Click it and Unblock the Notifications
Directors Report of Indian Terrain Fashions Ltd.
Mar 31, 2024
Your Directors hereby present herewith the 15th Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended 31st March 2024 together with Auditors'' Report thereon.
FINANCIAL SUMMARY / HIGHLIGHTS
The Company''s financial performance for the year ended 31st March 2024 and the comparative figures for the previous year are summarized below:
('' In Crores)
|
Particulars |
For the Year ended |
|
|
31st March, 2024 |
31st March, 2023 |
|
|
Revenue from Operations |
456.01 |
500.80 |
|
Other Income |
3.93 |
5.51 |
|
Total Revenue |
459.94 |
506.31 |
|
Earnings Before Depreciation, Interest, Tax & Amortisation (EBDITA) |
33.99 |
61.09 |
|
Depreciation & Amortisation |
22.28 |
22.77 |
|
Finance Costs |
21.87 |
21.92 |
|
Earnings Before Tax (EBT) |
(10.16) |
10.50 |
|
Current Tax |
--- |
--- |
|
Deferred Tax |
4.77 |
3.41 |
|
Net Profit / (Loss) |
(14.93) |
7.09 |
|
Other Comprehensive Income |
0.27 |
0.18 |
|
Total Income |
(14.66) |
7.27 |
|
Earnings per Share (in '') ⢠Basic |
(3.37) |
1.62 |
|
⢠Diluted |
(3.37) |
1.62 |
OVERVIEW OF FINANCIAL PERFORMANCE AND STATE OF COMPANYâS AFFAIRS:
During the year under review, we faced slight headwinds as we continued to navigate through challenging external environment marked by sluggish consumer spending which has led to drop in sales from our Exclusive Brand Outlets (EBO) and Large Format Outlets (LFO) counters. Furthermore, our online channel has slowed down considerably, reflecting the broader decline in overall consumer spending. Despite these challenges, our Men''s wear segment has continued its performance in sustained manner, demonstrating resilience in these weak and sluggish market conditions. Moreover, our strategic focus on enhancing revenue quality through controlled discounts and healthier margins have been pivotal in maintaining our profitability under these tough conditions. Despite these conditions there have been only 8.94% fall in our revenue from operations and were able to sustain the finance cost at the same level.
FINANCE AND ACCOUNTS:
The Financial Statements are prepared in accordance with Indian Accounting Standards (IND AS) as required under the notification issued by the Ministry of Corporate Affairs (MCA) in the Official gazette dated 16th February, 2015 which is applicable to the Company from 01st April, 2017 with a transition date of 01st April, 2016.
TRANSFER TO RESERVES:
During the Financial Year ended 31st March 2024, the company had a net loss of '' 14.66 Crores and accordingly the transfer to reserves does not apply. The reserves at the end of the year 31st March 2024 was '' 188.02 Crores as against '' 202.68 Crores in the previous year.
MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY & CHANGE IN NATURE OF BUSINESS, IF ANY:
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. Further, there were no changes in the nature of the business of the Company.
BUSINESS DEVELOPMENTS PROPOSED:
We remain committed to adapting to the evolving market dynamics as we continue to leverage our strengths in men''s wear. We anticipate a shift in customer mindset from unorganized to organized players, driven by the ever-improving standard of living among consumers. This transition presents a significant opportunity for us to capture market share and strengthen our position in the industry. As such, we remain optimistic about the opportunities in the organised retail and e-commerce sectors and consider ourselves well-positioned to capitalise on these growth avenues.
DIVIDEND:
The Board of Directors with a view to conserve financial resources has not recommended any dividend for the financial year ended 31st March 2024.
UNPAID/ UNCLAIMED DIVIDEND:
In accordance with the provisions of Section 125 of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company to transfer unpaid and unclaimed dividends to the Investor Education and Protection Fund. During the year, there were no unclaimed dividends which had to be transferred to IEPF by the Company.
EMPLOYEE STOCK OPTION PLAN / SCHEME:
During the year under review, the Company has not issued any Equity Shares under Employee Stock Option Plan/Scheme and there were no pending options to be vested or exercised.
REVISION OF FINANCIAL STATEMENT OR THE BOARDS REPORT OCCURRED DURING THE YEAR: Nil
ANNUAL RETURN:
In terms of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, a copy of the annual return in Form MGT-7 is to be placed on the website of the Company. The same is available in the website of the Company https://www.indianterrain.com/ pages/investor-information
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Rama Rajagopal, Non-Executive Non-Independent Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment and the same has been included in the Notice of the 15th Annual General Meeting for approval of the Shareholders.
During the Financial Year 2023-24, the following were the changes in the composition of the Board of Directors and Key Managerial Personnel of the Company:
(a) Pursuant to the recommendation of Nomination & Remuneration Committee, the Board of Directors in its Meeting held on 19th May 2023 recommended to the Shareholders for approval of the re-appointment of Mr. Venkatesh Rajagopal (DIN: 00003625) as Chairman and Whole-time Director with effect from 08th August 2023 for a period of 03 years. Subsequently, it was approved in 14th Annual General Meeting by the Shareholders of the Company by Ordinary Resolution held on 18th September 2023;
(b) Pursuant to the recommendation of Nomination & Remuneration Committee, the Board of Directors in its Meeting held on 19th May 2023 recommended to the Shareholders for approval of the re-appointment of Mr. Charath Ram Narsimhan (DIN: 06497859) as Managing Director & CEO of the Company with effect from 08th August 2023 for a period of 03 years. Subsequently, it was approved in 14th Annual General Meeting by the Shareholders of the Company by Ordinary Resolution held on 18th September 2023;
(c) The Board of Directors in the Meeting held on 19th May 2023, took note of the cessation of Mr. Kalpathi S. Suresh (DIN: 00526480) Independent Director w.e.f 27th May 2023;
(d) The Board of Directors in the Meeting held on 14th August 2023, took note of the resignation of Mr. M Thiyagarajan, Chief Financial Officer (Key Managerial Personnel) of the Company w.e.f. 14th August 2023;
(e) Pursuant to the recommendation of the Nomination & Remuneration Committee, the Board of Directors in the Meeting held on 09th November 2023, had approved the appointment of Mr. Sheikh Sahenawaz as Chief Financial Officer (Key Managerial Personnel) of the Company w.e.f 09th November 2023;
(f) The Board of Directors in the Meeting held on 09th November 2023, took note of resignation of Mr. E Elamugilan as Company Secretary & Compliance Officer (Key Managerial Personnel) of the Company w.e.f 09th November 2023;
(g) Pursuant to the recommendation of Nomination & Remuneration Committee, the Board of Directors in the Meeting held on 09th November 2023, had approved the appointment of Mr. Sainath Sundaram as Company Secretary & Compliance Officer (Key Managerial Personnel) of the Company w.e.f 09th November 2023;
(h) Pursuant to the recommendation of Nomination & Remuneration Committee, the Board of Directors in its Meeting held on 30th March 2024 recommended to the Shareholders for approval of the appointment of Mr. P S Raghavan (DIN: 07812320) as Additional Director in the category of Non - Executive, Independent Director in the Board of the Company with effect from 01st April 2024 for a period of five consecutive years. Subsequently, it was approved through Postal Ballot by the Shareholders of the Company by Special Resolution through e-Voting process which ended on 17th May 2024 and the results of the e-voting declared on 17th May 2024;
(i) Pursuant to the recommendation of Nomination & Remuneration Committee, the Board of Directors in its Meeting held on 30th March 2024 recommended to the Shareholders for approval of the appointment of Mr. Tarique Ansari (DIN: 00101820) as Additional Director in the category of Non - Executive, Independent
Director in the Board of the Company with effect from 01st April 2024 for a period of five consecutive years. Subsequently, it was approved through Postal Ballot by the Shareholders of the Company by Special Resolution through e-Voting process which ended on 17th May 2024 and the results of the e-voting declared on 17th May 2024;
(j) The Board of Directors in its Meeting held on 30th March 2024 took note of resignation of Mr. Vidyuth Venkatesh Rajagopal (DIN: 07578471) from the position of Joint Managing Director (Key Managerial Person) of the Company with effect from the close of business hours on 31st March 2024;
(k) The Board of Directors in its Meeting held on 30th March 2024 took note of the cessation of Mr. N K Ranganath (DIN: 00004044), Independent Director, Mr. Harsh Bahadur (DIN: 00724826), Independent Director and Mr. Manoj Mohanka (DIN: 00128593), Independent Director pursuant to completion of their second and final term with effect from the close of business hours on 31st March 2024.
Brief profile of the Directors seeking appointment/re-appointment along with the disclosures required pursuant to provisions of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013 and necessary Rules framed thereunder are given in the Notice of the Annual General Meeting, forming part of this Annual Report.
MEETINGS OF THE BOARD OF DIRECTORS:
During the year, six (6) meetings of the Board of Directors were held on 19th May 2023, 14th August 2023, 29th September 2023, 09th November 2023, 14th February 2024 and 30th March 2024. The particulars of the meetings held and attendance by each Director are detailed in the Corporate Governance Report, which forms a part of this Annual Report. The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India in compliance of Section 118 (10) of the Companies Act, 2013.
INDEPENDENT DIRECTORS AND FAMILIARISATION PROGRAMME:
In terms of the provisions of Section 149(7) of the Companies Act, 2013, all the Independent Directors of the Company have furnished a declaration to the Company stating that they fulfill the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and are not disqualified to act as Independent Directors.
In compliance with Regulation 16(10)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board has adopted a policy on familiarisation programme for Independent Directors of the Company. The policy familiarizes the Independent Directors with the nature of industry in which the Company operates, business model of the Company, their roles, rights and responsibilities in the Company.
The details of familiarization programme during the Financial Year 2023-24 are available on the website of the Company at https://www.indianterrain.com/pages/investor-information
KEY MANAGERIAL PERSONNEL:
Mr. Venkatesh Rajagopal - Chairman and Whole Time Director, Mr. Charath Ram Narsimhan - Managing Director & CEO, Mr. Sheikh Sahenawaz - Chief Financial Officer and Mr. Sainath Sundaram, Company Secretary & Compliance officer are the Key Managerial Personnel (KMP) of the Company in terms of provisions of Section 203 of the
Companies Act 2013 for the Financial Year ended 31st March 2024.
The details of the change in the Key Managerial Personnel during the year have been mentioned in this Boards Report under the heading "Board of Directors and Key Managerial Personnel".
BOARD COMMITTEES:
The Company has constituted various Committees of the Board in compliance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with the attendance of the Committee Members and re-constitution therein forms part of this Annual Report on Corporate Governance Report section. Details of the constitution of these Committees is also available on the website of the Company https://www.indianterrain.com/pages/investor-information.
ANNUAL EVALUATION ON THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
As required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and the Committees. The Company has devised a policy for performance evaluation of the Board, its Committees and Directors which include criteria for performance evaluation of Non-executive and Executive Directors. The Company carried out the evaluation process internally which included the evaluation of the Board as a whole, its Committees and Peer evaluation of the Directors.
The evaluation process focused on various aspects of the functioning of the Board and the Committees such as composition of the Board and the Committees, experience and
competencies, performance of specific duties and obligations, governance issues, etc. The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.
Details of performance evaluation of Independent Directors as required under Schedule IV to the Companies Act, 2013 is provided in the Report on Corporate Governance.
The Directors have expressed their satisfaction with the evaluation process and its results.
REMUNERATION POLICY OF THE COMPANY:
In terms of the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (LODR) Regulations, 2015, a policy relating to remuneration of the Directors, Key Managerial Personnel and other employees has been adopted by the Board of Directors thereby analyzing the criteria for determining qualifications, positive attributes and independence of a Director. The said policy duly amended and approved by the Board of Directors on 14th August, 2023 is available on the website of the Company at https://www. indianterrain.com/pages/investor-information
PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES FROM THE COMPANY, HOLDING OR SUBSIDIARY COMPANY:
Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure - I.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of Annual Report.
Having regard to the provisions of the second proviso to Section 136(1) of the Act, this Annual Report excluding the aforesaid information is being sent to the members of the Company.
Any member interested in obtaining such information may address their email to secretarial@indianterrain.com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) Conservation of Energy
|
Steps taken for conservation |
The operations of the Company are not energy-intensive. However, wherever possible, the Company strives to curtail the consumption of energy on a continuing basis |
|
Steps taken for utilizing alternate sources of energy |
|
|
Capital investment on energy conservation equipment |
(B) Technology absorption:
|
Efforts made for technology absorption |
Not applicable |
|
Benefits derived |
|
|
Expenditure of Research & Development, if any |
|
|
Details of technology imported, if any |
|
|
Year of import |
|
|
Whether imported technology is fully absorbed |
|
|
Areas where absorption of imported technology has not taken place, if any |
(C) Foreign Exchange Earnings and Outgo: ('' in Crore)
|
Foreign Exchange Earnings and Outgo |
2023-24 |
2022-23 |
|
Foreign Exchange Earnings |
Nil |
Nil |
|
Foreign Exchange Outgo |
26.70 |
52.26 |
CASH FLOW STATEMENT:
In compliance with the provisions of Section 134 of the Companies Act, 2013 and Regulation 34 of SEBI (LODR) Regulations, 2015, the Cash Flow Statement for the Financial Year ended 31st March 2024 forms part of this Annual Report.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an arm''s length basis and were placed and approved by the Audit Committee. During the financial year 202324, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the provisions of the Act. Hence, the disclosure of related party transactions in Form AOC-2 is not applicable.
The Company has framed a policy on Materiality of Related Party Transaction and dealing with Related Party Transaction and the same has been displayed on the Company''s website https://www.indianterrain.com/pages/investor-information. During the financial year 2023-24, there were no materially significant transactions with the related parties, which were in conflict with the interests of the Company and that require an approval of the Members in terms of the SEBI Listing Regulations.
Suitable disclosures as required under IND AS 24 have been made in the Notes to the financial statements. During the year ended 31st March 2024, there were no approval from the Members on any Related Party Transactions.
PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:
The Company has not given any loans or provided guarantees or securities to any other body corporates as envisaged under Section 186 of the Companies Act, 2013 during the Financial Year 2023-24. The details of the other investments made by the Company are given under the Note No. 7 (Investments) forming part of the financial statements.
DEPOSITS:
During the year, your Company did not accept any deposits under Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
As at 31st March 2024, the Company has not entered into any joint ventures nor did not have any subsidiary or associate Company.
CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility (CSR) Committee is already in place and as on 31st March 2024 the following were the Committee Members:
(a) Mrs. Rama Rajagopal, Chairperson of the Committee,
(b) Mr. N.K. Ranganath, Member,
(c) Mr. Venkatesh Rajagopal, Member and
(d) Mr. Charath Ram Narsimhan, Member
With the CSR Committee being re-constituted in the Board Meeting held on 30th March 2024, the following were the Committee Members with effect from 01st April 2024:
(a) Mrs. Rama Rajagopal, Chairperson of the Committee,
(b) Mrs. Nidhi Reddy, Member,
(c) Mr. Venkatesh Rajagopal, Member and
(d) Mr. Charath Ram Narsimhan, Member
The CSR policy of the Company is available on the Company''s website https://www. indianterrain.com/pages/investor-information.
As part of its initiatives under "Corporate Social Responsibility" (CSR), the details of the same as prescribed under the Companies Act 2013 are detailed in this Report as Annexure II.
SHARE CAPITAL AND STATEMENT PURSUANT TO LISTING AGREEMENT:
The Paid-up Equity Share Capital of the Company as on 31st March 2024 was '' 8,85,83,370/- comprising of 4,42,91,685 equity shares of '' 2/- each. During the year under review, your Company has neither issued any Shares nor issued shares with differential voting rights or granted any stock options or sweat equity or Shares to Trustees for the benefit of Employees. Your Company''s shares are listed with the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"). The Company has paid the Annual Listing fees and there are no arrears.
ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Indian Terrain Fashions Limited ("ITFL") has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism.
The Vigil Mechanism is supervised by the Audit Committee and the whistle blower has direct access to the Chairman of the Audit Committee. The vigil mechanism and whistle blower policy is available on the Company''s website at https://www.indianterrain. com/pages/investor-information.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Prevention of Insider Trading with a view to regulating trading in securities by the Promoters, Directors and Designated Persons of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company''s shares by the Promoters, Directors and the Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.
MAINTENANCE OF COST RECORDS:
The Central Government has not specified maintenance of cost records under Section 148(1) of the Companies Act 2013 and necessary Rules framed thereunder in respect of the Company''s product segment.
RISK MANAGEMENT POLICY:
The Board has adopted and implemented a suitable Risk Management Policy for the company which identifies, assesses and mitigates therein different elements of risk which may threaten the existence of the company viz. strategic, financial, liquidity, security, regulatory, legal, reputational and other risks.
SECRETARIAL STANDARDS:
The Company is in compliance with the applicable Secretarial Standards viz. SS - 1 (Meetings of the Board of Directors) and SS - 2 (General Meetings) issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118 (10) of the Act.
INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY:
The Company has Internal Control Systems commensurate with the size, scale and complexity of its operations. The Board has devised systems, policies, procedures and frameworks for the internal control which includes adherence to company''s policy, safeguarding assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose.
The Auditors of the Company have verified the internal financial control systems prevailing in the organization and confirmed the effectiveness of the same in their report for the Financial Year 2023-24.
RECOMMENDATIONS OF AUDIT COMMITTEE:
All the recommendations of the Audit Committee during the Financial Year 2023-24 have been accepted by the Board of Directors.
AUDITORS AND AUDITORSâ REPORT:
Statutory Auditors:
M/s. SRSV and Associates, Chartered Accountants (Firm Regn No: 015041S), were appointed as the Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at the 10th Annual General Meeting held on 30th September 2019 till the conclusion of 15th Annual General Meeting of the Company. Pursuant to Section 139(2) of the Companies Act 2013, the Company can appoint the said Audit firm, for a second term of 5 (five) consecutive years, subject to the approval of the Shareholders.
M/s. SRSV and Associates, Chartered Accountants have consented to the said re-appointment and confirmed that their re-appointment, if approved by the Shareholders, would be within the limits specified under Section 141(3)(g) of the Companies Act 2013. They have also confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.
Therefore, pursuant to the recommendation of Audit Committee and consideration of the Board in the meetings held on 06th August 2024, the request for Shareholder''s approval have been placed forming part of the 15th AGM Notice for re-appointment of M/s. SRSV and Associates, Chartered Accountants, as Statutory Auditors of the Company for the 2nd term from the conclusion of the 15th AGM till the conclusion of 20th AGM of the Company.
The Financial Statements of the Company including its Balance Sheet, Statement of Profit and Loss, Cash Flow Statement along with the notes and schedules for the Financial Year 2023-24 have been audited by M/s SRSV & Associates, Chartered Accountants. The Statutory Auditors'' Report does not contain any qualification, reservation or adverse remark on the financial Statements of the Company except they have reported that "the Company has not made provision for ''1.73 crores towards interest payable to vendors under Micro, Small and Medium Enterprises Development Act 2006" and the management response to that is "the suppliers have subsequently received all the payments and they have not raised any such claims". The Independent Auditors'' Report is enclosed with the financial statements in this annual report.
Secretarial Auditors:
Pursuant to the Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and under Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of Directors had appointed M/s. BP & Associates, Practicing Company Secretaries, Chennai as the Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31st March 2024 does not contain any adverse remark, qualification or reservation or disclaimer which requires any explanation/comments of the Board. The Secretarial Audit Report is annexed as Annexure - III to this Report.
Internal Auditors:
Pursuant to Section 138 of the Companies Act 2013 read with rule 13 of the Companies (Accounts) Rules, 2014 and all other applicable provisions (including any amendment thereto) of the Companies Act 2013 and as recommended by the audit committee M/s. RVKS & Associates, Chartered Accountants, Chennai was re-appointed as the Internal Auditors of the Company for the financial year 2023-24 by the Board.
The audit conducted by the Internal Auditors is based on an internal audit plan, which is reviewed every quarter in consultation with the Audit Committee. These audits are based on risk-based methodology and inter alia involve the review of internal controls and governance processes, adherence to management policies and review of statutory compliances. The Internal Auditors share their findings on an ongoing basis during the financial year for corrective action. The Audit Committee oversees the functions of the Internal Auditors.
REPORTING OF FRAUD(S) BY THE AUDITORS:
During the Financial Year 2023-24, the Statutory Auditors, Cost Auditors or Secretarial Auditors have not reported any fraud to the Audit Committee under Section 143(12) of the Companies Act, 2013.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
There are no significant material orders passed by the Regulators or Courts which would impact the going concern status of the Company and its future operations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE REPORT:
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance as stipulated in Schedule V read with Regulation 34(3) of the SEBI (LODR) Regulations, 2015.
DISCLOSURE UNDER THE SEXUAL HARASSMENT AT WORKPLACE:
During the year, there were no complaints received pursuant to the provisions of the POSH Act.
SHIFTING OF REGISTERED OFFICE OF THE COMPANY:
During the year, the Shareholders of the Company in the 14th AGM held on 18th September 2023 through Special Resolution had approved the shifting of Registered Office of the Company from "208, Velachery Tambaram Road, Narayanapuram, Pallikaranai, Chennai-600100" to "Survey No 549/2 & 232 Plot No.4, Thirukkachiyur & Sengundram Industrial Area Singaperumal Koil, Post, Chengalpattu - 603204, Tamil Nadu and the same was approved by Registrar of Companies, Chennai, Tamil Nadu on 14th October 2023.
DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 134 of the Companies Act, 2013, with respect to Directors'' responsibility statement it is hereby confirmed that:
1. in the preparation of the annual accounts applicable accounting standards has been followed and there is no material departure from the same;
2. the Directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e., 31st March 2024 and of the profit of the Company for that period;
3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities;
4. the Directors have prepared the annual accounts on a going concern basis;
5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
AWARDS AND RECOGNITION:
During the year, your company was awarded with "Fairtrade Business Partner of the Year in the Lifestyle and Apparel Sector" and "Fairtrade Impactful Communication for the Year" by global organisation Fairtrade India for its production practices at a gala event at Pulman in Aerocity, Delhi on 05th and 06th October 2023.
ANY APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR ENDED 31st MARCH 2024:
There was no such application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) in respect of the Company during the financial year ended 31st March 2024.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
There were no such instances of One-time Settlement with any Bank or Financial Institutions during the Financial Year ended 31st March 2024.
PERSONNEL:
The employee relations have been very cordial during the financial year ended 31st March 2024. The Board wishes to place on record its appreciation to all its employees for their sustained efforts and immense contribution to the high level of the Company, which comprises of young passionate driven professionals committed to achieve the organizational goals.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, business associates, regulatory authorities, customers, dealers, vendors, shareholders and other stakeholders. Your Directors recognize and appreciate the services rendered by the officers, staff and employees of the Company at all levels for their dedicated efforts to improve the performance of the Company.
For and on behalf of the Board
sd/-
Date: 19th August, 2024 Venkatesh Rajagopal
Place: Chennai Chairman & Whole Time Director
(DIN:00003625)
Mar 31, 2018
Dear Shareholders,
The Directors hereby present the 9th Annual Report of the Company together with the Audited Financial statements of the Company for the financial year ended 31st March, 2018.
OVERVIEW OF FINANCIAL PERFORMANCE
The Company recorded a growth in revenues of 23.18% in FY 2018. The revenues for the year stood at Rs. 401.45 Crores as against Rs. 325.91 Crores in the previous year. The operating margins excluding the one-time impact of compensation for increase in GST was at 12.35% against 12.28% in the previous year. The Gross EBITDA margins including the impact on GST and other income was at 12.54% against 13.91%. The profit before taxes for the year was up by 17.60% and stood at Rs. 39.10 Crores and net profit after taxes was at Rs. 25.44 Crores which is up by 11.38% from previous year''s net profits of Rs. 22.84 Crores. The total comprehensive income was at Rs. 25.19 Crores against Rs. 22.89 Crores in the previous year.
To avoid repetition of information, a detailed discussion on the performance of the Company is given in the Management Discussion and Analysis Report which forms part of this Board''s report.
FINANCE AND ACCOUNTS
The financial statements are prepared in accordance with Indian Accounting Standards (IND AS) as required under the notification issued by the Ministry of Corporate Affairs (MCA) in the Official Gazette dated 16th February, 2015 which is applicable to the Company from 01s April, 2017 with a transition date of 01April, 2016.
CHANGES TO SHARE CAPITAL
During the year under review, there were no changes to the share capital of the Company.
DIVIDEND
The Board of Directors with a view to conserve financial resources have not recommended any dividend for the financial year ended 31st March, 2018.
TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount to the reserves.
DISCLOSURE UNDER SECTION 67(3)(C) OF THE COMPANIES ACT, 2013
The disclosure with regard to voting rights not exercised directly by the employees of the Company as required under Section 67(3)(c) of Companies Act, 2013 read with rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is not applicable to the Company.
DEPOSITS
The Company has not accepted any deposits within the ambit of Section 73 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
CASH FLOW STATEMENT
In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation 34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash flow statement for the financial year ended 31s March, 2018 forms part of this annual report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the transactions with the related parties during the financial year were in the ordinary course of business and at Arm''s length basis. The details of such transactions are disclosed in the notes to accounts. The Company has framed a policy on Related Party Transactions and the same is available in the Company''s website www.indianterrain.com.
The details of related party transactions pursuant to Section 134(3)(h) of Companies Act, 2013 is disclosed in Form No. AOC-2 as ANNEXURE-II
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
The Corporate Governance Report and Management Discussion & Analysis which forms part of this report are set out separately along with the Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in Schedule V of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
COMPLIANCE WITH CODE OF CONDUCT
The Company has framed a Code of Conduct for the Board of directors and Senior Management personnel of the Company. The Code of Conduct is available on the Company''s website www.indianterrain.com. The Board of directors and senior management personnel have affirmed compliance with the Code of conduct as on 31st March, 2018.
As required under Regulation 34(3) and Schedule V(D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a declaration from Mr. Venkatesh Rajagopal Chairman and Managing director to this effect is annexed to the report on corporate governance, which forms part of this annual report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with the requirements of Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Board of Directors have adopted a policy on CSR as recommended by the CSR committee duly constituted and the said policy is available on the Company''s website www.indianterrain.com. The composition and terms of reference of the CSR Committee is detailed in the Corporate Governance report forming part of this annual report.
An update on the policy on Corporate Social Responsibility and activities of the Company is provided in ANNEXURE-V annexed to this annual report.
ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of Companies Act 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a whistle blower mechanism for the directors and employees to report concerns about unethical behavior, actual or suspected frauds or violation of the Company''s code of conduct and ethics. The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. The Whistle Blower Policy covering all employees and directors is available in the Company''s website i.e., www.indianterrain.com.
EMPLOYEE STOCK OPTION PLAN (ESOP)
During the financial year ended 31s March, 2018 there were no pending options to be vested or exercised.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL RE-APPOINTMENT OF WHOLE TIME DIRECTOR
Mrs. Rama Rajagopal (DIN: 00003565) was re-appointed as the Executive director of the Company by the Shareholders at the 7th Annual General Meeting of the Company held on 30th September, 2016 for a period of 3 years with effect from 1s October, 2016 as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company at their meeting held on 1August, 2016.
In accordance with the provision of Section 152 of the Companies Act 2013, Mrs. Rama Rajagopal retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. A brief resume, nature of expertise, disclosure of relationships between directors inter-se, details of directorships held in other Companies of the director proposed to be re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 (SS-2) and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to the notice of the annual general meeting.
APPOINTMENT OF MR. KALPATHI SUBRAMANIAN SURESH AS AN ADDITIONAL DIRECTOR (INDEPENDENT DIRECTOR) OF THE COMPANY
Mr. Kalpathi Subramanian Suresh (DIN: 00526480) was appointed as an Additional Director (Independent Director) of the Company by the Board of Directors with effect from 28th May, 2018 as recommended by the Nomination and Remuneration Committee who holds office upto the date of the ensuing annual general meeting subject to regularization by the shareholders of the Company.
KEY MANAGERIAL PERSONNEL CHIEF FINANCIAL OFFICER
Mrs. L. Visalakshi was appointed by the Board of Directors as the Chief Financial Officer (Key Managerial Personnel) of the Company with effect from 27th May, 2017 as recommended by the Audit Committee in accordance with Section 203 of Companies Act, 2013 in place of Mr. M. Thiyagarajan who resigned from the position with effect from 26th May, 2017.
COMPANY SECRETARY AND COMPLIANCE OFFICER
Mr. Ravi B.S.G was appointed by the Board of directors as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from 28th November, 2016 in accordance with Section 203 of Companies Act, 2013.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declarations from the Independent Directors of the Company confirming that they continue to meet with the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013, Regulation 25 and 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
EXTRACT OF ANNUAL RETURN
Pursuant to the Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended, an extract of the Annual Return in the prescribed Form MGT-9 is annexed as ANNEXURE- III.
NUMBER OF MEETINGS OF THE BOARD & COMMITTEES
The Board of Directors met 05 (five) times during the financial year ended 31st March, 2018 i.e., on 8th April, 2017, 26th May, 2017, 8th September, 2017, 14th December, 2017 and 13th February, 2018. The gap between the Board meetings were within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The particulars of meeting of all Committees held during the financial year ended 31s March, 2018 are disclosed in the Corporate Governance report forming part of this annual report.
AUDIT COMMITTEE
Pursuant to Section 177(8) of Companies Act 2013, the particulars relating to the composition and all other details about Audit Committee have been detailed in the Corporate Governance Report forming part of this annual report. During the year, all the recommendations of the Audit Committee were accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE POLICY
Pursuant to the provisions of Section 178(4) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Nomination and remuneration committee policy of the Company as stated hereunder:
The Remuneration policy of the Company has been structured to match the market trends of the industry, qualifications and experience of the employee and responsibilities handled by them.
The Policy inter alia provides for the following:
a) attract, recruit, and retain good and exceptional talent;
b) list down the criteria for determining the qualifications, positive attributes, and independence of the directors of the Company;
c) ensure that the remuneration of the directors, key managerial personnel and other employees is performance driven, motivates them, recognises their merits and achievements and promotes excellence in their performance;
d) motivate such personnel to align their individual interests with the interests of the Company, and further the interests of its stakeholders;
e) ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective and gender in the Board; and
f) fulfill the Company''s objectives and goals, including in relation to good corporate governance, transparency, and sustained long term value creation for its stakeholders.
Particulars pertaining to the constitution of the Nomination and remuneration Committee and its terms of reference have been detailed in the Corporate Governance report forming part of this annual report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees covered under the provision of section 186 of the Companies Act, 2013. The details of the investments made by the Company are given in the notes to the financial statements forming part of this annual report.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had carried out an annual evaluation of the Board as a whole, various Committees, directors individually and the Chairman. Performance of the Board and Board committees were evaluated on various parameters such as structure, composition, quality, diversity, experiences, competencies, performance of specific duties and obligations, quality of decision making and overall board effectiveness.
The Performance of the individual directors was evaluated on parameters, such as meeting attendance, participation and contribution, responsibility towards stakeholders and independent judgment. The Chairman and Managing Director was evaluated on certain additional parameters, such as performance of the Company, leadership, relationships, communication, growth, recognition, achievements and awards received by the Company.
The statement including the manner in which the evaluation exercise was conducted is included in the Corporate Governance report forming part of this annual report.
REPORT AS PER SECTION 134 READ WITH RULE 8 AND SUB RULE 5 OF COMPANIES ACCOUNTS RULES 2014
Change in nature of business, if any: NIL
Name of Companies which have become or ceased to be its subsidiaries, Joint Ventures or associate companies during the year: NIL
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
The Company has not received any orders / notices from the regulators/ courts/ tribunals impacting the going concern status and future operations of the Company.
INTERNAL FINANCIAL CONTROLS
The Company has an adequate internal financial controls with reference to financial statements which commensurate with the size, scale and complexity of its operations.
To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Chairman and Managing Director. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal financial controls in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. A report of auditors pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of internal financial controls with reference to financial statements is annexed with the Auditors report.
During the year ended 31st March, 2018, such controls were tested and no reportable material weaknesses in the design or operation were observed. The Company has put in place adequate internal financial controls with reference to financial statements. The Audit Committee and Board of Directors of the Company were appraised on the performance of the internal financial controls.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
Pursuant to section 134(3)(n) of the Companies Act, 2013 the Company has framed Risk Management Policy which lays down the framework to define, assess, monitor and mitigate the business, operational, financial and other risks associated with the business of the Company. During the year under review, the Company has not identified any element of risk which may threaten the existence of the Company.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibilities, the working of the Company, nature of the Industry in which the Company operates, business model, etc. The details of the familiarization programme are explained in the Corporate Governance report and also available on the Company''s website www.indianterrain.com.
AUDITORS STATUTORY AUDITORS
M/s Anil Nair & Associates, Chartered Accountants, Chennai and M/s. CNGSN & Associates LLP, Chartered Accountants, Chennai, are the Joint Statutory Auditors of the Company.
The Statutory Auditors were appointed in the 8th Annual General Meeting of the Company to hold the office till the conclusion of the 10th Annual General Meeting subject to ratification of the shareholders at every Annual General Meeting. The item related to ratification for appointment of Statutory Auditors by members at this Annual General Meeting is done away with vide notification dated 07th May, 2018 issued by the Ministry of Corporate Affairs. Accordingly, no resolution is proposed for ratification of appointment of Statutory Auditors, who were appointed in the Annual General meeting held on 25th September, 2017.
The financial statements of the Company including its Balance Sheet, Statement of Profit and Loss, Cash Flow Statement, notes and Schedules to the accounts for the financial year ended 31st March, 2018 have been audited by M/s. Anil Nair & Associates, Chennai and M/s CNGSN & Associates LLP, Chennai. The Statutory Auditors'' Report does not contain any qualification, reservation or adverse remark on the financial Statements of the Company. The Independent Auditors'' Report is enclosed with the financial statements in the annual report.
SECRETARIAL AUDITOR
Pursuant to the Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Board of Directors had appointed M/s. BP & Associates, Practicing Company Secretaries, Chennai as the Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 does not contain any adverse remark, qualification or reservation or disclaimer which requires any explanation/comments of the Board. The Secretarial Audit Report is annexed as ANNEXURE-IV forming part of this Annual Report.
INTERNAL AUDITOR
Pursuant to Section 138 of the Companies Act 2013 read with rule 13 of the Companies (Accounts) Rules, 2014 and all other applicable provisions (including any amendment thereto) of the Companies Act 2013 and as recommended by the audit committee M/s. RVKS & Associates, Chartered Accountants, Chennai was re-appointed as the Internal Auditors of the Company for the financial year 2017-18.
The audit conducted by the Internal Auditors is based on an internal audit plan, which is reviewed each quarter in consultation with the Audit Committee. These audits are based on risk based methodology and inter alia involve the review of internal controls and governance processes, adherence to management policies and review of statutory compliances. The Internal Auditors share their findings on an ongoing basis during the financial year for corrective action. The Audit Committee oversees the work of the Internal Auditors.
LISTING FEE
The Equity shares of the Company are listed on the stock exchanges viz., BSE Limited (BSE) and The National Stock Exchange of India Limited (NSE). The Company has paid the applicable listing fees to the stock exchanges within the stipulated time.
PARTICULARS OF EMPLOYEES
Disclosure with respect to the remuneration of directors and employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as ANNEXURE-I.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company firmly provides a safe, supportive and friendly workplace environment -a workplace where our values come to life through the underlying behaviors. Positive workplace environment and a great employee experience are integral parts of our culture.
The Company has zero tolerance towards sexual harassment at work place. The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment and Non-discrimination at Work Place in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
An Internal Complaints Committee (ICC) had been set up to redress the complaints received from women regarding sexual harassment and discrimination at workplace.
During the year ended 31s March, 2018, ICC did not receive any complaint pertaining to sexual harassment / discrimination at various work locations.
DISCLOSURE REGARDING FRAUDS
The Statutory Auditors of the Company has stated that there was no material fraud by the Company or on the Company by its officers or employees was noticed or reported during the course of our audit in their Independent Auditors Report which forms part of this Annual Report. Hence, there is no requirement to report the same to Audit Committee or Board of Directors of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013 the directors on the basis of information made available to them, confirm that:
a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed and there are no material departures from the same;
b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;
c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors have prepared the annual accounts on a going concern basis.
e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.
f) the directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, external consultants, including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2017-18.
CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / FOREIGN EXCHANGE
A. Conservation of Energy:
|
Steps taken for conservation |
The operations of the Company are not energy-intensive. However, wherever possible, the Company strives to curtail the consumption of energy on a continuing basis. |
|
Steps taken for utilizing alternate sources of energy |
|
|
Capital investment on energy conservation equipments |
B. Technology absorption:
|
Efforts made for technology absorption |
|
|
Benefits derived |
|
|
Expenditure on Research & |
|
|
Development, if any |
|
|
Details of technology imported, if any |
Not Applicable |
|
Year of import |
|
|
Whether imported technology fully |
|
|
absorbed |
|
|
Areas where absorption of imported |
|
|
technology has not taken place, if any |
C. Foreign Exchange Earning and Outgo:
a. Total Foreign exchange earned : Nil
b. Total Foreign exchange outgo : Rs. 14.93 Crores
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards i.e. SS-1 for ''Meetings of the Board of Directors'' and SS-2 for ''General Meetings'' which are prescribed by the Institute of Company Secretaries of India (ICSI) as per Companies Act, 2013.
PERSONNEL
The employee relations have been very cordial during the financial year ended 31st March, 2018. The Board wishes to place on record its appreciation to all its employees for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year. The management team of the Company comprises of young passionate driven professionals committed to achieve the organizational goals.
ACKNOWLEDGEMENT
The directors place on record their high appreciation and contribution made every member of the Indian Terrain family. The Board places on record its appreciation for the support and co-operation the Company has been receiving from its suppliers, distributors, retailers, business partners, investors, regulatory and government authorities.
For and on Behalf of the Board
sd/-
Venkatesh Rajagopal
Place: Chennai Chairman & Managing Director
Date: 28th May, 2018 (DIN: 00003625)
Mar 31, 2015
Dear Members,
The directors have pleasure in presenting the 6th Annual Report
together with the audited accounts of your Company for the year ending
31st March 2015.
Industry and Business Performance
The outlook for India is for economic strengthening through higher
infrastructure spending, increased fiscal devolution to states and
continued reforms to financial and monetary policy. The government
underscored its intention to move steadily to tackle politically
difficult structural issues that have stalled investment and limited
economic performance in recent years. Growth picked up in 2014,
inflation markedly declined and the external position was comfortable,
helped by positive policies and lower global oil prices.
The opportunities for growth in India continue to be immense across all
consumer categories. This fact is also reflected in high levels of
competitive intensity in the marketplace. India's consumer confidence
continues to remain robust.
The total apparel retail market is worth USD 54.08 bn (Rs.324500 crs)
and is growing at 20-21%. It is expected to be worth USD 94.13 bn
(Rs.564972 crs) by 2017.
Modern retail is estimated at 43.1% of this total market and is
expected to grow by much higher growth rate. There has been no slowing
down in modern retail and the industry estimates that it will be
growing at 30-40%.
The growth was primarily driven by the surge in demand for readymade
apparel in semi-urban areas, rising income levels, youth population,
rising influence of the social media and increasing preference for
branded apparel.
Your Brand being positioned as a premium, smart casuals brand today has
a presence in 200 towns and cities. The growing popularity of the
Brand with a strong customer connect enabled the Company to achieve the
revenues of over Rs.290 crs, a growth of 25.14% from previous year.
Profit before Interest, Depreciation and Tax was up by 40.19 % and
stood at Rs.34.29 crs as against Rs.24.46 crs previous year. The Net
Profit After Tax stood at Rs.17.97 crores vis-a-vis Rs.9.88 crores
representing whopping 81.90% increase for 31st March 2015.
Rs. in Crores
FY 2014-15 FY 2013-14
Revenue From Operations 290.41 232.06
Gross Profit / (Loss) before interest and 34.30 24.46
depreciation
Interest 8.63 9.50
Profit / (Loss) before 25.67 14.96
depreciation and tax
Depreciation 2.92 2.46
Profit / (Loss) before tax 22.75 12.50
Provision for Taxation 4.77 2.62
Profit / (Loss) after tax 17.98 9.88
Balance brought forward from 20.77 10.89
previous year
Less: Value of LTO 0.67 -
assets Written off
Balance carried to 38.07 20.77
Balance Sheet
Raise of Capital through Qualified Institutional Placement
The year under review was remarkable and marked a great momentum in
paving the way for the future direction of the Company. Your Company
raised Rs.75 crs as equity to provide the necessary capital to fuel the
future growth through Qualified Institutional Placement during January
2015.
Your Company issued 14.12 lakh shares at Rs.531/- each aggregating to
Rs.75 crs to domestic and international funds.
Consequent to the same, your Company's Paid-Up Share Capital increased
by Rs.1.41 crs and the Securities Premium account increased by Rs.71.41
crs (after deduction of share issue expenses). The additional shares
of 14.12 lakhs were admitted for listing in the National Stock Exchange
of India Limited and Bombay Stock Exchange Limited on February 03 2015.
Dividend
With a view to conserve the resources, the Board of Directors have not
recommended any Dividend for the current financial year.
Finance and Accounts
Your Company has a portion of Accumulated losses and unabsorbed
depreciation transferred pursuant to Demerger and hence the Company is
not liable to Current Tax. However, the Company has charged the Minimum
Alternate Tax (MAT) of Rs.4.77 crores to Profit and Loss Account and
has not considered MAT credit Entitlement as an asset as a matter of
prudence.
During the year under review, your company realigned its Depreciation
Policy in accordance with Schedule II, Companies Act, 2013.
Consequently with effect from 1st April 2014, the carrying value of
assets is now depreciated over its revised remaining useful life.
Where the remaining useful life of the assets is NIL as on 1st April
2014, carrying value of assets amounting to Rs.67.46 lakhs has been
adjusted against opening reserves.
Your Company has settled the dues of HDFC Bank in full during the year
under review. Also your Company has prepaid the term loans of State
Bank of India. The Company presently avails only working capital
facilities from State Bank of India.
The company has not accepted any deposits within the meaning of Section
73 of the Companies Act 2013.
Cash flow Statement
In conformity with the provisions of Clause 32 of the Listing Agreement
with Stock Exchanges, the Cash Flow Statement for the year ended 31st
March 2015 is annexed hereto.
Related Party Transactions
All the transactions with the Related Parties are in the Ordinary
Course of Business and on Arm's length basis. The details on Related
Party Transactions have been disclosed in the notes to accounts. Your
Company has framed a policy on Related Party Transaction and the same
has been displayed on the Company's website www. indianterrain.com
The details of related party transactions pursuant to clause (h) of
sub- section (3) of section 134 of the Act is enclosed in form no.
AOC-2 as Annexure-2
Corporate Governance Report
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI.
The report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms a part of the Annual Report.
The requisite certificate from the Auditor, M/s CNGSN & Associates
confirming the compliance of conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreements with the Stock
Exchanges forms a part of this report.
Management's Discussion and Analysis Report
A detailed review on the operations and performance of the Company
along with the outlook is presented separately under the Management
Discussion and Analysis Report which forms part of this Annual Report.
Compliance with Code of Conduct
Your Company has put in place a Code of Conduct for its Board Members
and Senior Management Personnel. Declarations of Compliance with Code
of Conduct have been received from all the Board Members and Senior
Management Personnel. A Certificate to this effect from Mr. V.
Rajagopal, Chairman and Managing Director forms part of this Report.
Corporate Social Responsibility (CSR)
Your Company has constituted a Corporate Social Responsibility
Committee and the Board has adopted a CSR Policy as recommended by the
Committee. The CSR policy is available in the Company's website
www.indianterrain.com. The particulars relating to CSR committee and
policy have been detailed in Corporate Governance Report.
A sum of Rs.13.25 lakhs had been contributed to Prime Minister's Swatch
Bharath Scheme for the year ended 31st March 2015.
Establishment of Vigil Mechanism
Your Company has in place a vigil mechanism pursuant to which a Whistle
Blower Policy has been adopted by the Board Members. The Whistle Blower
Policy covering all employees and directors is hosted on the Company's
Website www.indianterrain.com
Employee Stock Option Plan (ESOP)
Your Company has introduced Employee Stock Option Plan 2011 in
accordance with SEBI ESOP guidelines. The Particulars of the plans are
given in a separate statement attached to this report and forms part of
it. (Annexure-3)
During the year, the Company pursuant to Employee Stock Option Plan
2011 has allotted 82,500 equity shares on conversion of options
exercised by the employees. Pursuant to the same, your Company's Share
Capital increased by Rs.8.25 lakhs and the Securities Premium Account
increased by Rs.73.43 lakhs
Directors
In accordance with the provisions of Section 152 of the Companies Act
2013, Mrs. Rama Rajagopal retires by rotation at the ensuing Annual
General Meeting and being eligible, offers herself for reappointment.
All Independent Directors have given declaration that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and clause 49 of the Listing Agreement
Extract of Annual Return
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure--4"
Meeting of Board
The particulars relating to the meeting of Board of Directors has been
detailed in Corporate Governance Report which forms part of the report
Key Managerial Personnel
To comply with requirement of Section 203 of the Companies Act, Mr.
V.Rajagopal, Chairman & Managing Director, Mr. M. Thiagarajan, CFO and
Mr. J Manikandan, Company Secretary have been designated as the Key
Managerial Personnel of the Company.
Remuneration Policy
The particulars relating to Directors of remuneration policy has been
detailed in Corporate Governance Report which forms part of the report.
Particulars of Loan, Guarantees or Investments
The Company has not given any loans or guarantees covered under the
provision of section 186 of the Companies Act, 2013. The details of the
investments made by the company are given in the notes to the financial
statements.
Material changes & Commitment, if any affecting the financial position
of the company which have occurred between the end of the financial
year of the company to which the financial statement relate and the
date of the Report - Nil
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Appointment & Remuneration Committees.
The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
Report as per Section 134 read with Rule 8 sub rule 5 of Companies
Accounts Rules 2014:
Change in nature of business, if any: Nil
Details of Director or KMP appointed or resigned: Nil (Only designated)
Name of Companies which become or cease to be its subsidiaries, JV or
associate during the year  Nil
Details relating to deposits covered under Chapter V of Companies Act
2013: Nil
Details of deposits which are not in compliance with the requirements
of Chapter V of Companies Act 2013: Not Applicable
Details of significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and company's
operations in future:
The Company was not in receipt of any orders from the regulator /
courts / tribunals impacting the going concern status of future
operation of the Company. The Company was in receipt of the notice /
order from statutory authorities during the year for claims not
acknowledged by the company as debts. The details of the same have been
provided in Note 27 of the financial statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations.. To maintain its objectivity
and independence, the Internal Audit function reports to the Chairman
of the Audit Committee of the Board & to the Chairman & Managing
Director. The Internal Auditor monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company. Based on the report of internal audit function, process
owners undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board
BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the listing agreement, the company has constituted a business risk
management committee. The details of the committee and its terms of
reference are set out in the corporate governance report which form
part of the Boards report.
At present the company has not identified any element of risk which may
threaten the existence of the company.
Familiarisation Programme for Independent Director:
The Board members are provided with necessary documents / brochures,
reports and internal policies to enable them to familiarize with the
Company's procedures and practices. The details of such familiarization
programmes for the Independent Directors are posted on the website of
the Company (for details, please visit www. indianterrain.com)
Auditors
M/s. Anil Nair & Associates and M/s. CNGSN Associates LLP, Chartered
Accountants, Chennai are the Auditors of the Company. They were
appointed in the 5th Annual General Meeting of the Company till the
conclusion of third consecutive Annual General Meeting of the Company
and subject to ratification by the shareholders at every Annual General
Meeting. A motion for ratification will be placed before the Members of
the Company in the 6th Annual General Meeting for their approval.
M/s Anil Nair and Associates have applied for re-evaluation of
certificate and the process is on-going. As on the date of signing this
Balance Sheet, the Chartered Accountant Firm, M/s Anil Nair and
Associates is yet to the receive the certificate from the Peer Review
Board.
Consequently as a matter of abundant prudence, M/s Anil Nair and
Associates have abstained from signing the Balance Sheet of the
Company. The Annual Accounts of the Company along with it Balance
sheet, statement of Profit and Loss along with Cash flow statement have
been audited and signed by CNGSN & Associates, LLP.
Cost Auditor
Since the Company is not in the purview of Cost Audit, the appointment
of Cost Auditor under the requirement of the provisions under Section
148 of the Companies Act, 2013 is not required for the financial year
2015-16.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Mr. Bhaskar, Company
Secretary in Practice, to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is annexed as "Annexure-5".
Listing Fee
The equity shares of your company are listed on the Bombay Stock
Exchange Limited and National Stock Exchange of India Limited. Your
Company has paid the applicable listing fee to the Stock Exchanges upto
date.
Personnel
Employee relations have been very cordial during the year ended 31st
March 2015. The Board wishes to place on record its appreciation to all
the employees in the company for their sustained efforts and immense
contribution to the high level of performance and growth of the
business during the year. The Management team of your Company comprises
of young passionate driven professionals committed to the
organizational goals.
Policy on Prevention of Sexual Harassment of Woman at Workplace:
Your Company has in place a Policy on Prevention, Prohibition and
Redressal of Sexual Harassment and Non-discrimination at Work Place in
line with the requirements of Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013. All
employees (permanent, contractual, temporary, trainees) are covered
under this policy.
An Internal Complaints Committee (ICC) was set up to redress complaints
received regarding sexual harassment and discrimination at workplace.
During the year ended March 31, 2015, the ICC has received no
complaints pertaining to sexual harassment / discrimination at work
place.
Directors Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013, the directors
would like to state that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed with explanation related to material
departures if any.
ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern
basis.
v) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
vi) The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
Conservation of Energy / Technology Absorption / Foreign Exchange
i. Conservation of Energy:
The operations of the Company are not energy-intensive. However,
wherever possible, the Company strives to curtail the consumption of
energy on a continuing basis.
ii. Technology absorption:
Not applicable.
iii. Foreign Exchange Earning and Outgo:
Total Foreign exchange earned (FOB Value) Rs.0.69 crs
Total Foreign exchange outgo Rs.6.17 crs
Appreciation
Your Directors place on record their deep appreciation to employees at
all levels for their hard work, dedication and commitment. The
unstinted efforts of the employees have enabled your Company to achieve
its goals during the year. The Board places on record its appreciation
for the support and co-operation your Company has been receiving from
its suppliers, distributors, retailers, business partners and others
associated with the Company as trade partners.
The Directors are sincerely thankful to the esteemed Shareholders,
Customers, Banks, Government Departments and Regulatory Authorities for
their continued support.
For and on Behalf of the Board
V. Rajagopal
Chennai, 21st May 2015 Chairman & Managing Director
Mar 31, 2014
Dear Members,
The directors have pleasure in presenting the 5th Annual Report
together with the audited accounts of your Company for the year
ending 31st March 2014.
Outlook and Business Performance
The year that went by was a challenging one for the retail industry and
seen a slowdown in the consumer spending. The GDP growth rate slipped
to 5 percent, down from a 10-year average of 7.8 percent. With growth
still challenging and underlying economic conditions still uncertain,
your Company emerged a stronger brand and stood out in the market
place.
Your Company has recorded net revenues of Rs.232 crs (48% growth) for
the year ended 31st March 2014 as compared to Rs.157 crs during the
previous year. Profit before Interest, Depreciation and Tax was at
Rs.24.46 crs as against Rs.15.77 crs during the previous year. Profit
before Tax stood at Rs.12.50 crs as compared to Rs.4.79 crs in the
previous year and Net Profit after Tax was at Rs.9.88 crs as against a
net profit of Rs.4.11 crs last year.
FY 2013-14 FY 2013-14
Revenue From operations 232.06 156.70
Gross Profit / (Loss) before
interest and depreciation 24.46 15.77
Interest 9.50 9.54
Profit / (Loss) before depreciation
and tax 14.96 6.23
Depreciation 2.46 1.44
Profit/(Loss)beforeExtra-OrdinaryIncome 12.50 4.79
Extra-Ordinary Income
Profit/(Loss)beforetax 12.50 4.79
Provision for Taxation 2.62 0.68
Profit/(Loss)aftertax 9.88 4.11
Balance brought forward from
previous year 10.89 6.78
Balance carried to Balance Sheet 20.77 10.89
India''s retail industry is aggressively expanding itself. The retail
market is expected to touch a whopping Rs 47 trillion (US$ 782.23
billion) by 2016-17, expanding at a compounded annual growth rate
(CAGR) of 15 per cent, according to a study by a leading industrial
body.
With the online medium of retail gaining more and more acceptance,
there is a tremendous growth opportunity for retail companies, both
domestic and international. This has been compounded by easy
availability of debit/credit cards which has contributed significantly
to a strong and growing online consumer culture in India.
Favourable demographics, increasing urbanisation, nuclear families,
purchasing power of consumers, preference for branded products and
higher aspirations are some factors which will drive retail consumption
in the country.
Your Company is constantly evaluating its strategies and actions and
has taken necessary initiatives to meet the demands of the competitive
market.
Finance and Accounts
Your Company has a portion of Accumulated losses and unabsorbed
depreciation transferred pursuant to Demerger and hence the Company is
not liable to Current Tax. However, the Company has charged the Minimum
Alternate Tax (MAT) of Rs.2.50 crores to Profit and Loss Account and
has not considered MAT credit Entitlement as an asset as a matter of
prudence.
The company has not availed any credit facility from any institutions
during the year. The company has not accepted any deposits within the
meaning of Section 58A and 58AA of the Companies Act 1956.
Dividend
With a view to conserve the resources, the Board of Directors have not
recommended any Dividend for the current financial year.
Cash flow Statement
In conformity with the provisions of Clause 32 of the Listing Agreement
with Stock Exchanges, the Cash Flow Statement for the yearended 31st
March 2014 is annexed hereto.
Related Party Transactions
Related Party Transactions have been disclosed in the notes to
accounts.
Corporate Governance Report
Report on Corporate Governance along with the Certificate of Auditor,
M/s CNGSN & Associates confirming the compliance of conditions of
Corporate Governance as stipulated under Clause 49 of the Listing
Agreements with the Stock Exchanges forms a part of this report.
Management''s Discussion and Analysis Report
Management Discussion and Analysis is presented in a separate section
and forms part of this Annual Report.
Compliance with Code of Conduct
Your Company has put in place a Code of Conduct for its Board Members
and Senior Management Personnel. Declaration of Compliance with Code of
Conduct have been received from all the Board Members and Senior
Management Personnel. A Certificate to this effect from Mr. V.
Rajagopal, Chairman and Managing Director forms part of this Report.
Share Capital
During the year, the Company pursuant to Employee Stock Option Plan
2011 has allotted 82,500 equity shares on conversion of options
exercised by the employees. Consequently, the Share Capital has
increased by Rs.8.25 lakhs.
Employee Stock Option Plan (ESOP)
Your Company has introduced Employee Stock Option Plan 2011 in
accordance with SEBI ESOP guidelines. The Particulars of the plans are
given in a separate statement attached to this report and forms part of
it.
Directors
In accordance with the provisions of Section 152 of the Companies Act
2013, Mrs. Rama Rajagopal retires by rotation at the ensuing Annual
General Meeting and being eligible, offers herself for reappointment.
Auditors
M/s Anil Nair & Associates, Chartered Accountants, Chennai and M/s
CNGSN & Associates, Chartered Accountants, Chennai, the Joint Auditors
of the Company, retire at the ensuing Annual General Meeting and are
eligible for re-appointment.
Cost Auditor
Your Company has appointed M/s Rafi & Associates, Cost Accountants,
Chennai as Cost Auditor of your Company for the financial year2014-15.
Listing Fee
The equity shares of your company are listed on the Bombay Stock
Exchange Limited and National Stock Exchange of India Limited. Your
Company has paid the applicable listing fee to the Stock Exchanges upto
date.
Personnel
Employee relations have been very cordial during the year ended 31st
March 2014. The Board wishes to place on record its appreciation to all
the employees in the company for their sustained efforts and immense
contribution to the high level of performance and growth of the
business during the year. The Management team of your Company comprises
of young passionate driven professionals committed to the
organizational goals.
Particulars as per Section 217 of the Companies Act, 1956
A) Pursuant to the requirement of Section 217 (2AA) of the Companies
Act, 1956 and based on the representations received, your Directors
hereby confirm that:
i. In the preparation of the Annual Accounts for the year ended 31st
March 2014, the applicable Accounting Standards have been followed and
there are no material departures;
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;
iii. The Directors have taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv. The Directors have prepared the Annual Accounts on a going concern
basis.
B) Information in accordance with Section 217 (2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules 1975
and "The Companies (Particulars of Employees) Amendment Rules 2011"
None of the employees have drawn remuneration as specified in the Rules
therein.
C) The information pursuant to Section 217 (1) (e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 is given below:
i. Conservation of Energy:
The operations of the Company are not energy-intensive. However,
wherever possible, the Company strives to curtail the consumption
ofenergy on a continuing basis.
ii. Technologyabsorption:
Not applicable.
iii. Foreign Exchange Earning and Outgo:
Total Foreign exchange earned (FOB Value) Rs.0.28 crs Total Foreign
exchange outgo Rs.0.50 crs
Appreciation
Your Directors place on record their deep appreciation to employees at
all levels for their hard work, dedication and commitment. The
unstinted efforts of the employees has enabled your Company to achieve
its goals during the year. The Board places on record its appreciation
for the support and co-operation your Company has been receiving from
its suppliers, distributors, retailers, business partners and others
associated with the Company as trade partners.
The Directors are sincerely thankful to the esteemed Shareholders,
Customers, Banks, Government Departments and Regulatory Authorities for
their continued support.
For and on Behalf of the Board
Dated :20th May 2014 V.Rajagopal
Place : Chennai Chairman & Managing Director
Mar 31, 2013
Dear Members,
The directors have pleasure in presenting the 4th Annual Report
together with the audited accounts of your Company for the year ending
31st March 2013.
Financial Performance
Your Company has recorded net revenues of Rs.157 crs (11% growth) for
the year ended 31st March 2013 as compared to Rs.141 crs during the
previous year. Proft before Interest, Depreciation and Tax was at
Rs.15.77 crs as against Rs.13.05 crs during the previous year. Proft
before Tax stood at Rs.4.79 crs as compared to Rs.2.34 crs in the
previous year and Net Proft after Tax was at Rs.4.11 crs as against a
net proft of Rs.1.77 crs last year.
The fnancial year under review has been a very interesting one with the
brand truly establishing itself during the course of the year and
becoming a brand of choice. There have been good improvements in the
operating parameters of the Company which has resulted in incremental
EBITDA margins. With the excise duty on branded apparel garments made
optional from 1st March 2013, the brand is expecting a further boost on
the operating performance.
The Indian retail story looks quite strong with India''s rapidly growing
consuming class, particularly the consumption of middle-class which is
witnessing a secular growth. The brand is all set for good growth over
the next 2-3 years and will reach newer heights with continued thrust
on product and expansion. The established presence in Metros and Tier-I
cities and the continued penetration into Tier-II and Tier-III cities
will fuel its growth trajectory. Your Company will hit on every
opportunity yet in a cautious manner.
Finance and Accounts
Your Company has a portion of Accumulated losses and unabsorbed
depreciation transferred pursuant to Demerger and hence the Company is
not liable to Current Tax. However, the Company has charged the Minimum
Alternate Tax (MAT) of Rs.0.96 crores to Proft and Loss Account and has
not considered MAT credit Entitlement as an asset as a matter of
prudence.
The company has not availed any credit facility from any institutions
during the year. The company has not accepted any deposits within the
meaning of Section 58A and 58AA of the Companies Act 1956.
Dividend
With a view to conserve the resources, the Board of Directors have not
recommended any Dividend for the current fnancial year.
Corporate Governance Report
Your Company is in compliance with the standards set out by Clause 49
of the Listing Agreement with the Stock Exchanges. A separate report
on Corporate Governance along with Auditors'' Certifcate on compliance
with Corporate Governance is enclosed in the Annual Report and forms
part of this report.
Management''s Discussion and Analysis Report
Management Discussion and Analysis is presented in a separate section
and forms part of this Annual Report.
Share Capital
During the year, the Company pursuant to Employee Stock Option Plan
2011 has allotted 27,500 equity shares on conversion of options
exercised by the employees. Consequently, the Share Capital has
increased by Rs.2.75 lakhs.
Employee Stock Option Plan (ESOP)
Your Company has introduced Employee Stock Option Plan 2011 in
accordance with SEBI ESOP guidelines. The Particulars of the plans are
given in a separate statement attached to this report and forms part of
it.
Directors
Pursuant to Section 255 of the Companies Act, 1956, Mr. N.K. Ranganath
and Mr. P.S. Raman retire by rotation at the ensuing Annual General
Meeting and being eligible, offer themselves for re- appointment.
Auditors
M/s Anil Nair & Associates, Chartered Accountants, Chennai and M/s
CNGSN & Associates, Chartered Accountants, Chennai, the Joint Auditors
of the Company, retire at the ensuing Annual General Meeting and are
eligible for re-appointment.
Cost Auditor
Your Company has appointed M/s Raf & Associates, Cost Accountants,
Chennai as Cost Auditor of your Company for the fnancial year 2013-14.
Personnel
Employee relations have been very cordial during the year ended 31st
March 2013. The Board wishes to place on record its appreciation to all
the employees in the company for their sustained efforts and immense
contribution to the high level of performance and growth of the
business during the year. The Management team of your Company comprises
of young passionate driven professionals committed to the
organizational goals.
Particulars as per Section 217 of the Companies Act, 1956
A) Pursuant to the requirement of Section 217 (2AA) of the Companies
Act, 1956 and based on the representations received, your Directors
hereby confrm that:
i. In the preparation of the Annual Accounts for the year ended 31st
March 2013, the applicable Accounting Standards have been followed and
there are no material departures;
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the fnancial year and of the proft or loss
of the Company for that period;
iii. The Directors have taken proper and suffcient care for maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. The Directors have prepared the Annual Accounts on a going concern
basis.
B) Information in accordance with Section 217 (2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules 1975
and "The Companies (Particulars of Employees) Amendment Rules 2011"
None of the employees have drawn remuneration as specifed in the Rules
therein.
C) The information pursuant to Section 217 (1) (e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 is given below:
i. Conservation of Energy:
The operations of the Company are not energy-intensive. However,
wherever possible, the Company strives to curtail the consumption of
energy on a continuing basis.
ii. Technology absorption: Not applicable.
iii. Foreign Exchange Earning and Outgo:
Total Foreign exchange earned (FOB Value) NIL
Total Foreign exchange outgo Rs.0.23 crs
Appreciation
The Directors are sincerely thankful to the esteemed Shareholders,
Customers, Banks, Suppliers, Government Departments, other Business
Partners and to all its employees for the whole hearted support
provided by them to the Company and its Management.
Date : 3rd May, 2013
Place : Chennai For and on Behalf of the Board
V. Rajagopal
Chairman & Managing Director
Mar 31, 2012
The directors have pleasure in presenting the Third Annual Report of
your Company for the year ending 31st March 2012.
Financial Performance
Your Company has recorded total revenues (gross) of Rs.153 crs (25%
growth) for the year ended 31st March 2012 as compared to Rs.122 crs
(gross) during the previous year. Profit before Interest, Depreciation
and Tax was at Rs.13.05 crs as against Rs. 13.07 crs during the
previous year. Profit before Tax stood at Rs.2.34 crs as compared to
Rs.6.49 crs in the previous year and Net Profit after Tax was at
Rs.2.25 crs as against a net profit of Rs.6.31 crs last year.
The financial year under review has been both challenging as well as
imperative for your Company. The Brand's core strength of Deep
Understanding of Product Positioning, Distribution Pattern and Supply
Chain Advantage has enabled the Company to maintain the Operating
Margins despite increase in raw material prices and excise duty levy.
But the rise in interest costs and the incremental borrowings has taken
a blow on the bottom line of your Company.
With the continued thrust on improved performance, the above strengths
of the brand will get amplified and will result in better efficiencies
in operations.
Finance and Accounts
Your Company has a portion of Accumulated losses and unabsorbed
depreciation transferred pursuant to Demerger and hence the Company is
not liable to Current Tax. However, the Company has charged the Minimum
Alternate Tax (MAT) of Rs.0.47 crores to Profit and Loss Account and
has not considered MAT credit Entitlement as an asset as a matter of
prudence.
The company has not availed any credit facility from any institutions
during the year. The company has not accepted any deposits within the
meaning of Section 58A and 58AA of the Companies Act 1956.
Management's Discussion and Analysis Report
Management Discussion and Analysis is presented in a separate section
and forms part of this Annual Report.
Dividend
With a view to conserve the resources, the Board of Directors have not
recommended any Dividend for the current financial year.
Directors
Pursuant to Section 255 of the Companies Act, 1956, Mr. N.K. Ranganath
and Mr. PS. Raman retire by rotation at the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment.
Auditors
M/s. Anil Nair & Associates, Chartered Accountants, Chennai and M/s
CNGSN & Associates, Chartered Accountants, Chennai, the Joint Auditors
of the Company, retire at the ensuing Annual General Meeting and are
eligible for re-appointment.
Personnel
Employee relations have been very cordial during the year ended 31st
March 2012. The Board wishes to place on record its appreciation to all
the employees in the company for their sustained efforts and immense
contribution to the high level of performance and growth of the
business during the year.
The Management team of your Company comprises of young passionate
driven professionals committed to the organizational goals.
Corporate Governance Report
Your Company is in compliance with the standards set out by Clause 49
of the Listing Agreement with the Stock Exchanges.
A separate report on Corporate Governance along with Auditors'
Certificate on compliance with Corporate Governance is enclosed in the
Annual Report and forms part of this report.
Employee Stock Option Plan (ESOP)
Your Company has introduced Employee Stock Option Plan 2011 in
accordance with SEBI ESOP guidelines. The Particulars of the plans are
given in a separate statement attached to this report and forms part of
it.
Particulars as per Section 217 of the Companies Act, 1956
A) Pursuant to the requirement of Section 217 (2AA) of the Companies
Act, 1956 and based on the representations received, your Directors
hereby confirm that:
i. In the preparation of the Annual Accounts for the year ended 31st
March 2012, the applicable Accounting Standards have been followed and
there are no material departures;
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;
iii. The Directors have taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv. The Directors have prepared the Annual Accounts on a going concern
basis.
B) Information in accordance with Section 217 (2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules 1975
and "The Companies (Particulars of Employees) Amendment Rules 2011"
None of the employees have drawn remuneration as specified in the Rules
therein.
C) The information pursuant to Section 217 (1) (e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 is given below:
i. Conservation of Energy:
The operations of the Company are not energy-intensive. However,
wherever possible, the Company strives to curtail the consumption of
energy on a continuing basis.
ii. Technology absorption:
Not applicable.
iii. Foreign Exchange Earning and Outgo:
Total Foreign exchange earned Rs.0.34 crs
(FOB Value)
Total Foreign exchange outgo Rs.0.16 crs
Appreciation
The Directors are sincerely thankful to you - the esteemed
shareholders, customers, business partners, commercial banks and all
its employees for the valuable support provided by them to the Company
and its Management.
For and on Behalf of the Board
V. Rajagopal
Chennai, 15th May 2012 Chairman & Managing Director
Mar 31, 2011
To the Members,
The directors have pleasure in presenting the Second Annual Report
of your Company for the year ending 31st March 2011.
Scheme of Arrangement
Transfer of Domestic Division of Celebrity Fashions Limited
Yours Company was incorporated on 29th September 2009 with
the objective of taking over the domestic business of Celebrity
Fashions Limited (the Transferor Company) under the brand
name, Indian Terrain, on a going concern basis vide a Scheme
of Arrangement (the Scheme) in accordance with Sections 391
to 394 of the Companies Act, 1956. The Honorable High Court of
Madras approved the Scheme between Celebrity Fashions Limited,
Indian Terrain Fashions Limited and its respective Shareholders
and Creditors vide its order dated 16th August 2010. The Scheme
became effective on 3rd September 2010. The Appointed date of
demerger is 1st April 2010.
Pursuant to the Scheme, the domestic business of Celebrity
Fashions under the brand, Indian Terrain was demerged into Indian
Terrain Fashions Limited with effect from 1st April 2010. Celebrity
Fashions carried on the business in trust on behalf of the Company
from the period 1st April 2010. The frst financial year of active
operations for the Company is FY 2010-11.
The Balance Sheet and Profit and Loss Account and related financial
statements have been made in accordance with the provisions of
the said Scheme.
As per the Scheme, the Committee of the Board of Directors of the
Company issued and allotted on 3rd November 2010, 55,81,331
fully paid-up equity shares of Rs.10/- each to the Share holders of
Celebrity Fashions Limited whose names appeared in the Register
of Members as on the Record Date, viz. 27th October 2010, in the
ratio of 2 (two) equity shares of Rs.10/- each for every 7 (seven)
equity shares held in Celebrity Fashions Limited.
Further the Original Share Capital of Rs.5,00,000/- (50,000 equity
shares of Rs.10/- each) was cancelled and taken to Capital Reserve
account.
The equity shares were listed in the National Stock Exchange of
India Limited and Bombay Stock Exchange on 11th March 2011.
Financial Performance
Rs. In Crs
Total Income 121.76
Total Expenditure 108.70
EBITDA 13.06
Interest & Finance Costs 5.48
Depreciation 1.09
Profit before Tax 6.49
Provision for Taxation 0.18
Profit after Tax 6.31
Appropriation of Profits -
Balance Carried to Balance 6.31
Sheet
Industry Outlook and Operational Highlights
Indian apparel retail sector is one of the important sectors in Indian
retail industry. More than 35% of Indian retail sector comprises of
apparel retailing. The Indian consumer market is likely to grow four
times by 2025. In India, apparel is the second largest retail category,
representing 10% of the US $37 bn. Retail market. It is expected to
grow 12-15% per year. India has one of the largest numbers of retail
outlets in the world.
The branded wear business stakes in India is around Rs.60,000 crores.
Predominant amount of business in the sector for the country is through
branded retail and this includes all kinds of small and big brands sold
through small and big sized retailers. The brand, Indian Terrain as
such has recorded an increase of over 50% during the current financial
year when compared to its stand alone performance during financial year
ending 31st March 2010. The brand crossed the 100 crore turnover mark
during the year and ended the financial year with total revenues of
Rs.121 crs at a CAGR of 61% since inception.
The Company has opened 20 new exclusive outlets during the year under
review. EBITDA for the year stood at 10.80% and Profit after Tax at
5.20%
Finance and Accounts
Consequent to Demerger, the Company will have a portion of Accumulated
losses and unabsorbed depreciation transferred and hence the Company
will not be subject to Current Tax. However, the provision of Minimum
Alternate Tax will be applicable to the Company. An amount of Rs.1.29
crs has been treated as Tax paid in advance and is not charged to Profit
and Loss Account. The company has not availed any credit facility from
any institutions during the year. The company has not accepted any
deposits within the meaning of Section 58A and 58AA of the Companies
Act 1956.
Dividend
This being the frst year of operations for the Company and with a view
to conserve the resources, the Board of Directors have not recommended
any Dividend for the current financial year.
Directors
The Board of Directors has lost one of its strong resources with the
sad and sudden demise of Mr. Raghu Pillai, director of your Company.
The Board sincerely places on record his big efforts and immense
contribution to the growth of the business. Pursuant to Section 255 of
the Companies Act, 1956, Mr. N.K. Ranganath and Mr. P.S. Raman, retire
by rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for re- appointment.
Auditors
M/s Anil Nair & Associates, Chartered Accountants, Chennai and M/s
CNGSN & Associates, Chartered Accountants, Chennai, the Joint Auditors
of the Company, retire at the ensuing Annual General Meeting and are
eligible for re-appointment.
Personnel
Employee relations have been very cordial during the year ended 31st
March 2011. The Board wishes to place on record its appreciation to all
the employees in the company for their sustained efforts and immense
contribution to the high level of performance and growth of the
business during the year. The Management team of our Company comprises
of young professionals who are more dynamic and energetic and above all
are much committed to the organizational goals.
Corporate Governance Report and Management Discussion and Analysis
Statement
A report on Corporate Governance is attached to this Report as also a
Management Discussion and Analysis statement.
Particulars as per Section 217 of the Companies Act, 1956
A) Pursuant to the requirement of Section 217 (2AA) of the Companies
Act, 1956 and based on the representations received, your Directors
hereby confrm that:
i. In the preparation of the Annual Accounts for the year ended 31st
March 2011, the applicable Accounting Standards have been followed and
there are no material departures;
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or loss
of the Company for that period;
iii. The Directors have taken proper and suffcient care for maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. The Directors have prepared the Annual Accounts on a going concern
basis.
B) Information in accordance with Section 217 (2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules 1975
and "The Companies (Particulars of Employees) Amendment Rules 2011"
None of the employees have drawn remuneration as specifed in the Rules
therein.
C) The information pursuant to Section 217 (1) (e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 is given below:
i. Conservation of Energy:
The operations of the Company are not energy-intensive. However,
wherever possible, the Company strives to curtail the consumption of
energy on a continuing basis.
ii. Technology absorption: Not applicable.
iii. Foreign Exchange Earning and Outgo:
Total Foreign exchange earned (FOB Value) Rs.15.13 lakhs Total Foreign
exchange outgo Rs. 8.98 lakhs
Appreciation
The Directors are sincerely thankful to you à the esteemed
shareholders, customers, business partners, financial / investment
institutions, commercial banks and all its employees for the valuable
support provided by them to the Company and its Management.
For and on Behalf of the Board
V. Rajagopal
Chennai, 30th May 2011 Chairman & Managing Director
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on Indian Terrain Fashions Ltd.
-
Indian Terrain Fashions Ltd. Tools
- Bulk Deals
- Block Deals
-
Indian Terrain Fashions Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- BSE Price History
- NSE Price History
-
Indian Terrain Fashions Ltd. Key Financial Ratios
- Ratios
-
Indian Terrain Fashions Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
Indian Terrain Fashions Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
Indian Terrain Fashions Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
Indian Terrain Fashions Ltd. Corporate Announcements
- Book Closure
- Board Meetings
-
Stocks To Buy Today, Dec 19: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Friday -
Stocks To Buy Today, Dec 18: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday -
Stocks To Buy Today, Dec 17: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Wednesday -
Stocks To Buy Today, Dec 16: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
India Stock Market Weekly Review: Nifty and Sensex Fall as Caution Spreads -
Stocks To Buy Today, Dec 15: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday
-
Stocks To Buy Today, Dec 12: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Friday -
Market Outlook 2026: Kotak Securities Sees Nifty 50 at 30,000; THESE 4 Sectors Lead Rally, Gold To Stay Strong -
Stocks To Buy Today, Dec 10: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Wednesday -
D-Street Bleeds For 2nd Day! Sensex Slumps 678 Pts; Nifty Cracks 25,800; Why Stock Market Is Falling Today? -
Stocks To Buy Today, Dec 9: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
Stocks To Buy Today, Dec 8: Top 4 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday -
Stock Market Alert! Major Pre-Open Session Change From Dec 8: Full Timings, Rules & All You Need To Know -
Bank Nifty Surges: RBI’s 25 bps Rate Cut Triggers Strong Upside in Major Banking Stocks -
Closing Bell: Sensex Ends 158 pts Higher, Nifty Climbs Above 26,000; Hero MotoCorp, HAL Up 2% Each -
Stocks To Buy Today, Dec 4: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday
-
Block for 8 hours
-
Block for 12 hours
-
Block for 24 hours
-
Don't block
Sign in with Google- Male
- Female
- Others
- Under 18
- 18 to 25
- 26 to 35
- 36 to 45
- 45 to 55
- 55+