INFORMATION MEMORANDUM
FUTURE LIFESTYLE FASHIONS LIMITED
(Formerly known as Future Value Fashion Retail Limited)
(Our Company was originally Incorporated as Future Value Fashion Retail Limited on May 30, 2012 and obtained
Certificate of Commencement of Business dated June 15, 2012 and obtained fresh certificate of Incorporation
subsequent to change of name on December 4, 2012 under the Companies Act, 1956)
Registered Office: “Knowledge House”, Shyam Nagar, Off Jogeshwari-Vikhroli Link Road,
Jogeshwari (East), Mumbai – 400 060
Tel.: (022) 30841300 Fax: (022) 30842501 Website: www.futurelifestyle.in
Contact Person and Compliance Officer: Mr. Kuldeep Sharma, Head – Legal & Company Secretary
Email: investorrelations@futurelifestyle.in
OUR PROMOTERS
FUTURE RETAIL LIMITED AND FUTURE CORPORATE RESOURCES LIMITED
INFORMATION MEMORANDUM FOR LISTING OF 15,44,73,231 EQUITY SHARES OF RS. 2/- EACH
NO EQUITY SHARES ARE PROPOSED TO BE SOLD/OFFERED
PURSUANT TO THIS INFORMATION MEMORANDUM
GENERAL RISKS
Investment in equity and equity-related securities involves a degree of risk and investors should not invest in the
equity shares of Future Lifestyle Fashions Limited unless they can afford to take the risk of losing their investment.
For taking an investment decision, investors must rely on their own examination of our Company including the risks
involved.
ABSOLUTE RESPONSIBILITY OF FUTURE LIFESTYLE FASHIONS LIMITED
Future Lifestyle Fashions Limited having made all reasonable inquiries, accepts responsibility for, and confirms that
this Information Memorandum contains all information with regard to Future Lifestyle Fashions Limited, which is
material, that the information contained in this Information Memorandum is true and correct in all material aspects
and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and
that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such
information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares of Future Lifestyle Fashions Limited are proposed to be listed on the BSE Limited (BSE) and The
National Stock Exchange of India Limited (NSE).Our Company has submitted this Information Memorandum with
BSE and NSE and the same has been made available on our website viz. www.futurelifestyle.in. Our Company has
received in-principle approval from BSE and NSE on July 29, 2013 and August 7, 2013 respectively. The Information
Memorandum would also be made available on the website of BSE (www.bseindia.com) and NSE
(www.nseindia.com)
SHARE TRANSFER AGENT
Link Intime (India) Pvt. Ltd.
C-13, Pannalal Silk Mills Compound
L. B. S. Marg, Bhandup (West)
Mumbai - 400 078.
Tel: (022) 2596 3838. Fax: (022) 2594 6969
Contact Person: Mr. Ranjeet Mhadam E-mail: rnt.helpdesk@linkintime.co.in
TABLE OF CONTENTS
SECTION I – GENERAL .............................................................................................................................................. 3
DEFINITIONS AND ABBREVIATIONS ................................................................................................................... 3
FORWARD LOOKING STATEMENTS .................................................................................................................... 6
CURRENCY OF PRESENTATION ............................................................................................................................ 7
SECTION II – RISK FACTORS ................................................................................................................................... 8
RISK FACTORS .......................................................................................................................................................... 8
SECTION III – INTRODUCTION ............................................................................................................................. 20
SUMMARY OF INDUSTRY ..................................................................................................................................... 20
SUMMARY OF BUSINESS ...................................................................................................................................... 21
SUMMARY FINANCIAL INFORMATION ............................................................................................................ 22
COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION ........................................................... 24
GENERAL INFORMATION ..................................................................................................................................... 28
CAPITAL STRUCTURE ........................................................................................................................................... 30
OBJECTS AND RATIONALE OF THE SCHEME .................................................................................................. 36
STATEMENT OF POSSIBLE TAX BENEFITS....................................................................................................... 37
SECTION IV - ABOUT US.......................................................................................................................................... 47
INDUSTRY OVERVIEW .......................................................................................................................................... 47
OUR BUSINESS ........................................................................................................................................................ 54
HISTORY OF OUR COMPANY AND CERTAIN CORPORATE MATTERS....................................................... 63
OUR MANAGEMENT .............................................................................................................................................. 69
PROMOTERS............................................................................................................................................................. 79
GROUP COMPANIES ............................................................................................................................................... 88
DIVIDEND POLICY ................................................................................................................................................ 108
SECTION V – FINANCIAL INFORMATION ....................................................................................................... 109
FINANCIAL INFORMATION OF OUR COMPANY ............................................................................................ 109
PROFORMA CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2013 (BASED ON MANAGEMENT
ACCOUNTS) ............................................................................................................................................................ 119
UNAUDITED STANDALONE MANAGEMENT REVIEWED FINANCIAL RESULTS FOR THE QUARTER
ENDED JUNE 30, 2013 ........................................................................................................................................... 121
MANAGEMENT DISCUSSION AND ANALYSIS ............................................................................................... 123
SECTION VI - LEGAL AND OTHER INFORMATION ...................................................................................... 127
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ............................................................ 127
GOVERNMENT APPROVALS & LICENSES ....................................................................................................... 144
SECTION VII – REGULATORY AND STATUTORY.......................................................................................... 145
REGULATORY AND STATUTORY DISCLOSURES ......................................................................................... 145
ARTICLES OF ASSOCIATION .............................................................................................................................. 149
SECTION VIII – OTHER INFORMATION ........................................................................................................... 165
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................................. 165
DECLARATION ...................................................................................................................................................... 166
2
SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
Term
“Future Lifestyle Fashions”
or “FLFL” or “Company”
“our Company” or “Resulting
Company 2” or “Future
Lifestyle Fashions Limited”
or “us” or “we” or “our”
The “Group” or Group
Companies
AGM
AS
Articles/ Articles of
Association
Appointed Date
Auditors
Bn/ bn.
BSE
Board/ Board of Directors
CAGR
CDSL
Companies Act
Depository
Depositories Act
DP/Depository Participant
DPID
Director(s)
EBITDA
Effective Date
EGM
EPS
Equity Share(s)
ESI
FDI
FEMA
FEMA Regulations
FII(s)
Description
Future Lifestyle Fashions Limited, a public limited company incorporated under
the Companies Act, 1956 and having its registered office at Knowledge House,
Shyam Nagar, Off Jogeshwari – Vikhroli Link Road, Jogeshwari (East),
Mumbai 400 060.
Companies as defined in the section on – Group Companies
Annual General Meeting of the Members of our Company
Accounting Standards issued by the Institute of Chartered Accountants of India
The Articles of Association of our Company
January 1, 2013
The statutory auditors of our Company, namely NGS & Co; LLP, Chartered
Accountants, Mumbai
Billion
BSE Limited
Board of Directors of our Company
Compounded Annual Growth Rate
Central Depository Services (India) Limited
Companies Act, 1956 as amended from time to time or any re-enactment thereof
A body corporate registered under SEBI (Depositories and Participant)
Regulations, 1996
Depositories Act, 1996 as amended from time to time
A depository participant as defined under the Depositories Act
Depository Participant Identity
The director(s) on the Board of our Company
Earnings Before Interest, Tax, Depreciation and Amortization
May 29, 2013
Extraordinary General Meeting of the members of our Company
Earnings Per Share i.e., profit after tax for a fiscal year divided by the weighted
average outstanding number of equity shares at the end of that fiscal year
The ordinary equity share(s) of our Company with a face value of Rs. 2/ unless otherwise specified in the context thereof
Employee State Insurance
Foreign Direct Investment
Foreign Exchange Management Act, 1999 read with rules and regulations there
under as amended from time to time
FEMA (Transfer or Issue of Security by a Person Resident Outside India)
Regulations, 2000 as amended from time to time
Foreign Institutional Investors as defined under SEBI (Foreign Institutional
Investor) Regulations, 1995 registered with SEBI under applicable laws in India
3
Financial Year/Fiscal
Year/FY
FVIL or the Demerged
Company 3/ Resulting
Company 1/ Transferee
Company
FVIL Demerged Undertaking
GAAP
GDP
GoI/ Government
ICAI
ILCL or the Demerged
Company 1
IT
Income Tax Act
India
Indian GAAP
LEE or the Transferor
Company 1
MoU
Mn / mn
Memorandum or Memorandum
of Association
Mutual Fund
NAV
NEFT
NOC
NSDL
NSE
PAN
Any period of twelve months ended March 31, of that particular year, unless
otherwise stated
Future Ventures India Limited
The entire business and undertaking of FVIL relating to its fashion business and
related activities including inter-alia all the assets and properties, debts,
liabilities, duties and obligations, contingent liabilities, the movabl e and
immovable properties, all permanent employees relating to the said fashion
business and undertaking and defined in detail in the Composite Scheme
Generally Accepted Accounting Principles
Gross Domestic Product
Government of India, unless otherwise specified
The Institute of Chartered Accountants of India
Indus League Clothing Limited
Information Technology
The Income Tax Act, 1961, as amended from time to time
The Republic of India
Generally Accepted Accounting Principles in India
Lee Cooper (India) Limited
Memorandum of Understanding
Million
Memorandum of Association of our Company
A mutual fund registered with SEBI under the SEBI (Mutual Funds)
Regulations, 1996, as amended from time to time.
Net Asset Value being paid up equity share capital plus free reserves (excluding
reserves created out of revaluation) less deferred expenditure not written off
(including miscellaneous expenses not written off) and debit balance of Profit
and Loss account, divided by number of issued equity shares.
National Electronic Fund Transfer
No Objection Certificate
National Securities Depository Limited
The National Stock Exchange of India Limited
Permanent Account Number allotted under the Income Tax Act, 1961, as
amended from time to time.
PAT
PBT
FRL or the Demerged
Company 2
Profit After Tax
Profit Before Tax
Future Retail Limited (formerly known as Pantaloon Retail (India) Limited)
FRL Demerged Undertaking
The entire business and undertaking of FRL relating to its fashion business
carried on under format brands of Central, Brand Factory, Planet Sports and
aLL including inter-alia all the assets and properties, debts, liabilities, duties
and obligations, contingent liabilities, the movable and immovable properties,
all permanent employees relating to the said format brands and defined in detail
in Composite Scheme.
Future Retail Limited and Future Corporate Resources Limited
Promoters
4
RBI
Registered Office
The Reserve Bank of India
The registered office of our Company located at Knowledge House, Shyam
Nagar, Off Jogeshwari - Vikhroli Link Road, Jogeshwari (East), Mumbai 400
060
RoC
The Registrar of Companies, Maharashtra located at Everest, 100 Marine Drive,
Mumbai 400 002
Rs./Rupees/INR
Scheme/ this Scheme/
Composite Scheme
Rupees, being the lawful currency for the time being of India
Composite Scheme of Amalgamation and Arrangement under Sections 391 to
394 read with Sections 78 and 100 to 103 of the Companies Act, 1956 between
Indus - League Clothing Limited and Lee Cooper (India) Limited and Future
Ventures India Limited and Future Retail Limited and Future Lifestyle Fashions
Limited and their respective Shareholders and Creditors as sanctioned by the
High Court of Judicature at Bombay on 10 May 2013 and effective from 29th
May 2013.
The Securities and Exchange Board of India constituted under the
SEBI Act, 1992
Securities Contract Regulation (Rules), 1957, as amended from time to time
SEBI
SCRR
SEBI Act
SEBI Regulations/ICDR
Securities and Exchange Board of India Act 1992, as amended from time to
time
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as
amended from time to time
Stamp Act
State Government
Stock Exchange(s)
Takeover Code
The Indian Stamp Act, 1899, as amended from time to time.
The Government of a State of India
The National Stock Exchange of India Limited (NSE) and BSE Limited (BSE)
The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011,
as amended
GENERAL INDUSTRY TERMS
Term
Description
FMCG
Fast Moving Consumer Goods
Sq. ft.
Square Feet
Sq. metres/ Sq. mtr.
Square Metres
5
FORWARD LOOKING STATEMENTS
This Information Memorandum includes statements which contain words or phrases such as “will”, “would”, “aim”,
“aimed”, “will likely result”, “is likely”, “are likely”, “believe”, “expect”, “expected to”, “will continue”, “will
achieve”, “anticipate”, “estimate”, “estimating”, “intend”, “plan”, “contemplate”, “seek to”, “seeking to”, “trying
to”, “target”, “propose to”, “future ‘” , “objective”, “goal”, “project”, “should”, “can”, “could”, “may”, “will
pursue”, and similar expressions or variations of such expressions, that are “forward-looking statements”.
Our forward- looking statements contain information regarding, among other things, our financial
condition, future plans and business strategy. We have based these forward-looking statements on our
current expectations and projections about future events. Although we believe that these expectations and
projections are reasonable, such forward-looking statements are inherently subject to risks, uncertainties and
assumptions, including, among other things:

General political, social and economic conditions in India and other countries;

Our ability to successfully implement our strategy, our growth and expansion plans and technological
changes;

Strikes or work stoppages by our employees or contractual employees;

Increasing competition in, and the conditions of, the Indian fashion industry;

Failure to undertake projects on commercially favorable terms;

Changes in government policies, including introduction of or adverse changes in tariff or
non-tariff barriers, foreign direct investment policies, affecting the retail industry generally in India;

Accidents and natural disasters; and

Other factors beyond our control.
We undertake no obligation to publicly update or revise any forward- looking statements, whether as a
result of new information, future events or otherwise. In light of the foregoing, and the risks, uncertainties and
assumptions discussed in “Risk Factors” and elsewhere in this Information Memorandum, any forwardlooking statement discussed in this Information Memorandum may change or may not occur, and our actual
results could differ materially from those anticipated in such forward-looking statements.
6
CURRENCY OF PRESENTATION
In this Information Memorandum all references to “Rupees” and “Rs.” and INR are to Indian Rupees, the legal
currency of the Republic of India.
Certain Conventions; Use of Market Data
Unless stated otherwise, the financial data in this Information Memorandum is derived from our financial statements.
The fiscal year commences on April 1 and ends on March 31 of each year, so all references to a particular fiscal year
are to the twelve month period ended March 31 of that year. In this Information Memorandum, any discrepancies in
any table between the total and the sums of the amounts listed are due to rounding.
All references to “India” contained in this Information Memorandum are to the Republic of India. All references to
“Rupees” or “Rs.” are to Indian Rupees, the official currency of the Republic of India.
For additional definitions, please see the section titled “Definitions, Abbreviations and Industry Related Terms” of this
Information Memorandum.
Unless stated otherwise, industry data used throughout this Information Memorandum has been obtained from the
published data and industry publications.
The information included in this Information Memorandum about various other companies is based on their respective
Annual Reports and information made available by the respective companies
7
SECTION II – RISK FACTORS
RISK FACTORS
The risks described below and any additional risks and uncertainties not presently known to our Company or that are
currently deemed immaterial could adversely affect our Company’s business, financial condition or results of
operations and the trading price of our Equity Shares could decline. Unless specified or quantified in the relevant risk
factors below, we are not in a position to quantify the financial or other implication of any of the risks described in
this section. The numbering of the risk factors has been done to facilitate ease of reading and reference and does not
in any manner indicate the importance of one risk over another.
Risks relating to our Company’s Business
Internal Risk Factors
1.
Our Company has no operating history, so it is difficult to estimate our future performance.
Pursuant to the Scheme, the activities and operations of fashion business of FRL and FVIL have been transferred
to our Company. Although the employees are being transferred along with the businesses, our Company has no
prior experience in operating fashion business. Our Company currently has no significant operating history from
which our business, future prospects and viability can be evaluated. Any inability of our Company to effectively
undertake fashion business could adversely affect our business prospects, financial condition and results of
operation. Moreover, our Company’s prospects and viability should not be evaluated based on the performance
of FRL and FVIL, respectively. As a result, we cannot assure that our future performance or business strategy
will be successful.
2.
Our product offering includes a range of fashion merchandise, which is seasonal and rapidly changing. Any
failure in identifying changing fashion trends or any reduction in consumer demand would adversely affect
our Company’s business.
We are a company dealing with fashion products. The fashion industry is seasonal, highly creative, competitive
and rapidly-changing with change in customer preferences, income levels and demographics. Further, sale of
fashion products is also affected by festive and marriage seasons. Sale of our products may decline during
recessionary periods and may also decline for a variety of other reasons, including changes in fashion trends and
the introduction of new products or pricing changes by our competitors. Uncertainties regarding future economic
prospects could also affect consumer-spending habits and may have an adverse effect on the results of operations.
Our success depends upon our ability to anticipate and respond to the changing customer lifestyle and
preferences in a timely manner. Any inability on our part to perceive and capitalize on prevailing trends, timely
forecast changing trends or failure to keep pace with the rate of such change may affect our growth prospects.
3.
Our business is highly dependent on Supply Chain Management. Inefficient supply chain management by us
or third parties may affect our business and results of our operations.
The success of our business is dependent on effective supply chain management. Our supply chain stretches from
suppliers to final customers. Ensuring availability of shelf space for our products requires quick turnaround times
and high level of coordination with suppliers; and we currently rely on a number of domestic suppliers. However,
if timely and adequate supplies of raw materials on acceptable commercial terms are not available to us, or if
there are significant increases in the cost of these materials, then our margins, results of operations and financial
condition may be adversely affected.
4.
Some of our fashion brands are not owned by us, which are marketed pursuant to agreements entered by us
and our business and results of operations may suffer if these agreements are terminated or not renewed.
We have manufacturing and marketing license agreements for fashion brands like John Miller, Bare, RIG, Spunk,
Lombard, Buffalo, etc. Further, we have exclusive manufacturing and marketing license agreements for India for
global brands like Manchester United, Lee Cooper, Daniel Hechter, UMM, Converse, etc. If for any reason these
agreements are terminated or not renewed, our business and results of operations may suffer.
5.
The business and future results of operations of our Company may be adversely affected if we are not able to
manage our growth and expansion plans.
8
Our Company may not be able to manage growth effectively. Addressing the challenges arising from growth
requires substantial time and resources of senior management personnel. Any inability on part of our Company to
manage our growth could have an adverse effect on our business, financial conditions and results of operations.
Further, our expansion plans involve certain risks and difficulties, many of which are beyond our control and
accordingly, there can be no assurance that we will be able to complete our plans on schedule or without
incurring additional expenditures or at all. Our success will depend on, among other things, our ability to assess
potential markets, time of our capital investments, attract new customers in India and maintain and enhance our
position with our current customers in India, obtain timely all the necessary government and other regulatory
approvals, maintain sufficient operational and financial controls and successfully integrate the business
operations. There can be no assurance that our expansion plans will result in it achieving the sales that it expects
to, or that it will be able to, achieve the targeted return on investment on the expansion plans. Our Company’s
future results of operations may be adversely affected if we are unable to implement our growth strategies
successfully.
6.
Competition in the fashion industry may adversely affect our earnings.
Competition in the fashion industry is intense. Some of our competitors have economic resources greater than
those of our Company and are well established as suppliers to the markets that our Company serves. Quality,
performance, service and cost are generally the principal competitive factors that our Company faces in the
markets in which we operate. To the extent we are unable to deal with these and other competitive pressures
effectively, our financial condition and results of operations may be adversely affected.
7.
Any inability to manage working capital, predominantly in inventories and debt, may affect our cash flows
and adversely affect our results of operations and financial condition.
Currently, a significant portion of our Company’s revenues are generated from products that are characterized by
high investments in working capital, predominantly in inventories and debt. Our Company has incurred high
investments primarily due to our wide product range and large distribution network. Any increase in these
investments due to a change in the business scenario may constrain our cash flows and adversely affect our
results of operations and financial condition.
8.
Our Company’s success depends on attracting and maintaining regular customer visits to malls.
Our Company’s success depends, to a significant extent, to customer visits to malls and other retail outlets that
are managed or operated by our Company. For example, promotional activities and events in a mall form an
integral part of business and may have an impact on sales volumes and thereby affecting income of our
Company. There is no guarantee that our promotional activities will realize any or all of the anticipated benefits
of such activities. The failure of such promotional activities could have an adverse impact on our Company’s
business, financial condition and results of operations.
9.
After the Scheme, our Company could fail to meet the operational challenges related to our business.
Although our Company expects that the Scheme will result in certain benefits, it may not realise those benefits
because of challenges relating to operating as a stand-alone business. These challenges include completing the
arrangement and amalgamation of business from FRL and FVIL, retaining key personnel, distraction of our
management’s time and resources, difficulty in effectively marketing and communicating the capabilities of our
Company to operate as a stand-alone business, demonstration to stakeholders that the Scheme will not result in
adverse changes in standards or business and impairment of relationships with employees as a result of the
Scheme. Any failure of our Company to operate as a stand-alone business or to realise any of the anticipated
benefits of the Scheme could have an adverse impact on our Company’s business, financial condition and results
of operations.
10. Our Company’s success depends on attracting and retaining key personnel.
Our Company’s success depends, to a significant extent, on the continued services of our executive management
team, which has substantial experience in the fashion industry. In addition, our ability to continue to identify and
develop brands depends on the management’s knowledge of fashion business and their expertise therein. There is
no guarantee that any of the executive management team will continue to be employed by our Company. The loss
9
of the services of one or more members of the executive management team could have an adverse impact on our
Company’s business, financial condition and results of operations.
11. Our business could be adversely affected if we fail to protect our intellectual property rights.
We own some fashion brands and we use some of the fashion brands under license agreement from third parties.
Our Company’s success depends in part on our ability to protect these fashion brands and other intellectual
property rights. We rely on a combination of trademark, and trade secret laws, licenses, confidentiality and other
agreements to protect our intellectual property rights. However, this protection may not be fully adequate. Our
trademark agreements may terminate or become subject to litigation. Our intellectual property rights may be
challenged or invalidated, an infringement suit by us against a third party may not be successful and/or third
parties could adopt trademarks similar to ours. Our Company routinely enters into confidentiality agreements
with our employees and strategic and joint venture partners, among others, such agreements may be breached,
and we could be harmed by unauthorized use or disclosure of our confidential information. Further, our failure to
protect our intellectual property could materially and adversely affect our competitive position, reduce revenue or
otherwise harm its business.
Further, our Company may be accused of infringing or violating the intellectual property rights of third parties.
Any such claims, whether or not meritorious, could result in costly litigation and divert the efforts of our
Company personnel. Should our Company be found liable for infringement, we may be required to enter into
licensing arrangements (if available on acceptable terms or at all) or pay damages and cease selling certain
products or using certain product names or technology. Our failure to prevail in any intellectual property
litigation could materially adversely affect our competitive position and have an adverse effect on its results of
operations.
12. Our Company may be involved in disputes which could adversely affect our business, financial condition and
results of operations.
Our Company may be involved in disputes with consumers, vendors, suppliers, creditors, debtors etc. relating to
the business. Any such dispute could result in litigation between our Company and such parties. Whether or not
any dispute actually proceeds to litigation, our Company may be required to devote significant management time
and attention to its resolution (through litigation, settlement or otherwise), which may affect the management’s
ability to focus on our Company’s business. Any such resolution could involve the payment of damages or
expenses by us which may be significant or settlement on terms that may not be favourable to our Company. Any
of the foregoing events could have an adverse impact on our business, financial condition and results of
operations.
13. Our Company relies extensively on IT systems and any disruption in the system or any failure may adversely
affect our business operations.
Our Company relies extensively on IT system extensively for connectivity across our business functions through
various software, and other connectivity systems. The business processes are also IT enabled and any disruption
with the functioning of the IT system could adversely affect our business operations.
14. Our Company is exposed to market risk from interest rate fluctuations.
An increase in interest rates or an increase in the margin on which finance can be obtained may increase our
Company’s financing costs and such increase in interest rates may increase the cost of borrowing, which could
have an adverse impact on our business, financial condition and results of operations.
15. Our Company is potentially liable for any uninsured loss which may result due to injuries to visitors at stores
managed by our Company.
There exists a risk of accidents involving visitors in stores managed by our Company. In such instances, our
Company’s inability to put in place adequate public liability insurance cover may have an adverse impact on our
business, reputation, financial condition and results of operations.
10
16. Our Company may be exposed to product liability claims that could have an adverse effect on our Company’s
results of operations.
The laws of India do not require the maintenance of product liability insurance for our Company’s business
operations. We, therefore, does not have product liability insurance. If our Company is found liable for any
product liability claim, we may be required to pay substantial damages. Even if our Company is successful in
defending such a claim, our Company may have incurred substantial financial and other resources in defending
such a claim. In such circumstances, our financial results will be adversely affected. Depending on the outcome
of any such claims, the reputation of our Company’s image could also be adversely affected.
17. We require certain approvals and licenses in the ordinary course of business, and the failure to obtain or
retain them in a timely manner may adversely affect its operations.
Our Company is resultant of de-merger of lifestyle fashion businesses of Future Retail Limited (formerly known
as Pantaloon Retail (India) Limited) and Future Ventures India Limited pursuant to the Scheme. Pursuant to the
said demerger, all business approvals are required to be transferred in our Company’s name, which is currently
under process. Further, our Company requires certain approvals, licences, registrations and permissions to
operate our business, some of which may have expired and for which we may have either made, or are in the
process of making, an application for obtaining the approval for its renewal. If we fail to obtain or retain any of
these approvals or licenses, or renewals thereof, in a timely manner, our business may be adversely affected.
Furthermore, in terms of the government approvals and licenses we are subject to numerous conditions, some of
which are onerous and may require us to make substantial compliance-related expenditure. If we fail to comply
or a regulator claims that we have not complied with these conditions, our business, prospects, financial
condition and results of operations may be adversely affected.
18. There are outstanding legal proceedings involving our Company, Subsidiaries, Joint Ventures, Associates,
Promoters, Directors and Group Companies.
There are certain outstanding legal proceedings against our Company, Subsidiaries, Joint Ventures, Associates,
Promoters, Directors and the Group Companies. These proceedings are pending at different levels of adjudication
before various courts, enquiry officers, and arbitrators. Brief details of such outstanding litigation are as follows:
Nature of Cases
Against the Company
Civil Proceedings
Criminal Proceedings
Consumer Proceedings
Tax Proceedings
Labour Proceedings
Arbitration Proceedings
Tax/ Stamp Duty Cases
No. of Outstanding Cases
Amount Involved (Rs. in Lacs)
5
6
2
4
1
1,008.38
3.24
48.64
285.60
Against the subsidiaries
Civil Proceedings
Criminal Proceedings
Consumer Proceedings
Tax Proceedings
Labour Proceedings
Arbitration Proceedings
Tax/ Stamp Duty Cases
2
3
-
4.48
50.21
-
Against the Promoters
Civil Proceedings
20
774.99
11
Criminal Proceedings
Consumer Proceedings
Tax Proceedings
Labour Proceedings
Arbitration Proceedings
Tax/ Stamp Duty Cases
20
31
5
10
5
11
59.52
23.98
3,419.88
890.8
Against the Directors
Civil Proceedings
Criminal Proceedings
Consumer Proceedings
Tax Proceedings
Labour Proceedings
Arbitration Proceedings
Tax/ Stamp Duty Cases
3
67
2
6
-
5.89
3.26
-
12
42
182
8
11
2
-
95.64
332.28
225.44
307.62
30.00
2,262.61
-
2
2
1
8
2
-
9.36
15.73
15.84
279.83
-
Against the Group Companies
Civil Proceedings
Criminal Proceedings
Consumer Proceedings
Tax Proceedings
Labour Proceedings
Arbitration Proceedings
Tax/ Stamp Duty Cases
Against Joint Ventures/ Associates
Civil Proceedings
Criminal Proceedings
Consumer Proceedings
Tax Proceedings
Labour Proceedings
Arbitration Proceedings
Tax/ Stamp Duty Cases
An adverse outcome in the aforesaid proceedings could have a material adverse effect on our business, prospects,
financial condition and results of operations. We cannot assure you that these matters will be settled in favour of
our Company, relevant Subsidiaries, Joint Ventures, Associates, Promoters, Directors and Group Companies or
that no further liability will arise out of these claims. For further details of outstanding litigations, please refer to
the section titled “Outstanding Litigations and Material Developments” in this Information Memorandum.
19. One of our Promoters, Future Retail Limited, had agreed for consent order with SEBI
FRL had agreed for consent order with SEBI in respect of an appeal filed with H’ble Securities Appellate
Tribunal against Adjudicating Order related to redressal of the grievances of investors within stipulated time. The
said consent order was passed by SEBI on December 5, 2012, wherein FRL paid settlement charges of Rs.6.50
lacs and legal expenses of Rs.1.00 lac.
20. Our Registered Office and/or stores are not owned by us. Inability to execute or renew lease arrangements on
favourable terms or at all may materially affect our business and profitability.
12
Our registered office is located at Knowledge House, Shyam Nagar, Off Jogeshwari Vikhroli Link Road,
Jogeshwari (East), Mumbai 400060, which is not owned by our Company. Our Company has been permitted by
Future Retail Limited, one of our Promoters, to use the said premises through letter dated May 30, 2012. We
cannot assure that we will be able to renew the arrangement for using the premises on which our Registered
Office is located on commercially acceptable terms, or at all.
Further, our stores are operated from premises which are generally acquired on long-term leasehold or on leave
and license basis or on the basis of other contractual agreements with third parties. If we are unable to execute or
renew lease arrangements on favourable terms or at all, or enforce our rights with respect to occupation of
existing properties, this may lead to time and cost overruns and may have a material adverse effect on our
business, financial performance.
21. Certain loans which our Company has availed of contain undertakings, conditions and restrictive covenants
which could restrict our ability to conduct business and operations.
Certain loans, which our Company has availed of in connection with our operations, contain conditions and
restrictive covenants including, but not limited to, the following: the ability of the issuing bank to alter the terms
and conditions or withdraw all or any of the credit limits sanctioned at any time at its discretion; the ability of the
issuing bank to recall any part or all of the facility in the event the credit facility is not utilized for the specified
purpose, non-compliance with terms and conditions of the sanction and drawing beyond the sanctioned limits.
Our Company has also assumed certain obligations under these arrangements, which include, but are not limited
to, the following: immediate written notification of any changes in the Company’s constitution, changes in
directors, proposals for a merger or takeover, in relation to which the issuing bank has the right to disapprove
such alteration, and further may exercise the right to suspend, recall or withdraw the facilities; an undertaking to
insure the Company’s hypothecated movables against fire, accident, theft and all other risks under joint name
with the issuing bank. We have also granted the issuing banks certain rights in relation to these facilities, which
include, but are not limited to the following: an option to enforce the security or recover sums due in any manner
the bank deems fit, as well as the ability of the issuing bank, at its discretion, to demand and recover the balance
due in respect of any or all facilities and other charges.
Such conditions, covenants and undertakings may restrict or delay certain actions or initiatives that we may
propose to take from time to time. A failure to observe such covenants or conditions under these facilities may
lead to a termination of these facilities or an acceleration of all amounts due under such facilities and the
enforcement of any security provided. Any acceleration of amounts due under such facilities may also trigger
cross default provisions under other facilities. During any period in which we are in default, we may be unable
to, or face difficulties in arranging similar facilities. We may not be able to continue obtaining new loan facilities
in sufficient quantities to match its business requirements. As a result, our ability to expand into new markets or
segments could be limited. Any of these circumstances could adversely affect our business, financial condition
and results of operations, as well as result in an adverse effect on the price of the Equity Shares.
22. There may be potential conflicts of interest with the Promoter and some of our directors, who are on the board
of one of our Promoters, Future Retail Limited. Such conflict of interests may have an adverse effect on our
business, results of operations and/or the interest of our other shareholders.
One of our Promoters i.e. Future Retail Limited is also engaged into fashion business through “Fashion at Big
Bazaar”. Our managing director, Mr. Kishore Biyani is also the managing director and promoter of Future Retail
Limited. Further, our directors viz. Mr. Rakesh Biyani, Mr. Shailesh Haribhakti and Dr. Darlie Koshy are also on
the board of Future Retail Limited. There may be conflicts of interest in addressing business opportunities and
strategies in circumstances where our interests differ from our Promoter and directors. In case of conflict between
us and Future Retail Limited, our Promoter or Directors may favour Future Retail Limited over us.
Further, since our managing director Mr. Kishore Biyani, who is also a managing director and promoter of Future
Retail Limited, may need to devote time to Future Retail Limited and may, consequently, not be able to dedicate
the time and attention necessary to fulfill his obligations as managing director of our Company. If any such
actual, or perceived, conflicts of interests are not resolved suitably, our business, results of operations and/or the
interest of our other shareholders may be adversely affected.
13
23. Our Promoters and Promoter Group exercise significant control and influence over the business affairs of our
Company and their interests may conflict with those of the investors and other shareholders of our Company.
As of the date of this Information Memorandum, the shareholding of Promoters and Promoter Group in our
Company is 52.08%. Due to the majority of shareholding, our Promoters will have the ability to control and
influence the business affairs of our Company including matters such as sale of all or substantially all of the
assets of our Company, assumption of additional debt, sale of brands belonging to our Company, timing and
distribution of dividends, election of officers and directors and change of control transactions and other matters.
The interests of our Promoters may differ and conflict with those of the investors and other shareholders of our
Company which may cause them to act in a manner that may not be in the best interests of the shareholders of
our Company.
24. Our Promoters, directors and key management personnel are interested in our Company to the extent of their
shareholding.
As of the date of this Information Memorandum, the shareholding of our Promoters, directors and key managerial
personnel in our Company is 37.87%, 0.01% and 0.004% respectively. To the extent of their respective
shareholding in our Company and also to the extent of any dividend payable to them and other distributions in
respect of the said Equity Shares; our Promoters, directors and key management personnel are interested.
25. Our Promoter, Group Companies, subsidiary, joint ventures and associate have unsecured loans which can be
recalled by the lenders at any time
The amount of unsecured loans, which can be recalled by the lenders at any time, availed by our Promoter, Group
Companies, subsidiary, joint ventures and associate; and which are outstanding are provided in the following
table:
Sr.
No
1
2
3
4
5
6
7
8
9
10
11
12
13
14
Company
Future Corporate Resources Limited
Future Human Development Limited
FSC Brand Distribution Services Limited
Future Outdoor Media Solutions Limited
Future Ideas Realtors India Limited
Future Capital Investment Private Limited
Central Departmental Stores Private Limited
Future Hospitality Private Limited
Akar Estate Finance Private Limited
Future Entertainment Private Limited
Gargi Developers Private Limited
Indus Tree Crafts Private Limited
Clarks Future Footwear Limited
Galaxy Entertainment Corporation Limited (31.03.2013)
Relationship with
our Company
Promoter
Group Company
Group Company
Group Company
Group Company
Group Company
Group Company
Group Company
Group Company
Group Company
Group Company
Subsidiary
Joint Venture
Group Company
Unsecured
Short Term
Borrowing
(Rs. in lacs)
48,953.49
3,948.28
275.00
4,937.28
11,141.39
8,842.94
5,691.48
0.20
2,655.31
4,740.10
2,782.16
360.00
6,153.38
1,628.30
Unsecured
Long Term
Borrowing
(Rs. in lacs)
35,943.97
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
365.00
Nil
Nil
Note: Above details are as on August 31, 2013 except otherwise stated.
In the event that the lenders of such loans call in these loans, they would need to find alternative sources of
financing, which may not be available on commercially reasonable terms or at all.
14
26. Certain of our Group Companies have incurred losses in past and the equity shares of one of our listed Group
Companies are infrequently traded
Certain of our Group Companies have incurred losses during last three fiscal years (as per their respective
audited standalone financial statements), as set forth below:
Profit/ (Loss) after tax (Rs. Lacs)
Sr. No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
Fiscal 2013
Name of Group Company
Futurebazaar India Limited
Future E-Commerce Infrastructure Limited
Future Freshfoods Limited
Future Home Retail Limited
Future Knowledge Services Limited
Future Learning and Development Limited
FSC Brand Distribution Services Limited
Future Outdoor Media Solutions Limited
Future Ventures India Limited
Future Ideas Realtors India Limited
Future Hospitality Management Limited
Future Capital Investment Private Limited
Central Departmental Stores Private Limited
Future Human Development Limited
Home Solutions Retail (India) Limited
nuFuture Digital (India) Limited
Future Coupons Limited
Future Sharp Skills Limited
nuFuture Haribhakti Business Services Limited
Future Hospitality Private Limited
Sprint Advisory Services Pvt. Ltd.
Shendra Advisory Services Pvt. Ltd.
Future Supply Chain Solutions Limited
Future Media (India) Limited
(4.02)
Fiscal 2012
(552.58)
(3207)
(1274.87)
(0.22)
(269.21)
(117.44)
(48.86)
(106.84)
(1366.99)
(8561.99)
(0.24)
(6.70)
(0.77)
(598.03)
(512.53)
(60.07)
(0.85)
(242.88)
(57.10)
(0.08)
(60.94)
(76.81)
Fiscal 2011
5.47
(3015.31)
(280.08)
(0.19)
(241.60)
(127.57)
(4.05)
(2.25)
(67.25)
(1.80)
(0.53)
(0.67)
(0.13)
(645.12)
(431.14)
198.40
(0.29)
N.A.
3.34
(0.11)
(16.17)
(59.87)
(416.21)
57.91
16.67
(1,633.83)
111.92
(285.85)
(161.02)
(2,147.71)
(393.36)
(0.05)
(250.43)
(123.26)
(380.02)
(43.67)
(1144.81)
(1418.41)
(0.20)
(14.51)
(0.12)
(801.29)
(87.92)
(1.074.93)
(0.08)
(739.44)
(37.72)
(0.06)
(7.28)
Profit/ (Loss) after tax (Rs. Lacs)
Sr. No.
Name of Group Company
Fiscal 2012
Fiscal 2011
Fiscal 2010
1
Staples Future Office Products Private Limited
(4,875.23)
(1,764.04)
(1,177.66)
Note: Future Entertainment Private Limited has not prepared profit & loss accounts since inception till March 31,
2011, as the company had not started its business operations.
Further, equity shares of one of listed Group Companies, Galaxy Entertainment Corporation Limited are infrequently
traded. For a detailed description of our Group Companies, please see the section entitled “Group Companies” in this
Information Memorandum.
27. The statements contained in this Information memorandum are based on current management plans and
estimates and may be subject to change. In addition, industry statistical and financial data contained in this
Information memorandum may be incomplete or unreliable.
We have not independently verified data from industry publications and other sources contained herein and
although we believe these sources to be reliable, we cannot assure you that they are complete or reliable. Such
data may also be produced on a different basis from comparable information compiled with regards to other
countries. Therefore, discussions of matters relating to India, its economy or the fashion industry herein are
15
subject to the caveat that the statistical and other data upon which such discussions are based have not been
verified by us and may be incomplete or unreliable and should not be unduly relied upon.
Risks Relating to the Equity Shares
28. There is no prior trading history for the Equity Shares.
Since the Equity Shares have not been previously traded, their market value is uncertain. Following admission,
the market price of the Equity Shares may be volatile. Our Company’s operating results and prospects from time
to time may be below the expectations of market analysts and investors. At the same time, market conditions may
affect the price of our Company’s Equity Shares regardless of the operating performance of our Company. Stock
market conditions are affected by many factors, such as general economic and political conditions, terrorist
activity, movements in or outlook on interest rates and inflation rates, currency fluctuations, commodity prices,
changes in investor sentiment towards the retail market and the supply and demand of capital.
29. Significant trading volumes of the Equity Shares on the Stock Exchanges in the period on listing could impact
the price of our Company’s Equity Shares.
Following admission of our Equity Shares for trading on the Stock Exchanges, there may be a period of relatively
high volume trading in the Equity Shares. A high volume of sales of our Equity Shares on the Stock Exchanges
after admission, or the perception that these sales might occur, could result in volatility in the market price of our
Equity Shares.
30. Our Company may decide to offer additional Equity Shares in the future, diluting the interests of existing
Shareholders which could adversely affect the market price of Equity Shares.
Our Company’s ability to execute our business strategy depends on our access to an appropriate blend of debt
financing, and equity financing. If our Company decides to offer additional Equity Shares or other securities
convertible into Equity Shares in the future, this could dilute the interests of existing Shareholders which could
have an adverse impact on the market price of Equity Shares. An additional offering of Equity Shares by our
Company, or the public perception that an offering may occur, could have an adverse impact on the market price
of the Equity Shares.
31. There is no guarantee that dividends will be paid.
There can be no assurances that our Company will pay dividends. Any decline in our Company’s operating
income could result in distributable profits not being available for payment of dividend which may have an
adverse impact on the market price of our Equity Shares.
EXTERNAL RISK FACTORS
1. Weak economic conditions may have an adverse impact on our Company’s business, financial condition and
results of operations.
The global credit markets have experienced, and may continue to experience, significant volatility and may
continue to have a significant adverse effect on the availability of credit and the confidence of the financial
markets, including in India. This volatility has resulted in an industry-wide softening of demand for consumer
goods due to a lack of consumer confidence and decreased affordability which has adversely affected the fashion
industry and may adversely affect our Company’s business, financial condition and results of operations
Additionally, economic and market conditions can adversely affect the performance of our Company since the
revenue generated from fashion business are linked to the consumption abilities of the general public and
disposable income available with them. In particular, the decline in the performance of the global and Indian
economies as a result of the economic downturn can reduce purchasing power of consumers in general. Restricted
availability of credit for consumers and businesses may lead to lower levels of consumer spending.
2. Taxes and other levies imposed by the Government of India or State Governments relating to our Company’s
business may have a material adverse effect on the demand of our products
Taxes and other levies imposed by the Central or State Governments that affect the industry include:
a. Custom duty on import of raw material and components
16
b. Excise duty on certain raw material and final product
c. Central and State sales tax / value added tax
d. These taxes and levies affect the cost of production of Apparel and also affects the consumer spends.
An increase in any of these taxes or levies, or the imposition of new taxes or levies in future, may have a material
adverse impact on the business, profitability and financial condition of our Company.
3. External events beyond the control of our Company may have a negative impact on the business.
The occurrence of events such as terrorist attack, an outbreak of an infectious disease such as ‘swine flu’ or any
other serious public health concerns, could result in shutting down or deserting of shopping malls and retail
premises. Furthermore, terrorist attacks or war could damage infrastructure or otherwise inhibit or prevent access
to the various locations where our Company would have business operations which could discourage general
public from visiting malls and other retail venues. Any occurrence of the foregoing events could have an adverse
impact on our Company’s business, financial condition and/or operating results.
4. Changes in Government policies
Changes in Government policy, especially further relaxations in FDI policies which may make entry of foreign
brands more easily will adversely affect our competitive position. Changes in interest rates, revision of duty
structure, changes in tax laws, changes in environmental regulations and emission norms etc. may have an adverse
impact on the profitability of our Company. Due to the competitive nature of the market, the cost increases as a
result of these changes may not be easily passed on to the customers.
5. Political instability or changes in the Government may delay the liberalization of the Indian economy and
adversely affect economic conditions in India generally, which may impact our business, financial results and
results of operations
The Government of India has traditionally exercised and continues to exercise influence over many aspects of the
economy. Our business and the market price and liquidity of our Equity Shares may be affected by interest rates,
changes in Government policy, taxation, social and civil unrest and other political, economic or other
developments in or affecting India. Since 1991, successive Indian Governments have pursued policies of
economic liberalization and financial sector reforms. The current Government, which was re-elected to power in
May 2009, is headed by the Indian National Congress and is a coalition of several political parties. Although the
current Government has announced policies and taken initiatives that support the economic liberalization policies
that have been pursued by previous Governments, the rate of economic liberalization may change, and specific
laws and policies affecting commodity futures, foreign investment and other matters affecting investment in our
securities may change as well. However, there can be no assurance that such policies will be continued. A change
in the Government in future may result in a significant change in the Government’s policies that may adversely
affect business and economic conditions in India and may also adversely affect our business, financial condition
and results of operations.
6. Natural calamities could have a negative impact on the Indian economy and cause our business to suffer.
India has experienced natural calamities such as earthquakes, tsunami, floods and drought in the past few years.
The extent and severity of these natural disasters determines their impact on the Indian economy. Prolonged spells
of below normal rainfall or other natural calamities could have a negative impact on the Indian economy and can
adversely affect our business.
7. Any downgrading of India’s debt rating by an international rating agency could have a negative impact on our
Company’s business.
Any adverse revision to India’s credit rating for domestic and international debt by international rating agencies
may adversely impact our Company’s ability to raise additional financing and the interest rates and other
commercial terms at which such additional financing is available. This could have an adverse effect on our
Company’s financial performance and our ability to obtain financing to fund growth on favourable terms or at all.
8. Financial instability in other countries, particularly emerging market countries, could disrupt our Company’s
business and affect the price of the Equity Shares.
17
Although economic conditions are different in each country, investors’ reactions to developments in one country
may have an adverse effect on the securities of companies in other countries including India. A loss of investor
confidence in the financial systems of other emerging markets may cause increased volatility in Indian financial
markets and the Indian economy in general. Any worldwide financial instability could also have a negative impact
on the Indian economy, including the movement of exchange rates and interest rates in India. Any financial
disruption could have an adverse effect on our Company’s business, future financial performance, shareholders'
equity and the price of the Equity Shares.
9. Currency exchange rate fluctuations may affect the value of the Equity Shares.
The exchange rate between the Rupee and other foreign currencies, including the U.S. Dollar, the British Pound,
the Euro, the Emirati Dirham, the Hong Kong Dollar, the Singapore Dollar and the Japanese Yen, has changed
substantially in recent years and may fluctuate substantially in the future. If the investor purchases Rupees to
purchase the Equity Shares, fluctuations in the exchange rate between the foreign currency with which the
investor purchased the Rupees may affect the value of the investor’s investment in the Equity Shares. Specifically,
if there is a change in relative value of the Rupee to a foreign currency, each of the following values will also be
affected:

The foreign currency equivalent of the Rupee trading price of the Equity Shares in India;

The foreign currency equivalent of the proceeds that the investor would receive upon the sale in India of any
of the Equity Shares; and

The foreign currency equivalent of cash dividends, if any, on the Equity Shares, which will be paid only in
Rupees.
The investor may be unable to convert Rupee proceeds into a foreign currency of its choice or the rate at which
any such conversion could occur could fluctuate. In addition, our Company’s market valuation could be seriously
harmed by the devaluation of the Rupee if investors in jurisdictions outside India analyze our Company’s value
based on the Rupee equivalent of such other currency and the financial condition and results of operations of our
Company converted into such foreign currency.
10. An outbreak of an infectious disease or any other serious public health concerns in Asia or elsewhere could
have a material adverse effect on our Company’s business and results of operations.
The outbreak of an infectious disease in Asia or elsewhere or any other serious public health concern such as
swine influenza around the world could have a negative impact on economies, financial markets and business
activities worldwide, which could have a material adverse effect on our Company’s business. Although our
Company has not been adversely affected by such outbreaks, there can be no assurance that a future outbreak of
an infectious disease or any other serious public health concern will not have a material adverse effect on its
business.
Notes to Risk Factors:
 As at March 31, 2013, net worth of our Company was Rs. 480.50 Lacs (Pre-Scheme).
 Cost per share to Promoters
Sl. No.
1
2

Name
Future Retail Limited
Future Corporate Resources Limited
Cost per share (Rs.)
126.14
149.85
As on March 31, 2013, book value of our Company was Rs. 1.88 (Pre-Scheme).
18

Details of related party transactions during the FY 2013 are as follows:
Nature of Transaction
Holding Company
Inter Corporate Deposits Given
Reimbursement of Expenses paid
Interest Income
Allotment of Shares
Outstanding Balances as on March 31, 2013:
Receivable
Payable

(Rs. in Lakhs)
Fellow Subsidiaries
509.63
450.00
0.21
13.86
-
-
463.86
0.21
Our Company was originally Incorporated as Future Value Fashion Retail Limited on May 30, 2012 and
obtained Certificate of Commencement of Business dated June 15, 2012 and obtained fresh certificate of
Incorporation subsequent to change of name to Future Lifestyle Fashions Limited on December 4, 2012 under the
Companies Act, 1956.
19
SECTION III – INTRODUCTION
YOU SHOULD READ THE FOLLOWING SUMMARY TOGETHER WITH RISK FACTORS AND MORE
DETAILED INFORMATION ABOUT OUR COMPANY AND FINANCIAL DATA INCL UDED
ELSEWHERE IN THIS INFORMATION MEMORANDUM.
SUMMARY OF INDUSTRY
(The information in this section is derived from various publicly available sources, government publications IMAGES
Fashion yearbook and other industry sources. This information has not been independently verified by us or
respective legal or financial advisors, and no representation is made as to the accuracy of this information. Industry
sources and publications generally state that the information contained therein has been obtained from sources
generally believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed
and their reliability cannot be assured and accordingly, investment decisions should not be based on such
information.)
India has witnessed GDP growth in the past decade and forms one of the largest emerging economies of the world.
The majority stakeholder in this growth is the mass consuming population of the country. Consumers today are much
more evolved and their demands and needs are very different from those of consumers a decade ago.
The textile, apparel and garment industry is amongst the largest beneficiaries of the growth and evolution of consumer
tastes and consumption in India.
The Indian textiles and apparel industry has recorded tremendous growth over the past decade, its current market size
is estimated to be USD 88 billion- Rs.4,57,700 crore. Inexpensive labour and cotton-based raw materials being
plentiful has helped India position itself as a key textiles and apparel sourcing hub. Further, with the abolition of
quotas, India surged ahead of other countries in terms of being a value-added manufacturer with a varied material base
and an educated and talented base of executives with high product development and design orientation. While the
exports market has been growing at an average pace of 10 per cent, the domestic apparel market has a number of
opportunities to offer as well.
The domestic apparel market has been on an optimistic growth trajectory due to a number of reasons including
increasing disposable incomes and urbanisation, favourable consumer demographics, growth of organised retail with
the entry of a large number of domestic and international players, and changing lifestyles. Currently pegged at USD
40 billion- Rs. 2,07,400 crore,the domestic apparel market has grown consistently over the past decade at a CAGR of
9 per cent. This growth is expected to continue with the apparel market projected to be worth USD 62 billionRs.3,21,800 crore in 2017.
The apparel market is one of the segments enjoying the highest modern retail penetration in India with a nearly 20 per
cent share. The entry of various domestic and international players and the increased retail penetration through a
multi-channel approach (i.e. exclusive brand outlets, department stores, discount stores, hypermarkets and e-tailing) is
driving the growth of the organised market, which is poised to contribute as much as 25 per cent of the total fashion
market five years from now.
KEY DRIVERS OF GROWTH
 Growing spending power
 Increasing urbanization
 Favorable demographics:
 The rising middle class
 A younger population
 Increase in the number of working women
 Changing lifestyles
 Changing family structures
For further details please refer the Chapter “Industry Overview”
20
SUMMARY OF BUSINESS
Business Overview
Our Company’s current business is resultant of de-merger of lifestyle fashion businesses of Future Retail Limited
(formerly known as Pantaloon Retail (India) Limited) (“FRL”) and Future Ventures India Limited (“FVIL”) pursuant
to the Scheme. Post the said Scheme, our Company is an integrated fashion company with presence across key
segments within the fashion industry including trend spotting, brand building, product development, manufacturing
and distribution.
Our Company’s business has been designed to capture the trend of consumers getting more attuned to fashion and
brand preferences. Through our presence in three integrated areas: fashion brands, fashion distribution and
investments in fast growing fashion companies, we are poised to capture the fast growing and evolving lifestyle
fashion market in the country.
We have a portfolio of fashion brands that covers the entire gamut of categories including formal menswear, casual
wear, active or sportswear, women’s ethnic wear, women’s denim wear, women’s casual wear, footwear and
accessories and are present across various price points. We have designed and developed many brands over a decade
such as Indigo Nation, Scullers, Urbana, Jealous21, Urban Yoga, Mohr, etc. We have manufacturing and marketing
licenses for fashion brands like John Miller, Bare, RIG, Spunk, Lombard, Buffalo, etc. Further, we have exclusive
manufacturing and marketing licenses for India for global brands like Manchester United, Lee Cooper, Daniel
Hechter, UMM, Spalding, Converse, UMBRO, Champion etc.
Our fashion brands, which are designed and developed by us, are distributed through our retail chains, exclusive brand
outlets (EBOs) and multi brand outlets (MBOs) across the country. Our retail chains viz. Central, Brand Factory, aLL
and Planet Sports, are spread across 3.65 million square feet of retail space. The four retail chains collectively
attracted over 45 million customer footfalls during the calendar year 2012 in 36 cities across the country. These chains
are backed by strong sourcing network, in-house trend-spotting and design teams, coupled with robust logistics and
warehousing network. Further, our distribution network includes over 128 EBOs and over 225 MBOs, which are
present in over 80 cities across the country.
Our Company also focusses on investing in fast growing fashion companies and building the portfolio of fashion
brands. To further strengthen the fashion portfolio of our Company, we have investments in companies, which
owns/manages fashion brands like AND, Holii, Turtle, Celio, Clarks, Mother Earth, Tresmode, Mineral, etc.
Pursuant to the Scheme, as per proforma management accounts as on March 31, 2013, the effective operational
income of our Company was Rs. 67,316.37 Lacs and profit after tax was Rs. 865.83 Lacs.
Our Competitive Strengths:





Parentage of Future Group
Early mover advantage and brand equity
Integrated fashion player – design to distribution
Pan India Presence
Professionally managed experienced team
Our Strategies:




Leading the fashion Industry
Integrated play to improve margins and operational efficiency
Building Indian fashion brands
Expand distribution network
21
SUMMARY FINANCIAL INFORMATION
FUTURE LIFESTYLE FASHIONS LIMITED
(FORMERLY KNOWN AS FUTURE VALUE FASHION RETAIL LIMITED)
BALANCE SHEET AS AT MARCH 31, 2013
EQUITY AND LIABILITIES
Shareholders’ Funds
Share Capital
Reserves and Surplus
Current Liabilities
Other current liabilities
TOTAL
ASSETS
Non-Current assets
Long-Term Loans and Advances
Current assets
Cash and Cash Equivalents
Short-Term Loans and Advances
Other Current Assets
TOTAL
Note
(Rs.in Lakhs)
As at March 31, 2013
2
3
514.63
(34.13)
4
0.63
481.13
5
0.24
6
7
8
17.03
450.00
13.86
481.13
FUTURE LIFESTYLE FASHIONS LIMITED
(FORMERLY KNOWN AS FUTURE VALUE FASHION RETAIL LIMITED)
STATEMENT OF PROFIT AND LOSS FOR THE PERIOD FROM MAY 30, 2012 TO MARCH 31, 2013
(Rs.in Lakhs)
Note
For the period ended March 31, 2013
INCOME
Other Income
9
15.40
Total Revenue
15.40
EXPENDITURE
Other expenses
10
48.08
Total expenses
48.08
(32.68)
Profit/ (Loss) Before Tax
Less: Tax Expenses
Current Tax
Deferred Tax
Profit/ (Loss) After Tax
Earnings Per Equity Share of Face value of Rs.2 each
Basic and Diluted – Equity
(1.45)
(34.13)
(0.30)
22
FUTURE LIFESTYLE FASHIONS LIMITED
(FORMERLY KNOWN AS FUTURE VALUE FASHION RETAIL LIMITED)
CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2013
Particulars
A.
Cash Flow from Operating Activities:
Net Profit before tax as per Statement of Profit and Loss
Adjusted for:
Interest income
Operating Cash Profit before Working Capital Changes
Adjusted for:
Increase/ (Decrease) in Trade Payable
(increase)/ Decrease in Current Assets
(increase)/ Decrease in Inventories
Sub-Total
Cash Generated from Operating Activities
Taxes paid (net)
Net Cash Flow From Operating Activities
B.
Cash Flow from Investment Activities:
Deposits
Inter Corporate Deposits
Interest Income
Net Cash Flow From Investment Activities
C.
Cash Flow from Financing Activities
Allotment of Shares
Net Cash Flow from Financing Activities
Net Increase/ (Decrease) in Cash and Cash Equivalents (A+B+C)
Closing Balance of Cash and Cash Equivalents
23
(Rs.in Lakhs)
As at March 31, 2013
(32.68)
(15.40)
(48.80)
0.63
(13.86)
(13.23)
(61.31)
(1.54)
(62.85)
(0.15)
(450.00)
15.40
(434.75)
514.63
514.63
17.03
17.03
COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION
Composite Scheme of Arrangement and Amalgamation (“Scheme”) between Indus League Clothing Limited
(“ILCL”) and Lee Cooper (India) Limited (“LEE”) and Future Ventures India Limited (“FVIL”) and Future
Retail Limited (“FRL”) and Future Lifestyle Fashions Limited (“FLFL”) and their respective shareholders and
creditors:
The salient features of the Scheme are as follows:
a) Demerger of the ILCL Demerged Undertaking into FVIL (‘Part B’ of the Scheme)
The Appointed Date in relation to the Part B of the Scheme is the 1st day of December, 2012 or such other date as
may be approved by the High Court of Judicature at Bombay or any other appropriate authority.
With effect from the Appointed Date and upon the Scheme becoming effective, the whole of the undertaking and
properties of the ILCL Demerged Undertaking of ILCL, shall pursuant to the provisions contained in Sections 391 to
394 and all other applicable provisions, if any, of the Act and without any further act, deed, matter or thing, stand
transferred to and vested in and / or be deemed to be transferred to and vested in FVIL.
Upon this Scheme coming into effect, in consideration of the transfer of the ILCL Demerged Undertaking by ILCL to
FVIL in terms of this Scheme, FVIL shall, without any further act or deed, issue and allot to equity Shareholders
whose name appears in the records of ILCL, other than FVIL (whether singly or jointly), on the Record Date,
2,17,32,971(Two Crore seventeen lacs thirty two thousand nine hundred and seventy one) equity share of Rs. 10/each, credited as fully paid in the capital of FVIL on a proportionate basis in the ratio of shares held by them in ILCL
(the “ILCL Share Entitlement Ratio”)
“Record Date” for the purposes of Part B of the Scheme is the Effective Date;
b) Amalgamation of LEE with FVIL (‘Part C’ of the Scheme)
The Appointed Date in relation to the of Part C of the Scheme is the 1st day of December, 2012 or such other date as
may be approved by the High Court of Judicature at Bombay or any other appropriate authority.
After transfer and vesting of the ILCL Demerged Undertaking into FVIL, with effect from the Appointed Date and
upon the Scheme becoming effective, the whole of the undertaking and properties of LEE, shall pursuant to the
provisions contained in Sections 391 to 394 and all other applicable provisions, if any, of the Act and without any
further act, deed, matter or thing, stand transferred to and vested in and / or be deemed to be transferred to and vested
in FVIL.
Since the entire share capital of LEE is held by ILCL and consequently, pursuant to Part B of the Scheme, the entire
share capital of LEE shall be held by FVIL, no shares or consideration shall be issued / payable pursuant to Part C of
the Scheme.
c) Demerger of PRIL Demerged Undertaking into FLFL (‘Part D’ of the Scheme)
The Appointed Date in relation to the Part D of the Scheme is the 1st day of January, 2013 or such other date as may
be approved by the High Court of Judicature at Bombay or any other appropriate authority.
With effect from the Appointed Date and upon the Scheme becoming effective, the whole of the undertaking and
properties of the PRIL Demerged Undertaking of FRL, shall pursuant to the provisions contained in Sections 391 to
394 and all other applicable provisions, if any, of the Act and without any further act, deed, matter or thing, stand
transferred to and vested in and / or be deemed to be transferred to and vested in FLFL.
Upon this Scheme coming into effect, in consideration of the transfer of the PRIL Demerged Undertaking by FRL to
FLFL in terms of this Scheme, FLFL shall, without any further act or deed, issue and allot to each Shareholders whose
name appears in the records of FRL or as beneficiary in the records of the depositories of FRL in respect of the shares
of FRL on the Record Date, 1 (One) equity share of Rs. 2/- each, credited as fully paid in the capital of FLFL, for
every 3 (Three) fully paid up PRIL Equity Shares/ PRIL DVRs held by them in FRL (the “PRIL Share Entitlement
Ratio”).
“Record Date” for the purposes of Part D of the Scheme, such date to be mutually fixed by the Board of Directors of
FLFL and FRL or any committee / person duly authorized by the respective Board of Directors, after the Effective
24
Date, to determine the members of FRL to whom equity shares of FLFL will be allotted pursuant to Part D of the
Scheme.
d) Demerger of FVIL Demerged Undertaking into FLFL (‘Part E’ of the Scheme)
The Appointed Date in relation to the Part E of this Scheme, the 1st day of January, 2013 or such other date as may be
approved by the High Court of Judicature at Bombay or any other appropriate authority.
After the transfer and vesting of the ILCL Demerged Undertaking and merger of LEE with FVIL and the transfer and
vesting of the PRIL Demerged Undertaking into FLFL, with effect from the Appointed Date and upon the Scheme
becoming effective, the whole of the undertaking and properties of the FVIL Demerged Undertaking of FVIL, shall
pursuant to the provisions contained in Sections 391 to 394 and all other applicable provisions, if any, of the Act and
without any further act, deed, matter or thing, stand transferred to and vested in and / or be deemed to be transferred to
and vested in FLFL.
Upon this Scheme coming into effect, in consideration of the transfer of the FVIL Demerged Undertaking by FVIL to
FLFL in terms of this Scheme, FLFL shall, without any further act or deed, issue and allot to each equity Shareholders
whose name appears in the records of FVIL or as beneficiary in the records of the depositories of FVIL in respect of
the shares of FVIL on the Record Date, 1 (One) equity share of Rs. 2/- each, credited as fully paid in the capital of
FLFL, for every 31 (Thirty One) fully paid up equity shares held by them in FVIL (the “FVIL Share Entitlement
Ratio”).
“Record Date” for the purposes of Part E of the Scheme, such date to be mutually fixed by the Board of Directors of
FLFL and FVIL or any committee / person duly authorized by the respective Board of Directors, after the Effective
Date, to determine the members of FVIL to whom equity shares of FLFL will be allotted pursuant to Part E of this
Scheme.
e) PRIL shall bear and pay all costs, charges, expenses, taxes including duties, levies in connection with Part
D of the Scheme & FVIL shall bear and pay all costs, charges, expenses, taxes including duties, levies in
connection with remaining parts of the Scheme
f) The Scheme is and shall be conditional upon and subject to:
i)
The Scheme being approved by the requisite majority in number and value of such classes of persons
including the respective members and/or creditors of ILCL, LEE, FLFL, PRIL and FVIL as may be
directed by the High Court.
ii)
The sanction of the High Court under Sections 391 to 394 of the said Act read with Section 78 and
Sections 100 to 103 of the Companies Act, 1956 in favour ILCL, LEE, FLFL, PRIL and FVIL under the
said provisions and to the necessary Order under Section 394 of the said Act being obtained;
iii) Certified or authenticated copy of the Order of the High Court sanctioning the Scheme being filed with
the Registrar of Companies, Maharashtra at Mumbai by ILCL, LEE, FLFL, PRIL and FVIL as may be
applicable.
Each Section of the Scheme shall be given effect to as per the chronology in which it has been provided for in the
Scheme. Each Section is independent of the other Section of the Scheme and is severable. The Scheme shall be
effective upon sanction of the High Court and the certified copy of its Order being filed with the concerned Registrar
of Companies. However, failure of any one part of one Section for lack of necessary approval from the shareholders /
creditors / statutory regulatory authorities or for any other reason that the Board of Directors may deem fit then this
shall not result in the whole Scheme failing. It shall be open to the concerned Board of Directors to consent to sever
such part(s) of the Scheme and implement the rest of the Scheme with such modification.
Subject to provisions of the Scheme and save as provided in the Scheme, there shall be no change in the shareholding
pattern or control in FLFL between the Record Date and the listing which may affect the status of approval of Stock
Exchanges.
g) “Effective Date” means the last of the date on which the conditions specified in (f) above of this Scheme
are fulfilled with respect to a particular Part of the Scheme.
25
Treatment for fractional shares

All fractional entitlements of Equity Shares of the Company against the shareholders of FRL / FVIL arising as per
the share entitlement ratio were consolidated and transferred to the Trustee and will be converted into Equity
Shares of the Company and allotted to the Trustee accordingly.

Dividend, if any, declared and payable on the above allotted shares shall be paid to Trustee for further distribution
to the shareholders who were entitled for the same.

Within a period of Six months from the date of listing, Trustee shall sell all the equity shares allotted to him as
given hereinabove in open market and transfer entire proceedings together with dividend, if any, to the eligible
shareholders.
Approval and Sanction of the Scheme
FRL obtained No-Objection to the Scheme pursuant to Clause 24(f) of the Listing Agreement entered with Stock
Exchanges from BSE and NSE vide their letters dated 27 December 2012 and 4 January 2013 respectively.
FVIL obtained No-Objection to the Scheme pursuant to Clause 24(f) of the Listing Agreement entered with Stock
Exchanges from BSE and NSE vide their letters dated December 27, 2012 and January 4, 2013 respectively.
The Hon’ble High Court of Judicature at Bombay had waived the requirement of holding meeting of shareholders of
ILCL, LEE and FLFL as they have given their no objection through individual letters.
The Hon’ble High Court of Judicature at Bombay, vide Order dated 10th day of May, 2013, has sanctioned the
Composite Scheme. Pursuant to the Scheme, the FRL Demerged Undertaking of FRL and FVIL Demerged
undertaking of FVIL have been vested with our Company with effect from January 1, 2013 (i.e. the Appointed Date
under the Composite Scheme of Arrangement and Amalgamation) under Sections 391 to 394 read with Sections
78 and 100 to 103 of the Companies Act, 1956.
Activities Post Sanction of the Scheme
The aforesaid order of the Hon’ble High Court of Judicature at Bombay was filed by our Company with the Registrar
of Companies (“ROC”), Maharashtra, Mumbai on May 29, 2013 which is the Effective Date of the Scheme.
As per the Composite Scheme, FRL and FVIL have transferred all assets, debts, liabilities, duties and obligations of
every kind of its FRL Demerged Undertaking and FVIL Demerged Undertaking to FLFL. Further, FLFL issued and
allotted equity shares to every member of FRL and FVIL, whose name appears in the register of members of FRL and
FVIL, on the record date, in the following share entitlement ratio:
1 (One) fully paid Equity Share of Rs.2 (Rupees Two only) each of FLFL issued and allotted for every 3 (Three)
Equity Shares of Rs.2 (Rupees Two) each held in FRL.
1 (One) fully paid Equity Share of Rs.2 (Rupees Two only) each of FLFL issued and allotted for every 3 (Three)
(Class B Series 1) shares of Rs.2 (Rupees Two only) each held in FRL and
1 (One) fully paid up Equity Share of Rs.2 (Rupees Two only) each of FLFL issued and allotted for every 31
(Thirty One) Equity shares of Rs.10 (Rupees Ten only) each held in FVIL.
Our Company has appointed Mr. Sanjay Dholakia, a practicing Company Secretary, through an agreement to act as a
trustee on behalf of such shareholders of FRL and FVIL who are eligible for fractional shares.
The New Shares allotted pursuant to the Composite Scheme shall be subject to the provisions of the Memorandum and
Articles of Association of FLFL and shall inter-se rank pari passu in all respects.
The Equity Shares of our Company allotted pursuant to the Composite Scheme, subject to applicable regulations, shall
be listed and admitted to trading on BSE and NSE. Such listing and admission for trading is not automatic and will be
subject to such other terms and conditions as may be prescribed by the Stock Exchanges at the time of application by
our Company for listing.
Our Company has made an application to SEBI through BSE vide its letter dated June 26, 2013 for relaxation from the
strict enforcement of the requirement of Rule 19(2)(b) of the Securities Contract Regulation (Rules), 1957 (SCRR) for
the purpose of listing the shares of FLFL. This application is being made in accordance with SEBI circular dated
September 3, 2009 read with circular dated February 4, 2013. Further, this Information Memorandum will be available
26
on the website of the BSE Limited, Mumbai and the National Stock Exchange of India Limited (NSE) and also on the
website of our Company, www.futurelifestyle.in.
FLFL will publish an advertisement in the newspapers containing details in accordance with the SEBI circular
SEBI/CFD/SCRR/01/2009/03/09 dated September 3, 2009 read with circular dated February 4, 2013. FLFL also
undertakes that all material information about itself shall be disclosed to stock exchanges on a continuous basis so as
to make the same available to public.
27
GENERAL INFORMATION
Future Lifestyle Fashions Limited (FLFL) (Formerly known as Future Value Fashion Retail Limited) was
incorporated on May 30, 2012 under the Companies Act, 1956 in the State of Maharashtra as a public limited
company and a special resolution was passed by the shareholders at an Extra Ordinary General Meeting held on
November 9, 2012 to change the name of our Company to “Future Lifestyle Fashions Limited”. Our Company
obtained new Certificate of Incorporation with new name on December 4, 2012.
Registered Office:
Knowledge House, Shyam Nagar
Off Jogeshwari -Vikhroli Link Road
Jogeshwari (East), Mumbai 400 060
Corporate Identity
Number of our Company
:
U52100MH2012PLC231654
Registrar of Companies
:
Registrar of Companies, Maharashtra,
Mumbai
Everest Building,100, Marine Drive,
Mumbai - 400 002
Company Secretary & Compliance Officer
:
Mr. Kuldeep Sharma
Knowledge House, Shyam Nagar
Off Jogeshwari -Vikhroli Link Road,
Jogeshwari (East), Mumbai 400 060
Tel.: +91 22 6119 9000
Fax: +91 22 6199 5019
Email id: investorrelations@futurelifestyle.in
Board of Directors
The composition of the Board of Directors is as follows:
Sl. No.
1
2
3
4
5
For further
Name of the Director
Mr. Kishore Biyani
Mr. Rakesh Biyani
Mr. Shailesh Haribhakti
Dr. Darlie Koshy
Mr. C P Toshniwal
details of the Board of Directors of our Co m p a n y ,
Designation
Managing Director
Non Executive Director
Independent Non Executive Director
Independent Non Executive Director
Non Executive Director
please see the section titled “Management”.
Authority for Listing
The Hon’ble High Court of Judicature at Bombay, vide order dated May 10, 2013 has approved the Composite
Scheme of Arrangement and Amalgamation for transfer of FRL Demerged Undertaking and FVIL Demerged
Undertaking into FLFL. For more details relating to the Composite Scheme please refer to the Section titled "Object
and Rationale of the Scheme". In accordance with the Composite Scheme, entire FRL Demerged Undertaking of FRL
and FVIL Demerged Undertaking of FVIL were transferred to and vested with FLFL, with effect from the appointed
date viz. January 1, 2013 pursuant to Section 391 to 394 of the Companies Act, 1956. In accordance with the said
Scheme, the Equity shares of our Company to be issued pursuant to the Composite Scheme shall be listed and
admitted to trading on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). Such listing and
admission for trading is not automatic and will be subject to fulfillment of listing criteria by our Company as
permitted by BSE and NSE for such issues and also subject to such other terms and conditions as may be prescribed
by BSE and NSE at the time of the application for listing by our Company. Our Company has received in-principle
approvals from BSE and NSE in relation to listing of equity shares issued pursuant to the Composite Scheme vide
their letters dated July 29, 2013 and August 7, 2013 respectively.
28
Eligibility Criterion
There being no initial public offering or rights issue of securities, the eligibility criteria in terms of Chapter III of SEBI
(ICDR) Regulations, 2009 are not applicable. SEBI has vide its circular SEBI/CFD/SCRR/01/2009/03/09 dated
September 3, 2009 (the “SEBI Circular”), has subject to certain conditions permitted unlisted issuer companies to
make an application for relaxing from the strict enforcement of Rule 19 (2) (b) of SCRR, as amended. Our Company
has submitted the Information Memorandum, containing information to BSE and NSE and making such information
available to public through their websites viz. www.bseindia.com, www.nseindia.com. Our Company has made the
said Information Memorandum available on its website viz www.futurelifestyle.in our Company will publish an
advertisement in the newspapers containing details in accordance with SEBI circular. The advertisement shall contain
specific reference to the availability of this Information Memorandum on the website of our Company.
Prohibition by SEBI
Our Company, Directors, Promoters, other Companies promoted by our Promoters and companies with which our
Company’s directors are associated as directors have not been prohibited from accessing the capital markets under any
order or direction passed by SEBI.
General Disclaimer from our Company
Our Company accepts no responsibility for statement made otherwise than in the Information Memorandum or in the
advertisements to be published in terms of SEBI Circular SEBI/CFD/SCRR/01/2009/03/09 dated September 3, 2009
or any other material issued by or at the instance of our Company and anyone placing reliance on any other source of
information would be doing so at his or her own risk. All information shall be made available by our Company to the
public and investors at large and no selective or additional information would be available for a section of the
investors in any manner.
Bankers to our Company
Bank of India
Mumbai Large Corpoate Branch,
Oriental Building, Ground Floor, 864, D N Road,
Fort, Mumbai 400 001,
Tel: (022) 22884473/ 4476
Fax: (022) 22884475/ 4474
E-mail: mumbai.Lcbb@bankofindia.co.in
Contact Person: Mr. V. A. Gondhalekar (General Manager)
Statutory Auditors
NGS & Co. LLP
B/46, 3rd Floor, Pravasi Industrial Estate,
Vishweshwar Nagar Road, Goregaon (E),
Mumbai 400063
Tel: (022) 4217 3337 Fax: (022) 2876 0882
E-mail: ganesh@ngsco.in
Contact Person: Mr. Ganesh Toshniwal
Registrar & Share transfer Agent:
Link Intime India Pvt. Ltd.
C-13, Pannalal Silk Mills Compound
L. B. S. Marg, Bhandup (West),
Mumbai 400 078
Tel: (022) 2596 3838
Fax: (022) 2594 6969
E-mail: rnt.helpdesk@linkintime.co.in
Contact Person: Mr. Ranjeet Mhadam
29
CAPITAL STRUCTURE
Post issue and allotment of equity shares pursuant to the Composite Scheme, the share capital of our Company as at
the date of this Information Memorandum is set forth below:
Aggregate Value at
Face Value
(in Rs.)
Authorised Share Capital (Pre and Post Composite Scheme)
25,00,00,000 Equity Shares of Rs.2/- each
Issued, Subscribed and Paid-up Share Capital pre-Composite Scheme
2,57,31,399 Equity Shares of Rs.2/- each
Number of Equity Shares issued as per Composite Scheme of Arrangement and
Amalgamation approved by the High Court of Judicature at Bombay
12,87,41,832 Equity Shares of Rs.2/- each
Issued, Subscribed and Paid-up Share Capital post implementation of the Composite
Scheme
15,44,73,231 Equity Shares of Rs.2/- each
50,00,00,000
5,14,62,798
25,74,83,664
30,89,46,462
Securities Premium Account
Before the Composite Scheme
After the Composite Scheme
Nil
Nil
NOTES FORMING PART OF CAPITAL STRUCTURE:
1.
The Authorized Share Capital of our Company at the time of Incorporation was Rs.5,00,000/ - (Rupees Five
Lakh) divided into 50,000 Equity Shares of Rs.10/- each. Subsequently, the Authorized Share Capital of our
Company was increased to Rs.50,00,00,000/- (Rupees Fifty Crore) divided into 5,00,00,000(Five Crore)
Equity Shares of Rs.10/- each vide an Ordinary Resolution passed by shareholders of our Company at an
Extra Ordinary General Meeting held on November 8, 2012 and the Authorised Share Capital of our
Company of Rs.50,00,00,000/- (Rupees Fifty Crores) comprising of 5,00,00,000 (Five Crores) Equity Shares
of the face value of Rs.10/- each, were sub-divided into 25,00,00,000 (Twenty Five Crores) Equity Shares of
the Face value of Rs.2/- each vide an Ordinary Resolution passed by shareholders of our Company at an
Extra Ordinary General Meeting held on November 9, 2012
2.
Equity Share Capital History
Sr. Date of
No. Allotment
1 Subscribers to
Memorandum
2 November 12, 2012
3 June 25, 2013
Date When Fully
Paid Up
At the time of
incorporation
November 12, 2012
June 25, 2013
Consideration
(Cash, Bonus,
Kind, Etc.)
Cash
No. of
Equity
Shares
Cumulative
No. of
Face
Equity
Value
Shares
(Rs.)
Issue
Price
(Rs.)
50,000
50,000
10
10
25,481,399
25,731,399
2
2
Other than cash
(Pursuant to the 12,87,41,832 154,473,231
Scheme)
2
2
Cash
Note: Equity share of Rs.10 each was sub-divided into 5 equity shares of Rs.2 each w.e.f. November 9, 2012.
3.
The details of the Scheme and share entitlement ratio are given under the heading “Composite Scheme of
Arrangement and Amalgamation”.
4.
As per clause 8(i) of the Scheme, our Board of Directors has passed necessary resolution to allot
12,87,41,832 equity shares of Rs.2 each to the eligible members of FRL and FVIL on June 25, 2013.
30
5.
Our Company presently does not intend or propose to alter the capital structure for a period of six months from
the date of this Information Memorandum, by way of split or consolidation of the denomination of Equity Shares
or issue of Equity Shares (including any issue of securities convertible into or exchangeable, directly or
indirectly, for Equity Shares) on a preferential basis or issue of bonus or rights or further public issue of Equity
Shares or qualified institutions placement otherwise. However, if our Company enters into acquisitions, joint
ventures or other arrangements, we may, subject to necessary approvals, consider raising additional capital to
fund such activity or use Equity Shares as currency for acquisition or participation in such joint ventures.
6.
Equity Share capital build-up of Promoters in our Company
A. Future Retail Limited
Sr.
No.
1
Date When
Date of
Fully Paid
Allotment
Up
Subscribers to On
Memorandum incorporation
2
November 12, November
2012
12, 2012
3
June 25,
2013
June 25,
2013
% of
Face Issue Pre- % of PostValue Price Merger Merger Lock - in
(Rs.) (Rs.) Capital Capital Period
10
10
100%
0.16%
Till
October
15, 2016
Cash
2,54,81,399 2
2
100%
16.50%
Till
October
15, 2016
Allotment
48,38,709
2
2
3.13%
Refer
pursuant to the
Note 2
Scheme
below
Consideration
(Cash, Bonus,
Kind, Etc.)
Cash
No. of
Equity
Shares
50,000
Note:
1. Equity share of Rs.10 each was sub-divided into 5 equity shares of Rs.2 each w.e.f. November 9, 2012.
2. There is a lock-in of FRL’s shareholding in FVIL till May 5, 2014; by virtue of which the shares allotted to
FRL pursuant to the Scheme, will also continue to remain under lock-in till May 5, 2014.
3. None of the Equity Shares held by Future Retail Limited is pledged.
B. Future Corporate Resources Limited
Date
% of
% of
When
Consideration
No. of
Face Issue PrePostSr. Date of
Fully Paid (Cash, Bonus,
Equity
Value Price Merger Merger Lock - in
No. Allotment Up
Kind, Etc.)
Shares
(Rs.) (Rs.) Capital Capital Period
1 June 25,
On
Allotment
2,79,26,537
2
2
18.08 Refer Note
2013
allotment pursuant to the
2 below
Scheme
Note:
1. Equity share of Rs.10 each was sub-divided into 5 equity shares of Rs.2 each w.e.f. November 9, 2012.
2. Pursuant to the SEBI Circular dated September 3, 2009, there is a lock-in of FCRL’s shareholding of
51,63,248 equity shares in our Company till October 15, 2016.
3. Out of 2,79,26,537 equity shares held by FCRL, 1,70,09,556 equity shares representing 11.01% of
the total paid up share capital of our Company are pledged pursuant to pledged shares held by FCRL in
FRL and FVIL.
31
7.
Details of shareholding of Promoters and Promoter Group as on the date of this Information
Memorandum is as under:
Sl. No.
Name of the Shareholder
No. of Shares
% Shareholding
Promoters
1
Future Retail Limited
30,570,108
19.79%
2
Future Corporate Resources Ltd.
27,926,537
18.08%
58,496,645
37.87%
323,918
0.21%
Sub-total
8.
1
Promoter Group
Manz Retail Private Limited
2
PIL Industries Limited
92,19,220
5.97%
3
Central Departmental Stores Pvt. Ltd.
3,091,570
2.00%
4
Gargi Developers Pvt. Ltd
5,058,816
3.27%
5
Future Capital Investment Pvt. Ltd.
28,22,097
1.83%
6
Akar Estate and Finance Pvt. Ltd,
333
0.00%
7
Kishore Biyani
333
0.00%
8
Gopikishan Biyani
333
0.00%
9
Laxminarayan Biyani
333
0.00%
10
Vijay Biyani
333
0.00%
11
Sunil Biyani
333
0.00%
12
Anil Biyani
333
0.00%
13
Rakesh Biyani
333
0.00%
14
Ashni Biyani
2,516
0.00%
15
Vivek Biyani
333
0.00%
16
Ryka Commercial Ventures Private Limited
14,22,099
0.92%
17
Avni Biyani
2,284
0.00%
Sub-total
2,19,45,517
14.21%
Total
8,04,42,162
52.08%
Details of shareholding of directors of our Promoters as on the date of this Information Memorandum
is as under:
Sl. No.
1
2
3
4
5
6
7
8
9
10
Name of the Shareholder
Mr. Shailesh Haribhakti
Mr. Kishore Biyani
Mr. Rakesh Biyani
Mr. Vijay Biyani
Mr. Gopikishan Biyani
Mr. Anil Harish
Mr. Anil Biyani
Mr. Vivek Biyani
Mr. C P Toshniwal
Ms Ashni Biyani
No. of Shares
18,196
333
333
333
333
3,666
333
333
10,332
2,516
9.
% Shareholding
0.01%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.01%
0.00%
Our Promoters, Promoter Group, directors of our Promoters, our directors and their immediate relatives have
not purchased or sold or financed, directly or indirectly, purchase of equity shares of our Company within
six months immediately preceding the date of this Information Memorandum.
10. Our Company, our directors or Promoters have not entered into any buy-back, standby or similar
arrangements to purchase equity shares of our Company from any person.
32
11. Equity Shares being issued in the Scheme are fully paid up at the time of allotment.
12. Shareholding Pattern of our Company before and after the Scheme (as on date of this Information
Memorandum):
Category
code
Category of Shareholder
(A)
1
Shareholding prior
to the Scheme
Shareholding
Post Scheme
No. of Equity
Shares
%
No. of Equity
Shares
%
Shareholding of Promoter and Promoter
Group
Indian
(a)
Individuals/ Hindu Undivided Family
-
-
7,464
0.01
(b)
Central Government/ State Government(s)
-
-
-
-
(c)
Bodies Corporate
2,57,31,399
100
8,04,34,698
52.07
(d)
Financial Institutions/ Banks
-
-
-
-
(e)
Any Others(Specify)
-
-
-
-
Partnership Firms
-
-
-
-
Sub Total(A)(1)
2,57,31,399
100
8,04,42,162
52.08
-
-
-
-
-
-
-
-
2,57,31,399
100
8,04,42,162
52.08
-
-
22,65,670
1.45
(e-i)
2
A
B
C
D
Foreign
Individuals (Non-Residents Individuals/Foreign
Individuals)
Bodies Corporate
Institutions
Any Others(Specify)
Sub Total(A)(2)
(B)
1
(a)
Total Shareholding of Promoter and
Promoter Group (A) = (A)(1)+ (A)(2)
Public shareholding
Institutions
Mutual Funds/ UTI
/
(b)
Financial Institutions Banks
-
-
6,43,751
0.42
(c)
Central Government/ State Government(s)
-
-
-
-
(d)
Venture Capital Funds
-
-
-
-
(e)
Insurance Companies
-
-
23,86,349
1.54
(f)
Foreign Institutional Investors
-
-
2,86,49,287
18.55
(g)
(h)
Foreign Venture Capital Investors
Any Other (specify)
-
-
-
-
Sub-Total (B)(1)
-
-
3,39,45,057
21.98
-
-
2,36,98,701
15.34
-
-
80,47,327
5.21
-
-
40,49,621
2.62
-
-
-
-
B2
Non-institutions
(a)
Bodies Corporate
(b)
Individuals:
(c)
i. Individual shareholders holding nominal
share capital up to Rs 1 lakh
ii. Individual shareholders holding nominal
share capital in excess of Rs. 1 lakh.
Any Other (specify)
33
(c-i)
(c-ii)
Clearing Member
Non Resident Indians
-
-
14,31,150
1,34,258
0.93
0.09
(c-iii)
NRN
-
-
(c-iv)
Trust
-
-
27,24,955
1.76
Sub-Total (B)(2)
-
-
4,00,86,012
25.95
(B)
Total Public Shareholding (B)= (B)(1)+(B)(2)
-
-
TOTAL (A)+(B)
Shares held by Custodians and against which
Depository Receipts have been issued
2,57,31,399
-
100
-
15,44,73,231
-
100.00
-
(C)
GRAND TOTAL (A)+(B)+(C)
2,57,31,399
100
15,44,73,231
100.00
13. Top ten shareholders of our Company as on the date of this Information Memorandum as also Ten days prior
to the date of Infomration Memorandum are as under:
Sl. No.
1
2
3
4
5
6
7
8
9
10
Name of the shareholder
Future Retail Limited
Future Corporate Resources Limited
ARISAIG PARTNERS (ASIA) PTE LTD. A/C
ARI
PIL Industrties Limited
Bennett, Coleman and Company Limited
Gargi Developers Pvt. Ltd
BNP Paribas Arbitrage
Central Departmental Stores Pvt. Ltd.
MKCP Institutional Investor (Mauritius)
Future Capital Investment Pvt. Ltd.
Total
No. of Shares
3,05,70,078
2,79,26,537
1,16,16,984
% Shareholding
19.79%
18.08%
7.52%
92,19,220
81,12,748
50,58,816
45,40,424
30,91,570
30,72,075
28,22,097
10,60,30,549
5.97%
5.25%
3.27%
2.94%
2.00%
1.99%
1.83%
68.64%
14. Top ten shareholders of our Company as on the date of incorporation were as under:
Sl. No.
1
2
3
4
5
6
7
Name of the shareholder
No. of Shares*
% Shareholding
49,994
99.99%
Sanjay R Rathi
1
Negligible
Kuldeep R Sharma
1
Negligible
Anant Gude
1
Negligible
Virendra Samani
1
Negligible
Milind Budhakar
1
Negligible
Subodh More
1
Negligible
Total
50,000
100.00
* Equity share of Rs.10 each was sub-divided into 5 equity shares of Rs.2 each w.e.f. November 9, 2012.
Future Value Retail Limited
15. As on the date of this Information Memorandum, there are no outstanding warrants, options or rights to
convert debentures, loans or other instruments into equity shares of our Company.
16. There shall be only one denomination for the equity shares of our Company, subject to applicable
regulations and our Company shall comply with such disclosure and accounting norms specified by SEBI,
from time to time.
34
17. EMPLOYEES STOCK OPTION SCHEMES
The Board of Directors of the Company has approved an Employee Stock Option Scheme, subject to approval of
the members of the Company. The Scheme is being introduced to ensure compliance with the provisions
contained in the Composite Scheme of Arrangement and Amalgamation, wherein it has been provided, that
employees of respective companies, who had been granted stock options and transferred pursuant to the Scheme,
would be granted option in our Company, ensuring protection of the option value as well as the period of
exercise of various granted options. Details of employees and options granted to them in their respective
companies are given hereunder.
Stock Option Scheme of
companies from where
business demerged and
vested with the Company
No. of
Employees to
whom Options
were granted
Date of grant of
Options
No. of
Option
granted
Exercise
price of
granted
options
FVIL Employees Stock
Option Scheme
(Post IPO – I)
1
14 February 2012
750000
10
30%, 30% & 40%
at the expiry of
each anniversary
from the date of
grants
FVIL Employees Stock
Option Scheme (Post IPO –
II)
1
9 November 2012
750000
10
30%, 30% & 40%
at the expiry of
each anniversary
from the date of
grants
FRL ESOS 2012
11
9 November 2012
77036
20
31 March 2014
Vesting Schedule
Note: As on date, no options have been granted by the Company to the concerned employees.
18. Our Company has 74,573 members as on the date of this Information Memorandum.
35
OBJECTS AND RATIONALE OF THE SCHEME
The Composite Scheme was for inter alia, demerger of the PRIL Demerged Undertaking of FRL and FVIL Demerged
Undertaking of FVIL ( Comprising the fashion business carried on by the respective entities) to the Company thereby
unlocking the shareholders value and at the same time to enable growth of these companies as separate businesses.
Rationale of the Scheme
The transfer and vesting of the fashion business of FRL and FVIL pursuant to this Scheme is with a view to adopting
the best management practices, establishing highest operational standards and also to unlock the economic value of the
fashion business.
The management of the Group believes that the fashion business has tremendous growth and profitability potential
and is at a stage where it requires focused leadership and dedicated management attention.
The re-organization exercise would inter alia achieve the following synergies:

Unlocking of value

Transparent business structure;

Attribution of appropriate risk and valuation to the fashion business based on its risk-return profile and cash flows;

More focused leadership and dedicated management;

Greater visibility on the performance of fashion business; and

Facilitate investments by strategic players.
Rationale for issue of shares pursuant to the Scheme
As per the Composite Scheme, FRL and FVIL have transferred all assets, debts, liabilities, duties and obligations of
every kind, of its FRL Demerged Undertaking and FVIL Demerged Undertaking, respectively, to the Company. Thus,
as consideration, the shareholders of FRL and FVIL would be allotted shares in the Company in the ratio as mentioned
below.
1 (One) fully paid Equity Share of Rs.2 (Rupees Two only) each of FLFL issued and allotted for every 3 (Three)
Equity Shares of Rs.2 (Rupees Two) each held in FRL.
1 (One) fully paid Equity Share of Rs.2 (Rupees Two only) each of FLFL issued and allotted for every 3 (Three)
(Class B Series 1) shares of Rs.2 (Rupees Two only) each held in FRL and
1 (One) fully paid up Equity Share of Rs.2 (Rupees Two only) each of FLFL issued and allotted for every 31
(Thirty One) Equity shares of Rs.10 (Rupees Ten only) each held in FVIL.
36
STATEMENT OF POSSIBLE TAX BENEFITS
June 1, 2013
The Board of Directors,
Future Lifestyle Fashions Limited
Mumbai – 400 060
Sub.:
Tax benefits
We refer to the proposed listing of the shares of Future Lifestyle Fashions Limited, (“the Company”). We enclose
herewith the statement showing the current position of tax benefits available to the Company and to its shareholders as
per the provisions of the Income-tax Act, 1961 and the Wealth-tax Act, 1957 for inclusion in the Information
Memorandum for the proposed listing of shares of the Company.
The current position of tax benefits available to the Company and to its shareholders is provided for general
information purposes only. In view of the individual nature of tax benefits, each investor is advised to consult his own
tax consultant with respect to the specific tax implications.
Unless otherwise specified, sections referred to below are sections of the Income-tax Act, 1961 (“the Act”). All the
provisions set out below are subject to conditions specified in the respective sections. The tax benefits mentioned
below are restricted to the provisions of the Income Tax Act, 1961 and Wealth Tax Act, 1957 presently in force and
no discussion is made from the perspective of Direct Tax Code which is yet to be implemented.
We hereby give our consent to include enclosed statement regarding the tax benefits available to the Company and to
its shareholders in the Information Memorandum for the proposed listing of equity shares which the company intends
to submit to the Stock Exchanges.
LIMITATIONS
Our views expressed in the statement enclosed are based on the facts and assumptions indicated above. No assurance
is given that the revenue authorities / courts will concur with the views expressed herein. Our views are based on the
existing provisions of law and its interpretation, which are subject to change from time to time. We do not assume
responsibility to update the views consequent to such changes. The views are exclusively for the use of Future
Lifestyle Fashions Limited and shall not, without our prior written consent, be disclosed to any other person.
Yours faithfully,
For NGS & Co. LLP
Ganesh Toshniwal
Partner
M. No. 046669
37
ANNEXURE TO THE STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO FUTURE
LIFESTYLE FASHIONS LIMITED AND ITS SHAREHOLDERS
Outlined below are the possible benefits available to the Company and its shareholders under the current direct tax
laws in India for the Financial Year 2013-2014.
A. Special Tax benefits available to the Company
No special tax benefit is available to the Company.
B. Benefits to the Company under the Act
1. General tax benefits
(a) Business income
The Company is entitled to claim depreciation on specified tangible and intangible assets owned by it and used
for the purpose of its business as per provisions of Section 32 of the Act. Business losses, if any, for an
assessment year can be carried forward and set off against business profits for 8 subsequent years. Unabsorbed
depreciation, if any, for an assessment year can be carried forward and set off against any source of income in
subsequent years as per provisions of Section 32 of the Act.
(b) MAT credit

As per provisions of Section 115JAA of the Act, the Company is eligible to claim credit for Minimum
Alternate Tax (‘MAT’) paid for any assessment year commencing on or after April 1, 2006 against
normal income-tax payable in subsequent assessment years.

MAT credit shall be allowed to be carried forward for any assessment year to the extent of difference
between the tax paid under Section 115JB and the tax payable as per the normal provisions of the Act for
that assessment year. Such MAT credit is available for set-off up to 10 years succeeding the assessment
year in which the MAT credit arises.
(c) Capital gains
I.
Computation of capital gains

Capital assets are to be categorized into short - term capital assets and long – term capital assets based
on the period of holding. All capital assets, being shares held in a company or any other security listed
in a recognized stock exchange in India or unit of the Unit Trust of India or a unit of a mutual fund
specified under section 10(23D) of the Act or a zero coupon bond, held by an assessee for more than
twelve months are considered to be long – term capital assets, capital gains arising from the transfer
of which are termed as long – term capital gains (‘LTCG’). In respect of any other capital assets, the
holding period should exceed thirty – six months to be considered as long – term capital assets.

Short Term Capital Gains (‘STCG’) means capital gains arising from the transfer of capital asset
being a share held in a company or any other security listed in a recognized stock exchange in India or
unit of the Unit Trust of India or a unit of a mutual fund specified under clause (23D) of Section 10 or
a zero coupon bonds, held by an assessee for 12 months or less.

In respect of any other capital assets, STCG means capital gains arising from the transfer of an asset,
held by an assessee for 36 months or less.

LTCG arising on transfer of equity shares of a company or units of an equity oriented fund (as defined
which has been set up under a scheme of a mutual fund specified under Section 10(23D) is exempt
from tax as per provisions of Section 10(38) of the Act, provided the transaction is chargeable to
securities transaction tax (STT) and subject to conditions specified in that section.

Income by way of LTCG exempt under Section 10(38) of the Act is to be taken into account while
determining book profits in accordance with provisions of Section 115JB of the Act.

As per provisions of Section 48 of the Act, LTCG arising on transfer of capital assets, other than
bonds and debentures (excluding capital indexed bonds issued by the Government) and depreciable
assets, is computed by deducting the indexed cost of acquisition and indexed cost of improvement
from the full value of consideration.

As per provisions of Section 112 of the Act, LTCG not exempt under Section 10(38) of the Act are
subject to tax at the rate of 20% with indexation benefits. However, if such tax payable on transfer of
38
listed securities or units or zero coupon bonds exceed 10% of the LTCG (without indexation benefit),
the excess tax shall be ignored for the purpose of computing the tax payable by the assessee.

As per provisions of Section 111A of the Act, STCG arising on sale of equity shares or units of equity
oriented mutual fund (as defined which has been set up under a scheme of a mutual fund specified
under Section 10(23D)), are subject to tax at the rate of 15% provided the transaction is chargeable to
STT. No deduction under Chapter VIA is allowed from such income.

STCG arising on sale of equity shares or units of equity oriented mutual fund (as defined which has
been set up under a scheme of a mutual fund specified under Section 10(23D)), where such
transaction is not chargeable to STT is taxable at the rate of 30%.

The tax rates mentioned above stands increased by surcharge, payable at the rate of 5% where the
taxable income of a domestic company exceeds Rs 10,000,000. Surcharge shall be payable at the rate
of 10% where the taxable income of a domestic company exceeds Rs.100,000,000. Further, education
cess and secondary and higher education cess on the total income at the rate of 2% and 1%
respectively is payable by all categories of taxpayers.

As per Section 50 of the Act, where a capital asset is forming part of a block of assets in respect of
which depreciation has been allowed under the Act, capital gains shall be computed in the following
manner:

where full value of consideration on account of transfer of any asset forming part of block of
asset, as reduced by expenditure incurred wholly or exclusively in connection with transfer,
exceeds the written down value of block of assets and actual cost of assets acquired during the
year, such excess shall be deemed to be short term capital gains and taxed accordingly.

where any block of assets ceases to exist, for the reason that all the assets in that block are
transferred, the difference between the consideration arising on result of transfer and the written
down value of block of assets and the actual cost of assets acquired during the year, shall be
deemed to be short term capital gains/ (losses) and taxed accordingly.

As per provisions of Section 71 read with Section 74 of the Act, short term capital loss arising during
a year is allowed to be set-off against short term as well as long term capital gains. Balance loss, if
any, shall be carried forward and set-off against any capital gains arising during subsequent 8
assessment years.

As per provisions of Section 71 read with Section 74 of the Act, long term capital loss arising during a
year is allowed to be set-off only against long term capital gains. Balance loss, if any, shall be carried
forward and set-off against long term capital gains arising during subsequent 8 assessment years.
Exemption of capital gains from income – tax
II.

Under Section 54EC of the Act, capital gain arising from transfer of long term capital assets [other
than those exempt u/s 10(38)] shall be exempt from tax, subject to the conditions and to the extent
specified 117 therein, if the capital gain are invested within a period of six months from the date of
transfer in the bonds redeemable after three years and issued by –:

National Highway Authority of India (NHAI) constituted under Section 3 of National Highway
Authority of India Act, 1988; and

Rural Electrification Corporation Limited (REC), a company formed and registered under the
Companies Act, 1956.

Where a part of the capital gains is reinvested, the exemption is available on a proportionate basis.
The maximum investment in the specified long term asset cannot exceed Rs 5,000,000 per assessee
during any financial year.

Where the new bonds are transferred or converted into money within three years from the date of their
acquisition, the amount so exempted shall be taxable as capital gains in the year of transfer /
conversion.

The characterization of the gain / losses, arising from sale / transfer of shares/ units as business
income or capital gains would depend on the nature of holding and various other factors.
(d) Securities Transaction Tax (‘STT’)
39

As per provisions of Section 36(1)(xv) of the Act, STT paid in respect of the taxable securities
transactions entered into in the course of the business is allowed as a deduction if the income arising
from such taxable securities transactions is included in the income computed under the head ‘Profit
and gains of business or profession’. Where such deduction is claimed, no further deduction in respect
of the said amount is allowed while determining the income chargeable to tax as capital gains.
(e) Dividends

As per provisions of Section 10(34) read with Section 115-O of the Act, dividend (both interim and
final), if any, received by the Company on its investments in shares of another Domestic Company is
exempt from tax. The Domestic Company distributing dividends will be liable to pay dividend
distribution tax at the rate of 15% (plus a surcharge of 10% on the dividend distribution tax and
education cess and secondary and higher education cess of 2% and 1% respectively on the amount of
dividend distribution tax and surcharge thereon) on the total amount distributed as dividend.

Further, if the company being a holding company, has received any dividend from its subsidiary on
which dividend distribution tax has been paid by such subsidiary, then company will not be required
to pay dividend distribution tax to the extent the same has been paid by such subsidiary company.

As per provisions of Section 10(35) of the Act, income received in respect of units of a mutual fund
specified under Section 10(23D) of the Act (other than income arising from transfer of such units) is
exempt from tax.

As per the provisions of Section 115BBD of the Act, dividend received by Indian company from a
specified foreign company (in which it has shareholding of 26% or more) would be taxable at the
concessional rate of 15% on gross basis (excluding surcharge and education cess) upto March 31,
2014..

With effect from 1 June 2013, while computing the amount of dividend distribution tax payable by a
Domestic Company, the dividend received from a foreign subsidiary on which income-tax has been
paid by the Domestic Company under Section 115BBD of the Act shall be reduced.
(f) Buy-back of shares

As per Section 115QA of the Act, an Indian unlisted company will have to pay 20% tax on
‘distributed income’ on buy-back of shares. Distributed income has been defined to mean
consideration paid by the Indian unlisted company for purchase of its own shares as reduced by the
amount which was received by the Indian unlisted company at the time of issue of such shares. The
said provision shall come into effect from 1 June 2013.
(g) Other Provisions

As per provisions of Section 80G of the Act, the Company is entitled to claim deduction of a specified
amount in respect of eligible donations, subject to the fulfillment of the conditions specified in that
section.

As per provisions of Section 14A of the Act, expenditure incurred to earn an exempt income is not
allowed as deduction while determining taxable income.
C. Benefits to the Resident members / shareholders of the Company under the Act
(a) Dividends exempt under section 10(34) of the Act

As per provisions of Section 10(34) of the Act, dividend (both interim and final), if any, received by
the resident members / shareholders from a Domestic Company is exempt from tax. The Domestic
Company will be liable to pay dividend distribution tax at the rate of 15% plus a surcharge of 10% on
the dividend distribution tax and education cess and secondary and higher education cess of 2% and
1% respectively on the amount of dividend distribution tax and surcharge thereon on the total amount
distributed as dividend.
(b) Capital gains
I.
Computation of capital gains

Capital assets are to be categorized into short - term capital assets and long – term capital assets based
on the period of holding. All capital assets, being shares held in a company or any other security listed
in a recognized stock exchange in India or unit of the Unit Trust of India or a unit of a mutual fund
specified under section 10(23D) of the Act or a zero coupon bond, held by an assessee for more than
40
twelve months are considered to be long – term capital assets, capital gains arising from the transfer
of which are termed as LTCG. In respect of any other capital assets, the holding period should exceed
thirty – six months to be considered as long – term capital assets.
II.

STCG means capital gains arising from the transfer of capital asset being a share held in a company or
any other security listed in a recognized stock exchange in India or unit of the Unit Trust of India or a
unit of a mutual fund specified under clause (23D) of Section 10 or a zero coupon bonds, held by an
assessee for 12 months or less.

In respect of any other capital assets, STCG means capital gain arising from the transfer of an asset,
held by an assessee for 36 months or less.

LTCG arising on transfer of equity shares of a company or units of an equity oriented fund (as defined
which has been set up under a scheme of a mutual fund specified under Section 10(23D)) is exempt
from tax as per provisions of Section 10(38) of the Act, provided the transaction is chargeable to STT
and subject to conditions specified in that section.

The Finance Act 2012 has amended the chapter of Securities Transaction Tax [Chapter VII of Finance
Act (No 2) of 2004]. As per the amendment, sale of unlisted equity shares under an offer for sale to
the public which are included in an initial public offer and where such shares are subsequently listed
on a recognized stock exchange, the same would be covered within the ambit of taxable securities
transaction under the said Chapter. Accordingly, STT is leviable on sale of shares under an offer for
sale to the public in an initial public offer and the LTCG arising on transfer of such shares would be
exempt from tax as per provisions of Section 10(38) of the Act.

As per provisions of Section 48 of the Act, LTCG arising on transfer of capital assets, other than
bonds and debentures (excluding capital indexed bonds issued by the Government) and depreciable
assets, is computed by deducting the indexed cost of acquisition and indexed cost of improvement
from the full value of consideration.

As per provisions of Section 112 of the Act, LTCG not exempt under Section 10(38) of the Act are
subject to tax at the rate of 20% with indexation benefits. However, if such tax payable on transfer of
listed securities or units or zero coupon bonds exceed 10% of the LTCG (without indexation benefit),
the excess tax shall be ignored for the purpose of computing the tax payable by the assessee.

As per provisions of Section 111A of the Act, STCG arising on sale of equity shares or units of equity
oriented mutual fund (as defined which has been set up under a scheme of a mutual fund specified
under Section 10(23D)), are subject to tax at the rate of 15% provided the transaction is chargeable to
STT. No deduction under Chapter VIA is allowed from such income.

STCG arising on sale of equity shares or units of equity oriented mutual fund (as defined which has
been set up under a scheme of a mutual fund specified under Section 10(23D)), where such
transaction is not chargeable to STT is taxable at the rate of 30% in case of domestic company and at

In the case of domestic companies, the tax rates mentioned above stands increased by surcharge,
payable at the rate of 5% where the taxable income of a domestic company exceeds Rs
10,000,000.The tax rates mentioned above stands increased by surcharge, payable at the rate of 10%
where the taxable income of a domestic company exceeds Rs 100,000,000. Further, education cess
and secondary and higher education cess on the total income at the rate of 2% and 1% respectively is
payable.

Surcharge shall be payable at the rate of 10% where the taxable income of a taxpayer other than a
domestic company exceeds Rs 10,000,000. Further, education cess and secondary and higher
education cess on the total income at the rate of 2% and 1% respectively is payable.

As per provisions of Section 71 read with Section 74 of the Act, short term capital loss arising during
a year is allowed to be set-off against short term as well as long term capital gains. Balance loss, if
any, shall be carried forward and set-off against any capital gains arising during subsequent 8
assessment years.

As per provisions of Section 71 read with Section 74 of the Act, long term capital loss arising during a
year is allowed to be set-off only against long term capital gains. Balance loss, if any, shall be carried
forward and set-off against long term capital gains arising during subsequent 8 assessment years.
Exemption of capital gains arising from income – tax
41

As per Section 54EC of the Act, capital gains arising from the transfer of a long term capital asset are
exempt from capital gains tax if such capital gains are invested within a period of 6 months after the
date of such transfer in specified bonds issued by NHAI and REC and subject to the conditions
specified therein:

Where a part of the capital gains is reinvested, the exemption is available on a proportionate basis.
The maximum investment in the specified long term asset cannot exceed Rs 5,000,000 per assessee
during any financial year.

Where the new bonds are transferred or converted into money within three years from the date of their
acquisition, the amount so exempted is taxable as capital gains in the year of transfer / conversion.

In addition to the same, some benefits are also available to a resident shareholder being an individual
or Hindu Undivided Family (‘HUF’).

As per provisions of Section 54F of the Act, LTCG arising from transfer of shares is exempt from tax
if the net consideration from such transfer is utilized within a period of one year before, or two years
after the date of transfer, for purchase of a new residential house, or for construction of residential
house within three years from the date of transfer and subject to conditions and to the extent specified
therein.

As per provisions of Section 56(2)(vii) of the Act and subject to exception provided in second proviso
therein, where an individual or HUF receives shares and securities without consideration or for a
consideration which is less than the aggregate fair market value of the shares and securities by an
amount exceeding fifty thousand rupees, the excess of fair market value of such shares and securities
over the said consideration is chargeable to tax under the head ‘income from other sources’. However,
the said section is not applicable in case the shares and securities are received under instances
specified under the proviso thereon.
(c) Other Provisions

As per provisions of Section 14A of the Act, expenditure incurred to earn an exempt income is not
allowed as deduction while determining taxable income.

The characterization of the gain / losses, arising from sale / transfer of shares as business income or
capital gains would depend on the nature of holding and various other factors.
D. Benefits to the Non-resident shareholders of the Company under the Act
(a) Dividends exempt under section 10(34) of the Act

As per provisions of Section 10(34), dividend (both interim and final), if any, received by nonresident shareholders from the Company is exempt from tax. The Company will be liable to pay
dividend distribution tax at the rate of 15% plus a surcharge of 10% on the dividend distribution tax
and education cess and secondary and higher education cess of 2% and 1% respectively on the
amount of dividend distribution tax and surcharge thereon on the total amount distributed as dividend.
(b) Capital gains
I.
Computation of capital gains

Capital assets are to be categorized into short - term capital assets and long – term capital assets based
on the period of holding. All capital assets, being shares held in a company or any other security listed
in a recognized stock exchange in India or unit of the Unit Trust of India or a unit of a mutual fund
specified under section 10(23D) of the Act or a zero coupon bond, held by an assessee for more than
twelve months are considered to be long – term capital assets, capital gains arising from the transfer
of which are termed as LTCG. In respect of any other capital assets, the holding period should exceed
thirty – six months to be considered as long – term capital assets.

STCG means capital gain arising from the transfer of capital asset being a share held in a company or
any other security listed in a recognized stock exchange in India or unit of the Unit Trust of India or a
unit of a mutual fund specified under clause (23D) of Section 10 or a zero coupon bonds, held by an
assessee for 12 months or less.

In respect of any other capital assets, STCG means capital gain arising from the transfer of an asset,
held by an assessee for 36 months or less.
42
LTCG arising on transfer of equity shares of a company or units of an equity oriented fund (as defined
which has been set up under a scheme of a mutual fund specified under Section 10(23D)) is exempt
from tax as per provisions of Section 10(38) of the Act, provided the transaction is chargeable to STT
and subject to conditions specified in that section.

The Finance Act 2012 has amended the chapter of Securities Transaction Tax [Chapter VII of Finance
Act (No 2) of 2004]. As per the amendment, sale of unlisted equity shares under an offer for sale to
the public which are included in an initial public offer and where such shares are subsequently listed
on a recognized stock exchange, the same would be covered within the ambit of taxable securities
transaction under the said Chapter. Accordingly, STT is leviable on sale of shares under an offer for
sale to the public in an intial public offer and the LTCG arising on transfer of such shares would be
exempt from tax as per provisions of Section 10(38) of the Act.

As per provisions of Section 112 of the Act, LTCG arising on transfer of listed securities not exempt
under Section 10(38) of the Act are subject to tax at the rate of 20% with indexation benefits. The
indexation benefits are however not available in case the shares are acquired in foreign currency. In
such a case, the capital gains shall be computed in the manner prescribed under the first proviso to
Section 48. As per first proviso to Section 48 of the Act, where the shares have been purchased in
foreign currency by a non-resident, the capital gains arising on its transfer need to be computed by
converting the cost of acquisition, expenditure incurred in connection with such transfer and full value
of the consideration received or accruing as a result of the transfer, into the same foreign currency in
which the shares were originally purchased. The resultant gains thereafter need to be reconverted into
Indian currency. The conversion needs to be at the prescribed rates prevailing on dates stipulated. If
the tax payable on transfer of listed securities exceeds 10% of the LTCG, the excess tax shall be
ignored for the purpose of computing tax payable by the assessee.

As per provisions of Section 111A of the Act, STCG arising on sale of equity shares or units of equity
oriented mutual fund (as defined which has been set up under a scheme of a mutual fund specified
under Section 10(23D)), are subject to tax at the rate of 15% provided the transaction is chargeable to
STT. No deduction under Chapter VIA is allowed from such income.

STCG arising on sale of equity shares or units of equity oriented mutual fund (as defined which has
been set up under a scheme of a mutual fund specified under Section 10(23D)), where such
transaction is not chargeable to STT is taxable at the normal rates of taxation as applicable to the
taxpayer.

The tax rates mentioned above stands increased by surcharge, payable at the rate of 2% where the
taxable income of a foreign company exceeds Rs 10,000,000. Levy of surcharge as follows:

In case of a foreign company whose income exceeds Rs 100,000,000, the rate of surcharge shall be
payable at 5%

In case of other non-residents, whose income exceeds Rs 10,000,000 surcharge shall be payable at
10%.

Further, education cess and secondary and higher education cess on the total income at the rate of 2%
and 1% respectively is payable by all categories of taxpayers.

As per provisions of Section 71 read with Section 74 of the Act, short term capital loss arising during
a year is allowed to be set-off against short term as well as long term capital gains. Balance loss, if
any, shall be carried forward and set-off against any capital gains arising during subsequent 8
assessment years.

As per provisions of Section 71 read with Section 74 of the Act, long term capital loss arising during a
year is allowed to be set-off only against long term capital gains. Balance loss, if any, shall be carried
forward and set-off against long term capital gains arising during subsequent 8 assessment years.
Exemption of capital gains arising from income – tax
II.

As per Section 54EC of the Act, capital gains arising from the transfer of a long term capital asset are
exempt from capital gains tax if such capital gains are invested within a period of 6 months after the
date of such transfer in specified bonds issued by NHAI and REC and subject to the conditions
specified therein:
43

Where a part of the capital gains is reinvested, the exemption is available on a proportionate basis.
The maximum investment in the specified long term asset cannot exceed Rs 5,000,000 per assessee
during any financial year.

Where the new bonds are transferred or converted into money within three years from the date of their
acquisition, the amount so exempted is taxable as capital gains in the year of transfer / conversion.

As per provisions of Section 14A of the Act, expenditure incurred to earn an exempt income is not
allowed as deduction while determining taxable income.

The characterization of the gain / losses, arising from sale / transfer of shares as business income or
capital gains would depend on the nature of holding and various other factors.

In addition to the same, some benefits are also available to a non- resident shareholder being an
individual or HUF.

As per provisions of Section 54F of the Act, LTCG arising from transfer of shares is exempt from tax
if the net consideration from such transfer is utilized within a period of one year before, or two years
after the date of transfer, for purchase of a new residential house, or for construction of residential
house within three years from the date of transfer and subject to conditions and to the extent specified
therein.

As per provisions of Section 56(2)(vii) of the Act and subject to exception provided in second proviso
therein, where an individual or HUF receives shares and securities without consideration or for a
consideration which is less than the aggregate fair market value of the shares and securities by an
amount exceeding fifty thousand rupees, the excess of fair market value of such shares and securities
over the said consideration is chargeable to tax under the head ‘income from other sources’. However,
the said section is not applicable in case the shares and securities are received under instances
specified under the proviso thereon.
(c) Tax Treaty benefits

As per provisions of Section 90(2) of the Act, non-resident shareholders can opt to be taxed in India
as per the provisions of the Act or the double taxation avoidance agreement entered into by the
Government of India with the country of residence of the non-resident shareholder, whichever is more
beneficial. It needs to be noted that a non-resident is required to hold a valid tax residency certificate
containing the particulars prescribed under Notification No S.O.2188(E) dated 17 September 2012
issued by the Central Board of Direct Taxes in order to claim benefits under the applicable tax treaty.
(d) Taxation of Non-resident Indians

Special provisions in case of Non-Resident Indian (‘NRI’) in respect of income / LTCG from
specified foreign exchange assets under Chapter XII-A of the Act are as follows:

NRI means a citizen of India or a person of Indian origin who is not a resident. A person is deemed to
be of Indian origin if he, or either of his parents or any of his grandparents, were born in undivided
India.

Specified foreign exchange assets include shares of an Indian company which are acquired /
purchased / subscribed by NRI in convertible foreign exchange.

As per provisions of Section 115E of the Act, LTCG arising to a NRI from transfer of specified
foreign exchange assets is taxable at the rate of 10% (plus education cess and secondary & higher
education cess of 2% and 1% respectively). Further, surcharge of 10% is payable in case income of
the NRI exceeds Rs 10,000,000.

As per provisions of Section 115E of the Act, income (other than dividend which is exempt under
Section 10(34)) from investments and LTCG (other than gain exempt under Section 10(38)) from
assets (other than specified foreign exchange assets) arising to a NRI is taxable at the rate of 20%
(education cess and secondary & higher education cess of 2% and 1% respectively). No deduction is
allowed from such income in respect of any expenditure or allowance or deductions under Chapter
VI-A of the Act. Further, surcharge of 10% is payable in case income of the NRI exceeds Rs
10,000,000.

As per provisions of Section 115F of the Act, LTCG arising to a NRI on transfer of a foreign
exchange asset is exempt from tax if the net consideration from such transfer is invested in the
44
specified assets or savings certificates within six months from the date of such transfer, subject to the
extent and conditions specified in that section.

As per provisions of Section 115G of the Act, where the total income of a NRI consists only of
income / LTCG from such foreign exchange asset / specified asset and tax thereon has been deducted
at source in accordance with the Act, the NRI is not required to file a return of income.

As per provisions of Section 115H of the Act, where a person who is a NRI in any previous year,
becomes assessable as a resident in India in respect of the total income of any subsequent year, he /
she may furnish a declaration in writing to the assessing officer, along with his / her return of income
under Section 139 of the Act for the assessment year in which he / she is first assessable as a resident,
to the effect that the provisions of the Chapter XII-A shall continue to apply to him / her in relation to
investment income derived from the specified assets for that year and subsequent years until such
assets are transferred or converted into money.

As per provisions of Section 115I of the Act, a NRI can opt not to be governed by the provisions of
Chapter XII-A for any assessment year by furnishing return of income for that assessment year under
Section 139 of the Act, declaring therein that the provisions of the chapter shall not apply for that
assessment year. In such a situation, the other provisions of the Act shall be applicable while
determining the taxable income and tax liability arising thereon.
E. Benefits available to Foreign Institutional Investors (‘FIIs’) under the Act
(a) Dividends exempt under section 10(34) of the Act

As per provisions of Section 10(34) of the Act, dividend (both interim and final), if any, received by a
shareholder from a domestic Company is exempt from tax. The domestic Company will be liable to
pay dividend distribution tax at the rate of 15% plus a surcharge of 10% on the dividend distribution
tax and education cess and secondary and higher education cess of 2% and 1% respectively on the
amount of dividend distribution tax and surcharge thereon on the total amount distributed as
dividend..
(b) Long – term capital gains exempt under section 10(38) of the Act

LTCG arising on sale equity shares of a company subjected to STT is exempt from tax as per
provisions of Section 10(38) of the Act.

It is pertinent to note that as per provisions of Section 14A of the Act, expenditure incurred to earn an
exempt income is not allowed as deduction while determining taxable income.
(c) Capital gains

As per provisions of Section 115AD of the Act, income (other than income by way of dividends
referred to Section 115-O) received in respect of securities (other than units referred to in Section
115AB) is taxable at the rate of 20% (plus applicable surcharge and education cess and secondary &
higher education cess). No deduction is allowed from such income in respect of any expenditure or
allowance or deductions under Chapter VI-A of the Act.

As per provisions of Section 115AD of the Act, capital gains arising from transfer of securities is
taxable as follows:
Nature of income
Rate of tax (%)
LTCG on sale of equity shares not subjected to STT
10
STCG on sale of equity shares subjected to STT
15
STCG on sale of equity shares not subjected to STT
30

For corporate FIIs, the tax rates mentioned above stands increased by surcharge, payable at the rate of
5% where the taxable income exceeds Rs 100,000,000. Further, education cess and secondary and
higher education cess on the total income at the rate of 2% and 1% respectively is payable by all
categories of FIIs.

The benefit of exemption under Section 54EC of the Act mentioned above in case of the Company is
also available to FIIs.
(d) Securities Transaction Tax
45

As per provisions of Section 36(1)(xv) of the Act, STT paid in respect of the taxable securities
transactions entered into in the course of the business is allowed as a deduction if the income arising
from such taxable securities transactions is included in the income computed under the head ‘Profit
and gains of business or profession’. Where such deduction is claimed, no further deduction in respect
of the said amount is allowed while determining the income chargeable to tax as capital gains.
(e) Tax Treaty benefits

As per provisions of Section 90(2) of the Act, FIIs can opt to be taxed in India as per the provisions of
the Act or the double taxation avoidance agreement entered into by the Government of India with the
country of residence of the FII, whichever is more beneficial. It needs to be noted that a non-resident
is required to hold a valid tax residency certificate containing the particulars prescribed under
Notification No S.O.2188(E) dated 17 September 2012 issued by the Central Board of Direct Taxes in
order to claim benefits under the applicable tax treaty.

The characterization of the gain / losses, arising from sale / transfer of shares as business income or
capital gains would depend on the nature of holding and various other factors.
F. Benefits available to Mutual Funds under the Act
(a) Dividend income

Dividend income, if any, received by the shareholders from the investment of mutual funds in shares
of a domestic Company will be exempt from tax under section 10(34) read with section 115O of the
Act.
(b) As per provisions of Section 10(23D) of the Act, any income of mutual funds registered under the Securities
and Exchange Board of India, Act, 1992 or Regulations made there under, mutual funds set up by public
sector banks or public financial institutions and mutual funds authorized by the Reserve Bank of India, is
exempt from income-tax, subject to the prescribed conditions.
G. Wealth Tax Act, 1957

Wealth tax is chargeable on prescribed assets. As per provisions of Section 2(m) of the Wealth Tax
Act, 1957, the Company is entitled to reduce debts owed in relation to the assets which are chargeable
to wealth tax while determining the net taxable wealth.

Shares in a company, held by a shareholder are not treated as an asset within the meaning of Section
2(ea) of the Wealth Tax Act, 1957 and hence, wealth tax is not applicable on shares held in a
company.
H. Gift Tax Act, 1958

Gift tax is not leviable in respect of any gifts made on or after October 1, 1998.
Note:
All the above benefits are as per the current tax laws and will be available only to the sole / first name holder where
the shares are held by joint holders.
46
SECTION IV - ABOUT US
INDUSTRY OVERVIEW
The information in this section is derived from various publicly available sources, government publications IMAGES
Fashion yearbook and other industry sources. This information has not been independently verified by us or
respective legal or financial advisors, and no representation is made as to the accuracy of this information. Industry
sources and publications generally state that the information contained therein has been obtained from sources
generally believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed
and their reliability cannot be assured and accordingly, investment decisions should not be based on such
information.
OVERVIEW OF THE INDIAN ECONOMY
According to the CIA Factbook, India, with a population of over 1.22 billion people, had a gross domestic product
(“GDP”) on purchasing power parity (“PPP”) basis of approximately US$4.784 trillion in 2012. This made India the
fourth largest economy in the world after the United States, the European Union and China on a PPP basis.
The following table extracted from the International Monetary Fund’s World Economic Outlook of April 2013
presents a comparison of India‘s real GDP growth rate with the real GDP growth rate of certain other countries (in
percentages; figures for 2013 and 2014 are estimates):
Country
Australia
Brazil
China
India
Japan
Malaysia
Russian Fed.
Korea, Rep.
Thailand
UK
USA
Note:
2008
2.7
5.2
9.6
6.2
(1.0)
4.8
5.2
2.3
2.5
(1.0)
(0.3)
2009
1.4
(0.3)
9.2
5.0
(5.5)
(1.5)
(7.8)
0.3
(2.3)
(4.0)
(3.1)
2010
2.6
7.5
10.4
11.2
(4.7)
7.2
4.5
6.3
7.8
1.8
2.4
2011
2.4
2.7
9.3
7.7
(0.6)
5.1
4.3
3.6
0.1
0.9
1.8
2012
3.6
0.9
7.8
4.0
2.0
5.6
3.4
2.0
6.4
0.2
2.2
2013E
3.0
3.0
8.0
5.7
1.6
5.1
3.4
2.8
5.9
0.7
1.9
(In %)
2014P
3.3
4.0
8.2
6.2
1.4
5.2
3.8
3.9
4.2
1.5
3.0
Data for Fiscal 2013 is an estimate and for 2014 is projected.
The following table presents a comparison by Fiscal year of GDP growth at factor cost in India:
Country
India
Note:
2008
9.3
2009
6.7
2010PE
8.4
2011QE
8.4
2012RE
6.5
2013AE
5.0
(In %)
2014P
6.0
Data for Fiscal 2010 is a provisional estimate, for Fiscal 2011 is a quick estimate, for Fiscal 2012 is a revised
estimate, for Fiscal 2013 is an advanced estimate and for Fiscal 2014 is projected.
(Sources: RBI, Handbook of Statstics of the Indian Economy dated September 14, 2012; Central Statistics Office,
Ministry of Statistics and Programme Implementation, Provisional Estimates of Annual National Income 2012-13 and
Quarterly Estimates of Gross Domestic Product, 2012-13 dated May 31, 2013; RBI’s 23rd Round of the Survey of
Professional Forecasters outside the RBI).
INDUSTRY OUTLOOK
India has witnessed GDP growth in the past decade and forms one of the largest emerging economies of the world.
The majority stakeholder in this growth is the mass consuming population of the country. Consumers today are much
more evolved and their demands and needs are very different from those of consumers a decade ago.
The textile, apparel and garment industry is amongst the largest beneficiaries of the growth and evolution of consumer
tastes and consumption in India.
47
The Indian textiles and apparel industry has recorded tremendous growth over the past decade, its current market size
is estimated to be USD 88 billion- Rs.4,57,700 crore. Inexpensive labour and cotton-based raw materials being
plentiful has helped India position itself as a key textiles and apparel sourcing hub. Further, with the abolition of
quotas, India surged ahead of other countries in terms of being a value-added manufacturer with a varied material base
and an educated and talented base of executives with high product development and design orientation. While the
exports market has been growing at an average pace of 10 per cent, the domestic apparel market has a number of
opportunities to offer as well.
The domestic apparel market has been on an optimistic growth trajectory due to a number of reasons including
increasing disposable incomes and urbanisation, favourable consumer demographics, growth of organised retail with
the entry of a large number of domestic and international players, and changing lifestyles. Currently pegged at USD
40 billion- Rs. 2,07,400 crore,the domestic apparel market has grown consistently over the past decade at a CAGR of
9 per cent. This growth is expected to continue with the apparel market projected to be worth USD 62 billionRs.3,21,800 crore in 2017.
The apparel market is one of the segments enjoying the highest modern retail penetration in India with a nearly 20 per
cent share. The entry of various domestic and international players and the increased retail penetration through a
multi-channel approach (i.e. exclusive brand outlets, department stores, discount stores, hypermarkets and e-tailing) is
driving the growth of the organised market, which is poised to contribute as much as 25 per cent of the total fashion
market five years from now.
KEY DRIVERS OF GROWTH
Growing spending power
One of the key factors driving the growth of the apparel market in India is the rising annual disposable income. India’s
per capita annual disposable income has been growing at an annual rate of 12 per cent since 2006-07. It is expected to
keep growing at similar rates in the next few years as well. The rising income levels, in conjunction with the
population increase, will result in an overall spurt in consumer spending.
Increasing urbanization
In the last fifty years, while the population of India has grown two and half times, the urban Indian population has
grown by nearly five times. By 2017, nearly 35 per cent of the Indian population is expected to be living in urban
centres thus inflating the urban population of India beyond that of the U.S., U.K. and Germany combined. As a result,
the contribution from urban areas to the country’s GDP is expected to jump to nearly 65 per cent from the current 60
per cent. This higher urbanisation will drive discretionary spending by consumers, even in the apparel category. While
the spending class in the metros and mini metros continues to boom, the growth witnessed in the tier I and tier II cities
will lead to an increase in the number of units purchased.
Favourable demographics
India, today, has 1.2 billion people; its population is expected to reach nearly 1.28 billion by 2017.
The rising middle class: The burgeoning middle class in India is playing a key role in modifying consumption
patterns. The aspirations of the middle class are multiplying and, consequently, they are ever more willing to spend
their disposable incomes on lifestyle products. India has 35 million middle class [NCAER defines a middle class
household as a family with an annual income between Rs. 0.3 million to Rs. 1.7 million (at 2009-10 price levels)]
households in 2012. By 2017, the country will have 58 million middle class households.
A younger population: With approximately two-thirds of the population below the age of 35, and the median age
being 26 years, India has a relatively younger population. Among the other top 10 economies (including China), India
has the lowest median age; this trend will continue for the foresee-able future. This young generation is more
aspirational, better connected and networked, more technology-savvy, highly mobile, has greater spending power, and
is more brand- and fashion-conscious. Thus, it will have a significant impact on retailing and consumption across
many categories and products and will consume a greater number of lifestyle products, in more categories, than the
previous generations. This implies a very large market opportunity for providers of branded and lifestyle clothing.
48
Also, India is has the largest percentage of children in its population - nearly 30 per cent - which offers a promising
growth opportunity for the branded kidswear market.
Increase in the number of working women
An estimated 40-45 million women in the age group 20-40 years are expected to join the urban Indian workforce by
2020 which will result in an increase in the demand for different kinds of occasion based apparel such as women’s
formal western wear. Also, due to their financial independence, more women will indulge in higher levels of
discretionary spending. This can impact multiple categories, in terms of purchasing both for the woman herself and
her family, viz. clothing, personal care and grooming, accessories, travel, etc.
Changing lifestyles
One consequence of the evolution in consumer lifestyles is the surge in both the opportunity for and the incidence of
socialising, via various activities and events. There is thus a greater demand for multifunctional clothing, e.g. smart
casuals, which enable straddling various occasions. Further, more people are travelling abroad much more frequently
and thus, get exposed to western fashion trends and brands, and aspire to own such items. This trend is further fuelling
the demand for branded apparel in the Indian market.
Changing family structures
The average household size has decreased to about 5.0 in fiscal 2010 from 5.36 in 2001. With the increase in the
number of nuclear families and a simultaneous rise in double-income families, higher spending power will remain the
privilege of smaller families.
SEGMENTS IN THE APPAREL INDUSTRY
Of the overall apparel market, menswear forms the largest segment and contributes a 42 per cent share or USD 17
billion- Rs. 87,500 crore. Womenswear accounts for a 38 per cent market share USD15 billion- Rs 78,500 crore,
followed by kidswear with 20 per cent market share or USD 8 billion - Rs. 41,400 crore.
Menswear
Menswear has always been a dominant category in India, contributing over 42 per cent of the total market. Presently
pegged at USD 17 billion -Rs 87,500 crore, the market has grown at a CAGR of 8.5 per cent, from USD 11 billion –
Rs. 58,000 in 2007. This market is projected to reach USD 25 billion -Rs.1,31,000 crore by 2017. While shirts and
trousers continue to contribute to over 50 per cent of the total market, they are now being supplanted by casual and
comfort attire such as activewear, denims and tees. Consumers are transitioning from wearing a single outfit for
multiple occasions in a day to picking specific outfits for specific occasions within the same day, thus leading to the
increased popularity of these categories in the metros and mini metros.
Ethinic Wear
Ethnicwear, which is worth USD 340 million -Rs. 1,760 crore at present, is growing at 9 per cent annually, but
continues to be an occasion dependent category for men. Consequently, the growth of this category will be propelled
by the high fashion, high value segment within which purchases are made for such occasions as festivals and
weddings.
Womenswear
The womenswear market in India contributes at USD 15 billion -Rs. 78,500 crore, or 38 per cent, of the total apparel
market. It has been growing at 10 per cent and is estimated to reach USD 23 billion- Rs. 1,21,300 crore by 2017.
Traditionally largely unorganised, this market has undergone tremendous changes in the past decade. The rising
number of women in the organised workforce, coupled with their growing awareness about international trends, has
led to the growth of this segment. As women become more empowered at work, their dressing style is also undergoing
radical changes.
Additionally, a growing number of consumers are inclined towards fitness, thus making exercising, playing sports and
participating in outdoor activities a lifestyle routine. This trend has augmented the demand for specialised apparel and
accessories manufactured exclusively for such activities as going to the gym, walking, jogging, yoga, etc. Activewear
49
is one of the fastest growing categories within menswear with a CAGR of 14 per cent due to which its size has
ballooned from USD 180 million -Rs 940 crore in 2007 to USD 365 million -Rs 1,900 crore in 2012.
The men’s segment also bolsters the denimwear market, comprising over 80 per cent of the total denim market
(approximately USD 1600 million or Rs 8,340 crore. The market has been growing at a relatively high 16 per cent.
Primarily a youth driven category, there has been an increase in the demand for denimwear not only in the metros and
mini metros but also in tier I and tier II cities. The advent of such casual concepts as ‘Friday dressing’ at work and the
growing awareness of youth about global trends are the keys to the growth of both denimwear and t-shirts, within
menswear. Presently valued at USD 1050 million –Rs 5,440 crore, the market for t-shirts has been growing at a
CAGR of 12 per cent, from USD 575 million –Rs. 2,990 crore in 2007.
Ethnicwear, which is the largest category within this segment, has started to decline in terms of its contribution to the
total market, from 78 per cent in 2007 to 75 per cent in 2012, while such western categories as tops, shirts, t-shirts,
denim and innerwear are registering incredible growth. Contributing 75 per cent of the total womenswear market,
ethnicwear is a more traditional category which finds acceptance in both rural and urban India. This category can be
further segregated into sarees, blouses and petticoats, and salwar kameez. There are two changes happening in
parallel: one, urban India is seeing a transformation from the traditional salwar kameez to more of fusion and
westernwear while rural India is witnessing a change from sarees to salwar kameez.
This has led to a decline in the demand for sarees; the contribution of salwar kameez to the market, in contrast, has
risen from 36 per cent in 2007 to 39 per cent in 2012. An increase in the number of domestic brands which are
catering to the salwar kameez market and innovating in terms of fusionwear has signifi cantly boosted the growth of
this subcategory. Brands are amalgamating western styles and cuts, and using knitted fabrics and ethnic prints, to
create a fusion look that makes ethnicwear chic and trendy to the new age consumer. The penetration of brands
offering western wear for women into tier I and tier II cities has also benefited such categories as denims, tees and
tops. The market for women’s denims is projected to grow at an impressive 17 per cent, making it one of the vital
categories within this segment. T-shirts, tops, and shirts as well have grown at a promising rate of 11 per cent from
USD 210 million- Rs. 1,100 crore in 2007 to USD 370 million-Rs1,940 crore in 2012. Also, innerwear has shown
promising growth, transitioning from a utility product to an aspirational category. The market for women’s innerwear
is growing at 14 per cent and has increased from USD 880 million –Rs.4,570 crore to USD 1835 million –Rs.9,540
crore. Women now place as much importance to their innerwear as they do to the outfits they dress themselves in, thus
also making this category occasion-specific.
While trousers, skirts, and formal jackets are relatively smaller categories, they are also experiencing rapid growth,
largely in the metros and mini metros. With the evolution of the working culture in India, women are getting
accustomed to a “western” definition of formalwear. Thus, the growth of these high-value categories is directly linked
to the rise in the number of working women in the major cities. The share of trousers and skirts has grown at 11 per
cent, from USD 105 million –Rs.550 crore in 2007 to USD 186 million –Rs.970 crore in 2012. Further, the share of
formal jackets has grown at an astounding 12 per cent from USD 37 million –Rs.190 crore in 2007 to USD 70 million
–Rs.360 crore in 2012.
Kidswear
The USD 8 billion –Rs.41,400 crore kidswear segment makes up 20 per cent of the Indian apparel market. This is the
fastest growing segment, with a promising CAGR of 11 per cent. While this segment has traditionally been
unorganised, the influx of both domestic and international brands is ensuring its quick advancement. With double
income families on the upswing and family sizes diminishing, parents have a greater wallet share to spend on
kidswear. In addition to this, the exposure to television and the Internet has heavily impacted the buying behavior of
children who have strong influence over their parents. Uniforms comprise the largest share within the kidswear market
at 31 per cent. Presently valued at USD 2460 million –Rs.12,810 crore), this segment is anticipated to grow at 11 per
cent. The rise in the number of schools, along with stiff competition, has made amplified brand consciousness.
Uniforms, which are seen as an extension of a school’s personality, thus receive excess focus.
T-shirts, shirts, and bottomwear are also receiving more attention as national brands are either launching exclusive
kidswear formats or leveraging the family format. The growth of this category is largely led by the mass and premium
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segments which involve a large number of domestic players. International brands largely cater to the super-premium
segment. The T-shirts or shirts category has grown from USD 744 million –Rs.3,870 crore in 2007 to USD 1370
million –Rs.7,140 crore in 2012, at a CAGR of 12 per cent. The bottomwear category is also growing at an
encouraging 10 per cent; from USD 750 million –Rs.3,915 crore in 2007 it has expanded to USD 1270 million –
Rs.6,605 crore in 2012.
The super-premium segment is also being targeted by Indian designers across occasion wear for girls, and ethnicwear
for both boys and girls. The market for dresses is growing at 11 per cent and has swelled from USD 340 million –
Rs.1,760 crore in 2007 to USD 595 million –Rs.3,090 crore in 2012. Ethnicwear is another growing category with
girls contributing 71 per cent of the total share. The overall ethnicwear category for kids has recorded a 11 per cent
growth, from USD 700 million –Rs.3,660 crore in 2007 to USD 1190 million –Rs.6,210 crore in 2012. Within this, the
share of boys has declined from 29 per cent in 2007 to 27 per cent in 2012, due to the rising popularity of denims and
T-shirts as regularwear and the exclusion of ethnicwear to specifi c occasions.
Denimwear is the largest growing category within kidswear with a CAGR of 15 per cent. This market has grown from
USD 45 million–Rs.230 crore in 2007 to USD 100 million–Rs.510 crore in 2012. The need for clothing for such
occasions as playtime, shopping, parties and hobby classes is driving the growth of this category. Winterwear is a high
value category whose growth is essentially central to the metros and mini metros. Growing at a CAGR of 13 per cent,
the market has increased from USD 340 million –Rs.1750 crore in 2007 to USD 680 million –Rs.3,525 crore in 2012.
The prolonged winter season, which also coincides with the festive season, has led to the rapid growth of this category
within kidswear.
EMERGING MARKET AND CONSUMER TRENDS
Increased focus on India’s geography
The past decade has seen an influx of international brands into the Indian market. These brands have fathomed the
local potential for westernwear and are ready to tap this, across segments, niche categories and formats. The
seriousness of these brands is also reflected by their choice of India-entry strategy. Previously, cautious brands entered
the Indian market through distribution, a trend that is now shifting to licensing and joint ventures. While some brands
are waiting for FDI approval, various others are reviewing their entry strategy in order to exercise greater control.
These brands are also changing their sourcing strategies in favour of local procurement channels to gain a competitive
advantage and become the preferred brand for Indian consumers.
With a keen understanding of the Indian consumer and the adoption of India-focused strategies across sourcing,
business models, and assortment, international brands will continue to consolidate and expand, in the years to come.
The changing definition of value
In the current inflationary scenario, the consumer spend on the discretionary basket is strained. The sheer increase in
the options available to consumers across gadgets, entertainment options, travel, hobby classes, and fashion ensures
that price has a crucial influence on the spend decision. However, consumers have now begun evaluating product
value along various attributes apart from price, with equal importance given to all.
Young adults across the metros as well as tier I and tier II cities are extremely discerning and seek value through such
attributes as quality, pack size, and convenience, in addition to price. The youth are more aspirational and
experimentalist, and evaluate value using enhanced parameters such as fashion quotient, width of assortment, styling,
fit, and convenience. As a result, the deeply penetrated brands in the massive segment are leading the growth of the
lifestyle and apparel market through the value of their offerings, in terms of price as well as additional attributes.
Lifestyle and apparel are dominating the youth’s wallet share
The increased exposure resulting from the penetration of such entertainment and lifestyle channels as television and
social media, which target the youth and young adults, is a trigger for contemporary fashion trends. Their frequency of
outings to multiplexes, and for eating out or shopping, has also multiplied, further driving the aspiration to engage
with fashion.
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As a result, lifestyle categories such as apparel, footwear, and fashion accessories continue to occupy the largest share
of the youth’s wallet at 32 per cent. Activities such as eating out and travel, in comparison, make up 25 per cent of the
wallet, while indirectly impelling fashion and lifestyle purchases.
Emergence of new categories and their growing importance to footwear and accessories
The foray by international brands has led to a trend of accessorizing and layering rendering the ‘complete lifestyle’
look. Lifestyle and fashion accessories now find high acceptance across all consumer segments, and are fuelling the
growth of the shoes and accessories market, and creating a high growth opportunity across price segments and
products. Given this strong growth potential, domestic and international brands are also diversifying into accessories.
Even outerwear is no longer merely a winterwear category and is instead finding space as an accessory in the
wardrobes of consumers, complementing their everyday dressing and allowing for a completely stylised and
fashionable look. Jackets and sweaters are no longer winter-specific and are now available in fabrics suitable for any
climate.
Tier I and Tier II cities fuelling brand engagement
A significant share of the increased demand for aspirational brands is propelled by youth residing outside of the top 20
Indian cities. The growth of brands will also be augmented by the boom in the service sector in tier I and tier II cities,
due to the increased presence of youth in the salaried class. Going forward, India’s GDP will be made up largely by
the service sector, which may account for more than 66 per cent of the total. This represents an opportunity for brands
to be present in over 100 cities and continue to achieve scale and be of relevance.
E-tailing ensuring growth of apparel across cities
Digital shopping formats have emerged primarily in response to the growing real estate and scalability challenges that
hinder the tapping of demand from small cities. The large number of Internet users in the age group of 15-34 years
(approximately 75 per cent of all users), with 65 per cent of them residing outside of the top 8 cities is another impetus
for digital retailing. Recognizing this to be a potentially rewarding opportunity, a large number of lifestyle-focused
players are venturing into the e-tailing space.
A quest for convenience is also driving the digital format revolution in the larger Indian cities. It is interesting to note
that, while the e-tailing market is on a high growth trajectory, the lifestyle apparel segment and-mortar formats, real
estate costs exert significant pressure on the profit margins of both fashion retailers and brands. The limited number of
quality retail locations has created a demand-supply imbalance and resulted in high rentals, which, as a percentage of
sales, are higher in India than in international locations, making it difficult for both retailers and brands to conduct
profitable business here. High-end retailers, who have even less access to quality retail spaces, face even higher rental
costs.
Shortage of skilled manpower
The dearth of training opportunities for such niche courses as merchandising, supply chain management, and customer
relationship management in India translates to a shortfall in quality human resources at both the front- and back-end of
the industry. The lack of experienced people at the back-end usually translates into poor merchandise management in
the form of either inadequate accounts for a signifi ant 30 per cent and is expected to continue to grow. As a result, a
large number of lifestyle-focused players are foraying into the e-tailing space. E-tailers are increasingly adopting
newer technologies that enable them to replicate the physical store experience for consumers and thus drive the growth
of e-tailing as a sales channel. For instance, Personalised Natural User Interfaces / Gesture-based User Interfaces,
Connection through the Cloud across platforms and channels, ‘Live’ experience through 3D rendering of the stores
and products, Haptics technology which enables the consumer to touch and feel the product, through the screen, etc.
INDUSTRY CHALLENGES
Highly Fragmented: The industry is dominated by small, fragmented and non-integrated players. The large domestic
playesr have achieved supply-side economies through their large volume and extensive market presence. However, the
structure of the supporting industries (.i.e. textile & apparel manufacturing) has deterred further scale benefits. Indian
textile and apparel manufacturing sectors are plagued by high fragmentation with small production units scattered
across the country, leading to longer planning and lead time for domestic retailers.
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With the growth of domestic retailers & entry of large foreign brands, shall bring with them best practices in supply
chain, manufacturing and product design & quality. This will help Indian small and medium enterprises to upgrade
their manufacturing setup and knowhow in terms of products, designs and processes and also scale up operations.
Creation of more occasions for consumers to shop: Indian consumers shop mostly during occasions such as
festivals, weddings and birthdays rather than for functional need. Resulting in slower inventory churns leading to
higher working capital requirement.
High rentals & availability of quality real estate: One of the biggest challenges faced by this sector is the lack of
retail space. While shopping malls in India are expanding, the availability of land in the large cities is rapidly
decreasing and participation by domestic and foreign retailers is increasing, thereby driving up the real estate cost for
retailers. With Indian retailers shelling out more for retail space it is affecting the overall profitability of the stores.
Slower inventory turns: Retailers need to maintain high levels of inventory in order to meet the demand of the
consumers. Due to the lengthy manufacturing and transportation time, goods cannot be replenished quickly leading to
high stock-out costs. On the other hand, carrying inventory can be expensive in several ways. Retailers must pay
capital costs in terms of money tied up in inventory, storage costs and overstock costs. Hence, retailers need to
accurately forecast demand, frequency of orders, lead time and cost of replenishment.
COMPETITIVE LANDSCAPE
The Indian fashion space is largely segmented into three stages: manufacturing, branding and distribution. The
manufacturing stage is highly fragmented with only a few large players like Arvind Mills, Madura Garments etc. In
the branding stage, the Indian apparel space has a dearth of home grown fashion brands across categories, largely
dominated by unbranded and international brands. Distribution of ready-made garments is done through unorganized
players, EBOs and MBOs. Most multi-brand retailers offer a broad portfolio of national and international brands along
with a small portfolio of in-house brands.
Foreign and domestic apparel retailers in the organized sector are competing on large size, broad assortment, selfservice format and pleasant store environment creating diversity in competition. Unorganized retailers, with no
financial capabilities for improving store environment, offset these limitations by offering high levels of service and
forming close relationships with their customers. Smaller retailers are moving towards organized formats by including
branded merchandise in their offerings.
The fashion industry in India has players focused of specific categories with a small portfolio of brands. However, the
industry does not have an integrated player catering across categories with a broad portfolio of own brands. This
provides an opportunity for consolidation within the industry and emergence of an integrated player offering a broad
portfolio of brands catering to the lengths and breaths of various categories at various price points.
ROAD AHEAD
The Indian fashion industry is evolving rapidly and those who enter the market now can learn about local dynamics,
develop market insights and establish leadership positions. Domestic and global players who have entered the Indian
market are learning about consumer wants, preferences and needs. Powered by strong internal demand, the country
has displayed robust growth which is likely to be sustained in the coming years. Research and development (R&D),
innovation and new product development are emerging as key drivers of success. As part of this effort, product
localization has emerged as a driver of sales, customer excitement, customer interest, etc.
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OUR BUSINESS
Business Overview
Our Company’s current business is resultant of de-merger of lifestyle fashion businesses of Future Retail Limited
(formerly known as Pantaloon Retail (India) Limited) (“FRL”) and Future Ventures India Limited (“FVIL”) pursuant
to the Scheme. Post the said Scheme, our Company is an integrated fashion company with presence across key
segments within the fashion industry including trend spotting, brand building, product development, manufacturing
and distribution.
Our Company’s business has been designed to capture the trend of consumers getting more attuned to fashion and
brand preferences. Through our presence in three integrated areas: fashion brands, fashion distribution and
investments in fast growing fashion companies, we are poised to capture the fast growing and evolving lifestyle
fashion market in the country.
We have a portfolio of fashion brands that covers the entire gamut of categories including formal menswear, casual
wear, active or sportswear, women’s ethnic wear, women’s denim wear, women’s casual wear, footwear and
accessories and are present across various price points. We have designed and developed many brands over a decade
such as Indigo Nation, Scullers, Urbana, Jealous21, Urban Yoga, Mohr, etc. We have manufacturing and marketing
licenses for fashion brands like John Miller, Bare, RIG, Spunk, Lombard, Buffalo, etc. Further, we have exclusive
manufacturing and marketing licenses for India for global brands like Manchester United, Lee Cooper, Daniel
Hechter, UMM, Spalding, Converse, UMBRO, Champion etc.
Our fashion brands, which are designed and developed by us, are distributed through our retail chains, exclusive brand
outlets (EBOs) and multi brand outlets (MBOs) across the country. Our retail chains viz. Central, Brand Factory, aLL
and Planet Sports, are spread across 3.65 million square feet of retail space. The four retail chains collectively
attracted over 45 million customer footfalls during the calendar year 2012 in 36 cities across the country. These chains
are backed by strong sourcing network, in-house trend-spotting and design teams, coupled with robust logistics and
warehousing network. Further, our distribution network includes over 128 EBOs and over 225 MBOs, which are
present in over 80 cities across the country.
Our Company also focusses on investing in fast growing fashion companies and building the portfolio of fashion
brands. To further strengthen the fashion portfolio of our Company, we have investments in companies, which
owns/manages fashion brands like AND, Holii, Turtle, Celio, Clarks, Mother Earth, Tresmode, Mineral, etc.
Pursuant to the Scheme, as per proforma management accounts as on March 31, 2013, the effective operational
income of our Company was Rs. 67,316.37 Lacs and profit after tax was Rs. 865.83 Lacs.
Our Competitive Strengths:
Parentage of Future Group
We are a part of the Future Group, which is one of the leading Indian business groups led by Mr. Kishore Biyani,
focusing on consumption led businesses in India and is also one of India’s leading organized multi-format retailers.
The Future Group has successfully demonstrated the ability to identify, incubate and grow various consumption-led
businesses in India like Future Retail Limited, Future Ventures India Limited and Future Supply Chain Solutions
Limited and we expect to derive benefits from our strategic relationship with it. We also believe that we will have
access to industry contacts, brand building and consumer insights and the network of the Future Group, which we
anticipate will aid us in effectively advising and managing our business.
Early mover advantage and brand equity
Our Company’s current business is resultant of de-merger of lifestyle fashion businesses of FRL and FVIL pursuant to
the Scheme. Post the Scheme, we are one of the first integrated fashion companies in India with presence across key
segments within the fashion industry i.e. design to distribution.
FRL is one of India’s leading retailers with presence across multiple formats and stores across large and medium cities
across India. Amongst other things, FRL successfully introduced lifestyle fashion formats like Central, Brand Factory,
aLL and Planet Sports. ‘Central’ is a concept of seamless malls, ‘Brand Factory’ offers fashion apparel and
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accessories to mass market buyers, ‘aLL’ is an exclusive lifestyle store for plus size people and ‘Planet Sports’ is a
one-stop destination for the latest global trends in the sports and lifestyle segment offering apparel, footwear, sportswear, equipment and accessories.
FVIL invest in and operate innovative and emerging businesses in growing consumption-led sectors in India, whose
growth and development is determined primarily by the growing purchasing power of Indian consumers and their
changing tastes, lifestyle and spending habits. Within the consumption-led sectors, FVIL focusses primarily on
opportunities in the business segments of (i) fashion, (ii) FMCG, (iii) food processing, (iv) home products, (v) rural
distribution and (vi) vocational education.
Pursuant to the Scheme, we have a portfolio of fashion brands such as Indigo Nation, Scullers, Urbana, Jealous21,
Urban Yoga, etc. We have manufacturing and marketing licenses for fashion brands like John Miller, Bare, RIG,
Spunk, Lombard, Buffalo, etc. Further, we have exclusive manufacturing and marketing licenses for India for global
brands like Manchester United, Lee Cooper, Daniel Hechter, UMM, Converse, UMBRO, Champion etc. We have also
investments in companies, which owns/manages fashion brands like AND, Turtle, Celio, Clarks, Mother Earth,
Tresmode and Mineral.
All these brands are well recognized within their respective customer segments. The brand equity offers wider access
to the markets within their respective business segments. It also provides them with an ability to leverage the existing
brand equity to launch new brands and/ or products. We believe that owing to our strong brand equity and one of the
first movers as an integrated fashion companies, we are well positioned to capture consumers’ attention and their
preferences for fashion and brand.
Integrated fashion player – design to distribution
We are India’s one of the leading integrated fashion companies with presence across key segments within the fashion
industry i.e. design to distribution. We have built in-house expertise for trend spotting, brand building, product
development, manufacturing and distribution. The integrated play comprising of in-house designing capabilities,
strong sourcing abilities, strong portfolio of brands, robust logistics, warehousing network and vast ditribution
network, helps us capturing higher margins and improve efficiencies at each stage of the value chain leading to
increased stakeholders value.
Pan India Presence
Our retail chains viz. Central, Brand Factory, aLL and Planet Sports, are spread across 3.65 million square feet in 36
cities of India. Further, our distribution network consisting of about 128 EBOs and 225 MBOs are spread across 80
cities of the country including the largest consumption centers as well as Tier II cities. These brands are also sold
through leading department stores like Lifestyle, Shopers Stop, Pantaloons, Reliance Trends, etc. Access to such a
large geography enables us to identify the tastes and preferences of different consumer segment and accordingly
introduce/modify the brands according to their requirements.
Professionally managed experienced team
We have an experienced professional management team. Over the years, our qualified and experienced management
team has contributed to the growth of our brand image and competitiveness. Several of our management team
members have experience of managing other fashion / consumer facing organizations as well. Our management team,
backed by a committed work force, is able to complement rapid expansion with the ability to create adequate systems
and processes.
Our Strategies:
Leading the fashion Industry
We are one of the first fashion companies in India and we aim to lead the fashion industry in India by growing faster
than the industry average and build a sizeable fashion business. We have been continuously working towards
increasing our market share in apparel, footwear & accessories market by developing in-house brands as well as
investments in leading fashion brands. We will continue with this strategy, which will help us in achieving leadership
position in the Indian fashion industry.
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Integrated play to improve margins and operational efficiency
We are an integrated fashion company with presence across key segments within the fashion industry including trend
spotting, brand building, product development, manufacturing and distribution. Our in-house capabilities of trend
spotting, brand building and product development gives us edge over other players in the industry by launching
fashion products through our vast distribution network in least possible time. Due to our presence across key
segments, we believe that our margins are comparatively better than the other standalone players in the industry.
Further, due to integrated operations, we also achieve operational efficiency. We wish to continue improving our
margins and operational efficiency with a combination of economies of scale and integrated operations.
Building Indian fashion brands
Being an indigenous company having knowledge about fashion industry in India and parentage of Future Group,
which possesses insight about consumer behavior and pattern; we mostly promote and nurture Indian fashion brands.
Over a period of time, we have developed a number of fashion brands and have also invested in fast growing fashion
brand companies. Of all these fashion brands, majority is Indian brands and have been developed keeping in mind the
choice of Indian customers and we will continue to focus on building more Indian fashion brands.
Expand distribution network
Our distribution network comprises of our retail chains spread across 3.65 million square feet and over 128 EBOs and
225 MBOs, which are spread across over 80 cities in the country including the largest consumption centers as well as
Tier II cities. Going forward, we will continue to expand our reach by opening new retail chains and EBOs in the
existing as well as new cities. Further, we will also continue to approach existing as well as new MBOs to expand our
pan India presence. This two way expansion will optimize our distribution network and we will be able to target larger
customer base.
Fashion Brands
The Indian consumer has moved from buying fabric to buying readymade garments. The next stage of evolution
involves consumers getting more attuned to brand preferences and moving to occasion specific dressing. Consumers
increasingly prefer different fashion products for ethnic occasions, formal wear, active or sportswear, denim wear and
casual wear. The evolution and growth of fashion business in its new phase is being led through stronger and wellpositioned brands that have extensive reach, distribution and availability through exclusive outlets in high-streets as
well as through modern distribution channels.
Our portfolio of fashion brands covers the entire gamut of sub-categories including formal menswear, casual wear,
active or sportswear, women’s ethnic wear, women’s denim wear, women’s casual wear, footwear and accessories and
is present across various price points. We have designed and developed many brands over a decade such as Indigo
Nation, Scullers, Urbana, Jealous21, Urban Yoga, etc. We have manufacturing and marketing licenses for fashion
brands like John Miller, Bare, RIG, Spunk, Lombard, Buffalo, etc. Further, we have exclusive manufacturing and
marketing licenses for India for global brands like Manchester United, Lee Cooper, Daniel Hechter, UMM, Converse,
UMBRO, Champion etc.
These brands are backed by a strong design and merchandising team that leads with trendsetting ideas. About 2000
new styles are introduced every season across brands and products to give every brand its edge. A creatively-led
design process focuses on product innovation and in-depth trends analysis and close-to-consumer approach ensures
that the team is always clued-on to latest fashion trends.
Our Company has portfolio of following fashion brands, which includes owned as well as licensed, across various
categories:
John Miller is our flagship brand in the men’s formalwear category. It is a brand positioned for the young
professionals. John Miller is also available through EBOs and MBOs. John Miller offers a range of everyday corporate
wear and accessories for young male executives, that unfailingly makes you look confident and fluent. It includes
shirts, trousers, business suits, blazers, accessories and deodorants.
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Lombard is positioned as a more serious formalwear brand that is positioned with the tagline, ‘Where Real Power
Rests’. Conceived as a men's formal wear brand, it offers suits, shirts, trousers and accessories like cufflinks, wallets
and belts. The brand is also being distributed through the general trade and MBOs. The Lombard Man is one who is
the smart, scheming right hand man of the man in power. He is the one who sets the game and clearly calls the shots.
He knows he is the clear winner everywhere. He revels in his power, he understands his understated elegance. He is
where the real power rests. In this campaign, we have attempted to put the Lombard man in environments that would
see him in his element.
Urbana is our premium formalwear brand that is designed on the premise of technology meeting fashion. Urbana also
offers a range of finishes like wrinkle free cotton and linens, anti-spill shirts, odor-resistant shirts, sweat-free trousers.
Designed to be master piece, Urbana is a fine blend of craftsmanship and innovation. A brand immaculately crafted
for those seeking perfection. Every Urbana product is benchmarked against the highest global craftsmanship and
innovation standards without any compromise. The brand offers a complete ensemble of suits, shirts, trousers and
accessories that’s a true reflection of sartorial style and finesse.
Daniel Hechter is a high-end French brand and is offered through an exclusive license in India. The brand offers
formal, semi-formal and casual wear for men. Launched in India in 2009, Daniel Hechter is also available through
EBOs and other departmental stores. Fashion from Daniel Hechter combines European tradition with a sure sense of
style and elegance offering a composition flair and a creative twist. It is synonymous with affordable luxury since it
does not restrict fashion to a small group of elite but captures the enthusiasm of a broad public.
Celio is a French brand that we are operating as a joint venture. The brand offers a wide selection of casual wear and
denim-wear and also has a chain of 30 EBOs in key cities across the country.
UMM is an Italian brand born out of a music label – Underground Music Movement – that has over the years evolved
into a fashion brand. We own the exclusive rights to the brand in India and is among one of the most popular casual
wear brands in the country.
Lee Cooper is a global denim brand dedicated to style since 1908. Future Group owns the exclusive license to
manufacture and market the brand in categories like denims, trousers, jackets, shirts and footwear.
RIG is positioned as utility clothing and has products for men, women and kids. Rig’s clothing is unique in style and
projects a different attitude from denims or formalwear. The range includes cargos, 3/4ths, skirts, shorts, t-shirts and
shirts for men, women and kids. Comfortable in form and function, the ruggedness adds an element of activity. The
grainy and raw textures are inspired by elements of nature and their tactility is built for open spaces. Though they
portray outdoorsy functionality with lots of pockets, strong fabrics and firm and rugged stitches, our clothes allow an
individual to be at ease in all environs.
Bare is our largest brand with presence in casual wear, denim-wear and kids-wear. Bare Denim range includes casual
tops, t-shirts, denims and winter-wear for men and women, Bare Casual range includes cotton and linen shirts, khakis,
corduroys and cotton trousers for men and Bare Kids offers a wide range of clothing options for kids. It has a
comprehensive offering of casual wear which has something for everyone. The brand offers jeans, tees, tops, sweaters,
pullovers, corduroys and zip-up jackets, for both men and women under the Bare Denim label. Casual cotton shirts
and trousers for men are retailed as Bare Leisure and a wide range of clothing options for kids are offered under the
Bare Kids label.
Scullers is positioned as offering stylish sporty casual wear. The brand is known for its chinos. The brand is
distributed through EBOs as well as MBOs. The brand Scullers and the crossed oars have over the years come to
personify a lifestyle and the choice that come with it. Sculler is timeless, embracing and the old as well as it does the
new. It is stylish without being flashy. Elegant without being somber. Sophisticated without being upright. Scullers is
a celebration of joy, optimism and new beginnings. Scullers is for those who celebrate life.
Indigo Nation brand focuses on the young generation of the country. Indigo Nation, an unparalleled range of
fashionable office wear, club wear and weekend wear is designed exclusively for those who live life on the edge, are
live wires at work and are considered mavericks. With Indigo Nation offering the latest fashion trends from across the
globe, India’s young, energetic and fashion-concious male needn’t look any further. In fact, the brand has consistently
pushed the boundaries of stylish dressing and the baseline ‘young like that’ simply reinforces it.
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Jealous 21 is one of India's leading exclusive women's wear brand, and offers jeans for Indian women. The brand
offers an elaborate range of Hip-fit Jeans, range of tops and tee shirts. Jealous 21, India's leading exclusive women's
wear brand revolutionized the jeans market for women by launching jeans that fits every body type of Indian women.
Fit is the primary attribute that any women look for when they buy jeans. To get the perfect fitted jeans, the hip and
waist size have to be correct. However jeans available in the market use a single hip to waist ratio. That was the real
gap, which was addressed by Jealous 21 by introducing an unique concept of 3 hip sizes for every waist size. 'Hottie'
for the slim Hips, 'Hour Glass' for the regular hips & 'Bootillicious' for the curvier hips. Matching an elaborate range
of Hip-fit Jeans is an equally stunning range of tops & tees. Oozing with oomph, this brand is designed to infatuate
today's young women.
Converse was established in 1908, the Converse brand has built a reputation as “America’s Original Sports
Company”.
Urban Yoga brand offers yoga apparel and accessories with a collection of casual wear that compliments active
lifestyle co-created with yoga practitioners. A brand that believes in creating a balance between the busy outer world
and the quiet inner world. Urban Yoga is a brand of yoga apparel, accessories to reflect your love for rich Indian
values, your care for the environment and your desire to live as a better person.
Manchester United is a premium lifestyle sportswear launched in India in December 2011 through an exclusive
licensing arrangement with Manchester United Football Club.
Spalding caters to the sporting goods category.
UMBRO is the original Manchester based football brand that specializes in sportswear and sports tailoring.
Footwear and AccessoriesHolii brand was launched in 2009 as part of a joint venture partnership between Hidesign and Future Group. Aimed at
bringing in a distinct Indian design aesthetic to bags and accessories along with the high production standards of
Hidesign, the company shares the vision to be a distinct everyday affordable luxury accessories brand. The brand is
sold from over 70 locations across India through multi brand departmental stores, airports and exclusive boutiques.
Clarks was launched in 2011 as part of a joint venture with Future Group. The brand offers range of branded boots,
sandals and shoes for men and women. The brand already has 24 EBOs across the country.
Converse offers an extensive range of its signature footwear collection that are distributed through the group’s
network as well as 11 EBOs.
Spalding offers a wide range of footwear options designed specifically for sportsmen.
Fashion Distribution
Our own retail chains
Our own four retail chains, spread across 3.65 million square feet of retail space, are integral part of our fashion
distribution business. The four retail chains collectively attracted over 45 million customer footfalls during the
calendar year 2012 in 36 cities across the country. These chains are backed by a strong sourcing networks, in-house
trend-spotting and design teams, coupled by a robust logistics and warehousing network. Further, these chains are
backed by group-wide loyalty programs – Payback and T24 that collectively have over 14 million registered
customers.
The four retail chains are as under:
Our flagship retail format, Central is a chain of departmental stores located in central areas of large Indian
metropolitans and cities. There are 22 Central stores located in large cities like Mumbai, Bengaluru, Hyderabad, Pune,
Ahmedabad and Gurgaon, as well as smaller cities like Baroda, Indore, Vizag and Surat. These are large-format stores
measuring anywhere between 60,000 square feet to 230,000 square feet and offering over 500 brands across every
category including men’s wear, casual wear, ethnic wear, women’s wear, kids’ wear, footwear, accessories, home
products, health and beauty. These stores, often located in standalone locations, also have food-courts, restaurants,
58
supermarkets and electronics superstores built within. The company operates around 2.4 million square feet of retail
space under this format.
Brand Factory is an outlet store, positioned as a stopover hub for graduating to lifestyle fashion. Brand Factory targets
the cost-conscious aspirational youth segment. This format also acts as a reverse logistics chain to Central, selling the
same brands and products available at Central, at ‘smart prices’. Brand Factory has 27 stores in 11 cities covering 0.9
million square feet.
Launched in 2005, “aLL – A Little Larger” format has established itself in the niche plus-size clothing category. aLL
houses a wide range of ready to wear fashionable western and ethnic wear and accessories that are otherwise not easily
available for brand conscious plus-size customers. Currently present in 14 cities across India through a network of 24
EBOs, it also operates through store-in-stores (SIS) in Pantaloons, Central and Brand Factory.
Planet Sports is India’s leading multi-brand sportswear and sports goods chain with 84 specialty stores. Planet Sports
is a one-stop destination for the latest global trends in the sports segment offering apparel, footwear, sports-wear,
equipment and accessories. This format has a footprint in 30 cities, majorly concentrated around Tier I and Tier II
cities.
EBOs and MBOs
The fashion brands developed by our Company are also distributed through EBOs and MBOs. We have a strong
distribution network that includes over 128 EBOs and 225 MBOs, having presence in over 80 cities across the
country. Our brands are also distributed through other retail chains like Reliance Trends, Lifestyle, Shoppers’ Stop,
Pantaloons, etc.
Other Modes
Our brands are also available through the growing e-commerce channel that is helping them to expand their reach and
presence in India and international markets.
Fashion Investments
We are focused on investing in and building the portfolio of fashion brands. To strengthen our portfolio in the fast
growing ladies ethnic, casual, designer and fusion wear segments we have invested in fashion brands. This strategy
will help us in ensuring availability of various fashion brands for distribution as well as provide opportunity to encash
the investment at appropriate valuation.
And Designs India Limited (AND)
And Designs primarily caters to the women’s apparel market, with a focus on western wear. The brand is designed by
Anita Dongre, a noted fashion designer in the country, who has been able to build a scalable fashion business. AND is
a well established and one of the largest brand in Designer Apparel for Women under the Brand “AND”, “Anita
Dongre Inter Pret”, a mix and match western wear fashion brand, “Anita Dongre Timeless”, a custom made occasion
wear, “GRASSROOT”, an organic clothing line and “Globaldesi”, an ethnic fusion wear. During recent years, the
company has also launched exclusive designer wear bridal collection and menswear under the brands Anita Dongre
Inter Pret and AD man and AND, thereby further consolidating its portfolio and its position in Western, Casual, ethnic
and Formal women wear and men’s wear. Our Company has a 22.86% stake in AND.
For the fiscal year ended March 2013, the company posted an aggregate turnover of Rs.181.47 crores and EBIDTA of
Rs.37.19 crores registering a growth of 52.75% and 61.61 % respectively over previous year.
59
Industree Crafts Private Limited
The company retails environmentally and socially sustainable products, including apparel, personal accessories,
furniture, handicrafts and home linen. The company has a 63.34% stake in the company
This company posted a turnover of Rs.4.10 crores (including other income) in the fiscal year ended March 2013
registering fall of 35% over previous year and EBIDTA of Rs.0.13 crore registering a growth of 111% over the
previous year. The company owns 63% stake in the company.
Turtle Limited
Turtle focuses exclusively on menswear and its most popular brand “London Bridge” offers international styles at
affordable prices. The company has a 26% stake in the company.
This company posted a aggregate turnover of Rs.127.52 crores in the fiscal year ended March 2013 registering a
growth of 4% over previous year and EBIDTA of Rs.15.14 crore registering a fall of 14% over the previous year.
Other Investments
Our Company also operates Independent equal joint ventures with foreign partners’ i.e French brand Celio and British
footwear brand, Clarks.
Encashment of investment
BIBA Apparels Private Limited (BIBA)
As part of its strategy to look for opportunity to make divestments of investments which provide appropriate
valuation, our Company has entered into Share Purchase and Subscription Agreement (SPSA) for sale of its entire
holding of 25.8% in Biba Apparels Private Limited (BIBA).
BIBA has an established presence in women ethnic wear segment in India since 1988, which includes ethnic
ensembles (salwar, kameez and dupatta), mix and match readymade clothing and unstitched fabric lengths all under
the brand “BIBA”. BIBA has also received an overwhelming response to its kidswear collection launched during the
previous year.
Integrated Business Model
In managing and operating the business, our Company follows a vertically integrated business model encompassing
the following stages: trend spotting, brand building, product development, manufacturing and distribution, which are
set out below:
Trend Spotting
Our Company keeps track of customer preference and emerging trends in the lifestyle fashion market. Market research
team does consumer research and spots trends at early stage, which can be about customer taste, preference, fashion,
looks, styles, needs and wants. We evaluate these trends as to whether they would spread and survive for long and if
they offer a business opportunity to create new customer segment, market, product line etc. as scalable business. These
trends lead to creation of new brands, products or offerings to meet the consumer need. For example, our Company
spotted that yoga could be a big trend and looked at what product offerings could be made for yoga needs of
consumers. Our Company, accordingly, created a brand "Urban Yoga" offering fashion products for yoga enthusiasts.
Brand Building
Our Company, based on consumer needs and business opportunity, creates, develops and nurtures brands to make the
product offering for lifestyle needs of consumer. We have a team of brand managers to develop and manage the
lifestyle fashion brands. Our Company has portfolio of brands to meet the needs of different customer segments in
Lifestyle fashion business. The process of brand building includes activities like branding, in-store display and
promotion, mass media communication through print, hoardings and electronic media, event sponsorships and
associations. This creates mind share for the brand and market share follows.
Product Development
60
Our Company develops the product offering within the brands. The process of product development includes
designing, branding, packaging, display standards and pricing the product. The process of product development is
based on the fashion forecasting done by internal team considering fashion trends, input material like fabrics, trims,
colour pallets, styles, fits, etc. The product lines are developed for all existing brands for each season. The process of
product development also involves for new product development for new brand offering or new line of collection in
existing brands. The product samples are then made to complete the collection for the season. The branding and
distribution team work collaboratively with product development team in product selection out of product developed.
Manufacturing
The manufacturing process starts once product selection for the next season is completed. The process of
manufacturing involves identifying vendor/factory to manufacture, source of raw material and other inputs that go into
manufacturing. Our Company provides the manufacturer with design, product specification, input material like
fabrics, trims, branding material, etc. and does the quality checks at manufacturer’s facilities and gets the finish
product at our distribution centre.
Distribution
Our Company's products are distributed through various channels. The different distribution channel used by our
Company is Exclusive Brand Outlets (EBO), Multi Brand Outlets (MBO), Own Retail Chain of stores, Wholesale in
General Trade and Exports. Our Company has chain stores Central, Brand Factory, aLL, Planet Sports, ‘I am in’ to
sell its products and brands. The brands of our Company are also sold through the other modern retail stores chains
Lifestyles, Shoppers Stop, Reliance Trends etc.
Marketing and Distribution
Our Company’s products are marketed through own retail chains, EBOs, MBOs, e-commerce and exports. Our
Company has 22 stores of Central, 27 stores of Brand Factory, 23 stores of aLL and 84 stores of Planet Sports
covering 3.65 million square feet of retail space in 36 cities in the country. We have over 128 EBOs covering 0.16
million square feet of retail space in over 46 cities and 14 states across the country. Our products are also distributed
through over 225 MBOs, having presence in over 80 cities across the country, which includes retail chains like
Reliance Trends, Lifestyle, Shoppers’ Stop, Pantaloons, etc.
Our Company is also part of “Payback” loyalty program under which our customers can earn points against their
purchases and redeem accumulated points at our as well as other Payback partner establishments. We also offer our
products at discounted rates twice in a year, which is a big marketing event to offer specialized deals to the customers
at large.
Competition
The fashion market in India is characterized by a large number of differentiated products with considerable overlap in
the functional utility of such products. Since there are large numbers of brands/ private labels/ suppliers in the fashion
market, both in organized and unorganized sector, the market is highly fragmented and competitive. Customers have a
choice of range of products which have similar characteristics but sold by different suppliers.
The organised segment of the market, while competing amongst the players in organised segment, also competes with
players in the un-organised segment in respect of products differentiated by only the brand but otherwise having
similar characteristics. Thus, in the Indian retail market, the customers look at suppliers/retailers in both the organised
and unorganised segments in exercising their shopping choices.
The competition in retail stores segment exists amongst organised retail players like Pantaloons, Central, Brand
Factory, Reliance Trends, Shoppers’ Stop, Westside, who compete for the share of consumer spend in the fashion
segment.
Infrastructure facilities
Our Company has strong infrastructure in place for logistics and IT needs of the Company. Our logistics infrastructure
covers warehouses for storage of both raw materials and finished goods and to ensures auto stock replenishment. We
also have reverse logistics as an integral part of the infrastructure facility, with a strong team for refinishing the
61
products. Our Company also has best-in-class IT infrastructure and systems which help us efficiently manage all our
operations.
Human Resources
Our Company employs over 6000 employees located at head office, zonal offices, retail stores and EBOs across the
country. Our Company has a “People Office” which takes care of acquisition, development and retention of right skills
and talent in a way that best supports the accomplishment of our Company’s goals and objectives. Our Company
believes in creating a culture and environment that allows it people resources to best utilize their skills, knowledge and
leadership abilities and collectively excel in serving the customers. Our Company runs a number of learning and
development programs for employees at each level.
Intellectual Property
Pursuant to the Scheme, our Company has acquired certain intellectual property rights (IPRs) and the process is under
way for getting the same transferred in name of our Company.
These IPRs include trademarks for product brands as well as stores brands. Product brands include Indigo Nation,
Scullers, Urbana, Jealous21, Urban Yoga, etc. Stores brands include “CENTRAL”, “Brand Factory”, “aLL” and
“Planet Sports”. In addition, manufacturing and marketing licenses include licenses for fashion brands like John
Miller, Bare, RIG, Spunk, Lombard, Buffalo, etc., which are owned by Future Brands Limited, one of the Future
group entities and exclusive manufacturing and marketing licenses for India for global brands like Manchester United,
Lee Cooper, Daniel Hechter, UMM, Converse, UMBRO, Champion etc.
Properties
Our registered office, zonal offices, retail stores and EBOs are being operated from the premises which have been
taken on lease/ leave and license and with such other arrangements.
Insurance
Our Company has taken insurance of all assets lying across locations. All our employees are also covered under
appropriate life insurance plan as per our Company’s policy. Further, we have taken medical insurance for those
employees, who are not covered under ESIC.
62
HISTORY OF OUR COMPANY AND CERTAIN CORPORATE MATTERS
Incorporation
Our Company was incorporated on May 30, 2012 within the jurisdiction of the Registrar of Companies, Maharashtra,
Mumbai under the name and style as Future Value Fashion Retail Limited and obtained the Commencement of
Business Certificate on June 15, 2012. The name of Our Company was then changed to its present name Future
Lifestyle Fashions Limited w.e.f. December 4, 2012 and was issued a fresh certificate of Incorporation by the
Registrar of Companies, Maharashtra, Mumbai.
Main object of our Company
To carry on in India and elsewhere in any place or places in the world the trade or the business of manufacturers,
makers, tailors, designers, exporters, importers, traders, dealers, merchants, shippers, indentors, distributors,
wholesalers, retailers, shopkeepers, hirers, commission agents, muccadums, brokers, stockists, mercantile agents,
forwarding agents, warehousemen, in all types of all products and services, dealing in all kinds of goods, materials
and items including but not limited to clothes, fashion products, life style products, apparels, general merchandise,
food & provisions, household goods, consumer durables, electronic items, arts and crafts, jewellery, home
improvement products, footwears, luggages, books & stationery, health care and beauty products, toys and music,
computers & accessories, telecom products, agri input products, furniture & furnishings, automobile & accessories
fabrics (including, without limitation, cotton, knitted, dyed, processed wool, jute, hemp, silk, nylon and allied
materials and articles), textile of all kinds, non wearables of all kinds (including, without limitation, industrial or
domestic wearable and non- wearable, carpets and rugs, strapes, tapes, ribbon, elastic, braids, labels, etc.) and any
other products, goods and services not specifically listed above through one stop solution for sale, purchase, export,
import, trade and the like through any means and formats, including, without limitation, hyper markets, super
markets, mega stores, discount stores, factory outlets, warehouses, cash & carry, departmental stores, shoppers plaza,
direct to home, phone order and mail order, catalogue, through internet and other forms and multi level channels for
all products and services, dealing in all kinds of goods, materials and items including all types of insurance and/ or
financial products, gift card and vouchers, educational products, and such other products which can be distributes,
marketed or sold in any other manner whether through retail outlets, departmental stores, chain shops, arcades, value
stores or specialised shops, stores either owned and managed by the company or taken on lease, rent or through
franchisees as may be deemed feasible by the company.
Registered Office
The registered office of our Company is situated at Knowledge House, Shyam Nagar, Off Jogeshwari-Vikhroli Link
Road, Jogeshwari (East), Mumbai 400 060. Our Company has been permitted by Future Retail Limited, one of our
Promoters, to use the said premises through letter dated May 30, 2012.
Changes in Memorandum and Articles of Association since incorporation
a.
The Authorized Capital of our Company was increased to Rs. 50,00,00,000/- (Rupees Fifty Crore) from
Rs.5,00,000/- (Rupees Five Lac) by creation of new 4,99,50,000 equity shares of Rs.10/- each ranking pari
passu with existing equity shares by amending the Capital Clause of the Memorandum of Association through
an ordinary Resolution passed at an Extra Ordinary General Meeting held on November 8, 2012.
b.
The Auhorised Capital of our Company was sub-divided from Rs.50,00,00,000/- (Rupees Fifty Crore) divided
into 5,00,00,000 equity shares of Rs.10/- each to Rs.50,00,00,000/- (Rupees Fifty Crore) divided into
25,00,00,000 equity shares of Rs.2/- each through an ordinary resolution passed at the Extra Ordinary General
Meeting held on November 9, 2012.
c.
The Main Object Clause of the Memorandum of Association of our Company was amended through a Special
Resolution passed at an Extra Ordinary General Meeting held on November 9, 2012.
d.
Special Resolution was passed by the shareholders at an Extra Ordinary General Meeting held on November 9,
2012 to change the name of our Company from Future Value Fashion Retail Limited to Future Lifestyle
Fashions Limited.
e.
Special Resolution was passed by the shareholders at an Extra Ordinary General Meeting held on December 6,
2012 to alter the Articles of Association by adoption of new set of Articles of Association.
63
Shareholders Agreement
There is no agreement executed between any of our shareholders and our Company.
Strategic / Financial Partners and Other Material Contracts
Our Company does not have any strategic/financial partners or has not entered any material contracts other than in
ordinary course of business. However, pursuant to the Scheme, our Company is in the process of completing
necessary documentaion including required agreements to give effect to the Scheme.
Subsidiaries of our Company
Pursuant to the FVIL Demerged Undertaking of FVIL, Indus-League Clothing Limited, Indus Tree Crafts Private
Limited and Indus Tree Producer Transform Private Limited have become subsidiaries of our Company. Details of
said subsidiaries are as follows:
Indus-League Clothing Limited
Corporate Information
Indus-League Clothing Limited (“Indus- League”) was incorporated on November 25, 1998 and is involved in the
business of designing, manufacturing, marketing of readymade apparels and accessories.
Interest of our Company in Indus-League Clothing Limited
Our Company holds 2,89,00,863 Equity Shares in Indus-League Clothing Limited representing 95.29% of the paid up
capital.
Authorised Capital of Indus-League Clothing Limited is Rs.60,00,00,000/- divided into 60,00,00,000 equity shares of
Rs.1/- each. Issued and Paid up share capital of Indus-League Clothing Limited is Rs.3,03,28,227/- divided into
3,03,28,227 equity shares of Rs.1/- each.
Board of Directors
Directors of Indus-League Clothing Limited are:
1.
2.
3.
4.
Mr. Rakesh Biyani
Mr. K K Rathi
Mr. Kailash Bhatia
Mr. Jagdish Shenoy
Financial Information
Particulars
Revenues from operations and other Income
For the year
ended 31/03/2013
21,264.73
For the year
ended 31/03/2012
36,952
(Rs. in lacs)
For the year
ended 31/03/2011
26,679
Profit after tax/(loss)
114.79
375.47
504.74
Reserves and Surplus (excluding revaluation
7,359.65
16,696.43
15,240
reserves)
EPS (Rs.)
0.38
1.28
1.72
Net Asset Value per Share (Rs.)
25.26
65
62
Profits/ (Loss) of Indus-League Clothing Limited have not been accounted for by our company as of March 31, 2013
Indus Tree Craft Private Limited
Corporate Information
Corporate Information: Indus Tree Crafts Private Limited (“ICPL”) was incorporated on December 23, 1994 and is
involved in the business of designing, creating, exporting, domestic retailing and distribution of a wide range of
environmentally and socially sustainable products.
64
Interest of our Company in Indus Tree Craft Private Limited
Our Company holds 86,385 Equity Shares in Indus Tree Crafts Private Limited representing 63.34% of the paid up
capital.
The Authorized capital is 1,50,000 equity shares of Rs.100/- each and and 9,00,000 preference shares of Rs. 100/each aggregating to Rs. 10,50,00,000. The paid up share capital is Rs.1,36,38,500 divided into 136,385 equity shares
of Rs.100/- each.
Board of Directors
Directors of Indus Tree Crafts Private Limited are:
1. Neelam Chhiber
2. Gita Ram
3. Sankar Datta
4. Arun Gupta
Financial Information
For the year ended
31/03/2013
410.18
For the year ended
31/03/2012
633.97
(Rs. in lacs)
For the year ended
31/03/2011
1,019.68
Particulars
Revenues from operations and other
Income
Profit after tax/(loss)
(125.81)
(197.59)
(348.14)
Reserves and Surplus (excluding
269.71
395.50
86.85
revaluation reserves)
EPS (Rs.)
(92.25)
(171.57)
(330.50)
Net Asset Value per Share (Rs.)
338.29
431.53
237.58
Profits/ (Loss) of Indus Tree Crafts Private Limited have not been accounted for by our company as of March 31,
2013.
Indus Tree Producer Transform Private Limited
Corporate Information
Indus Tree Producer Transform Private Limited (“ITPTPL”) was incorporated on July 15,2010 and is involved in the
business of designing, retailing, wholesale trading, exporting handicrafts, handloom, personal care and value added
food items made by commodities. This includes garment, furniture, personal and home accessories, utility items,
textiles, leather, natural fibre, stone wood glass rubber items as well as personal care such as sopes, shampoos,
cosmetics and value added food such as staples, cereals, spices, tea, coffee, pickles, papads, juices, ready to eat and
ready to prepare items.
Interest of the Promoter in the Company
Indus Tree Crafts Private Limited holds 100% Share Capital in Indus Tree Producer Transform Private Limited. Indus
Tree Producer Transform Private Limited is a step down subsidiary of our Company.
Authorised Share Capital of Indus Tree Producer Transform Private Limited is Rs.1,00,00,000/-. Issued and Paid up
share capital of the Company is Rs.69,43,500.
Board of Directors
Directors of Indus Tree Producer Transform Private Limited are:
1. Neelam Chhiber
2. Gita Ram
Financial Information
Particulars
Revenues from operations and other Income
Profit after tax/(loss)
Reserves and Surplus (excluding revaluation reserves)
EPS (Rs.)
Net Asset Value per Share (Rs.)
For the year
ended 31/03/2013
2,016.14
(220.71)
(546.69)
(31.79)
(68.73)
65
For the year
ended 31/03/2012
1,063.12
(324.14)
(325.98)
(79.76)
(36.95)
(Rs. in lacs)
For the year
ended 31/03/2011
Nil
(1.84)
(1.84)
(18.36)
(8.36)
Associates and Joint Ventures
Pursuant to the FVIL Demerged Undertaking of FVIL, the following companies have become our Joint Venture
partner.
1.
And Designs India Limited(“AND”)
Corporate Information
And Designs India Limited (“ADIL”) was incorporated on March 14, 1995. ADIL caters to the women‘s apparel
market, with focus on western and ethnic wear.
Interest of our Company
Our Company holds 882,380 Equity Shares in AND representing 22.86% of the paid up capital.
Board of Directors
Directors of AND are:
1. Ms. Ashni Biyani
2. Ms. Anita Dongre
3. Ms. Meena Sehra
4. Mr. Mukesh Sawlani
Financial Information
Particulars
Revenues from operations and other Income
Profit after tax/(loss)
Reserves and Surplus
(excluding revaluation reserves)
EPS (Rs.)
Net Asset Value per Share (Rs.)
2.
For the year
ended 31/03/2013
18189.77
2035.08
4678.60
For the year
ended 31/03/2012
11,891.86
1,243.33
2,756.94
49.79
131.23
20.74
81.43
(Rs. in lacs)
For the year
ended 31/03/2011
8,079.13
820.26
1,832.12
399.00
1,049.44
Holii Accessories Private Limited(“Holii”)
Corporate Information
Holii Accessories Private Limited was originally incorporated as “Purvi Mall Management Private limited” on
February 22, 2007. Subsequently, on April 13, 2009, its name was changed to Holii Accessories Private Limited. Holii
is involved in the business of retailing fashion accessories such as leather handbags, wallets and other accessories.
Interest of our Company
Our Company holds 20,00,000 Equity Shares in Holii 50.00% of the paid up capital.
Board of Directors
Directors of Holii are:
1. Ashni Biyani
2. Arun Gupta
3. Dilip Kapur
4. Jacqueline Kapur
Financial Information
Particulars
Revenues from operations and other Income
Profit after tax/(loss)
Reserves and Surplus (excluding revaluation reserves)
EPS (Rs.)
Net Asset Value per share (Rs.)
(Rs. in lacs)
For the year
For the year
For the year
ended 31/03/2013 ended 31/03/2012 ended 31/03/2011
464.98
570.60
393.41
(269.75)
(190.37)
(174.19)
(245.51)
(245.76)
(235.38)
(6.95)
(5.33)
(9.36)
3.86
3.36
3.27
66
3.
Clarks Future Footwear Limited
Corporate Information
Clarks Future Footwear Limited (“Clarks”) was incorporated on 9th August, 2010. Clarks is engaged in the business of
single brand wholesale and retailing of footwear under the brand name ‘Clarks’.
Interest of our Company
Our Company holds 1,77,50,000 Equity Shares in Clarks Future Footwear Limited representing 50.00% of the paid up
capital.
Board of Directors
Directors of Clarks Future Footwear Limited are:
1. Mr. Rakesh Biyani
2. Mr. K K Rathi
3. Mr. Andrew Martland
4. Mr. Michael Coley
Financial Information
Particulars
Revenues from operations and other Income
Profit after tax/(loss)
Reserves and Surplus (excluding revaluation reserves)
EPS (Rs.)
Net Asset Value per Share (Rs.)
4.
For the year
ended 31/01/2013
5,276.24
(1,449.00)
(2,405.85)
(4.35)
3.22
For the year
ended 31/01/2012
2,370.97
(830.59)
(956.85)
(4.25)
5.12
(Rs. in lacs)
For the year
ended 31/01/2011
2.41
(126.25)
(126.25)
(6.64)
6.77
Celio Future Fashion Limited(“Celio”)
Corporate Information
Celio Future Fashion Limited (“Celio”) was incorporated on 5th May, 2008. Celio is engaged in the business of single
brand retailing of men’s wear.
Interest of our Company
Our Company through Indus-League Clothing Limited holds 13,19,441 Equity Shares in Celio 50.00% of the paid up
capital.
Board of Directors
Directors of Celio are:
1. Mr. Rakesh Biyani
2. Mr. Kailash Bhatia
3. Mr. K K Rathi
4. Mr.Lalit Mathur
5. Mr. Pierre Parlongue
6. Mr. Jean Marie Dominique Rubens
Financial Information
Particulars
Revenues from operations and other Income
Profit after tax/(loss)
Reserves and Surplus (excluding revaluation reserves)
EPS (Rs.)
Net Asset Value per Share (Rs.)
For the year
ended 31/01/2013
6,509.91
(2,974.62)
(2,814.87)
(124.58)
(96.67)
67
For the year
ended 31/01/2012
5,246.79
(3,131.72)
(794.85)
(177.84)
(23.33)
(Rs. in lacs)
For the year
ended 31/01/2011
3,237.56
(842.96)
259.09
(72.50)
83.88
5.
Turtle Limited(“Turtle”)
Corporate Information
Turtle Limited (“Turtle”) was incorporated on August 19, 1992. Turtle’s business focuses on manufacturing and
retailing of readymade garments.
Interest of our Company
Our Company through Indus League-League Clothing Limited holds 15,60,000 Equity Shares in Turtle Limited
representing 26.00% of the paid up capital.
Board of Directors
Directors of Turtle Limited are:
1. Mr. Sanjay Jhunjhunwalla
2. Ms. Saloni Jhunjhunwalla
3. Mr. Shitanshu Jhunjhunwalla
4. Ms. Hemlata Jhunjhunwalla
5. Mr. Amit Ladsaria
6. Ms. Anu Ladsaria
7. Mr. Rakesh Biyani
8. Mr. K K Rathi
Financial Information
Particulars
Revenues from operations and other Income
Profit after tax/(loss)
Reserves and Surplus (excluding revaluation reserves)
EPS (Rs.)
Net Asset Value per Share (Rs.)
For the year
ended 31/03/2013
12,803.18
255.64
1,867.48
4.26
2,467.48
For the year
ended 31/03/2012
12,277.48
647.37
1,681.57
10.79
2,281.58
(Rs. in lacs)
For the year
ended 31/03/2011
8,615.88
434.14
1,103.94
7.24
1,703.94
Neither our subsidiaries nor associates nor joint ventures have made any public or rights issue in the last three years
and have not become sick companies under the meaning of SICA and are not under winding up.
68
OUR MANAGEMENT
Board of Directors
The following table sets forth details regarding our Board of Directors
Name of Directors, Age in Years,
Designation, Occupation, Father’s Name
Date of
and Address
appointment
Other Directorships
Mr. Kishore Biyani, 53 years
December 6, 2012 1. Future Retail Limited
Managing Director with effect from June 25,
2. Future Generali India Life Insurance
2013
Company Limited
3. Future Generali India Insurance Company
Occupation: Business
Limited
4. Future Ventures India Limited
S/o Mr. Laxminarayan Biyani
5. Future Media (India) Limited
6. Future Corporate Resources Limited
406, Jeevan Vihar, Manav Mandir Road,
7. Embassy Property Developments Private
Malabar Hill, Mumbai 400 006
Limited
8. Retailers Association of India
DIN: 00005740
9. Eclipse Infrastructure Private Limited
10. Sanavi Multitrading Private Limited
11. Ucchal Infrastructure Private Limited
12. U-Phase Infraprojects Private Limited
13. Softtouch Multitrading Private Limited
14. White Circle Mercantile Private Limited
Mr. Shailesh Haribhakti, 57 Years
June 10, 2013
1. Future Retail Limited
Independent Non Executive Director
2. Mahindra Lifespace Developers Limited
3. Blue Star Limited
Occupation: Chartered Accountant
4. Hercules Hoists Limited
5. ACC Limited
S/o. Vishnubhai Haribhakti,
6. Ambuja Cements Limited
7. Hexaware Technologies Limited
Flat No. 228, B Wing, Kalpataru Habitat,
8. JK Paper Limited
22nd Floor, Dr. S.S Rao Road, Parel, Mumbai
9. Raymond Limited
- 400012
10. L&T Finance Holdings Limited
11. Torrent Pharmaceuticals Limited
DIN: 00007347
12. NSDL e-Governance Infrastructure Limited
13. Viom Networks Limited
14. Haribhakti Moti India Private Limited
15. DH Consultants Private Limited
16. Quadrum Solutions Private Limited
17. JM Financial Asset Reconstruction Company
Private Limited
18. AAA Infrastructure Consulting AND
Engineers Private Limited
19. Reliance Enterprises And Ventures Private
Limited
20. AAA International Capital Private Limited
21. ADA Enterprises And Ventures Private
Limited
22. AAA Industries Private Limited
23. MentorCap Management Private Limited
24. D. B. Desai Consulting Private Limited
25. Financial Planning Supervisory Foundation
26. Milestone Capital Advisors Limited
27. Planet People and Profit Consulting Private
Limited
Mr. Rakesh Biyani, 41 Years
June 10, 2013
1. Future Retail Limited
Non-Executive Director
2. Future Supply Chain Solutions Limited
69
Occupation: Business
S/o. Mr. Gopikishan Biyani
308, Jeevan Vihar, Manav Mandir Road,
Malabar Hill, Mumbai 400 006
DIN: 00005806
Dr. Darlie Koshy, 58 Years
Non-Executive Independent Director
June 10, 2013
3. Goldmohur Design And Apparel Park
Limited
4. Future Knowledge Services Limited
5. Indus-League Clothing Limited
6. Celio Future Fashion Limited
7. Future Axiom Telecom Limited
8. Turtle Limited
9. Futurebazaar India Limited
10. Clarks Future Footwear Limited
11. Manchester Sports Academy Private Limited
12. Retailers Association's Skill Council of India
13. Future Value Retail Limited
14. nuFuture Digital (India) Limited
15. Parvat View Properties Private Limited
16. Umber Properties Private Limited
17. Ucchal Infrastructure Private Limited
18. RGB Enterprises Limited
1. Future Retail Limited
Occupation: Service
S/o. Oommen Koshy
U 23/25 FF Town House, DLF Qutab
Enclave, Phase III, Gurgaon, 122002
(Haryana)
DIN: 00023527
Mr. C P Toshniwal, 47 Years
Non Executive Director
March 2, 2013
Occupation: Service
S/o. Mr. Ramgopal Toshniwal
A – 407/408, A Wing, Oberoi Splendor,
Jogeshwari Vikhroli Link Road, Andheri
East, Mumbai 400060
DIN: 00036303
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
Future Axiom Telecom Limited
Future Agrovet Limited
Future Media (India) Limited
Future Supply Chain Solutions Limited
Future Brands Limited
Future Knowledge Services Limited
Future E-Commerce Infrastructure Limited
Future Value Retail Limited
Future Consumer Products Limited
Apollo Design Apparel Parks Limited
Future Learning and Development Limited
Future Corporate Resources Limited
nuFuture Haribhakti Business Services
Limited.
Future Human Development Limited
Central Departmental Stores Private Limited
Anchor Residency Private Limited
Sprint Advisory Services Private Limited
Sun City Properties Private Limited
Shendra Advisory Services Private Limited
Shreya Mall Management Private Limited
There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which
of the directors was selected as a director or member of senior management.
Brief Profile of the Directors
1.
Mr. Kishore Biyani
Mr. Kishore Biyani is the Managing Director of the Promoter of our Company Future Retail Limited and founder
of Future Group. He is considered as a pioneer of modern retail in India. He has led the Group’s foray into
organized retail with the opening of the Pantaloons Stores, Big Bazaar, Food Bazaar, Central, Home Town and
70
many other formats in fashion and accessories, and consumption of fast moving goods. His efforts also brought
the evolution of the Group in the areas of Retail, Brands, Space, Capital, Logistics, insurance and Media. He has
been regularly ranked among India’s most admired CEOs, he is the author of the book ‘It Happened in India’. He
has won numerous awards from government bodies and the private sector in India and abroad and is on the board
of a number of bodies, including the National Innovation Foundation in India and the New York Fashion Board.
2.
Mr. Rakesh Biyani
Mr. Rakesh Biyani, Non Executive Director of our Company is also a Joint Managing Director of Future Retail
Limited. He has been associated with Future Group for over 20 years and has been actively involved in the
growth of various business formats of the Group. In his executive role as the Joint Managing Director of Future
Retail Limited, Mr. Rakesh Biyani leads the management and expansion of the company’s flagship formats
‘Central’, ‘Big Bazaar’and‘Food Bazaar’. Mr. Rakesh Biyani is actively involved in Category Management,
Retail stores operations and Information Technology. He has done an Advanced Management Program course
from Harvard and is a commerce graduate from HR College, Bombay.
3.
Mr. Shailesh Haribhakti
Shailesh Haribhakti is a Chartered and Cost Accountant, and a Certified Internal Auditor, Financial Planner &
Fraud Examiner. During a career span of four decades, he has successfully established and led many innovative
services. Mr. Haribhakti lends his expertise to several professional and regulatory bodies, and has played a
leadership role across several of these bodies. He is currently associated with:
National Stock Exchange of India as Member, Futures and Options Committee;
Indian Merchants Chamber (IMC) as Member, Managing Committee and as Chairman, Energy &
Environment Committee;
Member, Corporate Governance Committee at Confederation of Indian Industry (CII);
Member, Managing Committee of The Associated Chambers of Commerce and Industry (ASSOCHAM);
Trustee of NPS Trust – constituted by The Pension Fund Regulatory & Development Authority (PFRDA);
Chairman of Advisory Council and Nomination Committee of Financial Planning and Standards Board
(FPSB).
Mr. Shailesh Haribhakti also held the following positions in past:
As a member of the Committee on Disclosures and Accounting Standards and Member of Takeover Panel
constituted by Securities and Exchange Board of India (SEBI);
As a Member, Standards Advisory Council of International Accounting Standards Board (IASB);
As a President, Bombay Chapter of the Institute of Internal Auditors (IIA);
As a Chairman, Western India Regional Council of The Institute of Chartered Accountants of India (ICAI);
As a Chairman of Financial Planning and Standards Board
Mr. Haribhakti is an active speaker at several seminars, conferences and training programs, and has been
associated with IIM-Ahmedabad as visiting faculty from 1981 to 1983. .
Mr. Haribhakti has also been awarded the following recognition:
“Distinguished Fellowship of IOD (Institute of Directors) Award – 2009”, presented by the Institute of
Directors;
“The Best Non-Executive Independent Director – 2007”, award by The Asian Centre for Corporate
Governance and IMC
Dr. Darlie Koshy
Dr. Darlie Koshy is a Non-executive Independent Director of our Company. He has served the National Institute
of Design (Ministry of Commerce, Govt. of India) as Director for two terms. Prior to this, he was the founding
Chairperson of Fashion Management at the National Institute of Fashion Technology (Ministry of Textiles, Govt.
of India). He is currently Director General and CEO of ATDC Network of 58 Institutes / Centres and two
premier campuses of Institute of Apparel Management under the aegis of AEPC (Sponsored by Ministry of
Textiles, GOI). Dr. Koshy received the Delhi IIT Alumni Award for his contributions to National Development
in 2008. Dr. Koshy has also been conferred with the ‘Star of Italian Solidarity’, one of the highest civilian awards
bestowed by the Government of Italy. Dr. Koshy is the author of three pioneering books, including the much
acclaimed Indian Design Edge. He holds a PhD from IIT Delhi, besides an MBA degree.
4.
5.
Mr. C P Toshniwal
Mr. C P Toshniwal, aged 47 years, is currently CFO of Future Retail Limited. He is a qualified Chartered
Accountant and Company Secretary. He possess nearly 25 years of experience in finance and taxation. He is a
member of the CII National Committee on Accounting Standards. He has been awarded the Best CFO Award2011 by the Institute of Chartered Accountants of India He is also holding position as Chairman of Finance
71
Committee of Retailer Association of India. He has represented Retail Industry on various topics of public
interest in different forums. He has strong domain knowledge of Indian Retail Industry with good understanding
of information technology systems and proven ability in setting up systems and procedures for robust
management accounting. He is having rich experience in the field of Corporate and Strategic Planning, Financial
Planning & restructuring, Risk Management System and process implementation, mergers, amalgamations,
takeover of business enterprises, raising capital through innovative financial products, and a very good leader
with strong relationship with stakeholders and employees. He has been awarded “CFO100 Roll of Honour” by
CFO India for his extraordinary performance as senior finance leader in Retail Industry.
Suspension of Trading / Delisting of company
None of the Directors is or was a director of any listed company whose shares have been/were suspended from being
traded on the Bombay Stock Exchange Ltd. National Stock Exchange of India Ltd.
Further, except mentioned hereunder where Mr. Kishore Biyani was one of the directors, none of the Directors is or
was a director of any listed company which has been or was delisted from any recognised stock exchange in India
during the term of their directorship in such company:
Sr.
No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
Particulars
Information
Name of the company
PIL Industries Limited
Name of the stock exchanges on which the company BSE
was listed
Date of delisting on stock exchanges
April 3, 2007
Nature of delisting
Voluntary delisting
Reasons for delisting
Public shareholding was less than 10% of share
capital after consolidation of holding by promoters
Relisting of the company
No
Date of relisting, in the event the company is relisting Not applicable
Name of the stock exchanges on which the company Not applicable
was relisted
Term (along with the relevant dates) in the above January 4, 2005 to August 23, 2008
company
Relationship between the Directors
None of the Directors are related to each other pursuant to the provisions of the Companies Act, 1956.
BORROWING POWERS OF THE BOARD
Pursuant to the approval of the Shareholders at the Annual General Meeting held on May 9, 2013, the Board of
Directors of our Company is authorised to borrow any sum of money to the extent of Rs.3,000 Crore over and above
the aggregate of the paid up share capital and free reserves for the time being.
Compensation to our whole-time directors
Managing Director
As per recommendation of the Remuneration and Nomination Committee, Board of Directors in their Board Meeting
held on 25 June 2013 has appointed Mr. Kishore Biyani as Managing Director for a period of three years at a gross
remuneration of 2.23 crores per annum as under:
SL.NO.
1
2
3
4
PARTICULARS
Basic Salary
Ad-hoc Allowance
Contribution to Provident Fund (As per Company’s policy)
Commission upto 5% of Net profits subject to maximum of
TOTAL
72
AMOUNT PER ANNUM (RS.)
60,00,000
31,00,000
7,20,000
1,25,00,000
2,23,20,000
Managing Director has been entrusted with overall responsibility of operations and would be discharging his
responsibility under the supervision of the Board. Appointment of Managing Director as well as remuneration
payable will be subject to consent of the members approval (if any required) from the Central Government. Managing
Director shall not be paid any sitting fees. The Company as well as Managing Director shall be entitled to terminate
the appointment with written notice of six months or pay in lieu therof.
Date of Expiry of current term of Office of Directors
Mr. Kishore Biyani, has been appointed as our Managing Director w.e.f. June 25, 2013 for a period of 3 years.
All directors are liable to retire by rotation.
There are no benefits available to Directors upon termination of employment.
Shareholding of Directors
Sl. No.
Name of the Director
No of Shares
% Shareholding
1
Mr. Kishore Biyani
333
0.00
2
Mr. Rakesh Biyani
333
0.00
3
Mr. Shailesh Haribhakti
18,164
0.01
4
Dr. Darlie Koshy
Nil
0.00
5
Mr. C P Toshniwal
3,667
0.00
The Articles of Association of our Company do not require the Directors of our Company to hold any qualification
shares.
Interest of Directors
Our Managing Director, Mr. Kishore Biyani, is a promoter of our Promoters.
All the Directors may be deemed to be interested only to the extent of fees, if any, payable to them for attending
meetings of the Board or committees thereof as well as to the extent of reimbursement of expenses payable to them
under the Articles.
The Directors may also be regarded as interested in the shares held and subscribed by and allotted/transferred to the
companies, firms and trusts, in which they are interested as directors, Members, partners and or trustees. All Directors
may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by our
Company with any company in which they hold Directorships or any partnership firm in which they are partners as
declared in their respective declarations.
Further, the Directors are interested to the extent of equity shares that they are holding and are allotted to them
pursuant to the Scheme, and also to the extent of any dividend payable to them and other distributions in respect of the
equity shares.
Except as stated otherwise in this Information Memorandum, our Company has not entered into any contract,
agreement or arrangement during the preceding two years from the date of the Information Memorandum in which the
Directors are directly or indirectly interested.
Changes in the Board of Directors since incorporation of our Company
Sl. No
Name of the Director
Appointment/Resignation
1
Mr. Sanjay Rathi
Appointment
2
Mr. Deepak Tanna
Appointment
3
Mr. Tarun Bhargava
Appointment
4
Mr. Kishore Biyani
Appointment
5
Mr. Tarun Bhargava
Resignation
6
Mr. C P Toshniwal
Appointment
7
Mr. Rakesh Biyani
Appointment
8
Mr. Shailesh Haribhakti
Appointment
9
Dr. Darlie Koshy
Appointment
10
Mr. Sanjay Rathi
Resignation
11
Mr. Deepak Tanna
Resignation
73
Date
First Director
First Director
First Director
December 6, 2012
December 6, 2012
March 2, 2013
June 10, 2013
June 10, 2013
June 10, 2013
June 10, 2013
June 10, 2013
Corporate Governance
Our Company has complied with the requirements of the applicable regulations, including the listing agreement to be
entered into with the Stock Exchanges and the SEBI Regulations, in respect of corporate governance including
constitution of the Board and Committees thereof. The corporate governance framework is based on an effective
independent Board, separation of the Board‘s supervisory role from the executive management team and constitution
of the Board Committees, as required under law.
Our Company has already appointed required number of independent directors on its Board and has also constituted
the Audit Committee, Nomination and Compensation Committee and Shareholders/ Investors Grievances Committee.
Our Company has adopted the Corporate Governance Code as per Clause 49 of the listing agreement entered into with
the Stock Exchanges prior to listing.
DETAILS OF THE COMMITTEES OF BOARD ARE AS FOLLOWS:
Composition of Audit Committee
Sl. No
1
Name of the Director
Mr. Shailesh Haribhakti
Category
Independent Director
2
Dr. Darlie Koshy
Independent Director
3
Mr. C P Toshniwal
Non Executive Director
The Audit Committee was constituted by a meeting of our Board of Directors held on March 2, 2013.
The scope and function of the Audit Committee is in accordance with section 292A of the Companies Act and Clause
49 of the Listing Agreement and its terms of reference include the following:
1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure
that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the
statutory auditor and the fixation of audit fees.
3. Approval of and payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements before submission to the board for approval,
with particular reference to:
a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report
in terms of clause (2AA) of section 217 of the Companies Act, 1956
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f.
Disclosure of any related party transactions
g. Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in
the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation
of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in
this matter.
7. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal
control systems.
8. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit.
9. Discussion with internal auditors on any significant findings and follow up there on.
74
10. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the
board.
11. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern.
12. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders
(in case of non payment of declared dividends) and creditors.
13. To review the functioning of the Whistle Blower mechanism, in case the same is existing.
14. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the
finance function or discharging that function) after assessing the qualifications, experience & background, etc. of
the candidate.
15. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
Explanation (i): The term "related party transactions" shall have the same meaning as contained in the Accounting
Standard 18, Related Party Transactions, issued by The Institute of Chartered Accountants of India.
Explanation (ii): the audit committee shall have such additional functions / features as is contained in Sec 292 A of the
Companies Act, 1956.
Review of information by Audit Committee
The Audit Committee shall mandatorily review the following information:
 Management discussion and analysis of financial condition and results of operations;
 Statement of significant related party transactions (as defined by the audit committee), submitted by management;
 Management letters / letters of internal control weaknesses issued by the statutory auditors;
 Internal audit reports relating to internal control weaknesses; and
 The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by
the Audit Committee.
The powers of Audit committee include:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary
The Audit Committee is required to meet at least four times in a year under Clause 49 of the Listing Agreement
Composition of Shareholders’/Investors’ Grievance Committee
Sl. No
1
Name of the Director
Dr. Darlie Koshy
Category
Independent Director
2
Mr. Kishore Biyani
Managing Director
3
Mr. Rakesh Biyani
Non Executive Director
The Shareholders’/Investors’ Grievance Committee was constituted by a meeting of our Board of Directors held on
June 10, 2013.
The terms of reference of the Shareholders’/Investors’ Grievance Committee include the following:
1. To determine on behalf of Board the company’s policy on serving the investors in line with best corporate
governance norms.
2. To periodically review investor grievance mechanism of the Company.
3. To review and for redressal of investors' grievances regarding allotment of securities, issue of duplicate
certificates, dematerialisation of shares, non receipt of dividend etc. and other allied matters.
4. The committee is authorised to:

investigate any activity within its terms of reference;
75

Seek any information from any employee of the company. Employees are directed to cooperate with any
relevant request made.

Obtain outside legal or independent professional advice. Such advisors may attend meetings as necessary.

Incur such reasonable expenditure, as it deems necessary.
Composition of Nomination and Compensation Committee
Sl. No
Name of the Director
Category
1
Mr. Shailesh Haribhakti
Independent Director
2
Dr. Darlie Koshy
Independent Director
3
Mr. Rakesh Biyani
Non Executive Director
The Nomination and Compensation Committee was constituted by a meeting of our Board of Directors held on June
10, 2013.
Scope of work - Compensation Policy:
1. to review the compensation payable to the Chairman, Managing Director, Wholetime Director, Manager and other
managerial personnel of the Company.
2. to make recommendation to the Board on the Company’s policy and structure for remuneration of directors and if
referred to review the remuneration structure and compensation policy for the senior management;
3. to have the delegated responsibility to determine the specific remuneration packages of all executive directors,
including benefits in kind, pension rights and compensation payments and make recommendations to the Board
for the remuneration of non-executive directors. The Committee should consider factors such as salaries paid by
comparable companies, time commitment and responsibilities of the directors, employment conditions elsewhere
in the Company and desirability of performance-based remuneration;
4. to review and approve performance-based remuneration by reference to corporate goals and objectives resolved by
the Board from time to time;
5. to review and recommend for the Board’s approval of the remuneration package of Company’s Managing
Director;
6. subject to the provisions of Companies Act, 1956, to review and approve compensation arrangements relating to
dismissal or removal of directors for misconduct to ensure that such arrangements are determined in accordance
with relevant contractual terms and that any compensation payment is otherwise reasonable and appropriate;
7. to ensure that no director or any of his associates is involved in deciding his own remuneration; and
8. to establish and from time to time review the policy for ESOP and ESOS as well as issuance of SWEAT equity
shares to the managerial personnel and recommend the grants to be made of options under ESOP / ESOS;
9. to review the Company’s remuneration and human resources policy.
Scope of work -Nomination Policy
(a) to review the structure, size, composition (including the skills, knowledge and experience) and balance of the
Board on a regular basis and make recommendations to the Board regarding any proposed changes;
(b) to identify individuals suitably qualified to become Board members and select or make recommendations to the
Board on the selection of, individuals nominated for directorships;
(c) to assess the independence of independent non-executive directors; and
(d) to make recommendations to the Board on relevant matters relating to the appointment or re-appointment of
directors and succession planning for directors.
Composition of Management Committee:
Sl. No
1
Name of the Director
Mr. Kishore Biyani
Category
Managing Director
2
Mr. Rakesh Biyani
Non-executive Director
3
Mr. C P Toshniwal
Non Executive Director
The Management Committee was constituted by a meeting of our Board of Directors held on March 2, 2013.
Scope of work:
76
1. To authorize & approve, from time to time, opening of new stores, branches, warehouses and offices in any part of
the country.
2. To enter into various arrangements for the movement of man, materials and other requirements of the Company;
3. To give authorisation for filing of applications, forms or other documents for obtaining registration, licenses,
permission from any authority for carrying on the existing business activities / new business activities of the
Company in any part of India and to represent before such authorities on behalf of the Company;
(i)
To make application on behalf of the Company, as and when required, with various Government, QuasiGovernment, Municipal and such other authorities/ bodies/ departments such as Sales tax, Luxury tax,
ESIC, Shops & Establishment authorities etc., all over India
(ii)
To make application with the appropriate authorities anywhere in India, for new telephone lines for offices,
stores, warehouses and accommodations provided by the Company to its officials
(iii) To nominate employees at different locations for statutory compliances under various statutory enactments
4. Committee shall exercise specific powers relating to borrowings upto Rs.100 crores for any one borrowing and
opening of bank accounts and discharge procedural requirements for availing loans/ opening bank accounts and
deal with other matters relating to documentation, creation of security and incidental matters thereto and affixing
of Common seal of the Company on the documents, where necessary, in the presence of any one director of the
Company or such person as may be authorized by the Committee within the overall limit of the borrowing as
approved by the Board.
5. to give authorisation to apply, file and avail the services / connectivity of any services for offices, stores or other
places of the Company;
6. To acquire the fixed assets in the normal and ordinary course of business as per approved business plan on
outright basis or on lease or hire purchase or under any other type of finance scheme not exceeding valuation of
Rs.100 Crore;
7. To approve entering into, and executing Lease Agreements, Sub-Lease Agreements, Leave and License
Agreements, Conducting Agreements and SIS agreements or such other agreements in respect of possession and
use of premises, as may be deemed necessary on behalf of the Company, to authorize persons to sign such
agreements on behalf of the Company and present the said agreements for registration before the appropriate
registering authority, where required.
8. To approve entering into and to give authority to any person to enter into and execute on behalf of the Company
any service related agreement e.g. housekeeping, repair & maintenance, security etc. for office, stores and other
places of the Company;
9. To initiate and/ or defend, on behalf of the Company, any suits, anti-suits, appeals, petitions, affidavits, litigations,
legal proceedings etc. before any Court or Arbitration or any other judicial or quasi judicial authority or forum on
any matter and appoint any Attorney, advocates, counsel to appear before any of such Authorities on behalf of the
Company and/ or authorise any person/ official of the Company in this regard;
10. To make any investment in securities of any other bodies corporate, give any loan to place deposit with any body
corporate, banks, financial institutions or any other entities or person within aggregate and outstanding limits not
exceeding Rs.100 Crores (excluding any interest thereon) for the purpose of the business or any other general
corporate purpose;
11. To issue of Letter of Comfort to banks / institutions on behalf of subsidiaries, joint venture companies and
associates companies in the group.
12. To take any other decision on any matter to be arrived in day to day business activities of the Company;
KEY MANAGEMENT PERSONNELS (KMPs)
Mr. Vishnu Prasad
Vishnu Prasad is the CEO of Central and Brand Factory. He has over two decades of experience in building retail
networks and retail brands. He has been the CEO of Central chain, right from its inception and prior to that was also
among the core team that founded Big Bazaar chain. Pursuant to the Scheme, services of Vishnu Prasad were
transferred to our Company w.e.f. June 1, 2013.
Ms. Rachana Aggarwal
77
Rachana Aggarwal is the CEO of the brands division of our Company. In 1999, Rachana co-promoted the venture
capital funded brand-marketing firm, Indus-League Clothing Ltd. (ILCL) along with 7 other colleagues, which was
subsequently acquired by Future Group in 2005. Rachana took over as CEO of Indus-League Clothing Ltd in 2008.
Rachana began her career in 1992 with Madura Garments. Rachana holds a degree in Economics, from St. Xavier’s,
Calcutta and a Post Graduate diploma in Management from, The Indian Institute of Management, Ahmedabad.
Pursuant to the Scheme, services of Rachana Aggarwal were transferred to our Company w.e.f. June 1, 2013.
Mr. Kuldeep Sharma
Kuldeep Sharma is Head-Legal and Company Secretary of the Company since May 1, 2013 and associated with
Future Group since November 2010. He is Fellow Member of The Institute of Company Secretaries of India and holds
a Bachelor’s degree in Commerce and Law from Mumbai University. He has over 24 years of post qualification
experience in corporate & securities laws, compliance and information technology across industries like Information
Technology, Speciality Chemicals, Rating and Retail. Prior to joining the Company, he was Company Secretary &
Head-Legal of Future Value Retail Limited and prior to that, has worked with Cravatex Limited, CRISIL Limited,
Hico Products Limited and Hinditron Informatics Limited.
Since all the KMPs has joined our Company post March 31, 2013; no remuneration has been paid by our Company to
them during the fiscal 2012-13. All KMPs are our permanent employees. None of the KMPs is related to each other.
Shareholding of KMPs
Mr. Vishnu Prasad and Ms. Rachna Aggarwal hold 3,292 and 1,071 equity shares in our Company respectively.
Employees
Pursuant to the Scheme, employees of FRL and FVIL related to the FRL Demerged Undertaking and FVIL Demerged
Undertakings have been transferred to our Company. There are over 6,000 employees on the rolls of our Company as
on the date of this Information Memorandum.
78
PROMOTERS
Future Retail Limited and Future Corporate Resources Limited are the Promoters of our Company.
A. Future Retail Limited (FRL)
1. Incorporation & Registered Office
FRL was originally incorporated as Manz Wear Private Limited on October 12, 1987. It was converted into a public
limited company on September 20, 1991. On September 25, 1991, the name was changed to Pantaloon Fashions
(India) Limited. Its name was further changed to Pantaloon Retail (India) Limited on July 7, 1999. The name was
further changed to Future Retail Limited on March 16, 2013. In the year 1992, FRL made an initial public offering of
its equity shares. FRL has its registered office at Knowledge House, Shyam Nagar, Off Jogeshwari-Vikhroli Link
Road, Jogeshwari (East), Mumbai 400 060.
2. Brief history of FRL
FRL, promoted by Mr. Kishore Biyani, is the flagship company of Future Group and began its operations with one
Pantaloons store in Kolkata in 1997 and have since expanded to have a pan India presence. FRL operate its business
through 71 organized retail stores covering an aggregate area of 1.71 million sq fts. as on May 31, 2013. FRL
promoted several retail formats, including Pantaloons, Central, Big Bazaar, and Food Bazaar and private labels across
various lines of businesses like DJ&C, Bare, John Miller, Tasty Treat, Fresh and Pure, Cleanmate, Dreamline, Koryo
and Sensei. The equity shares of FRL are listed with BSE and NSE.
FRL operates one of the leading organized multi format retail businesses in India directly or indirectly through its
subsidiaries, associates and joint ventures in various formats such as fashion, food, general merchandise, home
improvement, furnishing solutions and consumer durables and electronics.
3. Shareholding pattern as on June 30, 2013
i.
Equity Shares
Statement Showing Shareholding Pattern
Table (I)(a)
Category
code
Category of
Shareholder
Number of
Shareholders
Total
number of
shares
Number of
shares held in
dematerialized
form
Total shareholding as a
percentage of total
number of shares
Shares Pledged or
otherwise encumbered *
As a
As a
Number of
percentage percentage
shares
of (A+B)1 of (A+B+C)
(I)
(II)
(A)
Shareholding
of
Promoter
and
Promoter Group
1
As a
percentage
(III)
(IV)
(V)
(VI)
(VII)
(VIII)
(IX)=
(VIII)/(IV)*100
Indian
(a)
Individuals / Hindu
Undivided Family
-
-
-
-
-
-
-
(b)
Central Government /
State Government(s)
-
-
-
-
-
-
-
(c)
Bodies Corporate
4
96,092,115
96,092,115
45
45
53,194,377
55
(d)
Financial Institutions/
Banks
-
-
-
-
-
-
-
(e)
Any Others(Specify)
-
-
-
-
-
-
-
Sub Total(A)(1)
4
96,092,115
96,092,115
45
45
53,194,377
55
2
Foreign
A
Individuals
(NonResidents Individuals
/ Foreign Individuals)
-
-
-
-
-
-
-
B
Bodies Corporate
-
-
-
-
-
-
-
C
Institutions
-
-
-
-
-
-
-
79
D
Qualified
Investor
-
-
-
-
-
-
-
E
Any Others(Specify)
-
-
-
-
-
-
-
Sub Total(A)(2)
-
-
-
-
-
-
-
Total Shareholding
of Promoter and
Promoter
Group
(A)= (A)(1)+(A)(2)
4
96,092,115
96,092,115
45
45
53,194,377
55
(B)
1
Foreign
Public shareholding
Institutions
(a)
Mutual Funds/ UTI
29
67,176,093
67,176,093
3
3
-
-
(b)
Financial Institutions
/
Banks
8
5,713,972
5,713,972
2
2
-
-
(c)
Central Government /
State Government(s)
-
-
-
-
-
-
-
Venture
Funds
1
8,159,147
8,159,147
4
4
-
-
(d)
Capital
(e)
Insurance Companies
13
1,756,330
1,756,330
1
1
-
-
(f)
Foreign Institutional
Investors
42
53,686,079
53,686,079
25
25
-
-
(g)
Foreign
Venture
Capital Investors
-
-
-
-
-
-
-
(h)
Qualified
Investor
-
-
-
-
-
-
-
(i)
Any Other (specify)
-
-
-
-
-
-
-
93
76,031,621
76,031,621
35
35
-
-
897
24,511,037
24,416,022
11
11
-
-
Individual
shareholders holding
nominal share capital
up to Rs. 1 lakh
51,720
11,034,946
9,974,454
5
5
-
-
II
Individual
shareholders holding
nominal
share
capital in excess of
Rs. 1 lakh.
24
5,952,226
5,952,226
3
3
-
-
(c)
Qualified
Investors
-
-
-
-
-
-
-
Foreign
Sub-Total (B)(1)
B2
Non-institutions
(a)
Bodies Corporate
(b)
Individuals
I
(d)
Foreign
Any Other (specify)
(d-i)
Clearing Member
488
1,817,104
1,817,104
1
1
-
-
(d-ii)
Non Resident Indians
322
163,590
161,590
0
0
-
-
(d-iii)
Directors &
Relatives
(Independent
Directors)
3
37,600
37,600
0
0
-
-
(d-iv)
Trust
5
13,200
13,200
0
0
-
-
Sub-Total (B)(2)
53,459
43,529,703
42,372,196
20
20
-
-
Total
Public
Shareholding (B)=
(B)(1)+(B)(2)
53,552
119,561,324
118,403,817
55
55
-
-
TOTAL (A)+(B)
53,556
215,653,439
214,495,932
100
100
53,194,377
25
(B)
their
80
(C)
Shares
held
by
Custodians
and
against
which
Depository Receipts
have been issued
1
Promoter
and
Promoter Group
-
-
-
-
-
-
-
Public
-
-
-
-
-
-
-
Sub-Total (C )
-
-
-
-
-
-
53,556
215,653,439
214,495,932
100
53,194,377
25
2
GRAND
TOTAL
(A)+(B)+(C)
(*) Information on encumbered shares is compiled as per the meaning assigned to the term 'encumbrance' under the SEBI (SAST)
Regulations, 2011.
ii.
Class B (Series-1) Shares
Statement Showing Shareholding Pattern
Table (I)(a)
Category
Category of
Number of
code
Shareholder
Shareholders
(I)
(A)
1
(a)
(b)
(c)
(d)
(e)
(II)
B
C
D
E
(c)
Total shareholding as a
percentage of total
number of shares
Shares Pledged or
otherwise encumbered *
As a
As a
Number
percentage percentage of shares
of (A+B)1 of (A+B+C)
(VI)
(VII)
(VIII)
As a
percentage
(IV)
(V)
9
10,836
10,836
0
0
-
-
6
8,511,025
8,511,025
53
53
6,634,384
78
-
-
-
-
-
-
-
15
8,521,861
8,521,861
53
53
6,634,384
78
Foreign
Individuals
(NonResidents Individuals/
Foreign Individuals)
Bodies Corporate
Institutions
Qualified
Foreign
Investor
Any Others(Specify)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Sub Total(A)(2)
-
-
-
-
-
-
-
15
8,521,861
8,521,861
53
53
6,634,384
78
3
30,947
30,947
0
0
-
-
3
166,342
166,342
1
1
-
-
-
-
-
Shareholding
of
Promoter
and
Promoter Group
Indian
Individuals/
Hindu
Undivided Family
Central Government /
State Government(s)
Bodies Corporate
Financial Institutions/
Banks
Any Others(Specify)
Total Shareholding
of Promoter and
Promoter
Group
(A)= (A)(1)+(A)(2)
(B)
1
(a)
(b)
Number of
shares held in
dematerialized
form
(III)
Sub Total(A)(1)
2
A
Total
number of
shares
Public shareholding
Institutions
Mutual Funds/ UTI
Financial Institutions /
Banks
Central Government /
State Government(s)
81
(IX)=
(VIII)/(IV)*100
-
-
(d)
(e)
(f)
(g)
(h)
(i)
Venture
Capital
Funds
Insurance Companies
Foreign Institutional
Investors
Foreign
Venture
Capital Investors
Qualified
Foreign
Investor
Any Other (specify)
5
39,560
39,560
0
0
-
-
3
95,281
95,281
1
1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
14
332,130
332,130
2
2
-
-
408
2,684,383
2,683,923
17
17
-
-
16,993
1,668,824
1,546,606
11
11
-
-
14
2,533,117
2,533,117
16
16
-
-
-
-
-
-
-
-
-
84
209
164,748
22,829
164,748
22,629
1
0
1
0
-
-
3
1,260
1,260
0
0
-
-
Sub-Total (B)(2)
17,711
7,075,161
6,952,283
45
45
-
-
Total
Public
Shareholding
(B)=
(B)(1)+(B)(2)
17,725
7,407,291
7,284,413
47
47
-
-
TOTAL (A)+(B)
17,740
15,929,152
15,806,274
100
100
6,634,384
42
-
-
-
-
-
-
-
Sub-Total (B)(1)
B2
(a)
(b)
I
II
(c)
(d)
(d-i)
(d-ii)
(d-iii)
(B)
(C)
1
2
Non-institutions
Bodies Corporate
Individuals
Individual
shareholders holding
nominal share capital
up to Rs. 1 lakh
Individual
shareholders holding
nominal share capital
in excess of Rs. 1
lakh.
Qualified
Foreign
Investor
Any Other (specify)
Clearing Member
Non Resident Indians
Directors & their
Relatives
(Independent
Directors)
Shares
held
by
Custodians
and
against
which
Depository Receipts
have been issued
Promoter
and
Promoter Group
Public
Sub-Total (C )
GRAND
TOTAL
(A)+(B)+(C)
17,740
15,929,152
15,806,274
100
100
6,634,384
42
(*) Information on encumbered shares is compiled as per the meaning assigned to the term 'encumbrance' under the SEBI (SAST)
Regulations, 2011.
82
4. Board of Directors
Name
Mr. Shailesh Haribhakti
Mr. Kishore Biyani
Mr. Rakesh Biyani
Mr. Vijay Biyani
Mr. Gopikishan Biyani
Mr. S. Doreswamy
Dr. Darlie Koshy
Mr. Anil Harish
Mrs. Bala Deshpande
Mr. V K Chopra
Designation
Chairman & Independent Director
Managing Director
Joint Managing Director
Wholetime Director
Non Executive Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
5. Financial Performance for the last 3 years
Particulars
Revenues from operations and other Income
Profit after tax/(loss)
Reserves and Surplus
(excluding revaluation reserves)
EPS (Equity Shares – Basic) (Rs.)
EPS (Class B (Series-1) Shares – Basic) (Rs.)
EPS (Equity Shares – Diluted) (Rs.)
EPS (Class B (Series-1) Shares – Diluted) (Rs.)
Net Asset Value per Share (Rs.)
For the period
ended 31/12/2012
7,01,543.00
27,326.00
For the year ended
30/06/2011
4,11,782.00
7,666.00
(Rs.in lacs)
For the year
ended 30/06/2010
6,01,900.00
17,956.00
3,27,623.00
2,67,123.00
2,52,748.00
12.08
12.12
12.08
12.12
143.47
3.54
3.64
3.44
3.54
124.35
8.46
8.56
8.21
8.31
124.61
6. Details of Past Public/Rights Issue/QIP
The initial public offering of equity shares of FRL having a face value of Rs.10 each took place in May, 1992. A total
of 2,550,500 equity shares were issued as part of the initial public offering and the issue price was Rs.10/- per equity
share.
The objects of the issue were as follows:
 Setting up of new stores/ retail outlets, upgrading/ modernization of the existing stores;
 Expansion/ up gradation of warehouses and information technology/ supply chain infrastructure; setting up of
new offices, training centre;
 Strategic Investments;
 General Corporate Purposes; and
 Meeting the expenses of the issue.
FRL has utilized the net proceeds arising out of the Issue for the stated objects.
FRL has made a rights issue of equity shares having a face value of Rs. 10 each that took place in December, 2005.A
total of 4,481,180 equity shares were issued as part of the rights issue and the issue price was Rs. 500 per equity share.
The objects of the rights issue were setting up of new stores/ retail outlets, upgrading/ modernization of the existing
stores, expansion/ upgradation of warehouses and information technology/ supply chain infrastructure; setting up of
new offices, training centre and other strategic investments. FRL has utilized the net proceeds arising out of the Issue
for the stated objects.
FRL has made a Qualified Institutional Placement in December 2006 of 6,265,060 equity shares of Rs. 2 each at a
price of Rs. 415 per Equity Share, including a premium of Rs. 413 per Equity Share, aggregating Rs. 259.99 Crores.
FRL has utilized the net proceeds arising out of the Issue for the stated objects. Further, FRL has made another
Qualified Institutional Placement in November 2009 of 1,58,22,200 equity shares of Rs. 2 each at a price of Rs. 316
per Equity Share, including a premium of Rs. 314 per Equity Share, aggregating Rs. 499.98 Crores. FRL has utilized
the net proceeds arising out of the Issue for the stated objects.
7. Permanent Account Number (PAN)
Permanent Account Number (PAN) of FRL is AAACP6317L.
83
8. Information about share price
i.
Equity Shares - for the last 6 months
BSE
Month
March 2013
April 2013
May 2013
June 2013
July 2013
August 2013
NSE
High (Rs.)
189.30
169.40
158.30
149.90
106.75
95.00
Low (Rs.)
137.00
136.30
127.25
80.20
77.25
63.30
High (Rs.)
189.50
169.25
158.30
152.00
107.15
95.00
Low (Rs.)
137.00
136.00
127.00
80.20
77.05
63.00
High and low prices are based on intraday trading prices. Source: www.bseindia.com &www.nseindia.com
ii.
Class B (Series-1) Shares - for the last 6 months
BSE
NSE
Month
High (Rs.)
Low (Rs.)
High (Rs.)
Low (Rs.)
March 2013
146.50
106.00
145.65
101
April 2013
133.80
104.00
130.95
104
May 2013
116.75
101.25
120.00
101.00
June 2013
115.00
49.70
116.40
48.00
July 2013
68.00
42.25
67.35
42.00
August 2013
49.75
31.00
49.70
30.10
High and low prices are based on intraday trading prices. Source: www.bseindia.com &www.nseindia.com
Particulars of high, low and average prices of the shares during the preceding three years
BSE - FRL
Fiscal Year
April-2010-March-2011
April-2011-March-2012
April-2012-March-2013
High
(Rs.)
517.40
347.40
266.75
Date of High
Low (Rs.)
Date of Low
Average Price
Oct-05-2010
July-28-2011
Jan-08-2013
234.50
127.10
132.00
Feb-10-2011
Jan-02-2012
May-17-2012
400.30
226.58
189.14
BSE - FRLDVR
Fiscal Year
April-2010-March-2011
April-2011-March-2012
April-2012-March-2013
High
(Rs.)
403.80
205.15
184.60
Date of High
Low (Rs.)
Date of Low
Average Price
Nov-08-2010
July-27-2011
Jan-08-2013
173.10
81.50
91.50
Mar-29-2011
Jan-05-2012
April-23-2012
301.13
144.74
131.30
NSE - FRL
Fiscal Year
April-2010-March-2011
April-2011-March-2012
April-2012-March-2013
High
(Rs.)
540.00
367.20
267.15
Date of High
Low (Rs.)
Date of Low
Average Price
Sept-27-2010
June-15-2011
Jan-10-2013
234.40
127.25
131.95
Feb-10-2011
Jan-02-2012
May-17-2012
402.41
227.78
188.72
84
NSE - FRLDVR
Fiscal Year
April-2010-March-2011
April-2011-March-2012
April-2012-March-2013
High
(Rs.)
399.95
202.75
184.95
Date of High
Low (Rs.)
Date of Low
Average Price
Nov-09-2010
Aug-01-2011
Jan-08-2013
174.65
80.90
92.60
March-29-2011
Jan-05-2012
April-23-2012
302.51
145.75
131.48
B. Future Corporate Resources Limited (FCRL)
1. Incorporation & Registered Office
Future Corporate Resources Limited (FCRL) was originally incorporated as Simpleton Investrade Private Limited on
October 19, 2005. Its name was changed to Future Corporate Resources Private Limited w.e.f. July 26, 2011. The
name was further changed to Future Corporate Resources Limited w.e.f. August 24, 2011.
Registered Office of FCRL is situated at Knowledge House, Shyam Nagar, Off Jogeshwari Vikhroli Link Road,
Jogeshwari (E), Mumbai – 400060.
2. Brief history of FCRL
Future Corporate Resources Limited (FCRL) incorporated under the Companies Act, 1956 having its registered office
at Knowledge House, Shyam Nagar, Jogeshwari-Vikhorli Link Road, Jogeshwari (E), Mumbai -400 060 is promoted
by Mr. Kishore Biyani. FCRL is engaged in the business of advertisement, print media, space hire, event management,
Management Consultancy Services, communication business, etc.
3. Shareholding pattern as on March 31, 2013
Name of the shareholder
Samreen Multitrading LLP
Tanushri Infrastructure LLP
Kavi Sales Agency LLP
Oviya Multitrading LLP
Radha Multitrading LLP
Raja Infrastructure LLP
Salarjung Multitrading LLP
Total
No of shares
80,16,000
42,58,500
37,57,500
37,57,500
37,57,500
1002,000
5,01,000
2,50,50,000
4. Board of Directors
Name
Mr. Kishore Biyani
Mr. Anil Biyani
Mr. Vivek Biyani
Mr. Vijay Biyani
Mr. C P Toshniwal
Mr. Rajesh Kalyani
Mr. Dinesh Maheshwari
Ms Sangita Biyani
Ms Ashni Biyani
Designation
Director
Director
Director
Director
Director
Director
Director
Director
Director
85
%age
32.00
17.00
15.00
15.00
15.00
4.00
2.00
100.00
5. Financial Performance for the last 3 years
(Rs in lacs)
For the Year ended March 31
Particulars
2013
2012
2011
Sales and other income
40,349.41
36,788.38
10,101.58
PAT
(4964.07)
(6,651.18)
221.56
Equity Capital
2,505.00
2,505.00
1.00
Reserves & Surplus
(2,38,105.67)
243,069.74
252,220.92
Basic EPS (in Rs.)
(19.82)
(26.56)
1,103.07
Net Asset Value per Share (in Rs.)
960.52
980.34
25,22,219.20
FCRL is ultimately controlled by Kishore Biyani and/or his relatives as defined under the Companies Act.
86
Change in control in last three years
There is no change in control in last three years.
Payment or benefit to Promoters
No amount or benefit is paid or given since incorporation to any of the Promoters or promoter group.
Confirmations
Further, none of the Promoters has been declared as a willful defaulter by the RBI or any other governmental authority
and there are no violations of securities laws committed by the Promoters in the past or are pending against them.
In addition to the Promoters and the Group Companies, the following entities constitute the Promoter Group of our
Company:
Promoter Group pursuant to FRL:
1. Future Generali India Life Insurance Company Limited
2. Future Generali India Insurance Company Limited
3. Pan India Food Solutions Private Limited
4. Integrated Food Parks Private Limited
5. Goldmohur Design & Apparel Parks Limited
6. Apollo Design Apparel Parks Limited
Promoter Group pursuant to FCRL:
7. Samreen Multitrading LLP
8. Tanushree Infrastructure LLP
9. Kavi Sales Agency LLP
10. Oviya Multitrading LLP
11. Radha Multitrading LLP
12. Fashion Global Retail Limited
13. Manz Retail Private Limited
14. PIL Industries Limited
Common Pursuits
Future Retail Limited is also engaged into fashion business through “Fashion at Big Bazaar”. Our managing director,
Mr. Kishore Biyani is also the managing director and promoter of Future Retail Limited. Further, our directors viz.
Mr. Rakesh Biyani, Mr. Shailesh Haribhakti and Dr. Darlie Koshy are also on the board of Future Retail Limited.
There may be conflicts of interest in addressing business opportunities and strategies in circumstances where our
interests differ from our Promoter and directors.
87
GROUP COMPANIES
Entities forming part of the Group
Unless otherwise stated none of the companies forming part of the Group Companies is a sick company under the
meaning of SICA and none of them are under winding up or had remained defunct and for which application was
made to the Registrar of Companies for striking off the name of the company, during the five years preceding the
date of this Information Memorandum.
The Group Companies are as follows:
1. Future Agrovet Limited
2. Future Supply Chain Solutions Limited
3. Future Value Retail Limited
4. Future E-Commerce Infrastructure Limited
5. Staples Future Office Products Private Limited
6. Home Solutions Retail (India) Limited
7. Future Media (India) Limited
8. Future Home Retail Limited (formerly known as nuZone Electronics Limited)
9. nuZone Ecommerce Infrastructure Limited (formerly known as nuZone Ecommerce Infrastructure Private
Limited)
10. Shendra Advisory Services Private Limited
11. Sprint Advisory Services Private Limited
12. Future Knowledge Services Limited
13. Future Freshfoods Limited
14. FSC Brand Distribution Services Limited (formerly known as FLSL Distribution Services Limited)
15. Winner Sports Limited
16. Future Learning and Development Limited
17. Galaxy Entertainment Corporation Limited
18. Future Ventures India Limited
19. Future Human Development Limited (formerly known as Home Solutions Services (India) Limited)
20. Asian Retail Lighting Limited
21. nuFuture Digital (India) Limited
22. Future Coupons Limited
23. Future Outdoor Media Solutions Limited
24. Future Lighting India Limited
25. Future Sharp Skills Limited
26. nuFuture Haribhakti Business Services Limited
27. Future Capital Investment Private Limited
28. Central Departmental Stores Private Limited
29. Future Entertainment Private Limited
30. Future Ideas Realtors India Limited
31. Akar Estate Finance Private Limited
32. Future Hospitality Private Limited (formerly known as Leora Hotels Private Limited)
33. Future Hospitality Management Limited
34. Gargi Developers Private Limited
35. Ryka Commercial Ventures Private Limited
36. Whole Wealth Limited
A)
Details of the five largest Group Companies (Three listed companies and then based on turnover)
1) Future Ventures India Limited (“FVIL”)
Corporate Information
FVIL was originally incorporated as Subhikshith Finance & Investments Limited on July 10, 1996 and commenced
business on August 2, 1996. FVIL became a private limited company on August 10, 2001 and its name was
consequently changed to Subhikshith Finance & Investments Private Limited (“Subhikshith”). The Registrar of
Companies, Tamil Nadu issued a fresh certificate of incorporation on September 17, 2001. The name of the company
was changed from Subhikshith Finance & Investments Private Limited to Future Ventures India Private Limited
through a special resolution passed at the EGM of the company held on July 19, 2007. The fresh certificate of
88
incorporation consequent on change of name was granted by the ROC to the company on August 9, 2007. Further,
upon ceasing to be a private limited company, the word private was deleted through a special resolution at the EGM of
the company held on August 10, 2007. The fresh certificate of incorporation consequent on change of name was
granted by the ROC to the Company on September 7, 2007.
Pursuant to the composite scheme of arrangement and amalgamation between Future Consumer Enterprises Limited
(now known as Future Food and Products Limited) and Express Retail Services Private Limited and Think Fresh
International Private Limited and Future Ventures India Limited and their respective shareholders and creditors, the
entire business and undertaking of Future Consumer Enterprises Limited relating to consumer goods and related
activities has been demerged into Future Ventures India Limited, the entire business and undertaking of Express Retail
Services Private Limited relating to food products and related activities has been demerged into Future Ventures India
Limited and Think Fresh international Private Limited has been merged with Future Ventures India Limited.
Shareholding pattern as on June 30, 2013
Total shareholding as a
percentage of total number
of shares
Category
Category of shareholder
code (I) (II)
Number of
shareholders
(III)
Shares pledged or otherwise
encumbered*
Number of shares
As a
held in
As a
percentage of
Total number of dematerialized
percentage of
(A+B+C)
No of shares
shares (IV)
form (V)
(A+B)[1] (VI)
(VII)
(VIII)
As a
percentage
(IX)=(VIII)/
(IV)*100
(A)
Shareholding of Promoter
and Promoter Group
1
Indian
(a)
Individuals/ Hindu
Undivided Family
0
0
0
0.00
0.00
0.00
0.00
(b)
Central Government/
State Government(s)
0
0
0
0.00
0.00
0.00
0.00
(c)
Bodies Corporate
9
62,32,27,054
62,32,27,054
39.00
39.00
32,47,66,314
52.11
(d)
Financial Institutions/
Banks
0
0
0
0.00
0.00
0.00
0.00
(e)
Any Other (Relatives of
promoters)
2
119550
119550
0.01
0.01
0.00
0.00
Sub-Total (A)(1)
11
62,33,46,604
62,33,46,604
39.01
39.01
32,47,66,314
52.11
2
Foreign
(a)
Individuals (NonResident Individuals/
Foreign Individuals)
0
0
0
0.00
0.00
0
0.00
(b)
Bodies Corporate
0
0
0
0.00
0.00
0
0.00
(c)
Institutions
0
0
0
0.00
0.00
0
0.00
(d)
Qualified Foreign
Investors
0
0
0
0.00
0.00
0
0.00
(e)
Any Other (specify)
0
0
0
0.00
0.00
0
0.00
Sub-Total (A)(2)
0
0
0
0.00
0.00
0
0.00
Total Shareholding of
Promoter and Promoter
Group (A)=
(A)(1)+(A)(2)
11
62,33,46,604
62,33,46,604
39.01
39.01
32,47,66,314
52.10
(B)
Public shareholding[3]
1
Institutions
(a)
Mutual Funds/ UTI
0
0
0
0.00
0.00
0
0.00
(b)
Financial Institutions/
Banks
1
1,48,94,197
1,48,94,197
0.93
0.93
0
0.00
(c)
Central Government/
State Government(s)
0
0
0
0.00
0.00
0
0.00
(d)
Venture Capital Funds
0
0
0
0.00
0.00
0
0.00
(e)
Insurance Companies
0
0
0
0.00
0.00
0
0.00
(f)
Foreign Institutional
Investors
15
31,36,59,431
31,36,59,431
19.63
19.63
0
0.00
(g)
Foreign Venture Capital
Investors
0
0
0
0.00
0.00
0
0.00
(h)
Qualified Foreign
0
0
0
0.00
0.00
0
0.00
89
Investors
(i)
Foreign Financial
Institutions
(j)
Any Other
0
0
0
Sub-Total (B)(1)
16
32,85,53,628
32,85,53,628
380
47,44,04,698
47,41,54,698
i. Individual
shareholders holding
nominal share capital up
to Rs. 1 lakh.
22,741
3,95,68,367
3,95,53,087
ii. Individual
shareholders holding
nominal share capital in
excess of Rs. 1 lakh.
1,106
12,62,39,758
2
Non-institutions
(a)
Bodies Corporate
(b)
Individuals
0
0
0
0.00
0.00
0
0.00
0.00
0.00
0
0.00
20.56
20.56
0
0.00
29.69
29.69
0
0.00
0.00
0.00
0
0.00
2.48
2.48
0
0.00
12,20,64,758
7.90
7.90
0
0.00
(c)
Qualified Foreign
Investors
0
0
0
0.00
0.00
0
0.00
(d)
Any Other (specify)
0
0
0
0.00
0.00
0
0.00
i
Non Resident Indians
(Repatriable)
156
18,89,300
18,89,300
0.12
0.12
0
0.00
ii
Non Resident Indians
(Non Repatriable)
63
3,79,952
3,79,952
0.02
0.02
0
0.00
iii
Clearing members
58
28,62,765
28,62,765
0.18
0.18
0
0.00
iv
HUF
16
7,31,599
7,21,599
0.05
0.05
0
0.00
Sub-Total (B)(2)
24,520
64,60,76,439
64,16,26,159
40.43
40.43
0
0.00
Total Public
Shareholding (B)=
(B)(1)+(B)(2)
24,536
97,46,30,067
97,01,79,787
60.99
60.99
0.00
0.00
TOTAL (A)+(B)
24,547
1,59,79,76,671
1,59,35,26,391
100.00
100.00
324766314
20.32
0.00
0.00
0
0.00
(C)
Shares held by
Custodians and against
which Depository
Receipts have been
issued
1. Promoter and
Promoter Group
0
2.Public
Sub-Total (C)
GRAND TOTAL
(A)+(B)+(C)
0
0
0.00
0.00
0
0.00
0
0
0
0.00
0.00
0
0.00
0
0.00
0
0.00
24,547
1,59,79,76,671
1,59,35,26,391
100.00
100.00
0
0.00
324766314
20.32
* Information on encumbered shares is compiled as per the meaning assigned to the term 'encumbrance' under the SEBI (SAST) Regulations, 2011.
Note: Pursuant to the Scheme, face value of equity shares of FVIL has been reduced from Rs.10 per share to Rs.6 per share,
record date for which was fixed as 24 th June, 2013.
Board of Directors
Sr No
Name
1
Mr. G. N. Bajpai
2
Mr. Kishore Biyani
3
Mr. Anil Harish
4
Mr. B. Anand
5
Mr. Jagdish Shenoy
6
Ms. Vibha Rishi
7
Mr. Gaurav Burman
8
Mr. Frederic de Mevius
9.
Mr. K K Rathi
90
Financial Performance for the last 3 years based on standalone financials
(Rs. In Lacs)
Particulars
Sales and other income
PAT
Equity Capital
Reserves & Surplus
EPS (Basic)-in Rs.
Book Value –in Rs.
2013
35,796.92
(1,144.81)
95,878.60
(1617.26)
(0.07)
5.90
For the Year ended 31 March
2012
5531.72
(1,366.99)
157,624.37
(1,187.95)
(0.09)
9.92
2011
1311.64
(67.25)
82624.37
179.04
(0.01)
10.02
Details of Past Public/Rights Issue
Future Ventures India Limited had undertaken an initial public offering (“IPO”) of its equity shares in May, 2011 at an
issue price of Rs. 10 per share for an amount aggregating to Rs. 75,000 Lakhs. The proceeds of the IPO are in the
process of being utilised pursuant to the objects stated in the Prospectus dated 3rd May, 2011 except re-structuring by
way of allocation of Rs. 604.26 lakhs for “Issue Related Expenses” in the Prospectus towards the object “to create,
build, invest or acquire and operate Business Ventures”. Subscription list of IPO was closed on April 27, 2011 for QIB
Bidders and on April 28, 2011 for retail individual Bidders and Non-institutional Bidders and shares were allotted on
May 5, 2011.
Promise V/s Performance
Future Ventures India Limited had undertaken an initial public offering (“IPO”) of its equity shares in May 2011 for
an amount aggregating to Rs. 75,000 Lakhs. The proceeds of the IPO are in the process of being utilised pursuant to
the objects stated in the Prospectus dated May 3, 2011 except re-structuring by way of allocation of Rs. 604.26 lakhs
for “Issue Related Expenses” in the Prospectus towards the object “to create, build, invest or acquire and operate
Business Ventures”.
Share price data for last six months
Month
March, 2013
April, 2013
May, 2013
June, 2013
July, 2013
August 2013
BSE
High
10.56
10.55
9.80
9.95
7.89
6.97
NSE
Low
8.60
9.01
9.00
8.05
6.13
5.77
High
10.70
10.70
9.85
9.55
7.95
7.00
Low
8.65
9.05
8.85
9.00
5.50
5.60
High and low prices are based on intraday trading prices. Source: www.bseindia.com &www.nseindia.com
Particulars of high, low and average prices of the shares during the preceding three years
Fiscal Year
May 10, 2010-March-2012
April-2012-March-2013
Fiscal Year
May 10-2011-March-2012
April-2012-March-2013
High (Rs.)
9.95
10.49
BSE
Date of High
July-25-2011
Mar-21-2013
Low (Rs.)
7.95
7.91
Date of Low
May-24-2011
Aug-06-2012
Average Price
8.89
9.07
High (Rs.)
10.00
10.50
NSE
Date of High
July-25-2011
Mar-21-2013
Low (Rs.)
7.90
7.90
Date of Low
May-25-2011
Aug-06-2012
Average Price
8.89
9.06
91
2) Galaxy Entertainment Corporation Limited(“Galaxy”)
Corporate Information
Galaxy Entertainment Corporation Limited was incorporated on August 13, 1981. It is engaged in the business of
providing entertainment and leisure related activities with family entertainment centers, sports bars, bowling and video
games.
Shareholding Pattern as on June 30, 2013
Statement Showing Shareholding Pattern
Table (I)(a)
Category
code
Category of
Shareholder
(I)
(II)
(A)
Shareholding
of
Promoter
and
Promoter Group
1
Indian
(a)
Individuals / Hindu
Undivided Family
(b)
Central Government
/
State
Government(s)
Bodies Corporate
(c)
(d)
Financial
Institutions/ Banks
(e)
Any Others(Specify)
Sub Total(A)(1)
2
Foreign
A
B
Individuals
(NonResidents
Individuals / Foreign
Individuals)
Bodies Corporate
C
Institutions
D
Qualified
Foreign
Investor
Any Others(Specify)
E
Sub Total(A)(2)
Total Shareholding
of Promoter and
Promoter
Group
(A)= (A)(1)+(A)(2)
(B)
1
Public
shareholding
Institutions
(a)
Mutual Funds/ UTI
Number of Total number of
Shareholders
shares
(III)
(IV)
1
50,000
Number of
Total shareholding as a Shares Pledged or otherwise
shares held in
percentage of total
encumbered *
dematerialized
number of shares
form
As a
As a
Number of
As a
percentag percentage
shares
percentage
e of
of
(A+B)1
(A+B+C)
(V)
(VI)
(VII)
(VIII)
(IX)=
(VIII)/(IV)*10
0
-
1
1
-
-
-
-
-
-
-
-
-
7
9,119,163
5,827,363
58
58
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
8
9,169,163
5,827,363
59
59
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
8
9,169,163
5,827,363
59
59
-
-
-
-
-
-
-
-
-
92
(b)
Financial Institutions
/
Banks
(c)
Central Government
/
State
Government(s)
Venture
Capital
Funds
Insurance
Companies
Foreign Institutional
Investors
(d)
(e)
(f)
(g)
Foreign
Venture
Capital Investors
(h)
Qualified
Foreign
Investor
Any Other (specify)
(i)
Sub-Total (B)(1)
B2
Non-institutions
(a)
Bodies Corporate
(b)
Individuals
I
Individual
shareholders holding
nominal
share
capital up to Rs. 1
lakh
Individual
shareholders holding
nominal
share
capital in excess of
Rs. 1 lakh.
Qualified
Foreign
Investors
Any Other (specify)
II
(c)
(d)
Sub-Total (B)(2)
(B)
Total
Public
Shareholding (B)=
(B)(1)+(B)(2)
TOTAL (A)+(B)
(C)
Shares held by
Custodians
and
against
which
Depository
Receipts have been
issued
1
Promoter
and
Promoter Group
2
Public
Sub-Total (C )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
97
3,100,573
3,100,473
20
20
-
-
3,158
1,730,045
1,687,879
11
11
-
-
54
1,650,154
1,632,154
10
10
-
-
-
-
-
-
-
-
-
3,309
6,480,772
6,420,506
41
41
-
-
3,309
6,480,772
6,420,506
41
41
-
-
3,317
15,649,935
12,247,869
100
100
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
GRAND TOTAL
(A)+(B)+(C)
3,317
15,649,935
12,247,869
100
100
(*) Information on encumbered shares is compiled as per the meaning assigned to the term 'encumbrance' under the SEBI (SAST)
Regulations, 2011.
93
Interest of the Promoters in the Galaxy
Future Retail Limited holds 49,37,935 equity shares, aggregating to 31.55% of the issued and paid up equity share
capital of Galaxy Entertainment Corporation Limited.
Board of Directors
1. Mr. Sunil Biyani
2. Mr. Rajneesh Agarwal
3. Mr. Swapnil Kothari
4. Ms. Udita Jhunjhunwala
Financial Information
Particulars
Revenues from operations and other Income
Profit after Tax/(Loss)
Reserves and Surplus
(excluding revaluation reserves)
EPS (Rs.)
Net Asset Value per share (Rs.)
For the year ended
31/03/2013
2,813.87
458.16
(1,522.35)
For the year ended
31/03/2012
1,736.52
(804.43)
(1,980.51)
(Rs. in lacs)
For the year ended
31/03/2011
2,805.07
(750.07)
(1,176.08)
2.93
0.27
(5.14)
(2.66)
(4.79)
2.49
Share price data for last six months
BSE
Month
High (Rs.)
Low (Rs.)
March 2013
6.11
4.85
April 2013
6.03
5.13
May, 2013
6.30
4.80
June 2013
5.20
4.57
July 2013
6.30
4.66
August 2013
8.18
5.46
High and low prices are based on intraday trading prices. Source: www.bseindia.com &www.nseindia.com
Promise Vs Performance
Galaxy Entertainment Corporation Limited made an initial public offering of equity shares of having a face value of
Rs.10 each that took place in 1987. The details of the same are not available with this company. Galaxy Entertainment
Corporation Limited has not made any public or rights issue in the last three years.
3) Future Value Retail Limited.
Corporate Information
Future Value Retail Limited was originally incorporated as Pantaloon Future Ventures Limited on 11 June 2007. Its
name was changed to its present name w.e.f. 16 November 2009. It is engaged in the business of retailing of various
consumer goods through various organized retail formats.
Shareholding pattern as on June 30, 2013
Category
code
(A)
Category of shareholder
Total number of
shares
Total shareholding as a percentage of total
number of shares
6,64,99,912
100
0
0
6,64,99,912
100
Financial Institutions/ Banks
-
-
Foreign Institutional Investors
-
-
1
Shareholding of Promoter and
Promoter Group
Indian
2
Foreign
(B)
1
Total Shareholding of Promoter and
Promoter Group
Public shareholding
Institutions
94
Sub-Total (B)(1)
2
-
-
Bodies Corporate
-
-
Individuals
-
-
Sub-Total (B)(2)
-
-
Total Public Shareholding (B)=
(B)(1)+(B)(2)
TOTAL (A)+(B)
-
-
6,64,99,912
100
Non-institutions
Interest of the Promoter in the Future Value Retail Limited
Future Retail Limited holds 6,64,99,912 equity shares representing to 100% of the total issued and paid up share
capital of the company.
Board of Directors
Directors of Future Value Retail Limited are:
1. Mr. V K Chopra
2. Mr. Vivek Biyani
3. Mr. Rakesh Biyani
4. Mr. C P Toshniwal
Financial Information
For the period ended
31/12/2012
11,04,489.00
For the year ended
30/06/2011
6,92,860.00
(Rs.in lacs)
For the period ended
30/06/2010
2,99,281.00
Particulars
Revenues from operations and other
Income
Profit/ (loss) after tax
9,004.00
11,300.00
5,060.00
Reserves and Surplus (excluding
1,16,489.00
1,07,486.00
96,186.00
revaluation reserves)
EPS (Rs.)
13.54
16.99
13.99
Net Asset Value per share (Rs.)
185.17
171.63
154.64
Other information related to public/rights issue, objects of issue and share price of the company are not applicable to
the company since it is an unlisted company.
4) Future Agrovet Limited
Corporate Information
Future Agrovet Limited was originally incorporated as Pantaloon Food Product (India) Limited on April 13, 2005 and
changed its name to its present name on November 19, 2008. It is involved in the business of dealing in all kinds of
food products and staples.
Shareholding pattern as on June 30, 2013
Category
code
(A)
Category of shareholder
Shareholding of Promoter and Promoter Group
Total number
of shares
Total shareholding as a percentage
of total number of shares
1
Indian
3,51,00,000
96.16
2
Foreign
0
0
3,51,00,000
96.16
Financial Institutions/ Banks
-
-
Foreign Institutional Investors
-
-
Sub-Total (B)(1)
-
-
Total Shareholding of Promoter and Promoter Group
(B)
1
Public shareholding
Institutions
95
2
Non-institutions
Bodies Corporate
-
-
Individuals
14,00,000
3.84
Sub-Total (B)(2)
14,00,000
3.84
Total Public Shareholding (B)= (B)(1)+(B)(2)
14,00,000
3.84
3,65,00,000
100
TOTAL (A)+(B)
Interest of the Promoter in the Future Agrovet Limited
Future Retail Limited holds 3,51,00,000 equity shares aggregating to 96.16% of total issued and paid up share capital
of the company.
Board of Directors
Directors of Future Agrovet Limited are:
1. Mr. C P Toshniwal
2. Mr. Sadashiv Nayak
3. Mr. Damodar Mall
4. Mr. Narendra Baheti
5. Mr. Rajendra Baheti
6. Mr. Govind Baheti
Financial Information
For the year ended
31/03/2013
1,02,338.88
21.57
(56.91)
For the year ended
31/03/2012
1,05,634.20
317.06
(78.48)
(Rs. in lacs)
For the year
ended 31/03/2011
78,266.37
209.55
(395.54)
Particulars
Revenues from operations and other Income
Profit after tax/(loss)
Reserves and Surplus
(excluding revaluation reserves)
EPS (Rs.)
0.06
0.87
0.57
Net Asset Value per share (Rs.)
9.84
9.78
9.19
Other information related to public/rights issue, objects of issue and share price of the company are not applicable to
the company since it is an unlisted company.
5) Future Supply Chain Solutions Limited
Corporate Information
Future Supply Chain Solutions Limited was incorporated on 8 March 2006 under the name and style Future Logistic
Solutions Limited. The name of the company was changed to its present name w.e.f.23 October 2009. The company is
involved in the business of logistic and transportation of goods.
Shareholding pattern as on June 30, 2013
Category
code
(A)
Category of shareholder
Shareholding of Promoter and Promoter Group
Total number
of shares
Total shareholding as a percentage
of total number of shares
1
Indian
2,79,62,962
71.45
2
Foreign
0
0
2,79,62,962
71.45
Financial Institutions/ Banks
-
-
Foreign Institutional Investors
-
-
Sub-Total (B)(1)
-
-
Total Shareholding of Promoter and Promoter Group
(B)
1
Public shareholding
Institutions
96
2
Non-institutions
Bodies Corporate
1,01,75,321
26.00
10,00,000
2.56
Sub-Total (B)(2)
1,11,75,321
28.56
Total Public Shareholding (B)= (B)(1)+(B)(2)
1,11,75,321
28.56
TOTAL (A)+(B)
3,91,38,283
100
Individuals
Interest of the Promoters in Future Supply Chain Solutions Limited
Future Retail Limited holds 2,74,62,962 equity shares representing to 70.17% of the total issued and paid up share
capital of the company. Future Corporate Resources Limited holds 5,00,000 equity shares representing to 1.28% of the
total issued and paid up share capital of the company.
Board of Directors
Directors of Future Supply Chain Solutions Limited are:
1. Mr. C P Toshniwal
2. Mr. Anshuman Singh
3. Mr. Rakesh Biyani
4. Mr. Vivek Biyani
5. Mr. Rajesh Ranavat
Financial Information
For the year ended
31/03/2013
35,406.56
(417.63)
For the year ended
31/03/2012
34,814.58
57.91
(Rs. in lacs)
For the year ended
31/03/2011
29,385.44
16.67
Particulars
Revenues from operations and other Income
Profit after tax/(loss)
Reserves and Surplus (excluding revaluation
15,764.21
16,181.84
3,328.46
reserves)
EPS (Rs.)
(1.07)
0.16
0.06
Net Asset Value per share (Rs.)
50.28
51.35
22.67
Other information related to public/rights issue, objects of issue and share price of the company are not applicable to
the company since it is an unlisted company.
B) Details of the Group Companies with Negative Networth
The Companies having negative Networth are as follows
a. Future Freshfoods Limited
b. FSC Brand Distribution Services Limited
c. Home Solutions Retail (India) Limited
d. Future Capital Investment Private Limited
e. Central Departmental Stores Private Limited
f.
Future Ideas Realtors India Limited
g. Future Outdoor Media Solutions Limited
h. Future Entertainment Private Limited
i.
Staples Future Office Products Private Limited
j.
Futurebazaar India Limited
a. Future Freshfoods Limited
Corporate Information
Future Freshfoods Limited was incorporated on April 6, 2010. The company is engaged in the business of procuring
and supplying of foods and vegetables.
97
Interest of the Promoter in the company
Promoter does not hold any interest in share capital or directorship of the company. However, Future Freshfoods
Limited is a wholly owned subsidiary of Future Value Retail Limited (FVRL). FVRL is a subsidiary of the Promoter
FRL.
Board of Directors
Directors of Future Freshfoods Limited are:
1. Mr. Sanjay Rathi
2. Mr. Damodar Mall
3. Mr. Narendra Baheti
Financial Information
For the year
ended
Particulars
31/03/2013
Revenues from operations and other Income
5,907.68
Profit after tax/(loss)
(393.36)
Reserves and Surplus (excluding revaluation reserves)
(1,053.69)
EPS (Rs.)
(39.34)
Net Asset Value per share (In Rs.)
-95.37
Other information related to public/rights issue, objects of issue and share price
the company since it is an unlisted company.
(Rs. in lacs)
For the year
For the year
ended
ended
31/03/2012
31/03/2011
5,958.51
431.88
(1,274.87)
(280.08)
(660.33)
614.55
(127.49)
(76.94)
-56.03
71.46
of the company are not applicable to
b. FSC Brand Distribution Services Limited
Corporate Information
FSC Brand Distribution Services Limited was originally incorporated on December 19, 2008 under the name FLSL
Distribution Services Limited. The name of the Company was changed to its present name w.e.f. May 30, 2011. The
Company is engaged in the business of distribution services.
Interest of the Promoter in the company
Promoter does not hold any interest in share capital or directorship of the company. However, FSC Brand Distribution
Services Limited is a subsidiary of Future Supply Chain Solutions Limited (FSCSL). FSCSL is a subsidiary of the
Promoter FRL.
Board of Directors
Directors of FSC Brand Distribution Services Limited are:
1. Mr. Anshuman Singh
2. Mr. Deepak Tanna
3. Mr. Sanjay Rathi
Financial Information
Particulars
Revenues from operations and other Income
Profit after tax/(loss)
Reserves and Surplus
(excluding revaluation reserves)
For the year
ended 31/03/2013
2,145.27
(380.02)
(435.39)
For the year
ended 31/03/2012
3,020.84
(48.86)
(55.37)
(Rs. in lacs)
For the year
ended 31/03/2011
1,550.46
(4.05)
(6.50)
Basic EPS (Rs.)
(760.04)
(0.98)
(0.08)
Net Asset Value per share (Rs.)
(860.78)
(100.73)
(3.00)
Other information related to public/rights issue, objects of issue and share price of the company are not applicable to
the company since it is an unlisted company.
98
c. Home Solutions Retail (India) Limited
Corporate Information
Home Solutions Retail (India) Limited was incorporated on October 4, 2004. The company is involved in the business
of retailing of electronic goods and home furnishing. The company through Scheme demerged its lifestyle retail
formats and value retail formats to Future Retail Limited.
Interest of the Promoter in the company
Future Retail Limited holds 6,68,624 equity shares representing 66.86% of total issued and paid up share capital of the
company.
Board of Directors
Directors of Home Solutions Retail (India) Limited are:
1. Mr. Rajesh Kalyani
2. Mr. Tarun Bhargava
3. Mr. Ravishanker Kejriwal
Financial Information
Particulars
Revenues from operations and other Income
Profit after tax/(loss)
Reserves and Surplus (excluding revaluation reserves)
EPS (in Rs.)
Net Asset Value per share (Rs.)
For the year
ended
31/03/2013
3.54
(87.92)
(587.74)
(8.79)
For the year
ended
31/03/2012
450.11
(512.53)
(499.82)
(51.25)
(48.77)
(39.98)
(Rs.in lacs)
For the
period ended
31/03/2011
3,845.01
(431.14)
12.71
(43.11)
11.27
Other information related to public/rights issue, objects of issue and share price of the company are not applicable to
the company since it is an unlisted company.
d. Future Capital Investment Private Limited
Corporate Information
Future Capital Investment Private Limited was originally incorporated on February 6, 2006 as Future Capital
Holdings Private Limited. The company changed its name to Future Capital Investment Private Limited w.e.f. July
26, 2006. The company is involved in the business of an investment company in all its branches and to sale, purchase,
exchange, subscribe, acquire, undertake, underwrite, hold, auction, convert or otherwise to deal in all types of shares,
stocks, bonds, fully convertible debentures, partly convertible debentures, non-convertible debentures, debenture
stocks etc..
Interest of the Promoter in the company
Future Corporate Resources Limited holds 10,000 Equity Shares aggregating to 100.00% of total paid up equity share
capital of the company.
Board of Directors
Directors of Future Capital Investment Private Limited are:
1. Ms. Ashni Biyani
2. Mr. Dinesh Maheshwari
3. Mr. Rajesh Kalyani
Financial Information
(Rs. in lacs)
Particulars
Revenues from operations and other Income
Profit after tax/(loss)
Reserves and Surplus (excluding revaluation reserves)
EPS (in Rs.)
Net Asset Value per share (Rs.)
For the year
ended 31/03/2013
23.20
(14.51)
(23.89)
(14.51)
(228.90)
For the period
ended 31/03/2012
26.05
(6.70)
(9.38)
(67.03)
(84.00)
For the year
ended 30/06/2011
Nil
(0.67)
(2.68)
(6.65)
(17.00)
Other information related to public/rights issue, objects of issue and share price of the company are not applicable to
the company since it is an unlisted company.
99
e. Central Departmental Stores Private Limited
Corporate Information
Central Departmental Stores Private Limited was incorporated on August 31, 2006. The company is involved in the
business of dealing in sale, purchase, import, export, distribute, all goods and services.
Interest of the Promoter in the company
Future Corporate Resources Limited holds 10,000 Equity Shares aggregating to 100.00% of total paid up equity share
capital of the company.
Board of Directors
Directors of Central Departmental Stores Private Limited are:
1. Mr. Chandra Prakash Toshniwal
2. Mr. Rajesh Kalyani
Financial Information
(Rs. in lacs)
Particulars
Revenues from operations and other Income
Profit after tax/(loss)
Reserves and Surplus (excluding revaluation reserves)
EPS (in Rs.)
Net Asset Value per share (Rs.)
For the year
ended 31/03/2013
23.15
(0.12)
(1.34)
(1.18)
(3.42)
For the period
ended 31/03/2012
5.00
(0.77)
(1.22)
(7.73)
(2.23)
For the year
ended 30/06/2011
Nil
(0.13)
(0.45)
(1.29)
5.50
Other information related to public/rights issue, objects of issue and share price of the company are not applicable to
the company since it is an unlisted company.
f. Future Ideas Realtors India Limited
Corporate Information
Future Ideas Realtors India Limited was originally incorporated on November 5, 2007 as Future Realtors India
Limited. The company changed its name to Future Ideas Realtors India Limited w.e.f. December 18, 2007. The
company is involved in the business to acquire, develop, construct, repair, improve, alter, decorate, furnish, build, sell,
lease, license, manage, commercially exploit and otherwise deal in real estate.
Interest of the Promoter in the company
Future Corporate Resources Limited holds 50,000 Equity Shares aggregating to 100.00% of total paid up equity share
capital of the company.
Board of Directors
Directors of Future Ideas Realtors India Limited are:
1. Mr. Sanjay Rathi
2. Mr. Dinesh Maheshwari
3. Mr. Rajesh Kalyani
Financial Information
(Rs. in lacs)
Particulars
Revenues from operations and other Income
Profit after tax/(loss)
For the year
ended 31/03/2013
219.28
(1418.41)
For the period
ended 31/03/2012
2662.56
(8561.99)
For the year
ended 30/06/2011
38.28
(1.80)
Reserves and Surplus (excluding revaluation reserves)
(9982.66)
(8564.25)
(2.26)
EPS (in Rs.)
(2836.83)
(17123.98)
(3.60)
Net Asset Value per share (Rs.)
(19955.33)
(17118.50)
5.48
Other information related to public/rights issue, objects of issue and share price of the company are not applicable to
the company since it is an unlisted company.
100
g. Future Outdoor Media Solutions Limited
Corporate Information
Future Outdoor Media Solutions Limited was incorporated on April 10, 2008. The company is involved in the
business of providing media and advertising solutions to various clients.
Interest of the Promoter in the Company
Future Corporate Resources Limited holds 50,000 Equity Shares aggregating to 100.00% of total paid up equity share
capital of the company.
Board of Directors
Directors of Future Outdoor Media Solutions Limited are:
1. Mr. Sanjay Rathi
2. Mr. Deepak Tanna
3. Mr. Devendra Gupta
Financial Information
(Rs.in lacs)
Particulars
Revenues from operations and other Income
Profit after tax/(loss)
Reserves and Surplus (excluding revaluation reserves)
EPS (in Rs.)
Net Asset Value per share (Rs.)
For the year
For the year
For the year
ended 31/03/2013 ended 31/03/2012 ended 31/03/2011
0.73
211.81
229.65
(43.67)
(106.84)
(2.25)
(157.53)
(113.86)
(7.02)
-87.00
-214
-5
(305.06)
(217.72)
(4.05)
Other information related to public/rights issue, objects of issue and share price of the company are not applicable to
the company since it is an unlisted company.
h. Future Entertainment Private Limited
Corporate Information
Future Entertainment Private Limited was incorporated on December 19, 2006. The company is involved in the
business of entertainment, media, hubs, multiplexes, organising shows and events of all types, providing sponsoring
show events, managing food courts or shops or restaurants or hotels, advertising by creating, establishing, taking on
lease or ownership or otherwise under any other arrangements..
Interest of the Promoter in the Company
The company is a step down subsidiary of Future Corporate Resources Limited.
Board of Directors
Directors of Future Entertainment Private Limited are:
1. Mr. Sanjay Rathi
2. Mr. Devendra Gupta
Financial Information
(Rs. in lacs)
Particulars
Revenues from operations and other Income
Profit after tax/(loss)
Reserves and Surplus (excluding revaluation reserves)
EPS (in Rs.)
Net Asset Value per share (Rs.)
For the year
ended 31/03/2013
Nil
(0.16)
(4,751.44)
(0.02)
(47,504.00)
For the year
ended 31/03/2012
0.50
(4,750.82)
(4,751.28)
(47,508)
(47,503)
For the period
ended 31/03/2011
N.A.
N.A.
Nil
N.A.
5.35
Other information related to public/rights issue, objects of issue and share price of the company are not applicable to
the company since it is an unlisted company.
101
i. Staples Future Office Products Private Limited
Corporate Information
Staples Future Office Products Private Limited was incorporated on January 9, 2007 as Future Office Products Private
Limited. The name of the company was changed to its present name w.e.f. May 21, 2007. The company is involved in
the business of dealing in various office products and stationeries.
Interest of the Promoter in the Company
FRL holds 32,20,133 equity shares in the company representing 60% of the paid up equity share capital.
Board of Directors
Directors of Staples Future Office Products Private Limited are:
1. Mr. Shailesh Karwa
2. Mr. Sharad Dalmia
3. Mr. Vivek Biyani
4. Mr. Anil Biyani
5. Mr. Anurag Agarwal
Financial Information
(Rs. in lacs)
Particulars
Revenues from operations and other Income
Profit after tax/(loss)
Reserves and Surplus (excluding revaluation reserves)
EPS (in Rs.)
Net Asset Value per share (Rs.)
For the year
ended 31/03/2012
21,015.94
(4,875.23)
(3,508.17)
(90.84)
(55.37)
For the period
ended 31/03/2011
17,541.86
(1,764.04)
1,367.06
(33.66)
35.47
For the year
ended 30/06/2010
13,297.98
(1,177.66)
3,541.59
(26.77)
17.00
Other information related to public/rights issue, objects of issue and share price of the company are not applicable to
the company since it is an unlisted company.
j.
Futurebazaar India Limited
Corporate Information
Futurebazaar India Limited was incorporated on 23/01/2006. The company is engaged in the business of The
Company is set up as the e-Retailing arm of the Future Group for providing on-line shopping experience.
Interest of the Promoter in the company
FRL holds 191,60,000 in share capital of the company.
Board of Directors
Directors of Futurebazaar India Limited are:
1. Mr. Rakesh Biyani
2. Ms.Ashni Biyani
3. Mr.Dinesh Maheshwari
Financial Information
(Rs. in lacs)
Particulars
Revenues from operations and other Income
Profit after tax/(loss)
Reserves and Surplus (excluding revaluation reserves)
EPS (Rs.)
Net Asset Value per share (In Rs.)
For the year
ended 31/03/2013
1,983.07
(161.02)
(2,030.24)
(0.84)
(0.60)
102
For the year
ended 31/03/2012
2,532.84
(552.58)
(1,869.22)
(2.88)
0.24
For the year
ended 31/03/2011
2,254.17
5.47
(1,316.64)
0.03
3.12
C)
Details of the other Group Companies
1. Future E-Commerce Infrastructure Limited
Corporate Information
Future E-Commerce Infrastructure Limited was incorporated on May 25, 2007. It is engaged in the business of
retailing of providing infrastructure for dealing in all kinds of goods and products through electronic mode.
Interest of the Promoter in the company
Future Retail Limited holds 1,69,98,000 equity shares representing to 72% of the total issued and paid up equity share
capital of the company.
2. Future Media (India) Limited
Corporate Information
Future Media (India) Limited was incorporated on March 8, 2006. The company is involved in the business of media
and advertising.
Interest of the Promoter in the company
Future Retail Limited holds 2,73,78,746 equity shares representing 93.10% of total issued and paid up equity share
capital of the company. Future Corporate Resources Limited holds 7,87,878 equity shares of representing 2.68% of
total issued and paid up equity share capital of the company.
3. Future Home Retail Limited
Corporate Information
Future Home Retail Limited was originally incorporated on December 22, 2010 under the name of Daarun
Multitrading Private Limited. Name of the company was then changed to nuZone Electronics Limited w.e.f. June 21,
2011. Name of the company was further changed to Future Home Retail Limited w.e.f. May 18, 2012. The main
object of the company is retailing of electronics and other consumer goods.
Interest of the Promoter in the company
Future Retail Limited holds 50,000 equity shares aggregating to 100% of total issued and paid up share capital of the
company.
4. nuZone Ecommerce Infrastructure Limited
Corporate Information
nuZone Ecommerce Infrastructure Limited was originally incorporated on January 18, 2011 under the name of
Corrina Infrastructure Private Limited. Name of the company was then changed to nuZone Ecommerce Infrastructure
Limited w.e.f. June 21, 2011. The main object of the company is providing infrastructure for sourcing, storage and
distribution of goods and providing of consultancy services in the feild of e-commerce, cash & carry and wholesale
business.
Interest of the Promoter in the company
Future Retail Limited holds 50,000 equity shares aggregating to 100% of total issued and paid up share capital of the
company.
5. Shendra Advisory Services Private Limited
Corporate Information
Shendra Advisory Services Private Limited was incorporated on November 11, 2005 under the name and style as
Shendra Infrastructure Development Limited. The name of the company was changed to Shendra Infrastructure
Development Private Limited w.e.f. March 21, 2007. The name of the company was further changed to its present
name w.e.f. July 26, 2007. The company is involved in rendering advisory services.
Interest of the Promoter in the company
Future Retail Limited holds 8,74,95,000 equity shares aggregating to 49.80% of the total issued and paid up share
capital of the company.
103
6. Sprint Advisory Services Private Limited
Corporate Information
Sprint Advisory Services Private Limited was incorporated on March 10, 2005 under the name and style as Sain
Marketing Network Private Limited. The name of the company was changed to Sain Advisory Services Private
Limited w.e.f. July 19, 2007. Name of the company was further changed to its present name w.e.f. April 21, 2011. The
company is involved in rendering advisory services.
Interest of the Promoter in the company
Future Retail Limited holds 17,86,99,931 equity shares aggregating to 49.80% of the total issued and paid up share
capital of the company.
7. Future Knowledge Services Limited
Corporate Information
Future Knowledge Services Limited was incorporated on January 18, 2007 and is involved in the business of training
centre and IT solution services.
Interest of the Promoters in the company
Future Retail Limited holds 4,46,97,790 equity shares aggregating to 100% of total issued and paid up share capital of
the company.
8. Winner Sports Limited
Corporate Information
Winner Sports Limited was incorporated on June 1, 2007 under the name and style as Winner Sports Private Limited.
The name of the company was changed to its present name w.e.f. January 20, 2010. The company is involved in the
business of retailing of sports goods.
Interest of the Promoter in the company
Future Retail Limited holds 2,40,000 equity shares aggregating to 100% of the total issued and paid up share capital of
the company. Future Retail Limited also holds 7,60,000 Preference Shares aggregating to 100% of the issued and paid
up preference share capital of the company.
9. Future Learning and Development Limited
Corporate Information
Future Learning and Development Limited was incorporated on April 10, 2008. The company is involved in the
education and learning sector.
Interest of the Promoter in the company
Future Retail Limited holds 2,82,65,550 equity shares aggregating to 100% of total issued and paid up share capital of
the company.
10. Future Human Development Limited
Corporate Information
Future Human Development Limited was originally incorporated on January 18, 2008 as Home Solutions Services
(India) Limited. The company changed its name to Future Human Development Limited w.e.f. March 11, 2010. The
company is involved in the business of education and skills development.
Interest of the Promoters in the company
Future Corporate Resources Limited holds 20,50,000 Equity Shares aggregating to 100.00% of total paid up equity
share capital of the company.
11. Asian Retail Lighting Limited
Corporate Information
Asian Retail Lighting Limited was incorporated on January 10, 2007. The company is involved in the business of
retailing of lighting solutions and electrical goods.
Interest of the Promoters in the company
Future Corporate Resources Limited holds 1,16,84,160 Equity Shares aggregating to 88.95% of total paid up equity
share capital of the company.
104
12. nuFuture Digital (India) Limited
Corporate Information
nuFuture Digital (India) Limited was originally incorporated on October 8, 2007 as Erudite Knowledge Services
Limited. The company changed its name to nuFuture Digital (India) Limited w.e.f. May 11, 2011. The company is
involved in the business of providing Business Services, Technology Services and operating as knowledge trainers
and disseminators, Advisors, Consultants, idea generators, and service providers in related activities.
Interest of the Promoters in the company
Future Corporate Resources Limited holds 10,00,000 Equity Shares aggregating to 100.00% of total paid up equity
share capital of the company.
13. Future Coupons Limited
Corporate Information
Future Coupons Limited was incorporated on February 26, 2008 as FH Residencies Limited. The company is involved
in the business of making and distributing coupons, vouchers, cards, smart cards, including pre-paid and loyalty cards.
Interest of the Promoters in the company
Future Corporate Resources Limited holds 10,00,000 Equity Shares aggregating to 100.00% of total paid up equity
share capital of the company.
14. Future Lighting India Limited
Corporate Information
Future Lighting India Limited was originally incorporated on February 18, 2008 as SW Lighting Private Limited. The
company changed its name to Future Lighting India Private Limited w.e.f. July 17, 2010. The name of the company
was further changed to Future Lighting India Limited w.e.f. October 18, 2010. The company is involved in the
business of providing lighting solutions for residential as well as commercial establishments.
Interest of the Promoters in the company
Future Corporate Resources Limited holds 10,00,000 Equity Shares aggregating to 100.00% of total paid up equity
share capital of the company.
15. Future Sharp Skills Limited
Corporate Information
Future Sharp Skills Limited was incorporated on September 30, 2011. The company is involved in the business of
Training and Development, Skill Development.
Interest of the Promoters in the company
Future Human Development Limited holds 1,46,00,000 Equity Shares aggregating to 73.00% of total paid up equity
share capital of the company. Future Sharp Skills Limited is subsudiary of Future Human Development Limited and a
step down subsidiary of Future Corporate Resources Limited.
16. nuFuture Haribhakti Business Services Limited
Corporate Information
nuFuture Haribhakti Business Services Limited was originally incorporated on June 7, 2010 as Haribhakti SME
Transformation and Support Solutions Private Limited. The name of the company was changed to Haribhakti SME
Transformation and Support Solutions Limited on April 4, 2012. The name of the company was further changed to its
present name on April 13, 2013. The company is involved in the business of consultants, trainer, give advice, to
engage in dissemination of information in all aspects of business, organisation, and industry.
Interest of the Promoters in the company
Future Corporate Resources Limited holds 42,90,385 Equity Shares aggregating to 100.00% of total paid up equity
share capital of the company.
105
17. Akar Estate Finance Private Limited
Corporate Information
Akar Estate Finance Private Limited was incorporated on September 29, 1992 . The company is involved in the
business of lending money secured or otherwise and transacting contract regarding the borrowing and lending of
money.
Interest of the Promoters in the company
Future Corporate Resources Limited holds 2,65,723 Equity Shares aggregating to 100.00% of total paid up equity
share capital of the company.
18. Future Hospitality Private Limited
Corporate Information
Future Hospitality Private Limited was originally incorporated on August 8, 2007 as Leora Hotels Private Limited.
The company changed its name to Future Hospitality Private Limited w.e.f. November 10, 2009. The company is
involved in the business to carry on in India or abroad Hospitality Business and to be engaged in Hospitality Industry..
Interest of the Promoters in the company
Future Corporate Resources Limited holds 5,000 Equity Shares aggregating to 50.00% of total paid up equity share
capital of the company.
19. Future Hospitality Management Limited
Corporate Information
Future Hospitality Management Limited was originally incorporated on March 31, 2007. The company is involved in
the business of Hospitality Industry.
Interest of the Promoters in the company
The company is a step down subsidiary of Future Corporate Resources Limited.
20. Gargi Developers Private Limited
Corporate Information
Gargi Development Private Limited was incorporated on August 31, 2010. The company is involved in the business of
builders, contractors, erectors, constructor of buildings, houses, apartments, structures, or residential, offices etc.
Interest of the Promoters in the company
Future Corporate Resources Limited holds 10,000 Equity Shares aggregating to 100.00% of total paid up equity share
capital of the company.
21. Ryka Commercial Ventures Private Limited
Corporate Information
Ryka Commercial Ventures Private Limited was incorporated on May 22, 2012. The company is involved in the
business of advisors on the development, administration and organization of industry, business, projects, trade and
provide support for an efficient system of financial planning and control.
Interest of the Promoters in the company
Future Corporate Resources Limited holds 10,000 Equity Shares aggregating to 100.00% of total paid up equity share
capital of the company.
22. Whole Wealth Limited
Corporate Information
Whole Wealth Limited was incorporated on June 28, 2006 in Hong Kong. The company is involved in the business of
import and export of various goods.
Interest of the Promoters in the company
Future Corporate Resources Limited holds 51,48,000 Equity Shares aggregating to 60.00% of total paid up equity
share capital of the company.
106
Companies with which Promoters have disassociated in the last three years
Our Promoters have disassociated with the following entities due to sale of shares:















Future Axiom Telecom Limited
Future Mobile and Accessories Limited
Splendor Fitness Private Limited (formerly known as Talwalkars Pantaloon Fitness Private Limited)
Capital First Limited (formerly known as Future Capital Holdings Limited)
Future Capital Financial Services Limited
Future Finance Limited
Kshitij Investment Advisory Company Limited
Myra Mall Management Company Limited
FCH Securities & Advisors Limited
Future Capital Commodities Limited
Kshitij Property Solutions Private Limited
Future Capital Investment Advisors Limited
Future Capital Home Finance Private Limited
Anchor Investment & Trading Private Limited
Future Capital Securities Limited (formerly known as FCH Centrum Wealth Managers Limited)
Common Pursuits
There are no common pursuits amongst any of the Group Companies and our Company.
Related business transactions
For related business transactions within the Group Companies and our Company, please refer “Related Party
Transactions” under section “Financial Information”.
Details of Sales or purchase between group companies/subsidiaries/ associate companies
As on March 31, 2013, there are no sales or purchase between group companies/subsidiaries/ associate
companies when such sales or purchases exceed in value in the aggregate 10% of the total sales or purchases of
the Company.
Business interests of Group Companies /Subsidiaries /Associate companies in our Company
Group Companies and Associate Companies would be having business interest in our Company by way of
commercial transactions for various support services such as logistics and supply chain, media services, brand
licensing, customer loyalty program management, IT services, learning and development services, etc.
107
DIVIDEND POLICY
Our Company has not declared or paid any cash dividend on our Equity Shares in the past. The declaration and
payment of dividends if any, will be recommended by our Board of Directors and approved by our shareholders in
their discretion, and will depend on a number of factors, including but not limited to our earnings, capital requirements
and overall financial position. Our Company has no stated dividend policy. This is not indicative of our dividend
policy or dividend amount, if any in the future.
108
SECTION V – FINANCIAL INFORMATION
FINANCIAL INFORMATION OF OUR COMPANY
Auditors Report
To the Members of
Future Lifestyle Fashions Limited
Report on the Financial Statements
We have audited the accompanying financial statements of Future Lifestyle Fashions Limited (“the Company”),
which comprises of the Balance Sheet as at March 31, 2013 and the Statement of Profit and Loss and Cash Flow
Statement for the period then ended, and a summary of significant accounting policies and other explanatory
information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial statements that give a true and fair view of the
financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards
referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the
design, implementation and maintenance of internal control relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or
error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,the
auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in the circumstances.An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by
management,as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the financial
statements give the information required by the Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India:
a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013.
b) In the case of the Statement of Profit and Loss, of the loss for the period ended on that date; and
c) In the case of the Cash Flow Statement, of the cash flows for the period ended on that date.
Report on Other Legal and Regulatory Requirements.
1. As required by the Companies (Auditor’s Report) Order,2003 (“the Order”) issued by the Central Government
of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a. We have obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purpose of our audit;
109
b. In our opinion, proper books of account as required by law have been kept by the Company so far as
appears from our examination of those books;
c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in
agreement with the books of account ;
d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with
the Accounting Standards referred to in sub-section(3C) of section 211 of the Companies Act 1956 ;
e. On the basis of written representations received from the Directors as on March 31, 2013, and taken on
record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub-section(1) of section 274 of the Companies Act, 1956.
For NGS & Co. LLP
Chartered Accountants
Firm Registration No. 119850W
Navin T. Gupta
Partner
Membership No. 40334
Mumbai
15 April, 2013
Annexure to Auditors’ Report
Referred to in Paragraph 1 under the heading of “Report on Other Legal and Regulatory Requirements” of
our report of even date
(i)
The Company does not have any fixed assets. Therefore, the provisions of clause 4(i) of the Order are
not applicable to the Company during the period.
(ii)
The Company does not have any tangible inventory. Therefore, the provisions of clause 4(ii) of the
Order are not applicable to the Company during the period.
(iii)
The Company has not taken/granted any loans, secured or unsecured to companies, firms or other
parties covered in the register maintained under section 301 of the Act. Therefore, the provisions of
clauses 4(iii) of paragraph 4 of the Order are not applicable to the Company during the period.
(iv)
In our opinion and according to the information and explanations given to us, the activities of the
company did not involve purchase of inventories and fixed assets and sales of goods and services
during the period of our audit. Therefore, the provisions of clause 4(iv) of the Order is not applicable to
the company during the period.
(v)
According to the information and explanations given to us, the company has not entered into
transactions which require to be recorded in a register in pursuance of section 301 of the Companies
Act, 1956. Therefore the provision of clause 4(v) of the Order is not applicable to the Company during
the period.
(vi)
The Company has not accepted any deposits under the provisions of Sections 58A and 58AA or any
other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 1975 framed
thereunder.Therefore, the provision ofclause 4(vi) of the Orderisnot applicable to the Company during
the period.
(vii)
In our opinion, the Company has an internal audit systemcommensurate with the size of the Company
and the nature of its business.
(viii)
Since the Company is neither engaged in manufacturing, processing, production and mining activities,
to the best of our knowledge and belief, provision of Section 209(1)(d) are not applicable to the
Company. Therefore, the provisions of clause 4(viii) of the Order are not applicable to the Company
during the period.
a) As per information and explanations given to us the Company is regular in depositing the
undisputed statutory dues including income tax and other material statutory dues, as applicable to
it, with the appropriate authorities. There were no dues payable towards provident fund, Investor
110
education and protection fund, employee state insurance, sales tax, wealth tax, service tax, custom
duty, excise duty and cess by the company during the period.
b) No undisputed amounts payable in respect of Income-tax, and other material statutory dues
applicable to the Company were in arrears as at March 31, 2013 for a period of more than six
months from the date they became payable.
c) According to the information and explanations given to us, there are no statutory dues outstanding
on account of any dispute as of March 31, 2013.
(ix)
The Company has been registered for a period of lessthan five years. Therefore the provisionofclause
4(x) of the Order is not applicable to the Company during the period.
(x)
Based on our audit procedures and as per the information and explanation given by the management,
the Company did not have any outstanding debentures or outstanding loans from financial institutions
or banks.
(xi)
According to the information and explanations given to us and based on the documents and records
produced to us, the Company has not granted loans and advances on the basis of security by way of
pledge of shares, debentures and other securities.
(xii)
In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the
provisions of clause 4(xiii) of the Order are not applicable to the Company dur ing the period.
(xiii)
In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other
investments. Therefore, the provisions of clause 4(xiv) of the Order are not applicable to the Company
during the period.
(xiv)
According to the information and explanations given to us, the Company has not given any guarantee
for loans taken by others from banks or financial institutions.
(xv)
The Company did not have any term loans outstanding during the period. Therefore, the provisions of
clause 4(xvi) of the Order are not applicable to the Company during the period.
(xvi)
According to the information and explanations given to us and on overall examination of the Balance
Sheet and Cash Flow Statement of the Company, we report that no funds raised on short term basis
have been used for long term investments.
(xvii) The Company has not made any preferential allotment of shares to parties or companies covered in the
register maintained under section 301 of the Act. Therefore, the provisions of clause 4(xviii) of the
Order are not applicable to the Company during the period.
(xviii) The Company did not have any outstanding debentures during the period.Therefore, the provisions of
clause 4(xix) of the Order are not applicable to the Company during the period.
(xix)
The Company has not raised any money by public issues during the period.Therefore, the provisions of
clause 4(xx) of the Order are not applicable to the Company during the period.
(xx)
Based upon the audit procedures performed for the purpose of reporting the true and fa ir view of the
financial statements and as per the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during the course of our audit.
For NGS & Co. LLP
Chartered Accountants
Firm Registration No.:119850W
Navin T. Gupta
Partner
Membership No.: 40334
Mumbai
15 April, 2013
111
FUTURE LIFESTYLE FASHIONS LIMITED
(FORMERLY KNOWN AS FUTURE VALUE FASHION RETAIL LIMITED)
BALANCE SHEET AS AT MARCH 31, 2013
(Rs.in Lakhs)
EQUITY AND LIABILITIES
Shareholders’ Funds
Share Capital
Reserves and Surplus
Current Liabilities
Other current liabilities
Note
As at March 31, 2013
2
3
514.63
(34.13)
4
0.63
481.13
5
0.24
6
7
8
17.03
450.00
13.86
481.13
TOTAL
Assets
Non-Current assets
Long-Term Loans and Advances
Current assets
Cash and Cash Equivalents
Short-Term Loans and Advances
Other Current Assets
TOTAL
Notes forming part of Financial Statements.
1-18
As per our report of even date
For NGS & Co.LLP
Chartered Accountants
For and on behalf of Board of Directors
Navin T. Gupta
Partner
Membership No.40334
Mumbai
15 April 2013
Director
112
Director
FUTURE LIFESTYLE FASHIONS LIMITED
(FORMERLY KNOWN AS FUTURE VALUE FASHION RETAIL LIMITED)
STATEMENT OF PROFIT AND LOSS FOR THE PERIOD FROM MAY 30, 2012 TO MARCH 31, 2013
(Rs.in Lakhs)
For the period ended
March 31, 2013
Note
INCOME
Other Income
Total Revenue
EXPENDITURE
Other expenses
Total expenses
9
15.40
15.40
10
48.08
48.08
(32.68)
Profit/ (Loss) Before Tax
Less: Tax Expenses
Current Tax
Deferred Tax
Profit/ (Loss) After Tax
Earnings Per Equity Share of Face value of Rs.2 each
Basic and Diluted – Equity
Notes forming part of Financial Statements.
(1.45)
(34.13)
(0.30)
1-18
As per our report of even date
For NGS & Co.LLP
Chartered Accountants
For and on behalf of Board of Directors
Navin T. Gupta
Partner
Membership No.40334
Mumbai
15 April 2013
Director
113
Director
FUTURE LIFESTYLE FASHIONS LIMITED
(FORMERLY KNOWN AS FUTURE VALUE FASHION RETAIL LIMITED)
CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2013
(Rs.in Lakhs)
Particulars
A.
Cash Flow from Operating Activities:
Net Profit before tax as per Statement of Profit and Loss
Adjusted for:
Interest income
Operating Cash Profit before Working Capital Changes
Adjusted for:
Increase/ (Decrease) in Trade Payable
(increase)/ Decrease in Current Assets
(increase)/ Decrease in Inventories
Sub-Total
Cash Generated from Operating Activities
Taxes paid (net)
Net Cash Flow From Operating Activities
B.
Cash Flow from Investment Activities:
Deposits
Inter Corporate Deposits
Interest Income
Net Cash Flow From Investment Activities
C.
Cash Flow from Financing Activities
Allotment of Shares
Net Cash Flow from Financing Activities
Net Increase/ (Decrease) in Cash and Cash Equivalents (A+B+C)
Closing Balance of Cash and Cash Equivalents
As per our report of even date
For NGS & Co.LLP
Chartered Accountants
As at March 31, 2013
(32.68)
(15.40)
(48.80)
0.63
(13.86)
(13.23)
(61.31)
(1.54)
(62.85)
(0.15)
(450.00)
15.40
(434.75)
514.63
514.63
17.03
17.03
For and on behalf of Board of Directors
Director
Navin T. Gupta
Partner
Membership No.40334
Mumbai
15 April 2013
114
Director
1)
NOTES TO THE FINANCIAL STATEMENTS
A.
Basis of preparation:These financial statements have been prepared in accordance with the generally accepted accounting principles in
India (IGAAP) under the historical cost convention on accrual basis and comply in all material aspects with the
Accounting Standards notified under Section 211(3C) and other relevant provisions of the Companies Act, 1956.
B.
Use of Estimates:Preparation of financial statements in conformity with IGAAP requires the management to make judgments,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the
disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based on the
management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates
could result in differences between the actual results and estimates which are recognized in future periods.
C.
Revenue Recognition:Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and
the revenue can be reliably measured.
Sales are recognized when significant risk and rewards of ownership of the goods have passed to the buyer which
coincides with delivery and are recorded net of trade discounts and VAT.
Interest income is recognized on time proportion basis taking into account the amount outstanding and the
applicable rate.
D.
Provisions, Contingent Liabilities and Contingent Assets:Provisions involving substantial degree of estimation in measurement are recognized when there is a present
obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent
Liabilities are not recognized, but are disclosed in the notes. Contingent Assets are neither recognized nor
disclosed in the financial statements.
E.
Taxation:Tax expenses comprise of Current and Deferred Tax.
Provision for current tax is made on the basis of estimated taxable income for the current accounting period in
accordance with the provisions of the Income Tax Act, 1961. Deferred tax resulting from “timing difference”
between taxable and accounting income is accounted for using the tax rates and laws that are enacted or
substantively enacted as at the Balance Sheet date. Deferred tax asset is recognized and carried forward only to
the extent that there is virtual certainty that the asset will be realized in future.
FUTURE LIFESTYLE FASHIONS LIMITED
Notes to Financial Statements for the year ended March 31, 2013
(Rs.in Lakhs)
Particulars
As at March 31, 2013
2: Share Capital
Authorised
250,000,000 Equity Shares of Rs.2/- each
5,000
5,000
Issued, Subscribed & Paid up
25,731,399 Equity Shares of Rs.2/- each
Total
514.63
514.63
115
a) Reconciliation of the shares outstanding at the beginning and at the end of the period.
As at March 31, 2013
Equity Shares
Number of Shares
(in Rs.)
25,731,399
514.63
25,731,399
514.63
Particulars
Issued during the period
Outstanding at the end of the period
b) Terms/rights attached to equity shares.
The company has only one class of equity shares having a par value of Rs.2 per share. Each holder of equity shares is
entitled to one vote per share. The company declares and pays dividends in Indian Rupees.
In the event of Liquidation of company, the holders of equity shares will be entitled to receive remaining assets of the
company, after distribution of all preferential amounts. The distributions will be in proportion to the numbers of equity
shares held by shareholders.
c) Shares held by holding company.
Particulars
As at March 31, 2013
Number of Shares
% of Holding
Equity shares of Rs. 2 each fully paid-up
Future Retail Limited {Formerly Known As Pantaloon
Retail (India)Limited}
25731399
100%
d) Details of Share held by share holders holding more than 5% aggregate shares in the Company:
Name of Shareholder
As at March 31, 2013
Number of Shares
% of Holding
Equity shares of Rs. 2 each fully paid-up
Future Retail Limited {Formerly Known As Pantaloon
Retail (India)Limited}
25731399
100%
FUTURE LIFESTYLE FASHIONS LIMITED
Notes on Financial Statements for the year ended March 31, 2013
(Rs.in Lakhs)
Particulars
3: Deficit in Statement of Profit and Loss
Loss for the current period
As at March 31, 2013
(34.13)
(34.13)
4 :Other Current Liabilities
Other Payables
0.63
0.63
5 :Long-Term Loans and Advances
(Unsecured, considered good)
Security Deposits
Deductions of Tax (Net of provisions for Income Tax)
0.15
0.09
0.24
116
6 :Cash and Cash Equivalents
Balance with bank in current account
17.03
17.03
7 :Short-Term Loans and Advances
(Unsecured, considered good)
Inter Corporate Deposits
450.00
450.00
8 :Other Current Assets
Interest Receivable
13.86
13.86
FUTURE LIFESTYLE FASHIONS LIMITED
Notes on Financial Statements for the year ended March 31, 2013
(Rs.in Lakhs)
As at
March 31, 2013
Particulars
9: Other Income
Interest Income
15.40
15.40
10 :Other Expenses
Auditors' Remuneration
Statutory Audit Fees
Other Services
Advertising Expenses
Legal Fees
Professional Fees
Preliminary Expenses and Share Issue Expenses
Other Expenses
0.22
0.03
0.20
10.05
0.03
37.51
0.05
48.08
11) Contingent Liabilities not provided for Rs. Nil.
12) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)
Rs. NIL.
13) Related Party Disclosures
Disclosures as required by Accounting Standard 18 “Related Party Disclosures” are given below:
a) Name of related party
Holding Company :
Future Retail Limited {Formerly known as Pantaloon Retail (India) Limited}(w.e.f. November 9, 2012)
Future Value Retail Limited (Till November 8, 2012)
Fellow Subsidiary :
Future Value Retail Limited (w.e.f November 9,2012)
b) Transaction with Related Parties
117
(Rs.inLakhs)
Holding Company
509.63
-
Nature of Transaction
Inter Corporate Deposits Given
Reimbursement of Expenses paid
Interest Income
Allotment of Shares
Outstanding Balances as on March 31, Receivable
Payable
Fellow Subsidiaries
450.00
0.21
13.86
463.86
0.21
14) Earnings Per Share
The calculation of Earnings per Share (EPS) as Accounting Standard (AS-20) on Earning per Share is as under:
May 30,2012 to
March 31, 2013
(34.13)
1,12,15,679
Particulars
Profit / (Loss) after tax (Rs. in lakhs)
Weighted average number of equity shares outstanding during the period - Basic and
Diluted (Nos.)
Earnings per share of Rs.2/- each - Basic and Diluted (Rs.)
(0.30)
15) The Board of Directors of the Company have approved the Composite Scheme of Arrangement and
Amalgamation between Indus-League Clothing Limited (“ILCL”), Lee Cooper (India) Limited (“LEE”), Future
Ventures India Limited(“FVIL”), Future Retail Limited (formerly known as Pantaloon Retail (India) Limited)
and the Company and their respective shareholders and creditors (“Fashion Demerger Scheme”).
The Appointed Date for the Fashion Demerger Scheme is January 1, 2013 and the scheme would be given effect
on receipt of requisite approvals from statutory authorities.
16) There are no Micro, Small and Medium Enterprises, to whom the Company owes dues which are outstanding for
more than 45 days during the period. This information as required to be disclosed under the Micro, Small and
Medium Enterprise Development Act, 2006 has been determined to the extent such parties have been identified
on the basis of information available with the Company.
17) In absence of virtual certainty of future taxable income, deferred tax asset has not been calculated on losses as
per Income Tax Act, 1961.
18) Company was incorporated on May 30, 2012 and the first accounting period is from May 30, 2012 to March 31,
2013.
As per our report of even date
For NGS & Co.LLP
Chartered Accountants
For and on behalf of Board of Directors
Director
Navin T. Gupta
Partner
Membership No.40334
Mumbai
15 April 2013
118
Director
FUTURE LIFESTYLE FASHIONS LIMITED
PROFORMA CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2013 (BASED ON MANAGEMENT
ACCOUNTS)
(Rs.in Lakhs)
As on 31st March, 2013
EQUITY AND LIABILITIES
Shareholders’ Funds
Share Capital
Reserves and Surplus
514.63
1,13,952.29
1,14,466.92
100.02
360.72
Share Application Money Pending Allotment
Minority Interests
Non-Current Liabilities
Long-Term Borrowings
Deferred Tax Liabilities (Net)
Other Long Term Liabilities
Long-Term Provisions
92,058.39
3,236.42
100.80
38.74
95,434.34
Current liabilities
Short-Term Borrowings
Trade Payables
Other Current Liabilities
Short-Term Provisions
56,162.99
47,058.92
9,520.55
504.77
1,13,247.23
3,23,609.23
TOTAL
ASSETS
Non-Current Assets
Fixed Assets
Tangible Assets
Intangible Assets
Capital Work-In-Progress
Intangible Assets Under Development
Non-Current Investments
Long-Term Loans and Advances
Other Non-Current Assets
1,02,307.14
4,820.50
4,863.75
6.92
6,427.63
45,041.20
4.70
1,63,471.84
Current Assets
Inventories
Trade Receivables
Cash and Bank Balances
Short-Term Loans and Advances
Other Current Assets
1,07,188.64
24,920.80
4,467.90
23,552.60
7.45
1,60,137.40
3,23,609.23
TOTAL
For Future Lifestyle Fashions Limited
C.P. Toshniwal
Director
119
PROFORMA CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE QUARTER ENDED
MARCH 31, 2013 (BASED ON MANAGEMENT ACCOUNTS)
(Rs.in Lakhs)
Quarter Ended
31st March, 2013
INCOME
Revenue from Operations
67,316.37
Other Income
125.91
Total Revenue
67,442.28
EXPENSES
Cost of Materials Consumed
Purchases of Stock-in-Trade
Changes in inventories of Finished goods,Work in Progress and Stock in Trade
Employee Benefits Expense
Finance Costs
Depreciation and Amortization Expense
6,555.56
35,557.10
(80.97)
2,511.75
4,433.77
2,611.46
Other Expenses
15,278.04
Total Expenses
66,866.72
Profit Before Tax
575.56
Tax Expense
266.26
Profit After Tax and Before Share of Associates and Minority Interests
309.30
Add : Share of Profit of Associates
543.65
Less : Share of Profit/(Loss) to Minority Interests
12.87
Profit for the period
865.83
For Future Lifestyle Fashions Limited
C.P. Toshniwal
Director
120
UNAUDITED STANDALONE MANAGEMENT REVIEWED FINANCIAL RESULTS FOR THE QUARTER
ENDED JUNE 30, 2013
(Rs. in Crores)
Sr.
No.
Unaudited
Preceding
3 months
ended
31-03-2013
Unaudited
611.38
22.98
634.35
630.13
22.10
652.23
-
16.68
475.64
(100.45)
14.34
363.75
33.71
-
26.65
24.20
67.15
72.76
582.64
51.71
25.94
23.99
66.68
77.82
606.24
46.00
0.48
0.48
(0.48)
1.84
53.55
39.77
13.78
4.47
9.31
30.89
2.72
1.11
47.11
41.62
5.49
1.78
3.71
5.15
1.44
0.15
(0.33)
(0.33)
0.01
(0.34)
5.15
(0.34)
(0.30)
3 months
ended
30-06-2013
Particulars
PART I
1 Income From Operations
a) Net sales/income from operations (Net of excise duty)
b) Other Operating Income
Total income from operations
2 Expenses
a) Cost of materials consumed
b) Purchases of stock in trade
c) Changes in inventories of finished goods, work in
progress, and stock in trade - (Increase) / Decrease
d) Employee benefits expenses
e) Depreciation and amortization expense
f) Rent Including Lease rental
g) Other Expenditure
Total Expenses
3 Profit from Operations before other Income and finance
cost (1-2)
4 Other Income
5 Profit from ordinary activities before finance cost(3+4)
6 Finance costs
7 Profit / (loss) from ordinary activities before tax (5-6)
8 Tax Expenses
9 Net Profit / (Loss) for the Period (7-8)
10 Paid up equity share capital (Face value of Rs. 2 per share)
11 Reserves excluding Revaluation Reserves
12 Basic & Diluted EPS: (in Rs.)
PART II - Select Information for the Quarter and three Months ended 30th June 2013
A PARTICULARS OF SHAREHOLDING
1 Public share holdings:
Equity shares:
-Number of shares
NIL
74,031,069
-Percentage of shareholdings
47.92
2 Promoters and Promoter group shareholding:
a) Pledged/Encumbered
- Number of Equity Shares
NIL
29,491,287
-Percentage of Equity Shares(as a % of total equity
shareholding of Promoters and promoter group)
36.66
-Percentage of Equity Shares (as a % of total equity share
capital of company)
19.09
b) Non-Encumbered
- Number of Equity Shares
50,950,875 25,731,399
-Percentage of Equity Shares(as a % of total equity
shareholding of Promoters and promoter group)
100.00
63.34
121
Year Ended
31-03-2013
Audited
NIL
NIL
25,731,399
100.00
B
1
2
3
4
5
INVESTOR COMPLAINTS
3 months
ended
30-06-2013
Particulars
3 months ended
30-06-2013
Pending at the beginning of
the quarter
NIL
Disposed off during the quarter
NIL
Received during the quarter
NIL
Remaining unresolved at the end of
the quarter
NIL
Particulars
The above results have been reviewed by Audit Committee and the same were taken on record by the Board of
Directors of the Company at its meeting held on 14th August,2013.
During the quarter under review, the Composite Scheme of Arrangement and Amalgamation between IndusLeague Clothing Limited, Lee Cooper (India) Limited, Future Ventures India Limited, Future Retail Limited,
Future Lifestyle Fashions Limited and their respective creditors and shareholders (“the Scheme”) was sanctioned
by the Hon’ble Bombay High Court on 10 May, 2013. The Scheme was made effective on 29 May, 2013 with
Appointed Date of 1 January, 2013.
Pursuant to the Scheme, 12,87,41,832 equity shares of Rs 2/- each were allotted to the shareholders of Future
Retail Limited and Future Ventures India Limited on 25 June, 2013 and as a result, with effect from the said date,
the Company has ceased to be a subsidiary of Future Retail Limited.
The Company has made application to BSE Limited and National Stock Exchange of India Limited on 26 June,
2013 for exemption under section 19 (2) (b) of Securities Contracts (Regulation) Rules, 1957, and for listing of
its shares on Stock Exchanges. In-principle approval from both the stock exchanges has already been received
and approval from Securities & Exchange Board of India is awaited.
The Company has only one business segment i.e. "Fashion".
By Order of the Board
Place : Mumbai
Date : August 14, 2013
C P Toshniwal
Director
122
MANAGEMENT DISCUSSION AND ANALYSIS
Business Overview
Our Company’s current business is resultant of de-merger of lifestyle fashion businesses of Future Retail Limited
(formerly known as Pantaloon Retail (India) Limited) (“FRL”) and Future Ventures India Limited (“FVIL”) pursuant
to the Scheme. Post the said Scheme, our Company is an integrated fashion company with presence across key
segments within the fashion industry including trend spotting, brand building, product development, manufacturing
and distribution.
Our Company’s business has been designed to capture the trend of consumers getting more attuned to fashion and
brand preferences. Through our presence in three integrated areas: fashion brands, fashion distribution and
investments in fast growing fashion companies, we are poised to capture the fast growing and evolving fashion market
in the country.
We have a portfolio of fashion brands that covers the entire gamut of sub-categories including formal menswear,
casual wear, active or sportswear, women’s ethnic wear, women’s denim wear, women’s casual wear, footwear and
accessories and are present across various price points. We have designed and developed many brands over a decade
such as Indigo Nation, Scullers, Urbana, Jealous21, Urban Yoga, etc. We have manufacturing and marketing licenses
for fashion brands like John Miller, Bare, RIG, Spunk, Lombard, Buffalo, etc. Further, we have exclusive
manufacturing and marketing licenses for India for global brands like Manchester United, Lee Cooper, Daniel
Hechter, UMM, Converse, etc.
Our fashion brands, which are designed and developed by us, are distributed through our retail chains, exclusive brand
outlets (EBOs) and multi brand outlets (MBOs) across the country. Our retail chains viz. Central, Brand Factory, aLL
and Planet Sports, are spread across 3.65 million square feet of retail space. The four retail chains collectively
attracted over 45 million customer footfalls during the calendar year 2012 in 36 cities across the country. These chains
are backed by strong sourcing network, in-house trend-spotting and design teams, coupled with robust logistics and
warehousing network. Further, our distribution network includes over 128 EBOs and over 225 MBOs, which are
present in over 80 cities across the country.
Our Company also focusses on investing in fast growing fashion companies and building the portfolio of fashion
brands. To further strengthen the fashion portfolio of our Company, we have investments in companies, which
owns/manages fashion brands like AND, Turtle, Celio, Clarks, Mother Earth, Tresmode, Mineral, etc.
Pursuant to the Scheme, as per proforma management accounts as on March 31, 2013, the effective operational
income of our Company was Rs. 67,316.37 Lacs and profit after tax was Rs. 865.83 Lacs.
Factors Affecting Results of Operations
General Economic Conditions
Our Company is affected by general economic conditions. Growth rates of the economy and income levels of
consumers are one of the major determinants of demand in the Fashion industry. Availability of credit for consumers
and businesses has direct linkage with consumer spending. The global credit markets have experienced, and may
continue to experience, significant volatility and may continue to have a significant effect on the availability of credit
and the confidence of consumers. Any slowdown in the Indian economy or a decline in consumer spending will have
an impact on the Company’s results of operations.
Supply chain management and working capital management
Our business is dependent on effective supply chain management. Our supply chain stretches from suppliers to final
customers. Ensuring availability of shelf space for our products requires quick turnaround times and high level of
coordination with suppliers is critical for the success of the business.
A significant portion of our Company’s revenues are generated from products that are characterized by high
investments in working capital, predominantly in inventories and debt. Our Company has incurred high investments
primarily due to our wide product range and large distribution network. Managing working capital needs efficiently is
a key to our profitability.
Our ability to identify trends according to fashion
In fashion business the brand has to evolve according to the tastes and preferences of the consumer.
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Typically the players which are able to spot the trend early stand to gain the market share. Our Company keep track of
customer preference and emerging trends in the Lifestyle Fashion market. The trends about customer test, preference,
fashion, looks, styles , needs and wants enables our Company to create new customer segment , market , product line
etc . Our ability to spot the trend early or adapt quickly to the changing trend would have an impact on our results of
operations.
Competition and Pricing
The Company operates in a competitive market environment. Our Company faces competition from other fashion
brand companies. Further, it faces competition from online retailers who market similar products. With the opening of
new malls, many new players are expected to enter organized retailing and competition could increase. The entry
strategy of the new entrants and growth strategy of existing competitors may not be focused on profitability in the
short term. This could affect the profitability dynamics of our fashion business. Additionally, we may face competition
from international players if foreign participation in the retail sector is further liberalized. Moreover, as the industry is
highly fragmented, we also face competition from local stores who may, for a variety of reasons, such as easier access
to, as well as established personal relationships with, the customers, be able to cater to local demands better than us.
Managing the competition effectively is one of the major factors affecting our results of operation.
Significant Accounting Policies
F. Basis of preparation:These financial statements have been prepared in accordance with the generally accepted accounting principles in
India (IGAAP) under the historical cost convention on accrual basis and comply in all material aspects with the
Accounting Standards notified under Section 211(3C) and other relevant provisions of the Companies Act, 1956.
G. Use of Estimates:Preparation of financial statements in conformity with IGAAP requires the management to make judgments, estimates
and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of
contingent liabilities, at the end of the reporting period. Although these estimates are based on the management’s best
knowledge of current events and actions, uncertainty about these assumptions and estimates could result in differences
between the actual results and estimates which are recognized in future periods.
H. Revenue Recognition:Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the
revenue can be reliably measured. Sales are recognized when significant risk and rewards of ownership of the goods
have passed to the buyer which coincides with delivery and are recorded net of trade discounts and VAT.Interest
income is recognized on time proportion basis taking into account the amount outstanding and the applicable rate.
I. Provisions, Contingent Liabilities and Contingent Assets:Provisions involving substantial degree of estimation in measurement are recognized when there is a present
obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities
are not recognized, but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the
financial statements.
J. Taxation:Tax expenses comprise of Current and Deferred Tax. Provision for current tax is made on the basis of estimated
taxable income for the current accounting period in accordance with the provisions of the Income Tax Act, 1961.
Deferred tax resulting from “timing difference” between taxable and accounting income is accounted for using the tax
rates and laws that are enacted or substantively enacted as at the Balance Sheet date. Deferred tax asset is recognized
and carried forward only to the extent that there is virtual certainty that the asset will be realized in future.
Changes in accounting policies
This being first year of operation of our Company, there is no change in accounting policies.
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Business Performance Review
(Rs.in Lakhs)
For the period ended
March 31, 2013
INCOME
Other Income
Total Revenue
EXPENDITURE
Other expenses
Total expenses
Profit/ (Loss) Before Tax
Less: Tax Expenses
Current Tax
Deferred Tax
Profit/ (Loss) After Tax
15.40
15.40
48.08
48.08
(32.68)
(1.45)
(34.13)
Since this being the first year of operation of our Company no substantial business has been undertaken in this fiscal.
On a pre-scheme basis, for the Fiscal 2013, our Company had interest income of Rs. 15.40 lakhs as against the
expenditure incurred of Rs.48.08 lakhs comprising of auditor expenses, advertising expenses, legal and professional
fees and other preliminary expenses. The net loss for Fiscal 2013 was 34.13 lakhs.
Our promoter FRL held the entire share capital amounting to Rs. 514.63 lakhs
Quantitative and Qualitative Disclosures about Market Risk
In the normal course of business, our Company is exposed to certain market risks such as interest rate risk, competitor
risk and human resource risk.
Interest Rate Risk
The Company is exposed to interest rate risk on its floating rate debt and on additional debt financing that may be
needed for various reasons, including funding capital expenditures and the repayment or refinancing of outstanding
debt. Upward fluctuations in interest rates increase the costs of both existing and new debt. Fluctuations in interest
rates also impact the value of our Company’s investment portfolio.
Competitor Risk
The market is highly competitive & fragmented with no major entry barriers. Company continues to focus on increasing
its market share and taking marketing initiatives that help create differentiation and provide optimum service to its
customers.
Human Resource Risk
Company’s ability to deliver value is shaped by its ability to attract, train, motivate, empower and retain the best
professional talents. It shall continuously benchmark HR policies and practices with the best in the industry and shall
carry out necessary improvements to attract and retain the best talent.
Unusual or Infrequent Events or Transactions
Except as discussed above, there have been no events or transactions to our knowledge which may be described as
unusual or infrequent.
Significant Economic Changes
Except as discussed above, to our knowledge there are no known factors which will have a material adverse impact on
our operations and profitability.
Known trends or uncertainties
Our Company’s business has been impacted and is expected to continue to be impacted by the trends identified above
in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations Factors Affecting Results of Operations and the uncertainties described in the section titled “Risk Factors”. To the best
of our knowledge, except as has been described in this Information Memorandum, there are no known factors, which
our Company would expect to have a material adverse impact on its revenues or income from continuing operations.
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Future relationship between costs and income
Other than as described in the chapters “Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and elsewhere in the Information Memorandum, to our Company’s knowledge,
there are no known factors which will have a material adverse impact on its operation and finances.
Increase in revenue
In addition to increases in the volume of sales of our Cmopany’s products, the introduction of the new products and/or
brands would also likely contribute to increases in our Company’s revenues.
Total turnover of each major industry segment
Except as disclosed under “Industry Overview” section, we don’t have total turnover of each major industry
segment in which we operated.
New product or business segment
Other than as described in the section titled “Business”, to the Company’s knowledge, there are no new products or
business segments.
Seasonality
We are a company dealing with fashion products. The fashion industry is seasonal, highly creative, competitive and
rapidly-changing with change in customer preferences, income levels and demographics. Further, sale of fashion
products is also affected by festive and marriage seasons. Sale of our products may decline during recessionary
periods and may decline for a variety of other reasons, including changes in fashion trends and the introduction of new
products or pricing changes by our competitors. For further details please refer the chapter “Risk Factors”
Significant dependence on a single or few suppliers or customers
We are not significantly dependent on a single or few suppliers or customers.
Competitive Conditions
For details of competitive conditions we face, see sections titled “Risk Factors” and “Our Business” of this
Information Memorandum.
MATERIAL DEVELOPTMENTS SUBSEQUENT TO LAST FINANCIAL YEAR
 The Hon’ble High Court of Judicature at Bombay, vide Order dated May 10, 2013, has sanctioned the Composite
Scheme. Pursuant to the Scheme, the FRL Demerged Undertaking of FRL and FVIL Demerged undertaking of
FVIL have been vested with our Company with effect from January 1, 2013 (i.e. the Appointed Date under the
Composite Scheme of Arrangement and Amalgamation) under Sections 391 to 394 read with Sections 78 and
100 to 103 of the Companies Act, 1956.
 The aforesaid order of the Hon’ble High Court of Judicature at Bombay was filed by our Company with the
Registrar of Companies (“ROC”), Maharashtra, Mumbai on May 29, 2013 which is the Effective Date of the
Scheme.
 As per the Composite Scheme, FRL and FVIL have transferred all assets, debts, liabilities, duties and obligations
of every kind of its FRL Demerged Undertaking and FVIL Demerged Undertaking to FLFL. Further, FLFL
issued and allotted equity shares on June 25, 2013 to every member of FRL and FVIL, whose name appears in the
register of members of FRL and FVIL, on the record date i.e. June 24, 2013.
 Our Company has received in-principle approvals from BSE and NSE on July 29, 2013 and August 7, 2013
respectively.
 Our Company has entered into Share Purchase and Subscription Agreement (SPSA) for sale of its entire holding
of 25.8% in Biba Apparels Private Limited (BIBA).
 Our Company has received copy of letter dated September 25, 2013 from SEBI and addressed to BSE granting
relaxation to the Company from the applicability of Rule 19(2)(b) of the Securities Contracts (Regulations) Rules,
1957.
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SECTION VI - LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS
Except as described below, there are no material outstanding or pending litigations, suits, criminal or civil
prosecutions, proceedings or tax liabilities against our Company, our Directors, our Promoters or our Group
Companies that would have a material adverse effect on our business and there are no defaults, non payment or
overdue of statutory dues, institutional/ bank dues or dues payable to holders of debentures, bonds and fixed deposits
(irrespective of whether they are specified under Part I of Schedule XIII of the Act), that would have a material
adverse effect on our business:
All references to the “Company”, “we”, “our” and “Group Companies” in this Section VI shall relate to the companies
for whom disclosures have been made in this Section under the respective headings.
Litigations involving Our Company:
Cases filed against Our Company:
 Civil cases:

A case No. 1130 of 2008 is filed by Central Retail Corporation Limited, Central Department Store Limited and
Harng Central Department Store Limited before the High Court of Delhi against FRL and Future Brands Limited
seeking a permanent injunction to restrain from using the trademark “Central” and has sought damages of a sum
of Rs. 100 million.

Appln. No. 769/2011 is filed by Malek Taukir Shafi Mohammed, former employee, before the Hon'ble Payment
of Wages Authority at Ahmedabad Labour Court, against ILCL claiming overtime wages and compensation for
harassment and consequent resignation.

Appln. No. 770/2011 is filed by Saiyed Majid Husain before the Hon'ble Payment of Wages Authority at
Ahmedabad Labour Court claiming overtime wages and compensation for harassment and consequent
resignation.

A petition No. 501 / 12 is filed by Geeta Gehlawat & Ors before Delhi High Court against FRL and M/s Khemka
Stuart Leisure Limited relating to immovable property taken on lease. The Delhi High Court has granted liberty
to the petitioners to invoke arbitration clause. Petitioners have invoked arbitration proceedings.

A petition No.502/12 is filed by Jitaditya Malik & Ors before Delhi High Court against FRL and M/s Khemka
Stuart Leisure Limited relating to immovable property taken on lease. The Delhi High Court has granted liberty
to the petitioners to invoke arbitration clause. Petitioners have invoked arbitration proceedings.

A Writ Petition No. 30836 – 30838/2010 is filed by Mr. Brand Calculus Franchising India P. Ltd and others
before the Karnataka High Court and against Union of India, Director General of Service Tax and FRL seeking a
stay of service tax levied on “renting of immovable property”.

Mr. Pritam Bhardwaj has vide petition no. NIL filed U/s 9 of Arbitration & Conciliation Act, 1996 before Addl.
District Judge, Gurgaon against FRL wherein the Petitioner has alleged that FRL has unilaterally terminated the
Business Conducting Agreement executed by and between the Petitioner and FRL w.r.t. premise located at
"Gurgaon Central".

Arbitration proceedings before the Sole Arbitrator, Justice (Retd.) V.S. Aggarwal, New Delhi is initiated by Curo
India Pvt. Ltd., against ILCL for Recovery of lock-in-period Rent pertaining to ILCL Store at Flamez Mall,
Chandigarh.
Stamp Duty cases:

A writ petition No.34035 of 2009 before Allahabad High Court is filed by FRL against Order passed by
Assistant Collector, Ghaziabad with respect to deficiency in payment of stamp duty in relation to the property
situated at W-2, Sector 1, Vaishali, Ghaziabad. The High court directed Appellate Authority to decide the case.
Criminal Cases:

A criminal case No. 06/2010 is filed by Local Health Authority, Baroda, before the First Class Judicial
Magistrate, Baroda, against FRL and others alleging the violation of the provisions of Prevention of Food
Adulteration Act, 1954.
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
Two separate criminal cases Nos. 3341/ SS/ 11 and 3777/ SS/ 11 are filed by Inspector Security Guard Board for
Gr. Mumbai and Thane District, before Add. Chief Metropolitan Magistrate, Ballard Pier against FRL, Mr.
Kishore Biyani and others for the alleged non compliance of Private Security Guard (Regulation of Employment
& Welfare ) Act, 1981.

Criminal Complaints (Criminal complaint no. 22764/2013 to 22766/ 2013) filed by M.H. Patel (Labour
Inspector) Baroda, against Director and company {(1) Baroda Central (Division of Pantaloon), (2) Mr. Kishore
Biyani and others for Offence u/s 26 (1), 26 (B)1, 26 (2), 25 (1), 24 (1), 21 (4), 26 (A) Payment of Bonus Act.
Cases filed by Our Company:
 Civil cases:

FVRL and FRL had filed a Writ Petition bearing no. 6861 0f 2011 on 16th March 2011 in the High Court of
Judicature of Andhra Pradesh at Hyderabad seeking writ of Mandamus or any other writ order or direction
declaring the action of the Greater Hyderabad Municipal Corporation (GHMC) in proposing to levy and collect
bulk garbage charges as illegal, arbitrary, unconstitutional and contrary to the provisions of the Hyderabad
Municipal Corporation act 1955. Order has been granted on 16th March 2011 directing the GHMC not to
interfere with trade or business of the Petitioners in any manner including by demanding bulk garbage charges.
Further it is directed that if any shop is closed by the officials of the GHMC for non payment of Garbage levy
charges, they would be held personally liable.
Litigations involving Our Subsidiaries:
A. Indus-League Clothing Limited (ILCL)
Cases filed by ILCL:
 Civil:

A civil case No. 1604 of 2009 is filed by ILCL before Additional Civil Judge, Senior Division, Chandigarh,
against Realtech Constructions Pvt. Ltd. and Meters & Instruments Pvt. Ltd. for recovery of Rs.17,52,498/- in
the matter of recovery of secureity deposits paid by ILCL towards two stores.
 Criminal:

A criminal case P.C.R. No. 950 to 955 /2012 is filed by ILCL before XIV ACMM, Bangalore, against Pratham
Fashions, Bangalore for recovery of Rs.8,48,075/- under section 138 of Negotiable Instruments Act, 1938.
Cases filed against ILCL:
 Civil:

A civil case No. O.S. 156 of 2007 is filed by Kalanjali Arts and Crafts a division of Margadarsi Marketing Pvt
Ltd., Hyderabad, before Honb'le 1st Senior Civil Judge, City Civil Court, Hyderabad, against ILCL regarding
financial matter and disputed by ILCL.

A civil case No. O.S. 121 of 2011 is filed by Kalanjali Arts and Crafts a division of Margadarsi Marketing Pvt
Ltd., Hyderabad, before Honb'le 1st Senior Civil Judge, City Civil Court, Hyderabad, against ILCL regarding
financial matter and disputed by ILCL.
Litigations involving promoters of Our Company:
A. Future Corporate Resources Limited (FCRL)
Cases filed against FCRL: Nil
Cases filed by FCRL:
FCRL has filed the Suit for Recovery of Loans (advanced by Future Capital Holdings Limited and assigned to FCRL)
against Aviotech Private Limited (AVL) before Mumbai High Court. The said High Court on 24 th August 2012 had
passed an Injunction order restraining AVL from creation of any transfer, sale and encumbrance etc. to any third party
in respect of 11,28,51,000 shares of Deccan Chronicle Holdings Limited (DCHL) and and properties mortgage in
favour of lender. Further on 16th April 2013, the said High Court has passed an order to appoint a Receiver in respect
of Mortgaged Property. The Appeal has been filed against the order of appointment of Receiver in respect of
Mortgaged Property.
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B. Future Retail Limited (FRL):
Cases filed against FRL:
 Civil Cases:

Two separate civil cases No. 5 of 2008 and 6 of 2008 are filed by Assistant Commissioner of Labour-II against
Big Bazaar, Hyderabad for payment of wages under the Minimum Wages Act, 1948. The amount involved in the
case is Rs.19,15,779/- in aggregate.

Two separate civil cases No. 5 of 2008 and 6 of 2008 are filed by Assistant Commissioner of Labour, Vijaywada
against Big Bazaar, Hyderabad for payment of wages under the Minimum Wages Act, 1948. The amount
involved in the case is Rs. 2,40,613/- in aggregate.

A civil case No.21 of 2008 is filed by The Senior Labour Inspector 18th Circle, Bangalore against Big Bazaar,
Bangalore for payment of wages as per the Minimum Wages Act, 1948.

A civil case is filed by Mr. Sanjay Goel before the Court of Senior Civil Judge, Delhi against FRL and Jaipur
Golden Transport Limited regarding non receipt of payment in respect of goods delivered and claimed an amount
of Rs.1,22,330 along with an interest at the rate of 18% per annum till the actual realization of the said amount.

A complaint before M.R.T.P. Commission, New Delhi is filed by J.K. Dhingra against the Branch Manager, Big
Bazaar and others alleging involvement in restrictive and unfair trade practices in respect of the “Great Exchange
Offer” scheme launched by FRL and claimed total amount of Rs.1,24,000/-.

A Title suit No.1809/2005 before the City Civil Court, Kolkata is filed by Vishal Chappria against FRL for nontransfer of 100 equity shares in FRL bought by the plaintiffs. The plaintiff has sought mandatory and permanent
injunction to restrain FRL from registering the said shares in any other name and from granting the rights in
relation to the said shares to any other person.

A Title suit No.87 of 2006 before the City Civil Court, Kolkata is filed by Sandhya Roy and Malay Roy against
FRL for non-transfer of 200 equity shares in FRL bought by the plaintiffs. The plaintiff has sought mandatory
and permanent injunction to restrain FRL from registering the said shares in any other name and from granting
the rights in relation to the said shares to any other person.

Arbitration proceedings have been initiated at Delhi by Ariba India Pvt. Ltd. against FRL for alleged breach of
software service contract whereby the goods and services will be made available to FRL at discounted prices. A
total amount of Rs.7,85,40,241.10 is claimed against FRL.

A complaint No.243/2007 is filed by Ajay Dadubhai Jebaliya against FRL for re-instatement in services.

A suit No.1082/2009 before Delhi High Court is filed against Home Solutions Retail (I) Ltd., Big Bazaar and
others for permanent injunction restraining from use of patent No.184753 and selling of PASSION DVD players.

A labour complaint No.892/2009 before Labour Court at Surat is filed by Mr. Raju Ganesh Prasad Gupta against
FRL for re-instatement of service.

Arbitration proceedings and two separate Petitions No. 227/2010 and No. 226/2010 have been filed by Galleria
Property Management Services Pvt Ltd. against FRL in Delhi in respect of immovable property situated at (i)
Shop No. 308, DLF City Centre, AP-Block, Shalimar Bagh, Delhi – 110088 and (ii) Shop No.27, DLF City
Centre, AP-Block, Shalimar Bagh, Delhi – 110088. As directed by the High Court, Delhi, FRL has furnished
security amount towards the arrears of rentals, maintenance and other charges in respect of the above immovable
properties.

Union Bank of India has filed an Application before Debt Recovery Tribunal – III, Kolkata against FRL and
others for the recovery of Rs. 2,94,67,855/- and Rs.12,94,74,321/- from others. Hearing is complete and matter is
reserved for Judgment.

A Writ Petition No. 26991/2011 is filed by Mr. S. Venkatramu before the Karnataka High Court and against
Union of India, Central Board of Excise and Service Tax, Assistant Commissioner of Central Excise,
Superintendent of Service Tax and FRL seeking a stay of service tax levied on “renting of immovable property”.

A Writ Petition No. 41796 – 41798/2011 is filed by Harinath Builders & Developers P. Ltd before the Karnataka
High Court and against Assistant Commissioner of Central Excise and Service Tax Udapi, Commissioner of
Central Excise & Service Tax Mangalore, Director General of Service Tax, Central Board of Excise & Customs
129
Department of Revenue, Union of India, and FRL seeking a stay of service tax levied on “renting of immovable
property”.

A civil suit No. 959/2009 is filed by Indian Performing Right Society Limited at Delhi against FRL restraining
FRL from publically performing or communicating of plaintiff’s collection of musical and literary work in
“Pantaloons” stores located at Unitech, Rohini, Delhi and crossriver Mall Shahdara, Delhi.

A civil suit No.3204 of 2010 is filed before Bombay High Court against FRL and others for lost of laptop from
baggage counter of store of FRL.

A writ petition is filed against Union of India, Central Board of Excise and Service Tax, Assistant Commissioner
of Central Excise, Superintendent of Service Tax and FRL and others at Kolkata High Court seeking stay of
service tax levied on “renting of immovable property.”

A Writ Petition No. 19434 of 2011 is filed by Mr. Hamid Mohammad Siddiq Khan before the Bombay High
Court against The State of Maharashtra, The Charity Commissioner, Haji Zakaria Haji Ahmed Patel, M/s.
Neelkamal Realtors and Builders P. Ltd., FRL, The Maharashtra State Wakf Board, The Chief Executive officer
of Maharashtra State Wakf Board challenging the Order passed by the Charity Commissioner inter alia granting
permission to the trustee to sale WAKF property without taking permission from the WAKF Board.

A summary suit No.8494/2010 is filed by Manoharlal Gandhi before City Civil Court at Bangalore against FRL
for recovery of sum of money towards the supply of goods at Big Bazaar.

A civil suit No. 171 /2010 is filed by Mr. Byas Madhav Tiwari & Surendra Mishra & Others before Civil Judge –
Senior Division against FRL and others for violation of the terms of agreement.

A suit No. 2615 of 2011 is filed by Mr. Ajai Shah before Bombay High Court against FRL for recovery of
outstanding amount.

Arbitration proceedings have been initiated by Laxmi Pat Surana before the High Court of Calcutta against FRL,
FVRL, Future Market Network Limited (formerly known as Agre Developers Limited) and others for
asceretaining claim made by Mr. Surana against Future Market Network Limited and others with respect to the
lease transaction of the property of properitership firm of Mr. Surana.

A special summary suit No. 09/2012 is filed by Laxmi Enterprises and Others before City Civil Court at Baroda
against FRL for recovery of sum of money relating to the immovable property leased to FRL.

Two separate labour cases No.113/2012 and 100/2012 are filed by Pathan Aatif Khan at Labour Court,
Ahmedabad against FRL for payment of wages.

A labour case No.132/2012 is filed by Mr. Puneet Dinesh Chaubey at Third Labour Court Judge, Nagpur against
CEO- FRL for payment of salary and reinstatement of services.

A civil suit no 86/2011 is filed by M/s Agrawal Dugdhalaya at Small causes Court at Baroda against FRL for
recovery of sum of money for termination of Agreement of Sale.

A Civil Appeal No.4223 of 2012 filed by Brihanmumbai Electricity Supply and Transport undertaking (BEST)
on the file of the Hon’ble Supreme Court against judgment and order dated 4th April, 2012 in Appeal No.149 of
2010 passed by Appellate Tribunal for Electricity (APTEL). Respondent in the appeal No.4223 of 2012 are
Maharashtra Electricity Regulatory Commission (MERC) and 12 others including FRL.
The Said appeal No.149 of 2010 dismissed by APTEL which was filed by BEST against order dated 22nd
February 2010 made by the MERC allowing the case filed by Shi Guruprasad Shetty complaining against Tata
Power Corporation ( TPC) for not proving electricity supply to him as he was a consumer within the area of
supply of BEST. MERC held TPC is bound to supply electricity to any and all consumers in its licensed area of
supply including consumer who wish to change from BEST to TPC.
FRL had filed application for impalement in Appeal No.149/2010 in APTEL. Hence, FRL is also one of the
respondents in this Civil Appeal No.4223 in Supreme Court.

Smt. K.Neela and others as Plaintiff have filed a suit for Possession and Injunction against Nagappa Reddy and
others in O.SNo.1862/2008. The said Plaintiff has now filed an impleading application under Order I Rule 10
(2) of CPC to implead FRL as one of the defendant as FRL is the tenant of one of the suit schedule property.

A summary suit 2261 of 2012 is filed by M/s Esskay International before City Civil Court at Dindoshi against
FRL, FVRL and Kishore Biyani for recovery of sum of money against the goods delivered and manufactured by
the plaintiff and later on seized by the Central Excise Department for non-payment of duties.
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
Two separate civil suits No. 91 of 2012 and No. 94 of 2012 are filed by Milan Theatre Pvt. Ltd. at City Civil
Court at Dindoshi against FRL and others for eviction of immovable property licensed by Milan Theatre Private
Limited.

FRL has filed a Civil Writ petition no. 43257 of 2013 against the award dt. 29.05.2013 passed by the Presiding
Officer, Labour Court, Meerut, Uttar Pradesh wherein the Presiding Officer has allowed the Complaint filed by
Mr. Robin Yadav and has ordered the Company to pay an amount of Rs.172264 along with his reinstatement.

An application under section 11 of Arbitration and conciliation Act for appointment of an Arbitrator by M/s
Sreerasthu Hotels and Properties Pvt. Ltd against FRL was made before the Hon’ble High Court of Andhra
Pradesh, at Hyderabad bearing AA. No. 47/2013 for alleged breach of Indenture of Lease whereby the FRL
neither took possession for fit outs nor paid remaining Security Deposite and rentals. A total amount of Rs.
6,42,60,000/- has been claimed by Petitioner.

A civil suit No.1241 of 2009 before the Hon’ble Bombay High Court is filed by Sports and Leisure Apparels
Limited against FRL, Kishore Biyani and others in respect immovable property situated at Mumbai seeking an
injunction against creating any third party right, interest and parting with possession/ inducting third party in
possession. The Complainant has raised a demand of Rs.1,91,77,189/- towards the compensation for loss of
business and Rs. 7,91,84,864/- towards loss and damages and interalia a sum of Rs 59,284 per day for further
loss of business.

A Writ Petition No.26202-26216/2010 and 26688-26717/2010 is filed by Mr. M.G. Dattathreya and others
before the Karnataka High Court and against Assistant Commissioner of Service Tax Bangalore, Commissioner
of Service Tax Bangalore, Director General of Service Tax, Union of India and FRL seeking a stay of service tax
levied on “renting of immovable property”.

An Arbitration Petition no. 455 of 2013 has been filed before the High Court at Bombay, by Axiom Telecom
LLC (Petitioner) against Future Retail Limited seeking certain interim reliefs against the Respondents to preserve
its rights under the Joint Venture Agreement between the Petitioner and the Respondents. The Petitioner also
invoked Arbitration Petition before Singapore International Arbitration Centre against Respondent for preserving
its rights under the Joint Venture Agreement entered between Respondent and the Petitioner and also claimed the
damages. However the claim amount not yet finalised. Respondent has also filed its response in petition as well
as arbitration. Both the matter are currently pending.
 Stamp duty cases and notices:

A writ petition No.63626 of 2009 filed before Allahabad High Court is filed by FRL wherein the Orders passed
by the CCRA with respect to deficiency in payment of stamp duty in relation to the property belonging to Noida
Amusement Park.

A writ petition No.844 of 2013 before Lucknow Bench of Allahabad High Court is filed by FRL wherein the
Orders passed by the Additional Collector and Commission are challenged with respect to deficiency in payment
of stamp duty in relation to the property belonging to Sahara India Commercial Corporation Limited, Sahara
Ganj, Hazrat Ganj Lucknow.

A writ petition No.34090 of 2010 before Allahabad High Court is filed by FRL against Order passed by CCRA
with respect to deficiency in payment of stamp duty in relation to the property situated at “Pantaloons” Rave
Entertainment Private Limited, Kanpur.

A writ petition No. 26444 of 2011 before Allahabad High Court is filed by FRL against Order passed by CCRA
with respect to deficiency in payment of stamp duty in relation to the property situated at Atlantic Mall, 34 BMG
Marg, Allahabad.

A Special Leave Petition No. SLP/34060/2012 is filed by FRL against the Order of Lucknow Bench of
Allahabad High Court for payment of stamp duty in relation to an immovable property belonging to Sahara India
Commercial Corporation Limited, Sahara Ganj, Hazrat Ganj Lucknow.

A case No.320/08 is initiated by Asst. Collector Stamps, Meerut against FRL for alleged deficiency in payment
of stamp duty in relation to an immovable property situated at “Big Bazaar”, Melange Mall, Delhi and
Deharadun Highway, Meerut.

A case No.260/2009 is initiated by Asst. Collector, Collect rate, Lucknow against FRL for alleged insufficient
payment of stamp duty in relation to immovable property.
131

FRL has been issued a notice no. F.SDMVV/2011/3700 by SDM, Vivek Vihar, Delhi relating to payment of
stamp duty relating to the premises situated at 98 & 9 C, Cross River Mall, Karkardooma, Delhi

The Collector of Stamps / SDM, Rampura, Delhi has issued a Stamp Notice bearing no F.COS/RG/201112/2415-2439 to M/s ADIDAS, FRL and another for non-payment of stamp duty on the instrument executed for
the premises situated at GF - 23 & 24, West Gate Mall, Rajouri Garden. FRL has filed its objections as regard to
the veracity of notice and now fresh notice has been issued against ADIDAS.

An Appeal is filed by FRL before CCRA, Allahabad against the ex-parte order passed by the Adjudication
Officer, Noida with respect to stamp case No.43/08-09 for recovery of stamp duty relating to the agreement of
immovable property situated at Unit No. 328 A, 3rd Floor, Plot No. – A2, Sector – 38 A, Noida, Distt – Gautam
Buddh Nagar, Uttar Pradesh.
 Criminal Cases:

Two separate criminal cases No. 2778 of 2008 and 2779 of 2007 are filed by Local Health Authority, Hubli at
First Class Magistrate, Hubli, against Big Bazaar and others alleging the violation of the provisions of Prevention
of Food Adulteration Act, 1954.

Two separate criminal cases No. 01 of 2010 and 02 of 2010 are filed by Local Health Authority, Baroda at First
Class Judicial Magistrate, Baroda, against Big Bazaar and others alleging the violation of the provisions of
Prevention of Food Adulteration Act, 1954.

A criminal case No. 926 of 2006 is filed by FDA Department before First Class Judicial Magistrate, Belapur,
against FRL and Mr. Kishore Biyani alleging the violation of the provisions of Prevention of Food Adulteration
Act, 1954.

A criminal case No. 2357 of 2009 is filed by Local Health Authority, Ahmedabad before the Metropolitan
Magistrate, Ahmedabad, against FRL, Mr. Kishore Biyani and others alleging the violation of the provisions of
Prevention of Food Adulteration Act, 1954.

Several criminal cases Nos.41 to 44 of 2008 are filed by Local Health Authority, Rachi, before the Chief Judicial
Magistrate, Rachi, against Mr. Kishore Biyani and others alleging the violation of the provisions of Prevention of
Food Adulteration Act, 1954. The High Court, on writ petition, has granted stay in favour of the accused.

Two separate criminal cases Nos. 28668 of 2008 and 20669 of 2008 are filed by Local Health Authority, Indore
before the First Class Judicial Magistrate, Indore, against Mr. Kishore Biyani, Mr. Rakesh Biyani, Mr. Shailesh
Haribhakti, Dr. Darlie Koshy and others alleging the violation of the provisions of Prevention of Food
Adulteration Act, 1954. The High Court of Madhya Pradesh, has granted stay in favour of the accused till the
final disposal of the case.

Two separate criminal cases Nos. 4556/2008 and 4557/2008 are filed by Local Health Authority Municipal
Corporation of Mamrup, Guwahati, before the Chief Judicial Magistrate, Kamrup, Guwahati, against FRL, Mr.
Kishore Biyani, Mr. Rakesh Biyani, Mr. Gopal Biyani and others alleging the violation of the provisions of
Prevention of Food Adulteration Act, 1954.

A criminal case No. 69 of 2010 is filed by Local Health Authority, Udaipur, before the Asst. Chief Judicial
Magistrate, Udaipur, against FVRL, Mr. Kishore Biyani, Mr. Rakesh Biyani and others alleging the violation of
the provisions of Prevention of Food Adulteration Act, 1954.

A criminal case No. 1184 of 2010 is filed by Food Inspector, Thane before the First Class Judicial Magistrate,
Navi Mumbai, against Mr. Kishore Biyani and others alleging the violation of the provisions of Prevention of
Food Adulteration Act, 1954.

A case No. 57/2012-13 is filed by Senior Labour Inspector before Labour Commission against Mr. Kishore
Biyani and others under Minimum Wages Act.

A complaint No. F.No.15/ADM/SW/2012/78 dated 07.01.2013 is filed by Food Safety Officer before ADM,
Kapashera, Delhi against FRL, FVRL, Mr. Kishore Biyani, Mr. Rakesh Biyani and others for declaring the
sample of "Tasty Treat Corn Flakes" sub standard as it contained extraneous matters vide report dt. 11.01.2012
of Public Analyst.

A Criminal Case No. 3777/ SS / 11 has been filed before the Additional Chief Metropolitan Magistrate’s 38th
Court at Ballard Pier by Mr. V. M. Shevade Inspector Security Guard Board for Gr. Mumbai & Thane District
against FRL and others for the alleged non compliance of the Private Security Guard (Regulation of Employment
& Welfare) Act, 1981 for non registration with the said board as a Principal Employer.
132

Chandra Shekar and 16 others have filed Labour case against FRL before Labour Commission under Payment of
Wages Act wherein FRL has been directed to appear before the Authority.
 Consumer Cases:

31 (Thirty One) matters involving Our Promoter Future Retail Limited are pending before various consumer
forums/ authorities. The Aggregate amount involved in these cases is Rs.63.65 lacs.
Cases filed by FRL:
 Civil Cases:

Special Civil Application No. SCA/5269/2008 is filed by FRL and others before Gujarat High Court against
Union of India, Secretary-Ministry of Finance, Director General of Service Tax and Central Board of Excise and
Customs, seeking stay on levy of service tax on renting of immovable properties.

Special Civil Application No. SCA/8735/2008 is filed by Mr. Bhagubhai H. Patel, Mr. Mukesh Bhagubhai Patel,
Mr. Yogesh Bhagubhai Patel & FRL and others before Gujarat High Court against Union of India, SecretaryMinistry of Finance, Director General of Service Tax and Central Board of Excise and Customs, seeking stay on
levy of service tax on renting of immovable properties.

A writ petition No.6572 of 2008 is filed by FRL before Andhra Pradesh High Court against Union of India,
Secretary-Ministry of Finance, Director General of Service Tax and Central Board of Excise and Customs,
seeking stay on levy of service tax on renting of immovable properties.

A writ petition No. 8245(W) of 2010 is filed by FRL and others before High Court of Kolkata against Union of
India, Secretary-Ministry of Finance, Director General of Service Tax, seeking stay on impugned notice for levy
of service tax on renting of immovable properties.

A writ petition No. 644 of 2008 is filed by FRL and others before High Court of Kolkata against Union of India,
Secretary-Ministry of Finance, Director General of Service Tax and Central Board of Excise and Customs,
seeking stay on levy of service tax on renting of immovable properties.

A writ petition No. 20599 of 2010 is filed by FRL and FVRL before High Court of Kolkata against Union of
India, and others, seeking stay on levy of service tax on renting of immovable properties.

A complaint No. 01 of 2010 is filed by FRL before Industrial Court at Thane against Bhartiya Mathadi Kamgar
Sena, for Unfair Labour Practices and disrupting caused to the business activities at Tarapur.

FRL has filed two writ petitions No. 908 of 2009 and 909 of 2009 before High Court of Guwahati against State
of Assam seeking quashing of Advertisement Tax Bill.

FRL has filed an Appeal No.207/2012 before State Consumer Dispute Redressal Forum against the Order passed
by the District Consumer Dispute Redressal Forum, Thane.

FRL has filed a case No.382 of 2010 before District Judge, Range Reddy against Mr. Chalasani Purnchandra Rao
& Others for interim injunction for restraining the defendants from crating any third party rights in respect of
immovable property.

FRL has filed a case No. 155 of 2010 before Addl. Civil Judge, Ludhiana against M/s FMI Ltd for permanent
and mandatory injunction for restraining the defendants from crating any third party rights in respect of
immovable property.

FRL has filed Arbitration O.P. No.1001 of 2010 before the Principal District Judge, Visakhapatnam against M/s.
Sri Srinivasa Homes seeking injunction restraining the defendants from crating any third party rights in respect
of immovable property.

FRL has filed an Arbitration application No.25043/2011 under the Arbitration & Conciliation Act, 1996 before
the City Civil Judge, against S. Dhanalakshmi and others seeking injunction restraining the defendants from
crating any third party rights in respect of immovable property.

FRL has filed a writ petition No.1710 of 2011 before the High Court at Bombay against Grocery Market and
Shops Board for Greater Mumbai and others against an inquiry report issued by the Inquiry Officer.

A civil appeal No.9030 of 2011 is filed by Inox Leisure Limited in the Supreme Court against the Union of India
and others including FRL seeking stay against the judgement and order of Delhi High Court for stay of service
tax levied on “renting of immovable property”.
133

A Civil Revision Petition filed by the FRL, in the High Court of Gujarat against Laxmi Enterproses and Others,
against the order of Baroda City civil court in the matter of Spl. summery suite no.09/2012, FRL filed an
application u.s 9 of the Arbitration Act to refer the matter to Arbitrator. Application rjected by the Baroda city
civil court hence, revision application has been filed by FRL in the high court of Gujarat.

FRL has filed a petition being TA No.7 of 2012, GA No. 344 of 2012 and CS No.15 of 2012 before the High
Court at Calcutta against Tivoli Park Apartment Pvt. Ltd., seeking specific performance of MOU with Tivoli
Park Apartment Pvt. Ltd and sought injunction restraining the defendants from crating any third party rights in
respect of immovable property.

FRL has filed the Arbitration Case bearing no AA. No. 641/2013 before City Civil Court at Bangalore against
Mr. Ramamurthy for specific performance in respect of the Lease Agreement with the Defendant.
 Criminal Cases:

FRL has filed a criminal complaint before Economic Offences Wing against Prakash Khanduri, Mithun Sahal,
Futermal Jain, Gopal Jain, Praveen, A.P. Mahesh Co-operative Bank Limited and its officials, Sahebrao
Deshmukh Co-operative Bank Limited and its officials and Apna Sahakari Bank Limited and its officials, with
respect to forging of cheque issued by FRL in favour its vendors.

FRL has filed a criminal case No.786/2007 before Second Addl. Chief Metropolitan Magistrate, Nampally,
Hyderabad against Mohd. Mahboob Ali-proprietor of Max Mobiles under Negotiable Instrument Act, 1881 for
dishonor of cheques.

FRL and Big Bazaar have filed a criminal miscellaneous petition No.2560 of 2008 before High Court of Kerala
against State of Ketala seeking stay on all proceedings filed against them under Weights & Measures
(Enforcement) Act 1985 and Packaged Commodities Rules 1977.

FRL has filed a criminal complaint No. 3255/2013 under section 138 of Negotiable Instrument Act, 1881 before
Judicial Magistrate, Gurgaon against its former employee Mr. Jitendra Shukla for misappropriation and financial
irregularities amounting to Rs.2,71,269/-.
LITIGATIONS INVOLVING TOP 5 GROUP COMPANIES:
A.
FUTURE VENTURES INDIA LIMITED (FVIL)
Cases filed against FVIL:
 Criminal Cases:

A criminal complaint No.113 of 2010 has been filed against Future Agrovet Limited and others by Food
Inspector Shri Ram Pratap Singh before Addl Chief Metropolitant Magistrate, New Delhi, with respect to
contravention of Prevention of Food Adulteration Act, 1955 and Rules made thereunder.The matter is pending

A criminal complaint No.1/51 of 2010 has been filed against Future Value Retail Limited and others by Food
Inspector through the Directorate of P.F.A. before Addl Chief Metropolitant Magistrate-2, New Delhi, with
respect to contravention of Prevention of Food Adulteration Act, 1955 and Rules made thereunder. The matter is
pending

A criminal complaint No.4691 of 2009 has been filed against Future Agrovet Limited and others by P.F.A.
Department before Metropolitan Magistrate, Patiyala House, with respect to contravention of Prevention of Food
Adulteration Act, 1955 and Rules made thereunder. The matter is pending

A criminal complaint has been filed against Director of Future Value Retail Limited and others by P.F.A.
Department before Metropolitan Magistrate at Patiyala House, with respect to contravention of Prevention of
Food Adulteration Act, 1955 and Rules made thereunder. A quashing petition has been filed by Director of
Future Value Retail Limited and others in High Court at Delhi. The matter is pending

Delhi Pollution Control Department has filed separate complaints Nos.208/3/10 and 19/10 in Tis Hazari Court,
Delhi against KBFP store at Nagoli and store at Sector 5 respectively under Environment Protection Act, 1986
for plastic carry bags found in the stores. The matter is pending.

Food Safety Officer has filed a complaint in ADM Court, Delhi against Future Value Retail Limited and others
under Food Safety & Standard Act 2006 and rules thereto alleging that the sample of Kellogg's Corn Flaks
collected from a KBFP Store at Naraina Vihar was substandard. The matter is pending
134

Food Safety Standard Officer has filed a complaint in ADM Court, Delhi under Food Safety & Standard Act
2006 and rules thereto alleging that the sample of Tasty Treat collected from a KBFP Store at Naraina Vihar was
substandard. The matter is pending

Delhi Development Dept.(Insecticides) has filed Complaint against Future Value Retail Limited and others in
Metropolitan Magistrate, Rohini under Insecticides Act alleging that the sample of Mortein Power Guard
collected from a KBFP store at Rohini -7 was Substandard/ Misbranded. The matter is pending

Delhi Development Dept.(Insecticides) has filed Complaint against Future Value Retail Limited and others in
Metropolitan Magistrate, Rohini under Insecticides Act alleging that the sample of All Out collected from a
KBFP store at Rohini -7 was Substandard/ Misbranded. The matter is pending

Food Safety Officer has filed a complaint against Future Consumer Enterprises Limited and others under Food
Safety & Standard Act 2006 and rules thereto alleging that the sample of Kaju Whole collected from a KBFP
Store at Model Town III was substandard. The matter is pending.
 Civil Cases:

Smt Anita Rani & Mr. Kuldeep Kumar has filed a Civil Suit No. 22 of 2013 against Future Value Retail Limited
in the Court of Civil Judge Sr. Division, North East, New Delhi for recovery of rent, the suit has filed in response
to the suit filed by the Company against them. The matter is pending.
Cases filed by FVIL:
 Criminal Cases:

Future Value Retail Limited has filed complaint no. 24/1/2012 in Rohini Court Delhi against Mr. Amit Arora
in- charge of KBFP store in Kirari seeking recovering Rs.1,15,000/- for huge shrinkage at the store . The matter
is pending

Future Consumer Enterprises Limited has filed a complaint against Yogesh Kakran & others in charge of KBFP
store at Kingsway Camp seeking recovery of Rs.2,40,000/- for huge shrinkage at the store. The matter is pending
 Civil Cases:

Future Value Retail Limited (FVRL) has filed a Case no . 728 of 2009 in the Court of Civil Judge Sr. Division,
North East, New Delhi against Mr. Kuldeep Kumar & M. Srikumari, Owners of Store at Brahama Puri, Delhi
seeking refund of security deposit amount of Rs.1,67,000/- with respect to an agreement dated 19th February,
2013 for its store FVRL store at Brahama Puri, Delhi. The matter is pending

Future Value Retail Limited (FVRL) has filed case No. 34 of 2012 in the Court of Civil Judge Sr. Division,
North East, New Delhi against Smt Anita Rani & Mr. Kuldeep Kumar. This Suit was filed as the defendents
were not allowing FVRL from operating the business of FVRL store at Brahama Puri, Delhi. In view of the
admission made by the Defendants, the Hon'ble Court passed a prohibitory as well as mandatory Order on 1st
February, 2012. FVRL has also filed a contempt petition against Smt Anita Rani & Mr. Kuldeep Kumar for
violation of court order passed on 1st February 2012. The matter is pending.

Future Value Retail Limited (FVRL) has filed case No. 326 of 2012 in the Court of Civil Judge Sr. Division,
North East, New Delhi against Smt. Anita Rani & Mr. Kuldeep Kumar. The suit has been filed for recovery of
money equivalent to the value of damaged goods and other perishable items lying inside the FVRL store at
Brahama Puri, Delhi which the Defendants had not yet released despite the Court Order of 1st February,
2012.The matter is pending.
 Taxations

FVIL filled return declaring total income of Rs 3,13,42,540 /- and short term capital loss of Rs 14,07,82,849/- .
As per assessment order u/s 143(3) passed by Deputy Commissioner on 24th Dec 2011, expenses to the tune of
Rs 5,08,36,372/- was disallowed and total income is assessed at Rs 8,21,78,212/-. FVIL filed an appeal with
CIT-Appeal who vide his order dated 08th Aug 2012 has allowed the appeal and but invoked rule 8 D
(Disallowances of expenses against exempted income ) and disallowances under rule 8D works out at Rs
1,42,69,152 u/s 14A. Against order of CIT -Appeal , FVIL has filed appeal with Honorable ITAT and date of
hearing is fixed in Jan 2014.

FVIL filled return declaring total income of Rs7,24,30,238 /- , long term capital loss Rs 13,19,83,890 and
brought forward short term capital loss of Rs 14,07,82,849/- . As per assessment order passed u/s 143(3) by AO
on 20th March 2013. Assessing Officer has disallowed expenses to the tune of Rs.2,82,26,032 and raised
demand of Rs 2.62 lakhs . Company has filed appeal with CIT-Appeal
135
B.
GALAXY ENTERTAINMENT CORPORATION LIMITED (GACL)
Cases filed against GACL: Nil
Cases filed by GACL:

A writ petition has been filed before the High Court of Karnataka at Bangalore by Galaxy Entertainment
Corporation Limited against the demand raised by Entertainment Tax Department, Bangalore. The amount
involved is Rs.16.04 lakhs.
C.
FUTURE VALUE RETAIL LIMITED (FVRL)
Cases filed against FVRL:
 Civil Cases:

A labour complaint No. 14927/2010 is filed by Sejal Bapubhai Tamboli before the Labour Commissioner at
Vadodara against FVRL under Industrial Disputes Act, 1948.

A writ petition No.60507/2011 – 60509/2011 is filed by A & W Promoters & Developers P. Ltd before the High
Court of Karnataka against The Additional Commissioner of Central Excise, Union of India, Director General of
Service Tax, Company and Others seeking stay of service tax levied on renting of immovable property.

A writ petition No. 8974 W of 2011 is filed by Maryland Resorts Limited before the Kolkata High Court against
Union of India, Company and others seeking stay of service tax levied on renting of immovable property.

A writ petition No.1557/2011 is filed Mr. Uma Shankar Singh Rajawat before the High Court of Madhya
Pradesh against State of Madhya Pradesh, FVRL and others for punishment under Food Safety and Standards
Act, 2006.

A case No.192 of 2011 is filed by the Collector of Visakhapatnam against FVRL under Essential Commodities
Act.

Arbitration proceedings have been initiated by Laxmi Pat Surana before the High Court of Calcutta against FRL,
FVRL, Future Market Network Limited (formerly known as Agre Developers Limited) and others for
asceretaining claim made by Mr. Surana against Future Market Network Limited and others with respect to the
lease transaction of the property of properitership firm of Mr. Surana.

A labour complaint No. 395/2011 is filed by Mr. Yunus Khan before the Industrial Court at Nagpur against
FVRL under MRTU & PULP ACT.

A Title suit 401/2012 is filed by M/S Excellent Dairy Farming Private Limited before the Court at Guwahati
against FVRL and others in respect of termination of the business agreement.

A suit No. 165 / 12 is filed by M/s Big Media before the Court at Delhi against FVRL for recovery of sum of
money.

A summary suit 2261 of 2012 is filed by M/s Esskay International before City Civil Court at Dindoshi against
FRL, FVRL and Kishore Biyani for recovery of sum of money against the goods delivered and manufactured by
the plaintiff and later on seized by the Central Excise Department for non-payment of duties.

An arbitration petition No.364 of 2012 is filed by Aishwarya Financial Services P. Limited & Anothers before
Delhi High Court against FVRL for breach of terms and conditions of the Agreement.

A complaint No. 33 of 2013 is filed by Maharashtra Rajya Samarth Mathadi and General Kamgar Sanghatana
before the Industrial Court at Mumbai against FVRL, Mr. Kishore Biyani and others alleging inter-alia unfair
labour practices.

A complaint No. 34 of 2013 is filed by Maharashtra Rajya Samarth Mathadi and General Kamgar Sanghatana
before the Industrial Court at Mumbai against FVRL, Mr. Kishore Biyani and others alleging inter-alia unfair
labour practices.

A complaint No. 35 of 2013 is filed by Maharashtra Rajya Samarth Mathadi and General Kamgar Sanghatana
before the Industrial Court at Mumbai against FVRL, Mr. Kishore Biyani and others alleging inter-alia unfair
labour practices.
136

A complaint No. 36 of 2013 is filed by Maharashtra Rajya Samarth Mathadi and General Kamgar Sanghatana
before the Industrial Court at Mumbai against FVRL, Mr. Kishore Biyani and others alleging inter-alia unfair
labour practices.

A complaint No. 37 of 2013 is filed by Maharashtra Rajya Samarth Mathadi and General Kamgar Sanghatana
before the Industrial Court at Mumbai against FVRL, Mr. Kishore Biyani and others alleging inter-alia unfair
labour practices.

An application No. 88/2013 is filed by Mr. J. Mehta before the National Green Tribunal against Union of India,
FVRL and others for violating of Environmental Laws.

A Civil case has been filed by M/s ABB Associates in OS. No. 286/2013 against FVRL. Plaintiff alleged that the
plaintiff use to supply cosmetic products to various Big Bazaar situated in Kerala and raised invoice. But FVRL
did not pay them.

Eleven (11) separate complaints/ suits are filed against FVRL and others at various places by ex-employees of
FVRL in respect of payment of outstanding dues and re-instatement of service.
 Stamp Duty cases and notices:

A notice No. F.1 (SDM)/COS/MT/5687 is issued by Collector of Stamps, Govt. of NCT of Delhi to FVRL for
payment of stamp duty with respect to the agreement relating to the immovable property.

A notice No. SDM/SB/COS/53/Metro/2012 is issued by SDM, Sadar Bazaar, Tis Hazari, Govt. of NCT of Delhi
to FVRL for payment of stamp duty with respect to the agreement relating to the store situated at Big Bazaar,
Inderlok Metro Station, Delhi.

A notice No.774/COS/(HK)/Stamping/2012 is issued by Collector of Stamps to FVRL for payment of stamp
duty with respect to the agreement relating to the store situated at G - 01, Plot No. - A - 3 & P1B, Select City
Mall, Saket, New Delhi.

A notice No. F./SDM/KB/Cos/metro/2012/2034 is issued by SDM/Collector of Stamps, Karol Bagh, 14 - Darya
Ganj, New Delhi to FVRL for payment of stamp duty with respect to the agreement relating to the store situated
at Ground Floor, Rajendra Place, Metro Station, New Delhi.

An Application for duly stamp agreement u/s 54 of Rajasthan stamp Act has been filed by FVRL in the ADM
Stamp duty for payment of stamp duty on Big Bazaar CTS agreement as the owner (Mrs. Sudha Raina as owner
and S.G Infrastructure as confirming party) denied for registration.

An Application for duly stamp agreement u/s 54 of Rajasthan stamp Act have been filed by FVRL in the ADM
Stamp duty for payment of stamp duty on Big Bazaar CTS agreement as the owner (S.G Infrastructure as owner
and S Mrs. Sudha Raina as confirming party) denied for registration.
 Criminal Cases:

A criminal case No. 69 of 2010 is filed by Local Health Authority, Udaipur, before the Asst. Chief Judicial
Magistrate, Udaipur, against FVRL, Mr. Kishore Biyani, Mr. Rakesh Biyani and others alleging the violation of
the provisions of Prevention of Food Adulteration Act, 1954

Three separate criminal cases Nos. 140/2011, 118/2011 and 176/2011 are filed by the Local Health Authority
before the Chief Judicial Magistrate First Class, Nanded, against FVRL, Mr. C P Toshniwal and others alleging
the violation of the provisions of Prevention of Food Adulteration Act, 1954.

A criminal case No.2232/2010 is filed by State of Rajasthan before the Chief Judicial Magistrate, Jaipur, against
FVRL and others under Environment Protection Act.

A criminal case No. Food / SKM/ 2011/ 3209 – 14 is filed by Local Health Authority, Raipur before CJM Court
Raipur against FVRL and others alleging the violation of the provisions of Prevention of Food Adulteration Act,
1954.

A summon was issued against FVRL and others at Raipur alleging the violation of the provisions of Prevention
of Food Adulteration Act, 1954.

A complaint No. 192/2011 is filed by The Food Safety Officer, Directorate of PFA, Govt of NCT of Delhi before
the Court at New Delhi against FVRL and others alleging the violation of the provisions of Prevention of Food
Adulteration Act, 1954.
137

A criminal complaint no 01/2011 is filed by police authority at Udaipur against FVRL under Environment
Protection Act.

Two separate criminal cases Nos. 4742/2011 and 4743/2011 are filed by Labour inspector before Judicial
Magistrate’s at Baroda against FVRL for non-compliance of the provisions of Minimum Wages Act and
Payment of Bonus Act.

Two separate complaints Nos. 239/2011 and 240/2011 are filed by the Food Inspector, Agra before ACJM-I,
Agra alleging violation of the provisions of Prevention of Food Adulteration Act, 1954. The samples are lifted
from FVRL Stores and the employees are nominated by FVRL, who had made accused in these matters on the
basis of their nomination.

Five separate criminal cases Nos. No. 525/2012, 526/2012, 527/2012, 528/2012 and 529/2012 are filed by
Inspector of legal Metrology before First Class Judicial Magistrate at Mangalore against FVRL, Mr. Kishore
Biyani and others for not disclosing the mandatory declarations on the packages and affixing additional sticker
with different amount of MRP embodied on the same. Cr.R.P were dismissed. Criminal Petitions have been filed
before Hon’ble High Court at Bangalore Bearing No. Cr.P. 2606/2013, 2608/2013, 2605/2013, 2609/2013 and
2607/2013 respectively and prayed for quashing in above criminal cases. Interim Stay has been granted in these
cases & Notices have been issued to Legal Metrology.

A civil case is filed by Mr. Lakshman, former employee, before Senior Labour Inspector against FVRL alleging
mentally and physically harassment by the store manager. .

A complaint No. F.No.15/ADM/SW/2012/78 is filed by Food Safety Officer before ADM, Kapashera, Delhi
against FRL, FVRL, Mr. Kishore Biyani, Mr. Rakesh Biyani and others for declaring the sample of "Tasty Treat
Corn Flakes" sub standard as it contained extraneous matters vide report dt. 11.01.2012 of Public Analyst.
 Consumer Cases:

149 (One Hundred Forty Nine) matters involving Our Group Company Future Value Retail Limited are pending
before various Consumer Forums/ Authorities. The Aggregate amount involved in these cases is Rs.185.31 lacs.
Cases filed by FVRL
 Civil Cases:

FVRL has filed a complaint No.167 of 2012 before Industrial Court at Pune against Bhartiya Kamgar Sena &
others, for Unfair Labour Practices.

A writ petition No. 20599 of 2010 is filed by FRL and FVRL before High Court of Kolkata against Union of
India, and others, seeking stay on levy of service tax on renting of immovable properties.

FVRL and FRL had filed a Writ Petition bearing no. 6861 0f 2011 on 16th March 2011 against in the High
Court of Judicature of Andhra Pradesh at Hyderabad seeking writ of Mandamus or any other writ order or
direction declaring the action of the Greater Hyderabad Municipal Corporation (GHMC) in proposing to levy
and collect bulk garbage charges as illegal, arbitrary, unconstitutional and contrary to the provisions of the
Hyderabad Municipal Corporation act 1955. Order has been granted on 16th March 2011 directing the GHMC
not to interfere with trade or business of the Petitioners in any manner including by demanding bulk garbage
charges. Further it is directed that if any shop is closed by the officials of the GHMC for non payment of
Garbage levy charges, they would be held personally liable.

A Writ Petition No.8256/2013 is filed by FVRL before High Court of Judicature at Madras against the Order
passed by the Madurai Local Planning Authority for vacating the store premises of FVRL.
 Criminal Cases:

A criminal complaint No. 16/2009 is filed by State of Delhi against the employee of FVRL for negligence.

A criminal case PCR No.11196/2012 is filed by FVRL before 16th A.C.M.M. against SDK Group u/s.138 of
Negotiable Instrument Act, 1938

A complaint No. 1584 of 2012 is filed before Judicial Magistrate’s Kanpur City against the employee of FVRL
alleging violation of the provisions of Prevention of Food Adulteration Act, 1954. The samples are lifted from
the Company Stores and the employees are nominated by the Company, who had made accused in these matters
on the basis of their nomination.
138

A notice No./PA/ADM(SOUTH)/2013/330 is issued by Food Safety Office, Delhi to the employee of FVRL
alleging violation of the provisions of Prevention of Food Adulteration Act, 1954.
D.
FUTURE AGROVET LIMITED (FAL)
 Civil Cases:

An Appeal No. 107 of 2013 is preferred by FAL before H’ble Session Court, Mumbai against State of
Maharashtra & Controller of Rationing with respect to the confiscation Order passed by Controller of Rationing
under Essential Commodities Act, 1955.

A civil case No. 728 of 2009 is filed by Future Agrovet Limited before Additional Chief Metropolitan Magistrate
at Kakdaduma, Delhi against Mr. Kuldeep Kumar & M. Srikumari for recovery of security deposit amount of
Rs.1.67 lacs.






E.
 Criminal Cases:
A criminal complaint No. 113 of 2010 is filed by Food Inspector before Additional Chief Metropolitan
Magistrate, New Delhi against Future Agrovet Limited and others for violation of the provisions of The
Prevention of Food Adulteration Act, 1954 and Rules made thereunder.
A criminal complaint No. 4691 of 2009 is filed by P.F.A. Department before Metropolitan Magistrate, Patiyala
House, New Delhi against Future Agrovet Limited and others for violation of the provisions of The Prevention of
Food Adulteration Act, 1954 and Rules made thereunder.
A criminal complaint No. 208/3/10 is filed by Delhi Pollution Control Department before the Court at Tis
Hazari, New Delhi against Future Agrovet Limited and others under Environment Protection Act, 1986 relating
to usage of plastic bag at its store KB’s FairPrice situated at Nagoli.
A criminal complaint No. 19/10 is filed by Delhi Pollution Control Department before the Court at Tis Hazari,
New Delhi against Future Agrovet Limited under Environment Protection Act, 1986 relating to usage of plastic
bags at its store KB’s FairPrice situated at Sector No.15 Rohini, New Delhi.
 Taxation matters:
An Appeal I.T.A. No.2654/M/2012 is preferred by Future Agrovet Limited before Income Tax Appellate
Tribunal, Mumbai against Order of Commissioner of Income Tax (Appeals)-16 with respect to disallowance of
claim of deduction of Rs.1 Crore being the expenses with respect of employee benefit.
An Appeal is preferred by FAL before Commissioner of Sales Tax/Tribunal against Order of Dy. Commissioner
of Sales Tax for setting aside order of penalty of Rs.1,47,05,397/- levied by Dy. Commissioner of Sales Tax for
the A.Y. 2008-09 and calling for inspection of assessment record thereof.
FUTURE SUPPLY CHAIN SOLUTIONS LIMITED (FSCSL)
 Civil Cases:

A complaint has been filed by FSCSL before the Industrial Court, Thane against Bhartiya Kamgar Sena seeking
to restrain the Respondents from functioning in and around the premises of FSCSL situated at G-6, MIDC,
Boisar. The Industrial Court through their order granted the interim relief and restrained the Respondents from
engaging in any union related activities in the above premises of the Complainant.

A case has been filed against FSCSL in January 2011 in the Labour Court Thane alleging that the company is
engaged in unfair labour practice under Maharashtra Recognition of Trade Unions and Prevention of Unfair
Labour Practices Act, 1971. FSCSL had terminated some workmen from G-6 Tarapur warehouse on the grounds
of loss of confidence. The case has been filed by one of the workmen.
29 separate labour cases have been filed against FSCSL by various individuals before the Labour Court,
Ahmedabad under the provisions of the Industrial Disputes Act, 1947 for reinstatement.
 Criminal Cases:
There was a criminal complaint filed against FSCSL in Hyderabad by one of Labour contractors KSB enterprise
in which FSCSL has received interim order for stay of all proceedings.


139
LITIGATIONS INVOLVING DIRECTORS:
 Mr. Kishore Biyani

A criminal case No. 926 of 2006 is filed by FDA Department before First Class Judicial Magistrate, Belapur,
against Mr. Kishore Biyani and FRL alleging the violation of the provisions of Prevention of Food Adulteration
Act, 1954.

Several criminal cases Nos.41 to 44 of 2008 are filed by Local Health Authority, Rachi, before the Chief Judicial
Magistrate, Rachi, against Mr. Kishore Biyani and others alleging the violation of the provisions of Prevention of
Food Adulteration Act, 1954. The High Court, on writ petition, has granted stay in favour of the accused.

A criminal case No. 2357 of 2009 is filed by Local Health Authority, Ahmedabad before the Metropolitan
Magistrate, Ahmedabad, against FRL, Mr. Kishore Biyani and others alleging the violation of the provisions of
Prevention of Food Adulteration Act, 1954.

Two separate criminal cases Nos. 4556/2008 and 4557/2008 are filed by Local Health Authority Municipal
Corporation of Mamrup, Guwahati, before the Chief Judicial Magistrate, Kamrup, Guwahati, against FRL, Mr.
Kishore Biyani, Mr. Rakesh Biyani, Mr. Gopal Biyani and others alleging the violation of the provisions of
Prevention of Food Adulteration Act, 1954.

A criminal case No. 69 of 2010 is filed by Local Health Authority, Udaipur, before the Asst. Chief Judicial
Magistrate, Udaipur, against Mr. Kishore Biyani, Mr. Rakesh Biyani, FVRL and others alleging the violation of
the provisions of Prevention of Food Adulteration Act, 1954.

A criminal case No.40276 of 2010 is filed by Mr. Dilip Madhavji Thakkar before First Class Judicial Magistrate,
Pune against Embassy Property Developers Ltd., Mr. Kishore Biyani and others with respect to immovable
property.

A criminal case No. 1184 of 2010 is filed by Food Inspector, Thane before the First Class Judicial Magistrate,
Navi Mumbai, against Mr. Kishore Biyani and others alleging the violation of the provisions of Prevention of
Food Adulteration Act, 1954.

Three various consumer complaints before Consumer Forums are filed against Mr. Kishore Biyani and others
alleging defective products.

M/s Neelkamal Realtors and Builders Pvt. Ltd. and Agre Properties & Services Ltd, the plaintiff herein, has filed
a civil suit in the Bombay Civil Court, Class VII at Bombay having L.C. Suit No. 470 of 2012 against Municipal
Corporation of Greater Mumbai challenging the legality and validity of the Notices under Section 354-A of the
Mumbai Municipal Corporation Act.

A criminal case No. 3341/ SS/ 11 is filed by Inspector Security Guard Board for Gr. Mumbai and Thane
District, before Add. Chief Metropolitan Magistrate, Ballard Pier against Mr. Kishore Biyani, FRL and others for
the alleged non compliance of Private Security Guard (Regulation of Employment & Welfare ) Act, 1981

Five separate criminal cases Nos. No. 525/2012, 526/2012, 527/2012, 528/2012 and 529/2012 are filed by
Inspector of legal Metrology before First Class Judicial Magistrate at Mangalore against FVRL, Mr. Kishore
Biyani and others for not disclosing the mandatory declarations on the packages and affixing additional sticker
with different amount of MRP embodied on the same. Cr.R.P were dismissed. Criminal Petitions have been filed
before Hon’ble High Court at Bangalore Bearing No. Cr.P. 2606/2013, 2608/2013, 2605/2013, 2609/2013 and
2607/2013 respectively and prayed for quashing in above criminal cases. Interim Stay has been granted in these
cases & Notices have been issued to Legal Metrology.

A summary suit 2261 of 2012 is filed by M/s Esskay International before City Civil Court at Dindoshi against
Mr. Kishore Biyani, FRL and FVRL for recovery of sum of money against the goods delivered and
manufactured by the plaintiff and later on seized by the Central Excise Department for non-payment of duties.

A case No. 57/2012-13 is filed by Senior Labour Inspector before Labour Commission against Mr. Kishore
Biyani and others under Minimum Wages Act.

A complaint No. F.No.15/ADM/SW/2012/78 is filed by Food Safety Officer before ADM, Kapashera, Delhi
against FRL, FVRL, Mr. Kishore Biyani, Mr. Rakesh Biyani and others for declaring the sample of "Tasty Treat
Corn Flakes" sub standard as it contained extraneous matters vide report dt. 11.01.2012 of Public Analyst.
A criminal case No.03/2013 is filed by Asst. Labour Officer, Hyderabad before Chief Metropolitan Magistrate
Court–XII against Mr. Kishore Biyani under Contract Labour Act. Criminal Petition No.2904/2013 has been

140


filed by Mr. Kishore Biyani & Silas Paul against Labour Officer before Hon’ble High Court of Andhra Pradesh
seeking relief of quashing the S.T.C 03/2013 filed by Labour officer before trial court.
A criminal case No.04/2013 is filed by Asst. Labour Officer, Hyderabad before Chief Metropolitan Magistrate
Court–XII against Mr. Kishore Biyani under Minimum Wages Act. Criminal Petition No.2905/2013 has been
filed by Mr.Kishore Biyani & Silas Paul against Labour Officer before Hon’ble High Court of Andhra Pradesh
seeking relief of quashing the S.T.C 04/2013 filed by Labour officer before trial court.
A criminal case No.05/2013 is filed by Asst. Labour Officer, Hyderabad before Chief Metropolitan Magistrate
Court–XII against Mr. Kishore Biyani under Shops And Establishment Act. Criminal Petition No.3079/2013 has
been filed by Kishoreji & Silas Paul against Labour Officer before Hon’ble High Court of Andhra Pradesh
seeking relief of quashing the S.T.C 05/2013 filed by Labour officer before trial court.

A complaint No. 33 of 2013 is filed by Maharashtra Rajya Samarth Mathadi and General Kamgar Sanghatana
before the Industrial Court at Mumbai against FVRL, Mr. Kishore Biyani and others alleging inter-alia unfair
labour practices.

A complaint No. 34 of 2013 is filed by Maharashtra Rajya Samarth Mathadi and General Kamgar Sanghatana
before the Industrial Court at Mumbai against FVRL, Mr. Kishore Biyani and others alleging inter-alia unfair
labour practices.

A complaint No. 35 of 2013 is filed by Maharashtra Rajya Samarth Mathadi and General Kamgar Sanghatana
before the Industrial Court at Mumbai against FVRL, Mr. Kishore Biyani and others alleging inter-alia unfair
labour practices.

A complaint No. 36 of 2013 is filed by Maharashtra Rajya Samarth Mathadi and General Kamgar Sanghatana
before the Industrial Court at Mumbai against FVRL, Mr. Kishore Biyani and others alleging inter-alia unfair
labour practices.

A complaint No. 37 of 2013 is filed by Maharashtra Rajya Samarth Mathadi and General Kamgar Sanghatana
before the Industrial Court at Mumbai against FVRL, Mr. Kishore Biyani and others alleging inter-alia unfair
labour practices.

Two separate criminal cases Nos. 20668 of 2008 and 28669 of 2008 are filed by Local Health Authority, Indore
before the First Class Judicial Magistrate, Indore, against Mr. Kishore Biyani, Mr. Rakesh Biyani, Mr. Shailesh
Haribhakti, Dr. Darlie Koshy and others alleging the violation of the provisions of Prevention of Food
Adulteration Act, 1954. The High Court of Madhya Pradesh, has granted stay in favour of the accused till the
final disposal of the case.

Senior Labour Inspector 15th Circle has filed a criminal case under Section 31 of Karnataka Shops and
Establishment Act in CC No.936/2012 in Metropolitan Magistrate Traffic Court – I against Mr. Kishore Biyani
and Store Manager.

Senior Labour Inspector 15th Circle has filed a criminal case under Karnataka Payment of Wages Act in CC
No.937/2012 in Metropolitan Magistrate Traffic Court – I against Mr. Kishore Biyani and Store Manager.

Senior Labour Inspector 15th Circle has filed a criminal case under Section 12 of Equal Remuneration Act in CC
No.938/2012 in Metropolitan Magistrate Traffic Court – I against Mr. Kishore Biyani and Store Manager.

Senior Labour Inspector 15th Circle has filed a criminal case under Section 22 (b)(1b) of the Minimum Wages
Act in CC No.939/2012 in Metropolitan Magistrate Traffic Court – I against Mr. Kishore Biyani and Store
Manager.

Criminal Complaints (Criminal complaint no. 22764/2013 to 22766/ 2013) filed by M.H. Patel (Labour
Inspector) Baroda, against Director and company {(1) Baroda Central (Division of Pantaloon), (2) Mr. Kishore
Biyani and others for Offence u/s 26 (1), 26 (B)1, 26 (2), 25 (1), 24 (1), 21 (4), 26 (A) Payment of Bonus Act.

A complaint (Condonation of Delay Application no. 35 of 2013) filed before the 10th Labour Court at Mumbai
before Shri A.D. Kulkarni, Judge Smt. Rajashree Kalamkar against Future Group (Big Bazaar) & Mr. Kishore
Biyani for indulging in Unfair Labour Practices covered under section 28 & 30 read with item 1(a), 1(b), 1(d), 1
(f) of Sch. IV of MRTU & PULP Act. 1971, with respect to alleged that false allegations of misbehavior and
theft was leveled against her and due to which she was suspended, then she was arbitrarily transferred from Parel
to Ghatkopar Branch and was also sexually harassed by male staff namely Mr. Ratish Marye And Prasad Satam
due to which she had lodged the Police Complaint against them.

Three various consumer complaints before various Consumer Forums are filed against Mr. Kishore Biyani and
others alleging defective products.
141
 Mr. Rakesh Biyani

Two separate criminal cases Nos. 4556/2008 and 4557/2008 are filed by Local Health Authority Municipal
Corporation of Mamrup, Guwahati, before the Chief Judicial Magistrate, Kamrup, Guwahati, against FRL, Mr.
Kishore Biyani, Mr. Rakesh Biyani, Mr. Gopal Biyani and others alleging the violation of the provisions of
Prevention of Food Adulteration Act, 1954.

A criminal case No. 69 of 2010 is filed by Local Health Authority, Udaipur, before the Asst. Chief Judicial
Magistrate, Udaipur, against Mr. Kishore Biyani, Mr. Rakesh Biyani, FVRL and others alleging the violation of
the provisions of Prevention of Food Adulteration Act, 1954.

A criminal case No. 1184 of 2010 is filed by Food Inspector, Thane before the First Class Judicial Magistrate,
Navi Mumbai, against Mr. Kishore Biyani and others alleging the violation of the provisions of Prevention of
Food Adulteration Act, 1954.

Five separate criminal cases Nos. No. 525/2012, 526/2012, 527/2012, 528/2012 and 529/2012 are filed by
Inspector of legal Metrology before First Class Judicial Magistrate at Mangalore against FVRL, Mr. Kishore
Biyani and others for not disclosing the mandatory declarations on the packages and affixing additional sticker
with different amount of MRP embodied on the same. Cr.R.P were dismissed. Criminal Petitions have been filed
before Hon’ble High Court at Bangalore Bearing No. Cr.P. 2606/2013, 2608/2013, 2605/2013, 2609/2013 and
2607/2013 respectively and prayed for quashing in above criminal cases. Interim Stay has been granted in these
cases & Notices have been issued to Legal Metrology.

A complaint No. F.No.15/ADM/SW/2012/78 is filed by Food Safety Officer before ADM, Kapashera, Delhi
against FRL, FVRL, Mr. Kishore Biyani, Mr. Rakesh Biyani and others for declaring the sample of "Tasty Treat
Corn Flakes" sub standard as it contained extraneous matters vide report dt. 11.01.2012 of Public Analyst.

Two separate criminal cases Nos. 20668 of 2008 and 28669 of 2008 are filed by Local Health Authority, Indore
before the First Class Judicial Magistrate, Indore, against Mr. Kishore Biyani, Mr. Rakesh Biyani, Mr. Shailesh
Haribhakti, Dr. Darlie Koshy and others alleging the violation of the provisions of Prevention of Food
Adulteration Act, 1954. The High Court of Madhya Pradesh, has granted stay in favour of the accused till the
final disposal of the case.
 Mr. Shailesh Haribhakti

Two separate criminal cases Nos. 4556/2008 and 4557/2008 are filed by Local Health Authority Municipal
Corporation of Mamrup, Guwahati, before the Chief Judicial Magistrate, Kamrup, Guwahati, against FRL, Mr.
Kishore Biyani, Mr. Rakesh Biyani, Mr. Gopal Biyani and others alleging the violation of the provisions of
Prevention of Food Adulteration Act, 1954.

A criminal case No. 1184 of 2010 is filed by Food Inspector, Thane before the First Class Judicial Magistrate,
Navi Mumbai, against Mr. Kishore Biyani and others alleging the violation of the provisions of Prevention of
Food Adulteration Act, 1954.

Five separate criminal cases Nos. No. 525/2012, 526/2012, 527/2012, 528/2012 and 529/2012 are filed by
Inspector of legal Metrology before First Class Judicial Magistrate at Mangalore against FVRL, Mr. Kishore
Biyani and others for not disclosing the mandatory declarations on the packages and affixing additional sticker
with different amount of MRP embodied on the same. Cr.R.P were dismissed. Criminal Petitions have been filed
before Hon’ble High Court at Bangalore Bearing No. Cr.P. 2606/2013, 2608/2013, 2605/2013, 2609/2013 and
2607/2013 respectively and prayed for quashing in above criminal cases. Interim Stay has been granted in these
cases & Notices have been issued to Legal Metrology.

Two separate criminal cases Nos. 20668 of 2008 and 28669 of 2008 are filed by Local Health Authority, Indore
before the First Class Judicial Magistrate, Indore, against Mr. Kishore Biyani, Mr. Rakesh Biyani, Mr. Shailesh
Haribhakti, Dr. Darlie Koshy and others alleging the violation of the provisions of Prevention of Food
Adulteration Act, 1954. The High Court of Madhya Pradesh, has granted stay in favour of the accused till the
final disposal of the case.
 Dr. Darlie Koshy

Two separate criminal cases Nos. 4556/2008 and 4557/2008 are filed by Local Health Authority Municipal
Corporation of Mamrup, Guwahati, before the Chief Judicial Magistrate, Kamrup, Guwahati, against FRL, Mr.
Kishore Biyani, Mr. Rakesh Biyani, Mr. Gopal Biyani and others alleging the violation of the provisions of
Prevention of Food Adulteration Act, 1954.
142

Two separate criminal cases Nos. 20668 of 2008 and 28669 of 2008 are filed by Local Health Authority, Indore
before the First Class Judicial Magistrate, Indore, against Mr. Kishore Biyani, Mr. Rakesh Biyani, Mr. Shailesh
Haribhakti, Dr. Darlie Koshy and others alleging the violation of the provisions of Prevention of Food
Adulteration Act, 1954. The High Court of Madhya Pradesh, has granted stay in favour of the accused till the
final disposal of the case.

A criminal case No. 1184 of 2010 is filed by Food Inspector, Thane before the First Class Judicial Magistrate,
Navi Mumbai, against Mr. Kishore Biyani and others alleging the violation of the provisions of Prevention of
Food Adulteration Act, 1954.

Five separate criminal cases Nos. No. 525/2012, 526/2012, 527/2012, 528/2012 and 529/2012 are filed by
Inspector of legal Metrology before First Class Judicial Magistrate at Mangalore against FVRL, Mr. Kishore
Biyani and others for not disclosing the mandatory declarations on the packages and affixing additional sticker
with different amount of MRP embodied on the same. Cr.R.P were dismissed. Criminal Petitions have been filed
before Hon’ble High Court at Bangalore Bearing No. Cr.P. 2606/2013, 2608/2013, 2605/2013, 2609/2013 and
2607/2013 respectively and prayed for quashing in above criminal cases. Interim Stay has been granted in these
cases & Notices have been issued to Legal Metrology.
 Mr. C P Toshniwal

Three separate criminal cases Nos. 140/2011, 118/2011 and 176/2011 are filed by the Local Health Authority
before the Chief Judicial Magistrate First Class, Nanded, against FVRL, Mr. C P Toshniwal and others alleging
the violation of the provisions of Prevention of Food Adulteration Act, 1954.

The Food & Drug Administration (M.S.) through its Inspector Shri. D.B. Kadge has filed a criminal case before
the Chief Judicial Magistrate, Thane Court, Thane against Mr. C.P. Toshniwal,Big Bazaar Maxus Mall
Bhayinder and others alleging contravention of Prevention of Food Adulteration Act, 1954 and Rules made
thereunder.
MATERIAL DEVELOPTMENTS SINCE LAST BALANCE SHEET DATE

The Hon’ble High Court of Judicature at Bombay, vide Order dated May 10, 2013, has sanctioned the Composite
Scheme. Pursuant to the Scheme, the FRL Demerged Undertaking of FRL and FVIL Demerged undertaking of
FVIL have been vested with our Company with effect from January 1, 2013 (i.e. the Appointed Date under the
Composite Scheme of Arrangement and Amalgamation) under Sections 391 to 394 read with Sections 78 and
100 to 103 of the Companies Act, 1956.

The aforesaid order of the Hon’ble High Court of Judicature at Bombay was filed by our Company with the
Registrar of Companies (“ROC”), Maharashtra, Mumbai on May 29, 2013 which is the Effective Date of the
Scheme.

As per the Composite Scheme, FRL and FVIL have transferred all assets, debts, liabilities, duties and obligations
of every kind of its FRL Demerged Undertaking and FVIL Demerged Undertaking to FLFL. Further, FLFL
issued and allotted equity shares on June 25, 2013 to every member of FRL and FVIL, whose name appears in the
register of members of FRL and FVIL, on the record date i.e. June 24, 2013.

Our Company has received in-principle approvals from BSE and NSE on July 29, 2013 and August 7, 2013
respectively.

Our Company has entered into Share Purchase and Subscription Agreement (SPSA) for sale of its entire holding
of 25.8% in Biba Apparels Private Limited (BIBA).

Our Company has received copy of letter dated September 25, 2013 from SEBI and addressed to BSE granting
relaxation to the Company from the applicability of Rule 19(2)(b) of the Securities Contracts (Regulations) Rules,
1957.
143
GOVERNMENT APPROVALS & LICENSES
The Company was originally incorporated as Future Value Fashion Retail Limited on May 30, 2012 and obtained
Certificate of Commencement of Business dated June 15, 2012. The Company obtained fresh certificate of
Incorporation subsequent to change of name to its present name on December 4, 2012.
o
The CIN No. of Company is U52100MH2012PLC231654
o
Permanent Account Number of the Company as issued by the Income Tax Department is
AABCF9869N.
o
Service Tax Registration number of the Company, as issued by the Central Excise Officer is
AABCF9869NSD001
o
Tax Deduction Account Number of the Company, as issued by the Income Tax Department is
MUMFO6915G.
On transfer of the FRL Demerged Undertaking and FVIL Demerged Undertaking of FRL and FVIL respectively to
the Company under the Scheme, all permits, quotas, rights, entitlements, bids, tenders, registration and other licences,
letters of intent, expressions of interest, development rights (whether vested or potential and whether under
agreements or otherwise), patents, copyrights, records, designs, and all relevant intellectual property rights in the
aforesaid, municipal permissions, approvals, consents, subsidies, tenancies in relation to the offices, and/or residential
properties for the employees, privileges, income tax benefits and exemptions under the Income Tax Act, 1961 (or any
statutory modification or reenactment thereof for the time being in force), all other rights including sales tax deferrals
and exemptions and other benefits, lease rights and the rights in relation thereto, receivables, and liabilities related
thereto, licences, powers and facilities of every kind, nature and description whatsoever, rights to use and avail of
telephones, telexes, facsimile connections and installations, utilities, electricity and other services, provisions and
benefits of all agreements, contracts and arrangements and all other interests in connection with or relating to the FRL
Demerged Undertakings and FVIL Demerged Undertaking stand transferred to and vested in or be deemed to be
transferred to and vested in the Company as if the same were originally given or issued to or executed in favour of the
Company, and the rights and benefits under the same shall be available to the Company.
144
SECTION VII – REGULATORY AND STATUTORY
REGULATORY AND STATUTORY DISCLOSURES
Authority for the Scheme
The Hon’ble High Court of Judicature at Bombay, vide its Order dated 10 May 2013, has sanctioned the Composite
Scheme of Arrangement and Amalgamation between Indus League Clothing Limited and Lee Cooper (India) Limited
and Future Ventures India Limited and Future Retail Limited and Future Lifestyle Fashions Limited and their
respective creditors and shareholders.
Prohibition by SEBI
Our Company, Promoters, Directors, Promoter Group entities and Group Companies and natural persons behind our
corporate Promoters and companies with which the directors of our Company are associated, as directors or
promoters, have not been prohibited from accessing the capital market under any order or directions passed by SEBI.
Identification as willful defaulter by RBI
Our Company, Promoters, Group Companies, the relatives (as per Companies Act, 1956) of Promoters, Group
Companies have not been identified as wilful defaulters by Reserve Bank of India or other authorities.
Caution
Our Company accepts no responsibility for statements made otherwise than in the Information Memorandum or in the
advertisements to be published in terms of SEBI circular dated September 3, 2009 or any other material issued by or
at the instance of our Company and anyone placing reliance on any other source of information would be doing so at
his or her own risk.
All information shall be made available by our Company to the public and investors at large and no selective or
additional information would be available for a section of the investors in any manner.
Disclaimer Clause of BSE
As required, a copy of this Information Memorandum has been submitted to BSE. The BSE has vide its letter dated
27 December 2012 has approved the said Scheme under Clause 24(f) of the Listing Agreement and by virtue of that
approval the BSE’s name in this Information Memorandum has been incorporated on which our Company’s
securities are proposed to be listed.
The BSE does not in any manner
 Warrant, certify or endorse the correctness or completeness of any of the contents of this Information
Memorandum; or
 Warrant that the Company’s securities will be listed or will continue to be listed on the BSE; or
 Take any responsibility for the financial or other soundness of the Company , its Promoter, its management or
any scheme or project of this Company;
It should not for any reason be deemed or construed to mean that this Information Memorandum has been cleared or
approved by the BSE.
Every person who desires to apply for or otherwise acquire any securities of this Company may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason of
any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition
whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.
Disclaimer Clause of NSE
As required, a copy of this Information Memorandum has been submitted to NSE. The NSE has vide its letter dated
January 4, 2013 has approved the said Scheme under Clause 24(f) of the Listing Agreement and by virtue of that
approval the NSE’s name in this Information Memorandum has been incorporated on which the Company’s securities
are proposed to be listed.
145
The NSE does not in any manner
 Warrant, certify or endorse the correctness or completeness of any of the contents of this Information
Memorandum; or
 Warrant that the Company’s securities will be listed or will continue to be listed on the NSE; or
 Take any responsibility for the financial or other soundness of the Company, its promoters, its management
or any scheme or project of this Company;
It is to be distinctly understood that the aforesaid permission given by NSE should not in any be deemed or construed
that this Information Memorandum has been cleared or approved by NSE.
Every person who desires to apply for or otherwise acquire any securities of this Company may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the NSE whatsoever by reason of
any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition
whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.
Filing
Copies of this Information Memorandum have been filed with the BSE and NSE.
Listing
Applications will be made to BSE and NSE for permission to deal in and for an official quotation of the Equity
Shares of our Company. Our Company has nominated BSE Limited as the Designated Stock Exchange for the
aforesaid listing of the shares. Our Company shall ensure that all steps are taken for the completion of necessary
formalities for listing and commencement of trading at the BSE and NSE.
Demat Credit
Our Company has executed Tripartite Agreements with the Registrar and the Depositories i.e. NSDL and CDSL for
admitting its securities in demat form and have allotted ISIN INE452O01016.
Expert Opinions
Save as stated elsewhere in this Information Memorandum, Our Company not obtained any expert opinions.
Dispatch of share certificates
Our Company has issued and allotted Equity Shares pursuant to the Scheme on June 25, 2013, in dematerialized form
to those eligible shareholders who held Future Retail Limited Equity Shares/ Future Retail Limited DVRs and Future
Ventures India Limited Equity Shares in dematerialized form, into the account with the Depository Participant in
which the Future Retail Limited Equity Shares/ Future Retail Limited DVRs and Future Ventures India Limited
Equity Shares in the Demerged Companies were held or such other account with the Depository Participant as was
intimated by the eligible shareholders before the Record Date. All those eligible shareholders who held Future Retail
Limited Equity Shares/ Future Retail Limited DVRs and Future Ventures India Limited Equity Shares of the
Demerged Companies in physical form were also given the option to receive the shares, as the case may be, in
dematerialized form upon intimating the details of their account with the Depository Participant in writing to the
Resulting Company before the Record Date. In the event the Resulting Company 2 had received notice from any
eligible shareholder that equity shares were to be issued in physical form or if any member had not provided the
requisite details relating to his/her /its account with a Depository Participant or other confirmations as may be
required or if the details furnished by any member did not permit electronic credit of the shares of the Resulting
Company 2, in such case, the Resulting Company 2 has issued equity shares of the Resulting Company 2 in physical
form to such eligible shareholder.
Particulars Regarding Previous Public or Rights Issues
Our Company has not made any previous public or rights issue of securities.
Commission and brokerage on previous issues
Since our Company has not issued shares to the public in the past, no sum has been paid or has been payable as
commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity
Shares since its inception.
146
Companies under the same Management with Future Lifestyle Fashions Limited
1. Future Retail Limited
2. Future Media (India) Limited
3. Future Supply Chain Solutions Limited
4. FSC Brand Distribution Services Limited
5. Future Agrovet Limited
6. Future E-Commerce Infrastructure Limited
7. Futurebazaar India Limited
8. Future Learning and Development Limited
9. Winner Sports Limited
10. Home Solutions Retail (India) Limited
11. Staples Future Office Products Private Limited
12. Future Knowledge Services Limited
13. Future Value Retail Limited.
14. Future Freshfoods Limited
15. Future Home Retail Limited
16. nuZone Ecommerce Infrastructure Limited
Mechanism for redressal of investor grievance of Promoter and Group Companies
FRL, FVIL and Galaxy Entertainment Corporation Limited have shareholders/ investors grievance committee which
meets as and when required, to deal with matters relating to transfer/ transmission of shares and monitors redressal of
complaints from shareholders relating to transfers, non receipt of balance sheet, non receipt of dividend declared, etc.
Typically the investor grievances are dealt within a fortnight of receipt of the complaint from the investor. Investor
grievances are usually resolved within an average period of 15 days from the date of its receipt.
None of FRL, FVIL and Galaxy Entertainment Corporation Limited had any outstanding complaints from the
Investors as on March 31, 2013.
Status of outstanding complaints from the Investors for FRL, FVIL and Galaxy Entertainment Corporation Limited
for the period from June 19, 2013 till August 31, 2013 is as under:
Future Retail Limited:
Complaints received: 20
Redressed/ Resolved: 15
Pending: 5
Future Ventures India Limited:
Complaints received: 1
Redressed/ Resolved: 1
Pending: Nil
Galaxy Entertainment Corporation Limited:
Complaints received: Nil
Redressed/ Resolved: Nil
Pending: Nil
Promise vis-à -vis performance
Our Company has not made any prior public or rights issue of securities.
Outstanding debentures or bonds and redeemable preference shares and other instruments issued by our
Company
There are no outstanding debentures or bonds and redeemable preference shares and other instruments
issued by our Company.
147
Stock Market Data for Equity Shares of the Company
Equity Shares of our Company are not currently listed on any Stock Exchanges. Our Company is seeking
approval for listing of its Equity Shares through this Information Memorandum.
Disposal of Investors Grievances
Link Intime (India) Limited are the Registrar and Transfer Agents of our Company. All investor grievances
would be redressed within an average period of 15 days from the date of its receipt by our Company or its
Share Transfer Agent. Investors can contact our Company’s Share Transfer Agent or the Compliance Officer or
the Secretarial Department of our Company in case of any share transfer related problem. The addresses and
contact numbers are given elsewhere in this Information Memorandum. For quicker response, investor s are
requested to mention their contact numbers and email addresses while communicating their grievances.
Our Company has appointed Mr. Kuldeep Sharma, as the Company Secretary and Compliance Officer of our
Company and he may be contacted in case of any queries at the following address:
Tel.: +91 22 3084 1300 Fax: +91 22 3084 2501 Email: investorrelations@futurelifestyle.in
148
MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANY
THE COMPANIES ACT, 1956
(COMPANY LIMITED BY SHARES)
1
ARTICLES OF ASSOCIATION
OF
FUTURE LIFESTYLE FASHIONS LIMITED
2
I.
PRELIMINARY
1.
The Regulations contained in Table “A” in Schedule I to the Companies Act, 1956 shall apply to the
Company except in so far as otherwise expressly incorporated hereinafter.
III.
SHARE CAPITAL
3.1.
The authorized share capital of the Company shall be such amount which may be stipulated in Clause V of the
Memorandum of Association, with the Board, with the sanction of the Company in a General Meeting by
ordinary resolution, having the power to increase or reduce the share capital of the Company and to divide the
shares in the capital for the time being into several classes and to attach thereto respectively such preferential
or special rights, privileges or conditions as may be determined by the Board in its sole discretion in
accordance with these Articles and subject to the provisions of the Companies Act and to vary, modify,
amalgamate or abrogate such rights, privileges or conditions in such manner as may for the time being be
provided by these Articles or subject to the provisions of the Companies Act.
3.2.
The Board may from time to time, increase the authorized share capital of the Company by such sum to be
divided into shares of such amount and of such classes with such rights and privileges attached thereto as the
General Meeting shall direct by specifying the same in the resolution and if no directions be given as the
Board may determine.
3.3.
The Company may, subject to the provisions of Sections 100 to 105 of the Companies Act reduce in any
manner, from time to time,
a.
By special resolution its share capital;
b.
Any capital redemption reserve fund or any securities premium account.
3.4
Subject always to the provisions of these Articles, the shares shall be under the control of the Board and the
Board may allot, grant, have option over or otherwise deal with or dispose of them to any Person any shares
on such terms and conditions, as Board may deem fit.
3.5
Subject to the provisions of these Articles, the Company shall have power to alter the conditions of the
Memorandum relating to share capital as follows, that is to say that it may (a)
Increase its share capital by such amount as it thinks expedient by issuing new shares;
(b)
Consolidate and divide all or any of its share capital into shares of larger denomination than its
existing shares;
(c)
Sub-divide its shares or any of them into shares of smaller amount than is fixed by the Memorandum
so, however, that, in the sub-division, the proportion between the amount paid and the amount, if any,
unpaid on each reduced share shall be the same as it was in the case of the share, from which the
reduced share is derived;
(d)
Cancel any shares which, at the date of the passing of the resolution in that behalf, have not been
1
Adopted new set of Articles of Association vide special resolution passed at Extra Ordinary General meeting of the Company
held on 06.12.2012.
2
Altered vide special resolution passed at Extra Ordinary General meeting of the Company held on 09.11. 2012.
149
taken or agreed to be taken by any Person and diminish the amount of its share capital by the
amount of the shares as cancelled, provided, however, that the cancellation of shares in pursuance of
the exercise of this power shall not be deemed to be a reduction of share capital within the meaning
of the Act.
3.6.
Subject to the provisions of Section 77A, 77AA and 77B of the Act, the Rules made thereunder and any
statutory modifications thereof, the Company may Buy Back its own Shares or other specified securities from
time to time.
3.7
Whenever the Capital, by reason of the issue of preference Shares or otherwise, is divided into different
classes of shares, all or any of the rights and privileges attached to each class may subject to the provisions of
Section 106 and 107 of the Act be modified, commuted, affected or abrogated, or dealt with by agreement
between the Company and any person purporting to contract on behalf of that class, provided such agreement
is ratified in writing by holders of at least three-fourths in nominal value of the issued shares of the class or is
confirmed by a Special Resolution passed at a separate General Meeting of the holders of the shares of that
class.
This Article is not be derogate from any power the Company would have if it were omitted.
3.8
Subject to the provisions of Section 86 of the Act and other applicable statutory provisions, the Company shall
have the power to issue equity shares with voting rights or with differential rights as to dividend, voting or
otherwise in accordance with such rules and subject to such conditions as may be prescribed.
3.9
Subject to the provisions of the Act and rules made thereunder, from time to time, the Company shall be
entitled to issue Hybrid or other security.
IV.
SHARES
4.1
Subject to the provisions of Section 81 of the Companies Act and these Articles, the share capital of the
Company for the time being shall be under the control of the Board who may issue, allot or otherwise dispose
of the same or any of them to such Persons, in such proportion and on such terms and conditions and either at
a premium or at par or (subject to the compliance with the provision of Section 79 of the Companies Act) at a
discount and at such time as they may from time to time think fit and with the sanction of the Company in a
General Meeting to give to any Person the option or right to call for any shares either at par or premium
during such time and for such consideration as the Board deem fit, and may issue and allot shares in the share
capital of the Company on payment in full or part of any property sold and transferred or for any services
rendered to the Company in the conduct of its business and any shares which may so be allotted may be issued
as fully paid up shares and if so issued, shall be deemed to be fully paid shares. Provided, however, that the
option or right to call for shares shall not be given to any Person without the sanction of the Company in a
General Meeting.
4.2
An application signed by or on behalf of an applicant for shares in the Company followed by an allotment of
any shares therein, shall be an acceptance of shares within the meaning of these Articles and every Person
who, thus or otherwise agrees to accept in writing the shares and whose name is entered on the register of
Members shall for the purpose of these Articles, be a shareholder.
4.3
If by the conditions of allotments of any shares, the whole or a part of the amount or issue price thereof shall
be payable by installments, every such installment shall, when due, be paid to the Company by the Person
who, for the time being and from time to time shall be the registered holder of the shares of his heirs,
executors, administrators and legal representatives.
4.4
Every Member or his heirs, executors, assignees or other representatives shall pay to the Company the portion
of the share capital represented by his share or shares which may for the time being remain unpaid thereon, in
such amounts at such time or times and in such manner as the Board shall, from time to time, in accordance
with the Company’s regulations require or fix for the payment thereof and so long as any moneys are due,
owing and unpaid to the Company by any Member on any account. However, such Member in default shall
not be entitled at the option of the Board, to exercise any rights or privileges available to him.
4.5
If any shares stand in the name of two or more Persons, the one first named in the register of Members shall as
regards receipt of dividend bonus or service of notice and all or any other matters connected with the
Company, except voting at Meetings and the transfer of shares, be deemed the sole-holder thereof but joint –
holder of shares shall be severally as well as jointly liable for the payment of the installments and calls in
respect of such shares and for all incidents thereof according to the Company’s regulations.
150
4.6
Any Debentures, debenture stock or other securities may be issued at a discount, premium or otherwise and
may be issued on the condition that they shall be convertible into shares of any denomination and with any
privileges and conditions as to redemption, surrender, drawing, allotment of shares, attending (but not voting)
at the General Meeting, appointment of Directors and otherwise Debentures with a right of conversion into or
allotment of shares shall be issued only with consent of the Company in General Meeting by special
resolution.
V.
CALLS ON SHARES
5.1
The Board may, from time to time and subject to the terms on which any shares have been issued and subject
to the conditions of allotment, by a resolution passed at a meeting of the Board (and not by circular resolution)
make such call as it thinks fit upon the Members in respect of all moneys unpaid on the shares held by them
respectively, and each Member shall pay the amount of every call so made on him to the Person or Persons
and at the times and places appointed by the Board. A call may be made payable by installments.
5.2
Fifteen days notice in writing of any call shall be given by the Board specifying the time and place of
payment, and the Person to whom such call shall be paid.
5.3
A call shall be deemed to have been made at the time when the resolution authorizing such call was passed at
a meeting of the Board. A call may be revoked or postponed at the discretion of the Board.
5.4
The option or right to call of shares shall not be given to any Person except with the sanction of the Company
in a General Meeting.
5.5
The joint-holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
5.6
The Board may, from time to time at its discretion, extend the time fixed for the payment of any call, and may
extend such time as to all or any of the Members who, the Board may deem fairly entitled to such extension,
but no Member shall be entitled to such extension save as a matter of grace and favour.
5.7
If any Member fails to pay any call due from him on the day appointed for payment thereof, or any such
extension thereof as aforesaid, he shall be liable to pay interest of the same from the day appointed for the
payment thereof to the time of actual payment at such rate as shall from time to time be fixed by the Board,
but nothing in this Article shall render it obligatory for the Board to demand or recover any interest from any
such Member.
5.8
Any sum, which may be the terms of issue of a share becomes payable on allotment or at any fixed date,
whether on account of the nominal value of the share or by way of premium, shall for the purposes of these
Articles be deemed to be a call duly made and payable, on the date on which by the terms of issue the same
becomes payable and in case of non-payment, all the relevant provisions of these Articles as to payment of
interest and expenses, forfeiture or otherwise, shall apply as if such sum had become payable by virtue of a
call duly made and notified.
5.9
On the trial or hearing of any action or suit brought by the Company against any Member or his
representatives for the recovery of any money claimed to be due to the Company in respect of his shares, it
shall be sufficient to prove that the name of the Member, in respect of whose shares, the money is sought to be
recovered appears entered on the register of Members as the holder, at or subsequent to the date at which the
money is sought to be recovered, is alleged to have become due on the shares in respect of such money is
sought to be recovered; that the resolution making the call is duly recorded in the minute book; and that notice
of such call was duly given to the Member or his representatives used in pursuance of these Articles and that it
shall not be necessary to prove the appointment of the Directors who made such call, nor that a quorum of
Directors was present at the Board at which any call was made nor that the Meeting at which any call was
made duly convened or constituted nor any other matters whatsoever, but the proof of the matter aforesaid
shall be conclusive evidence of the debt.
5.10
Neither the receipt by the Company of a portion of any money which shall from time to time be due from any
Member to the Company in respect of his shares, either by way of principal or interest, nor any indulgence
granted by the Company in respect of the payment of any such money, shall preclude the Company from
thereafter proceeding to enforce a forfeiture of such shares as hereinafter provided.
5.11
The Board may, if they think fit, subject to the provisions of Section 92 of the Companies Act, agree to and
receive from any Member willing to advance the same, whole or any part of the moneys due upon the shares
held by him beyond the sums actually called for and upon the amount so paid or satisfied in advance or so
much thereof, as from time to time exceeds the amount of the calls then made upon the shares in respect of
which such advance has been made, the Company may pay interest at such rate as the Member paying the sum
151
in advance and the Board agree upon, provided that money paid in advance of calls shall not confer a right to
participate in profits or dividend. The Board may at any time repay the amount so advanced. The Members
shall not be entitled to any voting rights in respect of the moneys so paid by him until the same would but for
such payment become presently payable. The provision of this Article shall mutatis mutandis apply to the
calls on Debentures of the Company.
VI.
FORFEITURE OF SHARES
6.1
The notice aforesaid shall:
(a)
Name further day (not being earlier than the expiry of fourteen days from the date of service of the
notice) and a place or places on and at which such call or installment and such interest and expenses
as aforesaid are to be paid; and
(b)
State that in the event of non-payment on or before the day so named at the place appointed, the
shares in respect of which the call was made or instalment is payable will be liable to be forfeited.
6.2
If the requirements of any such notice as aforesaid are not complied with, any shares, in respect of which the
notice has been given, may, at any time thereafter before the payment required by the notice has been made,
be forfeited by the resolution of the Board to that effect. Such forfeiture shall include all dividends declared in
respect of the forfeited shares and not actually paid before the forfeiture
6.3
When any shares shall have been so forfeited, notice of the forfeiture shall be given to the Member in whose
name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall
forthwith be made in the register of Members but no forfeiture shall be in any manner invalidated, by any
omission or neglect to give such notice or to make any such entry as aforesaid.
6.4
Any share so forfeited shall be deemed to be the property of the Company and may be sold, re-allotted or
otherwise disposed off on such terms and in such manner, as the Board may think fit.
6.5
At any time before a sale, re-allotment or disposal as aforesaid, the Board may cancel the forfeiture on such
terms, as it thinks fit.
6.6
A Person, whose shares have been forfeited, shall cease to be the Member in respect of the forfeited shares but
shall, notwithstanding the forfeiture, remain liable to pay to the Company all moneys, all calls, or installment,
interest and expenses, owing in respect of such share at the time of the forfeiture, together with interest
thereon, from the time of forfeiture until payment, at such rate as the Board may determine and the Board may
enforce the payment thereof, to any party thereof, without any deduction or allowance for the value of the
shares at the time of forfeiture, but shall not be under any obligation to do so.
6.7
The forfeiture of a share involves extinction, at the time of the forfeiture, of all interest and all claims and
demands against the Company in respect of the share and all other rights, incidental to the share except only
such of those rights as by these Articles are expressly saved.
6.8
A duly verified declaration in writing that the declarant is a Director of the Company, and that certain shares
in the Company have been duly forfeited on a date stated in the declaration shall be conclusive evidence of the
facts therein stated as against all Persons claiming to be entitled to the shares and such declaration and the
receipt of the Company for the consideration, if any, given for the shares on the sale/ or disposition thereof
shall constitute a good title to such shares; and the Person to whom any such share as sold shall be registered
as the Member in respect of such share and shall not be bound to see to the application of the purchase money,
nor shall his title to such share be affected by any irregularity or invalidity in the proceedings in reference to
such forfeiture, sale or disposition.
6.9
Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificate or
certificates originally issued in respect of the relative shares shall (unless the same shall on demand by the
Company have been previously surrendered to it by the defaulting Member) stand cancelled and become null
and void and of no effect, and the Directors, shall be entitled to issue a duplicate certificate or certificates in
respect of the said shares to the Person, entitled thereto.
VII.
TRANSFER OF SHARES
7.1
There shall be a common instrument of transfer which shall be in writing and all the provisions of Section 108
of the Companies Act and of any statutory modification thereof for the time being, shall be duly complied
with in respect of all transfer of shares and the registration thereof.
152
7.2
Every instrument of transfer duly stamped must be accompanied by the certificate of shares proposed to be
transferred and such other evidence as the Board may require to prove the title of the transferor or his right to
transfer the shares.
7.3
No fee shall be charged for registration of transfer, transmission, probate, succession certificate and letters of
administration, certificate of death or marriage, power of attorney or similar other document.
7.4
Every such instrument of transfer shall be executed both by transferor and the transferee and the transferor
shall be deemed to remain the holder of such share until the name of the transferee shall have been entered in
the register of Members in respect thereof. The Board shall not issue or register a transfer of any share in
favour of a minor (except in cases when they are fully paid up).
7.5
The Board shall have power on giving seven days previous notice by advertisement in some newspaper
circulating in the district in which the registered office of the Company is situated to close the transfer books,
the register of Members or register of debenture holders at such time or times and for such period or periods,
not exceeding thirty days at a time and not exceeding in the aggregate forty-five days in each year, as it may
deem expedient.
7.6
The Company shall incur no liability or responsibility whatsoever in consequence of its registering or giving
effort to any transfer of shares made or purporting to be made by any apparent legal owner thereof (as shown
or appearing in the register of Members) to the prejudice of Persons having or claiming any equitable right,
title or interest to or in the said shares, notwithstanding that the Company may have had notice of such
equitable right, title or interest or notice prohibiting registration of such transfer, and may have entered such
notice, or deferred thereto, in any book of the Company, and the Company shall not be bound or required to
regard or attend or give effect to any notice which may be given to it of any equitable right or interest, or be
under any liability whatsoever for refusing or neglecting so to do, though it may have been entered or referred
to in some book of the Company; but the Company shall nevertheless be at liberty to regard and attend to any
such notice and give effect thereto, if the Board shall so think fit.
7.7
Subject to the provisions of Section 111A, these Articles and other applicable provisions of the Act or any
other law for the time being in force, the Board may refuse whether in pursuance of any power of the
Company under these Articles or otherwise to register the transfer of, or the transmission by operation of law
of the right to, any shares or interest of a Member in or debentures of the Company. The Company shall
within one month from the date on which the instrument of transfer, or the intimation of such transmission, as
the case may be, was delivered to Company, send notice of the refusal to the transferee and the transferor or to
the person giving intimation of such transmission, as the case may be, giving reasons for such refusal.
Provided that the registration of transfer shall not be refused on the ground of the transferor being either alone
or jointly with any other person or persons indebted to the Company on any account whatsoever except where
the Company has lien on shares.
7.8
The Company shall keep at its registered office, the register of Members and shall therein firmly and distinctly
enter the particulars of every transfer or transmission of shares. Subject to the provisions of Section 154 of the
Companies Act, the Board shall have power to close the register of Members for such periods, not exceeding
forty five days in aggregate in a year and thirty days at any one time, as may seem expedient to them.
VIII. TRANSMISSION OF SHARES
8.1
Every holder of shares in, or Debentures of the Company may at any time nominate, in the manner prescribed
under the Companies Act, a Person to whom his shares in or Debentures of the Company shall vest in the
event of death of such holder. Where the shares in, or Debentures of the Company are held by more than one
Persons jointly, the joint holders may together nominate, in the prescribed manner, a Person to whom all the
rights in the shares or Debentures of the Company, as the case may be, held by them shall vest in the event of
death of all joint holders.
Notwithstanding anything contained in any other law for the time being in force or in any disposition, whether
testamentary or otherwise, or in these Articles, in respect of such shares in or Debentures of the Company,
where a nomination made in the prescribed manner purports to confer on any Person the right to vest the
shares in, or Debentures of the Company, the nominee shall, on the death of the shareholders or holder of
Debentures of the Company or, as the case may be, on the death of all the joint holders become entitled to all
the rights in the shares or Debentures of the Company to the exclusion of all other Persons, unless the
nomination is varied or cancelled in the prescribed manner under the provisions of the Act.
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8.2
Where the nominee is a minor, it shall be lawful for the holder of the shares or holder of Debentures to make
the nomination to appoint, in the prescribed manner under the provisions of the Act, any Person to become
entitled to the shares in or Debentures of the Company, in the event of his death, during the minority.
8.3
Any Person who becomes a nominee by virtue of the provisions of these Articles upon production of such
evidence as may be required by the Board and subject as hereinafter provided, elect, either:
a)
to be registered himself as holder of the shares or Debentures, as the case may be;
b)
to make such transfer of the shares or Debentures, as the case may be, as the deceased shareholder or
Debenture holder, as the case may be, could have made; or
c)
if the nominee, so becoming entitled, elects himself to be registered as holder of the shares or
Debentures, as the case may be, he shall deliver or send to the Company a notice in writing signed by
him stating that he so elects and such notice shall be accompanied with death certificate of the
deceased shareholder or Debenture holder and the certificate(s) of shares or Debentures, as the case
may be, held by the deceased in the Company.
8.4
Subject to the provisions of Section 109 B (3) of the Companies Act and these Articles, the Board may
register the relevant shares or Debentures in the name of the nominee of the transferee as if the death of the
registered holder of the shares or Debentures had not occurred and the notice or transfer were a transfer signed
by that shareholder or Debenture holder, as the case may be.
8.5
A nominee on becoming entitled to shares or Debentures by reason of the death of the holder, or joint holders
shall be entitled to the same Dividend and other advantages to which he would be entitled if he were the
registered holder of the share or Debenture, except that he shall not before being registered as holder of such
shares or Debentures, be entitled in respect of them to exercise any right conferred on a Member or Debenture
holder in relation to Meetings of the Company.
8.6
The Board may, at any time, give notice requiring any such Person to elect either to be registered himself or to
transfer the shares or Debentures, and if the notice is not complied with within ninety days, the Board may
thereafter withhold payment of all dividends, bonuses, interest or other moneys payable or rights accrued or
accruing in respect of the relevant shares or Debentures, until the requirements of the notice have been
complied with.
8.7
Subject to the provisions of these Articles, any Person becoming entitled to shares in consequence of the
death, lunacy, bankruptcy or insolvency of any Member, or by any lawful means other than by a transfer in
accordance with these presents, may with the consent of the Board (which it shall not be under any obligation
to give) upon producing such evidence that he sustains the character in respect of which he proposes to act
under this Article of his title, act, as the holder of the shares or elect to have some Person nominated by him
and approved by the Board, registered as such holder, provided nevertheless, that if such Person shall elect to
have his nominee registered he shall testify the election by executing to his nominee an instrument of transfer
in accordance with the provisions herein contained and until he does so, he shall not be freed from any
liability in respect of the shares.
8.8
A Person entitled to a share by transmission shall, subject to the right of the Directors to retain such dividends
or money as hereinafter provided, be entitled to receive and may give discharge for any dividends or other
moneys payable in respect of the share.
IX
FURTHER ISSUE OF SHARES
9.1
Where at the time after the expiry of two years from the formation of the Company or at any time after the
expiry of one year from the allotment of shares in the Company made for the first time after its formation,
whichever is earlier, it is proposed to increase the subscribed capital of the Company by allotment of further
shares either out of the unissued share Capital or out of the increased share Capital then:
(a)
Such further shares shall be offered to the Persons who at the date of the offer, are holders of the
shares of the Company, in proportion, as near as circumstances admit, to the capital paid up on these
shares at the date;
(b)
Such offer shall be made by a notice specifying the number of shares offered and limiting a time not
less than thirty days from the date of the offer and the offer if not accepted, within such time will be
deemed to have been declined;
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9.2
9.3
9.4
(c)
The aforesaid offer shall be deemed to include a right exercisable by the Person concerned to
renounce the shares offered to him or any of them in favour of any other Person and the notice
referred to in sub-clause (b) shall contain a statement of this right.
(d)
After expiry of the time specified in the aforesaid notice or on receipt of earlier intimation from the
Person to whom such notice has been given that he declines to accept the shares offered, the Board
may dispose off them in such manner and to such Personas they may think, in their sole discretion, fit.
Notwithstanding anything contained in Article 9.1 hereof, the further shares aforesaid may be offered to any
Person (whether or not those Persons include the Persons referred to in clause (a) of Article 9.1 hereof) in any
manner whatsoever.
(a)
If a special resolution to that affect is passed by the Company in General Meeting, or
(b)
Where no such special resolution is passed, if the votes cast (whether on a show of hands or on a poll
as the case may be) in favour of the proposal contained in the resolution moved in the General
Meeting (including the casting vote by the chairman) by the Members who, being entitled to do so,
vote in person, or where proxies are allowed, by proxy, exceed the votes, if any, cast against the
proposal by Members, so entitled and voting and the central government is satisfied on an application
made by the Board in this behalf that the proposal is most beneficial to the Company.
Nothing in these Articles hereof shall be deemed:
(a)
To extend the time within which the offer should be accepted; or
(b)
To authorise any Person to exercise the right of renunciation for a second time on the ground that the
Person in whose favour the renunciation was first made has declined to take the shares comprised in
the renunciation.
Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused by the
exercise of an option attached to the Debentures issued or loans raised by the Company(i)
To convert such Debentures or loans into shares in the Company; or
(ii)
To subscribe for shares in the Company (whether such option is conferred in these Articles or
otherwise)
Provided that the terms of issue of such Debentures or the terms of such loans include a term providing for such option
and such term:
(a)
Either has been approved by the Central Government before the issue of the Debentures or the raising
of the loans or is in conformity with rules, if any, made by that Government in this behalf; and
(b)
In the case of Debentures or loans or other than Debentures issued to or loans obtained from
Government or any institution specified by the Central Government in this behalf, has also been
approved by a special resolution passed by the Company in General Meeting before the issue of the
Debentures or raising of the loans.
X.
CERTIFICATE OF SHARES
10.1
Every Member shall be entitled, without payment, to one or more certificates in marketable lots, for all the
shares of each class or denomination registered in his name, or if the Board so approves (upon paying such fee
as the Board may from time to time determine) to several certificates, each for one or more of such shares and
the Company shall complete and have ready for delivery such certificates within three months from the date of
allotment, unless the conditions of issue thereof otherwise provide, or within two months of the receipt of
applications of registration of transfer, transmission, sub-division, consolidation or renewal of any of its shares
as the case may be. Every certificate of shares shall be under the seal of the Company and shall specify the
number and distinctive numbers of shares in respect of which it is issued and amount paid-up thereon and
shall be in such form as the Board may prescribe or approve, provided that in respect of a share or shares held
jointly by several Persons, the Company shall not be bound to issue and deliver more than one certificate and
delivery of a certificate of shares to one or several joint holders shall be sufficient delivery to all such holders.
10.2
If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the back thereof for
endorsement of transfer, then upon production and surrender thereof to the Company, a new certificate may be
issued in lieu thereof and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the
Company and on execution of such indemnity as the Company deems adequate, being given, a new certificate
in lieu thereof shall be given to the party entitled to such lost or destroyed certificate. Every certificate under
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this Article shall be issued without payment of fees if the Board so decides, or on payment of such fees (not
exceeding Rs. 2/- for each certificate) as the Board shall prescribe. Provided that no fee shall be charged for
issue of a new certificates in replacement of those which are old, defaced or worn out or where there is no
further space on the back thereof for endorsement of transfer.
Provided that notwithstanding what is stated above the Board shall comply with such Rules or Regulation or
requirements of any stock exchange or the Rules made under the Companies Act or the Rules made under the
Securities Contracts (Regulation) Act, 1956 or any other Act, or Rules applicable in this behalf.
The provisions of Article 10.2 shall mutatis mutandis apply to Debentures of the Company.
XI.
DEMATERIALISATION OF SECURITIES
11.1
The provisions of this Article shall apply notwithstanding anything to the contrary contained in any other
Articles.
a)
The Company shall be entitled to dematerialize securities and to offer securities in a dematerialized
form pursuant to the Depositories Act, 1996.
b)
Every holder of or subscriber to securities of the Company shall have the option to receive
certificates for such securities or to hold the securities with a Depository. Such a Person who is the
Beneficial Owner of the securities can at any time opt out of a Depository, if permitted by law, in
respect of any securities in the manner provided by the Depositories Act, 1996 and the Company
shall, in the manner and within the time prescribed, issue to the Beneficial Owner the required
certificates for the securities. If a Person opts to hold his securities with the Depository, the
Company shall intimate such Depository the details of allotment of the securities, and on receipt of
the information, the Depository shall enter in its record the name of the allottee as the Beneficial
Owner of the securities.
c)
All securities held by a Depository shall be dematerialized and be in fungible form. Nothing
contained in Sections 153, 153A, 153B, 187B, 187C and 372A of the Companies Act shall apply to
a Depository in respect of the securities held by on behalf of the Beneficial Owners.
d)
(i) Notwithstanding anything to the contrary contained in the Companies Act or these Articles, a
Depository shall be deemed to be the registered owner for the purposes of effecting transfer of
ownership of securities of the Company on behalf of the Beneficial Owner.
(ii) Save as required by Applicable Law, the Depository as the registered owner of the securities
shall not have any voting rights or any other rights in respect of the securities held by it.
(iii) Every Person holding securities of the Company and whose name is entered as the Beneficial
Owner of securities in the record of the Depository shall be entitled to all the rights and benefits and
be subject to all the liabilities in respect of the securities which are held by a Depository and shall
be deemed to be a Member of the Company.
e)
Notwithstanding anything contained in the Companies Act or these Articles to the contrary, where
securities of the Company are held in a Depository, the records of the Beneficiary Ownership may
be served by such Depository on the Company by means of electronic mode or by delivery of
floppies or discs.
f)
Nothing contained in Section 108 of the Companies Act or these Articles, shall apply to a transfer of
securities effected by a transferor and transferee both of whom are entered as Beneficial Owners in
the records of a Depository.
g)
Notwithstanding anything contained in the Companies Act or these Articles, where securities are
dealt with by a Depository, the Company shall intimate the details thereof to the Depository
immediately on allotment of such securities.
h)
Nothing contained in the Companies Act or these Articles regarding the necessity of having
distinctive numbers for securities issued by the Company shall apply to securities held with a
Depository.
i)
The register of Members and index of beneficial owners maintained by a Depository under the
Depositories Act, 1996 shall be deemed to be the register and index of Members and security
holders for the purposes of these Articles.
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XII. LIEN
12.1
The Company shall have a first and paramount lien upon all the shares/debentures (other than fully paid-up
shares/debentures) registered in the name of each Member (whether solely or jointly with others) and upon the
proceeds of sale thereof, for all monies (whether presently payable or not) called or payable at a fixed time in
respect of such shares and no equitable interest in any shares shall be created except upon the footing and
condition that this Article will have full effect. Any such lien shall extend to all dividends and bonuses from
time to time declared in respect of such shares/ debentures. Unless otherwise agreed, the registration of a
transfer of shares/ debentures shall operate as a waiver of the Company’s lien, if any, on such
shares/Debentures. The Board may at any time declare any shares/debentures wholly or in part to be exempt
from the provisions of this clause.
XIII. PROCEEDINGS OF GENERAL MEETINGS
13.1
The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to any
other Meetings in that year. All General Meetings other than Annual General Meeting shall be Extraordinary
General Meetings. The First Annual General Meeting shall be held within eighteen months from the date of
incorporation of the Company and the next Annual General Meeting shall be held within six months after the
expiry of the Financial Year in which the first Annual General Meeting was held and thereafter an Annual
General Meeting of the Company shall be held within six months after the expiry of each Financial Year,
provided that not more than fifteen months shall elapse between the date of one Annual General Meeting and
that of the next. Nothing contained in the foregoing provisions shall be taken as affecting the right conferred
upon the Registrar under the provisions of Section 166(1) of the Companies Act to extend the time within
which any Annual General Meeting may be held. Every Annual General Meeting shall be called for on a time
during business hours, on a day that is not a public holiday, and shall be held at the registered office or at
some other place within the city in which the registered office is situated, as the Board may determine, and the
notices calling the General Meeting shall specify it as the Annual General Meeting. The Company may in any
Annual General Meeting fix the time for its subsequent Annual General Meeting. Every Member of the
Company shall be entitled to attend either in person or by proxy and the auditor of the Company shall be
entitled to attend and to be heard at any General Meeting which he attends on any part of the business that
concerns him as the auditor. At every Annual General Meeting of the Company there shall be laid on the table
the Directors’ report (if not already attached to the Audited statement of Accounts), the proxy register with
proxies and the register of Directors’ share holdings of which the latter register shall remain open and
accessible during the continuance of the General Meeting. The Board shall cause to be prepared the annual list
of Members, summary of the share capital, balance sheet and profit and loss account and forward the same to
the Registrar of Companies in accordance with Sections 159, 161 and 220 of the Companies Act.
13.2
The Board may, whenever it thinks fit, call an Extraordinary General Meeting and it shall do so upon a
requisition in writing by any Member or Members holding in the aggregate not less than one-tenth of such of
the Paid-Up Equity Share Capital as at the date carries the right of voting in regard to the matter in respect of
which the requisition has been made.
13.3
Any valid requisition so made by Members must state the objects of the Meeting proposed to be called and
must be signed by the requisitionists and be deposited at the registered office provided that such requisition
may consist of several documents in file form each signed by one or more requisitionists.
13.4
Upon the receipt of any such requisition, the Board shall forthwith call an Extraordinary General Meeting, and
if they do not proceed within twenty-one days from the date of the requisition being deposited at the Office to
cause a Meeting to be called on a day not later than forty-five days from the date of deposit of the requisition,
the requisitionists, or such of their number as represents either a majority in value, of the Paid-Up Equity
Share Capital of the Company as is referred to in Section 169(4) of the Companies Act, which ever is less,
may themselves call the Meeting, but in either case, any Meeting so called shall be held within three months
from the date of the delivery of the requisition as aforesaid.
13.5
Any Meeting called under the foregoing Articles by the requisitionists shall be called in the same manner, as
nearly as possible, as that in which General Meetings are to be called by the Board.
13.6
Twenty-one days’ notice at least or a shorter notice thereof subject however to the provisions of Sections 171,
190 and 219 of the Companies Act of every General Meeting, Annual or Extraordinary and by whosoever
called, specifying the day, place and hour of the Meeting, and the general nature of the business to be
transacted thereat, shall be given in the manner hereinafter provided, to such Persons as are under these
Articles entitled to receive notice from the Company. Provided that in the case of an Annual General Meeting
with the consent in writing of all the Members entitled to vote thereat and in the case of any other Meeting,
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with the consent of Members holding not less than 95 percent of such part of the Paid Up Capital of the
Company as gives a right to vote at the Meeting may be convened by a shorter notice. In the case of an
Annual General Meeting, if any business other than
a)
The consideration of the accounts, balance sheets and reports of the Board of Directors and auditors,
b)
The declaration of dividend,
c)
The appointment of Directors in place of those retiring,
d)
The appointment of and fixing of remuneration of the auditors,
is proposed to be transacted then in that event there shall be annexed to the notice of the General
Meeting a statement setting out all materials facts concerning each such item of business including, in
particular, the nature of concern or interest, if any, therein of every Director, and the manager (if any).
Where any such item of special business relates to or affects any other company, the extent of
shareholding interest in other company of every Director and the manager, if any, of the Company
shall also be set out in the statement if the extent of such shareholding interest is not less than twenty
percent of the Paid-Up Equity Share Capital of that other company. Where any item of business
consists of the according of approval to any document by the Meeting, the time and place where the
document can be inspected shall be specified in the statement aforesaid.
13.7
The accidental omission to give any such notice as aforesaid to any of the Members or the non receipt thereof
shall not invalidate the holding of the General Meeting or any resolution passed at any such General Meeting.
13.8
No General Meeting, Annual or Extraordinary, shall be competent to enter upon, discuss or transact any
business which has not been mentioned in the notice or notices upon which it was convened.
13.9
A body corporate being a Member shall be deemed to be personally present if it is represented in accordance
with Section 187 of the Companies Act.
13.10
The chairman (if any) of the Board shall be entitled to take the chair at every General Meeting, whether
Annual or Extraordinary, if there be no such chairman of the Board, or if at any meeting he shall not be
present within fifteen minutes of the time appointed for holding such meeting, or if he shall be unable or
unwilling to take the chair, then the Directors present may choose one of their Member to be the chairman of
the meeting. If no Director be present or if all the Directors present decline to take the chair, then the
Members present shall elect one of their number to be chairman.
13.11
The chairman with the consent of the Members may adjourn any Meeting from time to time and from place to
place in the city in which it is held but, no business shall be transacted at any adjourned Meeting other than
the business, left unfinished at the Meeting from which the adjournment took place. When a Meeting is
adjourned for more than 30 days, notice of the adjourned Meeting shall be given as in the case of an original
Meeting. Save as aforesaid, it shall not be necessary to give any notice of the adjournment or of the business
to be transacted at an adjourned Meeting.
13.12
At any General Meeting a resolution put to vote at the Meeting shall be decided on a show of hands, unless a
poll is before or on the declaration of the result of the show of hands, demanded by at least five Members
having the right to vote on the resolution and present in person or by proxy, or by the chairman of the Meeting
or by any Member or Members holding not less than one-tenth of the total voting power in respect of the
resolution or by any Member or Members present in person or by proxy and holding shares in the Company
conferring a right to vote on the resolution, being shares on which an aggregate sum has been paid-up on all
the shares conferring that right and unless a poll is demanded, a declaration by the chairman that a resolution
has on a show of hands, been carried unanimously, or by a particular majority, or lost, and an entry to that
effect in the minute book of the Company shall be conclusive evidence of the fact, without proof of the
number or proportion of the votes recorded in favour of or against the resolution.
13.13
In the case of an equality of votes, the chairman shall, both on a show of hands and at a poll (if any), have a
casting vote in addition to the vote or votes to which he may be entitled as a Member.
13.14
If a poll is demanded as aforesaid, the same shall, subject to these Articles be taken at such time (not later than
forty-eight hours from the time when the demand was made) and place in the city or town in which the Office
of the Company is for the time being situated and either by open voting or by ballot, as the chairman shall
direct, and either at once or after an interval or adjournment or otherwise, and the result of the poll shall be
deemed to be the resolution of the General Meeting at which the poll was demanded. The demand for a poll
may be withdrawn at any time by the Person or Persons who made the demand.
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13.15
Where a poll is to be taken, the chairman of the Meeting shall appoint two scrutineers to scrutinize the vote
given on the poll and to report thereon to him. One of the scrutinizers so appointed shall always be a Member
(not being an officer or employee of the Company) present at the Meeting provided such Member is available
and willing to be appointed. The chairman shall have power at any time before the result of the poll is
declared to remove a scrutinizer from office and fill vacancies in the office of scrutinizer from such removal
or from any other cause.
13.16
Any poll duly demanded on the election of chairman of a Meeting or on any question of adjournment shall be
taken at the Meeting forthwith.
13.17
The demand for a poll except on the questions of the election of the chairman and of an adjournment shall not
prevent the continuance of a Meeting for the transaction of any business other than the question on which the
poll has been demanded.
13.18
Subject to these Articles, the quorum for a General Meeting shall be five shareholders present in Person or by
attorney. If the quorum is not present within half hour of the scheduled time for holding of the General
Meeting, the Meeting shall be adjourned for two weeks and reconvened at the same time of the day and place
and if such day is a public holiday then to the immediately succeeding day which is not a public holiday, and
if at such rescheduled Meeting a is not present within thirty minutes of the time appointed for the Meeting, the
shareholders present, being not less than the quorum, if any, prescribed under the Act, shall form the quorum
for the General Meeting.
XIV
VOTING RIGHTS
14.1
No Member shall be entitled to vote either personally or by proxy/attorney, at any General Meeting or
meeting of a class of shareholders, either upon a show of hands or upon a poll in respect of any shares
registered in his name on which any calls or other sums presently payable by him have not been paid or, in
regard to which the Company has, and has exercised any right of lien.
14.2
Subject to Section 87 of the Companies Act and these Articles, and save as provided below, every Member
holding any Preference Shares shall, in respect of such Preference Share capital, have a right to vote only on
resolutions placed before the Company which directly affect the rights attached to his Preference Shares.
Provided that any resolution for winding up the Company or for the repayment or reduction of its share capital
shall be deemed directly to affect the rights attached to Preference Shares within the meaning of this clause.
14.3
Subject as aforesaid, every Member holding any Preference Share capital in the Company shall, in respect of
such capital, be entitled to vote on every resolution placed before the Company at any meeting, if the dividend
due on such capital or any part of such dividend has remained unpaid—
14.4
14.5
(i)
In the case of cumulative Preference Shares, in respect of an aggregate period of note less than two years
preceding the date of commencement of the Meeting; and
(ii)
In the case of non-cumulative Preference Shares, either in respect of a period of not less than two years
ending with the expiry of the financial year immediately preceding the commencement of the Meeting
or in respect of an aggregate period of not less than three years comprised in the six years ending with
the expiry of the financial year aforesaid.
For the purposes of this clause, dividend shall be deemed to be due on Preference Shares in respect of any
period, whether a dividend has been declared by the company on such shares for such period or not,—
(a)
On the last day specified for the payment of such dividend for such period, in the Articles or other
instrument executed by the Company in that behalf; or
(b)
In case no day is so specified, on the day immediately following such period;
(c)
Where the holder of any Preference Share has a right to vote on any resolution in accordance with the
provisions of this sub-section, his voting right on a poll, as the holder of such Preference Share, shall,
subject to the provisions of section 89 and sub-section (2) of section 92 of the Companies Act, be in the
same proportion as the capital paid up in respect of the Preference Share bears to the total paid-up
equity capital of the Company.
Subject to the provisions of these Articles and without prejudice to any special privileges or restrictions as to
voting for the time being attached to any class of shares for the time being forming part of the capital of the
Company, every Member not disqualified by the last preceding Articles shall be entitled to be present in
person or by proxy or by attorney and to speak and vote at such Meeting, and on a show of hands every
Member present in person or through attorney shall have one vote and upon a poll the voting fights of every
159
Member present in person or by proxy or by attorney shall be in proportion to his shares of the Paid-Up
Equity Capital of the Company. Provided, however, if any preference shareholder be present at any Meeting
of the Company, save as provided in clause (b) of sub-section (2) of Section 87 of the Companies Act, he shall
have a right to vote only on resolutions placed before the Meeting which directly affect the rights attached to
his preference shares.
14.6
On a poll taken at Meeting of the Company a Member entitled to more than one vote, or his proxy or other
Person entitled to vote for him, as the case may be, need not, if he votes, use all his votes or cast in the same
way all the votes he used or may abstain from voting.
14.7
A Member of unsound mind or in respect of whom an order has been made by any Court having jurisdiction
in lunacy may vote whether on a show of hands or on a poll, by his committee or other legal guardian and any
such committee or guardian may on poll vote by proxy, if any Member be a minor, the vote in respect of his
share or shares shall be by his guardian, or any of his guardians, if more than one, to be selected in case of
dispute by the chairman of the Meeting.
14.8
If there be joint holders of any shares, anyone of such Person may vote at any Meeting or may appoint another
Person (whether a Member or not) as his proxy or attorney in respect of such shares. The proxy so appointed
shall not have any right to speak at the Meeting and, if more than one of such joint holders be present at any
Meeting then one of the said Persons so present whose name stands higher on the register of Members shall
alone be entitled to speak and to vote in respect of such shares, but the other joint-holder(s) shall be entitled to
be present at the Meeting. Several executors or administrators of a deceased Member in whose name shares
stand shall for the purpose of these Articles to be deemed joint holders thereof.
14.9
Subject to the provisions of these Articles, votes may be given either personally or by proxy or by attorney. A
body corporate being a Member may vote either by a proxy or by a representative duly authorised in
accordance with Section 187 of the Companies Act, and such representative shall be entitled to exercise the
same rights and powers (including the rights to vote by proxy) on behalf of the body corporate which he
represents as the body could exercise if it were an Individual Member.
14.10
Any Person entitled to transfer any share may vote at any General Meeting in respect thereof in the same
manner, as if he were the registered holder of such shares, provided that forty eight hours at least before the
time of holding the Meeting or adjourned Meeting, as the case may be at which he proposes to vote he shall
satisfy the Directors of his right to transfer such shares and give such indemnity (if any) as the Directors may
require or the Directors shall have previously admitted his right to vote at such Meeting in respect thereof.
14.11
Every proxy (whether a Member or not) shall be appointed in writing under the hand of the appointer or his
attorney, or if such appointer is a corporation under the common seal of such corporation, or be signed by an
officer or any attorney duly authorised by it, and any Committee or guardian may appoint such proxy. The
proxy so appointed shall not have any right to speak at the Meeting.
14.12
An instrument of proxy may appoint a proxy either for the purpose of a particular Meeting specified in the
instrument and any adjournment thereof or it may appoint for the purpose of every Meeting of the Company,
or of every Meeting to be held before a date specified in the instrument and every adjournment of any such
Meeting.
14.13
A Member present by proxy shall be entitled to vote only on a poll.
14.14
The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is
signed or a notarised copy of that power or authority shall be deposited at the Office not later than forty eight
hours before the time for holding the Meeting at which the Person named in the instrument proposes to vote,
and in default the instrument of proxy shall not be treated as valid. ‘No instrument appointing a proxy shall be
valid after the expiration of twelve months from the date of its execution.
14.15
Every instrument of proxy whether for a specified Meeting or otherwise shall, as nearly as circumstances will
admit, be in any of the forms set out in Schedule IX of the Act.
14.16
A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the
previous death or insanity of the principal, or revocation of the proxy of any power of attorney under which
such proxy was signed, or the transfer of the share in respect of which the vote is given, provided that no
intimation in writing of the death or insanity, revocation or transfer shall have been received at the Office
before the Meeting.
14.17
No objection shall be made to the validity of any vote, except at any Meeting or poll at which such vote shall
be tendered, and every vote whether given personally or by proxy or by attorney, not disallowed at such
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Meeting or poll shall be deemed valid for all purposes of such Meeting or poll whatsoever.
14.18
Notwithstanding any thing contained in the foregoing, the Company shall transact such
business, as may be specified by the Central Government from time to time, through the means of postal
ballot. In case of resolutions to be passed by postal ballot, no Meeting need to be held at a specified time and
space requiring physical presence of Members to form a quorum. Where a resolution will be passed by postal
ballot the Company shall, in addition to the requirements of giving requisite clear days notice, send to all the
Members the following:
a)
Draft resolution and relevant explanatory statement clearly explaining the reasons thereof.
b)
Postal ballot for giving assent or dissent, in writing by Members and
c)
Postage prepaid envelope (by registered post) for communicating assents or dissents on the postal ballot
to the Company with a request to the Members to send their communications within thirty days from the
date of dispatch of notice.
14.19
The Company shall also follow such procedure, for conducting vote by postal ballot and for ascertaining the
assent or dissent, as may be prescribed by the Companies Act and the relevant Rules made thereunder.
14.20
The chairman of any Meeting shall be the sole judge of the validity of every vote tendered at such Meeting.
The chairman present at the taking of a poll shall be the sole judge of the validity of every vote tendered at
such poll.
XXI.
DIVIDENDS AND RESERVES
21.1
The profits of the Company, subject to any special rights relating thereto created or authorized to be created
by these Articles, and subject to the provisions of these Articles shall be divisible among the Members in
proportion to the amount of capital paid-up on the shares held by them respectively.
21.2
Subject to the provisions of these Articles, the Company in General Meeting may declare dividends but no
dividend shall exceed the amount recommended by the Board. However, the Company in a General Meeting
may declare a smaller dividend.
21.3
Any General Meeting declaring a dividend may make a call on the Members of such amount as is decided at
such Meeting. If the call on each Member does not exceed the dividend payable to him and the call is made
payable at the same time as the dividend, the dividend may, if so arranged between the Company and the
Member, be set off against the call.
21.4
No dividends shall be paid otherwise than in cash or out of the profits of the year or any other undistributed
profits of earlier years and no dividends shall carry interest as against the Company. The declaration of the
Board of Directors as to the amount of the profits of the Company shall be conclusive.
21.5
Subject to the provisions of these Articles, the Board of Directors may, from time to time, pay to Members
such interim dividends as appear to be justified by the profits of the Company.
(i)
Subject to the rights of Persons if any, entitled to shares with special rights as to dividends, it shall be
declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the
dividends are paid.
(ii) No amount paid or credited as paid on shares in advance of calls shall be treated for the purposes of this
Article as “paid on the share”.
(iii) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on
the shares during any portion or portions of the period in respect of which the dividends is paid but if any
share is issued on terms providing that it shall rank for dividends as from a particular date, such share
shall rank for dividend accordingly.
21.6
The Board may, from time to time, before recommending any dividend, set apart such portion of the profits of
the Company as they think fit as a reserve fund, equalization fund or depreciation fund to meet contingencies
or for the liquidation of any debentures, debts or other liabilities of the Company or for repairing, improving
and maintaining any of the property of the Company, and for such other purposes of the Company as the
Board in its absolute discretion may think prudent, and may invest the sum so set aside in such manner as it
may think fit.
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21.7
The Board of Directors may also carry forward any profits which it may think prudent not to divide without
setting them aside as a reserve.
21.8
The Board of Directors may retain any dividend or other moneys payable in respect of a share on which the
Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements
in respect of which the lien exists.
21.9
If the Company has not provided for depreciation for any previous Financial Year or years, it shall, before
declaring or paying a dividend for any Financial Year, provide for such depreciation out of the profits of the
Financial Year or years.
21.10
If the Company has incurred any loss in any previous Financial Year or years, the amount of the loss or any
amount which is equal to the amount provided for depreciation for that year or those years whichever is less,
shall be set off against the profits or the Company in the year for which the dividend is proposed to be
declared or paid or against the profits of the Company for any previous Financial Year or years arrived at in
both cases after providing for depreciation in accordance with the provisions of sub-section (2) of Section 205
of the Companies Act, or against both.
21.11
Where capital is paid in advance of calls, such capital may carry interest but shall not in respect thereof confer
a right to dividend or participate in profits.
21.12
A transfer of shares shall not pass the right to any dividend thereon before the registration of the transfer.
21.13
Any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or warrant
or by a pay order or receipt having the force of a cheque or warrant, sent through internationally or nationally
recognized courier, to the registered address of the Members or Person entitled or in case of joint shareholders
to the registered address of that one of the joint shareholders who is first named on the register of Members or
to such Person and to such address as the shareholders of the joint shareholders may in writing direct. Every
such cheque or warrant shall be made payable to the order of the Person to whom it is sent. The Company
shall not be liable or responsible for any cheque warrant, pay order or receipt lost in transmission or for any
cheque or warrant or the forged signature of any pay order or receipt or the fraudulent recovery of the
dividend by any other means.
21.14
Any one of two or more joint holders of a share may give effectual receipts for any dividends or other moneys
payable in respect of such share.
21.15
No Member shall be entitled to receive payments of any interest or dividend in respect of his share or shares,
while any money may be due or owing from him to the Company in respect of such share or shares or
otherwise howsoever, either alone or jointly with any other Person or Persons and the Board may deduct from
the interest or dividend payable to any Member all sums of money so due from him to the Company.
21.16
Where the Company has declared a dividend which has not been paid or the dividend warrant in respect
thereof has not been posted within 30 days from the date of declaration to any shareholder entitled to the
payment of the dividend the Company shall within seven days from the date of expiry of the said period of 30
days, open a special account in that behalf in any scheduled bank called “Unpaid Dividend of Future Lifestyle
Fashions Limited” and transfer to the said account, the total amount of dividend which remains unpaid or in
relation to which no dividend warrant has been posted.
21.17
Any money transferred to the unpaid dividend account of the Company which remains unpaid or unclaimed
for a period of seven years from the date of such transfer, shall be transferred by the Company to the fund
known as the Investor Education and Protection Fund, established under Section 205C of the Companies Act.
21.18
No unclaimed or unpaid dividend shall be forfeited by the Board.
XXV. INSPECTION
25.1
The Books shall be open for inspection by any Director during business hours.
25.2
No Member (not being a Director) shall have any right to inspect any Books or accounts of the Company
except as conferred by law or as authorized by the Board or by the Company in its General Meeting.
25.3
The Board of Directors shall from time to time determine whether and to what extent and at what times and
places and under what conditions or regulations the Books shall be open to the inspection of Members, not
being Directors.
25.4
Subject to the provisions of Section 209-A of the Companies Act, any Person, whether a Member or not, is
entitled to inspect any register, return certificate, deed instrument or document required to be maintained by
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the Company, on his giving notice in writing of his intention, of not less than twenty four hours, be permitted
to inspect the same during business hours.
25.5
Subject to the provisions of Section 154(1) of the Companies Act, close the register of Members or the
register of debenture holders, as the case may be.
XXVI. COMMON SEAL
26.1
The Board shall provide a common seal for the purpose of the Company, and shall have power from time to
destroy the same and substitute a new seal in lieu thereof, and the Board shall provide for the safe custody of
the seal for the time being, and the seal shall never be used except by the authority of a resolution of the Board
or a committee of the Board.
26.2
Every deed or other instrument to which the seal of the Company is required to be affixed shall be signed by a
Director and either by the Company Secretary or by any other Person authorized by the Board of Directors;
provided nevertheless that certificates of shares shall be signed in accordance with the Companies (Issue of
share certificate) Rules, 1960 and certificates of debentures may be signed by one Director, whose signatures
on such certificates of shares or debentures, when so authorized by the Board may be affixed and reproduced
by mechanical means.
26.3
Save as otherwise provided in the Companies Act or in these Articles, a document or any resolution passed by
the Company or the board and any books of the Company requiring authentication by the Company many be
signed by a Director or the Company Secretary or an authorised officer duly appointed for this purpose by the
Board or a committee of the Board, and need not be under the Company’s Seal.
XXVII. NOTICE
27.1
Notice of documents may be given or served by the Company to any Member either personally or by sending
it by post to him at his registered address or, if it has no registered address in India, at the address, if any
which is supplied by him to the Company for the purpose of giving notice to him. All notices and
communications shall be deemed received upon: (a) actual receipt thereof by the addressee; (b) actual delivery
thereof to the appropriate address; or (c) in the case of a facsimile transmission, upon transmission thereof by
the sender and the issuance by the transmitting machine of a confirmation slip confirming that the number of
pages constituting the notice have been transmitted without error.
27.2
The Company shall comply with the provisions of Sections 51 and 53 of the Act.
XXVIII. WINDING UP
28.1
If the Company shall be wound up, the liquidator may, with the sanction of a special resolution of the
Company and any other sanction required by the Companies Act, divide among the Members, in specie or
kind the whole or any part of the assets of the Company, whether they consist of property of the same kind or
not.
28.2
For the purposes aforesaid, the liquidator may set such value as he deems fair upon any property to be divided
as aforesaid and may determine how such division shall be carried out as between the Members or different
classes of Members.
28.3
The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such
trusts for the benefit of the contributories as the liquidator with the like sanction, shall think fit, but such that
no Member shall be compelled to accept any share or other securities where on there is any liability.
XXIX. CONFIDENTIALITY
29.1
Subject to the provisions of the Act and these Articles, any Chairman, Director, Auditor, Managing Director
or other officer of the Company and any trustee for the time being acting in relation to any affairs of the
Company or their heirs and executors shall be entitled, if such Person thinks fit, to decline to answer any
question by third parties concerning the business of the Company on the ground that the answer to such
question would disclose or tend to disclose the secret of the Company.
29.2
No Person (not being a Director) shall be entitled to enter upon the property of the Company or to inspect or
examine the Company’s premises or properties of the Company without the permission of the Board or to
discover any information respecting any details of the trading of the Company or of any matter which is or
may be in the nature of a trade secret, mystery of trade or secret process, or of any matter whatsoever which
may relate to the business of the Company, which in the opinion of the Board may not be in the interest of the
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Company to communicate.
XXX. INDEMNIFICATION
30.1
Subject to Section 201 and any other applicable provisions of the Companies Act, every Chairman, Director,
Auditor, Chairman/Managing Director or other officer of the Company and any trustees for the time being
acting in relation to any affairs of the Company and their heirs and executors (“Indemnified Person”) shall be
indemnified out of the funds of the Company against all bona fide suits, proceedings, costs, charges, losses,
damages or other liability that has been or may be incurred by such Indemnified Person, in the execution of
their respective duties in their respective offices, except in relation to any acts of wilful neglect or default.
XXXI. LAW AND JURISDICTION
31.1
These Articles shall be governed by, interpreted and construed in accordance with the substantive laws of
India, without regard to the conflict of laws provisions thereof.
31.2
Unless otherwise provided in the Act or any law for the time being in force, only courts in Mumbai shall have
exclusive jurisdiction in all matters.
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SECTION VIII – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The following contracts (not being contracts entered in the ordinary course of business carried on by our Company or
entered into more than two years before the date of the Information Memorandum) which are or may be deemed
material have been entered or to be entered into by our Company.
Copies of the following documents will be available for inspection at the Registered Office of our Company on
business hours with prior intimation, from the date of the Information Memorandum.
MATERIAL CONTRACTS AND DOCUMENTS
1.
Memorandum and Articles of Association, as amended till date.
2.
Certificate of Incorporation dated May 30, 2012;
3.
Certificate for Commencement of Business dated June 15, 2012;
4.
Certificate of Registration of special resolution passed on November 9, 2012 for alteration of Main Objects
Clause;
5.
Fresh Certificate of Incorporation dated December 4, 2012 consequent to change of name;
6.
Composite Scheme of Arrangement and Amalgamation;
7.
Letter dated December 27, 2012 of BSE and letter dated January 4, 2013 of NSE according their no-objection to
Scheme;
8.
Approval of the Competition Commission India dated January 3, 2013;
9.
Order of the Hon’ble High Court of Judicature at Bombay sanctioning the Composite Scheme of Arrangement
and Amalgamation under Sections 391 to 394 of the Companies Act, 1956 between Indus League Clothing
Limited and Lee Cooper (India) Limited and Future Ventures India Limited and Future Retail Limited and
Future Lifestyle Fashions Limited and their respective shareholders dated May 10, 2013;
10. Consent from the Auditors for inclusion of their names as the statutory auditors and of their reports on accounts
in the form and context in which they appear in this Information Memorandum.
11. Statement of Tax Benefit dated June 1, 2013 from the Company‘s statutory auditors;
12. Tripartite Agreement with National Securities Depository Ltd., RTA and the Company;
13. Tripartite Agreement with Central Depository Services (India) Ltd., RTA and the Company;
14. Latest annual report of the Company for the year ended March 31, 2013;
15. Copy of the agreement appointing Mr. Sanjay Dholakia, a Company Secretary in whole time practice, as a
trustee of fractional shares arising on allotment pursuant to the Scheme;
16. Letter dated June 25, 2013 for appointment of and payment of remuneration to the Managing Director;
17. BSE letter No.DCS/AMAL/PS/IP/165/2013-14 dated July 29, 2013 granting in-principle approval for listing;
18. NSE letter No. NSE/LIST/212653-K dated August 7, 2013 granting in- principle approval for listing;
19. SEBI letter No CFD/DIL/HB/PA/24533/2013 dated September 25 2013 granting relaxation from the
applicability of Rule 19(2)(b) of the Securities Contract Regulation (Rules) 1975 for listing of the shares of the
Company;
Note: Any of the contracts or documents mentioned in the Information Memorandum may be amended or modified at
any time if so required in the interest of the Company or if required by the other parties, without reference to the
shareholders subject to compliance with the provisions contained in the Companies Act and other relevant statutes.
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DECLARATION
All statements made in this Information Memorandum are true and correct.
FOR & ON BEHALF OF THE BOARD OF DIRECTORS OF FUTURE LIFESTYLE FASHIONS LIMITED
Signature
Name:
Designation:
: sd/Kishore Biyani
Managing Director
Place:
Date:
Mumbai
September 26, 2013
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