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SM Enterprises 4005 6869
Fashion Brands that come alive
liFestyle experience
GrowinG reach
Exclusive brands are the essence of our
customer proposition, especially under
our Westside banner. Exclusive brands
with sharply dened 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 attering 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.
The Studiowest range of cosmetics,
perfumes and bath & body products
debuted in Westside stores, also to a
welcoming response.
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.
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.
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
WESTSIDE FLAGSHIP STORE IN COMMERCIAL STREET, BANGALORE
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 satises 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 satises
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 satises 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
100.03
555.64
1405.34
30.1
FINANCIAL HIGHLIGHTS
Gross Fixed Assets (in INR Cr.)
2011 2012 2013 2014 2015
550
500
450
400
350
300
330.19
362.98
375.32
480.12
555.64
Turnover (Sales) (in INR cr)
2011 2012 2013 2014 2015
1400
1200
1000
800
600
818.73
932.82
1284.1
1405.34
673.95
Profit After Taxes (in INR Cr.)
2011 2012 2013 2014 2015
110
100
90
80
70
60
50
40
30
20
EPS - Basic (Rupee / share)
2011 2012 2013 2014 2015
30
25
20
15
21.46
20.75 20.34
16.32
30.1
43.03
47.27
62.26
100.03
54.24
PROFIT AFTER TAX
GROSS FIXED ASSETS
TURNOVER
EPS
INR Cr.
INR Cr.
INR Cr.
1
TRENT ~ 63Rd ANNUAL REPORT
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
Prot and Loss Account........................................................................................................................................................ 85
Notes forming part of the Balance Sheet and Prot & Loss Account .................................................................. 86
Cash Flow Statement ............................................................................................................................................................ 123
Consolidated Financial Statements
Auditor’s Report ...................................................................................................................................................................... 124
Balance Sheet .......................................................................................................................................................................... 130
Prot and Loss Account........................................................................................................................................................ 131
Notes forming part of the Balance Sheet and Prot & Loss Account .................................................................. 132
Cash Flow Statement ............................................................................................................................................................ 165
Form AOC -1 ............................................................................................................................................................................ 166
Annual General Meeting : 7th August 2015
Time : 11.00 a.m.
Venue : Rangaswar Auditorium,
Y. B. Chavan Centre,
4th Floor, General Jagannath Bhosale Marg,
Nariman Point,
Mumbai – 400 021
BOOK CLOSURE DATES
29TH JULY 2015 TO 31ST JULY 2015 BOTH DAYS INCLUSIVE
2TRENT ~ 63Rd ANNUAL REPORT
TRENT LIMITED
Financial Statistics (` in Crores)
Year
CAPITAL ACCOUNTS REVENUE ACCOUNTS
Capital
Reserves
and
Surplus
Borrow-
ings
Net
Block
Invest-
ments
Net
Revenue
Net
Expendi-
ture
Depre-
ciation
Prot
Before
Taxes
Prot
After
Taxes
Dividend
including
Div. Tax
Dividend
Per
Equity
Share
%
Earnings
Per
Share
Basic-
`
2005-06 14.43 255.17 65.72 71.96 232.97 342.66 300.35 8.00 34.29 24.38 10.69 65 17.19
2006-07 15.76 371.73 65.67 85.02 308.22 450.31 401.41 7.91 40.99 32.41 12.91 70 20.66
2007-08 19.53 586.30 65.61 125.29 469.34 521.02 474.84 8.86 37.32 32.86 15.25 70 17.92
2008-09 19.53 587.23 165.55 108.69 395.85 521.02 483.51 9.23 28.28 26.76 12.57 55 13.70
2009-10 27.04 613.47 250.52 223.45 395.18 581.58 531.25 11.85 49.85 40.22 15.19 65 20.53
2010-11 35.96 1,046.00 275.00 291.76 424.97 729.32 652.51 13.63 60.32 43.04 17.53 75 21.46
2011-12 38.70 1,315.48 240.00 304.71 705.15 912.04 842.36 15.95 44.58 47.27 19.95 65 20.75
2012-13 40.23 1,498.80 225.00 308.73 1,040.44 996.19 896.52 16.62 80.77 62.26 27.22 70 20.34
2013-14 33.23 1,283.19 225.00 379.30 862.40 1,306.36 1,221.84 25.60 68.25 54.24 27.21 70 16.32
2014-15 33.23 1,338.69 225.00 433.95 1,037.45 1,432.47 1,310.14 39.84 138.89 100.03 40.00 100 30.10
Note : Figures are regrouped whereever neccesary
3
TRENT ~ 63Rd ANNUAL REPORT
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 Oce
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
4TRENT ~ 63Rd ANNUAL REPORT
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
Total Income 1432.47 1306.36 2381.44 2394.39
Prot before tax 138.89 68.25 199.50 1.49
Less: Provision for taxation 38.86 14.01 70.07 20.22
Prot after tax 100.03 54.24 129.43 (18.73)
Less: Minority share of Prot/(Loss) --0.10 (0.14)
Less: Pre acquisition Prot / (Loss) ---(0.04)
Prot /(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)
Amount debited to opening reserves (4.53) -(5.35) (5.16)
Balance available for Appropriations 196.69 146.40 14.31 (64.46)
Appropriations
Proposed Dividend on:
Equity Shares 33.23 23.26 33.23 23.26
Preference Dividend Paid (full gure for
FY 2013-14 is `11,891) -0.00 -0.00
Tax on dividend 6.77 3.95 6.77 3.95
Transfer to Debenture Redemption
Reserve 20.00 5.00 20.00 5.00
Transfer to General Reserve 5.00 6.00 5.00 6.00
Transfer to Capital Redemption Reserve -7.00 -7.00
Balance carried forward 131.69 101.19 (50.69) (109.67)
196.69 146.40 14.31 (64.46)
On a standalone basis, income for the year at `1432.47 crores increased by 9.65% from the previous
year’s `1306.36 crores, prot 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 prot after tax for the year at
`100.03 crores increased by 84.42% from the previous year’s `54.24 crores.
5
TRENT ~ 63Rd ANNUAL REPORT
On a consolidated basis, income for the year was `2381.44 crores, prot before tax for the year was
`199.50 crores and prot 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.
Signicant exceptionals in the year under review include the prot 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 prot 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. Signicant developments
A brief overview of the signicant 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
6TRENT ~ 63Rd ANNUAL REPORT
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 signicant 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
signicant rationalization of the store portfolio, further restructuring of the product oer 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 oer. 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 rst ve 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 nancial 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.
7
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7. Directors
Mr. H. Bhat was appointed as an additional director of the Company with eect from 1st April 2014.
He held oce 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 eect from 3rd March 2015 and 27th May 2015 respectively to hold oce 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 oce 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 Ocer and ‘Manager’ of the Company was appointed as an additional
Director (designated as ‘Managing Director’) of the Company with eect from 4th November 2014. He
holds oce 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 Ocer of the Company, was appointed as an additional Director
(designated as ‘Executive Director and Chief Financial Ocer’) of the Company with eect from 1st June
2015. He holds oce 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 Ocer 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 oce 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 eect 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 nancial statements.
8TRENT ~ 63Rd ANNUAL REPORT
10. Related Party Transactions
All related party transactions that were entered into during the nancial 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 identication, 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 prot
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 nancial statements of
the Company’s subsidiaries and joint ventures in Form AOC-1 is attached to the nancial statements
of the Company.
9
TRENT ~ 63Rd ANNUAL REPORT
Pursuant to the provisions of Section 136 of the Act, the nancial statements of the Company,
consolidated nancial 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 eect 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. Signicant and material orders passed by regulators or courts
No signicant 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 nancial control across
the Company and ensured that the same are adequate and are operating eectively.
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 rst 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 Oce 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 dened 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 fulllment of
key responsibilities, Board structure and composition, establishment and delineation of responsibilities
to various Committees, eectiveness of Board processes, information and functioning.
10 TRENT ~ 63Rd ANNUAL REPORT
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 fulllment of key
responsibilities, adequacy of Committee composition and eectiveness 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.
Signicant 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 reects
in-depth understanding of the Company, including its strategies, environment, operations, nancial
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 Qualications, Positive Attributes and Independence of a Director
The Nomination and Remuneration Committee has formulated the criteria for determining
qualications, 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.
Qualications: 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
11
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 sucient 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 xed and incentive pay reecting short and long-term performance objectives
appropriate to the working of the Company and its goals.
It is armed 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 Armative 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 benecial 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
12 TRENT ~ 63Rd ANNUAL REPORT
• 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 Armative 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 nancial 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 benetted 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 oering 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.
13
TRENT ~ 63Rd ANNUAL REPORT
23. Corporate Governance
A separate section on Corporate Governance is included in the Annual Report along with the certicate
from the Company’s Auditors conrming 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 nancial 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 nancial controls were adequate
and eective during the nancial year 2014-15.
Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge
and ability, conrm 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 aairs of the Company at the end of the nancial year and of the prot of the Company for
that period;
(c) the Directors had taken proper and sucient 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 nancial controls to be followed by the Company and that
such internal nancial controls are adequate and were operating eectively; 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 eectively.
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 oce 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 ratication at every AGM. Accordingly, the appointment of M/s. N.M. Raiji & Co., Chartered
Accountants, as statutory auditors of the Company, is placed for ratication 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
14 TRENT ~ 63Rd ANNUAL REPORT
Materials
` 672.06
(42.78%)
Government
` 138.86
(8.84%)
Depreciation
` 39.84
(2.54%) Shareholders
` 33.23
(2.12%)
Distribution of Revenue 2014-2015 (` in crores)
Operations and Other Expenses
` 440.35
(28.03%)
Repairs and
Maintenance
` 62.56
(3.98%)
Reserves
` 60.03
(3.82%)
Employees
` 123.99
(7.89%)
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 eorts 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 Prot 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
Mumbai, 27th May 2015 Chairman
15
TRENT ~ 63Rd ANNUAL REPORT
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 nancial year and the percentage increase in remuneration of each Director, Chief
Financial Ocer, Chief Executive Ocer, Company Secretary or Manager, if any, in the nancial 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
nancial 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 Ocer was 61% and of the Company Secretary was 22%. The above percentages may not be
comparable given certain one-time performance related compensations. The prot before tax of the
Company increased by 103.50% (40% excluding exceptions) and prot after tax increased by 84.42%
in FY 2014-15.
2. The percentage increase in the median remuneration of employees in the nancial 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 reects 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:
- nancial 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 prot
before tax increased by 103.50% (40% excluding exceptions).
16 TRENT ~ 63Rd ANNUAL REPORT
6. Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the
current nancial year and previous nancial 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 oer:
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 oering 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 nancial 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 prots 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/ xed salary, benets, 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 dened 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. Armation that the remuneration is as per the remuneration policy of the Company: The remuneration
is as per the remuneration policy of the Company.
17
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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:
• TherequirementsofClause135oftheCompaniesAct,2013(“theAct”),andthecorresponding
Rules.
• ScheduleVIIoftheAct
• Incoherencewiththeoveralllong-termTatagroupCSRstrategyandvalues
The policy also considers abiding and aligning its focus areas as per the guidelines mentioned under
the Armative Action Initiative, commonly referred to within the Tata group as TAAP (Tata Armative
Action Programme). TATA Armative 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 dened as per the activities designed to:
• Serve – and be seen to serve – society, local and national goals in all the locations where we
operate.
• Createasignicantandsustainedimpactoncommunitiesaectedbyourbusinesses.
• ProvideopportunitiesforTrentemployeestocontributetotheseeortsthroughvolunteering.
The CSR policy can be accessed at:
http://www.mywestside.com/WebPages/InnerPages/Policies-information.aspx
A brief overview of our CSR projects:
CSR Programs CSR projects
Reference
Sr. No. of
Schedule
VII
Project Status
Employability
(Saksham)
Training of aspirants in retail trade ii Implemented
Training of trainers in retail trade ii Implemented
Education
Scholarships ii Implemented
Special language classes ii Implemented
School/tuition fee subsidy ii Implemented
School infrastructure improvement ii Proposed
Health and Nutrition Supporting projects on health and nutrition i Implemented
Promoting preventive healthcare i Proposed
18 TRENT ~ 63Rd ANNUAL REPORT
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 Prot of the Company for last 3 nancial 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 nancial year is detailed below
Sr No. CSR project or activity
identied
Sector in which
the Project is
covered
Projects or
Programmes
1.Local area or
others
2.Specify the
state and district
where projects
or programmes
was undertaken
Amount outlay
(budget) project
or program wise
Amount spent
on the project
or programmes
Sub-heads
(1) Direct
expenditure
on projects or
programmes
(2) Overheads
Cumulative
spend upto to
the reporting
period
Amount spent:
Direct/through
implementing
agency
1Montessori 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
and Learning
Programme
Promoting
education and
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
education,
including special
education
Pune -
Maharashtra
`0.30 crore Expenditure on
the project -
`0.30 crore
`0.30 crore Great Foundation
5 Rural Girls hostel Setting up homes
and hostels for
women and
orphans
Badarpur, Assam `0.12 crore Expenditure on
the project -
`0.12 crore
`0.12 crore Bhansali Trust
6 Building a Community
Ophthalmology
Consultation Room
Promoting
healthcare,
including
preventive health
care
Chennai `0.15 crore Expenditure on
the project -
`0.15 crore
`0.15 crore Medical Research
Foundation
- Sankara
Nethralaya
7 Support towards
education programmes
Promoting
education
Mumbai -
Maharashtra
`0.01 crore Expenditure on
the project -
`0.01 crore
`0.01 crore SMILE
8 School infrastructure
development
Promoting
education
Mumbai -
Maharashtra
`0.01 crore Expenditure on
the project -
`0.01 crore
`0.01 crore Akanksha
Foundation
`0.83 crore `0.83 crore
The CSR Committee conrms that the implementation and monitoring of the CSR policy is in
compliance with the CSR objectives and Policy of the Company.
P. Auld N.N. Tata
(Managing Director) (Chairman CSR Committee)
19
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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 verication of the Trent Limited’s books, papers, minute books, forms and returns led and
other records maintained by the Company and also the information provided by the Company, its ocers,
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 nancial 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 led and other records made
available to us and maintained by Trent Limited for the nancial 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, Non-
Executive Directors and Independent Directors. The changes in the composition of the Board of Directors
that took place during the period under review were carried out in compliance with the provisions of the
Act.
20 TRENT ~ 63Rd ANNUAL REPORT
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 clarications 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
aairs 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 Mitesh Dhabliwala
Date: 27.05.2015 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 verication was done on test
basis to ensure that correct facts are reected in Secretarial records. We believe that the process and
practices, we followed provide a reasonable basis for our opinion.
3. We have not veried the correctness and appropriateness of nancial 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 verication 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
ecacy or eectiveness with which the management has conducted the aairs of the Company.
For Parikh & Associates
Company Secretaries
Place: Mumbai Mitesh Dhabliwala
Date: 27.05.2015 Partner
ACS No: 24539 CP No: 9511
21
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ANNEXURE D TO DIRECTORS REPORT
FORM NO. MGT- 9
EXTRACT OF ANNUAL RETURN
as on the nancial 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 oce : 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. Name and Description of main
products /services
NIC Code of the
Product/ service
% to total turnover
of the Company
1 Retail Sale of Readymade Garments etc. 47711 77
22 TRENT ~ 63Rd ANNUAL REPORT
III PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sr
No
Name and address of
the Company
CIN/GLN Holding/
Subsidiary/
Associate
% of shares
held
(including pref.
shares)
Applicable
Section
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)
4Nahar 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
2nd Floor, Taj Bldg.,
210 - Dr. D. N.
Road,Fort,Mumbai,
Maharashtra,400001
U72900MH2001PLC252980 Subsidiary 100% 2(87)(ii)
23
TRENT ~ 63Rd ANNUAL REPORT
Sr
No
Name and address of
the Company
CIN/GLN Holding/
Subsidiary/
Associate
% of shares
held
(including pref.
shares)
Applicable
Section
6 Trent Global Holdings
Limited
DTOS Ltd, 10th Floor,
Raes Tower,19
Cybercity Ebene,
Republic of Mauritius
NA Subsidiary 100% 2(87)(ii)
7 Fiora Hypermarket
Limited
C-60/G Block, Trent
House,Bandra Kurla
Complex,Near City Bank,
Bandra East, Mumbai,
Maharashtra, 400051
U74120MH2014PLC254507 Subsidiary 100% 2(87)(ii)
8 Trent Hypermarket
Limited
Taj Building,
2nd Floor,210, D. N.
Road, Fort,Mumbai,
Maharashtra-400001
U51900MH2008PLC184184 Joint
Venture
50% 2(6)
9 Inditex Trent Retail India
Private Limited
Building-9A, Floor 15th,
DLF Phase 3,Gurgaon,
Haryana-122002
U74900HR2009FTC043768 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
U52100HR2013FTC051280 Joint
Venture
49% 2(6)
24 TRENT ~ 63Rd ANNUAL REPORT
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
Number of shares held at the
end of the year
31st March, 2015
%
Change
during
the
year
Demat Physical Total % of
Total
Share
Demat Physical Total % of
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)
- Trust 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total (A) (1) 1,08,38,015 0 1,08,38,015 32.61 1,07,53,015 0 1,07,53,015 32.36 -0.25
(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) Qualied 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
Sub-Total (A) (2) 0 0 0 0.00 0 0 0 0.00 0.00
Total Shareholding
of Promoters (A) = (A)
(1)+(A)(2)
1,08,38,015 0 1,08,38,015 32.61 1,07,53,015 0 1,07,53,015 32.36 -0.25
(B) Public
Shareholding
(1) Institutions
(a) Mutual Funds 42,29,493 1,360 42,30,853 12.73 40,08,576 1,360 40,09,936 12.07 -0.66
(b) Banks / Financial
Institutions
9,964 4,450 14,414 0.03 7,838 4,450 12,288 0.04 0.01
(c) Cental Government 0 0 0 0.00 0 0 0 0.00 0.00
(d) State
Governments(s)
0 0 0 0.00 0 0 0 0.00 0.00
(e) Venture Capital
Funds
16,06,718 0 16,06,718 4.84 12,50,223 0 12,50,223 3.76 -1.08
25
TRENT ~ 63Rd ANNUAL REPORT
Sr.
No.
Category of
Shareholder
Number of shares held at the beginning of
the year
1st April, 2014
Number of shares held at the
end of the year
31st March, 2015
%
Change
during
the
year
Demat Physical Total % of
Total
Share
Demat Physical Total % of
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)
- Foreign Portfolio
Investors 0 0 0 0.00 4,04,382 0 4,04,382 1.22 1.22
Sub-Total (B) (1) 1,21,07,774 8,210 1,21,15,984 36.45 1,35,32,998 8,210 1,35,41,208 40.76 4.31
(2) Non-Institutions
(a) Bodies Corporate
i Indian 39,31,247 7,383 39,38,630 11.85 29,72,134 7,383 29,79,517 8.97 -2.88
ii Overseas 0 0 0 0.00 0 0 0 0.00 0.00
(b) Individuals -
i Individual
shareholders
holding nominal
share capital upto
Rs. 1 lakh
47,65,282 8,54,771 56,20,053 16.92 46,24,500 8,04,768 54,29,268 16.33 -0.59
ii Individual
shareholders
holding nominal
share capital in
excess of Rs. 1 lakh
6,25,133 0 6,25,133 1.88 4,34,539 0 4,34,539 1.30 -0.58
(c) Any Other
(Specify)
- Directors & their
Relatives
91,872 0 91,872 0.28 91,872 122 91,994 0.28 0.00
- Trust 1,821 36 1,857 0.01 1,967 36 2,003 0.00 -0.01
Sub-total (B) (2) 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
Total Public
Shareholding (B) = (B)
(1)+(B)(2)
2,15,23,129 8,70,400 2,23,93,529 67.39 2,16,58,010 8,20,519 2,24,78,529 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
0 0 0 0.00 0 0 0 0.00 0.00
GRAND TOTAL
(A)+(B)+(C)
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
26 TRENT ~ 63Rd ANNUAL REPORT
(ii) Shareholding of Promoters (including Promoters Group)
Sr.
No.
Shareholder’s
Name
Shareholding at the beginning
of the year
1st April, 2014
Shareholding at the end of the
year
31st March, 2015
%
Change
in share
holding
during
the year
No. of
Shares
% of
total
Shares
of the
Company
% of
Shares
Pledged /
encum-
bered
to total
shares
No. of
Shares
% of
total
Shares
of the
Company
% of
Shares
Pledged
/ encum-
bered
to total
shares
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
5 Titan Company
Limited#
300 0.00 0.00 300 0.00 0.00 0.00
TOTAL 1,08,38,015 32.61 0.00 1,07,53,015 32.36 0.00 -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 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%).
# Promoter Group
27
TRENT ~ 63Rd ANNUAL REPORT
(iii) Change in Promoters’ Shareholding (including Promoters Group)
Sr.
No.
Name Shareholding at the
beginning of the year
Date Reason Increase/
Decrease in
Shareholding
Cumulative
Shareholding during
the year
No of shares % of
total
shares
No of
shares
% of
total
shares
No of 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 4,72,714 1.42
31-
Mar-
2015
Sale of
Shares
85,000 0.25 3,87,714 1.17
31-
Mar-
2015
At the
end of
the year
- - 3,87,714 1.17
4 Ewart
Investments
Limited
1,00,000 0.30 No change during the year 1,00,000 0.30
5 Titan
Company
Limited
300 0.00 No change during the year 300 0.00
1,08,38,015 32.61 85,000 0.25 1,07,53,015 32.36
* 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%).
28 TRENT ~ 63Rd ANNUAL REPORT
(iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holders of
GDRs and ADRs)
Sr.
No. Name Shareholding at
the beginning of
the year
Date Reason Increase/Decrease in
Shareholding Cumulative
Shareholding
during the year
No of
shares % of
total
shares
No of
shares % of total
shares No of
shares % of
total
shares
1 Arisaig Partners (Asia) Pte Ltd.
A/C Arisaig India Fund Limited 32,85,000 9.89 - - - - 32,85,000 9.89
31-Mar-2015 At the end of the year - - 32,85,000 9.89
2 Reliance Capital Trustee Co. Ltd
(various sub accounts) 30,35,635 9.13 - - - - 30,35,635 9.13
04-Apr-2014 Purchase of shares 10,000 0.03 30,45,635 9.16
04-Apr-2014 Purchase of shares 31,550 0.09 30,77,185 9.26
11-Apr-2014 Purchase of shares 10,000 0.03 30,87,185 9.29
11-Apr-2014 Sale of shares 4,000 0.01 30,83,185 9.28
11-Apr-2014 Sale of shares 50 0.00 30,83,135 9.28
11-Apr-2014 Purchase of shares 872 0.00 30,84,007 9.28
18-Apr-2014 Sale of shares 130 0.00 30,83,877 9.28
25-Apr-2014 Purchase of shares 10,000 0.03 30,93,877 9.31
02-May-2014 Purchase of shares 10,000 0.03 31,03,877 9.34
09-May-2014 Purchase of shares 5,300 0.02 31,09,177 9.36
09-May-2014 Purchase of shares 1,000 0.00 31,10,177 9.36
16-May-2014 Purchase of shares 34,734 0.10 31,44,911 9.46
16-May-2014 Purchase of shares 19 0.00 31,44,930 9.46
23-May-2014 Purchase of shares 56,700 0.17 32,01,630 9.63
30-May-2014 Sale of shares 6,820 0.02 31,94,810 9.61
30-May-2014 Sale of shares 21 0.00 31,94,789 9.61
06-Jun-2014 Sale of shares 45,000 0.14 31,49,789 9.48
06-Jun-2014 Sale of shares 49,790 0.15 30,99,999 9.33
06-Jun-2014 Purchase of shares 1 0.00 31,00,000 9.33
13-Jun-2014 Purchase of shares 3,175 0.01 31,03,175 9.34
13-Jun-2014 Sale of shares 21 0.00 31,03,154 9.34
20-Jun-2014 Purchase of shares 28,650 0.09 31,31,804 9.42
27-Jun-2014 Purchase of shares 17,090 0.05 31,48,894 9.48
27-Jun-2014 Sale of shares 18 0.00 31,48,876 9.48
04-Jul-2014 Sale of shares 49,698 0.15 30,99,178 9.33
11-Jul-2014 Purchase of shares 4,530 0.01 31,03,708 9.34
11-Jul-2014 Sale of shares 252 0.00 31,03,456 9.34
18-Jul-2014 Purchase of shares 725 0.00 31,04,181 9.34
14-Aug-2014 Purchase of shares 25,400 0.08 31,29,581 9.42
22-Aug-2014 Purchase of shares 10,000 0.03 31,39,581 9.45
22-Aug-2014 Purchase of shares 4 0.00 31,39,585 9.45
29-Aug-2014 Purchase of shares 16 0.00 31,39,601 9.45
05-Sep-2014 Purchase of shares 700 0.00 31,40,301 9.45
19-Sep-2014 Purchase of shares 1 0.00 31,40,302 9.45
30-Sep-2014 Purchase of shares 1,600 0.00 31,41,902 9.45
30-Sep-2014 Purchase of shares 1 0.00 31,41,903 9.45
10-Oct-2014 Purchase of shares 10,000 0.03 31,51,903 9.48
17-Oct-2014 Purchase of shares 10,000 0.03 31,61,903 9.51
31-Oct-2014 Purchase of shares 111 0.00 31,62,014 9.52
31-Oct-2014 Sale of shares 2 0.00 31,62,012 9.52
07-Nov-2014 Purchase of shares 31,450 0.09 31,93,462 9.61
14-Nov-2014 Purchase of shares 25,000 0.08 32,18,462 9.68
14-Nov-2014 Sale of shares 7 0.00 32,18,455 9.68
21-Nov-2014 Sale of shares 25,000 0.08 31,93,455 9.61
21-Nov-2014 Sale of shares 10 0.00 31,93,445 9.61
12-Dec-2014 Purchase of shares 10,000 0.03 32,03,445 9.64
12-Dec-2014 Sale of shares 2 0.00 32,03,443 9.64
19-Dec-2014 Purchase of shares 13,325 0.04 32,16,768 9.68
31-Dec-2014 Purchase of shares 3,475 0.01 32,20,243 9.69
02-Jan-2015 Purchase of shares 65 0.00 32,20,308 9.69
09-Jan-2015 Purchase of shares 300 0.00 32,20,608 9.69
16-Jan-2015 Purchase of shares 11,100 0.03 32,31,708 9.72
16-Jan-2015 Purchase of shares 4 0.00 32,31,712 9.72
23-Jan-2015 Purchase of shares 4,250 0.01 32,35,962 9.74
30-Jan-2015 Purchase of shares 10,000 0.03 32,45,962 9.77
06-Feb-2015 Purchase of shares 864 0.00 32,46,826 9.77
13-Feb-2015 Purchase of shares 10,500 0.03 32,57,326 9.80
20-Feb-2015 Sale of shares 3 0.00 32,57,323 9.80
20-Mar-2015 Purchase of shares 2 0.00 32,57,325 9.80
27-Mar-2015 Sale of shares 60 0.00 32,57,265 9.80
31-Mar-2015 Sale of shares 524 0.00 32,56,741 9.80
31-Mar-2015 At the end of the year - - 32,56,741 9.80
29
TRENT ~ 63Rd ANNUAL REPORT
Sr.
No. Name Shareholding at
the beginning of
the year
Date Reason Increase/Decrease in
Shareholding Cumulative
Shareholding
during the year
No of
shares % of
total
shares
No of
shares % of total
shares No of
shares % of
total
shares
3 Pi Opportunities Fund I 12,77,718 3.84 - - - - 12,77,718 3.84
18-Apr-2014 Sale of shares 2,01,300 0.61 10,76,418 3.24
25-Apr-2014 Sale of shares 30,633 0.09 10,45,785 3.15
02-May-2014 Sale of shares 23,067 0.07 10,22,718 3.08
16-May-2014 Sale of shares 11,086 0.03 10,11,632 3.04
23-May-2014 Sale of shares 84,909 0.26 9,26,723 2.79
30-May-2014 Sale of shares 5,500 0.02 9,21,223 2.77
31-Mar-2015 At the end of the year - - 9,21,223 2.77
4 SBI Life Insurance Co. Ltd 10,73,627 3.23 - - - - 10,73,627 3.23
16-May-2014 Purchase of shares 125 0.00 10,73,752 3.23
30-May-2014 Sale of shares 5,000 0.02 10,68,752 3.22
06-Jun-2014 Sale of shares 5,000 0.02 10,63,752 3.20
13-Jun-2014 Sale of shares 13,075 0.04 10,50,677 3.16
20-Jun-2014 Sale of shares 44,992 0.14 10,05,685 3.03
27-Jun-2014 Sale of shares 485 0.00 10,05,200 3.02
30-Jun-2014 Sale of shares 25,000 0.08 9,80,200 2.95
04-Jul-2014 Sale of shares 981 0.00 9,79,219 2.95
18-Jul-2014 Sale of shares 44,962 0.14 9,34,257 2.81
25-Jul-2014 Sale of shares 45,000 0.14 8,89,257 2.68
05-Aug-2014 Sale of shares 919 0.00 8,88,338 2.67
12-Sep-2014 Sale of shares 69,169 0.21 8,19,169 2.47
19-Sep-2014 Sale of shares 3,918 0.01 8,15,251 2.45
30-Sep-2014 Purchase of shares 1,401 0.00 8,16,652 2.46
10-Oct-2014 Sale of shares 5,000 0.02 8,11,652 2.44
24-Oct-2014 Sale of shares 5,000 0.02 8,06,652 2.43
31-Oct-2014 Sale of shares 5,000 0.02 8,01,652 2.41
28-Nov-2014 Purchase of shares 146 0.00 8,01,798 2.41
12-Dec-2014 Sale of shares 10,000 0.03 7,91,798 2.38
19-Dec-2014 Purchase of shares 4,697 0.01 7,96,495 2.40
31-Dec-2014 Purchase of shares 7,355 0.02 8,03,850 2.42
02-Jan-2015 Purchase of shares 19,585 0.06 8,23,435 2.48
13-Feb-2015 Sale of shares 39 0.00 8,23,396 2.48
20-Feb-2015 Purchase of shares 150 0.00 8,23,546 2.48
27-Feb-2015 Purchase of shares 50 0.00 8,23,596 2.48
06-Mar-2015 Purchase of shares 3,521 0.01 8,27,117 2.49
13-Mar-2015 Purchase of shares 11,720 0.04 8,38,837 2.52
20-Mar-2015 Purchase of shares 35,015 0.11 8,73,852 2.63
27-Mar-2015 Purchase of shares 17,534 0.05 8,91,386 2.68
31-Mar-2015 Purchase of shares 17,000 0.05 9,08,386 2.73
31-Mar-2015 At the end of the year - - 9,08,386 2.73
5 Atlas Integrated Finance Limited
(various accounts) 10,50,368 3.16 - - - - 10,50,368 3.16
04-Apr-2014 Sale of shares 10,50,368 3.16 0 0.00
02-Jan-2015 Purchase of shares 43 0.00 43 0.00
23-Jan-2015 Purchase of shares 4 0.00 47 0.00
30-Jan-2015 Sale of shares 3 0.00 44 0.00
06-Mar-2015 Sale of shares 39 0.00 5 0.00
13-Mar-2015 Sale of shares 5 0.00 0 0.00
31-Mar-2015 At the end of the year 0 0.00 0 0.00
6 Derive Trading Private Limited 9,11,523 2.74 - - - - 9,11,523 2.74
31-Mar-2015 At the end of the year 9,11,523 2.74
7 Dodona Holdings Limited 7,31,388 2.20 - - - - 7,31,388 2.20
04-Apr-2014 Purchase of shares 10,50,368 3.16 17,81,756 5.36
31-Mar-2015 At the end of the year - - 17,81,756 5.36
8 IDFC Premier Equity Fund 4,89,782 1.47 - - - - 4,89,782 1.47
04-Apr-2014 Sale of shares 41,476 0.12 4,48,306 1.35
11-Apr-2014 Sale of shares 12,063 0.04 4,36,243 1.31
18-Apr-2014 Sale of shares 7,929 0.02 4,28,314 1.29
25-Apr-2014 Sale of shares 14,189 0.04 4,14,125 1.25
02-May-2014 Sale of shares 6,201 0.02 4,07,924 1.23
20-Jun-2014 Sale of shares 4,07,924 1.23 0 0.00
31-Mar-2015 At the end of the year - - 0 0.00
30 TRENT ~ 63Rd ANNUAL REPORT
Sr.
No. Name Shareholding at
the beginning of
the year
Date Reason Increase/Decrease in
Shareholding Cumulative
Shareholding
during the year
No of
shares % of
total
shares
No of
shares % of total
shares No of
shares % of
total
shares
9 Jaguar Services Private Limited
(various accounts)
3,51,579 1.06 - - - - 3,51,579 1.06
31-Mar-2015 At the end of the year - - 3,51,579 0.00
10 UTI
(various sub accounts)
3,43,408 1.03 - - - - 3,43,408 1.03
23-May-2014 Sale of shares 3,175 0.01 3,40,233 1.02
04-Jul-2014 Sale of shares 1,825 0.01 3,38,408 1.02
12-Sep-2014 Sale of shares 800 0.00 3,37,608 1.02
07-Nov-2014 Sale of shares 6,569 0.02 3,31,039 1.00
19-Dec-2014 Sale of shares 10,000 0.03 3,21,039 0.97
31-Dec-2014 Sale of shares 7,500 0.02 3,13,539 0.94
31-Dec-2014 Sale of shares 247 0.00 3,13,292 0.94
31-Dec-2014 Sale of shares 400 0.00 3,12,892 0.94
16-Jan-2015 Sale of shares 8,953 0.03 3,03,939 0.91
30-Jan-2015 Sale of shares 1,939 0.01 3,02,000 0.91
31-Mar-2015 At the end of the year - - 3,02,000 0.91
11 The Master Trust Bank of Japan,
Ltd. As Trustee of Nissay India
Equity Selection Mother Fund
0 0.00 - - - - 0 0.00
24-Oct-2014 Purchase of shares 7,068 0.02 7,068 0.02
31-Oct-2014 Purchase of shares 20,955 0.06 28,023 0.08
07-Nov-2014 Purchase of shares 7,816 0.02 35,839 0.11
14-Nov-2014 Purchase of shares 30,295 0.09 66,134 0.20
21-Nov-2014 Purchase of shares 31,700 0.10 97,834 0.29
28-Nov-2014 Purchase of shares 15,616 0.05 1,13,450 0.34
05-Dec-2014 Purchase of shares 9,082 0.03 1,22,532 0.37
12-Dec-2014 Purchase of shares 7,957 0.02 1,30,489 0.39
31-Dec-2014 Purchase of shares 6,858 0.02 1,37,347 0.41
02-Jan-2015 Purchase of shares 4,875 0.01 1,42,222 0.43
09-Jan-2015 Purchase of shares 28,343 0.09 1,70,565 0.51
23-Jan-2015 Purchase of shares 12,825 0.04 1,83,390 0.55
30-Jan-2015 Purchase of shares 27,443 0.08 2,10,833 0.63
06-Feb-2015 Purchase of shares 32,617 0.10 2,43,450 0.73
13-Feb-2015 Purchase of shares 67,597 0.20 3,11,047 0.94
20-Feb-2015 Purchase of shares 1,506 0.00 3,12,553 0.94
27-Feb-2015 Purchase of shares 13,844 0.04 3,26,397 0.98
06-Mar-2015 Purchase of shares 2,073 0.01 3,28,470 0.99
13-Mar-2015 Purchase of shares 6,399 0.02 3,34,869 1.01
20-Mar-2015 Purchase of shares 22,287 0.07 3,57,156 1.07
27-Mar-2015 Purchase of shares 3,247 0.01 3,60,403 1.08
31-Mar-2015 Purchase of shares 6,242 0.02 3,66,645 1.10
31-Mar-2015 At the end of the year - - 3,66,645 1.10
12 Morgan Stanley Asia (Singapore)
Pte.
(various accounts)
0 0.00 - - - - 0 0.00
20-Jun-2014 Purchase of shares 3,52,285 1.06 3,52,285 1.06
01-Aug-2014 Purchase of shares 34,928 0.11 3,87,213 1.17
14-Nov-2014 Sale of shares 2,406 0.01 3,84,807 1.16
28-Nov-2014 Purchase of shares 4,812 0.01 3,89,619 1.17
05-Dec-2014 Sale of shares 1,729 0.01 3,87,890 1.17
19-Dec-2014 Purchase of shares 3,87,755 1.17 7,75,645 2.33
19-Dec-2014 Sale of shares 387,890 1.17 3,87,755 1.17
06-Feb-2015 Sale of shares 497 0.00 3,87,258 1.17
13-Feb-2015 Sale of shares 1,452 0.00 3,85,806 1.16
20-Feb-2015 Sale of shares 2,155 0.01 3,83,651 1.15
06-Mar-2015 Sale of shares 602 0.00 3,83,049 1.15
13-Mar-2015 Sale of shares 952 0.00 3,82,097 1.15
20-Mar-2015 Sale of shares 24,132 0.07 3,57,965 1.08
27-Mar-2015 Sale of shares 250 0.00 3,57,715 1.08
31-Mar-2015 Sale of shares 671 0.00 3,57,044 1.07
31-Mar-2015 At the end of the year 0 0.00 3,57,044 1.07
31
TRENT ~ 63Rd ANNUAL REPORT
(v) Shareholding of Directors and Key Managerial Personnel
Name of Director Shareholding at the beginning
of the year
Cumulative Shareholding at
the end of the year
No.of Shares % of total
Shares of the
company
No.of Shares % of total
Shares of the
company
Mr. N.N. Tata
At the beginning of the year 88,693 0.27 88,693 0.27
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 88,693 0.27 88,693 0.27
Ms. S. Singh*
At the beginning of the year 122 0.00 122 0.00
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 122 0.00 122 0.00
*Appointed w.e.f 3rd March 2015
Name of KMP Shareholding at the beginning
of the year
Cumulative Shareholding at
the end of the year
No.of Shares % of total
Shares of the
company
No.of Shares % of total
Shares of the
company
Mr. M.M. Surti, Company Secretary
At the beginning of the year 722 0.002 722 0.002
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 722 0.002 722 0.002
32 TRENT ~ 63Rd ANNUAL REPORT
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 nancial 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
Total (i+ii+iii) 100.00 130.62 - 230.62
Change in Indebtedness during
the nancial year
•Addition - 5.62 - 5.62
•Reduction - 5.62 - 5.62
Net Change - - - -
Indebtedness at the end of the
nancial 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
Total (i+ii+iii) 100.00 130.62 - 230.62
33
TRENT ~ 63Rd ANNUAL REPORT
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors/ Manager:
(` Crores)
Sl.
No.
Particulars of Remuneration Mr. P. Auld,
MD/ Manager
1 Gross salary
(a) Salary as per provisions contained in Section 17(1) of the Income-
tax Act, 1961 4.61
(b) Value of perquisites under Section 17(2) of the Income-tax Act, 1961 0.62
(c) Prots in lieu of salary under Section 17(3) of Income Tax Act,1961 -
2 Stock Option -
3 Sweat Equity -
4 Commission -
- as % of prot -
- 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.
No.
Particulars of
Remuneration
Name of Directors Total Amount
in `
Mr.
A.D.Cooper
Mr.
Z.S.Dubash
Mr.
B.N.Vakil
Mr.
S.Susman
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
34 TRENT ~ 63Rd ANNUAL REPORT
2 Other Non Executive Directors
Sl.
No.
Particulars of
Remuneration
Name of Directors Total Amount
in `
Mr. F.K. Kavarana* Mr. N.N. Tata Mr. B. Bhat Mr. H. Bhat
1 Fee for
attending
board /
committee
meetings
- 6,82,000 3,28,000 3,00,000 13,10,000
2 Commission 11,50,000 6,50,000 3,00,000 - 21,00,000
3 Others, please
specify
- - - - -
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
(` Crores)
Sl.
No.
Particulars of Remuneration Key Managerial Personnel
Mr. P. Venkatesalu
CFO
Mr. M.M. Surti
Company Secretary
1 Gross salary
(a) Salary as per provisions contained in
Section 17(1) of the Income-tax Act, 1961 1.65 0.45
(b) Value of perquisites under Section 17(2) of
the Income-tax Act, 1961 0.06 -
(c) Prots in lieu of salary under section 17(3)
of Income Tax Act, 1961 - -
2 Stock Option - -
3 Sweat Equity - -
4 Commission - -
- as % of prot - -
- others, specify - -
5 Others, please specify - -
Total 1.71 0.45
35
TRENT ~ 63Rd ANNUAL REPORT
VII PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type Section
of the
Companies
Act
Brief
Description
Details of
Penalty /
Punishment/
Compounding
fees imposed
Authority
[RD/
NCLT
/
COURT]
Appeal
made,
if any
(give
Details)
A. COMPANY
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
B. DIRECTORS
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
C. OTHER OFFICERS
IN DEFAULT
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
36 TRENT ~ 63Rd ANNUAL REPORT
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 condence witnessed improvement in the nancial
year under review with economic growth gaining momentum especially in the second half of the year.
This is possibly attributable to decreasing inationary 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 scal
consolidation.
GDP growth (%) (YOY)
14-1513-1412-1311-1210-1109-1008-0907-08
9.3%
6.7%
8.6% 8.9%
6.7%
4.5% 4.7%
5.9%
Source: RBI
As observed in prior years, the organized retail space in the rst decade of this century was viewed as oering
enormous potential for growth in India. However, post FY08 the industry witnessed a sharp moderation
in expectations with most retailers across formats facing signicant 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 double-
digit 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 ination 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 o 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 stiing 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
37
TRENT ~ 63Rd ANNUAL REPORT
space, fragmented across sub-segments and oering 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 inuenced by western culture and exposure to online & social media have boosted the
organized retail markets. Immense scope is seen for banners oering an innovative product range to
meet the aspirations of the brand conscious consumers with evolving preferences.
Population in Age group 15-25 (in Millions)
202020152010200520001995
18.30 20.20 21.80 23.30 24.20
24.50
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 oer 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 signicantly over the next decade.
Growing Purchasing Power of Indian Middle Class
Source: McKinsey Report
2015 2025
0.3
0.6
5.5
10.6
7.4
1
9.5
9.3
5
3.4
< ` 90,000 p.a
` 90,000 - 2,00,000 p.a
` 2,00,000 - 5,00,000 p.a
` 5,00,000 - 10,00,000 p.a
>` 10,00,000 p.a
Number of Household (` in Crores)
Household Income bracket
38 TRENT ~ 63Rd ANNUAL REPORT
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 aorded by
the demographics, the following factors/ trends are seen contributing to growth in spending overall, and
particularly for organized retail over the medium term:
• Changingfamilylevelorganization/roledenitionsandexposure
− More nuclear families
− Increase in the number of working women
− Kids being more informed and demanding
• Increasingexposuretoandinuenceofcosmopolitanmedia;consequentadoptionofWesternhabits
and markedly higher brand consciousness
• Easieravailabilityofjobs(especiallyOutsourcing&ITrelated);BFSI&relatedemploymentisexpected
to increase to over 12 million in the coming decade
• Increasedavailabilityofcredit/socialacceptanceofconsumptionaidedbyborrowings;itisestimated
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 oers in India, but there are also
some signicant challenges that need to be tackled including:
• Costpressures–therehasbeensignicantinationinenergycostsandcommonareamaintenance
charges in malls in the last few years
• Availabilityofretailtalent–thelastfewyearshaveseenchallengesrelatedtopaucityandretentionof
trained talent
• Qualityrealestate–thereislimitedavailabilityofqualityrealestate.This,coupledwithhighrentals
and non-adherence to committed schedule by builders pose signicant challenges to deployment of
strategic plans related to expansion
• Locallegislations–multiplelocallegislationsacrossthecountrymakeitchallengingforanyorganization
with pan-India presence
• Supplychainmanagement–multipleissueswithrespecttoinfrastructureposeobstaclesinensuring
availability for customers
• Complexityintaxation–inconsistenttaxregimeacrossvariousstatesmakesitdiculttomanagea
pan-India network of stores
Organized retail industry in FY14-15
In our view, during the nancial year under review the key factors and developments that impacted the
organized retail industry in India were:
− the near term consumption triggers (GDP growth, ination & 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
39
TRENT ~ 63Rd ANNUAL REPORT
With varying degrees of impact the retailers in India have witnessed during the Financial Year 2014-2015:
a) Consumer condence and o-take especially in volume terms was muted especially in the rst quarter
of the year, with consumer spending possibly getting impacted by a lower level of discretionary
household budget given the pronounced ination witnessed in various categories coupled with
higher borrowing costs. The consumer sentiment saw improvement in the latter part of the scal with
the easing of ination amongst other factors.
b) Aggressive e - commerce & digital retailing in the last two years has intensied the competition across
categories; this challenge was even more pronounced for retailers oering primarily third party brands.
c) Signicant 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 diculty in
obtaining properties at acceptable economics
− the operational diculties in managing retail mall/ shopping centre; and
− importantly the signicant 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 oers.
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)
10-119-10
14-1513-1412-1311-1210-1109-10
Cumulative stores*
1,067
1,511
1,845
2,132
2,333
2,284
88
107 114 116
128 128
*Includes stores operated by Inditex Trent Retail India Private Limited and Trent Hypermarket Limited.
40 TRENT ~ 63Rd ANNUAL REPORT
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 agship format – oers 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 eectively 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 oers a wide choice of products, including staple
foods, beverages, health and beauty products, apparel, home furnishings, vegetables, fruits, dairy and non-
vegetarian products. The market reception for Star stores have been encouraging and the format is in the
process of establishing itself as a place oering 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 – oers a range of books, toys, sports merchandize, stationery &
technology accessories. The back-end operations relating to the format have been signicantly integrated
with that of the Westside format to drive synergies and contain overhead costs. A signicant restructuring
exercise has been concluded during the period under review involving signicant rationalization of the
store portfolio, further restructuring of the product oer and material changes to the look & feel of the
retained stores.
Operations – Westside
The Westside format oering 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.
41
TRENT ~ 63Rd ANNUAL REPORT
Westside Stores – Total Sales Growth and Like-for-Like Sales Growth (%)
16%
24%
21%
16% 18% 18%
1%
11%
6% 7%
9%
11%
Total Sales growth LFL Sales growth
09-10 10-11 11-12 12-13 13-14 14-15
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 oerings 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 oer for 25+ women.
Trendy 9-to-9 fashion for woman.
Premium Indian wear oering – in silk and handloom
blends with handcrafted embroidery.
Young casual fashion brand.
42 TRENT ~ 63Rd ANNUAL REPORT
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 scal. 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 condent modern day
woman, the innerwear brand looks at further enhancing the personal fashion
quotient by oering 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 oering 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 oer related initiatives
Gourmet West and Lakeland are two relatively new areas we have ventured into in the recent years. We
believe that they would aord the Westside format signicant growth potential over time.
Gourmet West – the premium food & beverages oer 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
43
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.
Ecient 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% eciency for the last two years. Higher levels of eciency 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 eort 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 eciency and we
have witnessed an improving trend (as depicted in the chart below), in the recent years. Results reect
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.
14-1513-1412-1311-1210-1109-10
0.78%
0.87%
0.51% 0.50%
0.28% 0.24%
Shrinkage % to Sales
44 TRENT ~ 63Rd ANNUAL REPORT
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.
14-1513-1412-1311-1210-1109-10
Bill Size (`)
1,116 1,210 1,361 1,421 1,543 1,701
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 t 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 rst quarter of the current nancial year one store has been opened in Bangalore CMJ Mall.
14-1513-1412-1311-1210-1109-1008-0907-0806-0705-0604-0503-0402-0301-02
Cumulative New stores
New stores
87
11
13
7
22 2
54
3
10
6
8
6813 15 21 25 28
36
43
54
67 70
80 85
45
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-dened 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 protable in a relatively short
span of time. Today, irrespective of whether you are in Kochi or Jammu, Guwahati or Goa, you are likely to
nd 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 oering.
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 eectiveness 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 oering 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 oerings 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 oer
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 signicant 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.
46 TRENT ~ 63Rd ANNUAL REPORT
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 denitive 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 rst tranche of Tesco’s infusion
to be committed to green-eld 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 oer in terms of value, range & service. Also, the proposed
investments into the supply chain should aord eciencies and give manufacturers, suppliers &
farmers an ecient route to market.
• Expansion: The JV is focussed on evolving a sustainable store model that will allow a signicant 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.
47
TRENT ~ 63Rd ANNUAL REPORT
14-1513-1412-1311-1210-1109-10
274
Total Revenue from Operations (` Crores)
Cumulative stores (THL)
489
648
781
15 16
7
11
15
17
795 790
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 o 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 os associated with closure of these two stores contributed signicantly 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 nancial year was again a challenging one for Landmark. The overall results were below expectations.
During the year under review, the Company undertook a signicant 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 signicant
rationalization of the store portfolio, further restructuring of the product oer 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 signicant. The full impact on revenues
primarily on account of closure of stores will be witnessed in FY15-16.
48 TRENT ~ 63Rd ANNUAL REPORT
The principle measures pursued in the period under review include:
Focus of newer growth categories – The product portfolio has been signicantly 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 rst 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-conguration 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 eorts 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 signicantly 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 nancial 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
oer. 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.
49
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 diculties in collections (given the closure/ signicant
downsizing of several key book retailers) and the signicant 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 nancial 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 Prot After Tax of ` 100.03 Crores (` 54.24 Crores in
FY13-14).
• TheexceptionalitemsfortheyearrepresentprotonsaleofpartoftheequitysharesheldinTHLto
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 xed assets as per the useful life specied 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.
50 TRENT ~ 63Rd ANNUAL REPORT
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 Prot 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 reects 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 prot 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 xed assets ` 2.70 Crores and others
` 4.89 Crores. Further consolidated results also reect the following:
• gainsamountingto` 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’sdecisiontocharge-outthecarriedforwardDeferredTaxAssetof` 23.57 Crores to the prot
& loss account as a matter prudence;
• THWPLbecomingawhollyownedsubsidiaryofTHLduringthelatterpartofFY14-15;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 dened system of internal controls for nancial reporting of transactions and compliance
with relevant laws and regulations commensurate with its size and nature of business. The Company also
has a well-dened 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 rms. As part of the eort to evaluate the eectiveness 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 qualied and
experienced personnel and reports directly to the Audit Committee of the Board. The Audit Committee
regularly reviews the audit ndings as well as the adequacy and eectiveness 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-Prot) 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
51
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 benecial to the business as
well and focuses on:
• Creatingmorejobsforthesocietybyfollowingagrowthagenda,andrecruitingfreshersfromlocal
community
• Increasingemployabilityoftheemployeesattheentrylevelthroughcrosstrainingsothattheycan
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 eorts 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 sta, it is marginal amongst corporate sta.
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 sta 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 sta strength (including corporate sta)
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:
• EnergyConservation
• LogisticsEciency
• e-WasteManagement
• ProductManufacturing&Packaging
Targets are set for energy consumption at stores and oces and adherence monitored on a monthly basis.
Logistics eciency with a focus towards reducing carbon footprint helps the organization reap business
benets as well. e-Waste is managed through certied suppliers. Reduction in usage of plastic in product
packaging also helps the Company in making its operations a green one.
Prot
Since its inception, the company has had a focus on delivering value for all its stakeholders. It has operated
on the principles of eective cost management without compromising the quality of products retailed
from the stores.
52 TRENT ~ 63Rd ANNUAL REPORT
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 signicant 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 oers that are compelling to the
target audience & aord greater degree of control on key elements of the customer proposition;
Emphasize sustainable store level protability and only scale up with new stores locations that are
expected to be protable 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 protable growth of
respective formats.
Risk and Concerns
Retail real estate availability and costs: Signicant 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 signicantly.
Electricity availability & costs: Electricity is one of the largest components of our costs and has
increased signicantly in recent years, especially in States like Maharashtra. Separately, higher power
decits 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.
53
TRENT ~ 63Rd ANNUAL REPORT
Reconguration 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 signicant
nancial 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 dier materially from those expressed or implied.
Important factors that could make a dierence to the Company’s operations include economic conditions
aecting 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.
54 TRENT ~ 63Rd ANNUAL REPORT
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 ecient 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 Eectiveness 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.
55
TRENT ~ 63Rd ANNUAL REPORT
Name Category No. of Board Meetings
attended during
2014-2015
Whether attended
last AGM held on
Thursday 14th
August, 2014
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
Held Attended Chairman Member
Mr. N. N. Tata
(Chairman)
DIN: 00024713
Non-Independent
Non-Executive 8 8 Yes 8 1 1 88,693
Mr. A. D. Cooper
DIN: 00026134
Independent
Non-Executive 8 8 Yes 5 3 1 Nil
Mr. Z.S. Dubash
DIN: 00026206
Independent
Non-Executive 8 5 Yes 1 Nil Nil Nil
Mr. B. Bhat
DIN: 00148778
Non-Independent
Non-Executive 8 6 No 5 Nil 2 Nil
Mr. S. Susman
DIN:03503013
Independent
Non-Executive 8 5 No Nil Nil Nil Nil
Mr. B. N. Vakil
DIN:00283980
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.
Mr. P. Venkatesalu****
DIN: 02190892
Non-Independent
Executive 8 N.A. N.A. N.A. N.A. N.A. N.A.
* 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 nancial year.
** Appointed as an Additional Director with eect from 3rd March 2015
*** Appointed as an Additional Director with eect from 27th May 2015
**** Appointed as an Executive Director with eect 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 Non-
Independent 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 conrmations 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 conrmations from the Non-Executive Directors regarding
compliance of the Code for the period ended 31st March 2015. A declaration to this eect duly signed by
the Managing Director is annexed hereto. Both the Codes are posted on the website of the Company.
56 TRENT ~ 63Rd ANNUAL REPORT
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 dened 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 fulllment of key responsibilities, Board
structure and composition, establishment and delineation of responsibilities to various Committees,
eectiveness 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) Terms of reference:
• Oversight of the company’s nancial reporting process and the disclosure of its nancial
information to ensure that the nancial statement is correct, sucient and credible;
• Recommendationforappointment,remunerationandtermsofappointmentofauditorsof
the company;
• Approvalofpaymenttostatutoryauditorsforanyotherservicesrenderedbythestatutory
auditors;
• Reviewing, with the management, the annual nancial statements and auditor’s report
thereon before submission to the board for approval;
• Reviewing,withthemanagement,thequarterly nancial statementsbeforesubmissionto
the board for approval;
• Reviewing,withthemanagement,thestatementofuses/applicationoffundsraisedthrough
an issue, the statement of funds utilized for purposes other than those stated in the oer
document / prospectus / notice and making appropriate recommendations to the Board to
take up steps in this matter;
• Reviewandmonitortheauditor’sindependenceandperformance,andeectivenessofaudit
process;
• Approvaloranysubsequentmodicationoftransactionsofthecompanywithrelatedparties;
• Scrutinyofinter-corporateloansandinvestments;
57
TRENT ~ 63Rd ANNUAL REPORT
• Valuationofundertakingsorassetsofthecompany,whereveritisnecessary;
• Evaluationofinternalnancialcontrolsandriskmanagementsystems;
• Reviewing,withthemanagement,performanceofstatutoryandinternalauditors,adequacy
of the internal control systems;
• Reviewingtheadequacyofinternalauditfunction;
• Discussionwithinternalauditorsofanysignicantndingsandfollowupthereon;
• Reviewing the ndings 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;
• Discussionwithstatutoryauditorsbeforetheauditcommences,aboutthenatureandscope
of audit as well as post-audit discussion to ascertain any area of concern;
• Tolookintothereasonsforsubstantialdefaultsinthepaymenttothedepositors,debenture
holders, shareholders and creditors;
• ToreviewthefunctioningoftheWhistleBlowermechanism;
• ApprovalofappointmentofCFO(i.e.,thewhole-timeFinanceDirectororanyotherperson
heading the nance function or discharging that function) after assessing the qualications,
experience and background, etc. of the candidate;
• Carrying out any other function as is mentioned in the terms of reference of the Audit
Committee;
• generallyallitemslistedinClause49(III)(D)oftheListingAgreementandinSection177ofthe
Companies Act, 2013;
• TheAuditCommitteeshallmandatorilyreview(i)theManagementdiscussionandanalysis
of nancial condition and results of operations; (ii) Statement of signicant 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;
• ProvidingguidancetotheComplianceOcerforsettingforthpoliciesandimplementationof
the revised Tata Code of Conduct for Prevention of Insider Trading and the Code of Corporate
Disclosure Practices;
• TonoteandtakeonrecordthestatusreportsdetailingthedealingsbyDesignatedPersonsin
Securities of the Company, as submitted by the Compliance Ocer;
• Togivesuitabledirectionsforinitiatingpenalactionagainstanypersonuponbeinginformed
by the Compliance Ocer that such person has violated the revised Code and / or the New
Regulations.
The Audit Committee meetings are usually attended by the Chief Financial Ocer,
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.
58 TRENT ~ 63Rd ANNUAL REPORT
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 nancial, 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 signicant 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) Terms of reference:
• RecommendtotheBoardthesetupandcompositionoftheBoardanditscommittees.This
shall include “Formulation of the criteria for determining qualications, positive attributes and
independence of a Director”;
• RecommendtotheBoardtheappointmentorreappointmentofDirectors;
• DeviseapolicyonBoarddiversity;
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• RecommendtotheBoardappointmentofKeyManagerialPersonnel;
• SupporttheBoardandIndependentDirectorsinevaluationoftheperformanceoftheBoard,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;
• OverseefamiliarisationprogrammesforDirectors;
• Oversee the HR philosophy, HR and People strategy and HR practices including those for
leadership development, rewards and recognition, talent management and succession
planning (specically for Board, KMP and executive team);
• ReviewretirementbenetstobepaidundertheRetirementBenetGuidelinesadoptedbythe
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:
60 TRENT ~ 63Rd ANNUAL REPORT
“(a) the level and composition of remuneration is reasonable and sucient 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 xed and incentive pay reecting 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
• IndependentDirectors(“ID”)andNon-IndependentNon-ExecutiveDirectors(“NED”)maybe
paid sitting fees (for attending the meetings of the Board and of committees of which they
may be members) and commission within regulatory limits.
• Withintheparametersprescribedbylaw,thepaymentofsittingfeesandcommissionwillbe
recommended by the NRC and approved by the Board.
• Overall remuneration (sitting fees and commission) should be reasonable and sucient 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).
• OverallremunerationshouldbereectiveofsizeoftheCompany,complexityofthesector/
industry/ Company’s operations and the Company’s capacity to pay the remuneration and
overall remuneration practices should be consistent with recognized best practices.
• Quantumofsittingfeesmaybesubjecttoreviewonaperiodicbasis,asrequired.
• TheaggregatecommissionpayabletoalltheNEDsandIDswillberecommendedbytheNRC
to the Board based on Company performance, prots, return to investors, shareholder value
creation and any other signicant qualitative parameters as may be decided by the Board.
• TheNRCwillrecommendtotheBoardthequantumofcommissionforeachDirectorbased
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.
• Inadditiontothesittingfeesandcommission,theCompanymaypaytoanyDirectorsuch
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 sucient to attract and retain talented and
qualied individuals suitable for every role. Hence remuneration should be Market competitive,
driven by the role played by the individual, reective 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.
• Intermsofremunerationmixorcomposition,
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.
61
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o Basic/ xed 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/ xed salary, the Company provides employees with certain
perquisites, allowances and benets to enable a certain level of lifestyle and to oer
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/ xed salary, benets, 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 dened 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.
• TheCompanyprovidestherestoftheemployeesaperformancelinkedbonus.Theperformance
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 eect 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 nancial year 2014-15 is given below:
Non-Executive Directors
Name of the Director Commission for the nancial year
2013-2014 paid in
2014-2015
[`]
Sitting Fees for attending Board
and Committee Meetings for
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 eect from 1st April 2014
** Appointed as an Additional Director with eect from 3rd March 2015
62 TRENT ~ 63Rd ANNUAL REPORT
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 eect 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 Independent Non-Executive 7 7
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.
63
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7] Stakeholders’ Relationship Committee
a) Terms of reference:
• Reviewstatutorycompliancerelatingtoallsecurityholders;
• Considerandresolvethegrievancesofsecurityholdersofthecompanyincludingcomplaints
related to transfer of securities, non-receipt of annual report/ declared dividends/ notices/
balance sheet;
• Overseecompliancesinrespectofdividendpaymentsandtransferofunclaimedamountsto
the Investor Education and Protection Fund;
• OverseeandreviewallmattersrelatedtothetransferofsecuritiesoftheCompany;
• ApproveissueofduplicatecerticatesoftheCompany;
• ReviewmovementsinshareholdingandownershipstructuresoftheCompany;
• EnsuresettingofpropercontrolsandoverseeperformanceoftheRegistrarandShareTransfer
Agent;
• Recommendmeasuresforoverallimprovementofthequalityofinvestorservices.
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 Ocer : Mr. M. M. Surti
Company Secretary
Corporate Oce : 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 Received during the
year
Resolved during the
year
Closing Balance
Nil 8 8 Nil
[c] No. of pending share transfers / requests for dematerialization of shares as on 31st March 2015:
Nil.
64 TRENT ~ 63Rd ANNUAL REPORT
8] Corporate Social Responsibility Committee
a) Terms of reference:
• FormulateandrecommendtotheBoard,aCorporateSocialResponsibility(CSR)Policywhich
shall indicate the activities to be undertaken by the company;
• Recommendtheamountofexpendituretobeincurredontheactivitiesreferredtoinclause
above;
• MonitortheCSRPolicyofthecompanyfromtimetotime;
• Overseethecompany’sconductwithregardtoitscorporateandsocietalobligationsandits
reputation as a responsible corporate citizen;
• Overseeactivitiesimpactingthequalityoflifeofvariousstakeholders.
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 dened 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 nancial statements, particularly, the investments
made by the Company’s non-listed subsidiary companies. Attention of the Directors of the Company is
drawn to all signicant transactions and arrangements entered into by the subsidiary companies.
65
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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. Walchand Hirachand Hall, 4th Floor,
Indian Merchants’ Chamber (IMC),
IMC Building, IMC Marg, Churchgate,
Mumbai – 400 020
61st AGM 2nd August 2013 11.00 a.m.
62nd AGM 14th August 2014 11.00 a.m.
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
2nd August 2013 Yes Commission to Non-Whole Time Directors
14th August 2014 Yes Re-appointment of Mr. P. Auld as a ‘Manager’
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 ScheduleV to the Act for
appointment of Mr. P. Auld as the Managing Director of the Company
• PursuanttoSections42and71oftheCompaniesAct,2013foroerorinvitationtosubscribeto
Non-Convertible Debentures on a private placement basis and
• PursuanttoSection180(1)(a)oftheCompaniesAct,2013forcreationofchargeonmovableand
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:
66 TRENT ~ 63Rd ANNUAL REPORT
Resolution No.1
Promoter /
Public
No. of shares
held
No. of votes
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) (2) (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 77,76,879 2,812 99.96 0.04
Public-
Others
92,17,783 11,25,894 12.21 11,22,372 3,522 99.69 0.31
Total 3,32,31,544 1,97,43,600 59.41 1,97,37,266 6,334 99.97 0.03
Resolution No.2
Promoter /
Public
No. of shares
held
No. of votes
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) (2) (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
Public-
Others
92,17,783 11,23,866 12.19 11,15,172 8,694 99.23 0.77
Total 3,32,31,544 1,97,41,572 59.41 1,97,32,878 8,694 99.96 0.04
67
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Resolution No.3
Promoter /
Public
No. of shares
held
No. of votes
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) (2) (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
Public-
Others
92,17,783 11,22,550 12.18 11,15,028 7,522 99.33 0.67
Total 3,32,31,544 1,97,40,256 59.40 19,732,734 7,522 99.96 0.04
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 Prot and Loss Account in the Annual Report.
b) There are no materially signicant related party transactions of the Company which have potential
conict 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 signicant 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 conict with the interests of the Company
at large. Declarations have been received from the senior management personnel to this eect.
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:
• ThenancialstatementsoftheCompanyareunqualied.
• TheChairmanoftheBoardisaNon-ExecutiveDirectorandhispositionisseparatefromthatof
the Managing Director
• TheInternalAuditorreportstotheAuditCommittee
68 TRENT ~ 63Rd ANNUAL REPORT
f) The Company has laid down a process of assessing risk management. The scope of Audit Committee
includes review of Company’s nancial 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 nancial 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 nancial results.
Whenever applicable, the Company also displays ocial 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) Certicate
A qualied 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 conrms
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, certicates 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 nancial year 2014-2015
Stock Code BSE NSE
EQUITY 500251 TRENT EQ
NSE - NCDS
TRE16
TRE17
69
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Debenture Trustee
Axis Trustee Services Limited
Registered & Corporate Oce 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:
BSE NSE
Month High
[Rs.]
Low
[Rs.]
No. of
Shares
Traded
High
[Rs.]
Low
[Rs.]
No. of
Shares
Traded
April 2014 1024.20 969.95 138084 1021.25 968.80 408540
May 2014 1039.75 958.85 95672 1042.50 956.40 591150
June 2014 1269.05 1043.25 369029 1256.30 1042.00 958278
July 2014 1270.80 1187.50 58000 1267.40 1189.45 479955
August 2014 1226.85 1112.65 98817 1226.20 1109.30 392772
September 2014 1433.45 1147.75 132560 1436.50 1150.65 540438
October 2014 1385.50 1306.25 59047 1388.25 1310.40 252882
November 2014 1555.65 1343.40 132846 1553.60 1340.65 495989
December 2014 1578.95 1386.80 52060 1581.10 1384.55 290688
January 2015 1504.45 1389.65 79102 1502.45 1392.35 316974
February 2015 1492.60 1418.80 50761 1493.75 1418.40 231003
March 2015 1484.45 1448.10 47145 1504.80 1450.95 374478
(Source: The information is compiled from the data available on the BSE & NSE Websites.)
Performance of Share Price of the Company in comparison to the BSE Sensex
900
1000
1100
1200
1300
1400
1500
Trent Share Price
20000
21000
22000
23000
24000
25000
26000
27000
28000
29000
30000
BSE-Sensex
Apr 14
May 14
Jun 14
Jul 14
Aug 14
Sep 14
Oct 14
Nov 14
Dec 14
Jan 15
Feb 15
Mar 15
Trent Share Price
BSE Sensex
70 TRENT ~ 63Rd ANNUAL REPORT
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 Tel: 022 - 6656 8484
Unit: Trent Limited Fax: 022 - 6656 8494
6-10 Haji Moosa Patrawala Industrial Estate, Email Id: csg-unit@tsrdarashaw.com
20 Dr. E Moses Road, Near Famous Studio, website : www.tsrdarashaw.com
Mahalaxmi, Mumbai - 400 011
(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 oces,
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.
71
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:
Category
As on 31st March, 2015 As on 31st March, 2014
% Variance 15
v/s 14
Number of
Equity Shares
Held
% to Paid-up
Capital
Number of
Equity Shares
Held
% to Paid-up
Capital
Promoters 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%).
72 TRENT ~ 63Rd ANNUAL REPORT
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.
Benets of Dematerialization:
Shares held in dematerialized form have several advantages like immediate transfer of shares, faster
settlement cycle, faster disbursement of non-cash corporate benets like rights, etc., lower brokerage,
ease in portfolio monitoring, etc. Besides, risks associated with physical certicates such as forged
transfer, fake certicates, bad deliveries, loss of certicates in transit, get eliminated.
Since there are several benets 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 Letter on plain paper.
1995-96 to 2006-07 - Already transferred to IEPF.
Upto 1994-95 Oce 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
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.
73
TRENT ~ 63Rd ANNUAL REPORT
Green Initiatives:
The Ministry of Corporate Aairs 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:
• Shareholderneednotmakefrequentvisitstohisbankfordepositingthephysicalwarrants.
• Promptcredittothebankaccountoftheshareholderthroughelectronicclearing.
• Fraudulentencashmentofwarrantisavoided.
• Delays/lossinpostaltransitisavoided.
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.
74 TRENT ~ 63Rd ANNUAL REPORT
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 nancial 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 eciency or eectiveness with which the management has conducted the aairs of the Company.
For N.M. Raiji & Co.
Chartered Accountants
Registration no. 108296W
CA. Y. N. Thakkar
Date: 27th May, 2015 Partner
Place: Mumbai 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
conrm that all the Directors and the Senior Management Personnel of the Company have armed
compliance to their respective Codes of Conduct, as applicable to them for the Financial Year ended 31st
March 2015.
For Trent Limited
P. Auld
Mumbai, 27th May 2015 Managing Director
75
TRENT ~ 63Rd ANNUAL REPORT
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
76 TRENT ~ 63Rd ANNUAL REPORT
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. Inniti, 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
77
TRENT ~ 63Rd ANNUAL REPORT
50. Korum Mall, Upper Ground Floor, Cadbury Compound, Mangal Pandey Road, Thane (West) 400606;
Tel: 022-25417402/03
51. City Centre Mall, Plot No.117 to 133, Opp. Trimbak Road, Lawate Nagar, Untwadi Road, Nashik 422002;
Tel: 0253-2570029/34
52. Prozone Mall, Plot No.80, Chikalthana Industrial Area, Masanatpur, Dist. Aurangabad 431210;
Tel: 0240-6618912/13/14
53. Phoenix Market City, Survey No.207, Behind Baker Gauges, Next to Tyco Electronics, Viman Nagar,
Nagar Road, Pune 411014; Tel: 020-30950500/503
54. Inniti Mall-II, Unit No. 001/101, Rajan Pada, Ijjimma Service Road, Linking Road, Malad (West),
Mumbai 400064; Tel: 022-67255408
55. R City Mall, L.B.S. Marg, Ghatkopar (West), Mumbai 400080; Tel: 022-61273234/35
56. SFC Megaa Mall, Shop No. 9 - 12, M. G. Road, Station Chowk, Sangli 416416; Tel: 0233-2621532
57. Seasons Mall, Magarpatta City, Hadapsar, Upper Ground Floor, G 22-23, adjacent to Star Bazaar,
Pune 411028; Tel: 020-67230229/32
58. 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. Ampa Skywalk Mall, Nelson Manickam Road No.1, Aminjikarai, Chennai 600029; Tel: 044-23746973/74
66. Express Avenue Mall, Express Estate, No. 2, Club Road, Anna Salai, Chennai 600002;
Tel: 044-28464171/72
67. The Forum, Vijaya Mall, Arcot Road, Vadapalani, Chennai 600026; Tel: 044-23623600/04
68. Mayfair Exports, 84, G. N. Chetty Road, T. Nagar, Chennai 600017; Tel: 044-28151600
69. Brooke Fields Mall, 67-71, Krishnaswamy Road, Coimbatore 641001; Tel: 0422-2255224/25/29
70. 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 oor, The Forum, Sujana Mall, Plot No. S-16, Malayasian Township,
Survey No.1009, KPHP Phase-IV, Kukatpally, Hyderabad 500072; Tel: 040-30534173
78 TRENT ~ 63Rd ANNUAL REPORT
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. Pacic 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 Oce, 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 oor, Brigade Gateway, No. 26/1, 80 Feet Road,
Malleswaram, Bengaluru 560055; Tel: 8147061351
Maharashtra
3. Unit F-41 & 42, Inorbit Mall, 1st Floor, Plot No:-39/1, Sector-30A,Vashi, (Near Vashi Railway Station),
Navi Mumbai 400705; Tel: 7208000625
4. 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@orahyper-tata.com
2. Imperial Square Mall, Opp. Aalishan Enclave Apts., Hazira Road, Adazan, Surat 395009;
Email: Shrikant.sharma@orahyper-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
79
TRENT ~ 63Rd ANNUAL REPORT
2. HM Vibha Tower, Ward No.63, Koramangala, Bengaluru 560029;
Email: hariharan.natarajan@trenthyper-tata.com
3. 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
4. Star Market, VGR Essor, 17th Cross, 5th Main, HSR Layout, 7th Sector, Bengaluru 560102;
Email: Ashok.Kumar@trenthyper-tata.com
5. Star Extra, Varthur Main Road, Munnekolala, Kundalahalli Gate, Opp. Shankara Eye Hospital,
Bengaluru 560037; Email: albert.mendonca@trenthyper-tata.com
6. Star Daily, No.29, 18th Main Road, T Block, Jayanagar, Bengaluru 560041;
Email: Veeramani.G@trenthyper-tata.com
7. Star Daily, 4/58. II Main, Nagarabhavi Main Road, Thimmenahalli, Govindraj Nagar, Bengaluru 560040;
Email: k.murugan@trenthyper-tata.com
8. 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, O. New Link Road, Andheri (West), Mumbai 400053;
Email: naimesh.tungare@trenthyper-tata.com
10. Korum Mall, Near Cadbury Co., Pokhran Road No.1, O. 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
80 TRENT ~ 63Rd ANNUAL REPORT
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF TRENT LIMITED
Report on the Financial Statements
We have audited the accompanying nancial statements of Trent Limited (‘the Company’) which comprise
the Balance Sheet as at 31st March 2015, the Statement of Prot and Loss and the Cash Flow Statement for
the year then ended and a summary of signicant 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 nancial statements that
give a true and fair view of the nancial position, nancial performance and cash ows of the Company in
accordance with the accounting principles generally accepted in India, including Accounting Standards
specied 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
nancial controls, that were operating eectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the nancial 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 nancial 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 specied 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 nancial statements are free from
material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the nancial statements. The procedures selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the nancial statements, whether due to fraud or error.
In making those risk assessments, the auditor considers internal nancial control relevant to the Company’s
preparation of the nancial 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 nancial controls system over nancial reporting and the
eectiveness 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 nancial statements.
We believe that the audit evidence we have obtained is sucient and appropriate to provide a basis for our
audit opinion on the nancial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid nancial statements give the information required by the Act in the manner so required and give
81
TRENT ~ 63Rd ANNUAL REPORT
a true and fair view in conformity with the accounting principles generally accepted in India, of the state of
aairs of the Company as at 31st March, 2015, of its prot and its cash ows 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 specied 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 Prot 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 nancial statements comply with the Accounting Standards
specied under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014.
e. On the basis of written representations received from the directors, and taken on record by
the Board of Directors, none of the directors is disqualied as on 31st March 2015 from being
appointed as a director in terms of sub-section (2) of section 164 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 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 nancial position in its
nancial statements – Refer note no. 4.1 & 4.2 forming part of nancial 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 nancial 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
82 TRENT ~ 63Rd ANNUAL REPORT
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 xed assets.
b) As explained to us, physical verication of major items of xed assets was conducted by the
management during the year. In our opinion, the frequency of physical verication 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 verication were not
signicant.
ii) a) The inventories have been physically veried by the management at reasonable intervals during
the year.
b) In our opinion, the procedures of physical verication 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 verication 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, rms 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 xed 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.
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 :
83
TRENT ~ 63Rd ANNUAL REPORT
Particulars Financial year to which
the matter pertains
Forum where dispute is
pending
Amount
(` in Crores)
Income Tax 2010-11 & 2011-12 Commissioner (Appeals) 1.46
Sales Tax
1995-1996 & 2002-2003 Deputy Commissioner
(Appeals)
0.02
2007-08 & 2008-2009 Commissioner (Appeals) 0.19
Entry Tax 2013-2014 & 2014-2015 High Court 0.70
c) 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 nancial statements.
viii) The Company does not have any accumulated losses at the end of the nancial year and has not
incurred any cash losses during the nancial year covered by our audit and in the immediately
preceding nancial year;
ix) The Company has not defaulted in repayment of dues to debenture holders and has not taken any loan
from nancial 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
84 TRENT ~ 63Rd ANNUAL REPORT
Balance Sheet as at 31st March 2015
(` in Crores)
Particulars Note
No. Page Figures as at
31st March
2015
Figures as at
31st March 2014
I. EQUITY AND LIABILITIES
1 SHAREHOLDERS’ FUNDS
(a) Share Capital 1.1 86-87 33.23 33.23
(b) Reserves and Surplus 1.2 88 1,338.69 1,283.19
1,371.92 1,316.42
2 NON-CURRENT LIABILITIES
(a) Long-Term Borrowings 1.3 89 75.00 225.00
(b) Deferred Tax Liabilities (Net) 1.11 97 - 0.58
(c) Other Long Term Liabilities 1.4 90 2.61 2.61
(d) Long-Term Provisions 1.5 90 36.73 109.82
114.34 338.01
3 CURRENT LIABILITIES
(a) Trade Payables 1.6 90 142.64 163.42
(b) Other Current Liabilities 1.7 91 213.95 53.65
(c) Short-Term Provisions 1.8 91 119.30 30.99
475.89 248.06
TOTAL 1,962.15 1,902.49
II. ASSETS
1 NON-CURRENT ASSETS
(a) Fixed Assets 1.9 92
(i) Tangible Assets 383.24 335.60
(ii) Intangible Assets 4.53 7.34
(iii) Capital Work-in-Progress 46.18 36.36
(b) Non-Current Investments 1.10 93-97 1,012.81 754.80
(c) Deferred Tax Assets (Net) 1.11 97 3.96 -
(d) Long-Term Loans and Advances 1.12 98 71.60 147.40
1,522.32 1,281.50
2 CURRENT ASSETS
(a) Current Investments 1.13 98-99 24.64 107.60
(b) Inventories 1.14 100 250.37 264.53
(c) Trade Receivables 1.15 100 2.21 3.86
(d) Cash and Cash Equivalents 1.16 100 28.62 32.85
(e) Short-Term Loans and Advances 1.17 101 133.15 204.74
(f) Other Current Assets 1.18 101 0.84 7.41
439.83 620.99
TOTAL 1,962.15 1,902.49
Signicant 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, N. N. TATA Chairman
Chartered Accountants
Registration No.108296W H. BHAT
A. D. COOPER
Y.N.Thakkar M.M. SURTI P. VENKATESALU Z. S. DUBASH Directors
Partner Company Secretary Chief Financial Ocer B. BHAT
Membership No. 33329 S. SINGH
A. SEN
Mumbai, 27th May 2015 PHILIP AULD Managing Director
85
TRENT ~ 63Rd ANNUAL REPORT
Prot and Loss statement for the Period ended 31st March 2015
(` in Crores)
Particulars Note
No.
Page Figures for the
Year ended
31st March 2015
Figures for the
year ended
31st March 2014
I. Revenue from Operations(Net) 2.1 102 1,358.00 1,241.55
II. Other Income 2.2 102 74.47 64.81
III. Total Revenue (I+II) 1,432.47 1,306.36
IV. Expenses:
a. Cost of Raw Materials Consumed 2.3 103 1.38 0.91
b. Purchases of Stock-in-Trade 665.82 672.44
c. Changes in inventories of nished
goods work-in-progress and Stock-in-
Trade[(Accretion)/decretion]
2.4 103 13.84 (16.85)
d. Employee Benets Expense 2.5 103 123.99 104.48
e. Finance costs 2.6 103 7.03 7.05
f. Depreciation and Amortization Expense 1.9 92 39.84 25.60
g. Other Expenses 2.7 104 498.08 453.80
Total Expenses 1,349.98 1,247.44
V Prot before exceptional and extraordinary
items and tax (III-IV)
82.49
58.92
VI. Exceptional items (Income)/Expenses (Net) 2.8 104 (56.40) (9.33)
VII Prot before tax (V- VI) 138.89 68.25
VIII Tax Expense:
Current Tax 41.00 14.74
Deferred Tax (2.20) 6.47
MAT Credit - (7.13)
(Excess)/short provision for tax pertaining to prior years 0.06 (0.07)
Total Tax Expenses 38.86 14.01
IX Prot/(Loss) for the year from continuing operations (VII-VIII) 100.03 54.24
X Earnings per Equity Share:(`)4.21 121
(1) Basic 30.10 16.32
(2) Diluted 30.10 16.32
Signicant 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, N. N. TATA Chairman
Chartered Accountants
Registration No.108296W H. BHAT
A. D. COOPER
Y.N.Thakkar M.M. SURTI P. VENKATESALU Z. S. DUBASH Directors
Partner Company Secretary Chief Financial Ocer B. BHAT
Membership No. 33329 S. SINGH
A. SEN
Mumbai, 27th May 2015 PHILIP AULD Managing Director
86 TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of the Balance Sheet
Note 1.1 (Item No. I (1) (a), Page 84)
SHARE CAPITAL
As at As at
31.03.2015 31.03.2014
` ` `
in crores in crores in crores
(a) AUTHORISED * :
4,72,50,000 Equity Shares of `10/- each 47.25 47.25
(2013-14 : 4,72,50,000 Equity Shares of `10/- each)
30,00,000 Unclassied Shares of `10/- each 3.00 3.00
(2013-14 : 30,00,000 Unclassied Shares of `10/- each)
16,30,000 Preference shares of `100/-each 16.30 16.30
(2013-14 :16,30,000 Preference shares of `100/-each)
70,000 Preference Shares of `1000/- each 7.00 7.00
(2013-14 : 70,000 Preference shares of `1000/- each)
1,20,00,000 Cumulative Convertible Preference shares of
`10/-each.
12.00 12.00
(2013-14 : 1,20,00,000 Cumulative Convertible Preference
shares of `10/-each.)
85.55 85.55
(b) ISSUED, SUBSCRIBED AND PAID UP :
3,32,31,544 Equity Shares of `10/- each fully paid-up 33.23 33.23
(2013-14 : 3,32,31,544 Equity Shares of `10/- each)
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 nancial 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 nal 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 prots 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 xed 1st June 2013 as the date of redemption of the
Preference Shares. The preference shares have been redeemed in previous year.
87
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 As at 31.03.2014
Nos. Amount
(`in Crores)
Nos. Amount
(`in Crores)
i) Equity shares
Number of shares at the
beginning
3,32,31,544 33.23 3,32,31,544 33.23
Add - Issued during the year - - - -
Number of shares at the end 3,32,31,544 33.23 3,32,31,544 33.23
ii) 0.1% Cumulative Reedemable
Preference shares
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
- - - -
(g) The details of shareholders holding more than 5 % shares are as under:
As at 31.03.2015 As at 31.03.2014
Name of the shareholders No.of shares % to total
shares
No.of shares % to total
shares
i) 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 certied 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.
88 TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of the Balance Sheet
Note 1.2 (Item No. I (1) (b), Page 84)
RESERVES AND SURPLUS
`
in crores
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
(a) SECURITIES PREMIUM ACCOUNT
Balance as per last account 976.81 1,143.99
Add: Transfer of securities premium on merger
(Refer Note 4.22, Page 121)
- 70.51
Less: Transferred from Amalgamation Reserve Account - 237.69
(b) CAPITAL REDEMPTION RESERVE
976.81 976.81
Balance as per last account 7.00
Add : Transferred from Prot and Loss Account - 7.00
7.00 7.00
(c) DEBENTURE REDEMPTION RESERVE
Balance as per last account 73.00 68.00
Add : Transferred from Prot and Loss Account 20.00 5.00
93.00 73.00
(d) AMALGAMATION RESERVE ACCOUNT
Arising on Merger (Refer Note 4.22, Page 121 ) - 237.58
Merger Expenses (net of tax) - 0.11
Less-Transferred to Securities Premium Account - - (237.69)
(e) GENERAL RESERVE : -
Balance as per last account 125.19 194.65
Add : Transferred from Prot and Loss Account 5.00 6.00
Less : Transfer of General Reserve on merger (Refer Note
- 4.22, Page 121)
- 75.46
130.19 125.19
(f) SURPLUS IN PROFIT AND LOSS ACCOUNT
Opening Balance 101.19 92.16
Add: Net Prot after Tax for the year 100.03 54.24
Less : Adjustment for Depreciaton ( Net of Tax ) (Refer
note - 4.23, Page 122 ) 4.53 -
Amount Available for Appropriations
LESS-APROPRIATIONS
196.69 146.40
(i) General Reserve 5.00 6.00
(ii) Capital Redemption Reserve - 7.00
(iii) Debenture Redemption Reserve 20.00 5.00
(iv) Proposed Dividend - Equity shares (Refer Note 1 below) 33.23 23.26
(v) Proposed Dividend - Preference shares (Full Figure
for Previous Year `11891) - 0.00
(vi) Tax On Dividend
Closing Balance
6.77 3.95
131.69 101.19
1338.69 1,283.19
Note:
1The 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.
89
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
Bonds/Debentures
(a) SECURED DEBENTURES :
Non Convertible Debentures- April 10 Series-I (Refer note 1 below) - 100.00
- 100.00
(b) UNSECURED DEBENTURES :
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
75.00 125.00
75.00 225.00
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.
90 TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of the Balance Sheet
Note 1.4 (Item No. I (2) (c), Page 84)
OTHER LONG TERM LIABILITIES
As at
31.03.2015
`
(in Crores)
As at
31.03.2014
`
(in Crores)
Security Deposits Received 2.61 2.61
2.61 2.61
Note 1.5 (Item No. I (2) (d), Page 84)
LONG TERM PROVISIONS
As at
31.03.2015
`
(in Crores)
As at
31.03.2014
`
(in Crores)
(a) Provision for Employee benets
(Refer Note 4.19, Page 117) 9.28 6.87
(b) Others
(i) Redemption Premium of Debentures
(Refer point 1,2,3 of Note 1.3, Page 89)
27.38 102.92
(ii) Rent SLR Equalisation 0.07 0.03
27.45 102.95
36.73 109.82
Note 1.6 (Item No. I (3) (a), Page 84)
TRADE PAYABLES
As at
31.03.2015
`
(in Crores)
As at
31.03.2014
`
(in Crores)
Trade Payables (Refer Note 4.5, Page 109) 142.64 163.42
142.64 163.42
91
TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of the Balance Sheet
Note 1.7 (Item No. I (3) (b), Page 84)
OTHER CURRENT LIABILITIES
As at
31.03.2015
`
(in Crores)
As at
31.03.2014
`
(in Crores)
(a) Interest accrued but not due on borrowings 5.63 5.63
(b) Unpaid Dividends 0.85 0.80
(c) Application money received for allotment of securities and due for
refund and interest accrued thereon (Refer Note 1 below) 0.08 0.11
(d) Unpaid matured debentures and interest accrued thereon 0.01 0.01
(e) Security Deposits received 3.42 3.32
(f) Withholding tax and other Statutory Payments 12.25 13.67
(g) Retention Money 0.02 0.02
(h) Employee Related Liability 15.16 12.94
(i) Creditors for Capital Expenditure 12.59 4.56
(j) Current Portion of Long Term Borrowing 150.00 -
(Refer point 1,2 of Note 1.3, Page 89)
(k) Others 13.94 12.59
213.95 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
As at
31.03.2015
`
(in Crores)
As at
31.03.2014
`
(in Crores)
(a) Provision for Employee benets (Refer Note 4.19, Page 117) 1.39 1.21
(b) Others
(i) Proposed Dividend 33.23 23.26
(ii) Tax on Dividend 6.77 3.95
(iii) Contingencies (Refer Note 4.2 (g), Page 108 ) 2.34 2.34
(iv) Redemption Premium of Debentures 75.54 -
(Refer point 1,2 of Note 1.3, Page 89)
(v) Rent SLR Equalisation 0.03 0.23
117.91 29.78
119.30 30.99
92 TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of the Balance Sheet
Note 1.9 (Item No. II (1) (a), Page 84)
FIXED ASSETS
ASSETS
GROSS BLOCK (AT COST) DEPRECIATION AND AMORTISATION NET BLOCK
As at
01.04.2014
Acquired on
Amalgama-
tions
Additions/
Adjustments
Deductions/
Adjust-
ments
As at
31.03.2015
As at
01.04.2014
Acquired on
Amalgama-
tions
Deduc-
tions/
Adjust-
ments
For the
year
Adjusted
Against
Retained
Earnings *
As at
31.03.2015
Impair-
ment
Loss
As at
31.03.2015
`
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
Tangible Assets
Freehold Land 4.71 - 38.59 - 43.30 - - - - - - - 43.30
(4.71) - - - (4.71) - - - - - - - (4.71)
Leasehold Land 54.50 - - - 54.50 3.54 - - 0.72 - 4.26 - 50.24
(54.50) - - - (54.50) (2.82) - - (0.72) - (3.54) - (50.96)
Buildings 167.36 - 40.68 6.51 201.53 30.31 - 3.12 6.41 - 33.60 0.57 167.36
(139.04) (11.63) (18.18) (1.49) (167.36) (20.99) (3.73) (0.86) (6.45) - (30.31) (0.05) (137.00)
Plant and Equipment 83.90 - 9.74 8.79 84.85 26.41 - 4.91 8.73 2.11 32.34 0.59 51.92
(63.64) (13.87) (10.29) (3.90) (83.90) (18.97) (5.87) (2.11) (3.68) - (26.41) (0.10) (57.39)
Furniture and Fixtures 114.52 - 14.28 17.57 111.23 44.56 - 9.87 13.80 2.15 50.64 0.69 59.90
(77.29) (31.19) (14.11) (8.07) (114.52) (28.97) (12.79) (4.75) (7.55) - (44.56) (0.22) (69.74)
Oce Equipments 6.83 - 0.83 0.63 7.03 2.60 - 0.52 2.29 0.89 5.26 0.03 1.74
(4.61) (2.03) (0.69) (0.50) (6.83) (1.41) (1.24) (0.37) (0.32) - (2.60) (0.02) (4.21)
Computers 30.29 - 4.72 1.33 33.68 18.89 - 1.12 5.52 1.22 24.51 0.54 8.63
(21.64) (7.51) (3.67) (2.53) (30.29) (14.80) (3.72) (3.44) (3.81) (18.89) (0.04) (11.36)
Vehicles 0.49 - - 0.21 0.28 0.26 - 0.18 0.05 - 0.13 - 0.15
(0.38) (0.22) - (0.11) (0.49) (0.12) (0.15) (0.05) (0.04) - (0.26) - (0.23)
Total 462.60 - 108.84 35.04 536.40 126.57 - 19.72 37.52 6.37 150.74 2.42 383.24
(365.81) (66.45) (46.94) (16.60) (462.60) (88.08) (27.50) (11.58) (22.57) - (126.57) (0.43) (335.60)
Intangible Assets
Brands/Trademarks 0.01 - - - 0.01 0.01 - - - - 0.01 - -
(0.01) - - - (0.01) (0.01) - - - - (0.01) - -
Computer software 17.31 - 1.75 0.03 19.03 9.97 - 0.01 2.32 0.48 12.76 1.74 4.53
(9.30) (6.25) (1.89) (0.13) (17.31) (4.31) (1.57) 1.06 (3.03) - (9.97) - (7.34)
Non Compete Fees 0.20 - - - 0.20 0.20 - - - - 0.20 - -
(0.20) - - - (0.20) (0.20) - - - - (0.20) - -
Total 17.52 - 1.75 0.03 19.24 10.18 - 0.01 2.32 0.48 12.97 1.74 4.53
(9.51) (6.25) (1.89) (0.13) (17.52) (4.52) (1.57) 1.06 (3.03) - (10.18) - (7.34)
Total 480.12 - 110.59 35.07 555.64 136.75 - 19.73 39.84 6.85 163.71 4.16 387.77
(375.32) (72.70) (48.83) (16.73) (480.12) (92.60) (29.07) (10.52) (25.60) - (136.75) (0.43) (342.94)
Capital Work-in-Progress 46.18
(36.36)
Total 433.95
(379.30)
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 - 4.23, Page 122
93
TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of the Balance Sheet
Note 1.10 (Item No. II (1) (b), Page 84)
NON CURRENT INVESTMENTS
Balance as on
31.03.2015
Balance as on
31.03.2014
No.of.
Shares/Units
`
in crores
No.of.
Shares/Units
`
in crores
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). 1,996 28.32 1,996 28.32
(Equity shares of ` 1000/- each )
Trent Brands Ltd. 32,50,000 3.25 32,50,000 3.25
(Equity shares of `10 each)
Fiora Hypermarket Ltd 10,49,880 1.05 50,000 0.05
(Equity shares of `10 each)
Landmark E-tail Ltd. 19,82,636 19.83 19,82,636 19.83
(Equity shares of ` 100/- each)
Less: Provision for Diminution in value of
investments 11.83 -
8.00 19.83
Trent Global Holdings Ltd.(USD 8,00000) 8,00,000 3.55 8,00,000 3.55
Less: Provision for Diminution in value of
investments 3.25 3.25
0.30 0.30
Trent Hypermarket Ltd. - - 7,34,20,800 300.05
(Equity shares of ` 10/- each )
Westland Ltd.
(Equity shares of ` 1 each) (Refer Note 2, Page 97) 27,39,800 3.01 27,39,800 3.01
Total Investment in Equity Instruments of
Subsidiary Companies 43.93 354.81
(2) In Joint Ventures
Inditex Trent Retail India Pvt Ltd 3,17,520 31.75 3,17,520 31.75
(Equity shares of ` 1000/- each )
Massimo Dutti India Pvt Ltd. 2,450 0.25 -
-
(Equity shares of ` 1000/- each )
Trent Hypermarket Ltd.
(Equity shares of ` 10/- each ) 7,34,17,519 405.00 - -
Total Investment in Equity Instruments of
Joint Ventures 437.00 31.75
(3) In Other Companies
Retailers Association of India 10,000 0.01 10,000 0.01
(Equity shares of ` 10 each)
Retailers Association’s Skill Council of India 500 0.00 500 0.00
(Equity shares of ` 100/- each )
Total Investment in Equity Instruments of
Other Companies
0.01 0.01
94 TRENT ~ 63Rd ANNUAL REPORT
Balance as on
31.03.2015
Balance as on
31.03.2014
No.of.
Shares/Units
`
in crores
No.of.
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 43.99 -
-
(Preference Shares of `10 each)
Landmark Etail Ltd.-10% Non Cumulative
Redeemable Preference Shares 4,56,005 4.56 -
-
(Preference Shares of ` 100 each)
Westland Ltd. -10% Non Cumulative
Redeemable Preference shares 13,00,00,000 13.00 13,00,00,000 13.00
(Preference Shares of ` 1 each)
Westland Ltd.-10% Non Cumulative
Optionally Convertible Preference Shares 4,93,16,400 4.93 -
-
(Preference Shares of ` 1 each)
Trent Brands Ltd. 10% Non Cumulative
Optionally Convertible Preference Share 2,98,99,779 29.90 -
-
(Preference Shares of `10 each)
Trent Hypermarket Ltd. -10% Non Cumulative
Optionally Convertible Preference Shares - - 14,92,88,927 149.29
(Preference Shares of ` 10 each)
Total Investments in Preference shares of
subsidiaries 96.38 162.29
Total Trade Investments 577.32 548.86
Non Trade Investments at Cost (unquoted
and fully paid unless otherwise stated)
(a) Investments in Equity Instruments
IDBI Ltd. (Quoted) 18,867 0.32 18,867 0.32
(Equity shares of ` 10 each)
Tata Investment Corporation Ltd.(Quoted) 38,550 1.35 38,550 1.35
(Equity shares of ` 10 each)
Kothari Industries Ltd.(Full gure for current
and previous year ` 48,160/-) 1,000 0.00 1,000 0.00
(Equity shares of ` 10 each)
Less: Provision for Diminution in value of
investments (Full gure for current and
previous year ` 48,160/-) 0.00 0.00
DSQ Software Ltd.(Full gure for current and
previous year ` 12,600/-) 1,000 0.00 1,000 0.00
(Equity shares of ` 10 each)
Less: Provision for Diminution in value of
investments (Full gure for current and
previous year ` 12,600/-) 0.00 0.00
--
Notes forming part of the Balance Sheet
Note 1.10 (Item No. II (1) (b), Page 84)
NON CURRENT INVESTMENTS
95
TRENT ~ 63Rd ANNUAL REPORT
Balance as on
31.03.2015
Balance as on
31.03.2014
No.of.
Shares/Units
`
in crores
No.of.
Shares/Units
`
in crores
The Associated Building Company Ltd. 50 0.01 50 0.01
(Equity shares of ` 900/- each )
Tata Services Ltd. 45 0.00 45 0.00
(Equity shares of ` 1000/- each )
(Full gure for current and previous year
`45000)
Total Investments in Equity Instruments 1.68 1.68
(b) In Prefernce shares
Tata Sons 7.50%-Cumulative Redeemable
Preference Shares 1,40,200 14.87 -
-
(Preference Shares of ` 1000 each)
Total Investments in Preference shares
Non Trade 14.87 -
(c) In Mutual Funds
Birla Sun Life Interval Income Fund Annual
plan 5. Dir. Growth - - 64,29,273 7.00
Birla Sun Life Fixed Term plan Srs KW (374)D.
Dir. Growth 50,00,000 5.00 50,00,000 5.00
BNP Paribas Fixed term Fund series 29B
growth - - 50,00,000 5.00
HDFC FMP 378D March 2014 (1)srs 29 Direct.
Growth 50,00,000 5.00 50,00,000 5.00
ICICI Pru Interval fund series VI annual
interval Planc C Direct Growth - - 45,70,969 5.00
ICICI Pru FMP Series 66 371 days Plan C Direct
Growth. - - 50,00,000 5.00
ICICI Pru FMP Series 73 378 days Plan N Direct
Growth. 50,00,000 5.00 50,00,000 5.00
ICICI Pru FMP Series 73 368 days Plan M
Direct Growth. - - 50,00,000 5.00
L & T FMP series X - Plan S (380D) Direct
Growth 25,00,000 2.50 25,00,000 2.50
Religare Invesco FMP Series.23 Plan D Direct
Growth - - 50,00,000 5.00
Tata Fixed Maturity Plan Series 47 Scheme C
Dirct.Growth. 50,00,000 5.00 50,00,000 5.00
Birla Sun Life Income Plus Growth 26,51,024 16.89 -
-
HDFC Floating Rate Income Fund-Long Term
Plan Direct Growth 61,68,169 15.00 44,94,503 10.00
HDFC Income Fund Direct Plan Growth. 51,71,579 16.82 -
-
Notes forming part of the Balance Sheet
Note 1.10 (Item No. II (1) (b), Page 84)
NON CURRENT INVESTMENTS
96 TRENT ~ 63Rd ANNUAL REPORT
Balance as on
31.03.2015
Balance as on
31.03.2014
No.of.
Shares/Units
`
in crores
No.of.
Shares/Units
`
in crores
HDFC High Interest Fund Dynamic Plan Direct
Growth. 11,49,120 5.44 -
-
IDFC Dynamic Bond Fund Plan B Direct
Growth 1,27,69,896 22.03 94,90,803 13.97
ICICI Pru Dynamic Bond Fund Plan Direct
Growth. 34,95,379 5.00 -
-
ICICI Pru Income Plan- Direct. Growth 37,69,069 16.87 - -
ICICI Pru Constant Maturity Gilt Plan- Direct
Growth 10,00,000 1.00 - -
Kotak Bond Scheme Plan A Direct Growth 41,16,524 16.15 - -
SBI Dynamic Bond Fund-Direct Growth 81,63,224 13.73 17,75,257 2.70
UTI Short Term Income Fund Inst. Direct
Growth 1,77,83,552 30.10 18,65,972 2.84
UTI Short Term Income Fund SRS XVIII-IV(366
D) Direct Growth - - 50,00,000 5.00
UTI Master Shares (Full gure for current and
previous year `19,500/-) 1,300 0.00 1,300 0.00
Less: Provision for Diminution in value of
investments 0.00 0.00
(Full gure for current and previous year
`19,500/-)
- -
Birla Sun Life Short Term Fund Direct Growth 38,07,359 19.51 19,18,326 9.04
Birla Sunlife Treasury Optimiser Plan Direct.
Growth 13,59,369 23.12 3,62,439 5.59
DSP Blackrock Strategic Bond Fund Direct
Plan Growth 33,015 5.40 -
-
DWS Treasury Fund Investment Direct Plan
Growth - - 17,64,490 2.50
HDFC Short Term Opportunities Fund Direct
Growth. 1,23,74,748 18.41 41,16,778 5.68
IDFC Banking Debt Fund Direct Growth - - 22,78,506 2.50
IDFC Money Manager Fund Investment Plan
Direct Growth - - 12,58,039 2.50
IDFC Super Saver Income Fund Short Term
Plan Direct Growth 46,76,492 13.22 9,56,524 2.50
ICICI Ultra Short Term Fund Direct Growth 38,29,983 5.46 38,53,565 5.00
ICICI Short Term Fund Direct Growth 1,02,70,421 29.68 -
-
Kotak Bond (Short Term) Direct Growth 40,67,534 10.47 - -
Sundaram Flexible Fund Short Term Plan
Direct Growth - - 12,37,415 2.50
Tata Short Term Bond Fund Direct Growth 1,52,19,334 40.10 22,75,772 5.40
Total Investment in Mutual Fund 346.90 132.22
Notes forming part of the Balance Sheet
Note 1.10 (Item No. II (1) (b), Page 84)
NON CURRENT INVESTMENTS
97
TRENT ~ 63Rd ANNUAL REPORT
Balance as on
31.03.2015
Balance as on
31.03.2014
No.of.
Shares/Units
`
in crores
No.of.
Shares/Units
`
in crores
(c) In Bonds
11.50% Tata Steel Perpetual Bond. 88 9.22 88 9.22
11.50% Tata Steel Perpetual Bond. 100 10.59 100 10.59
11.40% The Tata Power Co. Ltd. Perpetual NCD. 500
52.23 500 52.23
Total Investment in Bond 72.04 72.04
Total Non Trade Investments 435.49 205.94
Total Non Current Investments 1,012.81 754.80
Aggregate book value of Investments
Unquoted 1,011.14 753.13
Quoted [Market value ` 2.34 crores
(2013-14:` 1.89 crores)
1.67 1.67
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.
Notes forming part of the Balance Sheet
Note 1.10 (Item No. II (1) (b), Page 84)
NON CURRENT INVESTMENTS
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 Benets 3.54 2.90
Premium on Redemption of Debentures 3.28 9.69
Other Provisions 7.47 3.28
14.29 15.87
Less-Deferred Tax Liability
Depreciation 10.33 16.45
Deferred Tax Asset/(Liability)-Net 3.96 (0.58)
98 TRENT ~ 63Rd ANNUAL REPORT
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)
As at
31.03.2014
`
(in Crores)
Unsecured, Considered Good
(a) Capital Advances 0.05 0.42
(b) Security Deposits
Deposits for Premises 40.74 20.48
Other Deposits 2.62 2.02
(c) Loans and Advances to related parties 6.65 93.75
(Refer Note 4.11, Page 110, and Note 4.18.18, Page 116)
(d) Loans and Advances to Others 0.25 0.25
(e) Loans and advances to Employees 1.47 1.56
(f) MAT Credit Outstanding 19.82 28.92
71.60 147.40
Note 1.13 (Item No. II (2) (a), Page 84)
CURRENT INVESTMENTS -At lower of cost or Fair value
Balance as on
31.03.2015
Balance as on
31.03.2014
No.of.
Shares/Units
`
in crores
No.of.
Shares/Units
`
in crores
(1) Investments in Mutual Funds at Cost (un-
quoted and fully paid unless otherwise stated)
Axis Liquid Fund Growth 3,643 0.55 -
-
(Units of ` 1000/- each)
Birla Sun life Cash Plus Inst Growth 23,371 0.52 8,76,457 18.00
(Units of ` 100/- each)
DSP Blackrock Liquidity Fund Inst. Growth 3,124 0.61 54,622 10.00
(Units of ` 10/- each)
DWS Insta Cash plus Fund Super Inst.Plan Growth 34,478 0.60 -
-
(Units of ` 100/- each)
HDFC Cash Management Fund- Savings Plan -
Growth (Units of ` 10/- each) 1,58,327 0.45 56,07,330 15.00
99
TRENT ~ 63Rd ANNUAL REPORT
Balance as on
31.03.2015
Balance as on
31.03.2014
No. of
Shares/Units
`
in crores
No. of
Shares/Units
`
in crores
ICICI Pru. Liquid Plan Growth 30,789 0.63 5,81,451 11.02
(Units of ` 100/- each)
IDFC Cash Fund-Growth 2,710 0.45 -
-
(Units of ` 1000/- each)
Kotak Liquid Insti. Premium-Growth 448 0.13 439 0.11
(Units of ` 1000/- each)
L&T Liquid Fund 2,752 0.52 -
-
(Units of ` 1000/- each)
Reliance Liquid Fund Trreasury Plan Growth 1,646 0.55 -
-
(Units of ` 1000/- each)
Religare Invesco Liquid Fund Growth 2,745 0.52 -
-
(Units of ` 1000/- each)
SBI premier Liquid Fund Regular Plan Growth 2,550 0.55 12,417 2.50
(Units of ` 1000/- each)
Sundaram Money Fund Regular Plan Growth 1,39,698 0.40 -
-
(Units of ` 10/- each)
Tata Liquid Fund Plan A 69,877 17.96 76,136 18.00
(Units of ` 1000/- each)
Tata Liquid Fund Plan A - - 113 0.25
(Units of ` 1000/- each)
UTI Liquid Cash Plan-Inst-Growth 898 0.20 47,703 10.00
(Units of ` 1000/- each)
Investment in Equity Instrument
Virtuous Shopping Centres Ltd - - 10,94,229 2.35
(Equity Shares of ` 21/- each)
Investment in Bonds
Virtuous Shopping Centres Ltd
10% Optionally Convertible Debentures (OCDs) - - 1,89,89,110 20.37
Total Current Investments 24.64 107.60
Aggregate book value of Investments unquoted 24.64 107.60
Quoted - -
24.64 107.60
Notes forming part of the Balance Sheet
100 TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of the Balance Sheet
Note 1.14 (Item No. II (2) (b), Page 84 )
INVENTORIES
As at As at
31.03.2015 31.03.2014
` `
in crores in crores
(a) Raw Materials 0.32 0.57
(b) Stock in trade 246.99 260.83
Add-Stocks-in-Transit 0.66 0.81
247.65 261.64
(c) Packing Materials 1.80 1.78
(d) Stores & Spares 0.60 0.54
250.37 264.53
Note 1.15 (Item No. II (2) (c), Page 84)
TRADE RECEIVABLES
As at
31.03.2015
`
(in Crores)
As at
31.03.2014
`
in crores
(a) Debts outstanding for a period exceeding six months 3.30 3.11
(b) Other Debts 1.60 2.45
4.90 5.56
Less : Provision for Doubtful Debts 2.69 1.70
2.21 3.86
Considered Good - Unsecured 2.21 3.86
Considered Doubtful - Unsecured 2.69 1.70
4.90 5.56
Note 1.16 (Item No. II (2) (d), Page 84)
CASH AND CASH EQUIVALENTS
As at As at
31.03.2015 31.03.2014
` `
in crores in crores
(a) Balances with Scheduled Banks
(i) Current Accounts 21.09 20.37
(ii) Fixed Deposit Accounts 0.01 0.01
21.10 20.38
(b) Credit card slips on hand 1.44 3.64
(c) Cash on hand 2.18 4.99
(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 1.62
(g) Margin Money Deposits with Banks with more than 12 months
maturity 1.27 1.31
(h) Unclaimed Application money on Securities 0.08 0.10
28.62 32.85
101
TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of the Balance Sheet
Note 1.17 (Item No. II (2) (e), Page 84)
SHORT TERM LOANS AND ADVANCES
As at As at
31.03.2015 31.03.2014
` `
in crores in crores
A Secured Considered good
Inter Corporate Deposits Given 25.00 25.00
B Unsecured Considered good
(a) Security Deposits
Deposits for Premises- Subsidiaries 2.50 2.50
Deposits for Premises- Others (Refer Note No. 4.18.15, Page 115) 71.92 75.66
(b) Loans and Advances to Sta 0.73 0.95
(c) Loans and Advances to related parties - 42.75
(d) Advances Payment To Creditors 13.75 1.40
(e) Balances with government agencies 7.08 7.27
(f) Advance Income/Wealth Taxes - Net Of Provision 1.28 38.02
(g) Other Taxes Recoverable 0.06 0.54
(h) Prepaid Expenses 7.88 4.57
(i) Interest Receivable 2.95 6.08
108.15 179.74
C. Unsecured,Considered Doubtful
(a) Bills Of Exchange 1.14 1.14
(b) Other Taxes Recoverable 0.04 0.04
(c) Advances Payment To Creditors 1.63 1.19
(d) Loans and Advances to Sta 0.04 0.04
(e) Interest Receivable 0.19 0.19
(f) Security Deposits 2.00 2.00
5.04 4.60
Less:provision for Doubtful Advances (5.04) (4.60)
- -
133.15 204.74
Note 1.18 (Item No. II (2) (f), Page 84)
OTHER CURRENT ASSETS
As at As at
31.03.2015 31.03.2014
` `
Unsecured Considered good in crores in crores
(a) Other Receivables 0.65 7.15
(b) Interest accrued on Bank Deposits 0.19 0.26
0.84 7.41
Unsecured,Considered Doubtful
Other Receivables 0.88 0.00
0.88 -
Less:Provision for Doubtful Advances (0.88) 0.00
- -
0.84 7.41
102 TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of Prot and Loss Statement
Note 2.1 (Item No. I, Page 85)
REVENUE FROM OPERATIONS (NET)
For the Year ended
31st March 2015
` in crores
For the year ended
31 March 2014
` in crores
Sale of products(Gross) 1,405.34 1,284.10
Less: VAT 82.04 75.46
Sale of products(Net) 1,323.30 1,208.64
Other operating revenues
Display & Sponsorship Income 1.07 1.80
Commission on sales 0.30 0.99
Discounts & Fees 15.27 12.19
Others 12.05 8.13
Exchange uctuation income 0.14 0.46
Rent 5.87 9.34
34.70 32.91
Total 1,358.00 1,241.55
Note 2.2 (Item No. II, Page 85)
OTHER INCOME
For the Year ended
31st March 2015
` in crores
For the year ended
31 March 2014
` in crores
Interest Income
Interest on Loans and Advances 18.68 22.32
Interest/Discounts on Deposits with Bank 3.93 2.60
22.61 24.92
Dividend Income
Dividend from Long Term Investments 0.07 0.07
0.07 0.07
Prot on Sale of Investments
Prot on sale of current investments(Net) 11.50 4.11
Prot on sale of Long Term Investments(Net) 31.54 32.32
43.04 36.43
Excess provision no longer required written back 8.75 3.10
Other Non Operating Income - 0.29
Total 74.47 64.81
103
TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of Prot and Loss Statement
Note 2.3 (Item No. IV (a), Page 85)
COST OF RAW MATERIALS CONSUMED
For the Year ended
31st March 2015
` in Crores
For the year ended
31 March 2014
` in Crores
Opening Stock 0.57 0.43
Add:Purchases 1.13 1.05
Less:Closing Stock 0.32 0.57
Cost of Materials consumed 1.38 0.91
Note 2.4 (Item No. IV (c), Page 85)
CHANGES IN INVENTORIES OF FINISHED GOODS,
WORK-IN-PROGRESS AND STOCK IN TRADE
[(ACCRETION)/DECRETION]
For the Year ended
31st March 2015
` in Crores
For the year ended
31 March 2014
` in Crores
Closing Stock 246.99 260.83
Less:Opening Stock 260.83 182.29
Less :Acquired on amalgamation - 61.69
(Accretion)/Decretion 13.84 (16.85)
Note 2.5 (Item No. IV (d), Page 85)
EMPLOYEE BENEFIT EXPENSES
For the Year ended
31st March 2015
` in Crores
For the year ended
31 March 2014
` in Crores
Salaries, Wages, Bonus, etc. 111.18 94.28
Contribution to Provident, Superannuation and Gratuity Funds 7.22 5.35
Workmen and Sta Welfare Expenses 5.59 4.85
Total 123.99 104.48
Note 2.6 (Item No. IV (e), Page 85)
FINANCE COSTS
For the Year ended
31st March 2015
` in Crores
For the year ended
31 March 2014
` in Crores
Interest Expense
Debentures 6.89 6.89
Fixed Loans - 0.03
Others 0.14 0.13
Total 7.03 7.05
104 TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of Prot and Loss Statement
Note 2.7 (Item No. IV (g), Page 85)
OTHER EXPENSES
For the Year ended
31st March 2015
` in crores
For the year ended
31st March 2014
` in crores
Processing Charges 1.22 0.81
Packing Materials Consumed 2.99 2.95
Power and Fuel 43.84 44.07
Repairs to Building 45.56 43.05
Repairs to Machinery 7.68 6.75
Repairs Others 9.32 9.00
Rent 106.65 103.91
Rates and Taxes 14.59 13.38
Insurance 1.27 1.19
Advertisement and Sales Promotion 40.40 33.68
Travelling Expenses 7.30 7.39
Professional and Legal Charges 16.79 17.46
Printing and Stationery 1.69 2.01
Bank Charges 9.83 8.33
Postage, Telegrams and Telephones 5.99 5.85
Outsourcing Fees 28.43 19.39
General Expenses (Refer Note 4.4 (i), Page 108) 32.44 29.99
Retail Business Fees 86.50 76.69
Directors’ Fees 0.37 0.18
Commission to Non Whole-time Directors 0.13 0.44
Loss on Sale of Fixed Assets Sold/Discarded (Net) 3.80 5.95
Impairment Loss on Fixed assets 1.48 0.00
Freight and forwarding charges 28.96 21.08
Exchange uctuation expense 0.02 0.14
Corporate Social Responsibility (Refer Note 4.4 (ii), Page 108) 0.83 0.00
Loss on valuation-current investments - 0.11
Total 498.08 453.80
Note 2.8 (Item No. VI, Page 85)
EXCEPTIONAL ITEMS: (INCOME)/EXPENSES (NET)
For the Year ended
31st March 2015
` in crores
For the year ended
31st March 2014
` in crores
Income
Prot on sale investment in THL ( net of related expenses) (103.87) -
(Refer note 4.24, Page 122)
Refund of Certain taxes arising on retrospective amendment - (9.76)
Expenses
Impairment Loss on Fixed assets - 0.43
Restructuring Cost ( refer note below ) 35.64 -
Provision for diminuition in value of investment in Landmark
E Tail Ltd.
11.83 -
Net (Income)/Expenses (56.40) (9.33)
Notes
Restructuring costs are incurred in respect of restructuring of its Landmark Stores
105
TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of the Balance Sheet and Prot & Loss Account
Note 3 SIGNIFICANT ACCOUNTING POLICIES
3.1 Basis of preparation of accounts
The nancial statements are prepared on the accrual basis of accounting and in accordance with the
Accounting Standards notied 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 Benets
3.6.1 Dened 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 Prot 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 Prot and Loss Account
as incurred.
3.6.2 Dened Benet 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 benets in the forms of pensions, medical
benets and long term compensated absences (leave encashment) has been made on the
basis of actuarial valuation.
106 TRENT ~ 63Rd ANNUAL REPORT
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 dierences on settlement/conversion are adjusted to the Prot 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 outow 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 outow of resources. Where there is
a possible obligation or present obligation that the likelihood of outow 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 dierences
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 sucient 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 sucient 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 Prot 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 Prot & 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.
Notes forming part of the Balance Sheet and Prot & Loss Account (Contd.)
107
TRENT ~ 63Rd ANNUAL REPORT
(ii) The Finance Act,2007 introduced service tax on “Renting on Immovable Property” with
eect 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 eect 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 nal
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 nal Supreme Court judgement interest/penalty if any as
may be payable is not presently ascertainable or quantiable
(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 armative 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 led 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 led
appeals : ` 2.07 crores (2013-2014 : ` 1.78 crores).
(c ) Contingent Liability in respect of Claims led against the Company ` 6.81 crores (2013-2014
: ` 6.58 crores)
(d) Contingent Liability in respect of Provident Fund demands against which company has led
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)
Notes forming part of the Balance Sheet and Prot & Loss Account (Contd.)
108 TRENT ~ 63Rd ANNUAL REPORT
(g) 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), (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
4.3 (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 specied under the Companies Act 2013 is held by him in trust.
(b) Commission to the Non-Executive Directors - The Board of Directors have approved
commission upto 1% of eligible prots 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 O (+) - Write back (-) for doubtful
debts/advances (net)
2.71 2.13
(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:
in cash
(`In crores)
yet to be
paid in cash
Total
(i) Construction/acquisition of any asset Nil Nil Nil
(ii) on purpose other than (i) above 0.83 Nil 0.83
Notes forming part of the Balance Sheet and Prot & Loss Account (Contd.)
109
TRENT ~ 63Rd ANNUAL REPORT
4.5 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 identied on the basis of information available with the Company. This has
been relied upon by the Auditors.
4.6 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.
4.7 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.
4.8 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
prots.
4.9 (a) The future minimum lease payments under non-cancellable operating leases are as under :
2014-2015 2013-2014
` `
in crores in crores
i) Not later than one year 0.03 3.06
ii) Later than one year and not later than ve years 0.07 1.30
iii) Later than ve years Nil Nil
(b) The future minimum lease receipts under non-cancellable operating leases are as under :
2014-2015 2013-2014
` `
in crores in crores
i) Not later than one year 2.61 1.95
ii) Later than one year and not later than ve years 3.26 5.87
iii) Later than ve years - Nil
4.10. SALES, PURCHASES, OPENING AND CLOSING STOCKS (1.4.2014 to 31.3.2015)
Class Of Goods
SALES
`
in crores
PURCHASES
`
in crores
OPENING
STOCK
`
in crores
CLOSING
STOCK
`
in crores
Apparels/Household items/Books etc. 1,404.50 665.35 260.83 246.99
(1,283.31) (671.99) (182.29) (260.83)
Others 0.84 0.47 - -
(0.79) (0.45) - -
Total 1,405.34 665.82 260.83 246.99
(1,284.10) (672.44) (182.29) (260.83)
Notes :
(i) Closing stock is after adjusting samples , free gifts, damaged goods and shortages.
(ii) Figures in brackets are in respect of previous year.
Notes forming part of the Balance Sheet and Prot & Loss Account (Contd.)
110 TRENT ~ 63Rd ANNUAL REPORT
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 Balance
as at
31.03.2015
`in crores
Maximum Amount
Outstanding during
the year
`in crores
Landmark E-tail Ltd Subsidiary - 3.10
Nahar Retail Trading Services Limited Subsidiary 6.65 7.00
Trent Brands Limited Subsidiary - 32.00
Trent Hypermarket Limited(Refer Note 4.18) Subsidiary - 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 Invested In ` Crores
Trent Brands Limited 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 :
2014-2015
`
in crores
2013-2014
`
in crores
(a) Finished Products (including in -transit) 67.94 64.49
(b) Capital Goods(including in-transit) 0.40 0.73
TOTAL 68.34 65.22
Notes forming part of the Balance Sheet and Prot & Loss Account (Contd.)
111
TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of the Balance Sheet and Prot & Loss Account (Contd.)
4.14 EXPENDITURE IN FOREIGN CURRENCY :
2014-2015 2013-2014
` `
in crores in crores
(a) Travelling Expenses 1.95 1.29
(b) Consultancy Fees (Net of Tax deducted at source) 6.00 1.85
(c) Payments on other accounts 1.32 1.64
TOTAL 9.27 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 certied 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 31st March 2015 is as under:
As at 31st March, 2015 As at 31st March, 2014
Particulars Amount in
in Foreign
currency
Amount in
` (in crores)
Amount in
in Foreign
currency
Amount in
` (in crores)
Trade Payable GBP 51,954 0.48 98,558 0.98
Trade Payable EURO 10,500 0.07 24,750 0.20
Trade Payable USD 8,55,230 5.35 1,48,000 0.93
4.16 Disclosure as required by AS28:Provision for Impairment
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
Impairment 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”.
112 TRENT ~ 63Rd ANNUAL REPORT
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)
Notes forming part of the Balance Sheet and Prot & Loss Account (Contd.)
113
TRENT ~ 63Rd ANNUAL REPORT
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 Ocer & Manager Mr. Philip N. Auld (Manager as per
The Companies Act,2013 uptill 03rd
November, 2014
(Managing Director W.e.f 04th November 2014)
2014-2015
`
in crores
2013-2014
`
in crores
4.18.04 Sales to and Other recoveries from related parties
a) Subsidiaries
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
b) Associates
Tata Sons Limited 0.22 0.05
Notes forming part of the Balance Sheet and Prot & Loss Account (Contd.)
114 TRENT ~ 63Rd ANNUAL REPORT
2014-2015
`
in crores
2013-2014
`
in crores
c) Joint Venture
Trent Hypermarket Ltd 0.82 -
4.18.05 Purchase/other services from related parties
a) Subsidiaries
Fiora Services Limited 39.65 26.96
Trent Brands Limited 2.13 2.32
Nahar Retail Trading Services Limited 4.04 4.04
Trent Hypermarket Limited 0.09 0.48
Westland Limited 0.60 3.90
Fiora Hypermarket Ltd 0.71 -
b) Associates
Tata Sons Limited 7.88 8.24
c) Joint Venture
Trent Hypermarket Ltd 1.43 -
4.18.06 Sale of Fixed Assets from related parties
a) Subsidiaries
Fiora Services Limited -0.04
4.18.07 Remuneration to Directors / Manager* 5.34 4.82
4.18.08 Interest/Dividend received from related parties
a) Subsidiaries
Nahar Retail Trading Services Limited 0.69 0.72
Trent Hypermarket Limited 1.71 2.71
Trent Brands Limited 0.21 -
Landmark E-Tail Limited 0.11 0.61
Westland Limited 0.04 0.00
Virtuous Shopping Centres Limited 1.90
b) Joint Venture
Trent Hypermarket Ltd 3.56 -
4.18.09 Interest/Dividend paid to related parties
a) Associates
Tata Sons 6.12 6.12
b) Directors 0.06 0.06
4.18.10 Sale of Equity Shares
Subsidiaries
Fiora Services Limited -10.80
Trent Hypermarket Ltd 2.35
4.18.11 Sale of Debentures
Subsidiaries
Trent Hypermarket Ltd 20.37 -
Notes forming part of the Balance Sheet and Prot & Loss Account (Contd.)
115
TRENT ~ 63Rd ANNUAL REPORT
2014-2015
`
in crores
2013-2014
`
in crores
4.18.12 Subscription to Share Capital
(a) Subsidiaries
Landmark E-Tail Limited 4.56 19.78
Westland Limited 4.93 -
(b) Joint Ventures:
Massiomo Dutti India Private Limited 0.25 -
Trent Hypermarket Ltd 149.96 -
4.18.13 Loan Given to
a) Subsidiaries
Trent Hypermarket Limited - 91.75
Westland Limited 3.00 1.00
Landmark E-Tail Limited 3.10 1.95
b) Joint Venture
Trent Hypermarket Limited 10.00 -
4.18.14 Loan Repaid by
a) Subsidiaries
Trent Hypermarket Limited -5.00
Trent Brands 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 -
b) Joint Ventures
Trent Hypermarket Ltd 107.50 -
4.18.15 Security deposit receivable as on 31.03.2015
a) Subsidiaries
Trent Brands Limited 2.50 2.50
b) Associates
Tata Sons Limited 0.36 0.66
4.18.16 Investments Purchased during the year
Subsidiaries
Trent Brands Limited 29.90 -
Fiora Limited 44.99 -
Notes forming part of the Balance Sheet and Prot & Loss Account (Contd.)
116 TRENT ~ 63Rd ANNUAL REPORT
2014-2015
`
in crores
2013-2014
`
in crores
4.18.17 Guarantee given as on 31.03.2015
Subsidiaries
Trent Hypermarket Limited -156.71
Joint Venture:
Trent Hypermarket Limited 150.90 -
4.18.18 Loan outstanding as on 31.03.2015
Subsidiaries
Nahar Retail Trading Services Limited 6.65 7.00
Trent Hypermarket Limited -97.50
Trent Brands Limited -32.00
4.18.19 Outstanding Receivables as on 31.03.2015
a) Subsidiaries
Nahar Retail Trading Services Limited 0.06 0.13
Trent Hypermarket Limited - 1.49
Landmark E-Tail Limited 0.01 0.19
Westland Limited 0.09 0.01
Virtuous Shopping Centres Limited - 1.71
Trent Brands Limited 0.11 -
b) Joint Ventures:
Trent Hypermarket Limited 0.13 -
4.18.20 Outstanding Payables as on 31.03.2015
a) Subsidiaries
Trent Brands Limited -0.06
Fiora Services Limited 3.92 1.43
Trent Hypermarket Limited -0.08
Westland limited -0.03
Fiora Hyper-market Ltd 0.05 -
b) Associates
Tata Sons Limited -3.26
4.18.21 Redemption of Preference Shares by
a) Joint Venture
Trent Hypermarket Ltd 149.29 -
* Remuneration/Commission/Performance Awards considered on payment basis
Notes forming part of the Balance Sheet and Prot & Loss Account (Contd.)
117
TRENT ~ 63Rd ANNUAL REPORT
4.19 EMPLOYEE BENEFITS
(a) Dened Benet Plans - Gratuity, Pension and Medical Benets (As per actuarial valuations as on 31st March 2015)
` in Crores
GRATUITY (Fully funded) Pension and
Medical Benets
non funded)
LIC administered
Trust
Tata AIG
administered Trust
As on
31st
March,
2015
As on
31st
March,
2014
As on
31st
March,
2015
As on
31st
March,
2014
As on
31st
March,
2015
As on
31st
March,
2014
I 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 1.61
2 Interest cost 0.38 0.30 0.02 0.02 0.13 0.12
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 (0.12)
5 Past Service Costs - - - - - -
6 Liabilities assumed on Acquisition / (Settled on Divestiture) 0.09 (0.06) - -
7 Benets Paid (0.84) (0.73) (0.11) (0.21) (0.53) (0.14)
8 Present value of Dened Benet Obligation at the end of the year 5.03 3.49 0.20 0.28 2.27 1.47
II 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 0.14
4 Assets acquired on Acquisition / (Distributed on Divestiture) (0.02) - (0.14)
5Funds Transfer In - - -
6 Actual benet paid (0.85) (0.73) (0.11) (0.21) (0.53) (0.14)
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 - -
III Net Asset/(Liability) recognized in the Balance Sheet
1 Present Value of Dened Benet Obligation 5.03 3.49 0.20 0.28 2.27 1.47
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)
of Accounting Standard 15
(0.06) (0.11)
4 Fund status (Surplus/(Decit)) (0.84) (0.50) 0.12 0.21 (2.27) (1.47)
5 Net Assets /(Liability) (0.84) (0.50) 0.12 0.21 (2.27) (1.47)
IV Expenses recognized in the statement of Prot 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 0.12
3 Expected return on plan assets (0.24) (0.21) (0.04) (0.04) - -
4 Net Actuarial (Gains)/Losses (Net of Opening Actuarial
gain/(loss) adjustment)
1.11 0.07 0.02 0.08 1.20 (0.12)
5 Past Service Cost - - - -
6 Net eect of Transfer in -
7 Eect of the limit in Para 59(b) of Accounting Standard 15 (0.04) (0.02)
8 Expenses recognised in statement of Prot and Loss 2.00 0.83 (0.04) 0.04 1.33 0.00
V 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. N.A.
2 Corporate Bonds N.A. N.A. N.A. N.A. N.A. N.A.
3 Special Deposit Scheme N.A. 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. N.A.
5 Property N.A. N.A. N.A. N.A. N.A. N.A.
6 Insurer Managed Funds 100% 100% 100% 100% N.A. N.A.
7 Others N.A. N.A. N.A. N.A. N.A. N.A.
Total 100% 100% 100% 100% N.A. N.A.
VI Method of valuation Projected Unit Credit Method
VII Expected Employers Contribution Next Year 0.50 0.50 - - 0.28 0.16
VIII Actuarial Assumptions
1 Discount Rate 8.05% 9.20% 8.05% 9.20% 8.05% 9.20%
2 Expected rate of return on plan assets 8.00% 7.50% 8.00% 7.50% N.A. N.A.
3Mortality Table LIC (1994-96) Ultimate N.A. N.A.
4 Retirement Age 58 Years /
60 years
58 Years /
60 years
60 Years 60 Years N.A. N.A.
NOTES :
(i) The estimates of future salary increases, considered in actuarial valuation, take account of ination, seniority, promotion and other relevant
factors, such as supply and demand in the employment market.
Notes forming part of the Balance Sheet and Prot & Loss Account (Contd.)
118 TRENT ~ 63Rd ANNUAL REPORT
(` in Crores)
(ii)
Particulars
Experience Adjustments-LIC
Period Ended
31-Mar-11 31-Mar-12 31-Mar-13 31-Mar-14 31-Mar-15
Dened Bent Obligation 1.97 2.57 3.14 3.49 5.03
Plan Assets 1.66 2.07 2.90 2.99 4.19
Surplus/Decit (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
Particulars
Experience Adjustments-TATA AIG
Period Ended
31-Mar-11 31-Mar-12 31-Mar-13 31-Mar-14 31-Mar-15
Dened Bent Obligation 0.74 0.40 0.37 0.28 0.20
Plan Assets 1.03 0.77 0.75 0.60 0.38
Surplus/Decit 0.29 0.37 0.38 0.32 0.18
Exp.Adj on Plan Liabilities (0.20) (0.12) (0.02) 0.09 0.01
Exp.Adj on Plan Assets 0.01 (0.03) 0.00 0.02 (0.01)
Particulars
Experience Adjustments-Pension
Period Ended
31-Mar-11 31-Mar-12 31-Mar-13 31-Mar-14 31-Mar-15
Dened Bent Obligation 1.69 1.61 1.61 1.47 2.27
Plan Assets - - - - -
Surplus/Decit (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
Exp.Adj on Plan Assets - - - - -
(iii) 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 Benets discount rate has been changed from 9.2% to 8.05 %
Notes forming part of the Balance Sheet and Prot & Loss Account (Contd.)
119
TRENT ~ 63Rd ANNUAL REPORT
(b) Dened Contribution Plans 2014-2015 2013-2014
Company’s Contributions to dened 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
Inditex Trent Retail India Private
Limited
India 49% 49%
(` In crores)
Inditex Trent
Hypermarket
Limited
(Refer Note:1)
Massimo
Dutti
For the year
ended 31st
March, 2015
For the year
ended 31st
March, 2014
For the
period ended
31st March,
2015
For the
period
ended 31st
March, 2015
I Income
1. Income From Operations 344.90 283.68 312.11 -
2. Other Income 8.21 0.86 20.12 0.04
II Expenditure
1. Purchase of raw-material - - 6.39 -
2. Purchase of Sock-in -Trade 191.03 166.24 262.02 -
3. Changes in inventories
of nished goods, work-
in-progress and Stock-in-
Trade[(Accretion)/decretion]
(2.85)
(10.09)
(13.26)
-
4. Employee Benet Expenses 12.06 9.76 25.65 -
5. Finance Cost 0.22 0.02 3.94 0.00*
6. Other Expenses 82.66 80.85 65.55 0.04
7. Depreciation 15.54 12.08 7.72 -
8. Exceptional Item - 2.69 - -
Notes forming part of the Balance Sheet and Prot & Loss Account (Contd.)
120 TRENT ~ 63Rd ANNUAL REPORT
(` In crores)
Inditex Trent
Hypermarket
Limited (refer
note:1)
Massimo
Dutti
For the year
ended 31st
March, 2015
For the year
ended 31st
March, 2014
For the
period ended
31st March,
2015
For the
period
ended 31st
March, 2015
Assets:
III Non Current Assets
1. Fixed Assets
Tangible 106.96 98.09 77.77 -
Intangilble - - 0.41 -
Capital Work in Progress 1.76 6.40 4.03 -
2. Investments - - 347.42 -
3. Deferred tax Asset/(Liabilities) 2.40 1.21 - -
4. Long term Loand and
Advances
12.21 11.64 35.54 -
5. Other Non Current Assets - - 0.18 -
IV Current Assets
1. Investments - - 27.34 -
2. Inventories 33.25 30.40 36.11 -
3. Trade Receivables - - 6.08 -
4. Cash and bank balances 20.39 12.46 3.11 0.22
5. Short term loans and
Advances
1.92 2.17 11.94 -
6. Other Current Assets - - 0.50 -
Liabilities:
V Shareholders Funds:
(a) Share Capital 31.75 31.75 73.42 0.25
(b) Reserves & Surplus 102.13 65.80 330.35 (0.23)
VI Non Current Liabilities
1. Long term borrowings - - 37.50 -
2. Other Long term liabilities 7.40 8.59 0.05 -
3. Long term provisions 0.35 0.23 12.13 -
4. Deered Tax liability - - 4.20 -
VII Current Liabilities
1. Trade Payables 29.72 44.75 61.36 0.20
2. Other Current Liabilities 5.93 10.69 29.52 0.00**
3. Short term Provisions 1.61 0.57 1.90 -
VIII Capital Commitments 2.91 1.84 1.48 -
IX Contingent Liability 0.00 - 2.93 -
X Claims not acknowledged as
debts
- - 23.35 -
Note:
1. Trent Hypermarket Ltd gures 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
Notes forming part of the Balance Sheet and Prot & Loss Account (Contd.)
121
TRENT ~ 63Rd ANNUAL REPORT
4.21. EARNINGS PER SHARE (EPS) :
2014-2015 2013-2014
(a) Weighted Average Number of shares outstanding
during the year.
i) For Basic Earnings Per Share 3,32,31,544 3,32,31,544
ii) For Diluted Earnings Per Share
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
No of shares for Diluted Earnings Per Share 3,32,31,544 3,32,31,544
(b) Net Prot/(Loss) after Tax available for Equity Shareholders
(` in crores)
100.03 54.24
(c) Earnings Per Share(`) (Face value of `10/-)
Basic 30.10 16.32
Diluted 30.10 16.32
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 eective on 23rd April 2014
upon obtaining all sanctions and approvals as required under the scheme and upon ling of certied
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 eect 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
Prot 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.
Notes forming part of the Balance Sheet and Prot & Loss Account (Contd.)
122 TRENT ~ 63Rd ANNUAL REPORT
g. The balance in prot 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 xed assets are
being depreciated over their balance revised useful life. In respect of xed 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 gures have been regrouped / reclassied wherever necessary.
Signatures to Notes 1-4
Notes forming part of the Balance Sheet and Prot & Loss Account (Contd.)
As per our Report attached. For and on behalf of the Board,
}
For N.M.Raiji & Co, N. N. TATA Chairman
Chartered Accountants
Registration No.108296W H. BHAT
A. D. COOPER
Y.N.Thakkar M.M. SURTI P. VENKATESALU Z. S. DUBASH Directors
Partner Company Secretary Chief Financial Ocer B. BHAT
Membership No. 33329 S. SINGH
A. SEN
Mumbai, 27th May 2015 PHILIP AULD Managing Director
123
TRENT ~ 63Rd ANNUAL REPORT
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015
Sl No PARTICULARS For Year ended on March’15 For Year ended on March’14
` in Crores ` in Crores ` in Crores
A CASH FLOW FROM OPERATING ACTIVITIES
Net Prot before Taxes and Exceptional Items 82.49 58.92
Adjustments for :
Depreciation 39.84 25.60
Impairment Loss 1.48
Provision for doubtful debts & bad debts written o 2.70 4.61
Interest (net) (15.58) (17.87)
(Prot)/Loss on Fixed Assets sold/discarded (Net) 3.80 5.95
(Prot)/Loss on sale of Investments (Net) (43.04) (36.43)
Excess of Cost over Fair Value of Investments - 0.11
Income from Investments (0.07) (0.07)
Rent Equilisation Reserve (0.16) (0.45)
Excess provisions / Liabilities no longer required written back (8.75) (3.39)
Expired Gift Vouchers and Credit Notes Written back (1.13) (1.35)
(20.91) (23.29)
Exceptional Item (21.93) 9.76
Operating Prot Before Working Capital Changes 39.65 45.39
Adjustments for :
(Increase)/Decrease in Inventories 14.17 (17.62)
(Increase)/Decrease in Trade & Other Receivables (5.57) (7.82)
(Increase)/Decrease in Long term Loans and Advances (20.78) 3.38
Increase/(Decrease) in Trade & Other Payables (8.79) (22.05)
Increase/(Decrease) in Non Current Liabilities 2.44 3.81
(18.53) (40.30)
Cash generated from operations 21.12 5.09
Direct Taxes Paid 4.78 (13.08)
4.78 (13.08)
Net Cash from Operating Activities 25.90 (7.99)
B CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (112.20) (57.05)
Sale of Fixed Assets 0.54 0.24
Purchase of Investments (2,084.14) (868.17)
Sale of Investments 2,044.19 864.76
Loans given (46.10) (225.20)
Repayment of Loans given 175.94 201.05
Prot on Investments in Certicate of Deposits - 0.59
Interest received 25.80 21.96
Merger Expenses - (0.17)
Dividend From Investments 0.07 0.07
Net cash used in Investing Activities 4.10 (61.92)
C CASH FLOW FROM FINANCING ACTIVITIES
Redemption of Securities (Including Premium) - (7.00)
Unclaimed Securities application money (0.03) (0.01)
Repayment of Long Term & Other borrowings - (3.84)
Interest Paid (7.04) (7.06)
Dividend Paid (Including Dividend Distribution Tax) (27.16) (27.16)
Net cash from Financing Activities (34.23) (45.07)
NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C) (4.23) (114.98)
CASH AND CASH EQUIVALENTS AS AT OPENING 32.85 143.33
CASH AND CASH EQUIVALENTS ACQUIRED ON MERGER( Refer note V ) - 4.50
CASH AND CASH EQUIVALENTS AS AT CLOSING 28.62 32.85
Notes: I) All gures in brackets are outows.
II) Cash and Cash equivalents consists of cash on hand, certicate 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 gures have been regrouped wherever necessary.
V) Signicant Non Cash Transaction arising on Merger refer Note No.4.22, Page 121.
As per our Report attached. For and on behalf of the Board,
For N.M.Raiji & Co, N. N. TATA Chairman
Chartered Accountants
Registration No.108296W H. BHAT
A. D. COOPER
Y.N.Thakkar M.M. SURTI P. VENKATESALU Z. S. DUBASH Directors
Partner Company Secretary Chief Financial Ocer B. BHAT
Membership No. 33329 S. SINGH
A. SEN
Mumbai, 27th May 2015 PHILIP AULD Managing Director
124 TRENT ~ 63Rd ANNUAL REPORT
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF TRENT LIMITED
Report on the Consolidated Financial Statements
We have audited the accompanying consolidated nancial 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 Prot and Loss, the Consolidated Cash Flow
Statement for the year then ended, and a summary of the signicant accounting policies and other
explanatory information (hereinafter referred to as “the consolidated nancial statements”).
Management’s Responsibility for the Consolidated Financial Statements
The Holding Company’s Board of Directors is responsible for the preparation of these consolidated nancial
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 nancial position, consolidated nancial performance
and consolidated cash ows of the Group including its jointly controlled entities in accordance with the
accounting principles generally accepted in India, including the Accounting Standards specied 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 nancial controls, that were operating eectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of
the nancial 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 nancial
statements by the Directors of the Holding Company, as aforesaid.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated nancial 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 specied 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 nancial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures
in the consolidated nancial statements. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the consolidated nancial statements,
whether due to fraud or error. In making those risk assessments, the auditor considers internal nancial
controls relevant to the Holding Company’s preparation of the consolidated nancial 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 nancial
controls system over nancial reporting in place and the operating eectiveness 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 nancial statements.
125
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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 sucient
and appropriate to provide a basis for our audit opinion on the consolidated nancial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid consolidated nancial 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 aairs of the Group and jointly controlled entities as at 31st March, 2015,
and their consolidated prot and their consolidated cash ows for the year ended on that date.
Emphasis of Matter
We draw attention to the following matters in the Notes to the nancial 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 nancial 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 nancial 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 nancial statements, indicates the
existence of material uncertainty which may cast signicant doubt about the company’s ability to
continue as a going concern. The nancial statements have been prepared on a going concern basis,
the validity of which depends upon the continued availability of funds from the shareholder. The
nancial statements do not include any adjustments that would result from non-availability of nance.
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 nancial 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 qualied in respect of the above matters.
Other Matters
We did not audit the nancial 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 nancial statements reect total assets (net) of ` 211.31 Crores as at 31st March, 2015, total
revenues of ` 397.35 Crores and net cash inows amounting to ` 8.27 Crores for the year ended on that
date, as considered in the consolidated nancial statements. These nancial statements have been audited
by other auditors whose reports have been furnished to us by the Management and our opinion on the
consolidated nancial 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 nancial statements, and our report on Other Legal and Regulatory
Requirements below, is not modied 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
126 TRENT ~ 63Rd ANNUAL REPORT
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 specied 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
nancial statements.
(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid
consolidated nancial 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 Prot 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 nancial
statements.
(d) In our opinion, the aforesaid consolidated nancial statements comply with the Accounting
Standards specied 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 disqualied 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 nancial statements disclose the impact of pending litigations on the
consolidated nancial position of the Group and its jointly controlled entities – Refer Note 4.1
& 4.2 to the consolidated nancial 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
127
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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 nancial 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 xed assets.
b) All xed assets have not been physically veried by the management of the Holding Company and
Covered entities of the Group during the year but there is a regular programme of verication which,
in our opinion and as reported by the other auditors who audited the nancial 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 verication.
ii) a) The management of the Holding Company and the Covered entities of the Group have conducted
physical verication of inventory at reasonable intervals during the year.
b) The procedures of physical verication 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 verication 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, rms 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 nancial 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 xed
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 nancial 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 nancial statements of certain Covered entities of the Group, the Central Government has not
specied 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
128 TRENT ~ 63Rd ANNUAL REPORT
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
nancial statements.
viii) The Group on consolidated basis have no accumulated losses at the end of the nancial year and have
not incurred cash losses in the current and immediately preceding nancial 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 fty per
cent of its net worth and have incurred cash losses in the current and immediately preceding nancial
year. Another subsidiary, Westland Ltd on Consolidated basis has accumulated losses at the end of the
nancial year which are exceeding fty percent of its net worth and has incurred cash losses during the
current nancial year and in the immediately preceding nancial 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 nancial year but not in the immediately preceding nancial year. The Holding
Company and other covered entities of the Group on standalone basis have no accumulated losses at
the end of the nancial year and they have not incurred any cash losses in the current and immediately
preceding nancial year.
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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 nancial 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 nancial 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
nancial 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
nancial 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 nancial statements and as per the information and explanations given by the
management and reports of the other auditors who audited the nancial 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
130 TRENT ~ 63Rd ANNUAL REPORT
Consolidated Balance Sheet as at 31st March 2015
(` in Crores)
Particulars Note
No. Page Figures as at
31st March
2015
Figures as
at 31st March
2014
I. EQUITY AND LIABILITIES
1 SHAREHOLDERS’ FUNDS
(a) Share Capital 1.1 132-133 33.23 33.23
(b) Reserves and Surplus 1.2 134-135 1,388.73 957.58
1,421.96 990.81
2 MINORITY INTEREST 2.59 2.55
3 NON-CURRENT LIABILITIES
(a) Long-Term Borrowings 1.3 135-137 112.50 325.00
(b) Other Long Term Liabilities 1.4 137 11.06 11.27
(c) Long-Term Provisions 1.5 137 51.65 136.85
175.21 473.12
4 CURRENT LIABILITIES
(a) Short-Term Borrowings 1.6 138 4.35 6.55
(b) Trade Payables 1.7 138 221.25 330.83
(c) Other Current Liabilities 1.8 138-139 257.05 99.07
(d) Short-Term Provisions 1.9 139 124.13 33.28
606.78 469.73
TOTAL 2,206.54 1,936.21
II. ASSETS
1 NON-CURRENT ASSETS
(a) Fixed Assets
(i) Tangible Assets 1.10 140 628.10 627.03
(ii) Intangible Assets 40.36 93.09
(iii) Capital Work-In-Progress 92.13 137.49
(iv) Intangible Assets Under
Development - 0.08
(b) Non-Current Investments 1.11 141 681.69 209.62
(c) Deferred Tax Assets (Net) 1.12 141 2.07 15.26
(d) Long-Term Loans and Advances 1.13 141 134.43 97.41
(e) Other Non-Current Assets 1.14 142 0.18 0.75
1,578.96 1,180.73
2 CURRENT ASSETS
(a) Current Investments 1.15 142 58.03 90.72
(b) Inventories 1.16 142 329.85 356.46
(c) Trade Receivables 1.17 143 17.69 17.61
(d) Cash and Cash Equivalents 1.18 143 55.50 61.93
(e) Short-Term Loans and Advances 1.19 144 160.54 220.14
(f) Other Current Assets 1.20 144 5.97 8.62
627.58 755.48
TOTAL 2,206.54 1,936.21
Signicant 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, N. N. TATA Chairman
Chartered Accountants
Registration No.108296W H. BHAT
A. D. COOPER
Y.N.Thakkar M.M. SURTI P. VENKATESALU Z. S. DUBASH Directors
Partner Company Secretary Chief Financial Ocer B. BHAT
Membership No. 33329 S. SINGH
A. SEN
Mumbai, 27th May 2015 PHILIP AULD Managing Director
131
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Consolidated Prot and Loss statement for the year ended 31st March 2015
(` in Crores)
Particulars Note
No. Page Figures for the
year ended 31st
March 2015
Figures for the
year ended 31st
March 2014
I. Revenue from Operations(Net) 2.1 145 2,284.25 2,332.98
II. Other Income 2.2 145-146 97.19 61.41
III. Total Revenue (I+II) 2,381.44 2,394.39
IV. Expenses:
a. Cost of Raw Materials Consumed 2.3 146 13.24 18.93
b. Purchases of Stock-in-Trade 1,313.37 1,450.92
c. Changes in inventories of nished
goods work-in-progress and Stock-in-
Trade[(Accretion)/decretion] 2.34 (16.72)
d. Employee Benets Expense 2.4 146 207.89 198.04
e. Finance Costs 2.5 147 10.72 13.13
f. Depreciation and Amortization Expense 1.10 140 74.33 53.62
g. Other Expenses 2.6 147 675.22 672.39
Total Expenses 2,297.11 2,390.31
V. Prot before exceptional and extraordinary
items and tax (III-IV) 84.33 4.08
VI. Exceptional items (Income)/Expenses (Net) 2.7 148 (115.17) 2.59
VII. Prot before Extraordinary Items
and Tax (V- VI) 199.50 1.49
VIII. Extraordinary Items - -
IX. Prot before tax (VII+ VIII) 199.50 1.49
X. Tax Expense:
Current Tax 61.54 23.77
Deferred Tax 8.47 5.69
MAT Credit - (7.14)
(Excess)/short provision for tax pertaining to
prior years 0.06 (2.10)
Total Tax Expenses 70.07 20.22
XI. Prot/(Loss) for the year from continuing
operations (IX-X) 129.43 (18.73)
XII. Less: Minority Share of Prot /(Loss) 0.10 (0.14)
XIII. Less: Pre acquisition prot/(loss) - (0.04)
XIV. Prot/(Loss) for the year (XI-XII-XIII) after
Minority Interest 129.33 (18.55)
XV. Earnings per equity share before
Extraordinary items (`)4.9 160
(1) Basic 38.92 (5.58)
(2) Diluted 38.92 (5.58)
Earnings per equity share after Extraordinary items (`)
(1) Basic 38.92 (5.58)
(2) Diluted 38.92 (5.58)
Signicant 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, N. N. TATA Chairman
Chartered Accountants
Registration No.108296W H. BHAT
A. D. COOPER
Y.N.Thakkar M.M. SURTI P. VENKATESALU Z. S. DUBASH Directors
Partner Company Secretary Chief Financial Ocer B. BHAT
Membership No. 33329 S. SINGH
A. SEN
Mumbai, 27th May 2015 PHILIP AULD Managing Director
132 TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of the Consolidated Balance Sheet
Note 1.1 (Item No. I (1)(a), Page 130)
SHARE CAPITAL
As at As at
31.03.2015 31.03.2014
` ` `
in crores 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)
47.25 47.25
30,00,000 Unclassied Shares of ` 10/- each
(2013-14 : 30,00,000 Unclassied Shares of ` 10/- each)
3.00 3.00
16,30,000 Preference shares of ` 100/-each
(2013-14 :16,30,000 Preference shares of ` 100/-each)
16.30 16.30
70,000 Preference Shares of ` 1000/- each
(2013-14 : 70,000 Preference shares of ` 1000/- each)
7.00 7.00
1,20,00,000 Cumulative Convertible Preference shares
of ` 10/-each.
(2013-14 : 1,20,00,000 Cumulative Convertible Preference
shares of ` 10/-each.)
12.00
12.00
85.55 85.55
(b) ISSUED, SUBSCRIBED AND PAID UP :
3,32,31,544 Equity Shares of ` 10/- each fully paid-up 33.23 33.23
(2013-14 : 3,32,31,544 Equity Shares of ` 10/- each)
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 nancial 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 nal 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 prots 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
133
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Directors at their meeting held on 26th April 2010 had xed 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)
Equity shares
Number of shares at the beginning 3,32,31,544 33.23 3,32,31,544 33.23
Add - Issued during the year - - - -
Number of shares at the end 3,32,31,544 33.23 3,32,31,544 33.23
(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
Equity 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
Dodona Holdings Limited 17,81,756 5.36 - -
The above details are as certied 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.
Notes forming part of the Consolidated Balance Sheet
Note 1.1
SHARE CAPITAL (Contd.)
134 TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of the Consolidated Balance Sheet
Note 1.2 (Item No. I (1)(b), Page 130)
RESERVES AND SURPLUS
As at As at
31.03.2015 31.03.2014
` ` `
in crores in crores in crores
(a) SECURITIES PREMIUM ACCOUNT
Balance as per last account 976.81 1,143.99
Add: transfer of securities premium on merger (refer note
4.11, Page 162)
- 70.51
Less: Transferred from Amalgamation Reserve Account - 237.69
976.81 976.81
(b) CAPITAL REDEMPTION RESERVE
Balance as per last account 7.00 -
Add : Transferred from Prot and Loss Account - 7.00
7.00 7.00
(c) DEBENTURE REDEMPTION RESERVE
Balance as per last account 73.00 68.00
Add : Transferred from Prot and Loss Account 20.00 5.00
93.00 73.00
(d) AMALGAMATION RESERVE ACCOUNT
Arising on Merger (refer Note 4.11, Page 162 ) - 237.58
Merger Expenses (net of tax) - 0.11
Less-Transferred to Securities Premium Account - (237.69)
- -
(e) GENERAL RESERVE :
Balance as per last account 6.00 22.65
Add : Transferred from Prot and Loss Account 5.00 6.00
Less : Transfer of General reserve on merger
(refer note 4.11, Page 162)
- 22.65
Less-Other expenses debited to Securities premium by a
Joint venture (Refer point 2, Page 135 )
0.57 -
10.43 6.00
(f) SURPLUS IN PROFIT AND LOSS ACCOUNT
Opening Balance (109.67) (40.75)
Brought forward Loss arising out of Amalgamation - (5.16)
Add: Net Prot after Tax for the year 129.33 (18.55)
Adjustment against Reserves (5.35) -
Amount Available for Appropriations 14.31 (64.46)
LESS - APPROPRIATIONS
(i) General Reserve 5.00 6.00
135
TRENT ~ 63Rd ANNUAL REPORT
As at As at
31.03.2015 31.03.2014
` ` `
in crores in crores in crores
(ii) Capital Redemption Reserve - 7.00
(iii) Debenture Redemption Reserve 20.00 5.00
(iv) Proposed Dividend - Equity shares (Refer point 1
below)
33.23 23.26
(v) Proposed Dividend - Preference shares (Full gure for
Previous year ` 11891)
- 0.00
(vi) Tax On Dividend 6.77 3.95
Closing Balance (50.69) (109.67)
Foreign Exchange Reserve on Consolidation 0.33 0.32
Capital Reserve On Acquisition Of Subsidiary 4.10 4.12
Captial Reserve On Change in Status of Subsidiary to Joint
Venture (Refer Note 4.12, Page 162) 347.75 -
1,388.73 957.58
Note:
1The 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.
2During 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
Bonds/Debentures
(a) SECURED DEBENTURES :
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
Notes forming part of the Consolidated Balance Sheet
Note 1.2 (Item No. I (1)(b), Page 130)
RESERVES AND SURPLUS
136 TRENT ~ 63Rd ANNUAL REPORT
Note 1.3 (Item No. I (3)(a), Page 130)
LONG TERM BORROWINGS (Contd.)
As at As at
31.03.2015 31.03.2014
` `
in crores in crores
(b) UNSECURED DEBENTURES :
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
(c) Share of Joint ventures 37.50 -
112.50 325.00
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.
Notes forming part of the Consolidated Balance Sheet
137
TRENT ~ 63Rd ANNUAL REPORT
(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.
Notes forming part of the Consolidated Balance Sheet
Note 1.4 (Item No. I (3)(b), Page 130)
OTHER LONG TERM LIABILITIES
As at As at
31.03.2015 31.03.2014
` `
in Crores in Crores
(a) Income Received in Advance 0.00 0.00
(Full gure for Current year ` 30,778)
(Full gure for Previous year ` 48,682)
(b) Security Deposits Received 2.61 2.68
2.61 2.68
(c ) Share of Joint Ventures 8.45 8.59
11.06 11.27
Note 1.5 (Item No. I (3)(c), Page 130)
LONG TERM PROVISIONS
As at As at
31.03.2015 31.03.2014
` `
in crores in crores
(a) Provision for Employee benets 11.91 10.79
(b) Others
(i) Redemption Premium of Debentures
(Refer point 1,2,3,4,5 of Note 1.3, Page 136-137)
27.38 125.73
(ii) Rent SLR Equalisation 0.12 0.10
27.50 125.83
39.41 136.62
(c) Share of Joint Ventures 12.24 0.23
51.65 136.85
138 TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of the Consolidated Balance Sheet
Note 1.6 (Item No. I (4)(a), Page 130)
SHORT TERM BORROWINGS
As at
31.03.2015
`
As at
31.03.2014
`
in crores in crores
Cash Credit 4.35 6.55
4.35 6.55
Notes
Details of security for the secured short-term borrowings:
` in crores
Particulars Nature of security As at
31st March
2015
As at
31st March
2014
Loans repayable on demand from Charge on current assets of
Westland Ltd (Subsidiary )
HDFC Bank 4.35 6.55
Total from Banks 4.35 6.55
Note 1.7 (Item No. I (4)(b), Page 130)
TRADE PAYABLES
As at
31.03.2015
`
in Crores
As at
31.03.2014
`
in Crores
Trade Payables (RefeNote 4.4, Page 153) 191.53 286.08
Share of Joint Ventures 29.72 44.75
Total 221.25 330.83
Note 1.8 (Item No. I (4)(c), Page 130)
OTHER CURRENT LIABILITIES
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
(a) Interest accrued but not due on borrowings 5.63 10.20
(b ) Income received in advance - 0.01
(c) Unpaid Dividends 0.85 0.80
(d) Application money received for allotment of securities and due for
refund and interest accrued thereon (Refer Note 1, Page 139)
0.08 0.11
(e) Unpaid matured debentures and interest accrued thereon 0.01 0.01
(f) Security Deposits received 3.55 4.75
(g) Withholding tax and other Statutory Payments 13.59 20.37
(h) Retention Money 2.23 2.02
(i) Employee related liability 16.23 26.09
139
TRENT ~ 63Rd ANNUAL REPORT
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
(j) Creditors for Capital Expenditure 13.79 6.74
(k) Current Portion of Long Term Borrowing (Refer note 2,3 below) 150.00 -
(l) Others 14.82 17.28
220.78 88.38
(m) Share of Joint Ventures 36.27 10.69
257.05 99.07
(1) Share Application Money received and due for refund represents the cheques issued but not
encashed by the payees
(2) 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.
(3) 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.
Notes forming part of the Consolidated Balance Sheet
Note 1.8 (Item No. I (4)(c), Page 130) (Contd.)
OTHER CURRENT LIABILITIES
Note 1.9 (Item No. I (4)(d), Page 130)
SHORT TERM PROVISIONS
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
(a) Provision for Employee benets 2.04 2.93
(b) Others
(i) Proposed Dividend 33.23 23.26
(ii) Tax on Dividend 6.77 3.95
(iii) Contingencies (Refer Note 4.2 (h), Page 151) 2.34 2.34
(iv) Redemption Premium of Debentures 75.54 -
(v) Rent SLR Equalisation 0.08 0.23
117.96 29.78
120.00 32.71
(c) Share of Joint Venture (Refer Note 4.2 (h), Page 151) 4.13 0.57
124.13 33.28
140 TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of the consolidated Balance Sheet
Note 1.10 (Item No. II (1)(a), Page 130)
FIXED ASSETS
ASSETS
GROSS BLOCK (AT COST) DEPRECIATION AND AMORTISATION NET BLOCK
As at
01.04.2014
Additions/
Adjustments
Deductions/
Adjustments
Add/(Del)
due to
Subs, con-
verted in JV
As at
31.03.2015
As at
01.04.2014
Deductions/
Adjustments
For the
year
*Adjusted
Against
Retained
Earnings
Add/(Del)
due to
Subs, con-
verted in JV
As at
31.03.2015
Impairment
Loss
as on
31.03.2015
As at
31.03.2015
` 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
Tangible Assets
Freehold Land 7.93 38.59 - - 46.52 - - - - - - - 46.52
(7.93) - - - (7.93) - - - - - - - (7.93)
Leasehold Land 54.79 - - (0.21) 54.58 3.60 - 0.72 - (0.01) 4.31 - 50.27
(54.79) - - - (54.79) (2.87) - (0.73) - - (3.60) - (51.19)
Buildings 272.40 41.96 7.97 (74.29) 232.10 46.96 3.20 8.20 - (10.53) 41.43 1.94 188.73
(253.95) (24.32) (5.87) - (272.40) (37.99) (1.49) (10.46) - - (46.96) (0.05) (225.39)
Plant and Equipment 158.32 9.98 10.61 (58.82) 98.87 42.39 5.06 12.20 2.12 (13.64) 38.01 1.32 59.54
(147.64) (16.34) (5.66) - (158.32) (36.83) (2.36) (7.92) - - (42.39) (0.10) (115.83)
Furniture, Fixtures, 160.29 14.82 18.75 (33.87) 122.49 58.68 10.05 16.11 2.19 (10.77) 56.16 1.29 65.04
(149.42) (19.66) (8.79) - (160.29) (53.06) (5.09) (10.71) - - (58.68) (0.22) (101.39)
Oce Equipments 9.86 0.86 0.74 (1.37) 8.61 3.30 0.57 2.83 1.21 (0.39) 6.38 0.03 2.20
(9.45) (0.98) (0.57) - (9.86) (3.21) (0.38) (0.47) - - (3.30) (0.01) (6.55)
Computers 49.71 4.87 1.70 (14.78) 38.10 29.81 1.42 7.43 2.83 (9.03) 29.62 0.55 7.93
(45.56) (6.91) (2.76) - (49.71) (25.56) (2.40) (6.65) - - (29.81) (0.04) (19.86)
Vehicles 1.29 0.26 0.42 (0.11) 1.02 0.50 0.28 0.16 0.00 (0.03) 0.35 - 0.67
(1.34) (0.11) (0.16) - (1.29) (0.47) (0.10) (0.13) - - (0.50) - (0.79)
Total 714.59 111.34 40.19 (183.45) 602.29 185.24 20.58 47.65 8.35 (44.40) 176.26 5.13 420.90
(670.08) (68.32) (23.81) - (714.59) (159.99) (11.82) (37.07) - (185.24) (0.42) (528.93)
Share of Joint Venture 125.28 73.55 0.66 91.73 289.90 27.18 (8.40) 23.47 - 22.20 81.25 1.45 207.20
(61.75) (63.53) - - (125.28) (15.10) (0.00) (12.08) - - (27.18) - (98.10)
Total Tangible Assets 839.87 184.89 40.85 (91.72) 892.19 212.42 12.18 71.12 8.35 (22.20) 257.51 6.58 628.10
(731.83) (131.85) (23.81) - (839.87) (175.09) (11.82) (49.15) - (212.42) (0.42) (627.03)
Intangible Assets
Goodwill 0.11 - - (0.05) 0.06 0.11 - - - (0.05) 0.06 - -
(0.11) - - - (0.11) (0.11) - - - - (0.11) - -
Goodwill on Consoli-
dation
80.75 - 49.65 (4.86) 26.24 - - - - - - - 26.24
(270.27) (5.38) (194.90) - (80.75) - - - - - - - (80.75)
Brands/Trademarks 0.01 - - - 0.01 0.01 - - - - 0.01 - -
(0.01) - - - (0.01) (0.01) - - - - (0.01) - -
Computer software 20% 25.01 2.04 0.03 (3.87) 23.15 12.67 0.02 3.19 0.53 (2.53) 13.84 1.75 7.56
(22.78) (2.36) (0.13) - (25.01) (8.31) (0.11) (4.47) - - (12.67) - (12.34)
Non Compete Fees 0.20 - - - 0.20 0.20 - - - - 0.20 - -
(0.20) - - - (0.20) (0.20) - - - - (0.20) - -
Total 106.08 2.04 49.68 (8.78) 49.66 12.99 0.02 3.19 0.53 (2.58) 14.11 1.75 33.80
(293.37) (7.74) (195.03) - (106.08) (8.63) (0.11) (4.47) - - (12.99) - (93.09)
Share of Joint venture 0.01 4.37 - 4.39 8.77 0.01 (0.52) 0.39 - 1.29 2.21 - 6.56
(3.10) - (3.09) - (0.01) (0.01) - - - - (0.01) - (0.00)
Total Intangible Assets 106.09 6.41 49.68 (4.39) 58.43 13.00 (0.50) 3.58 0.53 (1.29) 16.32 1.75 40.36
(296.47) (7.74) (198.12) - (106.09) (8.64) (0.11) (4.47) - - (13.00) - (93.09)
Total 945.96 191.30 90.53 (96.11) 950.62 225.42 11.68 74.70 8.88 (23.49) 273.83 8.33 668.46
(1,028.30) (139.59) (221.93) - (945.96) (183.73) (13.93) (53.62) - - (225.42) (0.42) (720.12)
Intangible Assets
underdevelopment
0.08 - 0.08 - - - - - - - - - -
- (0.08) - - (0.08) - - - - - - - (0.08)
Capital Work-in-Progress 92.13
(137.49)
Total 760.59
(857.69)
141
TRENT ~ 63Rd ANNUAL REPORT
Note 1.11 (Item No. II (1)(b), Page 130)
NON CURRENT INVESTMENTS
As at
31.03.2015
` in crores
As at
31.03.2014
` in crores
Investments 438.11 209.62
438.11 209.62
Share of Joint Ventures 243.58 -
681.69 209.62
Note 1.12 (Item No. II (1)(c), Page 130)
DEFERRED TAX ASSET-NET
As at
31.03.2015
` in crores
As at
31.03.2014
` in crores
Deferred Tax Assets
Retirement Benets 4.07 4.21
Premium on Redemption of Debentures 3.28 9.69
Other Provisions 7.50 3.93
Unabsorbed Depreciation 0.20 23.04
15.05 40.87
Less-Deferred Tax Liability
Depreciation 11.17 26.82
Deferred Tax Asset/(Liability)-Net 3.88 14.05
Share of Joint Ventures (1.81) 1.21
2.07 15.26
Note 1.13 (Item No. II (1)(d), Page 130)
LONG TERM LOANS AND ADVANCES As at
31.03.2015
` in Crores
As at
31.03.2014
` in Crores
Unsecured, Considered Good
(a) Capital Advances 0.06 3.69
(b) Security Deposits
Deposits for Premises 41.57 44.08
Other Deposits 2.98 3.21
(c) Loans and Advances to Others 0.25 0.25
(d) Loans and advances to Employees 1.86 2.06
(e) MAT Credit Outstanding 22.50 32.27
(f) Prepaid Expenses - 0.21
69.22 85.77
Unsecured, Considered Doubtful
Capital Advances - 0.11
Less: Provision for Doubtful Advances - 0.11
- -
69.22 85.77
Share of Joint Ventures 65.21 11.64
134.43 97.41
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
142 TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of the Consolidated Balance Sheet
Note 1.14 (Item No. II (1)(e), Page 130)
OTHER NON CURRENT ASSETS
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
(a) Other Receivable - 0.75
(b) Share of Joint Ventures 0.18 -
0.18 0.75
Note 1.15 (Item No. II (2)(a), Page 130)
CURRENT INVESTMENTS
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
Note 1.16 (Item No. II (2)(b), Page 130)
INVENTORIES
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
(a) Raw Materials 0.50 1.61
(b) Stock in trade 256.72 318.51
Add-Stocks-in-Transit 0.65 0.81
257.37 319.32
(c) Packing Materials 1.96 3.57
(d) Stores & Spares 0.65 1.56
260.48 326.06
(e) Share of Joint Ventures 69.37 30.40
329.85 356.46
143
TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of the Consolidated Balance Sheet
Note 1.17 (Item No. II (2)(c), Page 130)
TRADE RECEIVABLES
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
(a) Debts outstanding for a period exceeding six months 4.32 8.55
(b) Other Debts 10.30 12.36
14.62 20.91
Less : Provision for Doubtful Debts 3.42 3.30
11.20 17.61
Considered Good - Unsecured 11.20 17.61
Considered Doubtful - Unsecured 3.42 3.30
14.62 20.91
(c) Share of Joint Ventures 6.49 -
17.69 17.61
Note 1.18 (Item No. II (2)(d), Page 130)
CASH AND CASH EQUIVALENTS
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
(a) Balances with Scheduled Banks
(i) Current Accounts 22.67 28.79
(ii) Fixed Deposit Accounts 0.03 2.03
22.70 30.82
(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
(i) Share of Joint Ventures 25.02 12.47
55.50 61.93
144 TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of the Consolidated Balance Sheet
Note 1.19 (Item No. II (2)(e), Page 130)
SHORT TERM LOANS AND ADVANCES
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
A Secured Considered good
Inter Corporate Deposits Given 25.00 25.00
B Unsecured Considered good
(a) Security Deposits
Deposits for Premises- Others 74.50 112.98
Other Deposits 0.78 0.79
(b) Loans and Advances to Sta 0.85 1.51
(c) Advances Payment to Creditors 19.95 11.02
(d) Balances with government agencies 7.15 13.04
(e) Advance Income/Wealth Taxes - Net Of Provision 5.34 44.04
(f) Other Taxes Recoverable 0.06 0.55
(g) Prepaid Expenses 8.64 6.14
(h) Interest Receivable 2.95 2.90
120.22 192.97
C Unsecured,Considered Doubtful
(a) Bills Of Exchange 1.14 1.14
(b) Other Taxes Recoverable 0.04 0.04
(c) Advances Payment To Creditors 2.15 1.19
(d) Loans and Advances to Sta 0.04 0.04
(e) Interest Receivable 0.19 0.19
(f) Security Deposits 2.00 2.00
5.56 4.60
Less:Provision for Doubtful Advances (5.56) (4.60)
- -
145.22 217.97
Share of Joint Ventures 15.32 2.17
160.54 220.14
Note 1.20 (Item No. II (2)(f), Page 130)
OTHER CURRENT ASSETS As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
Unsecured Considered good
(a) Other Receivables 5.27 8.17
(b) Interest accrued on Bank Deposits 0.20 0.45
5.47 8.62
Unsecured,Considered Doubtful
(a) Other Receivables 0.88 -
0.88 -
Less: Provision for Doubtful Advances (0.88) -
- -
Share of Joint Ventures 0.50 -
5.97 8.62
145
TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of the Consolidated Prot & Loss Statement
Note 2.1 (Item No. I, Page 131)
REVENUE FROM OPERATIONS
For the Year ended
31st March 2015
` in crores
For the year ended
31st March 2014
` in crores
Sale of products(Gross) 1,677.56 2,115.46
Less:VAT 98.70 126.52
Sale of products(Net) 1,578.86 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 uctuation income 0.16 0.46
Rent 6.09 11.14
47.48 60.66
Revenue from Operations(Gross) 1,626.34 2,049.60
Less:
Excise duty 0.09 0.31
Revenue from Operations (Net) 1,626.25 2,049.29
Share of Joint Venture 658.00 283.69
2,284.25 2,332.98
Note 2.2 (Item No. II, Page 131)
OTHER INCOME
For the Year ended
31st March 2015
` in crores
For the year ended
31st March 2014
` in crores
Interest Income
Interest on Loans and Advances 14.45 23.80
Interest/Discounts on Deposits with Bank 3.98 2.79
18.43 26.59
Dividend Income
Dividend from Long Term Investments 0.13 0.15
0.13 0.15
146 TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of the Consolidated Prot & Loss Statement
Note 2.2 (Item No. II, Page 131) (Contd.)
OTHER INCOME
For the Year ended
31st March 2015
` in crores
For the year ended
31st March 2014
` in crores
Prot on Sale of Investments
Prot on sale of current investments(Net) 12.63 4.60
Prot on sale of Long Term Investments(Net) 31.54 24.58
44.17 29.18
Other Non Operating Income 0.11 0.37
Excess provision no longer required written back 9.00 4.25
Prot on Fixed Assets sold/discarded (Net) 0.02 0.00
Total 71.86 60.54
Share of Joint Venture 25.33 0.87
97.19 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
Opening Stock 1.61 1.58
Add:Purchases 5.75 18.96
Less:Closing Stock 0.51 1.61
Total 6.85 18.93
Share of Joint Venture 6.39 -
13.24 18.93
Note 2.4 (Item No. IV (d), Page 131)
EMPLOYEE BENEFIT EXPENSES
For the Year ended
31st March 2015
` in Crores
For the year ended
31st March 2014
` in Crores
Salaries, Wages, Bonus, etc. 152.00 169.57
Contribution to Provident, Superannuation and Gratuity Funds 9.89 10.33
Workmen and Sta Welfare Expenses 7.54 8.39
Total 169.43 188.29
Share of Joint Venture 38.46 9.75
207.89 198.04
147
TRENT ~ 63Rd ANNUAL REPORT
Note 2.5 (Item No. IV (e), Page 131)
FINANCE COST
For the Year ended
31st March 2015
` in Crores
For the year ended
31st March 2014
` in Crores
Interest Expense
Debentures 7.35 12.15
Fixed Loans 0.79 0.82
Others 0.21 0.14
Total 8.35 13.11
Share of Joint Ventures 2.37 0.02
10.72 13.13
Note 2.6 (Item No. IV (g), Page 131)
OTHER EXPENSES
For the Year ended
31st March 2015
` in Crores
For the year ended
31st March 2014
` in Crores
Processing Charges 1.22 0.81
Packing Materials Consumed 4.88 8.79
Power and Fuel 52.63 71.17
Repairs to Building 47.92 51.95
Repairs to Machinery 10.31 15.60
Repairs Others 10.93 12.67
Rent 115.56 132.81
Rates and Taxes 16.32 19.44
Insurance 1.48 1.64
Advertisement and Sales Promotion 47.45 51.99
Travelling Expenses 9.82 10.82
Professional and Legal Charges 23.34 23.87
Printing and Stationery 2.27 3.35
Bank Charges 11.25 12.74
Postage, Telegrams and Telephones 7.61 9.26
General Expenses (Refer Note 4.3 (i)) 47.99 56.10
Retail Business Fees 88.16 82.01
Directors’ Fees 0.39 0.25
Commission to Non Whole-time Directors 0.13 0.44
Loss on Sale of Fixed Assets Sold/Discarded (Net) 3.88 7.24
Impairment Loss on Fixed assets 1.48 -
Loss on sale of Long Term Investments (Net) 0.11 -
Exchange uctuation expense 0.14 0.34
Freight and forwarding charges 21.88 18.25
Corporate Social Responsibility 0.83 -
Total 527.98 591.54
Share of Joint Ventures 147.24 80.85
675.22 672.39
Notes forming part of the Consolidated Prot & Loss Statement
148 TRENT ~ 63Rd ANNUAL REPORT
Notes forming part of the Consolidated Prot & Loss Statement
Note 2.7 (Item No. VI, Page 131)
EXCEPTIONAL ITEMS: (INCOME)/EXPENSES (NET)
Particulars For the Year ended
31st March 2015
` in Crores
For the year ended
31st March 2014
` in Crores
Income
Prot on sale of investment in subsidiaries ( net of related
expenses) (Refer note no 4.12, Page 162 )
(158.40) -
Refund of Certain taxes arising on retrospective amendment - (9.76)
Expenses
Provision for Contingency for Disputed Expenses - 2.41
Provision for diminutions in value-Long Term-Investments - 1.50
Loss on sale of Long term investment 0.10 1.70
Dismantling cost - 0.41
Capital advances and other assets written o - 0.91
Loss on sales of Fixed Assets - 2.30
Impairment Loss on Fixed assets - 0.43
Provision for Impairment ( Refer note 2 below ) 2.70 -
Restructuring Costs ( Refer note 1 below ) 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 -
Net (Income)/Expenses (116.76) (0.10)
Share of Joint Venture 1.59 2.69
(115.17) 2.59
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 xed asset of the store have
been treated as exceptional item .
149
TRENT ~ 63Rd ANNUAL REPORT
Notes on the Consolidated Balance Sheet and Prot and Loss Account (Contd.)
3. CONSOLIDATED SIGNIFICANT ACCOUNTING POLICIES
3.1 Basis of preparation of accounts
3.1.1 (a) The consolidated nancial 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”notied under
Companies (Accounts) Rules, 2014 and referred under Section 133 of the Companies
Act,2013. The consolidated nancial 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 xed 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
Oce Equipment 9
Alarm and Mannequins 3
(c) Other signicant accounting policies are set out in the Notes to Accounts under the Notes
“Signicant Accounting Policies” of Trent Limited, Trent Brands Limited, Fiora Services
150 TRENT ~ 63Rd ANNUAL REPORT
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 Signicant 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
eect 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 eect 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 nal 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 nal Supreme Court judgement interest/penalty if any as may be payable is
not presently ascertainable or quantiable.
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 armative 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.
Notes on the Consolidated Balance Sheet and Prot and Loss Account (Contd.)
151
TRENT ~ 63Rd ANNUAL REPORT
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 led 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 led
appeals is ` 1.11 Crores (2013-14 ` 1.11 crores)
(c) Income-tax demands against which the Company has led 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 led 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 led appeals ` 1.33 crores (2013-14-Nil)
(f) Contingent Liability in respect of suit led 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
Total 2.91 1.25 0.57 3.59
Notes on the Consolidated Balance Sheet and Prot and Loss Account (Contd.)
152 TRENT ~ 63Rd ANNUAL REPORT
As at
31.03.2015
`
in crores
As at
31.03.2014
`
in crores
4.3 (i) Note 2.6 General Expenses include :
(a) Auditors’ Remuneration -
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
Share of Joint Venture:
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 -
(b) Provision for doubtful debts/advances (net) 3.49 3.16
Share of Joint Venture 0.36 -
(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
/ reversed during
the year
Amount as
at end of the
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
As at 31st March, 2015 As at 31st March, 2014
Amount in Amount in Amount in Amount in
Foreign
currency
`(in crores) 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
Trade Payable USD 8,55,230 5.35 1,48,000 0.93
Notes on the Consolidated Balance Sheet and Prot and Loss Account (Contd.)
153
TRENT ~ 63Rd ANNUAL REPORT
Share of Joint Venture
Particulars As at 31st March, 2015 As at 31st March, 2014
Amount in Amount in Amount in Amount in
Foreign
currency
`(in crores) Foreign
currency
`(in crores)
Trade Payable GBP 2,34,371 2.18 - -
Trade Payable EURO 37,43,576 25.18 52,74,996 43.56
Trade Payable
HKD(C.Y. Rs.13760.18)
& (P.Y Rs.43745.24)
1,757 0.00 576 0.00
Trade Payable JPY
(P.Y.Rs.79265.34)
- - 1,31,766 0.01
Trade Payable
RMB(C.Y.Rs.20680.45)
2,063 0.00 - -
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 identied 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 :
Notes on the Consolidated Balance Sheet and Prot and Loss Account (Contd.)
2014-2015
Retailing Others Unallocated Total Company
` In crores ` In crores ` In crores ` In crores
A SEGMENT REVENUE
1. External Revenue 2,281.82 14.68 84.93 2,381.43
(2,283.29) (15.86) (58.82) (2,357.97)
2. Intersegment Revenue - - - -
( - ) ( - ) ( - ) ( - )
3. Total Revenue 2,281.82 14.68 84.93 2,381.43
(2,283.29) (15.86) (58.82) (2,357.97)
4. Less: Intersegment Revenue - - - -
( - ) ( - ) ( - ) ( - )
NET SEGMENT REVENUE 2,281.82 14.68 84.93 2,381.43
(2,283.29) (15.86) (58.82) (2,357.97)
B RESULTS
1. Segment Results 16.01 (4.24) 83.29 95.05
(37.85) (3.61) (58.67) (17.21)
2. Interest Expense - - 10.72 10.72
( - ) (-) (13.13) (13.13)
154 TRENT ~ 63Rd ANNUAL REPORT
2014-2015
Retailing Others Unallocated Total Company
` In crores ` In crores ` In crores ` In crores
3 Exceptional Items (Income)/ Expense 43.13 - (158.30) (115.17)
(9.33) - (11.92) (2.59)
4. Provision for Taxation - - 70.01 70.01
( - ) ( - ) (22.32) (22.32)
5. Excess tax provision for prior years (Net) - - 0.06 0.06
( - ) ( - ) (2.10) (2.10)
6. Net Prot before Extraordinary items (27.13) (4.24) 160.80 129.43
(28.52) (3.61) (13.40) (18.73)
7. Extraordinary items - - - -
( - ) ( - ) ( - ) ( - )
8. Net Prot after Extraordinary items (27.13) (4.24) 160.80 129.43
(28.52) (3.61) (13.40) (18.73)
C SEGMENT ASSETS 1,356.98 17.23 832.32 2,206.54
(1,364.54) (17.98) (553.53) (1,936.04)
D SEGMENT LIABILITIES 352.97 9.12 422.49 784.58
(458.55) (10.20) (476.48) (945.23)
E CAPITAL EXPENDITURE 145.91 0.02 - 145.93
(165.87) (0.01) (5.36) (171.25)
F DEPRECIATION 74.11 0.19 0.02 74.33
(53.37) (0.23) (0.02) (53.62)
G NON CASH EXPENSES
1. Provision for Contingencies - - - -
( - ) ( - ) ( - ) ( - )
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 gures include the respective amounts
identiable 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 gures have been regrouped wherever necessary.
Notes on the Consolidated Balance Sheet and Prot and Loss Account (Contd.)
155
TRENT ~ 63Rd ANNUAL REPORT
Notes on the Consolidated Balance Sheet and Prot 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
{
2014-2015 2013-2014
` `
in crores in crores
4.7.3 Sales to and Other recoveries from related parties
(a) Associates
Tata Sons Limited 0.22 0.05
(b) Joint Venture
Trent Hypermarket Ltd 0.82 -
156 TRENT ~ 63Rd ANNUAL REPORT
2014-2015 2013-2014
` `
in crores in crores
4.7.4 Purchase/other services from related parties
(a) Associates
Tata Sons Limited 7.88 8.24
(b) Joint Venture
Trent Hypermarket Ltd 1.43 -
4.7.5 Interest/Dividend received from related parties
Joint Venture
Trent Hypermarket Ltd 3.56 -
4.7.6 Interest/Dividend paid to related parties
a) Associates
Tata Sons Limited 6.12 6.12
b) Directors 0.06 0.06
4.7.7 Security deposit receivable as on 31.03.2015
Associates
Tata Sons Limited 0.36 0.66
4.7.8 Outstanding Receivables as on 31.03.2015
Joint Venture
Trent Hypermarket Ltd 0.13 -
4.7.9 Outstanding Payables as on 31.03.2015
Associates
Tata Sons Limited 2.48 3.26
4.7.10 Guarantee Given as on 31.03.2015
Joint Venture
Trent Hypermarket Ltd 150.90 -
4.7.11 Subscription to Share Capital
Joint Venture
Massiomo Dutti India Private Limited 0.25 -
Trent Hypermarket Ltd 149.96 -
4.7.12 Redemption of Preference shares:
Joint Venture
Trent Hypermarket Ltd 149.29 -
4.7.13 Remuneration to Directors / Manager* 5.42 4.82
4.7.14 Loan Given
Joint Venture
Trent Hypermarket Ltd 10.00 -
4.7.15 Loan Repayment by
Joint Venture
Trent Hypermarket Ltd 107.50 -
* Remuneration/Commission/Performance Awards considered on payment basis
Notes on the Consolidated Balance Sheet and Prot and Loss Account (Contd.)
157
TRENT ~ 63Rd ANNUAL REPORT
Notes on the Consolidated Balance Sheet and Prot and Loss Account (Contd.)
4.8 The Subsidiaries and Interest in Joint Venture considered in Consolidated Financial Statements are :
Country of
Origin
Proportionate
ownership interest
(a) Particulars of Subsidiaries
as on
31-3-2015
as on
31-3-2014
1 Trent Brands Limited India 100.00 % 100.00 %
2 Fiora Services Limited India
Held by Trent Brands Limited (Subsidiary) 89.88% 89.88%
3 Nahar Retail Trading Services Limited India 100.00 % 100.00 %
4 Westland Limited India
Held by Trent Limited 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
Held by Westland Limited (Subsidiary)51% upto
31st December 2014
N.A 51.00%
10 Virtuous Shopping Centres Limited India
Held by Trent Limited (upto 12th May 2014) N.A 33.34%
Held by Trent Hypermarket Limited (Subsidiary )
upto 02nd June 2014
100.00% 66.66%
11 Commonwealth Developers Privated limited India 100.00% 100.00%
(100% Held by Virtuous Shopping Centres
Limited)
(b) Interest in Joint Venture
1 Trent Hypermarket Limited India 50.00% N.A
(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 %
158 TRENT ~ 63Rd ANNUAL REPORT
Notes on the Consolidated Balance Sheet and Prot 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
ended 31st
March, 2015
For the year
ended 31st
March, 2014
For the year
ended 31st
March, 2015
For the year
ended 31st
March, 2015
I Income
1. Income From Operations 344.90 283.68 337.22 -
2. Other Income 8.21 0.86 17.08 0.04
II Expenditure
1. Cost of raw material - - 6.39 -
2. Purchases of Stock-in-Trade 191.03 166.24 280.73 -
3. Changes in inventories of
nished goods work-in- progress
and Stock-in-Trade(Accretion
(-),decretion(+))
(2.85) (10.09) (13.13) -
4. Employee Benet Expenses 12.06 9.76 26.40 -
5. Finance Cost 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 -
8. Exceptional Item - 2.69 1.59 -
III Assets:
Non Current Assets
1. Fixed Assets
Tangible 106.96 98.09 100.21 -
Intangible 1.76 6.40 6.72 -
Capital Work in Progress - - 43.16 -
2. Investments 2.40 1.21 243.58 -
3. Deferred tax Asset/(Liabilities) 12.21 11.64 - -
4. Long term Loans and Advances - - 53.00 -
5. Other Non Current Assets - - 0.18 -
159
TRENT ~ 63Rd ANNUAL REPORT
Notes on the Consolidated Balance Sheet and Prot and Loss Account (Contd.)
(` in crores)
Inditex Trent
Hypermarket
Limited
Consolidated
(Refer Note 1
below)
Massimo
Dutti
For the year
ended 31st
March, 2015
For the year
ended 31st
March, 2014
For the year
ended 31st
March, 2015
For the year
ended 31st
March, 2015
Current Assets
1. Investments - - 27.34 -
2. Inventories 33.25 30.40 36.11 -
3. Trade Receivables - - 6.84 -
4. Cash and bank balances 20.39 12.46 4.40 0.22
5. Short term loans and Advances 1.92 2.17 13.40 -
6. Other Current Assets - - 0.50 -
IV Liabilities:
Shareholders Funds:
(a) Share Capital 31.75 31.75 73.42 0.30
(b) Reserves & Surplus 102.13 65.80 332.54 (0.20)
Non Current Liabilities
1. Long term Borrowings - - 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 -
Current Liabilities
1. Trade Payables 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 -
Note:
1. Prot and Loss Account of Trent Hypermarket Limited is considered w.e.f. 03rd June 2014.
* Full Figure ` 2732.24.
** Full Figure ` 35646.52.
160 TRENT ~ 63Rd ANNUAL REPORT
4.9. EARNINGS PER SHARE (EPS) :
2014-2015 2013-2014
(a) Weighted Average Number of Shares outstanding during
the year.
i) For Basic Earnings Per Share 3,32,31,544 3,32,31,544
ii) For Diluted Earnings Per Share
No of shares for Basic EPS as per a(i) 3,32,31,544 3,32,31,544
Add: Potential Dilutive Equity Shares Nil Nil
No of shares for Diluted Earnings Per Share 3,32,31,544 3,32,31,544
(b) Net Prot/(Loss) after Tax available for Equity Shareholders
(Rupees in crores)
129.33 (18.55)
(c) Net Prot/(Loss) after Tax After extra Ordinary item available
for Equity Share Holders ( Rupees in crores)
129.33 (18.55)
(d) Net Prot/(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)
(f) Earnings Per Share After Extra Ordinary Item (`) (Face value
of (`)10/-)
Basic 38.92 (5.58)
Diluted 38.92 (5.58)
4.10 Statement showing shares of entities in Consolidated Networth and Consolidated Prot and Loss
account
` (in Crores)
Name of Entity
Net Assets Prot and Loss
Amount % in
consolidated
Net assets
Amount % of
Consolidated
Prot and
Loss
Parent
Trent Limited 1371.92 96.48% 100.03 77.34%
Subsidiaries
Indian
Trent Brands Limited 49.14 3.46% (1.17) -0.91%
Notes on the Consolidated Balance Sheet and Prot and Loss Account (Contd.)
161
TRENT ~ 63Rd ANNUAL REPORT
4.10 Statement showing shares of entities in Consolidated Networth and Consolidated Prot and Loss
account
` (in Crores)
Name of Entity
Net Assets Prot and Loss
Amount % in
consolidated
Net assets
Amount % of
Consolidated
Prot and
Loss
Fiora Services Limited 25.53 1.80% 1.63 1.26%
Nahar Retail Trading Services Limited 3.99 0.28% 0.11 0.08%
Westland Limited (Consolidated
nancials)
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%
Foreign
Trent Global Holding Limited 0.05 0.00% (0.09) -0.07%
Subsidiaries Total 120.77 8.49% (27.03) -20.90%
Minority Interest in subsidiaries
Fiora Services Limited (2.59) -0.18% (0.17) -0.13%
Westland Limited (Consolidated
nancials)
0.07 0.05%
Minority Interest Total (2.59) -0.18% (0.10) -0.07%
Joint Ventures
Trent Hypermarket Limited (Consoli-
dated nancials)
405.96 28.55% (47.78) -36.95%
Inditex Trent India Private Limited 133.88 9.42% 36.33 28.09%
Massimo Dutti India Private Limited 0.02 0.00% (0.00) -0.00%
Joint Ventures Total 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%
Notes on the Consolidated Balance Sheet and Prot and Loss Account (Contd.)
162 TRENT ~ 63Rd ANNUAL REPORT
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
eective on 23rd April 2014 upon obtaining all sanctions and approvals as required under the scheme
and upon ling of certied 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 eect 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 Prot 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 prot 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 xed assets are being depreciated over their balance revised useful life. In
respect of xed 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.
Notes on the Consolidated Balance Sheet and Prot and Loss Account (Contd.)
163
TRENT ~ 63Rd ANNUAL REPORT
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 prot 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 xed 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 Prot 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 nancial 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
eected 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 nancial statements, based
on the unaudited nancial 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 nancial
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.
Notes on the Consolidated Balance Sheet and Prot and Loss Account (Contd.)
164 TRENT ~ 63Rd ANNUAL REPORT
The nancial 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
nancial statement on this basis
4 Trent Hypermarket Limited
1 Consequent to denitive 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 eect 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 o 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 o deferred tax assets
already recognised.
4.15 Commission to the Non-Executive Directors - The Board of Directors have approved commission of
1% of prots for 2014-15 , computed as per the provisions of the Companies Act.
4.16 Previous year’s gures have been regrouped / reclassied wherever necessary.
Signatures to Notes 1-4
Notes on the Consolidated Balance Sheet and Prot and Loss Account (Contd.)
As per our Report attached. For and on behalf of the Board,
}
For N.M.Raiji & Co, N. N. TATA Chairman
Chartered Accountants
Registration No.108296W H. BHAT
A. D. COOPER
Y.N.Thakkar M.M. SURTI P. VENKATESALU Z. S. DUBASH Directors
Partner Company Secretary Chief Financial Ocer B. BHAT
Membership No. 33329 S. SINGH
A. SEN
Mumbai, 27th May 2015 PHILIP AULD Managing Director
165
TRENT ~ 63Rd ANNUAL REPORT
Sl. No. PARTICULARS For the Year ended on March’15 For the Year ended on
March’14
` in Crores ` in Crores ` in Crores
A CASH FLOW FROM OPERATING ACTIVITIES
Net Prot before Taxes and Exceptional Items 84.33 4.08
Adjustments for :
Depreciation 74.33 53.62
Impairment Loss 1.48 -
Provision for doubtful debts and bad debts written o 3.56 4.96
Share issue expenses 0.48 -
Interest (net) (9.95) (8.45)
(Prot)/Loss on Fixed Assets sold/discarded (Net) 3.92 7.24
(Prot)/Loss on sale of Investments (60.02) (29.19)
Income From Investments (0.13) (0.15)
Rent Equilisation Reserve (0.13) (0.35)
Unrealised foreign exchange gains 1.27 1.99
Excess provision no longer required written back (8.79) (4.54)
Expired Gift Vouchers and Credit Notes written back (1.13) (1.35)
Sundry credit balances written back (1.82) -
3.07 23.78
Exceptional item (22.82) 4.25
Operating Prot Before Working Capital Changes 64.58 32.11
Adjustments for :
(Increase)/Decrease in Inventories (3.03) (25.35)
(Increase)/Decrease in Trade & Other Receivables (18.67) (8.29)
(Increase)/Decrease in Non Current Assets (36.76) (13.80)
Increase/(Decrease) in Trade & Other Payables (5.53) (14.17)
Increase/(Decrease) in Non Current Liabilities 2.74 7.22
(61.25) (54.39)
Cash generated from operations 3.33 (22.28)
Direct Taxes Paid (13.43) (23.35)
Net Cash from Operating Activities (10.10) (45.63)
B CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (157.98) (136.14)
Sale of Fixed Assets 2.44 0.48
Purchase of Investments (2,738.92) (855.55)
Sale of Investments 2,521.20 876.72
Loans given (42.90) (130.50)
Repayment of Loans given 90.35 177.66
Prot on Investments in Certicate of Deposits - 0.59
Interest received 21.66 17.52
Merger Expenses - (0.17)
Dividend from Investments 0.13 0.15
Net cash from Investing Activities (304.02) (49.24)
C CASH FLOW FROM FINANCING ACTIVITIES
Issue of securities 350.00 -
Redemption of Securities (Including Premium) - (7.00)
Issue expenses on securities (1.05) -
Unclaimed Securities application money (0.03) (0.01)
Long Term & Other borrowings - (0.16)
Repayment of Long Term & Other borrowings (0.88) (3.84)
Interest Paid (11.01) (12.31)
Dividend Paid (27.16) (27.16)
Net cash from Financing Activities 309.87 (50.48)
D EFFECT OF EXCHANGE FLUCTUATION ON TRANSLATION RESERVE 0.00 0.01
(Full Figure for 2014-15 Rs 36210)
NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C+D) (4.25) (145.34)
CASH AND CASH EQUIVALENTS AS AT 01.04.2014 (Refer Note 1.18, Page 143) 61.93 206.51
Add : Cash and Cash Equivalents taken over on Acquisition 0.06 0.76
Less : Cash balance adjusted on conversion of Subsidiary in to Joint venture (Refer Note
4.12, Page 162) (2.24) -
CASH AND CASH EQUIVALENTS AS AT 31.03.2015 (Refer Note 1.18, Page 143) 55.50 61.93
Notes: i) All gures in brackets are outows
ii) Previous year’s gures have been regrouped wherever necessary
Trent Limited - Consolidated Cash Flow Statement for the year ended 31st March, 2015
As per our Report attached. For and on behalf of the Board,
}
For N.M.Raiji & Co, N. N. TATA Chairman
Chartered Accountants
Registration No.108296W H. BHAT
A. D. COOPER
Y.N.Thakkar M.M. SURTI P. VENKATESALU Z. S. DUBASH Directors
Partner Company Secretary Chief Financial Ocer B. BHAT
Membership No. 33329 S. SINGH
A. SEN
Mumbai, 27th May 2015 PHILIP AULD Managing Director
166 TRENT ~ 63Rd ANNUAL REPORT
Annexure A
Form AOC-1
(Pursuant to rst 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
Trent Brands
Limited
Fiora Services
Limited
Nahar Retail
Trading Services
Limited
Trent
Hypermarket
Limited**
Trent Global
Holdings
Limited #
Westland Limited Landmark E-Tail
Limited
Virtuous Shopping
Centres Limited****
Commonwealth
Developers
Private
Limited****
Duckbill Books
& Publication
Limited *****
Fiora Hypermarket
Limited
31st
March,
2015
31st
March,
2014
31st
March,
2015
31st
March,
2014
31st
March,
2015
31st
March,
2014
31st
March,
2015
31st
March,
2014
31st
March,
2015
31st
March,
2014
31st
March,
2015
31st
March,
2014
31st
March,
2015
31st
March,
2014
31st
March,
2015
31st
March,
2014
31st
March,
2015
31st
March,
2014
31st
March,
2015
31st
March,
2014
31st
March,
2015
31st
March,
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
Capital 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
Reserves and
Surplus 15.99 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)
Total Assets*** 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
Total Liabilities 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
Investment 9.85 10.04 15.33 14.88 - - - 41.92 - - - 0.38 0.81 0.42 - 5.61 - - - - - -
For the year
ended
For the year
ended
For the year
ended
For the year
ended
For the year
ended
For the year
ended
For the year
ended
For the year
ended
For the year
ended
For the year
ended
For the year
ended
31st
March,
2015
31st
March,
2014
31st
March,
2015
31st
March,
2014
31st
March,
2015
31st
March,
2014
31st
March,
2015
31st
March,
2014
31st
March,
2015
31st
March,
2014
31st
March,
2015
31st
March,
2014
31st
March,
2015
31st
March,
2014
31st
March,
2015
31st
March,
2014
31st
March,
2015
31st
March,
2014
31st
March,
2015
31st
March,
2014
31st
March,
2015
31st
March,
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
Turnover * 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 -
Prot/(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 gure
in Rs) (5,066.84)
Excess/(Short)
Provision For
Prior Years
(Net) - - - - - - - - - - - - - - - - - - - - - -
Net Prot/(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 gure
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 gures have been regrouped / reclassied wherever necessary.
167
TRENT ~ 63Rd ANNUAL REPORT
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 Inditex Trent Retail india Pvt
Ltd.
Trent
Hypermarket
Limited*
Massimo
Dutti**
For Period
ended on
Mar’15
For Period
ended on
Mar’14
For Period
ended on
Mar’15
For Period
ended on
Mar’15
1. Latest audited Balance Sheet Date 31-03-2015 31-03-2014 31-03-2015 31-03-2015
2. Shares of Associate/Jolnt Ventures
held by the company on the year
end (No.)
317520 317520 73417519 2450
Amount of Investment in
Associates/Joint Venture (` In
crores )
31.75 31.75 405.00 0.245
Extend of Holding % 49.00% 49.00% 50.00% 49.00%
3. Description of how there is
signicant inuence (Refer note 2
below)
4. Reason why the assoclate/joint
venture is not consolidated N.A N.A N.A N.A
5. Networth attributable to
Shareholding as per latest audited
Balance Sheet (` In Crores )
133.88 97.55 405.96 0.02
6. Prot / Loss for the year
i. Considered in Consolidation
(` In Crores) 36.33 14.67 (47.78)
“0.00
(Full Figure
` 47758)”
ii. Not Considered in
Consolidation
(` In Crores)
37.81 15.27 (36.52)
“0.00
(Full Figure
` 49707)”
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 signicant inuence due to percentage (%) of share capital.
* Considered Consolidated nancial
** Massimo Dutti India Pvt. Ltd. is yet to commence operations.
For and on behalf of the Board,
}
N. N. TATA Chairman
H. BHAT
A. D. COOPER
M.M. SURTI P. VENKATESALU Z. S. DUBASH Directors
Company Secretary Chief Financial Ocer B. BHAT
S. SINGH
A. SEN
PHILIP AULD Managing Director
168 TRENT ~ 63Rd ANNUAL REPORT
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
Shares / Units
`
(in Crores)
No. of Shares/
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
Instruments of Subsidiaries 8.55 8.55
Total Long term Trade Investments 8.55 8.55
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/-
each)
- 72,927 0.76
Tata Investment Corporation Ltd. 19,800 0.45 19,800 0.45
Venus Remidies Ltd - 9,599 0.37
Videocon Industries Ltd. - 5,990 0.31
Total Investments in Equity
Instruments 0.45 2.99
Total Long term Non Trade Investments 0.45 2.99
Less: Provision for diminution - 1.50
Total Long term Non Trade Investments 0.45 1.49
Total Non Current Investments 9.00 10.04
Aggregate book value of Investments
Unquoted 8.55 8.55
Quoted [ Market value ` 1.14 Crores (2013-
2014: ` 1.71 Crores)] 0.45 1.49
9.00 10.04
169
TRENT ~ 63Rd ANNUAL REPORT
Details of Investments-subsidiary-Trent Brands Limited
CURRENT INVESTMENTS
Particulars
Balance as on 31.03.2015 Balance as on 31.03.2014
No. of
Shares/Units
`
(in Crores)
No. of
Shares/Units
`
(in Crores)
Investments in Mutual funds(unquoted
and fully paid unless otherwise stated)
Tata Liquid SHIP Appreciation 3328.11 85.00 -
Total Current Investment 85.00 -
Aggregate book value of Investments
Unquoted 85.00
Total 85.00 -
Details of Investments-subsidiary-Fiora Services Limited
Non-Current Investments
As at 31.03.2015 As at 31.03.2014
Particulars No. of
shares/ units
`
(in Crores)
No. of shares/
units
`
(in Crores)
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
3,000 10.94 3,000 10.94
10.94 10.94
10.94 10.94
-
10.94
-
10.94
10.94 10.94
CURRENT INVESTMENTS
Particulars As at 31.03.2015 As at 31.03.2014
No. of
shares/ units
`
(in Crores)
No. of shares/
units
`
(in Crores)
Non-trade Investment in Mutual
Funds:
(unquoted and fully paid unless
otherwise stated)
Birla Sunlife Cash Plus Inst.Prm.
Growth 2,04,219 4.39 1,92,103 3.94
Total current investments 4.39 3.94
AGGREGATE BOOK VALUE OF
INVESTMENTS
Quoted - -
Unquoted 4.39 3.94
4.39 3.94
170 TRENT ~ 63Rd ANNUAL REPORT
Details of Investments-subsidiary-Trent Hypermarket Limited
Particulars
As at
31st March
2015*
As at
31st March
2014
No. of
Shares/
Units
`
(in Crores)
No. of
Shares/
Units
`
(in Crores)
Trade Investments- Long Term
a) Investment in Equity instruments (unquoted
& fully paid)
Others
Trent Retail Services Limited 995.00 0.00
Equity Shares of ` 100 each fully paid
(Full gure for current year ` 19,900/-)
Investment in subsidiary
Virtuous Shopping Centres Limited 21,87,796 3.95
Equity Shares of ` 10/- each fully paid
b) Investment in Debentures
Investment in subsidiary
Virtuous Shopping Centres Limited
3,79,66,840
37.97
10% Optionally Convertible Debentures (OCD)
Total Investment - 41.92
Aggregate Book Value of Investment
Quoted - -
Unquoted - 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.
171
TRENT ~ 63Rd ANNUAL REPORT
Notes
172 TRENT ~ 63Rd ANNUAL REPORT
Notes
173
TRENT ~ 63Rd ANNUAL REPORT
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:
#
174 TRENT ~ 63Rd ANNUAL REPORT
175
TRENT ~ 63Rd ANNUAL REPORT
Affix
Revenue
Stamp
#
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
No.
Resolution
Ordinary Business
1. a. Adoption of the Audited Financial Statements of the Company for the nancial 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 nancial 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. Ratication 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. Oer 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: _______________________________
NOTES:
1. 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.
2. Those Members who have multiple folios with different jointholders may use copies of this Attendance slip/ Proxy.
Corporate Identity No. (CIN) L24240MH1952PLC008951
Registered Oce: 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
63RD ANNUAL GENERAL MEETING ON FRIDAY, 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
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 Oce: 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
176 TRENT ~ 63Rd ANNUAL REPORT
SM Enterprises 4005 6869
1
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 nancial 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 nancial year ended 31st March 2015, together
with the Report of the Auditors thereon.
2. To declare a dividend on the Equity Shares for the nancial 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 oers himself for
re-appointment.
4. Ratication of Appointment of Auditors
To consider and, if thought t, to pass with or without modication(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 raties the appointment
of M/s. N.M. Raiji & Co., Chartered Accountants (Firm Registration No.108296W), as Auditors of the Company to hold oce
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 t, to pass with or without modication(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 eect from 3rd March 2015 and who holds oce 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 oce 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 eect from 3rd March 2015 to 2nd March 2017.”
6. Appointment of Mr. A. Sen as an Independent Director
To consider and, if thought t, to pass with or without modication(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 eect from 27th May 2015 and who holds oce 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 oce 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 eect from 27th May 2015 to 26th May 2017.”
2
7. Appointment of Mr. P. Auld as a Director of the Company
To consider and, if thought t, to pass with or without modication(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 eect from 4th November 2014 and who holds oce 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 oce of a Director of the Company, be and is hereby appointed a Director of the Company whose oce
shall be liable to retirement by rotation.”
8. Appointment of Mr. P. Venkatesalu as a Director of the Company
To consider and, if thought t, to pass with or without modication(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 eect from 1st June 2015 and who holds oce 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 oce of a Director of the Company, be and is hereby appointed a Director of the Company whose oce 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 t, to pass with or without modication(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 modication
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 eect 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 prots in any nancial
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 eect to this Resolution.”
10. Oer or invitation to subscribe to Non-Convertible Debentures on a private placement basis
To consider and, if thought t, to pass with or without modication(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 modication(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 oer(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 benecial 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 eect to this Resolution.”
3
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 eective, must be received at the
Company’s Registered Oce 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 fty 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 eect 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 benecial 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 nancial year ended 31st March 2008 or any
subsequent nancial 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 reected in the Company’s records which will help the Company and TSRDL to provide ecient 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:
• Shareholderneednotmakefrequentvisitstohisbankfordepositingthephysicalwarrants.
• Promptcredittothebankaccountoftheshareholderthroughelectronicclearing.
• Fraudulentencashmentofwarrantisavoided.
• Delay/lossinpostaltransitisavoided.
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 benets 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] Benets of Dematerialization:
Shares held in dematerialized form have several advantages like immediate transfer of shares, faster settlement cycle, faster
disbursement of non-cash corporate benets like rights, etc., lower brokerage, ease in portfolio monitoring, etc. Besides,
risks associated with physical certicates such as forged transfer, fake certicates, bad deliveries, loss of certicates in transit,
get eliminated.
Since there are several benets 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.
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.
[j] Updation of Members’ Details:
The format of the Register of Members prescribed by the Ministry of Corporate Aairs 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 lled 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.
[k] 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:
A. 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 le
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 rst time, please enter the user ID and password provided in the PDF le 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 condential.
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 “Conrm” when prompted. Upon
conrmation, 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.
B. 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.
C. 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-o 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
5
as on cut-o date i.e 31st July 2015. A person, whose name is recorded in the register of members or in the register
of benecial owners maintained by the depositories as on the cut-o 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.
v. 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.
vi. 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-o 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.
vii. 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 Oce 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.
viii. 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 Oce of the Company not later than 3rd August 2015. Ballot Form received after this date will be
treated as invalid.
ix. 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.
x. 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.
xi. 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
M. M. Surti
Mumbai, 27th May 2015 Company Secretary
Registered Oce:
Bombay House, 24, Homi Mody Street, Mumbai - 400 001
Tel: 022-67009000
Email id - investor.relations@trent-tata.com Website - www.mywestside.com
Corporate Identication Number (CIN): L24240MH1952PLC008951
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
oce 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 ratication by members at
every AGM.
Accordingly, ratication 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.
6
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 oce 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 oce 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 fullls the conditions specied 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 Oce 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 oce 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 oce 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 fullls the conditions specied 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 Oce 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.
7
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 eective 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 oce 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 Ocer 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 eect 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 Ocer) for a period of three years with eect 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 oce 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
nance team. He has been with the Company for 7 years as Chief Financial Ocer 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.
8
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 eective 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) Benets, 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, Benets, 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:
• CompanyperformanceoncertaindenedqualitativeandquantitativeparametersasmaybedecidedbytheBoard
from time to time,
• Industrybenchmarksofremuneration,
• Performanceoftheindividual.
Minimum Remuneration
Notwithstanding anything to the contrary herein contained, where in any nancial year during the currency of the tenure
of Mr. Venkatesalu, the Company has no prots or its prots are inadequate, the Company will pay remuneration by way of
Salary, Benets, Perquisites and Allowances and Performance linked bonus as specied above, subject to further approvals
as required under Schedule V of the Act, or any modication(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 t, 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
aecting 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 condence in the Executive Director.
v) In the event the Executive Director is not in a position to discharge his ocial 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.
9
vi) Upon the termination by whatever means of the Executive Director’s employment:
a) he shall immediately cease to hold oces held by him in subsidiaries and associate companies without claim for
compensation for loss of oce; 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 specically 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 conict of interest with the
Company and maintenance of condentiality.
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 specied 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 nancial institutions
appearing in the prospectus:
Not applicable.
4) Financial performance based on given indicators:
Particulars For the year ended
31.03.2015 (` in Crores)
For the year ended
31.03.2014 (` in Crores)
Gross Revenue 1432.47 1306.36
Earnings before interest, depreciation and tax 185.76 100.90
Prot after Tax 100.03 54.24
Prot as computed u/s 198 of the Act 11.94 39.34
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 nance team. He has been with the Company for 7 years as Chief Financial Ocer 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.
10
2) Past remuneration:
Mr. Venkatesalu’s total remuneration during the nancial year 2014-15 was `171.47 lakhs.
3) Recognition or awards: N.A.
4) Job prole and his suitability:
Considering the qualications, excellent background of Mr. Venkatesalu and the experience of over 13 years in the
nance 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 prole with respect to industry, size of the company, prole 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 prots:
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 signicant growth will be a key factor that would improve the
protability of operations in due course. The proposed remuneration to be paid to Mr. Venkatesalu with eect 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 prot 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 prots in measurable terms:
As the Company continues to invest into new stores across the Country, it is dicult to predict the increase in revenue
and prot of the Company for future years as in the medium term the business plans envisage targeting of scale and
not just protability.
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 oer 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 oers or invitations for such NCDs during the year.
In order to facilitate redemption of existing NCDs, nance general corporate purposes etc., the Company may oer 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 oer 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
Mumbai, 27th May 2015 Company Secretary
Registered Oce:
Bombay House, 24, Homi Mody Street, Mumbai - 400 001
Tel: 022-67009000
Email id - investor.relations@trent-tata.com Website - www.mywestside.com
Corporate Identication Number (CIN): L24240MH1952PLC008951
11
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
Qualications Business Graduate from faculty
of Management Studies,
University of Delhi
Alumnus of BITS Pilani and IIM
Ahmedabad
MBA, Finance and Information
Systems, IIM Calcutta,
Engineering Technology
(Honors), IIT Kharagpur.
Expertise in specic
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 • TataCoeeLimited
• TataGlobalBeverages
Limited
• TataStarbucksLimited
• InnityRetailLimited
• TataUnistoreLimited
• TitanCompanyLimited
• RaboIndiaFinanceLimited
• Radaur Holdings Private
Limited
Membership /
Chairmanships of
committees of other
companies (includes
only Audit Committee
and Stakeholders
Relationship
Committee)
NIL • Tata Global Beverages
Limited-Audit Committee
(Member)
• Tata Coee Limited-
Stakeholders Relationship
Committee (Member)
• Tata Starbucks Limited -
Audit Committee (Member)
• RaboIndiaFinanceLimited-
Audit Committee (Member)
• Radaur Holdings Private
Limited - Audit Committee
(Member)
Number of shares
held in the Company
122 NIL NIL
12
Particulars Mr. P. Auld Mr. P. Venkatesalu
Date of Birth 2nd September 1956 27th February 1977
Date of Appointment 4th November 2014 1st June 2015
Qualications 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 specic
functional area
Mr. Auld has held the position of Chief Executive
Ocer 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 nance team.
He has been with the Company for 7 years as
Chief Financial Ocer 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 • TrentHypermarketLimited
• FioraServicesLimited
• TrentBrandsLimited
• NaharRetailTradingServicesLimited
• InditexTrentRetailIndiaPrivateLimited
• WestlandLimited
• SimtoInvestmentCompanyLimited
• MassimoDuttiIndiaPrivateLimited
• FioraHypermarketLimited
Membership /
Chairmanships of
committees of other
companies (includes
only Audit Committee
and Stakeholders
Relationship
Committee)
NIL Fiora Hypermarket Limited -
Audit Committee (Chairman)
Number of shares
held in the Company
NIL NIL
