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of the Act, be and is hereby appointed as an Independent Director of the Company to hold office for a
term of five consecutive years commencing from May 11, 2015.”
Item No. 6 - Issuance of Non-Convertible Debentures for an amount of upto ` 1,000 crore, on
private placement basis
To consider and, if thought fit, to pass the following resolution, with or without modification(s), as a
Special Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 42 and 71 of the Companies Act, 2013 (“the
Act”) read with the rules made thereunder (“Rules”), the Securities and Exchange Board of India (Issue
and Listing of Debt Securities) Regulations, 2008 ("Regulations"), Equity Listing Agreement, Debt Listing
Agreement ("Listing Agreements"), Memorandum and Articles of Association of the Company and all
other applicable provisions of the Act, Rules, Regulations, Listing Agreements (including any statutory
amendment(s) or modification(s) or re-enactment(s) thereof, for the time being in force) and such other
applicable laws, rules, regulations, guidelines [other applicable laws], approvals, consents, sanctions
and permissions, as may be necessary from time to time, consent of the members of the Company be
and is hereby accorded to issue and/or offer and/or invite subscription for and/or allot Non-Convertible
Debentures of the Company of upto ` 1,000 crore, through Private Placement, in one or more tranches,
during a period of one year from the conclusion of the Eighth Annual General Meeting (however,
including the authorization obtained by the Company, by means of Postal Ballot, on February 24, 2015,
to issue and/or offer and/or invite subscription for and/or allot Non-Convertible Debentures of the
Company of upto ` 1,000 crore and within the total borrowing limit(s) of the Company, as approved by
the Members from time to time), to such person or persons (who may or may not be the debenture
holders of the Company) as the Board of Directors of the Company (hereinafter referred to as the
"Board", which term shall include any duly constituted Committee(s) of thereof or such other persons
authorised by the Board) may at its sole discretion decide, at such terms and conditions as may be
determined and considered proper and most beneficial to the Company, under the Act and/or Rules
and/or Regulations and/or Listing Agreements and/or other applicable laws.
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters
and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving
effect to the above resolution and for matters connected therewith or incidental thereto and to sign and
execute any deeds/ documents/ undertakings/ agreements/ papers/ writing, as may be required in this
regard and to delegate all or any of these powers to any of the Director(s) and/ or Key Managerial
Personnel and/ or officer(s) of the Company."
Item No. 7 - Approval for Transactions with Madura Fashion & Lifestyle, a division of Aditya Birla
Nuvo Limited (Ultimate Holding Company)
To consider and, if thought fit, to pass the following resolution, with or without modification(s), as a
Special Resolution:
"RESOLVED THAT pursuant to Section 188 and other applicable provisions of the Companies Act, 2013
("the Act") read with the Rules made thereunder and Clause 49 of the Equity Listing Agreement (including
any statutory amendment(s) or modification(s) or re-enactment(s) thereof, for the time being in force) and
subject to such other approvals, consents, permissions, sanctions of any authorities as may be necessary,
consent of the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as
the "Board", which term shall include any duly constituted Committee(s) of thereof or such other persons
authorised by the Board), to enter into the "Related Party Transaction(s)" during the Financial
Year 2015-16, with Madura Fashion & Lifestyle, a division of Aditya Birla Nuvo Limited (Ultimate Holding
Company), for such transactions of commercial nature, as more particularly enumerated in the explanatory
statement to the Notice in such manner and on such terms and conditions as may be mutually agreed
between the Board of the Company and Aditya Birla Nuvo Limited.
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters
and things as may be necessary, proper or expedient for the purpose of giving effect to the above
resolution."
By Order of the Board
Sd/-
Place : Mumbai Geetika Anand
Date : May 13, 2015 Company Secretary & Compliance Officer
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As per the provisions of the Act, as the results of the said Postal Ballot were declared on February 24,
2015, the same is deemed to be the date of passing the Special Resolution by the Members of the
Company and hence approval obtained for issuance of NCDs, will be operative only upto February 23,
2016.
In order to continue to avail the greater financial flexibility & optimal financing structure, sought to be
achieved through the issuance of NCDs as aforesaid, upto August 27, 2016 and in order to avoid
additional cost of seeking the approval of the Members through Postal Ballot (including voting by
electronic means) or by convening an Extra-ordinary General Meeting of the Members of the Company.
The Special Resolution set out at Item No. 6 of the Notice seeks the approval for merely extending the
time limit of the approval for issuance of NCDs on private placement basis, obtained through the said
postal ballot, for a period of 1 year from the date of this Annual General Meeting i.e. upto
August 27, 2016. This resolution enables the Board of Directors of the Company (which term shall
include any Committee of the Board) to offer or invite subscription for NCDs, on such terms and
conditions, including the issue price of the NCDs, upto an amount not exceeding ` 1000 Crore (Rupees
One Thousand Crore), from time to time until August 27, 2016. The NCDs will be issued in accordance
with the applicable provisions of the Act, relevant rules made thereunder and other applicable laws.
None of the Directors, Key Managerial Personnel of the Company/ their relatives are, in any way,
concerned or interested, financially or otherwise, in the proposed Special Resolution(s), except to the
extent of their equity holding in the Company, if any.
Item No. 7:
All the Related Party Transactions ("RPTs") proposed to be entered into/ entered into by the Company,
during the Financial Year 2015-16, are at arm's length and in the ordinary course of business of the
Company. All such transactions have prior approval of the Audit Committee of the Board of Directors
and the Board of Directors of the Company.
However, pursuant to Clause 49(VII) of the Equity Listing Agreement, all material transactions with the
Related Party(ies) i.e. transaction(s) to be entered into individually or taken together with previous
transactions during a financial year, exceed(s) 10% of the Annual Turnover of the Company, as per the
last audited financial statements of the Company, shall be approved by the Members of the Company,
through Special Resolution, wherein such Related Party(ies) shall abstain from voting.
Indigold Trade and Services Limited ("ITSL") i.e. the immediate Holding Company of the Company, is
a Wholly Owned Subsidiary of Aditya Birla Nuvo Limited ("ABNL") and hence, ABNL is Ultimate Holding
Company of the Company, qualifying to be a Related Party of the Company. Madura Fashion & Lifestyle
("MFL") is one of the division(s) of ABNL and it operates in Fashion & Lifestyle (Branded apparels &
Textiles) industry, similar to the Company.
The Company enters into transaction(s) of purely commercial nature with MFL/ ABNL on an ongoing
basis at arm's length and in ordinary course of its business. The transaction(s) proposed to be entered
into by and between the Company during the Financial Year 2015-16, were duly approved by the Audit
Committee, in its meeting held on March 11, 2015. However, though the transaction(s) proposed to be
entered into/ entered into by & between the Company and MFL/ ABNL, during the Financial
Year 2015-16, are in the Ordinary Course of business of the Company and are at arm's length, the
same would qualify as a material transaction as per the Equity Listing Agreement and thus would
require approval of the Members by way of Special Resolution.
The particulars of the transaction are as under :-
a. (i) Name of the related party
- MFL, a division of ABNL;
(ii) Nature of relationship
- MFL is one of the division(s) of ABNL; and
- ITSL i.e. the immediate Holding Company of the Company, is a Wholly Owned Subsidiary
of ABNL;
b. Nature and particulars of the contract or arrangement;
c. Material terms of the contract or arrangement including the value, if any;
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d. Manner of determining the pricing and other commercial terms, both included as part of contract
and not considered as part of the contract;
Nature of Particulars Material Terms Amount Manner of
Contractual (incl. value, if any) (` in determination of
relation Lakhs) Price and other
commercial terms
Payables
- Payment for Office Rent and reimbursement 60 On Actuals
Cost of actual expenditure, if any
- Sharing of Common Payment for Common 770 On Actuals
costs Salaries/Other Shared Costs
Vendor Payment for Royalty @0.5% on the Sales 100 On Actuals
Customer Other cost Reimbursement of Local 60 On Actuals
recoveries Body Tax, Entry Tax etc.
Vendor Purchase of Trade a) 35% on invoice discount; 13,600 In line with standard
goods - Pantaloons b) upto 5% towards terms/cost MFL
Stores Target Linked Discount incurs with any
c) upto 8% recovery other large format
towards cost incurred by retailer
the Company for Green
Card Management
Vendor Purchase of Trade a) 25% on invoice discount 1,750 In line with standard
goods-Factory b) Reimbursement of terms/cost MFL
Outlets scheme discounts incurs with any
given to customers other value format
retailer
- Payment for Rent and reimbursement of 200 On Actuals
Warehousing Cost actual expenditure, if any
- Transfer Security Transfer of security deposit 200 On Actuals
Deposit of planet fashion assets
- Transfer of Assets At Written Down Value 120 At Written Down
Value
- Reimbursement of Rent and reimbursement of 30 On Actuals
Showroom Rent actual expenditure, if any
for stores
- Purchase of Sale (FOB)/ Jobwork 450 In line with standard
Finished Garments terms/ cost MFL
[Freight on Board incurs with any other
(FOB)] value format retailer
Vendor Purchase of Fabric At Market Price 200 In line with standard
terms/cost MFL
incurs with any
other value format
retailer
Customer Discount Discount Sharing @ 50: 50 240 As per the market
Reimbursement to norms and is in
Trendin comparison with
the industry
Vendor Cut & Make Reimbursement of Cut & 511 As per industry
Charges Make Charges practice
Sub-Total(A) 18,291
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Sd/-
Place : Mumbai Geetika Anand
Date : May 13, 2015 Company Secretary & Compliance Officer
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attending the AGM who have not cast their vote by remote e-voting shall be eligible to vote at
the AGM.
b. The Company has appointed Mr. Dilip Bharadiya, Practising Company Secretary, to act as the
Scrutinizer, to scrutinize the entire e-voting process in a fair and transparent manner.
c. The Members desiring to vote through remote e-voting are requested to refer to the detailed
procedure given hereinafter.
PROCEDURE FOR REMOTE E-VOTING
The Company has entered into an arrangement with National Securities Depository Limited (NSDL)
for facilitating remote e-voting for AGM.
a) E-Voting to commence On Tuesday, August 25, 2015 at 09.00 a.m.
b) E-Voting to end On Thursday, August 27, 2015 at 05.00 p.m.
c) URL https://www.evoting.nsdl.com/.
The instructions for remote e-voting are as under:
A) In case of Members receiving an e-mail from NSDL:
1. Open the attached PDF file “Pantaloons Remote e-Voting.pdf” attached to the email,
using your Client ID (in case you are holding shares in demat mode) or Folio No. (in case
you are holding shares in physical mode) as password. The PDF file contains your UserID
and Password for e-voting. Please note that the password is an “initial password”.
2. Launch an internet browser by typing the URL https://www.evoting.nsdl.com/
3. Click on “Shareholder - Login”.
4. Put “user ID” and “password” as noted in initial password in step (1) above and Click
Login. If you are already registered with NSDL for e-voting then you can use your existing
user ID and password. If you forgot your password, you can reset your password by
using “Forgot User Details/Password” option available on www.evoting.nsdl.com.
5. Password change menu shall appear. Change the password with a new password of
your choice with minimum 8 digits/ characters or combination thereof. Please take a note
of the new Password. It is strongly recommended not to share your Password with any
person and take utmost care to keep it confidential.
6. Home page of “e-voting” will open. Click on e-voting - Active Voting Cycles.
7. Select Electronic Voting Event Number [EVEN] of Pantaloons Fashion & Retail Limited.
8. Now you are ready for remote e-voting as “Cast Vote” page opens.
9. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm”,
when prompted.
10. Upon Confirmation, the message “Vote cast successfully” will be displayed.
11. Once you have confirmed the resolution, you will not be allowed to modify your vote.
12. Institutional members [i.e., other than Individuals, Hindu Undivided Family (HUF),
Non-resident Indian (NRI), etc.] are required to send scanned copy (PDF/ JPG Format)
of the relevant Board Resolution/ Authority Letter etc. together with attested specimen
signature of the duly authorised signatory(ies) who are authorized to vote, to the
Scrutinizer through an e-mail to [email protected] with a copy
marked to [email protected].
B) In case of Members receiving physical copy of the AGM Notice and Attendance Slip:
1. Initial Password is as provided, as follows, at the bottom of the Attendance Slip.
Electronic Voting Event Number (EVEN) User ID Password/ Pin
2. Please follow all steps from Sr. No. 1 to Sr. No. 12 mentioned above, to cast vote.
Other information:
1. In case of any queries, you may refer to the “Frequently Asked Questions” (“FAQs”) for members
and “e-voting user manual” for members available at the “Downloads” sections of
https://www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990 or
Board line No. of NSDL: +91 022 2499 4600/ 4738.
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2. The members who have cast their vote by remote e-voting prior to the AGM may also attend
the AGM but shall not be entitled to cast their vote again.
3. The remote e-voting period commences on Tuesday, August 25, 2015 at 09.00 a.m. and ends
on Thursday, August 27, 2015 at 05.00 p.m. The remote e-voting module shall be disabled by
NSDL for voting thereafter.
4. The voting rights of members shall be in proportion to their shares of the paid up equity share
capital of the Company as on the cut-off date i.e. Saturday, August 22, 2015.
5. Any person, who acquires shares of the Company and becomes a member of the Company after
dispatch of the notice and holds shares as of the cut-off date may obtain the login ID and password
by sending a request at [email protected] or [email protected].
However, if you are already registered with NSDL for remote e-voting, then you can use your
existing User ID and Password for casting your vote. If you have forgotten your Password, you
can reset your Password by using “Forgot User Details/ Password” option available on
www.evoting.nsdl.com or contact NSDL at the following toll free no. 1800-222-990 or Board
line No. of NSDL i.e. +91 022 2499 4600/ 4738.
6. A person, whose name is recorded in the register of members or in the register of beneficial
owners as on the cut-off date only shall be entitled to avail the facility of remote e-voting and
voting at the AGM. A person who is not a Member as on the cut-off date should treat this
Notice for information purposes only.
7. Every Client ID No./ Folio No. will have one vote, irrespective of number of joint holders. However,
in case of joint holders, attending the meeting, only such joint holder who is higher in the order
of names, will be entitled to vote at the AGM.
8. A member can opt for only one mode of voting i.e. either through remote e-voting or by voting
at the AGM. If a member casts vote by more than one mode of voting including remote
e-voting, then voting done through remote e-voting shall prevail and other shall be treated as
invalid. Members who have voted by remote e-voting have the right to attend the Meeting and
accordingly their presence shall be, counted for the purpose of Quorum.
9. Please note that if you have opened 3-in-1 account with ICICI Group i.e. bank account and
demat account with ICICI Bank Limited and trading account with ICICI Securities Limited, you
can access e-voting website of NSDL through their website viz.; www.icicidirect.com for the
purpose of casting your votes electronically by using your existing user ID and password
used for accessing the website www.icicidirect.com. Please note that in case you are not able
to login through ICICI direct website, you can also access the e-voting system of NSDL by
using your existing user ID and password for the e-voting system of NSDL.
General Instructions:
1. Mr. Dilip Bharadiya, Practicing Company Secretary has been appointed as the Scrutinizer to
scrutinize the e-voting process in a fair and transparent manner.
2. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is
to be held, allow e-voting at the AGM with the assistance of scrutinizer and representatives of
NSDL for all those members who are present at the AGM but have not cast their votes by
availing the remote e-voting facility.
3. The Scrutinizer shall after the conclusion of e-voting at the general meeting, will first count the
votes cast at the meeting and thereafter unblock the votes cast through remote
e-voting in the presence of at least two witnesses not in the employment of the Company and
shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s
report of the total votes cast in favour or against, if any, to the Chairman or a person authorized
by him in writing, who shall countersign the same and declare the result of the voting forthwith.
4. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s
website www.pantaloons.com and on the website of NSDL and shall be communicated to
BSE Limited and National Stock Exchange of India Limited. The results shall also be available
for inspection at the Registered Office of the Company.
By Order of the Board
Sd/-
Place : Mumbai Geetika Anand
Date : May 13, 2015 Company Secretary & Compliance Officer
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Details of the Directors seeking appointment/ re-appointment in the 8th Annual General Meeting to be held on August 28, 2015
(Pursuant to Clause 49 of the Equity Listing Agreement and Secretarial Standards on General Meetings)
Name of Director Mr. Sushil Agarwal Ms. Sukanya Kripalu Mr. Arun Thiagarajan
Date of Birth/ Age June 13, 1963/ 52 years October 30, 1960/ 54 years September 7, 1944/ 70 years
Date of First Appointment August 6, 2009 October 13, 2014 May 11, 2015
Director Identification Number 00060017 06994202 00292757
Qualification M. Com, C.A. Graduate in Mathematics and Alumna of IIM, Kolkata Master’s Degree in Engineering (Electrical) from Stockholm
and Master’s Degree in Business Administration and
Information System from Sweden
Brief Profile including Mr. Agarwal is a Whole-time Director and Chief Financial Ms. Kripalu is a specialist in the field of marketing, strategy, Mr. Thiagarajan has attended the Advanced Management
expertise in specific Officer of Aditya Birla Nuvo Limited, the ultimate Holding advertising, market research among others. Her experience Program of the Harvard Business School. He has previously
Functional Area Company of the Company (“ABNL”). He has been with the includes working with leading corporates like Nestle India served as the Part-time Chairman of ING Vysya Bank
Aditya Birla Group since the beginning of his career in 1989 Limited, Cadbury India Limited and Kellogg India. She was Limited, Managing Director of Asea Brown Boveri Limited,
and has privilege of working closely with the former the Chief Executive Officer of Quadra Advisory and is Vice-chairman of Wipro Limited and as President of Hewlett-
Chairman Late Mr. Aditya Vikram Birla and current Chairman presently Director at Sukanya Consulting. Packard India Private Limited. Presently, he is on the board
Mr. Kumar Mangalam Birla. He has richly contributed with of the various companies.
his widely acknowledged financial acumen and analytical
skills in many Restructuring, Mergers and Acquisitions
initiatives of the Aditya Birla Group. He is on the board of
several companies.
No. of Board Meetings attended 5 3 Nil
during Financial Year 2014-15
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List of other Indian Public 1) Aditya Birla Nuvo Limited; 1) UltraTech Cement Limited; 1) Alstom India Limited;
Limited Companies in 2) ABNL Investment Limited; 2) Huhtamaki PPL Limited; 2) TTK Prestige Limited;
which Directorships held [1] 3) Aditya Birla Housing Finance Limited; 3) Positive Packaging Industries Limited. 3) Idea Cellular Limited;
4) Aditya Birla Insurance Brokers Limited; 4) Gokaldas Exports Limited.
5) Aditya Birla Money Mart Limited.
Chairperson/ Member of Committees(s) of Board of Directors of the Company [2]
Member : 1) Audit Committee; Member : 1) Audit Committee; Member : Audit Committee.
2) Stakeholders Relationship Committee 2) Stakeholders Relationship Committee
Chairperson/ Member of the Committee(s) of Board of Directors of other Companies in which he/ she is a Member/ Chairperson [2]
a) Audit Committee Chairperson : Nil Chairperson : Nil Chairperson : Gokaldas Exports Limited
Member : Nil Member : Nil Member : 1) TTK Prestige Limited;
2) Alstom India Limited;
3) Idea Cellular Limited.
b) Shareholders/ Investors Chairperson : Nil Chairperson : Nil Chairperson : Gokaldas Exports Limited
Grievance Committee/ Member : Nil Member : Nil Member : Nil
Share Transfer Committee
Shareholding in the Company 100 Equity Shares Nil Nil
Notes: 1) Excludes directorships in the Company, Foreign Companies, Private Companies, Companies formed under Section 25 of the Companies Act, 1956, and Companies formed under Section 8 of the Companies Act, 2013. 2) Pursuant to
Clause 49 of the Listing Agreement, only two committees viz. Audit Committee and Shareholders/ Investors Grievance Committee are considered; 3) None of the Directors are related inter-se each other.
CMYK
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PROXY FORM
[As per Form MGT – 11 and pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]
1. Name: ...........................................................................................................................................................................................
Address: ......................................................................................................................................................................................
......................................................................................................................................................................................................
E – mail ID:....................................................................................... Signature: ......................................................., or failing him;
2. Name: ...........................................................................................................................................................................................
Address: ......................................................................................................................................................................................
......................................................................................................................................................................................................
E – mail ID:....................................................................................... Signature: ......................................................., or failing him;
TEAR HERE
3. Name: ...........................................................................................................................................................................................
Address: ......................................................................................................................................................................................
......................................................................................................................................................................................................
E – mail ID:....................................................................................... Signature: ...........................................................................
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Eighth Annual General Meeting of the Company, to be held on
the August 28, 2015 at 11.00 a.m. at Swatantryaveer Savarkar Rashtriya Smarak, 252, Veer Savarkar Marg, Shivaji Park, Dadar (West),
Mumbai- 400 028, Maharashtra, India and at any adjournment thereof in respect of such resolutions as are indicated below:
○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○
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Best Regards,
Geetika Anand
TEAR HERE
.....................................................................................................................................................................................
.....................................................................................................................................................................................
.....................................................................................................................................................................................
I/ We shareholder(s) of Pantaloons Fashion & Retail Limited agree to receive communication from the
Please register my above e-mail address in your records for sending communication through e-mail.
Note: Member(s) are requested to keep the Company informed as and when there is any change in the
registered e-mail address.
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ADITYA BIRLA
pantaloons
PANTALOONS FASHION & RETAIL LIMITED
(Formerly Peter England Fashions & Retail Limited)
Registered Office:701-704, 7th Floor, Skyline Icon Business Park, 86-92 Off A. K. Road, Marol Village, Andheri (East), Mumbai, Maharashtra, India.
CIN:L18101MH2007PLC233901; Website:www.pantaloons.com;Email:[email protected]
Tel: +91 8652905000 Fax: +91 8652905400
ATTENDANCE SLIP FOR 8TH ANNUAL GENERAL MEETING TO BE HELD ON AUGUST 28, 2015
(to be handed over at the registration counter)
Name:
Address:
I certify that I am a registered shareholder/ proxy/ representative for the registered shareholder of the Company. I hereby record my
presence at the 8th ANNUAL GENERAL MEETING of the Company at Swatantryaveer Savarkar Rashtriya Smarak, 252, Veer Savarkar
Marg, Shivaji Park, Dadar (West), Mumbai- 400 028.
102321
The e-voting facility will be available commencing from 9:00 a.m. on Tuesday, August 25, 2015 to Thursday, August 27, 2015, 5:00 pm.
The cut-off date for the purpose of e-voting is August 21, 2015. During the e-voting period, all members of the Company holding shares
in any form i.e. physical or dematerialised, may cast their vote electronically.
Please read the instructions printed in the notice before exercising the vote. This communication is an integral part of the Notice dated
May 13, 2015, for convening the Annual General Meeting of the Company.
Note:
The Company is pleased to offer the option of remote e-voting facility to the Members. The business, as set out in the Notice of the Annual General
Meeting (AGM), may be transacted by remote e-voting. Members desiring to exercise remote e-voting option may refer to the detailed procedure on
electronic voting provided in the Notice of the AGM.
Mr. Aditya Vikram Birla
Our legendary leader. His ideals guide us.
Integrity, Commitment, Passion, Seamlessness and Speed.
Dr. Sarala Birla
was an iconic humanitarian.
A highly progressive person, she was way ahead of the times.
An educationist, a philanthropist, a patron of the arts,
Dr. Sarala Birla was an exemplar of all that is best in mankind.
Her legacy of values will be cherished forever.
CMYK
In sum
We are gearing to ensure that we have the right talent at the
right time and at the right place for each of our businesses.
Additionally, enhancing customer centricity and excellence
capability by developing customer value propositions that
are unmatched, stepping up the focus on R&D to increase
the share of value-added products across businesses, are
our focus areas. The thrust on digitisation across our
business processes and using analytics and big data
continue. These are our steps towards accelerating
top-line and bottom-line growth and enhancing stakeholder
value.
CONTENTS
About Us ..........................................................................................................................
Pantaloons
IN WITH FASHION
Pantaloons is a one-stop shop for the entire family for
the trendiest fashion wear at affordable prices.
Pantaloons
IN WITH FASHION
Pantaloons is a one-stop shop for the entire family for
the trendiest fashion wear at affordable prices.
Pantaloons
Scores A Century!
With the opening of 25 stores in the past year, Pantaloons’ retail footprint crossed the
hundred store milestone. From India’s bustling metros to swiftly developing smaller towns,
our 104 stores are styling-up wardrobes across the nation.
Stores
Pantaloons - In love with fashion
Pantaloons
Scores A Century!
With the opening of 25 stores in the past year, Pantaloons’ retail footprint crossed the
hundred store milestone. From India’s bustling metros to swiftly developing smaller towns,
our 104 stores are styling-up wardrobes across the nation.
Stores
Pantaloons - In love with fashion
Exclusive Brands
GIVE PANTALOONS THE EDGE
Our ever popular exclusive brands, designed by our own Design Studio, is the key reason our customers
keep coming back for more. With a sharp focus on presenting the latest trends at affordable prices, our Design
Studio combines its prowess in design and aesthetics to offer the best in current fashion.
Pantaloons - In love with fashion
Exclusive Brands
GIVE PANTALOONS THE EDGE
Our ever popular exclusive brands, designed by our own Design Studio, is the key reason our customers
keep coming back for more. With a sharp focus on presenting the latest trends at affordable prices, our Design
Studio combines its prowess in design and aesthetics to offer the best in current fashion.
Pantaloons - In love with fashion
Besides the trendy apparels, the host of unparalleled loyalty benefits further strengthen
the consumers’ brand loyalty
Exclusive
Billing Counter Sale Preview
India’s Most
GREENCARD
Benefits
Powerful
LOYALTY PROGRAMME Payback Points Assisted Shopping
Besides the trendy apparels, the host of unparalleled loyalty benefits further strengthen
the consumers’ brand loyalty
Exclusive
Billing Counter Sale Preview
India’s Most
GREENCARD
Benefits
Powerful
LOYALTY PROGRAMME Payback Points Assisted Shopping
IN WITH
Social An Unparalled
Media Experience
IN WITH PANTALOONS
Inspired by the Indian tradition of warmth and hospitality, Pantaloons’ well-trained, friendly and helpful
staff offer a delightful and comfortable retail experience. The 2 million+ sqft of contemporary retail space
that we offer further enhances the experience.
IN WITH
Social An Unparalled
Media Experience
IN WITH PANTALOONS
Inspired by the Indian tradition of warmth and hospitality, Pantaloons’ well-trained, friendly and helpful
staff offer a delightful and comfortable retail experience. The 2 million+ sqft of contemporary retail space
that we offer further enhances the experience.
Awards AND
Accolades
O ver the years Pantaloons has been recognized with
numerous awards and honors highlighting our dedication
to consumers, our attention to detail, quality and sincere
service. Our awards this financial year include:
Awards AND
Accolades
O ver the years Pantaloons has been recognized with
numerous awards and honors highlighting our dedication
to consumers, our attention to detail, quality and sincere
service. Our awards this financial year include:
CORPORATE INFORMATION
Contact Details
Tel: 91-8652905000 Fax: 91-8652905400
Email: [email protected]
Website
http://www.pantaloons.com
* Appointed as Chief Financial Officer w.e.f. November 4, 2014, in place of Mr. Manoj Kedia.
CMYK
Dear Members,
Your Company’s Directors, hereby present the Eighth Annual Report of the Company together with the
Audited Financial statements of the Company for the Financial Year ended March 31, 2015.
FINANCIAL PERFORMANCE
(` in Crore)
As on As on
Particulars
March 31, 2015 March 31, 2014
Revenue 1,851 1,661
EBITDA* 75 39
Finance Cost 120 117
EBDT (45) (79)
Depreciation 183 109
Earnings Before Tax (228) (188)
Provision for Taxation - -
Net Profit/ (Loss) (228) (188)
* Includes other income of ~` 3 Crore (Previous year: ~` 5 Crore)
Revenue
Your Company reported a revenue of ` 1851 Crore in the year 2014-15 (“year under review”), recording
a growth of 11.4% over 2013-14 (“previous year”). During the year under review, Company opened 25
new Pantaloons Stores and closed two stores. As at March 31, 2015, the Company had 104 Pantaloons
Stores and 30 Factory Outlet Stores.
Operating Profit
EBITDA excluding other income at ~` 73 Crore grew by 118% over previous year. Focus on cost
efficiencies, improved product mix and pricing has improved the EBITDA during the year under review.
Net Interest
Finance costs stood at ` 120 Crore with average borrowing cost of 10.17% versus 10.40 % in
the previous year.
Depreciation
The depreciation cost was higher mainly due to accelerated depreciation provided on account of
refurbishment and closure of stores.
Balance Sheet
(` in Crore)
As on As on
Particulars
March 31, 2015 March 31, 2014
Net Fixed Assets (Including Capital Advances and CWIP) 422 496
Goodwill 1,168 1,168
Net Working Capital 67 (34)
Capital Employed 1,656 1,630
Net Worth 346 579
Debt 1,311 1,050
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CMYK
The Goodwill recognised on transfer of Pantaloons business to the Company was subsequently tested
for impairment in accordance with the Accounting Standard - 28 issued by the Institute of Chartered
Accountants of India and continues to stand at ` 1,168 Crore as on March 31, 2015.
Net Working Capital as on March 31, 2015, includes Inventory of ` 427 Crore, Trade Receivables of
` 3 Crore, Cash and Bank Balance of ` 7 Crore and Trade Payables of Rs 311 Crore.
The detailed analysis of the performance is included in the section Management Discussion and Analysis.
DIVIDEND
In view of the loss for the year under review, no amount is proposed to be transferred to the reserve(s)
and your Directors have not recommended payment of any dividend for the year under review.
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CMYK
Organised Apparel Market size by Gender/ Age Organised apparel market is growing at a faster
(In ` Thousand Crore) pace than the overall apparel retail market, driven
by multiple factors including significant growth
130 CAGR (FY2015-FY2020)
in discretionary income, changing lifestyles and
rapid growth of E-Commerce.
23% Kids 13%
Within organised apparel market, men’s category
is the largest segment with more than 50% share.
65 Menswear will continue to dominate the market
29%
23% Women’s 16% in years to come, however, the womenswear
and kidswear are expected to grow faster and
25% enhance their share in the overall expanding pie.
The other significant change being awaited by the retail sector is notification of Goods and Service Tax
in the next financial year. It is expected to reduce the complexities of doing business in India.
Business Overview
Post the transition from Future Group, your Company has focussed on stores expansion, brand building
and organisation processes to lay the foundation for growth in the future.
Expanding the network reach:
Your Company expanded the network by launching 25 new Pantaloons stores and 6 factory outlets
during the year under review, taking the total count to 104 Pantaloons stores and 30 factory outlets as on
March 31, 2015. Your Company has adopted two-pronged expansion strategy with focus on deeper
penetration in larger towns and metros as
well as increasing reach in tier-2 and tier-
No. of Stores Incl. Factory Outlets Carpet Area (Million Sq. Ft.)
3 cities. 2.3
134
Enhancing productivity of the existing 2.0
stores: 1.7
1.6
107
With an objective of improving customer
footfalls, enhancing sell-through and 95
90
sustaining profitable sales growth in the
existing stores, 22 stores were refurbished
during the year through infrastructure and
assortment upgrade, completing the
refurbishment of all necessary stores after
the acquisition. June 30, 2012 March 31, 2013 March 31, 2014 March 31, 2015
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CMYK
Scheme of Arrangement to create India’s Largest Pure Play Fashion & Lifestyle Company with a
strong bouquet of leading fashion brands and retail formats
In a bid to capitalise on its large market presence in the branded fashion space in India, on May 3, 2015,
the Boards of Directors of your Company, Aditya Birla Nuvo Limited (“ABNL”), and Madura Garments
Lifestyle Retail Company Limited (“MGLRCL”), a subsidiary of ABNL, at their respective meetings,
approved the consolidation of branded apparels businesses of the Aditya Birla Group, through a
Composite Scheme of Arrangement between the Company, ABNL, MGLRCL and their respective
shareholders and creditors, under Sections 391 to 394 of the Companies Act, 1956 (“Composite Scheme”).
The consolidation will also enable tapping of operational synergies on various fronts such as sourcing,
real estate and technology platforms.
This move to bring all the branded apparel businesses of Aditya Birla Group, under one roof is expected
to accelerate the growth of these businesses and help exploit emerging opportunities presented by the
rapidly growing Indian apparel market.
The businesses that will be demerged from the respective companies into your Company are:
1) Madura Fashion, a branded apparel retailing division of ABNL, (“Madura Undertaking”) and
2) Madura Lifestyle, a luxury branded apparel retailing division of MGLRCL (“MGLRCL Retail
Undertaking”).
The Boards of your Company, ABNL and MGLRCL have approved the following swap ratio recommended
by the independent valuers:-
1) Shareholders of ABNL will get 26 new Equity Shares of your Company for every 5 equity shares held
in ABNL pursuant to the demerger of Madura Fashion;
2) Shareholders of MGLRCL will get 7 new Equity Shares of your Company for every 500 equity shares
held in MGLRCL pursuant to the demerger of Madura Lifestyle;
3) Preference shareholder of MGLRCL will get 1 new equity share of PFRL.
The Composite Scheme is subject to the necessary statutory and regulatory approvals, including
approvals of the appropriate authorities including High Court(s), Stock Exchange(s), SEBI and respective
shareholders & lenders and/or creditors of each of the companies involved in the Composite Scheme.
The appointed date of the Composite Scheme will be April 1, 2015.
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CMYK
Finance
During the year under review, your Company continued to explore various options for bringing down the
cost of borrowings and also for procuring funds at competitive cost which included availing of short-
term instruments like commercial paper, working capital borrowing, long term loans for expansion at
competitive terms, resulting in the reduction of average borrowing cost to ~10.17% (previous year
~10.40%).
Further, during the year, at the Seventh Annual General Meeting of the Company, approval of the Members
was obtained by way of a Special Resolution, to raise funds, by issue of Equity Shares on a rights basis
to the then existing Shareholders of the Company including by way of a qualified institutional placement,
for an aggregate amount not exceeding ` 500 Crore or its equivalent in any foreign currency,
commensurate to the future growth plans and in order to
• pursue the existing endeavours of the Company;
• repay the existing debts; and
• meet general corporate purposes.
However, for achieving greater financial flexibility and to enable optimal financing structure, it was deemed
fit to raise funds, by issue of NCDs, on a private placement basis and accordingly, approval of the
Members was obtained by way of a Special Resolution passed through Postal Ballot (including through
voting by electronic means), to issue and/or offer and/or invite subscriptions for and/ or allot NCDs of
upto ` 1,000 Crore, on a private placement basis, in one or more tranches, during the period of one year
from the date of passing of the Special Resolution by the Members, within the overall borrowing limits of
the Company, as approved by the Members from time to time.
Strengths and Opportunities
Strong parentage
Pantaloons is a part of the Aditya Birla Group, a USD 41 billion Indian multinational. The Group has
demonstrated capabilities of creating large scale profitable businesses from scratch as well as building
leadership position in the businesses acquired inorganically. The Group has a vast experience in promoting
and growing consumer facing businesses and brands in the apparel as well as non-apparel sectors and
in the process, has gained significant consumer insights. Brands like Louis Philippe, Van Heusen, Allen
Solly, Peter England, Idea Cellular, Birla Sun Life Insurance and Birla Sun Life Asset Management are
among the leaders in their respective categories. Among the most trusted business houses in India,
Aditya Birla Group is well known for its corporate governance and financial management.
Brand leadership
Pantaloons is among the leading large format fashion retailers in India. With continued focus on catering
to varied apparel and non-apparel needs of Indian consumers in a modern retail environment, ‘Pantaloons’
has emerged as a strong brand in the fashion industry over the past two decades. Pantaloons is constantly
innovating designs, concepts and products by infusing the latest trends in fashion and clothing styles.
Pantaloons operates across varied categories viz., casual wear, ethnic wear, formal wear, party wear
and active wear for Men, Women and Kids. Non-apparel products primarily comprise of footwear,
handbags, cosmetics, perfumes, fashion jewellery and watches
Unparalleled reach
Pantaloons span a retail space (carpet area) of about 2.3 million square feet, which is among the largest
in India in the organized fashion retail segment. The average size of a Pantaloons store is around 21,000
square feet. However, depending on the city, location and target market size, the typical store size varies
between 10,000 square feet to 25,000 square feet.
Pantaloons enjoys a pan India reach with presence across more than 50 cities. In the year under review,
your Company expanded its reach by entering in 9 new cities.
Your Company continues to evaluate real estate locations to ensure a strong pipeline of stores for continued
expansion.
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CMYK
Intensifying competition
Given the growth potential of Indian apparel retail market, many global brands have entered in Indian
market. Relaxation in FDI norms is likely to further intensify the competition. Further, we expect trends of
increasing e-commerce penetration to continue, as market players continue to drive sales through
aggressive promotions and advertising.
DISCLOSURES UNDER THE COMPANIES ACT, 2013 (“ACT”) AND RULES MADE THEREUNDER
Extract of Annual Return
As required under the provisions of Sections 92(3) & 134(3)(a) of the Act and the Companies (Management
and Administration) Rules, 2014, an Extract of the Annual Return in Form MGT-9, is annexed as
Annexure I to this report.
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CMYK
Details of the meetings of the Board and its Committees alongwith the attendance of the Directors
therein have been disclosed as part of the Corporate Governance Report.
The intervening gap between the meetings was as prescribed under the Companies Act, 2013 and
Equity Listing Agreement (“Listing Agreement”).
Statement on declaration given by Independent Directors under sub-section (6) of section 149
Company’s Board presently comprises of 3 Independent Directors viz. Mr. Bharat Patel, Ms. Sukanya
Kripalu and Mr. Arun Thiagarajan.
All the Independent Directors of the Company have given their respective declarations that they meet
the criteria of Independence as provided in Section 149(6) of the Act and Clause 49 of the Listing
Agreement.
Company’s policy on directors’ appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under
sub-section (3) of section 178
Board has, on the recommendation of the Nomination and Remuneration Committee (“NRC”), adopted
a Policy, which inter alia enumerates the Company’s policy on appointment of Directors and Key Managerial
Personnel (“KMP”).
Further the Board has, also on the recommendation of the NRC, adopted a policy entailing Executive
Remuneration Philosophy, which covers remuneration philosophy covering the Directors, KMPs and
employees included in Senior Management of the Company.
Both the aforesaid policies are annexed as Annexure II and Annexure III to this report.
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CMYK
Report given by the Statutory Auditors, on the financial statements of the Company, is disclosed as part
of the Financial Statements of the Company for the year under review.
There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors
in their Report and does not call for any further comments. The Notes to the Financial Statements are
self-explanatory and do not call for any further comments.
Secretarial Audit
M/s. Dilip Bharadiya & Associates, Practising Company Secretaries, were appointed as Secretarial Auditor
of the Company, to conduct Secretarial Audit for the year under review, pursuant to the provisions of
Section 204 of the Act.
The Secretarial Audit Report for the year under review, does not contain any qualification, reservation or
adverse remark and the same is annexed as Annexure IV to this Report.
There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial
Auditor in his Report and does not call for any further comments. The Notes to the Financial Statements
are self-explanatory and do not call for any further comments.
Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section
188 in the prescribed form
All contract(s) / arrangement(s) / transaction(s) entered into by your Company with its related parties,
during the year under review, were
• in “ordinary course of business” of the Company,
• on “an arm’s length basis”; and
• not “material”,
as per the provisions of Section 188(1) of the Act read with Companies (Meetings of Board and its
Powers) Rules, 2014 and Clause 49 (VII) of the Listing Agreement.
Accordingly, Form AOC-2, prescribed under the provisions of Section 134(3)(h) of the Act and Rule 8 of
the Companies (Accounts) Rules, 2014, for disclosure of details of Related Party Transactions, which
are “not at arm’s length basis” and also, which are “material & at arm’s length basis”, is not provided as
an annexure of the Directors’ Report. However, details of the Related Party Transactions entered into
during the year under review and as on March 31, 2015, are disclosed as part of the Financial Statements
of your Company for the year under review, as Note 30.
Further, pursuant to the provisions of the Act and the Listing Agreement, Board has, on recommendation
of its Audit Committee, adopted a Policy on Related Party Transactions to:-
a) regulate transactions of the Company with its related parties, as defined and identified under the
Act and the Listing Agreement;
b) ensure high standards of Corporate Governance while dealing with related parties; and
c) ensure optimum compliance with various applicable laws prescribed for Related Party Transactions,
The said policy is available on your Company’s website viz. www.pantaloons.com.
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CMYK
Details about the policy developed and implemented by the Company on Corporate Social
Responsibility (“CSR”) initiatives taken during the year
Board has, with a vision “to actively contribute to the social and economic development of the communities
and built a better sustainable way of life for weaker sections of society”, adopted a CSR Policy and the
same is available on your Company’s website viz. www.pantaloons.com.
CSR Policy of your Company, enumerates the Vision of the Aditya Birla Group & the Company, as a
responsible corporate citizen, and mentions the process to be implements w.r.t. Identification of projects
and philosophy of the Company, alongwith key endeavors & goals viz.
• In Education - to spark the desire for learning and knowledge;
• In Health care - to render quality health care facilities to people living in the villages and elsewhere
through our Hospitals;
• In Sustainable Livelihood - to provide livelihood in a locally appropriate and environmentally
sustainable manner;
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CMYK
• In Infrastructure Development - to set up essential services that form the foundation of sustainable
development; and
• to bring about Social Change we advocate and support.
In view of the losses for the year under review, your Company was not required to spend any amount
towards the CSR activities, as per the applicable provisions of Section 135 of the Companies Act, 2013.
Accordingly, the details of the CSR activities during the year under review are not provided in this Report.
Manner of formal annual evaluation has been made by the Board of its own performance and that
of its committees and individual directors
Pursuant to the provisions of the Act and Listing Agreement, the Board has to evaluate its own performance
and that of its committees and individual directors (“Evaluation”).
To enable such evaluation, an evaluation framework has been adopted by all the companies of the
Aditya Birla Group, which is devised with a view to provide a more structured approach for the evaluation
and which lays down overall guidelines & processes to be adopted for the evaluation of performance.
NRC and the Board have, vide their respective Resolutions dated May 8, 2015 and May 13, 2015,
approved the Evaluation Framework.
Accordingly, the Board carried out the evaluation of its own performance and that of its committees and
individual Directors w.r.t. the year under review. The exercise was carried out through a structured
evaluation process covering various aspects of the functioning of the Board and its Committees. Individual
Directors were evaluated separately on basis of their respective designations and roles. The manner in
which the evaluation has been carried out has been enumerated in the Corporate Governance Report.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the
Individual Directors, the Board as a whole and its Committees with the Company.
Details of Directors and Key Managerial Personnel who were appointed or have resigned during
the year
During the year under review, Dr. Rakesh Jain, Non-executive Director (DIN: 00020425) and
Mr. P. Murari, Independent Director (DIN: 00020437), resigned from their respective Directorships of the
Company w.e.f. December 15, 2014 and March 25, 2015 respectively.
Also, pursuant to the Talent Development Policy of the Aditya Birla Group, Mr. Manoj Kedia, Chief Financial
Officer of the Company was transferred as the Chief Financial Officer of the “Textiles, Acrylic Fibre and
Overseas Spinning” Business of the Aditya Birla Group and accordingly, he ceased to be the Chief
Financial Officer of the Company w.e.f. November 4, 2014.
With a view to broaden the Board and pursuant to the provisions of the Act, following appointments were
made, subject to the approval of the members of the Company at the ensuing Annual General Meeting-
Name Designation Term & Tenure
Ms. Sukanya Kripalu Additional Director of the Company, For a period of 5 (five)
proposed to be appointed as an consecutive years w.e.f.
Independent - Woman Director October 13, 2014
Mr. Arun Thiagarajan Additional Director of the Company, For a period of 5 (five)
proposed to be appointed as an consecutive years w.e.f.
Independent Director May 11, 2015
Resolutions for appointment of Ms. Kripalu and Mr. Thiagarajan, form part of the Notice for the ensuing
Eighth Annual General Meeting of the Company, circulated to the members of the Company, separately.
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Mr. Pranab Barua, was appointed as the Managing Director of the Company vide a Special Resolution
passed by the members of the Company at the Seventh Annual General Meeting of the Company held
on August 27, 2014, w.e.f. October 25, 2013.
Further, in accordance with the provisions of the Act and the Articles of Association of the Company,
Mr. Sushil Agarwal, Non- executive Director of the Company, will retire by rotation at the ensuing Annual
General Meeting and being eligible for re-appointment, he seeks re-appointment as such. Resolution for
his appointment also forms part of the Notice for the ensuing Eighth Annual General Meeting of the
Company, circulated to the members of the Company, separately.
Also, on the recommendation of the Nomination and Remuneration Committee of the Board and pursuant
to the Talent Development Policy of the Aditya Birla Group, Mr. S. Visvanathan was appointed as the
Chief Financial Officer of the Company w.e.f. November 4, 2014.
Names of companies which have become or ceased to be its Subsidiaries, joint ventures or
associate companies during the year
During the year, no Company became/ ceased to be a Subsidiary/ Associate/ Joint Venture of your
Company.
As at the end of the year under review i.e. on March 31, 2015 and also as on the date of this report, your
Company does not have any subsidiary and/or Associate Company and the Company is also not a part
of any Joint Venture(s).
Details of significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and company’s operations in future
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company’s operations in future.
Details in respect of adequacy of internal financial controls with reference to the Financial
Statements
Company has established a system of internal controls and business processes, comprising of policies
and procedures, with regards to efficiency of operations, financial reporting and compliance with
applicable laws and regulations etc. commensurate with its size and nature of the business. Regular
internal audit and checks are undertaken to ensure that systems and processes are followed effectively
and systems & procedures are periodically reviewed to keep pace with the growing size and complexity
of your Company’s operations. Your Company also has a well-defined process for an on-going
management reporting and periodic review of operations to ensure effective decision-making. During
the year under review, proper internal financial controls were in place and the financial controls were
adequate and were operating effectively.
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The Securities Exchange Board of India (“SEBI”) enacted SEBI (Share Based Employee Benefits)
Regulations, 2014 (“Regulations”), thereby repealing the SEBI (Employees Stock Option Scheme and
Employees Stock Purchase Scheme) Guidelines, 1999 (“Guidelines”). The regulations govern the grant
of share based benefits to the employees of the Company, such as Employee Stock Options (“ESOPs”),
Restricted Stock Units (“RSUs”), Stock Appreciation Rights (“SARs”) etc.
During the year under review, the Board of Directors of the Company, merged its ESOP Compensation
Committee with the Nomination and Remuneration Committee (“NRC”) and accordingly, the functions
and the scope of the erstwhile ESOP Compensation Committee i.e. mainly to administer, implement and
monitor the Schemes and plans thereby governing the grant of Share Based Employee Benefits to the
employees of the Company, are now included in the overall scope of the NRC. Accordingly, administration
and implementation of the “Pantaloons Employee Stock Option Scheme 2013” (“Scheme”) and
“Pantaloons Stock Appreciation Rights 2013” (“Plan”), now comes under the scope of NRC.
During the year under review, no ESOPs and/or RSUs and/or SARs were granted pursuant to the provisions
of the Scheme and/or plan. Further, no ESOPs and/or RSUs and/or SARs have vested in the grantees
pursuant to the provisions of the Scheme and/or plan.
In terms of the provisions of the regulations, details of the ESOPs and/or RSUs and/or SARs already
granted under the abovementioned Scheme and/or plan are available on your Company’s website viz.
www.pantaloons.com. Further, the same have been disclosed as part of the Financial Statements of the
Company for the year under.
A certificate from the Statutory Auditor thereby confirming that the Scheme has been implemented in
accordance with the Guidelines and the regulations will be placed at the ensuing Eighth Annual General
Meeting for inspection by the Members.
Composition of the Committees of the Board of Directors
Name of the Committee Composition of Committee
Audit Committee Mr. Bharat Patel, Independent Director(Chairperson)
Ms. Sukanya Kripalu, Independent Director
Mr. Arun Thiagarajan, Independent Director
Mr. Sushil Agarwal, Non-executive Director
Permanent Invitee- Mr. Pranab Barua, Managing Director
Stakeholders Relationship Mr. Bharat Patel, Independent Director (Chairperson)
Committee Ms. Sukanya Kripalu, Independent Director
Mr. Sushil Agarwal, Non-executive Director
Nomination Remuneration Mr. Bharat Patel, Independent Director
Committee Ms. Sukanya Kripalu, Independent Director
Mr. Sushil Agarwal, Non-executive Director
Mr. Pranab Barua, Managing Director
Corporate Social Mr. Bharat Patel, Independent Director
Responsibility Committee Mr. Sushil Agarwal, Non-executive Director
Mr. Pranab Barua, Managing Director
Permanent Invitee - Dr. Pragnya Ram, Group Executive President,
Corporate Communication & CSR, Aditya Birla Group
Risk Management Mr. Bharat Patel, Independent Director (Chairperson)
Committee Mr. Sushil Agarwal, Non-executive Director
Mr. Pranab Barua, Managing Director
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CMYK
Particulars of Employees as per Section 197(12) & Rule 5 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014
Disclosures with respect to the remuneration of Directors and employees as required under Section 197
(12) of the Act and Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are provided separately as Annexure V to this Report.
Details of employee remuneration as required under provisions of Section 197 (12) of the Act and Rule
5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be
made available at the Registered Office of the Company during working hours before 21 days of the
Annual General Meeting, pursuant to the provisions of the first proviso to Section 136(1) of the Act and
any member interested in obtaining such information may write to the Company Secretary and the same
will be made available to any such member on request.
Familiarization programmes
Independent Directors, on their appointment, are issued a Letter of Appointment setting out in detail, the
terms of appointment, duties, responsibilities and expected time commitments. Interactive sessions
with the members of Senior Management including Business and Functional Heads and KMPs of the
Company are organised for the induction of the Independent Directors. Details of programmes for
familiarisation of Independent Directors with the Company and related matters are put up on the website
of your Company’s viz. www.pantaloons.com and have been briefly disclosed as part of the Corporate
Governance Report.
Material developments in Human Resources / Industrial Relations front, including number of people
employed
Company believes that its people are one of its most valuable assets and therefore the Human Resource
philosophy and strategy of your Company is structured to attract and retain the best talent that encourages
innovation and creates a work environment of inspiration, creativity and passion. To ensure employee
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CMYK
development and growth, training and development of the front end store staff, identifying leadership
and key talent across the organization and executing individual development plans continue to be the
key focus area of your Company. The total number of employees on rolls of the Company as on March
31, 2015 was ~ 5,932.
OUTLOOK
In the short term, we expect the consumer sentiment and spending to remain muted. However, with the
inflation projected to stabilise at lower levels and an anticipated improvement in GDP growth, the consumer
spending is likely to improve in the medium term.
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ACKNOWLEDGEMENT
We place on record our sincere appreciation for the continued support which your Company has received
from its customers, suppliers, investors, promoters, bankers, group companies and above all, its
employees.
Disclaimer:
Certain statements in this “Management’s Discussion and Analysis” may not be based on historical information or facts and may be
“forward looking statements” within the meaning of applicable securities laws and regulations, including, but not limited to, those
relating to general business plans & strategy of the Company, its future outlook & growth prospects, future developments in its
businesses, its competitive & regulatory environment and management's current views & assumptions which may not remain constant
due to risks and uncertainties. Actual results could differ materially from those expressed or implied. Important factors that could make
a difference to the Company’s operations include global and Indian demand supply conditions, finished goods prices, feed stock
availability and prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, tax
regimes, competitors actions, economic developments within India and the countries within which the company conducts business and
other factors such as litigation and labour negotiations. The Company assume no responsibility to publicly amend, modify or revise any
statement, on the basis of any subsequent development, information or events, or otherwise. This “Management’s Discussion and
Analysis” does not constitute a prospectus, offering circular or offering memorandum or an offer to acquire any shares and should not
be considered as a recommendation that any investor should subscribe for or purchase any of the Company’s shares. The financial
figures have been rounded off to the nearest Rupee one Crore.
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CMYK
ANNEXURE I
FORM No. MGT-9
EXTRACT OF ANNUAL RETURN
As on financial year ended on March 31, 2015
[Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
i. CIN : L18101MH2007PLC233901
ii. Registration Date : April 19, 2007
iii. Name of the Company : Pantaloons Fashion & Retail Limited
iv. Category & Sub-Category of the : Company Limited by shares &
Company Indian Non Government Company
v. Address of the Registered office : 701-704, 7th Floor,
and contact details Skyline Icon Business Park,
86-92 Off A. K. Road,
Marol Village, Andheri
East, Mumbai- 400059,
Maharashtra, India.
Tel : +91 8652 95000
Fax : +91 8652 95400
E-mail : [email protected]
vi. Whether listed company : Yes
vii. Name, Address and Contact : Link InTime India Private Limited
details of Registrar and Pannalal Silk Mills Compound
Transfer Agent, if any C-13, L.B.S. Marg, Sadan Wadia,
Bhandup (West), Mumbai – 400 078
Tel : (022) 2596 3838 /
Fax: (022) 2594 6969
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iv) Shareholding Pattern of top ten Shareholders : (other than directors, promoters and holders of GDRs and ADRs):
Sr. For each of the Top 10 Shareholders Shareholding at the Cumulative Shareholding
(1) (1)
No. beginning of the year during the year
No. of shares % of total No. of shares % of total
shares of the shares of the
Company Company
1 Future Corporate Resources Limited
At the beginning of the year(1) 1,68,61,985 18.17 1,68,61,985 18.17
Date wise Increase/ Decrease:
30-09-2014 (Market Sale) (38,75,000) (4.18) (38,75,000) 14.00
At the End of the year(1) 1,29,86,985 14.00 - -
2 PIL Industries Limited
At the beginning of the year(1) 28,70,242 3.09 28,70,242 3.09
Date wise Increase/ Decrease: - - - -
At the End of the year(1) 28,70,242 3.09 - -
3 Bennett, Coleman And Company Limited
At the beginning of the year(1) 25,13,295 2.71 25,13,295 2.71
Date wise Increase/ Decrease:
23-05-2014 (Market Sell) (1,980) - 25,11,315 2.71
At the End of the year(1) 25,11,315 2.71 - -
4 Gargi Developers Private Limited
At the beginning of the year(1) 5,60,000 0.60 5,60,000 0.60
Date wise Increase/ Decrease:
30-09-2014 (Market Sell) (3,00,000) (0.32) 2,60,000 0.28
At the End of the year (1) 2,60,000 0.28 - -
5 Life Insurance Corporation of India
At the beginning of the year(1) 5,53,427 0.60 5,53,427 0.60
Date wise Increase/ Decrease: - - - -
(1)
At the End of the year 5,53,427 0.60 - -
6 Vardhaman Publishers Limited
At the beginning of the year(1) 4,60,000 0.50 4,60,000 0.50
Date wise Increase / Decrease: - - - -
At the End of the year(1) 4,60,000 0.50 - -
7 Mangal Keshav Capital Limited (2)
At the beginning of the year(1) 4,59,487 0.50 4,59,487 0.50
Date wise Increase / Decrease:
04-04-2014 (Market Sale) (2,010) - 4,57,477 0.49
11-04-2014 (Market Sale) (1,000) - 4,56,477 0.49
02-05-2014 (Market Sale) (449) - 4,56,028 0.49
19-09-2014 (Market Sale) (500) - 4,55,528 0.49
30-09-2014 (Market Sale) (12,000) (0.01) 4,43,528 0.48
03-10-2014 (Market Sale) (2,77,362) (0.30) 1,66,166 0.18
10-10-2014 (Market Sale) (1,05,191) (0.11) 60,975 0.07
31-12-2014 (Market Sale) (60,975) (0.07) - -
On the date of separation(1) - - - -
8 Prashant Jayantilal Patel(2)
At the beginning of the year(1) 4,49,056 0.48 4,49,056 0.48
Date wise Increase/ Decrease:
06-06-2014 (Market Sale) (2,86,866) (0.31) 1,62,190 0.17
30-09-2014 (Market Sale) (1,62,190) (0.17) - -
On the date of separation - - - -
9 Dharmayug Investments Limited
At the beginning of the year(1) 3,60,000 0.39 3,60,000 0.39
Date wise Increase/ Decrease: - - - -
At the End of the year(1) 3,60,000 0.39 - -
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Sr. For each of the Top 10 Shareholders Shareholding at the Cumulative Shareholding
(1) (1)
No. beginning of the year during the year
No. of shares % of total No. of shares % of total
shares of the shares of the
Company Company
10 India Opportunities Growth Fund Limited - Pinewood Strategy
At the beginning of the year(1) 2,75,046 0.30 2,75,046 0.30
Date wise Increase / Decrease:
09-05-2014 (Market Purchase) 96,232 0.10 3,71,278 0.40
16-05-2014 (Market Purchase) 43,768 0.05 4,15,046 0.45
23-05-2014 (Market Purchase) 18,690 0.02 4,33,736 0.47
30-05-2014 (Market Purchase) 19,883 0.02 4,53,619 0.49
13-06-2014 (Market Purchase) 15,000 0.02 4,68,619 0.51
20-06-2014 (Market Purchase) 10,000 0.01 4,78,619 0.52
30-09-2014 (Market Purchase) 30,000 0.03 5,08,619 0.55
At the End of the year(1) 5,08,619 0.55 - -
11 Loyal Apparels Private Limited (3)
At the beginning of the year(1) 1,819 - 1,819 -
Date wise Increase/ Decrease:
03-10-2014 (Market Purchase) 2,77,362 0.30 2,79,181 0.30
24-10-2014 (Market Purchase) 12,049 0.01 2,91,230 0.31|
At the End of the year(1) 2,91,230 0.31 - -
12 Ryka Commercial Ventures Private Limited(3)
At the beginning of the year(1) 2,07,343 0.22 2,07,343 0.22
Date wise Increase/ Decrease: - - - -
At the End of the year(1) 2,07,343 0.22 - -
Note 1 : Beginning of the Year – As on 01-04-2014, End of the year – As on 31-03-2015, During the year – From 01-04-2014 to 31-03-2015;
Note 2: Ceased to be in the list of top ten shareholders as on 31-03-2015. The same is reflected above since the shareholder was one of the top ten shareholder as on 01-04-2014;
Note 3: Not in the top ten shareholders as on 01-04-2014. The same has been reflected above since the Shareholder was one of the top 10 shareholders as on 31-03-2015.
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Sr. Particulars of each of the Directors and KMP Shareholding at the Cumulative Shareholding
(1) (1)
No. beginning of the year during the year
No. of shares % of total No. of shares % of total
shares of the shares of the
Company Company
5 Mr. Sushil Agarwal (Director)
At the beginning of the year(1) 100 - 100 -
Date wise Increase / Decrease: - - - -
(1)
At the End of the year 100 - - -
6 Mr. Pranab Barua (Director)
At the beginning of the year(1) - - - -
Date wise Increase / Decrease: - - - -
At the End of the year(1) - - - -
7 Mr. Shital Mehta (Chief Executive Officer)
At the beginning of the year(1) - - - -
Date wise Increase / Decrease: - - - -
At the End of the year (1) - - - -
8 Mr. S. Visvanathan (Chief Financial Officer)
At the beginning of the year(1) - - - -
Date wise Increase / Decrease: - - - -
(1)
At the End of the year - - - -
9 Ms. Geetika Anand (Company Secretary)
At the beginning of the year(1) - - - -
Date wise Increase / Decrease: - - - -
At the End of the year (1) - - - -
Note 1: Beginning of the Year – As on 01-04-2014, End of the year – As on 31-03-2015, During the year – From 01-04-2014 to 31-03-2015.
V. INDEBTEDNESS:
Indebtedness of the Company including interest outstanding/ accrued but not due for payment.
(` in Lakhs)
1
Indebtedness at the beginning of the financial year Secured Loans Unsecured Deposits Total
excluding Loans Indebtedness
deposits
i. Principal Amount 75,046.00 30,000.00 - 1,05,046.00
ii. Interest due but not paid - - - -
iii. Interest accrued but not due 700.68 2,458.98 - 3,159.67
Total (i+ii+iii) 75,746.68 32,458.98 - 1,08,205.67
Change in Indebtedness during the financial year1
Addition - 82,000.00 - 82,000.00
Reduction (3,781.00) (52,202.00) - (55,983.00)
Net Change (3,781.00) 29,798.00 - 1,37,983.00
Indebtedness at the end of the financial year1
i. Principal Amount 71,265.00 59,798.00 - 1,31,063.00
ii. Interest due but not paid - - - -
iii. Interest accrued but not due 668.13 2,599.53 - 3,267.85
Total (i+ii+iii) 71,933.31 62,397.53 - 1,34,330.85
Note 1: Beginning of the Year – As on 01-04-2014, End of the year – As on 31-03-2015, During the year – From 01-04-2014 to 31-03-2015.
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Mr. Shital Mehta Mr. Manoj Kedia Ms. Geetika Anand Total
(Chief Executive Officer) (Chief Financial Officer) (Company Secretary)
1 Gross salary
a) Salary as per provisions contained in section 17(1) 1,22,28,149 45,62,343 19,62,794 1,87,53,286
of the Income-tax Act, 1961
b) Value of perquisites u/s 17(2) Income-tax Act, 1961 6,44,089 1,36,747 35,326 8,16,162
c) Profits in lieu of salary under section 17(3) Income tax Act, 1961 - - - -
2 Stock Option Refer Note 1 Refer Note 2 Refer Note 3 -
3 Sweat Equity - - - -
4 Commission
- as % of profit - - - -
- others, specify
5 Others, please Specify:
(a) Company’s Contribution to Provident Fund 4,94,443 1,89,398 82,468 7,66,309
(b) Company’s Contribution to Superannuation Fund 1,00,000 1,00,350 - 2,00,000
(c) Company’s Contribution to Gratuity 1,98,189 75,917 33,056 3,07,162
(d) Food coupon 88,00 - - 8,800
(e) Car Valuation 2,53,170 1,83,239 - 4,36,409
(f) Leave Travel Allowance - 85,035 29,835 1,14,870
(g) House Deposit Valuation - 2,22,909 - 2,22,909
Total 1,39,26,840 55,55,588 21,43,479 2,16,25,907
1. Mr. Shital Mehta has been granted 88,527 Stock Options and 37,879 Restricted Stock Units of the Company. None of the said Stock Options and Restricted Stock
Units have vested unto him.
2. Mr. Manoj Kedia has been granted 38,952 Stock Options and 16,667 Restricted Stock Units of the Company out of which 29,214 Stock Options and 11,112
Restricted Stock Units have lapsed by virtue of his cessation as Chief Financial Officer of Company. None of the said Stock Options and Restricted Stock Units have
vested unto him. Further, no Stock Options and Restricted Stock Units have been granted to Mr. S. Visvanathan, present Chief Financial Officer of the Company.
3. Ms. Geetika Anand has been granted 7,435 Stock Options and 3,182 Restricted Stock Units of the Company. None of the said Stock Options and Restricted Stock
Units have vested unto her.
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NOMINATION POLICY
1. PURPOSE
The primary function of the Nomination and Remuneration Committee is to assist the Board of
Directors in fulfilling its governance and supervisory responsibilities relating to human resource
management and compensation.
The Nomination and Remuneration Committee (“the Committee” or “NRC”) is constituted by the
Board of Directors (“Board”) of Pantaloons Fashion & Retail Limited (“Company”) in its meeting
held on July 31, 2015, pursuant to the provisions of Section 178 of the Companies Act, 2013 and
applicable rules made thereunder (“Act”) and Clause 49 of the Equity Listing Agreement (“Listing
Agreement”).
This policy is enacted mainly to deal with the following matters, falling within the scope of the
Committee:
a. To institute processes which enable the identification of individuals who are qualified to become
Directors and who may be appointed as Key Managerial Personnel and/or in senior
management and recommend to the Board of Directors their appointment and removal from
time to time;
b. To devise a policy on Board Diversity;
c. To review and implement the succession and development plans for Managing Director,
Executive Directors and Senior Managers1;
d. To formulate the criteria for determining qualifications, positive attributes and independence
of directors;
e. To establish evaluation criteria of Board, its Committees and each Director
2. BOARD OF DIRECTORS
i) Identification, Nomination & Board Diversity
The Company recognises and embraces the benefits of having a diverse Board to enhance
the quality of its performance.
In designing the Board’s composition, Board diversity shall be considered from a number of
aspects, including but not limited to gender, age, cultural and educational background,
ethnicity, professional experience, skills, knowledge and length of service.
The ultimate decision will be based on merit and contribution that the selected candidates will
bring to the Board. The Board’s composition (including gender, ethnicity, age, length of service)
will be disclosed in the Corporate Governance Report annually.
ii) Evaluation Process
The Committee shall annually evaluate the performance of the Board as per the approved
Evaluation Framework and conduct an assessment of the performance of each of the Directors
individually against the criteria and Evaluation Framework as determined and approved by
the Board/ Committee.
The performance evaluation of Independent Directors shall be done by the entire Board of
Directors, on the basis of recommendations of the Committee (excluding the director being
evaluated).
iii) Training and Development
The Company shall periodically organise sessions under the familiarisation programme for
the Directors including Independent Directors to appraise them with the business operations
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of the Company and also let them know their roles, rights and responsibilities in the Company
to enable them to make effective contribution and discharge their functions as a Board Member.
The Committee shall approve training policies, including new director orientation and continuing
education requirements or expectations, for non-executive and independent director.
iv) Succession Planning
The Committee shall review and implement succession and development plans.
v) Criteria for determining qualifications, positive attributes and independence of directors
The committee shall follow the principles enshrined in the Act and the Listing agreement while
fixing the criteria for determining the qualifications, positive attributes and independence of
Directors, at all times.
1
“Senior Managers” means members of the Company’s core management team as determined from time to time by the Committee,
excluding Board of Directors, and comprising at least all members of management one level below the executive directors,
including the functional heads.
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At the Aditya Birla Group, we expect our executive team to foster a culture of growth and entrepreneurial
risk-taking. Our Executive Compensation Philosophy supports the design of programs that align executive
rewards – including incentive programs, retirement benefit programs, promotion and advancement
opportunities – with the long-term success of our stakeholders. Our reward programs recognize and
reward executives who display initiative, deliver superior individual performance, and contribute to
sustainable corporate and business success.
Our business and organizational model
Our Group is a conglomerate and organized in a manner such that there is sharing of resources and
infrastructure. This results in uniformity of business processes and systems thereby promoting synergies
and exemplary customer experiences.
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pay-outs at target performance) and target total cash compensation (including annual incentive
pay-outs) at target performance directionally between median and top quartile of the primary talent
market. We recognize the size and scope of the role and the market standing, skills and experience
while positioning our executives.
We use secondary market data only as a reference point for determining the types and amount of
remuneration while principally believing that target total remuneration packages should reflect the
typical cost of comparable executive talent available in the sector
V. i. Executive Pay-mix
Our executive pay-mix aims to strike the appropriate balance between key components:
(i) Fixed Cash compensation (Basic Salary + Allowances) (ii) Annual Incentive Plan
(iii) Long-Term Incentives (iv) Perks and Benefits
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Implementation
The Group and Business Centre of Expertise teams will assist the Nomination & Remuneration Committee
in adopting, interpreting and implementing the Executive Remuneration Philosophy. The costs of these
services will be established through “arm’s length”, market-based agreements entered into as needs
arise in the normal course of business.
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Form No. MR 3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31 2015
[Pursuant to section 204(1) of the Companies Act, 2013 and
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
PANTALOONS FASHION & RETAIL LIMITED
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by Pantaloons Fashion & Retail Limited (hereinafter called “the
Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on our verification of the Pantaloons Fashion & Retail Limited’s books, papers, minute books,
forms and returns filed and other records maintained by the Company and also the information provided
by the Company, its officers, agents and authorized representatives during the conduct of secretarial
audit, we hereby report that in our opinion, the Company has during the audit period covering the
financial year ended on March 31, 2015, complied with the statutory provisions listed hereunder and
also that the Company has proper Board-processes and compliance-mechanism in place to the extent,
in the manner and subject to the reporting made hereinafter:
1. I have examined the books, papers, minute books, forms and returns filed and other records
maintained by the Company as given in Annexure I, for the financial year ended on March 31,
2015, according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to
the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial
Borrowings; to the extent applicable,
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board
of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
1992;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
2. I have relied on the representations made by the Company and its Officers for systems and
mechanism formed by the Company for compliances under other applicable Acts, Laws and
Regulations to the Company. The list of major head/groups of Acts, Laws and Regulations as
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applicable to the Company is given in Annexure II. Moreover, based on the compliance mechanism,
the Management reports that as on March 31, 2015 the Company is 86% compliant (considering all
stores across the country) and striving to be 100% compliant.
3. I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with the Stock Exchange(s);
During the financial year under review the Company has complied with the provisions of the Act,
Rules, Regulations, Guidelines, Standards, etc. mentioned above.
I further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors. The changes in the composition of the Board
of Directors that took place during the period under review were carried out in compliance with the
provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed
notes on agenda were sent at least seven days in advance, and a system exists for seeking and
obtaining further information and clarifications on the agenda items before the meeting and for
meaningful participation at the meeting.
Majority decision is carried through while the dissenting members’ views are captured and recorded
as part of the minutes.
I further report that there are adequate systems and processes in the Company commensurate
with the size and operations of the Company to monitor and ensure compliance with applicable
laws, rules, regulations and guidelines.
I further report that during the financial year under review there were no instances of:
(i) Public/Right/Preferential issue of shares / debentures/sweat equity, etc.
(ii) Redemption / buy-back of securities.
(iii) Major decisions taken by the members in pursuance to section 180 of the Companies Act,
2013.
(iv) Merger / amalgamation / reconstruction, etc.
(v) Foreign technical collaborations.
Note:
The Board of Directors of the Company (“Board”) at their meeting held on May 3, 2015, have considered
and approved a Composite Scheme of Arrangement between the Company, Aditya Birla Nuvo Limited
(“ABNL”), Madura Garments Lifestyle Retail Company Limited (“MGLRCL”) and their respective
shareholders and creditors, under Sections 391 to 394 of the Companies Act, 1956 (“Composite Scheme”).
Place : Mumbai
Date : May 13, 2015
DILIP BHARADIYA
Proprietor
DILIP BHARADIYA & ASSOCIATES
FCS No.: 7956., C P No.: 6740
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(i) Ratio of the remuneration of each Director to the median remuneration of the employees of the
Company for the Financial Year 2014-15 (“year under review”):
(ii) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial
Officer and Company Secretary for year under review:
(iii) Percentage increase in the median remuneration of employees in the year under review:
The Median remuneration of the employees as at the end of the year under review i.e. on March 31,
2015, was ` 1,21,378 and the same increased by 10.55% during the year under review (Previous
Year: ` 1,09,795).
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* Sitting Fees to be paid to the Directors of the Company, were increased during the year, considering the provisions of
the Companies Act, 2013.
## Ms. Sukanya Kripalu was appointed as an Independent Director w.e.f. October 13, 2014 and hence, details of increase
in her remuneration are not provided.
$ Mr. Arun Thiagarajan was appointed as an Independent Director w.e.f. May 11, 2015 and hence, details of his remuneration
are not provided.
~ Dr. Rakesh Jain, resigned from the office of Director w.e.f. December 15, 2014 and details of his remuneration comprise
of the Sitting Fees paid to him, for attending the meetings of the Board and/ or its Committees, upto such resignation.
^ Mr. S. Visvanathan was appointed as the Chief Financial Officer w.e.f. November 4, 2014 and was not paid any
remuneration during the year under review.
(v) Explanation on the relationship between the average increase in remuneration and company
performance
EBITDA of the Company, as at the end of the year under review i.e. at March 31, 2015, increased by
~96% whereas the average remuneration of the employees of the Company increased by ~9%. The
increase in average remuneration of the employees of the Company was in line with the Human Resource
Philosophy & performance of the Company and was in line with the market trends of the country.
(vi) Comparison of the remuneration of the Key Managerial Personnel (“KMP”) against the performance
of the Company
EBITDA of the Company, as at the end of the year under review i.e. at March 31, 2015, increased
by ` 36.96 Crore (~96%) (i.e. from ` 38.52 Crore during previous year to ` 75.48 Crore during the
year under review). The total remuneration of KMPs of the Company (including Managing Director)
increased by ~35.78% (i.e. from ` 2.92 Crore during previous year to ` 3.96 Crore during the
year under review). However, the increase in remuneration is not comparable as,
a) Remuneration paid to Mr. Pranab Barua- Managing Director, during the previous year,
comprised only of the remuneration paid to him for a period from October 25, 2013 upto
March 31, 2014 (i.e. after his appointment as Managing Director) and the sitting fees paid to
him for attending the meetings of the Board and/ or its Committees before his appointment as
Managing Director;
b) Remuneration(s) paid to the erstwhile Chief Financial Officer of the Company viz. Mr. Manoj
Kedia, during the previous year and during the year under review, was/were not for full financial
year (April 8, 2013 being his date of appointment and November 4, 2014 being his date of
cessation as Chief Financial Officer); and
c) Mr. S. Visvanathan, present Chief Financial Officer, did not receive any remuneration, during
the year under review.
(vii) Variations in Market Capitalisation of the Company and Price earnings ratio as at March 31, 2014
and March 31, 2015 and percentage increase over decrease in the market quotations of the shares
of the Company in comparison to the rate at which the Company came out with the last public offer:
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Company had made application for seeking exemption from Securities Exchange Board of India
(“SEBI”) under the SEBI Circular SEBI/CFD/SCRR/01/2009/03/09 dated September 3,2009. Company
received the Listing approval on July 15, 2013 and accordingly, trading of the Equity Shares of the
Company, on the BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”),
commenced on July 17, 2013. Details of the closing prices as on the date of listing and as on
March 31, 2015, alongwith the details of change therein in percentage terms, are as under:
(Amounts in `)
Particulars BSE NSE
Market price per share as on July 17, 2013 158.35 166.00
Market price per share as on March 31, 2015 113.50 115.00
Change in Market Price since listing (%) -28.32% -30.72%
(viii) Average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and any exceptional circumstances for increase in the
managerial remuneration and Comparison of the each remuneration of the KMPs against the
performance of the company:
The total remuneration of KMPs of the Company (including Managing Director) increased by ~35.78%
(i.e. from ` 2.92 Crore during previous year to ` 3.96 Crore during the year under review) and the
average remuneration of the employees of the Company (other than KMPs) increased by ~9.84%.
However, both the percentages are not comparable, for the same reasons enumerated at Point
No. (vi) hereinabove.
(ix) Key parameters for any variable component of remuneration availed by the directors:
Remuneration paid to the Non-executive and Independent Directors of the Company, comprises of
the Sitting Fees paid to them for attending the meetings of the Board and/ or its Committees, during
the year under review. Variable component of remuneration paid to Mr. Pranab Barua, Managing
Director of the Company, during the year under review, was as approved vide a Special Resolution
passed by the members of the Company at the Seventh Annual General Meeting of the Company.
(x) Ratio of the remuneration of the highest paid director to that of the employees who are not directors
but receive remuneration in excess of the highest paid director during the year:
None of the employees of the Company received remuneration higher than the Directors of the
Company.
(xi) Affirmation that the remuneration is as per the remuneration policy of the company:
As per the provisions of the Companies Act, 2013, Board of Directors of the Company has adopted
an Executive Remuneration Philosophy which is applicable to those executives whose remuneration
is subject to the approval of the Nomination & Remuneration Committee viz. Director(s), KMPs and
members of Senior Management (“said policy”) and the remuneration is paid to them as per the
said policy. Remuneration paid to other employees of the Company, is as per the Human Resource
Philosophy of the Company.
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To
The Members
Pantaloons Fashion & Retail Limited
701-704, 7th Floor,
Skyline Icon Business Park,
86-92, Off A. K. Road,
Marol Village,
Andheri (East), Mumbai-400 059.
We have examined the compliance of conditions of Corporate Governance by Pantaloons Fashion &
Retail Limited (‘Company’), for the year ended on March 31, 2015 as stipulated in Clause 49 of the
Equity Listing Agreement of the said Company with Stock Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our
examination was limited to procedures and implementation thereof, adopted by the Company for ensuring
the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of
opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify
that the Company has complied with the conditions of Corporate Governance as stipulated in the above
mentioned Equity Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the
Company nor the efficiency or effectiveness with which the management has conducted the affairs of
the Company.
Place : Mumbai
Date : May 13, 2015
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During the year, Dr. Rakesh Jain and Mr. P. Murari have resigned from their respective
Directorships w.e.f. December 15, 2014 and March 25, 2015, respectively.
Ms. Sukanya Kripalu and Mr. Arun Thiagarajan were appointed by the Board as Additional
(Independent) Directors of the Company, for a period of 5 (five) consecutive years with effect
from October 13, 2014 and May 11, 2015, respectively, subject to approval of the shareholders
at the ensuing Eight Annual General Meeting of the Company.
Details of the Directors forming part of the Board as on date, alongwith their brief profiles and
details about the number of Directorship(s) and/or Committee Membership(s)/Chairmanship(s)
are provided hereinbelow:-
Name of Date of Brief Profile Board Committee
the Director Appointment Positions1 Positions2
As As As As
Member Chair- Member Chair-
person person
3
Independent, Non–executive Directors
Mr. Bharat April 19, Mr.
. Bharat Patel is the former Chairman of Procter 4 — 1 1
Patel 2015 & Gamble Hygiene and Health Care Ltd., and
[DIN: presently he chairs the Indian Society of
00060998] Advertisers (ISA). He has over 40 years of varied
experience in the field of marketing, sales, exports,
manufacturing, etc. He holds MA in Economics
from the University of Notre Dame, USA and MBA
in Marketing from the University of Michigan, USA.
Apart from being associated with various Industry
Associations, he is on the Board of various
companies.
Ms. Sukanya October 13, Ms. Sukanya Kripalu has graduated from 3 — — —
Kripalu 2014 St. Xavier’s College and is an alumna of the Indian
[DIN: Institute of Management, Kolkata. She is a
06994202] specialist in the field of marketing, strategy,
advertising, market research among others. Her
experience includes working with leading
corporates like Nestle India Limited, Cadbury India
Limited and Kellogg India. She was the CEO of
Quadra Advisory and is presently Director at
Sukanya Consulting.
Mr. Arun May 11, Mr. Arun Thiagarajan holds a Master’s degree 4 — 5 2
Thiagarajan 2015 in Engineering (Electrical) from Royal Institute
[DIN: of Technology, Stockholm. He also holds a
00292757] Master’s degree in Business Administration and
Information Systems from Uppsala University,
Sweden. He has also attended the Advanced
Management Program of the Harvard Business
School. He has previously served as the Part-
time Chairman of ING Vysya Bank Limited,
Managing Director of Asea Brown Boveri
Limited, Vice-Chairman of Wipro Limited and as
President of Hewlett-Packard India Private
Limited. Presently, he is on the Board of the
various companies.
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1. Total numbers of Directorships (Board Positions) exclude directorships in the Company, Foreign Companies, Private Companies,
Companies formed under Section 25 of the Companies Act, 1956, and Companies formed under Section 8 of the Act.
2. As per the provisions of Clause 49 of the Listing Agreement, the details of Committee Memberships / Chairmanships of the Audit
Committee and Stakeholders Relationship Committee alone, in other Indian Public Companies (Listed and Unlisted), are provided.
3. Mr. Bharat Patel and Ms. Sukanya Kripalu are considered to be “Independent Non-executive Directors”, as per the provisions of
Clause 49 (I)(A)(iii) of the Listing Agreement and presently, hence they are “not liable to be retire by rotation”. Hence, Mr. Sushil
Agarwal, Non-executive Director of the Company will retire by rotation in the ensuing Annual General Meeting of the Company.
Draft Resolutions for the appointment of Ms. Sukanya Kripalu and Mr. Arun Thiagarajan as “Independent Director” of the Company,
along with the Explanatory Statement as per the Section 102 of the Act, forms part of the Notice of the Eighth Annual General
Meeting of the Company.
4. Mr. P. Murari, an Independent Non-executive Director of the Company, ceased to be a Director of the Company with effect from
March 25, 2015.
5. Dr. Rakesh Jain, a Non-executive Director of the Company, ceased to be a Director of the Company with effect from December 15,
2014.
C. Performance Evaluation
Pursuant to the provisions of the Act and the Listing Agreement, the Nomination and
Remuneration Committee of the Company approved an Evaluation framework, which was
adopted by the Board of Directors. The framework provides for evaluation of the Board, the
Committees of the Board and individual Directors, including the Chairman of the Board, if any.
The Board has carried out the annual performance evaluation of its own performance, the
Directors individually as well as the evaluation of the working of its Audit, Nomination and
Remuneration, Stakeholders’ Relationship, Risk Management and Corporate Social Responsibility
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Committee of the Company. A structured questionnaire was prepared after taking into
consideration inputs received from the Directors, covering various aspects of the Board’s
functioning such as adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligations and governance. The Directors
expressed their satisfaction with the evaluation process.
E. Board Business
The normal business of the Board includes:
• To frame and oversee the progress of the Company’s annual plan and operating framework;
• To frame strategies for shaping of portfolio and direction of the Company and for corporate
resource allocation;
• To review financial plans of the Company including budgets;
• To review quarterly and annual business performance of the Company;
• To review the Annual Report and accounts for adoption by the Members;
• To review the progress of various functions and businesses of the Company;
• To review the functioning of the Board and its Committees;
• To review the functioning of the subsidiary companies, if any;
• To consider and approving declaration/ recommendation of dividend;
• To review and resolve fatal or serious accidents or dangerous occurrences, any materially
significant effluent or pollution problems or significant labour issues, if any;
• To review the details of significant development in human resources and industrial relations
front;
• To review details of foreign exchange exposure and steps taken by the management to limit
the risks of adverse exchange rate movement;
• To review compliance with all relevant legislations and regulations and litigation status,
including materially important show cause, demand, prosecution and penalty notices, if any;
• To review reports prepared by the Statutory Auditor/ Internal Auditor/ Secretarial Auditor and
take actions as may be deemed fit;
• To advise on corporate restructuring such as merger, acquisition, joint venture or disposals,
if any;
• To appoint Directors on the Board and Management Committee;
• To review Corporate Social Responsibility activities of the Company;
• To review details of risk evaluation and internal controls;
• To review reports on progress made on the ongoing projects;
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G. Board Support
The Managing Director and Company Secretary of the Company, in consultation with other
concerned members of the senior management, finalise the agenda for Board meetings. The
Company Secretary is responsible for collation, review and distribution of all papers submitted
to the Board and Committees thereof for consideration. The Company Secretary attends all the
meetings of the Board and its Committees, advises/ assures the Board on Compliance and
Governance principles and ensures appropriate recording of minutes of the meetings.
Notes:
1. Upto March 25, 2015.
2. W.e.f. October 13, 2014
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Mr. Bharat Patel Mr. Bharat Patel Mr. Bharat Patel Mr. Bharat Patel Mr. Bharat Patel
(Chairperson) (Chairperson) (Independent (Independent (Chairperson)
(Independent (Independent Director) Director) (Independent
Director) Director) Director)
Ms. Sukanya Ms. Sukanya Ms. Sukanya Mr. Sushil Mr. Sushil
Kripalu Kripalu Kripalu Agarwal Agarwal
(Independent (Independent (Independent (Non-executive (Non-executive
Director) Director) Director) Director) Director)
Mr. Arun Mr. Sushil Mr. Sushil Mr. Pranab Mr. Pranab
Thiagarajan Agarwal Agarwal Barua Barua
(Independent (Non-executive (Non-executive (Managing (Managing
Director) Director) Director) Director) Director)
Ms. Geetika Anand is the Secretary of all Board Committees constituted under the Act.
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A. Audit Committee
The Company has a qualified and Independent Audit Committee and its composition is in line
with the applicable provisions of Section 177 of the Act and Clause 49(III)(A) of the Listing
Agreement.
(i) Composition of the Audit Committee:
The Audit Committee comprises of 4 Non-executive Directors as its members, with requisite
financial, legal and management expertise, out of which 3 are Independent Non-executive
Directors.
Composition of the Audit Committee is follows:
Name of the Member Status Category
Mr. Bharat Patel Chairperson Independent, Non-executive Director
(1)
Ms. Sukanya Kripalu Member Independent, Non-executive Director
(2)
Mr. Arun Thiagarajan Member Independent, Non-executive Director
Mr. Sushil Agarwal Member Non-executive Director
Notes:
1. w.e.f. October 28, 2014
2. w.e.f. May 11, 2015
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$ Ms. Sukanya Kripalu was co-opted as a member of Audit Committee w.e.f. October 28, 2014.
The Chairperson of the Audit Committee, Mr. Bharat Patel, was present at the last Annual General
Meeting of the Company, which was held on August 27, 2014. Ms. Geetika Anand, Company
Secretary and Compliance Officer of the Company, acts as the Secretary to the Committee.
Mr. Pranab Barua, Managing Director of the Company, is a Permanent Invitee at all meetings of
the Committee. Also, Chief Executive Officer, Chief Financial Officer, Statutory Auditors, Internal
Auditor, Company Secretary and such other officers of the Company, attend the meetings of
the Committee, for providing such information as may be necessary alongwith the Statutory
Auditor(s) and representative(s) of Internal Auditor.
Minutes of all the meetings of the Audit Committee are circulated to all the members of the
Board and are also placed in the next scheduled meeting of the Board, for discussion and
review thereof.
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Date of Meeting Mr. P. Mr. Bharat Mr. Sushil Ms. Sukanya Mr. Pranab
Murari @ Patel Agarwal Kripalu$ Barua
Chairperson Member Member Member
February 5, 2015 No Yes Yes Yes Yes
@ Mr. P. Murari was appointed as the member of the NRC of the Board of Directors at its meeting held on July 31, 2014, but he
ceased to be a Director of the Company with effect from March 25, 2015.
$ Ms. Sukanya Kripalu was co-opted to be a member of Nomination and Remuneration Committee w.e.f. October 28, 2014.
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The Performance Review System is primarily based on competencies and values. The
Company closely monitors growth and development of top talent in the Company to align
personal aspirations with the organisational purpose.
(vi) Pantaloons Employee Stock Options Scheme-2013 (“Scheme”)
In accordance with the then applicable Securities and Exchange Board of India (Employees
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999
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(“SEBI Guidelines”), ESOP Compensation Committee of the Board (now NRC), has granted
8,18,696 Stock Options (“Options”), 2,54,849 Restricted Stock Units (“RSUs”), to the eligible
employees of the Company.
Each Option and RSU is convertible into one equity share of the Company, upon exercise.
The exercise price of the Options and RSUs, have been determined in accordance with
the SEBI Guidelines which were applicable at the time of grant.
Details of the Options and RSUs granted to Directors are as under:
Name of the Director No of No of Vesting Vesting Exercise
Options RSUs Date for Date for Period
granted granted Options (%) RSUs (%)
Mr. Pranab Barua 4,78,045 1,09,091 October 25, 2014 October 25, October 25,
(25%) 2016 (100%) 2014
October 25, 2015 October 25,
(25%) 2015
October 25, 2016 October 25,
(25%) 2016
October 25, 2017 October 25,
(25%) 2017
During the year, nor Options or RSUs have been vested in Mr. Barua and consequently
none has been exercised.
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Ms. Geetika Anand, Company Secretary and Compliance Officer of the Company, acts as the
Secretary to the Committee and is also responsible for redressal of Shareholder Grievances.
(iii) Brief Description of Terms of Reference:
The scope and functions of the SRC is as follows:
• To consider and resolve redressal of shareholders and investors of the Company in
respect of matters relating to transfer and transmission of shares, Non-receipt of
Dividend/ Annual Report, delays in transfer of shares and Dematerialisation/
re-materialisation of shares etc.;
• To evaluate the performance of the Registrar & Transfer Agent of the Company;
• To review and approve the allotment of shares, approval of transfer or transmission of
equity shares, debentures or any other securities;
• To issue of duplicate certificates and new certificates on split/consolidation/renewal,
etc.;
• To provide guidance and recommendations for providing Shareholder friendly services;
and
• To carry out any other function as may be required as per the provisions of the Act,
applicable SEBI regulations and Listing Agreement, as amended from time to time.
(iv) Number of shareholders’ complaints received during the year
During the year, the Company received, total of 23 Investor complaints. All these complaints
were redressed and there is no Investor Complaint pending as on March 31, 2015.
Complaints received during the FY 2014-15
Sr.
Nature of Complaints Received Cleared
No.
1 Non-Receipt of Share Certificate - Transfers 6 6
2 Non-Receipt of Dividend/ Interest/ Redemption 7 7
Warrant
3 Non-Receipt of Fractional Entitlement 1 1
4 Non-Receipt of Annual Report 4 4
5 Others 5 5
Total 23 23
All the complaints received during the year were solved to the satisfaction of the respective
Shareholders.
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Date of Meeting Mr. Bharat Patel Mr. Sushil Agarwal Mr. Pranab Barua
Member Member Member
February 5, 2015 Yes Yes Yes
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The Board at its meeting held on November 4, 2014, constituted a Risk Management Committee
(“RMC”) to assist the Board with regard to the identification, evaluation and mitigation of
operational, strategic and external risks and for monitoring and reviewing of the risk management
plan of the Company and to look after such other functions as may be delegated to it by the
Board, from time to time.
During the year under review, the RMC met once on February 5, 2015.
The Committee evaluates significant risk exposures of the Company and assess
management’s actions to mitigate the exposures in a timely manner (including one-off
initiatives, and ongoing activities such as business continuity planning and disaster recovery
planning & testing) and also ensure that the Company is taking appropriate measures
to achieve prudent balance between risk and reward in both ongoing and new business
activities.
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2012-13 AGM Swatantryaveer Savarkar August 23, 3.00 p.m. • Introduction of the “Pantaloons Employee
Rashtriya Smarak, 252, 2013 Stock Option Scheme-2013” for the eligible
Employees of the Company. [under Section
Veer Savarkar Marg,
81(1A) of the Companies Act, 1956]
Shivaji Park, Dadar (West), • Introduction of the “Pantaloons Employee
Mumbai - 400 028. Stock Option Scheme 2013” for the eligible
Employees of the holding and/or subsidiary
companies of the Company [under Section
81(1A) of the Companies Act, 1956]
2013-14 AGM F.P.H.’s Garware Sabhagriha, August 27, 3.00 p.m. • Appointment of Mr. Pranab Barua as the
Managing Director [under Sections 196,
F.P.H. Building, 2014 197, 203 of the Companies Act, 2013 and
Lala Lajpatrai Marg, Haji Ali, Schedule V of the Companies Act, 2013]
Mumbai - 400 034. • Increase in Authorised Share Capital of the
Company and consequent alteration of
Memorandum of Association (“MOA”) to
such extent [under Sections 13 and 61 of
the Companies Act, 2013]
• Further Issue of Securities [under Section
62(1)(c) of the Companies Act, 2013 and
as per the provisions of the regulations of
Securities and Exchange Board of India]
• Approval of Borrowing Limits of the
Company [under Section 180(1)(c) of the
Companies Act, 2013, and as per the
provisions of the regulations of Securities
and Exchange Board of India]; and
• Adoption of new Articles of Association of
the Company containing regulations in
conformity with the Companies Act, 2013;
[under Section 14 of the Companies Act,
2013 read with Companies (Incorporation)
Rules, 2014 and as per the provisions of
the regulations of Securities and Exchange
Board of India].
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During the year, Special Resolution for authorising issuance of Non-Convertible Debentures for an
amount of upto ` 1,000 Crore, on private placement basis as per the applicable provisions of the
Act and Rules made thereunder was passed through Postal Ballot. The Company successfully
completed the process of obtaining approval of its shareholders for the aforesaid special resolutions
vide postal ballot.
Mr. Dilip Bharadiya, Practising Company Secretary, was appointed as Scrutiniser to scrutinise the
physical Postal Ballots and E-voting results of the postal ballot.
C. Details of Voting Pattern:
The details of Results of the Postal Ballot and E-voting as per the details furnished by the Scrutiniser
are as follows:
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tapping of operational synergies on various fronts, such as sourcing, real estate and technology
platforms.
The Composite Scheme is subject to the necessary statutory and regulatory approvals, including
approvals of the appropriate authorities including High Court(s), Stock Exchange(s), SEBI and
respective shareholders & lenders and/or creditors of each of the companies involved in the Composite
Scheme. Pursuant to circular number CIR/CFD/DIL/5/2013 dated February 4, 2013, read with circular
number CIR/CFD/DIL/8/2013, dated May 21, 2013, both issued by the Securities and Exchange
Board of India, the approval of the Public Shareholders is to be availed through postal ballot for
approving the aforesaid Scheme of Arrangement.
None of the businesses proposed to be transacted in the ensuing Annual General Meeting require
the passing of a Special Resolution by way of postal ballot.
4. DISCLOSURES
i. Details of materially significant related party transactions that may have potential conflict with
the interests of the Company at large
All the related party transactions are strictly done on arm’s length basis. The Company places
all the relevant details relating to related party transactions before the Audit Committee and the
Board, periodically. Particulars of the related party transactions are listed out in Note 30 of the
Balance Sheet forming part of this Annual Report.
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ii. Details of non-compliance by the Company, penalties and strictures imposed on the Company
by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets,
during the last three years
The Company has, complied with all requirements of the Listing Agreement(s), entered with
BSE and NSE, as well as regulations and guidelines of SEBI. Consequently, no penalties or
strictures are imposed by SEBI or the Stock Exchanges or any statutory authority for non-
compliance of any matter related to the Capital markets.
iii. Whistle Blower policy and affirmation that no personnel have been denied access to the audit
committee
The Company has framed a Vigil/ Whistle Blower mechanism which provides direct access to
the Management and the Audit Committee of the Company to all stakeholders to report concerns
about unethical behaviour, actual or suspected fraud or violation of the Company’s code of
conduct or ethics policy.
Also, the Company has adopted “Policy for Prevention of Sexual Harassment at Workplace”
and “Anti-fraud Policy” which specifically guarantee the right to “blow a whistle”.
Without prejudice to and in addition to the same, the Company has established a policy for
employees to report to the management concerns about unethical behaviours, actual or
suspected fraud or violation of the Company’s Code of Conduct or ethics.
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e. Forex Policy
The Company has adopted Forex Policy [also called as Forex Risk Management Manual]
to protect cash flows and shareholder value by reducing the adverse effect of currency
rate fluctuations on the Company’s profitability, business plans and sustainability of
operations.
f. Code of Conduct for Trading in Securities listed or proposed to be listed of the Company
and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information
The aforesaid Code of Conduct is in line with SEBI (Prohibition of Insider Trading)
Regulations, 2015. These codes are framed to be observed by all the Connected Persons
of the Company, pursuant to the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015.
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Management Committee is duly constituted in compliance with the Listing Agreement and
other applicable laws. The Company has also developed comprehensive risk management
policy and pursuant to the same, the Audit Committee assesses and reviews the Business
Risks, on periodical basis, with a view to minimize the same and the Board is informed about
the status of the same, from time to time. The Committee reviews the risk management process
and implementation of risk mitigation plans. This process is improved year after year.
viii. Proceeds from Public Issues, Right Issues, Preferential Issues etc.
The Company discloses to the Audit Committee, the uses/applications of proceeds/funds raised
from rights issue, preferential issue, etc., as part of quarterly review of the financial results.
The Company has not raised any proceeds from public issue, rights issue, preferential issues,
etc., and there are no unutilised issue proceeds during the year under review.
ix. Management
The Management Discussion and Analysis Report, is prepared in accordance with the
requirements laid out in Clause 49 of the Listing Agreement and forms part of the Directors’
Report.
No material transaction has been entered into by the Company with the Promoters, Directors
or the Management, or relatives, etc., that may have a potential conflict with interests of the
Company.
x. Shareholders
According to the Articles of Association, one-third of the Directors retire by rotation and, if
eligible, seek re-appointment at the Annual General Meeting of shareholders. Accordingly,
Mr. Sushil Agarwal will retire in the ensuing Annual General Meeting. The Board has
recommended the re-appointment of all the retiring Director i.e. Mr. Sushil Agarwal. Also, the
Board has recommended the appointment of Ms. Sukanya Kripalu and Mr. Arun Thiagarajan
as Independent Directors. The detailed profiles of all these Directors are provided in the Notice
convening the Eighth Annual General Meeting.
5. MEANS OF COMMUNICATION
For easy reference of the Shareholders, the quarterly results, along with the Limited Review/ Audit
Report, are hosted on our website (www.pantaloons.com). The Company also sends quarterly
results and press-release by e-mail (wherever available) to shareholders on the same day of
announcement of results. Moreover, the quarterly/ annual results are generally published in The
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Business Standard and Navshakti Newspaper (a regional daily newspaper published from Mumbai),
within the stipulated timelines. The hard and soft copies are also sent to the concerned Stock
Exchanges simultaneously so as to enable them to display the results on their notice board/ website.
The presentation made to the institutional investors or to the analysts has been uploaded on the
Website of the Company at this link:
http://pantaloons.com/pdf/investors/announcement/PFRL-Investor-Presentation.pdf
7. SUBSIDIARY COMPANIES
The Company does not have any subsidiary as on March 31, 2015 and as on date.
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1. We have reviewed the Financial Results of Pantaloons Fashion & Retail Limited for the year ended
March 31, 2015, and to the best of our knowledge and belief:
I. These statements do not contain any materially untrue statement or omit any material fact or
contain statement that might be misleading.
II. These statements together present a true and fair view of the Company’s affairs and are in
compliance with the existing accounting standards, applicable laws and regulations.
2. To the best of our knowledge and belief, no transactions entered into by the Company during the
year ended March 31, 2015, which are fraudulent, illegal or violative of the Company’s Code of
Conduct.
3. We accept responsibility for establishing and maintaining internal controls for financial reporting
and we have evaluated the effectiveness of the internal control systems of the Company pertaining
to financial reporting. We have disclosed to the Auditors and the Audit Committee, deficiencies in
the design or operation of internal controls, if any, of which we are aware and the steps we have
taken or proposed to be taken to rectify the deficiencies.
I. Significant changes in the Company’s internal control over financial reporting during the year;
III. Instances of significant fraud of which we have become aware and involvement therein, if any,
of the management or other employees having a significant role in the Company’s internal
control systems over financial reporting.
DECLARATION
As provided under Clause 49 of the Listing Agreement with the Stock Exchange(s), I hereby declare that
all the Board of Directors and Senior Management personnel of the Company have affirmed the
Compliance with the Code of Conduct for the year ended March 31, 2015.
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In terms of the provisions of the Equity Listing Agreement and more particularly pursuant to the disclosures
required to be made as per Annexure XII (9) of Clause 49 of Equity Listing Agreement (‘Listing Agreement’),
the General Information of the Company for reference of the Shareholders is as under:
b. For the quarter ending June 30, 2015 : End July/ August 2015
c. For the half-year ending September 30, 2015 : End October/ November 2015
d. For the quarter ending December 31, 2015 : End January/ February 2016
e. For the quarter ending March 31, 2016 : End April/ May 2016
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BSE NSE
Month - Year
High Low Close High Low Close
April - 2014 144.65 81.50 122.80 144.90 81.50 122.65
May - 2014 140.15 116.20 123.10 139.30 116.00 121.70
June - 2014 132.00 112.55 122.40 131.90 113.30 124.10
July - 2014 135.00 109.00 125.90 132.80 113.20 125.35
August - 2014 132.00 108.00 113.45 131.25 108.05 114.60
September - 2014 135.90 111.00 129.10 136.70 111.05 128.90
October - 2014 133.00 115.25 124.00 139.25 114.00 123.55
November - 2014 127.50 114.00 115.40 128.00 112.70 116.40
December - 2014 125.00 100.35 119.45 129.00 102.20 120.15
January - 2015 129.85 116.90 123.00 127.95 115.10 122.50
February - 2015 131.00 111.10 116.80 132.90 112.00 113.40
March - 2015 123.60 110.90 113.50 122.90 111.25 115.00
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(xvii) Outstanding GDRs/ ADRs/ Warrants or any Convertible Instruments, Conversion Date and
likely impact on Equity:
There are no outstanding GDRs/ ADRs/ Warrants or any Convertible Instruments, pending for
conversion as on March 31, 2015.
(xviii)Store Locations:
Please refer Page No. 104 for the list of Pantaloons Stores Locations.
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As stipulated under the provisions of Securities and Exchange Board of India (Depositories and
Participants) Regulations, 1996 (“SEBI Regulations”), M/s. Dilip Bharadiya & Associates, Company
Secretaries, have been appointed to issue a Report on Reconciliation of Share Capital Audit for
the Company i.e. for reconciling the total admitted capital with NSDL & CDSL and the total
issued and listed capital. A report based on the findings thereon is submitted to Stock
Exchange(s), NSDL and CDSL and also placed before the Board of Directors at the end of each
quarter.
(xxi) Investor Service and Grievance Handling Mechanism:
All investor service matters are being handled by the Registrar and Share Transfer Agent, Link
InTime India Pvt. Ltd., which has multiple number of Investor Service Centres across the country
enabling them to discharge the investor service functions effectively, efficiently and expeditiously.
Company has an established mechanism for investor service and grievance handling, with RTA
of the Company and the Compliance Officer of the Company for this purpose, being the
important functional nodes.
Complaints received during the FY 2014-15
Sr.
Nature of Complaints Received Cleared
No.
1 Non Receipt of Share Certificate - Transfers 6 6
2 Non Receipt of Dividend/ Interest/ Redemption Warrant 7 7
3 Non Receipt of Fractional Entitlement 1 1
4 Non Receipt of Annual Report 4 4
5 Others 5 5
Total 23 23
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bought any securities, he must ensure that the securities are transferred to his demat
account before the book closure/ record date.
j. Opt for Corporate Benefits in Electronic Form
In case of non cash corporate benefits like split of shares/ bonus shares, the holders of
shares in physical form must opt to get the shares in electronic form by providing the
details of demat account to the RTA.
k. Register for SMS Alert Facility
Investors should register their mobile numbers with DPs for SMS alert facility. NSDL and
CDSL proactively inform the investors of transaction in the demat account by sending
SMS. Investors will be informed about debits and credits to their demat account without
having to call-up their DP and investors need not wait for receiving Transaction Statements
from DP to know about the debits and credits.
l. Register E-mail Address
To support the ‘Green Initiative’ in the Corporate Governance taken by the Ministry of
Corporate Affairs, to contribute towards greener environment and to receive all documents,
notices, including Annual Reports and other communications of the Company, investors
should register their e-mail addresses with Link InTime, if shares are held in physical
mode, or with their DP, if the holding is in electronic mode.
m. Exercise Caution
There is likelihood of fraudulent transfers in case of folios with no movement or where the
shareholder has either expired or is not residing at the address registered with the Company.
The Company/ DP should be updated on any change of address or contact details.
Similarly, information of death of shareholder should also be communicated.
n. Mode of Postage
Share certificates and high value dividend/ interest warrants/ cheques/ demand drafts
should not be sent by ordinary post. It is recommended that investors should send such
instruments by registered post or courier.
o. Intimate Mobile Number
Intimate your mobile number and changes therein, if any, to Link InTime, if shares are held
in physical mode or to your DP, if the holding is in electronic mode, to receive
communications on corporate actions and other information of the Company.
(xxiii) Feedback:
Shareholders are requested to give us their valuable suggestions for improvement of our
Investor Services to us or our RTA, by writing us at the address provided hereinabove.
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Financial Statements
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Auditor’s Responsibility
Our responsibility is to express an opinion on these Financial Statements based on our audit. We have
taken into account the provisions of the Act, the accounting and auditing standards and matters which
are required to be included in the audit report under the provisions of the Act and the Rules made
thereunder. We conducted our audit in accordance with the Standards on Auditing issued by the Institute
of Chartered Accountants of India, as specified under Section 143(10) of the Act. 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 judgment, 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 financial control relevant to the
Company’s preparation of the Financial Statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion
on whether the Company has in place an adequate internal financial controls system over financial
reporting and the effectiveness of such controls. 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 on the
Financial Statements.
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, of the
state of affairs of the Company as at March 31, 2015, its loss and its cash flows for the year ended on that
date.
Our opinion is not qualified in respect of this matter.
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Place: Mumbai
Date : 13 May 2015
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Annexure 1 referred to in paragraph 1 under the heading “Report on Other Legal and Regulatory
Requirements” of our report of even date.
(i)(a) The Company has maintained proper records showing full particulars, including quantitative
details and situation of fixed assets.
(i)(b) All fixed assets have not been physically verified by the management during the year but there
is a regular programme of verification which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. No material discrepancies were noticed on
such verification.
(ii)(a) The management has conducted physical verification of inventory at reasonable intervals during
the year.
(ii)(b) The procedures of physical verification of inventory followed by the management are reasonable
and adequate in relation to the size of the Company and the nature of its business.
(ii)(c) The Company is maintaining proper records of inventory. Discrepancies noted on physical
verification of inventories were not material and have been properly dealt with in the books of
account.
(iii)(a) According to the information and explanations given to us, the Company has not granted any
loans, secured or unsecured to companies, firms or other parties covered in the register maintained
under Section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a)
and (b) of the Order are not applicable to the Company and hence not commented upon.
(iv) In our opinion and according to the information and explanations given to us, there is an adequate
internal control system commensurate with the size of the Company and the nature of its business,
for the purchase of inventory and fixed assets and for the sale of goods and services. During the
course of our audit, we have not observed any major weakness or continuing failure to correct
any major weakness in the internal control system of the company in respect of these areas.
(v) The Company has not accepted any deposits from the public.
(vi) To the best of our knowledge and as explained, the Central Government has not specified the
maintenance of cost records under clause 148(1) of the Companies Act, 2013, for the products/
services of the Company.
(vii)(a) Undisputed statutory dues including provident fund, investor education and protection fund,
employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, value
added tax,cess and other material statutory dues have generally been regularly deposited with
the appropriate authorities though there have been slight delays in few cases.The provisions
relating to excise duty are not applicable to the Company.
(vii)(b) According to the information and explanations given to us, no undisputed amounts payable in
respect of provident fund, employees’ state insurance, income-tax, wealth-tax, service tax, sales-
tax, value added tax, customs duty, cess and other material statutory dues were outstanding, at
the year end, for a period of more than six months from the date they became payable.
(vii)( c) According to the information and explanations given to us there are no dues of income tax, sales
tax, wealth tax, service tax, custom duty, excise duty, value added tax and cess which have not
been deposited on account of any dispute.
(vii)(d) There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company in accordance with the relevant provisions of the Companies
Act, 1956 (1 of 1956) and rules made thereunder.
(viii) The Company’s accumulated losses at the end of the financial year are more than fifty percent of
its net worth. The Company has incurred cash loss during the year and in the immediately
preceding financial year.
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(ix) Based on our audit procedures and as per the information and explanations given by the
management, we are of the opinion that the Company has not defaulted in repayment of dues to
a financial institution, bank or debenture holders.
(x) According to the information and explanations given to us the Company has not given any
guarantee for loans taken by others from bank or financial institution.
(xi) Based on the information and explanations given to us by the management, term loans were
applied for the purpose for which the loans were obtained.
(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair 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 year.
Place: Mumbai
Date : 13 May 2015
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PANTALOONS FASHION & RETAIL LIMITED (formerly known as Peter England Fashions and Retail Ltd.)
BALANCE SHEET AS AT 31ST MARCH, 2015
Rs. in Lakhs
As at As at
Notes 31st March, 2015 31st March, 2014
EQUITY AND LIABILITIES
A. Shareholders’ Funds
Share Capital 2 9,330 9,330
Reserves and Surplus 3 25,227 48,617
Sub-Total - (A) 34,557 57,947
B. Non-Current Liabilities
Long-term Borrowings 4A 93,750 101,500
Other Long-term Liabilities 5A 5,411 4,279
Long-term Provisions 7A 656 568
Sub-Total - (B) 99,817 106,347
C. Current Liabilities
Short-term Borrowings 4B 29,813 46
Trade Payables 6 31,140 37,558
Other Current Liabilities 5B 16,994 12,455
Short-term Provisions 7B 1,564 970
Sub-Total - (C) 79,511 51,029
As per our report of even date For and on behalf of the Board of Directors of
Pantaloons Fashion & Retail Limited (formerly known as Peter England Fashions and Retail Ltd.)
For S R B C & Co. LLP
ICAI Firm Registration No. 324982E
Pranab Barua Sushil Agarwal Bharat Patel Sukanya Kripalu
Chartered Accountants (Managing Director) (Director) (Director) (Director)
per Vijay Maniar
Partner
Membership No. 36738 Shital Mehta S. Visvanathan Geetika Anand
(Chief Executive Officer) (Chief Financial Officer) (Company Secretary)
Place: Mumbai Place: Mumbai
Date: 13th May, 2015 Date: 13th May, 2015
74
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PANTALOONS FASHION & RETAIL LIMITED (formerly known as Peter England Fashions and Retail Ltd.)
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015
Rs. in Lakhs
Year Ended Year Ended
Notes 31st March, 2015 31st March, 2014
INCOME
Revenue from Operations 15 185,073 166,121
Other Income 16 278 513
Total Revenue 185,351 166,634
EXPENSES
Purchase of Traded Goods 17 106,482 98,976
(Increase)/Decrease in Inventory of Traded Goods 18 (6,442) (3,750)
Employee Benefit Expense 19 18,369 14,971
Other Expenses 20 59,394 52,585
Total Expenses 177,803 162,782
Profit Before Depreciation/Amortisation,
Interest and Tax (PBDIT) 7,548 3,852
Depreciation and Amortisation Expenses 21 18,345 10,900
Finance Cost 22 12,017 11,725
(Loss)/Profit Before Tax (22,814) (18,773)
Tax Expenses
- Current Tax - -
- Deferred Tax - -
(Loss)/Profit for the Year (22,814) (18,773)
Earnings Per Equity Share [Nominal Value of
Share Rs. 10 (31st March, 2014: Rs. 10)]
Basic in Rs. Per Share (24.59) (20.24)
Diluted in Rs. Per Share 23 (24.59) (20.24)
(Face Value of Rs. 10/- each)
Summary of Significant Accounting Policies 2.1
The accompanying Notes are an integral part of the Financial Statements.
As per our report of even date For and on behalf of the Board of Directors of
Pantaloons Fashion & Retail Limited (formerly known as Peter England Fashions and Retail Ltd.)
For S R B C & Co. LLP
ICAI Firm Registration No. 324982E
Pranab Barua Sushil Agarwal Bharat Patel Sukanya Kripalu
Chartered Accountants (Managing Director) (Director) (Director) (Director)
per Vijay Maniar
Partner
Membership No. 36738 Shital Mehta S. Visvanathan Geetika Anand
(Chief Executive Officer) (Chief Financial Officer) (Company Secretary)
Place: Mumbai Place: Mumbai
Date: 13th May, 2015 Date: 13th May, 2015
75
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PANTALOONS FASHION & RETAIL LIMITED (formerly known as Peter England Fashions and Retail Ltd.)
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 Rs. in Lakhs
Year Ended Year Ended
31st March, 2015 31st March, 2014
A. Cash flow from Operating Activities (Loss)/Profit Before Tax (22,814) (18,773)
Adjustment to Reconcile Profit Before Tax to Net Cash Flows:
Depreciation/Amortisation 18,345 10,900
Finance Costs 12,017 11,725
(Profit)/Loss on Fixed Assets Sold/Discarded 59 89
Capital Issue Expenses Adjusted to Reserves - (265)
Employee Stock Option 67 33
Net (Gain)/Loss on Sale of Investments (152) (282)
Interest Income (4) (196)
Operating Profit Before Working Capital Changes 7,518 3,231
Movements in Working Capital :
Increase/(Decrease) in Trade Payables (6,418) 5,928
Increase/(Decrease) in Provisions 682 1,028
Increase/(Decrease) in Other Liabilities 1,563 4,008
Decrease/(Increase) in Trade Receivables 1,353 (1,604)
Decrease/(Increase) in Inventories (6,898) (3,348)
Decrease/(Increase) in Loans and Advances (1,209) (1,596)
Decrease/(Increase) in Other Assets (34) (341)
Cash Generated from/(used in) Operations (3,443) 7,306
Direct Taxes Paid (152) (293)
Net Cash Flow from/(used in) Operating Activities (A) (3,595) 7,013
B. Cash Flow from Investing Activities
Purchase of Tangible Fixed Assets including CWIP
and Capital Advances (10,611) (9,501)
Purchase of Intangible Assets (1,019) (2,246)
Proceeds from Sale of Fixed Assets - -
Proceeds from Sale/Maturity of Current Investments 67,428 80,000
Interest Received 4 196
Net (Gain)/Loss on Sale of Investments 152 282
Purchase of Current Investments (66,828) (599)
Net Cash Flow from/(used in) Investing Activities (B) (10,875) 68,132
C. Cash Flow from Financing Activities
Proceeds from Long-term Borrowings - 105,000
Repayment of Long-term Borrowings (3,750) -
Repayment of Short-term Borrowings (52,233) (99,835)
Proceeds of Short-term Borrowings 82,000 -
Repayment of Long-term Borrowings - (73,188)
Dividend Paid on Preference Shares - -
Tax on Preference Dividend Paid - -
Finance Costs Paid (11,909) (8,565)
Net Cash Flow from/(used in) in Financing Activities (C) 14,108 (76,588)
Net Increase/(Decrease) in Cash and Cash
Equivalents (A + B + C) (362) (1,443)
Cash and Cash Equivalents at the beginning of the year 1,082 2,525
Cash and Cash Equivalents at the end of the year 720 1,082
Components of Cash and Cash Equivalents
Cash on Hand 391 788
Balance with Credit Card Company 174 230
With Banks - on Current Account 155 64
Total Cash and Cash Equivalents (Note 14) 720 1,082
Summary of Significant Accounting Policies 2.1
As per our report of even date For and on behalf of the Board of Directors of
Pantaloons Fashion & Retail Limited (formerly known as Peter England Fashions and Retail Ltd.)
For S R B C & Co. LLP
ICAI Firm Registration No. 324982E
Pranab Barua Sushil Agarwal Bharat Patel Sukanya Kripalu
Chartered Accountants (Managing Director) (Director) (Director) (Director)
per Vijay Maniar
Partner
Membership No. 36738 Shital Mehta S. Visvanathan Geetika Anand
(Chief Executive Officer) (Chief Financial Officer) (Company Secretary)
Place: Mumbai Place: Mumbai
Date: 13th May, 2015 Date: 13th May, 2015
76
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1. CORPORATE INFORMATION
Pantaloons Fashion & Retail Limited (Formerly Peter England Fashions and Retail Limited) (the ‘Company’) is a
public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956.
In the year ended 31st March, 2013, pursuant to a scheme of arrangement as sanctioned by the Honourable
High Court of Bombay, vide order dated 1st March, 2013, the ‘Pantaloon format’ of Pantaloon Retail (India)
Limited (the ‘Demerged Undertaking’) has been vested into the Company with effect from 1st July, 2012 (the
‘Appointed Date’). Pursuant to this scheme, the name of the Company has changed from Peter England
Fashions and Retail Limited to Pantaloons Fashion & Retail Limited.
The Company operates a national chain of “Pantaloons” stores of apparels and fashion accessories.
2. BASIS OF PREPARATION
The financial statements of the Company have been prepared in accordance with generally accepted accounting
principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all
material respects with the accounting standards notified under Section 133 of the Companies Act, 2013, read
together with paragraph 7 of the Companies (Accounts) Rules, 2014. The financial statements have been
prepared on an accrual basis and under the historical cost convention.
The accounting policies adopted in the preparation of financial statements are consistent with those of previous
year, except for the change in accounting policy explained below.
All assets and liabilities have been classified as current or non-current as per the Company’s normal operating
cycle. Based on the nature of products and the time between the acquisition of assets for sale and their
realization in cash and cash equivalents, the Company has ascertained its operating cycle as upto twelve
months for the purpose of current and non-current classification of assets and liabilities.
2.1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Change in Accounting Policy
i) Depreciation on Fixed Assets
Till the year ended 31st March, 2014, Schedule XIV to the Companies Act, 1956, prescribed requirements
concerning depreciation of fixed assets. From the current year, Schedule XIV has been replaced by Schedule
II to the Companies Act, 2013. The applicability of Schedule II has resulted in the following changes related to
depreciation of fixed assets. Unless stated otherwise, the impact mentioned for the current year is likely to hold
good for future years also.
Useful Lives/Depreciation Rates
Till the year ended 31st March, 2014, depreciation rates prescribed under Schedule XIV were treated as
minimum rates and the Company was not allowed to charge depreciation at lower rates even if such lower
rates were justified by the estimated useful life of the asset. Schedule II to the Companies Act, 2013, prescribes
useful lives for fixed assets which, in many cases, are different from lives prescribed under the erstwhile
Schedule XIV. However, Schedule II allows companies to use higher/lower useful lives and residual values if
such useful lives and residual values can be technically supported and justification for difference is disclosed
in the financial statements.
Considering the applicability of Schedule II, the management has re-estimated useful lives and residual values
of all its fixed assets and have aligned the same with Schedule II, though the rates in few cases are different
from lives prescribed under Schedule II.
Had the Company continued to use the earlier policy of depreciating fixed assets, the loss for the current year
would have been lower by Rs. 1,226 lakh, retained earnings at the beginning of the current period would have
been higher by Rs. 643 lakh and the fixed assets would correspondingly have been higher by Rs. 1,869 lakh.
ii) Employee Stock Compensation Cost
Till 27th October, 2014, the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999, dealt with the grant of share-based payments to employees. Among other matters, these
guidelines prescribed accounting for grant of share-based payments to employees. Hence, the Company,
being a listed entity, was required to comply with these Guidelines as well as the Guidance Note on Accounting
for Employee Share-based Payments with regard to accounting for employee share-based payments. Particularly,
in case of conflict between the two requirements, the SEBI guidelines were prevailing over the ICAI Guidance
Note. For example, in case of equity settled option expiring unexercised after vesting, the SEBI guidelines
required expense to be reversed through the Statement of Profit and Loss whereas the reversal of expense
through the Statement of Profit and Loss is prohibited under the ICAI Guidance Note. In these cases, the
Company was previously complying with the requirement of SEBI guidelines.
From 28th October 2014, the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999, have been replaced by the SEBI (Share-based Employee Benefits) Regulations, 2014. The new
regulations don’t contain any specific accounting treatment; rather, they require ICAI Guidance Note to be followed.
Consequent to the application of the new regulations, the Company has changed its accounting for equity settled
option expiring unexercised after vesting in line with accounting prescribed in the Guidance Note, i.e., expense is
not reversed through the Statement of Profit and Loss. The management has decided to apply the revised
Accounting Policy prospectively from the date of notification of new regulation, i.e., 28th October, 2014.
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Since there are no equity settled options expiring unexercised after 28th October, 2014, the change in Accounting
Policy did not have any impact on Financial Statements of the Company for the current year.
(I) USE OF ESTIMATES
The preparation of financial statements in conformity with Indian GAAP 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 the outcomes requiring a material adjustment to the carrying
amounts of assets or liabilities in future periods.
(II) TANGIBLE FIXED ASSETS
Tangible Fixed Assets are stated at cost, net of accumulated depreciation and accumulated impairment losses,
if any. Cost comprises the purchase price and directly attributable cost of bringing the asset to its working
condition for its intended use. Any trade discounts or rebates are deducted in arriving at the purchase price.
(III) DEPRECIATION ON TANGIBLE FIXED ASSETS
Leasehold improvement is amortised on a straight-line basis over the period of lease, i.e., 3 to 25 years.
Depreciation on fixed assets is calculated on a straight-line basis using the rates arrived at based on the useful
lives estimated by the management which is in line with Schedule II useful life except for vehicles for which the
management has estimated the useful life of 5 years, which is lower than those indicated in Schedule II.
Items of value less than Rs. 5,000 are depreciated in full in the period of purchase/acquisition.
Depreciation on the fixed assets added/disposed off/discarded during the year is provided on pro-rata basis
with reference to the month of addition/disposal/discarding.
(IV) INTANGIBLE ASSETS
Intangible Assets are stated at acquisition cost, net of accumulated amortisation and accumulated impairment
losses, if any. Intangible assets are amortised on a straight-line basis over their estimated useful lives.
A summary of amortisation policies applied to the Company’s intangible assets is as below:
Block of Assets Rates
Computer Software 33.33% - 3 years
Goodwill arising on acquisition of business division Not being amortised (Tested for Impairment)
through demerger
Brand Name 10% - 10 years
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For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted-average number of shares outstanding during the period is adjusted for
the effects of all dilutive potential equity shares.
(XVII) CONTINGENT LIABILITIES AND PROVISIONS
Contingent Liabilities are possible but not probable obligations as on Balance Sheet date, that arises from
past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain
future events beyond the control of the Company or a present obligation that is not recognised because it is
not probable that an outflow of resources will be required to settle the obligation.
Provisions are recognised when there is a present obligation as a result of past event and it is probable that
an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be
made.
Provisions are not discounted to its present value and are determined based on best estimate required to settle
the obligation at the Balance Sheet date.
(XVIII) EMPLOYEE STOCK COMPENSATION COST
The stock options granted are accounted for as per the accounting treatment prescribed by Securities and
Exchange Board of India (Share-Based Employee Benefits) Regulations, 2014, and the Guidance Note on
Accounting for Employee Share-based Payments, issued by the ICAI, whereby the cost of equity-settled
transactions is measured using the intrinsic value method. The cumulative expense recognised for
equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting
period has expired and the Company’s best estimate of the number of equity instruments that will ultimately
vest. The expense or credit recognised in the Statement of Profit and Loss for a period represents the
movement in cumulative expense recognised as at the beginning and end of that period and is recognised in
employee benefits expense.
Where the terms of an equity-settled transaction award are modified, the minimum expense recognised is the
expense as if the terms had not been modified, if the original terms of the award are met. An additional
expense is recognised for any modification that increases the total intrinsic value of the share-based payment
transaction, or is otherwise beneficial to the employee as measured at the date of modification.
Stock appreciation rights (SAR) granted to employees under the Cash-settled Employee Share-based Payment
Plan is recognised based on intrinsic value method. Intrinsic value of the SARs is determined as excess of
closing market price on the reporting date over the exercise price of the unit and is charged as employee
benefit over the vesting period in accordance with “Guidance Note on Accounting for Employee Share-based
Payments” issued by the Institute of Chartered Accountants of India.
(XIX) MEASUREMENT OF PROFIT BEFORE DEPRECIATION/AMORTISATION, INTEREST AND TAX (PBDIT)
As permitted by the Guidance Note on the Revised Schedule VI to the Companies Act, 1956, the Company has
elected to present PBDIT as a separate line item on the face of the Statement of Profit and Loss. The Company
measures PBDIT on the basis of profit/loss from continuing operations. In its measurement, the Company does
not include depreciation and amortisation expenses, finance costs and tax expenses.
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Rs. in Lakhs
As at As at
31st March, 2015 31st March, 2014
NOTE: 2
SHARE CAPITAL
Authorised Share Capital:
150,000,000 (31st March, 2014: 100,000,000) Equity Shares of Rs. 10/- each 15,000 10,000
10,000,000 (31st March, 2014: 10,000,000) 8% Redeemable Cumulative
Preference Shares of Rs. 10/- each 1,000 1,000
15,000 (31st March, 2014: 15,000) 6% Redeemable Cumulative
Preference Shares of Rs. 100/- each 15 15
16,015 11,015
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Rs. in Lakhs
As at As at
31st March, 2015 31st March, 2014
NOTE: 3
RESERVES AND SURPLUS
1) Securities Premium Account
Balance as per the last Financial Statements 75,137 -
Add: Premium on Issue of Shares - 75,402
Less: Share Issue Expenses - (265)
75,137 75,137
2) Employees Stock Option Outstanding (Refer Note 33)
Balance as per the last Financial Statements 33 -
Add: Gross Compensation for Options granted during the year 67 33
100 33
3) Surplus/(Deficit) in the Statement of Profit and Loss
Balance as per the last Financial Statements (26,553) (7,780)
(Loss)/Profit for the year (22,814) (18,773)
Less: Depreciation Adjustment (Refer Note 32) (643) -
(50,010) (26,553)
Total Reserves and Surplus 25,227 48,617
NOTE: 4A
LONG-TERM BORROWINGS
SECURED
Rupee Term Loans from Banks 63,750 71,500
UNSECURED
Non-Convertible Debentures :
2,000 (31st March, 2014: 2,000) 9.25% Unsecured Redeemable
Non-Convertible Debentures (FV of 1,000,000/- each for cash at par) 20,000 20,000
1,000, (31st March, 2014: 1,000) 9.20% Unsecured Redeemable
Non-Convertible Debentures (FV of 1,000,000/- each for cash at par) 10,000 10,000
93,750 101,500
NOTE: 4B
SHORT-TERM BORROWINGS
Cash Credit from Banks 15 46
8.75% - 8.90% Commercial Papers repayable
between 2 and 3 months (unsecured) * 19,798 -
9.5% Loan from Non-Banking Financial Institution
repayable within one year (unsecured) 10,000 -
29,813 46
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Rs. in Lakhs
31st March, 2015 31st March, 2014
Current Non-Current Current Non-Current
NOTE: 4C
SECURED LONG-TERM BORROWINGS
A) TERM LOANS FROM BANKS
i) First pari passu charge on the entire Fixed Assets,
both present and future with all other term lenders,
First pari passu charge on long-term lease deposits,
both present and future with all other term lenders.
Second pari passu charge on all current assets,
both present and future 4,500 24,000 2,000 43,000
Repayment Terms: 8 years including a moratorium
of 1 Year. Starting from Q1 FY 14
ii) First pari passu charge on present and future movable
and immovable Fixed Assets
Second pari passu on current asset 3,000 39,750 1,500 28,500
Repayment Terms: 8 years including a
moratorium of 1 Year. Starting from Q1 FY 14
Total of Term Loans from Banks 7,500 63,750 3,500 71,500
Rate of Interest: 11%
B) UNSECURED LONG-TERM BORROWINGS:
Unsecured Redeemable Non-Convertible
Debentures:
Unsecured Redeemable Non-Convertible Debentures -
Series 1 shall be redeemed on 7th May, 2016 at face value.
The debentures are unsecured and bear interest
at 9.25% p.a. payable annually - 20,000 - 20,000
Unsecured Redeemable Non-Convertible Debentures -
Series 2 shall be redeemed on 22nd May, 2018
at face value.
The debentures are unsecured and bear interest
at 9.20% p.a. payable annually - 10,000 - 10,000
- 30,000 - 30,000
C) SHORT-TERM BORROWINGS:
(i) Cash credit is repayable on demand and is secured against first pari passu charge on all current assets
both present and future on pari passu with all other lenders (existing and future) CC carries an interest
rate of 10.40% to 11%.
(ii) 8.75% - 8.90% Commercial Papers repayable between 2 and 3 months (unsecured).
(iii) 9.5% Loan from Non-Banking Financial Institution repayable within one year (unsecured).
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Rs. in Lakhs
As at As at
31st March, 2015 31st March, 2014
NOTE: 5A
OTHER LONG-TERM LIABILITIES
Deposits 21 22
Liability for Rent Straight Lining 5,390 4,257
5,411 4,279
NOTE: 5B
OTHER CURRENT LIABILITIES
Current Maturities of Long-term Borrowings (Note 4C) 7,500 3,500
Other Payables
Liability for Gift Vouchers/Point Award Redemptions 1,612 515
Interest Accrued but not Due on Borrowings 3,268 3,160
Advance from Customers 16 -
Book Overdraft - 506
Payables for Capital Expenditure 2,968 2,882
Statutory Dues 688 939
Liability for Rent Straight Lining-c 942 953
16,994 12,455
NOTE: 6
TRADE PAYABLES
Trade Payables 31,140 37,558
(Refer Note below for details of dues to micro and small enterprises)
31,140 37,558
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Rs. in Lakhs
As at As at
31st March, 2015 31st March, 2014
NOTE: 7A
LONG-TERM PROVISIONS
Provisions for Employee Benefits:
Provision for Gratuity (Unfunded) (Note-31) 645 444
Provision for Other Long-term Incentives - 75
Provisions for Stock Appreciation Rights (SAR) 11 49
656 568
NOTE: 7B
SHORT-TERM PROVISIONS
Provisions for Employee Benefits:
Provision for Leave Encashment 1,525 943
Provision for Gratuity (Unfunded) (Note-31) 39 27
1,564 970
NOTE: 8A
TANGIBLE ASSETS Rs. in Lakhs
Leasehold Computers Furniture Office Vehicles TOTAL
Improvements and Fixtures Equipment
Gross Block
As at 1st April, 2013 12,107 1,776 33,112 23,388 235 70,618
Additions 2,545 540 3,062 2,301 46 8,494
Deletions 106 64 182 107 - 459
As at 31st March, 2014 14,546 2,252 35,992 25,582 281 78,653
Additions 1,497 1,507 5,437 3,456 56 11,954
Deletions 392 89 1,144 600 - 2,226
As at 31st March, 2015 15,651 3,670 40,285 28,438 337 88,381
Accumulated Depreciation
As at 1st April, 2013 4,732 979 10,638 7,073 235 23,657
Additions 2,157 140 3,404 5,178 5 10,884
Deletions 61 61 52 36 - 210
As at 31st March, 2014 6,828 1,058 13,990 12,215 240 34,331
For the year 2,780 632 8,907 5,747 18 18,084
Adjusted against Reserves (Note 32) - 1 423 219 - 643
Deletions 392 87 1,097 590 - 2,166
As at 31st March, 2015 9,216 1,604 22,223 17,591 258 50,892
Net Block as at 31st March, 2014 7,718 1,194 22,002 13,367 41 44,322
Net Block as at 31st March, 2015 6,435 2,066 18,062 10,847 79 37,489
87
CMYK
NOTE: 8B
INTANGIBLE ASSETS Rs. in Lakhs
Brands Goodwill Computer TOTAL
Software
Gross Block
As at 1st April, 2013 - 116,756 706 117,462
Additions 2,160 - 86 2,246
Deletions - -
As at 31st March, 2014 2,160 116,756 792 119,708
Additions - - 1,712 1,712
Deletions - - - -
As at 31st March, 2015 2,160 116,756 2,504 121,420
Accumulated Amortisation
As at 1st April, 2013 - - 697 697
Additions 1 - 15 16
Deletions - - -
As at 31st March, 2014 1 - 712 713
For the year 216 - 45 261
Deletions - - - -
As at 31st March, 2015 217 - 757 974
Net Block as at 31st March, 2014 2,159 116,756 80 118,995
Net Block as at 31st March, 2015 1,943 116,756 1,747 120,446
During the pervious year, the Company acquired “Ajile” brand. Balance amortisation period is 9 years.
NOTE: 8C
During the year, the Company has capitalised Rs. in Lakhs
the following expenses to the Cost of Fixed Assets/Capital As at As at
Work-in-Progress 31st March, 2015 31st March, 2014
Rent - 48
Salaries 294 -
Travelling 11 -
Miscellaneous Expenses 8 29
Power and Fuel 20 -
333 77
Add: Brought forward from previous year 1 114
Less: Capitalised during the year 328 190
Balance in Capital Work-in-Progress 6 1
88
CMYK
Rs. in Lakhs
As at As at
31st March, 2015 31st March, 2014
NOTE: 9
OTHER INVESTMENTS: CURRENT
Unquoted, Non-Trade
Investment in Mutual Fund - 599
(Nil, 31st March, 2014: 292,548 units of Rs. 204.63 fully paid-up
of Birla Sun Life Mutual Fund)
- 599
Aggregate Book Value of Quoted Investments - -
Aggregate Book Value of Unquoted Investments - 599
NOTE: 10A
LONG-TERM LOANS AND ADVANCES
(Unsecured, Considered Good, except otherwise stated)
Capital Advance 620 547
Security Deposits 6,152 5,901
Other Loans and Advances
Advance Income Tax 1,286 1,134
Advances to Employees 19 113
Prepaid Expense 84 -
8,161 7,695
NOTE: 10B
SHORT-TERM LOANS AND ADVANCES
(Unsecured, Considered Good, except otherwise stated)
Security Deposit 1,422 359
Other Loans and Advances
Balance with Statutory/Government Authorities 160 -
Advances for Expenses and Material 595 1,132
Prepaid Expenses 327 124
Advances to Employees 134 55
2,638 1,670
NOTE: 11
OTHER CURRENT ASSETS
Insurance Claim Receivables - 424
Rent Income Receivables - C 114 206
Other Current Assets 860 310
974 940
NOTE: 12
INVENTORIES (Valued at Lower of Cost and Net Realisable Value)
Traded Goods 42,139 35,697
(Includes Goods-in-Transit Rs. 919 Lakh (31st March, 2014: 1,090 Lakh)
Packing Material 594 138
42,733 35,835
NOTE: 13
TRADE RECEIVABLES
Outstanding for a period exceeding six months from the date they
are due for payment
Unsecured, Considered Good, unless stated otherwise - -
Other Receivables
Unsecured, Considered Good 347 1,700
347 1,700
89
CMYK
Rs. in Lakhs
As at As at
31st March, 2015 31st March, 2014
NOTE: 14
CASH AND BANK BALANCES
Cash and Cash Equivalents
Balances with Banks
Current Accounts 155 64
Balance with Credit Card Company 174 230
Cash on Hand 391 788
720 1,082
Rs. in Lakhs
Year Ended Year Ended
31st March, 2015 31st March, 2014
NOTE: 15
REVENUE FROM OPERATIONS
A. Sale of Traded Goods 181,688 162,862
B. OTHER OPERATING INCOME
Commission Income 1,294 1,427
Cash Discounts 1,604 639
Scrap Sales 181 93
Space on Hire 224 420
Miscellaneous Other Operating Income 82 680
Total A + B 185,073 166,121
Details of Products Sold
Apparels 156,252 145,316
Non-Apparels 25,436 17,546
181,688 162,862
NOTE: 16
OTHER INCOME
Interest Income on Current Investments 4 196
Net Gain on Sale of Investments
Short-term 152 282
Miscellaneous Income 122 35
278 513
NOTE: 17
PURCHASE OF TRADED GOODS
Purchase of Traded Goods 106,482 98,976
106,482 98,976
Details of Purchases of Traded Goods under broadhead is as follows:
Apparels 92,639 86,109
Non-Apparels 13,843 12,867
106,482 98,976
90
CMYK
Rs. in Lakhs
Year Ended Year Ended
31st March, 2015 31st March, 2014
NOTE: 18
(INCREASE)/DECREASE IN INVENTORY OF TRADED GOODS
Closing Stocks
Traded Goods 42,139 35,697
42,139 35,697
Less:
Opening Stocks
Traded Goods 35,697 31,947
35,697 31,947
91
CMYK
Rs. in Lakhs
As at As at
31st March, 2015 31st March, 2014
NOTE: 21
DEPRECIATION AND AMORTISATION EXPENSES
Depreciation of Tangible Assets 18,084 10,884
Amortisation of Intangible Assets 261 16
18,345 10,900
NOTE: 22
FINANCE COST
Interest 11,924 11,284
Other Borrowing Costs 93 441
12,017 11,725
NOTE: 23
EARNINGS PER SHARE
The following reflects the profit and share data used in the
basic and diluted EPS computations
Earnings Per Share (EPS) is calculated as under:
(Loss)/Profit as per the Statement of Profit and Loss (22,814) (18,773)
Less: Preference Dividend and Tax thereon 5 5
(Loss)/Profit for calculation of EPS (A) (22,819) (18,778)
Weighted-average number of Equity Shares for calculation of Basic EPS (B) 92,793,529 92,793,529
Basic EPS (In Rs.) (A/B) (24.59) (20.24)
Weighted-average number of Equity Shares Outstanding 92,793,529 92,793,529
Weighted-average number of potential Equity Shares # 207,942 232,781
Weighted-average number of Equity Shares for calculation of Diluted EPS 92,793,529 92,793,529
Diluted EPS (In Rs.) (C) (24.59) (20.24)
Nominal Value of Shares (In Rs.) 10 10
# Since the conversion of stock options into equity shares 207,942
(31st March, 2014: 232,781) would decrease the loss per share,
hence these potential equity shares are considered anti-dilutive and
the effect of anti-dilutive potential equity shares are ignored.
NOTE: 24
CAPITAL AND OTHER COMMITMENTS
Estimated amount of contracts remaining to be executed on
capital account and not provided for (Net of Advances) 790 1,504
NOTE: 25
Value of Imports calculated on C.I.F. Basis
Capital Goods 59 710
Traded Goods 494 37
553 747
NOTE: 26
Expenditure in Foreign Currency (on Accrual Basis):
Others 16 6
16 6
92
CMYK
Rs. in Lakhs
Year Ended Year Ended
31st March, 2015 31st March, 2014
NOTE: 27
Earnings in Foreign Currency (on Accrual Basis):
On Export of Goods (F.O.B. Basis) - -
- -
NOTE: 28
Details of Auditors’ Remuneration:
Payments to Statutory Auditor excluding Service Tax:
For Audit Fees (Including Limited Review Fees) 35 30
For Tax Audit 5 4
For Other Services 15 -
For Reimbursement of Expenses 4 3
59 37
NOTE: 29
DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURE
(a) Derivatives: Outstanding at the Balance Sheet Date:
As at 31st March, 2015
Particulars Currency Foreign Currency Rs. in Lakhs
Forward Contracts to buy USD - -
(Hedge of capital imports)
As at 31st March, 2014
Particulars Currency Foreign Currency Rs. in Lakhs
Forward Contracts to buy USD 1 82
(Hedge of capital imports)
(b) Particulars of Unhedged Foreign Currency Exposure as at the Reporting Date:
As at 31st March, 2015
Particulars Currency Foreign Currency Rs. in Lakhs
Trade Payable USD 0 17
As at 31st March, 2014
Particulars Currency Foreign Currency Rs. in Lakhs
Trade Payable USD - -
93
CMYK
NOTE: 30
Related Party Disclosures as required under AS-18, “Related Party Disclosures’, are given below:
Name of related parties and related party relationship
(a) Related Party where control exists
Controlling Company’s
Holding Company : Indigold Trade and Services Limited
Ultimate Holding Company : Aditya Birla Nuvo Limited (ABNL)
(b) Names of related parties with whom transactions have taken place during the year
Madura Garments Lifestyle Retail Company Limited : Fellow Subsidiary
(MGLRCL)
Aditya Birla Minacs Worldwide Limited : Fellow Subsidiary
Birla Sun Life Insurance Company Limited : Fellow Subsidiary
Aditya Birla Retail Limited : Key Managerial Personnel has significant influence
(c) Key Managerial Personnel
Pranab Barua (Managing Director with effect from 25th October, 2013)
Manoj Kedia (Manager from 8th April, 2013 to 24th October, 2013. Key Managerial Personnel upto
3rd November, 2014)
Rs. in Lakhs
Year Ended Year Ended
31st March, 2015 31st March, 2014
(d) Transactions with Related Parties
Aditya Birla Minacs Worldwide Limited
Interest Received - 9
Loans Given (Inter-Corporate Deposit) - 6,200
Loans Received Back (Inter-Corporate Deposit) - 6,200
Aditya Birla Nuvo Limited
Interest paid - 41
Loans Taken (Inter-Corporate Deposit) - 8,998
Loans Repaid (Inter-Corporate Deposit) - 9,647
Purchase of Assets 0 38
Reimbursement of Expenses (Paid) - Employee 1 41
Reimbursement of Expenses (Recovery) 47 472
Sale of Gift Vouchers 1 -
Reimbursement of Expenses (Paid) 235 362
Cash Discount (Income) 116 -
Income from Space on Hire - 319
Other Operating Income - 313
Purchase of Traded Goods 13,026 12,159
Sales of Traded Goods 406 -
Madura Garments Lifestyle Retail Company Limited
Reimbursement of Expenses (Employees) - 28
Birla Sun Life Insurance Company Limited
Insurance Expenses 39 2
94
CMYK
Rs. in Lakhs
Year Ended Year Ended
31st March, 2015 31st March, 2014
Aditya Birla Retail Limited
Reimbursement of Expenses (Paid) 163 163
Reimbursement of Expenses (Recovery) 18 1
Rental Income and Other Recovery 31 -
Deposits (Received) 13 6
Pranab Barua*
Salary and Other Perquisites 180 77
Manoj Kedia*
Salary and Other Perquisites - 51
NOTE: 31
EMPLOYEE BENEFITS
General Description of the Plan
The Group operates gratuity plan through a trust wherein every employee is entitled to the benefit equivalent to fifteen
days salary last drawn for each completed year of service. The same is payable on termination of service or retirement,
whichever is earlier. The benefit vests after five years of continuous service. In case of some employees, the Group’s
scheme is more favourable as compared to the obligation under Payment of Gratuity Act, 1972. A small part of the
gratuity plan, which is not material, is funded and managed within the Group has a plan asset of Rs. 8 Lakhs.
Rs. in Lakhs
As at As at
31st March, 2015 31st March, 2014
Disclosure in respect of Employee Benefits pursuant to
Accounting Standard-15 (Revised) Unfunded Unfunded
The details of the Group’s defined benefit plans in respect of Gratuity:
Amounts recognised in the Balance Sheet in respect of Gratuity
Present value of the Defined Benefit Obligation at the end of the year 684 471
Fair Value of Plan Assets - -
Net Liability/(Asset) 684 471
Amounts recognised in Employee Benefits Expenses in the
Statement of Profit and Loss in respect of Gratuity
Current Service Cost 105 68
Interest on Defined Benefit Obligations 51 20
Expected Return on Plan Assets - -
Net Actuarial (Gain)/Loss recognised during the year 117 118
Past Service Cost - -
Net Gratuity Cost 272 206
95
CMYK
Rs. in Lakhs
As at As at
31st March, 2015 31st March, 2014
Experience Adjustment 31st March, 31st March, 31st March, 31st March, 31st March,
2015 2014 2013 2012 2011
Expected rate of return on assets is based on the average long-term rate of return expected on investments of
the fund during the estimated term of the obligations.
As at As at
31st March, 2015 31st March, 2014
Principal Actuarial Assumptions at the Balance Sheet Date Unfunded Unfunded
Discount Rate 8.00% 9.00%
Employee Turnover 10% - 12% 10% - 12%
Salary Esclation Rate 7% for Store and 7% for Store and
8% for HO 8% for HO
and Zones and Zones
The Estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority,
promotion and other relevant factors such as supply and demand in the employment market.
The overall expected rate of return on plan assets is determined based on the market prices prevailing as on that
date, applicable to the period over which the obligation is expected to be settled.
As at As at
Defined Contribution Plans – 31st March, 2015 31st March, 2014
Amount recognised as an expense and included in the Note as
“Contribution to Provident and Other Funds”
Contribution to Government Provident Fund 547 407
Contribution to Superannuation Fund - 13
Contribution to Employee Pension Scheme - 2
Contribution to Employee State Insurance (ESI) 203 203
Contribution to Labour Welfare Fund (LWF) 2 2
96
CMYK
NOTE: 32
DEPRECIATION
The Company in pursuant to the requirement of Schedule II to the Companies Act, 2013, effective from 1st April, 2014,
has revised depreciation based on useful life of asset. As a result of this change and based on transitional
provision provided in Schedule II, an amount of Rs. 643 lakh being the WDV of assets whose useful life has
already exhausted thereon has been adjusted against retained earnings.
Depreciation for the year ended 31st March, 2014 includes prior period depreciation of Rs. 1,302 lakh. Depreciation
for the year ended 31st March, 2015 includes accelerated depreciation of 9,229 lakh (31st March, 2014: Rs.1,439
lakh) on account of refurbishment and pre-closure of certain stores.
NOTE: 33
I. Employee Stock Option Plans
The Company provides Share-based Payment schemes to its employees. During the year ended 31st March, 2014,
an Employee Stock Option Plan (ESOP) was introduced. The relevant details of the scheme and the grant are as below:
On 22nd July, 2013, the ESOP Compensation Committee (“Committee”) and the Board of Directors (“Board”)
approved the introduction of an ESOP Scheme, viz., Pantaloons Employee Stock Option Scheme - 2013 (Scheme)
for issue of Stock Options (Options) and Restricted Stock Units (“RSUs”) to the Key Employees and Directors
of the Company, subject to the approval of the Shareholders of the Company. Shareholders of the Company,
vide a resolution passed at the Sixth Annual General Meeting of the Company, held on 23rd August, 2013,
approved the introduction of the Scheme and authorised the Board/Committee to finalise and implement the
Scheme. Accordingly, pursuant to the resolution passed by the Committee on 25th October, 2013, the Commit-
tee finalised the Scheme and granted Options and RSUs to the Eligible Employees. The details of the Scheme,
are as below:
(a) Employee Stock Option Scheme
Particulars Tranche - I Tranche - II
ESOP RSU ESOP RSU
No. of Options 830,382 259,849 11,686 5,000
Method of Accounting Intrinsic Value Intrinsic Value Intrinsic Value Intrinsic Value
Vesting Plan Graded Vesting -Graded Vesting -Graded Vesting -Graded Vesting -
25% every year 100% at the 25% every year 100% at the
end of 3rd year end of 3rd year
Exercise Period 5 Years from the 5 Years from the 5 Years from the 5 Years from the
date of Vesting date of Vesting date of Vesting date of Vesting
Grant Date 25-10-13 25-10-13 10-06-14 10-06-14
Grant/Exercise Price (Rs. Per Share) 102.10 10.00 118.2 10.00
Market Price on the date of Granting of
Option (Rs.) 102.10 102.10 118.2 118.2
Method of Settlement Equity Equity Equity Equity
(b) Movement of Option Granted :
Particulars 31st March, 2015 31st March, 2014
No. of Weighted- No. of Weighted- No. of Weighted- No. of Weighted-
Options average RSU average Options average RSU average
Exercise Exercise Exercise Exercise
Tranche - I
Options Outstanding at the
beginning of the year 830,382 102.10 259,849 10.00 - - - -
Granted during the year 11,686 118.20 5,000 10.00 830,382 102.10 259,849 10.00
Exercised during the year - - - - - - - -
Lapsed during the year (264,956) 102.10 (32,728) - - - - -
Options Outstanding
during the year 577,112 102.32 232,121 10.00 830,382 102.10 259,849 10.00
Options Unvested at the
end of the year 577,112 102.32 232,121 10.00 830,382 102.10 259,849 10.00
Option Exercisable at the
end of the year - - - - - - - -
97
CMYK
The ESOP compensation cost is amortised on a straight-line basis over the total vesting period of the
options. Accordingly Rs. 67 lakh (31st March, 2014: Rs. 33 lakh) has been charged to the Statement of
Profit and Loss.
The remaining contractual life for the options outstanding as on 31st March, 2015, is 5 years (31st March,
2014, is 6 years) and for RSU outstanding as on 31st March, 2015, is 7 years (31st March, 2014, is 8 years).
(c) Fair Valuation:
The Fair Valuation of the options used to compute Pro forma net profit and earnings per share have been
done by an independent valuer on the date of grant using Black-Scholes Merton Formula. The key as-
sumptions and Fair Value are as under:
Particulars On the Date of Grant
Tranche - I Tranche - II
Options RSU Options RSU
Risk-Free Interest Rate (%) 8.58 8.58 7.91 7.91
Expected Volatility (%) * 45.93 45.93 44.77 44.77
Expected Dividend Yield (%) NIL NIL NIL NIL
Weighted-average Fair Value per Options (Rs.) 52.96 95.90 59.32 111.75
* Expected volatility of the Company’s stock price is based on the Company’s comparable peer group’s
stock price on NSE based on the price data of the last three years upto the date of grant as the Company
has been listed only for a few months prior to the date of grant.
II. Stock Appreciation Rights - (SAR)
On 22nd July, 2013, the ESOP Compensation Committee (“Committee”) and the Board of Directors (“Board”) approved
the introduction of an ESOP Scheme, viz., Pantaloons Employee Stock Option Scheme - 2013 (“Scheme”) for Stock
Appreciation Rights (“SAR”) to the Key Employees and Directors of the Company, subject to the approval of the Shareholders
of the Company. Shareholders of the Company, vide a resolution passed at the Sixth Annual General Meeting of the
Company, held on 23rd August, 2013, approved the introduction of the Scheme and authorised the Board/Committee to
finalise and implement the Scheme. Accordingly, pursuant to the resolution passed by the Committee on 25th October, 2013,
the Committee finalised the SARs to the Eligible Employees. The details of the Scheme are as below:
Stock Appreciation Rights Scheme - (SAR)
Particulars Tranche - I Tranche - II
SAR SAR
No. of Options 308,295 10,225
Method of Accounting Intrinsic Value Intrinsic Value
Vesting Plan Graded Vesting - Graded Vesting -
25% every year 25% every year
Exercise Period Not Applicable Not Applicable
Grant Date 25-10-2013 10-06-14
Grant/Exercise Price (Rs. Per Share) 102.10 118.20
Market Price on the date of Granting of Option (Rs.) 102.10 118.20
Method of Settlement Cash Cash
a) Movement of Option Granted:
Particulars 31st March, Weighted- 31st March, Weighted-
2015 Average 2014 Average
No. of SA Exercise SARs Exercise
Options Outstanding at the beginning
of the year 308,295 102.10 - -
Granted during the year 10,225 118.20 308,295 102.10
Exercised during the year - - - -
Lapsed during the year (127,263) 102.10 - -
Options Outstanding during the year 191,257 102.96 308,295 102.10
Options Unvested at the end of the year 191,257 102.96 308,295 102.10
Option Exercisable at the end of the year - - - -
98
CMYK
The SAR compensation cost is amortised on a straight-line basis over the total vesting period of the
options. Accordingly Rs. (38) lakh (31st March, 2014: 49 lakh) has been charged/(credited) to the Statement
of Profit and Loss.
The remaining contractual life for SAR outstanding as on 31st March, 2015 is 5 years (31st March, 2014 is
6 years).
b) Fair Valuation
The Fair Valuation of the options used to compute Pro forma net profit and earnings per share have been
done by an independent valuer on the date of grant using Black-Scholes Merton Formula. The key
assumptions and Fair Value are as under:
Particulars On the Date of Grant
Tranche - I Tranche - II
SAR SAR
Risk-Free Interest Rate (%) 8.58 7.91
Life (Years) 5 5
Expected Volatility (%) * 45.93 44.77
Expected Dividend Yield (%) NIL NIL
Weighted-average Fair Value per Optional (Rs.) 52.96 59.32
* Expected volatility of the Company’s stock price is based on the Company’s comparable peer group’s
stock price on NSE based on the price data of the last three years upto the date of grant as the Company
has been listed only for a few months prior to the date of grant.
III. Had the compensation cost for options and SAR been recognised based on fair value at the date of grant in
accordance with Black-Scholes Merton Formula, the Pro forma net loss and earnings per share of the
Company would have been as under:
Particulars 31st March, 2015 31st March, 2014
Loss After Tax to be considered for EPS (22,814) (18,773)
Add : Compensation Cost as per Intrinsic Value 29 82
Less : Compensation Cost as per Fair Value 265 166
(23,050) (18,857)
99
CMYK
NOTE: 34
Disclosure pursuant to Accounting Standard-19 – Leases is as under:
A. Assets Taken on Lease:
The Company has entered into agreements for taking on lease certain residential/office/store premises,
warehouses, on leave and licence basis. The lease term is for a period ranging from 3 to 25 years. There are
escalation clauses in the lease agreements. The specified disclosure in respect of these agreements is
given below:
Rs. in Lakhs
Year Ended Year Ended
31st March, 2015 31st March, 2014
Lease payments recognised in the Statement of Profit
and Loss for the year
Minimum Lease Rent 17,545 16,002
Contingent Lease Rent 10,706 9,031
28,251 25,032
91,797 68,816
Notes:
The initial non-cancellable period of the lease agreement is for three
years, beyond which there is an option for the lessee to renew the lease,
which is reasonably certain and, hence, the entire lease period has been
considered as non-cancellable for the purpose of above disclosure.
B. Sub-lease of Store Premises
Sub-lease Payment Received 248 415
248 415
NOTE: 35
I. CONTINGENT LIABILITIES NOT PROVIDED FOR
Dividend on Cumulative Preference Shares 12 8
Dividend Distribution Tax on the above Dividend 2 1
Claims against the Company not acknowledged as Debt
Labour Laws - Minimum Wages Act 78 72
Occupancy Cost 917 509
Others 93 28
1,102 618
(The contingent liabilities, if materialised, shall entirely be borne by the Company, as there is no likely reimbursement from any
other party.)
The Company’s pending litigations comprise of claims against the Company primarily for occupancy cost and proceedings
pending with labour laws. The Company has reviewed all its pending litigations and proceedings and has adequately
provided for where provisions are required and disclosed the contingent liabilities where applicable, in its financial statements.
The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results.
Refer above note for details on contingent liability. In respect of litigations, where the management assessment of a financial
outflow is probable, the Company has made a provision of Rs. 41 lakh as at 31st March, 2015.
100
CMYK
II. The Company has a process whereby periodically all long-term contracts are assessed for material foreseeable
losses. At the year end, the Company has reviewed and ensured that adequate provision as required under
any law/accounting standards for material foreseeable losses on such long-term contracts has been made in
the books of account.
NOTE: 36
DEFERRED TAX Rs. in Lakhs
DEFERRED TAX LIABILITIES (NET) 31st March, 2015 31st March, 2014
Deferred Tax Liabilities at the year end comprise timing difference
on account of:
Fixed Assets: Impact of difference between tax depreciation and
depreciation/amortisation charged 17,175 15,921
17,175 15,921
DEFERRED TAX ASSETS (NET)
Deferred Tax Assets at the year end comprise timing difference on
account of:
Demerger Expenses 113 169
Employee Benefits provision allowed on payment basis 976 602
Disallowance under Section 40a 878 531
Loss as per Income-Tax calculations (Restricted to Net Deferred
Tax Liabilities) 15,208 14,619
17,175 15,921
Deferred Tax Assets (Net) NIL NIL
In absence of virtual certainty the Company has recognised deferred tax assets differences arising from carry
forward of business loss and other items to the extent of deferred tax liability arising from depreciation.
NOTE: 37
SEGMENT INFORMATION
In accordance with the principles given in Accounting Standard on Segment Reporting (AS-17) notified by
Companies (Accounting Standards) Rules, 2006, the Company has determined its primary business segment as
“retail”. The Company has no other reportable segment. Further, the entire business of the Company is within India,
hence there is no geographical segment. Accordingly, disclosure of information as per AS-17 is not required.
NOTE: 38
Board of Directors of the Company (“Board”) at their meeting held on 3rd May, 2015, have considered and
approved a Composite Scheme of Arrangement between the Company, Aditya Birla Nuvo Limited (“ABNL”), Madura
Garments Lifestyle Retail Company Limited (“MGLRCL”) and their respective shareholders and creditors, under
Sections 391 to 394 of the Companies Act, 1956 (“Composite Scheme”). Pursuant to the composite scheme, the
branded apparels businesses of the Company, ABNL and MGLRCL will be consolidated under the Company in
order to capitalise on their large market presence in the branded fashion space in India.
The composite scheme inter-alia involves:
(i) the transfer by way of a demerger of the Madura Undertaking of ABNL to the Company, consequent to which
Equity Shareholders of ABNL will get 26 new Equity Shares of the Company for every 5 Equity Shares held by
them in ABNL;
(ii) the transfer by way of a demerger of the MGL Retail Undertaking of MGLRCL to the Company, consequent to
which Equity Shareholders of MGLRCL will get 7 new Equity Shares of the Company for every 500 Equity
Shares held by them in MGLRCL and Preference Shareholder of MGLRCL will get 1 Equity Share of the
Company; and
(iii) various other matters consequential or integrally connected therewith, including change of name and
re-organisation of the share capital of the Company.
101
CMYK
The Composite Scheme is subject to the necessary statutory and regulatory approvals, including approvals of the
appropriate authorities including High Court(s), Stock Exchange(s), SEBI and respective shareholders and lenders
and/or creditors of each of the companies involved in the Composite Scheme. The appointed date of the Composite
Scheme will be 1st April, 2015.
NOTE: 39
The Company, in the current year, has incurred losses, hence no amount has been transferred to the debenture
redemption reserve.
NOTE: 40
Previous Year Figures
The Company has reclassified previous year figures to conform to this year’s classification.
As per our report of even date For and on behalf of the Board of Directors of
Pantaloons Fashion & Retail Limited (formerly known as Peter England Fashions and Retail Ltd.)
For S R B C & Co. LLP
ICAI Firm Registration No. 324982E
Pranab Barua Sushil Agarwal Bharat Patel Sukanya Kripalu
Chartered Accountants (Managing Director) (Director) (Director) (Director)
per Vijay Maniar
Partner
Membership No. 36738 Shital Mehta S. Visvanathan Geetika Anand
(Chief Executive Officer) (Chief Financial Officer) (Company Secretary)
Place: Mumbai Place: Mumbai
Date: 13th May, 2015 Date: 13th May, 2015
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• Ahmedabad : Alpha One Mall, UBF, Plot No-216,T.P Scheme-1, Near Vastrapur Lake, Vastrapur Gujarat – 380006. Tel.: 079-40165200-03;Abhijit III, Netaji Road, Near
Law Garden, Ahmedabad-380006 Tel.: 079-40042401; 10 Acres, Ahmedabad City Mall, Opp Arya SamajMandir, Kankaria, Ahmedabad-380022 Tel.: 079-30452760;
Gulmohar Park, Satellite Road, Next to Fun Republic, Ahmedabad-380006 Tel.: 079-30480251; PFO : FF-2-3,City Centre, C. G. Road, Swastik Char Rasta, Navrangpura,
Ahmedabad.Pin : 380009 Tel.: 079 – 26430679; Gr.Floor, SumelComplex,Nr. Gurudwara, Bodakdev, S.G. Highway, Ahmedabad Pin: 380059 Tel.: 07940050708/709; Shop
No 2, Ground Floor, Venus Atlantis, Next to Reliance Petrol pump, Pralhadnagr - 380007 Tel.: 079 – 40099321; PFRL, FF, Parth Empire, Rambaug, Opp Police Station,
Mani Nagar, Ahmedabad - 380008 Tel.: 07940390695/94; • Allahabad : Vinayak City Center, 48/24, Sardar Patel Marg, Civil Lines, Allahabad-211002 Tel.: 0532-3911415;
• Amritsar : GF, Trilium Mall, Medical Enclave, Circular Road, New Amritsar City, Opp. Basant Avenue, Circular Road Amritsar, Punjab-143001 Tel.: 0183-6600322;
• Aurangabad : Prozone Mall, Chikalthana, MIDC, Aurangabad-431001 Tel.: 0240-6618477; • Bareilly : Pheonix United Mall, Near Mahanagar Colony, Bihar Mann
Nagla, Pilibhit Bypass, Bareilly-243001, U.P. Tel.: 0581 2583253; • Bengaluru : Cosmos Mall, Diagonally Opp Brook Bond Hall, Graphite Industrial Area, Brookfield,
Whitefield, Bangalore-560037 Tel.: 080-41604212; Mantri Mall, Malleshwaram, Sampiege Road Bangalore-560003 Tel.: 080-30160085; Gopalan Innovation Mall, Banerghatta
Road, J.P.Nagar. 3rdPhase, Banglore-560076 Tel.: 080-41477295; Whitefield Road-Market City, Pheonix Market City, Opp BBMP Office, Whitefield Road, Bengaluru-
560048 Tel.: 0891-2790815; Ejipura, SJR Junction Koramangalam Main Road, Ejipura Bengaluru-560034 Tel.: 080-25630222; No. 52 MG Road, Bangalore - 560001 Tel.:
080-41400215; No.761 HAL, 2nd Stage, Indiranagar 100 Feet Road, Corporation Ward No.72, Ward Name Domlur, PID No.72-1-76, Bengaluru - 560008 Tel.: 0804-
1122510; PFO : Plot no 22, DivyaShobha, Banashankari 3rd stage, Kathriguppe, Bangalore Tel.: 080 – 65688911; Plot no 41, Krishna Reddy Layout, Rammurthy Nagar
main road, Near Muneswara Temple, Bangalore – 560016, Karnataka Tel.: 080 – 65688910; SreePoojyayaArcade,Plot no.183/184,Gandhi Bazaar Main Basavangudi,
Bangalore-560004 Tel.: 080 – 22410010; • Bhilai : Ground 29, Upper Ground Floor, Surya Treasure Island, Opp. Surya Vihar, Junwani, Bhilai, Chhattisgarh – 490023 Tel.:
0788-4038133; Bhiwadi : GF, V Square Mall, Shop No. 11-20, 1st Milestone, BhiwadiAlwar Highway Sector-15, Bhiwadi, Rajasthan - 301019 Tel.: 0149-3230201; • Bhopal
: DB City Mall, Arera Hill, Bhopal-452001 Tel.: 0755-2721245; GF, C21 Mall, NH-12, Hoshangabad Road, Misrod, Bhopal - 462021 Tel.: 0755-6680230; PFO : PFRL, SF,
AURA MALL E-8, Arera Colony, Gulmohar, Bhopal, Madhya Pradesh Tel.: 7554122152; • Bhubaneshwar : Suruchi Commercial Complex, Plot No. 29 & 35, A/B, Janpath,
Saheed Nagar, Bhubaneshwar-751018 Tel.: (0674) 301 – 8765; • Bilaspur : Bilaspur Rama Mangneto Mall, Srikant Verma Road, Bilaspur - 495004, Chhattisgarh Tel.:
0775 2413101 / 04; • Chandigarh : Elante Mall, Plot No. 178 & 178A, Phase -I, Industrial Area, Chandigarh-160002 Tel.: 0172-5214484; • Chennai : Spencer Plaza No.
G-49 F-71, S-36, Phase II, 768 / 769 Anna Salai, Chennai-600002 Tel.: 044 – 28498533; Chandra Mall, 262, Arcot Road, Virugambakkam, Chennai-600092 Tel.: 044-
23776391; 126, BNT Connection, Nelson Manickam Road, Chennai-600029 Tel.: 044-43582289; Phoenix Market City, NO.142, Velachery Main Road, Velachery, Chennai-
600042 Tel.: 044-30083333; LGF, Express Avenue, Whites road, Royapettah, Chennai, Tamil Nadu - 600014 Tel.: 044-28464181; 150 & 151, North Usman Road, T-Nagar,
Chennai, Tamil Nadu - 600017 Tel.: 044-43181585; PFO : Ceebros Enclave, No.15, First Main Road, Gandhi Nagar, Adyar,Chennai Pin : 600 020 Tel.: 044 – 24421800;
• Coimbatore : Shop No G13, F13, S13, Brookefields, No 67-71, Krishnaswamy Road, Coimbatore – 641001 Tel.: 080-67266383; • Cuttack PFO : NETAJI SUBHASH
CHANDRA BOSE ARCADE,OLD JAIL COMPLEX, DARGAH BAZAAR, Cuttack-753001 Tel.: 067 - 12512200 / 12512300; • Dehradun : Ground Floor, Pacific Mall,
MaujaJakhan, Rajpur Road , Dehradun-390003 Tel.: 0135-2738243,42,51; • Delhi : Crossriver Mall 1st Floor, Kakardooma Court, Shahadra, New Delhi-110032 Tel.: 011-
42111992; Unitech Metro Walk, Sector 10, Near Rithala Metro Station,Rohini, New Delhi-110085 Tel.: 011-27574183; Upper Ground floor, Ambiance Mall, 2 Nelson
Mandela Marg, VasantKunj, New Delhi-110070 Tel.: 011-40870555; D4 South Extension Part 2, New Delhi-110049 Tel.: 011-46631250; Block B1, Main Najafgarh Road,
JanakPuri, New Delhi-110058 Tel.: 011-43102622; Plot No.4, Sector-13, Dwarka City Centre, Dwarka, New Delhi - 110075 Tel.: 011-65000560; Plot No. 45 & 46, Block 5,
Western Extension area, Karol Bagh, New Delhi - 110005 Tel.: 011-47068373; F12, A 19 & 20, Select City Mall, Saket, New Delhi -110017 Tel.: 011-42658276; • Dhanbad
: Sriram ozone mall, Kolakusma, Saraidhela, Dhanbad-828127 Tel.: 0326-3040962; • Durgapur : Junction Mall, City Center, Durgapur-713216 Tel.: 033-3432542139;
• Ghaziabad : Shipra Mall, Level 2, Plot # 9, Indirapuram, Ghaziabad-201010 Tel.: 0120-4199311; GF, World Square Mall, Katori Mill, Mohan Nagar, Ghaziabad - 201007
Tel.: 0120-4830860; • Guntur : Lakshmipuram Main Road, Opposite Income Tax Office, Guntur - 522007 Tel.: 0863-2266666; • Gurgaon : Sahara Mall, Main Mehrauli –
Gurgaon Road, Gurgaon-122016 Tel.: 0124-4221950; Ambi Mall, Ambience Island, NH-8, Village Nathupur, Gurgaon-122001 Tel.: 0124-4029228; • Guwahati : D.T.Towers,
G.S.Road, Near Downtown Hospital, Guwahati-781006 Tel.: (0361), 222-9098; • Haldia : GF,City Centre, RabindraNazrul Road, P.O -Debhog,Ward No.-13, Plot HDA
Land, J. L No. 149, PurbaMedinipur, Haldia, West Bengal - 721657 Tel.: 0322-4255081; • Hubli : Urban Oasis Mall, Gokul Road, Hubli, Karnataka - 580030 Tel.: 0836-
2335020; • Hyderabad: 11-13-196/5/A & 11-13-196/5/B, Survey No.8, Saroornagar Village &Mandal, Ranga Reddy District, Telangana - 500035 Tel.: 040-24039227;
Saptagiri Towers Begumpet, S. P. Road, Hyderabad-500016 Tel.: 040-27765112; 1st Floor, Inorbit Mall, OppDurgamCheruvu, Madhapur, Hyderabad-500081 Tel.: 0404-
2102212; GF, Forum sujana Mall, plot#S-16, Survey no. 1009, KPHB Phase 6, Kukatpally, Hyderabad, Telangana - 500072 Tel.: 040-30534211; PFO : 3-6-262
TirumalaEstate,Himayat Nagar, near Telugu Academy,Hyderabad Pin: 500029 Tel.: 040 - 66638084 / 85; • Indore : Treasure Island 11, Tukoganj Main Road, Indore-
452001 Tel.: 0731-3011311; PFO : 1st floor, Shop No. 111, C21 Mall A.B. Road, Indore: 452054 Tel.: 073 – 14214015; • Kanpur : Rave Multiplex Complex VIP Road,
ParvatiBagla Road, Tilak Nagar, Kanpur-208002 Tel.: 0512-3074410; • Kerala : GF,G1003,T1, Hilite Business Park, Hilite City , NH 17, Thondayad By- Pass, Guruvayoorappan
College P.O – Calicut, Kerala - 673014 Tel.: 0495-6610140; • Kolkata : 49/1, Gariahat Road, Kolkata-700 019 Tel.: (033) 39848400/39848401; 22, Camac Street,
Kolkata.700 016 Tel.: (033) 3984-9202/03; City Centre - 2, New Town Plot No. IID/5,AA-IID, J.L.II, Noapara, Kolkata-700157 Tel.: (033) 2526-6455 / 3980-3477; Orchid Point
3/1 A, Upendra Chandra Banerjee Road, CIT Road, Kakurguchi, Kolkata-700054 Tel.: (033) 2364-9471 , 2364-9474; Kolkata South City, Store No.99, 375, Prince Anwar
Shah Road, South City Projects, Kolkata-700068 Tel.: (033) 2422-5230 / 3001-5600; Howrah-avanireverside mall, plot no 32, avani riverside mall, jagatbanerjighat road,
Howrah-711102 Tel.: 033-30491070 , 1071; DCN Kolkata, 68 Diamond City Jessore Road, Kolkata-700055, West Bengal Tel.: 033-30122529; PFO : 20, LINDSAY STREET,
KOLKATA Pin : 700 087 Tel.: 033 - 2249-7112 / 7120; 282/A, DIAMOND HARBOUR ROAD, BEHALA,KOLKATA Pin : 700034 Tel.: 033 – 24070268; 49, Dobson road,
howrah-1, Near A C Market, Howrah, Kolkata Pin: 711101 Tel.: 033 – 26660260; 18/1, Narendra Nagar, P. S. Belgharia, Kolkata 700056 Tel.: 033 – 25440029; 169 ,
NetajiSubhash Bose Road,Narendrapur,West Bengal -KOLKATA-700103 Tel.: 033 – 30083918; • Lucknow : SaharGanj, Shahnajaf Road, Hazratganj, Lucknow- 226001
Tel.: 0522-4011120; Phoenix Mall, Sector - B, LDA Colony, Near Picadilly Hotel, Lucknow-226012 Tel.: 0522-6665001/05; Plot No.26, Municipal No.31/32, Mahatma Gandhi
Road, Hazratganj, Lucknow-226004, U.P. Tel.: 0522-4046640; PFO : Fun Republic Mall,2nd Flr Gomati Nagar, Off Ram Mohan LohiyaRark, Lucknow Tel.: 0522 6540102 /
0522 6540103; • Ludhiana : PLOT NO B XIX 108, Surya Tower, Mall Road, LUDHIANA-140001 Tel.: 0161- 3024700; • Mangalore : UGF& FF, Forum Mall, Pandeshwar
Mangalore, Karnataka - 575001 Tel.: 0824-2498075; Lower Ground Floor, City Centre Mall, K.S. Rao Road, Mangalore - 575001 Tel.: 0824-4252271; • Meerut : Anchor 2,
UGF & GF, Shopprix Mall, Sports Goods complex, Major DC Nagar, Hapur bye pass, Delhi – Meerut Highway, Uttar Pradesh. Tel.: 0121-2400024; • Mohali : F-15, NC Mall,
Kharar Mohali Road, National Highway 21, Sector-117, Tehsil Mohali, SAS Nagar, Punjab - 140307 Tel.: 0172-6703258; • Moradabad : 290/291, Kanth Road, Opp. Surabhi
Nursing Home/Tanishq, Moradabad, Uttar Pradesh - 244001 Tel.: 0591-2456999; • Mumbai : Phoenix Mills Compound 462, SenapatiBapat Marg, Lower Parel (W)
Mumbai-400013 Tel.: 022-30034848; Runwal Mall, Opp. Richardson Cruddas Factory, LBS Marg, Mulund (West) Mumbai -400080 Tel.: 022-67552980; Sri Vallabh
Shopping Centre SV Road, Near Flyover, Borivali (W) Mumbai-400092 Tel.: 022-28334770; R City Mall, Runwal Tower Centre, Wyeth Labs, L.B.S. Marg, Opp. Presidential
Tower, Ghatkopar (W) Mumbai-400086 Tel.: 022-30553939; Growel 101, Akruli Road, Kandivali East, Mumbai- 400060 Tel.: 022-67109610; Infinity Mall, Shop No 103, Near
D-Mart, New Link Road, Malad West, Mumbai-400064 Tel.: 022-66431740; Pantaloons -Mumbai-Phoenix Market City KurlaKaveri Estate , L B S Road, Kurla(W) Mumbai-
400070 Tel.: 022-61801329; Viviana Mall, Cadbury Junction, Eastern Express Highway, Besides Jupiture Hospital, Thane-West 400601 Tel.: 022-61701212; G-10 & F9A,
Metro Junction Mall, Village Netivali, Shil Road, Kalyan - 421306 Tel.: 0251-2350978; GF & FF, Neptune Magnet Mall, LBS Road, Bhandup West, Near Mangat ram Petrol
Pump, Mumbai – 400078 Tel.: 022-61726999; PFO : PARADISE TOWER, OPP. ALOK HOTEL, GOKHALE ROAD, NAUPADA, THANE (W): 400602 Tel.: 022 - 66096147 / 46
/49; SECOND FLOOR,MAXUS MALL,NR SALASAR HOSING COMPLEX,BHAYENDER(W): 401105 Tel.: 022 – 67426984; • Muzaffarnagar : Ground Floor, ASJ Grand Plaza
Mall, Bhopa Road, Muzaffarnagar, Uttar Pradesh-251001 Tel.: 0131-2410300; • Mysore : Garuda Mall, Shop No. 1, Plot No 121 & 143, KR Circle, MakkajiChowk, Mysore-
570001 Tel.: 0821–4193930; • Nagpur : Empress Mall, 001 Ground Floor, Sir Bezonji Mehta Road, Near Gandhi Sagar Lake, Nagpur- 440016 Tel.: 0712-2729901; 160/1,
Temple Road, Civil Lines, Opp. Science College Ground, Nagpur-440001 Tel.: 0712-6629526; PFO : NAGPUR JAGAT TOWER, NEAR LAW COLLEGE SQUARE,
AMRAVATI ROAD, NAGPUR: 400602 Tel.: 95712 - 2535340 / 41; Nasik :Nashik City Center, Oontwadi, Lawate Nagar, Near PWD Office, Nashik-422002 Tel.: 0253-
3918965; • NAVI MUMBAI : PFO : PFRL, FF, Shop No. 6,7 & 8, K Mall, Panvel Station Road, TalukaPanvel - 410206 Tel.: 8108911709; • Noida : Great India Place, Plot No.
A-2, Sector 38 A, Noida-201301 Tel.: 0120-3025376; • Patna :Vasundhara Metro Mall, Plot No.165(P) & 166(P), Boring canal Road, Patna-800001, Bihar. Tel.: 080
25630222; • Pune : ICC Tech park, plot No 403, SenapatiBapat Marg , Pune-411016 Tel.: 020-66095808; Phoenix Market City, Phoenix Market City Mall B/H Baker Gauge,
Next to TYCO Electronics, Viman Nagar, Nagar Rd, Pune-411014 Tel.: 020-30950475; F-23, Seasons Mall, Mundhwa Road, South Magarpatta City, Hadapsar, Pune,
Maharashtra - 411013 Tel.: 020-67220400; GF & FF, Kumar Pacific Mall, Final plot CTS# 42 & 43, Shankar Seth Road, Gultekdi, Near Swargate, Pune – 411042 Tel.: 020-
66205100; PFO : PREMIER PLAZA,CHINCHWAD:411019 Tel.: 020 – 66127040; Plot No 59/1C,Vadgaon Budruk,Sinhaghad road, Bhide Baugh, Near Police Chowki,
Dahari fata, Pune-411041 Tel.: 020 – 24390399; • Raipur : Ground Floor, City Centre Mall, Main VidhanSabha Road, Village Mowa, Raipur, Chhattisgarh - 492001 Tel.:
0771-6992060; • Rajkot : BharathIskcon Mall, Opp. Parijat Party Plot, Kalayad Road, Rajkot-360005 Tel.: 0281-3047342; • Ranchi : Eastern Mall Ranchi, Circular Road,
Near DangratoliChowk, Ranchi-834001 Tel.: 06512 532512; Spring City Mall, Plot#530,536 & 540, Thana 225, Mauza-Hinoo, PS Doranda, PO Hinoo, Ranchi - 834002 Tel.:
0651-2253762; • Secunderabad: PFO : SECUNDERABAD 94, MINERVA COMPLEX, S. D. ROAD, SECUNDERABAD Pin : 500 003 Tel.: 040 - 27725145/46; PFRL, GF,
N.S. Towers, Plot No. 78 &79, P&T Colony, Trimulgherry, Secunderabad - 500015 Tel.: 040-42204111; • Siliguri : Cosmos Mall, 2nd Mile, Sevoke Road, Opp. State
Electricity Board, Siliguri-734001 Tel.: (0353),3041-050 / 3041-1000; • Surat : Iscon Mall, Dumas Road, OppRajhans Theatre, Piplod, Surat- 395007 Tel.: 0261-3990444;
• Thane : PFO : 1ST FLOOR EMPRESS MALL SAGAON,ManpadaRoad,Near DON BOSCO School, Dombivali (E) Pin : 421201 Tel.: 8652500200; PFRL, Gr Floor, Dattani
Square Mall, Mahatma Gandhi Rd, Husain Colony, Vasai West.; • UJJAIN: PFO : PFRL, SF, Cosmos Mall, D-09, DhanvantariChikitsa Kendra Yojna, Nanakheda Ujjain –
456010; • Vadodara : Multiplex, Race course Road, Near Natubhai Circle Opp. IndraprasthaEllora Park, Baroda-390007 Tel.: 0265-6620671; First Floor, F-02B, Inorbit
Mall, Subhanpura, Vadodara, Gujarat-390003 Tel.: 0265-2218740/47; PFO : PFRL, GF, T-10A, Plot No. 151, Padmatex Compound, Near Lalbaug Crossing Manjalpur,
Vadodara – 390011; • Vijaywada : PVP Mall, Moghalrajpuram, MG Road, Vijaywada, Andhra Pradesh – 520010. Tel.: 0866-6767770; • Vishakhapatnam : TSR Complex
Allipuram Ward, TSR Complex, Daba Garden, Visakhapatnam-560016 Tel.: 0422-2255050; MVR Vinayagar Trade Center, GF & FF, T.S.NO. 5/3, VIP Road, Vizag - 530003
Tel.: 0891-6651222; • Yamuna Nagar : Universal Mall, Ponta sahib-Chachharauli road, Opp. Agrasen College, Jagadhari, Yamuna Nagar, Haryana - 135003 Tel.: 0173-
2600702; • Zirakpur : Paras Downtown, NAC Zirakpur, Delhi - Ambala Highway, NH - 28, Zirakpur-140603 Tel.: 01762-521033.
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