Indian Terrain Fashions Ltd Directors Report.

Dear Members,

The Directors hereby present the 10th Annual Report of the Company together with the Audited Financial statements of the Company for the financial year ended 31st March, 2019.

FINANCIAL SUMMARY / HIGHLIGHTS

(Rs. in Crores)
Particulars For the Year ended
31st March, 2019 31st March, 2018
Revenue 422.37 401.45
EBITDA 53.81 50.36
Finance costs 8.46 7.04
Depreciation 5.54 4.22
Earnings before tax 39.81 39.10
Current tax 13.89 6.84
Deferred tax 0.21 6.82
Excess)/short fall of previous year - -
Net profit 25.71 25.44
Other comprehensive income for the year (0.06) (0.25)
Total comprehensive income for the year 25.65 25.19
Earnings per Share (in Rs.)
• Basic 6.78 6.71
• Diluted 6.78 6.71

OVERVIEW OF FINANCIAL PERFORMANCE AND STATE OF COMPANYS AFFAIRS

The Company recorded a growth in revenues of 5.21% in FY 2019. The revenues for the year stood at Rs. 422.37 Crores as against Rs. 401.45 Crores in the previous year. The operating margins was at 12.03% against 12.35% in the previous year. The Gross EBITDA margins and other income was at 12.74% against 12.54%. The profit before taxes for the year was up by 1.82% and stood at Rs. 39.81 Crores and net profit after taxes was at Rs. 25.71 Crores which is up by 1.06% from previous years net profits of Rs. 25.44 Crores. The total comprehensive income was at Rs. 25.65 Crores as against Rs. 25.19 Crores in the previous year.

To avoid repetition of information, a detailed discussion on the performance of the Company is given in the Management Discussion and Analysis Report which forms part of this Boards report.

FINANCE AND ACCOUNTS

The financial statements are prepared in accordance with Indian Accounting Standards (IND AS) as required under the notification issued by the Ministry of Corporate Affairs (MCA) in the Official Gazette dated 16th February, 2015 which is applicable to the Company from 01st April, 2017 with a transition date of 01st April, 2016.

CHANGES TO SHARE CAPITAL

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

DIVIDEND

The Board of Directors with a view to conserve financial resources have not recommended any dividend for the financial year ended 31st March, 2019. Also, during the year, there were no unclaimed dividends which had to be transferred to IEPF by the Company.

TRANSFER TO RESERVES

The Reserve at the end of the year 31st March, 2019 is at Rs. 222.09 Crores as against 196.44 Crores in the Previous Year.

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

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

DEPOSITS

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

CASH FLOW STATEMENT

In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation 34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash flow statement for the financial year ended 31st March, 2019 forms part of this annual report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with related parties during the financial year were in the ordinary course of business and at Arms length basis. The details of such transactions are disclosed in the notes to the accounts. The Company has framed a policy on Related Party Transactions which was amended with effect from 01st April, 2019 and the same is available in the Companys website www.indianterrain.com.

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

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

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

COMPLIANCE WITH CODE OF CONDUCT

The Company has framed a Code of Conduct for the Board of directors and Senior Management personnel of the Company which was amended with effect from 01st April, 2019. The Code of Conduct is available on the Companys website www. indianterrain.com. The Board of Directors and senior management personnel have affirmed compliance with the Code of conduct as on 31st March, 2019.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the requirements of Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Board of Directors have adopted a policy on CSR as recommended by the CSR committee duly constituted and the said policy is available on the Companys website www.indianterrain.com. The composition and terms of reference of the CSR Committee is detailed in the Corporate Governance report forming part of this annual report.

An update on the policy on Corporate Social Responsibility and activities of the Company is provided in ANNEXURE-V annexed to this annual report.

ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of Companies Act 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a whistle blower mechanism which was amended with effect from 01st April, 2019. This mechanism, inter alia, includes the following: a) the Directors and employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the companys code of conduct; b) providing adequate safeguards against victimization; c) providing direct access to the higher levels of supervisors and/or to the Chairman of the Audit Committee, in appropriate or exceptional cases.

The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. The Whistle Blower Policy covering all employees and directors is available in the Companys website www.indianterrain.com.

EMPLOYEE STOCK OPTION PLAN (ESOP)

During the financial year ended 31st March, 2019 there were no pending options to be vested or exercised.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT OF MR. KALPATHI SUBRAMANIAN SURESH AS AN INDEPENDENT DIRECTOR OF THE COMPANY

Mr. Kalpathi Subramanian Suresh (DIN: 00526480) was appointed as an Additional Director (Independent Director) of the Company by the Board of Directors with effect from 28th May, 2018 as recommended by the Nomination and Remuneration Committee and his appointment was regularised in the 09th Annual General Meeting of the Company held on 25th September, 2018 to hold office for a period of 05 (five) consecutive years with effect from 28th May, 2018.

RE-APPOINTMENT OF INDEPENDENT DIRECTORS OF THE COMPANY

Mr. Nugahalli Krishna Ranganath (DIN: 00004044), Mr. Manoj Mohanka (DIN: 00128593), Mr. Harsh Bahadur (DIN: 00724826) and Mr. Pattabi Sundar Raman (DIN: 00003606) were re-appointed as Independent Directors of the Company in the 09th Annual General Meeting of the Company held on 25th September, 2018 to hold office for a term of 05 (five) consecutive years from 01st April, 2019 till 31st March, 2024. They were re-appointed based on their performance evaluation as per the recommendations of the Nomination and Remuneration Committee and the Board considered that their continued association would be of immense benefit to the Company.

CHANGE IN DESIGNATION OF MR. VENKATESH RAJAGOPAL (DIN: 00003625) AS WHOLE TIME DIRECTOR OF THE COMPANY

Mr. Venkatesh Rajagopal (DIN: 00003625) was re-appointed as Managing Director of the Company for a period of 5 (Five) years with effect from 01st October, 2015 to 30th September, 2020 by the Board of Directors of the Company at their meeting held on 11th August, 2015 and was subsequently approved by the members at the Annual General meeting held on 25th September, 2015. Mr. Venkatesh Rajagopal decided to step down from the position of Managing Director (KMP) of the Company and continue as Chairman and Whole Time Director of the Company. The Board of Directors at their meeting held on 08th August, 2018 had approved the change in designation of Mr. Venkatesh Rajagopal as Chairman and Whole-Time Director for the period of 05 (five) years w.e.f. 08th August, 2018 and this was subsequently approved by the members of the Company in the 09th Annual General Meeting of the Company held on 25th September, 2018.

MRS. RAMA RAJAGOPAL – WHOLE TIME DIRECTOR OF THE COMPANY

Mrs. Rama Rajagopal (DIN: 00003565) was re-appointed as Whole Time Director of the Company by the members for a period of 3 (three) years with effect from 1st October, 2016 to 30th September, 2019 as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company at their meeting held on 1st August, 2016. In accordance with the provision of Section 152 of the Companies Act 2013, Mrs. Rama Rajagopal retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

APPOINTMENT OF MR. CHARATH RAM NARSIMHAN AS MANAGING DIRECTOR OF THE COMPANY

Mr. Charath Ram Narsimhan (DIN: 06497859) being the CEO was appointed as an Additional Director of the Company by the Board of Directors with effect from 08th August, 2018 as recommended by the Nomination and Remuneration Committee and his appointment was regularized in the 09th Annual General Meeting of the Company held on 25th September, 2018. Further, he was appointed as the Managing Director and Chief Executive Officer of the Company in the 09th Annual General Meeting of the Company held on 25th September, 2018 to hold office for a period of 05 (five) years with effect from 08th August, 2018.

CHIEF FINANCIAL OFFICER

Mr. N.Nandakumar was appointed by the Board of Directors as the Chief Financial Officer (Key Managerial Personnel) of the Company with effect from 14th November, 2018 as recommended by the Audit Committee and the Nomination and Remuneration Committee in accordance with Section 203 of Companies Act, 2013 in place of Mrs. L. Visalakshi who resigned from the services of the Company with effect from the close of business hours on 13th November, 2018.

COMPANY SECRETARY AND COMPLIANCE OFFICER

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

DECLARATION BY INDEPENDENT DIRECTOR

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

The Independent Director have affirmed compliance with the Code of Conduct for the Board of Directors and Senior Management personnel of the Company as on 31st March, 2019.

EXTRACT OF ANNUAL RETURN

Pursuant to the Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended, an extract of the Annual Return in the prescribed Form MGT-9 is annexed as ANNEXURE- III. The annual return, forming part of the Annual Report of the Company is available in the Companys website www.indianterrain.com.

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

The Board of Directors met 04 (four) times during the financial year ended 31st March, 2019 i.e., on 28st May, 2018, 08st August, 2018, 13st November, 2018 and 12st February, 2019. The gap between the Board meetings were within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The particulars of meeting of all Committees held during the financial year ended 31st March, 2019 are disclosed in the Corporate Governance report forming part of this annual report.

AUDIT COMMITTEE

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

NOMINATION AND REMUNERATION COMMITTEE POLICY

Pursuant to the amendments to the provisions of Section 178(4) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and remuneration committee policy was amended with effect from 01st April, 2019. The salient features of the Nomination and remuneration committee policy of the Company is as stated hereunder:

The Remuneration policy of the Company has been structured to match the market trends of the industry, qualifications and experience of the employee and responsibilities handled by them.

The Policy inter alia provides for the following:

a) attract, recruit, and retain good and exceptional talent;

b) list down the criteria for determining the qualifications, positive attributes, and independence of the directors of the Company;

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

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

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

f) fulfill the Companys objectives and goals, including in relation to good corporate governance, transparency, and sustained long term value creation for its stakeholders. Particulars pertaining to the constitution of the Nomination and Remuneration Committee and its terms of reference have been detailed in the Corporate Governance report forming part of this annual report.

The Nomination and Remuneration Committee Policy is available in the Companys website www.indianterrain.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and upto the date of this report.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

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

The performance of the individual directors was evaluated on parameters, such as meeting attendance, participation and contribution, responsibility towards stakeholders and independent judgment. The Chairman and Managing Director was evaluated on certain additional parameters, such as performance of the Company, leadership, relationships, communication, growth, recognition, achievements and awards received by the Company.

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

REPORT AS PER SECTION 134 READ WITH RULE 8 AND SUB RULE 5 OF COMPANIES ACCOUNTS RULES 2014

Change in nature of business, if any: NIL

Name of Companies which have become or ceased to be its subsidiaries, Joint Ventures or associate companies during the year: Not applicable

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

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

INTERNAL FINANCIAL CONTROLS

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

During the year ended 31st March, 2019, such controls were tested and no reportable material weaknesses in the design or operation were observed. The Company has put in place adequate internal financial controls with reference to financial statements. The Audit Committee and Board of Directors of the Company were appraised on the performance of the internal financial controls.

MAINTENANCE OF COST RECORDS

The Central Government has not specified maintenance of cost records under subsection (1) of Section 148 of the Act, in respect of the Companys product segment.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarisation programme for the Independent Directors to familiarise them with their role, rights and responsibilities, the working of the Company, nature of the Industry in which the Company operates, business model, etc. The details of the familiarisation programme are explained in the Corporate Governance report and also available on the Companys website www.indianterrain.com.

AUDITORS

STATUTORY AUDITORS

M/s Anil Nair & Associates, Chartered Accountants, Chennai and M/s. CNGSN & Associates LLP, Chartered Accountants, Chennai, are the Joint Statutory Auditors of the Company. The Statutory Auditors were appointed in the 8th Annual General Meeting of the Company to hold the office till the conclusion of the 10th Annual General Meeting.

The financial statements of the Company including its Balance Sheet, Statement of Profit and Loss, Cash Flow Statement, notes and Schedules to the accounts for the financial year ended 31st March, 2019 have been audited by M/s. Anil Nair & Associates, Chennai and M/s CNGSN & Associates LLP, Chennai. The Statutory Auditors Report does not contain any qualification, reservation or adverse remark on the financial Statements of the Company. The Independent Auditors Report is enclosed with the financial statements in this annual report.

SECRETARIAL AUDITOR

Pursuant to the Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. BP & Associates, Practicing Company Secretaries, Chennai as the Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the financial year ended 31st March, 2019 does not contain any adverse remark, qualification or reservation or disclaimer which requires any explanation/comments of the Board. The Secretarial Audit Report is annexed as ANNEXURE - IV forming part of this Annual Report.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act 2013 read with rule 13 of the Companies (Accounts) Rules, 2014 and all other applicable provisions (including any amendment thereto) of the Companies Act 2013 and as recommended by the audit committee M/s. RVKS & Associates, Chartered Accountants, Chennai was re-appointed as the Internal Auditors of the Company for the financial year 2018-19 by the Board.

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

LISTING FEE

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

PARTICULARS OF EMPLOYEES

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

The statement containing such particulars of employees as required in terms of the provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report. Pursuant to the provisions of the Section 136(1) of the Companies Act, 2013, the reports and accounts, as set out therein, are being sent to all members of the Company, excluding the aforesaid information and the same is open for inspection at the registered office of the Company during working hours upto the date of Annual General Meeting and if any member is interested in obtaining such information, may write to the Company Secretary at the registered office of the Company in this regard.

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

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

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

An Internal Complaints Committee (ICC) had been set up to redress the complaints received from women regarding sexual harassment and discrimination at workplace.

During the year ended 31st March, 2019, ICC did not receive any complaint pertaining to sexual harassment/discrimination at various work locations.

DISCLOSURE REGARDING FRAUDS

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

DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the financial year ended 31st March, 2019, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed and there are no material departures from the same;

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

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

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

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, external consultants, including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2018-19.

CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / FOREIGN EXCHANGE

A. Conservation of Energy:

Steps taken for conservation
Steps taken for utilizing alternate sources of energy The operations of the Company are not energy-intensive. However, wherever possible, the Company strives to curtail the consumption of energy on a continuing basis.
Capital investment on energy conservation equipments

B. Technology absorption:

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

C. Foreign Exchange Earning and Outgo:

a. Total Foreign exchange earned : Nil
b. Total Foreign exchange outgo : Rs. 35.31 Crores

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, i.e. SS-1 for ‘Meetings of the Board of Directors and SS-2 for ‘General Meetings which are prescribed by the Institute of Company Secretaries of India (ICSI) as per Companies Act, 2013.

PERSONNEL

The employee relations have been very cordial during the financial year ended 31st March, 2019. The Board wishes to place on record its appreciation to all its employees for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year. The management team of the Company comprises of young passionate-driven professionals committed to achieve the organizational goals.

ACKNOWLEDGEMENT

The directors place on record their high appreciation and contribution made by every member of the Indian Terrain family. The Board places on record its appreciation for the support and co-operation the Company has been receiving from its suppliers, distributors, retailers, business partners, investors, regulatory and government authorities.

For and on behalf of the Board
sd/-
Date: 20th May, 2019 Venkatesh Rajagopal
Place: Chennai Executive Chairman & Whole Time Director
(DIN: 00003625)

ANNEXURE - I TO BOARDS REPORT

PARTICULARS OF EMPLOYEES:

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

a. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2018-19:

Name of the Directors Designation Ratio to median remuneration
Mr. Venkatesh Rajagopal Chairman & Whole Time Director 70.92 : 1
Mrs. Rama Rajagopal Whole Time Director 19.57 : 1
Mr. Charath Ram Narsimhan* Managing Director & CEO 51.25 : 1

* Mr. Charath Ram Narsimhan was appointed as Managing Director cum CEO w.e.f 08th August, 2018.

b. Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary during the financial year 2018-19:

Name of the Directors Designation % increase in remuneration in financial year 2018-19
Mr. Venkatesh Rajagopal Chairman & Whole Time Director Nil*
Mrs. Rama Rajagopal Whole Time Director Nil
Mr. Charath Ram Narsimhan (Appointed as MD cum CEO w.e.f 08th August, 2018) Managing Director & CEO NA
Mr. N. Nandakumar (Appointed w.e.f 14th November, 2018) Chief Financial Officer NA
Mrs. L. Visalakshi (Resigned w.e.f 13th November, 2018) Chief Financial Officer NA
Mr. Ravi B.S.G Company Secretary & Compliance Officer 8.00%

* Increase/ Decrease in variables pay not considered

c. Percentage increase in the median remuneration of employees during the financial year 2018-19: 12.64%

d. The number of permanent employees on the rolls of the company: 567 Employees

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

The total remuneration of the Managerial Personnel of the Company increased by Nil and the average remuneration of the employees of the Company (other than managerial personnel) increased by 9.53%.

f. The key parameters for any variable component of remuneration availed by the directors :

The variable component of remuneration availed by Executive directors is based on the percentage of net profits as per the Section 198 of Companies Act, 2013 as approved by the Shareholders.

g. Affirmation that the remuneration is as per the remuneration policy of the Company

The Company affirms that the remuneration is as per the remuneration policy of the Company.

B. Information as per Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) The Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 forming part of the Boards Report for the finacial year ended 31st March, 2019.

(Rs. in Lakhs)
Name Designation Nature of Employment Remuneration Qualification & Experience Date of Commencement of Employment Age Previous Employment Percentage of shares held by the Employee as on 31st March 2019 Whether he is a Relative of a Director / Manager
Mr. Venkatesh Rajagopal WTD Full Time * 147.69 M.A., I.P.S, 41 years 29th Sept, 2009 62 Celebrity Fashions Limited 12.51% Yes
Mr. Charath Ram Narsimhan CEO (Upto 07thAug, 2018) Full Time 10.30 B. Tech (IIT), PGDBM (IIM), 22 years 07th Nov, 2005 47 Madura Garments 3.64% No
MD cum CEO (w.e.f 08th Aug, 2018) Full Time *68.77

* Managerial remuneration includes commission on variable basis and perquisites

For and on behalf of the Board
sd/-
Date: 20th May, 2019 Venkatesh Rajagopal
Place: Chennai Executive Chairman & Whole Time Director
(DIN: 00003625)

ANNEXURE - II TO BOARDS REPORT

FORM NO. AOC -2

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

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

1. Details of contracts or arrangements or transactions not at arms length basis.

S.l No. Particulars Details
a. Name (s) of the related party & nature of relationship
b. Nature of contracts/arrangements/transactions
c. Duration of the contracts/arrangements/transactions
d. Salient terms of the contracts or arrangements or transactions including the value, if any NIL
e. Justification for entering into such contracts or arrangements or transactions
f. Date(s) of approval by the Board
g. Amount paid as advances, if any
h. Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of material contracts or arrangements or transactions at arms length basis.

Sl. No. Particulars Details
1. Name (s) of the related party Celebrity Fashions Limited
2. Nature of Relationship Mr. Venkatesh Rajagopal & Mrs. Rama Rajagopal,
Directors of Indian Terrain Fashions Limited are also the Directors in Celebrity Fashions Limited
3. Nature of contracts/ arrangements/transactions Job work charges, purchase of fabrics, washing charges, FOB Purchases, Sale of Fabrics and Rental income
4. Duration of the contracts/ arrangements/transactions Not Applicable
5. Salient terms of the contracts or arrangements or transactions including the value, if any Upto Maximum of Rs. 40.00 Crores in any financial year
6. Date of approval by the Board 13th November, 2014
7. Amount paid as advances, if any NIL

 

For and on behalf of the Board
sd/-
Date: 20th May, 2019 Venkatesh Rajagopal
Place: Chennai Executive Chairman & Whole Time Director
(DIN: 00003625)