Professional Documents
Culture Documents
Abfrl Fy 2022
Abfrl Fy 2022
Dear Shareholder,
Yours sincerely,
MANUFACTURED CAPITAL
Factories 9 MFL Factories
VALUES
Warehouses 3 MFL / 4 Pantaloons /
Innerwear Warehouse Seamlessness | Passion | Speed | Commitment | Integrity
Manufacturing Capacity (in-house) 1,97,30,113 Garments
Net Fixed Asset K 2,953 Crore
RISKS &
OPPORTUNITIES PERFORMANCE
SOCIAL & RELATIONSHIP CAPITAL
Amount spent on CSR K 3.09 Crore
Employee volunteering hours 18,011 hrs STRATEGY &
RESOURCE ALLOCATION OUTLOOK
No. of tier 1 suppliers 430+
Retail Stores 3,400+
OUTPUTS OUTCOME
FINANCIAL CAPITAL
Revenue K 7,824 Crore Sustained growth in revenue driven by operational performance and
innovation
Pro t/Loss After Tax K -81 Crore
Robust balance sheet, sustained cash ow and strong liquidity position
EBITDA K 1,174 Crore
Long-term value creation for shareholders through increased returns
Market Capital K 28,344 Crore
INTELLECTUAL CAPITAL
61% garments of MFL and PFRL have at least one Driving product stewardship, building portfolio encouraging sustainability,
sustainability attribute (by volume) innovation and quality
Distributors event to experience our products has been Spearheading R&D, support prototyping for various categories channelises
converted into a digital trade show, 3D technology deployed best practices and drives product benchmarking, development and
eliminating physical creation of garments anymore innovation
Process efficiencies measures resulted in reduced Enhancing share of sustainable raw materials - BCI Cotton, Liva Eco and
environmental impacts; including eco-design and Liva Reviva as sustainable raw materials
decision-making as part of our LCA approach
MANUFACTURED CAPITAL
5 facilities are certi ed under green building rating systems State-of-the-art facilities, improved infrastructure efficiency
i.e., USGBC / IGBC
Sustainably built facility ecosystem
1 facility certi ed 'LEED Zero Water' under
Production of quality garments sustainably, increased operational efficiency
USGBC rating system
Capacity to support increasing market growth
1,89,50,336 garments manufactured in FY22
NATURAL CAPITAL
Renewable Energy 33% Reduction in environmental footprint and restoring ecosystem
Y-O-Y reduction in energy intensity 4% Water Positive at an organisation front
Water Recycled & Reused 72% Efforts to alleviate the impact of climate change
Rainwater Harvested 41% Leveraging on sustainable / alternate packaging material
Sustainable Packaging 86% Journey to boost cricular ecosystem across operating ecosystems
Biodegradable polybag implementation across lifestyle brands
Zero Waste to Land ll
HUMAN CAPITAL
New joinees 11,871 Purpose-driven behaviour and delivering high quality
Employees under age of 30 49% Engaged and motivated workforce
Women across levels 56% Inclusive and diverse culture
Differently abled 80 Equal opportunity employer | Safe & healthy workplace
Zero Fatality & Six lost time at workplace
41%
Factories, Sustainable Packaging, and
People
renewable water i.e., 61,827 kl rainwater
harvested and arti cially recharged within
premises
CARBON FOOTPRINT
72%
6.6% recycle / reuse i.e., 1,08,241 kl wastewater
reduction in Scope 1 and Scope 2 treated and reused within premises
emissions across ABFRL operations SUSTAINABLE MATERIAL
WASTE
Zero-waste-to-
land ll status
achieved across all ABFRL facilities
GREEN BUILDING SAFETY CSR
17,333
Education bene ciaries
Healthcare 1,65,799
& Sanitation bene ciaries
1 Facility PACKAGING
1,163
certi ed 'LEED Zero Water' under Sustainable
86%
USGBC rating system Livelihoods bene ciaries
sustainable packaging
24,228
Digitalisation bene ciaries
18,011
Volunteering hours
BOARD OF DIRECTORS
OF ADITYA BIRLA FASHION AND RETAIL LIMITED
MS.PREETI MS.SUKANYA
VYAS KRIPALU
Independent Independent
Director Director
••••• •••••
CSR ACM I SRC I NRC
•••
MR. SUNIRMAL MR. ARUN
TALUKDAR ADHIKARI
Independent Independent
Director Director
•••
ACM I NRC I RMSC
• •••••
ACM I NRC
••
MR.VIKRAM MR. YOGESH
RAO CHAUDHARY
Non-Executive Independent
Director* Director
••••• •• •
SRC I RMSC CSR I RMSC
• •• ••
•
Corporate Governance, Legal & Compliance Expertise - Strategic Financial Literacy General Management
COMMITTEE COMPOSITION
ACM - Audit Committee CSR - Corporate Social Responsibility Committee NCR - Nomination and Remuneration Committee
RMSC - Risk Management and Sustainability Commitee SRC - Stakeholders Relationship Committee
SHAREHOLDERS' INFORMATION 77
FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY16 FY17 FY18 FY19 FY20 FY21 FY22
FY21 FY21
(278) (650)
FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY16 FY17 FY18 FY19 FY20 FY21 FY22
-19.4% -4.4%
Directors Corporate Business Financial AGM
Annual Report | 2021-22 Report Governance Report Responsibility and Statements Notice
Sustainability Report
Dear Members,
Your Company’s directors hereby present the Fifteenth Annual Report together with the audited
financial statements of the Company for the financial year ended March 31, 2022 (“year under review
/ FY 2021-22”).
This year began with the second wave of the pandemic, where most of the businesses faced
challenges brought upon by lockdowns, human distress and deeply impacted consumer confidence.
However with large-scale vaccination drive in many countries and drop in severity of cases the
world strongly emerged from the fears of the pandemic and gradually moved towards recovery
and growth. Global growth is estimated to have surged to 5.9 percent in 2021, as a relaxation of
pandemic-related lockdowns in many countries helped boost demand. The geopolitical situation
and inflationary pressures has created an uncertainity in growth path but in medium term
economies are expected to recover at faster pace. There is demand and positivity across markets
depite the various challenges.
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Outlook: Cautious Optimism, as we step into FY23
Notwithstanding a highly transmissible third wave driven by the Omicron variant of COVID-19, India
is charting a different course of recovery from the rest of the world, and is positioned to grow at
the fastest pace year-on-year (“YoY”) among major economies, according to projections made by the
various international agencies. This recovery is pushed by large-scale vaccination and is sustained
by supportive fiscal and monetary support.
According to the Reserve Bank of India. In India, real GDP growth at 9.2 percent for 2021-22
takes it modestly above the level of GDP in 2019-20, Private consumption, the mainstay of
domestic demand, continues to trail its pre-pandemic level. The persistent increase in international
commodity prices, the surge in the volatility of global financial markets, and global supply-chain
bottlenecks can aggravate the risks posed to the outlook.
Going forward, the Government’s thrust on capital expenditure and exports is expected to enhance
production capacity and strengthen aggregate demand. The conducive financial conditions
engendered by the RBI’s policy actions are expected to provide stimulus to investment activities.
Capacity utilization is rising, and the outlook on business and consumer confidence remains in
optimistic territory, which should support investment as well as consumer demand.
Overall, there is some loss of the momentum of near-term growth with global factors turning
adverse. However, the domestic growth drivers are gradually improving.
Industry Review
Global Apparel Industry
The outbreak of COVID-19 has acted as a massive restraint on the Apparel Industry in 2021, as
consumption declined due to lockdowns imposed by governments globally and consequent cut
down in discretionary expenditure. However, the industry is gradually recovering with normalcy
reinstating in daily lives , alongwith increase in consumption.
Increasing demand for online shopping is expected to help the Apparel Market grow further
by driving easy access through larger platforms than before, which will drive market growth by
increasing their customer base geographically. In countries such as India, for instance, e-commerce
portals have also given boost to the sales of garments by giving larger exposure to artisans and
brands in a very large market.
Social commerce is increasingly being used as a sales and engagement channel thanks to growing
functionality and user comfort for social channels, which make a seamless shopping experience
more feasible.
The Global Apparel Market size is expected to grow from USD 551.36 billion in CY 2021 to USD 605.4
billion in CY 2022 at a compound annual growth rate (“CAGR”) of 9.8 percent. This Market is expected
to grow to USD 843.13 billion in 2026 at a CAGR of 8.6 percent.
The country has seen the entry of several foreign brands in last few years but Indian lifestyle brands,
however, continue to grow rapidly as they leverage deep understanding of consumer trends and
uniqueness of India fashion market.
With reduced attention span, increased connectivity and acceptance of new technology, 2021 saw
brands launching several digital intiatives to provide enhanced customer experince, personalised
marketing and higher brand loyalty.
The Indian e-commerce industry has transformed the way business is done in the country,
especially in the last 24 months. Unicommerce’s e-commerce fashion report states that the fashion
e-commerce industry in India clocked a 51 percent jump in order volumes during 2020-2021 over
the previous fiscal year with fashion/apparel being one of the key growth driver. According to a
Technopak report, by 2025, close to 20 percent of all apparel sold in India will be online; making it
an estimated USD 16 billion market.
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People have experienced the benefits of online shopping, making their appetites for digital
consumption grow consistently over time. Pandemic has been a strong catalyst in changing
the behavior of consumers globally, and India has been no exception.
As personal hygiene and comfort have become a hot topic for both men and women, Lingerie,
Intimate wear & Athleisure saw a gradual surge in digital consumption. Moreover, the lockdown
is also one of the reasons for the increasing demand in these comfort-driven categories.
Trending ready-made fashion brands have further occupied a major part of the online retail
space. Right from the women’s ready-made ethnic Kurtas to men’s casual and formal wear, the
trend is here to stay in 2022 and thereafter.
The Kidswear segment also gained major traction during the pandemic with consumers getting
more comfortable with online apparel shopping in terms of safety and variety.
The athleisure trend is by no means new. The growing popularity of wellness gave yoga-inspired
clothing unique staying power, and the trend has only continues since then.
The Indian Athleisure Market which is currently around USD 6.8 billion is expected to grow at a
CAGR of more than 10% over next 5 years.
Business overview
Your Company is India’s largest pure-play fashion and lifestyle entity with an elegant bouquet of
leading fashion brands and retail formats.
A) Madura Segments
Madura Fashion and Lifestyle (“MFL”) segment includes Lifestyle Brands, Youth Western Fashion,
Active Athleisure Innerwear, and Super Premium Brands. MFL reported a revenue of INR 5,381
Crore up by 58 percent over the previous year. The EBITDA margin was positive 14.9 percent
at INR 804 Crore compared to INR 366 Crore in FY21. MFL continued to expand its presence in
the retail channel by opening new stores.
Lifestyle brands
Your Company’s Lifestyle brands house four of India’s iconic apparel brands, addressing diverse
customer needs uniquely:
• Louis Philippe: To inspire the quest for excellence
• Van Heusen: To make professionals fashionable and trendy
• Allen Solly: To encourage unconventional thinking in your workplace
• Peter England: To bring alive authenticity and trust in our relationships
The Lifestyle business, at the back of its strong brand portfolio and aggressive e-commerce and
omnichannel expansion, recovered to pre-pandemic levels, gained market share and achieved
record revenues this year despite braving multiple COVID waves.
Each of the brands continued to lead in their respective segments. The brands also expanded
their loyal customer base to include over 23.80 million satisfied customers, gaining their trust by
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providing innovative and premium products and top-notch retail experience across channels.
The business added new categories such as sportswear, occasion wear, and ceremonial wear,
along with accessories and footwear, propelling its growth manifolds.
With strong investments in digital marketing, brands have not only accelerated digital channel
sales but have also created service excellence for digital consumers across their own websites
as well as marketplaces. The Buy Online Ship from Store (“BOSS”) network has expanded to make
Omnichannel scale up rapidly across India.
The identified new growth levers, including, casual wear, activewear, denim, and women’s fusion
wear have garnered significant traction from consumers in stores and online. After successfully
crossing the 400+ stores milestone for Peter England’s small-town format and more than 50
stores in Allen Solly Prime, the Lifestyle brands’ Business has now piloted similarly modeled
small-town formats for Van Heusen and Louis Philippe. This aggressive expansion into newer
Indian towns and cities has further augmented Your Company’s strong distribution network.
Lifestyle brands aspire to become a significant portfolio of iconic brands across all important
occasions and price points.
The brand is continuously building driving trade channel digitization. Your Company has
made significant investments in digitization across the consumer touch-points and back-
end operations, and supply chain to enhance value adds to distributors and drive benefecial
relationships.
By building on brand awareness and acceptance across segments, laying down a large and
deep trade network and driving continuous product innovation to build customer-winning
products, Your Company has charted a strong growth trajectory for this segment and the
business is going to be one of the largest contributors to growth of the company in future.
American Eagle is currently among the top denim brands in India, owing to its superior
products, brand positioning, and a great shopping experience for its consumers across stores
and online channels. The brand is currently expanding its store footprint aggressively to tap into
newer markets within India. It is also gaining greater brand awareness and better positioning
through its campaigns. It has established itself as a Premium Denim Brand, growing both
offline and online on the strength of its strong brand and excellent products.
Forever 21 is building a viable retail network and is rapidly evolving as a preferred brand for
young, fashionable consumers through its high fashion, sharply priced merchandise.
During the year, Your Company worked towards diversifying its merchandise and is enhancing
its men’s wear offerings alongside women’s wear. It is also building a wide range of non apparel
categories such as accessories, footwear, and bags. The brand has redesigned its business
model by moving towards local sourcing, making it easily scalable and increasingly profitable
in India.
The Global brands portfolio includes ‘The Collective’, one of India’s largest multi-brand retailers
of luxury brands and select mono brands such as the super-premium brand Ralph Lauren and
the iconic British brands Fred Perry, Ted Baker, and Hackett London.
The business in the premium and the super-premium segment has grown impressively during
the year, resilient to the demand fluctuations owing to COVID. The Collective has significantly
transformed its e-commerce operations through a focused improvement in this channel,
resulting in its e-commerce revenue increasing manifolds, at the back of a revamped supply
chain strategy and distribution. The category is showing increased traction among consumers
online as well as offline, along with the potential to grow beyond metros, and would continue
to enhance its appeal across markets.
Reebok
Your Company announced the signing of a long-term licensing agreement, which grants it
exclusive rights to distribute and sell Reebok products through wholesale, e-commerce and
Reebok branded retail stores in India. This deal marks Your Company’s foray into India’s fast-
growing sports and activewear segment.
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B) Pantaloons
Pantaloons has been one of the strongest brands in masstige segment of the Indian Fashion
Retail Industry over the past two decades. The brand offers fashionable clothing and accessories
with superior quality and freshness to the Indian middle-class consumers across the length and
breadth of the country. It has built one of India’s widest retail network with 377 large format
stores. This year, Pantaloons strengthened its private label portfolio through launches across
categories such as Men’s wear (Street Armor and Ajile Loungewear), designer collaborations
in women’s ethnic, kids wear (Zero for Pantaloons), as well as increased focus on growing
Pantaloons.com, its online store. With a revamped logo, new retail identity across its iconic
stores, innovative ad campaigns, product development, agile supply chain, and customer-
centric processes, Pantaloons delivers a superior shopping experience to customers across
channels and geographies.
Pantaloons reported annual revenue of INR 2626 Crore, up by 41 percent from last year, while
the EBITDA stands at INR 368 Crore compared to INR 276 Crore last year. The EBITDA margin
was 14.0 percent for FY22.
Pantaloons has a high presence in mall formats and the pro-longed restrictions in malls had
an impact on the sales in FY22 but Pantaloons continued a sharp focus on sourcing agility and
cost controls to deliver an encouraging performance this year.
Overview of KPIs*:
Strong demand resurgence during the festive period combined with focused efforts towards
driving alternative channels such as e-commerce and WhatsApp commerce brought the
business back on track quite significantly until December, when it was again disrupted by the
third wave of COVID and the lockdowns that followed.
Pantaloons e-commerce has grown significantly, recording 63 percent growth over last year.
Inventory for e-commerce was managed innovatively to make a wider assortment of merchandise
available online. Building truly ‘Phygital stores’ through a revamped loyalty program and
increased digitalization of shopping experience at stores leveraged Omni-channel play.
Despite continued challenges from the subsequent waves of the pandemic, Pantaloons opened
49 new stores in FY22. It is planning to expand its network with 70-80 new stores in the next
fiscal with its new retail identity that will match the fast-changing consumer interests in fashion.
The brand continually redesigns its product strategy to meet the changing fashion needs of
consumers and is well placed to continue to grow aggressively in FY23.
Ethnic wear
This category accounts for around 28 percent of the overall apparel market in the country and
is growing at a CAGR of over 10 percent with no international competition. A large part of this
market remains unorganized and unbranded. Consumers are now increasingly shifting to the
branded and organized segment, thus increasing the pie for organized players. FY20 was the
turning point in the branded ethnic segment when Your Company took definitive steps in this
space by acquiring the Jaypore brand and forging a partnership with Shantanu & Nikhil for
occasion wear. In FY21, with two fresh partnerships with Tarun Tahiliani and Sabyasachi were
announced. Further, during FY22, Your Company announced two new organic forays namely
1. Marigold Lane – Premium women’s ethnic wear brand 2. Tasva – Premium Men’s ethnic
wear brand. Your Company has also signed an agreement to acquire 52.4% stake in House
of Masaba Lifestyle and aims to create a young, aspirational and digital-led brand across the
affordable luxury segment in the fashion, beauty and accessory categories. Your Company now
boasts a comprehensive portfolio of iconic ethnic wear brands across price points.
Luxury
Kurta /Dress
Set >100k
Bridge to
Luxury
Kurta /Dress Set
35k – 100k
Premium
Marigold
Kurta Set / Dress Set TASVA
10k – 35k
Mid Market
Kurta Set / Dress Set
2k – 10k
Value
Kurta Set / Dress Set <3k
Retailers Women’s Ethnic Men’s Ethnic
Jaypore is India’s leading destination for craft-based and artisanal products, available in domestic
and international markets through its e-commerce channel. Shantanu & Nikhil caters to
contemporary luxury shoppers by curating design for the millennials’ sartorial choices.
Sabyasachi aspires to establish itself as a global Indian luxury brand, offering bridal wear, ethnic
wear, handcrafted jewelry, and accessories. It has gradually built a strong play at the back of
inspiration that is deeply rooted in the rich Indian heritage. It aspires to become India’s first global
luxury fashion brand.
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Tarun Tahiliani is a renowned couturier in the Indian ethnic wear category. In partnership with
him, Your Company forayed into affordable premium men’s ethnic wear by launching a new brand,
TASVA, in FY22. Tasva addresses the ceremonial wear needs of Indian men through high quality
products at sharp prices. The brand that commenced its journey this year started with 7 stores and
plans to growth the footprint multifolds by the end of next fiscal.
Marigold Lane is a premium women’s ethnic wear brand that is meant for Indian women with
distinctly evolved fashion sense. It currently reaches its customers through 50+ Pantaloons stores
and 3 EBOs.
Business strategy:
1. Launching new Brands and Re-energising the Existing Ones
Your Company has leading brands such as Louis Philippe, Van Heusen, Allen Solly, and Peter
England established for over 25 years. Pantaloons is one of India’s largest fast fashion store
brands.
Your Company also holds exclusive online and offline rights to the India network of California-
based fast fashion brand Forever 21. The International Brands portfolio includes - The Collective,
India’s largest multi-brand retailer of international brands, Simon Carter, and select mono-
brands such as American Eagle, Ralph Lauren, Hackett London, Ted Baker, and Fred Perry.
Your Company has successfully forayed into the innerwear business with Van Heusen
Innerwear, Athleisure, and Activewear and established itself as India’s most innovative and
fashionable brand. Your Company’s foray into branded ethnic wear business includes brands
such as Jaypore, Tasva & Marigold Lane and strategic partnerships with Designers ‘Shantanu
& Nikhil’, ‘Tarun Tahiliani’, ‘Sabyasachi’ and ‘House of Masaba’. Your Company also acquired
Reebok’s India operations to build strong play in sportswear.
wholesale partners, own retail channels, and the merchandise was produced accordingly.
However, Your Company realized the importance of being nimble in the market, being able to
respond faster to changes keeping the inventory tighter.
This move benefits our channel partners, as they no longer have to commit to purchases eight
to 10 months in advance and can place orders monthly.
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feedback and complaints. These can be received on multiple channels including call center, email,
website / app, social media, and even on WhatsApp. All customer feedback received in stores and
online, as part of Your Company’s flagship Net Promoter Score (“NPS”) program called Mission
Happiness, is also captured in the CRM system. This has resulted in significant customer delight.
The ‘Customer-360 program’, enabling personalized communication with 35 million customers,
has been rolled out across all major brands. The program leverages Machine Learning capability
integrated with a marketing automation platform to enable communication on email, SMS, web /
app notifications, social and WhatsApp.
In the last year, Your Company has completed the modernization of its Point-of-sale (“POS”) system,
which has been rolled out across all brands. The POS system is cloud-hosted, enabling seamless
connectivity from stores on multiple devices including billing terminals, tablets, and mobile phones.
This has also been integrated with the online stores of various brands enabling the fulfilment of
online orders from stores. Going forward, Your Company will leverage this platform for seamless
omnichannel customer experiences such as Buy-Online-Pickup-in Store (“BOPIS”), Buy-Online-Return-
in-store (BORIS), Hyperlocal shopping, Endless Aisle, etc.
In the last year, Your Company has also focused on extensively building data management and
analytics capabilities. A Company-wide data warehouse has been set up to consolidate data across
all major systems. This has been used to build common enterprise-wide business intelligence
platforms. Furthering the philosophy of data democratization, your Company has developed
a Single View of Customer mobile app for Store Managers and Customer Service Associates,
enabling Clienteling. A significant innovation in the backend is the development of a Markdown
Management System, which uses AI / ML to derive the optimum pricing for products during
the season and discounting during End-of-Season Sale. For the Innerwear business, a demand
forecasting model has been implemented combining statistical algorithms and market feedback.
Supply Chain
Your Company has been focusing on digitizing the pre-production supply chain processes with
unique initiatives such as digital 3D modeling and digital design collaboration processes. This has
improved agility and reduced the market lead time by around 15 to 30 days.
The demand pattern has been shifting quite rapidly with multiple lockdowns in the last year. Your
Company with robust demand planning processes has been able to prepare for the shifts on the
back of your agile Supply Chain and capitalize on the changing demand pattern.
Human Resources
FY22 Human Resources Achievements
1) Continuous driver on internal talent growth and development, resulting in 15.47 percent of
employees getting new roles; of which 45.5 percent of crucible roles were occupied by talent.
2) Diversity agenda driven through CEO sponsorship, hiring guidelines, and a healthy mix in hiring,
resulting in an overall woman hiring in FY22 at 38 percent.
Your Company’s People Vision is to “To drive a High Performing and Customer Centric Culture with
Happy and Value Oriented Employees”. Your Company’s performance is anchored on capabilities
and productivity; customer-centric culture through a strong service orientation; happiness through
purposeful behavior by high-quality talent; value-oriented through a deep commitment to the
values of the Aditya Birla Group.
The unique Employee Value Proposition – “A World of Opportunities” makes your Company a
preferred employer for professionals in the industry. You are committed to strengthening your
employee value proposition in every aspect – career growth, learning, and development,
rewards and recognition, and enrichment of life through a healthy work environment and well-
being programs.
1) Careers:
Your Company believes in harnessing leadership and people capabilities through sharp focus
and initiatives on talent development. There is a well-defined talent and career management
process through potential assessments and talent discussions that take place every year. The
company has institutionalized Talent Councils that actively review the Organization’s talent
pipeline, succession planning for key roles, and requisite development interventions.
Your Company strengthened its partnership with premier institutions across the country by
the successful placement of management trainees into meaningful roles aligned with career
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aspirations. The Young Talent Program (STRIDERS) includes hires across multiple streams
such as Business and Core Fashion functions, Chartered Accountants, Human Resources, and
Retail Operations that has enabled the organization to infuse young bright talent from various
institutes and help create a strong future leadership pipeline.
Your Company launched the second batch of India’s Finest Store Manager (“IFSM”) Program,
an industry-best learning and development practice for grooming Store Managers to take up
senior roles in the organization. IFSM’s current batch includes 12 store managers including
2 women.
2) Learning & Development:
Your Company’s initiatives equip employees to develop leadership and management capabilities
in both domain-specific and behavioral disciplines. Your Company boasts of an advanced
learning ecosystem ‘Gyanodaya’ which offers a wide array of learning programs to empower
employees to grow through a series of expert-led sessions on “Managing Internal Customers”,
“Being Your Best”, “Digital Transformation Journey” among many. The in-house structured
learning program ‘ABFRL University’ supports organization-wide capability building through
market experiences and live projects.
Digital Transformation in your Company was actively driven by deepening the digital
capability and quotient of senior management through curated learning series with digital
leaders and academicians. Your Company organized an Advanced E-Commerce Capability
Building Program to deepen functional capability.
3) Rewards and Recognition
Your Company’s reward philosophy is aligned with driving the culture of meritocracy and
ensuring market competitiveness. This philosophy recognizes and celebrates success,
therefore, raising the bar on performance and achievement. Your Company adopts a total
rewards approach, which covers both monetary (Fixed Compensation, Variable Pay, and Long-
Term Incentive Plan) and non-monetary rewards (Benefits Program, Recognition Programs,
and Work-life effectiveness program) for its employees.
Celebrating success through recognition platforms are at the core of building a vibrant
work culture. Well-entrenched annual engagement events are forums where your Company
celebrates and recognizes team and individual achievements, value champions and feats
achieved by employees beyond the call of duty. The ultimate celebration of success happens
at the Group’s annual event – Aditya Birla Awards, which recognizes outstanding players and
teams, who have displayed commitment and passion towards their craft.
4) ‘Enrich your life’ program
Your Company recognizes the importance of different roles that employees play in their personal
lives. Your Company actively engages in the art of giving and driving sustainability through
CSR programs, which focus on building model villages specifically in the areas of education,
digitization, and health among others. Your Company embarks on multiple initiatives to create
a wholesome approach for employees through competitive events in sports that enhances
bonding and camaraderie. There is also a bouquet of wellness programs being offered through
maternity support and flexible working for fostering a robust diverse work environment.
Values
The organization’s core values of Seamlessness, Passion, Speed, Commitment and Integrity have
guided the actions of your Company and are the key to why your Company attracts the best talent.
These values come alive in the daily processes and practices that leaders and employees follow.
Communication
Your Company encourages open and honest communication among teams and through
leadership. There are various formal and informal platforms including open houses, town halls,
and anonymous survey touch points through, which employees are encouraged to ask questions
and share feedback. The open work atmosphere across the Company has ensured two-way healthy
communication between leadership and employees. The VIBES and HR stakeholder survey have
helped management understand the pulse of employees across various experiences and stages.
Your Company has engaged top talent across businesses through a series of interventions planned
and implemented for various groups. There were regular leadership connections and development
journeys designed for high-performing employees across your Company.
New Businesses
The key focus for FY22 for D2C Businesses has been understanding the Business model and
Organisation Creation. Your Company has conducted intensive research on the organizational
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structure, policies, and practices followed by the competitors and is in the process of creating an
HR framework, which would be true to the industry, sector, and organization, thereby increasing
the ability of your Company to attract the right set of talent in new age capabilities such as Tech,
Digital Marketing, M&A, etc.
With the investments made towards the ethnic portfolio with players such as Sabyasachi, Tarun
Tahiliani and Shantanu & Nikhil, the main focus for FY22 had been to build a foundation for the
various Human Resource related aspects, ranging from creating policies and processes to rolling
out of non-negotiable such as POSH, Code of Conduct, among others and building cadence around
them. The HR teams have worked towards not only the creation of a highly inclusive HR Framework
but have also ensured proper implementation of the same, resulting in building a sense of equity,
fairness, and trust in Aditya Birla Group.
Sustainability
Aditya Birla Group (“ABG”) defined a Sustainable Business as one that can continue to operate
within the tightening constraints of a future world and thereby adopted a progressive target to
become a leading Indian conglomerate for sustainable business practices across global operations.
To understand and leverage the nuances that shall exist in the business ecosystem and to get
an in-depth understanding of the Environmental, Social, and Governance (“ESG”) aspects that
are relevant for the business and stakeholders, ABG has adopted the Sustainable Business
Framework through 4 dimensions (“4D”) lens approach.
Anchored by the ABG Vision and three pillars of Sustainable Business Framework - Responsible
Stewardship, Stakeholder Engagement, and Future-proofing, your Company has embarked
on the sustainability journey with the launch of the sustainability program ‘ReEarth – For our
Tomorrow’ in FY13. Your Company considers sustainability as an ability to survive and thrive in
the face of growing uncertainty and megatrends to build a sustainable business. Over the years,
your Company has achieved significant milestones across ESG aspects to unlock true potential and
deliver long-term sustainable value to the stakeholders.
Building on a commitment to foster a sustainable tomorrow and deliver sustainable fashion, your
Company successfully transitioned to sustainability 2.0 that is, from ‘Process-led to Product-led’ in
2021 with a focus on product design and development, customer centricity, and supply chain.
This transition shall embed sustainability across the whole spectrum of product life cycle and
endorses circularity, recycling, and upcycling across the value chain. This journey aims to achieve
ambitious sustainability targets and business goals while balancing risks and opportunities for all
relevant ESG initiatives.
Your Company has a robust governance mechanism, effectively overseeing a sustainability agenda
and building a conducive environment far beyond compliance requirements. In addition to the
Management Committee (“ManCom”), which periodically reviews sustainability strategy and initiatives,
your Company has evolved its RMC to Risk Management and Sustainability Committee (“RMSC”).
The RMSC is entrusted with the responsibility of monitoring and reviewing the risk management
plan, sustainability, and other such functions, as may be delegated by the Board from time to time.
Your Company believes in the transition towards sustainable fashion which requires local actions
with a focus on creating adaptable and flexible sustainable business models that build and
operate at high performance, promote life cycle thinking, source regional, embrace circular
economy principles, and ultimately contribute to shifting away from fossil fuels mitigating or
eliminating negative impacts of business.
Your Company is working towards doubling down efforts in decarbonization through enhancing
its share of renewable energy and also further reducing carbon and water footprint at both facility
and product levels. With a vision to accelerate the transition from linear to circular models,
your Company continues to emphasize integrating circular principles across the value chain and
establishing last mile traceability for pre-and post-consumer waste.
In the sustainability journey, the focus on sustainable raw materials has always been incremental
every year. Your Company continues its efforts towards sustainable packaging and enhanced
alternate packaging measures through deploying bio-degradable polybags and strengthened
plastic waste management in adherence to Extended Producer Responsibility guidelines.
Your Company’s sustainability maturity and leadership have contributed to the achievement of
global recognition and various accolades in this decade of the sustainability journey. This year, your
Company continued to receive accolades from prominent forums and organizations.
• Retained as Asia’s ‘Most Sustainable Company’ in the Textile, Apparel & Luxury Goods
Industry’ by S&P Global CSA 2021
• Included in the S&P Global Sustainability Yearbook 2022, the world’s most comprehensive
publication on corporate sustainability
• Awarded ‘Gold Shield’ for Reporting on Sustainable Development Goals by ICAI Sustainability
Reporting Awards 2021
• Recognized with Excellence Award in IGBC Performance Challenge 2021 for the LBRD
Warehouse, Bengaluru
• Sollepura Village, Tamil Nadu awarded ‘PLATINUM’ certification from Indian Green Building
Council (“IGBC”) – a testament to our social responsibility programs
Taking cognizance of the sustainability philosophy and commitment, Your Company’s sustainability
strategy has been effectively embedded across core business strategies, operations and investments.
Your Company is working towards accelerating advocacy and exploring innovative solutions with
a prime focus on circularity, sustainability sourcing and low carbon pathway. This journey requires
deep collaboration across the entire value chain envisaging radical transformation benefiting the
entire ecosystem.
Along with existing collaboration and partnerships with the Ellen McArthur foundation and
Circular Apparel Innovation Factory (“CAIF”), Your Company has made a large stride in the
circularity journey through its collaboration with the ‘GIZ’ a German Government agency in a
‘private-public development partnership project’ with an aim to strengthen circular business
practices for the Indian market. This collaboration shall focus on material innovation, reduce inputs
of harmful substances, increase textile-to-textile recycling, develop alternatives to plastic packaging,
and foster traceability. This will support the industry to match supply and demand, which was
witnessing pressure due to resource constraints.
Over the years, Your Company participated and collaborated with various global platforms and
ESG Indices such as UNEP, SAC, ZDHC, SU.RE, CII, FICCI, IACC, S&P Global. These strategic
collaborations and participation assisted you in staying relevant and also provided an opportunity
to benchmark Your Company’s sustainability performance with domestic and global peers.
17
Finally, Your Company believes in adopting a pragmatic approach that will contribute to holistic
growth taking the business to 2030 and beyond. In this ‘Decade of Action’, Your Company shall
continue to transform ambition into effective actions ensuring alignment not just to Company’s
sustainability goals but also to regional, national and global goals.
Risk management
Effective governance and risk management form the bedrock of a Company’s sustained performance.
Your Company has a robust Enterprise Risk Management framework, which helps in identifying,
evaluating, mitigating, and reporting risks. Your Company has adopted a Risk Management Policy in
line with provisions of the Companies Act and Listing Regulations. Your Company has constituted a
Risk Management and Sustainability Committee (“RMSC”) to monitor risks on a continuous basis,
which is supported by an internal risk management committee comprising experts from various
business processes and segments including subsidiaries. The internal risk management committee
also reviews developments in the socio-economic environment and identifies internal threats
and opportunities, updates the framework, and refines processes and systems for mitigation.
The Company has also laid down procedures wherein the committee on a periodic basis informs
the Audit Committee as well as the Board of Directors about risk assessment and effectiveness of
mitigation plans defined. Details of the composition of the RMSC and the Risk Management Policy,
adopted by the board, have been disclosed separately.
Key Risks
1. Rapidly changing fashion trends and consumer preferences
Rapidly changing fashion trends, deeply influenced by social and electronic media is a challenge
to apparel business models. Going forward, offerings should be highly nuanced to meet the
ever-changing fashion needs of consumers globally. Furthermore, with changing consumer
needs, new categories keep gaining relevance from a business perspective.
To mitigate this, your Company has undertaken various supply chain and digital initiatives, to
run an agile model, ensuring merchandise freshness by introducing the 12-season model, and
utilizing analytics-based planning tools for smarter merchandise management. In line with its
broader strategy, extending the brand into relevant categories, Your Company has evolved its
product portfolio, mirroring the changing consumer needs.
19
partner of choice in any new ventures. Your Company has kept a close watch on prime retail
locations and ensured tapping of opportunities which have opened up over the past year, in
wake of exits of other brands that have faced financial pressures due to the pandemic.
Road Ahead
The recovery trend observed in fourth quarter of this fiscal is a testimony to the temporary nature
of the impact of the pandemic and the resilient consumer sentiment, which is pointing towards
getting back to the stores and shopping, as soon as it is safe to move outside. The future for the
Indian apparel industry looks promising, buoyed by strong domestic consumption and export
demand. The per capita consumption of apparel will grow swiftly in the times ahead fuelled by
aspirational buying and an organised market play.
Your Company firmly believes that its formidable branded play across categories will drive rapid
growth. The post pandemic phase is expected to boost demand, as Indians from all age groups
begin moving out for work and travel, leading to sharp recovery of consumption led sectors. As
recovery happens, at the back of its bouquet of strong brands, your Company will reinforce its
leadership position in the Indian fashion and apparel sector.
Your Company has moved towards a portfolio play led strategy focused on providing a Bouquet
of offerings as it plans to take advantage of large growth opportunities across multiple segments
in line with rapidly evolving consumer shifts. Your Company will continue investing in building its
digital capabilities to make it intrinsic to its business model going forward.
(` in Crore)
Particulars Standalone (Comparable)* Consolidated (Comparable)*
Year Ended Year Ended Year Ended Year Ended
March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021
Revenue from Operations 7,824 5,181 8,136 5,249
EBITDA (1)
273 (222) 275 (271)
Finance Costs 132 274 134 275
Depreciation 215 221 235 231
Profit/ (Loss) Before Tax (1)
(74) (717) (94) (778)
Current Tax - - 21 40
Deferred Tax Assets / 33 196 47 211
(Liabilities)
Deferred Tax Assets / - (69) - (69)
(Liabilities) - One time (2)
Net Profit/ (Loss) After Tax (1) (41) (590) (67) (676)
*Comparable refers to Pre Ind AS 116 numbers.
21
Standalone performance
(` in Crore)
Particulars As at As at
March 31, 2022 March 31, 2021
Net Working Capital (3) 705 636
Net Fixed Assets (including capital work-in-progress) 674 614
Deferred Tax Asset (2)
353 321
Capital Employed 1,732 1,572
Investments (4)
835 690
Right-of-use assets 2,279 2,067
Goodwill (5) 1,860 1,860
Total Capital Employed 6,705 6,188
Net Worth 2,882 2,685
Debt 1,207 1,118
Lease Liabilities 2,616 2,386
Notes:
(1) Includes other income of ` 94 Crore (Previous year: ` 73 Crore).
(2) One-time impact of creation of deferred tax liability of ` 69 Crore as at March 31, 2021 is on account of amendment to Section
32 of the Income Tax Act, 1961, whereby Goodwill of a business will not be considered as a depreciable asset and depreciation
on goodwill will not be allowed as deductible expenditure effective April 1, 2020.
(3) Net working Capital
(` in Crore)
Particulars As at As at
March 31, 2022 March 31, 2021
Inventory 2,729 1,743
Trade Receivables 754 600
Cash and Bank Balances 108 164
Other Assets 2,009 1,581
Less: Trade Payables 3,336 2,114
Less: Other Liabilities 1,560 1,338
Net Working Capital 705 636
(4) Investments includes ` 828 Crore towards investments in Subsidiaries and Joint Venture (Previous year: ` 683 Crore).
(5) As on March 31, 2022, goodwill (after testing for impairment in accordance with the Ind AS - 36 issued by the Institute of
Chartered Accountants of India) stands at ` 1,860 Crore.
Revenue
Your Company reported revenue of ` 7,824 Crore during the financial year, recording a growth of
51% over the previous year.
Finance cost
Finance cost for the year was ` 132 Crore on a comparable basis, decreased from ` 274 Crore in
previous year, as a result of lower average borrowings primarily on account of amounts raised through
Rights and Preferential Issue during the previous year and final call of Rights Issue during the year.
The average borrowing cost for the Company marginally increased to 7.67% as compared to 7.36%
in the previous year due to higher proportion of long-term borrowings. The reported finance cost
of the Company is ` 340 Crore (previous year ` 498 Crore) due to the impact of Ind AS 116.
Depreciation
Depreciation reduced from ` 221 Crore in the previous year to ` 215 Crore during the year on
comparable basis. The reported depreciation of ` 947 Crore (previous year ` 945 Crore) includes the
impact of Ind AS 116.
Dividend
In view of accumulated losses of previous years, your directors have not recommended payment of
any dividend for the year under review.
Borrowings
Borrowings have increased marginally from ` 1,118 Crore in the previous year to ` 1,207 Crore though
the Net Debt has reduced from ` 654 Crore in the previous year to ` 562 Crore. The Company has
raised ` 803 Crore through fresh borrowings and have repaid borrowings of ` 714 Crore during the
year with average borrowing cost at 7.67%.
There is no change in the credit ratings of the Company during the year and it continues to be
AA (Stable) by CRISIL Limited, ICRA Limited and India Ratings & Research.
Non-Convertible Debentures
During the year under review, the Company has issued and allotted 4,000 Listed, Unsecured, Rated,
Redeemable Non-Convertible Debentures (“NCDs”) of the face value of ` 10,00,000 (Rupees Ten Lakh only)
aggregating to ` 400 Crore (Rupees Four Hundred Crore only) on Private Placement Basis, under Series 8.
The details of outstanding NCDs as on March 31, 2022 are disclosed in the Section ‘Shareholders’
Information’ forming part of this Annual Report.
Particulars As at As at
March 31, 2022 March 31, 2021
Debtors Turnover Ratio (times) (1) 11.55 8.02
Inventory Turnover Ratio (times) (1) 3.50 2.53
Interest Coverage Ratio (times) (1) 0.14 (1.83)
Current Ratio (times) 1.03 1.08
Debt Equity Ratio (times) 0.17 0.22
EBITDA Margin (%) 15.00 12.87
Operating Profit Margin (%) (1) 2.90 -5.37
Net Profit Margin (%) (1) -1.03 -12.54
Return on Net Worth (%) (1) -2.89 -34.46
Return on Average Capital Employed (%) (1) 3.52 -4.44
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The formulae used in the computation of the above ratios are as follows:
Ratio Formula
Debtors Turnover Ratio Revenue from Operations / Average of opening and
closing Trade Receivables
Inventory Turnover Ratio Revenue from Operations / Average of opening and closing
Inventories
Interest Coverage Ratio Earnings Before Interest* and Tax / Finance Costs*
Current Ratio Current Assets / Current Liabilities (excluding Lease Liabilities
accounted as per Ind AS 116)
Debt Equity Ratio Debt# / (Net Worth+ Lease Liabilities – Right of use)
EBITDA Margin EBITDA / Revenue from Operations
Operating Profit Margin Earnings Before Interest and Tax / Revenue from
Operations
Net Profit Margin Profit After Tax / Revenue from Operations
Return on Net Worth Profit After Tax / Average net worth
Return on Average Capital Employed Earnings Before Interest and Tax / Average Capital
Employed
*Finance cost / interest comprise of interest expense on borrowing and excludes interest on lease liabilities and interest charge on
fair value of financial institution.
Debt = Borrowings (excluding Lease Liabilities accounted as per Ind AS 116) - Cash and Bank Balance (includes FD) - Liquid Investments
#
Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year)
in the key financial ratios:
1. Debtors Turnover Ratio, Inventory Turnover Ratio, Interest Coverage Ratio, Operating Profit
Margin, Net Profit Margin, Return on Net Worth and Return on Average Capital Employed - Ratios
have improved due to increase in revenue and profitability as FY 21 was impacted on account
of COVID-19 and due to reduction in borrowings as the Company had raised the funds during
the previous year by way of Rights and Preferential Issue and Final call of Rights issue during
the year.
Consolidated performance
At consolidated level, your Company reported a revenue of ` 8,136 Crore (previous year ` 5,249 Crore) and
EBITDA of ` 1,203 Crore with EBITDA margin at 14.8% (previous year ` 628 Crore with EBITDA margin at 12.0%).
The audited financial statements of your Company for the year under review (“financial statements”) are in
conformity with the requirements of the Companies Act, 2013 read with the rules made thereunder
(“Act”) and the Indian Accounting Standards. The financial statements reflect the form and substance
of transactions carried out during the year under review and present your Company’s financial
condition and results of operations, fairly and reasonably.
a) in the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any;
b) accounting policies selected have been applied consistently and reasonable and prudent
judgments and estimates were made, so as to give a true and fair view of the state of affairs of
your Company as at the end of the year under review and the profit and loss of your Company
for the year under review;
c) proper and sufficient care has been taken for the maintenance of adequate accounting records
in accordance with the provisions of the Act, for safeguarding the assets of your Company and
for preventing and detecting fraud and other irregularities;
d) the annual accounts of your Company have been prepared on a ‘going concern’ basis;
e) adequate internal financial controls were laid down and followed by your Company and such
internal financial controls were operating effectively;
f) proper systems have been devised by your Company to ensure compliance with the provisions
of all applicable laws and such systems were adequate and operating effectively and
g) the Company has been in compliance with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
SHARE CAPITAL
a) Equity share capital
Details of changes in paid-up share capital during the year under review, are as under:
25
DISCLOSURES IN TERMS OF THE PROVISIONS OF THE ACT & SECURITIES AND EXCHANGE BOARD
OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
(“SEBI Listing Regulations”)
The Board met 7 (seven) times during the year under review. The details of such meetings
are disclosed in the Section ‘The Board of Directors’ of the Corporate Governance Report
forming part of this Annual Report.
a) Appointments
Mr. Arun Adhikari, Independent Director (DIN: 00591057) was appointed w.e.f. May 19,
2021. His appointment was approved by the Shareholders at the last Annual General
Meeting held on September 9, 2021.
The Board at its meeting held on May 18, 2022, based on the recommendation of
the Nomination and Remuneration Committee approved the following, subject to
shareholders approval:
i. Re-appointment of Mr. Ashish Dikshit (DIN: 01842066) as a Managing Director of
the Company for a further period of 5 years w.e.f. February 1, 2023 and
ii. Re-designation of Mr. Vikram Rao (DIN: 00017423) as an Independent Director for
a period of 5 years w.e.f. May 18, 2022.
During the year under review, the Board carried out the evaluation of its own performance
and that of its committees and the individual directors. The performance evaluation of
Non-Independent Directors and the Board as a whole was carried out by the Independent
Directors.
Further, pursuant to the applicable provisions of the Act, the performance evaluation criteria
for the Independent Directors is disclosed in the Section ‘Directors Details as on March 31,
2022’ of the Corporate Governance Report forming part of this Annual Report.
The Company has received necessary declaration from each Independent Director of the
Company stating that:
(i) they meet the criteria of independence as provided in Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations (“said declarations”).
(ii) they have registered their names in the Independent Directors’ Databank.
Based on the said declarations received from the Directors, the Board confirms, that the
Independent Directors fulfill the conditions as specified under Schedule V of the SEBI Listing
Regulations and are independent of the management.
The Board has constituted five committees, viz. Audit Committee, Corporate Social Responsibility
Committee, Risk Management and Sustainability Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee and is authorised to constitute other functional
Committees, from time to time, depending on business needs.
Details of all the committees, along with their charters, composition and meetings held during
the year, are provided in the Section ‘The Board Committees’ of the Corporate Governance
Report forming part of this Annual Report.
The Board has, pursuant to the recommendation of the CSR Committee, with a vision “to actively
contribute to the social and economic development of the communities in which your Company
operates and in doing so, build a better, sustainable way of life for the weaker sections of
society and raise the country’s human development index”, adopted a CSR Policy and the same
is available on the website of the Company i.e. www.abfrl.com
27
The scope of the CSR Policy is as under:
i. Planning Project or programmes which the Company plans to undertake falling within the
purview of Schedule VII of the Act and
The CSR Policy of the Company inter alia includes the process to be implemented with
respect to the identification of projects and philosophy of the Company, alongwith key
endeavours and goals i.e.
• Health care - to render quality health care facilities to people living in the villages and
elsewhere through our hospitals;
• Social cause - to bring about the social change we advocate and support.
Your Company’s CSR activities are mainly focused towards Education, Health and Sanitation,
Water, Digitalisation, Sustainable livelihood, Institutional Building and Social Causes.
An annual report on CSR activities of the Company for the financial year 2021-22 is annexed as
Annexure I to this Report.
Pursuant to Section 203 of the Act, the Key Managerial Personnel (“KMP”) of the Company as on
March 31, 2022 are:
Disclosure comprising particulars with respect to the remuneration of directors and employees,
as required to be disclosed in terms of the provisions of Section 197(12) of the Act and Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
is annexed as Annexure II to this Report.
The statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is provided in a separate annexure forming part of this report. Further, the report and the
accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section
136 of the Act, the said annexure is open for inspection and any Member interested in obtaining
a copy of the same may write to the Company Secretary.
Grant of share-based benefits to employees is a mechanism to align the interest of the employees
with those of the Company, to provide them with an opportunity to share the growth of the
Company and also to foster long-term commitment.
Your Company regards employee stock options as instruments that would enable the employees
to share the value they create for the Company in the years to come. Accordingly, in terms of the
provisions of applicable laws and pursuant to the approval of the Board and the members of
the Company, the Nomination and Remuneration Committee (“NRC”) has duly implemented the:
(b) ‘Aditya Birla Fashion and Retail Limited Employee Stock Option Scheme 2017’ (“Scheme 2017”)
and
(c) ‘Aditya Birla Fashion and Retail Limited Employee Stock Option Scheme 2019’ (“Scheme 2019”),
to grant the stock options, in the form of Options and Restricted Stock Units (“RSUs”), to the
employees of the Company.
All the Schemes of the Company i.e. Scheme 2013, Scheme 2017 and Scheme 2019 are governed
by the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (“SEBI SBEB & SE Regulations”) and in terms of the approvals granted by
the shareholders of the Company, the NRC inter alia administers, implements and monitors
the aforesaid schemes, thereby governing the grant of share based benefits to its employees,
in the form of RSUs.
Your Company has also instituted a ‘Plan for Stock Appreciation Rights Plan, 2013’ (“SAR Plan 2013”)
in the year 2013, which is a cash-based plan linked to the actual stock price movement over the
plan tenure. Further, pursuant to the enforcement of SEBI SBEB & SE Regulations, in the event
of transfer of employee to any Group Company (“said transfer”), all the options and RSUs granted to
an employee under the employee stock option scheme of the Company, if not exercised by such
employee before the last working day in the Company shall lapse as on the date of said transfer.
29
In view of the above, in order to compensate the loss to an employee due to the lapse of Options
and RSUs in the event of said transfer, your Company has instituted and implemented the ‘Aditya
Birla Fashion and Retail Limited Stock Appreciation Rights Scheme 2019’ (“SAR Scheme 2019”), to
grant SARs in the form of ‘Option SARs’ (in place of Options) and ‘RSU SARs’ (in place of the RSUs), to such
employees. During the year under review, your Company has revised the SAR Scheme 2019 to
the extent of the grant cycle, from a Biennial grant (i.e. once in 2 years) to an Annual grant cycle in
the form of Option SARs and RSU SARs.
The SAR Plan 2013 and SAR Scheme 2019, do not give rise to any right towards any equity
share of the Company and hence, they are not covered under the provisions of SEBI SBEB &
SE Regulations. On exercise of the SARs granted under the said plan / scheme, the employee
exercising the SARs becomes entitled to receive cash, in terms of the respective plan / scheme.
In terms of the provisions of Regulation 14 and Part F of Schedule I of the SEBI SBEB & SE
Regulations, details of the aforesaid schemes can be accessed at www.abfrl.com
A certificate from the Secretarial Auditor of the Company, confirming that the aforesaid schemes
have been implemented in accordance with the SEBI SBEB & SE Regulations, will be open for
inspection at the ensuing Fifteenth Annual General Meeting.
All related party transactions entered into during the year under review were approved by the
Audit Committee and the Board, from time to time and the same are disclosed in the financial
statements of your Company for the year under review. Further, pursuant to the provisions
of the Act and the SEBI Listing Regulations, the Board has, on recommendation of its Audit
Committee, adopted a Policy on Related Party Transactions and the said policy is available on
the website of the Company i.e. www.abfrl.com. Also, during the year under review, pursuant
to the amendments in the SEBI Listing Regulations, the aforesaid policy was reviewed and
amended by the Board.
Further, in terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings
of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations, all
contracts / arrangements / transactions entered into by the Company with its related parties,
during the year under review, were:
• not “material”.
All transactions with related parties are in accordance with the policy on related party transactions
formulated by the Company.
Accordingly, Form No. 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 on arm’s length basis” and also which are “material and on arm’s
length basis”, is not provided as an annexure to this Report.
In terms of Regulation 43A of the SEBI Listing Regulations, your Company has formulated a
Dividend Distribution Policy, with an objective to provide the dividend distribution framework to
the Stakeholders of the Company. The policy sets out various internal and external factors, which
shall be considered by the Board in determining the dividend pay-out. The policy is annexed as
Annexure III to this Report and is also available on the website of the Company i.e. www.abfrl.com
(i) acquiring the exclusive online and offline rights to the global brand ‘Reebok’ for the
Indian market and
(ii) purchase of certain assets of ‘Reebok India Company’ including inventory, currents
assets / liabilities.
On January 14, 2022, the Board of Directors approved the proposal for acquisition of 51%
stake in House of Masaba Lifestyle Private Limited (“HOMLPL”) by way of entering into a Binding
Term Sheet subject to signing of definitive agreements, completion of closing conditions
precedent to be set out in the definitive agreements and statutory approvals, if any.
On May 18, 2022, the Board of Directors noted the effectiveness of the transaction w.r.t.
acquisition of 52.4% stake in Brand ‘Masaba’ by noting completion of the closing conditions
precedent (under the definitive agreements) and authorised officers of the Company to take
necessary actions to close the acquisition by signing definitive agreements, post which the
Company will hold 52.4% stake in HOMLPL making it a subsidiary of the Company.
31
J. Proceeds from Rights Issue and Non-Convertible Debentures:
There has been no deviation in the use of proceeds of the Rights Issue and Non-Convertible
Debentures from the objects stated in the respective Offer document as per Regulation 32
of the SEBI Listing Regulations. The Company has been disclosing on a quarterly basis to the
Audit Committee, the uses / application of proceeds / funds raised from Rights Issue and
Non-Convertible Debentures and also filed with the Stock Exchanges on a quarterly basis, as applicable.
As on March 31, 2022, the Company has 5 (five) subsidiaries and 1 (one) associate company.
During the year under review, no company became / ceased to be a subsidiary / associate /
joint venture of the Company. Also, the Company did not become a part of any joint venture
during the year.
Pursuant to the provisions of Section 129(3) of the Act, read with the Companies (Accounts)
Rules, 2014 and in accordance with applicable accounting standards, a statement containing the
salient features of financial statements of your Company’s subsidiaries and associate in Form
No. AOC-1 is annexed as Annexure IV to this Report.
In accordance with the provisions of Section 136 of the Act and the amendments thereto,
and the SEBI Listing Regulations, the audited financial statements, including the consolidated
financial statements and related information of the Company and financial statements of your
Company’s subsidiaries, joint ventures / associate companies have been placed on the website
of your Company viz. www.abfrl.com.
Your Company has formulated a Policy for determining Material Subsidiaries. The said policy is
available on the website of the Company i.e. www.abfrl.com. However, the Company does not
have any material subsidiary as defined under Regulation 16(1)(c) of the SEBI Listing Regulations.
Your Company consciously makes all efforts to conserve energy across all its operations.
A report containing details with respect to conservation of energy, technology absorption and
foreign exchange earnings and outgo, required to be disclosed in terms of Section 134(3)(m) of
the Act read with the Companies (Accounts) Rules, 2014, is annexed as Annexure V to this Report.
M. Vigil Mechanism
The Board, on recommendation of its Audit Committee, has adopted a Vigil Mechanism / Whistle
Blower Policy and the details of which are provided in the Corporate Governance Report forming
part of this Annual Report.
Adequate safeguards are provided against victimization to those who avail of the mechanism
and direct access to the Chairperson of the Audit Committee is provided to them. The
details of establishment of vigil mechanism is also available on the website of the Company
i.e. www.abfrl.com
N. Risk Management
Your Company has framed and implemented a Risk Management Policy in terms of the provisions
of Regulation 21 of the SEBI Listing Regulations, for the assessment and minimization of risk,
including identification therein of elements of risk, if any, which may threaten the existence of
the Company.
The policy is reviewed periodically by the Risk Management and Sustainability Committee along
with the key risks and related mitigation plans. More details on risks and threats have been
disclosed hereinabove, as part of the Management Discussion and Analysis.
Further, in view of the ever-increasing size and complexity of the business operations, your
Company is exposed to various risks emanating from frauds. Accordingly, the Board, on
recommendation of the Audit Committee, has adopted an Anti-Fraud Policy and a Whistle
Blower Policy, to put in place, a system for detecting and / or preventing and / or deterring
and / or controlling the occurrence of frauds.
In terms of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the Board of
your Company, on recommendation of the NRC, had adopted a Nomination Policy, which inter alia
enumerates the Company’s policy on appointment of directors, KMP and senior management.
Further, the Board, on recommendation of NRC, has also adopted a policy entailing Executive
Remuneration Philosophy, which covers remuneration philosophy covering the directors, KMP,
senior management and other employees of the Company.
Both the aforesaid policies, as amended from time to time pursuant to the amendment in the
applicable regulatory provisions, are available on the website of the Company i.e. www.abfrl.com
The Nomination Policy is enacted mainly to deal with the following matters, falling within
the scope of the NRC:
• 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
33
in senior management and recommend to the Board of Directors their appointment
and removal from time to time;
• To review and implement the succession and development plans for managing director,
executive directors and officers forming part of senior management;
• To establish evaluation criteria of board, its committees and each director and
This Policy supports the design of programmes that align executive rewards - including
incentive programmes, retirement benefit programmes, promotion and advancement
opportunities - with the long-term success of the Stakeholders of the Company.
The executive remuneration program of the Company is designed to attract, retain, and
reward talented executives who will contribute to our long-term success and thereby build
value for our shareholders and intends to:
Your Company’s sustainability initiatives are aligned with the Aditya Birla Group’s sustainability
vision, which mainly comprises of responsible stewardship, stakeholder engagement and
future-proofing. Accordingly, under the aegis of the Aditya Birla Group’s sustainability vision,
your Company is strengthening its ‘ReEarth’ programme, to design a roadmap, which will align
with the group level sustainability policies and international frameworks.
Through this mission, we hope to create a future ready organisation, which can pre-empt
imminent challenges and address the needs of all stakeholders.
In accordance with our sustainability vision and in terms of Regulation 34(2)(f) of the SEBI Listing
Regulations, a Business Responsibility and Sustainability Report forms part of this Annual Report.
Price Waterhouse & Co Chartered Accountants LLP (FRN: 304026E/E-300009), were appointed
as the Statutory Auditors of the Company at the 14th Annual General Meeting (“AGM”), for a
term of five consecutive years, till the conclusion of the 19th AGM to be held in the year 2026.
Further, the Auditors’ Report “with an unmodified opinion”, given by the Statutory
Auditors on the financial statements of the Company for financial year 2021-22, forms
part of this Annual Report. There has been no qualification, reservation, adverse
remark or disclaimer given by the Statutory Auditors in their Report for the year under review.
The notes to the financial statements are self-explanatory and do not call for any further
comments.
Pursuant to the provisions of Section 204 of the Act, M/s. Dilip Bharadiya & Associates,
Company Secretaries (CP No: 6740), were appointed as the Secretarial Auditor of the
Company, to conduct secretarial audit for the year under review.
The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as
Annexure VI to this Report. There has been no qualification, reservation, adverse remark
or disclaimer given by the Secretarial Auditor in his Report for the year under review.
During the year under review, your Company was not required to maintain cost records
under Section 148(1) of the Act. Hence, the provisions related to appointment of Cost Auditor
is not applicable.
Further, no fraud in terms of the provisions of Section 143(12) of the Act, has been reported
by the Auditors in their reports for the year under review.
With a large section of the population being vaccinated and evolving impact of the pandemic,
management has determined that COVID-19 is unlikely to have a material impact on the future
operations of the Company. Management continues to closely monitor any material changes
to future economic conditions.
S. Other Disclosures
In terms of the applicable provisions of the Act and the SEBI Listing Regulations, your Company
additionally discloses that, during the year under review:
• it has not accepted any fixed deposits from the public falling under Section 73 of the
Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on
March 31, 2022, there were no deposits which were unpaid or unclaimed and due for
repayment, hence, there has been no default in repayment of deposits or payment of
interest thereon;
35
• it has not issued any sweat equity shares;
• no significant or material orders were passed by the regulators or courts or tribunals which
impact the going concern status operations of your Company in future;
• it has not raised any funds through qualified institutions placement as per Regulation 32(7A)
of the SEBI Listing Regulations;
• it has not made application or no proceeding is pending under the Insolvency and Bankruptcy
Code, 2016 and
• it has not made any one-time settlement for the loans taken from the Banks or Financial
Institutions.
• there is no plan to revise the financial statements or directors’ report in respect of any
previous financial year;
• particulars of the loans, guarantees and investments as required under Section 186
of the Act are disclosed in the financial statements of your Company for the year
under review and
• details pertaining to unclaimed shares demat suspense account of your Company are
disclosed in the Shareholders’ Information forming part of this Annual Report.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of Corporate Governance and adheres
to the Corporate Governance requirements set out by the SEBI. The report on Corporate Governance
as stipulated under the SEBI Listing Regulations forms part of this Annual Report.
Your Company has duly complied with the Corporate Governance requirements as set out under
Chapter IV of the SEBI Listing Regulations and M/s. Dilip Bharadiya & Associates, Company Secretaries,
vide their certificate dated May 18, 2022, have confirmed that the Company is and has been compliant
with the conditions stipulated in the Chapter IV of the SEBI Listing Regulations. The said certificate
is annexed as Annexure VII to this Report.
ANNUAL RETURN
Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act and the Companies (Management
and Administration) Rules, 2014, the Annual Return in Form no. MGT-7 can be accessed on the
website of the Company i.e. www.abfrl.com
Your Company has in place a policy on Prevention of Sexual Harassment at Workplace, which is in
line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (“POSH Act”). The objective of this policy is to provide an effective complaint
redressal mechanism if there is an occurrence of sexual harassment.
This policy is applicable to all employees, irrespective of their level and it also includes ‘Third Party
Harassment’ cases i.e. where sexual harassment is committed by any person who is not an employee
of the Company.
Your Company has also set up an Internal Complaints Committee at each of its administrative office(s)
which is duly constituted in compliance with the provisions of the POSH Act. Further, the Company
also conducts interactive sessions for all the employees, to build awareness amongst employees
about the policy and the provisions of the POSH Act.
During the year under review, the Committee has received 16 complaints, all of which were resolved
with appropriate action.
Your Company has been a proud recipient of many awards and recognitions during the year under
review and significant ones amongst them are as under:
• Diamond in the “Digital Newsletter (English)” at the 11th Public Relations Council of India (PRCI)
Excellence Awards 2021.
• “Best Newsletter (English)” at The Public Relations Society of India (PRSI) National Awards 2021.
• Award in the “Internal Communications Campaign” category at the 11th Public Relations Council
of India (PRCI) Excellence Awards 2021.
• Asia’s most sustainable company in textiles, apparels and luxury goods industry by S&P Global
Corporate Sustainability Assessment (CSA), an annual evaluation of companies’ sustainability
practices. ABFRL has also been included in the S&P Global Sustainability Yearbook – the world’s
most comprehensive publication on corporate sustainability.
• Gold Shield Award in Category III for “Reporting on Sustainable Development Goals” by ICAI
Sustainability Reporting Awards 2020-21.
• Madura Clothing was recognized with the Excellence Award in “IGBC Performance Challenge
2021 for the LBRD Warehouse, Bengaluru”.
• ‘PLATINUM’ certification from Indian Green Building Council (IGBC) for its “Sollepura Village
project in Tamil Nadu for achieving Green Building Standards”.
37
• Fashion Craft won Gold in the “India Green Building Manufacturing Challenge (IGMC) 2021-22”.
• Madura Clothing received the CII-ITC Scale Award 2021 for “Supply Chain and Logistics Excellence
in the Garments and Textiles” category.
• Madura Clothing won Gold under the “ESG Sustainability & CSR Domain” at Corporate Excellence
Awards 2022 from Symbiosis.
• Madura Clothing won Gold for its “Kaizen & Poka yoke concepts” at the Quality Circle Forum
of India (QCFI) in 2021.
• Madura Clothing was awarded “Water Management Company of the year, 2021” by CII.
• Van Heusen adjudged the “IMAGES Most Admired Retailer: Best Turnaround story- Fashion”
at IMAGES Retail Awards 2021.
• Pantaloons bagged an award for “Best Store Design” in the category “Images Most Admired
Fashion Design Concept of the year” at IMAGES Retail Awards 2021.
• Jaypore bagged Silver for its “Consumer Relation Campaign (Artisans campaign)” at the 11th Public
Relations Council of India (PRCI) Excellence Awards 2021.
• Jaypore bagged Bronze in the “Excellence in Communication PR Event for its Artisans campaign”
at Imagexx 2021 Awards.
ACKNOWLEDGEMENT
We take this opportunity to thank all the customers, members, investors, vendors, suppliers, business
associates, bankers and financial institutions for their continuous support. We also thank the Central
and State Governments and other regulatory authorities for their co-operation.
We acknowledge the patronage of the Aditya Birla Group and above all, we place on record our
sincere appreciation for the hard-work, solidarity and contribution of each and every employee of
the Company in driving the growth of the Company.
Disclaimer:
Certain statements in the “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 laws and Regulations, including but not limited to those relating to
general business plans and strategy of the Company, its future outlook and growth prospects, future developments in its businesses,
its competitive and regulatory environment and management’s current views and 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, stock
availability and prices, cyclical demand and pricing in the Company’s principal markets, changes in Government Regulations, tax
regimes, competitor’s 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 assumes no responsibility to publicly amend, modify or
revise any statement, on the basis of any subsequent development, information or events, or otherwise. The “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 securities.
The financial figures have been rounded off to the nearest Rupee One Crore.
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ResearchAndMarkets.com
8. https://www.businesstoday.in/current/graphics/new-projections-on-india-gdp-for-fy21/story/429545.html
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11. https://retail.economictimes.indiatimes.com/news/industry/india-a-favourable-market-for-fashion-retailers-report/62548607
12. https://www.newindianexpress.com/business/2021/jan/15/indian-apparel-exports-to-be-on-growth-path-in-fiscal-year-2021-22-icra-2250445.html
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14. https://www.imf.org/en/Publications/WEO/Issues/2021/01/26/2021-world-economic-outlook-update
15. https://www.thehindu.com/news/national/india-stands-out-in-terms-of-vaccine-policy-says-imf-economist-gita-gopinath/article34024852.ece
16. https://www.worldbank.org/en/news/press-release/2021/01/05/global-economy-to-expand-by-4-percent-in-2021-vaccine-deployment-and-investment-key-to-
sustaining-the-recovery
17. https://www.businesstoday.in/current/economy-politics/moody-forecasts-7-gdp-contraction-for-india-in-fy21-revises-estimate-to-13-in-fy22/story/432328.html
18. https://www.business-standard.com/article/economy-policy/oecd-raises-india-s-economic-growth-forecast-to-12-6-for-2021-22-121030901665_1.html
19. https://www.livemint.com/budget/economic-survey/economic-survey-2020-21-key-takeaways-11611915899230.html
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21. https://www.fibre2fashion.com/industry-article/8601/statistics-about-women-s-fashion-industry
22. https://www.business-standard.com/article/economy-policy/moody-s-slashes-indian-economy-growth-forecast-by-30-bps-to-8-8-for-2022-122052600795_1.
html#:~:text=%22We%20have%20lowered%20our%20calendar,per%20cent%2C%E2%80%9D%20Moody’s%20said.
23. https://www.imf.org/en/Publications/WEO/Issues/2022/04/19/world-economic-outlook-april-2022
24. https://retailasia.com/fashion/in-focus/indias-apparel-sales-return-pre-pandemic-levels-in-2022-globaldata
25. https://www.fibre2fashion.com/industry-article/8698/global-apparel-market-outlook-an-overview#:~:text=The%20global%20apparel%20industry%20
was,comparison%20to%20the%20last%20year.&text=During%20the%20forecast%20period%202020,in%20the%20Asia%2DPacific%20market.
26. https://www.financialexpress.com/brandwagon/athleisure-breaking-a-sweat/2494531/
27. https://in.fashionnetwork.com/news/India-s-apparel-sales-to-reach-pre-pandemic-levels-in-2022-says-globaldata,1393796.html
39
ANNEXURE I
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
FOR THE FINANCIAL YEAR 2021-22
3. Composition of CSR Committee, CSR Policy and CSR projects approved by the Board are disclosed
on the website of the Company as mentioned below:
i. Composition of CSR Committee : www.abfrl.com/corporate-governance/
ii. CSR Policy : www.abfrl.com/docs/corporate_governance/policies/
Corporate_Social_Responsibility_Policy_new.pdf
iii. CSR Projects : www.abfrl.com/sustainability/corporate-social-
responsibility/
4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8
of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the
report) : Not Applicable
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the
financial year, if any: NIL (The Company has spent more than the mandatory requirement under the Companies Act,
2013 but the same is not proposed to be set-off)
6. Average net profit of the company as per section 135(5): ` (227.13) Crore
7. (a) Two percent of average net profit of the Company as per Section 135(5): Nil
(b) Surplus arising out of the CSR projects or Programmes or activities of the previous financial
years: Nil
(c) Amount required to be set off for the financial year, if any: Nil
(d) Total CSR obligation for the financial year (7a+7b-7c): Nil
41
Sr. Name of the Item from Local Location of the project Amount Mode of Mode of implementation
No. Project the list of area spent implemen- through implementing agency
activities in (Yes/ for the tation
Schedule VII to No) State District project Direct Name CSR
the Act (` in (Yes/No) registration
Crore) number
TOTAL 2.97
9. (a) Details of Unspent CSR amount for the preceding three financial years: Not Applicable
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding
financial year(s): Not Applicable
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so
created or acquired through CSR spent in the financial year:
(a) Date of creation or acquisition of the capital asset(s): Not Applicable
(b) Amount of CSR spent for creation or acquisition of capital asset: Not Applicable
(c) Details of the entity or public authority or beneficiary under whose name such capital asset
is registered, their address etc.: Not Applicable
(d) Provide details of the capital asset(s) created or acquired (including complete address and
location of the capital asset): Not Applicable
11. Specify the reason(s), if the Company has failed to spend two percent of the average net profit
as per Section 135(5): Not Applicable
43
ANNEXURE II
INFORMATION: REMUNERATION OF DIRECTORS & EMPLOYEES
As per Section 197(12) of the Act & Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
d) Average percentile increase in the salaries of employees other than the managerial personnel:
~26.35%
Increase in managerial remuneration is not comparable for financial year 2021-22 as increment
and Annual Incentive Pay (“AIP”) was not processed in financial year 2020-21 in view of COVID-19
pandemic. During the year under review, AIP and Increment have been processed and paid to
the Managerial Personnel [i.e. Managing Director (MD) / Whole-time Directors (WTDs)].
g) Ratio of the remuneration of each director to the median remuneration of the employees;
and percentage increase/ (decrease) in remuneration of each Director and KMPs:
h) Affirmation that the remuneration is as per the Remuneration Policy of the Company:
It is hereby affirmed that the remuneration paid to:
b. other employees of the Company are as per the Human Resource Philosophy of the Company.
45
ANNEXURE III
DIVIDEND DISTRIBUTION POLICY
Introduction
As per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, the Company is required to formulate and disclose its Dividend
Distribution Policy. Accordingly, this Dividend Distribution Policy was approved by the Board of
Directors of the Company (“the Board”) at its meeting held on February 3, 2017.
The objective of this policy is to provide the dividend distribution framework to the Stakeholders of
the Company.
The Board shall recommend dividend in compliance with this policy, the provisions of the Companies
Act, 2013 and Rules made thereunder and other applicable legal provisions.
General
Retained earnings will be used inter alia for the Company’s growth plans, working capital requirements,
debt repayments and other contingencies.
If the Board decided to deviate from this policy, the rationale for the same will be suitably disclosed.
This policy would be subject to revision / amendment on a periodic basis, as may be necessary.
This policy (as amended from time to time) will be available on the Company’s website and in the
Annual Report.
ANNEXURE IV
FORM AOC - 1
PURSUANT TO FIRST PROVISO TO SUB SECTION (3) OF SECTION 129 OF COMPANIES ACT, 2013
READ WITH RULE (5) OF COMPANIES (ACCOUNTS) RULES, 2014
Statement containing salient features of the consolidated financial statement of
Subsidiaries or associate companies / Joint Ventures
Part “A” - Subsidiaries :
(` in Crore)
Sr. Particulars Name of the subsidiary companies
No. Jaypore TG Apparel & Finesse Sabyasachi Indivinity
E-Commerce Decor Private International Calcutta LLP Clothing Retail
Private Limited Limited Design Private (formerly Private Limited
Limited M/s. Sabyasachi
Couture)*
1 Date since when subsidiary was acquired July 02, 2019 July 02, 2019 July 26, 2019 February 24, 2021 March 26, 2021
2 Reporting period 2021-2022 2021-2022 2021-2022 2021-2022 2021-2022
3 Reporting currency INR INR INR INR INR
4 Share capital / Partner’s capital account 14.70 0.01 1.47 799.91 35.00
5 Reserves & surplus 58.46 (0.46) 16.62 (3.76) 3.62
6 Total assets 144.64 1.69 89.27 999.50 136.96
7 Total liabilities 71.48 2.14 71.18 203.35 98.34
8 Investments 38.21 - 13.02 7.15 12.34
9 Turnover 39.85 - 46.22 229.42 1.57
10 Profit / (Loss) before taxation (34.43) (0.21) (10.73) 44.67 (30.59)
11 Provision for taxation (8.71) - (3.19) 16.95 -
12 Profit / (Loss) after taxation (25.72) (0.21) (7.54) 27.72 (30.59)
13 Proposed Dividend - - - - -
14 % of shareholding 100.00% 100.00% 58.69% 51.00% 80.00%
* Financial Statement of Sabyasachi Inc. has been consolidated with Sabyasachi Calcutta LLP.
47
ANNEXURE V
A. CONSERVATION OF ENERGY
Energy conservation measures at your Company are looked at in synergy with Carbon Footprint
and Green Building initiatives and your Company has taken actions to reduce its energy & carbon
footprint.
Energy conservation measures are taken during the financial year 2021-22
• Your Company’s constant endeavor is to reduce energy consumption and implement various
initiatives across the operations, including ensuring optimum internal and external lighting,
installation of LED lights, VFDs and efficient equipment’s and also designing new facilities
and stores embracing green concepts.
• The operational efficiency initiatives across our manufacturing units have yielded a year-
on-year reduction of ~4% in energy intensity at a garment level.
• As a result of these initiatives taken, your Company has saved ~ 0.69 Lakh units of energy
during the year which resulted in a reduction of ~54 tCO2e (tons of Carbon Dioxide equivalent)
emissions.
• Your Company continues to innovate scalable opportunities to enhance the operational
efficiency across its facilities and retail spaces to cut down on overall energy usage and
progress further in the decarbonization journey.
Renewable energy initiatives taken by the Company for utilizing & enhancing alternate sources
of energy
• ~33% of our total energy requirement (i.e. in TOE) is met through renewable energy sources
with help of increasing use of renewable electricity and renewable fuel.
• Solar rooftop plant with capacity of more than 2 MWp has been operational across 6 facilities
(i.e. 4 factories and 2 warehouse) enabling us to generate more than ~22 Lakh units (kWh) which
resulted in reduction of ~1,721 tCO2e (tons of Carbon Dioxide equivalent) emissions.
• Further, usage of 4,821 Tons of briquettes (biomass and wood) in the boilers, as a renewable fuel
for steam generation at the manufacturing units of the Company, has cut down significant
amount of Greenhouse Gas emissions.
B. TECHNOLOGY ABSORPTION
• There has been no import of technology in the financial year 2021- 22.
• Foreign exchange outgo for the year under review: ` 808.46 Crore (vis-à-vis ` 418.27 Crore during
the previous year).
ANNEXURE VI
FORM NO. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2022
(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule no. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014)
To,
The Members,
ADITYA BIRLA FASHION AND RETAIL LIMITED
Piramal Agastya Corporate Park,
Building A, 4th and 5th Floor,
Unit No. 401, 403, 501, 502, L.B.S Road,
Kurla Mumbai -400070
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and
the adherence to good corporate governance practices by Aditya Birla Fashion and Retail Limited
(hereafter referred to as “the Company”). Secretarial Audit was conducted in a manner that provided us a
reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our
opinion thereon.
On account of the ongoing and evolving COVID-19 pandemic and consequent lockdown as directed
by the Central and State Government(s), the process of audit has been modified. Some of the documents /
records / returns / registers / minutes were not verified physically, however, the documents were
made available in electronic mode and were verified based on the representations received from
the Company for its accuracy and authenticity. Our report also covers the due adherence of the
miscellaneous circulars / notifications / guidelines as issued by the regulatory bodies from time
to time. Further, we have verified 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 financial year ended on March 31, 2022 (“the Audit
period”), the Company has complied with the statutory provisions listed hereunder and has proper
Board processes and compliance mechanism, in place, to the extent, in the manner and subject to
the reporting made hereinafter:
1. We have examined the books, papers, minute books, forms and returns filed and other records
maintained by the Company for the Audit period, and have relied on the records, documents and
information shared electronically with us by the Company due to extra-ordinary circumstance
of COVID-19, according to the applicable provisions of:
(i) The Companies Act, 2013 (“the Act”) and the rules made thereunder and the Companies Act,
1956;
(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;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (“SEBI Act”) and circulars issued under:
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
49
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018;
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,
2014 and The Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021;
(e) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the Act and dealing with client;
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities
Regulations, 2008 and The SEBI (Issue and Listing of Non-Convertible Securities
Regulations, 2021; and
(g) The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”);
2. We have relied on the representations made by the Company and its officers and report of
the Statutory Auditor, Internal Auditor and other designated professionals for systems and
mechanism formed by the Company for compliances under the following other applicable Laws,
including but not limited to:
(a) Acts prescribed related to Retail activities.
(b) Labour Laws and other incidental laws related to labour and employees appointed by the
Company either on its payroll or on contractual basis as related to wages, gratuity, provident
fund, Employees’ State Insurance Corporation, compensation etc.;
(c) Local Municipal Corporation Act & Bye Laws (city-wise);
(d) Shops and Establishment Act & Rule (State wise);
(e) The Consumer Protection Act, 2019 and rules made thereunder;
(f) Legal Metrology Act, 2009;
(g) Acts prescribed under prevention and control of pollution;
(h) Acts prescribed under Environmental protection;
(i) Acts as prescribed under Direct Tax and Indirect Tax including GST and others;
(j) Land Revenue laws of respective States;
(k) Labour Welfare Act of respective States;
(l) Local laws as applicable to various stores as per the respective Municipal Authority;
(m) The Indian Copyright Act, 1957;
(n) The Patents Act, 1970;
(o) The Trade Marks Act, 1999.
3. We have also examined compliance with the applicable clauses of the following:
(i) The Secretarial Standards issued by ‘The Institute of Company Secretaries of India’ with
respect to board and general meetings.
(ii) The Listing Agreements entered into by the Company with BSE Limited (“BSE”) and National
Stock Exchange of India Limited (“NSE”) (hereinafter collectively referred to as “Stock Exchanges”), read
with the Listing Regulations.
During the period under review, the Company has complied with all the applicable provisions of
the above Regulations and circulars/ guidelines issued thereunder except Regulation 17(1)(b) upto
May 19, 2021 pursuant to which it has paid the fine to the Stock Exchanges and delay in filing
application for trading approval of right issue where the Company has paid the fine imposed by
Bombay Stock Exchange. In this matter, the Company has approached BSE Limited for waiver of
the said fine levied. The Company is in due compliance with the above mentioned regulations as
on the date of this report.
We further report that the Board of Directors of the Company is constituted with proper balance
of Executive Directors, Non-Executive Directors and Independent Directors (except to the extent
mentioned above). 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 and Listing
Regulations.
Adequate notice was given to all Directors w.r.t. the Board / Committee Meetings held during the
year. Agenda and detailed notes on agenda were sent 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.
All resolutions / decisions, including Circular Resolutions of the Board of Directors and its Committees
are approved by the requisite majority and are duly recorded in the respective minutes.
Majority decisions are carried through, while the dissenting views of the Directors / Members, if any,
are captured and recorded as part of the minutes.
51
C. Issue of Non-Convertible Debentures
i. On September 09, 2021 the Company allotted 4,000 Listed, Unsecured Rated, Redeemable
Non-Convertible Debentures aggregating to ` 400 Crores on Private Placement basis.
DILIP BHARADIYA
Partner
Place: Mumbai FCS No.: 7956, C P No.: 6740
Date: May 18, 2022 UDIN: F007956D000338220
Annexure - A
To,
The Members,
ADITYA BIRLA FASHION AND RETAIL LIMITED
DILIP BHARADIYA
Partner
Place: Mumbai FCS No.: 7956, C P No.: 6740
Date: May 18, 2022 UDIN: F007956D000338220
53
CORPORATE GOVERNANCE REPORT
Company’s Governance philosophy
Aditya Birla Group (“Group”) is committed towards the adoption of the best Corporate Governance
practices and its adherence in the true spirit, at all times.
As a part of the Group, at Aditya Birla Fashion and Retail Limited (“Your Company” / “ABFRL”) we feel proud
to belong to a Group whose visionary founders laid the foundation stone for good governance long
back and made it an integral principle of the business, as demonstrated in our Group Chairman’s
Vision, Group’s purpose and Group’s values mentioned below:
“Great businesses are never built on the quick sands of opportunism. I reiterate that, if living by our values
means, perhaps growing at a pace slower than we would otherwise have liked, so be it. For us, leadership
lies at the heart of knowing what we stand for.”
- Mr. Kumar Mangalam Birla
Chairman, Aditya Birla Group
“To enrich lives, by building dynamic and responsible businesses and institutions, that inspires trust.”
- ABG Group Purpose
Acting and taking decisions in On the foundation of integrity, An energetic, intuitive zeal Thinking and working together Responding to internal and
a manner that is fair and doing all that is needed to that arises from emotional across functional groups, external customers with a
honest. Following the highest deliver value to all engagement with the hierarchies, businesses and sense of urgency. Continuously
standards of professionalism stakeholders. In the process, organisation that makes work geographies. Leveraging striving to finish before
and being recognised for doing being accountable for our own joyful and inspires each one to diverse competencies and deadlines and choosing the
so. Integrity for us means not actions and decisions, those of give his or her best. A perspectives to garner the best rhythm to optimise
only financial and intellectual our team and those on the voluntary, spontaneous and benefits of synergy while organisational efficiencies.
integrity, but encompasses all part of the organisation for relentless pursuit of goals and promoting organisational unity
other forms as are generally which we are responsible. objectives with the highest through sharing and
understood. level of energy and collaborative efforts.
enthusiasm.
- ABG Values
Your Company’s philosophy on Corporate Governance enshrines the goal of achieving the highest
level of transparency, accountability, sustainability and ethical behaviour in all aspects. It is always
ensured that the performance is driven by integrity & values and that business is done in the right
way. It treats all its stakeholders fairly and equitably. It respects minority rights and aims to enhance
long-term stakeholder value without compromising on ethics. We believe that if something is
important enough to be done, it is important that we do it ethically.
Your Company at all times strives to develop, strengthen and uphold the abovementioned corporate
governance principles, systems and processes, in practice. Your Company keeps its governance
practices under continuous review and benchmarks itself to best practices across the globe.
Also, your Company ensures that its governance framework incorporates the amendments introduced
from time to time in various laws applicable to the Company and that the same is complied with on
or before the relevant due dates.
Your Company’s governance rests on the highest standards of business ethics and corporate
governance. The governance philosophy of the Group and your Company rests on following basic
tenets viz.
Monitoring Ethics
Effective monitoring and reviewing the risk Our practices ensure that we maintain high
management framework and associated standards of ethics.
practices is ensured.
Control Review
Effective control systems are maintained to Regular review of processes and management
ensure efficient conduct of business and systems for improvement are ensured.
discharge of responsibilities. .
The distilled wisdom of your Company has reinforced stakeholders trust and confidence, attracting
and retaining financial and human capital and has helped us enormously in fulfilling societal
aspirations.
To succeed, we believe, requires highest standards of corporate behaviour towards everyone we
work with, the communities we touch and the environment on which we have an impact. This is our
road to consistent, competitive, profitable and responsible growth and creating long-term value for
our stakeholders.
In line with the above philosophy, your Company continuously endeavours for excellence and
focuses on enhancement of long-term stakeholders’ value through adoption of and adherence with
the best governance practices, in true spirit at all times.
A report on compliance with the Corporate Governance provisions as prescribed under the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”) is given herein below:
55
Committees of the Board viz. Audit Committee (“AC”), Stakeholders Relationship Committee (“SRC”),
Nomination and Remuneration Committee (“NRC”), Corporate Social Responsibility Committee
(“CSRC”) & Risk Management and Sustainability Committee (“RMSC”) handle specific responsibilities
and empower the functioning of the Board through flow of information amongst each other and
by delivering a focussed approach and expedient resolution on diverse matters. Non-statutory
Committees of the Board, are formed from time to time, basis the requirements of the Company.
Details of the aforesaid Committees are covered in the Section ‘the Board Committees’ of this report.
The Company strives to maintain an appropriate balance of skills and experience within the
organisation and the Board in an endeavour to introduce new perspectives while maintaining
experience and continuity.
Board Composition
An independent and well-informed Board goes a long way in protecting the stakeholders’ interest.
The composition of your Company’s Board represents an optimal mix of professionalism,
knowledge, experience that enables the Board in discharging its responsibilities and providing
effective leadership and support to the business. The composition, diversity and strength of the
Board is reviewed from time to time for ensuring that the same is in line with the applicable laws
and also that it remains aligned with the strategy and long term needs of the Company.
Detailed profile of the Board of Directors of the Company along with skills/expertise/ competencies
pursuant to Schedule V of the SEBI Listing Regulations, is provided separately in the ‘Corporate
Information’ Section of this Annual Report.
Percentage of Board Positions
As on March 31, 2022, the Board comprised
of 12 members (as against 11 members Non-executive Independent
17% Directors
as on March 31, 2021), consisting of 3 Non- 33%
Non-executive Directors
Executive Directors (including one Chairman),
25% Executive Directors
3 Executive Directors and 6 Independent
Women Independent
Directors. 25% Director
Committees’ Composition:
Mr. Sunirmal Mr. Himanshu Ms. Sukanya Kripalu Mr. Himanshu Mr. Sunirmal
Talukdar Kapania Kapania Talukdar
(Chairperson) (Chairperson) (Chairperson) (Chairperson)
(Chairperson)
Mr. Himanshu
Ms. Sukanya Kripalu Mr. Nish Bhutani Mr. Nish Bhutani
Ms. Sukanya Kripalu Kapania
Mr. Yogesh
Mr. Arun Adhikari(2) Mr. Arun Adhikari(2) Ms. Preeti Vyas(2)
Choudhary(2)
Mr. Himanshu
Kapania(3)
Mr. Ashish Dikshit, Managing Director of your Company, is a Permanent Invitee of all the
Committees. Ms. Geetika Anand, Company Secretary of your Company, acts as the Secretary to
all the Committees. They attended all the meetings / matters of the Board and Committees held
during the financial year, except those in which they were interested.
The AC is governed by a Charter, which is in line with Section 177 of the Act and Regulation 18
read with Part C of Schedule II of the SEBI Listing Regulations. The AC Charter was revised on
February 4, 2022. The scope, functions and overall responsibility of the AC is to supervise the
Company’s internal controls and financial reporting process. The brief description of the terms
of reference is available on the website of the Company i.e. www.abfrl.com.
Your Company also has in place a Forex policy, which mentions measures 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.
The quorum and composition of the AC are in accordance with Section 177 of the Act and
Regulation 18 of the SEBI Listing Regulations.
57
B. Nomination and Remuneration Committee (“NRC”):
The composition, quorum, powers, role and scope of the NRC are in accordance with Section
178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations.
The Committee is governed by a Charter which is also in line with the Section 178 of the Act.
The NRC Charter was revised on February 4, 2022.
The overall responsibility of the NRC is to approve and recommend to the Board matters
relating to the appointment and remuneration of the Company’s Executive Directors, KMP and
senior management, in line with the Nomination Policy and Executive Remuneration Policy of
the Company.
The broad terms of reference of the NRC, in terms of the Section 178 of the Act and
Regulation 19 of the SEBI Listing Regulations is available on the website of the Company i.e.
www.abfrl.com.
The composition, quorum, powers, role and scope of the RMSC are in accordance with the
applicable provisions of the Act and Regulation 21 read with Part D of Schedule II of the SEBI
Listing Regulations. The RMSC Charter was revised on February 4, 2022.
Business risk evaluation and its management is an on-going process within the Company.
The RMSC is inter alia entrusted with the responsibility of monitoring and reviewing the risk
management plan, sustainability and the cyber security of the Company and such other
functions as may be delegated by the Board from time to time. The brief description of the
terms of reference is available on the website of the Company i.e. www.abfrl.com.
Mode
The Board meets at regular intervals as per the pre-scheduled Calendar to discuss and decide on
strategies, policies and reviews the financial performance of the Company, in person or through
the Video-conferencing facility (to enable the directors travelling abroad or present at other locations to be able
to participate in the meetings). Such meetings, if conducted physically, are convened generally at the
Registered Office / Corporate office of the Company / Group.
59
Paperless Meetings
In line with our sustainability vision and with a view to reducing paper consumption and leveraging
technology, a paperless mechanism of conducting Meetings was set-up in the year 2018. Since then,
the Company has been conducting all its meetings through a web-based application. The Directors
have been provided with iPads to enable smooth and safe access to information at all times. All
the information relating to a meeting (as detailed in the section ‘Information provided to / placed before the
Board / Committees’ above), is provided to the Directors by uploading through the application. The said
application meets high standards of security and integrity required for storage and transmission.
The Chief Executive Officers of various businesses, Chief Financial Officer, Senior Management
Personnel of the Company are also invited to the Board / Committee meetings.
In addition, representatives of the Statutory Auditors and Internal Auditors of your Company are
also invited to the Committee meetings for providing such information as may be necessary.
Your Company has provided an avenue to the Statutory Auditors to have a separate discussion with
the Chairperson and members of the AC without the presence of executives, prior to declaration of
the financial results, whenever requested.
61
Category Name of the At ABFRL In other companies
Director Directorships Committees(2)
Tenure Shareholding Total(1) In listed entities
(in ~ yrs)
Mr. Nish 1.9 - - - -
Bhutani
Ms. Preeti Vyas 0.12 - 1 As ID(3): 1M
Century Textiles and
Industries Ltd.
Ms. Sukanya 7.4 - 5 As ID(3): 6M
Kripalu 1) Ultratech Cement Ltd.
2) Colgate - Palmolive
(India) Ltd.
3) Entertainment
Network (India) Ltd.
Mr. Sunirmal 2.0 - 7 As ID(3): 7M
Talukdar 1) India Carbon Ltd.
(including
2) Clariant Chemicals
4 as
(India) Ltd.
3) Titagarh Wagons Ltd. Chairman)
4) Sasken Technologies
Ltd.
Mr. Yogesh 1.0 - 1 - -
Chaudhary
Executive Mr. Ashish Dikshit 4.1 1,29,588 4 - -
Ms. Sangeeta 1.1 - 5 - 2M
Pendurkar
Mr. Vishak Kumar 1.1 1,37,915 - - -
(1) Computed basis directorships in all public limited companies (including deemed public company), whether listed or not
and excludes this Company, foreign companies, private limited companies and Section 8 companies.
(2) in Audit Committee and Stakeholders Relationship Committee of other public limited companies (including deemed
public).
Basis the disclosures received from the Directors as on March 31, 2022, it is confirmed that none
of the directors:
(a) is on the Board of more than:
i. 20 (twenty) companies;
ii. 10 (ten) public limited companies;
iii. 7 (seven) listed entities;
(b) is a member in more than 10 (ten) Audit and / or Stakeholders Relationship Committees, across
all public limited companies (including deemed public);
(c) is a Chairperson of more than 5 (five) Audit and / or Stakeholders Relationship Committees
across all public limited companies (including deemed public) and
(d) have any inter-se relationship with the Board members.
Executive Directors:
The Executive Directors on the Board have been appointed as per the provisions of the Act and serve
in accordance with the terms of their contract of service with the Company. They are appointed by
the Shareholders for a period of five years but can be re-appointed on completion of the term, if
eligible. Either party may terminate their employment by giving three months’ notice.
Independent Directors:
As trustees of shareholders, Independent Directors play a pivotal role in upholding corporate
governance norms and ensuring fairness in decision-making. Being experts in various fields, they
also bring independent judgement on matters of strategy, risk management, controls and business
performance.
All Independent Directors on the Board are Non-Executive Directors as defined under Regulation
16 of the SEBI Listing Regulations. Independent Directors hold office for upto two terms of five
years each. As regards the appointment and tenure of the Independent Directors, the Company
has complied with the provisions of the Act and the SEBI Listing Regulations. All the Independent
Directors have confirmed that they meet the criteria of independence as mentioned under Section
149(6) of the Act and Regulation 16 of the SEBI Listing Regulations.
Further, in opinion of the Board, the Independent Directors fulfil the conditions specified in
Regulation 16 and 25 of the SEBI Listing Regulations and are independent of the management.
The Independent Directors on the Board of your Company are experienced, competent and
highly respected individuals in their respective fields, which brings an ideal mixture of expertise,
professionalism, knowledge and experience to the table.
• Databank registration:
Further, pursuant to a notification dated October 22, 2019 issued by the Ministry of Corporate
Affairs, all Independent Directors have completed the registration with the Independent
Directors Databank. Requisite disclosures have been received from the Independent Directors
in this regard.
63
• Evaluation criteria for Independent Directors:
The performance of the Independent Directors of the Company is evaluated on the criteria
more particularly as to how an Independent Director:
i. invests time in understanding the Company and its unique requirements;
ii. brings in external knowledge and perspective to the table for discussions at the meetings;
iii. expresses his / her views on the issues discussed at the Board and
iv. keeps himself / herself current on areas and issues that are likely to be discussed at the
Board level.
Pursuant to the amendment in the SEBI Listing Regulations, in addition to the above criteria the
evaluation criteria for Independent Directors also include fulfilment of the independence criteria
as specified in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and
their independence from the management.
Remuneration:
In terms of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, your Company
has a Nomination Policy in place, which inter alia enumerates the appointment of directors, KMP’s
and senior management. Further, the Company also has an Executive Remuneration Policy, which
indicates the remuneration philosophy covering the directors, KMP’s, senior management and
other employees of the Company.
Both the aforesaid policies, as amended from time to time, are available on the website of the
Company i.e. www.abfrl.com.
The Policies and the NRC Charter broadly lay down the guiding principles, philosophy and the basis
for payment of remuneration to the Executive Directors (comprises of salary, allowances, perquisites, stock
options, performance linked income/ bonus and other retirement benefit funds, as may be approved by the members of
the Company), KMP’s and senior management. Further, the Company has in place a system where all
the Directors, KMP’s and senior management of the Company are required to disclose all pecuniary
relationships or transactions with the Company. Also, the Company does not pay any severance
fees to its directors.
Sitting fees to the Non-Executive Directors and Independent Directors are recommended by the
NRC and approved by the Board.
Annual increments to Executive Directors are linked to performance and are decided by the NRC
and recommended to the Board for approval thereof. The performance review system is primarily
based on competencies and values. The Company closely monitors the growth and development of
top talent in the Company to align personal aspirations with the organisational goals and objectives.
Also, your Company has a policy of not advancing any loans to its directors, except to the Executive
Directors, in the normal course of employment.
Your Company does not have any pecuniary relationship with any of the Non‑Executive Directors
and they do not hold any convertible instruments in the Company.
Further, requisite disclosure with respect to the details of fixed component and performance linked
incentive, in terms of the provisions of Part C of the Schedule V of the SEBI Listing Regulations
and in terms of the provisions of sub-clause (IV) of the second proviso to clause (B) of Section II of
Part - II of Schedule V of the Act, have been made in the Annual return in Form no. MGT- 7 disclosed
on the website of the Company i.e. www.abfrl.com.
65
By way of an introduction / induction to the Company, presentations are also made to the newly
appointed Independent Director (including Non-Executive Directors) on relevant information such
as overview of the Company’s business, offerings, market and business environment, growth and
performance, organisational set up of the Company, governance and internal control processes.
As a part of their induction process, the newly appointed Directors are taken through ‘Corporate
familiarization’ and ‘Business familiarization’. These initiatives help the Director to understand the
Company, its business and the regulatory framework in which the Company operates and equips
him / her to effectively discharge his / her role as a Director of the Company.
Further, as provided in the Act, a formal letter of appointment has been issued to the Independent
Directors and the same is also disclosed on the website of the Company i.e. www.abfrl.com.
Further, on an ongoing basis as a part of the agenda of meetings of the Board / Committee(s),
presentations are regularly made to the Independent Directors on various matters inter alia covering
the Company’s businesses and operations, strategy, risk management framework, industry and
regulatory updates and other relevant matters. These presentations enable one-on-one interaction
between the Independent Directors and the senior management of the Company / statutory
auditor / internal auditor of the Company. Additionally, visits to the stores of the Company, trade
shows, etc. are also arranged to apprise them of the actual operations of the Company.
The details of the ‘Familiarisation Programmes for Independent Directors’ are also available on the
website of the Company i.e. www.abfrl.com.
B. Postal Ballot
For matters which are urgent and require shareholders’ approval in the period between the
AGMs, the Company seeks the approval of shareholders through postal ballot. In compliance
with Sections 108 and 110 and other applicable provisions of the Act, read with the related
Rules, the Company also provides electronic voting (e-voting) facility to all its members.
During the year under review, no resolution was passed through postal ballot and as on the
date of this report no special resolution is proposed to be conducted through postal ballot.
67
MEANS OF COMMUNICATION
The Company uses the following means for communication with investors/ shareholders:
www.abfrl.com A separate dedicated Section ‘Investors’ is
maintained on the website of the Company
for ease of the shareholders. The information
Website required to be disseminated by the Company in
terms of Regulation 46 and 30 of the SEBI Listing
Regulations are uploaded on the website of the
Company. These include, more particularly, the
following:
i. Quarterly financial results and annual
financial statements;
ii. Investor presentations, press releases,
earnings call transcripts;
iii. Details of corporate governance policies,
Board committee charters and
iv. Other quarterly filings and Stock Exchange
disclosures.
‘The Business Standard’ and The quarterly financial results of the Company
‘Navshakti’ are published within the stipulated timeline, in 1
(one) English language national daily newspaper
Newspaper and regional language daily newspapers.
E-mail IDs
NEAPS (NSE Electronic Application NEAPS & NSE Digital Portal and BSE Listing
Processing System) & NSE Digital are web-based application designed by NSE
Portal, BSE Corporate Compliance & and BSE, respectively, for corporates to make
the Listing Centre submissions. All periodical compliance filings,
Portal inter alia, shareholding pattern, corporate
governance report, corporate announcements,
amongst others, are filed electronically in
accordance with the SEBI Listing Regulations.
All the disclosures made to the stock exchanges
are in a format that allows users to find relevant
information easily through a searching tool.
SEBI Complaints Redress System The Company makes use of this system which
(SCORES) is a centralised database of all complaints and
enables on-line upload of Action Taken Reports
by the Company on complaints received, on
Investor
line viewing by investors of actions taken on the
Redressal
complaints and their current status.
system
69
Without prejudice to and in addition to the same, your Company has established a policy
for employees to report to the management concerns about unethical behaviour, actual or
suspected fraud or violation of the Company’s code of conduct or ethics. The mechanism
provides adequate safeguards against any victimisation of the persons who use this mechanism.
j. Details of recommendation of any Committee of the Board not accepted by the Board and
reasons thereof
During the year under review, the Board of your Company has accepted all the recommendations
made by its Committee(s), from time to time.
k. Total fees paid, on a consolidated basis, to the statutory auditors and all entities in the network
firm / network entity of which the statutory auditors are part
During the financial year 2021-22, M/s. S R B C & Co LLP, Chartered Accountants, were the
Statutory Auditor of the Company until the 14th AGM held on September 9, 2021 and Price
Waterhouse & Co, Chartered Accountants LLP were appointed as the Statutory Auditors at the
same AGM.
Total fees of ` 1.97 Crore has been paid by the Company to the Statutory Auditors and all the
entities in the network firm/network entity of which statutory auditors is a part, for the services
provided by them during the year under review. The segregation of which is mentioned below:
(` in Crore)
Sr. Firm Name By Company By Subsidiary Total
no.
1 S R B C & Co LLP 0.26 - 0.26
2 Price Waterhouse & Co, 1.53 0.18 1.71
Chartered Accountants LLP
Total 1.79 0.18 1.97
Note: Amount of ` 0.43 Crore pertains to the audit fees of statutory auditors of Subsidiary Companies which is not
included in the above disclosure.
CSR Policy RPT Policy Policy for Determining of Material Policy for determination of
Subsidiary Companies materiality of information
or event
71
Policy for archival of Policy on Preservation Code of practices and procedures Code of Conduct for Board
documents of documents for fair disclosure of unpublished of Directors and Senior
price sensitive information Management
Human Rights Policy Safety Policy Dividend Distribution Policy Vendor Code of
Conduct Policy
Your Company also has a ‘Code of Conduct to regulate, monitor and report trading by Designated
Persons in listed or proposed to be listed securities of Aditya Birla Fashion and Retail Limited’ which
is followed by designated persons for dealing in securities of the Company.
Details of the Subsidiaries and Associate Companies forms part of the Directors Report.
73
ANNEXURE A
CEO - CFO CERTIFICATION
To the Board of Directors
Aditya Birla Fashion and Retail Limited
(1) We have reviewed the Audited Financial Statements and the cash flow statement of Aditya Birla
Fashion and Retail Limited (“Company”) for the financial year ended on March 31, 2022 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) There are, to the best of our knowledge and belief, no transactions entered into by the Company
during the financial year ended on March 31, 2022 which are fraudulent, illegal or violative of
the Code of Conduct of the Company.
(3) We accept responsibility for establishing and maintaining internal controls for financial reporting
and we have evaluated the effectiveness of 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.
(4) We have indicated to the Auditors and the Audit Committee:
I. significant changes in the Company’s internal control over financial reporting, during the
financial year ended on March 31, 2022;
II. significant changes in accounting policies, if any, during the financial year ended on March
31, 2022 have been disclosed in the notes to the Financial Statements; and
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 system over financial reporting.
ANNEXURE B
DECLARATION
To the Members of Aditya Birla Fashion and Retail Limited
I hereby declare that all the Directors and Senior Management Personnel of the Company have
affirmed Compliance with the Code of Conduct for the year ended March 31, 2022.
ANNEXURE C
CERTIFICATE FROM PRACTICING COMPANY SECRETARY W.R.T. CONFIRMATION OF
DIRECTORS’ NON-DISQUALIFICATION
To,
The Members,
ADITYA BIRLA FASHION & RETAIL LIMITED
This Certificate is being issued to the Members of Aditya Birla Fashion and Retail Limited, bearing
Corporate Identity Number (CIN) - L18101MH2007PLC233901, having its registered office address
at Piramal Agastya Corporate Park, Building A, 4th and 5th Floor, Unit No. 401, 403, 501, 502, L.B.S
Road, Kurla, Mumbai - 400070 (“the Company”) in terms of Regulation 34(3) read with Schedule V
para C Clause 10(i) of the Securities Exchange Board of India (Listing Obligation & Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”).
We believe it is the responsibility of the Directors to submit relevant documents with complete and
accurate information in accordance with the provisions of the Companies Act, 2013 (“Act”) and SEBI
Listing Regulations.
We have examined the documents and disclosures provided by the following Directors (as on March
31, 2022) in electronic mode, for the purpose of issuing this Certificate, in accordance with the
requirements under the Act and the SEBI Listing Regulations:
Based on our examination of relevant documents made available to us by the Company and such
other verifications (including Directors Identification Number (DIN) status at the portal www.mca.
gov.in) carried out by us as deemed necessary and adequate, in our opinion and to the best of our
information and knowledge and according to the explanations provided by the Company, its officers
and authorized representatives, we certify that as on date of this certificate, none of the directors
on the Board of the Company, as listed hereinabove, have been debarred or disqualified from
being appointed or continuing as Directors of the Company by Securities and Exchange Board
of India / Ministry of Corporate Affairs or any such statutory authority.
75
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the
responsibility of the management of the Company. Our responsibility is to express an opinion on
these based on our verification. This certificate is neither an assurance as to the future viability of
the Company nor of the efficiency or effectiveness with which the management has conducted the
affairs of the Company.
DILIP BHARADIYA
F.C.S No. 7956 C.O.P No. 6740
UDIN: F007956D000338231
Place: Mumbai
Date: May 18, 2022
SHAREHOLDERS’ INFORMATION
DETAILS OF FUNDS RAISED THROUGH RIGHTS ISSUE AND PREFERENTIAL ISSUE
a) Your Company approved raising of funds to the extent of ` 995 Crore by way of Rights Issue
at an issue price of ` 110 per Equity Share (including a premium of ` 100 per Equity Share) as
per the payment schedule mentioned in the letter of offer dated June 28, 2020. The Company
called up the first call and final call money on January 11, 2021 and July 5, 2021 respectively.
On September 1, 2021, the Board of Directors approved annulment of 3,67,542 partly paid-up
shares (“PPS”) which were earlier forfeited and the Company has received payment towards
2,80,504 PPS. The details w.r.t Rights Issue have been included in the Financial Statements
forming part of this Annual Report.
b) Your Company issued and allotted 7,31,70,731 Equity Shares of face value of ` 10 each on
preferential basis at a per share price of ` 195 fully paid-up, which inter-alia includes a share
premium of ` 185 aggregating to ` 1500 Crore to Flipkart Investments Private Limited (“Flipkart”)
in pursuance of the subscription agreement entered into between the Company and Flipkart.
The allotment of the aforesaid shares was made on January 28, 2021. Consequently, as on
March 31, 2022, Flipkart holds 7.80% of equity share capital of the Company.
There is no deviation in the use of proceeds of the Rights Issue and Preferential Issue, from the
objects as stated in the respective Offer documents.
GENERAL INFORMATION
[IN TERMS OF PART C, SCHEDULE V OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015]
(i) Meeting Calendar for Financial Year (April - March)
a) Ended March 31, 2022
i. Annual General Meeting (15th)
Day and date : Monday , September 5, 2022
Time : 4:00 p.m.
Venue / Mode : Video Conferencing / Other Audio Visual Means1.
1
MCA General Circular no. 02/2022 dated May 5, 2022 read with General Circular no. 20/2020 dated May 5, 2020, General Circular no. 02/2021 dated
January 13, 2021, General Circular no. 19/2021 dated December 8, 2021 and General Circular no. 21/2021 dated December 14, 2021.
77
(ii) Dividend payment date: Not Applicable
(iii) Stock Exchanges where securities of the Company are listed:
(a) Equity shares:
Stock Exchange Stock Code
BSE Limited (“BSE”) 535755 & 890148*
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001
National Stock Exchange of India Limited (“NSE”) ABFRL & ABFRLPP1*
Exchange Plaza, C-1, Block G, Bandra Kurla Complex,
Bandra (E), Mumbai - 400051
*Suspended on June 30, 2021
(c) Commercial Papers: BSE. The Company has no outstanding Commercial Paper as on
31st March 2022.
(v) Designated depository for the purpose of monitoring of Foreign Investment limits on behalf
of the Company: Central Depository Services (India) Limited (“CDSL”)
(vi) Annual listing fees for the financial year 2022-23: Has been paid to both the Stock Exchanges.
(vii) Stock market price data:
(a) Fully paid-up equity shares:
79
Closing price of your Company’s equity shares and the market capitalisation as on the
last trading day of the financial year 2021-22 i.e. March 31, 2022, were as under:
Base 100 = Friday, April 30, 2021 Base 100 = Friday, April 30, 2021
Base 100 = Friday, April 30, 2021 Base 100 = Friday, April 30, 2021
81
Category-wise shareholding pattern of the Company as on March 31, 2022:
Category No. of No. of shares No. of shares Total No. of %
shareholders (1) (Fully paid-up) (Partly paid-up) shares
(Fully & Partly
paid-up)
10.38%
14.02%
32.64% 56.09%
85.25%
As the shares lying in the said suspense account are resulting out of allotments made pursuant
to the merger activities of the Company, they shall be released as and when released by
transferor companies i.e. Future Retail Limited and Aditya Birla Nuvo Limited (now Grasim
Industries Limited). Such shareholders may also approach the Company / Registrar and
Transfer Agent of the Company (“RTA”), with their correct particulars and proof of their identity
for crediting requisite shares from the said suspense account to their individual account.
(xii) Transfer of sale proceeds of fractional shares arising out of amalgamation to Investor
Education and Protection Fund:
During the year under review, the Company was not required to transfer any fund to the
Investor Education and Protection Fund.
(xiv) Outstanding Global Depository Receipts (“GDRs”) / American Depository Receipts (“ADRs”) /
Warrants or any convertible instruments, conversion date and likely impact on equity:
Not applicable
(xv) Commodity price risk / foreign exchange risk and hedging activities:
Your Company does not engage in commodity hedging activities. The foreign currency
exposure of the Company, in respect of its imports, borrowings and export receivables, is
hedged as per the Forex Policy of the Company. The Company uses a mix of various derivative
instruments like forward covers.
83
(xvi) Investor service and grievance handling mechanism:
A robust mechanism is established by your Company which ensures efficient service to the
investors, pro-active handling of investor correspondences and redressal of grievances in an
expeditious manner. This mechanism is handled by the Compliance Officer of your Company
and the RTA, through its investor service centres which are spread across the country.
Quarterly review by the Board and Audit Committee
The Board of your Company and its Audit Committee review the status of investor complaints
on a quarterly basis.
Six-monthly / annual review by the Stakeholders Relationship Committee (“SRC”)
SRC has been constituted specifically to look into various aspects of interest of Shareholders,
Debenture Holders and other Security Holders. The SRC meets twice in a year to deliberate
on various matters with respect to stakeholders of the Company.
During the year under review, the Company received total of 114 complaints from the
shareholders. Details of complaints received alongwith their status as on March 31, 2022,
have been disclosed separately in the Corporate Governance Report forming part of this
Annual Report.
85
f. Submit Nomination Form
Section 72 of the Companies Act, 2013 (the “Act”), extends nomination facility to
individuals holding shares in physical form. Shareholders, in particular, those holding
shares in single name, may avail the above facility by furnishing the particulars of
their nominations in the prescribed Nomination Form No. SH-13 / SH-14 which can
be downloaded from the website of the Company i.e. www.abfrl.com, duly filled-in to
RTA at their address mentioned herein below. Shareholders holding shares in demat
form may contact their respective DPs for availing this facility / change an existing
nomination.
g. Service of documents through electronic means
Your Company holds its green initiative in high regard. Pursuant to Section 101 and 136
of the Act, companies can serve Annual Reports and other communications through
electronic mode to those shareholders who have registered their e-mail address either
with the Company or with the DPs. Accordingly, shareholders who have not registered
their e-mail addresses so far, are requested to register the same, by submitting a duly
filled ‘E-communication Registration Form’ available on the website of the Company
i.e. www.abfrl.com, to RTA / Company on its designated e-mail Id i.e. secretarial@abfrl.
adityabirla.com.
h. Deal with registered intermediaries
Shareholders should transact through a SEBI registered intermediary, as it will be
responsible for its activities and in case the intermediary does not act professionally,
the matter can be taken up with SEBI / Stock Exchanges.
i. Monitor holdings regularly
Demat account should not be kept dormant for a long period of time. Periodic
statement of holdings should be obtained from the concerned DP and holdings should
be verified. Where the shareholder holding shares in demat form is likely to be away
for a long period of time, such shareholder can make a request to the DP to keep the
account frozen, so that there can be no debit to the account till the instruction for
freezing the account is countermanded by the shareholder.
j. Mergers and demergers
Details of mergers and demergers are available on the website of the Company i.e.
www.abfrl.com. Shareholders may also send a request to the Company for availing the
said details by sending an e-mail to [email protected] and/or a request
letter to the RTA / Company at their respective address provided herein.
(xii) Feedback:
Your feedback is valuable to us to help us serve you better. Shareholders are requested to
give us their valuable suggestions, if any, for enhancement of our investor services by writing
to RTA / Company at the address provided hereinabove.
87
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
BUILDING SUSTAINABLE BUSINESSES
At the Aditya Birla Group, we endeavor to become the leading Indian conglomerate for sustainable
business practices across our global operations. We define action “Sustainable Business” as one
that can continue to survive and thrive within the growing needs and tightening legal and resource
constraints of a “Sustainable World”. We believe that this means that as we go forward towards
constrained operating environments of 2030 and 2050, that for a continued “Sustainable World”, it
can increasingly only contain “Sustainable Businesses”.
To achieve our Group vision, we are innovating away from the traditional sustainability models to
one consistent with our vision to build sustainable businesses capable of operating in the next three
decades. The current decade is being talked about as decade of action on global commitments on
climate change, SDGs and others. It is expected to be extremely challenging for organizations since
growth is shifting, innovation is relentless, disruption is accelerating, expectations are high, and social
tensions are rising. Organizations are faced with an increasing number and mix of megatrends, such
as climate change, rapid technological progress, demographic changes and rise of the platform
economy. Combined with disruptors such as the recent Coronavirus epidemic, are triggering
potentially exponential changes in the way organizations are going to function.
As we dive into the post-pandemic next normal phase loomed by uncertainty and deepening
asymmetries, business recovery strategies have placed Environment Social Governance (ESG) /
Sustainability in the spotlight. We are already witnessing diverse stakeholders such as regulators,
oversight authorities, policy makers, investors, lenders becoming more vocal about the need for
greater adoption of ESG. ESG is the new lens through which Companies will be increasingly evaluated
and the need of the hour is to act proactively in the self-regulating business ecosystem – both for
their commitment and action on them.
Our “Ability to Sustain” approach has also undergone fine tuning for better navigation in this ever-
shrinking operating funnel via a 4-D (dimensional) approach. ABG businesses are building higher
resilience in their business strategies and operations to ensure that their aggregate impact remains
within the planet’s safe operating limits, considering:
1) business sectoral uniqueness;
2) their geographies of operation;
3) stakeholder expectations across of their value chains in keeping with short- and long-term time
horizons.
The model 2.0 thus lays out four steps to be followed by ABG businesses. The steps begin with
identifying and understanding value chain aspects across geographies for a sector, followed by
identifying and prioritizing material aspects across time horizons and stakeholder expectations.
Finally developing sustainable business strategies with time-based targets and annual action plans
which are measurable and can be monitored to future proof our business strategies, products,
operations and supply chains to remain sustainable.
The onus is on every one of us starting from our leadership to take on the understanding of what it
means to be a sustainable business leader in their own sectors, in their industries and to plan out a
roadmap for how it can be achieved now. The planet will demand that it is so, and the markets will
have no choice but to comply. At ABG, we have a legacy of success. It is our leadership’s imagination
that will realise our vision of becoming a sustainable business conglomerate, and it will be their
legacy that they shape. Progress is being made but much remains to be done.
We, at Aditya Birla Fashion and Retail Limited (“ABFRL”), consider sustainability as our ability to
survive and thrive in the face of growing uncertainty and megatrends to build a sustainable business.
Post successful achievement of milestones in 2021, we have set ourselves on a transition i.e.,
sustainability 2.0 from ‘Process-led to Product-led’, with a 2025 agenda focusing on product design
and development, customer centricity and supply chain. We believe this transition shall strengthen
integration of sustainability across the whole spectrum of design development, supply chain and
consumer end of use for product life cycle.
Despite the pandemic and various operational & supply chain constraints, we continue to accelerate
our efforts to achieve our 2025 goals. Our digitalization agenda in alignment with our sustainability
maturity is acting as a catalyst in unlocking the true potential and delivering positive impact.
All our value chain partners are in principle alignment with our sustainability goals and continue to
play a vital role in achieving them together with us. This partnership demonstrates our commitment
and vision to deliver sustainable fashion with a positive impact on society, stakeholders and the
ecosystem.
As we dive into the post-pandemic next normal phase loomed by uncertainty and deepening
asymmetries, business recovery strategies have placed Environment Social Governance (ESG) /
Sustainability in the spotlight. Investors and financial markets are also increasingly demanding a
compelling Sustainability agenda and the need of the hour is to act proactively in the self-regulating
business ecosystem.
In this ‘Decade of Action’ we at ABFRL continue to transform our ambition to effective actions
ensuring alignment not just to our sustainability goals but also to regional, national and global
goals. We believe, going forward, imperatives for sustainability will only intensify and collective
effort with pragmatic approach shall contribute in holistic growth taking businesses beyond obvious
establishing a global ecosystem which is transparent, accountable and also sustainable.
89
Business Responsibility and Sustainability Report
Anchored by the ABG Vision and Sustainable Business Framework, we at ABFRL embarked on
our sustainability journey with the launch of the sustainability 1.0 programme ‘ReEarth - For Our
Tomorrow’ in FY13.
Three pillars
• Clean by design
• Sustainable operations
• Inclusive communities
This transition shall strengthen integration of sustainability across the whole spectrum of design
development, supply chain and consumer end of use for product life cycle. Furthermore, in this
journey we are striving to building circular ecosystem, leverage technology disruption and lastly,
work towards accelerating advocacy on sustainable fashion across the Indian as well as global
apparel and textile industry.
We present our maiden Business Responsibility and Sustainability Report (BRSR) in alignment with
the National Guidelines on Responsible Business Conduct (NGRBCs) on Environmental, Social and
Governance (ESG) of Businesses as released by the Ministry of Corporate Affairs in May 2021. This
Report is prepared as per amended 34 (2) (f) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 vide gazette notification no. SEBI/
LAD-NRO/GN/2021/22 dated May 05, 2021 and show cases the ESG efforts taken by the Company
during the financial year 2021-22.
91
III. Operations
16. Number of locations where plants and/or operations/offices of the entity are situated
Refer ‘Reporting Scope Boundary and Framework’ section in Sustainability Report FY2021-22
17. Markets served by the entity:
a. Number of locations:
Location Number
National (no. of states) 28 states and 4 union territories across India
International (no. of countries) The Middle East
b. What is the contribution of exports as a percentage of the total turnover of the entity?
2.08% is contributed to exports in total turnover
c. A brief on types of customers:
ABFRL offers apparel and accessories for women, men and kids through a portfolio of
exclusive and fashionable brands. ABFRL’s Lifestyle Brands houses India’s most iconic
brands - Louis Philippe, Van Heusen, Allen Solly, Peter England catering to India’s Premium
Consumers. ABFRL’s Pantaloons which is one of the strongest brand in masstige segment
of Indian Fashion retail has evolved into a progressive style partner for the fashion seeking
shopper and is at the forefront of all fashion trends across all categories viz. Women’s wear,
Men’s wear, Kid’s wear, Fashion Accessories and recently Home Products. Forever 21 and
American Eagle are brands that offers clothes and accessories predominantly for the youth.
The company now boasts a comprehensive portfolio of iconic ethnic wear brands for both
Men and Women across price points. The Company has also forayed into the innerwear
and athleisure space for Men and Women in 2016 through its iconic lifestyle brand Van
Heusen. Through Reebok deal, the company announced its foray into India’s fast-growing
sports and activewear segment.
IV. Employees
18. Details as at the end of Financial Year:
a. Employees and workers (including differently abled):
Male Female
Particulars Total
Nos % Nos %
Workers (Permanent) 80 33 41% 47 59%
Total Female %
Board of Directors 12 3 25%
Key Management Personnel 5 2 40%
Permanent Employees Male Female Total Male Female Total Male Female Total
Permanent Workers Male Female Total Male Female Total Male Female Total
93
23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines
on Responsible Business Conduct:
Stakeholder group Grievance FY 2021-22 FY 2020-21
from whom complaint Redressal No. of No. of Remarks No. of No. of Remarks
is received Mechanism in complaints complaints complaints complaints
Place (Yes/No) filed pending filed during pending
(If Yes, then during the resolution the year resolution
provide web-link year at close of at close of
for grievance the year the year
redress policy)
Communities - - - - - - -
Investors (other than - - - - - - -
shareholders)
Shareholders Yes www.abfrl. 114 0 0 66 2* *Complaints
com replied /
resolved on
1st April,
2021
Employees and workers No 0 0 0 0 0 0
Customers No 4 29 NA 2 45 NA
Value Chain Partners No 0 0 0 0 0 0
24. Overview of the entity’s material responsible business conduct issues: Please indicate material
responsible business conduct and sustainability issues pertaining to environmental and social
matters that present a risk or an opportunity to your business, rationale for identifying the same,
approach to adapt or mitigate the risk along-with its financial implications, as per the following
format.
At ABFRL, we carried out a detailed materiality analysis, focusing on development of our 2025
strategy for ReEarth’s Sustainability 2.0. It involved extensive stakeholder engagement with
senior management, employees, functional heads, suppliers, customers, local community and
industry associations. Inputs from various sector trends, peer performance and internal strategy
documents were also collected. A list of material issues has been identified and prioritized through
consultation with different stakeholder groups. The outcome of the process is a comprehensive
materiality analysis along with qualitative outputs that feed into the sustainability strategy
development process.
Refer Materiality – Stakeholder Engagement, Sustainability Report FY2021-22
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Policy and Management Process
1a. Whether your entity’s policy/ Yes Yes Yes Yes Yes Yes No Yes Yes
policies cover each principle
and its core elements of the
NGRBCs.
1b. Has the policy been approved Yes Yes Yes Yes Yes Yes No Yes Yes
by the Board?
1c. Web Link of the Policies, if http://www.abfrl.com/corporate-governance/policies/ NA http://www.abfrl.com/
available corporate-governance/
policies/
Some policies may also include a combination of internal policies of the Corporation which are accessible to all internal stakeholders
and policies placed on the Corporation’s website
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
2. Whether the entity has Yes Yes Yes Yes Yes Yes No Yes Yes
translated the policy into
procedures. (Yes / No)
3. Do the enlisted policies Yes Yes Yes Yes Yes Yes No Yes Yes
extend to your value chain
partners? (Yes/No)
4. Name of the national and Global Labels: Interna- Global Global Global Global Global Global
international codes/certifica- Stan- BCI, LIVA tional Standards: Standards Standards / Standards: Standards / Stan-
tions/labels/ standards (e.g. dards / Eco Fibber Standards: AA1000AS, / frame- frameworks: AA1000AS, frameworks: dards /
Forest Stewardship Council, frame- International OHSAS, GRI works: ILO, GRI, IFSC, GRI ILO, IFC, ISO, Frame-
Fairtrade, Rainforest Alliance, works: Standards: ANSI, BSI, ILO, ISO, SA8000 SA8000 works:
Trustee) standards (e.g. ILO, GRI, OHSAS, ANSI, ASTM, ISO, IFC Certifications: ISO
SA 8000, OHSAS, ISO, BIS) IFC, ISO, BSI, ASTM, NFPA SA8000, USGBC, IGBC
adopted by your entity and SA8000 NFPA Indian Indian ETI
mapped to each principle. Standards: Standards:
BIS, NBC, BIS, NBC,
NSC Global NSC Global
Standards / Standards
frameworks: / frame-
ILO, GRI, IFC, works:
ISO, SA8000, ILO, GRI,
Recycled Claim IFC, ISO,
Standard, Higg SA8000,
Index ETI
5. Specific commitments, goals - • 50% products • All tier-1 - • All tier-1 • 50% Renew- - • CSR goals All tier-1
and targets set by the entity by volume to suppliers suppliers able Energy are defined sup-
with defined timelines, if any. have at least to be cov- to be across our year-on- pliers
one sustain- ered under covered facilities by year across to be
able attribute Vendor under 2025 Education, covered
by 2025 Code of Vendor • 5% reduction Healthcare under
• All tier-1 Conduct Code of in Scope 1, 2 & & Sanitation, Vendor
suppliers to be Program Conduct 3 Emissions by Sustainable Code of
covered under by 2025 Program 2025 Livelihood, Conduct
Vendor Code • Zero by 2025 • Water Water & Pro-
of Conduct severity positive across Watershed gram by
Program by at our our facilities and Digitali- 2025
2025 premises • Zero Waste zation - 10%
• Zero severity disposed to prod-
at our landfill ucts by
premises volume
• 50% renew- to be
able energy recycled
across our / upcy-
facilities cled
• 10% products
by volume to
be recycled /
upcycled
95
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
6. Performance of the entity - Achievements Achieve- - Achieve- Achievement - Achieve- Achieve-
against the specific com- FY 2022 ments FY ments FY FY 2022 ment ments
mitments, goals and targets • 61% of prod- 2022 2022 • 33% Renew- FY 2022 FY 2022-
along-with reasons in case ucts by volume • More • More able Energy (beneficiary More
the same are not met have at least than 96% than 96% • 6.6% reduc- impacted) than
1 sustainabil- tier -1 tier - 1 tion in Scope 1 • Education: 96%
ity attribute Vendors Vendors & 2 emissions 17,333 tier -1
• More than covered covered across ABFRL • Healthcare: Vendors
96% tier -1 • Zero operations 1,65,799 covered
Vendors severity • Water Sustainable
covered across our positive across Livelihood:
• 86.3% premises our facilities 1,163 Water
sustainable • Zero Waste & Water-
packaging. disposed shed: 40,490
to landfill Digitaliza-
achieved tion: 24,228
across our Volunteer-
facilities ing: 2,743
employees,
18,011
hours
7. Statement by director responsible Refer ‘Executive Messages’ Section in Sustainability Report FY2021-22
for the business responsibility report,
highlighting ESG related challenges,
targets and achievements (listed entity
has flexibility regarding the placement of
this disclosure)
9. Does the entity have a specified Governance is the foundation for ABFRL’s framework for overseeing climate-related issues. The overall corporate
Committee of the Board/ Director governance of ABFRL is executed through multi-tier sustainability governance mechanism that ensure the effective
responsible for decision making on monitoring of climate-related risks with a focus on enabling robust, effective, transparent and an ethical ecosystem.
sustainability related issues? (Yes / No). If The sustainability governance structure comprises the Board of Directors, Risk Management and Sustainability
yes, provide details Committee, Chief Sustainability Officer and Format level teams, with specific roles and responsibilities.
Operating within the structure of a well-defined responsibility matrix, the Board is the apex committee instrumental
in the adoption and overseeing the sustainability strategy, policies, and advising senior management regarding ESG
initiatives of the organisation. The Board convenes half-yearly to discuss and decide on climate-related risks, strategies,
and policies and reviews the performance of the Company.
The second layer constitutes the Risk Management & Sustainability Committee (RMSC) to monitor performance of ESG-
related issues. The committee appraise the board of directors headed by the chairman on ESG-related issues during
half-yearly meetings.
The Chief Sustainability Officer (CSO) leads the Sustainability Strategy and reviews the progress of Sustainability and
CSR initiatives implementation across the business length and breadth and reviews the performance through periodic
quarterly meeting. CSO also presents the updates to the RMSC and CSRC during the respective board committee
meetings. The board committees grant sustainability and CSR budgets based on the inputs from the CSO.
The last layer comprises Format level teams where bi-monthly meetings are held with business unit heads from
factories, warehouses, brand level managers and retail to monitor sustainability and climate-related issues.
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Governance, Leadership and Oversight
10 Details of Review of NGRBCs Indicate whether: (i) Review was undertaken by Director / Committee of the Board / Any other Committee(ii) Frequency -
by the Company Annually / Half yearly / Quarterly / Any other – please specify
12 If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated:
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The entity does not consider - - - - - - - - -
the Principles material to its
business (Yes/No)
The entity is not at a stage - - - - - - - - -
where it is in a position to
formulate and implement
the policies on specified
principles (Yes/No)
The entity does not have - - - - - - - - -
the financial or/human and
technical resources available
for the task (Yes/No)
It is planned to be done in the - - - - - - - - -
next financial year (Yes/No)
Any other reason (please - - - - - - While ABFRL does - -
specify) not have a stated
policy on Policy
Advocacy; as part
of the Aditya Birla
Group, we actively
undertake need-
based advocacy on
issues pertaining to
the industry through
our membership of
relevant industry
bodies, such as
Retail Association of
India and Clothing
Manufacturers As-
sociation of India
97
SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE
Principle 1: Businesses should conduct and govern themselves with integrity, and in a manner that
is Ethical, Transparent and Accountable
Good governance is the common underlying principle for all successful organizations. To ensure
transparent communication and ethical conduct at all levels of the value chain, we adhere to three
policies which form the cornerstone of our operations and ensure business continuity in a responsible
manner. All policies are communicated to ABFRL’s employees upon joining and are displayed on
the Company website as well. There are regular policy refreshers being conducted for employees
around the year.
• Anti-Fraud Policy: Frauds can be detected, prevented and deterred in the day-to-day business
of the Company.
• Whistle Blowers Policy: Adopted at the ABG level, this policy is a provision for disclosures or
demonstration of evidence of an unethical activity or any conduct that may constitute breach
of the Group’s/Group Company’s Code of Conduct or Group Values.
• Company Code of Conduct: Signed by the board members and senior management of the
Company, it requires every employee to observe the highest standards of ethical conduct and
integrity, and work to the best of their ability and judgement.
Essential Indicators
1. Percentage coverage by training and awareness programmes on any of the Principles
during the financial year:
A top priority at ABFRL is effectively harnessing the skills and capabilities of our people through focused
initiatives on talent development. These initiatives enable our employees to focus on achieving personal
and professional goals that are in alignment with the organizational strategy and their own career
aspirations.
In a rapidly changing and ever-evolving business landscape, it is impossible to flourish without
continuous learning that focusses on updating our knowledge and skills. When it comes to our People
development, we focus on both behavioral and functional learning, this in turn enables us to develop
future-ready leaders.
Behavioral trainings include Negotiation skills, People Management, Unleashing Potential, Being Your
Best. Functional learnings include but not limited to Sustainability specific – Sustainable Packaging,
Higg Index, Brand Orientation, Lifecycle Analysis, Data Management, Waste Management.
Trainings and awareness programmes conducted for Board of Directors is covered under ‘Corporate
Governance’ section of this Annual Report.
3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred
in cases where monetary or non-monetary action has been appealed.
Nil
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in
brief and if available, provide a web-link to the policy.
Yes, we have an Anti-Fraud Policy in place. The Policy is applied to all frauds, suspected and/or proven
and/or otherwise, taking place in the Company, involving Directors (Whole-time or otherwise), Key
Managerial Personnel, other Employees (including contractual employees) as well as Shareholders,
Consultants, Vendors, Suppliers, Service Providers, Contractors, Refer Anti-Fraud Policy
In addition to this, we do have Whistle Blowers Policy ensures adherence to ABFRL’s Value Framework and
Code of Conduct. This covers value violations, violation of the Code of Conduct and fraud. Some typical
categories of cases that get reported include - Pilferage, Manipulation in Gift Voucher Redemption, Misuse
of Employee Discount Card/Payback Card, Inappropriate Behavior, Misrepresentation of Information,
Conflict of Interest and other types of fraud. The designated Value Committee Members conduct the
investigation as defined in the Whistle Blowers Policy. Refer Whistle Blower Policy
We also have a separate Code of Conduct for our employees as well as for our Vendors. We instill our
values of Integrity, Commitment, Passion, Speed and Seamlessness in our people. All employees are
expected to adhere to the Organisation’s Values Framework and Code of Conduct to ensure prevalence
of a common minimum standard of professional behavior in the workplace. Refer Code of Conduct
Along with this we also have Vigil mechanism in place under which a Committee has been appointed
comprising of Directors & Senior Managers of the Company for attending the complaints received
from the employees and to report concerns about the unethical behaviour, actual or suspected
fraud and violation of the Code of Conduct or Ethics Policy by the Directors and the employees of
the Company. Refer Vigil Mechanism
7. Provide details of any corrective action taken or underway on issues related to fines /
penalties / action taken by regulators/ law enforcement agencies/ judicial institutions,
on cases of corruption and conflicts of interest
Nil
99
Leadership Indicators
1. Awareness programmes conducted for value chain partners on any of the Principles during
the financial year:
Number of awareness Topics / principles covered under the % of value chain partners covered (by value
programmes held training of business done with such partners)
28 Garment fit awareness training 12% (by number of vendors)
conducted for PFRL suppliers
38 Vendor code of conduct training organised 54%
for VH innerwear suppliers
2. Does the entity have processes in place to avoid/ manage conflict of interests involving
members of the Board? (Yes/No) If Yes, provide details of the same.
Board and Senior Management being the decision-making authority, there’s a code of conduct in
place to observe the highest standards of ethical conduct and integrity. Refer Code of Conduct
Principle 2: Businesses should provide goods and services in a manner that is sustainable and safe
ABFRL is committed to its vision to ‘passionately satisfy Indian consumers’ needs in fashion, style and
value’. Consumers today are more aware and prefer not only the style and service but also in the
knowledge that the brands they choose manufacture products sustainably and operate responsibly
and ethically. They make the conscious, and often a well-researched choice to opt for products that
meet their expectations in terms of both quality and values without compromising on sustainability.
With this in mind, we are now even more determined to ‘Give back more than we take from the
Earth’ and are committed to be net positive. Through our product-led sustainability strategy, we aim
to imbibe sustainability in each of our products and every business decision.
ABFRL has clearly defined processes in place to ensure responsibility at each stage of product creation.
Our management systems and processes are structured to ensure that our product responsibility
goals are achieved and tracked at regular intervals through transparent evaluation procedures. We
ensure our products remain responsible post sale and therefore engage with our customers through
multiple feedback mechanisms at the point of sale and post purchase.
Each of our brands uses its unique voice to communicate with customers on the importance and
impact of sustainable products. We take a life cycle approach for product responsibility which has a
clear focus at each stage of the product life cycle – from the raw materials used to their end-of-life stage.
Essential Indicators
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies
to improve the environmental and social impacts of product and processes to total R&D
and capex investments made by the entity, respectively
3. Describe the processes in place to safely reclaim your products for reusing, recycling and
disposing at the end of life
Plastics ABFRL under process to comply with EPR under Plastic Management
(including packaging) Rule 2016
E-waste NA
Hazardous waste NA
Other waste NA
Leadership Indicators
1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products
(for manufacturing industry) or for its services (for service industry)? If yes, provide details
in the following format?
NIC Code Name of Product / Boundary for which the Whether conducted by Results communicated in
Service Life Cycle Perspective / independent external public domain (Yes/No) If
Assessment was conducted agency (Yes/No) yes, provide the web-link.
Section C, Division 13 Shirt (Formal and Cradle to Grave Yes YesPlease refer Product
and 14, Group 131 Casual) Responsibility, Sustainability
and Group 141 Report FY2021-22
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2. If there are any significant social or environmental concerns and/or risks arising from
production or disposal of your products / services, as identified in the Life Cycle Perspective
/ Assessments (LCA) or through any other means, briefly describe the same along-with
action taken to mitigate the same
Name of Product Description of the risk / concern Action Taken
High Energy Consumption at Yarn No
Spinning Stage
Use of dyeing chemicals in Yarn Collaboration with ZDHC to use better and safer
Shirt (Formal and Casual) Dyeing chemicals in dyeing process, Implementation of
Restricted Substance List (RSL)
High Blue water consumption at Collaboration with Better Cotton Initiative (BCI)
cotton agriculture stage
3. Percentage of recycled or reused input material to total material (by value) used in
production (for manufacturing industry) or providing services (for service industry).
Indicate input material Recycled or re-used input material to total material
FY 2021-22 FY 2020-21
Recycled Viscose 1 lakh shirt pieces No
Fiber- Liva Reviva
Carton Box 100% cardboard made from recycled paper
4. Of the products and packaging reclaimed at end of life of products, amount (in metric
tonnes) reused, recycled, and safely disposed, as per the following format:
FY 2021-22 FY 2020-21
Re-Used Recycled Safely Re-Used Recycled Safely
Disposed Disposed
Plastics (including packaging) 0 130 0 0 76 0
E-waste NA NA NA NA NA NA
Hazardous waste NA NA NA NA NA NA
Other waste NA NA NA NA NA NA
5. Reclaimed products and their packaging materials (as percentage of products sold) for
each product category.
NA
Principle 3: Businesses should respect and promote the well-being of all employees, including those
in their value chains
At ABFRL, our ‘People Vision’ is to ‘Drive a High Performing and Customer Centric Culture with
Happy and Value Oriented Employees’. We are especially proud of our performance as it is expertly
anchored by advanced capabilities and enhanced productivity. Through a strong service orientation,
we foster a culture that puts customers first. We focus on creating happiness through purpose-driven
behaviour and delivering high quality. All of these objectives are accomplished through our dedicated
talent that is value-oriented with a deep commitment to the ethics of the Aditya Birla Group.
We maintained a positive outlook during the ongoing pandemic, however there is no denying
the unprecedented challenges that came our way both in FY21 and FY22. With apparel being a
discretionary spend item, the clothing business was one of the industries that was heavily impacted
by the ‘new normal’.
We revisited all our People Priorities and embarked on a series of actions that focused on ensuring
business continuity, employee well-being and safety, cost and cash conservation and accelerating
digital initiatives.
Essential Indicators
1. a. Details of measures for the well-being of employees:
% of employees covered by
Category Total (A) Health Accident Maternity Paternity Day Care
insurance insurance benefits Benefits facilities
Number % Number % Number % Number % Number %
(B) (B / A) (C) (C / A) (D) (D / A) (E) (E / A) (F) (F / A)
Male 8,961 8,961 100% 8,961 100% 0 0% 3,332 37% 0 0
Female 2,621 2,621 100% 2,621 100% 2,621 100% 0 0% 0 0
Total 11,582 11,582 100% 11,582 100% 2,621 23% 3,332 29% 0 0
% of Workers Covered
Maternity benefits
Category Total (A)
Number (D) % (D / A)
Male 2,017 0 0%
Female 11,219 11,219 100%
Total 13,236 11,219 85%
The above benefits do include ‘Permanent workers’ category
Benefits Total no. of No. of employees % of employees Total no. of No. of workers % of workers Deducted and
employees covered under covered under workers covered under covered under deposited with
retirement retirement retirement retirement the authority
benefits benefits benefits benefits (Y/N/N.A.)
PF 24,818 24,818 100% 13,236 13,236 100% Y
Gratuity 24,818 24,818 100% 13,236 13,236 100% NA
ESI 24,818 16,639 67% 13,236 11,715 89% Y
FY 2020-21
Benefits Total no. of No. of employees % of employees Total no. of No. of workers % of workers Deducted and
employees covered under covered under workers covered under covered under deposited with
retirement retirement retirement retirement the authority
benefits benefits benefits benefits (Y/N/N.A.)
PF 22,351 22,351 100% 11,581 11,581 100% Y
Gratuity 22,351 22,351 100% 11,581 11,581 100% NA
ESI 22,351 15,326 69% 11,581 10,374 90% Y
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3. Accessibility of workplaces Are the premises / offices of the entity accessible to differently
abled employees and workers, as per the requirements of the Rights of Persons with
Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.
Yes, the premises / offices are accessible to differently abled employees and workers, as per the
requirements of the Rights of Persons with Disabilities Act, 2016
4. Does the entity have an equal opportunity policy as per the Rights of Persons with
Disabilities Act, 2016? If so, provide a web-link to the policy.
At ABFRL, we do not discriminate against any employee on the grounds of race, colour, religion, caste,
gender, age, marital status, disability, nationality, or any other factor under applicable laws and
contemporary practices at the workplace.
While we don’t have a standalone Equal Opportunity Policy, our Human Rights policy emphasizes our
commitment and approach in providing a conducive and diverse work environment considering the
rights of vulnerable groups such as indigenous people, women, migrant workers and other minorities.
Please refer HYPERLINK “https://www.abfrl.com/docs/corporate_governance/policies/HUMAN-RIGHTS-
POLICY.pdf” Human Rights Policy for further information.
5. Return to work and Retention rates of permanent employees and workers that took
parental leave.
FY 2021-22 FY 2020-21
Permanent Employees Male Female Total Male Female Total
Return to work rate (%) 100 94 95 100 25 56
Retention Rate (%) 11 454 131 42 131 74
FY 2020-21
Permanent Workers Male Female Total Male Female Total
Return to work rate (%) 0 44 44 0 23 23
Retention Rate (%) 0 91 91 0 100 100
6. Is there a mechanism available to receive and redress grievances for the following
categories of employees and worker? If yes, give details of the mechanism in brief.
Yes / No If Yes, then give details of the mechanism in brief
Permanent Workers Yes Works committee in place to address the Grievance of
workers across all manufacturing units.The committee
comprises 13 members with 20% of male and 80% of
female across levels.
Permanent Employees Yes For Employee grievance in terms of value violation or POSH
we have ABG helpline numbers and Internal committees
at every business unit to address. The Company also has in
place a Vigil Mechanism comprising of Directors & Senior
Managers for attending the complaints received from the
employees and to report concerns about the unethical
behaviour, actual or suspected fraud and violation of the
Code of Conduct or Ethics Policy by the Directors and the
employees of the Company.
FY 2021-22 FY 2020-21
Total (A) No. (B) % (B / A) Total (C) No. (D) % (D / C)
Employees
Male 8,961 8,961 100% 8,477 8,477 100%
Female 2,621 2,621 100% 2,293 2,293 100%
Total 11,582 11,582 100% 10,770 10,770 100%
Worker
Male 2,017 2,017 100% 1,808 1,808 100%
Female 11,219 11,219 100% 9,773 9,773 100%
Total 13,236 13,236 100% 11,581 11,581 100%
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10. Health and safety management system:
b. What are the processes used to identify work-related hazards and assess risks on a
routine and non-routine basis by the entity?
Refer Safety Performance, Sustainability Report FY 2021-22
c. Whether you have processes for workers to report the work-related hazards and to
remove themselves from such risks.
To achieve the safety target of ‘Zero Severity,’ ABFRL has Safety Observation Programme to instil
a proactive safety approach in employees. Management is committed to ensuring that the safety
observation process is practiced at all sites that involves dialogue with employees especially
workers on human behavior at their workplace in order to reinforce positive behavior. These
safety observations (Unsafe Condition, Unsafe Act & Near Miss) are used for identifying gaps and
work-related hazards; used for developing a strategic improvement plan.
Refer Safety Performance, Sustainability Report FY 2021-22
d. Do the employees/ worker of the entity have access to non-occupational medical and
healthcare services?
We have Group Mediclaim Policy in place for all our employees (including workers)
FY 2021-22 FY 2020-21
Lost Time Injury Frequency Rate (LTIFR) Employees 0.08 0.16
Workers 0.06 0.25
Total recordable work-related injuries Employees 26 19
Workers 9 8
No. of fatalities Employees 0 0
Workers 0 0
High consequence work-related injury or ill- Employees 0 6
health (excluding fatalities)
Workers 0 4
12. Describe the measures taken by the entity to ensure a safe and healthy work place.
Refer Safety Performance, Sustainability Report FY 2021-22
15. Provide details of any corrective action taken or underway to address safety-related
incidents (if any) and on significant risks / concerns arising from assessments of health
& safety practices and working conditions.
Refer Safety Performance, Sustainability Report FY 2021-22
Leadership Indicators
1. Does the entity extend any life insurance or any compensatory package in the event of
death
Employees Yes
Workers Claims are settled through EDLI - EPFO
2. Provide the measures undertaken by the entity to ensure that statutory dues have been
deducted and deposited by the value chain partners.
Statutory dues are managed by internal process stakeholders and there are quarterly audit happening
around to ensure the prompt payment and 100% complaint
3. Provide the number of employees / workers having suffered high consequence work
related injury / ill-health / fatalities (as reported in Q11 of Essential Indicators above),
who have been are rehabilitated and placed in suitable employment or whose family
members have been placed in suitable employment:
Nil
4. Does the entity provide transition assistance programs to facilitate continued employability
and the management of career endings resulting from retirement or termination of
employment?
Yes, through ‘Gyanodaya’ – the ABG’s Global Centre for Leadership Learning, entity provides customized
courses designed focusing on continued employability post retirement.
In addition to the transition assistance trainings, key business leaders / employees are provided with
an opportunity to continue their association with entity as an external expert / consultant given the
criticality and relevance of the assignment.
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5. Details on assessment of value chain partners:
% of value chain partners assessed
(by value of business done with such partners)
Health and safety practices 96
Working Conditions 96
6. Provide details of any corrective actions taken or underway to address significant risks
concerns arising from assessments of health and safety practices and working conditions
of value chain partners.
Compliance assessments are being conducted on value chain partners to ensure their statutory
compliance related to health and safety. The critical observations and recommendations are being
communicated to the respective management of supply chain partners for corrective actions. The
closure of corrective actions is verified during the next cycle audit.
Principle 4: Businesses should respect the interests of and be responsive to all its stakeholders
Over the years we have developed firm-level processes to encourage open and constructive
interaction with our stakeholders. It reinforces our understanding of relevant matters and helps us
identify those attributes of stakeholders that make them important to our business and necessitate
meaningful engagement. Engaging with stakeholders provides us an opportunity to serve them in
the best sustainable way and redefine our strategies to deliver the maximum value. By partnering
with our stakeholders, we involve them in the decision making, product and process improvement
and create an enabling environment to do better together.
Stakeholders were recognized from respective stakeholder groups relevant for our business.
These include investors, employees, customers, suppliers, regulatory authorities, media, industry
associations, communities, NGOs and peer companies. Stakeholder engagement exercise was carried
out to engage with prioritized stakeholders from each of these groups through deliberation.
Essential Indicators
1. Describe the processes for identifying key stakeholder groups of the entity.
Refer Stakeholder Engagement Section, Sustainability Report FY 2021-22
2. List stakeholder groups identified as key for your entity and the frequency of engagement
with each stakeholder group.
Refer Stakeholder Engagement Section, Sustainability Report FY 2021-22
Leadership Indicators
1. Provide the processes for consultation between stakeholders and the Board on economic,
environmental, and social topics or if consultation is delegated, how is feedback from
such consultations provided to the Board.
Refer Materiality - Stakeholder Engagement, Sustainability Report FY 2021-22
the inputs received from stakeholders on these topics were incorporated into policies
and activities of the entity.
Refer Materiality Section - Stakeholder Engagement, Sustainability Report FY 2021-22
3. Provide details of instances of engagement with, and actions taken to, address the
concerns of vulnerable/ marginalized stakeholder groups.
As part of ABG as well as ABFRL community initiatives, the Company has also identified its disadvantaged
and vulnerable stakeholders. Special initiatives taken by the Company to engage with these marginalised
stakeholders are outlined in ‘Principle 8’ as part of the ABFRL’s CSR initiatives.
Essential Indicators
2. Details of minimum wages paid to employees and workers, in the following format:
Employees FY 2021-2022 FY 2020-2021
Total Equal to More than Total Equal to Minimum More than
(A) Minimum Wage Minimum Wage (D) Wage Minimum Wage
Permanent Male 8,961 1,706 19% 7,255 81% 8,477 902 11% 7,575 89%
Female 2,621 626 24% 1,995 76% 2,293 265 12% 2,028 88%
Other Than Male 13,628 2,269 17% 11,359 83% 11,647 2,564 22% 9,083 78%
Permanent
Female 3,321 610 18% 2,711 82% 2,689 703 26% 1,986 74%
Total Equal to Minimum More than Total Equal to Minimum More than
(A) Wage Minimum Wage (D) Wage Minimum Wage
Permanent Male 2,017 273 14% 1,744 86% 1,808 171 9% 1,637 91%
Female 11,219 4,263 38% 6,956 62% 9,773 3,785 39% 5,988 61%
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3. Details of remuneration/salary/wages, in the following format:
Male Female
Employees other than BoD and KMP 8,958 3,00,351 2,619 2,02,153
4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights
impacts or issues caused or contributed to by the business? (Yes/No)
Yes
5. Describe the internal mechanisms in place to redress grievances related to human rights
issues.
ABFRL recognizes the valuable role that our business can play in the long-term protection of Human
Rights. All our business units, factories and offices are committed to respect the human rights of our
workforce, communities, and those affected by our operations wherever we do business. We have a
formal policy in line with UNGC Principles of Human Rights& Labor, Social Accountability 8000 etc.
FY 2021-22 FY 2020-21
Discrimination at workplace NA NA NA NA
Child Labour NA NA NA NA
Wages NA NA NA NA
Value Violation 69 6 80 0
– POSH Committee
– ABG Hotline
10. Provide details of any corrective actions taken or underway to address significant risks
/ concerns arising from the assessments at Question 9 above.
At the time of Audit suitable corrective actions are recommended and facilities are monitored through
regular Follow-up and Annual Surveillance Audits to ensure robustness of the systems in place
Leadership Indicators
2. Details of the scope and coverage of any Human rights due-diligence conducted.
All the tier 1 vendors, warehouse, retail stores, business offices, and in-house factories are under the
scope of Human Rights due diligence.
3. Is the premise/office of the entity accessible to differently abled visitors, as per the
requirements of the Rights of Persons with Disabilities Act, 2016?
Yes
5. Provide details of any corrective actions taken or underway to address significant risks
/ concerns arising from the assessments at Question 4 above.
At the time of Audit suitable corrective actions are recommended. Vendors are monitored through
regular Follow-up and Annual Surveillance Audits to ensure robustness of the systems in place
Principle 6: Businesses should respect and make efforts to protect and restore the environment
At ABFRL, we are striving to provide every customer a sense of meaningful contribution in building
a sustainable ecosystem, through resource neutral operations of closed-loop models, sustainable
raw materials and enhanced transparency.
In line with this vision, we are consistently enhancing our environmental initiatives, some of which are:
• We closely monitor our operations to ensure adherence to environmental compliances and
permissible limits and valid licenses
• We undertook benchmark assessment exercise against global players in apparel, leading
companies in sustainability space and also government regulations to determine the need for
strengthening current missions and thereby ensure complete adherence to the policy. Insights
from the analysis helped us in strategising in line with global trends
• This year, we have refreshed our Enterprise Risk Management (ERM) framework to better
understand ESG-related shifts, impacts and dependencies that may affect our ability to achieve
the desired objectives. This exercise has contributed in emphasising our efforts in governance
of sustainability risks including climate change across our operations and also align ourselves
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with global framework and standards. One of the key objectives of the project is to build
resilience against emerging sustainability risks like climate change based on the inputs from
the Intergovernmental Panel on Climate Change (IPCC), COP26 and other global frameworks.
This rigorous assessment not only helped us in enhancing climate change at ERM level but also
complimented us in aligning the journey in accordance with Task Force on Climate-Related
Financial Disclosures (TCFD)
• We have strengthened waste water recycling systems, installed rain water harvesting systems
and water efficient fixtures across our own facilities
• The Stack Emissions/Wastes Generated (used oil, oil-soaked cotton waste) and STP water generated
by the Company are within the permissible limits stated by KSPCB and TNPCB
Essential Indicators
1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the
following format:
2. Does the entity have any sites / facilities identified as designated consumers (DCs) under
the Performance, Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes,
disclose whether targets set under the PAT scheme have been achieved. In case targets
have not been achieved, provide the remedial action taken, if any.
None of the ABFRL facility has been identified as designated consumers under PAT scheme
3. Provide details of the following disclosures related to water, in the following format:
4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details
of its coverage and implementation.
5. Please provide details of air emissions (other than GHG emissions) by the entity, in the
following format:
6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity,
in the following format:
7. Does the entity have any project related to reducing Green House Gas emission? If Yes,
then provide details.
8. Provide details related to waste management by the entity, in the following format:
Refer Environment Stewardship, Sustainability Report FY2021-22
9. Briefly describe the waste management practices adopted in your establishments. Describe
the strategy adopted by your company to reduce usage of hazardous and toxic chemicals
in your products and processes and the practices adopted to manage such wastes.
Refer Environment Stewardship Section, Sustainability Report FY2021-22
10. If the entity has operations/offices in/around ecologically sensitive areas (such as national
parks, wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests,
coastal regulation zones etc.) where environmental approvals / clearances are required,
please specify details in the following format:
ABFRL has no operations/offices in/around ecologically sensitive areas
11. Details of environmental impact assessments (EIA) of projects undertaken by the entity
based on applicable laws, in the current financial year:
EIA was not mandated across any of our facilities and hence no EIA was conducted in the financial
year. However, we have robust Environment Management systems in place across our facilities with
effective monitoring mechanism in place.
12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines
in India; such as the Water (Prevention and Control of Pollution) Act, Air (Prevention and
Control of Pollution) Act, Environment protection act and rules thereunder (Y/N). If not,
provide details of all such non-compliances, in the following format:
Yes, we adhere to all applicable local and national environment laws and regulations
Leadership Indicators
1. Provide break-up of the total energy consumed (in Joules or multiples) from renewable
and non-renewable sources, in the following format:
Refer Environment Stewardship Section, Sustainability Report FY2021-22
3. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres):
Refer Environment Stewardship Section, Sustainability Report FY2021-22
6. If the entity has undertaken any specific initiatives or used innovative technology or
solutions to improve resource efficiency, or reduce impact due to emissions / effluent
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discharge waste generated, please provide details of the same as well as outcome of such
initiatives, as per the following format:
Refer Environment Stewardship, Sustainability Report FY 2021-22
7. Does the entity have a business continuity and disaster management plan? Give details
in 100 words/ web link.
We recognize the importance of building a robust Crisis Management for any incident or series of
incidents that can escalate into a crisis, with an objective to protect life, the environment, assets,
brand, reputation and stakeholder confidence. We have emergency response plan in place across our
manufacturing units and our crisis management is developed in alignment with Crisis Management
Policy at Aditya Birla Group level.
Refer Crisis Management Policy; Refer Safety Performance, Sustainability Report FY2021-22
8. Disclose any significant adverse impact to the environment, arising from the value chain
of the entity. What mitigation or adaptation measures have been taken by the entity in
this regard.
No significant adverse impacts to the environment evidenced as a result of our operations
Principle 7: Businesses, when engaging in influencing public and regulatory policy, should do so in
a manner that is responsible and transparent
In a continuously evolving world, it is imperative that we have a consistent dialogue with myriad
stakeholders, who can have an impact on policy making. As we focus on excellence in clothing, we
continue to share our invaluable experience to provide incisive insights and detailed inputs to key
decision makers in planning better policies. We also learn from the best practices of others.
Collaboration and co-creation for over a decade has helped us achieve new peaks and remain ahead
of the curve in the industry. With 2030 in timeframe, we are accelerating advocacy and exploring
innovative solutions with prime focus on circularity, sustainable sourcing and low carbon pathway.
This journey requires deep collaboration and radical transformation across the entire value chain
to benefit the ecosystem.
Along with our existing collaboration with the Sustainable Apparel Collation (SAC), Ellen McArthur
foundation, Cotton 2040 and Circular Apparel Innovation Factory (CAIF), we have taken a stride in
our circularity journey with ‘GIZ’, a German Government agency in a ‘private-public development
partnership project’; implemented good chemical management practices across the supply chain
with ZDHC; and accelerated action in the areas of sustainable raw materials and sustainable supply
chain with Textile Exchange Membership. ABFRL is a member of the Retail Association of India (RAI)
and Clothing Manufacturers Association of India (CMAI).
While ABFRL does not have a stated policy on Policy Advocacy, as part of the ABG, we actively
undertake need-based advocacy on issues pertaining to the industry through our membership of
relevant industry bodies.
Essential Indicators
1. a. Number of affiliations with trade and industry chambers/ associations.
Refer ‘Membership in Industry Associations’, Sustainability Report FY 2021-22
b. List the top 10 trade and industry chambers/ associations (determined based on the
total members of such body) the entity is a member of/ affiliated to.
S. No. Name of the trade and industry chambers / Reach of trade and industry chambers /
associations associations (State/National)
1 GIZ National
2 ZDHC National
10 SU.RE National
2. Provide details of corrective action taken or underway on any issues related to anti-
competitive conduct by the entity, based on adverse orders from regulatory authorities.
NA
ABFRL focuses its CSR initiatives under 5 pillars, i.e., Education, Health & Sanitation, Sustainable
Livelihood, Water and Digitization. ABFRL also strongly encourages voluntary employee participation
in the CSR activities, and has a policy in place to facilitate this. Through employee volunteering, the
expertise of individuals in the organisation helps enhance the scale, reach and effectiveness of our
CSR initiatives. ABFRL undertakes CSR interventions in Karnataka, Tamil Nadu, Maharashtra and
Odisha through its independent entity called Aditya Birla Fashion and Retail Jan Kalyan Trust (ABFR
Jan Kalyan Trust).
To trigger positive action on a macro level, we believe it is achievable only through focus on micro
and local interventions. Designed to empower communities in a holistic manner, these interventions
aim to create sustainable societies in alignment with the Sustainable Development Goals (SDGs).
Our community engagement in the five focus areas: Education, Health & Sanitation, Sustainable
Livelihood, Water & Watershed and Digitalization, have been linked with 16 SDGs.
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Essential Indicators
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on
applicable laws, in the current financial year.
Name and brief details of project SIA Date of Whether Results Relevant
Notification notification conducted by communicated Web link
No independent in public
external agency domain (Yes
(Yes / No) / No)
Kasturba Gandhi Balika IB067-2100- 7th June Yes Yes Link
Vidyalaya|Duration: 2010 to 2021 01-00004 2021
(10 years)| Geog Area: Karnataka,
TamilNadu
Gyanarjan |Duration: 2014 to 2021
(7 years) | Geog Area: Karnataka
Kaushalya |Duration: 2014 to 2021
(7 years) | Geog Area: Karnataka
School Transformation Project
|Duration: 2017 to 2021 (4 years) |
Geog Area: Maharashtra
Village DevelopmentProgram
Karnataka & Tamil Nadu |Duration:
2017 to 2021 (4 years) | Geog Area:
Karnataka, Tamil Nadu
Village Development Program Odisha
| Duration: 2019 to 2021(2years) |
Geog Area: Odisha
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
FY 2021-22
Directly sourced from MSMEs / small producers 40%
Sourced directly from within the district and neighboring districts 52%
Leadership Indicators
1. Provide details of actions taken to mitigate any negative social impacts identified in the
Social Impact Assessments (Reference: Question 1 of Essential Indicators above):
Not Applicable as no any negative social impacts identified in the Social Impact Assessments
2. Provide the following information on CSR projects undertaken by your entity in designated
aspirational districts as identified by government bodies:
Not Applicable as no CSR projects were undertaken in designated aspirational districts as identified
by government bodies
4. Details of the benefits derived and shared from the intellectual properties owned or
acquired by your entity (in the current financial year), based on traditional knowledge:
Not Applicable, no benefits derived and shared from the intellectual properties owned or acquired
5. Details of corrective actions taken or underway, based on any adverse order in intellectual
property related disputes wherein usage of traditional knowledge is involved.
Not Applicable
Principle 9: Businesses should engage with and provide value to their consumers in a responsible
manner
At ABFRL, Customer Centricity is one of the critical components of our business philosophy and
sustainability strategy. We keep in mind the expectations and concerns our customers have, especially
with regards to being a responsible corporate citizen and business that has a positive impact on
the communities and the planet. Our ReEarth journey is calibrated according to these customer
expectations. We stay in tune with customer expectation by continuously interacting with them.
Our customers belong to different age groups, lifestyles, gender, culture and geographies, and we
map their needs accordingly. We receive customer feedback and are open to ideas and suggestions
so as to ensure we deliver the best products and create a memorable brand experience for them.
Customer Ideas and Feedback are garnered using various media to understand their mindsets and
expectations and used to improve their experience.
Essential Indicators
1. Describe the mechanisms in place to receive and respond to consumer complaints and
feedback.
We have dedicated Customer care number and email id wherein we receive consumer complaints
and customer care responds to the same post internally discussing with stakeholders.
Apart from that we interact with our customers through Mission Happiness, an electronic interface,
our customers can provide detailed feedback and rate their in-store as well as their post purchase
experience.
Also, Customer Voice Response System (CVRS), a platform which handles customer complaints and
ascertains process transparency through the deployment of an online Complaint Management System.
This encourages customers to share their experiences, feedback and complaints along with helping
us identify opportunities of interventions in order to enhance customer satisfaction.
We have dedicated Customer care number and email id wherein we receive consumer compliant and
customer care responds to the same post internally discussing with stakeholders.
117
Pantaloons has also initiated “Post Purchase Survey” to know the customer’s experience with the
product and gain insights on quality & service
Not received any consumer complaints against Data privacy, Advertising, Cyber-security, Delivery of
essential services, Restrictive trade practices and Unfair trade practices.
5. Does the entity have a framework/ policy on cyber security and risks related to data
privacy? (Yes/No) If available, provide a web-link of the policy.
Yes, robust IT Security Policy in place, which is developed in alignment with leading standards,
frameworks, and laws such as ISO 27001, ISO 20000, ITIL, IT Amended Act of 2008 of India, etc.
Policies from this document apply to information and information systems across all Units of ABFRL
and third-party services providers for services related to hosting, SAAS, etc. The policy sets out
management direction and support for information security and the requirements that all employees,
contractors, trainees, vendors, business partners, other related third-party personnel of ABFRL and
management should comply with, in order to secure ABFRL information.
Cyber Security and data privacy related: On June 2021, the IBM Team responsible for the ABFRL account
found that backup servers were failing to create backup. They discovered on one of the servers a
text note indicating the machine was infected by a ransomware and asking for a ransom. Following
these events, and with the customer approval, IBM CSIRT was engaged to perform analysis on the
IBM assets. However, No Financial Impact was recorded.
Overall Impact: 45 Servers were impacted, and we Formatted the disks and restored Data from
Backup System. There was no Business stoppage.
Actions taken and Future Corrective Action:
Immediate Actions Taken:
• All Hosted Applications to Route through WAF and Internal FW
• Enabling all security parameters in WAF
• Started Application Grey box testing for the critical Online Applications
• Ensuring the Application DB to be properly patched and updated with latest version.
• Ensuring all DZM servers are with EDR and AV and are under the surveillance of SIEM
• Properly monitoring and taking actions on the Symantec Active Directory Defense
• All remote admin Users cannot use the Server without Logging to PIM
• 9.Port 3389 for RDP is closed for All Admin Users
• VA/PT for the Websites and its Mitigation
Leadership Indicators
1. Channels / platforms where information on products and services of the entity can be
accessed (provide web link, if available)
Information relating to all the products and services provided by the organization are available on
the www.abfrl.com. Apart from that all the brands that are part of ABFRL, have their own websites,
where they regularly update their information regarding their products and services.
In addition, the Corporation actively uses various social media and digital platforms to disseminate
information.
2. Steps taken to inform and educate consumers about safe and responsible usage of
products and/or services.
Our product tags contains the information on the safe and responsible usage of the products such
as wash care, drying and ironing instruction. We mention these instructions on all of our apparel
products.
119
3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of
essential services.
Not applicable
4. Does the entity display product information on the product over and above what is
mandated as per local laws? (Yes/No/Not Applicable) If yes, provide details in brief.
Product Story related to raw material, finish or any other key highlight is disclosed over and above
the mandatory requirement through the hangtag. Example - LIVA, Giza Cotton
Did your entity carry out any survey with regard to consumer satisfaction relating to the
major products / services of the entity, significant locations of operation of the entity or
the entity as a whole? (Yes/No)
Yes, we do carry out surveys with regard to consumer satisfaction
Refer Customer, Stakeholder Engagement, Sustainability Report FY 22
Key Audit Matters How our audit addressed the key audit matters
Impairment assessment of goodwill Our audit procedures included the following:
(Refer Note 5A to the Standalone financial • Understood and evaluated the design and tested
statements) operating effectiveness of Company’s controls to
The Company has goodwill of ` 1,859.60 assess impairment of goodwill on an annual basis.
crores as at March 31, 2022. The goodwill • Evaluated whether the CGUs were determined and
was acquired in business combinations the goodwill allocation was performed in accordance
recorded in the prior years and was with requirements of Ind AS 36 and our knowledge
allocated to cash generating units (CGU) of the Company’s operations.
of the Company. In accordance with Ind • Evaluated the appropriateness of the approach
AS 36, Impairment of Assets, goodwill selected by the management to determine the
acquired in a business combination is recoverable amount of the CGU.
required to be tested for impairment
• Evaluated the objectivity, competency and
annually.
independence of the management expert engaged
by the Company.
121
Key Audit Matters How our audit addressed the key audit matters
Management has performed impairment • Assessed the reasonableness of the cashflow
assessment for each of the CGUs to which projections by testing the key management
goodwill has been allocated by comparing assumptions and estimates used in the impairment
the carrying amount of the CGU, including analysis and evaluated the consistency of the
the goodwill, with the recoverable amount cashflow projections with the budgets approved by
of the CGU which is higher of value in use the Board of Directors.
and fair value less costs of disposal. • Evaluated the sensitivity analysis performed by
Impairment assessment of goodwill management on the growth rates and discount
requires significant management rate to determine whether reasonable changes
judgement and estimates such as in these key assumptions would result in the
projected cash flows, discount rates, carrying amounts of individual CGUs to exceed their
growth rates over the projection period recoverable amounts.
and terminal growth rates. Given the • Involved auditor’s expert to assist in evaluating
judgement, subjectivity and sensitivity the impairment assessment including certain
of key parameters to the changes in assumptions used.
economic conditions, the impairment • Evaluated the adequacy of the disclosures made in
assessment of goodwill is considered to the Standalone Financial Statements.
be a key audit matter.
Based on procedures above, management’s impairment
assessment of goodwill appears to be reasonable.
Impairment evaluation of Investments Our audit procedures included the following:
in subsidiaries • Understood and evaluated the design and tested
(Refer Note 6(a) to the standalone financial operating effectiveness of Company’s controls to
statements) assess impairment of its investments in subsidiaries.
The Company has made equity investments • Evaluated the appropriateness of the approach
in the following subsidiaries namely, selected by the management to determine the
Jaypore E-Commerce Private Limited, TG recoverable amount.
Apparel & Decor Private Limited, Finesse
• Evaluated the objectivity, competency and
International Design Private Limited,
Sabyasachi Calcutta LLP and Indivinity independence of the Management expert engaged
Clothing Retail Private Limited with by the Company.
carrying values of ` 229.75 crores, ` 0.25 • Evaluated the reasonableness of the cashflow
crores, ` 77.78 crores, ` 389.84 crores and projections by testing the key management
` 63.00 crores respectively, as at March assumptions and estimates used in the impairment
31, 2022. analysis and assessed the consistency of the
The Company reviews the carrying values cashflow projections with the budgets approved by
of these investments in accordance Board of Directors.
with Ind AS 36 ‘Impairment of Assets’. • Evaluated the Company’s sensitivity analysis of the
Impairment assessment is performed and recoverable amounts and evaluated whether any
recoverable amounts of the investments reasonably foreseeable changes in key assumptions
are determined if indicators of impairment could lead to impairment loss or material change in
are identified. valuation.
Management has considered losses • Evaluated the Company’s process regarding
suffered by these subsidiaries as an
impairment assessment with the involvement of
indicator for impairment assessment.
auditor’s valuation experts to assist in assessing the
Management has therefore performed
appropriateness of the impairment model including
impairment assessment by determining
the recoverable amount of the investments independent assessment of certain assumptions
in these subsidiaries using the value in use underlying the cash flow projections, discount rate,
method and comparing the same with terminal value etc.
the carrying value. Where the carrying • Obtained the audited standalone financial statements
value exceeds the recoverable amount, of the subsidiaries for the year ended March 31, 2022
an impairment loss is recognized. and evaluated their financial performance.
Key Audit Matters How our audit addressed the key audit matters
Determination of value in use involves • Evaluated the adequacy of the disclosures made in
use of projected cash flows based on the Standalone Financial Statements.
financial budgets approved by the Board Based on the above work performed, Management’s
of Directors. Management has involved assessment of impairment of subsidiaries appears to
external experts to determine the be reasonable.
recoverable amounts.
Impairment evaluation of investment
in subsidiaries is considered as a key
audit matter as it requires significant
management judgement and estimates in
addition to consideration of economic and
entity specific factors in determination of
the recoverable value used in impairment
assessment such as projected cash flows,
discount rates, growth rates over the
projection period and terminal growth
rates which are subject to management
judgement and subjectivity and might
be affected by changes in economic
conditions.
Provision for Inventory obsolescence Our audit procedures included the following:
(Refer Notes 12 and 40(f) to the standalone • Understood and evaluated the design and tested
financial statements) the operating effectiveness of Company’s controls
to assess the adequacy of provision for inventory
The Company held inventories of obsolescence.
` 2,729.23 crores as at March 31, 2022.
• Evaluated the methodology used by the management
In accordance with Ind AS 2, Inventories,
to determine the provision for inventory obsolescence
inventories are carried at lower of cost or
and determined whether the method is consistent
net realizable value.
with that applied in the prior year.
The Company operates in a fast changing • Assessed whether the changes in the methodology
fashion market where there is a risk (if any) are reasonable and consistent with our
of inventory falling out of fashion and understanding of the changes in the business.
proving difficult to be sold above cost.
• Evaluated the ageing report including assessing
Management has a policy to recognize
its completeness and the underlying management
provisions for inventory considering
judgements and estimates made. Further, assessed
assessment of future trends and the
on a sample basis whether the calculation of
Company’s past experience related to its
provision for obsolescence is in accordance with
ability to liquidate the aged inventory.
Company’s policy.
The provision for inventory obsolescence • Verified appropriate approvals for specific
has been considered as a key audit obsolescence provisions and assessed their
matter, as determination of provision for reasonableness on a sample basis.
inventory involves significant management
• Evaluated the adequacy of the disclosures made in
judgment and estimates.
the Standalone Financial Statements.
Based on the above procedures performed, we did
not identify any material exceptions in recognition and
measurement of provision for inventory obsolescence.
123
Key Audit Matters How our audit addressed the key audit matters
Provision for discount and sales returns Our audit procedures included the following:
(Refer Note 40(g) to the standalone • Understood and evaluated the design and tested
financial statements) the operating effectiveness of Company’s controls
The Company has recognized provision to assess the adequacy of provision for discounts
for unsettled discounts and sales returns and sales returns.
amounting to `231.88 crores and ` 393.39 • Evaluated the periodic account reconciliations
crores respectively, as at March 31, 2022. prepared by the management during the year.
Revenue from contracts with customers • Evaluated the management estimates and
is recognised when the entity satisfies a judgements in determining the provision for
performance obligation by transferring discounts and sales returns and assessed whether
control of promised goods to a customer. the same is consistent with the prior year.
R e c o g n i t i o n o f r e v e n u e r e q u i r e s • Evaluated the contract terms for a sample of
determination of the net selling price customer contracts to assess the reasonableness
after considering variable consideration of the provision for discounts and returns and
including forecast of sales returns and determine whether the same is in line with terms of
discounts. the contract.
The estimate of sales returns and discounts • Verified credits notes issued to customers on a
depends on contract terms, forecasts sample basis and assessed the validity of claims
of sales volumes and past history of with the underlying documents and appropriate
quantum of returns. The expected returns approvals.
and discounts that have not yet been
settled with the customers are estimated • Evaluated the adequacy of the disclosures made in
and accrued. the Standalone Financial Statements.
Determination of provision for discounts Based on the above procedures performed, we did
and sales returns is determined as a key not identify any material exceptions in recognition
audit matter as it involves significant and measurement of provisions for discount and sales
management judgement and estimation. returns.
Other Information
5. The Company’s Board of Directors is responsible for the other information. The other information
comprises the information included in the Chairman’s Statement, Report of the Board of
Directors, Sustainability and Business Responsibility Report, Corporate Governance Report and
Management Discussion and Analysis Report, but does not include the standalone financial
statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of management and those charged with governance for the standalone financial
statements
6. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the
Act with respect to the preparation of these standalone financial statements that give a true and
fair view of the financial position, financial performance, changes in equity and cash flows of the
Company in accordance with the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the preparation and presentation of
the standalone financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing
the Company’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to
do so. Those Board of Directors are also responsible for overseeing the Company’s financial
reporting process.
125
• Evaluate the overall presentation, structure and content of the standalone financial
statements, including the disclosures, and whether the standalone financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
9. We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
10. We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
11. From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the standalone financial statements of
the current period and are therefore the key audit matters. We describe these matters in our
auditor’s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Other Matter
12. The standalone financial statements of the Company for the year ended March 31, 2021 were
audited by another firm of chartered accountants under the Act who, vide their report dated
May 28, 2021, expressed unmodified opinion on those standalone financial statements.
i. The Company has disclosed the impact of pending litigations on its financial position in
its standalone financial statements – Refer Notes 24 and 45 to the standalone financial
statements;
ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the Company during the year.
iv. (a) The management has represented that, to the best of its knowledge and belief, as
disclosed in the notes to the accounts, no funds have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or
kind of funds) by the Company to or in any other person(s) or entity(ies), including
foreign entities (“Intermediaries”), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall, whether, directly or indirectly,
lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries (Refer Note 55(vii) to the
standalone financial statements);
(b) The management has represented that, to the best of its knowledge and belief,
as disclosed in the notes to the accounts, no funds have been received by the
Company from any person(s) or entity(ies), including foreign entities (“Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that
the Company shall, whether, directly or indirectly, lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the Funding
Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries (Refer Note 55(vii) to the standalone financial
statements); and
(c) Based on such audit procedures that we considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that
the representations under sub-clause (a) and (b) contain any material misstatement.
v. The Company has not declared or paid any dividend during the year.
15. The Company has paid/ provided for managerial remuneration in accordance with the requisite
approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
For Price Waterhouse & Co Chartered Accountants LLP
Chartered Accountants
Firm Registration Number: 304026E/E-300009
A. J. Shaikh
Partner
Membership Number: 203637
UDIN: 22203637AJFDAP9079
Place: Mumbai
Date: May 18, 2022
127
ANNEXURE A TO INDEPENDENT AUDITOR’S REPORT
Referred to in paragraph 14(f) of the Independent Auditor’s Report of even date to the members of
Aditya Birla Fashion and Retail Limited on the standalone financial statements for the year ended
March 31, 2022
Report on the Internal Financial Controls with reference to Standalone Financial Statements
under clause (i) of sub-section 3 of Section 143 of the Act
1. We have audited the internal financial controls with reference to Standalone financial statements
of Aditya Birla Fashion and Retail Limited (“the Company”) as of March 31, 2022 in conjunction
with our audit of the standalone financial statements of the Company for the year ended on
that date.
Auditor’s Responsibility
3. Our responsibility is to express an opinion on the Company’s internal financial controls with
reference to Standalone financial statements based on our audit. We conducted our audit in
accordance with the Guidance Note and the Standards on Auditing deemed to be prescribed
under Section 143(10) of the Act to the extent applicable to an audit of internal financial controls,
both applicable to an audit of internal financial controls and both issued by the ICAI. Those
Standards and the Guidance Note require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether adequate internal financial
controls with reference to Standalone financial statements was established and maintained and
if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the
internal financial controls system with reference to Standalone financial statements and their
operating effectiveness. Our audit of internal financial controls with reference to Standalone
financial statements included obtaining an understanding of internal financial controls with
reference to Standalone financial statements, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. The procedures selected depend on the auditor’s judgement, including
the assessment of the risks of material misstatement of the Standalone financial statements,
whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion on the Company’s internal financial controls system with reference
to Standalone financial statements.
Opinion
8. In our opinion, the Company has, in all material respects, an adequate internal financial controls
system with reference to Standalone financial statements and such internal financial controls
with reference to Standalone financial statements were operating effectively as at March 31,
2022, based on the internal control over financial reporting criteria established by the Company
considering the essential components of internal control stated in the Guidance Note issued
by ICAI.
For Price Waterhouse & Co Chartered Accountants LLP
Chartered Accountants
Firm Registration Number: 304026E/E-300009
A. J. Shaikh
Partner
Membership Number: 203637
UDIN: 22203637AJFDAP9079
Place: Mumbai
Date: May 18, 2022
129
ANNEXURE B TO INDEPENDENT AUDITORS’ REPORT
Referred to in paragraph 13 of the Independent Auditors’ Report of even date to the members of
Aditya Birla Fashion and Retail Limited on the standalone financial statements as of and for the year
ended March 31, 2022
i. (a) (A) The Company is maintaining proper records showing full particulars, including
quantitative details and situation, of Property, Plant and Equipment.
(B) The Company is maintaining proper records showing full particulars of Intangible Assets.
(b) The Property, Plant and Equipment are physically verified by the Management according
to a phased programme designed to cover all the items over a period of three years which,
in our opinion, is reasonable having regard to the size of the Company and the nature of
its assets. Pursuant to the programme, a portion of the Property, Plant and Equipment has
been physically verified by the Management during the year and no material discrepancies
have been noticed on such verification.
(c) The title deeds of all the immovable properties (other than properties where the Company is
the lessee and the lease agreements are duly executed in favour of the lessee), as disclosed
in Note 3(a) and 4(a) to the standalone financial statements, are held in the name of the
Company, except for the following:
(e) Based on the information and explanations furnished to us, no proceedings have been
initiated on or are pending against the Company for holding benami property under the
Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) [formerly the
Benami Transactions (Prohibition) Act, 1988 (45 of 1988)] and Rules made thereunder, and
therefore the question of our commenting on whether the Company has appropriately
disclosed the details in its standalone financial statements does not arise.
ii. (a) The physical verification of inventory has been conducted at reasonable intervals by the
Management during the year and, in our opinion, the coverage and procedure of such
verification by Management is appropriate. The discrepancies noticed on physical verification
of inventory as compared to book records were not 10% or more in aggregate for each class
of inventory and have been appropriately dealt with in the books of account.
(b) During the year, the Company has been sanctioned working capital limits in excess of `5
crores, in aggregate, from banks on the basis of security of current assets. Company has
filed quarterly returns or statements with such banks, which are not in agreement with the
unaudited books of account as set out in Note 55(iv) to the standalone financial statements.
iii. (a) The Company has made investments in two Companies and thirty mutual fund schemes,
granted unsecured loans/advances in nature of loans to four companies. The aggregate
amount during the year, and balance outstanding at the balance sheet date with respect
to such loans or advances and guarantees or security to subsidiaries, joint ventures and
associates and to parties other than subsidiaries, joint ventures and associates are as per
the table given below:
Guarantees Loans Advances in
(` in crores) (` in crores) nature of loans
(` in crores)
Aggregate amount granted/ provided
during the year:
- Subsidiaries - 13.70 -
- Joint Ventures - - -
- Associates - - -
- Others - - 8.40
Balance outstanding as a balance sheet
date in respect of the above case
- Subsidiaries - 2.08 -
- Joint Ventures - - -
- Associates - - -
- Others - - 14.12
Also refer Note 7, Note 11 and Note 19 to the standalone financial statements.
(b) In respect of the aforesaid investments/loans/advances in nature of the loan, the terms and
conditions under which such loans were granted/investments were made are not prejudicial
to the Company’s interest.
(c) In respect of the aforesaid loans to subsidiaries and advances in the nature of loans to
other parties, the schedule of repayment of principal and payment of interest have been
stipulated, and the parties are repaying the principal amounts, as stipulated, and are also
regular in payment of interest as applicable.
(d) In respect of the aforesaid loans/advances in nature of loans, there is no amount which is
overdue for more than ninety days.
131
(e) There were no loans /advances in nature of loans which fell due during the year and were
renewed/extended. Further, no fresh loans were granted to same parties to settle the
existing overdue loans/advances in nature of loan.
(f) Following loans were granted during the year to related parties under Section 2(76), which
are repayable on demand:
iv. The Company has not granted any loans or provided any guarantees or security to the parties
covered under Sections 185. Further in our opinion and according to the information and
explanation given to us, the Company has complied with the provisions of Section 186 of the
Companies Act 2013 in respect of the investments made, loans provided and the Company has
not provided any guarantees or security to parties covered under Section 186 of the Act.
v. The Company has not accepted any deposits or amounts which are deemed to be deposits
within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under
to the extent notified.
vi. The Central Government of India has not specified the maintenance of cost records under sub-
section (1) of Section 148 of the Act for any of the products of the Company.
vii. (a) According to the information and explanations given to us and the records of the Company
examined by us, in our opinion, the Company is generally regular in depositing undisputed
statutory dues in respect of provident fund, employees’ state insurance, professional tax,
goods and services tax and tax deducted at source under the Income Tax Act, 1961 though
there have been a slight delays in a few cases and is regular in depositing undisputed
statutory dues, including duty of customs and other material statutory dues, as applicable,
with the appropriate authorities.
(b) According to the information and explanations given to us and the records of the Company
examined by us, there are no statutory dues of provident fund, professional tax, employees’
state insurance, customs duty, goods and services tax and cess which have not been
deposited on account of any dispute. The particulars of other statutory dues referred to in
sub-clause (a) as at March 31, 2022 are as follows:
Statue Nature of Gross Value Paid Amount Unpaid Period Forum where
Dues (` in crores)* (` in crores)* amount to which dispute is
involved amount pending
(` in crores)* relates
Central Excise Excise duty 0.50 - 0.50 2011-12 and Commissioner
Act, 1944 2012-13 of Central
Excise
(Bangalore)
Orissa Entry Tax Entry tax 0.00 0.00 0.00 2002-03 Additional
Act, 1999 Commissioner
- Appeals,
Bhubaneswar
Statue Nature of Gross Value Paid Amount Unpaid Period Forum where
Dues (` in crores)* (` in crores)* amount to which dispute is
involved amount pending
(` in crores)* relates
The Central Sales Tax 0.01 0.00 0.01 2002-03 Additional
Sales Tax Act, Commissioner
1956 and Orissa - Appeals,
Sales Tax Act, Bhubaneswar
1947
The Central Value added 0.01 - 0.01 2004-05 Kerala Sales
Sales Tax Act, tax and Tax Appellate
1956 and Kerala Central sales Tribunal,
Value Added Tax tax Ernakulam
Act, 2003
Karnataka Tax Entry tax 0.02 - 0.02 2002-05 Joint
on Entry of Commissioner
Goods Act, 1979 of Commercial
Taxes,
Bengaluru
Andhra Pradesh Entry tax 0.02 0.01 0.01 2006-07 Deputy
Entry Tax Act Commissioner
of Commercial
Taxes,
Secunderabad
The Central Value added 2.01 2.00 0.01 2005-07 High Court,
Sales Tax Act, tax and Karnataka
1956 and The Central sales
Karnataka Value tax
Added Tax Act,
2003
The Central Value added 2.83 0.57 2.26 2011-12 Joint
Sales Tax Act, tax and Commissioner
1956 and Central sales of Commercial
Gujarat Value tax Taxes,
Added Tax Act, Ahmedabad
2003
The Central Value added 5.31 1.59 3.72 2014-15 Karnataka
Sales Tax Act, tax and Commercial
1956 and The Central sales Appellate
Karnataka Value tax Tribunal
Added Tax Act,
2003
The Central Value added 5.35 0.30 5.05 2012-13 to Joint
Sales Tax Act, tax and 2015-16 Commissioner
1956 and Central sales (Appeals),
Uttarakhand tax Dehradun
Value Added Tax
Act, 2005
Kerala Surcharge Surcharge on 3.14 0.70 2.44 2008-09 to Supreme Court
on Taxes Act, sales tax 2016-17
1957
133
Statue Nature of Gross Value Paid Amount Unpaid Period Forum where
Dues (` in crores)* (` in crores)* amount to which dispute is
involved amount pending
(` in crores)* relates
The Central Value added 0.79 0.08 0.71 2014-15 Joint
Sales Tax Act, tax and Commissioner
1956 and The Central sales of Commercial
Orissa Value tax Taxes (Appeals),
Added Tax Act, Bhubaneswar
2004
The Central Value added 0.73 0.15 0.58 2017-18 Assistant
Sales Tax Act, tax and Commissioner
1956 and Kerala Central sales (Appeals) of
Value Added Tax tax State Goods
Act, 2003 and Service Tax
Department,
Kozhikode
The Central Value added 5.67 - 5.67 2011-12, Additional
Sales Tax Act, tax and 2014-15, Deputy
1956 and Delhi Central sales 2015-16 Commissioner
Value Added tax of Commercial
Tax, 2004 Taxes, Delhi
The Central Value added 0.19 0.06 0.13 2016-17 Appellate
Sales Tax Act, tax and Deputy
1956 and Central sales Commissioner,
Telangana Value tax Telangana
Added Tax Act,
2005
The Central Value added 3.81 1.06 2.75 2012-13 Additional
Sales Tax Act, tax and Commissioner
1956 and Uttar Central sales - Appeals,
Pradesh Value tax Lucknow
Added Tax Act,
2008
Textile Textile 1.19 0.60 0.59 1999-05 Karnataka High
Committee Act, committee Court
1963 cess
The Central Value added 18.41 - 18.41 2016-17, Deputy
Sales Tax Act, tax and 2017-18 Commissioner
1956 and Uttar Central sales of Commercial
Pradesh Value tax Taxes, Kanpur
Added Tax Act,
2008
The Central Value added 1.98 0.96 1.02 2015-16 Deputy
Sales Tax Act, tax and Commissioner
1956 and Uttar Central sales of Commercial
Pradesh Value tax Taxes, Lucknow
Added Tax Act,
2008
Statue Nature of Gross Value Paid Amount Unpaid Period Forum where
Dues (` in crores)* (` in crores)* amount to which dispute is
involved amount pending
(` in crores)* relates
Income Tax Act Withholding 0.24 - 0.24 2010-11 Commissioner
1961 Tax of Income
Tax Appeals,
Mumbai
*All amounts in the table above have been rounded off to the nearest crores. The sign
‘0.00’ indicates that the amounts are below ` fifty thousand and the sign ‘-’ indicates that amounts
are nil.
viii. According to the information and explanations given to us and the records of the Company
examined by us, there are no transactions in the books of account that has been surrendered
or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961,
that has not been recorded in the books of account.
ix. (a) According to the records of the Company examined by us and the information and
explanation given to us, the Company has not defaulted in repayment of loans or other
borrowings or in the payment of interest to any lender during the year.
(b) According to the information and explanations given to us and on the basis of our audit
procedures, we report that the Company has not been declared wilful defaulter by any bank
or financial institution or government or any government authority.
(c) In our opinion, and according to the information and explanations given to us, the term
loans have been applied for the purposes for which they were obtained. (Also refer Note
22 to the standalone financial statements).
(d) According to the information and explanations given to us, and the procedures performed
by us, and on an overall examination of the standalone financial statements of the Company,
we report that no funds raised on short-term basis have been used for long-term purposes
by the Company.
(e) According to the information and explanations given to us and on an overall examination
of the standalone financial statements of the Company, we report that the Company has
not taken any funds from any entity or person on account of or to meet the obligations of
its subsidiaries or a joint venture.
(f) According to the information and explanations given to us and procedures performed by us,
we report that the Company has not raised loans during the year on the pledge of securities
held in its subsidiaries or a joint venture.
x. (a) In our opinion, and according to the information and explanations given to us, the monies
raised by way of further public offer during the year have been applied for the purposes
for which they were obtained and there were no delays or defaults regarding the
application.
(b) The Company has not made any preferential allotment or private placement of shares
or fully or partially or optionally convertible debentures during the year. Accordingly, the
reporting under clause 3(x)(b) of the Order is not applicable to the Company.
xi. (a) During the course of our examination of the books and records of the Company, carried
out in accordance with the generally accepted auditing practices in India, and according to
the information and explanations given to us, we have neither come across any instance
of material fraud by the Company or on the Company, noticed or reported during the year,
nor have we been informed of any such case by the Management.
135
(b) During the course of our examination of the books and records of the Company, carried
out in accordance with the generally accepted auditing practices in India, and according to
the information and explanations given to us, a report under Section 143(12) of the Act, in
Form ADT-4, as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014
was not required to be filed with the Central Government. Accordingly, the reporting under
clause 3(xi)(b) of the Order is not applicable to the Company.
(c) During the course of our examination of the books and records of the Company carried
out in accordance with the generally accepted auditing practices in India, and according to
the information and explanations given to us, the Company has received whistle-blower
complaints during the year, which have been considered by us for any bearing on our audit
and reporting. As explained by the management, there were certain complaints in respect
of which investigations are ongoing as on the date of our report and amounts involved in
respect of such complaints are not material.
xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the
reporting under clause 3(xii) of the Order is not applicable to the Company.
xiii. The Company has entered into transactions with related parties in compliance with the provisions
of Sections 177 and 188 of the Act. The details of such related party transactions have been
disclosed in the standalone financial statements as required under Indian Accounting Standard
24 “Related Party Disclosures” specified under Section 133 of the Act.
xiv. (a) In our opinion and according to the information and explanation given to us, the Company
has an internal audit system commensurate with the size and nature of its business.
(b) The reports of the Internal Auditor for the period under audit have been considered
by us.
xv. The Company has not entered into any non-cash transactions with its directors or persons
connected with him. Accordingly, the reporting on compliance with the provisions of Section
192 of the Act under clause 3(xv) of the Order is not applicable to the Company.
xvi. (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of
India Act, 1934. Accordingly, the reporting under clause 3(xvi)(a) of the Order is not applicable
to the Company.
(b) The Company has not conducted non-banking financial or housing finance activities during
the year. Accordingly, the reporting under clause 3(xvi)(b) of the Order is not applicable to
the Company.
(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made
by the Reserve Bank of India. Accordingly, the reporting under clause 3(xvi)(c) of the Order
is not applicable to the Company.
(d) Based on the information and explanations provided by the management of the Company,
the Group has 8 CICs (registered and unregistered) as part of the Group. We have not,
however, separately evaluated whether the information provided by the management is
accurate and complete.
xvii. The Company has not incurred any cash losses in the financial year or in the immediately
preceding financial year.
xviii. There has been no resignation of the statutory auditors during the year and accordingly the
reporting under clause (xviii) is not applicable.
xix. According to the information and explanations given to us and on the basis of the financial ratios
(Refer Note 52 to the standalone financial statements), ageing and expected dates of realisation
of financial assets and payment of financial liabilities, other information accompanying the
standalone financial statements, our knowledge of the Board of Directors and management
plans and based on our examination of the evidence supporting the assumptions, nothing has
come to our attention, which causes us to believe that any material uncertainty exists as on the
date of the audit report that Company is not capable of meeting its liabilities existing at the date
of balance sheet as and when they fall due within a period of one year from the balance sheet
date. We, however, state that this is not an assurance as to the future viability of the Company.
We further state that our reporting is based on the facts up to the date of the audit report and
we neither give any guarantee nor any assurance that all liabilities falling due within a period
of one year from the balance sheet date will get discharged by the Company as and when they
fall due.
xx. As at balance sheet date, the Company does not have any amount remaining unspent under
Section 135(5) of the Act. Accordingly, reporting under clause 3(xx)(a) and (b) of the Order is not
applicable.
xxi. The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of Standalone
Financial Statements. Accordingly, no comment in respect of the said clause has been included
in this report.
For Price Waterhouse & Co Chartered Accountants LLP
Chartered Accountants
Firm Registration Number: 304026E/E-300009
A. J. Shaikh
Partner
Membership Number: 203637
UDIN: 22203637AJFDAP9079
Place: Mumbai
Date: May 18, 2022
137
ADITYA BIRLA FASHION AND RETAIL LIMITED
STANDALONE BALANCE SHEET AS AT MARCH 31, 2022
` in Crore
Notes Page As at As at
No. March 31, 2022 March 31, 2021
ASSETS
I Non-current assets
(a) Property, plant and equipment 3a 169 569.20 534.50
(b) Capital work-in-progress 3b 170 61.04 34.64
(c) Right-of-use assets 4a 171 2,278.90 2,066.89
(d) Goodwill 5 172 1,859.60 1,859.60
(e) Other intangible assets 5 172 43.78 45.33
(f) Financial assets
(i) Investment in subsidiaries and joint venture 6a 174 827.80 682.87
(ii) Other investments 6b 175 7.32 6.66
(iii) Loans 7 177 3.63 2.59
(iv) Security deposits 8 177 307.57 303.74
(v) Other financial assets 9 178 165.08 145.84
(g) Deferred tax assets (net) 10 178 353.10 321.23
(h) Non-current tax assets (net) 20.38 21.55
(i) Other non-current assets 11 179 87.05 64.97
Total - Non-current assets 6,584.45 6,090.41
II Current assets
(a) Inventories 12 179 2,729.23 1,742.93
(b) Financial assets
(i) Current investments 6c 175 537.42 299.53
(ii) Loans 13 180 6.84 6.49
(iii) Security deposits 14 180 117.27 99.79
(iv) Trade receivables 15 180 754.40 599.90
(v) Cash and cash equivalents 16 183 107.81 164.26
(vi) Bank balance other than Cash and cash 17 184 0.11 0.28
equivalents
(vii) Other financial assets 18 184 51.83 58.31
(c) Other current assets 19 185 712.04 578.26
Total - Current assets 5,016.95 3,549.75
TOTAL - ASSETS 11,601.40 9,640.16
139
ADITYA BIRLA FASHION AND RETAIL LIMITED
STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2022
` in Crore
Notes Page Year ended Year ended
No. March 31, 2022 March 31, 2021
141
ADITYA BIRLA FASHION AND RETAIL LIMITED
STANDALONE STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2022
` in Crore
Notes Year ended Year ended
March 31, 2022 March 31, 2021
Cash flows from operating activities
Loss before tax (113.47) (776.44)
Adjustments for:
Depreciation and amortisation expense 36 946.85 945.00
Finance costs 35 337.88 496.17
Gain on retirement of right-of-use assets 32 (14.85) (20.54)
Rent concession on lease rentals 4b, 40k & 44a (215.43) (340.43)
(Profit)/ Loss on sale/ discard of property, plant and (2.67) 0.67
equipment
Fair value changes in derivative financial instrument 2.94 0.39
(net)
Share-based payment to employees 34 28.58 11.88
Interest income 32 (9.32) (3.40)
Liabilities no longer required written back (1.91) (3.83)
Net gain on sale of current investments 32 (19.33) (3.20)
Net Unrealised exchange (gain)/ loss 3.69 1.46
Expense/ (income) on financial assets/ liabilities that (31.16) (26.84)
is designated as fair value through profit or loss
Provision for doubtful debts, deposits and advances 37 7.19 14.17
Bad debts written off 37 1.16 -
Operating profit before working capital changes 920.15 295.06
Changes in working capital:
(Increase)/ decrease in trade receivables (161.50) 232.82
(Increase)/ decrease in inventories (986.30) 606.47
(Increase)/ decrease in other assets (179.91) (151.17)
Increase/ (decrease) in trade payables 1,221.78 (151.21)
Increase/ (decrease) in provisions 13.63 (8.00)
Increase/ (decrease) in other liabilities 174.05 325.43
Cash generated from operations 1,001.90 1,149.40
Income taxes paid (net of refund) 1.16 0.87
Net cash flows from operating activities 1,003.06 1,150.27
Cash flows from investing activities
Purchase of property, plant and equipment, (273.46) (147.53)
intangible assets and capital advance
Consideration paid for acquisition of/ investment in 6a (144.94) (523.07)
subsidiaries and joint venture
Purchase of current investments (9,800.01) (12,359.02)
Inter-corporate deposits to subsidiaries (11.62) (26.86)
Investment in treasury shares held by ESOP trust 1.37 (3.97)
Proceeds from sale of property, plant and 29.48 2.71
equipment and intangible assets
Proceeds from sale/ maturity of current investments 9,581.50 12,069.35
Repayment of Inter-corporate deposits by 50.04 0.60
subsidiaries
Interest received 9.51 3.17
Net cash flows used in investing activities (558.13) (984.62)
143
ADITYA BIRLA FASHION AND RETAIL LIMITED
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
1. CORPORATE INFORMATION
Aditya Birla Fashion and Retail Limited (the “Company”), a public company domiciled in India
and incorporated under the provisions of the Companies Act, 1956. Its equity shares are listed
on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) in India. The registered
office of the Company is located at Piramal Agastya Corporate Park, Building ‘A’, 4th and 5th
Floor, Unit No. 401, 403, 501, 502, L.B.S. Road, Kurla, Mumbai - 400 070.
The Company is engaged in the business of manufacturing and retailing of branded apparels
and runs a chain of apparels and accessories retail stores in India.
The standalone financial statements, as reviewed and recommended by the Audit Committee,
have been approved by the Board of Directors in their meeting held on May 18, 2022.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Inter-segment transfers
The Company generally accounts for inter-segment sales at arm’s length basis in a manner
similar to transactions with third parties.
Unallocated items
Unallocated items include general corporate income, expense and other common assets
and liabilities which are not allocated to any business segment.
145
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
value measurement is based on the presumption that the transaction to sell the asset or
transfer the liability takes place either:
(a) In the principal market for the asset or liability; or
(b) In the absence of a principal market, in the most advantageous market for the asset
or liability.
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market
participants would use when pricing the asset or liability, assuming that market participants
act in their best economic interest.
A fair value measurement of a non-financial asset takes into account a market participant’s
ability to generate economic benefits by using the asset in its highest and best use, or by
selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances, and
for which sufficient data are available to measure the fair value, maximising the use of
relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial
statements are categorised within the fair value hierarchy based on its nature, characteristics
and risks:
• Level 1 - inputs are quoted (unadjusted) market prices in active markets for identical
assets or liabilities that the entity can access at the measurement date;
• Level 2 - valuation techniques for which the lowest level input that is significant to the
fair value measurement is directly or indirectly observable; and
• Level 3 - valuation techniques for which the lowest level input that is significant to the
fair value measurement is unobservable.
For assets and liabilities that are recognised in the financial statements on a recurring basis,
the Company determines whether transfers have occurred between levels in the hierarchy
by re-assessing categorization (based on the lowest level of input that is significant to the
fair value measurement as a whole) at the end of each reporting period.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Refund liabilities
A refund liability is the obligation to refund part or all of the consideration received (or
receivable) from the customer. The Company has therefore recognised refund liabilities in
respect of customer’s right to return. The liability is measured at the amount the Company
ultimately expects it will have to return to the customer. The Company updates its estimate
of refund liabilities (and the corresponding change in the transaction price) at the end of
each reporting period.
The Company has presented its right to return assets and refund liabilities under other
current assets and other current liabilities, respectively.
147
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Interest income
Interest income on all debt instruments is measured at amortised cost. Interest income
is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the
estimated future cash payments or receipts over the expected life of the financial instrument
or a shorter period, where appropriate, to the gross carrying amount of the financial asset.
When calculating the EIR, the Company estimates the expected cash flows by considering
all the contractual terms of the financial instrument. Interest income is included in other
income in the Standalone Statement of Profit and Loss.
Commission income
In case of sales of goods, where the Company is an agent in the transaction, the difference
between the revenue and the cost of the goods sold is disclosed as commission income
in other operating income.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
(VIII) Taxes
Current tax
The Income tax expense or credit for the period is the tax payable on the current period’s
taxable income based on the applicable income tax rate adjusted by changes in deferred
tax assets and liabilities attributable to temporary differences and to unused tax losses.
Income tax assets and liabilities are measured at the amount expected to be recovered
from or paid to the taxation authorities. The tax rates and tax laws used to compute the
amount are those that are enacted or substantively enacted at the reporting date in India.
The management periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation and establishes
provisions where appropriate.
Deferred tax
Deferred tax is recognised on temporary differences between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except when the
deferred tax liability arises from the initial recognition of goodwill or an asset or a liability
in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor the taxable profit or loss.
Deferred tax assets are recognised for all deductible temporary differences, the carry
forward of unused tax credits and any unused tax losses. Deferred tax assets are
recognised to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences and the carry forward of unused tax credits
and unused tax losses can be utilised, except when the deferred tax asset relating to the
deductible temporary difference arises from the initial recognition of an asset or a liability
in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor the taxable profit or loss.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced
to the extent that it is no longer probable that sufficient taxable profit will be available to
allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets
are re-assessed at each reporting date and are recognised to the extent that it has become
probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply
in the year when the asset is realised or the liability is settled, based on tax rates and tax
laws that have been enacted or substantively enacted at the reporting date.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists
to set off current tax assets against current tax liabilities and the deferred taxes relate to
the same taxable entity and the same taxation authority.
149
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Tax benefits acquired as a part of business combination, but not satisfying the criteria
for separate recognition at that date, are recognised subsequently if new information is
received or circumstances change. Acquired deferred tax benefits recognised within the
measurement period reduce goodwill related to that acquisition, if they result from new
information obtained about facts and circumstances existing at the acquisition date.
The Company had adopted the new tax regime in the Financial Year 2019-20 under Section
115BAA of the Income Tax Act, 1961 as introduced by the Taxation Laws (Amendment)
Ordinance, 2019.
Current tax and deferred tax relating to items recognised outside the Standalone Statement
of Profit and Loss are recognised outside the Standalone Statement of Profit and Loss
(either in OCI or in equity). Current tax and deferred tax items are recognised in correlation
to the underlying transaction either in OCI or directly in equity.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Useful life of assets different from that prescribed in Schedule II has been estimated by
the management, supported by technical assessment.
Leasehold assets
Assets Estimated useful life
Leasehold improvements at stores 5 to 6 years or period of lease, whichever
is shorter
Leasehold improvements other than stores Period of lease
Based on managements’ assessment, items of property, plant and equipment individually
costing less than five thousand rupees, are depreciated within one year from the date the
asset is ready to use or useful life of class of asset to which these assets belong.
Gains or losses on disposal of property, plant and equipment are determined by comparing
proceeds with carrying amount. These are included in the Standalone Statement of Profit
and Loss within other gains/ losses.
151
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The residual values, useful lives and methods of depreciation of property, plant and
equipment are reviewed at each financial year end and adjusted prospectively, if
appropriate.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
payment arrangements and assets or disposal groups that are classified as held for sale,
acquired or assumed in a business combination are measured as per the applicable Ind-
AS.
Judgement is applied in determining the acquisition date and determining whether control
is transferred from one party to another. Control exists when the Company is exposed to
or has rights to variable returns from its involvement with the entity and has the ability to
affect those returns through power over the entity. In assessing control, potential voting
rights are considered only if the rights are substantive.
At the acquisition date, goodwill on business combination is initially measured at cost,
being the excess of the sum of the consideration transferred, the amount recognised for
any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously
held equity interest in the acquiree (if any) over the net identifiable assets acquired and
the liabilities assumed.
After initial recognition, goodwill is measured at cost less any accumulated impairment
losses. For the purposes of impairment testing, goodwill acquired in a business combination
is allocated to each of the Company’s cash- generating units that are expected to benefit
from the synergies of the combination, irrespective of whether other assets or liabilities
of the acquiree are assigned to those units.
A cash-generating unit (CGU) to which goodwill has been allocated is tested for impairment
annually as at reporting date. When the recoverable amount of the CGU is less than its
carrying amount, an impairment loss is recognised.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is
included in the determination of the profit or loss on disposal.
153
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
(XIII) Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease.
A contract is, or contains, a lease if the contract conveys the right to control the use of an
identified asset for a period of time in exchange for consideration. To assess whether a
contract conveys the right to control the use of an identified asset, the Company assess
whether:
• The contract involves the use of an identified asset – this may be specified explicitly or
implicitly and should be physically distinct or represent substantially all of the capacity
of a physically distinct asset. If the supplier has a substantive substitution right, then
the asset is not identified;
• The Company has the right to obtain substantially all of the economic benefits from
the use of the asset throughout the period of use; and
• The Company has the right to direct the use of the asset. The Company has the right
when it has the decision-making rights that are most relevant to changing how and
for what purpose the asset is used. In rare cases where the decision about how and
for what purpose the asset is used is predetermined, the Company has the right to
direct the use of the asset either the Company has the right to operate the asset;
or the Company designed the asset in a way that predetermines how and for what
purpose it will be used.
At inception or on reassessment of a contract that contains a lease component, the Company
allocates the consideration in the contract to each lease component on the basis of their
relative stand-alone prices.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Lease liabilities
The lease liability is initially measured at the present value of the lease payments that
are not paid at the commencement date. The lease payments are discounted using the
interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot
be readily determined, the Company uses incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise of fixed
payments, including in- substance fixed payments. The lease liabilities are measured at
amortised cost using the effective interest method.
In addition, the carrying amount of lease liabilities is re-measured if there is a modification
arising due to change in the lease term, change in the lease payments or a change in the
assessment of an option to purchase the underlying asset. When the lease liability is re-
measured in this way, a corresponding adjustment is made to the carrying amount of the
right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use
asset has been reduced to zero.
The Company presents right-of-use assets that do not meet the definition of investment
property, and lease liabilities, separately in the Standalone Balance Sheet.
155
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
accounting, could be practically difficult in the current environment. The objective of the
amendment is to provide lessees that have been granted Covid-19 related rent concessions
with practical relief, while still providing useful information about leases to users of the
financial statements.
As a practical expedient, a lessee may elect not to assess whether a COVID-19 related rent
concession from a lessor is a lease modification. A lessee that makes this election accounts
for any change in lease payments resulting from the COVID-19 related rent concession
the same way it would account for the change under Ind AS 116, if the change were not a
lease modification. The practical expedient applies only to rent concessions occurring as
a direct consequence of the COVID-19 pandemic and only if all of the following conditions
are met:
(i) The change in lease payments results in revised consideration for the lease that is
substantially the same as, or less than, the consideration for the lease immediately
preceding the change.
(ii) any reduction in lease payments affect only payments originally due on or before
June 30, 2022.
(iii) There is no substantive change to other terms and conditions of the lease.
Pursuant to the above amendment, the Company has applied the practical expedient with
effect from April 01, 2020. The Company has accounted the unconditional rent concessions
in “Rent expense” in the Standalone Statement of Profit and Loss. Adoption of the COVID-19
related concessions – amendments to Ind AS 116, Leases with effect from April 1, 2021
has resulted in recognition of ` 215.43 crore as income from lease concession during the
year. This amendment is not expected to have any material impact on the Statement of
Profit and Loss for the future years.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
For the purpose of subsequent measurement, financial instruments of the Company are
classified in the following categories:
(a)
Non-derivative financial assets
(i) Financial assets at amortised cost
Financial asset is measured at amortised cost using Effective Interest Rate (EIR),
if both the conditions are met:
• The asset is held within a business model whose objective is to hold assets
in order to collect contractual cash flows; and
• The contractual terms of the instrument give rise on specified dates to cash
flows that are solely payments of principal and interest on the principal
amount outstanding.
(ii) Financial assets at Fair Value Through Other Comprehensive Income (FVTOCI)
An instrument shall be measured at FVTOCI, if both of the following conditions
are met:
• The objective of the business model is achieved by both collecting contractual
cash flows and selling financial assets; and
• The asset’s contractual cash flows represent Solely Payments of Principal
and Interest (SPPI).
Financial assets included within FVTOCI category are measured initially as well as at
each reporting period at fair value plus transaction cost. Fair value movements are
recognised in other comprehensive income. However, the Company recognises
interest income, impairment losses and reversals and foreign exchange gain/
(loss) in the Standalone Statement of Profit and Loss. On de-recognition of the
asset, cumulative gain or loss previously recognised in OCI is reclassified from
equity to the Standalone Statement of Profit and Loss.
157
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
159
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
161
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
• For the purposes of recognising foreign exchange gains and losses, FVTOCI
financial assets are treated as financial assets measured at amortised cost.
Thus, the exchange differences on the amortised cost are recognised in the
Standalone Statement of Profit and Loss, and other changes in the fair value
of FVTOCI financial assets are recognised in OCI.
For financial liabilities that are denominated in a foreign currency and are
measured at amortised cost at the end of each reporting period, the foreign
exchange gains and losses are determined based on the amortised cost of the
instruments and are recognised in ‘Other income’.
The Company de-recognises a financial asset when the contractual rights to the cash
flows from the asset expire, or when it transfers the financial asset and substantially all
the risks and rewards of ownership of the asset to another party. If the Company neither
transfers nor retains substantially all the risks and rewards of ownership and continues
to control the transferred asset, the Company recognises its retained interest in the asset
and an associated liability for the amounts it may have to pay. If the Company retains
substantially all the risks and rewards of ownership of a transferred financial asset, the
Company continues to recognise the financial asset and also recognises a collateralised
borrowing for the proceeds received.
On de-recognition of a financial asset in its entirety, the difference between the asset’s
carrying amount and the sum of the consideration received and receivable, and the
cumulative gain or loss that had been recognised in OCI and accumulated in equity is
recognised in the Standalone Statement of Profit and Loss.
On de-recognition of a financial asset other than in its entirety (for example: when the
Company retains an option to repurchase part of a transferred asset), the Company
allocates the previous carrying amount of the financial asset between the part it continues
to recognise under continuing involvement and the part it no longer recognises on the
basis of the relative fair values of those parts on the date of the transfer. The difference
between the carrying amount allocated to the part that is no longer recognised and the
163
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
sum of the consideration received for the part no longer recognised and any cumulative
gain or loss allocated to it that had been recognised in other comprehensive income is
recognised in the Standalone Statement of Profit and Loss. A cumulative gain or loss that
had been recognised in other comprehensive income is allocated between the part that
continues to be recognised and the part that is no longer recognised on the basis of the
relative fair values of those parts.
The Company de-recognises financial liabilities only when the Company’s obligations are
discharged, cancelled or have expired. An exchange with a lender of debt instruments
with substantially different terms is accounted for as an extinguishment of the original
financial liability and the recognition of a new financial liability. Similarly, a substantial
modification of the terms of an existing financial liability (whether or not attributable to
the financial difficulty of the debtor) is accounted for as an extinguishment of the original
financial liability and the recognition of a new financial liability. The difference between
the carrying amount of the financial liability de-recognised and the consideration paid and
payable is recognised in the Standalone Statement of Profit and Loss.
(XVI) Inventories
Raw materials, components, stores and spares, and packing materials are valued at lower
of cost or net realisable value. However, these items are considered to be realisable at cost
if the finished products, in which they will be used, are expected to be sold at or above
cost. Cost includes cost of purchase and other costs in bringing the inventories to their
present location and condition. Cost is determined on weighted average cost basis.
Traded goods, work-in-progress and finished goods are valued at cost or net realisable value,
whichever is lower. Work-in-progress and finished goods include costs of direct materials,
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
165
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
of Profit and Loss, on accrual basis. The Company recognises contribution payable
to the provident fund scheme as an expense, when an employee renders the related
service. The Company has no obligation, other than the contribution payable to the
provident fund.
(d)
Compensated absences
The employees of the Company are entitled to compensated absences. The employees
can carry forward a portion of the unutilised accumulating compensated absences and
utilise it in future periods or receive cash at retirement or termination of employment.
The Company records an obligation for compensated absences in the period in which
the employee renders the services that increases this entitlement. The Company
measures the expected cost of compensated absences as the additional amount
that the Company expects to pay as a result of the unused entitlement that has
accumulated at the end of the reporting period. The Company recognises accumulated
compensated absences based on actuarial valuation in the Standalone Statement of
Profit and Loss.
The Company presents the entire leave as a current liability in the Standalone Balance
Sheet, since it does not have any unconditional right to defer its settlement for twelve
months after the reporting date.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
167
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
and events such as bonus issue, bonus element in a rights issue that have changed the
number of equity shares outstanding, without a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss for the
period attributable to equity shareholders of the Company and the weighted average
number of shares outstanding during the period are adjusted for the effects of all dilutive
potential equity shares.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 3a
PROPERTY, PLANT AND EQUIPMENT
` in Crore
Freehold Freehold Plant and Leasehold Computers Furniture Office Vehicles Total
land* buildings* equipment improvements and fixtures equipment
Cost
As at April 01, 2020 5.92 42.74 216.51 298.03 112.59 509.26 133.42 15.90 1,334.37
As at March 31, 2021 5.92 43.36 218.58 312.47 116.10 498.47 134.66 12.87 1,342.43
As at March 31, 2022 5.92 43.36 247.32 359.18 128.02 509.00 141.05 9.04 1,442.89
Depreciation
As at April 01, 2020 - 4.11 79.65 152.40 76.12 311.81 66.63 5.55 696.27
Depreciation for the year - 1.56 39.70 48.33 17.26 88.05 7.02 3.73 205.65
(Refer Note - 36)
As at March 31, 2021 - 5.67 102.24 180.22 88.68 354.04 70.60 6.48 807.93
Depreciation for the year - 1.57 56.11 49.36 7.93 75.60 7.43 2.76 200.76
(Refer Note - 36)
As at March 31, 2022 - 7.24 118.51 208.80 95.11 363.30 76.11 4.62 873.69
March 31, 2022 5.92 36.12 128.81 150.38 32.91 145.70 64.94 4.42 569.20
March 31, 2021 5.92 37.69 116.34 132.25 27.42 144.43 64.06 6.39 534.50
* The title deeds of immovable properties, included in Property, Plant and Equipment above are
held in the name of the Company except for Freehold land and Freehold building wherein the Gross
Block amounting to ` 5.92 Crore (March 31, 2021: ` 5.92 Crore) and ` 0.13 Crore (March 31, 2021:
` 0.13 Crore), respectively, which are held in the name of the demerged companies and are in the
process of being transferred to the Company.
169
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 3b
CAPITAL WORK-IN-PROGRESS
` in Crore
As at As at
March 31, 2022 March 31, 2021
` in Crore
Capital work-in-progress whose To be completed in
completion is overdue or has
exceeded its cost compared to its Less than 1-2 years 2-3 years More than Total
original plan 1 Year 3 years
(i) Project 1 - - - - -
(ii) Project 2 - - - - -
` in Crore
Capital work-in-progress whose To be completed in
completion is overdue or has
exceeded its cost compared to its Less than 1-2 years 2-3 years More than Total
original plan 1 Year 3 years
(i) Project 1 - - - - -
(ii) Project 2 - - - - -
There are no projects as on the reporting periods where costs have been exceeded cost as compared
to its original plan or where completion is overdue.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 4
RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
(a) Right-of-use assets
` in Crore
Land Buildings* Plant and Computers Furniture and Office Total
equipment fixtures equipment
Cost
As at April 01, 2020 10.42 2,719.66 9.56 3.70 38.77 1.62 2,783.73
Additions - 715.27 6.96 0.20 51.41 2.32 776.16
Termination - 243.23 - - - - 243.23
As at March 31, 2021 10.42 3,191.70 16.52 3.90 90.18 3.94 3,316.66
Additions - 1,025.65 4.78 - 6.40 2.28 1,039.11
Termination - 162.58 - - - - 162.58
As at March 31, 2022 10.42 4,054.77 21.30 3.90 96.58 6.22 4,193.19
Depreciation
As at April 01, 2020 0.39 608.66 0.04 0.02 0.18 0.01 609.30
Depreciation for the year (Refer Note - 36) 0.13 714.88 1.74 - 7.33 0.04 724.12
Termination - 83.65 - - - - 83.65
As at March 31, 2021 0.52 1,239.89 1.78 0.02 7.51 0.05 1,249.77
Depreciation for the year (Refer Note - 36) 0.13 708.02 4.03 0.79 18.20 1.04 732.21
Termination - 67.69 - - - - 67.69
As at March 31, 2022 0.65 1,880.22 5.81 0.81 25.71 1.09 1,914.29
Net carrying value as at:
As at March 31, 2022 9.77 2,174.55 15.49 3.09 70.87 5.13 2,278.90
As at March 31, 2021 9.90 1,951.81 14.74 3.88 82.67 3.89 2,066.89
* The title deeds of Right-of-use assets above are held in the name of the Company except for buildings wherein
the Gross Block amounts to ` 259.93 Crore (March 31, 2021: ` 259. 93 Crore) which are held in the name of the
demerged companies and are in the process of being transferred to the Company.
Net carrying value
` in Crore
As at As at
March 31, 2022 March 31, 2021
Right-of-use assets 2,278.90 2,066.89
Total 2,278.90 2,066.89
171
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 5
GOODWILL AND OTHER INTANGIBLE ASSETS
` in Crore
Goodwill Brands/ Computer Technical Franchisee Total
Trademarks software know - how rights
Cost
As at April 01, 2020 1,859.60 27.89 80.81 1.84 33.81 2,003.95
Additions - - 4.34 - - 4.34
Disposals - - 0.26 - - 0.26
As at March 31, 2021 1,859.60 27.89 84.89 1.84 33.81 2,008.03
Additions - - 13.34 - - 13.34
Disposals - - 1.47 - - 1.47
As at March 31, 2022 1,859.60 27.89 96.76 1.84 33.81 2,019.90
Amortisation
As at April 01, 2020 - 12.74 63.56 1.28 10.55 88.13
Amortisation for the year - 2.91 10.94 0.20 1.18 15.23
(Refer Note - 36)
Disposals - - 0.26 - - 0.26
As at March 31, 2021 - 15.65 74.24 1.48 11.73 103.10
Amortisation for the year - 2.91 9.59 0.20 1.18 13.88
(Refer Note - 36)
Disposals - - 0.46 - - 0.46
As at March 31, 2022 - 18.56 83.37 1.68 12.91 116.52
NOTE: 5A
IMPAIRMENT TESTING OF GOODWILL
Goodwill acquired through various business combinations has been allocated to the three Cash-
Generating Units (CGUs) as below:
1. Pantaloons CGU
2. Madura Fashion & Lifestyle CGU
3. Forever 21 CGU
Pantaloons CGU
During the year ended March 31, 2013, the Company acquired Pantaloons format business
(‘Pantaloons business’) from Future Retail Limited (“FRL”), which consisted of fashion retail business
operating under the brand name “Pantaloons”. Pantaloons is a leading large format fashion retailer
engaged in retailing of apparel and accessories. The business thus acquired is Pantaloons CGU.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Forever 21 CGU
Effective July 01, 2016, the Company acquired exclusive franchise rights for the Indian market of
Forever 21 business comprising of operating retail stores in India for the sale of clothing, artificial
jewellery, accessories and related merchandise under the brand name “Forever 21” (“F21”), and is
considered as a separate CGU.
For the purpose of Segment reporting, Madura Fashion & Lifestyle and Forever 21 CGUs have been
aggregated to form one segment in accordance with Ind AS 108, considering the same is operated
and monitored by the Company as one.
Carrying amounts of Goodwill allocated to each of the CGUs are as below:
` in Crore
As at As at
March 31, 2022 March 31, 2021
Pantaloons CGU 1,167.55 1,167.55
Madura Fashion & Lifestyle CGU 627.67 627.67
Forever 21 CGU 64.38 64.38
Total 1,859.60 1,859.60
Disclosures with respect to Goodwill allocated to the CGUs
173
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The cost of debt is based on the interest-bearing borrowings of the Company. Adjustments to the
discount rate are made to factor in the specific amount and timing of the future tax flows in order
to reflect a pre-tax discount rate.
As at March 31, 2022 As at March 31, 2021
Pantaloons Madura Forever 21 Pantaloons Madura Forever 21
CGU Fashion & CGU CGU Fashion & CGU
Lifestyle Lifestyle
CGU CGU
Discount rate 14.50% 15.00% 14.90% 13.64% 14.41% 15.41%
NOTE: 6
NON-CURRENT FINANCIAL ASSETS – INVESTMENTS
` in Crore
As at As at
March 31, 2022 March 31, 2021
(a) Investments in subsidiaries and joint venture
Investments in subsidiaries: (Carried at cost)
Unquoted equity instruments
1,46,98,620 (March 31, 2021: 61,37,055) fully paid equity shares of 229.75 104.75
` 10/- each of Jaypore E-Commerce Private Limited (Refer Note - 1
below)
10,000 (March 31, 2021: 10,000) fully paid equity shares of ` 10/- 0.25 0.25
each of TG Apparel & Decor Private Limited (Refer Note - 1 below)
8,62,102 (March 31, 2021: 6,31,670) fully paid equity shares of 77.78 57.85
` 10/- each of Finesse International Design Private Limited (Refer
Note - 2 below)
Sabyasachi Calcutta LLP (Refer Note - 3 below) 389.84 389.84
Share of Profit Ratio:
Aditya Birla Fashion and Retail Limited - 51%
Mr. Sabyasachi Mukherjee - 49%
2,80,00,000 (March 31, 2021: 2,80,00,000) fully paid equity shares 63.00 63.00
of ` 10/- each of Indivinity Clothing Retail Private Limited (Refer
Note - 4 below)
Investments in joint venture: (Carried at cost)
3,579 (March 31, 2021: 3,579) fully paid equity shares of ` 10/- each 67.18 67.18
of Goodview Fashion Private Limited (Refer Note - 5 below)
Total 827.80 682.87
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
` in Crore
As at As at
March 31, 2022 March 31, 2021
(b) Other Investments: (Carried at fair value through other
comprehensive income)
Unquoted equity instruments
7,000 (March 31, 2021: 7,000) fully paid equity shares of ` 10/- 7.32 6.66
each of Birla Management Centre Services Limited*
Total 7.32 6.66
175
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
` in Crore
As at As at
March 31, 2022 March 31, 2021
Aggregate book value of unquoted investments 835.12 689.53
Aggregate book value of quoted investments 537.42 299.53
Aggregate market value of quoted investments 537.42 299.53
Aggregate amount of impairment in value of investments - -
Notes:
1. During the year ended March 31, 2020, the Board of Directors of the Company approved
acquisition of 100% stake in Jaypore E-Commerce Private Limited (“Jaypore”) and TG Apparel &
Decor Private Limited (“TG Apparel”). Post completion of the conditions precedent under the
aforesaid Share Purchase Agreement(s), Jaypore and TG Apparel became the wholly-owned
subsidiaries of the Company w.e.f. July 02, 2019. Consequent to the above, Jaypore Inc., USA,
an overseas wholly-owned subsidiary of Jaypore had also become a wholly-owned subsidiary
of the Company. As at March 31, 2022, TG Apparel has negative net worth of ` 0.46 Crore
(March 31, 2021: ` 0.25 Crore) due to losses incurred. During the year, the Company has infused
` 125.00 Crore under Rights Issue in Jaypore E-Commerce Private Limited to support the existing
operations and growth of the business resulting in positive net worth as at March 31, 2022.
These two subsidiaries are of strategic importance to the Company and have a long-term
potential. Accordingly, management is of the view that there is no diminution in the value of
these investments. The Company has committed to provide support to fund the operations of
TG Apparel. Jaypore Inc., USA, an overseas wholly-owned subsidiary of Jaypore was dissolved
on September 21, 2020.
2. The Company entered into a strategic partnership with India’s leading designers “Shantanu
& Nikhil” by way of acquisition of 51% stake in ‘Finesse International Design Private Limited’
(“Finesse”). The said acquisition was done through a combination of primary equity infusion and
secondary share purchase by way of signing of Share Subscription and Purchase Agreement
(“SSPA”) and Shareholders’ Agreement with Finesse and its shareholders. Consequent to
aforesaid, Finesse became the subsidiary of the Company w.e.f. July 26, 2019.
During the year, the Company has infused ` 19.93 Crore under Rights Issue to support the
existing operations and growth of the business.
3. On January 27, 2021, the Board of Directors approved the acquisition of 51% stake in Sabyasachi
Calcutta LLP [formerly M/s. Sabyasachi Couture, a partnership firm (“Sabyasachi”)] by entering
into a Framework Agreement. On February 24, 2021, post completion of the customary closing
conditions under the Agreement, the Company concluded the acquisition. Considering the terms
of the Agreement, investment in Sabyasachi is considered as a subsidiary of the Company. Also
refer Note - 9 and Note - 23.
4. On February 24, 2021, the Board of Directors approved the acquisition of 80% stake in Indivinity
Clothing Retail Private Limited [“ICRPL”] by way of entering into ‘Share Subscription and
Shareholders Agreement’ [“SSSA”]. On March 26, 2021, post completion of the customary closing
conditions under the said SSSA, ICRPL became a subsidiary of the Company.
5. On February 24, 2021, the Board of Directors approved the acquisition of 33.50% stake in
Goodview Fashion Private Limited [formerly known as Goodview Properties Private Limited]
[“GFPL”], by way of entering into a ‘Share Purchase and Subscription agreement’ [“SPSA”] along
with a ‘Shareholders Agreement’. On March 19, 2021, post completion of the customary closing
conditions under the said SPSA, the Company concluded the acquisition. Considering the terms of
the SPSA and Shareholders’ Agreement, the investment in GFPL is considered as a Joint Venture.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
On or after the expiry of 3 years from the Closing Date and till the expiry of 5 years from the
Closing Date, the Company has right but not an obligation, to acquire all or such number of
Promoter securities from the Key Promoter so as to increase the shareholding to 51%. This is
referred to as the Tranche 2 call option. Tranche 2 call option will be exercised by acquiring the
said equity shares at a value based on specific formula.
Also, the agreement stipulates a simultaneous call and put option (the Company holds the call
options and has written the put options), whereby, after the expiry of 10 years, in certain specified
time periods, the Company can acquire, if it exercises the call option it holds, and will also be
required to acquire, if Key Promoter exercises the put options the Company has written, all or
such number of equity shares so as to increase its shareholding to 100%. These call and put
options are to be exercised by acquiring/selling the said equity shares at fair value. Accordingly,
the fair value of the option is Nil.
NOTE: 7
NON-CURRENT FINANCIAL ASSETS - LOANS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Loans and advances to employees
Secured, considered good - -
Unsecured, considered good 1.55 2.59
Loans receivables, which have significant increase in credit risk - -
Credit impaired - -
Loan to related party (Refer Note - 46)*
Unsecured, considered good 2.08 -
Total 3.63 2.59
* The Company has outstanding loan advanced to TG Apparel & Decor Private Limited (a wholly
owned subsidiary) at an interest rate of 7.45% p.a.
NOTE: 8
NON-CURRENT FINANCIAL ASSETS - SECURITY DEPOSITS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Security deposits
Deposits to related party - unsecured, considered good 5.64 5.64
(Refer Note - 46)
Unsecured, considered good 301.93 298.10
Unsecured, considered doubtful 0.31 0.14
Provision for doubtful deposits (0.31) (0.14)
Total 307.57 303.74
177
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 9
NON-CURRENT FINANCIAL ASSETS - OTHERS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Other bank balance
Bank deposits with more than 12 months maturity from the 0.48 0.28
Balance Sheet date
Derivative Instruments* 164.60 145.56
Total 165.08 145.84
* During the previous year, the Company acquired 51% stake in Sabyasachi Calcutta LLP by entering
into an agreement on February 24, 2021. Under the terms of the agreement, the Company has a
Call option to purchase the entire holding of Mr. Sabyasachi Mukherjee in case the Put Option (as
specified in Note - 23) is not exercised by Mr. Sabyasachi Mukherjee at the end of fourteen years.
Accordingly, the Company has accounted the fair value of call option of ` 164.60 Crore (March 31,
2021: ` 145.56 Crore) as non-current financial asset based on independent valuation performed by
the Company’s appointed independent valuer.
NOTE: 10
DEFERRED TAX ASSETS (NET)
Reflected in the Standalone Balance Sheet as follows:
` in Crore
As at As at
March 31, 2022 March 31, 2021
Deferred tax assets 353.10 321.23
Deferred tax assets/ (liabilities) (net) 353.10 321.23
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 11
OTHER NON-CURRENT ASSETS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Capital advances 8.94 1.12
Prepayments 37.36 11.30
Advances to suppliers - 3.00
Balances with government authorities (other than income tax) 40.08 47.00
Other receivables 0.67 2.55
Total 87.05 64.97
NOTE: 12
INVENTORIES
` in Crore
As at As at
March 31, 2022 March 31, 2021
At lower of cost and net realisable value
Raw materials 286.41 188.82
Includes Goods-in-transit ` 125.03 Crore (March 31, 2021: FALSE
` 71.57 Crore)
Work-in-progress 33.18 20.61
Finished goods 270.08 136.66
Stock-in-trade 2,116.23 1,378.22
Includes Goods-in-transit ` 28.46 Crore (March 31, 2021: FALSE
` 18.03 Crore)
Stores and spares 2.37 1.99
Packing materials 20.96 16.63
Total 2,729.23 1,742.93
During the year ended March 31, 2022 ` 34.46 Crore (March 31, 2021: ` 15.32 Crore) is recognised
as an expense for inventories carried at net realisable value.
179
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 13
CURRENT FINANCIAL ASSETS - LOANS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Loans and advances to employees
Secured, considered good - -
Unsecured, considered good 6.84 6.49
Loans receivables, which have significant increase in credit risk - -
Credit impaired - -
Total 6.84 6.49
NOTE: 14
CURRENT FINANCIAL ASSETS - SECURITY DEPOSITS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Security deposits
Unsecured, considered good 117.27 99.79
Unsecured, considered doubtful 9.13 7.97
Provision for doubtful deposits (9.13) (7.97)
Total 117.27 99.79
NOTE: 15
TRADE RECEIVABLES
` in Crore
As at As at
March 31, 2022 March 31, 2021
Trade receivables from others 770.10 622.97
Trade receivables from related parties (Refer Note - 46) 9.00 2.58
779.10 625.55
Less: Loss Allowances (24.70) (25.65)
Total 754.40 599.90
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
` in Crore
Particulars Outstanding as on March 31, 2021
(for following periods from due date of payment)
Not due 0 - 6 6 months 1-2 years 2-3 years More Total
months - 1 year than 3
years
(i) Undisputed Trade Receivables – considered good 259.93 134.61 183.05 19.18 1.77 1.36 599.90
(ii) Undisputed Trade Receivables – considered - - - - - - -
doubtful
(iii) Undisputed - Credit Impaired - - - - - - -
(iv) Disputed Trade Receivables - considered good - - - - - - -
(v) Disputed Trade Receivables - considered doubtful - - - - - - -
(vi) Disputed Trade Receivables – which have significant - - - - - - -
increase in credit risk
(vii) Disputed Trade Receivables – credit impaired - - - - - - -
(viii) Trade Receivables assessed for credit risk on
individual basis:*
Disputed - - - 0.24 0.73 5.99 6.96
Undisputed 0.03 3.63 3.71 4.14 4.62 2.56 18.69
(ix) Provision on Trade Receivables assessed on (25.65)
individual basis
(x) Expected credit loss -
Total 259.96 138.24 186.76 23.56 7.12 9.91 599.90
* The Company has recognised allowance of ` 22.00 Crore (March 31, 2021: ` 25.65 Crore) on trade
receivables, which were assessed for credit risk on individual basis.
181
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
No trade or other receivables is due from directors or other officers of the Company either severally
or jointly with any other person.
For terms and conditions relating to related party receivables, refer Note - 46.
Trade receivables are generally non-interest bearing and on terms of 30 to 180 days.
Based on the risk profiling for each category of customer, the Company has not evaluated credit
risk where the risk is mitigated by collateral. The Company has therefore evaluated credit risk for
departmental, depletion, e-commerce b2b, e-commerce b2c, export and trade customers. The
Company follows the simplified approach method for computing the expected credit loss. The risk
are categorised into high, low and moderate category basis internal and external parameters. Any
customer related specific information has been factored over and above the probability of default
(PD). Provision matrix takes into account historical credit loss experience adjusted for forward-looking
estimates and macro-economic factors. The expected credit loss allowance is based on the ageing of
the days the receivables are due and the rates as given in the provision matrix. The provision matrix
at the end of the reporting period is as follows:
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 16
CASH AND CASH EQUIVALENTS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Balances with banks
Current accounts 27.72 85.05
Deposit accounts (original maturity less than 3 months) 50.00 50.00
Balances with credit card companies 11.17 4.12
Balances with e-wallet companies 1.68 0.96
Cash on hand 12.98 14.29
Cheques/ drafts on hand 4.26 9.84
Total 107.81 164.26
The Company has undrawn committed borrowing facilities available to the extent of ` 3,476.00 Crore
as at March 31, 2022 (March 31, 2021: ` 3,662.92 Crore).
Details of non-cash transactions from investing activities and Changes in liabilities arising from
financing activities:
As at March 31, 2022
` in Crore
As at Adjustments Cash flows Non-cash changes As at
March 31, 2021 (net) Fair value Others March 31, 2022
adjustments
Investing activities
Non-current 689.53 - 144.94 0.65 - 835.12
investments
Current investments 299.53 - 218.51 2.12 17.26 537.42
Total 989.06 - 363.45 2.77 17.26 1,372.54
Financing activities
Non-current 802.09 - (44.69) - - 757.40
borrowings
Current borrowings 315.83 - 134.14 - - 449.97
(including current
maturities of non-
current borrowings)
Lease liabilities 2,385.57 - (531.69) - 762.00 2,615.88
Total 3,503.49 - (442.24) - 762.00 3,823.25
183
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Financing activities
Non-current 855.02 - (52.93) - - 802.09
borrowings
Current borrowings 1,921.30 - (1,605.47) - - 315.83
(including current
maturities of non-
current borrowings)
Lease liabilities 2,467.35 - (374.22) - 292.44 2,385.57
Total 5,243.67 - (2,032.62) - 292.44 3,503.49
NOTE: 17
BANK BALANCE OTHER THAN CASH AND CASH EQUIVALENTS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Earmarked deposits
Current accounts 0.11 0.11
Bank deposits (with original maturity of more than 3 months and - 0.17
having remaining maturity of less than 12 months)*
Total 0.11 0.28
* Bank balance other than Cash and cash equivalents are held as margin money under lien to banks
for assuring guarantees.
NOTE: 18
CURRENT FINANCIAL ASSETS - OTHERS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Interest accrued on deposits 0.16 0.35
Deposits to related parties (Refer Note - 46) - 38.42
Other receivables 51.67 19.54
Total 51.83 58.31
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Disclosure as per Regulation 34(3) and 53(f) read with Part A of Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Section 186 of the Companies
Act, 2013:
Deposits given to Subsidiaries:
` in Crore
Name of companies Interest rates Repayment Outstanding Maximum amount
terms outstanding during the year
ended
As at March As at March March 31, March 31,
31, 2022 31, 2021 2022 2021
Jaypore E-Commerce 7.45% to On demand - 36.54 50.04 36.54
Private Limited 9.74% p.a.
TG Apparel & Decor 7.45% to On demand - 1.88 - 2.35
Private Limited 9.74% p.a.
Total - 38.42 50.04 38.89
The deposits have been utilised for meeting the business requirements by respective companies.
NOTE: 19
OTHER CURRENT ASSETS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Prepayments 55.70 19.09
Advance to suppliers 126.89 104.86
Export incentives 1.07 3.02
Balances with government authorities (other than income tax) 312.45 236.92
Government grant receivables 1.24 1.11
Insurance claim receivables 0.84 0.07
Right to return assets 206.26 195.51
Other receivables 7.59 17.68
Total 712.04 578.26
NOTE: 20
EQUITY SHARE CAPITAL
Authorised share capital
As at March 31, 2022 As at March 31, 2021
No. of shares ` in Crore No. of shares ` in Crore
As at the beginning of the year 1,00,00,00,000 1,000.00 1,00,00,00,000 1,000.00
Increase during the year - - - -
As at the end of the year 1,00,00,00,000 1,000.00 1,00,00,00,000 1,000.00
185
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
187
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
d) Final Call : On July 5, 2021, the final call money of ` 27.50 per PPS (including premium of
` 25) was called for and the payment period ended on July 19, 2021. The Company issued
a ‘Reminder cum Forfeiture Notice’ to those shareholders who were yet to pay the amount
due, thereby allowing time until September 30, 2021 and further extended to May 31, 2022.
e) Annulment of Forfeiture: On September 1, 2021, the Board of Directors approved annulment
of 3,67,542 partly paid-up shares (“PPS”) which were earlier forfeited. The Company has
received payment towards 2,80,504 PPS and has allowed further time until May 31, 2022
to remaining shareholders.
f) There has been no deviation in the use of proceeds of the Rights Issue, from the objects
stated in the LoF.
g) Pursuant to IND AS 33, basic and diluted earnings per share for the relevant previous year
have been restated for the bonus element in respect of the aforesaid Rights Issue.
(vi) Aggregate number of shares issued for consideration other than cash during the period of
five years immediately preceding the reporting year
On effectiveness of the Composite Scheme of Arrangement amongst the Company, erstwhile
Aditya Birla Nuvo Limited (“ABNL”), Madura Garments Lifestyle Retail Company Limited
(“MGLRCL”) and their respective Shareholders and Creditors under Section 391 to 394 of the
Companies Act, 1956, the Company had issued 67,98,19,778 Equity Shares to the Shareholders
of ABNL and MGLRCL (“said Shares”). Out of the said Shares, 67,60,37,600 Equity Shares were
allotted to the Shareholders of ABNL and MGLRCL on January 27, 2016. However, pursuant to
Clause 21 of the Composite Scheme, allotment of 37,82,178 Equity Shares to 3,475 Non-Resident
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Shareholders, including 4 Overseas Corporate Bodies (“OCBs”) of ABNL (“NRE Shareholders”) was
kept pending until receipt of applicable regulatory approvals. Thereafter, from time to time, the
Company has allotted 20,71,265 Equity Shares to 1,407 NRE Shareholders, who held accounts
in India on Non-repatriation basis and provided such valid details.
In view of the amended provisions of the “Foreign Exchange Management (Transfer or Issue of
Security by a Person Resident Outside India) Regulations, 2017” and the authority granted by
the Board of Directors (on February 04, 2019), 16,94,060 Equity Shares were allotted to 2,064
NRE Shareholders of ABNL (excluding OCBs) on March 19, 2019. Post this allotment, out of the
said Shares, 16,853 Equity Shares held by 4 OCBs shall remain pending for allotment until the
receipt of Regulatory approvals.
Summary of Shares allotted pursuant to the Composite Scheme, as at the end of five years
immediately preceding the reporting year:
As at As at As at As at As at
March 31, March 31, March 31, March 31, March 31,
2022 2021 2020 2019 2018
No.of shares No.of shares No.of shares No.of shares No.of shares
Equity shares allotted as fully paid- 72,61,19,443 72,61,19,443 72,61,19,443 72,61,19,443 72,44,25,383
up pursuant to demerger contracts
for consideration other than cash
(vii) Shares reserved for issue under Employee Stock Option Plan
For details of shares reserved for issue under the Employee Stock Option Plan (ESOP) of the
Company, refer Note - 43.
NOTE: 21
OTHER EQUITY
` in Crore
As at As at
March 31, 2022 March 31, 2021
Share suspense account (Refer Note - 20 (vi))
As at the beginning of the year 0.02 0.02
Allotted to Non Resident shareholders during the year - Nil equity - -
shares (March 31, 2021: Nil equity shares)
As at the end of the year 0.02 0.02
Reserves and surplus
Securities premium
As at the beginning of the year 2,879.58 773.64
Equity shares under Rights Issue (net off share issue expenses of 226.05 671.03
` Nil (March 31,2021: ` 5.12 Crore) [Refer Note - 20(iii)]
Equity shares under Preferential Issue (net off share issue - 1,426.46
expenses of ` Nil (March 31,2021: ` 0.37 Crore) [Refer Note -
20(iv)]
Premium on exercise of Options 12.55 8.45
As at the end of the year 3,118.18 2,879.58
189
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
` in Crore
As at As at
March 31, 2022 March 31, 2021
Retained earnings
As at the beginning of the year (1,076.74) (427.10)
Loss for the year (80.70) (649.64)
As at the end of the year (1,157.44) (1,076.74)
Share options outstanding account
As at the beginning of the year 47.64 44.15
Recognition of Share based payment 28.58 11.88
Transfer to Securities Premium on exercise of Options (12.55) (8.39)
Others (3.53) -
As at the end of the year 60.14 47.64
Treasury shares (Refer Note - 43)
As at the beginning of the year (104.46) (100.49)
Shares issued /(purchased) by the ESOP Trust during the year 1.37 (3.97)
As at the end of the year (103.09) (104.46)
Capital reserve
As at the beginning of the year 21.88 21.69
Changes during the year [due to forfeiture of Rights equity (0.14) 0.19
shares (Refer Note - 20(iii))]
As at the end of the year 21.74 21.88
Other comprehensive income
Remeasurement gains/ (losses) on defined benefit plans
As at the beginning of the year (0.23) (2.20)
Gains/ (losses) during the year 2.20 1.97
As at the end of the year 1.97 (0.23)
Fair value gains/ (losses) on equity instruments
As at the beginning of the year 1.84 2.21
Gains/ (losses) during the year 0.49 (0.37)
As at the end of the year 2.33 1.84
Total 1,943.85 1,769.53
Other equity
Share suspense account (Refer Note - 20 (vi)) 0.02 0.02
Reserves and surplus
Securities premium 3,118.18 2,879.58
Retained earnings (1,157.44) (1,076.74)
Share options outstanding account 60.14 47.64
Treasury shares (Refer Note - 43) (103.09) (104.46)
Capital reserve 21.74 21.88
Other comprehensive income
Remeasurement gains/ (losses) on defined benefit plans 1.97 (0.23)
Fair value gains/ (losses) on equity instruments 2.33 1.84
Total 1,943.85 1,769.53
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The description of the nature and purpose of each reserve within other equity is as follows:
1. Share suspense account (Refer Note - 20 (vi))
As per the Scheme of Arrangement, the Non-Resident shareholders of ABNL, holding shares
on repatriation basis, are allotted shares upon receiving necessary regulatory approval(s). The
amount lying in share suspense account pertains to shares not allotted on account of pending
requisite approvals.
2. Securities premium
Securities premium is used to record the premium on issue of shares, and is utilised in accordance
with the provisions of the Companies Act, 2013.
3. Retained earnings
Retained earnings comprise of the Company’s accumulated undistributed profits/ (losses) after
taxes.
6. Capital reserve
Capital reserve pertains to the reserve created out of the difference between the share capital
issued and the net assets taken over at the time of Scheme of Arrangement and forfeiture of
Rights shares.
191
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 22
NON-CURRENT FINANCIAL LIABILITIES - BORROWINGS
` in Crore
Effective Maturity As at As at
interest rate March 31, 2022 March 31, 2021
% p.a.
Redeemable non-convertible debentures
Redeemable non-convertible debentures - 8.71% November 11, - 434.18
Series 6 Zero coupon (Unsecured)* 2022
Redeemable non-convertible debentures - 8.75% May 22, 2023 324.61 325.00
Series 7 Zero coupon (Unsecured)*
Redeemable non-convertible debentures - 5.89% September 09, 399.46 -
Series 8 Zero coupon (Unsecured)* 2024
Term loans from banks
Term loan from HDFC Bank (TUF) (Secured) 1 1 year MCLR March 15, 2025 6.67 10.00
+ 0.25%
Term loan from others
Other borrowings (Unsecured) 3 8.00% - March 14, 2025 26.15 32.40
14.37% - February 15,
2027
Preference shares
Cumulative redeemable preference shares 4 8.00% March 29, 2024 0.50 0.50
Cumulative redeemable preference shares 5 6.00% October 12, 0.01 0.01
2024
Total 757.40 802.09
*Net off unamortised charges
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The Company has not defaulted on any loans payable, and there has been no breach of any covenant
attached to the borrowings.
The Company has used the borrowings from banks and financial institutions for the specific purpose
for which it was taken.
The Company has registered all the charges with Registrar of Companies within the statutory period.
193
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 23
NON-CURRENT FINANCIAL LIABILITIES- OTHERS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Interest accrued but not due on borrowings - 52.90
Derivative Instruments* 167.93 145.95
Total 167.93 198.85
*During the previous year, the Company acquired 51% stake in Sabyasachi Calcutta LLP by entering
into an agreement on February 24, 2021. Under the terms of the Agreement, the Company has
provided a Put Option to Mr. Sabyasachi Mukherjee to sell his entire holding of 49% to the Company
over a period of fourteen years starting from the end of five years from the aforesaid date and
thereafter in three tranches, should an initial public offer of the organisation (after conversion to a
company) does not take place. Accordingly, the Company has accounted the put option liability of
` 167.93 Crore (March 31, 2021: ` 145.95 Crore) at its fair value as non-current financial liability based
on independent valuation performed by the Company’s appointed independent valuer.
NOTE: 24
NON-CURRENT PROVISIONS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Employee benefit obligation
Provision for gratuity (Refer Note - 42) 23.27 20.72
Provision for pending litigations (Refer Note - 45) 66.75 68.72
Total 90.02 89.44
NOTE: 25
OTHER NON-CURRENT LIABILITIES
` in Crore
As at As at
March 31, 2022 March 31, 2021
Deferred income 11.73 11.44
Total 11.73 11.44
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 26
CURRENT FINANCIAL LIABILITIES - BORROWINGS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Loans repayable on demand from banks
Cash credit/ Working capital demand loan (Secured) 1.88 0.06
Current maturities of long term debt (Refer Note - 22) 448.09 315.77
Total current borrowings 449.97 315.83
Aggregate secured borrowings 5.21 3.39
Aggregate unsecured borrowings 444.76 312.44
Details of security
Current borrowings are secured by way of first pari passu charge on the current assets of the
Company and second pari passu charge on the movable and immovable assets of the Company.
NOTE: 27
TRADE PAYABLES
` in Crore
As at As at
March 31, 2022 March 31, 2021
Total outstanding dues of micro enterprises and small enterprises 74.56 26.74
(Refer details below)
Total outstanding dues of creditors other than micro enterprises and 3,261.06 2,087.54
small enterprises*
Total 3,335.62 2,114.28
*Includes payables to related parties, For terms and conditions with related parties (Refer Note - 46).
Details of dues to Micro and Small Enterprises as defined under MSMED Act, 2006
` in Crore
As at As at
March 31, 2022 March 31, 2021
a The principal amount and the interest due thereon remaining
unpaid to any supplier as at the end of each accounting year:
Principal amount due to Micro and Small Enterprises* 84.08 27.39
Interest due on the above 0.22 0.01
b. The amount of interest paid by the buyer in terms of Section 16 of - -
the Micro, Small and Medium Enterprises Development Act, 2006,
along with the amount of the payment made to the supplier beyond
the appointed day during each accounting year
c. The amount of interest due and payable for the period of delay in 1.34 0.88
making payment (which have been paid but beyond the appointed
day during the year) but without adding the interest specified under
Micro, Small and Medium Enterprises Development Act, 2006
d. The amount of interest accrued and remaining unpaid at the end 6.64 5.08
of each accounting year
e. The amount of further interest remaining due and payable even - -
in the succeeding years, until such date when the interest dues
as above are actually paid to the small enterprise for the purpose
of disallowance of a deductible expenditure under Section 23 of
the Micro, Small and Medium Enterprises Development Act, 2006.
* Includes amount due to Creditors for capital supplies/ services amounting to ` 9.52 Crore as at
March 31, 2022 ( March 31, 2021: ` 0.65 Crore).
195
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The above disclosures are provided by the Company based on the information available with the
Company in respect of the registration status of its vendors.
Ageing of Trade Payables:
` in Crore
Particulars Outstanding as on March 31,2022
(for following periods from due date of payment)
Not due Less than 1-2 years 2-3 years More than Total
(including 1 year 3 years
unbilled)
(i) MSME 70.22 3.59 0.13 0.07 0.24 74.25
(ii) Others 2,921.71 254.29 10.23 7.27 65.97 3,259.47
(iii) Disputed dues – MSME - 0.28 0.03 - - 0.31
(iv) Disputed dues – Others 0.56 0.01 - - 1.02 1.59
NOTE: 28
CURRENT FINANCIAL LIABILITIES - OTHERS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Interest accrued but not due on borrowings 133.40 99.77
Creditors for capital supplies/ services 46.07 10.68
Book overdraft - 1.57
Derivative contracts 3.20 3.29
Employee Payable 133.02 96.92
Others 1.48 0.84
Total 317.17 213.07
NOTE: 29
CURRENT PROVISIONS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Employee benefit obligation
Provision for compensated absences 89.18 84.64
Provision for gratuity (Refer Note - 42) 0.23 -
Stock Appreciation Rights (SAR) 6.99 0.27
Total 96.40 84.91
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 30
OTHER CURRENT LIABILITIES
` in Crore
As at As at
March 31, 2022 March 31, 2021
Advances received from customers 45.26 32.57
Deferred revenue* 16.43 10.22
Other advances received 1.67 1.80
Statutory dues (other than income tax) 61.96 35.44
Refund liabilities 370.86 362.12
Deferred income - 0.04
Total 496.18 442.19
* Deferred revenue
` in Crore
As at As at
March 31, 2022 March 31, 2021
As at the beginning of the year 10.22 16.53
Deferred during the year 25.40 30.08
Released to the Standalone Statement of Profit and Loss (19.19) (36.39)
As at the end of the year 16.43 10.22
The deferred revenue relates to the accrual and release of customer loyalty points, according to the
loyalty programme of respective businesses. As at March 31, 2022, the estimated liability towards
unredeemed points amounts to ` 16.43 Crore (March 31, 2021: ` 10.22 Crore).
NOTE: 31
REVENUE FROM OPERATIONS
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Revenue from sale of products
Sale of products 7,758.89 5,108.13
Revenue from redemption of loyalty points (Refer Note - 30) 19.19 36.39
Total revenue from sale of products 7,778.08 5,144.52
Revenue from rendering of services 3.23 1.49
Other operating income
Scrap sales 9.87 10.00
Export incentives 9.16 6.72
Licence fees and royalties 4.65 1.47
Space on hire 1.43 0.56
Commission income 17.78 16.38
Total 7,824.20 5,181.14
197
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
(c) Reconciliation of revenue as recognised in the Standalone Statement of Profit and Loss with the
contracted price:
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Revenue as per contracted price 9,085.87 6,046.78
Less:
Sales return 670.45 495.75
Discount 574.79 359.67
Loyalty points 16.43 10.22
Revenue as per the Standalone Statement of Profit and Loss 7,824.20 5,181.14
(d) Disclosure of disaggregated revenue recognised in the Standalone Statement of Profit and Loss:
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Madura Fashion & Lifestyle
Revenue from retail operations 3,002.92 1,935.59
Revenue from non-retail operations 2,195.21 1,386.97
5,198.13 3,322.56
Pantaloons
Revenue from retail operations 2,486.63 1,788.52
Revenue from non-retail operations 139.44 70.06
2,626.07 1,858.58
Revenue as per the Standalone Statement of Profit and Loss 7,824.20 5,181.14
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
(e) Disclosure of disaggregated revenue recognised in the Standalone Statement of Profit and Loss based
on geographical segment:
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Revenue from customers outside India 162.65 104.10
Revenue from customers within India 7,661.55 5,077.04
Revenue as per the Standalone Statement of Profit and Loss 7,824.20 5,181.14
NOTE: 32
OTHER INCOME
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Profit on sale of property, plant and equipment 2.67 -
Interest income 9.32 3.40
Net gain on sale of current investments 19.33 3.20
Fair value gain on financial instruments at FVTPL 32.80 31.29
Gain on retirement of right-of-use assets (Refer Note - 4a & 44a) 14.85 20.54
Miscellaneous income 15.12 14.21
Total 94.09 72.64
NOTE: 33
COST OF MATERIALS CONSUMED
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
(a) Materials consumed
Inventories at the beginning of the year 188.82 187.05
Add: Purchases 907.35 421.00
1,096.17 608.05
Less: Inventories at the end of the year 286.41 188.82
Total 809.76 419.23
(b) Purchase of stock-in-trade
Purchase of stock-in-trade 3,730.08 1,508.83
Total 3,730.08 1,508.83
(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade
Opening inventories
Finished goods 136.66 178.81
Stock-in-trade 1,378.22 1,944.19
Work-in-progress 20.61 22.05
1,535.49 2,145.05
Less:
Closing inventories
Finished goods 270.08 136.66
Stock-in-trade 2,116.24 1,378.22
Work-in-progress 33.18 20.61
2,419.50 1,535.49
(Increase)/Decrease in inventories (884.01) 609.56
199
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 34
EMPLOYEE BENEFITS EXPENSE
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Salaries, wages and bonus 904.92 719.07
Contribution to provident and other funds (Refer Note - 42) 55.55 50.36
Share-based payment to employees (Refer Note - 43) 28.58 11.88
Gratuity expense (Refer Note - 42) 15.47 14.45
Staff welfare expenses 38.91 28.15
Total 1,043.43 823.91
NOTE: 35
FINANCE COSTS
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Interest expense on borrowings 131.61 266.79
Interest expense on lease liabilities (Refer Note - 4b & 44a) 205.75 221.89
Other borrowing costs 0.52 7.49
Fair value impact on financial instruments at FVTPL 2.31 2.22
Total 340.19 498.39
NOTE: 36
DEPRECIATION AND AMORTISATION EXPENSE
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Depreciation on property, plant and equipment (Refer Note - 3a) 200.76 205.65
Depreciation on right-of-use assets (Refer Note - 4a & 44a) 732.21 724.12
Amortisation on intangible assets (Refer Note - 5) 13.88 15.23
Total 946.85 945.00
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 37
OTHER EXPENSES
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Consumption of stores and spares 5.03 3.74
Power and fuel 11.48 8.13
Electricity charges 96.79 75.55
Repairs and maintenance
Buildings 0.11 0.34
Plant and machinery 11.12 9.73
Others 176.50 147.50
Insurance 10.43 10.97
Rates and taxes 14.32 19.85
Processing charges 72.64 50.34
Commission to selling agents 132.08 106.97
Brokerage and discounts 1.22 0.66
Advertisement and sales promotion 257.04 110.63
Transportation and handling charges 143.37 84.02
Royalty expenses 18.58 15.93
Legal and professional expenses 103.84 110.81
Bad debts written off 1.16 -
Allowances for bad and doubtful debts 2.03 6.20
Provision for bad and doubtful deposits and advances 5.16 7.97
Printing and stationery 14.12 10.11
Travelling and conveyance 53.82 27.91
Communication expenses 4.18 5.57
Loss on sale/ discard of property, plant and equipment - 0.67
Bank and credit card charges 36.05 26.36
Payment to auditors (Refer details below) 1.78 1.71
Foreign exchange loss (net) 10.80 8.92
Information technology expenses 135.31 76.73
Outsourcing, housekeeping and security expenses 290.16 257.53
Corporate Social Responsibility (CSR) expenses (Refer Note - 41) 2.94 2.00
Directors’ fees 0.63 0.68
Miscellaneous expenses 42.12 27.10
Total 1,654.81 1,214.63
Payment to auditors:
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
For audit fees (including Limited Review fees) 1.47 1.31
For tax audit fees 0.20 0.17
For other services* 0.02 0.10
For reimbursement of expenses 0.09 0.13
Total 1.78 1.71
*Above excludes fees of ` Nil (March 31, 2021: ` 0.45 Crore) paid to auditors for certification services
for Rights Issue, which is considered as part of share issue expenses.
201
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 38
INCOME TAX EXPENSE
The major components of income tax (income)/ expense are:
Standalone Statement of Profit and Loss:
Profit or loss section
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Current income tax
Current income tax charge - -
(A) - -
Deferred tax
Relating to origination and reversal of temporary differences (32.77) (126.80)
(B) (32.77) (126.80)
Total (A+B) (32.77) (126.80)
OCI section
Deferred tax related to items recognised in OCI during the year
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Net (gains)/ losses on re-measurement of defined benefit plans 0.74 0.66
Net (gains)/ losses on fair value of equity instruments 0.16 (0.13)
Total 0.90 0.53
Reconciliation of tax (income)/ expense and the accounting profit/ (loss) multiplied by India’s
domestic tax rate
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Accounting Loss before income tax (113.47) (776.44)
Tax expense/ (income) at India’s statutory income tax rate of 25.17% (28.56) (195.43)
(March 31, 2021: 25.17%)
Expenses not allowed under the Income tax Act:
Corporate Social Responsibility Expenses 0.74 0.54
Expenses disallowed for tax purposes 0.87 -
One time impact of amendment in Section 32 of the Income- - 68.84
tax Act, 1961 (Refer Note - 40c)
Others (5.82) (0.75)
Income tax expenses/ (income) as per Statement of Profit (32.77) (126.80)
and Loss Account
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 39
EARNINGS PER SHARE (EPS)
Basic EPS amounts are calculated by dividing the profit/(loss) for the year attributable to equity holders
of the Company by the weighted average number of equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit/(loss) attributable to equity holders of the
Company by the weighted average number of equity shares outstanding during the year plus the
weighted average number of equity shares that would be issued on conversion of all the dilutive
potential equity shares into equity shares.
The following reflects the profit/(loss) and equity share data used in the basic and diluted EPS
computations:
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Loss for calculation of EPS (A) (80.70) (649.64)
Weighted average number of equity shares for calculation of (B) 92,49,31,614 81,67,00,886
Basic EPS
Basic EPS (`) (A/B) (0.87) (7.95)
Weighted average number of equity shares outstanding 92,49,31,614 81,67,00,886
Weighted average number of potential equity shares* 80,24,183 2,87,96,459
Weighted average number of equity shares for calculation of 92,49,31,614 81,67,00,886
Diluted EPS
Diluted EPS (`) (C) (0.87) (7.95)
Nominal value of shares (`) 10.00 10.00
Treasury shares are adjusted in computing the weighted average number of equity shares outstanding
during the year in calculation of EPS.
Basic and diluted earnings per share for the year ended March 31, 2021, have been restated for the
bonus element in respect of Rights Issue made during the year ended March 31, 2022.
* Stock options granted to the employees under various ESOP schemes are considered to be potential
equity shares. The same is considered in the determination of diluted earnings per share to the
extent that they are not anti-dilutive. The stock options are not included in the determination of
basic earnings per share. The details relating to stock options are given in Note - 43.
NOTE - 40
SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the Company’s financial statements requires the management to make
judgements, estimates and assumptions that affect the reported amounts of revenues, expenses,
assets, liabilities, the accompanying disclosures and the disclosure of contingent liabilities. Uncertainty
about these assumptions and estimates could result in outcomes that require a material adjustment
to the carrying amount of assets or liabilities affected in future periods. Estimates and assumptions
are reviewed on periodic basis. Revisions to accounting estimates are recognised in the period in
which the estimates are revised.
The key assumptions concerning the future and other key sources of estimation, that have a significant
risk of causing a material adjustment to the carrying amounts of assets and liabilities, within the
next financial year, are described below. The Company’s assumptions and estimates are based on
203
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
(c) Taxes
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that
taxable profit will be available against which the losses can be utilised. Significant management
judgement is required to determine the amount of deferred tax assets that can be recognised,
based upon the likely timing and the level of future taxable profits.
As at March 31, 2022, the Company has ` 1,852.88 Crore (March 31, 2021: ` 1,833.19 Crore) of
tax losses carried forward as per income tax records of the Company. These losses pertain to
unabsorbed business loss as at March 31, 2022 of ` 554.51 Crore (March 31, 2021 ` 585.48 Crore)
which has an expiry of eight years and unabsorbed depreciation loss as at March 31, 2022 of
` 1,298.37 Crore (March 31, 2021: ` 1,247.71 Crore) which do not have any expiry period. Further
details on taxes are disclosed in Notes - 10 and 38.
During the previous year, the Finance Act, 2021 had amended Section 32 of the Income Tax
Act, 1961, whereby effective from April 1, 2020, goodwill of a business was not considered
as a depreciable asset and depreciation on goodwill not allowed as deductible expenditure.
Consequent to such amendment, in accordance with the requirements of Ind AS 12 - Income
Taxes, the Company recognised a one-time net deferred tax expense amounting to ` 68.84 Crore
representing net deferred tax liability (‘DTL’) arising from difference between the carrying value
of goodwill as per books of account and as per updated tax written down value of NIL resulting
from the aforementioned amendment.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
In view of the amendments introduced by the Finance Act, 2021 to the Income Tax Act, 1961
and considering the opinion received by the Company from a senior legal counsel, as at March
31, 2021, the Company recorded deferred tax asset of ` 243.11 Crore on the carry forward
unabsorbed depreciation pertaining to goodwill relating to earlier years. The Company also
recorded a deferred tax liability on the carrying value of goodwill as at March 31, 2021 considering
no future deduction is available pursuant to the said amendment.
The reversal of the aforesaid DTL and cash outflow on this account is deemed unlikely as the
value of associated goodwill is expected to be recovered through value in use.
205
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
(i) Leases
The Company determines the lease term as the non-cancellable term of the lease, together with
any periods covered by an option to extend the lease if it is reasonably certain to be exercised,
or any periods covered by an option to terminate the lease, if it is reasonably certain not to be
exercised.
The Company has several lease contracts that include extension and termination options.
The Company applies judgement in evaluating whether it is reasonably certain to exercise the
option to renew or terminate the lease. It considers all relevant factors that create an economic
incentive for it to exercise either the renewal or termination. After the commencement date, the
Company reassesses the lease term if there is a significant event or change in circumstances
that is within its control and affects its ability to exercise or not to exercise the option to renew
or to terminate.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
(ii) any reduction in lease payments affect only payments originally due on or before June 30,
2022 .
(iii) There is no substantive change to other terms and conditions of the lease.
The Ministry of Corporate Affairs vide notification dated July 24, 2020, issued an amendment to
Ind AS 116 - Leases, by inserting a practical expedient w.r.t. “Covid-19- Related Rent Concessions”
effective from the period beginning on or after April 01, 2020 and vide notification dated June
18, 2021, extended practical expedient upto June 30, 2022.The Company has accounted the
unconditional rent concessions of ` 215.43 Crore (March 31, 2021: ` 340.43 Crore) during the
year ended March 31, 2022. The same has been accounted as a reduction of rent expenses in
the Standalone Statement of Profit and Loss.
NOTE - 41
DISCLOSURE IN RESPECT OF CORPORATE SOCIAL RESPONSIBILITY UNDER SECTION 135 OF THE
COMPANIES ACT, 2013 AND RULES THEREON
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
a) Gross amount required to be spent by the Company during the - 1.16
year
b) Amount approved by the Board to be spent during the year 3.00 2.00
` in Crore
In Cash Yet to be paid in Cash Total
March 31, 2022:
i) Construction/ acquisition of any asset - - -
ii) On purposes other than (i) above 2.94 - 2.94
March 31, 2021:
i) Construction/ acquisition of any asset - - -
ii) On purposes other than (i) above 2.00 - 2.00
207
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
* Since the amount spent exceeds amount required to be spent, the unspent amount is Nil.
NOTE - 42
GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS
The Company operates gratuity plan through a Trust wherein certain employees are entitled to
the benefit equivalent to fifteen days salary last drawn for each completed year of service as per
the Payment of Gratuity Act, 1972. In case of some employees, the Company’s scheme is more
favourable as compared to the obligation under Payment of Gratuity Act, 1972. The same is payable
on termination of service or retirement, whichever is earlier. The benefit vests after five years of
continuous service. A part of the gratuity plan is funded and another part is unfunded and managed
within the Company, hence the liability has been bifurcated into funded and unfunded.
The Company contributes to the Fund based on the actuarial valuation report. The Company has
contributed to the Insurer Managed Fund (managed by Life Insurance Corporation of India), details
of which is available in the table of Investment pattern of plan assets. Based on which, the Company
is not exposed to any market risk.
The following tables summarise the components of net benefit expense recognised in the Standalone
Statement of Profit and Loss and Standalone Balance Sheet for the respective plans:
Unfunded defined benefit plan
Net benefit expense recognised through the Standalone Statement of Profit and Loss
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Current service cost 3.98 3.88
Interest cost on defined benefit obligation 1.52 1.39
Total 5.50 5.27
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Changes in the present value of the Defined Benefit Obligations (DBO) are as follows:
` in Crore
As at As at
March 31, 2022 March 31, 2021
Opening defined benefit obligation 23.73 20.90
Current service cost 3.98 3.88
Interest cost on defined benefit obligation 1.52 1.39
Actuarial (gain)/ loss on account of:
Changes in financial assumptions (1.00) 0.36
Experience adjustments 0.53 (1.45)
Actuarial (gain)/ loss recognised in OCI (0.47) (1.09)
Benefits paid (2.40) (1.66)
Liabilities assumed/ (settled)* - 0.31
Closing defined benefit obligation 26.36 23.73
Changes in the defined benefit obligation and fair value of plan assets are as follows:
(i) Changes in the present value of the Defined Benefit Obligations (DBO)
` in Crore
As at As at
March 31, 2022 March 31, 2021
Opening defined benefit obligation 71.38 64.46
Current service cost 10.16 9.08
Interest cost on defined benefit obligation 4.57 4.26
Actuarial (gain)/ loss on account of:
Changes in financial assumptions (3.22) 1.20
Experience adjustments 1.16 (2.44)
Actuarial (gain)/ loss recognised in OCI (2.06) (1.24)
Benefits paid (7.14) (4.94)
Liabilities assumed/ (settled)* (0.21) (0.24)
Closing defined benefit obligation 76.70 71.38
*On account of inter-company transfer.
209
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Gratuity is funded through investments with an insurance service provider, i.e. Life Insurance
Corporation of India (LIC). The plan assets under the scheme are administered by LIC. The investments
are primarily in low risk assets.
The principal assumptions used in determining gratuity (funded and unfunded) defined benefit
obligations for the Company are shown below:
As at As at
March 31, 2022 March 31, 2021
Discount rate
Funded plan 6.90% 6.40%
Unfunded plan 6.90% 6.40%
Salary escalation rate
Funded plan
Management 8.00% 8.00%
Staff 7.00% 7.00%
Workers 5.00% 5.00%
Unfunded plan
Stores 7.00% 7.00%
HO and Zones 8.00% 8.00%
The estimates of future salary increase, considered in actuarial valuation, takes into account inflation,
seniority, promotion and other relevant factors such as supply and demand in the employment
market.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The Company is expected to contribute ` 8.19 Crore to the gratuity fund during the year ended
March 31, 2023.
The average duration of the defined benefit plan obligation at the end of the reporting period is 7
to 8 years (March 31, 2021: 8 to 9 years).
211
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and
post-employment benefits received Presidential assent in September 2020. The Code has been
published in the Gazette of India. However, the date on which the Code will come into effect has
not been notified. The Company will assess the impact of the Code when it comes into effect and
will record any related impact after the Code becomes effective.
NOTE- 43
SHARE-BASED PAYMENT
The expense recognised for employee services received during the year is shown in the following table:
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Expense arising from equity-settled share-based payment transactions 27.21 11.85
(net of cross charge)
Expense arising from cash-settled share-based payment 1.37 0.03
transactions
Total 28.58 11.88
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Note:
RSUs – Tranche 3 were granted to employees of Madura Fashion & Lifestyle division of the
Company, who were grantees of RSUs of Aditya Birla Nuvo Limited (“ABNL”) and had become
employees of the Company pursuant to the effectiveness of the Composite Scheme of
Arrangement between the Company, ABNL, Madura Garments Lifestyle Retail Company Limited
and their respective shareholders and creditors under Section 391 to 394 of the Companies Act,
1956. Accordingly, as per the terms and conditions of the grant, these RSUs vested as per the
original vesting schedule of ABNL RSUs, i.e., on December 7, 2016.
* The weighted average share price at the date of exercise of these Options was ` 271.98.
Further, the following table illustrates the number and weighted average exercise prices of and
movements in Options and RSUs during the previous year:
As at March 31, 2021
No. of Weighted No. of RSUs Weighted
Options average average
exercise price exercise price
(` per share) (` per share)
Tranche 1
Outstanding at the beginning of the financial year 12,129 102.10 - -
Granted during the financial year - - - -
Exercised during the financial year - - - -
Lapsed during the financial year - - - -
Outstanding at the end of the financial year 12,129 102.10 - -
Unvested at the end of the financial year - - - -
Exercisable at the end of the financial year 12,129 102.10 - -
213
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
* The weighted average share price at the date of exercise of these Options was ` 141.21.
The weighted average remaining contractual life for the Options outstanding as at March 31,
2022, is 1 year (March 31, 2021: 2 years) and for RSUs outstanding as at March 31, 2022, is Nil
(March 31, 2021: Nil).
iii) The following table lists the inputs to the model used for the Options and RSUs as on
grant date:
Options RSUs
Tranche 1 Tranche 1 Tranche 3
Expected dividend yield (%) Nil Nil Nil
Expected volatility (%) 45.93 45.93 37.41
Risk-free interest rate (%) 8.58 8.58 7.37
Weighted average fair value per Option/ 52.96 95.90 142.63
RSU (`)
Model used Black-Scholes model Black-Scholes model Black-Scholes model
II. Aditya Birla Fashion and Retail Limited Employee Stock Option Scheme 2017
During the year ended March 31, 2018, i.e. on July 25, 2017, the Nomination and Remuneration
Committee of the Board of Directors of the Company (“NRC”) and the Board of Directors (“Board”)
approved the introduction of another Employee Stock Option Scheme, viz. Aditya Birla Fashion
and Retail Limited Employee Stock Option Scheme 2017 (“Scheme 2017”) for issue of Stock
Options in the form of Options (“Options”) and/or Restricted Stock Units (“RSUs”) to the identified
employees of the Company and of its holding and subsidiary companies, subject to the approval
of the Shareholders of the Company. Shareholders of the Company, vide a resolution passed
at the Tenth Annual General Meeting of the Company, held on August 23, 2017, approved the
introduction of the Scheme 2017 and authorised the Board/ NRC to finalise and implement the
Scheme 2017.
Accordingly, under the said Scheme 2017, vide its resolution dated September 8, 2017, the
Committee commenced granting of options.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
215
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
iii) The following table lists the inputs to the model used for the Options and RSUs as on
grant date:
Options RSUs
Tranche 1 Tranche 2 Tranche 3 Tranche 4 Tranche 1 Tranche 2 Tranche 3 Tranche 4
Expected dividend yield (%) Nil Nil Nil Nil Nil Nil Nil Nil
Expected volatility (%) 36.57 36.28 35.32 35.28 36.57 36.28 35.32 35.28
Risk-free interest rate (%) 6.70 6.75 7.43 7.43 6.77 6.98 7.54 7.54
Weighted average fair value 77.04 63.85 71.56 65.93 171.41 141.29 156.99 144.20
per Option/ RSU (`)
Model used Black- Black- Black- Black- Black- Black- Black- Black-
Scholes Scholes Scholes Scholes Scholes Scholes Scholes Scholes
model model model model model model model model
III. Aditya Birla Fashion and Retail Limited Employee Stock Option Scheme 2019
During the year ended March 31, 2020, on July 26, 2019, the Nomination and Remuneration
Committee and the Board of Directors (“Board”), approved introduction of Employee Stock
Option Scheme, viz. Aditya Birla Fashion and Retail Limited Employee Stock Option Scheme 2019
(“Scheme 2019”) through trust route, for issue of Stock Options in the form of Options (“Options”)
217
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
and/or Restricted Stock Units (“RSUs”) to the identified employees of the Company and of its
holding and subsidiary companies. Based on the loan granted by the Company, the Trust held
47,10,457 equity shares as at March 31, 2021. During the year ended March 31, 2022, the Trust
purchased additional 2,23,128 equity shares to back the grants made under the Scheme 2019.
As on March 31, 2022, the Trust holds 46,54,072 equity shares. 2,79,513 equity shares were
exercised during the year.
Accordingly, under the said Scheme 2019, vide its resolution dated December 2, 2019, the
Committee commenced granting of options.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
219
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
iii) The following table lists the inputs to the model used for the Options and RSUs as on
grant date:
Options RSUs
Tranche 1 Tranche 2 Tranche 3 Tranche 1 Tranche 2
Expected dividend yield (%) Nil Nil Nil Nil Nil
Expected volatility (%) 32.88 36.16 36.02 32.88 36.16
Risk-free interest rate (%) 6.66 5.62 5.62 6.76 6.19
Weighted average fair value per Option/ RSU (`) 112.00 84.39 76.78 216.18 158.10
Model used Binomial Binomial Binomial Binomial Binomial
model model model model model
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
I. Aditya Birla Fashion and Retail Limited Stock Appreciation Rights Scheme 2019
On February 04, 2019, the Nomination and Remuneration Committee and the Board of Directors
of the Company, at their respective meetings had approved the “Aditya Birla Fashion and Retail
Limited Stock Appreciation Rights Scheme 2019” (“SARs Scheme 2019”), to grant SARs in the
form of “Option SARs” and “RSU SARs”, from time to time, to the eligible employees (as defined
in the SARs Scheme 2019).
i) The details of the Plan are as below:
SARs
Option SARs
Tranche 1 Tranche 2 Tranche 3 Tranche 4
No. of SARs 61,226 17,92,686 Nil 2,04,546
Method of accounting Fair value Fair value NA Fair value
Vesting plan May 16, 2019 August 18, NA Graded vesting
and September 2024 - 33.33% every
08, 2019 year
Exercise period 3 years from 3 years from NA 3 years from
the date of the date of the date of
vesting vesting vesting
Grant date May 15, 2019 August 18, NA November 03,
2021 2021
Grant price (` per share) 178.30 206.35 NA 288.10
Market price on the date of granting of BSE - 192.45 BSE - 205.80 NA BSE - 285.10
SARs (` per share) NSE - 192.80 NSE - 205.90 NSE - 285.15
Method of settlement Cash Cash NA Cash
SARs
RSU SARs
Tranche 1 Tranche 2 Tranche 3 Tranche 4
No. of SARs 6,880 6,38,700 1,005 56,533
Method of accounting Fair value Fair value Fair value Fair value
Vesting plan September 08, August 18, December 02, November 03,
2020 2024 2022 2024
Exercise period 3 years from 3 years from 3 years from 3 years from
the date of the date of the date of the date of
vesting vesting vesting vesting
Grant date May 15, 2019 August 18, August 18, November 03,
2021 2021 2021
Grant price (` per share) 10.00 10.00 10.00 10.00
Market price on the date of granting of SARs BSE - 192.45 BSE - 205.80 BSE - 205.80 BSE - 285.10
(` per share) NSE - 192.80 NSE - 205.90 NSE - 205.90 NSE - 285.15
Method of settlement Cash Cash Cash Cash
221
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
^The weighted average share price at the date of exercise of these Options and RSUs was
` 281.87.
The weighted average remaining contractual life for SARs options outstanding as at March 31,
2022 is 4 years (March 31, 2021 : 2 years) and for RSUs outstanding as at March 31, 2022, is 6
years (March 31, 2021: 2 years).
223
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
iii) The following table lists the inputs to the model used for SARs as on grant date:
Option SARs
Tranche 1 Tranche 2 Tranche 3 Tranche 4
Expected dividend yield (%) Nil Nil Nil Nil
Expected volatility (%) 32.53 36.00 NA 36.71
Risk-free interest rate (%) 5.88 5.74 NA 5.78
Weighted average fair value per SAR (`) 27.42 72.15 NA 94.85
Model used Binomial Binomial NA Binomial
model model model
RSU SARs
Tranche 1 Tranche 2 Tranche 3 Tranche 4
Expected dividend yield (%) Nil Nil Nil Nil
Expected volatility (%) 31.74 36.46 36.46 36.90
Risk-free interest rate (%) 6.24 6.16 6.16 6.08
Weighted average fair value per SAR (`) 144.94 172.79 172.79 204.55
Model used Binomial Binomial Binomial Binomial
model model model model
The expected life of the Share Options, RSUs and SARs is based on historical data and current
expectations, and is not necessarily indicative of exercise patterns that may occur. The expected
volatility reflects the assumption that the historical volatility over a period similar to the life of
the Share Options, RSUs and SARs is indicative of future trends, which may not necessarily be
the actual outcome.
NOTE - 44
COMMITMENTS AND CONTINGENCIES
a) Leases
Lease commitments as lessee
The Company has entered into agreements for taking on lease certain residential/ office/ store
premises, warehouses, property, plant and equipment on lease and licence basis. The lease
term is for periods ranging from 3 to 21 years, with escalation clauses in the lease agreements.
Consistent with Industry practice, the Company has contracts which have fixed rentals or variable
rentals based on a percentage of sales in the stores, or a combination of both.
Expenses/ Income recognised in the Standalone Statement of Profit and Loss
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Other income
Gain on retirement of right-of-use assets 14.85 20.54
Rent
Expense relating to short-term leases 41.88 17.81
Expense relating to leases of low value assets 0.78 1.74
Variable rent* 563.42 331.55
Rent concession (Refer Note - 40k) (215.43) (340.43)
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Finance cost
Interest expense on lease liabilities 205.75 221.89
Depreciation and amortisation expenses
Depreciation on right-of-use assets 732.21 724.12
Other expenses
Processing charges 20.99 15.52
Sublease payments received (not shown separately in the 0.80 0.84
Standalone Statement of Profit and Loss)
* The variable rent varies basis percentage of Net Sales Value (NSV) at the lease premises.
225
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Future Cash Outflows to which the Company is potentially exposed and not reflected in
measurement of lease liabilities
` in Crore
Particulars March 31, 2022 March 31, 2021
Increase/ (Decrease) in sales Increase by 5% Decrease by 5% Increase by 5% Decrease by 5%
Rent 28.17 (28.17) 16.58 (16.58)
b) Capital commitments
` in Crore
As at As at
March 31, 2022 March 31, 2021
Estimated amount of contracts remaining to be executed on 87.67 19.65
capital account and not provided for (net of advances)
Customs duty on capital goods and raw materials imported 0.03 0.07
under advance licensing/ EPCG scheme, against which export
obligation is to be fulfilled
Total 87.70 19.72
c) Other commitments
As at March 31, 2022, the Company has committed to provide financial support to TG Apparel
& Décor Private Limited (a wholly owned subsidiary) with regard to its operations.
Refer Note 6 for commitments towards investments in Sabyasachi Calcutta LLP and Goodview
Fashion Private Limited.
NOTE - 45
CONTINGENT LIABILITIES NOT PROVIDED FOR
` in Crore
As at As at
March 31, 2022 March 31, 2021
Claims against the Company not acknowledged as debts
Commercial taxes 45.17 27.04
Excise duty 0.50 0.50
Customs duty - 2.54
Textile committee cess 0.75 0.75
Others* 15.85 16.29
Total 62.27 47.12
* Pertains to claims made by third parties, pending settlement which are considered not tenable.
The Company’s pending litigations comprise of claims against the Company primarily for excise duty,
comprising various cases demanding duty on reversal of CENVAT credit on sale of capital goods
and for commercial taxes, comprising various cases in respect of short fall of Forms F, H, I and C,
disallowance of input credit, etc.
The Company has reviewed all its pending litigations and proceedings, and has adequately provided
for where provisions are required and disclosed the contingent liabilities in its standalone financial
statements where financial outflow is not probable. The Company does not expect the outcome
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
of these proceedings to have a materially adverse effect on its standalone financial statements. In
respect of litigations, where the management’s assessment of a financial outflow is probable, the
Company has a provision of ` 66.75 Crore as at March 31, 2022 (March 31, 2021: ` 68.72 Crore)
(Refer Note - 24).
The Company has a process whereby periodically all long-term contracts are assessed for material
foreseeable losses. At the year end, the Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable losses.
NOTE - 46
RELATED PARTY TRANSACTIONS
Names of related parties and related party relationship with whom transactions have taken place:
Joint Venture
Goodview Fashion Private Limited - with effect from March 19, 2021
Other related parties in which directors are interested
Aditya Birla Fashion and Retail Jan Kalyan Trust
Grasim Premium Fabric Private Limited (formerly known as Soktas India Private Limited) upto June
20, 2021
Aditya Birla Management Corporation Private Limited
lndiginus Learning Private Limited - with effect from June 05, 2020
227
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Ms. Sangeeta Pendurkar - Whole-time Director with effect from February 24, 2021
Mr. Arun Thiagarajan - Independent Director upto May 10, 2020
Mr. Nish Bhutani - Independent Director with effect from June 05, 2020
Ms. Preeti Vyas - Independent Director with effect from March 31, 2021
Mr. Sunirmal Talukdar - Independent Director
Mr. Sanjeeb Chaudhuri - Independent Director upto June 05, 2020
Ms. Sukanya Kripalu - Independent Director
Mr. Yogesh Chaudhary - Independent Director with effect from March 17, 2021
Mr. Arun Kumar Adhikari - Independent Director with effect from May 19, 2021
Mr. Sushil Agarwal - Non-Executive Director upto March 31, 2021
Mr. Vikram Rao - Non-Executive Director with effect from March 17, 2021
Mr. Jagdish Bajaj - Chief Financial Officer
Ms. Geetika Anand - Company Secretary
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Balances outstanding
` in Crore
As at March 31, 2022 As at March 31, 2021
Subsidiaries KMP and Other Subsidiaries KMP and Other
and Joint Relative related and Joint Relative related
Venture of KMP parties Venture of KMP parties
Amounts owed to related parties - - 4.82 - - 19.26
Amounts owed by related parties 9.00 - - 2.58 - -
Deposits/ Loans receivable 2.08 - 5.64 38.42 - 5.64
The above amounts are classified as loans receivables, security deposit receivable, trade receivables,
inter corporate deposit receivable and trade payables (Refer Notes - 7, 8, 15, 18 and 27 respectively).
Disclosure as per Regulation 34(3) and 53(f) read with Part A of Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015:
Disclosure of transactions with the entity belonging to the promoter/ promoter group holding
10% or more shareholding in the Company
Transactions during the financial year
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Grasim Industries Limited
Reimbursement of expenses recovered from 1.95 1.53
Purchase of goods 22.87 0.84
Balances outstanding
` in Crore
As at As at
March 31, 2022 March 31, 2021
Grasim Industries Limited
Amounts owed to entity 16.59 -
Amounts owed by entity 0.71 0.03
No amounts in respect of the related parties have been written off/ back during the year.
229
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
*The above includes Options/RSU’s granted to Mr. Vishak Kumar and Ms. Sangeeta Pendurkar who
have been appointed as Whole-time Directors with effect from February 24, 2021.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE - 47
FINANCIAL INSTRUMENTS: FAIR VALUE, RISK MANAGEMENT OBJECTIVES AND POLICIES
A. Accounting classification and fair values
The carrying value and fair value of financial instruments by categories as at March 31, 2022
and March 31, 2021 are as follows:
As at March 31, 2022
` in Crore
FVTPL FVTOCI Amortised Total Fair value
cost* carrying
value Level 1 Level 2 Level 3
Financial assets
Investments (Refer Notes - 6b and 6c) 537.42 7.32 - 544.74 537.42 - 7.32
Loans (Refer Notes - 7 and 13) - - 10.47 10.47 - - -
Security deposits (Refer Notes - 8 and 14) - - 424.84 424.84 - - -
Trade receivables (Refer Note - 15) - - 754.40 754.40 - - -
Cash and cash equivalents (Refer Note - 16) - - 107.81 107.81 - - -
Bank balance other than the cash and cash - - 0.11 0.11 - - -
equivalents (Refer Note - 17)
Other financial assets (Refer Notes - 9 and - - 52.31 52.31 - - -
18)
Derivative Instruments (Refer Note - 9) 164.60 - - 164.60 - - 164.60
Total 702.02 7.32 1,349.94 2,059.28 537.42 - 171.92
Financial liabilities
Non-current borrowings (Refer Note - 22) - - 757.40 757.40 - - -
Current borrowings (Refer Note - 26) - - 449.97 449.97 - - -
Lease liabilities (Refer Note - 4b) - - 2,615.88 2,615.88 - - -
Deposits - - 380.96 380.96 - - -
Trade payables (Refer Note - 27) - - 3,335.62 3,335.62 - - -
Other financial liabilities (Refer Notes - 23 - - 313.97 313.97 - - -
and 28)
Derivative contracts (Refer Note - 28) 3.20 - - 3.20 3.20 - -
Derivative Instruments (Refer Note - 23) 167.93 - - 167.93 - - 167.93
Total 171.13 - 7,853.80 8,024.93 3.20 - 167.93
231
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
` in Crore
Particulars Fair Value as Significant Fair Value as at Sensitivity
at March 31, unobservable March 31, 2021
2021 inputs Increase Decrease
by 0.50% by 0.50%
Call 145.56 Risk adjusted 137.42 152.59 Increase in discount rate by 0.50% would
Option discount rate decrease the fair value by ` 8.14 Crore and
decrease in discount rate by 0.50% would increase
the fair value by ` 7.03 Crore.
EBITDA margin 143.65 146.48 Increase in EBITDA margin by 0.50% would
projection decrease the fair value by ` 1.91 Crore and
decrease in EBITDA margin by 0.50% would
increase the fair value by ` 0.92 Crore.
Revenue 141.81 147.90 Increase in revenue projection by 0.50% would
projection decrease the fair value by ` 3.75 Crore and
decrease in revenue projection by 0.50% would
increase the fair value by ` 2.34 Crore.
233
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
a) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will
fluctuate because of changes in market prices. Market risk comprises two types of risk:
interest rate risk and currency risk.
The sensitivity analyses in the following sections relate to the position as at March 31, 2022
and March 31, 2021.
The sensitivity analyses have been prepared on the basis that the amount of net debt, the
ratio of fixed to floating interest rates of the debt, derivatives and the proportion of financial
instruments in foreign currencies are all constant.
The analyses exclude the impact of movements in market variables on the carrying values
of gratuity and other post-retirement obligations and provisions.
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in
respective market risks. This is based on the financial assets and financial liabilities held at
March 31, 2022 and March 31, 2021.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The Company manages its interest rate risk by having a balanced portfolio of fixed and
variable rate loans and borrowings. As at March 31, 2022, approximately 99% of the
Company’s borrowings are at a fixed rate of interest (March 31, 2021: 98%).
The assumed movement in basis points for the interest rate sensitivity analysis is based
on the currently observable market environment, showing a significantly higher volatility
than in the prior years.
235
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The details of unhedged foreign currency exposure as at the Standalone Balance Sheet
date are as follows:
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
b) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial
instrument or customer contract, leading to a financial loss. To manage this, the Company
periodically assesses financial reliability of customers and other counterparties, taking into
account the financial condition, current economic trends, and analysis of historical bad debts
and ageing of financial assets. Individual risk limits are set and periodically reviewed on the
basis of such information. Credit risk from balances with banks and financial institutions is
managed by the Company’s treasury department in accordance with the Company’s policy.
Investments of surplus funds are made only with approved counterparties and within credit
limits assigned to each counterparty.
The Company only deals with parties which has good credit rating given by external rating
agencies or based on the Company’s internal assessment.
Financial assets are written off when there is no reasonable expectations of recovery,
such as a debtor failing to engage in a repayment plan with the Company. Where loans or
receivables have been written off, the Company continues to engage in enforcement activity
to attempt to recover the receivable dues where recoveries are made, these are recognised
as income in the Standalone Statement of Profit and Loss.
The Company is exposed to credit risk from its operating activities (primarily trade receivables
and security deposits).
Trade receivables
Customer credit risk is managed by each business unit, subject to the Company’s established
policy, procedures and control relating to customer credit risk management. Credit quality
of a customer is assessed, and individual credit limits are defined in accordance with this
assessment. Outstanding customer receivables are regularly monitored. As at March 31,
2022, the Company has 16 customers (March 31, 2021: 20 customers) that owed the Company
more than ` 5.00 Crore each and accounts for approximately 80% (March 31, 2021: 86%) of
all the receivables outstanding. There are 175 customers (March 31, 2021: 87 customers)
with balances greater than ` 0.50 Crore each and accounts for approximately 18% (March
31, 2021: 13%) of the total amounts receivable.
An impairment analysis is performed at each reporting date on the basis of sales channel.
In addition, a large number of minor receivables are grouped into homogeneous groups
and assessed for impairment collectively. The calculation is based on losses from historical
data.
The Company’s maximum exposure to credit risk for the components of the Standalone
Balance Sheet as at March 31, 2022 and March 31, 2021, is the carrying amount as provided
in Note - 15.
c) Liquidity risk
The Company monitors its risk of shortage of funds. The Company’s objective is to maintain
a balance between continuity of funding and flexibility through the use of bank overdrafts,
bank loans, debentures, preference shares and commercial papers. Approximately, 37%
of the Company’s debt will mature in less than one year as at March 31, 2022 (March 31,
2021: 28%) based on the carrying value of borrowings reflected in the financial statements.
The Company assessed the concentration of risk with respect to refinancing its debt and
concluded it to be low. The Company has access to various sources of funding.
237
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The below tables summarises the maturity profile of the Company’s financial liabilities based
on contractual payments.
NOTE - 48
CAPITAL MANAGEMENT
The Company’s objective, when managing capital is to ensure the going concern operation and to
maintain an efficient capital structure to reduce the cost of capital, support the corporate strategy
and meet shareholder’s expectations. The policy of the Company is to borrow funds through banks/
financial institutions supported by committed borrowing facilities to meet anticipated funding
requirements. The Company manages its capital structure and makes adjustments in the light of
changes in economic conditions and the requirement of financial markets.
The capital structure is governed by policies approved by the Board of Directors, and is monitored
by various metrics. Funding requirements are reviewed periodically with any debt issuances.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The following table summarises the capital of the Company (debts excludes lease liabilities):
` in Crore
As at As at
March 31, 2022 March 31, 2021
Short-term debts (including current maturities of long-term 449.97 315.83
borrowings)
Long-term debts 757.40 802.09
Total borrowings 1,207.37 1,117.92
Equity 2,882.14 2,684.58
In order to achieve this overall objective, the Company’s capital management, amongst other
things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and
borrowings.
During the year, the Company has not defaulted on any loans payable, and there have been no
breach of any financial covenants attached to the borrowings.
No changes were made in the objectives, policies or processes for managing capital during the year
ended March 31, 2022 and March 31, 2021.
NOTE - 49
ACQUISTION OF REEBOK INDIA BUSINESS
On December 14, 2021, the Board approved acquiring the exclusive online and offline rights to the
global brand ‘Reebok’ for India, Bhutan, Nepal, Bangladesh, Maldives, Sri Lanka market and purchase
of certain assets of ‘Reebok India Company’ including inventory, currents assets/liabilities by way
of entering into a Licensing Agreement and a Purchase Agreement, respectively. The transaction
will be effective upon:a) completion of transfer of global ownership of ‘Reebok’ Brand from Adidas
to Authentic Brand Group, US and b) signing of definitive agreement(s) and necessary statutory
approvals, if any.
NOTE - 50
SETTING UP OF D2C SUBSIDIARY
On February 4, 2022, the Board approved to set up a new subsidiary, for foraying into the Direct to
Consumer (“D2C’) business towards building a portfolio of distinct, new-age, digital brands across
categories in fashion, beauty and other allied lifestyle segments. The D2C portfolio will be built
through organic and inorganic means.
NOTE - 51
ACQUISTION OF HOUSE OF MASABA LIFESTYLE PRIVATE LIMITED (“HMLPL”)
On January 14, 2022, the Board of Directors approved the acquisition of majority stake in HMLPL by
way of entering into a Binding Term Sheet subject to signing of definitive agreements, completion of
closing conditions precedent to be set out in the definitive agreements and statutory approvals, if any.
HMLPL houses apparel, non-apparel, beauty and personal care and accessories business under the
brand ‘Masaba’. The Board of Directors at their meeting held on May 18, 2022 noted the completion
of the conditions precedent and authorised officers of the Company to take necessary actions to
close the acquisition by signing definitive agreements. Post signing of the definitive agreements the
Company will hold 52.4% stake in HMLPL making it a subsidiary of the Company.
239
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE - 52
RATIO DISCLOSURES
As at As at % Change Reasons for variance more than 25%
March 31, 2022 March 31, 2021
Current ratio (times)1 1.03 1.08 -4.63% Not applicable
Debt equity ratio (times)2 0.17 0.22 21.92% Not applicable
Debt service coverage ratio 0.04 (0.67) 105.74% Increase in Earnings before interest and tax and
(times)3 reduction in principal repayments compared to
previous year
Return On Equity (%)4 -2.90% -34.46% 91.58% Decrease in Loss for the year
Inventory turnover (times)5 3.50 2.53 38.22% Increase in Revenue from Operations for the year
Debtors turnover (times)6 11.55 8.02 44.01% Increase in Revenue from Operations for the year
Trade Payables turnover 1.70 0.93 -82.80% Increase in purchases in line with increase in
(times)7 Revenue from Operations.
Net capital turnover (times)8 11.67 5.67 105.82% Increase in Revenue from Operations and increase
in net working capital
Net profit margin (%)9 -1.03% -12.54% 91.79% Increase in Revenue from Operations resulting in
decrease in Loss for the year
Return On Average Capital 3.52% -4.44% 179.28% Increase in Earnings before interest and tax
Employed (%)10 compared to previous year
Return On Investment (%)11 2.13% -2.90% 173.45% Increase in Earnings before interest and tax and
increase in total assets compared to previous year
Ratios have been computed as follows:
1. Current ratio = Current Assets / Current Liabilities (excluding Lease Liabilities accounted as per
Ind AS 116)
2. Debt equity ratio = Debt / Equity
Debt = Borrowings (excluding Lease Liabilities accounted as per Ind AS 116) - Cash and Bank
Balance (includes fixed deposits) - Liquid Investments
Equity = Equity share capital + Other equity (excluding Ind AS 116)
3. Debt service coverage ratio = Earnings before interest* and tax / [Finance cost* + Principal
repayment of non-current borrowings (netted off to the extent of non-current borrowings availed
during the same period for the repayments)]
4. Return on equity ratio = Profit after tax / Average of opening and closing Net Worth
5. Inventory turnover = Revenue from Operations for the period / Average of opening and closing
Inventories
6. Debtors turnover = Revenue from Operations for the period / Average of opening and closing
Trade Receivables
7. Trade payables turnover = Total Purchases / Average of opening and closing Trade Payables
8. Net capital turnover = Revenue from Operations for the period / Average of opening and closing
Working Capital
9. Net profit margin = Profit After Tax / Revenue from Operations
10. Return on Average Capital Employed = Earnings before interest and tax / Average of opening
and closing Capital Employed
11. Return on Investment = Earnings before interest and tax / Average of opening and closing Total
Assets
* Finance cost/ interest comprises of Interest expense on borrowings and excludes interest expense
on lease liabilities and interest charge on fair value of financial instruments.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE - 53
LARGE CORPORATE DISCLOSURE
The Company is a Large Corporate as per the SEBI circular number SEBI/HO/DDHS/CIR/P/2018/144
¬dated November 26, 2018. Below is disclosure required as per the said circular:
Details of the current block ` in Crore
Particulars Details
2-year block period FY2021-22, FY2022-23
Incremental borrowing done in FY 2021-22 (a) 400.00
Mandatory borrowing to be done through debt securities in FY 2021-22 (b) = (25% of a) 100.00
Actual borrowing done through debt securities in FY 2021-22 ( c) 400.00
Shortfall in the borrowing through debt securities, if any, for FY 2020-21 carried Nil
forward to FY 2021-22 (d)
Quantum of (d), which has been met from (c) ( e) Nil
Shortfall, if any, in the mandatory borrowing through debt securities for FY 2021-22 Nil
{after adjusting for any shortfall in borrowing for FY 2020-21 which was carried forward
to FY 2021-22} (f)= (b)-[(c)-(e)]
Amount of fine to be paid for the block, if applicable Fine = 0.2% of {(d)-(e)} NA
NOTE - 54
SEGMENT INFORMATION
In accordance with Ind AS 108 - Operating segments, segment information has been provided in
the Consolidated Financial Statements of the Company and therefore no separate disclosure on
segment information is given in these Standalone Financial Statements.
NOTE - 55
ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III
241
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
*Certain categories of inventories and book debts were excluded in the quarterly returns filed
by the Company.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The Company has not received any funds from any person(s) or entity(ies), including foreign
entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that
the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
(x) VALUATION OF PROPERTY PLANT AND EQUIPMENT (INCLUDING RIGHT-OF-USE ASSETS) AND
INTANGIBLE ASSETS
The Company has not revalued its Property, Plant and Equipment (including Right-of-use assets)
and Intangible assets during the current or previous year. The Company did not have any
Investment Property during the current or previous year.
NOTE - 56
PREVIOUS YEAR FIGURES
Standalone Financial Statements for the year ended March 31, 2022 have been prepared in accordance
with amended Division II of Schedule III to the Companies Act, 2013. Balances of certain assets and
liabilities as at the previous year ended March 31, 2021 have been regrouped or reclassified, where
necessary, to comply with the amended Division II of Schedule III. Such reclassifications did not have
a material impact on the financial statements.
243
INDEPENDENT AUDITOR’S REPORT
To the Members of Aditya Birla Fashion and Retail Limited
Report on the Audit of the Consolidated Financial Statements
Opinion
1. We have audited the accompanying consolidated financial statements of Aditya Birla Fashion
and Retail Limited (hereinafter referred to as the “Holding Company”) which includes the
financial statements of ABFRL Employee Welfare Trust and its subsidiaries (Holding Company
and its subsidiaries together referred to as “the Group”) and its joint venture (Refer Note 53
to the attached consolidated financial statements), which comprise the Consolidated Balance
Sheet as at March 31, 2022, and the Consolidated Statement of Profit and Loss (including Other
Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated
Statement of Cash Flows for the year then ended, and notes to the consolidated financial
statements, including a summary of significant accounting policies and other explanatory
information (hereinafter referred to as “the consolidated financial statements”).
2. In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid consolidated financial statements give the information required by the Companies
Act, 2013 (“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 consolidated state of affairs of the
Group, and its joint venture as at March 31, 2022, of consolidated total comprehensive loss
(comprising of loss and other comprehensive income), consolidated changes in equity and its
consolidated cash flows for the year then ended.
Key Audit Matters How our audit addressed the key audit matters
Impairment assessment of goodwill Our audit procedures included the following:
(Refer Note 5A to the consolidated financial • Understood and evaluated the design and tested
statements) operating effectiveness of Holding company’s
controls to assess impairment of goodwill on an
The Group has goodwill of ` 2,209.20 annual basis.
crores as at March 31, 2022.
• Evaluated whether the CGUs were determined and
The goodwill was acquired in business the goodwill allocation was performed in accordance
combinations recorded in the prior years with requirements of Ind AS 36 and our knowledge
and was allocated to cash generating units of the Group operations.
(CGU) of the Company. In accordance with • Evaluated the appropriateness of the approach
Ind AS 36, Impairment of Assets, goodwill selected by the management to determine the
acquired in a business combination is recoverable amount of the CGU.
required to be tested for impairment
• Evaluated the objectivity, competency and
annually.
independence of the management expert engaged
Management has performed impairment by the Holding Company.
assessment for each of the CGUs to which • Assessed the reasonableness of the cashflow
goodwill has been allocated by comparing projections by testing the key management
the carrying amount of the CGU, including assumptions and estimates used in the impairment
the goodwill, with the recoverable amount analysis and evaluated the consistency of the
of the CGU which is higher of value in use cashflow projections with the budgets approved by
and fair value less costs of disposal. the Board of Directors.
Impairment assessment of goodwill • Evaluated the sensitivity analysis performed by
requires significant management management on the growth rates and discount
judgement and estimates such as rate to determine whether reasonable changes
projected cash flows, discount rates, in these key assumptions would result in the
growth rates over the projection period carrying amounts of individual CGUs to exceed their
and terminal growth rates. Given the recoverable amounts.
judgement, subjectivity and sensitivity • Involved auditor’s expert to assist in evaluating
of key parameters to the changes in the impairment assessment including certain
economic conditions, the impairment assumptions used.
assessment of goodwill is considered to • Evaluated the adequacy of the disclosures made in
be a key audit matter. the consolidated financial statements.
Based on procedures above, management’s impairment
assessment of goodwill appears to be reasonable.
Provision for Inventory obsolescence Our audit procedures included the following:
(Refer Notes 12 and 41(f) to the • Understood and evaluated the design and tested
consolidated financial statements) the operating effectiveness of Group’s controls
to assess the adequacy of provision for inventory
The Group held inventories of ` 2,929.59 obsolescence.
crores as at March 31, 2022. In accordance
• Evaluated the methodology used by the management
with Ind AS 2, Inventories, inventories are
to determine the provision for inventory obsolescence
carried at lower of cost or net realizable
and determined whether the method is consistent
value.
with that applied in the prior year.
The Group operates in a fast changing • Assessed whether the changes in the methodology
fashion market where there is a risk (if any), are reasonable and consistent with our
of inventory falling out of fashion and understanding of the changes in the business.
proving difficult to be sold above cost.
• Evaluated the ageing report including assessing
Management has a policy to recognize
its completeness and the underlying management
provisions for inventory considering
judgements and estimates made. Further, assessed
assessment of future trends and the
on a sample basis whether the calculation of
Group’s past experience related to its
provision for obsolescence is in accordance with
ability to liquidate the aged inventory.
Group’s policy.
245
Key Audit Matters How our audit addressed the key audit matters
The provision for inventory obsolescence • Verified appropriate approvals for specific
has been considered as a key audit obsolescence provisions and assessed their
matter, as determination of provision for reasonableness on a sample basis.
inventory involves significant management • Evaluated the adequacy of the disclosures made in
judgment and estimates. the consolidated financial statements.
Based on the above procedures performed, we did
not identify any material exceptions in recognition and
measurement of provision for inventory obsolescence.
Provision for discount and sales returns Our audit procedures included the following:
(Refer Note 41(g) to the consolidated • Understood and evaluated the design and tested
financial statements) the operating effectiveness of Group’s controls to
The Group has recognized provision for assess the adequacy of provision for discounts and
unsettled discounts and sales returns sales returns.
amounting to ` 231.88 crores and ` 393.39 • Evaluated the periodic account reconciliations
crores respectively, as at March 31, 2022. prepared by the management during the year.
Revenue from contracts with customers • Evaluated the management estimates and
is recognised when the entity satisfies a judgements in determining the provision for
performance obligation by transferring discounts and sales returns and assessed whether
control of promised goods to a customer. the same is consistent with the prior year.
Recognition of revenue requires
• Evaluated the contract terms for a sample of
determination of the net selling price
customer contracts to assess the reasonableness
after considering variable consideration
of the provision for discounts and returns and
including forecast of sales returns and
determine whether the same is in line with terms of
discounts.
the contract.
The estimate of sales returns and discounts
depends on contract terms, forecasts • Verified credits notes issued to customers on a
of sales volumes and past history of sample basis and assessed the validity of claims
quantum of returns. The expected returns with the underlying documents and appropriate
and discounts that have not yet been approvals.
settled with the customers are estimated • Evaluated the adequacy of the disclosures made in
and accrued. the consolidated financial statements.
Determination of provision for discounts Based on the above procedures performed, we did
and sales returns is determined as a key not identify any material exceptions in recognition
audit matter as it involves significant and measurement of provisions for discount and sales
management judgement and estimation. returns.
5. The following Key Audit Matter was included in the memorandum of work performed dated
May 11, 2022 on the consolidated financial statements of Sabyasachi Calcutta LLP issued by an
independent firm of Chartered Accountants (‘Component auditor’) reproduced by us as under:
Key Audit Matter How the work of the Component auditor addressed
the key audit matter
Impairment assessment of intangible The audit procedures included the following:
asset • Understood the Sabyasachi Calcutta LLP’s
Sabyasachi Calcutta LLP has an Intangible management process of forecasting the future cash
Asset being ‘Brand’ amounting to `623.26 flows, evaluating the assumptions and comparing the
crores as at March 31, 2022 which estimates to externally available industry, economic
was recognized in previous year on and financial data, wherever necessary;
reconstitution of the Limited Liability
Partnership.
Key Audit Matter How the work of the Component auditor addressed
the key audit matter
Sabyasachi Calcutta LLP’s management • Assessed that the methodology used by Sabyasachi
has engaged independent valuation Calcutta LLP’s management to estimate the value
expert to perform impairment assessment in use of the brand is consistent with accounting
of brand by determining their recoverable standards and is in line with the valuation standards
amount using the value in use method. applicable in India;
Sabyasachi Calcutta LLP’s management • Involved auditor’s expert to assess the methodologies
has determined that the brand has an used by Sabyasachi Calcutta LLP’s management to
indefinite useful life. determine the recoverable amount of the Intangible
Impairment assessment of brand with Asset;
indefinite useful life is considered as a key • Evaluated the Sabyasachi Calcutta LLP management’s
audit matter since it requires estimates determination that no re-estimation of the useful life
such as projected cash flows, discount of the brand is considered necessary at the year end.
rates, growth rates over the projection
period and terminal growth rates which • Evaluated the adequacy of the disclosures made in
are subjective and sensitive to changes in the consolidated financial statements.
economic conditions. Based on procedures above, management’s impairment
assessment of the brand appears to be reasonable.
Other Information
6. The Holding Company’s Board of Directors is responsible for the other information. The other
information comprises the Chairman’s Statement, Report of Board of Directors, Sustainability
and Business Responsibility Report, Corporate Governance Report and Management Discussion
and Analysis Report but does not include the consolidated financial statements and our auditor’s
report thereon.
Our opinion on the consolidated financial statements does not cover the other information and
we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to
read the other information and, in doing so, consider whether the other information is materially
inconsistent with the consolidated financial statements or our knowledge obtained in the audit
or otherwise appears to be materially misstated. If, based on the work we have performed and
the reports of the other auditors as furnished to us (Refer paragraph 16 below), we conclude
that there is a material misstatement of this other information, we are required to report that
fact.
We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated
Financial Statements
7. The Holding Company’s Board of Directors is responsible for the preparation and presentation
of these consolidated financial statements in terms of the requirements of the Act that give a
true and fair view of the consolidated financial position, consolidated financial performance
and consolidated cash flows, and consolidated changes in equity of the Group including its joint
venture in accordance with the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act. The respective Board of Directors
of the companies included in the Group and of its joint venture are responsible for maintenance
247
of adequate accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Group and for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and the design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the consolidated financial
statements that give a true and fair view and are free from material misstatement, whether
due to fraud or error, which have been used for the purpose of preparation of the consolidated
financial statements by the Directors of the Holding Company, as aforesaid.
8. In preparing the consolidated financial statements, the respective Board of Directors of the
companies included in the Group and of its joint venture are responsible for assessing the ability
of the Group and of its joint venture to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
9. The respective Board of Directors of the companies included in the Group and of its joint venture
are responsible for overseeing the financial reporting process of the Group and its joint venture.
exists related to events or conditions that may cast significant doubt on the ability of the
Group and its joint venture to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the consolidated financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Group and
its joint venture to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial
statements, including the disclosures, and whether the consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group and its joint venture to express an opinion
on the consolidated financial statements. We are responsible for the direction, supervision
and performance of the audit of the financial statements of such entities included in the
consolidated financial statements of which we are the independent auditors. For the other
entities included in the consolidated financial statements, which have been audited by
other auditors, such other auditors remain responsible for the direction, supervision and
performance of the audits carried out by them. We remain solely responsible for our audit
opinion.
12. We communicate with those charged with governance of the Holding Company and such other
entities included in the consolidated financial statements of which we are the independent
auditors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
13. We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
14. From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the consolidated financial statements of
the current period and are therefore the key audit matters. We describe these matters in our
auditor’s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Other Matters
15. The consolidated financial statements of the Company for the year ended March 31, 2021 were
audited by another firm of chartered accountants under the Act who, vide their report dated
May 28, 2021, expressed an unmodified opinion on those consolidated financial statements.
16. We did not audit the financial statements of 4 subsidiaries (including a step down subsidiary),
included in the consolidated financial statements, whose financial statements reflect total assets
of ` 1,145.79 crores and net assets of `874.45 crores as at March 31, 2022, total revenue of
249
`269.20 crores, total profit after tax of `10.16 crores and total comprehensive income (comprising
of profit and other comprehensive loss) of ` 9.74 crores and net cash outflows of `2.65 crores
for the year ended on that date, as considered in the consolidated financial statements. These
financial statements have been audited by other auditors whose reports have been furnished to
us by the Management, and our opinion on the consolidated financial statements in so far as it
relates to the amounts and disclosures included in respect of these subsidiaries and our report
in terms of sub-section (3) of Section 143 of the Act including report on Other Information in so
far as it relates to the aforesaid subsidiaries, is based solely on the reports of the other auditors.
Our opinion on the consolidated financial statements, and our report on Other Legal and
Regulatory Requirements below, is not modified in respect of the above matters with respect to
our reliance on the work done and the reports of the other auditors and the financial statements.
17. As required by the Companies (Auditor’s Report) Order, 2020 (“CARO 2020”), issued by the
Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in
the Annexure B, a statement on the matter specified in paragraph 3(xxi) of CARO 2020.
18. As required by Section 143(3) of the Act, we report, to the extent applicable, that:
(a) We have sought and obtained all the information and explanations which to the best of
our knowledge and belief were necessary for the purposes of our audit of the aforesaid
consolidated financial statements.
(b) In our opinion, proper books of account as required by law relating to preparation of the
aforesaid consolidated financial statements have been kept so far as it appears from our
examination of those books and the reports of the other auditors.
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including
other comprehensive income), the Consolidated Statement of Changes in Equity and the
Consolidated Statement of Cash Flows dealt with by this Report are in agreement with the
relevant books of account and records maintained for the purpose of preparation of the
consolidated financial statements.
(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting
Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors of the Holding
Company as on March 31, 2022 taken on record by the Board of Directors of the Holding
Company and the reports of the statutory auditors of its subsidiary companies (as applicable)
and joint venture incorporated in India, none of the directors of the Group companies
and its joint venture incorporated in India is disqualified as on March 31, 2022 from being
appointed as a director in terms of Section 164(2) of the Act.
(f) With respect to the adequacy of internal financial controls with reference to consolidated
financial statements of the Group and the operating effectiveness of such controls, refer
to our separate report in ‘Annexure A’.
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best
of our information and according to the explanations given to us:
i. The consolidated financial statements disclose the impact, if any, of pending litigations
on the consolidated financial position of the Group and its joint venture – Refer Notes
25 and 46 to the consolidated financial statements.
ii. The Group and its joint venture did not have any long-term contracts including derivative
contracts as at March 31, 2022 for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts required to be transferred to the
Investor Education and Protection Fund by the Holding Company and its subsidiary
companies and joint venture incorporated in India during the year.
iv. (a) The respective Managements of the Holding Company and its subsidiaries and a
joint venture which are companies incorporated in India whose financial statements
have been audited under the Act have represented to us and the other auditors
of such subsidiaries and a joint venture respectively that, to the best of their
knowledge and belief, as disclosed in the notes to the accounts, no funds (which
are material either individually or in the aggregate) have been advanced or loaned
or invested (either from borrowed funds or share premium or any other sources or
kind of funds) by the Company or any of such subsidiaries and a joint venture to or in
any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with
the understanding, whether recorded in writing or otherwise, that the Intermediary
shall, directly or indirectly, lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Company or any of such subsidiaries
and a joint venture (“Ultimate Beneficiaries”) or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries;
(b) The respective Managements of the Holding Company and its subsidiaries and a
joint venture which are companies incorporated in India whose financial statements
have been audited under the Act have represented to us and the other auditors
of such subsidiaries and a joint venture respectively that, to the best of their
knowledge and belief, as disclosed in the notes to the accounts, no funds (which are
material either individually or in the aggregate) have been received by the Company
or any of such subsidiaries and a joint venture from any person(s) or entity(ies),
including foreign entities (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Company or any of such subsidiaries
and joint venture shall, directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Funding Party
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and
(c) Based on the audit procedures, that has been considered reasonable and
appropriate in the circumstances, performed by us and those performed by the
auditors of the subsidiaries and a joint venture which are companies incorporated
in India whose financial statements have been audited under the Act, nothing has
come to our or other auditor’s notice that has caused us or the other auditors to
believe that the representations under sub-clause (a) and (b) contain any material
misstatement.
251
v. The Holding Company, its subsidiary companies, and joint venture, has not declared
or paid any dividend during the year.
19. The Group and its joint venture have paid/ provided for managerial remuneration in accordance
with the requisite approvals mandated by the provisions of Section 197 read with Schedule V
to the Act.
A. J. Shaikh
Partner
Membership Number: 203637
UDIN: 22203637AJFDRZ5331
Place: Mumbai
Date: May 18, 2022
Report on the Internal Financial Controls with reference to Consolidated Financial Statements
under clause (i) of sub-section 3 of Section 143 of the Act
1. In conjunction with our audit of the consolidated financial statements of the Company as of and
for the year ended March 31, 2022, we have audited the internal financial controls with reference
to Consolidated financial statements of Aditya Birla Fashion and Retail Limited (hereinafter
referred to as “the Holding Company”), as of that date. Reporting under clause (i) of sub section
3 of Section 143 of the Act in respect of the adequacy of the internal financial controls with
reference to Consolidated financial statements is not applicable to all the subsidiaries and a
joint venture incorporated in India namely Jaypore E-commerce Private Limited, TG Apparel &
Decor Private Limited, Sabyasachi Calcutta LLP, Indivinity Clothing Retail Private Limited, Finesse
International Design Private Limited and Goodview Fashion Private Limited, respectively, pursuant
to MCA notification GSR 583(E) dated 13 June 2017.
Auditor’s Responsibility
3. Our responsibility is to express an opinion on the Company’s internal financial controls with
reference to consolidated financial statements based on our audit. We conducted our audit in
accordance with the Guidance Note issued by the ICAI and the Standards on Auditing deemed
to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to
an audit of internal financial controls, both applicable to an audit of internal financial controls
and both issued by the ICAI. Those Standards and the Guidance Note require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls with reference to consolidated financial statements
was established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the
internal financial controls system with reference to consolidated financial statements and their
operating effectiveness. Our audit of internal financial controls with reference to consolidated
financial statements included obtaining an understanding of internal financial controls with
reference to consolidated financial statements, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk. The procedures selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error.
253
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion on the Holding Company’s internal financial controls system with
reference to consolidated financial statements.
Opinion
8. In our opinion, the Holding Company which is a company incorporated in India, has, in all
material respects, an adequate internal financial controls system with reference to consolidated
financial statements and such internal financial controls with reference to consolidated financial
statements were operating effectively as at March 31, 2022, based on the internal control over
financial reporting criteria established by the Company considering the essential components
of internal control stated in the Guidance Note issued by the ICAI.
A. J. Shaikh
Partner
Membership Number: 203637
UDIN: 22203637AJFDRZ5331
Place: Mumbai
Date: May 18, 2022
A. J. Shaikh
Partner
Membership Number: 203637
UDIN: 22203637AJFDRZ5331
Place: Mumbai
Date: May 18, 2022
255
ADITYA BIRLA FASHION AND RETAIL LIMITED
CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2022
` in Crore
Notes Page As at As at
No. March 31, 2022 March 31, 2021
ASSETS
I Non-current assets
(a) Property, plant and equipment 3a 294 631.20 574.71
(b) Capital work-in-progress 3b 295 102.57 37.60
(c) Right-of-use assets 4a 296 2,522.93 2,141.42
(d) Investment property 4c 297 1.92 1.92
(e) Goodwill 5 298 2,209.20 2,209.20
(f) Other intangible assets 5 298 693.99 699.65
(g) Intangible assets under development 0.64 -
(h) Financial assets
(i) Investment in joint venture 6a 301 68.57 66.93
(ii) Other investments 6b 302 7.32 6.66
(iii) Loans 7 302 1.56 2.59
(iv) Security deposits 8 302 323.58 308.95
(v) Other financial assets 9 302 3.32 0.46
(i) Deferred tax assets 10 303 380.46 333.92
(j) Non-current tax assets (net) 22.81 24.89
(k) Other non-current assets 11 304 101.97 71.93
Total - Non-current assets 7,072.04 6,480.83
II Current assets
(a) Inventories 12 304 2,929.59 1,846.96
(b) Financial assets
(i) Current investments 13 305 608.14 344.31
(ii) Loans 14 306 7.14 6.54
(iii) Security deposits 15 306 118.96 100.90
(iv) Trade receivables 16 307 756.43 607.97
(v) Cash and cash equivalents 17 309 118.22 246.13
(vi) Bank balance other than Cash and cash 18 311 2.31 15.62
equivalents
(vii) Other financial assets 19 311 43.56 15.66
(c) Other current assets 20 311 750.17 596.00
Total - Current assets 5,334.52 3,780.09
TOTAL - ASSETS 12,406.56 10,260.92
257
ADITYA BIRLA FASHION AND RETAIL LIMITED
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2022
` in Crore
Notes Page Year ended Year ended
No. March 31, 2022 March 31, 2021
I Revenue from operations 32 326 8,136.22 5,248.92
II Other income 33 327 100.55 73.40
III Total income (I + II) 8,236.77 5,322.32
IV Expenses
(a) Cost of materials consumed 34a 328 867.18 421.25
(b) Purchase of stock-in-trade 34b 328 3,793.42 1,526.72
(c) Changes in inventories of finished goods, 34c 328 (940.43) 614.99
work-in-progress and stock-in-trade
(d) Employee benefits expense 35 329 1,158.53 865.39
(e) Finance costs 36 329 350.71 502.60
(f) Depreciation and amortisation expense 37 329 997.03 962.75
(g) Rent expense 45a 353 & 393.22 10.67
& 4a 296
(h) Other expenses 38 330 1,764.38 1,255.15
Total expenses 8,384.04 6,159.52
V Loss before Share in Profit/ (Loss) of Joint (147.27) (837.20)
Venture and Tax (III - IV)
VI Add: Share in Profit / (Loss) of Joint Venture 2.34 (0.34)
VII Loss before tax (V+ VI) (144.93) (837.54)
VIII Income tax expense
(a) Current tax 39 331 20.89 40.12
(b) Deferred tax 39 331 (47.46) (141.66)
(26.57) (101.54)
IX Loss for the year (VII - VIII) (118.36) (736.00)
X Other comprehensive income/ (loss)
Items that will not be reclassified to profit or loss
(a) Re-measurement gains/ (losses) on defined benefit 1.82 2.89
plans
Income tax effect on above (0.35) (0.73)
(b) Fair value gains/ (losses) on equity instruments 0.64 (0.50)
Income tax effect on above (0.16) 0.13
Items that will be reclassified to profit or loss
(a) Exchange differences on translation of foreign 0.10 0.02
operations
Income tax effect on above - -
Total other comprehensive income/ (loss) for 2.05 1.81
the year
XI Total comprehensive income/ (loss) for the year (116.31) (734.19)
(IX + X)
XII Loss attributable to
- Owners of the Company (108.72) (672.51)
- Non-controlling interest (9.64) (63.49)
(118.36) (736.00)
259
ADITYA BIRLA FASHION AND RETAIL LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2022
a. Equity share capital
As at March 31, 2022 As at March 31, 2021
No. of shares ` in Crore No. of shares ` in Crore
Equity shares of ` 10 each issued
As at the beginning of the year 937,736,163 937.73 773,964,840 773.96
Equity shares under Rights Issue and Preferential Issue [Refer Note- 21(iii) & (iv)] 280,504 0.28 163,268,882 163.27
Exercise of Options (Refer Note - 44) 492,871 0.49 502,441 0.50
As at the end of the year 938,509,538 938.50 937,736,163 937.73
b. Other equity
` in Crore
Share Reserves and surplus Other comprehensive income Equity Non- Total
suspense Securities Retained Share Treasury Capital Remeasurement Fair value Foreign attributable controlling other
account premium earnings options shares reserve gains/ (losses) on gains/ (losses) currency to owners interest equity
(Refer (Refer (Refer outstanding (Refer (Refer defined benefit on equity translation of the (Refer
Note - 22) Note - 22) Note - 22) account Note - 22) Note - 22) plans (Refer instruments reserve Company Note-22)
(Refer Note - 22) (Refer (Refer
Note - 22) Note - 22) Note-22)
As at April 01, 2020 0.02 773.64 (444.92) 44.15 (100.49) 21.69 (2.31) 2.21 (0.05) 293.94 19.90 313.84
Pursuant to business combination (Refer Note - 22) - - - - - - - - - - 450.14 450.14
Profit/ (Loss) during the year - - (672.51) - - - - - - (672.51) (63.49) (736.00)
Share forfeiture/ (issued) during the year - - - - - 0.19 - - - 0.19 - 0.19
Equity shares under Rights Issue and Preferential Issue - 2,097.49 - - - - - - - 2,097.49 - 2,097.49
[Refer Note- 21(iii) & (iv)]
Non-controlling Interest put option (Refer Note - 24) - - - - - - - - - - (374.21) (374.21)
Premium on exercise of Options - 0.06 - - - - - - - 0.06 - 0.06
Other comprehensive income for the year - - - - - - 2.03 (0.37) 0.01 1.67 0.14 1.81
Recognition of Share based payment - - - 11.87 - - - - - 11.87 - 11.87
Transfer to Securities Premium on exercise of Options - 8.39 - (8.39) - - - - - - - -
Treasury shares issued/ (purchased) by ESOP Trust - - - - (3.97) - - - - (3.97) - (3.97)
As at March 31, 2021 0.02 2,879.58 (1,117.43) 47.63 (104.46) 21.88 (0.28) 1.84 (0.04) 1,728.74 32.48 1,761.22
ADITYA BIRLA FASHION AND RETAIL LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2022
` in Crore
Share Reserves and surplus Other comprehensive income Equity Non- Total
suspense Securities Retained Share Treasury Capital Remeasurement Fair value Foreign attributable controlling other
account premium earnings options shares reserve gains/ (losses) on gains/ (losses) currency to owners interest equity
(Refer (Refer (Refer outstanding (Refer (Refer defined benefit on equity translation of the (Refer
Note - 22) Note - 22) Note - 22) account Note - 22) Note - 22) plans (Refer instruments reserve Company Note-22)
Annual Report | 2021-22
Difference between Put option liability and NCI relating to - - (46.94) - - - - - - (46.94) 46.94 -
Sabyasachi Calcutta LLP [Refer Note - 2.3(XIII)]
Non-controlling interest relating to Sabyasachi Calcutta - - - - - - - - - - (421.15) (421.15)
LLP derecognised on March 31, 2022
Acquisition of NCI share - - 2.65 - - - - - - 2.65 (2.65) -
Transfer to Securities Premium on exercise of Options - 12.55 - (12.55) - - - - - - - -
Corporate
As at March 31, 2022 0.02 3,118.18 (1,265.39) 60.06 (103.09) 21.74 1.11 2.34 0.06 1,835.03 15.20 1,850.23
The accompanying notes are an integral part of the consolidated financial statements.
261
Date : May 18, 2022 Date : May 18, 2022 Date : May 18, 2022
ADITYA BIRLA FASHION AND RETAIL LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2022
` in Crore
Notes Year ended Year ended
March 31, 2022 March 31, 2021
Cash flows from operating activities
Loss before tax (144.93) (837.54)
Adjustments for:
Depreciation and amortisation expense 37 997.03 962.75
Finance costs 36 348.40 500.38
Gain on retirement of right-of-use assets 33 (14.85) (21.74)
Rent concession on lease rentals 4b, 41k & 45a (219.18) (343.72)
(Profit)/ Loss on sale/ discard of property, plant and (2.66) 0.72
equipment
Share-based payment to employees 35 29.13 11.70
Interest income 33 (9.38) (2.42)
Liabilities no longer required written back (2.10) (3.83)
Net gain on sale of current investments 33 (20.23) (3.29)
Net Unrealised exchange (gain)/ loss 3.69 1.46
Expense/ (income) on financial assets/ liabilities that (28.16) (27.08)
is designated as fair value through profit or loss
Provision for doubtful debts, deposits and advances 38 7.17 14.22
Bad debts written off 38 1.22 1.89
Share of (profit)/ loss of Joint Venture (2.34) 0.34
Operating profit before working capital changes 942.81 253.84
Changes in working capital:
(Increase)/ decrease in trade receivables (155.51) 224.93
(Increase)/ decrease in inventories (1,082.63) 611.14
(Increase)/ decrease in other assets (196.59) (6.05)
Increase/ (decrease) in trade payables 1,259.83 (53.17)
Increase/ (decrease) in provisions 15.59 (7.64)
Increase/ (decrease) in other liabilities 183.45 83.57
Cash generated from operations 966.95 1,106.62
Income taxes paid (net of refund) (16.44) (2.82)
Net cash flows from operating activities 950.51 1,103.80
Cash flows from investing activities
Purchase of property, plant and equipment, (347.95) (161.26)
intangible assets and capital advance
Consideration on acquisition of/ investment in - 15.56
subsidiaries, net of cash acquired
Drawings by minority holder of Limited Liability - (316.24)
Partnership Firm
Investments in joint venture - (67.18)
Purchase of current investments (10,008.14) (12,410.75)
Proceeds/ (Investment) in treasury shares held by 1.37 (3.97)
ESOP Trust
Proceeds from sale of property, plant and equipment 29.49 2.74
and intangible assets
Proceeds from sale/ maturity of current investments 9,764.54 12,083.44
Interest received 9.24 2.44
Net cash flows used in investing activities (551.45) (855.22)
263
ADITYA BIRLA FASHION AND RETAIL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
1. CORPORATE INFORMATION
Aditya Birla Fashion and Retail Limited (“the Company” or “the Holding Company”), a public
company domiciled in India and incorporated under the provisions of the Companies Act,
1956. Its equity shares are listed on the National Stock Exchange (NSE) and Bombay Stock
Exchange (BSE) in India. The registered office of the Company is located at Piramal Agastya
Corporate Park, Building ‘A’, 4th and 5th Floor, Unit No. 401, 403, 501, 502, L.B.S. Road, Kurla,
Mumbai - 400070.
The Company, its subsidiaries (together referred to as the “Group”) and its joint venture are
engaged in the business of manufacturing and retailing of branded apparels and runs a chain
of apparels and accessories retail stores in India.
The consolidated financial statements, as reviewed and recommended by the Audit Committee,
have been approved by the Board of Directors in their meeting held on May 18, 2022.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Company and its Subsidiaries and Joint Venture. Subsidiaries are entities controlled
by the Group. The CFS of the Group have been prepared in accordance with the
Indian Accounting Standards on “Consolidated Financial Statements” (Ind AS 110) and
“Investment in Associates and Joint Ventures” (Ind AS 28) notified under Section 133
of the Companies Act, 2013. The Group controls an investee only if the Group has:
• Power over the investee (i.e. existing rights that give it the current ability to direct
the relevant activities of the investee)
• Exposure, or rights, to variable returns from its involvement with the investee,
and
• The ability to use its power over the investee to affect its returns.
The Group re-assesses whether or not it controls an investee if facts and circumstances
indicate that there are changes to one or more of the three elements of control.
Consolidation of a subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities,
income and expenses of a subsidiary acquired or disposed of during the year are
included in the consolidated financial statements from the date the Group gains
control until the date the Group ceases to control the subsidiary.
Consolidated financial statements are prepared using uniform accounting policies
for like transactions and other events in similar circumstances. If a member of the
Group uses accounting policies other than those adopted in the consolidated financial
statements for like transactions and events in similar circumstances, appropriate
adjustments are made to that Group member’s financial statements in preparing the
consolidated financial statements to ensure conformity with the Group’s accounting
policies.
The financial statements of all entities used for the purpose of consolidation are
drawn up to same reporting date as that of the parent company, i.e., year ended
on March 31. When the end of the reporting period of the parent is different from
that of a subsidiary and joint venture, the subsidiary and joint venture prepares, for
consolidation purposes, additional financial information as of the same date as the
financial statements of the parent to enable the parent to consolidate the financial
information of the subsidiary and joint venture, unless it is impracticable to do so.
Consolidation procedures for subsidiaries:
• Combine like items of assets, liabilities, equity, income, expenses and cash
flows of the parent with those of its subsidiaries. For this purpose, income and
expenses of the subsidiary are based on the amounts of the assets and liabilities
recognised in the consolidated financial statements at the acquisition date.
• Offset (eliminate) the carrying amount of the parent’s investment in each
subsidiary and the parent’s portion of equity of each subsidiary. Business
combinations policy explains how to account for any related goodwill.
• Eliminate in full intragroup assets and liabilities, equity, income, expenses and
cash flows relating to transactions between entities of the group (profits or
losses resulting from intragroup transactions that are recognised in assets are
eliminated in full). Intragroup losses may indicate an impairment that requires
265
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The financial statements of the joint venture are prepared for the same reporting
period as the Group. When necessary, adjustments are made to bring the accounting
policies in line with those of the Group.
After application of the equity method, the Group determines whether it is necessary
to recognise an impairment loss on its investment in its joint venture. At each reporting
date, the Group determines whether there is objective evidence that the investment
in the joint venture is impaired. If there is such evidence, the Group calculates the
amount of impairment as the difference between the recoverable amount of the joint
venture and its carrying value, and then recognises the loss as ‘Share of profit of a
joint venture’ in the Consolidated Statement of Profit and Loss.
Upon loss of joint control over the joint venture, the Group measures and recognises
any retained investment at its fair value. Any difference between the carrying amount
of the joint venture upon loss of joint control and the fair value of the retained
investment and proceeds from disposal is recognised in the Consolidated Statement
of Profit and Loss.
267
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
all operating assets and liabilities. Segment results include all related income and
expenditure. Corporate (unallocated) represents assets, liabilities, income and
expenses which relate to the Group as a whole and are not allocated to the segments.
Inter-segment transfers
The Group generally accounts for inter-segment sales at arm’s length basis in a manner
similar to transactions with third parties.
Allocation of common costs
Common allocable costs are allocated to each segment according to the relative
contribution of each segment to the total common costs.
Unallocated items
Unallocated items include general corporate income, expense and other common
assets and liabilities which are not allocated to any business segment.
Segment accounting policies
The Group prepares its segment information in conformity with the accounting policies
adopted for preparing and presenting the financial statements of the Group as a whole.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
(V)
Foreign currencies
Transactions and balances:
In preparing the financial statements of each individual group entity, transactions
in currencies other than the entity’s functional currency (foreign currencies) are
recorded applying the exchange rate at the date of transaction. Monetary assets
and liabilities denominated in foreign currency, remaining unsettled at the end of
the year, are translated at the closing exchange rates prevailing on the Consolidated
Balance Sheet date.
Exchange differences arising on settlement or translation of monetary items are
recognised in the Consolidated Statement of Profit and Loss.
Non-monetary items carried at fair value that are denominated in foreign currencies
are retranslated at the rates prevailing at the date when the fair value was determined.
Non-monetary items that are measured in terms of historical cost in a foreign currency
are not retranslated. The gain or loss arising on translation of non-monetary items
measured at fair value is treated in line with the recognition of the gain or loss on the
change in fair value of the item (i.e. translation differences on items whose fair value
gain or loss is recognised in Other Comprehensive Income (OCI) or the Consolidated
Statement of Profit and Loss are also reclassified in OCI or the Consolidated Statement
of Profit and Loss, respectively).
For the purposes of presenting these consolidated financial statements, the assets
and liabilities of foreign operations, including goodwill and fair value adjustments
arising on acquisition are translated into Indian Rupees, the functional currency of
the Company, at the exchange rates at the reporting date. The income and expenses
of foreign operations are translated into Indian Rupees at the exchange rates
at the dates of the transactions or an average rate, if the average rate approximates
the actual rate at the date of the transaction. Exchange differences arising on
translation for consolidation are recognised in OCI and accumulated in other equity (as
exchange differences on translating the financial statements of a foreign operation),
except to the extent that the exchange differences are allocated to non-controlling
interest.
269
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
on purchases made in retail stores. The points give rise to a separate performance
obligation as it entitles them for redemption as settlement of future purchase
transaction price. Consideration received is allocated between the sale of products
and the points issued, with the consideration allocated to the points equal to their
fair value. Fair value of points is determined by applying statistical techniques based
on the historical trends.
Consideration allocated to reward points is deferred and recognised when points are
redeemed or when the points expire. The amount of revenue is based on the value
of points redeemed/ expired.
Income from services
Income from services is recognised as they are rendered based on agreements/
arrangements with the concerned parties, and recognised net of goods and services
tax/ applicable taxes.
Interest income
Interest income on all debt instruments is measured at amortised cost. Interest income
is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts
the estimated future cash payments or receipts over the expected life of the financial
instrument or a shorter period, where appropriate, to the gross carrying amount of
the financial asset. When calculating the EIR, the Group estimates the expected cash
flows by considering all the contractual terms of the financial instrument. Interest
income is included in other income in the Consolidated Statement of Profit and Loss.
Export incentives income
Export incentives under various schemes notified by government are accounted for in
the year of exports based on eligibility and when there is no uncertainty in receiving
the same.
Commission income
In case of sales of goods, where the Group is an agent in the transaction, the difference
between the revenue and the cost of the goods sold is disclosed as commission income
in other operating income.
(VII)
Government grants
Government grants are recognised where there is a reasonable assurance that the
grant will be received, and all attached conditions will be complied with:
• When the grant relates to an expense item, it is recognised as income on a
systematic basis over the periods that the related costs, for which it is intended
to compensate, are expensed.
• When the grant relates to an asset, it is recognised as income in Statement of
Profit and Loss in equal amounts over the expected useful life of the related
asset.
When loans or similar assistance are provided by governments or related institutions,
at a below-market rate of interest, the effect of this favourable interest is treated as a
government grant. The loan or assistance is initially recognised and measured at fair
271
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
value, and the government grant is measured as the difference between the proceeds
received and the initial carrying value of the loan. The loan is subsequently measured
as per the accounting policies applicable to financial liabilities.
(VIII)
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of
an asset that necessarily takes a substantial period of time to get ready for its intended
use are capitalised as part of the cost of the respective asset. All other borrowing costs
are expensed in the period they occur in the Consolidated Statement of Profit and Loss.
Borrowing cost includes interest and other costs incurred in connection with the
arrangement of borrowings.
Borrowing cost also includes exchange differences to the extent regarded as an
adjustment to the interest costs.
(IX)
Taxes
The Income tax expense or credit for the period is the tax payable on the current
period’s taxable income based on the applicable income tax rate adjusted by changes
in deferred tax assets and liabilities attributable to temporary differences and to
unused tax losses.
Current income tax assets and liabilities are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws used
to compute the amount are those that are enacted or substantively enacted at the
reporting date in India.
The management periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation and establishes
provisions where appropriate.
Deferred tax
Deferred tax is recognised on temporary differences between the tax bases of assets
and liabilities and their carrying amounts for financial reporting purposes at the
reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except
when the deferred tax liability arises from the initial recognition of goodwill or an
asset or a liability in a transaction that is not a business combination and, at the time
of the transaction, affects neither the accounting profit nor the taxable profit or loss.
Deferred tax assets are recognised for all deductible temporary differences, the
carry forward of unused tax credits and any unused tax losses. Deferred tax assets
are recognised to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences and the carry forward of unused
tax credits and unused tax losses can be utilised, except when the deferred tax asset
relating to the deductible temporary difference arises from the initial recognition of an
asset or a liability in a transaction that is not a business combination and, at the time
of the transaction, affects neither the accounting profit nor the taxable profit or loss.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The carrying amount of deferred tax assets is reviewed at each reporting date and
reduced to the extent that it is no longer probable that sufficient taxable profit will
be available to allow all or part of the deferred tax asset to be utilised. Unrecognised
deferred tax assets are re-assessed at each reporting date and are recognised to the
extent that it has become probable that future taxable profits will allow the deferred
tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to
apply in the year when the asset is realised or the liability is settled, based on tax rates
and tax laws that have been enacted or substantively enacted at the reporting date.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right
exists to set off current tax assets against current tax liabilities and the deferred taxes
relate to the same taxable entity and the same taxation authority.
Tax benefits acquired as a part of business combination, but not satisfying the criteria
for separate recognition at that date, are recognised subsequently if new information
is received or circumstances change. Acquired deferred tax benefits recognised
within the measurement period reduce goodwill related to that acquisition, if they
result from new information obtained about facts and circumstances existing at the
acquisition date.
The Group had adopted the new tax regime in the Financial Year 2019-20 under
Section 115BAA of the Income Tax Act, 1961 as introduced by the Taxation Laws
(Amendment) Ordinance, 2019.
Current tax and deferred tax relating to items recognised outside the Consolidated
Statement of Profit and Loss are recognised outside the Consolidated Statement of
Profit and Loss (either in OCI or in equity). Current tax and deferred tax items are
recognised in correlation to the underlying transaction either in OCI or directly in
equity.
273
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
over the useful life of the asset estimated by the management. Depreciation on
additions is provided on a pro rata basis from the month of installation or acquisition.
Depreciation on deletions/ disposals is provided on a pro rata basis upto the month
preceding the month of deletions/ disposals. The management believes that these
estimated useful lives reflect fair approximation of the period over which the assets
are likely to be used. The Group has used the following rates to provide depreciation
on its tangible fixed assets:
(a) Assets where useful life is same as Schedule II
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Useful life of assets different from that prescribed in Schedule II has been estimated
by the management, supported by technical assessment.
Leasehold assets
Assets Estimated useful life
Leasehold improvements at stores 5 to 6 years or period of lease,
whichever is shorter
Leasehold improvements other than stores Period of lease
275
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
specified by Government Authority. The best evidence of fair value is current prices in
an active market for similar properties. Where such information is not available, the
Group considers information from a variety of sources including current prices in an
active market for properties of different nature or recent prices of similar properties
in less active markets, adjusted to reflect those differences.
Investment properties are derecognised either when they have been disposed of or
when they are permanently withdrawn from use and no future economic benefit is
expected from their disposal. The difference between the net disposal proceeds and
the carrying amount of the asset is recognised in Consolidated Statement of Profit
and Loss in the period of derecognition. In determining the amount of consideration
from the derecognition of investment properties the Group considers the effects
of variable consideration, existence of a significant financing component, non-cash
consideration, and consideration payable to the buyer (if any).
Transfers are made to (or from) investment properties only when there is a change in
use. Transfers between investment property, owner-occupied property and inventories
do not change the carrying amount of the property transferred and they do not change
the cost of that property for measurement or disclosure purposes.
(XII)
Intangible assets
Intangible assets are stated at cost less accumulated amortisation and impairment. The
cost of intangible assets acquired in a business combination is their fair value at the
date of acquisition. Internally generated intangibles, excluding capitalised development
costs, are not capitalised and the related expenditure is reflected in the Consolidated
Statement of Profit and Loss, in the period in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite life are amortised over the useful economic life and
assessed for impairment, whenever there is an indication that the intangible asset may
be impaired. The amortisation period and the amortisation method for an intangible
asset with a finite useful life are reviewed at least at the end of each reporting period
and changes if any, made on prospective basis. The amortisation expense on intangible
assets with finite lives is recognised in the Consolidated Statement of Profit and Loss.
Intangible assets with indefinite useful life are not amortised, but are tested for
impairment annually, either individually or at the cash-generating unit level. The
assessment of indefinite life is reviewed annually to determine whether the indefinite
life continues to be supportable. If not, the change in useful life from indefinite to
finite is made on a prospective basis.
Gains or losses arising from de-recognition of an intangible asset are measured as
the difference between the net disposal proceeds and the carrying amount of the
asset and are recognised in the Consolidated Statement of Profit and Loss when the
asset is de-recognised.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
277
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
After initial recognition, goodwill is measured at cost less any accumulated impairment
losses. For the purposes of impairment testing, goodwill acquired in a business
combination is allocated to each of the Group’s cash-generating units that are expected
to benefit from the synergies of the combination, irrespective of whether other assets
or liabilities of the acquiree are assigned to those units.
Where the group does not have present ownership interest in the shares held by the
non-controlling shareholders, measured at either fair value or at the proportionate
share of the acquiree’s identifiable net assets, and the related put option held by the
group over such non-controlling shares remains unexercised, the group accounts for
the non-controlling interest and the written put option at the end of each reporting
period as below:
a) Group determines the amount that would have been recognised for the non-
controlling interest, including an allocation to reflect the share of profit or loss,
share of changes in other comprehensive income and dividends (if any) declared
during the reporting period;
b) The group de-recognises the non-controlling interest as if it was acquired at the
end of the reporting period;
c) The group recognises a financial liability in respect of the written put option
at the present value of the amount payable on exercise of the non-controlling
interest; and
d) Difference between b) and c) is accounted for as an equity transaction.
Upon exercise of the put option over the non-controlling interest the amount
recognised as financial liability is extinguished by payment of the exercise price.
If the put option over the non-controlling interest remains unexercised, non-controlling
interest is recognised at the amount it would have been, as if the put option had
never been granted (i.e. measured initially at the date of the business combination,
and remeasured for subsequent allocations of profit or loss, other comprehensive
income and changes in equity attributable to the non-controlling interest). The financial
liability is derecognised, with a corresponding credit to the same component of equity.
A cash-generating unit (CGU) to which goodwill has been allocated is tested for
impairment annually as at reporting date. When the recoverable amount of the CGU
is less than its carrying amount, an impairment loss is recognised.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill
is included in the determination of the profit or loss on disposal.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
the asset for which estimates of future cash flows have not been adjusted. Recoverable
amount is determined for an individual asset, unless the asset does not generate
cash inflows that are largely independent of those from other assets or groups of
assets. When the carrying amount of an asset or CGU exceeds its recoverable amount,
the asset is considered impaired and is written down to its recoverable amount.
Impairment losses of continuing operations, including impairment on inventories,
are recognised in the Consolidated Statement of Profit and Loss.
A cash-generating unit to which goodwill has been allocated is tested for impairment
annually as at reporting date. If the recoverable amount of the cash-generating unit
is less than its carrying amount, the impairment loss is allocated first to reduce the
carrying amount of any goodwill allocated to the unit and then to the other assets
of the unit pro-rata based on the carrying amount of each asset in the unit. Any
impairment loss for goodwill is recognised directly in the Consolidated Statement of
Profit and Loss.
Reversal of impairment losses except on goodwill is recorded when there is an
indication that the impairment losses recognised for the assets no longer exist or have
decreased. An impairment loss recognised for goodwill is not reversed in subsequent
periods.
(XV)
Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a
lease. A contract is, or contains, a lease if the contract conveys the right to control
the use of an identified asset for a period of time in exchange for consideration. To
assess whether a contract conveys the right to control the use of an identified asset,
the Group assess whether:
• The contract involves the use of an identified asset – this may be specified
explicitly or implicitly and should be physically distinct or represent substantially
all of the capacity of a physically distinct asset. If the supplier has a substantive
substitution right, then the asset is not identified;
• The Group has the right to obtain substantially all of the economic benefits from
the use of the asset throughout the period of use; and
• The Group has the right to direct the use of the asset. The Group has the right
when it has the decision-making rights that are most relevant to changing how
and for what purpose the asset is used. In rare cases where the decision about
how and for what purpose the asset is used is predetermined, the Group has
the right to direct the use of the asset either the Group has the right to operate
the asset; or the Group designed the asset in a way that predetermines how and
for what purpose it will be used.
At inception or on reassessment of a contract that contains a lease component, the
Group allocates the consideration in the contract to each lease component on the
basis of their relative stand-alone prices.
Where the Group is the lessee
Right-of-use assets
The Group recognises a right-of-use asset and a lease liability at the lease
commencement date except for short-term leases which are less than 12 months and
279
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
leases of low value assets. The right-of-use asset is initially measured at cost, which
comprises the initial amount of the lease liability plus any initial direct costs incurred
less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method
from the commencement date to the earlier of the end of the useful life of the right-
of-use asset or the end of the lease term. If ownership of the leased asset transfers to
the Group at the end of the lease term or the cost reflects the exercise of a purchase
option, depreciation is calculated using the estimated useful life of the asset. The
estimated useful lives of right-of-use assets are determined on the same basis as those
of property. In addition, the right-of-use asset is periodically reduced by impairment
losses, if any, adjusted for certain remeasurements of the lease liability.
Lease liabilities
The lease liability is initially measured at the present value of the lease payments
that are not paid at the commencement date. The lease payments are discounted
using the interest rate implicit in the lease, if that rate can be readily determined.
If that rate cannot be readily determined, the Group uses incremental
borrowing rate.
Lease payments included in the measurement of the lease liability comprise of fixed
payments, including in-substance fixed payments. The lease liabilities are measured
at amortised cost using the effective interest method.
In addition, the carrying amount of lease liabilities is re-measured if there is a
modification arising due to change in the lease term, change in the lease payments
or a change in the assessment of an option to purchase the underlying asset. When
the lease liability is re-measured in this way, a corresponding adjustment is made
to the carrying amount of the right-of-use asset or is recorded in profit or loss if the
carrying amount of the right-of-use asset has been reduced to zero.
The Group presents right-of-use assets that do not meet the definition of investment
property, and lease liabilities, separately in the Consolidated Balance Sheet.
Short-term leases and leases of low value assets
The Group applies the short-term lease recognition exemption to its short-term leases
(i.e., those leases that have a lease term of 12 months or less from the commencement
date and do not contain a purchase option). It also applies the lease of low-value assets
recognition exemption to leases that are considered to be low value. Lease payments
on short-term leases and leases of low-value assets are recognised as expense on a
straight-line basis over the lease term.
Where the Group is the lessor
Leases in which the Group does not transfer substantially all the risks and rewards of
ownership of an asset is classified as an operating lease. Assets subject to operating
leases are included in the property, plant and equipment. Rental income on an
operating lease is recognised in the Consolidated Statement of Profit and Loss on a
straight-line basis over the lease term. Costs, including depreciation, are recognised
as an expense in the Consolidated Statement of Profit and Loss.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
(i) The change in lease payments results in revised consideration for the lease
that is substantially the same as, or less than, the consideration for the lease
immediately preceding the change.
(ii) any reduction in lease payments affect only payments originally due on or before
June 30, 2022.
(iii) There is no substantive change to other terms and conditions of the lease.
Pursuant to the above amendment, the Group has applied the practical expedient
with effect from April 01, 2020. The Group has accounted the unconditional rent
concessions in “Rent expenses” in the Consolidated Statement of Profit and Loss.
A financial instrument is any contract that gives rise to a financial asset of one entity
and a financial liability or equity instrument of another entity.
Financial assets and financial liabilities are recognised when a Group becomes a party
to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction
costs that are directly attributable to the acquisition or issue of financial assets and
financial liabilities (other than financial assets and financial liabilities measured at
fair value through profit or loss) are added to or deducted from the fair value of the
financial assets or financial liabilities, as appropriate, on initial recognition. Transaction
281
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
283
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Further, for the purpose of measuring lifetime expected credit loss allowance
for trade receivables, the Group has used a practical expedient as permitted
under Ind AS 109. This expected credit loss allowance is computed based on
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
a provision matrix, which takes into account historical credit loss experience
and adjusted for forward looking information.
The impairment requirements for the recognition and measurement of a
loss allowance are equally applied to debt instruments at FVTOCI except
that the loss allowance is recognised in OCI and is not reduced from the
carrying amount in the Consolidated Balance Sheet.
(b) Non derivative financial liabilities
(i) Classification as debt or equity
Debt and equity instruments issued by the Group are classified as either
financial liabilities or as equity in accordance with the substance of the
contractual arrangements and the definitions of a financial liability and an
equity instrument.
(1) Equity instruments:
An equity instrument is any contract that evidences a residual interest
in the assets of an entity after deducting all of its liabilities. Equity
instruments issued by the Group are recognised at the proceeds
received, net of direct issue costs.
Repurchase of the Group’s own equity instruments is recognised
and deducted directly in equity. No gain or loss is recognised in the
Consolidated Statement of Profit and Loss on the purchase, sale, issue
or cancellation of the Group’s own equity instruments.
(2) Compound financial instruments:
The component parts of compound financial instruments (convertible
notes) issued by the Group are classified separately as financial
liabilities and equity in accordance with the substance of the contractual
arrangements and the definitions of a financial liability and an equity
instrument. A conversion option that will be settled by the exchange
of a fixed amount of cash or another financial asset for a fixed number
of the Group’s own equity instruments is an equity instrument.
At the date of issue, the fair value of the liability component is estimated
using the prevailing market interest rate for similar non-convertible
instruments. This amount is recognised as a liability on an amortised
cost basis using the effective interest method until extinguished upon
conversion or at the instrument’s maturity date.
(3) Financial liabilities:
All financial liabilities are measured at amortised cost using the effective
interest method or at FVTPL.
However, financial liabilities that arise when a transfer of a financial
asset does not qualify for derecognition or when the continuing
involvement approach applies, financial guarantee contracts issued by
the Group, and commitments issued by the Group to provide a loan
at below-market interest rate are measured in accordance with the
specific accounting policies set out below.
285
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
287
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
(XVIII) Inventories
Raw materials, components, stores and spares, and packing materials are valued
at lower of cost or net realisable value. However, these items are considered to be
realisable at cost if the finished products, in which they will be used, are expected to
be sold at or above cost. Cost includes cost of purchase and other costs in bringing the
inventories to their present location and condition. Cost is determined on weighted
average cost basis.
Traded goods, work-in-progress and finished goods are valued at cost or net realisable
value, whichever is lower. Work-in-progress and finished goods include costs of direct
materials, labour and a proportion of manufacturing overheads based on the normal
operating capacity but excluding borrowing cost. Traded goods cost includes cost of
289
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
purchase and other costs incurred in bringing the inventories to their present location
and condition. Cost is determined on weighted average cost basis.
Net realisable value is the estimated selling price in the ordinary course of business,
less estimated costs of completion and the estimated costs necessary to make the sale.
Proceeds in respect of sale of raw materials/ stores are credited to the respective
heads. Obsolete and defective inventory are duly provided for, basis the management
estimates (Refer Note – 41f).
(XIX) Provisions and contingent liabilities
The amount recognised as a provision is the best estimate of the consideration
required to settle the present obligation at the end of the reporting period, taking into
account the risks and uncertainties surrounding the obligation. When a provision is
measured using the cash flows estimated to settle the present obligation, its carrying
amount is the present value of those cash flows (when the effect of the time value
of money is material).
Provisions are recognised when the Group has a present legal or constructive
obligation as a result of past events, it is probable that an outflow of resources
embodying economic benefits will be required to settle the obligation and the amount
can be reliably estimated. The expense relating to a provision is presented in the
Consolidated Statement of Profit and Loss, net of any reimbursements.
When some or all of the economic benefits required to settle a provision are expected
to be recovered from a third party, a receivable is recognised as an asset, if it is virtually
certain that reimbursement will be received and the amount of the receivable can
be measured reliably.
A present obligation that arises from past events, where it is either not probable that
an outflow of resources will be required to settle or a reliable estimate of the amount
cannot be made, is disclosed as a contingent liability. Contingent liabilities are also
disclosed when there is a possible obligation arising from past events, the existence
of which will be confirmed only by the occurrence or non-occurrence of one or more
uncertain future events not wholly within the control of the Group (Refer Note – 46).
Claims against the Group, where the possibility of any outflow of resources in
settlement is remote, are not disclosed as contingent liabilities.
Contingent assets are not recognised in the consolidated financial statements since
this may result in the recognition of income that may never be realised. However,
when the realisation of income is virtually certain, then the related asset is not a
contingent asset and is recognised.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Statement of Profit and Loss, on accrual basis. The Group recognises contribution
payable to the provident fund scheme as an expense, when an employee renders
the related service. The Group has no obligation, other than the contribution
payable to the provident fund.
(c) Defined benefit plan
The Group operates a defined benefit gratuity plan in India. The Group contributes
to a gratuity fund maintained by an independent insurance company. The Group’s
liabilities under The Payment of Gratuity Act, 1972 are determined on the basis
of actuarial valuation made at the end of each financial year using the projected
unit credit method. Obligation is measured at the present value of estimated
future cash flows using a discounted rate that is determined by reference to
market yields at the Consolidated Balance Sheet date on Government bonds,
where the terms of the Government bonds are consistent with the estimated
terms of the defined benefit obligation. The net interest cost is calculated by
applying the discount rate to the net balance of the defined benefit obligation
and fair value of plan assets. This cost is included in the ‘Employee benefits
expense’ in the Consolidated Statement of Profit and Loss. Re-measurement
gains or losses and return on plan assets (excluding amounts included in net
Interest on the net defined benefit liability) arising from changes in actuarial
assumptions are recognised in the period in which they occur, directly in OCI.
These are presented as re-measurement gains or losses on defined benefit plans
under other comprehensive income in other equity. Remeasurements gains or
losses are not reclassified subsequently to the Consolidated Statement of Profit
and Loss.
(d) Compensated absences
The employees of the Group are entitled to compensated absences. The employees
can carry forward a portion of the unutilised accumulating compensated absences
and utilise it in future periods or receive cash at retirement or termination of
employment. The Group records an obligation for compensated absences
in the period in which the employee renders the services that increases this
entitlement. The Group measures the expected cost of compensated absences
as the additional amount that the Group expects to pay as a result of the unused
entitlement that has accumulated at the end of the reporting period. The Group
recognises accumulated compensated absences based on actuarial valuation in
the Consolidated Statement of Profit and Loss.
The Group presents the entire leave as a current liability in the Consolidated
Balance Sheet, since it does not have any unconditional right to defer its
settlement for twelve months after the reporting date.
291
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
services are measured at the fair value of the equity instruments at the grant date
using an appropriate valuation model.
The fair value determined at the grant date of the equity-settled share-based
payments is expensed on a straight-line basis over the vesting period, based on the
Group’s estimate of equity instruments that will eventually vest, with a corresponding
increase in equity. At the end of each reporting period, the Group revises its estimate
of the number of equity instruments expected to vest. The impact of the revision of
the original estimates, if any, is recognised in the Consolidated Statement of Profit
and Loss, such that the cumulative expense reflects the revised estimate, with a
corresponding adjustment to the equity- settled share options outstanding account.
No expense is recognised for awards that do not ultimately vest because non-market
performance and/ or service conditions have not been met.
The dilutive effect of outstanding options is reflected as additional share dilution in
the computation of diluted earnings per share.
For cash-settled share-based payment, a liability is recognised for the goods or services
acquired, measured initially at the fair value of the liability using a binomial method.
At the end of each reporting period until the liability is settled and at the date of
settlement, the fair value of the liability is re-measured, with any changes in the fair
value recognised in ‘Employee benefits expense’ in the Consolidated Statement of
Profit and Loss for the year.
The Group has created an “ABFRL Employee Welfare Trust” (ESOP Trust) and uses it
as a vehicle for distributing shares to employees under the Employee Stock Option
Scheme 2019 or any subsequent Stock Option Scheme. The trust purchase shares of
the Company from the market, for giving shares to employees. The Group treats trust
as its extension and shares held by trust are treated as treasury shares.
Own equity instruments that are reacquired (treasury shares) are recognised at cost
and deducted from other equity. No gain or loss is recognised in the Consolidated
Statement of Profit and Loss on the purchase, sale, issue or cancellation of the
Company’s own equity instruments. Any difference between the carrying amount and
the consideration, if reissued or sold, is recognised in capital reserve. Share options
exercised during the reporting period are settled with treasury shares.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
For the purpose of calculating diluted earnings per share, the net profit or loss for the
period attributable to equity shareholders of the Group and the weighted average
number of shares outstanding during the period are adjusted for the effects of all
dilutive potential equity shares.
293
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 3a
PROPERTY, PLANT AND EQUIPMENT
` in Crore
Freehold Freehold Plant and Leasehold Computers Furniture Office Vehicles Total
land* buildings* equipment improve- and equipment
ments fixtures
Cost
As at April 01, 2020 5.92 42.74 216.72 300.96 113.33 510.56 133.93 15.96 1,340.12
Additions - 0.62 24.75 44.93 9.05 62.28 6.12 0.41 148.16
Addition pursuant to business combination - - 7.37 2.49 1.01 12.06 1.53 0.81 25.27
Disposals - - 22.72 21.84 4.77 70.85 4.15 3.44 127.77
As at March 31, 2021 5.92 43.36 226.12 326.54 118.62 514.05 137.43 13.74 1,385.78
Additions - - 80.18 83.63 16.99 96.07 14.19 2.17 293.23
Disposals - - 46.85 26.43 2.20 74.55 2.53 5.85 158.41
As at March 31, 2022 5.92 43.36 259.45 383.74 133.41 535.57 149.09 10.06 1,520.60
Depreciation
As at April 01, 2020 - 4.11 79.67 152.83 76.22 312.06 66.74 5.60 697.23
Depreciation for the year (Refer Note - 37) - 1.56 39.81 49.76 17.61 88.93 7.35 3.77 208.79
Disposals - - 17.12 20.92 4.73 46.13 3.25 2.80 94.95
As at March 31, 2021 - 5.67 102.36 181.67 89.10 354.86 70.84 6.57 811.07
Depreciation for the year (Refer Note - 37) - 1.57 57.15 52.20 9.00 81.22 9.14 3.04 213.32
Disposals - - 39.84 20.77 1.50 66.34 1.93 4.61 134.99
As at March 31, 2022 - 7.24 119.67 213.10 96.60 369.74 78.05 5.00 889.40
* The title deeds of immovable properties, included in Property, Plant and Equipment above are held in the
name of the Group except for Freehold land and Freehold building wherein the Gross Block amounting to
` 5.92 Crore (March 31, 2021: ` 5.92 Crore) and ` 0.13 Crore (March 31, 2021: ` 0.13 Crore), respectively, which
are held in the name of the demerged companies and are in the process of being transferred to the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 3b
CAPITAL WORK-IN-PROGRESS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Capital work-in-progress 102.57 37.60
Total 102.57 37.60
There are no projects as on the reporting periods where costs have been exceeded cost as compared
to its original plan or where completion is overdue.
295
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 4
RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
(a) Right-of-use assets
` in Crore
Land Buildings* Plant and Computers Furniture Office Total
equipment and equipment
fixtures
Cost
As at April 01, 2020 10.42 2,755.67 9.56 3.70 38.77 1.62 2,819.74
As at March 31, 2021 10.69 3,276.84 16.52 3.90 90.19 3.94 3,402.08
As at March 31, 2022 10.69 4,339.75 21.33 3.90 96.59 6.22 4,478.48
Depreciation
As at April 01, 2020 0.39 612.25 0.04 0.02 0.18 0.01 612.89
Depreciation for the year 0.13 723.16 1.74 - 7.33 0.04 732.40
(Refer Note - 37)
As at March 31, 2021 0.52 1,250.78 1.78 0.02 7.51 0.05 1,260.66
Depreciation for the year 0.13 738.33 4.05 0.79 18.21 1.04 762.55
(Refer Note - 37)
As at March 31, 2022 0.65 1,921.45 5.83 0.81 25.72 1.09 1,955.55
As at March 31, 2022 10.04 2,418.30 15.50 3.09 70.87 5.13 2,522.93
As at March 31, 2021 10.17 2,026.06 14.74 3.88 82.68 3.89 2,141.42
* The title deeds of Right of Use assets above are held in the name of the Group except for Buildings wherein
the Gross Block amounts to ` 259.93 Crore (March 31, 2021: ` 259. 93 Crore) which are held in the name
of the demerged companies and are in the process of being transferred to the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The above fair value has been arrived on the basis of assessable market value of the above
property as per rate specified by Directorate of Registration and Stamp Revenue, Government
of West Bengal.
Estimation of fair value: The best evidence of fair value is current prices in an active market for
similar properties. Where such information is not available, the Group considers information
from a variety of sources including current prices in an active market for properties of different
nature or recent prices of similar properties in less active markets, adjusted to reflect those
differences.
297
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 5
GOODWILL AND OTHER INTANGIBLE ASSETS
` in Crore
Goodwill Brands/ Computer Technical Franchisee Non-Compete Total
Trademarks software know-how rights right
Cost
As at April 01, 2020 1,983.06 79.77 80.85 1.84 33.81 3.00 2,182.33
Additions - 0.17 7.34 - - - 7.51
Addition pursuant to business 226.14 606.50 - - - - 832.64
combination
Disposals - - 0.26 - - - 0.26
As at March 31, 2021 2,209.20 686.44 87.93 1.84 33.81 3.00 3,022.22
Additions - 0.65 15.85 - - - 16.50
Addition pursuant to business - - - - - - -
combination
Disposals - - 1.47 - - - 1.47
As at March 31, 2022 2,209.20 687.09 102.31 1.84 33.81 3.00 3,037.25
Amortisation
As at April 01, 2020 - 16.38 63.57 1.28 10.55 0.29 92.07
Amortisation for the year - 8.54 11.64 0.20 1.18 - 21.56
(Refer Note - 37)
Disposals - - 0.26 - - - 0.26
As at March 31, 2021 - 24.92 74.95 1.48 11.73 0.29 113.37
Amortisation for the year - 8.69 11.29 - 1.18 - 21.16
(Refer Note - 37)
Disposals - - 0.47 - - - 0.47
As at March 31, 2022 - 33.61 85.77 1.48 12.91 0.29 134.06
Net carrying value as at:
March 31, 2022 2,209.20 653.48 16.54 0.36 20.90 2.71 2,903.19
March 31, 2021 2,209.20 661.52 12.98 0.36 22.08 2.71 2,908.85
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 5A
IMPAIRMENT TESTING OF GOODWILL
Goodwill acquired through various business combinations have been allocated to the six Cash-
Generating Units (CGUs) as below:
1. Pantaloons CGU
2. Madura Fashion & Lifestyle CGU
3. Forever 21 CGU
4. Jaypore CGU
5. Finesse CGU
6. Sabyasachi CGU
Pantaloons CGU
During the year ended March 31, 2013, the Company acquired Pantaloons format business
(‘Pantaloons business’) from Future Retail Limited (“FRL”), which consisted of fashion retail business
operating under the brand name “Pantaloons”. Pantaloons is a leading large format fashion retailer
engaged in retailing of apparel and accessories. The business thus acquired is Pantaloons CGU.
Forever 21 CGU
Effective July 01, 2016, the Company acquired exclusive franchise rights for the Indian market of
Forever 21 business comprising of operating retail stores in India for the sale of clothing, artificial
jewellery, accessories and related merchandise under the brand name “Forever 21” (“F21”), and is
considered as a separate CGU.
Jaypore CGU
Effective July 02, 2019, the Company entered in a Share Purchase Agreement(s) with Jaypore
E-Commerce Private Limited (“Jaypore”) and TG Apparel & Decor Private Limited (“TG Apparel”)
which sells ethnic fashion merchandise under its own brand “Jaypore” and of other third-party
brands through stores and on-line channels. Consequent to the above, Jaypore, Jaypore Inc.,
USA (an overseas wholly-owned subsidiary of Jaypore) and TG Apparel become wholly-owned
subsidiaries of the Company. These Companies together are considered as a separate CGU
“Jaypore CGU”.
Jaypore Inc., USA, an overseas wholly-owned subsidiary of Jaypore was dissolved on
September 21, 2020.
299
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Finesse CGU
Effective July 26, 2019, the Company entered into a strategic partnership with India’s leading designers
“Shantanu & Nikhil” by way of acquisition of 51% stake in ‘Finesse International Design Private Limited’
(“Finesse”), which is primarily engaged in the business of occasional and ceremonial contemporary
apparel for men and women under the brand name ‘Shantanu & Nikhil’. Finesse became the subsidiary
of the Company and is considered as a separate CGU “Finesse CGU”.
Sabyasachi CGU
Effective February 24, 2021, the Company entered into Agreement with Sabyasachi Calcutta LLP
[formerly M/s. Sabyasachi Couture, a partnership firm (“Sabyasachi”) with a profit share of 51% to
the Company, which is engaged in the business of manufacturing, distribution and sale of designer
apparel, accessories and jewellery under its own brand ‘Sabyasachi’ (the “Brand” or “Brand –
‘Sabyasachi’”). Sabyasachi is India’s largest and most influential luxury designer brands with strong
Indian roots and global appeal. The Brand straddles categories such as apparel, accessories and
jewellery and has a strong franchisee network in India, US, UK, and the Middle East. Considering
the terms of the Agreement, Sabyasachi Calcutta LLP became the subsidiary of the Company and is
considered as a separate CGU “Sabyasachi CGU”. Also refer Note - 47a.
For the purpose of Segment reporting, Madura Fashion & Lifestyle, Forever 21 , Jaypore, Finesse and
Sabyasachi CGUs have been aggregated to form Madura Fashion & Lifestyle segment in accordance
with Ind AS 108.
Carrying amounts of Goodwill allocated to each of the CGUs are as below:
` in Crore
As at As at
March 31, 2022 March 31, 2021
Pantaloons CGU 1,167.55 1,167.55
Madura Fashion & Lifestyle CGU 627.67 627.67
Forever 21 CGU 64.38 64.38
Jaypore CGU 88.44 88.44
Finesse CGU 35.02 35.02
Sabyasachi CGU 226.14 226.14
Total 2,209.20 2,209.20
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 6
(a) INVESTMENT IN JOINT VENTURE
` in Crore
As at As at
March 31, 2022 March 31, 2021
Joint Venture (Refer Note - 47b)
Share in Net Assets 38.13 38.13
Goodwill 29.05 29.05
Equity Investment in Joint Venture - at cost 67.18 67.18
Share in profit / (loss) after tax (including other comprehensive 1.39 (0.25)
income) of Joint Venture
Total 68.57 66.93
301
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
(b) OTHER INVESTMENTS: (Carried at fair value through other comprehensive income)
` in Crore
As at As at
March 31, 2022 March 31, 2021
Unquoted equity instruments
7,000 (March 31, 2021: 7,000) fully paid equity shares of ` 10/- each of 7.32 6.66
Birla Management Centre Services Limited*
Total 7.32 6.66
* Increase is on account of fair valuation.
Aggregate book value of unquoted investments 75.89 73.59
Aggregate amount of impairment in value of investments - -
NOTE: 7
NON-CURRENT FINANCIAL ASSETS - LOANS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Loans and advances to employees
Secured, considered good - -
Unsecured, considered good 1.56 2.59
Loans receivables, which have significant increase in credit risk - -
Credit impaired - -
Total 1.56 2.59
NOTE: 8
NON-CURRENT FINANCIAL ASSETS - SECURITY DEPOSITS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Security deposits
Deposits to related party - unsecured, considered good (Refer Note - 48) 5.64 5.64
Unsecured, considered good 317.94 303.31
Unsecured, considered doubtful 0.31 0.14
Provision for doubtful deposits (0.31) (0.14)
Total 323.58 308.95
NOTE: 9
NON-CURRENT FINANCIAL ASSETS - OTHERS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Other bank balance
Bank deposits with more than 12 months maturity from the 3.32 0.46
Balance Sheet date
Total 3.32 0.46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 10
DEFERRED TAX ASSETS/ (LIABILITIES) (NET)
Reflected in the Consolidated Balance Sheet as follows:
` in Crore
As at As at
March 31, 2022 March 31, 2021
Deferred tax assets 380.46 333.92
Deferred tax liabilities 211.94 212.25
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set
off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable
entity and the same taxation authority.
303
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 11
OTHER NON-CURRENT ASSETS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Capital advances 17.76 1.29
Prepayments 43.46 18.08
Advances to suppliers - 3.00
Balances with government authorities (other than income tax) 40.08 47.00
Other receivables 0.67 2.56
Total 101.97 71.93
NOTE: 12
INVENTORIES
` in Crore
As at As at
March 31, 2022 March 31, 2021
Inventories
At lower of cost and net realisable value
Raw materials 307.51 196.02
Includes Goods-in-transit ` 125.03 Crore (March 31, 2021:
` 71.57 Crore)
Work-in-progress 65.51 33.74
Finished goods 306.24 158.09
Includes Goods-in-transit ` 1.90 Crore (March 31, 2021: ` Nil)
Stock-in-trade 2,192.44 1,432.50
Includes Goods-in-transit ` 28.46 Crore (March 31, 2021:
` 18.05 Crore)
Stores and spares 34.43 9.99
Packing materials 23.46 16.62
Total 2,929.59 1,846.96
During the year ended March 31, 2022, ` 37.09 Crore (March 31, 2021: ` 19.95 Crore) is recognised
as an expense for inventories carried at net realisable value.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 13
CURRENT INVESTMENTS (Carried at fair value through profit and loss (FVTPL))
` in Crore
As at As at
March 31, 2022 March 31, 2021
Quoted investments
Aditya Birla Sun Life Liquid Fund - Growth-Regular Plan 87.51 170.61
(formerly known as Aditya Birla Sun Life Cash Plus)
(March 31, 2022: 25,70,542.054 units, March 31, 2021: 51,46,153.781
units)
Aditya Birla Sun Life Overnight Fund - Growth- Direct Plan - 128.92
(March 31, 2022: Nil, March 31, 2021: 11,58,380.796 units)
Aditya Birla Sunlife Money Market Fund 4.08 -
(March 31, 2022: 1,37,771.60 units March 31, 2021: Nil)
Aditya Birla Sunlife Liquid Fund 13.02 0.75
(March 31, 2022: 379,345.35 units, March 31, 2021: 22,623.47 units)
Aditya Birla Sun Life Savings Fund- Growth 0.89 -
(March 31, 2022: 20,322.745 units, March 31, 2021: Nil)
Aditya Birla Sun Life Liquid Fund 8.22 -
(March 31, 2022: 241,593.084 units, March 31, 2021: Nil)
Aditya Birla Sun Life Money Manager Fund - Growth Regular Plan 95.43 -
(March 31, 2022: 32,20,919.551 units, March 31, 2021: Nil)
Axis Money Market - Regular Growth(MM-GP) 38.49 -
(March 31, 2022: 3,35,483.883 units, March 31, 2021: Nil)
Axis Liquid Fund - Regular Growth(CF-GP) 35.72 -
(March 31, 2022: 1,52,008.935 units, March 31, 2021: Nil)
ABSL Money Manager Fund Units 7.51 -
(March 31, 2022: 2,53,319.96 units, March 31, 2021: Nil)
ABSL Savings Fund Units 8.18 -
(March 31, 2022: 1,85,839.79 units, March 31, 2021: Nil)
Axis Money Market Fund Units 8.03 -
(March 31, 2022: 70,008.14 units, March 31, 2021: Nil)
DSP Saving Fund - Regular Plan Growth 15.03 -
(March 31, 2022: 35,11,989.369 units, March 31, 2021: Nil)
DSP Liquidity Fund - Regular Plan Growth 12.00 -
(March 31, 2022: 39,768.674 units, March 31, 2021: Nil)
DSP Floater Fund - Regular - Growth Plan - 22.00
(March 31, 2022: Nil, March 31, 2021: 2,18,85,315.269 units)
HDFC Money Market Fund - Regular Growth Plan 41.17 -
(March 31, 2022: 89,682.608 units, March 31, 2021: Nil)
HDFC Liquid Fund - Regular Growth Plan 37.61 -
(March 31, 2022: 90,592.704 units, March 31, 2021: Nil)
HDFC Ultra Short Term Fund - Regular - Growth Plan - 22.03
(March 31, 2022: Nil, March 31, 2021: 1,85,94,443.411 units)
ICICI Prudential Money Market - Fund Growth 15.34 -
(March 31, 2022: 5,04,139.019 units, March 31, 2021: Nil)
IDFC Cash Fund Units 1.52 -
(March 31, 2022: 5,940.95 units, March 31, 2021: Nil)
Invesco Liquid Fund Units 5.02 -
(March 31, 2022: 17,266.16 units, March 31, 2021: Nil)
305
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
` in Crore
As at As at
March 31, 2022 March 31, 2021
Kotak Liquid Fund Regular Plan Growth 35.14 -
(March 31, 2022: 82,127.437 units, March 31, 2021: Nil)
Kotak Equity Arbitrage Fund Growth Regular Plan 3.07 -
(March 31, 2022: 10,16,322.965 units March 31, 2021: Nil)
L & T Liquid Fund - Regular Growth 20.05 -
(March 31, 2022: 69,130.529 units, March 31, 2021: Nil)
Mirae Asset Cash Management Fund - Regular Plan 31.17 -
(March 31, 2022: 1,40,625.465 units, March 31, 2021: Nil)
SBI Liquid Fund Regular Growth 55.02 -
(March 31, 2022: 1,66,171.185 units, March 31, 2021: Nil)
UTI Overnight Fund - Regular Plan 2.03 -
(March 31, 2022: 7,030.267 units, March 31, 2021: Nil)
UTI Liquid Cash Plan - Regular Plan 15.71 -
(March 31, 2022: 45,350.426 units, March 31, 2021: Nil)
UTI Arbitrage Fund 3.22 -
(March 31,2022: 9,298.017 units, March 31, 2021: Nil)
UTI Money Market Fund Units 7.95 -
(March 31, 2022: 32,223.80 units, March 31, 2021: Nil)
Total 608.14 344.31
Aggregate book value of quoted investments 608.14 344.31
Aggregate market value of quoted investments 608.14 344.31
NOTE: 14
CURRENT FINANCIAL ASSETS - LOANS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Loans and advances to employees
Secured, considered good - -
Unsecured, considered good 7.14 6.54
Loans receivables, which have significant increase in credit risk - -
Credit impaired - -
Total 7.14 6.54
NOTE: 15
CURRENT FINANCIAL ASSETS - SECURITY DEPOSITS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Security deposits
Unsecured, considered good 118.96 100.90
Unsecured, considered doubtful 9.20 8.04
Provision for doubtful deposits (9.20) (8.04)
Total 118.96 100.90
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 16
TRADE RECEIVABLES
` in Crore
As at As at
March 31, 2022 March 31, 2021
Trade receivables from others 781.32 634.30
Less: Loss Allowances (24.89) (26.33)
Total 756.43 607.97
307
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
* The Group has recognised allowance of ` 22.02 Crore (March 31, 2021: ` 26.33 Crore) on trade receivables,
which were assessed for credit risk on individual basis.
No trade or other receivables is due from directors or other officers of the Group either severally
or jointly with any other person.
For terms and conditions relating to related party receivables, refer Note - 48.
Trade receivables are generally non-interest bearing and on terms of 30 to 180 days.
Based on the risk profiling for each category of customer, the Group has not evaluated credit
risk where the risk is mitigated by collateral. The Group has therefore evaluated credit risk for
departmental, depletion, e-commerce b2b, e-commerce b2c, export and trade customers. The
Group follows the simplified approach method for computing the expected credit loss. The risk
are categorised into high, low and moderate category basis internal and external parameters. Any
customer related specific information has been factored over and above the probability of default
(PD). Provision matrix takes into account historical credit loss experience adjusted for forward-looking
estimates and macro-economic factors. The expected credit loss allowance is based on the ageing of
the days the receivables are due and the rates as given in the provision matrix. The provision matrix
at the end of the reporting period is as follows:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 17
CASH AND CASH EQUIVALENTS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Balances with banks
Current accounts 36.75 91.97
Deposit accounts (original maturity less than 3 months) 50.44 124.43
Balances with credit card companies 11.19 4.12
Balances with e-wallet companies 1.91 1.21
Cash on hand 13.67 14.48
Cheques/ drafts on hand 4.26 9.92
Total 118.22 246.13
The Group has undrawn committed borrowing facility available to the extent of ` 3,546.00 Crore as at
March 31, 2022 (March 31, 2021: ` 3,714.28 Crore).
309
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Details of non-cash transactions from investing activities and Changes in liabilities arising from financing
activities:
As at March 31, 2022
` in Crore
Non-cash changes
As at Adjust- Pursuant Cash flows Fair value Others As at
March 31, ments to business (net) adjust- March 31,
2021 combinations ments 2022
Investing activities
Non-current investments 73.59 - - - 0.66 1.64 75.89
Current investments 344.31 - - 243.60 2.80 17.43 608.14
Total 417.90 - - 243.60 3.46 19.07 684.03
Financing activities
Non-current borrowings 814.37 - - (36.40) - - 777.97
Current borrowings (including current 322.01 - - 132.35 - - 454.36
maturities of non-current borrowings)
Lease liabilities 2,463.40 - - (560.87) - 965.56 2,868.09
Total 3,599.78 - - (464.92) - 965.56 4,100.42
Financing activities
Non-current borrowings 856.93 - 2.58 (45.14) - - 814.37
Current borrowings (including current 1,926.10 - 5.50 (1,609.59) - - 322.01
maturities of non-current borrowings)
Lease liabilities 2,501.80 - 31.99 (377.45) - 307.06 2,463.40
Total 5,284.83 - 40.07 (2,032.18) - 307.06 3,599.78
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 18
BANK BALANCE OTHER THAN CASH AND CASH EQUIVALENTS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Earmarked deposits
Current accounts 0.11 0.11
Bank deposits (with original maturity of more than 3 months and 2.20 15.51
having remaining maturity of less than 12 months)*#
Total 2.31 15.62
* Bank balance other than cash and cash equivalents are held as margin money under lien to banks for assuring
guarantees.
# Bank deposits amounting to ` Nil (March 31, 2021 ` 13.37 Crore) of Sabyasachi Calcutta LLP (a subsidiary of
the Company) are held as margin money under lien to banks for assuring guarantees and against term loan/
working capital facilities.
NOTE: 19
CURRENT FINANCIAL ASSETS - OTHERS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Interest accrued on deposits 0.17 0.03
Other receivables 43.39 15.63
Total 43.56 15.66
NOTE: 20
OTHER CURRENT ASSETS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Capital advances 0.12 -
Prepayments 57.93 20.82
Advance to suppliers 142.33 110.36
Export incentives 1.14 3.08
Balances with government authorities (other than income tax) 332.70 247.35
Government grant receivables 1.24 1.11
Insurance claim receivables 0.84 0.07
Right to return assets 206.26 195.51
Other receivables 7.61 17.70
Total 750.17 596.00
311
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 21
EQUITY SHARE CAPITAL
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
313
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
(vi) Aggregate number of shares issued for consideration other than cash during the period of
five years immediately preceding the reporting year
On effectiveness of the Composite Scheme of Arrangement amongst the Company, erstwhile
Aditya Birla Nuvo Limited (“ABNL”), Madura Garments Lifestyle Retail Company Limited
(“MGLRCL”) and their respective Shareholders and Creditors under Section 391 to 394 of the
Companies Act, 1956, the Company had issued 67,98,19,778 Equity Shares to the Shareholders
of ABNL and MGLRCL (“said Shares”). Out of the said Shares, 67,60,37,600 Equity Shares were
allotted to the Shareholders of ABNL and MGLRCL on January 27, 2016. However, pursuant to
Clause 21 of the Composite Scheme, allotment of 37,82,178 Equity Shares to 3,475 Non-Resident
Shareholders, including 4 Overseas Corporate Bodies (“OCBs”) of ABNL (“NRE Shareholders”) was
kept pending until receipt of applicable regulatory approvals. Thereafter, from time to time, the
Company has allotted 20,71,265 Equity Shares to 1,407 NRE Shareholders, who held accounts
in India on Non-repatriation basis and provided such valid details.
In view of the amended provisions of the “Foreign Exchange Management (Transfer or Issue of
Security by a Person Resident Outside India) Regulations, 2017” and the authority granted by
the Board of Directors (on February 04, 2019), 16,94,060 Equity Shares were allotted to 2,064
NRE Shareholders of ABNL (excluding OCBs) on March 19, 2019. Post this allotment, out of the
said Shares, 16,853 Equity Shares held by 4 OCBs shall remain pending for allotment until the
receipt of Regulatory approvals.
Summary of Shares allotted pursuant to the Composite Scheme, as at the end of five years
immediately preceding the reporting year:
As at As at As at As at As at
March 31, March 31, March 31, March 31, March 31,
2022 2021 2020 2019 2018
No.of shares No.of shares No.of shares No.of shares No.of shares
Equity shares allotted as fully paid- 72,61,19,443 72,61,19,443 72,61,19,443 72,61,19,443 72,44,25,383
up pursuant to demerger contracts
for consideration other than cash
(vii) Shares reserved for issue under Employee Stock Option Plan
For details of shares reserved for issue under the Employee Stock Option Plan (ESOP) of the
Group, refer Note - 44.
315
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 22
OTHER EQUITY
` in Crore
As at As at
March 31, 2022 March 31, 2021
Share suspense account (Refer Note - 21(vi))
As at the beginning of the year 0.02 0.02
Allotted to Non Resident shareholders during the year - - -
Nil equity shares (March 31, 2021: Nil)
As at the end of the year 0.02 0.02
Retained earnings
As at the beginning of the year (1,117.43) (444.92)
Loss for the year (108.72) (672.51)
Difference between Put option liability and NCI relating (46.94) -
to Sabyasachi Calcutta LLP [Refer Note - 2.3(XIII)]
Acquisition of NCI share 2.65 -
Others 5.05 -
As at the end of the year (1,265.39) (1,117.43)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
` in Crore
As at As at
March 31, 2022 March 31, 2021
Capital reserve
As at the beginning of the year 21.88 21.69
Changes during the year [due to forfeiture of Rights (0.14) 0.19
equity shares (Refer Note - 21(iii))]
As at the end of the year 21.74 21.88
Non-controlling interest
As at the beginning of the year 32.48 19.90
Pursuant to business combinations (Refer Note - 47) - 450.14
Non-controlling interest relating to Sabyasachi 374.21 -
Calcutta LLP recognised on April 01, 2021
Difference between Put option liability and NCI relating 46.94 -
to Sabyasachi Calcutta LLP [Refer Note - 2.3(XIII)]
Non-controlling interest relating to Sabyasachi Calcutta (421.15) -
LLP derecognised on March 31, 2022 (Refer Note - 24)
Acquisition of NCI share (2.65) -
Profit/ (Loss) during the year (9.58) (63.35)
Others (5.05) -
Non-controlling Interest put option (Refer Note - 24) - (374.21)
As at the end of the year (B) 15.20 32.48
Total other equity (A+B) 1,850.23 1,761.22
317
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Other equity
` in Crore
As at As at
March 31, 2022 March 31, 2021
Share suspense account (Refer Note - 21(vi)) 0.02 0.02
Reserves and surplus
Securities premium 3,118.18 2,879.58
Retained earnings (1,265.39) (1,117.43)
Share options outstanding account 60.06 47.63
Treasury shares (Refer Note - 44) (103.09) (104.46)
Capital reserve 21.74 21.88
Other comprehensive income
Remeasurement gains/ (losses) on defined benefit plans 1.11 (0.28)
Fair value gains/ (losses) on equity instruments 2.34 1.84
Foreign currency translation reserve 0.06 (0.04)
Other equity attributable to owners of the Company 1,835.03 1,728.74
Non-controlling interest 15.20 32.48
The description of the nature and purpose of each reserve within other equity is as follows:
1. Share suspense account (Refer Note - 21(vi))
As per the Scheme of Arrangement, the Non-Resident shareholders of ABNL, holding shares
on repatriation basis, are allotted shares upon receiving necessary regulatory approval(s). The
amount lying in share suspense account pertains to shares not allotted on account of pending
requisite approvals.
2. Securities premium
Securities premium is used to record the premium on issue of shares, and is utilised in accordance
with the provisions of the Companies Act, 2013.
3. Retained earnings
Retained earnings comprise of the Group’s accumulated undistributed profits/ (losses) after
taxes.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
6. Capital reserve
Capital reserve pertains to the reserve created out of the difference between the share capital
issued and the net assets taken over at the time of Scheme of Arrangement and forfeiture of
Rights shares.
7. Remeasurement gains/ (losses) on defined benefit plans
The cumulative balances of gains/ (losses) arising on remeasurements of defined benefit plan
is accumulated and recognised within this component of other comprehensive income. Items
included in remeasurement gains/ (losses) reserve will not be reclassified subsequently to
Consolidated Statement of Profit and Loss.
8. Fair value gains/ (losses) on equity instruments
It represents the cumulative gains/(losses) arising on the fair valuation of equity shares (other
than investments in subsidiaries, which are carried at cost) measured at fair value through other
comprehensive income. This fair value gains/ (losses) will not be reclassified subsequently to
Consolidated Statement of Profit and Loss.
9. Foreign currency translation reserve
The translation reserve comprise foreign currency exchange differences arising from the
translation of the financial statements of foreign operations. This gains/ (losses) will be reclassified
subsequently to Consolidated Statement of Profit and Loss.
NOTE: 23
NON-CURRENT FINANCIAL LIABILITIES - BORROWINGS
` in Crore
Effective Maturity As at As at
interest rate March 31, 2022 March 31, 2021
% p.a.
Redeemable non-convertible debentures
Redeemable non-convertible debentures - 8.71% November 11, 2022 - 434.18
Series 6 Zero coupon (Unsecured)*
Redeemable non-convertible debentures - 8.75% May 22, 2023 324.61 325.00
Series 7 Zero coupon (Unsecured)*
Redeemable non-convertible debentures - 5.89% September 09, 2024 399.46 -
Series 8 Zero coupon (Unsecured)*
Term loans from banks
Term loan from HDFC Bank (TUF) 1 year MCLR + 0.25% March 15, 2025 6.67 10.00
(Secured)1
Term loan from Standard Chartered Bank Repo rate + 4.00% ** March 31, 2034 0.79 1.35
(Secured)3
Term loan from Axis Bank (Secured)4 1 Year MCLR + 1.25% September 30, 2024 5.57 8.36
Term loan from Yes Bank (Secured)5 EBLR + 0.95% August 09, 2024 - 2.20
Term loan-FCTL (Secured)6 Reference Rate+1.90% March 31, 2023 14.21 -
Vehicle loans from banks
Vehicle loan from Yes Bank (Secured)8 8.14% April 02, 2025 - 0.37
Term loan from others
Other borrowings (Unsecured)9 8.00% - 14.37% March 14, 2025 - 26.15 32.40
February 15, 2027
Preference shares
Cumulative redeemable preference shares10 8.00% March 29, 2024 0.50 0.50
Cumulative redeemable preference shares11 6.00% October 12, 2024 0.01 0.01
Total 777.97 814.37
*Net off unamortised charges
** The rate of interest for previous year ended March 31,2020 was MCLR+0.50%. The same has been revised to Repo rate+4.00% w.e.f.
January 11, 2021 onwards.
319
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The Group has not defaulted on any loans payable, and there has been no breach of any covenant
attached to the borrowings.
The Group has used the borrowings from banks and financial institutions for the specific purpose
for which it was taken.
The Group has registered all the charges with Registrar of Companies within the statutory period.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
4. Term loan is secured by way of first charge created by hypothecation of movable property, plant
and equipment and current assets of Finesse International Design Private Limited (a subsidiary of
the Company) excluding vehicles both present and future. The loan is repayable in 12 structured
quarterly instalments commencing from December 2021, i.e., after the moratorium period of
12 months.
5. Term Loan is secured by the exclusive charge on fixed deposit amounting to ` 1.50 Crore of
Sabyasachi Calcutta LLP (a subsidiary of the Company). The loan is repayable in quarterly
instalments commencing from May 2020 i.e after the moratorium period of 6 months.
6 Foreign Currency Term Loan (FCTL in US Dollars) from a Bank taken by the Subsidiary of the
Company (M/s Sabyasachi Inc.) is secured by an irrevocable Standby Letter of Credit backed by
its Parent entity (Sabyasachi Calcutta LLP) and charge over all moveable and immovable Property,
plant and equipment of the Subsidiary. The loan is repayable in 16 equal quarterly instalments
starting from March 31, 2023.
7 Vehicle loan is secured by way of first charge created by hypothecation of vehicles of Finesse
International Design Private Limited (a subsidiary of the Company). The loan is repayable in 84
equal monthly instalments commencing from December 2014.
8 Vehicle loan is secured by hypothecation of specific vehicles of Sabyasachi Calcutta LLP
(a subsidiary of the Company). The loan is repayable in 84 equated monthly instalments
commencing from May 2018.
9 Loan amounting to ` 29.87 Crore is repayable in 20 equal quarterly instalments commencing from
March 2020 and loan amounting to ` 6.35 Crore is repayable in 48-60 equal monthly instalment
commencing on various dates through January 16, 2021 to February 15, 2022.
321
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
resolution dated April 11, 2019 approved the variation in terms of the preference shares to the
extent of extending the redemption dates by a period of 5 years i.e. upto October 12, 2024. In
the event of liquidation of the Company, before redemption of preference shares, the holders of
preference shares will have priority over the holders of equity shares in the payment of dividend
and repayment of capital.
TUF - Technology Upgradation Fund.
NOTE: 24
NON-CURRENT FINANCIAL LIABILITIES- OTHERS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Interest accrued but not due on borrowings - 52.90
Non-controlling interest put option* 421.15 374.21
Others 0.77 -
Total 421.92 427.11
*During the previous year, the Company acquired 51% stake in Sabyasachi Calcutta LLP by entering into an
agreement on February 24, 2021. Under the terms of the Agreement, the Company has provided a Put Option
to Mr. Sabyasachi Mukherjee to sell his entire holding of 49% to the Company over a period of fourteen years
starting from the end of five years from the aforesaid date and thereafter in three tranches, should an initial
public offer of the organisation (after conversion to a company) does not take place. In respect of the balance
49% held by promoter of Sabyasachi Calcutta LLP, the Company has accounted the same as non-current financial
liability considering the put option. This qualifies as a liability under Ind AS since the Company does not have
an unconditional right to not purchase the interest as per the terms of the Agreement. The Non-Controlling
Interest has been recorded at the present value of the expected future cash outflows based on an independent
valuation performed by the Company’s appointed independent valuer.
NOTE: 25
NON-CURRENT PROVISIONS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Employee benefit obligation
Provision for compensated absence 1.77 -
Provision for gratuity (Refer Note - 43) 32.98 27.12
Stock Appreciation Rights (SAR) 0.18 -
Provision for pending litigations (Refer Note - 46) 66.75 68.72
Total 101.68 95.84
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 26
OTHER NON-CURRENT LIABILITIES
` in Crore
As at As at
March 31, 2022 March 31, 2021
Deferred income 11.73 11.44
Total 11.73 11.44
NOTE: 27
CURRENT FINANCIAL LIABILITIES - BORROWINGS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Loans repayable on demand from banks
Cash credit/ Working capital demand loan (Secured) 1.88 4.00
Current maturities of long-term borrowings (Refer Note - 23) 452.48 318.01
Total current borrowings 454.36 322.01
Aggregate secured borrowings 9.60 9.57
Aggregate unsecured borrowings 444.76 312.44
Details of security
Current borrowings are secured by way of first pari passu charge on the current assets and second
pari passu charge on the movable and immovable assets of the respective entities of the Group.
NOTE: 28
TRADE PAYABLES
` in Crore
As at As at
March 31, 2022 March 31, 2021
Total outstanding dues of micro enterprises and small enterprises 87.44 26.89
(Refer details below)
Total outstanding dues of creditors other than micro enterprises and 3,323.12 2,125.53
small enterprises*
Total 3,410.56 2,152.42
* Includes payable to related parties, for terms and conditions with related parties (Refer Note - 48).
Details of dues to Micro and Small Enterprises as defined under MSMED Act, 2006
` in Crore
As at As at
March 31, 2022 March 31, 2021
a. The principal amount and the interest due thereon remaining unpaid
to any supplier as at the end of each accounting year:
Principal amount due to Micro and Small Enterprises* 97.22 27.61
Interest due on the above 0.39 0.01
b. The amount of interest paid by the buyer in terms of Section 16 of - -
the Micro, Small and Medium Enterprises Development Act, 2006,
along with the amount of the payment made to the supplier beyond
the appointed day during each accounting year;
323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Details of dues to Micro and Small Enterprises as defined under MSMED Act, 2006
` in Crore
As at As at
March 31, 2022 March 31, 2021
c. The amount of interest due and payable for the period of delay in 1.43 0.88
making payment (which have been paid but beyond the appointed
day during the year) but without adding the interest specified under
Micro, Small and Medium Enterprises Development Act, 2006;
d. The amount of interest accrued and remaining unpaid at the end of 6.90 5.08
each accounting year; and
e. The amount of further interest remaining due and payable even - -
in the succeeding years, until such date when the interest dues as
above are actually paid to the small enterprise for the purpose of
disallowance of a deductible expenditure under Section 23 of the
Micro, Small and Medium Enterprises Development Act, 2006.
* Includes amount due to Creditors for capital supplies/ services amounting to ` 9.78 Crore as at March 31,
2022 (March 31, 2021 : ` 0.72 Crore).
The above disclosures are provided by the Group based on the information available with the Group in respect
of the registration status of its vendors.
Particulars Outstanding as on March 31,2021 (for following periods from due date of payment)
Not due Less than 1-2 years 2-3 years More than Total
(including 1 year 3 years
unbilled)
(i) MSME 23.44 3.42 0.03 - - 26.89
(ii) Others 1,566.60 433.42 38.93 17.13 67.59 2,123.67
(iii) Disputed dues – MSME - - - - - -
(iv) Disputed dues – Others - 0.59 0.10 0.15 1.02 1.86
NOTE: 29
CURRENT FINANCIAL LIABILITIES - OTHERS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Interest accrued but not due on borrowings 133.41 99.86
Interest accrued and due on borrowings 0.01 -
Creditors for capital supplies/ services 59.10 12.42
Book overdraft - 1.57
Derivative contracts 3.20 3.29
Employee Payable 139.50 98.52
Others 1.68 4.04
Total 336.90 219.70
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 30
CURRENT PROVISIONS
` in Crore
As at As at
March 31, 2022 March 31, 2021
Employee benefit obligation
Provision for compensated absences 90.89 85.68
Provision for gratuity (Refer Note - 43) 1.01 0.92
Stock Appreciation Rights (SAR) 7.03 0.27
Provision for contingency* 2.39 5.11
Total 101.32 91.98
*Provision for contingency of Sabyasachi Calcutta LLP (a subsidiary of the Company) is created towards
differential rate for embroidery charges claimed by Job workers towards job work of earlier years. The claims
are under process of settlement.
NOTE: 31
OTHER CURRENT LIABILITIES
` in Crore
As at As at
March 31, 2022 March 31, 2021
Advances received from customers 84.66 64.29
Deferred revenue* 16.43 10.22
Other advances received 1.67 1.76
Statutory dues (other than income tax) 64.66 37.49
Refund liabilities 370.88 362.32
Deferred income - 0.04
Total 538.30 476.12
* Deferred revenue
` in Crore
As at As at
March 31, 2022 March 31, 2021
As at the beginning of the year 10.22 16.53
Deferred during the year 25.40 30.08
Released to the Consolidated Statement of Profit and Loss (19.19) (36.39)
As at the end of the year 16.43 10.22
The deferred revenue relates to the accrual and release of customer loyalty points, according to the
loyalty programme of respective businesses. As at March 31, 2022, the estimated liability towards
unredeemed points amounts to ` 16.43 Crore (March 31, 2021: ` 10.22 Crore).
325
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 32
REVENUE FROM OPERATIONS
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Revenue from sale of products
Sale of products 8,064.53 5,174.14
Revenue from redemption of loyalty points (Refer Note - 31) 19.19 36.39
Total revenue from sale of products 8,083.72 5,210.53
Revenue from rendering of services 9.34 2.27
Other operating income
Scrap sales 9.87 10.01
Export incentives 9.16 6.77
Licence fees and royalties 4.65 1.46
Space on hire 1.43 0.56
Commission income 17.78 17.32
Others 0.27 -
Total 8,136.22 5,248.92
(c) Reconciliation of revenue as recognised in the Consolidated Statement of Profit and Loss
with the contracted price:
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Revenue as per contracted price 9,420.78 6,123.02
Less:
Sales return 671.56 495.93
Discount 596.57 367.95
Loyalty points 16.43 10.22
Revenue as per the Consolidated Statement of Profit and Loss 8,136.22 5,248.92
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
(e) Disclosure of disaggregated revenue recognised in the Consolidated Statement of Profit and
Loss based on geographical segment:
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Revenue from customers outside India 197.61 113.59
Revenue from customers within India 7,938.61 5,135.33
Revenue as per the Consolidated Statement of Profit and Loss 8,136.22 5,248.92
NOTE: 33
OTHER INCOME
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Interest income 9.38 2.42
Net gain on sale of current investments 20.23 3.29
Fair value gain on financial instruments at FVTPL 33.44 31.50
Gain on retirement of right-of-use assets (Refer Note - 4a & 45a) 14.85 21.74
Miscellaneous income 22.65 14.45
Total 100.55 73.40
327
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 34
COST OF MATERIALS CONSUMED
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
(a) Materials consumed
Inventories at the beginning of the year 196.02 188.14
Add: Purchases 978.67 423.69
1,174.69 611.83
Inventories taken over pursuant to business combinations
Raw materials - 5.44
Less: Inventories at the end of the year 307.51 196.02
Total 867.18 421.25
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 35
EMPLOYEE BENEFITS EXPENSE
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Salaries, wages and bonus 1,011.77 758.30
Contribution to provident and other funds (Refer Note - 43) 58.56 51.25
Share-based payment to employees (Refer Note - 44) 29.13 11.70
Gratuity expense (Refer Note - 43) 17.81 15.39
Staff welfare expenses 41.26 28.75
Total 1,158.53 865.39
NOTE: 36
FINANCE COSTS
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Interest expense on borrowings 133.59 267.84
Interest expense on lease liabilities (Refer Note - 4b & 45a) 214.27 224.91
Other borrowing costs 0.54 7.63
Fair value impact on financial instruments at FVTPL 2.31 2.22
Total 350.71 502.60
NOTE: 37
DEPRECIATION AND AMORTISATION EXPENSE
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Depreciation on property, plant and equipment (Refer Note - 3a) 213.32 208.79
Depreciation on right-of-use assets (Refer Note - 4a & 45a) 762.55 732.40
Amortisation on intangible assets (Refer Note - 5) 21.16 21.56
Total 997.03 962.75
329
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 38
OTHER EXPENSES
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Consumption of stores and spares 5.04 3.74
Power and fuel 11.55 8.15
Electricity charges 99.49 76.42
Repairs and maintenance
Buildings 0.31 0.52
Plant and machinery 11.17 9.78
Others 179.06 148.36
Insurance 11.27 11.22
Rates and taxes 15.37 20.05
Processing charges 98.44 51.79
Commission to selling agents 140.30 108.39
Brokerage and discounts 1.32 0.66
Advertisement and sales promotion 292.98 120.07
Transportation and handling charges 148.37 86.57
Royalty expenses 18.58 15.93
Legal and professional expenses 114.95 125.36
Bad debts written off 1.22 1.89
Allowances for bad and doubtful debts 2.01 6.29
Provision for bad and doubtful deposits and advances 5.16 7.93
Printing and stationery 14.82 10.37
Travelling and conveyance 58.37 28.51
Communication expenses 4.68 5.84
Loss on sale/ discard of property, plant and equipment - 0.72
Bank and credit card charges 38.52 27.48
Payment to auditors (Refer details below) 2.40 2.06
Donation 0.01 0.05
Postage expenses 4.88 -
Foreign exchange loss (net) 9.16 8.85
Information technology expenses 138.71 79.13
Outsourcing, housekeeping and security expenses 294.03 258.74
Corporate Social Responsibility (CSR) expenses (Refer Note - 42) 2.94 2.00
Directors’ fees 0.63 0.68
Miscellaneous expenses 38.64 27.60
Total 1,764.38 1,255.15
Payment to auditors*:
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
For audit fees (including Limited Review fees) 1.72 1.53
For tax audit fees 0.24 0.18
For other services** 0.34 0.22
For reimbursement of expenses 0.10 0.13
Total 2.40 2.06
* Includes fees of subsidiaries to other auditors.
**Above excludes fees of ` Nil (March 31, 2021 : ` 0.45 Crore) paid to auditors of the Company for certification
services for Rights Issue, which is considered as part of share issue expenses.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 39
INCOME TAX EXPENSE
The major components of income tax (income)/ expense are:
Consolidated Statement of Profit and Loss:
Profit or loss section
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Current income tax
Current income tax charge* 20.89 40.12
(A) 20.89 40.12
Deferred tax
Relating to origination and reversal of temporary differences (47.46) (141.66)
(B) (47.46) (141.66)
Total (A+B) (26.57) (101.54)
OCI section
Deferred tax related to items recognised in OCI during the year
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Net (gains)/ losses on re-measurement of defined benefit plans (0.35) (0.73)
Net (gains)/ losses on fair value of equity instruments (0.16) 0.13
Total (0.51) (0.60)
Reconciliation of tax (income)/ expense and the accounting profit/ (loss) multiplied by India’s domestic tax rate
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Accounting Loss before income tax (144.93) (837.54)
Tax expense/ (income) at India’s statutory income tax rate of 25.17% (36.48) (210.81)
(March 31, 2021: 25.17%)
Expenses not allowed under the Income tax Act:
- Corporate Social Responsibility 0.74 0.54
- Expenses disallowed for tax purposes 1.06 1.17
- Others 2.24 0.03
- Impact of differential higher income tax rate applicable to a subsidiary 5.87 (1.00)
- One time impact of amendment in Section 32 of the Income-tax - 68.84
Act, 1961 (Refer Note - 41c)
- Tax on Capital gains under Section 45(4) of the Income-tax Act, 1961 - 39.69
Income tax expenses/ (income) as per Statement of Profit and Loss (26.57) (101.54)
Account
*Current Tax for the year ended March 31, 2021, included a one-time tax of ` 39.69 Crore on deemed capital
gains on reconstitution of Sabyasachi Calcutta LLP (“the LLP”) relating to existing partners arising from the
induction of the Company as a partner in the LLP. This was entirely attributable to the Non-Controlling interest
in LLP and not to the Company.
331
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE: 40
EARNINGS PER SHARE (EPS)
Basic EPS amounts are calculated by dividing the profit/(loss) for the year attributable to equity holders
of the Company by the weighted average number of equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit/(loss) attributable to equity holders of the
Company by the weighted average number of equity shares outstanding during the year plus the
weighted average number of equity shares that would be issued on conversion of all the dilutive
potential equity shares into equity shares.
The following reflects the profit/(loss) and equity share data used in the basic and diluted EPS
computations:
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Loss for calculation of EPS (A) (108.72) (672.51)
Weighted average number of equity shares for calculation of (B) 924,931,614 816,700,886
Basic EPS
Basic EPS (` ) (A/B) (1.18) (8.23)
Weighted average number of equity shares outstanding 924,931,614 816,700,886
Weighted average number of potential equity shares* 8,024,183 28,796,459
Weighted average number of equity shares for calculation of 924,931,614 816,700,886
Diluted EPS
Diluted EPS (` ) (C) (1.18) (8.23)
Nominal value of shares (` ) 10.00 10.00
Treasury shares are adjusted in computing the weighted average number of equity shares outstanding
during the year in calculation of EPS.
Basic and diluted earnings per share for the year ended March 31, 2021, have been restated for the
bonus element in respect of Rights issue made during the year ended March 31, 2022.
*Stock options granted to the employees under various ESOP schemes are considered to be potential
equity shares. The same is considered in the determination of diluted earnings per share to the
extent that they are not anti-dilutive. The stock options are not included in the determination of
basic earnings per share. The details relating to stock options are given in Note - 44.
NOTE - 41
SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the Group’s financial statements requires the management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities,
the accompanying disclosures and the disclosure of contingent liabilities. Uncertainty about these
assumptions and estimates could result in outcomes that require a material adjustment to the
carrying amount of assets or liabilities affected in future periods. Estimates and assumptions are
reviewed on periodic basis. Revisions to accounting estimates are recognised in the period in which
the estimates are revised.
The key assumptions concerning the future and other key sources of estimation, that have a significant
risk of causing a material adjustment to the carrying amounts of assets and liabilities, within the
next financial year, are described below. The Group’s assumptions and estimates are based on
parameters available at the time of preparation of financial statements. Existing circumstances
and assumptions about future developments, however, may change due to market changes or
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
circumstances arising that are beyond the control of the Group. Such changes are reflected in the
assumptions when they occur.
(c) Taxes
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that
taxable profit will be available against which the losses can be utilised. Significant management
judgement is required to determine the amount of deferred tax assets that can be recognised,
based upon the likely timing and the level of future taxable profits.
As at March 31, 2022, the Group has ` 1,955.10 Crore (March 31, 2021: ` 1,894.70 Crore) of
tax losses carried forward as per income tax records of the Group. These losses pertain to
unabsorbed business loss as at March 31, 2022 of ` 647.25 Crore (March 31, 2021:` 641.59 Crore)
which has an expiry of eight years and unabsorbed depreciation loss as at March 31, 2022 of
` 1,307.85 Crore (March 31, 2021: ` 1,253.11 Crore) which do not have any expiry period. Further
details on taxes are disclosed in Notes - 10 and 39.
During the previous year, the Finance Act, 2021 had amended Section 32 of the Income Tax
Act, 1961, whereby effective from April 1, 2020, goodwill of a business was not considered
as a depreciable asset and depreciation on goodwill not allowed as deductible expenditure.
Consequent to such amendment, in accordance with the requirements of Ind AS 12 - Income
Taxes, the Company recognised a one-time net deferred tax expense amounting to ` 68.84 Crore
representing net deferred tax liability (‘DTL’) arising from difference between the carrying value
of goodwill as per books of account and as per updated tax written down value of NIL resulting
from the aforementioned amendment.
333
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
In view of the amendments introduced by the Finance Act, 2021 to the Income Tax Act, 1961
and considering the opinion received by the Company from a senior legal counsel, as at March
31, 2021, the Company recorded deferred tax asset of ` 243.11 Crore on the carry forward
unabsorbed depreciation pertaining to goodwill relating to earlier years. The Company also
recorded a deferred tax liability on the carrying value of goodwill as at March 31, 2021 considering
no future deduction is available pursuant to the said amendment.
The reversal of the aforesaid DTL and cash outflow on this account is deemed unlikely as the
value of associated goodwill is expected to be recovered through value in use.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
(i) Leases
The Group determines the lease term as the non-cancellable term of the lease, together with
any periods covered by an option to extend the lease if it is reasonably certain to be exercised,
or any periods covered by an option to terminate the lease, if it is reasonably certain not to be
exercised.
The Group has several lease contracts that include extension and termination options. The Group
applies judgement in evaluating whether it is reasonably certain to exercise the option to renew
or terminate the lease. It considers all relevant factors that create an economic incentive for it to
exercise either the renewal or termination. After the commencement date, the Group reassesses
the lease term if there is a significant event or change in circumstances that is within its control
and affects its ability to exercise or not to exercise the option to renew or to terminate.
The Group has considered the impact of COVID-19 as evident so far in the consolidated financial
statements and will also continue to closely monitor any material changes to future economic
conditions which necessitate any further modifications.
The amendments to Ind AS 116 provides a practical expedient to lessees in accounting for rent
concessions that are a direct consequence of the COVID-19 pandemic.
Many lessors have provided rent concessions to lessees as a result of the Covid-19 pandemic.
Rent concessions can include rent holidays or rent reductions for a period of time. Applying
the requirements in Ind AS 116 for changes to lease payments, particularly assessing whether
the rent concessions are lease modifications and applying the required accounting, could be
practically difficult in the current environment. The objective of the amendment is to provide
lessees that have been granted Covid-19 related rent concessions with practical relief, while still
providing useful information about leases to users of the financial statements.
As a practical expedient, a lessee may elect not to assess whether a COVID-19 related rent
concession from a lessor is a lease modification. A lessee that makes this election accounts for
any change in lease payments resulting from the COVID-19 related rent concession the same way
it would account for the change under Ind AS 116, if the change were not a lease modification.
The practical expedient applies only to rent concessions occurring as a direct consequence of
the COVID-19 pandemic and only if all of the following conditions are met:
335
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
(i) The change in lease payments results in revised consideration for the lease that is
substantially the same as, or less than, the consideration for the lease immediately preceding
the change.
(ii) any reduction in lease payments affect only payments originally due on or before June 30,
2022.
(iii) There is no substantive change to other terms and conditions of the lease.
The Ministry of Corporate Affairs vide notification dated July 24, 2020, issued an amendment to
Ind AS 116 - Leases, by inserting a practical expedient w.r.t. “Covid-19- Related Rent Concessions”
effective from the period beginning on or after April 01, 2020 and vide notification dated June
18, 2021, extended practical expedient upto June 30, 2022.
The Group has accounted the unconditional rent concessions of ` 219.18 Crore (March 31,
2021: ` 343.72 Crore) during the year ended March 31, 2022. The same has been accounted as
a reduction of rent expenses in the Consolidated Statement of Profit and Loss.
` in Crore
In Cash Yet to be paid Total
in Cash
March 31, 2022:
i) Construction/ acquisition of any asset - - -
ii) On purposes other than (i) above 2.94 - 2.94
March 31, 2021:
i) Construction/ acquisition of any asset - - -
ii) On purposes other than (i) above 2.00 - 2.00
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE - 43
GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS
The Group operates gratuity plan through a Trust wherein certain employees are entitled to the
benefit equivalent to fifteen days salary last drawn for each completed year of service as per the
Payment of Gratuity Act, 1972. In case of some employees, the Group’s scheme is more favourable as
compared to the obligation under Payment of Gratuity Act, 1972. The same is payable on termination
of service or retirement, whichever is earlier. The benefit vests after five years of continuous service.
A part of the gratuity plan is funded and another part is unfunded and managed within the Group,
hence the liability has been bifurcated into funded and unfunded.
The Group contributes to the Fund based on the actuarial valuation report. The Group has contributed
to the Insurer Managed Fund (managed by Life Insurance Corporation of India), details of which is
available in the table of Investment pattern of plan assets. Based on which, the Group is not exposed
to any market risk.
The following tables summarise the components of net benefit expense recognised
in the Consolidated Statement of Profit and Loss and Consolidated Balance Sheet for the
respective plans:
Unfunded defined benefit plan
Net benefit expense recognised through the Consolidated Statement of Profit and Loss
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Current service cost 5.86 4.59
Interest cost on defined benefit obligation 1.98 1.62
Total 7.84 6.21
337
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Changes in the present value of the Defined Benefit Obligations (DBO) are as follows:
` in Crore
As at As at
March 31, 2022 March 31, 2021
Opening defined benefit obligation 31.05 24.07
Addition pursuant to business combinations - 4.04
Current service cost 5.86 4.59
Interest cost on defined benefit obligation 1.98 1.62
Actuarial (gain)/ loss on account of:
Changes in demographic assumptions (0.19) (0.05)
Changes in financial assumptions (1.30) 0.74
Experience adjustments 2.02 (2.04)
Actuarial (gain)/ loss recognised in OCI 0.53 (1.35)
Benefits paid (3.05) (2.23)
Liabilities assumed/ (settled)* 0.47 0.31
Closing defined benefit obligation 36.84 31.05
*On account of inter-company transfer.
Changes in the defined benefit obligation and fair value of plan assets are as follows:
(i) Changes in the present value of the Defined Benefit Obligations (DBO):
` in Crore
As at As at
March 31, 2022 March 31, 2021
Opening defined benefit obligation 71.38 64.46
Current service cost 10.16 9.08
Interest cost on defined benefit obligation 4.57 4.26
Actuarial (gain)/ loss on account of:
Changes in financial assumptions (3.22) 1.20
Experience adjustments 1.16 (2.44)
Actuarial (gain)/ loss recognised in OCI (2.06) (1.24)
Benefits paid (7.14) (4.94)
Liabilities assumed/ (settled)* (0.21) (0.24)
Closing defined benefit obligation 76.70 71.38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Gratuity is funded through investments with an insurance service provider, i.e. Life Insurance
Corporation of India (LIC). The plan assets under the scheme are administered by LIC. The investments
are primarily in low risk assets.
The principal assumptions used in determining gratuity (funded and unfunded) defined benefit
obligations for the Group are shown below:
As at As at
March 31, 2022 March 31, 2021
Discount rate
Funded plan 6.90% 6.40%
Unfunded plan 6.30% to 7.50% 5.65% to 6.55%
Salary escalation rate
Funded plan
Management 8.00% 8.00%
Staff 7.00% 7.00%
Workers 5.00% 5.00%
Unfunded plan
Stores 5.00% to 9.00% 5.00% to 9.00%
HO and Zones 5.00% to 9.00% 5.00% to 9.00%
The estimates of future salary increase, considered in actuarial valuation, takes into account 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 yield prevailing as on
that date, applicable to the period over which the obligation is expected to be settled.
339
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The above sensitivity analysis have been determined based on a method that extrapolates the impact
on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the
end of the reporting period.
There has been no change from the previous year in the method and assumptions used in preparing
the sensitivity analysis.
The maturity profile of the defined benefit obligation are as follows:
` in Crore
March 31, 2022 March 31, 2021
Within the next 12 months (next annual reporting period) 11.39 10.81
Between 2 and 5 years 44.82 39.99
Between 6 and 10 years 50.57 42.12
Beyond 10 years 125.77 104.40
Total 232.55 197.32
The Group is expected to contribute ` 8.19 Crore to the gratuity fund during the year ended
March 31, 2023.
The average duration of the defined benefit plan obligation at the end of the reporting period is
7 to 15 years (March 31, 2021: 4 to 16 years).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
In respect of the Honourable Supreme Court ruling in February 2019 relating to computation
of salaries for Provident Fund contribution, there is uncertainty and ambiguity in retrospective
application and accordingly the Group will evaluate its position as clarity emerges.
The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and
post-employment benefits received Presidential assent in September 2020. The Code has been
published in the Gazette of India. However, the date on which the Code will come into effect has
not been notified. The Group will assess the impact of the Code when it comes into effect and will
record any related impact after the Code becomes effective.
NOTE - 44
SHARE-BASED PAYMENT
The expense recognised for employee services received during the year is shown in the following table:
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Expense arising from equity-settled share-based payment 27.72 11.67
transactions
Expense arising from cash-settled share-based payment transactions 1.41 0.03
Total 29.13 11.70
341
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Tranche 1 Tranche 3
Options RSUs RSUs
Grant date October 25, 2013 October 25, 2013 May 11, 2016
Grant/ exercise price (` per share) 102.10 10.00 10.00
Market price on the date of granting of Options/ BSE - 104.10 BSE - 104.10 BSE - 152.10
RSUs (` per share) NSE - 103.55 NSE - 103.55 NSE - 152.10
Method of settlement Equity Equity Equity
There are no Options/RSUs unvested/excersiable under Tranche 2 as on March 31, 2022 and
March 31, 2021.
Note:
RSUs – Tranche 3 were granted to employees of Madura Fashion & Lifestyle division of the
Company, who were grantees of RSUs of Aditya Birla Nuvo Limited (“ABNL”) and had become
employees of the Company pursuant to the effectiveness of the Composite Scheme of
Arrangement between the Company, ABNL, Madura Garments Lifestyle Retail Company Limited
and their respective shareholders and creditors under Section 391 to 394 of the Companies Act,
1956. Accordingly, as per the terms and conditions of the grant, these RSUs vested as per the
original vesting schedule of ABNL RSUs, i.e., on December 7, 2016.
ii) Movement of Options and RSUs granted
The following table illustrates the number and weighted average exercise prices of, and
movements in, Options and RSUs during the year:
Tranche 3
Outstanding at the beginning of the N.A. N.A. - -
financial year
Granted during the financial year N.A. N.A. - -
Exercised during the financial year N.A. N.A. - -
Lapsed during the financial year N.A. N.A. - -
Outstanding at the end of the financial year N.A. N.A. - -
Unvested at the end of the financial year N.A. N.A. - -
Exercisable at the end of the financial year N.A. N.A. - -
* The weighted average share price at the date of exercise of these Options was ` 271.98.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Further, the following table illustrates the number and weighted average exercise prices of
and movements in Options and RSUs during the previous year:
As at March 31, 2021
No. of Weighted average No. of Weighted average
Options exercise price RSUs exercise price
(` per share) (` per share)
Tranche 1
Outstanding at the beginning of the 12,129 102.10 - -
financial year
Granted during the financial year - - - -
Exercised during the financial year - - - -
Lapsed during the financial year - - - -
Outstanding at the end of the financial year 12,129 102.10 - -
Unvested at the end of the financial year - - - -
Exercisable at the end of the financial year 12,129 102.10 - -
Tranche 3
Outstanding at the beginning of the N.A. N.A. 37,840 10.00
financial year
Granted during the financial year N.A. N.A. - -
Exercised during the financial year* N.A. N.A. (37,840) 10.00
Lapsed during the financial year N.A. N.A. - -
Outstanding at the end of the financial year N.A. N.A. - -
Unvested at the end of the financial year N.A. N.A. - -
Exercisable at the end of the financial year N.A. N.A. - -
* The weighted average share price at the date of exercise of these Options was ` 141.21.
The weighted average remaining contractual life for the Options outstanding as at March 31,
2022, is 1 years (March 31, 2021: 2 years) and for RSUs outstanding as at March 31, 2022, is Nil
(March 31, 2021: Nil).
iii) The following table lists the inputs to the model used for the Options and RSUs as on grant
date:
Options RSUs
Tranche 1 Tranche 1 Tranche 3
Expected dividend yield (%) Nil Nil Nil
Expected volatility (%) 45.93 45.93 37.41
Risk-free interest rate (%) 8.58 8.58 7.37
Weighted average fair value per Option/ RSU (` ) 52.96 95.90 142.63
Model used Black-Scholes Black-Scholes Black-Scholes
model model model
II. Aditya Birla Fashion and Retail Limited Employee Stock Option Scheme 2017
During the year ended March 31, 2018, i.e. on July 25, 2017, the Nomination and Remuneration
Committee of the Board of Directors of the Company (“NRC”) and the Board of Directors (“Board”)
approved the introduction of another Employee Stock Option Scheme, viz. Aditya Birla Fashion
343
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
and Retail Limited Employee Stock Option Scheme 2017 (“Scheme 2017”) for issue of Stock
Options in the form of Options (“Options”) and/or Restricted Stock Units (“RSUs”) to the identified
employees of the Company and of its holding and subsidiary companies, subject to the approval
of the Shareholders of the Company. Shareholders of the Company, vide a resolution passed
at the Tenth Annual General Meeting of the Company, held on August 23, 2017, approved the
introduction of the Scheme 2017 and authorised the Board/ NRC to finalise and implement the
Scheme 2017.
Accordingly, under the said Scheme 2017, vide its resolution dated September 8, 2017, the
Committee commenced granting of options.
i) Details of the grants under Scheme 2017
Options RSUs
Tranche 1 Tranche 2 Tranche 3 Tranche 4 Tranche 1 Tranche 2 Tranche 3 Tranche 4
No. of Options/ RSUs 37,38,254 14,406 2,88,122 90,039 13,04,558 14,568 1,17,144 30,349
Method of accounting Fair value Fair value Fair value Fair value Fair value Fair value Fair value Fair value
Vesting plan Graded Graded Graded Graded Bullet Bullet Bullet Bullet
vesting - 25% vesting - 25% vesting - 25% vesting - 25% vesting at vesting at vesting at vesting at
every year every year every year every year the end of the end of 3rd the end of the end of
3rd year year 3rd year 3rd year
Exercise period 5 years from 5 years from 5 years from 5 years from 5 years from 5 years from 5 years from 5 years from
the date of the date of the date of the date of the date of the date of the date of the date of
vesting vesting vesting vesting vesting vesting vesting vesting
Grant date September 08, October 27, February 02, April 18, September 08, October 27, February 02, April 18,
2017 2017 2018 2018 2017 2017 2018 2018
Grant/ exercise price 178.30 148.10 163.60 150.80 10.00 10.00 10.00 10.00
(` per share)
Market price on the date of BSE - 176.40 BSE - 147.95 BSE - 156.35 BSE - 147.70 BSE - 176.40 BSE - 147.95 BSE - 156.35 BSE - 147.70
granting of Options/ RSUs NSE - 176.50 NSE - 148.70 NSE - 156.55 NSE - 147.10 NSE - 176.50 NSE - 148.70 NSE - 156.55 NSE - 147.10
(` per share)
Method of settlement Equity Equity Equity Equity Equity Equity Equity Equity
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Tranche 3
Outstanding at the beginning of the 1,62,069 163.60 72,838 10.00
financial year
Granted during the financial year - - - -
Exercised during the financial year^ (90,038) 163.60 (60,698) 10.00
Lapsed during the financial year - - - -
Outstanding at the end of the financial year 72,031 163.60 12,140 10.00
Unvested at the end of the financial year - - - -
Exercisable at the end of the financial year 72,031 163.60 12,140 10.00
Tranche 4
Outstanding at the beginning of the 67,529 150.80 30,349 10.00
financial year
Granted during the financial year - - - -
Exercised during the financial year^ - - - -
Lapsed during the financial year - - - -
Outstanding at the end of the financial year 67,529 150.80 30,349 10.00
Unvested at the end of the financial year 22,509 150.80 - -
Exercisable at the end of the financial year 45,020 150.80 30,349 10.00
^The weighted average share price at the date of exercise of these Options and RSUs was ` 255.86.
Further, the following table illustrates the number and weighted average exercise prices of and movements in
Options and RSUs during the previous year:
As at March 31, 2021
No. of Weighted average No. of Weighted average
Options exercise price RSUs exercise price
(` per share) (` per share)
Tranche 1
Outstanding at the beginning of the financial year 25,26,110 178.30 9,84,226 10.00
Granted during the financial year - - - -
Exercised during the financial year^^ - - (4,57,317) 10.00
Lapsed during the financial year (8,84,265) 178.30 (14,028) 10.00
Outstanding at the end of the financial year 16,41,845 178.30 5,12,881 10.00
Unvested at the end of the financial year 5,63,689 178.30 - -
Exercisable at the end of the financial year 1,078,156 178.30 512,881 10.00
345
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Tranche 3
Outstanding at the beginning of the financial year 216,092 163.60 72,838 10.00
Granted during the financial year - - - -
Exercised during the financial year - - - -
Lapsed during the financial year (54,023) 163.60 - -
Outstanding at the end of the financial year 162,069 163.60 72,838 10.00
Unvested at the end of the financial year 54,022 163.30 - -
Exercisable at the end of the financial year 108,047 163.30 72,838 10.00
Tranche 4
Outstanding at the beginning of the financial year 90,039 150.80 30,349 10.00
Granted during the financial year - - - -
Exercised during the financial year - - - -
Lapsed during the financial year (22,510) 150.80 - -
Outstanding at the end of the financial year 67,529 150.80 30,349 10.00
Unvested at the end of the financial year 45,019 150.80 30,349 10.00
Exercisable at the end of the financial year 22,510 150.80 - -
^^The weighted average share price at the date of exercise of these RSUs was ` 151.45.
The weighted average remaining contractual life for the share Options outstanding as at March 31, 2022, is 3 years
(March 31, 2021: 4 years) and for RSUs outstanding as at March 31, 2022, is 4 years (March 31, 2021: 4 years).
iii) The following table lists the inputs to the model used for the Options and RSUs as on grant
date:
Options RSUs
Tranche 1 Tranche 2 Tranche 3 Tranche 4 Tranche 1 Tranche 2 Tranche 3 Tranche 4
Expected dividend yield (%) Nil Nil Nil Nil Nil Nil Nil Nil
Expected volatility (%) 36.57 36.28 35.32 35.28 36.57 36.28 35.32 35.28
Risk-free interest rate (%) 6.70 6.75 7.43 7.43 6.77 6.98 7.54 7.54
Weighted average fair 77.04 63.85 71.56 65.93 171.41 141.29 156.99 144.20
value per Option/RSU (` )
Model used Black-Scholes Black-Scholes Black-Scholes Black-Scholes Black-Scholes Black-Scholes Black-Scholes Black-Scholes
model model model model model model model model
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
III. Aditya Birla Fashion and Retail Limited Employee Stock Option Scheme 2019
During the year ended March 31, 2020, on July 26, 2019, the Nomination and Remuneration
Committee and the Board of Directors (“Board”), approved introduction of Employee Stock
Option Scheme, viz. Aditya Birla Fashion and Retail Limited Employee Stock Option Scheme 2019
(“Scheme 2019”) through trust route, for issue of Stock Options in the form of Options (“Options”)
and/or Restricted Stock Units (“RSUs”) to the identified employees of the Company and of its
holding and subsidiary companies. Based on the loan granted by the Company, the Trust held
47,10,457 equity shares as at March 31, 2021. During the year ended March 31, 2022, the Trust
purchased additional 2,23,128 equity shares to back the grants made under the Scheme 2019.
As on March 31, 2022, the Trust holds 46,54,072 equity shares. 2,79,513 equity shares were
exercised during the year.
Accordingly, under the said Scheme 2019, vide its resolution dated December 2, 2019, the
Committee commenced granting of options.
i) Details of the grants under Scheme 2019
Options RSUs
Tranche 1 Tranche 2 Tranche 3 Tranche 1 Tranche 2
No. of Options/ RSUs 33,42,876 1,16,360 14,17,684 11,18,385 32,161
Method of accounting Fair value Fair value Fair value Fair value Fair value
Vesting plan Graded vesting - Graded vesting - Graded vesting - Bullet vesting at Bullet vesting at
25% every year 25% every year 25% every year the end of 3rd year the end of 3rd year
Exercise period 5 years from the 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 date of vesting
Grant date December 02, December 28, January 21, 2021 December 02, December 28,
2019 2020 2019 2020
Grant/ exercise price 225.25 164.10 173.55 10.00 10.00
(` per share)
Market price on the date of BSE - 226.90 BSE - 163.85 BSE - 173.05 BSE - 226.90 BSE - 163.85
granting of Options/ RSUs NSE - 226.65 NSE - 163.80 NSE - 173.85 NSE - 226.65 NSE - 163.80
(` per share)
Method of settlement Equity Equity Equity Equity Equity
347
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Tranche 3
Outstanding at the beginning of the 14,08,593 173.55 - -
financial year
Granted during the financial year - - - -
Exercised during the financial year^ (1,83,195) 173.55 - -
Lapsed during the financial year (1,02,300) 173.55 - -
Outstanding at the end of the financial year 11,23,098 173.55 - -
Unvested at the end of the financial year - - - -
Exercisable at the end of the financial year 11,23,098 173.55 - -
^The weighted average share price at the date of exercise of these Options and RSUs was ` 283.16.
Further, the following table illustrates the number and weighted average exercise prices of and
movements in Options and RSUs during the previous year:
As at March 31, 2021
No. of Weighted average No. of Weighted average
Options exercise price RSUs exercise price
(` per share) (` per share)
Tranche 1
Outstanding at the beginning of the 33,28,332 225.25 11,08,335 10.00
financial year
Granted during the financial year - - - -
Exercised during the financial year - - - -
Lapsed during the financial year (8,75,718) 225.25 (37,185) 10.00
Outstanding at the end of the financial year 24,52,614 225.25 10,71,150 10.00
Unvested at the end of the financial year 24,52,614 225.25 10,71,150 10.00
Exercisable at the end of the financial year - - - -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Tranche 3
Outstanding at the beginning of the - - - -
financial year
Granted during the financial year 14,17,684 173.55 - -
Exercised during the financial year - - - -
Lapsed during the financial year (9,091) 173.55 - -
Outstanding at the end of the financial year 14,08,593 173.55 - -
Unvested at the end of the financial year 14,08,593 173.55 - -
Exercisable at the end of the financial year - - - -
The weighted average remaining contractual life for the share Options outstanding as at March
31, 2022 is 5 years (March 31, 2021: 6 years) and for RSUs outstanding as at March 31, 2022 is
6 years (March 31, 2021: 7 years).
iii) The following table lists the inputs to the model used for the Options and RSUs as on grant
date:
Options RSUs
Tranche 1 Tranche 2 Tranche 3 Tranche 1 Tranche 2
Expected dividend yield (%) Nil Nil Nil Nil Nil
Expected volatility (%) 32.88 36.16 36.02 32.88 36.16
Risk-free interest rate (%) 6.66 5.62 5.62 6.76 6.19
Weighted average fair value per Option/RSU (` ) 112.00 84.39 76.78 216.18 158.10
Model used Binomial Binomial Binomial Binomial Binomial
model model model model mode
349
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
of the Company, at their respective meetings had approved the “Aditya Birla Fashion and Retail
Limited Stock Appreciation Rights Scheme 2019” (“SARs Scheme 2019”), to grant SARs in the
form of “Option SARs” and “RSU SARs”, from time to time, to the eligible employees (as defined
in the SARs Scheme 2019).
i) The details of the Plan are as below:
SARs
Option SARs
Tranche 1 Tranche 2 Tranche 3 Tranche 4
No. of SARs 61,226 17,92,686 Nil 2,04,546
Method of accounting Fair value Fair value NA Fair value
Vesting plan May 16, August 18, NA Graded
2019 and 2024 vesting -
September 33.33% every
08, 2019 year
Exercise period 3 years from 3 years from NA 3 years from
the date of the date of the date of
vesting vesting vesting
Grant date May 15, August 18, NA November
2019 2021 03, 2021
Grant/ exercise price (` per share) 178.30 206.35 NA 288.10
Market price on the date of granting of BSE - 192.45 BSE - 205.80 NA BSE - 285.10
SARs (` per share) NSE - 192.80 NSE - 205.90 NSE - 285.15
Method of settlement Cash Cash NA Cash
SARs
RSU SARs
Tranche 1 Tranche 2 Tranche 3 Tranche 4
No. of SARs 6,880 6,38,700 1,005 56,533
Method of accounting Fair value Fair value Fair value Fair value
Vesting plan September August 18, December November
08, 2020 2024 02, 2022 03, 2024
Exercise period 3 years from 3 years from 3 years from 3 years from
the date of the date of the date of the date of
vesting vesting vesting vesting
Grant date May 15, August 18, August 18, November
2019 2021 2021 03, 2021
Grant/ exercise price (` per share) 10.00 10.00 10.00 10.00
Market price on the date of granting of BSE - 192.45 BSE - 205.80 BSE - 205.80 BSE - 285.10
SARs (` per share) NSE - 192.80 NSE - 205.90 NSE - 205.90 NSE - 285.15
Method of settlement Cash Cash Cash Cash
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
RSU SARs
Outstanding at the beginning of the 6,880 10.00 6,880 10.00
financial year
Granted during the financial year - - - -
Exercised during the financial year^ (2,024) 10.00 - -
Lapsed during the financial year - - - -
Outstanding at the end of the financial year 4,856 10.00 6,880 10.00
Unvested at the end of the financial year - - - -
Exercisable at the end of the financial year 4,856 10.00 6,880 10.00
Tranche 2
Option SARs
Outstanding at the beginning of the - - - -
financial year
Granted during the financial year 17,92,686 206.35 - -
Exercised during the financial year - - - -
Lapsed during the financial year (75,447) 206.35 - -
Outstanding at the end of the financial year 17,17,239 206.35 - -
Unvested at the end of the financial year 17,17,239 206.35 - -
Exercisable at the end of the financial year - - - -
RSU SARs
Outstanding at the beginning of the - - - -
financial year
Granted during the financial year 6,38,700 10.00 - -
Exercised during the financial year - - - -
Lapsed during the financial year (28,393) 10.00 - -
Outstanding at the end of the financial year 6,10,307 10.00 - -
Unvested at the end of the financial year 6,10,307 10.00 - -
Exercisable at the end of the financial year - - - -
351
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Tranche 3
RSU SARs
Outstanding at the beginning of the - - - -
financial year
Granted during the financial year 1,005 10.00 - -
Exercised during the financial year - - - -
Lapsed during the financial year - - - -
Outstanding at the end of the financial year 1,005 10.00 - -
Unvested at the end of the financial year 1,005 10.00 - -
Exercisable at the end of the financial year - - - -
Tranche 4
Option SARs
Outstanding at the beginning of the - - - -
financial year
Granted during the financial year 2,04,546 288.10 - -
Exercised during the financial year - - - -
Lapsed during the financial year - - - -
Outstanding at the end of the financial year 2,04,546 288.10 - -
Unvested at the end of the financial year 2,04,546 288.10 - -
Exercisable at the end of the financial year - -
RSU SARs
Outstanding at the beginning of the - - - -
financial year
Granted during the financial year 56,533 10.00 - -
Exercised during the financial year - - - -
Lapsed during the financial year - - - -
Outstanding at the end of the financial year 56,533 10.00 - -
Unvested at the end of the financial year 56,533 10.00 - -
Exercisable at the end of the financial year - - - -
^The weighted average share price at the date of exercise of these Options and RSUs was ` 281.87.
The weighted average remaining contractual life for SARs options outstanding as at March 31,
2022 is 4 years (March 31, 2021 : 2 years) and for RSUs outstanding as at March 31, 2022, is 6
years (March 31, 2021: 2 years).
iii) The following table lists the inputs to the model used for SARs as on grant date:
Option SARs
Tranche 1 Tranche 2 Tranche 3 Tranche 4
Expected dividend yield (%) Nil Nil Nil Nil
Expected volatility (%) 32.53 36.00 NA 36.71
Risk-free interest rate (%) 5.88 5.74 NA 5.78
Weighted average fair value per SAR (` ) 27.42 72.15 NA 94.85
Model used Binomial Binomial NA Binomial
model model model
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
RSU SARs
Tranche 1 Tranche 2 Tranche 3 Tranche 4
Expected dividend yield (%) Nil Nil Nil Nil
Expected volatility (%) 31.74 36.46 36.46 36.90
Risk-free interest rate (%) 6.24 6.16 6.16 6.08
Weighted average fair value per SAR (` ) 144.94 172.79 172.79 204.55
Model used Binomial Binomial Binomial Binomial
model model model model
The expected life of the Share Options, RSUs and SARs is based on historical data and current
expectations, and is not necessarily indicative of exercise patterns that may occur. The expected
volatility reflects the assumption that the historical volatility over a period similar to the life of
the Share Options, RSUs and SARs is indicative of future trends, which may not necessarily be
the actual outcome.
NOTE - 45
COMMITMENTS AND CONTINGENCIES
a) Leases
Lease commitments as lessee
The Group has entered into agreements for taking on lease certain residential/ office/ store
premises, warehouses, property, plant and equipment on lease and licence basis. The lease
term is for periods ranging from 3 to 21 years, with escalation clauses in the lease agreements.
Consistent with Industry practice, the Group has contracts which have fixed rentals or variable
rentals based on a percentage of sales in the stores, or a combination of both.
Expenses/ Income recognised in the Consolidated Statement of Profit and Loss
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Other income
Gain on retirement of right-of-use assets 14.85 21.74
Rent
Expense relating to short-term leases 47.26 18.32
Expense relating to leases of low value assets 1.35 1.81
Variable rent* 563.79 332.20
Rent concession (219.18) (343.72)
Finance cost
Interest expense on lease liabilities 214.27 224.91
Depreciation and amortisation expenses
Depreciation on right-of-use assets 762.55 732.40
Other expenses
Processing charges 20.99 15.52
Sublease payments received (not shown separately in the 0.80 0.84
Consolidated Statement of Profit and Loss)
* The variable rent varies basis percentage of Net Sales Value (NSV) at the lease premises.
353
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The initial non-cancellable period of the lease agreement is upto 3 years, beyond which there is
an option for the lessee to continue the lease, which the Group expects to continue for a period
of 2 to 3 years after the initial non-cancellable period, accordingly 5 – 6 years has been considered
as non-cancellable for the purpose of the above disclosure. Post such period, the Group has the
option to exit the lease by giving a notice period and the Group assesses its intention to continue
considering location and other economic factors associated with the lease arrangement.
Total cash outflow for leases for the year ended March 31, 2022 is ` 1,316.13 Crore
(March 31, 2021 is ` 904.28 Crore).
The Group entered into a sale and leaseback transaction in respect of certain assets such as
furniture and fixtures, office equipment etc., in line with its capital expenditure strategy. The
assets were sold at fair values with no gains/ losses. Sale proceeds of ` Nil (March 31, 2021 :
` 28.65 Crore) were realised upon sale of such assets. The lease arrangement is for a
period of 4-5 years. The same has been recorded as a right-of-use assets with corresponding
lease liabilities.
Future Cash Outflows to which the Group is potentially exposed and not reflected in
measurement of lease liabilities
` in Crore
Particulars March 31, 2022 March 31, 2021
Increase/ (decrease) in sales Increase Decrease Increase Decrease
by 5% by 5% by 5% by 5%
Rent 28.19 (28.19) 16.61 (16.61)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
b) Capital commitments
` in Crore
As at As at
March 31, 2022 March 31, 2021
Estimated amount of contracts remaining to be executed on capital 98.76 21.19
account and not provided for (net of advances)
Customs duty on capital goods and raw materials imported under 0.03 0.07
advance licensing/ EPCG scheme, against which export obligation
is to be fulfilled
Total 98.79 21.26
c) Other commitments
Refer Note 47 for commitments towards investment in Goodview Fashion Private Limited.
NOTE - 46
CONTINGENT LIABILITIES NOT PROVIDED FOR
` in Crore
As at As at
March 31, 2022 March 31, 2021
Claims against the Group not acknowledged as debts
Commercial taxes 45.17 27.04
Excise duty 0.50 0.50
Customs duty 0.03 2.54
Bank Guarantees 37.43 2.41
Textile committee cess 0.75 0.75
Others* 17.15 16.29
Total 101.03 49.53
* Pertains to claims made by third parties, pending settlement which are considered not tenable.
The Group’s pending litigations comprise of claims against the Group primarily for excise duty,
comprising various cases demanding duty on reversal of CENVAT credit on sale of capital goods
and for commercial taxes, comprising various cases in respect of short fall of Forms F, H, I and C,
disallowance of input credit, etc.
The Group has reviewed all its pending litigations and proceedings, and has adequately provided
for where provisions are required and disclosed the contingent liabilities in its financial statements
where financial outflow is not probable. The Group does not expect the outcome of these proceedings
to have a materially adverse effect on its financial statements. In respect of litigations, where the
management’s assessment of a financial outflow is probable, the Group has a provision of ` 66.75
Crore as at March 31, 2022 (March 31, 2021: ` 68.72 Crore) (Refer Note-25).
Bank Guarantee is given by Sabyasachi Calcutta LLP (a subsidiary of the Company) to foreign bank
in respect of standby letter of credit (SBLC ) facility of USD 50,00,000 (March 31, 2021: USD 3,00,000)
to be availed by M/s Sabyasachi Inc. (a wholly owned subsidiary of Sabyasachi Calcutta LLP).
Finesse International Design Private Limited (a subsidiary of the Company) received assessment orders
under Section 153A related to block assessment in Income Tax for the assessment years 2013-14 to
2018-19, the demand of which is ` 2.16 Crore. During the year, the Company has received a favourable
355
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
order for the assessment years 2013-14 to 2016-17 and the Company has filed further appeal for
the assessment years 2017-18 to 2018-19 against the tax demand of ` 1.02 crore and is confident
that the outcome is unlikely to result in a claim against the Company. Further, the Company has
recourse to indemnification provided by the promoters of the Company vide the Share Subscription
and Purchase Agreement executed with the Company.
The Group has a process whereby periodically all long-term contracts are assessed for material
foreseeable losses. At the year end, the Group did not have any long-term contracts including
derivative contracts for which there were any material foreseeable losses.
NOTE - 47a
BUSINESS COMBINATIONS/ INVESTMENTS
Acquisitions during the year ended March 31, 2021
(i) Acquisition of 51% stake in Sabyasachi Calcutta LLP
On January 27, 2021, the Board of Directors had approved the acquisition of 51% stake in
Sabyasachi Calcutta LLP [formerly M/s. Sabyasachi Couture, a partnership firm (“Sabyasachi”
or “the LLP”)] by entering into a Framework Agreement. On February 24, 2021, post completion
of the customary closing conditions under the Framework Agreement, the Company concluded
the acquisition. Considering the terms of the Framework Agreement, the LLP is considered
as a subsidiary of the Company.On February 24, 2021, the partners of the LLP signed the LLP
Agreement stipulating the capital of the partners and other terms and conditions in line with the
aforesaid Framework Agreement as amended by the LLP Agreement and Framework Agreement
on May 27, 2021.
Fair value recognised on acquisition
` in Crore ` in Crore
Assets taken over
Property, plant and equipment 25.27
Capital work-in-progress 1.46
Right-of-use assets 29.54
Investment Property 1.92
Other intangible assets (Brand) 606.50
Inventories 91.32
Security deposits 3.03
Trade receivables 1.80
Cash and cash equivalents 27.23
Deferred tax asset 4.93
Other assets 7.03 800.03
Liabilities taken over
Borrowings 8.08
Lease liabilities 30.79
Deferred tax liabilities (Refer below) 211.94
Trade payables 21.82
Other payables 42.91 315.54
Total identifiable net assets at fair value as at February 24, 2021 (A) 484.49
Agreed capital contribution as on February 24, 2021 (B) 710.63
Goodwill recognised (B- A) (Refer below) 226.14
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
In accordance with the purchase price allocation conducted by the Company during the previous
year ended March 31, 2021, the Company recorded all the identifiable assets and liabilities
including the ‘Sabyasachi’ brand. As per the LLP Agreement, the agreed capital contribution as
on February 24, 2021 is determined to be ` 710.63 Crore leading to a goodwill of ` 14.20 Crore.
The Company invested ` 389.84 Crore in the LLP for its share of 51% and as per the LLP
Agreement, existing partners (promoters) withdrew ` 277.00 Crore, post infusion of capital by
the Company.
During February 2022, at the time of filing of the Income Tax return for the Financial year
ended March 31, 2021, management based on expert advice determined that depreciation on
the ‘Sabyasachi’ brand is not allowable as a deduction under the Income Tax Act, 1961. This
resulted in a taxable temporary difference between the carrying amount of ‘Sabyasachi’ brand
and its tax base. Ind AS 103, Business Combination, permits adjustments to the provisional
amounts recorded at the time of initial recognition of a business combination within a period
of 12 months by restating the balances for the comparative period. Accordingly, an additional
deferred tax liability amounting to ` 211.94 Crore has been recorded in respect of the aforesaid
taxable temporary difference with a corresponding adjustment to the amount of goodwill by
restating the comparative information for the prior year. Goodwill is allocated entirely to the
Madura Fashion & Lifestyle Segment. Other intangible assets primarily comprise of the Brand and
Trademarks (“Sabyasachi”) which has been determined by management to have an indefinite life.
As per Framework Agreement, the Company has provided Mr. Sabyasachi Mukherjee, Put
Option to sell his entire holding, i.e. 49% to the Company over a period of fourteen years starting
from the end of five years from the aforesaid date and thereafter in three tranches, should
an initial public offer of the organisation (after conversion to a company) does not take place.
The Company has a Call option to purchase the entire holding of Mr. Sabyasachi Mukherjee
in case the Put Option is not exercised at the end of fourteen years. In respect of the balance
49% held by promoter of Sabyasachi Calcutta LLP, the Company has accounted the same as
non-current financial liability considering the put option. This qualifies as a liability under Ind
AS since the Company does not have an unconditional right to not purchase the interest as per
the terms of the Agreement. The Non-Controlling Interest has been recorded at the present
value of the expected future cash outflows based on an independent valuation performed by
the Company’s appointed independent valuer. In accordance with Ind AS, the Group has elected
an accounting policy choice to recognise the gross liability with a corresponding derecognition
of non-controlling interest balance in its consolidated financial statements. Further, the Group
has made an accounting policy choice to present any subsequent change in the fair value of
gross liability in other equity.
(ii) Investment in 80% equity stake in Indivinity Clothing Retail Private Limited
On February 24, 2021, the Board of Directors approved the investment of ` 63.00 Crore in 80%
equity stake in Indivinity Clothing Retail Private Limited [“ICRPL”] by way of entering into ‘Share
Subscription and Shareholders Agreement’ [“SSSA”]. On March 26, 2021, post completion of the
customary closing conditions under the said SSSA, ICRPL became a subsidiary of the Company.
The balance 20% equity is held by the promoter. ICRPL was incorporated on March 03, 2021 to
carry-on the business of manufacture, and sale of apparel, jewellery and accessories.
357
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE - 47b
INTEREST IN JOINT VENTURE
On February 24, 2021, the Board of Directors approved the acquisition of 33.50% stake in Goodview
Fashion Private Limited [formerly known as Goodview Properties Private Limited] [“GFPL”], by way
of entering into a ‘Share Purchase and Subscription agreement’ [“SPSA”] along with a ‘Shareholders
Agreement’. On March 19, 2021, post completion of the customary closing conditions under the said
SPSA, the Company concluded the acquisition. Considering the terms of the SPSA and Shareholders’
Agreement, the investment in GFPL is considered as a Joint Venture.
Below is the joint venture of the Group which have been accounted as per equity method of
accounting. Summarised financial information of the joint venture, based on its Ind AS financial
statements, and reconciliation with the carrying amount of the investment in consolidated financial
statements are set out below:
(A) Goodview Fashion Private Limited [formerly known as Goodview Properties Private Limited]
- Proportion of ownership interest 33.50%
(a) Summarised Balance Sheet ` in Crore
Particulars Acquisition Date
Current assets, including cash and cash equivalents 24.89
Non-current assets 122.02
Current liabilities, including tax payable (27.54)
Non-current liabilities, including deferred tax liabilities (18.33)
Net Assets 101.04
Group Share in % 33.50%
Group Share before Call option 33.85
Purchase consideration paid by the Company 67.18
Less: Fair value of Call option (Tranche 2) (4.28)
Net Purchase consideration paid by the Company towards acquistion of equity 62.90
stake in business
Goodwill 29.05
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The contingent liabilities of joint venture as at March 31, 2022 is Nil (March 31, 2021 : Nil) and capital
commitments as at March 31, 2022 is amounting to ` 0.01 Crore (March 31, 2021 : ` 0.02 Crore)
On or after the expiry of 3 years from the Closing Date and till the expiry of 5 years from the Closing
Date, the Company has right but not an obligation, to acquire all or such number of Promoter securities
from the Promoter of Goodview Fashion Private Limited so as to increase the shareholding to 51%.
This is referred to as the Tranche 2 call option. Tranche 2 call option will be exercised by acquiring
the said equity shares at a value based on specific formula.
Also, the agreement stipulates a simultaneous call and put option (the Company holds the call options
and has written the put options), whereby, after the expiry of 10 years, in certain specified time
periods, the Company can acquire, if it exercises the call option it holds, and will also be required to
acquire, if Promoter exercises the put options the Company has written, all or such number of equity
shares so as to increase its shareholding to 100%. These call and put options are to be exercised by
acquiring/selling the said equity shares at fair value. Accordingly, the fair value of the option is Nil.
NOTE - 48
RELATED PARTY TRANSACTIONS
Names of related parties and related party relationship with whom transactions have taken place:
Name of related parties
Joint Venture
Goodview Fashion Private Limited - with effect from March 19, 2021
359
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Balances outstanding
` in Crore
As at March 31, 2022 As at March 31, 2021
KMP and Other related KMP and Other related
Relative of parties Relative of KMP parties
KMP
Amounts owed to related parties - 4.82 - 19.26
Deposits receivable - 5.64 - 5.64
The above amounts are classified as security deposit receivable and trade payables (Refer Notes - 8
and 28 respectively).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Disclosure as per Regulation 34 (3) and 53 (f) read with Part A of Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015:
Disclosure of transactions with the entity belonging to the promoter/ promoter group holding
10% or more shareholding in the Company
Transactions during the financial year
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Grasim Industries Limited
Reimbursement of expenses recovered from 1.95 1.53
Purchase of goods 22.87 0.84
Balances outstanding
` in Crore
As at As at
March 31, 2022 March 31, 2021
Grasim Industries Limited
Amounts owed to entity 16.59 -
Amounts owed by entity 0.71 0.03
No amounts in respect of the related parties have been written off/ back during the year.
Terms and conditions of transactions with related parties
The sales to and purchases from related parties are made on terms equivalent to those that prevail
in arm’s length transactions. Amount owed to and by related parties are unsecured and interest free
and settlement occurs in cash. There have been no guarantees received or provided for any related
party receivables or payables. For the year ended March 31, 2022, the Group has not recorded any
impairment of receivables relating to amounts owed by related parties (March 31, 2021: ` Nil). This
assessment is undertaken each financial year through examining the financial position of the related
party and the market in which the related party operates.
Compensation of Key Managerial Personnel (KMP) of the Company
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Short-term employee benefits 22.58 6.18
Post-employment benefits 1.41 0.46
Share-based payment 9.78 3.21
Total 33.77 9.85
Year ended March 31, 2022 KMP remuneration is not comparable with previous year as current year
remuneration for whole time directors is for twelve months which was 36 days during the previous
year.
The amounts disclosed in the table are the amounts recognised as an expense during the reporting
period related to key managerial personnel.
361
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
* The above includes Options/RSU’s granted to Mr. Vishak Kumar and Ms. Sangeeta Pendurkar who have been
appointed as Whole-time Directors with effect from February 24, 2021.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE - 49
GROUP INFORMATION
The consolidated financial statements of the Group include subsidiaries and joint venture listed in
the table below:
Name of the entity Relationship Country of Principal Proportion of ownership interest
with Company incorporation Activities and voting power held by Parent
As at As at
March 31, 2022 March 31, 2021
Jaypore E-Commerce Private Subsidiary India Retailing 100.00% 100.00%
Limited
TG Apparel & Decor Private Subsidiary India Retailing 100.00% 100.00%
Limited
Jaypore Inc. (dissolved on Subsidiary USA Retailing NA NA
September 21, 2020)
Finesse International Design Subsidiary India Manufacturing 58.69% 51.00%
Private Limited and retailing
Sabyasachi Calcutta LLP Subsidiary India Manufacturing 51.00% 51.00%
and retailing
Sabyasachi Inc. Subsidiary USA Retailing 51.00% 51.00%
Indivinity Clothing Retail Subsidiary India Manufacturing 80.00% 80.00%
Private Limited and retailing
Goodview Fashion Private Joint Venture India Manufacturing 33.50% 33.50%
Limited and retailing
NOTE - 50
SEGMENT INFORMATION
Based on the “management approach”, as defined under Ind AS 108 - Operating segments, the Chief
Operating Decision Maker (CODM) evaluates the Group’s performance and allocates the resources
based on the analysis of various performance indicators by business segments. Accordingly, the
business of the Group is divided into two business segments, which are as follows:
Segments Activities
Madura Fashion & Lifestyle Manufacturing, distribution and retailing of branded fashion apparel and
accessories
Pantaloons Retailing of apparel and accessories
Jaypore, TG Apparel, Jaypore Inc., Finesse, Forever 21, Sabyasachi, Sabyasachi Inc. and Indivinity
businesses have been included in Madura Fashion & Lifestyle segment, considering all of these deal
into branded apparel and is viewed as branded business.
Prices between operating segments are on an arm’s length basis in a manner similar to transactions
with third parties.
363
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Inter-segment revenues are eliminated upon consolidation and reflected in the ‘Eliminations’ column.
All Eliminations are part of detailed reconciliations presented further below.
Corporate and eliminations
Finance income and costs are not allocated to individual segments as the underlying instruments
are managed on a Group basis.
Current taxes, deferred taxes and certain financial assets and liabilities are not allocated to these
segments as they are also managed on a Group basis.
Capital expenditure consists of additions of property, plant and equipment and intangible assets
including assets from acquisition of subsidiaries.
Reconciliation of amounts reflected in the consolidated financial statements:
Reconciliation of profit
` in Crore
Year ended Year ended
March 31, 2022 March 31, 2021
Segment profit/(loss) 203.92 (358.63)
Other unallocable (expenditure)/ income (net) 14.00 (0.48)
Finance costs (Refer Note - 36) (350.71) (502.60)
Inter-segment (loss)/ profit on sales (elimination) (14.48) 24.51
Share in loss of Joint Venture 2.34 (0.34)
Loss before tax (144.93) (837.54)
Reconciliation of assets
` in Crore
As at As at
March 31, 2022 March 31, 2021
Segment operating assets 11,359.16 9,176.28
Cash and cash equivalents 64.78 93.65
Deferred tax assets (net) (Refer Note - 10) 380.46 333.92
Non-current tax assets (net) 22.81 24.89
Investment in Joint Venture (Refer Note - 6a) 68.57 66.93
Non-current investments (Refer Note - 6b) 7.32 6.66
Current Investments (Refer Note - 13) 537.42 299.53
Other corporate assets 98.56 383.59
Inter-segment eliminations (132.52) (124.53)
Total 12,406.56 10,260.92
365
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Reconciliation of liabilities
` in Crore
As at As at
March 31, 2022 March 31, 2021
Segment operating liabilities 8,024.96 6,020.93
Current borrowings (Refer Note - 27) 1.88 4.00
Non-current borrowings (Refer Note - 23) 777.97 814.37
Current maturities of long-term borrowings (Refer Note - 27) 452.48 318.01
Interest accrued but not due on borrowings (Refer Note - 24 and 29) 133.41 152.76
Deferred tax liabilities (net) (Refer Note - 10) 211.94 212.25
Other corporate liabilities 98.99 152.15
Inter-segment eliminations (83.59) (89.82)
Total 9,618.04 7,584.65
(i) Non current assets excluding Financial Instrument, Deferred tax assets, Investment accounted
using equity method amounting to ` 6,265.33 Crore (March 31, 2021: ` 5,755.46 Crore) are held
within India and ` 21.90 Crore (March 31, 2021: ` 5.86 Crore) are held outside India.
(ii) No single customer or customer group has accounted for more than 10% of the external revenues
during the current and previous year.
NOTE - 51
FINANCIAL INSTRUMENTS: FAIR VALUE, RISK MANAGEMENT OBJECTIVES AND POLICIES
A. Accounting classification and fair values
The carrying value and fair value of financial instruments by categories as at March 31, 2022 and
March 31, 2021 are as follows:
As at March 31, 2022
` in Crore
FVTPL FVTOCI Amortised Total Fair value
cost* carrying Level 1 Level 2 Level 3
value
Financial assets
Investments (Refer Notes - 6b and 13) 608.14 7.32 - 615.46 608.14 - 7.32
Loans (Refer Notes - 7 and 14) - - 8.70 8.70 - - -
Security deposits (Refer Notes - 8 and 15) - - 442.54 442.54 - - -
Trade receivables (Refer Note - 16) - - 756.43 756.43 - - -
Cash and cash equivalents (Refer Note - 17) - - 118.22 118.22 - - -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Financial liabilities
Non-current borrowings (Refer Note - 23) - - 814.37 814.37 - - -
Current borrowings (Refer Note - 27) - - 322.01 322.01 - - -
Lease liabilities (Refer note - 4b) - - 2,463.40 2,463.40 - - -
Deposits - - 298.01 298.01 - - -
Trade payables (Refer Note - 28) - - 2,152.42 2,152.42 - - -
Other financial liabilities (Refer Notes - 24 and 29) - - 269.31 269.31 - - -
Derivative contracts (Refer Note - 29) 3.29 - - 3.29 3.29 - -
Non-controlling interest put option (Refer Note - 24) 374.21 - - 374.21 - - 374.21
Total 377.50 - 6,319.52 6,697.02 3.29 - 374.21
* Carrying value of financial instruments measured at amortised cost equals to the fair value.
367
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The carrying value of investment made in joint venture as at March 31, 2022 is ` 68.57 Crore (March
31, 2021: ` 66.93 Crore) and are measured at cost.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
a) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate
because of changes in market prices. Market risk comprises two types of risk: interest rate risk
and currency risk.
The sensitivity analyses in the following sections relate to the position as at March 31, 2022 and
March 31, 2021.
The sensitivity analyses have been prepared on the basis that the amount of net debt, the
ratio of fixed to floating interest rates of the debt, derivatives and the proportion of financial
instruments in foreign currencies are all constant.
The analyses exclude the impact of movements in market variables on the carrying values of
gratuity and other post-retirement obligations and provisions.
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective
market risks. This is based on the financial assets and financial liabilities held at March 31, 2022
and March 31, 2021.
The assumed movement in basis points for the interest rate sensitivity analysis is based on the
currently observable market environment, showing a significantly higher volatility than in the
prior years.
369
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The Group manages foreign currency risk by hedging its transactions using foreign currency
forward contracts. The foreign exchange forward contracts are not designated as cash flow
hedges, and are entered into for periods consistent with foreign currency exposure of the
underlying transactions, generally from 2 to 6 months. As at March 31, 2022, the Group has
hedged Nil (March 31, 2021: Nil) of its receivables in foreign currency and 91% (March 31, 2021:
88%) of its payables in foreign currency.
The following table provide the details of forward contracts outstanding at the Consolidated
Balance Sheet date:
As at March 31, 2022 Currency Foreign currency ` in Crore
in Crore
Forward contracts to buy(Hedge of payables) USD 4.61 349.93
The details of unhedged foreign currency exposure as at the Consolidated Balance Sheet date
are as follows:
As at March 31, 2022 Currency Foreign currency ` in Crore
in Crore
Trade payables (net of advances) USD 0.27 20.70
EURO 0.07 5.76
GBP 0.07 7.16
HKD 0.03 0.28
Trade receivables USD 0.29 22.00
EURO 0.04 3.63
HKD 0.16 1.57
GBP 0.07 7.22
Bank balances USD 0.00* 0.09
CNY 0.02 0.20
BDT 0.07 0.06
* The amount has been rounded off in Crore.
As at March 31, 2021 Currency Foreign currency ` in Crore
in Crore
Trade payables (net of advances) USD 0.20 14.62
EURO 0.02 1.89
GBP 0.06 5.65
HKD 0.62 5.79
Trade receivables USD 0.16 12.03
EURO 0.05 4.01
HKD 0.04 0.38
GBP 0.09 9.29
Bank balances USD 0.00* 0.09
CNY 0.01 0.07
BDT 0.11 0.09
* The amount has been rounded off in Crore.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
b) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument
or customer contract, leading to a financial loss. To manage this, the Group periodically assesses
financial reliability of customers and other counterparties, taking into account the financial
condition, current economic trends, and analysis of historical bad debts and ageing of financial
assets. Individual risk limits are set and periodically reviewed on the basis of such information.
Credit risk from balances with banks and financial institutions is managed by the Group’s treasury
department in accordance with the Group’s policy. Investments of surplus funds are made only
with approved counterparties and within credit limits assigned to each counterparty.
The Group only deals with parties which has good credit rating given by external rating agencies
or based on the Group’s internal assessment.
Financial assets are written off when there is no reasonable expectations of recovery, such as a
debtor failing to engage in a repayment plan with the Group. Where loans or receivables have
been written off, the Group continues to engage in enforcement activity to attempt to recover the
receivable dues where recoveries are made, these are recognised as income in the Consolidated
Statement of Profit and Loss.
The Group is exposed to credit risk from its operating activities (primarily trade receivables and
security deposits).
Trade receivables
Customer credit risk is managed by each business unit, subject to the Group’s established
policy, procedures and control relating to customer credit risk management. Credit quality of a
customer is assessed, and individual credit limits are defined in accordance with this assessment.
Outstanding customer receivables are regularly monitored. As at March 31, 2022, the Group has
16 customers (March 31, 2021: 20 customers) that owed the Group more than ` 5 Crore each
and accounts for approximately 80% (March 31, 2021: 86%) of all the receivables outstanding.
There are 177 customers (March 31, 2021: 87 customers) with balances greater than ` 0.50 Crore
each and accounts for approximately 18% (March 31, 2021: 13%) of the total amounts receivable.
An impairment analysis is performed at each reporting date on the basis of sales channel. In
addition, a large number of minor receivables are grouped into homogeneous groups and
assessed for impairment collectively. The calculation is based on losses from historical data.
The Group’s maximum exposure to credit risk for the components of the Consolidated Balance
Sheet as at March 31, 2022 and March 31, 2021, is the carrying amount as provided in Note - 16.
371
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
c) Liquidity risk
The Group monitors its risk of shortage of funds. The Group’s objective is to maintain a balance
between continuity of funding and flexibility through the use of bank overdrafts, bank loans,
debentures, preference shares and commercial papers. Approximately, 37% of the Group’s
debt will mature in less than one year as at March 31, 2022 (March 31, 2021: 28%) based on
the carrying value of borrowings reflected in the Consolidated financial statements. The Group
assessed the concentration of risk with respect to refinancing its debt and concluded it to be
low. The Group has access to various sources of funding.
The below tables summarises the maturity profile of the Group’s financial liabilities based on
contractual payments.
As at March 31, 2022
` in Crore
Less than 1 to 5 years More than Total
1 year 5 years
Borrowings (other than 631.62 817.63 - 1,449.25
preference shares)*
Cumulative redeemable - 0.51 - 0.51
preference shares
Lease liabilities 946.89 2,093.93 323.38 3,364.20
Other financial liabilities 336.90 0.77 421.15 758.82
Deposits 152.62 228.36 - 380.98
Trade payables 3,410.56 - - 3,410.56
Total 5,478.59 3,141.20 744.53 9,364.32
*Includes interest
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE - 52
CAPITAL MANAGEMENT
The Group’s objective, when managing capital is to ensure the going concern operation and to
maintain an efficient capital structure to reduce the cost of capital, support the corporate strategy and
meet shareholder’s expectations. The policy of the Group is to borrow funds through banks/ financial
institutions supported by committed borrowing facilities to meet anticipated funding requirements.
The Group manages its capital structure and makes adjustments in the light of changes in economic
conditions and the requirement of financial markets.
The capital structure is governed by policies approved by the Board of Directors, and is monitored
by various metrics. Funding requirements are reviewed periodically with any debt issuances.
The following table summarises the capital of the Group (debts excludes lease liabilities):
` in Crore
As at As at
March 31, 2022 March 31, 2021
Short-term debts (including current maturities of long-term 454.36 322.01
borrowings)
Long-term debts 777.97 814.37
Total borrowings 1,232.33 1,136.38
Total - Equity (Including Non-controlling interest) 2,788.52 2,676.27
In order to achieve this overall objective, the Group’s capital management, amongst other things, aims
to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings.
No changes were made in the objectives, policies or processes for managing capital during the year
ended March 31, 2022 and March 31, 2021.
NOTE - 53
ADDITIONAL INFORMATION REQUIRED UNDER SCHEDULE III OF THE COMPANIES ACT, 2013
Year ended March 31, 2022 and As at March 31, 2022
Name of the entity Net assets i.e. total Share in profit/ (loss) Share in other Share in total
assets minus total comprehensive income/ comprehensive income/
liabilities (loss) (OCI) (loss) (TCI)
As % of ` in Crore As % of ` in Crore As % of ` in Crore As % of TCI ` in Crore
consolidated consolidated consolidated
net assets profit/ (loss) OCI
Parent
Aditya Birla Fashion and 103.36% 2,882.14 68.18% (80.70) 130.96% 2.69 67.07% (78.01)
Retail Limited
Subsidiaries
Jaypore E-Commerce 2.62% 73.16 21.73% (25.72) 6.33% 0.13 22.01% (25.60)
Private Limited
TG Apparel & Decor -0.02% (0.46) 0.18% (0.21) - - 0.18% (0.21)
Private Limited
Finesse International 0.65% 18.09 6.37% (7.54) -6.82% (0.14) 6.60% (7.68)
Design Private Limited
Sabyasachi Calcutta LLP 28.55% 796.15 -23.42% 27.72 -27.30% (0.56) -23.36% 27.16
Indivinity Clothing Retail 1.38% 38.62 25.84% (30.59) 1.21% 0.02 26.28% (30.57)
Private Limited
373
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Name of the entity Net assets i.e. total Share in profit/ (loss) Share in other Share in total
assets minus total comprehensive income/ comprehensive income/
liabilities (loss) (OCI) (loss) (TCI)
As % of ` in Crore As % of ` in Crore As % of ` in Crore As % of TCI ` in Crore
consolidated consolidated consolidated
net assets profit/ (loss) OCI
Adjustments arising out of -36.54% (1,019.18) 1.12% (1.32) -4.38% (0.09) 1.20% (1.40)
consolidation
Total 100.00% 2,788.52 100.00% (118.36) 100.00% 2.05 100.00% (116.31)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE - 54
ACQUISTION OF REEBOK INDIA BUSINESS
On December 14, 2021 the Board approved acquiring exclusive online and offline rights to the global
brand ‘Reebok’ for the Indian market and other ASEAN countries and purchase of certain assets
of ‘Reebok India Company’ including inventory, currents assets/liabilities by way of entering into
a Licensing Agreement and a Purchase Agreement, respectively. As part of the transfer of global
ownership of ‘Reebok’, various agreements have been signed between the Authentic Brand Group,
US and Adidas. The transaction will be effective upon signing of definitive agreement(s) and necessary
statutory approvals, if any.
NOTE - 55
SETTING UP OF D2C SUBSIDIARY
On February 4, 2022, the Board approved to set up a new subsidiary, for foraying into the Direct to
Consumer (“D2C’) business towards building a portfolio of distinct, new-age, digital brands across
categories in fashion, beauty and other allied lifestyle segments. The D2C portfolio will be built
through organic and inorganic means.
NOTE - 56
ACQUISITION OF MAJORITY STAKE IN ‘HOUSE OF MASABA LIFESTYLE PRIVATE LIMITED’ (“HMLPL”)
On January 14, 2022, the Board of Directors approved the acquisition of majority stake in HMLPL by
way of entering into a Binding Term Sheet subject to signing of definitive agreements, completion
of closing conditions precedent to be set out in the definitive agreements and statutory approvals, if
any. HMLPL houses apparel, non-apparel, beauty & personal care and accessories business under the
brand ‘Masaba’. The Board of Directors at its meeting held on May 18, 2022 have noted, completion
of the said conditions and authorised officers of the Company to take necessary actions to close
the acquisition by signing definitive agreements, post which the Company will hold 52.4% stake in
HMLPL making it a subsidiary of the Company.
NOTE - 57
ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III
(i) DETAILS OF BENAMI PROPERTY HELD
No proceedings have been initiated on or are pending against the Group under the Prohibition of
Benami Property Transactions Act, 1988 (as amended in 2016) (formerly the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988)) and Rules made thereunder.
375
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
NOTE - 58
PREVIOUS YEAR FIGURES
Consolidated Financial Statements for the year ended March 31, 2022 have been prepared in
accordance with amended Division II of Schedule III to the Companies Act, 2013. Balances of certain
assets and liabilities as at the previous year ended March 31, 2021 have been regrouped or reclassified,
where necessary, to comply with the amended Division II of Schedule III. Such reclassifications did
not have a material impact on the financial statements. During the year ended March 31, 2021, the
Company acquired/invested in Sabyasachi Calcutta LLP, Sabyasachi Inc. and Indivinity Clothing Retail
Private Limited which forms part of “Madura Fashion & Lifestyle” segment of the Group with effect
from February 24, 2021 and March 26, 2021, respectively. Accordingly, the figures for the year ended
March 31, 2022 are strictly not comparable to the previous year.
NOTICE is hereby given that the 15th Annual General Meeting of the Shareholders of Aditya Birla
Fashion and Retail Limited (“the Company”) will be held on Monday, September 5, 2022 at 4:00 p.m.
IST through Video Conferencing (“VC”) / Other Audio- Visual Means (“OAVM”) to transact the following
businesses:
ORDINARY BUSINESS
2) Consider and appoint Mr. Kumar Mangalam Birla (DIN: 00012813) who retires by rotation
and being eligible, offers himself for re-appointment.
3) Consider and appoint Ms. Sangeeta Pendurkar (DIN: 03321646) who retires by rotation
and being eligible, offers herself for re-appointment.
Sd/-
Geetika Anand
Place : Mumbai Company Secretary and Compliance Officer
Date : May 18, 2022 Membership No.: A23228
377
Annexure A
Details(1) of the Directors seeking appointment / re-appointment
(as set out in item nos. 2 and 3 of this Notice)
In terms of Regulation 36 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 read with Clause 1.2.5 of Secretarial Standards
2 on General Meetings (SS-2)
Name of Director Mr. Kumar Mangalam Birla Ms. Sangeeta Pendurkar
DIN 00012813 03321646
Date of Birth / Age June 14, 1967 / 54 years January 24, 1966 / 56 years
Brief resume n MBA from the London Business n Master of Business Admin:
379
Notes for Members’ Attention
1. Virtual Meeting
The Ministry of Corporate Affairs (“MCA”) has vide its General Circular no. 2/2022 dated May 5,
2022(1) permitted the holding of the Annual General Meeting (“AGM” or “Meeting”), through Video
Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), without the physical presence of the
Members at a common venue. Members participating through the VC / OAVM shall be reckoned
for the purpose of quorum under Section 103 of the Companies Act, 2013 (“Act”).
Further, the Securities and Exchange Board of India (“SEBI”) vide its Circular no. SEBI/HO/CFD/
CMD2/CIR/P/2022/62 dated May 13, 2022(2) has granted further relaxations to ensure the AGM
is conducted effectively. In compliance with the provisions of the Act, Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”) and MCA Circulars, the AGM of the Company is being held through VC / OAVM.
The deemed venue for the AGM will be the Registered Office of the Company. Since the AGM
will be held through VC / OAVM, the route map of the venue of the Meeting is not annexed
hereto.
2. Electronic copy of Annual Report and Notice of the 15th Annual General Meeting
a) In compliance with the MCA Circulars and SEBI Circulars, Notice of the AGM along with
the Annual Report 2021-22 is being sent only through electronic mode to those Members
whose e-mail addresses are registered with the Company / Depositories.
b) Members may note that the Notice and Annual Report 2021-22 will also be available on the
Company’s website www.abfrl.com, websites of the Stock Exchanges, i.e. BSE Limited and
National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com
respectively and website of Link Intime India Private Limited (“LIIPL”) i.e. https://instavote.
linkintime.co.in/.
1
General Circular no. 02/2022 dated May 5, 2022 read with General Circular no. 02/2021 dated January 13, 2021, General Circular
no. 20/2020 dated May 5, 2020, General Circular no. 14/2020 dated April 8, 2020 and General Circular no. 17/2020 dated April
13, 2020 (collectively referred to as “MCA Circulars”).
2
Circular no SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 read with SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January
15, 2021, Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 (collectively referred to as “SEBI Circulars”).
5. Proxy
The AGM is being held pursuant to the MCA Circulars and SEBI Circulars through VC / OAVM,
physical attendance of Members has been dispensed with. Accordingly, the facility for
appointment of proxies by the Members will not be available for the AGM. Hence, the Proxy
Form and Attendance Slip are not annexed to this Notice.
6. Authorised Representative
Institutional / Corporate Shareholders (i.e. other than individuals HUF, NRI. etc.) are required to send
a scanned copy (PDF / JPG Format) of its Board or governing body Resolution / Authorization etc.,
authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote
through remote e-voting.
The said Resolution / Authorization shall be sent to the Scrutinizer by e-mail through its
registered e-mail address to Mr. Dilip Bharadiya at [email protected] with a copy marked to
the Company Secretary at [email protected].
8. E-voting
Pursuant to Section 108 of the Act, Rule 20 of the Companies (Management and Administration)
Rules, 2014, as amended, Regulation 44 of the SEBI Listing Regulations and the MCA Circulars,
the Company is pleased to provide the facility to Members to exercise their right to vote, on
the Resolutions proposed to be passed at AGM, by electronic means.
The Company has engaged the services of LIIPL to provide the remote e-voting facility on
InstaVote and the e-voting system on the date of the AGM on InstaMeet.
The Company has appointed Mr. Dilip Bharadiya (holding membership no. FCS 7956), Partner of
M/s. Dilip Bharadiya & Associates, Company Secretaries, to act as the Scrutinizer and to
scrutinize the entire e-voting process (i.e. remote e-voting and e-voting at the AGM) in a fair and
transparent manner.
Remote e-voting : Important Dates
Cut-off date : Monday, August 29, 2022
(for determining the Members entitled to vote on
the resolutions set forth in this notice)
Remote e-voting period Commence from : 9:00 a.m. IST, Friday, September 2, 2022
(During this period, members
of the Company as on the cut- End at : 5.00 p.m. IST, Sunday, September 4, 2022
off date may cast their vote by (The remote e-voting module shall be disabled for
remote e-voting) voting thereafter by LIIPL)
381
Remote e-voting : Procedure
(1) Depository: For Individual Shareholders holding securities in demat mode
Step For Shareholders holding securities For Shareholders holding securities with
no. with NSDL CDSL
Registered User
1 The URL for users to login for NSDL IDeAS The URL for users to login to Easi / Easiest are
facility : https://eservices.nsdl.com either https://web.cdslindia.com/myeasi/home/login
on a personal computer or on a mobile. or www.cdslindia.com and click on New System
Myeasi.
2. Once the home page of e-Services Login through their User Id and password.
is launched, click on the “Beneficial
Owner” icon under “Login” which is
available under ‘IDeAS’ section. A new
screen will open. You will have to enter
your User ID and Password.
3. After successful authentication, you After successful login of Easi / Easiest the user
will be able to see e-Voting services. will be also able to see the E Voting Menu.
Click on “Access to e-Voting” under The Menu will have links of e-Voting service
e-Voting services and you will be able provider i.e. NSDL, KARVY, LINKINTIME, CDSL.
to see e-Voting page.
4. Click on Company name or e-Voting Click on e-Voting service provider name to
service provider name and you will be cast your vote.
re-directed to e-Voting service provider
website for casting your vote during the
remote e-Voting period or joining virtual
meeting & voting during the meeting.
First time user
5. Option to register is available at https:// Option to register is available at https://web.cdslindia.
eservices.nsdl.com. Select “Register Online com/myeasi./Registration/EasiRegistration
for IDeAS “Portal or click at https://eservices.
nsdl.com/SecureWeb/IdeasDirectReg.jsp
Alternative Method
6. Visit the e-Voting website of NSDL. Open The user can directly access e-Voting page by
web browser by typing the following URL: providing demat Account Number and PAN No.
https://www.evoting.nsdl.com/ either on a from a link in www.cdslindia.com home page.
personal computer or on a mobile.
7. Once the home page of e-Voting system is
launched, click on the icon “Login” which is (Skip step)
available under ‘Shareholder / Member’ section.
8. A new screen will open. You will have
to enter your User ID (i.e. your sixteen-
digit demat account number hold with NSDL), (Skip step)
Password / OTP and a Verification Code
as shown on the screen.
9. After successful authentication, you
will be redirected to NSDL Depository (Skip step)
site wherein you can see e-Voting page.
10. Click on Company name or e-Voting The system will authenticate the user by
service provider name and you will be sending OTP on registered Mobile & Email
redirected to e-Voting service provider as recorded in the demat Account. After
website for casting your vote during the successful authentication, user will be
remote e-Voting period or joining virtual provided links for the respective ESP where
meeting & voting during the meeting. the E Voting is in progress.
You can also login using the login credentials of your demat account through your Depository
Participant registered with NSDL / CDSL for e-Voting facility. Once login, you will be able to
see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL / CDSL
Depository site after successful authentication, wherein you can see e-Voting feature. Click
on Company name or e-Voting service provider name and you will be redirected to e-Voting
website of InstaVote for casting your vote during the remote e-Voting period to cast your vote
without any further authentication.
In case shareholders / members holding securities in demat mode have any technical issues
related to login through Depository i.e. NSDL / CDSL, they may contact the respective helpdesk
given below:
(2) Insta Vote: For Individual Shareholders holding securities in physical mode and
Institutional shareholders.
Step For first time users of InstaVote OR shareholders For shareholders holding shares
no. holding shares in physical mode in demat form and existing user
of InstaVote
1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in
2. Click on “Sign Up” under ‘SHARE HOLDER’ tab and register
with your following details: -
A. User ID: Enter your User ID
(i) For members holding : 16 digits beneficiary ID.
shares in demat account
held with CDSL
(ii) For members holding : 8 Character DP ID followed
shares in demat account by 8 digit client ID.
held with NSDL
(iii) For members holding : EVEN for fully paid-up
shares in physical form (220299) or for partly paid-
up (220301) followed by the
Folio number registered
with the Company
B. Permanent Account Number (PAN) : Enter your
10-digit PAN (Members who have not updated their PAN
with the Depository Participant (DP) / Company shall use the
sequence number provided to you, if applicable.
C. Date of Birth (DOB) / Date of Incorporation (DOI): (Skip step)
Enter the DOB / DOI (As recorded with your DP / Company
- in DD/MM/YYYY format)
D. Bank Account Number: Enter your Bank Account Number
(last four digits), as recorded with your DP / Company.
383
Step For first time users of InstaVote OR shareholders For shareholders holding shares
no. holding shares in physical mode in demat form and existing user
of InstaVote
(i) For members holding : Shall provide either ‘C’ or
shares in demat account ‘D’, above
held with CDSL
(ii) For members holding : Shall provide ‘D’ above
shares in demat account
held with NSDL
(iii) For members holding : Shall provide their folio
shares in physical form number in ‘D’ above
but have not recorded ‘C’
and ‘D’ above
3. Set the password of your choice (The password should contain
minimum 8 characters, at least one special Character (@!#$&*), at
(Skip step)
least one numeral, at least one alphabet and at least one capital
letter).
4. Click on ‘confirm’ and your password will be generated. (Skip step)
(Use your existing password)
5. Click on ‘Login’ under the ‘SHARE HOLDER’ tab.
6. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.
7. After successful login, you will be able to see the notification for e-voting.
8. Select ‘View’ icon and the e-voting page will appear.
9. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour /
Against’. (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
10. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will
be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on
‘No’ and accordingly modify your vote.
11. Once the vote on a resolution is cast by the member, such member shall not be allowed to
change it subsequently.
6. Shareholders / members holding multiple folios / demat account shall choose the voting process
separately for each of the folios / demat account.
In addition, shareholder will also be provided with a facility to attend the AGM through VC / OAVM
through the LIIPL e-Voting system. The members who have cast their vote by remote e-voting prior to
the AGM will be entitled to and may attend the AGM but shall not be entitled to cast their vote again.
In case shareholders / members holding securities in physical mode / Institutional shareholders
have any queries regarding e-voting, they may refer the Frequently Asked Questions (‘FAQs’) and
InstaVote e-Voting manual available at https://instavote.linkintime.co.in, under Help section or
send an e-mail to [email protected] or contact on: Tel: 022-4918 6000.
385
10. Speaker registration for the AGM
1. Shareholders who would like to express their views / ask questions during the meeting
may register themselves as a speaker by sending their request in advance atleast 7 (seven)
days prior to meeting i.e. Monday, August 29, 2022 mentioning their name, demat account
number / folio number, e-mail ID, mobile number at [email protected].
2. Only those shareholders who have registered themselves as a speaker will be allowed to
express their views / ask questions during the Meeting.
3. Shareholders will get confirmation on first cum first basis depending upon the provision
made by the client.
4. Shareholders / members who are registered as speakers for the event are
requested to download and install the Webex application by clicking on the link
www.webex.com/downloads.html/ (Members may also refer a tutorial video available on
www.youtube.com/watch?v=U2C9BVtGVrk).
5. Shareholders are requested to speak only when moderator of the Meeting / management
will announce the name and serial number for speaking.
6. Please note that the Company reserves the right to restrict the number of questions
and number of speakers, depending upon availability of time as appropriate for smooth
conduct of the AGM.
7. Other shareholders may ask questions to the panellist, via active chat-board during the
meeting.
The shareholders who do not wish to speak during the AGM but have queries may send
their queries in advance 7 (seven) days prior to meeting i.e. Monday, August 29, 2022
mentioning their name, demat account number / folio number, e-mail ID, mobile number at
[email protected]. These queries will be replied to by the Company suitably
by e-mail.
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13. General Instructions
a. Shareholders / Members are encouraged to join the Meeting through Tablets / Laptops
connected through broadband for better experience.
b. Shareholders / Members are required to use Internet with a good speed (preferably 2
MBPS download stream) to avoid any disturbance during the meeting.
c. Please note that Shareholders / Members connecting from Mobile Devices or Tablets or
through Laptops connecting via Mobile Hotspot may experience Audio / Visual loss due
to fluctuation in their network. It is therefore recommended to use stable Wi-Fi or LAN
connection to mitigate any kind of aforesaid glitches.
d. At the AGM, the Chairperson shall, at the end of discussion on the resolutions on which
voting is to be held, allow e-voting at the AGM.
e. The Scrutinizer shall submit a consolidated Scrutinizer’s Report of the total votes cast in
favour or against, not later than 48 (forty eight) hours of the conclusion of the AGM, to the
Chairman or a person authorized by him in writing, who shall countersign the same and
declare the result of the voting forthwith.
f. The results alongwith the consolidated Scrutinizer’s Report shall be declared by means of:
(i) dissemination on the website of the Company i.e. www.abfrl.com and website of
LIIPL i.e. https://instavote.linkintime.co.in/ and
(ii) communication to BSE Limited and National Stock Exchange of India Limited, thereby
enabling them to disseminate the same on their respective websites.
14. Correspondence
Members are requested to make all correspondence in connection with shares held by them
by addressing letters directly to the Company or RTA, quoting their folio number or DP ID -
Client ID, as the case may be.
Sd/-
Geetika Anand
Place : Mumbai Company Secretary and Compliance Officer
Date : May 18, 2022 Membership No.: A23228
Important Dates
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Available on www.abfrl.com
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Last day to register as speaker or send queries.
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Participate and vote during the AGM.
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Available on www.abfrl.com
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Virtual Guide
E-voting Commence from : 9:00 a.m. IST, Friday, September 2, 2022
End at : 5.00 p.m. IST, Sunday, September 4, 2022
Voting Mechanism
User type
Login in successfully
Results The results along with the consolidated Scrutinizer’s Report shall be declared on the
website of:
a) the Company i.e. www.abfrl.com;
b) Link Intime India Private Limited i.e. https://instavote.linkintime.co.in/ and
c) BSE Limited and National Stock Exchange of India Limited i.e. www.bseindia.com and
www.nseindia.com respectively.