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SM Enterprises 4005 6869
Fa s h i o n B r a n d S t h at c o m e a l i v e
Lifestyle experience
Growing Reach
Exclusive brands are the essence of our
customer proposition, especially under
our Westside banner. Exclusive brands
with sharply defined positioning are key
to credibly differentiating our offer in
an increasingly cluttered market. As we
reinforce this conviction, we are taking
resolute steps forward to make our brands
come alive.
Westside offers a compelling range of
western fashion through a bouquet of
exclusive brands from the Nuon range of
edgy fashion to flattering options for the
curvier lady with Gia.
Our ethnic offer is integral to the Westside
proposition and now, also goes beyond with
edgy fusion attire, and the Zuba range of
premium ethnic wear, which has especially
struck a chord.
In sync with our emphasis on exclusive
brands – Wunderlove, an enchanting range
of women’s innerwear launched in August
2014 to an encouraging reception from our
customers.
The Studiowest range of cosmetics,
perfumes and bath & body products
debuted in Westside stores, also to a
welcoming response.
Our men’s offer has seen much action
over the last year. We now have 7
exclusive brands that offer a range of
fashionable looks from the young and
trendy NUON collection to the E.T.A
fusion wear with ethnic roots.
WESTSIDE FLAGSHIP STORE IN COMMERCIAL STREET, BANGALORE
A widely accessible,
lifestyle shopping
experience is another key
ingredient in making our
brands come alive and in
being a one stop shop for
compelling yet aspirational
fashion across India
Trent Hypermarket ltd. (THL) is now a
50:50 joint venture between Trent and
the global retail giant TESCO Plc. THL
is focused on evolving a robust model
for food retailing in India and has made
several strides in this quest including
by venturing into food focused
convenience stores, as part of its
multi-format strategy.
Star Extra Store in Varthur Road, Bangalore
A complete shopping destination for
customers that satisfies the needs
of the customer and the community
from grocery shopping, electronics,
furniture, apparel to eateries. Star
Bazaar will be the key anchor of a
Star Extra.
A supermarket store format, from
5000 to 15000 sq. ft. that satisfies
the needs of the customer by
providing for a top up or a weekly/
monthly shop in fresh offerings
including meats, groceries, dairy,
bakery, ready to eat, health &
beauty and general merchandise
products.
A hypermarket store format that
is spread over a large area of over
30,000 sq. ft. and offers the entire
spectrum of product categories,
ranging from fresh food, groceries,
apparel and general merchandise.
We provide a range of more than
30,000 items at great prices,
showcased in a modern shopping
environment.
A neighborhood store, from 2000
to 5000 sq. ft., that satisfies the
needs of the customer by providing
for a top up or a weekly shop in
fresh offerings including meats,
groceries, dairy, bakery, ready to
eat, health & beauty and basic
general merchandise products.
The restructured Landmark business
is evolving into a compelling family
entertainment format and is primarily
presented alongside Westside stores.
The Sportzone association is a further
step in the evolution of the format and
showcases the commitment to product
ranges that synchronize with rapidly
changing lifestyles
Gross Fixed Assets (in INR Cr.)
555.64
550
480.12
500
450
400
350
362.98
375.32
330.19
300
2011
FINANCIAL HIGHLIGHTS
2012
2013
2014
2015
Turnover (Sales) (in INR cr)
1405.34
1400
1284.1
1200
932.82
1000
800
600
818.73
673.95
2011
100.03
PROFIT AFTER TAX
INR Cr.
555.64
GROSS FIXED ASSETS
INR Cr.
1405.34
TURNOVER
30.1
EPS
2012
2013
2014
2015
EPS - Basic (Rupee / share)
30.1
30
25
21.46
20.75
20.34
20
16.32
15
2011
2012
2013
2014
2015
Profit After Taxes (in INR Cr.)
INR Cr.
110
100.03
100
90
80
70
62.26
60
50
40
54.24
47.27
43.03
30
20
2011
2012
2013
2014
2015
Contents
Financial Statistics................................................................................................................................................................... 02
Board of Directors................................................................................................................................................................... 03
Directors’ Report...................................................................................................................................................................... 04
Management Discussion and Analysis............................................................................................................................ 36
Corporate Governance Report........................................................................................................................................... 54
Auditor’s Report....................................................................................................................................................................... 80
Balance Sheet........................................................................................................................................................................... 84
Profit and Loss Account........................................................................................................................................................ 85
Notes forming part of the Balance Sheet and Profit & Loss Account................................................................... 86
Cash Flow Statement............................................................................................................................................................. 123
Consolidated Financial Statements
Auditor’s Report....................................................................................................................................................................... 124
Balance Sheet........................................................................................................................................................................... 130
Profit and Loss Account........................................................................................................................................................ 131
Notes forming part of the Balance Sheet and Profit & Loss Account................................................................... 132
Cash Flow Statement............................................................................................................................................................. 165
Form AOC -1 ............................................................................................................................................................................. 166
Annual General Meeting
Time
Venue
: 7th August 2015
: 11.00 a.m.
: Rangaswar Auditorium,
Y. B. Chavan Centre,
4th Floor, General Jagannath Bhosale Marg,
Nariman Point,
Mumbai – 400 021
book closure DATES
29 July 2015 to 31st July 2015 (both days inclusive)
th
TRENT ~ 63rd ANNUAL REPORT
1
2
TRENT ~ 63rd ANNUAL REPORT
15.76
19.53
19.53
27.04
35.96
38.70
40.23
33.23
33.23
2006-07
2007-08
2008-09
2009-10
2010-11
2011-12
2012-13
2013-14
2014-15
1,338.69
1,283.19
1,498.80
1,315.48
1,046.00
613.47
587.23
586.30
371.73
255.17
225.00
225.00
225.00
240.00
275.00
250.52
165.55
65.61
65.67
65.72
Borrowings
705.15
424.97
395.18
395.85
469.34
308.22
232.97
Investments
862.40
433.95 1,037.45
379.30
308.73 1,040.44
304.71
291.76
223.45
108.69
125.29
85.02
71.96
Net
Block
Note : Figures are regrouped whereever neccesary
14.43
2005-06
Year
Reserves
Capital
and
Surplus
CAPITAL ACCOUNTS
Financial Statistics
TRENT LIMITED
1,432.47
1,306.36
996.19
912.04
729.32
581.58
521.02
521.02
450.31
342.66
1,310.14
1,221.84
896.52
842.36
652.51
531.25
483.51
474.84
401.41
300.35
39.84
25.60
16.62
15.95
13.63
11.85
9.23
8.86
7.91
8.00
Net
DepreNet
Expendiciation
Revenue
ture
138.89
68.25
80.77
44.58
60.32
49.85
28.28
37.32
40.99
34.29
Profit
Before
Taxes
100.03
54.24
62.26
47.27
43.04
40.22
26.76
32.86
32.41
24.38
Profit
After
Taxes
40.00
27.21
27.22
19.95
17.53
15.19
12.57
15.25
12.91
10.69
Dividend
including
Div. Tax
REVENUE ACCOUNTS
100
70
70
65
75
65
55
70
70
65
Dividend
Per
Equity
Share
%
30.10
16.32
20.34
20.75
21.46
20.53
13.70
17.92
20.66
17.19
Earnings
Per
Share
Basic`
(` in Crores)
Chairman Emeritus
S. N. Tata
Board of Directors
N. N. Tata (Chairman)
A. D. Cooper
Z. S. Dubash
B. Bhat
S. Susman
B. N. Vakil
H. Bhat
S. Singh (appointed w.e.f. 3rd March 2015)
A. Sen (appointed w.e.f. 27th May 2015)
P. Auld (Managing Director w.e.f. 4th November 2014)
P. Venkatesalu (Executive Director & CFO w.e.f. 1st June 2015)
Company Secretary
M. M. Surti
Registered Office
Bombay House,
24, Homi Mody Street,
Mumbai - 400 001
CIN : L24240MH1952PLC008951
Tel:022-6665 8282
Fax:022-2204 2081
E-mail: investor.relations@trent-tata.com
Visit us: www.mywestside.com
Registrar and Transfer Agents
TSR Darashaw Limited
6-10, Haji Moosa Patrawala Industrial Estate,
20, Dr. E. Moses Road, Mahalaxmi, Mumbai - 400 011
Tel: 022-6656 8484
Fax: 022-6656 8494
E-mail: csg-unit@tsrdarashaw.com
Solicitors
AZB and Partners
Auditors
M/s. N. M. Raiji & Co.,
Chartered Accountants
Bankers
Citibank N.A.
ICICI Bank Limited
HDFC Bank Limited
TRENT ~ 63rd ANNUAL REPORT
3
DIRECTORS’ REPORT
TO THE MEMBERS OF
TRENT LIMITED
The Directors present their Sixty Third Annual Report together with the Audited Financial Statements for
the year ended 31st March 2015.
1. Financial Results
Standalone
Consolidated
2014-2015
2013-2014
2014-2015
2013-2014
`Crores
`Crores
`Crores
`Crores
1432.47
1306.36
2381.44
2394.39
138.89
68.25
199.50
1.49
38.86
14.01
70.07
20.22
100.03
54.24
129.43
(18.73)
Less: Minority share of Profit/(Loss)
-
-
0.10
(0.14)
Less: Pre acquisition Profit / (Loss)
-
-
-
(0.04)
Profit /(Loss) after Minority Interest
100.03
54.24
129.33
(18.55)
Add: Balance brought forward from
previous year
101.19
92.16
(109.67)
(40.75)
(4.53)
-
(5.35)
(5.16)
196.69
146.40
14.31
(64.46)
33.23
23.26
33.23
23.26
-
0.00
-
0.00
6.77
3.95
6.77
3.95
20.00
5.00
20.00
5.00
5.00
6.00
5.00
6.00
-
7.00
-
7.00
131.69
101.19
(50.69)
(109.67)
196.69
146.40
14.31
(64.46)
Total Income
Profit before tax
Less: Provision for taxation
Profit after tax
Amount debited to opening reserves
Balance available for Appropriations
Appropriations
Proposed Dividend on:
Equity Shares
Preference Dividend Paid (full figure for
FY 2013-14 is `11,891)
Tax on dividend
Transfer
Reserve
to
Debenture
Redemption
Transfer to General Reserve
Transfer to Capital Redemption Reserve
Balance carried forward
On a standalone basis, income for the year at `1432.47 crores increased by 9.65% from the previous
year’s `1306.36 crores, profit before tax for the year at `138.89 crores increased by 103.50% (40%
excluding exceptionals) from the previous year’s `68.25 crores and profit after tax for the year at
`100.03 crores increased by 84.42% from the previous year’s `54.24 crores.
4
TRENT ~ 63rd ANNUAL REPORT
On a consolidated basis, income for the year was `2381.44 crores, profit before tax for the year was
`199.50 crores and profit after tax for the year was `129.33 crores. The consolidated results of the
Company for the year under review are not comparable with the reported consolidated results for
FY13-14, especially consequent to the transition of Trent Hypermarket Limited to a 50:50 joint venture
from being a wholly owned subsidiary earlier.
Significant exceptionals in the year under review include the profit on part sale of stake held by
the Company in Trent Hypermarket Limited and the charge relating to restructuring of Landmark
operations.
2. Dividend
The Board of Directors recommended payment of dividend of 100% i.e. `10 per Equity Share (previous
year @ 70% i.e. `7.00 per share) which includes a one time special dividend of 25% i.e. `2.50 per equity
share, for approval by the shareholders on 3,32,31,544 Equity Shares of `10 each for the year ended
31st March 2015. This along with dividend distribution tax represents a payout ratio of around 39.99%
of the profit after tax. The special dividend is recommended by the Board of Directors primarily in
the context of the gains realized by the Company on part monetization of the stake held in Trent
Hypermarket Limited.
3. Significant developments
A brief overview of the significant developments with respect to the Company and its key subsidiaries
& joint ventures is as below. The Management Discussion & Analysis presents a more detailed
commentary including the background and the rationale thereof.
Joint Venture with Tesco, UK
Trent Hypermarket Limited (“THL”) operates the Star Bazaar retail business.
In the month of June 2014, Tesco Overseas Investments Limited (“Tesco”), a wholly owned subsidiary
of Tesco PLC, UK, purchased part of the equity shares held by the Company in THL for an amount of
`150 crores and separately subscribed to additional THL equity shares for an amount of `700 crores.
Following the said investment, the Company and Tesco each hold a 50% stake in THL. Consequently,
THL is now a joint venture of the Company with Tesco.
In the month of January 2015, the Company and Tesco further invested an amount of `150 crores each
in THL’s Rights Issue.
Purchase of stake of Tesco Hindustan Wholesaling Private Limited by THL
Tesco Hindustan Wholesaling Private Limited (“THWPL”) is engaged in the business of wholesale
trading of variety of food and non-food products, including fast moving consumer goods, general
merchandise, fruits, vegetables and staples. THWPL had also developed backend infrastructure in
terms of warehousing facilities, people and related processes.
THL acquired 100% stake of THWPL in January 2015 and consequently THWPL is now a wholly owned
subsidiary of THL.
Scheme of Amalgamation
In order to streamline the group structure, the Board of Directors of THL, THWPL and Virtuous Shopping
Centres Limited (“Virtuous”) in the month of January 2015 approved the Scheme of Amalgamation of
TRENT ~ 63rd ANNUAL REPORT
5
THWPL and Virtuous with THL. Virtuous, a wholly owned subsidiary of THL, through its subsidiary, owns
a real estate asset in Pune, Maharashtra and otherwise does not have any separate operations.
As THWPL and Virtuous are wholly owned subsidiaries of THL, no shares of THL would be issued and
allotted pursuant to the proposed Scheme.
The Scheme is subject to the requisite approval of the High Courts and other relevant regulatory
authorities.
Landmark restructuring
During the year under review, the Company undertook a significant restructuring exercise with respect
to the Landmark business. This exercise was taken up in the context of the evolving environment for
retailing of categories handled by the Landmark business (including books, music, gaming etc.) and
the headwinds posed by muted performance of the Landmark store portfolio. The exercise involved
significant rationalization of the store portfolio, further restructuring of the product offer and material
changes to look & feel of the 5 retained stores. Consequently, the Company has taken an exceptional
charge of `35.64 crores in the FY 2014-15.
Sport Zone
In the month of April 2015, the Company launched ‘Sport Zone’ in its Bangalore store as an integral
part of the Landmark offer. Sonae SR operates the largest chain of sports shops in Portugal under the
banner Sport Zone. The innovative products & equipment developed and marketed by Sport Zone
will be available to the Indian customers in select Landmark stores managed by the Company. The
partnership plans to open the first five Sport Zone outlets by end of 2016.
4. Management Discussion and Analysis
A separate section on Management Discussion and Analysis (MD&A) is included in the Annual Report as
required in Clause 49 of the Listing Agreement with BSE Limited and National Stock Exchange of India
Limited. The MD&A includes discussion on the following matters within the limits set by the Company’s
competitive position: industry prospects & developments, opportunities & risks, the performance of
key retail formats & the outlook for the business, risks & concerns, internal control systems & their
adequacy and discussion on financial performance.
5. Business Excellence Initiative
The Company participates in the Tata Business Excellence Model (“TBEM”) business maturity review and
evaluation mechanism. TBEM emphasizes quality, leadership, strategic planning, customer orientation
& services, process orientation, human relations, shareholder value and commitment to community
development.
6. Board and Committee Meetings
The Board met 8 times during the FY 2014-15.
The Audit Committee consists of Mr. A.D. Cooper as the Chairman and Mr. N.N. Tata, Mr. Z.S. Dubash,
Mr. B.N. Vakil & Mr. A. Sen as members. There have not been any instances during the year when
recommendations of the Audit Committee were not accepted by the Board.
Details of the composition of the Board and its Committees and of the Meetings held and attendance
of the Directors at such meetings are provided in the Corporate Governance Report.
6
TRENT ~ 63rd ANNUAL REPORT
7. Directors
Mr. H. Bhat was appointed as an additional director of the Company with effect from 1st April 2014.
He held office upto the date of the Annual General Meeting (AGM) held on 14th August 2014. He was
appointed as a Director of the Company at the said AGM.
In accordance with the provisions of the Companies Act, 2013 (“the Act”), Mr. H. Bhat is liable to retire
by rotation at the ensuing AGM and is eligible for re-appointment.
At the AGM held on 14th August 2014, the members have approved the appointment of Mr. Z.S. Dubash,
Mr. S. Susman and Mr. B.N. Vakil as Independent Directors for a term of 5 years. At the said AGM, the
shareholders also approved the appointment of Mr. A.D. Cooper as an Independent Director from the
date of AGM till 23rd August 2015 (retirement date).
Ms. S. Singh and Mr. A. Sen have been appointed as additional directors (Independent Director) of the
Company with effect from 3rd March 2015 and 27th May 2015 respectively to hold office for a period of
two years from their respective date of appointment, subject to Members’ approval at the forthcoming
AGM. They are not liable to retire by rotation. As additional directors, they hold office as Director
upto the date of the forthcoming AGM and are eligible to be appointed as Directors. Notices have
been received from a member pursuant to Section 160 of the Act signifying his intention to propose
Ms. Singh and Mr. Sen for appointment as Directors of the Company.
All the Independent Directors have given declarations that they meet the criteria of independence as
laid down under Section 149(6) of the Act and Clause 49 of the listing agreement entered into with the
Stock Exchanges.
Mr. P. Auld, Chief Executive Officer and ‘Manager’ of the Company was appointed as an additional
Director (designated as ‘Managing Director’) of the Company with effect from 4th November 2014. He
holds office as Director upto the date of the forthcoming AGM. A notice has been received from a
member pursuant to Section 160 of the Act signifying his intention to propose Mr. Auld for appointment
as a Director of the Company.
Mr. P. Venkatesalu, Chief Financial Officer of the Company, was appointed as an additional Director
(designated as ‘Executive Director and Chief Financial Officer’) of the Company with effect from 1st June
2015. He holds office as Director upto the date of the forthcoming AGM. A notice has been received
from a member pursuant to Section 160 of the Act signifying his intention to propose Mr. Venkatesalu
for appointment as a Director of the Company.
8. Key Managerial Personnel
Mr. P. Auld - Managing Director, Mr. P. Venkatesalu - Chief Financial Officer and Mr. M.M. Surti
- Company Secretary are the Key Managerial Personnel as per the provisions of the Companies Act,
2013 and were already in office before the commencement of the Act.
Mr. P. Auld, was earlier ‘Manager’ of the Company (under the Companies Act) and was appointed as
Managing Director of the Company with effect from 4th November 2014.
9. Particulars of loans, guarantees or investments
Particulars of loans given, investments made, guarantees given and securities provided are disclosed in
the standalone financial statements.
TRENT ~ 63rd ANNUAL REPORT
7
10. Related Party Transactions
All related party transactions that were entered into during the financial year were in the ordinary
course of the business and on an arms length basis. The Company has nothing to report in Form AOC-2,
hence, the same is not annexed.
The Company has adopted a policy on Related Party Transactions. The policy as approved by the Audit
Committee and the Board of Directors is uploaded on the website of the Company and the link for the
same is http://www.mywestside.com/WebPages/InnerPages/Policies-information.aspx
11. Risk Management Policy
The Company has a Risk Management Policy consistent with the provisions of the Act and Clause 49 of
the Listing Agreement.
The Internal Audit Department facilitates the execution of Risk Management Practices in the Company,
in the areas of risk identification, assessment, monitoring, mitigation and reporting. The Company
has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk
assessment and related procedures & status.
The current risk register and the comprehensive risk policy have been further reviewed during the year.
The major risks forming part of the Enterprise Risk Management process are also aligned with the audit
universe, to the extent seen appropriate/relevant.
12. Subsidiaries, associates and joint venture companies
Key subsidiaries/joint ventures
a. Trent Hypermarket Limited (“THL”), a joint venture of the Company, operates the Star (including
under the banners Star Bazaar, Star Market & Star Daily) retail business.
THL reported a total revenue of `790.14 crores (`795.35 crores in FY 2013-14) for the period under
review and loss before tax of `65.36 crores (`69.79 crores in FY 2013-14).
b. Fiora Hypermarket Limited (“FHL”), a subsidiary of the Company, is engaged in the retailing
business. FHL operates hypermarket stores in the name of Star Bazaar (Please see commentary in
the Management Discussion & Analysis for the background & context for FHL also operating Star
Bazaar stores). FHL reported a total revenue of `144.96 crores for the period under review and loss
before tax of `17.81 crores.
c. Fiora Services Limited (“FSL”), a subsidiary of the Company, continues to render various services
in terms of sourcing activities, warehousing, distribution, clearing and forwarding. FSL reported a
total revenue of `42.83 crores (`30.99 crores in FY 2013-14) for the period under review and profit
before tax of `2.39 crores (`0.04 crores in FY 2013-14).
d. Inditex Trent Retail India Private Limited (“Inditex”), a joint venture of the Company, is engaged
in the retailing business. Inditex operates stores in the name of ‘Zara’. Inditex reported a total
revenue of `720.63 crores (`580.70 crores in FY 2013-14) for the period under review.
The Company has 7 subsidiaries and 3 joint ventures as on 31st March 2015. Pursuant to provisions
of Section 129(3) of the Act, a statement containing salient features of the financial statements of
the Company’s subsidiaries and joint ventures in Form AOC-1 is attached to the financial statements
of the Company.
8
TRENT ~ 63rd ANNUAL REPORT
Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company,
consolidated financial statements along with relevant documents and separate audited accounts in
respect of subsidiaries, are available on the website of the Company.
Westland Limited (“Westland”) is a subsidiary of the Company. Duckbill Books and Publications Limited
(“Duckbill”) ceased to be a subsidiary of Westland with effect from 31st December, 2014, consequent to
sale of the stake held by Westland in Duckbill.
13. Deposits
During the year under review, the Company has not accepted any deposits from the Public. As on
31st March 2015, there were no deposits which were unclaimed and due for repayment.
14. Significant and material orders passed by regulators or courts
No significant or material orders were passed by the regulators or courts or tribunals impacting the
going concern status and Company’s operations in future.
15. Internal Financial Controls
Your Company has laid down standards and processes which enable internal financial control across
the Company and ensured that the same are adequate and are operating effectively.
Details of the internal controls system are given in the Management Discussion and Analysis Report,
which forms part of the Director’s Report.
16. Particulars of Employees
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as
Annexure A.
The information required under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of
the first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Shareholders
excluding the aforesaid Annexure. Any Shareholder interested in obtaining the same may write to the
Company Secretary at the Registered Office of the Company.
17. Annual evaluation made by the Board of its own performance and that of its committees and
individual directors
Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out
an annual evaluation of its own performance, performance of the Directors as well as the evaluation of
the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and
time schedule for the Performance Evaluation process for the Board and its Directors.
The Board’s functioning was evaluated on various aspects, including inter alia degree of fulfillment of
key responsibilities, Board structure and composition, establishment and delineation of responsibilities
to various Committees, effectiveness of Board processes, information and functioning.
TRENT ~ 63rd ANNUAL REPORT
9
The Directors were evaluated on aspects such as attendance and contribution at Board/ Committee
Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition,
the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda
of the Board, encouraging active engagement by all Board members and motivating and providing
guidance to the Managing Director.
Areas on which the Committees of the Board were assessed included degree of fulfillment of key
responsibilities, adequacy of Committee composition and effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out by the entire Board, excluding
the Director being evaluated. The performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors who also reviewed the performance of the
Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of
the Board and its Directors.
The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate.
Significant highlights, learning and action points with respect to the evaluation were presented to the
Board.
18. Company’s Policy on Directors’ appointment and remuneration, etc.
Procedure for Nomination and Appointment of Directors
The Nomination and Remuneration Committee is responsible for developing competency requirements
for the Board, based on the industry and strategy of the Company. Board composition analysis reflects
in-depth understanding of the Company, including its strategies, environment, operations, financial
condition and compliance requirements.
The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a
periodic basis, including each time a Director’s appointment or re-appointment is required. The
Committee is also responsible for reviewing and vetting the CVs of potential candidates vis-à-vis the
required competencies and meeting potential candidates, prior to making recommendations of their
nomination to the Board.
Criteria for determining Qualifications, Positive Attributes and Independence of a Director
The Nomination and Remuneration Committee has formulated the criteria for determining
qualifications, positive attributes and independence of Directors in terms of provisions of Section 178
(3) of the Act and Clause 49 of the Listing Agreement.
Independence: In accordance with the above criteria, a Director will be considered as an ‘Independent
Director’ if he/ she meets with the criteria for ‘Independent Director’ as laid down in the Act and Clause
49 of the Listing Agreement.
Qualifications: A transparent Board nomination process is in place that encourages diversity of
thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has
an appropriate blend of functional and industry expertise. While recommending the appointment of
a Director, the Nomination and Remuneration Committee considers the manner in which the function
and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.
Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of
the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal
10
TRENT ~ 63rd ANNUAL REPORT
and communication skills and soundness of judgment. Independent Directors are also expected to
abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to the Act.
Remuneration Policy
The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and
other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement.
The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the
Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration
Policy of the Company is aligned to this philosophy.
The Nomination and Remuneration Committee has considered the following factors while formulating
the Policy:
(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate Directors of the quality required to run the Company successfully;
(ii) Relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a
balance between fixed and incentive pay reflecting short and long-term performance objectives
appropriate to the working of the Company and its goals.
It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees
is as per the Remuneration Policy of the Company. Details of the Remuneration Policy are given in the
Corporate Governance Report.
19. Details of establishment of vigil mechanism
The Board of Directors on the recommendations of the Audit Committee has approved and adopted a
Whistle Blower Policy that provides a formal mechanism for all employees of the Company to approach
the Chairman of the Audit Committee/ Chief Ethics Counselor of the Company and make protective
disclosure about the unethical behavior, actual or suspected fraud or violation of the Company’s
Code of Conduct. The details of the Whistle Blower Policy is available on the website of the Company
(www.mywestside.com)
20. Corporate Social Responsibility
The Company’s Corporate Social Responsibility (“CSR”) policy takes into consideration the Tata group’s
overall CSR strategy and values and aligns its focus areas as per the guidelines mentioned under the
Tata Affirmative Action Initiative, focus areas being Education, Employment, Employability and other
key allied social initiatives with an aim to improve the quality of life of those we are associated with and
communities we work in.
In order to make the community initiatives sustainable in the long run, the Company’s approach to
societal responsibilities and support of key communities is linked to its business and core competencies.
The organization approaches all such initiatives with the philosophy of it being beneficial to the
business as well and focuses on:
•
Creating more jobs for the society by following a growth agenda, and recruiting freshers from the
local communities
TRENT ~ 63rd ANNUAL REPORT
11
•
Increasing employability of the employees at the entry level through cross training so that they
can also pursue enriching careers within and outside the enterprise.
Today around 21% of the Company’s workforce comes from the Affirmative Action communities.
Through the Star & Diya programme, the Company’s supports NGO projects in areas of Child Education &
Nutrition across store locations. This initiative has been carried out during Diwali and Christmas festival
promotions initiatives at Westside and Landmark stores. This programme enables the customers to
participate in ‘giving’ by lighting a diya during Diwali, or putting up a star on the Christmas tree during
the Christmas season; proceeds of which are routed to select NGOs who are engaged in community
work. Through this annual initiative, the Company supports children hailing from disadvantaged
communities by providing financial assistance in various forms like educational scholarships, midday
meals, infrastructure development. Organizational and store volunteers visit NGOs to interact and
explore opportunities to improve cooperation. The stores (Westside & Landmark) collectively raised
an amount of `81 lacs that supported 24 education and nutrition projects that benefitted nearly 4500
children across locations.
The Company has also set up 8 school libraries in English medium Municipal schools in Mumbai in
partnership with Room to Read India Trust, a public charitable trust that works in collaboration with
communities and local governments across Asia and Africa to develop literacy skills and a habit of
reading among primary school children.
Through this project, the Company focuses on promoting reading skills and focusing towards
developing literacy, among the primary school children and thereby progressing with the older
children.
The Company, through its Westside and Landmark stores across locations in India continue to raise
funds for Tata Medical Center. The funds raised are used for treatment of underprivileged cancer
patients.
Regular donations in kind by employees through materials such as clothes, toys, footwear are done
regularly to responsible NGO partners like GOONJ India and Bigger Than Life and Guru Nanak Hospital
(medicines). Employees have been part of these initiatives offering their support through regular
volunteering.
In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility
Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee and
statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms
part of this Report as Annexure B.
21. Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Parikh
& Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company for
the year ended 31st March, 2015. The Secretarial Audit Report is annexed as Annexure C.
22. Extract of Annual Return
Pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the extracts of the Annual Return as at 31st March 2015
forms part of this report as Annexure D.
12
TRENT ~ 63rd ANNUAL REPORT
23. Corporate Governance
A separate section on Corporate Governance is included in the Annual Report along with the certificate
from the Company’s Auditors confirming compliance with conditions on Corporate Governance as
stipulated in Clause 49 of the Listing Agreements with BSE Limited and National Stock Exchange of
India Limited.
24. Directors’ Responsibility Statement
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 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 2014-15.
Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge
and ability, confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed
and that there were no material departures;
(b) the Directors had 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 of the Company for
that period;
(c) the Directors had 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 had prepared the annual accounts on a going concern basis;
(e) 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; and
(f ) the Directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
25. Auditors
M/s. N.M. Raiji & Co., Chartered Accountants, were reappointed as the Auditors of the Company at the
last Annual General Meeting (AGM) held on 14th August 2014, to hold office from the conclusion of
that AGM till the conclusion of Sixty Fifth AGM of the Company to be held in the year 2017. In terms of
the provisions of Section 139 of the Companies Act, 2013, the appointment of the auditors has to be
placed for ratification at every AGM. Accordingly, the appointment of M/s. N.M. Raiji & Co., Chartered
Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.
26. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace
The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment
at the Workplace, to provide protection to employees at the workplace and for prevention and
redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the
TRENT ~ 63rd ANNUAL REPORT
13
objective of providing a safe working environment, where employees feel secure. The Company has
also constituted an Internal Complaints Committee to consider and to redress complaints of sexual
harassment. The Committee has not received any complaint of sexual harassment.
27. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
A. Conservation of Energy: The Company consciously makes all efforts to conserve energy across all
its operations.
B. Technology Absorption : Nil
C. Foreign Exchange Earnings and Outgo: Foreign Exchange earnings and outgo are stated on
page 111 in the notes to the Balance Sheet and Profit and Loss Account. The Company earned
`25.21 crores in foreign currency from retail sales through International credit cards.
28. Acknowledgements
The Board wishes to place on record their sincere appreciation for the continued support which
the Company has received from its customers, suppliers, shareholders, promoters, bankers, group
companies and above all, its employees.
On behalf of the Board of Directors
Noel N. Tata
Chairman
Mumbai, 27th May 2015
Distribution of Revenue 2014-2015 (` in crores)
Operations and Other Expenses
` 440.35
(28.03%)
Employees
` 123.99
(7.89%)
Repairs and
Maintenance
` 62.56
(3.98%)
Depreciation
` 39.84
(2.54%) Shareholders
` 33.23
(2.12%)
Reserves
` 60.03
(3.82%)
Government
` 138.86
(8.84%)
14
TRENT ~ 63rd ANNUAL REPORT
Materials
` 672.06
(42.78%)
Annexure A to the Directors Report
[Pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014]
1. The ratio of the remuneration of each director to the median remuneration of the employees of the
Company for the financial year and the percentage increase in remuneration of each Director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:
The ratio of remuneration of each Director to the Median Remuneration of all employees who were on
the payroll of the Company and the percentage change in remuneration of the Directors during the
financial year 2014-15 are given below:
Non-Executive Director
Ratio to Median
Percentage decrease in
remuneration
Mr. N.N. Tata
4.10
38.10
Mr. A.D. Cooper
3.78
40.00
Mr. Z.S. Dubash
3.78
36.84
Mr. B. Bhat
1.89
40.00
Mr. S. Susman
1.89
40.00
Mr. B.N Vakil
1.89
40.00
Performance of the Company and comparison of the remuneration of Key Managerial Personnel: The
percentage increase in remuneration of the MD/Manager was 13% (ratio to median was 330), Chief
Financial Officer was 61% and of the Company Secretary was 22%. The above percentages may not be
comparable given certain one-time performance related compensations. The profit before tax of the
Company increased by 103.50% (40% excluding exceptions) and profit after tax increased by 84.42%
in FY 2014-15.
2. The percentage increase in the median remuneration of employees in the financial year was 10%. For
the said calculation, employees who have worked for part of the year were not considered, to ensure
comparability.
3. The number of permanent employees on the rolls of Company as on 31st March 2015 was 3563.
4. The explanation on the relationship between average increase in remuneration and Company
performance:
The average increase in employee remuneration was 9%. The increase in remuneration is in line with the
market trends. In order to ensure that remuneration reflects Company performance, the performance
pay is also linked to organization performance, apart from an individual’s performance in the case of
managerial position.
Main factors considered while recommending increase in remuneration:
-
financial performance of the Company
-
performance of the employee
-
Industry benchmarking and consideration towards cost of living adjustment
5. Comparison of the remuneration of the Key Managerial Personnel against the performance of the
Company:
The total remuneration of Key Managerial Personnel increased by 22% in FY 2014-15 whereas profit
before tax increased by 103.50% (40% excluding exceptions).
TRENT ~ 63rd ANNUAL REPORT
15
6. Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the
current financial year and previous financial year and percentage increase over decrease in the market
quotations of the shares of the company in comparison to the rate at which the company came out
with the last public offer:
The market capitalisation of the Company has increased from `3403.91 crores as of 31st March 2014 to
`4879.55 crores as of 31st March 2015. Over the same period, the price earning ratio moved from 62.76
to 48.78.
The stock price of the Company as at 31st March 2015 has increased by 7242% to `1468.35 over the last
public offering i.e. IPO in FY 1982-83 at the price of `20 per share.
7. The average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year was 9%. Percentile increase in the managerial remuneration was 13%.
On the recommendation of Board, the Company has been consciously investing in the development of
capabilities especially in the area of product design and operations management.
8. The key parameters for any variable component of remuneration availed by the directors:
The variable component of Non-Executive Directors’ remuneration consists of commission. Subject
to applicable provisions of the Companies Act, 2013, commission is paid at a rate not exceeding 1%
per annum of the profits of the Company. The distribution of commission among the Non-Executive
Directors is recommended by the Nomination and Remuneration Committee and approved by the
Board. The commission is distributed on the basis of their attendance and contribution at the Board
and Committee Meetings as well as guidance provided to senior management other than at meetings.
In addition to the basic/ fixed salary, benefits, perquisites and allowances, the Company provides MD/
EDs such remuneration by way of an annual incentive remuneration/ performance linked bonus subject
to the achievement of certain performance criteria and such other parameters as may be considered
appropriate from time to time by the Board. An indicative list of considerations for determination of
the extent of this component is as below:
-
Company performance on certain defined quantitative and qualitative parameters as may be
decided by the Board from time to time;
-
Industry benchmarks of remuneration;
-
Performance of the individual.
9. The ratio of the remuneration of the highest paid director to that of the employees who are not
directors but receive remuneration in excess of the highest paid director during the year: None
10. Affirmation that the remuneration is as per the remuneration policy of the Company: The remuneration
is as per the remuneration policy of the Company.
16
TRENT ~ 63rd ANNUAL REPORT
Annexure B to Directors Report
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (“CSR”) ACTIVITIES
1. A brief outline of the company’s CSR policy, including overview of projects or programmes proposed
to be undertaken and a reference to the web-link to the CSR policy and projects or programmes.
Trent Limited (“Company”) outlines its corporate social responsibility policy that integrates economic
progress and social commitment. It aspires to always fuse its business values, cultural pillars and
operating principles to exceed the expectations of our customers, employees, partners, investors,
communities and the wider society.
Our core values form an integral part of our corporate social responsibility programmes and aim
towards responsibly improving the quality of life of our stakeholders.
It may be noted that the policy is aligned under the following guidelines:
• The requirements of Clause 135 of the Companies Act, 2013 (“the Act”), and the corresponding
Rules.
• Schedule VII of the Act
•
In coherence with the overall long-term Tata group CSR strategy and values
The policy also considers abiding and aligning its focus areas as per the guidelines mentioned under
the Affirmative Action Initiative, commonly referred to within the Tata group as TAAP (Tata Affirmative
Action Programme). TATA Affirmative Action Programme (TAAP) is focused on reducing inequalities
faced by socially backward groups (Ref. Sr. No. iii of Schedule VII of the Act)
CSR as under this policy is defined as per the activities designed to:
•
•
•
Serve – and be seen to serve – society, local and national goals in all the locations where we
operate.
Create a significant and sustained impact on communities affected by our businesses.
Provide opportunities for Trent employees to contribute to these efforts through volunteering.
The CSR policy can be accessed at:
http://www.mywestside.com/WebPages/InnerPages/Policies-information.aspx
A brief overview of our CSR projects:
Reference
Sr. No. of
Project Status
Schedule
VII
CSR Programs
CSR projects
Employability
(Saksham)
Training of aspirants in retail trade
ii
Implemented
Training of trainers in retail trade
ii
Implemented
Scholarships
ii
Implemented
Special language classes
ii
Implemented
School/tuition fee subsidy
ii
Implemented
School infrastructure improvement
ii
Proposed
Supporting projects on health and nutrition
i
Implemented
Promoting preventive healthcare
i
Proposed
Education
Health and Nutrition
TRENT ~ 63rd ANNUAL REPORT
17
2. The composition of the CSR Committee is as under:
The CSR Committee consists of Mr. N.N. Tata as Chairman and Mr. Z.S. Dubash, Mr. B. Bhat and
Mr. B.N. Vakil as Members.
3. Average Net Profit of the Company for last 3 financial years was `41.27 crores
4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) : `0.83 crores
5. Details of CSR activities/projects undertaken during the year:
a. Total amount to be spent for the year: `0.83 crores
b. Amount unspent if any : None
c. Manner in which the amount spent during the financial year is detailed below
Sr No. CSR project or activity Sector in which
identified
the Project is
covered
Projects or
Programmes
1.Local area or
others
Amount outlay Amount spent
(budget) project on the project
or program wise or programmes
Sub-heads
Cumulative
spend upto to
the reporting
period
Amount spent:
(1) Direct
expenditure
on projects or
programmes
(2) Overheads
2.Specify the
state and district
where projects
or programmes
was undertaken
Direct/through
implementing
agency
1
Montessori Teacher
Training and Children’s
Nursery school
Promoting
education
Mumbai Maharashtra
`0.17 crore
Expenditure on
the Project`0.17 crore
`0.17 crore
Sir Ratan Tata
Institute
2
Education Sponsorship
Programme
Promoting
education
Mumbai Maharashtra
`0.02 crore
Expenditure on
the project `0.02 crore
`0.02 crore
National Institute
of Fashion
Technology
3
English Communication Promoting
and Learning
education and
Programme
employment
enhancing
vocational skills
Mumbai Maharashtra
`0.05 crore
Expenditure on
the project `0.05 crore
`0.05 crore
Step Up
Charitable
Foundation
4
School infrastructure
development
Promoting
Pune education,
Maharashtra
including special
education
`0.30 crore
Expenditure on
the project `0.30 crore
`0.30 crore
Great Foundation
5
Rural Girls hostel
Setting up homes Badarpur, Assam
and hostels for
women and
orphans
`0.12 crore
Expenditure on
the project `0.12 crore
`0.12 crore
Bhansali Trust
6
Building a Community
Ophthalmology
Consultation Room
Promoting
Chennai
healthcare,
including
preventive health
care
`0.15 crore
Expenditure on
the project `0.15 crore
`0.15 crore
Medical Research
Foundation
- Sankara
Nethralaya
7
Support towards
Promoting
education programmes education
Mumbai Maharashtra
`0.01 crore
Expenditure on
the project `0.01 crore
`0.01 crore
SMILE
8
School infrastructure
development
Mumbai Maharashtra
`0.01 crore
Expenditure on
the project `0.01 crore
`0.01 crore
Akanksha
Foundation
`0.83 crore
`0.83 crore
Promoting
education
The CSR Committee confirms that the implementation and monitoring of the CSR policy is in
compliance with the CSR objectives and Policy of the Company.
18
TRENT ~ 63rd ANNUAL REPORT
P. Auld
(Managing Director)
N.N. Tata
(Chairman CSR Committee)
Annexure C to Directors Report
FORM No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015
(Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014)
To,
The Members,
TRENT LIMITED
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by Trent Limited (hereinafter called “the Company”). Secretarial
Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Trent Limited’s books, papers, minute books, forms and returns filed and
other records maintained by the Company and also the information provided by the Company, its officers,
agents and authorised representatives during the conduct of secretarial audit, we hereby report that in
our opinion, the Company has, during the audit period covering the financial year ended on 31st March,
2015 generally complied with the statutory provisions listed hereunder and also that the Company has
proper Board processes and compliance mechanism in place to the extent, in the manner and subject to
the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records made
available to us and maintained by Trent Limited for the financial year ended on 31st March, 2015 according
to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Securities Contract (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India
Act, 1992 (‘SEBI Act’)
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; and
(v) Other laws applicable to the Company as per the representation given by the Company.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards of The Institute of Company Secretaries of India with respect to board and general
meetings are not in force as on the date of this report.
(ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange
of India Limited.
During the period under review and subject to the explanations given to us and the representations
made by the Management, the Company has generally complied with the provisions of the Act, Rules,
Regulations, Guidelines, etc. mentioned above.
We further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors. The changes in the composition of the Board of Directors
that took place during the period under review were carried out in compliance with the provisions of the
Act.
TRENT ~ 63rd ANNUAL REPORT
19
Adequate notice was given to all Directors at least seven days in advance to schedule the Board Meetings.
Agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining
further information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting.
Decisions at the Board Meetings were taken unanimously.
We further report that as represented by the Company and relied upon by us there are adequate systems
and processes in the Company commensurate with the size and operations of the Company to monitor
and ensure compliance with applicable laws, rules, regulations and guidelines etc:
We further report that during the audit following events occurred which had bearing on the Company’s
affairs in pursuance of the above referred laws, rules, regulations, guidelines etc:
1. The Board of Directors of the Company approved the Issue of Non-Convertible Debentures upto an
amount not exceeding ` 300 Crores on 04th November, 2014.
For Parikh & Associates
Company Secretaries
Place: Mumbai
Date: 27.05.2015
Mitesh Dhabliwala
Partner
ACS No: 24539 CP No: 9511
This Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral
part of this report.
‘Annexure A’
To,
The Members
Trent Limited
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our
responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance
about the correctness of the contents of the Secretarial records. The verification was done on test
basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and
practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts
of the Company.
4. Where ever required, we have obtained the Management representation about the Compliance of
laws, rules and regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards
is the responsibility of management. Our examination was limited to the verification of procedure on
test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the
efficacy or effectiveness with which the management has conducted the affairs of the Company.
Place: Mumbai
Date: 27.05.2015
20
TRENT ~ 63rd ANNUAL REPORT
For Parikh & Associates
Company Secretaries
Mitesh Dhabliwala
Partner
ACS No: 24539 CP No: 9511
Annexure D to Directors Report
FORM NO. MGT- 9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31.03.2015
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
CIN
:
L24240MH1952PLC008951
Registration Date
:
5th December 1952
Name of the Company
:
Trent Limited
Category/ sub- Category of the Company
:
Company Limited by shares
Address of the Registered office
:
Bombay House, 24, Homy Modi Street,
Fort, Mumbai, 400001, Maharashtra
Contact Details
:
022-67009000
Whether listed company
:
Yes
Name, Address and Contact deails of the
Registrar & Transfer Agent, if any
:
TSR Darashaw Limited, 6-10, Haji Moosa
Patrawala Industrial Estate, Near Famous
Studio, Mahalaxmi, Mumbai-400011
Tel: 022 - 6656 8484
Fax: 022 - 6656 8494
Email Id: csg-unit@tsrdarashaw.com
website : www.tsrdarashaw.com
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the company
shall be stated:Sr. No.
1
Name and Description of main
products /services
Retail Sale of Readymade Garments etc.
NIC Code of the
Product/ service
% to total turnover
of the Company
47711
77
TRENT ~ 63rd ANNUAL REPORT
21
III PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sr Name and address of
No the Company
CIN/GLN
Holding/ % of shares Applicable
Subsidiary/
held
Section
Associate (including pref.
shares)
22
1
Westland Limited
No.61, Silver Line
Building,Alapakkam
Main Road,
Maduravoyal,Chennai,
Tamil Nadu-600095
U22190TN2007PLC64265
Subsidiary
99.94%
2(87)(ii)
2
Trent Brands Limited
Flat No. 403, 4th Floor,
Ansal Bhawan,16, K.
G. Marg, New Delhi 110001
U74899DL1995PLC073520
Subsidiary
100%
2(87)(ii)
3
Fiora Services Limited
GAT no. 810/811
at Village Wagholi,
Taluka Haweli, Pune
Nagar Road, Pune 412207,Maharashtra
U74990PN1989PLC20632
Subsidiary 89.88%(held
by Trent
Brands
Limited)
2(87)(ii)
4
Nahar Retail Trading
Services Limited
Flat No. 403, 4th Floor,
Ansal Bhawan,16, K. G.
Marg,
New Delhi - 110001
U74899DL1971PLC005728
Subsidiary
100%
2(87)(ii)
5
Landmark E-Tail Limited U72900MH2001PLC252980
2nd Floor, Taj Bldg.,
210 - Dr. D. N.
Road,Fort,Mumbai,
Maharashtra,400001
Subsidiary
100%
2(87)(ii)
TRENT ~ 63rd ANNUAL REPORT
Sr Name and address of
No the Company
CIN/GLN
Holding/ % of shares Applicable
Subsidiary/
held
Section
Associate (including pref.
shares)
NA
Subsidiary
100%
2(87)(ii)
Subsidiary
100%
2(87)(ii)
U51900MH2008PLC184184
Joint
Venture
50%
2(6)
9
Inditex Trent Retail India U74900HR2009FTC043768
Private Limited
Building-9A, Floor 15th,
DLF Phase 3,Gurgaon,
Haryana-122002
Joint
Venture
49%
2(6)
10
Massimo Dutti India
Private Limited
Floor 15, Building No.
9, Tower A, DLF Cyber
City, Phase III, Gurgaon,
Haryana-122002
Joint
Venture
49%
2(6)
6
Trent Global Holdings
Limited
DTOS Ltd, 10th Floor,
Raffles Tower,19
Cybercity Ebene,
Republic of Mauritius
7
Fiora Hypermarket
U74120MH2014PLC254507
Limited
C-60/G Block, Trent
House,Bandra Kurla
Complex,Near City Bank,
Bandra East, Mumbai,
Maharashtra, 400051
8
Trent Hypermarket
Limited
Taj Building,
2nd Floor,210, D. N.
Road, Fort,Mumbai,
Maharashtra-400001
U52100HR2013FTC051280
TRENT ~ 63rd ANNUAL REPORT
23
IV Shareholding Pattern (Equity Share Capital Breakup as percentage of Total
Equity)
(i) Category-wise Share Holding
Sr.
No.
Category of
Shareholder
Number of shares held at the beginning of
the year
1st April, 2014
Demat
Total
% of
Total
Share
Demat
Physical
Total
%
Change
during
the
% of
year
Total
Share
(A)
Promoters
(1)
Indian
(a)
Individuals / Hindu
Undivided Family
0
0
0
0.00
0
0
0
0.00
0.00
(b)
Cental Government
0
0
0
0.00
0
0
0
0.00
0.00
(c)
State
Governments(s)
0
0
0
0.00
0
0
0
0.00
0.00
(d)
Bodies Corporate
1,08,38,015
0
1,08,38,015
32.61
1,07,53,015
0
1,07,53,015
32.36
-0.25
(e)
Banks / Financial
Institutions
0
0
0
0.00
0
0
0
0.00
0.00
(f )
Any Other (specify)
0
0
0
0.00
0
0
0
0.00
0.00
0 1,07,53,015
32.36
-0.25
- Trust
Sub-Total (A) (1)
1,08,38,015
0 1,08,38,015
32.61 1,07,53,015
(2)
Foreign
(a)
NRIs - Individuals
0
0
0
0.00
0
0
0
0.00
0.00
(b)
Other Individuals
0
0
0
0.00
0
0
0
0.00
0.00
(c)
Bodies Corporate
0
0
0
0.00
0
0
0
0.00
0.00
(d)
Banks / Financial
Institutions
0
0
0
0.00
0
0
0
0.00
0.00
(e)
Qualified Foreign
Investor
0
0
0
0.00
0
0
0
0.00
0.00
(f )
Any Other (specify)
0
0
0
0.00
0
0
0
0.00
0.00
0
0
0
0.00
0
0
0
0.00
0.00
0 1,07,53,015
32.36
-0.25
Sub-Total (A) (2)
Total Shareholding
of Promoters (A) = (A)
(1)+(A)(2)
24
Physical
Number of shares held at the
end of the year
31st March, 2015
(B)
Public
Shareholding
(1)
Institutions
(a)
Mutual Funds
(b)
Banks / Financial
Institutions
(c)
(d)
(e)
1,08,38,015
0 1,08,38,015
32.61 1,07,53,015
42,29,493
1,360
42,30,853
12.73
40,08,576
1,360
40,09,936
12.07
-0.66
9,964
4,450
14,414
0.03
7,838
4,450
12,288
0.04
0.01
Cental Government
0
0
0
0.00
0
0
0
0.00
0.00
State
Governments(s)
0
0
0
0.00
0
0
0
0.00
0.00
Venture Capital
Funds
16,06,718
0
16,06,718
4.84
12,50,223
0
12,50,223
3.76
-1.08
TRENT ~ 63rd ANNUAL REPORT
Sr.
No.
Category of
Shareholder
Number of shares held at the beginning of
the year
1st April, 2014
Demat
Physical
Total
% of
Total
Share
Number of shares held at the
end of the year
31st March, 2015
Demat
Physical
Total
%
Change
during
the
% of
year
Total
Share
(f )
Insurance
Companies
12,96,053
100
12,96,153
3.90
11,68,740
100
11,68,840
3.52
-0.38
(g)
Foreign Institutional
Investors
49,65,546
2,300
49,67,846
14.95
66,93,239
2,300
66,95,539
20.15
5.20
(h)
Foreign Venture
Capital Investors
0
0
0
0.00
0
0
0
0.00
0.00
(i)
Any Other (specify)
0
0
0.00
4,04,382
0
- Foreign Portfolio
Investors
Sub-Total (B) (1)
(2)
Non-Institutions
(a)
Bodies Corporate
i
Indian
ii
Overseas
(b)
Individuals -
i
Individual
shareholders
holding
nominal
share capital upto
Rs. 1 lakh
ii
Individual
shareholders
holding nominal
share capital in
excess of Rs. 1 lakh
(c)
Any Other
(Specify)
- Directors & their
Relatives
- Trust
Sub-total (B) (2)
0
4,04,382
1.22
1.22
8,210 1,21,15,984
36.45 1,35,32,998
8,210 1,35,41,208
40.76
4.31
39,31,247
7,383
39,38,630
11.85
29,72,134
7,383
29,79,517
8.97
-2.88
0
0
0
0.00
0
0
0
0.00
0.00
47,65,282 8,54,771
56,20,053
16.92
46,24,500 8,04,768
54,29,268
16.33
-0.59
1,21,07,774
6,25,133
0
6,25,133
1.88
4,34,539
0
4,34,539
1.30
-0.58
91,872
0
91,872
0.28
91,872
122
91,994
0.28
0.00
1,821
36
1,857
0.01
1,967
36
2,003
0.00
-0.01
94,15,355 8,62,190 1,02,77,545
30.94
81,25,012 8,12,309
89,37,321
26.88
-4.06
67.39 2,16,58,010 8,20,519 2,24,78,529
Total Public
Shareholding (B) = (B)
(1)+(B)(2)
2,15,23,129 8,70,400 2,23,93,529
67.64
0.25
TOTAL (A)+(B)
3,23,61,144 8,70,400 3,32,31,544 100.00 3,24,11,025 8,20,519 3,32,31,544 100.00
0.00
(C)
Shares held by
Custodians for
GDRs & ADRs
GRAND TOTAL
(A)+(B)+(C)
0
0
0
0.00
0
0
0
0.00
0.00
3,23,61,144 8,70,400 3,32,31,544 100.00 3,24,11,025 8,20,519 3,32,31,544 100.00
0.00
TRENT ~ 63rd ANNUAL REPORT
25
(ii) Shareholding of Promoters (including Promoters Group)
Sr. Shareholder’s
No. Name
Shareholding at the beginning
of the year
1st April, 2014
No. of
Shares
No. of
Shares
% of
% of
total
Shares
Shares Pledged
of the / encumCompany bered
to total
shares
%
Change
in share
holding
during
the year
1 Tata Sons Ltd**
(Promoter)
87,44,247
26.31
0.00
87,44,247
26.31
0.00
0.00
2 Tata
Investment
Corporation
Ltd#
15,20,754
4.58
0.00
15,20,754
4.58
0.00
0.00
3 Af-Taab
Investment
Company
Limited*#
4,72,714
1.42
0.00
3,87,714
1.17
0.00
-0.25
4 Ewart
Investments
Limited#
1,00,000
0.30
0.00
1,00,000
0.30
0.00
0.00
300
0.00
0.00
300
0.00
0.00
0.00
1,08,38,015
32.61
0.00 1,07,53,015
32.36
0.00
-0.25
5 Titan Company
Limited#
TOTAL
*
% of
% of
total
Shares
Shares Pledged /
of the
encumCompany bered
to total
shares
Shareholding at the end of the
year
31st March, 2015
Af-Taab Investment Company Limited has sold 85,000 equity shares of the Company on 30th March
2015 (Mode-Market Sale). The shareholding of Af-Taab Investment Company Limited in the Company
post the sale is 3,87,714 shares (1.17%).
** Tata Sons Limited vide its letter dated 31st March 2015 has informed the Company & Stock Exchanges
that they have purchased 85000 equity shares of the Company on 30th March 2015 (mode- market
purchase). As on 31st March 2015, the said shares were in the process of being credited to their demat
account. The shareholding of Tata Sons Limited in the Company post the credit of these 85,000
shares would be 88,29,247 shares (26.57%). The shareholding of Promoter and Promoter Group post
the credit of these shares would remain unchanged at 1,08,38,015 shares (32.61%).
#
26
Promoter Group
TRENT ~ 63rd ANNUAL REPORT
(iii) Change in Promoters’ Shareholding (including Promoters Group)
Sr. Name
No.
*
Shareholding at the Date Reason
beginning of the year
No of shares
% of
total
shares
Increase/
Decrease in
Shareholding
No of
shares
Cumulative
Shareholding during
the year
% of No of shares
total
shares
% of
total
shares
1
Tata Sons
Limited**
87,44,247
26.31
No change during the year
87,44,247
26.31
2
Tata
Investment
Corporation
Ltd
15,20,754
4.58
No change during the year
15,20,754
4.58
3
Af-Taab
Investment
Company
Limited*
4,72,714
1.42
4
Ewart
Investments
Limited
5
Titan
Company
Limited
4,72,714
1.42
Sale of
Shares
85,000
0.25
3,87,714
1.17
31At the
Marend of
2015 the year
-
-
3,87,714
1.17
31Mar2015
1,00,000
0.30
No change during the year
1,00,000
0.30
300
0.00
No change during the year
300
0.00
1,08,38,015
32.61
1,07,53,015
32.36
85,000
0.25
Af-Taab Investment Company Limited has sold 85,000 equity shares of the Company on 30th March 2015
(Mode-Market Sale). The shareholding of Af-Taab Investment Company Limited in the Company post
the sale is 3,87,714 shares (1.17%).
** Tata Sons Limited vide its letter dated 31st March 2015 has informed the Company & Stock Exchanges
that they have purchased 85,000 equity shares of the Company on 30th March 2015 (mode- market
purchase). As on 31st March 2015, the said shares were in the process of being credited to their demat
account. The shareholding of Tata Sons Limited in the Company post the credit of these 85,000 shares
would be 88,29,247 shares (26.57%). The shareholding of Promoter and Promoter Group post the credit
of these shares would remain unchanged at 1,08,38,015 shares (32.61%).
TRENT ~ 63rd ANNUAL REPORT
27
(iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holders of
GDRs and ADRs)
Sr.
No.
1
2
28
Name
Arisaig Partners (Asia) Pte Ltd.
A/C Arisaig India Fund Limited
Reliance Capital Trustee Co. Ltd
(various sub accounts)
TRENT ~ 63rd ANNUAL REPORT
Shareholding at
Date
the beginning of
the year
No of
% of
shares
total
shares
32,85,000
9.89 31-Mar-2015
30,35,635
9.13 04-Apr-2014
04-Apr-2014
11-Apr-2014
11-Apr-2014
11-Apr-2014
11-Apr-2014
18-Apr-2014
25-Apr-2014
02-May-2014
09-May-2014
09-May-2014
16-May-2014
16-May-2014
23-May-2014
30-May-2014
30-May-2014
06-Jun-2014
06-Jun-2014
06-Jun-2014
13-Jun-2014
13-Jun-2014
20-Jun-2014
27-Jun-2014
27-Jun-2014
04-Jul-2014
11-Jul-2014
11-Jul-2014
18-Jul-2014
14-Aug-2014
22-Aug-2014
22-Aug-2014
29-Aug-2014
05-Sep-2014
19-Sep-2014
30-Sep-2014
30-Sep-2014
10-Oct-2014
17-Oct-2014
31-Oct-2014
31-Oct-2014
07-Nov-2014
14-Nov-2014
14-Nov-2014
21-Nov-2014
21-Nov-2014
12-Dec-2014
12-Dec-2014
19-Dec-2014
31-Dec-2014
02-Jan-2015
09-Jan-2015
16-Jan-2015
16-Jan-2015
23-Jan-2015
30-Jan-2015
06-Feb-2015
13-Feb-2015
20-Feb-2015
20-Mar-2015
27-Mar-2015
31-Mar-2015
31-Mar-2015
Reason
Increase/Decrease in
Shareholding
No of
shares
At the end of the year
Purchase of shares
Purchase of shares
Purchase of shares
Sale of shares
Sale of shares
Purchase of shares
Sale of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Sale of shares
Sale of shares
Sale of shares
Sale of shares
Purchase of shares
Purchase of shares
Sale of shares
Purchase of shares
Purchase of shares
Sale of shares
Sale of shares
Purchase of shares
Sale of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Sale of shares
Purchase of shares
Purchase of shares
Sale of shares
Sale of shares
Sale of shares
Purchase of shares
Sale of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Sale of shares
Purchase of shares
Sale of shares
Sale of shares
At the end of the year
10,000
31,550
10,000
4,000
50
872
130
10,000
10,000
5,300
1,000
34,734
19
56,700
6,820
21
45,000
49,790
1
3,175
21
28,650
17,090
18
49,698
4,530
252
725
25,400
10,000
4
16
700
1
1,600
1
10,000
10,000
111
2
31,450
25,000
7
25,000
10
10,000
2
13,325
3,475
65
300
11,100
4
4,250
10,000
864
10,500
3
2
60
524
-
% of total
shares
0.03
0.09
0.03
0.01
0.00
0.00
0.00
0.03
0.03
0.02
0.00
0.10
0.00
0.17
0.02
0.00
0.14
0.15
0.00
0.01
0.00
0.09
0.05
0.00
0.15
0.01
0.00
0.00
0.08
0.03
0.00
0.00
0.00
0.00
0.00
0.00
0.03
0.03
0.00
0.00
0.09
0.08
0.00
0.08
0.00
0.03
0.00
0.04
0.01
0.00
0.00
0.03
0.00
0.01
0.03
0.00
0.03
0.00
0.00
0.00
0.00
-
Cumulative
Shareholding
during the year
No of
% of
shares
total
shares
32,85,000
9.89
32,85,000
9.89
30,35,635
9.13
30,45,635
9.16
30,77,185
9.26
30,87,185
9.29
30,83,185
9.28
30,83,135
9.28
30,84,007
9.28
30,83,877
9.28
30,93,877
9.31
31,03,877
9.34
31,09,177
9.36
31,10,177
9.36
31,44,911
9.46
31,44,930
9.46
32,01,630
9.63
31,94,810
9.61
31,94,789
9.61
31,49,789
9.48
30,99,999
9.33
31,00,000
9.33
31,03,175
9.34
31,03,154
9.34
31,31,804
9.42
31,48,894
9.48
31,48,876
9.48
30,99,178
9.33
31,03,708
9.34
31,03,456
9.34
31,04,181
9.34
31,29,581
9.42
31,39,581
9.45
31,39,585
9.45
31,39,601
9.45
31,40,301
9.45
31,40,302
9.45
31,41,902
9.45
31,41,903
9.45
31,51,903
9.48
31,61,903
9.51
31,62,014
9.52
31,62,012
9.52
31,93,462
9.61
32,18,462
9.68
32,18,455
9.68
31,93,455
9.61
31,93,445
9.61
32,03,445
9.64
32,03,443
9.64
32,16,768
9.68
32,20,243
9.69
32,20,308
9.69
32,20,608
9.69
32,31,708
9.72
32,31,712
9.72
32,35,962
9.74
32,45,962
9.77
32,46,826
9.77
32,57,326
9.80
32,57,323
9.80
32,57,325
9.80
32,57,265
9.80
32,56,741
9.80
32,56,741
9.80
Sr.
No.
Name
3
Pi Opportunities Fund I
4
SBI Life Insurance Co. Ltd
5
Atlas Integrated Finance Limited
(various accounts)
6
Derive Trading Private Limited
7
Dodona Holdings Limited
8
IDFC Premier Equity Fund
Shareholding at
Date
Reason
Increase/Decrease in
the beginning of
Shareholding
the year
No of
% of
No of
% of total
shares
total
shares
shares
shares
12,77,718
3.84 18-Apr-2014
Sale of shares
2,01,300
0.61
25-Apr-2014
Sale of shares
30,633
0.09
02-May-2014 Sale of shares
23,067
0.07
16-May-2014 Sale of shares
11,086
0.03
23-May-2014 Sale of shares
84,909
0.26
30-May-2014 Sale of shares
5,500
0.02
31-Mar-2015
At the end of the year
10,73,627
3.23 16-May-2014 Purchase of shares
125
0.00
30-May-2014 Sale of shares
5,000
0.02
06-Jun-2014
Sale of shares
5,000
0.02
13-Jun-2014
Sale of shares
13,075
0.04
20-Jun-2014
Sale of shares
44,992
0.14
27-Jun-2014
Sale of shares
485
0.00
30-Jun-2014
Sale of shares
25,000
0.08
04-Jul-2014
Sale of shares
981
0.00
18-Jul-2014
Sale of shares
44,962
0.14
25-Jul-2014
Sale of shares
45,000
0.14
05-Aug-2014
Sale of shares
919
0.00
12-Sep-2014
Sale of shares
69,169
0.21
19-Sep-2014
Sale of shares
3,918
0.01
30-Sep-2014
Purchase of shares
1,401
0.00
10-Oct-2014
Sale of shares
5,000
0.02
24-Oct-2014
Sale of shares
5,000
0.02
31-Oct-2014
Sale of shares
5,000
0.02
28-Nov-2014
Purchase of shares
146
0.00
12-Dec-2014
Sale of shares
10,000
0.03
19-Dec-2014
Purchase of shares
4,697
0.01
31-Dec-2014
Purchase of shares
7,355
0.02
02-Jan-2015
Purchase of shares
19,585
0.06
13-Feb-2015
Sale of shares
39
0.00
20-Feb-2015
Purchase of shares
150
0.00
27-Feb-2015
Purchase of shares
50
0.00
06-Mar-2015
Purchase of shares
3,521
0.01
13-Mar-2015
Purchase of shares
11,720
0.04
20-Mar-2015
Purchase of shares
35,015
0.11
27-Mar-2015
Purchase of shares
17,534
0.05
31-Mar-2015
Purchase of shares
17,000
0.05
31-Mar-2015
At the end of the year
10,50,368
3.16 04-Apr-2014
Sale of shares
10,50,368
3.16
02-Jan-2015
Purchase of shares
43
0.00
23-Jan-2015
Purchase of shares
4
0.00
30-Jan-2015
Sale of shares
3
0.00
06-Mar-2015
Sale of shares
39
0.00
13-Mar-2015
Sale of shares
5
0.00
31-Mar-2015
At the end of the year
0
0.00
9,11,523
2.74 31-Mar-2015
At the end of the year
7,31,388
2.20 04-Apr-2014
Purchase of shares
10,50,368
3.16
31-Mar-2015
At the end of the year
4,89,782
1.47
04-Apr-2014
Sale of shares
41,476
0.12
11-Apr-2014
Sale of shares
12,063
0.04
18-Apr-2014
Sale of shares
7,929
0.02
25-Apr-2014
Sale of shares
14,189
0.04
Sale of shares
6,201
0.02
02-May-2014
20-Jun-2014
Sale of shares
4,07,924
1.23
31-Mar-2015
At the end of the year
-
Cumulative
Shareholding
during the year
No of
% of
shares
total
shares
12,77,718
3.84
10,76,418
3.24
10,45,785
3.15
10,22,718
3.08
10,11,632
3.04
9,26,723
2.79
9,21,223
2.77
9,21,223
2.77
10,73,627
3.23
10,73,752
3.23
10,68,752
3.22
10,63,752
3.20
10,50,677
3.16
10,05,685
3.03
10,05,200
3.02
9,80,200
2.95
9,79,219
2.95
9,34,257
2.81
8,89,257
2.68
8,88,338
2.67
8,19,169
2.47
8,15,251
2.45
8,16,652
2.46
8,11,652
2.44
8,06,652
2.43
8,01,652
2.41
8,01,798
2.41
7,91,798
2.38
7,96,495
2.40
8,03,850
2.42
8,23,435
2.48
8,23,396
2.48
8,23,546
2.48
8,23,596
2.48
8,27,117
2.49
8,38,837
2.52
8,73,852
2.63
8,91,386
2.68
9,08,386
2.73
9,08,386
2.73
10,50,368
3.16
0
0.00
43
0.00
47
0.00
44
0.00
5
0.00
0
0.00
0
0.00
9,11,523
2.74
9,11,523
2.74
7,31,388
2.20
17,81,756
5.36
17,81,756
5.36
4,89,782
1.47
4,48,306
1.35
4,36,243
1.31
4,28,314
1.29
4,14,125
1.25
4,07,924
1.23
0
0.00
0
0.00
TRENT ~ 63rd ANNUAL REPORT
29
Sr.
No.
9
10
30
Name
Jaguar Services Private Limited
(various accounts)
UTI
(various sub accounts)
Shareholding at
the beginning of
the year
No of
% of
shares
total
shares
3,51,579
1.06
Reason
3,43,408
The Master Trust Bank of Japan,
Ltd. As Trustee of Nissay India
Equity Selection Mother Fund
0
12
Morgan Stanley Asia (Singapore)
Pte.
(various accounts)
0
Increase/Decrease in
Shareholding
No of
shares
31-Mar-2015
11
TRENT ~ 63rd ANNUAL REPORT
Date
1.03
23-May-2014
04-Jul-2014
12-Sep-2014
07-Nov-2014
19-Dec-2014
31-Dec-2014
31-Dec-2014
31-Dec-2014
16-Jan-2015
30-Jan-2015
31-Mar-2015
0.00 24-Oct-2014
31-Oct-2014
07-Nov-2014
14-Nov-2014
21-Nov-2014
28-Nov-2014
05-Dec-2014
12-Dec-2014
31-Dec-2014
02-Jan-2015
09-Jan-2015
23-Jan-2015
30-Jan-2015
06-Feb-2015
13-Feb-2015
20-Feb-2015
27-Feb-2015
06-Mar-2015
13-Mar-2015
20-Mar-2015
27-Mar-2015
31-Mar-2015
31-Mar-2015
0.00 20-Jun-2014
01-Aug-2014
14-Nov-2014
28-Nov-2014
05-Dec-2014
19-Dec-2014
19-Dec-2014
06-Feb-2015
13-Feb-2015
20-Feb-2015
06-Mar-2015
13-Mar-2015
20-Mar-2015
27-Mar-2015
31-Mar-2015
31-Mar-2015
At the end of the year
-
Sale of shares
Sale of shares
Sale of shares
Sale of shares
Sale of shares
Sale of shares
Sale of shares
Sale of shares
Sale of shares
Sale of shares
At the end of the year
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
Purchase of shares
At the end of the year
Purchase of shares
Purchase of shares
Sale of shares
Purchase of shares
Sale of shares
Purchase of shares
Sale of shares
Sale of shares
Sale of shares
Sale of shares
Sale of shares
Sale of shares
Sale of shares
Sale of shares
Sale of shares
At the end of the year
3,175
1,825
800
6,569
10,000
7,500
247
400
8,953
1,939
7,068
20,955
7,816
30,295
31,700
15,616
9,082
7,957
6,858
4,875
28,343
12,825
27,443
32,617
67,597
1,506
13,844
2,073
6,399
22,287
3,247
6,242
3,52,285
34,928
2,406
4,812
1,729
3,87,755
387,890
497
1,452
2,155
602
952
24,132
250
671
0
% of total
shares
0.01
0.01
0.00
0.02
0.03
0.02
0.00
0.00
0.03
0.01
0.02
0.06
0.02
0.09
0.10
0.05
0.03
0.02
0.02
0.01
0.09
0.04
0.08
0.10
0.20
0.00
0.04
0.01
0.02
0.07
0.01
0.02
1.06
0.11
0.01
0.01
0.01
1.17
1.17
0.00
0.00
0.01
0.00
0.00
0.07
0.00
0.00
0.00
Cumulative
Shareholding
during the year
No of
% of
shares
total
shares
3,51,579
1.06
3,51,579
0.00
3,43,408
1.03
3,40,233
1.02
3,38,408
1.02
3,37,608
1.02
3,31,039
1.00
3,21,039
0.97
3,13,539
0.94
3,13,292
0.94
3,12,892
0.94
3,03,939
0.91
3,02,000
0.91
3,02,000
0.91
0
0.00
7,068
0.02
28,023
0.08
35,839
0.11
66,134
0.20
97,834
0.29
1,13,450
0.34
1,22,532
0.37
1,30,489
0.39
1,37,347
0.41
1,42,222
0.43
1,70,565
0.51
1,83,390
0.55
2,10,833
0.63
2,43,450
0.73
3,11,047
0.94
3,12,553
0.94
3,26,397
0.98
3,28,470
0.99
3,34,869
1.01
3,57,156
1.07
3,60,403
1.08
3,66,645
1.10
3,66,645
1.10
0
0.00
3,52,285
1.06
3,87,213
1.17
3,84,807
1.16
3,89,619
1.17
3,87,890
1.17
7,75,645
2.33
3,87,755
1.17
3,87,258
1.17
3,85,806
1.16
3,83,651
1.15
3,83,049
1.15
3,82,097
1.15
3,57,965
1.08
3,57,715
1.08
3,57,044
1.07
3,57,044
1.07
(v) Shareholding of Directors and Key Managerial Personnel
Name of Director
Mr. N.N. Tata
At the beginning of the year
Date wise increase/decrease
in share holding during the
year specifying the reasons
for
increase/decrease
(e.g.
allotment/transfer/bonus/sweat
equity etc.)
At the end of the year
Ms. S. Singh*
At the beginning of the year
Date wise increase/decrease
in share holding during the
year specifying the reasons
for
increase/decrease
(e.g.
allotment/transfer/bonus/sweat
equity etc.)
At the end of the year
*Appointed w.e.f 3rd March 2015
Name of KMP
Mr. M.M. Surti, Company Secretary
At the beginning of the year
Date wise increase/decrease
in share holding during the
year specifying the reasons
for
increase/decrease
(e.g.
allotment/transfer/bonus/sweat
equity etc.)
At the end of the year
Shareholding at the beginning
of the year
No.of Shares
% of total
Shares of the
company
Cumulative Shareholding at
the end of the year
No.of Shares
% of total
Shares of the
company
88,693
0.27
88,693
0.27
88,693
0.27
88,693
0.27
122
0.00
122
0.00
122
0.00
122
0.00
Shareholding at the beginning
of the year
No.of Shares
% of total
Shares of the
company
Cumulative Shareholding at
the end of the year
No.of Shares
% of total
Shares of the
company
722
0.002
722
0.002
722
0.002
722
0.002
TRENT ~ 63rd ANNUAL REPORT
31
V
Indebtness of the Company including interest outstanding/accrued but not
not due for payment
(` in crores)
Secured
Loans
excluding
deposits
Unsecured
loans
Deposits
Total
Indebtness
Indebtedness at the beginning
of the financial year
i) Principal Amount
100.00
125.00
-
225.00
ii) Interest due but not paid
-
-
-
-
iii) Interest accrued but not due
-
5.62
-
5.62
100.00
130.62
-
230.62
• Addition
-
5.62
-
5.62
• Reduction
-
5.62
-
5.62
Net Change
-
-
-
-
100.00
125.00
-
225.00
ii) Interest due but not paid
-
-
-
-
iii) Interest accrued but not due
-
5.62
-
5.62
100.00
130.62
-
230.62
Total (i+ii+iii)
Change in Indebtedness during
the financial year
Indebtedness at the end of the
financial year
i) Principal Amount
Total (i+ii+iii)
32
TRENT ~ 63rd ANNUAL REPORT
VI Remuneration of Directors and Key Managerial Personnel
A.
Remuneration to Managing Director, Whole-time Directors/ Manager:
Sl.
No.
1
(` Crores)
Mr. P. Auld,
MD/ Manager
Particulars of Remuneration
Gross salary
(a) Salary as per provisions contained in Section 17(1) of the Incometax Act, 1961
4.61
(b) Value of perquisites under Section 17(2) of the Income-tax Act, 1961
0.62
(c) Profits in lieu of salary under Section 17(3) of Income Tax Act,1961
2
Stock Option
3
Sweat Equity
4
Commission
- as % of profit
- others, specify
5
Others, please specify
Total
5.23
Ceiling as per the Act
Refer Note
Note: As approved by the shareholders, the Company has applied to the Central Government
as per the provisions of Section 197 of the Companies Act, 2013, read with Schedule V
with respect to the remuneration of MD and / or Manager.
B. Remuneration to other Directors
1 Independent Directors
Sl. Particulars of
No. Remuneration
Name of Directors
Mr.
A.D.Cooper
Mr.
Z.S.Dubash
Mr.
B.N.Vakil
Mr.
S.Susman
Total Amount
in `
Ms.
S. Singh
1
Fee for
attending
board /
committee
meetings
6,36,000
5,46,000
4,56,000
2,76,000
1,00,000
20,14,000
2
Commission
6,00,000
6,00,000
3,00,000
3,00,000
-
18,00,000
3
Others, please
specify
-
-
-
-
-
-
Total (B1)
38,14,000
Note: Commission is for the year 2013-14 paid in 2014-15
TRENT ~ 63rd ANNUAL REPORT
33
2 Other Non Executive Directors
Sl.
No.
Particulars of
Remuneration
1
Fee for
attending
board /
committee
meetings
2
Commission
3
Others, please
specify
Name of Directors
Mr. F.K. Kavarana*
Mr. N.N. Tata
Mr. B. Bhat
Mr. H. Bhat
Total Amount
in `
-
6,82,000
3,28,000
3,00,000
13,10,000
11,50,000
6,50,000
3,00,000
-
21,00,000
-
-
-
-
-
Total (B2)
34,10,000
Total Managerial Remuneration (B1)+(B2)
72,24,000
Total Sitting Fees
33,24,000
Total Commission
39,00,000
Overall ceiling as per the Act for payment of commission to Non-Executive Directors
39,33,500
* Retired on 30th March, 2014
Note: Commission is for the year 2013-14 paid in 2014-15. Ceiling limits are for the year 2013-14.
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
Sl.
No.
Particulars of Remuneration
(` Crores)
Key Managerial Personnel
Mr. P. Venkatesalu
CFO
1
2
3
4
5
34
Gross salary
(a) Salary as per provisions contained in
Section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites under Section 17(2) of
the Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3)
of Income Tax Act, 1961
Stock Option
Sweat Equity
Commission
- as % of profit
- others, specify
Others, please specify
Total
TRENT ~ 63rd ANNUAL REPORT
Mr. M.M. Surti
Company Secretary
1.65
0.45
0.06
-
1.71
0.45
VII PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type
Section
Brief
of the
Description
Companies
Act
Details of
Penalty /
Punishment/
Compounding
fees imposed
Authority
[RD/
NCLT
/
COURT]
Appeal
made,
if any
(give
Details)
A. COMPANY
Penalty
-
-
-
-
-
Punishment
-
-
-
-
-
Compounding
-
-
-
-
-
Penalty
-
-
-
-
-
Punishment
-
-
-
-
-
Compounding
-
-
-
-
-
Penalty
-
-
-
-
-
Punishment
-
-
-
-
-
Compounding
-
-
-
-
-
B. DIRECTORS
C. OTHER OFFICERS
IN DEFAULT
TRENT ~ 63rd ANNUAL REPORT
35
MANAGEMENT DISCUSSION AND ANALYSIS
Economic backdrop
The economic backdrop is a key factor impacting the performance of Companies across sectors including
organized retail. Consumer sentiment and business confidence witnessed improvement in the financial
year under review with economic growth gaining momentum especially in the second half of the year.
This is possibly attributable to decreasing inflationary pressures, the easing of the monetary stance by
the Reserve Bank of India and a more stable political & policy environment. Business sentiment is also
aided by investor friendly tax proposals (albeit over the medium term), structural reforms being taken up
(with respect to GST, land acquisition etc) and the stated intent of the Government to pursue further fiscal
consolidation.
GDP growth (%) (YOY)
9.3%
8.6%
8.9%
6.7%
07-08
08-09
6.7%
09-10
10-11
11-12
5.9%
4.5%
4.7%
12-13
13-14
14-15
Source: RBI
As observed in prior years, the organized retail space in the first decade of this century was viewed as offering
enormous potential for growth in India. However, post FY08 the industry witnessed a sharp moderation
in expectations with most retailers across formats facing significant head winds in terms of like-for-like
growth and viability of stores. Following the pronounced slowdown, the industry witnessed a modest
recovery in FY09-10. This recovery gathered further momentum in FY10-11 and yielded strong doubledigit like-for-like growth across most credible retail formats. Consumer sentiment thereafter was impacted
in FY11-12 and continued to be muted till the second half of FY13-14 with high inflation expectations,
pronounced interest rates and economic uncertainty being key contributing factors. Consumer sentiments
improved in FY14-15 with apparel retailers have been reporting an improving trend and most other retail
formats also witnessing an improved off take.
Organized retail opportunity
The Union budget has been rolled out by the new government, with promotion of overall economic growth
as a key objective. FY15 has witnessed policy continuity and pursuit of certain reform measures aimed at
reviving growth and surmounting structural constraints in the economy. On the other hand, the level of
interest rates is still viewed by the markets to be on the higher side and a key factor in stifling investment
commitments by industry.
Near term issues notwithstanding the organized retail opportunity in India continued to attract interest
from both large Indian business houses and multinational retailers. It is our belief that over the medium
to long term, most of the earlier arguments in favour of the sector continue to be valid. Consistent with
the coverage in earlier reports, the following constitute the principal arguments in favour of organized
retailing.
Penetration of Organized Retail:
About 8% of the total retail market in India is accounted for by the modern/ organized retail sector.
The remaining market is served by small, independent retailers with an average of 500 sq. feet trading
36
TRENT ~ 63rd ANNUAL REPORT
space, fragmented across sub-segments and offering limited shopping conveniences to customers.
They are supported by a network of manufacturers, distributors and wholesale traders who operate
with many global and local brands. This is in contrast to an average of 80% plus penetration of
organized retail in many developed nations. Further, 69% of India’s population lives in rural areas &
this population contributes just 54% of the total retail consumption. In the recent years we have seen
increasing traction for organized retail not only in tier 1 and tier 2 cities but in tier 3 cities as well.
Demographics
India is a young nation, with two third of the population under 35 years of age. While the global
median age for population is 33 years, India’s median age is around 23 years. The high percentage of
youth population should drive the demand for more fashionable clothing as well as for ready meals
& processed food due to their increased propensity to consume. The increasing desire to look good &
presentable influenced by western culture and exposure to online & social media have boosted the
organized retail markets. Immense scope is seen for banners offering an innovative product range to
meet the aspirations of the brand conscious consumers with evolving preferences.
Population in Age group 15-25 (in Millions)
18.30
1995
21.80
20.20
2000
2005
23.30
24.20
24.50
2010
2015
2020
Source: India Retail Report, 2015
Higher Disposable Income:
Most research studies suggest rising incomes in the next decade. This is likely to continue propelling
consumption by the middle class. Therefore, targeting the mid-market seems to offer substantial
revenue potential. As the chart below depicts, number of households (in mn) with annual income
brackets in the range of ` 90000 to ` 10 lakhs is expected to increase significantly over the next decade.
Growing Purchasing Power of Indian Middle Class
Number of Household (` in Crores)
5
7.4
Household Income bracket
< ` 90,000 p.a
` 90,000 - 2,00,000 p.a
9.3
` 2,00,000 - 5,00,000 p.a
` 5,00,000 - 10,00,000 p.a
10.6
>` 10,00,000 p.a
9.5
5.5
0.6
2015
0.3
3.4
1
2025
Source: McKinsey Report
TRENT ~ 63rd ANNUAL REPORT
37
The demographics coupled with less than 10% of the work force being directly employed by the organized
sector seems to contribute to a constant shift upwards in the reference point of the average consumer –
in terms merchandize aspired for. Besides the huge untapped market and the opportunity afforded by
the demographics, the following factors/ trends are seen contributing to growth in spending overall, and
particularly for organized retail over the medium term:
•
Changing family level organization/ role definitions and exposure
−
More nuclear families
−
Increase in the number of working women
−
Kids being more informed and demanding
•
Increasing exposure to and influence of cosmopolitan media; consequent adoption of Western habits
and markedly higher brand consciousness
•
Easier availability of jobs (especially Outsourcing & IT related); BFSI & related employment is expected
to increase to over 12 million in the coming decade
•
Increased availability of credit/ social acceptance of consumption aided by borrowings; it is estimated
that about 15% of the people in urban cities are currently making monthly payments for loans
There is no denying the tremendous opportunity that organized retail offers in India, but there are also
some significant challenges that need to be tackled including:
•
Cost pressures – there has been significant inflation in energy costs and common area maintenance
charges in malls in the last few years
•
Availability of retail talent – the last few years have seen challenges related to paucity and retention of
trained talent
•
Quality real estate – there is limited availability of quality real estate. This, coupled with high rentals
and non-adherence to committed schedule by builders pose significant challenges to deployment of
strategic plans related to expansion
•
Local legislations – multiple local legislations across the country make it challenging for any organization
with pan-India presence
•
Supply chain management – multiple issues with respect to infrastructure pose obstacles in ensuring
availability for customers
•
Complexity in taxation – inconsistent tax regime across various states makes it difficult to manage a
pan-India network of stores
Organized retail industry in FY14-15
In our view, during the financial year under review the key factors and developments that impacted the
organized retail industry in India were:
38
−
the near term consumption triggers (GDP growth, inflation & interest rate levels)
−
the emergence of online market places across a whole range of categories with aggressive discounting
strategies funded by overseas investors
−
supply chain issues and cost pressures (including minimum wages and energy costs)
−
nebulous regulatory landscape especially with respect to FDI in multi brand retailing
−
the intensity of micro market competition
TRENT ~ 63rd ANNUAL REPORT
With varying degrees of impact the retailers in India have witnessed during the Financial Year 2014-2015:
a) Consumer confidence and off-take especially in volume terms was muted especially in the first quarter
of the year, with consumer spending possibly getting impacted by a lower level of discretionary
household budget given the pronounced inflation witnessed in various categories coupled with
higher borrowing costs. The consumer sentiment saw improvement in the latter part of the fiscal with
the easing of inflation amongst other factors.
b) Aggressive e - commerce & digital retailing in the last two years has intensified the competition across
categories; this challenge was even more pronounced for retailers offering primarily third party brands.
c) Significant operating cost pressures seen including in respect of wages, electricity and common area
maintenance. Nevertheless, the cost pressures with respect to merchandize inputs remained moderate
during this period.
d) The pronounced rentals involved in taking up of additional real estate for expansion especially given
the limited pipeline of acceptable retail real estate developments. The limited pipeline of developments
is in turn explained for the most part by:
− attractiveness of alternate developments like residential apartments;
− entry of international payers & their clustering in high street malls further lead to difficulty in
obtaining properties at acceptable economics
− the operational difficulties in managing retail mall/ shopping centre; and
− importantly the significant liquidity squeeze faced by the real estate sector given the RBI policy
e) Higher intensity of competition in certain micro markets due to pronounced clustering of retailer
presence with similar offers.
f) Increasing complexity of the indirect taxation and the uncertainty regarding the implementation of
GST.
These macro observations have applied, though with varying emphasis to the predominant retailing formats
(Westside, Star bazaar & Landmark) managed by the Company and Trent Hypermarket Limited (THL). In
aggregate the Company registered encouraging growth, with consolidated revenue from operations at
` 2,284.25 Crores. This is not comparable with the reported consolidated income for FY13-14 especially
consequent to the transition of THL to a 50:50 joint venture from being a wholly owned subsidiary earlier.
Consolidated revenue from operations (` Crores)
Cumulative stores*
2,333
2,284
128
128
13-14
14-15
2,132
1,845
1,511
1,067
107
9-10
10-11
09-10
10-11
88
114
116
11-12
12-13
*Includes stores operated by Inditex Trent Retail India Private Limited and Trent Hypermarket Limited.
TRENT ~ 63rd ANNUAL REPORT
39
Principle formats and focus on sustainable growth
Our Company was one of the earliest to enter the organized retail sector in India and has focused on
developing a robust business model in each of the retail formats pursued. We have consistently emphasized
the importance of establishing the viability of a retail format with a limited portfolio of stores prior to
embarking on rapid expansion. The above approach has yielded encouraging results and enabled the
Company in coping with market challenges. The Company primarily operates stores across three formats
– Westside, Star Bazaar & Landmark.
Westside – Trent’s flagship format – offers apparel, footwear and accessories for men, women and children,
along with furnishings, artifacts and a range of home accessories. Operating with a predominantly exclusive
brands model, Westside continues to demonstrate the ability to compete effectively in the market place,
despite having to face global competition for the mind space and share of wallet of a discerning audience.
Westside products are known for style and class amongst fashion conscious consumers in 53 cities across
86 stores.
Star – hypermarket and convenience store chain – it offers a wide choice of products, including staple
foods, beverages, health and beauty products, apparel, home furnishings, vegetables, fruits, dairy and nonvegetarian products. The market reception for Star stores have been encouraging and the format is in the
process of establishing itself as a place offering a compelling range of quality merchandize at attractive
prices. Star Daily and Star Market banners (having much smaller individual store footprints vis-à-vis Star
Bazaar stores) have been launched in the recent quarters.
Landmark – a home entertainment format – offers a range of books, toys, sports merchandize, stationery &
technology accessories. The back-end operations relating to the format have been significantly integrated
with that of the Westside format to drive synergies and contain overhead costs. A significant restructuring
exercise has been concluded during the period under review involving significant rationalization of the
store portfolio, further restructuring of the product offer and material changes to the look & feel of the
retained stores.
Operations – Westside
The Westside format offering predominantly an exclusive range of own branded fashion apparel continues
to be the mainstay of the retailing business of the company. This format over the years has been rolled out
across the country and currently covers 53 cities.
The Westside model involves active control across the value chain including with respect to design,
branding, sourcing, logistics, distribution, pricing, display and promotion of almost 90% of the product
range retailed. We believe this model is more robust than department store models that predominantly
retail third party brands including from a ‘return on capital employed’ perspective. Empirical evidence also
seems to suggest that globally, retailers who control the entire value chain are relatively more successful.
In the period under review we continued to focus on a number of internal improvements in Westside.
Key initiatives included the launch/ refresh of a portfolio of exclusive brands, improved presentation in
stores, focus on select newer categories and providing a better shopping experience to the customers by
improving the look & feel of select existing stores. Aided by the strategies pursued and reasonably favorable
market conditions the format registered a healthy 11% like-for-like growth in revenues in FY14-15.
40
TRENT ~ 63rd ANNUAL REPORT
Westside Stores – Total Sales Growth and Like-for-Like Sales Growth (%)
24%
21%
18%
16%
18%
16%
11%
6%
7%
11-12
12-13
9%
11%
1%
09-10
10-11
Total Sales growth
13-14
14-15
LFL Sales growth
Exclusive Brands and Refreshed Merchandize Range
We have launched/ refreshed a number of brands, available exclusively at Westside stores, in the last two
years. These brands have been evolved to target key customer segments based on their needs, purchasing
power and appetite for fashion. Customer response to the refreshed offerings has been encouraging and
the intent is to continue investing on growing the exclusive brand portfolio.
Some of the key brands are listed below:
Chic western & contemporary ethnic wear for the
experimental & vibrant youth.
Fashionable city and casual collection for curvy women.
Smart, casual, feminine offer for 25+ women.
Trendy 9-to-9 fashion for woman.
Premium Indian wear offering – in silk and handloom
blends with handcrafted embroidery.
Young casual fashion brand.
TRENT ~ 63rd ANNUAL REPORT
41
Modern classic lifestyle brand for the discerning man.
Understated casual wear for contemporary men
Functional & stylish casual mens apparel
Launches during the year:
We launched four new brands, exclusively available at Westside stores, during the last fiscal. The customer
response to the new launches has been encouraging. A brief commentary on each of them is as follows.
is Westside’s in-house lingerie brand. Targeted at the confident modern day
woman, the innerwear brand looks at further enhancing the personal fashion
quotient by offering an array of new and best-selling styles reinterpreted in a
playful palette of colors.
is Westside’s latest collection of trendy clothing designed for today’s youth
who love their curves. Displaying a unique understanding of the fashion
needs of the curvier youth of today, the new ‘Sassy Soda’ range explores
fashion beyond the simple tees and widens the offering with fun prints and
silhouettes, colours that pop and the latest trends.
is an exclusive beauty zone at Westside and has several leading beauty brands
together with an exciting new range of StudioWest cosmetics.
is a new clothing line for men, displaying a unique understanding of the
fashion needs of the beefed up men, to let them carry their size with elan and
grace.
Other key customer offer related initiatives
Gourmet West and Lakeland are two relatively new areas we have ventured into in the recent years. We
believe that they would afford the Westside format significant growth potential over time.
Gourmet West – the premium food & beverages offer is a shop in shop currently operating from six
key Westside stores. Customers can enjoy the experience of Gourmet West in various Westside stores
in Mumbai, Bangalore, Hyderabad, Chandigarh and Surat. With encouraging response seen in these
stores the Company will continue to invest in the food segment. There are plans to expand Gourmet
West stores in select Westside locations in FY15-16 as well.
Lakeland - In FY13-14, we had introduced fashionable kitchenware for customers in Pune and Bangalore
through an exclusive tie up with Lakeland – a British company famous for its creative kitchenware
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TRENT ~ 63rd ANNUAL REPORT
across the world. With encouraging response from our customers, we have recently launched another
Lakeland store in Bangalore. We believe this exclusive tie up will help us deliver an enhanced shopping
experience for our customers.
Partners in Progress
Product sourcing capabilities and a global vendor base are key ingredients to Westside delivering a desired
merchandize range at the right price and time to customers. Feedback from our Supplier Satisfaction
Surveys and Annual Supplier Meets suggest that improvements in our product development and supplier
relationship management processes continued to play a key role in being able to source the right product
at the right time for our customers.
Efficient Supply Chain
The organization continued to invest in technology and upgradation of the supply chain network which
we believe is vital to the success of a retail organization. Our warehouse operations have been running
at over 99% efficiency for the last two years. Higher levels of efficiency were witnessed despite growing
volumes in terms of both intake from vendors and dispatches to stores. In the medium term, we see the
need to invest in the expansion of our warehousing capacity both to service increased volumes as well as
mitigate concentration risks.
Great Shopping Experience
In the retail industry, a great shopping experience is of paramount importance. Store location, displays, store
ambience, customer service and convenience of shopping are some key parameters that help customers
enjoy a great shopping experience and keep coming back. In order to increase walk-ins and improve the
shopping experience of our customers we have continued to pursue the modernization of our older stores
and optimization space allocation based on the category mix which have a better sales potential with a
renewed effort to improve service. Both of these initiatives have reaped us encouraging results.
Operating Standards
There is an on-going emphasis on robust deployment of our operating model coupled with review
rigour. Shrinkage cost is one of the bellwether measures with respect to operating efficiency and we
have witnessed an improving trend (as depicted in the chart below), in the recent years. Results reflect
the measures undertaken to reduce shrinkage level at stores, warehouse & distribution centres. Also, our
aspiration is to deliver a uniform experience to all our customers irrespective of whichever store they
walk into.
Shrinkage % to Sales
0.87%
0.78%
0.51%
0.50%
0.28%
09-10
10-11
11-12
12-13
13-14
0.24%
14-15
TRENT ~ 63rd ANNUAL REPORT
43
Customer Listening & Engagement
Since the last two years we increased our focus on using social media as an important customer listening
and learning mechanism. A number of campaigns were carried out on Facebook & Twitter. The objective
of these campaigns was to improve customer engagement and move beyond just fan generation. Power
targeting was used to run customised campaigns for ClubWest members. This helped us in improving
contribution of existing ClubWest members and also winning back relatively dormant members. We also
feel that innovative usage of targeted communication methods helped us connect with our customers
better, understand and act on their inputs.
The average bill size registered an encouraging growth of 10% in FY15. Bill size represents the amount
spent on an average by each customer on their purchase. This is computed by the total sales divided by the
number of memos. The following chart depicts the trend of this measure for Westside for the last few years.
Bill Size (`)
1,701
1,543
1,421
1,361
1,210
1,116
09-10
10-11
11-12
12-13
13-14
14-15
Increasing reach – expanding into newer cities
India as a market is being targeted by retailers from across the globe. The trend in the last decade points
to continued increase in the share of organized retail and is expected to accelerate further in the coming
years especially with respect to fashion apparel. Westside continues to monitor opportunities in Tier 2 and
3 markets and establishing presence in those markets as appropriate. Simultaneously, strategic properties
in Tier 1 cities which fit into our overall growth plan are also being pursued. In the year under review,
eight stores were opened including the following – Bangalore Vartur Road (SJR Zion), Jodhpur (Ashapurna
Mall), Chennai T Nagar (Mayfair), Mumbai Borivali (Gold Crest), Mangalore (Forum Mall), Hyderabad (Forum
Sujana Mall), Mohali (North Country Mall) and Bhavnagar (Himalaya Mall). Also, three stores which were
seen to be located in declining/ unviable locations and lacking a sustainable growth outlook were closed.
In the first quarter of the current financial year one store has been opened in Bangalore CMJ Mall.
New stores
80
Cumulative New stores
67
54
36
6
2
8
13
15
25
8
4
2
70
13
11
28
6
5
2
21
43
7
85
10
7
8
3
01-02 02-03 03-04 04-05 05-06 06-07 07-08 08-09 09-10 10-11 11-12 12-13 13-14 14-15
44
TRENT ~ 63rd ANNUAL REPORT
A team of in-house property experts help us identify strategic locations for new stores. They are supported
by a well-defined set of processes for analysing the potential market and catchment. We feel this ecosystem
of people and processes, help us in identifying the right store and make it profitable in a relatively short
span of time. Today, irrespective of whether you are in Kochi or Jammu, Guwahati or Goa, you are likely to
find a Westside store nearby.
Also, we believe in the years to come, online fashion retailing would get more entrenched in India. With
an aim to address this fast emerging market, and especially to enable the convenience of our customers
seeking to shop us online, we are working to launch Westside online as part of the Tata Group market place
initiative. We believe this approach would provide the Company adequate visibility & control in respect of
various customer experience elements including pricing, omni-channel integration and range of offering.
Operations – Star Bazaar
Trent Hypermarket Limited (THL) operates a multi format retail business under the Star banner and primarily
competes in the multi brand food and grocery segment. THL is positioned to provide a convenient modern
shopping environment for customers to shop across multiple product categories with a focus on service,
quality and price/promotions.
The market reception for Star Bazaar stores has been encouraging and the same is evident from
improvements in revenues and gross margins over the years. The food retail industry however continues
to face challenges related to high input costs such as rents and electricity as well as poor logistics and
infrastructural facilities.
In the last couple of years the management has focused on developing a sustainable business model. The
business model envisages a multi-format strategy focused in the states of Maharashtra and Karnataka with
the aim of creating local scale and being closer to customers. The focus would primarily be on food and
grocery with a clear emphasis on Fresh food as the lead footfall driver. The Star brand would be represented
by four facia namely: Star Daily, Star Market, Star Hyper, Star Extra. The brand would leverage the collective
strength of Tata and Tesco platforms to provide customers with a modern retail solution with a focus on
Fresh, Convenience and Service.
In pursuance of the strategy the company has opened 5 Star Dailies, 1 Star Market and 1 Star Extra in the
cities of Mumbai, Pune and Bangalore, in addition to its existing Star Hypers. The performances of the new
stores are broadly in line with expectations thereby providing support to the effectiveness of the strategy
being adopted. Consequently, the intent is to accelerate the rollout of the food & convenience focused
stores under the Star banner, primarily in the States of Maharashtra & Karnataka.We believe that the
headroom for expansion would be substantial and the rollout could be further accelerated if we continue
to see encouraging results.
In order to provide the best Fresh offering to its customers, Star has started sourcing directly from vegetable
farmers by working closely with them in the growing regions of Maharashtra and Karnataka. Around 70%
of vegetables are now directly sourced from farms and serviced through a network of collection and
distribution centers.
Star continues to develop its own label offerings so as to provide essential consumption products at the
right price points. Star own label products are present in a variety of categories such as jams, ketchup,
tea, detergents, paper products, soaps, cleaning solutions, oil etc. Recently the company re-launched its
packed staples category under a new sub-brand, Kitchen Culture. Select Tesco products are also on offer
thereby providing customers with a unique set of choices at very attractive price-points.
Leveraging its association with Tesco the company is developing a series of modern trade solutions that
take into account the needs and limitations of the Indian market. A significant amount of innovation is
being deployed both in the supply chain and with respect to the store formats. Likewise, given the focus of
the JV on Food and Grocery, the apparels part of the business leverages the proven expertise in this area.
TRENT ~ 63rd ANNUAL REPORT
45
Trent-Tesco Joint Venture
As discussed in the last year’s report, subsequent to receipt of approval from the Foreign Investment
Promotion Board (FIPB), Trent and Tesco Plc (Tesco) entered into definitive agreements to form a 50:50
Joint Venture (JV) with respect to THL in March 2014. Out of the 16 Star banner stores operated by THL (at
that point in time), four were in States that did not invite FDI in multi-brand retail trade. These four stores
in Gujarat and Tamil Nadu were divested by THL in April 2014 into a separate wholly owned subsidiary of
Trent (Fiora Hypermarkets Ltd – FHL).
•
Investment: As envisaged in the agreements, Tesco (through a wholly owned subsidiary) purchased
part of the equity shares currently held by the Company in THL for an amount of `150 crores and
separately subscribed to additional THL equity shares for an amount of `700 crores. Following the
conclusion of the investment in June 2014, the Company and Tesco each hold a 50% stake in THL.
The applicable regulations require THL to invest USD 50 million from the first tranche of Tesco’s infusion
to be committed to green-field backend infrastructure investments. Given this end use restriction with
respect to certain funds and also the utilization otherwise of funds infused, in the month of January
2015, the Company and Tesco further invested an amount of `150 crores each in THL’s Rights Issue. This
tranche of funding was seen warranted primarily to facilitate expansion of the frontend store network
in the near to medium term.
•
Outlook: We believe this JV is good news for our customers and stakeholders. This partnership should
over time enable a further improved offer in terms of value, range & service. Also, the proposed
investments into the supply chain should afford efficiencies and give manufacturers, suppliers &
farmers an efficient route to market.
•
Expansion: The JV is focussed on evolving a sustainable store model that will allow a significant food
& grocery retailing operation to be built out over time. We intend to concentrate store presence in the
States of Maharashtra and Karnataka in the near term; we will nevertheless explore opportunities for
expansion into contiguous States in due course.
•
Branding: The intent is to build on the existing Star Bazaar platform. The JV will continue to operate
under multiple banners i.e. “Star Extra”, “Star Market”, “Star Hyper” and “Star Daily”.
Tesco Hindustan Wholesaling Private Limited (“THWPL”) purchase
THWPL is engaged in the business of wholesale trading of food and non-food products, including fast
moving consumer goods, general merchandise, fruits, vegetables and staples. THWPL also had developed
backend infrastructure in terms of warehousing facilities, people and related processes. With an aim to
augment the relevant backend infrastructure and support faster expansion of the store portfolio, THL
acquired 100% stake of in January 2015 and consequently THWPL is now a wholly owned subsidiary of THL.
Amalgamation of subsidiaries with THL
In order to streamline the group structure & realize synergies, the Board of Directors of THL approved a
Scheme of Amalgamation between Virtuous Shopping Centre Limited (VSCL; it is a wholly owned subsidiary
of THL and through its subsidiary, owns a real estate asset in Pune, Maharashtra ) & THWPL with THL.
The appointed date for the merger shall be 1st February, 2015. As VSCL & THWPL are wholly owned
subsidiaries of THL no shares of THL will be issued & allotted pursuant to the scheme. The Scheme is subject
to the requisite approval of the High Courts and other relevant regulatory authorities.
The following chart presents the revenues & store portfolio of THL over the years.
46
TRENT ~ 63rd ANNUAL REPORT
Cumulative stores (THL)
Total Revenue from Operations (` Crores)
781
795
790
648
489
274
15
15
11-12
12-13
16
17
11
7
09-10
10-11
13-14
14-15
During the year under review, the like-for-like sales growth of Star Bazaar stores was 1.1% as against 3.3%
witnessed in the preceding year. THL recorded a marginal decrease in total revenue to ` 790.14 Crores
(` 795.35 Crores in FY 13-14) during the period under review, EBIT was negative ` 55.07 Crores (` 61.82
Crores in FY 13-14). These results are not comparable given the transfer of four operating stores from THL
to FHL as discussed above. Further, as a matter of prudence, deferred tax asset of ` 23.57 Crores has been
charged off to the P&L in the period under review and hence the post-tax results of THL are further not
comparable.
FHL operations: As discussed earlier, FHL acquired from THL four of the Star Bazaar stores in Gujarat and
Tamil Nadu in the context of the applicable regulations with respect to FDI in Multi Brand Retail Trading.
The Company does not envisage expansion of Star banner stores other than in the State of Gujarat.
Incidentally, during the latter part of FY15, FHL closed operation of the lone Star Bazaar store in Chennai
given the lack of supply chain proximity, and another store in Ahmedabad given longer term sustainability
issues seen. A write offs associated with closure of these two stores contributed significantly to the losses
registered during the year under review. FHL also launched on a limited trial basis, a grocery online portal
www.my247market.com to explore the online grocery retailing opportunity in the proximity of select Star
banner stores.
Operations – Landmark
The last financial year was again a challenging one for Landmark. The overall results were below expectations.
During the year under review, the Company undertook a significant restructuring exercise with respect
to the Landmark business. This exercise was taken up in the context of the evolving environment for
retailing of categories handled by the Landmark business (including books, music, gaming etc) and the
headwinds posed by muted performance of the Landmark store portfolio. The exercise involved significant
rationalization of the store portfolio, further restructuring of the product offer and material changes
to look & feel of the 6 retained stores. Consequently, the Company has taken an exceptional charge of
` 35.64 Crores in the FY 2014-15 and the revenues declined to ` 101.31Crores. The operating losses relating
to the format were lower vis-à-vis FY14 but nevertheless still significant. The full impact on revenues
primarily on account of closure of stores will be witnessed in FY15-16.
TRENT ~ 63rd ANNUAL REPORT
47
The principle measures pursued in the period under review include:
Focus of newer growth categories – The product portfolio has been significantly rationalized with toys,
stationery, front-list books and sports being pursued as the principal customer propositions going
forward. The growth categories now account for over half of the business.
Partnership with Sports Zone – Keeping in mind the evolving trend towards an active lifestyle the
Company has entered into a alliance with Sports Zone. Sports Zone is Sonea Group’s specialized
sports retail brand and commands a market leading position in the Portuguese market. The innovative
products and equipment developed and marketed by Sports Zone will be retailed to the Landmark
customers in select stores. The first Sport Zone has been launched in Bangalore CMJ store.
Redesign of the store look & feel – Consistent with the revised anchoring of the store to new growth
categories, the re-configuration of the residual stores including in terms of their look & feel is being
pursued.
Store portfolio – We have closed stores that we believe are unviable from a medium term perspective.
The intent is to focus efforts on select stores with potential for growth. Further, Landmark stores have
been rolled out in select Westside stores and they are operating as a store-in-store. The focus has been
on creating an optimized store size & layout with the new landmark brand proposition. As of March
2015 we had 6 operational Landmark stores, down from 15 in March 2014.
Integration with Westside systems:
In order to leverage the corporate infrastructure and processes, Landmark systems have been merged
with that of Westside.
Led by select categories like toys & sports merchandize, we believe the Landmark format could prove to
be a sustainable growth platform for the Company over the medium term. The substantial integration
of the non-customer facing parts of the business with the Westside infrastructure coupled with few
strong stores can be expected to significantly improve operational performance & mitigate risks in
FY15-16.
Other Joint Ventures, Key Operating Subsidiaries and Treasury
Zara and Massimo Dutti: The Company has two separate Joint Ventures with the Inditex group of
Spain with a shareholding of 51% (Inditex): 49% (Trent) – one for Zara and the other for Massimo Dutti
stores in India. The JV for Zara Stores currently operates sixteen stores – three in Delhi, four in Mumbai,
two in Bangalore and one each in Pune, Surat, Jaipur, Chandigarh, Chennai, Mohali & Gurgaon. This
JV entity (Inditex Trent Retail India Private Limited) recorded revenues of ` 720.63 Crores in FY14-15.
Plans are to open a few more Zara stores in India over the next three to four years in the major cities
– the primary challenge to faster expansion is the availability of high quality retail spaces which can
be expected to generate reasonable sales throughput. The Company views its commitment to this JV
primarily as a financial investment and consequently, it may be appropriate not to consider this as a
long term strategic investment integral to other retail operations. This view is including in the context
of the majority partner entirely controlling the core customer proposition with respect to the fashion
offer. The JV for Massimo Dutti stores is yet to commence operations.
Sisley: In FY14-15 the Company operated two small format stores under the Sisley banner, as a
franchisee of Benetton in India. Consequent to the arrangement with Benetton, the Company has not
incurred any losses with respect to this operation. Since the operation was marginal for the Company,
we have since exited this arrangement and would no longer be involved in the operation of Sisley
stores in India.
48
TRENT ~ 63rd ANNUAL REPORT
Fiora Services Limited (Fiora): Fiora hosts a range of support services to multiple Trent group entities
including with respect to accounting, payroll, merchandizing etc. We believe this structure of a separate
service providing entity has yielded encouraging results with respect to attracting relevant functional
talent and at the same time keeping related costs under control. Fiora charges the service receiving
entities primarily on an arms length basis. During the year, the charges have been calibrated to ensure
that they fully in sync with the provisions dealing with related party transactions in the Companies Act
2013.
Westland Limited (Westland): Westland Ltd (the Company) is a 96.64% subsidiary of the company and
became part of the Trent Group in the context of the acquisition of the Landmark business. Westland’s
business activity is currently focused on publishing of ‘Indian writing’ books. Starting from a low base,
Westland’s publishing has grown in a relatively short span, placing it amongst the top 5 trade publishers
in the country as per data compiled by A.C. Nielsen. Westland publishes (exclusively or jointly) 8 of
the top 20 authors in the country. The growth of Westland’s publishing business has been noticed
by various international players and there have been approaches made for strategic investment. The
exit from the distribution business, handling of difficulties in collections (given the closure/ significant
downsizing of several key book retailers) and the significant rationalization of inventory levels led to
Westland incurring losses in the recent years. The business is expected to turnaround in FY15-16 on the
back of several titles of top authors slated for release and most of the restructuring actions having been
completed.
Treasury: The Company’s treasury income (other than from subsidiaries) represented a reasonable yield
on the funds deployed on account of favorable market conditions coupled with a prudent treasury
policy. The yields realized were aided by favorable movement of interest rates during the period and
led to better returns for the company’s investments in debt instruments. The parking of proceeds
from the part monetization of the stake held in THL, mostly in mutual funds, also in part explains the
treasury income registered during the period. The funds under management, pending deployment
into operations, are ` 485 Crores in Trent and ` 542 Crores in THL as on 31st March, 2015.
The Company has in recent years endeavored to rationalize the entity structure wherever seen
appropriate – the primary aims have been to reduce complexity and realize synergies. The merger of
Landmark Limited, Trexa ADMC and Fiora Link Road Properties Ltd with the Company and the ongoing
merger exercise of integrating THWPL and VSCL with THL being cases in point.
Overall financial results
Overall, on a standalone basis the company has reported total revenues of ` 1,432.47 Crores (` 1,306.36
Crores in FY13-14) for the period under review and a Profit After Tax of ` 100.03 Crores (` 54.24 Crores in
FY13-14).
•
The exceptional items for the year represent profit on sale of part of the equity shares held in THL to
Tesco ` 103.87 Crores net of related expenses, charges related to restructuring of continuing operations
of the Landmark format ` 35.64 Crores and provision for diminution in the value of investments in
a subsidiary (Landmark E-tail Ltd) ` 11.83 Crores. During the quarter ended 30th June 2014, the
Company had revised the depreciation rates on certain fixed assets as per the useful life specified in
the Companies Act, 2013. Consequently, carrying amount of ` 6.86 Crores on account of assets whose
useful life has already exhausted as on 1st April 2014 and the deferred tax of ` 2.33 Crores thereon have
been adjusted to Retained Earnings.
TRENT ~ 63rd ANNUAL REPORT
49
The intent is to exclusively list Westside on the online market place being launched by the Tata
Group. This approach is seen warranted in order to leverage the opportunity to retail online and at
the same time retain adequate control on the key brand elements & limit economic exposure. In the
foregoing context, Landmark Etail Limited (which hosts limited online operations through its website
landmarkonthenet.com) is proposed to be divested and the estimated diminution charge has been
taken in the FY14-15 accounts.
On a consolidated basis the company has reported total revenues of ` 2,381.44 Crores (` 2,394.39
Crores in FY13-14) for the period under review and a Profit After Tax after Minority Interest of ` 129.33
Crores (negative ` 18.55 Crores in FY13-14). The consolidated results of the company for the year under
review reflects the change in status of THL from wholly owned subsidiary to a Joint Venture entity and
hence the consolidated results for the year are not comparable with that of the previous year.
In respect of the consolidated results, exceptional items represent profit on sale of part of equity shares
held in THL to Tesco ` 158.40 Crores net of related expenses, costs related to restructuring of continuing
operations of the Landmark format ` 35.64 Crores, impairment of fixed assets ` 2.70 Crores and others
` 4.89 Crores. Further consolidated results also reflect the following:
•
gains amounting to ` 347.75 Crores arising consequent to dilution of the stake held by the company
in THL on subscription of equity shares by Tesco being credited to the reserves in the consolidated
results;
•
THL’s decision to charge-out the carried forward Deferred Tax Asset of ` 23.57 Crores to the profit
& loss account as a matter prudence;
•
THWPL becoming a wholly owned subsidiary of THL during the latter part of FY14-15; and
A review of the performance of the principal retails formats has been covered in prior sections.
Internal Controls and Adequacy
The Company has a defined system of internal controls for financial reporting of transactions and compliance
with relevant laws and regulations commensurate with its size and nature of business. The Company also
has a well-defined process for ongoing management reporting, and periodic review of businesses using
the Balanced Score Card process to ensure alignment with strategic objectives.
There is an active internal audit function and is carried out partly by internal resources & the balance
activity is outsourced to CA firms. As part of the effort to evaluate the effectiveness of the internal control
systems, the internal audit department reviews the control measures on a periodic basis and recommends
improvements, wherever appropriate. The internal audit department is manned by qualified and
experienced personnel and reports directly to the Audit Committee of the Board. The Audit Committee
regularly reviews the audit findings as well as the adequacy and effectiveness of the internal control
measures. Based on their recommendations, the Company has implemented a number of control measures
both in operational and accounting related areas, apart from security related measures.
Sustainability
Your Company adopts a triple bottom-line philosophy (People-Planet-Profit) to create a sustainable
organization.
People
Being part of the Tata Group, we have always been guided by the philosophy of improving the quality of
lives of the communities we serve. Our practice of returning to society what we earn evokes trust among
50
TRENT ~ 63rd ANNUAL REPORT
consumers, employees, shareholders and the community.
In order to make community initiatives sustainable in the long run, Trent’s approach to societal
responsibilities and support of key communities is linked to its business and core competencies. The
organization approaches all such initiatives with the philosophy of it being beneficial to the business as
well and focuses on:
•
Creating more jobs for the society by following a growth agenda, and recruiting freshers from local
community
•
Increasing employability of the employees at the entry level through cross training so that they can
also pursue enriching careers within and outside the enterprise
Today, close to 20% of Company’s workforce comes from the underprivileged classes of the society. The
Company has won multiple awards at the Tata Group level for its efforts in making youngsters from the
underprivileged classes employable and employing them.
The Company believes that people are one of its greatest assets and training is an investment for
organizational excellence. As discussed in the previous year, availability of the right kind of talent in the
organized retail space continues to be an issue considering the nascent nature of the industry. Although
attrition continues to remain high with the front end store level staff, it is marginal amongst corporate staff.
However, given the expansion plans of retailers, the emergence of new entrants coupled with pronounced
hiring appetitive we are witnessing compensation pressures at all levels.
A lot of emphasis continues to be placed on training and development of store staff and also on the
development of leadership skills. Further, during the year under review, the Company has taken several
new initiatives to ensure that the knowledge gained is institutionalized and integrated with the processes
& embedded into the relevant IT systems. As of 31st March’15 the staff strength (including corporate staff )
was 3586 at Westside, 344 at Fiora, 2243 at Star Bazaar and 300 at Landmark giving an overall total of 6,473
employees across key formats/ entities within the Trent Group.
Planet
The Company follows the Tata group climate change policy which emphasises the need to play a leading
role in making the planet a better place to live in. We focus on four areas for championing the cause of a
green operation:
•
Energy Conservation
•
Logistics Efficiency
•
e-Waste Management
•
Product Manufacturing & Packaging
Targets are set for energy consumption at stores and offices and adherence monitored on a monthly basis.
Logistics efficiency with a focus towards reducing carbon footprint helps the organization reap business
benefits as well. e-Waste is managed through certified suppliers. Reduction in usage of plastic in product
packaging also helps the Company in making its operations a green one.
Profit
Since its inception, the company has had a focus on delivering value for all its stakeholders. It has operated
on the principles of effective cost management without compromising the quality of products retailed
from the stores.
TRENT ~ 63rd ANNUAL REPORT
51
Outlook
The economic situation has shown an improving trend with new government focusing on improving the
investment environment and maintaining economic stability. The improving economic scenario should
translate into positive consumption triggers over time. Separately, the continued hiring by various sectors
(at the entry level) and consequently improved absorption of youth into the organized workforce should
also serve as an important positive consumption trigger.
On the other hand, escalating costs (especially wages, electricity and common area maintenance) imply
continued challenges. Further, the increase in the service tax rate would also exacerbate cost pressures
given its wide coverage.
Separately, securing properties at acceptable rentals and valuations in the real estate space (with most
participants in the organized retail pursuing their growth plans) continues to be a challenge. However,
across formats, the preference for standalone properties vis-à-vis mall developments has mitigated this
risk to a significant degree. The property pipeline already contracted should still allow opening a number
of new Westside and Star banner stores in FY 15-16.
Overall, we continue to be very positive on the underlying case for growth of organized retailing in India
over the coming years. As observed in the previous years, the intent going forward is to continue scaling
up our presence and in doing so across the formats:
Concentrate resources on substantially growing the existing anchor formats (especially Westside and
Star);
Continued emphasis on building own-branded/ exclusive customer offers that are compelling to the
target audience & afford greater degree of control on key elements of the customer proposition;
Emphasize sustainable store level profitability and only scale up with new stores locations that are
expected to be profitable within an agreeable time frame;
Emphasis primarily “standalone” properties; especially given the rental economics vis-à-vis sales
densities in locations of interest to us;
Selectively commit direct investments in properties;
Leverage partnership with global retailers like Tesco and Inditex to further the profitable growth of
respective formats.
Risk and Concerns
Retail real estate availability and costs: Significant number of global retailers already having presence
in India & other global brands (especially under the single-brand umbrella) plan to roll out stores and
consequently, the shortage of quality malls/ standalone real estate in high street locations is seen as a
major impediment to the expansion plans of the organized retail in the near term. We see the emphasis
on standalone properties being critical to mitigating this risk to an extent.
Talent availability: As observed in earlier years, the availability of relevant talent at acceptable
compensation levels continues to be an issue. And employing expatriates, with the attendant higher
costs, becomes inevitable in certain areas due to paucity of talent as we attempt to scale up significantly.
Electricity availability & costs: Electricity is one of the largest components of our costs and has
increased significantly in recent years, especially in States like Maharashtra. Separately, higher power
deficits in select cities has led to increased load shedding and has meant more reliance on generators,
which has added to costs – our stores in Chennai are a case in point.
52
TRENT ~ 63rd ANNUAL REPORT
Reconfiguration of Landmark: Given market conditions and developments, the Landmark format
is currently in the process of being shaped into a family entertainment format, with focus on toys,
front list adult & children’s books, tech accessories and stationery. The Company is still faced with the
challenge of establishing Landmark as a viable the family entertainment format.
Deep discounting by online retailers: Several online players have sought to disrupt the retail market,
especially in the last year, with deep discounting funded by overseas shareholders. The sustainability
of such deep discounting is debatable but we need to nevertheless handle the onslaught and continue
to be relevant to our target audiences.
Indirect taxation: The indirect tax regime with its multiplicity of charges and levies continues to be an
issue (should be addressed at least partly when the proposed GST regime is implemented – but even
on that account both the rate and mechanics would still have material implications for our operations).
The primary negatives being the increase in the service tax has contributed to an increase in the
already high cost of occupancy and there is continuing litigation in this regard. This is a significant
financial charge to an industry which already faces pronounced challenges.
Cautionary Statement
Statements in the Management Discussion and Analysis describing the Company’s objectives, projections,
estimates and expectations may be ‘forward-looking statements’ within the meaning of applicable
securities laws and regulations. Actual results could differ materially from those expressed or implied.
Important factors that could make a difference to the Company’s operations include economic conditions
affecting demand/supply and price conditions in the markets in which the Company operates, changes in
the Government regulations, tax laws and other statutes and other incidental factor.
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53
CORPORATE GOVERNANCE REPORT FOR THE YEAR 2014-2015
(As required under Clause 49 of the Listing Agreements entered into with the Stock Exchanges)
1] The Company’s philosophy on Corporate Governance
The Company’s philosophy on Corporate Governance is to observe the highest level of ethics in all
its dealings, to ensure efficient conduct of the Company and help the Company achieve its goal in
maximizing value for all its stakeholders. The Company’s philosophy is in line with the Tata group’s long
standing tradition of fair and transparent governance.
The Company has adopted the Tata Code of Conduct for its employees including the Executive
Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors.
The Company’s Corporate Governance philosophy has been further strengthened through the Tata
Business Excellence Model, the Tata Code of Conduct for Prevention of Insider Trading and Code of
Corporate Disclosure Practices and the Whistle Blower Policy. The Company is in compliance with the
requirements of the guidelines on Corporate Governance stipulated under Clause 49 of the Listing
Agreements entered with the Stock Exchanges.
2] Board of Directors
As on 31st March 2015, the Company has 9 Directors which includes a Non-Executive Chairman and a
Managing Director. Out of 8 Non-Executive Directors, 5 are Independent Directors. The composition
of the Board is in conformity with Clause 49 of the Listing Agreements entered into with the Stock
Exchanges.
All Independent Directors of the Company have been appointed as per the provisions of the Companies
Act, 2013 and the Governance Guidelines for Board Effectiveness adopted by the Company. Formal
letters of appointment have been issued to the Independent Directors. The terms and conditions of
their appointment are disclosed on the Company’s website.
The Board of Directors of the Company met 8 times during the year 2014-2015 i.e. on 10th April 2014,
28th May 2014, 30th May 2014, 7th August 2014, 4th November 2014, 18th December 2014, 29th January
2015 and 26th March 2015.
None of the Directors of the Company is a Member of more than 10 Committees or a Chairman of more
than 5 committees across all the Companies in which he/ she is a Director.
The names and categories of the Directors on the Board, their attendance at Board meetings and at
the last Annual General Meeting held during the year and the number of directorships and committee
chairmanships / memberships held by them in other companies is given below. Chairmanship /
membership of Board Committees include only Audit and Stakeholders Relationship Committees.
Other directorships do not include alternate Directorships, Directorships of private limited companies,
Section 8 companies and of companies incorporated outside India.
54
TRENT ~ 63rd ANNUAL REPORT
Name
Category
No. of Board Meetings
attended during
2014-2015
Whether attended
last AGM held on
Thursday 14th
August, 2014
Held
Attended
Non-Independent
Non-Executive
8
8
Yes
Mr. A. D. Cooper
DIN: 00026134
Independent
Non-Executive
8
8
Mr. Z.S. Dubash
DIN: 00026206
Independent
Non-Executive
8
Mr. B. Bhat
DIN: 00148778
Non-Independent
Non-Executive
Mr. S. Susman
DIN:03503013
Independent
Non-Executive
Mr. B. N. Vakil
DIN:00283980
No. of Directorships in
other Public Limited
Companies
(As on 31st March
2015)
No. of Committee positions
held in other Public
Companies
(As on 31st March 2015)
Number
of Equity
shares held
as on 31st
March 2015
Chairman
Member
8
1
1
88,693
Yes
5
3
1
Nil
5
Yes
1
Nil
Nil
Nil
8
6
No
5
Nil
2
Nil
8
5
No
Nil
Nil
Nil
Nil
Independent
Non-Executive
8
6
Yes
5
Nil
2
Nil
Mr. H. Bhat
DIN : 00478198
Non-Independent
Non-Executive
8
7
Yes
5
Nil
3
Nil
Mr. P. Auld*
(Managing Director)
DIN:03543080
Non-Independent
Executive
8
8*
Yes*
1
NIL
NIL
Nil
Ms. S. Singh**
DIN:07108778
Independent
Non-Executive
8
1
N.A.
NIL
NIL
NIL
122
Mr. A. Sen***
DIN:00002593
Independent
Non-Executive
8
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
Non-Independent
Executive
8
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
Mr. N. N. Tata
(Chairman)
DIN: 00024713
Mr. P. Venkatesalu****
DIN: 02190892
*
Mr. P. Auld was a Manager under the Companies Act uptill 3rd November 2014. From 4th November 2014 Mr. P. Auld was
appointed as the Managing Director. He has attended all the 8 Board Meetings held during the financial year.
** Appointed as an Additional Director with effect from 3rd March 2015
*** Appointed as an Additional Director with effect from 27th May 2015
**** Appointed as an Executive Director with effect from 1st June 2015
The gap between two meetings did not exceed 120 days. The required information as enumerated
in Annexure X to Clause 49 of the Listing Agreement is made available to the Board of Directors for
discussions and consideration at Board meetings.
The Company did not have any pecuniary relationship or transactions with Non-Executive Directors
during the year ended 31st March 2015 except for payment of sitting fees and Commission. None of the
Directors are inter-se related to each other.
Separate Meeting of Independent Directors
A separate meeting of Independent Directors of the Company, without the attendance of NonIndependent Directors and members of management, was held on 26th March 2015, as required under
Schedule IV to the Companies Act, 2013 (Code for Independent Directors) and Clause 49 of the Listing
Agreement. Mr. A. D. Cooper, Mr. S. Susman and Ms. S. Singh attended the Meeting of Independent
Directors. Mr. A. D. Cooper chaired the meeting.
Code of Conduct:
The Company has adopted the Tata Code of Conduct for its Executive Directors, senior management
personnel and other executives of the Company. The Company has received confirmations from the
Executive Director and senior management personnels regarding compliance of the Code for the year
ended 31st March 2015. The Company has also adopted the Code of Conduct for Non-Executive Directors
of the Company. The Company has received confirmations from the Non-Executive Directors regarding
compliance of the Code for the period ended 31st March 2015. A declaration to this effect duly signed by
the Managing Director is annexed hereto. Both the Codes are posted on the website of the Company.
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55
Board, Director and Committee Evaluation and criteria for evaluation
During the year, the Board has carried out an annual evaluation of its own performance, performance
of the Directors, as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteria for performance
evaluation of individual Directors and the Board.
The Criteria for evaluation of individual Directors include aspects such as attendance and contribution
at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee
Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the
strategic agenda of the Board, encouraging active engagement by all Board members and motivating
and providing guidance to the Managing Director.
The criteria for Board Evaluation include inter alia, degree of fulfillment of key responsibilities, Board
structure and composition, establishment and delineation of responsibilities to various Committees,
effectiveness of Board processes, information and functioning.
Familiarization Programme for Independent Directors
The Company familiarizes its Independent Directors with the Company, their roles, rights, responsibilities
in the Company, nature of the industry in which the Company operates, business model of the
Company, etc., through various programmes. These include orientation programme upon induction of
new Directors, as well as other initiatives to update the Directors on a continuing basis.
The Familiarisation programme for Independent Directors is disclosed on the Company’s website at
http://www.mywestside.com/WebPages/InnerPages/Policies-information.aspx
3] Audit Committee
a)
56
Terms of reference:
•
Oversight of the company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;
•
Recommendation for appointment, remuneration and terms of appointment of auditors of
the company;
•
Approval of payment to statutory auditors for any other services rendered by the statutory
auditors;
•
Reviewing, with the management, the annual financial statements and auditor’s report
thereon before submission to the board for approval;
•
Reviewing, with the management, the quarterly financial statements before submission to
the board for approval;
•
Reviewing, with the management, the statement of uses / application of funds raised through
an issue, the statement of funds utilized for purposes other than those stated in the offer
document / prospectus / notice and making appropriate recommendations to the Board to
take up steps in this matter;
•
Review and monitor the auditor’s independence and performance, and effectiveness of audit
process;
•
Approval or any subsequent modification of transactions of the company with related parties;
•
Scrutiny of inter-corporate loans and investments;
TRENT ~ 63rd ANNUAL REPORT
•
Valuation of undertakings or assets of the company, wherever it is necessary;
•
Evaluation of internal financial controls and risk management systems;
•
Reviewing, with the management, performance of statutory and internal auditors, adequacy
of the internal control systems;
•
Reviewing the adequacy of internal audit function;
•
Discussion with internal auditors of any significant findings and follow up there on;
•
Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board;
•
Discussion with statutory auditors before the audit commences, about the nature and scope
of audit as well as post-audit discussion to ascertain any area of concern;
•
To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders and creditors;
•
To review the functioning of the Whistle Blower mechanism;
•
Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person
heading the finance function or discharging that function) after assessing the qualifications,
experience and background, etc. of the candidate;
•
Carrying out any other function as is mentioned in the terms of reference of the Audit
Committee;
•
generally all items listed in Clause 49(III)(D) of the Listing Agreement and in Section 177 of the
Companies Act, 2013;
•
The Audit Committee shall mandatorily review (i) the Management discussion and analysis
of financial condition and results of operations; (ii) Statement of significant related party
transactions submitted by management; (iii)Management letters / letters of internal control
weaknesses issued by the statutory auditors (iv) Internal audit reports relating to internal
control weaknesses and (v) The appointment, removal and terms of remuneration of the Chief
internal auditor;
•
Providing guidance to the Compliance Officer for setting forth policies and implementation of
the revised Tata Code of Conduct for Prevention of Insider Trading and the Code of Corporate
Disclosure Practices;
•
To note and take on record the status reports detailing the dealings by Designated Persons in
Securities of the Company, as submitted by the Compliance Officer;
•
To give suitable directions for initiating penal action against any person upon being informed
by the Compliance Officer that such person has violated the revised Code and / or the New
Regulations.
The Audit Committee meetings are usually attended by the Chief Financial Officer,
representatives of the Statutory Auditors and the Internal Auditor. The Company Secretary
acts as the Secretary of the Audit Committee.
Minutes of the Audit Committee Meetings are circulated to the members of the Board,
discussed and taken note of.
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57
b) Composition and attendance during the year:
The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the
Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013.
As on 31st March 2015, the Audit Committee comprises of 4 Non-Executive Directors, 3 of which
are Independent.
The composition of the Audit Committee and the details of meetings attended by the Members
are given below:
Name of Members
Category
No. of Committee
Meetings attended
during the year
2014-2015
Held
Attended
Mr. A. D. Cooper, Chairman
Independent Non-Executive
5
5
Mr. N. N. Tata
Non-Independent Non-Executive
5
5
Mr. Z. S. Dubash
Independent Non-Executive
5
5
Mr. B. N. Vakil
Independent Non-Executive
5
4
Mr. A. Sen*
Independent Non-Executive
5
N.A.
*Appointed as a member of the Committee w.e.f. 27th May 2015
Members of the Audit Committee have requisite financial, legal and management expertise.
During the year 2014-15, 5 Audit Committee meetings were held on 16th April 2014, 28th May 2014,
6th August 2014, 4th November 2014 and 29th January 2015 .The necessary quorum was present at
all the meetings.
The Chairman of the Audit Committee, Mr. A. D. Cooper, was present at the Annual General Meeting
held on 14th August 2014. The Chairman of the Audit Committee briefs the Board members about
the significant discussions at Audit Committee meetings.
Vigil Mechanism/ Whistle Blower Policy
The Board of Directors on the recommendations of the Audit Committee has approved and
adopted a Whistle Blower Policy that provides a formal mechanism for all Directors and employees
of the Company to approach the Chairman of the Audit Committee/ Chief Ethics Counselor of the
Company and make protective disclosure about the unethical behavior, actual or suspected fraud
or violation of the Company’s Code of Conduct.
4] Nomination and Remuneration Committee
a)
58
Terms of reference:
•
Recommend to the Board the setup and composition of the Board and its committees. This
shall include “Formulation of the criteria for determining qualifications, positive attributes and
independence of a Director”;
•
Recommend to the Board the appointment or reappointment of Directors;
•
Devise a policy on Board diversity;
TRENT ~ 63rd ANNUAL REPORT
•
Recommend to the Board appointment of Key Managerial Personnel;
•
Support the Board and Independent Directors in evaluation of the performance of the Board, its
Committees and individual Directors. This shall include “Formulation of criteria for evaluation
of Independent Directors and the Board.” Additionally, the Committee may also oversee the
performance review process of the Key Managerial Personnel and the Executive team of the
Company;
•
Recommend to the Board the remuneration policy for Directors, executive team/ Key
Managerial Personnel as well as the rest of the employees;
•
On an annual basis, recommend to the Board the remuneration payable to Directors and
executive team/ Key Managerial Personnel of the Company;
•
Oversee familiarisation programmes for Directors;
•
Oversee the HR philosophy, HR and People strategy and HR practices including those for
leadership development, rewards and recognition, talent management and succession
planning (specifically for Board, KMP and executive team);
•
Review retirement benefits to be paid under the Retirement Benefit Guidelines adopted by the
Board and to deal with matters pertaining to Employees’ Stock Option Scheme, etc.
b) Composition and attendance during the year:
The composition of the Nomination and Remuneration Committee (NRC) and the details of
Meetings attended by the Members are given below:
Name of Members
Category
No. of Committee Meetings
attended during the year
2014-2015
Held
Attended
Mr. A. D. Cooper, Chairman
Independent Non-Executive
5
5
Mr. N. N. Tata
Non-Independent Non-Executive
5
5
Mr. Z. S. Dubash
Independent Non-Executive
5
4
Mr. B. Bhat
Non-Independent Non-Executive
5
4
Mr. B. N. Vakil
Independent Non-Executive
5
4
During the year 2014-15, 5 NRC meetings were held on 28th May 2014, 29th September 2014,
4th November 2014, 29th January 2015 and 26th March 2015.
c) Remuneration Policy:
This remuneration policy has been prepared pursuant to the provisions of Section 178(3) of the
Companies Act, 2013 and Clause 49(IV)(B)(1) of the Equity Listing Agreement. While formulating
this policy, the NRC has considered the factors laid down under Section 178(4) of the Act, which are
as under:
TRENT ~ 63rd ANNUAL REPORT
59
“(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate directors of the quality required to run the company successfully;
(b) relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
(c) remuneration to Directors, Key Managerial Personnel and Senior Management involves
a balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the company and its goals”
Key principles governing this remuneration policy are as follows:
Remuneration for Independent Directors and Non-Independent Non-Executive Directors
•
•
•
•
•
•
•
•
Independent Directors (“ID”) and Non-Independent Non-Executive Directors (“NED”) may be
paid sitting fees (for attending the meetings of the Board and of committees of which they
may be members) and commission within regulatory limits.
Within the parameters prescribed by law, the payment of sitting fees and commission will be
recommended by the NRC and approved by the Board.
Overall remuneration (sitting fees and commission) should be reasonable and sufficient to
attract, retain and motivate Directors aligned to the requirements of the Company (taking into
consideration the challenges faced by the Company and its future growth imperatives).
Overall remuneration should be reflective of size of the Company, complexity of the sector/
industry/ Company’s operations and the Company’s capacity to pay the remuneration and
overall remuneration practices should be consistent with recognized best practices.
Quantum of sitting fees may be subject to review on a periodic basis, as required.
The aggregate commission payable to all the NEDs and IDs will be recommended by the NRC
to the Board based on Company performance, profits, return to investors, shareholder value
creation and any other significant qualitative parameters as may be decided by the Board.
The NRC will recommend to the Board the quantum of commission for each Director based
upon the outcome of the evaluation process which is driven by various factors including
attendance and time spent in the Board and Committee meetings, individual contributions at
the meetings and contributions made by Directors other than in meetings.
In addition to the sitting fees and commission, the Company may pay to any Director such
fair and reasonable expenditure, as may have been incurred by the Director while performing
his/ her role as a Director of the Company. This could include reasonable expenditure incurred
by the Director for attending Board/ Board Committee meetings, general meetings, court
convened meetings, meetings with shareholders/ creditors/ management, site visits, induction
and training (organized by the Company for Directors).
Remuneration for Managing Director (“MD”)/ Executive Directors (“ED”)/ KMP/ rest of the
employees
• The extent of overall remuneration should be sufficient to attract and retain talented and
qualified individuals suitable for every role. Hence remuneration should be Market competitive,
driven by the role played by the individual, reflective of size of the Company, complexity of the
sector/ industry/ Company’s operations and the Company’s capacity to pay, consistent with
recognized best practices and aligned to any regulatory requirements.
• In terms of remuneration mix or composition,
o The remuneration mix for the MD/ EDs is as per the contract approved by the shareholders.
In case of any change, the same would require the approval of the shareholders.
60
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o
Basic/ fixed salary is provided to all employees to ensure that there is a steady income in
line with their skills and experience.
o In addition to the basic/ fixed salary, the Company provides employees with certain
perquisites, allowances and benefits to enable a certain level of lifestyle and to offer
scope for savings and tax optimization, where possible. The Company also provides all
employees with a social security net (subject to limits) by covering medical expenses and
hospitalization through re-imbursements or insurance cover and accidental death and
dismemberment through personal accident insurance.
• In addition to the basic/ fixed salary, benefits, perquisites and allowances as provided
above, the Company provides MD/ EDs such remuneration by way of an annual incentive
remuneration/ performance linked bonus subject to the achievement of certain performance
criteria and such other parameters as may be considered appropriate from time to time by the
Board. An indicative list of factors that may be considered for determination of the extent of
this component are:
o Company performance on certain defined qualitative and quantitative parameters as may
be decided by the Board from time to time,
o Industry benchmarks of remuneration,
o Performance of the individual.
• The Company provides the rest of the employees a performance linked bonus. The performance
linked bonus would be driven by the outcome of the performance appraisal process and the
performance of the Company.
As per the provisions of Section 197 of the Companies Act, 2013 and rules made thereunder, the
sitting fees to be paid to each Director for attending each meeting of the Board or a Committee
thereof shall not exceed Rupees One Lakh. With effect from 29th May 2014 a sitting fee of Rupees
Fifty Thousand for attendance at each meeting of the Board and Audit Committee, Rupees Ten
Thousand for attendance at each meeting of the Investment Committee, Nomination and
Remuneration Committee and Property Committee and Rupees Six Thousand for attendance at
each meeting of the Stakeholders Relationship Committee and Corporate Social Responsibility
Committee of Directors, was being paid by the Company. The sitting fees paid / payable to the
non-whole time Directors is excluded whilst calculating the above limits of remunerations.
d) Directors’ Remuneration:
The Directors’ remuneration and sitting fees paid in the financial year 2014-15 is given below:
Non-Executive Directors
Name of the Director Commission for the financial year
Sitting Fees for attending Board
2013-2014 paid in
and Committee Meetings for
2014-2015
2014-2015
[`]
[`]
Mr. N. N. Tata
6,50,000
6,82,000
Mr. A. D. Cooper
6,00,000
6,36,000
Mr. Z. S. Dubash
6,00,000
5,46,000
Mr. B. Bhat
3,00,000
3,28,000
Mr. S. Susman
3,00,000
2,76,000
Mr. B. N. Vakil
3,00,000
4,56,000
Mr. H. Bhat*
N.A.
3,00,000
Ms. S. Singh**
N.A.
1,00,000
* Appointed as a Director with effect from 1st April 2014
** Appointed as an Additional Director with effect from 3rd March 2015
TRENT ~ 63rd ANNUAL REPORT
61
Mr. P. Auld was a Manager under the Companies Act uptill 3rd November 2014. He is appointed
as the Managing Director of the Company for a period of three years with effect from
4th November 2014. The remuneration paid to him for FY 2014-15 is as under:
Salary: ` 21,20,000/Perquisites and allowances: ` 3,83,20,666/Bonus and Performance linked incentive: ` 1,16,23,416/Retirals: ` 2,54,400/The remuneration of Mr. P. Auld w.e.f. 1st May 2014 is subject to approval of the Central Government.
Notice period: Either party may terminate the agreement by giving to the other party six months
notice of such termination or by surrendering six months remuneration in lieu thereof. There is no
separate provision for payment of severance fees
Stock options: Nil
5] Investment Committee
In order to monitor and optimize returns from investments of surplus funds of the Company and also to
review the investments made by its subsidiaries, the Board of Directors had constituted an Investment
Committee of the Directors.
The composition of the Investment Committee and the details of Meetings attended by the Members
are given below:
Name of Members
Category
No. of Committee Meetings attended
during the year 2014-2015
Held
Attended
Mr. N. N. Tata, Chairman
Non-Independent Non-Executive
2
2
Mr. Z. S. Dubash
Independent Non-Executive
2
2
Mr. H. Bhat
Non-Independent Non-Executive
2
1
During the year 2014-15, 2 Investment Committee meetings were held on 12th June 2014 and
4th August 2014.
6] Property Committee
The composition of the Property Committee and the details of Meetings attended by the Members are
given below:
Name of Members
Category
No. of Committee Meetings attended
during the year 2014-2015
Held
Attended
Mr. N. N. Tata, Chairman Non-Independent Non-Executive
7
7
Mr. Z. S. Dubash
7
7
Independent Non-Executive
During the year 2014-15, 7 Property Committee meetings were held on 14th April 2014, 9th May 2014,
20th May 2014, 30th July 2014, 22nd October 2014, 23rd December 2014 and 20th March 2015.
62
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7] Stakeholders’ Relationship Committee
a) Terms of reference:
• Review statutory compliance relating to all security holders;
• Consider and resolve the grievances of security holders of the company including complaints
related to transfer of securities, non-receipt of annual report/ declared dividends/ notices/
balance sheet;
• Oversee compliances in respect of dividend payments and transfer of unclaimed amounts to
the Investor Education and Protection Fund;
• Oversee and review all matters related to the transfer of securities of the Company;
• Approve issue of duplicate certificates of the Company;
• Review movements in shareholding and ownership structures of the Company;
• Ensure setting of proper controls and oversee performance of the Registrar and Share Transfer
Agent;
• Recommend measures for overall improvement of the quality of investor services.
b) Composition and attendance during the year:
The composition of the Stakeholders Relationship Committee is given below:
Name of Members
Category
Mr. A. D. Cooper, Chairman
Independent Non-Executive
Mr. B. Bhat
Non-Independent Non-Executive
Mr. S. Susman
Independent Non-Executive
During the year 2014-15, one Stakeholders Relationship Committee meeting was held on
7th August 2014 which was attended by all members of the Committee.
The Company Secretary acts as the Secretary of the Committee.
[a] Name and contact details of Compliance Officer : Mr. M. M. Surti
Company Secretary
Corporate Office
: Trent Limited
Trent House, 10th Floor, G- Block,
Plot No. C-60, Beside Citi Bank,
Bandra Kurla Complex,
Bandra (East), Mumbai-400 051
Tel: 022-67009000
Fax: 022-67008100
Email Id for correspondence:
investor.relations@trent-tata.com
b] Details of complaints received from SEBI/Stock Exchanges etc. and redressed during the year
2014-2015:
Opening Balance
Nil
Received during the
year
Resolved during the
year
Closing Balance
8
8
Nil
[c] No. of pending share transfers / requests for dematerialization of shares as on 31st March 2015:
Nil.
TRENT ~ 63rd ANNUAL REPORT
63
8] Corporate Social Responsibility Committee
a) Terms of reference:
•
Formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy which
shall indicate the activities to be undertaken by the company;
•
Recommend the amount of expenditure to be incurred on the activities referred to in clause
above;
•
Monitor the CSR Policy of the company from time to time;
•
Oversee the company’s conduct with regard to its corporate and societal obligations and its
reputation as a responsible corporate citizen;
•
Oversee activities impacting the quality of life of various stakeholders.
b) Composition and attendance during the year:
The composition of the CSR Committee and the details of Meetings attended by the Members are
given below:
Name of Members
Category
No. of Committee
Meetings attended
during the year
2014-2015
Held
Attended
Mr. N. N. Tata, Chairman
Non-Independent Non-Executive
2
2
Mr. Z. S. Dubash
Independent Non-Executive
2
1
Mr. B. Bhat
Non-Independent Non-Executive
2
2
Mr. B. N. Vakil
Independent Non-Executive
2
1
During the year 2014-15, 2 CSR Committee meetings were held on 29th September 2014 and
26th March 2015.
9] Subsidiary Companies
The Company does not have any material non-listed Indian subsidiary as defined under Clause 49 of
the Listing Agreement. The Company has formulated a policy for determining material subsidiaries. The
Policy is disclosed on the Company’s website at http://www.mywestside.com/WebPages/InnerPages/
Policies-information.aspx
The Audit Committee of the Company reviews the financial statements, particularly, the investments
made by the Company’s non-listed subsidiary companies. Attention of the Directors of the Company is
drawn to all significant transactions and arrangements entered into by the subsidiary companies.
64
TRENT ~ 63rd ANNUAL REPORT
10] General Body Meetings
Location and time, where last three Annual General Meetings were held:
Annual General
Meeting (AGM)
Date
Time
Venue
60th AGM
10th August 2012
3.00 p.m.
61st AGM
2nd August 2013
11.00 a.m.
62nd AGM
14th August 2014
11.00 a.m.
Walchand Hirachand Hall, 4th Floor,
Indian Merchants’ Chamber (IMC),
IMC Building, IMC Marg, Churchgate,
Mumbai – 400 020
All resolutions moved at the last Annual General Meeting were passed with requisite majority by the
shareholders.
The following are the special resolutions passed at the Annual General Meeting held in the last three
years.
AGM held on
Special Resolution
passed
Summary
10th August 2012
Yes
Raising of long term resources
2 August 2013
Yes
Commission to Non-Whole Time Directors
14 August 2014
Yes
Re-appointment of Mr. P. Auld as a ‘Manager’
nd
th
11] Postal Ballot
During the year 3 special resolutions were passed through postal Ballot including e-voting as under:
•
Pursuant to Sections 196,197 of the Companies Act, 2013, read with Schedule V to the Act for
appointment of Mr. P. Auld as the Managing Director of the Company
•
Pursuant to Sections 42 and 71 of the Companies Act, 2013 for offer or invitation to subscribe to
Non-Convertible Debentures on a private placement basis and
•
Pursuant to Section 180(1)(a) of the Companies Act, 2013 for creation of charge on movable and
immovable properties of the Company
Voting pattern and procedure for Postal Ballot including e-voting:
1. The Board of Directors at its meeting held on 4th November 2014 had appointed Mr. P. N. Parikh of
M/s. Parikh & Associates, Practising Company Secretaries, as a Scrutinizer for conducting the postal
ballot and e-voting process.
2. The Postal Ballot Notice along with Ballot Paper and self-addressed postage prepaid envelopes were
sent by speed post/ registered post to all those Shareholders whose email ids were not registered
with the Company/ Depository and by email to all those shareholders who had registered their
email ids with the Company/ Depositories as on 7th November 2014.
3. The e-voting period commenced on 23rd November 2014 at 9.00 am and ended on
22nd December 2014 at 5.30 pm. The last date for accepting the Postal Ballot forms from the
members was 22nd December 2014 at 5.30 pm.
4. On 23rd December 2014, the Company announced the following result of the Postal Ballot including
e-voting as per the Scrutinizer’s Report:
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65
Resolution No.1
Promoter / No. of shares No. of votes
Public
held
polled
% of votes
polled on
outstanding
shares
No. of
Votes
– in
favour
No. of
Votes –
against
% of Votes
in favour
on votes
polled
% of Votes
against on
votes
polled
(1)
(3)=[(2)/
(1)]*100
(4)
(5)
(6)=[(4)/(2)]
*100
(7)=[(5)/(2)]
*100
(2)
Promoter
and
Promoter
Group
1,08,38,015
1,08,38,015
100.00
1,08,38,015
0
100.00
0.00
Public –
Institutional
holders
1,31,75,746
77,79,691
59.05
77,76,879
2,812
99.96
0.04
92,17,783
11,25,894
12.21
11,22,372
3,522
99.69
0.31
59.41 1,97,37,266
6,334
99.97
0.03
PublicOthers
Total
3,32,31,544 1,97,43,600
Resolution No.2
Promoter / No. of shares No. of votes
Public
held
polled
% of votes
polled on
outstanding
shares
No. of
Votes
– in
favour
No. of
Votes –
against
% of Votes
in favour
on votes
polled
% of Votes
against on
votes
polled
(1)
(3)=[(2)/
(1)]*100
(4)
(5)
(6)=[(4)/(2)]
*100
(7)=[(5)/(2)]
*100
Promoter
and
Promoter
Group
1,08,38,015
1,08,38,015
100.00
1,08,38,015
0
100.00
0.00
Public –
Institutional
holders
1,31,75,746
77,79,691
59.05
77,79,691
0
100.00
0.00
92,17,783
11,23,866
12.19
11,15,172
8,694
99.23
0.77
59.41 1,97,32,878
8,694
99.96
0.04
PublicOthers
Total
66
(2)
TRENT ~ 63rd ANNUAL REPORT
3,32,31,544 1,97,41,572
Resolution No.3
Promoter / No. of shares No. of votes
Public
held
polled
% of votes
polled on
outstanding
shares
No. of
Votes
– in
favour
No. of
Votes –
against
% of Votes
in favour
on votes
polled
% of Votes
against on
votes
polled
(1)
(3)=[(2)/
(1)]*100
(4)
(5)
(6)=[(4)/(2)]
*100
(7)=[(5)/(2)]
*100
(2)
Promoter
and
Promoter
Group
1,08,38,015
1,08,38,015
100.00
1,08,38,015
0
100.00
0.00
Public –
Institutional
holders
1,31,75,746
77,79,691
59.05
77,79,691
0
100.00
0.00
92,17,783
11,22,550
12.18
11,15,028
7,522
99.33
0.67
59.40 19,732,734
7,522
99.96
0.04
PublicOthers
Total
3,32,31,544 1,97,40,256
12] Disclosures
Related Party Transactions
a) Transactions with the related parties are disclosed on Page 112 in Note 4.18 of the Notes on the
Balance Sheet and Profit and Loss Account in the Annual Report.
b) There are no materially significant related party transactions of the Company which have potential
conflict with the interests of the Company at large. The Company has formulated a policy on
materiality of Related Party Transactions and also on dealing with Related Party Transactions.
The Policy is disclosed on the Company’s website at http://www.mywestside.com/WebPages/
InnerPages/Policies-information.aspx
c) During the year, there were no materially significant related party transactions, i.e. transactions
of the Company of material nature with its promoters, their subsidiaries, the Directors or the
management or relatives, etc. that may have potential conflict with the interests of the Company
at large. Declarations have been received from the senior management personnel to this effect.
d) The Company has complied with the requirements of the Stock Exchanges/ SEBI and statutory
authorities on all matters related to the capital markets during the last three years. No penalty or
strictures were imposed on the Company by these authorities.
e) The Company has complied with all the mandatory requirements of Clause 49 of the Listing
Agreement relating to Corporate Governance. The status of compliance with the non-mandatory
requirements is as under:
•
The financial statements of the Company are unqualified.
•
The Chairman of the Board is a Non-Executive Director and his position is separate from that of
the Managing Director
•
The Internal Auditor reports to the Audit Committee
TRENT ~ 63rd ANNUAL REPORT
67
f)
The Company has laid down a process of assessing risk management. The scope of Audit Committee
includes review of Company’s financial and risk management policies.
g) The Company discloses to the Audit Committee the uses / applications of funds raised through
Rights Issue, on a quarterly and annual basis as a part of their declaration of financial results.
13] Means of Communication
The annual, half-yearly and quarterly results are posted by the Company on its website
www.mywestside.com.
These are also submitted to BSE Limited and the National Stock Exchange of India Limited, in accordance
with the Listing Agreement and published quarterly in leading newspapers like the Business Standard,
Free Press Journal, Navshakti and Jam-e-Jamshed giving adequate coverage of the financial results.
Whenever applicable, the Company also displays official news releases and meets the institutional
investors/analysts.
Management Discussion and Analysis Report forms part of the Directors Report and is annexed thereto.
14] Reconciliation of Share Capital Audit and 47(c) Certificate
A qualified practicing Company Secretary carried out a quarterly reconciliation of share capital audit,
as per Regulation 55A of the SEBI (Depositories and Participants) Regulations 1996, to reconcile the
total admitted capital with NSDL and CDSL and the total issued and listed capital. The audit confirms
that the total issued / paid-up capital is in agreement with the aggregate of the total number of shares
in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL).
Pursuant to Clause 47 (c) of the Listing Agreement with the Stock Exchanges, certificates have been
issued on a half-yearly basis, by a Company Secretary in practice, certifying due compliance of share
transfer formalities by the Company.
15] General Shareholder Information
Annual General Meeting:
Date and Time
7th August 2015, at 11.00 a.m.
Venue
Rangaswar Auditorium, Y. B. Chavan Centre, 4th Floor, General
Jagannath Bhosale Marg, Nariman Point, Mumbai – 400 021
Date of book closure
29th July 2015 to 31st July 2015 (both days inclusive)
Listing on Stock Exchanges BSE Limited and The National Stock Exchange of India Limited.
As required under Clause 49 of the Listing Agreement, particulars of Directors seeking appointment/
re-appointment are appended to the Notice of the Annual General Meeting to be held on 7th August
2015.
Financial Calendar Year ending 31st March
The Company has paid annual listing fees to BSE Limited and to the National Stock Exchange of India
Limited for the financial year 2014-2015
Stock Code
EQUITY
NSE - NCDS
TRE16
TRE17
68
TRENT ~ 63rd ANNUAL REPORT
BSE
500251
NSE
TRENT EQ
Debenture Trustee
Axis Trustee Services Limited
Registered & Corporate Office Address:- 2nd Floor, Axis House, Bombay Dyeing Mills Compound,
Pandurang Budhkar Marg, Worli, Mumbai-400 025
Telephone: 022 24255215/ 5216 Fax: 022 2425 4200
Email Id: complaints@axistrustee.com; debenturetrustee@axistrustee.com
Market Information
Market price data- monthly high/low of the closing price and trading volumes on BSE/NSE depicting
liquidity of the Companys’ equity shares on the said exchanges is as under:
NSE
No. of
High
Low
Shares
[Rs.]
[Rs.]
Traded
April 2014
1024.20
969.95
138084
1021.25
968.80
May 2014
1039.75
958.85
95672
1042.50
956.40
June 2014
1269.05
1043.25
369029
1256.30
1042.00
July 2014
1270.80
1187.50
58000
1267.40
1189.45
August 2014
1226.85
1112.65
98817
1226.20
1109.30
September 2014
1433.45
132560
1436.50
1150.65
1147.75
October 2014
1385.50
1306.25
59047
1388.25
1310.40
November 2014
1555.65
1343.40
132846
1553.60
1340.65
December 2014
1578.95
1386.80
52060
1581.10
1384.55
January 2015
1504.45
1389.65
79102
1502.45
1392.35
February 2015
1492.60
1418.80
50761
1493.75
1418.40
March 2015
1484.45
1448.10
47145
1504.80
1450.95
(Source: The information is compiled from the data available on the BSE & NSE Websites.)
Month
BSE
Low
[Rs.]
High
[Rs.]
No. of
Shares
Traded
408540
591150
958278
479955
392772
540438
252882
495989
290688
316974
231003
374478
Performance of Share Price of the Company in comparison to the BSE Sensex
1500
30000
29000
27000
1300
26000
1200
25000
24000
1100
23000
BSE Sensex
28000
22000
1000
Trent Share Price
Mar 15
Feb 15
Jan 15
Dec 14
Nov 14
Oct 14
Sep 14
Aug 14
Jul 14
Jun 14
May 14
21000
900
Apr 14
Trent Share Price
1400
20000
BSE-Sensex
TRENT ~ 63rd ANNUAL REPORT
69
Registrar and Transfer Agents:
Members are requested to correspond with the Company’s Registrar & Transfer Agents- TSR Darashaw
Limited (formerly Tata Share Registry Limited) quoting their folio no. at the following addresses :(i) For transfer lodgement, delivery and correspondence:
TSR Darashaw Limited
Unit: Trent Limited
6-10 Haji Moosa Patrawala Industrial Estate,
20 Dr. E Moses Road, Near Famous Studio,
Mahalaxmi, Mumbai - 400 011
Tel: 022 - 6656 8484
Fax: 022 - 6656 8494
Email Id: csg-unit@tsrdarashaw.com
website : www.tsrdarashaw.com
(ii) For the convenience of investors based in the following cities, transfer documents and letters will
also be accepted at the following branches/agencies of TSR Darashaw Limited (TSRD):1
503, Barton Centre, 5th Floor,
84, Mahatma Gandhi Road,
Bangaluru - 560 001
Tel : 080 - 25320321
Fax : 080 - 25580019
Email Id : tsrdlbang@tsrdarashaw.com
2
Bungalow No.1, “E” Road,
Northern Town, Bistupur,
Jamshedpur - 831 001
Tel: 0657 - 2426616
Fax: 0657 - 2426937
Email Id : tsrdljsr@tsrdarashaw.com
3
Tata Centre, 1st Floor,
43, Jawaharlal Nehru Road,
Kolkata - 700 071
Tel : 033 - 22883087
Fax : 033 - 22883062
Email Id : tsrdlcal@tsrdarashaw.com
4
Plot No.2/42, Sant Vihar,
Ansari Road, Daryaganj,
New Delhi - 110 002
Tel : 011 - 23271805
Fax : 011 - 23271802
Email Id : tsrdldel@tsrdarashaw.com
Agent
: Shah Consultancy Services Limited
3, Sumathinath Complex, Pritam Nagar,
Akhada Road, Ellis Bridge,
Ahmedabad 380 006
Telefax: 079 - 2657 6038
Email Id: shahconsultancy8154@gmail.com
Share Transfer System : Share Transfers in physical form can be lodged with TSR Darashaw
Limited at the above mentioned address or at its branch offices,
addresses of which are available on its website.
The Transfers are normally processed within 15 days from the date of
receipt, if the documents are complete in all respects. Any Director of the
Company or the Company Secretary is empowered to approve transfers.
70
TRENT ~ 63rd ANNUAL REPORT
Distribution of Shareholding as on 31st March 2015:
Range (Shares)
Holding
Amount (`)
% to capital
Number of
holders
% of total
holders
1 to 500
28,61,095
2,86,10,950
8.61
31,680
91.69
501 to 1000
14,02,469
1,40,24,690
4.22
2,005
5.80
1001 to 2000
7,44,554
74,45,540
2.24
567
1.64
2001 to 3000
2,69,226
26,92,260
0.81
108
0.31
3001 to 4000
1,59,474
15,94,740
0.48
45
0.13
4001 to 5000
92,486
9,24,860
0.28
20
0.06
5001 to 10000
3,37,624
33,76,240
1.02
46
0.13
Greater than
10000
2,73,64,616
27,36,46,160
82.34
83
0.24
TOTAL
3,32,31,544
33,23,15,440
100.00
34,554
100.00
Categories of Shareholders:
As on 31st March, 2015
Category
Promoters
Number of
Equity Shares
Held
As on 31st March, 2014
% to Paid-up
Capital
Number of
Equity Shares
Held
% to Paid-up
Capital
% Variance 15
v/s 14
1,07,53,015*
32.36
1,08,38,015
32.61
(0.25)
Mutual Funds and
Unit Trust of India
40,12,825
12.08
42,33,742
12.74
(0.66)
Financial
Institutions, Banks
and Insurance
Companies,
Venture Capital
Funds
24,28,462
7.31
29,14,396
8.77
(1.45)
Foreign Institution
Investors and
Foreign Portfolio
Investors
70,99,921
21.37
49,67,846
14.95
6.42
Bodies Corporate
29,79,517
8.97
39,38,630
11.85
(2.88)
Others
59,57,804
17.91
63,38,915
19.08
(1.17)
TOTAL
3,32,31,544
100.00
3,32,31,544
100.00
*Tata Sons Limited has purchased 85,000 equity shares of the Company on 30th March 2015
(mode- market purchase). As on 31st March 2015, the said shares were in the process of being credited
to their demat account. The shareholding of Promoter and Promoter Group post the credit of these
shares would remain unchanged at 1,08,38,015 shares (32.61%).
TRENT ~ 63rd ANNUAL REPORT
71
Dematerialization of shares and liquidity:
The Company’s shares are compulsorily traded in dematerialized form and are available for trading
on both the Depositories in India viz., National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL). Equity shares representing 97.53% of the Company’s Share
Capital are dematerialized as on 31st March 2015.
The Company’s shares are regularly traded on BSE Limited (BSE) and The National Stock Exchange of
India Limited (NSE), in the electronic form.
Benefits of Dematerialization:
Shares held in dematerialized form have several advantages like immediate transfer of shares, faster
settlement cycle, faster disbursement of non-cash corporate benefits like rights, etc., lower brokerage,
ease in portfolio monitoring, etc. Besides, risks associated with physical certificates such as forged
transfer, fake certificates, bad deliveries, loss of certificates in transit, get eliminated.
Since there are several benefits arising from dematerialization, we sincerely urge all the shareholders
who are still holding their shares in physical form to dematerialize the shares at the earliest.
Action required regarding non-receipt of dividends:
In case of non-receipt / non-encashment of dividend warrants, the investors are requested to
correspond with the Company’s Registrars / the Registrar of Companies, as mentioned hereunder:
2007-08 to 2013-14
TSR Darashaw Limited
1995-96 to 2006-07
Upto 1994-95
Office of the Registrar of Companies,
CGO Complex, “A” Wing, 2nd Floor,
Next to RBI, CBD – Belapur, New
Mumbai – 400 614, Maharastra.
Tel.: 022-2757 6802
Letter on plain paper.
Already transferred to IEPF.
Claim in Form No. II of the Companies
Unpaid Dividend (Transfer to General
Revenue Account of the Central
Government) Rules, 1978.
Given below are indicative due dates for transfer of unclaimed and unpaid equity dividend to the
Investor Education and Protection Fund (IEPF) by the Company:
Financial Year
Date of Declaration of Dividend
Last date for claim by shareholders
2007-2008
27th August 2008
26th August 2015
2008-2009
14th August 2009
13th August 2016
2009-2010
18th August 2010
17th August 2017
2010-2011
5th August 2011
4th August 2018
2011-2012
10th August 2012
9th August 2019
2012-2013
2nd August 2013
1st August 2020
2013-2014
14th August 2014
13th August 2021
No claim of the shareholders shall lie against the Company or the IEPF in respect of the said amounts
transferred to the IEPF. Investors who have not yet encashed their unclaimed / unpaid amounts are
requested to do so at the earliest. Information about unclaimed dividends is also available under the
head ‘Investors’ on the Company Website.
72
TRENT ~ 63rd ANNUAL REPORT
Green Initiatives:
The Ministry of Corporate Affairs has allowed Companies to send all future notices/communication/
documents including Notice of Annual General Meeting and Annual Report of the Company, in an
electronic form, through e-mail to the shareholders.
We once again request you to join us in this initiative and register your e-mail ID with Company’s
Registrar and Transfer Agent, TSR Darashaw Limited, in case you are holding shares in physical form. In
case you are holding shares in dematerialized form, please register your e-mail ID with your depository
participant directly.
National Electronic Clearing Service (NECS) for direct credit of dividend
Payment of dividend through electronic mode has following advantages:
•
Shareholder need not make frequent visits to his bank for depositing the physical warrants.
•
Prompt credit to the bank account of the shareholder through electronic clearing.
•
Fraudulent encashment of warrant is avoided.
•
Delays/loss in postal transit is avoided.
Reserve Bank of India has initiated National Electronic Clearing Service (NECS) for credit of dividend
directly to the bank account of Members.
A circular was sent by the Company to the shareholders requesting them to register for NECS.
Members who have still not registered for the NECS are requested to register their Bank Account
Details (Core Banking Solutions enabled account number and 9 digit MICR), in respect of shares held
in dematerialized form with their respective Depository Participants and in respect of shares held in
physical form with the Company’s Registrar and Transfer Agent, TSR Darashaw Limited.
Nomination
As per the requirements, transmission of shares held in single name to the legal heirs/s of the shareholder
would require production of documents through a Court process which involves considerable time
and is expensive. This delays transmission of shares to the legal heirs.
A circular was sent to the shareholders holding shares in physical form in single name requesting
them to register their nomination. Shareholders who hold shares in the physical form and wish to
make/change a nomination in respect of their shares in the Company, as permitted under Section
72 of the Companies Act, 2013, may submit to TSR Darashaw Limited the prescribed Form SH-13. The
Nomination Form can be downloaded from the Company’s website www.mywestside.com under the
section ‘Investors’. In respect of shareholders who hold shares in the dematerialized form and wish to
make/change a nomination, are requested to contact their respective Depository Participants.
TRENT ~ 63rd ANNUAL REPORT
73
CERTIFICATE
To
The Members of Trent Limited,
We have examined the compliance of conditions of Corporate Governance by Trent Limited (“the
Company”), for the year ended 31st March 2015, as stipulated in Clause 49 of the Listing Agreement of the
said Company with the Stock Exchange(s).
The compliance of conditions of Corporate Governance is the responsibility of the Company’s Management.
Our examination was limited to procedures and implementation thereof, adopted by the Company for
ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression
of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, and
based on the representations made by the directors and the management, we certify that the Company
has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing
Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor
the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For N.M. Raiji & Co.
Chartered Accountants
Registration no. 108296W
Date: 27th May, 2015
Place: Mumbai
CA. Y. N. Thakkar
Partner
Membership No. 33329
DECLARATION UNDER CLAUSE 49 OF THE LISTING AGREEMENT REGARDING
ADHERENCE TO THE CODE OF CONDUCT
In accordance with Clause 49 sub-clause II(E) of the Listing Agreement with the Stock Exchanges, I hereby
confirm that all the Directors and the Senior Management Personnel of the Company have affirmed
compliance to their respective Codes of Conduct, as applicable to them for the Financial Year ended 31st
March 2015.
For Trent Limited
Mumbai, 27th May 2015
74
TRENT ~ 63rd ANNUAL REPORT
P. Auld
Managing Director
List of stores as on 27th May 2015:
WESTSIDE
Andhra Pradesh
1.
10-50-58/1, R K Estates, Waltair Road, Ram Nagar, Visakhapatnam 530001; Tel: 0891-2577981
2.
Jyoti Mall, 40/323, Bellary Road, Opp. Zilla Parishad, Kurnool 518001; Tel: 08518-224421/22
3.
Sai Odyssey, Opposite Executive Club, Gurunanak Nagar Road, NH-5, Gunadala, Vijayawada 520008;
Tel: 08666543535/3636
Assam
4.
Silver Square, Christian Basti, G.S. Road, Guwahati 781005; Tel: 0361-2343940/41
Chandigarh
5.
28A, Industrial & Business Park, Phase-I, Next to HDFC Bank, Chandigarh 160001; Tel: 0172-2650386/87
6.
Elante Mall, Shop No. 1, Industrial Area, Phase 1, Near Cable Factory, Chandigarh 160002;
Tel: 0172-5041580
Chhattisgarh
7.
Magneto Mall, PC No.113, Labhendi Village, Chhattisgarh, Raipur 492001; Tel: 0771-2259111/12
8.
Shop No.1, Ground Floor, City Mall 36, Mangla Chowk, Bilaspur, 495001;
Tel: 07752-271801/802/803
Delhi
9.
15-A, 34/35, Ajmal Khan Road, Karol Bagh, New Delhi 110008; Tel: 011-25729760/61
10. A-15, Alankar Cinema Building, Feroze Gandhi Marg, Lajpat Nagar III, New Delhi 110024;
Tel: 011-29832158/59
11. TDI Mall, Plot No.11, Shivaji Place, Next to Vishal Cinema, Rajouri Garden Market, New Delhi 110027;
Tel: 011-25110821/26
12. Ambience Mall, Upper Ground, 1st & 2nd Floor, Vasant Kunj, New Delhi 110070; Tel: 011-40870525/29/30
13. Moments Mall, 67, Patel Road, Near Kirti Nagar Metro Station, Opp. of Metro Piller No. 283,
New Delhi 110015; Tel: 011-42451011/12/14
14. South Extension, Plot No.5, Block-M, Part-II, Next to HP Petrol Pump, New Delhi; Tel: 011-41050924
Goa
15. Caculo Mall, Caculo Enclave, Opp. Goa Fire Service H.Q., Near Caculo Ford Showroom, St. Inez,
Panaji 403001; Tel: 0832-2233311/13/17
Gujarat
16. Abhijeet-V, Opp. Mayor’s Bungalow, Near Law Garden, Mithakhali, Ellisbridge, Ahmedabad 380006;
Tel: 079-66610190/91
17. Iscon Mall, Dummas Road, Opp. Rajhans Theatre, Surat 395007; Tel: 0261-2252201/02
18. Iscon Mega Mall, Sarkhej Gandhi Nagar Highway, Near Rajpath Club, Ahmedabad;
Tel: 079-66058292/93
19. Monalisa, Final Plot 326 (Prt.), Next to INOX, Race Course Road, Vadodara 390007;
Tel: 0265-6623101/106
20. Shop No.3,4,5 and 6 Sigma Prime Complex, Vidhya Vihar Road, Anand 388001; Tel: 9825177275
21. Himalaya Mall, Wagawadi Road, Opp. Victoria Park, Near Iskon Mega City, Bhavnagar; Tel: 9767791817
22. V.R. Mall, (Virtuous Retail Mall) Dumas Airport Road, Magdalla, Surat 395007; Tel: 0261-6795055
23. Iscon Mega Mall, Village Nava Mava, Revenue Survey No.30, Paiki, T.P. Scheme No.3, O.P. No.1, Paiki,
Final Plot No.1, Rajkot; Tel: 0281-2332818/23
TRENT ~ 63rd ANNUAL REPORT
75
Haryana
24. EF3 Mall, Plot No.12, (Bikaner Sweets), Sector 20-A, Mathura Road, Faridabad 121001;
Tel: 0129-2222683/84
25. Ambience Mall, Ambience Island, G-26, F-114, S 205, NH-8, Delhi Jaipur Highway,
Gurgaon 122022; Tel: 0124-4665470/71
Jammu & Kashmir
26. Shop No.3, Indira Theatre, Canal Road, Near Circuit House, Jammu 180001; Tel: 0191-2502750
Karnataka
27. 77,
Commercial
Street,
Near
Police
Station,
Shivajinagar,
Bengaluru
560001;
Tel: 080-25550839/25550934
28. The Forum, 21 Hosur Road, Koramangla, Bengaluru 560029; Tel: 080-66670121/22/23
29. Garuda Mall, CTS 15, Magrath Road, Opp. Karnataka Police Hockey Ground, Bengaluru 560025;
Tel: 080-66641230/31
30. City Centre Mall, K. S. Rao Road, Hampankatta, Mangaluru 575001; Tel: 0824-2449012/17
31. Gopalan Innovation Mall, Opp. Mantri Enclave No.22, Bannergatta Road, J.P. Nagar, 3rd Phase,
Bengaluru 560078; Tel: 080-26586733/44/55
32. Orion Mall, Brigade Gateway, 26/1, Dr. Rajkumar Road, Rajajinagar, Bengaluru 560055;
Tel: 080-22682023/183
33. No.508, Vishwamanava Double Road, Kuvempunagar, Mysore 570023; Tel: 0821-2340150/51
34. Fourm Fiza Mall, Shop No UGF 11/12, Pandeshwar Road, Mangaluru 575001; Tel: 0824-24981713
35. CMJ Prestige Site, Kamraj Road, Near Commercial Street, Bengaluru 560042; Tel: 080-25585875
36. SRJ ZION, Shop No. 42/5, Opp. Shankar Eye Hospital, Near Kundanhally Gate Signal, SRJ Mall,
Bengaluru 560037; Tel: 9036002948
Kerala
37. Lulu International Shopping Mall Pvt. Ltd., 50/2392 N H 17, Edapally, Kochi 682024;
Tel: 0484-2728011/8013
38. 25/1661, Mullasery Towers, Kuruappam Road, Thrissur 680001; Tel: 084-72445859
Madhya Pradesh
39. 17, Race Course Road, Opp. Basket Ball Complex, Indore 452003; Tel: 0731-2432206/07
40. DB City Mall, Khasra 1511 & 1509, Arera Hills, Opp. M.P. Nagar, Bhopal 462011; Tel: 0755-6644081/82
41. Samdariya Mall, Civic Centre, JDA Scheme No.18, Subhadra Kumari Chauhan Ward, Jabalpur 482001;
Tel: 0761-4069830
Maharashtra
42. 39, Hughes Road, Mumbai 400007; Tel: 022-23822231/23861571
43. SGS Mall, 231, Moledina Road, Pune 411001; Tel: 020-66202505/06
44. Landmark Complex, Plot No, 5&6, Ramdas Peth, Wardha Road, Nagpur 440012; Tel: 0712-2423634/40
45. Army & Navy Building, 148, M. G. Road, Kala Ghoda, Mumbai 400001; Tel: 022-66360499/500
46. Infiniti, Raheja Classic Complex, New Andheri Oshiwara Link Road, Andheri (W), Mumbai 400058;
Tel: 022-67021345/46
47. Kakade One Centre Port, S.No.132/A-2-1, C.T.S. No. 2687B, Shivaji Nagar, University Road,
Pune 411051; Tel: 020-25514261/62
48. Inorbit Mall, Sector No.30-A, Vashi, Navi Mumbai 400705; Tel: 022-27815571
49. Haiko Mall, Level 1, Central Avenue, Hiranandani Gardens, Powai, Mumbai 400076,
Tel: 022-67424560/61
76
TRENT ~ 63rd ANNUAL REPORT
50.
51.
52.
53.
54.
55.
56.
57.
58.
Korum Mall, Upper Ground Floor, Cadbury Compound, Mangal Pandey Road, Thane (West) 400606;
Tel: 022-25417402/03
City Centre Mall, Plot No.117 to 133, Opp. Trimbak Road, Lawate Nagar, Untwadi Road, Nashik 422002;
Tel: 0253-2570029/34
Prozone Mall, Plot No.80, Chikalthana Industrial Area, Masanatpur, Dist. Aurangabad 431210;
Tel: 0240-6618912/13/14
Phoenix Market City, Survey No.207, Behind Baker Gauges, Next to Tyco Electronics, Viman Nagar,
Nagar Road, Pune 411014; Tel: 020-30950500/503
Infiniti Mall-II, Unit No. 001/101, Rajan Pada, Ijjimma Service Road, Linking Road, Malad (West),
Mumbai 400064; Tel: 022-67255408
R City Mall, L.B.S. Marg, Ghatkopar (West), Mumbai 400080; Tel: 022-61273234/35
SFC Megaa Mall, Shop No. 9 - 12, M. G. Road, Station Chowk, Sangli 416416; Tel: 0233-2621532
Seasons Mall, Magarpatta City, Hadapsar, Upper Ground Floor, G 22-23, adjacent to Star Bazaar,
Pune 411028; Tel: 020-67230229/32
Gold Crest Building, Ground & First Floor, Opp. Manubhai Jewellers, L. T. Road, Borivali (West), Mumbai;
Tel: 022-28901059
Punjab
59. West End Mall, Plot No.2&3, Ferozepur Road, Ludhiana 141001; Tel: 0161-2551462/63
60. HUB 545, Model Town, Opp. Niku Park, Jalandhar 144001, Tel: 0181-2272020/2121
61. Shop No.57, Ground Floor, The North Country Mall, National Highway, 21, Mohali Kharar Road,
Sahibzada Ajit Singh Nagar, Punjab; Tel: 0172-6703021
Rajasthan
62. Citi Pulse Mall, Plot No.21, Narayan Single Circle, Jaipur 302005; Tel: 0141-2574433/63
63. R Kay Mall, 001, Ground Floor, Panchwati, Udaipur 313004; Tel: 0294-2427555 to 58
64. Plot No. M-4, Sector E, Shastri Nagar, Jodhpur 342001; Tel: 9636158888
Tamil Nadu
65.
66.
67.
68.
69.
70.
Ampa Skywalk Mall, Nelson Manickam Road No.1, Aminjikarai, Chennai 600029; Tel: 044-23746973/74
Express Avenue Mall, Express Estate, No. 2, Club Road, Anna Salai, Chennai 600002;
Tel: 044-28464171/72
The Forum, Vijaya Mall, Arcot Road, Vadapalani, Chennai 600026; Tel: 044-23623600/04
Mayfair Exports, 84, G. N. Chetty Road, T. Nagar, Chennai 600017; Tel: 044-28151600
Brooke Fields Mall, 67-71, Krishnaswamy Road, Coimbatore 641001; Tel: 0422-2255224/25/29
Muthiah Towers, No.1, Royal Road, Cantonment, Trichy 620001; Tel: 9788799466
Telangana
71. KMC Retail Mall, Plot No. 6-3-1112, Begumpet, Near Kirtilal Jewellers, Somajiguda Circle,
Hyderabad 500082; Tel: 040-23400421/22
72. Khan Lateef Khan Estate, Municipal No.5-8-62, Fateh Maidan Road, Hyderabad 500001;
Tel: 040-66666000/01
73. MIG-40, Plot No. 1058/1059, Dharma Reddy Colony, Phase I, Opp. JNTU, Kukatapally,
Hyderabad 500072; Tel: 040-40180973
74. 35/35a, UGA & 130/130A, 1st floor, The Forum, Sujana Mall, Plot No. S-16, Malayasian Township,
Survey No.1009, KPHP Phase-IV, Kukatpally, Hyderabad 500072; Tel: 040-30534173
TRENT ~ 63rd ANNUAL REPORT
77
Uttar Pradesh
75. The Centrestage Mall, L-1, Sector-18, Noida 201301; Tel: 0120-2517761/62
76. Ground Floor, D-57/3-1/2/3, Dhanushree Complex, Siddhgiribaug Road, Sigra, Varanasi 221010;
Tel: 0542-2220051/52
77. East End Mall, Wave Cinema, TC- 54, Vibhuti Khand, Gomati Nagar, Lucknow 226010;
Tel: 0522-2720990/92
78. 16/113, M. G. Road, Corner Plot of Bada Chauraha, Kanpur 208001; Tel: 0512-6543201/3
79. 163/37, The Palace Theatre, Civil Lines Main Road, Allahabad; Tel: 979325350/9415200000
80. Pacific Mall, Plot No.1, Site-IV, Sahibabad 201010; Dist.Ghaziabad; Tel: 0120-2778513/14/21
81. 35/1/3 Ranpur Baug, Civil Lines, Near Indian Oil Office, Bareilly 243001; Tel: 9415224339
Uttarakhand
82. Cross Road Mall, UBIT No.U-01, & F-01, Old Survey Rad, Dehradun 248001; Tel: 9897062082
West Bengal
83. Block-D, 22 Camac Street, Kolkata 700017; Tel: 033-22817312/13/15
84. The Gariahat Mall, 13 Jamir Lane, Near Ballygunge Railway Station, Kolkata 700019;
Tel: 033-24613508/09
85. Mani Square Mall, Maniktala Main Road, Police Station, Phoolbagan, Kolkata 700064;
Tel: 033-23201950/51
86. Sevoke Plaza, Near P.C. Mittal Bus Stand, Opp. Bharat Petro Pump, Siliguri 734001;
Tel: 0353-2540142/43/45
LANDMARK
Karnataka
1.
The Forum, 21 Hosur Road, Koramangala, Bengaluru 560029; Tel: 8147061354
2.
Landmark Limited, Brigade Orion Mall, Ground floor, Brigade Gateway, No. 26/1, 80 Feet Road,
Malleswaram, Bengaluru 560055; Tel: 8147061351
Maharashtra
3.
4.
Unit F-41 & 42, Inorbit Mall, 1st Floor, Plot No:-39/1, Sector-30A,Vashi, (Near Vashi Railway Station),
Navi Mumbai 400705; Tel: 7208000625
Seasons Mall, Magarpatta City, Hadapsar, Pune 411013; Tel: 8087000169
Telangana
5.
No.8-2-682/1, Road No.12, Banjara Hills, Somajiguda, Hyderabad 500034; Tel: 8885531493
STAR BAZAAR – FIORA HYPERMARKET LIMITED
Gujarat
1.
Iscon
Mall,
Opp.
Bidiwala
Park,
Sattellite
Road,
Ahmedabad
380015;
Email: Varun.sharma@fiorahyper-tata.com
2.
Imperial Square Mall, Opp. Aalishan Enclave Apts., Hazira Road, Adazan, Surat 395009;
Email: Shrikant.sharma@fiorahyper-tata.com
STAR BAZAAR – TRENT HYPERMARKET LIMITED
Karnataka
1.
18/2, Gopalan, The Arch Mall, Mysore Road, Rajarajeshwari Nagar, Bengaluru 560098;
Email: Adil.Syed@trenthyper-tata.com
78
TRENT ~ 63rd ANNUAL REPORT
2.
3.
4.
5.
6.
7.
8.
HM
Vibha
Tower,
Ward
No.63,
Koramangala,
Bengaluru
560029;
Email: hariharan.natarajan@trenthyper-tata.com
Brigade Orion Mall, Municipal Corporation No. 26 & 26/1, Subramanyanagar, Municipal Ward No. 9A,
Rajajinagar Extension, 26/1, Bengaluru 560056; Email: Vishwas.CK@trenthyper-tata.com
Star Market, VGR Essor, 17th Cross, 5th Main, HSR Layout, 7th Sector, Bengaluru 560102;
Email: Ashok.Kumar@trenthyper-tata.com
Star Extra, Varthur Main Road, Munnekolala, Kundalahalli Gate, Opp. Shankara Eye Hospital,
Bengaluru 560037; Email: albert.mendonca@trenthyper-tata.com
Star Daily, No.29, 18th Main Road, T Block, Jayanagar, Bengaluru 560041;
Email: Veeramani.G@trenthyper-tata.com
Star Daily, 4/58. II Main, Nagarabhavi Main Road, Thimmenahalli, Govindraj Nagar, Bengaluru 560040;
Email: k.murugan@trenthyper-tata.com
Star
Daily,
35/1,
24th
Main,
7th
Phase,
J.
P.
Nagar,
Bengaluru
560078;
Email: Rajesh.G@trenthyper-tata.com
Maharashtra
9.
Ground Floor, Crystal Point Mall, Off. New Link Road, Andheri (West), Mumbai 400053;
Email: naimesh.tungare@trenthyper-tata.com
10. Korum Mall, Near Cadbury Co., Pokhran Road No.1, Off. Western Express Highway,
Thane (West) 400606; Email: irfan.shaikh@trenthyper-tata.com
11. Phoenix Marketcity Mall, Ground Floor Building, ‘B’, Junction of Pune-Nagar Road, Viman Nagar,
Pune 411014; Email: debasish.chatterjee@trenthyper-tata.com
12. Prozone Mall, Plot No.80, Empire Mall, Chikalthana Industrial Area, Revenue Village Limit, Masantpur,
Aurangabad 431210; Email: Amer.Zaidan@trenthyper-tata.com
13. Ghatge Patil Automobiles Ltd., 517E, Old Pune Bangalore Road, Kolhapur 416001;
Email: Amir.Ansari@trenthyper-tata.com
14. Seasons
Mall,
Magarpatta
City,
Solapur
Road,
Hadapsar,
Pune
411028;
Email: Milind.Tokare@trenthyper-tata.com
15. Ideal Wood Working & Engineering Company Limited, MIDC, D III Block, Plot No.91,
Opp. Greaves Limited, Mumbai-Pune Road, Pimpri Chinchwad, Pune 411019;
Email: amit.kamble@trenthyper-tata.com
16. Star Daily, Ground Floor, Opposite Roseland Residency, Near Periwinkle Club, Pimple Saudagar
Pimpri – Chinchwad, Pune 411027; Email: Chandrashekar.M@trenthyper-tata.com
17. Star Daily, Shop No. 9 to 12, Ground Floor, Building No.D1, Shiv Sai Vishwa, Pimple Saudagar, Pimpri
Chinchwad, Pune 411027; Email: Kuldeep.Kumar@trenthyper-tata.com
18. Star Daily, Shop No. 13 to 16, Twin Tower, Plot No.57, Sector 20, Kharghar, Navi Mumbai 410201;
Email: Shyam.Kachale@trenthyper-tata.com
TRENT ~ 63rd ANNUAL REPORT
79
Independent Auditor’s Report
To the Members of Trent Limited
Report on the Financial Statements
We have audited the accompanying financial statements of Trent Limited (‘the Company’) which comprise
the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss and the Cash Flow Statement for
the year then ended and a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in sub-section (5) of Section 134
of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that
give a true and fair view of the financial position, financial performance and cash flows of the Company in
accordance with the accounting principles generally accepted in India, including Accounting Standards
specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014. This
responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate accounting policies; making judgements
and estimates that are reasonable and prudent and design, implementation and maintenance of internal
financial controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the financial statements that give
a true and fair view and are free from material misstatements, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We have
taken into account the provisions of the Act, the accounting and auditing standards and matters which are
required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under sub-section (10)
of section 143 of the Act. Those Standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free from
material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial statements. The procedures selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
In making those risk assessments, the auditor considers internal financial control relevant to the Company’s
preparation of the financial statements that give a true and fair view in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether
the Company has in place an adequate internal financial controls system over financial reporting and the
effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Act in the manner so required and give
80
TRENT ~ 63rd ANNUAL REPORT
a true and fair view in conformity with the accounting principles generally accepted in India, of the state of
affairs of the Company as at 31st March, 2015, of its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, and on the basis of such
checks of the books and records of the Company as we considered appropriate and according
to the information and explanations given to us during the course of the audit, we give in the
Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by sub-section (3) of section 143 of the Act, we report that:
a.
We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so
far as appears from our examination of those books.
c.
the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this
Report are in agreement with the books of account.
d. In our opinion, the aforesaid financial statements comply with the Accounting Standards
specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014.
e.
f.
On the basis of written representations received from the directors, and taken on record by
the Board of Directors, none of the directors is disqualified as on 31st March 2015 from being
appointed as a director in terms of sub-section (2) of section 164 of the Act.
With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information
and according to the explanations given to us:
(i) The Company has disclosed the impact of pending litigations on its financial position in its
financial statements – Refer note no. 4.1 & 4.2 forming part of financial statements.
(ii) The Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses.
(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company except amounts held in abeyance due to
pending legal cases – Refer note no. 4.6 forming part of financial statements.
For N. M. RAIJI & CO.,
Chartered Accountants
Firm Registration No: 108296W
Y. N. THAKKAR
Partner
Membership No: 33329
Place : Mumbai
Date : 27th May, 2015
TRENT ~ 63rd ANNUAL REPORT
81
Annexure to the Independent Auditor’s report of even date
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our
report to the members of Trent Limited (the Company))
i)
a) The Company is maintaining proper records showing full particulars including quantitative details
and situation of fixed assets.
b) As explained to us, physical verification of major items of fixed assets was conducted by the
management during the year. In our opinion, the frequency of physical verification is reasonable
having regard to the size and operations of the company and the nature of its assets. On the basis
of explanations received, in our opinion, the discrepancies found on physical verification were not
significant.
ii) a) The inventories have been physically verified by the management at reasonable intervals during
the year.
b) In our opinion, the procedures of physical verification of inventories followed by the management
are reasonable and adequate in relation to the size of the Company and the nature of its business.
c) In our opinion and according to the information and explanations given to us, the Company is
maintaining proper records of inventory. The discrepancies noticed on physical verification were
not material in relation to the operations of the Company and the same have been properly dealt
with in the books of account.
iii) The Company has not granted loans to companies, firms or other parties covered in the register
maintained under section 189 of the Companies Act.
iv) There is adequate internal control system commensurate with the size of the Company and the
nature of its business for the purchase of fixed assets and for the sale of goods and services. No major
weaknesses were observed in the aforesaid internal control system.
v) The Company has not accepted any deposits from the public.
vi) According to the information and explanations given to us, the Central Government has not prescribed
the maintenance of cost records under section 148(1) of the Companies Act, for the products of the
Company.
82
vii) a)
The Company is generally regular in depositing undisputed statutory dues including provident
fund, employee’s state insurance, income tax, sales tax, wealth tax, service tax, duty of customs,
duty of excise, value added tax, cess and any other statutory dues with the appropriate authority.
Based on our audit procedures and according to the information and explanations given to us,
there are no arrears of undisputed statutory dues which remained outstanding as at March 31,
2015 for a period of more than six months from the date they became payable.
b)
According to the records made available to us and the information & explanations given by the
management, the details of the dues of sales tax / income tax / custom duty / wealth tax / service tax
/ excise duty / cess, which have not been deposited on account of any dispute, are given below :
TRENT ~ 63rd ANNUAL REPORT
Particulars
Income Tax
Financial year to which
the matter pertains
c)
Amount
(` in Crores)
2010-11 & 2011-12
Commissioner (Appeals)
1.46
1995-1996 & 2002-2003
Deputy Commissioner
(Appeals)
0.02
2007-08 & 2008-2009
Commissioner (Appeals)
0.19
2013-2014 & 2014-2015
High Court
0.70
Sales Tax
Entry Tax
Forum where dispute is
pending
There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund in accordance with the relevant provisions of the Companies Act,
1956 (1 of 1956) and rules made there under by the Company except amounts held in abeyance
due to legal cases pending – Refer note no. 4.6 forming part of financial statements.
viii) The Company does not have any accumulated losses at the end of the financial year and has not
incurred any cash losses during the financial year covered by our audit and in the immediately
preceding financial year;
ix) The Company has not defaulted in repayment of dues to debenture holders and has not taken any loan
from financial institutions or banks;
x) The Company has given guarantee in respect of debentures issued by its Jointly Controlled Entity
(earlier subsidiary) to Debenture Trustees. The terms and conditions of the guarantee are not prejudicial
to the interest of the Company.
xi) The Company has not obtained any term loans during the year;
xii) During the year, no fraud on or by the Company has been noticed or reported during the course of our
audit.
For N. M. RAIJI & CO.,
Chartered Accountants
Firm Registration No: 108296W
Y. N. THAKKAR
Partner
Membership No: 33329
Place : Mumbai
Date : 27th May, 2015
TRENT ~ 63rd ANNUAL REPORT
83
Balance Sheet as at 31st March 2015
Particulars
I.
Note Page
No.
EQUITY AND LIABILITIES
1 SHAREHOLDERS’ FUNDS
(a) Share Capital
(b) Reserves and Surplus
1.1
1.2
86-87
88
33.23
1,338.69
2
NON-CURRENT LIABILITIES
(a) Long-Term Borrowings
(b) Deferred Tax Liabilities (Net)
(c) Other Long Term Liabilities
(d) Long-Term Provisions
1.3
1.11
1.4
1.5
89
97
90
90
75.00
2.61
36.73
3
CURRENT LIABILITIES
(a) Trade Payables
(b) Other Current Liabilities
(c) Short-Term Provisions
1.6
1.7
1.8
90
91
91
142.64
213.95
119.30
1.9
92
1.10
1.11
1.12
93-97
97
98
383.24
4.53
46.18
1,012.81
3.96
71.60
1.13
1.14
1.15
1.16
1.17
1.18
98-99
100
100
100
101
101
24.64
250.37
2.21
28.62
133.15
0.84
TOTAL
II. ASSETS
1 NON-CURRENT ASSETS
(a) Fixed Assets
(i) Tangible Assets
(ii) Intangible Assets
(iii) Capital Work-in-Progress
(b) Non-Current Investments
(c) Deferred Tax Assets (Net)
(d) Long-Term Loans and Advances
2
CURRENT ASSETS
(a) Current Investments
(b) Inventories
(c) Trade Receivables
(d) Cash and Cash Equivalents
(e) Short-Term Loans and Advances
(f ) Other Current Assets
(` in Crores)
Figures as at
31st March 2014
Figures as at
31st March
2015
TOTAL
1,371.92
33.23
1,283.19
1,316.42
114.34
225.00
0.58
2.61
109.82
338.01
475.89
1,962.15
163.42
53.65
30.99
248.06
1,902.49
1,522.32
335.60
7.34
36.36
754.80
147.40
1,281.50
439.83
1,962.15
107.60
264.53
3.86
32.85
204.74
7.41
620.99
1,902.49
Significant Accounting Policies & Notes to Accounts 1-4 86-122
As per our Report attached.
For and on behalf of the Board,
For N.M.Raiji & Co,
Chartered Accountants
Registration No.108296W
Y.N.Thakkar
Partner
Membership No. 33329
Mumbai, 27th May 2015
84
TRENT ~ 63rd ANNUAL REPORT
N. N. Tata
M.M. SURTI
Company Secretary
H. Bhat
A. D. Cooper
P. VENKATESALU Z. S. Dubash
Chief Financial Officer B. Bhat
S. Singh
A. Sen
PHILIP AULD
}
Chairman
Directors
Managing Director
Profit and Loss statement for the Period ended 31st March 2015
Particulars
Note Page
No.
I. Revenue from Operations(Net)
II. Other Income
2.1
2.2
102
102
III. Total Revenue (I+II)
IV. Expenses:
a. Cost of Raw Materials Consumed
b. Purchases of Stock-in-Trade
c. Changes in inventories of finished
goods work-in-progress and Stock-inTrade[(Accretion)/decretion]
d. Employee Benefits Expense
e. Finance costs
f. Depreciation and Amortization Expense
g. Other Expenses
Total Expenses
V Profit before exceptional and extraordinary
items and tax (III-IV)
VI. Exceptional items (Income)/Expenses (Net)
(` in Crores)
Figures for the Figures for the
year ended
Year ended
31st March 2015 31st March 2014
1,358.00
74.47
1,241.55
64.81
1,432.47
1,306.36
2.3
103
1.38
665.82
0.91
672.44
2.4
103
13.84
(16.85)
2.5
2.6
1.9
2.7
103
103
92
104
123.99
7.03
39.84
498.08
1,349.98
104.48
7.05
25.60
453.80
1,247.44
2.8
104
82.49
(56.40)
58.92
(9.33)
138.89
68.25
41.00
(2.20)
0.06
38.86
14.74
6.47
(7.13)
(0.07)
14.01
100.03
54.24
30.10
30.10
16.32
16.32
VII Profit before tax (V- VI)
VIII Tax Expense:
Current Tax
Deferred Tax
MAT Credit
(Excess)/short provision for tax pertaining to prior years
Total Tax Expenses
IX Profit/(Loss) for the year from continuing operations (VII-VIII)
X Earnings per Equity Share:(`)
4.21
121
(1) Basic
(2) Diluted
Significant Accounting Policies & Notes to Accounts
As per our Report attached.
Mumbai, 27th May 2015
86-122
For and on behalf of the Board,
For N.M.Raiji & Co,
Chartered Accountants
Registration No.108296W
Y.N.Thakkar
Partner
Membership No. 33329
1-4
N. N. Tata
M.M. SURTI
Company Secretary
H. Bhat
A. D. Cooper
P. VENKATESALU Z. S. Dubash
Chief Financial Officer B. Bhat
S. Singh
A. Sen
PHILIP AULD
}
Chairman
Directors
Managing Director
TRENT ~ 63rd ANNUAL REPORT
85
Notes forming part of the Balance Sheet
Note 1.1 (Item No. I (1) (a), Page 84)
SHARE CAPITAL
(a) AUTHORISED * :
4,72,50,000 Equity Shares of `10/- each
(2013-14 : 4,72,50,000 Equity Shares of `10/- each)
30,00,000 Unclassified Shares of `10/- each
(2013-14 : 30,00,000 Unclassified Shares of `10/- each)
16,30,000 Preference shares of `100/-each
(2013-14 :16,30,000 Preference shares of `100/-each)
70,000 Preference Shares of `1000/- each
(2013-14 : 70,000 Preference shares of `1000/- each)
1,20,00,000 Cumulative Convertible Preference shares of
`10/-each.
(2013-14 : 1,20,00,000 Cumulative Convertible Preference
shares of `10/-each.)
(b) ISSUED, SUBSCRIBED AND PAID UP :
3,32,31,544 Equity Shares of `10/- each fully paid-up
(2013-14 : 3,32,31,544 Equity Shares of `10/- each)
As at
31.03.2015
`
`
in crores
in crores
As at
31.03.2014
`
in crores
47.25
47.25
3.00
3.00
16.30
16.30
7.00
7.00
12.00
12.00
85.55
85.55
33.23
33.23
33.23
33.23
(c) Details of shares issued for consideration other than cash
70,000 Cumulative Redeemable Preference Shares were allotted as fully paid pursuant to Scheme of
Amalgamation without payment being received in cash during the financial year 2009-2010.
(d) Terms/rights attached to equity shares
The Company has equity shares having par value of `10 per share. Each holder of Equity Shares is
entitled to one vote per share. The shareholders have the right to receive interim dividends declared
by the Board of Directors and final dividends proposed by the Board of Directors and approved by the
shareholders. In the event of liquidation of the Company, the holders of Equity shares will be entitled
to receive any of the remaining assets of the company, after distribution of Preferential amounts. The
distribution will be in proportion to the number of equity shares held by the shareholders. The equity
shareholders have all other rights as available to the equity shareholders as per the provisions of
Companies Act, 2013 read together with the Memorandum of Association and Articles of Association
of the company as applicable.
(e) Terms/rights attached to Preference shares
The Company has 0.1% Cumulative Redeemable Preference Shares having a par value of `1000/each. The shares are entitled for a dividend of 0.1% per annum on the capital for the time being paid
up thereon. The voting rights of the persons holding the said shares shall be in accordance with the
provisions of Sec 47 of the Companies Act,2013. The said shares rank for dividend in priority to the
equity shares for the time being of the company. The said shares shall,in the case of winding of entitled
to rank, as regards repayment of Capital and arrears of dividend, whether declared or not up to the
commencement on the winding up, in priority to equity shares but shall not be entitled to any further
participation in profits or assets. The term of the 0.1% Cumulative Redeemable Preference Shares is of
20 years from 26th March 2010, being the date of allotment, with an option to the Company to redeem
the Preference Shares at any time after 36 months from the date of allotment. The Board of Directors
at their meeting held on 26th April 2010 have fixed 1st June 2013 as the date of redemption of the
Preference Shares. The preference shares have been redeemed in previous year.
86
TRENT ~ 63rd ANNUAL REPORT
Notes forming part of the Balance Sheet
Note 1.1
SHARE CAPITAL (Cont.)
(f) Reconciliation of Share Capital
Pariculars
As at 31.03.2015
Nos.
i)
As at 31.03.2014
Amount
(`in Crores)
Nos.
Amount
(`in Crores)
Equity shares
3,32,31,544
33.23
3,32,31,544
33.23
-
-
-
-
3,32,31,544
33.23
3,32,31,544
33.23
Number of shares at the beginning
of the year
-
-
70,000
7.00
Less:Redeemed during the year
-
-
70,000
7.00
Number of shares at the end of
the year
-
-
-
-
Number of shares at the
beginning
Add - Issued during the year
Number of shares at the end
ii) 0.1% Cumulative Reedemable
Preference shares
(g) The details of shareholders holding more than 5 % shares are as under:
As at 31.03.2015
Name of the shareholders
i)
No.of shares
As at 31.03.2014
% to total
shares
No.of shares
% to total
shares
Equity shares
Tata Sons Ltd
8,744,247
26.31
8,744,247
26.31
Arisag Partners (Asia) Pte Ltd. A/c
Arisaig India Fund Limited
3,285,000
9.89
3,285,000
9.89
Reliance Capital Trustee Co Ltd A/c
Reliance Equity Opportunities
Fund
2,637,327
7.94
2,353,845
7.08
Dodona Holdings Limited
1,781,756
5.36
-
-
The above details are as certified by the Registrar and Share transfer Agents .
(h) Details of shares reserved for issue under options
As at 31.03.2015 ,the Company does not have any outstanding options.
*Authorised share capital :
Landmark Limited, Fiora Link Road Properties Limited and Trexa ADMC Pvt Limited have been merged
with Trent vide order of Bombay Highcourt dt 21st March, 2014. Appointed date of the merger is
01st April 2013.In the terms of scheme of merger authorised share capital of Landmark Limited , Fiora
Link Road Properties Limited and Trexa ADMC Pvt Limited have been addded to the authorised share
capital of Trent.
TRENT ~ 63rd ANNUAL REPORT
87
Notes forming part of the Balance Sheet
Note 1.2 (Item No. I (1) (b), Page 84)
RESERVES AND SURPLUS
(a) SECURITIES PREMIUM ACCOUNT
Balance as per last account
Add: Transfer of securities premium on merger
(Refer Note 4.22, Page 121)
Less: Transferred from Amalgamation Reserve Account
As at
31.03.2015
`
in crores
`
in crores
976.81
-
(b) CAPITAL REDEMPTION RESERVE
Balance as per last account
Add : Transferred from Profit and Loss Account
7.00
-
(c) DEBENTURE REDEMPTION RESERVE
Balance as per last account
Add : Transferred from Profit and Loss Account
73.00
20.00
(d) AMALGAMATION RESERVE ACCOUNT
Arising on Merger (Refer Note 4.22, Page 121 )
Merger Expenses (net of tax)
Less-Transferred to Securities Premium Account
(e) GENERAL RESERVE :
Balance as per last account
Add : Transferred from Profit and Loss Account
Less : Transfer of General Reserve on merger (Refer Note
- 4.22, Page 121)
(f ) SURPLUS IN PROFIT AND LOSS ACCOUNT
Opening Balance
Add: Net Profit after Tax for the year
Less : Adjustment for Depreciaton ( Net of Tax ) (Refer
note - 4.23, Page 122 )
Amount Available for Appropriations
LESS-APROPRIATIONS
(i) General Reserve
(ii) Capital Redemption Reserve
(iii) Debenture Redemption Reserve
(iv) Proposed Dividend - Equity shares (Refer Note 1 below)
(v) Proposed Dividend - Preference shares (Full Figure
for Previous Year `11891)
(vi) Tax On Dividend
Closing Balance
As at
31.03.2014
`
in crores
1,143.99
70.51
976.81
237.69
976.81
7.00
7.00
7.00
68.00
5.00
93.00
-
-
125.19
5.00
130.19
73.00
237.58
0.11
(237.69)
194.65
6.00
75.46
125.19
101.19
100.03
92.16
54.24
4.53
196.69
146.40
5.00
20.00
33.23
6.00
7.00
5.00
23.26
6.77
0.00
3.95
101.19
1,283.19
131.69
1338.69
Note:
1 The Board of Directors has recommended a Dividend of ` 10 Per Equity Share aggregating to
` 40 Crores including dividend distribution tax in respect of the year ended 31st March, 2015. Above
dividend includes one time special dividend of ` 2.50 Per Equity Share.
88
TRENT ~ 63rd ANNUAL REPORT
Notes forming part of the Balance Sheet
Note 1.3 (Item No. I (2) (a), Page 84)
LONG TERM BORROWINGS
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
-
100.00
100.00
45.00
30.00
75.00
75.00
45.00
30.00
50.00
125.00
225.00
Bonds/Debentures
(a) SECURED DEBENTURES :
Non Convertible Debentures- April 10 Series-I (Refer note 1 below)
(b) UNSECURED DEBENTURES :
Non Convertible Debentures - June 10 Series 1(Refer note 3 below)
Non Convertible Debentures - June 10 Series 2 (Refer note 3 below)
Non Convertible Debentures-April 10 Series 2 (Refer note 2 below)
Note:(1) During the year 2010-11, the Company issued 1,000 Redeemable Non Convertible Debentures April
10 Series-I of ` 0.10 crores each on private placement basis. These Debentures are free of interest
and are redeemable at a premium of ` 0.06 crores each on 14th April, 2015 .The Premium payable on
redemption of these Debentures has been fully provided and debited to Securities Premium Account
net of deferred tax in 2010-11. These Debentures are secured by way of charge on immovable property
of the company in favour of Debenture Trustees as stipulated in the Debenture Trust Deed and 1.25
times asset cover will be maintained by the company on continuous basis.
(2) During the year 2010-11, the Company issued 500 Redeemable Non Convertible Debentures April 10
Series 2 of ` 0.10 crores each on private placement basis. These Debentures carry a coupon rate of
5% p.a of interest and are redeemable at a premium of ` 0.03 crores each on 27th April, 2015. The
Premium payable on redemption of these Debentures has been fully provided and debited to Securities
Premium Account net of deferred tax in 2010-2011.
(3) During the year 2010-11, the Company issued 450 Redeemable Non Convertible Debentures June
2010 Series 1 of ` 0.10 crores each and 300 Redeemable Non Convertible Debentures June 2010 Series
2 of ` 0.10 crores each on private placement basis. Series I Debentures will carry an interest @ 9.75%p.a
and are redeemable at par on 30th June 2017 and series 2 Debentures are free of Interest and will
be redeemed at premium of `0.09 crores on 30th June 2017. The premium payable on redemption
of Series 2 Debentures has been fully provided and debited to Securities Premium Account net of
deferred tax in 2010-11.
TRENT ~ 63rd ANNUAL REPORT
89
Notes forming part of the Balance Sheet
Note 1.4 (Item No. I (2) (c), Page 84)
OTHER LONG TERM LIABILITIES
Security Deposits Received
As at
31.03.2015
`
(in Crores)
As at
31.03.2014
`
(in Crores)
2.61
2.61
2.61
2.61
As at
31.03.2015
`
(in Crores)
As at
31.03.2014
`
(in Crores)
9.28
6.87
Note 1.5 (Item No. I (2) (d), Page 84)
LONG TERM PROVISIONS
(a) Provision for Employee benefits
(Refer Note 4.19, Page 117)
(b) Others
(i) Redemption Premium of Debentures
(Refer point 1,2,3 of Note 1.3, Page 89)
(ii) Rent SLR Equalisation
27.38
102.92
0.07
0.03
27.45
102.95
36.73
109.82
Note 1.6 (Item No. I (3) (a), Page 84)
TRADE PAYABLES
Trade Payables (Refer Note 4.5, Page 109)
90
TRENT ~ 63rd ANNUAL REPORT
As at
31.03.2015
`
(in Crores)
As at
31.03.2014
`
(in Crores)
142.64
163.42
142.64
163.42
Notes forming part of the Balance Sheet
Note 1.7 (Item No. I (3) (b), Page 84)
OTHER CURRENT LIABILITIES
(a) Interest accrued but not due on borrowings
(b) Unpaid Dividends
(c) Application money received for allotment of securities and due for
refund and interest accrued thereon (Refer Note 1 below)
(d) Unpaid matured debentures and interest accrued thereon
(e) Security Deposits received
(f ) Withholding tax and other Statutory Payments
(g) Retention Money
(h) Employee Related Liability
(i) Creditors for Capital Expenditure
(j) Current Portion of Long Term Borrowing
(Refer point 1,2 of Note 1.3, Page 89)
(k) Others
As at
31.03.2015
`
(in Crores)
As at
31.03.2014
`
(in Crores)
5.63
0.85
5.63
0.80
0.08
0.01
3.42
12.25
0.02
15.16
12.59
150.00
0.11
0.01
3.32
13.67
0.02
12.94
4.56
-
13.94
213.95
12.59
53.65
Note:
Share Application Money received and due for refund represents the cheques issued but not encashed
by the payees.
Note 1.8 (Item No. I (3) (c), Page 84)
SHORT TERM PROVISIONS
(a) Provision for Employee benefits (Refer Note 4.19, Page 117)
(b) Others
(i) Proposed Dividend
(ii) Tax on Dividend
(iii) Contingencies (Refer Note 4.2 (g), Page 108 )
(iv) Redemption Premium of Debentures
(Refer point 1,2 of Note 1.3, Page 89)
(v) Rent SLR Equalisation
As at
31.03.2015
`
(in Crores)
As at
31.03.2014
`
(in Crores)
1.39
1.21
33.23
6.77
2.34
75.54
23.26
3.95
2.34
-
0.03
117.91
119.30
0.23
29.78
30.99
TRENT ~ 63rd ANNUAL REPORT
91
92
TRENT ~ 63rd ANNUAL REPORT
1.75
(1.89)
(6.25)
(6.25)
(72.70)
17.31
(9.30)
0.20
(0.20)
17.52
(9.51)
480.12
(375.32)
-
-
-
-
-
-
-
6.85
-
0.48
-
-
-
0.48
-
-
-
6.37
-
-
1.22
-
0.89
(136.75)
163.71
(10.18)
12.97
(0.20)
0.20
(9.97)
12.76
(0.01)
0.01
(126.57)
150.74
(0.26)
0.13
(18.89)
24.51
(2.60)
5.26
50.64
(44.56)
-
(26.41)
32.34
(30.31)
33.60
(3.54)
4.26
-
-
`
in crores
As at
31.03.2015
2.15
-
2.11
* Refer Note No - 4.23, Page 122
(25.60)
39.84
(3.03)
2.32
-
-
(3.03)
2.32
-
-
(22.57)
37.52
(0.04)
0.05
(3.81)
5.52
(0.32)
2.29
(7.55)
13.80
(3.68)
8.73
(6.45)
6.41
(0.72)
0.72
-
-
`
in crores
Buildings include Net block of `4.43 crores (2013-14-` 2.62 crores)which have been given under operating leases.
(10.52)
19.73
1.06
0.01
-
-
1.06
0.01
-
-
(11.58)
19.72
(0.05)
0.18
(3.44)
1.12
(0.37)
0.52
(4.75)
9.87
(2.11)
4.91
(0.86)
3.12
-
-
-
-
`
`
in crores in crores
(4)
(29.07)
-
(1.57)
-
-
-
(1.57)
-
-
-
(27.50)
-
(0.15)
-
(3.72)
-
(1.24)
-
(12.79)
-
(5.87)
-
(3.73)
-
-
-
-
-
`
in crores
Adjusted
Against
Retained
Earnings *
Buildings include improvements to leasehold premises and an amount of `250 (2013-2014: `250) representing value of Shares in Co-operative Housing Societies/Condominium .
(92.60)
136.75
(4.52)
10.18
(0.20)
0.20
(4.31)
9.97
(0.01)
0.01
(88.08)
126.57
(0.12)
0.26
(14.80)
18.89
(1.41)
2.60
(28.97)
44.56
(18.97)
26.41
(20.99)
30.31
(2.82)
3.54
-
-
`
in crores
For the
year
(3)
(480.12)
555.64
(17.52)
19.24
(0.20)
0.20
(17.31)
19.03
(0.01)
0.01
(462.60)
536.40
(0.49)
0.28
(30.29)
33.68
(6.83)
7.03
(114.52)
111.23
(83.90)
84.85
(167.36)
201.53
(54.50)
54.50
(4.71)
43.30
`
in crores
Deductions/
Adjustments
DEPRECIATION AND AMORTISATION
Acquired on
Amalgamations
Figures in brackets are in respect of previous year.
(16.73)
35.07
(0.13)
0.03
-
-
(0.13)
0.03
-
-
(16.60)
35.04
(0.11)
0.21
(2.53)
1.33
(0.50)
0.63
(8.07)
17.57
(3.90)
8.79
(1.49)
6.51
-
-
-
-
`
in crores
As at
01.04.2014
(2)
(48.83)
110.59
-
-
(1.89)
1.75
-
-
-
(46.94)
108.84
0.01
(66.45)
462.60
(365.81)
-
-
(3.67)
4.72
(0.69)
0.83
(14.11)
14.28
(10.29)
9.74
(18.18)
40.68
-
-
-
38.59
`
in crores
(0.01)
(0.22)
0.49
(0.38)
(7.51)
30.29
(21.64)
(2.03)
6.83
(4.61)
-
(13.87)
(63.64)
(31.19)
-
83.90
(77.29)
(11.63)
(139.04)
114.52
-
-
54.50
(54.50)
-
167.36
-
4.71
`
in crores
Additions/ Deductions/
As at
Adjustments
Adjust31.03.2015
ments
GROSS BLOCK (AT COST)
Acquired on
Amalgamations
(4.71)
`
in crores
As at
01.04.2014
(1)
Notes :
Total
Capital Work-in-Progress
Total
Total
Non Compete Fees
Computer software
Brands/Trademarks
Intangible Assets
Total
Vehicles
Computers
Office Equipments
Furniture and Fixtures
Plant and Equipment
Buildings
Leasehold Land
Freehold Land
Tangible Assets
ASSETS
FIXED ASSETS
Note 1.9 (Item No. II (1) (a), Page 84)
Notes forming part of the Balance Sheet
(0.43)
4.16
-
1.74
-
-
-
1.74
-
-
(0.43)
2.42
-
-
(0.04)
0.54
(0.02)
0.03
(0.22)
0.69
(0.10)
0.59
(0.05)
0.57
-
-
-
-
`
in crores
Impairment
Loss
433.95
(379.30)
46.18
(36.36)
(342.94)
387.77
(7.34)
4.53
-
-
(7.34)
4.53
-
-
(335.60)
383.24
(0.23)
0.15
(11.36)
8.63
(4.21)
1.74
(69.74)
59.90
(57.39)
51.92
(137.00)
167.36
(50.96)
50.24
(4.71)
43.30
`
in crores
As at
31.03.2015
NET BLOCK
Notes forming part of the Balance Sheet
Note 1.10 (Item No. II (1) (b), Page 84)
NON CURRENT INVESTMENTS
Long Term Trade Investments at cost
Trade Investments at Cost (unquoted and fully
paid unless otherwise stated)
(a) Investments in Equity instruments
(1) In Subsidiary Companies
Nahar Retail Trading services Ltd.
(former-Nahar Theatres Pvt Ltd).
(Equity shares of ` 1000/- each )
Trent Brands Ltd.
(Equity shares of `10 each)
Fiora Hypermarket Ltd
(Equity shares of `10 each)
Landmark E-tail Ltd.
(Equity shares of ` 100/- each)
Less: Provision for Diminution in value of
investments
Trent Global Holdings Ltd.(USD 8,00000)
Less: Provision for Diminution in value of
investments
Trent Hypermarket Ltd.
(Equity shares of ` 10/- each )
Westland Ltd.
(Equity shares of ` 1 each) (Refer Note 2, Page 97)
Total Investment in Equity Instruments of
Subsidiary Companies
(2) In Joint Ventures
Inditex Trent Retail India Pvt Ltd
(Equity shares of ` 1000/- each )
Massimo Dutti India Pvt Ltd.
(Equity shares of ` 1000/- each )
Trent Hypermarket Ltd.
(Equity shares of ` 10/- each )
Total Investment in Equity Instruments of
Joint Ventures
(3) In Other Companies
Retailers Association of India
(Equity shares of ` 10 each)
Retailers Association’s Skill Council of India
(Equity shares of ` 100/- each )
Total Investment in Equity Instruments of
Other Companies
Balance as on
Balance as on
31.03.2015
31.03.2014
No.of.
`
No.of.
`
Shares/Units
in crores Shares/Units in crores
1,996
28.32
1,996
28.32
32,50,000
3.25
32,50,000
3.25
10,49,880
1.05
50,000
0.05
19,82,636
19.83
19,82,636
19.83
8,00,000
11.83
8.00
3.55
8,00,000
19.83
3.55
-
3.25
0.30
-
7,34,20,800
3.25
0.30
300.05
27,39,800
3.01
27,39,800
3.01
43.93
354.81
3,17,520
31.75
3,17,520
31.75
2,450
0.25
-
-
7,34,17,519
405.00
-
-
437.00
31.75
10,000
0.01
10,000
0.01
500
0.00
500
0.00
0.01
0.01
TRENT ~ 63rd ANNUAL REPORT
93
Notes forming part of the Balance Sheet
Note 1.10 (Item No. II (1) (b), Page 84)
NON CURRENT INVESTMENTS
Balance as on
Balance as on
31.03.2015
31.03.2014
No.of.
`
No.of.
`
Shares/Units
in crores Shares/Units in crores
(b) Investments in Preference Shares
(1) In Subsidiary Companies
Fiora Hypermarket Ltd- 10% Non Cumulative
Optionally Convertible Preference Shares
4,39,94,720
(Preference Shares of `10 each)
Landmark Etail Ltd.-10% Non Cumulative
Redeemable Preference Shares
4,56,005
(Preference Shares of ` 100 each)
Westland Ltd. -10% Non Cumulative
Redeemable Preference shares
13,00,00,000
(Preference Shares of ` 1 each)
Westland Ltd.-10% Non Cumulative
Optionally Convertible Preference Shares
4,93,16,400
(Preference Shares of ` 1 each)
Trent Brands Ltd. 10% Non Cumulative
Optionally Convertible Preference Share
2,98,99,779
(Preference Shares of `10 each)
Trent Hypermarket Ltd. -10% Non Cumulative
Optionally Convertible Preference Shares
(Preference Shares of ` 10 each)
Total Investments in Preference shares of
subsidiaries
Total Trade Investments
Non Trade Investments at Cost (unquoted
and fully paid unless otherwise stated)
(a) Investments in Equity Instruments
IDBI Ltd. (Quoted)
(Equity shares of ` 10 each)
Tata Investment Corporation Ltd.(Quoted)
(Equity shares of ` 10 each)
Kothari Industries Ltd.(Full figure for current
and previous year ` 48,160/-)
(Equity shares of ` 10 each)
Less: Provision for Diminution in value of
investments (Full figure for current and
previous year ` 48,160/-)
DSQ Software Ltd.(Full figure for current and
previous year ` 12,600/-)
(Equity shares of ` 10 each)
Less: Provision for Diminution in value of
investments (Full figure for current and
previous year ` 12,600/-)
94
TRENT ~ 63rd ANNUAL REPORT
43.99
-
-
4.56
-
-
13.00 13,00,00,000
13.00
4.93
-
-
29.90
-
-
- 14,92,88,927
149.29
96.38
162.29
577.32
548.86
18,867
0.32
18,867
0.32
38,550
1.35
38,550
1.35
1,000
0.00
1,000
0.00
0.00
1,000
0.00
0.00
-
0.00
1,000
0.00
0.00
-
Notes forming part of the Balance Sheet
Note 1.10 (Item No. II (1) (b), Page 84)
NON CURRENT INVESTMENTS
The Associated Building Company Ltd.
(Equity shares of ` 900/- each )
Tata Services Ltd.
(Equity shares of ` 1000/- each )
(Full figure for current and previous year
`45000)
Total Investments in Equity Instruments
(b) In Prefernce shares
Tata Sons 7.50%-Cumulative Redeemable
Preference Shares
(Preference Shares of ` 1000 each)
Balance as on
Balance as on
31.03.2015
31.03.2014
No.of.
`
No.of.
`
Shares/Units
in crores Shares/Units in crores
50
0.01
50
0.01
45
45
1.68
1,40,200
Total Investments in Preference shares
Non Trade
(c) In Mutual Funds
Birla Sun Life Interval Income Fund Annual
plan 5. Dir. Growth
Birla Sun Life Fixed Term plan Srs KW (374)D.
Dir. Growth
BNP Paribas Fixed term Fund series 29B
growth
HDFC FMP 378D March 2014 (1)srs 29 Direct.
Growth
ICICI Pru Interval fund series VI annual
interval Planc C Direct Growth
ICICI Pru FMP Series 66 371 days Plan C Direct
Growth.
ICICI Pru FMP Series 73 378 days Plan N Direct
Growth.
ICICI Pru FMP Series 73 368 days Plan M
Direct Growth.
L & T FMP series X - Plan S (380D) Direct
Growth
Religare Invesco FMP Series.23 Plan D Direct
Growth
Tata Fixed Maturity Plan Series 47 Scheme C
Dirct.Growth.
Birla Sun Life Income Plus Growth
HDFC Floating Rate Income Fund-Long Term
Plan Direct Growth
HDFC Income Fund Direct Plan Growth.
0.00
14.87
0.00
1.68
-
-
14.87
-
-
-
64,29,273
7.00
50,00,000
5.00
50,00,000
5.00
-
-
50,00,000
5.00
50,00,000
5.00
50,00,000
5.00
-
-
45,70,969
5.00
-
-
50,00,000
5.00
50,00,000
5.00
50,00,000
5.00
-
-
50,00,000
5.00
25,00,000
2.50
25,00,000
2.50
-
-
50,00,000
5.00
50,00,000
26,51,024
5.00
16.89
50,00,000
-
5.00
-
61,68,169
15.00
44,94,503
10.00
51,71,579
16.82
-
-
TRENT ~ 63rd ANNUAL REPORT
95
Notes forming part of the Balance Sheet
Note 1.10 (Item No. II (1) (b), Page 84)
NON CURRENT INVESTMENTS
HDFC High Interest Fund Dynamic Plan Direct
Growth.
IDFC Dynamic Bond Fund Plan B Direct
Growth
ICICI Pru Dynamic Bond Fund Plan Direct
Growth.
ICICI Pru Income Plan- Direct. Growth
ICICI Pru Constant Maturity Gilt Plan- Direct
Growth
Kotak Bond Scheme Plan A Direct Growth
SBI Dynamic Bond Fund-Direct Growth
UTI Short Term Income Fund Inst. Direct
Growth
UTI Short Term Income Fund SRS XVIII-IV(366
D) Direct Growth
UTI Master Shares (Full figure for current and
previous year `19,500/-)
Less: Provision for Diminution in value of
investments
(Full figure for current and previous year
`19,500/-)
Birla Sun Life Short Term Fund Direct Growth
Birla Sunlife Treasury Optimiser Plan Direct.
Growth
DSP Blackrock Strategic Bond Fund Direct
Plan Growth
DWS Treasury Fund Investment Direct Plan
Growth
HDFC Short Term Opportunities Fund Direct
Growth.
IDFC Banking Debt Fund Direct Growth
IDFC Money Manager Fund Investment Plan
Direct Growth
IDFC Super Saver Income Fund Short Term
Plan Direct Growth
ICICI Ultra Short Term Fund Direct Growth
ICICI Short Term Fund Direct Growth
Kotak Bond (Short Term) Direct Growth
Sundaram Flexible Fund Short Term Plan
Direct Growth
Tata Short Term Bond Fund Direct Growth
Total Investment in Mutual Fund
96
TRENT ~ 63rd ANNUAL REPORT
Balance as on
Balance as on
31.03.2015
31.03.2014
No.of.
`
No.of.
`
Shares/Units
in crores Shares/Units in crores
11,49,120
5.44
-
-
1,27,69,896
22.03
94,90,803
13.97
34,95,379
37,69,069
5.00
16.87
-
-
10,00,000
41,16,524
81,63,224
1.00
16.15
13.73
17,75,257
2.70
1,77,83,552
30.10
18,65,972
2.84
-
-
50,00,000
5.00
1,300
0.00
1,300
0.00
0.00
0.00
38,07,359
19.51
19,18,326
9.04
13,59,369
23.12
3,62,439
5.59
33,015
5.40
-
-
-
-
17,64,490
2.50
1,23,74,748
-
18.41
-
41,16,778
22,78,506
5.68
2.50
-
-
12,58,039
2.50
46,76,492
38,29,983
1,02,70,421
40,67,534
13.22
5.46
29.68
10.47
9,56,524
38,53,565
-
2.50
5.00
-
1,52,19,334
40.10
346.90
12,37,415
22,75,772
2.50
5.40
132.22
Notes forming part of the Balance Sheet
Note 1.10 (Item No. II (1) (b), Page 84)
NON CURRENT INVESTMENTS
Balance as on
Balance as on
31.03.2015
31.03.2014
No.of.
`
No.of.
`
Shares/Units
in crores Shares/Units in crores
(c) In Bonds
11.50% Tata Steel Perpetual Bond.
11.50% Tata Steel Perpetual Bond.
11.40% The Tata Power Co. Ltd. Perpetual NCD.
Total Investment in Bond
Total Non Trade Investments
Total Non Current Investments
88
100
500
9.22
10.59
52.23
88
100
500
9.22
10.59
52.23
72.04
72.04
435.49
205.94
1,012.81
754.80
Aggregate book value of Investments
Unquoted
1,011.14
753.13
Quoted [Market value ` 2.34 crores
1.67
1.67
(2013-14:` 1.89 crores)
1. Aggregate value of provision for diminution in value of Investments is ` 15.08 Crores ( Previous Year :
` 3.25 Crores)
2. The company has given undertakings to the lenders of its subsidiary, Westland Limited restricting its
rights to sell the shares of Westland Limited held by it.
Note 1.11 (Item No. II (1) (c) and Item No. I (2) (b), Page 84)
DEFERRED TAX ASSET -NET
As at
31.03.2015
`
(in Crores)
As at
31.03.2014
`
(in Crores)
Deferred Tax Assets
Retirement Benefits
3.54
2.90
Premium on Redemption of Debentures
3.28
9.69
Other Provisions
7.47
3.28
14.29
15.87
10.33
16.45
3.96
(0.58)
Less-Deferred Tax Liability
Depreciation
Deferred Tax Asset/(Liability)-Net
TRENT ~ 63rd ANNUAL REPORT
97
Notes forming part of the Balance Sheet
Note 1.12 (Item No. II (1) (d), Page 84)
LONG TERM LOANS AND ADVANCES
As at
31.03.2015
`
(in Crores)
Unsecured, Considered Good
( a ) Capital Advances
(b) Security Deposits
Deposits for Premises
Other Deposits
( c ) Loans and Advances to related parties
(Refer Note 4.11, Page 110, and Note 4.18.18, Page 116)
(d) Loans and Advances to Others
( e ) Loans and advances to Employees
( f ) MAT Credit Outstanding
As at
31.03.2014
`
(in Crores)
0.05
0.42
40.74
2.62
20.48
2.02
6.65
93.75
0.25
1.47
19.82
71.60
0.25
1.56
28.92
147.40
Note 1.13 (Item No. II (2) (a), Page 84)
CURRENT INVESTMENTS -At lower of cost or Fair value
Balance as on
Balance as on
31.03.2015
31.03.2014
No.of.
`
No.of.
`
Shares/Units
in crores Shares/Units
in crores
(1) Investments in Mutual Funds at Cost (unquoted and fully paid unless otherwise stated)
Axis Liquid Fund Growth
3,643
0.55
-
-
23,371
0.52
8,76,457
18.00
3,124
0.61
54,622
10.00
34,478
0.60
-
-
1,58,327
0.45
56,07,330
15.00
(Units of ` 1000/- each)
Birla Sun life Cash Plus Inst Growth
(Units of ` 100/- each)
DSP Blackrock Liquidity Fund Inst. Growth
(Units of ` 10/- each)
DWS Insta Cash plus Fund Super Inst.Plan Growth
(Units of ` 100/- each)
HDFC Cash Management Fund- Savings Plan Growth (Units of ` 10/- each)
98
TRENT ~ 63rd ANNUAL REPORT
Notes forming part of the Balance Sheet
ICICI Pru. Liquid Plan Growth
Balance as on
Balance as on
31.03.2015
31.03.2014
No. of
`
No. of
`
Shares/Units
in crores Shares/Units
in crores
30,789
0.63
5,81,451
11.02
(Units of ` 100/- each)
IDFC Cash Fund-Growth
2,710
0.45
-
-
448
0.13
439
0.11
2,752
0.52
-
-
1,646
0.55
-
-
2,745
0.52
-
-
2,550
0.55
12,417
2.50
1,39,698
0.40
-
-
69,877
17.96
76,136
18.00
-
-
113
0.25
898
0.20
47,703
10.00
-
-
10,94,229
2.35
-
- 1,89,89,110
20.37
(Units of ` 1000/- each)
Kotak Liquid Insti. Premium-Growth
(Units of ` 1000/- each)
L&T Liquid Fund
(Units of ` 1000/- each)
Reliance Liquid Fund Trreasury Plan Growth
(Units of ` 1000/- each)
Religare Invesco Liquid Fund Growth
(Units of ` 1000/- each)
SBI premier Liquid Fund Regular Plan Growth
(Units of ` 1000/- each)
Sundaram Money Fund Regular Plan Growth
(Units of ` 10/- each)
Tata Liquid Fund Plan A
(Units of ` 1000/- each)
Tata Liquid Fund Plan A
(Units of ` 1000/- each)
UTI Liquid Cash Plan-Inst-Growth
(Units of ` 1000/- each)
Investment in Equity Instrument
Virtuous Shopping Centres Ltd
(Equity Shares of ` 21/- each)
Investment in Bonds
Virtuous Shopping Centres Ltd
10% Optionally Convertible Debentures (OCDs)
Total Current Investments
24.64
107.60
Aggregate book value of Investments unquoted
24.64
107.60
-
-
24.64
107.60
Quoted
TRENT ~ 63rd ANNUAL REPORT
99
Notes forming part of the Balance Sheet
Note 1.14 (Item No. II (2) (b), Page 84 )
INVENTORIES
(a) Raw Materials
(b) Stock in trade
Add-Stocks-in-Transit
(c) Packing Materials
(d) Stores & Spares
Note 1.15 (Item No. II (2) (c), Page 84)
TRADE RECEIVABLES
(a)
(b)
Debts outstanding for a period exceeding six months
Other Debts
Less : Provision for Doubtful Debts
Considered Good - Unsecured
Considered Doubtful - Unsecured
Note 1.16 (Item No. II (2) (d), Page 84)
CASH AND CASH EQUIVALENTS
(a) Balances with Scheduled Banks
(i) Current Accounts
(ii) Fixed Deposit Accounts
(b)
(c)
(d)
(e)
(f )
Credit card slips on hand
Cash on hand
Unclaimed Dividend Accounts
Unclaimed Debenture Interest Accounts
Margin Money Deposits with Banks with less than 12 months
maturity
(g) Margin Money Deposits with Banks with more than 12 months
maturity
(h) Unclaimed Application money on Securities
100 TRENT ~ 63 ANNUAL REPORT
rd
As at
31.03.2015
`
in crores
0.32
246.99
0.66
247.65
1.80
0.60
250.37
As at
31.03.2014
`
in crores
0.57
260.83
0.81
261.64
1.78
0.54
264.53
As at
31.03.2015
`
(in Crores)
3.30
1.60
4.90
2.69
2.21
2.21
2.69
4.90
As at
31.03.2014
`
in crores
3.11
2.45
5.56
1.70
3.86
3.86
1.70
5.56
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
21.09
0.01
21.10
1.44
2.18
0.85
0.01
20.37
0.01
20.38
3.64
4.99
0.80
0.01
1.69
1.62
1.27
0.08
28.62
1.31
0.10
32.85
Notes forming part of the Balance Sheet
Note 1.17 (Item No. II (2) (e), Page 84)
SHORT TERM LOANS AND ADVANCES
A
B
Secured Considered good
Inter Corporate Deposits Given
Unsecured Considered good
(a) Security Deposits
Deposits for Premises- Subsidiaries
Deposits for Premises- Others (Refer Note No. 4.18.15, Page 115)
(b) Loans and Advances to Staff
(c) Loans and Advances to related parties
(d) Advances Payment To Creditors
(e) Balances with government agencies
(f ) Advance Income/Wealth Taxes - Net Of Provision
(g) Other Taxes Recoverable
(h) Prepaid Expenses
(i) Interest Receivable
C. Unsecured,Considered Doubtful
(a) Bills Of Exchange
(b) Other Taxes Recoverable
(c) Advances Payment To Creditors
(d) Loans and Advances to Staff
(e) Interest Receivable
(f ) Security Deposits
Less:provision for Doubtful Advances
Note 1.18 (Item No. II (2) (f), Page 84)
OTHER CURRENT ASSETS
Unsecured Considered good
(a) Other Receivables
(b) Interest accrued on Bank Deposits
Unsecured,Considered Doubtful
Other Receivables
Less:Provision for Doubtful Advances
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
25.00
25.00
2.50
71.92
0.73
13.75
7.08
1.28
0.06
7.88
2.95
108.15
2.50
75.66
0.95
42.75
1.40
7.27
38.02
0.54
4.57
6.08
179.74
1.14
0.04
1.63
0.04
0.19
2.00
5.04
(5.04)
133.15
1.14
0.04
1.19
0.04
0.19
2.00
4.60
(4.60)
204.74
As at
31.03.2015
`
in crores
0.65
0.19
0.84
As at
31.03.2014
`
in crores
7.15
0.26
7.41
0.88
0.88
(0.88)
0.84
0.00
0.00
7.41
TRENT ~ 63rd ANNUAL REPORT
101
Notes forming part of Profit and Loss Statement
Note 2.1 (Item No. I, Page 85)
REVENUE FROM OPERATIONS (NET)
For the Year ended
31st March 2015
` in crores
Sale of products(Gross)
Less: VAT
Sale of products(Net)
Other operating revenues
Display & Sponsorship Income
Commission on sales
Discounts & Fees
Others
Exchange fluctuation income
Rent
1,405.34
82.04
1,323.30
1,284.10
75.46
1,208.64
34.70
1,358.00
1.80
0.99
12.19
8.13
0.46
9.34
32.91
1,241.55
1.07
0.30
15.27
12.05
0.14
5.87
Total
For the year ended
31 March 2014
` in crores
Note 2.2 (Item No. II, Page 85)
OTHER INCOME
For the Year ended
31st March 2015
` in crores
Interest Income
Interest on Loans and Advances
Interest/Discounts on Deposits with Bank
Dividend Income
Dividend from Long Term Investments
Profit on Sale of Investments
Profit on sale of current investments(Net)
Profit on sale of Long Term Investments(Net)
Excess provision no longer required written back
Other Non Operating Income
Total
102 TRENT ~ 63 ANNUAL REPORT
rd
18.68
3.93
For the year ended
31 March 2014
` in crores
22.61
22.32
2.60
24.92
0.07
0.07
0.07
43.04
4.11
32.32
36.43
8.75
74.47
3.10
0.29
64.81
0.07
11.50
31.54
Notes forming part of Profit and Loss Statement
Note 2.3 (Item No. IV (a), Page 85)
COST OF RAW MATERIALS CONSUMED
Opening Stock
Add:Purchases
Less:Closing Stock
Cost of Materials consumed
For the Year ended
31st March 2015
` in Crores
0.57
1.13
0.32
1.38
For the year ended
31 March 2014
` in Crores
0.43
1.05
0.57
0.91
For the Year ended
31st March 2015
` in Crores
246.99
260.83
13.84
For the year ended
31 March 2014
` in Crores
260.83
182.29
61.69
(16.85)
For the Year ended
31st March 2015
` in Crores
111.18
7.22
5.59
123.99
For the year ended
31 March 2014
` in Crores
94.28
5.35
4.85
104.48
For the Year ended
31st March 2015
` in Crores
For the year ended
31 March 2014
` in Crores
6.89
0.14
7.03
6.89
0.03
0.13
7.05
Note 2.4 (Item No. IV (c), Page 85)
CHANGES IN INVENTORIES OF FINISHED GOODS,
WORK-IN-PROGRESS AND STOCK IN TRADE
[(ACCRETION)/DECRETION]
Closing Stock
Less:Opening Stock
Less :Acquired on amalgamation
(Accretion)/Decretion
Note 2.5 (Item No. IV (d), Page 85)
EMPLOYEE BENEFIT EXPENSES
Salaries, Wages, Bonus, etc.
Contribution to Provident, Superannuation and Gratuity Funds
Workmen and Staff Welfare Expenses
Total
Note 2.6 (Item No. IV (e), Page 85)
FINANCE COSTS
Interest Expense
Debentures
Fixed Loans
Others
Total
TRENT ~ 63rd ANNUAL REPORT
103
Notes forming part of Profit and Loss Statement
Note 2.7 (Item No. IV (g), Page 85)
OTHER EXPENSES
Processing Charges
Packing Materials Consumed
Power and Fuel
Repairs to Building
Repairs to Machinery
Repairs Others
Rent
Rates and Taxes
Insurance
Advertisement and Sales Promotion
Travelling Expenses
Professional and Legal Charges
Printing and Stationery
Bank Charges
Postage, Telegrams and Telephones
Outsourcing Fees
General Expenses (Refer Note 4.4 (i), Page 108)
Retail Business Fees
Directors’ Fees
Commission to Non Whole-time Directors
Loss on Sale of Fixed Assets Sold/Discarded (Net)
Impairment Loss on Fixed assets
Freight and forwarding charges
Exchange fluctuation expense
Corporate Social Responsibility (Refer Note 4.4 (ii), Page 108)
Loss on valuation-current investments
Total
Note 2.8 (Item No. VI, Page 85)
EXCEPTIONAL ITEMS: (INCOME)/EXPENSES (NET)
Income
Profit on sale investment in THL ( net of related expenses)
(Refer note 4.24, Page 122)
Refund of Certain taxes arising on retrospective amendment
Expenses
Impairment Loss on Fixed assets
Restructuring Cost ( refer note below )
Provision for diminuition in value of investment in Landmark
E Tail Ltd.
Net (Income)/Expenses
For the Year ended
31st March 2015
` in crores
1.22
2.99
43.84
45.56
7.68
9.32
106.65
14.59
1.27
40.40
7.30
16.79
1.69
9.83
5.99
28.43
32.44
86.50
0.37
0.13
3.80
1.48
28.96
0.02
0.83
498.08
For the year ended
31st March 2014
` in crores
0.81
2.95
44.07
43.05
6.75
9.00
103.91
13.38
1.19
33.68
7.39
17.46
2.01
8.33
5.85
19.39
29.99
76.69
0.18
0.44
5.95
0.00
21.08
0.14
0.00
0.11
453.80
For the Year ended
31st March 2015
` in crores
For the year ended
31st March 2014
` in crores
(103.87)
-
-
(9.76)
35.64
11.83
0.43
-
(56.40)
(9.33)
Notes
Restructuring costs are incurred in respect of restructuring of its Landmark Stores
104 TRENT ~ 63 ANNUAL REPORT
rd
Notes forming part of the Balance Sheet and Profit & Loss Account
Note 3 SIGNIFICANT ACCOUNTING POLICIES
3.1 Basis of preparation of accounts
The financial statements are prepared on the accrual basis of accounting and in accordance with the
Accounting Standards notified under Companies (Accounts) Rules,2014 and referred under Section
133 of the Companies Act,2013.
3.2 Fixed Assets and Depreciation
(a)
Fixed Assets are stated at cost less depreciation/amortisation and impairement. Costs
comprise of cost of acquisition, Borrowing Cost, Cost of Improvement and any attributable
cost of bringing the asset to condition for its intended use.
(b)
Depreciation on tangible assets is provided in accordance with useful life as prescribed in
Schedule II of the Companies Act,2013. (Refer Note 4.23, Page 122)
(a) In respect of the assets of the Retail Business on “Straight Line” method.
(b) In respect of all other assets on “Written Down Value” method.
(c)
Leasehold land is amortised over the period of lease remaining as at the date of their
capitalisation.
(d)
Improvement to leasehold premises are depreciated over the period of lease remaining as at
the date of their capitalisation.
(e)
Intangible Assets are amortised over their useful life not exceeding ten years.
3.3 Investments
Long Term Investments are stated at cost. A provision for diminution is made to recognise a decline,
other than temporary, in the value of Long Term Investments. Current Investments are stated at
lower of cost or fair value.
3.4 Inventories
Inventories are valued at lower of cost or net realisable value.
3.5 Income
(a)
Sale of goods is recognised on delivery to customers.
(b)
Other operating revenues are accounted on accrual basis.
(c)
Interest income is accounted on accrual basis.
(d)
Dividend income is accounted when right to receive payment is established.
3.6 Retirement Benefits
3.6.1 Defined Contribution Plans
Company’s contributions during the year towards Government administered Provident
Fund, Family Pension Fund, ESIC and Labour Welfare Fund are charged to the Profit and Loss
Account as incurred.
Company’s contributions during the year towards Superannuation to the Superannuation
Trust administered by a Life Insurance Company are recognized in the Profit and Loss Account
as incurred.
3.6.2 Defined Benefit Plans
Company’s Contribution towards Gratuity made under the Group Gratuity Schemes with Life
Insurance Companies are determined based on the amounts recommended by Life Insurance
Companies as per actuarial valuation.
Provision for other retirement / post retirement benefits in the forms of pensions, medical
benefits and long term compensated absences (leave encashment) has been made on the
basis of actuarial valuation.
TRENT ~ 63rd ANNUAL REPORT
105
Notes forming part of the Balance Sheet and Profit & Loss Account (Contd.)
3.7 Foreign Currency Transactions
Foreign Currency transactions are accounted at the rates prevailing on the date of transaction.
Year end monetary assets and liabilities are translated at the exchange rate ruling on the date of the
Balance Sheet.
Exchange differences on settlement/conversion are adjusted to the Profit and Loss Account.
3.8 Provisions and Contingent Liabilities
The Company recognises a provision when there is a present obligation as a result of past event
that probably requires an outflow of resources and a reliable estimate can be made of the amount
of the obligation. A disclosure for contingent liability is made when there is possible obligation or a
present obligation that may, but probably will not, require an outflow of resources. Where there is
a possible obligation or present obligation that the likelihood of outflow of resources is remote, no
provision or disclosure is made.
3.9 Taxation
(a)
Current Tax comprises of Provision for Income Tax and Wealth Tax as determined in accordance
with the provisions of Income Tax Act, 1961 and the Wealth Tax Act, 1957.
(b)
Deferred tax, subject to the consideration of prudence, is recognised on timing differences
between the taxable income and accounting income that originate in one period and are
capable of reversal in one or more subsequent periods. Deferred tax assets are recognised
to the extent that there is reasonable certainty that sufficient future taxable income will
be available against which such deferred tax assets can be realized. In case of unabsorbed
depreciation and carry forward tax losses, deferred tax assets are recognised to the extent
that there is virtual certainty that sufficient future taxable income will be available against
which such deferred tax assets can be realized.
3.10 Leases
Lease arrangements where the risks and rewards incident to ownership of an asset substantially vest
with the lessor are recognised as operating leases. Lease rents under operating leases are recognised
in the Profit and Loss Account on straight line basis.
3.11 Borrowing Cost
Borrowing cost include interest, fees and other charges incurred in connection with the borrowing
of funds and is considered as revenue expenditure for the year in which it is incurred. Borrowing
cost attributed to the acquisition/improvement of qualifying capital assets and incurred till the
commencement of commercial use of the assets is capitalised as cost of the assets.
3.12 Impairment of Assets
The carrying value of assets / cash generating units at each Balance Sheet date are reviewed
for impairment. If any indication of impairment exists, the recoverable amount of such assets
is estimated and impairment is recognised, If the carrying amount of these assets exceeds their
recoverable amount.The recoverable amount is the greater of the net selling price and their value
in use.When there is indication that an impairment loss recognised for an asset in earlier accounting
periods no longer exists or may have decreased, such reversal of impairment loss is recognised in
the Statement of Profit & Loss, except in case of revalued assets.
Note 4 OTHER SIGNIFICANT NOTES
4.1. Capital and Other Commitments
(a)
Capital Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided
for ` 5.12 crores (2013-2014 : ` 6.09 crores),
(b)
Other Commitments
(i)
The company has given undertakings to the lenders of its subsidiary,Westland Limited
restricting its rights to sell the shares of Westland Limited held by it.
106 TRENT ~ 63 ANNUAL REPORT
rd
Notes forming part of the Balance Sheet and Profit & Loss Account (Contd.)
(ii)
The Finance Act,2007 introduced service tax on “Renting on Immovable Property” with
effect from 01st June ,2007.The Company had entered into several agreements with
Landlords and Mall owners prior to the introduction of service tax on rent.The Delhi
High court through its judgement dated 19th April,2009 had set aside the operation of
service tax on rent as ultra vires.In the meanwhile ,the Finance Act,2010 has amended
the Finance Act retrospectively with effect from 1st June,2007 levying service tax on
“Renting of Immovable Property”. This retrospective amendment and applicability
on service tax on rent was challenged by Retailers Association of India of which the
company is a member. The case is presently before the Supreme court pending final
disposal.
The company has paid and/or adequately provided for service tax on rent upto the
period 31st March,2015 under rent/lease agreements in which it had explicitly assumed
the liability of service tax on rent.As per the directions of the Supreme court dated
14th October 2011 the company has deposited ` 4.66 crores being 50% of the liability
under such agreements and for the balance 50% has given surety to the Service Tax
Department.Pending the final Supreme Court judgement interest/penalty if any as
may be payable is not presently ascertainable or quantifiable
(iii)
Certain Key arrangements of the Company
The Company has agreements in respect of the following and the parties inter-se
have certain rights and obligations,also covering certain affirmative and shareholding
related provisions, commensurate with arrangements of this nature:
1
Joint venture with Inditex Group with respect to Zara & Massimo Dutti stores in
India.
2
TVS private equity fund has an option to invest in a minority stake in Westland
Limited a subsidiary of the Company.
3
Joint venture with Tesco PLC UK,with respect to Trent Hyper-market Ltd for Star
Bazaar related formats.
4
Export Obligation of ` 5.40 Crores against EPCG Licence of Landmark Limited
since merged with company w.e.f. 01-04-2013 (refer note 4.22, Page 121)
4.2
Contingent Liabilities and Claims
(a)
Contingent Liability in respect of Sales tax, Excise , Customs and other statutory demands
against which the Company has filed appeals ` 1.26 crores (2013-2014: ` 0.56 crores) - net of
tax ` 0.83 crores (2013-2014 : ` 0.38 crores).
(b)
Contingent Liability in respect of Income-tax demands against which the Company has filed
appeals : ` 2.07 crores (2013-2014 : ` 1.78 crores).
(c )
Contingent Liability in respect of Claims filed against the Company ` 6.81 crores (2013-2014
: ` 6.58 crores)
(d)
Contingent Liability in respect of Provident Fund demands against which company has filed
appeals is ` 1.11 crores (2013-14: ` 1.11 Crores).
(e)
Claims made against the Company not acknowledged as debts ` 1.74 crores (2013-2014 :
` 1.44 crores)
(f )
Corporate Guarantee given on behalf of a Subsidiary/ Joint Venture(refer note:4.24, Page 122)
: ` 150.9 crores (2013-2014 : ` 156.71 crores)
TRENT ~ 63rd ANNUAL REPORT
107
Notes forming part of the Balance Sheet and Profit & Loss Account (Contd.)
(g)
Disclosure as required by AS 29 : Provision for Contingencies
Particulars
4.3
(` In Crores)
Amount as
Provisions Amount adjusted Amount as
at beginning made during / reversed during
at end of
of the year
the year
the year
the year
Provision made as a matter of
abundant caution against items
(a), (b), (c ) and (e) above, which are
disputed by the Company.
2.05
0.00
0.00
2.05
Provision for disputed expenses
0.29
0.00
0.00
0.29
Total
2.34
0.00
0.00
2.34
(a)
Remuneration to Managing Director/ Manager: Mr. Philip Auld has been appointed as
Manager/Managing Director.The Remuneration of Mr. Phillip Auld as per the terms previously
approved by the shareholders and the Board of Directors is in excess of the limits prescribed by
the Companies Act ,2013. The Company has made an application to the Central Government
for the approval of remuneration of Mr. Philip Auld in excess of the prescribed limits and
same is awaited. In the interim, the company has paid/ provided for the full remuneration of
Mr. Philip Auld in the books of accounts.The amount paid to Mr. Philip Auld in excess of the
limits specified under the Companies Act 2013 is held by him in trust.
Commission to the Non-Executive Directors - The Board of Directors have approved
commission upto 1% of eligible profits for FY 2014-15 , computed as per the provisions of
the Companies Act.
31.03.2015
31.03.2014
`
`
4.4 (i)
Note 2.7 General Expenses include :
in crores
in crores
(a)
Auditors’ Remuneration Audit Fees
0.22
0.17
Fees for Taxation matters
0.02
0.01
Other Services
0.08
0.06
Reimbursement of out-of-pocket expenses
0.02
0.01
(b) Provision/ Write Off (+) - Write back (-) for doubtful
2.71
2.13
debts/advances (net)
(b)
(ii)
Corporate Social Responsibility Expenditure :
(a)
Gross amount required to be spent by the company during the year is ` 0.83 Crores.
(b)
Amount spent during the year on:
yet to be
Total
in cash
paid in cash
(`In crores)
(i)
(ii)
Construction/acquisition of any asset
on purpose other than (i) above
108 TRENT ~ 63 ANNUAL REPORT
rd
Nil
0.83
Nil
Nil
Nil
0.83
Notes forming part of the Balance Sheet and Profit & Loss Account (Contd.)
4.5
4.6
4.7
4.8
4.9
There are no Micro and Small Enterprises , to whom the Company owes dues, which are outstanding
for more than 45 days as at 31st March, 2015. This information as required to be disclosed under the
Micro,Small and Medium Enterprise Development Act, 2006 has been determined to the extent
such parties have been identified on the basis of information available with the Company. This has
been relied upon by the Auditors.
There are no amounts due and outstanding to be credited to Investor Education and Protection
Fund as at 31st March, 2015 except ` 0.06 crores (2013-2014 : ` 0.05 crores) which is held in abeyance
due to legal cases pending.
Entire proceeds of the issue of Cumulative Convertible Preference Shares (CCPS) of ` 489.66 crores in
2010-11 have been utilised towards objects of the issue including investments in subsidiaries/Joint
venture to acquire properties for retail stores.
Provision for taxation is inclusive of the tax impact on account of the securities issue expenses,
merger related expense and premium on redemption of debentures if any debited to the Securities
Premium Account. The Company has taken credit for MAT which it is entitled on future taxable
profits.
(a)
The future minimum lease payments under non-cancellable operating leases are as under :
i)
ii)
iii)
(b)
Not later than one year
Later than one year and not later than five years
Later than five years
2014-2015
`
in crores
0.03
0.07
Nil
2013-2014
`
in crores
3.06
1.30
Nil
The future minimum lease receipts under non-cancellable operating leases are as under :
i)
ii)
iii)
Not later than one year
Later than one year and not later than five years
Later than five years
2014-2015
`
in crores
2.61
3.26
-
4.10. SALES, PURCHASES, OPENING AND CLOSING STOCKS (1.4.2014 to 31.3.2015)
Class Of Goods
SALES PURCHASES OPENING
`
`
STOCK
in crores
in crores
`
in crores
Apparels/Household items/Books etc.
1,404.50
665.35
260.83
(1,283.31)
(671.99)
(182.29)
Others
0.84
0.47
(0.79)
(0.45)
Total
1,405.34
665.82
260.83
(1,284.10)
(672.44)
(182.29)
2013-2014
`
in crores
1.95
5.87
Nil
CLOSING
STOCK
`
in crores
246.99
(260.83)
246.99
(260.83)
Notes :
(i)
(ii)
Closing stock is after adjusting samples , free gifts, damaged goods and shortages.
Figures in brackets are in respect of previous year.
TRENT ~ 63rd ANNUAL REPORT
109
Notes forming part of the Balance Sheet and Profit & Loss Account (Contd.)
4.11. Disclosure in terms of Clause 32 of Listing Agreement regarding loans and advances in the
nature of loans to Subsidiaries:
Details of loans and advances in the nature of loans
Name of Company
Landmark E-tail Ltd
Nahar Retail Trading Services Limited
Trent Brands Limited
Trent Hypermarket Limited(Refer Note 4.18)
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Balance Maximum Amount
as at Outstanding during
31.03.2015
the year
`in crores
`in crores
3.10
6.65
7.00
32.00
97.50
Notes:
a)
Loan to Nahar Theatres is repayable after three years from the date of disbursement/renewal.
b)
Details of Investments made by the loanees in the shares of the Company and subsidiaries as
on 31.03.2015 are as under:
Investor company
Trent Brands Limited
Invested In
` Crores
Fiora Services Limited
8.55
4.12 VALUE OF IMPORTED AND INDIGENOUS MATERIALS CONSUMED :
2014-2015
2013-2014
Rupees
% of Total
Rupees
% of Total
in crores Consumption
in crores Consumption
(a) RAW MATERIALS :
(i) Imported
(ii) Indigenous
1.38
100
0.91
100
TOTAL
1.38
100
0.91
100
(b) PACKING MATERIALS
(i) Imported
(ii) Indigenous
2.99
100
2.95
100
TOTAL
2.99
100
2.95
100
4.13 VALUE OF IMPORTS ON C.I.F. BASIS :
(a) Finished Products (including in -transit)
(b) Capital Goods(including in-transit)
TOTAL
110 TRENT ~ 63 ANNUAL REPORT
rd
2014-2015
`
in crores
2013-2014
`
in crores
67.94
64.49
0.40
0.73
68.34
65.22
Notes forming part of the Balance Sheet and Profit & Loss Account (Contd.)
4.14 EXPENDITURE IN FOREIGN CURRENCY :
(a)
(b)
(c)
2014-2015
`
in crores
1.95
6.00
1.32
9.27
Travelling Expenses
Consultancy Fees (Net of Tax deducted at source)
Payments on other accounts
TOTAL
2013-2014
`
in crores
1.29
1.85
1.64
4.78
4.15 (a) EARNINGS IN FOREIGN CURRENCY :
2014-2015
`
2013-2014
`
in crores
in crores
Sales of goods*
25.21
22.68
TOTAL
25.21
22.68
* Represents sale of goods which are collected in Foreign Currency through International
Credit Cards,as certified by the collecting bankers.
(b) Details on derivatives instruments and unhedged foreign currency exposures
(i) There are no forward exchange contracts outstanding as at 31st March 2015.
(ii) The unhedged foreign currency exposure as at 31 st March 2015 is as under:
As at 31st March, 2015
Particulars
As at 31st March, 2014
Amount in
Amount in
Amount in
Amount in
in Foreign
currency
` (in crores)
in Foreign
currency
` (in crores)
Trade Payable GBP
51,954
0.48
98,558
0.98
Trade Payable EURO
10,500
0.07
24,750
0.20
8,55,230
5.35
1,48,000
0.93
Trade Payable USD
4.16 Disclosure as required by AS28:Provision for Impairment
Particulars
Impairment
Amount
as at
beginning
of the year
Provisions
made
during the
year
Amount
adjusted
/ reversed
during the
year
Amount as
at end of
the year
0.43
4.16
0.43
4.16
4.17 SEGMENT REPORTING
The main business of the Company is retailing. All other activities of the Company are incidental
to the main business. Accordingly, there are no separate reportable segments in terms of the
Accounting Standard 17 on “Segment Reporting”.
TRENT ~ 63rd ANNUAL REPORT
111
Notes forming part of the Balance Sheet and Profit & Loss Account (Contd.)
4.18. RELATED PARTY TRANSACTIONS :
4.18.01 Parties where control exists
Trent Brands Limited - Subsidiary Company.
(100% Equity Share Capital is held by Trent Limited as at 31st March, 2015)
(100% Preference Share Capital is held by Trent Limited as at 31st March, 2015)
Fiora Services Limited - Subsidiary Company of Trent Brands Limited
( 89.88% Equity Share Capital is held by Trent Brands Limited as at 31st March, 2015)
Nahar Retail Trading Services Limited - Subsidiary Company
( 100% Equity Share Capital is held by Trent Limited as at 31st March, 2015)
Westland Limited - Subsidiary Company
( 96.64% Equity Share Capital is held by Trent Limited as at 31st March, 2015)
(100% Preference Share Capital is held by Trent Limited as at 31st March, 2015)
Landmark E-Tail Limited - Subsidiary Company
( 100% Equity Share Capital is held by Trent Limited as at 31st March, 2015)
(100% Preference Share Capital is held by Trent Limited as at 31st March, 2015)
Trent Hypermarket Limited - Subsidiary Company.
(Subsidiary of Trent Limited uptill 2nd June 2014, JV of Trent Limited w.e.f 03rd June,
2014)
( 50% Equity Share Capital is held by Trent Limited as at 31st March, 2015)
( 100% Equity Share Capital is held by Trent Limited as at 31st March, 2014)
Trent Global Holdings Limited-Subsidiary Company
( 100% Equity Share Capital is held by Trent Limited as at 31st March, 2015)
Fiora HyperMarket Limited-Subsidiary Company
( 100% Equity Share Capital is held by Trent Limited as at 31st March , 2015)
(100% Preference Share Capital is held by Trent Limited as at 31st March, 2015)
Duckbill Books & Publication Limited. - Subsidiary company of Westland Limited
(Subsidiary of West Land limited upto 31st December 2014)
(Nil Equity Share Capital is held by Westland Limited as at 31st March 2015)
(51% Equity Share Capital is held by Westland Limited as at 31st March, 2014)
Virtuous Shopping Centres Limited - Subsidiary Company of Trent Hypermarket Limited
Trent Hypermarket Limited was subsidiary of Trent Limited upto 02nd June 2014 and is a
JV of Trent Limited w.e.f. 03rd June 2014)
(66.66% Equity Share Capital is held by Trent Hypermarket Limited as at 31.03.2014)
(33.34 % Equity Share Capital is held by Trent Limited as at 31.03.2014)
Commonwealth Developers Limited - Subsidiary Company of Virtuous Shopping Centres
Limited.
(Virtuous Shopping Centres Limited is a subsidiary of Trent Hypermarket Limited.Trent
Hypermarket Limited was subsidiary of Trent Limited upto 02nd June 2014 and is a
JV of Trent Limited w.e.f. 03rd June 2014)
(100% Equity Share Capital is held by Virtuous Shopping Centres Limited as at 31st March,
2014)
112 TRENT ~ 63 ANNUAL REPORT
rd
Notes forming part of the Balance Sheet and Profit & Loss Account (Contd.)
4.18.02
Other Related Parties with whom transactions have taken place during the year:
Associates:
Tata Sons Ltd.
(Holds more than 20% of the Share Capital of Trent Limited as on 31st March 2015)
Joint Ventures
Trent Hypermarket Limited
(JV w.e.f 03rd June 2014)
(50% Equity Share Capital is held by Trent Limited as at 31st March 2015)
Inditex Trent Retail India Private Limited (Inditex)
( 49% Equity Share Capital is held by Trent Limited as at 31st March, 2015)
Massimo Dutti India Private Limited
(49% Equity Share Capital is held by Trent Limited as at 31st March,2015)
4.18.03 Directors/Manager of the Company
Non Executive Directors
Mr. N.N. Tata
Mr. A.D. Cooper
Mr. Z.S. Dubash
Mr. B. Bhat
Mr. S. Susman
Mr. B.N. Vakil
Mr. H.R. Bhat (appointed w.e.f. 1st April 2014)
Ms.S.Singh(appointed w.e.f.03rd March 2015)
Mr.Philip N Auld(Managing Director
w.e.f 04th November 2014)
Chief Executive Officer & Manager
Mr. Philip N. Auld (Manager as per
The Companies Act,2013 uptill 03rd
November, 2014
(Managing Director W.e.f 04th November 2014)
4.18.04
2014-2015
`
in crores
2013-2014
`
in crores
Fiora Services Limited
0.54
0.45
Trent Hypermarket Limited(upto 02.06.2015)
0.09
0.57
Nahar Retail Trading Services Limited
0.16
0.21
Landmark E-Tail Limited
0.13
0.52
0.22
0.05
Sales to and Other recoveries from related parties
a)
b)
Subsidiaries
Associates
Tata Sons Limited
TRENT ~ 63rd ANNUAL REPORT
113
Notes forming part of the Balance Sheet and Profit & Loss Account (Contd.)
4.18.05
4.18.06
4.18.07
4.18.08
4.18.09
4.18.10
4.18.11
114 TRENT ~ 63 ANNUAL REPORT
rd
c) Joint Venture
Trent Hypermarket Ltd
Purchase/other services from related parties
a) Subsidiaries
Fiora Services Limited
Trent Brands Limited
Nahar Retail Trading Services Limited
Trent Hypermarket Limited
Westland Limited
Fiora Hypermarket Ltd
b) Associates
Tata Sons Limited
c) Joint Venture
Trent Hypermarket Ltd
Sale of Fixed Assets from related parties
a) Subsidiaries
Fiora Services Limited
Remuneration to Directors / Manager*
Interest/Dividend received from related parties
a) Subsidiaries
Nahar Retail Trading Services Limited
Trent Hypermarket Limited
Trent Brands Limited
Landmark E-Tail Limited
Westland Limited
Virtuous Shopping Centres Limited
b) Joint Venture
Trent Hypermarket Ltd
Interest/Dividend paid to related parties
a) Associates
Tata Sons
b) Directors
Sale of Equity Shares
Subsidiaries
Fiora Services Limited
Trent Hypermarket Ltd
Sale of Debentures
Subsidiaries
Trent Hypermarket Ltd
2014-2015
`
in crores
2013-2014
`
in crores
0.82
-
39.65
2.13
4.04
0.09
0.60
0.71
26.96
2.32
4.04
0.48
3.90
-
7.88
8.24
1.43
-
5.34
0.04
4.82
0.69
1.71
0.21
0.11
0.04
0.72
2.71
0.61
0.00
1.90
3.56
-
6.12
0.06
6.12
0.06
2.35
10.80
20.37
-
Notes forming part of the Balance Sheet and Profit & Loss Account (Contd.)
4.18.12
4.18.13
Subscription to Share Capital
(a) Subsidiaries
Landmark E-Tail Limited
Westland Limited
(b) Joint Ventures:
Massiomo Dutti India Private Limited
Trent Hypermarket Ltd
Loan Given to
a) Subsidiaries
Trent Hypermarket Limited
Westland Limited
Landmark E-Tail Limited
b) Joint Venture
Trent Hypermarket Limited
4.18.14
4.56
4.93
19.78
-
0.25
149.96
-
3.00
3.10
91.75
1.00
1.95
10.00
-
-
5.00
Subsidiaries
Trent Hypermarket Limited
32.00
2.00
Westland Limited
3.00
1.00
Landmark E-Tail Limited
3.10
15.20
Nahar Retail Trading Limited
0.35
-
107.50
-
2.50
2.50
0.36
0.66
Trent Brands Limited
29.90
-
Fiora Limited
44.99
-
Trent Brands Limited
b)
Joint Ventures
Trent Hypermarket Ltd
Security deposit receivable as on 31.03.2015
a)
Subsidiaries
Trent Brands Limited
b)
Associates
Tata Sons Limited
4.18.16
2013-2014
`
in crores
Loan Repaid by
a)
4.18.15
2014-2015
`
in crores
Investments Purchased during the year
Subsidiaries
TRENT ~ 63rd ANNUAL REPORT
115
Notes forming part of the Balance Sheet and Profit & Loss Account (Contd.)
4.18.17
2014-2015
`
in crores
2013-2014
`
in crores
-
156.71
150.90
-
6.65
7.00
Trent Hypermarket Limited
-
97.50
Trent Brands Limited
-
32.00
0.06
0.13
-
1.49
Landmark E-Tail Limited
0.01
0.19
Westland Limited
0.09
0.01
-
1.71
0.11
-
0.13
-
-
0.06
3.92
1.43
Trent Hypermarket Limited
-
0.08
Westland limited
-
0.03
0.05
-
-
3.26
149.29
-
Guarantee given as on 31.03.2015
Subsidiaries
Trent Hypermarket Limited
Joint Venture:
Trent Hypermarket Limited
4.18.18
Loan outstanding as on 31.03.2015
Subsidiaries
Nahar Retail Trading Services Limited
4.18.19
Outstanding Receivables as on 31.03.2015
a)
Subsidiaries
Nahar Retail Trading Services Limited
Trent Hypermarket Limited
Virtuous Shopping Centres Limited
Trent Brands Limited
b)
Joint Ventures:
Trent Hypermarket Limited
4.18.20
Outstanding Payables as on 31.03.2015
a)
Subsidiaries
Trent Brands Limited
Fiora Services Limited
Fiora Hyper-market Ltd
b)
Associates
Tata Sons Limited
4.18.21
Redemption of Preference Shares by
a)
Joint Venture
Trent Hypermarket Ltd
* Remuneration/Commission/Performance Awards considered on payment basis
116 TRENT ~ 63 ANNUAL REPORT
rd
Notes forming part of the Balance Sheet and Profit & Loss Account (Contd.)
4.19 EMPLOYEE BENEFITS
(a)
I
II
III
IV
V
VI
VII
VIII
Defined Benefit Plans - Gratuity, Pension and Medical Benefits (As per actuarial valuations as on 31st March 2015)
GRATUITY (Fully funded)
LIC administered
Tata AIG
Trust
administered Trust
As on
As on
As on
As on
31st
31st
31st
31st
March,
March,
March,
March,
2015
2014
2015
2014
` in Crores
Pension and
Medical Benefits
non funded)
As on
As on
31st
31st
March,
March,
2015
2014
Change in Obligation during the year ended
1
Present value of obligations as at beginning of year
3.49
3.14
0.28
0.37
1.46
2
Interest cost
0.38
0.30
0.02
0.02
0.13
3
Current Service Cost
0.75
0.67
0.00
0.01
4
Actuarial (gain)/loss on obligations
1.16
0.17
0.01
0.09
1.21
5
Past Service Costs
6
Liabilities assumed on Acquisition / (Settled on Divestiture)
0.09
(0.06)
7
Benefits Paid
(0.84)
(0.73)
(0.11)
(0.21)
(0.53)
8
Present value of Defined Benefit Obligation at the end of the year
5.03
3.49
0.20
0.28
2.27
Change in Assets during the Year ended
1
Plan assets at the beginning of the year
2.99
2.90
0.60
0.75
2
Expected return on plan assets
0.24
0.21
0.04
0.04
3
Contributions by Employer
1.78
0.51
0.53
4
Assets acquired on Acquisition / (Distributed on Divestiture)
(0.02)
(0.14)
5
Funds Transfer In
6
Actual benefit paid
(0.85)
(0.73)
(0.11)
(0.21)
(0.53)
7
Actuarial gains/ (losses)
0.05
0.10
(0.01)
0.02
8
Plan Assets at the end of the year
4.19
2.99
0.38
0.60
Net Asset/(Liability) recognized in the Balance Sheet
1
Present Value of Defined Benefit Obligation
5.03
3.49
0.20
0.28
2.27
2
Fair value of plan assets
4.19
2.99
0.38
0.60
3
Amount not recognised as an Asset (limit in Para 59(b)
(0.06)
(0.11)
of Accounting Standard 15
4
Fund status (Surplus/(Deficit))
(0.84)
(0.50)
0.12
0.21
(2.27)
5
Net Assets /(Liability)
(0.84)
(0.50)
0.12
0.21
(2.27)
Expenses recognized in the statement of Profit and Loss
1
Current Service cost
0.75
0.67
0.00
0.01
2
Interest Cost
0.38
0.30
0.02
0.01
0.13
3
Expected return on plan assets
(0.24)
(0.21)
(0.04)
(0.04)
4
Net Actuarial (Gains)/Losses (Net of Opening Actuarial
1.11
0.07
0.02
0.08
1.20
gain/(loss) adjustment)
5
Past Service Cost
6
Net effect of Transfer in
7
Effect of the limit in Para 59(b) of Accounting Standard 15
(0.04)
(0.02)
8
Expenses recognised in statement of Profit and Loss
2.00
0.83
(0.04)
0.04
1.33
The major categories of plan assets as a percentage of total plan
1
Government of India Securities
N.A.
N.A.
N.A.
N.A.
N.A.
2
Corporate Bonds
N.A.
N.A.
N.A.
N.A.
N.A.
3
Special Deposit Scheme
N.A.
N.A.
N.A.
N.A.
N.A.
4
Equity Shares of Listed Companies
N.A.
N.A.
N.A.
N.A.
N.A.
5
Property
N.A.
N.A.
N.A.
N.A.
N.A.
6
Insurer Managed Funds
100%
100%
100%
100%
N.A.
7
Others
N.A.
N.A.
N.A.
N.A.
N.A.
Total
100%
100%
100%
100%
N.A.
Method of valuation
Projected Unit Credit Method
Expected Employers Contribution Next Year
0.50
0.50
0.28
Actuarial Assumptions
1
Discount Rate
8.05%
9.20%
8.05%
9.20%
8.05%
2
Expected rate of return on plan assets
8.00%
7.50%
8.00%
7.50%
N.A.
3
Mortality Table
LIC (1994-96) Ultimate
N.A.
4
Retirement Age
58 Years / 58 Years / 60 Years 60 Years
N.A.
60 years 60 years
1.61
0.12
(0.12)
(0.14)
1.47
0.14
(0.14)
1.47
(1.47)
(1.47)
0.12
(0.12)
0.00
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
0.16
9.20%
N.A.
N.A.
N.A.
NOTES :
(i)
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant
factors, such as supply and demand in the employment market.
TRENT ~ 63rd ANNUAL REPORT
117
Notes forming part of the Balance Sheet and Profit & Loss Account (Contd.)
(` in Crores)
(ii)
Experience Adjustments-LIC
Particulars
Period Ended
31-Mar-11
31-Mar-12
31-Mar-13
31-Mar-14
31-Mar-15
Defined Benfit Obligation
1.97
2.57
3.14
3.49
5.03
Plan Assets
1.66
2.07
2.90
2.99
4.19
(0.31)
(0.50)
(0.25)
(0.50)
(0.84)
Exp.Adj on Plan Liabilities
0.10
0.60
(0.29)
0.32
0.28
Exp.Adj on Plan Assets
0.00
0.04
0.01
0.10
0.05
Surplus/Deficit
Experience Adjustments-TATA AIG
Particulars
Period Ended
31-Mar-11
31-Mar-12
31-Mar-13
31-Mar-14
31-Mar-15
Defined Benfit Obligation
0.74
0.40
0.37
0.28
0.20
Plan Assets
1.03
0.77
0.75
0.60
0.38
Surplus/Deficit
0.29
0.37
0.38
0.32
0.18
(0.20)
(0.12)
(0.02)
0.09
0.01
0.01
(0.03)
0.00
0.02
(0.01)
Exp.Adj on Plan Liabilities
Exp.Adj on Plan Assets
Experience Adjustments-Pension
Particulars
31-Mar-11
31-Mar-12
31-Mar-13
31-Mar-14
31-Mar-15
1.69
1.61
1.61
1.47
2.27
-
-
-
-
-
Surplus/Deficit
(1.69)
(1.61)
(1.61)
(1.47)
(2.27)
Exp.Adj on Plan Liabilities
(0.08)
(0.05)
(0.03)
(0.02)
1.06
-
-
-
-
-
Defined Benfit Obligation
Plan Assets
Exp.Adj on Plan Assets
(iii)
Period Ended
Compensated Absence liability recognised as Expense for the year is `2.45 Crores (2013-14 : Expense
of ` 2.13 crores)
The above is based on the acturial valuation report.The report considers assumptions with respect
to discount rates,salary escalation,retirement age,mortality,rates of leaving service,leave availment
pattern,disability and other relevant factors.The method used is Projected Unit Credit Method.
(iv)
Towards Gratuity Discount rate has changed from 9.2% to 8.05% in both LIC administered Trust and
Tata AIG administered trust & Expected rate of return on plan asset has changed from 7.50% to 8%
in both LIC administered Trust and Tata AIG administered trust
(v)
Towards Pension and Medical Benefits discount rate has been changed from 9.2% to 8.05 %
118 TRENT ~ 63 ANNUAL REPORT
rd
Notes forming part of the Balance Sheet and Profit & Loss Account (Contd.)
(b) Defined Contribution Plans
2014-2015
2013-2014
Company’s Contributions to defined Contribution Plans
recognised as expense for the year as under:
1
Towards Superannuation Fund
0.01
0.05
2
Towards Government Administered Provident Fund / Family
Pension Fund
3.86
3.34
3
Towards Employees State Insurance / Labour Welfare Fund
1.42
1.07
4.20. Interests in Joint Venture:
The Company’s interests, as a venture, in jointly controlled entities are:
Name
Country of
Incorporation
% of ownership
interest as at 31st
March, 2015
% of ownership
interest as at 31st
March, 2014
Trent Hypermarket Limited
India
50%
refer note 4.24
Massimo Dutti India Private
Limited
India
49%
NIL
India
49%
49%
Inditex Trent Retail India Private
Limited
(` In crores)
Inditex
I Income
1. Income From Operations
2. Other Income
II Expenditure
1. Purchase of raw-material
2. Purchase of Sock-in -Trade
3. Changes in inventories
of finished goods, workin-progress and Stock-inTrade[(Accretion)/decretion]
4. Employee Benefit Expenses
5. Finance Cost
6. Other Expenses
7. Depreciation
8. Exceptional Item
Trent
Hypermarket
Limited
(Refer Note:1)
Massimo
Dutti
For the year For the year
For the
For the
ended 31st ended 31st period ended
period
March, 2015 March, 2014 31st March,
ended 31st
2015
March, 2015
344.90
8.21
283.68
0.86
312.11
20.12
0.04
191.03
166.24
6.39
262.02
-
(2.85)
12.06
0.22
(10.09)
9.76
0.02
(13.26)
25.65
3.94
0.00*
82.66
15.54
-
80.85
12.08
2.69
65.55
7.72
-
0.04
-
TRENT ~ 63rd ANNUAL REPORT
119
Notes forming part of the Balance Sheet and Profit & Loss Account (Contd.)
(` In crores)
Trent
Massimo
Hypermarket
Dutti
Limited (refer
note:1)
For the year For the year
For the
For the
ended 31st ended 31st period ended
period
March, 2015 March, 2014 31st March,
ended 31st
2015
March, 2015
Inditex
Assets:
III Non Current Assets
1. Fixed Assets
Tangible
Intangilble
Capital Work in Progress
2. Investments
3. Deferred tax Asset/(Liabilities)
4. Long term Loand and
Advances
5. Other Non Current Assets
IV Current Assets
1. Investments
2. Inventories
3. Trade Receivables
4. Cash and bank balances
5. Short term loans and
Advances
6. Other Current Assets
Liabilities:
V Shareholders Funds:
(a) Share Capital
(b) Reserves & Surplus
VI Non Current Liabilities
1. Long term borrowings
2. Other Long term liabilities
3. Long term provisions
4. Deffered Tax liability
VII Current Liabilities
1. Trade Payables
2. Other Current Liabilities
3. Short term Provisions
VIII Capital Commitments
IX Contingent Liability
X Claims not acknowledged as
debts
Note:
106.96
1.76
2.40
12.21
98.09
6.40
1.21
11.64
77.77
0.41
4.03
347.42
35.54
-
-
-
0.18
-
33.25
20.39
1.92
30.40
12.46
2.17
27.34
36.11
6.08
3.11
11.94
0.22
-
-
-
0.50
-
31.75
102.13
31.75
65.80
73.42
330.35
0.25
(0.23)
7.40
0.35
-
8.59
0.23
-
37.50
0.05
12.13
4.20
-
29.72
5.93
1.61
2.91
0.00
-
44.75
10.69
0.57
1.84
-
61.36
29.52
1.90
1.48
2.93
23.35
0.20
0.00**
-
1. Trent Hypermarket Ltd figures are considered w.e.f 03rd June 2014 i.e. from the date it became
joint Venture.
* Full Figure ` 2732.24
** Full Figure ` 35646.52
120 TRENT ~ 63 ANNUAL REPORT
rd
Notes forming part of the Balance Sheet and Profit & Loss Account (Contd.)
4.21. EARNINGS PER SHARE (EPS) :
(a)
2014-2015
2013-2014
3,32,31,544
3,32,31,544
No of shares for Basic EPS as per a(i)
3,32,31,544
3,32,31,544
Add: Dilutive Potential Equity Shares
shares
Nil
Nil
3,32,31,544
3,32,31,544
100.03
54.24
Basic
30.10
16.32
Diluted
30.10
16.32
Weighted Average Number of shares outstanding
during the year.
i) For Basic Earnings Per Share
ii) For Diluted Earnings Per Share
No of shares for Diluted Earnings Per Share
(b)
Net Profit/(Loss) after Tax available for Equity Shareholders
(` in crores)
(c)
Earnings Per Share(`) (Face value of `10/-)
4.22. Scheme of Amalgamation of Landmark Limited (Landmark), Fiora link Road properties Limited
(Fiora) and Trexa Admc Pvt Ltd (Trexa) with the Company as approved by the Hon’ble High Court of
Judicature at Bombay vide its order dated 21st March 2014, has become effective on 23rd April 2014
upon obtaining all sanctions and approvals as required under the scheme and upon filing of certified
true copies of the order with the Registrar Of Companies, Maharashtra. Landmark was engaged in
retailing, Fiora was dealing in properties and Trexa in Management Consultancy Services. Landmark,
Fiora and Trexa were 100% subsidiaries of the Company therefore no shares have been issued as
result of merger. The appointed date of the scheme is 1st April 2013.
In terms of the scheme ,
a.
The Amalgamation is accounted under the “Pooling of Interest method” as per Accounting
Standard 14.
b.
All the assets and liabilities, duties and obligation of Landmark, Fiora and Trexa have been
transferred and vested in the company with effect from the appointed date. The vested
assets and liabilities of Landmark, Fiora and Trexa have been recognized at their book values
in the books of the Company.
c.
Inter corporate loans, deposits, balances as between Landmark , Fiora and Trexa stand
cancelled.
d.
The costs and expenses incurred for amalgamation ` 0.11 crores (net of tax) has been
adjusted against the Amalgamation Reserve Account and ` 0.74 crores have been debited to
Profit and Loss accounts.
e.
The amount of Share capital Landmark Limited, Fiora Link Road Properties Limited and Trexa
Admc Pvt Limited have been adjusted against the corresponding investment balances held
by the company in the amalgamating companies and excess of cost of investment over the
share capital have adjusted to Amalgamation Suspense account.
f.
The net debit balance in Amalgamation Reserve Account amounting to ` 237.69 crores has
been adjusted against Securities premium account.
TRENT ~ 63rd ANNUAL REPORT
121
Notes forming part of the Balance Sheet and Profit & Loss Account (Contd.)
g.
The balance in profit and loss account of Landmark, Fiora and Trexa and general reserve of
Landmark amounting to ` 75.46 crores has been adjusted against the General reserve.
h.
Authorized share capital of Landmark, Fiora and Trexa have been combined with the
authorized share capital of the company.
i.
Accordingly, the results of the company for the year ended March 31, 2014 include the results
of Landmark , Fiora and Trexa and are not comparable with the corresponding previous year
which do not include results of Landmark, Fiora and Trexa .
4.23 During the year,the company has adopted the revised useful life of Fixed Assets as per Schedule
II of the Companies Act 2013.Accordingly the opening written down value of fixed assets are
being depreciated over their balance revised useful life. In respect of fixed assets whose useful life
has expired as on 01st April 2014,the opening WDV of ` 4.53 crores (net of deferred tax) has been
adjusted to opening balance of retained earnings.
4.24
As per the agreement entered with Tesco PLC, UK in respect of Trent Hypermarket Limited (THL), a
wholly owned subsidiary of Tesco PLC, UK (Tesco) has purchased part of the equity shares held by
the Company in THL and has separately subscribed to additional equity shares of THL. Following this
investment the Company and Tesco each hold 50% stake in THL. Consequently, THL is now a Joint
Venture (JV) of the Company with Tesco.
4.25
Previous year’s figures have been regrouped / reclassified wherever necessary.
Signatures to Notes 1-4
As per our Report attached.
For and on behalf of the Board,
For N.M.Raiji & Co,
Chartered Accountants
Registration No.108296W
Y.N.Thakkar
Partner
Membership No. 33329
Mumbai, 27th May 2015
122 TRENT ~ 63 ANNUAL REPORT
rd
N. N. Tata
M.M. SURTI
Company Secretary
H. Bhat
A. D. Cooper
P. VENKATESALU Z. S. Dubash
Chief Financial Officer B. Bhat
S. Singh
A. Sen
PHILIP AULD
}
Chairman
Directors
Managing Director
CASH FLOW STATEMENT FOR THE YEAR ENDED 31st March, 2015
Sl No PARTICULARS
A
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before Taxes and Exceptional Items
Adjustments for :
Depreciation
Impairment Loss
Provision for doubtful debts & bad debts written off
Interest (net)
(Profit)/Loss on Fixed Assets sold/discarded (Net)
(Profit)/Loss on sale of Investments (Net)
Excess of Cost over Fair Value of Investments
Income from Investments
Rent Equilisation Reserve
Excess provisions / Liabilities no longer required written back
Expired Gift Vouchers and Credit Notes Written back
For Year ended on March’15
` in Crores
` in Crores
For Year ended on March’14
` in Crores
82.49
58.92
39.84
1.48
2.70
(15.58)
3.80
(43.04)
(0.07)
(0.16)
(8.75)
(1.13)
14.17
(5.57)
(20.78)
(8.79)
2.44
Cash generated from operations
Direct Taxes Paid
C
4.78
25.90
(17.62)
(7.82)
3.38
(22.05)
3.81
(40.30)
5.09
(13.08)
(13.08)
(7.99)
4.10
(57.05)
0.24
(868.17)
864.76
(225.20)
201.05
0.59
21.96
(0.17)
0.07
(61.92)
(34.23)
(4.23)
32.85
28.62
(7.00)
(0.01)
(3.84)
(7.06)
(27.16)
(45.07)
(114.98)
143.33
4.50
32.85
(18.53)
21.12
4.78
Net Cash from Operating Activities
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets
Sale of Fixed Assets
Purchase of Investments
Sale of Investments
Loans given
Repayment of Loans given
Profit on Investments in Certificate of Deposits
Interest received
Merger Expenses
Dividend From Investments
Net cash used in Investing Activities
CASH FLOW FROM FINANCING ACTIVITIES
Redemption of Securities (Including Premium)
Unclaimed Securities application money
Repayment of Long Term & Other borrowings
Interest Paid
Dividend Paid (Including Dividend Distribution Tax)
Net cash from Financing Activities
NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C)
CASH AND CASH EQUIVALENTS AS AT OPENING
CASH AND CASH EQUIVALENTS ACQUIRED ON MERGER( Refer note V )
CASH AND CASH EQUIVALENTS AS AT CLOSING
Notes:
4.61
(17.87)
5.95
(36.43)
0.11
(0.07)
(0.45)
(3.39)
(1.35)
(23.29)
9.76
45.39
(20.91)
(21.93)
39.65
Exceptional Item
Operating Profit Before Working Capital Changes
Adjustments for :
(Increase)/Decrease in Inventories
(Increase)/Decrease in Trade & Other Receivables
(Increase)/Decrease in Long term Loans and Advances
Increase/(Decrease) in Trade & Other Payables
Increase/(Decrease) in Non Current Liabilities
B
25.60
(112.20)
0.54
(2,084.14)
2,044.19
(46.10)
175.94
25.80
0.07
(0.03)
(7.04)
(27.16)
I)
II)
All figures in brackets are outflows.
Cash and Cash equivalents consists of cash on hand, certificate of deposits and balances with banks as detailed in Note 1.16, Page
100 to the Balance Sheet.
III) During Current year company has incurred ` 0.83 Crores towards Corporate Social Responsibility (Refer Note No 4.4 (ii), Page 108).
IV) Previous year’s figures have been regrouped wherever necessary.
V) Significant Non Cash Transaction arising on Merger refer Note No.4.22, Page 121.
As per our Report attached.
For N.M.Raiji & Co,
Chartered Accountants
Registration No.108296W
Y.N.Thakkar
Partner
Membership No. 33329
Mumbai, 27th May 2015
N. N. Tata
M.M. SURTI
Company Secretary
P. VENKATESALU
Chief Financial Officer
H. Bhat
A. D. Cooper
Z. S. Dubash
B. Bhat
S. Singh
A. Sen
PHILIP AULD
For and on behalf of the Board,
Chairman
Directors
Managing Director
TRENT ~ 63rd ANNUAL REPORT
123
Independent Auditor’s Report
To the Members of Trent Limited
Report on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of Trent Limited (hereinafter
referred to as “the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries
together referred to as “the Group”) and jointly controlled entities, comprising of the Consolidated Balance
Sheet as at 31st March, 2015, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow
Statement for the year then ended, and a summary of the significant accounting policies and other
explanatory information (hereinafter referred to as “the consolidated financial statements”).
Management’s Responsibility for the Consolidated Financial Statements
The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial
statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”)
that give a true and fair view of the consolidated financial position, consolidated financial performance
and consolidated cash flows of the Group including its jointly controlled entities in accordance with the
accounting principles generally accepted in India, including the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (particularly Accounting
Standard 21 - Consolidated Financial Statements and Accounting Standard 27 - Financial Reporting
of Interest in Joint Ventures). The respective Board of Directors of the companies included in the Group
and of its jointly controlled entities are responsible for maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and
detecting frauds and other irregularities; the selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent; and the design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of
the financial statements that give a true and fair view and are free from material misstatement, whether
due to fraud or error, which have been used for the purpose of preparation of the consolidated financial
statements by the Directors of the Holding Company, as aforesaid.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
While conducting the audit, we have taken into account the provisions of the Act, the accounting and
auditing standards and matters which are required to be included in the audit report under the provisions
of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of
the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures
in the consolidated financial statements. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error. In making those risk assessments, the auditor considers internal financial
controls relevant to the Holding Company’s preparation of the consolidated financial statements that give
a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for
the purpose of expressing an opinion on whether the Holding Company has an adequate internal financial
controls system over financial reporting in place and the operating effectiveness of such controls. An audit
also includes evaluating the appropriateness of the accounting policies used and the reasonableness of
the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the
overall presentation of the consolidated financial statements.
124 TRENT ~ 63 ANNUAL REPORT
rd
We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors
in terms of their reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient
and appropriate to provide a basis for our audit opinion on the consolidated financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid consolidated financial statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted in
India, of the consolidated state of affairs of the Group and jointly controlled entities as at 31st March, 2015,
and their consolidated profit and their consolidated cash flows for the year ended on that date.
Emphasis of Matter
We draw attention to the following matters in the Notes to the financial statements in relation to the
following covered entities as given by their respective auditors:
i)
Westland Ltd (Subsidiary) - Note No. 4.14 (2) regarding disposal of its subsidiary. The items of revenue
and expenses relating to the subsidiary included in these Consolidated Financial statements are based
on the unaudited financial statements of the subsidiary drawn up for the period 1 April 2014 to 31
December 2014.
ii) Trent Global Holdings Ltd (Subsidiary) - without qualifying our opinion, we draw attention to Note
No. 4.14 (3) of the financial statements which indicates that, at 31 March 2015, the company had
accumulated losses of USD 791,738 i.e. ` 3.82 Crores and has not yet started operations. This condition
along with other matters as set out in Note No. 4.14 (3) of the financial statements, indicates the
existence of material uncertainty which may cast significant doubt about the company’s ability to
continue as a going concern. The financial statements have been prepared on a going concern basis,
the validity of which depends upon the continued availability of funds from the shareholder. The
financial statements do not include any adjustments that would result from non-availability of finance.
iii) Trent Hypermarket Ltd (Jointly Controlled Entity) - In respect of one of its subsidiary, Tesco Hindustan
Wholesaling Private Limited, as referred by auditor of the concerned subsidiary, we draw your attention
to Note 27.13 to the financial statements regarding proposed merger of the Company with Trent
Hypermarket Ltd, for which the High Court of Karnataka and the sanction of the High Court is awaited.
The auditor’s opinion is not qualified in respect of the above matters.
Other Matters
We did not audit the financial statements of Westland Limited and Trent Global Holdings Limited
subsidiaries, Inditex Trent Retail India Private Limited and Massimo Dutti India Private Limited jointly
controlled entities and Tesco Hindustan Wholesaling Private Limited, a subsidiary of jointly controlled
entity, whose financial statements reflect total assets (net) of ` 211.31 Crores as at 31st March, 2015, total
revenues of ` 397.35 Crores and net cash inflows amounting to ` 8.27 Crores for the year ended on that
date, as considered in the consolidated financial statements. These financial statements have been audited
by other auditors whose reports have been furnished to us by the Management and our opinion on the
consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect
of these subsidiaries and jointly controlled entities, and our report in terms of sub-sections (3) and (11)
of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, jointly controlled entities and
subsidiary of jointly controlled entity, is based solely on the reports of the other auditors.
Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory
Requirements below, is not modified in respect of the above matters with respect to our reliance on the
work done and the reports of the other auditors.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of Section 143 of the Act, based on the comments
TRENT ~ 63rd ANNUAL REPORT
125
in the auditors’ reports of the Holding company, subsidiary companies and jointly controlled entities
incorporated in India, we give in the Annexure a statement on the matters specified in paragraphs 3
and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report, to the extent applicable, that:
(a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated
financial statements.
(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid
consolidated financial statements have been kept so far as it appears from our examination of
those books and the reports of the other auditors.
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the
Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant
books of account maintained for the purpose of preparation of the consolidated financial
statements.
(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.
(e) On the basis of the written representations received from the directors of the Holding Company
as on 31st March, 2015 taken on record by the Board of Directors of the Holding Company and
the reports of the statutory auditors of its subsidiary companies and its jointly controlled entities
incorporated in India, none of the directors of the Group companies and jointly controlled entities
incorporated in India is disqualified as on 31st March, 2015 from being appointed as a director in
terms of Section 164 (2) of the Act.
(f ) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us :
i.
The consolidated financial statements disclose the impact of pending litigations on the
consolidated financial position of the Group and its jointly controlled entities – Refer Note 4.1
& 4.2 to the consolidated financial statements.
ii.
The Group and its jointly controlled entities did not have any material foreseeable losses on
long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Holding Company, its subsidiary companies and its
jointly controlled entities incorporated in India.
For N. M. RAIJI & CO.,
Chartered Accountants
Firm Registration No: 108296W
Y. N. THAKKAR
Partner
Membership No: 33329
Place : Mumbai
Date : 27th May, 2015
126 TRENT ~ 63 ANNUAL REPORT
rd
Annexure referred to in paragraph 1 of the section on “Report on other legal and
regulatory requirements” of our report of even date
The Group, comprising Trent Ltd (‘Holding Company’) and its subsidiaries and joint controlled entities
incorporated in India and to whom the provisions of the Order apply (together referred to as “the Covered
entities” in this report). The following statement is based on the comments in the Auditors’ reports on the
standalone financial statements of the Holding Company and its subsidiary companies.
i)
a) The Holding Company and the Covered entities of the Group have maintained proper records
showing full particulars, including quantitative details and situation of fixed assets.
b) All fixed assets have not been physically verified by the management of the Holding Company and
Covered entities of the Group during the year but there is a regular programme of verification which,
in our opinion and as reported by the other auditors who audited the financial statements of the
aforesaid Covered entities, is reasonable having regard to the size of the of the Holding Company
and the Covered entities of the Group and the nature of its assets. No material discrepancies were
noticed on such verification.
ii) a) The management of the Holding Company and the Covered entities of the Group have conducted
physical verification of inventory at reasonable intervals during the year.
b) The procedures of physical verification of inventory followed by the management as referred to
above are reasonable and adequate in relation to the size of the respective Company and the
nature of their business.
c) In our opinion and according to the information and explanations given to us, the Holding
Company and the Covered entities of the Group are maintaining proper records of inventory. The
discrepancies noticed on physical verification were not material in relation to the operations of the
respective Company and the same have been properly dealt with in the books of account.
iii) The Holding Company has not granted any loans, secured or unsecured to companies, firms or other
parties covered in the register maintained under section 189 of the Act. Some Covered entities of the
Group had granted unsecured loans to companies covered in the register maintained under section
189 of the Act.
a) In respect of such loans granted by the Covered entities, repayment of the principal amount is as
stipulated and payment of interest has been regular.
b) There are no overdue amounts in respect of such loans.
iv) In our opinion and according to the information and explanations given to us and as reported by the
other auditors who audited the financial statements of certain covered entities of the Group, there is
an adequate internal control system commensurate with the size of the Holding Company and the
covered entities of the Group and the nature of its businesses, for the purchase of inventory and fixed
assets and for the sale of goods and services, to the extent applicable to the nature of the business of
the covered entities of the Group. During the course of our audit and as reported by the other auditors
who audited the financial statements of certain covered entities of the Group, no major weakness was
observed or continuing failure to correct any major weakness in the internal control system of the
Holding Company and the Covered entities of the Group in respect of these areas.
v) The Holding Company and the Covered entities of the Group have not accepted any deposits from the
public.
vi) To the best of our knowledge and as explained and as reported by the other auditors who audited
the financial statements of certain Covered entities of the Group, the Central Government has not
specified the maintenance of cost records under clause 148(1) of the Act, for the products/services of
the Holding Company and the Covered entities of the Group except for one subsidiary. The concerned
auditor has broadly reviewed the cost records maintained by that subsidiary pursuant to the
TRENT ~ 63rd ANNUAL REPORT
127
Companies (Cost Records and Audit) Rules, 2014, as amended by Cost Accounting Records (Electricity
Industry) Rules, 2011 and were of the opinion that, prima facie, the prescribed cost records have been
made and maintained. The concerned auditor, however, has stated that they have not made a detailed
examination of the cost records with a view to determine whether they are accurate or complete.
vii) a) According to the information and explanations given and on the basis of the examination of the
records of the Holding Company and its Covered entities of the Group by their respective statutory
auditors, undisputed statutory dues including Provident Fund, Employees’ State Insurance,
Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Value added tax, Cess,
Professional tax and other material statutory dues, as applicable, have been generally regularly
deposited during the year by each of these companies with the appropriate authorities. According
to the information and explanations given to the statutory auditors of the Holding Company, its
subsidiary companies and jointly controlled company incorporated in India, no undisputed dues
in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales tax, Wealth tax, Service
tax, Customs duty, Excise duty, Value added tax, Cess, Professional tax and other material statutory
dues were in arrears as at March 31, 2015 for a period of more than six months from the date they
became payable.
b) According to the information and explanations given to the statutory auditors of the holding
company and its subsidiary companies and jointly controlled company incorporated in India such
dues of Income tax, Wealth tax, Sales Tax, Value added tax, Service tax, Customs duty, Excise duty
and Cess as have not been deposited with the appropriate authorities on account of any dispute
are given below:
Particulars
Financial Year to which
it pertains
Forum where the dispute
is pending
Amount
(Rs. in Crores)
Income Tax
2009-2012
Commissioner (Appeals)
1.87
Sales Tax
1995-1996 & 2002-2003
Deputy Commissioner (Appeals)
0.02
2007-2010
Commissioner (Appeals)
0.61
Entry Tax
2013-2015
High Court
0.70
Service Tax
2008-2011
Commissioner of Central Excise &
Service Tax
0.85
c) There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Holding Company and the Covered entities of the Group in accordance
with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder
except amounts held in abeyance due to legal cases pending – Refer note no. 4.5 forming part of
financial statements.
viii) The Group on consolidated basis have no accumulated losses at the end of the financial year and have
not incurred cash losses in the current and immediately preceding financial year. One of the Jointly
Controlled Entity, Trent Hypermarket Ltd on consolidated basis and one of the subsidiary, Landmark
Etail Ltd on standalone basis have accumulated losses at the end of the year which are less than fifty per
cent of its net worth and have incurred cash losses in the current and immediately preceding financial
year. Another subsidiary, Westland Ltd on Consolidated basis has accumulated losses at the end of the
financial year which are exceeding fifty percent of its net worth and has incurred cash losses during the
current financial year and in the immediately preceding financial year. Another subsidiary, Trent Brands
Ltd on a standalone basis does not have accumulated losses at the end of the year and has incurred
cash losses during the financial year but not in the immediately preceding financial year. The Holding
Company and other covered entities of the Group on standalone basis have no accumulated losses at
the end of the financial year and they have not incurred any cash losses in the current and immediately
preceding financial year.
128 TRENT ~ 63 ANNUAL REPORT
rd
ix) Based on our audit procedures and as per the information and explanations given by the management
and as reported by the other auditor who audited the financial statements of certain Covered entities,
of the Group, we are of the opinion that the Holding Companies and Covered entities of the Group who
have issued debentures, have not defaulted in repayment of dues to debenture holders. Further, the
Holding Company and Covered entities have not taken any loan from financial institutions or banks.
x) According to the information and explanations given to us, the Holding Company has given guarantee
in respect of debentures issued by one of its Jointly Controlled Entity (earlier subsidiary) to Debenture
Trustees. The terms and conditions of the guarantee are not prejudicial to the interest of the Group.
The Covered entities of the Group have not given any guarantee for loans taken by others from bank or
financial institutions.
xi) The Holding Company has not obtained any term loans during the year. Based on the information
and explanations given to us by the management and the report of other auditors who audited the
financial statements of certain covered entities of the Group, term loans were applied for the purpose
for which the loans were obtained by these covered entities of the Group.
xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of
the consolidated financial statements and as per the information and explanations given by the
management and reports of the other auditors who audited the financial statements of other covered
entities of the group, which we have relied upon, we report that no fraud on or by the Holding Company
and the Covered entities of the Group have been noticed or reported during the year.
For N. M. RAIJI & CO.,
Chartered Accountants
Firm Registration No: 108296W
Y. N. THAKKAR
Partner
Membership No: 33329
Place : Mumbai
Date : 27th May, 2015
TRENT ~ 63rd ANNUAL REPORT
129
Consolidated Balance Sheet as at 31st March 2015
Particulars
I.
II.
Note Page
No.
EQUITY AND LIABILITIES
1 SHAREHOLDERS’ FUNDS
(a) Share Capital
(b) Reserves and Surplus
(` in Crores)
Figures as
at 31st March
2014
Figures as at
31st March
2015
1.1 132-133
1.2 134-135
33.23
1,388.73
1,421.96
2.59
33.23
957.58
990.81
2.55
175.21
325.00
11.27
136.85
473.12
606.78
2,206.54
6.55
330.83
99.07
33.28
469.73
1,936.21
2
3
MINORITY INTEREST
NON-CURRENT LIABILITIES
(a) Long-Term Borrowings
(b) Other Long Term Liabilities
(c) Long-Term Provisions
1.3 135-137
1.4
137
1.5
137
112.50
11.06
51.65
4
CURRENT LIABILITIES
(a) Short-Term Borrowings
(b) Trade Payables
(c) Other Current Liabilities
(d) Short-Term Provisions
1.6
138
1.7
138
1.8 138-139
1.9
139
4.35
221.25
257.05
124.13
628.10
40.36
92.13
627.03
93.09
137.49
1,578.96
0.08
209.62
15.26
97.41
0.75
1,180.73
627.58
2,206.54
90.72
356.46
17.61
61.93
220.14
8.62
755.48
1,936.21
1
2
TOTAL
ASSETS
NON-CURRENT ASSETS
(a) Fixed Assets
(i) Tangible Assets
(ii) Intangible Assets
(iii) Capital Work-In-Progress
(iv) Intangible Assets Under
Development
(b) Non-Current Investments
(c) Deferred Tax Assets (Net)
(d) Long-Term Loans and Advances
(e) Other Non-Current Assets
1.10
140
1.11
1.12
1.13
1.14
141
141
141
142
681.69
2.07
134.43
0.18
CURRENT ASSETS
(a) Current Investments
(b) Inventories
(c) Trade Receivables
(d) Cash and Cash Equivalents
(e) Short-Term Loans and Advances
(f ) Other Current Assets
1.15
1.16
1.17
1.18
1.19
1.20
142
142
143
143
144
144
58.03
329.85
17.69
55.50
160.54
5.97
TOTAL
Significant Accounting policies & Notes to Accounts 1-4 132-164
As per our Report attached.
For and on behalf of the Board,
For N.M.Raiji & Co,
Chartered Accountants
Registration No.108296W
Y.N.Thakkar
Partner
Membership No. 33329
Mumbai, 27th May 2015
130 TRENT ~ 63 ANNUAL REPORT
rd
N. N. Tata
M.M. SURTI
Company Secretary
H. Bhat
A. D. Cooper
P. VENKATESALU Z. S. Dubash
Chief Financial Officer B. Bhat
S. Singh
A. Sen
PHILIP AULD
}
Chairman
Directors
Managing Director
Consolidated Profit and Loss statement for the year ended 31st March 2015
Particulars
Figures for the
year ended 31st
March 2015
2.1
145
2,284.25
2.2 145-146
97.19
2,381.44
(` in Crores)
Figures for the
year ended 31st
March 2014
2,332.98
61.41
2,394.39
13.24
1,313.37
18.93
1,450.92
2.34
207.89
10.72
74.33
675.22
2,297.11
(16.72)
198.04
13.13
53.62
672.39
2,390.31
84.33
(115.17)
4.08
2.59
199.50
199.50
1.49
1.49
61.54
8.47
-
23.77
5.69
(7.14)
0.06
70.07
(2.10)
20.22
129.43
0.10
-
(18.73)
(0.14)
(0.04)
129.33
(18.55)
38.92
38.92
(5.58)
(5.58)
38.92
38.92
(5.58)
(5.58)
Note
No.
Page
I. Revenue from Operations(Net)
II. Other Income
III. Total Revenue (I+II)
IV. Expenses:
a. Cost of Raw Materials Consumed
2.3
146
b. Purchases of Stock-in-Trade
c. Changes in inventories of finished
goods work-in-progress and Stock-inTrade[(Accretion)/decretion]
d. Employee Benefits Expense
2.4
146
e. Finance Costs
2.5
147
f. Depreciation and Amortization Expense
1.10
140
g. Other Expenses
2.6
147
Total Expenses
V. Profit before exceptional and extraordinary
items and tax (III-IV)
VI. Exceptional items (Income)/Expenses (Net)
2.7
148
VII. Profit before Extraordinary Items
and Tax (V- VI)
VIII. Extraordinary Items
IX. Profit before tax (VII+ VIII)
X. Tax Expense:
Current Tax
Deferred Tax
MAT Credit
(Excess)/short provision for tax pertaining to
prior years
Total Tax Expenses
XI. Profit/(Loss) for the year from continuing
operations (IX-X)
XII. Less: Minority Share of Profit /(Loss)
XIII. Less: Pre acquisition profit/(loss)
XIV. Profit/(Loss) for the year (XI-XII-XIII) after
Minority Interest
XV. Earnings per equity share before
Extraordinary items (`)
4.9
160
(1) Basic
(2) Diluted
Earnings per equity share after Extraordinary items (`)
(1) Basic
(2) Diluted
Significant Accounting Policies & Notes to Accounts
1-4 132-164
As per our Report attached.
For and on behalf of the Board,
For N.M.Raiji & Co,
Chartered Accountants
Registration No.108296W
Y.N.Thakkar
Partner
Membership No. 33329
Mumbai, 27th May 2015
N. N. Tata
M.M. SURTI
Company Secretary
H. Bhat
A. D. Cooper
P. VENKATESALU Z. S. Dubash
Chief Financial Officer B. Bhat
S. Singh
A. Sen
PHILIP AULD
}
Chairman
Directors
Managing Director
TRENT ~ 63rd ANNUAL REPORT
131
Notes forming part of the Consolidated Balance Sheet
Note 1.1 (Item No. I (1)(a), Page 130)
SHARE CAPITAL
As at
31.03.2015
`
`
in crores
in crores
(a) AUTHORISED* :
4,72,50,000 Equity Shares of ` 10/- each
(2013-14 : 4,72,50,000 Equity Shares of ` 10/- each)
30,00,000 Unclassified Shares of ` 10/- each
(2013-14 : 30,00,000 Unclassified Shares of ` 10/- each)
16,30,000 Preference shares of ` 100/-each
(2013-14 :16,30,000 Preference shares of ` 100/-each)
70,000 Preference Shares of ` 1000/- each
(2013-14 : 70,000 Preference shares of ` 1000/- each)
1,20,00,000 Cumulative Convertible Preference shares
of ` 10/-each.
(2013-14 : 1,20,00,000 Cumulative Convertible Preference
shares of ` 10/-each.)
47.25
47.25
3.00
3.00
16.30
16.30
7.00
7.00
12.00
12.00
85.55
(b) ISSUED, SUBSCRIBED AND PAID UP :
3,32,31,544 Equity Shares of ` 10/- each fully paid-up
(2013-14 : 3,32,31,544 Equity Shares of ` 10/- each)
As at
31.03.2014
`
in crores
33.23
85.55
33.23
33.23
33.23
(c) Details of shares issued for consideration other than cash
70,000 Cumulative Redeemable Preference Shares were allotted as fully paid pursuant to Scheme of
Amalgamation without payment being received in cash during the financial year 2009-2010
(d) Terms/rights attached to equity shares
The Company has equity shares having par value of `10 per share.Each holder of Equity Shares is
entitled to one vote per share.The shareholders have the right to receive interim dividends declared
by the Board of Directors and final dividends proposed by the Board of Directors and approved by the
shareholders. In the event of liquidation of the Company,the holders of Equity shares will be entitled
to receive any of the remaining assets of the company,after distribution of Preferential amounts.The
distribution will be in proportion to the number of equity shares held by the shareholders.The equity
shareholders have all other rights as available to the equity shareholders as per the provisions of
Companies Act, 2013 read together with the Memorandum of Association and Articles of Association
of the company as applicable.
(e) Terms/rights attached to Preference shares
The Company has 0.1% Cumulative Redeemable Preference Shares having a par value of `1000/each.The shares are entitled for a dividend of 0.1% per annum on the capital for the time being paid
up thereon .The voting rights of the persons holding the said shares shall be in accordance with the
provisions of Sec 47 of the Companies Act,2013.The said shares rank for dividend in priority to the
equity shares for the time being of the company.The said shares shall,in the case of winding of entitled
to rank, as regards repayment of Capital and arrears of dividend, whether declared or not upto the
commencement on the winding up,in priority to equity shares but shall not be entitled to any further
participation in profits or assets.The term of the 0.1% Cumulative Redeemable Preference Shares is
of 20 years from 26th March 2010, being the date of allotment, with an option to the Company to
redeem the Preference Shares at any time after 36 months from the date of allotment. The Board of
132 TRENT ~ 63 ANNUAL REPORT
rd
Notes forming part of the Consolidated Balance Sheet
Note 1.1
SHARE CAPITAL (Contd.)
Directors at their meeting held on 26th April 2010 had fixed 1st June 2013 as the date of redemption of
the Preference Shares. The preference shares have been redeemed in previous year.
(f) Reconciliation of Share Capital
Particulars
As at 31.03.2015
As at 31.03.2014
Nos.
Amount
(`in Crores)
Nos.
Amount
(`in Crores)
3,32,31,544
33.23
3,32,31,544
33.23
-
-
-
-
3,32,31,544
33.23
3,32,31,544
33.23
Equity shares
Number of shares at the beginning
Add - Issued during the year
Number of shares at the end
(g) The details of shareholders holding more than 5 % shares are as under:
Name of the shareholders
As at 31.03.2015
As at 31.03.2014
No.of shares
% to total
shares
No.of shares
% to total
shares
Tata Sons Ltd
87,44,247
26.31
87,44,247
26.31
Arisag Partners (Asia) Pte Ltd. A/c
Arisag India Fund Limited
32,85,000
9.89
32,85,000
9.89
Reliance Capital Trustee Co Ltd A/c
Reliance Equity Opportunities Fund
26,37,327
7.94
23,53,845
7.08
-
-
Equity shares
Dodona Holdings Limited
17,81,756
5.36
The above details are as certified by the Registrar and Share transfer Agents.
(h) Details of shares reserved for issue under options
As at 31.03.2015 ,the Company does not have any outstanding options
*Authorised share capital :
Landmark Limited,Fiora Link Road Properties Limited and Trexa ADMC Pvt Limited have been merged
with Trent vide order of Bombay Highcourt dt 21st March 2014. Appointed date of the merger is
01st April 2013.In the terms of scheme of merger authorised share capital of Landmark Limited , Fiora
Link Road Properties Limited and Trexa ADMC Pvt Ltd have been added to the authorised share capital
of Trent.
TRENT ~ 63rd ANNUAL REPORT
133
Notes forming part of the Consolidated Balance Sheet
Note 1.2 (Item No. I (1)(b), Page 130)
RESERVES AND SURPLUS
As at
31.03.2015
`
`
in crores
in crores
(a) SECURITIES PREMIUM ACCOUNT
Balance as per last account
Add: transfer of securities premium on merger (refer note
4.11, Page 162)
Less: Transferred from Amalgamation Reserve Account
(b) CAPITAL REDEMPTION RESERVE
Balance as per last account
Add : Transferred from Profit and Loss Account
(c) DEBENTURE REDEMPTION RESERVE
Balance as per last account
Add : Transferred from Profit and Loss Account
(d) AMALGAMATION RESERVE ACCOUNT
Arising on Merger (refer Note 4.11, Page 162 )
Merger Expenses (net of tax)
Less-Transferred to Securities Premium Account
(e) GENERAL RESERVE :
Balance as per last account
Add : Transferred from Profit and Loss Account
Less : Transfer of General reserve on merger
(refer note 4.11, Page 162)
Less-Other expenses debited to Securities premium by a
Joint venture (Refer point 2, Page 135 )
(f) SURPLUS IN PROFIT AND LOSS ACCOUNT
Opening Balance
Brought forward Loss arising out of Amalgamation
Add: Net Profit after Tax for the year
Adjustment against Reserves
Amount Available for Appropriations
LESS - Appropriations
(i) General Reserve
134 TRENT ~ 63 ANNUAL REPORT
rd
976.81
-
As at
31.03.2014
`
in crores
1,143.99
70.51
976.81
237.69
976.81
7.00
7.00
7.00
93.00
68.00
5.00
73.00
-
237.58
0.11
(237.69)
-
7.00
-
73.00
20.00
-
6.00
5.00
-
22.65
6.00
22.65
0.57
10.43
6.00
(109.67)
129.33
(5.35)
14.31
(40.75)
(5.16)
(18.55)
(64.46)
5.00
6.00
Notes forming part of the Consolidated Balance Sheet
Note 1.2 (Item No. I (1)(b), Page 130)
RESERVES AND SURPLUS
(ii) Capital Redemption Reserve
(iii) Debenture Redemption Reserve
(iv) Proposed Dividend - Equity shares (Refer point 1
below)
(v) Proposed Dividend - Preference shares (Full figure for
Previous year ` 11891)
(vi) Tax On Dividend
Closing Balance
As at
31.03.2015
`
`
in crores
in crores
20.00
33.23
-
0.00
6.77
Foreign Exchange Reserve on Consolidation
Capital Reserve On Acquisition Of Subsidiary
Captial Reserve On Change in Status of Subsidiary to Joint
Venture (Refer Note 4.12, Page 162)
As at
31.03.2014
`
in crores
7.00
5.00
23.26
(50.69)
3.95
(109.67)
0.33
4.10
0.32
4.12
347.75
1,388.73
957.58
Note:
1 The Board of Directors has recommended a Dividend of ` 10 Per Equity Share aggregating to
` 40 Crores including dividend distribution tax in respect of the year ended 31st March 2015. Above
dividend includes one time special dividend of `2.50 Per Equity Share.
2 During the previous year, Trent Hypermarket Limited, a Joint Venture of the company has debited to
Securities Premium Account , the expenses incurred relating to issue of securities.In the consolidated
accounts the same has been adjusted against the General Reserve.
Note 1.3 (Item No. I (3)(a), Page 130)
LONG TERM BORROWINGS
As at
As at
31.03.2015
`
31.03.2014
`
in crores
in crores
Non Convertible Debentures- April 10 Series-I (refer note 1, Page 136)
-
100.00
Non Convertible Debentures (Refer Note 5, Page 137)
-
25.00
-
125.00
Bonds/Debentures
(a) SECURED DEBENTURES :
TRENT ~ 63rd ANNUAL REPORT
135
Notes forming part of the Consolidated Balance Sheet
Note 1.3 (Item No. I (3)(a), Page 130)
LONG TERM BORROWINGS (Contd.)
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
Non Convertible Debentures - June 10 Series 1(Refer Note 3 below)
45.00
45.00
Non Convertible Debentures - June 10 Series 2(Refer Note 3 below)
30.00
30.00
Non Convertible Debentures - April 10 Series 2(Refer Note 2 below)
-
50.00
7.75% Non Convertible Debentures (Refer Note 4 below)
-
75.00
75.00
200.00
37.50
-
112.50
325.00
(b) UNSECURED DEBENTURES :
(c) Share of Joint ventures
Note:(1) During the year 2010-11, the Company issued 1,000 Redeemable Non Convertible Debentures April
10 Series-I of ` 0.10 crores each on private placement basis.These Debentures are free of interest
and are redeemable at a premium of ` 0.06 crores each on 14th April 2015 .The Premium payable on
redemption of these Debentures has been fully provided and debited to Securities Premium Account
net of deferred tax in 2010-11.These Debentures are secured by way of charge on immovable property
of the company in favour of Debenture Trustees as stipulated in the Debenture Trust Deed and
1.25 times asset cover will be maintained by the company on continuous basis.
(2) During the year 2010-11, the Company issued 500 Redeemable Non Convertible Debentures April
10 Series 2 of ` 0.10 crores each on private placement basis. These Debentures carry a coupon
rate of 5%p.a of interest and are redeemable at a premium of `0.03 crores each on 27th April 2015.
The Premium payable on redemption of these Debentures has been fully provided and debited to
Securities Premium Account net of deferred tax in 2010-2011
(3) During the year 2010-11, the Company issued 450 Redeemable Non Convertible Debentures June
2010 Series 1 of ` 0.10 crores each and 300 Redeemable Non Convertible Debentures June 2010
Series 2 of ` 0.10 crores each on private placement basis. Series I Debentures will carry an interest
@ 9.75%p.a and are redeemable at par on 30th June 2017 and series 2 Debentures are free of Interest and
will be redeemed at premium of `0.09 crores on 30th June 2017 .The premium payable on redemption
of Series 2 Debentures has been fully provided and debited to Securities Premium Account net of
deferred tax in 2010-11
(4) During the year ended 31st March 2013 ,Trent Hypermarket Ltd (THL) a subsidiary of the Company
has issued 750 Unsecured Listed Redeemable Non Convertible Debentures of `0.10 crores each on
private placement basis. These Debentures carry an interest rate of 7.75% P.a & would be redeemed on
completion of 5 years from the date of allotment and are redeemable in three installment at a premium
of `25,240/- per debenture at the end of 42nd 51st and 60th month from the date of allotment. The
premium on the debentures has been fully provided and is debited to the Securities Premium Account
of THL. The debentures are secured in the form of Corporate Guarantee given by Trent Limited on 14th
June 2012 in favour of Debenture Trustee guaranteeing the timely payment of coupon, redemption
premium and principal amount and any other fees and expenses payable by the issuer.
136 TRENT ~ 63 ANNUAL REPORT
rd
Notes forming part of the Consolidated Balance Sheet
(5) In March 2012, Trent Hypermarket Limited, a subsidiary of the company has issued 250 Secured
Redeemable Unlisted Non Convertible Debentures of ` 0.10 crores each on private placement basis.
These Debentures do not carry any interest & would be redeemed on completion of 5 years from the
date of allotment and are redeemable at a premium of ` 0.07 crores per debenture on the due date.
The premium on the debentures has been fully provided and is debited to the Securities Premium
Account. However the holders of the debentures have the option to redeem the debentures 10 days
prior to the redemption date (early repayment date) at a premium of ` 0.07 crores per debenture. The
debentures are secured in the form of Corporate Guarantee given by Trent Limited on 11th May 2012
in favour of Debenture Trustee guaranteeing the repayment of the debentures along with the accrued
redemption premium. The debentures are also secured by way of charge on an immovable property
of the company.
Note 1.4 (Item No. I (3)(b), Page 130)
OTHER LONG TERM LIABILITIES
(a)
Income Received in Advance
As at
31.03.2015
`
in Crores
As at
31.03.2014
`
in Crores
0.00
0.00
2.61
2.68
2.61
2.68
8.45
8.59
11.06
11.27
As at
31.03.2015
`
in crores
11.91
As at
31.03.2014
`
in crores
10.79
27.38
125.73
0.12
0.10
27.50
125.83
39.41
136.62
12.24
0.23
51.65
136.85
(Full figure for Current year ` 30,778)
(Full figure for Previous year ` 48,682)
(b)
(c )
Security Deposits Received
Share of Joint Ventures
Note 1.5 (Item No. I (3)(c), Page 130)
LONG TERM PROVISIONS
(a)
Provision for Employee benefits
(b)
Others
(i) Redemption Premium of Debentures
(Refer point 1,2,3,4,5 of Note 1.3, Page 136-137)
(ii) Rent SLR Equalisation
(c)
Share of Joint Ventures
TRENT ~ 63rd ANNUAL REPORT
137
Notes forming part of the Consolidated Balance Sheet
Note 1.6 (Item No. I (4)(a), Page 130)
SHORT TERM BORROWINGS
Cash Credit
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
4.35
4.35
6.55
6.55
Notes
Details of security for the secured short-term borrowings:
Particulars
Nature of security
Loans repayable on demand from
HDFC Bank
Total from Banks
Charge on current assets of
Westland Ltd (Subsidiary )
Note 1.7 (Item No. I (4)(b), Page 130)
TRADE PAYABLES
Trade Payables (RefeNote 4.4, Page 153)
Share of Joint Ventures
Total
Note 1.8 (Item No. I (4)(c), Page 130)
OTHER CURRENT LIABILITIES
(a)
(b )
(c)
(d)
(e)
(f )
(g)
(h)
(i)
Interest accrued but not due on borrowings
Income received in advance
Unpaid Dividends
Application money received for allotment of securities and due for
refund and interest accrued thereon (Refer Note 1, Page 139)
Unpaid matured debentures and interest accrued thereon
Security Deposits received
Withholding tax and other Statutory Payments
Retention Money
Employee related liability
138 TRENT ~ 63 ANNUAL REPORT
rd
As at
31st March
2015
` in crores
As at
31st March
2014
4.35
4.35
6.55
6.55
As at
31.03.2015
`
in Crores
As at
31.03.2014
`
in Crores
191.53
29.72
221.25
286.08
44.75
330.83
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
5.63
0.85
0.08
10.20
0.01
0.80
0.11
0.01
3.55
13.59
2.23
16.23
0.01
4.75
20.37
2.02
26.09
Notes forming part of the Consolidated Balance Sheet
Note 1.8 (Item No. I (4)(c), Page 130) (Contd.)
OTHER CURRENT LIABILITIES
As at
31.03.2015
`
in crores
13.79
150.00
14.82
220.78
36.27
257.05
As at
31.03.2014
`
in crores
6.74
17.28
88.38
10.69
99.07
(j)
(k)
(l)
Creditors for Capital Expenditure
Current Portion of Long Term Borrowing (Refer note 2,3 below)
Others
(m)
Share of Joint Ventures
(1)
Share Application Money received and due for refund represents the cheques issued but not
encashed by the payees
During the year 2010-11, the Company issued 1,000 Redeemable Non Convertible Debentures
April 10 Series-I of ` 10 lakhs each on private placement basis.These Debentures are free of interest
and are redeemable at a premium of `6.11 lakhs each on 14th April 2015 . The Premium payable on
redemption of these Debentures has been fully provided and debited to Securities Premium Account
net of deferred tax in 2010-11. These Debentures are secured by way of charge on immovable
property of the company in favour of Debenture Trustees as stipulated in the Debenture Trust Deed
and 1.25 times asset cover will be maintained by the company on continuous basis.
During the year 2010-11, the Company issued 500 Redeemable Non Convertible Debentures April
10 Series 2 of ` 10 lakhs each on private placement basis.These Debentures carry a coupon rate of 5%
p.a of interest and are redeemable at a premium of ` 2.89 lakhs each on 27th April 2015.The Premium
payable on redemption of these Debentures has been fully provided and debited to Securities
Premium Account net of deferred tax in 2010-2011.
(2)
(3)
Note 1.9 (Item No. I (4)(d), Page 130)
SHORT TERM PROVISIONS
(a)
(b)
(c)
Provision for Employee benefits
Others
(i) Proposed Dividend
(ii) Tax on Dividend
(iii) Contingencies (Refer Note 4.2 (h), Page 151)
(iv) Redemption Premium of Debentures
(v) Rent SLR Equalisation
Share of Joint Venture (Refer Note 4.2 (h), Page 151)
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
2.04
2.93
33.23
6.77
2.34
75.54
0.08
117.96
120.00
4.13
124.13
23.26
3.95
2.34
0.23
29.78
32.71
0.57
33.28
TRENT ~ 63rd ANNUAL REPORT
139
140 TRENT ~ 63 ANNUAL REPORT
rd
Total
Capital Work-in-Progress
Intangible Assets
underdevelopment
Total
Total Intangible Assets
Share of Joint venture
Total
Non Compete Fees
Computer software 20%
Brands/Trademarks
Goodwill on Consolidation
Intangible Assets
Goodwill
Total Tangible Assets
Share of Joint Venture
Total
Vehicles
Computers
Office Equipments
Furniture, Fixtures,
Plant and Equipment
Buildings
Leasehold Land
Tangible Assets
Freehold Land
ASSETS
(5.38)
2.04
(2.36)
2.04
(7.74)
4.37
6.41
(7.74)
191.30
(139.59)
(0.08)
(270.27)
0.01
(0.01)
25.01
(22.78)
0.20
(0.20)
106.08
(293.37)
0.01
(3.10)
106.09
(296.47)
945.96
(1,028.30)
0.08
-
38.59
41.96
(24.32)
9.98
(16.34)
14.82
(19.66)
0.86
(0.98)
4.87
(6.91)
0.26
(0.11)
111.34
(68.32)
73.55
(63.53)
184.89
(131.85)
0.11
(0.11)
80.75
7.93
(7.93)
54.79
(54.79)
272.40
(253.95)
158.32
(147.64)
160.29
(149.42)
9.86
(9.45)
49.71
(45.56)
1.29
(1.34)
714.59
(670.08)
125.28
(61.75)
839.87
(731.83)
As at
01.04.2014
-
(194.90)
0.03
(0.13)
49.68
(195.03)
(3.09)
49.68
(198.12)
90.53
(221.93)
0.08
49.65
7.97
(5.87)
10.61
(5.66)
18.75
(8.79)
0.74
(0.57)
1.70
(2.76)
0.42
(0.16)
40.19
(23.81)
0.66
40.85
(23.81)
-
(3.87)
(8.78)
4.39
(4.39)
(96.11)
-
(0.05)
(4.86)
(0.21)
(74.29)
(58.82)
(33.87)
(1.37)
(14.78)
(0.11)
(183.45)
91.73
(91.72)
-
GROSS BLOCK (AT COST)
Additions/ Deductions/
Add/(Del)
Adjustments Adjustments
due to
Subs, converted in JV
` in Crores
` in Crores
` in Crores
` in Crores
Note 1.10 (Item No. II (1)(a), Page 130)
FIXED ASSETS
(0.08)
(80.75)
0.01
(0.01)
23.15
(25.01)
0.20
(0.20)
49.66
(106.08)
8.77
(0.01)
58.43
(106.09)
950.62
(945.96)
-
0.06
(0.11)
26.24
46.52
(7.93)
54.58
(54.79)
232.10
(272.40)
98.87
(158.32)
122.49
(160.29)
8.61
(9.86)
38.10
(49.71)
1.02
(1.29)
602.29
(714.59)
289.90
(125.28)
892.19
(839.87)
` in Crores
As at
31.03.2015
-
0.01
(0.01)
12.67
(8.31)
0.20
(0.20)
12.99
(8.63)
0.01
(0.01)
13.00
(8.64)
225.42
(183.73)
-
0.11
(0.11)
-
3.60
(2.87)
46.96
(37.99)
42.39
(36.83)
58.68
(53.06)
3.30
(3.21)
29.81
(25.56)
0.50
(0.47)
185.24
(159.99)
27.18
(15.10)
212.42
(175.09)
` in Crores
As at
01.04.2014
Notes forming part of the consolidated Balance Sheet
-
0.02
(0.11)
0.02
(0.11)
(0.52)
(0.50)
(0.11)
11.68
(13.93)
-
-
3.20
(1.49)
5.06
(2.36)
10.05
(5.09)
0.57
(0.38)
1.42
(2.40)
0.28
(0.10)
20.58
(11.82)
(8.40)
(0.00)
12.18
(11.82)
` in Crores
Deductions/
Adjustments
-
3.19
(4.47)
3.19
(4.47)
0.39
3.58
(4.47)
74.70
(53.62)
-
-
0.72
(0.73)
8.20
(10.46)
12.20
(7.92)
16.11
(10.71)
2.83
(0.47)
7.43
(6.65)
0.16
(0.13)
47.65
(37.07)
23.47
(12.08)
71.12
(49.15)
-
0.53
0.53
0.53
8.88
-
-
2.12
2.19
1.21
2.83
0.00
8.35
8.35
-
-
(2.53)
(2.58)
1.29
(1.29)
(23.49)
-
(0.05)
-
22.20
(22.20)
(0.01)
(10.53)
(13.64)
(10.77)
(0.39)
(9.03)
(0.03)
(44.40)
DEPRECIATION AND AMORTISATION
Add/(Del)
For the
*Adjusted
due to
year
Against
Subs, conRetained
Earnings
verted in JV
` in Crores
` in Crores
` in Crores
-
0.01
(0.01)
13.84
(12.67)
0.20
(0.20)
14.11
(12.99)
2.21
(0.01)
16.32
(13.00)
273.83
(225.42)
-
0.06
(0.11)
-
4.31
(3.60)
41.43
(46.96)
38.01
(42.39)
56.16
(58.68)
6.38
(3.30)
29.62
(29.81)
0.35
(0.50)
176.26
(185.24)
81.25
(27.18)
257.51
(212.42)
-
1.75
1.75
1.75
8.33
(0.42)
-
-
1.94
(0.05)
1.32
(0.10)
1.29
(0.22)
0.03
(0.01)
0.55
(0.04)
5.13
(0.42)
1.45
6.58
(0.42)
Impairment
Loss
as on
31.03.2015
` in Crores
` in Crores
As at
31.03.2015
(0.08)
92.13
(137.49)
760.59
(857.69)
(80.75)
7.56
(12.34)
33.80
(93.09)
6.56
(0.00)
40.36
(93.09)
668.46
(720.12)
-
26.24
46.52
(7.93)
50.27
(51.19)
188.73
(225.39)
59.54
(115.83)
65.04
(101.39)
2.20
(6.55)
7.93
(19.86)
0.67
(0.79)
420.90
(528.93)
207.20
(98.10)
628.10
(627.03)
` in Crores
NET BLOCK
As at
31.03.2015
Notes forming part of the consolidated Balance Sheet
Notes :
(1) Figures in brackets are in respect of previous year.
(2) Buildings include improvements to leasehold premises and an amount of ` 250 (2013-2014: ` 250) representing value of Shares in Co-operative Housing
Societies/Condominium .
(3) Buildings include Net block of ` 4.43 crores(2013-14- ` 2.62 crores)which have been given under operating leases.
(4) * Refer Note no - 4.13, Page 162
Note 1.11 (Item No. II (1)(b), Page 130)
NON CURRENT INVESTMENTS
Investments
Share of Joint Ventures
Note 1.12 (Item No. II (1)(c), Page 130)
DEFERRED TAX ASSET-NET
Deferred Tax Assets
Retirement Benefits
Premium on Redemption of Debentures
Other Provisions
Unabsorbed Depreciation
Less-Deferred Tax Liability
Depreciation
Deferred Tax Asset/(Liability)-Net
Share of Joint Ventures
Note 1.13 (Item No. II (1)(d), Page 130)
LONG TERM LOANS AND ADVANCES
Unsecured, Considered Good
(a) Capital Advances
(b) Security Deposits
Deposits for Premises
Other Deposits
(c) Loans and Advances to Others
(d) Loans and advances to Employees
(e) MAT Credit Outstanding
(f ) Prepaid Expenses
Unsecured, Considered Doubtful
Capital Advances
Less: Provision for Doubtful Advances
Share of Joint Ventures
As at
31.03.2015
` in crores
438.11
438.11
243.58
681.69
As at
31.03.2014
` in crores
209.62
209.62
209.62
As at
31.03.2015
` in crores
As at
31.03.2014
` in crores
4.07
3.28
7.50
0.20
15.05
4.21
9.69
3.93
23.04
40.87
11.17
3.88
(1.81)
2.07
26.82
14.05
1.21
15.26
As at
31.03.2015
` in Crores
As at
31.03.2014
` in Crores
0.06
3.69
41.57
2.98
0.25
1.86
22.50
69.22
44.08
3.21
0.25
2.06
32.27
0.21
85.77
69.22
65.21
134.43
0.11
0.11
85.77
11.64
97.41
TRENT ~ 63rd ANNUAL REPORT
141
Notes forming part of the Consolidated Balance Sheet
Note 1.14 (Item No. II (1)(e), Page 130)
OTHER NON CURRENT ASSETS
(a) Other Receivable
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
-
0.75
0.18
-
0.18
0.75
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
(a) Investments
30.69
90.72
(b) Share of Joint Ventures
27.34
-
58.03
90.72
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
(b) Share of Joint Ventures
Note 1.15 (Item No. II (2)(a), Page 130)
CURRENT INVESTMENTS
Note 1.16 (Item No. II (2)(b), Page 130)
INVENTORIES
(a)
Raw Materials
0.50
1.61
(b)
Stock in trade
256.72
318.51
0.65
0.81
257.37
319.32
1.96
3.57
Add-Stocks-in-Transit
(c)
Packing Materials
(d)
Stores & Spares
(e)
Share of Joint Ventures
142 TRENT ~ 63 ANNUAL REPORT
rd
0.65
1.56
260.48
326.06
69.37
30.40
329.85
356.46
Notes forming part of the Consolidated Balance Sheet
Note 1.17 (Item No. II (2)(c), Page 130)
TRADE RECEIVABLES
(a)
(b)
Debts outstanding for a period exceeding six months
Other Debts
Less : Provision for Doubtful Debts
Considered Good - Unsecured
Considered Doubtful - Unsecured
(c)
Share of Joint Ventures
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
4.32
10.30
14.62
3.42
11.20
11.20
3.42
14.62
6.49
17.69
8.55
12.36
20.91
3.30
17.61
17.61
3.30
20.91
17.61
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
22.67
28.79
0.03
2.03
22.70
30.82
Note 1.18 (Item No. II (2)(d), Page 130)
CASH AND CASH EQUIVALENTS
(a) Balances with Scheduled Banks
(i) Current Accounts
(ii) Fixed Deposit Accounts
(b) Credit card slips on hand
1.44
3.64
(c) Cash/Cheques on hand
2.43
10.66
(d) Unclaimed Dividend Accounts
0.85
0.80
(e) Unclaimed Debenture Interest Accounts
0.01
0.01
(f ) Margin Money Deposits with Banks with less than 12 months maturity
1.69
2.06
(g) Margin Money Deposits with Banks with more than 12 months maturity
1.27
1.37
(h) Unclaimed Application money on Securities
0.09
0.10
30.48
49.46
25.02
12.47
55.50
61.93
(i) Share of Joint Ventures
TRENT ~ 63rd ANNUAL REPORT
143
Notes forming part of the Consolidated Balance Sheet
Note 1.19 (Item No. II (2)(e), Page 130)
SHORT TERM LOANS AND ADVANCES
A
B
C
Secured Considered good
Inter Corporate Deposits Given
Unsecured Considered good
(a) Security Deposits
Deposits for Premises- Others
Other Deposits
(b) Loans and Advances to Staff
(c) Advances Payment to Creditors
(d) Balances with government agencies
(e) Advance Income/Wealth Taxes - Net Of Provision
(f ) Other Taxes Recoverable
(g) Prepaid Expenses
(h) Interest Receivable
Unsecured,Considered Doubtful
(a) Bills Of Exchange
(b) Other Taxes Recoverable
(c) Advances Payment To Creditors
(d) Loans and Advances to Staff
(e) Interest Receivable
(f ) Security Deposits
Less:Provision for Doubtful Advances
Share of Joint Ventures
Note 1.20 (Item No. II (2)(f), Page 130)
OTHER CURRENT ASSETS
Unsecured Considered good
(a) Other Receivables
(b) Interest accrued on Bank Deposits
Unsecured,Considered Doubtful
(a) Other Receivables
Less: Provision for Doubtful Advances
Share of Joint Ventures
144 TRENT ~ 63 ANNUAL REPORT
rd
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
25.00
25.00
74.50
0.78
0.85
19.95
7.15
5.34
0.06
8.64
2.95
120.22
112.98
0.79
1.51
11.02
13.04
44.04
0.55
6.14
2.90
192.97
1.14
0.04
2.15
0.04
0.19
2.00
5.56
(5.56)
145.22
15.32
160.54
1.14
0.04
1.19
0.04
0.19
2.00
4.60
(4.60)
217.97
2.17
220.14
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
5.27
0.20
5.47
8.17
0.45
8.62
0.88
0.88
(0.88)
0.50
5.97
8.62
Notes forming part of the Consolidated Profit & Loss Statement
Note 2.1 (Item No. I, Page 131)
REVENUE FROM OPERATIONS
For the Year ended
31st March 2015
` in crores
Sale of products(Gross)
Less:VAT
For the year ended
31st March 2014
` in crores
1,677.56
2,115.46
98.70
126.52
1,578.86
Sale of products(Net)
1,988.94
Other operating revenues
Display & Sponsorship Income
7.66
22.95
Commission on sales
0.34
1.10
Discounts & Fees
18.35
14.61
Others
14.88
10.40
Exchange fluctuation income
0.16
0.46
Rent
6.09
11.14
Revenue from Operations(Gross)
47.48
60.66
1,626.34
2,049.60
0.09
0.31
1,626.25
2,049.29
658.00
283.69
2,284.25
2,332.98
Less:
Excise duty
Revenue from Operations (Net)
Share of Joint Venture
Note 2.2 (Item No. II, Page 131)
OTHER INCOME
For the Year ended For the year ended
31st March 2015
31st March 2014
` in crores
` in crores
Interest Income
Interest on Loans and Advances
Interest/Discounts on Deposits with Bank
14.45
23.80
3.98
2.79
18.43
26.59
Dividend Income
Dividend from Long Term Investments
0.13
0.15
0.13
0.15
TRENT ~ 63rd ANNUAL REPORT
145
Notes forming part of the Consolidated Profit & Loss Statement
Note 2.2 (Item No. II, Page 131) (Contd.)
OTHER INCOME
For the Year ended For the year ended
31st March 2014
31st March 2015
` in crores
` in crores
Profit on Sale of Investments
Profit on sale of current investments(Net)
Profit on sale of Long Term Investments(Net)
Other Non Operating Income
Excess provision no longer required written back
Profit on Fixed Assets sold/discarded (Net)
Total
Share of Joint Venture
12.63
31.54
44.17
0.11
9.00
0.02
71.86
25.33
97.19
4.60
24.58
29.18
0.37
4.25
0.00
60.54
0.87
61.41
Note 2.3 (Item No. IV (a), Page 131)
COST OF RAW MATERIALS CONSUMED
For the Year ended
31st March 2015
` in Crores
For the year ended
31st March 2014
` in Crores
1.61
5.75
0.51
6.85
6.39
13.24
1.58
18.96
1.61
18.93
18.93
For the Year ended
31st March 2015
` in Crores
Salaries, Wages, Bonus, etc.
152.00
Contribution to Provident, Superannuation and Gratuity Funds
9.89
7.54
Workmen and Staff Welfare Expenses
169.43
Total
38.46
Share of Joint Venture
207.89
For the year ended
31st March 2014
` in Crores
169.57
10.33
8.39
188.29
9.75
198.04
Opening Stock
Add:Purchases
Less:Closing Stock
Total
Share of Joint Venture
Note 2.4 (Item No. IV (d), Page 131)
EMPLOYEE BENEFIT EXPENSES
146 TRENT ~ 63 ANNUAL REPORT
rd
Notes forming part of the Consolidated Profit & Loss Statement
Note 2.5 (Item No. IV (e), Page 131)
FINANCE COST
For the Year ended
31st March 2015
` in Crores
Interest Expense
Debentures
Fixed Loans
Others
Total
Share of Joint Ventures
Note 2.6 (Item No. IV (g), Page 131)
OTHER EXPENSES
Processing Charges
Packing Materials Consumed
Power and Fuel
Repairs to Building
Repairs to Machinery
Repairs Others
Rent
Rates and Taxes
Insurance
Advertisement and Sales Promotion
Travelling Expenses
Professional and Legal Charges
Printing and Stationery
Bank Charges
Postage, Telegrams and Telephones
General Expenses (Refer Note 4.3 (i))
Retail Business Fees
Directors’ Fees
Commission to Non Whole-time Directors
Loss on Sale of Fixed Assets Sold/Discarded (Net)
Impairment Loss on Fixed assets
Loss on sale of Long Term Investments (Net)
Exchange fluctuation expense
Freight and forwarding charges
Corporate Social Responsibility
Total
Share of Joint Ventures
7.35
0.79
0.21
8.35
2.37
10.72
For the Year ended
31st March 2015
` in Crores
1.22
4.88
52.63
47.92
10.31
10.93
115.56
16.32
1.48
47.45
9.82
23.34
2.27
11.25
7.61
47.99
88.16
0.39
0.13
3.88
1.48
0.11
0.14
21.88
0.83
527.98
147.24
675.22
For the year ended
31st March 2014
` in Crores
12.15
0.82
0.14
13.11
0.02
13.13
For the year ended
31st March 2014
` in Crores
0.81
8.79
71.17
51.95
15.60
12.67
132.81
19.44
1.64
51.99
10.82
23.87
3.35
12.74
9.26
56.10
82.01
0.25
0.44
7.24
0.34
18.25
591.54
80.85
672.39
TRENT ~ 63rd ANNUAL REPORT
147
Notes forming part of the Consolidated Profit & Loss Statement
Note 2.7 (Item No. VI, Page 131)
EXCEPTIONAL ITEMS: (INCOME)/EXPENSES (NET)
For the Year ended
31st March 2015
` in Crores
For the year ended
31st March 2014
` in Crores
(158.40)
-
-
(9.76)
Provision for Contingency for Disputed Expenses
-
2.41
Provision for diminutions in value-Long Term-Investments
-
1.50
0.10
1.70
Dismantling cost
-
0.41
Capital advances and other assets written off
-
0.91
Loss on sales of Fixed Assets
-
2.30
Impairment Loss on Fixed assets
-
0.43
2.70
-
35.64
-
Store Closure Expenses ( Refer note 2 below )
0.73
-
Loss on Discard/ sale of Fixed assets ( Refer note 2 below)
2.10
-
Excess Depreciation as per schedule II ( Refer Note 4.13,
Page 162 )
0.37
-
(116.76)
(0.10)
1.59
2.69
(115.17)
2.59
Particulars
Income
Profit on sale of investment in subsidiaries ( net of related
expenses) (Refer note no 4.12, Page 162 )
Refund of Certain taxes arising on retrospective amendment
Expenses
Loss on sale of Long term investment
Provision for Impairment ( Refer note 2 below )
Restructuring Costs ( Refer note 1 below )
Net (Income)/Expenses
Share of Joint Venture
Notes
1)
Restructuring costs are incurred in respect of restructuring of its Landmark Stores.
2)
During the year , Fiora Hypermarket Limited ( subsidiary company) has closed one of its store and is in
process to close another store during the current year .The expenses , losses incurred or / provided for
in connection with the closure of store and the estimated impairment on fixed asset of the store have
been treated as exceptional item .
148 TRENT ~ 63 ANNUAL REPORT
rd
Notes on the Consolidated Balance Sheet and Profit and Loss Account (Contd.)
3.
CONSOLIDATED SIGNIFICANT ACCOUNTING POLICIES
3.1 Basis of preparation of accounts
3.1.1 (a) The consolidated financial statements have been prepared in accordance with the
accounting standard 21 ( AS -21) “Consolidated Financial Statements” and Accounting
Standard-27 (AS-27) “Financial Reporting of Interest in Joint Ventures”notified under
Companies (Accounts) Rules, 2014 and referred under Section 133 of the Companies
Act,2013. The consolidated financial statements are prepared by consolidating the
accounts of Trent Limited with its subsidiaries, Trent Brands Limited, Fiora Services
Limited (Subsidiary of Trent Brands Limited ), Nahar Retail Trading Services Limited,
Trent Hypermarket Limited(upto 2nd June 2014), Trent Global Holdings Limited, Westland
Limited , Landmark E-Tail Limited ,Virtuous Shopping Centres Limited (subsidiary of
Trent Hypermarket Limited), Commonwealth Developers Private Limited - (Subsidiary of
Virtuous Shopping Centres Limited ), Duckbill Books & Publications Limited ( Subsidiary
of Westland Limited upto 31st December 2014 ), Fiora Hypermarket Limited and Joint
Venture -Inditex Trent Retail India Private Limited,Trent Hypermarket Limited w.e.f
03rd June 2014, Massimo Dutti India Private Limited.
(b) (I ) Depreciation in respect of Westland Limited: Depreciable amount for assets is the
cost of an asset, or other amount substituted for cost, less its estimated residual value.
Depreciation on tangible fixed assets has been provided on the straight-line
method as per the useful life prescribed in Schedule II to the Companies Act, 2013
except in respect of the following categories of assets, in whose case the life of the
assets has been assessed as under taking into account the nature of the asset, the
estimated usage of the asset, the operating conditions of the asset and past history
of replacement:
i) Leasehold Improvements - 5 years
ii) Computer software is fully depreciated in the year of addition of application
software.
(II) Depreciation in respect of Trent Brands Limited: Depreciation has been provided
in accordance with Schedule II of the Companies Act, 2013 on “Written Down Value”
method.
(III) Depreciation in respect of Inditex Trent Retail Private Limited: Leasehold
improvements are amortized on the straight-line basis over the estimated useful
life of nine years or remaining lease term,whichever is lower. Depreciation on other
tangible assets is provided on straight-line method over the useful lives of assets
technically estimated by the management. The useful life of the assets are as follows:
Tangible Asset
Useful life in years
Furniture and Fixtures
9
Computers
5
Office Equipment
9
Alarm and Mannequins
3
(c) Other significant accounting policies are set out in the Notes to Accounts under the Notes
“Significant Accounting Policies” of Trent Limited, Trent Brands Limited, Fiora Services
TRENT ~ 63rd ANNUAL REPORT
149
Notes on the Consolidated Balance Sheet and Profit and Loss Account (Contd.)
Limited, Nahar Retail Trading Services Limited, Trent Hypermarket Limited, Trent Global
Holdings Limited, Westland Limited, Landmark E-Tail Limited, Virtuous Shopping Centres
Limited,Inditex Trent Retail India Private Limited, Massimo Dutti India Private Limited,
Commonwealth Developers Limited,Fiora Hypermarket Limited and Duckbill Books &
Publication Limited.
4 Other Significant Notes
4.1. Capital and Other Commitments
(a)
Capital Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided
for ` 5.35 Crores (2013-2014: ` 11.58 Crores).
Share of Joint Venture ` 4.99 Crores ( 2013-2014 : ` 1.84 Crores)
(b)
Other Commitments
(i)
The company has given undertakings to the lenders of its subsidiary, Westland Limited
restricting its rights to sell the shares of Westland Limited held by it.
(ii)
The Finance Act,2007 introduced service tax on “Renting on Immovable Property” with
effect from 01st June ,2007.The group companies had entered into several agreements
with Landlords and Mall owners prior to the introduction of service tax on rent.The Delhi
High court through its judgement dated 19th April,2009 had set aside the operation of
service tax on rent as ultra vires.In the meanwhile ,the Finance Act, 2010 has amended the
Finance Act retrospectively with effect from 1st June,2007 levying service tax on “Renting
of Immovable Property”. This retrospective amendment and applicability on service tax on
rent was challenged by Retailers Association of India of which the company is a member
.The case is presently before the Supreme court pending final disposal.
The group companies has paid and/or adequately provided for service tax on rent upto
the period 31st March,2015 under rent/lease agreements in which it had explicitly assumed
the liability of service tax on rent.As per the directions of the Supreme court dated
14th October 2011 the company has deposited ` 4.66 crores being 50% of the liability under
such agreements and for the balance 50% has given surety to the Service Tax Department.
Pending the final Supreme Court judgement interest/penalty if any as may be payable is
not presently ascertainable or quantifiable.
Joint Venture Share with regard to above is ` 1.02 crores
(iii) Certain Key arrangements of the Company
The Company has agreements in respect of the following and the parties inter-se have
certain rights and obligations,also covering certain affirmative and shareholding related
provisions, commensurate with arrangements of this nature:
1
Joint venture with Inditex Group to open Zara & Massimo Dutti stores in India.
2
TVS private equity fund has an option to invest in a minority stake in Westland
Limited a subsidiary of the Company.
3
Joint venture with Tesco PLC UK,with respect to Trent Hypermarket Ltd for Star Bazaar
related formats.
150 TRENT ~ 63 ANNUAL REPORT
rd
Notes on the Consolidated Balance Sheet and Profit and Loss Account (Contd.)
4
Export Obligation of ` 5.40 Crores against EPCG Licence of Landmark Limited since
merged with company w.e.f. 01-04-2013
4.2. Contingent Liabilities :
(a)
Sales tax, Excise and Customs demands against which the Company has filed appeals: ` 1.26
Crores (2013-2014: ` 0.63 Crores) - net of tax ` 0.83 Crores(2013-2014 : ` 0.61 Crores).
Share of Joint Venture ` 0.69 Crores-net of tax ` 0.46 crores. (2013-2014 : Rs.Nil)
(b)
Contingent Liability in respect of Provident Fund demands against which company has filed
appeals is ` 1.11 Crores (2013-14 ` 1.11 crores)
(c)
Income-tax demands against which the Company has filed appeals : ` 46.75 Crores (2013-2014
: `46.85 Crores).
Share of Joint Venture ` 0.40 Crores ( 2013-2014 : ` Nil)
(d)
Contingent Liabilities for Share of Joint Venture in respect of service-tax claims against which
company has filed appeals ` 0.88 crores(2013-14: ` Nil)
( e) Contingent Liabilities for Share of Joint Venture in respect of other matters against which the
Company has filed appeals ` 1.33 crores (2013-14-Nil)
(f )
Contingent Liability in respect of suit filed against the Company ` 6.81 crores (2013-2014 : ` 6.58
crores)
(g)
Claims made against the Company not acknowledged as debts : ` 3.74 crores (2013-2014 :
` 58.18 Crores{ In respect of one of the subsidiary amount not ascertained } ).
Share of Joint Venture ` 23.35 Crores ( 2013-2014 : ` Nil)
(h)
Disclosure as required by AS 29 : Provision for Contingencies
(` In Crores)
Particulars
Amount as at
beginning of
the year
Provisions
made during
the year
Amount adjusted
/ reversed during
the year
Amount as
at end of the
year
Provision made as a
matter of abundant
caution against items
(a), (c), (d) and (e)
above, which are
disputed
by
the
Company.
2.05
0.00
0.00
2.05
Provision for disputed
expenses
0.29
0.00
0.00
0.29
Provision for Sales
Return & Litigation Share of Joint Venture
0.57
1.25
0.57
1.25
2.91
1.25
0.57
3.59
Total
TRENT ~ 63rd ANNUAL REPORT
151
Notes on the Consolidated Balance Sheet and Profit and Loss Account (Contd.)
4.3 (i)
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
Audit Fees
0.33
0.33
Fees for Taxation matters
0.04
0.05
Other Services
0.10
0.11
Reimbursement of out-of-pocket expenses
0.02
0.02
Audit Fees
0.19
0.09
Fees for Taxation matters
0.03
0.01
Other Services
0.03
0.02
Reimbursement of out-of-pocket expenses (` 9347/-)
0.00
-
3.49
3.16
0.36
-
Note 2.6 General Expenses include :
(a) Auditors’ Remuneration -
Share of Joint Venture:
(b) Provision for doubtful debts/advances (net)
Share of Joint Venture
(ii)
Disclosure as required by AS28: Provision for Impairment
` in Crores
Particulars
Amount as at
beginning of
the year
Provisions
made during
the year
Amount adjusted
Amount as
/ reversed during at end of the
the year
year
Impairment of Assets
0.43
6.87
0.43
6.87
Share of Joint Venture
Nil
1.44
Nil
1.44
(iii) Details on derivatives instruments and unhedged foreign currency exposures
(a)
There are no forward exchange contracts outstanding as at 31st March 2015.
(b) The unhedged foreign currency exposure as at 31st March 2015 is as under:
Particulars
Trade Payable GBP
Trade Payable EURO
Trade Payable USD
152 TRENT ~ 63 ANNUAL REPORT
rd
As at 31st March, 2015
Amount in
Amount in
Foreign
`(in crores)
currency
51,954
0.48
10,500
0.07
8,55,230
5.35
As at 31st March, 2014
Amount in
Amount in
Foreign
` (in crores)
currency
98,558
0.98
24,750
0.20
1,48,000
0.93
Notes on the Consolidated Balance Sheet and Profit and Loss Account (Contd.)
Share of Joint Venture
Particulars
As at 31st March, 2015
Amount in
Amount in
Foreign
`(in crores)
currency
2,34,371
2.18
37,43,576
25.18
1,757
0.00
As at 31st March, 2014
Amount in
Amount in
Foreign
`(in crores)
currency
52,74,996
43.56
576
0.00
Trade Payable GBP
Trade Payable EURO
Trade Payable
HKD(C.Y. Rs.13760.18)
& (P.Y Rs.43745.24)
Trade Payable JPY
1,31,766
0.01
(P.Y.Rs.79265.34)
Trade Payable
2,063
0.00
RMB(C.Y.Rs.20680.45)
Trade Payable USD
3,493
0.02
4.4 There is no Micro and Small Enterprises to whom the Company owes dues, which are outstanding
for more than 45 days as at 31st March, 2015. This information as required to be disclosed under the
Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent
such parties have been identified on the basis of the information available with the Company.
4.5 There are no amounts due and outstanding to be credited to Investor Education and Protection Fund
as at 31st March, 2015 except ` 0.06 Crores (2013-2014 : ` 0.05 Crores) which is held in abeyance due
to legal cases pending.
4.6. SEGMENT REPORTING :
2014-2015
Retailing
Others Unallocated Total Company
` In crores ` In crores ` In crores
` In crores
A
SEGMENT REVENUE
1. External Revenue
2. Intersegment Revenue
3. Total Revenue
4. Less: Intersegment Revenue
NET SEGMENT REVENUE
B
RESULTS
1. Segment Results
2. Interest Expense
2,281.82
(2,283.29)
(-)
2,281.82
(2,283.29)
(-)
2,281.82
(2,283.29)
14.68
(15.86)
(-)
14.68
(15.86)
(-)
14.68
(15.86)
84.93
(58.82)
(-)
84.93
(58.82)
(-)
84.93
(58.82)
2,381.43
(2,357.97)
(-)
2,381.43
(2,357.97)
(-)
2,381.43
(2,357.97)
16.01
(37.85)
(-)
(4.24)
(3.61)
(-)
83.29
(58.67)
10.72
(13.13)
95.05
(17.21)
10.72
(13.13)
TRENT ~ 63rd ANNUAL REPORT
153
Notes on the Consolidated Balance Sheet and Profit and Loss Account (Contd.)
3 Exceptional Items (Income)/ Expense
4. Provision for Taxation
5. Excess tax provision for prior years (Net)
6. Net Profit before Extraordinary items
7. Extraordinary items
8. Net Profit after Extraordinary items
C
SEGMENT ASSETS
D
SEGMENT LIABILITIES
E
CAPITAL EXPENDITURE
F
DEPRECIATION
G
NON CASH EXPENSES
1. Provision for Contingencies
2014-2015
Retailing
Others Unallocated Total Company
` In crores ` In crores ` In crores
` In crores
43.13
(158.30)
(115.17)
(9.33)
(11.92)
(2.59)
70.01
70.01
(-)
(-)
(22.32)
(22.32)
0.06
0.06
(-)
(-)
(2.10)
(2.10)
(27.13)
(4.24)
160.80
129.43
(28.52)
(3.61)
(13.40)
(18.73)
(-)
(-)
(-)
(-)
(27.13)
(4.24)
160.80
129.43
(28.52)
(3.61)
(13.40)
(18.73)
1,356.98
17.23
832.32
2,206.54
(1,364.54)
(17.98)
(553.53)
(1,936.04)
352.97
9.12
422.49
784.58
(458.55)
(10.20)
(476.48)
(945.23)
145.91
0.02
145.93
(165.87)
(0.01)
(5.36)
(171.25)
74.11
0.19
0.02
74.33
(53.37)
(0.23)
(0.02)
(53.62)
(-)
(-)
(-)
(-)
Notes:
(1) In respect of standalone accounts of the Company, disclosure of segment - wise information is not
applicable as retailing is the main business of the Company. The Company, its subsidiaries and its
jointly controlled entities are primarily engaged in the business of retailing and services related
to retailing except one subsidiary which is engaged in the business of book publishing. Segment
“Others” primarily includes book publishing .
(2) Segment-wise Revenue, Results and Capital Employed figures include the respective amounts
identifiable to each of the Segments. Other unallocable income, expenses and unallocated assets
mainly relate to investments of surplus funds.
(3) Figures in brackets are in respect of previous year.
(4) Previous year’s figures have been regrouped wherever necessary.
154 TRENT ~ 63 ANNUAL REPORT
rd
Notes on the Consolidated Balance Sheet and Profit and Loss Account (Contd.)
4.7.
RELATED PARTY TRANSACTIONS :
4.7.1
Related Parties with whom transactions have taken place during the year:
Associates:
Tata Sons Ltd.
(Holds more than 20% of the Share Capital of Trent Limited as on
31st March 2015)
Joint Venture
Trent Hypermarket Limited
(Joint Venture w.e.f 03rd June 2014)
(50% Equity Share Capital is held by Trent limited as at 31st March
2015)
Inditex Trent Retail India Private Limited
(49% Equity Share Capital is held by Trent Limited as at 31st March
2015)
Massimo Dutti India Private Limited
(49% Equity Share Capital is held by Trent Limited as at 31st March
2015)
Virtuous Shopping Centres Limited
(Joint Venture of Trent Hypermarket Limited upto 2nd April 2013 ,
subsidiary of Trent Hypermarket Limited w.e.f 3rd April 2013)
4.7.2 Directors/Managers of the Company
Non Executive Directors
Mr. N.N. Tata
Mr. A.D. Cooper
Mr. Z.S. Dubash
Mr. B. Bhat
Mr. S. Susman
Mr. B.N. Vakil
Mr. H.R. Bhat (appointed w.e.f. 1st April 2014)
Ms.S.Singh(appointed w.e.f. 03rd March 2015)
Mr.Philip N Auld(Managing Directore w.e.f 04th
November 2014)
Key management personnel:
Mr. Philip N. Auld -”Manager” as per The
Companies Act,2013 uptill 03rd November, 2014.
Managaing Director w.e.f 4th November 2014
{
4.7.3 Sales to and Other recoveries from related parties
(a) Associates
Tata Sons Limited
(b) Joint Venture
Trent Hypermarket Ltd
2014-2015
`
in crores
2013-2014
`
in crores
0.22
0.05
0.82
-
TRENT ~ 63rd ANNUAL REPORT
155
Notes on the Consolidated Balance Sheet and Profit and Loss Account (Contd.)
2014-2015
`
in crores
2013-2014
`
in crores
7.88
8.24
1.43
-
3.56
-
6.12
0.06
6.12
0.06
0.36
0.66
0.13
-
2.48
3.26
150.90
-
0.25
149.96
-
149.29
5.42
4.82
10.00
-
107.50
-
4.7.4 Purchase/other services from related parties
(a) Associates
Tata Sons Limited
(b) Joint Venture
Trent Hypermarket Ltd
4.7.5 Interest/Dividend received from related parties
Joint Venture
Trent Hypermarket Ltd
4.7.6 Interest/Dividend paid to related parties
a) Associates
Tata Sons Limited
b) Directors
4.7.7 Security deposit receivable as on 31.03.2015
Associates
Tata Sons Limited
4.7.8 Outstanding Receivables as on 31.03.2015
Joint Venture
Trent Hypermarket Ltd
4.7.9 Outstanding Payables as on 31.03.2015
Associates
Tata Sons Limited
4.7.10 Guarantee Given as on 31.03.2015
Joint Venture
Trent Hypermarket Ltd
4.7.11 Subscription to Share Capital
Joint Venture
Massiomo Dutti India Private Limited
Trent Hypermarket Ltd
4.7.12 Redemption of Preference shares:
Joint Venture
Trent Hypermarket Ltd
4.7.13 Remuneration to Directors / Manager*
4.7.14 Loan Given
Joint Venture
Trent Hypermarket Ltd
4.7.15 Loan Repayment by
Joint Venture
Trent Hypermarket Ltd
* Remuneration/Commission/Performance Awards considered on payment basis
156 TRENT ~ 63 ANNUAL REPORT
rd
Notes on the Consolidated Balance Sheet and Profit and Loss Account (Contd.)
4.8
The Subsidiaries and Interest in Joint Venture considered in Consolidated Financial Statements are :
(a)
Particulars of Subsidiaries
Country of
Origin
1
Trent Brands Limited
India
2
Fiora Services Limited
India
Held by Trent Brands Limited (Subsidiary)
3
Nahar Retail Trading Services Limited
India
4
Westland Limited
India
Held by Trent Limited
Proportionate
ownership interest
as on
31-3-2015
as on
31-3-2014
100.00 %
100.00 %
89.88%
89.88%
100.00 %
100.00 %
96.64%
96.64%
5
Landmark E -Tail Limited
India
100.00%
100.00%
6
Trent Hypermarket Limited(upto 02nd June 2014)
India
100.00 %
100.00 %
7
Trent Global Holdings Limited
Mauritius
100.00 %
100.00 %
8
Fiora Hypermarket Limited
India
100.00%
100.00%
9
Duckbill Books & Publication Limited.
India
N.A
51.00%
N.A
33.34%
100.00%
66.66%
India
100.00%
100.00%
India
50.00%
N.A
Held by Westland Limited (Subsidiary)51% upto
31st December 2014
10
Virtuous Shopping Centres Limited
India
Held by Trent Limited (upto 12th May 2014)
Held by Trent Hypermarket Limited (Subsidiary )
upto 02nd June 2014
11
Commonwealth Developers Privated limited
(100% Held by Virtuous Shopping Centres
Limited)
(b)
Interest in Joint Venture
1
Trent Hypermarket Limited
(Joint Venture w.e.f 03rd June 2014)
2
Massimo Dutti India Private Limited (Massimo
Dutti)
India
49.00%
N.A
3
Inditex Trent Retail India Pvt Ltd .(Inditex)
India
49.00 %
49.00 %
TRENT ~ 63rd ANNUAL REPORT
157
Notes on the Consolidated Balance Sheet and Profit and Loss Account (Contd.)
4.8 The Subsidiaries and Interest in Joint Venture considered in Consolidated Financial Statements are :
(b)
(` in crores)
Inditex
Trent
Hypermarket
Limited
Consolidated
(Refer Note1
Page 159)
Massimo
Dutti
For the year For the year For the year For the year
ended 31st ended 31st ended 31st ended 31st
March, 2015 March, 2014 March, 2015 March, 2015
I
Income
1. Income From Operations
344.90
283.68
337.22
-
8.21
0.86
17.08
0.04
-
-
6.39
-
191.03
166.24
280.73
-
3. Changes in inventories of
finished goods work-in- progress
and Stock-in-Trade(Accretion
(-),decretion(+))
(2.85)
(10.09)
(13.13)
-
4. Employee Benefit Expenses
12.06
9.76
26.40
-
0.22
0.02
3.94
0.00*
6. Other Expenses
82.66
80.85
64.68
0.04
7. Depreciation
15.54
12.08
8.31
-
-
2.69
1.59
-
106.96
98.09
100.21
-
1.76
6.40
6.72
-
-
-
43.16
-
2.40
1.21
243.58
-
12.21
11.64
-
-
4. Long term Loans and Advances
-
-
53.00
-
5. Other Non Current Assets
-
-
0.18
-
2. Other Income
II
Expenditure
1. Cost of raw material
2.
Purchases of Stock-in-Trade
5. Finance Cost
8. Exceptional Item
III
Assets:
Non Current Assets
1. Fixed Assets
Tangible
Intangible
Capital Work in Progress
2. Investments
3. Deferred tax Asset/(Liabilities)
158 TRENT ~ 63 ANNUAL REPORT
rd
Notes on the Consolidated Balance Sheet and Profit and Loss Account (Contd.)
(` in crores)
Trent
Massimo
Hypermarket
Dutti
Limited
Consolidated
(Refer Note 1
below)
For the year For the year For the year For the year
ended 31st ended 31st ended 31st ended 31st
March, 2015 March, 2014 March, 2015 March, 2015
Inditex
Current Assets
1. Investments
-
-
27.34
-
33.25
30.40
36.11
-
-
-
6.84
-
20.39
12.46
4.40
0.22
1.92
2.17
13.40
-
-
-
0.50
-
31.75
31.75
73.42
0.30
102.13
65.80
332.54
(0.20)
-
-
37.50
-
2. Other Long term liabilities
7.40
8.59
1.05
-
3. Long term provisions
0.35
0.23
12.24
-
4. Deferred Tax Liability
-
-
4.20
-
29.72
44.75
41.64
0.20
2. Other Current Liabilities
5.93
10.69
30.33
0.00**
3. Short term Provisions
1.61
0.57
2.52
-
V
Capital Commitments
2.91
1.84
2.08
-
VI
Contingent Liability
-
-
3.30
-
VII
Claims not acknowledged as debts
-
-
23.35
-
2. Inventories
3. Trade Receivables
4. Cash and bank balances
5. Short term loans and Advances
6. Other Current Assets
IV
Liabilities:
Shareholders Funds:
(a) Share Capital
(b) Reserves & Surplus
Non Current Liabilities
1. Long term Borrowings
Current Liabilities
1. Trade Payables
Note:
1. Profit and Loss Account of Trent Hypermarket Limited is considered w.e.f. 03rd June 2014.
* Full Figure ` 2732.24.
** Full Figure ` 35646.52.
TRENT ~ 63rd ANNUAL REPORT
159
Notes on the Consolidated Balance Sheet and Profit and Loss Account (Contd.)
4.9. EARNINGS PER SHARE (EPS) :
(a)
2014-2015
2013-2014
3,32,31,544
3,32,31,544
3,32,31,544
3,32,31,544
Nil
Nil
3,32,31,544
3,32,31,544
Weighted Average Number of Shares outstanding during
the year.
i) For Basic Earnings Per Share
ii) For Diluted Earnings Per Share
No of shares for Basic EPS as per a(i)
Add: Potential Dilutive Equity Shares
No of shares for Diluted Earnings Per Share
(b)
Net Profit/(Loss) after Tax available for Equity Shareholders
(Rupees in crores)
129.33
(18.55)
(c)
Net Profit/(Loss) after Tax After extra Ordinary item available
for Equity Share Holders ( Rupees in crores)
129.33
(18.55)
(d)
Net Profit/(Loss) after Tax Before extra Ordinary item
available for Equity Share Holders ( Rupees in crores)
129.33
(18.55)
(e)
Earnings Per Share before Extra Ordinary Item (`) (Face value
of (`)10/-)
Basic
38.92
(5.58)
Diluted
38.92
(5.58)
Basic
38.92
(5.58)
Diluted
38.92
(5.58)
(f )
Earnings Per Share After Extra Ordinary Item (`) (Face value
of (`)10/-)
4.10 Statement showing shares of entities in Consolidated Networth and Consolidated Profit and Loss
account
` (in Crores)
Net Assets
Name of Entity
Amount
Profit and Loss
% in
consolidated
Net assets
Amount
% of
Consolidated
Profit and
Loss
Parent
Trent Limited
1371.92
96.48%
100.03
77.34%
49.14
3.46%
(1.17)
-0.91%
Subsidiaries
Indian
Trent Brands Limited
160 TRENT ~ 63 ANNUAL REPORT
rd
Notes on the Consolidated Balance Sheet and Profit and Loss Account (Contd.)
4.10 Statement showing shares of entities in Consolidated Networth and Consolidated Profit and Loss
account
` (in Crores)
Net Assets
Name of Entity
Fiora Services Limited
Amount
Profit and Loss
% in
consolidated
Net assets
Amount
% of
Consolidated
Profit and
Loss
25.53
1.80%
1.63
1.26%
Nahar Retail Trading Services Limited
3.99
0.28%
0.11
0.08%
Westland Limited (Consolidated
financials)
2.48
0.17%
(4.85)
-3.75%
Landmark Etail Limited
12.34
0.87%
(4.85)
-3.75%
Fiora Hypermarket Limited
27.23
1.92%
(17.81)
-13.77%
0.05
0.00%
(0.09)
-0.07%
120.77
8.49%
(27.03)
-20.90%
(2.59)
-0.18%
(0.17)
-0.13%
0.07
0.05%
Foreign
Trent Global Holding Limited
Subsidiaries Total
Minority Interest in subsidiaries
Fiora Services Limited
Westland Limited (Consolidated
financials)
Minority Interest Total
(2.59)
-0.18%
(0.10)
-0.07%
Trent Hypermarket Limited (Consolidated financials)
405.96
28.55%
(47.78)
-36.95%
Inditex Trent India Private Limited
133.88
9.42%
36.33
28.09%
0.02
0.00%
(0.00)
-0.00%
539.85
37.97%
(11.46)
-8.86%
Adjustment in Consolidated
Accounts
(607.99)
-42.76%
67.89
52.49%
Total
1421.96
100.00%
129.33
100.00%
Joint Ventures
Massimo Dutti India Private Limited
Joint Ventures Total
TRENT ~ 63rd ANNUAL REPORT
161
Notes on the Consolidated Balance Sheet and Profit and Loss Account (Contd.)
4.11 Scheme of Amalgamation of Landmark Limited (Landmark), Fiora link Road properties limited
(Fiora) and Trexa Admc Pvt Ltd (Trexa) with Trent Limited (the Company ) as approved by the
Hon’ble High Court of Judicature at Bombay vide its order dated 21st March 2014, has become
effective on 23rd April 2014 upon obtaining all sanctions and approvals as required under the scheme
and upon filing of certified true copies of the order with the Registrar Of Companies, Maharashtra.
Landmark was engaged in retailing, Fiora was dealing in properties and Trexa in Management
Consultancy Services. Landmark, Fiora and Trexa were 100% subsidiaries of the Company
therefore no shares have been issued as result of merger. The appointed date of the scheme is
1st April 2013.
In terms of the scheme in the books of the Company ,
a.
The Amalgamation is accounted under the “Pooling of Interest method” as per Accounting
Standard 14.
b. All the assets and liabilities, duties and obligation of Landmark, Fiora and Trexa have been
transferred and vested in the company with effect from the appointed date. The vested assets
and liabilities of Landmark, Fiora and Trexa have been recognized at their book values in the
books of the Company.
c.
Inter corporate loans, deposits, balances as between Landmark , Fiora and Trexa stand cancelled.
d. The costs and expenses incurred for amalgamation ` 0.11 crores (net of tax) has been adjusted
against the Amalgamation Reserve Account and ` 0.74 crores have been debited to Profit and
Loss accounts.
e.
The amount of Share capital Landmark Limited, Fiora Link Road Properties Limited and Trexa
Admc Pvt Limited have been adjusted against the corresponding investment balances held by
the company in the amalgamating companies and excess of cost of investment over the share
capital have adjusted to Amalgamation Suspense account.
f.
The debit balance in Amalgamation Suspense account amounting to ` 237.69 crores has been
adjusted against Securities premium account.
g. Debit balance in profit and loss account of Landmark, Fiora and Trexa amounting to ` 22.65
crores has been adjusted against the General reserve.
h. Authorized share capital of Landmark, Fiora and Trexa have been added to the authorized share
capital of the company.
4.12 As per the agreement entered with Tesco PLC, UK in respect of Trent Hypermarket Limited (THL), a
wholly owned subsidiary of Tesco PLC, UK (Tesco) has purchased part of the equity shares held by
the Company in THL and has separately subscribed to additional equity shares of THL. Following this
investment the Company and Tesco each hold 50% stake in THL. Consequently, THL is now a Joint
Venture (JV) of the Company with Tesco. Gains, amounting to ` 347.75 Crores arising consequent to
dilution of the stake held by the company in THL on subscription of equity shares by Tesco have been
credited to the capital reserves.
4.13 During the year,the group company except Fiora Hypermarket Limited has adopted the revised
useful life of Fixed Assets as per Schedule II of the Companies Act 2013.Accordingly the opening
written down value of fixed assets are being depreciated over their balance revised useful life. In
respect of fixed assets whose useful life has expired as on 01st April 2014,the opening WDV of ` 5.35
crores (net of deferred tax) has been adjusted to opening balance of retained earnings.
162 TRENT ~ 63 ANNUAL REPORT
rd
Notes on the Consolidated Balance Sheet and Profit and Loss Account (Contd.)
During the year , Fiora Hypermarket Limited, Subsidiary of Company has adopted revised useful life
as per companies Act 2013, Accordingly opening written down value of ` 0.37 crores in respect of
Fixed assets whose useful life already expired has been expensed out in profit and loss account and
disclosed as exceptional item.
4.14 Other Notes as per Audited Accounts of Subsidiaries and Joint ventures
1 Commonwealth Developers Limited
During the year 2011-12, Virtuous Shopping Centres Limited had aquired, 109,000 fully paid equity
shares of ` 10 each from the erstwhile promoters of the company. The management after the
takeover of the company from the erstwhile promoters had decided to treat the inventory work
in progress as fixed assets and consequently the opening balance along with expenses incurred
during the year 2011-12, 2012-13 & 2013-14 had been treated as capital work in progress. Since the
construction is under progress, all the expenses(net) incurred during the year 2011-12, 2012-13 &
2013-14 have been treated as capital work in progress.Consequently, no Statement of Profit and
Loss has been prepared for these year. During the year 2014-15, capitalisation of borrowing cost is
suspended in view of active development of capex work is suspended for an extended period of
time.All other expenses during the year have been treated as capital work in progress.
2 Westland Limited
1. Disposal of Subsidiary
The company invested in the Equity Shares of the subsidiary in October 2013, and acquired
51% holding. The subsidiary was carrying on the business of publishing Children’s books.
The other promoters of the subsidiary were renowned authors of Children’s books.
However the business never improved and the amount invested by the company and other
promoters was only enough to fund the losses incurred by the subsidiary. Considering the
poor financial position of the company and the gestation period required to turnaround
the subsidairy, the company considered it unviable to run the business of the subsidiary.
Accordingly, the board of directors in their meeting held on 13th November 2014 resolved
to sell the investment to the other promoters for a consideration of ` 6 Lakhs. The sale was
effected on 30th December 2014. The resultant loss after adjusting for carrying amount
of goodwill and recorded amount of minority interest, has been recorded in the books
and disclosed as ‘Loss on sale of an investment’ under ‘Other expenses’ in Note No 24.
The items of Revenue and expenses relating to the subsidiary for the period 1st April 2014 to
30th December 2014 have been included in these consolidated financial statements, based
on the unaudited financial statements drawn up for the said period, as received from the
subsidiary.
2. Going Concern
As at March 31, 2015, substantial portion of the net worth (Share capital Less Reserves &
Surplus) of the Company has been eroded due to accumulated losses as on March 31, 2015
amounting to Rs.15.74 crores. However, the Financial statements have been prepared on
principles applicable to going concern despite substantial erosion of net worth, considering
the future business potential of the company and the continuing operational and financial
support extended by the promoters.
3 Trent Global Holdings Limited
At 31st March 2015,the company had accumulated losses of USD 791,738 i.e ` 3.82 crores
(2014:USD 776,814 i.e Rs.3.73 crores)and has not yet started operation.
TRENT ~ 63rd ANNUAL REPORT
163
Notes on the Consolidated Balance Sheet and Profit and Loss Account (Contd.)
The financial statements have been prepared on a going concern basis on the assumption that
funds shall be made available by the shareholder at least over the next twelve months to enable
the company to continue its operation.The directors consider it appropriate to prepare the
financial statement on this basis
4 Trent Hypermarket Limited
1 Consequent to definitive agreements regarding investment in Company by Tesco Overseas
Investment Limited (‘TOIL’), During the year TOIL has subscribed to equity shares of Company &
also purchased additional equity shares of Company from Trent limited resulting in the Company
becoming a 50:50 Joint Venture of Trent Limited & TOIL.
During the year, the Company has acquired 420,816,667 Equity shares of ` 10 each of Tesco
Hindustan Wholesailing Private Limited ( THWPL) through share purchase agreement with Tesco
Mauritius Holdings Ltd. As a result, THWPL has became wholly owned subsidiary of the Company.
During the year,the Company has acquired 10,94,229 Equity shares of ` 10 each and 1,89,89,110
Debentures of ` 10 each of Virtuous Shopping Centres Limited ( VSCL) from Trent Limited. As
a result , VSCL became wholly owned subsidiary of the Company.
The Board of Directors of Company at its meeting held on 14th January 2015, has approved
a scheme of Amalgamation and Arrangement (The Scheme) of Tesco Hindustan Wholesailing
Private Limited (THWPL), Virtuous Shopping Centres Limited (VSCL) with the Company. The
appointed date for the merger is 1st February 2015. As THWPL and VSCL are wholly owned
subsidiaries of the Company, no shares of Company will be issued and alloted pursuant to
the proposed scheme. The scheme is subject to the requisite approval of the members and /
or creditors as may be directed by the Highcourts of Judicature at Karnataka and Bombay and
subject to all such requisite approvals from the relevent regulatory authorities and sanction of
the Highcourts of Judicature at Karnataka and Bombay. Accordingly no effect ot the scheme is
given in the accounts.
2 In view of continuous losses incurred by the company,as a matter of prudence,the Company has
written off the deferred tax asset created during previous years.
5 Trent Brands Limited
In respect of Deferred Tax Assets on unabsorbed depreciation,the same has been recognised till 31st
March 2014. As a matter of prudence, during the year company has written off deferred tax assets
already recognised.
4.15 Commission to the Non-Executive Directors - The Board of Directors have approved commission of
1% of profits for 2014-15 , computed as per the provisions of the Companies Act.
4.16 Previous year’s figures have been regrouped / reclassified wherever necessary.
Signatures to Notes 1-4
As per our Report attached.
For and on behalf of the Board,
For N.M.Raiji & Co,
Chartered Accountants
Registration No.108296W
Y.N.Thakkar
Partner
Membership No. 33329
Mumbai, 27th May 2015
164 TRENT ~ 63 ANNUAL REPORT
rd
N. N. Tata
M.M. SURTI
Company Secretary
H. Bhat
A. D. Cooper
P. VENKATESALU Z. S. Dubash
Chief Financial Officer B. Bhat
S. Singh
A. Sen
PHILIP AULD
}
Chairman
Directors
Managing Director
Trent Limited - Consolidated Cash Flow Statement for the year ended 31st March, 2015
Sl. No.
A
For the Year ended on March’15
PARTICULARS
` in Crores
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before Taxes and Exceptional Items
Adjustments for :
Depreciation
Impairment Loss
Provision for doubtful debts and bad debts written off
Share issue expenses
Interest (net)
(Profit)/Loss on Fixed Assets sold/discarded (Net)
(Profit)/Loss on sale of Investments
Income From Investments
Rent Equilisation Reserve
Unrealised foreign exchange gains
Excess provision no longer required written back
Expired Gift Vouchers and Credit Notes written back
Sundry credit balances written back
74.33
1.48
3.56
0.48
(9.95)
3.92
(60.02)
(0.13)
(0.13)
1.27
(8.79)
(1.13)
(1.82)
Exceptional item
Operating Profit Before Working Capital Changes
Adjustments for :
(Increase)/Decrease in Inventories
(Increase)/Decrease in Trade & Other Receivables
(Increase)/Decrease in Non Current Assets
Increase/(Decrease) in Trade & Other Payables
Increase/(Decrease) in Non Current Liabilities
B
C
D
` in Crores
(3.03)
(18.67)
(36.76)
(5.53)
2.74
Cash generated from operations
Direct Taxes Paid
Net Cash from Operating Activities
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets
Sale of Fixed Assets
Purchase of Investments
Sale of Investments
Loans given
Repayment of Loans given
Profit on Investments in Certificate of Deposits
Interest received
Merger Expenses
Dividend from Investments
Net cash from Investing Activities
CASH FLOW FROM FINANCING ACTIVITIES
Issue of securities
Redemption of Securities (Including Premium)
Issue expenses on securities
Unclaimed Securities application money
Long Term & Other borrowings
Repayment of Long Term & Other borrowings
Interest Paid
Dividend Paid
(157.98)
2.44
(2,738.92)
2,521.20
(42.90)
90.35
21.66
0.13
For the Year ended on
March’14
` in Crores
84.33
4.08
3.07
(22.82)
64.58
53.62
4.96
(8.45)
7.24
(29.19)
(0.15)
(0.35)
1.99
(4.54)
(1.35)
23.78
4.25
32.11
(61.25)
3.33
(13.43)
(10.10)
(25.35)
(8.29)
(13.80)
(14.17)
7.22
(54.39)
(22.28)
(23.35)
(45.63)
(304.02)
(136.14)
0.48
(855.55)
876.72
(130.50)
177.66
0.59
17.52
(0.17)
0.15
(49.24)
350.00
(1.05)
(0.03)
(0.88)
(11.01)
(27.16)
(7.00)
(0.01)
(0.16)
(3.84)
(12.31)
Net cash from Financing Activities
EFFECT OF EXCHANGE FLUCTUATION ON TRANSLATION RESERVE
(Full Figure for 2014-15 Rs 36210)
NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C+D)
CASH AND CASH EQUIVALENTS AS AT 01.04.2014 (Refer Note 1.18, Page 143)
Add : Cash and Cash Equivalents taken over on Acquisition
Less : Cash balance adjusted on conversion of Subsidiary in to Joint venture (Refer Note
4.12, Page 162)
CASH AND CASH EQUIVALENTS AS AT 31.03.2015 (Refer Note 1.18, Page 143)
309.87
0.00
(27.16)
(50.48)
0.01
(4.25)
61.93
0.06
(145.34)
206.51
0.76
(2.24)
55.50
61.93
Notes: i) All figures in brackets are outflows
ii) Previous year’s figures have been regrouped wherever necessary
For and on behalf of the Board,
As per our Report attached.
For N.M.Raiji & Co,
Chartered Accountants
Registration No.108296W
Y.N.Thakkar
Partner
Membership No. 33329
Mumbai, 27th May 2015
N. N. Tata
M.M. SURTI
Company Secretary
P. VENKATESALU
Chief Financial Officer
H. Bhat
A. D. Cooper
Z. S. Dubash
B. Bhat
S. Singh
A. Sen
PHILIP AULD
}
Chairman
Directors
Managing Director
TRENT ~ 63 ANNUAL REPORT
rd
165
166 TRENT ~ 63 ANNUAL REPORT
rd
Trent
Hypermarket
Limited**
Trent Global
Holdings
Limited #
Westland Limited
Landmark E-Tail
Limited
Virtuous Shopping
Centres Limited****
17.17
24.01
22.65
3.79
3.68
- (174.69)
(3.82)
(3.73)
(15.74)
(10.77)
(12.04)
(7.19)
1.90
0.89
0.07
(17.81)
(0.00)
- (26,429.00)
42.51
45.32
17.52
13.84
11.12
11.39
373.87
0.10
0.18
17.31
18.48
12.09
13.31
62.23
80.29
0.58
33.45
0.10
52.36
55.36
32.86
28.72
11.12
11.39
415.79
0.10
0.18
17.31
18.86
12.90
13.73
67.84
80.29
0.58
33.45
0.10
9.85
10.04
15.33
14.88
41.92
0.38
0.81
0.42
5.61
For the year
For the year
For the year
For the year
For the year
For the year
For the year
For the year
For the year
For the year
For the year
ended
ended
ended
ended
ended
ended
ended
ended
ended
ended
ended
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
March, March, March, March, March, March, March, March, March, March, March, March, March, March, March,
March,
March, March, March, March, March,
March,
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores
1.97
3.39
42.83
30.99
3.61
3.61
820.76
15.19
19.63
1.76
3.07
5.64
0.31
144.96
-
15.99
Nahar Retail
Trading Services
Limited
Turnover *
Profit/(Loss)
Before Tax
(0.60)
(2.41)
2.39
0.04
0.16
0.59
(69.79)
(0.09)
(0.11)
(4.88)
(3.98)
(4.85)
(5.25)
(0.12)
(0.31)
(17.81)
(0.00)
(Full Figure
in Rs)
(26,429.00)
Provision For
Taxation
0.58
(1.70)
0.76
(0.09)
0.05
0.17
(0.49)
0.03
(0.00)
(Full figure
in Rs)
(5,066.84)
Excess/(Short)
Provision For
Prior Years
(Net)
Net Profit/(Loss)
(1.17)
(0.71)
1.63
0.14
0.11
0.42
(69.30)
(0.09)
(0.11)
(4.91)
(3.98)
(4.85)
(5.25)
(0.12)
(0.31)
(17.81)
(0.00)
(Full figure
in Rs)
(26,429.00)
Interim
Dividend
Percentage
(Equity)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Amount (Equity
Dividend)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Proposed
Dividend
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
% of
Shareholding
100.00% 100.00% 89.88% 89.88% 100.00% 100.00%
100.00% 100.00% 100.00% 96.64% 96.64% 100.00% 100.00%
100.00%
100.00%
51.00% 100.00%
100.00%
*
Represents income from operation and other income
**
During the year TOIL(Tesco Overseas Investment Limited) has subscribed to equity shares of Trent Hypermarket Limited & also purchased additional equity shares of Company from Trent Limited resulting in the Trent Hypermarket Limited becoming a
50:50 Joint Venture of Trent Limited & TOIL.
*** Total Assets does not includes Investment
**** During the year,Trent Hypermarket Limited has acquired 10,94,229 Equity shares of ` 10 each and 1,89,89,110 Debentures of ` 10 each of Virtuous Shopping Centres Limited ( VSCL) from Trent Limited. As a result,VSCL became wholly owned subsidiary
of the Trent Hypermarket Limited.
***** Subsidiary of Westland Limited upto 31st December 2014
#
The closing exchange rate as on 31st March 2015 was USD= INR 62.5908. Trent Global holding Limited is yet to commence operation.
Previous years figures have been regrouped / reclassified wherever necessary.
Total Assets***
Total Liabilities
Investment
Capital
Reserves and
Surplus
Fiora Services
Limited
Commonwealth
Duckbill Books
Fiora Hypermarket
Developers
& Publication
Limited
Private
Limited *****
Limited****
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
31st
March, March, March, March, March, March, March, March, March, March, March, March, March, March, March,
March,
March, March, March, March, March,
March,
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores in crores
33.15
3.25
1.52
1.52
0.20
0.20
222.71
3.55
3.55
18.22
13.28
24.39
19.83
3.28
0.11
0.26
45.04
0.05
Trent Brands
Limited
Annexure A
Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing Salient Features of Financial statements of Subsidiaries/Joint Ventures/Associates
Part “A”: Subsidiaries
Part “B” : Associates and Joint Ventures
Statement pursunt to section 129 (3) of the Companies Act, 2013 related to Associate Companies
and Joint Ventures.
Name of Assoclates/Joint Ventures
1. Latest audited Balance Sheet Date
2. Shares of Associate/Jolnt Ventures
held by the company on the year
end (No.)
Amount of Investment in
Associates/Joint Venture (` In
crores )
Extend of Holding %
3. Description of how there is
significant influence (Refer note 2
below)
4. Reason why the assoclate/joint
venture is not consolidated
5. Networth attributable to
Shareholding as per latest audited
Balance Sheet (` In Crores )
6. Profit / Loss for the year
i. Considered in Consolidation
(` In Crores)
Inditex Trent Retail india Pvt
Ltd.
For Period
ended on
Mar’15
31-03-2015
Trent
Hypermarket
Limited*
For Period
For Period
ended on
ended on
Mar’14
Mar’15
31-03-2014
31-03-2015
Massimo
Dutti**
For Period
ended on
Mar’15
31-03-2015
317520
317520
73417519
2450
31.75
31.75
405.00
0.245
49.00%
49.00%
50.00%
49.00%
N.A
N.A
N.A
N.A
133.88
97.55
405.96
0.02
36.33
14.67
(47.78)
“0.00
(Full Figure
` 47758)”
“0.00
(Full Figure
` 49707)”
ii. Not Considered in
Consolidation
37.81
15.27
(36.52)
(` In Crores)
Note:
1. During the year TOIL(Tesco Overseas Investment Limited) has subscribed to equity shares of Trent
Hypermarket Limited & also purchased additional equity shares of Company from Trent limited
resulting in the Trent Hypermarket Limited becoming a 50:50 Joint Venture of Trent Limited & TOIL.
2. There is significant influence due to percentage (%) of share capital.
* Considered Consolidated financial
** Massimo Dutti India Pvt. Ltd. is yet to commence operations.
For and on behalf of the Board,
N. N. Tata
M.M. SURTI
Company Secretary
H. Bhat
A. D. Cooper
P. VENKATESALU Z. S. Dubash
Chief Financial Officer B. Bhat
S. Singh
A. Sen
PHILIP AULD
}
Chairman
Directors
Managing Director
TRENT ~ 63rd ANNUAL REPORT
167
Details of Investments-subsidiary-Trent Brands Limited
Non Current Investment
Particulars
Balance as on 31.03.2015
Balance as on 31.3.2014
No. of
`
No. of Shares/
`
Shares / Units (in Crores)
Units
(in Crores)
Non Current Investment
Long term Trade Investments at Cost
(unquoted and fully paid unless otherwise
stated)
(a) Investments in Equity instruments
In Subsidiary Companies(including
Fellow Subsidiary Company)
Fiora Services Limited-(Equity shares of
` 100/- each )
1,36,530
8.55
1,36,530
8.55
Total Investments in Equity
8.55
8.55
Instruments of Subsidiaries
8.55
8.55
Total Long term Trade Investments
Long term Non Trade Investments at Cost
(Face Value Rs 10/- each, quoted and fully
paid unless otherwise stated)
(a) Investments in Equity instruments
B F Utilities Ltd(Equity shares of ` 5/each )
800
0.02
B F Investments Ltd.(Equity shares of ` 5/each )
800
0.17
Indus Fila ltd.
392
0.01
Jai Corp Ltd.(Equity shares of ` 1/- each )
5,000
0.52
Sasken Communication Technologies Ltd.
7,900
0.39
Take Solutions Ltd(Equity shares of ` 1/72,927
0.76
each)
Tata Investment Corporation Ltd.
19,800
0.45
19,800
0.45
Venus Remidies Ltd
9,599
0.37
0.31
Videocon Industries Ltd.
5,990
Total Investments in Equity
0.45
2.99
Instruments
Total Long term Non Trade Investments
0.45
2.99
1.50
Less: Provision for diminution
0.45
1.49
Total Long term Non Trade Investments
9.00
10.04
Total Non Current Investments
Aggregate book value of Investments
Unquoted
8.55
8.55
Quoted [ Market value ` 1.14 Crores (20132014: ` 1.71 Crores)]
0.45
1.49
9.00
10.04
168 TRENT ~ 63 ANNUAL REPORT
rd
Details of Investments-subsidiary-Trent Brands Limited
CURRENT INVESTMENTS
Balance as on 31.03.2015
Particulars
No. of
`
Shares/Units (in Crores)
Investments in Mutual funds(unquoted
and fully paid unless otherwise stated)
85.00
Tata Liquid SHIP Appreciation
3328.11
85.00
Total Current Investment
Aggregate book value of Investments
85.00
Unquoted
85.00
Total
Balance as on 31.03.2014
No. of
`
Shares/Units
(in Crores)
-
-
Details of Investments-subsidiary-Fiora Services Limited
Non-Current Investments
Particulars
Long Term Trade (unquoted and
fully paid unless otherwise
stated)
Investments in Equity Shares:
Tata International Limited
Total Investments in Equity
Instruments
Total Non current investments
AGGREGATE BOOK VALUE OF
INVESTMENTS
Quoted (Market Value: ` Nil; 2013-14
` Nil )
Unquoted
As at 31.03.2015
No. of
`
shares/ units
(in Crores)
3,000
10.94
As at 31.03.2014
No. of shares/
`
units
(in Crores)
3,000
10.94
10.94
10.94
10.94
10.94
-
-
10.94
10.94
10.94
10.94
As at 31.03.2015
No. of
`
shares/ units
(in Crores)
As at 31.03.2014
No. of shares/
`
units
(in Crores)
Current Investments
Particulars
Non-trade Investment in Mutual
Funds:
(unquoted and fully paid unless
otherwise stated)
Birla Sunlife Cash Plus Inst.Prm.
Growth
Total current investments
AGGREGATE BOOK VALUE OF
INVESTMENTS
Quoted
Unquoted
2,04,219
4.39
4.39
4.39
4.39
1,92,103
3.94
3.94
3.94
3.94
TRENT ~ 63rd ANNUAL REPORT
169
Details of Investments-subsidiary-Trent Hypermarket Limited
As at
31st March
2015*
Particulars
No. of
`
Shares/
(in Crores)
Units
Trade Investments- Long Term
a) Investment in Equity instruments (unquoted
& fully paid)
Others
Trent Retail Services Limited
Equity Shares of ` 100 each fully paid
(Full figure for current year ` 19,900/-)
Investment in subsidiary
Virtuous Shopping Centres Limited
Equity Shares of ` 10/- each fully paid
b) Investment in Debentures
Investment in subsidiary
Virtuous Shopping Centres Limited
10% Optionally Convertible Debentures (OCD)
Total Investment
Aggregate Book Value of Investment
Quoted
Unquoted
As at
31st March
2014
No. of
`
Shares/
(in Crores)
Units
995.00
0.00
21,87,796
3.95
3,79,66,840
37.97
-
41.92
-
41.92
41.92
* During the year TOIL(Tesco Overseas Investment Limited) has subscribed to equity shares of Trent
Hypermarket Limited & also purchased additional equity shares of Company from Trent limited
resulting in the Trent Hypermarket Limited becoming a 50:50 Joint Venture of Trent Limited & TOIL.
170 TRENT ~ 63 ANNUAL REPORT
rd
Notes
TRENT ~ 63rd ANNUAL REPORT
171
Notes
172 TRENT ~ 63 ANNUAL REPORT
rd
To,
TSR Darashaw Ltd.
Unit: Trent Limited
6-10 Haji Moosa Patrawala Industrial Estate,
20 Dr. E. Moses Road, Mahalaxmi,
Mumbai 400 011.
Updation of Shareholder Information
I/ We request you to record the following information against our Folio No.:
General Information:
Folio No.:
Name of the first named Shareholder:
PAN: *
CIN/ Registration No.: *
(applicable to Corporate Shareholders)
Tel No. with STD Code:
#
Mobile No.:
Email Id:
*Self attested copy of the document(s) enclosed
Bank Details:
IFSC:
(11 digit)
MICR:
(9 digit)
Bank A/c Type:
Bank A/c No.: *
Name of the Bank:
Bank Branch Address:
* A blank cancelled cheque is enclosed to enable verification of bank details
I/ We hereby declare that the particulars given above are correct and complete. If the transaction is delayed because of incomplete or
incorrect information, I/ We would not hold the Company/ RTA responsible. I/ We undertake to inform any subsequent changes in the
above particulars as and when the changes take place. I/ We understand that the above details shall be maintained by you till I/We hold
the securities under the above mentioned Folio No./ beneficiary account.
Place:
Signature of Sole/ First holder
Date:
TRENT ~ 63rd ANNUAL REPORT
173
174 TRENT ~ 63 ANNUAL REPORT
rd
Corporate Identity No. (CIN) L24240MH1952PLC008951
Registered Office: Bombay House, 24, Homi Mody Street, Mumbai - 400 001
Tel: (91-22) 6700 9000, Fax: (91-22) 6700 8100 E-mail: investor.relations@trent-tata.com Website: www.mywestside.com
ATTENDANCE SLIP
63 ANNUAL GENERAL MEETING ON FRIDAY, 7TH AUGUST, 2015 AT 11.00 A.M.
RD
at Rangaswar Auditorium, Y. B. Chavan Centre, 4th Floor, General Jagannath Bhosale Marg, Nariman Point, Mumbai - 400 021
Registered Folio. No. ............................................................................
DP ID. No*......................................................
Client ID* .............................................................................................
Name of the Member ....................................................................................................................
Signature..................................................................................................................................
Name of the Proxy holder ............................................................................................................
Signature..................................................................................................................................
* Applicable for Members holding shares in electronic form.
1. Only Member/ Proxy holder can attended the meeting.
2. Member/ Proxy holder should bring his/ her copy of the Annual Report for reference at the Meeting.
Corporate Identity No. (CIN) L24240MH1952PLC008951
Registered Office: Bombay House, 24, Homi Mody Street, Mumbai - 400 001
Tel: (91-22) 6700 9000, Fax: (91-22) 6700 8100 E-mail: investor.relations@trent-tata.com Website: www.mywestside.com
PROXY FORM
#
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of The Companies (Management and Administration) Rules, 2014]
Name of the Member(s)
:
Registered Address
:
E-mail Id
:
Folio No./ DP ID-Client ID No.
:
I/ We, being the Member(s) of .................................................. shares of the above named Company, hereby appoint:
(1) Name: ____________________________ Address: ____________________________________________________________________________________________
E-mail Id: ________________________________ Signature: ______________________________________or failing him;
(2) Name: ____________________________ Address: ___________________________________________________________________________________________
E-mail Id:________________________________ Signature: ______________________________________or failing him;
(3) Name: ____________________________ Address: ___________________________________________________________________________________________
E-mail Id: ________________________________ Signature: ______________________________________
as my/ our Proxy to attend and vote (on a poll) for me/ us and on my/ our behalf at the SIXTY-THIRD ANNUAL GENERAL MEETING of the Company, to be held on Friday, the
7th August, 2015 at 11.00 a.m. at Rangaswar Auditorium, Y. B. Chavan Centre, 4th Floor, General Jagannath Bhosale Marg, Nariman Point, Mumbai - 400 021 and at any
adjournment thereof in respect of the following resolutions:
Resolution
Resolution
No.
Ordinary Business
1.
a. Adoption of the Audited Financial Statements of the Company for the financial year ended 31st March 2015, together with the Reports of the Board of
Directors and the Auditors thereon
b. Adoption of the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March 2015, together with the Report of
the Auditors thereon
2.
Declaration of dividend on the Equity Shares for the year ended 31st March 2015
3.
Re-appointment of Mr. H. Bhat as a Director
4.
Ratification of appointment of Auditors
Special Business
5.
Appointment of Ms. S. Singh as an Independent Director
6.
Appointment of Mr. A. Sen as an Independent Director
7.
Appointment of Mr. P. Auld as a Director of the Company
8.
Appointment of Mr. P. Venkatesalu as a Director of the Company
9.
Appointment of Mr. P. Venkatesalu as an Executive Director of the Company
10.
Offer or invitation to subscribe to Non-Convertible Debentures on a private placement basis
Signed this ______________________________________ day of ____________________________________ 2015
Signature of Shareholder: _______________________________________
Signature of Proxy holder: _______________________________
Affix
Revenue
Stamp
NOTES:
1.
2.
This form of Proxy, in order to be effective, should be duly completed and deposited at the Registered Office of the Company, at Bombay House, 24, Homi Mody Street,
Mumbai - 400 001, not less than FORTY-EIGHT (48) HOURS before the commencement of the Meeting.
Those Members who have multiple folios with different jointholders may use copies of this Attendance slip/ Proxy.
TRENT ~ 63rd ANNUAL REPORT
175
176 TRENT ~ 63 ANNUAL REPORT
rd
SM Enterprises 4005 6869
NOTICE
NOTICE is hereby given that the SIXTY THIRD ANNUAL GENERAL MEETING of TRENT LIMITED will be held at Rangaswar
Auditorium, Y. B. Chavan Centre, 4th Floor, General Jagannath Bhosale Marg, Nariman Point, Mumbai – 400 021 on Friday,
7th August 2015 at 11.00 a.m., to transact the following business:
Ordinary Business
1. To receive, consider and adopt:
a. the Audited Financial Statements of the Company for the financial year ended 31st March 2015, together with the
Reports of the Board of Directors and the Auditors thereon; and
b. the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March 2015, together
with the Report of the Auditors thereon.
2. To declare a dividend on the Equity Shares for the financial year ended 31st March 2015.
3. To appoint a Director in place of Mr. H. Bhat (DIN 00478198), who retires by rotation and being eligible offers himself for
re-appointment.
4. Ratification of Appointment of Auditors
To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED that pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies
Act, 2013 and the Rules framed thereunder, as amended from time to time, the Company hereby ratifies the appointment
of M/s. N.M. Raiji & Co., Chartered Accountants (Firm Registration No.108296W), as Auditors of the Company to hold office
from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company to be held
in the year 2016 to examine and audit the accounts of the Company for the Financial Year 2015-16 on such remuneration,
as may be mutually agreed between the Audit Committee/ Board of Directors of the Company and the Auditors.”
Special Business
5. Appointment of Ms. S. Singh as an Independent Director
To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:
“RESOLVED THAT Ms. S. Singh (DIN 07108778) who was appointed by the Board of Directors as an Additional Director of
the Company with effect from 3rd March 2015 and who holds office up to the date of this Annual General Meeting of the
Company in terms of Section 161 of the Companies Act, 2013 (“Act”) but who is eligible for appointment and has consented
to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member
under Section 160 of the Act proposing her candidature for the office of a Director of the Company, be and is hereby
appointed a Director of the Company.”
“RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the
Act and the Rules framed there under read with Schedule IV to the Act, as amended from time to time and Clause 49 of the
Listing Agreements, Ms. S. Singh, who has submitted a declaration that she meets the criteria for independence as provided
in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of
the Company, not liable to retire by rotation for a term commencing with effect from 3rd March 2015 to 2nd March 2017.”
6. Appointment of Mr. A. Sen as an Independent Director
To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:
“RESOLVED THAT Mr. A. Sen (DIN 00002593) who was appointed by the Board of Directors as an Additional Director of the
Company with effect from 27th May 2015 and who holds office up to the date of this Annual General Meeting of the Company
in terms of Section 161 of the Companies Act, 2013 (“Act”) but who is eligible for appointment and has consented to act
as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under
Section 160 of the Act proposing his candidature for the office of a Director of the Company, be and is hereby appointed
a Director of the Company.”
“RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the
Act and the Rules framed there under read with Schedule IV to the Act, as amended from time to time and Clause 49 of the
Listing Agreements, Mr. A. Sen, who has submitted a declaration that he meets the criteria for independence as provided
in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of
the Company, not liable to retire by rotation for a term commencing with effect from 27th May 2015 to 26th May 2017.”
1
7. Appointment of Mr. P. Auld as a Director of the Company
To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:
“RESOLVED THAT Mr. P. Auld (DIN 03543080), who was appointed by the Board of Directors as an Additional Director of
the Company with effect from 4th November 2014 and who holds office upto the date of this Annual General Meeting
of the Company in terms of Section 161 of the Companies Act, 2013 (“Act”) but who is eligible for appointment and in
respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing his
candidature for the office of a Director of the Company, be and is hereby appointed a Director of the Company whose office
shall be liable to retirement by rotation.”
8. Appointment of Mr. P. Venkatesalu as a Director of the Company
To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:
“RESOLVED THAT Mr. P. Venkatesalu (DIN 02190892), who was appointed by the Board of Directors as an Additional Director
of the Company with effect from 1st June 2015 and who holds office upto the date of this Annual General Meeting of the
Company in terms of Section 161 of the Companies Act, 2013 (“Act”) but who is eligible for appointment and in respect of
whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing his candidature
for the office of a Director of the Company, be and is hereby appointed a Director of the Company whose office shall be
liable to retirement by rotation.”
9. Appointment of Mr. P. Venkatesalu as an Executive Director of the Company
To consider and, if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197 and other applicable provisions, if any, of the Companies
Act, 2013 (“Act”) read with Schedule V to the Act and the Rules made thereunder, including any statutory modification
thereof, or any other law and subject to the approval of the Central Government, such other consent(s), approval(s) and
permission(s) as may be necessary in this regard and subject to such conditions as may be imposed by any authority while
granting such consent(s), approval(s) and permission(s) and as agreed to by the Board of Directors (hereinafter referred to
as the Board, which term shall unless repugnant to the context or meaning thereof, be deemed to include any committee
thereof or any person authorized by the Board in this behalf ), the Company hereby approves the appointment and the
terms of remuneration of Mr. P. Venkatesalu as an Executive Director of the Company with effect from 1st June 2015 for a
period of 3 years i.e. from 1st June 2015 to 31st May 2018 on the terms and conditions set out in the Explanatory Statement
annexed to this Notice (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial
year during the tenure of his appointment), as approved by the Nomination and Remuneration Committee, with liberty to
the Board to alter and vary the terms and conditions of the said appointment and/ or remuneration, in such manner as may
be agreed to by the Board and Mr. Venkatesalu.
RESOLVED FURTHER THAT the Board be and is hereby authorized to take such steps as may be necessary for obtaining
necessary approvals - statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and
incidental thereto and to sign and execute deeds, applications, documents and writings that may be required, on behalf of
the Company and generally to do all such other acts, deeds, matters and things as may be necessary, proper, expedient or
incidental for giving effect to this Resolution.”
10. Offer or invitation to subscribe to Non-Convertible Debentures on a private placement basis
To consider and, if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 42 and 71 and all other applicable provisions of the Companies Act,
2013 read with the Rules framed thereunder (including any statutory modification(s) thereof, for the time being in force),
such other laws as may be applicable and subject to the provisions of the Articles of Association of the Company, consent
of the Company be and is here by accorded to the Board of Directors of the Company (hereinafter referred to as the Board,
which term shall unless repugnant to the context or meaning thereof, be deemed to include any committee thereof or any
person authorized by the Board in this behalf ) for making one or more offer(s) or invitation(s) on a private placement basis
to subscribe to Non- Convertible Debentures (“NCDs”) in one or more series/tranches, during a period of one year from
the date of passing this resolution, upto an amount not exceeding `300 crores, on such terms and conditions as the Board
may, from time to time, determine and consider proper and most beneficial to the Company including as to when the said
Debentures be issued, the consideration for the issue, utilization of the issue proceeds and all matters connected with or
incidental thereto.
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as may be
deemed necessary to give effect to this Resolution.”
2
NOTES:
[a] The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”), in respect of the business under
Item No. 4 to 10 set out above and details under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, in
respect of Directors seeking appointment/ re-appointment at the Annual General Meeting are annexed hereto.
[b] A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD
OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A MEMBER. Proxies, in order to be effective, must be received at the
Company’s Registered Office not less than 48 hours before the meeting. Proxies submitted on behalf of limited companies,
societies, etc., must be supported by appropriate resolutions / authority, as applicable. A person can act as proxy on behalf
of Members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company.
In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company
carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.
[c] The Register of Members and Share Transfer Books of the Company will be closed from Wednesday, 29th July 2015 to Friday,
31st July 2015 (both days inclusive). If the dividend on equity shares, as recommended by the Board of Directors, is approved
at the Annual General Meeting, such dividend will be paid on or after Wednesday, 12th August 2015, to those members
whose names appear on the Register of Members on 31st July 2015 after giving effect to valid transfers in respect of transfer
requests lodged with the Company on or before the close of business hours on 28th July 2015. In respect of shares held
through the depositories, dividend will be paid on the aforesaid date to the beneficial owners of shares whose names
appear at the close of business hours on 28th July 2015 as per details furnished by the depositories for this purpose.
[d] Shareholders who have not yet encashed their dividend warrant(s) for the financial year ended 31st March 2008 or any
subsequent financial years, are requested to make their claim to the Registrar and Transfer Agents of the Company. Pursuant
to Sections 205A and 205C and other applicable provisions, if any, of the Companies Act 1956, all unclaimed / unpaid
dividends remaining unpaid or unclaimed for a period of seven years from the date they became due for payment, have
been transferred to the Investor Education and Protection Fund (“IEPF”) established by the Central Government. However,
for the amount of dividend so transferred, no claims shall lie against the Company or the said IEPF.
[e] Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details,
National Electronic Clearing Service (“NECS”), Electronic Clearing Service (“ECS”), mandates, nominations, power of attorney,
change of address, change of name and email address, etc., to their Depository Participant only and not to the Company’s
Registrars and Transfer Agents, TSR Darashaw Limited (“TSRDL”). Changes intimated to the Depository Participant will then
be automatically reflected in the Company’s records which will help the Company and TSRDL to provide efficient and better
Services. Members holding shares in physical form are requested to intimate such changes to TSRDL.
[f ] Payment of dividend through electronic mode (NECS) has the following advantages:
• Shareholder need not make frequent visits to his bank for depositing the physical warrants.
• Prompt credit to the bank account of the shareholder through electronic clearing.
• Fraudulent encashment of warrant is avoided.
• Delay / loss in postal transit is avoided.
Reserve Bank of India has initiated Electronic Clearing Service (“ECS”) for credit of dividend directly to the bank account
of Members. We would also like to draw your attention to Circular no. CIR/MRD/DP/10/2013 dated 21st March 2013 issued
by Securities and Exchange Board of India to all listed companies, depositories, etc. to update bank details of shareholders
holding shares in demat mode and / or physical mode, to enable usage of electronic mode of remittance i.e. ECS, NEFT, etc.
for distributing dividends and other cash benefits to the shareholders.
Members are requested to register their Bank Account Details (Core Banking Solutions enabled account number and 9 digit
MICR code), in respect of shares held in dematerialized form with their respective Depository Participants and in respect of
shares held in physical form with the Company’s Registrar and Transfer Agent, TSRDL.
[g] Benefits of Dematerialization:
Shares held in dematerialized form have several advantages like immediate transfer of shares, faster settlement cycle, faster
disbursement of non-cash corporate benefits like rights, etc., lower brokerage, ease in portfolio monitoring, etc. Besides,
risks associated with physical certificates such as forged transfer, fake certificates, bad deliveries, loss of certificates in transit,
get eliminated.
Since there are several benefits arising from dematerialization, we sincerely urge you to dematerialize your shares at the
earliest, if you are still holding the shares in physical form.
[h] Members desiring any information as regards the Accounts are requested to write to the Company at an early date so as
to enable the Management to keep the information ready at the meeting. As a cost control measure, copies of the Annual
Report will not be distributed at the Annual General Meeting.
[i] The Notice of the AGM along with the Annual Report 2014-15 is being sent by electronic mode to those Members whose
e-mail addresses are registered with the Company/ Depositories, unless any member has requested for a physical copy of
the same. For other Members, physical copies are being sent.
3
[j]
[k]
A.
B.
C.
4
To support “Green Initiative”, Members who have not registered their email addresses are requested to register the same
with the Company’s Share Registrars and Transfer Agents/ their Depository Participants, in respect of shares held in physical/
electronic mode respectively.
Updation of Members’ Details:
The format of the Register of Members prescribed by the Ministry of Corporate Affairs under the Companies Act, 2013
requires the Company/ Share Registrars and Transfer Agents to record additional details of Members, including their PAN
details, email address, bank details for payment of dividend, etc. A form for capturing the additional details is appended in
the Annual Report. Members holding shares in physical form are requested to submit the filled in form to the Company or
its Share Registrars and Transfer Agents. Members holding shares in electronic form are requested to submit the details to
their respective Depository Participants.
In compliance with the provisions of Section 108 of the Act and the Rules framed thereunder, and Clause 35B of the Listing
Agreement, the Members are provided with the facility to cast their vote electronically, through the e-voting services
provided by NSDL, on all resolutions set forth in this Notice.
The instructions for remote e-voting are as under:
In case a Member receives an e-mail from NSDL (for Members whose e-mail addresses are registered with the Company/
Depositories):
i. Open e-mail and also open PDF viz. “Trent e-voting.pdf” with your Client ID or Folio No. as password. The said PDF file
contains your user ID and password for e-voting. Please note that the password is an initial password.
ii. Open the internet browser by typing the following URL: https://www.evoting.nsdl.com
iii. Click on “Shareholder – Login”.
iv. If you are already registered with NSDL for e-voting then you can use your existing user ID and password.
v. If you are logging in for the first time, please enter the user ID and password provided in the PDF file attached with the
e-mail as initial password.
vi. Password Change Menu will appear on your screen. Change the password with new password of your choice with
minimum 8 digits/ characters or combination thereof. Please note your new password. We strongly recommend that
you do not share your new password and take utmost care to keep your password confidential.
vii. Once the remote e-voting home page opens, click on remote e-voting> Active Voting Cycles.
viii. Select “EVEN” (E-Voting Event Number) of Trent Limited. Now you are ready for remote e-voting as Cast Vote page
opens.
ix. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted. Upon
confirmation, the message “Vote cast successfully” will be displayed.
x. Once the vote on the resolution is cast, the Member shall not be allowed to change it subsequently.
xi. Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are also required to send scanned copy (PDF/JPG
format) of the relevant Board Resolution/Authority letter, etc., together with attested specimen signature of the duly
authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail on trent.scrutinizer@gmail.com
with a copy marked to evoting@nsdl.co.in
xii. In case of any queries, you may refer the Frequently Asked Questions (FAQs) - Shareholders and e-voting user manual Shareholders, available at the downloads section of www.evoting.nsdl.com or call NSDL toll free no.- 1800-222-990.
In case a Member receives physical copy of the Notice of AGM:
i. User ID and initial password are provided in the enclosed ballot form.
ii. Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.
Other Instructions:
i. The remote e-voting period commences on Tuesday, 4th August 2015 (9.00 a.m. IST) and ends on Thursday, 6th August
2015 (5.00 p.m. IST). During this period, Members of the Company, holding shares either in physical form or in
dematerialized form, as on Friday, 31st July 2015 i.e. cut-off date, may cast their vote electronically. The e-voting module
shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he shall not be
allowed to change it subsequently.
ii. The facility for voting, either through electronic voting system or ballot or polling paper shall also be made available at
the meeting and Members attending the meeting who have not already cast their vote by remote e-voting or by ballot
form shall be able to exercise their right at the meeting.
iii. The Members who have cast their vote by remote e-voting or by ballot form prior to the meeting may also attend the
meeting but shall not be entitled to cast their vote again.
iv. The voting rights of members shall be in proportion to their shares in the paid up equity share capital of the Company
v.
vi.
vii.
viii.
ix.
x.
xi.
as on cut-off date i.e 31st July 2015. A person, whose name is recorded in the register of members or in the register
of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of
remote e-Voting, voting through ballot form, as well as voting at the meeting through ballot.
Mr. P.N. Parikh or failing him Mrs. Jigyasa N. Ved of M/s. Parikh & Associates, Practicing Company Secretaries, have been
appointed as the Scrutinizer to scrutinize the voting and remote e-voting process (including the Ballot Form received
from the Members who do not have access to the e-voting process) in a fair and transparent manner.
Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the Notice
and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.
co.in
However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and
password for casting your vote. If you forget your password, you can reset your password by using “Forgot User Details
/ Password” option available on www.evoting.nsdl.com or call NSDL toll free no.- 1800-222-990.
Members who do not have access to e-voting facility may send duly completed Ballot Form (enclosed with the Annual
Report) so as to reach the Scrutinizer at the Registered Office of the Company not later than 3rd August 2015. For this
purpose, a self- addressed prepaid envelope is also enclosed and postage will be paid by the Company, if posted in
India.
Members have the option to request for physical copy of the Ballot Form by sending an e-mail to investor.relations@
trent-tata.com by mentioning their Folio / DP ID and Client ID No. However, the duly completed Ballot Form should
reach the Registered Office of the Company not later than 3rd August 2015. Ballot Form received after this date will be
treated as invalid.
A Member can opt for only one mode of voting i.e. either through e-voting or by Ballot. If a Member casts votes by both
modes, then voting done through e-voting shall prevail and physical Ballot shall be treated as invalid.
The Scrutinizer shall, immediately after the conclusion of voting at the general meeting, count the votes cast at the
meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in
the employment of the Company and make, not later than three days of conclusion of the meeting, a consolidated
Scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in
writing who shall countersign the same.
The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.mywestside.
com and on the website of NSDL www.evoting.nsdl.com within two days of the passing of the resolutions at the Sixty
Third AGM of the Company on 7th August 2015 and communicated to the BSE Limited and National Stock Exchange of
India Limited, where the shares of the Company are listed.
By Order of the Board of Directors
Mumbai, 27th May 2015
Registered Office:
Bombay House, 24, Homi Mody Street, Mumbai - 400 001
Tel: 022-67009000
Email id - investor.relations@trent-tata.com Website - www.mywestside.com
Corporate Identification Number (CIN): L24240MH1952PLC008951
M. M. Surti
Company Secretary
EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013 (“ACT”)
The following Explanatory Statement sets out all material facts relating to the business mentioned under Item No. 4 to 10 in the
accompanying Notice dated 27th May 2015.
Item No. 4
This explanatory statement is provided though strictly not required as per Section 102 of the Act.
M/s. N.M. Raiji & Co., Chartered Accountants (Firm Registration No.108296W) were appointed as the statutory auditors of the
Company for a period of three years at the Annual General Meeting (AGM) of the Company held on 14th August 2014 to hold
office from the conclusion of Sixty Second AGM till the conclusion of Sixty Fifth AGM to be held in 2017.
As per provisions of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by members at
every AGM.
Accordingly, ratification of the members is being sought for the appointment of statutory auditors as per proposal contained in
the Resolution set out at item no. 4 of the Notice.
The Board commends the Resolution at Item No. 4 for approval by the Members. None of the Directors or Key Managerial Personnel
(KMP) or relatives of Directors and KMPs is concerned or interested in the Resolution at Item No. 4 of the accompanying Notice.
5
Item No. 5
The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed Ms. S. Singh as
an Additional Director as also an Independent Director, not being liable to retire by rotation, for a term of 2 (two) years i.e. from
3rd March 2015 to 2nd March 2017, subject to the approval of the Members.
As per Section 161(1) of the Act, Ms. Singh being an Additional Director, holds office upto the forthcoming Annual General
Meeting of the Company to be held on 7th August, 2015 and is eligible to be appointed a Director of the Company. The Company
has received a notice in writing from a Member of the Company alongwith the deposit of requisite amount under Section 160
of the Act proposing the candidature of Ms. Singh for the office of a Director of the Company. Ms. Singh has consented to act
as a Director of the Company.
In terms of Section 149 and other applicable provisions of the Act and as per the criteria set out under Clause 49 of the Listing
Agreements, Ms. Singh, is eligible to be appointed as an Independent Director of the Company and has given a declaration to
the Board that she meets the criteria of independence as provided under Section 149 (6) of the Act and under clause 49 of the
listing agreement.
Ms. Singh has an experience of over 27 years in marketing and sales. She has lead a variety of team roles in Lakme and thereafter
with Hindustan Lever and Unilever. She has also overseas experience with renowned companies like Nokia, Pepsi, Friesland
Foods, Heineken etc.
In the opinion of the Board, Ms. Singh fulfills the conditions specified in the Act and the Rules made there under for appointment
as an Independent Director and is independent of the management.
The terms and conditions of appointment of Ms. Singh shall be open for inspection at the Registered Office of the Company
during normal business hours on any working day of the Company.
In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Ms. Singh as an
Independent Director is now being placed before the Members in general meeting for their approval.
The Board recommends the resolution as set out at Item no.5 of the accompanying Notice for the approval by the Members of
the Company by way of an Ordinary Resolution.
Ms. Singh is concerned or interested in the Resolution mentioned at Item No.5 of the Notice relating to her own appointment.
Other than her, none of the other Directors, Key Managerial Personnel or their respective relatives are concerned or interested
in the Resolution mentioned at Item No.5 of the Notice.
Ms. Singh is not related to any other Director of the Company. The details of the director along with a brief resume is given in
the Annexure to the Notice.
Item No. 6
The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. A. Sen as an
Additional Director as also an Independent Director, not being liable to retire by rotation, for a term of 2 (two) years i.e. from
27th May 2015 to 26th May 2017, subject to the approval of the Members.
As per Section 161(1) of the Act, Mr. Sen being an Additional Director, holds office upto the forthcoming Annual General Meeting
of the Company to be held on 7th August, 2015 and is eligible to be appointed a Director of the Company. The Company has
received a notice in writing from a Member of the Company alongwith the deposit of requisite amount under Section 160 of the
Act proposing the candidature of Mr. Sen for the office of a Director of the Company. Mr. Sen has consented to act as a Director
of the Company.
In terms of Section 149 and other applicable provisions of the Act and as per the criteria set out under Clause 49 of the Listing
Agreements, Mr. Sen, is eligible to be appointed as an Independent Director of the Company and has given a declaration to
the Board that he meets the criteria of independence as provided under Section 149 (6) of the Act and under clause 49 of the
listing agreement.
Mr. Sen held the position of CFO, India Subcontinent Citigroup and was a Director of some of their associate Companies until his
retirement. Prior to that he held several other responsible positions with Tata Tea Ltd., RPG group, Citibank India and Ceat Ltd.
In the opinion of the Board, Mr. Sen fulfills the conditions specified in the Act and the Rules made there under for appointment
as an Independent Director and is independent of the management.
The terms and conditions of appointment of Mr. Sen shall be open for inspection at the Registered Office of the Company
during normal business hours on any working day of the Company.
In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Sen as an Independent
Director is now being placed before the Members in general meeting for their approval.
The Board recommends the resolution as set out at Item no.6 of the accompanying Notice for the approval by the Members of
the Company by way of an Ordinary Resolution.
6
Mr. Sen is concerned or interested in the Resolution mentioned at Item No.6 of the Notice relating to his own appointment.
Other than him, none of the other Directors, Key Managerial Personnel or their respective relatives are concerned or interested
in the Resolution mentioned at Item No.6 of the Notice.
Mr. Sen is not related to any other Director of the Company. The details of the director along with a brief resume is given in the
Annexure to the Notice.
Item No. 7
Mr. P. Auld was appointed as an Additional Director of the Company pursuant to Section 161(1) of the Act, from 4th November
2014. The Board had also appointed him as a Managing Director effective the same date, for a period of three years. The
Members have approved his appointment as the Managing Director by a Special Resolution passed through postal ballot in
December 2014.
As an Additional Director Mr. Auld holds office as Director upto the date of the forthcoming Annual General Meeting of the
Company and is eligible to be appointed a Director. A notice has been received from a Member pursuant to Section 160 of the
Act, as required, signifying his intention to propose Mr. Auld for appointment as a Director of the Company.
Mr. Auld has held the position of Chief Executive Officer and ‘Manager’ of the Company since May 2011. He has more than 30
years of international experience in the retail industry. His career spans several world-class organizations and marquee brands,
both in the UK and other European markets namely, Marks and Spencer, B&Q plc, Asda plc, Claudia Strater and M&S Mode
(Vendex KBB), Netherlands.
The Board considers it desirable that the Company should avail itself of the services of Mr. Auld and accordingly commends the
Resolution at Item No. 7 for acceptance by the Members.
Mr. Auld is deemed to be interested in Resolution at Item No. 7. Other than Mr. Auld, none of the other Directors, Key Managerial
Personnel or their respective relatives are concerned or interested in the Resolution mentioned at Item No. 7 of the Notice.
Mr. Auld is not related to any other Director of the Company. The details of the director along with a brief resume are given in
the Annexure to the Notice.
Item 8 and 9
The Board of Directors at its Meeting held on 27th May 2015, appointed Mr. P. Venkatesalu as an Additional Director of the
Company with effect from 1st June 2015, pursuant to the provisions of Section 161(1) of the Act and the Articles of Association
of the Company. At the said meeting, the Board has also appointed Mr. Venkatesalu as an Executive Director of the Company
(designated as Executive Director and Chief Financial Officer) for a period of three years with effect from 1st June 2015 pursuant
to the provisions of Sections 196, 197 and other applicable provisions, if any, of the Act read with Schedule V to the Act and the
Rules made thereunder on the terms and conditions as hereinafter indicated.
As an Additional Director Mr. Venkatesalu holds office as Director upto the date of the forthcoming Annual General Meeting of
the Company and is eligible to be appointed a Director. A notice has been received from a Member pursuant to Section 160 of
the Act, as required, signifying his intention to propose Mr. Venkatesalu for appointment as a Director of the Company.
Mr. Venkatesalu joined Tata Administrative Services in 2001 and was formerly with Tata Sons Limited as a part of the group
finance team. He has been with the Company for 7 years as Chief Financial Officer and headed the Finance & Accounts, Legal
and Secretarial Functions. He was also responsible for Strategy and Investment activities of the Company. He is also a Director
on several of the subsidiary and Joint Venture companies of the Company.
The appointment of Mr. Venkatesalu as an Executive Director and payment of remuneration to him is subject to the approval of
shareholders of the Company. Since his remuneration may exceed the prescribed limit as mentioned in the Act, his remuneration
is also subject to the approval of the Central Government.
The main terms and conditions relating to the appointment and remuneration of Mr. Venkatesalu as an Executive Director are
as follows:
A. Tenure of Agreement:
The appointment of the Executive Director is for a period of 3 years i.e. from 1st June 2015 to 31st May 2018.
B. Nature of Duties:
i) The Executive Director shall devote his whole time and attention to the business of the Company and carry out such
duties as may be entrusted to him by the Board of Directors, and exercise such powers as may be assigned to him,
subject to superintendence, control and directions of the Board of Directors in connection with and in the best interests
of the business of the Company and the business of any one or more of its associated companies and/or subsidiaries,
including performing duties as assigned by the Board of Directors from time to time by serving on the Board of Directors
of such associated companies and/or subsidiaries or any other executive body or any committee of such a company.
ii) The Executive Director shall not exceed the powers so delegated by the Board pursuant to clause B(i) above.
7
iii) The Executive Director undertakes to employ the best of his skill and ability to make his utmost endeavors to promote
the interests and welfare of the Company and to conform to and comply with the directions and regulations of the
Company and all such orders and directions as may be given to him from time to time by the Board of Directors.
C. Remuneration for a period of 3 years i.e. from 1st June 2015 to 31st May 2018
Remuneration
i) Salary:
Current Salary of `4,37,500 per month; Upto a maximum of `5,80,000 per month
The annual increments which will be effective 1st April each year, will be decided by the Board based on the
recommendation of the Nomination and Remuneration Committee (hereinafter called the “NRC”) and will be
performance-based and take into account the Company’s performance as well, within the said maximum amount.
ii) Benefits, Perquisites & Allowances:
Within the overall ceiling of 140% of the annual salary, Mr. Venkatesalu would be entitled to the following by way
of perquisites & allowances in such form and manner as the Board of Directors of the Company may decide: House
Rent and Maintenance Allowance, Telecommunication facility, Housing loan facility as per Rules of the Company,
Other perquisites and allowances (Medical allowance, Leave Travel Concession/Allowance, Other Allowances, Personal
Accident Insurance Premium, Annual club membership fees,etc.)
Mr. Venkatesalu would also be entitled to reimbursement of hospitalisation and major medical expenses incurred
as per Rules of the Company (this includes mediclaim insurance premium). Car facility as per Rules of the Company.
Contribution to Provident Fund and Gratuity as per the Rules of the Company. Leave and encashment of unavailed
leave as per the Rules of the Company.
iii) Performance Linked Bonus:
In addition to the Salary, Benefits, Perquisites and Allowances, Mr. Venkatesalu may be paid such remuneration by way
of annual performance linked bonus subject to a maximum of 110% of Salary. This performance linked bonus would be
payable subject to the achievement of certain performance criteria and such other parameters as may be considered
appropriate from time to time by the Board. An indicative list of factors that may be considered for determination of the
extent of the Performance Linked Bonus by the Board (supported by the NRC) are:
• Company performance on certain defined qualitative and quantitative parameters as may be decided by the Board
from time to time,
• Industry benchmarks of remuneration,
• Performance of the individual.
Minimum Remuneration
Notwithstanding anything to the contrary herein contained, where in any financial year during the currency of the tenure
of Mr. Venkatesalu, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of
Salary, Benefits, Perquisites and Allowances and Performance linked bonus as specified above, subject to further approvals
as required under Schedule V of the Act, or any modification(s) thereto.
D. Other terms of Appointment:
i) The Executive Director shall not become interested or otherwise concerned, directly or through his spouse and/or
children or any other member of the family, in any selling agency of the Company.
ii) The terms and conditions of the appointment of the Executive Director may be altered and varied from time to time by
the Board/its committee as it may, in its discretion, deem fit, irrespective of the limits stipulated under Schedule V to
the Act, or any amendments made hereinafter in this regard in such manner as may be agreed between the Board/its
committee and the Executive Director, subject to such approvals as may be required.
iii) Either party may terminate this agreement by giving to the other party three months’ notice of such termination or by
surrendering three months’ remuneration in lieu thereof.
iv) The employment of the Executive Director may be terminated by the Company without notice or payment in lieu of Notice:
(a) If the Executive Director is found guilty of any gross negligence, default or misconduct in connection with or
affecting the business of the Company or any subsidiary or associated company to which he is required to render
services; or
(b) In the event of any serious repeated or continuing breach (after prior warning) or non-observance by the Executive
Director of any of the stipulations contained in the agreement to be executed between the Company and the
Executive Director; or
(c) In the event the Board of Directors expresses its loss of confidence in the Executive Director.
v) In the event the Executive Director is not in a position to discharge his official duties due to any physical or mental
incapacity, the Board of Directors shall be entitled to terminate his contract on such terms as the Board of Directors may
consider appropriate in the circumstances.
8
vi) Upon the termination by whatever means of the Executive Director’s employment:
a) he shall immediately cease to hold offices held by him in subsidiaries and associate companies without claim for
compensation for loss of office; and return vacant possession of the Company’s premises occupied by him and/or
his family;
b) he shall not without the consent of the Company at any time thereafter represent himself as connected with the
Company or any of the subsidiaries and associated companies.
vii) All Personnel Policies of the Company and the related Rules, which are applicable to other employees of the Company,
shall also be applicable to the Executive Director, unless specifically provided otherwise.
viii) The terms and conditions of appointment of the Executive Director also include clauses pertaining to adherence with
the Tata Code of Conduct, intellectual property, non-competition, non-solicitation, no conflict of interest with the
Company and maintenance of confidentiality.
ix) If and when the Agreement expires or is terminated for any reason whatsoever, Mr. Venkatesalu will cease to be the
Executive Director, and also cease to be a Director. If at any time, Mr. Venkatesalu ceases to be a Director of the Company
for any reason whatsoever, he shall cease to be the Executive Director, and the Agreement shall forthwith terminate. If
at any time, Mr. Venkatesalu ceases to be in the employment of the Company for any reason whatsoever, he shall cease
to be a Director and the Executive Director of the Company.
In compliance with the provisions of Sections 196, 197 and other applicable provisions, if any, read with Schedule V to the
Act and Article 173 of the Articles of Association of the Company and subject to the approval of the Central Government, the
appointment and terms of remuneration of Mr. Venkatesalu as an Executive Director as specified above are now being placed
before the Members for their approval.
The Resolutions at Item No. 8 and 9 are recommended by the Board of Directors for approval by the Members. Mr. Venkatesalu
is deemed to be interested in aforesaid Resolutions. Other than Mr. Venkatesalu, none of the other Directors or Key Managerial
Personnel or their respective relatives are concerned or interested in the Resolution mentioned at Item No.8 and 9 of the Notice.
Mr. Venkatesalu is not related to any other Director of the Company. The details of the director along with a brief resume are
given in the Annexure to the Notice.
INFORMATION PURSUANT TO SCHEDULE V OF THE COMPANIES ACT, 2013
I. GENERAL INFORMATION
1) Nature of Industry:
The Company operates 86 Westside Stores, a private label fashion apparel format across the Country. The Company also
operates 5 Landmark Stores, engaged in retailing of books, music, toys etc.
2) Date or expected date of commencement of commercial production:
The Company was incorporated on 5th December 1952.
3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions
appearing in the prospectus:
Not applicable.
4) Financial performance based on given indicators:
Particulars
For the year ended
31.03.2015 (` in Crores)
1432.47
185.76
100.03
11.94
For the year ended
31.03.2014 (` in Crores)
1306.36
100.90
54.24
39.34
Gross Revenue
Earnings before interest, depreciation and tax
Profit after Tax
Profit as computed u/s 198 of the Act
5) Foreign investments or collaborations, if any:
The Company has invested US$ 8,00,000 in its wholly owned subsidiary, Trent Global Holdings Limited, Mauritius.
II. INFORMATION ABOUT THE APPOINTEE
1) Background details:
Mr. Venkatesalu joined Tata Administrative Services in 2001 and was formerly with Tata Sons Limited as a part of the
group finance team. He has been with the Company for 7 years as Chief Financial Officer and headed the Finance
& Accounts, Legal and Secretarial Functions. He was also responsible for Strategy and Investment activities of the
Company. He is also a Director on several of the subsidiary and Joint Venture companies of the Company. He is a
commerce graduate, has completed Masters in Management from Symbiosis, Pune and is also a CFA from the Institute
of Chartered Financial Analysts of India.
9
2) Past remuneration:
Mr. Venkatesalu’s total remuneration during the financial year 2014-15 was `171.47 lakhs.
3) Recognition or awards: N.A.
4) Job profile and his suitability:
Considering the qualifications, excellent background of Mr. Venkatesalu and the experience of over 13 years in the
finance function, he is well suited for the position of Executive Director of the Company.
5) Remuneration proposed:
Please refer page no. 8 of this Notice.
6) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person:
The remuneration proposed is commensurate with his experience and comparable to the standards in the Industry.
7) Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any:
Mr. Venkatesalu has no pecuniary relationship with the Company, other than his remuneration and is not related to any
managerial personnel.
III. OTHER INFORMATION
1) Reasons of loss or inadequate profits:
The retail industry is highly competitive and operates on relatively low margins. The intent is to aggressively pursue
growth in the medium term. The scale achieved through significant growth will be a key factor that would improve the
profitability of operations in due course. The proposed remuneration to be paid to Mr. Venkatesalu with effect from
1st June 2015 for a period of 3 years i.e. 1st June 2015 to 31st May 2018 may therefore be beyond 5% of the net profit of
the Company calculated as per Section 197(8) of the Act.
2) Steps taken or proposed to be taken for improvement:
The Company is aggressively pursuing its business plans to scale up its retail business by expanding the number of
stores across the Country, under multiple banners (including Westside and Landmark).
3) Expected increase in productivity and profits in measurable terms:
As the Company continues to invest into new stores across the Country, it is difficult to predict the increase in revenue
and profit of the Company for future years as in the medium term the business plans envisage targeting of scale and
not just profitability.
Item No. 10
Section 42 of the Act, read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, governs private
placement of securities by a company.
Sub rule (2) of the said Rule 14 states that in case of an offer or invitation to subscribe for Non-Convertible Debentures (“NCDs”)
on a private placement basis, the company shall obtain the previous approval of its shareholders by means of a special resolution.
The resolution would be valid for a period of one year for all the offers or invitations for such NCDs during the year.
In order to facilitate redemption of existing NCDs, finance general corporate purposes etc., the Company may offer or invite
subscription for secured / unsecured redeemable NCDs, in one or more series / tranches on a private placement basis.
The issue price shall be based around the prevailing market pricing of similar rated securities issued by other companies.
Accordingly, consent of the members is sought for passing a Special Resolution as set out at Item No. 10 of the Notice. This
resolution enables the Board of Directors of the Company to offer or invite subscription for NCDs, as may be required by the
Company, from time to time during a period of one year from the date of passing the resolution.
The proposed borrowings along with the existing borrowings of the Company (apart from temporary loans obtained from the
Company’s bankers in the ordinary course of business) would not exceed the aggregate of the paid-up share capital and free
reserves of the Company.
The Special Resolution at Item No.10 is recommended by the Board of Directors for approval by the Members.
None of the Directors or Key Managerial Personnel or their respective relatives are concerned or interested in the Resolution
mentioned at Item No.10 of the Notice.
By Order of the Board of Directors
M. M. Surti
Company Secretary
Mumbai, 27th May 2015
Registered Office:
Bombay House, 24, Homi Mody Street, Mumbai - 400 001
Tel: 022-67009000
Email id - investor.relations@trent-tata.com Website - www.mywestside.com
Corporate Identification Number (CIN): L24240MH1952PLC008951
10
Details of Directors seeking appointment/re-appointment at the Annual General Meeting
Particulars
Ms. S. Singh
Mr. H. Bhat
Mr. A. Sen
Date of Birth
5th September 1964
8th November 1962
17th November 1950
Date of Appointment
3rd March 2015
1st April 2014
27th May 2015
Qualifications
Business Graduate from faculty Alumnus of BITS Pilani and IIM MBA, Finance and Information
of
Management
Studies, Ahmedabad
Systems,
IIM
Calcutta,
University of Delhi
Engineering
Technology
(Honors), IIT Kharagpur.
Expertise in specific
functional area
Ms. Singh has an experience of
over 27 years in marketing and
sales. She has lead a variety
of team roles in Lakme and
thereafter with Hindustan
Lever and Unilever. She has
also overseas experience with
renowned companies like
Nokia, Pepsi, Friesland Foods,
Heineken etc.
Mr. H. Bhat is a member of
the Group Executive Council
(GEC) of Tata Sons. During his
career with the Tata Group, he
has served in several senior
roles which include Managing
Director and CEO of Tata Global
Beverages, COO of the Watches
and Jewellery business of Titan
Company.
Mr. Sen held the position of CFO,
India Subcontinent Citigroup
and was a Director of some of
their associate Companies until
his retirement. Prior to that he
held several other responsible
positions with Tata Tea Ltd., RPG
group, Citibank India and Ceat
Ltd.
Directorships held
in other companies
(excluding foreign
companies)
NIL
• Tata Coffee Limited
• Rabo India Finance Limited
• Tata Global Beverages
Limited
• Radaur
Limited
Holdings
Private
• Tata Starbucks Limited
• Infinity Retail Limited
• Tata Unistore Limited
• Titan Company Limited
Membership /
NIL
Chairmanships of
committees of other
companies (includes
only Audit Committee
and Stakeholders
Relationship
Committee)
Number of shares
held in the Company
122
• Tata
Global
Limited-Audit
(Member)
Beverages • Rabo India Finance Limited Committee
Audit Committee (Member)
• Tata
Coffee
LimitedStakeholders
Relationship
Committee (Member)
•
Radaur Holdings Private
Limited - Audit Committee
(Member)
• Tata Starbucks Limited Audit Committee (Member)
NIL
NIL
11
Particulars
Mr. P. Auld
Mr. P. Venkatesalu
Date of Birth
2 September 1956
27th February 1977
Date of Appointment
4th November 2014
1st June 2015
Qualifications
Belfast Technical College – A level
Commerce Graduate, Masters in Management
from Symbiosis, Pune, CFA from the Institute of
Chartered Financial Analysts of India.
Expertise in specific
functional area
Mr. Auld has held the position of Chief Executive
Officer and ‘Manager’ of the Company since May
2011. He has more than 30 years of international
experience in the retail industry. His career spans
several world-class organizations and marquee
brands, both in the UK and other European
markets namely, Marks and Spencer, B&Q plc,
Asda plc, Claudia Strater and M&S Mode (Vendex
KBB), Netherlands.
Mr. Venkatesalu joined Tata Administrative
Services in 2001 and was formerly with Tata Sons
Limited as a part of the group finance team.
He has been with the Company for 7 years as
Chief Financial Officer and headed the Finance
& Accounts, Legal and Secretarial Functions. He
was also responsible for Strategy and Investment
activities of the Company. He is also a Director
on several of the subsidiary and Joint Venture
companies of the Company.
Directorships held
in other companies
(excluding foreign
companies)
Landmark Etail Limited
• Trent Hypermarket Limited
nd
• Fiora Services Limited
• Trent Brands Limited
• Nahar Retail Trading Services Limited
• Inditex Trent Retail India Private Limited
• Westland Limited
• Simto Investment Company Limited
• Massimo Dutti India Private Limited
• Fiora Hypermarket Limited
NIL
Membership /
Chairmanships of
committees of other
companies (includes
only Audit Committee
and Stakeholders
Relationship
Committee)
Fiora Hypermarket Limited Audit Committee (Chairman)
Number of shares
held in the Company
NIL
12
NIL
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