SHOPPERS STOP
SEC/029/2018-19 July 2, 2018
BSE Limited National Stock Exchange of India Ltd. Mumbai Samachar Marg, Exchange Plaza , Fort, Mumbai - 400 001. Sandra-Kurla Complex, Sandra (East), Mumbai - 400 051. Stock Code : 532638 SHOPERSTOP
Dear Sirs,
Sub: Annual General Meeting Notice & Annual Report : 2017-18
Please find enclosed herewith Notice dated June 8, 2018 convening Twenty First Annual General Meeting of the members of the Company scheduled to be held on Friday, July 27, 2018 at 3.30 p.m. at Boundary Hall, First Floor, MCA Recreation Centre, RG-2, G-Siock, Sandra Kurla Complex, Bandra (East), Mumbai - 400 051 to transact the business as set out in the aforesaid Notice.
We also enclose herewith Annual Report for the financial year 2017-18.
The same has been already sent to members of the Company by permitted mode. We request you to kindly take the same on record.
Thanking you,
Encl: aa
Shoppers Stop Limited . . Registered & service Office - Umung Tower, Sth Floor, Mindspace, Off. Link Road, Malad (West), Mumbai - 400 064, Ma harashtra . T + 022 42497000, F + 022 28808877.CIN : L51900MH1997PLC108798. E-mail us at [email protected] , Toll Free No.:T + 1- 800- 419-6648 (9 am to 9 pm). NOTICE 01 in the event of absence of absence in the event Mr. Rajiv Suri (DIN: 08124971), Suri (DIN: Rajiv Mr. pursuant to the provisions of the provisions pursuant to Ordinary Resolution: www.shoppersstop.com
Special Resolution: Website:
RESOLVED THAT THAT RESOLVED RESOLVED FURTHER THAT FURTHER RESOLVED To consider and, if thought fit, to pass the following following to pass the and, if thought fit, consider To To consider and, if thought fit, to pass the following following to pass the fit, and, if thought consider To term shall include the Nomination, Remuneration & shall include the Nomination, Remuneration term of the Company Committee) Governance Corporate said of the and conditions the terms and vary alter to deem fit, as it may appointment and / or remuneration of the Act. applicable provisions subject to during the year, financial in any or inadequacy of profit the Suri as the Managing Director, Rajiv of Mr. tenure remuneration the of payment make shall Company Company and being eligible for appointment, and in and being eligible for Company notice a received has Company the whom of respect of the a member under Section 160(1) in writing from the of the office for his candidature proposing Act, appointed be and is hereby of the Company, Director by retire not liable to of the Company, as Director rotation.” as resolution THAT “RESOLVED 203 and other applicable provisions, Sections 196, 197, with read Act”) (“the 2013 Act, Companies the of any, if and the Companies (Appointment Schedule V thereto Rules, of Managerial Personnel) Remuneration and re- or modification(s) statutory 2014 (including any and the time being in force), for enactment(s) thereof, and subject of the Company the Articles of Association Government of the Central approval requisite the to the be necessary, as may and such other approvals is be and of the members of the Company consent Suri Rajiv the appointment of Mr. to accorded hereby the of Managing Director the as (DIN: 08124971) rotation, by retire who shall not be liable to Company, & Chief Executive ‘Managing Director as designated and commencing from years for a period of 3 (three) Officer’ including and conditions, 2018 on the terms June 8, Statement out in the Explanatory as set remuneration, of the Board with liberty this Notice, to to annexed which Board” as “the to referred (hereinafter Directors eligible for appointment as an Independent Director Director appointment as an Independent eligible for a for rotation, by retire liable to not of the Company, to 8, 2018 June commencing from years of five term approved.” 2023, be and is hereby June 7, as an resolution “ as an of Directors the Board by appointed who was from with effect of the Company Director Additional to the date up office 2018 and who holds June 8, in of the Company Meeting of this Annual General 2013 of the Companies Act, of Section 161(1) terms and Article of the 135 of the Articles Association of
6. 5.
NOTICE L51900MH1997PLC108798 SHOPPERS STOP LIMITED STOP SHOPPERS CIN: [email protected] pursuant to the pursuant to E-mail: 0.75 per equity share for the for per equity share 0.75 ` Umang Tower, 5th Floor, Mindspace, Off. Link Road, Malad (West), Mumbai - 400 064. Mumbai Malad (West), Link Road, Off. Mindspace, Floor, 5th Umang Tower, Ms. Ameera Shah (DIN: 00208095), (DIN: Shah Ms. Ameera Ordinary Resolution: 022-42497000 Tel: Tel: the Audited Standalone Financial Statements of Standalone Financial Statements the Audited of Financial Statements Consolidated the Audited the Company for the financial year ended March ended March year the financial for the Company Directors of Board the of reports the and 2018 31, and thereon; and the Auditors ended March year the financial for the Company thereon. of the Auditors 31, 2018 and the report is hereby given that the Twenty First Annual First Annual that the Twenty given is hereby Registered Office: Office: Registered RESOLVED THAT THAT RESOLVED To consider and, if thought fit, to pass the following following to pass the and, if thought fit, consider To (b) of dividend declare To (DIN: Raheja Neel Mr. of place in Director a appoint To (a) thereof, for the time being in force), the appointment the time being in force), for thereof, for criteria the meets who Shah, Ameera Ms. of in Section 149(6) of the as provided independence 16 of SEBI (Listing Obligations and Regulation and Act 2015 and who Regulations, Requirements) Disclosure and who is that effect, to a declaration has submitted appointed as Director of the Company. as Director appointed FURTHER THAT RESOLVED 152 and other applicable of Sections 149, provisions and the Companies of the Act if any, provisions, Rules, (Appointment and Qualifications of Directors) (including the Act, with Schedule IV to 2014, read re-enactment(s) modification(s) or statutory any this Annual General Meeting of the Company in terms in terms of the Company Meeting this Annual General 2013 (“the Act, of the Companies 161(1) of Section and Article 135 of the Articles of Association Act”) appointment, and being eligible for of the Company a has received of whom the Company and in respect 160(1) a member under Section in writing from notice the office for her candidature proposing of the Act, be and is hereby of the Company, of the Director resolution as an resolution as an of Directors the Board by appointed who was from with effect of the Company Director Additional of date the to up office holds who and 2018 8, June financial year ended March 31, 2018. 31, 2018. year ended March financial and, being eligible, rotation by 00029010), who retires re-appointment. himself for offers To consider and adopt: consider To
“ SPECIAL BUSINESS: 4. 3. 2.
1. Mumbai – 400 051, to transact the following business: the following transact to Mumbai – 400 051, BUSINESS: ORDINARY General Meeting of the members of Shoppers Stop Stop Shoppers of members the of Meeting General 2018 at 3.30 p.m. July 27, Friday, will be held on Limited Centre, MCA Recreation at Boundary Hall, First Floor, (East), Bandra Complex, Kurla Bandra G-Block, RG-2, Notice Notice payable to him, as decided by the Board, subject to the transferred to Investor Education and Protection Fund approval of the Central Government, if required, and (IEPF), constituted by the Central Government. The subject to such conditions and modifications as may Company has transferred unpaid/unclaimed dividend be prescribed or imposed by the Central Government upto the financial years 2009-10 to IEPF. while granting such approval, as applicable. In case the 4. The Company has been sending reminders to those remuneration is paid in excess of the limits permitted members having unpaid/unclaimed dividend before under the Act without the sanction of the Central transfer of such dividend to IEPF. Details of the Government, Mr. Rajiv Suri shall refund such amount unpaid/unclaimed dividend are also uploaded as and pending such refund shall hold such amount in per the requirements, on the Company’s website trust for the Company. www.shoppersstop.com. Members who have not RESOLVED FURTHER THAT for the purpose of giving encashed their dividend pertaining to the financial effect to this resolution, the Board or a Committee years beginning from 2010-11 till 2016-17 are advised thereof or any of the empowered officials, be and are to write to the Company or Karvy Computershare hereby authorized to do all such acts, deeds, matters Pvt. Ltd. (“Karvy”), the Registrar and Share Transfer and things as it may in its absolute discretion deem Agent of the Company, at Selenium Tower B, Plot necessary or desirable.” 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032, Tel: 040-67161500, Fax: 040-23420814, e-mail: [email protected] By Order of the Board of Directors immediately, claiming dividends declared by the For Shoppers Stop Limited Company. 5. Section 124 of the Act read with Investor Education and Mumbai Bharat Sanghavi Protection Fund Authority (Accounting, Audit, Transfer June 8, 2018 Company Secretary and Refund) Rules, 2016, as amended (‘IEPF Rules 2016’) amongst other things, provides for the manner NOTES: of transfer of the unpaid and unclaimed dividend to the IEPF and the manner of transfer of shares, in case any 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE dividend has not been encashed by the shareholders TWENTY FIRST ANNUAL GENERAL MEETING (“THE on such shares during the last seven consecutive years, MEETING”) IS ENTITLED TO APPOINT A PROXY to the designated demat account as prescribed by the TO ATTEND AND VOTE ON A POLL INSTEAD OF IEPF Authority. As per the requirement, the Company HIMSELF AND THE PROXY NEED NOT BE A MEMBER had sent information to all the shareholders who had OF THE COMPANY. THE INSTRUMENT APPOINTING not claimed/encashed dividends in the last seven years THE PROXY IN ORDER TO BE EFFECTIVE SHOULD intimating, amongst other things, the requirements of BE DULY STAMPED, COMPLETED AND SIGNED AND the IEPF Rules, 2016 with regard to transfer of shares MUST BE DEPOSITED AT THE REGISTERED OFFICE and that in the event those shareholders do not claim OF THE COMPANY NOT LESS THAN 48 HOURS any unclaimed/unpaid dividend for the past seven years, BEFORE THE COMMENCEMENT OF THE MEETING. the Company will be required to transfer the respective A PERSON CAN ACT AS A PROXY ON BEHALF OF shares to the IEPF demat account by the due date MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN prescribed under the IEPF Rules 2016 and as amended THE AGGREGATE NOT MORE THAN TEN PERCENT from time to time. The Company has also simultaneously OF THE TOTAL SHARE CAPITAL OF THE COMPANY published notice in the leading newspaper in English CARRYING VOTING RIGHTS. A MEMBER HOLDING and regional language having wide circulation on April MORE THAN TEN PERCENT OF THE TOTAL SHARE 27, 2018 and uploaded on the “Investors Section” of the CAPITAL OF THE COMPANY CARRYING VOTING website of the Company viz. www.shoppersstop.com, RIGHTS MAY APPOINT A SINGLE PERSON AS giving details of such shareholders and shares due to PROXY AND SUCH PERSON SHALL NOT ACT AS A be transferred. In case valid claim is not received, the PROXY FOR ANY OTHER PERSON OR MEMBER. respective shares will be credited to the designated demat account of the Authority. 2. A dividend of ` 0.75 per equity share has been recommended by the Board of Directors for the year 6. During the financial year 2017-18, the Company has ended March 31, 2018, subject to the approval of the transferred/credited 734 shares of 11 shareholders members at this Meeting. The Register of Members and to the demat account of Investor Education and the Share Transfer Books of the Company will remain Protection Fund Authority (IEPF Authority) in closed from Monday, July 23, 2018 to Friday, July 27, accordance with Section 124(6) of the Act read 2018 (both days inclusive) for determining the name with IEPF Rules 2016, whose dividend has not been of members eligible for dividend on equity shares. encashed on such shares during the last seven Once approved by the members at the Meeting, it is consecutive years. The details of the said shareholders proposed to be paid on and from July 30, 2018. whose shares have been transferred have been uploaded under “Investors Section” on the website 3. Under Section 124 of the Companies Act, 2013 of the Company viz. www.shoppersstop.com. Any (the “Act”) and the applicable rules, the amount of person whose shares or unclaimed dividend has been dividend remaining unpaid or unclaimed for a period transferred to IEPF may claim them pursuant to the of seven years from the due date is required to be process prescribed under IEPF Rules 2016. 02 NOTICE 03
You will now reach password change Menu change password reach will now You Launch internet browser by typing the URL: the typing by browser internet Launch User ID and (i.e. the login credentials Enter appropriately, these details entering After Click on “LOGIN”. mandatorily to required are you wherein password new The password. your change with of minimum 8 characters shall comprise one lowercase (A-Z), at least one uppercase (0-9) and a special (a-z), one numeric value will prompt The system (@, #, $, etc.). character mobile like details contact your update to you https://evoting.karvy.com. ID-Client ID will No./DP Folio Your Password). already are if you However, User ID. be your can you e-voting, for with Karvy registered for User ID and password existing use your vote. casting your
iv. In case a Member receiving an e-mail from Karvy Karvy an e-mail from In case a Member receiving i. ii. iii. [for Members whose e-mail IDs are registered registered Members whose e-mail IDs are [for Participant(s)]: with the Company/Depository
This notice will also be placed on the website of the on the website will also be placed This notice 108 of of Section with the provisions In compliance to relating and other information The instructions A. Members holding shares in physical mode are mode are in physical shares Members holding members e-communication, for registering after Even their email address register Members who wish to Company i.e. www.shoppersstop.com. i.e. Company with the Companies (Management read the Act, as amended 2014, Rules, and Administration) 44 of the SEBI of Regulation and the provisions Requirements) (Listing Obligations and Disclosure with the provided are 2015, the Members Regulations, the through electronically, cast their vote to facility on all resolutions Karvy by services provided e-voting other than the a place from forth in this Notice, set e-voting). (Remote Meeting of the venue as under: are e-voting remote addresses have been made available to the Company/ Company/ the to made available been have addresses has unless the member Participants Depository members of the same. For copy a hard for requested e-mail addresses, their not registered who have being sent are documents of aforesaid copies physical mode. the permitted by with their e-mail addresses register to requested in demat mode Members holding shares and Karvy, with their e-mail addresses register to requested are in case (DPs) Participants Depository their respective registered. the same is still not in such communication receive entitled to are the for a request upon making form, physical the communication, any For of cost. same, free Company the to send requests also may shareholders at [email protected]. the from form Initiative’ the ‘Green can download viz. www.shoppersstop.com. website Company’s
19. 20. 17. 18. Electronic copy of the Annual Report and this Notice, Notice, this and Report Annual the of copy Electronic Members are requested to intimate changes, if any, changes, if any, intimate to requested Members are The Members, desiring any information relating to to relating information any desiring Members, The in the to documents referred The relevant Members/Proxies are requested to bring the to requested are Members/Proxies Corporate members intending to send their send their to members intending Corporate only the Meeting, In case of joint holders attending S R B C & Co. LLP, (Registration No. 324982E/ No. (Registration LLP, S R B C & Co. As required under Regulation 26(4) and 36(3) 26(4) under Regulation required As An Explanatory Statement pursuant to Section 102(1) 102(1) Section pursuant to Statement An Explanatory in physical form. in physical e-voting of remote indicating the process inter-alia, being are form slip and proxy attendance along with whose e-mail those Members e-mail to sent by pertaining to their name, postal address, email their name, postal address, pertaining to Permanent numbers, telephone/mobile address, nominations, mandates, Number (PAN), Account such as, name of the details bank of attorney, power MICR number, bank account details, bank and branch Participants their Depository to etc., IFSC code, code, them in electronic held by are in case the shares (DPs) them held by are in case the shares Karvy, and to form accompanying Notice are open for inspection by by inspection for open are Notice accompanying on of the Company Office members at the Registered and Public Sundays Saturdays, except days all working to upto p.m. a.m. and 1.00 11.00 between Holidays, of the Meeting. the date Report to the Meeting. to Report the Company to write to requested are the accounts, of the Company Office at the Registered Secretary enable the so as to July 16, 2018, on or before ready. information the requisite keep management to the Meeting. the Meeting. of names order such joint holder who is higher in the vote. will be entitled to of the Annual copy slip along with their attendance Corporate Affairs, the appointment of Statutory of Statutory the appointment Affairs, Corporate AGM. every at be ratified to is not required Auditors Meeting the attend to authorised representatives a certified the Company send to to requested are authorising their Resolution of the Board true copy on their behalf at and vote attend to representative E300003) Chartered Accountants were appointed appointed were Accountants E300003) Chartered the by Company of the Auditors as Statutory Meeting 20th Annual General Members at the the from hold office to 2017, on July 28, held (AGM) of the conclusion until of the 20th AGM conclusion with In accordance of the Company. the 25th AGM the Companies (Amendment) of the provisions Ministry of 2018 by 7, on May enforced 2017, Act, of the SEBI (Listing Obligations and Disclosure Obligations and Disclosure of the SEBI (Listing 2015, and pursuant to Regulations, Requirements) on General Standard-2 of Secretarial the provisions of the respect in information the relevant Meetings, and re-appointment seeking appointment Director part of this Notice. an integral forms of the Companies Act, 2013, in respect of item nos. 4 of item 2013, in respect Act, of the Companies hereto. annexed is 6 of the Notice to 16. 15. 14. 13. 12. 11. 10. 9. 8. 7. number, e-mail ID, etc. on first login. You may ii. Please follow all steps from Sr. No. (i) to (xii) also enter a secret question and answer of as mentioned in (A) above, to cast your vote your choice to retrieve your password in case by electronic means. you forget it. It is strongly recommended that C. Voting at the Meeting: The members, who have you do not share your password with any other not cast their vote through Remote e-voting person and that you take utmost care to keep can exercise their voting rights at the Meeting your password confidential. through Electronic voting system (“Insta poll”) v. You need to login again with the new for all businesses specified in the accompanying credentials. Notice. Members who have already cast their votes by Remote e-voting are eligible to attend vi. On successful login, the system will prompt you the Meeting, however, those Members are not to select the “EVENT” i.e., Shoppers Stop Limited. entitled to cast their vote again at the Meeting. vii. On the voting page, enter the number of shares D. Other Instructions (which represents the number of votes) as on the Cut Off date under “FOR/ AGAINST” a) In case of any query and/or grievance, in respect or alternatively, you may partially enter any of voting by electronic means, Members may number in “FOR” and partially in “AGAINST” refer to the Help & Frequently Asked Questions but the total number in “FOR/AGAINST” (FAQs) and E-voting user manual available at the taken together should not exceed your total download section of https://evoting.karvy.com shareholding as on the cut-off date. You may (Karvy Website) or contact Mr. S.V. Raju, (Unit: also choose the option ABSTAIN. If the member Shoppers Stop Ltd.) of Karvy at Karvy Selenium does not indicate either “FOR” or “AGAINST” it Tower B, Plot 31-32, Gachibowli, Financial will be treated as “ABSTAIN” and the shares held District, Nanakramguda, Hyderabad – 500032, will not be counted under either heads. or at [email protected] or phone no. 040 - 6716 1500 or call Karvy’s toll free No. 1-800-34- viii. Members holding multiple folios/ demat 54-001 for any further clarifications. accounts shall choose the voting process separately for each folios/ demat accounts. b) You can also update your mobile number and e-mail id in the user profile details of the ix. Voting has to be done for each item of the folio which may be used for sending future Notice separately. In case you do not desire communication(s). to cast your vote on any specific item, it will be treated as abstained. c) The remote e-voting period commences on Monday, July 23, 2018 (9.00 A.M.) and x. You may then cast your vote by selecting an ends on Thursday, July 26, 2018 (5:00 P.M.). appropriate option and click on “Submit”. During this period, Members of the Company, xi. A confirmation box will be displayed. Click holding shares either in physical form or “OK” to confirm else “CANCEL” to modify. in dematerialised form, as on the cut-off Once you confirm, you will not be allowed date of July 20, 2018, may cast their votes to modify or change the votes cast. During electronically. A person who is not a Member the voting period, Members can login any as on the cut-off date should treat this Notice number of times till they have voted on all the for information purpose only. The remote Resolution(s). e-voting module shall be disabled for voting thereafter. Once the vote on a resolution(s) is xii. Corporate/Institutional Members (i.e. other than cast by the Member, the Member shall not be Individuals, HUF, NRI, etc.) are also required to allowed to change it subsequently. send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter, etc. d) The voting rights of Members shall be in together with attested specimen signature(s) proportion to their share of the paid up equity of the duly authorised representative(s), to share capital of the Company as on the cut- the Scrutiniser at e-mail ID: [email protected] off date i.e. Friday, July 20, 2018. with a copy marked to [email protected]. e) In case a person has become a Member of The scanned image of the above mentioned the Company after dispatch of AGM Notice documents should be in the naming format but on or before the cut-off date for E-voting “Corporate Name_ EVENT NO.” i.e., Friday, July 20, 2018, he/she may obtain B. In case of Members receiving physical copy of the User ID and Password in the manner as the Notice [for Members whose e-mail IDs are mentioned below: not registered with the Company/ Depository i. If the mobile number of the member is Participant(s)]: registered against Folio No./DP ID Client i. User ID and initial password as provided at ID, the member may send SMS: MYEPWD the bottom of the Attendance Slip.
04 NOTICE 05 The Scrutiniser shall, immediately after the conclusion the conclusion after shall, immediately The Scrutiniser not later shall be declared resolutions on The Results Scrutiniser’s along with the declared The Results (www.shoppersstop.com) and on Service Provider’s on Service and Provider’s (www.shoppersstop.com) and the same (https://evoting.karvy.com) website BSE Limited to shall be simultaneously communicated of India Limited. Exchange and the National Stock manner, and Kaushal Dalal & Associates has & Associates Dalal and Kaushal manner, be and be appointed willingness to its communicated the purpose. for available cast votes the count first Meeting, the at voting of unblock the thereafter Poll), (Insta at the meeting presence the in e-voting remote through cast votes of in the employment witnesses not of at least two Scrutiniser‘s a consolidated make and the Company, or against, if cast in favour votes of the total report the Chairman or a person same to and submit the any, the in writing who shall countersign him authorised by him in or a person authorised by same. The Chairman forthwith. of voting the result writing will declare of the Meeting the conclusion than 48 hours from will be deemed and the resolutions of the Company receipt subject to date be passed on the Meeting to of the in favour number of votes of the requisite Resolutions. of the Company on the website will be available report Disclosure Requirements) Regulations, 2015 (“SEBI Listing 2015 (“SEBI Regulations, Requirements) Disclosure Regulations”). in the been given Shah have of Ms. Ameera details Further this Notice. to Annexure Shah fulfils Ms. Ameera In the opinion of the Board, SEBI Listing Act and specified in the the conditions and Director as Independent appointment for Regulations and is independent of the management of the Company and knowledge. skills, experience posseses appropriate her leadership, Metropolis raised the bar of diagnostic raised Metropolis her leadership, experience customer equipment, technological accuracy, service. Ms Shah has empathetic driven, and research setting by Metropolis corporatizing for been responsible the management for professionals expert hiring protocols, board. a fully actualized and also bringing together team in Women Powerful Most ‘Asia’s Named amongst Women and ‘Fifty Most Powerful Asia Forbes by Business’ a as is recognized Ms Shah India, Fortune by Business’ in industry. global thought leader in the healthcare The University from in Finance a degree Ms. Shah received the prestigious and has also completed at Austin of Texas at Harvard Management Program Owner-President Business School. Ms. from declaration a has received The Company of the criteria that she meets the effect Shah to Ameera in Section 149(6) of the Act as provided independence 16 of the SEBI (Listing Obligations and and Regulation 22. 23. 24. EXPLANATORY STATEMENT EXPLANATORY (Pursuant to Section 102(1) of the Companies Act, 2013 (“the Act”) 2013 (“the Section 102(1) of the Companies Act, to (Pursuant [email protected]. However, Karvy shall Karvy However, [email protected]. send User ID and Password to endeavour whose e-mail ids Members those new to available. are https://evoting.karvy.com, the member https://evoting.karvy.com, and enter Password” click “Forgot may to or DP ID Client ID and PAN No. Folio a password. generate 1800-3454-001. member is registered against Folio No./ Folio against registered is member then on the home page of DP ID Client ID, Member may send an e-mail request to to an e-mail request send Member may If e-mail address or mobile number of the or mobile address If e-mail number free toll call Karvy’s may Member iv. ii. iii. The Board of Directors of the Company has appointed has appointed of the Company of Directors The Board and remote evoting process in a fair and transparent and transparent in a fair process evoting and remote Kaushal Dalal & Associates, Practicing Company Company Practicing Associates, & Dalal Kaushal scrutinise the voting as the Scrutiniser to Secretaries, optimization, innovation, investor relations etc. Under etc. relations investor innovation, optimization, For the last 17 years, Ms. Shah has focused on Ms. Shah has focused the last 17 years, For built and led corporate sustained growth, delivering process business strategy, finance, including functions, million tests annually and caters to over 2 lac consultants 2 lac consultants over to annually and caters million tests amongst is rated Metropolis markets. emerging across systems quality its for globally laboratories 1% top the and protocols. Metropolis Healthcare Ltd., a reputed chain of diagnostic chain a reputed Ltd., Healthcare Metropolis South India, base across customer with a loyal centers 30 over delivers Metropolis Africa and Middle East. Asia, of Section 160(1) of the Act, received in writing a notice notice a writing in received Act, the of 160(1) Section of office the for her candidature proposing a member, from of Director. of & Managing Director Shah is the Promoter Ms. Ameera Company, Ms. Ameera Shah shall hold office up to the up hold office Shah shall Ms. Ameera Company, and is eligible (AGM) Meeting this Annual General of date has, in terms The Company as a Director. appointed be to effect from June 8, 2018 to June 7, 2023, subject to 2023, subject to June 7, 2018 to June 8, from effect of the Members. approval of the Act of Section 161(1) the provisions to Pursuant and Article of the 135 of the Articles of Association Committee, appointed Ms. Ameera Shah (DIN: 00208095), Shah (DIN: Ms. Ameera appointed Committee, of the Company, (Independent) Director as an Additional with of 5 years a term for rotation, by retire not liable to Item No. 4 No. Item the of the recommendation on of Directors, The Board Governance & Corporate Nomination, Remuneration 21.
MYEPWD
06 NOTICE 07 In lacs) ` ( After Tax After 1,160.38 2,288.00 (1,993.85) Profit / (Loss) / (Loss) Profit Financial performance Financial performance The Company is in the The Company 3,71,545.11 4,13,575.87 4,00,095.90 Gross Turnover Gross The Company was incorporated on incorporated was The Company 2015-16 2016-17 2017-18 Financial Year Sr. Sr. 1 2 3 No. Foreign Investment or Collaborations, if any: if any: or Collaborations, Investment Foreign Date of commencement of commercial commercial of commencement of Date Financial Performance: Nature of Industry : of Industry Nature production: its commenced June 16, 1997 and has already business of Departmental and Speciality stores. is as years during the last three of the Company under: as on capital of Company of the share 9.29% Indians, non-resident 31, 2018 is held by March institutional & foreign investors Portfolio foreign collaboration has been no foreign There investors. the Company. by investment and foreign Retail business operating Departmentaland operating business Retail products retails The Company Speciality stores. apparel, branded of domestic and international leather jewellery, perfumes, cosmetics, footwear, in and toys products home accessories, products, across brands its private and also retails its stores complemented These are categories. various related beauty and various personal care by an integral are and events services. Promotions which the customers, part to of service offerings a unique shopping experience. helps us create has 84 Shoppers Stop the Company Currently, the country (including 6 airport across stores years, the Over stores. and 13 HomeStop stores) number a operating begun also has Company the MAC, Lauder, Estee namely, stores, speciality of and Bobbi Brown. Clinique, Smashbox
d. ABOUT THE APPOINTEE: INFORMATION as Chief Executive Suri, 55, joined the Company Rajiv Mr. The information as required to be disclosed with be disclosed to as required The information : GENERAL INFORMATION led strategic development, growth, transformation, transformation, growth, development, led strategic joining Majid Before and digitalization. innovation with Jashanmal associated Suri was Mr. Al Futtaim, thereto, 2007 till 2014. Prior from as CEO Retail Group 1998 Holding from Europe with Mexx he had worked Manager, positions viz. General at various 2007 to and Middle Director-Europe Franchise Middle East; Director. and lastly as Managing East; b. b. c. to joining Prior 9, 2018. (CEO) on JanuaryOfficer Futtaim Al Majid the CEO for was he Company, the 140 close to across which is spread business, Fashion he where Emirates, Arab United Dubai, across stores provisions of Section II of Part II of Schedule V to the of Schedule V to II Part of Section II of provisions below: is provided Act a. II. I. Mr. Suri shall act in accordance with the Articles act in accordance Suri shall Mr. Code of the Company’s to adhere Suri shall Mr. Reimbursement of expenses actually and properly actually and properly of expenses Reimbursement sitting any receive to entitled not be shall Suri Mr. Mr. Rajiv Suri shall perform Suri shall such duties as shall Rajiv Mr. of Association of the Company and shall abide by by abide shall and Company the of Association of in Section 166 of the Act contained the provisions of directors. duties to with regard the Company, by Conduct and policies framed time. time to from incurred by him for and in connection with the in connection and him for by incurred business of the Company. of of the Board the meetings attending for fees thereof. or the Committee(s) Directors from time to time be entrusted to him, subject to to subject him, to entrusted time be time to from the of supervision, and control guidance overall of the Company. of Directors Board
The Board recommends the passing of these recommends The Board and Key Suri, none of the Directors Rajiv Mr. Except This explanatory statement may also be read also be read may statement This explanatory General : General The aggregate of the Remuneration, Performance Performance Remuneration, of the aggregate The has no the Company year, financial When in any Increment in Salary, Perquisites and Allowances Allowances and Perquisites Salary, in Increment Managerial Personnel of the Company and their of the Company Managerial Personnel or concerned way, in any are, relatives respective Nos. 5 out at Item set Resolutions in the interested, and 6 of this Notice. and treated as disclosure in compliance with the in compliance as disclosure and treated of Section 190 of the Act. requirements and Special Resolutions as an Ordinary resolutions for Notice this of 6 & 5 Nos. Item at respectively of Members. approval applicable. Mr. Rajiv Suri as minimum remuneration for that year that year for remuneration Suri as minimum Rajiv Mr. of the with the applicable provisions and in accordance and the Act, and Schedule V to thereunder Rules Act, Government, of the Central the approval subject to and such conditions and subject to if required by the or imposed be prescribed modifications as may as approval, such while granting Government Central any statutory modification(s) or re-enactment thereof re-enactment thereof or modification(s) statutory any be otherwise or as may the time being in force, for the law. to permissible subject Remuneration the are inadequate, or its profits profits Bonus and Linked including the Performance will be paid to as aforesaid and Allowances Perquisites under (b) above. under (b) as Allowances and Perquisites and Bonus Linked the exceed shall not year financial in any aforesaid Sections 197 & 198 and time under time to limit from made Rules and of the Act other applicable provisions including the Act with Schedule V to read thereunder, (including annual increment), payable to Mr. Rajiv Rajiv Mr. to payable increment), annual (including and / or the Board the by be determined Suri, as may Governance & Corporate Remuneration Nomination, the remuneration to shall be in addition Committee,
l. k. j. i. He has over 25 years of strategic leadership experience Steps taken or proposed to be taken for improvement: across Europe, Middle East, Africa and Asia with a proven track record of driving transformational change The Company is taking significant steps to revamp in organizations, accelerating store expansion powered the private brand portfolio. by operational efficiencies and reenergising corporate With a plan to have a higher marketing spend, culture paradigms. use of digital media, the Company plans to drive customer entry and in turn increase its topline. Mr. Suri is a Commerce (Hons) graduate from Delhi University and he has done PGD in Sales The Company plans to promote its offering to its and Marketing Management from Institute of First Citizen members so as to get an increased Marketing Management, New Delhi, PGD in Business share of their wallet. Management from Bhartiya Vidya Bhavan, Jaipur and With the aim to sharpen focus on core department Strategic Retail Management from Harvard Business store business and Omnichannel strategy, the School, Boston, Massachusetts, United States. Company has exited non-core businesses i.e. Mr. Suri was paid ` 100.22 lacs as remuneration in Hypercity, Timezone and Duty-free airport the Financial Year 2017-18 & ` 74.33 lacs (upto June retail. This has helped the Company to reduce 7, 2018) as a CEO of the Company. Please refer the debt from `575 crores to `67 crores. In turn, explanatory statement of item nos. 5 and 6 of this consequent reduction in interest cost. Notice for the remuneration proposed to be paid. Omnichannel platform is ready and the Company Recognition or award : N.A will be focusing to improve range on the same. The commercial tie up with Amazon Seller Taking into consideration, his qualifications, Services Pvt. Ltd; will throw positive results in due expertise and experience, he is best suited for the course of time. responsibilities assigned to him by the Board of Directors. Further, in view of the size of the Company, Post GST implementation, the business will be the profile of Mr. Rajiv Suri, the responsibilities able to provide better offers & promotions to shouldered by him and the industry benchmarks, customers. the remuneration paid / proposed to be paid is The Company is strengthening its management commensurate with the remuneration package paid team with qualified and experienced professionals to senior level counterparts of Mr. Suri in other similar to drive the top-line and profitability of the companies. department store business. Mr. Suri has no pecuniary relationship directly Expected increase in productivity and profits in or indirectly with the Company, other than his measurable terms: remuneration and is not related to any director or key managerial personnel of the Company. Further, As the Company continues to invest into new stores, Mr. Rajiv Suri does not hold any equity shares of the new technology across the Country, we expect the Company. Mr. Suri does not have any interest in the top line and the profitability to grow equal or higher capital of the Company or any of its subsidiaries than the industry benchmarks. directly or indirectly or through any other statutory structures and does not have any, direct or indirect IV. DISCLOSURE interest or related to the directors or key managerial The disclosures in respect of remuneration package personnel or Promoters of the Company or any of and other details of all the Directors shall be made its subsidiaries including at any time during the last in the Corporate Governance Report which shall be two years before the date of his appointment. He attached to the Board of Directors’ Report. possesses graduate level qualification with expertise and specialised knowledge in the field in which the During the financial year 2017-18, post Mr. Rajiv Suri’s Company operates. induction as CEO of the Company, there was one Board Meeting held on January 31, 2018 which was III. OTHER INFORMATION attended by him. Further, during the current financial year 2018-19, there were two Board Meetings, i.e. Reasons of loss or inadequate profits : on April 27, 2018 and June 8, 2018, of which the first Board Meeting was attended by him. The retail industry is highly competitive and operates on very low margin. During 2017-18, the Company Further details of Mr. Rajiv Suri have been given in witnessed 14% decline in sales of private brands and Annexure to this Notice. consequent margin by 310 bps. Further, change in indirect taxation in Q2, impacted LTL sales by 5.5%. By Order of the Board of Directors The Company disinvested its stake in Hypercity Retail For Shoppers Stop Limited (India) Ltd and Timezone Entertainment Pvt. Ltd.; its subsidiary and Joint Venture Company and incurred loss on sale of its investment to an extent of `4886.75 Mumbai Bharat Sanghavi lacs and ` 174.21 lacs, respectively. June 8, 2018 Company Secretary
08 NOTICE 09 track record of driving of record track change in transformational accelerating organizations, powered expansion store efficiencies operational by corporate and reenergising paradigms. culture Prior to joining the to Prior CEO he was Company, the Majid Al Futtaim for business, which Fashion close to across is spread Dubai, across 140 stores Emirates, Arab United he led strategic where growth, development, innovation transformation, Before and digitalization. joining Majid Al Futtaim, associated Suri was Mr. as with Jashanmal Group 2007 till from CEO Retail he had thereto, 2014. Prior Europe with Mexx worked 2007 1998 to Holding from positions viz. at various Middle Manager, General Director- Franchise East; East; Middle and Europe Managing as lastly and Director. 25 years He brings over leadership of strategic Europe, across experience Africa Middle East, proven with a and Asia Mr. Rajiv Suri Rajiv Mr. 55 Delhi (Hons) from B.Com PGD in Sales and University, Management Marketing of Marketing Institute from New Management, Delhi, PGD in Business from Management Bhavan, Vidya Bhartiya Retail Jaipur and Strategic Harvard Management from Business School, Boston, United Massachusetts, States. Suri joined the Mr. as Chief Company (CEO) Officer Executive 2018. Januaryon 9, chain of diagnostic centers chain of diagnostic centers customer with a loyal India, South base across Africa and Middle Asia, Shah has focused East. sustained on delivering and led built growth, functions, corporate including finance, business process strategy, innovation, optimization, etc. relations investor Under her leadership, the bar raised Metropolis of diagnostic accuracy, equipment, technological experience customer driven, and research service. empathetic She is being named Most amongst ‘Asia’s in Women Powerful Asia Forbes by Business’ and ‘Fifty Most Powerful by in Business’ Women India, Ms Shah Fortune as a global is recognized thought leader in the industry. healthcare Ms. Ameera Shah Ms. Ameera 38 from in Finance Degree at of Texas The University Owner-President Austin, at Management Program School. Business Harvard the Shah is Ameera Ms. & Managing Promoter of Metropolis Director a reputed Ltd., Healthcare Mr. Raheja has over 25 years 25 years has over Raheja Mr. estate in real of experience hospitality and development, a leadership plays Raheja Mr. retail. Corp real in the K. Raheja role He business. development estate the and inter-alia has visualized shopping mall at Malad. “Inorbit” Mr. Neel Raheja Mr. 43 from in Commerce graduate Post He also holds a Mumbai University. successfully has and Law in Degree the Owner/President completed from Management Program School, Boston. Business Harvard Particulars Experience (including Experience in specific expertise / Brief Resume functional area) Age Qualifications Details of directors seeking appointment / re-appointment at the Annual General Meeting pursuant to the provisions provisions the to pursuant Meeting General Annual the at re-appointment / appointment seeking directors of Details on General Standard and Secretarial 2015 Regulations, Requirements) Disclosure Obligations And of SEBI (Listing below: herein provided are Meetings Particulars Mr. Neel Raheja Ms. Ameera Shah Mr. Rajiv Suri Terms and Conditions As per the resolution passed by the As per the resolution at As per the resolution at of Appointment / Re- shareholders at the Annual General item no. 4 of the Notice item no. 6 of the Notice appointment Meeting held on July 31, 2015, Mr. convening Annual General convening Annual General Neel was re-appointed as a Non- Meeting on July 27, 2018 Meeting on July 27, 2018 executive Director, liable to retire read with Explanatory read with Explanatory by rotation. Statement thereto, Ms. Statement thereto, Ameera Shah proposed Mr. Suri is proposed to be to be appointed as appointed as a Managing Independent Director of Director of the Company; the Company; not liable not liable to retire by to retire by rotation and to rotation, for a period hold office for a period of 3 years w.e.f. June 8, 2018. 5 consecutive years w.e.f. June 8, 2018. Remuneration last drawn ` 3.5 lacs N.A. N.A. (including sitting fees) Remuneration proposed to - - As per the resolution at be paid item no. 6 of the Notice convening Annual General Meeting on 27 July 2018 read with explanatory statement thereto. Date of first appointment on June 16, 1997 June 8, 2018 June 8, 2018 the Board Shareholding in the 1,150,000 Equity Shares of ` 5/- - - Company each Relationship with other Mr. Neel C. Raheja, is the younger Not related to any Director Not related to any Director Directors / Key Managerial brother of Mr. Ravi C. Raheja, / Key Managerial Personnel / Key Managerial Personnel Personnel Director and son of Mr. C. L. of the Company. of the Company. Raheja, erstwhile Chairman of the Company. Number of meetings of 7 N.A. N.A. the Board attended during the year (2017-18) Directorships of other Boards 1. Asia Pacific Real Estate 1. Kaya Limited - Association Ltd. 2. Bacchus Hospitality 2. Chalet Hotels Ltd. Services And Real 3. Genext Hardware & Parks Pvt. Estate Private Limited Ltd. 3. Metropolis Healthcare 4. Inorbit Malls (India) Pvt. Ltd. Limited 5. Intime Properties Ltd. 4. R. V. Metropolis 6. Ivory Properties and Hotels Diagnostic & Health Pvt. Ltd. Care Center Private 7. K. Raheja Corp Pvt. Ltd. Limited 8. K. Raheja IT Park (Hyderabad) 5. Desai Metropolis Ltd. Health Services 9. K. Raheja Pvt. Ltd. Private Limited 10. Eternus Real Estate Pvt. Ltd. 6. Sudharma Metropolis 11. Sundew Properties Ltd. Health Services 12. Trion Properties Pvt. Ltd. Private Limited 7. Metropolis Histoxpert Digital Services Private Limited 8. Micron Metropolis Healthcare Private Limited 9. Bokil Golwilkar Metropolis Healthcare Private Limited
10 NOTICE 11 Mr. Rajiv Suri Rajiv Mr. - Nomination Nomination & - Committee Audit Risk Management Corporate Social Corporate Social Corporate Social Shah is Ms. Ameera Responsibility Responsibility - Committee Sudharma Metropolis Health Services Limited Private not a Chairperson in of any Committees other companies Remuneration Remuneration - Committee Healthcare Metropolis Limited Limited Kaya - Kaya Committee Limited Responsibility - R.V. Committee Diagnostic Metropolis Center & Health Care Limited Private Responsibility - Desai Committee Health Metropolis Services Private Limited
Ms. Ameera Shah Ms. Ameera 1. 2. 3. 4. 5. 6. Mr. Neel Raheja is not a Neel Raheja Mr. Corporate Social Responsibility Social Responsibility Corporate - Chalet Committee Audit Operation Bank Accounts Social Responsibility Corporate Social Responsibility Corporate Social Responsibility Corporate Audit Committee - Sundew - Sundew Committee Audit Nomination and Remuneration - Intime Committee Finance Social Responsibility Corporate - Intime Committee Audit Nomination and Remuneration Finance Committee - K. Raheja - K. Raheja Committee Finance Social Responsibility Corporate IT - K. Raheja Committee Audit Nomination and Remuneration - Sundew Committee Finance Responsibility Social Corporate Committee - K. Raheja Corp - K. Raheja Committee Pvt. Ltd. of Chairman in Committees other companies. any Committee - Chalet Hotels Hotels - Chalet Committee Ltd. Ltd. Hotels Hotels - Chalet Committee Ltd. Properties - Trion Committee Pvt. Ltd. Hardware - Genext Committee Pvt. Ltd. & Parks Properties Ltd. Ltd. Properties - Sundew Committee Ltd. Properties Ltd. Properties - Intime Properties Committee Ltd. Ltd. Properties - Intime Properties Committee Ltd. IT Park (Hyderabad) Ltd. (Hyderabad) IT Park IT Park - K. Raheja Committee Ltd. (Hyderabad) Ltd. (Hyderabad) Park IT Park - K. Raheja Committee Ltd. (Hyderabad) Ltd. Properties - Sundew Committee Ltd. Properties
13. 14. 15. 16. 17. 18. 7. 8. 9. 10. 11. 12. 1. 2. 3. 4. 5. 6. Mr. Neel Raheja Mr. Particulars Membership/ Chairmanship of Chairmanship of Membership/ other Boards of Committees THE ROUTE MAP FOR AGM VENUE Boundary Hall, First Floor, MCA Recreation Center, RG-2, G-Block, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051 Landmark : Opposite ONGC Building
INVITATION TO ATTEND THE ANNUAL GENERAL MEETING ON JULY 27, 2018
Your Company will be providing transport facility from 2.00 p.m. to 2.30 p.m., as Annual General Meeting will commence at 3.30 p.m. on Friday, July 27, 2018 from the specified destinations given here in below, to reach the venue comfortably: 1. Bandra Railway Station, Opp. Bandra Court, Bandra (East), Mumbai – 400 051. 2. Kurla Railway Station, Opp. BEST Bus Stop, Kurla (West), Mumbai – 400 070. Members who wish to avail this facility are requested to confirm to this effect at the following numbers: (022-42497255/7217 – Secretarial Team) You may also send your request by email to [email protected] or pramod.p@shoppersstop. com Your request must reach to us latest by July 20, 2018.
12 NOTES NOTES SHOPPERS STOP LIMITED Registered Office: Umang Tower, 5th Floor, Mindspace, Off Link Road, Malad (West), Mumbai - 400 064. Tel: 022-42497000 E-mail: [email protected] Website: www.shoppersstop.com CIN: L51900MH1997PLC108798 PROXY FORM (Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)
Name of the member(s) Registered Address E-mail ID Folio No./Client ID DP ID I/We, being the member(s) of Shoppers Stop Ltd., holding………………….. shares of the Company, hereby appoint: 1. Name: Address: Email ID: or failing him/her 2. Name: Address: Email ID: or failing him/her 3. Name: Address: Email ID: and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 21st Annual General Meeting of the Company, to be held at Boundary Hall, First Floor, MCA Recreation Centre, RG-2, G-Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 on Friday, July 27, 2018, at 3.30 p.m. and at any adjournment thereof in respect of such resolutions as are indicated below:
Sr. No. Resolutions Ordinary Business: 1. Adoption of: a. the audited standalone financial statements of the Company for the financial year ended March 31, 2018 and the reports of the Board of Directors and the Auditors thereon; and b. the audited consolidated financial statements of the Company for the financial year ended March 31, 2018 and the report of the Auditors thereon. 2. To declare dividend of ` 0.75 per equity share for the financial year ended March 31, 2018. 3. To appoint a Director in place of Mr. Neel C. Raheja (DIN: 00029010), who retires by rotation and, being eligible, offers himself for re-appointment. Special Business: 4. To appoint Ms. Ameera Shah (DIN: 00208095), as an Independent Director of the Company. 5. To appoint Mr. Rajiv Suri (DIN: 08124971), as Director of the Company. 6. To appoint Mr. Rajiv Suri (DIN: 08124971), as the Managing Director of the Company.
Affix Revenue Stamp
Signed this day of ______, 2018 Signature of the Member
Signature of First Proxy Holder Signature of Second Proxy Holder Signature of Third Proxy Holder
Notes: 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting. 2. The holders of the Proxy shall be entitled to vote either for or against the above mentioned resolutions. BRINGING ROMANCE BACK TO RETAIL
ANNUAL REPORT 2017-2018 CONTENTS
Strategic Report
02 Group Overview 08 Our Reach 09 Key Highlights of 2017-18 10 Chairman’s Review 12 Managing Director’s Review 14 Bringing Romance Back to Retail 24 Board of Directors 28 Corporate Information 29 Financial Highlights & Key Ratios Statutory Reports
30 Management Discussion & Analysis 40 Directors’ Report 71 Business Responsibility Report 80 Corporate Governance Report
Financial Statements
96 Standalone Financial Accounts 146 Consolidated Financial Accounts
Cautionary Statement The statements made in this report describe the Company’s objectives, projections, expectations and estimations, which may be ’forward- looking statements’ within the meaning of applicable securities laws and regulations. The annual results can differ materially from those expressed or implied, depending on the economic and climatic conditions, Government policies, and other incidental factors which are beyond the control of the Company. BRINGING ROMANCE BACK TO RETAIL
When we entered the business of retailing in 1991, we But in the recent past, India’s retail ethos has significantly had a simple mission – to transform the way India shops. shifted. Deep-discounting has become par for the From a single 4,000 sq. ft. store in suburban Mumbai, we course. And, brand loyalty has lost its sheen. The time have metamorphosed into a trusted retailer that caters has therefore come for retail to reinvigorate itself and to millions of customers across the length and breadth of rewrite its story. As pioneers of the industry, we are the country. taking charge and leading that change. But our raison d’être remains the same. Our customers come through our doors for our superior product assortment, but we want them to stay for the We are a retailer at heart but have always stood for much moments of personal transformation they experience in more than just our products, our brands, our stores our aisles. Our customers click onto our shopping site and our services. We represent all those soul-stirring for convenience, but we want them to come back for the moments that unfurl as people shop for something new sheer joy and promise of adding to their shopping carts. – a young couple starting a family of their own, daddy’s little girl growing into an independent young woman, a And so, we are making the shopping experience more group of friends becoming each other’s confidantes. We immersive, more seamless and more exciting. There’s are deeply connected to our customers’ journeys. more to enjoy. And much more to look forward to.
We are bringing the stories back to shopping. We are bringing the giggles back to the trial room. We are bringing the exhilaration back to online shopping. We are bringing the romance back to retail. GROUP OVERVIEW
Shoppers Stop Ltd. is a professionally managed and systems-driven organisation promoted by the K. Raheja Corp Group (Chandru L. Raheja Group). Your Company has played a pivotal role in bringing about the retail revolution in India. Since inception in 1991, we have introduced various retail formats that have set a benchmark for the Indian retail industry. Apart from the flagship business of department stores, we also operate specialty stores for beauty, books-toys-stationery and home décor.
0202 AnnualAnnual ReportRReport 2017-20182017-2018
STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS
0303
India’s foremost fashion retailer offering 400+ brands offering retailer fashion foremost India’s SHOPPERS STOP SHOPPERS Our shopping website and mobile app have more than 50,000+ products across different categories and sub-categories to choose from
04 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 0505
The definitive place and space for those who seek information, knowledge knowledge place and space for those who seek information, The definitive of reading or simply the pleasure Premium home concept store concept home Premium
CROSSWORD HOMESTOP 51 STORES (Including 17 shop-in-shop)
30 STORES (Including 16 shop-in-shop)
06 Annual Report 2017-2018 HELLO BEAUTIFUL! Bringing the best brands in beauty to our customers
8 STORES (Including 2 shop-in-shop)
11 2 STORES STORES
07 OUR REACH
Amritsar Jalandhar Ludhiana Gurgaon Chandigarh Delhi Faridabad Meerut Noida
Agra Jaipur
Udaipur Lucknow Siliguri Kanpur Kohima Gandhinagar Durgapur Ahmedabad Bhopal Ranchi
Vadodara Indore Raipur Kolkata Surat Nashik Aurangabad Nagpur Mumbai Latur Visakhapatnam Pune Hyderabad Vijayawada Kolhapur Panaji
Bengaluru Chennai Mangalore
Mysore Calicut Coimbatore Thrissur Kochi Kottayam
Trivandrum
Shoppers Stop Specialty* * (includes Crossword, Mothercare, HomeStop, Graphical representation not M.A.C, Clinique, Bobbi Brown, Smashbox and to scale DC locations Estée Lauder outlets)
08 Annual Report 2017-2018 KEY HIGHLIGHTS OF 2017-18
4,186.31 227.65 11.60 STRATEGIC REPORT REVENUE (` IN CRORE) EBITDA (` IN CRORE) PAT (` IN CRORE)
5,113.09 +240 MARKET CAP (` IN CRORE) NO. OF STORES TTTR EOT FINANCIAL STATEMENTS STATUTORY REPORTS
+4.35 +38 RETAIL SPACE (IN MILLION SQ. FT.) CITIES
09 CHAIRMAN’S REVIEW
It was a year of major upheavals. To bring our focus back on the department store and omni-channel business, we have exited from all the Company’s non-core businesses.
10 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 11 % 75 + CONTRIBUTION TO TO CONTRIBUTION SALES COMPANY’S retail in the Indian organised entrants has earned Company your sector, longstanding trust and respect that our The fact of customers. 75% contribute customers existing to is a testimony of our revenues with share bond that we the healthy built a have we the years, them. Over is that Company agile retail yet large future. a promising deliver to ready as the the Board from down I step As heart my Chairman of Shoppers Stop, and respect is filled with the love people all the upon me by showered these two with over I connected can sufficiently decades. No words all to heartfelt gratitude my express business employees, the customers, who have and investors associates us. supported welcome all to you request I would B.S. Nagesh as the Non-Executive Mr. with Chairman of Shoppers Stop that and respect the same love upon me in bestowed have you He has been years. the past many since with the Company associated and has donned first day the very its exciting multiple hats throughout I am confident that under journey. uniquely are we his able leadership, the growth accelerate poised to is It momentum of the Company. delight to our constant endeavour for value and create our customers in a sustainable all our stakeholders manner. of Directors On behalf of the Board thank to I want of Shoppers Stop, continued trust, your all for you confidence, and support. Chandru L. Raheja Chairman Million 508 crores during the year. during the year. 508 crores ` 5.3 + demographic profile (in favour (in favour profile demographic earning middle-class of young, population), urbanisation and of the Tier-2 prominence growing growth the key cities, are and Tier-3 is The sector Indian retail. for drivers billion in $672 from grow to projected Further, $1.1 trillion in 2020. 2017 to could retail modern of India’s the size to years three the next double over Retail $111.25 billion (Source: IBEF 2018). Report, invested Company your In FY 2018, identifying significant efforts into priorities and strengthening strategic of this was A result operations. our non-core exited that we format, retail businesses in the mixed and duty-free centres entertainment also segments. We airport retailing the pace of deleveraging accelerated debt and reduce our balance sheet worth will be deployed freed The cash flows the enhance our business and take to heights. greater to Company also put up a Company Your performance. Uptick in healthy sales coupled with like-to-like higher cost-efficiencies and costs boosted in interest savings Going profitability. our overall our reach will expand we forward, with a complementary mix of and our stores brick-and-mortar of this Adoption online presence. will empower omnichannel strategy by ahead of the curve stay us to latent our customers’ meeting needs with speed and and existing efficiency. plus 20-year on my I reflect with association with Shoppers Stop one of the early pride. As a great FIRST CITIZEN LOYALTY FIRST CITIZEN LOYALTY PROGRAMME MEMBERS Dear Shareholders, pride and reflection It is with a great final annual my you to that I present as its of Shoppers Stop report in which a year chairman. It was align decisions to made key we changing dynamics the to ourselves our and secure industry of the retail growth. long-term also a remarkable The fiscal was and was one for the Indian economy implementation by characterised policy reforms of path-breaking such as the goods and services tax (GST). Notwithstanding the initial the supply chain, disruptions across GST will the longer term, over benefit all sections of the economy. Along with enhancing transparency it will and boosting investments, the pace of formalisation accelerate which will aid of the economy, players. organised these withstood Our economy a hiccups efficiently and registered Amid early signs of 6.7%. growth investment, private of reviving and industrial production improving policies, the monetary favourable at grow to is likely Indian economy in the ongoing fiscal (source: 7.4% owing power RBI). Rising purchasing enablers such as a normal multiple to government for hike monsoon, pay and continued thrust to employees propel to is likely economy the rural in the economy. consumption growth of the prospects This will improve sector. retail India’s of the online retail growth With rapid segment on one hand, and increasing on players foreign participation from industry Indian retail the the other, phase. an exciting is going through improving growth, economic Healthy MANAGING DIRECTOR’S REVIEW
On the business side, FY 2018 was a hallmark year for us. We have made strategic decisions to evolve our business as our customers’ preferences have evolved.
Dear Shareholders, At Shoppers Stop, our number one goal has been to transform the way India shops. This approach has always guided our strategy and served our stakeholders well. FY 2018 was no exception, despite the year being fraught with extraneous challenges. We ended the year with a sales growth of 3.4% and our operating profit (EBITDA) stood at ` 227.65 crores. While the long-term macro India story remains intact, there were substantial structural hiccups in the first half of last year, mainly on account of the mammoth roll-out of GST. But with our team’s many years of experience successfully in managing such challenges, we were
12 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 13 and pricing. We are positive that positive are and pricing. We bear fruit in the these changes will and be a game-changer coming year for the brand. exciting, create continue to We unique and engaging experiences Our aim is not for our customers. elevate delight, but also to just to believe We experience. customer and in technology our investments analytics will further help us enhance centricity. our customer and our for our customers Our love has compelled us passion for retail conduct our we at the way relook to in shaping business and our role bring to want We story. retail India’s bringing shopping by back to the joy retail. back to the romance My life has been enriched both and personally in the professionally while donning various last 17 years in this wonderful management roles at Shoppers journey and exciting be a part of humbled to I feel Stop. in which this magnificent journey key has achieved Company your in 7 stores going from like milestones marquee 2018, 83 in March 2001 to and partner associations, brand of impactful and successful rollout engagement programmes. customer Suri Rajiv welcome to I am delighted me. Rajiv from over who will take of comes with a rich experience industry, in the global retail 25 years your take him to and I envision heights from greater to Company a extend all to you I request on. here him and continue to welcome warm support in the times ahead as we New’. ‘Start Something S. Shrikhande Govind Managing Director ements
robust retail story, Amazon.com NV Amazon.com story, retail robust registered Holdings LLC, Investment with Investor Portfolio as Foreign by SEBI in India, has invested Company. in your acquiring 5% stake OMNI-CHANNEL PIVOT first among the was Shoppers Stop in e-commerce, invest to retailers and organisational digital technology support a seamless alignment to However, experience. customer understand that customer we changing at an are expectations than just a pace today faster even of this, we In view ago. years few on a path-breaking embarked have India to partnership with Amazon in the online deepen our presence our own space. In addition to www.shoppersstop. shopping site shoppers online com and mobile app, the opportunity to have will now in the Stop Shoppers also experience our flagship via arena marketplace This on Amazon.in. store brand a will give alliance with Amazon.in of our the growth significant fillip to omni-channel business, helping us to of 10% of overall our target achieve much digital touch-points sales from had anticipated. than we quicker BUILDING SUPERLATIVE ASSORTMENT AND CUSTOMER EXPERIENCES In the year gone by, we have have we gone by, the year In of and launched a slew partnered such as Rheson by brands new Nush by Rhea and Sonam Kapoor, Sharma and Smashbox Anushka to will continue We in beauty. bring opportunities to evaluate and sought-after in aspirational our fold. into brands making improv are we Further, in our Private brands portfolio brands in our Private styling to especially with respect
In a bid to sharpen our focus on our In a bid to business and department store core decided we omni-channel strategy, non-core our peripheral exit to divested we businesses. Therefore, — Retail in Hypercity our stakes format, Timezone retail the mixed – the Limited Private Entertainment entertainment JV business of family (India) and Nuance Group centres, airport – the duty-free Pvt. Ltd. that these believe We JV. retailing in giving us the eagle will serve exits significantly to focus required eye scale-up our core-businesses change our while also dramatically increase and thereby balance sheet be to aim We value. shareholder FY 2019. by debt-free completely open 4-6 department to plan We each beauty stores and 8-10 stores a reach to 3 years for the next year footprint. Where wider and broader not present, are stores our physical will give our online shopping site a of shopping at the joy customers investment Our robust single click. in omni-channel will continue steadfastly. to as a testament Furthermore, and India’s potential Shoppers Stop’s SHARPEN FOCUS ON CORE THE BUSINESS + STRENGTHEN BALANCE SHEET able to swiftly adjust our inventories adjust our inventories swiftly able to are of this, we a result and sales. As Company that your report to happy is 100% GST compliant and all have in the supply-chain processes power been seamlessly aligned to and upward. onward On the business side, FY 2018 was have for us. We a hallmark year evolve decisions to made strategic our business as our customers’ evolved. have preferences 14 Annual Report 2017-2018 We are upping the ante, we are revitalising the business, we are changing the way we engage with our customers, we are BRINGING ROMANCE BACK TO RETAIL
15 THE SPARKLING ALLURE OF OUR BRANDS From the moment you step into our stores or click onto our shopping website, you are drawn into a luscious array of the best Indian and international brands. We offer an incomparable range of fashion apparel, accessories, beauty, footwear, perfumes, home products, maternity and childcare products, toys and much more.
Over the years, in order to distribute exclusive fashion brands in and homegrown in the truest sense. differentiate ourselves and keep the country. The design sensibility and concept our customers hooked to our comes from Rhea and Sonam and One of our big-ticket announcements assortment, we have introduced to the Shoppers Stop team brings their in FY 2018 was the launch of India multiple exciting fashion labels vision to life with our long-time retail Rhea and Sonam Kapoor’s highly- and brands through exclusive and experience. anticipated fashion brand Rheson. non-exclusive retail arrangements Rheson is a complete embodiment In the year gone by, we also with coveted brands. We have of Rhea and Sonam’s style statement introduced Anushka Sharma’s also partnered with India’s leading and personalities – each piece of popular fashion brand Nush. designers, fashion icons and the collection is distinctive, unique celebrities to co-create and/or
Our beauty business is one of the brands such as Estee Lauder, M.A.C, the world of beauty and cosmetics, key drivers of our top-line growth Clinique, Bobbi Brown, Smashbox, and helping them experience such and also among our biggest Guerlain, Clarins, L’Oreal, Shiseido, renowned brands on their home turf differentiators in the market. Our Elizabeth Arden and many more and on their own terms. Our beauty assortment of beauty, skincare lining our shelves. We pride ourselves advisors and experts are nifty, helpful and cosmetics is unparalleled with on introducing to our customers and always ready to serve customers with a smile.
16 Annual Report 2017-2018 RHEA & SONAM ANUSHKA KAPOOR’S HIGH- SHARMA’S HIGH- STREET FASHION STREET FASHION BRAND — RHESON BRAND — NUSH STRATEGIC REPORT
KRITI SANON’S VIRAT KOHLI’S WOMEN’S LINE BREAKAWAY — MS. TAKEN YOUTH FASHION BRAND — WROGN TTTR EOT FINANCIAL STATEMENTS STATUTORY REPORTS
DESIGNER ROCKY A WOMEN’S HIGH- STAR’S LINE– RS BY STREET BRAND ROCKY STAR BY FASHION STALWARTS DOLLY SIDHWANI, BHAVANA PANDEY AND NANDITA MAHTANI — LOVE GEN
17 THE SHEER JOY OF MAGICAL EXPERIENCES We have always believed that shopping is an emotional experience and not a transactional exchange. And while the retail ethos may have shifted over the last few years, our endeavour is to keep the needle pointing due north by creating joyful experiences for our customers each time they walk into our stores or shop online.
MAGICAL MAKEOVER RENDEZVOUS WITH PATH-BREAKING PERSONAL MARATHONS CELEBRITIES SHOPPER PROGRAMME We organise annual Makeover We organise exclusive meet and The Personal Shopper programme Marathons across the country greets with A — listers, bollywood has been a resounding success. The where we create exclusive make- celebrities and influencers to give Personal Shopper is a well-trained up booths for customers and give our customers a chance to advisor who has expertise in the them the opportunity to experience interact with their favourite brand latest fashion trends, a complete and use high-end beauty and ambassadors and influencers. In the understanding of the store and cosmetics brands including Clarins, past year, Rhea and Sonam Kapoor brands, and an innate ability to Dior, Shiseido, Givenchy, Elizabeth visited our stores to style 100s of assess customers’ needs, shortlist Arden and many more. Customers young girls in Rheson. Kriti Sanon products and help them arrive at are treated to complimentary visited our Kolkata store to interact a shopping decision. Our stores makeovers and tutorials by with fans of Ms. Taken. have designated premium Personal professional make-up artists Shopper Lounges where customers from the finest of skincare and are consulted and assisted. cosmetic brands. Through this initiative, we wish to create a stress-free shopping experience for our customers. The Personal Shopper Service is a complimentary service and is available across all stores in the country. By creating an initiative focused on customer delight, we have seen average ticket size increase by nearly 300% for assisted customers.
18 Annual Report 20182017-2018 STRATEGIC REPORT TTTR EOT FINANCIAL STATEMENTS STATUTORY REPORTS
SERVICES IN THE COMFORT PERSONALISATION AND OF YOUR HOME CUSTOMISATION Recently, and owing to the To celebrate our 26 years in the retail programme’s success, we are business, we conducted an exclusive rolling out the Personal Shopper personalisation and customisation Service ‘AT HOME’ across our stores drive in our stores. Customers were in a phased manner. Through a prior given a chance to create their own appointment at select stores, a signature aroma with Soulflower, Shoppers Stop Personal Shopper engrave their name on any Cross will visit our customers’ homes Pen, and create a customised to offer complimentary trials, monogram on select products. pay-at-home service, curated collections and personal styling all from the convenience of our customers’ home.
19 THE IRRESISTIBLE ATTRACTION OF OMNI- CHANNEL Digital disruption and the explosion of e-commerce has had a catalytic effect on modern retail. Today, customers are platform-agnostic and therefore don’t view brands as distinctly online or offline. Instead, they look for a seamless, integrated and unified shopping experience across all brand channels. We understand the way India shops and have therefore altered our business model to delight our customers each and every time.
We have been one of the River Sand Master Datata earliest believers and Management to enablele adopters of O2O (Online one-view of the customer,omer, to Offline). We began our one-view of order andd journey of pivoting to one-view of inventory.y. omni-channel way back in This is aimed at creatinging 2015 via our partnership with a seamless and unifiedd SAP for their Hybris software shopping experience forfor — the world’s fastest growing customers across multipleltiple commerce platform provider. channels i.e. Physical stores, Web, Social, andnd Subsequently, we Marketplaces. Going a ststepep have adopted multiple further in our omni-channelhannel technologies such as play this past year, wee Warehouse Management embarked on a path-breakingbreaking System (WMS), Order partnership with Management System, CRM, Amazon India. Enterprise Service Bus and
20 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 21 21 EVERY CONVERSATION AN AFFAIR TO REMEMBER
We listen closely to our customers and understand the way they think and buy. We customise our language to engage and delight. Every conversation with our customers, be it online or offline, is crafted to create a lasting and meaningful impact in their life.
Take for instance our popular First Citizen Loyalty Programme which is Dining privileges on Shoppers one of the longest-running loyalty Stop First Citizen Card programme in the country. Started in 1994, our loyalty programme now We recently introduced Dining has more than 5 million members Privileges on the First Citizen across the country who contribute Card where First Citizens to over 74% of sales. They represent can enjoy exclusive offers, the most premium buying power in discounts and complimentary India. But more importantly, they are dishes across their favourite our most cherished asset. restaurants. More than 275 premium restaurants have been With over 20 years of recorded on-boarded so far. transactions from the programme, our vast data provides rich insights into customers’ shopping behaviours, habits and preferences. We are able to listen, understand and talk to customers in a customised and personalised manner that is unrivaled industry-wide.
22 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 23 23 Digital technology and social Digital technology us uninhibited media affords with our customers. interaction them and to connected Staying engaged with them only allows our further strengthen us to Facebook From relationship. Twitter viral to interactions informative campaigns, from quirky videos to YouTube our social media Insta stories, platforms speak the language of and the young-at-heart. the youth HAS PAGE OUR FACEBOOK MORE THAN 10 MILLION FANS RETAILER MAKING US THE TOP IN INDIA. ON FACEBOOK 415 crores worth of incremental of incremental worth 415 crores In FY 2018, we have achieved achieved have we In FY 2018, ` We have created a dedicated a dedicated created have We the analyse to team Anayltics data. First Citizen proprietary with the is tasked The team understand the to responsibility shopping data and cull insights. These insights (branded as “First Insight”) internally targeted create to used are communications one-to-one offers for and relevant which in turn customers sales. incremental lead to such initiatives. sales through BOARD OF DIRECTORS
MR. CHANDRU L. RAHEJA MR. B.S. NAGESH MR. RAVI C. RAHEJA Chairman and Non-Executive Chairman and Non-Executive Non-Executive Director Director Director Mr. Ravi C. Raheja, 46, an MBA Mr. Chandru L. Raheja 77, has Mr. B.S. Nagesh, 59, is the Founder of from London Business School, has extensive experience in the real TRRAIN (Trust for Retailers and Retail 24 years of experience across real estate, hospitality and retail Associates of India) and the not for estate, retail and hospitality. His industries across India. He has been profit company TRRAIN Foundation. multivariate experience and acumen involved in real estate development TRRAIN has a vision of “Empowering has led him to spearhead business for more than four decades. Under people in Retail”. In the last 6 years development for the Real Estate arm his leadership, K. Raheja Corp. Group it has created livelihood for more of K. Raheja Corp. Group. He also has built residential and commercial than 8,500 disabled youth and skilled plays a key role in guiding the teams buildings, hotels and malls more than 26,000 youth in retail. of the retail and hospitality divisions. throughout India. His vision and Mr. Nagesh has been involved A respected name in India Inc., foresight enabled K. Raheja Corp. to with Shoppers Stop and its group Ravi has held important positions develop Mindspace, an integrated companies since its inception in 1991 on several key forums, as Mumbai township with commercial, retail and as its first employee. He stepped Chairman of the Indian Green residential developments at Malad, out of the day-to-day roles of the Building Council and of the World Mumbai. Similar developments are business as Managing Director in the Economic Forum. now being carried out in other cities. year 2009. Known for his benevolence and Mr. Raheja stepped down as the With effect from June 8, 2018, he an innate need to give back to the Director and Chairman of the has been elevated as Non-Executive society, Mr. Raheja plays a key role in Company with effect from Chairman of the Board of Directors the group’s philanthropic initiatives June 8, 2018, on account of and the Company. Prior to that, he through K. Raheja Foundation, his age, seniority and increasing was Vice Chairman of the Company. Sadhana Education Society and S. L. personal engagements, after Raheja Hospital along with several having served in this position other initiatives in the space of for more than two decades. human, community and sustainable investment. Having built an excellent foundation, Ravi spearheads the next phase of growth for the Group.
24 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 25 PROF. NITIN J. SANGHAVI NITIN J. SANGHAVI PROF. and Non-Executive Independent Director is a 69, Nitin Sanghavi, Professor and Marketing of Retail Professor at Alliance Manchester Strategy Business School, UK. He brings immense wisdom as our Board to and rich experience an educator around with retailers of working He 33 years. the globe over and PhD from holds a Masters He of Manchester. the University at has been Visiting Professor institutions in Japan, respected India Spain, Italy France, Australia, Business and USA including Harvard School. He also acts as a strategy of many the Boards advisor to in organisations blue-chip retail and , Middle East USA UK, Europe, India. He has also been advisor to the British Council, Commonwealth to and Special Advisor Secretariat He has Bank on Retailing. the World globally awards many been given for his outstanding contribution to consistently and is ranked retailing retail top as one of the world’s professor. MR. DEEPAK GHAISAS MR. DEEPAK and Non-Executive Independent Director is a qualified Deepak Ghaisas, 60, Mr. Cost Accountant, Chartered Secretary. and Company Accountant development, He leads strategy visioning and conceptualisation business models of breakthrough his new Group, for Gencoval Bio Tech. and in Healthcare venture Ghaisas is the first Indian CFO to Mr. with the prestigious be felicitated award. CFO Asia MR. NEEL C. RAHEJA Director Non-Executive is a Post 43, Neel Raheja, Mr. from in Commerce Graduate a He also holds Mumbai University. and has successfully in Law Degree the Owner/President completed from Management Programme the Business School. Over Harvard he has been actively last 25 years, Corp. with K. Raheja involved a Group businesses. As Group’s he has spearheaded President, and business development Hotel and been instrumental in growth, Shoppers like establishing brands Inorbit Malls and Crossword Stop, Bookstores. BOARD OF DIRECTORS (CONTD.)
MR. MANISH CHOKHANI MR. NIRVIK SINGH MS. AMEERA SHAH MS. ABANTI Independent and Independent and Independent and SANKARANARAYANAN Non-Executive Director Non-Executive Director Non-Executive Director Independent and Non-Executive Director A CA and MBA from the Mr. Nirvik Singh, Ms. Ameera Shah, 38, is London Business School, 54, is a marketing the Promoter & Managing Ms. Abanti Mr. Manish Chokhani, 51, communications veteran Director of Metropolis Sankaranarayanan, an is one of India’s most and has been in the Healthcare Ltd., a reputed Economics Graduate from respected investors and business for over 29 chain of diagnostic centres St. Stephen’s College, Delhi financial experts. From years. He is currently with a loyal customer and an MBA from Indian 2006 to 2011, he was MD Chairman & CEO of base across India, South Institute of Management & CEO of Enam Securities, Grey Group Asia Pacific, Asia, Africa and Middle (IIM), Ahmedabad, leads and led its $400 million Middle East and Africa, a East. Metropolis delivers the Strategy and Corporate merger in 2011 with Axis leading global marketing over 30 million tests Affairs functions at United Bank to create Axis Capital communications network. annually and caters to Spirits – a Diageo Group Ltd., which he led as MD He has been credited with over 2 lac consultants Company. Prior to Diageo, & CEO until end of 2013. Grey’s growth in the region across emerging markets. from 1992, Abanti served From 2014 to 2016, he and oversees a network of Metropolis is rated as a member of the Tata served as Chairman of over 2,000 professionals amongst the top 1% Administrative Service TPG Growth — India and is across 22 countries in laboratories globally (TAS) cadre in an illustrious currently a Senior Advisor 27 cities. Mr. Singh is a for its quality systems career where she held key to TPG Group. He serves Graduate from St. Xavier’s and protocols. Named roles managing some of as independent director College, Kolkata. amongst ‘Asia’s Most the best known consumer on the boards of Zee Powerful Women in brands of the Tata Group in Entertainment, Westlife Business’ by Forbes Asia India, UK and the US. Development, Axis Capital, and ‘Fifty Most Powerful Ms. Abanti and Laxmi Organic. Women in Business’ by Sankaranarayanan, Fortune India, Ms Shah stepped down as an is recognised as a global Independent Director of thought leader in the the Company, with effect healthcare industry. from June 8, 2018, due to Ms. Shah has joined commitments at her work the Board as Additional place. (Independent) Director, w.e.f. June 8, 2018, subject to approval of members of the Company.
26 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 27 Chief Executive Chief Executive & MR. RAJIV SURI and Associate Care Customer Managing Director Officer the Managing Suri, 55, is Rajiv Mr. Officer & Chief Executive Director Suri was Mr. of the Company. as the CEO on January appointed 25 years He brings over 2018. 9, leadership experience of strategic Africa Middle East, Europe, across record track with a proven and Asia change of driving transformational store accelerating in organisations, operational by powered expansion efficiencies and reenergising He paradigms. culture corporate Management Retail holds a Strategic the prestigious certification from Business School. Harvard at its meeting of Directors The Board appointed 2018, held on June 8, Suri as an Additional Rajiv Mr. and Managing Director, Director as “Managing Director designated Officer” of the & Chief Executive of approval subject to Company, and of the Company shareholders as may approvals, other regulatory be applicable. MR. GOVIND SHRIKHANDE MR. GOVIND and Associate Care Customer Managing Director is the Shrikhande, 57, Govind Mr. of the Company. Managing Director Shrikhande has been with the Mr. than seventeen for more Company in role a key and has played years 7 stores from growth the Company’s (including 97 stores in 2001 to He was till date. stores) HomeStop also instrumental in the re-branding the Department of Store initiative in the format – Shoppers Stop 2008. year joining Shoppers Stop, Before than spent more Shrikhande Mr. in leading textile working 16 years companies, such as and apparel and Bombay Arvind, Arrow Mafatlal, of Textile He is a graduate Dyeing. Jijabai Veermata from Technology (VJTI), Institute Technological Mumbai, and is a management of Institute Symbiosis from graduate Business Management, Pune. as resigned Shrikhande, Mr. w.e.f. a Managing Director He has stepped 2018. June 30, other interest, pursue to down his personal commitments and other engagements. MR. GARETH THOMAS and Independent Director Non-Executive holds 61, Thomas, Gareth in Law an Honours Degree of the University from up the decade For Wales. Retail until 2010 he was of John Lewis, Director a 30 after retiring before with the John career year He is Partnership. Lewis for the Tate a Trustee now Galleries and the American Museum in Britain. He is a Non- Executive of on the Board Director Group, the Co-operative in UK. Thomas Gareth Mr. as an down stepped of Independent Director with effect the Company on 26, 2017, October from account of his personal engagements and new commitments. CORPORATE INFORMATION
Board of Directors Registered Office & Service Office Chandru L Raheja (upto June 8, 2018) – Chairman Umang Tower, 5th Floor, B. S. Nagesh (w.e.f. June 8, 2018) – Chairman Mindspace, Off Link Road, Ravi C. Raheja – Director Malad (West), Mumbai - 400 064, India. Neel C. Raheja – Director Website: www.shoppersstop.com Deepak Ghaisas – Director E-mail: [email protected] Nitin Sanghavi – Director CIN:L51900MH1997PLC108798 Manish Chokhani – Director Nirvik Singh – Director Ameera Shah (w.e.f. June 8, 2018) – Director Statutory Auditors Abanti Sankaranarayanan (upto June 8, 2018) – Director S R B C & CO LLP Gareth Thomas (upto October 26, 2017) – Director Govind Shrikhande (upto June 30, 2018) – Managing Director Rajiv Suri (w.e.f. June 8, 2018) – Managing Director Internal Auditors & Chief Executive KPMG Officer
Audit Committee Registrar & Share Transfer Agent Deepak Ghaisas – Chairman Karvy Computershare Private Limited Ravi C. Raheja – Member Karvy Selenium Tower B, Plot 31-32, Gachibowli, Nitin Sanghavi – Member Financial District, Nanakramguda, Hyderabad - 500 032. Manish Chokhani – Member Tel 040 6716 1500 Fax 040 23420814 E-mail [email protected] Nomination, Remuneration & Corporate Governance Committee Nirvik Singh – Chairman Bankers Neel C. Raheja – Member Axis Bank Limited Nitin Sanghavi – Member ICICI Bank Limited IDBI Bank Limited IDFC Bank Limited Stakeholders Relationship Committee HDFC Bank Limited Ravi C. Raheja – Chairman Kotak Mahindra Bank Limited Neel C. Raheja – Member Yes Bank Limited B.S. Nagesh – Member Bank of India Deepak Ghaisas – Member
Management Team Corporate Social Responsibility Committee Govind Shrikhande Ameera Shah – Chairperson Rajiv Suri Ravi C. Raheja – Member Amin Kassam Rajiv Suri – Member Gopal Asthana Karunakaran Mohanasundaram Maneesh Mittal Company Secretary BVM Rao Bharat Sanghavi Anil Shankar Devadas Nair Sumit Puri
Solicitors Wadia Ghandy & Co.
28 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 29 0.6 lacs) 130 0.75 4.45 ` 4,161 3,326 70,017 15,402 (3,734) 278,557 293,959 (All amount in 81 78 78 88 82 0.1 0.8 0.8 0.7 3.2 2.8 2.5 2.7 2.3 3.6 3.0 2.8 2.8 2.8 0.6 0.9 0.8 0.9 0.9 7.33 4.75 4.84 4.49 1.35 (2.39) 3.0 4.9 4.4 0.75 0.75 0.75 0.75 9.2% 6.4% 8.9% 8.5% 8.3% 2.1% 3.1% 8.5% 5.0% 10.2% (157) 792 (1,444) (1,605) 5.3% 5.0% 5.8% 5.6% 5.0% 0.5% -0.5% 0.6% 1.2% 1.2% 2.0% 1.2% 2.2% 2.0% 2.1% 1,978 429 361 (956) (996) 5,793 6,552 7,451 4,501 3,738 32 5,625 6,956 6,271 8,738 57,590 58,983 51,839 45,131 15.46 11.45 14.56 15.29 11.93 1,866 (1,994) 2,288 4,074 3,700 8,082 4,812 8,006 6,956 6,338 4,344 4,780 2,381 - 67 32.1% 32.6% 32.9% 34.3% 33.6% 28.2% 29.2% 29.1% 30.0% 29.6% 11,193 11,553 9,856 8,581 6,178 86,511 89,464 83,583 79,351 112.86 91.11 93.33 92.44 88.02 22,025 20,184 21,648 19,158 41,985 19,073 17,969 16,095 14,582 30,010 27,350 24,552 22,703 20,445 66,593 65,220 65,943 61,056 58,090 2017-18 2016-17 2015-16 2014-15 2013-14 371,591 381,023 353,577 324,517 290,633 377,383 387,574 361,028 329,018 102,097 133,237 136,487 129,323 118,994 355,358 367,390 339,380 309,860 ) ` Care, Mac, Clinique, Estee Lauder, Bobbi Brown, Smashbox & Airport Business). Smashbox Bobbi Brown, Lauder, Mac, Clinique, Estee Care, years to that extent. to years
Basic 1.37 (2.39) 3.0 4.9 4.5 Diluted Profitability Statement Profitability Interest and finance chargesInterest Depreciation 2,751 3,820 3,786 3,621 2,886 Employee costs Employee expenses and administrative Operating EBIDTA Other Operating & Miscellaneous Income & Other Operating EXPENDITURES Cost of goods sold 238,837 250,576 231,245 207,806 188,096 INCOME Sales Retail Gross Tax Added Value Less: of taxes) Sales (Net Retail Gross 413,576 400,096 371,545 340,613 305,215 No. of StoresNo. 165 150 146 138 PAT Margin PAT Coverage Interest Operating Margin (EBIDTA) (Before exceptional item) exceptional (Before (EBIDTA) Margin Operating Fixed Assets Fixed Capital Working Net Reserve & SurplusReserve Funds Loan (Liability) / Assets Tax Deferred 90,939 71,900 73,691 72,360 68,706 Profit Before Tax after exceptional items exceptional after Tax Before Profit tax After Profit Profit Before Tax before exceptional items exceptional before Tax Before Profit Items Exceptional Dividend Per Share Dividend Per Mother (viz. Home Stop, and Speciality Stores Department stores includes the Shoppers Stop Number of stores 1:- Note and calculation purpose. Presentation for been regrouped have Figures 2:- Note with earlier and not comparable requirement as per Ind As been stated have & 2017-18 2016-17 for 2015-16, Figures 3:- Note MIS) – Company (Source Debt Equity Ratio Debt Equity INVESTORS RETURN TO on NetworthReturn on Capital Employed Return 12.6% 11.2% 15.3% 14.2% 13.0% Creditors No. of Days No. Creditors Ratio Turnover Stock Ratio Current Ratio Turnover Assets BALANCE SHEET RATIOS of Days No. Debtors 2 2 2 3 3 Gross Profit Margin Profit Gross Expenses Ratio Operating item exceptional before PBT Margin PROFIT & LOSS RATIOS PROFIT & LOSS growth)Sales (Chain level growth) Like to Sales (Like 3.4% 7.7% 9.1% 11.6% 19.2% Capital Employed Cash EPS Book Value Per Share (in Share Per Book Value BALANCE SHEET ITEMS CapitalShare 4,398 4,175 4,173EPS 4,168
& KEY RATIOS & KEY FINANCIAL HIGHLIGHTS HIGHLIGHTSFINANCIAL – STATUTORY REPORTS – MANAGEMENT DISCUSSION AND ANALYSIS for the year ended 31 March 2018
INDIAN RETAIL. in relation to its price, effective allocation of space would help modern retail grow consistently. The last two decades, Indian Retail Industry has undergone considerable change with respect to size, scope and S.W.O.T. ANALYSIS complexity. From USD 672 billion in 2016, the Indian Retail market is expected to grow to USD 1100 billion in 2020 Strengths: with the help of rise in income levels, growing aspirations, y First Citizens: Our Loyalty Programme ‘First Citizen‘ favourable demographics and ease of credit. Globally, India has continued to be one of the main strengths of is fifth-largest destination in retail space and is growing at our business. We crossed the 5.3 million mark in a rate of 12% per annum. memberships, making it one of the largest loyalty programmes in the country across sectors. The E-TAILING. Company continues to believe that its loyalty India’s internet population will grow to 650 million users in programme is not only a source of substantial 2020 from 430 million users in 2017, covering nearly half competitive advantage, but also a very strong the population of the country. 20% of these internet users strategic tool. Your Company believes that its First have already adopted e-commerce and this is projected Citizens will continue to drive its growth by increased to grow to 30% by 2020. With the digital ageing (time for average expenditure in our stores, aided by data- which user has been active on the internet) expected to driven and analytics-backed targeted activities/ cross 2 years by 2020, the wallet share of e-commerce promotions. Our fan base on social media has also amongst adopters will also grow, potentially resulting in been increasing, with more than 10.8 million fans on online transactions worth USD 100 billion in 2020 with our Facebook page. We see significant opportunities 40-45% of these being for e-commerce. Apparel on both these platforms for engaging our customers. and Beauty categories are likely to lead this phase of y Management Strength & Corporate Governance: e-commerce growth, with women shoppers forming as The Company has a professional and well- much as 45% of the digital adopters. Tier 2/3/4 cities are established management team. Furthermore, the expected to grow to nearly 50% of the online spends, up Company’s unwavering focus on good corporate from 40% in 2017; and the current youth mix (74% online governance has been a beacon for the industry. shoppers aged less than 34 years in 2017) will decline to Our internal and external auditors are amongst 67% by 2020. the Big 4 audit firms of the globe. The Board has 5 independent Directors with rich & diverse experience MODERN RETAIL across Industries & Geographies. Modern Retail in India has seen a dream run in the past year y Strong Brand: Shoppers Stop has been a forerunner in on the basis of strong valuation rating and improvement establishing a Pan India Retail Brand. Our strong brand in business performance. Modern retail is well poised, image, helps us in being, the first choice for shopping after demonetisation and GST, given its underpenetration by elite customers, anchor tenant for mall operators & to total trade. Retailers have become more agile and place to launch new brands for all brands & suppliers. investible, with increased focus on return ratios, debt reduction and exit from non-core assets. y Strong focus on Systems, Processes and People: Besides continuing to invest in retail front end as well as MODERN RETAIL – CHALLENGES AHEAD. back end processes with IT enablement, the Company is investing into technology transformational projects. Discounting by online retailers has taken a toll on physical The Company believes that continuous investment in retailers due to the shift from physical to online platforms people, process and technology will drive sustainable on heavy discounting. However physical retailers now and profitable growth for the Company. We have in being more prepared and online players focusing on the past year, undertaken a number of new initiatives profitability some stabilisation of the competition from in the technology transformation and continue online retail is expected. Complete customer experience to improve our current information technology and interaction, strong brand and robust supply chain capabilities and processes. management, store network and scalability are some of the factors for online retailers to go offline. It is critical y Strong Distribution and Logistics Network and for retailers to define a viable transformation agenda to Supply Chain: We have created a robust distribution stay relevant. Efficient supply chain, efficient merchandise and logistics network, with four regional distribution positioning in accordance with catchments, delivering centres covering more than 510,000 square feet in-store experience, ensuring optimum merchandise value handling over 400,000 SKUs per year and working 24x7. The organisation strongly believes that the
30 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 31 Your Company, Company, Your Rent is one of the Rent The Private Brand Business Brand The Private Economic slowdowns have a have slowdowns Economic Your Company continues to continues to Company Your Development of New Technologies: Technologies: of New Development Pressure on retail lease rentals: on retail Pressure costs, fixed business’ in a retail components largest The the Company. for is no different and the case also one is retail brand of 100% FDI in single permission demand for prominent for increased of the reasons in to malls consequently resulting in key catchments of concern is also a matter cost Power higher rentals. on profits. pressure as it puts substantial Internet usage: Brands by being adopted Platforms E-commerce B2B Applications; as well B2C & or by themselves could of older technologies as the obsolescence a significant impact on the performance of the have will be making focused and The Company Company. technologies new embrace to substantial investments which is a for the Omni-channel, and infrastructure site. and online store combination of physical Economic Slowdown: being the end impact on consumption. Retail direct of consumption in the supply/Value service provider difficulties in an environment face chain, is bound to continuously The Company of economic slowdown. activities and marketing up the at stepping looks the Company’s protect to cost control strong profitability. Geographical reach: footprint. The Company’s its Pan-India increase the number of departmental increase to strategy city wise penetration improve and therefore stores, cities in existing share market increase cities, in new in those cities, and stores additional new through unchanged. Over cities, remains in Tier II stores new space has retail the Company’s years the last Seven for the year feet 2.3 million square from increased for feet square 4.3 million 31, 2011 to ended March 31, 2018 which is an impressive ended March the year of 87%. increase and expansion: diversification Format has share, wallet capture to in its constant endeavour multiple formats viz., which into HomeStop diversified Brown, Bobby and soft furnishing, M.A.C., hard retails high & Clinique which retail Smashbox Lauder, Estee which Mother Care products, care & skin end makeup has The Company and kids merchandise. infant retails retailing internet into also made a successful foray continues portal. The Company its e-retailing through these formats successfully and will maintain expand to on them. a focus Brands: & Exclusive Private important component in our business. We is a very Labels being just fashion from our journey started with high customer National Brands becoming to is number one apparel ‘Stop’ recall. and Brand traction has The financial growth in Shoppers Stop. brand monitor so as to been mapped season-over-season Brand of Private share the increase towards and work brings the brands the Chain. Private contribution to in business. differentiation much needed product y y y Opportunities: y y y We continue to develop develop continue to We The Company believes that believes The Company This year, the Company shall focus on Company the This year, We believe the key risk to our growth is our growth risk to the key believe We ‘hub-and-spoke’ model followed by it for its Omni- by model followed ‘hub-and-spoke’ which supports the distribution network channel & Mortar Centre Distribution e-commerce/Brick for the Strategy stead stand it in good will Operations, in the forthcoming years. envisaged all levels across (CCAs) Associates Care our Customer for centres & Assessment Development through planning and succession decisions, career promotion development and organisational planning. Individual We centre. of the assessment is the primary objective year every survey Satisfaction also conduct Associate us in identifying the which helps ASI scores, and derive and pride fairness credibility, of respect, scores index benchmark to continue We with the organisation. consultants, and benefits through our compensation our associates pay with the best in the industry to accordingly. with business and their relationships estate the real preferred helped us acquire which have developers, in Our investment rates. at competitive properties a in to has resulted years five four to in last stores new at prominent department of 83 stores network robust also are We the country. across spread catchments to embarking on our omni-channel journey parallelly in India. growth ecommerce the exponential tap into E-commerce: strengthening its e-commerce presence to build on build to presence its e-commerce strengthening drive to the last 3 years made over the investments seamless create and to than 100% sales growth, more drive to offline in order online and across experiences as adoption of sales, as well digitally influenced store and on leveraging customers store digital channels by sales through, improve to its partnership with Amazon traffic the vast to making our full assortment available experience develop as to as well Amazon; by garnered consumer increase to stores at Shoppers Stop centres & hence foot-falls. engagement relevance, its through Shoppers Stop the country will discover of the convenience digital shopping channels due to shopping our full assortment at best prices across with & Amazon mobile, website channels viz. stores, exchange return, of being able to the added advantage anywhere. anytime, Execution: execution has a strong The Company risk. execution execute to it has the capability believe and we team formats. retail varied Employee retention: is of prime and retention satisfaction employee personnel importance. The demand for experienced and in the near term will only increase in modern retail that this problem believes Company Your long term. growth a steady will persist until the industry reaches phase.
our Human capital: Enhancing association with our Promoters’ benefit from We
y y y Risks and Concerns: Risks y y consumers across that more believes Company The The product, trend mapping, visual merchandising, chain, is bound to face difficulties in an environment in-store presentation, brand building, discounting and of economic slowdown. phasing strategy is bring worked upon at a category y Threat of new entrants: With India continuing to level so as to bring a diverse and unique assortment be an attractive retail market, the Company expects and experience for the consumer. The brand team is many new entrants into the sector, thus increasing also working towards increasing the sell through of competition. However, the nationwide footprint, range and improve the fashion quotient as apt for the excellent customer service levels, look & feel of the target consumer segment. Through Brand building stores, competitive product offerings & capability and engagement of loyalty customers we are pushing of its management team to execute the business for analytics driven sales and are also working closely operations & expansion are the few factors amongst with Marketing to increase footfall and get more new many which would certainly help the Company to customers to the store. retain its market share. y Omni-channel: New-age, digital companies are y Competitive rivalry in the industry: There is intense increasingly chasing ubiquity in the customer’s life, rivalry among leading national retailers for new and hence aiming to become one-stop-destinations locations and quality real estate. The Company for all digital needs of the customer, while also starting believes that it has a robust pipeline of stores for to create off-line presence to make up for the absence future expansion. of ‘experience/touch-feel-try’. Growing competition from online players’ price war The Company had recognised this shift at an early among e-tailers for ramping up sales by offering steep stage and developed a strategy to counter the impact. discounts, attractive deals and lucky draws on a range Over the last 3 years, the Company has made of products, has brought disruption to the traditional significant investments to embrace new technologies retail sector. and infrastructure for omni-channel, which is a Availability of quality real estate space at commercially combination of its physical and digital customer touch viable cost and at desired locations is a greatest points. challenge and will impact the growth of the Company. The Company continues to make focused investments Retailers measure entry as footfalls, which is the in technology & operations set-up towards providing number of people entering the stores. This is seamless shopping experiences through online and computed through manual count in all stores during by digitally transforming our stores continuing to trading hours. drive profitable revenue growth. Adding to the online commerce platform (SAP Hybris), CRM (Microsoft CUSTOMER ENTRY Dynamics) and WMS (JDA) built over 2015-2017, last DEPARTMENTAL STORE year, the technology rollout with the deployment of Riversand Master Data Management (MDM) for a (Customer entry in million) unified view of product and customer, IBM Sterling 2017-18 42.5 Order Management System for a unified view of 2016-17 46.8 orders, and an integration layer involving TIBCO’s 2015-16 45.4 Enterprise Service Bus (ESB) to enable customer 2014-15 45.6 journeys across channels. 2013-14 46.8 As a result, of these initiatives, the Company has now (Source: Company MIS) been able to introduce omni-channel experiences such as Express Store Pickup and Ship from Store, CONVERSION RATIO while growing online sales for FY 2018 by 63% over Conversion is the ratio of the number of transactions FY 2017. (Cash Memo) versus the total customer entry into the The Company entered into a commercial agreement stores. Tracking conversion helps the retailer understand with Amazon Seller Services Pvt. Ltd. wherein the productivity of his front-end store employees and the Shoppers Stop now has an exclusive flagship store attractiveness of the merchandise and services. on the Amazon marketplace – listing the Company’s portfolio of 400+ brands. Additionally, as part of this CONVERSION RATIO % arrangement, Amazon experience centres will be DEPARTMENTAL STORE created across the physical network of Shoppers Stop stores, and Shoppers Stop & Amazon India will also 2017-18 27.5 conduct joint marketing efforts. 2016-17 26.1 Threats: 2015-16 25.6 2014-15 y Economic slowdown: Economic slowdowns have a 24.3 direct impact on consumption. Retail, being the end 2013-14 21 service provider of consumption in the supply/value (Source: Company MIS)
32 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 33 4.2 14.1 1215 2017-18 13.5 3.8 12.0 3.5 1174 2016-17 10.1 2.9 Year 1136 2015-16 1121 2014-15 1087 2013-14
700 900 600 800
1100 1300 1200 1000
) ( Price Selling Average 2017-18 2016-17 2015-16 2014-15 ` 2017-18 2016-17 2015-16 2014-15 (Source: Company MIS) Company (Source: (Source: Company MIS) Company (Source: BRAND SALES MIX % EXCLUSIVE MIS) Company (Source: SELLING PRICE (ASP) AVERAGE Sales divided by Retail is the Gross Selling Price Average the retailer ASP helps the number of units sold. Tracking segment as well align the offering as per the customer to of the floor space. the productivity as improve SELLING PRICE (LIKE-TO-LIKE) AVERAGE STORES) (DEPARTMENTAL PRIVATE & EXCLUSIVE BRANDS & EXCLUSIVE PRIVATE and a differentiated provide aims to Company Your Private its own through the customer to unique offering The brands. private exclusive as through as well Brands as of sales is at 10.1% Brand contribution of Private is working Company Your last year. 12.0% to compared of existing the share drive to initiatives new on several Fratini, Vittorio Curry, Life, Haute Stop, like Brands Private contribution of Sales is at 3.8% brand Exclusive & Kashish. include, brands Exclusive 4.2% last year. to as compared & Desigual Kohli Virat such as WROGN by brands/labels STAR, ROCKY RS by brand, fashion the Spanish fast RHE-SON. FAMINA, BY FLAUNT MIX % BRAND SALES PRIVATE 37.8 36.9 35.8 36.0 36.4 10.2 9600 9171 8974 8.5 8228 8244 ) ` 62.2 63.1 63.6 64.0 64.2 5.0 3.1 2.1 Apparels Non–Apparels 2017-18 2016-17 2015-16 2014-15 2013-14 2017-18 2016-17 2015-16 2014-15 2013-14 2017-18 2016-17 2015-16 2014-15 2013-14 (Source: Company MIS) Company (Source: SALES MIX % STORE DEPARTMENTAL NON-APPAREL Accessories, Personal includes Cosmetics, This category Books Electronics, goods, Home Wares, Leather Jewellery, high aspiration have products and Music. These lifestyle will there consuming class increases, and as the value, The Non- in the demand for this category. be a big surge was sales of the Company total contribution to Apparel 2016-17. 36.4% in to as compared in 2017-18 36.9% (Source: Company MIS) Company (Source: APPAREL sales of the Shoppers total contribution to The Apparel 63.1% in 2017-18 business was departmental store Stop 63.6% in 2016-17. to as compared DEPARTMENTAL STORE DEPARTMENTAL SALES PER SQUARE FEET (IN SALES PER SQUARE (Source: Company MIS) Company (Source: SALES (LIKE-TO-LIKE GROWTH %) GROWTH SALES (LIKE-TO-LIKE STORE DEPARTMENTAL SALES and for Like-To-Like both at chain level Sales Gross 2% was The growth against last year. has grown stores departmental Stop of Shoppers turnover retail in gross on sq. has been computed business. The sales per store built-up area. TRANSACTION SIZE (`) various factors that could lead to Shrinkage at stores and distribution centres. Store Operations along with the Transaction size represents the amount spent by each Supply Chain team have worked together and monitored customer on his buying. This is computed by the total the Shrinkage level on a month on month basis which has sales divided by the number of cash memos. resulted in the Shrinkage percentage being controlled TRANSACTION SIZE (`) at 0.29% of the Turnover and our endeavour will always DEPARTMENTAL STORE be to lower this ratio through proper monitoring and continuously reviewing Inventory management processes and systems. 2017-18 3053 SHRINKAGE 2016-17 2878 (AS A % OF SALES ) 2015-16 2791
2014-15 2615 0.50 2013-14 2667
(Source: Company MIS) 0.45 0.40 MERCHANDISE PURCHASE 0.40 Your Company’s ability to present on the shelves correct 0.38 0.37 0.35 merchandise assortments in the right mix, style, color & 0.36 fashion is one of its most critical success factors. A team 0.29 of Buyers & Merchandisers continuously ensure that the 0.30 pricing strategy and value proposition are completely in tune with the customers’ expectations. We regularly 0.25 monitor sales trends to optimise inventory levels. We 2013-14 2014-15 2015-16 2016-17 2017-18 also take inputs on customer buying behaviour from Year Loyalty and Analytics team to alter the product and brand (Source: Company MIS) assortments. OPERATING PROFIT In order to enrich the quality of data we have moved from JDA MMS system to Master Data Management system. The Operating profit (without exceptional items) for the FY 2017-18 is ` 22,025 lacs as compared to ` 20,184 lacs Our well established systems and processes in Buying last year and 5.3% of sales in 2017-18 against 5.0% in & Merchandising & Logistics enables us to efficiently 2016-17 an increase of 0.3%. manage the flow of inventory to stores, provide prompt replenishments and manage pricing. Your Company believes in a broad distribution of risk EBIDTA with no high dependency on any single supplier and has a diversified supplier base. Suppliers are selected (Customer entry in million) after evaluation based on fairly stringent parameters 2017-18 5.3% 22025 which ensure the quality & reliability of supply. Alternate 2016-17 5.0% 20184 distribution channels for inventory have also been put in 2015-16 5.7% 21648 place as a contingency, should the need arise. 2014-15 5.6% 19158 SUPPLIER RISKS 2013-14 5.0% 15366 Our broadly varied offering necessitates alliances with a (Source: Company MIS) large number of suppliers from various business sectors. NET INTEREST In order to mitigate the risk involved, we enter into arrangements with vendors in various business formats Interest cost has decreased to ` 2,751 lacs as against such as outright buy/sale or return, consignment & ` 3,820 lacs last year. concessionaire/conducting arrangement. PROFIT AFTER TAX SHRINKAGE: The Company has achieved post tax profit of ` 6,201 lacs Shrinkage in the retail business is defined as the loss in before exceptional items, as against a post-tax profit of inventory through a combination of shop lifting, pilferage, ` 2,786 lacs before exceptional items last year. The post- and errors in documentation and transaction processing tax profit after exceptional items is ` 1,160 lacs as against that go unnoticed. We have focus on inventory control. loss of ` 1,993 lacs in last year. We monitor shrinkage on a regular basis and look at
34 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 35
2017-18 2,281,997 2,248,663 2016-17 Year 2,052,649 2015-16 1,957,859 2014-15 2013-14 1,833,257
2,400,000 2,100,000 1,800,000 1,500,000 1,200,000
per employee) per ( GMROL ` YearScores 2013 4.31 2014 4.18 2015 4.13 2016 4.17 2017 4.05 PARTNERSHIP FOR PROGRESS PARTNERSHIP which meet (PFP) is a vendor, for Progress Partnership this event, During conducts annually. Company your the top opportunity to and gives gets Company your the discuss and strengthen to / brands vendors retail business various exploring association, apart from a The summit also becomes possibilities with each other. share as its partners to as well Company platform for your also Company Your with each other. their experiences to speakers and national international known well invites to which is closely related learning and experience share etc. Logistics, Customer, Brand, Retail, the performance of also recognises Company Your with ‘SHOPPERS STOP rewarded partners who are top during this summit. AWARDS’ PINNACLE than 100 vendors/partners This is an activity with more the summit. attending GMROL INDEX (PSI) SATISFACTION PARTNER depends on the Company The performance of any vendors/ it builds with various association and relationship this satisfaction evaluate of time. To a period partners over CSMM has appointed Company your and expectation, and Management), Measurement Satisfaction (Customer to Bureau) and Research a part of IMRB (Indian Marketing with various of our relationship do an impartial evaluation understand organisation This helps your stakeholders. business partners, current of various the expectations a clear help set thereby and concern areas strengths performance. and better improvement for roadmap as below. are years for the five Our PSI scores (Source: Company MIS) Company (Source: 3111 32,842 32,842 5.12 ` 2017-18 2017-18 32,187 lacs. 3035 3.92 3.92 ` 2016-17 2016-17 Year 3.97 3.97 Year 2015-16 2015-16 2989 3.77 3.77 2786 2014-15 2014-15 35,277 lacs as at the end of the last year. end of the last year. 35,277 lacs as at the ` 3.87 3.87 0.75 per share) for the year under review. year for the per share) 0.75 ` 2715 2013-14 2013-14
3100 1700 2100 1900 2500 3300 2300 2700 2900
5.50 3.50 2.50 5.00 3.00 6.00 4.50 4.00
GMROF ( GMROF per unit of retail space) retail of unit per ` GMROI ( GMROI Inventory) Inventory) ` GMROF MIS) Company (Source: (Source: Company MIS) Company (Source: GMROI We look at our Gross Margin with reference to our Space, to with reference Margin look at our Gross We efficiency with the our monitor to and Labour Inventory on Inventory Return Margin Gross i.e. help of 3 indicators on Floor Space (GMROF) Return Margin (GMROI), Gross (GMROL). on Labour Return Margin and Gross GMROF helps levels, optimise inventory GMROI helps to to and GMROL helps maximise the cash margins to labour productivity. increase Inventory holding period is 16 weeks during the current during the current period is 16 weeks holding Inventory has been inventory The last year. fiscal against 18 weeks value. realisable or net of cost at lower valued EFFICIENCY PRODUCTIVITY / OPERATING PARAMETERS LIQUIDITY is operations from The cash generated INVENTORY is year at the end of current as The inventory DIVIDEND a dividend of recommended have of Directors The Board ( 15% i.e. lacs as against HUMAN RESOURCES: We designed an intervention which was a fine blend of observed best practices and ideal desired y STYLE: behaviours that our cashiers should demonstrate To build the organisational capability and make the during customer engagement. We covered cashiers organisation future ready, a 18 months programme across all stores as a part of this service excellence called Shoppers Stop Young Leaders Evaluation initiative. To constantly reinforce key learnings of the (STYLE) programme was launched. 27 High Potentials programme a customised sticker is pasted on POS across all functions were chosen through scientific machines for cashiers’ immediate reference. assessments and they underwent varied initiatives y Outbound across competencies like Leadership, Innovation, Storytelling etc. They were also given Live projects to Offsite trainings are a great platform for informal work upon to develop & nurture them. The training learning and breaking monotony. We conducted this exposure happened through External Subject Matter year’s Service office outbound session at Lonavla. Experts. This one and half day intervention aimed at helping team members network and meeting new people y ILearn: working in other functions. This opened avenues for To engage, educate and empower our learners future inter and intra department collaboration. The through a blended learning mechanism, we training activities were designed to bring out fresh introduced a digital platform branded as ‘ILearn’ that perspectives on aspects like innovation, teamwork, allows our managers and future leaders to manage collaboration, problem solving, design thinking and their learning needs at their own pace. We have seamless execution. The theme of this intervention partnered with digital e-learning content experts to to Refresh, Recharge, Renew truly met participant help our people access world-class content at their expectations. fingertips. This content is jointly designed by industry y Hosting Skills experts and professors from reputed institutes like Harvard, Stanford, Kelloggs to name a few. The With our organisation aiming to become blended learning model encompasses a bouquet of Omni-channel it is important for us to create courses keeping in mind current skills required at the differentiation with our service. To create a seamless job and the competencies to do them in a right way. experience for our customers it was imperative that 850 managers across Stores and Services Office have we looked at an innovative way of servicing them. been identified to be engaged through this initiative Hosting a customer rather than merely selling or this year. servicing could help us boost the service experience 3X times at the stores. This learning initiative focused y SIP: on bringing a shift in the mindsets from being sale We continue our journey to inspire and influence our oriented to being service oriented. We focused on people through Leadership Talk series branded as SIP imparting associates with key skills that could help – ‘Systematic Investment in People.’ We’ve used this them host the customer with ease and confidence platform effectively to engage our employees and thus creating a wholesome experience. Customer seek a whole new perspective through some eminent Care Associates, Personal Shoppers, Cashiers, CSD / speakers. The insights and personal stories of some FCD team members, Department Managers and Unit of the best thought leaders often inspire our learners Heads were part of this intervention. to reflect, evaluate, assess and then action. Thus y IGDS bringing a 360 degree transformation in their personal or professional approach. We added a new outlook We continue to inculcate and give our employees, in the way we look at innovation in day-to-day life exposure to Best International Retail Practices through through the session conducted by Rolex award winner IGDS. Three of the senior leader participated in this Sonam Wangchuk. The famous veteran of Kargil year’s IGDS US Retail Executive Tour. The journey fame, General V.P. Malik also showed us the power of helped them look at technology practices followed by Leading from Behind. We have had an overwhelming best-in-class retailers. response with the participation crossing over 400 y Personal Safety & Defense people from Services Office for these sessions. Living the philosophy of Start Something New we y Cashier Excellence programme: initiated a pilot of Personal Shoppers at Home service Cashiering process is the last touchpoint and the in three cities. Self-Management and Personal safety customer experience at this stage plays an important of our employee becomes utmost important while role in the overall engagement at the store. We they are away from the store. Subject Matter Expert conducted a benchmarking activity across diverse Mr. Anuj Sharma conducted a two day session where industries to study trends and service levels at the the participants were made aware of the various cash tills. To stand out and differentiate our service at aspects of the POSH Law and urban safety at the this touchpoint we needed to bring a subtle balance store or at the extended workplaces like travel or in functional and behavioural abilities of our cashiers. the customer’s residence. They were told how to
36 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 37 25386 33144 Training hours 16-17Training hours 17-18 Training Training hours: Training Reward points on their spends. These reward points points on their spends. These reward Reward of merchandise for a wide variety can be redeemed www. and online store stores Company’s at your and mobile app. shoppersstop.com survey ‘COMPASS’ is conducted by a renowned a renowned by is conducted ‘COMPASS’ survey engagement agency with a widely accepted external our overall gauge It helps us to framework. understand the as to as well engagement levels, different across which impact engagement factors This enables the organisation. populations within our motivate efforts align our to appropriately us to in future. associates
y LOYALTY PROGRAMMES: LOYALTY Loyalty ‘First Citizen runs the famed Company Your has a now programme The First Citizens Programme’. During the current customers. 5.3 million base of over 75% of the Company’s contributed the First Citizens year, has 3 tiers - programme annual sales. The First Citizen and Golden Edge Silver level), Classic Moments (entry the basis of tiers on the various into Members fall Glow. their spends with us. basis their rewards also earn differential First Citizens receive: First Citizens tier of membership. current y engagement annual employee level Our organisation MARKETING: Doty – Designer of the revived Shoppers Stop This year, witnessed a fashion finale grand Campaign.The Year range and designed night and winners who interned craft continued to Stop Shoppers with Shoppers Stop. League, such Shopping promotions category-specific Regional name a few. to Delight, School, Festive Back to Baisakh and Pujor Bazaar with such as Poila promotions helped and celebrity endorsements content localized markets. connect in various build brand as the establish itself continued to Shoppers Stop million followers 10.8 crossing leader on Social Media by and engage be ahead of the curve To on Facebook. launched solutions we innovative consumers through with the AI interacted The Mannequin in Bandra. Talking landed in the defined radius. consumers as soon as they online and offline as well. us a lot of traction This garnered engage to ensured we trends with the latest In keeping channels on social features with the consumers with latest that landed Up feature GIFS, Swipe Polls, Instagram like the footfalls drive To site. the consumer on e-commerce digital landscape of the expanding through our stores to an with Google and implemented collaborated media, we campaign in Mumbai and Bengaluru. Store) O2S (Online To to the online eyeballs maximise to The concept was customer better into which could translate ratio footfall entry and helps in mapping the same. recognise the signs of the harassment and danger. and danger. signs of the harassment the recognise for take could they on steps also educated were They the for reporting the process action and corrective case. the POSH session for day a two also arranged We This organisation. the members across committee guidelines for POSH regulatory is line with the on the updated remain members to committee of POSH. The requirements & statutory framework both, POSH guidelines (what is session contained as POSH regulations as well POSH, definition etc.) reporting handle investigations, to (How in detail no POSH etc.). POSH Vs differentiating structure, use of case highly engaging through The session was a members get committee studies which helped insight on handling investigations. practical Kangaroo: Baby and growth development provide continues to and helps end associates the front opportunity to Department Managers. as thorough them evolve through went Associates Care 21 Customer This year M.A.S.T. and effective of the exhaustive the 35 days programme (Managerial and Supervisory Training) of the Department on their journey and embarked a pool of by also imparted were Learnings Manager. and trainers. speakers and external internal Dronacharya: DM of every our BKs and enhancing the possibility our re-launch glad to are we upward, progressing the Under this initiative initiative. ‘Dronacharya’ on sharpening and Unit Head is trained nominated successful skills. On enhancing Coaching & Mentoring of assessment, the Unit Head is certified as clearance a pool of helps us create This initiative a ‘Droncharya’. leaders young guide and groom who would mentors bring the best out of them. to SSL radio through learning experience a new create to intent to of important policies on a day and reiteration quotes one of the simplest has been basis. This initiative day and influence our inform, inspire to useful way yet do nothing but the best. It also has been to associates Heads modes for the Functional one of the fastest our associates out to reach management to and Top excel and feed them with inspiring message & tips to in their roles. Times Technology our partnershipminimising time & efforts, through its studio and Through Ltd. with Times Education conduct able to were we facility, Video conferencing B & M. Season launch for on New Training
y y y y y Programme Kangaroo Winning Baby The award enhancing the quality of In a constant pursuit of 2016 with an in the year launched 91 was SSL radio & focus on maximising reach continue to We y Members can earn and redeem points via their mobile related to both Financial Reporting and Operational phones. Controls. y Exclusive schemes, benefits and promotions. Reports of internal auditors are reviewed by the Audit Committee, and corrective measures are carried out y Extended and exclusive shopping hours – especially towards further improvement in systems and procedures during the festive season. Special previews before the and compliance with Internal Control System. The sale periods. board also recognises the work of the auditors as an y Invitations to exclusive events – both in-store as well independent check on the information received from as those organised outside the stores. the management on the operations and performance of the Company y Home delivery of altered merchandise for select tiers. y Exclusive First Citizen lounge at select stores. TECHNOLOGY INITIATIVES: 2017-18 has been an exciting and action filled year for Co-branded Credit card Programme with Citibank your Company. Changing market, emerging technologies Your Company in association with Citibank continues to and evolving customer behaviours require us to better offer its First Citizens an option to add on a credit card to understand our consumers need and reformulate our their existing loyalty cards. This enables First Citizens to technology portfolio. Beside the regulatory changes in add on a credit line to their purchases. They also have the the form of GST gave us an opportunity to relook at some added advantage of being able to choose from amongst of our business processes and build newer capabilities. various attractive financing options, cash back schemes, We are motivated by our position; our excellent progress EMI schemes, etc., for buying at your Company’s stores. leaves us in a confident position for the future. Some of the key initiatives that your Company took during the RISK MANAGEMENT AND INTERNAL CONTROL year are: Effective governance consists of competent management; In-store Customer Engagement Initiatives and Improved implementation of standard policies and processes; Experience maintenance of an appropriate audit programme with internal control environment; effective risk monitoring In the context of a changing customer who wants a and management information systems (MIS). combination of luxury and fashion, your Company rolled out the Personal Shopper programme where technology The Company has an integrated approach for management played a crucial role by integrating the entire process of risk and has formulated the framework for regulatory from appointment booking to the feedback into the and risk management, standardising the definition of CRM solution and empowering our frontend associates internal controls. with in-store mobile apps. Quick surveys and feedback It also provides a framework for risk management and systems were implemented to get the sense of what our regulatory compliance, which requires risk assessments customers are experiencing in-store. and related policies, a control-based environment and Based on the extensive analytics deployed by your activities, information and communication procedures, Company, we understand that our customers shop by and a monitoring mechanism for the control environment. brands. Brand wise points earning and redemption was The Company has laid down a sound system of Internal a therefore a natural response which was built and rolled Controls for financial reporting of various transactions, out in our Loyalty programme. efficiency of operations and compliance with relevant laws and regulations commensurate with its size and nature Faster Supply Chain & Smarter Fulfilment Model of business. The Company has a well-defined system of Merchandise has its best worth when it has reached the management reporting and periodic review of businesses store front in shortest possible time and is frequently to ensure timely decision-making. refreshed. Your Company continues to invest into These internal control procedures ensure the following: technologies that optimise the supply chain operational processes and makes products available for the customer y Efficient use and protection of resources. efficiently. Single scan carton receiving process and y Compliance with policies, procedures and statutes. automation of reverse logistics has been implemented this year to significantly reduce the goods receipt and pull y Accuracy and promptness of financial reports. back time. This enables the associates to focus more on The MIS forms an integral part of the Company’s control the customers. mechanism. All operating parameters are monitored and controlled, with material deviations from the Information Security & Compliance Initiative annual planning and budgeting and business outlook This year we continued improve upon security best including capital expenditure reported to the Board on practices and recertified our information security uarterly basis. standard for PCI / DSS and extended the scope to obtain In line with the needs of Companies Act, 2013 the Company certification for our e-commerce business. has documented & tested all the key internal controls
38 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 39 CORPORATE GOVERNANCE CORPORATE that the ensure to steps has taken Company Your and fully adopted guidelines are Governance Corporate Report Governance Corporate detailed complied with. The report. is attached with this STATEMENT CAUTIONARY in this section describes the made The statement and expectations projections, objectives, Company’s statements’ be ’forward-looking estimations which may and laws within the meaning of applicable securities from can differ materially The annual results regulations. on the economic or implied, depending those expressed policies and other and climatic conditions, Government of the control beyond which are incidental factors the Company. Solutions for Associate Enablement Solutions in maintaining a critical element being Human resource Company your culture, organisation centric a customer the various automate to initiatives new added several and performance separation promotion, like processes lifecycle. employee management in an Integrated Processes & People Efficiency & People Processes Integrated and seamlessly integrating communications All round an agile business. creating to the key are technologies Master the breed in the best of has invested Company Your thereby (MDM) solution this year Data Management critical data with manage all the business us to allowing use extensively in This is already and accuracy. integrity and on-line enrichment on-boarding in the product make the time to reduced and has significantly processes online. available our products is the this year delivered Another major initiative all the key Service Bus (ESB) which integrates Enterprise The MDM & with minimum impact. business technologies Company your form the base on which ESB technologies position in maintain its leadership will continue to Technology. Retail Your Company also transitioned to GST with almost no GST with almost to transitioned also Company Your receive open to were stores the business, your impact on 1st of solution on with a GST compliant the customers its core changed successfully has very Company Your July. all the timelines mandated has met solutions for GST and under GST. the Government by – STATUTORY REPORTS – DIRECTORS’ REPORT for the year ended March 31, 2018
Dear Members, Your Directors present herewith 21st Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31, 2018.
1. FINANCIAL PERFORMANCE
(` in lacs) Year ended Year ended Particulars March 31, 2018 March 31, 2017 RETAIL TURNOVER Own merchandise – Gross of tax 387,316.73 367,500.86 Concessionaire/consignment merchandise – Gross of tax 26,259.14 32,595.04 Other Retail operating income 5,055.59 5,619.72 418,631.46 405,715.62 Less: Value Added Tax 41,985.29 19,073.24 Less: Cost of concessionaire/consignment merchandise 17,497.26 21,838.13 359,148.91 364,804.25 Other Income 1,602.03 2,956.98 Total Income 360,750.94 367,761.23 Profit before Depreciation & Tax 19,149.51 16,364.13 Less: Depreciation 11,192.54 11,552.61 Profit before Tax 7,956.97 4,811.52 Exceptional Items 5,040.96 4,780.00 Profit before Tax 2,916.01 31.52 Less: Provision for Tax 1,755.63 2,025.37 (Loss)/Profit for the year (A) 1,160.38 (1,993.85) Other comprehensive (income)/loss (B) (706.08) 26.24 Total comprehensive income/(loss) for the year (A)+(B) 1,866.46 (1,967.61)
2. OVERVIEW OF COMPANY’S PERFORMANCE by offering 5% of its share capital to Amazon.com NV Investment Holdings LLC, Foreign Portfolio Investor, During the year under review, your Company has on a private placement basis. opened 4 department stores i.e. one store each at New Delhi, Mumbai – Thane, Hyderabad and Chennai These measures have significantly changed the taking its chain of stores to 83 stores (including 6 balance sheet of your Company and will deliver greater airport stores) with 13 HomeStop stores under its shareholder value. At the beginning of the year, the operations. Under “Beauty format”, the Company Company had a debt of ` 57,590.17 lacs at standalone added 4 Clinique, 4 Bobbi Brown and 2 Smash Box level and ` 88,510.57 lacs at consolidated level which stores. is reduced to ` 8737.89 lacs at standalone level and ` 12,534.88 lacs at consolidated level. In fact, net debt The Gross Retail Turnover of the Company is at standalone level is ` 6,734.34 lacs, as ` 2,003.55 ` 418,631.46 lacs (previous year ` 405,715.62 lacs), lacs continues to be invested in Debt mutual funds – registering a growth of 3.18% y-o-y basis. The retail Liquid Growth Schemes. The Company has been turnover net of taxes and cost of concessionaire/ successful to reduce the debt-equity ratio from 0.76 consignment merchandise stood at ` 359,148.91 lacs to 0.09 and expects to be debt free within a couple of with a like-to-like growth at 2.10% p.a. EBITDA stood quarters to come. at ` 22,765.63 lacs, a growth of 2.50% with a Profit before exceptional items at ` 7,956.97 lacs a growth of Further, analysis of operating performance is carried 65.37% over the previous year. under Management Discussion and Analysis, which forms part of this Annual report. The year under review, has been a hallmark year for the Company. With the aim to sharpen focus on Loyalty Programme continues to grow strong with core department store business and omni-channel more than 53 lacs members contributing to 75% of its strategy, the Company exited non-core businesses sales. i.e. Hypercity, Timezone and Duty-free airport retail. Our intent to bring the romance back to retail through The details of these disinvestment are provided in stronger assortment, experiences and customer ‘Subsidiaries, Associates and Joint Venture’, section service coupled with re-engineered strategy on of this report. The Company raised ` 17,925.70 lacs Private Brands, will continue in the years to come.
40 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 41 600 TEPL ` 174.21 174.21 ` 537/- per 537/- ` In terms of In terms The Nuance 422 lacs in the 422 lacs ` 20 lacs for year 20 lacs for year ` 503 lacs for the year the year 503 lacs for ` 3,561 lacs in preceding preceding lacs in 3,561 ` 4,886.75 lacs is provided towards loss towards lacs is provided 4,886.75 ` 2/- each at an issue price of 10 each of Nuance Group Fashion & Luxury & Luxury Fashion 10 each of Nuance Group ` ` 2,270 lacs on February 15, 2018. With the disposal 15, 2018. 2,270 lacs on February 10/- each constituting 51.09% of the share capital of the share 10/- each constituting 51.09% Crossword posted a net loss of loss a net posted Crossword under review, against a net loss of loss against a net under review, year. previous Stop Shopper’s Ltd.; viz. Upasna Trading Company Ltd.; (India) Stop.com Shoppers’ Services (India) Ltd.; no have Ltd.; (India) Multichannel Retail and Gateway under review. during the year operations entity – joint venture be subsidiary, ceased to Company: associate with Future executed Agreement Purchase the Share members the by accorded approval and Limited Retail the 13, 2017, on November postal ballot through of equity shares disposed of 77,158,778 Company ` Retail Future subsidiary to its material of Hypercity; Hypercity Accordingly, 2017. 30, on November Limited be subsidiary of the Company. ceases to of shares equity share by Future Retail Limited and received and received Limited Retail Future by equity share Share of the aforesaid in terms cash consideration locked are These equity shares Agreement. Purchase 2018. December 28, in upto under review. during the year on sale of investment (NGIPL): Nuance Group (India) Pvt. Ltd. had formed and the Company, Switzerland AG, Group the duty operate called NGIPL, to a Joint Venture airports in India. During at international stores free has disposed the Company under review, the year The Nuance in NGIPL to off its 40% shareholding of at a consideration Switzerland, AG, Group With the disposal of this 6, 2017. lacs on October executed Agreement the Shareholders shareholding, NGIPL accordingly, and with them, stands terminated has Company The company. be an associate ceases to an impairment of accounted of and impairment reversal years under review. of shares value. at its face Ltd.; Pvt. Duty Free (TEPL): Entertainment Pvt. Ltd. Timezone Family is engaged in the business of operating (FEC) under the “Timezone” Centres Entertainment the Company under review, During the year brand. in TEPL to shareholding has disposed of its 48.42% of at a consideration Ltd., Pte. Asia West Timezone ` agreement the joint venture of this shareholding, and stands terminated in this regard, executed be an associate to TEPL ceases accordingly, An amount of the Company. of company as impairment loss during the year lacs is recognised under review. subsidiaries of the wholly owned The other four companies the following under review, During the year (Hypercity): (India) Ltd. Hypercity Retail equity 4,756,823 allotted was In turn, the Company An amount of amount An also disposed of 500 equity the Company Further, 795.34 ` 0.75 (15%) 0.75 11,181 lacs). ` and the same ` 0.75 (15%) per 0.75 ` 10,000 lacs. 10,000 Annexure I Annexure 10,000 lacs. 10,000 ` ` 5 each), subject to approval of approval 5 each), subject to ` 5 each (previous year year 5 each (previous ` 2,150 lacs. 5,000 lacs. 5,000 74,267 lacs and CARE A1 + (A One plus) for 74,267 lacs. 10,000 lacs. 10,000 ` of Paper Commercial for the long-term bank facilities amounting to amounting to bank facilities for the long-term ` to amounting bank facilities the short-term ` Issue amounting to issue amounting to Debenture Non-Convertible ` ` IND A1 for Commercial Paper Programme of of Programme Paper IND A1 for Commercial Programme/ Debt IND A1 for Short-Term (Double A Minus; Outlook: Stable) AA-; CARE Paper CARE A1+; (A One plus) for Commercial (Double A Minus; Outlook: Stable) for CARE AA-; of Paper for Commercial CRISIL A1+ rating y y y y y y 10,666 lacs vis-à-vis (previous year year (previous lacs vis-à-vis 10,666 equity share of equity share of per equity share Crossword Bookstores Ltd. (Crossword): (Crossword): Ltd. Bookstores Crossword as under: are whereof subsidiary companies, details with subsidiary, the wholly owned Crossword, stationery toys, its wide portfolio of books, of has chain strength and gifting. Crossword of country with a revenue the across 87 stores ` lacs. Requirements) Disclosure Obligations and required specified companies are 2015, Regulations, The Board Policy. a Dividend Distribution formulate to a Dividend Distribution and adopted has approved as which is annexed Policy the Company: assigned to were ratings the members at the ensuing Annual General Meeting. Meeting. ensuing Annual General the members at the the total Tax, with the Dividend Distribution Together will be appx. on account of dividend outflow under review. during the year Reserves General have recommended a Dividend of a Dividend recommended have is available on the Company’s website at the link website on the Company’s is available https://corporate.shoppersstop.com/uploaded_ files/191b878-8de7.pdf. 1. Pvt. Ltd.: & Research India Ratings 2. Ltd.: & Research Analysis Credit 3. CRISIL Limited: 3. CRISIL 6. AND JOINT VENTURE SUBSIDIARIES, ASSOCIATES has five Company your 31, 2018, on March As 43A of the SEBI (Listing Regulation Pursuant to credit the following under review, During the year to be transferred to proposed is no amount There RATING 5. CREDIT 4. RESERVES 3. DIVIDEND Directors your policy, Distribution of Dividend In terms Except for the above, no Company has become aggregating to ` 17,925.70 lacs to Amazon.com NV or ceased to be subsidiary, joint venture entity or Investment Holdings LLC, Foreign Portfolio Investor, associate company. on private placement basis on January 12, 2018. Pursuant to SEBI (Issue of Capital and Disclosure In accordance with the provisions contained in Section Requirements) Regulations, 2009, as amended, these 136 of the Companies Act, 2013, the Annual Report of equity shares are locked-in upto January 19, 2019. the Company, containing therein its Standalone and the Consolidated Financial Statements are available 10. HUMAN RESOURCES on the Company’s website www.shoppersstop.com. Further, the Financial Statements of each of the The Company continues to build organisational aforesaid subsidiary companies are available on the capability by empowering its employees across all Company’s website and shall also be available for levels. High Potentials Associates were identified inspection during business hours at the Registered through a very transparent assessment mechanism Office of the Company. Any member who is interested and they underwent a robust Programme with various in obtaining a copy of the Financial Statements may bespoke initiatives and live projects to make them write to the Company Secretary at the Registered future ready. To build a service oriented workforce, Office of the Company. highly customised training sessions like hosting skills, cashiering excellence, Personal Shopper@ home, are 7. CONSOLIDATED FINANCIAL STATEMENTS being conducted thus giving the customers a delightful experience and help customer transformation In accordance with the provisions of Section 129(3) through fashion, in line with the Company’s vision of the Companies Act, 2013 and Regulation 34 of the statement. The Company strongly stands against SEBI (Listing Obligations & Disclosure Requirements) sexual harassment cases and thrusts a lot on various Regulations, 2015 (Listing Regulations) the training initiatives pertaining to Prevention of Sexual Consolidated Financial Statements forms part of Harassment (PoSH). Maximising reach and minimising this Annual Report and shall also be laid before the efforts and time is now being made possible through ensuing Annual General Meeting of the Company. infusion of technology in training initiatives because The Consolidated Financial Statements have been of which number of training hours have seen a positive prepared in accordance with the Indian Accounting traction. The Company has also managed to establish Standards (IND AS) under Section 133 of the its image as a Retail tech organisation by participating Companies Act, 2013. in National level Coding contest. It also focusses on the A Report on the performance and financial position overall development of the Customer Care Associates of these subsidiaries included in the Consolidated (CCAs) and accordingly human resource initiatives are Financial Statement and their contribution to the being implemented. As on date of the Balance Sheet, overall performance of the Company, is provided in the Company had a total of 7,480 CCAs. Form AOC-1 and forms part of this Annual Report. 11. CORPORATE SOCIAL RESPONSIBILITY 8. EMPLOYEES STOCK OPTION SCHEME Pursuant to the provisions of Section 135 of the The Nomination, Remuneration & Corporate Companies Act, 2013 read with Companies (Corporate Governance Committee of the Company, inter-alia, Social Responsibility Policy) Rules, 2014, your administers and monitors the Employee Stock Option Company as part of CSR initiatives has undertaken Scheme. During the year under review, the Company projects/ Programmes in accordance with CSR Policy. has allotted 60,020 equity shares of ` 5/- each on The CSR Policy may be accessed on the Company’s exercise of vested options by certain employees of website at the link: https://corporate.shoppersstop. the Company and its subsidiaries. com/uploaded_files/6a821c5-ec98.pdf. The report on CSR is annexed herewith as Annexure III. During the year under review, the Company has not granted any Employee Stock Options. The Corporate Social Responsibility Committee comprises of three Directors i.e. Ms. Ameera Shah, as In terms of the provisions of the SEBI (Share Based the Chairperson, Mr. Ravi Raheja and Mr. Rajiv Suri as Employee Benefits) Regulations, 2014, the details the members. of the Stock Options granted under the ESOP Scheme is annexed herewith as Annexure II. Further, 12. BOARD OF DIRECTORS & KEY MANAGERIAL certificate from S R B C & CO LLP, Statutory Auditors PERSONNEL of the Company, with respect to implementation of Employee Stock Option Scheme, would be placed at Non-Independent Directors the ensuing Annual General Meeting for inspection by the Members and a copy will also be available for In accordance with the provisions of Section 152 inspection at the Registered Office of the Company. of the Companies Act, 2013, Mr. Neel C. Raheja (DIN: 00029010) is liable to retire by rotation at the 9. PREFERENTIAL ALLOTMENT OF EQUITY SHARES ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of The Company has allotted 43,95,925 equity shares of Directors recommends his re-appointment and the ` 5/- each at a price of ` 407.78/- per equity share,
42 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 43 Director of the Company stepped down from the said from down stepped of the Company Director account on 2017, 26, October effect from position with commitments. and new of his personal engagements (DIN: 01788443), has Ms. Abanti Sankaranarayanan of Director as Independent her resignation tendered due to 2018, June 8, with effect from the Company, places on The Board place. work commitments at her both for contribution made by its appreciation record Independent Directors as tenure of them during their of the Company. of the on the recommendation 2018, June 8, Governance & Corporate Nomination, Remuneration Shah (DIN: Ms. Ameera appointed Committee, hold office to Director 00208095) as an Additional for a term of the Company as Independent Director 2018 to June 8, commencing from years of 5 (five) the of members of approval 2023, subject to June 7, declaration has received The Company Company. Shah confirming that she meets Ms. Ameera from prescribed of Independence as with the criteria 2013 Act, under Section 149(6) of the Companies and Disclosure and the SEBI (Listing Obligations of The Board 2015. Regulations, Requirements) her appointment and the recommends Directors of members at is being placed for the approval matter of the Company. Meeting the ensuing Annual General confirming of the Company Independent Directors of Independence as with the criteria meet that they under Section 149(6) of the Companies prescribed and 2013 and the SEBI (Listing Obligations Act, 2015. Regulations, Requirements) Disclosure Sanjay and Mr. Officer of the Company Executive Chief Financial Officer of the Company Chakravarti, with the services of the Company from had resigned 31, 2017 and December 22, 2017, May from effect places on record of Directors The Board respectively. both of them, during their the contribution made by long association with the Company. Mohanasundaram Karunakaran Mr. has appointed as Chief Financial Officer (CFO), one of the Key under Section of the Company, Managerial Personnel thereunder. 2013 & Rules 203 of the Companies Act, the from down Jain stepped Vijay Mr. Consequently, Chief Financial Officer” w.e.f. position of “Interim be one of ceased to 2018 and accordingly June 8, Mr. of the Company. Managerial Personnel the Key as of Directors the Board by appointed Jain, was Vijay as Deputy designated Chief Financial Officer, Interim and one of the Chief Financial Officer of the Company effective of the Company, Managerial Personnel Key identifies and till the time the Company 2018, April 27, the post of CFO. for appoints a suitable candidate Independent Directors Independent Independent Thomas (DIN: 07010320) Gareth Mr. held on meeting at its of Directors The Board all the from declarations has received The Company Personnel Managerial Key Chief Salil Nair, Mr. under review, During the year 2018, 8, June effective of Directors, The Board matter is being placed for the approval of members at approval placed for the is being matter of the Company. Meeting Annual General the ensuing as a resigned the Company Chairman of Promoter with effect of the Company and Chairman Director of his age, seniority on account 2018, June 8, from having engagements, after personal and increasing Your decades. than two as Chairman for more served their sincere place on record to like would directors made by for the enormous contribution gratitude its since as the Chairman of the Company Raheja Mr. benefitted the Board and inception. The Company experience, vast Raheja’s Mr. immensely from and insights. knowledge vision, wisdom farsighted (DIN: 00027595) Nagesh’s the to been invaluable and guidance, which have present his him from has elevated growth, Company’s of the the Chairman position of Vice Chairman to with effect and the Company of Directors Board prior aware, the members are As 2018. June 8, from Vice Chairman of the as Non-Executive his role to Nagesh was Mr. 2009, 18, August effective Company During his then of the Company. a Managing Director with a successful & managerial position administrative a key he had played than 12 years, association of more and success of the in the phenomenal growth role place on record to like would directors Your Company. the contribution towards appreciation their sincere him as the B. S. Nagesh and welcomes Mr. made by Chairman of the Company. effective as Managing Director resigned Company, He has 2018. close of business hours of June 30, from his personal pursue other interest, to down stepped of The Board commitments and other engagements. for appreciation their deep place on record Directors Shrikhande during his Mr. the contributions made by during which, the than 17 years, association of more 2001 to in the year 7 stores from has grown Company till date. stores) (including 13 HomeStop 97 stores Officer, as Chief Executive appointed 08124971) was of the Company, Managerial Personnel one of the Key 2013 & under Section 203 of the Companies Act, Further, 2018. January 9, effective thereunder, Rules held on June 8, at its meeting of Directors the Board of the Nomination, on the recommendation 2018, Committee, Governance & Corporate Remuneration and Director Suri as an Additional Rajiv Mr. appointed as “Managing Director designated Managing Director, for a Officer” of the Company & Chief Executive June 8, commencing from years period of 3 (three) of the members of the the approval subject to 2018, be as may approvals, other regulatory and Company his recommends of Directors applicable. The Board is being placed for the appointment and the matter of members at the ensuing Annual General approval of the Company. Meeting Non-Executive (DIN: 00027979), Chandru L. Raheja Mr. B. S. of Mr. in appreciation of Directors The Board of the Director Shrikhande, Managing Govind Mr. Suri (DIN: Rajiv Mr. under review, During the year 13. ANNUAL EVALUATION OF DIRECTORS, Prof. Nitin Sanghavi, and Mr. Manish Chokhani as the COMMITTEES AND BOARD members. The Board of Directors has accepted all the recommendations made by Audit Committee from In compliance with the Companies Act, 2013 and the time to time. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of Related Party Transactions: Your Company has the Board, its specified Committees and individual formulated a policy on Related Party Transactions directors was carried out during the year under review. including policy for determining material subsidiaries More details on the same are provided in Corporate and on materiality of related party transactions Governance Report. The Directors expressed their which are available on the Company’s website and is satisfaction with the evaluation process. accessible at the link: https://corporate.shoppersstop. com/uploaded_files/70ad1c1-7375.pdf. As on date, 14. FAMILIARISATION PROGRAMME FOR there is no material subsidiary of the Company. INDEPENDENT DIRECTORS All contracts, arrangements/transactions entered into The Familiarisation Programme for Independent during the year under review by the Company with Directors which also extends to other Related Parties were in ordinary course of business Non-Executive Directors, aims to familiarise them and on an arm’s length basis. with the Company, nature of the retail industry, During the year under review, the Company had not business model, processes & policies, etc., and also entered into any contract/ arrangement/ transaction seeks to update them on the roles, responsibilities, with related parties which could be considered rights and duties under the Companies Act, 2013 and material in accordance with the policy of the other statutes. More details on the same are provided Company on materiality of related party transactions. in Corporate Governance Report. Accordingly, particulars of contracts or arrangements The details of the programme has been posted on with related parties referred to in Section 188(1) of the the Company’s website at web link: https://corporate. Companies Act, 2013 along with the justification for shoppersstop.com/Investors/Training.aspx entering into such contract or arrangement in Form AOC-2 does not form part of the report. However, the 15. REMUNERATION POLICY Directors draw attention of the members to note no. 38 of the Standalone Financial Statement which sets The Board of Directors on the recommendation of the out related party disclosures. Nomination, Remuneration & Corporate Governance Committee has framed a policy for selection and Omnibus approval is obtained for the transactions appointment of Directors, Senior Management which are foreseen and repetitive in nature with and their remuneration. The said policy is annexed Related Parties. A statement of all such related party herewith as Annexure IV. transactions is presented before the Audit Committee on a quarterly basis for its review, specifying the 16. DISCLOSURES UNDER THE COMPANIES ACT, 2013 nature and value of these transactions. Extract of Annual Return: The details forming part of Particulars of loans, guarantees or investments: The extract of the annual return in Form MGT 9 is annexed details of loans, guarantees and investments covered herewith as Annexure V. under the provisions of Section 186 of the Companies Act, 2013 are provided in note nos. 4, 5 and 29 (II) b of Meetings of the Board of Directors: The Board of the Standalone Financial Statement respectively. Directors met 7 (seven) times in the year under review. The details about the board meetings and the Other Disclosures: The Board of Directors state attendance of the directors are provided in Corporate that no disclosure and/or reporting and/or details is Governance Report. required in respect of the following items as there were no transactions on these items during the year Change in Share Capital: During the year under review, under review: the Company allotted 60,020 equity shares of ` 5/- each on exercise of vested Employee Stock Options y Deposits covered under Section 73 of the under the ESOP Scheme. Further, the Company on Companies Act, 2013 read with Companies January 12, 2018, has allotted 4,395,925 equity shares (Acceptance of Deposits) Rules, 2014. of ` 5/- each to Amazon.com NV Investment Holdings y Issue of shares (including sweat equity shares) LLC, Foreign Portfolio Investor, on private placement to employees of the Company under any scheme basis. These equity shares ranks pari passu in all save and except ESOP referred to in this report. respect. Consequent to the above allotments of equity shares, the paid-up share capital stands increased to y Issue of equity shares with differential rights as to ` 439,803,445 divided into 87,960,689 equity shares dividend, voting or otherwise. of ` 5/- each. y Managing Director of the Company has not Audit Committee: The Audit Committee comprises received any remuneration or commission from of four Non-Executive Directors i.e. Mr. Deepak any of the Company’s subsidiaries. Ghaisas, as the Chairman, Mr. Ravi C. Raheja,
44 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 45 the Company’s code of conduct or ethics policy. The policy. ethics of conduct or code the Company’s against safeguards adequate provides mechanism use this mechanism. of persons who victimisation has also been about this mechanism details The brief of the Company. on the website posted review, as stipulated in terms of Regulation 34 of the of Regulation in terms as stipulated review, section in a separate is presented Listing Regulations forming part of this Annual Report. INSIDER TRADING and Conduct for regulating, Procedures Internal designated by trading and reporting monitoring (Prohibition with the SEBI persons in accordance The said 2015. Regulations, of Insider Trading) be to guidelines and procedures down code lays be made while dealing to and disclosures followed, The Code of fair with the securities of the Company. information of unpublished price sensitive disclosure and is accessible at the link on website is available http://corporate.shoppersstop.com/uploaded_ files/3cd8391-7d65.pdf as Statutory appointed were Accountants Chartered the Members at the 20th by of the Company Auditors 2017, held on July 28, (AGM) Meeting Annual General the conclusion of the 20th AGM hold office from to of the Company until the conclusion of the 25th AGM of the Companies Act, with provisions in accordance the of Auditors be Statutory 2013 and will continue to expires. their term till Company qualification, does not contain any under review The or disclaimer. remark adverse reservation, the Company to matter any has not reported Auditors corporate governance as stipulated under the Listing as stipulated governance corporate on Corporate the Report and accordingly, Regulations The forms partthis Annual Report. of Governance the Statutory S R B C & CO LLP, from certificate requisite the compliance regarding of the Company, Auditors as Governance of Corporate with the conditions is 34 of Listing Regulations, in Regulation stipulated Report. this Annual to annexed 34 of Regulation in terms as stipulated under review, separate in a is presented of the Listing Regulations, section forming part of this Annual Report. 22. BUSINESS RESPONSIBILITY REPORT under for the year Report Business Responsibility FOR THE PREVENTION OF CODE OF CONDUCT 23. of the Code has adopted of Directors The Board 24. AUDITORS Auditors Statutory 324982E/E300003) No. (Registration S R B C & CO LLP, members for the year the to Report The Auditors’ 20. CORPORATE GOVERNANCE CORPORATE 20. of has complied with the requirements The Company 21. DISCUSSION AND ANALYSIS MANAGEMENT for the year Management Discussion and Analysis
inter- inter-alia, to ensure orderly and efficient conduct of and efficient conduct orderly ensure to by the Regulators or Courts or Tribunals which or Courts or Tribunals Regulators the by and Company’s going concern status impact the in future. operations financial statements. in the revision no was There of the business. no change in the nature was There passed were orders or material No significant y and adopted a whistle blower policy for its directors policy for its directors a whistle blower and adopted about unethical concerns report to and employees, or violation of fraud actual or suspected behaviour, through a combination of entity level controls, controls, a combination of entity level through controls, and IT general controls level process alia, the Company’s to business, including adherence and completeness accuracy policies and procedures, and and timely preparation of accounting records financial statements/information, of reliable reporting of and detection prevention of assets, safeguarding and errors. frauds audit process, the internal done through were and also through established within the Company such tests carry out firm to appointing professional audit programme. internal of systematic way by the evaluations, of the reported Based on the review of financial confirm that, for the preparation directors the 31, 2018, ended March for the year Statement been followed have Standards applicable Accounting financial to related financial controls and the internal and be adequate found to generally are Statement and that no material effectively operating were noticed. were weaknesses Management system to identify & assess the key risks risks identify & assess the key to Management system of the smooth and efficient operations and ensure the major risks has reviewed business. The Company and the internal both the external which affects it, from actions have appropriate and perspective environment or transfer partially mitigate, mitigate, to been initiated on a risks the accept the risk (if need be) and monitor basis. regular of sexual harassment at work place, which place, at work harassment of sexual of harassment against sexual for protection provides and redressal and for prevention workplace at women there under review, During the year of such complaints. been and the same have 9 complaints received were Complaints has an Internal The Company disposed of. of for redressal responsible (ICC) which is Committee the guidelines as stipulated follows these complaints and for being conducted training are There in the policy. on PoSH. sensitising all the CCAs
y has established a Vigil Mechanism The Company 19. 19. / VIGIL MECHANISM WHISTLE BLOWER 18. 18. INTERNAL FINANCIAL CONTROL financial control’s, internal has laid down The Company financial controls internal of these The evaluation 17. RISK MANAGEMENT RISK 17. Risk robust has established a Company Your The Company has adopted a policy for prevention a policy for prevention has adopted The Company y required to be disclosed under Section 143(12) of the the year under review, no shares were transferred Companies Act, 2013. from the suspense account to any of the aforesaid shareholders. Secretarial Auditors 28. PARTICULARS OF EMPLOYEES Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies In terms of the provisions of Section 197(12) of the (Appointment and Remuneration of Managerial Companies Act, 2013, read with Rules 5(2) and 5(3) personnel) Rules, 2014, the Company had appointed of the Companies (Appointment and Remuneration Kaushal Dalal & Associates, Practicing Company of Managerial Personnel) Rules, 2014, as amended, a Secretaries, to undertake the Secretarial Audit of the statement showing the names and other particulars Company for the year under review. The Secretarial of the employees drawing remuneration in excess of Audit Report issued by them, is annexed herewith the limits set out in the said rules forms part of this as Annexure VI. The said report does not contain report. any qualification, reservation, adverse remark or Further, the disclosures pertaining to remuneration disclaimer. and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of 25. ENERGY CONSERVATION, TECHNOLOGY the Companies (Appointment and Remuneration of ABSORPTION AND FOREIGN EXCHANGE Managerial Personnel) Rules, 2014, forms part of this The information on conservation of energy, Report. technology absorption and foreign exchange earnings Having regard to the provisions of the second proviso and outgo as stipulated is annexed herewith as to Section 136(1) of the Act, the Annual Report Annexure VII. The foreign exchange earnings was excluding the aforesaid information is being sent to ` 7,978.85 lacs and outgo was ` 1,528.42 lacs. the members of the Company. The said information is available for inspection at the registered office of 26. TRANSFER OF EQUITY SHARES TO IEPF the Company during business hours on working days During the year under review, 734 Equity shares of 11 upto the date of ensuing Annual General Meeting. Any Shareholders of the Company, have been transferred/ member interested in obtaining such information may credited to the Demat account of Investor Education write to the Company Secretary and the same will be and Protection Fund Authority (IEPF Authority) in furnished on request. The Annual Report including accordance with Section 124(6) of the Companies the aforesaid information is also available on the Act, 2013 read with Investor Education and Protection Company’s website. Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, whose dividend 29. DIRECTORS’ RESPONSIBILITY STATEMENT has not been encashed on such shares, since last Pursuant to the requirements of Section 134 of the seven consecutive years. The details thereof are Companies Act, 2013, it is hereby confirmed that: available under ‘Investor Section’ on the Website of the Company viz. www.shoppersstop.com. Any a) in the preparation of the annual accounts, the person whose shares and/or unclaimed dividend has applicable accounting standards have been been transferred to the IEPF Authority may claim the followed along with proper explanation relating shares and/or apply for refund in respect of unclaimed to material departures, if any; dividend, as the case may be, under the provisions of b) appropriate accounting policies have been the Companies Act, 2013 and rules made thereunder. selected and applied them consistently and judgements and estimates have been made 27. DEMAT SUSPENSE ACCOUNT FOR UNCLAIMED that are reasonable and prudent so as to give SHARES a true and fair view of the state of affairs of the As on date, there are 13 shareholders, holding 700 Company as on March 31, 2018 and of the profit equity shares of ` 5/- each (post sub-division) allotted of the Company for the year under review; in Initial Public Offering of 2005, lying in the escrow c) proper and sufficient care has been taken for the account due to non-availability of their correct maintenance of adequate accounting records in particulars. Despite various reminders to them by accordance with the provisions of the Companies Karvy Computershare Private Limited, Registrar and Act, 2013 for safeguarding the assets of the Share Transfer Agent of the Company, no response Company and for preventing and detecting fraud has been received. As a result, the said unclaimed and other irregularities; shares have been credited to ‘Shoppers Stop Ltd. – Unclaimed Shares Demat Suspense Account’. Such d) the annual accounts have been prepared on a shareholders may approach the Company with their going concern basis; correct particulars and proof of their identity for e) the proper internal financial controls has been laid crediting requisite shares from Demat Suspense down and that the internal financial controls were Account to their individual Demat Account. During adequate and were operating effectively; and
46 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 47 Rajiv Suri Chairman B. S. Nagesh Chief Executive Officer Chief Executive For Shoppers Stop Limited Stop Shoppers For Customer Care Associate & Associate Care Customer For and on behalf of the Board of Directors and on behalf of the Board For Large/Multi - Brand Format - Brand Large/Multi Format - Brand Large/Multi Programme Loyalty Programme Best Loyalty Programme in Retail Sector: Sector: in Retail Programme Loyalty Best Sector: Retail Experience in Best Customer Marketing. in Loyalty of Innovation Best Use and Data Analytics in Use of Customer Best in a Loyalty Marketing Best Use of Direct Winner in the following categories at ‘Kamikaze at ‘Kamikaze categories following Winner in the - 2018’ Awards Loyalty Customer Managing Director Govind Shrikhande Govind f) which could affect the Company’s financial position which could affect the Company’s 31, 2018 and the March between occurred which have of this Report. date for the support and contribution appreciation sincere business partners, suppliers, customers, made by Associates Care and all Customer shareholders government various as the Country well as across and financial institutions for the departments, banks of the Company. conduct of operations y y y y y 32. AND COMMITMENTS CHANGES MATERIAL changes and commitments no material are There 33. ACKNOWLEDGEMENT its place on record to like would Directors Your Customer Customer Care Associate & FINANCIAL YEAR 2017-18 CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCT FOR THE OF COMPLIANCE WITH THE CODE OF CONDUCT FOR THE CERTIFICATE BT-CSR Excellence award for Energy Conservation Conservation for Energy award Excellence BT-CSR Today. Bureaucracy from of the Top 10 Best Workplaces in Retail by Great Great by in Retail 10 Best Workplaces of the Top – 2018. Institute Work® Place to Award. Logistics Retail & were also ranked 17th amongst “Times ranked also & were Retail all for” across work to Companies Dream Ascent in India. industries and sectors provisions of all applicable laws are in place and are laws of all applicable provisions effectively. and operating adequate were d) in Supply Chain – Retail. ELSC Industry Excellence e) many awards and felicitations conferred by reputable reputable by and felicitations conferred awards many some of them are: organisations, complied with Secretarial Standards on meetings on meetings Standards complied with Secretarial Meetings General and on of Directors of the Board of Secretaries of Company Institute the issued by 118(10) of the Companies of Section India in terms 2013. Act, We hereby declare that the Company has adopted a Code of Conduct for the Board of Directors and Senior Management of Directors the Board a Code of Conduct for has adopted that the Company declare hereby We of Conduct. affirmed compliance with the said Code have and they of the Company 2018 April 27,
c) Times – Excellence Economic in Supply Chain & b) as one recognised & also Work” Place to “Great received Company your review, under During the year a) for in work to Company – Dream Times Ascent 31. AWARDS AND ACCOLADES 31. AWARDS 30. SECRETARIAL STANDARDS SECRETARIAL 30. has the Company under review, During the year 2018 June 8, the compliance with ensure to systems the f) ANNEXURE TO THE DIRECTORS’ REPORT
Annexure - I
DIVIDEND DISTRIBUTION POLICY iv. Liquidity & debt position; v. Operating performance; 1. Introduction vi. Dividend trends of preceding years; The Securities and Exchange Board of India on July 8, 2016, has inserted Regulation 43A in the SEBI (Listing vii. Provision for contingencies. Obligations and Disclosure Requirements) Regulations, 2015, which requires top 500 listed entities (based External factors on market capitalisation of every financial year), to i. Taxation and other regulatory requirements; formulate a Dividend Distribution Policy. ii. Macroeconomic conditions. Shoppers Stop Ltd.; being one of the top 500 listed entities as per market capitalisation as on the last day Taking into consideration these factors, the Board will of immediately preceding financial year, has framed endeavour to maintain a dividend payout in the range this Dividend Distribution Policy in compliance with of 15% to 25% on profit after tax on standalone basis. this regulation. Further, the Board may amend the payout range, whenever considered appropriate by it. 2. Objective 5. Circumstances under which the shareholders of the The objective of this Policy is to ensure optimum Company may or may not expect dividend balance between dividend paid to shareholders and profits retained by the Company. The Policy lays down Under the following circumstances, the shareholders parameters to be considered by the Company for of the Company may not expect dividend: declaration of Dividend. The Company’s commitment i. In the event of inadequacy of profits or of loss; to declare dividends is a part of its commitment towards enhancing shareholder value. ii. Non-availability of sufficient cash flow to meet the capital requirements; 3. Definitions iii. Expansion plans, necessitating greater provision ‘Act’ means the Companies Act, 2013 and rules of free cash; made thereunder and as amended from time iv. Any acquisition or joint venture, requiring to time. allocation of capital. ‘Board’ means Board of Directors of the Company. 6. Utilisation of Retained Earnings ‘Company’ means Shoppers Stop Limited. The Board may retain its earnings in order to make ‘Dividend’ means Dividend as defined under the better use of the available funds for investing in the Companies Act, 2013. growth of the Company and increase shareholders ‘Listing Regulations’ means the Securities and value in the long run. Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as 7. Parameters to be adopted with regard to various amended form time to time. classes of shares ‘Policy’ means this Dividend Distribution Policy. Presently, the Company has issued only one class of equity shares with equal voting rights. Accordingly, 4. Parameters for declaration of dividend all the shareholders of the Company are entitled to receive the same amount of dividend per share. The Board of Directors of the Company would consider the following financial parameters and internal & 8. Dissemination of Policy external factors, before declaring or recommending dividend to shareholders. The Company shall make appropriate disclosure of this policy as provided under Listing Regulations. Financial Parameters/Internal factors 9. Review and amendment i. Profit earned for the financial year; The Board may monitor, review and amend the Policy ii. Cash flow from operations; from time to time as also whenever necessitated iii. Working capital & capital expenditure due to amendments in any Act, Rules or applicable requirements; Regulations.
48 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 49 1.37 ` 404/- 30% – 31.07.2016 30% – 31.07.2016 30% – 31.07.2017 40% – 31.07.2018 granted The options are employees eligible to at the closing price of of Shares the Equity at BSE the Company day on the working Ltd. preceding immediately The of grant. the date at granted options were price of an exercise ` the date from years Four of Grant 362/- 30% – 29.04.2015 30% – 29.04.2015 30% – 29.04.2016 40% – 29.04.2017 granted The options are employees eligible to at the closing price of of Shares the Equity at BSE the Company day on the working Ltd. preceding immediately The of grant. the date at granted options were price of an exercise ` the date from years Four of Grant 106,042 101,807 3,275 ESOP 2008 - 5 ESOP 2008 - 6 ESOP 2008 - 8 344/- 11th Annual General Meeting held on July 29, 2008 held on July 29, Meeting 11th Annual General under ESOP 2008 scheme approved options were 20,00,000 30% – 28.08.2015 40% – 28.08.2016 eligible to granted at the employees closing price of the of the Shares Equity at BSE Company on the working Ltd. immediately day the date preceding The options of grant. at an granted were price of exercise ` Grant of date considering the effect of after calculated EPS of the Company The diluted of options is arising on account of exercise equity shares potential per share. financial year. during the current options has not granted The Company
the year Weighted average exercise price exercise average Weighted price exercise average Weighted 344 - 362 - 404 - the scheme* of option on exercise issue of shares to with Ind AS 20 in accordance calculated Share Earnings Per Disclosures in terms of the Guidance note on accounting for employee share-based payments or any other relevant other relevant or any payments share-based on accounting for employee of the Guidance note in terms Disclosures 2017-18. mentioned in Annual Report Financial Statement to notes to refer please details For accounting standards: weighted average fair value of the options value fair average weighted for options shall be disclosed seperately price either equals or is less whose exercise price of the stock than the market Description Description - 5 ESOP 2008 ESOP 2008 - 6 2008 - 8 ESOP
Disclosure pursuant to Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014, as amended Benefits) Regulations, (Share Based Employee 14 of SEBI to Regulation Disclosure pursuant 1 Options Outstanding at the beginning of 2 during the year Option Granted - - - 2 under number of options approved Total 34 of Grant Date 5 Granted Options Schedule Vesting 6 Formula Pricing 30% – 28.08.2014 28.08.2013 are The options 2,00,0007 of Options Granted Term Maximum 89 of Shares Source 29.04.2014 the from years Four 10 of Options in terms Variation 1,60,675 of ESOP used for Accounting Method 11 (EPS) pursuant Share Earnings Per Diluted Method Value Fair 31.07.2015 - 3,275 Primary - Primary Primary - B Summary 1 approval of Shareholders Date at its members of the Company by approved ESOP 2008 scheme were A Disclosure General 12 prices and exercise average Weighted C During the year Options Movement
Annexure II Annexure ANNEXURE TO THE DIRECTORS’ REPORT DIRECTORS’ THE TO ANNEXURE Description ESOP 2008 - 5 ESOP 2008 - 6 ESOP 2008 - 8 3 Options vested during the year - 38,183 982 Weighted average exercise price - 362 404 4 Options exercised during the year 13,883 44,173 1,964 Weighted average exercise price 344 362 404 5 No. of shares arising as a result of exercise 13,883 44,173 1,964 of options during the year 6 Options cancelled & lapsed during the year 92,159 7,715 1,311 Weighted average exercise price 344 362 404 7 Options Outstanding at the end of the year - 49,919 - Weighted average exercise price - 362 - 8 Options exercisable at the end of the year - 49,919 - Weighted average exercise price - 362 - 9 Money realised by exercise of options (in `) 4,775,752 15,990,626 793,456 10 Loan repaid by the trust during the year NA NA NA from the exercise price received
D Options granted to Senior Management personnels Name Options Granted The Company has not granted options during the current financial year under these ESOP schemes E Options granted to any employee during the year amounting to 5% or more of options granted during the year Name Options Granted The Company has not granted options during the current financial year under these ESOP schemes F Options granted to any employee equal to or exceeding 1% of the issued capital of the Company at the time of grant The Company has not granted options during the current financial year under these ESOP schemes
Description ESOP 2008 - 5 ESOP 2008 - 6 ESOP 2008 - 8 G For stock options exercised during the - 86.62 - period the weighted average share price on the date of exercise (`) H For stock options outstanding at the ESOP 2008 - 5 ESOP 2008 - 6 ESOP 2008 - 8 end of the period, the range of exercise prices and weighted average remaining contractual life (Vesting period + exercise period) Number of options outstanding - 49,919 - Weighted average exercise price - 362 - Weighted average Contractual life (years) - 3.08 - I A description of the method and The Company has not granted options during the current financial year significant assumption used during the year to estimate the fair values of options. Volatility is the measure of the amount by which a price has fluctuated or is expected to fluctuate during a period. The measure of volatility used in the Binomial options pricing model is the annualised standard deviation of the continuously compounded rates of return on the stock over a period of time. For calculating volatility, the daily volatility of the stock prices on the BSE Ltd., over a period prior to the date of grant, corresponding with the expected life of the options has been considered. The expected life is considered as average of the minimum & maximum life of the options. There are no market conditions attached to the grant and vest. J Employee options plan expenses The expense of ` 10.63 lacs has arose on account of employee stock option scheme.
50 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 51 in lacs) ` ( by the by Agency Company Total amount Total spent directly spent directly Implementing spent through spent through Amount spent: Director through implementing agency Cumulative Cumulative expenditure the up to reporting period Sd/- Abanti Sankaranarayanan Expenditure Amount Spent on the Projects or programmes Sub-Heads: Direct (1) (2) Overhead 64 64 64 amount Total Amount outlay (budget) or project programmes wise 4,200 lacs 84 lacs 84 lacs The Company has framed the CSR Policy in compliance with the CSR Policy has framed The Company The same is placed on 2013. Act, of the Companies provisions for the same is and link Company of the the website https://corporate.shoppersstop.com/uploaded_files/6a821c5- ec98.pdf Director Director Non-Independent C. Raheja, Ravi Mr. Shrikhande, Managing Director Govind Mr. Head-HR as Secretary Rao, BVM Mr. ` ` ` - pillars of Skilling has 3 strategic CSR initiative The Company’s Under initiative. Go Green and re-cycling the disabled, Fashion and 528 PWDs has trained the Company the skilling initiative, Under the Go placed in employment. were of these 380 PWDs bottles. The of pet recycling has initiated the Company Green, as under: are thereof brief details Managing Director Chairperson – CSR Committee Sd/- Shrikhande Govind Karnataka Andhra Pradesh, Pradesh, Andhra Punjab, NCR Delhi Punjab, district where projects projects district where were or programmes undertaken Projects or programmes: Projects or other area Local 1. and Specify the state 2. Retail Maharashtra 20 20 20 Retail Maharashtra, Gujarat, Sector in Sector which the is Project covered financial year is detailed below is detailed financial year
objectives and Policy of the Company. and Policy objectives sustainability Bharat) (Swachh CSR project or activity CSR project identified for persons with disabilities linked (Employment training) overview of projects or programmes proposed to be to proposed or programmes of projects overview CSR the to web-link the to and a reference undertaken or programmes and projects Policy years (2% of the amount as in item 3 above) (2% of the amount as in item (a) financial year; be spent for the Amount to Total (b) if any; Amount unspent, (c) in which the amount spent during the Manner
3 not spending the amount for 4 Reasons is in compliance with CSR of CSR Policy, confirms that the implementation and monitoring The CSR Committee NA April 27, 2018 April 27, S. No. 2 Ensuring Environment (1) (2) (3) (4) (5) (6) (7) (8) 1 including CSR policy, A brief outline of the Company’s Annual Report on Corporate Social Responsibility (CSR) activities for the Financial Year 2017-18. activities for the Financial Year (CSR) Social Responsibility on Corporate Annual Report 2CSR Committee Composition of the 3 3 financial for last of the Company Profit Net Average Chairperson–Independent Ms. Abanti Sankaranarayanan, 4 CSR Expenditure Prescribed 5 year: of CSR spent during the financial Details 1 creation Livelihood
Annexure III Annexure ANNEXURE TO THE DIRECTORS’ REPORT DIRECTORS’ THE TO ANNEXURE ANNEXURE TO THE DIRECTORS’ REPORT
Annexure IV
APPOINTMENT AND REMUNERATION OF DIRECTORS The Board should be of a size and composition as is & SENIOR MANAGEMENT POLICY conducive to quick and focused decision making. It should be large enough to incorporate a variety of The Nomination and Remuneration (including Corporate perspective skills, and to represent the best interests Governance) Committee and this Policy is in compliance of the Company as a whole rather than of individual with the provisions of Section 178 of the Companies Act, shareholders or interest groups. At the same time it 2013 read along with the applicable rules thereto. should not be so large that effective decision-making This appointment and remuneration policy (the ‘Policy’) is hindered. applies to (i) selection and appointment of the directors The Board of Directors believes that the membership and senior management (including Key Management of the Board as well as of the senior management Personnel therein), and (ii) remuneration of the directors of the Company should comprise persons with an and senior management of Shoppers Stop Limited (the appropriate mix of skills, experience and personal & ‘Company’). positive attributes that allow the management to: This Policy is approved by Board of Directors at its meeting Discharge their responsibilities and duties under held on November 5, 2014 and is effective immediately. the law effectively and efficiently; I. Purpose Understand the business of the Company and the environment in which the Company operates The human resources of a Company are critical to so as to be able to appreciate the management performance of the Company. Therefore the Company objectives, goals and strategic direction which aims to achieve a balance of experience, expertise and will maximise stakeholder’s value; and the right skills amongst its Directors and other human resources and to optimise the compensation payable Assess the performance of the management in to them in order to drive the Company’s performance meeting those goals and objectives. to maximise stakeholders value. The role of the Committee shall, inter-alia, shall The primary objective of this Policy is to provide include the following: a framework and set standards for the selection, Formulation of the criteria for determining appointment and re-appointment of directors and qualifications, positive attributes and senior management who should have the capacity independence of a director and recommend to and ability to lead the Company towards achieving the Board a policy, relating to the remuneration of sustainable development. The Policy is aimed at the directors, key managerial personnel and other ensuring that the management of the Company employees; consists of persons with a diverse range of skills and qualities to meet their primary responsibility Formulation of criteria for evaluation of for promoting the success of the Company in a way Independent Directors and the Board; which ensures that the interests of the Company as Devising a policy on Board diversity; well as the interests of the stakeholders are promoted and protected. In accordance with this policy, identifying persons who are qualified to become directors and II. Policy for Selection & Appointment of Directors and who may be appointed in senior management Senior Management in accordance with the criteria laid down, and recommend to the Board their appointment and The Board is responsible for the selection, removal. appointment of directors and senior management. The Board has delegated the screening and selection The Committee shall consider the selection, process involved in selecting directors and senior appointment of the Directors and Senior management to the Nomination and Remuneration Management and make a recommendation to the (Including Corporate Governance) Committee Board. The Committee may engage in informal (‘Committee’) of the Company. discussions with the members of the Board for the purpose. Alternatively, a member of the Board may The Board has constituted the said Committee recommend a candidate for a position on the Board consisting of three non-executive independent or as a part of senior management to the Committee. directors of the Company. The Committee shall then assess whether a position exists for the candidate so nominated and shall also
52 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 53 in technology, in technology, inter-alia accounting and finance, administration, retail, retail, and finance, administration, accounting planning, human and strategic corporate etc.; resources thinking; and established/ skills and representational leadership qualities; demonstrable opportunities, community cohesion and health place; at work and safety Company; the business of the including the other of the Company a director that require commitments of the candidate candidate. significant time commitments of the Expertise/experience Expertise/experience communication interpersonal, Excellent of lateral be independent and capable Ability to of equal the promotion Commitment to to contacts relative of network a reasonable Have the duties as discharge to of time Availability A Director who retires at an annual general meeting meeting an annual general at who retires A Director and is subject to act, be re-appointed if willing to may, outlined the selection and appointment procedures shall also be dependent upon The re-election above. the performance by directors’ of such the evaluation Board. as and when required to undertake search for new for new search undertake to as and when required or senior positions on the Board for new candidates consult other independent may management and/or carry out its it considers necessary to where experts duties and responsibilities. and Non-Independent) and member of senior on an annual basis by management shall be reviewed support use such external who may the Committee, such reviews. undertake to be required as may Independent or Non-Independent) and member annually of senior management shall be evaluated the be decided by as may against the Goal Sheet shall time. The Committee time to from Board its and give discuss the findings of the evaluation However, in this regard. the Board to recommendation confidential and shall remain the actual evaluation the improve mechanism to shall be a constructive of the Board. effectiveness members of senior management qualified and and retain motivate attract, policy is to shall recommend the candidate to the Board for the Board to the candidate shall recommend as or Senior Management, appointment as director be. the case may
shall not be automatic. of directors The re-appointment consultants engage recruitment may The Committee III. and senior management of Directors Evaluation (Independent The performance of each Director (Whether The performance of each Director IV. and of the directors for remuneration Policy remuneration of the Company’s The objective Committee is found suitable, the If the candidate
in inter-alia the field of management, finance, accounting, or law; technology of achievement; record senior commercial experience, preferably with a preferably experience, senior commercial engaged in the business of retail; Company listed contribute to the overall effectiveness of the effectiveness the overall to contribute may and senior management; as the case Board with the existing constructively be and work management; he will enhance the skill and how the role bring to of the management as a whole. experience and sets 2013 and Listing Act, of the Companies provisions be applicable. if and as may Agreement, experience and expertise to identify the skills identify to and expertise experience best would be lacking or the skills that that may management as of the the effectiveness increase as that of the Company; well and senior management The Board going forward. proper in a manner it has should be structured deal with the to understanding of and competence business issues; and emerging current capability with business vision and track Strategic spirit; Entrepreneurial Degree/professional qualification Degree/professional and probity; personal integrity of honesty, High level and varied Outstanding in capability with extensive Independence of such candidate under the Independence of such candidate to is likely which the candidate to The extent shall that the candidate The skills and experience and the business currently Assess the needs of Assess the management’s current skills, current the management’s Assess new director and member of senior management and and member director new directors, of existing of the term renewal analysing competencies should identity the the Committee and senior management enable the Board to required within the responsibilities fulfil their respective to and goals of the objectives of the overall framework applicable, should also have and wherever Company of the of the annual appraisals the results to regard on the past performance, whether person’s relevant or elsewhere. of the Company Board the and recommending in evaluating fulfil all criteria, the shall be had to regard of a candidate, candidature skills and personal attributes: criteria, following evaluate whether the nominated candidate meets the meets candidate the nominated whether evaluate position. is suitable for the and criteria of strength the increasing by (whether the Board of an existing of retirement or on account the Board appoint a or otherwise), to on whether or director due consideration senior management, person to following: the to should be given
not necessarily individual person may While any potential in selecting and recommending Accordingly,
on a director appoint the necessity to In evaluating expert individuals that the Company needs in order Leave travel allowance according to the policy of to achieve its strategic and operational objectives, the Company; whilst acknowledging the societal context around House rent & other allowances according to the remuneration and recognising the interests of the policy of the Company; Company’s stakeholders. Employee Stock options;, The remuneration/ compensation/ commission for the Directors and senior management (including Other benefits as may be approved by the Board annual increments, if any) will be determined by on the recommendation of the Committee. the Committee and recommended to the Board for Deviations on elements of this remuneration policy approval. in extraordinary circumstances may, however, In determining the remuneration policy, it shall be be considered, when deemed necessary in the ensured that a competitive remuneration package interests of the Company, in order to attract or retain for executive talent is maintained and the Company extraordinary talent. should aim for a total remuneration level that is comparable to levels provided by other companies V. Disclosure of Remuneration of Non-Executive that are similar to the Company in terms of size, Directors scale of operations and complexity, the level and All pecuniary relationship or transactions of the composition of remuneration is reasonable and non-executive directors vis-à-vis the Company shall sufficient to attract, retain and motivate directors of be disclosed in the Annual Report. the quality required to run the Company successfully; relationship of remuneration to performance is clear In addition to the disclosures required under the and meets appropriate performance benchmarks; and Companies Act, 2013, the following disclosures on remuneration to directors, key managerial personnel the remuneration of directors shall be made in the and senior management involves a balance between section on the Corporate Governance of the Annual fixed and incentive pay reflecting short and long-term Report of the Company: performance objectives appropriate to the working of All elements of remuneration package of the Company and its goals. individual directors summarised under major In order to link remuneration to the Company’s groups, such as salary, benefits, bonuses, stock performance, the remuneration package shall include options, pension etc. a variable part in the form of an annual incentive, i.e. Details of fixed component and performance Profit Link Reward Scheme (PLRS), (based on factors linked incentives, along with the performance such as the achievement of specific targets) and a criteria. long-term incentive in the form of Employee Stock Options. Equity-related compensation of Executive Service contracts, notice period, severance fees. Directors and senior management motivates them Stock option details, if any – and whether issued and aligns their financial interests with those of at a discount as well as the period over which shareholders. The emphasis should be on linking pay accrued and over which exercisable. with performance by rewarding effective management of business performance with a long-term focus, as The Company shall publish its criteria of making well as individual achievement. payments to non-executive directors in its Annual Report. Alternatively, this may be put up on the In designing and setting the levels of remuneration for Company’s website and reference drawn thereto in the members of the Board and for senior management the annual report. of the Company, the Committee/Board shall also take into account the relevant statutory provisions and The Company shall disclose the number of shares provisions relating to corporate governance, societal and convertible instruments held by non-executive and market trends and the interests of stakeholders. directors in the Annual Report. However, in extraordinary circumstances the Non-executive directors shall be required to disclose remuneration payable may exceed the level prescribed their shareholding (both own or held by/for other under the relevant statutory provisions by taking persons on a beneficial basis) in the listed Company in appropriate consents as prescribed. which they are proposed to be appointed as directors, The remuneration package may comprise the prior to their appointment. These details should be following components: disclosed in the notice to the general meeting called for appointment of such director. Fixed remuneration; Performance based remuneration (variable VI. Notification salary); The details of this policy shall be included in the report Use of official car to the Executive Directors as of the Board of Directors prepared under Section 134 may be decided by the Board; (3) of the Companies Act, 2013
54 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 55 the Companies 2013 Act, the Companies 2013 Act, the Companies 2013 Act, the Companies 2013 Act, the Companies 2013 Act, Applicable Section 100 Section 2(87) of 100 Section 2(87) of 100 Section 2(87) of 100 Section 2(87) of 100 Section 2(87) of held % of Shares Shares Holding/ Company Company Company Company Company Associate Subsidiary/ Malad (West), Mumbai - 400 064. Malad (West), 022-4249 7000 Tel: E-mail: [email protected] www.shoppersstop.com Website: Limited Karvy Computershare Private Gachibowli, B, Plot 31-32, Selenium, Tower Karvy – 500 032. Hyderabad Financial District, Nanakramguda, 1500 040 - 6716 Tel: E-mail: [email protected] FORM MGT-9 U51900MH1995PLC095115 Subsidiary U52396MH1999PLC122528 Subsidiary U52100MH2007PLC170243 Subsidiary U72900MH2000PLC124178 Subsidiary U74999MH2000PLC124945 Subsidiary EXTRACT OF ANNUAL RETURN OF ANNUAL EXTRACT (Management & Administration) Rules, 2014] Rules, (Management & Administration) As on the financial year ended on March 31, 2018 ended on March year As on the financial [Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies 12(1) of the 2013 and Rule of the Companies Act, Section 92(3) [Pursuant to
Umang Tower, 5th Floor, Mindspace, Off Link 5th Floor, Umang Tower, Mumbai - 400 064. Malad (West), Road, Mindspace, Off Link 5th Floor, Umang Tower, Mumbai - 400 064. Malad (West), Road, Umang Tower, 5th Floor, Mindspace, Off Link 5th Floor, Umang Tower, Mumbai - 400 064. Malad (West), Road, Mindspace, Off Link 5th Floor, Umang Tower, Mumbai - 400 064. Malad (West), Road, Name & Address of the CompanyName & Address CIN Name & Description of main products/services Code of the Product/service* NIC of the Company turnover total % to Umang Tower, 2nd Floor, Mindspace, Off Link 2nd Floor, Umang Tower, Mumbai - 400 064. Malad (West), Road, Transfer Agent, if any Agent, Transfer 4 Ltd. Upasna Trading 5 (India) Ltd. Multichannel Retail Gateway 2 (India) Ltd. Shoppers' Stop.Com 3 Services (India) Ltd. Shopper's Stop 1 Ltd. Bookstores Crossword 1 Apparels2 Non-Appearels implementation. per National Industrial Classification – Ministry of Statistics and Programme *As 477 477 36.90% 63.10% iii CIN Date Registration iii Name of the Companyiv of the Company Category/Sub-category v office & contact details of the Registered Address Mindspace, Off Link Road, 5th Floor, Umang Tower, Company Non-Government Shares/Indian by Limited Company Limited Shoppers Stop 16, 1997 June L51900MH1997PLC108798 I DETAILS OTHER & REGISTRATION vi company listed Whether vii & of the Registrar & Contact details Name, Address Yes Sr. Sr. No. Sr. Sr. No. III COMPANIES & ASSOCIATE OF HOLDING, SUBSIDIARY PARTICULARS shall be stated:- of the Company turnover of the total more All the business activities contributing 10% or II OF THE COMPANY BUSINESS ACTIVITIES PRINCIPAL
Annexure V Annexure ANNEXURE TO THE DIRECTORS’ REPORT DIRECTORS’ THE TO ANNEXURE year 0.01 0.05 0.79 5.04 5.90 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 (3.17) (0.23) (3.40) (3.40) % change during the Shares % of Total % of Total (i.e. as on March 31, 2018) as on March (i.e. 0000.00 No. of Shares held at the end of year of Shares No. Demat Physical Total 56,029,674 0 56,029,674 63.70 56,029,674 0 56,029,674 63.70 20,594,414 0 20,594,414 23.41 Shares % of Total % of Total (i.e. as on April 1, 2017) (i.e. 00000000.00 00000000.00 00000000.00 0000.000000.00 0000.000000.00 0000.000000.00 0000.000000.00 000 0 0 0 0 0 0 0.00 0.00 0.00 0 47,300 0 0 0 0 47,300 0 0.05 0 0.00 0.00 000 0 0 0 0 0 0 0.00 0.00 0.00 0 0 0 0 0 0 0 0 0 0.00 0.00 0.00 0 0 0 0.00 2,461 0 2,461 0.00 11,611 0 11,611 0.01 No. of Shares held at the beginning of year of Shares No. Demat Physical Total 3,695,000 0 3,695,000 4.43 3,695,000 0 3,695,000 4.20 3,466,947 0 3,466,947 4.15 8,082,545 0 8,082,545 9.19 11,159,066 0 11,159,066 13.36 12,452,958 0 12,452,958 14.16 52,334,674 0 52,334,674 62.67 52,334,674 0 52,334,674 59.50 56,029,674 0 56,029,674 67.10 56,029,674 0 56,029,674 67.10 14,628,474 0 14,628,474 17.51 Portfolio Investors Portfolio b) b) Government(s) Government/State Central c) Bodies Corporates Category of Shareholders Category A. PROMOTERS (1) Indian a) Individual/HUF d) Financial Institutions/Banks e) Others (A) (1) SUB-TOTAL: (2) Foreign a) Individuals) Individuals (NRIs/Foreign b) Bodies Corporate c) Institutions d) Others (A) (2) SUB-TOTAL: * of Promoter Shareholding Total (A)= (A)(1)+(A)(2) B. PUBLIC SHAREHOLDING (1) Institutions a) Mutual Funds/UTI g) Capital Investors venture Foreign Funds h) Others Investment Alternate (B)(1): SUB-TOTAL b) b) Financial Institutions/Banks c) Government(s) Government/State Central d) Capital Funds Venture e) Companies Insurance f) Institutional Investors/Foreign Foreign IV EQUITY) BREAK UP AS % OF TOTAL (EQUITY SHARE CAPITAL SHAREHOLDING PATTERN (i) Holding Share Category-wise
56 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS
57
equity shares due to exercise of Employee Stock Options by employees. by Options Stock Employee of exercise to due shares equity
due to allotment of 4,395,925 equity shares to Amazon.com NV Investment Holdings LLC, a non-promoter entity on a private placem private a on entity non-promoter a LLC, Holdings Investment NV Amazon.com to shares equity 4,395,925 of allotment to due ent basis and allotment of 60,020 60,020 of allotment and basis ent
* There is no change in the total number of shares held by the promoters of the Company. However the percentage of the sharehol the of percentage the However Company. the of promoters the by held shares of number total the in change no is There * ding has changed during the year year the during changed has ding
Grand Total (A+B+C) Total Grand 35442 2 8,0,4 100 8,6,6 32 79069100 0.00 100.00 87,960,689 322 87,960,367 100.00 83,504,744 322 83,504,422
- C. Shares held by Custodian for GDRs & ADRs & GDRs for Custodian by held Shares C. ------
Total Public Shareholding (B)= (B)(1)+(B)(2) (B)= Shareholding Public Total 3.40 3,3,9 32 1910536.30 31,931,015 322 31,930,693 2,7,4 32 7450032.90 27,475,070 322 27,474,748
SUB-TOTAL (B)(2): SUB-TOTAL (2.50) 1,3,7 32 1366112.89 11,336,601 322 11,336,279 1,4,7 32 2865615.39 12,846,596 322 12,846,274
I E P F P E I 0.00 .0 3 740.00 734 0 734 0.00 0 0 0
H U F U H 0.03 1,3 1,3 .2 0300 0300.05 40,380 0 40,380 0.02 14,832 0 14,832
NBFCs Registered with RBI with Registered NBFCs (0.02) 10250 4,9 .7 2,2 18780.15 128,728 0 128,728 0.17 140,295 0 140,295
Trusts (0.15) 33660 0,3 .6 9,1 11390.22 191,319 0 191,319 0.36 303,636 0 303,636
Clearing Members Clearing 0.03 3,7 3,7 .4 7520 7520.07 57,592 0 57,592 0.04 31,170 0 31,170
Non-resident Indians/Foreign Nationals Indians/Foreign Non-resident 0.05 4,1 4,1 .5 9550 9550.10 89,515 0 89,515 0.05 44,110 0 44,110
) Others c)
share capital in excess of of excess in capital share 1 lac 1 `
ii) Individuals shareholders holding nominal nominal holding shareholders Individuals ii) (0.16) 152370 ,0,8 .0 ,4,8 141971.64 1,441,987 0 1,441,987 1.80 1,502,387 0 1,502,387
1 lac 1 upto capital share ` `
i) Individual shareholders holding nominal nominal holding shareholders Individual i) 0.38 10119 2 1015112 14153 2 141951.63 1,431,915 322 1,431,593 1.25 1,041,501 322 1,041,179
) Individuals b)
a) Bodies corporates Bodies a) (2.66) 978650 ,6,6 17 794410 ,5,3 9.04 7,954,431 0 7,954,431 11.70 9,768,665 0 9,768,665
2 Non-Institutions (2)
Shares Shares
ea hsclTotal Physical Demat ea hsclTotal Physical Demat
year % of Total Total of % % of Total Total of %
during the the during Category of Shareholders of Category
(i.e. as on April 1, 2017) 1, April on as (i.e. (i.e. as on March 31, 2018) 31, March on as (i.e.
% change change %
No. of Shares held at the beginning of the year the of beginning the at held Shares of No. No. of Shares held at the end of the year the of end the at held Shares of No. (3.40) year holding in share in share % change during the shares to total total to pledged/ % of shares % of shares encumbered encumbered ment basis and allotment of 60,020 ment basis and allotment of 60,020 No. of No. lding has changed during the year lding has changed during the year shares shares pledged of the shares Company % of total % of total (i.e. as on March 31, 2018) as on March (i.e. Shareholding at the end of the year at the end of year Shareholding No. of No. shares 56,029,674 63.70 7,077,204 12.63 shares to total total to pledged/ % of shares % of shares encumbered encumbered No. of No. shares shares pledged of the shares (i.e. as on April 1, 2017) (i.e. Company % of total % of total Shareholding at the beginning of the year at the beginning of year Shareholding 20,000 20,000 20,000 0.02 0.02 0.02 0 0 0 0.00 0.00 20,000 0.00 20,000 20,000 0.02 0.02 0.02 0 0 0 0.00 0.00 0.00 (0.00) (0.00) (0.00) 747,500 0.90 747,500 100.00 747,500 0.85 747,500 100.00 (0.05) 697,500 0.84 697,500 100.00 697,500 0.79 697,500 100.00 (0.04) No. of No. shares 5,459,768 6.54 0 0.00 5,459,768 6.21 0 0.00 (0.33) 5,253,300 6.29 0 0.00 5,253,300 5.97 0 0.00 (0.32) 5,593,300 6.70 0 0.00 5,593,300 6.36 0 0.00 (0.34) 3,382,204 4.05 3,382,204 100.00 3,382,204 3.85 3,382,204 100.00 (0.20) 1,150,000 1.38 1,150,000 100.00 1,150,000 1.31 1,150,000 100.00 (0.07) 1,100,000 1.32 1,100,000 100.00 1,100,000 1.25 1,100,000 100.00 (0.07) 10,386,40110,386,401 12.44 12.44 0 0 0.00 10,386,401 0.00 10,386,401 11.81 11.81 0 0 0.00 0.00 (0.63) (0.63) 11,813,300 14.15 0 0.00 11,813,300 13.43 0 0.00 (0.72) 56,029,674 67.10 7,077,204 12.63 Shareholders Name* Shareholders Total 23 LLP Developement Estate Raghukool 4 LLP Capstan Trading 5 LLP Casa Maria Properties 6 Anbee Constructions LLP 7 LLP Cape Trading 8 Limited Corp Private K Raheja 9 Neel C. Raheja 10 C. Raheja Ravi C. Raheja Jyoti 11 Chandru L. Raheja 12 Limited Inorbit Malls (India) Private 13 Pvt. Ltd. and Hotels Properties Ivory 14 Limited Private K. Raheja Sr. Sr. No. 1 LLP Development Estate Shelter Palm * There is no change in the total number of shares held by the promoters of the Company. However, the percentage of the shareho the percentage However, of the Company. the promoters held by number of shares is no change in the total * There place on a private entity, a non-promoter Holdings LLC, NV Investment Amazon.com to equity shares allotment of 4,395,925 due to employees. Options by Stock of Employee exercise due to equity shares (ii) Share Holding of Promoters (ii) Share
58 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 59 Company % of total shares of the shares No. of No. during the year Shares 4,395,925 5.00 Cumulative Shareholding Shareholding Cumulative No. of No. Shares 4,395,925 Allotment Preferential Preferential Date Reason Share holding during the year Share Date-wise Increase/Decrease in Increase/Decrease Date-wise 07/07/2017 Purchase 44,100 7,589,805 9.09 07/07/2017 Sale -39,467 3,679,480 4.41 21/07/2017 Sale -14,200 7,605,605 9.11 27/10/2017 Purchase 42 2,926,707 3.50 10/11/2017 Sale -105,721 2,731,584 3.27 13/10/2017 Sale03/11/2017 -136,297 3,163,407 Sale -89,402 3.79 2,837,305 3.40 22/12/2017 Sale -50,558 2,678,024 3.21 14/07/2017 Purchase 30,000 7,619,805 9.12 14/07/2017 Sale -28,714 3,650,766 4.37 01/12/2017 Purchase 94 2,731,678 3.27 11/08/2017 Purchase 30,000 7,670,605 9.19 12/01/2018 Sale -61,347 7,373,503 8.83 12/01/2018 15/09/2017 Sale -91,543 7,434,850 8.90 19/01/2018 Sale -38,444 7,335,059 8.34 31/03/2018 - - 4,395,925 5.00 08/12/2017 Sale -3,096 2,728,582 3.27 20/10/2017 Sale -236,742 2,926,665 3.50 26/05/2017 Sale -29,200 7,745,705 9.28 16/03/2018 Sale -17,069 6,354,390 7.22 25/08/2017 Purchase 10,000 7,690,605 9.21 22/09/2017 Sale -4,231 3,358,900 4.02 01/09/2017 Sale -191,182 3,423,757 4.10 18/08/2017 Purchase 10,000 7,680,605 9.20 05/01/2018 Sale -529 2,677,495 3.20 23/03/2018 Sale -7,899 6,346,491 7.22 06/10/2017 Sale -30,000 3,299,704 3.95 29/09/2017 Sale -29,196 3,329,704 3.99 02/03/2018 Sale -300,000 6,818,059 7.75 09/06/2017 Sale -200,000 7,545,705 9.04 09/03/2018 Sale -446,600 6,371,459 7.24 08/09/2017 Sale -60,626 3,363,131 4.03 08/09/2017 Sale -164,212 7,526,393 9.01 09/02/2018 Sale -217,000 7,118,059 8.09 04/08/2017 Purchase 35,000 7,640,605 9.15 04/08/2017 Sale -35,827 3,614,939 4.33 31/03/2018 - - 6,346,491 7.22 (other than Directors, Promoters & Holders of GDRs& ADRs) & Holders than Directors, Promoters (other Company % of total % of total shares of the shares - - 01/04/2017 - - - - No. of No. shares Shareholding at the Shareholding beginning of the year 3,718,947 4.45 01/04/2017 - - 3,718,947 4.45 7,774,905 9.31 01/04/2017 - - 7,774,905 9.31 CO. LTD. CO. Name INSURANCE COMPANY INSURANCE COMPANY LIMITED INVESTMENT HOLDINGS LLC the year due to allotment of 4,395,925 equity shares to Amazon.com NV Investment Holdings LLC, a non-promoter a non-promoter LLC, Holdings NV Investment Amazon.com to shares equity of 4,395,925 allotment to due the year by Options Stock of Employee exercise due to shares equity allotment of 60,020 placement basis and on a private entity, employees. 1 TRUSTEE RELIANCE CAPITAL Sr. Sr. No. 3 ICICI PRUDENTIAL LIFE 2 NV AMAZON.COM (iv) Shareholding Pattern of top ten Shareholders of top ten Pattern Shareholding (iv) (iii) Change in Promoters’ Shareholding Change in Promoters’ (iii) has changed during of the shareholding the percentage However, Shareholding. Promoter’s is no change in the There Shareholding at the Date-wise Increase/Decrease in Cumulative Shareholding beginning of the year Share holding during the year during the year Sr. Name % of total % of total No. No. of No. of No. of shares of the Date Reason shares of the shares Shares Shares Company Company 12/01/2018 Sale -10,538 2,666,957 3.19 19/01/2018 Purchase 178,351 2,845,308 3.24 23/02/2018 Purchase 1,739 2,847,047 3.24 16/03/2018 Purchase 667 2,847,714 3.24 30/03/2018 Purchase 44,725 2,892,439 3.29 31/03/2018 - - 2,892,439 3.29 4 ADITYA BIRLA SUN LIFE 3,317,072 3.97 01/04/2017 - - 3,317,072 3.97 TRUSTEE PRIVATE LIMITED 07/04/2017 Purchase 52,891 3,369,963 4.04 14/04/2017 Purchase 39,089 3,409,052 4.08 21/04/2017 Purchase 37,800 3,446,852 4.13 28/04/2017 Purchase 13,500 3,460,352 4.14 05/05/2017 Purchase 24,300 3,484,652 4.17 12/05/2017 Purchase 45,900 3,530,552 4.23 19/05/2017 Purchase 21,600 3,552,152 4.25 19/05/2017 Sale -34,700 3,517,452 4.21 26/05/2017 Purchase 14,850 3,532,302 4.23 26/05/2017 Sale -2,012 3,530,290 4.23 02/06/2017 Purchase 76,724 3,607,014 4.32 02/06/2017 Sale -63,113 3,543,901 4.24 09/06/2017 Purchase 3,673 3,547,574 4.25 16/06/2017 Purchase 17,003 3,564,577 4.27 23/06/2017 Purchase 19,350 3,583,927 4.29 30/06/2017 Purchase 18,720 3,602,647 4.31 07/07/2017 Purchase 19,962 3,622,609 4.34 14/07/2017 Purchase 21,002 3,643,611 4.36 21/07/2017 Purchase 18,958 3,662,569 4.39 28/07/2017 Purchase 32,580 3,695,149 4.43 04/08/2017 Purchase 36,090 3,731,239 4.47 11/08/2017 Purchase 32,400 3,763,639 4.51 18/08/2017 Purchase 24,170 3,787,809 4.54 25/08/2017 Purchase 37,350 3,825,159 4.58 01/09/2017 Purchase 48,600 3,873,759 4.64 08/09/2017 Purchase 123,500 3,997,259 4.79 15/09/2017 Purchase 9,450 4,006,709 4.80 22/09/2017 Purchase 25,650 4,032,359 4.83 29/09/2017 Purchase 10,800 4,043,159 4.84 27/10/2017 Purchase 31,050 4,074,209 4.88 31/10/2017 Purchase 13,500 4,087,709 4.89 03/11/2017 Purchase 10,800 4,098,509 4.91 10/11/2017 Purchase 52,832 4,151,341 4.97 10/11/2017 Sale -29,267 4,122,074 4.93 17/11/2017 Purchase 31,500 4,153,574 4.97 24/11/2017 Purchase 21,600 4,175,174 5.00 01/12/2017 Purchase 28,900 4,204,074 5.03 08/12/2017 Purchase 52,400 4,256,474 5.10 15/12/2017 Purchase 25,200 4,281,674 5.12 22/12/2017 Purchase 41,400 4,323,074 5.17
60 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 61 Company % of total shares of the shares No. of No. during the year during the Shares Cumulative Shareholding Shareholding Cumulative No. of No. Shares Date Reason Share holding during the year holding during Share Date-wise Increase/Decrease in Increase/Decrease Date-wise 27/10/2017 Sale -510,000 0 0.00 21/07/2017 Sale -5,337 1,143,383 1.37 13/10/2017 Sale -59,000 600,452 0.72 13/10/2017 Sale -82,000 2,113,000 2.53 14/07/2017 Sale -4,881 1,148,720 1.38 28/07/2017 Purchase 5,000 1,345,000 1.61 28/07/2017 Sale -60,521 1,082,862 1.30 29/12/2017 Purchase 28,730 4,351,804 5.21 12/05/2017 Sale -17,006 1,153,601 1.38 12/01/2018 Purchase 36,000 4,436,250 5.31 15/09/2017 Sale -5,000 844,452 1.01 19/01/2018 Purchase 45,900 4,482,150 5.10 31/03/2018 - - 2,098,00031/03/2018 - 2.39 - - - 31/03/2018 - - 4,853,014 5.52 07/04/2017 Sale -17,000 1,244,452 1.49 20/10/2017 Sale -240,000 510,000 0.61 20/10/2017 Sale -13,000 2,100,000 2.51 05/05/2017 Sale -12,000 1,170,607 1.40 16/03/2018 Purchase 41,559 4,774,563 5.43 21/04/2017 Sale -15,847 1,182,683 1.42 25/08/2017 Sale -7,219 1,001,671 1.20 22/09/2017 Sale -71,317 2,233,683 2.67 01/09/2017 Sale -63,495 938,176 1.12 16/02/2018 Purchase 23,400 4,628,604 5.26 26/01/2018 Purchase 47,700 4,529,850 5.15 05/01/2018 Purchase 48,446 4,400,250 5.27 18/08/2017 Sale -650 1,008,890 1.21 05/01/2018 Sale -2,000 2,098,000 2.51 23/03/2018 Purchase 51,450 4,826,013 5.49 23/02/2018 Purchase 38,453 4,667,057 5.31 06/10/2017 Sale -185,000 659,452 0.79 06/10/2017 Sale -157,756 750,000 0.90 29/09/2017 Sale -442,244 907,756 1.09 29/09/2017 Sale -38,683 2,195,000 2.63 30/03/2018 Purchase 27,001 4,853,014 5.52 02/03/2018 Purchase 41,647 4,708,704 5.35 14/04/2017 Sale -45,922 1,198,530 1.44 02/02/2018 Purchase 41,580 4,571,430 5.20 28/04/2017 Sale -76 1,182,607 1.42 09/03/2018 Purchase 24,300 4,733,004 5.38 08/09/2017 Sale -88,724 849,452 1.02 09/02/2018 Purchase 33,774 4,605,204 5.24 04/08/2017 Purchase 5,000 1,350,000 1.62 04/08/2017 Sale -73,322 1,009,540 1.21 Company % of total % of total shares of the shares No. of No. shares Shareholding at the at Shareholding beginning of the year beginning 1,261,452 1.51 01/04/2017 - - 1,261,452 1.51 2,305,000 2.76 01/04/2017 - - 2,305,000 2.76 1,340,000 1.60 01/04/2017 - - 1,340,000 1.60 Name CONSUMER LIMITED LLP Sr. Sr. No. 6 FUNDS - EMERGING LO 7 COMPANY CLOTHING ZODIAC 5 MIRAJ MARKETING COMPANY Shareholding at the Date-wise Increase/Decrease in Cumulative Shareholding beginning of the year Share holding during the year during the year Sr. Name % of total % of total No. No. of No. of No. of shares of the Date Reason shares of the shares Shares Shares Company Company 12/01/2018 Sale -40,000 560,452 0.67 09/02/2018 Sale -28,000 532,452 0.61 16/02/2018 Sale -13,617 518,835 0.59 02/03/2018 Sale -5,566 513,269 0.58 31/03/2018 - - 513,269 0.58 8 L&T MUTUAL FUND TRUSTEE 0 0.00 01/04/2017 - - 0 0.00 LIMITED - L&T EMERGING 20/10/2017 Purchase 361,006 361,006 0.43 BUSINESSES FUND 27/10/2017 Purchase 277,694 638,700 0.76 31/10/2017 Purchase 139,083 777,783 0.93 24/11/2017 Purchase 48,200 825,983 0.99 15/12/2017 Purchase 40,799 866,782 1.04 22/12/2017 Purchase 12,766 879,548 1.05 05/01/2018 Purchase 27,579 907,127 1.09 12/01/2018 Purchase 119,039 1,026,166 1.23 09/02/2018 Purchase 74,835 1,101,001 1.25 16/02/2018 Purchase 10,000 1,111,001 1.26 23/02/2018 Purchase 9,090 1,120,091 1.27 09/03/2018 Purchase 53,343 1,173,434 1.33 23/03/2018 Purchase 10,000 1,183,434 1.35 31/03/2018 - - 1,183,434 1.35 9 THE MASTER TRUST BANK 1,039,591 1.24 01/04/2017 - - 1,039,591 1.24 OF JAPAN, LTD. AS TRUSTEE 07/04/2017 Sale -7,500 1,032,091 1.24 OF NISSAY INDIA EQUITY 21/04/2017 Sale -2,829 1,029,262 1.23 SELECTION MOTHER FUND 28/04/2017 Sale -5,501 1,023,761 1.23 12/05/2017 Sale -17,132 1,006,629 1.21 19/05/2017 Sale -3,508 1,003,121 1.20 26/05/2017 Sale -4,202 998,919 1.20 29/09/2017 Sale -188,336 810,583 0.97 24/11/2017 Sale -12,079 798,504 0.96 01/12/2017 Sale -23,409 775,095 0.93 08/12/2017 Sale -30,414 744,681 0.89 15/12/2017 Sale -38,177 706,504 0.85 22/12/2017 Sale -25,000 681,504 0.82 12/01/2018 Sale -11,168 670,336 0.80 19/01/2018 Sale -91,000 579,336 0.66 02/02/2018 Purchase 42,000 621,336 0.71 09/02/2018 Purchase 119,242 740,578 0.84 31/03/2018 - - 740,578 0.84 10 FIRST STATE INDIAN 202,372 0.24 01/04/2017 - - 202,372 0.24 SUBCONTINENT FUND 16/06/2017 Purchase 122,334 324,706 0.39 10/11/2017 Sale -5,883 318,823 0.38 17/11/2017 Sale -23,867 294,956 0.35 24/11/2017 Sale -2,715 292,241 0.35 26/01/2018 Purchase 90,588 382,829 0.44 02/02/2018 Purchase 9,456 392,285 0.45 09/02/2018 Purchase 88,376 480,661 0.55 09/03/2018 Purchase 434,619 915,280 1.04 31/03/2018 - - 915,280 1.04
62 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 63 Company % of total shares of the shares during the year during the No. of No. Shares Cumulative Shareholding Shareholding Cumulative 788 3,881 0.00 474 4,355 0.01 1,380 7,979 0.01 2,100 8,907 0.01 5,460 305,479 0.37 No. of No. Shares under ESOP under ESOP under ESOP under ESOP under ESOP holding during the year holding during Date Reason 17.09.2017 Allotment 17.09.2017 Allotment 17.09.2017 Allotment Date wise Increase/Decrease in Share in Share wise Increase/Decrease Date 01.11.2017 Sale -2,308 6,599 0.01 30.11.2017 Allotment 30.11.2017 Allotment 31.03.2018 31.03.2018 - 31.03.2018 - 31.03.2018 - - 31.03.2018 - - 31.03.2018 N.A. - - N.A. - N.A. - - - N.A. N.A. - - N.A. N.A. - N.A. - 31.03.2018 31.03.2018 - - - - N.A. N.A. - - 31.03.2018 - - 4,355 0.00 31.03.2018 - - 7,750 0.01 31.03.2018 31.03.2018 - 31.03.2018 - 31.03.2018 - - 697,500 - - 1,100,000 0.79 - 1,150,000 1.25 - 567,685 1.31 0.65 31.03.2018 - - 305,479 0.35 Company % of total % of total shares of the shares N.A. N.A. 01.04.2017 N.A. N.A. N.A. N.A. 7,750 0.01 01.04.2017 - - 7,750 0.01 3,093 0.00 01.04.2017 - - 3,093 0.00 6,807 0.01 01.04.2017 - - 6,807 0.01 No. of No. shares 153,250 0.18 01.04.2017 - - 153,250 0.18 697,500 0.84 01.04.2017 - - 697,500 0.84 300,019 0.36 01.04.2017 - - 300,019 0.36 Shareholding at the at Shareholding beginning of the year beginning $ # (Chief Executive Officer)^ (Chief Executive (Chief Financial Officer) Officer) Secretary) Mr. Deepak Ghaisas (holds Mr. with his wife as second holder) Name (Chairman) (Managing Director) 8 Nirvik Singh Mr. 9 Ms. Abanti Sankaranarayanan10 Manish Chokhani Mr. 11 Thomas* Gareth - Mr. 12 Salil Nair Mr. -13 Chakravarti Sanjay Mr. - 01.04.2017 - - 01.04.2017 - - - 01.04.2017 - - 01.04.2017 ------14 Suri (Chief Executive Rajiv 15 (Company Sanghavi Bharat Mr. 7 Nitin Sanghavi Prof. - - 01.04.2017 - - - - 1 Chandru L. Raheja Mr. Sr. Sr. No. 2 C. Raheja Ravi Mr. 3 Neel C. Raheja Mr. 4 B. S. Nagesh Mr. 1,100,0005 Shrikhande Govind Mr. 1,150,000 1.32 01.04.2017 1.38 01.04.2017 567,685 - 0.68 01.04.2017 - - 1,100,000 - - 1,150,000 1.32 - 1.38 567,685 0.68 6 * Mr. Gareth Thomas, Independent Director resigned as Director of the Company w.e.f. October 26, 2017. October w.e.f. of the Company as Director resigned Thomas, Independent Director Gareth * Mr. 31, 2017. May effective of the Company services the from resigned Officer of the Company Chief Executive Salil Nair, ^ Mr. 22, 2017. December effective the services of the Company from resigned Chief Financial Officer Chakravarti, Sanjay $ Mr. 2018. January 9, w.e.f. Officer of the Company, as a Chief Executive Suri has been appointed Rajiv # Mr. (v) Personnel Managerial Key of Directors and Shareholding V INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment (` in lacs) Secured Loans Unsecured Total Particulars excluding Deposits Loans Indebtedness deposits Indebtness at the beginning of the financial year i) Principal Amount 52,590.17 5,000.00 0 57,590.17 ii) Interest due but not paid 165.88 0 0 165.88 iii) Interest accrued but not due 0000 Total (i+ii+iii) 52,756.05 5,000.00 0 57,756.05
Change in Indebtedness during the financial year Additions 5,000.00 0 0 5,000.00 Reduction 49,018.03 5,000.00 0 54,018.03 Net Change (44,018.03) (5,000.00) 0 (49,018.03)
Indebtedness at the end of the financial year i) Principal Amount 8,737.89 0 0 8,737.89 ii) Interest due but not paid 0.13 0 0 0.13 iii) Interest accrued but not due 0000 Total (i+ii+iii) 8,738.02 0 0 8,738.02
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Mr. Govind Shrikhande (Managing Director)
Sr. Particulars of Remuneration Amount in ` No. 1 Gross salary (a) Salary as per provisions contained in Section 17(1) of the Income Tax, 1961 4,77,63,580 (b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 3,07,640 (c ) Profits in lieu of salary under Section 17(3) of the Income Tax Act, 1961 - 2 Stock option - 3 Sweat Equity - 4 Commission as % of profit - 5 Others (Retiral benefits, Company Car, Gift Voucher & Food Card) - Total (A) 4,80,71,220 Ceiling as per the Act 10% of the net profits of the Company
64 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS
65
Company as Commission as Company
Ceiling as per the Act the per as Ceiling
1 lac for attenting each Meeting of Board and and Board of Meeting each attenting for lac 1 of fees sitting Committees thereof and 1% of the Net profit of the the of profit Net the of 1% and thereof Committees `
Total (B)=(B1+B2) Total 5,060,000
Total B (2) B Total 460,000 350,000 650,000 1,810,000 650,000 350,000 460,000 350,000
c)Ohr,pes pcf.------specify. please Others, ) (c
(b) Commission - - - 300,000 300,000 300,000 - - - Commission (b)
Committee meetings Committee
(a) Fee for attending Board/Audit Board/Audit attending for Fee (a) 350,000 460,000 350,000 350,000 1,510,000 350,000 350,000 460,000 350,000
r hnr .Rhj r aiC aeaM.Ne .Rhj r .S aehTotal Nagesh S. B. Mr. Raheja C. Neel Mr. Raheja C. Ravi Mr. Raheja L. Chandru Mr.
No.
Particulars of Remuneration of Particulars
Sr. Sr. Name of the Directors the of Name
2 Other Non-Executive Directors Non-Executive Other 2 Amount in in Amount `
oa 1 7,0 1,0 5,0 5,0 7,0 0,0 3,250,000 100,000 670,000 350,000 350,000 810,000 970,000 (1) B Total
c)Ohr,pes pcf ------specify please Others, ) (c
(b) Commission 600,000 300,000 300,000 300,000 300,000 - 1,800,000 - 300,000 300,000 300,000 300,000 600,000 Commission (b)
Committee meetings Committee
(a) Fee for attending Board/Audit Board/Audit attending for Fee (a) 370,000 510,000 50,000 50,000 370,000 100,000 1,450,000 100,000 370,000 50,000 50,000 510,000 370,000
Ghaisas Sanghavi Sankaranarayanan Chokhani Thomas
Mr. Nirvik Singh Nirvik Mr. Total
No.
Mr. Deepak Deepak Mr. Prof. Nitin Nitin Prof. Ms. Abanti Ms. Mr. Manish Manish Mr. Mr. Gareth Gareth Mr.
Particulars of Remuneration of Particulars
Sr. Sr.
Name of the Directors the of Name
(Amount in in (Amount ) 1 Independent Directors Independent 1 ` B. Remuneration to other directors: other to Remuneration B. C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MANAGING DIRECTOR
Key Managerial Personnel (Amount in `) Mr. Sanjay Mr. Salil Nair Mr. Bharat Mr. Rajiv Suri Chakravarti Sr. (Chief Executive Sanghavi (Chief Executive Particulars of Remuneration (Chief Financial Total No. Officer) (upto (Company Officer) (w.e.f. Officer) (upto 31.05.2017) Secretary) 09.01.2018) 22.12.2017) 1 Gross Salary (a) Salary as per provisions 15,022,017 10,034,923 4,230,903 10,011,984 39,299,827 contained in Section 17(1) of the Income Tax Act, 1961 (b) Value of perquisites u/s 17(2) 15,300 30,437 45,674 9,900 101,311 of the Income Tax Act, 1961 (c ) Profits in lieu of salary under - - - - - Section 17(3) of the Income Tax Act, 1961 2 Stock Option 530,681 # 300,978 86,327 - 387,305 3 Sweat Equity - - - - - 4 Commission as % of profit - - - - - 5 Others ----- Total 15,567,998 10,366,338 4,362,904 10,021,884 40,319,124 # On account of allotment of equity shares under ESOP on November 30, 2017.
VII PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES Details of Penalty/ Section of the Authority (RD/ Appeal made if Type Brief Description Punishment/ Companies Act NCLT/ Court) any (give details) Compounding fees imposed A. COMPANY Penalty Punishment Nil Compounding B. DIRECTORS Penalty Punishment Nil Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Nil Compounding
66 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 67 NOT APPLICABLE NOT NOT APPLICABLE NOT NOT APPLICABLE NOT (Substantial Acquisition of Shares and Takeovers) and Takeovers) Shares of (Substantial Acquisition 2011; Regulations, 2015; Regulations, of Insider Trading) (Prohibition Requirements) (Issue of Capital and Disclosure 2009; Regulations, 2014; Benefits) Regulations, Based Employee India (Buyback of Securities) Regulations, 1998 – Agents) Transfer an Issue and Share to (Registrars Act the Companies 1993 regarding Regulations, and dealing with client; Regulations, Shares) (Delisting of Equity 2009 – and Listing of Debt Securities) Regulations, 2008 – Company Secretaries of India Secretaries Company 2015 Regulations, Requirements) of India Board and Exchange The Securities a) of India Board The Securities and Exchange b) of India Board The Securities and Exchange c) d) of Board The Securities and Exchange of India (Share Board The Securities and Exchange e) of India Board The Securities and Exchange g) h) of India (Issue Board The Securities and Exchange of India Board Exchange The Securities and f) the Company made by on the representation relied I have and the mechanism and its officers for the systems Compliances under the for the the Company formed by the Company. to and the regulations applicable Acts compliance with the applicable also examined I have clauses of the following: of The Institute by issued Standards Secretarial SEBI (Listing Obligations and Disclosure (i) (ii) has complied the Company During the period under review, Regulations, Rules, of the Act, with the provisions mentioned above. Guidelines and Standards I further that, report is duly constituted of the Company of Directors The Board Non-Executive Directors, balance of Executive with proper The changes in and Independent Directors. Directors that took of Directors the composition of the Board carried out in were place during the period under review of the Act. compliance with the provisions
and FORM NO. MR-3 FORM NO. SECRETARIAL AUDIT REPORT REPORT AUDIT SECRETARIAL March 31, 2018, complied with the Remuneration of Managerial Personnel) Rules, 2014] Rules, of Managerial Personnel) Remuneration FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018 FOR THE FINANCIAL SHOPPERS STOP LIMITED SHOPPERS STOP March 31, 2018 Umang Tower, 5th Floor, Mindspace, Mindspace, 5th Floor, Umang Tower, CIN:L51900MH1997PLC108798
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and of the Companies (Appointment No.9 2013 and Rule of the Companies Act, Section 204(1) [Pursuant to
made thereunder; made thereunder; and the rules (‘SCRA’) thereunder; framed the Bye-Laws the extent to made thereunder rules and regulations Direct Overseas Investment, Direct of Foreign Borrowings; Commercial and External Investment of India Act, Board under the Securities and Exchange 1992 (‘SEBI Act’):- Annexure VI Annexure To, The Members, LIMITED SHOPPERS STOP audit of the compliance the secretarial conducted I have to and the adherence provisions of applicable statutory by practices good corporate Registered office at Registered - 400 064. Mumbai Malad (West), Off Link Road, ANNEXURE TO THE DIRECTORS’ REPORT DIRECTORS’ THE TO ANNEXURE (hereinafter called “the Company”), incorporated on June incorporated Company”), called “the (hereinafter 16, 1997 having in a manner that provided conducted was Audit Secretarial the corporate basis for evaluating me a reasonable my compliances and expressing conducts/statutory opinion thereon. books, of the Company’s verification Based on my filed and forms and returns books, papers, minute and also the the Company maintained by other records agents its officers, Company, the by information provided during the conduct of and authorised representatives opinion, that in my report audit, I hereby secretarial the has, during the audit period covering the Company ended on financial year also that the and hereunder listed provisions statutory and compliance- Board-processes has proper Company in the manner and the extent, mechanism in place to made hereinafter: the reporting subject to forms books, papers, minute the books, examined I have the maintained by filed and other records and returns ended on for the financial year Company according to the provisions of: the provisions to according and the rules 2013 (the Act) The Companies Act, (i) 1956 Act, (Regulation) The Securities Contracts (ii) and 1996 and the Regulations Act, The Depositories (iii) 1999 and the Management Act, Exchange Foreign (iv) Guidelines prescribed and Regulations The following (v) Adequate notice is given to all directors to schedule the provide security in connection with a loan to any other Board Meetings, agenda and detailed notes on agenda body corporate or person and/or (iii) acquire by way of were sent as per the provisions of the Companies Act, subscription, purchase or otherwise, the securities of 2013 and the rules made thereunder, and a system any other body corporate, upto (a) maximum amount exists for seeking and obtaining further information and of ` 1,135 crores (Rupees One Thousand One Hundred clarifications on the agenda items before the meeting Thirty Five Crores) or (b) the maximum limits so and for meaningful participation at the meeting including prescribed under Section 186 of the Companies Act, meeting through the video conference. 2013 as may be and result for the same was declared on June 15, 2017. All decisions are carried through the unanimous consent of all the Board of Directors and recorded as part of the minutes. 3. The members of the Company in its Extra Ordinary General Meeting held on October 18, 2017 have I further report that there are adequate systems and approved the issue, offer and allotment of 43,95,925 processes in the Company commensurate with the size Equity shares of the face value of ` 5/- each at a price and operations of the Company to monitor and ensure of ` 407.78/- per equity share to Amazon.com NV compliance with applicable laws, rules, regulations and Investment Holdings LLC on preferential allotment/ guidelines. Private placement basis. I further report that during the audit period: 4. The members of the Company vide postal ballot have 1. The Board of Directors have approved shifting of approved the sale/ transfer/ disposal of 77,158,778 Registered Office of the Company from Eureka Equity Shares of the face value of ` 10 each of Towers, B Wing, 9th Floor, Mindspace, Link Road, Hypercity Retail (India) Limited and result for the Malad (West), Mumbai- 400 064 to Umang Tower, same was declared on November 14, 2017. 5th Floor, Mindspace, Off Link Road, Malad (West), 5. The Company have issued and allotted in various Mumbai - 400 064 with effect from April 17, 2017. tranches 60,020 Equity shares of the face value of 2. The members of the Company vide postal ballot have ` 5/- each at different exercise price to employees approved to (i) give any loans to any person or other under Employee Stock Option Scheme 2008. body corporate and/or (ii) give any guarantees or to For Kaushal Dalal & Associates Company Secretaries
Kaushal Dalal Proprietor Date: April 27, 2018 M. No.: 7141 CP No.: 7512
To, The Members, SHOPPERS STOP LIMITED Our report of even date is to read along with this letter. 1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test check basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices I followed, provided a reasonable basis for my opinion. 3. I have not verified the correctness and appropriateness of financial records and books of account of the Company. 4. Whereever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulation, standards is the responsibility of management. My examination was limited to the verification of procedures on the test check basis. 6. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For Kaushal Dalal & Associates Company Secretaries
Kaushal Dalal Proprietor Date: April 27, 2018 M. No.: 7141 CP No.: 7512
68 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 69 72 lacs towards PF 72 lacs towards ` 741 lacs) cumulatively for like to like like to for like lacs) cumulatively 741 ` restricted usage of the night lighting during night usage of the night restricted work. by there PF incentive avail the losses and reduce to bills. This the energy on 7% incentive 5% to receiving benefit of availed have FY we 2018. till March Incentive energy to Units (which is equivalent of 6,650,732 of cost saving and monitoring consistent through achieved stores, as level the consumption at optimum controlling plus year the consumption of the last to compared etc. LED rollout, like initiative various roughly LED) saving CDMT to current lighting from lighting load 45% unit consumption towards 40% to at certain stores. to optimised uses helped the Company energy Energy State in ‘Uttar Pradesh win second prize UPNEDA, by conducted Awards-2017’ conservation Ministry of Power, under the State UP Government, the among at Lucknow, Store for Shoppers Stop category. ‘Shopping Malls’ 4. Eliminated the unwanted night consumption and night the unwanted Eliminated 4. 5. factor power maintain the to banks capacitor Installed 6. in the saving resulted efforts were These cumulative of (Conversion Project out LED 7. Successfully rolled and practices maintenance of the good Result 8.
managers were made aware about energy about energy made aware managers were as per the connected consumption of their store operating load and load. Based on the connected each to consumption is given energy hours, budgeted of taking daily logs and cross- and practice stores the budgeted checking the daily consumption with unwanted This helps in curbing the units is adopted. all the possible take users to consumption, motivates and helps in pointing out the energy save to measures pattern consumption in the energy the discrepancies the discrepancies. eliminate to action and corrective inside the stores optimising the temperature by for the is the major contributor (24˚C). This drive in addition to for the stores conservation energy usage installed VFD for manual optimisation of AHU’s stores. at the the AHU’s Colour hours as per the usage pattern. the operating for distinguishing the different coding is followed floor signage’s, window, show lighting (emergency, so that energy lighting) switches; lighting, indirect usage can be optimised. 2. system consumption of HVAC the energy Controlled 3. strictly controlling Optimised lighting consumption by The Company is engaged in the continuous process of in the continuous process is engaged The Company and operational improved through conservation energy The brief of the particulars in practices. maintenance regarding taken and initiatives steps of various respect is as absorption and technology of energy conservation under: and store head Unit maintenance All the Store 1. CONSERVATION OF ENERGY & TECHNOLOGY ENERGY & TECHNOLOGY OF CONSERVATION ABSORPTION Annexure - VII Annexure ANNEXURE TO THE DIRECTORS’ REPORT DIRECTORS’ THE TO ANNEXURE April 27, 2018
To, The Board of Directors Shoppers Stop Limited Umang Tower, 5th Floor, Mindspace, Off Link Road, Malad (West), Mumbai - 400 064. Dear Sirs, We hereby certify that: (a) We have reviewed the financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief: (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; (ii) these statements together present a true and a fair view of the Company’s affair and are in compliance with existing accounting standards, applicable laws and regulations. (b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s code of conduct. (c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies. (d) We have indicated to the auditors and the Audit Committee: (i) significant changes in internal control over the financial reporting during the year; (ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and (iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.
For Shoppers Stop Limited
Govind Shrikhande Rajiv Suri Vijay Jain Customer Care Associate & Customer Care Associate & Customer Care Associate & Managing Director Chief Executive Officer Dy. Chief Financial Officer
70 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 71 Shoppers Stop stores (including 6 airport stores) and 13 (including 6 airport stores) stores Shoppers Stop of these India. Details across spread Stores HomeStop Shareholders in “General provided are locations store of Report Governance section of Corporate Information” In addition, under the “Beauty segment”, the Company. under M.A.C, 103 stores also operates the Company and Smash Box Bobbi Brown Lauder, Clinique, Estee formats. (a) – Nil Locations Number of International (b) has 83 – The Company Locations Number of National National Apparels & Non-Apparels Apparels Apparels - 477 Apparels – 477 Non-Apparels Malad (West), Mumbai - 400 064. Malad (West), 022 – 42497000. Tel: “To be an inspirational and trusted brand, transforming customer’s lives through fashion and fashion through lives customer’s transforming brand, and trusted be an inspirational “To (Provide details of major 5) details (Provide
National/ International (b) (b) Number of National Locations undertaken by the Company the Company by undertaken (a) Number of International Locations manufactures/provides (as in balance sheet) manufactures/provides (industrial activity code-wise)
what is not ours. and not take will be fair We Integrity – and growth. of innovation an environment will have We Innovative – responsible. rights and be socially our customer’s will respect We Socially Responsible – openness. to conducive dissent and an environment The obligation to Openness – apologise and forgive. a willingness to will have We Care – and excellence. development that encourages an environment will have We Excellence – 10 State/ – Local/ the Company by served Markets 9 business activity is number of locations where Total 8 that the Company products/services key List three 4 Website5 E-mail ID6 reported Financial Year 7 is engaged in that the Company Sector(s) 31, 2018 March April 1, 2017 to www.shoppersstop.com [email protected] 1 Identity Number (CIN) of the Company Corporate 2 of the Company Name 3 Office Address Registered L51900MH1997PLC108798 Mindspace, Off Link Road, 5th Floor, Umang Tower, Limited Shoppers Stop SECTION A: GENERAL INFORMATION ABOUT THE COMPANY SECTION A: GENERAL INFORMATION ABOUT THIS REPORT 2015, the Regulations, 34(2)(f) Requirements) Obligations and Disclosure of the SEBI (Listing Regulation Pursuant to for the financial year (BRR) of the Company Report” Second “Business Responsibility herewith members present Board 2017-18: delightful shopping experience every time.” every experience delightful shopping our Vision: that help us in achieving Values VISION AND VALUES OF THE COMPANY VISION AND VALUES interactions. activities and stakeholders and guides all business governs the Company by adopted The Vision and Values Vision of the Company: REPORT BUSINESS RESPONSIBILITYBUSINESS SECTION B – FINANCIAL DETAILS OF THE COMPANY
1 Paid-up Capital ` 4,398.03 lacs 2 Total Turnover ` 418,631.46 lacs 3 Total profit after taxes ` 1,160.38 lacs 4 Total Spending on Corporate Social Responsibility (CSR) as percentage The Company’s spending on CSR for the year of profit after tax (%) ended March 31, 2018 was ` 84 lacs, which is 2% of average net profit for the last 3 financial years. 5 List of activities in which expenditure in 4 above has been incurred Livelihood creation for persons with disabilities (Employment linked training) and ensuring environment sustainability. The details of above CSR activities are provided as Annexure III to the Directors’ Report.
SECTION C – OTHER DETAILS
1 Does the Company have any Subsidiary Company/Companies? Yes 2 Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent Company? No If yes, then indicate the number of such subsidiary Company(s) 3 Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business No with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%]
SECTION D – BR INFORMATION
1 Details of Director responsible for BR (a) Details of the Director responsible for implementation of the BR policies 1 DIN Number 00029419 2 Name Mr. Govind Shrikhande 3 Designation Managing Director (b) Details of the BR head No. Particulars Details 1 DIN Number (if applicable) 00029419 2 Name Mr. Govind Shrikhande 3 Designation Managing Director 4 Telephone number 022-42497000 5 E-mail ID [email protected] 2 Principle-wise (as per NVGs) BR policies: P1: Ethics, Transparency and Accountability P2: Product Responsibility P3: Well-being of Employees P4: Responsiveness to Stakeholders P5: Human Rights P6: Environmental Responsibility P7: Public Policy Advocacy P8: Inclusive Growth and Equitable Development P9: Engagement with Customers
72 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 73 YYYYYY - YY YYYYYY - YY YYYYYY - YY YYYYY - - - Y YYYYYY - YY YYYYYY - YY The spirit and content of the Code of Conduct and the applicable the Code of Conduct and the applicable of The spirit and content the Company. by framed in the policies captured are laws 2013 (the Act) Act, under the Companies mandated Policies Requirements) Obligations and Disclosure and the SEBI (Listing and is the Board by approved are 2015 (LODR) Regulations, approved other policies are and the Managing Director signed by as Heads of the Company Managing Director/Functional the by time. time to from appropriate of the Company on website be displayed to mandated Policies at https://corporate. displayed are and LODR as per the Act are and all other policies shoppersstop.com/Investors/Policies.aspx on our intranet. displayed viewed online? viewed implement the policies to structure the to mechanism related redressal stakeholders’ address policies to the policies? to related grievances of the independent audit/ evaluation or an internal of this policy by working 3 agency? Note external Board? If yes, has it been signed by by has it been signed If yes, Board? Board CEO/ appropriate MD/ owner/ Director? of the Board/ specified committee the oversee Official to Director/ implementation of the policies? 2 Note internal all relevant to communicated stakeholders? and external in consultation with the relevant the relevant in consultation with 1 Note stakeholders? standards? national/ international specify? (50 words) If yes, 6 be for the policies to the link Indicate 8 in-house have Does the Company 9 a grievance have the Company Does 10 carried out Has the Company 4 the by being approved Has the policy 5 a have Does the Company 7 Has the policy been formally No. Questions12 policies for have Do you being formulated Has the policy 3 any to Does the policy conform Y Y P1 P2 Y P3 Y P4 Y P5 Y P6 P7 N P8 Y P9 Y relevant policies have evolved over a period of time. a period over evolved policies have relevant in line the CSR Committee by is administered Policy Social Responsibility The Corporate and GRC respectively. Function. the Maintenance by is overseen Management Policy The Energy of the Act. with the requirements functions. The Nomination, operating the relevant done by issues are related of all customer Resolution the implementation of certain policies. oversees as well Committee Governance & Corporate Remuneration time. time to from (a) in Y/N) (Reply of compliance Details Note 1: There have been consultation with all stakeholders wherever required and possible and accordingly the and possible and accordingly required wherever been consultation with all stakeholders have There 1: Note the Human Resource by is overseen Note the Code of Conduct for Employees to The implementation and adherence 2: of these policies of working and GRC function carry out independent audit/evaluation auditors The internal 3: Note (b) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options) No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9 1 The Company has not understood the ------Principles 2 The Company is not at a stage where ------it finds itself in a position to formulate and implement the policies on specified principles 3 The Company does not have financial ------or manpower resources available for the task 4 It is planned to be done within next ------6 months 5 It is planned to be done within the next ------1 year 6 Any other reason (please specify) ------3 -- While there is no specific policy outlined for this principle, the Company, through trade bodies and associations, puts forth a number of suggestions with respect to the economy in general and the retail sector in particular. 3 Governance related to BR (a) Indicate the frequency with which the Board The BR performance is assessed periodically by the Management/ of Directors, Committee of the Board or Board of Directors and its Committees. CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year (b) Does the Company publish a BR or a This is second Business Responsibility Report being published for Sustainability Report? What is the hyperlink the Financial Year 2017-18 by the Company. It is available on the for viewing this report? How frequently it is website of the Company at www.shoppersstop.com published?
SECTION E – PRINCIPLE-WISE PERFORMANCE Further, the Company has adopted a Whistle Blower Policy through which its directors and employees Principle 1: Ethics, Transparency and Accountability can report their genuine concerns about unethical behaviour, actual or suspected fraud or violation Shoppers Stop Ltd., a pioneer in modern retailing in India of the Company’s code of conduct. It also provides has built a reputation over a period of more than 25 years adequate safeguards against victimisation of persons for its high ethical standards. It firmly believes that good who uses such mechanism. governance is a pre-requisite for meeting the needs and aspirations of its stakeholders. The vision and values of The Company has, developed its Code of Practices the Company are fundamentally based on the principles and Procedures for Fair Disclosure of Unpublished of Ethics, Transparency and Accountability. Price Sensitive Information and Code of Internal Procedures and Conduct for regulating, monitoring 1. Does the policy relating to ethics, bribery and and reporting trading by Insiders in such a manner corruption cover only the Company? Yes/No. Does that it not only satisfies the regulatory requirements it extend to the Group/ Joint Ventures/ Suppliers/ but also instils a sense of responsibility among the Contractors/ NGOs/ Others? designated persons for making timely and adequate The Company has formulated Shoppers Stop Unified disclosures. Code of Conduct, to conduct the business in an ethical 2. How many stakeholder complaints have been manner as well as to create a work environment received in the past financial year and what that is conducive to all stakeholders. It outlines the percentage was satisfactorily resolved by the principles and policies of business integrity, Company management? If so, provide details thereof, in about assets & financial integrity and workplace integrity 50 words or so. which governs the activities of the Company.
74 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 75 from small & medium scale enterprises. The enterprises. medium scale small & from certainwear ladies Indian procures Company employment who provide suppliers from products embroidery stitching, local communities, like to our them to also invite We and certain works. trim them give summit to for Progress annual Partnership in different taken initiatives new various to exposure with our future and align them of retailing areas plans. growth of what is the percentage If yes products and waste? <5%, as (separately of products and waste recycling in about thereof, details provide >10%). Also, 5-10%, or so. 50 words are at its offices and stores generated the waste process. disposal waste managed as per the internal and for packaging reused are cartons warehouses At has The Company stores. to products transporting through dispose of e-waste in place to procedures vendors. authorised e-waste some part of its merchandise procures The Company a mechanism to recycle have Does the Company 5. of business of the Company, the nature Considering Principle 3: Well-being of employees 3: Well-being Principle and a healthy create to constantly strives The Company The for all its associates. environment nurturing work for policies and practices various has framed Company a and provides of its associates well-being the overall discrimination and any from that is free environment work and enhances equal health & safety promotes harassment, development People opportunities for men & women. in the Company. emphasis be a key continues to is Engagement Survey the Annual Employee year Every engagement for understanding the overall conducted finding out what motivates in the organisation, levels different across vary these factors and how associates has been The survey populations in the organisation. in the right together – Navigating named ‘COMPASS the inputs of valuable how convey to in order direction’ in planning our people priorities and are our associates an saw the Company under review, the year actions. For of 87% and engagement score participation rate excellent higher scored have 77%. We was level at organisation than the industry bench mark of 72%. kind of sexual against any stands strong The Company are the employees basis and on a regular harassment complaint contacts and the different to write to asked just action Harassment), of Sexual POSH (Prevention of the case. Irrespective review post detailed is taken in the share that we or the culture of the geography the employees encourages the Company Company, being during times of emergency, be safeguarded to situations. POSH adverse any to and defensive preventive across has been conducted & Urban Defense Training for all the programme Annual training the organisation. to members of the POSH has been conducted committee the members with the best practices. update water) has been achieved since the previous year? since the previous has been achieved water) not applicable to said questions are the Company the Company. distribution achieved since the previous year year since the previous distribution achieved chain? the value throughout sustainable sourcing (including transportation)? sustainable the sold by of products for sustainable sourcing selecting vendors for processes have We Company. and on their capabilities, machinery standards quality do have this we and above Over workmanship. also We in quality. consistency ensure to procedures mechanism called feedback tracking an effective have PSI. and services local & small producers, including from If yes, communities surrounding their place of work? their capacity to improve been taken have what steps and capability of local and small vendors? has incorporated social or environmental concerns, social or environmental has incorporated opportunities. and/or risks and non-apparels, apparels of branded retailing or products does not deal with any the Company social or services whose design has incorporated opportunities. and/or concerns, risks environmental self-degradable on organic, with an emphasis However, Brand one of the Company’s products, and recyclable earth, a brand to like Back houses brands – HomeStop and earth friendly products. with natural raw water, use (energy, in respect of resource (optional): per unit of product material etc.) procedure is putting in place robust Company The 4. goods procure to steps any taken Has the Company of business of the Considering the nature in place for procedures have Does the Company 3. consumers (energy, by during usage Reduction (b) is business in the Company Since majority of the production/ during sourcing/ Reduction 2. details the following each such product, provide For (a) Principle 2: Product Responsibility 2: Product Principle sell”. for what we responsible are “We Stop Shoppers At and the brands from directly our products source We suppliers. designated the from Brands, Private our own in for the Customers Policy, has a Return The Company with the is dissatisfied the Customer scenarios where reason. any for product 1. or services products design whose your up to 3 of List The Company has in place different mechanisms for mechanisms for has in place different The Company different complaints from and dealing with receiving employees customers, viz. shareholders, stakeholder’s the to respond to resources dedicated are There etc. were There a time bound manner. complaints within shareholders from received 4 complaints/grievances been resolved which have review, under during the year received were No complaints, concerns satisfactorily. of the policy whistle blower under the the Company by Company. Annual Sports day is organised at the registered office – this can be seen at the Tata Mumbai Marathon. Around aiming to break the monotony of work, promote sports, 40 associates from the registered office take part in the and most importantly, bringing the entire office together annual event every year. to enjoy their day with each other. At store level/area level The Company organises various assessments/training also annual sports day is organised each year. We also have sessions in-house on a regular basis and also sponsors an official cricket team which is sponsored by Shoppers its employees to attend training sessions organised by Stop and they take part in the corporate cricket league. external professional bodies to facilitate upgradation of We even have a ring football team at the registered office. skill of employees. The Company looks after the general Associates at Shoppers Stop are true sports enthusiasts wellbeing of the employees on a regular basis.
1 Total number of employees 7,480 2 Total number of employees hired on temporary/ 2,694 contractual/ casual basis 3 Number of permanent women employees 1,984 4 Number of permanent employees with disabilities 20 5 Do you have an employee association that is No recognised by management? 6 What percentage of your permanent employees are Not Applicable members of this recognised employee association? 7 No. of complaints relating to child labour, forced No. of complaints No. of complaints labour, involuntary labour, sexual harassment in the pending as Category received during last financial year and pending, as on the end of the on end of the the year financial year. financial year Child labour/forced N.A. N.A. labour/involuntary labour Sexual Harassment 9 0 Discriminatory 00 employment 8 What percentage of your under mentioned employees 75% were given safety & skill up-gradation training in the last year
Principle 4: Responsiveness to Stakeholders and strives to discharge its social responsibility as a corporate citizen. The brief details of CSR initiatives The Company has established adequate customer’s executed by the Company during the year under grievance redressal system, investor grievance redressal review are given in Annexure-III of the Directors’ system, and various other mechanisms to protect the Report. interest of its stakeholders. The Company discloses all relevant information about its products, business & Principle 5: Human Rights financial performance and other statutory information on its website and other media to ensure effective The Company firmly believes in upholding and promoting stakeholders engagement. human rights. It adheres to all statutes which embodies the principles of human rights such as prevention of child 1. Has the Company mapped its internal and external labour, woman empowerment etc. The values relating stakeholders? Yes/No respecting and promoting human rights are articulated in Yes. The Company has mapped its internal and its Unified Code of Conduct. external stakeholders, the major/key categories 1. Does the policy of the Company on human rights viz. shareholders, Central and State Governments/ cover only the Company or extend to the Group/ regulatory authorities, customers, employees, Joint Ventures/ Suppliers/ Contractors/ NGOs/ vendors, suppliers, media, financial institutions/ Others? banks, service providers, society at large. The Company’s Unified Code of Conduct covers its 2. Out of the above, has the Company identified employees and others who represents the Company the disadvantaged, vulnerable & marginalised or act on behalf of the Company. stakeholders. Are there any special initiatives taken by the Company to engage with the disadvantaged, 2. How many stakeholder complaints have been vulnerable and marginalized stakeholders. If so, received in the past financial year and what percent provide details thereof, in about 50 words or so. was satisfactorily resolved by the management? Yes. Your Company recognises the vital role played The Company has not received any complaints by the Society at large in its growth and development relating to human rights during the year.
76 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 77 Green, which discuss environmental issues among issues among discuss environmental which Green, in above been described have Initiatives employees. principle 6 Y/N risks? environmental details provide Mechanism? If so, Development whether if yes, Also, or so. in about 50 words thereof, is filed? compliance report environmental any of Retail. renewable energy efficiency, on – clean technology, for web hyperlink please give If yes, Y/N. etc. energy, page etc. given are under review during the year conservation The same is Report. - VII of the Directors’ in Annexure of the Company. on the website also available CPCB/ SPCB by within the permissible limits given being reported? for the financial year of Retail. to resolved not CPCB/ SPCB which are pending (i.e. as on end of Financial Year. satisfaction) or association? If Yes, Name only those major ones Name only those major ones or association? If Yes, business deals with: that your Association its membership with Retailers through of India (RAI). It also holds memberships of other Clothing Manufactures industry associations like of Indian of India (CMAI), Confederation Association of Indian Chambers of Industry (CII) and Federation the & Industry (FICCI). Internationally, Commerce of Group is a member of Intercontinental Company (IGDS). Department Stores with all RAI works organisation, profit stakeholders for the growth the right environment for creating encourage, industry in India. They of modern retail modernise to and support retailers facilitate develop, that will delight customers. and adopt best practices in India and works for retailing advocate RAI is a strong and stakeholders. of government with all levels leading the support to providing worldwide, Stores Shoppers Stop in the world. Departmental Stores of Think website intranet has in-house The Company identify and assess potential the Company Does 3. Yes. 4. related to Clean project any have Company Does the is in the business Not applicable, since the Company 5. other initiatives any undertaken Has the Company energy towards the Company by taken The initiatives 6. the Company by generated Are the Emissions/Waste is in the business since the Company Not applicable, 7. from cause/ legal notices received Number of show Applicable Not Principle 7: Public Policy Advocacy 7: Public Policy Principle 1. and chamber trade a member of any Company Is your its policy positions conveys generally The Company A not for in India. of retailers voice RAI is the unified for Department Association IGDS is the largest at Andheri - Mumbai at Andheri - Mumbai which help in increasing which help in increasing for HVAC units are installed units are for HVAC The Company conducts and The Company being done at Begumpet – being done at Begumpet fittings/fixtures from stores that stores from fittings/fixtures was used to Fitout an entire an entire Fitout used to was has been introduced in many Stores Stores in many has been introduced encourages its associates to dispose of Electronic dispose of Electronic to its associates encourages manner. in a responsible waste Group/ Joint Ventures/ the to or extends Company NGOs/others. Suppliers/ Contractors/ in and contractors all its business units, employees to the business of the Company. service to issues such as climate address global environmental please give If yes, Y/N. etc.? change, global warming, etc. for webpage hyperlink framework being used in fit-outs instead of wood of wood being used in fit-outs instead framework framework. drive: collection E-waste Re-Use & Re-Cycle & Re-Cycle Re-Use locations at new been closed and redeployed have minor refurbishment. after Engineered wood which has brought down lighting load by up to 40%. up to lighting load by down which has brought in Chillers Eco-Additives their power units while lowering efficiency of HVAC consumption. Rainwater Harvesting from is sourced at BIG Mall Thane. This wood store in a sustainable manner. grown man-made forests Variable frequency Drives Variable LED Lighting for is reused water and recycled store Hyderabad flushing and domestic usage. Solar Energy Panels are installed are Solar Energy Panels capacity. of 30 Kw store efficiency of which help in increasing stores in many consumption. power their while lowering units HVAC
such as GI & Aluminum material recyclable Eco-friendly
Principle 6: Environmental Responsibility 6: Environmental Principle most efficient, in the use energy to strives The Company manner. responsible and environmentally cost-effective on is built Policy’ Management ‘Energy Stop’s Shoppers i.e., REDUCE, REUSE & RECYCLE. of the 3 R’s the tenets performance, maximise energy to seeks The Company shareholder and increase expenses operating reduce energy managing and responsibly actively by value commitment to demonstrate also try to consumption. We reducing by leadership in our industry, our community and use. with energy impacts associated environmental such as: initiatives energy many has taken The Company Due to its efforts, the Company has managed to save save has managed to its efforts, the Company Due to carbon emission by and reduce lacs units of power 28.26 in FY 2017-18. 2,207 tonnes with The Excellence has been honoured The Company Today Bureaucracy from reduction in Energy Award Magazine, amongst 100 companies applying for various categories. 1. only the 6 cover Does the policy related to Principle Management policy extends Energy The Company’s to initiatives strategies/ have Does the Company 2. is the only Indian member of IGDS along with other greener tomorrow. Information about saving fuel by International Department Stores from all over the switching off engines, ill effects of honking, pollution world. etc. was spread with help of banners and direct communication with public by our associates. 2. Have you advocated/lobbied through above associations for the advancement or improvement of On Company’s foundation day, we have organized public good? Yes/No; if yes specify the broad areas a nationwide blood donation camp covering all the (drop box: Governance and Administration, Economic stores across the chain. We have named the event Reforms, Inclusive Development Policies, Energy as “Ayushman ho”. We received an amazing response security, Water, Food Security, Sustainable Business from our associates across 83 stores and collected Principles, Others) 2,707 samples of blood resulting in saving 8,121 lives. The Company has been actively participating in For reducing wastage of fashion merchandise by various seminars, conferences and other forums on upcycling and recycling merchandise, we have issues and policy matters that impact the interest of partnered with GOONJ to collect and donate winter its stakeholders. Although, the Company is member wear. of the associations, it has not advocated/lobbied in A number of CSR activities are regularly conducted above cases. across India, including monetary/non-monetary contribution, volunteering, supporting schools etc. Principle 8: Inclusive Growth and Equitable Development. 1. Does the Company have specified programmes/ Corporate Social Responsibility (CSR) is a strategy of a initiatives/ projects in pursuit of the policy related to Company to integrate social, environmental and economic Principle 8? If yes details thereof. concerns in its values and operations to improve the welfare of society and stakeholders. The Company’s The Company has identified “Skilling the disabled” and philosophy on CSR is not merely donating money for a “Inclusiveness of Persons with Disabilities” as one of cause but actively engage the work force in developing its core objective. The project has been implemented best working practices through which we help in building a through PANKH – Wings of Destiny - an initiative by better community and also by encouraging our associates Trust for Retailers & Retail Associates of India. to take part in voluntary activities and develop firm roots The initiative aims to train people with disabilities in business as well as in the society. and provide them employment opportunities in retail industry. The brief of its impact can be seen from Our CSR Programme SPARKs executed significant statistics that 62% of such PWDs have been gainfully initiatives in 2017-18: employed. Skilling differently abled is an initiative aimed at 2. Are the programmes/ projects undertaken through increasing social inclusiveness by equipping the in-house team/ own foundation/external NGO/ differently abled with relevant skills to make them government structures/ any other organization? readily employable and self-reliant. With the help of Implementing Agency, the Company has invested ` The Company’s CSR projects are implemented 64 lacs in skilling 528 PWDs in the year under review, through internal team as well as in partnership out of which 72% have been successfully employed. with Non-Governmental Organisations (NGOs). The Company has recruited 20 such associates at Various training & development initiatives are also Shoppers Stop this year. Sign Language certification implemented through internal team as well as with programme is introduced for effective communication the subject matter experts. with the associates of differently abled. This training 3. Have you done any impact assessment of your enabled our supervisory staff to communicate with initiative? specially abled associates in the stores and make the latter feel more comfortable and included. 44 stores Periodic review is undertaken on the CSR initiative. have been covered so far. The various initiatives Any new initiatives are placed at the CSR Committee have been taken and having the vision to create an meetings for their review and assessment. The environment conducive for the physically challenged response and retention has been very high for these to overcome their disabilities. trainees under this initiative. Under the Go Green initiative, the Company has 4. What is your Company’s direct contribution to worked on reducing energy consumption, carbon community development projects - Amount in INR emission, created sustainable energy sourcing and the details of the projects undertaken? and harvested rainwater savings. Three Pet bottle An amount of ` 84 lacs was spent towards CSR recycling machines have been installed with an initiatives during the financial year 2017-18. The details investment of ` 20 lacs. We also conducted a drives thereof are given in Annexure-III of the Directors’ in Delhi, Gurugram, Chandigarh and Punjab region Report. to increase awareness on ecological well being &
78 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 79 experience with an assortment with of the leading experience national brands. and international as on the end of financial year. cases are pending no are there 31, 2018, on March As the Company. 6 ongoing are and there complaint pending customer consumer cases. what is mandated above and label, over the product (additional N.A./ Remarks Yes/No/ as per local laws? information) law. lables as per the information on product practices, trade unfair regarding the Company anti-competitive and/or irresponsible advertising and pending as on years five the last during behavior thereof. details provide If so, end of financial year. and/or advertising irresponsible practices, trade dissatisfied However, behavior. anticompetitive file their cases generally of the Company customers deficiency forums for alleged in consumer protection in the the Company, of service by level in expected the Company normal course of business, which defends appropriately. trends? consumer satisfaction means formal and informal periodically through and levels access the consumer satisfaction to trends. consumer’s g) Shoppersstop.com offers a remarkable shopping shopping offers a remarkable Shoppersstop.com g) 1. complaints/consumer What percentage of customer is of utmost important for Satisfaction Customer 2. on information product display Does the Company requisite all the displays The Company Yes. against stakeholder 3. any case filed by Is there any unfair to no cases pending in relation are There 4. consumer survey/ carry out any Company Did your conducted are Surveys Consumer Satisfaction Yes. or in store to get the same experience in terms of in terms the same experience get to or in store price & service. merchandise, bring a deep fashion to patterns colours, fabrics, Kids, Fashion Men, Women, selection wide across and Home categories. Accessories and carry brand the brands from directly sourced and genuineness certificate. warranty online as well. purchased Shoppers Programme. Personal development initiative is successfully adopted by the by is successfully adopted initiative development Please explain. community? community participation, does focus on Company and community development. empowerment Principle 9: Engagement with Customers. 9: Engagement Principle responsible are a policy that is – “We follows The Company the “BEST” provide to strives sell” and always for what we best and services and adopt of products in terms value global matching thereby for stakeholders, processes create aims to of performance. The Company standards for the and enjoyable which is unique an environment customer. WHY SHOP WITH SHOPPERS STOP shop online Whether & Anywhere: Shop Anytime a) b) trends, the best brands, collections from curate We c) store. at any & Exchange Return are All our products 100% Original Guaranteed: d) e) and for products store at any alteration offer free We f) our personalised shopping assistance through Get 5. that this community to ensure steps taken you Have the by undertaken the CSR initiative Yes, INDEPENDENT AUDITORS’ CERTIFICATE
INDEPENDENT AUDITOR’S REPORT ON COMPLIANCE 6. We have complied with the relevant applicable WITH THE CONDITIONS OF CORPORATE requirements of the Standard on Quality Control GOVERNANCE AS PER PROVISIONS OF CHAPTER (SQC) 1, Quality Control for Firms that Perform Audits IV OF SECURITIES AND EXCHANGE BOARD OF and Reviews of Historical Financial Information, and INDIA (LISTING OBLIGATIONS AND DISCLOSURE Other Assurance and Related Services Engagements. REQUIREMENTS) REGULATIONS, 2015 7. The procedures selected depend on the auditor’s To, judgement, including the assessment of the risks associated in compliance of the Corporate Governance The Members of Shoppers Stop Limited Report with the applicable criteria. Summary of key 1. The Corporate Governance Report prepared by procedures performed include: Shoppers Stop Limited (hereinafter the “Company”), i. Reading and understanding of the information contains details as required by the provisions of prepared by the Company and included in its Chapter IV of Securities and Exchange Board of India Corporate Governance Report; (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“the Listing ii. Obtained and verified that the composition of Regulations”) (‘Applicable criteria’) with respect to the Board of Directors w.r.t executive and non- Corporate Governance for the year ended March 31, executive directors has been met throughout the 2018. This report is required by the Company for reporting period; annual submission to the Stock exchange and to be iii. Obtained and read the Directors Register as on sent to the Shareholders of the Company. March 31, 2018 and verified that at least one women director was on the Board during the year; Management’s Responsibility iv. Obtained and read the minutes of the following 2. The preparation of the Corporate Governance Report meetings held between May 5, 2017 to is the responsibility of the Management of the January 31, 2018: Company including the preparation and maintenance of all relevant supporting records and documents. (a) Board of Directors meeting; This responsibility also includes the design, (b) Audit committee; implementation and maintenance of internal control relevant to the preparation and presentation of the (c) Annual General meeting; Corporate Governance Report. (d) Extraordinary General Meeting: 3. The Management along with the Board of Directors (e) Nomination and remuneration and Corporate are also responsible for ensuring that the Company Governance committee; complies with the conditions of Corporate Governance as stipulated in the Listing Regulations, issued by the (f) Stakeholders Relationship Committee; Securities and Exchange Board of India. v. Obtained necessary representations and declarations from Directors of the Company Auditor’s Responsibility including the Independent Directors ; and 4. Pursuant to the requirements of the Listing vi. Performed necessary inquiries with the Regulations, our responsibility is to express a management and also obtained necessary reasonable assurance in the form of an opinion specific representations from management. whether the Company has complied with the specific requirements of the Listing Regulations referred to in The above-mentioned procedures include examining paragraph 3 above. evidence supporting the particulars in the Corporate Governance Report on a test basis. Further, our 5. We conducted our examination of the Corporate scope of work under this report did not involve us Governance Report in accordance with the Guidance performing audit tests for the purposes of expressing Note on Reports or Certificates for Special Purposes an opinion on the fairness or accuracy of any of the and the Guidance Note on Certification of Corporate financial information or the financial statements of Governance, both issued by the Institute of Chartered the Company taken as a whole. Accountants of India (“ICAI”). The Guidance Note on Reports or Certificates for Special Purposes requires Opinion that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered 8. Based on the procedures performed by us as referred Accountants of India. in paragraph 7 above, and according to the information
80 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 81 Partner per Vijay Maniar per Vijay For S R B C & CO LLP For Chartered Accountants Chartered Membership Number: 36738 ICAI Firm Registration Number: 324982E/E300003 ICAI Firm Registration members of the Company solely for the purpose of members of the Company its obligations under the comply with enabling it to with compliance to with reference Listing Regulations Governance of Corporate regulations the relevant other person or for any used by and should not be do not accept we other purpose. Accordingly, any or for any duty of care liability or any or assume any whom it is other party to any to other purpose or come without our whose hands it may or into shown no responsibility have prior consent in writing. We and circumstances for events this report update to of this report. the date occurring after 10. This report is addressed to and provided to the to and provided to is addressed report This 10. and explanations given to us, we are of the opinion of are us, we to given and explanations with the conditions has complied that the Company in the as stipulated Governance of Corporate ended as applicable for the year Listing Regulations, 31, 2018. March or nor the efficiency viability of the Company with which the management has effectiveness of the Company. the affairs conducted Place of Signature: Mumbai Place of Signature: 2018 April 27, Date: Other matters and Restriction on Use Restriction Other matters and 9. the future as to an assurance is neither This report CORPORATE GOVERNANCE REPORT
COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE half of the total number of Directors. The composition of the Board of Directors of the Company is in compliance The Company remains committed to the concept of with Regulation 17(1) of the SEBI (Listing Obligations and good corporate governance practices in all its activities to Disclosure Requirements) Regulations, 2015 (hereinafter ensure that the ultimate goal of making the Company a referred to as ‘Listing Regulations’). The Independent value driven organisation. Its philosophy on the code of Directors on the Board are professionals, who are senior, Corporate Governance is: competent and highly respected persons from their To ensure adequate control systems to enable respective fields and provide strategic direction and thrust the Board to efficiently conduct the business and to the operation(s) of the Company. discharge its responsibilities towards shareholders. The key decisions are taken after detailed deliberations To ensure that the decision-making process is fair and and discussions by the Board. The Company always transparent. ensures that Board members are presented with all the relevant information on vital matters affecting the To ensure fullest involvement and commitment of the working of the Company including the information as, management for maximisation of shareholders value. inter-alia, specified in Part A of Schedule II of Regulation To imbibe the corporate values in the employees and 17(7) of the Listing Regulations. The Board of Directors of encourage them in their conduct. the Company on a quarterly basis, reviews the compliance reports pertaining to laws applicable to the Company. To ensure that the Company follows the globally recognised corporate governance practices. The Company has in place the succession plan for the Board of Directors and senior management of the We have made conscious efforts to institutionalise Company. Corporate Governance practice and we believe that it shall go beyond adherence to the regulatory framework. None of the Directors on the Board are serving as Our corporate structure, business and disclosure an Independent Director in more than seven listed practices have been aligned to our Corporate Governance companies. Further there are no directors on the Board Philosophy. We will continuously endeavour to take of the Company, who is serving as a whole-time director forward the best practices to enhance stakeholder’s value. with any other listed Company. None of the Directors on the Board is a Member in more BOARD OF DIRECTORS than ten committees and chairman of more than five The Company maintains optimum combination of committees, across all the companies in which they are Executive and Non-Executive Directors on the Board of Directors. the Company. The Board of Directors comprises of Ten The composition of the Board of Directors, their (10) members viz. one (1) Executive Director and nine attendance at Board Meetings during the year and at the (9) Non-Executive directors including one (1) woman last Annual General Meeting (AGM) and the number of director. The Company has a non-executive promoter other Directorships and Committee Memberships held by Chairman and the number of independent directors is one them in other Companies are given below:
Attendance No. of other Directorships & particulars Committee Memberships/Chairmanships Name of Directors Category Board Committee Committee Last AGM Directorships1 Meetings Membership1&2 Chairmanship1&2 Mr. Chandru L. Raheja Promoter & 7 Yes 1 1 0 (Chairman) Non-Executive Director Mr. Ravi C. Raheja Promoter & 6 Yes 3 3 0 Non-Executive Director Mr. Neel C. Raheja Promoter & 7 Yes 4 0 0 Non-Executive Director Prof. Nitin Sanghavi Independent & 7 Yes 0 0 0 Non-Executive Director Mr. Deepak Ghaisas Independent & 5 Yes 3 1 0 Non-Executive Director
82 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 83 1&2 Committee Committee Chairmanship 1&2 Committee Committee Membership , cover the Company’s strategy, strategy, the Company’s , cover 1 No. of other Directorships & of other Directorships No. inter-alia Committee Memberships/Chairmanships Committee PERFORMANCE EVALUATION for evaluating a process adopted the Board During the year, as that of its as well its performance and effectiveness carried out was The exercise and directors. committees various covering questionnaire a structured through strategy composition and quality, aspects, such as Board with the management, and risk management, relation a separate Further, and procedures. meetings board the performance of evaluate to carried out was exercise based on their participation at Board individual Directors, and contribution therein. meetings & Committee FAMILIARISATION PROGRAMME FOR INDEPENDENT FAMILIARISATION DIRECTORS for Independent programme is a familiarisation There other Non-Executive to which also extends Directors them with the Company, familiarise It aims to Directors. & business model, processes industry, of the retail nature roles, them on the update to and also seeks policies, etc., Companies rights and duties under the responsibilities, 2013 and other statutes. Act, the Board made to regularly are The Presentations Nomination and Committee/ Audit of Directors/ on Committee Governance & Corporate Remuneration with interact Directors where matters, related various These members of the Company. Management Committee Presentations, finance, products, markets, business model, operations, financial performance, risk management framework, arise as may and such other area process & control budget time. time to from on been posted have of the said programme The details link: https://corporate. at web website the Company’s shoppersstop.com/Investors/Training.aspx Last AGMLast Directorships particulars 11 Yes Yes 1 1 0 0 1 0 5No5 4 0 2 Yes 0 0 0 Attendance Attendance Board Board Meetings Non-Executive Director Non-Executive Non-Executive Director Non-Executive Independent & Director Non-Executive Director Non-Executive DirectorNon-Executive DirectorExecutive 7 Yes 7 Yes 2 5 2 0 0 1 Memberships of committees held in foreign in foreign held Memberships of committees companies and companies limited companies, private 2013 are u/s 8 of the Companies Act, incorporated excluded. Committee Relationship and Stakeholders Committee considered. alone are to is related No other Director Chandru L. Raheja. Mr. of the Company. other Director any the from down stepped of the Company Director 26, 2017. October w.e.f. of the Company Directorship Mr. Gareth Thomas* Gareth Mr. & Independent Ms. Abanti Sankaranarayanan Chokhani Manish Mr. Independent & B. S. Nagesh Mr. (Vice Chairman) Shrikhande Govind Mr. (Managing Director) Mr. Nirvik SinghMr. Independent & Name of Directors Category SEPARATE MEETING OF THE INDEPENDENT SEPARATE DIRECTORS 2013 and Listing under the Companies Act, stipulated As of the Independent meeting a separate Regulations, held, without the was of the Company Directors and members of Non-Independent Directors attendance of the management of the Company. Notes: and Chairmanships/ The other Directorships 1. 2. The Chairmanship and Membership of Audit of Audit The Chairmanship and Membership 2. 3. sons of are Neel C. Raheja and Mr. C. Raheja Ravi Mr. & Non-Executive Thomas, Independent Gareth Mr. 4. met of Directors the Board under review, During the year 2017; September July 28, 5, 2017; on May times i.e. seven December 26, 2017; 5, 2017; October 23, 2017; October The maximum interval January 31, 2018. 2017 and 19, during this period did not Meetings two any between of as per provisions days and twenty one hundred exceed 2013 and Listing Regulations. Companies Act, for the ensuing financial Meetings for the Board Dates to and communicated in advance decided well are year the Directors. REMUNERATION OF DIRECTORS Compensation paid/payable to Non-Executive Directors during the year is as under:
Name of Non-Executive Directors Commission ( ` ) *Sitting Fees ( ` ) Total (`) Mr. Chandru L. Raheja - 350,000 350,000 Mr. Ravi C. Raheja - 460,000 460,000 Mr. Neel C. Raheja - 350,000 350,000 Prof. Nitin Sanghavi 300,000 510,000 810,000 Mr. Deepak Ghaisas 600,000 370,000 970,000 Mr. Nirvik Singh 300,000 50,000 350,000 Ms. Abanti Sankaranarayanan 300,000 50,000 350,000 Mr. Manish Chokhani 300,000 370,000 670,000 Mr. Gareth Thomas# - 100,000 100,000 Mr. B. S. Nagesh 300,000 350,000 650,000 Total 21,00,000 2,960,000 5,060,000 * The sitting fees for attending each Board Meeting and Audit Comittee meeting is ` 50,000/- and ` 40,000/-, respectively. # An amount of ` 75,000/- is paid to Mr. Gareth Thomas, for providing training and advisory services to the senior management of the Company.
CRITERIA FOR PAYMENT OF COMMISSION TO NON- collective performance and not individual performance. EXECUTIVE DIRECTORS However, the Chairman of Audit Committee would be paid an additional amount as commission for the year under The Nomination and Remuneration & Corporate review. It was also decided that for members who are Governance Committee and the Board of Directors had using their intellectual capabilities and putting additional decided that the criteria for payment of commission time and resources with the Management of the Company to Non-Executive Directors would be on the basis of will be compensated with additional Commission.
REMUNERATION PAID TO MR. GOVIND SHRIKHANDE, MANAGING DIRECTOR Amount in ` Salary* Perquisites Contribution to Fund Total 47,763,580 307,640 1,844,712 49,915,932 * Includes Long-Term Incentive of ` 6,909,032/-. Such incentive is linked to the performance of the Company and of the Managing Director and is based on various qualitative and quantitative performance criterion.
ESOPS Details of stock options held by Mr. Govind Shrikhande, Managing Director under the ESOP Scheme 2008 are as under. Scheme Date of Grant Options Granted Options vested Grant price per Vesting period Exercise Period and exercised equity share (` ) ESOP 2008 - 5 28.08.13 13,650 13,650 344 3 Years 4 years ESOP 2008 - 6 29.04.14 9,200 2,760 362 3 Years 4 years
SERVICE CONTRACT, SEVERANCE FEES AND NOTICE of the Committee is in compliance with Regulation 18(1) PERIOD: of the Listing Regulations and the Companies Act, 2013. The Audit Committee invites such of the executives, as Mr. Govind Shrikhande was re-appointed as a Managing it considers appropriate to be present at the meetings of Director of the Company for a period of 3 years w.e.f. the Committee. The Managing Director, Chief Executive July 29, 2016. There is no separate provision for payment Officer, Chief Financial Officer, Invitees of the Management of any severance fees. There is a notice period of three Committee of the Company, representatives of the months from either side. Internal Auditors and Statutory Auditors are also present at the Audit Committee Meetings. AUDIT COMMITTEE During the year under review, the Committee met four The Company has constituted an Audit Committee in times i.e. on May 4, 2017; July 27, 2017; October 25, 2017 the year 2001. The role, powers and functions of the and January 31, 2018, wherein which the requisite quorum Committee is in accordance with the Listing Regulations as prescribed under the Listing Regulations was present. and Section 177 of the Companies Act, 2013. The Composition of the Audit Committee and the The Audit Committee comprises of four Non-Executive attendance of the members at the meetings held are as Directors, of which atleast two-third are Independent follows: Directors. The members of the Committee possess sound knowledge of finance & accounts. The composition
84 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 85 (public issue, rights issue, preferential issue, etc.), issue, etc.), preferential rights issue, (public issue, other for purposes of funds utilised the statement document/ prospectus/ in the offer stated than those the monitoring by submitted the report notice and of utilisation of proceeds the agency monitoring issue, and making appropriate a public or rights in up steps take to the Board to recommendations this matter; process; of audit performance, and effectiveness parties; with related of the Company transactions it is necessary; wherever management systems; adequacy of the internal auditors, & internal statutory systems; control audit of the internal including the structure if any, department, staffing and seniority of the official coverage structure heading the department, reporting audit; of internal and frequency on; up there findings and follow is there where matters into auditors the internal by of internal or a failure or irregularity fraud suspected the and reporting nature of a material systems control the Board; to matter of audit as and scope commences, about the nature of area ascertain any as post-audit discussion to well concern; holders, debenture the depositors, to the payment of declared (in case of non-payment shareholders dividends) and creditors; mechanism; other person heading or any time Finance Director that function) the finance function or discharging and assessing the qualifications, experience after of the candidate; etc. background, of reference and is mentioned in the terms the Board Committee. of the Audit 7. 7. and independence the auditor’s and monitor Review modification of subsequent any or Approval 8. 9. loans and investments; of inter-corporate Scrutiny of the Company, of undertakings or assets Valuation 10. and risk financial controls of internal Evaluation 11. with the management, performance of Reviewing 12. audit function, the adequacy of internal Reviewing 13. significant of any auditors with internal Discussion 14. investigations internal of any the findings Reviewing 15. the audit before auditors with statutory Discussion 16. in for substantial defaults the reasons look into To 17. of the Whistle Blower the functioning review To 18. of appointment of CFO (i.e., the whole- Approval 19. be decided by other function as may Carrying out any 20. 3 3 4 4 No. of No. attended meetings meetings Director Director Director Director , are as under: , are Member Independent Member Independent Chairman Independent Member Non-Independent inter-alia Responsibility Statement to be included in the be included in to Statement Responsibility of sub-section of clause (c) in terms report Board’s 2013. 3 of Section 134 of the Companies Act, the same. for and reasons practices by of judgement based on the exercise management. arising out of audit findings. statements financial statements. to relating requirements financial statements before submission to the board the board to submission before financial statements for approval; an issue through uses/application of funds raised process and the disclosure of its financial information of its financial information and the disclosure process is correct, that the financial statement ensure to sufficient and credible; and statutory i.e. of appointment of auditors terms of the Company; auditor internal by other services rendered for any auditor Internal them; before thereon report and auditors statements with particular for approval, the board submission to to: reference Prof. Nitin Prof. Sanghavi Manish Mr. Chokhani Mr. Ravi C. Ravi Mr. Raheja Mr. Deepak Mr. Ghaisas Name of Member Status Category 6. of with the management, the statement Reviewing, Mr. Bharat Sanghavi, Company Secretary of the Company of the Company Secretary Company Sanghavi, Bharat Mr. the Committee. to acts as the Secretary of the Audit of reference of terms The brief description Committee, in accounting policies and Changes, if any, (b) estimates entries involving Major accounting (c) Significant adjustments made in the financial (d) other legal Compliance with listing and (e) (f) party transactions. related of any Disclosure the quarterly with the management, Reviewing, (g) audit report. 5. Qualifications in the draft 1. Oversight of the Company’s financial reporting financial reporting of the Company’s Oversight 1. 2. and for appointment, remuneration Recommendation and Statutory i.e. auditors 3. to of payment Approval 4. the annual financial with the management, Reviewing, included in the Directors’ be to required Matters (a) NOMINATION, REMUNERATION & CORPORATE short and long-term performance objectives GOVERNANCE COMMITTEE appropriate to the working of the Company and its goals. The Company has constituted a Nomination, Remuneration & Corporate Governance Committee in 2. Formulation of criteria for evaluation of every the year 2001. The role of the committee is in accordance Director’s performance. with Part D of Schedule II of Regulation 19(4) of the Listing 3. Devising a policy on Board’s diversity. Regulations and Section 178 of the Companies Act, 2013. 4. Identifying persons who are qualified to become The Nomination, Remuneration & Corporate Governance directors and who may be appointed in senior Committee comprises of three Non-Executive Directors, of management in accordance with the criteria laid down which more than fifty percent are Independent Directors. and recommend to the Board their appointment and The composition of the Committee is in compliance with removal. Regulation 19(1) of the Listing Regulations and Section 178 of the Companies Act, 2013. 5. To determine and recommend to the Board of Directors of the Company for payment of remuneration to During the year under review, the Committee met five executive directors, sitting fees and commission to times i.e. on May 5, 2017; July 28, 2017; October 26, 2017; Non-Executive Directors of the Company. December 19, 2017 and January 31, 2018. 6. Allotment of equity shares of the Company on The composition of Nomination, Remuneration & account of exercise of vested Employee Stock Option Corporate Governance Committee and the attendance of Schemes (ESOPs) from time to time. its members at the meetings held are as follows:
No. of REMUNERATION POLICY Name of Member Status Category meetings The Board of Directors has on the recommendation of the attended Nomination and Remuneration & Corporate Governance Mr. Nirvik Singh Chairman Independent 1 Committee framed a policy for selection and appointment Director of Directors, Senior Management and their remuneration. Prof. Nitin Sanghavi Member Independent 5 The said policy is provided in Annual Report. Director Mr. Neel C. Raheja Member Non-Independent 5 STAKEHOLDERS RELATIONSHIP COMMITTEE Director The Company has constituted a Stakeholders Relationship Committee in the year 2004. The role, powers and Mr. BVM Rao, Head – Human Resources of the Company functions of the committee is in accordance with Part acts as the Secretary to the Committee. D of Schedule II of Regulation 20(4) of the Listing The broad terms of reference of the Nomination, Regulations and Section 178 of the Companies Act, 2013. Remuneration & Corporate Governance Committee, The composition of the Committee is in compliance inter-alia, are as under: with Regulation 20 of the Listing Regulations and the Companies Act, 2013. 1. Formulation of the criteria for determining qualifications, positive attributes and independence During the year, the Committee met two times i.e. on of a director and recommend to the Board a December 19, 2017 and January 31, 2018. policy, relating to the appointment, removal and The composition of Stakeholders Relationship Committee remuneration of the directors, key managerial and the attendance of its members at the meetings are as personnel and senior management i.e. one level follows: below the Board which includes functional heads of the Company. No. of In formulating the aforesaid policy, following needs to Name of Member Status Category meetings be considered: attended Mr. Ravi C. Raheja Chairman Non-Independent 2 (a) The level and composition of remuneration is Director reasonable and sufficient to attract, retain and Mr. Neel C. Raheja Member Non-Independent 2 motivate directors of the quality required to run Director the Company successfully; Mr. B. S. Nagesh Member Non-Independent 2 (b) Relationship of remuneration to performance Director is clear and meets appropriate performance Mr. Bharat Sanghavi, Company Secretary is the Compliance benchmarks; and Officer of the Company. (c) Remuneration to directors, key managerial The broad terms of reference of the Stakeholders personnel and senior management involves a Relationship Committee, inter-alia, are as under: balance between fixed and incentive pay reflecting
86 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 87 polled % of total % of total valid votes votes valid 1,135 crores (Rupees (Rupees 1,135 crores ` and/or and/or No. of Votes No. National Stock Exchange of India Ltd., of India Ltd., Exchange National Stock at situated R. H. Patil Plaza, Dr. Exchange Floor, Ground Auditorium, (E), Bandra Complex, Bandra-Kurla Mumbai - 400 051 Recreation Centre, RG-2, G-Block, G-Block, RG-2, Centre, Recreation (E), Bandra Complex, Bandra-Kurla Mumbai - 400 051 Recreation Centre, RG-2, G-Block, G-Block, RG-2, Centre, Recreation (E), Bandra Complex, Bandra-Kurla Mumbai - 400 051 Location time), whichever is higher. time), whichever appointed Mr. Soumitra Mujumdar, Practicing Practicing Mujumdar, Soumitra Mr. appointed as a Scrutiniser for Secretary, Company in process Ballot/e-voting conducting the Postal manner. and transparent a fair on the said p.m. 5.00 upto received and e-votes Envelopes/e- for scrutiny. considered were date not considered were this date after received votes for scrutiny. Office of the on June 15, 2017 at the Registered as follows: are of voting The details Company. (iii) acquire by way of subscription, purchase or of subscription, purchase way by (iii) acquire 186 of the Act (as may be amended from time to time to be amended from (as may 186 of the Act with a loan to any other body corporate or person other body corporate any with a loan to One Thousand One Hundred Thirty Five Crores), or or Crores), Thirty Five One Thousand One Hundred (ii) the maximum limits so prescribed under Section (ii) the maximum limits so prescribed upto (i) maximum amount of upto had of the Company of Directors The Board June 14, 2017 upto All postal ballot forms received announced Ballot were of the Postal The results otherwise, the securities of any other body corporate, other body corporate, otherwise, the securities of any Ballots Received No. of Postal of Postal No. During the year, the Company has received 4 (Four) (Four) 4 received has Company the year, During the and attended were which Communications/grievances, No Shareholders. of the the satisfaction to resolved end. at the year pending were grievances Ballot Postal for and Procedure Pattern Voting polled % of total % of total valid votes votes valid to Non-Convertible Debentures on private on private Debentures Non-Convertible to placement. the Company containing regulations in containing regulations the Company 2013. conformity with the Companies Act, Transactions under Clause 49 of the Listing Transactions Agreement. 3. To approve offer or invitation to subscribe to offer or invitation approve To 3. 2. To adopt new Articles of Association of Articles of Association adopt new To 2. 1. To approve Material Related Party Party Related Material approve To 1. No special resolution has been passed.No special resolution MCA Boundary Hall, First Floor, No special resolution has been passed.No special resolution MCA Boundary Hall, First Floor, Special Resolutions passed thereat No. of Votes No. In favour Against at 3:30 p.m. at 3:30 p.m. at 3:30 p.m. Date & Time Date 150 73,035,154 98.90 36 812,069 1.10 resolution authorising the Board of Directors of the of Directors authorising the Board resolution any guarantees or to provide security in connection security provide or to guarantees any Company or Committee thereof to (i) give any loans any (i) give to thereof Committee or Company to any person or other body corporate and/or (ii) give (ii) give and/or person or other body corporate any to Company through Postal Ballot on June 14, 2017 through Postal Company Transfer Agents of the Company and recommends recommends and of the Company Agents Transfer the quality of in improvement overall for measures services. investor No. of Postal of Postal No. Ballots Received 407.78/- to Amazon.com NV Investment Holdings LLC Holdings LLC NV Investment Amazon.com to 407.78/- 2014-2015 31, 2015 July 2015-2016 2016 July 29, 2016-2017 2017 July 28, AGM for AGM ended Financial Year of special way sought by of members was Approval POSTAL BALLOT POSTAL 2013 read per Section 110 of the Companies Act, As and 22 of the Companies (Management with Rule under review, 2014, during the year Rules, Administration) members passed by were special resolutions the following Ballot on June 14, 2017 and Postal through of the Company of the postal ballot process Details 13, 2017. November under: as are in these regard followed of the members Special resolution passed by 1. During the year under review, an Extra-ordinary General General an Extra-ordinary under review, During the year p.m. 2017 at 5.00 18, held on October was Meeting Centre, MCA Recreation at Boundary Hall, First Floor, (E), Bandra Complex, Bandra-Kurla G-Block, RG-2, of members of Mumbai - 400 051 for seeking approval for issuance of special resolution way by the Company at a price of of the Company equity shares of 43,95,925 ` placement basis. on private GENERAL BODY MEETINGS GENERAL BODY years: last three held during (AGM) Meetings of Annual General Details 1. grievances. of shareholders Redressal 2. and Share the performance of the Registrar Oversees 2. Special resolution passed by members of the Scrutiniser for conducting the voting through Postal Company through Postal Ballot on November 13, Ballot/e-voting process in a fair and transparent 2017 manner. Approval of members was sought by way of special y All postal ballot forms received upto November 13, resolution for disposing-off of 77,158,778 Equity 2017 and e-votes received upto 5.00 p.m. on the Shares of ` 10 each of Hypercity Retail (India) Limited, said date were considered for scrutiny. Envelopes/ a subsidairy of the Company to Future Retail Limited. e-votes received after this date were not considered for scrutiny. Voting Pattern and Procedure for Postal Ballot y The results of the Postal Ballot were announced on y The Board of Directors of the Company had appointed November 14, 2017 at the Registered Office of the Mr. Kaushal Dalal, Practicing Company Secretary, as a Company. The details of voting are as follows:
In favour Against No. of Postal % of total valid votes No. of Postal Ballots % of total valid votes No. of Votes No. of Votes Ballots Received polled Received polled 122 77,044,958 99.35 24 501,201 0.65
Further, no special resolution is proposed to be passed subsidiaries which are duly consolidated with annual through postal ballot on the date of this report. financial statements of the Company. The Board of Directors of the Company also reviews RELATED PARTY TRANSACTIONS minutes of the Board Meetings of all subsidiary companies. The Company has formulated a Related Party Transaction Policy including therein the materiality of related party DISCLOSURE FROM SENIOR MANAGEMENT transaction and determination of material subsidiaries, The Company has obtained a certificate from all the senior which has been posted on the website of the Company management personnel of the Company disclosing that and is accessible at the web link: https://corporate. they do not have any material, financial and commercial shoppersstop.com/uploaded_files/70ad1c1-7375.pdf. transactions to disclose and there is no potential conflict During the year under review, all related party transactions with the interest of the Company at large during the year were on arm’s length basis and in the ordinary course under review. of business. All Related Party Transactions have been approved by the Audit Committee and the Board of COMPLIANCE REPORT ON CORPORATE GOVERNANCE Directors and there were no materially significant related The Company submits on quarterly basis a compliance party transactions that may have potential conflict with report on corporate governance within fifteen days from the interests of the Company at large. the close of the quarter with BSE Limited and National The Audit Committee and the Board of Directors have Stock Exchange of India Limited. The said report is placed granted its omnibus approval for transactions which before the Board of Directors every quarter for their are repetitive in nature and has laid down the criteria of comments/ observations/ advice if any. such approval. A statement of related party transactions entered into with related parties through omnibus WEBSITE approval is presented to the Audit Committee and Board All the information and disclosures required to be of Directors on a quarterly basis. disseminated as per Listing Regulations and Companies Act, 2013, are being posted at Company’s website: SUBSIDIARY COMPANIES www.shoppersstop.com. Under Listing Regulations, a ‘material subsidiary’ is a subsidiary, whose income or net worth exceeds 20% of DISCLOSURE OF ACCOUNTING TREATMENT the consolidated income or net worth respectively, of The financial statements of the Company comply with the the listed entity and its subsidiaries in the immediately Accounting Standards referred to in the Companies Act, preceding accounting year. 2013. In this regard, Hypercity Retail (India) Ltd. (Hypercity); a 51% subsidiary, ceased to be material subsidiary of RISK MANAGEMENT the Company with effect from November 30, 2017, The Board of Directors has constituted a Risk consequent to sale of entire equity shareholding of Management Committee consisting of Mr. Ravi Hypercity to Future Retail Limited. Raheja as a Chairman, Mr. Manish Chokhani – Director, The Audit Committee reviews the financial statement Mr. Govind Shrikhande – Managing Director, as Members & any investment made by the subsidiaries, if any, on of the Committee. quarterly basis and Board of Directors of the Company, The Board of Directors of the Company has framed the inter-alia, review the annual financial statements of Risk Management Policy and has laid down the procedures for risk assessment and its minimisation.
88 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 89 , that inter-alia within 48 hours of the Board Meeting, generally in generally Meeting, within 48 hours of the Board Times and the Times and Maharashtra Economic website on the Company’s also posted same are the Company the end of each quarter, At immediately. to in order call with the analysts does a Conference clarify their doubts and queries. financial date and upto www.shoppersstop.com and the other releases official press results, are and its business information about the Company on the website. available on Company’s posted immediately are analysts the to the information with public share to in order website at large. published in newspapers are results quarterly The is website The domain name of the Company’s or the institutional investors made to Presentations MEANS OF COMMUNICATION COMPLIANCE WITH DISCRETIONARY REQUIREMENTS DISCRETIONARY COMPLIANCE WITH with the complied has voluntarily The Company position separate to relating requirements discretionary Executive Managing Director/Chief of Chairman and 27(1) of the Listing Regulations. Officer as per Regulation DISCUSSION AND ANALYSIS MANAGEMENT as a is given and Analysis Management Discussion section in the Annual Report. separate CEO & CFO CERTIFICATION MD, has CFO of the Company CEO and the Deputy The MD, of Regulation the provisions pursuant to issued certificate certifying, 17(8) of the Listing Regulations, materially any do not contain the financial statements a true represent and these statements untrue statement The said certificate affairs. of the Company’s view and fair part and forms of this Annual Report. is annexed Chairman of the Audit Committee and no one has been and Committee of the Audit Chairman a has formulated The Company thereto. denied access been has thereof and a brief detail Policy, Whistle Blower and is accessible of the Company the website on posted link http://corporate.shoppersstop.com/ at the web uploaded_files/ce848df-1585.pdf. The Company has established Vigil Mechanism and The Company and policy for its directors whistle blower adopted behaviour, about unethical concerns report to employees violation of the Company’s or fraud actual or suspected The mechanism provides policy. code of conduct or ethics against victimisation of persons safeguards adequate the access to direct have who use such mechanism. They WHISTLE BLOWER POLICY/ VIGIL MECHANISM POLICY/ WHISTLE BLOWER The Company has adopted the Code of Conduct and the Code of Conduct has adopted The Company which includes the duties for Independent Directors Ethics in the Companies as laid down of Independent Directors confirmed have 2013. All Independent Directors Act, the Code of Conduct. compliance to CODE OF CONDUCT AND ETHICS FOR INDEPENDENT CODE OF CONDUCT AND ETHICS FOR DIRECTORS The Company has adopted the Code of Conduct for all the Code of Conduct has adopted The Company personnel of members and senior management Board of the on the website This Code is posted the Company. members and senior management All Board Company. the Code of confirmed compliance to personnel have the Managing Director signed by Conduct. A declaration and forms part of this effect is annexed to of the Company the Annual Report. CODE OF CONDUCT FOR ALL BOARD MEMBERS AND CODE OF CONDUCT FOR ALL BOARD PERSONNEL SENIOR MANAGEMENT In compliance with the SEBI (Prohibition of Insider Trading) Trading) of Insider the SEBI (Prohibition In compliance with adopted has formulated, 2015, the Company Regulations, Code of Internal Stop ‘Shoppers and implemented and Monitoring and Conduct for Regulating, Procedures Disclosure of Fair and ‘Code Insiders’ by Trading Reporting dealing in for Information’ Sensitive of Unpublished Price insiders. by of the Company the shares CODE OF CONDUCT FOR PREVENTION OF INSIDER CODE OF CONDUCT TRADING PRACTICES DETAILS OF NON-COMPLIANCE ON MATTERS ON MATTERS OF NON-COMPLIANCE DETAILS MARKET CAPITAL TO RELATING the by non-compliances no instances of been have There been have strictures and/or and no penalties Company or SEBI Exchanges Stock by imposed on the Company the to related matter authority on any statutory or any years. during the last three capital markets GENERAL SHAREHOLDERS INFORMATION (1) Annual General Meeting Date, Time & Venue : July 27, 2018 at 3:30 p.m. Boundary Hall, First Floor, MCA Recreation Centre, RG-2, G-Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051. (2) Date of Book Closure : July 23, 2018 to July 27, 2018 (Both days inclusive) (3) Financial Calendar : April 1, 2017 to March 31, 2018 (4) Dividend payment date : Within 5 days from the date of declaration of dividend (5) Listing on the Stock Exchanges : 1. BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. 2. National Stock Exchange of India Limited, Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051. The requisite Listing Fees for the Financial Year 2018-19 has been paid to both the above Stock Exchanges where the equity shares of the Company are listed. (6) Stock Code: BSE Limited : 532638 National Stock Exchange of India Limited : SHOPERSTOP (Symbol) (7) Stock Market Data for the period – April 1, 2017 to March 31, 2018
Share price performance in comparison on BSE Ltd.: BSE Sensex No. of Shares Month (2017-18) High (`)Low (`) High Low transacted April 386.95 355.55 30,184.22 29,241.48 147,925 May 382.50 291.15 31,255.28 29,804.12 98,732 June 368.50 294.00 31,522.87 30,680.66 54,773 July 364.75 335.80 32,672.66 31,017.11 56,137 August 369.55 322.60 32,686.48 31,128.02 77,799 September 540.25 357.90 32,524.11 31,081.83 920,054 October 569.30 464.05 33,340.17 31,440.48 833,853 November 602.00 519.55 33,865.95 32,683.59 373,068 December 578.05 521.30 34,137.97 32,565.16 76,523 January 590.05 491.05 36,443.98 33,703.37 189,721 February 549.95 475.00 36,256.83 33,482.81 34,846 March 569.95 502.20 34,278.63 32,483.84 158,904
SHOPPERS STOP PRICE MOVEMENT CHART – BSE
650 40000 600 38000 550 36000 34000
` 500 32000 450 30000 400 Sensex Amount 28000 350 26000 300 24000 250 22000
Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar
Financial Year 2017-18 Shoppers Stop Sensex
90 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 91 % to total % to
transacted No. of Shares of Shares No. Nifty `
12000 11000 10000 9000 8000 7000 6000
ar
M Feb
8,200 100 417,523,720 100 Jan
Nifty
Dec
Nov
Oct
% to total% to Number total % to
Sept ) High Low Aug `
` Shoppers Stop
Financial Year 2017-18
Jul Jun
on National Stock Exchange of India Limited (NSE): of India Limited Stock Exchange on National NSE Nifty May Shareholders Shareholders
) ( Low ` Apr As on March 31, 2018 on March As 31, 2017 on March As 13 0.12 595,305 0.14 12 0.14 549,980 0.13 19 0.17 667,900 0.15 14 0.17 482,970 0.11 33 0.30 812,625 0.18 26 0.32 652,310 0.16 32 0.29 2,498,635 0.57 21 0.25 1,703,980 0.41 89 0.81 1,319,440 0.30 58 0.71 846,345 0.20 80 0.73 429,084,465 97.56 67 0.82 409,990,085 98.20 High ( 113 1.03 875,650 0.20 63 0.77 471,180 0.11
650 600 550 500 450 400 350 300 250
10,560 96.54 3,949,425 0.90 7,939 96.82 2,826,870 0.68
Amount Amount ` Number total % to AprilMayJuneJulyAugustSeptemberOctoberNovemberDecemberJanuary 387.95February 383.90March 368.00 539.80 371.80 366.35 357.10 286.00 569.90 603.00 292.00 577.80 357.30 325.00 307.00 9,367.15 591.80 9,649.60 463.75 518.25 542.95 9,709.30 520.50 10,178.95 10,137.85 10,114.85 570.75 9,075.15 494.70 10,384.50 10,490.45 9,269.90 499.00 9,448.75 10,552.40 9,687.55 9,685.55 9,543.55 504.00 11,171.55 10,094.00 9,831.05 11,117.35 575,398 752,730 10,033.35 942,757 10,525.50 9,249,902 1,152,357 733,807 10,404.65 10,276.30 3,789,156 8,785,000 1,236,951 9,951.90 2,903,517 1,570,505 2,050,272 Month (2017-18) ` 5000 Upto Shareholding of Shareholding Nominal Value 5001-10000 10001-20000 20001-30000 30001-40000 40001-50000 50001-100000 100001 and above Total 10,939 100 439,803,445 100 comparison performance in Share price (8) of Shareholding as on March 31, 2018 and March 31, 2017: Distribution SHOPPERS STOP PRICE MOVEMENT CHART – NSE PRICE MOVEMENT SHOPPERS STOP SHAREHOLDING PATTERN: The categories of shareholdings as on March 31, 2018 and March 31, 2017:
(As on March 31, 2018) (As on March 31, 2017) Category No. of No. of % to total % to total Shares Held Shares Held Promoters 56,029,674 63.70 56,029,674 67.10 Mutual Funds 12,452,958 14.16 11,159,066 13.36 Indian Financial Institution, Alternate Investment 182,513 0.20 142,756 0.17 Funds & NBFC Foreign Institutional & Portfolio Investors 8,082,545 9.19 3,466,947 4.15 Bodies Corporate 7,954,431 9.04 9,768,665 11.70 Indian Public, HUF & IEPF 2,915,016 3.31 2,558,720 3.06 Banks 5,126 0.01 0 0 NRI’s 89,515 0.10 44,110 0.05 Clearing Members (Transit) 57,592 0.07 31,170 0.05 Trust 191,319 0.22 303,636 0.36 Total 87,960,689 100 83,504,744 100
SHAREHOLDING PATTERN AS ON MARCH 31, 2018
0.10% 0.01% 0.07% 0.22% 3.31%
9.04% Promoters Mutual Funds Indian Financial Institution, Alternate 9.19% Investment Funds & NBFC Foreign Institutional & Portfolio Investors Bodies Corporate 0.20% Indian Public, HUF & IEPF Banks NRI’s Clearing Members (Transit) 14.16% Trust
63.70%
92 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 93 5/- each of the ` Nanakramguda, Hyderabad - 500 032 Hyderabad Nanakramguda, Selenium Tower B, Plot 31-32, Gachibowli, Financial Gachibowli, B, Plot 31-32, Selenium Tower District, (040) 2342 0814 1500 Fax: 6716 (040) Tel: Exchanges through the Depository System. The System. the Depository through Exchanges of the equity shares to ISIN allotted is INE498B01024. Company for RTA the Company/ by received The requests disposed of are rematerialisation dematerialisation/ expeditiously. in dematerialised mode for all investors. As on date, on date, As mode for all investors. in dematerialised 322 equity except capital of the Company share entire mode. being held in the dematerialised are shares at traded regularly are of the Company The shares which listed, are they where Exchanges both the Stock shareholders. the necessary liquidity to ensure or warrants or any convertible instruments or any instruments or any convertible or any or warrants impact on equity share which has likely Convertible capital. to hedge its risks foreign exchange risk and associated risk and associated exchange foreign hedge its risks to the to relating exposures currency with foreign and firm underlying hedging activities transactions any into does not enter commitments. The Company and speculative instruments for trading derivative purposes. Umang Tower, 5th Floor, Mindspace, Off Link Road, Mindspace, Off Link Road, 5th Floor, Umang Tower, Mumbai - 400 064. Malad (West), (022) 4249 7000 Tel: E-mail: [email protected] www.shoppersstop.com Address: Web : Karvy Limited Private Computershare Karvy : on the Stock traded are Company of the The shares : is compulsorily equity shares in Company’s The trading : ADRs or GDRs has not issued any The Company : contracts forward currency uses foreign The Company : Secretary, – Company Sanghavi Bharat Mr. hedging activities (9) (RTA) Agent and Transfer Registrar Mr. Chandru L. RahejaMr. C. Raheja Ravi Mr. Raheja Neel C. Mr. Nitin SanghaviProf. Ghaisas* Deepak Mr. Ms. Abanti Sankaranarayanan Nirvik SinghMr. Chokhani Manish Mr. B. S. NageshMr. Shrikhande Govind Mr. Director Promoter Director Promoter Director Promoter Director Director Director 697,500 Managing Director Director 1,100,000 Director 1,150,000 Vice Chairman 0 0 7,750 305,479 567,685 0 0 Name of Director Status of Shares No. (10) System Share Transfer (11) Dematerialisation of Shares and Liquidity (12) GDRs/ADRs Outstanding (13) risk and Commodity price risk of foreign exchange (14) for correspondence Address *Mr. Deepak Ghaisas holds 7,750 equity shares jointly with his wife as second holder. second as jointly with his wife equity shares holds 7,750 Deepak Ghaisas *Mr. SHAREHOLDING OF BOARD OF DIRECTORS AS ON MARCH 31, 2018: AS ON MARCH OF DIRECTORS OF BOARD SHAREHOLDING (15) Store Locations Western Region 1. 211-D, S. V. Road, Andheri (W), Mumbai - 400 058. 15. Opposite Alankar Talkies, Chainsukh Road, Latur - 413 512. 2. Krushal Commercial Complex, G. M. Road, 16. HomeStop, R City, LBS Marg, Chembur (West), Mumbai - 400 089. Ghatkopar (West), Mumbai - 400 086. 3. Suburbia, Old Bandra Talkies, Linking Road, 17. HomeStop, FP No. 216, TP Scheme -1, Bandra (West), Mumbai - 400 050. Vastrapur, Ahmedabad - 380 054. 4. Inorbit Mall, Link Road, Malad (West), 18. Metro Junction Mall, Shil Road, Kalyan - 421 306. Mumbai - 400 064. 5. Dynamix Mall, Sant Dhyaneshwar Marg, JVPD Scheme, 19. VR Mall, Near Magdalia Chokdi, Dumas Road, Next to Chandan Cinema Hall, Vile Parle (West), Surat - 395 007. Mumbai - 400 049. 6. Godrej Eternia, B-Wing, Shivaji Nagar, 20. Viviana Mall, Eastern Express Highway, Mumbai-Pune Road, Pune - 411 005. Thane - 400 062. 7. HomeStop, Inorbit Mall, 2nd Floor, Link Road, 21. Alembic Road, Subhanpura, Vadodara - 390 003. Malad (West), Mumbai - 400 064. 8. Prozone Mall, Plot Sector - C, Chikalthana Ind. Area, 22. First floor, Seasons Mall, South Magarpatta City, Masantpur, Aurangabad - 431 210. Pune - 411 028. 9. Inorbit Mall, Vashi, Navi Mumbai - 400 705. 23. C G Square, C. G. Road, Ahmedabad - 380 009. 10. HomeStop, Inorbit Mall, 2nd Floor, Vashi, 24. HomeStop, First floor, Seasons Mall, South Magarpatta Navi Mumbai - 400 705. City, Pune - 411 028. 11. Alpha G, Near Vastrapur Lake, Vastrapur, 25. D Y Patil Mall, 2104/15, E Ward, Kavda Naka, Ahmedabad - 380 054. Kolhapur - 416 001. 12. R City Mall, LBS Marg, Ghatkopar (West), 26. Orion Mall, Near Panvel Bus Depot, Panvel – 410 206. Mumbai - 400 086. 13. Big India Mall, Behind Kasarwadawali Police Station, 27. Unit No. GFN03 & GFS10, West End Mall, Aundh, Taluka Godbunder Road, Thane West, Mumbai - 400 607. Haveli, Pune - 411 007. 14. Pacific Mall, Shankar Seth Road, Pune 411 037. 28. Mall De Goa, situated at Nova Cidade Complex, Alto Porvorim, Goa – 403 521. Southern Region 1. Garuda Star Mall, Magrath Road, Ashok Nagar, 13. HomeStop, Royal Meenakshi Mall, Bannergetta Road, Bengaluru - 560 025. Bengaluru - 560 076. 2. Commerce@Mantri, Ground Floor, N.S. Palya, 14. LEPL Icon Mall, Vijayawada - 520 008. Bannerghatta Road, Bengaluru - 560 076. 3. Mantri Square, Sampige Road, Malleshwaram, 15. OMR, Ground Floor, Gopalan Signature Towers, Opp. Bengaluru - 560 003. RMZ Infinity, Old Madras Road, Bengaluru - 560 096. 4. Salarpuriya Tower – II, Near Forum Mall, Kormangala 16. Mall of Mysore, Indira Nagar Extension, Nazarabad Indl. Layout, Bengaluru - 560 095. Mohalla, M.G. Road, Mysore - 570 010. 5. Plot No. 1-11-251/1, Alladin Mansion, Begumpet, 17. HomeStop, Inorbit Mall, Apiic Software Layout, Hyderabad - 500 016. Hitech City, Cyberabad, Hyderabad - 500 081. 6. Harrington Road, Chetpet, Chennai - 600 031. 18. Inorbit Mall – Whitefield, EPIP Area, Whitefield, Bengaluru - 560 066. 7. GVK One Mall, Road No. 01, Banjara Hills, 19. E-City Mall, Avinash Road, Coimbatore - 641 004. Hyderabad - 500 034. 8. Inorbit Mall, Apiic Software Layout, Hitech City, 20. Soul Space Arena, Outer Ring Road, K R Puram Hubli, Madhapur, Hyderabad - 500 081. Bengaluru - 560 037.
9. Passenger Terminal Building, Shamshabad Airport, 21. HomeStop, Phoneix Market City, Velachery, Rangareddy, Hyderabad - 500 409. Chennai - 600 042. 10. ‘Hyderabad-Next Galleria–Punjagutta Mall’ Punjagutta, 22. The Grand Mall, No. 137, Dr. Seetharam Nagar, Velachery, Hyderabad Chennai - 600 042. 11. Passenger Terminal Building, Bengaluru International 23. 28, Velachery Rd, Nagendra Nagar, Anna Garden, Airport, Devanahalli, Bengaluru - 560 300. Palladium Mall, Phoneix Market City Chennai, Velachery, Chennai, Tamil Nadu - 600 042. 12. HomeStop, Raheja Point No. 17/2, Magrath Road, 24. Manjeera, Trinity Mall, Kukatpally, Hyderabad – 500 072. Bengaluru - 560 025.
94 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 95 Ludhiana - 141 001. Ludhiana pass, Delhi-Meerut Hapur Bye Nagar, Dhyanchand Meerut (UP) - 250 001. Highway, - 302 001. Rajasthan Jaipur, C-Scheme, Delhi - 110 058. Station, New Metro Janakpuri West – 201 301. Station, Noida, Uttar Pradesh Delhi - 110 037. New Shop No. 201 New Terminal Building T-2, Building T-2, Terminal 201 New Shop No. Jaipur - 302 011. Chandigarh - 160 002. GT Road, Jalandar - 144 001. Road, GT Jaipur - 302 017. Chandigarh - 160 002. Kenjar, Bajpe, Mangalore - 574 142. - 574 Mangalore Bajpe, Kenjar, 033. Bengaluru - 560 Maruthi Sevanagar, Bengaluru - 560 055. - 492 001. Airport, Raipur - 700 156. Kolkata IID, Area Action - 700 107. Office, Kolkata Siemens Corporate Jharkhand – 834 001. 22. Mall, Old Sessions Court Road, Pavillion 24. Marg, Patel Man-Upasna Plaza, C-44, Sardar 25. to Next Jankpuri, Janakpuri West, Unity One 26. Metro Mall, Noida City Centre City Centre Logix 27. Airport, Gandhi International Indira 1D, Terminal 19. 2), Airport - Level (Departure Jaipur International 20. Phase - 1, Mall, Industrial Area Elante HomeStop, 21. Ghaziabad - 201 002. Mall, Rajnagar, Gaur Central 15. Lines, BMC Chowk, MBD Neopolis Mall, Civil 16. Nagar, Malviya Block, South Park, Trade World 17. Phase - 1, Area Mall, Industrial Elante 18.- 280 002. Agra SRK Mall, Nagala Padi, OMaxe 30. Layout, Banaswadi Road, Main Brigade Mall, Banaswadi 31. West, Extension,Malleswaram Orion Mall, Rajajinagar 6. - 492 005. Raipur Mowa, Vidhan Sabha Road, 7. Vivekanand Building, Swami Terminal Integrated New 8. Road, Major Arterial Town, New 2, Rajarhat, City Centre 9. Near Main Road, Rajdanga 1858, Mall, Plot No. Acropolis 10. Ranchi, East Jail Road, Opp. Road, Nucleus Mall, Circular 29. Airport, Departures, Domestic International Mangalore Eastern Region Eastern Northern Region Kunj, New Delhi - 110 070. New Kunj, - 122 002. Gurgaon Road, Delhi - 110 085. New Station, Rohini, Garden, Rajouri Extension, Garden Place, Rajouri Delhi – 110027. New - 452 001. Indore Road, - 226 010. Lucknow Nagar, Development Area, Noida – 201 301. Area, Development Delhi - 110 017. II, New Sector Saket, Centre Amritsar - 143 010. Road, G. T. Gurgaon, Haryana - 122 002. Haryana Gurgaon, Indirapuram, Ghaziabad -201 012. Ghaziabad -201 Indirapuram, Delhi - 110 017. New Saket, District Centre, - 226 010. Lucknow Visakhapatnam - 530 016. Visakhapatnam - 575 001. Mangalore Road, Pandeshwar Hulimavu, Road, Bannerghatta Temple, Meenakshi Bengaluru - 560 076. - 700 020. Kolkata - 700 064. Kolkata - 700 068. Kolkata - 713 216. Durgapur Siliguri - 734 010. Matigara, Bengaluru - 560 037. Bengaluru 8. Vasant Mandela Road, Ambience Mall, Nelson 9. Hills, Bhopal - 462 011. DB City Mall, Arera 10. Mall, Sohna Spaze Gurgaon, Park, I, Tech Spaze 23.11. Major Shopprix Mall, Sports Good Complex, Rithala Metro to Adjacent - 10, Sector Rohini, 12. Shivaji Najafgarh Rd, Floor, R-Cube, Monad - Third 13. A.B. Lig Gurudwara, BPK Star Building, Opp. 14. Mall, Gomti Republic Fun 2nd Floor, HomeStop, 5. Okhla Industrial New India Palace, The Great 6. District Road, Enclave Mall, Press Metropolitan 7. Sultan Wind, Main Alpha One Mall, MBM Farms, 1. Road, Mehrauli-Gurgaon Mall, The Metropolitan 2. Khand, 9 Vaibhav Suncity, Mall, Shipra Shipra 3. A/3, Select City Walk, Plot No. HomeStop, 4. Gomti Nagar, Bhavan, Paryatan E-City Mall, Opp. 26. Near CBM Compound, VIP Road, SRK Destiny, 27. Fiza Mall, and First Floor Forum Ground Upper, 28. Opposite Floor, Ground Mall, Meenakshi Royal 1. (Elgin Road), Sarani Rai Lajpat 10/3, Lala 2. Salt Lake, DC - 1, Sector-1, City Centre, 3. Shah Road, Anwar City Mall, 375, Prince South 4. City Centre, Junction Mall, Mouza - Faridpur, 5. NH-31, Township, Uttorayon Siliguri City Centre, 25. Main Road, ITPL Paragon, Embassy HomeStop, INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF SHOPPERS STOP LIMITED ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial Report on the Standalone Ind AS Financial Statements statements are free from material misstatement. We have audited the accompanying standalone Ind AS An audit involves performing procedures to obtain audit financial statements of Shoppers Stop Limited (“the evidence about the amounts and disclosures in the Company”), which comprise the Balance Sheet as at March financial statements. The procedures selected depend 31, 2018, the Statement of Profit and Loss, including the on the auditor’s judgement, including the assessment of statement of Other Comprehensive Income, the Cash the risks of material misstatement of the standalone Ind Flow Statement and the Statement of Changes in Equity AS financial statements, whether due to fraud or error. for the year then ended, and a summary of significant In making those risk assessments, the auditor considers accounting policies and other explanatory information. internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements Management’s Responsibility for the Standalone Ind AS that give a true and fair view in order to design audit Financial Statements procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of The Company’s Board of Directors is responsible for accounting policies used and the reasonableness of the the matters stated in Section 134(5) of the Companies accounting estimates made by the Company’s Directors, Act, 2013 (“the Act”) with respect to the preparation of as well as evaluating the overall presentation of the these standalone Ind AS financial statements that give standalone Ind AS financial statements. We believe that a true and fair view of the financial position, financial the audit evidence we have obtained is sufficient and performance including other comprehensive income, appropriate to provide a basis for our audit opinion on the cash flows and changes in equity of the Company in standalone Ind AS financial statements. accordance with accounting principles generally accepted in India, including the Indian Accounting Standards Opinion (Ind AS) specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) In our opinion and to the best of our information and Rules, 2015, as amended. This responsibility also according to the explanations given to us, the standalone includes maintenance of adequate accounting records Ind AS financial statements give the information required in accordance with the provisions of the Act for by the Act in the manner so required and give a true and safeguarding of the assets of the Company and for fair view in conformity with the accounting principles preventing and detecting frauds and other irregularities; generally accepted in India, of the state of affairs of the selection and application of appropriate accounting Company as at March 31, 2018, its profit including other policies; making judgements and estimates that are comprehensive income, its cash flows and the changes in reasonable and prudent; and the design, implementation equity for the year ended on that date. and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy Emphasis of Matter and completeness of the accounting records, relevant to We draw attention to Note 30 to the standalone Ind AS the preparation and presentation of the Ind AS financial financial statements which, describes the uncertainty statements that give a true and fair view and are free from related to the outcome of the appeal filed before the material misstatement, whether due to fraud or error. Supreme Court regarding non provision of retrospective levy of service tax for the period from June 1, 2007 to Auditor’s Responsibility March 31, 2010 on renting of immovable properties given Our responsibility is to express an opinion on these for commercial use, aggregating to ` 1,659. 56 lacs. standalone Ind AS financial statements based on our Our opinion is not qualified in respect of this matter. audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters Other Matter which are required to be included in the audit report under the provisions of the Act and the Rules made The Ind AS financial statements of the Company for the thereunder. We conducted our audit of the standalone Ind year ended March 31, 2017, included in these standalone AS financial statements in accordance with the Standards Ind AS financial statements, have been audited by the on Auditing, issued by the Institute of Chartered predecessor auditor who expressed an unmodified Accountants of India, as specified under Section 143(10) opinion on those statements on May 4, 2017 of the Act. Those Standards require that we comply with
96 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 97 pending litigations on its financial position pending litigations on its financial position in its standalone Ind AS financial statements Ind AS the standalone 29 to Note – Refer financial statements; for contracts including derivative contracts foreseeable material any were which there losses. the to be transferred, to amounts, required by Fund and Protection Education Investor the Company. financial controls over financial reporting of the financial reporting over financial controls of effectiveness and the operating Company in Report our separate to refer such controls, report; this 2” to “Annexure 11 of with Rule in accordance Report the Auditor’s 2014, Rules, and Auditors) the Companies (Audit the best of our information to in our opinion and us: to given the explanations to and according S R B C & CO LLP For Accountants Chartered Number: 324982E/E300003 ICAI Firm Registration Maniar Vijay Partner Membership Number: 36738 Mumbai Place of Signature: 27 April 2018 Date: of the internal the adequacy to With respect (f) (g) be included in to the other matters to respect With has disclosed the impact of The Company i. long-term any did not have The Company ii. in transferring has been no delay There iii. and explanations which to the best of our the best of our which to and explanations necessary for the and belief were knowledge purpose of our audit; the Company by been kept have law by required of those our examination as it appears from so far books. of Other Comprehensive including the Statement and Statement Statement Income, the Cash Flow are Report this dealt with by of Changes in Equity of account; with the books in agreement comply with the Accounting financial statements of the specified under section 133 Standards with Companies (Indian Accounting read Act, 2015, as amended; Rules, Standards) and 31, 2018, as on March the directors from of none of Directors, the Board by on record taken 31, 2018, is disqualified as on March the directors of in terms as a director being appointed from section 164 (2) of the Act; 2016 (“the Order”) issued by the Central Government Government the Central issued by Order”) 2016 (“the (11) of section 143 of of sub-section of India in terms on the 1 a statement in the Annexure give we the Act, and 4 of the Order. 3 specified in paragraphs matters that: (b) In our opinion, proper books of account as books In our opinion, proper (b) (c) and Loss of Profit Statement Sheet, The Balance standalone Ind AS In our opinion, the aforesaid (d) received representations On the basis of written (e) Report on Other Legal and Regulatory Requirements Other Legal and Regulatory on Report 1. Order, report) (Auditor’s the Companies by required As report we 143 (3) of the Act, section by required As 2. sought and obtained all the information (a) have We ANNEXURE 1 referred to in paragraph 1 under the heading “Report on Other Legal and Regulatory Requirements” of our report of even date.
(i) (a) The Company has maintained proper records (iv) In our opinion and according to the information and showing full particulars, including quantitative explanations given to us, provisions of section 185 details and situation of fixed assets. and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they (b) All fixed assets have not been physically verified are interested and in respect of loans and advances by the management during the year but there given, investments made and, guarantees, and is a regular programme of verification which, securities given have been complied with by the in our opinion, is reasonable having regard to Company. the size of the Company and the nature of its assets. No material discrepancies were noticed (v) The Company has not accepted any deposits within on such verification. the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (c) According to the information and explanations (as amended). Accordingly, the provisions of clause given by the management, there are no 3(v) of the Order are not applicable. immovable properties, included in property, plant and equipment of the company and (vi) To the best of our knowledge and as explained, accordingly, the requirements under paragraph the Central Government has not specified the 3(i)(c) of the Order are not applicable to the maintenance of cost records under clause 148(1) of Company. the Companies Act, 2013, for the products/services of the Company. (ii) The management has conducted physical verification of inventory at reasonable intervals (vii) (a) The Company is regular in depositing with during the year and no material discrepancies were appropriate authorities undisputed statutory noticed on such physical verification. dues including provident fund, income- tax, sales-tax, service tax, employees’ state (iii) (a) The Company has granted loans to three insurance, value added tax, goods and service companies covered in the register maintained tax, duty of custom, cess and other statutory under section 189 of the Companies Act, 2013. dues applicable to it. The provisions relating In our opinion and according to the information to duty of excise are not applicable to the and explanations given to us, the terms and Company. conditions of the grant of such loans are not prejudicial to the company’s interest. (b) According to the information and explanations given to us, no undisputed amounts payable (b) The Company has granted loans that are re- in respect of provident fund, employees’ state payable on demand, to a company covered in insurance, income-tax, service tax, sales-tax, the register maintained under section 189 of value added tax, goods and service tax, cess the Companies Act, 2013. We are informed that and other statutory dues were outstanding, the Company has not demanded repayment of at the year end, for a period of more than six any such loan during the year, and thus, there months from the date they became payable. has been no default on the part of the parties to whom the money has been lent. The payment (c) According to the records of the Company, the of interest has been regular for two companies. dues of income-tax, sales-tax, service tax, duty Further loan given in an earlier year to one of of custom, value added tax, goods and service the Company has been fully provided for and no tax, and cess on account of any dispute, are as interest has been received. follows: (c) There are no amounts of loans granted to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013 which are overdue for more than ninety days.
98 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 99 Commissioner Level Level Tribunal Commissioner Level Level Tribunal Level Tribunal Appellate Sales Tax Sales Tax Appellate Sales Tax Forum where the where Forum is pending dispute amount relates Period to which the which to Period `) management, transactions with the related parties with the related management, transactions 188 of in compliance with Section 177 and are the applicable and 2013 where Companies Act, the to the notes been disclosed in have details the applicable by as required financial statements, accounting standards. has complied the management, the Company by section 42 of the Companies Act, of with provisions placement of shares of the private 2013 in respect the information and to According during the year. report we the management, by given explanations been used for the have that the amounts raised, raised. purposes for which the funds were has the management, the Company by given with non-cash transactions any into not entered with him as referred or persons connected directors 2013. 192 of Companies Act, in section to 45-IA of the of section us, the provisions to given not applicable 1934 are Bank of India Act, Reserve Company. the to ( 0.39 2011 2010 to Joint Commissioner of S R B C & CO LLP For Accountants Chartered Number: 324982E/E300003 ICAI Firm Registration Maniar Vijay Partner Membership Number: 36738 Mumbai Place of Signature: 27 April 2018 Date: (xiv) given and explanations the information to According the information and explanations to According (xv) explanations the information and to According (xvi) Amount** Entry Tax 4.76 2013-14 Authority- Appellate Central Sales Taxes Taxes Sales Central Maharashtra Act, Tax Added Value 22.27 2012-13 Joint Commissioner of Nature of the dues Nature has not defaulted in repayment of loans or borrowing to a financial institution, bank or government or dues to or dues to a financial institution, bank or government to of loans or borrowing in repayment has not defaulted holders. debenture view the true and fair the purpose of reporting to and according of the financial statements the by given the information and explanations any has not raised management, the Company of initial public offer/further public way money loans were of term way by The monies raised offer. those were applied for the purposes for which raised. view the true and fair the purpose of reporting to and according of the financial statements the by given the information and explanations the by that no fraud report management, we by on the Company fraud no material or Company has of the Company the officers and employees during the year. been noticed or reported view fair the true and the purpose of reporting to and according of the financial statements the by given the information and explanations that the managerial report management, we in accordance has been paid/provided remuneration the by mandated approvals with the requisite with Schedule V to of section 197 read provisions 2013. the Companies Act, of clause 3(xii) of the the provisions Therefore, and hence the Company not applicable to are order upon. not commented view fair the true and the purpose of reporting to and according of the financial statements the by given the information and explanations Finance Act, 1994Finance Act, on entry Tax Bengal West Areas Local of goods into 2012 Act, Service Tax 775.97 2007 May 2006 to May Authority- Appellate Name of the statute 1961 Act, The Income Tax Income Tax 502.90 2015-16 Authority- Appellate The Customs Act, 1962 Act, The Customs 1962 Act, The Customs Duty of Customs Sales Central Maharashtra Act Tax Duty of Customs Added Value Maharashtra Act Tax 5.17 37.44 2012 2008 to 2012 2008 to Authority- Appellate Authority- Appellate (ix) Based on our audit procedures performed for Based on our audit procedures (ix) (x) performed for Based upon the audit procedures performed for Based on our audit procedures (xi) (xii) company. is not a nidhi In our opinion, the Company performed for Based on our audit procedures (xiii) (viii) In our opinion and according to the information and explanations given by the management, the Company the Company the management, by given (viii) the information and explanations to according In our opinion and ** Net of amounts paid. ** Net ANNEXURE 2 To The Independent Auditor’s Report of even date on the Standalone Financial Statements of Shoppers Stop Limited.
Report on the Internal Financial Controls under Clause an understanding of internal financial controls over (i) of Sub-section 3 of Section 143 of the Companies Act, financial reporting, assessing the risk that a material 2013 (“the Act”) weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on We have audited the internal financial controls over the assessed risk. The procedures selected depend on financial reporting of Shoppers Stop Limited (“the the auditor’s judgement, including the assessment of the Company”) as of March 31, 2018 in conjunction with risks of material misstatement of the financial statements, our audit of the standalone financial statements of the whether due to fraud or error. Company for the year ended on that date. We believe that the audit evidence we have obtained is Management’s Responsibility for Internal Financial sufficient and appropriate to provide a basis for our audit Controls opinion on the internal financial controls system over financial reporting. The Company’s Management is responsible for establishing and maintaining internal financial controls Meaning of Internal Financial Controls over Financial based on the internal control over financial reporting Reporting criteria established by the Company considering the essential components of internal control stated in the A company’s internal financial control over financial Guidance Note on Audit of Internal Financial Controls reporting is a process designed to provide reasonable Over Financial Reporting issued by the Institute of assurance regarding the reliability of financial reporting Chartered Accountants of India. These responsibilities and the preparation of financial statements for external include the design, implementation and maintenance of purposes in accordance with generally accepted adequate internal financial controls that were operating accounting principles. A company’s internal financial effectively for ensuring the orderly and efficient conduct control over financial reporting includes those policies of its business, including adherence to the Company’s and procedures that (1) pertain to the maintenance of policies, the safeguarding of its assets, the prevention records that, in reasonable detail, accurately and fairly and detection of frauds and errors, the accuracy and reflect the transactions and dispositions of the assets completeness of the accounting records, and the timely of the Company; (2) provide reasonable assurance preparation of reliable financial information, as required that transactions are recorded as necessary to permit under the Companies Act, 2013. preparation of financial statements in accordance with generally accepted accounting principles, and that Auditor’s Responsibility receipts and expenditures of the Company are being made only in accordance with authorisations of management Our responsibility is to express an opinion on the and directors of the Company; and (3) provide reasonable Company’s internal financial controls over financial assurance regarding prevention or timely detection reporting based on our audit. We conducted our audit in of unauthorised acquisition, use, or disposition of the accordance with the Guidance Note on Audit of Internal company’s assets that could have a material effect on the Financial Controls Over Financial Reporting (the “Guidance financial statements. Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent Inherent Limitations of Internal Financial Controls over applicable to an audit of internal financial controls and, Financial Reporting both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require Because of the inherent limitations of internal financial that we comply with ethical requirements and plan and controls over financial reporting, including the possibility perform the audit to obtain reasonable assurance about of collusion or improper management override of controls, whether adequate internal financial controls over financial material misstatements due to error or fraud may occur reporting was established and maintained and if such and not be detected. Also, projections of any evaluation controls operated effectively in all material respects. of the internal financial controls over financial reporting to future periods are subject to the risk that the internal Our audit involves performing procedures to obtain audit financial control over financial reporting may become evidence about the adequacy of the internal financial inadequate because of changes in conditions, or that the controls system over financial reporting and their degree of compliance with the policies or procedures may operating effectiveness. Our audit of internal financial deteriorate. controls over financial reporting included obtaining
100 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 101 S R B C & CO LLP Vijay Maniar Vijay Partner Membership Number: 36738 Mumbai Place of Signature: 27 April 2018 Date: Chartered Accountants Chartered Number: 324982E/E300003 ICAI Firm Registration For Opinion respects, has, in all material Company In our opinion, the over system controls financial internal an adequate financial controls such internal and financial reporting as effectively operating were financial reporting over over control based on the internal 31, 2018, at March the Company established by criteria financial reporting control components of internal considering the essential Financial of Internal on Audit Note in the Guidance stated the Institute issued by Financial Reporting Over Controls of India. Accountants of Chartered BALANCE SHEET as at 31 March 2018
(All amounts in ` lacs) As at As at Notes 31 March 2018 31 March 2017 Assets Non-current assets Property, plant and equipment 3 58,606.69 57,918.87 Capital work-in-progress 3 1,534.14 1,254.92 Intangible assets 3 6,170.91 5,613.36 Intangible assets under development 3 281.30 433.07 Financial Assets (i) Investments 4 29,757.66 40,800.58 (ii) Loans 5 766.26 10,348.59 (iii) Other financial assets 6 11,426.59 12,985.47 Deferred tax assets (net) 7 1,977.60 429.22 Other non-current assets 8 9,516.21 8,169.03 Total non-current assets 120,037.36 137,953.11 Current assets Inventories 9 32,842.43 35,276.50 Financial assets (i) Investments 4 2,003.55 - (ii) Trade receivables 10 4,372.44 3,574.66 (iii) Cash and cash equivalents 11 457.63 295.03 (iv) Bank balances other than (iii) above 12 65.57 207.67 (v) Other financial assets 6 544.05 3,799.14 Other current assets 8 15,929.16 2,463.63 Total current assets 56,214.83 45,616.63 Total assets 176,252.19 183,569.74 Equity and liabilities Equity Equity share capital 13 4,398.03 4,175.24 Other equity 14 90,938.59 71,900.37 Total equity 95,336.62 76,075.61 Liabilities Non-current liabilities Financial liabilities Borrowings 15 3,976.77 20,996.68 Total non-current liabilities 3,976.77 20,996.68 Current liabilities Financial liabilities (i) Borrowings 15A 761.12 20,295.86 (ii) Trade payables 16 48,861.23 33,019.28 (iii) Other financial liabilities 17 8,030.99 19,727.57 Provisions 18 794.40 716.86 Other current liabilities 19 18,491.06 12,737.88 Total current liabilities 76,938.80 86,497.45 Total liabilities 80,915.57 107,494.13 Total equity and liabilities 176,252.19 183,569.74 The accompanying Notes 1 to 41 are an integral part of the financial statements. In terms of our report of even date For and on Behalf of the Board of Directors For S R B C & CO LLP C.L. Raheja Ravi Raheja Govind S. Shrikhande ICAI Firm Reg. No. 324982E / E300003 Chairman Director Customer Care Associate & Chartered Accountants DIN: 00027979 DIN: 00028044 Managing Director DIN: 00029419 Vijay Maniar Vijay Jain Bharat Sanghavi Partner Customer Care Associate & Customer Care Associate & Membership No. 36738 Dy. Chief Financial Officer Company Secretary
Mumbai: 27 April 2018 Mumbai: 27 April 2018
102 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 103 lacs) ` 31 March 2017 31 March For the year ended the year For (All amounts in 1.37 (2.39) 1.37 (2.39) 43.22 13.89 72.48 - 7,956.97 7,956.97 4,811.52 2,916.01 2,916.01 31.52 1,755.63 1,755.63 2,025.37 3,304.01 3,304.01 2,093.79 (1,548.38) (68.42) 352,793.97 352,793.97 362,949.71 31 March 2018 31 March 360,750.94 360,750.94 367,761.23 DIN: 00029419 For the year ended the year For 26 Notes 5 each) 28 ` 5 each (2017: ` March 2018 March
) ` ) `
In terms of our report of even date of even of our report In terms S R B C & CO LLPFor 324982E / E300003 No. ICAI Firm Reg. AccountantsChartered of Directors and on Behalf of the Board For Chairman Director C.L. Raheja DIN: 00027979 & Associate Care Customer DIN: 00028044 Raheja Ravi Managing Director S. Shrikhande Govind Mumbai: 27 April 2018 Mumbai: 27 April 2018 Vijay ManiarVijay Partner 36738Membership No. Financial Officer Chief Dy. Jain Vijay & Associate Care Customer Secretary Company & Associate Care Customer Sanghavi Bharat Diluted ( Diluted Other comprehensive income Other comprehensive or loss profit to that will not be reclassified Items effect tax Income i) defined benefit obligation of employee Remeasurement Earning per equity share value of face shares Equity (124.91) (40.13) Expenses Stock-in-Trade of Purchase of stock-in-trade Changes in Inventories costs Finance benefits expense Employee and amortisation expense Depreciation expenses Total Other expenses item and tax exceptional before Profit tax before Profit Items Exceptional tax Current tax Deferred Income tax expenses [A] for the year Profit/(Loss) 22b 2,434.07 22a 3 23effect 3,310.61 tax 218,905.75 Income ii) of investments in the value value Fair 11,192.54 income [B]Other comprehensive 225,426.81 [A] + [B] income for the year comprehensive Total 30,134.77 24 11,552.61 27,350.37 ( 25 Basic 3,616.12 5,845.01 31 86,510.72 89,464.30 5,040.96 4,780.00 1,160.38 1,866.46 (1,993.85) (696.87) (1,967.61) (706.08) - (26.24) Income operations from Revenue income Total Other income 20 359,148.91 364,804.25 21 1,602.03 2,956.98
The accompanying Notes 1 to 41 are an integral part of the financial an integral 41 are 1 to Notes The accompanying statements. STATEMENT OF PROFIT AND LOSS AND PROFIT OF STATEMENT 31 ended for the year CASH FLOWS for the year ended 31 March 2018
(All amounts in ` Lacs) For the For the period ended year ended 31 March 2018 31 March 2017 Operating activities Net profit after exceptional item and before tax 2,916.01 31.52 Adjustments to reconcile profit before tax to net cashflow Depreciation and amortisation 11,192.54 11,552.61 Allowance for doubtful debts / advances 240.65 308.00 Share-based payment expense 10.63 65.22 Impairment / loss on sale of investment (Refer note 31) 5,040.96 4,780.00 Finance costs 3,616.12 5,845.01 Loss on sale of property, plant and equipment 54.13 1.49 Refundable deposit considered in measurement of minimum lease payments 796.30 959.36 Interest (time value) recognised on interest free lease deposit (666.71) (780.33) Interest income (865.09) (2,054.54) Operating profit before working capital changes 22,335.54 20,708.34 Working capital adjustment: Decrease in inventories 2,434.07 3,310.61 Increase in trade receivables (797.80) (1,207.36) (Increase) / Decrease in Financial assets (others) (11,724.16) 461.78 Decrease / (Increase) in Lease deposits-net 2,165.28 (986.61) Increase in Short term provisions 77.53 134.14 Increase / (Decrease) in Trade payables and other current liabilities 21,259.03 (4,434.80) Cash generated from operations 35,749.49 17,986.10 Income taxes paid (net of refunds) (3,562.32) (2,372.07) Net cash from operating activities (A) 32,187.17 15,614.03 Investing activities Purchase of property, plant and equipment (11,828.42) (10,850.40) Proceeds from disposal of property, plant and equipment 35.43 218.17 Loans given to subsidiaries Companies (11,900.00) (6,719.00) Loans repaid by subsidiaries Companies including interest 21,319.00 11,800.00 Investment in subsidairies (1,530.12) (5,023.33) Net Proceeds from sale of investments in subsidiary (Refer Note 31) 5,224.62 - Proceeds from sale of investment in Joint ventures (Refer Note 31) 2,870.40 - Other investments in mutual funds (2,003.55) - Finance Income (Interest received) 1,034.73 2,037.52 Net cash used in investing activities (B) 3,222.09 (8,537.04) Cash flows from financing activities Proceeds from issue of equity shares (Refer Note 13.6) 222.79 1.58 Securities premium on issue of share capital 17,918.50 92.89 Dividend and dividend tax paid (753.81) - Proceeds from long term borrowings - 5,000.00 Repayment of long term borrowings (29,317.53) (12,247.62) Short term borrowings (net) (11,302.25) 1,975.71 Finance costs paid (3,781.87) (5,811.22) Net cash from / (used in) financing activities (C) (27,014.17) (10,988.66) Net (Decrease) / Increase in cash and cash equivalents (A) + (B) + (C) 8,395.09 (3,911.67) Cash and cash equivalents as at beginning of the year (8,698.58) (4,786.91) Cash and cash equivalents as at the end of the year (303.49) (8,698.58) 8,395.09 (3,911.67)
104 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 105 Lacs) ` For the For year ended year 31 March 2017 31 March Interest accrued Interest - - 3,616.12 - (All amounts in For the For 457.63 457.63 295.03 (761.12) (8,993.61) (303.49) (8,698.58) 3,976.77 3,976.77 0.13 4,000.00 4,000.00 - 37,294.31 37,294.31 165.88 (29,317.53) (3,781.87) borrowings borrowings Long - term - term Long period ended 31 March 2018 31 March DIN: 00029419 Mumbai: 27 April 2018 Mumbai: 27 April 2018 In terms of our report of even date of even of our report In terms S R B C & CO LLPFor 324982E / E300003 No. ICAI Firm Reg. AccountantsChartered of Directors and on Behalf of the Board For ManiarVijay ChairmanPartner36738 Membership No. Director C.L. Raheja DIN: 00027979 & Associate Care Customer DIN: 00028044 Raheja Ravi Managing Director Chief Financial Officer Dy. S. Shrikhande Govind Jain Vijay & Associate Care Customer Secretary Company & Associate Care Customer Sanghavi Bharat Total cash and cash equivalents cash and cash equivalents Total Note (ii) for liabilities arising from the opening and closing balances between Reconciliation financing activities Particulars March 31, 2017 Cash flow movement Non-Cash Changes exchange Foreign for the period Accrual maturity Classified as current March 31, 2018 part of the financial statements. an integral 41 are 1 to Notes The accompanying Add: Bank overdraft / Cash credit / Cash credit Bank overdraft Add: Note (i) and cash equivalents Components of cash 11) 31, 2018 (Note at March as Cash and Cash Equivalents STATEMENT OF CHANGES IN EQUITY for the period ended 31 March 2018
a. Equity share capital No.of shares (` in lacs) Equity shares of ` 5/- each issued, subscribed and fully paid-up Balance as on 31 March 2016 83,461,946 4,173.10 Issue of equity shares under employee share option plan (note 35) 42,798 2.14 Balance as on 31 March 2017 83,504,744 4,175.24 Issue of equity shares under employee share option plan (note 35) 60,020 3.00 Issued on preferential basis (Refer Note 13.6) 4,395,925 219.79 Balance as on 31 March 2018 87,960,689 4,398.03
b. Other equity Share Share Securities application General Retained Options Particulars: premium money Total reserve earnings outstanding account pending account allotment Balance as on 31 March 2016 47,400.23 1,909.19 24,097.74 255.12 28.75 73,691.03 Loss for the year - - (1,993.85) - - (1,993.85) Other comprehensive income for the - - 26.24 - - 26.24 year, net of income tax Total comprehensive income for the year - - (1,967.61) - - (1,967.61) Recognition of share based payments * - - 112.79 (28.17) - 84.62 Received on issue of shares 121.08 - - - - 121.08 Share allotted - - - - (28.75) (28.75) Balance as on 31 March 2017 47,521.31 1,909.19 22,242.92 226.95 - 71,900.37 Profit for the year - - 1,160.38 - 1,160.38 Other comprehensive income for the - - (706.08) - (706.08) year, net of income tax Total comprehensive income for the year - - 1,866.46 - 1,866.46 Recognition of share based payments * - - 172.52 (165.45) 7.07 Payment of dividends on equity shares - - (626.31) - (626.31) Payment of tax on dividends on equity - - (127.50) - (127.50) shares Received on issue of shares 17,918.50 - - - 17,918.50 Balance as on 31 March 2018 65,439.81 1,909.19 23,528.09 61.50 90,938.59 * after transfers to retained earnings for options lapsed/exercised.
In terms of our report of even date For and on Behalf of the Board of Directors For S R B C & CO LLP C.L. Raheja Ravi Raheja Govind S. Shrikhande ICAI Firm Reg. No. 324982E / E300003 Chairman Director Customer Care Associate & Chartered Accountants DIN: 00027979 DIN: 00028044 Managing Director DIN: 00029419 Vijay Maniar Vijay Jain Bharat Sanghavi Partner Customer Care Associate & Customer Care Associate & Membership No. 36738 Dy. Chief Financial Officer Company Secretary
Mumbai: 27 April 2018 Mumbai: 27 April 2018
106 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 107 (unadjusted) in active markets for markets in active (unadjusted) that the or liabilities identical assets the measurement entity can access at date; prices included within Level quoted or for the asset observable 1, that are and or indirectly; either directly liability, or liability. for the asset Level 1 inputs are quoted prices quoted 1 inputs are Level other than inputs, 2 inputs are Level inputs unobservable 3 inputs are Level
fair value measurements are categorised categorised are measurements value fair to 1, 2 or 3 based on the degree Level into measurements value the fair which inputs to and the significance of the observable are in its measurement value the fair inputs to as follows: described are which entirety, purposes in these financial disclosure on such a is determined statements payment for share-based basis, except within the scope of Ind that are transactions within that are AS 102, leasing transactions and measurements the scope of Ind AS 17, but value fair some similarities to that have realizable such as net value, not fair are in use in Ind AS 36. in Ind AS 2 or value value y y y or consumed in normal operating cycle or consumed in normal operating period, or reporting the after a settle or used to being exchanged from the months after liability for at least twelve period reporting cycle be sold to or intended be realised to Expected Held primarily for the purpose of trading months within twelve be realised to Expected unless restricted Cash or cash equivalent in normal operating be settled to It is expected It is held primarily for the purpose of trading the balance sheet based on current / non-current / non-current based on current the balance sheet when as current is treated classification. An asset it is y y In addition, for financial reporting purposes, purposes, reporting financial for addition, In Fair value for measurement and/or Summary of significant accounting policies 2.2 and liabilities in assets presents The Company y y y y classified as non-current. are All other assets when: A liability is current
The
and all values are are and all values `) to sell an asset or paid to transfer a liability transfer or paid to sell an asset to market between transaction in an orderly date, participants at the measurement that price is directly of whether (regardless using another or estimated observable In estimating the fair technique). valuation the Company or a liability, of an asset value of account the characteristics into takes participants if market or liability, the asset into those characteristics take would or liability, account when pricing the asset date. at the measurement in Indian Rupees ( in Indian Rupees rounded to the nearest lakhs, except where where lakhs, except the nearest to rounded otherwise indicated. standalone financial statements have have standalone financial statements with Indian in accordance been prepared (Ind AS) notified Standards Accounting under the Companies (Indian Accounting 2015 and other relevant Rules, Standards) 2013 ‘the Companies Act, of the provisions Act’. prepared on historical cost basis, except basis, except cost on historical prepared and liabilities that are for certain assets at the end of values measured at fair in the each reporting period, as explained accounting policies below. Accounting Standards (Ind ASs): Standards Accounting
2.1.1 Statement of Compliance with Indian 2.1.1
Company limited by shares and is domiciled in India. and is domiciled shares by limited Company on 16 June 1997. incorporated was The Company is at Umang Tower, office registered The Company’s Malad (West) Road, Mindspace, Off Link 5th Floor, India. Maharashtra, Mumbai - 400 064, through of household and consumer products variety the Company 2018, 31 March At departmentalstores. 83 such departmental stores through operated cities of India. in different located on 27 April 2018. of directors the board Fair Value Measurement Value Fair be received is the price that would value Fair 2.1.2 These financial statements have been 2.1.2 2.1 and presentation Basis of preparation 2. 2. POLICIES SIGNIFICANT ACCOUNTING
1. 1. GENERAL BACKGROUND is a Company’) or ‘the (‘SSL’ Limited Shoppers Stop NOTES NOTES 2018 31 March ended for the year the financial statements to by a in the business of retailing is engaged The Company issue for approved were statements financial The The financial statements are presented presented are statements financial The NOTES to the financial statements for the year ended 31 March 2018
y It is due to be settled within twelve months recognised as revenue on redemption and after the reporting period, or / or expected redemption after breakage. y There is no unconditional right to defer the 2.3.3 Gift vouchers: The amount collected on settlement of the liability for at least twelve sale of a gift voucher is recognised as a months after the reporting period liability and transferred to revenue (sales) when redeemed or to revenue (other retail The Company classifies all other liabilities as non- operating revenue) on expiry. current. 2.3.4 Other retail operating revenue: Facility Deferred tax assets and liabilities are classified as management fees are recognised pro-rata non-current assets and liabilities. over the period of the contract. Revenue The operating cycle is the time between the from store displays and sponsorships acquisition of assets for processing and their are recognised based on the period for realisation in cash and cash equivalents. The which the products or the sponsors’ Company has identified twelve months as its advertisements are promoted / displayed. operating cycle. 2.3.5 Dividend and Interest income: Dividend income from investments is recognised 2.3 Revenue recognition when the Company’s right to receive payment has been established. Interest 2.3.1 Revenue is recognised when it is probable income is accrued on time basis, by that the economic benefits will flow to the reference to the principal outstanding and Company and the amount of income can be at the effective interest rate applicable. measured reliably. 2.3.2 Retail sale of Merchandise: Revenue from 2.4 Inventories Retail sales is measured at the fair value Inventories are stated at the lower of cost and net of the consideration received. Revenue is realisable value. Cost of inventories comprise of all reduced for discounts and rebates, and, cost of purchase and other related costs incurred value added tax, sales tax and Goods and in bringing the inventories to their present Service Tax (GST). location and condition. Costs of inventories are Retail sales are recognised on delivery of determined on a weighted average cost basis. Net the merchandise to the customer, when realisable value represents the estimated selling the property in goods and significant risks price for inventories less all estimated costs and rewards are transferred for a price and necessary to make the sale. Provision is made for no effective ownership control is retained. obsolete/ slow moving inventories. Where the Company is the principal in 2.5 Property, Plant and Equipment and Intangible the transaction the Sales are recorded at Assets their gross values. Where the Company is effectively the agent in the transaction 2.5.1 Property, Plant and Equipment and the cost of the merchandise is disclosed Intangible Assets are stated at cost less as a deduction from the gross value. (Refer accumulated depreciation or amortisation Note 20) and accumulated impairment losses. Cost comprises of all cost of purchase, Point award schemes: The fair value of the construction and other related costs consideration on sale of goods that result incurred in bringing the assets to their in award credits for customers, under present location and condition. the Company’s point award schemes, is allocated between the goods supplied 2.5.2 Depreciation / amortisation is recognised and the award credits granted. The on a straight-line basis over the estimated consideration allocated to the award credits useful lives of respective assets as under: is measured by reference to fair value from the standpoint of the holder and is
108 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 109 The
reverses, the carrying amount of the asset carrying amount of the asset the reverses, unit) is increased a cash-generating (or of its recoverable estimate the revised to carrying the increased amount, but so that the carrying exceed amount does not been determined have amount that would loss been recognised had no impairment unit) in cash-generating (or for the asset of an impairment A reversal prior years. in profit immediately loss is recognised or loss. Company has elected to continue with the to has elected Company Plant of all of its Property, carrying value as and Intangible Assets and Equipment measured date) of 1 April 2015 (transition and use that GAAP, as per the previous as of the as its deemed cost carrying value date. transition following measurement categories: - Those to be to - Those categories: measurement following through (either value subsequently at fair measured the income, or through other comprehensive those measured and and Loss), of Profit Statement at amortised The classification depends on cost. managing the business model for the Company’s of the terms and the contractual financial assets gains value, at fair measured assets For cash flows. of in the Statement and losses will either be recorded For income. or other comprehensive and Loss Profit depend in debt instruments, this will investments on the business model in which the investment in equity instruments, investments is held. For has the Company this will depend on whether election at the time of initial made an irrevocable at account for the equity investment to recognition income. The other comprehensive through value fair when and debt investments reclassifies Company only when its business model for managing those changes. assets plus, in the case value at its fair financial asset the through value not at fair of a financial asset costs that transaction and Loss, of Profit Statement the acquisition of the attributable to directly are costs of financial assets Transaction financial asset. 2.5.4 Ind AS: to on transition Deemed cost Classification: in the classifies its financial assets Company The Measurement: a measures the Company initial recognition, At When an impairment loss subsequently subsequently loss impairment an When 2.6 Financial Instruments Financial 2.6 3 5 to 6 5 to (In Years) Estimated Estimated Useful Life Useful Life 5 17 5 to 3 6 10 10 to 5 10 10 At the end of each the end of each At On lease term 17 5 to Useful Life as Useful Life Prescribed by by Prescribed 2013 (In Years) Companies Act, Companies Act, Schedule II of the
reporting period, the Company reviews reviews period, the Company reporting to the carrying amounts of the assets indication is any there whether determine an suffered have that those assets such indication of impairment loss. If any the recoverable impairment loss exists, less costs value higher of fair amount, (i.e. in use) of the asset of disposal and value when it is not possible or, is estimated, amount the recoverable estimate to the recoverable of an individual asset, unit to amount of the cash-generating If belongs is estimated. which the asset (or amount of an asset the recoverable be to unit) is estimated cash-generating less than its carrying amount, the carrying cash-generating (or amount of the asset amount its recoverable to unit) is reduced and an impairment loss is recognised or loss. in profit immediately prescribed in Schedule II has been in Schedule II has been prescribed by management supported by estimated assessment. technical reviewed are method and depreciation period and at the end of each reporting is changes in estimate the effect of any prospectively. for accounted
Property, Plant and Plant Property, Equipment: Air conditioning and other equipment Furniture, fixtures fixtures Furniture, and other fittings Equipment Computer than desktops (other and laptops) and laptops Desktops Leasehold Leasehold Improvements Office EquipmentVehiclesIntangible assets: SoftwareComputer and Trademark Patents 5 6 2 to 8 6 8
2.5.3 Impairment losses:
The estimated useful lives, residual values values residual lives, useful estimated The Useful life of assets different from NOTES NOTES 2018 31 March ended for the year the financial statements to NOTES to the financial statements for the year ended 31 March 2018
carried at fair value through the Statement of Profit Loss and is not part of a hedging relationship is and Loss are expensed in the Statement of Profit and recognised in the Statement of Profit and Loss Loss. Financial assets with embedded derivatives and presented net in the Statement of Profit are considered in their entirely when determining and Loss In the period in which it arises. Interest whether their cash flows are solely payment of income from these financial assets is included in principal and interest. other income. Debt instruments: Equity instruments: Subsequent measurement of debt instruments The Company subsequently measures all equity depends on the Company’s business model investments at fair value. Where the Company’s for managing the asset and the cash flow management has elected to present fair value characteristics of the asset. There are three gains and losses on equity investments in other measurement categories into which the Company comprehensive income, there is no subsequent classifies its debt instruments: reclassification of fair value gains and losses Amortised cost: to the Statement of Profit and Loss. Dividends Assets that are held for collection of contractual from such investments are recognised in the cash flows where those cash flows represent Statement of Profit and Loss as other income solely payments of principal and interest are when the Company’s right to receive payments is measured at amortised cost. A gain or loss on a established. Changes in the fair value of financial debt investment that is subsequently measured assets at fair value through the Statement of Profit at amortised cost and is not part of a hedging and Loss are recognised in other income / other relationship is recognised in the Statement of expenses in the Statement of Profit and Loss. Profit and Loss when the asset is derecognised Impairment losses (and reversal of impairment or impaired. Interest income from these financial losses) on equity investments measured at FVOCI assets is included in other income using the are not reported separately from other changes in effective interest rate method. fair value. Fair value through other comprehensive income Impairment of financial assets: (FVOCI): The Company assesses on a forward-looking basis Assets that are held for collection of contractual the expected credit losses associated with its cash flows and for selling the financial assets, assets carried at amortised cost and FVOCI debt where the assets’ cash flows represent solely instruments. The impairment methodology applied payments of principal and interest are measured depends on whether there has been a significant at fair value through other comprehensive income increase in credit risk. (FVOCI). Movements in the carrying amount are Derecognition of financial assets: taken through OCI, except for the recognition of impairment gains or losses, interest revenue A financial asset is derecognised only when -the and foreign exchange gains and losses which are Company has transferred the rights to receive recognised in the Statement of Profit and Loss. cash flows from the financial asset or retains the When the financial asset is derecognised, the contractual rights to receive the cash flows of cumulative gain or loss previously recognised in the financial asset, but assumes a contractual OCI is reclassified from equity to the Statement of obligation to pay the cash flows to one or more Profit and Loss and recognised in other income/ recipients. Where the Company has transferred expense. Interest income from these financial an asset, the Company evaluates whether it has assets is included in other income using the transferred substantially all risks and rewards of effective interest rate method. the financial asset. In such cases, the financial asset is derecognised. Where the Company Fair value through profit and loss: has not transferred substantially all risks and Assets that do not meet the criteria for amortised rewards of ownership of the financial asset, the cost or FVOCI are measured at fair value through financial asset is not derecognised. Where the Statement of Profit and Loss. A gain or loss on a Company has neither transferred a financial asset debt investment that is subsequently measured nor retains substantially all risks and rewards of at fair value through Statement of Profit and ownership of the financial asset, the financial
110 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 111 The Company The Company The tax currently payable is payable The tax currently method on temporary differences between between differences on temporary method and liabilities the tax bases of assets and their carrying amounts for financial date. purposes at the reporting reporting the differences, all deductible temporary and of unused tax credits carry forward tax assets tax losses. Deferred unused any that it is the extent to recognised are will be available that taxable profit probable against which the deductible temporary of unused and the carry forward differences, and unused tax losses can be tax credits tax when the deferred utilised, except the deductible temporary to relating asset the initial recognition arises from difference that or liability in a transaction of an asset is not a business combination and, at the affects neither the time of the transaction, or loss. nor taxable profit accounting profit based on the estimated taxable profit for taxable profit based on the estimated using applicable and is calculated the year been that have and tax laws tax rates enacted. or substantively enacted enters into foreign exchange forward forward exchange foreign into enters foreign to manage its exposure to contracts These contracts risks. rate exchange and value at fair initially recognised are at the end of each reporting subsequently, on values at their fair period, re-measured loss is gain or The resulting date. reporting the same line or loss in in profit recognised in the hedged exchange as the movement rate. future cash flows), and any deficiency is and any cash flows), future or loss. in profit recognised 2.7.2 Deferred tax: Deferred 2.7.2 2.6.4 Derivative 2.6.4 Derivative instruments: currently payable and deferred tax. Current and Current tax. and deferred payable currently or loss except in profit recognised tax are deferred in recognised are that items to relate when they in equity, income or directly other comprehensive tax are and deferred in which case the current income in other comprehensive also recognised respectively. in equity, or directly 2.7.1 Current tax: Current 2.7.1 Deferred tax is provided using the liability liability the using provided is tax Deferred for recognised are assets tax Deferred
2.7 Taxation 2.7 the sum of the tax represents Income tax expense
The at fair value. Transaction costs that are costs that are Transaction value. at fair the issue of financial attributable to directly of value the fair from deducted liabilities are the financial liabilities on initial recognition. all financial initial recognition, After than financial guarantee liabilities (other instruments – and derivative contracts at measured subsequently are see below) interest amortised cost using the effective has not designated The Company method. liability as FVTPL. financial any ventures: The Company has elected to to elected has The Company ventures: in account for its equity investments under Ind subsidiaries and joint ventures at Financial Statements, AS 27 on Separate period the end of each reporting cost. At are there assesses whether the Company of its of diminution in the value indicators for impairment and provides investments necessary. loss, where Company on a case to case basis elects to case basis elects to a case to on Company contracts account for financial guarantee as a financial instrument or as an insurance as specified in Ind AS 109 on contract, Financial Instruments and Ind AS 104 The Company Contracts. on Insurance all its financial guarantee has regarded the At contracts. as insurance contracts period the Company end of each reporting it (i.e. performs a liability adequacy test, based of a pay-out assesses the likelihood of estimates undiscounted on current Financial liabilities are initially measured initially measured Financial liabilities are Investments in subsidiaries and joint in subsidiaries Investments
amount is reported in the balance sheet where there there where in the balance sheet amount is reported the recognised offset to right is a legally enforceable on a settle to is an intention amounts and there the liability and settle the asset realise basis or net right must The legally enforceable simultaneously. and must be events not be contingent on future and in in the normal course of business enforceable of the or bankruptcy insolvency of default the event or the counterparty. Company 2.6.2 2.6.1 asset is derecognised if the Company has not Company if the is derecognised asset the Where of the financial asset. control retained of the financial asset, control retains Company the to be recognised to is continued the asset in the financial involvement of continuing extent asset.
2.6.3 Financial 2.6.3 guarantee contracts:
Financial assets and liabilities are offset and the net net the and offset are liabilities instruments: and financial assets Offsetting Financial NOTES NOTES 2018 31 March ended for the year the financial statements to NOTES to the financial statements for the year ended 31 March 2018
The carrying amount of deferred tax assets available in the form of refunds from the is reviewed at the end of each reporting plans or reductions in future contributions period and reduced to the extent that it is to the plans). no longer probable that sufficient taxable The present value of the obligation is profits will be available to allow all or part determined using the projected unit credit of the asset to be utilised. Unrecognised method, with actuarial valuations being deferred tax assets are re-assessed at each carried out at the end of each year. reporting date and are recognised to the extent that it has become probable that Defined benefit costs are composed of: future taxable profits will allow the deferred y service cost (including current service tax asset to be recovered. cost, past service cost, as well as Deferred tax liabilities and assets are gains and losses on curtailments and measured at the tax rates that are expected settlements); to apply in the period in which the liability is y net interest expense or income; and settled or the asset realised, based on tax rates (and tax laws) that have been enacted y Re-measurement or substantively enacted. The first two components are recognised in Deferred tax assets and deferred tax profit or loss. Re-measurement, comprising liabilities are offset if a legally enforceable actuarial gains and losses, the effect of the right exists to set off current tax assets changes to the asset ceiling (if applicable) against current tax liabilities and the and the return on plan assets (excluding net deferred taxes relate to the same taxable interest), is reflected in the balance sheet entity and the same taxation authority. and a charge or credit, (as the case may be), is recognised in other comprehensive 2.8 Employee benefits income. Re-measurement recognised in other comprehensive income is reflected 2.8.1 Defined Contribution Plan: The Company in retained earnings. Past service cost is makes defined contribution to Government recognised in profit or loss in the period Employee Provident Fund, Government of a plan amendment. Net interest is Employee Pension Fund, Employee calculated by applying the discount rate Deposit Linked Insurance and ESI, which at the beginning of the period to the net are recognised in the statement of profit defined benefit liability or asset. and loss on accrual basis. The Company recognises contribution payable to the The retirement benefit liability or asset provident fund scheme as an expenditure, recognised in the balance sheet represents when an employee renders the related the actual deficit or surplus in the Company’s service. The Company has no obligation, defined benefit plans. The surplus is limited other than the contribution payable to the to the present value of economic benefits provident fund. available in the form of refunds from the plans or reductions in future contributions 2.8.2 Retirement benefit costs and termination to the plans. benefits: Payments to defined benefit plans are recognised as expense when 2.8.3 Short-term benefits: A liability is recognised employees have rendered service entitling for benefits accruing to employees in them to the contributions. respect of wages and salaries, annual leave and other short-term benefits in the The Company determines the present period the related service is rendered at value of the defined benefit obligation and the undiscounted amount of the benefits fair value of plan assets and recognises the expected to be paid in exchange for that net liability or asset in the balance sheet. service. The net liability or asset represents the deficit or surplus in the Company’s defined Other long-term benefits: Liabilities benefit plans. (The surplus is limited to recognised in respect of other long-term the present value of economic benefits employee benefits are measured at the present value of the estimated future
112 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 113 substantially all the risks and benefits of and benefits the risks substantially all operating classified as are of the asset ownership are leases operating subject to leases. Assets plant and equipment. included in the property, lease is recognised income on an operating Lease loss on a straight- and of profit in the statement Costs, including the lease term. line basis over in the expense as an recognised are depreciation, loss. and of profit statement in INR which is also its functional presented other than in currencies Transactions currency. (foreign currency functional the Company’s of exchange at the rates recognised are currencies) At of the transactions. at the dates prevailing period, monetary the end of each reporting are currencies in foreign denominated items at that date. prevailing at the rates retranslated or arising on settlement differences Exchange in recognised are items of monetary translation or loss. the profit and amortisation Cost includes interest Borrowing the in connection with of ancillary costs incurred of borrowings. arrangement of acquisition, construction or production as defined in Ind AS 23 are qualifying assets, until such time the cost of those assets, added to for their substantially ready are as the assets use or sale. intended incurred. are or loss in the period in which they obligation (legal or constructive) has a present that the it is probable of a past event, as a result the obligation settle to be required will Company can be made of the amount estimate and a reliable of the obligation. to required of the consideration best estimate obligation at the end of the the present settle account the risks period, taking into reporting the obligation. and uncertainties surrounding The Company’s financial transactions Currency 2.11Foreign statements are Costs 2.12Borrowing the attributable to costs directly Borrowing in profit recognised costs are All other borrowing 2.13Provisions when the Company recognised are Provisions is the as a provision The amount recognised is the Lessor: the Company Where does not transfer Company in which the Leases
cash outflows expected to be made by the by be made to expected cash outflows by of services provided in respect Company date. reporting the to up employees
employees of the Company and employees of and employees the Company of employees at the fair measured are subsidiary companies date. grant of the equity instruments at the value fair of the the determination regarding Details transactions share-based of equity-settled value determined value 35. The fair in Note out set are share- of the equity-settled date at the grant of the Company employees to based payments the basis over on a straight-line is expensed estimate based on the Company’s period, vesting vest, of equity instruments that will eventually in equity at the increase with a corresponding the Company the end of each year, At end of year. of the number of equity its estimate revisits any and recognises vest to instruments expected or loss, such that the cumulative impact in profit with a estimate, the revised reflects expense the equity-settled adjustment to corresponding benefits reserve. employee contains) a lease is based on the substance is (or at the inception of the of the arrangement is, or contains, a lease lease. The arrangement is dependent if fulfilment of the arrangement and the or assets on the use of a specific asset or use the asset a right to conveys arrangement specified not explicitly if that right is even assets, in an arrangement. whether has determined 2015, the Company contain lease on the basis of the arrangement of the date on existing and circumstances facts transition. the lease basis over or loss on a straight-line basis is more unless another systematic term of the user’s of the time pattern representative to structured are benefit or the lease payments inflation to general in line with expected increase inflationary expected for the lessor’s compensate cost increases.
2.10 Leases 2.10 an arrangement of whether The determination 1 April prior to into entered arrangements For is the lessess: the Company Where in profit recognised are lease payments Operating Equity-settled share-based 2.9 arrangements: Share based payment payments to NOTES NOTES 2018 31 March ended for the year the financial statements to NOTES to the financial statements for the year ended 31 March 2018
When a provision is measured using the cash 2.A CRITICAL ACCOUNTING JUDGEMENTS AND KEY flows estimated to settle the present obligation, SOURCES OF ESTIMATION UNCERTAINTY its carrying amount is the present value of those The preparation of the financial statements requires cash flows. management to make Judgements, estimates and assumptions about the reported amounts of 2.14 Cash and cash equivalents assets and liabilities, and income and expenses that Cash and Cash Equivalents in the balance sheet are not readily apparent from other sources. Such and for the purpose of cash flow statement judgements, estimates and associated assumptions comprise cash in hand and cash at bank including are evaluated based on historical experience and fixed deposit with original maturity period of three various other factors, including estimation of the months and short-term highly liquid investments effects of uncertain future events, which are believed with an original maturity of three months or less to be reasonable under the circumstances. Actual net of outstanding bank over drafts as they are results may differ from these estimates. The estimates considered an integral part of the Company’s cash and underlying assumptions are reviewed on an on- management. going basis. Revisions to accounting estimates are recognised in the period in which the estimate is 2.15 Cash dividend and non-cash distribution to revised if the revision affects only that period or in the equity holders period of the revision and future periods if the revision affects both current and future periods. The Company recognises a liability to make cash or non-cash distributions to equity holders of the The following are the critical judgements and company when the distribution is authorised and estimations that have been made by the management the distribution is no longer at the discretion of in the process of applying the Company’s accounting the Company. As per the corporate laws in India, policies and that have the most significant effect on a distribution is authorised when it is approved the amount recognised in the financial statements by the shareholders. A corresponding amount is and/or key sources of estimation uncertainty that recognised directly in equity. may have a significant risk of causing a material adjustment to the carrying amounts of assets and Non-cash distributions are measured at the fair liabilities within the next financial year. value of the assets to be distributed with fair value re-measurement recognised directly in equity. Impairment of equity investment in a subsidiary Upon distribution of non-cash assets, any Company difference between the carrying amount of the The accumulated losses of a subsidiary Company liability and the carrying amount of the assets viz. Crossword Bookstores Ltd. (‘Crossword’), have distributed is recognised in the statement of eroded its net worth. Crossword is taking ongoing profit and loss. steps to revamp its business operations, including store right sizing and brand positioning. 2.16 Earnings Per Share Based on its future business plans and strategic Basic earnings per share are calculated by dividing growth projections, the Company has determined the net profit or loss for the period attributable that no impairment is required at this stage. Further, to equity shareholders by the weighted average the Company has historically also given guarantees number of equity shares outstanding during the to banks for loans taken by Crossword. Till date, the period. The weighted average number of equity Company has had no cash outflows against such shares outstanding during the period and for guarantees and therefore no provision has been all periods presented is adjusted for events, considered necessary. such as bonus shares that have changed the number of equity shares outstanding, without a Income Tax corresponding change in resources. As stated in Note 26, tax expense is calculated using For the purpose of calculating diluted earnings applicable tax rates and tax laws that have been enacted per share, the net profit or loss for the period or substantively enacted. In arriving at taxable profit attributable to equity shareholders and the and tax bases of assets and liabilities the Company weighted average number of shares outstanding adjudges taxability of amounts in accordance with tax during the period is adjusted for the effects of all enactments, case law and opinions of tax counsel, as dilutive potential equity shares. relevant. Where differences arise on tax assessment,
114 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 115
empirical data of redemption / lapses, and revenue is / lapses, and revenue empirical data of redemption recognised. accordingly for commercial use given of tax on renting of service levy the retrospective use and for commercial given properties immovable which is disposal of the matter, pending the final Court, the Company the Supreme before presently levy. for the retrospective provide continues not to than the be lower to is estimated value the realisable provision The inventory carrying value. inventory factors, account various taking into is estimated item, inventory sales prices of including prevailing and losses sales profile the seasonality of the item’s inventory with obsolete/slow-moving associated items. on balance is estimated and unpaid leave gratuity assumptions actuarial basis using a number of future rate, which include assumptions for discount for attrition rates mortality rates, salary increases, changes Any etc. on planned assets return employees, in these assumptions will impact the carrying amount disclosed in assumptions are Key of these provisions. 36. Note properties Service on renting of immovable tax has challenged the Company 30, in Note stated As Inventories for cases where is recognised provision An inventory Benefits Employee of nature benefits in the for employee Provision
these are booked in the period in which they are are in the period in which they booked these are of assessment. or on final closure agreed intangible assets plant and equipment and intangible assets property, period. During financial reporting at the end of each no changes were there 2018, ended 31 March years equipment and plant and of property in useful lives from than those resulting other intangible assets / shifting of premises. closures store of information, sources and internal based on external of whether and mitigating factors assesses indicators an suffered have unit) may generating (cash a store that an impairment impairment loss. If it is determined or profit in it is recognised loss has been suffered, loss. purchases. make when they customers to granted are on sale of goods consideration of the value The fair between is allocated credits in such award resulting granted. credits the goods supplied and the award credits the award to allocated The consideration the from value fair to reference by is measured is deferred. standpoint of the holder and revenue period at the end of each reporting The Company and the number of points redeemed estimates based on will be further redeemed, that it expects NOTES NOTES 2018 31 March ended for the year the financial statements to and equipment and, plant of property, Useful lives schemes award Point life a predetermined having credits award Customer of useful lives the estimated reviews The Company period, at the end of each reporting The Company NOTES to the financial statements for the year ended 31 March 2018 Total Total Lacs) assets ` Intangible (All amounts in -in-progress As at As 31 March 2017 31 March As at As 43.34 31.12 56.96 56.96 43.01 351.03 351.03 408.55 758.18 758.18 809.79 306.85 306.85 327.11 2,251.00 Lacs) on account of change in estimate of useful lives of of useful lives on account of change in estimate Lacs) 2,251.00 31 March 2018 31 March ` Computers Vehicles PPE Total Trademarks Software Office 1,640.73 Lacs (2017: Lacs 1,640.73 ` Equipments Furniture, Furniture, fixtures and fixtures other fittings Air and other equipments conditioning 54.73 54.73 295.60 378.81 5.76 133.21 - 868.11 - - - Leasehold Leasehold (73.46) (315.49) (428.68) (6.60) (133.45) - (957.67) - - - 999.44 999.44 845.24 462.68 13.13 15.78 - 2,336.27 - - - 1,799.63 1,799.63 2,756.50 2,830.71 531.22 1,919.67 - 9,837.73 - 2,320.10 2,320.10 2,857.98 2,857.98 2,671.68 3,412.75 311.45 1,047.69 - 10,301.55 14.93 2,210.97 2,225.90 (1,770.35) (1,655.56) (2,682.86) (217.65) (1,164.20) (6.01) (7,496.63) (26.02) (980.14) (1,006.16) (5,497.74) (5,492.30) (8,730.04) (821.54) (3,185.75) (22.49) (23,749.87) (64.70) (4,228.99) (4,293.69) (2,396.11) (2,443.61) (3,218.26) (291.39) (1,166.56) (8.24) (9,524.18) (17.00) (1,651.36) (1,668.36) (1,051.42) (926.03) (545.89) (14.08) (18.45) - (2,555.87) - (0.28) (0.28) (3,156.36) (3,344.29) (5,890.59) (535.91) (2,152.40) (14.25) (15,093.80) (47.70) (2,577.63) (2,625.33) 19,062.84 19,389.74 15,611.18 914.59 3,584.87 43.47 58,606.69 57.19 6,113.72 6,170.91 (2,385.45) (2,533.97) (3,670.41) (331.39) (1,003.98) (8.24) (9,933.44) (21.68) (1,597.49) (1,619.17) improvements 18,619.69 18,619.69 19,181.56 15,466.56 895.37 3,703.98 51.71 57,918.87 59.26 5,554.11 5,613.36 21,776.05 21,776.05 22,525.85 21,357.15 1,431.28 5,856.38 65.96 73,012.67 106.96 8,131.73 8,238.69 21,027.84 21,027.84 20,695.38 19,072.33 914.14 3,955.16 65.96 65,730.81 106.96 5,811.91 5,918.87 24,560.57 24,560.57 24,882.04 24,341.22 1,736.13 6,770.62 65.96 82,356.55 121.89 10,342.70 10,464.59 property, plant & equipment resulting from store closures/shifting premises. closures/shifting store from plant & equipment resulting property, Travelling Consultancy Miscellanous expenditure Employee Costs Employee Depreciation and Amortisation iv) plant and equipement/Capital work cost of Property, to expenses has capitalised the following the Company During the year, Property, Plant and Equipment and Intangible Assets Plant and Equipment Property, Cost 2016 at 31 March As Additions Disposal 2017 at 31 March As Additions Disposal 2018 at 31 March As 2016 at 31 March As and Depreciation for amortisation expense iii) note (Refer the year Disposal 2017 at 31 March As and Depreciation for amortisation expense iii) note (Refer the year Disposal 2018 at 31 March As Book Value Net 2017 at 31 March As 2018 at 31 March As Notes: i) 15). Note (Refer of the Company borrowings secure been pledged to have assets Movable ii) 6 years. to 1 year from ranging useful life the remaining where softwares includes mainly computer Intangible assets iii) to amounts aggregating includes accelerated the year for Depreciation Total
116 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 117 - 0.10 0.10 5.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00 Lacs) Lacs) (5.00) (5.00) ` ` 3,505.93 3,505.93 4,141.00 4,141.00 Intangible 2,444.62 (3,561.00) 37,779.83 37,779.83 (3,600.00) assets under assets developement - - - 34,179.83 - 2,444.62 - 580.00 ------(All amounts in (All amounts in As atAs at As 0.10 5.00 5.00 5.00 5.00 (5.00) (5.00) (5.00) (5.00) (5.00) (5.00) progress 9,629.23 9,629.23 1,879.20 8,637.74 8,637.74 2,508.40 3,505.93 1,254.92 1,254.92 433.07 2,781.81 2,781.81 14.34 1,534.14 281.30 (9,350.01) (2,030.97) (10,164.63) (2,089.67) 31 March 201831 March 2017 31 March Capital work in Capital work 10/- each Fully Paid 10/- each Fully ` 10/- each Fully Paid (Refer Note 31) Note (Refer Paid 10/- each Fully 10/- each Fully Paid (Refer Note 31) Note (Refer Paid 10/- each Fully 10/- each Fully Paid 10/- each Fully 10/- each Fully Paid 10/- each Fully 10/- each Fully Paid 10/- each Fully 10/- each Fully Paid Paid 10/- each Fully ` ` ` ` ` ` 100/- each Fully Paid 100/- each Fully 10/- each Fully paid 10/- each Fully ` `
Hypercity Retail (India) Limited (India) Limited Retail Hypercity of Shares Equity Nil (2017: 7,37,58,511) Less: Impairment in value (refer note 31) note (refer Impairment in value Less: Limited Private Entertainment Timezone of Shares Nil (2017: 244,46,247) Equity Impairment in value Less: Nuance Group (India) Private Limited Limited (India) Private Nuance Group of Shares Equity Nil (2017: 414,10,000) Less: Impairment in value Impairment in value Less: and Loss) through Profit value fair (At Limited Private Properties Stargaze of equity shares (2017: 1,000) 1,000 Crossword Bookstores Limited Limited Bookstores Crossword of shares 1,35,62,500 (2017: 1,35,62,500) Equity Shoppers' Stop Services (India) Limited Services (India) Limited Shoppers' Stop of Shares Equity (2017: 50,000) 50,000 Less: Impairment in value Impairment in value Less: Upasna Trading Limited Limited Upasna Trading of Shares Equity (2017: 5,000) 5,000 Less: Impairment in value Impairment in value Less: (India) Limited Shoppers' Stop.com of shares Equity (2017: 50,000) 50,000 Less: Impairment in value Impairment in value Less: Gateway Multichannel Retail (India) Limited Multichannel Retail Gateway of shares Equity (2017: 50,000) 50,000 Less: Impairment in value Impairment in value Less:
Investments in equity instruments Investments i) In subsidiary companies ii) In Joint Ventures iii) Other investments Cost Cost Additions Capitalisation 2017 at 31 March As Additions Capitalisation 3. 3. under development and Intangible assets Capital work-in-progress 2016 at 31 March As
4. – Non-Current Investments a) unless otherwise stated) (Unquoted at cost NOTES NOTES 2018 31 March ended for the year the financial statements to As at 31 March 2018 NOTES to the financial statements for the year ended 31 March 2018
(All amounts in ` Lacs) As at As at 31 March 2018 31 March 2017 Retailers Association of India 10,000 (2017:10,000) equity shares of ` 10/- each Fully paid 1.00 1.00 Retailers Association's Skill Council of India 0.50 0.50 500 (2017: 500) equity shares of ` 100/- each Fully paid Nuance Group Fashion & Luxury Duty Free Private Limited - 0.05 Nil (2017: 500) equity shares of ` 10/- each Fully paid Aesthetic Realtors Private Limited 66 (2017: 66) Equity Shares of ` 10/- each Fully Paid 0.01 0.01 Less: Impairment in value (0.01) (0.01) (0.00) (0.00) iv) Deemed equity investments in:* Hypercity Retail (India) Limited - 79.53 Crossword Bookstores Limited 9.12 9.02 * Being share options to employees of subsidiary companies Total (A) 3,516.65 40,800.58
b) Quoted (fair value through Other Comprehensive Income) Investments in equity instruments Future Retail Limited 47,56,823 (2017: Nil) equity shares of ` 2/- each Fully paid, Refer Note 31 26,241.01 - Total (B) 26,241.01 - Total (A) + (B) 29,757.66 40,800.58 4. Investments – Current Quoted (At fair value through Profit and Loss) Investments in mutual funds L & T Mutual Fund 600.97 - 25,220 (2017: Nil) units in Liquid fund – Direct Growth Plan ICICI Prudential Mutual Fund 600.73 - 2,49,970 (2017: Nil) units in Money market fund – Direct Growth Plan JM Financial Mutual Fund High Liquidity fund – Direct – Growth 200.35 - 42,115 (2017: Nil) units in High Liquidity fund – Direct Growth Plan Axis Mutual Fund 601.14 - 31,187 (2017: Nil) units in Liquid fund – Direct Growth plan Total 2,003.55 - Aggregate value of quoted investment 28,244.56 - Aggregate value of unquoted investment 3,516.65 40,800.58 Aggregate amount of impairment in value of investments 20.00 7,181.00
(All amounts in ` Lacs) As at As at 31 March 2018 31 March 2017
5. Loans Non-current (Unsecured) Loans to subsidiairy companies (Refer note 38) - Considered good 766.26 10,348.59 - Considered doubtful 2,329.10 2,329.10 3,095.36 12,677.69 Less: Allowance for doubtful loans 2,329.10 2,329.10 766.26 10,348.59
5.1 The above loans are given for general corporate and business purposes. They are interest bearing and repayable on demand. The loans are carried at amortised cost. 5.2 These financial assets have been pledged to secured borrowings of the Company (Refer note 15).
118 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 119 As at As As at As Lacs) Lacs) ` ` 429.22 429.22 12,985.47 12,985.47 31 March 2017 31 March 31 March 2017 31 March - - - 3,322.95 - - 731.76 4,054.71 731.76 3,322.95 (All amounts in (All amounts in As at As As at As 53.87 53.87 247.24 (10.17) (739.07) 357.38 357.38 357.38 337.38 337.38 331.56 - 331.56 - 676.50 676.50 - 344.94 344.94 344.94 - - 544.05 544.05 3,799.14 1,987.77 1,987.77 1,168.29 1,977.60 1,977.60 11,312.50 12,985.47 11,312.50 12,985.47 11,669.88 11,669.88 13,322.85 11,426.59 31 March 2018 31 March 31 March 2018 31 March
These have been pledged to secure borrowings of the Company (Refer note 15). note (Refer Company of the borrowings secure been pledged to These have carried at amortised cost. These are (unsecured) 6.2 Current of services for goods and rendering Advances good - Considered doubtful - Considered doubtful advances for Allowance Less: employees to Advances 38) note subsidiary companies (refer to Advances good) considered deposits (unsecured, and other Premises Other receivables good - Considered doubtful - Considered doubtful advances for Allowance Less: 6.1 154.39 4.23 - 228.95 6. 6. Assets Other Financial Non-current and other deposits Premises good - Considered - Considered doubtful - Considered doubtful deposits for Allowance Less: Other Bank Balance - date balance sheet than 12 months maturity from more Bank deposits 114.09 - 7. 7. / Liabilities (net) Deferred tax assets tax assets Deferred
Deferred tax liabilities Deferred NOTES NOTES 2018 31 March ended for the year the financial statements to NOTES to the financial statements for the year ended 31 March 2018
Balance Sheet Statement of Profit and Loss As at As at Year ended Year ended March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017 Deferrred tax assets / (liabilities) relates to the following: Deferred tax Liabilities Property, plant and equipment & Intangible assets (10.17) (739.07) (728.90) (31.15) - Deferred tax Assets - Provision for doubtful debts / advances 437.22 344.21 (93.00) 114.88 Provision for expenses 372.41 145.04 (227.39) 13.07 Employee benefits 358.40 397.17 38.77 144.00 Deferred Revenue on point reward schemes 64.30 151.90 87.61 (234.34) Lease Deposits 176.48 129.97 (46.51) 61.96 MTM on Future Retail Ltd Shares 72.47 - (72.47) - Short-Term Capital Loss 506.49 - (506.49) - Net deferred tax assets / (liabilities) 1,977.60 429.22 (1,548.38) 68.42
(All amounts in ` Lacs) As at As at 31 March 2018 31 March 2017 8. Other Assets (Unsecured, considered good) Non-current Capital Advances 930.14 660.66 Service tax deposited under protest (Note 30) 3,541.34 3,541.34 Advance Income tax (Net of provision) 1,144.84 877.33 Prepaid Expenses 3,899.89 3,089.70 9,516.21 8,169.03 Current Recoverables – Statutory dues 10,349.49 1,174.29 Advance for Goods & Services - Considered good 3,584.12 1,289.34 - Considered doubtful 309.69 - 3,893.81 1,289.34 Less: Allowance for doubtful advances 309.69 - 3,584.12 1,289.34 Prepaid Expenses 1,710.02 - Other assets - Considered good 285.53 - - Considered doubtful 236.00 - 521.53 - Less: Allowance for doubtful assets 236.00 - 285.53 - 15,929.16 2,463.63
(All amounts in ` Lacs) As at As at 31 March 2018 31 March 2017 9. Inventories (At lower of cost and Net realisable value) Stock-in-trade: Retail merchandise 32,842.43 35,276.50
9.1 Inventories have been pledged as security for borrowings. (Refer note 15) 9.2 The mode of valuation of inventories has been stated in Note 2.4.
120 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 121 As at As at As at As As at As As at As Lacs) Lacs) Lacs) Lacs) ` ` ` ` 10,000.00 10,000.00 31 March 2017 31 March 2017 31 March 2017 31 March 31 March 2017 31 March 31 March 2017 31 March (All amounts in (All amounts in (All amounts in (All amounts in As at As at As at As As at As As at As 0.38 0.38 0.38 65.57 207.67 30.47 30.47 30.47 457.63 457.63 295.03 (30.47) (30.47) 457.63 457.63 295.03 388.06 388.06 212.22 388.06 388.06 212.22 (761.12) (8,993.61) (303.49) (8,698.58) 4,402.91 4,402.91 3,605.13 4,398.03 4,398.03 4,175.24 4,372.44 3,574.66 4,372.44 3,574.66 10,000.00 10,000.00 31 March 2018 31 March 2018 31 March 2018 31 March 31 March 2018 31 March 31 March 2018 31 March 5/- each fully paid-up 4,398.03 4,175.24 ` 5/- each `
cash requirements of the Company, and earn interest at the respective short-term deposit rates. short-term at the respective and earn interest of the Company, cash requirements other persons. Balance with banks in current accounts in current Balance with banks Cash on hand 69.57 82.81 Less : Bank overdraft / Cash credit (Refer Note 15) Note (Refer / Cash credit : Bank overdraft Less 38. No. Note Refer party receivables, related to relating and conditions terms For 120 days. of 30 to on terms generally bearing and are non-interest are receivables Trade carried at amortised cost. are receivables Trade
15). note (Refer of the Company borrowings secure been pledged to have These financial assets : comprise the followings and cash equivalents of cash flow,Cash the purpose of Statement For or jointly with any either severally or other officials of the Company directors due from are or other receivables No trade immediate months, depending on the and three one day periods of between made for varying are deposits Short-term 15). note (Refer borrowings secure been pledged to have These financial assets 13.2 13.2 Issued, subscribed and fully paid-up shares of equity shares (2017: 83,504,744) 87,960,689 10.5 10.5 10.3 10.4 10.2 Less: Impairment allowance for doubtful debts for doubtful allowance Impairment Less: 10.1 10. 10. – current receivables Trade (Unsecured) good Considered Considered doubtful Considered 13. capital Share 13.1 Authorised of equity shares 200,000,000 12. Other bank balances accounts (under lien against bank guarantee) money Margin accounts (for unpaid dividend) Earmarked 65.18 207.29 Less: Impairment allowance for doubtful debts Impairment allowance Less: 11.1 11.2 11.3
11. Cash and cash equivalents accounts in current Balance with banks Cash on hand 69.57 82.81 NOTES NOTES 2018 31 March ended for the year the financial statements to NOTES to the financial statements for the year ended 31 March 2018
31 March 2018 31 March 2017 Particulars: Numbers ` Lacs Numbers ` Lacs 13.3 Reconciliation of number of equity shares: Balance at the beginning of the year 835,04,744 4,175.24 834,61,946 4,173.10 Issued during the year (Refer Note 13.6) 44,55,945 222.79 42,798 2.14 Balance at the end of the year 879,60,689 4,398.03 835,04,744 4,175.24
As at 31 March 2018 As at 31 March 2017 Name of the Shareholder Shares held Shares held Shares held (%) Shares held (%) (Nos) (Nos) 13.4 Details of shareholders holding more than 5% shares as at 31 March: Palm Shelter Estate Development LLP 11,813,300 13.43% 11,813,300 14.15% Anbee Construction LLP 10,386,401 11.81% 10,386,401 12.44% Cape Trading LLP 10,386,401 11.81% 10,386,401 12.44% Reliance Capital Trustee Co. Ltd. A/C Reliance Equity 6,346,491 7.22% 6,225,905 7.46% Opportunities Fund Raghukool Estate Development LLP 5,593,300 6.36% 5,593,300 6.70% Capstan Trading LLP 5,459,768 6.21% 5,459,768 6.54% Casa Maria Properties LLP 5,253,300 5.97% 5,253,300 6.29%
13.5 The Company has one class of equity shares having a par value of ` 5 per share. Each equity shareholder is eligible for one vote per share held. Each equity shareholder is entitled to dividends as and when the Company declares and pays dividend after obtaining shareholders’ approval. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. 13.6 The Board of Directors and the shareholders of the Company at their meetings held on 23 September 2017 and 18 October 2017 respectively have approved issue of 43,95,925 equity shares of ` 5 each at an issue price of ` 407.78 per equity share to Amazon.com NV Investment Holdings LLC, on a preferential basis. On 12 January 2018, the Company has allotted these equity shares, which are pari passu in all respect. The Company has issued and allotted 60,020 number of shares under Share options schemes to certain employees- Refer Note 35.
(All amounts in ` Lacs) As at As at 31 March 2018 31 March 2017 14. Other equity Securities premium reserve 65,439.81 47,521.31 General reserves 1,909.19 1,909.19 Retained earnings 23,528.09 22,242.92 Share options outstanding account 61.50 226.95 90,938.59 71,900.37
For addition and deductions under each of the above heads see Statement of changes in equity.
14.1 Securities premium reserve Securities premium reserve is used to record the premium received on issue of shares. The securities premium can be utilised only in accordance with the provisions of the Companies Act 2013.
14.2 General reserve The General Reserve is mainly created/built by the Company from time to time by transferring the profits from retained earnings. This reserve may be utilised mainly to declare dividend as permitted under the Companies Act 2013.
14.3 Share options outstanding account Share options outstanding account relates to share options granted by the Company to certain employees under share option plan. Further information about share based payments to employees is set out in Note 35.
122 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 123 As at As Lacs) ` 31 March 2017 31 March - - 833.33 1,500.00 - - 1,666.66 2,000.00 - - 1,249.70 - 1,070.60 - 4,993.56 - 1,332.69 5,788.06 - - 2,500.00 - 2,000.00 4,992.22 - 3,375.00 - - 1,250.01 - 714.29 - 1,666.67 - 1,333.33 3,333.34 (All amounts in As at As Loan Balance Loan 7,976.77 7,976.77 9,992.48 7,976.77 7,976.77 37,294.31 3,976.77 3,976.77 20,996.68 4,000.00 4,000.00 2,000.00 4,000.00 4,000.00 16,297.63 31 March 201831 March 2017 31 March 31 March 2018 31 March Repayable in 12 equal quarterly installments from 03 December 2017 12 equal quarterly installments from 10 September 2016 Repayable on 30 September 2017. 12 equal quarterly installments from 08 December 2015 12 quarterly equal installments from 10 January 2015. 14 equal quarterly installments from 01 June 2015. 12 equal quarterly installments from 30 June 2017 15 equal quarterly installments from 01 September 2014. 12 equal quarterly installments from 01 December 2015. 10 equal quarterly installments from 09 December 2017. 12 equal quarterly installments from 08 December 2015 Repayable on 30 September 2017. Repayable in 12 equal quarterly installments from 03 December 2017 12 equal quarterly installments from 10 September 2016 14 equal quarterly installments from 01 June 2015. 12 equal quarterly installments from 30 June 2017 15 equal quarterly installments from 01 September 2014. 12 equal quarterly installments from 01 December 2015. 10 equal quarterly installments from 09 December 2017. 12 quarterly equal installements from 10 January 2015. Nil (2017: 10.25%) Nil (2017: 9.75%) Nil (2017:9.25%) Nil (2017: 10.40%) Nil (2017: 10.40%) Nil (2017: 9.50%) Nil (2017: 9.70%) Nil (2017: 9.70%) (2017: 9.95%) 9.45% Nil (2017: 10.40%) Nil (2017: 9.75%) Nil (2017:9.25%) Nil (2017: 10.25%) Nil (2017: 10.40%) Nil (2017: 9.50%) Nil (2017: 9.70%) Nil (2017: 9.70%) (2017: 9.95%) 9.45%
card receivables (Escrow account) and all the movable fixed assets of the Company, both present & future except ICICI except & future both present of the Company, assets fixed movable account) and all the (Escrow receivables card of the assets fixed and all the movable assets on the current passu charge 1 pari by which is secured loans Bank Term brands. lease deposits and Shoppers Stop leasehold rights, excluding and future both present Company
card/debit on credit charge debts, hypothecation on stock,book charge a first pari passu by secured are Loans Term Abu Dhabi Commercial Bank Current borrowings Total Kotak Mahindra Bank Kotak Mahindra Bank Kotak Mahindra Bank Name of the BankNon-current borrowings HDFC Bank of Interest Rate Schedule Repayment Nil (2017: 10.40%) 15.2 of the Facilities:- Terms 15. Borrowings Non-current banks from (Secured) Loans Term 17) note (Refer maturities Current Less: 4,000.00 7,976.77 16,297.63 37,294.31
15.1 HDFC Bank HDFC Bank ICICI Bank ICICI Bank IDBI Bank Kotak Mahindra Bank Kotak Mahindra Bank Kotak Mahindra Bank Abu Dhabi Commercial Bank Non-current borrowings Total Current maturities of long-term borrowings HDFC Bank HDFC Bank HDFC Bank ICICI Bank Nil (2017: 10.40) ICICI Bank IDBI Bank NOTES NOTES 2018 31 March ended for the year the financial statements to NOTES to the financial statements for the year ended 31 March 2018
15.3 Borrowings are carried at amortised cost.
(All amounts in ` Lacs) As at As at 31 March 2018 31 March 2017 15A. Current From banks - Secured 761.12 15,295.86 - Unsecured - 5,000.00 761.12 20,295.86 15A.1 Secured Loans are secured by a first pari passu charge on stock,book debts, hypothecation charge on credit card/ debit card receivables (Escrow account) and all the movable fixed assets of the Company, both present & future except ICICI Bank loan which is secured by first pari passu charge on the current assets and all the movable fixed assets of the Company both present & future excluding leasehold rights, lease deposits & Shoppers Stop brands.
15A.2 Terms of the Facilities:- Loan Balance Name of the Bank Rate of Interest Repayment Schedule 31 March 2018 31 March 2017 Secured: Axis Bank 9.25% (2017: 9.15%) On demand 234.14 1,051.12 Axis Bank Nil (2017: 8.45%) Maturity on 05 May 2017 - 1,500.00 (Working Capital Demand Loan) Axis Bank Nil(2017: 8.40%) Nil, For 2017, Maturity on - 4,000.00 (Line of Credit) 08 May 2017 & 10 May 2017 ICICI Bank (Cash Credit) 9.25% (2017: 9.25%) On demand 1.15 2,085.79 IDBI Bank (Cash Credit) 10.25% (2017: 10.50%) On demand 153.05 467.07 IDBI Bank (Vendor Financing) Nil (2017: 9.50%) On Maturity - 802.25 Kotak Mahindra Bank Ltd. 9.00% (2017: 9.95%) On demand 146.47 5,389.63 (Cash Credit)
HDFC Bank Ltd. (Cash Credit) 10.55% (2017: Nil) On demand 13.30 - Yes Bank 10.75% (2017:Nil) On demand 0.80 - IDFC Bank 9.05% (2017: Nil) On demand 212.21 - 761.12 15,295.86 Unsecured ICICI Bank (One Time STL) Nil (2017: 8.40%) Nil, For 2017, Maturity on - 5,000.00 Unsecured 07 June 2017 - 5,000.00
(All amounts in ` Lacs) As at As at 31 March 2018 31 March 2017 16. Trade payables - Total outstanding dues of micro enterprises and small enterprises 460.17 579.62 - Total outstanding dues of creditors other than micro enterprises and small enterprises 48,401.06 32,439.66 48,861.23 33,019.28 16.1 There are no micro, small and medium enterprises, to whom the Company owes dues which are outstanding for more than 45 days during the year. This information as required to be disclosed under the Micro, Small and Medium Enterprise Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.
124 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 125 As at As As at As As at As Lacs) Lacs) Lacs) ` ` ` 31 March 2017 31 March 31 March 2017 31 March 31 March 2017 31 March (All amounts in (All amounts in (All amounts in As at As As at As As at As 0.38 0.38 0.38 35.72 35.72 - 98.15 98.15 100.32 193.22 200.82 601.18 516.04 794.40 716.86 7,695.12 7,695.12 2,305.15 1,478.82 1,478.82 1,836.32 8,030.99 8,030.99 19,727.57 18,491.06 18,491.06 12,737.88 31 March 2018 31 March 31 March 2018 31 March 31 March 2018 31 March
Creditors for capital expenditure for Creditors payroll Accrued Security deposits 38) Note (Refer parties payables Related 2,313.17 140.34 1,217.19 109.85 17. 17. liabilities Other financial measured at amortisedOther financial liabilities cost borrowings maturities of long term Current borrowings accrued but not due on Interest Unpaid dividends 4,000.00 16,297.63 0.13 165.88 Leave encashment encashment Leave 18. Provisions Provisions 18. benefits: for employee Provision Gratuity 19. 19. Other current liabilities liabilities Statutory
Award schemes and gift vouchersAward Others 10,760.22 10,432.73 NOTES NOTES 2018 31 March ended for the year the financial statements to NOTES to the financial statements for the year ended 31 March 2018
(All amounts in ` Lacs) For the year For the year ended ended 31 March 2018 31 March 2017 20. Revenue from operations Retail Sale of Merchandise Own merchandise - Gross of tax 387,316.73 367,500.86 Concessionaire / Consignment merchandise – Gross of tax 26,259.14 32,595.04 413,575.87 400,095.90 Less: Goods & Service tax / Value added tax 41,985.29 19,073.24 Less: Cost of concessionaire / consignment merchandise 17,497.26 21,838.13 354,093.32 359,184.53 Other Retail operating revenue Facility management fees 2,578.98 2,617.58 Gift vouchers lapsed 1,721.92 1,765.52 Income from store displays and sponsorship 54.69 162.35 Direct marketing 700.00 830.80 Other - 243.47 5,055.59 5,619.72 359,148.91 364,804.25
(All amounts in ` Lacs) For the year For the year ended ended 31 March 2018 31 March 2017 20.1 Gross volume of retail business comprises:- 387,316.73 367,500.86 Own merchandise 26,259.14 32,595.04 Concessionaire / Consignment merchandise 5,055.59 5,619.72 Other Retail operating revenue 418,631.46 405,715.62
(All amounts in ` Lacs) For the year For the year ended ended 31 March 2018 31 March 2017 21 Other income Interest on financial assets: Inter-corporate deposit to subsidiary companies (Refer Note 38) 719.60 1,998.92 On mutual fund investment 76.17 - Bank deposits 69.32 55.62 lease deposits measured at amortised cost 666.71 780.33 Miscellaneous income 70.23 122.11 1,602.03 2,956.98
(All amounts in ` Lacs) For the year For the year ended ended 31 March 2018 31 March 2017 22a. Purchase of Stock-in-trade Retail Merchandise Apparels 129,823.99 131,200.02 Non-apparels 89,081.76 94,226.79 (A) 218,905.75 225,426.81 22b.Changes in inventories of stock in trade Opening inventory 35,276.50 38,587.11 Closing inventory 32,842.43 35,276.50 Decrease (B) 2,434.07 3,310.61 22c. Cost of inventories recognised as an expenses* (A)+(B) 221,339.82 228,737.42 * Includes write-downs / offs (net) of inventory to net realisable value on account of old 1,264.33 1,577.83 season stock and shrinkages arising from stock count.
126 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 127 Lacs) Lacs) Lacs) ended ended ended ` ` ` For the year the year For For the year the year For For the year the year For 31 March 2017 31 March 31 March 2017 31 March 31 March 2017 31 March (All amounts in (All amounts in (All amounts in ended ended ended 10.63 10.63 65.22 64.66 86.77 969.83 969.83 595.13 4,917.83 4,917.83 4,618.74 8,339.19 8,339.19 7,992.48 9,168.52 9,168.52 9,354.67 1,007.63 1,007.63 1,222.12 1,441.11 1,442.62 1,798.05 1,798.05 1,703.96 3,551.46 5,758.24 2,743.04 2,743.04 2,803.05 3,616.12 3,616.12 5,845.01 2,605.70 2,605.70 8,482.65 4,184.97 4,184.97 3,249.50 2,492.69 2,596.46 27,272.68 27,272.68 24,991.31 30,134.77 30,134.77 27,350.37 86,510.72 86,510.72 89,464.30 For the year the year For For the year the year For For the year the year For 31 March 2018 31 March 31 March 2018 31 March 31 March 2018 31 March
* Measured at fair value. at fair * Measured 35. Note Refer the certain employees, to the Company by options granted of share details For *excludes exceptional items exceptional *excludes Contribution to provident and other funds (Refer note 36) note (Refer and other funds provident Contribution to cost * payments Share-based expenses Staff welfare 1,881.63 1,698.71 23. Employee costs 23. Employee Salaries and Wages Bank charges and taxes Rates and maintenance Repairs - Buildings - Others 27.2) fees (Note and professional Legal charges Housekeeping Security charges expenses Computer expenses and travelling Conveyance Electricity charges and publicityAdvertisement Sales promotion transactions card on credit Charges financial assets* for bad and doubtful Allowances plant and equipment (net) on sale of property, Loss gain / loss (net) exchange Foreign expenses Social Responsibility Corporate Miscellaneous expenses 1,107.26 738.67 2,158.20 240.65 54.13 1,682.74 308.00 2,656.78 5,554.09 1.49 2,558.27 84.08 5,788.54 (16.27) 74.32 48.61 25. Other expenses 25. Other 27.1) (Note charges and hire rent Lease Business conducting fees 35,973.06 34,797.41
24. Finance costs 24. Finance on borrowings Interest NOTES NOTES 2018 31 March ended for the year the financial statements to NOTES to the financial statements for the year ended 31 March 2018
(All amounts in ` Lacs) For the year For the year ended ended 31 March 2018 31 March 2017 26. Income tax expense recognised in profit or loss Current income tax: 3,897.31 2,641.88 Current income tax charge (593.29) (548.09) Adjustments in respect of current income tax of previous year 3,304.01 2,093.79 Total Deferred tax: (1,548.38) (594.34) In respect of current year - 525.92 In respect of prior years (1,548.38) (68.42) Total Income tax expense reported in the statement of profit and loss 1,755.63 2,025.37
OCI Section - Deferred tax related to items recognised in OCI during in the year: For the year For the year ended ended 31 March 2018 31 March 2017 Net loss / (gain) on remeasurements of defined benefit plans 43.22 13.89 Net (gain) / loss on revaluation of cash flow hedges - - Unrealised (gain) / loss on MTM - FRL 72.48 - Income tax expense charged to OCI 115.70 13.89
Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for 31 March 2017 and 31 March 2018: For the year For the year ended ended 31 March 2018 31 March 2017 Profit before tax (Before exceptional item) 7,956.97 4,811.52 Income tax expense calculated at 34.608 % 2,753.75 1,665.17 Effect of expenses that are not deductible in determining taxable profit 161.20 382.38 Adjustments in respect of current income tax of previous year (593.30) - Others (566.02) (22.17) Income tax expense recognised in profit or loss 1,755.63 2,025.37
(All amounts in ` Lacs) As at As at 31 March 2018 31 March 2017 27.1. Leases Operating lease commitment as lessee Expenses recognised in the statement of profit and loss a) Minimum lease payments 11,487.10 12,236.85 b) Contingent rent 24,485.96 21,526.63 Variable rent for certain stores is payable in accordance with the lease agreement as the higher of (a) fixed minimum guarantee amount and (b) revenue share percentage. c) The future minimum rental payments in respect of non cancellable lease for premises are as follows: Within one year 5,740.86 4,911.46 After one year but not more than five years 7,353.04 4,928.26 More than five years - - The agreements are executed for periods ranging from 24 to 288 months with a non-cancellable period at the beginning of the agreement ranging from 24 to 108 months and having a renewable clause. 27.2 Payments to Auditors (excluding taxes):
128 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 129 As at As As at As Lacs) 73.27 74.32 74.32 ` 31 March 2017 31 March 31 March 2017 31 March (All amounts in As at As As at As 1.37 1.37 (2.39) (2.39) 11.46 22.37 66.72 66.72 53.00 53.00 50.00 84.16 15,817 15,817 -* 84,491,999 84,491,999 83,497,550 84,476,182 83,497,550 31 March 2018 31 March 31 March 2018 31 March 84.16 Lacs 84.16 Lacs ` In lacs) 1,160.38 (1,993.85) ` 84.16 Lacs 84.16 Lacs ` 5 5 `) `) 74.32 lacs) 74.32 `) ` 74.32 Lacs) 74.32 `
(2017 adjustment for dilution Refer Note 38 Note Refer
Companies Act,2013 read with schedule VIII thereof schedule VIII thereof with read Companies Act,2013 (2017:
(b) (b) outstanding during the year Number of equity shares Weighted after outstanding during the year of equity shares Number (c) Weighted 84,476,182 83,497,550 (a) holders ( equity share attributable to / (Loss) Profit (d) ( per share Nominal value (e) EPS: ( Basic Diluted ( Diluted dilution: of Effect shares for basic EPS number of Equity Average Weighted options Share for the effect of dilution adjusted shares number of Equity average Weighted * Anti dilutive 84,491,999 83,497,550 Expenditure related to corporate social responsibility as per Section 135 of the as per Section 135 social responsibility corporate to related Expenditure
Company by weighted average number of equity shares outstanding during the year. number of equity shares average weighted by Company number of average plus the weighted outstanding during the year equity shares number of average the weighted equity shares. into equity shares potential of all the dilutive be issued on conversion that would equity shares a) is the Company be spent by to amount required Gross d) CSR expenditure. to in relation party, related paid to of expenditure Details b) as under: of amount spent are Details Construction/acquisition of an asset – creation – Livelihood On purpose other than above Total training) linked c) the persons with disabilities (Employment For Bharat) sustainability (Swachh Ensuring environmental 64.08 20.08 74.32 - - 27.3 i) Audit fees Audit i) ii) Other matters matters Other ii) iii) expenses of pocket Out 2.26 0.90 by equity holders of the Company (loss) attributable to / dividing the profit by calculated EPS amounts are Diluted EPS computations: in the basic and diluted data used the income and share reflects The following 28. 28. Share Equity Earning Per equity holders of the attributable to / (loss) for the year dividing the profit by calculated Basic EPS amounts are NOTES NOTES 2018 31 March ended for the year the financial statements to NOTES to the financial statements for the year ended 31 March 2018
(All amounts in ` Lacs) As at As at 31 March 2018 31 March 2017 29. Contingent liabilities and commitments: i) Contingent liabilities a) Claims against the Company not acknowledged as debts,comprising of: Income tax claims disputed by the Company relating to disallowances 240.00 1,036.41 aggregating Indirect tax claims disputed by the Company relating to issues of applicability and classification aggregating - Service Tax other than on Rent 1,120.42 1,120.42 - Service Tax on Rent (Refer Note 30) 1,659.56 1,659.56 - VAT 5.79 8.23 - Customs Duty 42.61 42.60 Third party claims arising from disputes relating to contracts aggregating - 236.74 b) Other matters 25.00 25.00 Note: Future cash outflows in respect of (a) above are determinable only on receipt of judgements / decisions pending with various forums / authorities. c) Bank Guarantees 538.89 538.26 ii) Commitments a) Estimated amount of contracts remaining to be executred on capital 2,206.80 3,290.56 account and not provided for b) Corporate guarantee given to bank jointly and severally: - With joint venture partner for loans taken by Joint venture entity - 2,325.00 - With the promoter group Company for loans taken by Crossword 2,340.00 33,383.00 Bookstores Ltd. ` 2,340.00 Lacs (2017: Hypercity Retail (India) Ltd. ` 31,583.00 Lacs and Crossword Bookstores Ltd. ` 1,800.00 Lacs)
30. Service tax Pursuant to levy of service tax on renting of immovable properties given for commercial use, retrospectively with effect from 1 June 2007, the Company has, based on a legal advice, and challenged the said levy and, inter-alia, its retrospective application. Pending the final disposal of the matter, which is presently before the Supreme Court, the Company continues not to provide for the retrospective levy aggregating ` 1,659.56 lacs for the period 1 June, 2007 to 31 March, 2010.
31. Exceptional Items: i) During the year, In terms of the Share Purchase Agreement executed with Future Retail Limited and approval accorded by the members through postal ballot, the Company disposed of 77,158,778 equity shares of ` 10/- each constituting 51.09% of the share capital of Hypercity Retail (India) Ltd.; its material subsidiary to Future Retail Limited on 30 November 2017. Accordingly, Hypercity ceases to be subsidiary of the Company. The Company was allotted 4,756,823 equity shares of ` 2/- each at an issue price of ` 537/ - per equity share by Future Retail Limited and received cash consideration in terms of the aforesaid Share Purchase Agreement. Accordingly, the Company has recorded a net loss of ` 4,886.75 lacs in the current financial year which has been disclosed as an exceptional item. (31 March 2017 impairment loss of ` 3,600 lacs). ii) During the year, the Company has disposed off its 40% shareholding in Nuance Group (India) Pvt. Ltd (NGIPL) to The Nuance Group AG, Switzerland, at a consideration of ` 600 lacs on 6 October 2017. With the disposal of this shareholding, the Shareholders Agreement executed with them, stands terminated and accordingly, NGIPL ceases to be an associate Company of the Company.Accordingly, the Company has recorded a net gain of ` 20 lacs in the current financial year which has been disclosed as an exceptional item. (31 March 2017 impairment of ` 1,180 lacs). iii) During the year, the Company has disposed off its 48.42% shareholding in Timezone Entertainment Private Ltd. (TEPL) to Timezone West Asia Pte. Ltd., at a consideration of ` 2,270.40 lacs on 15 February 2018. With the disposal of this shareholding, the joint venture agreement executed in this regard, stands terminated and accordingly, TEPL ceases to be an associate Company of the Company. Accordingly, the Company has recorded a net loss of ` 174.21 lacs in the current financial year which has been disclosed as an exceptional item.
130 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 131 Year ended Year 31 March 2017 31 March Year ended Year 31 March 2018 31 March 5 each for the financial year 2017-18. 2017-18. year 5 each for the financial ` 0.75 per share of per share 0.75 ` 31 March 201831 March 2017 31 March 111112 Particulars Number of Contracts Type (in lacs) currency Foreign (in lacs)INR Equivalent EURO 0.27 GBP 0.06 22.20 USD 1.86 AED 0.04 5.77 GBP 0.37 Buy Buy Buy Buy Buy Buy 2.59 USD 121.43 0.64 29.81 168.71
with the terms of the share option scheme, as approved by shareholders at a previous general meeting, employees employees meeting, general at a previous shareholders by option scheme, as approved of the share with the terms equity shares. purchase options to be granted of service may years than five more and having grade with a pre-defined by paid or payable No amounts are on exercise. of the Company one equity share into option converts Each share rights. Options may dividends nor voting of the option. The options carry neither rights to on receipt the recipient based on a options vests share schedule.The as per vesting of grant, the date from with in four years be exercised of grant. the date schedule from vesting pre-determined There are no foreign currency exposures that have not been hedged by a derivative instrument or otherwise a derivative not been hedged by that have exposures currency no foreign are There at the end of the year. exposures relating to the underlying transactions and firm commitments. The Company does not enter into into does not enter The Company and firm commitments. the underlying transactions to relating exposures purposes. and speculative trading instruments for derivative any manage to contracts exchange foreign forward into also enters The Company and receipts. payments currency 50% of the months within 40% to out of 6 transactions sales and purchase with anticipated the risk associated generated. exposure place. takes transaction or purchase 2018. 31 March taking into account the terms and conditions upon which the share options are granted. However, the above the above However, granted. options are and conditions upon which the share account the terms taking into vest. the number of instruments that will ultimately in determining performance condition is only considered options. these share for of cash settlement a past practice does not have Company currency with foreign associated hedge its risks to contracts forward currency uses foreign The Company Expense arising on Employee Stock Option Scheme Stock Expense arising on Employee transactions share-based payment arising from expense Total 10.63 10.63 65.22 65.22
which in the terms of Ind AS 108 on ‘Operating Segments’, constitutes a single reporting segment. a single reporting constitutes Segments’, Ind AS 108 on ‘Operating of which in the terms The payment is subject to the approval of members at the annual general meeting. of members at the annual general the approval is subject to The payment and its subsidiaries. In accordance of the Company option scheme for certain employees has a share The Company a) b) Unhedged Foreign Currency exposure Currency Foreign Unhedged b) specific foreign cover to contracts exchange foreign forward into enter to It is the policy of the Company sale anticipated when the the initial carrying amounts of non-financial hedged items made to are Adjustments as at the Company by into entered Contracts Exchange the outstanding Forward are The following 35.1 Employee share option plan of the Company Company the of plan option share Employee 35.1 using a binomial option pricing model, date at the grant options is estimated of the share value The fair The alternatives. no cash settlement are There years. is three of each option granted term The Contractual 35. Share-Based Payments Payments Share-Based 35. table: in the following is shown during the year services received employee for recognised The expense
34. Derivatives/Forward Foreign Exchange Contracts 34. Exchange Foreign Derivatives/Forward 33. Dividends dividend of has recommended of Directos The Board
32. Segment Reporting 32. Segment facilities, and departmentalstore retail through trade retail is primarily engaged in the business of Company The NOTES NOTES 2018 31 March ended for the year the financial statements to i) in india. i.e. environment geographical in a single operates The Company ii) revenue. Company’s to or more 10% contributed No single customer NOTES to the financial statements for the year ended 31 March 2018
The following share-based payment arrangements were in existence during the current and prior years:
Fair value at Options series Number Grant date Expiry date Exercise Price (`) grant date (`) Granted on 9 June 2012 200,000 09.06.2,012 09.06.2,015 297.00 115.70 Granted on 28 August 2013 200,000 28.08.2,013 28.08.2,016 344.00 124.00 Granted on 29 April 2014 160,675 29.04.2,014 29.04.2,017 362.00 123.21 Granted on 31 July 2015 3,275 31.07.2,015 31.07.2,018 404.00 124.35
All options vested based on the pre determined vesting schedule (i.e. three years) from the date of grant and expire after 12 months from the last date of vesting schedule, six months from the date of retirement or twelve months after the resignation of the employee, whichever is the earlier. 35.2 Fair value of share options granted in the year There are no new grants during the F.Y. 2017-18. 35.3 Movements in share options during the year
Weighted Weighted Number of Number of Number of Employee average exercise average exercise Options Options Stock Option Outstanding: price price 31 March 2018 31 March 2017 Outstanding at the beginning of the year 211,124 353.61 340,975 339.62 Granted during the year - - - - Lapsed/Cancelled during the year 101,185 - 98,298 - Exercised during the year 60,020 345.99 31,553 299.35 Surrendered during the year - - - - Outstanding at the end of the year 49,919 363.07 211,124 353.61
Of the above outstanding share options, 49,919 (2017: 1,69,757) shares are exercisable at the end of the respective reporting periods. Details of year wise grant and exercise:
Options Exercised Exercised in Exercised till Outstanding Exercised in Outstanding granted till Year / (date of Grant) (net of 31.03.2016 2016-17 31.03.2017 31.03.2017 2017-18 31.03.2018 lapsed) 2009-10 (29.04.2009) 958,740 958,740 - 958,740 - - - 2009-10 (24.03.2010) 358,200 358,200 - 358,200 - - - 2011-12 (29.04.2011) 124,100 124,100 - 124,100 - - - 2012-13 (09.06.2012) 101,807 71,829 29,978 101,807 - - - 2013-14 (28.08.2013) 42,512 27,054 1,575 28,629 106,042 13,883 - 2014-15 (29.04.2014) 104,586 10,494 - 10,494 101,807 44,173 49,919 2015-16 (31.07.2015) 1,964 - - - 3,275 1,964 - 31,553 1,581,970 211,124 60,020 49,919 35.4 Share options exercise during the year The following share options were exercised during the year
Weighted Average Options series Number Exercised Exercise date Share price at exercise date (`) Granted on 28 August 2013 13,883 17.09.2017 344 Granted on 29 April 2014 3,938 17.09.2017 362 4,887 26.10.2017 362 20,159 30.11.2017 362 5,571 31.01.2018 362 9,618 19.03.2018 362 Granted on 31 July 2015 1,964 31.01.2018 404 35.5 The weighted average contractual life of the options outstanding is 3.08 years.
132 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 133 1,111.81 Lacs) Lacs) 1,111.81 As at As ` 31 March 2017 31 March Mortality 2006-08 Indian Assured Lives Lives Indian Assured As at As 1,158.15 Lacs (2017: Lacs 1,158.15 ` 31 March 2018 31 March particular investment. benefit and will thus result the above cost of providing in the ultimate in an increase result of the liability. in the value in an increase be worse turning out to the risk of actual experience to is exposed The Company liability. the assumption. to compared of salary in of increase in the rate Deviation of plan participants in future. rate increase the present determine in salary used to of increase the rate for plan participants from future liability. a bearing on the plan's will have of obligation value Particulars Discount rate of salary increase rate Expected age for current at retirement Longevity Average beneficiaries of the plan (years) turnover Rate of employee 5 YearUpto 5 YearAbove p.a. 4.00% p.a. 4.00% p.a. 7.40% p.a. 7.15% p.a. 34.00% p.a. 11.00% p.a. 11.00% p.a. 11.00% Interest riskInterest risk Longevity will rates in interest A fall rates. in interest of fall the risk to the Company The plan exposes of the has used certain mortality attrition assumptions in the valuation and The Company RiskSalary with the assumption of salary of the defined benefit plan is calculated value The present Investment riskInvestment on any return the expected to of losses relative of occurrence or likelihood The probability salary risk and longevity risk. salary risk and longevity
Payment of Gratuity Act, 1972. The defined benefit plan is administered by a third-party insurer (Life Insurance Insurance (Life insurer a third-party by 1972. The defined benefit plan is administered Act, of Gratuity Payment the assets to policy with regard for the investment is responsible insurer of India). This third-party Corporation of the plan. 5 has completed the employee provided at the time of retirement/resignation service payable of completed of continuous service. years The employees of the Company are members of a retirement contribution plan operated by the government. the government. by contribution plan operated members of a retirement are of the Company The employees contribution the retirement cost to of payroll specified percentage a contribute to is required The Company the make the plan is to to respect with The only obligation of the Company fund the benefits. scheme to specified contributions. Benefits Expense. head Employee under the and Loss of Profit in the Statement has been recognised personnel is disclosed in managerial plans for key defined contribution the contributions to Information about 38. note b) as follows: were valuations The principal assumptions used for the purposes of the actuarial
basic salary for each year final 15 days’ lump-sum amounting to a to entitled are Under the plan, the employees risk, rate interest risk, investment are is exposed the Company to which risks The principal actuarial a) under the covered plan for qualifying employees, sponsors funded defined benefit (Gratuity) The Company 36.2 Defined benefit plan aggregating Fund Provident to contribution The Company’s of the Company. fund) for all qualifying employees contribution plan (Provident defined operates The Company 36. Benefits Employee plans 36.1 Defined contribution NOTES NOTES 2018 31 March ended for the year the financial statements to NOTES to the financial statements for the year ended 31 March 2018
c) Amount recognised in statement of profit and loss in respect of these defined benefit plan.
For the year For the year Particulars ended ended 31 March 2018 31 March 2017 Current service cost 252.28 221.26 Net interest cost 14.35 11.91 Components of defined benefits costs recognised in profit or loss. 266.63 233.17 Remeasurements on the net defined benefit liability: - Return on plan assets, excluding amount included in interest expense/ (16.14) (14.63) (income) - Actuarial (gain) / loss from change in demographic assumptions (107.12) - - Actuarial (gain) / loss from change in financial assumptions (22.44) 44.46 - Actuarial (gain) / loss from change in experience adjustments 20.79 (69.96) Total amount recognised in other comprehensive income (124.91) (40.13) Total 141.72 193.04 d) The amount included in the balance sheet arising from Company’s obligation in respect of its defined benefit plan is as follows:
As at As at Particulars 31 March, 2018 31 March, 2017 Present value of funded defined benefit obligation 1,343.48 1,341.11 Fair value of plan assets 1,150.26 1,140.29 Net asset arising from defined benefit obligation 193.22 200.82
e) Movement in the present value of the defined benefit obligation are as follows:
For the year For the year Particulars ended ended 31 March 2018 31 March 2017 Present value of obligations as at beginning of the year 1,341.10 1,208.01 Current service cost 252.28 221.26 Interest cost 95.82 92.95 Remeasurements (gains) / losses: - Actuarial (gain) / loss from change in demographic assumptions (107.12) - - Actuarial (gain) / loss from change in financial assumptions (22.44) 44.46 - Actuarial (gain) / loss from change in experience adjustments 20.79 (69.96) Benefits paid (236.95) (155.64) Closing defined benefit obligation 1,343.48 1,341.10
f) Movement in the fair value of the plan assets are as follows.
For the year For the year Particulars ended ended 31 March 2018 31 March 2017 Opening fair value of plan assets 1,140.29 1,053.23 Interest income 81.47 81.04 Remeasurement (gains) / losses: - Return on plan assets, excluding amount included in net interest expense 16.14 14.63 Contributions from the employer 149.31 147.03 Benefits paid / transferred (236.95) (155.64) Closing fair value of plan assets 1,150.26 1,140.29
134 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 135 In lacs 295.41 632.02 632.02 814.29 545.64 `
31 March 201831 March 2017 31 March 31 March 201831 March 2017 31 March 6.10% -5.40% 6.60% -5.90% 0.00% 0.00% 0.00% 0.00% -5.60% 6.20% -6.10% -6.70% -4.90% 0.90% -7.20% -2.80% Decrease Increase Decrease Increase 380.03 lacs to its gratuity plan for the next year. plan for the next its gratuity lacs to 380.03 ` Expected cash flows over the next (valued on undiscounted basis): on undiscounted (valued the next over cash flows Expected 1 year 6 to 10 years 6 to 2 to 5 years 2 to than 10 years More provided by the Company. Any deficit in the assets arising as a result of such valuation is funded by the is funded by of such valuation arising as a result deficit in the assets Any the Company. by provided Company. Salary growth rate (- / +1%) rate Salary growth base due to to % change compared sensitivity (- / +50%) rate Attrition base due to to % change compared sensitivity (- / +10%)Mortality rate base due to to % change compared sensitivity 1,267.67 1,427.05 1,277.24 1,259.23 1,343.02 1,355.65 1,431.61 1,343.93 1,244.52 1,340.69 1,379.02 1,341.53 Particulars (- / +1%)Discount rate to base due to % change compared sensitivity 1,425.08 1,270.61 1,429.68 1,262.23 Particulars (base)Defined benefit obligation 1,343.48 1,341.11
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, discount rate, benefit obligation are of the defined assumptions for the determination Significant actuarial been determined have below The sensitivity analysis and mortality. attrition rate increase, salary expected period, at the end of the reporting changes of the assumptions occurring possible based on reasonable is as follows: of sensitivity analysis assumptions constant. The results while holding all other has been calculated using the projected unit credit method at the end of the reporting period, which is the at the end of the reporting method unit credit using the projected has been calculated in the balance sheet. recognised defined benefit obligation asset same as that applied in calculating the above. 36.2b note to change in assumptions refer The insurance for a period of one year. basis and is guaranteed on yearly is declared rate which the interest happening during the year outgoes of all gratuity payment as part makes of the policy rules, Company, However, the liquidity risk. thus, mitigates sufficiency of funds under the policy). The policy, (subject to of liabilities. the duration to compared is shorter of assets being a cash accumulation plan, the duration in interest the significant fall (in particular, rate in interest movement to is exposed Thus, the Company in the asset).” increase without corresponding in liability in a increase which should result rates, benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another would that the change in assumptions benefit obligation as it is unlikely be correlated. as some of the assumptions may
of the defined benefit obligation value the present analysis, sensitivity the above in presenting Furthermore, For the sensitivity analysis. for the prior periods in preparing of valuation in no change in the method There h) strategies: matching liability Asset plan in cash accumulation year-on-year which is basically a policy, insurance has purchased The Company i) future cash flows. Effect of plan on entity’s data employee based on the latest carries out a funding valuation a) Company the insurance year, Every b) contribute to expects The Company c) cashflows). (based on discounted of the defined benefit obligation is 6 years duration average Weighted of the actual change in the defined not be representative may above presented The sensitivity analysis
g) g) NOTES NOTES 2018 31 March ended for the year the financial statements to NOTES to the financial statements for the year ended 31 March 2018
37. Subsidiaries and Joint Ventures. 37.1 Details of the Company’s subsidiaries at the end of the reporting period are as follows: Proportion of ownership interest Sr. Place of incorporate and voting rights held Name of subsidiary Principal activity No. and operation As at As at 31 March 2018 31 March 2017 1 Hypercity Retail (India) Retailing a variety of household India - 51.04% Limited (Refer Note 31) and consumer products (including food, groceries, fashion and other general merchandise) through departmental stores 2 Crossword Bookstores Retailing in books and India 100% 100% Limited other allied items through departmental stores operated by self or by franchisees 3 Shoppers’ Stop Services Services India 100% 100% (India) Limited 4 Upasna Trading Limited Supervising distribution and India 100% 100% logistics operations 5 Shoppers’ Stop.com Services India 100% 100% (India) Limited 6 Gateway Multichannel Catalogue retailing India 100% 100% Retail (India) Limited 37.2 The Company has given corporate guarantee to banks for loans taken by subsidiaries – Refer Note 29 (ii) (b). 37.3 Interest In Joint Ventures: The Company’s interests, as a venturer, in a jointly controlled entities are as follows:
Proportion of ownership interest Place of incorporate and voting rights held Name Principal activity and operation As at As at 31 March 2018 31 March 2017 Nuance Group (India) Private Limited Airport retailing India - 50.00% (Refer Note 31) Timezone Entertainment Private Limited Entertainment India - 48.42% (Refer Note 31)
136 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 137 Total Key Personnel Management Ravi Raheja Ravi Neel Raheja B.S. Nagesh Nitin Sanghavi Deepak Ghaisas Nirvik Singh Abanti Sankaranarayanan 2017) 26 October Thomas (upto Gareth Manish Chokhani Joint Ventures the directors the directors and e above) are directors/ are trustees (refer d (refer trustees Entities in which Chief Executive OfficerChief Executive Chief Financial Officer SecretaryCompany 09 January 2018) Suri (w.e.f Rajiv 22 December 2017) (upto Chakravarti Sanjay Sanghavi Bharat Limited* Private Corp. K. Raheja Limited*, Malls (India) Private Inorbit Limited*, Private K. Raheja Limited*, India Private and Trading Properties Avacado Limited* Private Hotels Chalet & Warehousing Magna Limited*, Private Properties Trion of India Association Retailers Limited*, Distribution Private Foundation; Trrain Ltd., Associates Sanghavi of India Association & Retail for Retailers Trust 2018) 15 February (upto Limited. Private Entertainment Timezone Crossword Bookstores Limited Bookstores Crossword (India) Limited. Multi Channel Retail Gateway Limited. Upasna Trading Limited. Services (India) Shoppers Stop (India) Limited. Shoppers Stop.com Directors:Non Executive Chandru L. Raheja (29.26) - - - (29.26) (6,719.00) - - - (6,719.00) Subsidiaries
directors / trustees directors
Trading transactions Trading Purchase of Merchandise Limited Bookstores Crossword (India) Limited Retail Hypercity parties Loan to related Loan Given (India) Limited Retail Hypercity 3.11 11.64 14.75 11,900.00 - - - - 11,900.00 ------14.75 - - - - 11,900.00 Nature (c)(d) directors Promoter is director Entities in which director Limited*, Private and Hotels Properties Ivory Neel C. Raheja C. Raheja, Ravi C.L. Raheja, (e) are Entities in which other directors (f) Joint Ventures 2017) 06 October (upto Limited (India) Private Nuance Group (a) Subsidiaries(b) Management Personnel Key 2017) 30 November (upto (India) Limited Retail Hypercity Director: Executive Shrikhande Govind
Following are the transactions with related parties with related the transactions are Following
38. 38. Disclosures Party Related parties and description of relationship: Names of related NOTES NOTES 2018 31 March ended for the year the financial statements to NOTES to the financial statements for the year ended 31 March 2018
Entities in which the directors Key Nature Subsidiaries are directors/ Joint Ventures Management Total trustees (refer d Personnel and e above) Recovery of Loan 21,319.00 - - - 21,319.00 Hypercity Retail (India) Limited 21,319.00 - - - - Gateway Multi Channel Retail - - - - - (India) Limited (11,800.00) - - - (11,800.00) Compensation to key management personnel Remuneration to managing - - - 499.16 499.16 director Short-term benefits - - - 480.71 480.71 Post employment benefits - - - 18.45 18.45 Share based payments ------(453.92) (453.92) Remuneration to Company 43.63 43.63 Secretary Short term benefits - - - 42.31 Post employment benefits - - - 0.46 Share based payments - - - 0.86 (68.23) (68.23) Remuneration to Chief 100.22 100.22 Executive Officer Short term benefits - - - 100.22 Post employment benefits - - - - Share based payments - - - - (267.43) (267.43) Remuneration to Chief 100.65 100.65 Financial Officer Short term benefits - - - 100.65 Post employment benefits - - - - Share based payments ------(104.72) (104.72) Other related party transactions Purchase of Assets 10.39 - - - 10.39 Hypercity Retail (India) Limited 0.90 - - - - Crossword Bookstores Ltd 9.49 ------Payment of conducting fees/ 74.14 6,318.50 - - 6,392.64 Lease Rent/ Common Area Maintenance Charges Ivory Properties and Hotels - 1,716.44 - - - Private Limited* Inorbit Malls (India) Private - 3,098.49 - - - Limited* Hypercity Retail (India) Limited 74.14 - - - - Chalet Hotels Private Limited* 143.79 Genext Hardware and Parks 172.55 Private Limited* Trion Properties Private - 975.83 - - - Limited* (83.64) (6,331.68) (6,415.32)
138 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 139 - Total Key Personnel Management Joint Ventures 20.52 20.52 the directors the directors and e above) are directors/ are trustees (refer d (refer trustees Entities in which - - 49.64 - 0.88 - (50.70) - 527.38 - - 155.75 ------(50.70) ------5.14 - - 64.00 - 7.94 - - - - - 38.72 683.13 - - 721.86 (19.40) - - - (19.40) (66.72) (94.19) - - (160.91) (21.84) (83.75) (1.25) (106.84) (40.30) (40.30) (521.83) - - - (521.83) (1,998.93) - - - (1,998.93) (5,023.28) - - - (5,023.28) Subsidiaries
Hypercity Retail (India) Limited (India) Limited Retail Hypercity Limited Bookstores Crossword SOH Expenses Paid (India) Limited Retail Hypercity Received Interest - Limited Bookstores Crossword - (India) Limited Retail Hypercity Deposits Paid - Inorbit Malls (India) Private 88.12 631.48 - Limited* Private Properties Trion - - Limited* 719.60 and Parks Hardware Genext Limited* - Private - - of Expenses Reimbursement - paid - Inorbit Malls (India) Private - Limited* - Limited Bookstores Crossword - (India) Limited Retail Hypercity - - Private Properties Trion - Limited* - - 21.36 71.03 Expenses recovered - 17.37 (India) Limited Retail Hypercity Limited Bookstores Crossword - made - Investments (India) Limited Retail Hypercity - - - 328.62 Shares 6.34- Preference - Pvt. Entertainment Timezone Ltd. - 334.86 719.60 ------71.03 ------334.86 - - - Retailers Association of India Association Retailers Ltd. Associates Sanghavi Pvt. Ltd. Circle Trrain & for Retailers CSR – Trust of India Association Retail Inorbit Malls (India) Private Limited* - costs Share based payment - 5.51 10.06 0.77 ------Nature Expenses PaidB. S. Nagesh Pvt. Ltd.* Corp. K. Raheja Limited*Juhu Beach Resorts unit JW Marriott Sahar Mumbai Pvt. Ltd.* Hotels of Chalet - - - - 0.10 1.63 95.14 ------0.95 0.95 96.09 NOTES NOTES 2018 31 March ended for the year the financial statements to NOTES to the financial statements for the year ended 31 March 2018
Entities in which the directors Key Nature Subsidiaries are directors/ Joint Ventures Management Total trustees (refer d Personnel and e above) Deposit received back - 197.18 - - 197.18 Trion Properties Private - 197.18 Limited* (116.72) - - - (116.72)
Transfer of Loyalty Points 35.44 - - - 35.44 Hypercity Retail (India) Limited 35.44 ------Receipt of Loyalty points 20.61 - - - 20.61 Hypercity Retail (India) Limited 20.61 ------Sharing of Group Loyalty Data - - - - - (Income) Crossword Bookstores Limited - - - - - Hypercity Retail (India) Limited - - - - - (8.60) (8.60) Sharing of Group Loyalty Data - - - - - (Expenses) Crossword Bookstores Limited - - - - - Hypercity Retail (India) Limited - - - - - (2.66) - - - (2.66) Commission and Sitting fees to Non-Executive Directors Chandru L. Raheja 3.50 Ravi Raheja 4.60 Neel Raheja 3.50 B.S. Nagesh 6.50 Nitin Sanghavi 8.10 Deepak Ghaisas 9.70 Nirvik Singh 3.50 Abanti Sankaranarayanan 3.50 Gareth Thomas 1.00 Manish Chokhani 6.70 - - - (48.80) (48.80)
140 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 141 - Dr. - Dr. (2.69) Dr. (1.48) Dr. 109.37 109.37 (109.85) Cr. (769.99) Dr. (454.16) Dr. (963.47) Dr. (2,329.10) Dr. (9,653.23) Dr. (1,000.08) Dr. Nil). This assessment is undertaken each financial year through examining the financial position of the examining through each financial year Nil). This assessment is undertaken `
appropriate return to shareholders and maintain a cost efficient capital structure. The Company determines the determines The Company structure. and maintain a cost efficient capital shareholders to return appropriate capital, plan, including, for working year and a five on the basis of an annual budget amount of capital required in subsidiary companies. The Company’s investment and strategic technology, in stores, capital investment and short-term of both long-term accruals and a combination internal through met are funding requirements capital and based on the working CAPEX requirement loan for it’s long term raise Company Majorly borrowings. capital loans. utilise the working requirement Receivables Services (India) Limited Shoppers Stop Limited (India) Shoppers Stop.Com (India) Limited Retail Hypercity Limited* Private Hotels and Properties Ivory Limited*Inorbit Malls (India) Private Limited* Private and Parks Hardware Genext (India) Limited Multi Channel Retail Gateway for in the books # All the amount is provided Limited Private Entertainment Timezone Limited* Private Properties Trion Limited Bookstores Crossword 29(ii)(b) Note subsidiaries – Refer by for loans taken banks to guarantee corporate has given The Company 1.51 year. previous pertain to in bracket The figure on the reported been per Ind AS 24 definition. These parties have Ltd. Shoppers Stop to not related 1,010.52 * These parties are 2.72 2013. party the Companies Act under basis of their classification as related with related parties and conditions of transactions Terms length in arm’s those that prevail to equivalent made on terms parties are related from and purchases The sales to 63.58 occurs in cash. and settlement free and interest unsecured are at the year-end Outstanding balances transactions. 179.55 ended 31 the year For or payables. party receivables related for any or received provided been no guarantees have There 846.31 2,329.10 # parties related by amounts owed to relating impairment of receivables any has not recorded the Company 2018, March 2017: (31 March - 285.96 744.74 related party and the market in which the related party operates. party operates. the related in which party and the market related Balance outstanding at the year end the year at Balance outstanding Payable Limited Upasna Trading
39. Financial Instruments 39. A. Capital risk management continuity as a going concern, provide safeguard to when managing capital are objectives The Company’s NOTES NOTES 2018 31 March ended for the year the financial statements to NOTES to the financial statements for the year ended 31 March 2018
The Company monitors capital on the basis of total debt to total equity on a periodic basis. The following table summarises the capital of the Company:
As at As at Capital 31 March 2018 31 March 2017 ` in lacs ` in lacs Long term borrowings (including current maturities) 7,976.77 37,294.31 Short term borrowings 761.12 20,295.86 Total debt 8,737.89 57,590.17 Equity share capital 4,398.03 4,175.24 Other equity 90,938.59 71,900.37 Total equity 95,336.62 76,075.61 Debt Equity Ratio 0.09 0.76 The Company’s objective is to keep the debt equity ratio below 1 which it has achieved in both these years. B. Financial risk management availing short-term working capital demand A wide range of risks may affect the Company’s loans with interest rates negotiated from business and operational / financial performance. time to time so that the Company has The risks that could have significant influence an effective mix of fixed and variable rate on the Company are market risk, credit risk and borrowings. Interest rate sensitivity analysis liquidity risk. The Company’s Board of Directors shows that an increase / decrease of fifty reviews the short term and long term budgets basis points in floating interest rates would and sets out policies for managing these risks and result in decrease / increase in the Company’s monitors suitable actions taken by management profit before tax by approximately ` 188 lacs to minimise potential adverse effects of such (2017: ` 283 lacs). risks on the Company’s operational and financial Currency risk: The Company’s significant performance. transactions are in Indian Rupees and (a) Market risk: therefore there is minimal foreign currency risk. Generally, the Company fully covers Market Risk is the risk that changes in market the foreign currency risk for transactions place could affect the future cash flows to the in foreign currency which are primarily for Company. The market risk for the Company import of merchandise, by entering into arises primarily from product price risk, forward cover contracts to hedge foreign interest rate risk and, to some extent, foreign currency exposure. Also Refer Note 34 for the currency risk. forward cover contracts outstanding at the Product price risk: In a potentially inflationary end of the reporting period. economy, the Company expects periodical (b) Credit risk: price increases across its retail product lines. Product price increases which are not in line Credit risk is a risk that the counterparty will with the levels of customers’ discretionary default on its contractual obligation resulting spends, may affect the business / retail in financial loss to the Company. The credit sales volumes. In such a scenario, the risk risk for the Company primarily arises from is managed by offering judicious product credit exposures to trade receivables (mainly discounts to retail customers to sustain institutional customers), deposits with volumes. The Company negotiates with its landlords for store properties taken on leases vendors for purchase price rebates such that and other receivables including balances with the rebates substantially absorb the product banks. discounts offered to the retail customers. Trade and other receivables: The Company’s This helps the Company protect itself from retail business is predominantly on ‘cash and significant product margin losses. This carry’ basis which is largely through credit mechanism also works in case of a downturn card collections. The credit risk on such in the retail sector, although overall volumes collections is minimal, since they are primarily would get affected. owned by customers’ card issuing banks. The Interest risk: The Company is exposed to Company has adopted a policy of dealing interest rate risk primarily due to borrowings with only credit worthy counterparties having floating interest rates. The Company in case of institutional customers and uses available working capital limits for the credit risk exposure for institutional
142 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 143 in lacs in lacs ` ` Carrying amounts 27,200.00 - 5,802.25 As atAs at As in lacs in lacs 464.14 14,688.58 ` ` Between Between 2,500.00 9,500.00 32,200.00 1 and 5 years 31 March 2018 31 March 2017 31 March in lacs ` guarantees, grounded on the Company’s on the Company’s grounded guarantees, actual experience. as at undrawn which were financing facilities periods mentioned. the end of reporting not be able to meet its financial obligations its financial meet not be able to its cash and cash on a timely basis through of way by and funds available equivalents, banks. from facilities credit committed and forecasts flow cash rolling monitoring and assets of financial maturity profiles includes financial liabilities. This monitoring the accessibility account into and takes ratios additional and of cash and cash equivalents facilities. financing undrawn period of contractual (remaining profile of the date) maturity at the balance sheet based on financial liabilities Company’s cash flows. undiscounted contractual Less than 1 year Less The Company has access to following following to access has Company The by may is a risk that the Company Liquidity risk risk liquidity the manages Management maturity the summarises below table The
Undrawn financing facility Undrawn Capital Facilities Secured Working Amount Used Amount UnusedTotal 31,735.86 12,511.42 At 31 March 2017 31 March At Unsecured Working Capital Facilities Unsecured Working Amount Used Amount UnusedTotal 2,500.00 3,697.75 Borrowings (long term and short term) term (long Borrowings payableInterest and other accruals payables Trade 2018 31 March At and short term) term (long Borrowings payableInterest and other accruals payables Trade 36,593.49 20,996.68 33,019.28 4761.12 57,590.17 48,861.23 3976.77 165.88 8,737.89 33,019.28 0.13 48,861.23 165.88 0.13 no amounts are recognised based on the based on the recognised no amounts are for of the liability adequacy test results the entities by deficiency / defaults likely has given on whose behalf the Company customers is managed by the Company by by the Company by is managed customers The Company checks. worthiness credit on lease deposits risk also carries credit taken properties for store with landlords signed are agreements on leases, for which for timely taken possessions and property refunds to risk relating The operations. store is managed through shut down store after legal or appropriate successful negotiations necessary. actions, where been minimal. have disputes and customer consist and other receivables Trade Further, across number of customers, of a large is not hence, the Company geographies, risks. concentration to exposed
In respect of financial guarantee contracts, contracts, guarantee financial of respect In NOTES NOTES 2018 31 March ended for the year the financial statements to The Company’s experience of delinquencies of experience Company’s The Risk: Liquidity (c) NOTES to the financial statements for the year ended 31 March 2018
C. Fair Value Measurements (i) Financial assets and liabilities that are measured at amortised cost:
As at As at 31 March 2018 31 March 2017 ` in lacs ` in lacs Financial Assets (amortised cost): Loans to subsidiary companies 766.26 10,348.59 Trade receivables 4,372.44 3,574.66 Cash & Cash equivalents 457.63 295.03 Other bank balances 65.57 207.67 Other financial assets 11,970.64 16,784.61 - Premises and other deposits 11,426.59 12,985.47 - Others 544.05 3,799.14 Financial Liabilities (amortised cost): Borrowings – long term 3,976.77 20,996.68 Borrowings – short term 4,761.12 36,593.49 Trade payables 48,861.23 33,019.28 Other financial liabilities 4,030.99 3429.94 The fair values of the above financial assets and liabilities approximate their carrying amounts. (ii) Financial assets and liabilities that are measured at fair value on a recurring basis as at the end of each reporting period:
Financial assets / Fair value as at Fair value Financial liabilities 31 March 2018 31 March 2017 hierarchy Fair Value through Profit and Loss Forward foreign currency contracts Assets ` 0.39 lacs Liabilities ` 0.26 lacs Level 2 Investment in Mutual Funds Assets ` 2,003.55 lacs Nil Level 1 Fair Value through OCI Investment in Future Retail Limited Assets ` 26,241.01lacs Nil Level 1 Valuation technique and key input used: Fair value is determined using discounted future cash flows which are estimated based on forward exchange rates at the end of the reporting period, discounted at a rate that reflects the credit risk of the Company. The fair values of the quoted instruments (Investment in Mutual funds and Future Retail Limited) are based on the price quotations at the reporting date.
40. STANDARDS ISSUED BUT NOT YET EFFECTIVE IND-AS 115 was notified on 28 March 2018 and is effective for the Company in the first quarter of fiscal 2019. The Company has established an implementation team to implement IND-AS 115 related to the recognition of revenue from contracts with customers and it continues to evaluate the changes to accounting system and processes and additional disclosure requirements that may be necessary. A reliable estimates of the quantitative impact of IND-AS 115 on the financial statements will only be possible once the implementation project has been completed.
41. The previous year figures have been audited by an audit firm other than S R B C & Co LLP. The previous year’s figures have been regrouped / reclassified wherever necessary.
In terms of our report of even date For and on Behalf of the Board of Directors For S R B C & CO LLP C.L. Raheja Ravi Raheja Govind S. Shrikhande ICAI Firm Reg. No. 324982E / E300003 Chairman Director Customer Care Associate & Chartered Accountants DIN: 00027979 DIN: 00028044 Managing Director DIN: 00029419 Vijay Maniar Vijay Jain Bharat Sanghavi Partner Customer Care Associate & Customer Care Associate & Membership No. 36738 Dy. Chief Financial Officer Company Secretary
Mumbai: 27 April 2018 Mumbai: 27 April 2018
144 Annual Report 2017-2018
STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS
ii.Timezone Entertainment Private Ltd. financials are consolidated by the Group till 15th February,2018 (Refer Note 35(b)(ii) of 35(b)(ii) Note (Refer February,2018 15th till Group the by consolidated are financials Ltd. Private Entertainment ii.Timezone consolidated financial statements) financial consolidated
145
i. Nuance Group (India) Private Limited financials are consolidated by the Group till 6th October’2017 (Refer Note 35(b)(ii) of of 35(b)(ii) Note (Refer October’2017 6th till Group the by consolidated are financials Limited Private (India) Group Nuance i. consolidated financial statements) financial consolidated
Note :- Note
* The Group has disposed off these joint ventures during the F.Y.2017-18 ( Refer Note 35(b)(i) of consolidated financial stateme financial consolidated of 35(b)(i) Note Refer ( F.Y.2017-18 the during ventures joint these off disposed has Group The * nts.
Figures in bracket pertains to previous year previous to pertains bracket in Figures
2. Not considered in consolidation in considered Not 2. - - - -
Loss for F.Y.2016-17 for Loss 343)(282.26) (344.39)
in Lacs) Profit for the year (Refer Note below) Note (Refer year the for Profit Lacs) in ( consolidation in Considered 1. 5.22 137.89 137.89 5.22 ` `
16.2 (983.02) (1862.72)
Networth attributable to shareholding as per latest audited Balance Sheet Balance audited latest per as shareholding to attributable Networth - - - -
500)-2444.62 (580.00)
in Lacs) in ( Ventures Joint in Investments of Amount - - - - `
4400.0 (24446247.00) (41410000.00)
10/- each fully paid * paid fully each 10/- of value (Face shares equity of No. i Nil Nil `
5.0)(48.42%) (50.00%)
Share of Joint Ventures held on the year end * end year the on held Ventures Joint of Share - - - -
(31 March'2017) (31 March'2017) (31 March'2017) (31
Latest audited Balance Sheet Date * Date Sheet Balance audited Latest 31 March'2018 31 March'2018 31 March'2018 31
Private Limited* Private
(India) Pvt. Ltd.* Pvt. (India)
Entertainment Entertainment Name of the Joint Ventures Joint the of Name
Nuance Group Group Nuance
Timezone Timezone
lacs) in amounts (All `
PART B : JOINT VENTURES VENTURES JOINT : B PART Annexure
*** Hypercity ceaese to be subsidiary w.e.f 1 December'2017. 1 w.e.f subsidiary be to ceaese Hypercity ***
** Total Liabilities = Non Current Liabilities + Current Liabilities Current + Liabilities Current Non = Liabilities Total **
* Total Assets = Non Current Assets + Current Assets Current + Assets Current Non = Assets Total *
Limited *** Limited
INR 15,103.03 (17,055.69) 48,630.87 50,583.53 - 75,776.04 (6,081.90) - (6,081.90) - - India - - (6,081.90) - (6,081.90) 75,776.04 - 50,583.53 48,630.87 (17,055.69) 15,103.03 INR (India) Retail Hypercity 6
Limited
5 Shoppers Stop.com (India) (India) Stop.com Shoppers 5 INR 5.00 (3.98) 3.95 2.93 - 0.32 (0.01) - (0.01) - 100% India 100% - (0.01) - (0.01) 0.32 - 2.93 3.95 (3.98) 5.00 INR
Limited
4 Shoppers Stop Services (India) (India) Services Stop Shoppers 4 INR 5.00 1.95 8.67 1.73 - 0.07 (0.33) - (0.33) - 100% India 100% - (0.33) - (0.33) 0.07 - 1.73 8.67 1.95 5.00 INR
(India) Limited (India)
3 Gateway Multi Channel Retail Retail Channel Multi Gateway 3 INR 5.00 (4,507.58) 30.15 4,532.73 - 0.33 (0.44) - (0.44) - 100% India 100% - (0.44) - (0.44) 0.33 - 4,532.73 30.15 (4,507.58) 5.00 INR
2 Upasna Trading Limited INR 5.00 13.41 161.62 143.38 - - (0.67) - (0.67) - 100% India 100% - (0.67) - (0.67) - - 143.38 161.62 13.41 5.00 INR Limited Trading Upasna 2
1 Crossword Bookstores Limited INR 1,356.25 (1,367.56) 5,955.53 5,966.84 - 10,665.65 (503.19) - (503.19) - 100% India 100% - (503.19) - (503.19) 10,665.65 - 5,966.84 5,955.53 (1,367.56) 1,356.25 INR Limited Bookstores Crossword 1
tax
distribution distribution
Taxation Dividend Dividend
Income ** Before Before including including Taxation Taxation
No. Total Total Liabilities * Assets Capital Currency (Loss) (Loss) Dividend Dividend After (Loss) for shareholding
Name of Subsidiary Company Reporting Reporting Company Subsidiary of Name netet Turnover/ Investments Total Total Reserves Share Sr. Profit / / Profit Profit / / Profit Provision Proposed Proposed % of of % Country
(All amounts in in amounts (All lacs) `
PART A : SUBSIDIARIES : A PART
Annexure
of the Companies Act, 2013 Act, Companies the of STATEMENT PURSUANT TO SECTION 129(3) 129(3) SECTION TO PURSUANT STATEMENT INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF SHOPPERS STOP LIMITED the provisions of the Act, the accounting and auditing standards and matters which are required to be included Report on the Consolidated Financial Statements in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in We have audited the accompanying consolidated financial accordance with the Standards on Auditing, issued by the statements of Shoppers Stop Limited (hereinafter referred Institute of Chartered Accountants of India, as specified to as ‘the Holding Company’), its subsidiaries (the Holding under Section 143(10) of the Act. Those Standards require Company and its subsidiaries together referred to as ‘the that we comply with ethical requirements and plan and Group’) and its jointly controlled entities, comprising perform the audit to obtain reasonable assurance about of the consolidated Balance Sheet as at 31 March 2018, whether the financial statements are free from material the consolidated Statement of Profit and Loss and misstatement. consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies An audit involves performing procedures to obtain and other explanatory information (hereinafter referred to audit evidence about the amounts and disclosures in as ‘the consolidated financial statements’). the consolidated financial statements. The procedures selected depend on the auditor’s judgement, including Management’s Responsibility for the Consolidated the assessment of the risks of material misstatement Financial Statements of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the The Holding Company’s Board of Directors is responsible auditor considers internal financial control relevant to for the preparation of these consolidated financial the Holding Company’s preparation of the consolidated statements in terms of the requirement of the Companies financial statements that give a true and fair view in Act, 2013 (‘the Act’) that give a true and fair view order to design audit procedures that are appropriate of the consolidated financial position, consolidated in the circumstances. An audit also includes evaluating financial performance and consolidated cash flows of the appropriateness of accounting policies used and the Group and jointly controlled entities in accordance the reasonableness of the accounting estimates made with accounting principles generally accepted in India, by the Holding Company’s Board of Directors, as well as including the Companies (Accounting Standards) Rules, evaluating the overall presentation of the consolidated 2006 (as amended) specified under Section 133 of the financial statements. We believe that the audit evidence Act, read with the Companies (Accounts) Rules, 2014. obtained by us and the audit evidence obtained by the The respective Board of Directors of the companies other auditors in terms of their reports referred to in included in the Group and its jointly controlled entities paragraph (a) of the Other Matters paragraph below, is are responsible for maintenance of adequate accounting sufficient and appropriate to provide a basis for our audit records in accordance with the provisions of the Act for opinion on the consolidated financial statements. safeguarding of the assets of the Group and its jointly controlled entities and for preventing and detecting frauds Opinion and other irregularities; the selection and application of appropriate accounting policies; making judgements In our opinion and to the best of our information and and estimates that are reasonable and prudent; and according to the explanations given to us, the aforesaid the design, implementation and maintenance of consolidated financial statements give the information adequate internal financial controls, that were operating required by the Act in the manner so required and give effectively for ensuring the accuracy and completeness a true and fair view in conformity with the accounting of the accounting records, relevant to the preparation and principles generally accepted in India of the consolidated presentation of the financial statements that give a true state of affairs of the Group as at 31 March 2018, their and fair view and are free from material misstatement, consolidated profit, and their consolidated cash flows for whether due to fraud or error, which have been used for the year ended on that date. the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as Emphasis of Matter aforesaid. We draw attention to Note 29 to the consolidated financial statements regarding non provision of retrospective levy Auditor’s Responsibility of service tax for the period from 01 June 2007 to 31 Our responsibility is to express an opinion on these March 2010 on renting of immovable properties given for consolidated financial statements based on our audit. commercial use, aggregating to ` 2010.90 lacs, pending While conducting the audit, we have taken into account final disposal of the appeal filed before the Supreme Court.
146 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 147 ‘Annexure 1’ ‘Annexure the impact of pending litigations on its the impact of pending litigations financial position of the Group consolidated the consolidated 28 to Note entities – Refer financial statements; including contracts losses in long term ended during the year contracts derivative 2018. 31 March the to be transferred, to amounts, required the by Fund and Protection Education Investor incorporated its subsidiaries Holding Company, in India. financial statements comply with the Companies comply financial statements 2006 (as amended) Rules, Standards) (Accounting with the read 133 of the Act, specified under Section 2014; Rules, Companies (Accounts) as on of the Holding Company the directors from of the Board by on record 2018 taken 31 March the reports and of the Holding Company Directors under appointed who are auditors of the statutory its subsidiary companies of Act, Section 139 of the of in India, none of the directors incorporated in India incorporated companies the Group’s being 2018 from is disqualified as on 31 March of Section 164 (2) in terms as a director appointed of the Act. financial controls of the internal effectiveness these to with reference financial reporting over of the Holding financial statements consolidated and its subsidiary companies incorporated Company in report our separate to in India, refer this report; to with Rule 11 in accordance Report of the Auditor’s 2014, in Rules, and Auditors) the Companies (Audit and the best of our information our opinion and to us: to given the explanations to according S R B C & CO LLP For Accountants Chartered Number: 324982E/E300003 ICAI Firm Registration Maniar Vijay Partner Membership Number: 36738 Mumbai Place of Signature: 27 April 2018 Date: (d) In our opinion, the aforesaid consolidated consolidated the aforesaid In our opinion, (d) (e) received representations the written On the basis of the adequacy and the operating to respect With (f) be included in to the other matters to With respect disclose statements financial consolidated The i. ii. foreseeable material any have did not The Group in transferring has been no delay There iii. 143.12 for ` Company for the year ended 31 March 2017, 2017, ended 31 March for the year Company financial statements, included in these consolidated auditor the predecessor by been audited have an unmodified opinion on those who expressed 2017. on 5 May statements of profit of net share the Company’s in as considered 2018, ended 31 March the year in respect financial statements, the consolidated financial entities whose of 2 Jointly controlled have other financial information statements, financial and whose unaudited not been audited financial information other unaudited statements, the Management. us by been furnished to have amounts and as it relates Our opinion, in so far of these jointly included in respect disclosures of in terms entities, and our report controlled in so the Act sub-sections (3) of Section 143 of jointly controlled the aforesaid to as it relates far unaudited entities, is based solely on such financial and other unaudited financial statement the to information. In our opinion and according the us by to given information and explanations and other Management, these financial statements the Group. to not material financial information are and on Other Legal and our report statements, is not modified below, Requirements Regulatory to with respect matters of the above in respect and other on the financial statements our reliance the Management. certifiedfinancial information by and the best of our knowledge which to explanations the purpose of our audit necessary for belief were financial statements; consolidated of the aforesaid of the aforesaid preparation to relating law by been have consolidation of the financial statements of our examination as it appears from so far kept of the other auditors; and reports those books and consolidated and Loss, of Profit Statement are this Report dealt with by Statement Cash Flow of account; with the books in agreement (b) The consolidated financial statements include statements financial The consolidated (b) financial opinion on the consolidated Our above Requirements on Other Legal and Regulatory Report based on our Section 143 (3) of the Act, by required As to report, we above paragraph audit and Other matters applicable, that: the extent (a) sought and obtained all the information and have We (b) of account as required books our opinion proper In consolidated Balance Sheet, The consolidated (c) Other Matter of the financial statements The consolidated (a) Our opinion is not qualified in respect of this matter. in respect Our opinion is not qualified ANNEXURE 1 To the Independent Auditor’s Report of even date on the Consolidated Financial Statements of Shoppers Stop Limited
Report on the Internal Financial Controls under Clause of internal financial controls over financial reporting with (i) of sub-section 3 of Section 143 of the Companies Act, reference to these consolidated financial statements, 2013 (‘the Act’) assessing the risk that a material weakness exists, and testing and evaluating the design and operating In conjunction with our audit of the consolidated financial effectiveness of internal control based on the assessed statements of Shoppers Stop Limited as of and for the risk. The procedures selected depend on the auditor’s year ended 31 March 2018, we have audited the internal judgement, including the assessment of the risks of financial controls over financial reporting of Shoppers Stop material misstatement of the financial statements, Limited (hereinafter referred to as the ‘Holding Company’) whether due to fraud or error. and its subsidiary companies, which are companies incorporated in India, as of that date. We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit Management’s Responsibility for Internal Financial opinion on the internal financial controls over financial Controls reporting with reference to these consolidated financial statements. The respective Board of Directors of the Holding Company, its subsidiary companies, which are companies Meaning of Internal Financial Controls Over Financial incorporated in India, are responsible for establishing and Reporting with Reference to these Consolidated maintaining internal financial controls based on the internal Financial Statements control over financial reporting criteria established by the Holding Company considering the essential components A Company’s internal financial control over financial of internal control stated in the Guidance Note on Audit reporting with reference to these consolidated financial of Internal Financial Controls Over Financial Reporting statements is a process designed to provide reasonable issued by the Institute of Chartered Accountants of India. assurance regarding the reliability of financial reporting These responsibilities include the design, implementation and the preparation of financial statements for external and maintenance of adequate internal financial controls purposes in accordance with generally accepted that were operating effectively for ensuring the orderly accounting principles. A Company’s internal financial and efficient conduct of its business, including adherence control over financial reporting with reference to these to the respective Company’s policies, the safeguarding consolidated financial statements includes those policies of its assets, the prevention and detection of frauds and and procedures that (1) pertain to the maintenance of errors, the accuracy and completeness of the accounting records that, in reasonable detail, accurately and fairly records, and the timely preparation of reliable financial reflect the transactions and dispositions of the assets information, as required under the Act. of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit Auditor’s Responsibility preparation of financial statements in accordance with generally accepted accounting principles, and that Our responsibility is to express an opinion on the receipts and expenditures of the Company are being made Company’s internal financial controls over financial only in accordance with authorisations of management reporting with reference to these consolidated financial and directors of the Company; and (3) provide reasonable statements based on our audit. We conducted our audit assurance regarding prevention or timely detection in accordance with the Guidance Note on Audit of Internal of unauthorised acquisition, use, or disposition of the Financial Controls Over Financial Reporting (the ‘Guidance Company’s assets that could have a material effect on the Note’) and the Standards on Auditing, both, issued by financial statements. Institute of Chartered Accountants of India, and deemed to be prescribed under Section 143(10) of the Act, to Inherent Limitations of Internal Financial Controls the extent applicable to an audit of internal financial Over Financial Reporting with Reference to these controls. Those Standards and the Guidance Note require Consolidated Financial Statements that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about Because of the inherent limitations of internal financial whether adequate internal financial controls over financial controls over financial reporting with reference to reporting with reference to these consolidated financial these consolidated financial statements, including the statements was established and maintained and if such possibility of collusion or improper management override controls operated effectively in all material respects. of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any Our audit involves performing procedures to obtain audit evaluation of the internal financial controls over financial evidence about the adequacy of the internal financial reporting with reference to these consolidated financial controls over financial reporting with reference to these statements to future periods are subject to the risk that consolidated financial statements and their operating the internal financial control over financial reporting with effectiveness. Our audit of internal financial controls over reference to these consolidated financial statements may financial reporting included obtaining an understanding
148 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 149 S R B C & CO LLP For Accountants Chartered Number: 324982E/E300003 ICAI Firm Registration Maniar Vijay Partner Membership Number: 36738 Mumbai Place of Signature: 27 April 2018 Date: Holding Company considering the essential components considering Holding Company on Audit Guidance Note in the stated control of internal Reporting Financial Over Financial Controls of Internal of India. Accountants of Chartered Institute the issued by Opinion its subsidiary Holding Company, In our opinion, the India, in companies incorporated are companies which internal adequate respects, in all material maintained have, to reference with financial reporting over financial controls and such internal statements financial these consolidated with reference financial reporting over financial controls operating were financial statements these consolidated to based on the internal 2018, as at 31 March effectively the established by criteria financial reporting over control become inadequate because of changes in conditions, because become inadequate of compliance with the policies or or that the degree deteriorate. may procedures CONSOLIDATED BALANCE SHEET as at 31 March 2018
(All amounts in ` Lacs) As at As at Note 31 March 2018 31 March 2017 Assets Non-current assets Property, plant and equipment 3 59,981.81 75,974.10 Capital work-in-progress 3.1 1,534.17 1,472.33 Goodwill on consolidation 3 965.36 9,764.55 Other intangible assets 3 6,316.71 6,509.47 Intangible assets under development 3.1 281.30 527.59 Financial assets i) Investments 4 26,242.61 1,985.85 ii) Trade receivables 5 - 11,000.57 iii) Other financial assets 6 11,956.94 16,319.67 Deferred tax assets (net) 7 1,977.60 429.22 Other non-current assets 8 9,678.12 9,950.72 Total non-current assets 118,934.62 133,934.07 Current assets Inventories 9 35,631.57 57,756.19 Financial assets (i) Investments 4 2,003.55 - (ii) Trade receivables 5 4,771.72 5,682.68 (iii) Cash and cash equivalents 10 534.88 547.83 (iv) Bank balances other than (iii) above 11 68.80 213.09 (v) Other financial assets 6 588.82 4,043.91 Other current assets 8 16,227.84 3,467.41 Total current assets 59,827.18 71,711.11 Total assets 178,761.80 205,645.18 Equity and liabilities Equity Equity share capital 12 4,398.03 4,175.24 Other equity 13 86,045.96 43,747.64 Equity attributable to owners of the Company 90,443.99 47,922.88 Non-controlling interests - 521.06 Total equity 90,443.99 48,443.94 Liabilities Non-current liabilities Financial liabilities i) Borrowings 14 4,400.08 37,095.64 Other financial liabilities 15 61.40 - Total non-current liabilities 4,461.48 37,095.64 Current liabilities Financial liabilities (i) Borrowings 14.3 3,834.77 25,400.31 (ii) Trade payables 16 51,906.81 49,080.56 (iii) Other financial liabilities 15 8,258.91 30,775.98 Provisions 17 821.82 1,002.72 Other current liabilities 18 19,034.02 13,846.03 83,856.33 120,105.60 Total liabilities 88,317.81 157,201.24 Total equity and liabilities 178,761.80 205,645.18 The accompanying Notes 1 to 41 are an integral part of the financial statements. In terms of our report of even date For and on Behalf of the Board of Directors For S R B C & CO LLP C.L. Raheja Ravi Raheja Govind S. Shrikhande ICAI Firm Reg. No. 324982E / E300003 Chairman Director Customer Care Associate & Chartered Accountants DIN: 00027979 DIN: 00028044 Managing Director DIN: 00029419 Vijay Maniar Vijay Jain Bharat Sanghavi Partner Customer Care Associate & Customer Care Associate & Membership No. 36738 Dy. Chief Financial Officer Company Secretary
Mumbai: 27 April 2018 Mumbai: 27 April 2018
150 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 151 Lacs) ` 2,025.40 2,025.40 31 March 2017 31 March For the year ended the year For - 36.40 (All amounts in (3.51) (5.89) (3.51) (5.89) 28.91 28.91 (4.46) 28.91 28.91 (4.46) 32.42 1.42 43.22 - 32.42 1.42 72.48 13.89 (704.89) 49.98 7,543.06 7,543.06 4,497.43 1,755.63 1,755.63 29,141.75 29,141.75 3,214.72 (1,548.38) (68.42) 22,151.79 22,151.79 (7,887.05) 27,386.12 27,386.12 1,189.32 371,325.53 378,817.20 31 March 2018 31 March 363,782.47 363,782.47 374,319.77 DIN: 00029419 For the year ended the year For 33 27 27 27 March 2018 March
Note for the year ended 31 ended for the year
5/- each) 5/- each) 5/- each) ` ` ` 5/- each (2017: 5/- each (2017: 5/- each (2017: ` ` ` ) ) ) ` ` ` ) ) ) ` ` `
Basic ( Basic ( Diluted Basic ( Basic ( Diluted value of face shares Equity Basic ( Basic discontinued operations from Loss in joint ventures / (Loss) of Profit Share / joint ventures operations of discontinued expenses Tax - ( Diluted (6,082.34) 143.12 value of face shares Equity - (8,399.75) (626.64) value of face shares Equity The accompanying Notes 1 to 41 are an integral part of the financial statements an integral 41 are 1 to Notes The accompanying Earning per equity share (for continuing and discontinuing operations) B) Discontinued operations (Loss) for the year from discontinued operations(Loss) for the year C) (A) + (B) / (Loss) for the year Profit D) income Other comprehensive profit or loss Items that will not be reclassified to effect tax Income i) defined benefit obligation of employee Remeasurement (5,939.22) (123.72) (9,026.39) 36.09 21,446.90 (7,837.07) Income tax effect tax Income ii) [D] / (Loss) for the year income Other comprehensive of investments in the value value Fair [C] + [D] Income / (Loss) for the year comprehensive Total attributable to: / (loss) for the year Profit interests Non-controlling - - attributable to: for the year income Other comprehensive of the Company Owners interests Non-controlling - - attributable to: income for the year comprehensive Total Owners of the Companyinterests Non-controlling - - Earning per equity share (for continuing operations) Owners of the CompanyEarning per equity share (for discontinued operations) (696.87) - (2,974.76) (4,109.12) 24,421.66 (2,974.76) (3,727.95) (704.89)(4,145.52) 25,126.55 13.58 (3,741.53) Expenses stock-in-trade of Purchase costs - (increase) of stock-in-trade Changes in inventories Finance expense benefits Employee expenses and amortisation expense Depreciation Total Other expenses item and tax exceptional before Profit tax before Profit Items Exceptional tax expenses Deferred tax tax Current Income 21b 2,477.91 3,201.22 3 21a 22 11,490.46 2,24,315.09 2,31,274.10 11,870.24 31,566.33 23 28,726.77 24 3,768.46 30 5,997.69 90,164.22 (21,598.69) 25 93,249.75 1,282.71 3,304.01 2,093.82 A) Continuing operations Income income operations from Revenue Total Other income 19 3,69,672.43 3,75,690.34 20 1,653.10 3,126.86 Profit for the year from continuing operations for the year Profit Mumbai: 27 April 2018 Mumbai: 27 April 2018 In terms of our report of even date of even of our report In terms S R B C & CO LLPFor 324982E / E300003 No. ICAI Firm Reg. AccountantsChartered of Directors and on Behalf of the Board For ManiarVijay ChairmanPartner 36738Membership No. Director C.L. Raheja DIN: 00027979 & Associate Care Customer DIN: 00028044 Raheja Ravi Managing Director Financial Officer Chief Dy. S. Shrikhande Govind Jain Vijay & Associate Care Customer Secretary Company & Associate Care Customer Sanghavi Bharat
PROFIT AND LOSS AND PROFIT CONSOLIDATED STATEMENT OF STATEMENT CONSOLIDATED CONSOLIDATED CASH FLOW
for the year ended 31 March 2018 STATEMENT (All amounts in ` Lacs) For the For the year ended year ended 31 March 2018 31 March 2017 Operating activities Profit before tax from continuing operations 29,141.75 3,214.72 (Loss) before tax from discontinued operations (5,939.22) (9,026.39) Net (Loss) / profit after exceptional item and tax 23,202.53 (5,811.67) Adjustments to reconcile profit before tax to net cashflow Depreciation and amortisation 11,490.46 11,870.24 Allowance for doubtful debts / advances 270.65 273.04 Share-based payment expense 10.63 65.22 Finance costs 3,768.46 5,997.69 Loss on sale of property, plant and equipment (net) 52.39 1.49 Refundable deposit considered in measurement of minimum lease payments 821.28 1,244.31 Interest (time value) recognised on interest free lease deposit (680.87) (1,027.94) Interest income (1,458.08) (56.74) Exceptional items (21,598.69) 1,282.71 Operating Profit before working capital changes 15,878.76 13,838.35 Working capital adjustment: Decrease in inventories 22,124.62 163.97 Decrease / (Increase) in trade receivables 1,479.02 (5,099.29) (Increase) / Decrease in Financial assets (others) (26,877.51) 1,542.12 (Increase) / Decrease in Other non-current assets (6,880.50) 46.40 Decrease / (Increase) in Lease deposits-net 5,753.89 (1,322.60) Increase in Short term provisions 4.22 153.01 Increase / (Decrease) in Trade payables and other current liabilities 21,886.43 (508.32) Cash generated from operations 33,368.92 8,813.64 Income taxes paid (net of refunds) (3,562.32) (2,410.64) Net cash from operating activities (A) 29,806.60 6,403.00 Investing activities Purchase of property, plant and equipment (11,458.49) (11,415.12) Proceeds from disposal of property, plant and equipment 52.03 272.77 Proceeds from sale of investment in Joint ventures (Refer Note 30) 2,870.43 - Net Proceeds from sale of investments in subsidiary (Refer Note 30) 5,568.62 - Other investments in mutual funds (2,003.55) - Interest received 1,464.39 68.57 Net cash used in investing activities (B) (3,506.57) (11,073.78) Financing activities Proceeds from issue of equity shares 222.79 1.58 Securities premium on issue of share capital 17,918.50 92.89 Issue of share capital to minority shareholders 1,451.07 4,763.76 Dividend and dividend tax paid (753.81) - Proceeds from long term borrowings - 17,679.27 Repayment of long term borrowings (19,426.16) (19,383.01) Short term loans (net) (12,353.97) 1,833.28 Finance costs paid (4,159.83) (5,972.27) Net cash from financing activities (C) (17,101.41) (984.50) Net (Decrease) in cash and cash equivalents (A)+(B)+(C) 9,198.62 (5,655.28) Cash and cash equivalents as at beginning of the year (12,498.51) (6,843.23) Cash and cash equivalents as at the end of the year (3,299.89) (12,498.51) 9,198.62 (5,655.28)
152 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 153 - 6.37 Lacs) ` For the For 3,768.46 3,768.46 year ended year (12,498.51) 31 March 2017 31 March Interest accrued Interest - - - (All amounts in For the For 534.88 534.88 547.83 (3,299.89) (3,834.77) (13,046.34) 4,400.08 4,400.08 63,110.26 63,110.26 397.74 Long term term Long year ended year borrowings borrowings (54,410.15) (4,159.83) 31 March 2018 31 March DIN: 00029419 Mumbai: 27 April 2018 Mumbai: 27 April 2018 In terms of our report of even date of even of our report In terms S R B C & CO LLPFor 324982E / E300003 No. ICAI Firm Reg. AccountantsChartered of Directors and on Behalf of the Board For ManiarVijay ChairmanPartner36738 Membership No. Director C.L. Raheja DIN: 00027979 & Associate Care Customer DIN: 00028044 Raheja Ravi Managing Director Chief Financial Officer Dy. S. Shrikhande Govind Jain Vijay & Associate Care Customer Secretary Company & Associate Care Customer Sanghavi Bharat Note (ii) for liabilities arising from the opening and closing balances between Reconciliation financing activities for the period Accrual Add: Bank overdraft / Cash credit Bank overdraft Add: cash and cash equivalents Total Cash flow Non-Cash Changes movement exchange Foreign maturity Classified as current 31 March 2018 part of the financial statements an integral 41 are 1 to Notes The accompanying 4,300.03 Particulars 31 March 2017 Note (i) and cash equivalents Components of cash 10) 2018 (Note at 31 March as Cash and Cash Equivalents STATEMENT OF CHANGES IN EQUITY for the year ended 31 March 2018
a) Equity share capital No.of shares (`in lacs) Equity shares of `5/- each issued, subscribed and fully paid-up Balance as on 31 March 2016 83,461,946 4,173.10 Issue of equity shares under employee share option plan(note 36) 42,798 2.14 Balance as on 1 April 2017 83,504,744 4,175.24 Issue of equity shares under employee share option plan (Note 36) 60,020 3.00 Issued on preferential basis (Refer Note 12.6) 4,395,925 219.79 Balance as on 31 March 2018 87,960,689 4,398.03
b) Other equity Share Share Securities Debenture application Attributable Non General Retained Options Particulars: Premium Redemption money to owners of controlling Total Reserve earnings Outstanding Account Reserve pending Company Interests Account allotment Balance as on 31 March 2016 47,400.23 1,909.18 (2,676.01) 255.12 420.00 28.75 47,337.27 (122.21) 47,215.06 Loss for the year - - (3,727.97) - - - (3,727.97) (4,109.12) (7,837.09) Other comprehensive loss for the year, net of income tax - - 13.58 - - - 13.58 36.40 49.98 Total comprehensive income for the year - - (3,741.55) - - - (3,741.55) (4,145.52) (7,887.07) Recognition of share-based payments * - - 112.79 (28.17) - - 84.62 - 84.62 Issue of equity shares to Non-controlling interests ------4,763.76 4,763.76 Change in ownership interests - - (25.03) - - - (25.03) 25.03 - Received on issue of shares 121.08 - - - - - 121.08 - 121.08 Shares allotted - - - - - (28.75) (28.75) - (28.75) Balance as on 31 March 2017 47,521.31 1,909.18 (6,329.80) 226.95 420.00 - 43,747.64 521.06 44,268.71 Profit for the year - - 24,421.66 - - - 24,421.66 (2,974.76) 21,446.90 Other comprehensive Profit for the year,net of income tax - - (704.89) - - - (704.89) - (704.89) Total comprehensive income for the year - - 25,126.55 - - - 25,126.55 (2,974.76) 22,151.79 Recognition of share-based payments * - - 172.52 (165.45) - - 7.07 - 7.07 Issue of equity share to Non controlling interests ------1451.07 - Transferred from Debenture redemption reserve - 420.00 - - (420.00) - - - - Payment of dividends on equity shares - - (626.31) - - - (626.31) - (626.31) Payments of tax on dividends on equity shares - - (127.50) - - - (127.50) - (127.50) Received on issue of shares 17,918.50 - - - - - 17,918.50 - 17,918.50 Sale of share in subsidiary companies ------1002.63 1002.63 Balance as on 31 March 2018 65,439.81 2,329.18 18,215.46 61.50 - - 86,045.96 - 86,045.96 * after transfers to retained earnings for options lapsed/exercised.
In terms of our report of even date For and on Behalf of the Board of Directors For S R B C & CO LLP C.L. Raheja Ravi Raheja Govind S. Shrikhande ICAI Firm Reg. No. 324982E / E300003 Chairman Director Customer Care Associate & Chartered Accountants DIN: 00027979 DIN: 00028044 Managing Director DIN: 00029419 Vijay Maniar Vijay Jain Bharat Sanghavi Partner Customer Care Associate & Customer Care Associate & Membership No. 36738 Dy. Chief Financial Officer Company Secretary
Mumbai: 27 April 2018 Mumbai: 27 April 2018
154 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 155 (unadjusted) in active markets for markets in active (unadjusted) or liabilities that the identical assets entity can access at the measurement date; 1, prices included within Level quoted or the asset for observable that are and indirectly; or either directly liability, or liability. for the asset prices quoted 1 inputs are Level inputs, other than 2 inputs are Level inputs unobservable 3 inputs are Level
disclosure purposes in these financial disclosure on such a is determined statements payment for share-based basis, except of Ind within the scope that are transactions within that are AS 102, leasing transactions and measurements the scope of Ind AS 17, but value fair to some similarities that have realisable such as net value, fair not are in use in Ind AS 36. or value in Ind AS 2 value prepared on historical cost basis, except except cost basis, on historical prepared and liabilities that are for certain assets at the end of values at fair measured in the as explained period, each reporting below. accounting policies a liability transfer or paid to sell an asset to market between transaction in an orderly date, participantsthe measurement at that price is directly of whether (regardless using another or estimated observable In estimating the fair technique). valuation the Group a liability, or of an asset value of account the characteristics into takes participants if market or liability, the asset into those characteristics take would or liability, account when pricing the asset date. at the measurement categorised are measurements value fair to 3 based on the degree 1, 2 or Level into measurements value the fair which inputs to and the significance of the observable are in its measurement value the fair inputs to described as follows: which are entirety, y y y These financial statements have been have financial statements These Group incorporate the assets, liabilities, equity, liabilities, equity, the assets, incorporate Group of the Company and cash flows income, expenses as those presented and its subsidiaries and are 2.1.2 and/or for measurement value Fair Consolidation of financial statements 2.2 of the financial statements consolidated The
Measurement Value Fair be received is the price that would value Fair purposes, In addition, for financial reporting The ) and all values are rounded rounded are ) and all values ` Retailing a variety of a variety Retailing household and consumer through products departmental stores Retailing a variety of a variety Retailing household and consumer (including food, products and other fashion groceries, through merchandise) general departmental stores Retailing in books and in books Retailing through other allied items operated departmental stores franchisees self or by by Services Supervising distribution and logistics operations Services Catalogue retailing business Catalogue retailing (Discontinued operations) Indian Rupees ( Indian Rupees otherwise where lacs, except the nearest to indicated. consolidated financial statements have have financial statements consolidated with Indian in accordance been prepared (Ind ASs) notified Standards Accounting under the Companies (Indian Accounting 2015 and other relevant Rules, Standards) 2013 ‘the of the Companies Act, provisions Act’. Accounting Standards (Ind ASs): Standards Accounting Limited (India) Limited * (India) Limited Bookstores Limited Bookstores Services (India) Limited Limited (India) Limited Multichannel Retail Multichannel Retail (India) Limited
2.1.1 Statement of Compliance with Indian Statement of 2.1.1 subsidiary with effect from 01 December 2017. 01 December subsidiary with effect from on 27 April 2018. of directors the board by SN Entity1 Shoppers Stop Business activity 2 Retail Hypercity 3 Crossword 4 Stop Shoppers’ 5 Upasna Trading 6 Stop.com Shoppers’ 7 Gateway
with the Company constitute ‘the Group’. They are are They Group’. ‘the constitute with the Company activities: in the following primarily engaged for issue approved were statements The financial 2. POLICIES SIGNIFICANT ACCOUNTING 2.1 and presentation Basis of preparation * be to ceases (India) Limited Retail Hypercity
1. GENERAL BACKGROUND GENERAL 1. which along has six subsidiaries The Company NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to in presented are The financial statements NOTES to the consolidated financial statements for the year ended 31 March 2018
of a single economic entity. The Company has The carrying amount of the investment is control of the subsidiaries as it has the rights to tested for impairment at each reporting variable returns from its involvement and has the date. ability to affect those returns through its power 2.3 Current versus Non-Current Classification over the subsidiaries. The Group presents assets and liabilities in the The consolidated financial statements are balance sheet based on current / non-current prepared using uniform accounting policies classification. An asset is treated as current when for like transactions and other events in similar it is circumstances. The consolidation procedures principally followed are: (a) Like items of assets, y Expected to be realised or intended to be liabilities, equity, income, expenses and cash sold or consumed in normal operating cycle flows of the Company and those of its subsidiaries y Held primarily for the purpose of trading are combined; (b) the carrying amount of the parent’s investment in each subsidiary and the y Expected to be realised within twelve parent’s portion of equity of each subsidiary are months after the reporting period, or eliminated; (c) intragroup assets and liabilities, y Cash or cash equivalent unless restricted equity, income, expenses, and cash flows relating from being exchanged or used to settle a to transactions between entities of the Group are liability for at least twelve months after the eliminated in full. reporting period Goodwill is recognised when a change in the All other assets are classified as non-current. Group’s ownership interest, (or otherwise), results in the Group acquiring control over a Company. A liability is current when: Changes in the Group’s ownership interests in y It is expected to be settled in normal subsidiaries that do not result in the Group losing operating cycle control over the subsidiaries are accounted for as y It is held primarily for the purpose of trading equity transactions (i.e. transactions with owners in their capacity as owners). y It is due to be settled within twelve months after the reporting period, or Goodwill arising on consolidation is tested for impairment at each reporting date. If the y There is no unconditional right to defer the recoverable amount of cash generating unit to settlement of the liability for at least twelve which the goodwill is attributed is less than the months after the reporting period carrying amount of the unit, an impairment loss is The Group classifies all other liabilities as non- recognised, first to reduce the carrying amount of current. goodwill (and thereafter to the balance assets of the unit, pro rata to their carrying amounts). Deferred tax assets and liabilities are classified as non-current assets and liabilities. Non-controlling interests are presented in the consolidated balance sheet within equity, The operating cycle is the time between the separately from the equity of the owners of acquisition of assets for processing and their the Company. Total comprehensive income of realisation in cash and cash equivalents. The subsidiaries is attributed to the owners and to Group has identified twelve months as its the non-controlling interests, (even if this results operating cycle. in the non-controlling interests having a deficit 2.4 Revenue recognition balance). 2.4.1 Revenue is recognised when it is probable 2.2.1 Investments in joint ventures that the economic benefits will flow to the The Company’s investment in a joint venture Group and the amount of income can be is accounted for by the Equity Method. measured reliably. On initial recognition the investment is recorded at cost, and the carrying amount 2.4.2 Retail Sale of Products: is increased or decreased to recognise the Revenue from Retail sales is measured at the Company’s share of profit or loss and other fair value of the consideration received or comprehensive income of the joint venture receivable. Revenue is reduced for discounts after the date of acquisition. Distributions and rebates, and, value added tax, sales tax received from the joint venture reduce and Goods and Service Tax (GST). the carrying amount of the investment.
156 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 157 3 5 to 6 5 to Life (In Years) Life Estimated Useful Estimated 3 6 Useful Life as Useful Life Prescribed by by Prescribed 2013 (In Years) Companies Act, Companies Act, Schedule II of the prescribed in Schedule II has been prescribed by management supported by estimated assessment. technical recognised when the right to receive the receive right to when the recognised Interest has been established. payment on a time basis, by income is accrued principal outstanding and the to reference applicable. rate interest at the effective Intangible Assets are stated at cost less stated are Intangible Assets and accumulated depreciation accumulated of all impairment losses. Cost comprises construction and other cost of purchase, in bringing the assets costs incurred related location and condition. their present to the estimated basis over on a straight-line as under: assets of respective useful lives Depreciation / amortisation is recognised / amortisation is recognised Depreciation Property, plant and equipment and Property,
2.6.1 2.6.2 realisable value. Cost of inventories comprise of all Cost of inventories value. realisable costs incurred and other related cost of purchase present their to in bringing the inventories are location and condition. Costs of inventories cost basis. Net average on a weighted determined selling the estimated represents value realisable costs less all estimated price for inventories is made for the sale. Provision make necessary to inventories. moving slow obsolete/ Assets Property, Plant and Property, Equipment Air conditioning and other equipment and fixtures Furniture, other fittings Equipment Computer and than desktops (other laptops) and laptops Desktops 5 10 17 5 to 10 5 to Leasehold ImprovementsLeasehold On lease termOffice EquipmentVehiclesIntangible assets: SoftwareComputer 17 5 to and PatentsTrademark 5 10 6 2 to 8 10 6 8 from different of assets Useful life income Dividend and Interest 2.4.5 is Investments Dividend income from Inventories 2.5 of cost and net at the lower stated are Inventories plant and equipment and Intangible Property, 2.6
The amount collected on The amount collected Other retail operating revenue: operating Other retail sale of a gift voucher is recognised as a is recognised sale of a gift voucher (sales) revenue to liability and transferred retail (other revenue or to when redeemed on expiry. revenue) operating pro-rata over the period of the contract. the period of the contract. over pro-rata and displays store from Revenue based on recognised sponsorships are or the the period for which the products / promoted are advertisements sponsors’ displayed. the merchandise to the customer, when the customer, to the merchandise significant risks in goods and the property for a price and transferred are and rewards retained. is control ownership no effective at their recorded the Sales are transaction is effectively the Group Where values. gross the cost of the the agent in the transaction as a deduction is disclosed merchandise 19) Note (Refer value. the gross from on sale or receivable received consideration for credits in award of goods that result award point under the Group’s customers, the goods between schemes, is allocated The granted. credits supplied and the award credits the award to allocated consideration value their fair to reference by is measured the standpoint of the holder and is from and on redemption as revenue recognised breakage. after redemption / or expected sell flats in a the rights to has acquired a third by being constructed property Options), which Property party (termed at cost and at each initially recognised are cost of at lower valued date reporting Sale of option value. realisable and net is a when there is recognised inventory and rewards of significant risks transfer of the sale with the terms in accordance the transactions the extent To contracts. contain a significant financing component, consideration the total from it is adjusted and discount rate using the appropriate the credit or loss over in profit recognised period.
2.4.3 Gift 2.4.3 vouchers:
recognised management fees are Facility 2.4.4
of on delivery recognised sales are Retail NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to is the principal in the the Group Where of the value schemes: The fair award Point The Group option revenue: Property NOTES to the consolidated financial statements for the year ended 31 March 2018
The estimated useful lives, residual values if fulfilment of the arrangement is dependent and depreciation method are reviewed on the use of a specific asset or assets and the at the end of each reporting period and arrangement conveys a right to use the asset or the effect of any changes in estimate is assets, even if that right is not explicitly specified accounted for prospectively. in an arrangement. For arrangements entered into prior to 1 April 2.6.3 Impairment losses 2015, the Group has determined whether the At the end of each reporting period, the arrangement contain lease on the basis of Group reviews the carrying amounts of facts and circumstances existing on the date of its property plant and equipment and transition. intangible assets to determine whether Where the Company is the lessee: there is any indication that those assets have suffered an impairment loss. If any Operating lease payments are recognised in profit such indication exists, the recoverable or loss on a straight-line basis over the lease amount, (i.e. higher of fair value less costs term unless another systematic basis is more of disposal and value in use) of the asset representative of the time pattern of the user’s is estimated, or, when it is not possible benefit or the lease payments are structured to to estimate the recoverable amount of an increase in line with expected general inflation to individual asset, the recoverable amount of compensate for the lessor’s expected inflationary the cash-generating unit to which the asset cost increases. belongs is estimated. If the recoverable Where the Company is the Lessor: amount of an asset (or cash-generating unit) is estimated to be less than its carrying Leases in which the Company does not transfer amount, the carrying amount of the asset substantially all the risks and benefits of (or cash-generating unit) is reduced to its ownership of the asset are classified as operating recoverable amount. An impairment loss is leases. Assets subject to operating leases are recognised immediately in profit or loss. included in the property, plant and equipment. Lease income on an operating lease is recognised When an impairment loss subsequently in the statement of profit and loss on a straight- reverses, the carrying amount of the asset line basis over the lease term. Costs, including (or a cash-generating unit) is increased depreciation, are recognised as an expense in the to the revised estimate of its recoverable statement of profit and loss. amount, but so that the increased carrying amount does not exceed the carrying 2.8 Financial Instruments amount that would have been determined Classification: had no impairment loss been recognised for the asset (or cash-generating unit) in The Group classifies its financial assets in the prior years. A reversal of an impairment following measurement categories:- those to loss is recognised immediately in profit or be measured subsequently at fair value (either loss. through other comprehensive income, or through the Statement of Profit and Loss), and those 2.6.4 Deemed cost on transition to Ind AS measured at amortised cost. The classification depends on the Company’s business model for For transition to Ind AS, the Group has managing the financial assets and the contractual elected to continue with the carrying value terms of the cash flows. For assets measured of all of its property, plant and equipment at fair value, gains and losses will either be and intangible assets recognised as of recorded in the Statement of Profit and Loss or 1 April 2015 (transition date) measured other comprehensive income. For investments as per the previous GAAP and use that in debt instruments, this will depend on the carrying value as its deemed cost as of the business model in which the investment is held. transition date. For investments in equity instruments, this 2.7 Leases will depend on whether the Group has made an irrevocable election at the time of initial The determination of whether an arrangement recognition to account for the equity investment is (or contains) a lease is based on the substance at fair value through other comprehensive of the arrangement at the inception of the income. The Group reclassifies debt investments lease. The arrangement is, or contains, a lease when and only when its business model for managing those assets changes.
158 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 159 cost or FVOCI are measured at fair value through through value at fair measured are cost or FVOCI loss on a A gain or and Loss. of Profit Statement that is subsequently measured debt investment and of Profit Statement through value at fair is is not part and of a hedging relationship Loss and Loss Profit of in the Statement recognised of Profit in the Statement net and presented In the period in which it arises. Interest and Loss is included in assets these financial income from other income. the Company’s Where value. at fair investments value fair present to management has elected in other gains and losses on equity investments is no subsequent income, there comprehensive gains and losses to value of fair reclassification Dividends from and Loss. of Profit the Statement the Statement in recognised are such investments as other income when the and Loss of Profit is established. payments receive right to Group’s at fair of financial assets value Changes in the fair and Loss of Profit the Statement through value in other income / other expenses recognised are Impairment and Loss. of Profit in the Statement of impairment losses) on losses (and reversal not are at FVOCI measured equity investments other changes in fair from separately reported value. its with losses associated credit the expected debt carried at amortised cost and FVOCI assets instruments. The impairment methodology a has been there applied depends on whether risk. in credit significant increase cash receive the rights to has transferred Group the or retains the financial asset from flows of the cash flows receive rights to contractual but assumes a contractual the financial asset, one or more to the cash flows pay obligation to has transferred the Group Where recipients. it has whether evaluates the Group an asset, of and rewards substantially all risks transferred In such cases, the financial the financial asset. has not the Group Where is derecognised. asset of and rewards substantially all risks transferred the financial of the financial asset, ownership has the Group Where is not derecognised. asset nor retains asset a financial neither transferred of ownership and rewards substantially all risks and loss: profit through value Fair for amortised the criteria do not meet that Assets instruments: Equity all equity subsequently measures The Group Impairment of financial assets: basis assesses on a forward-looking The Group Derecognition of financial assets: only when the is derecognised A financial asset
financial asset at its fair value plus, in the case plus, in the value fair at its financial asset the through value at fair not of financial asset costs transaction and Loss, of Profit Statement acquisition of the attributable to directly that are costs of financial Transaction the financial asset. the Statement through value carried at fair assets in the Statement expensed are Loss and of Profit with embedded Financial assets Loss. and of Profit when in their entirely considered are derivatives solely are their cash flows whether determining and interest. of principal payment business model depends on the Group’s and the cash flow for managing the asset three are There of the asset. characteristics which the Group into categories measurement classifies its debt instruments: represent cash flows those where cash flows are of principal and interest solely payments at amortised cost. A gain or loss on a measured subsequently measured that is debt investment at amortised cost and is not part of a hedging of in the Statement is recognised relationship is derecognised the asset when and Loss Profit these financial income from Interest or impaired. is included in other income using the assets method. rate interest effective (FVOCI): and for selling the financial assets, cash flows solely represent cash flows the assets’ where measured are of principal and interest payments income other comprehensive through value at fair are in the carrying amount Movements (FVOCI). for the recognition OCI, except through taken revenue of impairment gains or losses, interest which are gains and losses exchange and foreign Loss. and of Profit in the Statement recognised the is derecognised, When the financial asset in recognised gain or loss previously cumulative the Statement equity to from OCI is reclassified in other income and recognised and Loss of Profit these financial income from Interest / expense. is included in other income using the assets method. rate interest effective
Debt instruments: Debt of debt instruments Subsequent measurement cost: Amortised held for collection of contractual that are Assets income through other comprehensive value Fair held for collection of contractual that are Assets
Measurement: a measures the Group initial recognition, At NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to NOTES to the consolidated financial statements for the year ended 31 March 2018
of the financial asset, the financial asset is 2.9 Taxation derecognised if the Group has not retained Income tax expense represents the sum of the tax control of the financial asset. Where the Group currently payable and deferred tax. Current and retains control of the financial asset, the asset deferred tax are recognised in profit or loss, except is continued to be recognised to the extent of when they relate to items that are recognised in continuing involvement in the financial asset. other comprehensive income or directly in equity, Offsetting financial instruments: in which case, the current and deferred tax are also recognised in other comprehensive income Financial assets and liabilities are offset and the or directly in equity respectively. net amount is reported in the balance sheet where there is a legally enforceable right to 2.9.1 Current tax offset the recognised amounts and there is an intention to settle on a net basis or realise the The tax currently payable is based on the asset and settle the liability simultaneously. The estimated taxable profit for the year for legally enforceable right must not be contingent each entity in the Group and is calculated on future events and must be enforceable in the using applicable tax rates and tax laws normal course of business and in the event of that have been enacted or substantively default insolvency or bankruptcy of the Group or enacted. the counterparty. 2.9.2 Deferred tax 2.8.1 Financial liabilities are initially measured at fair value. Transaction costs that are Deferred tax is provided using the liability directly attributable to the issue of financial method on temporary differences between liabilities are deducted from the fair value of the tax base of assets and liabilities the financial liabilities on initial recognition. and their carrying amounts for financial After initial recognition, all financial reporting purposes at the reporting date. liabilities (other than financial guarantee Deferred tax assets are recognised for contracts and derivative instruments – all deductible temporary differences, the see below) are subsequently measured at carry forward of unused tax credits and amortised cost using the effective interest any unused tax losses. Deferred tax assets method. The Company has not designated are recognised to the extent that it is any financial liability as FVTPL. probable that taxable profit will be available 2.8.2 Financial guarantee contracts: The Group against which the deductible temporary on a case to case basis elects to account for differences, and the carry forward of unused financial guarantee contracts as a financial tax credits and unused tax losses can be instrument or as an insurance contract, utilised, except when the deferred tax as specified in Ind AS 109 on Financial asset relating to the deductible temporary Instruments and Ind AS 104 on Insurance difference arises from the initial recognition Contracts. The Group has regarded of an asset or liability in a transaction that all its financial guarantee contracts as is not a business combination and, at the insurance contracts. At the end of each time of the transaction, affects neither the reporting period the Group performs a accounting profit nor taxable profit or loss. liability adequacy test, (i.e. it assesses the The carrying amount of deferred tax assets likelihood of a pay-out based on current is reviewed at the end of each reporting undiscounted estimates of future cash period and reduced to the extent that it is flows), and any deficiency is recognised in no longer probable that sufficient taxable profit or loss. profits will be available to allow all or part 2.8.3 Derivative instruments: The Group enters of the asset to be utilised. Unrecognised into foreign exchange forward contracts deferred tax assets are re-assessed at each to manage its exposure to foreign reporting date and are recognised to the exchange rate risks. These contracts extent that it has become probable that are initially recognised at fair value and future taxable profits will allow the deferred subsequently, at the end of each reporting tax asset to be recovered. period, re-measured at their fair values on Deferred tax liabilities and assets are reporting date. The resulting gain or loss is measured at the tax rates that are expected recognised in profit or loss in the same line to apply in the period in which the liability is as the movement in the hedged exchange settled or the asset realised, based on tax rate.
160 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 161 accruing to employees in respect of in respect employees accruing to and sick and salaries, annual leave wages in the benefits and other short term leave at service is rendered period the related amount of the benefits the undiscounted for that be paid in exchange to expected service. of other long-term in respect recognised at the measured benefits are employee future of the estimated value present the be made by to expected cash outflows by of services provided in respect Group date. the reporting up to employees at measured are of the Group employees of the equity instruments value the fair the regarding Details date. at the grant of equity- value of the fair determination set are transactions share-based settled at determined value 36. The fair out in Note share- of the equity-settled date the grant of the Group employees to based payments the basis over on a straight-line is expensed period, based on the Company’s vesting of equity instruments that will estimate with a corresponding vest, eventually the end of each At in equity. increase of the its estimate revisits the Group year, to number of equity instruments expected impact in profit any and recognises vest and the return on plan assets (excluding net net (excluding on plan assets and the return in the balance sheet is reflected interest), case may (as the or credit, and a charge other comprehensive in be), is recognised in recognised income. Re-measurement reflected income is other comprehensive is service cost earnings. Past in retained loss in the period or in profit recognised is interest Net of a plan amendment. applying the discount rate by calculated the net the period to at the beginning of or asset. defined benefit liability represents in the balance sheet recognised the actual deficit or surplus in the Company’s defined benefit plans. The surplus is limited of economic benefits value the present to the from in the form of refunds available contributions in future plans or reductions the plans. to Short term benefits: 2.10.3 for benefits A liability is recognised benefits: Liabilities Other long term arrangements Share-based payment 2.10.4 to payments share-based Equity-settled benefit liability or asset retirement The The Group The Group Payments to defined contribution to Payments cost, past service cost, as well as cost, past service cost, as well gains and losses on curtailments and settlements); or income; and expense interest net Re-measurement service service cost (including current benefits: plans are recognised as expense when as expense recognised plans are service entitling rendered have employees the contributions. them to makes defined contribution to Government Government defined contribution to makes Government Fund, Provident Employee Employee Fund, Pension Employee and ESI, which Insurance Deposit Linked of profit in the statement recognised are and loss on accrual basis. The Group the to contribution payable recognises as an expenditure, fund scheme provident the related renders when an employee has no obligation, service. The Group the to other than the contribution payable fund. provident rates (and tax laws) that have been enacted been enacted that have laws) (and tax rates enacted. or substantively enforceable if a legally offset liabilities are tax assets off current set to right exists liabilities and the tax against current the same taxable to relate taxes deferred taxation authority. entity and the same y y comprising or loss. Re-measurement, profit actuarial gains and losses, the effect of the ceiling (if applicable) the asset changes to of the defined benefit obligation and fair fair of the defined benefit obligation and the net recognises and of plan assets value The in the balance sheet. liability or asset the deficit or represents or asset liability net plans. defined benefit surplus in the Group’s value the present to (The surplus is limited in the form of economic benefits available in the plans or reductions from of refunds the plans). contributions to future unit credit using the projected determined being with actuarial valuations method, carried out at the end of each year. y
2.10.2 Retirement benefit costs and termination and termination benefit costs Retirement 2.10.2 2.10.1 Defined 2.10.1 Contribution Plan:
tax and deferred tax assets Deferred benefits 2.10 Employee NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to in recognised components are The first two value the present determines The Group is of the obligation value present The composed of: benefit costs are Defined NOTES to the consolidated financial statements for the year ended 31 March 2018
or loss, such that the cumulative expense net of outstanding bank over drafts as they are reflects the revised estimate, with a considered an integral part of the Group’s cash corresponding adjustment to the equity- management. settled employee benefits reserve. 2.15 Cash dividend and non-cash distribution to 2.11 Foreign currency transactions equity holders The Group’s financial statements are presented The Group recognises a liability to make cash in INR which is also its functional currency. or non-cash distributions to equity holders Transactions in currencies other than the Group’s when the distribution is authorised and the functional currency (foreign currencies) are distribution is no longer at the discretion of the recognised at the rates of exchange prevailing at Company. As per the corporate laws in India, a the dates of the transactions. At the end of each distribution is authorised when it is approved reporting period, monetary items denominated by the shareholders. A corresponding amount is in foreign currencies are retranslated at the rates recognised directly in equity. prevailing at that date. Exchange differences Non-cash distributions are measured at the fair arising on settlement or translation of monetary value of the assets to be distributed with fair value items are recognised in the profit or loss. re-measurement recognised directly in equity. 2.12 Borrowing costs Upon distribution of non-cash assets, any Borrowing Cost includes interest and amortisation difference between the carrying amount of the of ancillary costs incurred in connection with the liability and the carrying amount of the assets arrangement of borrowings. distributed is recognised in the statement of profit and loss. Borrowing costs directly attributable to the acquisition or construction of assets that 2.16 Earnings per Share necessarily take a substantial period of time to Basic earnings per share are calculated by dividing get ready for their intended use or sale (qualifying the net profit or loss for the period attributable assets), are added to the cost of those assets, to equity shareholders by the weighted average until such time as the assets are substantially number of equity shares outstanding during the ready for their intended use or sale. All other period. The weighted average number of equity borrowing costs are recognised in profit or loss in shares outstanding during the period and for the period in which they are incurred. all periods presented is adjusted for events, 2.13 Provisions such as bonus shares that have changed the number of equity shares outstanding, without a Provisions are recognised when the Group has corresponding change in resources. a present obligation (legal or constructive) as a result of a past event, it is probable that the Group For the purpose of calculating diluted earnings will be required to settle the obligation, and a per share, the net profit or loss for the period reliable estimate can be made of the amount of the attributable to equity shareholders and the obligation. The amount recognised as a provision weighted average number of shares outstanding is the best estimate of the consideration required during the period is adjusted for the effects of all to settle the present obligation at the end of the dilutive potential equity shares. reporting period, taking into account the risks 2.A Critical accounting judgements and key sources of and uncertainties surrounding the obligation. estimation uncertainty When a provision is measured using the cash flows estimated to settle the present obligation, The preparation of the financial statements requires its carrying amount is the present value of those management to make judgements, estimates and cash flows. assumptions about the reported amounts of assets and liabilities, and, income and expenses that are 2.14 Cash and cash equivalents not readily apparent from other sources. Such Cash and cash equivalents in the balance sheet judgements, estimates and associated assumptions and for the purpose of cash flow statement are evaluated based on historical experience and comprises cash in hand and cash at bank including various other factors, including estimation of the fixed deposit with original maturity period of three effects of uncertain future events, which are believed months and short term highly liquid investments to be reasonable under the circumstances. Actual with an original maturity of three months or less results may differ from these estimates. The estimates and underlying assumptions are reviewed on an on- going basis. Revisions to accounting estimates are
162 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 163
Service tax on renting of immovable properties given given properties Service renting of immovable tax on use for commercial of tax on renting of service levy the retrospective use for commercial given properties immovable which disposal of the matter, and pending the final Court, the Group the Supreme before is presently levy. retrospective for the provide continues not to than the be lower to is estimated value the realisable provision The inventory carrying value. inventory factors, account various taking into is estimated item, inventory sales prices of including prevailing and losses sales profile the seasonality of the item’s inventory / slow-moving with obsolete associated items. on balance is estimated and unpaid leave gratuity assumptions actuarial basis using a number of future rate, which include assumptions for discount for rates attrition mortality rates, salary increases, changes Any etc. on planned assets return employees, in these assumptions will impact the carrying amount disclosed in assumptions are Key of these provisions. 31. Note assesses the Group Options Receivable, Property that are that the cash flows the risk or probability not be may with the contract due in accordance with recokned are cashflows expected The received. including factors, of relevant considering a variety credit of the receivable, the age and past due detail the to integral that are enhancements (guarantee’s) parties. third by and confirmed terms contractual transferred of the consideration of the aggregate for non-controlling and the amount recognised the net held, over interest previous and any interests, If and liabilities assumed. acquired identifiable assets is in excess acquired assets of the net value the fair the Group transferred, consideration of the aggregate identified all of it has correctly whether re-assesses and all of the liabilities assumed acquired the assets the measure used to the procedures and reviews at the acquisition date. be recognised amounts to of the in an excess still results If the reassessment the aggregate over acquired assets of net value fair then the gain is recognised transferred, consideration in equity as capital reserve. in OCI and accumulated has challenged Group the 29, in Note stated As Inventories for cases where is recognised provision An inventory Benefits Employee of the nature benefits in for employee Provision Options Receivable Property loss against for credit allowance the In evaluating Impairment of Goodwill at cost, being the excess Goodwill is initially measured
recognised in the period in which the estimate is in which the estimate in the period recognised or in the affects only that period if the revision revised the revision periods if and future period of the revision periods. and future affects both current the management been made by estimations that have accounting the Group’s of applying in the process effect on the most significant policies and that have the financial statements in the amount recognised of estimation uncertainty that sources and / or key risk of causing a material a significant have may and the carrying amounts of assets adjustment to financial year. liabilities within the next been that have and tax laws applicable tax rates In arriving at taxable enacted. or substantively enacted and liabilities the Group and tax bases of assets profit with tax adjudges taxability of amounts in accordance and opinions of tax counsel, as enactments, case law arise on tax assessment, differences Where relevant. are in the period in which they booked these are of assessment. or on final closure agreed plant and equipment and property, of Useful lives intangible assets and intangible assets plant and equipment property, period. During financial at the end of each reporting 2016 and 2015 there 2017, ended 31 March years plant and of property no changes in useful lives were other than those equipment and intangible assets / shifting of premises. closures store from resulting of information, sources and internal on external of whether and mitigating factors assesses indicators an suffered have unit) may generating (cash a store that an impairment impairment loss. If it is determined or in profit it is recognised loss has been suffered, loss. purchases. make when they customers to granted are on sale of goods of the consideration value The fair between is allocated credits in such award resulting granted. credits the goods supplied and the award credits the award to allocated The consideration the from value fair to reference by is measured The is deferred. standpoint of the holder and revenue period estimates at the end of each reporting Group and that it expects the number of points redeemed data based on empirical will be further redeemed, is accordingly /lapses, and revenue of redemption recognised. NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to Income Tax Income using is calculated 25, tax expense in Note stated As and the critical judgements are The following of useful lives the estimated reviews The Group period, based at the end of each reporting The Group schemes award Point life a predetermined having credits award Customer NOTES to the consolidated financial statements for the year ended 31 March 2018
However, if there is no clear evidence of bargain cash generating unit is less than its carrying amount, purchase, the entity recognises the gain directly in the impairment loss is allocated first to reduce the equity as capital reserve, without routing the same carrying amount of any goodwill allocated to the unit through OCI.After initial recognition, goodwill is and then to the other assets of the unit pro rata based measured at cost less any accumulated impairment on the carrying amount of each asset in the unit. Any losses. For the purpose of impairment testing, impairment loss for goodwill is recognised in profit or goodwill acquired in a business combination is, from loss. An impairment loss recognised for goodwill is the acquisition date, allocated to each of theGroup’s not reversed in subsequent periods. Where goodwill cash-generating units that are expected to benefit has been allocated to a cash-generating unit and part from the combination, irrespective of whether other of the operation within that unit is disposed of, the assets or liabilities of the acquiree are assigned to goodwill associated with the disposed operation is those units. included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill A cash generating unit to which goodwill has been disposed in these circumstances is measured based allocated is tested for impairment annually, or more on the relative values of the disposed operation and frequently when there is an indication that the unit the portion of the cash generating unit retained. may be impaired. If the recoverable amount of the
164 Annual Report 2017-2018
STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS
2,245.59 lacs 2,245.59 to amount operations discontinued of depreciation includes 2016-17 FY v) ` 165
Total 758.18 809.79 809.79 758.18
Miscellanous expenditure Miscellanous 69 43.01 56.96
Consultancy 5.3408.55 351.03
Travelling 33 31.12 43.34
Employee Costs Employee 0.5327.11 306.85
31 March 2017 March 31 2018 March 31
As at at As at As
Lacs) in amounts (All `
iv) During the Company has capitalised the following expenses to cost of Property, plant and equipement. and plant Property, of cost to expenses following the capitalised has Company the During iv)
resulting from store closures / shifting premises. shifting / closures store from resulting
iii) Depreciation for the year includes accelerated amounts aggregating to to aggregating amounts accelerated includes year the for Depreciation iii) 2,937.27 Lacs) on account of change in estimate of useful lives of property, plant & equipment equipment & plant property, of lives useful of estimate in change of account on Lacs) 2,937.27 (2017: Lacs 1,712.40 ` `
ii) Intangible assets mainly includes computer softwares where the remaining useful life ranging from 1 year to 6 years. 6 to year 1 from ranging life useful remaining the where softwares computer includes mainly assets Intangible ii)
i) Movable assets have been pledged to secure borrowings of the Company (Refer Note 14). Note (Refer Company the of borrowings secure to pledged been have assets Movable i)
Note:
sa 1Mrh21 1,9.2 1,1.2 1,4.5 860 ,3.7 4.6 5,8.1 6.4 6298 953 7,282.07 965.36 6,249.87 66.84 59,981.81 43.46 3,733.97 846.08 16,049.55 19,714.72 19,594.02 2018 March 31 at As
As at 31 March 2017 24,081.62 26,466.27 19,540.25 993.86 4,840.41 51.70 75,974.10 68.91 6,440.56 9,764.55 16,274.02 9,764.55 6,440.56 68.91 75,974.10 51.70 4,840.41 993.86 19,540.25 26,466.27 24,081.62 2017 March 31 at As
Net Book Value Book Net
As at 31 March 2018 March 31 at As (3,712.04) (3,487.65) (6,578.27) (631.90) (1,869.50) 21.25 (16,258.10) (67.02) (4,246.18) - (4,313.20) - (4,246.18) (67.02) (16,258.10) 21.25 (1,869.50) (631.90) (6,578.27) (3,487.65) (3,712.04)
Disposal 931.61 1,709.75 1,687.00 94.45 817.77 - 5,240.58 - 684.21 - 684.21 684.21 - 684.21 - 5,240.58 - 817.77 94.45 1,687.00 1,709.75 931.61
(Refer note iii) (2,488.21) (2,485.61) (3,322.26) (298.39) (1,205.56) (8.24) (9,808.26) (17.00) (1,665.20) - (1,682.20) - (1,665.20) (17.00) (9,808.26) (8.24) (1,205.56) (298.39) (3,322.26) (2,485.61) (2,488.21) iii) note (Refer
expense for the year year the for expense
amortisation amortisation
Depreciation and and Depreciation
As at 31 March 2017 (2,155.44) (2,711.79) (4,943.01) (427.96) (1,481.71) 29.49 (11,690.42) (50.02) (3,265.19) - (3,315.21) - (3,265.19) (50.02) (11,690.42) 29.49 (1,481.71) (427.96) (4,943.01) (2,711.79) (2,155.44) 2017 March 31 at As
Disposal 2,560.23 2,764.60 2,499.49 123.83 709.75 - 8,657.90 0.09 43.68 - 43.77 43.77 - 43.68 0.09 8,657.90 - 709.75 123.83 2,499.49 2,764.60 2,560.23
(Refer note iii, v) (2,914.16) (3,688.07) (4,714.36) (388.16) (1,391.39) (8.24) (13,104.38) (24.09) (1,971.24) - (1,995.33) - (1,971.24) (24.09) (13,104.38) (8.24) (1,391.39) (388.16) (4,714.36) (3,688.07) (2,914.16) v) iii, note (Refer
expense for the year year the for expense
amortisation amortisation
Depreciation and and Depreciation
(1,801.51) (1,788.32) (2,728.14) (163.63) (800.07) 37.73 (7,243.94) (26.02) (1,337.63) - (1,363.65) - (1,337.63) (26.02) (7,243.94) 37.73 (800.07) (163.63) (2,728.14) (1,788.32) (1,801.51) As at 1 April 2016 April 1 at As
Accumulated Depreciation Accumulated
As at 31 March 2018 March 31 at As 2,0.6 2,0.7 2,2.2 1479 ,0.7 2.1 7,3.1 138 0460 953 11,595.27 965.36 10,496.05 133.86 76,239.91 22.21 5,603.47 1,477.98 22,627.82 23,202.37 23,306.06
Disposal (6,124.23) (9,242.28) (5,578.05) (304.08) (2,068.36) - (23,317.00) - (1,837.55) (8,799.19) (10,636.74) (8,799.19) (1,837.55) - (23,317.00) - (2,068.36) (304.08) (5,578.05) (9,242.28) (6,124.23)
Additions 3,193.24 3,266.59 3,722.60 360.24 1,349.72 - 11,892.40 14.93 2,627.85 - 2,642.78 2,642.78 - 2,627.85 14.93 11,892.40 - 1,349.72 360.24 3,722.60 3,266.59 3,193.24 Additions
sa 1Mrh21 2,3.5 2,7.6 2,8.7 1418 ,2.1 2.1 8,6.1 189 ,0.5 ,6.519,589.23 9,764.55 9,705.75 118.93 87,664.51 22.21 6,322.11 1,421.82 24,483.27 29,178.06 26,237.05 2017 March 31 at As
Disposal (2,612.03) (2,874.06) (2,657.06) (127.08) (714.32) - (8,984.55) (0.09) (43.68) - (43.77) - (43.68) (0.09) (8,984.55) - (714.32) (127.08) (2,657.06) (2,874.06) (2,612.03)
Additions 2,928.34 4,405.71 3,825.28 638.55 2,652.52 - 14,450.40 4.49 2,525.58 - 2,530.07 2,530.07 - 2,525.58 4.49 14,450.40 - 2,652.52 638.55 3,825.28 4,405.71 2,928.34 Additions
sa pi 06 5907 7664 3350 1.5 4339 22 2186 1.3 7238 9745 17,102.93 9,764.55 7,223.85 114.53 82,198.66 22.21 4,383.91 910.35 23,315.04 27,646.41 25,920.74 2016 April 1 at As
Cost or deemed cost deemed or Cost
3. Property, Plant and Equipment and Intangible Assets Intangible and Equipment and Plant Property, 3.
equipments
other fittings other assets
Equipments and other other and improvements
fixtures and and fixtures optr eilsTtlPETaeak Sfwr Goodwill Software Trademarks PPE Total Vehicles Computers Intangible Intangible
Office Office conditioning conditioning Leasehold Leasehold
Furniture, Furniture, Total Total
Air Air
(All amounts in in amounts (All Lacs)
` NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to NOTES to the consolidated financial statements for the year ended 31 March 2018
(All amounts in ` Lacs) Intangible Capital work-in assets under -progress development 3.1 Capital work-in-progress and Intangible assets under development Cost or deemed cost As at 31 March 2016 3,212.64 120.73 Additions 8,837.66 2,508.42 Capitalisation (10,577.97) (2,101.56) As at 31 March 2017 1,472.33 527.59 Additions 9,629.20 1,879.20 Capitalisation* (9,567.36) (2,125.49) As at 31 March 2018 1,534.17 281.30 * Includes Hypercity Retail (India) Ltd. (Refer Note 34)
(All amounts in ` Lacs) As at As at 31 March 2018 31 March 2017 4. Investments – Non Current a) (Unquoted at cost unless otherwise stated) Investments in equity instruments i) In Joint Ventures Nuance Group (India) Private Limited, Refer Note 35(b)(i) - 1,862.71 Nil (2017: 414,10,000) Equity Shares of ` 10/- each Fully Paid Less: Impairment in the value - 1,282.71 - 580.00 Timezone Entertainment Private Limited, Refer Note 35(b)(i) - 1,404.20 Nil (2017: 244,46,247) Equity Shares of ` 10/- each Fully Paid - 1,404.20 ii) Other investments (At fair value through Profit and Loss) Stargaze Properties Private Limited 0.10 0.10 1,000 (2017: 1,000) equity shares of ` 10/- each Fully paid Retailers Association of India 1.00 1.00 10,000 (2017:10,000) equity shares of ` 10/- each Fully paid Aesthetic Realtors Private Limited 66 (2017: 66) Equity Shares of ` 10/- each Fully Paid 0.01 0.01 Less: Provision for diminution in the value of investments (0.01) (0.01) - - Retailers Association's Skill Council of India 0.50 0.50 500 (2017: 500) equity shares of ` 100/- each Fully paid Nuance Group Fashion & Luxury Duty Free Private Limited - 0.05 Nil (2017: 500) equity shares of `10/- each Fully paid Total (A) 1.60 1,985.85 Aggregate amount of impairment in value of unquoted equity investments 0.01 1,282.72
b) Quoted (fair value through Other Comprehensive Income) Investments in equity instruments Future Retail Limited, Refer Note 35(a) 47,56,823 (2017: Nil) equity shares of ` 2/- each Fully paid, Refer Note 30 26,241.01 - Total (B) 26,241.01 - Aggregate amount of impairment in value of quoted equity investments - - Total (A) + (B) 26,242.61 1,985.85
166 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 167 - - - -
As at As at As Lacs) Lacs) Lacs) ` ` ` 1,282.72 1,282.72 1,985.85 1,985.85 16,319.67 16,319.67 11,000.57 31 March 2017 31 March 2017 31 March - (All amounts in (All amounts in (All amounts in As at As at As As atAs at As 0.01 60.46 60.46 150.64 357.38 357.38 395.35 357.38 357.38 395.35 600.97 600.97 - 601.50 - 2,005.15 4,771.73 4,771.73 5,682.70 4,832.19 4,832.19 5,833.34 4,771.72 4,771.72 5,682.68 2,003.55 2,003.55 26,241.01 11,842.85 11,842.85 16,319.67 11,842.85 11,842.85 16,319.67 12,200.23 12,200.23 16,715.02 11,956.94 11,956.94 31 March 2018 31 March 2018 31 March 31 March 201831 March 2017 31 March
other persons. 32. No. Note Refer party receivables, related to and conditions relating terms For
Quoted (At fair value through Profit and Loss) through Profit value fair Quoted (At mutual funds in Investments Quoted L & T Mutual Fund 25,220 (2017: Nil) units in Liquid fund – Direct Growth Plan Growth in Liquid fund – Direct 25,220 (2017: Nil) units Mutual Fund ICICI Prudential Plan Growth fund – Direct market (2017: Nil) units in Money 2,49,970 - Growth High Liquidity fund – Direct Fund JM Financial Mutual Plan Growth fund – Direct 42,115 (2017: Nil) units in High Liquidity Axis Mutual Fund plan Growth 31,187 (2017: Nil) units in Liquid fund – Direct Total of quoted investment value Aggregate of unquoted investment value Aggregate of investments of impairment in value amount Aggregate 200.35 - 600.73 - 14). (See Note of the Company borrowings secure been pledged to have These financial assets No trade or other receivables are due from directors or other office of the Company either severally or jointly with any or jointly with any either severally of the Company or other office directors due from are or other receivables No trade 120 days. of 30 to on terms generally bearing and are interest non are receivables Trade Trade receivables are stated at amortised cost. stated are receivables Trade (Secured, considered good) considered (Secured, Non-current (unsecured) Receivables – property option sold* option – property Receivables Current (Unsecured) good Considered doubtful Considered debts for doubtful allowance Impairment Less: - 60.47 11,000.57 150.64 5.1 5.2 5.3 5.4 5.5 5. Trade receivables 6. 6. Other Financial Assets Non-current and other deposits Premises good - Considered - Considered doubtful - Considered Less: Allowance for doubtful deposits Allowance Less: Other Bank Balance - date balance sheet than 12 months maturity from Bank deposits more 114.09 -
4. Investments – Current NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to * Guaranteed under contract by a Company of the promoter shareholder group with further assurance from a promoter / director. a promoter from with further assurance group shareholder of the promoter a Company by under contract * Guaranteed NOTES to the consolidated financial statements for the year ended 31 March 2018
(All amounts in ` Lacs) As at As at 31 March 2018 31 March 2017 Current Advances for goods and rendering of services to be received: - Considered good - 3,722.42 - Considered doubtful - 795.90 - 4,518.32 Less: Provision for doubtful advances - 795.90 - 3,722.42 Advances to employees 108.99 321.49 Premises and other deposits 154.39 - Other Receivables - Considered good 325.44 - - Considered doubtful 344.94 - 670.38 - Less: Provision for doubtful advances 344.94 - 325.44 - 588.82 4,043.91
6.1 These are carried at amortised cost. 6.2 These financial assets have been pledged to secure borrowings of the Company (Refer Note 14).
(All amounts in ` Lacs) As at As at 31 March 2018 31 March 2017 7. Deferred tax assets / Liabilities (net) Deferred tax assets 1,987.77 1,168.29 Deferred tax liabilities (10.17) (739.07) 1,977.60 429.22
Balance Sheet Statement of Profit and Loss As at As at Year ended Year ended 31 March 2018 31 March 2017 31 March 2018 31 March 2017 7.1 Deferrred tax assets / (liabilities) in relation to: Deferred tax Liabilities Property, plant and equipment & Intangible assets (10.17) (739.07) (728.90) (31.15)
Deferred tax Assets Provision for doubtful debts / advances 437.22 344.21 (93.00) 114.88 Provision for expenses 372.41 145.04 (227.39) 13.07 Employee benefits 358.40 397.17 38.77 144.00 Deferred Revenue on point reward schemes 64.30 151.90 87.61 (234.34) Lease Deposits 176.48 129.97 (46.51) 61.96 MTM on Future Retail Ltd. Shares 72.47 - (72.47) - Short Term Capital Loss 506.49 - (506.49) - Net deferred tax assets / (liabilities) 1,977.60 429.22 (1,548.38) 68.42
Deferred tax (liabilities)/assets in relation to certain subsidiaries: Property, plant and equipment & Intangible assets 124.00 (467.22) - 142.56 Unused tax losses# 869.00 467.22 - (142.56) Employee benefits 11.00 - - - Defffered tax assets/ (liabilities) (net)## 1,004.00 - - - #To the extent of deferred tax liability on Property, plant and requirement & intangibles assets ## In the absence of convincing evidence, the Company has not recognized deferred tax assets (DTA) on timing differences arising on the above mentioned items.
168 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 169 As at As As at As As at As Lacs) Lacs) ` ` 9,950.72 6,285.12 19,646.71 57,756.19 57,756.19 57,756.19 31 March 2017 31 March 31 March 2017 31 March 31 March 2017 31 March - - - (All amounts in (All amounts in 3.75 3.75 - As at As As at As As at As Balance Sheet 869.00 21,015.20 521.55 - 285.55 - 285.55 - 309.69 309.69 - - 930.78 930.78 843.98 236.00 236.00 236.00 - - 1,710.00 1,710.00 - 3,723.86 2,018.45 3,723.86 2,018.45 4,033.55 2,018.45 9,678.12 9,678.12 3,898.04 3,898.04 3,715.73 35,631.57 38,109.48 35,631.57 35,631.57 16,227.84 16,227.84 3,467.41 31 March 2018 31 March 31 March 2018 31 March 31 March 2018 31 March erences in respect of certain subsidiaries erences in respect of
The mode of valuation of inventories has been stated in Note 2.5. in Note has been stated of inventories The mode of valuation Inventories have been pledged as security for borrowings. (Refer Note 14) Note (Refer been pledged as security for borrowings. have Inventories Property options options Property 9.1 9.2 Discontinuing options** 9.3 9.3 Stock in trade Continuing operations 9. 9. Inventories value) realisable of cost and Net lower (At merchandise Retail Stock-in-trade: 35,631.57 51,471.07 Service tax deposited under protest (Note 29) (Note under protest Service tax deposited of provision) income tax (net Advance Expenses Prepaid Other receivables Current dues – Statutory Recoverables for Goods & Services Advance good - Considered doubtful - Considered doubtful advances for Allowance Less: Expenses Prepaid Other assets good - Considered doubtful - Considered for doubtful assets Allowance Less: 3,635.03 4,251.23 1,210.52 1,139.78 10,508.43 1,448.96 8. 8. Other Assets good) considered (Unsecured, Non-current Capital Advances 7.2 Unrecognised deductible temporaru diff Unrecognised deductible temporaru 7.2 Unused tax losses
** includes property options ** includes property NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to NOTES to the consolidated financial statements for the year ended 31 March 2018
(All amounts in ` Lacs) As at As at 31 March 2018 31 March 2017 10. Cash and cash equivalents Balance with banks In - Current accounts 120.74 201.31 - Deposit accounts 5.22 5.01 Cash on hand 408.92 341.51 534.88 547.83
10.1 These financial assets have been pledged to secure borrowings of the Company (See Note 14). 10.2 Short term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Company, and earn interest at the respective short term deposit rates. 10.3 For the purpose of Statement of cash flow, Cash and cash equivalents comprise the followings:
As at As at 31 March 2018 31 March 2017 Balance with banks In 120.74 201.31 - Current accounts 5.22 5.01 - Deposit accounts 408.92 341.51 Cash on hand 534.88 547.83 (3,834.77) (13,046.34) Less: Bank overdraft / Cash credit (Refer Note 14.3) (3,299.89) (12,498.51)
(All amounts in ` Lacs) As at As at 31 March 2018 31 March 2017 11. Other bank balances Margin money account (under lien against bank guarantee) 68.42 212.71 Earmarked accounts (for unpaid dividend) 0.38 0.38 68.80 213.09
(All amounts in ` Lacs) As at As at 31 March 2018 31 March 2017 12. Share capital 12.1 Authorised 200,000,000 equity shares of ` 5/- each 10,000.00 10,000.00 12.2 Issued, subscribed and fully paid-up shares 87,960,689 (31.3.2017: 83,504,744) equity shares of ` 5/- each fully paid-up 4,398.03 4,175.24 4,398.03 4,175.24
12.3 Reconciliation of number of equity shares: 31 March 2018 31 March 2017 Particulars: Numbers ` Lacs Numbers ` Lacs Balance at the beginning of the year 83,504,744 4,175.24 83,461,946 4,173.10 Issued during the year (Refer Note 12.6) 4,455,945 222.79 42,798 2.14 Balance at the end of the year 87,960,689 4,398.03 83,504,744 4,175.24
170 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 171 As at As Lacs) ` 407.78 per 407.78 ` 31 March 2017 31 March Shares held (%) Shares - - 420.00 (All amounts in As at As (Nos) 2,329.18 2,329.18 1,909.18 18,215.47 18,215.47 (6,329.80) Shares held Shares 86,045.96 86,045.96 43,747.64 31 March 2018 31 March 5 each at an issue price of ` Shares held (%) Shares 5 per share. Each equity shareholder is eligible for Each equity shareholder 5 per share. ` (Nos) As at 31 March 2018 at 31 March As 2017 at 31 March As 6,346,491 7.22% 6,225,905 7.46% Shares held Shares in all respect. in all respect. pari passu
The Company has one class of equity shares having a par value of a par value having has one class of equity shares The Company and pays declares the Company dividends as and when is entitled to held. Each equity shareholder share per one vote the holders of equity of liquidation of the Company, In the event approval. obtaining shareholders’ dividend after amounts. distribution of all preferential after of the Company, assets the remaining receive will be entitled to shares the shareholders. held by the number of equity shares to The distribution will be in proportion 2017 and 18 held on 23 September at their meetings of the Company and the shareholders of Directors The Board of equity shares issue of 43,95,925 approved have 2017 respectively October equity share to Amazon.com NV Investment Holdings LLC, on a preferential basis. On 12 January, 2018, the Company the Company 2018, basis. On 12 January, on a preferential Holdings LLC, NV Investment Amazon.com to equity share which are these equity shares, has allotted As the General Reserve is created by a transfer from one component of equity to another and is not an item of Other another and is not an item to one component of equity from a transfer by is created Reserve the General As or Loss. Profit subsequently to will not be reclassified Reserve included in the General income, items comprehensive 36. out in note is set employees to based payments about share information plan. Further of the (DRR) out of profits Reserve Redemption Debenture create to the Company 2014 (as amended), require Rules, the over of Debentures @ 25% of the value be created to of dividend. DRR is required for payment available Company life of the Debentures. be utilised only in accordance with the provisions of the Companies Act, 2013. of the Companies Act, with the provisions be utilised only in accordance
13. equity Other AccountSecurities Premium Reserves General 65,439.81 47,521.31 Retained earnings Retained Reserve Redemption Debenture options outstanding accountShare 61.50 226.95 12.5 Palm Shelter Estate Development LLP Development Estate Shelter Palm LLPAnbee Construction LLPCape Trading Equity A/C Reliance Ltd. Co. Capital Trustee Reliance Opportunities Fund LLP Development Estate Raghukool LLPCapstan Trading LLPCasa Maria Properties 11,813,300 13.43% 11,813,300 10,386,401 5,593,300 12.6 14.15% 11.81% 10,386,401 6.36% 10,386,401 5,253,300 5,593,300 5,459,768 11.81% 12.44% 10,386,401 5.98% 6.70% 6.21% 5,253,300 12.44% 5,459,768 6.29% 6.54% 12.4 more than 5% shares as at 31 March: of shareholders holding Details Name of the Shareholder
36 Note certain employees-Refer options schemes to under Share shares and allotted has issued The Company NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to 13.3 13.3 account Share options outstanding option share under its employee its employees to the Company by options granted Share to relates reserve The above 13.4 Reserve Debenture Redemption Capital and Debentures) Companies (Share the Accordingly, debentures. had issued Non-convertible 2017: Hypercity 13.2 General reserve purposes. earnings for appropriate Retained from profits transfer to time time to is used from Reserve The General 13.1 13.1 Securities premium account can The securities premium on issue of shares. received the premium record account is used to Securities premium of changes in equity. Statement heads refer addition and deductions under each of the above For NOTES to the consolidated financial statements for the year ended 31 March 2018
(All amounts in ` Lacs) As at As at 31 March 2018 31 March 2017 14. Borrowings Non-current Non-Convertible Debentures (secured) - 5,000.00 Term loans (Secured) from banks 8,700.11 55,610.26 Less: Current maturities (Note 15) 4,300.03 26,014.62 4,400.08 34,595.64 Unsecured Loan from Banks - 2,500.00 4,400.08 37,095.64 These are carried at amortised cost. 14.1 Term loans are secured by a first Pari Passu charge on stocks, book debts, hypothecaton charge on credit card/debit card receivables (Escrow account) and all the movable fixed assets of the Company, both Present & Future except ICICI Bank Term loans which is secured by first Pari Passu charge on the current assets and all the movable fixed assets of the Company both Present & Future excluding leasehold rights,lease deposits & Shoppers Stop Brands. Term loans availed by Crossword Bookstores Ltd. amounting to `423 Lacs (2017: ` 483 Lacs) have corporate guarantees, joint and serveral, given by the Company and promoter group.
Term loans are availed by Hypercity Retail (India) Ltd. amounting to ` 8,115.62 Lacs in previous year are secured by first pari passu charge on movable fixed assets, present and future, second pari passu charge on the current assets of the Company, subservient charge on the receivable and Corporate guarantees of K. Raheja Corp Pvt. Ltd. and Shoppers Stop Limited. Non-convertible debentures of Hypercity are secured by first pari passu charge on movable fixed assets to the extent of 0.80 times of the issue amount, first pari passu charge on current assets to the extent of 0.20 times of the issue amount and second pari passu charge escrow account for card receivables. 14.2 Terms of the Facilities:- Name of the Bank Rate of Interest Repayment Schedule 31 March 2018 31 March 2017 Non Current Borrowings HDFC Bank Nil (2017: 10.40%) 12 quarterly equal instalments from - 1,249.70 10 January 2015. HDFC Bank Nil (2017: 10.40%) 14 equal quarterly instalments from - 1,070.60 01 June 2015. HDFC Bank Nil (2017: 9.50%) 12 equal quarterly instalments from - 4,993.56 30 June 2017 ICICI Bank Nil (2017: 9.70%) 15 equal quarterly instalments from - 1,332.69 01 September 2014. ICICI Bank Nil (2017: 9.70%) 12 equal quarterly instalments from 1 - 5,788.06 December 2015. IDBI Bank 9.45% (2017: 9.95%) 10 equal quarterly instalments from 09 7,976.77 9,992.48 December 2017. Kotak Mahindra Bank Nil (2017: 10.40%) 12 equal quarterly instalments from 8 - 2,500.00 December 2015 Kotak Mahindra Bank Nil (2017: 9.75%) Repayable on 30 September 2017. - 2,000.00 Kotak Mahindra Bank Nil (2017:9.25%) Repayable in 12 equal quarterly - 4,992.22 instalments from 03 December 2017 Abu Dhabi Commercial Bank Nil (2017: 10.25%) 12 equal quarterly instalments from - 3,375.00 10 September 2016 Kotak Mahindra Bank Limited Nil (2017: 11.95%) 04 equal quarterly instalments from 26 - 1,100.00 - Term loan June 2017 to 26 March 2018. Kotak Mahindra Bank Limited Nil (2017: 10.50%) 8 equal quarterly instalments from 03 - 2,497.33 - Working capital term loan June 2017 to 03 March 2019. ICICI Bank Limited Nil (2017: 12.07%) 5 equal quarterly instalments from 09 - 2,081.02 - Term loan June 2017 to 09 June 2018. ICICI Bank Limited Nil (2017: 10.85%) 12 equal quarterly instalments from 22 - 2,493.47 - Term loan-II March 2018 to 22 December 2020.
172 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 173 - - 25.00 25.00 833.33 166.67 166.67 375.00 375.00 714.29 214.41 300.00 300.00 1,250.01 1,250.01 1,333.33 1,667.00 1,667.00 4,993.91 4,993.91 6,985.01 6,985.01 1,495.53 1,250.00 1,250.00 1,100.00 1,100.00 3,333.34 1,666.67 1,666.67 1,500.00 1,500.00 1,666.66 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 1,494.68 63,110.26 ------33.35 275.00 275.00 100.00 100.00 166.68 208.34 208.34 240.00 240.00 8,700.11 4,000.00 4,000.00 31 March 201831 March 2017 31 March 700 lacs till ` 150 lacs till 150 lacs till 08 June ` ` 8 equal quarterly instalments from 03 June 2017 to 03 March 2019. 5 equal quarterly instalments from 09 June 2017 to 09 June 2018. 4 equal quarterly instalments from 26 June 2017 to 26 March 2018. 12 equal quarterly Instalments from 01 August, 2016 to 31 May 2019 Repayable in 36 equal quarterly 2018 to October Instalments from Nov, 2021. Repayable in 12 equal quarterly Instalments from Feb, 2018 to November 2020 12 equal quarterly instalments from 10 September 2016 12 equal quarterly instalments from 22 March 2018 to 22 December 2020. Repayable in 12 equal quarterly instalments from 03 December 2017 Repayable on 30 September 2017. 12 equal quarterly instalments from 01 December 2015. 10 equal quarterly instalments from 09 December 2017. 15 equal quarterly instalments from 01 September 2014. 31 March 2021. 10 equal quarterly installment from 31 10 equal quarterly installment December 2018, of on Bullet repayment repayable April 2018. 24 08 June 2020 10 equal quarterly installment from 0810 equal quarterly installment March 2018, of 2020 from 08 10 equal quarterly installment March 2018, of 12 equal quarterly instalments from 30 June 2017. 14 equal quarterly instalments from 1 June 2015. 12 equal quarterly instalments from 08 December 2015 Bullet repayment repayable on 19 September 2017. 12 equally quarterly Instalments from 1 August, 2016 to 31 May 2019 Repayable in 12 Equated quarterly to 2018 Instalments from February, November 2020 Repayable in 36 Equated quarterly 2018 to Instalments from November, October 2021. 12 quarterly equal instalments from 10 January 2015. Nil (2017: 10.50%) Nil (2017: 10.85%) Nil (2017: 12.07%) Nil (2017: 11.95%) 10.20% (Previous (Previous 10.20% 11.05%) year: year: 10% (Previous Nil) 9.80% (Previous year: year: (Previous 9.80% Nil) Nil (2017: 10.25%) Nil (2017: 9.75%) Nil (2017: 9.70%) (2017: 9.95%) 9.45% Nil (2017: 9.70%) Nil (2017: 9.40%) Nil (2017: 10.50%) Nil (2017: 10.30%) Nil (2017: 10.05%) Nil (2017:9.25%) Nil (2017: 9.50%) Nil (2017: 10.40%) Nil (2017: 10.40%) Nil (2017: 11.60%) (Previous 10.20% 11.05%) year: year: (Previous 9.80% Nil) 10%
Kotak Mahindra Bank Limited capital term loan - Working (unsecured) ICICI Bank Limited loan-II Term - ICICI Bank Limited loan Term - ICICI Bank IDBI Bank ICICI Bank Limited - Term Term ICICI Bank Limited - loan-V Term Bank Limited - Yes loan-II Kotak Mahindra Bank Limited loan Term - Kotak Mahindra Bank Kotak Mahindra Bank Kotak Mahindra Bank Abu Dhabi Commercial Bank ICICI Bank Limited - Term Term ICICI Bank Limited - loan-IV Name of the BankNon Current Borrowings Term ICICI Bank Limited - loan-III of Interest Rate Schedule Repayment Kotak Mahindra Bank Kotak Mahindra Bank HDFC Bank ICICI Bank Kotak Mahindra Bank Non Convertible Debentures Kotak Mahindra Bank HDFC Bank Kotak Mahindra Bank Kotak Mahindra Bank Non-current Total borrowings
Current maturities of long-term borrowings HDFC Bank Nil (2017: 10.40%) NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to NOTES to the consolidated financial statements for the year ended 31 March 2018
Name of the Bank Rate of Interest Repayment Schedule 31 March 2018 31 March 2017 Non Current Borrowings ICICI Bank Limited - Term Nil (2017: 10.30%) 10 equal quarterly installment from 08 - 150.00 loan-III March 2018, of `150 lacs till 08 June 2020 ICICI Bank Limited - Term Nil (2017: 10.05%) 10 equal quarterly installment from 08 - 150.00 loan-IV March 2018, of `150 lacs till 08 June 2020 Non-Convertible Debentures Nil (2017: 11.60%) Bullet repayment repayable on 19 - 4,993.91 September 2017. Total Current borrowings 4,300.03 26,014.62
(All amounts in ` Lacs) As at As at 31 March 2018 31 March 2017 14.3 Current From banks - Secured 1,633.11 20,348.59 - Unsecured - 5,000.00 Bill discounting - 51.72 From Others - Unsecured 2,201.66 - 3,834.77 25,400.31 14.4 Loan repayable on demand viz. Cash credit, Working capital loans and Other loans viz. short term loans and Buyers credit are secured by a first pari passu charge hypothecation charge on credit card/debit card receivables (Escrow account), current assets and all movable fixed assets of the Company both present and future and an exclusive lien on lease deposits except ICICI Bank loan which is secured by first Pari passu charge on the current assets and all the movable fixed assets of the Company both present and future excluding leasehold rights,lease deposits and shoppers stop brands. Loans amounting to ` 872 Lacs (2017: ` 3,826.21 Lacs) are further secured by corporate guarantees, joint and several, given by the Company and promoter group. 14.5 Terms of the Facilities:- Loan Balance Name of the Bank Rate of Interest Repayment Schedule 31 March 2018 31 March 2017 Secured: Axis Bank 9.25% (2017: 9.15%) On demand 234.14 1,051.12 Axis Bank (Working Capital Nil (2017: 8.45%) Maturity on 05 May 17 - 1,500.00 Demand Loan) Axis Bank (Line of Credit) Nil (2017: 8.40%) Maturity on 08 May 17 & - 4,000.00 10 May 17 ICICI Bank (Cash Credit) 9.25% (2017: 9.25%) On demand 1.15 2,085.79 IDBI Bank (Cash Credit) 10.25% (2017: 10.50%) On demand 153.05 467.07 IDBI Bank (Vendor Financing) Nil (2017: 9.50%) On Maturity - 802.25 Kotak Mahindra Bank Ltd. 9.00% (2017: 9.95%,) On demand 146.47 5,389.63 (Cash Credit) Kotak Mahindra Bank Ltd. 10.20% (2017: 10.20%) On demand 872.00 905.41 (Cash Credit) IDBI Bank Limited – Working Nil (2017: 10.55%) Within 30 days - 1,000.00 Capital Demand Loan IDBI Bank Limited – Cash Nil (2017: 11.50%) On demand - 2179.68 Credit IDBI Bank Limited – Bill Nil (2017: 10.50%) Within 90 days - 51.72 Discounting ICICI Bank Limited – Overdraft Nil (2017: 10.90%) On demand - 967.64 HDFC Bank Ltd. (Cash Credit) 10.55% (2017: Nil) On demand 13.30 - Yes Bank 10.75% (2017: Nil) On demand 0.79 - IDFC Bank 9.05% (2017: Nil) On demand 212.21 - 1,633.11 20,400.31
174 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 175 - As at As As at As at As Lacs) Lacs) Lacs) ` ` ` 5,000.00 5,000.00 5,000.00 5,000.00 31 March 2017 31 March 31 March 2017 31 March 2017 31 March - (All amounts in (All amounts in (All amounts in As at As As at As at As 0.38 0.38 0.38 Loan Balance Balance Loan 98.15 98.15 500.18 61.40 61.40 - 61.40 61.40 - 1,516.14 2,463.49 2,201.66 8,258.91 8,258.91 30,775.98 2,201.66 51,906.81 51,906.81 49,080.56 31 March 201831 March 2017 31 March 31 March 2018 31 March 31 March 2018 31 March 2018 31 March Maturity on 07 June 2017, For Maturity on 07 June 2017, 2016 Nil, For 2015 Nil. On demand Nil (2017: 8.40%) 10.75% (2017: Nil) 10.75%
There are no Micro and Small Enterprises, to whom the Company owes dues which are outstanding for more than 45 days than 45 days outstanding for more dues which are owes the Company whom to and Small Enterprises, no Micro are There Development Small and Medium Enterprise be disclosed under the Micro, to This information as required during the year. with been identified on the basis of information available such parties have the extent to 2006 has been determined Act, the Company. From other parties From Limited Hypercity Retail (India) 16. Trade payables 16. Trade Merchandise: Retail - enterprises and small enterprises outstanding dues of micro Total - and small enterprises enterprises other than micro outstanding dues of creditors Total options: Property and small enterprises enterprises other than micro dues of creditors outstanding Total - 51,446.63 47,994.40 - 460.18 372.28 713.88 15.1 15.1 Other financial liabilities – current Other financial liabilities measured at amortised cost borrowings maturities of long term Current accrued and not due on borrowingsInterest Unpaid dividends for capital expenditureCreditors payroll Accrued Security deposits 16.1 4,300.03 26,014.62 6.37 397.74 2,337.84 1,399.57 15. Other financial liabilities – Non current Security deposits Unsecured banks From STL) Time ICICI Bank (One Unsecured Name of the Bank of Interest Rate Schedule Repayment NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to NOTES to the consolidated financial statements for the year ended 31 March 2018
(All amounts in ` Lacs) As at As at 31 March 2018 31 March 2017 17. Provisions – current Provision for employee benefits: Gratuity 193.22 298.83 Leave Encashment 628.60 703.89 821.82 1,002.72
(All amounts in ` Lacs) As at As at 31 March 2018 31 March 2017 18. Other current liabilities Statutory liabilities 7,798.27 2,656.90 Advance from customers 135.74 98.15 Award schemes and gift vouchers 10,973.86 11,090.98 Others 126.15 - 19,034.02 13,846.03
(All amounts in ` Lacs) For the year For the year ended ended 31 March 2018 31 March 2017 19. Revenue from operations Retail Sale of Merchandise Own merchandise – Gross of tax 397,242.81 377,746.02 Concessionaire / Consignment merchandise - Gross of tax 26,259.14 32,595.04 423,501.95 410,341.06 Less: Goods & Service tax / Value added tax 42,536.57 19,451.70 Less: Cost of concessionaire / consignment merchandise 17,497.26 21,838.13 363,468.12 369,051.23 Other Retail operating revenue Facility management fees 2,578.98 2,617.58 Income from store displays and sponsorship 631.69 650.42 Gift Vouchers lapsed 1,721.92 1,765.52 Direct marketing 1,059.72 1,188.69 Income from franchisees 212.00 173.43 Other - 243.47 6,204.31 6,639.11 369,672.43 375,690.34
(All amounts in ` Lacs) For the year For the year ended ended 31 March 2018 31 March 2017 19.1 The gross retail volume of business and operations comprise:- 397,242.81 377,746.02 Own merchandise 26,259.14 32,595.04 Concessionaire / Consignment merchandise 6,204.31 6,639.11 Other Retail operating revenue 429,706.26 416,980.17
176 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 177 Lacs) Lacs) Lacs) Lacs) ended ended ended ended ` ` ` ` 1,577.83 For the year the year For the year For For the year the year For For the year the year For 234,475.32 31 March 2017 31 March 2017 31 March 31 March 2017 31 March 31 March 2017 31 March - 1.12 (All amounts in (All amounts in (All amounts in (All amounts in 1.74 1.74 0.93 ended ended ended ended 69.56 69.56 55.62 68.46 68.46 198.05 193.28 371.03 2,477.91 2,477.91 3,201.22 1,003.79 1,003.79 635.17 1,264.33 1,653.10 3,126.86 3,700.00 3,700.00 5,799.64 3,768.46 3,768.46 5,997.69 35,631.57 38,109.47 38,109.48 38,109.48 41,310.69 31,566.33 28,726.77 For the year the year For the year For For the year the year For For the year the year For 224,315.09 224,315.09 231,274.10 224,315.09 224,315.09 231,274.10 226,793.00 226,793.00 31 March 2018 31 March 2018 31 March 31 March 2018 31 March 31 March 2018 31 March (A) (A)+(B)
For details of share options granted by the Company to the certain employees, Refer Note 36. Note Refer the certain employees, to the Company by options granted of share details For Cost of inventories recognised as an expenses* as an recognised Cost of inventories
season stock and shrinkages. season stock * Includes write-downs / offs (net) of inventory to net realisable value on account of old value realisable net to of inventory / offs (net) Includes write-downs * income tax refund On Miscellaneous income assets on sale of fixed Profit 20. Other income 20. on financial assets: Interest deposits at amortised cost lease deposits measured On Bank 1,388.52 2,698.16 Bank charges 23. Finance costs 23. Finance borrowings on Interest 22. Benefits Expense Employee and bonusSalaries, allowance 31) Note and other funds (Refer Provident Contribution to employees* to payments Share-based expenses Staff welfare 22.1 1,969.05 1,776.27 28,582.86 10.63 26,250.11 65.22 * Measured at fair value at fair * Measured 21a. Purchase of Stock-in-trade 21a. Purchase of Stock-in-trade Merchandise Retail
21b. Changes in inventories of stock-in-trade Changes in inventories 21b. Opening inventory merchandise - Retail Closing inventory merchandise - Retail (Increase) 21c. (B) NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to NOTES to the consolidated financial statements for the year ended 31 March 2018
(All amounts in ` Lacs) For the year For the year ended ended 31 March 2018 31 March 2017 24. Other expenses Lease rent and hire Charges (Note 26) 37,655.89 36,418.54 Business conducting fees 1,441.11 1,442.62 Rates and taxes 2,928.55 8,655.11 Repairs and maintenance - Buildings 8,633.26 8,314.70 - Plant and machinery 3.63 - - Others 1,024.13 1,263.73 Legal and professional fees 1,168.06 792.72 Housekeeping charges 1,914.40 1,810.96 Security charges 2,861.18 2,902.40 Computer expenses 2,582.43 2,685.98 Conveyance and travelling expenses 2,268.90 1,798.39 Electricity charges 9,443.95 9,612.65 Advertisement and publicity 5,725.15 6,192.85 Sales promotion 4,248.36 3,272.37 Charges on credit card transactions 2,715.05 2,621.86 Allowances for bad and doubtful financial assets* 270.65 273.04 Loss on Sale of Fixed Assets (net) 54.13 1.49 Foreign exchange loss (net) (16.27) 48.61 Corporate Social Responsibility Expenses (Note 24.1) 84.08 74.32 Miscellaneous expenses 5,157.58 5,067.41 90,164.22 93,249.75 *excludes exceptional items 24.1 Expenditure related to Corporate Social Responsibility as per Section 135 of the Companies Act,2013 read with Schedule VIII thereof ` 84.16 Lacs (2017: ` 74.32 Lacs) a. Gross amount required to be spent by the Company towards Corporate Social Responsibility is `84.16 Lacs (2017: ` 74.32 Lacs) b. Details of amount spent are as under:- Particulars F.Y.2017-18 F.Y.2016-17 Construction / acquisition of an asset - - On purpose other than above – Livelihood creation – 64.08 74.32 For the persons with disabilities (Employment linked training) Ensuring environmental sustainability (Swachh Bharat) 20.08 - Total 84.16 74.32
c. Details of expenditure paid to a related party, in relation to CSR expenditure Refer Note 31. (All amounts in ` Lacs) For the year For the year ended ended 31 March 2018 31 March 2017 25. Income tax expense recognised in profit or loss Current income tax: Current income tax charge 3,897.31 2,641.91 Adjustments in respect of current income tax of previous year (593.30) (548.09) Total 3,304.01 2,093.82 Deferred tax: In respect of current year (1,548.38) (594.34) In respect of prior years - 525.92 Total (1,548.38) (68.42) Income tax expense reported in the statement of profit and loss 1,755.63 2,025.40
178 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 179 As at As Lacs) ended ended ` For the year the year For the year For 31 March 2017 31 March 31 March 2017 31 March 2017 31 March - - (All amounts in As at As ended ended (566.00) (23.36) 5,785.19 4,964.26 5,785.19 25,008.68 25,008.68 21,662.67 For the year the year For the year For 31 March 2018 31 March 31 March 2018 31 March 2018 31 March
as the higher of (a) fixed minimum guarantee amount and (b) revenue share share revenue amount and (b) minimum guarantee as the higher of (a) fixed percentage. as follows: are premises 108 24 to from ranging non-cancellable period at the beginning of the agreement clause. a renewable months and having by weighed average number of equity shares outstanding during the year. outstanding during the year. number of equity shares average weighed by number of average plus the weighted outstanding during the year number of equity shares average weighted equity shares. into equity shares potential of all the dilutive be issued on conversion that would equity shares Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for 31 March 2017 and 2017 and for 31 March domestic tax rate India’s multiplied by and the accounting profit of tax expense Reconciliation 2018: 31 March Net loss / (gain) on remeasurements of defined benefit plans of defined on remeasurements loss / (gain) Net hedgescash flow of / loss on revaluation (gain) Net / loss on MTM – FRL (gain) Unrealised charged to OCI Income tax expense 43.22 13.89 - 72.48 115.70 - 13.89 - OCI Section – Deferred tax related to items recognised in OCI during in the year: in OCI during in the recognised items to related tax OCI Section – Deferred Income tax expense recognised in profit or lossIncome tax expense 1,755.63 2,025.40 Profit before tax (before exceptional item) exceptional tax (before before Profit at 34.608% calculated Income tax expense taxable profit determining not deductible in that are Effect of expenses tax assets as deferred not recognised Effect of unused tax losses for the year year income tax of previous of current in respect Adjustments Others 2,198.68 161.20 3,233.77 382.37 (593.30) 1,603.83 555.05 (4,528.96) - (1,567.38) 26. Leasing Transactions Transactions 26. Leasing lease commitment as lessee Operating and loss of profit in the statement Expenses recognised a) Minimum lease payments b) rent Contingent 12,647.21 14,755.78 c) of non cancellable lease for in respect payments minimum rental The future than one year Not later
with the lease agreement in accordance is payable for certain stores rent Variable years than five and not later than one year Later years than five Later 288 months with a 24 to from for periods ranging executed are The agreements 7,353.04 4,928.26 NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to 27. 27. Share Equity Earning Per Calculated as follows: holders of the Company equity attributable to for the year the profit dividing by calculated Basic EPS amounts are the by equity holders of the Company attributable to dividing the profit by calculated EPS amounts are Diluted NOTES to the consolidated financial statements for the year ended 31 March 2018
The following reflects the income and share data used in the basic and diluted EPS computations:
As at As at 31 March 2018 31 March 2017 (a) Profit attributable to equity share holders from continuing operations (`in lacs) 27,386.12 1,189.32 (b) Loss attributable to equity share holders from discontinued operations (`in lacs) (2,964.46) (4,917.27) (c) Profit / (Loss) attributable to equity share holders (`in lacs) 24,421.66 (3,727.95) (d) Weighted Number of equity shares outstanding during the year 84,476,168 83,497,550 (e) Weighted Number of equity shares outstanding during the year after 84,491,999 83,497,550 adjustment for dilution (f) Nominal value per share (`) 5.00 5.00 (g) Earning per Share Continuing operations Basic (`) 32.42 1.42 Diluted (`) 32.42 1.42 Discontinued operations Basic (`) (3.51) (5.89) Diluted (`) (3.51) (5.89) Continuing and Discontinued operations Basic (`) 28.91 (4.46) Diluted (`) 28.91 (4.46) Weighted Average number of Equity shares for basic EPS 84,476,168 83,497,550 Effect of dilution: * Share options 15,831 - Weighted average number of Equity shares adjusted for the effect of dilution 84,491,999 83,497,550 * Anti dilutive
(All amounts in ` Lacs) As at As at 31 March 2018 31 March 2017 28. Contingent liabilities and commitments: i) Contingent liabilities a) Claims against the Company not acknowledged as debts comprise of: Income tax claims disputed by the Company relating to disallowances 240.00 1,036.41 aggregating Indirect tax claims disputed by the Company relating to issues of applicability and classification aggregating - Service Tax other than on Rent 1,120.42 1,120.42 - Service Tax on Rent (Refer Note 29) 2,010.90 2,010.90 - VAT 6.67 8.23 - Customs Duty 42.61 42.60 Third party claims arising from disputes relating to contracts aggregating - 1,085.18 b) Other matters 25.00 25.00 c) Bank Guarantees 554.80 - Note: Future cash outflows in respect of (a) above are determinable only on receipt of judgements / decisions pending with various forums / authorities. ii) Commitments a) Estimated amount of contracts remaining to be executed on capital 2,220.75 3,970.08 account and not provided for b) Commitments towards Property options - 1,068.75 c) Corporate guarantee given to banks jointly and severally: - with joint venture partner for loans taken by Joint venture entity - 2,325.00 (Nuance Group (India) Pvt. Ltd.) - with the promoter group Company for loans taken by Subsidiaries, 2,340.00 33,383.00 Crossword Bookstores Ltd. (2017: Hypercity Retail (India) Ltd. ` 31,583.00 Lacs and Crossword Bookstores Ltd. ` 1,800.00 Lacs)
180 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 181 , its 10/- ` inter-alia 1,215.64 Lacs 1,215.64 Lacs ` 2,010.90 Lacs for Lacs 2,010.90 ` 537/ - per equity share by by - per equity share 537/ ` 2,270.40 lacs on February 15, 2018. With 15, 2018. lacs on February 2,270.40 ` 600 lacs on October 6, 2017. With the disposal 6, 2017. 600 lacs on October ` 20,856.36 lacs in the current financial year which has financial year lacs in the current 20,856.36 ` 2/- each at an issue price of ` 1282.71 lacs) 1282.71 ` 728.33 lacs in the current financial year which has been disclosed as an exceptional item. as an exceptional which has been disclosed year financial lacs in the current 728.33 ` 14 lacs in the current financial year which has been disclosed as an exceptional item. (31 March 2017 (31 March item. which has been disclosed as an exceptional financial year 14 lacs in the current ` 1,111.81 Lacs) has been recognised in the Statement of Profit and Loss under the head Employee Benefits under the head Employee and Loss of Profit in the Statement has been recognised Lacs) 1,111.81 `
accorded by the members through postal ballot, the Company disposed of 77,158,778 equity shares of equity shares disposed of 77,158,778 postal ballot, the Company through the members by accorded Future to subsidiary its material Ltd.; (India) Retail capital of Hypercity of the share each constituting 51.09% The be subsidiary of the Company. ceases to Hypercity Accordingly, 2017. 30, on November Limited Retail of equity shares 4,756,823 allotted was Company Agreement. Purchase Share aforesaid of the in terms consideration cash and received Limited Retail Future of gain a net has recorded the Company Accordingly, been disclosed as an exceptional item. (31 March 2017: Nil Lacs) (31 March item. been disclosed as an exceptional of consideration at a Switzerland, AG, The Nuance Group to of this shareholding, the Shareholders Agreement executed with them, stands terminated and accordingly, and accordingly, with them, stands terminated executed Agreement the Shareholders of this shareholding, a net has recorded Company the Accordingly, of the Company. Company be an associate NGIPL ceases to gain of impairment of Ltd. (TEPL) to Timezone West Asia Pte. Ltd., at a consideration of at a consideration Ltd., Pte. Asia West Timezone (TEPL) to Ltd. and stands terminated in this regard, executed agreement venture the joint the disposal of this shareholding, has recorded the Company Accordingly, of the Company. Company be an associate TEPL ceases to accordingly, gain of a net current financial year. current The assets of the plans are held separately from those of the Company in funds maintained with the government in funds maintained with the government those of the Company from held separately of the plans are The assets of the contributions, the contributions full vesting the plans prior to leave employees PF authorities. Where contributions. the amount of forfeited by reduced are the Company by payable (2017: Expense. 32. note policy with regard for the investment is responsible insurer This third-party insurer. a third-party by administered of the plan. assets the to 5 years has completed the employee provided / resignation at the time of retirement service payable completed of continuous service.
effect from 1 June 2007, the Company has based on a legal advice, challenged the said levy and, the said levy based on a legal advice, challenged has the Company 1 June 2007, effect from retrospective application. Pending the final disposal of the matter, which is presently before the Supreme Court, the Supreme before which is presently the final disposal of the matter, application. Pending retrospective (Consolidated) to aggregating levy for the retrospective provide not to continues the Company protest). (fully paid under 2010, 31 March, 2007 to the period 01 June 30. Exceptional Items: Exceptional 30. i) and approval Limited Retail with Future executed Agreement Purchase of the Share in terms During the year,
29. Service tax Service 29. with use, retrospectively for commercial given properties of immovable of service tax on renting levy Pursuant to NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to ii) (NGIPL) (India) Pvt. Ltd. in Nuance Group of its 40% shareholding has disposed the Company During the year, Private Entertainment in Timezone shareholding iii) has disposed off its 48.42% the Company the year, During 31.1 Defined contribution plans of the Company. for all qualifying employees benefit plans defined contribution retirement operates The Company aggregating Fund and Superannuation Fund Provident contribution to The Company’s managerial personnel is disclosed in defined contribution plans for key Information about the contributions to 31.2 Defined benefit plan The defined benefit plan is sponsors funded defined benefit plan for qualifying employees. The Company of final basic salary for each year 15 days’ a lump-sum amounting to entitled to are the plan, the employees Under 31. Benefits Employee in been disclosed under discontinued operations have iv) investments of sale of the above the date up to Loss NOTES to the consolidated financial statements for the year ended 31 March 2018
a) The plan exposes the Company to actuarial risks such as: investment risk, interest rate risk, salary risk and longetivity risk.
Investment risk The probability or likelihood of occurrence of losses relative to the expected return on any particular investment. Interest risk The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability. Longevity risk The Company has used certain mortality and attrition assumptions in the valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption. Salary Risk The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan's liability.
b) The principal assumptions used for the purposes of the actuarial valuations were as follows.
As at As at Particulars March 31, 2018 31 March 2017 Discount rate 7.30%-7.40% p.a. 6.85%-7.50%p.a. Expected rate of salary increase 4.00% p.a. 4.00%-5.00%p.a. For Crossword :4.00% p.a. for first 3 years and 3% thereafter Average Longevity at retirement age for current Indian Assured Lives Mortality 2006-08 beneficiaries of the plan (years) Rate of employee turnover Upto 5 Year 34.00% p.a. - 43.00% p.a. 11.00% p.a. Above 5 Year 11.00% p.a. - 12.00%p.a. 11.00% p.a.
c) Amount recognised in statement of profit and loss in respect of these defined benefit plan
For the year For the year Particulars ended ended 31 March 2018 31 March 2017 Current service cost 260.74 253.79 Net interest cost 14.57 14.36 Components of defined benefits costs recognised in profit or loss. 275.31 268.15 Remeasurements on the net defined benefit liability: - Return on plan assets, excluding amount included in interest expense/ (16.14) (10.44) (income) - Actuarial (gain)/loss from change in demographic assumptions (99.57) 3.24 - Actuarial (gain)/loss from change in financial assumptions (20.98) 56.69 - Actuarial (gain)/loss from change in experience adjustments 10.58 (13.40) Total amount recognised in other comprehensive income (126.11) 36.09 Total 149.20 304.24 d) The amount included in the balance sheet arising from Company’s obligation in respect of its benefit benefit plan is as follows:
As at As at Particulars 31 March 2018 31 March 2017 Present value of funded defined benefit obligation 1,398.38 1,577.53 Fair value of plan assets 1,218.76 1,278.70 Net asset arising from defined benefit obligation 179.62 298.83
182 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 183 ended ended 1,577.53 1,577.53 1,278.70 1,278.70 For the year the year For For the year the year For
31 March 2017 31 March 31 March 2017 31 March 2018 2018 99.29 104.85 81.47 90.49 (239.04) (205.04) 1,218.76 1,398.38 For the year the year For For the year the year For ended 31 March ended 31 March ended 31 March ended 31 March 31 March 201831 March 2017 31 March 31 March 201831 March 2017 31 March 0.00% 0.00% 0.08% -0.08% 12.00% -10.70% 20.36% -17.22% -11.20% 12.30% -17.70% 7.18% -12.40% 3.60% -14.10% -10.46% Decrease Increase Decrease Increase
Particulars obligationOpening defined benefit service costCurrent cost Interest 1,577.53 1,377.39 260.74 253.79 Remeasurements (gains) / losses: (gains) Remeasurements - assumptions change in demographic / loss from (gain) Actuarial - assumptions change in financial / loss from (gain) Actuarial - adjustments change in experience / loss from (gain) Actuarial of subsidiries on A/c Movement Benefits paid Closing defined benefit obligation (99.57) (20.98) 10.58 3.24 56.69 (13.40) - (190.16) - - Remeasurement (gains) / losses: (gains) Remeasurement - expense interest included in net amount excluding on plan assets, Return the employerContributions from of subsidiries on A/c Movement Benefits paid/transferred of plan assets value Closing fair 19.38 10.44 173.39 - (95.13) 203.54 (239.05) - (205.04) Particulars of plan assets value Opening fair income Interest 1,278.70 1,179.27 Particulars +1%) (- / Discount rate base due to to % change compared sensitivity 1,483.25 1,322.61 1,698.03 1,472.30 Particulars Defined benefit obligation (base) 1,398.39 1,577.53 Salary growth rate (- / +1%) rate Salary growth base due to to % change compared sensitivity (- / +50%) rate Attrition base due to to % change compared sensitivity (- / +10%)Mortality rate base due to to % change compared sensitivity 1,319.52 1,485.31 1,328.01 1,468.93 1,412.06 1,397.90 1,699.94 1,398.86 1,462.97 1,604.78 1,577.17 1,577.88 Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, discount rate, are of the defined benefit obligation determination Significant actuarial assumptions for the determined been have below The sensitivity analysis and mortality. attrition rate salary increase, expected period, the assumptions occurring at the end of the reporting possible changes of based on reasonable is as follows: of sensitivity analysis The results while holding all other assumptions constant. benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another that the change in assumptions would benefit obligation as it is unlikely be correlated. as some of the assumptions may period, which is the at the end of the reporting method unit credit using the projected has been calculated in the balance sheet. recognised same as that applied in calculating the defined benefit obligation asset
e) as follows: of the defined benefit obligation are value in the present Movement f) f) are as follows. of the plan assets value in the fair Movement of the actual change in the defined not be representative may above presented The sensitivity analysis of the defined benefit obligation value the present sensitivity analysis, the above in presenting Furthermore, NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to g) g) NOTES to the consolidated financial statements for the year ended 31 March 2018
There in no change in the method of valuation for the prior periods in preparing the sensitivity analysis. For change in assumptions refer to note 30.2b above. h) Asset liability matching strategies: The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance Company, as part of the policy rules, makes payment of all gratuity outgoes happening during the year (subject to sufficiency of funds under the policy). The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, the Company is exposed to movement in interest rate (in particular, the significant fall in interest rates, which should result in a increase in liability without corresponding increase in the asset). i) Effect of plan on entity’s future cash flows a) Every year, the insurance Company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets arising as a result of such valuation is funded by the Company. b) The Company expects to contribute `380.03 lacs to its gratuity plan for the next year. c) Weighted average duration of the defined benefit obligation is ranging in between 4.21- 6 years (based on discounted cashflows).
Expected cash flows over the next (valued on undiscounted basis): ` in lacs 1 year 304.39 2 to 5 years 661.45 6 to 10 years 569.45 More than 10 years 842.65
32. Related Party Disclosures Names of related parties and description of relationship:
(a) Key Management Personnel Executive Director: Govind Shrikhande Non-Executive Directors: Chandru L.Raheja Ravi Raheja Neel Raheja B. S. Nagesh Nitin Sanghavi Deepak Ghaisas Nirvik Singh Avnish Bajaj Abanti Sankaranarayanan Gareth Thomas (upto October 26, 2017) Manish Chokhani Amisha Prabhu Chief Executive Officer Rajiv Suri (w.e.f January 09, 2018) Chief Financial Officer Sanjay Chakravarti (upto December 22, 2017) Company Secretary Bharat Sanghavi (b) Promoter directors C.L. Raheja, Ravi C. Raheja, Neel C. Raheja (c) Entities in which a director is a Ivory Properties and Hotels Private Limited*, K. Raheja Corp. Private director Limited*, Juhu Beach Resorts Ltd.* K. Raheja Private Limited*, Inorbit Malls (India) Private Limited*, Avacado Properties and Trading India Private Limited*, Trion Properties Private Limited*, Retailers Association of India*, Sanghavi Associates Ltd., Trust for Retailers & Retailers Associates of India, Trrain Foundation. JW Marriott Sahar Mumbai unit of Chalet Hotels Pvt. Ltd*., Genext Hardware Parks Private Ltd.*
184 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 185 Total - - - - Key 0.86 0.86 0.46 0.46 42.31 43.63 (68.23) (68.23) 100.22 100.22 100.65 100.65 100.65 480.71 480.71 100.22 100.22 499.16 499.16 499.16 (267.43) (267.43) (455.92) (455.92) Personnel Management Related Parties Parties Related of Joint Ventures ------(104.72) (104.72) 5.14 95.15 - 0.95 96.10 64.00 64.00 above) (11.06) - - (11.06) 6,318.50 6,318.50 6,318.50 (8,921.14) (8,921.14) (2,022.08) (2,022.08) a director is a a director Entities in which director (refer (c) (c) (refer director
Short term benefits Short term Inorbit Malls (India) Private Limited*Inorbit Malls (India) Private Pvt. Ltd. Corp. K. Raheja of India Associates & Retail for Retailers Trust - - - Trading transactions Trading Sale of merchandise Nature Options Purchase of Property K. Raheja Private Limited Private K. Raheja management personnel Compensation to key to managing director Remuneration benefits employment Post Secretary to Company Remuneration benefits Short term benefits employment Post based payments Share Officer to Chief Executive Remuneration benefits Short term benefits employment Post based payments Share - to Chief Financial Officer Remuneration benefits Short term benefits employment Post based payments Share 18.45 Other related party transactions / of conducting fees / Lease Rent Payment Common Expenses Paid Limited*Inorbit Malls (India) Private Pvt. Ltd. Circle Trrain Limited*Juhu Beach Resorts Hotels JW Marriott Sahar Mumbai unit of Chalet Pvt. Ltd.* Limited Associates Sanghavi of India Association Retailers of Association & Retail for Retailers CSR- Trust India Ltd.* Corp.Pvt. K. Raheja 7.94 0.10 0.77 10.06 5.51 1.63 Area Maintenance Charges Limited* Private and Hotels Properties Ivory Limited*Inorbit Malls (India) Private Limited* Private Hotels Chalet Pvt. Ltd.* And Parks Hardware Genext Limited* Private Properties Trion 1,716.44 3,098.49 172.55 143.79 975.83 Note 35 provides the information about the group’s structure including the details of the subsidiaries. The following of the subsidiaries. The following the details including structure the group’s the information about 35 provides Note parties for the relevant with related into been entered that have amount of transactions the total table provides financial year: NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to NOTES to the consolidated financial statements for the year ended 31 March 2018
Entities in which Key a director is a Related Parties Nature Management Total director (refer (c) of Joint Ventures Personnel above) B. S. Nagesh - 0.95 (792.80) (1.75) (794.55) Deposits Paid 71.04 71.04 Inorbit Malls (India) Private Limited* 49.64 Trion Properties Private Limited* 0.88 Genext Hardware and Parks Private Limited* 20.52 (57.00) (57.00) Advance Rent 29.47 29.47 Genext Hardware and Parks Private Limited* 28.76 Avacado Properties and Trading (India) Private 0.71 Limited* - - Compensation income - - - - Trion Properties Private Limited* - (240.00) - - (240.00) Deposit Received - - - - Avacado Properties and Trading (India) Private - Limited* (464.10) - - (464.10) Expenses recovered - - - - Inorbit Malls (India) Private Limited* - (0.35) - - (0.35) Deposit received Back 197.18 197.18 Trion Properties Private Limited* 197.18 - - Reimbursement of Expenses 759.77 759.77 Inorbit Malls (India) Private Limited 604.02 Trion Properties Private Limited 155.75 (94.19) (94.19) Issue of Equity / Preference Shares - - - - (4,743.17) - (20.64) (4,763.81) Commission and Sitting fees to non executive 50.83 50.83 Directors Chandru L.Raheja 3.50 Ravi Raheja 4.60 Neel Raheja 3.50 B.S.Nagesh 6.50 Nitin Sanghavi 8.10 Deepak Ghaisas 9.70 Nirvik Singh 3.50 Ameesha Prabhu 0.18 Vidya Hariharan 0.05 Abanti Sankaranarayanan 3.50 Gareth Thomas 1.00 Manish Chokhani 6.70 (64.60) (64.60)
186 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 187 Lacs) ` of their classification as - - - - 5,596.18 - - - - 4,296.15 (All amounts in (24.30) (372.28) (906.34) (1,149.91) 11,311.51 10,495.12 11,311.51 10,495.12 (2,915.82) (10,584.97) (2,915.82) (6,288.82) (1,049.46) 73,096.64 73,096.64 73,096.64 109,727.37 115,323.55 369,672.43 369,672.43 375,690.34 369,672.43 375,690.34 31 March 2018 31 March 2017 31 March Nil ). This assessment is undertaken each financial year through examining the examining through each financial year Nil ). This assessment is undertaken `
Household items, Food products, Books etc. B) Property options which in the terms of IndAS 108 on ‘Operating of IndAS 108 on ‘Operating options which in the terms B) Property etc. Books products, Food Household items, segment. the reporting constitute Segments’ Balance outstanding at the year end the year at Balance outstanding Receivables Limited* Private Hotels and Properties Ivory 1,010.52 Inorbit Malls (India) Private Limited*Inorbit Malls (India) Private * Limited Private Properties Trion Pvt. Ltd.* And Parks Hardware Genext Payables Limited* Private K. Raheja in The figure 28(ii)(c). Note subsidiaries – Refer by for loans taken banks to guarantee corporate has given The Company year. previous pertain to bracket 846.31 285.96 179.55
Terms and conditions of transactions with related parties with related and conditions of transactions Terms length in arm’s those that prevail to equivalent made on terms parties are related from and purchases The sales to occurs in cash. and settlement free and interest unsecured are Outstanding balances at the year-end transactions. the year For or payables. party receivables related for any or received provided been no guarantees have There by amounts owed to relating of receivables impairment any has not recorded Group the 2018, ended 31 March 2017: parties (31 March related party operates. the related in which party and the market financial position of the related related party 2013. under the Companies Act related 33.1 customers from external Segment revenue Continuing Operations Operations Retail Property Options Property Discontinued Operations Operations Retail Options Property customers from external segment revenue Total results Segment operating Continuing Operations Operations Retail Options Property 442,769.07 491,013.89 Discontinued Operations Operations Retail Options Property Total segment operating results segment operating Total 8,395.69 4,206.30 ii) in India. i.e. environment in a single geographical operates The Group iii) revenue. Groups to 10% or more contributed No single customer segments: Information about operating i) as Cosmetics, such Non-apparels of Apparels, trading i.e. operations is primarily engaged in A) Retail The Group
on the basis been reported per Ind AS 24 definition. These parties have Ltd. Shoppers Stop to not related * These parties are NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to 33. Segment Reporting 33. Segment NOTES to the consolidated financial statements for the year ended 31 March 2018
(All amounts in ` Lacs) 31 March 2018 31 March 2017 Interest Expense Continuing Operations 3,768.46 5,997.69 Discontinued Operations 3,023.40 2,737.57 6,791.86 8,735.26 Exceptional Item (21,598.69) 1,282.71 Profit / (Loss) before tax from continuing operations 29,141.75 3,214.72 Profit / (Loss) before tax from discontinued operations (5,939.22) (9,026.39) Profit / (Loss) before tax 23,202.53 (5,811.67) Tax expense (1,755.63) (2,025.40) Profit / (Loss) after tax from continuing operations 27,386.12 1,189.31 Profit / (Loss) after tax from discontinued operations (5,939.22) (9,026.39) Profit / (Loss) after tax 21,446.90 (7,837.07)
(All amounts in ` Lacs) 31 March 2018 31 March 2017 33.2 Other Information Segment depreciation and amortisation Continuing Operations 11,490.46 11,870.24 Retail Operations - - Property Options
Discontinued Operations Retail Operations 2,245.59 3,229.47 Property Options - - Total segment depreciation and amortisation 13,736.05 15,099.71 Addition to non-current assets Continuing Operations Retail Operations 9,678.12 9,950.72 Property Options - - Discontinued Operations Retail Operations - - Property Options - - Total segment additions to non-current assets 9,678.12 9,950.72
(All amounts in ` Lacs) 31 March 2018 31 March 2017 33.3 Segment Assets Retail Operations 178,761.80 184,804.64 Property Options - 17,285.69 Unallocated - 3,554.85 Total 178,761.80 205,645.18 Segment Liabilities Retail Operations 88,317.80 156,828.97 Property Options - 372.28 Unallocated - - Total 88,317.80 157,201.25
188 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 189 - Lacs) Lacs) Lacs) ` ` ` - - - 33,187.95 - 22,673.73 29,526.97 29,692.16 - 521.06 - (All amounts in (All amounts in (All amounts in 1,559.11 (123.72) 2,602.86 2,602.86 1,287.28 (5,939.22) (9,026.39) 81,781.84 81,781.84 125,144.35 73,096.64 73,096.64 115,457.32 75,699.50 75,699.50 116,744.60 31 March 2018 31 March 2017 31 March 2018 31 March 2017 31 March 31 March 2018 31 March 2017 31 March 10/- each constituting 51.09% of the 51.09% 10/- each constituting `
Particulars discontinued operations* from Cash flows Current assest Current liabilities Non-current liabilities Current 34 (b)(ii) Note (Refer in Joint Ventures interest of Group's Carrying value of the Company owners attributable to Equity interests Non-controlling - 1,984.20 - 623.60 Net cash outflows from operating activities operating from cash outflows Net activities investing from cash outflows Net financing activities from cash outflows Net cash outflows Net 2,383.84 (124.85) (699.88) (2,608.03) (4,241.60) 6,725.91 Non-current assets Non-current Revenue Other Income Revenue Total Expenses Operating discontinued operations tax from before Loss in Joint Ventures / (Loss) of Profit Share Loss before tax from discontinued operationsIncome tax (6,082.34) (5,939.22) (8,399.75) (9,026.39) 143.12 (626.64) Particulars (Loss) after tax from discontinued operations (Loss) after tax from discontinued operations of the Company) (attributable to owners
to discontinue operation in January 2009. SSL has committed to provide the necessary level of support, to enable enable of support, to level the necessary provide to SSL has committed in January 2009. discontinue operation to as a going concern. and continue existence in remain to Gateway share capital of Hypercity Retail (India) Ltd.; its material subsidiary to Future Retail Limited on November 30, 2017. 2017. 30, on November Limited Retail Future subsidiary to its material Ltd.; (India) Retail capital of Hypercity share 35(a) Note Refer be subsidiary of the Company. ceases to Hypercity Accordingly, be joint and TEPL ceases to NGIPL (TEPL). Accordingly, Limited Private Entertainment (NGIPL) and Timezone Ltd. 35(b) Note Refer of the Company. ventures 2017. 30, till November considered cash flow * Hypercity is as follows: of discontinued operations and liabiilties The major classes of assets
34. Discontinued Operations 34. Discontinued a subsidiary of SSL had decided (Gateway), (India) Limited Retail Multichannel Gateway of of Directors The Board NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to of equity shares off 77,158,778 disposed Company the the year, During of discontinued operations: and expenses the revenue showing Statement (India) in Nuance Group shareholding disposed of its 40% and 48.42% has Company the during the year Further, NOTES to the consolidated financial statements for the year ended 31 March 2018
35. SUBSIDIARIES AND JOINT VENTURE
a) The subsidiaries (which alongwith SSL Limited, the parent, constitute the Group) considered in the preparation of these Consolidated Financial Statements are:
(All amounts in ` Lacs) Name of subsidiary Principal activity Place of Propotion of ownership interest incorporate and voting power held by the and operation Group 31 March 2018 31 March 2017 HyperCity Retail (India) Retailing a variety of household India - 51.08% Limited * and consumer products (including food, groceries, fashion and other general merchandise) through departmental stores Crossword Book Stores Retailing in books and other allied India 100% 100% Limited items through departmental stores operated by self or by franchisees Upasna Trading Limited Supervising distribution and India 100% 100% logistics operations Shopper’s Stop Services Services India 100% 100% (India) Limited Shopper’s Stop.Com (India) Services India 100% 100% Limited Gateway Multichannel Retail Catalogue retailing India 100% 100% (India) Limited * During the year, In terms of the Share Purchase Agreement executed with Future Retail Limited and approval accorded by the members through postal ballot, the Company disposed of 77,158,778 equity shares of ` 10/- each constituting 51.09% of the share capital of Hypercity Retail (India) Ltd.; its material subsidiary to Future Retail Limited on November 30, 2017. Accordingly, Hypercity ceases to be subsidiary of the Company. The Company was allotted 4,756,823 equity shares of `2/- each at an issue price of ` 537/ - per equity share by Future Retail Limited and received cash consideration in terms of the aforesaid Share Purchase Agreement. Accordingly, the Company has recorded a net gain of `20,856.36 lacs in the current financial year which has been disclosed as an exceptional item. (31 March 2017 impairment loss of ` NIL lacs)
b) Investment in Joint Ventures The Company’s investment in a joint venture is accounted for by the Equity Method. On initial recognition the investment is recorded at cost, and the carrying amount is increased or decreased to recognise the Company’s share of profit or loss and other comprehensive income of the joint venture after the date of acquisition. Distributions received from the joint venture reduce the carrying amount of the investment.
i) Details and financial information of material Joint ventures Details of the Group’s Material joint venture at the end of the reporting period is as follows:
(All amounts in ` Lacs) Name of the Joint Venture Principal Activity Place of Propotion of ownership interest Incorporation and voting power held by the and Principle Group place of 31 March 2018 31 March 2017 business Nuance Group (India) Private Limited * Airport Retailing India - 50.00% Timezone Entertainment Private Limited ** Entertainment India - 48.42% * During the year, the Company has disposed of its 40% shareholding in Nuance Group (India) Pvt. Ltd. (NGIPL) to The Nuance Group AG, Switzerland, at a consideration of ` 600 lacs on October 6, 2017. With the disposal of this shareholding, the Shareholders Agreement executed with them, stands terminated and accordingly, NGIPL ceases to be an associate Company of the Company. Accordingly, the Company has recorded a net gain of `14 lacs in the current financial year which has been disclosed as an exceptional item. (31 March 2017 impairment of `1,282.71 lacs) ** During the year, the Company has disposed off its 48.42% shareholding in Timezone Entertainment Private Ltd. (TEPL) to Timezone West Asia Pte. Ltd., at a consideration of `2,270 lacs on February 15, 2018. With the disposal of this shareholding, the joint venture agreement executed in this regard, stands terminated and accordingly, TEPL ceases to be an associate Company of the Company. Accordingly, the Company has recorded a net gain of `728.33 lacs in the current financial year which has been disclosed as an exceptional item.
190 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 191 - - Lacs) Lacs) ` ` 421.98 421.98 Timezone Timezone Timezone Timezone Entertainment Entertainment Entertainment Entertainment Private Limited Private Private Limited Private - - (All amounts in (All amounts in Limited Limited (India) Private (India) Private (India) Private (India) Private Nuance Group Nuance Group Nuance Group Nuance Group - - - - 1,282.71 - Timezone Timezone Timezone Timezone Entertainment Entertainment Entertainment Entertainment Private Limited Private Private Limited Private ------5,552.05 - 3,698.24 - 2,000.00 4,377.54 3,524.87 - - 537.98 806.08 2,079.24 - - 152.93 - 1,743.15 2,000.00 1,724.39 101.09 - 512.60 - 3,725.43 50.00% 2,030.20 48.42% - - - - - 580.00 1,404.20 31 March 2018 31 March 2017 31 March 31 March 2018 31 March 2017 31 March Limited Limited (India) Private (India) Private (India) Private (India) Private Nuance Group Nuance Group Nuance Group Nuance Group
summarised financial information below represents amounts shown in the joint venture’s financial venture’s in the joint amounts shown represents information below summarised financial equity accounting the group by adjusted with the Ind-ASs in accordance prepared statements purposes.
Summarise financial information in respect of Group’s material joint venture is set out below. The out below. is set joint venture material of Group’s information in respect Summarise financial ii) Particulars Non-Current Assets Non-Current Current Assets Current Liabilities Non-current Liabilities Current and liabilities amounts of assets The above include the following: Cash and cash equivalents trade financial liabilities (excluding Current and provisions) payables financial liabilities (excluding Non-Current and provisions) payables trade of summarised financial Reconciliation information to the carrying amount of in joint ventures interest of joint ventures Assets Net Particulars The above profit (loss) for the year include include the year profit (loss) for The above the following: and amortisation Depreciation incomeInterest expenseInterest (income)Income tax expense 178.13 832.55 - 136.33 389.27 7.71 1,018.67 - 97.76 7.09 370.60 304.56 - 125.59 49.83 6.28 Revenue operations continuing / (loss) from Profit year / (loss) for the Profit income for the yearOther comprehensive income for the year comprehensive Total the joint venture from Dividends received during the year 13.06 13.06 - 284.78 284.78 (682.97) 13.06 - (688.77) (580.11) 8,514.25 284.78 (5.80) (582.92) 5,767.57 (682.97) 15,776.00 (2.81) (580.11) 5,931.51 Proportion of Group's ownership interest in interest ownership of Group's Proportion the joint ventures Goodwill Other adjustments (please specify) Less: Impairment in value Less: Carrying amount of the Group's interest in interest Carrying amount of the Group's the joint ventures NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to Notes:- 2017. till 06 October, the Group by consolidated financials are Limited (India) Private Group i. Nuance 2018. till 15 February, the Group by consolidated are financials Ltd. Private Entertainment ii. Timezone NOTES to the consolidated financial statements for the year ended 31 March 2018
c) Disclosure on Non-controlling Interests
i Non-controlling Interests
(All amounts in ` Lacs) Year ended Year ended Particulars 31 March 2018 31 March 2017 Balance at the beginning of the year 521.06 (122.21) Share of profit/(loss) for the year (2,974.76) (4,145.52) Contribution during the year 1,451.07 4,788.79 Sale of Interest in subsidiary - Hypercity 1,002.63 - Balance at the end of the year - 521.06
ii Details of non-wholly owned subsidiaries that have material non-controlling interests a. The table below shows details of non-wholly owned subsidiaries of the Group that have material non- controlling interests:
(All amounts in ` Lacs) Proportion of ownership interests Profit/(Loss) allocated Place of and voting rights held to controlling Accumulated non- incorporation by non-controlling interests controlling interests Name of subsidiary and principal interests place of business 31 March 31 March 31 March 31 March 31 March 31 March 2018 2017 2018 2017 2018 2017 Hypercity Retail (India) Limited India - 51.08% - 48.92% - 521.06
b. Summarised financial informartion in respect of each of the Group’s subsidiaries that has material non-controlling interests is set out below. The summarised financial information below represents amounts before intragroup eliminations:
As at As at Particulars 31 March 2018 31 March 2017 Non-current assets - 33,158.09 Current assest - 22,673.32 Non-current liabilities - 25,034.62 Current liabilities - 29,652.13 Equity attributable to owners of the Company - 623.60 Non-controlling interests - 521.06
c. Particulars As at As at 31 March 2018 31 March 2017 Revenue 75,776.04 116,744.27 Expenses 81,857.94 125,143.49 Profit/(Loss) for the year (6,081.90) (8,399.22) Profit/(Loss) attributable to owners of the Company (3,107.14) (4,290.10) Profit/(Loss) attributable to non-controlling interests (2,974.76) (4,109.12) Profit/(Loss) for the year (6,081.90) (8,399.22) Other comprehensive income attributable to owners of the Company - (38.00) Other comprehensive income attributable to non-controlling interests - (36.40) Other comprehensive income for the period - (74.40) Total comprehensive income attributable to owners of the Company (3,107.14) (4,328.10) Total comprehensive income attributable to non-controlling interests (2,974.76) (4,145.52) Total comprehensive income for the year (6,081.90) (8,473.62) Net cash inflow/(outflow) from operating activities 2,384.34 (1,282.81) Net cash inflow/(outflow) from investing activities (125.18) (2,067.93) Net cash inflow/(outflow) from financing activities (699.88) 3,290.31 Net cash inflow/(outflow) 1,559.28 (60.43) * Hypercity consolidated from April 1, 2017 till November 30, 2017.
192 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 193 `) price Weighted Weighted 65.22 Fair value at value Fair grant date ( date grant Year ended Year average exercise exercise average 31 March 2017 31 March `) Options Price ( Price Exercise Exercise 10.63 Number of Year ended Year 31 March 2018 31 March price Weighted Weighted average exercise exercise average 1,69,757) shares are exercisable at the end of the exercisable are shares 1,69,757) ------` 31 March 201831 March 2017 31 March 49,919 49,919 363.07 211,124 353.61 60,020 60,020 345.99 31,553 297.93 Options 211,124 353.61 340,975 339.62 101,185 - 98,298 - Number of 49,919 (2017: 49,919 ` 3,275 31.07.2015 31.07.2018 404.00 124.35 Number date Grant Expiry date 160,675 160,675 29.04.2014 29.04.2017 362.00 123.21 200,000 200,000 200,000 09.06.2012 28.08.2013 09.06.2015 28.08.2016 297.00 344.00 115.70 124.00
Granted during the year Granted Outstanding at the beginning of the year / Cancelled during the year Lapsed Outstanding at the end of the year Number of Employee Stock Option Outstanding: Stock Number of Employee Exercised during the year Exercised during the year Surrendered Option series 2012 on June 9, Granted Granted on August 28, 2013 28, on August Granted 2014 on April 29, Granted on July 31, 2015 Granted All options vested based on the pre determined vesting schedule (i.e. three years) from the date of grant and of grant the date from years) three schedule (i.e. vesting determined based on the pre All options vested or twelve of retirement the date schedule, six months from of vesting the last date 12 months from after expire is the earlier. whichever of the employee, the resignation months after Of the above outstanding share options, share outstanding Of the above respective reporting periods. reporting respective with the terms of the share option scheme, as approved by shareholders at a previous general meeting, employees employees meeting, general at a previous shareholders by scheme, as approved option of the share with the terms equity purchase to options be granted may of service years than five more and having grade with a pre-defined paid or No amounts are on exercise. Company of the one equity share into option converts Each share shares. rights. dividends nor voting rights to of the option. The options carry neither on receipt the recipient by payable options share schedule.The as per vesting of grant, the date from within four years exercised be Options may of grant. the date from schedule vesting on a pre-determined based vests performance the above However, granted. options are the share and conditions upon which account the terms vest. the number of instruments that will ultimately in determining condition is only considered options. these share for of cash settlement a past practice does not have Particulars Option Scheme Stock Expense arising on Employee transactions payment share-based arising from expense Total 10.63 65.22 The expense recognised for employee services received during the year is show in the following table: in the following is show year during the services received employee for recognised The expense
36.1 plan of the Group share option Employee 36.3 the year in share options during Movements 36.2 in the year of share options granted value Fair 2017-18. during the F.Y. grants no new are There In accordance and its subsidiaries. of the Company scheme for certain option employees has a share The Company using a binomial option pricing model, taking into date at the grant options is estimated of the share value The fair The Group alternatives. no cash settlement are There years. is three of each option granted term The Contractual and prior years: during the current in existence were arrangements payment share-based The following
36 Share based payments NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to NOTES to the consolidated financial statements for the year ended 31 March 2018
Details of yearwise grant and exercise:
Year / (date of Options granted Exercised till Exercised in Exercised till Outstanding Exercised in Outstanding Grant) (net of lapsed) 31.3.2016 2016-17 31.3.2017 31.3.2017 2017-18 31.3.2018 2009-10 958,740 958,740 - 958,740 - - - (29.04.2009) 2009-10 358,200 358,200 - 358,200 - - - (24.03.2010) 2011-12 124,100 124,100 - 124,100 - - - (29.04.2011) 2012-13 101,807 71,829 29,978 101,807 - - - (09.06.2012) 2013-14 42,512 27,054 1,575 28,629 106,042 13,883 - (28.08.2013) 2014-15 104,586 10,494 - 10,494 101,807 44,173 49,919 (29.04.2014) 2014-15 ------(05.11.2014) 2015-16 1,964 - - - 3,275 1,964 - (31.07.2015) 31,553 1,581,970 211,124 60,020 49,919
36.4 Share options exercise during the year The following share options were exercised during the year
Weighted Number Exercise Average Share Option series Exercised date price at exercise date (`) Granted on August 28,2013 13,883 17.09.2017 344 Granted on April 29, 2014 3,938 17.09.2017 362 4,887 26.10.2017 362 20,159 30.11.2017 362 5,571 31.01.2018 362 9,618 19.03.2018 362 Granted on July 31,2015 1,964 31.01.2018 404
36.5 The weighted average contractual life of the options outstanding is 3.08 years.
37. Derivatives / Forward foreign exchange contracts a) The Group uses foreign currency forward contracts to hedge its risks associated with foreign currency exposures relating to the underlying transactions and firm commitments. The Group does not enter into any derivative instruments for trading and speculative purposes. It is the policy of the Group to enter into forward foreign exchange contracts to cover specific foreign currency payments and receipts. The Group also enters into forward foreign exchange contracts to manage the risk associated with anticipated sales and purchase transactions out of 6 months within 40% to 50% of the exposure generated. Adjustments are made to the initial carrying amounts of non-financial hedged items when the anticipated sale or purchase transaction takes place. The following are the outstanding Forward Exchange Contracts entered into by the Group as at 31 March 2018.
Particulars 31 March 2018 31 March 2017 Number of Contracts 1111131 Type Buy Buy Buy Buy Buy Buy Buy Foreign currency (in lacs) 0.27 EURO 0.06 GBP 1.86 USD 0.04 AED 0.37 GBP 3.33 USD 0.82 EURO INR Equivalent (in lacs) 22.20 5.77 121.43 0.64 29.81 217.10 57.04
194 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 195 As at As in lacs ` 88,510.57 38,679.39 31 March 2017 31 March As at As in lacs ` 12,534.88 89,478.63 85,080.60 34,504.15 31 March 2018 31 March 297 lacs). ` 188 lacs (2017: ` In a potentially inflationary economy, the Group expects periodical price increases periodical price increases expects the Group inflationary economy, In a potentially The Group is exposed to interest rate risk primarily due to borrowings having floating floating having borrowings primarily due to risk rate interest to is exposed The Group across its retail product lines. Product price increases which are not in line with the levels of customers’ of customers’ not in line with the levels which are price increases lines. Product product its retail across the risk is managed In such a scenario, sales volumes. affect the business/retail spends, may discretionary with negotiates The Group sustain volumes. to customers retail to discounts offering judicious product by discounts absorb the product substantially such that the rebates price rebates for purchase its vendors losses. margin significant product itself from protect This helps the Group customers. the retail to offered get would volumes although overall sector, in the retail in case of a downturn This mechanism also works affected. risk: Interest capital working short term capital limits for availing working uses available The Group rates. interest mix of has an effective time so that the Group time to from negotiated rates demand loans with interest of / decrease that an increase shows sensitivity analysis rate Interest borrowings. rate and variable fixed before profit ’s in the Group / increase in decrease result would rates fifty basis points in floating interest approximately tax by market risk for the Group arises primarily from product price risk, interest rate risk and, to some extent, some extent, risk and, to rate interest price risk, product arises primarily from risk for the Group market risk. currency foreign price risk: Product There are no foreign currency exposures that have not been hedged by a derivative instrument or otherwise a derivative hedged by not been that have exposures currency no foreign are There at the end of the year. Capital Long term borrowings (including current maturities) (including current borrowings term Long borrowings Short term debt Total 8,700.11 63,110.26 3,834.77 25,400.31 Equity share capital share Equity on less goodwill Interests, Other equity (including Non-Controlling consolidation) Equity Total 4,398.03 4,175.24 Debt to Total Equity Ratio Equity Total Debt to 0.14 2.29
below 1 which it has achieved in current year. in current 1 which it has achieved below of Directors The Board risk and liquidity risk. credit risk, market are significant influence on the Group could have suitable actions and monitors out policies for managing these risks and sets reviews Companies of respective and operational on the Group’s such risks effects of adverse minimise potential to management by taken financial performance. appropriate return to shareholders and maintain a cost efficient capital structure. The Group determines the determines The Group a cost efficient capital structure. and maintain shareholders to return appropriate plan, year and a five budget companies on the basis of an annual for respective required amount of capital funding requirements The Group’s technology. in stores, capital investment capital, including, for working Majorly borrowings. and short-term a combination of both long-term accruals and internal through met are the utilise capital requirement and based on the working loan for its CAPEX requirement long term raise Group capital loans. working of the Group: table summarise the capital basis. The following
(a) Market risk: Market (a) The the Group. to cash flows place could affect the future Risk is the risk that changes in market Market B. Financial risk management risk Financial B. that / financial performance. The risks business and operational affect the Group’s may risks of A wide range basis on consolidated Company of the holding equity ratio total the debt to keep is to objective The Group’s A. Capital risk management as a going concern, provide continuity safeguard to managing capital are when objectives The Group’s equity on a periodic total consolidated debt to total of consolidated capital on the basis monitors The Group 38. Financial Instruments 38. b) Currency exposure Unhedged Foreign NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to NOTES to the consolidated financial statements for the year ended 31 March 2018
Currency risk: The Group’s significant transactions are in Indian Rupees and therefore there is minimal foreign currency risk. Generally, the Group fully covers the foreign currency risk for transactions in foreign currency which are primarily for import of merchandise, by entering into forward foreign exchange contracts. Also Refer Note 37 for the forward foreign currency contracts outstanding at the end of the reporting period. (b) Credit risk: Credit risk is a risk that the counterparty will default on its contractual obligation resulting in financial loss to the Group. The credit risk for the Group primarily arises from credit exposures to trade receivables (mainly institutional customers), deposits with landlords for store properties taken on leases and other receivables including balances with banks. Trade and other receivables: The Group’s retail business is predominantly on ‘cash and carry’ basis which is largely through credit card collections. The credit risk on such collections is minimal, since they are primarily owned by customers’ card issuing banks. The Group has adopted a policy of dealing with only credit worthy counterparties in case of institutional customers and the credit risk exposure for institutional customers is managed by the Group by credit worthiness checks. The Group also carries credit risk on lease deposits with landlords for store properties taken on leases, for which agreements are signed and property possessions timely taken for store operations. The risk relating to refunds after store shut down is managed through successful negotiations or appropriate legal actions, where necessary. The Group’s experience of delinquencies and customer disputes have been minimal. Further, Trade and other receivables consist of a large number of customers, across geographies, hence, the Group is not exposed to concentration risks. Property options receivable: The Group considers a variety of relevant factors like age, past due details and credit enhancements (guarantees) in assessing credit risk from property options receivable. The property option receivables are guaranteed under contract by a Company of the promoter shareholder group with further assurance from a promoter director. (c) Liquidity Risk: Liquidity risk is a risk that the Group may not be able to meet its financial obligations on a timely basis through its cash and cash equivalents, and funds available by way of committed credit facilities from banks. Management manages the liquidity risk by monitoring rolling cash flow forecasts and maturity profiles of financial assets and liabilities. This monitoring includes financial ratios and takes into account the accessibility of cash and cash equivalents and additional undrawn financing facilities. The table below summarises the maturity profile (remaining period of contractual maturity at the balance sheet date) of the Group’s financial liabilities based on contractual undiscounted cash flows.
Between Carrying Less than 1 year 1 and 5 years amounts At 31 March 2017 ` in lacs ` in lacs ` in lacs Borrowings (long term and short term) 51,414.93 37,095.64 88,510.57 Interest payable 397.74 - 397.74 Trade payables and other accruals 49,080.56 - 49,080.56 At 31 March 2018 Borrowings (long term and short term) 8,134.80 4,400.08 12,534.88 Interest payable 6.37 - 6.37 Trade payables and other accruals 51,906.81 - 51,906.81
In respect of financial guarantee contracts, no amounts are recognised based on the results of the liability adequacy test for likely deficiency / defaults by the entities on whose behalf the Group has given guarantees, grounded on the Group’s actual experience.
196 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 197 As at As in lacs in lacs ` ` 33,200.00 Level 1 Level 1 Level Level 2 Level hierarchy 31 March 2017 31 March - 5,854.25 As at As As atAs at As in lacs in lacs 588.82 4,043.91 ` ` 2,500.00 11,500.00 11,956.94 16,319.67 33,400.00 0.26 lacs 0.26 ` 31 March 2018 31 March Nil Nil 31 March 2018 31 March 2017 31 March Liabilities Fair value as at value Fair value Fair 0.39 lacs 0.39 ` 2,003.55 lacs 2,003.55 26,241.01 lacs 26,241.01 ` ` 31 March 201831 March 2017 31 March Assets Assets Assets Assets Assets Assets
each reporting period: Fair Value through Profit and Loss through Profit Value Fair contracts currency foreign Forward in Mutual Funds Investment through OCI Value Fair Limited Retail in Future Investment Financial assets / Financial assets Financial liabilities Financial Assets (amortised cost): Financial Assets receivablesTrade Cash & Cash equivalentsOther bank balancesOther financial assets- Premises and other deposits 534.88 4,771.72 12,545.76 68.80 547.83 5,682.68 20,363.58 213.09 Amount Used Amount UnusedTotal - Others Financial Liabilities (amortised cost): term - long Borrowings - short termBorrowings payablesTrade Other financial liabilities 2,500.00 5,645.75 4,400.08 3,834.77 37,095.64 8,320.31 25,400.31 51,906.81 30,775.98 49,080.56 Undrawn financing facility financing Undrawn Amount UsedAmount UnusedTotal 1,328.14 32,071.86 18,520.58 14,679.42
are estimated based on forward exchange rates at the end of the reporting period, discounted at a rate that at a rate period, discounted at the end of the reporting rates exchange based on forward estimated are risk of the Group. the credit reflects periods mentioned. which cash flows future using discounted is determined value input used: Fair and key technique Valuation their carrying amounts and liabilities approximate financial assets of the above values The fair on a recurring basis as at the end of value at fair and liabilities that are measured Financial assets (ii)
as at the end of reporting undrawn which were facilities financing following to has access The Group NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to (i) and liabilities that are measured at amortised cost: Financial assets C. Fair Value Measurements Value Fair C. NOTES to the consolidated financial statements for the year ended 31 March 2018
39. Additional information as required by Paragraph 2 of the General Instructions for Preparation of Consolidated Financial Statements to Schedule III to the Companies Act, 2013.
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2018 Net assets, i.e. total Share in other Share in total Particulars assets minus total Share of profit or loss comprehensive income comprehensive income liabilities As % of As % of As % of Amount As % of Amount Amount Amount consolidated consolidated consolidated (` in consolidated (` in (` in lacs.) (` in lacs.) net assets profit or loss profit or loss lacs.) profit or loss lacs.) Holding Company Shoppers Stop Limited 101% 91,115.98 129% 27,715.62 100% (704.89) 128% 28,420.51 Subsidiaries (Indian) HyperCity Retail (India) 0% - -28% (6,081.90) 0% - -27% (6,081.90) Limited Crossword Book Stores 2% 1,574.72 -2% (328.26) 0% - -1% (328.26) Limited Upasna Trading 0% (87.97) 0% (0.50) 0% - 0% (0.50) Limited Shopper’s Stop 0% 8.60 0% (0.35) 0% - 0% (0.35) Services (India) Limited Shopper’s Stop.Com 0% 3.67 0% (0.35) 0% - 0% (0.35) (India) Limited Gateway Multichannel -2% (2,171.03) 0% (0.44) 0% - 0% (0.44) Retail (India) Limited Non controlling 0% - 0% - 0% - 0% - interest Joint Ventures (as per Equity method) Nuance Group (India) 0% - 0% 5.22 0% - 0% 5.22 Private Limited Timezone 0% - 1% 137.90 0% - 1% 137.90 Entertainment Private Limited
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2017 Net assets, i.e. total Share in other Share in total Particulars assets minus total Share of profit or loss comprehensive income comprehensive income liabilities As % of As % of As % of Amount As % of Amount Amount Amount consolidated consolidated consolidated (` In consolidated (` In (` In lacs.) (` In lacs.) net assets profit or loss profit or loss lacs.) profit or loss lacs.) Holding Company Shoppers Stop Limited 72% 34,551.32 3% (228.25) 27% (13.58) 3% (241.83) Subsidiaries (Indian) HyperCity Retail (India) 22% 10,726.97 33% (2,576.07) 0% - 33% (2,576.07) Limited Crossword Book Stores 2% 1,172.84 4% (294.47) 0% - 4% (294.47) Limited Upasna Trading 0% (31.19) 0% (0.77) 0% - 0% (0.77) Limited Shopper’s Stop 0% 7.43 0% (0.61) 0% - 0% (0.61) Services (India) Limited Shopper’s Stop.Com 0% 4.03 0% (0.63) 0% - 0% (0.63) (India) Limited
198 Annual Report 2017-2018 STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS 199 In ` ( lacs.) Amount Share in total in total Share As % of As comprehensive income comprehensive profit or loss profit consolidated consolidated In ` ( lacs.) Amount DIN: 00029419 Share in other Share As % of As comprehensive income comprehensive profit or loss profit consolidated consolidated In lacs.) Amount ` ( As % of As Share of profit or loss of profit Share profit or loss profit consolidated consolidated In lacs.) Amount liabilities ` ( 1% 580.00 4% (344.38) 0% - 4% (344.38) 3% 1,404.21 4% (282.26) 0% - 4% (282.26) 0% 28.34 0% (0.53) 0% - 0% (0.53) -1% (521.06) 52% (4,109.12) 73% (36.40) 53% (4,145.52) assets minus total minus total assets As % of As Net assets, i.e. total total i.e. assets, Net net assets net consolidated consolidated
figures have been regrouped / reclassified wherever necessary. wherever / reclassified been regrouped have figures the Company has established an implementation team to implement IND-AS 115 related to the recognition the recognition to 115 related implement IND-AS to team has established an implementation the Company accounting system the changes to evaluate and it continues to with customers contracts from of revenue of the estimates A reliable be necessary. that may requirements and additional disclosure and processes be possible once the implementation will only 115 on the financial statements impact of IND-AS quantitative has been completed. project
The previous year figures have been audited by an audit firm other than S R B C & Co LLP. The previous year’s year’s The previous an audit firm other than S R B C & Co LLP. by been audited have figures year The previous Mumbai: 27 April 2018 Mumbai: 27 April 2018 Vijay ManiarVijay Partner 36738Membership No. Chief Financial Officer Dy. Jain Vijay & Associate Care Customer Secretary Company & Associate Care Customer Sanghavi Bharat In terms of our report of even date of even of our report In terms S R B C & CO LLPFor 324982E / E300003 No. ICAI Firm Reg. AccountantsChartered of Directors and on Behalf of the Board For Chairman Director C.L. Raheja DIN: 00027979 & Associate Care Customer DIN: 00028044 Raheja Ravi Managing Director S. Shrikhande Govind Gateway Multichannel Gateway (India) Limited Retail Particulars Non controlling interest (as per Joint Ventures method) Equity (India) Nuance Group Limited Private Timezone Private Entertainment Limited FOR THE FINANCIAL YEAR ENDED 31 MARCH 2017 FOR THE FINANCIAL 41. of fiscal 2019. in the first quarter the Company for 2018 and is effective notified on 28 March 115 was IND-AS 40. 40. effective Standards issued but not yet NOTES NOTES 2018 ended 31 March year for the statements financial the consolidated to
STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS
Mr. Gareth Thomas Thomas Gareth Mr. Non-executive and Independent Director (upto 26.10.2017) (upto Director Independent and Non-executive -77.78%
Mr. Manish Chokhani Chokhani Manish Mr. Non-executive and Independent Director Independent and Non-executive 9.84%
Ms. Abanti Sankaranarayanan Sankaranarayanan Abanti Ms. Non-executive and Independent Director Independent and Non-executive -22.22%
Mr. Nirvik Singh Singh Nirvik Mr. Non-executive and Independent Director Independent and Non-executive -22.22%
Mr. Deepak Ghaisas Ghaisas Deepak Mr. Non-executive and Independent Director Independent and Non-executive -3.00%
Prof. Nitin Sanghavi Sanghavi Nitin Prof. Non-executive and Independent Director Independent and Non-executive 22.73%
Mr. Neel C. Raheja Raheja C. Neel Mr. Non-executive Director Non-executive 75.00%
Mr. Ravi C. Raheja Raheja C. Ravi Mr. Non-executive Director Non-executive 27.78%
Mr. Chandru L. Raheja Raheja L. Chandru Mr. Chairman 75.00%
in Remuneration in
Name of Directors and KMPs and Directors of Name Designation
% increase / decrease decrease / increase %
SECRETARY IN THE FINANCIAL YEAR 2017-18 AS COMPARED TO FINANCIAL YEAR 2016-17: YEAR FINANCIAL TO COMPARED AS 2017-18 YEAR FINANCIAL THE IN SECRETARY
THE PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR, CHIEF FINANCIAL OFFICER, CHIEF EXECUTIVE OFFICER, COMPANY COMPANY OFFICER, EXECUTIVE CHIEF OFFICER, FINANCIAL CHIEF DIRECTOR, EACH OF REMUNERATION IN INCREASE PERCENTAGE THE 2.
The median remuneration of the Company for all its employees is is employees its all for Company the of remuneration median The 2. 233,397 for the financial year 2017-18. year financial the for 233,397 `
The remuneration of Non-Executive Directors consists of sitting fees & payment of Commission, wherever applicable. wherever Commission, of payment & fees sitting of consists Directors Non-Executive of remuneration The 1.
Notes:
Mr. Govind Shrikhande Shrikhande Govind Mr. Managing Director Managing 48,071,220 205.96:1
Mr. B. S. Nagesh S. B. Mr. Non-executive Director Non-executive 650,000 2.78:1
Mr. Gareth Thomas Thomas Gareth Mr. Non-executive and Independent Director Independent and Non-executive 100,000 0.43:1
Mr. Manish Chokhani Chokhani Manish Mr. Non-executive and Independent Director Independent and Non-executive 670,000 2.87:1
Ms. Abanti Sankaranarayanan Abanti Ms. Non-executive and Independent Director Independent and Non-executive 350,000 1.50:1
Mr. Nirvik Singh Singh Nirvik Mr. Non-executive and Independent Director Independent and Non-executive 350,000 1.50:1
Mr. Deepak Ghaisas Ghaisas Deepak Mr. Non-executive and Independent Director Independent and Non-executive 970,000 4.16:1
Prof. Nitin Sanghavi Nitin Prof. Non-executive and Independent Director Independent and Non-executive 810,000 3.47:1
Mr. Neel C. Raheja Raheja C. Neel Mr. Non-executive Director Non-executive 350,000 1.50:1
Mr. Ravi C. Raheja C. Ravi Mr. Non-executive Director Non-executive 460,000 1.97:1
Mr. Chandru L. Raheja L. Chandru Mr. Chairman 350,000 1.50:1
median remuneration median
) ( `
Name of Directors of Name Designation of each Director to to Director each of
Remuneration Remuneration
Ratio of Remuneration Remuneration of Ratio
THE FINANCIAL YEAR 2017-18 : 2017-18 YEAR FINANCIAL THE
THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR FOR COMPANY THE OF EMPLOYEES THE OF REMUNERATION MEDIAN THE TO DIRECTOR EACH OF REMUNERATION THE OF RATIO THE 1.
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014. RULES, PERSONNEL) MANAGERIAL OF REMUNERATION STATEMENT UNDER SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND AND (APPOINTMENT COMPANIES THE OF 5(1) RULE WITH READ 2013 ACT, COMPANIES THE OF 197 SECTION UNDER STATEMENT N.A. N.A. 6.00% 6.50% 6.50% 30.00% in Remuneration % increase / decrease / decrease % increase Designation Non-executive Director Director Non-executive Managing Director 31.05.2017) (upto Officer Chief Executive 22.12.2017) (upto Chief Financial Officer Secretary Company 09.01.2018) (w.e.f. Officer Chief Executive The variation in percentage of remuneration of non-executive directors is on account of receipt of sitting fees, during the year under review, vis a vis the preceding vis a the preceding under review, during the year of sitting fees, of receipt is on account directors of non-executive of remuneration in percentage The variation Mr. Salil Nair, Chief Executive Officer of the Company had resigned from the services of the Company with effect from May 31, 2017. The Board has appointed Mr. Rajiv Mr. has appointed The Board 31, 2017. May from with effect the services of the Company resigned from had of the Company Officer Chief Executive Salil Nair, Mr. financial year. financial regard. in this computed cannot be increase/decrease percentage Hence 2018. January 09, w.e.f. of the Company Officer Suri as Chief Executive
Name of Directors and KMPs Name of Directors B. S. Nagesh Mr. Shrikhande Govind Mr. Salil Nair Mr. Chakravarti Sanjay Mr. Sanghavi Bharat Mr. Suri Rajiv Mr. Notes: 1. 2. IN THE FINANCIAL YEAR 2017-18: OF EMPLOYEES INCREASE IN THE MEDIAN REMUNERATION THE PERCENTAGE 7.75%. was year in the financial of all employees in the median remuneration increase The percentage AS ON MARCH 31, 2018: ON THE ROLLS OF COMPANY THE NUMBER OF PERMANENT EMPLOYEES CCAs. 7,480 31, 2018 were as on March of Company on the rolls The number of permanent employees PERSONNEL IN THAN THE MANAGERIAL OTHER OF EMPLOYEES MADE IN THE SALARIES PERCENTILE INCREASE ALREADY AVERAGE AND REMUNERATION WITH THE PERCENTILE INCREASE IN MANAGERIAL FINANCIAL YEAR AND ITS COMPARISON THE LAST FOR INCREASE IN THE MANAGERIAL CIRCUMSTANCES THEREOF AND POINT OUT IF THERE ARE ANY EXCEPTIONAL JUSTIFICATION : REMUNERATION in salaries for increase percentage %. The average 7.75 other than managerial personnel was employees in salaries for increase percentage The average the Company. by conducted survey done based on the compensation was salary 5%. The bench mark for increase managerial personnel was per the Appointment is as team managerial personnel and members of senior management key the directors, to paid remuneration that the affirmed It is of the Company. and Senior Management Policy of Directors and Remuneration 3. 4. 5. 6.
Annual Report 2017-2018
STRATEGIC REPORT STATUTORY REPORTS FINANCIAL STATEMENTS
Manager
B. Textile, Diploma in L.T.M L.T.M in Diploma Textile, B. Associate & Sr. Trading Trading Sr. & Associate General Manager - Marketing - Manager General
Chitnis Vikram Mr. 10 6,139,109 6,139,109 23-10-02 Care Customer 53 India Fibre Euro 28
Controller
B.E , MMS , B.E Associate & Regional Regional & Associate Senior Executive Senior
Mr. Shamsundar Kamat Kamat Shamsundar Mr. 9 6,312,839 6,312,839 15-03-99 Care Customer 46 (I)Ltd Exchange Ion 22
Solutions & Technology & Solutions
B.A., Diploma in RDBMS (Oracle) RDBMS in Diploma B.A., Associate & Head - - Head & Associate Senior Executive - Systems Systems - Executive Senior
Mr. Anil Shankar Arasavilli Arasavilli Shankar Anil Mr. 8 6,794,386 6,794,386 24-05-99 Care Customer 46 Resorts Sterling 20
Omni Channel Retail Channel Omni Chief Operating Officer Operating Chief
B.E (Electronics), M.S.E.E (Electronics), B.E Associate & Head - - Head & Associate Ltd) Incorporation
Oswal Sachin Mr. 7 6,861,450 6,861,450 08-01-15 Care Customer 38 Infibeam.com (Infibeam (Infibeam Infibeam.com 16
Store Planning Store
B.Arch, MBA B.Arch, Associate & Head of of Head & Associate Manager - Project - Manager
Sharma Satish Mr. 6 7,048,938 7,048,938 21-03-07 Care Customer 49 Limited ITC 25
Distribution
Supply chain Supply Assistant Manager - - Manager Assistant
B.Com Associate & Head - - Head & Associate Ltd. Pvt.
C Devadas Mr. 5 8,303,971 8,303,971 01-12-97 Care Customer 54 Hotel & Property Ivory 31
Human Resources Human Hypermarket & Ops & Hypermarket
B.Com, MSW B.Com, Associate & Head - - Head & Associate Vice President - - President Vice
4 Rao BVM Mr. 08-05-08 Care Customer 56 28 9,303,912 Stores Express Food
Buying & Merchandising & Buying
B.E, CFA B.E, Associate & Head - - Head & Associate Project Engineer Project
3 Asthana Gopal Mr. 28-01-98 Care Customer 46 21 12,462,257 - Ltd. Johnson R H
Retail Operations Retail
B.Sc Associate & Chief of of Chief & Associate Chief Operating Officer Operating Chief
2 Kassam Amin Mr. 04-01-17 Care Customer 62 41 16,403,145 - Ltd. Trends Reliance
Retail Division Retail
Director - President Vice
B.Tech, MBA B.Tech, Associate & Managing Managing & Associate Ltd. Co. Manufacturing
Mr. Govind Shrikhande Govind Mr. 1
Customer Care Care Customer 57 03-04-01 48,071,220 48,071,220 Bombay Dyeing & & Dyeing Bombay 34
of Employment of ) ( `
No. (Years) designation therein designation (Years)
Name & Qualification of Employees of Qualification & Name Designation Commencement Commencement Remuneration Remuneration
Sr. Sr. Age Age Last Employment held and and held Employment Last Experience
Date of of Date Gross Gross
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014, AS AMENDED, FOR THE YEAR ENDED MARCH 31, 2018. 31, MARCH ENDED YEAR THE FOR AMENDED, AS 2014, RULES, PERSONNEL) MANAGERIAL OF REMUNERATION STATEMENT UNDER SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT AND AND (APPOINTMENT COMPANIES THE OF (3) & 5(2) RULE WITH READ 2013 ACT, COMPANIES THE OF 197 SECTION UNDER STATEMENT
Last Employment held and Employment Last designation therein Ivory Property & Hotel Property Ivory Pvt. Ltd. Senior Manager - Operations Processing Computer Trinity India Pvt. Ltd. Manager - US Accounting Sr. Jabong.com (Jade E Services Pvt. Ltd.) Brands VP - Private Dubai, UAE Majid Al Futtaim, Officer Chief Executive 25 33 23 30 (Years) Experience Experience ) ` ( Gross Gross 4,543,886 4,543,886 15,567,998 15,567,998 10,366,338 10,366,338 10,021,884 10,021,884 Remuneration Remuneration 8.5 LAC PER MONTH LAC 8.5 ` Date of Date 17-10-05 31-08-15 01-12-97 09-01-18 of Employment Commencement Commencement Designation Customer Care Care Customer & Chief Associate Officer Executive Care Customer & Chief Associate Financial Officer Care Customer & Head- Associate Brand Private Care Customer & Chief Associate Officer Executive 55 53 48 48 Age Age (Years)
Mr. Salil Nair Mr. B.Sc, M.Sc Chakravarti Sanjay Mr. C.A B.Com, Ms. Shilpa Gulatee Designing B.A, Fashion Suri Rajiv Mr. PGD - Sales & Marketing B.Com, Mgmt, PGD - Business Mgmt Retail Strategic Name & Qualification of Employees The Gross remuneration includes salary, bonus, various allowances, performanace linked incentives, taxable value of perquisites including ESOP and gratuity paid but including ESOP and gratuity of perquisites taxable value incentives, linked performanace allowances, bonus, various includes salary, remuneration The Gross of the Company. directors of any relative are mentioned above None of the employees of the Company. of the equity shares or more percent two hold himself or along with spouse and dependent children, above mentioned herein None of the employees Rules. as per Company’s are and conditions The other terms contractual. in all cases are of employment The nature excluding gratuity provision. gratuity excluding 1 2 3 4 Notes: 1. 2. 3. 4. EMPLOYED FOR PART OF THE FINANCIAL YEAR WITH AN AVERAGE SALARY ABOVE ABOVE SALARY OF THE FINANCIAL YEAR WITH AN AVERAGE FOR PART EMPLOYED Sr. No.
Annual Report 2017-2018 NOTES
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