Sixty First Annual Report 2012-13
Sixty First Annual Report 2012-13
Sixty First Annual Report 2012-13
Contents
Board of Directors ............................................................................................................................................................... 03
Financial Statistics ................................................................................................................................................................ 04
Directors’ Report .................................................................................................................................................................. 05
Management Discussion and Analysis ........................................................................................................................ 10
Corporate Governance Report ....................................................................................................................................... 28
Auditors’ Report ................................................................................................................................................................... 46
Balance Sheet ....................................................................................................................................................................... 50
Profit and Loss Account .................................................................................................................................................... 51
Notes forming part of the Balance Sheet and Profit & Loss Account ............................................................. 52
Cash Flow Statement ......................................................................................................................................................... 81
Statement under Section 212 of the Companies Act, 1956 .............................................................................. 82
800
300 673.95
260.14 700
137.31 400
150
300
100
200
50 100
0 0
2009 2010 2011 2012 2013 2009 2010 2011 2012 2013
Chairman Emeritus
S. N. Tata
Board of Directors
F. K. Kavarana (Chairman)
N. N. Tata (Vice Chairman)
A. D. Cooper
Z. S. Dubash
B. Bhat
S. Susman
B. N. Vakil
Company Secretary
M. M. Surti
Registered Office
Bombay House,
24, Homi Mody Street,
Mumbai - 400 001
Tel:022-6665 8282
Fax:022-2204 2081
E-mail: investor.relations@trent-tata.com
Visit us: www.mywestside.com
Solicitors
AZB and Partners
Auditors
M/s. N. M. Raiji & Co.,
Chartered Accountants
Bankers
Citibank N.A.
ICICI Bank Limited
HDFC Bank Limited
3
4
TRENT LIMITED
Financial Statistics (` in Crores)
Capital Reserves Borrow- Net Invest- Net Net Depre- Profit Profit Dividend Dividend Earnings
Year and ings Block ments Revenue Expen- ciation Before After including Per Per
Surplus diture Taxes Taxes Div. Tax Equity Share
Share Basic-
% Rupees
2003-04 13.12 193.95 0.28 51.13 110.45 160.51 136.97 3.06 20.48 17.20 8.14 55 13.11
2004-05 13.12 204.02 0.26 62.49 113.13 237.15 208.05 4.54 24.56 19.06 8.99 60 14.11
Sixty-First Annual Report 2012-2013
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
DIRECTORS’ REPORT
TO THE MEMBERS OF
TRENT LIMITED
The Directors present their Sixty First Annual Report together with the Audited Statement of Accounts
for the year ended 31st March 2013.
1. Financial Results 2012-2013 2011-2012
` Crores ` Crores
Total Income 996.19 912.04
Appropriations
Proposed Dividend on:
Equity Shares 23.26 17.72
Preference Shares 0.01 0.01
Tax on dividend 3.95 2.21
Transfer to Debenture Redemption Reserve 5.00 5.00
Transfer to General Reserve 8.00 5.00
Balance carried forward 92.16 70.12
132.38 100.06
Income for the year at `996.19 crores increased by 9.23% from the previous year’s `912.04 crores while
profit after tax for the year at `62.26 crores increased by 31.71% from the previous year’s `47.27 crores.
2. Dividend
(i) 0.1% Redeemable Preference Shares
The Board of Directors at its meeting held on 29th May 2013 has approved the payment of an
interim dividend on the 70,000 unlisted Cumulative Redeemable Preference Shares of `1000
each @ 0.1% p.a. for the period 1st April 2012 to 1st June 2013. The said shares would be redeemed
on 1st June 2013.
(ii) Equity Shares
The Board of Directors recommend the payment of a Dividend @ 70% i.e. `7 per Equity Share
(previous year @ 65% i.e. `6.50 per share) on the expanded capital consisting of 3,32,31,544
Equity Shares of `10 each for the year ended 31st March 2013 (previous year 2,72,49,519 Equity
Shares of `10 each). This alongwith dividend distribution tax represents a payout ratio of around
44% of the profit after tax.
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Sixty-First Annual Report 2012-2013
3. Conversion of Cumulative Compulsorily Convertible Preference Shares into Equity Shares and
Preferential Allotment
The Company had issued Cumulative Compulsorily Convertible Preference Shares (CCPS) on a Rights
basis to the Members of the Company in August 2010, comprising of 44,51,414 CCPS Series A and
44,51,414 CCPS Series B aggregating to `489.66 crores. Each CCPS of face value of `10 has been
issued at a premium of `540 each. 44,51,414 CCPS Series A were compulsorily and automatically
converted into 44,51,414 fully paid-up Equity Shares of `10 each on 1st September 2011.
44,51,414 CCPS Series B were compulsorily and automatically converted into 44,51,414 fully paid-up
Equity Shares of `10 each on 1st September 2012.
During the financial year 2012-13, the Company had allotted 15,30,611 Equity Shares of `10 each at
a price of `980 per share aggregating to `150 crores to Promoter / Promoter Group on preferential
allotment basis.
Consequent to the conversion of CCPS Series B into equity shares and the preferential allotment, the
paid up equity share capital of the Company has increased from `27.25 crores to `33.23 crores.
4. Scheme of Amalgamation and Arrangement
The Board of Directors of the Company at its meeting held on 4th March 2013 approved a Scheme of
Amalgamation and Arrangement (‘The Scheme’) between Landmark Limited, Fiora Link Road
Properties Limited and Trexa ADMC Private Limited with the Company. The Appointed Date for the
merger shall be 1st April 2013.
As Landmark Limited, Fiora Link Road Properties Limited and Trexa ADMC Private Limited are wholly
owned subsidiaries of the Company, no shares of the Company will be issued and allotted 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 High Court of Judicature at Bombay and subject to all such requisite approvals from the
relevant Regulatory Authorities and sanction of the High Court of Judicature at Bombay.
5. 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 and developments, opportunities and risks, the
performance of key retail formats and the outlook for the business, risks and concerns, internal
control systems & their adequacy and discussion on financial performance.
6. Subsidiaries
- Key operating subsidiaries: Details on the performance of the two key operating subsidiaries of
the Company viz., Trent Hypermarket Limited (Star Bazaar-Hypermarket business) and Landmark
Limited (books, music, gaming and toys business) is included in the MD&A.
- Other subsidiaries: Fiora Services Limited continues to render various services to the Company
in terms of sourcing activities, warehousing, distribution, clearing and forwarding.
The other subsidiaries of the Company continue to support primarily the Company’s real estate
needs etc.
- Subsidiary Accounts: The Ministry of Corporate Affairs vide its circular dated 8th February 2011
granted general exemption to holding companies from attaching the annual accounts of its
subsidiary companies subject to certain conditions.
Accordingly the said documents are not attached to the Balance Sheet of the Company. A
statement containing financial details of the Company’s subsidiaries is included in the
consolidated Balance Sheet in the Annual Report. The Annual Accounts of the subsidiary
companies and the related detailed information will be made available to the members of the
holding and subsidiary companies seeking such information at any point of time. Further, the
Annual Accounts of the subsidiary companies will also be kept open for inspection by any
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member at the Registered Office of the Company, the Corporate Office of the Company and also
at the Registered Offices of the subsidiary companies.
- Purchase of shares of Landmark Limited: During the year under review, the Company has
purchased from TVS Shriram Growth Fund I (“the Fund”), a minority shareholder, the entire
shares held by them in Landmark Limited, a subsidiary of the Company. Consequently, Landmark
Limited has become a wholly owned subsidiary of the Company. The Fund retains an option to
invest in a minority stake in Westland Limited (also a subsidiary of the Company).
7. Quality Initiatives
The Company participates in the Tata Business Excellence Model (TBEM), which emphasizes quality,
leadership, strategic planning, customer orientation and services, process orientation, human relations,
shareholder value and commitment to community development.
8. Corporate Sustainability
Corporate Sustainability at Trent Limited integrates economic progress and social commitment. We
aspire to always fuse our business values, cultural pillars and operating principles to exceed the
expectations of our customers, employees, partners, investors, communities and the wider society.
As part of Corporate Social Responsibility initiative, Trent provides sponsorship for NGO projects
across store locations in areas of Child Education & Nutrition by providing financial support. This is
done through Diwali and Christmas festival promotions (Star & Diya) initiatives in Westside 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 Christmas season; the proceeds of which are routed
to select NGOs who are engaged in community work. Through this annual initiative, Trent supports
children hailing from disadvantaged communities by providing financial assistance in various forms
like educational scholarships, midday meals, infrastructure development. Organizational and store
volunteers visit NGOs to interact and explore opportunities to improve cooperation. We have
channelized an amount of `11.4 lacs towards setting up this initiative across our stores, and the
stores raised an approximate amount of `47 lacs that supported 21 education and nutrition projects
that benefitted nearly 2000 children.
Trent commissioned two water purification units at Mangalagiri (1000LPH) and Rajavolu (500LPH)
villages of Andhra Pradesh. The villages, located near Vijaywada, have a big base of fabric suppliers,
and had been facing an acute shortage of clean drinking water. With the installation of these units,
nearly 2300 weaver families in both villages are benefitted, also keeping a check on water-borne
diseases and ensuring healthy growth for children in the areas.
Trent Team also participated in the Standard Chartered Mumbai Marathon 2013; supporting
St. Jude’s Childcare Centre and also raised funds for Tata Medical Centre, Tata Memorial Centre and
V Connect Foundation.
We also uphold the group protocol for Affirmative Action (AA) initiative. Prioritization of the
AA goals is based on the organizational core competency, scope of integration of the AA agenda,
sphere of influence with respect to the communities it operates from, and the capacity and capability
to deliver. Our focus areas are Education, Employment, Employability and other key allied social
initiatives with an aim to improve the quality of life of those we are associated with.
There is a constant need for talent especially at the front end of the store operations. The same is
leveraged and aligned to our Affirmative Action (AA) policy. In its responsibility to link business
needs to AA activities, we endeavor to create a talent pool of youth from the marginalized
communities by providing equal employability / employment opportunities. AA initiatives of Trent
act as a stepping stone for people from the marginalized communities to learn skills, gain confidence
and move ahead in life.
Looking at an alternative to the sourcing of human resources in a creative manner, Trent’s vocational
training programme, called Saksham (Sanskrit for capable), aims to enhance the employability skills
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Sixty-First Annual Report 2012-2013
and provide gainful employment to the underprivileged sections of society. Through this programme,
the sharing of retail knowledge, imparting retail skills and providing on-the-job training is done.
These skills assist the youth in finding access to retail careers, not just with Trent but across other
retail organizations and formats. This helps in promoting employability and to an extent providing
employment opportunities to the target communities. We encourage our employees to become
involved in the communities by lending their voluntary support by conducting knowledge sharing
sessions towards the Saksham programme. We have around 978 employees hailing from affirmative
action communities employed across our formats.
9. Corporate Governance
A separate section on Corporate Governance is included in the Annual Report along with the certificate
from the Company’s Auditors confirming compliance with conditions on Corporate Governance as
stipulated in Clause 49 of the Listing Agreements with BSE Limited and National Stock Exchange of
India Limited.
10. Directors’ Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations
received from the Operating Management, confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards have been
followed and that there are no material departures;
ii. they have, in the selection of accounting policies, consulted the Statutory Auditors, and have
applied them consistently, and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company at the end of the financial
year and of the profit of the Company for that period;
iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the
maintenance of adequate accounting records in accordance with the provisions of the Companies
Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;
iv. they have prepared the annual accounts on a going concern basis.
11. Directors
In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the
Company, Mr. N. N. Tata and Mr. B. Bhat are liable to retire by rotation and are eligible for
re-appointment. Brief particulars of Mr. N. N. Tata and Mr. B. Bhat are annexed to the Notice of the
Annual General Meeting in accordance with the Listing Agreement entered with the Stock Exchanges.
Considering the qualifications and rich experience of the Directors, the contribution made by them
at the Board and various Committee meetings, the time spent by them on operational matters other
than at the meetings and the diversified responsibilities being undertaken by them in managing the
growth of the Company and its subsidiaries businesses over these years, it is proposed to pay
commission in excess of 1% of the net profits of the Company for the financial year ended
31st March 2013, to the non-whole time directors of the Company as may be decided by the Board of
Directors. The same is subject to the approval of the members and the Central Government. Attention
is drawn to the Item No. 7 of the Notice of the Annual General Meeting.
12. Auditors
The Auditors, M/s. N. M. Raiji & Co., Chartered Accountants, retire and are eligible for reappointment.
It is proposed to reappoint the Auditors to hold office up to the conclusion of the Annual General
Meeting for the year ending 31st March 2014.
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F. K. Kavarana
Mumbai, 29th May 2013 Chairman
Repairs and
Operations and Other Expenses Employees Maintenance
` 297.80 ` 72.87 ` 42.73
(28.37%) (6.94%) (4.07%) Depreciation
` 16.62
(1.58%)
Shareholders
` 23.27
(2.22%)
Reserves
` 35.03
(3.34%)
Government
` 73.24 Materials
(6.98%) ` 488.24
(46.50%)
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Sixty-First Annual Report 2012-2013
As observed in prior years, the organized retail space in the first decade of this century was viewed as
offering enormous potential for growth in India. However, post FY08 the industry witnessed a sharp
moderation in expectations with most retailers across formats facing significant head winds in terms of
like-for-like growth, and challenge to viability of stores at rentals contracted during FY07 and FY08. While
the same store sales growth was impacted during this period, nevertheless the slowdown was positive,
especially from a real estate and talent availability perspectives. Following the pronounced slowdown,
the industry witnessed a modest recovery in FY09-10, especially in the second half. This recovery gathered
further momentum in the first three quarters of FY10-11 and yielded strong double-digit like-for-like
growth across most credible retail formats. The recovery also meant that key business Groups with
interest in the organized retailing revived their expansion plans shelved during the prior economic
slowdown.
Consumer sentiment thereafter was impacted in FY12 and continued to be muted in the period under
review with high inflation expectations, pronounced interest rates and economic uncertainty being key
contributing factors. Recent consumer surveys have indicated increasing tendency of consumers to
postpone purchase decisions (as illustrated in the chart below), a pause in the up-trading trend witnessed
in the recent years with respect to discretionary items and improved resilience of tier 2 & 3 markets as
compared to the primary metropolitan markets in the country.
(% of Respondents)
75
68
58
42
32 36
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During the period under review, weaker players with less compelling retail offerings and especially those
also burdened with significant financial leverage have been severely constrained and have had to
restructure significantly. This play-out has reinforced our belief that building a long term sustainable
business model is of paramount importance. We believe only those retailers with more robust format
offerings would be in a position to take advantage of the enormous potential for growth offered by the
Indian economy.
Given the reform measures undertaken recently to improve investment sentiment and to improve the
fiscal situation, along with the improvement in the global economic scenario, there is a possibility of
recovery of growth in the FY 2013-14. Near term issues notwithstanding the organized retail opportunity
in India continued to attract significant interest from both large Indian business houses and multinational
retailers overseas. Further, the notification of the 51% FDI in the multi brand retail by the Cabinet
Committee on Economic Affairs (CCEA) is expected to eventually pave way for international multi brand
retailers keen on investment in India. It is our continued belief that over the medium to long term, most
of the earlier arguments in favour of the sector (demographics, penetration of organized retail and
consumer profile) continue to be valid, as they were previously. Consistent with the discussion presented
in the previous reports, consider the following:
Demographic dividend and augmented domestic consumption: India’s population of over 1.2 billion
is the second largest population in the world after China and continues to grow at over 1.3% per
annum adding a number each year equivalent to the total population of some of the developed
countries. In both China and India, the population has grown significantly over the past decade. But
India’s population growth (16%) vs. China’s (5%) makes it likely that India will replace China as the
world’s most populous country in the next 15 years. India is on the brink of a demographic revolution
with the proportion of the working age population between 15-59 years likely to increase from
approximately 58% in 2001 to more than 64% in 2021, adding approximately 63.5 million new
entrants to the working age group by 2016, bulk of whom will be in the relatively younger age
group of 20-35 years.
Of this, India’s urban population is estimated to be in region of 300 million people. The pace of
urbanization in India is expected to increase significantly going forward, with an estimated compound
annual growth rate of 2.1%, double that of China’s in the period upto 2050. Urban population
represents the highest potential from an organized retail perspective and is concentrated largely in
the top 180 cities, with the remaining population in about 5,000 urban centers. Urban consumption
has been repeatedly cited as the primary growth driver across sectors, and in many respects the
following underlying trends seem to confirm this hypothesis:
1. A more evolved consumption basket vis-à-vis the non-urban audience, with higher proportion
of spend towards housing, travel, apparel and medical needs;
2. Higher & growing proportion of people in middle and upper income classes;
3. Superior and improving performance of the urban population in terms of ‘quality of life’ measures
including infant mortality, birth rate and death rate.
The play-out of the above trends has largely been aided by the services and industrial sectors, which
have led the underlying GDP growth over the past decade. These trends look set to continue, and
should also continue to aid increase in consumption levels over the medium term.
Further, empirical evidence from other countries like China and Brazil indicates that discretionary
household spending tends to significantly take-off when per-capita income increases beyond certain
thresholds. Observers note that per-capita income of US$3000 is one such possible threshold –
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Sixty-First Annual Report 2012-2013
incidentally China crossed this level in the early 2000s and India is estimated to have crossed this
level in purchasing power parity terms in 2010. The per capita income is estimated to have risen over
11% in 2012-13 as against the previous financial year and the expectations of its continued rise in
the next two decades should contribute to rising disposable income and further increasing the
aspirations levels of the consumers.
Economic growth: The Indian economy had responded strongly to the fiscal and monetary stimulus
and achieved a growth rate of 8.6% and 9.3% in the Financial Years 2009-10 & 2010-11 respectively
post the global downturn. However, with the economy exhibiting inflation tendencies, the Reserve
Bank of India started raising the policy rates in March 2010. High interest rates as well as policy
constraints adversely impacted investment, and in the subsequent two years (Financial Year 2011-12
& 2012-13), the growth rate slowed to 6.2% and 5% respectively. Despite this slow growth rate the
compound annual growth rate (CAGR) for gross domestic product (GDP) at factor cost, over the
decade ending 2012-13 is 7.9%. Relatively India is one of the fastest growing economies in the world
and the nominal private final consumption expenditure is expected to increase by about four times
to over US Dollar 3.5 trillion in 2020 from the current level. Demographics is expected to be a
significant factor impacting the growth over the next decade and consequently facilitating increased
penetration of organized retailing.
9.3% 9.3%
8.6%
6.2%
5%
6.7%
Growing organized retail penetration footprint: The penetration level currently is estimated to be
in the region of 7% and is the lowest amongst even emerging market economies of any consequential
size. 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 given the following drivers:
• Growing middle class with greater disposable income; with a large number of young people
becoming a part of work force each year;
• Rapid urbanization has meant Tier 2 and Tier 3 cities are increasingly becoming relevant
addressable markets.
• Availability driven adoption – with both incumbent Indian retailers and foreign retailers (with
the recent reforms in FDI regulations) executing/ planning substantial store rollouts across the
country;
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• Greater financial inclusion and easy availability of credit as the banking sector expands and
consciously targets financing of consumption spending.
Organised
100 Unorganised
90
80
70
60
50
40
30
20
10
0
US Taiwan Malyasia Thailand Indonesia China India
Source: CARE Research
Rapidly changing consumer profile and aspirational consumption: 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 merchandise
aspired for and value sought. Further, the following factors/ trends are seen contributing to growth
in spending overall, and particularly for organized retail over the medium term:
– Changing family level organization/ role definitions and exposure
• More nuclear families
• Increase in the number of working women
• Kids being more informed and demanding
– Increasing exposure to and influence of cosmopolitan media; consequent adoption of Western
values and markedly higher brand consciousness
– Easier availability of jobs (especially Outsourcing & IT related); BFSI & related employment is
expected to increase to over 12 million in the coming decade from about 3 million currently
– Increased availability of credit/ social acceptance of consumption aided by borrowings; it is
estimated that about 13% of the people in urban cities are currently making monthly payments
for loans.
Organized retail’s structural challenges:
There are nevertheless a few structural challenges to the growth of organized retail in India as discussed
in brief below:
Real estate availability: Much has been written about over supply of retail mall space, but the ground
level situation for retailers is quite to the contrary. The issue is of non-availability of retail space
especially for larger formats in terms of:
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Sixty-First Annual Report 2012-2013
• desirable location
• acceptable scheme and access
• sustainable economics
Also, retail developments in retailer friendly locations are difficult to come by given the relative
attractiveness of alternate use developments say residential apartments.
Regulations & taxation: The regulatory framework at the ground level is complex and is a serious
stumbling block to growth in many respects. For instance:
• most of operational compliance requirements for organized retail are a state subject and
consequently there is no uniformity. The applicable regulations like APMC in various States for
instance prevent dis-intermediation whereby the retailer could consider sourcing directly from
the farmer for instance and pass on the benefit of lower sourcing cost to customers.
• current state of indirect tax regulations seriously challenges the economics of many retail formats
– given the applicability for instance of VAT, Service Tax on rentals, Local Body Taxes and excise
on branded garments (which has since been withdrawn in the budget for the current financial
year) coupled with no setoffs. There is also lack of visibility and consequent uncertainty with
regard to implementation of a comprehensive Goods and Services Tax (GST).
Supply chain infrastructure and logistics: The logistics industry itself is in a nascent development
phase in India and is ill-equipped to support especially sourcing and movement of a very large
number of SKU’s efficiently. This backdrop has meant that the retailers have had to tackle this activity
in-house and have borne the down-side of related dis-economies.
Skilled Manpower: Availability and retention of skilled manpower at acceptable economics is a
challenge on account of increasing demand and limited pool of experienced professionals in the
organized retail space.
The above structural challenges notwithstanding, we firmly believe the longer term opportunity in the
organized retail space in India continues to be sizeable and attractive.
Organized retail industry in FY12-13
In our view, during the financial year under review the key factors and developments that impacted the
organized retail industry in India were:
– the near term consumption triggers (inflation & interest rate levels)
– further changes in the regulatory landscape with respect to FDI in single brand and multi brand
retailing
– supply chain issues and cost pressures (including minimum wages and depreciation of rupee)
– the intensity of micro market competition.
With varying degrees of impact the retailers in India have witnessed during the Financial Year 2012-2013:
a) Consumer confidence and off-take especially in volume terms was muted especially in the first half
year, with consumer spending possibly getting impacted by a lower level of discretionary household
budget given the pronounced inflation witnessed in various categories coupled with sharply higher
borrowing costs.
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b) Significant operating cost pressures including in respect of wages, electricity and common area
maintenance. Nevertheless, the cost pressures with respect to merchandise inputs moderated during
this period.
c) The 10% excise duty on branded garments, imposed a couple years ago, had meant significant
operational compliance formalities for branded apparel manufacturers and a crippling charge.
To the relief of both vendors and retailers this levy has since been withdrawn.
d) The pronounced rental’s involved in taking up of additional real estate for expansion especially in
the backdrop of most key participants in the organized retail industry with their respective expansion
plans and this coupled with a limited pipeline of acceptable retail real estate developments. The
limited pipeline of developments is in turn explained for the most part by:
– importantly the significant liquidity squeeze faced by the real estate sector given the RBI policy.
e) Higher intensity of competition in certain micro market due to pronounced clustering of retailer
presence with similar offerings.
These macro observations have applied, though with varying emphasis to the predominant retailing
formats (Westside, Star bazaar & Landmark through respective subsidiaries) managed by the Company.
In aggregate, the Company registered encouraging growth, with consolidated revenue from
operations increasing from ` 1,845 Crores in FY 11-12 to ` 2,132 Crores in FY 12-13 an increase of
over 15%.
2,132
114 116
1,067 107
810 88
685
70
51
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Sixty-First Annual Report 2012-2013
OPERATIONS – WESTSIDE
The Westside store, the predominantly private label fashion apparel format, 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 over 42 cities.
In the year under review, seven stores were opened including the following – Vizag (R K Estate), Jalandhar
(Model Town), Dehradun (Cross Roads Mall), Anand (Sigma Prime Complex), Bareilly (Rampur Baugh),
Cochin (Lulu Mall) and Trichy (Muthiah Towers).
In the first quarter of the current financial year three further stores have been opened in Kurnool (Jyoti
Mall), Chandigarh (Elante Mall), Chennai (Vijaya Forum Mall) taking the total number of operational
Westside stores to 73.
Number of Westside Stores
70
New stores
67
Cumulative stores
54
43
36
28 13
25
21 11
15 8
13
7 7
8 6
6 5
4
3
2 2 2
01-02 02-03 03-04 04-05 05-06 06-07 07-08 08-09 09-10 10-11 11-12 12-13
During FY12-13, as can be observed from the above chart the Company recorded seven new store
openings. Also four stores which were seen to be located in declining malls/ shopping centers and hence
lacking a sustainable growth outlook were closed. With respect to stores, the focus during the year
especially in the second half was refurbishment of older stores.
From an operating perspective, the period under review was encouraging for the Westside format viewed
especially in the context of the difficult macro-economic environment:
Over the course of the year, input margins were gradually stabilized to levels broadly in line with
FY10-11, while holding product pricing mostly flat. As discussed in earlier reports, the margins in
FY12-13 had been significantly impacted by the 10% excise duty on branded apparel and escalation
in yarn prices.
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Customer off-take improved in the second half and sales were healthy during most of the festive
period and the end of season sale in the January 2013.
In the context of the market conditions, advertising & promotion expenditure was relatively
curtailed.
Reasonable like-for-like growth witnessed and conscious efforts to ensure timely liquidation of off-
ranged stock avoided any undue inventory buildup; also there has been continued focus on reining
in cost escalations across line items.
Some of the stores opened during the last two years witnessed slower ramp up in sales and on the
other hand involved higher operating costs including on account of common area maintenance
cost charge-outs. There were also costs relating to closure of the four marginal stores in the portfolio
during the period under review.
The conviction of the Board and the management on the attractiveness of the Westside format as a
business model continues to be the basis of the expansion of the chain. Further, during the year under
review, key steps were initiated to introduce new categories like own-branded body and bath products
and to expand Gourmet West - the premium food and beverage offer. As on date, the Gourmet West offer
is operational in five locations including Army Navy (Mumbai), Forum Mall (Bangalore), KMC Retail Mall
(Hyderabad), Garuda Mall (Bangalore) and Elante Mall (Chandigarh). With the encouraging response seen
in these stores the company will continue to invest in the food segment and there are plans to roll out
Gourmet West in select stores in the current financial year as well.
25
20
15
Percentage
10
-5
-10
00-01 01-02 02-03 03-04 04-05 05-06 06-07 07-08 08-09 09-10 10-11 11-12 12-13
17
Sixty-First Annual Report 2012-2013
As in the previous years, we continue to take the following approaches in operating and expanding this
format:
Private label vs branded merchandise: We continue to emphasize the role of private label
merchandise and Westside is ranked to be in the top quartile in terms of contribution of private
label merchandise to overall revenues. We believe higher private label content facilitates not only
realization of better margins but also affords other benefits like control over the merchandise design
and quality – which should allow for a better competitive position over the medium term. Also
through a private label merchandise, we are able to offer better value to customers. At the same
time, the intent is to make the offering complete and collectively more attractive through the inclusion
of select third party brands that account for upto 15% of the overall merchandise range on offer.
Size of Westside stores: We vary the size of planned Westside stores based on various factors including
the immediate micro-market, mall vs standalone presence and leasehold economics. However,
empirical evidence seems to suggest a size not exceeding twenty thousand square feet selling area
is preferable (unless the location on offer is seen to be highly attractive and as an exception), as
lifestyle department stores much larger in area face viability issues and consequently limit the
geographies that can be viewed as markets. At the same time, the attempt is to ensure that there is
a credible range on offer for the stores to be attractive destinations for shopping.
Focus on Supply Chain: Further, during the period under review, we have continued to emphasize
improving the efficiency of our supply chain to effectively replenish our store network. We believe
incurring of additional costs on select initiatives is warranted especially from a long term business
model sustainability perspective, and we expect to realize tangible benefits over the medium term.
From cost perspective, in the period under review, there have been pressures across line items including:
– increase in wage bill (with minimum wage levels witnessing sharp increase in several States);
also fueled by acute shortage of suitable persons at the entry level in certain micro markets like
Chennai
– higher energy costs in States like Tamil Nadu, Maharashtra and escalating rental and Common
Area Maintenance charges in select malls
– indirect tax costs with no set off (for instance between service tax on rentals, VAT and excise on
branded garments).
These pronounced cost pressures across several line items and the significant inflation levels in various
categories continues to be a cause for concern. However, the recent improvement in market sentiment is
expected to provide some relief in the coming quarters.
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A Enterprise
12
11
10
9
8
Percentage
7
6
5
4
3
2
1
0
00-01 01-02 02-03 03-04 04-05 05-06 06-07 07-08 08-09 09-10 10-11 11-12 12-13
Source: CSO, RBI
In summary, despite various challenges, including the current difficult economic backdrop and the cost
pressures, Westside as a format continues to be sustainable and as stated previously, the intent is to
further upgrade our existing store portfolio and also scale up presence by opening new stores, subject
to availability of acceptable retail locations and estimated viability of economics at the store level.
Star Bazaar, the discount hypermarket format, has continued to receive commitment of resources in the
period under review, and there are now fifteen operational stores-three in Mumbai (Andheri, Dahisar &
Thane), four in Bangalore, two in Ahmedabad and Pune, one each in Aurangabad, Surat, Chennai and
Kolhapur. Each Star Bazaar is modeled to be a one stop shop offering a wide range of products including
fresh foods – fruits, vegetables & non vegetarian products, dairy, home care, health and beauty products,
apparel, home décor, gifts and household items. During the year under review, the like-for-like sales
growth of Star Bazaar stores was 7.9% marginally up from 5.4% witnessed in the preceding year.
Consistent with the commentary in previous years, the company continues to view food and grocery
(F&G) retailing as a substantial opportunity, which is worthy of being seriously pursued in the medium
term. F&G remains one of the largest categories and is estimated at around 60% of consumer spending.
Nevertheless, given the significantly lower gross margins on F&G vis-à-vis other merchandise (and
therefore formats), the need to evolve an economically viable business model is viewed to be critical.
The performance of the Star Bazaar business over the last few years has been encouraging. However,
this business continues to incur operational losses, especially on account of the under absorption of
corporate costs. We believe this trend would continue until the business evolves into a sustainable
model and consequently reaches a critical mass. Registering strong same store sales growth in the
interim would also be a key prerequisite for eventual profitability of this format.
19
Sixty-First Annual Report 2012-2013
No new stores were opened during the year. While there were a few stores in the pipeline – they were
located inside shopping malls as compared to being standalone stores. Increasingly, we believe based on
empirical evidence and otherwise that the hypermarket format is best suited to operate from standalone
schemes. Some of the key driving factors include:
• Customers do not prefer to navigate the mall with a shopping trolley and rather prefer quick & direct
access to parking and to public transport options; hence, stores in shopping malls do not necessarily
generate higher footfalls compared to standalone stores;
• Given its economics, the hypermarket format does not afford any headroom for incurring the
substantial common area maintenance charges in shopping malls. These charges are primarily on
account of electricity charges relating to air conditioning etc of the common areas of the mall. These
charges are negligible in the case of standalone stores.
• From an operational perspective standalone schemes allow for much easier and through the day
replenishment of stores unlike in the case of mall stores.
Given the above considerations, unless the overall package in a mall scheme is seen to be very attractive,
we have sought to not progress with opening Star Bazaar hypermarkets inside large shopping malls. In
this backdrop, the focus of the management during the period under review has been to achieve improved
efficiencies from the existing operations and evolving a more calibrated product offer that would allow
for sustainable growth going forward.
Cumulative stores
648
489
15 15
274 11
142
62 7
4
3
Trent Hypermarket Limited (THL) has a franchise and a wholesale supply arrangement with Tesco Plc
and its wholly owned Indian subsidiary-Tesco Hindustan Wholesaling Pvt Limited (THWPL) respectively.
The exclusive franchise agreement is allowing the Star Bazaar business access to Tesco’s extensive retail
expertise and technical capability including world class IT systems, processes and best practices in
20
A Enterprise
functions like marketing, stock management, retail information systems, supply-chain infrastructure and
front-end services to drive the growth of hypermarket business. Under the wholesale supply arrangement,
Star Bazaar also sources merchandise from Tesco’s wholesale cash-and-carry business in India, benefiting
from Tesco’s sourcing capability and supply chain expertise. Given concerted efforts from both teams, a
significant share of merchandise retailed across Star Bazaar stores is being sourced by THWPL.
THL had a joint venture agreement with the Xander group, for standalone freehold real estate
developments. Trent has partly bought out the stake of the Xander entities in Virtuous Shopping Centre
Limited (Virtuous) and is in the process of buying the remainder. Pursuant thereto, Virtuous has ceased
to be a joint venture company of THL.
Trent Hypermarket Limited recorded a 21% increase in total revenue to ` 785.19 Crores (` 649.51 Crores
in FY 11-12) during the period under review, EBIT was negative ` 64 Crores (negative ` 51.86 Crores in
FY 11-12).
During the period under review Trent Hypermarket Limited made a Rights issue of Preference Shares.
The proceeds from the issue were primarily utilized for repayment of the existing loans.
Broadly consistent with commentary in previous reports, the plan and key initiatives in respect of the
Star Bazaar format include:
The intent is to scale up the number of stores over the medium term. The pace of roll-out would
nevertheless be calibrated based on evolving a more sustainable store model (including size, location,
type of scheme and product range) and also depend on the pace of delivery of signed properties by
developers which is seen to be a continuing challenge even going forward. Also, as in FY13 we
would revisit opening of certain Star Bazaar properties located inside malls and contracted earlier.
This review would be in the context of the downside risks at currently estimated economics at the
store level (for instance Common Area Maintenance is one of the primary triggers).
Store sizes – the intent in the medium term is primarily to continue to focus on rollout of Star Bazaar
stores with a ‘large box’ footprint but nevertheless adjust size and range of offer based on the
micro-market dynamics, especially given the need to contain per square foot rentals and realize
higher sales per square foot of selling area. Further, unlike in certain locations in the past, the intent
is not to secure additional square footage in order to facilitate sub-lease to adjacent retail offerings
– empirical evidence does not suggest any improved realizations on this account.
Local sourcing and consumer catchment – establishing robust regional sourcing arrangements is
seen to be inevitable in-order to service a chain of hypermarkets in a profitable manner. Also,
primarily from a traffic and consumer behavior perspective, we do not see ‘outside city limits’ stores
being sustainable and hence the intent is to continue to focus on the immediate hinterland of a
proposed store and the catchment it affords.
Emphasis in Star Bazaar would be to deliver a compelling offer on Food and reasonable range of
Non-Food merchandise – this from a gross margin as well as from range availability perspective for
the customer. A compelling Food range is seen as critical to sustained performance of a store as it is
seen to be the primary footfall driver.
Own label offerings – over time as the branding of the stores get entrenched, emphasis would
continue to be on increasing the contribution of ‘own label’ offerings across categories. This emphasis
is also consistent with the estimated share of private label merchandise seen in the case of entrenched
international retailers.
As observed earlier, though the Star Bazaar business is still a mid-sized operation, we see visibility of
evolving a more sustainable model over time and scaling up this operation into a consequential and
21
Sixty-First Annual Report 2012-2013
eventually profitable business, aided by the strategies being pursued and the expertise accessed from
Tesco through the franchise and wholesale supply arrangements. However, in the interim this business
continues to warrant significant investment of capital and is expected to take a few more years before
the shared services & central costs get covered by the contribution generated from stores. Also, in the
near term the muted same store sales growth being registered by this format is a concern, especially in
the context of continuing cost pressures.
OPERATIONS – LANDMARK
Landmark stores – the format retailing inter-alia books, music, toys and gaming – are managed by a
subsidiary of the company, Landmark Limited. As of date, there are 19 operational stores across the
country.
The significant restructuring measures initiated in FY 11-12 across the Landmark business continued in
the period under view with the following primary objectives:
refreshing the relevance of the format to the target audience in terms of the core customer
proposition especially given the evolving market landscape for retailers in this space
building a sustainable platform to leverage the brand strength of the Landmark banner to facilitate
growth and scale over the medium term.
The principle restructuring and refurbishment measures continued to be pursued in the period under
review include:
Focus of new growth categories – Landmark over the years was primarily anchored as a store by the
wide ranging offer in the books and music categories. However, given market conditions and to tap
the potential of the evolving Indian demographic structure, Landmark 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 & gaming and stationery. Also certain offerings like home furnishing are
being phasing out.
Redesign of the store look & feel – Consistent with the revised anchoring of the store to new growth
categories, the re-configuration of the stores including in terms of their look & feel has been pursued
during the financial year under review. This process is time consuming and also involves commitment
of additional resources in certain areas – several of the stores in the portfolio have been re-aligned
and the effort is on to address other stores in the portfolio in a phased manner.
Growing the internet platform – As a retailer of books, music, toys and gaming Landmark holds a
leading position in the market; further in order to address the growing market for books, gaming
accessories and mobiles through the internet, the Company has continued to invest to improve its
online offering “landmarkonthenet.com”. In order facilitate greater management focus and growing
online presence for key formats of the Company – the online division has been vested into a wholly
owned subsidiary of Landmark Ltd. The intent in the near term is to have robust online offerings
from the Westside and Star Bazaar range as well.
Re-alignment of the supply chain – Unlike the Westside supply chain arrangement – the Landmark
format was earlier dependent on a regional, store linked warehouse system. This arrangement meant
that the availability & replenishment of merchandise in store locations was skewed and could not
take advantage of the scale benefits afforded by a more centralized Distribution Center approach. In
this context and in-order to facilitate leveraging of the distribution back-end infrastructure supporting
the other principle formats of the Company – the Landmark has migrated to a more centralized
Distribution Center approach.
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A Enterprise
Shifting of corporate operations – In order to integrate the business operations with the Westside
business and realize cost and operating synergies, the corporate operations have been shifted from
Chennai to Mumbai during the current financial year. This is expected to result in significant reduction
in corporate overheads in FY14.
Introduction of SIS in select stores – With the motive of being a family entertainment format the
Company is diversifying itself into certain adjacent categories. With this intent the Company is in the
process of introducing Shop-In-Shops (SIS) particularly for sport merchandise.
Landmark recorded a 10% decrease in total revenue to ` 200 Crores (` 223 Crores in FY11-12) during the
period under review, and the profit before tax was negative ` 38.46 Crores (negative ` 31.27 Crores in
FY11-12); which also includes a onetime profit on transfer of online retailing business to a wholly owned
subsidiary. Landmark’s results for the year ending March 2013 need to be viewed in the context of the
conscious winding down of certain categories for all practical purposes (like home merchandise – which
is not seen to be a relevant fit with the format in its evolving form) and the restructuring initiatives
discussed above – as each of these efforts involve significant disruption of operations (for instance
during store re-design/ refurbishment, stabilization of transition to the SAP IT system, migration to a new
distribution approach). The following is brief discussion of the other principle factors contributing to the
reported performance:
Continued decline of especially the music category and certain sub-categories of books like computers
& programming, cooking, maps and coffee table books. In the music category digital downloads
have for the most part become the norm, including through mobile phone platforms;
Under performance of select mature stores vis-à-vis expectations; the key contributing factors include
another competing mall location in the relevant Chennai micro-market;
Under performance of select large box new stores, as these stores take longer to reach break-even
sales volumes; key contributing factors include slow ramp-up of immediate mall occupancy,
operational mall maintenance and timely merchandise availability issues;
On the other hand encouraging off-take of certain new categories of focus like gaming, toys, sports
merchandise and select tech-accessories; also, the transfer of online division significantly buffered
reported performance.
Key observations and intent on approach in respect of the Landmark format:
As a retail banner Landmark continues to enjoy strong recall and liking amongst a range of audiences
and especially with kids and teens; incidentally the format has registered more than 500,000 ‘likes’
on Facebook – the online social networking site;
further in order to address the growing online market for books, mobiles and gaming, the Company
continues to commit resources in a significantly refurbished and improved online offering of
“landmarkonthenet.com”;
Music as a category is de-growing consequent to increasing access of such content through other
channels and same is the case with certain sub-categories of books like computers & programming
and cooking; in this context Landmark has been consciously introducing newer categories like gaming,
technology accessories and sports merchandise. Also, it is relevant to observe that Landmark already
derives its income from a wide mix of categories and is consequently less exposed to the risk of
systemic de-growth in one of the categories like music.
Structural changes continue to be pursued to reconfigure the stores around the new anchor
categories - toys, gaming, front-list books and tech-accessories; the response in the stores where this
23
Sixty-First Annual Report 2012-2013
reconfiguration has been completed have witnessed an encouraging response from customers and
we believe this effort would be key to establishing a sustainable growth platform for this business;
Books
9%
28% Music
38%
3% Gaming, Sports & Technology
At the time of acquisition of this format and thereafter, the Company, together with its subsidiaries, has
made significant investments. Given the salience of the Landmark retail banner, we believe the Landmark
format would prove to be a sustainable platform for the Company over the medium term with the key
structural initiatives being undertaken to:
– grow existing & select new categories with significant growth headroom;
– optimize store sizing, merchandise range and look & feel;
– grow online presence through “landmarkonthenet.com” and otherwise;
– improve timely availability at the store level of relevant merchandise;
– build an adequate supply chain infrastructure and leverage a more robust & scalable technology
platform;
– significantly integrate the operations of format into and leverage the corporate infrastructure of the
Company (for instance in supply chain, back-end service department activities etc). Consistent with
this objective, the minority shareholding in Landmark Ltd has been bought out by the company
(Landmark Ltd has since become a wholly owned subsidiary) and merger of Landmark Ltd and a
couple of other wholly owned subsidiaries is currently in process and the appointed date for the
said merger is 1st April, 2013. Further, Landmark shop-in-shops are being gradually rolled out across
select Westside stores where growth potential is seen and this is also seen to be a key avenue for
realizing synergies.
OTHER FORMATS, JOINT VENTURE AND TREASURY:
Sisley: As of March 31, 2013, the Company operated four small format stores under the Sisley banner,
as a franchisee of Benetton in India. Consequent to the restructuring and the revised arrangement
with Benetton, the Company has not incurred any losses with respect to this operation in FY13.
There are no plans to scale this operation further.
Zara: The Company has a Joint Venture (JV) with the Inditex group of Spain with a shareholding of
51% (Inditex):49% (Trent). The JV entity currently operates nine Zara stores with three in Delhi, three
in Mumbai, two in Bangalore and one in Pune and the customer response has been encouraging.
The JV entity (Inditex Trent Retail India Private Limited) recorded revenues of ` 404.80 Crores in
24
A Enterprise
FY12-13. The plans are to open more Zara stores in India over the next three to four years in the
major metro cities.
Treasury: The Company’s treasury income (other than from subsidiaries) improved over last year on
account of favourable market conditions coupled with a prudent treasury policy. From an yield
perspective, high level of interest rates prompted by higher inflation, led to better returns for the
company’s investments in debt instruments particularly FMPs and bank CDs. The parking of proceeds
from the rights issue, mostly in mutual funds & CDs, prior to their deployment in operations, also in
part explains the treasury income. Out of the proceeds of the issue ` 356.37 crores have already
been utilized towards objects of the issue. The funds raised by the Company through Qualified
Institutions Placements (QIP) done by the Company in March 2012 have been utilized towards
objects of the issue.
Overall, on a standalone basis the Company has reported a total income of ` 996 Crores (` 912 Crores in
FY12) for the period under review and a Profit After Tax of ` 62.26 Crores (` 47.27 Crores in FY12).
Exceptional items for the year represent provision for diminution in the value of investment in an overseas
wholly owned subsidiary of ` 3.25 Crores.The results for the year reflect impact of 10% excise duty on
branded garments, improved off take witnessed in the Westside format and substantial restructuring of
the Sisley franchise operations.
On a consolidated basis the Company has reported total revenues of ` 2,200.27 Crores (` 1,900.78 Crores
in FY12) for the period under review and a negative Profit After Tax after Minority Interest of
` 26.83 Crores (negative ` 37.76 Crores in FY12). Results of the standalone entity contributed positively
to the consolidated results while primarily Star Bazaar and Landmark contributed negatively during the
period. The results also incorporate the provision for diminution in certain assets in Trent Hypermarket
Ltd (THL) and the setoff against the reserves consistent with the relevant High Court Order. In summary,
the consolidated bottom-line of the Company primarily reflects the cost of incubation of the hypermarket
business (THL) and losses in Landmark Limited.
A review of the performance of the principal formats has been covered in prior sections.
The Company has a defined system of internal controls for financial reporting of transactions and
compliance with relevant laws and regulations commensurate with its size and nature of business. The
Company also has a well-defined process for ongoing management reporting, and periodic review of
businesses using the Balanced Score Card process to ensure alignment with strategic objectives.
There is an active internal audit function and is carried out partly by internal resources and the balance
activity is outsourced to CA firms. As part of the effort to evaluate the effectiveness of the internal
control systems, the internal audit department reviews the control measures on a periodic basis and
recommends improvements, wherever appropriate. The internal audit department is manned by qualified
and experienced personnel and reports directly to the Audit Committee of the Board. The Audit Committee
regularly reviews the audit findings as well as the adequacy and effectiveness of the internal control
measures. Based on their recommendations, the Company has implemented a number of control measures
both in operational and accounting related areas, apart from security related measures.
25
Sixty-First Annual Report 2012-2013
HUMAN RESOURCES
The Company believes that people are one of its greatest assets and training is an investment for
organizational excellence. As discussed in the previous year, availability of the right kind of talent in the
organized retail space continues to be an issue considering the nascent nature of the industry. Although
attrition continues to remain high with the front end store level staff, it is marginal amongst corporate
staff. However, the revival of expansion plans by certain retailers and with the emergence of new entrants
coupled with pronounced hiring appetitive has meant increased compensation pressures at all levels.
A lot of emphasis continues to be placed on training and development of store staff and also on the
development of leadership skills. Further, during the year under review, the Company has taken several
new initiatives to ensure that the knowledge gained is institutionalized and integrated with the processes
& embedded into the relevant IT systems. As of 31st March’13 the staff strength (including corporate
staff ) was 2,863 at Westside, 309 at Fiora, 2,516 at Star Bazaar and 719 at Landmark giving an overall total
of 6,407 employees.
OUTLOOK
A pronounced rate of inflation and continued high interest rate levels are the apparent dampeners to
near term performance. In fact, on a post-tax basis the yield on bank deposits are still broadly in line with
the inflation rate, implying marginal real interest rates. The above factors continue to impact discretionary
consumer spending headroom. Hence the consumption triggers are still not positive at this time. This
backdrop, coupled with the escalating costs (especially wages, electricity and common area maintenance)
implies continued challenges.
On the other hand, we are encouraged by signs of improving economic situation with the easing inflation
rates in the recent months. Further, the government is focusing on strengthening the investment
environment to stimulate growth. In this context, the notification of the 51% FDI in retail is expected
over time to present a further set of opportunities and challenges to the industry. The relatively flat
apparel input prices coupled with the abolition of the excise duty on branded apparel in the union
budget 2013 should augur well for the organized retail industry. Separately, the continued hiring by
various sectors (at the entry level) and consequently improved absorption of youth into the organized
workforce should serve as an important positive consumption trigger.
Separately, the continued challenges in securing properties at acceptable rentals and valuations in the
real estate space (with most participants in the organized retail pursuing their growth plans) remain a
cause for concern. So we view improving the quantum and quality of our pipeline of new stores especially
for the Star Bazaar format as a challenge that we already face and are having to address. However, the
property pipeline already contracted should still allow opening a number of new Westside and Star
Bazaar stores.
The prior observations on the near term consumption triggers notwithstanding, we continue to be very
positive on the underlying case for growth of organized retailing in India over the coming decade. As
observed in the previous years, the intent going forward is to continue substantially scaling up our
presence and in doing so across the formats:
Emphasize sustainable store level profitability and only scale up with new stores locations that are
expected to be profitable within an agreeable time frame;
Concentrate resources on substantially growing the existing anchor formats (especially Westside
and Star Bazaar);
Continue to be primarily “large box”; especially given the rental economics vis-à-vis sales densities in
locations of interest to us;
26
A Enterprise
Selectively commit direct investments in properties, primarily for the Star Bazaar business;
Leverage relationship with global retailers like Tesco and Inditex to further the profitable growth of
respective formats.
RISK AND CONCERNS
Retail real estate availability and costs: As observed in last year’s report, given that alternative end-
uses are seen by developers as more attractive than developing a retail offering (especially malls and
shopping centers), new property pipeline increasingly impacted. Separately, lease rentals in many
high street locations have witnessed an increase in rates in the recent quarters despite the economic
headwinds, and may continue to remain at levels that make the locations unviable for new retail
operations.
Talent availability: As observed in earlier years, the availability of relevant talent at acceptable
compensation levels continues to be an issue. And employing expatriates, with the attendant higher
costs, becomes inevitable in certain areas due to paucity of talent as we attempt to scale up
significantly.
Electricity availability & costs: Electricity is one of the largest components of our costs and has
increased significantly in recent years, especially in States like Maharashtra. Separately, higher power
deficits in select cities has led to increased load shedding and has meant more reliance on generators,
which has added to costs – our stores in Chennai are a case in point.
Reconfiguration of Landmark: Given market conditions and developments, Landmark Limited 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 & gaming and stationery. The books and music retail
format is a format faced with increasing threats from the internet, which has resulted in decline of
the books and especially the music category wherein digital downloads have for the most part
become the norm, including through mobile phone platforms. We have sought to address these
concerns by introducing certain safeguards including but not limited to our online offering,
“landmarkonthenet.com”. The Company is still faced with the challenge of establishing Landmark as
a viable the family entertainment format.
Indirect taxation: The indirect tax regime with its multiplicity of charges and levies continues to be
an issue (should be addressed at least partly if and 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 service tax on rentals has increased the already
high cost of occupancy and there is continuing litigation in this regard. This is a significant financial
charge to an industry which already faces pronounced challenges.
CAUTIONARY STATEMENT
Statements in the Management Discussion and Analysis describing the Company’s objectives, projections,
estimates and expectations may be ‘forward-looking statements’ within the meaning of applicable
securities laws and regulations. Actual results could differ materially from those expressed or implied.
Important factors that could make a difference to the Company’s operations include economic conditions
affecting demand/supply and price conditions in the markets in which the Company operates, changes
in the Government regulations, tax laws and other statutes and other incidental factors.
27
Sixty-First Annual Report 2012-2013
28
A Enterprise
Other directorships do not include alternate Directorships, Directorships of private limited companies,
Section 25 companies and of companies incorporated outside India.
The Board of Directors of the Company met 8 times during the year 2012-2013 i.e. on 20th April 2012,
28th May 2012, 4th July 2012, 27th July 2012, 25th October 2012, 31st January 2013, 18th February 2013
and 4th March 2013.
The gap between two meetings did not exceed four months. The required information as enumerated
in Annexure IA 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 31 st March 2013 except for payment of sitting fees and
Commission.
Code of Conduct:
The Company has adopted the Tata Code of Conduct for its Executive Directors, senior management
personnel and other executives of the Company. The Company has received confirmations from the
senior management personnels regarding compliance of the Code for the year ended 31st March
2013. The Company has also adopted the Code of Conduct for Non-Executive Directors of the
Company. The Company has received confirmations from the Non-Executive Directors regarding
compliance of the Code for the period ended 31 st March 2013. A declaration to this
effect duly signed by the CEO is annexed hereto. Both the Codes are posted on the website of
the Company.
3] Audit Committee
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 292A of the Companies Act, 1956.
As on 31st March 2013, the Audit Committee comprises of 3 Non-Executive Directors, 2 of which are
Independent.
During the year under review, the Audit Committee of the Directors met 9 times and held discussions
with the statutory auditors and internal auditor of the Company concerning the accounts of the
Company, internal control systems, scope of internal audit and reports of the internal auditor,
compliance with accounting standards and Listing Agreement, reviewed quarterly and annual financial
statements before they were submitted to the Board of Directors. The Audit Committee of Directors
also reviewed the matters prescribed under Clause 49 II [D] of the Listing Agreement. At the Audit
Committee meetings, the statutory auditors of the Company were invited and their findings /
observations were also discussed.
The Audit Committee meetings are usually attended by the Chief Financial Officer and the General
Manager – Finance & Accounts, representatives of the Statutory Auditors and the Internal Auditor.
The Company Secretary acts as the Secretary of the Audit Committee.
Minutes of the Audit Committee Meetings are circulated to the members of the Board, discussed
and taken note of.
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Sixty-First Annual Report 2012-2013
The composition of the Audit Committee and the details of meetings attended by the Directors are
given below:
Held Attended
Members of the Audit Committee have requisite financial, legal and management expertise.
During the year 2012-13, Audit Committee meetings were held on 10th May 2012, 18th May 2012,
28th May 2012, 28th June 2012, 27th July 2012, 26th September 2012, 25th October 2012, 31st January
2013 and 4th March 2013.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 10th August 2012. The Chairman of the Audit Committee briefs the Board members about
the significant discussions at Audit Committee meetings.
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.
4] Remuneration Committee
The Remuneration Committee of the Company is empowered to review the remuneration and
variable compensation payable to the Executive Directors/ Manager (appointed under
the Companies Act, 1956) and retirement benefits to be paid under the Retirement Benefit
Guidelines adopted by the Board and to deal with matters pertaining to Employees’ Stock Option
Scheme, etc.
During the year 2012-13, 1 Remuneration Committee meeting was held on 6th August 2012.
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The composition of the Remuneration Committee and the details of meetings attended by the
Directors are given below:
Held Attended
The non-mandatory requirement of Clause 49 regarding the Remuneration Committee has been
complied with by the Company as stated above.
b) Remuneration Policy
The remuneration of the Executive Directors/ Manager is decided by the Board, based on the
recommendation of the Remuneration Committee, within the ceilings fixed by the shareholders
of the Company. The Company pays remuneration by way of salary, perquisites and allowances
(fixed component), and variable compensation to its Executive Directors/ Manager. Annual
increments are decided by the Remuneration Committee with the salary scale approved by the
members and are effective from 1st April annually. The Remuneration Committee decides on the
commission payable to the Executive Directors on determination of profits for the financial year
in terms of the provisions of the Companies Act, 1956 (the Act).
Considering the qualifications and rich experience of the Directors, the contribution made by
them at the Board and various Committee meetings, the time spent by them on operational
31
Sixty-First Annual Report 2012-2013
matters other than at the meetings and the diversified responsibilities being undertaken by
them in managing the growth of the Company and its subsidiaries businesses over these years,
it is proposed to pay commission in excess of 1% of the net profits of the Company by a sum of
`42,29,575 (excluding service tax) for the financial year ended 31st March 2013, to the
Non-Executive Directors as may be decided by the Board of Directors of the Company. The same
is subject to the approval of the shareholders of the Company and the Central Government.
A sitting fee of `20,000 for attendance at each meeting of the Board and Audit Committee,
`10,000 for attendance at each meeting of the Investment Committee, Remuneration Committee
and Property Committee and `6,000 for attendance at each meeting of the Shareholders’/
Investors’ Grievance Committee of Directors, is 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 in accordance with Section 198 of the Act.
c) Directors’ Remuneration
The Directors’ remuneration and sitting fees paid / payable in the financial year 2012-13 is given
below:
Non-Executive Directors
Commission for the Sitting Fees for attending
Name of the Director financial year 2011-2012 Board and Committee Meetings
paid in 2012-2013 for 2012-2013
[ `] [`]
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 Directors.
During the year under review, the Committee met 2 times.
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The composition of the Investment Committee and the details of Meetings attended by the Directors
are given below:
6] Property Committee
The composition of the Property Committee and the details of meetings attended by the Directors
are given below:
Held Attended
Held Attended
33
Sixty-First Annual Report 2012-2013
The Company Secretary acts as the Secretary of the Shareholders’/Investors’ Grievance Committee.
[a] Name and contact details
of Compliance Officer : Mr. M. M. Surti
Company Secretary
Corporate Office : Trent Limited
Trent House, 10th Floor, G- Block,
Plot No. C-60, Beside Citi Bank,
Bandra Kurla Complex,
Bandra (East), Mumbai-400 051
Tel: 022-67009000
Fax: 022-67008100
Email Id for correspondence: investor.relations@trent-tata.com
[b] Details of complaints received from SEBI/Stock Exchanges etc. and redressed during the year
2012-2013:
Opening Balance Received during Resolved during Closing Balance
the year the year
1 8 9 Nil
[c] No. of pending share transfers / requests for dematerialization of shares as on 31st March 2013:
7 (Seven), which have subsequently been approved.
8] Subsidiary Companies
Landmark Limited and Trent Hypermarket Limited are the material non-listed Indian subsidiary
companies of the Company. Mr. A. D. Cooper, an Independent Non-Executive Director is on the Board
of Landmark Limited and Trent Hypermarket Limited.
The Audit Committee of the Company reviews the financial statements, particularly, the investments
made by the Company’s non-listed subsidiary companies. Attention of the Directors of the Company
is drawn to all significant transactions and arrangements entered into by the subsidiary companies.
Location and time, where last three Annual General Meetings were held:
Annual General Date Time Venue
Meeting (AGM)
58th AGM 18th August 2010 3.30 p.m. Walchand Hirachand Hall,
4th Floor, Indian Merchant Chamber (IMC),
59th AGM 5th August 2011 3.00 p.m.
IMC Building, IMC Marg, Churchgate,
60th AGM 10th August 2012 3.00 p.m. Mumbai- 400 020
All resolutions moved at the last Annual General Meeting were passed unanimously by a show of
hands by the members attending the meeting.
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The following are the special resolutions passed at the Annual General Meeting held in the last three
years.
10] Disclosures
[a] Transactions with the related parties are disclosed on Page 75 in Note 4.18 of the Notes on the
Balance Sheet and Profit and Loss Account in the Annual Report.
[b] A statement in summary form of transactions with related parties in the ordinary course of
business has been periodically placed before the Audit Committee.
[c] The Company has no material individual transactions with related parties, which are not in the
normal course of business.
[d] Details of material individual transactions with related parties or others, which are not on arm’s
length basis, if any, are placed before the Audit Committee together with management’s
justification for the same.
[e] There has been no instance of non-compliance by the Company on any matter related to capital
markets, during the last three years. No penalties or strictures have been imposed by SEBI, the
Stock Exchange or any statutory authority on the Company.
[f ] The Company has fulfilled the following non-mandatory requirements as prescribed in Annexure
I D to Clause 49 of the Listing Agreement with the stock exchanges:
(i) The Company has set up a Remuneration Committee, details of which have been given
earlier in this Report.
(ii) The Company has adopted a Whistle Blower Policy and has established necessary mechanism
in line with Clause 7 of Annexure I D to Listing Agreement with the stock exchanges, for
employees to report concerns about unethical behaviours. No person has been denied
access to the Audit Committee.
[g] The Company has followed the Accounting Standards issued by the Institute of Chartered
Accountants of India and as prescribed under the Companies Act, 1956.
[h] The Company has laid down a process of assessing risk management. The scope of Audit
Committee includes review of Company’s financial and risk management policies.
[i] The Company discloses to the Audit Committee the uses / applications of funds raised through
Rights Issue/QIP Issue, on a quarterly and annual basis as a part of their declaration of financial
results.
35
Sixty-First Annual Report 2012-2013
The annual, half-yearly and quarterly results are posted by the Company on the Tata website
www.tata.com and on the Company’s website www.mywestside.com.
These are also submitted to BSE Limited and National Stock Exchange of India Limited, in accordance
with the Listing Agreement and published quarterly in leading newspapers like the Business Standard,
Free Press Journal, Navshakti and Jam-e-Jamshed giving adequate coverage of the financial results.
Whenever applicable, the Company also displays official news releases and meets the institutional
investors/analysts.
Management Discussion and Analysis Report forms part of the Annual Report.
A qualified practicing Company Secretary carried out a secretarial audit to reconcile the total admitted
capital with NSDL and CDSL and the total issued and listed capital. The audit confirms that the total
issued / paid-up capital is in agreement with the aggregate of the total number of shares in physical
form and the total number of shares in dematerialized form (held with NSDL and CDSL).
Date of book closure 17th July 2013 to 19th July 2013 (both days inclusive)
Listing on Stock Exchanges BSE Limited and National Stock Exchange of India Limited.
The Company has paid annual listing fees to BSE Limited and to National Stock Exchange of India
Limited for the financial year 2012-2013.
Stock Code BSE NSE
NSE - NCDS
TRE15
TRE17
36
A Enterprise
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 No. of No. of
High Low Shares High Low Shares
[`] [`] Traded [`] [ `] Traded
April 2012 950.10 875.25 832478 946.45 872.70 694606
May 2012 918.70 881.10 143132 922.45 880.20 238916
June 2012 979.00 879.05 30212 981.20 881.15 100076
July 2012 1078.95 956.55 153968 1080.80 951.15 402931
August 2012 1084.10 1019.35 36980 1082.90 1022.85 109160
September 2012 1170.60 1028.45 111376 1172.95 1029.10 489566
October 2012 1181.85 1094.40 103314 1186.90 1095.85 212720
November 2012 1212.30 1105.50 49763 1218.65 1107.85 282758
December 2012 1311.15 1198.45 176617 1307.90 1196.85 522011
January 2013 1317.80 1133.70 168973 1318.80 1135.85 242422
February 2013 1165.40 1104.55 78363 1170.60 1111.15 84340
March 2013 1104.65 985.80 118699 1105.05 995.20 175510
(Source: The information is compiled from the data available on the BSE & NSE Websites.)
1400 20500
1300
1200 19500
Trent Share Price
1100
BSE Sensex
18500
1000
900
17500
800
700 16500
600
500 15500
Oct 12
Sep 12
Dec 12
Mar 13
Jun 12
Jul 12
Jan 13
Apr 12
May 12
Nov 12
Aug 12
Feb 13
37
Sixty-First Annual Report 2012-2013
Members are requested to correspond with the Company's Registrar & Transfer Agents- TSR
Darashaw Private Limited (formerly Tata Share Registry Limited) quoting their folio no. at the
following addresses :-
Share Transfer System : Share Transfers in physical form can be lodged with TSR Darashaw
Private Limited at the above mentioned address or at its branch
offices, addresses of which are available on its website.
The Transfers are normally processed within 15 days from the
date of receipt, if the documents are complete in all respects.
Any Director of the Company or the Company Secretary is
empowered to approve transfers.
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Categories of Shareholders:
As on As on % Variance
Category 31st March 2013 31st March 2012 13 v/s 12
Number of % to Number of % to
Equity Shares Paid-up Equity Shares Paid-up
Held Capital Held Capital
Promoters 1,08,38,015 32.61 77,94,298 28.60 4.01
Mutual Funds and
Unit Trust of India 43,98,584 13.24 44,83,454 16.45 (3.21)
Financial Institutions,
Banks Insurance Companies
and Venture Capital Funds 29,37,748 8.84 31,37,663 11.52 (2.68)
Foreign Institutional
Investors 47,12,725 14.18 26,68,571 9.79 4.39
Bodies Corporate 30,93,068 9.31 28,79,174 10.57 (1.26)
Others 72,51,404 21.82 62,86,359 23.07 (1.25)
TOTAL 3,32,31,544 100.00 2,72,49,519 100.00
Dematerialization of shares:
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 97.19% (Previous Year 96.50%) of the Company's
Share Capital are dematerialized as on 31st March 2013.
The Company's shares are regularly traded on BSE Limited (BSE) and National Stock Exchange of India
Limited (NSE), in the electronic form.
39
Sixty-First Annual Report 2012-2013
Benefits of Dematerialization:
Shares held in dematerialized form have several advantages like immediate transfer of shares, faster
settlement cycle, faster disbursement of non-cash corporate benefits like rights, etc., lower brokerage,
ease in portfolio monitoring, etc. Besides, risks associated with physical certificates such as forged
transfer, fake certificates, bad deliveries, loss of certificates in transit, get eliminated.
Since there are several benefits arising from dematerialization, we sincerely urge all the shareholders
who are still holding their shares in physical form to dematerialize the shares at the earliest.
Action required regarding non-receipt of dividends and interest on Non-Convertible
Debentures (NCDs):
In case of non-receipt / non-encashment of dividend warrants or interest warrants, the investors are
requested to correspond with the Company's Registrars / the Registrar of Companies, as mentioned
hereunder:
2005-06 to 2011-12 TSR Darashaw Private Limited Letter on plain paper.
1995-96 to 2004-05 TSR Darashaw Private Limited Already transferred to IEPF.
Upto 1994-95 Office of the Registrar of Claim in Form No. II of the
Companies, CGO Complex, Companies Unpaid Dividend
“A” Wing, 2nd Floor, Next to (Transfer to General Revenue
RBI, CBD - Belapur, Account of the Central
New Mumbai - 400 614, Government) Rules, 1978.
Maharastra Tel.: 022-2757 6802
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
2005-06 8th September 2006 7th September 2013
No claim of the shareholders / debenture-holders 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.
Green Initiatives:
The Ministry of Corporate Affairs has allowed Companies to send all future notices/communication/
documents including Notice of Annual General Meeting and Annual Report of the Company, in an
40
A Enterprise
electronic form, through e-mail to the shareholders. Securities and Exchange Board of India has also
permitted listed entities to send soft copies of the Annual Report, Notice and other documents to all
those shareholders who have registered their e-mail addresses for the said purpose.
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 Private 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.
Electronic Clearing Service (ECS) for direct credit of dividend
Payment of dividend through electronic mode has following advantages:
• Shareholder need not make frequent visits to his bank for depositing the physical warrants.
• Prompt credit to the bank account of the shareholder through electronic clearing.
• Fraudulent encashment of warrant is avoided.
• Delays/loss in postal transit is avoided.
Reserve Bank of India has initiated Electronic Clearing Service (ECS) 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 ECS. Members
who have still not registered for the ECS are requested to register their Bank Account Details (Core
Banking Solutions enabled account number, 9 digit MICR and 11 digit IFS 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, TSR Darashaw Private 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
109A of the Companies Act, 1956, may submit to TSR Darashaw Private Limited the prescribed Form
2B. 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.
41
Sixty-First Annual Report 2012-2013
Store Locations:
WESTSIDE:
1. 77, Commercial Street, Near Police Station, Shivajinagar, Bengaluru 560001, Tel: 080-25550861/0036
2. Khan Lateef Khan Estate, Municipal No.5-8-62, Fateh Maidan Road, Hyderabad 500001, Tel: 040-66666000/01
3. G-50, Spencer Plaza, Phase - II, 769 Anna Salai, Chennai 600002, Tel: 044-28490573/74/75
4. 39, Hughes Road, Mumbai 400007, Tel: 022-23841729/30
5. SGS Mall, 231, Moledina Road, Pune 411001, Tel: 020-66202505/06
6. 15-A, 34/35, Ajmal Khan Road, Karol Bagh, New Delhi 110008, Tel: 011-25729760/61
7. Block-D, 22 Camac Street, Kolkata 700017, Tel: 033-22817312/13/15
8. A-15, Alankar Cinema Building, Feroze Gandhi Marg, Lajpat Nagar III, New Delhi 110024, Tel: 011-29832158 to 61
9. Landmark Complex, Plot No, 5&6, Ramdas Peth, Wardha Road, Nagpur 440012, Tel: 0712-2423634/40
10. Army & Navy Building, 148, M. G. Road, Kala Ghoda, Mumbai 400001, Tel: 022-66360499/500
11. Abhijeet-V, Opp. Mayor's Bungalow, Near Law Garden, Mithakhali, Ellisbridge, Ahmedabad 380006,
Tel: 079-66610190/91
12. The Centrestage Mall, L-1, Sector-18, Noida 201301, Tel: 0120-2517761/62
13. The Forum, 21 Hosur Road, Koramangla, Bengaluru 560029, Tel: 080-66670121/22
14. 17, Race Course Road, Opp. Basket Ball Complex, Indore 452003, Tel: 0731-2432206/07
15. Infiniti, Raheja Classic Complex, New Andheri Oshiwara Link Road, Andheri ( W), Mumbai 400058,
Tel: 022-67021345/46
16. Garuda Mall, CTS 15, Magrath Road, Opp. Karnataka Police Hockey Ground, Bengaluru 560025,
Tel: 080-66641230 to 66641236
17. Monalisa, Final Plot 326 (Prt.), Next to INOX, Race Course Road, Vadodara 390007, Tel: 0265-6623101/106
18. The Gariahat Mall, 13 Jamir Lane, Near Ballygunge Railway Station, Kolkata 700019, Tel: 033-24613508/09
19. Pacific Mall, Plot No.1, Site-IV, Sahibabad 201010; Dist.Ghaziabad, Tel: 0120-2778511/17
20. TDI Mall, Plot No.11, Shivaji Place, Next to Vishal Cinema, Rajouri Garden Market, New Delhi 110027,
Tel: 011-25110820/21/23
21. Citi Pulse Mall, Plot No.21, Narain Single Circle, Jaipur 302005, Tel: 0141-2574433/63
22. East End Mall, Wave Cinema, TC- 54, Vibhuti Khand, Gomati Nagar, Lucknow 226010, Tel: 0522-2720990/92
23. Iscon Mall, Dummas Road, Opp. Rajhans Theatre, Surat 395007, Tel: 0261-2252201/02
24. Iscon Mega Mall, Sarkhej Gandhi Nagar Highway, Near Rajpath Club, Ahmedabad, Tel: 079-66058292/93
25. West End Mall, Plot No.2&3, Ferozpur Road, Ludhiana, Tel: 0161-2551462/63
26. 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 City, Tel: 0281-2332818/23
27. Mani Square Mall, Maniktala Main Road, Police Station, Phoolbagan, Kolkata 700064, Tel: 033-23201950/51
28. Kakade One centre Port, S. No.132/A-2-1, C.T.S. No.2687B, Shivaji Nagar, University Road, Pune 411005,
Tel: 020-25514261/62
29. Garuda Swagat Mall, Plot No.78 & 79, 30th Cross Byrasandra, Jayanagar, Bengaluru, Tel: 080-26647181/82
30. Inorbit Mall, Sector No.30-A, Vashi, Navi Mumbai 400705, Tel: 022-27815571
31. Ambience Mall, Ambience Island, G-26, F-114, S 205, NH-8, Delhi Jaipur Highway, Gurgaon 122022,
Tel: 0124-4665470/71/74
32. Haiko Mall, Level 1, Central Avenue, Hiranandani Gardens, Powai, Mumbai 400076, Tel: 022-67424560/61
33. EF3 Mall, Plot No.12, (Bikaner Sweets), Sector 20-A, Mathura Road, Faridabad 121001, Tel: 0129-2222684
34. City Centre Mall, Plot No.117 to 133, Opp. Trimbak Road, Lawate Nagar, Untwadi Road, Nashik,
Tel: 0253-2570034
35. KMC Retail Mall, Plot No. 6-3-1112, Begumpet, Near Kirtilal Jewellers, Somajiguda Circle, Hyderabad 500082,
Tel: 040-23400421/22
36. Korum Mall, Upper Ground Floor, Cadbury Compound, Mangal Pandey Road, Thane (West) 400606,
Tel: 022-25417402/03
42
A Enterprise
37. Magneto Mall, PC No.113, Labhendi Village, Chhattisgarh, Raipur 492001, Tel: 0771-2259111/12
38. Ampa Skywalk Mall, Nelson Manickam Road No.1, Aminjikaral, Chennai 600029, Tel: 044-23746973/74
39. City Centre Mall, K. S. Rao Road, Hampankatta, Mangalore 575001, Tel: 0824-2449012/17
40. 16/113, M. G. Road, Corner Plot of Bada Chauraha, Kanpur 208001, Tel: 0512-6543201/3
41. 28A, Industrial & Business Park, Phase-I, Next to HDFC Bank, Chandigarh 160001, Tel: 0172-2650386/87
42. Express Avenue Mall, Express Estate, No. 2, Club Road, Anna Salai, Chennai 600002, Tel: 044-28464171/72
43. Gopalan Innovation Mall, Opp. Mantri Enclave No.22, Bannergatta Road, J.P. Nagar, 3rd Phase, Bengaluru 560078,
Tel: 080-26586733/44/55
44. Ambience Mall, Upper Ground, 1st & 2nd Floor, Vasant Kunj, New Delhi 110070, Tel: 011-40870525/29/30
45. Prozone Mall, Plot No.80, Chikalthana Industrial Area, Masanatpur, Dist. Aurangabad 431210, Tel: 240-6618912/
13/14
46. Brooke Fields Mall, 67-71, Krishnaswamy Road, Coimbatore 641001, Tel: 0422-2255224/25/29
47. DB City Mall, Khasra 1511 & 1509, Arera Hills, Opp. M.P. Nagar, Bhopal 462011, Tel: 0755-6644081/82
48. Phoenix Market City, Survey No.207, Behind Baker Gauges, Next to Tyco Electronics, Viman Nagar, Nagar Road,
Pune 411014, Tel: 020-30950500/503
49. Infiniti Mall-II, Unit No. 001/101, Rajan Pada, Ijjimma Service Road, Linking Road, Malad (West), Mumai 400064,
Tel: 022-67255408
50. Moments Mall, 67, Patel Road, Near Kirti Nagar Metro Station, Opp. of Metro Piller No. 283, New Delhi 110015,
Tel: 011-42451011/12/14
51. R City Mall, L.B.S. Marg, Ghatkopar (West), Mumbai 400080, Tel: 022-61273234/35
52. Orion Mall, Brigade Gateway, 26/1, Dr. Rajkumar Road, Rajajinagar, Bengaluru 560055, Tel: 080-22682023/183
53. MIG-40, Plot No. 1058/1059, Dharma Reddy Colony, Phase I, Opp. JNTU, Kukatapally, Hyderabad 500072,
Tel: 040-40180973
54. SFC Megaa Mall, Shop No. 9 - 12, M. G. Road, Station Chowk, Sangli 416416, Tel: 0233-2621532
55. No.508, Vishwamanava Double Road, Kuvempunagar, Mysore 570023, Tel: 0821-2340150/51
56. Shop No.3, Indira Theatre, Canal Road, Near Circuit House, Jammu 180001, Tel: 0191-2502750
57. Samdariya Mall, Civic Centre, JDA Scheme No.18, Subhadra Kumari Chauhan Ward, Jabalpur 482001,
Tel: 0761-4069830
58. Silver Square, Christian Basti, G.S. Road, Guwahati 781005, Tel: 0361-2343940/41
59. # 11, Eureka Colony, Opp. SBI Zonal Office, Kusugal Road, Keshwapur, Hubli 580023, Tel: 0836-2266662
60. Caculo Mall, Caculo Enclave, Opp. Goa Fire Service H.Q., Near Aculo Ford Showroom, St. Inez, Panaji 403001,
Tel: 8007779571
61. Ground Floor, D-57/3-1/2/3, Siddhgiribaug Road, Sigra, Varanasi 221010, Tel: 09335656849
62. Shop No.1, Ground Floor, City Mall 36, Mangla Chowk, Bilaspur, Chhattisgarh 495001, Tel: 9713701699
63. R Kay Mall, 001, Ground Floor, Panchwati, Udaipur 313004, Tel: 0294-2427555 to 58
64. 105-5-58/1, R. K. Estate Building, Waltair Road, Ram Nagar, Vizag, Vishakhapatnam 530001, Tel: 0891-2515989
65. HUB 545, Model Town, Opp. Niku Park, Jalandhar 144001
66. Cross Road Mall, UBIT No.U-01, & F-01, Old Survey Road, Dehradun 248001, Tel: 9219022105
67. Shop No.3,4,5 and 6 Sigma Prime Complex, Vidhya Vihar Road, Anand 388001, Tel: 9978970326
68. 35/1/3 Ranpur Baug, Civil Lines, Near Indian Oil Office, Bareilly 243001, Tel: 8439122132
69. Lulu International Shopping Mall Pvt. Ltd., 50/2392 N H 17, Edappally, Kochi 682024, Tel: 8111838882
70. Muthiah Towers, No.1, Royal Road, Cantonment, Trichy 620001, Tel: 9788799466
71. Jyoti Mall, 40/323, Bellary Road Opp. Zilla Parishad, Kurnool 518001, Tel: 08518-224421/22
72. Elatne Mall, Shop no 1, Industrial Area, Phase 1, Near Cable Factory, Chandigarh 160002,
Tel: 0172-5041580/8699090902
73. The Forum, Vijaya Mall, Arcot Road, Vadapalani, Chennai 600026, Tel: 8015070016
74. Sai Odyssey, Opposite Executive Club, Gurunanak Nagar Road, NH-5, Gunadala, Vijayawada 520008,
Tel: 8666543535, 8666543636
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Sixty-First Annual Report 2012-2013
STAR BAZAAR:
1. ISCON Mall, Opp. Bidiwala Park, Satellite Road, Ahmedabad 380015, Tel: 079-66010109/66010101
2. Thakur Mall & Multiplex, Western Express Highway, Near Dahisar Check Naka, Mira Bhaynder (East),
Thane 401107, Tel: 022-28961171
3. HM Vibha Tower, Ward No.63, Koramangala, Bengaluru 560029, Tel: 080-25535222
4. Korum Mall, Near Cadbury Co., Pokhran Road No.1, Off. Western Express Highway, Thane (West) 400606,
Tel: 022-25417401
5. 18/2, Gopalan, The Arch Mall, Mysore Road, Rajarajeshwari Nagar, Bengaluru 560098, Tel: 080-28606700
6. Ampa Skywalk Mall, No.1, Nelson Manickam Road, 627, Poonamalle High Road, Aminjikarai, Chennai 600929,
Tel: 044-64625130
7. Kalasagar Mall, Mouje Ghatlodiya, Near Sun & Step Club, Satadhar Cross Road, Ahmedabad 380061,
Tel: 079-40706620
8. Ghatge Patil Automobiles Ltd., 517E, Old Pune Bangalore Road, Kolhapur 416001, Tel: 0231-2526441/ 2526440
9. Orion Mall, 26/1, Brigade Gateway, 80 ft. Road, Malleswaram West, Bengaluru 560055, Tel: 080-22682030 / 2034
10. Ground Floor, Crystal Point, Off. New Link Road, Andheri (West), Mumbai 400053, Tel: 022-67080772/67080777
11. Prozone Mall, Plot No.80, Empire Mall, Chikalthana Industrial Area, Revenue Village Limit, Masantpur,
Aurangabad, Tel: 0240-6618533/6618522
12. Imperial Square Mall, Opp. Aalishan Enclave Apartments, Hazira Road, Adazan, Surat 395009, Tel: 0261-4088840
13. Golden Heights, 1 / 2, 59th Cross, 4th M Block, Rajaji Nagar, Bengaluru 560010, Tel: 080-23508440
14. Ideal Wood Working & Engineering Company Limited, MIDC, D III Block, Plot No.91, Opp. Greaves Limited,
Mumbai-Pune Road, Pimpri Chinchwad, Pune 411019, Tel: 020-27474771/27474755
15. Phoenix Marketcity Mall, Surveyor No.207, Behind Baker Gauges (I) Private Limited, Main Nagar Road, Viman
Nagar, Pune 411014, Tel: 020-30950290
LANDMARK:
1. Apex Plaza, No.3, N.H. Road, Nungambakkam, Chennai 600034, Tel: 7418024510
2. Citi Centre, Chennai Citi Centre, No.10&11, Dr. Radhakrishnan Road, Mylapore Chennai 600004, Tel: 9042046101
3. Spencer Plaza, 769 Anna Salai, Chennai 600002, Tel: 7418024534
4. Ampa Skywalk, 3rd Floor, No.1, N. M. Road/627, P.H. Road, Aminjikarai, Chennai 600029, Tel: 7418024538
5. The Forum, 21 Hosur Road, Koramangala, Bengaluru 560029, Tel: 9033004983
6. Orion Mall, 26/1, Brigade Gateway, Dr. Rajkumar Road, Malleswarm West, Bengaluru 560055, Tel: 8147061354
7. No.8-2-682/1, Road No.12, Banjara Hills, Hyderabad 500034, Tel: 8885510382
8. KMC Retail Mall, Somajiguda, Begumpet, Hyderabad 500082
9. Iscon Mega Mall, S. G. Road, Satellite, Ahmedabad 380015, Tel: 9033004984
10. Infiniti Mall, 619, B-5 & 652 C, Oshiwara Link Road, Andheri (West), Mumbai 400053, Tel: 7208000631
11. Inorbit Mall, Unit F-41&42, Inorbit Mall, 1st Floor, Plot No.39/1, Sector 30A, Vashi, Navi Mumbai 400705,
Tel: 7208000625
12. Chatrapati Shivaji International Airport, Terminal 1-B, Santacruz (East), Mumbai 400099, Tel: 7208000639
13. SGS Mall, Shop No.1, Ground Floor, 231 Moledina Road, Pune Camp, Pune 411001, Tel: 8087000216
14. MCR Mall, S37, 2 nd floor, Phoenix Market Society, Next to Tyco Electronics, Viman Nagar, Nagar Road,
Pune 411014, Tel: 7208000598
15. DLF Grand Mall, DLF Services Limited, LG 17/18, Mehrauli, Gurgaon Road, Gurgaon 122002, Tel: 0124-6462963
16. Ambience Mall, T 301, 3rd Floor, Ambi Mall, Vasant Kunj, New Delhi 110070, Tel: 9212785181
17. The West End Mall, TC-54, Vibhuti Khand, Lucknow 226101, Tel: 9758235748
18. Monalisa Centrum, Final Plot 326, (Prt.) Next to Inox, Race Course Road, Vadodara 390007,
Tel: 9033004984
19. Landmark Limited (IT Park), Chennai 1, SEZ, Thuraipakkam-Pallavaram, 200 Ft., Road, Chennai 600097,
Tel: 044-64523109/9043018119
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CERTIFICATE
To The Members of
Trent Limited
We have examined the compliance of the conditions of Corporate Governance by Trent Limited, for the year ended
31st March 2013, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination
has been limited to a review of the procedures and implementations thereof, adopted by the Company for ensuring
compliance with the conditions of Corporate Governance as stipulated in the said clause. It is neither an audit nor
an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and 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 Clause 49 of the above-mentioned Listing Agreement.
As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we have to state that
based on the report issued by the Registrars of the Company to the Investors' Grievance Committee, as on
31st March 2013 there were no investor grievance matters against the Company remaining unattended/ pending
for more than 30 days.
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
Y. N. THAKKAR
Partner
Mumbai, 29th May 2013 Membership No. 33329
In accordance with Clause 49 sub-clause I(D), of the Listing Agreement with the Stock Exchanges, I hereby
confirm that all the Directors and the Senior Management personnel of the Company have affirmed
compliance to their respective Codes of Conduct, as applicable to them for the financial year ended
31st March 2013.
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(iii) (a) The Company has not granted any loans, secured or unsecured, during the year to companies,
firms or other parties covered in the register maintained under section 301 of the Companies
Act, 1956. Accordingly, sub-clause (b), (c) and (d) are not applicable.
(b) The Company has not taken any loans, secured or unsecured, during the year from companies,
firms or other parties covered in the register maintained under section 301 of the Companies
Act, 1956. Accordingly, sub-clause (f ) and (g) are not applicable.
(iv) In our opinion and according to the information and explanations given to us, there is an adequate
internal control system commensurate with the size of the Company and the nature of its business
for the purchase of inventory and fixed assets and for the sale of goods and services. During the
course of our audit, we have not observed any major weaknesses in internal control system.
(v) Based on the audit procedures applied by us and according to the information and explanations
given to us, there are no transactions that need to entered into the register in pursuance of section
301 of the Companies Act, 1956.
(vi) The Company has not accepted any deposits from the public to which the provisions of sections
58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies
(Acceptance of Deposits) Rules, 1975 apply.
(vii) In our opinion, the Company has an internal audit system commensurate with its size and nature of
its business.
(viii) According to the information and explanations given to us, the Central Government has not
prescribed the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for
the products of the Company.
(ix) (a) According to the records of the Company, the Company is generally regular in depositing
with the appropriate authorities undisputed statutory dues including Provident Fund, Investor
Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth-tax,
Service Tax, Custom Duty, Excise Duty, cess and any other statutory dues applicable to it.
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, 2013 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 and 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 :
Particulars Financial year to which the Forum where the dispute Amount
matter pertains is pending (` In Lacs)
Income Tax 2011-12 Commissioner (Appeals) 3.13
– TDS Circle
Sales Tax 1994-95, 1995-96 Deputy Commissioner 5.41
(Appeals)
Luxury Tax 2002-03 Deputy Commissioner 0.86
(Appeals)
(x) The Company does not have any accumulated losses at the end of the financial year and has not
incurred cash losses during the financial year covered by our audit and the immediately preceding
financial year.
(xi) The Company has not defaulted in repayment of any dues to financial institutions, banks or
debenture holders during the year.
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(xii) Based on our examination of the records and according to the information and explanations given
to us, the Company has not granted loans and advances on the basis of security by way of pledge
of shares, debentures and other securities.
(xiii) The Company is not a chit / nidhi / mutual benefit fund / society.
(xiv) Based on our examination of the records and evaluation of the related internal controls, we are of
the opinion that in respect of investments of the Company, proper records have been maintained
of the transactions and contracts and timely entries have been made in those records. All the
investments of the Company are held in its own name except as permissible under section 49 of
the Companies Act, 1956.
(xv) On the basis of the information and explanations given to us, the Company has given guarantee for
various facilities availed by its wholly owned subsidiary from bank. The terms and conditions of the
guarantee are not prejudicial to the interest of the Company.
(xvi) The Company has not obtained any term loans.
(xvii) According to the information and explanations given to us and on an overall examination of the
Balance Sheet of the Company, we report that no funds raised on short-term basis have been used
for long-term investment.
(xviii) The Company has not made any preferential allotment of shares to parties and companies covered
in the register maintained under section 301 of the Companies Act, 1956.
(xix) As per the information and explanation given to us, the Company has created the security or
charge in respect of secured debentures issued.
(xx) We have verified that the end use of the money raised by public issues is as disclosed in the notes
to the financial statements.
(xxi) During the course of our examination of the books and records of the Company, carried out in
accordance with the generally accepted auditing practices in India and according to the information
and explanations given to us, we have neither come across any instance of material fraud on or by
the Company, noticed or reported during the year, nor have we been informed of such case by the
management.
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Profit and Loss Statement for the year ended 31st March 2013
(` in Crores)
Particulars Note Page Figures for the Figures for the
No. year ended year ended
31st March 2013 31st March 2012
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(g) The details of shareholders holding more than 5 % shares are as under:
As at 31.03.2013 As at 31.03.2012
Name of the shareholders No. of % to total No. of % to total
shares shares shares shares
i) Equity shares
Tata Sons Ltd 87,44,247 26.31 62,89,343 23.08
Arisag Partners (Asia) Pte Ltd. A/c
Arisag India Fund Limited* 22,11,256 6.65 - -
Reliance Capital Trustee Co Ltd A/c
Reliance Equity Opportunities Fund* 18,32,696 5.51 - -
ii) 0.1% Cumulative Redeemable
Preference shares
Hemlatha Ramaiah 70,000 100.00 70,000 100.00
iii) Cumulative Compulsorily Convertible
Preference Shares Series B
Tata Sons Ltd - - 12,28,374 27.60
Reliance Capital Trustee Co Ltd A/c
Reliance Equity Opportunities Fund - - 3,67,005 8.24
The above details in respect of (i) and (iii) are as certified by the Registrar and Share transfer Agents and in
respect of (ii) is as per the records maintained by the company
* Shares held less than 5% as on 31.03.2012
(h) Details of shares reserved for issue under options
As at 31.03.2013,the Company does not have any outstanding options, while 44,51,414 Equity Shares reserved
for issue on Conversion of CCPS Series B as at 31.03.2012
(i) During the year the Company issued 15,30,611 Equity Shares of `10/- each @ `980 per share to certain entities
of the Promoter group on preferential basis in compliance with SEBI Preferential Issue Guidelines .
(j) During the year 2011-12, the Company had issued 27,41,228 equity shares of ` 10 each/- @ ` 912 per share
including a premium of ` 902 per share to Qualified Institutional Buyers.
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LESS-APPROPRIATIONS
(i) General Reserve 8.00 5.00
(ii) Debenture Redemption Reserve 5.00 5.00
(iii) Dividend Paid (Full figure for current year ` 19,241/-, 0.00 0.00
Previous year ` 19,055/-)
(iv) Proposed Dividend - Equity shares (Refer Note 1 below) 23.26 17.72
(v) Proposed Dividend - Preference shares
(Refer Note 1 below) 0.01 0.01
(vi) Tax On Dividend 3.95 2.21
Closing Balance 92.16 70.12
1,498.80 1,315.48
Note:
1 The Board of Directors at its meeting held on 29th May,2013 has recommended a Dividend of `7.00 per Equity
share and `1.00 per share on Cumulative Redeemable Preference shares for the year ended
31st March,2013
2 During the year 2011-12, the costs and expenses amounting to ` 0.20 crores (net of tax ` 0.13 crores)
incurred for implementation of the scheme of Amalgamation of Satnam Developers and Finance Private Limited
(SDPL) and Satnam Realtors Private Limited (SRPL) with the Company as approved by the Hon’ble High court of
Judicature at Bombay in 2009-10 have been adjusted against the general reserve of the Company.
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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 a 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 10 Series 1 of
` 0.10 crores each and 300 Redeemable Non Convertible Debentures June 10 Series 2 of ` 0.10 crores each on
private placement basis.Series 1 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
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Note:
(1) Share Application Money received and due for refund represents the cheques issued but not encashed by the
payees
(2) Security Deposits Received Includes received from Subsidiaries `0.19 crores (2011-12: ` 1.28 crores)
(a) Provision for Employee benefits (Refer Note 4.19, Page 78) 1.06 1.01
(b) Others
(i) Proposed Dividend 23.27 17.73
(ii) Tax on Dividend 3.95 2.21
(iii) Contingencies (Refer Note 4.2 (e), Page 72) 2.34 8.05
(iv) Rent SLR Equalisation 0.40 0.08
29.96 28.07
31.02 29.08
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ASSETS GROSS BLOCK (AT COST) DEPRECIATION AND AMORTISATION NET BLOCK
As at Additions/ Deductions/ As at As at Deductions/ For the As at As at
1.4.2012 Adjustments Adjustments 31.03.2013 1.4.2012 Adjustments year 31.03.2013 31.03.2013
` ` ` ` ` ` ` ` `
in Crores in Crores in Crores in Crores in Crores in Crores in Crores in Crores in Crores
Tangible Assets
Freehold Land 4.71 - - 4.71 - - - - 4.71
(4.05) (0.66) - (4.71) - - - - (4.71)
Leasehold Land 54.50 - - 54.50 2.10 - 0.72 2.82 51.68
(54.50) - - (54.50) (1.38) - (0.72) (2.10) (52.40)
Buildings 132.01 9.44 2.41 139.04 17.56 0.65 4.08 20.99 118.05
(120.60) (12.50) (1.09) (132.01) (14.08) (0.27) (3.75) (17.56) (114.45)
Plant and Equipment 62.35 3.27 1.98 63.64 16.66 0.57 2.88 18.97 44.67
(54.45) (9.45) (1.55) (62.35) (14.44) (0.47) (2.69) (16.66) (45.69)
Furniture and Fixtures 74.96 6.10 3.77 77.29 25.91 1.58 4.64 28.97 48.32
(68.18) (12.78) (6.00) (74.96) (23.24) (1.98) (4.65) (25.91) (49.05)
Office Equipments 4.51 0.20 0.10 4.61 1.24 0.04 0.21 1.41 3.20
(4.02) (0.61) (0.12) (4.51) (1.04) (0.03) (0.23) (1.24) (3.27)
Computers 20.70 1.41 0.47 21.64 11.35 0.37 3.82 14.80 6.84
(16.91) (3.96) (0.17) (20.70) (8.82) (0.08) (2.61) (11.35) (9.35)
Vehicles 0.51 - 0.13 0.38 0.14 0.06 0.04 0.12 0.26
(0.49) (0.14) (0.12) (0.51) (0.15) (0.07) (0.06) (0.14) (0.37)
Total 354.25 20.42 8.86 365.81 74.96 3.27 16.39 88.08 277.73
(323.20) (40.10) (9.05) (354.25) (63.15) (2.90) (14.71) (74.96) (279.29)
Intangible Assets
Brands/Trademarks 0.01 - - 0.01 0.01 - - 0.01 -
(0.01) - - (0.01) (0.01) - - (0.01) -
Computer software 8.52 0.80 0.02 9.30 4.09 0.01 0.23 4.31 4.99
(6.77) (1.85) (0.10) (8.52) (2.90) (0.05) (1.24) (4.09) (4.43)
Non Compete Fees 0.20 - - 0.20 0.20 - - 0.20 -
(0.20) - - (0.20) (0.20) - - (0.20) -
Total 8.73 0.80 0.02 9.51 4.30 0.01 0.23 4.52 4.99
(6.98) (1.85) (0.10) (8.73) (3.11) (0.05) (1.24) (4.30) (4.43)
Total 362.98 21.22 8.88 375.32 79.26 3.28 16.62 92.60 282.72
(330.18) (41.95) (9.15) (362.98) (66.26) (2.95) (15.95) (79.26) (283.72)
Capital Work-in-Progress 26.01
(20.99)
Total 308.73
(304.71)
Notes :
(1) Figures in brackets are in respect of previous year.
(2) Buildings include improvements to leasehold premises and an amount of `250 (2011-2012: `250) representing value of
Shares in Co-operative Housing Societies/Condominium .
(3) Buildings include Net block of ` 15.53 crores(2011-12-` 15.80 crores)which have been given under operating leases.
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Notes Forming Part of the Balance Sheet and Profit & Loss Account
Note 3 SIGNIFICANT ACCOUNTING POLICIES
3.1 Basis of preparation of accounts
The financial statements are prepared on the accrual basis of accounting and in accordance with the Accounting
Standards notified by the Companies (Accounting Standards) Rules,2006 and refered to in Section 211(3C) of
the Companies Act,1956
3.2 Fixed Assets and Depreciation
(a) Fixed Assets are stated at cost less depreciation. 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 the provisions of Schedule XIV to the
Companies Act, 1956 as under: -
(i) In respect of the assets of the Retail Business on “Straight Line” method.
(ii) In respect of all other assets on “Written Down Value” method.
(iii ) Leasehold land is amortised over the period of lease remaining as at the date of their capitalisation.
(iv) Improvement to leasehold premises are depreciated over the period of lease remaining as at the
date of their capitalisation.
(v) 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 as under :
Raw materials, packing materials and stores & spares : at cost.
Finished Products : at lower of cost or net realisable value.
3.5 Income
(a) Sale of goods is recognised on delivery to customers
(b) Other operating revenues are accounted on accrual basis.
(c) Interest income is accounted on accrual basis.
(d) Dividend income is accounted when right to receive payment is established.
3.6 Retirement Benefits
3.6.1 Defined Contribution Plans
a) Company’s contributions during the year towards Government administered Provident Fund,
Family Pension Fund, ESIC and Labour Welfare Fund are charged to the Profit and Loss Account as
incurred.
b) Company’s contributions during the year towards Superannuation to the Superannuation Trust
administered by a Life Insurance Company are recognized in the Profit and Loss Account as incurred.
3.6.2 Defined Benefit Plans
a) 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.
b) Provision for other retirement / post retirement benefits in the forms of pensions, medical benefits
and long term compensated absences (leave encashment) has been made on the basis of actuarial
valuation.
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Notes Forming Part of the Balance Sheet and Profit & Loss Account (Contd.)
3.7 Foreign Currency Transactions
Foreign Currency transactions are accounted at the rates prevailing on the date of transaction.
Year end current assets and liabilities are translated at the exchange rate ruling on the date of the Balance
Sheet.
Exchange differences on settlement/conversion are adjusted to the Profit and Loss Account.
3.8 Employee Stock Option Scheme (ESOS)
In respect of Options granted under the Company’s Employee Stock Options Scheme (ESOS), in accordance
with guidelines issued by SEBI , the accounting value of options is accounted as Deferred Employee
Compensation, which is amortised on a straight line basis over the vesting period.
3.9 Provisions and Contingent Liabilities
The Company recognises a provision when there is a present obligation as a result of past event that probably
requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A
disclosure for contingent liability is made when there is possible obligation or a present obligation that may,
but probably will not, require an outflow of resources. Where there is a possible obligation or present obligation
that the likelihood of outflow of resources is remote, no provision or disclosure is made.
3.10 Taxation
(a) Current Tax comprises of Provision for Income Tax and Wealth Tax is determined in accordance with the
provisions of Income Tax Act, 1961 and the Wealth Tax Act, 1957.
(b) Deferred tax is recognised on timing difference between the taxable income and accounting income
that originate in one period and are capable of reversal in one or more subsequent periods.
3.11 Leases
Lease arrangements where the risks and rewards incident to ownership of an asset substantially vest with the
lessor are recognised as operating leases. Lease rents under operating leases are recognised in the Profit and
Loss Account on straight line basis.
3.12 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.
3.13 Impairment of Assets
The carrying value of assets / cash generating units at each Balance Sheet date are reviewed for impairment. If
any indication of impairment exists, the recoverable amount of such assets is estimated and impairment is
recognised, If the carrying amount of these assets exceeds their recoverable amount.The recoverable amount
is the greater of the net selling price and their value in use.When there is indication that an impairment loss
recognised for an asset in earlier accounting periods no longer exists or may have decreased, such reversal of
impairment loss is recognised in the Statement of Profit & Loss, except in case of revalued assets.
Note 4 OTHER SIGNIFICANT NOTES
4.1 Capital and Other Commitments
(a) Capital Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for `
18.89 crores (2011-2012 : `20.98 crores)
(b) Other Commitments (As Certified by the Management)
(i) The company has given undertakings to the lenders of its subsidiaries, Landmark Limited and
Westland Limited restricting its rights to sell the shares of Landmark Limited and Westland Limited
held by it.
(ii) Certain Key arrangements of the Company
The Company has agreements in respect of the following and the parties inter-se have certain
rights and obligations,also covering certain affirmative and shareholding related provisions,
commensurate with arrangements of this nature:
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Notes Forming Part of the Balance Sheet and Profit & Loss Account (Contd.)
- Joint venture with Inditex Group to open Zara stores in India
- Strategic Association with Tesco Plc in respect of the Star Bazaar hypermarket business involving
interalia a franchise and wholesale supply arrangement
- Trent Hypermarket Limited’s Joint venture with a Xander Group fund for development of shopping
centres in which Star Bazaar would be an anchor tenant.The said arrangement has since been
terminated in April 2013.
- TVS private equity fund has an option to invest in a minority stake in Westland Limited a subsidiary
of the Company .
4.2 Contingent Liabilities and Claims
(a) Contingent Liability in respect of Sales tax, Excise and Customs demands against which the Company
has filed appeals ` 0.10 crores (2011-2012: `0.68 crores) - net of tax ` 0.07 crores (2011-2012 :
`0.46 crores).
(b) Contingent Liability in respect of Income-tax demands against which the Company has filed appeals :
` 2.14 crores (2011-2012 :` 2.11 crores).
(c) Claims made against the Company not acknowledged as debts (As certified by the management):
` 7.83 crores (2011-2012 : `15.43 crores)
(d) Corporate Guarantee given on behalf of a Subsidiary: ` 162.52 crores (2011-2012 :` 15.00 crores)
(e) Disclosure as required by AS 29 : Provision for Contingencies
(` In Crores)
Particulars Amount as at Provisions Amount adjusted / Amount as at
beginning of made during reversed during end of
the year the year the year the year
Provision made as a matter of
abundant caution against items
(a), (b) and (c) above, which are
disputed by the Company. 2.05 - - 2.05
Provision for disputed expenses 6.00 - 5.71 0.29
Total 8.05 - 5.71 2.34
4.3 Commission to the Non-Executive Directors - The Board of Directors have approved commission of upto
` 1 Crore to Non-Executive Director’s for the year 2012-13 .The commission in excess of the maximum amount
prescribed under Section 198 and Section 309 of the Companies Act 1956 amounting to ` 0.42 crores is subject
to approval of the shareholders and the Central Government .
31.03.2013 31.03.2012
` `
4.4 (i) Note 2.7 General Expenses include : in Crores in Crores
(a) Auditors’ Remuneration -
Audit Fees 0.11 0.11
Fees for Taxation matters 0.01 0.03
Other Services 0.06 0.07
Reimbursement of out-of-pocket expenses 0.01 0.02
(b) Provision/ Write Off (+) Write back (-) for doubtful debts/
advances (net) (0.17) 1.05
(ii) Expenses on Amalgamation / Securities / Warrant Issue debited to
Securities Premium include auditors remuneration - other services
(Full Figure for the year ` 44944/-) 0.00 0.06
4.5 Gain on foreign exchange fluctuation (net) credited to the profit and loss account amounted to `0.42 crores
(2011-2012 : gain `0.39 crores).
4.6 There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding
for more than 45 days as at 31st March, 2013. This information as required to be disclosed under the
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Notes Forming Part of the Balance Sheet and Profit & Loss Account (Contd.)
Micro, Small and Medium Enterprise Development Act, 2006 has been determined to the extent such parties
have been identified on the basis of information available with the Company. This has been relied upon by the
Auditors.
4.7 There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as at
31st March, 2013 except ` 0.05 crores (2011-2012 : `0.05 crores) which is held in abeyance due to legal cases
pending.
4.8 (i) Out of the proceeds of the issue of Cumulative Convertible Preference Shares (CCPS) of ` 489.66 crores
in 2010-11, `356.37 crores have been utilised towards objects of the issue and pending utilisation the
balance amount is invested mainly in mutual funds and money market instruments.
(ii) Proceeds of the issue of equity shares to Qualified Institutional Buyers of ` 250 crores in year 2011-12
have been utilised towards objects of the issue .
(iii) Out of the proceeds of the issue of Equity shares to Promoters Group on preferential basis of ` 150
crores in the current year, `8.60 crores have been utilised towards objects of the issue.
4.9 Provision for taxation is inclusive of the tax impact on account of the securities issue expenses and premium
on redemption of debentures debited to the Securities Premium Account. The Company has taken credit for
MAT which it is entitled on future taxable profits.
4.10 (a) The Company has entered into lease agreement for assets taken on operating lease which range between
three years and six years. These are renewable by mutually agreeable terms. The future minimum lease
payments under non-cancellable operating leases are as under :
2012-2013 2011-2012
` `
in Crores in Crores
i) Not later than one year 9.27 14.83
ii) Later than one year and not later than five years 17.25 14.22
iii) Later than five years Nil Nil
(b) The company has entered into lease agreement for assets given on operating lease which range between
three years and five years . These are renewable by mutually agreeable terms. The future minimum lease
receipts under non-cancellable operating leases are as under :
2012-2013 2011-2012
` `
in Crores in Crores
i) Not later than one year Nil 2.55
ii) Later than one year and not later than five years Nil Nil
iii) Later than five years Nil Nil
4.11 SALES, PURCHASES, OPENING AND CLOSING STOCKS (1.4.2012 to 31.3.2013)
SALES PURCHASES OPENING STOCK CLOSING STOCK
Class of Goods ` ` ` `
in Crores in Crores in Crores in Crores
Apparels/Household items etc. 931.94 493.12 176.62 182.29
(817.81) (492.00) (127.12) (176.62)
Others 0.88 0.62 - -
(0.92) (0.62) - -
Total 932.82 493.74 176.62 182.29
(818.73) (492.62) (127.12) (176.62)
Notes :
(i) Closing stock is after adjusting samples, free gifts, damaged goods and shortages.
(ii) Figures in brackets are in respect of previous year.
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Sixty-First Annual Report 2012-2013
Notes Forming Part of the Balance Sheet and Profit & Loss Account (Contd.)
4.12 Disclosure in terms of Clause 32 of Listing Agreement regarding loans and advances in the nature of loans to
Subsidiaries:
a) Details of loans and advances in the nature of loans
Name of Company Balance Maximum Amount
as at Outstanding
31.03.2013 during the year
` in Crores ` in Crores
Fiora Link Road Properties Limited Subsidiary 32.11 32.11
Landmark E-tail Ltd Subsidiary 13.25 13.25
Landmark Ltd Subsidiary 54.00 54.00
Nahar Retail Trading Services Limited Subsidiary 7.20 7.80
Trent Brands Limited Subsidiary 34.00 48.50
Trent Hypermarket Limited Subsidiary 10.75 203.25
b) Details of Investments made by the loanees in the shares of the Company and subsidiaries as on
31.03.2013 are as under
Investor Company Invested In ` in Crores
Fiora Link Road Properties Limited Landmark Limited 32.13
Trent Brands Limited Fiora Services Limited 8.55
Notes:
1) Loan to Fiora Link Road Properties Limited and Trent Brands Limited are free of interest.
2) All above loans are repayable after three years from the date of disbursement/renewal.
74
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Notes Forming Part of the Balance Sheet and Profit & Loss Account (Contd.)
4.15 EXPENDITURE IN FOREIGN CURRENCY :
2012-2013 2011-2012
` `
in Crores in Crores
(a) Travelling Expenses 0.53 0.21
(b) Consultancy Fees (Net of Tax deducted at source) 2.32 1.61
(c) Payments on other accounts 3.48 1.35
TOTAL 6.33 3.17
* Represents sale of goods which are collected in Foreign Currency through International Credit Cards,
as certified by the collecting bankers.
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” issued by ICAI.
4.18 RELATED PARTY TRANSACTIONS :
Related parties are as certified by the management.
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, 2013)
Fiora Services Limited - Subsidiary Company.
(Nil Holding by Trent Limited as at 31st March, 2013)
(89.88% Equity Share Capital is held by Trent Brands Limited as at 31st March, 2013)
Nahar Retail Trading Services Limited - Subsidiary Company
(100% Equity Share Capital is held by Trent Limited as at 31st March, 2013)
Fiora Link Road Properties Limited - Subsidiary Company
(100% Equity Share Capital is held by Trent Limited as at 31st March, 2013)
Landmark Limited - Subsidiary Company
(85.94% Equity Share Capital is held by Trent Limited as at 31st March, 2013)
(14.06% Equity Share Capital is held by Fiora Link Road Properties Limited as at 31st March, 2013)
Westland Limited - Subsidiary Company
(96.64% Equity Share Capital is held by Trent Limited as at 31st March, 2013)
Landmark E-Tail Private Limited - Subsidiary Company
(Subsidiary of Trent Limited uptill 07.08.2012. Subsidiary of Landmark Limited . w.e.f. 08.08.2012)
(100% Equity Share Capital is held by Landmark Limited as at 31st March, 2013)
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Sixty-First Annual Report 2012-2013
Notes Forming Part of the Balance Sheet and Profit & Loss Account (Contd.)
Trent Hypermarket Limited - Subsidiary Company.
(100% Equity Share Capital is held by Trent Limited as at 31st March, 2013)
Trent Global Holdings Limited-Subsidiary Company
(100% Equity Share Capital is held by Trent Limited as at 31st March, 2013)
TREXA ADMC Private Limited - Subsidiary Company
(100% Equity Share Capital is held by Trent Limited as at 31st March, 2013)
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 the Company)
Joint Ventures
TREXA ADMC Private Limited
(Joint Venture of Trent Limited until 27.02.2013, subsidiary of Trent Ltd w.e.f 28th February, 2013)
(100% Equity Share Capital is held by Trent Limited as at 31st March, 2013)
Inditex Trent Retail India Private Limited
(49% Equity Share Capital is held by Trent Limited as at 31st March, 2013)
Virtuous Shopping Centres Limited
(66.66% Equity Share Capital is held by Trent Hypermarket Limited as at 31st March, 2013)
Commonwealth Developers Private Limited - Subsidiary Company of Virtuous Shopping Centers Limited
w.e.f. 11th November, 2011
(100% Equity Share Capital is held by Virtuous Shopping Centres Limited as at 31st March, 2013)
4.18.03 Directors/Manager of the Company
Non Executive Directors Mr. F. K. Kavarana
Mr. A. D.Cooper
Mr. K. N. Suntook ( resigned on 17th April 2012)
Mr. N. N. Tata
Mr. Zubin Dubash
Mr. Bhaskar Bhat
Mr. S. Susman
Mr. B. N. Vakil (appointed w.e.f 25th June 2012)
Chief Executive Officer & Manager Mr. Philip N. Auld
2012-2013 2011-2012
` `
in Crores in Crores
4.18.04 Sales to and Other recoveries from related parties
a) Subsidiaries 6.40 7.71
b) Associates 0.26 0.17
4.18.05 Purchase/other services from related parties
a) Subsidiaries 26.38 21.43
b) Associates 6.54 6.73
4.18.06 Purchases of Fixed Assets from related parties
a) Subsidiaries - 0.94
b) Associates - 0.40
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Notes Forming Part of the Balance Sheet and Profit & Loss Account (Contd.)
2012-2013 2011-2012
` `
in Crores in Crores
4.18.07 Remuneration to Directors / Manager* 4.20 3.94
4.18.08 Interest/Dividend received from related parties
a) Subsidiaries 8.70 32.91
b) Associates 0.26 0.14
4.18.09 Security Deposit Repaid
Subsidiaries 1.09 1.63
4.18.10 Interest/Dividend paid to related parties
a) Subsidiaries - 0.12
b) Associates 4.09 3.80
c) Directors 0.05 0.04
4.18.11 Purchase of Equity Shares of
Subsidiaries - 0.01
4.18.12 Sale of Equity Shares
Subsidiaries 0.01 -
4.18.13 Subscription to Share Capital
Subsidiaries 162.56 201.99
4.18.14 Loan Given to
Subsidiaries 243.32 211.39
4.18.15 Loan Repaid by
Subsidiaries 323.35 241.03
4.18.16 Security deposit receivable as on 31.03.2013
a) Subsidiaries 2.50 2.50
b) Associates 0.66 0.66
4.18.17 Security deposit payable as on 31.03.2013
Subsidiaries 0.19 1.28
4.18.18 Investments Purchased during the year
Subsidiaries 8.05 -
4.18.19 Investments Sold during the year
Subsidiaries - 6.50
4.18.20 Guarantee given as on 31.03.2013
Subsidiaries 162.52 15.00
4.18.21 Guarantee Given during the year
Subsidiaries 147.52 -
4.18.22 Loan outstanding as on 31.03.2013
Subsidiaries 151.31 231.34
4.18.23 Outstanding Receivables as on 31.03.2013
Subsidiaries 0.16 1.22
4.18.24 Outstanding Payables as on 31.03.2013
a) Subsidiaries 0.60 0.00
b) Associates 1.67 1.44
4.18.25 Issue of Equity Shares
Associates 78.45 -
4.18.26 Redemption of Preference Shares by
a) Subsidiaries 7.00 1.01
b) Associates 2.00 -
* Commission/Performance Awards considered on payment basis
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Notes Forming Part of the Balance Sheet and Profit & Loss Account (Contd.)
4.19 EMPLOYEE BENEFITS
(a) Defined Benefit Plans - Gratuity, Pension and Medical Benefits (As per actuarial valuations as on 31st March 2013)
` in Crores
GRATUITY (Fully funded) Pension
LIC Tata AIG and Medical
Administered Administered Trust Benefits
Trust (non funded)
As on As on As on As on As on As on
31st 31st 31st 31st 31st 31st
March March March March March March
2013 2012 2013 2012 2013 2012
I Change in Obligation during the year ended
1 Present value of obligations as at beginning of year 1.79 1.32 0.40 1.00 1.61 1.69
2 Interest cost 0.19 0.14 0.03 0.07 0.13 0.13
3 Current Service Cost 0.42 0.33 0.03 0.03 0.00 0.00
4 Actuarial (gain)/loss on obligations 0.01 0.49 (0.02) (0.38) 0.01 (0.07)
5 Past Service Costs 0.00 0.00 0.00 0.00 0.00 0.00
6 Liabilities assumed on Acquisition / (Settled on Divestiture) (0.01) (0.38)
7 Benefits Paid (0.11) (0.10) (0.07) (0.32) (0.14) (0.14)
8 Present value of Defined Benefit Obligation at the end of the year 2.29 1.79 0.37 0.40 1.61 1.61
II Change in Assets during the Year ended
1 Plan assets at the beginning of the year 1.58 1.14 0.77 1.03 0.00 0.00
2 Expected return on plan assets 0.14 0.10 0.05 0.08 0.00 0.00
3 Contributions by Employer 0.92 0.38 0.00 0.00 0.14 0.14
4 Assets acquired on Acquisition / (Distributed on Divestiture)
5 Funds Transfer In
6 Actual benefits paid (0.11) (0.10) (0.07) (0.32) (0.14) (0.14)
7 Actuarial gains/ (losses) 0.01 0.04 0.00 (0.03) 0.00 0.00
8 Plan Assets at the end of the year 2.53 1.55 0.75 0.77 - -
III Net Asset/(Liability) recognized in the Balance Sheet
1 Present Value of Defined Benefit Obligation 2.29 1.79 0.37 0.40 1.61 1.61
2 Fair value of plan assets 2.52 1.58 0.75 0.77 0.00 0.00
3 Amount not recognised as an Asset (limit in Para 59(b) of
Accounting Standard 15) (0.13) (0.12)
4 Fund status (Surplus/(Deficit)) 0.24 (0.21) 0.25 0.24 (1.61) (1.61)
5 Net Assets /(Liability) 0.24 (0.21) 0.25 0.24 (1.61) (1.61)
IV Expenses recognized in the statement of Profit and Loss
1 Current Service cost 0.42 0.33 0.03 0.03 0.00 0.00
2 Interest Cost 0.19 0.14 0.03 0.07 0.13 0.13
3 Expected return on plan assets (0.14) (0.10) (0.05) (0.08) 0.00 0.00
4 Net Actuarial (Gains)/Losses (Net of Opening Actuarial gain/(loss)
adjustment) (0.00) 0.45 (0.02) (0.35) 0.01 (0.07)
5 Past Service Cost 0.00 0.00 0.00 0.00 0.00 0.00
6 Net effect of Transfer in 0.00 0.00 0.00 0.00 0.00 0.00
7 Effect of the limit in Para 59(b) of Accounting Standard 15 0.01
8 Expenses recognised in statement of Profit and Loss 0.47 0.81 (0.02) (0.34) 0.14 0.07
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 - 0.06 N.A. N.A.
VIII Actuarial Assumptions
1 Discount Rate 8.05% 8.50% 8.05% 8.50% 8.50% 8.50%
2 Expected rate of return on plan assets 7.50% 7.50% 7.50% 7.50% N.A. N.A.
3 Mortality Table LIC (1994-96) Ultimate N.A. N.A.
4 Retirement Age 58 Years/ 58 Years/ 60 Years 60 Years N.A. N.A.
60 years 60 years
NOTES :
(a) The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority , promotion and other relevant
factors, such as supply and demand in the employment market.
(b) Leave Encashment (Long term compensated absences ) recognised as Expense for the year is ` 0.81 Crores (2011-12 : Income of ` 1.54 crores)
(c) Defined Contribution Plans 2012-2013 2011-2012
Company’s Contributions to defined Contribution Plans recognised as expense for the year as under:
1 Towards Superannuation Fund 0.06 0.07
2 Towards Government Administered Provident Fund / Family Pension Fund 2.15 2.10
3 Towards Employees State Insurance / Labour Welfare Fund 0.89 1.07
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Notes Forming Part of the Balance Sheet and Profit & Loss Account (Contd.)
4.20. Interests in Joint Venture:
The Company’s interests, as a venture, in jointly controlled entities are:
Name Country of % of ownership % of ownership
Incorporation interest as at interest as at
31st March 2013 31st March 2012
TREXA ADMC Private Limited India 100% * 50%
Inditex Trent Retail India Private Limited India 49% 49%
* Since the company has become a wholly owned subsidiary of Trent Limited , the figures for 31st March 2013
are not considered.
For the year ended For the year ended
31st March 2013 31st March 2012
` in Crores ` in Crores
I Income
1. Income From Operations 198.35 126.72
2. Other Income 3.13 0.66
II Expenditure
1. Purchases of Stock-in-Trade 106.44 72.34
2. Changes in inventories of finished goods
work-in-progress and Stock-in-Trade
[(Accretion)/decretion] (5.14) (6.62)
3. Employee Benefit Expenses 6.97 4.69
4. Other Expenses 46.20 23.10
5. Depreciation 6.57 5.88
6. Exceptional Item 4.94 -
Assets:
III Non Current Assets
1. Fixed Assets
Tangible 46.65 41.91
Capital Work in Progress 18.21 6.58
2. Deferred tax Asset/(Liabilities) 0.65 0.58
3. Long term Loans and Advances 14.04 6.24
IV Current Assets
1. Investments (Full figure for previous year `4300/-) - 0.00
2. Inventories 20.31 15.17
3. Trade Receivables - -
4. Cash and bank balances 40.97 19.11
5. Short term loans and Advances 1.51 3.64
6. Other Current Assets 0.09 -
Liabilities:
V Non Current Liabilities
1. Other Long term liabilities 6.77 6.31
2. Long term provisions 0.17 0.07
VI Current Liabilities
1. Trade Payables 46.65 23.90
2. Other Current Liabilities 4.97 1.87
3. Short term Provisions 1.01 0.24
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Notes Forming Part of the Balance Sheet and Profit & Loss Account (Contd.)
4.21. EARNINGS PER SHARE (EPS) :
2012-2013 2011-2012
(a) Weighted Average Number of shares outstanding
during the year.
i) For Basic Earnings Per Share 3,06,08,095 2,27,74,714
ii) For Diluted Earnings Per Share
No of shares for Basic EPS as per a(i) 3,06,08,095 2,27,74,714
Add: Dilutive Potential Equity Shares in respect
of Cumulative Convertible Preference shares 9,58,644 24,62,294
No of shares for Diluted Earnings Per Share 3,15,66,739 2,52,37,008
(b) Net Profit/(Loss) after Tax available for Equity
Shareholders (Rupees in crores) 62.26 47.27
(c) Less : Dividend to Preference Shareholders and
applicable dividend distribution tax there on 0.02 0.02
(d) Net Profit/(Loss) after Tax available for 62.24 47.25
Equity Share Holders ( Rupees in crores)
(e) Earnings Per Share (`) Face value of `10/-
Basic 20.34 20.75
Diluted 19.72 18.73
4.22. The Board of Directors of the Company at its meeting held on 4th March 2013 has approved a Scheme of
Amalgamation and Arrangement (‘The Scheme’) between Landmark Limited (‘Landmark’), Fiora Link Road
Properties Limited (‘Fiora’) and TREXA ADMC Private Limited (‘Trexa’) with the Company. The Appointed Date
for the merger shall be 1st April 2013. As Landmark, Fiora and Trexa are wholly owned subsidiaries of the
Company, no shares of the Company will be issued and allotted 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
High Court of Judicature at Bombay and subject to all such requisite approvals from the relevant regulatory
authorities and sanction of the High Court of Judicature at Bombay.
4.23. Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current
year’s classification / disclosure.
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PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956, RELATING TO SUBSIDIARY COMPANIES BELOW :
Trent Fiora Nahar Retail Fiora Link Trent Virtuous Trent Landmark Westland Landmark Commonwealth Trexa ADMC
Brands Services Trading Road Hypermarket Shopping Global Limited # Limited E-Tail Developers Private
Limited Limited* Services Properties Limited Centres Holdings Limited ## Private Limited Limited
Limited Limited Limited ** Limited ***
1. The financial period of the Subsidiary
Company ended on 31st March 31st March 31st March 31st March 31st March 31st March 31st March 31st March 31st March 31st March 31st March 31st March
2013 2013 2013 2013 2013 2013 2013 2013 2013 2013 2013 2013
2. Fully paid Shares of the Subsidiary
Company held by the Company on
the above date :
(a) Number of Equity Shares 32,50,000 136,530 1,996 50,000 73,420,790 2,187,796 3,547,125 7,314,677 2,739,805 5,000 72,659 4,415,000
(b) Extent of holding 100 % 89.88% 100 % 100 % 100 % 66.66% 100 % 100.00% 96.64% 100% 66.66% 100%
3. The net aggregate of profit of the
Subsidiary Company’s financial year,
so far as they concern the members of
the Company were :-
(a) Dealt with in the accounts of the
company for the year ended
31st March, 2013 (Rs. in crores) Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
(b) Not dealt with in the accounts of
the company for the year ended
31st March, 2013 (Rs. in crores) (0.33) 0.35 0.03 - (72.05) (0.02) (0.09) (38.46) (3.10) (1.72) - 0.04
(Full figure in Rs) (42,361.00) - -
4. The net aggregate of profits of the
Subsidiary Company for the previous
financial years, so far they concern the
members of the company were :-
(a) Dealt with in the accounts of the
Company for the year ended
31st March, 2013 (Rs. in crores) Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
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Other Matter
a) We did not audit the financial statements of the subsidiary Landmark Limited. The financial statements
of Landmark Limited reflect total net assets of `652.01 lakhs as at March 31, 2013 and total revenue
of `20,019.31 lakhs and the net cash inflow amounting to `160.99 lakhs for the year ended on that
date, as considered in the consolidated financial statements. These financial statements and other
information of the subsidiary have been audited by other firm of Chartered Accountants, and our
opinion, in so far as it relates to the amounts included in respect of the subsidiary are based solely
on their audit report.
b) We did not audit the financial statements of the subsidiary Westland Limited, whose financial
statements reflect total net assets of `549.49 lakhs as at March 31, 2013 and total revenue of
`2,785.65 lakhs and the net cash outflow amounting to `16 lakhs for the year ended on that date, as
considered in the consolidated financial statements. These financial statements and other information
of the subsidiary have been audited by other firm of Chartered Accountants and our opinion, in so
far as it relates to the amounts included in respect of the subsidiary are based solely on their
audit report.
d) We did not audit the financial statements of the subsidiary Trexa ADMC Private Limited, whose
financial statements reflect total net assets of `28.22 lakhs as at March 31, 2013 and total revenue of
`5.23 lakhs and the net cash inflow amounting to `5.18 lakhs for the year ended on that date, as
considered in the consolidated financial statements. These financial statements and other information
of the subsidiary have been audited by other firm of Chartered Accountants, and our opinion, in so
far as it relates to the amounts included in respect of the subsidiary are based solely on their
audit report.
e) We did not audit the financial statements of the foreign subsidiary Trent Global Holdings Limited,
whose financial statements reflect total net assets of `22.09 lakhs as at March 31,2013 and total
revenue of `Nil lakhs and the net cash inflow amounting to `14.18 lakhs for the year ended on that
date, as considered in the consolidated financial statements. These financial statements and other
information of the subsidiary have been audited by other firm of Chartered Accountants, duly qualified
to act as auditor in the country of incorporation of such subsidiary and our opinion, in so far as it
relates to the amounts included in respect of the subsidiary are based solely on their audit report.
f ) We did not audit the financial statements of the joint venture Inditex Trent Retail India Private
Limited, whose financial statements reflect total net assets of `16,913.38lakhs as at March 31, 2013
and total revenue of `41,119.33 lakhs and the net cash inflow amounting to `4,484.21 lakhs for the
year ended on that date, as considered in the consolidated financial statements. These financial
statements and other information of the joint venture have been audited by other firm of Chartered
Accountants, and our opinion, in so far as it relates to the amounts included in respect of the joint
venture are based solely on their audit report.
Y.N. THAKKAR
Partner
Membership No. 33329
Place : Mumbai
Date : 29th May, 2013
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Consolidated Profit & Loss Statement for the year ended 31st March 2013
(` in Crores)
Particulars Note Page Figures for the Figures for the
No. No. year ended year ended
31st March 2013 31st March 2012
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(b) Others
(i) Redemption Premium of Debentures 125.73 120.05
(Refer point 1,2,3,4,5 of Note 1.3, Page 92-93)
(ii) Rent SLR Equalisation 0.33 0.81
126.06 120.86
134.22 128.72
(c) Share of Joint Ventures 0.17 0.07
134.39 128.79
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Notes:
Details of security for the secured short-term borrowings:
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Notes :
(1) Figures in brackets are in respect of previous year.
(2) Buildings include improvements to leasehold premises and an amount of ` 250 (2011-2012: `250) representing value of
Shares in Co-operative Housing Societies/Condominium .
(3 Buildings include Net block of ` 15.53 crores(2011-12-` 15.80 crores)which have been given under operating leases.
(4) During the year, the Company has provided for an impairment of certain fixed assets in terms of Accounting Standard-28-
Impairment of Assets.
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Dividend Income
Dividend from Current Investments 0.00 0.27
(Full figure for the year `8010)
Dividend from Long Term Investments 0.43 0.90
0.43 1.18
Profit on Sale of Investments
Profit on sale of current investments(Net) 19.86 11.73
Profit on sale of Long Term Investments(Net) 12.47 6.64
32.33 18.36
Other Non Operating Income - 0.45
Excess provision no longer required written back 6.33 0.06
Profit on Fixed Assets sold/discarded (Net) 1.52 -
Total 61.35 53.80
100
A Enterprise
Interest Expense
Debentures 11.19 6.89
Fixed Loans 4.59 3.05
Others 0.07 0.07
Applicable net gain/loss on foreign currency transactions
and translation. - 0.04
Total 15.85 10.05
15.98 10.35
101
Sixty-First Annual Report 2012-2013
Income
Excess provison for contingencies not required written back (0.97) -
Profit on sale of fixed assets - (0.95)
Expenses
Provision for Contingency for Disputed Expenses - 6.00
Restructuring Costs - 3.16
Provision for Impairment Loss (Refer Note 1.10 (4), Page 96) 2.00 -
Net (Income)/Expenses 1.03 8.21
102
A Enterprise
Notes on the Consolidated Balance Sheet and Profit & Loss Account (Contd.)
3. CONSOLIDATED SIGNIFICANT ACCOUNTING POLICIES
3.1 Basis of preparation of accounts
3.1.1 The consolidated financial statements have been prepared in accordance with the accounting standard
21 ( AS -21) “Consolidated Financial Statements” and Accounting Standard-27 (AS-27) “Financial
Reporting of Interest in Joint Ventures” issued by the Institute of Chartered Accountants of India. The
consolidated financial statements are prepared by consolidating the accounts of Trent Limited with its
subsidiaries, Trent Brands Limited, Fiora Services Limited, Nahar Retail Trading Services Limited, Fiora
Link Road Properties Limited, Trent Hypermarket Limited, Trent Global Holdings Limited, Landmark
Limited, Westland Limited , Landmark E-Tail Limited ,Trexa ADMC Private Limited and Joint Venture -
Inditex Trent Retail India Private Limited, Virtuous Shopping Centres Limited (Joint Venture of Trent
Hypermarket Limited), Commonwealth Developers Private Limited - (Subsidiary Company of Virtuous
Shopping Centres Limited)
(a) Depreciation in respect of Landmark Limited: Depreciation is provided on Straight Line Method at
the rates specified in Schedule XIV of the Companies Act, 1956 except for the following assets, which
are depreciated at rate higher than that specified in Schedule XIV based on useful life of the assets as
estimated by the Management .
Asset Useful Life
(Years)
(a) Motor Cars and Other Vehicles 5
(b) Office Equipment 5
(c) Furniture and Fixtures 10
(d) Plant and Machinery 10
(e) Computers and data processing equipments 6
Leasehold improvements are depreciated over its economic useful life, not exceeding a maximum
period of 10 years.
Computer Software is amortised over a period of six years
(b) Depreciation in respect of Westland Limited: Depreciation is provided on Written Down Value Method
at the rates specified in Schedule XIV of the Companies Act, 1956. Leasehold improvements are
depreciated over the lease period not exceeding 5 years. Computer application software is fully
depreciated in the year of addition.
(c) Depreciation in respect of Trent Brands Limited: Depreciation has been provided in accordance
with Schedule XIV of the Companies Act, 1956 on “Written Down Value” method.
(d) Depreciation in respect of Inditex Trent Retail Private Limited: Depreciation on fixed assets is
provided on straight line method over the useful life of assets estimated by the management. The
rates used by the management are higher than rates specified in schedule XIV to the Companies Act,
1956 . During the current year, the Company has revised the estimated useful life of the following fixed
assets:
Tangible Asset Revised useful life in years Old useful life in years
Furniture and Fixtures 9 7
Computers 5 4
Office Equipment 9 7
Lease hold improvements 9 7
Alarm and Mannequins 3 9
Accordingly, depreciation charge for the year is lower by ` 2.71 crores (previous year ` Nil).
(e) Other significant accounting policies are set out in the Notes to Accounts under the Notes “Significant
Accounting Policies” of Trent Limited, Trent Brands Limited, Fiora Services Limited, Nahar Retail Trading
Services Limited, Fiora Link Road Properties Limited , Trent Hypermarket Limited, Trent Global Holdings
Limited, Landmark Limited, Westland Limited, Landmark E-Tail Limited, Virtuous Shopping Centres
Limited,Trexa ADMC Private Limited,Inditex Trent Retail India Private Limited and Commonwealth
Developers Private Limited.
103
Sixty-First Annual Report 2012-2013
Notes on the Consolidated Balance Sheet and Profit & Loss Account (Contd.)
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
` 23.95 Crores (2011-2012: `25.22 Crores).
Share of Joint Venture ` 8.86 Crores( 2011-2012 : `0.20 Crores)
(b) Other Commitments (As Certified by the Management)
(i) The company has given undertakings to the lenders of its subsidiaries, Landmark Limited and
Westland Limited restricting its rights to sell the shares of Landmark Limited and Westland
Limited held by it.
(ii) Certain Key arrangements of the Company
The Company has agreements in respect of the following and the parties inter-se have certain
rights and obligations,also covering certain affirmative and shareholding related provisions,
commensurate with arrangements of this nature:
1. Joint venture with Inditex Group to open Zara stores in India.
2. Strategic Association with Tesco Plc in respect of the Star Bazaar hypermarket business
involving interalia a franchise and wholesale supply arrangement.
3. Trent Hypermarket Limited’s Joint venture with a Xander Group fund for development of
shopping centres in which Star Bazaar would be an anchor tenant.The said arrangement
has since been terminated in April 2013.
4. TVS private equity fund has an option to invest in a minority stake in Westland Limited a
subsidiary of the Company .
4.2. Contingent Liabilities :
(a) Sales tax, Excise and Customs demands against which the Company has filed appeals: ` 1.16 Crores
(2011-2012: `1.87 Crores) - net of tax ` 0.07 Crores(2011-2012 : `0.46 Crores).
(b) Claims made against the Company not acknowledged as debts : ` 9.83 Crores (2011-2012 : `17.43
Crores).In respect of one of the subsidiaries amount not ascertained.
(c) Income-tax demands against which the Company has filed appeals : ` 47.28 Crores (2011-2012 :`47.10
Crores).
(d) Disclosure as required by AS 29 : Provision for Contingencies
(` In Crores)
Particulars Amount as at Provisions Amount adjusted/ Amount as at
beginning of made during reversed during end of
the year the year the year the year
104
A Enterprise
Notes on the Consolidated Balance Sheet and Profit & Loss Account (Contd.)
2012-2013 2011-2012
` `
4.3 (i) Note 2.6 General Expenses include : in Crores in Crores
(a) Auditors’ Remuneration -
Audit Fees 0.21 0.33
Fees for Taxation matters 0.03 0.07
Other Services 0.10 0.12
Reimbursement of out-of-pocket expenses 0.01 0.04
(b) Provision for doubtful debts/advances (net) 2.89 2.16
(ii) Debenture/Share issue expenses debited to Securities
Premium include :
Auditors’ Remuneration - Other Services (Full Figure ` 44,944/-) 0.00 0.06
4.4. Gain on foreign exchange fluctuation (net) credited to the profit and loss account amounted to ` 0.52 Crores
(2011-2012 : ` 1.44 Crores) including share of Joint Ventures ` 0.82 Crores (2011-12 :`(0.70)Crores)
4.5. 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, 2013. This information as required to be disclosed under the Micro, Small and
Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been
identified on the basis of the information available with the Company.
4.6. There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as at
31st March, 2013 except `0.05 Crores (2011-2012 : `0.05 Crores) which is held in abeyance due to legal cases
pending.
4.7. SEGMENT REPORTING :
2012-2013
Retailing Others Unallo- Total
cated Company
` in Crores ` in Crores ` in Crores ` in Crores
A SEGMENT REVENUE
1. External Revenue 2,115.13 23.64 59.38 2,198.15
(1,811.28) (27.85) (53.44) (1,892.57)
2. Intersegment Revenue - 2.12 - 2.12
(-) (6.00) (-) (6.00)
3. Total Revenue 2,115.13 25.76 59.38 2,200.27
(1,811.28) (33.85) (53.44) (1,898.57)
4. Less: Intersegment Revenue - 2.12 - 2.12
(-) (6.00) (-) (6.00)
NET SEGMENT REVENUE 2,115.13 23.64 59.38 2,198.15
(1,811.28) (27.85) (53.44) (1,892.57)
B RESULTS
1. Segment Results (46.03) (2.40) 59.90 11.47
(91.66) (3.89) (53.25) (42.30)
2. Interest Expense - - 15.99 15.99
(-) (-) (10.35) (10.35)
3. Exceptional Items (Income)/ Expense (0.97) - 6.94 5.97
(9.16) (0.89) (0.05) (8.21)
105
Sixty-First Annual Report 2012-2013
Notes on the Consolidated Balance Sheet and Profit & Loss Account (Contd.)
4.7. SEGMENT REPORTING :
2012-2013
Retailing Others Unallo- Total
cated Company
` in Crores ` in Crores ` in Crores ` in Crores
4. Provision for Taxation - - 27.71 27.71
(-) (-) (15.67) (15.67)
5. Excess tax provision for prior years (Net) - - (0.26) (0.26)
(-) (-) (12.76) (12.76)
6. Net Profit before Extraordinary items (45.06) (2.40) 9.52 (37.94)
(100.81) (3.00) (40.04) (63.77)
7. Extraordinary items - - - -
(-) (-) (17.35) (17.35)
8. Net Profit after Extraordinary items (45.06) (2.40) 9.52 (37.94)
(100.81) (3.00) (57.39) (46.42)
C SEGMENT ASSETS 1,303.65 24.24 881.28 2,209.17
(1,213.69) (23.87) (753.65) (1,991.21)
D SEGMENT LIABILITIES 476.89 13.36 480.36 970.61
(384.84) (14.45) (427.95) (827.27)
E CAPITAL EXPENDITURE 96.34 0.46 91.85 188.65
(169.85) (0.12) (0.81) (170.78)
F DEPRECIATION 44.47 0.26 0.02 44.75
(40.69) (0.37) (0.02) (41.08)
G NON CASH EXPENSES
Provision for Contingencies - - - -
(6.00) (-) (-) (6.00)
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 two subsidiaries
one of which is engaged in the business of book publishing and distibution and the other in consultancy
services respectively. Segment “Others” primarily includes book publishing and consultancy services.
(2) Segment-wise Revenue, Results and Capital Employed figures include the respective amounts identifiable to
each of the Segments. Other unallocable income, expenses and unallocated assets mainly relate to investments
of surplus funds.
(3) Figures in brackets are in respect of previous year.
(4) Previous year’s figures have been regrouped wherever necessary.
106
A Enterprise
Notes on the Consolidated Balance Sheet and Profit & Loss Account (Contd.)
4.8. RELATED PARTY TRANSACTIONS :
Related parties are as certified by the management
4.8.1 Related Parties with whom transactions have taken place during the year:
Associates: Tata Sons Ltd.
(Holds more than 20% of the Share Capital of the Company)
Joint Venture Inditex Trent Retail India Private Limited
Virtuous Shopping Centres Limited
Trexa ADMC Private Limited
(Joint Venture of Trent Limited until 27.02.2013 , subsidiary of
Trent Ltd w.e.f 28.02.2013)
4.8.2 Directors/Managers of the Company
Non Executive Directors Mr. F.K. Kavarana
{
Mr.A.D.Cooper
Mr.K.N.Suntook ( resigned on 17th April 2012)
Mr.N.N.Tata
Mr.Zubin Dubash
Mr.Bhaskar Bhat
Mr. S. Susman
Mr. B.N. Vakil ( appointed w.e.f 25th June 2012)
Chief Executive Officer & Manager Mr. Philip N. Auld
2012-2013 2011-2012
` `
in Crores in Crores
4.8.3 Sales to and Other recoveries from related parties
Associates 0.26 0.17
4.8.4 Purchase/other services from related parties
Associates 6.54 6.73
4.8.5 Interest/Dividend received from related parties
a) Associates 0.26 0.14
b) Joint Venture 3.79 1.47
4.8.6 Interest/Dividend paid to related parties
a) Associates 4.09 3.80
b) Directors 0.05 0.04
4.8.7 Subscription to Share Capital
Joint Venture - 3.03
4.8.8 Subscription to Debentures
Joint Venture - 37.97
4.8.9 Security deposit receivable as on 31.03.2013
Associates 0.66 0.66
4.8.10 Outstanding Receivables as on 31.03.2013
Joint Venture 5.28 1.91
107
Sixty-First Annual Report 2012-2013
Notes on the Consolidated Balance Sheet and Profit & Loss Account (Contd.)
2012-2013 2011-2012
` `
in Crores in Crores
4.8.11 Outstanding Payables as on 31.03.2013
Associates 1.67 1.44
4.8.12 Issue of Equity Shares
Associates 78.45 -
4.8.13 Remuneration to Directors / Manager* 4.26 4.01
4.8.14 Purchase of Fixed Assets from related parties
Associates - 0.40
* Commission/Performance Awards considered on payment basis
4.9 The Subsidiaries and Interest in Joint Venture considered in Consolidated Financial Statements are :
108
A Enterprise
Notes on the Consolidated Balance Sheet and Profit & Loss Account (Contd.)
4.9 The Subsidiaries and Interest in Joint Venture considered in Consolidated Financial Statements are : (Contd.)
109
Sixty-First Annual Report 2012-2013
Notes on the Consolidated Balance Sheet and Profit & Loss Account (Contd.)
4.10. EARNINGS PER SHARE (EPS) :
2012-2013 2011-2012
(a) Weighted Average Number of shares outstanding during the year.
i) For Basic Earnings Per Share 3,06,08,095 2,27,67,289
ii) For Diluted Earnings Per Share
No of shares for Basic EPS as per a(i) 3,06,08,095 2,27,67,289
Add: Dilutive Potential Equity Shares in respect of outstanding
options/Cumulative Convertible Preference Shares 9,58,644 24,62,294
No of shares for Diluted Earnings Per Share 3,15,66,739 2,52,29,583
(b) Net Profit/(Loss) after Tax available for Equity Shareholders
(Rupees in crores) (26.83) (37.76)
(c) Less : Dividend to Preference Shareholders and applicable
dividend distribution tax there on 0.01 0.02
(d) Net Profit/(Loss) after Tax After extra Ordinary item available for (26.84) (37.78)
Equity Share Holders ( Rupees in crores)
(e) Less : Extra Ordinary Item - 17.35
(f ) Net Profit/(Loss) after Tax Before extra Ordinary item available for (26.84) (55.13)
Equity Share Holders ( Rupees in crores)
(g) Earnings Per Share before Extra Ordinary Item(`) (Face value of `10/-)
Basic (8.76) (24.21)
Diluted (8.50) (21.85)
(h) Earnings Per Share After Extra Ordinary Item(`) (Face value of `10/-)
Basic (8.76) (16.59)
Diluted (8.50) (14.97)
4.11. The Board of Directors of the Company at its meeting held on 4th March 2013 has approved a Scheme of
Amalgamation and Arrangement (‘The Scheme’) between Landmark Limited (‘Landmark’), Fiora Link Road
Properties Limited (‘Fiora’) and Trexa ADMC Private Limited (‘Trexa’) with the Company. The Appointed Date
for the merger shall be 1st April 2013. As Landmark, Fiora and Trexa are wholly owned subsidiaries of the
Company, no shares of the Company will be issued and allotted 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
High Court of Judicature at Bombay and subject to all such requisite approvals from the relevant regulatory
authorities and sanction of the High Court of Judicature at Bombay.
4.12. Extra ordinary item represents profit of ` Nil (2011-12 ` 17.35 crores) - net of tax ` Nil (2011-12 ` 17.25
crores) on sale of investments by a subsidiary of the company
4.13. Other Notes as per Audited Accounts of Subsidiaries and Joint ventures
1 Landmark Limited
(a) Change in accounting policy-Landmark Limited
The Company during the year 2011-12, changed the method of valuation of stock from the
Specific Cost Identification method to the weighted average method consequent to the
introduction of ERP. Had the Company followed the same basis of valuation as in the previous
year, the losses for the previous year would have been higher and the inventory would have
been lower by `0.01 crores
110
A Enterprise
Notes on the Consolidated Balance Sheet and Profit & Loss Account (Contd.)
(b) The Finance Act, 2007 introduced service tax on “Renting of Immovable Property” with effect
from 1st June, 2007. The Company had entered into several agreements with Landlords / Mall
owners prior to the introduction of service tax on rent. The Delhi High Court through its
judgement dated 19th April, 2009 had set aside the operation of service tax on rent as ultra
vires. In the meanwhile, the Finance Act, 2010 has amended the Finance Act retrospectively with
effect from 1st June, 2007 levying service tax on “Renting of Immovable Property”. The case is
presently before the Supreme Court pending disposal.
The Company has paid and/or adequately provided for service tax on rent upto the period 31st
March, 2013 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 had deposited `1.49 crores being 50 % of the liability under such agreements and is
being grouped under “Short term Loans and Advances” and for the balance 50 % has given
Surety and General Bond to the Service Tax Department.
The liability of service tax on rentals under rent/lease agreements where there is no explicit
clause in the agreement on the reimbursement of service tax on rent by the Company, if any is
neither legally ascertainable nor quantifiable and will involve resolution with the counter parties
to the agreements.
(c) The Financial Statements have been prepared on a going concern basis despite significant
depletion of networth.
Also, the Board of Directors of the Company in their meeting held on March 4th, 2013 have
approved the scheme of merger of the Company with Trent Limited with effect from April
1,2013, subject to the approval of the Shareholder , Court and other regulatory compliances.
(d) Partnership Liabilities : During the year, the Company has received demand notices from the
Income tax Department amounting to ` 1.46 Crores pertaining to the Assessment Year 2001 –
02 to Assessment Year 2004-05, against which the Company has preferred appeals. The demands
pertain to years prior to conversion of the partnership firm into Limited Liability Company
under Chapter IX of the Companies Act. The erstwhile partners have executed a Deed of
Indemnity in favour of the Company to indemnify the prior period tax liabilities and hence
there is no liability on the Company.
During the year the Company incurred losses of ` 10.08 Crores in its proposed store in Phoenix market
city Kurla, Mumbai. Due to heavy rains in Mumbai, there was continuous water leakage in the store as
a result of which the Company stopped further work in the store and had to re-do the entire store
with new concept. The same is reflected as excecptional item to the extent of our share.
During the year 2011-12, Virtuous Shopping Centres Limited had aquired, 109000 fully paid equity
shares of ` 10 each from the erstwhile promoters of Commonwealth Developers Private Limited (the
company). The management after the takeover of the company from the erstwhile promoters had
decided to treat the inventory work in progress as fixed assets and consequently the opening balance
along with expenses incurred during the year 2011-12 had been treated as capital work in progress
since the construction of the assets is yet to be completed, all the expenses(net) incurred during the
year 2012-13 have been treated as capital work in progress. Such expenses incurred during the year
include finance cost of `5.64 Crores(previous year ` 2.17 Crores)
4 Westland Limited
As at March 31, 2013, 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, 2013 amounting to ` 8.08
111
Sixty-First Annual Report 2012-2013
Notes on the Consolidated Balance Sheet and Profit & Loss Account (Contd.)
Crores. Despite the erosion of substantial net worth, the financial statements have been prepared on a
going concern basis, as the promoters have committed towards providing continued operational and
financial support for the foreseeable future.
4.14. Commission to the Non-Executive Directors - The Board of Directors have approved commission of
upto ` 1 Crore to Non-Executive Director’s for the year 2012-13 .The commission in excess of the
maximum amount prescribed under Section 198 and Section 309 of the Companies Act 1956 amounting
to ` 0.42 crores is subject to approval of the shareholders and the Central Government .
4.15. Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the
current year’s classification / disclosure.
A. D. COOPER
112
A Enterprise
Trent Limited – Consolidated Cash Flow for the year ended 31st March 2013
1.4.2012to 1.4.2011 to
PARTICULARS 31.3.2013 31.3.2012
` ` `
in Crores in Crores in Crores
A CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before Taxes and Exceptional Items (4.53) (52.65)
Adjustments for :
Depreciation 44.77 41.08
Provision for doubtful debts written off 1.77 2.12
Unrealised foreign exchange gains (` 5,063) 0.00 0.01
Interest (net) (10.66) (25.78)
(Profit)/Loss on Fixed Assets sold/discarded (Net) 2.36 3.30
(Profit)/Loss on sale of Investments (32.33) (18.36)
Income From Investments (0.43) (1.18)
Rent Equilisation Reserve (0.24) 0.11
Unrealised foreign exchange loss/ (gain) (1.37) 0.27
Excess provision no longer required written back (5.65) (1.23)
Expired Gift Vouchers and Credit Notes W/back (1.03) (1.21)
Sundry credit balances written back (0.03) -
(2.84) (0.87)
Operating Profit Before Working Capital Changes (7.37) (53.52)
Adjustments for :
(Increase)/Decrease in Inventories 5.03 (51.96)
(Increase)/Decrease in Trade & Other Receivables (17.70) (109.45)
(Increase)/Decrease in Non Current Assets (3.79) 31.60
Increase/(Decrease) in Trade & Other Payables 83.15 120.28
Increase/(Decrease) in Non Current Liabilities (1.58) (6.67)
65.11 (16.20)
Cash generated from operations 57.74 (69.72)
Interest Income on Income tax refund 0.36 0.11
Direct Taxes Paid (26.79) (20.33)
Net Cash from Operating Activities 31.31 (89.94)
B CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (115.85) (163.23)
Sale of Fixed Assets 12.16 0.91
Purchase of Investments (1,171.17) (1,525.50)
Sale of Investments 1,013.03 1,449.94
Loans given (362.60) (50.70)
Repayment of Loans given 310.00 105.00
Profit on Investments in Certificate of Deposits 14.22 21.29
Interest received 23.90 24.47
Merger Expenses - (0.20)
Profit on Disposal of a subsidiary - (0.54)
Income From Investments 0.43 1.18
Net cash from Investing Activities (275.88) (137.38)
C CASH FLOW FROM FINANCING ACTIVITIES
Issue of securities 225.00 283.95
Redemption of Securities (Including Premium) - (59.68)
Issue expenses on securities (3.67) (4.97)
Unclaimed Securities application money (0.03) (0.08)
Long Term & Other borrowings 24.23 15.00
Repayment of Long Term & Other borrowings (65.00) (0.04)
Interest Paid (12.33) (9.37)
Dividend Paid (20.99) (17.44)
Net cash from Financing Activities 147.21 207.37
D EFFECT OF EXCHANGE FLUCTUATION ON TRANSLATION RESERVE 0.01 0.01
NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C+D) (97.35) (19.94)
CASH AND CASH EQUIVALENTS AS AT 01.04.2012(Refer Note 1.17, Page 98-99) 303.74 323.76
Add : Cash and Cash Equivalents taken over on Acqusition of Subsidiary 0.12 -
Less : Cash balance eliminated on sale of subsidiary - (0.08)
CASH AND CASH EQUIVALENTS AS AT 31.03.2013 (Refer Note 1.17, Page 98-99) 206.51 303.74
Notes: i) All figures in brackets are outflows
ii) Previous year’s figures have been regrouped wherever necessary
As per our report attached. For and on behalf of the Board,
For N. M. RAIJI & CO., F. K. KAVARANA Chairman
Chartered Accountants
Registration No.108296W N. N. TATA Vice Chairman
113
114
Summarised Financial Statement of Subsidiaries
Trent Brands Fiora Services Nahar Retail Fiora Link Road Trent Trent Global Landmark Westland Landmark Virtuous Shopping Commonwealth Trexa ADMC
Limited Limited Trading Services Properties Hypermarket Holdings Limited Limited E-Tail Limited Centres Limited Developers Private
Limited Limited Limited Limited # Private Limited Limited **
31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st
March March March March March March March March March March March March March March March March March March March March March March March March
2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012
` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` `
in in in in in in in in in in in in in in in in in in in in in in in in
crores crores crores crores crores crores crores crores crores crores crores crores crores crores crores crores crores crores crores crores crores crores crores crores
Capital 3.25 3.25 1.52 1.52 0.20 0.20 0.05 0.05 222.71 73.42 3.55 3.27 7.31 7.31 12.28 6.28 0.05 0.01 3.28 3.28 0.11 0.11 4.42 -
Reserves and Surplus 17.88 18.20 22.51 22.12 3.26 3.23 (0.02) (0.01) (105.39) (12.18) (3.63) (3.54) (0.79) 37.67 (6.79) (3.58) (1.95) (0.22) 2.02 2.06 0.89 0.89 (4.13) -
Total Assets 58.87 68.19 27.51 26.86 11.11 11.72 32.14 32.07 395.22 359.21 0.26 0.12 137.03 157.13 25.53 25.87 13.73 0.02 70.13 65.87 72.99 63.32 0.29 -
Total Liabilities 58.87 68.19 27.51 26.86 11.11 11.72 32.14 32.07 395.22 359.21 0.26 0.12 137.03 157.13 25.53 25.87 13.73 0.02 70.13 65.87 72.99 63.32 0.29 -
Sixty-First Annual Report 2012-2013
For the year For the year For the year For the year For the year For the year For the year For the year For the year For the year For the year For the year
ended ended ended ended ended ended ended ended ended ended ended ended
31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st
March March March March March March March March March March March March March March March March March March March March March March March March
2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012
` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` `
in in in in in in in in in in in in in in in in in in in in in in in in
crores crores crores crores crores crores crores crores crores crores crores crores crores crores crores crores crores crores crores crores crores crores crores crores
Turnover * 2.03 2.02 26.24 22.88 3.13 3.19 - - 785.19 649.51 - - 200.19 223.68 27.86 32.92 2.74 - 7.59 3.63 - - 0.05 -
Profit/(Loss) Before Tax (0.71) 0.12 0.36 18.70 0.07 0.33 (0.00) (0.00) (76.10) (78.85) (0.09) (0.09) (38.46) (31.27) (3.21) (3.65) (1.72) (0.00) (0.03) (0.02) - - 0.04 -
(Full Figure in Rs) (42,361.00) (40,136.00) - (31,905.00)
Provision For Taxation (0.38) - (0.03) 0.58 0.04 0.11 - - (4.05) (4.55) - - - - - - - - (0.00) - - - - -
(Full figure in Rs) (7,401.00)
Excess/(Short) Provision
For Prior Years (Net) - - - - - - - - - - - - - - - (0.00) - - - - - -
(Full figure in Rs) - (2,810.00)
Net Profit/(Loss) (0.33) 0.12 0.39 18.12 0.03 0.23 (0.00) (0.00) (72.05) (74.30) (0.09) (0.09) (38.46) (31.27) (3.21) (3.65) (1.72) (0.00) (0.03) (0.02) - - 0.04 -
(Full figure in Rs) (42,361.00) (40,136.00) - (34,715.00)
Interim Dividend
Percentage (Equity) Nil 125% Nil 105% Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil -
Amount (Equity
Dividend) Nil 4.06 Nil 1.60 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil -
115
Sixty-First Annual Report 2012-2013
116
A Enterprise
117
Sixty-First Annual Report 2012-2013
118
NOTICE
NOTICE is hereby given that the SIXTY FIRST ANNUAL GENERAL MEETING of TRENT LIMITED will be held at Walchand
Hirachand Hall, 4th Floor, Indian Merchants’ Chamber (IMC), IMC Building, IMC Marg, Churchgate, Mumbai - 400 020 on
Friday, 2nd August 2013 at 11.00 a.m. to transact the following business:
Ordinary Business
1. To receive, consider and adopt the Audited Statement of Profit & Loss for the year ended 31st March 2013 and the Balance
Sheet as at that date together with the Reports of the Board of Directors and Auditors thereon.
2. To confirm the payment of Interim Dividend on 0.1% Cumulative Redeemable Preference Shares for the period 1st April 2012
to 1st June 2013.
3. To declare a dividend on the Equity Shares for the year ended 31st March 2013.
4. To appoint a Director in place of Mr. N. N. Tata, who retires by rotation and being eligible offers himself for re-appointment.
5. To appoint a Director in place of Mr. B. Bhat, who retires by rotation and being eligible offers himself for re-appointment.
6. To appoint Auditors and to authorize the Board to fix their remuneration.
Special Business
7. Commission to non-whole time directors
To consider and, if thought fit, to pass with or without modification, if any, the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to Section 309 and all other applicable provisions, if any, of the Companies Act,1956 (“Act”),
including any statutory modification or re-enactment thereof, and subject to the approval of the Central Government, the
Company hereby approves payment of commission, in excess of 1% of the net profits of the Company for the financial year
ended 31st March 2013, computed in accordance with Sections 198, 349 and 350 of the Act, by a sum of `42,29,575
(excluding service tax), to be paid and distributed amongst the non-whole time directors of the Company or some or any
of them in such amounts or proportions and in such manner and in all respects as may be decided and directed by the Board
of Directors of the Company.”
NOTES:
[a] The relative Explanatory Statement pursuant to Section 173 of the Companies Act, 1956 (“Act”), in respect of the business
under Item No. 7 set out above and details under Clause 49 of the Listing Agreement entered into with the Stock Exchanges,
in respect of Directors seeking re-appointment at the Annual General Meeting are annexed hereto.
[b] A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE
INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A MEMBER. Proxies, in order to be effective, must be received
at the Company’s Registered Office not less than 48 hours before the meeting. Proxies submitted on behalf of limited
companies, societies, etc., must be supported by appropriate resolutions / authority, as applicable.
[c] The Register of Members and Share Transfer Books of the Company will be closed from Wednesday, 17th July 2013 to Friday,
19th July 2013, 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 6th August 2013 to those members whose names
appear on the Register of Members on 19th July 2013 after giving effect to valid transfers in respect of transfer requests
lodged with the Company on or before the close of business hours on 16th July 2013. In respect of shares held through the
depositories, dividend will be paid on the aforesaid date to the beneficial owners of shares whose names appear at the close
of business hours on 16th July 2013, as per details furnished by the depositories for this purpose.
[d] Shareholders who have not yet encashed their dividend warrant(s) for the financial year ended 31st March 2006 or any
subsequent financial years, are requested to make their claim to the Registrar and Transfer Agents of the Company. Pursuant
to Sections 205A and 205C and other applicable provisions, if any, of the Companies Act, 1956 (“Act”), 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.
1
[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 Private Limited (“TSRDL”). Changes intimated to the Depository Participant will
then be automatically reflected in the Company’s records which will help the Company and TSRDL to provide efficient and
better Services. Members holding shares in physical form are requested to intimate such changes to TSRDL.
[f ] Payment of dividend through electronic mode has following advantages:
• Shareholder need not make frequent visits to his bank for depositing the physical warrants.
• Prompt credit to the bank account of the shareholder through electronic clearing.
• Fraudulent encashment of warrant is avoided.
• Delays / loss in postal transit is avoided.
Reserve Bank of India has initiated Electronic Clearing Service (“ECS”) for credit of dividend directly to the bank account of
Members. We would also like to draw your attention to Circular no. CIR/MRD/DP/10/2013 dated 21st March 2013 issued by
Securities and Exchange Board of India to all listed companies, depositories, etc. to update bank details of shareholders
holding shares in demat mode and / or physical mode, to enable usage of electronic mode of remittance i.e. ECS, NEFT, etc.
for distributing dividends and other cash benefits to the shareholders.
Members are requested to register their Bank Account Details (Core Banking Solutions enabled account number, 9 digit MICR
and 11 digit IFS 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, TSR Darashaw Private Limited.
[g] Green Initiatives:
The Ministry of Corporate Affairs has allowed Companies to send all future notices / communication / documents including
Notice of Annual General Meeting and Annual Report of the Company, in an electronic form, through e-mail to the shareholders.
Securities and Exchange Board of India has also permitted listed entities to send soft copies of the Annual Report, Notice
and other documents to all those shareholders who have registered their e-mail addresses for the said purpose.
We request you to join us in this initiative and register your e-mail ID with Company’s Registrar and Transfer Agent, TSR
Darashaw Private 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.
[h] Benefits of Dematerialization:
Shares held in dematerialized form have several advantages like immediate transfer of shares, faster settlement cycle, faster
disbursement of non-cash corporate benefits like rights, etc., lower brokerage, ease in portfolio monitoring, etc. Besides, risks
associated with physical certificates such as forged transfer, fake certificates, bad deliveries, loss of certificates in transit,
get eliminated.
Since there are several benefits arising from dematerialization, we sincerely urge you to dematerialize your shares at the
earliest, if you are still holding the shares in physical form.
[i] 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.
2
EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 173(2) OF THE COMPANIES ACT, 1956 (“ACT”)
The following Explanatory Statement sets out all material facts relating to the business mentioned under Item No. 7 in the
accompanying Notice dated 29th May 2013.
Item No. 7
As per the provisions of Section 309 of the Act, the members at the Annual General Meeting of the Company held on
5th August 2011 had approved the payment of remuneration by way of commission to the non-whole time directors of the
Company, of a sum not exceeding 1% per annum of the net profits of the Company, calculated in accordance with the provisions
of the Act, for a period of five years commencing 1st April 2011.
Considering the qualifications and rich experience of the Directors, the contribution made by them at the Board and various
Committee meetings, the time spent by them on operational matters other than at the meetings and the diversified responsibilities
being undertaken by them in managing the growth of the Company and its subsidiaries businesses over these years, it is
proposed to pay commission in excess of 1% of the net profits of the Company calculated in accordance with the provisions of
the Act, by a sum of ` 42,29,575/- (excluding service tax) for the financial year ended 31st March 2013, to the non-whole time
directors of the Company.
Approval of the shareholders is sought for the same. The said payment of commission is also subject to the approval of the
Central Government.
All the Directors of the Company may be deemed to be concerned or interested in the Resolution mentioned at Item No. 7 of the
Notice to the extent of the commission that may be received by them.
3
Details of Directors seeking re-appointment at the Annual General Meeting
4
Registered Office: Bombay House, 24 Homi Mody Street, Mumbai – 400 001.
ATTENDANCE SLIP
I hereby record my presence at the SIXTY FIRST ANNUAL GENERAL MEETING of the Company at Walchand Hirachand Hall,
4 th Floor, Indian Merchants’ Chamber (IMC), IMC Building, IMC Marg, Churchgate, Mumbai – 400 020 on
Friday, 2ND August 2013 at 11.00 a.m.
Member’s/Proxy‘s full name ___________________________________________________________________________
(In block letters)
Folio No. _____________________ DP ID* ______________________ Client ID*_______________________
No. of shares held __________________________________________________________________________________
* Applicable for members holding shares in electronic form.
Member’s/Proxy Signature
NOTES : 1. Shareholder/Proxyholder wishing to attend the meeting must bring the Attendance Slip to the meeting
and hand over the same duly signed, at the entrance.
2. Shareholder/Proxyholder desiring to attend the meeting should bring his/her copy of the Annual Report for
reference at the meeting.
Registered Office: Bombay House, 24 Homi Mody Street, Mumbai – 400 001.
PROXY FORM
I/We___________________________________________________________________________________________ of
______________________________________________________________________________________ in the district of
_______________________________________________ being a member/members of the above named Company, hereby
appoint ____________________ of ____________________________ in the district of ______________________________
or failing him/ her _______________________________________________ of ________________________ in the district
of ________________________ as my/our Proxy to attend and vote for me/us, on my/our behalf at the SIXTY FIRST
ANNUAL GENERAL MEETING of the Company, to be held on Friday, 2ND August 2013 at 11.00 a.m. or at any adjourned
meeting thereof.
Signed this ____________________________ day of _____________________________ 2013.
Folio No. ________________________ DP ID* ___________________ Client ID*_______________________
No. of shares held ______________________________ Affix a
15 paise
Signature_____________ Revenue ___________
Stamp
This form is to be used @ in favour of the resolution, Unless otherwise instructed, the Proxy will vote as he/ she thinks fit.
@ against
* Applicable for members holding shares in electronic form.
@ Strike out whichever is not desired.
NOTES: 1. The proxy must be returned so as to reach the Registered Office of the Company, Bombay House,
24, Homi Mody Street, Mumbai – 400 001, not less than FORTY-EIGHT HOURS before the time for holding
the aforesaid meeting.
2. The proxy need not be a member of the Company.