undefined share price Directors report


To

The Members,

Your Directors are pleased to present the Thirty-Third Annual Report of the Company together with the Audited financial statements for the financial year ended March 31, 2021.

fiNaNciaL HigHLigHts:

The financial performance of the Company is as follows:

Rs. ( in Crore)

Particulars

financial year 2020-21

Financial Year 2019-20

standalone consolidated Standalone Consolidated
Revenue from operations 886.93 1422.14 4,043.15 5,365.66
Other Income 132.87 168.54 42.05 67.40
Total Income 1019.80 1590.68 4085.20 5,433.06
Profit / (Loss) before Depreciation & Tax (458.05) (457.18) 535.32 627.21
Less : Depreciation 609.74 780.88 860.68 1,033.72
Profit / (Loss) before tax (1067.79) (1238.06) (325.36) (406.51)
Less : Tax expense (17.89) (17.89) (36.86) (37.00)
Profit / (Loss) after Tax (1049.90) (1220.17) (288.50) (369.51)
Other Comprehensive Income for the year (6.16) (13.73) (12.26) 10.10
Total Comprehensive Income for the year (1056.06) (1233.90) (300.76) (359.41)
Earnings Per Equity Share of Face Value of Rs. 2/- each
- Basic and Diluted (in Rs.) (21.24) (22.69) (5.84) (6.71)
Earnings Per Equity Shares - Class B (Series 1) of
Face Value of Rs. 2/- each
- Basic and Diluted (in Rs.) (21.24) (22.69) (5.84) (6.71)

REVIEW OF PERFORMANCE

The outbreak of Covid-19 pandemic has created economic disruption throughout the world including India. Consequently, the revenue and profitability for the year ended March, 2021 has been adversely impacted. During the year under review, the Company earned a total income on consolidated basis of Rs. 1590.68 crore compared to Rs. 5,433.06 crore in previous year resulting in decrease of 70.72% in consolidated revenue. Further the Company incurred losses of Rs. 1220.17 crore for the year under review compared to loss of Rs. 369.51 crore in previous year.

Furthermore, during the year under review, there was no material change in nature of business of the Company.

coVid 19

The second wave across India has raised concern over economic growth and business conditions, while the restrictions are currently more localized and for shorter duration as compared to the previous year. Moreover, increasing pace of Inoculation and efforts by the government are likely to help mitigate some of the adverse impact. In assessing the recoverability of the Receivables, Inventories and other financial and non-financial assets, the Company is closely monitoring the development and possible effects on the financial condition, liquidity, operations, and is actively working to minimize the impact of this unprecedented situations.

coMPosite scHeMe of arraNgeMeNt

The Board of Directors of the Company at its meeting held on August 29, 2020 has inter-alia, considered and approved the Composite Scheme of Arrangement which involves: (i) merger of Future Consumer Limited (Transferor Company 1"), Future Lifestyle Fashions Limited ("Transferor Company 2"), Future Market Networks Limited ("Transferor Company 3"), Future Retail Limited ("Transferor Company 4"), Future Supply Chain Solutions Limited ("Transferor Company 5"), FutureBazaar India Limited ("Transferor Company 6"), Acute Retail Infra Private Limited ("Transferor Company7"),Basuti Sales and Trading Private Limited ("Transferor Company 8"), Brattle Foods Private Limited ("Transferor Company 9"), Chirag Operating Lease Co. Private Limited ("Transferor Company 10"), Hare Krishna Operating Lease Private Limited ("Transferor Company 11"), Nice Texcot Trading & Agency Private Limited ("Transferor Company 12"), Nishta Mall Management Company Private Limited ("Transferor Company 13"), Ojas Tradelease and Mall Management Private Limited ("Transferor Company 14"), Precision Realty Developers Private Limited ("Transferor Company 15"), Rivaaz Trade Ventures Private Limited ("Transferor Company 16"), Syntex Trading and Agency Private Limited ("Transferor Company 17), Taquito Lease Operators Private Limited ("Transferor Company 18") and Unique Malls Private Limited ("Transferor Company 19") collectively referred to as "Transferor Companies" with Future Enterprises Limited ("the Company" or "FEL" or "Transferee Company") and their respective Shareholders and Creditors, between Future Enterprises Limited ("FEL") and Reliance Retail Ventures Limited ("RRVL") and their respective shareholders and creditors and between Future Enterprises Limited and Reliance Retail and Fashion Lifestyle Limited ("RRVL WOS") and their respective shareholders and creditors ("The Composite Scheme of Arrangement" / Scheme"), pursuant to Sections 230 to 232 and other relevant provisions of the Companies Act, 2013.

Pursuant to the Scheme becoming effective, the shareholders of FRL, FCL, FMNL, FLFL and FSC will be allotted equity shares of the Company in the ratio as mentioned in the Scheme.

Fractional entitlement arising out of the aforesaid allotment were consolidated and allotted to one of the persons nominated by the Board. Sale Proceeds of these shares was distributed to shareholders who were entitled to such fractional shares. The new shares to be issued to the shareholders of Transferor Companies in terms of aforesaid share entitlement ratio shall rank pari passu in all respects with the existing equity shares of the Company and accordingly be listed on the aforesaid stock exchanges, subject to obtaining necessary regulatory approvals.

No shares would be issued upon merger of wholly owned subsidiary, Future Bazaar India Limited

(FBIL) and its wholly owned subsidiary companies, pursuant to the Scheme, since merging with holding company.

(ii) Transfer and vesting of the Logistics & Warehousing Undertaking from the Company, as a going concern on a slump sale basis to Reliance Retail Ventures Limited ("rrVL");

(iii) Transfer and vesting of the Retail & Wholesale Undertaking from the Company as a going concern on a slump sale basis to Reliance Retail and Fashion Lifestyle Limited, a wholly owned subsidiary of RRVL ("rrVL Wos");

(iv) Preferential allotment of equity shares and warrants of FEL to RRVL WOS ("The Composite Scheme of Arrangement"/ Scheme"), pursuant to Sections 230 to 232 and other relevant provisions of the Companies Act, 2013.

The combination contemplated under the scheme has been approved by Competition Commission of India on November 20, 2020. Further stock exchanges have issued observation letter without any adverse observation on January 20, 2021. Pursuant to this the scheme application has been filed with National Company Law Tribunal Mumbai (NCLT) on January 26, 2021 for convening the meeting of the Shareholders and Creditors of the Transferor Companies and Transferee Company. NCLT has heard this Application and the intervention application filed by Amazon.com Investment Holdings LLC. (Amazon) and has reserved the order on the said application filed by Amazon.

The Company is awaiting directions from National Company Law Tribunal (NCLT) for convening the meetings of the shareholders and creditors for their approval.

SHARE CAPITAL

During the year under review, the Company has not issued and allotted any Shares.

diVideNd aNd reserVes

In view of losses the Company could not recommend any dividend for the year under review.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulation, 2015 ("Listing Regulations"), Dividend Distribution Policy is given as annexure ito this

Report and same is also available on the website of the Company at the weblink: https://felindia.in/pdf/Dividend_ Distribution_Policy.pdf.

In view of the losses, the Board has noted that no amount can be transferred to General Reserve for the year under review.

iNVestMeNts

During the year under review, the Company has made following investment which are as under:

Joint Venture / SPV Company

The Company has made further investment of Rs. 7.15 Crore in Future Generali India Life Insurance Company Limited, Rs. 7.38 Crore in Sprint Advisory Services Private Limited as a part of its entitlements and unsubscribed portion of other shareholders in Rights issue.

diVestMeNts

On August 11, 2020 Company has transferred 11,68,116 Compulsory Convertible Debentures (CCDs) of Galaxy Cloud Kitchens Limited ("Galaxy") to Central Departmental Stores Private Limited, Promoter Group Company by way of inter-se transfer.

deBeNtures

During the year under review, the Company has not carried out any fresh issue of Non-Convertible Debentures in current financial year. The Company has Listed, Secured, Non-Convertible Debentures (NCDs) aggregating to Rs. 3878 crore outstanding as on March 31, 2021 and as on that date there was overdue of interest to the extent of Rs. 207.93 crore. The Company has implemented One Time Restructuring (OTR) under Reserve Bank of India Circular no. DOR. No. BP/3/21.04.048/2020-21 dated August 6, 2020 regularising all such overdues.

oNe tiMe resoLutioN PLaN (otr)

During the year, the COVID-19 pandemic had deeply impacted the long-term business viability and led to significant financial stress on the business of the Company. The debt burden had become disproportionate relative to the cash flow generated by the Company owing to the multiple and prolonged lockdowns since pandemic surfaced, posing significant financial stability risks to the business.

As per RBI guidelines vide circular DOR.No.BP. BC/3/21.04.048/2020-21 dated August 6, 2020 on ‘Resolution Framework for COVID-19-related Stress, the lenders of the Company has invoked One Time Restructuring (OTR) with regard to credit facilities availed by the Company from Banks and other Institutions on October 27, 2020. The aforesaid OTR has been implemented by execution of the documents by the Company and eligible lenders on April 23, 2021. Accordingly as per the agreed terms of OTR the repayment of Long Term and Short Term obligation is extended, overdue working capital limits is converted in Working Capital Term Loan (WCTL), and interest due till September, 2021 on various credit facilities and Debentures has been converted into Funded Interest Term Loan (FITL).

PuBLic dePosits

During the current financial year, the Company has accepted Fixed Deposits from its Members and Public in accordance with the provisions of Sections 73 and 76 and other applicable provisions of the of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014.

The details relating to Deposits in terms of Rule 8(5) (v) of the Companies (Accounts) Rules, 2014 are given hereinunder:

sr. Particulars amount
No. (Rs. crore)
1. Deposits accepted during the year 2.91
2. Deposit remaining unpaid or unclaimed at the end of the year -
3. Whether there has been any default in repayment of deposits or payment:
Particulars Number of such cases total amount involved
At the beginning of - the year -
Maximum during - the year -
At the end of the - year -
4. Details of the deposits -
which are not in compliance
with the requirements of
Chapter V of the Act

The Company has received a declaration as a part of Fixed Deposit Application form, from its Directors, at the time of receipt of money, declaring that the amount is not being given out of funds acquired by him by way of any kind of borrowing or accepting loans or deposits from others.

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Listing Regulations, forms part of the Annual Report.

corPorate goVerNaNce

A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company regarding the compliance with the conditions of Corporate Governance as stipulated under Regulation 17 to 27 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), forms part of the Annual Report.

PoLicies aNd discLosure reQuireMeNts

The Company has in inter-alia following policies and code of conduct duly approved by the Board of Directors of the Company:

Details of programmes for familiarization of Independent Directors with the Company are available on the website of the Company at the link https://felindia.in/pdf/Details_of_Familiarisation_Programs_Imparted_to_Independent_Directors.pdf

Policy for determining material subsidiaries of the Company is available on the website of the Company at the link https://felindia.in/pdf/Policy_ For_Material_Subsidiary.pdf

Policy for determining Materiality of Events of the Company is available on the website of the Company at the link https://felindia.in/pdf/Policy_ For_Determining_Materiality_Of_Events.pdf

Archival policy of the Company is available on the website of the Company at the link https://felindia.in/ pdf/Archival_Policy.pdf

Policy for determining the code of conduct of board of directors and senior management personnel of the Company is available on the website of the Company at the link https://felindia.in/pdf/code-of-conduct.pdf

The Remuneration Policy is available on the website of the Company at the link https://felindia.in/pdf/ Remuneration_Policy.pdf

Policy on dealing with related party transactions is available on the website of the Company at the link https://felindia.in/pdf/Related_Party_ Transaction_Policy.pdf

The Dividend distribution policy is given as Annexure

- I to this Report. The same is also available on the website of the Company at the link https://felindia.in/ pdf/Dividend_Distribution_Policy.pdf

Furthermore, the foregoing policies are approved and revised by the Board of Director (including concerned committees) from time to time.

NuMBer of Board MeetiNgs

The Board of Directors has met 7 (Seven) times and one adjourned meeting during the financial year 2020-21. The details of Board meetings and the attendance of the Directors therein are provided in the Corporate Governance Report which forms part of the Annual Report.

coMMittees of tHe Board of directors

Details of Committees of the Company along with their terms of reference, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of the Annual Report.

suBsidiary coMPaNies

The Company has following Subsidiaries (including step down subsidiaries), as at the end of financial year ended March 31, 2021.

Futurebazaar India Limited

Futurebazaar India Limited ("FBIL") is a wholly owned subsidiary and is set up as the e-Retailing arm of the Future Group for providing on-line shopping experience through e-portal www.futurebazaar.com. FBIL is successfully operating its e-retailing business and during the financial year ended March 31, 2021, it has registered total income amounting to Rs. NIL and its net loss stood at Rs. 0.30 crore.

Future Media (India) Limited

Future Media (India) Limited ("FMIL") is the Future Groups media venture, aimed at creation of media properties in the ambience of consumption and thus offers active engagement to brands and consumers. The Company holds equity capital of 93.10% in FMIL however, considering the total capital comprising of convertible preference capital the Companys holding in the total capital of FMIL works out to 35.37%. FMIL also has Convertible Preference Shares, which has not yet been converted into equity shares. During the financial year ended March 31, 2021, FMIL registered total income amounting to Rs. 4.15 crore and the net loss stood at Rs. 3.02 crore.

Bluerock eServices Private Limited

Bluerock eServices Private Limited ("BEPL") is wholly owned subsidiary of the Company. BEPL deals in the business of providing services for operation and maintenance of IT enabled platforms. BEPL has earned total income of Rs. 0.09 crore & incurred net loss of Rs. 0.23 crore during the year ended March 31, 2021.

Future E-Commerce Infrastructure Limited

Future E-Commerce Infrastructure Limited ("FECIL") is to capture the consumption space through the internet, as well as other technology based and digital modes and provide infrastructure services for the same. The Company holds equity capital of 86.71% however, considering total capital comprising of convertible preference capital the Companys holding in the total capital of FECIL works out to 40.33%. FECIL also has convertible preference shares, which has not yet been converted into equity shares. During the financial year ended March 31, 2021, FECIL registered total income amounting to Rs. 0.05 crore and the net loss stood at Rs. 0.11 crore.

Future Merchandising & Sourcing Pte. Ltd.

Future Merchandising & Sourcing Pte. Limited (FMSPL) is wholly owned subsidiary of company based in Singapore to undertake the activity of global sourcing of food, fashion, footwear and others from international markets.

FMSPL has earned total income ofRs. NIL & incurred net loss of Rs. 0.08 Crore during the period ended March 19, 2021.

FMSPL ceased to be subsidiary of the Company with effect from July 5, 2021.

Ritvika Trading Private Limited

The Company acquired 100% equity share capital of Ritvika Trading Private Limited ("RTPL") on November 19, 2018 and consequently RTPL became the wholly owned subsidiary of the Company. The RTPL is in the business of buying, selling, importing, exporting, supplying, trading, dealing in all types of goods and services. During the financial year ended March 31, 2021, RTPL registered total income amounting to Rs. NIL and the net loss stood at Rs. 0.26 crore.

Future Supply Chain Solutions Limited

Future Supply Chain Solutions Limited ("FSCSL") covers the entire gamut of supply chain services across logistics value chain including smart warehousing, an efficient transportation and distribution system, temperature-controlled logistics and last mile delivery logistics. The solution architecture is orchestrated through sophisticated and highly automated state-of-the art technology systems, pan-India distribution network, integrated warehouse management systems and hub and spoke transportation model enabling innovative service offering to the customers in an optimised and cost-efficient manner.

FSCSL has registered total income amounting to Rs. 500.28 crore and the earned net loss of Rs. 184.36 crore during the year ended March 31, 2021.

Leanbox Logistics Solutions Pvt Ltd.

Leanbox Logistics Solutions Pvt Ltd. (LLSL) is engaged in business of providing technology driven logistics and delivery solutions to general retailers/retail stores and wholesale trading of FMCG products. LLSL is Associate of FSCSL. LLSL has earned total income of Rs. 68.85 crore & incurred net loss of Rs. 1.32 crore during the year ended March 31, 2021.

ASSOCIATE COMPANY

Work Stores Limited

Work Stores Limited ("WSL") is designed to capture the consumption space of office supplies, office equipment and products. WSL was formed as a joint venture between the Company and Staples Asia Investment Limited (a subsidiary of Staples Inc USA). Your Company holds equity capital of 41.57% in WSL. During the financial year ended March 31, 2021, WSL has registered total income amounting to Rs. 85.84 crore and the net profit stood at Rs. 1.81 crore.

JOINT VENTURES

Apollo Design Apparel Parks Limited and Goldmohur Design & Apparel Park Limited

The Company has entered joint venture with National Textile Corporation (NTC) for the restructuring and development of the Apollo Mills and Goldmohur Mills situated in Mumbai. For the same two separate SPV companies have been created viz. Apollo Design Apparel Parks Limited ("ADAPL") & Goldmohur Design & Apparel Park Limited ("GDAPL"). The ADAPL & GDAPL would be working for the restructuring and development of the Apollo Mills and Goldmohur Mills, respectively as per the memorandum of understanding and other documents signed between Company and NTC. During the financial year ended March 31, 2021, ADAPL registered total income amounting to Rs. 18.71 crore and earned net loss of Rs. 1.05 crore. Furthermore, GDAPL registered total income amounting to Rs. 20.74 crore and earned net loss of Rs. 1.40 crore.

Future Generali India Life Insurance Company Limited

Future Generali India Life Insurance Company Limited ("FGI-Life") is Companys joint venture with Participatie Maatascchappij Graafsschap Holland NV, (Generali) in the Life insurance sector. FGI-Life has introduced many insurance products to suit requirements of various categories of customers. During the financial year ended March 31, 2021, FGI-Life has registered total income of Rs. 1823.97 crore and net loss of Rs. 117.84 crore.

Future Generali India Insurance Company Limited

Future Generali India Insurance Company Limited ("FGI-Nonlife")isCompanysjointventurewithParticipatie Maatascchappij Graafsschap Holland NV, (Generali) in the general insurance sector. FGI-Nonlife has introduced insurance products for various general insurance needs of the different categories of customers. During the financial year ended March 31, 2021, FGI-Nonlife has registered total income of Rs. 2603.03 crore and net profit of Rs. 134.24 crore.

Shendra Advisory Services Private Limited

Shendra Advisory Services Private Limited ("Shendra") is a SPV with respect to the Companys insurance arm Future Generali India Insurance Company Limited. During the financial year ended March 31, 2021, Shendra has registered total income of Rs. 0.16 crore and net profit of Rs. 0.03 crore.

Sprint Advisory Services Private Limited

Sprint Advisory Services Private Limited ("Sprint") is a SPV with respect to the Companys insurance arm Future Generali India Life Insurance Company Limited. During the financial year ended March 31, 2021, Sprint has registered total income of Rs. NIL and net loss of Rs. 0.16 crore.

Separate statement containing the salient features of the financial statements of subsidiaries and associate companies including joint ventures is provided in Form AOC-1 forming part of financial statements of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statement which is prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Companys subsidiaries, associates and Joint Venture Companies as on March 31, 2021 in the prescribed Form AOC-1 is attached to the Financial Statements of the Company, which forms part of this Annual Report.

In accordance to the provisions of Section 136(1) of the Act, the Annual report of the Company, containing therein the audited standalone and consolidated financial statements of the Company and the audited financial statements of each of the subsidiary companies have been placed on the website of the Company at a weblink – www.felindia.in. The audited financial statements in respect of subsidiaries shall also be available for electronic inspection without any fees by the Members and kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of ensuing Annual General Meeting. The aforesaid documents relating to subsidiary companies can be made available to any member interested in obtaining the same upon a request in that regards made to the Company.

DIRECTORS

During the year under review, Mr. V. K. Chopra, ceased to be Chairman and Independent Director of the Company w.e.f. March 5, 2021 upon completion of his term and consequently ceased to vacant office from the various Committees of the Board in which he was a Member / Chairman with effect from the said date.

The Board recorded its appreciation on behalf of the Company for the valuable services rendered by Mr. V. K. Chopra during his tenure as Director and Chairman of the Board.

Ms. Malini Chopra was appointed as an Additional Director on February 12, 2021 for a period of 5 (Five) years.

Mr. Chandra Prakash Toshniwal was appointed as an Additional Non-Executive Director on March 31, 2021.

During the Current Financial year Mr. Vijay Biyani has been re-designated as Chairman & Managing Director w.e.f. (July 30, 2021).

In terms of section 152 of the Act, Mr. Vijay Biyani (DIN 00005827) is liable to retire by rotation and being eligible, offers himself for re-appointment.

The Company has also received requisite declarations/ disclosures from the Directors seeking appointment / re-appointment. Additional information as required pursuant to regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meeting (SS-2), in respect of the Directors seeking appointments / re-appointment at the forthcoming Annual General Meting (AGM) are given in the Notice convening the AGM.

Key MaNageriaL PersoNNeL

Mr. Dinesh Maheshwari, resigned as Executive Director and Chief Financial Officer ("CFO") of the Company with effect from the closure of the business hours on December 31, 2020 and accordingly he ceased to be a director and member of various committees of the Board and CFO with effect from the said date.

The Board placed on record its appreciation for the valuable contribution & support made by Mr. Dinesh Maheshwari during his tenure as Executive Director and Chief Financial Officer of the Company.

Mr. Bhagchand Baser has been appointed as the Deputy Chief Financial Officer of the Company with effect from July 30, 2021.

DECLARATION OF INDEPENDENCE

The Company has received necessary declarations from all the Independent Directors that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated which could impair or impact their ability to discharge their duties with an objective of independent judgment and without any external influence.

Further, a confirmation in connection with enrolment in the Data Bank created by Ministry of Corporate Affairs for Independent Directors, has been received from all the Independent Directors of the Company

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys policy on directors appointment and remuneration and other matters provided in section 178(3) of the Act, has been disclosed in the Corporate Governance Report, which forms part of this Annual Report.

PARTICULARS OF EMPLOYEE STOCK OPTION PLAN, 2015 ("FEL ESOP, 2015") AND EMPLOYEE STOCK OPTION PLAN, 2019 ("FEL ESOP, 2019")

During the year under review, the Nomination and Remuneration Committee has cancelled 23,67,500 Stock Options under Employee Stock Option Plan, 2015 ("FEL ESOP 2015") and 43,39,208 Restrictive Stock Units under Employee Stock Option Plan, 2019 ("FEL ESOP 2019")

The applicable disclosures as stipulated under Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employee Benefits) Regulation, 2014 as on March 31, 2021 with regard to ESOP, 2015 and ESOP, 2019 are provided in annexure ii to this Report.

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2020-21 is available on the Companys website at https://felindia.in/ Annual_Return.html.

PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans granted, guarantee provided and investment made by the Company which are covered under the provision of Section 186 of the Act, is provided in note no. 46 of Notes forming part of Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all transactions entered into by the Company with related parties as defined under the Act and the Listing Regulations, were in the ordinary course of business and on an arms length basis. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company. Disclosure of transactions with related parties as required under the Indian Accounting Standard (Ind AS) has been made in the notes forming part of the financial statements.

Particulars of contract or arrangements with related parties referred to in section 188(1) of the Act, in the prescribed Form AOC-2, is appended as annexure iii, which forms part of this Report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

INV ESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the Section 124 and other applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund Rules, 2016, all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after completion of seven years.

Accordingly, the Company has transferred the unclaimed and unpaid dividends of Rs. 9,37,868/- relating to financial year 2011-12.

MATERIAL CHANGES AND COMMITMENTS

Your Directors further state that there were no material changes that could have an impact on the financial position of the Company from the date of closure of financial year under review till the date of signing of this report.

FUTURE OUTLOOK

The Government of India is working on major initiatives and reforms in the Textile and Apparel sector, including launch of a ‘Mega Integrated Textile Region and Apparel (MITRA) Park scheme to establish seven textile parks with state-of-the-art infrastructure, common utilities and R&D lab over a three-year period; starting a focused product scheme; positioning the country as a global hub in the man-made fibre (MMF) and technical textiles segments. Competitive advantage, robust demand, favourable government policies, increasing investments and urbanisation are expected to be the key drivers for revival of the industry.

The fashion and apparel industry witnessed signs of recovery since Q3, FY 21 during the festive period. The sector continued to improve since festive period until it got hit by second covid wave in March. The sector is expected to rebound from second half of the year, as Indias consumption patterns are expected to revive. The priorities of industry players will be that stores remain operational, manage cash flows tightly, leverage digital platforms and ensure customer and employee safety by following all protocols and ensure faster vaccination for all their employees.

India ranks 2nd as the largest producer of textiles and garments and is the 5th largest exporter of textiles spanning apparel, home and technical products. The Indian textile and apparel industry is set for growth, buoyed by both strong domestic consumption as well as export demand. Favourable demographic, rising per capital income and a shift in customer preference to branded products is expected to revive the textile and apparel industry which has been severely impacted by the COVID-19 pandemic.

VigiL MecHaNisM

The Company has established a vigil mechanism to provide a framework to promote responsible and secure whistle blowing and to provide a channel to the employee(s) and Directors to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or policy/ ies of the Company, as adopted / framed from time to time. The mechanism provides for adequate safeguards against victimisation of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

The Company has formulated and disseminated a Whistle Blower Policy to provide Vigil Mechanism for employees and Directors of the Company to report genuine concerns that could have serious impact on the operations and performance of the business of the Company. This Policy is in compliance with the provisions of the Act and the regulations of the Listing Regulations.

Furthermore, the policy outlining this mechanism is approved and revised by the Board of Directors from time to time.

auditors aNd auditors rePort

As per Section 139 of the Act and the rules made thereunder, M/s. DMKH & Co., Chartered Accountants, (Firm Registration No.: 116886W) was appointed as the Statutory Auditors of the Company to hold office for a period of 5 (Five) years consecutive years from the conclusion of the 29th Annual General Meeting of the Company held on August 29, 2017 till the conclusion of the 34th Annual General Meeting to be held in the year 2022.

The Company has received a written confirmation from the M/s DMKH & Co., Chartered Accountants, for their appointment as Statutory Auditors that their continued appointment shall be in accordance with the criteria and provisions as provided under Section 139 and 141 of the Act and rules made thereunder.

The statutory auditors included qualifications in their report on the Consolidated Financial Statements for the year 2020-21. The Audit Committee and Board of Directors at their respective meetings held while approving the said Financial Statements reviewed such qualifications and provided appropriate explanations.

A statement containing the details of qualifications explanations by the Board and impact of the qualifications as required under Section 134(3)(f) and regulation 34(2), 33(3)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as follows:

a) Results of Step down subsidiaries

Consolidated financial results does not include financial results of 13 step-down subsidiaries of the Companies, Acute Retail Infra Private Limited, Basuti Sales and Trading Private Limited, Brattle Foods Private Limited, Chirag Operating Lease Co. Private Limited, Hare Krishna Operating Lease Private Limited, Nice Texcot Trading & Agency Private Limited, Nishta Mall Management Company Private Limited, Ojas Tradelease and Mall Management Private Limited, Precision Realty Developers Private Limited, Rivaaz Trade Ventures Private Limited, Syntex Trading & Agency Private Limited, Taquito Lease Operators Private Limited, Unique Malls Private Limited which is in contravention to Indian Accounting Standard (Ind AS) 110 issued by the Institute of Chartered Accountants of India; accordingly not forming part of consolidated financial results and its impact on consolidated financial results is not quantified.

Management Note

The financial statements of the step-down subsidiary Companies are still under finalisation. Since accounts are under finalisation management is unable to Estimate the Impact.

b) Future Supply Chain Solutions Limited

Total trade receivables amounting to Rs. 742.33 crore includes related party receivables amounting to Rs. 640.68 crore as at March 31, 2021. There have been substantial delays in receipt from customers and subsequent receipts have not been significant. In view of the above, we are unable to obtain sufficient and appropriate audit evidence and are unable to comment on adequacy of loss provision, valuation and recoverability of balance outstanding amounting to Rs. 735.88 crore (net of provision Rs. 6.45 crore as at March, 2021).

Management Note

The outbreak of COVID-19 pandemic has severely impacted consumption and businesses in India. The outbreak of COVID-19 and the consequent multiple lock-downs, disruptions in transportation and supply chains, travel bans, quarantines, social distancing and other such emergency measures have caused widespread disruptions in the economy and businesses. Many of our customers took precautionary measures in terms of payments, which has led to a sharper increase in our trade receivable days.

The Company expects the receivables to be realised in full as normal business operations starts post the pandemic. The Company has also additional security of inventories of debtors lying in its warehouse to recover the outstanding.

c) Leanbox Logistics Solutions Private Limited

The Company is continuously suffering losses from operations with net loss for the year ended March 31, 2021 amounting to Rs. 1.32 crore and as of that date, the Companys accumulated losses amount to Rs. 14.64 crore as against Companys share capital of Rs. 1.36 crore and the net-worth of the Company has been fully eroded. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern. In the event that the going concern assumption of the company is inappropriate, adjustments will have to be made as not a going concern. However, the financials has not been prepared with such adjustments for the year ended March 31, 2021.

Management Note

During the year the Company has achieved revenue of Rs. 68 crore in spite of lock down and restrictions and look forward to better business opportunities due to increase in online business activities. Companys loss for the year significantly reduced to Rs. 1.32 crore, compared to Rs. 40.97 crore of previous year. Further, the Company is tying up with new investors who would be able to provide further funds to ensure continuity of operations and bridge gap of negative net worth and accordingly financials has been prepared as going concern.

The Auditors Report is enclosed with the financial statements as a part of this Annual Report.

During the year 2020-21 there was no instance of fraud committed against the Company by its officers or employees, as reported by Statutory Auditors or Secretarial Auditor to the Audit Committee under section 143(12) of the Companies Act, 2013.

secretariaL auditor

Pursuant to Section 179 and 204 of the Act and rules made thereunder, M/s. Virendra Bhatt, Practicing Company Secretary (Membership No. 1157 / Certificate of Practice No. 124) was appointed as a Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2020-21, as required under section 204 of the Act and rules made thereunder.

The Secretarial Audit Report for the financial year 2020-21 is appended as annexure iV which forms part of this Report.

The said Secretarial Auditors Report does not contain any qualifications, reservations or adverse remarks.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Act, it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the loss of the Company for that year;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 for the financial year ended March 31, 2021, 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 were operating effectively.

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ParticuLars of eNergy coNserVatioN, tecHNoLogy aBsorPtioN oN foreigN eXcHaNge earNiNgs aNd outgo etc.

The particulars as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, are provided in annexure V which forms part of this report.

The Company being concentrating on the domestic consumption space does not have any specific exports initiatives to report to members.

audit coMMittee

During the year under review, the Committee was comprised of Mr. V. K. Chopra Chairman, Ms. Bala Deshpande, Mr. Anand Chandrasekaran as members of the Committee.

Mr. V. K. has ceased to be Chairman and Independent Director of the Company on completion of his term, he also ceased to be Chairman of the Audit Committee from the said date.

The Board has re-constituted the Committee and appointed Ms. Malini Chopra as Member of the Committee w.e.f. February 12, 2021 and as a Chairperson of the Committee w.e.f. July 30, 2021.

The present composition of the Audit Committee of the Company are 3 (three) Directors all of them are Independent Directors viz. Ms. Malini Chopra, Chairperson of the Audit Committee, Ms. Bala C. Deshpande and Mr. Anand Chandrasekaran, Members of the Committee. All Members of the Committee possess accounting and Financial Management expertise.

There were no instances where the Board had not accepted any of the recommendations of the Audit Committee.

The Composition, terms of reference, powers and roles of Audit Committee of the Company are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL

The Company has a well-defined risk management framework in place, which provides an integrated approach for identifying assessing, mitigating, monitoring and reporting of all risk associated with the business of the Company.

The Board has delegated responsibility to the Risk Management Committee to monitor and review risk management, assessment and minimisation procedures and to develop, implement and monitor the risk management plan and identify, review and mitigate all elements of risk which the Company may be exposed to.

Moreover, as per SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the role of Committee has been widened by adding a function of looking after cyber security of the Company.

The Audit Committee and the Board also periodically review the risk management assessment and minimisation procedures.

The Company has in place adequate internal financial controls with reference to Financial Statements. Key risks and threats to the Company and internal Controls are analysed and mentioned in the Management Discussion and Analysis which forms part of this Annual Report.

CORPORATE RESPONSIBILITY STATEMENT (CSR)

The Company has constituted a Corporate Social Responsibility Committee ("CSR Committee") in accordance with Section 135 of the Act. The Board of Directors of the Company has based on recommendation made by CSR Committee, formulated and approved CSR Policy of the Company and which has also been placed on website at a weblink : https://felindia.in/pdf/ CSR_Policy.pdf.

The Future Group has set up "Sone Ki Chidiya" Foundation Trust with an objective to consolidate and merge the CSR funds at Future Group level so that the combined corpus from all the Group entities would help in undertaking better and larger CSR initiatives.

The disclosures including inter-alia the composition of CSR Committee and the brief outline of CSR policy as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is made in prescribed form which is annexed to this Report as annexure Vi.

BUSINESS RESPONSIBILITY REPORT

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Business Responsibility Report is appended hereto and forms part of this Annual Report.

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. The Company has complied with the provisions relating to Internal Complaints Committee ("ICC"). Further, ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines as provided in the policy. ICC conducts training workshop mainly focusing on investigation skills, basic counselling skills like listening, paraphrasing and dealing with biases through various kind of case studies, role plays activities based on real life examples, role of ICC, critical attitudes of an ICC member and investigation process & report writing, etc.

The Detail regarding the cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are disclosed in the Corporate Governance Report which forms part of this Annual Report.

PerforMaNce eVaLuatioN of Board

Pursuant to the provisions of the Act, the Board has carried out an annual evaluation of performance of its own, the Committees and individual directors thereof.

At the meeting of the Board, all the relevant factors that are material for evaluating the performance of the Committees and of the Board were discussed in detail.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the independent directors was carried out by the entire Board except the independent director being evaluated. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Moreover, further detail regarding skill, expertise and competencies of directors are disclosed in the Corporate Governance Report which forms part of the Annual Report.

PARTICULARS OF EMPLOYEES

The statement also provides details of the performance and financial position of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and other related information of the Company and audited accounts of each of its subsidiaries, are available on our website, www.felindia.in.

If any member is interested in obtaining such information, such member may write to the Company Secretary and the same will be furnished on request. The full Annual Report including aforesaid information is being sent electronically to all those Members who have registered their e-mail addresses and is also available on the Companys website.

CREDIT RATING

The details pertaining to credit rating obtained or assigned during the year under review is given in Corporate Governance Report forming part of this Annual Report.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with Secretarial Standards on meetings of the Board of Directors ("SS-1") and on General Meetings ("SS-2") as amended and issued by the Institute of Company Secretaries of India in terms of Section 118(10) of the Act.

OTHER DISCLOSURES

During the year under review:

There were no events relating to non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

None of Managing Director or the Whole-time Directors of the Company is in receipt of any remuneration or commission from any of its subsidiary companies;

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

ACKNOWLEDGEMENT

Your Directors would like to thank and place on record their appreciation for the support and co-operation provided to your Company by its Shareholders, Future Group entities, and in particular, their employees, bankers, regulatory authorities. Your Directors would also like to place on record their appreciation for the efforts put in by employees of the Company during the year.

For and on behalf of the Board of Directors
Place: Mumbai Vijay Biyani
Date: July 30, 2021 Chairman & Managing Director