Directors Report

for the year ended March 31, 2017

Dear Members,

Your Directors present herewith 20th Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the year ended March 31, 2017.

1. FINANCIAL PERFORMANCE
( Rs. in lacs)
Particulars Year ended March 31, 2017 Year ended March 31, 2016
Retail Turnover
Own merchandise – Gross of tax 367,500.86 335,179.31
Concessionaire/ consignment merchandise- Gross of tax 32,595.04 36,365.80
Other Retail operating income 5,619.72 6,356.67
405,715.62 377,901.78
Less: Value Added Tax 19,073.24 17,968.53
Less: Cost of concessionaire/ consignment merchandise 21,838.13 24,453.12
364,804.25 335,480.13
Other Income 2,956.98 3,023.83
Total Income 367,761.23 338,503.96
Profit before Depreciation & Tax 16,364.13 17,772.41
Less: Depreciation 11,552.61 9,766.40
Profit before Tax 4,811.52 8,006.01
Exceptional Items 4,780.00 2,381.00
tax Profit before 31.52 5,625.01
Less: Provision for Tax 2,025.37 3,337.01
(Loss)/Profit for the year (A) (1,993.85) 2,288.00
Other comprehensive income / (loss) (B) 26.24 (56.30)
Total comprehensive income / (loss) for the year (A)+(B) (1967.61) 2231.70

2. PERFORMANCE REVIEW

As on the date of the report, your Company has opened 7 departmental stores i.e. one store each at Goa, Noida, Mumbai – Panvel, Pune, Bengaluru, New Delhi and Ranchi taking its chain of stores to 80 stores (including 6 airport stores) spread across India. Further, the Company also has 16 HomeStop stores.

The revenue of the Company is Rs. 405,715.62 lacs (previous year Rs. 377,901.78 lacs), registering a growth of 7.36 % y-o-y basis. The net loss was

Rs. 1,993.85 lacs (previous year profit Rs. 2,288 lacs) and hence no amount is proposed to be carried to reserves.

3. DIVIDEND

Even though the Company has incurred a loss during the year under review, your Directors have recommended a dividend of Rs. 0.75 per equity share of Rs. 5 each (previous year Rs. 0.75 per equity share of Rs. 5 each) from its reserves. The payment of dividend is subject to approval of the shareholders at the ensuing Annual General Meeting.

Dividend Distribution Policy: As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the top 500 listed companies shall formulate a dividend distribution policy. Accordingly, the policy was adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders. The Policy may be accessed on the Companys website at the link https://corporate.shoppersstop.com/ uploaded_files/191b878-8de7.pdf The policy is also annexed herewith as Annexure I.

4. FINANCE

The Company continues to focus on judicial management of its working capital with various initiatives for bringing down the cost of borrowings.

The Company has availed short term secured & unsecured working capital loans & long term secured loans from banks. The costs of these facilities is constantly been reduced through judicial, planned & proactive fund management along with continuous monitoring and negotiations with lenders to garner the benefits accruing from money market changes. Other cost effective financing techniques such as commercial paper, working capital demand loans, vendor bill discounting facility, etc. are also being used to bring down the cost of funds. During the year, the Company has availed Rs. 5,000 lacs long term loans & Rs. 5,000 lacs Short Term Working Capital Loan at competitive rates. It has repaid Rs. 12,247 lacs long term loans on maturity through cash profit proceeds. During the year, the Company has received back net Rs. 5,081 lacs Inter-corporate Deposit from its subsidiary Company Hypercity Retail (India) Ltd. Consequently, during the year, the Company has been able to reduce its Loans from

Rs. 58,983 lacs at the beginning of the year to Rs. 57,590 lacs at the end of the financial year.

5. CREDIT RATING

During the year, the following credit ratings were assigned to the Company:

1. India Ratings & Research Private Limited (A

Fitch Group Company):

• IND A1 for Commercial Paper Programme of Rs. 5,000 lacs.

• IND A1 for Short Term Debt Programme/ Commercial Paper of Rs. 10,000 lacs.

2. Credit Analysis & Research Limited has assigned the following credit ratings:

• CARE A; Negative (Single A; Outlook: Negative) for the long-term bank facilities amounting to Rs. 74,267 lacs and CARE A1 (A One) for the short-term bank facilities amounting to Rs. 2,150 lacs.

• CARE A1 (A One) for Commercial Paper

Issue/ Short Term Debt Issue amounting to Rs. 10,000 lacs.

• CARE A; Negative (Single A; Outlook: Negative) for Non-Convertible Debenture issue amounting to Rs. 10,000 lacs.

3. CRISIL Limited has assigned CRISIL A1 rating for Commercial Paper of Rs. 10,000 lacs.

6. HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARY & JOINT VENTURE COMPANIES

As on March 31, 2017, your Company has six subsidiary Companies and two joint venture Companies, details whereof are as under:

Hypercity: Hypercity Retail (India) Ltd; the subsidiary Company achieved the total revenue (net of taxes) of Rs. 1,10,702.64 lacs (previous year Rs. 91,306.41 lacs), registering a growth of 21.24% y-o-y basis. Hypercity has posted loss of Rs. 8,399.22 lacs (previous year net loss of Rs. 8,714.40 lacs). It is the Companys policy and practice to constantly monitor its investments. In keeping with accounting prudence and conservativeness, the Company has made a provision of Rs. 3,600 lacs in the financial year 2016-17, towards diminution in value of investment in Hypercity.

Crossword: Crossword Bookstores Ltd; the wholly owned subsidiary has chain strength of 88 stores across the Country. The revenue of the Company in year under review was Rs. 10,920 lacs vis a vis (previous year Rs. 9,823 lacs). Crossword has posted net loss of Rs. 422 lacs for the year under review, against a net loss of Rs. 320 lacs in the previous year.

Timezone: Timezone Entertainment Private Ltd; is engaged in the business of operating Family Entertainment Centers (FEC) under the "Timezone" brand. There are 25 FECs which are set up and operated at leading shopping malls by Timezone. The revenue during the year under review was

Rs. 5,931 lacs (previous year Rs. 5,907 lacs), registering a growth of 0.40 % y-o-y basis. Timezone has incurred a loss of Rs. 580 lacs against previous years loss of Rs. 168 lacs.

Nuance Group: The Nuance Group AG and Shoppers Stop Ltd, have formed a Joint Venture called Nuance Group (India) Pvt. Ltd (Nuance), to operate the Duty Free stores at International Airports in India. During the year under review, sales growth on Like to Like basis was 19%, mainly resulting from growth in passengers vs last year and increase in range in

Perfumery, Fashion & Food category. It has incurred loss after tax of Rs. 683 lacs against the previous years profit of Rs. 687 lacs. The Company has made a provision of Rs. 1,180 lacs, towards diminution in value of investment in Nuance.

The other subsidiaries of the Company viz; Upasna Trading Ltd; Shoppers Stop Services (India) Ltd.; Shoppers Stop.com (India) Ltd.; and Gateway Multichannel Retail (India) Ltd.; have no operations during the year under review.

During the year under review, no company has become or ceased to be a subsidiaries, joint venture entity or associate company.

In accordance with the provisions contained in Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and the Consolidated Financial Statements are available on the Companys website www.shoppersstop.com.

Further, pursuant to the said requirement, the Financial Statements of each of the aforesaid subsidiary Companies are available on the Companys website and shall be available for inspection during business hours at the Registered

Office of the Company. Any member who is interested in obtaining a copy of the Financial Statements may write to the Company Secretary at the Registered Office of the Company.

7. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and Regulation

34 of the SEBI (Listing Obligations & Disclosure

Requirements) Regulations, 2015, the Consolidated Financial Statements forms part of this Annual Report and shall also be laid before the ensuing Annual General Meeting of the Company. The Consolidated Financial Statements have been prepared in accordance with the Indian Accounting

Standards (IND AS) notified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. The

Consolidated Financial Statements for the financial year ended March 31, 2017 are the Companys first

IND-AS compliant annual Consolidated Financial

Statements with comparative figures for the year ended March 31, 2016 also under IND-AS. The date of said transition is April 1, 2015.

The statement containing the salient features of a Companys subsidiaries and joint venture companies under Section 129 of the Companies Act, 2013, in the prescribed form is attached to the Financial Statements.

8. EMPLOYEES STOCK OPTION PLAN

During the year under review, the Company has not granted any Employee Stock Options.

The Nomination and Remuneration & Corporate

Governance Committee of the Company, inter-alia, administers and monitors the Employee Stock Option Scheme in accordance with the SEBI Guidelines.

During the year under review, the Company has allotted 42,798 equity shares of Rs. 5/- each on exercise of vested options by certain employees of the Company and its subsidiary Companies.

In terms of the provisions of the SEBI (Share Based

Employee Benefits) Regulations, 2014, the details of the Stock Options granted under the ESOP Scheme is annexed herewith as Annexure II.

A certificate from Deloitte Haskins

Statutory Auditors of the Company, with respect to implementation of Employee Stock Option Scheme, would be placed at the ensuing Annual General Meeting for inspection by the Members and a copy will also be available for inspection at the Registered Office of the Company.

9. HUMAN RESOURCES

The Company believes strongly in the employees (Customer Care Associates - CCAs) being the true Brand ambassadors and hence continues to re affirm and percolate the Values & Vision of the

Company. The Company continues to maintain transparency in communication & strengthen the trust in CCAs. Direct interactions with the Managing Director through forums like town halls are being carried out to do so. Maximizing reach and minimizing efforts and time is now being made possible through infusion of technology in training initiatives. Highly customized training sessions are being conducted to give the customers a delightful experience and help customer transformation through fashion, in line with the Companys Vision statement. Company also focusses on the overall development of the CCAs and not just Professional one and accordingly HR initiatives are being implemented. Through a very transparent assessment mechanism carried out last year, High

Potentials Associates have been identified and a robust program has been designed to develop & nurture them. As on date of the Balance Sheet, the Company had a total of 7,236 CCAs.

10. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, a Corporate Social Responsibility Committee has been constituted by the Board of Directors of the Company. The Committee comprises Ms. Abanti Sankaranarayanan, as a Chairperson and Mr. Ravi C. Raheja, Mr. Gareth Thomas and Mr. Govind Shrikhande as members.

The CSR Policy may be accessed on the Companys website at the link: https://corporate.shoppersstop. com/uploaded_files/6a821c5-ec98.pdf The report on CSR is annexed herewith as Annexure III.

11. DIRECTORS & KEY MANAGERIALPERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Ravi C. Raheja

(DIN 00028044) Non-Executive & Non-Independent

Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment at the said meeting. The Board recommends his reappointment. His brief profile is provided in the

Notice convening the ensuing 20th Annual General Meeting of the Company.

The Company has received declarations from all the

Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, Mr. Prashant Mehta retired as the Company Secretary of the Company w.e.f. July 31, 2016. The Board has appointed Mr. Bharat Sanghavi as a Company Secretary of the Company w.e.f. August 1, 2016.

Mr. Salil Nair, Chief Executive Officer of the Company tendered his resignation from the services of the Company effective May 31, 2017. The Board of Directors places on record the contribution made by Mr. Salil Nair, during his long association with the Company.

12. PERFORMANCE EVALUATION

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board, its specified Committees and individual directors was carried out during the year under review. More details on the same are provided in Corporate Governance Report.

13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Familiarisation Programme for Independent Directors which also extends to other Non-Executive Directors, aims to familiarise them with the Company, nature of the retail industry, business model, processes & policies, etc., and also seeks to update them on the roles, responsibilities, rights and duties under the Companies Act, 2013 and other statutes. More details on the same are provided in Corporate Governance Report.

The details of the programme has been posted on the Companys website at web link: https://corporate. shoppersstop.com/Investors/Training.aspx

14. REMUNERATION POLICY

The Board of Directors on the recommendation of the Nomination and Remuneration & Corporate

Governance Committee has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The said policy is annexed herewith as Annexure IV.

15. CHANGE IN REGISTERED OFFICE

The Company has shifted its Registered Office to Umang Tower, 5th Floor, Mindspace, Off. Link Road, Malad (West), Mumbai - 400 064 with effect from April 17, 2017.

16. DISCLOSURES UNDER THECOMPANIES ACT, 2013

Extract of Annual Return: The details forming part of extract of the annual return in Form MGT 9 is annexed herewith as Annexure V.

Meetings of the Board of Directors: The Board of Directors met 4 (four) times in the year under review. The details about the board meetings and the attendance of the directors are provided in Corporate Governance Report.

Change in Share Capital: During the year under review, the Company allotted 42,798 equity shares of Rs. 5/- each on exercise of vested stock options by certain employees under the ESOP Scheme. These equity shares forming part of the share capital, ranks pari passu in all respect.

Audit Committee: The Audit Committee comprises of four Non-Executive Directors i.e. Mr. Deepak Ghaisas, as the Chairman, Mr. Ravi C. Raheja, Prof. Nitin Sanghavi, and Mr. Manish Chokhani as the members. The Board of Directors has accepted all the recommendations made by Audit Committee from time to time.

Related Party Transactions: Your Company has formulated a policy on Related Party Transactions including policy for determining material subsidiaries and on materiality of related party transactions which is available on the Companys website and is accessible at the link: https://corporate.shoppersstop.com/uploaded_ files/70ad1c1-7375.pdf

All related party transactions that were entered into during the financial year were on arms length basis and were in ordinary course of business of the Company.

During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the

Companies Act, 2013 along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report. However, the Directors draw attention of the members to note no. 38 of the Standalone Financial Statement which sets out related party disclosures.

Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all such related party transactions is presented before the Audit Committee and the Board on a quarterly basis, specifying the nature and value of these transactions.

Particulars of loans, guarantees or investments:

The details of loans, guarantees and investments covered under the provisions of Section 186 of the

Companies Act, 2013 are provided in notes no. 5, 29(ii) and 4 of the Standalone Financial Statement.

Other Disclosures : The Board of Directors state that no disclosure and / or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

• Details relating to deposits covered under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this report.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Managing Director of the Company has not received any remuneration or commission from any of the Companys subsidiaries.

No significant or material orders by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

There was no revision in the financial statements.

• There was no change in the nature of the business.

The Company has adopted a policy for prevention of sexual harassment at work place and is fully committed to comply with its various provisions. The policy inter-alia provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. During the year under review, there were 8 complaints received and the same has been disposed off.

17. RISK MANAGEMENT

The Company has framed a Risk Management Policy to identify and assess the key risk areas, monitor and report the compliance and effectiveness of the same. A Risk Management Committee has been constituted to oversee the risk management process in the Company. The Committee has reviewed the major risks which affect the Company from both the external and the internal environment perspective and appropriate actions have been initiated to mitigate, partially mitigate, transfer or accept the risk (if need be) and monitor the risks on a regular basis. Based on the detailed review the following key risks inter-alia has been identified:

Internet Usage: Indias Internet user base is currently third largest in the world. This, coupled with the rising consumer confidence in online retail, is driving the growth of e-commerce in the country. With a significant number of Indian consumers turning Internet users, and eventually, online shoppers, selling through the online channel is set to redefine retail. The Company in order to counter the impact of loss in business due to online e-commerce sales, has designed a two pronged strategy which includes, Omni-channel approach to drive sales with the emphasis on seamless and engaging customer experience and plans to sell products and brands online via tie up with leading online e-commerce portals.

Development of new technologies: E-commerce Platforms being adopted by Brands themselves or by B2C & B2B Applications; as well as the obsolescence of older technologies could have a significant impact on

Company. The Company will be making focused and substantial investments to embrace new technologies and infrastructure for the Omni channel, which is a combination of physical store and online site.

Vendor production capacity / supply reaching full capacity bottlenecks: The Companys expansion plans combined with renewed vigour on the e-commerce retail segment & possible new entrants in the brick & mortar segment of retail, these factors may trigger a constraint in terms of vendors reaching their production/supply capacity. The Company is looking at establishing new sources within and outside India, to mitigate the problem.

Economic Slowdown: Economic slowdowns have a direct impact on consumption. Retail being the end service provider of consumption in the supply/Value chain, is bound to face difficulties in an environment of economic slowdown. The Company continuously looks at stepping up the marketing activities and strong cost control to protect its profitability.

18. INTERNAL FINANCIAL CONTROL

The Company has laid down internal financial controls, through a combination of Entity level controls, Process level controls and IT General controls inter-alia to ensure orderly and efficient conduct of business, including adherence to the Companys policies and procedures, accuracy and completeness of accounting records and timely preparation and reporting of reliable financial statements/information, safeguarding of assets, prevention and detection of frauds and errors.

The evaluation of these internal financial controls were done through the internal audit process, established within the Company and also through appointing professional firm to carry out such tests by way of systematic internal audit programme. Based on the review of the reported evaluations, the directors confirm that, for the preparation of financial accounts for the year ended March 31, 2017, the applicable Accounting Standards have been followed and the internal financial controls are generally found to be adequate and were operating effectively and that no material weaknesses were noticed.

the performance of the

19. WHISTLE BLOWER / VIGILMECHANISM

The Company has established a Vigil Mechanism and adopted a whistle blower policy for its directors and employees, to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The mechanism provides adequate safeguards against victimisation of persons who use this mechanism. The brief detail about this mechanism has also been posted on the website of the Company.

20. CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on corporate governance and the certificate from Auditors of the Company, confirming the compliance is annexed and forms part of this Annual Report.

The specified information about the elements of remuneration such as salary, benefits, bonuses, stock options, pension, etc., of all the directors, details of fixed component and performance linked incentives along with the performance criteria; service contracts, notice period, severance fees; stock option details are provided in said Corporate Governance Report.

21. MANAGEMENTS DISCUSSION ANDANALYSIS

Managements Discussion and Analysis for the year under review, as stipulated in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

22. BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report for the year under review, as stipulated in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

23. CODE OF CONDUCT FOR THEPREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Code of Internal Procedures and Conduct for regulating, monitoring and reporting trading by designated persons in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The said code lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the securities of the Company. The Code of fair disclosure of unpublished price sensitive information is available on website and is accessible at the link: https://corporate.shoppersstop.com/ uploaded_files/3cd8391-7d65.pdf

24. AUDITORS

Statutory Auditors

As per the provisions of Section 139 of Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, your Companys Statutory Auditors, Deloitte Haskins & Sells LLP (Registration no. 117366W/W-100018), Chartered Accountants, Mumbai, hold office till the conclusion of ensuing Annual General Meeting of the Company.

The Audit Committee and Board of Directors recommend appointment of SRBC & Co LLP, (Registration No. 324982E/E300003), Chartered Accountants, as the Statutory Auditors of the Company to hold office for a period of 5 years commencing from conclusion of ensuing Annual General Meeting till the conclusion of 25th Annual General Meeting of the Company, subject to ratification of their appointment by the members at every Annual General Meeting.

Accordingly, a resolution proposing appointment of SRBC & Co LLP, Chartered Accountants as the

Statutory Auditors of the Company for a period of 5 consecutive years commencing from conclusion of 20th Annual General Meeting of the Company, forms part of the Notice convening this Annual General Meeting of the Company.

SRBC & Co LLP have confirmed their eligibility and are not disqualified for appointment under the Companies Act, 2013 and the Chartered Accountants Act, 1949 or the Rules and Regulations made thereunder.

The Auditors Report to the members for the year under review does not contain any qualification, reservation, adverse remark or disclaimer. The Auditor has not reported any matter to the Company required to be disclosed under Section 143(12) of the Companies Act, 2013.

The Board places on record its appreciation for the contribution of Deloitte Haskins & Sells LLP,

Chartered Accountants, during their tenure as the Statutory Auditors of your Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Mr. V. Sundaram, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report issued by him, is annexed herewith as Annexure VI. The said report does not contain any qualification, reservation, adverse remark or disclaimer.

25. ENERGY CONSERVATION,

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed herewith as Annexure VII. The foreign exchange earnings was

Rs. 8,995.13 lacs and outgo was Rs. 2,338.36 lacs.

26. DEMAT SUSPENSE ACCOUNTUNCLAIMED SHARES

As on date there are 13 shareholders, holding 700 equity shares of Rs. 5/- each (post sub-division) allotted in Initial Public Offering of 2005, lying in the escrow account due to non-availability of their correct particulars. Despite various reminders to them, by Karvy Computershare Private Limited, our Registrar and Share Transfer Agent, no response has been received. As a result, the said unclaimed shares have been credited to ‘Shoppers Stop Ltd - Unclaimed Shares Demat Suspense Account. Such shareholders may approach the Company with their correct particulars and proof of their identity for crediting requisite shares from Demat Suspense Account to their individual Demat Account. During the year under review, no shares were transferred from the suspense account to any of the aforesaid shareholders. Since dividend on these shares are also unclaimed from more than seven years, the Company will take appropriate steps in terms of provisions of IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended.

27. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this report.

Further, the disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during business hours on working days upto the date of ensuing Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The Annual Report including the aforesaid information is also available on the Companys website.

28. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 of the Companies Act, 2013, the Board of Directors confirms that: a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. appropriate accounting policies have been selected and applied them consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2017 and of the loss of the company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. the proper internal financial controls has been laid down and that the internal financial controls were adequate and were operating effectively; and

f. the systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively.

29. AWARDS AND ACCOLADES

During the year under review, your Company received many awards and felicitations conferred by reputable organizations, some of them are:

1. Excellence in Manufacturing Supply Chain - Retail at ELSC Leadership Awards.

2. The Images Most Admired Retailer of the Year

- Supply Chain Management & Fulfillment at Images Awards.

3. National Energy Conservation Awards 2016, fromtheCentralMinistryofPower,Government of India, for the excellence & initiatives taken towards the energy conservation at stores.

4. Best Use of Social Media to Enhance Loyalty, Best Use of Data Analytics in Predictive Modelling and Best Direct Marketing campaign awards at Customer Loyalty Summit, 2017.

5. VM& SD International Award in the US for our work of the Denim Festival.

6. VM & RD - Best Display for End of Season Sale - July 2016.

7. VM & RD - Best Window Display for Durga Puja - 2015.

30. MATERIAL CHANGES

There are no material changes and commitments affecting the financial position of the Company occurred between March 31, 2017 and the date of this report of Board of Directors to you.

31. ACKNOWLEDGEMENT

Your Directors wish to express their appreciation to all customers, business partners, suppliers, banks and financial institutions for their continued support and co-operation extended by them.

Your Directors also place on record their sincere appreciation to all customer care associates of the Company.

The Directors look forward to the long term future with confidence.

For and on behalf of the Board of Directors
Chandru L. Raheja
May 5, 2017 Chairman