SLL L 1 1: XCH C-1 MP e
SLL L 1 1: XCH C-1 MP e
SLL L 1 1: XCH C-1 MP e
Dear Sirs,
Sub: Disclosure under Regulations 30, 34 & 4 2 of SEBI (List ing Obligations & Disclosure Requirements)
Regulat ions 2015 and other applicable regulations - Int imation of Notice of 24th Annual General
Meeting (24 th AGM ), Annual Report 2020-21 and Book Closure.
Please be informed that 24 th AGM is scheduled to be held on Thursday, July 29, 2021 at 4.00 p.m. 1ST
through Video Conferencing / Other Audio Visual Means, to transact the businesses as set out in the
Notice, pursuant to the relevant circulars issued by Ministry of Corporate Affairs and SEBI (Listing
Obligations Disclosure Requirement) Regulations, 2015 in this regard as per details given below:
Pursuant to Regulations 30 and 34 of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations 2015, please find enclosed herewith Annual Report for the Financial Year 2020-21 and the
Notice convening 24th AGM of the Company.
The aforesaid documents are available on the corporate website of the Company at
https://corporate.shoppersstop.com/lnvestors/annual-report.aspx and are being dispatched
electronically to shareholders whose email addresses are registered with the Company and
Depositories.
Thank you.
Yours truly,
For~ ~rs Stop Limited
Encl: A/a
Reg. Office: Umang Tower, 5th Floor, Mindspace, Off. Link Road, Malad (W), Mumbai-400064.
NOTICE
NOTICE is hereby given that the 24th (Twenty fourth) Annual
be necessary, the consent of the members of
General Meeting of the Members of Shoppers Stop Limited
the Company be and is hereby accorded to the
will be held on Thursday, July 29, 2021 at 4.00 p.m. Indian
appointment of Mr. Venugopal Nair (DIN: 00046163) as
Standard Time (“IST”), through Video Conferencing/ Other
the Managing Director & CEO of the Company (being
Audio Visual Means (“VC/OAVM”) facility (herein after called
a director not liable to retire by rotation) for a period of
as “24th AGM or e-AGM”), to transact the following business:
3 (three) years commencing from November 06, 2020
ORDINARY BUSINESS: on the terms and conditions, including remuneration,
1. To receive, consider and adopt: as set out in the Explanatory Statement annexed
to this Notice, with liberty to the Board of Directors
a) the audited Standalone Financial Statements of
(hereinafter referred to as “the Board” which term shall
the Company for the financial year ended March
include the Nomination, Remuneration and Corporate
31, 2021 and the reports of the Board of Directors
Governance Committee) of the Company to alter and
and Auditors thereon; and
vary the terms and conditions of the said appointment
b) the audited Consolidated Financial Statements of and / or remuneration as it may deem fit, subject to
the Company for the financial year ended March applicable provisions of the Act.
31, 2021 and the report of the Auditors thereon.
RESOLVED FURTHER THAT notwithstanding anything
2. To appoint a Director in place of Mr. Neel C. Raheja contained in Section 196, 197 and 198 read together
(DIN: 00029010), who retires by rotation and being with Schedule V of the Act or any amendment/re-
eligible, offers himself for re-appointment. enactment thereof or any revised/new schedule
thereof, in the event of absence of profits or inadequate
SPECIAL BUSINESS:
profits in any financial year during the term of
3 To consider and if thought fit, to pass the following
appointment of Mr. Venugopal Nair, Managing Director
resolution as an Ordinary Resolution:
& CEO, the salary, perquisites and statutory benefits,
“RESOLVED THAT Mr. Venugopal Nair (DIN: 00046163),
more particularly as approved by the Members by
who was appointed by the Board of Directors as an this resolution, (as more particularly set out in the
Additional Director of the Company with effect from explanatory statement which forms a part of this
November 06, 2020 and who holds office up to the resolution), be paid as minimum remuneration with
date of this Annual General Meeting of the Company the liberty to the Board/Committee to revise, amend,
in terms of Section 161(1) of the Companies Act, 2013 alter and vary the terms and conditions relating to the
(“the Act”) and Article 135 of the Articles of Association remuneration payable to the Managing Director & CEO
of the Company and being eligible for appointment, be and subject to receipt of requisite approvals, if any.
and is hereby appointed as a Director of the Company,
RESOLVED FURTHER THAT the Board of Directors
being a director not liable to retire by rotation, during
of the Company, Mr. Karunakaran Mohanasundaram,
the term of his tenure as the Managing Director
Chief Financial Officer and Mr. Vijay Kumar Gupta,
of the Company.”
Head Legal, CS & Compliance Officer, be and are
4. To consider and if thought fit, to pass the following hereby severally authorized to take such steps as
resolution as a Special Resolution: may be necessary for obtaining approvals, statutory
or otherwise, in relation to the above and to settle all
“RESOLVED THAT pursuant to the provisions of
matters arising out of and incidental thereto and sign
Sections 196, 197, 198, 203 and other applicable
and execute all applications, documents and writings
provisions, if any, of the Companies Act, 2013 (“the
that may be required, on behalf of the Company and
Act”) read with Schedule V thereto and the Companies
generally to do all acts, deeds and things that may
(Appointment and Remuneration of Managerial
be necessary, proper, expedient or incidental for the
Personnel) Rules, 2014 (including any statutory
purpose of giving effect to the aforesaid resolution,
modification(s) or re-enactment(s) thereof, for the
including filing of the necessary forms with the
time being in force), and the Articles of Association
Ministry of Corporate Affairs and intimating any other
of the Company and such other approvals as may
concerned authority or such other regulatory body and be necessary, proper, expedient or incidental for the
for matters connected therewith or incidental thereto.” purpose of giving effect to the aforesaid resolution,
including filing of the necessary forms with the
5. To consider and if thought fit, to pass the following
Ministry of Corporate Affairs and intimating any other
resolution as an Ordinary Resolution:
concerned authority or such other regulatory body and
“RESOLVED THAT pursuant to the provisions of section
for matters connected therewith or incidental thereto.”
149, 197 & 198, read together with Schedule V and
By Order of the Board of Directors
other applicable provisions, if any, of the Companies
of Shoppers Stop Limited
Act, 2013 (“the Act”) and the Rules made thereunder,
applicable provisions of the SEBI (Listing Obligations Place: Mumbai Vijay Kumar Gupta
and Disclosures Requirement), Regulations, 2015 Date : May 21, 2021 Head Legal, CS & Compliance Officer
(including any statutory modification(s) or re-
NOTES:
enactments thereof for the time being in force), the
applicable provisions of the Articles of Association of Explanatory Statement: The Explanatory Statement
1.
the Company, the Company’s Policy on Appointment pursuant to Section 102 of the Companies Act, 2013
& Remuneration – Directors and Senior Management, (“the Act”) setting out material facts concerning the
and subject to such other approval(s), as may be business under Item No. 3 to 5 of the accompanying
required, consent of the members of the Company be Notice, is annexed hereto. The Board of Directors of the
and is hereby accorded to the payment of remuneration Company was of the opinion that the special business
(including commission, but excluding sitting fee, other under Item No. 3 to 5, being considered unavoidable,
permissible reimbursements and services rendered be transacted at 24th AGM of the Company.
of a professional nature as provided under Section
Holding of AGM through VC/OAVM: In view of the
2.
197(4) of the Act) to the Non-Executive Directors of the
outbreak of the COVID-19 pandemic, social distancing
Company (i.e. Directors other than Managing Director/
is a norm to be followed and hence, Ministry of
Whole-time Directors) for a period of 3 (three) years,
Corporate Affairs (“MCA”) has vide its circular dated
commencing from Financial Year 2020-21, as may be
April 8, 2020, April 13, 2020, May 5, 2020 and January
decided by the Board of Directors from time to time,
13, 2021 and the SEBI vide its circulars dated May 12,
provided that the total remuneration payable to the
2020 and January 15, 2021 (collectively referred to as
Non-Executive Directors, per annum shall not exceed
“Applicable Circulars”) permitted holding of the Annual
one percent of the net profits of the Company for that
General Meeting through VC/OAVM, without the
financial year, as computed in the manner specified
physical presence of the Member at a common venue.
under Section 198 of the Act, with Authority to the
Board to determine the manner and proportion in In compliance with the applicable provisions of the
which the amount be distributed among the Non- Act, the SEBI (Listing Obligations and Disclosure
Executive Directors. Requirements) Regulations, 2015 (“the Listing
Regulations”) read with the Applicable Circulars, the
RESOLVED FURTHER THAT during the aforesaid
Company has decided to convene the 24th AGM as
term of 3 (three) years, starting from the Financial
e-AGM and the Members can attend and participate in
Year 2020-21, in the event of absence of profits or
24th AGM through VC/ OAVM through log in credentials
inadequate profits in any financial year, the Non-
provided to them for the same. The deemed venue for
Executive Directors may be paid remuneration within
24th AGM shall be the Registered Office of the Company.
the ceiling as specified in Schedule V- Part II- Section
II A of the Act, including any statutory amendments, 3. Since the AGM will be held through VC/OAVM Facility,
modifications or re-enactments thereof, as may be the Route Map is not annexed in this Notice.
made thereto and for the time being in force.
Book Closure: Pursuant to the provisions of Section
4.
RESOLVED FURTHER THAT the Board of Directors
91 of the Act read with Rule 10 of the Companies
of the Company, Mr. Karunakaran Mohanasundaram, (Management and Administration) Rules, 2014 and
Chief Financial Officer and Mr. Vijay Kumar Gupta, Regulation 42 of the Listing Regulations, the Register
Head Legal, CS & Compliance Officer, be and are of Members and the Share Transfer Books will remain
hereby severally authorized to take such steps as closed from Friday, July 23, 2021 to Thursday, July 29,
may be necessary for obtaining approvals, statutory 2021 (both days inclusive).
or otherwise, in relation to the above and to settle all
Appointment / Re-appointment of Directors:
5.
matters arising out of and incidental thereto and sign
Pursuant to the provisions of Regulation 26(4) and 36(3)
and execute all applications, documents and writings
of the Listing Regulations and the Secretarial Standard
that may be required, on behalf of the Company and
on General Meetings (‘SS-2’), the relevant information
generally to do all acts, deeds and things that may
in respect of the Director seeking re-appointment at
2/3
the AGM is attached as an Annexure and forms an corporate website at https://corporate.shoppersstop.
integral part of this Notice. com. The same can also be accessed from the websites
of the Stock Exchanges i.e. BSE Limited at www.
Dispatch of Annual Report through Electronic
6.
bseindia.com and National Stock Exchange of India
Mode & Procedure for obtaining the Annual Report,
Limited at www.nseindia.com respectively and on the
AGM Notice and e-voting instructions by Members
website of KFintech at https://evoting.kfintech.com
whose email addresses are not registered with the
Depositories/not submitted to the RTA: Proxy & Authorized Representative: Pursuant to
7.
Section 105 of the Act, a Member entitled to attend
Pursuant to Section 101 and Section 136 of the Act
and vote at the AGM is entitled to appoint a proxy to
read with the relevant Rules made thereunder, to
attend and vote on his/her behalf who may or may
support the “Green Initiative” announced by the
not be a Member of the Company. In terms of the
Government of India; read with Applicable Circulars
Applicable Circulars, since the physical attendance
and the difficulties involved in dispatching of physical
of Members has been dispensed with, there is no
copies of the Annual Report in view of the outbreak
requirement of appointment of proxies. Accordingly,
of the COVID-19 pandemic, the Annual Report 2020-
the facility of appointment of proxies by Members
21 including Notice of e-AGM is being sent only
under Section 105 of the Act will not be available for
through electronic mode to those Members whose
24th AGM, and hence the Proxy Form and Attendance
email addresses are registered with the Company/
Slip are not annexed to this Notice.
Depositories. It is accordingly requested that those
members who have not yet registered their email However, in pursuance of Section 112 and Section 113
addresses are requested to get their email addresses of the Act, Institutional / Corporate Shareholders (i.e.
registered by following the procedure given below: other than individuals / HUF, NRI, etc.) are required to
send a scanned copy (PDF/JPG Format) of its Board
A. Members holding shares in demat form, who
or governing body Resolution/Authorization etc.,
have not registered their email address and
authorizing its representative to attend the e-AGM on
mobile numbers including address and bank
its behalf and to vote either through remote e-voting or
details (including any changes thereof) may
during the e-AGM. The said Resolution/Authorization
please contact and validate/update their details
should be sent electronically through their registered
with the Depository Participant.
email address to the Scrutinizer at kaushaldalalcs@
B.
Members holding shares in physical form gmail.com with a copy marked to evoting@kfintech.
may register/update their email address and com and company.secretary@shoppersstop.com
mobile number with the Company’s RTA -
8.
Your Company has appointed KFin Technologies
KFin Technologies Private Limited (“KFintech”)
Private Limited (“KFintech”) to provide facility for voting
by sending an e-mail request at the email ID
through remote e-Voting, e-Voting during e-AGM and
einward.ris@kfintech.com along with signed
for participation in 24th AGM through VC/OAVM Facility.
scanned copy of the request letter providing the
email address, mobile number, self-attested PAN Attending the AGM: Pursuant to the provisions of the
9.
copy and copy of share certificate for registering circulars of AGM on the VC / OAVM:
their email address and receiving the Annual
A. Members can attend the meeting through log
Report, AGM Notice and the e-voting instructions.
in credentials provided to them to connect to
C. Those members who have not registered their Video Conferencing. Physical attendance of the
email addresses with the Company / Depository Members at the Meeting venue is not required.
Participants, as the case may be, may
B.
The Members can join e-AGM 15 minutes
temporarily get their email address and mobile
before and after the scheduled time of the
number provided with KFintech, by clicking the
commencement of the Meeting by following the
link: https://ris.kfintech.com/clientservices/
procedure mentioned in the Notice.
mobilereg/mobileemailreg.aspx for sending the
same. The Members are requested to follow the C.
As per the Applicable Circulars upto 1,000
process as guided to capture the email address Members will be able to join e-AGM on a first-
and mobile number for sending the soft copy of come-first-served basis. However, the large
the Notice and e-voting instructions along with shareholders (i.e. shareholders holding 2% or
the User ID and Password. more shareholding), Promoters, Institutional
Investors, Directors, Key Managerial Personnel,
D. In case of any queries, shareholder may write to
the Chairpersons of the Audit Committee,
einward.ris@kfintech.com.
Nomination, Remuneration & Corporate
Further, the Annual Report 2020-21 including Notice Governance Committee and Stakeholders
of 24th AGM will be available on the Company’s Relationship Committee, Auditors, etc. can
attend e-AGM without any restriction on account information with regard to Accounts/
of first-come-first- served principle. Annual Reports or has any question or query
are requested to write to the Company
D.
Member’s log-in to the Video Conferencing
Secretary on the Company’s email-id i.e.
platform using the remote e-voting credentials
company.secretary@shoppersstop.com at least
shall be considered for record of attendance
2 days before the date of the e-AGM so as to
of such member for e-AGM and such Member
enable the Management to keep the information
attending the Meeting will be counted for the
ready. Please note that, members questions will
purpose of reckoning the quorum under Section
be answered only if they continue to hold the
103 of the Companies Act, 2013.
shares as of cut-off date. Alternatively, Members
Procedure / Instructions for Joining the e-AGM
10. holding shares as on cut-off date may also visit
through VC / OAVM https://evoting.kfintech.com and click on the tab
“Post Your Queries Here” to post their queries/
A.
Member will be provided with a facility to
views/questions in the window provided, by
attend the e-AGM through Video Conferencing
mentioning their name, demat account number/
platform provided by KFintech, which can be
folio number, email ID, mobile number. The
accessed at https://emeetings.kfintech.com/
window shall be activated during the remote
by clicking ‘‘Video Conference’’ and login by
e-voting period and shall be closed 24 hours
using the remote e-voting credentials. The link
before the time fixed for the e-AGM.
for e-AGM will be available in ‘shareholders /
members’ login where the EVENT and the Name Speaker Registration before e-AGM: In addition
B.
of the Company can be selected. to above, speaker registration may also be
allowed during the remote e-voting period.
B. Please note that the Members who do not have
Members who wish to register as speakers are
the User ID and Password for e-Voting or have
requested to visit https://emeetings.kfintech.
forgotten the User ID and Password may retrieve
com/ and click on ‘Speaker Registration’ during
the same by following the remote e-Voting
this period. Only those Members who have
instructions mentioned in the notice.
registered themselves as a speaker will be
C. Members are encouraged to join the Meeting allowed to express their views / ask questions
through Laptops with Google Chrome for during the e-AGM and may have to allow
better experience. camera access during the e-AGM. The Company
reserves the right to restrict the number of
D.
Further, Members will be required to allow
speakers depending on the availability of time
Camera, if any, and hence use Internet with
for the e-AGM. Members shall be provided with
a good speed to avoid any disturbance
a ‘queue number’ before the e-AGM. Members
during the meeting.
are requested to remember the same and wait
E. Please note that Participants connecting from for their turn to be called by the Chairman of the
Mobile Devices or Tablets or through Laptop meeting during the Question Answer Session.
connecting via Mobile Hotspot may experience
C.
Due to limitations of transmission and
Audio/Video loss due to fluctuation in their
coordination during the e-AGM, the Company
respective network. It is therefore recommended
may have to dispense with or curtail the Speaker
to use Stable Wi-Fi or LAN Connection to
Session, hence shareholders are encouraged to
mitigate any kind of aforesaid glitches.
send their questions etc. in advance as provided
F. Members who will be present in the e-AGM and hereinabove. Please note that, Members’
have not cast their vote through remote e-voting questions will be answered only if they continue
and are otherwise not barred from doing so, shall to hold shares as on the cut-off date.
be eligible to vote through e-voting at the e-AGM.
Electronic voting: Pursuant to the provisions of
12.
Please use your login credentials for accessing
Section 108 of the Act read with Rule 20 of the
both the remote e-voting and e-AGM through
Companies (Management and Administration) Rules,
VC /OAVM platform. If you forget your password,
2014 (as amended), Secretarial Standard on General
you can reset your password by using “Forgot
Meetings (SS-2) issued by the Institute of Company
user details/Password” option available on
Secretaries of India (“ICSI”) and Regulation 44 of
https://evoting.kfintech.com.
Listing Regulations read with Applicable Circulars, the
11. Procedure to raise questions / seek clarifications Company is providing “remote e-Voting” facility to its
with respect to the Annual Report Members in respect of the business to be transacted
at 24th AGM. The instructions for remote e-voting are
Submission of Questions / queries prior
A.
mentioned herein.
to e-AGM: Members desiring any additional
4/5
13. Remote E-Voting: The remote e-voting period by remote e-voting prior to the meeting, may attend
commences on Monday, July 26, 2021 from 9.00 a.m. e-AGM but shall not be entitled to cast their votes
IST and ends on Wednesday, July 28, 2021, at 5.00 p.m. again at the meeting. Kindly refer remote e-voting
IST and Members holding shares either in physical form instruction to understand e-voting during the e-AGM.
or in dematerialized form, as on cut-off date, may cast
15. Voting Rights shall be reckoned on the paid-up value of
their votes electronically. The remote e-voting module
equity shares registered in the name of the Members
shall be disabled by KFintech thereafter. Once the vote
as on the cut-off date i.e. Thursday, July 22, 2021. A
on a resolution is cast by the Member, the Member
person, whose name is recorded in the Register of
shall not be allowed to change it subsequently. A
Members or in the Register of beneficial owners (in
person who is not a Member as on the cut-off date
case of electronic shareholding) maintained by the
should treat this Notice for information purpose only.
depositories as on the cut-off date, i.e. July 22, 2021,
Voting during the e-AGM: Only those Members,
14. only shall be entitled to avail the facility of remote
who will be attending the e-AGM and who have not e-voting provided to cast votes or for participation and
already cast their votes by remote e-voting prior to voting in the e-AGM.
the meeting and are otherwise not barred from doing
16. Instructions for Voting through electronic means
so, shall be eligible to vote through remote e-voting
(Remote e-voting)
system at e-AGM. Members who have cast their votes
INSTRUCTIONS FOR REMOTE E-VOTING
A.
The procedure and instructions for remote ix.
Voting has to be done for each item of the
e-Voting through RTA website (for Demat and Notice separately. In case you do not desire
Physical Shareholders) are as under: to cast your vote on any specific item it will be
In case a Member receives an email from KFintech treated as abstained.
[for Members whose email IDs are registered with the
x. You may then cast your vote by selecting an
Company/Depository Participant(s)], please follow the
appropriate option and click on “Submit”.
below instructions:
xi. A confirmation box will be displayed. Click “OK”
i. Launch web browser by typing the URL: https://
to confirm else “CANCEL” to modify. Once you
evoting.kfintech.com
confirm, you will not be allowed to modify or
ii.
Enter the login credentials (i.e. User ID and change the votes cast. During the voting period,
password mentioned in the email). Your Folio No. Members can login any number of times till they
or DP ID /Client ID will be your User ID. However, have voted on all the Resolution(s).
if you are already registered with KFintech for
xii.
Corporate/Institutional Members (i.e. other
e-voting, you can use your existing User ID and
than Individuals, HUF, NRI, etc.) are also
password for casting your vote.
required to send scanned certified true copy
iii.
After entering these details appropriately, (PDF/JPG Format) of the Board Resolution/
click on “LOGIN”. Authority Letter, etc. together with attested
specimen signature(s) of the duly authorised
iv.
You will now reach ‘Password change Menu’
representative(s), to the Scrutiniser at e-mail ID:
wherein you are required to mandatorily
kaushaldalalcs@gmail.com with a copy marked to
change your password. The new password
evoting@kfintech.com and company.secretary@
shall comprise of minimum 8 characters with at
shoppersstop.com. The scanned image of the
least one uppercase (A-Z), one lowercase (a-z),
above-mentioned documents should be in the
one numeric value (0-9) and a special character
naming format “Corporate Name_ EVENT NO.”
(@, #, $, etc.). The system will prompt you to
update your contact details like mobile number, Process for those members whose email
xiii.
e-mail ID, etc. on first login. You may also enter addresses are not registered with the
a secret question and answer of your choice depositories for obtaining login credentials
to retrieve your password in case you forget for e-voting for the resolutions proposed
it. It is strongly recommended that you do not in this Notice:
share your password with any other person
a) For Physical shareholders- please provide
and that you take utmost care to keep your
necessary details like Folio No., Name of
password confidential.
shareholder, scanned copy of the share
v. You need to login again with the new credentials. certificate (front and back), PAN (self-
attested scanned copy of PAN card),
vi. On successful login, the system will prompt you
AADHAR (self-attested scanned copy of
to select the “EVENT” i.e., Shoppers Stop Limited.
Aadhar Card) by email to evoting@kfintech.
vii. On the voting page, enter the number of shares com / csdstd@integratedindia.in.
(which represents the number of votes) as
b) For Demat (Non Individual) shareholders
on the cut off date under “FOR/ AGAINST” or
- please provide Demat account details
alternatively, you may partially enter any number
(CDSL-16 digit beneficiary ID or NSDL-16
in “FOR” and partially in “AGAINST” but the
digit DPID + CLID), Name, client master or
total number in “FOR/AGAINST” taken together
copy of Consolidated Account statement,
should not exceed your total shareholding as on
PAN (self-attested scanned copy of PAN
the cut-off date. You may also choose the option
card), AADHAR (self-attested scanned
ABSTAIN. If the member does not indicate
copy of Aadhar Card) to evoting@kfintech.
either “FOR” or “AGAINST” it will be treated
com / csdstd@integratedindia.in.
as “ABSTAIN” and the shares held will not be
counted under either head. General Instructions
xiv.
viii.
Members holding multiple folios/ demat a) In case of any query and/or grievance, in
accounts shall choose the voting process respect of voting by electronic means,
separately for each folios/ demat accounts. Members may refer to the Help & Frequently
6/7
Asked Questions (FAQs) and E-voting Example for CDSL:
user manual available at the download
MYEPWD <SPACE>
section of https://evoting.kfintech.com
1402345612345678
or contact Mr. S.V. Raju, (Unit: Shoppers
Stop Ltd.) at email: raju.sv@kfintech.com Example for Physical:
of KFintech at Selenium Tower B, Plot nos.
MYEPWD <SPACE> XXXX1234567890
31-32, Financial District, Nanakramguda,
Serilingampally Mandal, Hyderabad – 500 ii. If e-mail address or mobile number
032, or at einward.ris@kfintech.com. or call of the member is registered against
KFintech’s toll free No. 1800-3454-001 for Folio No./DP ID Client ID, then on
any further clarifications. the home page of https://evoting.
kfintech.com, the member may click
b) You can also update your mobile number
“Forgot Password” and enter Folio
and e-mail id in the user profile details of
No. or DP ID Client ID and PAN to
the folio which may be used for sending
generate a password.
future communication(s).
iii. Member may call KFintech’s toll free
c) The voting rights of Members shall be in
number 1800-3454-001.
proportion to their share of the paid up
equity share capital of the Company as on iv. Member may send an e-mail request to evoting@
the cut-off date i.e. Thursday, July 22, 2021. kfintech.com. However, KFintech shall endeavor
to send User ID and Password to those new
d) In case a person has become a Member
Members whose e-mail ids are available.
of the Company after the Company send
the Notice of e-AGM by E-mail, but on or B.
Login method for E-voting through
before the cut-off date for e-voting i.e. Depositories (only for Individual members
Thursday, July 22, 2021, he/she may obtain holding securities in Demat):
the User ID and Password in the manner as As per the SEBI circular dated December 9, 2020
mentioned below: on e-voting facility provided by Listed Companies,
Individual members holding securities in Demat
i. If the mobile number of the member
mode are allowed to vote through their demat
is registered against Folio No./DP
account maintained with Depositories and Depository
ID Client ID, the member may send
Participants. Members are advised to update their
SMS: MYEPWD <space> E-Voting
mobile number and email Id in their demat accounts in
Event Number + Folio No. or DP ID
order to access e-voting facility.
Client ID to 9212993399
Login method for Individual members holding
Example for NSDL:
securities in demat mode is given below:
MYEPWD <SPACE>
IN12345612345678
NSDL CDSL
1. User already registered for IDeAS facility: 1. Existing user who have opted for Easi / Easiest
I. URL: https://eservices.nsdl.com I. URL: https://web.cdslindia.com/myeasi/home/login
II. Click on the “Beneficial Owner” icon under ‘IDeAS’ section. or
III. On the new page, enter User ID and Password. Post successful URL: www.cdslindia.com
authentication, click on “Access to e-Voting” II. Click on New System Myeasi
IV. Click on company name or e-Voting service provider and you III. Login with User ID and Password.
will be re-directed to e-Voting service provider website for IV. Option will be made available to reach e-Voting page
casting the vote during the remote e-Voting period. without any further authentication.
2. User not registered for IDeAS e-Services V. Click on e-Voting service provider name to cast your
I. To register click on link : https://eservices.nsdl.com vote.
II. Select “Register Online for IDeAS” 2. User not registered for Easi/Easiest
or I. Option to register is available at
click on link : h ttps://web.cdslindia.com/myeasi/Registration/
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp EasiRegistration
III. Proceed with e-Voting on the NSDL website II. Proceed with completing the required fields.
3. On e-Voting website of NSDL, proceed as follows: 3. Alternatively the user can access the e-Voting website of
I. URL: https://www.evoting.nsdl.com/ CDSL
II. Click on the icon “Login” which is available under ‘Shareholder/ I. URL: www.cdslindia.com
Member’ section. II. Provide demat Account Number and PAN No.
III. Enter User ID (i.e. 16-digit demat account number held with III. System will authenticate user by sending OTP on
NSDL), Password/OTP and a Verification Code as shown on registered Mobile & Email as recorded in the demat
the screen. Account.
IV. Post successful authentication, you will be redirected to NSDL IV. After successful authentication, user will be provided
Depository site wherein you can see e-Voting page. links for the respective ESP where the e- Voting is in
V. Click on company name or e-Voting service provider name and progress.
you will be redirected to e-Voting service provider website for
casting your vote during the remote e-Voting period.
C.
Individual Members (holding securities in the Members through electronic mode. The Members
demat mode) login through their depository may write to the Company at company.secretary@
participants. shoppersstop.com in that regard, by mentioning
You can also login using the login credentials of your “Request for Inspection” in the subject of the Email.
demat account through your Depository Participant
The Register of Directors and Key Managerial
registered with NSDL/CDSL for e-Voting facility. Once
Personnel and their shareholdings, maintained
login, you will be able to see e-Voting option. Click on
under Section 170 of the Act and the Register of
e-Voting option and you will be redirected to NSDL/
Contracts or Arrangements in which Directors are
CDSL Depository site after successful authentication.
interested, maintained under Section 189 of the Act
Click on company name or e-Voting service provider
and the Certificate from Auditors of the Company in
name and you will be redirected to e-Voting service
accordance with the Securities and Exchange Board
provider website for casting your vote during the
of India (Share Based Employee Benefits) Regulations,
remote e-Voting period.
2014, will also be made available for inspection by the
Important note: Members on request be made as above.
Members who are unable to retrieve User ID/ Password
18. The Board of Directors of the Company has appointed
are advised to use Forget User ID and Forget Password
M/s. Kaushal Dalal & Associates, Practicing Company
option available at above mentioned website.
Secretaries, Mumbai, as the Scrutiniser to scrutinise
Members facing any Members facing any the voting including remote e-voting process in
technical issue - NSDL technical issue – CDSL a fair and transparent manner, and that he has
Members facing any technical Members facing any technical communicated his willingness for appointment as
issue in login can contact issue in login can contact such and be available for the purpose.
NSDL helpdesk by sending a CDSL helpdesk by sending a
request at evoting@nsdl.co.in request at helpdesk.evoting@ 19. The Scrutiniser shall, immediately after the conclusion
or call at toll free no.: 1800 cdslindia.com or contact of voting at the meeting, first count the votes cast
1020 990 and 1800 22 44 30 at 022- 23058738 or 22- vide e-voting at the e-AGM and thereafter, unblock the
23058542-43.
votes cast through remote e-voting in the presence
General Information of at least two witnesses not in the employment of
17. Documents for inspection: The relevant documents the Company, and make a consolidated Scrutiniser‘s
referred to in this Notice are available for inspection by report of the total votes cast in favour or against, if
8/9
any, and submit the same to the Chairman or a person 24. Investor Education and Protection Fund (IEPF): As
authorised by him in writing, who shall countersign the per Section 124 of the Act and the applicable rules, the
same and declare the result of voting forthwith. dividend remaining unpaid / unclaimed for a period of
7 (seven) consecutive years from the date of transfer
20. Once declared, the Results along with the consolidated
to the Company’s unpaid dividend account is to be
Scrutiniser’s report will be placed on the Company’s
transferred to IEPF. Further, equity shares in respect
website at www.shoppersstop.com and website
whereof dividend remains unpaid / unclaimed (i.e.
of KFintech at https://evoting.kfintech.com. The
underlying shares) for 7 (seven) consecutive years
Company shall forward the results to BSE Limited and
will also be transferred to IEPF. Accordingly, the
the National Stock Exchange of India Limited, where
Company has transferred unpaid/unclaimed dividend
the shares of the Company are listed, within 48 hours
and underlying shares thereto upto the financial years
from the conclusion of the meeting. The Results on
2012-13 to IEPF Authority.
resolutions shall be declared not later than 48 hours
from the conclusion of the meeting of the Company Unclaimed Dividend and underlying Equity Shares:
25.
and subject to the receipt of requisite number of votes, Unpaid/unclaimed dividend and underlying shares
the resolutions shall be deemed to be passed on the thereto for the financial year 2013-14 is due to be
meeting date i.e. Thursday, July 29, 2021. transferred to IEFP Authority and in this regard, as
required and permitted under the applicable law, an
Others
electronic notice has been published by the Company
21.
Submission of PAN: The SEBI has mandated the
in the leading newspaper in English and regional
submission of Permanent Account Number (PAN)
language having wide circulation on May 29, 2021 and
by every participant in securities market. Members
is also available on the Company’s corporate website
holding shares in electronic form are therefore
at https://corporate.shoppersstop.com/Investors/
requested to submit their PAN to their DPs with whom
UnclaimedDividendN.aspx giving details of concerned
they are maintaining their demat accounts. Members
Members along with number of shares due to be
holding shares in physical form can submit their PAN
transferred to IEPF.
to the Company or to KFintech.
Members who have not encashed/claimed their
22. ransfer of Shares (held in Physical Form): Members
T
dividend pertaining to the financial years beginning
may note that, as mandated by SEBI, request for
from 2013-14 till 2018-19 are advised to write to the
effecting transfer of securities held in physical mode is
Company or KFintech immediately, claiming dividends
prohibited effective April 1, 2019, unless the securities
declared by the Company, in order to avoid transfer of
are held in dematerialized form. In this regard,
both dividend and underlying shares thereto to IEPF, if
Members are requested to dematerialize their shares
any, for the financial year 2013-14.
held in physical form, at the earliest possible.
Any person whose shares and unclaimed dividend has
Nomination: Pursuant to Section 72 of the Act
23.
been transferred to IEPF, may claim them pursuant to
read with the Rules made thereunder, Members
the process prescribed under IEPF Rules.
holding shares in single name may avail the facility
of nomination in respect of shares held by them. Gift distribution: The Company does not give gifts,
26.
Members holding shares in physical form may avail gift coupons or cash in lieu of gifts to its Members and
this facility by sending a nomination in the prescribed also does not offer its products at discounted rates.
Form No. SH-13 to KFintech. Members holding shares However, the Company is committed to the Members’
in electronic form may contact their respective DPs wealth maximization through superior performance
for availing this facility. The Nomination form can be reflected in corporate benefits like dividend and
downloaded from the Company’s corporate website increased market capitalization.
at https://corporate.shoppersstop.com/
EXPLANATORY STATEMENT PURSUANT TO
SECTION 102(1) OF THE COMPANIES ACT, 2013
Item no. 3 and 4 d.
Performance Linked Bonus: Performance Linked
The Board of Directors, upon the recommendation of the Bonus of `1,75,00,000 per annum payable to Mr. Nair,
Nomination, Remuneration and Corporate Governance shall be based on performance of the Company
Committee at its meeting held on October 16, 2020, and certain performance criteria and such other
appointed Mr. Venugopal Nair, (DIN: 00046163) as an parameters as may be mutually agreed with the Board
Additional Director of the Company w.e.f. Novermber 06, / the Committee thereof. The said Performance Linked
2020, pursuant to provisions of Section 161 of the Companies Bonus shall be in addition to the above Remuneration.
Act, 2013, to hold the office upto the date of the Annual An indicative list of factors that may be considered for
General Meeting. determination of remuneration by way of Performance
Linked Bonus by the Board / Committee are:
He was also appointed as the Managing Director & Chief
Executive Officer of the Company, subject to approval of • The Company’s performance on certain defined
the Shareholders of the Company and such other approvals qualitative and quantitative parameters, as may
as may be necessary for a period of 3 (three) years w.e.f. be decided by the Board and / or the Committee,
November 06, 2020 on terms and conditions including from time to time.
remuneration as recommended by the Nomination,
• Industry benchmarks of remuneration.
Remuneration and Corporate Governance Committee of
the Board and approved by the Board of Directors. • Performance of the individual.
Broad particulars of the terms of appointment of and The proportionate Performance Link Bonus for the
remuneration payable to Mr. Nair are as under: first 6 (six) months effective November 6, 2020, shall
be paid to Mr. Nair in full, irrespective of achievement.
a. Period :
e. Participation in Employee Stock Option Plan / Scheme
3 (three) Years w.e.f November 06, 2020 with a liberty
(ESOP) or RSU or Stock Appreciation Rights (SAR)
to either party to terminate the appointment by
or such other schemes as may be evolved by the
serving 6 (six) months advance written notice to each
Company, from time to time. For the first year, he shall
other or compensation equivalent to 6 (six) months’
be entitled to ESOP worth an amount of ` 75,00,000.
salary in lieu thereof.
It is clarified that employees stock options granted
b. Remuneration per annum: / to be granted / SAR to Mr. Nair, from time to time,
shall not be considered as a part of perquisites under
`
(b) above and that the perquisite value of stock
Salary 12,812,800
options exercised / SAR shall be in addition to the
Perquisites and Allowances 22,188,800
remuneration under (b) above.
10 / 11
i. When in any financial year, the Company has no The information as required to be disclosed with
profits or its profits are inadequate, the Remuneration provisions of Section II of Part II of Schedule V of the
including the performance linked bonus and Companies Act, 2013 is provided below:
perquisites and allowances as aforesaid will be paid to
I. GENERAL INFORMATION :
Mr. Nair as minimum remuneration for that year and
a. ature of Industry : The Company is in the
N
in accordance with the applicable provisions of the
Retail business operating Departmental and
Act, Rules thereunder and Schedule V to the Act, and
Speciality stores. The Company retails products
subject to the approval of the Central Government,
of domestic and international branded apparel,
if required and subject to such conditions and
footwear, perfumes, cosmetics, jewelry, leather
modifications as may be prescribed or imposed
products, accessories, home products and
by the Central Government while granting such
toys in its stores and also retails its private
approval, as applicable.
brands across various categories. These are
j. General : complemented by personal care and various
beauty related services. Promotions and
• Mr. Nair shall perform such duties as shall from
events are an integral part of service offerings
time to time be entrusted to him, subject to overall
to the customers, which helps the Company
supervision, guidance and control of the Board of
to create a unique shopping experience.
Directors of the Company.
Currently, the Company has 84 Shoppers
• Mr. Nair shall be entitled to reimbursement of Stop stores across the country and 11 Home
expenses actually and properly incurred by him for Stop stores 127 beauty doors and 26 Airport
and in connection with the business of the Company. Stores across 44 cities in India. Over the years,
the Company has also begun operating a
• Mr. Nair shall not be entitled to receive any sitting
number of speciality stores, namely,
fees for attending the meetings of the Board of
Estee Lauder, MAC, Clinique, Smashbox
Directors or the Committee(s) thereof.
and Bobbi Brown.
• Mr. Nair shall act in accordance with the Articles of
b. Date of commencement of commercial
Association of the Company and shall abide by the
production: The Company was incorporated on
provisions contained in Section 166 of the Act with
June 16, 1997 and has already commenced its
regard to duties of directors.
business of Departmental and Speciality stores.
• Mr. Nair shall adhere to the Company’s Code of
c. Financial Performance: Financial performance
Conduct and policies framed by the Company
of the Company during the last three
from time to time.
years is as under:
This explanatory statement may also be
(` In Crores)
read and treated as disclosure in compliance
Profit /
with the requirements of Section 190 of the Sr.
Financial Year
Gross
(Loss) After
Companies Act, 2013. No. Turnover
Tax
1 2018-19 3499.19 123.69
E xcept Mr. Nair, none of the Directors and Key
2 2019-20 3414.47 (70.66)
Managerial Personnel of the Company and their
3 2020-21 1943.86 (354.93)
respective relatives are, in any way, concerned or
interested, in the Resolutions set out in Item Nos. 3 and
d. oreign Investment or Collaborations, if
F
4 of this Notice.
any: 5.87% of the share capital of Company
The Memorandum of Terms of appointment of as on March 31, 2021 is held by non-resident
Mr. Nair, setting out the terms of appointment Indians, foreign Portfolio investors & foreign
is available for inspection at the registered office institutional investors. There has been no
of the Company. foreign collaboration and foreign investment
by the Company.
The Board of Directors of the Company recommends
the passing of the Resolutions set out in Item Nos. 3 II. INFORMATION ABOUT THE APPOINTEE:
and 4 of this Notice as Ordinary and Special Resolution Mr. Nair, 54, joined the Company as Managing
respectively, for approving the appointment of Director & Chief Executive Officer w.e.f. November 6,
Mr. Nair as the Managing Director and payment 2020. Prior to joining the Company, he was CEO for
of remuneration as set out herein, to the extent it Westside at Trent Limited since January 2020. Prior
exceeds remuneration as set out in Section II of Part thereto, Mr. Nair was the Chief Commercial Officer
II of Schedule V of the Companies Act, 2013, and at Trent Limited from April 2017 to December 2019.
requests your approval for the same. Before joining Trent Limited, Mr. Nair was associated
with Marks & Spencer Reliance Pvt. Ltd as Managing
Director from 2012 till 2017. Prior thereto, he had Steps taken or proposed to be taken for improvement
worked with Marks & Spencer Plc from 2004 to 2012 and expected increase in productivity and profits in
at various positions viz. Director, MSI & Head of Region measurable terms:
(South Asia), and Director of M&S, India for the Retail
• The Company is taking significant steps to revamp
Stores’ buying operations. Prior thereto, Mr. Nair was
the private brand portfolio.
based in London, working for M&S, UK. He has also
worked in Madura Garments and Arvind Mills. • With a plan to have a higher marketing spend, use of
digital media the company plans to drive customer
Mr. Nair is a Bachelor of Technology (Hon) from NIT,
entry and in turn increase in topline.
Calicut and a MBA in Marketing from S.P. Jain Institute
of Management and Research, Mumbai. • The Company also plans to promote its offering to
its First Citizen members so as to get an increased
Mr. Nair was paid ` 128 lacs as remuneration in the
share of their wallet.
Financial Year 2020-21 and ` 47 lacs in the Financial Year
2021-22 (upto May 21, 2021) as a Managing Director • The Company is targeting substantial reduction
& CEO of the Company. Please refer explanatory in costs by way of reduced operating costs and
statement of item nos. 3 and 4 of this Notice for the rationalization of work force.
remuneration proposed to be paid.
• The Company has been focusing on increasing its
Recognition or award : N.A online sales. The commercial tie up with Amazon
Taking into consideration, his qualifications, expertise Seller Services Pvt. Ltd; will throw positive results in
and experience, he is best suited for the responsibilities due course of time.
assigned to him by the Board of Directors. Further, in
• The Company is also strengthening its
view of the size of the Company, the profile of Mr. Nair,
management team with qualified and experienced
the responsibilities shouldered by him and the industry
professionals to drive the top-line and profitability
benchmarks, the remuneration paid / proposed to be
of the department store business.
paid is commensurate with the remuneration package
paid to senior level counterparts of Mr. Nair in other • The Company is exiting loss making retail stores
similar companies. and continues to invest in new stores.
Mr. Nair has no pecuniary relationship directly Expected increase in productivity and profits in
or indirectly with the Company, other than his measurable terms:
remuneration and is not related to any director or
As the Company continues to invest into new stores,
key managerial personnel of the Company. Further,
new technology across the Country, we expect the top
Mr. Nair does not hold any equity shares of the
line and the profitability to grow equal or higher than
Company. Mr. Nair does not have any interest in
the industry benchmarks.
the capital of the Company or any of its subsidiaries
directly or indirectly or through any other statutory IV. Disclosure
structures and does not have any, direct or indirect The disclosures in respect of remuneration package
interest or related to the directors or key managerial and other details of all the Directors shall be made
personnel or Promoters of the Company or any of in the Corporate Governance Report which shall be
its subsidiaries including at any time during the last attached to the Board of Directors Report.
2 (two) years before the date of his appointment. He
During the financial year 2020-21, post Mr. Nair’s
possesses graduate level qualification with expertise
induction as Managing Director & CEO of the Company,
and specialized knowledge in the field in which the
there were three Board Meetings held on November
Company operates.
13, 2020, January 15, 2021 and March 11, 2021 which
III. Other information were attended by him. Further, during the current
Reasons of loss or inadequate profits : financial year 2021-22, there was one Board Meeting,
During the year under review, due to the impact of i.e. on May 21, 2021 which was attended by him.
COVID-19, the country had to face a lockdown and
Item No. 5
various restrictions on business, affecting the ability
The members of the Company at its 19th Annual General
of the Company to carry out operations. Further the
Meeting held on July 29, 2016, had approved the remuneration
consumer sentiment was hit badly due to the general
payable to Non-Executive Directors of the Company of a
despair, large scale loss of jobs and immobility. The
sum not exceeding 1% of the net profits of the Company for
aforesaid impact, resulted in substantial reduction
each year for a period of five years commencing from April 1,
in sales, apart from the fact that the retail industry is
2016. However, the 1% limit does not apply in a year in which
highly competitive and operates on very low margin,
the Company has inadequate profits or no profits.
resulting in a corresponding loss to the Company.
12 / 13
The Government with a view to adequately compensate in addition to the sitting fees for attending Board/Committee
non-executive directors, has bought amendments to meetings, other permissible reimbursements and services
Section 149(9) and 197(3) of the Companies Act, 2013 rendered of a professional nature as provided under Section
read with Schedule V therein, permitting payment of 197(4) of the Act.
remuneration to non-executive directors in a year that the
Thus the Company seeks approval from members for
Company has inadequate or no profits, within the ceiling as
payment of remuneration to non-executive directors as
specified in Schedule V, subject to compliance of conditions
aforesaid, for a period of 3 (three) years commencing
specified therein.
from FY 2020-21.
In order to retain and attract the best talent to the Board
The Nomination, Remuneration & Corporate Governance
of your Company, it is felt necessary that apart from the
Committee and the Board of Directors of the Company
managerial personnel, the non-executive directors are
recommend the passing of the resolution as an
suitably compensated in years of inadequate or no profits.
Ordinary Resolution.
The same would enhance their level of involvement with the
Company. In view of the same, considering the Company’s None of the Directors, Key Managerial Personnel or their
operations, its expanding activities, rich experience respective relatives, except all the Non-Executive Directors
and expertise brought to the Board by Non-Executive of the Company to whom the resolution relates are
Directors, it is proposed that the Company continue to concerned or interested in the Resolution mentioned at Item
pay remuneration to Non–Executive Director, of a sum not No. 5 of the notice.
exceeding 1% of the net profits of the Company for each year
The information as required to be disclosed with provisions of
for the three years commencing from Financial Year 2020-21;
Section II of Part II of Schedule V of the Companies Act, 2013
and further in case in any year where there are inadequate
is as provided in Explanatory Statement to Item 3 and 4 and
profits or no profits, remuneration may be paid within the
shall also form an integral part of this explanatory statement.
ceiling as specified in Schedule V - Part II – Section II A of the
Companies Act, 2013, including any statutory amendments, By Order of the Board of Directors
modifications or re-enactments thereof, as may be made of Shoppers Stop Limited
thereto and for the time being in force. Such payment will be
Place: Mumbai Vijay Kumar Gupta
Date : May 21, 2021 Head Legal, CS & Compliance Officer
ANNEXURE
DETAILS OF DIRECTOR SEEKING APPOINTMENT / RE-APPOINTMENT AT THE MEETING
Particulars Mr. Neel C. Raheja (Re-appointment) Mr. Venugopal Nair (Appointment)
DIN 00029010 00046163
Date of Birth & age June 27, 1974 - 47 years October 10, 1967 - 54 years
Date of first appointment June 16, 1997 November 06, 2020
on the Board
Qualifications Post graduate in Commerce from Mumbai Bachelor of Technology (Hon) from NIT, Calicut and a
University. He also holds a Degree in Law and has MBA in Marketing from S.P. Jain Institute of Management
successfully completed the Owner/President and Research, Mumbai.
Management Program from Harvard Business
School, Boston, U.S.A.
Experience (including Mr. Raheja has over 27 years of experience, been Mr. Nair is an International Retail Leader with 27 years of
expertise in specific actively involved with K. Raheja Corp. Group’s rich and varied experience in the Retail & Apparel Industry
functional area) / Brief business which ranges from real estate development across South Asia & Europe.
Resume / Brief profile to retailing, malls, hotels and infrastructure. As Mr. Nair was the CEO - Westside at Trent Limited, from
a Group President, he has spearheaded Hotel January to October 2020. Prior to that Mr. Nair was the
business development and growth, and has been Chief Commercial Officer - Trent Ltd, from April 2017
instrumental in setting up premium Hotels such to December 2019, where he was responsible for all
as Renaissance Mumbai Hotel & Convention its commercial operations, including merchandising,
Centre, J W Marriott Hotel, Juhu; Marriott Executive store operations, E-com, projects, marketing, visual
Apartments, Powai, Whitefield Marriott, Bengaluru; merchandising, IT, business excellence and Landmark
Four Points by Sheraton, Vashi, Navi Mumbai stores. He was Managing Director - Marks & Spencer
and Westin, Hyderabad. On the Retail side, he Reliance Pvt. Ltd, from 2012 to 2017, where he played a
has been instrumental in establishing brands like pivotal role in its growth. During his tenure, the turnover
Shoppers Stop, Inorbit Malls and HyperCity. He of the business tripled and the number of stores under
is also spearheading the spread of setting up of operations, more than doubled, with a significant growth
‘Mindspace’ brand of IT Parks on pan-India basis – in local sourcing. He was Director, MSI & Head of Region
the one set up and operational in Malad, Mumbai (South Asia) from, 2004 to 2012 - Marks & Spencer Plc,
is a household name and the most sought after wherein he had the dual responsibility as Head of Region
destination among IT Majors. A similar project is (South Asia), and Director of M&S, India for Marks &
underway in Hyderabad and Airoli, Navi Mumbai. Spencer Reliance Pvt Ltd, which operates the M&S stores
in India. Prior to that Mr. Nair was based in London,
working for M&S, UK. He has also worked in Madura
Garments and Arvind Mills.
Terms and Conditions As per the resolution passed by the shareholders at As per the special business no. 4 of the Notice of the
of Re-appointment the Annual General Meeting held on July 27, 2018, Meeting read with explanatory statement thereto.
Mr. Raheja was re-appointed as a Non-Executive
Director, liable to retire by rotation.
Remuneration 2020-21 ` 10 lacs (` 3 lacs as Commission and ` 7 lacs as As per the special business no. 4 of the Notice of the
(including sitting fees) Sitting Fees) Meeting read with explanatory statement thereto.
Remuneration proposed to He shall be entitled to sitting fees for attending As per the special business no. 4 of the Notice of the
be paid Board meetings and / or Committee Meetings and Meeting read with explanatory statement thereto.
commission, if paid, for succeeding financial years.
Shareholding in the 24,87,419 equity shares of ` 5 each. None
Company
Relationship with other Mr. Neel C. Raheja, is the younger brother of Not related to any Director and / or Key Managerial
Directors / Key Managerial Mr. Ravi C. Raheja, Director and son of Mr. C. L. Personnel of the Company
Personnel Raheja, erstwhile Chairman of the Company.
Number of Board meetings 8 of 8 3 of 3
of the Company attended
during FY 2020-21
14 / 15
Particulars Mr. Neel C. Raheja (Re-appointment) Mr. Venugopal Nair (Appointment)
Directorships held in other 1. Chalet Hotels Limited Crossword Bookstores Limited
Companies (excluding 2. Eternus Real Estate Private Limited
this Company, foreign 3. Genext Hardware & Parks Pvt. Ltd.
companies and Section 8 4. Inorbit Malls (India) Pvt. Ltd.
companies) 5. Intime Properties Ltd.
6. Ivory Properties And Hotels Pvt. Ltd.
7. K. Raheja Corp Pvt. Ltd.
8. K.Raheja IT Park (Hyderabad) Ltd.
9. K. Raheja Pvt. Ltd.
10. Sundew Properties Ltd.
11. Trion Properties Pvt. Ltd.
Membership/ Chairmanship 1. K. Raheja IT Park (Hyderabad) Limited: Member None
of Committees of other of the Audit Committee
Companies.* 2. Sundew Properties Limited: Member of the
Audit Committee
3. Intime Properties Limited: Member of the Audit
Committee
4. Chalet Hotels Limited: Member of Stakeholders
Relationship Committee.
5. K Raheja Corp Investment Manager LLP (acting
as Investment Manager of Mindspace Business
Parks REIT): Member of Audit Committee &
Stakeholders Relationship Committee.
* In terms of the provisions of Regulation 26 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Memberships/ Chairmanships in only two committees viz. Audit Committee and Stakeholders
Relationship Committee (known by whichever name) are considered.
TRANSFORMING HOPPING
II ~
ANNUAL REPORT
B U I LT O N T R U ST 2020-21
TRANSFORMING HOPPING
Our customer obsession
for all things stylish is met
at our stores that offer
them myriad choices from
renowned international and
national brands. But we do
not stop there. We go beyond
to include conveniences
and perks, continuously
enhance experiences
and make shopping a
delight for our diverse
cross‑section of customers.
2/1
TEADFAST ON
OUR COMMITMENT
We are pragmatic in our approach
to achieving our ambitious
goals. We strive for excellence
across financial and non-financial
performance. To cater to an array,
we at Shoppers Stop, bring an agile
business model and the ability to
take cautious risks, which enable
us to create long-term, sustainable
value for our stakeholders,
through all odds.
Report
` 2,142 crore
Corporate Review REVENUE
04 Who We Are
10 Board of Directors
14 Management Team
16 COVID-19 Initiatives
Strategic Review
18 Transforming Shopping
` (187) crores
20 Chairman’s Communique EBITDA
22 Message from the MD & CEO
24 Key Performance Indicators
26 Steadfast on our Commitment
28 Megatrends
Responsible Business
30 Governance
32 Built on Trust
` (305) crores
PAT
34 Risk Management
36 People
*Non-GAAP numbers are reported in this section
37 Corporate Social Responsibility
38 Awards
Statutory Reports
40 Management Discussion and Analysis
52 Directors’ Report
69 Business Responsibility Report
80 Corporate Governance Report
Financial Statements
101 Standalone
185 Consolidated
-
'1VARANGA
Upto 20% Off
Check our
website
to get to know
us better
Who We Are
VISION
To be an inspirational and trusted brand,
transforming customers’ lives through fashion and a
delightful shopping experience every time.
INTEGRITY
EXCELLENCE
We will be fair
We will have an
and not take
environment
what is not ours
that encourages
development
INNOVATION CARE
We will have an We will have a
environment of willingness to
innovation and apologise and
growth forgive
4/5
SCALE
84
DEPARTMENT STORES
127
BEAUTY DOORS
29
CROSSWORD STORES
11
HOMESTOP STORES
88 million
ONLINE CUSTOMER VISITS
(FY 2021)
47
CITIES
25,600
PIN CODES COVERED
••
Who We Are (Contd.)
PRODUCT PORTFOLIO
DEPARTMENT
STORES
India’s foremost
fashion and beauty
retailer, operating out
of state-of-the-art
stores
84
STORES
BEAUTY
SPECIALTY
India’s #1 offline beauty
destination with a strong
omni-channel presence
127
BEAUTY DOORS
CROSSWORD
One of India’s largest
bookstore chain
13
CITIES
29
CROSSWORD STORES
D
D
6/7
Corporate Review
SHOPPERSTOP.COM
Website and mobile app that offer a
convenient at-home experience
Strategic Review
1,20,000+
STYLES FEATURED ON THE APP
11.5 million
APP DOWNLOADS
70 million
Responsible Business
VISITS
HOMESTOP
Premium, concept-led home
Statutory Reports
store with contemporary
designs to add exclusivity
to your space
11
STORES
Financial Statements
Who We Are (Contd.)
STRATEGIC PILLARS
8 million
experience
78%
CONTRIBUTION TO SALES `9,000
AVERAGE TICKET SIZE
40%
Personal Shoppers’ digital initiatives
• White Glove service
• Endless Aisle – A digital tab that customers can use
CONTRIBUTION TO to browse through options in the store
ONLINE SALES • Yellow Messenger service – A chat-enabled, real-time
online interaction
• Appointment services
• Exclusive in-house app
8/9
Corporate Review
PRIVATE AND EXCLUSIVE
BRANDS
Iconic, homegrown brands, as well as
Strategic Review
exclusive international and celebrity
brands curated across the categories of
men’s, women’s and children’s apparel,
accessories, and beauty
14%
Responsible Business
CONTRIBUTION TO SALES
BEAUTY
Dominating the beauty segment in India
with a large in-store presence, through our
Statutory Reports
department stores and standalone
bridge-to-luxury formats
127
STORES
16%
CONTRIBUTION TO SALES
Financial Statements
New Launches
• Arcelia private label in the bath and body category
• Ten Image in the skin care category
• Bvlgari, Tiffany & Co, Loewe, Perfumes Houbigant
Paris and Nishane in the fragrances and men’s
grooming category
• Kick-started Scent-a-thon, a fragrance event
Board of Directors
10 / 11
Corporate Review
Strategic Review
Responsible Business
Neel C. Raheja Venu Nair
Non-Executive Director Customer Care Associate, MD and CEO
With a strong background in finance, Venu Nair (Venugopal Nair), is the wherein he had the dual responsibility
a degree in law from the Mumbai Managing Director and Chief Executive as Head of Region (South Asia), and
University and an alumnus of the Harvard Officer of our Company. He is an Director of M&S, India for Marks & Spencer
Business School (OPM Program), Neel International Retail Leader with 27 Reliance Pvt Ltd, which operates the M&S
has extended the Company beyond the years of rich and varied experience in stores in India. Prior to that Venu was
realms of real estate. He has worked his the Retail & Apparel Industry across based in London, working for M&S, UK.
way to the top, scaling the Company to South Asia & Europe. He has also worked in Madura Garments
new heights. With an ear to the ground and Arvind Mills.
Prior to joining Shoppers Stop he was
and ability to pre-empt trends, he has
the CEO of Westside at Trent Limited. Mr. Nair is a Bachelor of Technology (Hon)
been at the forefront of driving change
Statutory Reports
In his earlier stint he was the Chief from NIT, Calicut and a MBA in Marketing
and innovation within the Group. He also
Commercial Officer - Trent Ltd, where from S.P. Jain Institute of Management
ushered in the malls and department
he was responsible for all its commercial and Research, Mumbai.
stores format in India, Inorbit Mall,
operations, including merchandising,
Shoppers Stop and Crossword bookstores
store operations, E-com, projects,
are the culmination of his endeavour to
marketing, visual merchandising, IT,
bring organised retail into the country.
business excellence and Landmark
A respected name in the industry, Neel stores. He was Managing Director - Marks
chairs some of the most important & Spencer Reliance Pvt. Ltd, where he
committees that shape key industry played a pivotal role in its growth and
developments. He plays an active role during his tenure, the turnover of the
in the Group’s philanthropic initiatives business tripled and the number of stores
through the K. Raheja Foundation, under operations, more than doubled,
Sadhana Education Society and S. L. with a significant growth in local sourcing.
Raheja Hospital. He also drives the He was the Director, MSI & Head of
Financial Statements
Group’s growth through Green Building Region (South Asia) - Marks & Spencer Plc,
initiatives in sustainable development. He
was recently awarded the EY Entrepreneur
of the Year Award 2020 for the Energy,
Real Estate and Infrastructure category,
along with his brother Mr. Ravi C. Raheja.
Board of Directors (Contd.)
12 / 13
Corporate Review
Strategic Review
Responsible Business
Nirvik Singh Robert Bready William Kim
Independent and Non-Executive Director Independent and Non-Executive Director Independent and Non-Executive Director
Nirvik brings to the Board his keen sense Robert is a freelance retail expert William is an experienced executive with
of marketing communications and over with over 28 years of experience in an obsession for Design Thinking and
30 years of experience in the industry. fashion retail, both online and offline. using creativity to solve today’s business
He is the Global COO & President He built his career across different issues. He is skilled in transforming
International of Grey Group, a leading functions in buying and merchandising company models utilising Luxury/
global marketing communications while moving his way from mid-size Contemporary/Hard Luxury/ Retail /
network- overseeing, Europe, Latin family-owned River Island to blue-chip Digital Sector experiences to build a
America, Asia Pacific, Middle East and multinational brand Arcadia Group. future-proof, global, digital model. He
Africa. He oversees a network of over He joined the start-up team at Asos. is the EVP – Global Retail and Digital
3,500 professionals across 28 countries com as Executive Director- Product & Commerce with Samsung, since February
in over 35 cities. He has been credited Trading, overseeing significant growth 2019. He was previously the CEO of
with Grey’s growth in the region. His across all areas of the business. He AllSaints, a fashion retailer headquartered
Statutory Reports
highly regarded business acumen has joined the board of Asos Plc and led in London, UK. He has also worked with
led to numerous acquisitions by the all product and trading strategy and Burberry Group PLC, where had played
Grey network in various countries, such delivery within the company across varied roles from Vice President to
as China, India and Korea, among others. all 140 countries. He helped launch a Representative Director (Korea, Taiwan,
He has also expanded Grey’s presence new initiative, KOOVs Plc, targeting South East Asia, Asia Travel Retail & DFC),
to Vietnam, Nigeria and Ghana. the growing fashion conscious, urban SVP – Digital Commerce and SVP Retail.
Indian youth market. He was also associated with Gucci Group
from 1998 to 2005 as its Chief Financial
Officer and previously worked at Coopers
& Lybrand in US and Asia.
Financial Statements
Management Team
Venu Nair
CCA, Managing Director and CEO
Karunakaran Mohanasundaram
CCA and Chief Financial Officer
14 / 15
Corporate Review
Strategic Review
Responsible Business
Anil Shankar Venkatesh Raja
CCA and Chief Technology Officer CCA and Chief Human Resource Officer
Statutory Reports
Devadas Nair
CCA and Chief Supply Chain Officer
Financial Statements
2020
some of the finest activations and series of
engagements across all our categories, such as
Womenswear, Menswear, Athleisure, Kids, Beauty,
Watches, Fragrance and Home Categories. Launched
in the first week of December, this event was ongoing
throughout the EOSS period across our stores
in the country.
16 / 17
Corporate Review
We curated an immersive experience team promoted a climate of ‘Keep the love alive’ we displayed that
for our customers under each calm, at the same time engaging our brand identity can be transformed
category, breaking the monotony of leadership to respond with timely, into a heart and an infinity sign to
the usual End-of-season sale, that accurate, assertive and consistent applaud frontline professionals for
reinforced faith to come back to the communication from all levels of their dutiful actions during these
store. We collaborated with popular the organisation. tough times. We propagated the
OTT channel, Hotstar to have well importance of staying indoor and
An emphasis on honest, open,
known faces of the television world, maintaining proper hygiene through
and transparent communication
such as Divyanka Tripathi, Karan Wahi this initiative.
was maintained. The approach
and Shivangi Joshi and influencers
came from a place of empathy and Introducing the Life Essential
like, Siddharth Nigam and Mithila
Strategic Review
understanding of the diverse impacts range
Palkar to curate shopping segment
that the crisis has the potential We introduced New Life Essentials
videos for every category and
to bear on people (physical and range to help customers manage the
activation. We look forward to making
mental). Our senior leadership team pandemic. This range includes a 5-in-1
this an annual property with new
often spoke at virtual town‑halls, sanitising kit in two variants – India
additions every year.
to boost employee morale. During Fights Back and Your BFF, comprising
Keeping spirits high internally the lockdown, we shared training a pair of hand gloves, three-layered
We are making extensive content with employees via the face mask, miniature hand wash and
use of technology and social TRRAIN app as well as our Learning hand sanitising gels, sanitising sprays,
media platforms to engage and Management System (LMS). pocket sanitisers, fruit and vegetable
communicate with employees during wash, home disinfectant sprays and
Paying tribute to the frontline
this crisis. We included strategies sanitisers formulated specially for
We introduced a new creative logo
Responsible Business
for business continuation to ensure kids and teenagers.
to pay our tribute to the frontline
people can stay psychologically
professionals. Through a video titled
resilient. Our Human Resource
Statutory Reports
Financial Statements
Transforming Shopping
CREATING
MEMORABLERETAIL
EXPERIENCES
We are responding to the new world order
by rethinking what a shopping experience
should feel like, in every way. As a phygital
retailer, newer technologies were implemented
to connect with customers, which radically
transformed the engagement. Our efforts are
focused on bringing innovative solutions to
assist customers in their shopping needs. Our
digital transformation journey strengthened our
omni-channel strategy.
Transforming processes
We implemented a new enterprise endeavour to improve our customer
solution – SAP. We revamped our journey, we ensure a convenient, safe,
popular loyalty programme – First and delightful shopping experience
Citizens and are now offering whether in-store or online.
customers the convenience of
White Glove service
Strategic Review
shopping site and mobile application.
provide them with a hassle-free
Customers can shop from their
online experience to ‘Shop
homes through our website or from
Anytime Anywhere’.
the app, including safe and quick
home delivery and contactless billing. Enhanced in-store offerings
The mobile app and website with Our customers can leverage the
an attractive design, and an easy to privileges of using our in-store
navigate user interface (UI), makes Personal Shoppers Lounge, while
the entire shopping experience our Personal Shoppers assist them
convenient, effortless and delightful. in choosing the right fit and size.
They can test the outfits in the
exclusive sanitised trial rooms at
Responsible Business
the lounge. We introduced Mobile
POS for customers opting for
queue-less billing.
My Shoppers Stop
My Way
Statutory Reports
Through this latest campaign,
we created a proposition
empowering our customers to
shop safely, comfortably, and
at their convenience. We roped
in well‑known celebrities and
influencers for this two-week
campaign. Celebrity power-couple,
Neha Dhupia and Angad Bedi show
audiences how to shop online and
Financial Statements
EMERGING STRONGER
THROUGH THE CRISIS
Dear shareholders,
In every adversity lies an
opportunity’ is an age-old adage,
one that holds true for the
current COVID-19 situation. While
the crisis tested the limits of
economies and businesses alike,
it has also provided everyone
with opportunities – to reflect and
reconsider, innovate and accept
as well as reconnect and help. It
was no different for us at Shoppers
Stop. We utilised this time to
rethink, reimagine and build a
better and stronger business.
20 / 21
Corporate Review
''
The pandemic has drastically changed customer
behaviour. There has been an acceleration in the shift to
online shopping and an increased need for omni-channel.
We leveraged the power of digital to deliver value to
our customers and are deploying digital for better
Strategic Review
decision-making, understanding customer behaviour and
improving efficiency.
As the pandemic spread, our priority While the pandemic accelerated I would like to extend my deepest
was the safety of our employees and digital transformation, it also reduced gratitude to each and every member
customers. We immediately set up consumers’ propensity to spend – of the Shoppers Stop family. Although
safety protocols across our stores mainly due to income losses and the challenges were substantial, you
and ensured that our people followed the reduced need for products, such have shown determination and acted
them. To assure our customers as professional clothing and festive swiftly to ensure a seamless shopping
Responsible Business
of their safety while shopping outfits. The biggest challenge that experience for our customers.
with us, we even released a video retailers would face is to bring the
As I conclude, I would like to
documenting all the precautionary customer back and make them feel
congratulate and welcome Mr. Venu
measures undertaken by us. safe in the stores. At Shoppers Stop,
Nair as MD and CEO of Shoppers Stop.
we are already at the top of our
To offset the effects of the pandemic, His rich experience in the retail and
game and are reimaging shopping
we had to shift our financial focus. apparel industry is sure to bode well
with services, such as Endless Aisle,
The priority was to secure the for the future of the Company.
Click‑and‑collect and Snap. Find. Buy.
Company’s liquidity and continue
I would like to assure all our
financial stability. We undertook It is still early to take stock of the
stakeholders that with your support
cost optimisation initiatives and impact of the pandemic, which is not
and faith in us, we will weather this
strengthened our balance sheet completely behind us. However, we
storm, emerge stronger and continue
Statutory Reports
through infusion of Share Capital. have definitely learned a great deal
to march forth on the path of success.
This helped us maintain steady during these trying times. It taught
momentum on liquidity and improved us that agility is the way forward – it Yours sincerely,
our financial performance. is crucial to be able to adjust and
B. S. Nagesh
adapt to changing market conditions
The pandemic has drastically changed Customer Care
that affect demand, supply chains
customer behaviour. There has been Associate and Chairman
and working methods. We managed
an acceleration in the shift to online
to do so by closing our stores when
shopping and an increased need for
needed and opening them in a phased
omni-channel. We leveraged the
manner, while adjusting our supply
power of digital to deliver value to
chains and sales channels. We have
our customers and are deploying
robust plans in place to optimise our
analytics for better decision-making,
Financial Statements
RESILIENT,
CONFIDENT AND
DETERMINED
Dear Shareholders,
The year 2020 will be remembered
for the pandemic – one that has had
a lasting impact on our business and
industry. It has taught us a lot and
these learnings will help us continue
to change for the better.
As I reflect on the year gone by,
the one word that comes to mind
is resilience. Shoppers Stop and its
people were resilient during these
extraordinary times. We stood up to
the challenge and quickly adapted to
the changing conditions to support
the business. Through all this, I
am proud of the way we showed
determination and never lost sight of
our purpose – to be an inspirational
and trusted brand, offering our
customers iconic fashion choices and
a delightful shopping experience.
22 / 23
Resilient performance portfolio and are also significantly safeguard the health of our people and
Corporate Review
Our FY 2021 results reflect the growing our infantwear and babywear customers. Due to the extraordinary
strength of our business model, the business through our private label measures undertaken by the
dedication of our team and our prudent ‘Karrot’. These steps have boosted government, we temporarily closed
and disciplined financial stewardship. the performance of our third our stores in several markets. As the
strategic pillar. social restrictions eased, we reopened
Our revenue this year was our stores in a phased manner.
`2,142 crores, which is a decline of 51% In Beauty we launched our private
over FY 2020 due to the impact of the brand ‘Arcelia’ at 63 stores in our We enhanced the safety measures
pandemic, with a margin of 30.9%. The bath and body segment. The brand at our stores to make our customers
festive demand during Q3 FY 2021 and garnered positive response from feel safe while they shop. In addition
a quantum leap in our digital journey customers. We also introduced a to ensuring that our employees and
resulted in business recovery. Our number of new brands in Fragrance customers are thermal scanned,
efforts to reach out to our customers and Skincare categories during the maintain distance, wear masks and
year. We opened the first ‘Too Faced’ sanitise hands, we steam-sanitise
Strategic Review
and service them through constant
engagement also contributed to store in India in DLF Promenade Mall, all our garments. To avoid crowding
better performance. We reported an Delhi. Our beauty event featuring in our stores, we began a ‘shop
EBITDA of (`186.7) crores, decline of Malaika Arora for a talent and beauty by appointment’ service for our
202% over FY 2020. show called ‘The Eye Stoppers’ customers, with the assistance of
received excellent response. our Personal Shoppers. We are also
In November 2020, we launched our promoting online payment modes.
rights issue of `299.2 crores, which was Our aim is to continue being young
fully subscribed. We were, thus, able to India’s favourite shopping destination. While we are doing everything possible
repay debts aggregating to `125 crores, And to do so in a rapidly changing for our people and customers, we are
and are a debt-free Company today. environment, we need robust also conscious of our responsibility
technology supported by the power towards the environment and society.
While securing the finances of our of the digital.
Company, we were also focused Towards a hopeful and
on further strengthening our Accelerating the transformation optimistic future
Responsible Business
strategic pillars. to omni-channel This has been one of the toughest
We use digital in every aspect of our years for us at Shoppers Stop. Despite
Undivided focus on our business, including financial planning, that, we made significant progress
strategic pillars real estate management, business in terms of cost reduction and
During these critical times, our planning and forecasting. brand recognition.
First Citizen shoppers bestowed us
During the year we connected all The post-COVID landscape remains
with their unwavering trust. They
our stores to our online portal, thus unclear. However, we are optimistic
contributed 78% of our revenue.
offering the entire inventory to our that our business will continue to
As of March 31, 2021, we enrolled
customers and enabling them to shop grow. We will continue to expand our
0.54 million First Citizens to the
from the convenience of their homes. footprint, grow our omni-channel
Shoppers Stop family and have
presence and march forth on our
7.8 million loyal members. We Due to the pandemic, consumers are
digital journey.
continued the subscription for the looking at online channels to research,
Statutory Reports
premium First Citizen Black members compare and shop for products. We managed to achieve a lot this year
and added 17,000+ new members. Looking at this trend, we are refreshing and this would not have been possible
our digital marketing and social media without the passion and determination
Our Personal Shoppers contributed
capabilities and upgrading our website of our amazing team. I would like to
to 16% of our revenue this year. We
and mobile app. Combining the digital extend my gratitude to their dedication
continue to be innovative to gain commerce channels with our physical and thank our customers, shareholders
customer attention and assist them stores gives our customers a seamless and investors for their confidence
through a range of digital services, omni-channel experience. in us. We will continue making
such as White Glove and chat-enabled improvements to our business and
real-time online transactions. Digital technology also helped us
retain our place in your hearts as India’s
prioritise the health and safety of
Our private brands recorded a favourite shopping destination.
our employees by enabling their
revenue of `293.5 crores a decline smooth transition to work from Wishing you all good health!
of 41.3% compared to FY 2020. Private home. We supported our team in
Warm regards,
Financial Statements
brands had a performance better the digital revolution that has taken
than our average due to better product over through a cloud-based Learning
offerings and sharp price points. As Management System and the Learning Venu Nair
people stayed at home due to the Planet programme. Customer Care
pandemic-induced lockdown, the Associate and MD & CEO
demand for formal wear was low. Safety first – For employees and
To cater to changing preferences, customers
we added Loungewear, Sleepwear As the virus spread, we swiftly
and Athleisure categories to our implemented a range of measures to
PERFORMANCE ACROSS
PARAMETERS*
I
-.-----
2019-20 4,385 2019-20 (0.4)
■
2016-17 4,061 2016-17 6.4
-,-----
2019-20 4.58 2019-20 (1.0)
■
2016-17 3.00 2016-17 6.3
■
-
2019-20 (0.04)
I 2019-20** (1.3)
-
2018-19 0.00 2018-19 79.0
2017-18 0.07
I
2017-18 12.0
2016-17 0.76
I 2016-17 (20.0)
24 / 25
Corporate Review
Loan funds (L in crores) Profit before tax (PBT) (L in crores)
I 2019-20 # (30)
I 2019-20 (9.1)
2018-19# (2)
1111
2018-19 123.7
■ I
2017-18 # 67 2017-18 29.2
Strategic Review
#
Net of Mutual Fund Investment and Bank Balances
EBITDA (L in crores)
-
Net worth (L in crores)
Responsible Business
Share capital (L in crores) Operating margin (%)
-
2020-21 55 2020-21 (8.7)
Statutory Reports
2016-17 42 2016-17 5.5
- -----
2020-21 548 2020-21 (34.5)
2017-18 666
I
2017-18 1.4
2016-17 652
I 2016-17 (2.4)
STAYING
TRUE TO OUR
PURPOSE
At its core, our purpose is to set the standards in
fashion every day. This means that we go beyond
fashion trends to respond to social practices around
fashion. We are committed to making style a shared
pleasure for people everywhere, ensuring equal
representation and making fashion a phenomenon
enjoyable by everyone, no matter their background and
life choices. In this, we are working to expand horizons
and reach more people in India.
EYESTOPPERS
2020
We launched a beauty talent show
for makeup artists, beauty advisories
and beauty influencers – EyeStoppers
2020. This talent hunt was aimed at
giving professional makeup artists
across the country a platform to
showcase their favourite trends to
audiences on the digital universe.
26 / 27
Corporate Review
that challenged them to break our audiences engaged with the Tapping on normalising makeup
creative limits and go beyond influence and popularity of influencers for men and the larger LGBTQIA+
functional make up. In addition to like Sushant Divgikar, Supriya Joshi, community, Rani’s video is a bold
this, brands like M.A.C Cosmetics, Anmol Rodriguez, among others. As declaration that people with mental
Bobbi Brown, Colorbar, Maybelline part of this, we promoted makeup as biases can never bog him down.
New York, MyGlamm, Lakmé, and a form of expression and creativity.
• In the final video titled Being Me
Givenchy hosted live shows on Through the videos, the influencers
Is Delightful, stand-up comic
unique tutorials. and role models broke the clutter
and body positivity advocate,
and stood out for who they really are
With a highly accomplished judging Supriya Joshi talks about the
with beautiful representations from
Strategic Review
panel led by actress Malaika Arora, world’s perception of beauty
different walks of life.
and award-winning celebrity and its unrealistic expectations.
makeup artist Daniel Bauer, the Messages derived from the In her video she projects the
looks created were judged by the videos boldest eyeshadows and the
best in the industry. Winner of • One of the videos titled Right To most flawless makeup telling
Mr. Gay India 2014, Sushant Divgikar Look Fabulous featured influencer people that she is not here to hide
also assisted in the jury process. and acid attack survivor, Anmol behind the shadows.
Leading influencers like Aashna Rodriguez, showcasing her self as
Eyestopper Event Highlights
Shroff, named Most Engaging a strong independent woman and a
• Leveraging our social media
Influencer 2019 by Cosmopolitan, survivor, and not a victim.
channels and celebrity influence
accomplished VJ and actor Benafsha
• The next video Won’t Tone It Down
Soonawala, singers and sister duo • Making things available
brought persons with disabilities
Responsible Business
Prakriti and Sukriti Kakar were also on Shoppersstop.com and
to the forefront. In association
part of the panel. Beauty Universe
with TRRAIN, we shared a video
Breaking beauty stereotypes of Vidhya Chettiar, a speech and • Creating in-store activations and
We looked at a series of videos hearing-impaired lady ready to take VM artist installations
to break the status quo in beauty on the world with her elegant and
• 30 million campaign impressions
standards and perceptions. Our pop alluring makeup look.
culture show #StopTheBias was
• Mr. Gay India 2014 and India’s drag
the second leg in our talent show
icon, Sushant Divgikar, famously
property – EyeStoppers 2020. The
known as Rani KoHEnur featured
judges handpicked their favourites
in the third video in the series
from over 2,350 entries and we kept
with a film titled Bold is Beautiful.
Statutory Reports
A solid strategy to expand footprint
28 / 29
Corporate Review
Leading players are playing on Beauty segment remained a lot more proposition. As customers move
the front foot after a year of lull, insulated from the pandemic, offering towards adopting marketplace
innovating while continuing to consumers a comforting pick-me-up experiences and growing appetite
strengthen their core. Given the in challenging times. for localised engagement, the
disruptions, companies are making personal touch will become crucial
Businesses in the industry have
more concerted efforts towards for customer retention.
used the time and the perspective
reconnecting with their supply chains,
gained from the crisis to reshape
making tough decisions, with regards
their business models, streamline
to the ROI at store level and ramping
their operations and sharpen value
up omni-channel services. The
Strategic Review
Key industry trends expected to accelerate
Responsible Business
and widened inequality. Companies their products come from and the refining their blends of remote
need to make the most of the state of fashion work in terms of as well as on-campus work. They
reshaped opportunities and focus security and dignity. are reskilling talent and instilling
on outperforming categories, value a greater sense of purpose
At Shoppers Stop, we believe in
segments and territories. among employees.
sourcing our products responsibly,
At Shoppers Stop, we are staying on staying in control of our supply This year, we invested in many
top of monitoring our categories and chain and its practices. This will learning programmes and
introducing products to the market ensure relationships that are modules to prepare our people
that have become key companions for beyond transactional and help for the digital revolution. The
everyone during the pandemic, like build deeper partnerships for Personal Shopper training is
the Life Essentials range, causal wear greater accountability. We are also to leverage their talents and
and lounge wear. working on social initiatives for the understanding of fashion to
Statutory Reports
cause of the environment and to extend differentiated shopping
Fast digital adoption
uplift those in need. experiences for customers.
The pandemic resulted in faster
adoption of digital than anticipated Retail ROI
and brands are embracing virtual Permanent store closures will remain
customer service and social shopping. on the rise in the post-pandemic
Collectively, retailers must optimise era, with fashion players rethinking
the online experience and channel their retail footprint and improving
mix, while intuitively peppering it store-level ROI.
with human touch.
We approached our expansion plans
The year, for us was all about ramping cautiously this year while managing
up focus on our omni‑channel sales store-level profitability, with a sharp
Financial Statements
30 / 31
Corporate Review
Corporate governance • Imbibe corporate values in the Management as well as strategic
philosophy associates and encourage them direction to our operations.
• Ensure adequate control in their conduct
We have on board an appropriate
systems to enable the • Encourage everyone in blend of Directors to maintain
Board to efficiently conduct the organisation to follow diversity and independence,
business and discharge globally recognised corporate with optimum combination of
its responsibilities governance practices Non‑Executive Directors,
towards shareholders Non-Executive Independent Directors,
Board of Directors including a female Director and an
• Practice fair and transparent
An independent and well‑informed Executive Director. The Company
decision-making
Board goes a long way in has a Non‑Executive Chairman,
• Extend fullest involvement protecting stakeholder interest and and a number of Independent
Strategic Review
and commitment of the simultaneously maximising long‑term Directors form over half of the total
Management for maximisation corporate values. Our Board along strength of the Board.
of shareholder value with its Committees provide
leadership and guidance to the Senior Committees of the Board
The committees plays a critical role
in the overall management of affairs
and the governance structure of the
Company. They were constituted to
deal with specific areas and activities,
which concern the Company
and require a closer review. The
committees comprise a combination
of Executive, Non-Executive and
Responsible Business
Independent Directors, as requisite,
to discharge various functions, duties
and responsibilities cast upon them
under the various laws, statutes, rules
and regulations applicable to the
Company, from time to time.
The Board is responsible for
constituting, assigning and fixing the
terms of reference of the Committees
in line with regulatory requirements.
The committees meet at regular
intervals and take necessary steps
to perform its duties entrusted by
Statutory Reports
the Board. There is seamless flow of
information between the Board and
its committees, as the committees
report their recommendations and
opinions to the Board, which in turn
supervises the execution of respective
responsibilities of the committees.
The following statutory committees
have been constituted by the Board
and were in action, during the
year under review:
• Audit and Risk
Management Committee
Financial Statements
SOLIDIFYING
RELATIONSHIPS
TO ENSURE
GREATER
LOYALTY
Our programmes are focused on making our brand a
household name in India. Even as customers displayed
more faith in known brands in the wake of the pandemic,
we leveraged the opportunity and strengthened our
loyalty programmes to give customers the confidence
they need to start shopping again and get more out of
the retail experience.
First Citizen is our programme to offer Crossword, Acelia, MAC, Clinique, • Introduction of Charter of Rights
unparalleled benefits and privileges Estee Lauder, Bobbi Brown and and giving more rights to the First
to our customers. This year we made Smashbox stores Citizen members
several additions to the benefits that
• Annual subscription based • Bringing important moments
customers can enjoy as part of their
Black Card for our super to life by extending surprise
membership on this programme.
premium customers. winnings on registered special
The following salient features were
occasions, such as birthdays,
launched during June this year to • Launching the Platinum tier, which
anniversaries, among others
make it more digital-first: is a level to be unlocked to gain
higher benefits
• One membership valid across
Shoppers Stop, HomeStop,
32 / 33
New TIER structure
SAFEGUARDING BUSINESS
AGAINST KEY THREATS
To be on top of our game in the dynamic world of
fashion, we must seize opportunities and anticipate
threats. Through our robust risk management process
and internal control framework, we carry out a complete
review of our risks every year and devise action plans to
mitigate them.
The Management has The Management has Each risk has been assessed,
adopted a risk universe identified key risks, which according to its likelihood of
encompassing key they believe can affect occurrence and the impact
external and internal risks achievement of our goals on the business/organisation
across organisations and need to be highlighted should the risk occur
to Risk Committee
• Costs were optimised and the operations were made more productive.
We saved `433 crores vs FY 2020
34 / 35
Corporate Review
Risk Mitigation plan
Shift in social, cultural, The Management made investments in the following to transform
economic, fashion and other our Company and enrich overall experience within the following:
customer preferences,
• People
impacting customer
• Technology
loyalty and retention
• Omni-channel
• Improved store look and feel
• Brand and private brand positioning
• Loyalty programmes
Strategic Review
Diverse retailers offering • Build a nation-wide footprint across all shopping channels to achieve
similar merchandise the widest reach, replicating quality and service standards across
channels/markets. Expanding the reach by aggressively opening new
offline stores in major cities as well as tier-2 and tier-3 cities
• Monitoring industry trends and developing key strategic initiatives to
focus on more personalised customer service, private brands, Beauty
segment and availability quotient at our stores
• Evaluating and benchmarking new technologies and their feasibilities
for usage in the business from a customer/commercial perspective
Responsible Business
Data Protection Bill- Evolving Evaluating to deploy external agencies in assessing
privacy/identity management and confirming the gap between present practices and
and information security procedures, which include the requisite internal systems
related compliances via the that are required to gear up to the requirements of this Act.
Bill and the increased cost of
protecting data
Inability to manage cyber • We are certified by PCI-DSS, which is a standard that ensures
Statutory Reports
security threats compliance and adherence to best-in-industry security practices
• The corporate security policies are revised keeping in view remote
working and additional appropriate controls
• As per legal mandate, we conduct cyber security risk analysis
with the help of third-party agency to assess the internal/external
risks in this space and take steps to assure that we have adequate
safety nets to counter the risk from breaches
Financial Statements
Inability to attract and retain • We have in place adequate safeguards at appropriate seniority
top talent and ineffective levels to control the risk of high attrition rates
succession planning at • Operationalised a robust development and assessment plan
senior management levels for all key positions, with a process of developing a sustainable
succession plan and pipeline at senior and mid management level
People
36 / 37
Corporate Social Responsibility
Corporate Review
HELPING REBUILD LIVES
AND COMMUNITIES
Our community participation initiatives go a long way in helping
more people secure a life of dignity for themselves. We are focused
on helping women of the society become more independent and
Strategic Review
resilient. Preserving the planet and its natural wealth continues to
remain among our top priorities.
Responsible Business
we, in partnership with Goonj have from around India
embarked on a unique mission
c) Torn clothes will be shredded
to make fashion more thoughtful
to make recycled and reusable
and sustainable.
cloth bags, mats and quilts, which
Goonj is a non-governmental will be given to underprivileged
organisation, which works throughout families in rural areas.
the year to channel underutilised
The engagement of marginalised
material from resource-rich urban
women for preperation of sanitary
India to the rural/slum India. Founded
pads acts as a livelihood generation
in 1999, Goonj works in parts of Completion of the community
programme for the women employed,
22 states, addressing basic but participation initiatives started
while also enabling access to
often ignored issues around water, in 2020-21
Statutory Reports
menstrual kits, as the sanitary pads
sanitation, agriculture, environment The collection of old clothes could
so prepared are donated to women
and education. They offer livelihood not take place due to the pandemic
in rural areas.
opportunities by creating a barter and the activity had to be suspended.
between community labour and Understanding the difference we During this time, the women were
urban material. are making in the society also immobile and could not make
Recycling 1 kg of used clothes reduces sanitary napkins and the programme
As part of this initiative, we facilitate
was stopped. The initiative could pick
the collection of usable clothes • 3.6 kg of CO2 emissions
up pace only between February and
from our customers at our stores.
• 6,000 litres of water consumption March 2021. Goonj has reverted in
The same are thereafter sent to the
April stating that due to the lockdown
recycle centres of Goonj. Goonj • Generates employment
declared due to the second wave
thereafter segregates the clothes for up to 2 women
of COVID-19, the initiative had to
Financial Statements
DAZZLING INDUSTRY
RECOGNITIONS
38 / 39
Statutory Reports
40 Management Discussion and Analysis
52 Directors’ Report
69 Business Responsibility Report
80 Corporate Governance Report
Financial Statements
101 Standalone
185 Consolidated
Management Discussion and Analysis
40 / 41
Indian markets online players. Even though online sales saw phenomenal
Corporate Review
Changes in customer behaviours have been seen growth, brick and mortar stores remain relevant, especially
domestically too, with COVID-19 derailing India’s retail in segments like apparel and footwear where customers still
growth by a couple of years. Restriction in operations and prefer to physically go and make the purchase.
supply chain, lower discretionary spend due to lack of secure
Indian retail industry outlook
income flow and health risk comprehension leading to lower
India had been witnessing strong consumption growth for
footfalls into stores, were some of the factors affecting the
several years now, which was forecast to triple4 by 2030. This
India growth story.
has largely been driven by strong fundamentals, including
The pandemic tested the adaptability of the Indian retail the burgeoning middle and affluent class, urbanisation,
sector, and it has been seen that retail players navigated nuclearisation and one of the world’s youngest population
the crisis by leveraging technology and acceleration of with a hunger for spending. Backed by the world’s
e-commerce growth. second-largest consumer base, India’s retail industry is
Strategic Review
emerging among the fastest evolving and digitising sector.
2010 2019 2020
With economic activity picking up, as recorded across
Brick and mortar retailing 16-19 45-46 43-44
multiple factors and consumer sentiment, India is expected
(` Tn)*
~11% over 2010-19 ~ (4) % over to be back on its growth trajectory with a delay of 1-2 years.
2019-20
Pre-COVID Post COVID
E-commerce (` Tn) ** <0.1 2-3 3-4 2010 2019
2030 (F) 2031-32 (F)
~48% over 2010-19 ~ 28% over Total consumption 35-45 115-125 360-370 360-370
2019-20 (` Tn)*
Total consumption- 11-12% over Post-COVID CAGR of
*Includes overall traditional and modern retail in India
CAGR 2010-2019 8-9% over 2019 to 2031-
across categories
32 F
** Includes overall e-commerce in India across categories Overall retail (` Tn) 16-19 47-48 130-140 130-140
Responsible Business
Overall retail- CAGR 12-13% over Post-COVID CAGR of
Source: BCG – RAI: Retail resurgence in India 2010-2019 9-10% over 2019 to 2031-
32 F
Statutory Reports
operations and looking for collaborations with existing
• Change in regulations leading to increased local sourcing, labour and store operations
Financial Statements
A short-term impact of the pandemic has been customers FY 2021 was a challenging year for businesses across the
dressing for comfort with wardrobes getting casualised. globe with restrictions in movement and social distancing
Athleisure saw an acceleration owing to ‘Work from home’ norms. For us, investments in technology over the last few
and fitness needs of consumers are expected to grow at years reaped rich dividends as customers shifted towards
above industry average rate of 20-25%5 over the next 4-5 online sales in the New Normal. We remained committed
years. A pent-up demand is expected to be seen in the to keeping stakeholders’ interests at the core and our
return-to-office phase. employees showed unmatched dedication and discipline.
42 / 43
1. SCOT analysis
Corporate Review
Strength Challenge
• First Citizens loyalty programme • Pandemic impacting footfall at stores
• Increased omni-channel presence • Accelerated technology adoption
• Personal Shopper service • Inadequate availability of skilled workforce
• Brand marketing • Increased cost of operations
• Strong brands across Apparel, Beauty, Accessories and Home
• Robust supply base
• Strong systems, processes and teams
• Corporate governance
Opportunity Threat
• Online expansion • Economic conditions
• Premiumisation and access to global brands • Increased competition
• Expanding Beauty and Personal Care categories • Industry disruptions
Strategic Review
• Further growth of private brands • Marketplace scale in fashion and beauty
• Digital innovation
• Focus on analytics
Responsible Business
partnering with prominent influencers. We draw from
behaviours, empowering us to make informed
25+ years of rich insights into customers’ shopping
analytical decisions and reach out to customers in a
behaviour, habits and preferences, to design and
more personalised manner.
plan our campaigns and promotions. In the year, we
1.1.2. Increased omni-channel presence effectively carried out thought-provoking campaigns
Our expansive presence across channels contributed with customer sub-segments and regional segments
significantly to growth in these times of changing and created new marketing occasions and properties.
trends. A cross-channel approach, comprising 84 large We promoted safety, social distancing and unity during
department stores across 47 cities, 11 Home stores, the year as a voice of change for the new normal. Bold
127 specialty beauty doors stores, 26 airport stores, campaigns were launched for the festive season, end
e-commerce website, and a mobile application that of season sale and to create digital channel adoption.
allows online shopping, click and collect and Endless
1.1.5. Strong brands across Apparel, Beauty, Accessories
Statutory Reports
Aisle, have helped us become more accessible and
and Home
strengthen ties with shoppers. We use ship-from-store
Our product portfolio caters to evolving fashion trends
strategy with a single view of inventory.
and covers a wide range of customer preferences,
ShoppersStop.com recorded 70 million visits to its across Apparel, Beauty, Accessories and Home.
website and 1.7 million mobile app downloads, serving Designed to meet the requirements of every customer
25,600 pincodes. Net online sales grew by 92% over segment, a variety of products encompassing private
the year, despite it being shut for over two months at labels, national and international brands, exclusive
the beginning of the year, with a steep trajectory during tie-ups and niche categories, together with an
the second half, resulting in 92% of growth in net sales incomparable ‘Shoppers Stop’ brand recall, attract
over first half, once the stores were operational. and retain customers. This has enhanced our market
position and enabled us to become the first choice for
1.1.3. Personal Shoppers service
mall developers, brands and suppliers, thereby helping
Financial Statements
44 / 45
1.3.5. Digital innovation data models – key enablers in the high contribution of
Corporate Review
Digitalisation has transformed the industry, with repeat sales of over 60% offline and online for us.
technology enabling discovery, revolutionised
1.4 Threat
customer experiences online and purchase pattern
1.4.1. Economic conditions
alternations. The path to purchase is not linear, which
Economic slowdowns have a direct impact on
is birthing digital innovation in the retail industry
consumption, in which retail, being the end
as retailers use creative ways to guide consumers.
service provider of consumption in the value
Customers use our app in stores for seamless shopping,
chain, faces maximum difficulties. A subdued GDP
access to services and discovery of merchandise,
growth performance, lowered market confidence,
making it a truly omni-channel experience.
unanticipated policy reforms and rising oil prices,
We marketed the omni-channel shopping methods along with the ramifications of the pandemic are
through a campaign titled ‘My Shoppers Stop, My some macroeconomic factors affecting retail
Strategic Review
Way’ with celebrities. This boosted app downloads performance.
to 1.7 million year on year, and also increased digital
1.4.2. Increased competition
adoption of Personal Shopper with a significant
With India presenting an attractive retail market, there
number of customers shopping remotely through the
is a continuous influx of new entrants into the sector.
White Glove service.
Our nationwide footprint, seamless service offers,
1.3.6. Focus on analytics diversified format presence and capable management
As retail market becomes extensively competitive, team help us retain our competitive edge.
optimising processes while satisfying customer
1.4.3. Industry disruptions
expectations is crucial. We are a forerunner in
Increased competition among leading national
using consumer data for better planning of sales
retailers, compounded by foreign brands entering
and marketing, sharper consumer targeting and
the market has led to rivalry for locations, footfalls
personalised services. Besides, giving real-time
Responsible Business
and offering price-based discounts to attract the
update of stocks and inventory, data offers great
customer. Our robust pipeline of stores and an array
potential for growing online sales through inventory
of insightful promotions help us navigate a tough
ads on digital media. We are leveraging our data
operating context.
analytics capabilities by aggregating customer
interactions, both in-store and online. Focus remains 1.4.4. Marketplace scale in fashion and beauty
on enabling personalised consumer experiences, using The existence of online marketplaces in fashion and
data collected from loyalty programmes and customer beauty with all-season discounts on new and old
merchandise can pose a threat to department stores.
Statutory Reports
Financial Statements
2. Performance review
2.1. Operational metrics
-- (2.5)
2018-19
2017-18
44.5
42.5
2018-19
2017-18
--- 3.9
2.1
2016-17
-
Transaction size in
3.1
Sales mix in
departmental stores (in %) Shrinkage (as a % of sales)
38.9
2020-21 61.1 1.0
38.5
2019-20 61.5
0.4 0.4
38.4
2018-19 61.6 0.3 0.3
36.9
2017-18 63.1
2016-17
2017-18
2018-19
2019-20
2020-21
36.4
2016-17
2016-17 63.6
■ Apparel ■ Non-apparel
46 / 47
Corporate Review
Merchandising purchase 3. Financial Review
2.2. Efficiency metrics 3.1. Financial metrics
We evaluate our gross margin with reference to space, • EBITDA/Operating profit (Non-GAAP):
inventory and labour to monitor efficiency with the help Operating profit (without exceptional items) in FY 2021 is
of three indicators, including gross margin return on `186.69 crores as compared to `182.99 crores in FY 2020.
inventory (GMROI), gross margin return on floor space
(GMROF) and gross margin return on labour (GMROL). EBITDA (` in crores)
GMROI (` in lakh)
5.12 264.50
4.82 201.80 182.99
Strategic Review
4.44 220.30
4.65 (186.69)
2016-17
2017-18
2018-19
2019-20
2020-21
3.44
2016-17
2017-18
2018-19
2019-20
2020-21
Responsible Business
crores, respectively.
GMROF (` per unit of retail space)
• Dividend: No dividend is recommended for the year
under review.
3,035 3,111 3,225 3,110 • Inventory: The inventory at the end of current year is
`847.19 crores as against `1,223.92 crores as at the end
of last year. The inventory has been valued at lower of
cost or net realisable value.
Statutory Reports
2016-17
2017-18
2018-19
2019-20
2020-21
ii.
All the other Ratios such as PAT Margin,
14.01 Stock Turnover, Return on Net-worth and
Capital Employed are impacted due to the
reason stated above.
2016-17
2017-18
2018-19
2019-20
2020-21
4. Marketing campaigns GENERATED
Our dedicated team with unmatched marketing talent
` 243 crores
focuses on understanding consumer behaviour,
transparently communicating with them across
platforms, including both traditional and new-age
SALES WITH
digital media. During the year, we altered the nature of
our marketing activities and reached out to customers
` 26 crores
to stand with them during the difficult times.
32 million
makeovers and exclusive access to sales, among others.
The most premium loyalty programme in the country
today, it contributes to 3% of overall sales with the ticket
CAMPAIGN IMPRESSIONS size of First Citizen Black at 2 times of the business.
15%
part of our First Citizen programme with ease.
WOW ON CUSTOMER ENTRY
48 / 49
Corporate Review
6. Customer service effectiveness 7. Supply chain partners
Our customer-centric initiatives have had positive Architecting a faster, more flexible and responsive
response from customers. The objective of the omni-channel supply chain, we are a 100%
programmes is to increase customer satisfaction by GS1-compliant Company. This enables system-led
providing them 360 degrees of flawless service. Some traceability of our products at all points along the
of the initiatives included: value chain. We maintain a cost-effective warehouse
management system for transparent management
etention and recovery: A customer retention
R
of our omni-channel supply chain. All the processes
programme was implemented during the year, which
in the distribution centre are automated and centrally
helped retain an average of 35% of customers that had
monitored. Our dispatch schedules ensure timely
a poor experience and redemption value of `3.4 crores
deliveries before the store opens. The inventory for
between the period of July 2020 and March 2021.
our digital channels is integrated with our distribution
Strategic Review
Reduced leakages: We trained our store associates for
centres, to service online orders with equal ease and
a customer reach out programme wherein ‘payment play a significant role in supporting our Ship-from-store
gateway’ drops and ‘abandoned cart’ customers facility. We are investing in our supply chain capabilities
received a call to understand the reason and provide to ensure consistency across channels and reducing
any guidance on the process if required. The initiative delivery time from days to hours.
constantly achieved an average of 11% conversion.
We are increasing our focus on the material quality and
Optimisation: We implemented workflow based
emphasising the recycling of packaging cartons in our
self-service IVR without additional costs, resulting in warehouses. With a network of 874 vendors across the
reduction of ‘calls landing to associates’ by an average country, we are actively working to create business
of 40% and a simultaneous cost savings. relationships built on trust and respect, ensuring
sustained and efficient supply of high-quality products
Reduced open complaints: Open complaints reduced
to our consumers.
Responsible Business
from 15,000 in June to less than 1,000 in September and
were at a similar level for the remaining part of the year.
4 100%
Complaints Root Cause Analysis (RCA): There was an
overall reduction in customer complaints. Complaints
reduced from 22% in April to 10% for the rest of the
year. This also resulted in increased conversion on DISTRIBUTION CENTRES BILL MATCHING DONE
payment gateway leading to an improvement of 10%. FOR EACH REGION BY SCM TEAM
While optimisation of process resulted in reduction CATERING TO ALL OUR
of returns as a percentage of total complaints came STORES, INCLUDING
HOMESTOP AND
down from 33% to 20%.
BEAUTY DOORS
Reviews and ratings: The biggest achievement was
100% 95%
Statutory Reports
the increase in Customer Satisfaction Score (CSAT)
across the board.
95% 1 million
Net Promoter Score (NPS) 40 90
Key highlights
• Ship-from-store facility to enhance the customer service levels along with direct store
• Customer experience improved with order delivery turnaround time coming to 3.9 days for omni-channel
• Developed network capacity to deliver online B2C orders for 25,000+ pin codes
• Set up 4 zonal distribution centres with cold chain to make supply chain more efficient for Estee Lauder group
• Launched and efficiently managed end-to-end supply chain from fulfilment to last-mile delivery and return for all 4
brands of Estee Lauder group.
Enhance digital touch points in customer journey:
8. Human capital
We rolled out numerous ‘virtual’ engagement
Our initiatives towards managing and developing its
programmes to serve customers during the pandemic-
people are disclosed on Page 36 of the Annual Report
induced lockdown. Programmes, such as ‘White Glove’
as well as the Business Responsibility Report.
and ‘Personal Shopper’ ensured that our customers
9. Corporate Social Responsibility receive the best personalised services. The digital
Our initiatives in corporate social responsibility are experiences delivered through the mobile apps and
disclosed on Page 37 of the Annual Report, as well as websites were kept contemporary through a series of
the Annexure II of the Directors Report. UI/UX improvements.
10. Information technology and digital initiatives tore digitisation initiatives: Empowering associates
S
We have been on the forefront of leveraging with on-the-go, mobility-based solutions to engage
technology for business. This year we invested in and serve our customers better.
digital technologies to enhance customer experiences,
Technology supporting business continuity: While
improve operational productivity and aid in better
the pandemic had a major impact, technology
decision-making.
played a vital role during this crisis, especially for
A robust technology backbone supports our digital workforce connectivity and enabling associates to
experiences, as we tap into new and emerging work from anywhere.
opportunities. From our processes at the backend to
ompliance to best standards of InfoSec and
C
our abilities at the front, adoption of digital technology
governance: Information security and data privacy
is helping deliver unique value to customers.
continue to remain among the key focus and we
Digital at the heart are making investments to secure its systems and
We are activating new digital solutions across business information assets.
functions to enable data-driven decision-making,
Reimagining shopping as we know it
insight-led actions and improved efficiency through
Endless Aisle was introduced to help customers find
advanced process automation. We are mapping
what they are looking for, by widening their choice
customer journeys at every point, to better inform
and ensuring they do not walk away from the store
our communication strategies. End-to-end digital
empty-handed. We empower them with access to the
capabilities and skills allow us to adapt to continuously
stock at any other store, while mitigating the need to
changing behaviours and deliver an improved offering.
stock every variant in every store.
Key initiatives
Click-and-collect is about providing customers with
New digital core: As informed last year, we launched
the convenience of buying online and collecting their
a project to implement SAP ERP. The migration from
orders from the store, ensuring faster fulfilment.
multiple, decentralised and best-of-breed applications
to a single instance of SAP S/4HANA was successfully Ship-from-store feature leverages the full might of
undertaken. This was a large and complex project that our store and warehouse inventory to promptly fulfil
required synchronisation across business domains. customer orders.
The transition was managed smoothly during the
Google directs customers, when they initiate a search
lockdown. A large parallel initiative was undertaken to
on the platform, to digital ads promoting specific
up skill associates across locations for easier adoption
offers from Shoppers Stop. The customer is provided
to new platform.
first-hand information on offers, product range and
Loyalty and customer engagement platform:
availability as well as on brands, which influence the
We completed implementation of the digital tool customers’ visit to the nearest store.
for loyalty management, Gravty, which supports
Seamless blend of bricks and clicks
innovative ideas and campaigns to build and maintain
A strong digital presence and our local stores create
a loyal customer base.
a proximity to customers. We are making incremental
Leveraging the power of data analytics: We have
adjustments to our website and app, with features for
been on the path of becoming a more data-driven searching, discovering and shopping, as well as for
organisation through analytics and insights. We sharing inspiration. We are incorporating new digital
are leveraging data analytics to improve in terms features, from image recognition and personalised
of demand forecasting, merchandise financial product feeds to fashion shopping via social media.
planning, allocation, replacement and assortment We have further integrated our physical stores and
planning, among others.
50 / 51
digital channels with facilities like ‘click and collect’ and including capital expenditure reported to the Board on
Corporate Review
‘ship from store’ to give customers an easy, inspiring a quarterly basis.
and convenient shopping experience no matter where,
In adherence to the Companies Act 2013, we have
when and how they shop.
documented and tested all the key internal controls
11. Risk governance and internal controls related to both financial reporting and operational
We adopted a risk universe encompassing key external controls. Reports of internal auditors are reviewed
and internal risks, which can be faced by organisations. by the Audit Committee and corrective measures are
Those with potential to impact the achievement of carried out towards further improvement in systems
Shoppers Stop's objectives and goals were highlighted and procedures as well as compliance with the internal
to the Risk Committee. The Committee assesses each controls. The Board recognises the work of the
risk on the probability of occurrence and probable auditors as an independent check on the information
impact on the business should it occur. The principal received from the management on our operations
Strategic Review
risks and the initiatives undertaken by the Management and performance.
for mitigation of the same are disclosed on Page 34 of
12. Corporate governance
the Annual Report.
We have taken adequate steps to ensure that
We have laid down a sound system of internal the corporate governance guidelines are adopted
controls for financial reporting of various transactions, and fully complied with. The detailed Corporate
efficiency of operations and compliance with relevant Governance Report can be referred to on Page
laws and regulations commensurate with the size and 80 of the Annual Report.
nature of business.
13. Cautionary Statement
We have a well-defined system of management Statements in this Annual Report, particularly those
reporting and periodic review of businesses to ensure that relate to Management Discussion and Analysis,
timely decision-making. describing our Company’s objectives, projections,
Responsible Business
estimates and expectations, may constitute
The MIS forms an integral part of our control
‘forward-looking statements’ within the meaning
mechanism. All operating parameters are monitored
of applicable laws and regulations. Although the
and controlled, with material deviations from the
expectations are based on reasonable assumptions,
annual planning, budgeting and business outlook,
the actual results may differ.
Statutory Reports
Financial Statements
Directors’ Report
To the Members,
Your Board of Directors present the 24th Annual Report of Shoppers Stop Limited on the business and operations of the
Company together with the Audited Financial Statements, for the financial year ended March 31, 2021 (“the year under
review” or “the year” or “FY 2021”).
This report is in accordance with the applicable provisions of the Companies Act, 2013 (“the Act”) and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”).
52 / 53
has reimagined employee engagement with various Right Issue: During the year under review, your
Corporate Review
employee friendly measures. Company successfully completed the right issue
of 2,13,68,982 equity shares of the face value of `5
Your Company continues to evaluate the operations
each at an issue price of `140 per share (including
and has firm plans to bounce back from the present
premium of `135 per share), aggregating to `299.17
crises. Our key investments in Digitalisation, and
crores. Your Company received trading permission
further strengthening our strategic pillars of First
from BSE Limited and National Stock Exchange of India
Citizen Members, Personal Shoppers, Exclusive
Limited on December 21, 2020, permitting trading
Brands and Beauty, will help us put forth a resilient and
from December 22, 2020. Your Company has fully
sustainable business model.
utilised the right issue proceeds as on March 31, 2021,
As at the end of the year under review, your Company as per the objects stated in the Letter of Offer dated
has 84 departmental stores, 11 HomeStop stores, 127 November 13, 2020.
beauty stores and 26 airport stores in India, under
Strategic Review
2. Dividend
its operations.
In accordance with Regulation 43A of the Listing
Your Company posted revenue from operations of Regulations, your Company has adopted the ‘Dividend
`1,725.09 crores (as per GAAP financials), a decline Distribution Policy’, which sets out the parameters and
of 48.98% over the previous year. The EBITDA stood circumstances that will be taken into account by the
at `272.13 crores (as per GAAP financials) a decline of Board in determining the distribution of dividend to
53.30% over the previous year. its Members and / or retaining profits earned by your
Company, from time to time. This Policy is annexed as
Some of the important changes during the year in
Annexure I to this report and is also available on the
Accounting are:
Company’s corporate website at https://corporate.
i. The accumulated GAAP losses of our wholly shoppersstop.com/Investors/Policies.aspx.
owned subsidiary Crossword Bookstores
In view of the financial position of your Company,
Responsible Business
Limited (Crossword) of `59.68 crores on March
and losses during the year under review, the Board of
31, 2021, have substantially eroded its net worth.
Directors of your Company are unable to recommend
Whilst, Crossword continues to take steps to
dividend on equity shares (previous year dividend - Nil).
revamp its operations (including store right sizing,
and brand positioning). The gestation period to 3. Reserves
achieve the desired level of turnaround is taking There is no amount proposed to be transferred to the
longer than previously envisaged. Based on a Reserves, for the year under review.
business valuation, the Company has recognised
4. Subsidiaries, Associates and Joint Venture
impairment loss of `22.40 crores during the year
As on March 31, 2021, your Company has five wholly
with respect to its total equity investment and
owned subsidiaries, details whereof are as under:
financial assistance of `68.72 crores.
Crossword Bookstores Limited (Crossword):
ii. As per Indian Accounting Standard (Ind AS) 116,
Statutory Reports
Crossword with its wide portfolio of books, movies,
which has come into effect from April 01, 2019,
toys, confectionary and stationery, is the definitive
and is a significant deviation from the earlier Ind
place and space for those who seek information,
AS 17, which recognised the lease expense as
knowledge or just the pleasure of reading. Crossword
an expense on accrual basis, under Ind As 116
has chain strength of 29 stores (previous year 41)
the expense is split into interest & depreciation.
across the country with a revenue of `21.58 crores
Consequently, the EBIDTA as per GAAP accounts
(previous year `81.46 crores). Crossword posted net
is significantly higher by `458.82 crores. Further,
loss of `12.91 crores for the year under review, against
Ministry of Corporate Affairs vide notification
a net loss of `12.49 crores in the previous year.
dated July 24, 2020 issued an amendment to Ind
AS 116- Leases, by inserting a practical expedient The COVID-19 pandemic and the nation-wide lockdown
w.r.t. “COVID-19 Related Rent Concessions” during the year under review severely affected
effective from the period beginning on or after operations of Crossword. Crossword has increased its
Financial Statements
April 01, 2020. Pursuant to the above amendment, focus on online sales and is taking various initiatives
the Company has applied the practical to meet the challenging business environment being
expedient by accounting the unconditional rent faced by it. Crossword has further evaluated the
concessions in “Other income” amt. to `174.09 low profit and loss-making stores and decided to
crores in the Statement of Profit and Loss. close them down to improve the overall profitability,
resulting in reduction in 57% of its operating costs.
Further, analysis of operating performance is carried
under Management Discussion and Analysis, which
forms part of this Annual report.
Consequently, the EBITDA is largely same as last year,
6. Employees Stock Option Scheme / Plan And
despite 75% decline in Sales. Crossword is confident of
Statutory Information Thereon
turning around with profitable stores besides reducing
Shoppers Stop Employee Stock Option Scheme 2008
its operating costs.
(ESOP – 2008): The Members at 11th Annual General
Shoppers’ Stop.Com (India) Limited (SSCL): SSCL
Meeting held on July 29, 2008, had approved ESOP
was incorporated in year 2000 with an objective of -2008 for issuance of the employee stock options
advancing the online presence, which after taking a (‘‘Options’’) to the eligible employees of the Company.
slow start became operationalised to a large extent,
Shoppers Stop Employee Stock Option Scheme
during the year under review, with the high focus on
2020 (ESOP – 2020): The Members have by a special
online business activities. SSCL posted net loss of `1.37
resolution passed by the way of postal ballot (remote
crores for the year under review, against a net profit of
e-voting) on December 3, 2020, approved ESOP-2020
`0.29 crores in the previous year. During the year the
for issuance of Options, in one or more tranches,
SSCL’s turnover was `2.32 crores (previous year `2.35
not exceeding 10,00,000 (Ten Lakhs) to the eligible
crores). The higher costs are primarily investments
employees of the Company. Your Company has
made in the Digital play.
received in-principle approval for the same from the
The other 3 (three) wholly owned subsidiaries of your two stock exchanges where the Company is listed.
Company viz.: Upasna Trading Limited; Shopper’s Stop
The ESOP 2008 and ESOP 2020 (collectively “ESOP”)
Services (India) Limited and Gateway Multichannel
have been issued with the objective to promote
Retail (India) Limited; had no operations during
desired behavior among employees for meeting the
the year under review. Your Company has no joint
Company’s long-term objectives and enable retention
venture or associate company. Further, no company
of employees for desired objectives and duration,
has become or ceased to be subsidiary, joint venture
through a customised approach.
or associate company of your Company, during the
year under review.
The Nomination, Remuneration & Corporate
Governance Committee of your Company, inter-alia,
A separate statement containing the salient features
administers and monitors ESOP, implemented by
of the Financial Statement of all above subsidiaries
your Company in accordance with the Act and the
is prescribed format of AOC - 1and forms part of
SEBI (Share Based Employee Benefits) Regulations,
this Annual Report.
2014, as amended (“the SEBI Regulations”). During the
In accordance with the provisions of Section 136(1) year under review, your Company granted 2,99,042
of the Act, the Financial Statements of each of the Options under ESOP – 2008 to the eligible employees
aforesaid subsidiaries along with related information of the Company, out of the pool of Options available
are available on your Company’s corporate website under the ESOP – 2008 (including 89,866 Options
at https://corporate.shoppersstop.com/Investors/ surrendered during the year under review). Similarly,
annual-report.aspx and the same are also available for 3,45,114 Options were granted under ESOP – 2020 to
inspection by the Members. The Members desiring the eligible employees of the Company.
inspection / interested in obtaining a copy of the
Statutory Information on ESOP : The disclosures
Financial Statements may write at company.secretary@
requirements under the SEBI Regulations, for the
shoppersstop.com or to the Company Secretary.
aforesaid ESOP Scheme, in respect of the year ended
Your Company has adopted a policy for determining March 31, 2021 are disclosed on the Company’s website
material subsidiaries, which is part of the Company’s and can be accessed using the link https://corporate.
Policy on Related Party Transactions. The same is shoppersstop.com/Investors/annual-report.aspx.
available on the Company’s corporate website at Further, a certificate from KP Capital Advisory Private
ht tps://corporate.shoppersstop.com/Investors/ Limited-ESOP Direct, with respect to implementation
Policies.aspx. As per this Policy, as on March 31, 2021, of Employee Stock Option Plan in compliance with the
your Company does not have any material subsidiary. Act, the SEBI Regulations and the Members’ approval,
is obtained and shall be available for inspection by the
5. Consolidated Financial Statements
Members. The Members desiring inspection may write
In accordance with the provisions of Section 129(3) of
at company.secretary@shoppersstop.com or to the
the Act and Regulation 34 of the Listing Regulations,
Company Secretary.
the Consolidated Financial Statements forms part
of this Annual Report. The Consolidated Financial 7. Human Resources
Statements have been prepared in accordance with
Your company has been designing its Human
the Indian Accounting Standards (IND AS) and Section Resources initiatives in line with the trends shaping
133 of the Act. the future of work and enabling us to create the best
possible environment for the workforce. During the
year under review, your Company built on a number
54 / 55
of initiatives to improve existing HR systems and to improve the welfare of the stakeholders and the
Corporate Review
processes as well as develop new tools to enhance the Society as a whole.
employee experience. These efforts, spanned around
Your Company has in place the CSR Committee
recruitment and employer brand; development;
(“the Committee”), which performs the functions
engagement; performance and recognition; leadership
as mandated under the Act and the Rules framed
and succession.
thereunder. The composition of the Committee is
Key HR processes of recruitment has gone digital detailed in the Corporate Governance Report.
and implemented All India based Recruitment
Further, your Board has adopted a Policy on CSR, in
Management System, which provides a seamless
terms of the Act and the Rules framed thereunder
experience to newly hired employees and at the
and in accordance thereof, your Company undertakes
same time developed a robust database of potential
activities / projects / initiatives and makes
candidate for future requirements. As on date of the
contributions, from time to time. The salient features
Strategic Review
Balance Sheet, your Company has a total of 5,132
of the said Policy are outlined in the Corporate
Customer Care Associates.
Governance Report and the said Policy is made
As we adopt digital tools and new ways of working, we available on the Company’s corporate website.
also needed to ensure our employees are equipped with
Pursuant to the provisions of Section 135 of the Act
the right skills. To support this objective, we provide
and Schedule VII thereto read with the Companies
access to learning available anywhere and anytime
(Corporate Social Responsibility Policy) Rules, 2014,
via our innovative Learning Planet program. Learning
the prescribed CSR expenditure for the financial year
Planet is a cloud-based Learning Management System
2020-21 amounts to `1.05 crores. Due to the COVID-19
implemented this year. It covers the entire range of
related restrictions, your Company could incur CSR
mandatory training and available learning at Shoppers
expenditure of `0.30 crores till March 31, 2021. Your
Stop. Furthermore, reflecting our commitment to help
Company has transferred the unspent amount of `0.75
employees develop professionally and personally and
Responsible Business
crores to a special account on April 12, 2021, and shall
advance their careers.
utilise the same for completion of the ongoing project.
It is crucial for us to understand what motivates and A brief outline of the CSR Philosophy and the report
engages our employees and how they perceive their on CSR activities containing therein, the reasons for
work environment. Therefore, we encourage open and unspent CSR amount, for the period under review is
regular dialogue between managers and their team enclosed as Annexure II, to this report.
members, conduct surveys and offer a framework,
9. Board of Directors & Key Managerial Personnel
which ensures that they feel comfortable to speak
i. Non-Independent Directors - Director Retiring by
up, raise concerns and are empowered to initiate
Rotation.
improvements. We are pleased to inform that this has
During the year under review, the Members at
helped in creating a more trusting and open working
23rd AGM held on August 13, 2020, approved re-
environment. Furthermore, the team provided support
appointment of Mr. Ravi C. Raheja (DIN: 00028044)
Statutory Reports
by coaching and training senior managers to prepare
as the Director of the Company, who was due to
them for the foundational changes your Company
retire by rotation at the said AGM and being eligible,
is going through.
had offered himself for appointment.
As your Company continued to execute its strategy,
In accordance with the Act and the Article of
the HR function helped manage significant
Association of the Company, Mr. Neel C. Raheja
organisation change such as the reframing of its
(DIN: 00029010) is liable to retire by rotation at
competencies and updated them in line with the
the ensuing AGM and being eligible, has offered
changing work environment, at the same time
himself for re-appointment as a Director liable to
simplified its competency framework. Keeping an eye
retire by rotation. Accordingly, the re-appointment
on the future, it introduced competencies such as
of Mr. Neel C. Raheja is being placed for the approval
being Digital Savvy and Agility.
of the Members at the ensuing AGM. A brief profile
Financial Statements
Your Company was conferred the Most Inclusive of Mr. Neel C. Raheja along with other related
Workplace award by TRRAIN at the TRRAIN Retail information forms part of the Notice convening
Awards Annual Event and also won four prestigious the ensuing AGM.
awards at ‘The Customer Fest Show’ 2021.
ii. Independent Directors
8. Corporate Social Responsibility (CSR) During the year under review, Prof. Nitin Sanghavi
Your Company remains committed as a good (DIN: 00863107), on expiry of his term, retired/
Corporate Citizen to integrate social, environmental ceased to be an Independent Non-Executive
and economic concerns in its values and operations, Director and Member of the Audit and Risk
Management Committee & Nomination,
Remuneration & Corporate Governance Committee iv. Key Managerial Personnel
of the Company with effect from July 31, 2020. Mr. Rajiv Suri, Managing Director & Chief Executive
The Board places on record its appreciation for Officer (DIN: 08124971) of the Company, resigned
contribution made by him during his tenure as as the Managing Director & Chief Executive Officer
Independent Director of the Company. effective from close of business hours of August
25, 2020. He has stepped down to pursue a career
During the year under review, the Members at
in a company outside India /other interest, his
23rd AGM held on August 13, 2020, approved the
personal commitments and other engagements.
appointment of Mr. William Kim (DIN: 08750326)
The Board of Directors place on record their deep
as an Independent Director of the Company.
appreciation for the contributions made by Mr. Rajiv
Mr. William Kim (DIN: 08750326) was initially
Suri during his association with the Company.
appointed as an Additional and Independent
Director of the Company by the Board of Directors Further, the Board of Directors at its meeting held
on June 15, 2020, for a term of 5 (five) consecutive on October 16, 2020, on the recommendation
years effective June 15, 2020, subject to approval of of the Nomination, Remuneration & Corporate
the Members at 23rd AGM of the Company. Governance Committee, appointed Mr. Venugopal
Nair (DIN: 00046163) as an Additional Director
In terms of recent regulatory requirement, in
and Managing Director, designated as “Managing
respect of establishment of an on-line database
Director & Chief Executive Officer” of the Company
of Independent Directors by Indian Institute of
for a period of 3 (three) years commencing from
Corporate Affairs, every Independent Director, shall
November 6, 2020, subject to the approval of the
pass an online proficiency self-assessment test
members of the Company and other regulatory
conducted by said Institute. However, immunity
approvals, as may be applicable. The Board of
has been granted to an individual who has served
Directors recommends his appointment and
for a period of at least 10 years as on the date of
attention of member is invited to the relevant
inclusion of his name in the databank, as director
item in the Notice convening 24th Annual General
or key managerial personnel in a listed public
Meeting, the explanatory statement and brief
company or in an unlisted public company having
profile attached thereto.
a paid-up share capital of `10 crores or more. The
Independent Directors of your Company, who do Your Board had formed an opinion that above
not have this exemption, shall ensure clearance of mentioned Managing Director & Chief Executive
online proficiency self- assessment test within the Officer, who got appointed during the year under
stipulated timeframe. review, is of utmost integrity and that he possesses
requisite expertise relevant to support and scale up
iii. Declaration by Independent Directors
the business model of your Company.
Your Company has received necessary
confirmations/ declarations from each Independent Mr. Bharat Sanghavi, Company Secretary of the
Director of your Company confirming that they Company, resigned as the Company Secretary
meet the criteria of independence as prescribed effective from close of business hours of January
under the Act and the Listing Regulations. 15, 2021. Mr. Vijay Kumar Gupta, Head Legal
Based on such confirmations/ declaration, in the of the Company has been appointed as to the
opinion of the Board, the Independent Directors Interim Company Secretary of the Company w.e.f.
of your Company fulfil the conditions specified January 16, 2021.
under the Act, the Rules made thereunder and
10. Performance Evaluation
Listing Regulations and are independent of the
In compliance with the relevant provisions of the Act
Management of your Company.
read with the Rules made thereunder and the Listing
Further, your Company has received declaration Regulations, the performance evaluation as the Board
from all Independent Directors confirming that as a whole, its specified Statutory Committees, the
they have ensured inclusion of their names in the Chairman of the Board and the Individual Directors
Independent Directors’ data bank created and was carried out for the year under review. The manner
maintained by Indian Institute of Corporate Affairs in which the annual evaluation was carried out and
within stipulated timeframe, as mandated by the the outcome of the evaluation are explained in the
Companies (Appointment and Qualification of Corporate Governance Report.
Directors) Rules, 2014, as amended.
56 / 57
Company increased from `43,99,49,640 (consisting
Corporate Review
11.
Nomination, Remuneration & Corporate
of 8,79,89,928 equity share of `5 per share) to
Governance Committee and Company’s
`54,67,94,550 (consisting of 10,93,58,910 equity share
Policy on Nomination, Remuneration, Board
of `5 per share)
Diversity, Evaluation and Succession
Your Company has in place the Nomination, Audit and Risk Management Committee: As on date,
Remuneration & Corporate Governance Committee, the Committee comprises of three Independent- Non-
which performs the functions as mandated under Executive Directors i.e., Mr. Deepak Ghaisas (Chairman),
the Act and the Listing Regulations. The composition Ms. Ameera Shah and Mr. William Kim (Members)
of the Committee is detailed in the Corporate and Mr. Ravi C. Raheja, Promoter and Non-Executive
Governance Report. Director (Member). During the year under review,
Prof. Nitin Sanghavi, on expiry of his term retired/
In terms of the Act and the Listing Regulations, the
ceased to be the Independent Non-Executive Director
Board of Directors of your Company has framed and
Strategic Review
and Member of the Audit and Risk Management
adopted a policy on appointment and remuneration
Committee of your Company with effect from July 31,
of Directors, Key Managerial Personnel (KMP) and
2020. Further, Mr. Manish Chokhani, Independent Non-
Senior Management Personnel (SMP) of the Company,
Executive Director of your Company, resigned as the
which, inter-alia, includes Board Diversity, process
member of the Audit and Risk Management Committee
of Evaluation of Directors, KMPs and SMPs of the
of your Company with effect from August 13, 2020.
Company, criteria for determining qualifications,
Mr. William Kim, Independent Non- Executive Director
positive attributes, independence of a Director and
of your Company was appointed as the member of the
other related matters. The remuneration paid to
Audit and Risk Management Committee on August
Directors, KMP and SMP of the Company are as per the
13, 2020. The powers and role of the Committee are
terms laid down in this Policy. The Managing Director &
included in the Corporate Governance Report. During
CEO of your Company does not receive remuneration
the year under review, all the recommendation made
or commission from any of the subsidiaries of your
Responsible Business
by the Committee were accepted by the Board.
Company. The salient features of the said Policy are
outlined in the Corporate Governance Report and elated Party Transactions: All transactions with
R
the said Policy is made available on the Company’s related parties are placed before the Audit and Risk
corporate website. Management Committee (“the Committee”) for its
approval. An omnibus approval from the Committee
12. Disclosures under the Act
is obtained for the related party transactions which are
Annual Return: The Annual Return filed for the year
repetitive in nature, based on the criteria specified and
2019-20 in prescribed form MGT – 7, pursuant to
approved by the Board, based on recommendation of
Section 92 of the Act read with the Rules framed
the Committee and transactions which are unforeseen
thereunder, is available on your Company’s corporate
for each financial year. The Committee and the Board
website at https://corporate.shoppersstop.com/
reviews on a quarterly basis, all transactions entered
investors/AnnualReturnNew.aspx The Company shall
into by your Company pursuant to the omnibus
Statutory Reports
immediately after the filing of the Annual Return for
approvals so granted.
the year 2020-21, make the same available on the
website of your Company. All transactions with Related Parties entered into
during FY 2021, were in ordinary course of business
Meetings of the Board of Directors: A calendar
and at arm’s length basis and in accordance with the
of Meetings is prepared and circulated in advance
provisions of the Act and the Rules made thereunder,
to the Directors. The Board of Directors of your
the Listing Regulations and your Company’s Policy on
Company met 8 (eight) times during the year under
Related Party Transactions.
review. The intervening gap between the Meetings
was within the period prescribed under the Act and
During the year under review, there were no
the Listing Regulations. The details of the board transactions which were material, considering the
meetings, the attendance of the Directors thereof aforesaid Policy. Accordingly, no disclosure is made in
and other particulars are provided in the Corporate respect of related party transaction in Form AOC – 2
Financial Statements
Governance Report. in terms of Section 134 of the Act and Rules framed
thereunder. There are no related party transactions
hange in the share capital: During the year under
C
that may have potential conflict with the interest of
review, pursuant to the right issue of your Company,
the Company at large or which warrants the approval
your Company issued and allotted 2,13,68,982 equity
of shareholders. The attention of the Members
shares of the face value of `5 each at an issue price of
is drawn to the notes to the Standalone Financial
`140 per share (including premium of `135 per share).
Statement setting out the related party transactions
Pursuant to the same, the paid-up share capital of your
disclosures, for FY 2021.
The policy on Related Party Transactions as formulated detailed coverage of policy on POSH. It also covers the
and adopted by your Company is available on the rights and responsibilities of the employees under the
Company’s corporate website at https://corporate. POSH guidelines and company’s policy. POSH Policy is
shoppersstop.com/Investors/Policies.aspx. uploaded on the internal intranet site. POSH helpline
details are placed on the notice boards at all locations,
Particulars of loans, guarantees or investments:
for employees & other staff, to be aware about the
The details of the loans, guarantees or investments
provisions of the POSH policy.
covered under Section 186 of the Act, forms part of the
Notes to the Standalone Financial Statement provided Your Company maintains a repository of all inquiries
in this Annual Report. and documents as per the statutory guidelines and
Company’s POSH policy. The Internal Complaints
Other Disclosures: The Board hereby states that
Committee members of the POSH have been trained
no disclosure and / or reporting and / or details is
to update them with the best practices in this area,
required, in respect of the following matters, as
including for circumstances of POSH arising in a virtual
there were no transactions on these matters and /
environment. There were 16 POSH cases received
or instances / requirement / applicability, during the
during the financial year and they were resolved as per
year under review:
the guidelines of POSH Act and Rules made thereunder.
• Deposits covered under Sections 73 and 74 of
14. Risk Management
the Act read with Companies (Acceptance of
Your Company has established a robust risk
Deposits) Rules, 2014.
management system to identify, assess the key
• Issue of shares (including sweat equity shares) to risks and mitigate them appropriately. Further such
employees of your Company under any scheme system ensures smooth and efficient operations
save and except ESOPs referred to in this report. of the business. Your Company has adopted a Risk
Management Policy, pursuant to Section 134 of the
• Issue of equity shares with differential rights as to
Act. The Policy is available on the company website.
dividend, voting or otherwise.
Your Company has in the light of the COVID-19
• No significant or material orders were passed by pandemic outbreak, reviewed the major risks including
the Regulators or Courts or Tribunals, impacting risks on account of business continuity, supply chain
the going concern status of your Company and its management, third party risks, legal compliance
operations in future. and other risks which may affect or has affected its
operations, employees, customers, vendors and all
• There was no revision in the financial statements.
other stakeholders from both the external and the
• Maintenance of cost records in terms of Section 148 internal environment perspective. Basis this review,
of the Act is not applicable to your Company. appropriate actions have been initiated to mitigate,
partially mitigate, transfer or accept the risk (if need
• Material changes and commitments affecting
be) and monitor such risks on a regular basis.
the financial position of your Company that have
occurred between the end of the financial year to Details of various risks faced by your Company
which the financial statements relate and the date are provided in the Management Discussion &
of this report, unless otherwise stated in the report. Analysis Report.
13. Prevention of Sexual Harassment (PoSH) Your Company has its Risk Management Committee
Your Company continues to follow all the statutory subsumed with Audit Committee, which assists
requirements and guidelines in line with the provisions the Board in monitoring and reviewing the risk
of Sexual Harassment of Women at Workplace management plan, implementation of the risk
(Prevention, Prohibition and Redressal) Act, 2013 and management framework of your Company and such
the Rules framed thereunder. The POSH Committee other functions as the Board may deem fit. The detailed
established as per the statutory requirements, terms of reference of the Audit and Risk Management
continues to operate in every Unit and the registered Committee and composition thereof, forms part of the
office. In case of any instances, employees are Corporate Governance Report.
advised to approach the local POSH Committee and
15. Internal Financial Control
appropriate action in this regard is initiated post-
Internal financial controls are an integral part of the
detailed review of the matter. Your Company stands
risk management process, addressing financial and
strong against any kind of sexual harassment and has
financial reporting risks. The internal financial controls
zero tolerance for sexual harassment at workplace.
have been documented and embedded in the business
Every associate at the time of joining undergoes an processes. Your Company has laid down internal
extensive training on POSH through an E-learning financial controls, through a combination of entity level
module that covers the definition, guidelines and controls, process level controls and IT general controls,
58 / 59
inter-alia, to ensure orderly and efficient conduct of
Corporate Review
17. Corporate Governance Report
business, including adherence to your Company’s
Pursuant to the Regulation 34 of the Listing Regulations,
policies and procedures, accuracy and completeness
a separate report on Corporate Governance along with
of accounting records and timely preparation and
the certificate from S R B C & CO LLP, the Statutory
reporting of reliable financial statements/information,
Auditors of the Company, confirming its compliance,
safeguarding of assets, prevention and detection of
forms part of this Annual Report.
frauds and errors.
18. Management Discussion and Analysis Report
The evaluation of these internal financial controls was
Management Discussion and Analysis Report for
done through the internal audit process, established
the year under review, on the business operations /
within your Company and also through appointing
performance review, as stipulated under the Listing
professional firm as the internal auditors to carry out
Regulations, forms part of this Annual Report.
such tests by way of systematic internal audit program.
Strategic Review
Based on the review of the reported evaluations, 19. Business Responsibility Report
we believe that these systems provide reasonable The Business Responsibility Report for the year under
assurance that our internal financial controls are review, as stipulated under the Listing Regulations,
designed effectively and are operating as intended and describing the initiatives taken by your Company from
for the preparation of financial statement for the year social and governance perspective, forms an integral
under review, the applicable Accounting Standards part of this Annual Report.
have been followed and the internal financial controls
20. Auditors & Auditors’ Report
related to financial Statement are generally found to be
Statutory Auditors
adequate and were operating effectively and that no
S R B C & CO LLP, (Registration No. 324982E/E300003)
material weaknesses were noticed.
Chartered Accountants were appointed as the
16. Whistle Blower / Vigil Mechanism Statutory Auditors of your Company by the Members
Your Company has established a Vigil Mechanism at the 20th Annual General Meeting (AGM) held on
Responsible Business
and adopted a Whistle Blower policy in line with the July 28, 2017, for a term of 5 years, to hold office until
Regulations 18 and 22 of the Listing Regulations and the conclusion of the 25th AGM, in accordance with
Section 177 of the Act. Your Company has engaged a the provisions of the Act and will continue to be the
third party for managing the “Ethics Hotline”, which can Statutory Auditors of your Company till their term
be used by employees including brand staff, vendors expires. Your Company has received confirmation
and third-party vendor personnel. The whistle Policy is from the Statutory Auditors that their continued
available on the website of the Company. appointment shall be in accordance with the criteria as
provided under Section 141 of the Act.
Under this Policy, the Whistle Blower can raise
concerns relating to reportable matters such as The Auditors’ Report for the year under review, forms
unethical behavior, actual or suspected fraud or part of the Annual Report. The said report was issued
violation of your Company’s code of conduct or with unmodified opinion and does not contain any
Statutory Reports
ethics policy or any other malpractice, impropriety or qualification, reservation, adverse remark or disclaimer
wrongdoings, illegality, of regulatory requirements. made by the statutory auditors in their report on the
The mechanism adopted by your Company Financial Statements for the Financial Year 2020-21.
encourages to report genuine concerns or grievances However, the statutory auditor has drawn attention i.e.
and provides for adequate safeguards against an Emphasis of Matter with regard to Note Nos. 30(ii)
victimisation of Whistle Blower, who avail of such and 41 of the Standalone Ind AS Financial Statements
mechanism and also provide for direct access to the [Note Nos.29(ii) and 42 of the Consolidated Ind AS
Chairman of the Audit Committee in appropriate Financial Statements] in their report, details of which
or exceptional cases. We affirm that no employee are as follows:
of your Company was denied access to the Audit
(i) Litigation
Committee. The guidelines are designed to ensure
We draw attention to Note 30(ii) to the standalone
that stakeholders may raise any concern on integrity,
Ind AS financial statements which, describes the
Financial Statements
The auditor has clarified that their opinion is not Having regard to the provisions of the second
qualified in respect of these matters. proviso to Section 136(1) of the Act, the Annual
Report excluding the aforesaid information is being
Detailed explanation in respect of the matter at
sent to the members of the Company and others
Item No. (i) and (ii) has been provided under
entitled thereto. The said information is available for
Note No 30(ii) and 41 of the Standalone Ind AS
inspection by the Members. The Members desiring
Financial Statements [Note No.29(ii) and 42 of the
inspection/ interested in obtaining copy thereof, may
Consolidated Ind AS Financial Statements].
write at company.secretary@shoppersstop.com or to
The auditors have also informed that the remuneration the Company Secretary. The Annual Report including
paid to the Managing Director for the year ended March the aforesaid information is made available on the
31, 2021 is in excess of the limits applicable under Company’s corporate website.
section 197 of the Act, read with Schedule V thereto,
23. Directors’ Responsibility Statement
by `1.03 crores; and that the Company is in process
Pursuant to Section 134(3)(c) of the Act, the Directors
of obtaining approval from shareholders for such
of your Company, to the best of their knowledge and
excess remuneration paid. The Company would like to
based on the information and explanations received
inform that the managerial remuneration paid by the
from the Company, hereby confirm that:
Company is as per contractual obligations and subject
to approval of Shareholders. The company is in the a. in the preparation of the annual accounts for the
process of obtaining approval from its shareholders year under review, the applicable accounting
in the ensuing annual general meeting by way of a standards have been followed along with proper
special resolution. explanation relating to material departures, if any.
During the year under review, the Auditor has not b.
the Directors have selected appropriate
reported any fraud and therefore no detail are required accounting policies and have applied them
to be disclosed under Section 134(3)(ca) of the Act. consistently and judgments and estimates have
been made that are reasonable and prudent so as
Secretarial Auditors
to give a true and fair view of the state of affairs
The Secretarial Audit Report for FY 2021 issued by
of the Company as on March 31, 2021, and of the
Kaushal Dalal & Associates, the Secretarial Auditor
loss of the Company, for the year under review.
for the year under review, is annexed as Annexure III
to this report. The said report does not contain any c. proper and sufficient care has been taken for the
qualification, reservation, adverse remark or disclaimer. maintenance of adequate accounting records
in accordance with the provisions of the Act for
During the year under review, the above Auditors
safeguarding the assets of the Company and
have not reported any fraud and therefore no details
for preventing and detecting fraud and other
are required to be disclosed under Section 134(3)
irregularities.
(ca) of the Act.
d. the annual accounts have been prepared on a
21. Energy Conservation, Technology Absorption
going concern basis.
and Foreign Exchange Earnings and Outgo
The information on conservation of energy and e. proper internal financial controls to be followed
technology absorption, as stipulated under the Act by the Company were laid down and such
read with the Rules made thereunder, is annexed as internal financial controls were adequate and
Annexure IV to this Report. The foreign exchange operating effectively.
earnings were `12.99 crores (Previous Year `85.50
f. proper systems to ensure compliance with the
crores) and outgo was `1.83 crores (Previous Year
provisions of all applicable laws were devised
`18.60 crores), for the year under review.
and that such systems were adequate and
22. Particulars of Employees and Related operating effectively.
Disclosures
24. Secretarial Standards
In terms of the provisions of Section 197(12) of the
During the year under review, your Company has
Act read with Rules 5(2) and 5(3) of the Companies
complied with the Secretarial Standards 1 and 2 on
(Appointment and Remuneration of Managerial
meetings of the Board of Directors and on General
Personnel) Rules, 2014, as amended, a statement
Meetings, respectively, issued by the Institute of
showing the names and other particulars of the
60 / 61
Company Secretaries of India and notified by the • Best Contactless Employee to Customer Experience
Corporate Review
Ministry of Corporate Affairs, in terms of Section
• Champion of Champions – Loyalty Program of the Year
118(10) of the Act.
26. Acknowledgement
25. Awards And Accolades
We thank our customers, business partners, suppliers,
During the year under review, your Company received
bankers and shareholders for their continued support
many awards and felicitations conferred by reputable
during the year. We thank the Government of India, the
organisations, some of them are:
State Governments where we have business operations
• Shoppers Stop ELCA was conferred the most and other government agencies for their support and
Inclusive Workplace Award at TRRAIN Retail Awards look forward to their continued support in the future.
2021 and were felicitated at the virtual TRRAIN
We place on record our sincere appreciation
Retails Awards ceremony online.
towards the contribution made by all Customer Care
Strategic Review
• Shoppers Stop won four awards at ‘The Customer Associates at all levels.
Fest Show’ 2021 in the below categories:
For Shoppers Stop Limited
• Best Integrated Media Campaign
B S Nagesh
• Best Use of Voice of Customer
Chairman
Mumbai,
Date: May 21, 2021
Responsible Business
Statutory Reports
Financial Statements
Annexure I to the Directors’ Report
iv. Liquidity & debt position;
DIVIDEND DISTRIBUTION POLICY
1. Introduction v. Operating performance;
Regulation 43A of SEBI (Listing Obligations and
vi. Dividend trends of preceding years;
Disclosure Requirements) Regulations, 2015, requires
top 1000 listed entities (based on market capitalisation vii. Provision for contingencies.
of every financial year), to formulate a Dividend
External factors
Distribution Policy.
i. Taxation and other regulatory requirements;
Shoppers Stop Ltd; being one of the top 1000 listed
ii. Macroeconomic conditions.
entities as per market capitalisation as on the last day
of immediately preceding financial year, has framed Taking into consideration these factors, the Board will
this Dividend Distribution Policy in compliance with endeavor to maintain a dividend payout in the range
this regulation. of 15% to 25% on profit after tax on standalone basis.
Further, the Board may amend the payout range,
2. Objective
whenever considered appropriate by it.
The objective of this Policy is to ensure optimum
balance between dividend paid to shareholders and 5. Circumstances under which the shareholders of the
profits retained by the Company. The Policy lays down Company may or may not expect dividend
parameters to be considered by the Company for Under the following circumstances, the shareholders
declaration of Dividend. The Company’s commitment of the Company may not expect dividend:
to declare dividends is a part of its commitment
i. In the event of inadequacy of profits or of loss;
towards enhancing shareholder value.
ii. Non-availability of sufficient cash flow to meet
3. Definitions
the capital requirements;
• “Act” means the Companies Act 2013 and rules made
thereunder and as amended from time to time. iii.
E xpansion plans, necessitating greater
provision of free cash;
• “Board” means Board of Directors of the Company
iv.
Any acquisition or joint venture, requiring
• “Company” means Shoppers Stop Limited
allocation of capital.
• “Dividend” means Dividend as defined under the
6. Utilisation of Retained Earnings
Companies Act, 2013.
The Board may retain its earnings in order to make
• “Listing Regulations” means the Securities and better use of the available funds for investing in the
Exchange Board of India (Listing Obligations and growth of the Company and increase shareholders
Disclosure Requirements) Regulations, 2015, as value in the long run.
amended form time to time.
7. Parameters to be adopted with regard to various
• “Policy” means this Dividend Distribution Policy. classes of shares
Presently, the Company has issued only one class of
4. Parameters for declaration of dividend
equity shares with equal voting rights. Accordingly,
The Board of Directors of the Company would consider
all the shareholders of the Company are entitled to
the following financial parameters and internal &
receive the same amount of dividend per share.
external factors, before declaring or recommending
dividend to shareholders. 8. Dissemination of Policy
The Company shall make appropriate disclosure of this
Financial Parameters / Internal factors
policy as provided under Listing Regulations.
i. Profit earned for the financial year;
9. Review and amendment
ii. Cash flow from operations;
The Board may monitor, review and amend
iii. Working capital & capital the Policy from time to time as also whenever
expenditure requirements; necessitated due to amendments in any Act, Rules or
applicable Regulations.
62 / 63
Annexure II to the Directors’ Report
Corporate Review
Annual Report on Corporate Social Responsibility (CSR) activities for the Financial Year 2020-21.
1 A brief outline of the Company’s CSR policy. The Company has framed the CSR Policy in compliance with provisions of the
Companies Act, 2013. The same is placed on the website of the Company and link for
the same is
https://corporate.shoppersstop.com/uploaded_files/3097b50-750a.pdf
2 Composition of the CSR Committee:
Number of Meetings of
CSR Committee held
Number of Meetings of
Sl. Designation/ Nature of during the year. (The
Name of Directors CSR Committee attended
No. Directorship CSR Committee met
during the year
once during the year on
October 16, 2020)
i. Mr. Ravi C. Raheja Chairman, Non Independent 1 1
Director
Strategic Review
ii. Mr. Robert Bready Independent Director 1 1
iii. Mr. Rajiv Suri Managing Director & CEO N.A. N.A.
(Resigned w.e.f. August 13, 2020).
iv. Mr. Manish Chokhani (Appointed w.e.f Independent Director 1 1
August 13, 2020).
v. Ms. Uma Talreja Chief Ecommerce Officer 1 1
acts as Secretary to the
Committee.
3 The web-link where Composition of CSR https://corporate.shoppersstop.com/uploaded_files/3097b50-750a.pdf
committee, CSR Policy and CSR projects
approved by the board are disclosed on the
website of the company.
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies
Responsible Business
(Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report).: Not Applicable
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility
Policy) Rules, 2014 and amount required for set off for the financial year, if any: Not Applicable
Amount available for Amount Required to be
Sl.
Financial Year set-off from preceding set-off for the financial
No.
financial years (in `) year, if any (in `)
Not Applicable
Total - - -
6. Average Net Profit of the Company for last 3 financial years `52.5 crores
(as per Section 135(5))
7. a. Two percent of average net profit of the company as per `1.05 crores
section 135(5)
b. Surplus arising out of the CSR projects or programmes or Not Applicable*
Statutory Reports
activities of the previous financial years.
c. Amount required to be set off for the financial year. Not Applicable*
d. Total CSR obligation for the financial year (7a+7b-7c) `1.05 crores
64 / 65
Item from Location of the Amount transferred to Mode of Through
Amount Spent
the list of Project. allocate Unspent CSR Implementation Implementing
S. Local Area Project in the current
Name of the CSR Project activities in for the Account for Direct Agency
No. (Yes/No). Duration financial year
Schedule VII of project the project as (Yes/No).
(in `)
the Act. (in `) per Section
135(6) (in `). CSR
State. District Name
registrationo.
1 Recycling old clothes Women Yes (PAN PAN India September 01, `1.05 crores `0.30 crores `0.75 crores Yes Implementing Agency –
for a cause (Women Empowerment India) 2020 GOONJ
Empowerment through & Healthcare to December Registration No.
generating Livelihood 31, 2021 CSR00000291
and Menstrual Health
Awareness & Access)
8. c Details of CSR amount spent against other than ongoing projects for the financial year: Not Applicable
(1) (2) (3) (4) (5) (6) (7) (8)
Mode of implementation - Through
Item from the list of Location of the project. Amount spent for
Sl. Local area Mode of implementation - implementing agency.
Name of the Project activities in schedule VII to the project
No. (Yes/ No). Direct (Yes/No). CSR registration
the Act. State. District. (in `). Name.
number.
1. Not Applicable
Sl.
Particular Amount (in `)
No.
(i) Two percent of average net profit of the company as per section 135(5) `1.05 crores
(ii) Total amount spent for the Financial Year `0.30 crores
(iii) Excess amount spent for the financial year [(ii)-(i)] NIL
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any Not Applicable*
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] NIL
9. a Details of Unspent CSR amount for the preceding three financial years:
*Amount transferred to any fund specified under *Amount remaining
*Amount transferred to Amount spent
Sl. Schedule VII as per section 135(6), if any. to be spent in
Preceding Financial Year. Unspent CSR Account under in the reporting
No. succeeding financial
section 135 (6) (in `) Financial Year (in `). Name of the Fund Amount (in `). Date of transfer.
years. (in `)
1. 2019-20 Not Applicable `0.85 crores Not Applicable Not Applicable
2. 2018-19 `1.39 crores
3. 2017-18 `0.84 crores
Total `3.08 crores
9. b *Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not Applicable
I I
3
Total
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year: Not Applicable
(asset-wise details).
(a) Date of creation or acquisition of the capital asset(s).: Not Applicable
(b) Amount of CSR spent for creation or acquisition of capital asset. : Not Applicable
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.: Not Applicable
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset).: Not Applicable
11. Specify the reason(s), if the Company has failed to spend two percent of the average net profits as per section 135(5):
The collection of old clothes could not take place due to the pandemic Covid-19 and the project had to be suspended. During this time, the women were also
immobile and could not make sanitary napkins and the program was stopped. The project could pick up pace only in February-March, 2021. Goonj has reverted in
April, 2021 stating that due to the lockdown declared due to the second wave of Covid-19, the CSR project had to be again suspended for the time being and they
shall restart once the situation improves. They have further indicated that they would try to complete the project by December, 2021. The Company is working in
co-ordination with Goonj and shall continue to release funds out of the approved expenditure based on requests and utilization certificates received from Goonj.
*The provisions with respect to unspent CSR amount for ongoing project being carried forward or in other cases being transferred, came into effect from January 22, 2021, hence for
period prior to Financial Year 2020-21, there is no carried forward of unspent CSR amount.
Financial Statements Statutory Reports Responsible Business Strategic Review Corporate Review
Annexure III to the Directors’ Report
To, a)
The Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers)
The Members,
Regulations, 2011;
SHOPPERS STOP LIMITED
b)
The Securities and Exchange Board of India
I have conducted the secretarial audit of the compliance (Prohibition of Insider Trading) Regulations, 2015;
of applicable statutory provisions and the adherence to
c)
The Securities and Exchange Board of India
good corporate practices by SHOPPERS STOP LIMITED
(Issue of Capital and Disclosure Requirements)
(hereinafter called “the Company”), incorporated on 16th
Regulations, 2018;
June, 1997 having CIN:L51900MH1997PLC108798 and
Registered office at Umang Tower, 5th Floor, Mindspace, Off. d) The Securities and Exchange Board of India (Share
Link Road, Malad (West), Mumbai-400064. Secretarial Audit Based Employee Benefits) Regulations, 2014;
was conducted in a manner that provided me a reasonable
e)
The Securities and Exchange Board of
basis for evaluating the corporate conducts/statutory
India (Buyback of Securities) Regulations,
compliances and expressing my opinion thereon.
2018-NOT APPLICABLE
Based on my verification of the Company’s books, papers,
f)
The Securities and Exchange Board of India
minute books, forms and returns filed and other records
(Registrars to an Issue and Share Transfer Agents)
maintained by the company and also the information
Regulations, 1993 regarding the Companies Act
provided by the Company, its officers, agents and authorised
and dealing with client;
representatives during the conduct of secretarial audit, I
hereby report that in my opinion, the company has, during g)
The Securities and Exchange Board of India
the audit period covering the financial year ended on 31st (Delisting of Equity Shares) Regulations,
March, 2021 complied with the statutory provisions listed 2009- NOT APPLICABLE
hereunder and also that the Company has proper Board-
h) The Securities and Exchange Board of India (Issue
processes and compliance-mechanism in place to the extent,
and Listing of Debt Securities) Regulations,
in the manner and subject to the reporting made hereinafter:
2008- NOT APPLICABLE
I have examined the books, papers, minute books, forms
I have relied on the representation made by the Company
and returns filed and other records maintained by the
and its officers for the systems and the mechanism formed
Company and have relied on the records, documents and
by the Company for the Compliances under the applicable
information shared electronically to me by the Company
Acts and the regulations to the Company.
due to extra-ordinary circumstance of COVID-19, for the
Financial Year ended on 31st March, 2021 as made available I have also examined compliance with the applicable clauses
to me, according to the following provisions of (including of the following:
any statutory modifications, amendments or re-enactment
(i)
Secretarial Standards issued by The Institute of
thereof for the time being in force):
Company Secretaries of India
(i) The Companies Act, 2013 (the Act) and the rules
(ii) SEBI (Listing Obligations and Disclosure Requirements)
made thereunder;
Regulations, 2015
(ii)
The Securities Contracts (Regulation) Act, 1956
During the period under review the Company has complied
(‘SCRA’) and the rules made thereunder;
with the provisions of the Act, Rules, Regulations, Guidelines
(iii) The Depositories Act, 1996 and the Regulations and and Standards mentioned above.
the Bye-Laws framed thereunder;
I further report that
(iv)
Foreign Exchange Management Act, 1999 and the
The Board of Directors of the Company is duly constituted
rules and regulations made thereunder to the extent
with proper balance of Executive Directors, Non-Executive
of Foreign Direct Investment, Overseas Direct
Directors and Independent Directors. The changes in the
Investment and External Commercial Borrowings;
Composition of the Board of Directors and Key Managerial
(v) The following Regulations and Guidelines prescribed Personnel that took place during the period under review
under the Securities and Exchange Board of India Act, were carried out in compliance with the provisions of the Act.
1992 (‘SEBI Act’):-
66 / 67
Adequate notice is given to all directors to schedule the a)
The members of the Company have approved
Corporate Review
Board Meetings, agenda and detailed notes on agenda were ‘Shoppers Stop Limited Employee Stock Option Plan-
sent as per the provisions of the Companies Act, 2013 and 2020’ by passing a Special Resolution through Postal
the rules made thereunder, and a system exists for seeking Ballot on 03rd December, 2020 and have duly complied
and obtaining further information and clarifications on with the provisions of the Act and all the regulations
the agenda items before the meeting and for meaningful applicable under Securities and Exchange Board of
participation at the meeting including meeting through the India regulations.
video conference.
b) The Board of Directors through its committee formed
All decision is carried through the unanimous consent of all for the purpose of right issue has issued and allotted
the Board of Directors and recorded as part of the minutes. 2,13,68,982 Equity Shares of `5/- each at an issue price of
`140/- per share in its meeting held on 17th December,
I further report that there are adequate systems and
2020 and have duly complied with the provisions of the
processes in the Company commensurate with the size
Strategic Review
Act and all the regulations applicable under Securities
and operations of the Company to monitor and ensure
and Exchange Board of India regulations.
compliance with applicable laws, rules, regulations
and guidelines. For Kaushal Dalal & Associates
Company Secretaries
I further report during the audit period the Company has
following specific events / actions having a major bearing
Kaushal Dalal
on the Company’s affairs in pursuance of the above referred
Date: May 21, 2021 Proprietor
laws, rules, regulations, guidelines, standards, etc:
Place: Mumbai M. No: 7141 CP No: 7512
UDIN: F007141C000356061
Responsible Business
To,
The Members,
1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to
express an opinion on these secretarial records based on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test check basis to ensure that
correct facts are reflected in secretarial records. I believe that the processes and practices, I followed, provided a
Statutory Reports
reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and Book of Accounts of the Company.
4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and
regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulation, standards is the
responsibility of management. My examination was limited to the verification of procedures on the test check basis.
6. The Secretarial audit report 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.
Kaushal Dalal
Date: May 21, 2021 Proprietor
Place: Mumbai M. No: 7141 CP No: 7512
UDIN: F007141C000356061
Annexure IV to the Directors’ Report
Some of the green initiatives that your Company undertook during the year under review are listed here :
• LED lighting, VFD installations at stores. This resulted in control and optimisation of power consumption.
• Proposed and planned IOT base Automation for the energy Optimisation at stores.
• Audited stores for extra fixed load and Reduced the Fixed power load in Coimbatore store, which resulted in saving
of 100 KVA demand load;
• Generated 42,000 renewable electricity units from earlier installed solar plant in one of the store.
• Revamped and reused, refurbished floor fixtures and used environment-friendly alternatives wherever possible, in
line with best-in-class store planning and maintenance practices.
• Adopted good maintenance practice to avoid energy losses and optimised energy consumption.
• There is major reduction in the energy cost, which is primarily due to lockdown against the COVID-19.
During the year under review, there was no capital investment on energy conservation equipment.
B. Technology absorption.
There has been no import of technology during the year under review.
B S Nagesh
Chairman
Place: Mumbai DIN: 00027595
Date: May 21, 2021
68 / 69
Business Responsibility Report
(Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Corporate Review
SECTION A: GENERAL INFORMATION ABOUT THE COMPANY
1 Corporate Identity Number (CIN) L51900MH1997PLC108798
2 Name Shoppers Stop Limited
3 Registered office Address Umang Tower, 5th Floor, Mindspace, Off. Link Road, Malad (West),
Mumbai - 400 064.
4 Website www.shoppersstop.com
5 E-mail id company.secretary@shoppersstop.com
6 Financial Year reported April 1, 2020 to March 31, 2021
7 Sector(s) that the Company is engaged in (industrial activity Fashion Retail business
code-wise) NIC: 477
8 List three key products/services that the Company Retailing of Apparels and Non-Apparels
manufactures/provides (as in balance sheet)
Strategic Review
9 Total number of locations where business activity is undertaken (a) Number of International Locations – Nil
by the Company (b)
Number of National Locations – The Company has 84.
(a) Number of International Locations (Provide details of major 5) departmental stores and 11 HomeStop stores in India. Details
(b) Number of National Locations of these store locations are provided in ‘General Shareholders
Information’ section of the Corporate Governance Report.
In addition, under the ‘Beauty segment’, the Company also
operates 127 beauty stores (under M.A.C, Clinique, Estee
Lauder, Bobbi Brown and Smash Box formats) and 26 airport
stores.
10 Markets served by the Company – Local/State/National/ National
International
Responsible Business
2 Total Turnover `1,725.09 crores
3 Total profit/(loss) after taxes (`354.93 crores)
4 Total Spending on Corporate Social Responsibility (CSR) as CSR Expenditure undertaken – `0.03 Lacs
percentage of profit after tax (%) % of PAT – NA (the Company incurred a loss during the year under
review)
Due to the ongoing pandemic, the Company could not complete
the CSR project undertaken; and shall endeavour to complete the
same on or before December 31, 2021.
5 List of activities in which expenditure in 4 above has been Creating livelihood for women
incurred Empowering women employment
Enhancing vocation skills for women
The details of the above CSR activities are provided in Principle 8 –
Inclusive Growth and Equitable Development and as Annexure to
Statutory Reports
the Directors’ Report.
70 / 71
Corporate Review
(a) Details of compliance (Reply in Y/N)
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 Do you have policies for Y Y Y Y Y Y N Y Y
2 Has the policy been formulated in consultation Y Y Y Y Y Y - Y Y
with the relevant stakeholders? Note 1
3 Does the policy conform to any national/ The Business Responsibility Policy is in accordance with principles laid down
international standards? If yes, specify. in the National Voluntary Guidelines (Guidelines) on Social, Environmental and
Economic responsibilities of Business published by the Ministry of Corporate
Affairs. Additionally the spirit and content of the Code of Conduct and the
applicable laws are captured in the policies framed by the Company.
4 Has the policy been approved by the Board? Policies mandated under the Companies Act, 2013 (the Act) and the Listing
If yes, has it been signed by MD/owner/CEO/ Regulations are approved by the Board and is signed by the Managing Director
appropriate Board Director? & Chief Executive Officer. Other policies are approved by the Managing Director
Strategic Review
& Chief Executive Officer/Functional Heads of the Company, as appropriate
from time to time.
5 Does the company have a specified committee Y Y Y Y Y Y - Y Y
of the Board/Director/Official to oversee the
implementation of the policies? Note 2
6 Indicate the link for the policies to be viewed Policies mandated to be displayed on website of the Company as per the Act
online? and Listing Regulations are displayed at https://corporate. shoppersstop.
com/Investors/Policies.aspx and all other policies are displayed on intranet
platform ‘Spandhan’
7 Has the policy been formally communicated to Y Y Y Y Y Y - Y Y
all relevant internal and external stakeholders?
Note 1
8 Does the Company have in-house structure to Y Y Y Y Y Y - Y Y
Responsible Business
implement the policies?
9 Does the Company have a grievance redressal Y Y Y Y Y - - - Y
mechanism related to the policies to address
stakeholders’ grievances related to the policies?
10 Has the Company carried out independent Y Y Y Y Y Y - Y Y
audit/evaluation of the working of this policy by
an internal or external agency? Note 3
Note 1: There have been consultations with all stakeholders wherever required and possible and accordingly the relevant policies have
evolved over a period of time. The same has been communicated to them wherever possible.
Note 2: The implementation and adherence to the Code of Conduct for Employees is overseen by the Human Resource and GRC
respectively. The Corporate Social Responsibility Policy is administered by the CSR Committee in line with the requirements of the
Act. The Energy Management Policy is overseen by the Maintenance Function. Resolution of all customer and other business-related
issues are done by the relevant operating functions. The Nomination, Remuneration and the Corporate Governance Committee
Statutory Reports
oversee the implementation of certain policies.
Note 3: The internal auditors and GRC function carry out independent audit/evaluation of working of these policies from time to time.
(b) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options)
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 The Company has not understood the - - - - - - - - -
Principles
2 The Company is not at a stage where it finds - - - - - - - - -
itself in a position to formulate and implement
the policies on specified principles
3 The Company does not have financial or - - - - - - - - -
manpower resources available for the task
4 It is planned to be done within next 6 months - - - - - - - - -
Financial Statements
72 / 73
Promoter Score (NPS) and Partner Satisfaction Index – More than 1,200 associates undergo these
Corporate Review
(PSI) respectively. assessments twice a year. Various scientific tools
like online tests, group discussions, role-plays, in-
PRINCIPLE 3: WELLBEING OF EMPLOYEES
basket exercises and competency interviews are
WE NURTURE THE HOLISTIC GROWTH AND DEVELOPMENT
conducted by internal assessors to select the best
OF OUR PEOPLE, OFFERING EQUAL OPPORTUNITY FOR
from the talent pool.
EVERY EMPLOYEE.
– Managerial and Supervisory Training (M.A.S.T.) :
Shoppers Stop is constantly striving to foster a healthy
Those aspiring to be Department Managers
work environment that draws its strength from gender as
undergo this intensive program. It comprises of
well as cultural diversity. We have framed various standards
Blended training and simulation learning, including
and practices to support the overall health, safety, and
sessions with internal as well as external speakers.
wellbeing of associates and ensure that workplaces are
At the end of the programme, each participant
free from discrimination and harassment, with equal
Strategic Review
receives a certificate and are relocated to a new
opportunity for everyone.
store as effective Retail Operations Managers.
Capability building Despite the pandemic, the Company continued to
Shoppers Stop strongly believes that true growth lies manage this initiative effectively by converting and
in developing capacity and ability of every employee to delivering it through a blended learning format.
perform their job better bearing in mind the current business
o Mid-management
environment. Their growth in turn fuels the exemplary and
delightful service to the customers. Investing in upskilling – Learn Excel Achieve and Perform Programme
and reskilling our people is the key to how the Company (L.E.A.P.) programme is intended towards those
continues to respond to the ever-changing retail environment aspiring to be Retail Operations Managers. It
and unprecedented situations like the pandemic. comprises Blended training and simulation learning,
including sessions with internal as well as external
• Competency framework: In a constant pursuit to make
Responsible Business
speakers. At the end of the programme, each
development and learning relevant, competencies were
participant receives a certificate and are relocated to
strengthened by assessing and training employees on
a new store as effective Retail Operations Managers.
being agile and digital savvy. The new framework that
has nine dimensions, is based on the experience gained – Leadership Excellence Accreditation Development
by internal and external experts, is being used. Agile and (L.E.A.D.) programme is mandatory for all the
digital methods are placed on the same level as existing Retail Operations Managers who have cleared
ones and are used wherever they are appropriate. the assessment. They undergo a 56-hour training
programme, which comprises internal as well as
• Staying abreast with customer trends and evolving
external speakers.
preferences is a business imperative for us. It’s also
pertinent for a new joinee to understand the nuances – Personal Shoppers Training Programme: In order
of Retail and aspects of Fashion & Styling. All our to provide expert advice and extend the highest level
Statutory Reports
associates were earlier trained through the internationally of customised and personalised customer service,
acclaimed “City and Guilds Organisation”. However, with the Company selects a section of employees after a
the pandemic setting in, the Company had to revisit its thorough set of assessments. This set of employees
approach. The Company transitioned its approach into a are referred to as Personal Shoppers. This program is
digital one and a blended induction program was created. intended to groom and nurture a Personal Shopper.
A Personal Shopper needs to demonstrate passion
o Induction course: All our associates mandatorily
about his/her job, exercise strong Relationship
undergo induction training, comprising 27.5 hours of
Management and exhibit advanced knowledge in
blended training immediately after their joining.
products and trends thus delighting customers
• Internal talent pipeline: We groom our teams and with high standards in service. The training hence
provide them with an array of learning and professional includes specialised topics, such as body shape
growth opportunities, which have enabled us to fill more analysis and recommendations, personal colour
Financial Statements
than 60% positions internally. analysis and recommendations, face shape analysis
and recommendations, grooming based on body
o Front-end associates
types and personal colouring, responsibilities,
– Baby Kangaroo programme is intended towards our telephone etiquette, among others. For this, we
large base of front-end associates, nurturing them have partnered with Times Professional, an award
as future managers. This comprises a nationwide winning professional and vocational learning brand
assessment centre of all front-end associates, who of Times Professional Learning (the education
have completed two years with the Company. initiative from the Times of India Group, India’s
largest and most diversified media conglomerate).
The trainers are certified image consultants who • Associate Growth Opportunity Map: Shoppers Stop
also train corporates, beauty pageants and high net is wholeheartedly invested in developing its associates
worth individuals. in their chosen streams as well as encourages cross-
functional movements with appropriate trainings/
– Personal Shoppers in Training:- To create a
qualifications based on the associate’s ambition. While
robust pipeline of Personal Shoppers and in an
eligibility for promotions and lateral movements has
attempt to identify and nurture associates who
been well defined for several years, we tried to crystallise
could be groomed to become Personal Shoppers,
the entire upward and lateral movement opportunity
the PSIT program was launched this year. This
process into clear and concise opportunity maps –
program focusses on introducing fashion jargons
allowing the associate to quickly gauge their eligibility and
and concepts of styling. The key objective of this
requirements to move into various roles.
program is to also intensify focus on Customer
Relationship Management. More than 130 plus Prevention of Sexual Harassment (POSH)
PSITs were trained through Blended Training In line with the statutory requirements, each of our units and
through this program. services office incorporates a POSH Committee to safeguard
employees. The POSH Internal Complaints Committee
– We arrange series of leadership talks, wherein
(ICC) attends a two-day certification programme on the
celebrity authors and eminent personalities share
procedures and documentation of POSH cases.
their thoughts and ideologies on particular subjects
with our associates and relate them to the inherent On the other hand, employees, including housekeeping,
values at Shoppers Stop. The authors include security, and other contractual staff, undergo POSH training.
Mr. Ankur Warikoo, an Internet entrepreneur, Awareness sessions are conducted through e-learning
motivational speaker and angel investor based platforms and classroom training to empower employees
in India and Mr Ashwin Sanghi who ranks among across all groups to seek help when needed.
India’s highest selling English fiction authors.
We encourage stakeholders to report their concerns and
– Learning Planet is one stop, comprehensive online the POSH Committee takes a detailed review, adopting
learning platform for all our product and policy corrective actions to promptly resolve the same. To maintain
trainings as well as for our functional and behavioural anonymity, a dedicated helpline number has been made
initiatives. We acquire young talent and train them available wherein direct employees as well as third-party
in technical, functional or management matters. staff members can voice their concerns without disclosing
their identity.
• Digital Dexterity
COVID-19 perspective: Employee wellness
The pandemic posed a serious challenge to the entire
Faced with a pandemic that was characterised by both
world and changed the way businesses operated. This
unfamiliarity and uncertainty, Shoppers Stop was quick to
change compelled organisations to restructure their
respond through its precautionary measures, stringently
businesses and reskill the employees on completely new
followed throughout all its stores and offices. We went the
competencies. As a part of its ongoing Omni Channel
extra mile to meet and exceed the guidelines laid down by
journey, Shoppers Stop continued to upskill its employees
WHO, state and central government authorities, to prevent
on the current and future technologies and trained its
exposure to the virus and ensure the safety of our employees.
employees on the newer competency of being Digital
We have enabled our teams to work remotely, while
Savvy. Programs on understanding the Omni Channel
establishing strict social distancing norms and enforcing
business, technical training on all the new technologies
mandatory health check-ups for those resuming work. We
to reach out to the customer virtually and behavioural
are sanitising all our spaces periodically and implementing
programs on having an agile mind set were conducted
all necessary precautions, so that we can provide a safe
through internal and external speakers.
environment for both employees and customers.
Brand Staff/
COVID -19 Status (Apr 2020-Mar 2021) SSL Employees Grand Total
HK/Security
Total No. of Employees Affected 266 162 428
Total No. of Employees Recovered 264 161 425
2) Any associates in contact/having contacted the infected employee are advised by the respective HR Single Point of
Contact (“SPOC”) to be in self-isolation for 14 days as per the COVID Norms.
3) Infected employees are immediately advised by the respective HR SPOC to consult a doctor for proper treatment.
74 / 75
4)
Employees are advised by the respective HR medical support for employees and their family
Corporate Review
SPOC to be in quarantine for 14 days on coming in members. Help is extended to get access to Medical
contact with any infected COVID Family members/ facilities, Diagnostic Testing and Doctor Consultations.
Friends/ Relatives. Communication has been shared through Mailers,
Trrain Circle App, WhatsApp groups to reach the
5) Employee has to submit a negative COVID (RTPCR)
Employee Support Team with a dedicated email ID -
report to resume work.
EmployeeSupport.Covid19@shoppersstop.com.
6) Stores have been immediately sanitised after a COVID
We are making extensive use of technology and social media
case is reported.
platforms to engage and communicate with employees.
7)
COVID Antigen/ Antibody test conducted at
In times of crisis such as the one we experienced in 2020,
Services Office for the employees to assess COVID
we assessed and contributed to a broader response that
infection probability.
embedded our organisation’s values, and societal impact
Strategic Review
8)
Expenses for Covid treatment are covered under with a focus on the well-being of our staff, stakeholders, and
employee’s Mediclaim policy. the community. We also included strategies for business
continuation that also addressed how people can stay
9) Employees can avail max. upto his/her sum assured
psychologically resilient.
amount of one’s Mediclaim amount in case of
hospitlisation, and upto `7000 in case of Domicile. It was key for HR to promote a climate of calm while also
engaging leadership to respond with timely, accurate,
10) Employee who lost their lives, due to COVID-19 are
assertive, clear, and consistent communication from all
covered under Life Security Plan of the organisation
levels of the organisation. In addition, communication
whereby family members of the deceased employee(s)
needed to be honest, open and as transparent as possible
will be entitled to a sum of amount equal to 3 times the
to maintain credibility. The approach had to come from
average grade CTC of the employee.
a place of empathy and understanding of the different
Responsible Business
11)
Daily Dashboard is published with Executive impacts that situations like these have on people, from the
Management for visibility on active cases and physical to the mental.
measures taken.
Senior leadership often spoke at virtual town-halls, to
12) Emergency Committee has been formed to report any boost employee morale. Further, during the lockdown,
Covid infected person at Services Office and Stores. we shared a significant amount of training content with
employees via the TRRAIN App as well as our Learning
13) COVID-19 Employee Support Team has been formed
Management System (LMS).
at regional and central level to provide Covid19 related
Statutory Reports
4 Number of permanent employees with disabilities 25
5 Do you have an employee association that is recognised by No
management?
6 What percentage of your permanent employees are members Not Applicable
of this recognised employee association?
7 No. of complaints related to child labour, forced labour, No. of
involuntary labour, sexual harassment in the last financial year No. of
complaints
complaints
and pending, as on the end of the financial year. Category pending as
received during
on end of the
the year
financial year
Child labour/forced labour/ 0 0
involuntary labour
Sexual Harassment 16 0
Financial Statements
Discriminatory employment 0 0
8 What percentage of your under mentioned employees were 98%
given safety and skill up-gradation training in the last year?
Golden Mirror Awards PRINCIPLE 6: ENVIRONMENTAL RESPONSIBILITY
Golden Mirror Awards provide a standard platform of WE RESPECT AND PROTECT THE ENVIRONMENT.
recognition for all our associates across stores and offices. WE ARE SENSITIVE TO OPTIMISING OUR RESOURCE
Our award categories try to cover all unique operations and FOOTPRINT AND MONITORING OUR BUSINESS ON
support roles and the parameters are strongly aligned to the SUSTAINABILITY PARAMETERS.
associate’s goals.
Shoppers Stop consistently identifies and assesses potential
Other key highlights environmental risks. Our Energy Management Policy applies
• Shoppers Stop ELCA was conferred the most Inclusive to all business units, employees and contractors in service
Workplace Award at TRRAIN Retail Awards 2021 and to the business of the Company. It is built on the principles
were felicitated at the virtual TRRAIN Retails Awards of 3R’s: Reduce, Reuse and Recycle. We are continuously
ceremony online seeking to optimise energy consumption, reduce operating
costs, minimise threats to business continuity and appeal
• Shoppers Stop won four awards at ‘The Customer Fest
to consumers with sustainable brands; thereby increasing
Show’ 2021 in the below categories:
shareholder value.
– Best Integrated Media Campaign
Our in-house intranet network, Think Green facilitates
– Best Use of Voice of Customer insightful discussions on environmental issues
between employees.
– Best Contactless Employee to Customer Experience
In view of the Stores of the Company being on lease / license,
– Champion of Champions – Loyalty Program of the Year
Shoppers Stop has limited right to do improvements in the
PRINCIPLE 4: RESPONSIVENESS TO STAKEHOLDERS premises. Shoppers Stop however within the limitations it
WE RESPECT THE INTERESTS OF AND ARE RESPONSIVE has with respect to the premises, ensures the fit-out of the
TOWARDS ALL STAKEHOLDERS. stores are done with sustainable material and with minimum
carbon foot-print. It at the same times makes every effort
Shoppers Stop has identified its stakeholders and ensures
to minimise the power consumption and air-conditioning.
periodic and effective communication with them.
Some of the green initiatives that we undertook in the year
Key categories of internal and external stakeholders
are listed here :
comprise customers, vendors and suppliers, employees,
shareholders, investors, government and regulatory • LED lighting, VFD installations,
authorities and communities at large. We regularly interact
• Proposed and planned IOT based automation for the
with these stakeholders. We have well-established,
energy optimisation at stores.
adequate grievance redressal systems for customers,
employees and shareholders. We disclose all relevant • Audited stores for extra fixed load and reduced the Fixed
information about our products, business and financial Power Load in Coimbatore store, which resulted in saving
performance and other statutory information on our website of 100 KVA demand load;
and other media communications to ensure effective and
• Generated 42,000 renewable electricity units from earlier
continuous stakeholder engagement from time to time.
installed solar plant in one of the store.
Special initiatives taken by the Company to engage with
• Harvested rainwater @60 KL in one of the
the marginalised stakeholders are outlined in Principle 8, as
store at Hyderabad.
part of Company’s CSR initiatives and in CSR Report – the
Annexure II to the Directors’ Report. • Revamped and reused, refurbished floor fixtures and
used environment-friendly alternatives wherever
PRINCIPLE 5: HUMAN RIGHTS
possible, in line with best-in-class store planning and
WE UPHOLD, PROTECT AND ADVOCATE HUMAN RIGHTS
maintenance practices.
IN EVERY SPHERE OF OUR BUSINESS.
During the year under review, the Company has not received
Human rights are a non-negotiable priority for Shoppers
any show cause / legal notice from CPCB or SPCB. The
Stop. Our Unified Code of Conduct, which extends to all
details of our initiatives towards energy conservation during
employees, business partners and third-party contractors,
the year under review are shared in Annexure IV of the
clearly articulates our values of promoting utmost respect
Directors’ Report.
for human rights. We adhere to all statutes that embody the
principles of human rights, such as prevention of child labour, PRINCIPLE 7: PUBLIC POLICY ADVOCACY
empowerment of women, civil liberties, non-discrimination, WE MEANINGFULLY ENGAGE WITH INDUSTRY BODIES TO
etc. We proactively take corrective measures to mitigate any ENSURE A CONTINUOUS AND RESPONSIBLE DIALOGUE
breach in the above-mentioned matters. We did not receive OVER RELEVANT MATTERS.
any complaints related to human rights violation during the
Shoppers Stop generally conveys its policy positions
year under review.
through its membership with the Retailers Association of
India (RAI). A non-profit entity, RAI acts as effective retailer
76 / 77
voice and works towards overall industry development. Health, water and sanitation
Corporate Review
We also hold memberships of other industry associations Our pan-India blood donation drive, “Ayushman Ho” was
such as the Clothing Manufactures Association of held on the Foundation Day – October 27, across all stores.
India (CMAI), Confederation of Indian Industry (CII) and This united our associates at the Services Office and across
Federation of Indian Chambers of Commerce & Industry all stores to come forward for the common cause of ‘Saving a
(FICCI). Internationally, we are a part – and the only Indian Life’. A total of 1,866 units of blood was collected on the day.
member – of Intercontinental Group of Department Stores
PRINCIPLE 9: ENGAGEMENT WITH CUSTOMERS
(IGDS). IGDS is the largest association of department stores
WE AIM TO PROVIDE BEST VALUE IN TERMS OF PRODUCTS
the world over.
AND SERVICES AND ADOPT BEST PROCESSES FOR
While we do not have a stated Policy on Advocacy, we CUSTOMERS, THEREBY MATCHING GLOBAL STANDARDS
actively participate in various seminars, conferences and OF PERFORMANCE.
other forums on industry issues and policy matters that
We are focused on providing an enhanced shopping
Strategic Review
impact the interest of our countless stakeholders.
experiences to our diverse network of customers, who
PRINCIPLE 8: INCLUSIVE GROWTH AND shop with us through multiple media. To empower them
EQUITABLE DEVELOPMENT to make their purchase decision, we display all the requisite
OUR AIM IS TO MAINTAIN A SYMBIOTIC RELATIONSHIP information on product labels as per the guidelines. We keep
WITH THE WIDE NETWORK OF CUSTOMERS, BRAND our ears to the ground to understand evolving customer
PARTNERS AND EMPLOYEES TO OPTIMISE OUR needs and collect feedback on their shopping experience
STRENGTH TO BETTER SERVE THE COMMUNITIES IN through the rollout of our periodic surveys via formal and
WHICH WE OPERATE. informal mechanisms. This also helps us to understand
consumer satisfaction levels and latest trends.
Inclusive growth is critical to enhancing our business
resilience. Shoppers Stop’s CSR programmes are aimed to To reach our young audience, apart from our Shoppers
address some of the important challenges faced in the areas Stop handles on social media, we also launched a specific
Responsible Business
of employability generation and skilling, development and Shoppers Stop beauty handle on Instagram to educate them
empowerment, livelihood generation, health, sanitation, through engaging content. The social media channels help
environment and sustainable initiatives among others. us with a two-way dialogue with our customers to help
resolve their queries, simplify product return and handle
We follow a stringent governance process to review each of
other issues, as well as provide product information and
our CSR initiatives and assess their progress and impact on
demos to help customers make an informed purchase
the community every quarter.
decision; all within a quick turnaround time of 24-48 hours
We had approved a CSR Budget of `1.05 crores to be spent on a case-to-case basis. Direct unbiased feedback from
on a focused program for Women Empowerment through the customers have gone a long way in upgrading business
Generating Livelihood and Menstrual Health Awareness & operational practices.
Access, to be run by an NGO, Goonj in partnership with the
With an aim to delight our First Citizen members, we
Company. Out of the budged amount, `0.30 crores could be
proactively celebrate their birthdays, anniversaries
Statutory Reports
spent during the year under review.
and special occasions with them in-store or with prior
Due to the ongoing pandemic related lockdown and permission a team goes to their home to celebrate the
related restrictions, the work on the CSR project had to special occasion. We also invite our loyal members and their
be suspended and could be undertaken only during a very families periodically for a ‘Meet & Dine’ with a member from
small part of the year under review by the NGO in various our Leadership Team. To create memorable experiences for
parts of the country. The work had to be again suspended our customers and social media fans, we invite them for an
in beginning of April, 2021 due to the lockdown pursuant to exclusive ‘Meet & Greet’ sessions with celebrities in-store
the second wave of COVID-19. The NGO has confirmed that over a new product, brand, service or store launch.
they would restart once the situation improves and try to
As on March 31, 2021, there are 5 (online and offline) customer
complete the project by December, 2021. The Company is
complaints pending, which are being meticulously attended
working in co-ordination with the NGO.
to, to redress the grievances. Further, the Company is
Financial Statements
Environment and sustainability defending nineteen ongoing consumer cases as well. There
We collaborated with non-profit organisation, to conduct are no cases pending in relation to unfair trade practices,
the #FashionForGood campaign, encouraging individuals to irresponsible advertising and/or anti-competitive behaviour.
donate their old and unused clothes at any of the Shoppers However, dissatisfied customers of the Company generally
Stop stores round the year. These were then segregated into file their cases in the consumer protection forums for alleged
two piles: one was donated to those in need and the other deficiency in expected level of service by the Company,
was upcycled to be made into shopping jholas, bags and in the normal course of business, which the Company
sanitary napkins, among others. defends appropriately.
Independent Auditor’s Certificate
and Reviews of Historical Financial Information, and
Independent Auditor’s Report on compliance with
Other Assurance and Related Services Engagements.
the conditions of Corporate Governance as per
provisions of Chapter IV of Securities and Exchange 7. The procedures selected depend on the auditor’s
Board of India (Listing Obligations and Disclosure judgement, including the assessment of the risks
Requirements) Regulations, 2015, as amended associated in compliance of the Corporate Governance
Report with the applicable criteria. Summary of
The Members of Shoppers Stop Limited
procedures performed include:
Umang Tower,
5th Floor, Mindspace, i. Read and understood the information prepared
Off Link Road, Malad (West), by the Company and included in its Corporate
Mumbai – 400 064 Governance Report;
1.
The Corporate Governance Report prepared by ii. Obtained and verified that the composition of
Shoppers Stop Limited (hereinafter the “Company”), the Board of Directors with respect to executive
contains details as specified in regulations 17 to and non-executive directors has been met
27, clauses (b) to (i) and (t) of sub – regulation (2) throughout the reporting period;
of regulation 46 and para C, D, and E of Schedule
iii. Obtained and read the Register of Directors as
V of the Securities and Exchange Board of India
on March 31, 2021 and verified that at least one
(Listing Obligations and Disclosure Requirements)
independent woman director was on the Board
Regulations, 2015, as amended (“the Listing
of Directors throughout the year;
Regulations”) (‘Applicable criteria’) for the year ended
March 31, 2021 as required by the Company for annual iv. Obtained and read the minutes of the following
submission to the Stock exchange. committee meetings / other meetings held
between April 1, 2020 to March 31, 2021:
Management’s Responsibility
2. The preparation of the Corporate Governance Report (a) Board of Directors Meeting;
is the responsibility of the Management of the
(b) Audit and Risk Management Committee;
Company including the preparation and maintenance
of all relevant supporting records and documents. (c) Annual General Meeting (AGM);
This responsibility also includes the design,
(d)
Nomination, Remuneration & Corporate
implementation and maintenance of internal control
Governance Committee ;
relevant to the preparation and presentation of the
Corporate Governance Report. (e) Stakeholders Relationship Committee ;
3. The Management along with the Board of Directors (f) Corporate Social Responsibility Committee
are also responsible for ensuring that the Company
v.
Obtained necessary declarations from the
complies with the conditions of Corporate Governance
directors of the Company.
as stipulated in the Listing Regulations, issued by the
Securities and Exchange Board of India. vi. Obtained and read the policy adopted by the
Company for related party transactions.
Auditor’s Responsibility
4. Pursuant to the requirements of the Listing Regulations, vii.
Obtained the schedule of related party
our responsibility is to provide a reasonable assurance transactions during the year and balances at the
in the form of an opinion whether, the Company has year- end. Obtained and read the minutes of the
complied with the conditions of Corporate Governance audit committee meeting where in such related
as specified in the Listing Regulations. party transactions have been pre-approved prior
by the audit committee.
5.
We conducted our examination of the Corporate
Governance Report in accordance with the Guidance viii.
Performed necessary inquiries with the
Note on Reports or Certificates for Special Purposes management and also obtained necessary
and the Guidance Note on Certification of Corporate specific representations from management.
Governance, both issued by the Institute of Chartered
8. The above-mentioned procedures include examining
Accountants of India (“ICAI”). The Guidance Note on
evidence supporting the particulars in the Corporate
Reports or Certificates for Special Purposes requires
Governance Report on a test basis. Further, our
that we comply with the ethical requirements of the
scope of work under this report did not involve us
Code of Ethics issued by ICAI.
performing audit tests for the purposes of expressing
6.
We have complied with the relevant applicable an opinion on the fairness or accuracy of any of the
requirements of the Standard on Quality Control financial information or the financial statements of the
(SQC) 1, Quality Control for Firms that Perform Audits Company taken as a whole.
78 / 79
should not be used by any other person or for any other
Corporate Review
Opinion
purpose. Accordingly, we do not accept or assume any
9. Based on the procedures performed by us, as referred
liability or any duty of care or for any other purpose
in paragraph 7 above, and according to the information
or to any other party to whom it is shown or into
and explanations given to us, we are of the opinion
whose hands it may come without our prior consent in
that the Company has complied with the conditions
writing. We have no responsibility to update this report
of Corporate Governance as specified in the Listing
for events and circumstances occurring after the date
Regulations, as applicable for the year ended March 31,
of this report.
2021, referred to in paragraph 4 above.
For S R B C & CO LLP
Other matters and Restriction on Use
Chartered Accountants
10. This report is neither an assurance as to the future
ICAI Firm Registration Number: 324982E/E300003
viability of the Company nor the efficiency or
effectiveness with which the management has
Strategic Review
conducted the affairs of the Company.
per Vijay Maniar
11.
This report is addressed to and provided to the Partner
members of the Company solely for the purpose of Membership Number: 36738
enabling it to comply with its obligations under the UDIN: 21036738AAAADO8225
Listing Regulations with reference to compliance with Place of Signature: Mumbai
the relevant regulations of Corporate Governance and Date: May 21, 2021
Responsible Business
Statutory Reports
Financial Statements
Corporate Governance Report
The Board of Directors (“the Board”) of Shoppers Stop realms of such laws. Your Company strives to comply
Limited (“the Company” or “Your Company”) present with both the “spirit and letter” of each such law and
herewith, report on the Corporate Governance for the year hence, it makes conscious efforts to institutionalise
ended March 31, 2021 (“FY 2021” or “the year under review”), good practices and believes that it shall go beyond
enumerating the current Corporate Governance systems adherence to the regulatory framework, in order to
and processes at the Company, in terms of Regulation 34 enhance stakeholder’s value.
read with Schedule V of the SEBI (Listing Obligations and
B. The Board of Directors (“the Board”)
Disclosure Requirements) Regulations, 2015, as amended
An independent and well-informed Board goes a
(“Listing Regulations”). This report on Corporate Governance
long way in protecting the Stakeholders’ interest and
is divided into the following parts:
simultaneously maximise long-term corporate values.
A.
Your Company’s philosophy on Code of Various Committees of the Board handling specific
Corporate Governance; responsibilities mentioned under the applicable laws
empower the functioning of the Board through flow
B. The Board of Directors;
of information amongst each other and by delivering
C. The Committees of the Board; a focused approach and expedient resolution of
diverse matters. The Board along with its Committees
D. Remuneration of Directors;
provides leadership and guidance to the Senior
E. General Body Meetings & Postal Ballot; Management with a strategic direction and thrust to
the operations of the Company.
F. Means of Communication;
Your Company has an appropriate blend of Directors
G. General Shareholder information; and
to maintain its diversity and independence and has
H.
Other Disclosures/ Compliances/ Certifications/ a strong Board with optimum combination of Non-
Disclosure from Senior Management Executive Directors, Non-Executive Independent
Directors including a Woman Director and an Executive
A. Your Company’s philosophy on Code of
Director. The Company has a Non-Executive Chairman
Corporate Governance
and number of Independent directors are more than
Your Company remains committed to continuously
half of the total strength of Board of Directors. The
adopt and adhere to the good corporate governance
day to day management of the Company is entrusted
practices, to ensure the ultimate goal of making your
with the senior management personnel and is headed
Company a value driven organisation. Your Company’s
by Managing Director & Chief Executive Officer,
philosophy on Corporate Governance is to:
functioning under the overall supervision, direction
(i)
Ensure adequate control systems to and control of the Board.
enable the Board to efficiently conduct the
The composition of the Board, during the year under
business and discharge its responsibilities
review, was in conformity with the provisions of the
towards shareholders;
Act, as amended and the Listing Regulations.
(ii) Ensure that the decision-making process is fair
The key decisions are taken after detailed deliberations
and transparent;
and discussions by the Board and is ensured that the
(iii)
Ensure fullest involvement and commitment relevant information prescribed to be provided, under
of the Management for maximisation of the Listing Regulations, is presented to the Board.
shareholders’ value; The Board of Directors of the Company on a quarterly
basis, reviews the compliance reports pertaining to
(iv) Imbibe the corporate values in the associates
the laws applicable to the Company.
and encourage them in their conduct; and
In terms of the provisions of Section 184 of the Act and
(v)
Encourage to follow the globally recognised
Regulation 26 of the Listing Regulations, the Directors
corporate governance practices.
present necessary disclosures regarding the positions
Corporate Governance is witnessing far reaching held by them on the Board and/or Committees of
structural changes, basis the various steps taken by other public and/or private companies, from time to
the Government from time to time. Your Company time. On basis of such disclosures, it is confirmed that
confirms compliance to the Corporate Governance as on the date of this Report, none of the Directors
requirements prescribed under the applicable law. of your Company:
80 / 81
b) hold membership of more than 10 (ten) and act The terms and conditions of the appointment of
Corporate Review
as chairman/ chairperson of more than 5 (five) Independent Directors are hosted on the Company’s
Committees (considering only Audit Committee website. Based on the confirmation / declaration as
and / or Stakeholders Relationship Committee) above from the Independent Directors, your Board has
across all public companies (listed or unlisted) in formed an opinion that the Independent Directors of
which they are Directors. your Company fulfil the conditions specified in the Act
and the Listing Regulations and are independent of the
All the Independent Directors have confirmed that
Management of the Company.
they meet the criteria of independence as stated under
Regulations 16(1)(b) read with Regulation 25(8) of the • Key Board skills, expertise and competencies
Listing Regulations and Section 149(6) of the Act. None The Board comprises of competent members who
of the Independent Director of the Company serve as bring in proficiency, skills and competencies in the
an Independent Director in more than 3 (three) listed business in which Company operates. The Board has
Strategic Review
companies. Further, there is an Independent Director on identified the following skill set with reference to its
the Board of your Company, who is Managing Director business and retail sector and which are required for
with another listed Company. The maximum tenure and available with the Board. Also, individual director
of the Independent Directors is in compliance with possessing such skills/expertise/competence is
the provisions of the Act and the Listing Regulations. appended hereunder.
Responsible Business
Expertise
Finance & Accounting - √ √ √ √ - √ √ - -
Marketing - digital, Consumer & E
√ - - √ √ √ - √ √ √
commerce
Retail & GTM √ √ √ √ - - √ √ √ √
Corporate and strategic planning √ √ √ √ √ √ √ √ √ √
Entrepreneurship √ √ √ √ √ - √ √ √ √
Brand building √ √ √ √ - √ √ √ - √
Skills
Specialist knowledge to assist
with the ongoing aspects of the
business.
Statutory Reports
Outstanding in capability with
extensive and varied senior √
commercial experience with
strategic capability and track record
of achievement.
Entrepreneurial spirit.
Competence
Ability to be independent and
capable of lateral thinking.
Excellent interpersonal,
communication and √
representational skills and
established/ demonstrable
Financial Statements
leadership qualities.
Notes:
1. The other Directorships and Chairmanships/Memberships of committees held in Foreign Companies, Private Limited
Companies and Companies incorporated u/s 8 of the Act (u/s 25 of erstwhile Companies Act, 1956) are excluded.
2. As per the Listing Regulations, the Chairmanship and Membership of Audit Committee and Stakeholders Relationship
Committee alone are considered.
3. Off the number of equity shares held by Mr. B. S. Nagesh, 18,642 shares are held by him jointly with his relative, as
a second holder.
4. Mr. Ravi C. Raheja and Mr. Neel C. Raheja are related to each other as brothers and both are also promoters of the
Company. Apart from these two directors, none of Director of the Company are inter-related to each other.
5. Prof. Nitin Sanghavi, retired/ceased to be the Independent Director of the Company from July, 31, 2020.
6. Mr. Rajiv Suri ceased to be the Managing Director & CEO of the Company from August 25, 2020.
7. Mr. Venugopal Nair was appointed as the Managing Director & Chief Executive Officer of the Company from
November 06, 2020.
8. Mr. William Kim was appointed an Additional/ Independent Director of the Company from June 15, 2020.
9. All equity shares are held jointly with their relative, as a second holder.
Mr. Neel C. Raheja retires by rotation at the ensuing 24th Annual General Meeting of the Company (“AGM”) and being eligible
has offered himself for re-appointment. Details thereof form part of the Notice convening the said AGM.
The profiles of the Directors of your Company are available on the Company’s corporate website at https://corporate.
shoppersstop.com/corporate/board-of-directors-new.aspx
Further, your Company in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) read with MCA Circulars and SEBI Circular, has
conducted all the Board and Committee meetings through video conferencing/ audio video conferencing mode (VC/OAVM).
82 / 83
Other directorship details of the Board Members
Corporate Review
There are 6 (six) Board members, who are also on the Board of other companies, whose equity shares are listed on Stock
Exchanges in India. The details thereof as on March 31, 2021 are, as under:
Strategic Review
Mr. Neel C. Raheja Chalet Hotels Limited Promoter & Non-Executive Director
K Raheja Corp Investment Managers LLP Designated Partner on governing Board of
K Raheja Corp Investment Managers LLP, Manager of
Mindspace Business Parks REIT, which got listed on
August 7, 2020.
Mr. Manish Chokhani Zee Entertainment Enterprises Limited Independent & Non-Executive Director
Westlife Development Limited Independent & Non- Executive Director
Laxmi Organic Industries Limited Independent & Non- Executive Director
Ms. Ameera Shah Kaya Limited Independent & Non-Executive Director
Torrent Pharmaceuticals Limited Independent & Non-Executive Director
Metropolis Healthcare Limited Managing Director
Mr. Deepak Ghaisas K Raheja Corp Investment Managers LLP Chairperson on governing Board of K Raheja Corp Investment
Managers LLP, Manager of Mindspace Business Parks REIT,
which got listed on August 7, 2020.
Responsible Business
Citicorp Finance (India) Ltd (NCD listed) Independent & Non-Executive Director
Statutory Reports
permitted by law. Such circular resolution(s) are noted
the Board to effectively and reasonably perform its
at the subsequent Board meeting. The Managing
duties. All the Independent Directors were present at
Director and CEO apprise the Board, at its meeting
the said meeting.
about the overall performance of the Company with
presentations on business operations on a regular • Familiarisation programme
basis. The members of Senior Management are Your Company has designed a familiarisation
invited at the Board meetings to provide necessary programme for its Independent Directors which also
insights into the performance of the Company extends to other Non-Executive Directors of the
and for discussing corporate strategies with Company. The said programme is imparted at the time
the Board members. of appointment on the Board, vide periodic Board and
Committee meets and as and when required, from time
In order to support go green initiatives and
to time. It aims to provide insights into the Company
sustainability, reduce the paper consumption and
Financial Statements
* Prof. Nitin Sanghavi retired/ceased to be an Independent Director w.e.f. July 31, 2020.
**Mr. Manish Chokhani, Independent Director, resigned as the member of the Committee w.e.f. August 13, 2020.
***Mr. William Kim, Independent Director was appointed as the member of the Committee w.e.f. August 13, 2020.
84 / 85
The Managing Director & Chief Executive Officer and Parties and granting of omnibus approvals based
Corporate Review
Chief Financial Officer are the permanent invitees to on the criteria / mechanism thereof approved
ARMC Meetings. The Company Secretary acts as by the Board, for related party transactions
Secretary to the Committee. ARMC invites such other of repetitive nature as well as for unforeseen
official(s) / executive(s), as it may considers appropriate transactions, in accordance with the Act and the
to be present at the meeting(s). The representatives of Listing Regulations;
the Internal Auditors and Statutory Auditors are also
9.
Scrutiny of inter-corporate loans
present at ARMC Meetings. The Chairman of ARMC
and investments;
was present at 23rd Annual General Meeting of the
Company held on August 13, 2020. 10.
Valuation of undertakings or assets of the
Company, wherever it is necessary;
Role / terms of reference of ARMC, inter-alia, articulates
its role, responsibility and powers as follows: 11. Evaluation of internal financial controls and risk
Strategic Review
management systems;
1. Oversight of the Company’s financial reporting
process and the disclosure of its financial 12. Reviewing with the management, performance
information to ensure that the financial of statutory and internal auditors, adequacy of
statement is correct, sufficient and credible; the internal control systems;
2.
Recommendation for appointment, 13.
Reviewing the adequacy of internal audit
remuneration and terms of appointment of function, including the structure of the internal
auditors of the Company; audit department, staffing and seniority
of the official heading the department,
3. Approval of payment to statutory auditors for
reporting structure coverage and frequency of
any other services rendered by them;
internal audit;
4.
Reviewing, with the management, the annual
14.
Discussion with internal auditors of any
Responsible Business
financial statements and auditor’s report thereon
significant findings and follow up there on;
before submission to the board for approval,
with particular reference to: 15.
Reviewing the findings of any internal
investigations by the internal auditors into
• matters required to be included in the director’s
matters where there is suspected fraud or
responsibility statement to be included in the
irregularity or a failure of internal control
board’s report in terms of clause (c) of sub-
systems of a material nature and reporting the
section (3) of Section 134 of the Act;
matter to the board;
• changes, if any, in accounting policies and
16.
Discussion with statutory auditors before the
practices and reasons for the same;
audit commences, about the nature and scope
• major accounting entries involving of audit as well as post-audit discussion to
estimates based on the exercise of ascertain any area of concern;
Statutory Reports
judgment by management;
17. To review the payment of creditors and dividend
• significant adjustments made in the financial to shareholders and ensure that commitments
statements arising out of audit findings; are adhered to;
• compliance with listing and other legal 18.
To review the functioning of the whistle
requirements relating to financial statements; blower mechanism;
• disclosure of any related party transactions; 19.
Approval of appointment of Chief Financial
Officer after assessing the qualifications,
• modified opinion(s) in the draft audit report;
experience and background, etc. of the candidate;
5. Reviewing, with the management, the quarterly
20.
Reviewing the utilisation of loans and/ or
financial statements before submission to the
advances from/investment by the Company
Financial Statements
• a framework for identification of internal 26. To keep the board of directors informed about
and external risks specifically faced by the nature and content of its discussions,
the listed entity, in particular including recommendations and actions to be taken;
financial, operational, sectoral, sustainability
27.
The appointment, removal and terms of
(particularly, ESG related risks), information,
remuneration of the Chief Risk Officer (if
cyber security risks or any other risk as may
any) shall be subject to review by the Risk
be determined by the Committee;
Management Committee.
• measures for risk mitigation including
2. Nomination, Remuneration & Corporate Governance
systems and processes for internal control of
Committee (NRCGC)
identified risks;
The composition and role of NRCGC are in line with
• business continuity plan; the Regulation 19 read with Part D of Schedule II of the
Listing Regulations, Section 178 of the Act and Rules
23.
To ensure that appropriate methodology,
framed thereunder. NRCGC comprise of 4 (four) Non-
processes and systems are in place to monitor
Executive Directors with 3 (three) being Independent
and evaluate risks associated with the business
Directors. NRCGC met 6 (six) times, via audio video
of the Company;
conferencing meeting, during the year under review
24. To monitor and oversee implementation of the i.e. on June 15, 2020, July 10, 2020, August 13, 2020,
risk management policy, including evaluating the October 16, 2020, October 30, 2020, and January 15,
adequacy of risk management systems; 2021. The Composition of NRCGC with the details of
the meetings held and attended by the members,
25. To periodically review w.e.f. May 21, 2021, the risk
are as follows:
management policy, at least once in two years,
86 / 87
4. Devising a policy on diversity of board of directors; 9. To undertake specific duties as may be prescribed
Corporate Review
by the Act, the Listings Regulations other
5. Identifying persons who are qualified to become
applicable laws and or as may be prescribed
directors and who may be appointed in senior
by the Board of Directors of the Company,
management in accordance with the criteria
from time to time.
laid down, and recommend to the board of
directors their appointment and removal and NRCGC acts as the Compensation Committee for the
shall specify the manner for effective evaluation purpose of administration and superintendence of
of performance of Board, its committees and Shoppers Stop Employee Stock Option Scheme – 2008
individual directors to be carried out either by and Shoppers Stop Employee Stock Option Scheme -
the Board, by the Nomination and Remuneration 2020, both implemented in accordance with the SEBI
Committee or by an independent external agency (Share Based Employee Benefits) Regulations, 2014.
and review its implementation and compliance;
3. Stakeholders’ Grievance Committee / Stakeholders
Strategic Review
6. To determine and recommend to the board of Relationship Committee (SRC)
directors extension or continuation of the term In line with the Regulation 20 read with Part D of
of appointment of the independent director, on Schedule II of the Listing Regulations and Section
the basis of the report of performance evaluation 178 of the Act, your Company has constituted SRC.
of independent directors; The Company Secretary & Compliance Officer of the
Company acts as the secretary to SRC.
7.
Recommend to the board of directors, all
remuneration, in whatever form, payable to the SRC comprises of 4 (four) Non-Executive Directors with
Directors and Senior Management; 1 (one) being an Independent Director. SRC met once
via audio video conferencing meeting, during the year
8.
Grant of Employee Stock Options to eligible
under review i.e. on January 15, 2021. The Composition
employees and allotment of equity shares on
of SRC along with the details of the meeting held and
account of exercise of vested ESOPs and to
Responsible Business
attended by the members, are as follows:
attend incidental and ancillary matter thereto
from time to time;
The Chairman of SRC was present at 23rd Annual quantum of unclaimed dividends and ensuring
General Meeting of the Company held on August 13, timely receipt of dividend warrants/annual
2020. There was no change in the composition of SRC, reports/statutory notices by the shareholders
Statutory Reports
during the year under review. of the Company;
Pursuant to Regulation 40 of the Listing Regulations, 4. Corporate Social Responsibility Committee (CSRC)
your Company obtained half-yearly compliance In accordance with the provisions of Section 135 of
certificate, from a Company Secretary in Practice the Act, and rules framed thereunder, the Board has
confirming issue of certificates for transfer, constituted CSRC.
sub-division, consolidation etc., if any, within
CSRC comprises of 3 (three) Non-Executive Directors
prescribed time limit and submit a copy thereof to
out of which 2(two) are Independent Directors. During
the Stock Exchanges. No request for transfer and
the year under review CSRC met 1 (one) time via
dematerialisation were received and pending for
audio video conferencing, i.e. on October 16, 2020.
approval as on March 31, 2021. Further, the compliance
The Composition of CSRC along with the details of
certificate under Regulation 7 of the Listing Regulations
the meetings held and attended by the members,
confirming that all activities in relation to both physical
are as follows:
** Mr. Manish Chokhani, Independent director of the Company, was appointed as the member of the CSRC w.e.f August 13, 2020.
– Projects for / initiatives towards CSR contributions; – Remuneration to the Directors, Key
Managerial Personnel and employees in
– Governance and responsibility: Management, CSR
Senior Management;
Committee and at Board level; and
– Board Diversity; and
– Mechanisms over CSR budget and expenditure.
– Formulation of criteria for evaluation of
D. Remuneration of Directors
individual Directors, Chairperson of the
Policy on Nomination, Remuneration, Board
•
Board, the Board as a whole, the Committees
Diversity, Evaluation and Succession
of the Board and the employees in
In terms of applicable provisions of the Act and Senior Management.
the Listing Regulations, the Board of Directors of
Criteria for making payment of Commission to
•
your Company has framed and adopted a policy
Non-Executive Directors
on appointment and remuneration of Directors,
Key Managerial Personnel (KMP) and Senior NRCGC and the Board had decided that the criteria
Management Personnel (SMP) of the Company, for payment of commission to Non-Executive
which, inter-alia, includes Board Diversity, Directors would be on the basis of collective
process of performance evaluation of Directors, performance of both self and the Company
KMPs, and SMPs of the Company, criteria for and not only on individual performance basis.
88 / 89
However, the Chairman of ARMC & Chairman of Annual General Meeting, scheduled to be held
Corporate Review
NRCGC would be paid an additional amount as on July 29, 2021.
commission, for the year under review.
2. A sitting fees of `1 lac is paid to the Directors for
NRCGC opined and Board has approved that attending each meeting of the Board, `0.50 lac
those Independent Directors, who possess for attending each meeting of the Audit & Risk
the requisite qualification and impart training Management Committee and the Nomination,
/ advisory services to the senior management Remuneration & Corporate Governance
of the Company, would be compensated with Committee and `0.25 lac for attending each
professional fees, the services rendered by them meeting of the Corporate Social Responsibility
being of a professional nature. Non-Executive Committee. There is no sitting fees payable
Directors are not entitled to any stock options for attending the meeting(s) of Stakeholders
of the Company. Relationship Committee. The sitting fees paid
Strategic Review
to the Non-Executive Directors is excluded
The NRCGC opined and the Board has proposed
whilst calculating the limits of remuneration in
for approval by Members at the 24th Annual
accordance with Section 197 of the Act.
General Meeting of the Company to be held
on July 29, 2021, the payment of remuneration 3. As per the Management decision no directors
to the Non-Executive Directors of a sum not were paid any sitting fees during the period
exceeding 1% of the net profits of the Company October 16, 2020 till January 14, 2021.
for each year for the three years commencing
• Pecuniary relationship with the Non-Executive
from Financial Year 2020-21; and further that in
Directors
case in any year where there are in-adequate
There is no pecuniary or business relationship between
profits or no profits, remuneration may be paid
the Non-Executive/Independent Directors and the
within the ceiling as specified in Schedule V - Part
Company, except for the sitting fees for attending
II – Section II A of the Act, including any statutory
Responsible Business
meetings of the Board / Committees thereof and
amendments, modifications or re-enactments
commission payable to them.
thereof, as may be made thereto and for the time
being in force. Such payment will be in addition to • Remuneration and ESOPs to the Managing Director
the sitting fees for attending Board/Committee & CEO of the Company
meetings, other permissible reimbursements (Amount in ` crores)
and services rendered of a professional nature as Mr. Rajiv Mr. Venugopal
Particulars
provided under Section 197(4) of the Act. Suri* Nair**
Salary 1.71 1.17
• Remuneration to Non-Executive Directors (NEDs) Perquisites 0.03 0.10
Remuneration payable to NEDs, as under, for the
Share Based Payment - 0.06
year under review, is subject to the approval of the Total 1.74 1.33
Shareholders at the ensuing annual general meeting. Number of stock options - 41,436
Statutory Reports
(Amount in ` crores) granted***
Name of Non- Sitting * Mr. Rajiv Suri, resigned/ceased to be the Managing Director
Commission1 Total
Executive Directors Fees2 & CEO with effect from August 25, 2020. The Remuneration
Mr. Ravi C. Raheja 0.030 0.065 0.095 provided is from beginning of the year i.e. April 01, 2020 till
date of resignation i.e. August 25, 2020. The ESOP’s granted
Mr. Neel C. Raheja 0.030 0.070 0.100 to Mr. Rajiv Suri, which have not yet vested or which had
Prof. Nitin Sanghavi - 0.035 0.035 vested and not yet exercised, have lapsed.
Mr. Deepak Ghaisas 0.060 0.065 0.125
**Mr. Venugopal Nair was appointed as Managing Director &
Mr. Nirvik Singh 0.060 0.070 0.130
CEO w.e.f. November 06, 2020. The Remuneration provided
Mr. Manish Chokhani 0.030 0.060 0.090 is from date of joining till end of the financial year i.e. March
Ms. Ameera Shah 0.030 0.080 0.110 31, 2021 and is subject to approval of shareholders at the
ensuring annual general meeting.
Mr. Robert Bready 0.030 0.030 0.060
Mr. B. S. Nagesh 0.030 0.050 0.080 ***ESOP includes ESOP granted under the Employee Stock
Financial Statements
Mr. William Kim 0.030 0.030 0.060 Option Scheme 2008 – XXI on January 15, 2021 at `181 per
stock option, and subject to the terms of the Scheme, 20,718
Total 0.330 0.555 0.885 ESOPs shall be time based and vest on January 15, 2022 and
the balance 20,718 ESOPs shall vest based on achievement
Notes: of agreed KPI’s, equally on January 15, 2022 and June 15,
2022. The same may be exercised within 2 years from the
1.
The Commission to Non-Executive Directors date of vesting.
will be paid after the financial statements are
approved by the Members at the ensuing 24th
• Service Contract, Severance Fees and Notice Period: – For evaluation of Committees of the Board:
Mr. Rajiv Suri was appointed as a Managing Director & Evaluation of functioning of the Committees
CEO of the Company for a period of 3 years w.e.f. June based on its composition, adherence to
8, 2018, by the Board and Members of the Company at its terms of reference, participation at the
their meetings held on June 8, 2018 and July 27, 2018, meetings, independence of the Committee, its
respectively. Pursuant to his resignation, he ceased recommendations to the Board and Committee
to be the Managing Director & CEO with effect from meetings and procedures.
August 25, 2020. Mr. Venugopal Nair was appointed
– For evaluation of individual director including
as a Managing Director & CEO of the Company for
independent directors: Based on their understating
a period of 3 years w.e.f. November 6, 2020, by the
and knowledge of the Company, commitment to
Board of the Company.
Board and concerned committee(s), adherence
The Ministry of Corporate Affairs, Government of to code of conduct, possession of sufficient
India, has duly approved their appointment under skills, expertise etc., demonstration of level of
clause (e) Part I of Schedule V of the Act. There is no integrity etc. and additionally, for independent
separate provision for payment of any severance fees directors, fulfilment of the independence criteria as
to the Managing Director. There is a notice period of 3 specified in the Act and the SEBI Regulations, their
(three) months and 6 (six) months from either side for independence from the Management, adherence to
Mr. Rajiv Suri and Mr. Venugopal Nair respectively. code of conduct for them etc.
90 / 91
Corporate Review
E. General Body Meetings & Postal Ballot
– Details of the past three Annual General Meetings, are as under:
Strategic Review
2017-2018 July 27, 2018 at 3:30 Appointment of Mr. Rajiv Suri as the
p.m. Managing Director & CEO of the Company.
– Details of special resolutions passed by postal ballot during the year under review:
During the year under review, the Company has conducted Postal Ballot process (including e-voting), for obtaining the
approval of members of the Company for below mentioned Special Resolution, prescribed under Section 108 and 110
of the Act, read with the Companies (Management and Administration) Rules, 2014, as amended from time to time,
and other applicable provisions, if any of the Act, as per details below:
Responsible Business
The Company had appointed Mr. Kaushal Dalal of Kaushal Dalal & Associates, Practicing Company Secretaries, as
Scrutiniser for conducting the Postal Ballot / e-voting process in a fair and transparent manner. All postal ballot forms
received upto December 3, 2020 and e-votes received upto 5.00 p.m. on the said date were considered for scrutiny.
Envelopes/e-votes received after this date were not considered for scrutiny. The results of the Postal Ballot were
announced on December 4, 2020 declaring that the special resolution set out in the Postal Ballot Notice was duly
passed by the Members of the Company, with requisite majority. The details of the results are as under
No. of
Item No. of Votes in % of Votes % of Votes No. of invalid
Brief particulars of business transacted Votes
no. favour in favour against votes
against
1. Special Resolution - Approval of ‘Shoppers 6,96,99,932 99.87 89,544 0.13 12,58,607
Stop Limited Employee Stock Option Plan
2020’.
Statutory Reports
Further, none of the business proposed to be transacted at the ensuing Annual General Meeting requires passing of
special resolution through Postal Ballot.
F. Means of Communication 30, 2020, the Company decided not to publish the
• The quarterly and annual financial results for the extract of the Financial Results in the newspapers for
Company and consolidated financial results for the the Quarter ended June 30, 2020.
subsidiaries are published in newspapers within 48
At the end of each quarter, the Company arranges
hours of the Board Meeting, generally in Free Press
a conference call with the analysts in order to clarify
Journal and Navshakti and the same are also posted
their doubts and queries as regards quarterly financial
on the Company’s website immediately.
performance. The transcript thereof is posted on
However, in adherence to the relaxation granted the Company’s website. Presentations made to
Financial Statements
by the Securities and Exchange Board of India institutional investors/analysts are also displayed on
(SEBI) vide its Circular No. SEBI/HO/CFD/CMD1/ the Company’s website.
CIR/P/2020/79 dated May 12, 2020 regarding
• The Quarterly and annual financial Results,
exemption from publication of advertisements in
Shareholding Pattern and all other corporate
newspapers as required under Regulation 47 of the
communication to the Stock Exchanges are filed
Listing Regulations, for all events scheduled till June
through NSE Electronic Application Processing (IEPF). Further, the Rules also stipulate transfer of
System (NEAPS) and BSE Listing Centre, for shares in respect whereof the dividend has not been
dissemination on their respective websites. The paid or claimed for a period of seven consecutive years
same is also published on the Company’s website. or more to the demat account of the IEPF Authority.
The Company interacts on a regular basis with
Accordingly, during FY 2021, your Company, has
stakeholders through announcements, investor
transferred unpaid & unclaimed dividend declared
meetings, investor calls, annual report, results,
for the Financial Year 2012-13 to IEPF. The details
press releases, media interactions, interviews and
of future transfer to IEPF Authority of unclaimed /
the Company’s website. Operational updates are
unpaid dividends and the corresponding shares, is
also posted on social media, such as LinkedIn and
available on the Company’s corporate website at
Facebook from time to time.
ht tps://corporate.shoppersstop.com/Investors/
• In line with the “Green Initiative” undertaken by UnclaimedDividendN.aspx
the Ministry of Corporate Affairs, the Company
• Transfer of shares to IEPF
will be sending this year’s Annual Report (including
Pursuant to the provisions of the Act, read with the
subsequent notices and communications, as
Rules, the Company is required to transfer equity
permissible) to the shareholders who have
shares in respect of which dividends have not be
registered their email address with the Company/
claimed for a period of seven consecutive years to
Depository. The Annual Reports of the Company are
IEPF. Accordingly, your Company transferred 12 Equity
also available in the Investor Relations section of the
shares to the demat account of IEPF Authority, during
Company’s website.
FY 2021. The details of these shares are available on
G. General Shareholders Information the corporate website under “Investors Section”
at https://corporate.shoppersstop.com/Investors/
Annual General Thursday, July 29, 2021
UnclaimedDividendN.aspx.
Meeting : at 4.00 p.m. through
Video Conferencing/ Members may note that both unclaimed dividend and
Other Audio- corresponding shares transferred to IEPF including all
Visual Means facility benefits accruing thereon, if any, can be claimed back
from IEPF in accordance with the procedure prescribed
Date of Book Closure : Saturday, July 24, 2021 to
in the Rules. No claim shall lie in respect thereof
Thursday, July 29, 2021
with the Company.
(both days inclusive)
• Demat suspense account for unclaimed shares
Financial Calendar : April 1, 2020
There are 2 shareholders, holding 100 equity shares
to March 31, 2021
of `5 each (post sub-division) allotted in Initial Public
Listing on the Stock Exchanges: Offering of 2005, lying in the escrow account due to
BSE Limited, National Stock Exchange of non-availability of their correct particulars. Despite
Phiroze Jeejeebhoy Towers, India Limited various reminders to them by KFin Technologies
Dalal Street, Exchange Plaza, Bandra-Kurla Private Limited, Registrar and Share Transfer Agent
Mumbai - 400 001 Complex, Bandra (East), of the Company, no response has been received. As
Stock Code : 532638 Mumbai - 400 051.
a result, the said unclaimed shares continue to be
Symbol : SHOPERSTOP
credited to ‘Shoppers Stop Ltd - Unclaimed Shares
The requisite Listing Fees for the Financial Year 2021- Demat Suspense Account’. Such shareholders may
22 has been paid to both the above Stock Exchanges approach the Company with their correct particulars
where the equity shares of the Company are listed. and proof of their identity for crediting requisite
shares from the Company’s Demat Suspense Account
•
Transfer of Unclaimed Dividend to Investor
to their individual Demat Account. During the year
Education and Protection Fund (IEPF)
under review no such shareholders have approached
Section 124 of the Act, read with the Investor Education
the Company and consequently, no equity shares
and Protection Fund Authority (Accounting, Audit,
were transferred from the Suspense account to any
Transfer and Refund) Rules, 2016 (“the Rules”) stipulates
of the shareholders account. The voting rights on
transfer of dividend that has remained unclaimed for
these shares continue to remain frozen till the rightful
a period of seven years, from the unpaid dividend
shareholder claims such shares.
account to the Investor Education and Protection Fund
92 / 93
• Stock Market Data for the period – April 1, 2020 to March 31, 2021
Corporate Review
Share price performance in comparison on BSE Limited:
Strategic Review
January 221.00 193.05 50,184.01 46,160.46 5,79,971
February 224.70 196.95 52,516.76 46,433.65 3,70,461
March 269.60 200.40 51,821.84 48,236.35 11,97,841
Responsible Business
43,500.00
42,000.00
Amount `
Sensex
200.00 40,500.00
39,000.00
37,500.00
36,000.00
175.00
34,500.00
33,000.00
31,500.00
150.00 30,000.00
Jan
Feb
Mar
April
May
June
July
Aug
Sept
Oct
Nov
Dec
Statutory Reports
Share price performance in comparison on National Stock Exchange of India Limited (NSE):
Month NSE Nifty No. of Shares
(Financial Year 2020-21) High (`) Low (`) High Low transacted
April 210.55 182.00 9,889.05 8,055.80 5,44,302
May 190.00 131.00 9,598.85 8,806.75 29,17,644
June 226.60 146.00 10,553.15 9,544.35 1,01,36,694
July 179.00 148.00 11,341.40 10,299.60 29,34,208
August 199.00 153.50 11,794.25 10,882.25 1,04,85,539
September 185.90 156.15 11,618.10 10,790.20 28,04,192
October 197.80 168.00 12,025.45 11,347.05 43,56,948
Financial Statements
Nifty
11,500.00
195.00 11,000.00
10,500.00
180.00 10,000.00
9,500.00
165.00 9,000.00
8,500.00
150.00 8,000.00
Jan
Feb
Mar
April
May
June
July
Aug
Sept
Oct
Nov
- Dec
Shoppers Stop Nifty
• Shareholding Pattern:
Distribution of Shareholding as on March 31, 2021 and March 31, 2020:
The categories of shareholdings as on March 31, 2021 and March 31, 2020:
94 / 95
Corporate Review
Shareholding Pattern as on March 31, 2021
Promoters
Mutual Funds
■ Bodies Corporate
Strategic Review
■ Indian Financial Institution, Bank & NBFC
■ IEPF
Responsible Business
to the equity shares of `5 each of the Company is
Credit Ratings: During the year under review, the
INE498B01024. Equity Shares in physical form are
following credit ratings were assigned to the Company:
processed by the RTA viz. KFin Technologies Private
Limited (Erstwhile Karvy Fintech Private Limited) 1. India Ratings & Research Private Limited:
and approved by the Stakeholders Relationship The rating was affirmed as
Committee. During the year under review, the
• IND A1+ for Commercial Paper of `25 crores.
Company has not received any physical share transfer
request. The requests received by the Company/RTA • IND A1+ for Short -Term Debt /Commercial
for dematerialisation/rematerialisation are disposed- Paper of `25 crores.
off expeditiously.
2. CARE Ratings Limited:
D
ematerialisation of Shares & Liquidity: Equity The credit rating was changed as follows on
shares of the Company are compulsorily traded in September 11, 2020:
Statutory Reports
demat form for all Investors. As on March 31, 2021,
• CARE AA-; Stable (Double A Minus; Outlook: Stable)
entire share capital of the Company except 222 equity
for the long-term bank facilities amounting to `369
shares are being held in the dematerialised mode. The
crores was changed to CARE A+; Negative (Single A
shares of the Company are regularly traded at both the
Plus; Outlook: Negative).
Stock Exchanges where they are listed, which ensures
the necessary liquidity to shareholders. • CARE A1+ (A One Plus) for the short-term bank
facilities amounting to ` 38 crores was changed to
Outstanding GDRs/ADRs/Warrants: The Company
CARE A1; (A One).
has not issued any ADR or GDR or warrants or any
convertible instruments which has likely impact on • CARE AA-; Stable (Double A Minus; Outlook: Stable)
equity share capital. for Non-Convertible Debenture issue amounting
to `100 crores was changed to CARE A+; Negative
Commodity price risk or foreign exchange risk
Financial Statements
96 / 97
14. LEPL Icon Mall, Vijayawada - 520 008. 14. Rohini, Sector - 10, Adjacent to Rithala Metro Station,
Corporate Review
Rohini, New Delhi -110 085.
15. OMR, Gopalan Signature Towers, Opp. RMZ Infinity,
Old Madras Road, Bengaluru - 560 096. 15.
R-Cube, Monad, Shivaji Place, Rajouri Garden, New
Delhi – 110027.
16.
Mall of Mysore, Indira Nagar Extension, Nazarabad
Mohalla, M.G. Road, Mysore - 570 010. 16.
BPK Star Building, Opp. Lig Gurudwara, A.B. Road,
Indore - 452 001.
17.
HomeStop, Inorbit Mall, Hitech City, Cyberabad,
Hyderabad - 500 081. 17. HomeStop, 2nd Floor, Fun Republic Mall, Gomti Nagar,
Lucknow - 226 010.
18.
Inorbit Mall – Whitefield, EPIP Area, Whitefield,
Bengaluru - 560 066. 18. MBD Neopolis Mall, Civil Lines, BMC Chowk, GT Road,
Jalandar - 144 001.
19. E-City Mall, Avinash Road, Coimbatore - 641 004.
19.
World Trade Park, South Block, Malviya Nagar,
20.
Sarath City Capital Mall, Gachibowli - Miyapur Rd,
Strategic Review
Jaipur - 302 017.
Whitefields, Hyderabad - 500 084.
20.
Elante Mall, Industrial Area Phase - 1,
21. Orion Mall, Rajajinagar Extension, Malleswaram West,
Chandigarh - 160 002.
Bangalore 560 055.
21. OMaxe SRK Mall, Nagala Padi, Agra - 280 002.
22.
HomeStop, Phoneix Market City, Velachery,
Chennai - 600 042. 22.
Tapasya One, Golf Course Road, Sector 53,
Gurugram -122 003
23.
Palladium Mall, Phoneix Market City, Velachery,
Chennai, 600 042. 23.
HomeStop, Elante Mall, Industrial Area Phase - 1,
Chandigarh - 160 002.
24.
Royal Meenakshi Mall, Opp. Meenakshi Temple,
Bannerghatta Road, Bengaluru - 560 076. 24. Gaur Central Mall, Rajnagar, Ghaziabad - 201 002.
25.
SRK Destiny, VIP Road, near CBM Compound, 25.
Pavillion Mall, Old Sessions Court Road,
Responsible Business
Visakhapatnam - 530 016. Ludhiana - 141 001.
26. Soul Space Arena, Outer Ring Road, K R Puram Hubli, 26.
Shopprix Mall, Sports Good Complex, Major
Bengaluru - 560 037. Dhyanchand Nagar, Hapur By-pass, Meerut - 250 001.
Northern Region 27. IP Sigra Mall, Shastri Nagar, Sigra, Varanasi- 221 002.
1. The Metropolitan Mall, Mehrauli-Gurgaon Road,
28. Man-Upasna Plaza, C-44, Sardar Patel Marg, C-Scheme,
Gurgaon, Haryana - 122 002.
Jaipur - 302 001.
2.
Shipra Mall, Shipra Suncity, 9 Vaibhav Khand,
29.
Unity One Jankpuri, Next to Janakpuri West Metro
Indirapuram, Ghaziabad -201 012.
Station, New Delhi - 110 058.
3. HomeStop, Plot No. A/3, Select City Walk, District
30.
Logix City Centre Mall, Noida City Centre Metro
Centre, Saket, New Delhi - 110 017.
Station, Noida, – 201 301.
4.
E-City Mall, Opp. Paryatan Bhavan, Gomti Nagar,
Statutory Reports
31.
Terminal 1D, Indira Gandhi International Airport,
Lucknow - 226 010.
New Delhi 110 037.
5. Crown Mall, Chinhat, Faizabad Road, Lucknow - 226 028
Eastern Region
6.
The Great India Palace, New Okhla Industrial 1. 10/3, Lala Lajpat Rai Sarani (Elgin Road),
Development Area, Noida – 201 301. Kolkata - 700 020.
7. Omaxe Connaught Place, Sector Beta II, Great Noida, 2. City Centre, DC - 1, Sector-1, Salt Lake, Kolkata - 700 064.
Gautam Budh Nagar, Noida.
3.
South City Mall, 375, Prince Anwar Shah Road,
8. Gaur City Mall, C-01B/GH-01 sector-04 Greater Noida Kolkata - 700 068.
West, Greater Noida - 201301
4.
164/1 Mani Square Mall, Maniktala Main Road,
9. Metropolitan Mall, Press Enclave Road, District Centre Kolkata-700 054.
Saket, Sector II, New Delhi - 110 017.
5.
Junction Mall, Mouza - Faridpur, City Centre,
Financial Statements
10. Alpha One Mall, MBM Farms, Sultan Wind, Main G. T. Durgapur - 713 216.
Road, Amritsar - 143 010.
6.
City Centre, Siliguri Uttorayon Township, NH-31,
11. Ambience Mall, Nelson Mandela Road, Vasant Kunj, Matigara, Siliguri - 734 010.
New Delhi - 110 070.
7. Vidhan Sabha Road, Mowa, Raipur - 492 005.
12. DB City Mall, Arera Hills, Bhopal - 462 011.
13. Spaze I, Tech Park, Gurgaon, Spaze Mall, Sohna Road, 8. City Center 2, Rajarhat, New Town, Major Arterial
Gurgaon - 122 002. Road, Action Area IID, Kolkata - 700 156.
9. Acropolis Mall, Plot No. 1858, Rajdanga Main Road, • Website
Near Siemens Corporate Office, Kolkata - 700 107. All the information and disclosures required to be
disseminated pursuant to the Listing Regulations and
10. Nucleus Mall, Circular Road, Opp East Jail Road, Ranchi,
the Act are being posted at Company’s corporate
Jharkhand – 834 001.
website at www.shoppersstop.com.
11.
Utkal Kanika Galleria, Opp. State Museum, Gautam
• Disclosure of commodity price risks and commodity
Nagar, Bhubaneshwar - 751 014.
hedging activities
12.
City Center Mall, Near Apollo Hospital, GS road, The Company does not deal in commodities and
Guwahati - 781 005. hence disclosure with regard to commodity price risks
and commodity hedging activities was not applicable
H.
Other Disclosures / Compliances /
to the Company, for the year under review.
Certifications Disclosure from Senior
Management • Proceeds from preferential allotment or qualified
• Related Party Transactions, Conflict of Interest & institutions placement
Material Subsidiaries The Company has not raised any amount from
The Company has formulated a Related Party preferential allotment or qualified institutional
Transaction Policy including therein the materiality of placement, etc., during the year under review.
related party transaction and determination of material
• Code of Conduct
subsidiaries, which is available on the corporate website
The Company is committed to compliance with all
of the Company at https://corporate.shoppersstop.
laws and regulations that apply to it, with the spirit and
com/Investors/Policies.aspx
intent of high business ethics, honesty and integrity.
During the year under review, all related party
In compliance with the provisions of the SEBI
transactions were on arm’s length basis and in the
(Prohibition of Insider Trading) Regulations, 2015, as
ordinary course of business. These Related Party
amended, from time to time (“the SEBI Regulations”),
Transactions have been approved by the Audit
the Board has formulated its own code termed as
Committee and noted by the Board of Directors.
‘Shoppers Stop Limited’s Insider Trading Code’ and
There were no materially significant related party
‘Code of Fair Disclosure of Unpublished Price Sensitive
transactions that may have potential conflict with the
Information (UPSI)’, for Regulating, Monitoring and
interests of the Company at large.
Reporting Trading by Designated Persons. Further in
The Company has received a confirmation from all accordance with the SEBI Regulations, your Company
the senior management personnel of the Company has licensed a software with requisite audit trail and
disclosing that they do not have any material, financial time stamping to ensure non- tampering with it, which
and commercial transactions to disclose and there is is used for multipurpose viz: repository of database
no potential conflict with the interest of the Company of Designated Persons, database of UPSI recipient,
at large, for the year under review. tracking of trading and compliance thereof by DPs and
their immediate relatives etc.
• Details of non-compliance on matters relating to
Capital Market The Company has adopted the Code of Conduct and
Equity shares of the Company are listed and traded Ethics for its Independent Directors. All Independent
on BSE Limited and National Stock Exchange of Directors have confirmed compliance to the said Code.
India Limited w.e.f. May 23, 2005. The Company has
The Company has adopted the Code of Conduct for
complied with the Rules, Regulations and Guidelines
its Board members and senior management personnel
prescribed by Securities and Exchange Board of
of the Company. This Code is posted on the website
India (SEBI) and Stock Exchange as applicable to the
of the Company. All Board members and senior
Company, from time to time. During the last three
management personnel have confirmed compliance
years, there were no penalties or strictures imposed
to the Code of Conduct. A declaration to this effect,
on the Company by the Stock Exchange(s), SEBI and/or
duly signed by the Managing Director and CEO of the
any other statutory authorities on matters relating to
Company forms part of this Annual Report.
capital market.
The above codes are also displayed on the Company’s
• Vigil Mechanism / Whistle Blower Policy
website ‘www.shoppersstop.com’.
The Board’s Report gives a detailed report on the
• Compliance Report on Corporate Governance:
– Risk Management
The Company submits on quarterly basis a compliance
– Whistle Blower Policy/Vigil Mechanism report on corporate governance in the format
prescribed by the Securities and Exchange Board
of India, within the statutory period, from the close
of the quarter with the Stock Exchanges. The said
98 / 99
report is placed before the Board every quarter at its Non-Executive Chairman’s Office: The Company has
Corporate Review
subsequent meeting, for its noting and comments/ Non-Executive Non-Independent Chairman and his
observations/advice, if any. position is distinct from the office of the Managing
Director and CEO. The Chairman’s office is maintained
• Disclosure of Accounting Treatment
by the Chairman himself.
The Financial Statements of the Company comply with
the Accounting Standards referred to in the Act. Shareholders Rights: The Company has not adopted
the practice of sending, half-yearly declaration of
• CEO & CFO Certificate
financial performance including summary of the
As required under Regulation 17(8) of the Listing
significant events in last six-months, to shareholders.
Regulations, the Chief Executive Officer and the Chief
The quarterly financial results are approved by the
Financial Officer of the Company have furnished to the
Board based on the recommendation made by the
Board, a certificate regarding the Financial Statements
Audit & Risk Management Committee and thereafter
for the year ended March 31, 2021.
Strategic Review
are disseminated to Stock Exchanges, public at large
• Certificate from Practicing Company Secretary and updated on the website of the Company.
Kaushal Dalal & Associates, Practicing Company
Modified Opinion in Auditors Report: The Company’s
Secretaries, have issued certificate pursuant to the
financial statements for the year ended March 31, 2021
provisions of the Listing Regulations, certifying
do not contain any modified audit opinion.
that as on March 31, 2021, none of the directors of
the Company have been debarred or disqualified Reporting of Internal Auditor: In accordance with the
from being appointed/re-appointed or continuing provisions of Section 138 of the Act, the Company
as directors of the Company, by the Securities and has appointed Internal Auditors who directly reports
Exchange Board of India / Ministry of Corporate Affairs to the Audit & Risk Management Committee. The
or any such statutory authority(ies). The said certificate Head – Governance, Risk & Compliance co-ordinates
forms part of this Annual Report. with Internal Auditors and their quarterly internal audit
Responsible Business
reports are presented to the Audit & Risk Management
• Recommendations of the Committees of the Board
Committee, which in turn reviews and suggests
There was no instance during the financial year,
necessary steps and action.
where the Board of Directors of the Company has not
accepted any recommendations, if any, of •
Details of Compliance with Mandatory
its Committees. Requirements:
The Company is in compliance with Corporate
• Fees to Statutory Auditor and its affiliates
Governance requirements specified in Regulations
Details relating to the fees paid to the Statutory
17 to 27 and clauses (b) to (i) of sub-regulation (2) of
Auditors are given in Note 25 to the Standalone
Regulation 46 of the Listing Regulations.
Financial Statements and Note 24 to the Consolidated
Financial Statements. •
Compliance with requirement of Corporate
Governance Report
• Prevention of Sexual Harassment (PoSH)
Statutory Reports
There Company is in compliance with the requirement
As per the requirement of the Sexual Harassment
of the Corporate Governance Report in terms of
of Women at Workplace (Prevention, Prohibition &
Schedule V of the Listing Regulations.
Redressal) Act, 2013 (“PoSH Act”) and Rules made
thereunder, your Company has adopted a policy for • Declaration by Chief Executive Officer
prevention of sexual harassment at workplace, which, Declaration signed by Mr. Venugopal Nair, Managing
inter-alia, provides for protection against sexual Director & Chief Executive Officer of the Company,
harassment of women at workplace and for prevention stating that the Board of Directors and Senior
and redressal of such complaints. During the year under Management Personnel have affirmed compliance
review, 16 cases were received and all the cases have with the ‘Code of Conduct of Board of Directors
been resolved in accordance with the PoSH Act. The and Senior Management’ is annexed to this Report
Company has an Internal Complaints Committee (ICC) at Annexure - A.
which is responsible for redressal of these complaints
Financial Statements
To,
I hereby declare that the Directors and Senior Managerial Personnel of the Company have affirmed in writing, their
compliance with the Company’s Code of Conduct for the Board of Directors and senior management, during the year ended
March 31, 2021.
Venugopal Nair
Customer Care Associate &
Managing Director and Chief Executive Officer
To,
The Board of Directors
Shoppers Stop Limited
Umang Tower, 5th Floor,Mindspace, Off. Link Road, Malad (West), Mumbai - 400 064.
Dear Sirs,
(a) We have reviewed the financial statements and the cash flow statement for the financial year 2020-21 and that to the
best of our knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
(ii) these statements together present a true and a fair view of the Company’s affair and are in compliance with
existing accounting standards, applicable laws and regulations.
(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which
are fraudulent, illegal or violative of the Company’s code of conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have
evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we
have disclosed to the auditors and the Audit Committee, deficiencies, if any, in the design or operation of such internal
controls, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
(i) there were no significant changes in internal control over the financial reporting during the year;
(ii) there were no significant changes in accounting policies during the year; and
(iii) there were no instances of significant fraud of which we have become aware.
100 / 101
Independent Auditor’s Report
Corporate Review
To the Members of Shoppers Stop Limited Emphasis of Matters
1. Litigation
Report on the Audit of the Standalone Financial
We draw attention to Note 30 to the standalone
Statements
Ind AS financial statements which, describes the
Opinion uncertainty related to the outcome of the appeal filed
We have audited the accompanying standalone financial before the Supreme Court regarding non provision of
statements of Shoppers Stop Limited (“the Company”), retrospective levy of service tax for the period from 1
which comprise the Balance sheet as at 31 March 2021, the June 2007 to 31 March 2010 on renting of immovable
Statement of Profit and Loss, including the statement of properties given for commercial use, aggregating to
Other Comprehensive Income, the Cash Flow Statement ` 16.60 Crores.
Strategic Review
and the Statement of Changes in Equity for the year then
2. COVID
ended, and notes to the standalone financial statements,
We draw attention to Note 41 to the standalone IND AS
including a summary of significant accounting policies and
financial statements which describes management’s
other explanatory information.
assessment of the impact of the COVID-19 pandemic
In our opinion and to the best of our information and according on the operations of the Company.
to the explanations given to us, the aforesaid standalone
Our opinion is not modified in respect of the above matters.
financial statements give the information required by the
Companies Act, 2013, as amended (“the Act”) in the manner Key Audit Matters
so required and give a true and fair view in conformity with Key audit matters are those matters that, in our professional
the accounting principles generally accepted in India, of the judgment, were of most significance in our audit of the
state of affairs of the Company as at 31 March 2021, its loss standalone financial statements for the financial year
including other comprehensive income, its cash flows and ended 31 March 2021. These matters were addressed in the
Responsible Business
the changes in equity for the year ended on that date. context of our audit of the standalone financial statements
as a whole, and in forming our opinion thereon, and we do
Basis for Opinion
not provide a separate opinion on these matters. For each
We conducted our audit of the standalone financial
matter below, our description of how our audit addressed
statements in accordance with the Standards on Auditing
the matter is provided in that context.
(SAs), as specified under section 143(10) of the Act.
Our responsibilities under those Standards are further We have determined the matters described below to be the
described in the ‘Auditor’s Responsibilities for the Audit of key audit matters to be communicated in our report. We
the Standalone Financial Statements’ section of our report. have fulfilled the responsibilities described in the Auditor’s
We are independent of the Company in accordance with responsibilities for the audit of the standalone financial
the ‘Code of Ethics’ issued by the Institute of Chartered statements section of our report, including in relation to these
Accountants of India together with the ethical requirements matters. Accordingly, our audit included the performance of
Statutory Reports
that are relevant to our audit of the financial statements procedures designed to respond to our assessment of the
under the provisions of the Act and the Rules thereunder, risks of material misstatement of the standalone financial
and we have fulfilled our other ethical responsibilities in statements. The results of our audit procedures, including
accordance with these requirements and the Code of Ethics. the procedures performed to address the matters below,
We believe that the audit evidence we have obtained is provide the basis for our audit opinion on the accompanying
sufficient and appropriate to provide a basis for our audit standalone financial statements.
opinion on the standalone financial statements. Financial Statements
Key audit matters How our audit addressed the key audit matter
(a) Allowance for Inventory obsolescence and shrinkage (as described in Note 2.4 of the standalone Ind AS financial
statements)
As at 31 March 2021, the carrying amount of Our procedures over allowance for Inventory obsolescence and shrinkage included
inventories amounted to ` 847.19 Crores after the following:
considering allowance for Inventory obsolescence
• We obtained an understanding, evaluated the design and tested the operating
and shrinkage of ` 34.62 Crores. These inventories
effectiveness of controls that the Company has in relation to allowance for
are held at the stores and distribution Centers of
inventory obsolescence and shrinkage;
the Company.
Allowance for Inventory obsolescence and • We performed testing on the Company’s controls over the inventory cycle count
shrinkage was an audit focus area since inventory process. In testing these controls, we observed the inventory cycle count process
cycle counts were carried out during the year at at selected store and distribution centers on a sample basis, inspected the results
periodic intervals and further significant judgement of the inventory cycle count and confirmed variances were accounted for and
is involved in identifying the amount of provision approved by management;
for shrinkages. In addition, the Company also • We tested the accuracy of the aging report of inventories. On a sample basis
makes specific provisions for obsolescence as per we agreed the purchase date recorded in the inventory ageing report to the
its policy. supplier invoice, obtained inventory provision calculation from the Company and
re-performed the calculation of the inventory provision as per the policy of the
Company;
• We assessed the Company’s disclosures concerning this in Note 2A on significant
accounting estimates and judgements and Note 9 Inventories to the financial
statements.
Revenue recognition – Point award (Loyalty) schemes (as described in the Accounting Policies in Note 2.3 to the
Financial Statements)
The Company’s revenue recognition policy requires Our audit procedures in respect of the Provision for liability on account of Point award
the management to make assumptions about (Loyalty) schemes accrued to customers included the following:
expected redemption of Point award (Loyalty)
• We obtained an understanding, evaluated the design and tested the operating
schemes to the total issued points based on
effectiveness of controls that the Company has in relation to provision for Point
historical trends in determining the reported
award (Loyalty) schemes accrued to the customers;
revenue for the period.
• For the key assumptions used in the Point award (Loyalty) schemes provisions,
We focused on this area for the estimate involved we reviewed the historic rates of redemption and compared these to the
in determining the provisioning and the amounts managements ‘estimate;
involved are material. (` 33.35 Crores as at
• We assessed the methodology applied by comparing the outstanding points from
31 March 2021).
the system generated reports and recomputed the liability as per historic rates
and management estimate of redemption;
• We also assessed the Company’s disclosures concerning this in Note 2A on
significant accounting estimates and judgements and Note 20 Retail sale of
Merchandise to the financial statements.
Impairment Evaluation of Investment and inter corporate Deposit in Crossword Bookstores Limited (as described in
Note 2.6.1 of the standalone Ind AS financial statements)
The Company has gross investment amounting Our audit procedures in respect of impairment evaluation of Investment and ICD in
to ` 35.06 crores and inter-corporate deposit (ICD) Crossword Bookstores Limited included the following:
amounting to ` 33.66 Crores as at 31 March 2021 in
• We obtained an understanding, evaluated the design and tested the operating
its subsidiary Crossword Bookstores Limited. This
effectiveness of controls over the assessment of investment to determine
subsidiary has had continued losses, which provides
whether any impairment was required;
an indicator for impairment in the investment.
Management has used external specialists to • We assess the appropriateness of the Company’s valuation methodology applied
support the recoverable amounts of its Investment in determining the recoverable amount. In making this assessment, we evaluate
based on value-in-use computation after taking the objectivity and independence of Company’s specialists involved in the process;
into consideration potential impact of COVID-19 • We involved valuation expert to assist in evaluating the assumptions around the
basis which the Company has taken impairment of key drivers of the cash flow forecasts including discount rates, expected growth
` 15.06 Crores (PY ` 20 Crores) on its investment in rates and terminal growth rates used;
subsidiary and ` 7.34 Crores (PY ` Nil) on its ICD to •
We evaluated the sensitivity in the valuation, resulting from changes to key
subsidiary Crossword Bookstores Limited. assumptions applied and compared the assumptions to corroborating information,
We focused this area because of the judgmental historic performance, local economic developments and industry outlook.
factors involved which led to impairment of the
•
We obtained and read the audited financial statements of the Subsidiary,
investment.
Crossword to determine the net worth, cash flows and other financial indicators
• We also assessed the Company’s disclosures concerning this in Note 2A on
significant accounting estimates and judgements , Note 4 of investments and
Note 5 of loans to the financial statements.
102 / 103
Corporate Review
IND AS 116 – Leases (Accounting for rent concession arrangements) (as described in Note 2.10 of the Standalone IND AS Financial
Statements)
As at 31 March 2021, the Company has ` 1,209.60 Our audit procedures included the following:
Crores of Right of use (RoU) assets and ` 1,911.57
• Assessed the Company’s accounting policy with respect to recognition of leases
Crores of Lease liabilities recognised under Ind
and for assessing compliance with Ind AS 116, including accounting for rent
AS 116 pertaining to the premises leased by the
concession arrangements.
Company.
During the year, considering the impact of COVID-19 • Obtained an understanding, evaluated the design and tested the operating
pandemic on its business. the Company negotiated effectiveness of controls that the Company has in relation to accounting of rent
rent concessions with its lessors for its retail outlets concession arrangements under Ind AS 116.
across malls, high street stores and other leased • Tested on a sample basis, the rent concessions accounted by the Company, to
premises. agreed rent concession arrangements/ underlying documents, calculations
Strategic Review
and assessed the terms of the same against the requirements of the practical
The Ministry of Corporate Affairs vide notification
expedient under Ind AS 116.
dated 24 July 2020, issued an amendment to Ind AS
116 - Leases, by inserting a practical expedient w.r.t. • Assessed the Company’s disclosures made in accordance with the requirements
“Covid-19-Related Rent Concessions” effective of Ind AS 116 in this matter.
from the period beginning on or after 01 April 2020.
Responsible Business
key audit matter considering the number of
lease arrangements the assessment of whether
individual rent concession arrangements meet the
criteria of the practical expedient under Ind AS 116,
and the amounts involved.
Information Other than the Financial Statements that give a true and fair view of the financial position, financial
and Auditor’s Report Thereon performance including other comprehensive income, cash
The Company’s Board of Directors is responsible for the flows and changes in equity of the Company in accordance
other information. The other information comprises the with the accounting principles generally accepted in India,
corporate governance report and director’s report, but does including the Indian Accounting Standards (Ind AS) specified
not include the standalone financial statements and our under section 133 of the Act read with the Companies
auditor’s report thereon, which we obtained prior to the date (Indian Accounting Standards) Rules, 2015, as amended.
Statutory Reports
of this auditor’s report. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the
Our opinion on the standalone financial statements does
Act for safeguarding of the assets of the Company and for
not cover the other information and we do not express any
preventing and detecting frauds and other irregularities;
form of assurance conclusion thereon.
selection and application of appropriate accounting policies;
In connection with our audit of the standalone financial making judgments and estimates that are reasonable and
statements, our responsibility is to read the other information prudent; and the design, implementation and maintenance
and, in doing so, consider whether such other information of adequate internal financial controls, that were operating
is materially inconsistent with the financial statements effectively for ensuring the accuracy and completeness
or our knowledge obtained in the audit or otherwise of the accounting records, relevant to the preparation and
appears to be materially misstated. If, based on the work presentation of the standalone financial statements that give
we have performed, we conclude that there is a material a true and fair view and are free from material misstatement,
Financial Statements
misstatement of this other information, we are required to whether due to fraud or error.
report that fact. We have nothing to report in this regard.
In preparing the standalone financial statements,
Responsibilities of Management for the Standalone management is responsible for assessing the Company’s
Financial Statements ability to continue as a going concern, disclosing, as
The Company’s Board of Directors is responsible for the applicable, matters related to going concern and using the
matters stated in section 134(5) of the Act with respect to going concern basis of accounting unless management either
the preparation of these standalone financial statements
intends to liquidate the Company or to cease operations, or that a material uncertainty exists, we are required to
has no realistic alternative but to do so. draw attention in our auditor’s report to the related
disclosures in the financial statements or, if such
Those Board of Directors are also responsible for overseeing
disclosures are inadequate, to modify our opinion. Our
the Company’s financial reporting process.
conclusions are based on the audit evidence obtained
Auditor’s Responsibilities for the Audit of the up to the date of our auditor’s report. However, future
Standalone Financial Statements events or conditions may cause the Company to cease
Our objectives are to obtain reasonable assurance about to continue as a going concern.
whether the standalone financial statements as a whole
• Evaluate the overall presentation, structure and content
are free from material misstatement, whether due to fraud
of the standalone financial statements, including the
or error, and to issue an auditor’s report that includes our
disclosures, and whether the standalone financial
opinion. Reasonable assurance is a high level of assurance,
statements represent the underlying transactions and
but is not a guarantee that an audit conducted in accordance
events in a manner that achieves fair presentation.
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are We communicate with those charged with governance
considered material if, individually or in the aggregate, they regarding, among other matters, the planned scope and
could reasonably be expected to influence the economic timing of the audit and significant audit findings, including
decisions of users taken on the basis of these standalone any significant deficiencies in internal control that we identify
financial statements. during our audit.
As part of an audit in accordance with SAs, we exercise We also provide those charged with governance with a
professional judgment and maintain professional skepticism statement that we have complied with relevant ethical
throughout the audit. We also: requirements regarding independence, and to communicate
with them all relationships and other matters that may
• Identify and assess the risks of material misstatement
reasonably be thought to bear on our independence, and
of the standalone financial statements, whether due
where applicable, related safeguards.
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence From the matters communicated with those charged with
that is sufficient and appropriate to provide a basis governance, we determine those matters that were of
for our opinion. The risk of not detecting a material most significance in the audit of the standalone financial
misstatement resulting from fraud is higher than for statements for the financial year ended 31 March 2021 and
one resulting from error, as fraud may involve collusion, are therefore the key audit matters. We describe these
forgery, intentional omissions, misrepresentations, or matters in our auditor’s report unless law or regulation
the override of internal control. precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter
• Obtain an understanding of internal control relevant to
should not be communicated in our report because the
the audit in order to design audit procedures that are
adverse consequences of doing so would reasonably
appropriate in the circumstances. Under section 143(3)
be expected to outweigh the public interest benefits of
(i) of the Act, we are also responsible for expressing
such communication.
our opinion on whether the Company has adequate
internal financial controls with reference to financial Report on Other Legal and Regulatory
statements in place and the operating effectiveness Requirements
of such controls. 1. As required by the Companies (Auditor’s Report) Order,
2016 (“the Order”), issued by the Central Government
• Evaluate the appropriateness of accounting policies
of India in terms of sub-section (11) of section 143 of
used and the reasonableness of accounting estimates
the Act, we give in the “Annexure 1” a statement on the
and related disclosures made by management.
matters specified in paragraphs 3 and 4 of the Order.
• Conclude on the appropriateness of management’s use
2. As required by Section 143(3) of the Act, we report that:
of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material (a) We have sought and obtained all the information
uncertainty exists related to events or conditions and explanations which to the best of our
that may cast significant doubt on the Company’s knowledge and belief were necessary for the
ability to continue as a going concern. If we conclude purposes of our audit;
104 / 105
Corporate Review
(b) In our opinion, proper books of account as required Crores. The Company is in process of obtaining
by law have been kept by the Company so far as it approval from shareholders for such excess
appears from our examination of those books ; remuneration paid.
(c) The Balance Sheet, the Statement of Profit and Loss (h) With respect to the other matters to be included
including the Statement of Other Comprehensive in the Auditor’s Report in accordance with Rule
Income, the Cash Flow Statement and Statement 11 of the Companies (Audit and Auditors) Rules,
of Changes in Equity dealt with by this Report are 2014, as amended in our opinion and to the
in agreement with the books of account; best of our information and according to the
explanations given to us:
(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards i. The Company has disclosed the impact of
Strategic Review
specified under Section 133 of the Act, read with pending litigations on its financial position in its
Companies (Indian Accounting Standards) Rules, standalone financial statements – Refer Note
2015, as amended; 29 to the standalone financial statements;
(e)
On the basis of the written representations ii.
The Company did not have any long-
received from the directors as on 31 March 2021 term contracts including derivative
taken on record by the Board of Directors, none contracts for which there were any material
of the directors is disqualified as on 31 March 2021 foreseeable losses;
from being appointed as a director in terms of
iii. T
here has been no delay in transferring
Section 164 (2) of the Act;
amounts, required to be transferred, to
(f)
With respect to the adequacy of the internal the Investor Education and Protection
financial controls with reference to these Fund by the Company
Responsible Business
standalone financial statements and the operating
effectiveness of such controls, refer to our separate
For S R B C & CO LLP
Report in “Annexure 2” to this report; Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
(g) In our opinion, and to the best of our information
and according to the explanations given to us, the per Vijay Maniar
Partner
contractual remuneration paid to the Managing Membership Number: 36738
Director for the year ended 31 March 2021 is in UDIN: 21036738AAAADR3901
excess of the limits applicable under section 197 Mumbai: May 21, 2021
of the Act, read with Schedule V thereto, by ` 1.03
Statutory Reports
Financial Statements
Annexure 1
Referred to in paragraph 1 under the heading “Report on Other Legal and Regulatory Requirements” of
our report of even date.
(i) (a)
The Company has maintained proper (c)
There are no amounts of loans granted to
records showing full particulars, including companies, firms or other parties listed in the
quantitative details and situation of Property, register maintained under Section 189 of the
Plant and Equipment. Companies Act, 2013 which are overdue for
more than ninety days.
(b) All fixed assets have not been physically verified
by the management during the year but there (iv) In our opinion and according to the information and
is a regular programme of verification which, in explanations given to us, provisions of Section 185
our opinion, is reasonable having regard to the and 186 of the Companies Act 2013 in respect of
size of the Company and the nature of its assets. loans to directors including entities in which they are
No material discrepancies were noticed on interested and in respect of loans and advances given,
such verification. investments made and, guarantees, and securities
given have been complied with by the Company.
(c) According to the information and explanations
given by the management, there are no (v) The Company has not accepted any deposits within
immovable properties, included in property, plant the meaning of Sections 73 to 76 of the Act and the
and equipment of the Company and accordingly, Companies (Acceptance of Deposits) Rules, 2014 (as
the requirements under paragraph 3(i)(c) of the amended). Accordingly, the provisions of clause 3(v) of
Order are not applicable to the Company. the Order are not applicable.
(ii) The management has conducted physical verification (vi) To the best of our knowledge and as explained, the
of inventory at reasonable intervals during the year Central Government has not specified the maintenance
and no material discrepancies were noticed on such of cost records under clause 148(1) of the Act, for the
physical verification. products/services of the Company.
(iii) (a)
The Company has granted loans to three (vii) (a) Undisputed statutory dues including provident
companies covered in the register maintained fund, employees’ state insurance, income-tax,
under Section 189 of the Companies Act, 2013. goods and service tax, cess and other statutory
In our opinion and according to the information dues have generally been regularly deposited
and explanations given to us, the terms and with the appropriate authorities though there
conditions of the grant of such loans are not has been a slight delay in a few cases.
prejudicial to the Company’s interest.
(b) According to the information and explanations
(b)
The Company has granted loans that are re- given to us, no undisputed amounts payable
payable on demand to three companies covered in respect of provident fund, employees’ state
in the register maintained under Section 189 of insurance, income-tax, goods and service tax,
the Companies Act, 2013. We are informed that cess and other statutory dues were outstanding,
the Company has not demanded repayment of at the year end, for a period of more than six
any such loan during the year, and thus, there months from the date they became payable.
has been no default on the part of parties to
(c) According to the records of the Company, the
whom the money has been lent. The payment
dues of income-tax, sales-tax, service tax,
of interest has been regular for two companies.
duty of custom, value added tax, goods and
Loan given in an earlier year to one of the
service tax, and cess on account of any dispute,
Company has been fully provided for and no
are as follows:
interest has been received. Further loan given to
another company has been partially impaired.
106 / 107
Corporate Review
Amount* Period to which the amount Forum where the
Name of the statute Nature of the dues
(` in crores) relates dispute is pending
The Income Tax Act, 1961 TDS 212.08 2011-12, 2012-13, 2013-14, Commissioner of
2014-15, 2016-17 2017-18, Income Tax (Appeals)
2018-19,
The Income Tax Act, 1961 Disallowance u/s 14A 16.12 2012-13, 2015-16, 2016-17, Commissioner of
and other matters 2017-18, 2018-19 Income Tax (Appeals)
The Income Tax Act, 1961 Short Credit of TDS 0.07 2012-13 Commissioner of
Income Tax
The Customs Act, 1962 Duty of Customs 0.43 2007-08 to 2011-12 Appellate Authority –
Tribunal Level
Goods and Service Tax, 2017 GST 0.34 July 17-March 18 GST Appellate
Strategic Review
Authority
Maharashtra VAT VAT 4.75 2015-16 and 2016-17 Deputy Commissioner
*Net Amounts paid
(viii)
Based on our audit procedures performed for (xiii)
Based on our audit procedures performed for the
the purpose of reporting the true and fair view of purpose of reporting the true and fair view of the
financial statements and according to information financial statements and according to the information
and explanations given by the Management, we are and explanations given by the management,
of the opinion that the Company has not defaulted in transactions with the related parties are in compliance
repayment of dues to a financial institution, bank or with section 177 and 188 of Act where applicable and
debenture holders. The Company has not taken any the details have been disclosed in the Notes to the
loans or borrowings from the Government. financial statements, as required by the applicable
Responsible Business
accounting standards.
(ix) In our opinion and according to the information and
explanations given by the management and audit (xiv) According to the information and explanations given
procedures performed by us, the Company has to us and on an overall examination of the balance
utilised the monies raised by way of public offer in the sheet, the Company has not made any preferential
nature of Rights Issue and term loans for the purpose allotment or private placement of shares or fully or
for which they were raised. partly convertible debentures during the year under
review and hence, reporting requirements under
(x) Based upon the audit procedures performed for the
clause 3(xiv) are not applicable to the Company and,
purpose of reporting the true and fair view of the
not commented upon.
financial statements and according to the information
and explanations given by the management, we report (xv) According to the information and explanations given by
that no fraud by the Company or no material fraud on the management, the Company has not entered into
Statutory Reports
the Company by the officers and employees of the any non-cash transactions with directors or persons
Company has been noticed or reported during the year. connected with him as referred to in section 192 of Act.
(xi) According to the information and explanation given (xvi) According to the information and explanations given to
by the management and audit procedures performed us, the provisions of section 45-IA of the Reserve Bank
by us, we report that remuneration of the Managing of India Act, 1934 are not applicable to the Company.
Director for the year ended 31 March 2021 is in excess
of the limits applicable under section 197 of the Act,
read with Schedule V thereto, by ` 1.03 Crores. We For S R B C & CO LLP
are informed by the management that it proposes Chartered Accountants
to obtain approval of the shareholders in a general ICAI Firm Registration Number: 324982E/E300003
meeting by way of a special resolution. per Vijay Maniar
Financial Statements
Partner
(xii) In our opinion, the Company is not a Nidhi Company. Membership Number: 36738
Therefore, the provisions of clause 3(xii) of the order UDIN: 21036738AAAADR3901
are not applicable to the Company and hence not Mumbai: May 21, 2021
commented upon.
Annexure 2
To the Independent Auditor’s Report of Even Date on the Standalone Financial Statements of Shoppers
Stop Limited
Report on the Internal Financial Controls under financial statements and their operating effectiveness. Our
Clause (i) of Sub-section 3 of Section 143 of the audit of internal financial controls over financial reporting
Companies Act, 2013 (“the Act”) included obtaining an understanding of internal financial
We have audited the internal financial controls over financial controls over financial reporting with reference to these
reporting of Shoppers Stop Limited (“the Company”) standalone financial statements, assessing the risk that a
as of 31 March 2021 in conjunction with our audit of the material weakness exists, and testing and evaluating the
standalone financial statements of the Company for the year design and operating effectiveness of internal control based
ended on that date. on the assessed risk. The procedures selected depend on
the auditor’s judgement, including the assessment of the
Management’s Responsibility for Internal Financial
risks of material misstatement of the financial statements,
Controls
whether due to fraud or error.
The Company’s Management is responsible for establishing
and maintaining internal financial controls based on the We believe that the audit evidence we have obtained
internal control over financial reporting criteria established is sufficient and appropriate to provide a basis for our
by the Company considering the essential components of audit opinion on the internal financial controls over
internal control stated in the Guidance Note on Audit of financial reporting with reference to these standalone
Internal Financial Controls Over Financial Reporting issued financial statements.
by the Institute of Chartered Accountants of India. These
Meaning of Internal Financial Controls Over
responsibilities include the design, implementation and
Financial Reporting With Reference to these
maintenance of adequate internal financial controls that
Financial Statements
were operating effectively for ensuring the orderly and
A company’s internal financial control over financial reporting
efficient conduct of its business, including adherence to
with reference to these standalone financial statements
the Company’s policies, the safeguarding of its assets, the
is a process designed to provide reasonable assurance
prevention and detection of frauds and errors, the accuracy
regarding the reliability of financial reporting and the
and completeness of the accounting records, and the timely
preparation of financial statements for external purposes in
preparation of reliable financial information, as required
accordance with generally accepted accounting principles. A
under the Companies Act, 2013.
company’s internal financial control over financial reporting
Auditor’s Responsibility with reference to these standalone financial statements
Our responsibility is to express an opinion on the Company’s includes those policies and procedures that (1) pertain to the
internal financial controls over financial reporting with maintenance of records that, in reasonable detail, accurately
reference to these standalone financial statements based and fairly reflect the transactions and dispositions of the
on our audit. We conducted our audit in accordance with the assets of the company; (2) provide reasonable assurance
Guidance Note on Audit of Internal Financial Controls Over that transactions are recorded as necessary to permit
Financial Reporting (the “Guidance Note”) and the Standards preparation of financial statements in accordance with
on Auditing as specified under section 143(10) of the Act, to generally accepted accounting principles, and that receipts
the extent applicable to an audit of internal financial controls and expenditures of the company are being made only in
and, both issued by the Institute of Chartered Accountants accordance with authorisations of management and directors
of India. Those Standards and the Guidance Note require that of the company; and (3) provide reasonable assurance
we comply with ethical requirements and plan and perform regarding prevention or timely detection of unauthorised
the audit to obtain reasonable assurance about whether acquisition, use, or disposition of the company’s assets that
adequate internal financial controls over financial reporting could have a material effect on the financial statements.
with reference to these standalone financial statements was
Inherent Limitations of Internal Financial Controls
established and maintained and if such controls operated
Over Financial Reporting With Reference to these
effectively in all material respects.
Standalone Financial Statements
Our audit involves performing procedures to obtain audit Because of the inherent limitations of internal financial
evidence about the adequacy of the internal financial controls controls over financial reporting with reference to these
over financial reporting with reference to these standalone standalone financial statements, including the possibility
108 / 109
Corporate Review
of collusion or improper management override of controls, financial statements were operating effectively as at 31
material misstatements due to error or fraud may occur March 2021, based on the internal control over financial
and not be detected. Also, projections of any evaluation of reporting criteria established by the Company considering
the internal financial controls over financial reporting with the essential components of internal control stated in the
reference to these standalone financial statements to future Guidance Note on Audit of Internal Financial Controls Over
periods are subject to the risk that the internal financial Financial Reporting issued by the Institute of Chartered
control over financial reporting with reference to these Accountants of India.
standalone financial statements may become inadequate
because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate. For S R B C & CO LLP
Strategic Review
Opinion Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
In our opinion, the Company has, maintained in all material
respects, adequate internal financial controls over financial per Vijay Maniar
Partner
reporting with reference to these standalone financial Membership Number: 36738
statements and such internal financial controls over UDIN: 21036738AAAADR3901
financial reporting with reference to these standalone Mumbai: May 21, 2021
Responsible Business
Statutory Reports
Financial Statements
Standalone Balance Sheet
as at 31 March 2021
(All amounts in ` crores)
As at As at
Notes
31 March 2021 31 March 2020
Assets
Non-current assets
Property, plant and equipment 3 419.28 501.71
Capital work in progress 3B 2.93 10.03
Intangible assets 3 81.77 50.97
Intangible assets under development 3B - 34.23
Right of Use Assets 27 1,209.60 1,325.68
Financial Assets
(i) Investments 4 0.10 51.63
(ii) Loans 5 26.54 18.88
(iii) Other financial assets 6 106.82 78.28
Deferred tax assets (net) 7 342.43 264.08
Other non-current assets 8 55.53 79.34
Total non-current assets 2,245.00 2,414.83
Current assets
Inventories 9 847.19 1,223.92
Financial assets
(i) Investments 4 127.78 154.04
(ii) Trade Receivables 10 34.79 35.08
(iii) Cash and cash equivalents 11 12.34 0.97
(iv) Bank balances other than (iii) above 12 29.28 0.28
(v) Other financial assets 6 51.64 69.87
Other current assets 8 226.03 166.11
Total current assets 1,329.05 1,650.27
Total assets 3,574.05 4,065.10
Equity and Liabilities
Equity
Equity share capital 13 54.69 44.00
Other equity 14 126.98 92.64
Total equity 181.67 136.64
Liabilities
Non-current liabilities
Financial liabilities
(i) Borrowings 15 93.75 -
(ii) Lease liability 27 1,695.01 2,055.54
Total non-current liabilities 1,788.76 2,055.54
Current liabilities
Financial liabilities
(i) Borrowings 15A 0.09 123.70
(ii) Lease liability 27 216.56 12.21
(iii) Trade payables 16
(a) Total outstanding dues of Micro enterprises and small Enterprises 21.27 3.59
(b) Total outstanding dues of creditors other than Micro Enterprises and small Enterprises 1,118.62 1,493.11
(iii) Other financial liabilities 17 94.36 69.71
Provisions 18 6.17 10.77
Other current liabilities 19 146.55 159.83
Total current liabilities 1,603.62 1,872.92
Total liabilities 3,392.38 3,928.46
Total equity and liabilities 3,574.05 4,065.10
Summary of significant accounting policies 2
110 / 111
Statement of Profit and Loss
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Strategic Review
Other expenses 25 349.18 542.01
Total expenses 2,276.39 3,465.13
Profit before exceptional item and tax (332.53) (50.66)
Exceptional Item - impairment in value of investments 31 22.40 20.00
Profit before tax (354.93) (70.66)
Tax expense 26
i) Current tax - 25.14
ii) Tax adjustment of earlier years (1.48) -
iii) Deferred tax (78.23) 45.14
Income tax expense (79.71) 70.28
Profit / (Loss) for the year [A] (275.22) (140.94)
Other comprehensive (income) / loss
Items that will not be reclassified to profit or loss :
Responsible Business
i) Remeasurement of employee defined benefit obligation 0.47 2.91
Income tax relating to (i) above (0.12) (0.73)
ii) Fair value in the value of investments (23.19) 174.85
Income tax relating to (ii) above 26.1 - -
Total other comprehensive income / (loss) [B] (22.84) 177.03
Total comprehensive income / (loss) for the year [A] - [B] (252.38) (317.97)
Earning per equity share
Equity shares of face value ` 5 each 28
Basic (` ) (29.24) (16.02)
Diluted (` ) (29.24) (16.02)
Summary of significant accounting policies 2
Statutory Reports
The accompanying Notes 1 to 43 are an integral part of the financial statements.
In terms of our attached report of even date For and on Behalf of the Board of Directors
112 / 113
Statement of Cash Flows (Contd.)
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Note (ii)
Reconciliation between the opening and closing balances for liabilities arising from financing activities
Long - term
Particulars
borrowings
31 March 2019 including current maturities of long term borrowings 40.00
Cash flow (40.00)
Non- Cash Changes
Foreign exchange movement -
Classified as current maturity -
Accrual for the year -
31 March 2020 including current maturities of long term borrowings -
Cash flow 150.00
Strategic Review
Non- Cash Changes
Foreign exchange movement -
Classified as current maturity 56.25
Accrual for the year -
31 March 2021 including current maturities of long term borrowings 150.00
Summary of significant accounting policies Note 2
Responsible Business
(DIN:00027595) (DIN:00046163)
Statutory Reports
Financial Statements
Statement of changes in equity
for the year ended 31 March 2021
b. Other equity
(All amounts in ` Crores)
Securities Share Options
General Retained
Particulars: premium outstanding Total
reserve earnings
account account
Balance as on 31 March 2019 655.44 19.09 258.91 0.21 933.65
Profit for the year - - (140.94) - (140.94)
Other comprehensive income for the year, - - 177.03 - 177.03
net of income tax
Total comprehensive income / (loss) - - (317.97) - (317.97)
for the year
Recognition of share based payments * - - - - -
Arising on employee stock option scheme - - - 0.55 0.55
Payment of dividends on equity shares - - (6.60) - (6.60)
Payment of tax on dividends on equity shares - - (1.36) - (1.36)
IND-AS Adjustments # - - (515.63) - (515.63)
Balance as on 31 March 2020 655.44 19.09 (582.65) 0.76 92.64
Loss for the year - - (275.22) - (275.22)
Other comprehensive income for the year, - - 22.84 - 22.84
net of income tax
Total comprehensive income / (loss) - - (252.38) - (252.38)
for the year
Recognition of share based payments * - - - 1.44 1.44
Transferred to general reserves for vested - - - (1.07) (1.07)
cancelled options
Transferred from stock options reserved - - 1.07 - 1.07
for vested cancelled options
Securities premium proceeds received 288.48 - - - 288.48
on issue of equity shares (Note 13.6)
Right Issue Expenses (3.21) - - - (3.21)
Balance as on 31 March 2021 940.71 19.09 (833.95) 1.13 126.98
# IND-AS 116 transitional impact ` 517.17 crores ( Refer Note 27) and reversal of straightling rental provision of earlier year ` 1.54 crores
(net of deferred tax)
114 / 115
Notes to the Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Strategic Review
departmental stores. At 31 March 2021, the Company measurements are observable and the significance of
operated through 84 such departmental stores located the inputs to the fair value measurement in its entirety,
in different cities of India. which are described as follows:
The financial statements were approved for issue by • Level 1 inputs are quoted prices (unadjusted) in
the board of directors on 21 May 2021. active markets for identical assets or liabilities that
the entity can access at the measurement date;
2. Significant Accounting Policies
2.1.1 Statement of compliance • Level 2 inputs are inputs, other than quoted prices
Statement of Compliance with Indian Accounting included within Level 1, that are observable for the
Standards (Ind ASs): The standalone financial asset or liability, either directly or indirectly; and
statements have been prepared in accordance with
• Level 3 inputs are unobservable inputs for the
Indian Accounting Standards (Ind AS) prescribed
asset or liability.
Responsible Business
under the Section 133 of the Companies Act 2013,
other relevant provisions of the Act and presentation Fair value for measurement and/or disclosure
requirements of Division II of Schedule III to the purposes in these financial statements is determined
Companies Act, 2013, (Ind-AS compliant Schedule III). on such a basis, except for share-based payment
transactions that are within the scope of Ind AS 102,
2.1.2 Basis of preparation and presentation
leasing transactions that are within the scope of Ind AS
These standalone Financial Statements which comprise
116, and measurements that have some similarities to
the Balance Sheet as at 31 March 2021, the Statement
fair value but are not fair value, such as net realizable
of Profit and Loss, the Statement of changes in equity
value in Ind AS 2 or value in use in Ind AS 36.
and the Statement of Cash flows for the year ended
31 March 2021, and other explanatory information SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(together hereinafter referred to as “Standalone
2.2 CURRENT VERUS NON-CURRENT CLASSIFICATION
Financial Statements” or “financial statements”).
Statutory Reports
The Company presents assets and liabilities in
These financial statements have been prepared on the balance sheet based on current/ non-current
historical cost basis, except for certain assets and classification. An asset is treated as current when it is
liabilities that are measured at fair values at the end
• Expected to be realised or intended to be sold or
of each reporting period. The financial statements
consumed in normal operating cycle
are presented in Indian Rupees (`) and all values
are rounded to the nearest crores, except where • Held primarily for the purpose of trading
otherwise indicated.
• Expected to be realised within twelve months after
2.1.3 Fair Value Measurement the reporting period, or
Fair value is the price that would be received to sell
• Cash or cash equivalent unless restricted from
an asset or paid to transfer a liability in an orderly
being exchanged or used to settle a liability for at
transaction between market participants at the
Financial Statements
A liability is current when: oint award schemes: The fair value of the
P
consideration on sale of goods that result in award
• It is expected to be settled in normal operating cycle
credits for customers, under the Company’s point award
• It is held primarily for the purpose of trading schemes, is allocated between the goods supplied and
the award credits granted. The consideration allocated
• It is due to be settled within twelve months after
to the award credits is measured by reference to
the reporting period, or
fair value from the standpoint of the holder and
• There is no unconditional right to defer the is recognised as revenue on redemption and / or
settlement of the liability for at least twelve months expected redemption after breakage.
after the reporting period
2.3.3 Gift vouchers: The amount collected on sale of a gift
The Company classifies all other liabilities voucher is recognised as a liability and transferred to
as non-current. revenue (sales) when redeemed or to revenue (other
retail operating revenue) on expiry.
Deferred tax assets and liabilities are classified as non-
current assets and liabilities. 2.3.4 Other retail operating revenue: Facility management
fees are recognised pro-rata over the period of
The operating cycle is the time between the acquisition
the contract. Revenue from store displays and
of assets for processing and their realisation in cash and
sponsorships are recognised based on the period for
cash equivalents. The Company has identified twelve
which the products or the sponsors’ advertisements
months as its operating cycle.
are promoted / displayed.
2.3 Revenue from contract with customer
2.3.5 Dividend and Interest income: Dividend income from
2.3.1 Revenue from contracts with customers is recognised
investments is recognised when the Company’s right
when control of the goods or services are transferred
to receive payment has been established. Interest
to the customer at an amount that reflects the
income is accrued on time basis, by reference to the
consideration to which the Company expects to be
principal outstanding and at the effective interest
entitled in exchange for those goods or services.
rate applicable.
The Company has generally concluded that it is the
principal in its revenue arrangements except for the 2.4 Inventories
agency services because it typically controls the goods Inventories are stated at the lower of cost and net
before transferring them to the customer and sales realisable value. Cost of inventories comprise of all cost
under sale or return basis arrangements where in the of purchase and other related costs incurred in bringing
Company has w.e.f. 1st April 2018 adopted modified the inventories to their present location and condition.
retrospective approach in line with Ind As 115, Revenue Costs of inventories are determined on a weighted
from Contracts with customers. average cost basis. Net realisable value represents
the estimated selling price for inventories less all
2.3.2 Retail sale of Merchandise: Revenue from Retail sales
estimated costs necessary to make the sale. Provision
is measured at the fair value of the consideration
is made for obsolete/ slow moving inventories.
received. Revenue is reduced for discounts and
rebates, and, value added tax, sales tax and Goods 2.5 Property, Plant and Equipment and Intangible
and Service Tax (GST). Assets
2.5.1 Property, Plant and Equipment and Intangible Assets
Retail sales are recognised on delivery of the
are stated at cost less accumulated depreciation or
merchandise to the customer, when the property in
amortisation and accumulated impairment losses.
goods and control are transferred for a price and no
Cost comprises of all cost of purchase, construction
effective ownership control is retained.
and other related costs incurred in bringing the assets
Where the Company is the principal in the transaction to their present location and condition.
the Sales are recorded at their gross values. Where the
2.5.2 Depreciation / amortisation is recognised on a straight-
Company is effectively the agent in the transaction,
line basis over the estimated useful lives of respective
the difference between the revenue and the cost
assets as under:
of the merchandise is disclosed as other operating
income. (Refer Note 20)
116 / 117
Notes to the Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Strategic Review
Electrical works - 5 to 17
Firefighting systems/CCTV System - 5 to 17
EAS Systems - 5 to 17
2 Furniture, fixtures and other fittings 10 5 to 10
3 Office Equipment’s 5 5 to 6
4 Computers
a) Servers and networks 6 5 to 6
b) End user devices such as, desktops, laptops, etc. 3 3
5 Leasehold Improvements On lease term Life as per below or
lease term whichever is lower
Components -
Partition Works - 5 to 10
Flooring & Cladding - 5 to 11
Responsible Business
False Ceiling - 5 to 11
Fit out works - 5 to 12
Civil & Painting Works - 5 to 10
Other Components - 5 to 10
6 Vehicles 8 8
B Intangible Asset
1 Computer Software - 6
2 Trademark and Patents 10 10
Useful life of assets different from prescribed in or, when it is not possible to estimate the recoverable
Schedule II has been estimated by management amount of an individual asset, the recoverable amount
supported by technical assessment. of the cash-generating unit to which the asset belongs
is estimated. If the recoverable amount of an asset (or
Statutory Reports
The estimated useful lives, residual values and
cash-generating unit) is estimated to be less than its
depreciation method are reviewed at the end of each
carrying amount, the carrying amount of the asset
reporting period and the effect of any changes in
(or cash-generating unit) is reduced to its recoverable
estimate is accounted for prospectively.
amount and an impairment loss is recognised
In F.Y.2019-20, effective 1 Jan 2020, the Company immediately in profit or loss.
has reviewed the estimated economic useful lives
When an impairment loss subsequently reverses,
of all components within the broad category of
the carrying amount of the asset (or a cash-
Leasehold improvements as specified in the above
generating unit) is increased to the revised estimate
table and Electrical Equipments as specified in the
of its recoverable amount, but so that the increased
above table of its property, plant and equipment,
carrying amount does not exceed the carrying amount
based on the combination of evaluation conducted
that would have been determined had no impairment
by an independent consultants and management
Financial Statements
118 / 119
Notes to the Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Strategic Review
financial asset is derecognised. Where the Company future cash flows), and any deficiency is recognised in
has not transferred substantially all risks and rewards profit or loss.
of ownership of the financial asset, the financial asset
2.6.4 Derivative instruments: The Company enters into
is not derecognised. Where the Company has neither
foreign exchange forward contracts to manage
transferred a financial asset nor retains substantially all
its exposure to foreign exchange rate risks. These
risks and rewards of ownership of the financial asset,
contracts are initially recognised at fair value and
the financial asset is derecognised if the Company has
subsequently, at the end of each reporting period,
not retained control of the financial asset. Where the
re-measured at their fair values on reporting date.
Company retains control of the financial asset, the
The resulting gain or loss is recognised in profit
asset is continued to be recognised to the extent of
or loss in the same line as the movement in the
continuing involvement in the financial asset.
hedged exchange rate.
Offsetting financial instruments:
Responsible Business
2.7 Taxation
Financial assets and liabilities are offset and the net
Income tax expense represents the sum of the tax
amount is reported in the balance sheet where there
currently payable and deferred tax. Current and
is a legally enforceable right to offset the recognised
deferred tax are recognised in profit or loss except
amounts and there is an intention to settle on a
when they relate to items that are recognised in
net basis or realise the asset and settle the liability
other comprehensive income or directly in equity,
simultaneously. The legally enforceable right must
in which case the current and deferred tax are also
not be contingent on future events and must be
recognised in other comprehensive income or directly
enforceable in the normal course of business and in
in equity, respectively.
the event of default insolvency or bankruptcy of the
Company or the counterparty. 2.7.1 Current tax: The tax currently payable is based on
the taxable profit for the year and is calculated using
2.6.1 Investments in subsidiaries and joint ventures:
applicable tax rates and tax laws that have been
Statutory Reports
The Company has elected to account for its equity
enacted or substantively enacted.
investments in subsidiaries and joint ventures under
Ind AS 27 on Separate Financial Statements, at cost. The Company elected to exercise the option permitted
At the end of each reporting period the Company u/s.115BAA of the Income Tax Act,1961 as introduced
assesses whether there are indicators of diminution by the Taxation Laws (Amendment) Ordinance,2019.
in the value of its investments and provides for According the Company has recognised provision for
impairment loss, where necessary. . Income tax and re-measured its deferred tax assets
basis the rate prescribed in the said section. The
2.6.2 Financial liabilities are initially measured at fair value.
impact of this change has been recognised in the
Transaction costs that are directly attributable to the
previous financial year.
issue of financial liabilities are deducted from the fair
value of the financial liabilities on initial recognition. 2.7.2 Deferred tax:
After initial recognition, all financial liabilities (other Deferred tax is provided using the liability method
Financial Statements
than financial guarantee contracts and derivative on temporary differences between the tax bases of
instruments – see below) are subsequently measured assets and liabilities and their carrying amounts for
at amortised cost using the effective interest method. financial reporting purposes at the reporting date.
The Company has not designated any financial
Deferred tax assets are recognised for all deductible
liability as FVTPL.
temporary differences, the carry forward of unused
tax credits and any unused tax losses. Deferred tax
Notes to the Financial Statements
for the year ended 31 March 2021
(All amounts in ` crores)
assets are recognised to the extent that it is probable benefits available in the form of refunds from the plans
that taxable profit will be available against which the or reductions in future contributions to the plans).
deductible temporary differences, and the carry
The present value of the obligation is determined
forward of unused tax credits and unused tax losses
using the projected unit credit method, with actuarial
can be utilised, except when the deferred tax asset
valuations being carried out at the end of each year.
relating to the deductible temporary difference arises
from the initial recognition of an asset or liability in a Defined benefit costs are composed of:
transaction that is not a business combination and,
• service cost (including current service cost,
at the time of the transaction, affects neither the
past service cost, as well as gains and losses on
accounting profit nor taxable profit or loss.
curtailments and settlements);
The carrying amount of deferred tax assets is reviewed
• net interest expense or income; and
at the end of each reporting period and reduced to
the extent that it is no longer probable that sufficient • Re-measurement
taxable profits will be available to allow all or part of
The first two components are recognised in profit or
the asset to be utilised. Unrecognised deferred tax
loss. Re-measurement, comprising actuarial gains and
assets are re-assessed at each reporting date and are
losses, the effect of the changes to the asset ceiling
recognised to the extent that it has become probable
(if applicable) and the return on plan assets (excluding
that future taxable profits will allow the deferred tax
net interest), is reflected in the balance sheet and a
asset to be recovered.
charge or credit, (as the case may be), is recognised
Deferred tax liabilities and assets are measured at the in other comprehensive income. Re-measurement
tax rates that are expected to apply in the period in recognised in other comprehensive income is reflected
which the liability is settled or the asset realised, based in retained earnings. Past service cost is recognised in
on tax rates (and tax laws) that have been enacted or profit or loss in the period of a plan amendment. Net
substantively enacted. interest is calculated by applying the discount rate at
the beginning of the period to the net defined benefit
Deferred tax assets and deferred tax liabilities are
liability or asset.
offset if a legally enforceable right exists to set off
current tax assets against current tax liabilities and the The retirement benefit liability or asset recognised
deferred taxes relate to the same taxable entity and in the balance sheet represents the actual deficit or
the same taxation authority. surplus in the Company’s defined benefit plans. The
surplus is limited to the present value of economic
2.8 Employee benefits
benefits available in the form of refunds from the plans
2.8.1 Defined Contribution Plan: The Company makes or reductions in future contributions to the plans.
defined contribution to Government Employee
2.8.3 Short-term benefits: A liability is recognised for
Provident Fund, Government Employee Pension
benefits accruing to employees in respect of wages
Fund, Employee Deposit Linked Insurance and ESI,
and salaries, annual leave and other short term
which are recognised in the statement of profit and
benefits in the period the related service is rendered at
loss on accrual basis. The Company recognises
the undiscounted amount of the benefits expected to
contribution payable to the provident fund scheme as
be paid in exchange for that service.
an expenditure, when an employee renders the related
service. The Company has no obligation, other than Other long-term benefits: Liabilities recognised in
the contribution payable to the provident fund. respect of other long-term employee benefits are
measured at the present value of the estimated future
2.8.2 Retirement benefit costs and termination benefits:
cash outflows expected to be made by the Company
Payments to defined benefit plans are recognised
in respect of services provided by employees up to the
as expense when employees have rendered service
reporting date.
entitling them to the contributions.
2.9 Share based payment arrangements:
The Company determines the present value of the
Equity-settled share-based payments to employees
defined benefit obligation and fair value of plan assets
of the Company and employees of subsidiary
and recognises the net liability or asset in the balance
companies are measured at the fair value of the
sheet. The net liability or asset represents the deficit or
equity instruments at the grant date. Details regarding
surplus in the Company’s defined benefit plans. (The
the determination of the fair value of equity-settled
surplus is limited to the present value of economic
120 / 121
Notes to the Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
share-based transactions are set out in Note 34. The the shorter of the lease term and the estimated useful
fair value determined at the grant date of the equity- lives of the assets.
settled share-based payments to employees of the
The right of use assets are also subject to impairment.
Company is expensed on a straight-line basis over the
vesting period, based on the Company’s estimate of Lease liabilities :
equity instruments that will eventually vest, with a At the commencement date of the lease, the Company
corresponding increase in equity at the end of year. At recognises lease liabilities measured at the present
the end of each year, the Company revisits its estimate value of lease payments to be made over the lease
of the number of equity instruments expected to vest term. The lease payments include fixed payments
and recognises any impact in profit or loss, such that (including in substance fixed payments) less any lease
Strategic Review
the cumulative expense reflects the revised estimate, incentives receivable, variable lease payments that
with a corresponding adjustment to the equity-settled depend on an index or a rate, and amounts expected
employee benefits reserve. to be paid under residual value guarantees. The lease
payments also include the exercise price of a purchase
2.10 Leases
option reasonably certain to be exercised by the
Ind AS 116 Leases was notified by MCA on 30 March 2019
Company and payments of penalties for terminating
and it replaces Ind AS 17 Leases, including appendices
the lease, if the lease term reflects the Company
thereto. Ind AS 116 is effective for annual periods
exercising the option to terminate. Variable lease
beginning on or after 1 April 2019. Ind AS 116 sets
payments that do not depend on an index or a rate are
out the principles for the recognition, measurement,
recognised as expenses (unless they are incurred to
presentation and disclosure of leases and requires
produce inventories) in the period in which the event
lessees to account for all leases under a single on-
or condition that triggers the payment occurs.
balance sheet model similar to the accounting for
Responsible Business
finance leases under Ind AS 17. The standard includes In calculating the present value of lease payments,
two recognition exemptions for lessees – leases of the Company uses its incremental borrowing rate at
‘low-value’ assets (e.g., personal computers) and the lease commencement date because the interest
short-term leases (i.e., leases with a lease term of 12 rate implicit in the lease is not readily determinable.
months or less). After the commencement date, the amount of lease
liabilities is increased to reflect the accretion of interest
The Company assesses at contract inception whether
and reduced for the lease payments made. In addition,
a contract is or contains a lease. That is, of the contract
the carrying amount of lease liabilities is remeasured
conveys the right to control the use of an identified
if there is a modification, a change in the lease term,
asset for a period of time in exchange for consideration.
a change in the lease payments (e.g., changes to
Where the Company is the lessee: future payments resulting from a change in an index
The Company applies a single recognition and or rate used to determine such lease payments) or a
Statutory Reports
measurement approach for all leases, except for change in the assessment of an option to purchase the
short term leases and leases of low value assets. The underlying asset.
Company recognises lease liabilities to make lease
Short-term leases and leases of low-value assetsii)
payments and right of use assets representing the
right to use the underlying assets. The Company applies the short-term lease recognition
exemption to its short-term leases of machinery and
Right of use assets :
equipment (i.e., those leases that have a lease term of
The Company recognises right of use assets at the
12 months or less from the commencement date and
commencement date of the lease (i.e. the date the
do not contain a purchase option). It also applies the
underlying asset is available for use). Right of use
lease of low-value assets recognition exemption to
assets are measured at cost, less any accumulated
leases of office equipment that are considered to be
depreciation and impairment losses and adjusted
low value. Lease payments on short-term leases and
Financial Statements
classified as operating leases. Rental income arising the present obligation at the end of the reporting
is accounted for on a straight line basis over the lease period, taking into account the risks and uncertainties
terms. Initial direct costs incurred in negotiating and surrounding the obligation. When a provision is
arranging on operating lease are added to the carrying measured using the cash flows estimated to settle the
amount of the leased asset and recognised over present obligation, its carrying amount is the present
the lease term on the same basis as rental income. value of those cash flows.
Contingent rents are recognised as revenue in the
2.14 Cash and cash equivalents
period in which they are earned.
Cash and Cash Equivalents in the balance sheet and
Covid-19-Related Rent Concessions: for the purpose of cash flow statement comprise
The Ministry of Corporate Affairs vide notification cash in hand and cash at bank including fixed deposit
dated 24 July 2020, issued an amendment to Ind AS 116- with original maturity period of three months and
Leases, by inserting a practical expedient w.r.t. “Covid- short term highly liquid investments with an original
19-Related Rent Concessions” effective from the maturity of three months or less net of outstanding
period beginning on or after 01 April 2020. Pursuant to bank over drafts as they are considered an integral part
the above amendment, the Company has applied the of the Company’s cash management..
practical expedient by accounting the unconditional
2.15 Cash dividend and non-cash distribution to equity
rent concessions in “Other income” in the Statement of
holders
Profit and Loss. The details of the same are disclosed
The Company recognises a liability to make cash
in Note 27.3 of the financial statement.
or non-cash distributions to equity holders of the
2.11 Foreign Currency transactions Company when the distribution is authorised and
The Company’s financial statements are presented in the distribution is no longer at the discretion of
INR which is also its functional currency. Transactions the Company. As per the corporate laws in India, a
in currencies other than the Company’s functional distribution is authorised when it is approved by the
currency (foreign currencies) are recognised at the rates shareholders. A corresponding amount is recognised
of exchange prevailing at the dates of the transactions. directly in equity.
At the end of each reporting period, monetary items
Non-cash distributions are measured at the fair value
denominated in foreign currencies are retranslated at
of the assets to be distributed with fair value re-
the rates prevailing at that date. Exchange differences
measurement recognised directly in equity.
arising on settlement or translation of monetary items
are recognised in the profit or loss. Upon distribution of non-cash assets, any difference
between the carrying amount of the liability and the
2.12 Borrowing Costs
carrying amount of the assets distributed is recognised
Borrowing Cost includes interest and amortisation
in the statement of profit and loss.
of ancillary costs incurred in connection with the
arrangement of borrowings. 2.16 Earnings Per Share
Basic earnings per share are calculated by dividing the
Borrowing costs directly attributable to the acquisition,
net profit or loss for the period attributable to equity
construction or production of qualifying assets, as
shareholders by the weighted average number of equity
defined in Ind AS 23 are added to the cost of those
shares outstanding during the period. The weighted
assets, until such time as the assets are substantially
average number of equity shares outstanding during
ready for their intended use or sale.
the period and for all periods presented is adjusted
All other borrowing costs are recognised in profit or for events, such as bonus shares that have changed
loss in the period in which they are incurred the number of equity shares outstanding, without a
corresponding change in resources.
2.13 Provisions
Provisions are recognised when the Company has a For the purpose of calculating diluted earnings per
present obligation (legal or constructive) as a result share, the net profit or loss for the period attributable to
of a past event, it is probable that the Company will equity shareholders and the weighted average number
be required to settle the obligation, and a reliable of shares outstanding during the period is adjusted for
estimate can be made of the amount of the obligation. the effects of all dilutive potential equity shares.
122 / 123
Notes to the Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Strategic Review
from the date of grant.
future events, which are believed to be reasonable
under the circumstances. Actual results may differ Equity settled transactions
from these estimates. The estimates and underlying The Company initially measures the cost of equity-
assumptions are reviewed on an on-going basis. settled transactions with employees using a binomial
Revisions to accounting estimates are recognised model to determine the fair value of the liability
in the period in which the estimate is revised if the incurred. Estimating fair value for share-based
revision affects only that period or in the period of the payment transactions requires determination of the
revision and future periods if the revision affects both most appropriate valuation model, which is dependent
current and future periods. on the terms and conditions of the grant. This estimate
also requires determination of the most appropriate
The following are the critical judgements and
inputs to the valuation model including the expected
estimations that have been made by the management
life of the share option, volatility and dividend yield and
Responsible Business
in the process of applying the Company’s accounting
making assumptions about them.
policies and that have the most significant effect on
the amount recognised in the financial statements The assumptions and models used for estimating
and/or key sources of estimation uncertainty that may fair value for share-based payment transactions are
have a significant risk of causing a material adjustment disclosed in Note 34.
to the carrying amounts of assets and liabilities within
Taxes
the next financial year.
Current tax
Impairment of equity investment in a
Current income tax assets and liabilities are measured
subsidiary Company
at the amount expected to be recovered from or paid
The accumulated losses of Crossword Bookstores
to the taxation authorities.
Limited, a wholly owned subsidiary Company have
eroded its net worth. Crossword Bookstores Limited As stated in Note 26, tax expense is calculated using
Statutory Reports
continues to take steps to revamp its operations, (such applicable tax rates and tax laws that have been
as store right sizing, brand positioning, closing of loss enacted or substantively enacted.
making stores, etc), the gestation period to achieve the
In arriving at taxable profit and tax bases of assets
turnaround may be longer owing to the present Covid
and liabilities, the Company recognised taxability of
situation. Based on the business valuation obtained
amounts in accordance with tax enactments, case
by the Company and Management estimate Company
law and opinions of tax counsel, as relevant. Where
has recorded an impairment loss during the current
differences arise on tax assessment, these are booked
financial year and the same has been disclosed as
in the period in which they are agreed or on final
exceptional items (refer note 31 for detailed disclosures)
closure of assessment.
Share based payment
Deferred tax
The Company has a share option scheme for certain
Deferred tax is provided using the liability method on
Financial Statements
Deferred assets are recognised for unused tax losses resulting in such award credits is allocated between
to the extent that it is probable that taxable profit will the goods supplied and the award credits granted.
be available against which the losses can be utilised. The consideration allocated to the award credits is
Significant management judgement is required to measured by reference to fair value from the standpoint
determine the amount of deferred tax assets that of the holder and revenue is deferred. The Company at
can be recognised, based upon the likely timing and the end of each reporting period estimates the number
the level of future taxable profits together with future of points redeemed and that it expects will be further
tax planning strategies. Further details on taxes are redeemed, based on empirical data of redemption /
disclosed in Note 26. lapses, and revenue is accordingly recognised.
The carrying amount of deferred tax assets is reviewed Service tax on renting of immovable
at each reporting date and reduced to the extent that properties given for commercial use
it is no longer probable that sufficient taxable profit As stated in Note 30, the Company has challenged
will be available to allow all or part of the deferred tax the retrospective levy of service tax on renting of
assets to be utilised. immovable properties given for commercial use and
pending the final disposal of the matter, which is
Deferred tax assets and liabilities are measured at the
presently before the Supreme Court, the Company
tax rates that are expected to apply in the year when
continues not to provide for the retrospective levy.
the asset is realised, or the liability is settled, based
on tax rates (and tax laws) that have been enacted or Inventories
substantively enacted at the reporting date. An inventory provision is recognised for cases where
the realisable value is estimated to be lower than the
Useful lives of property, plant and equipment
inventory carrying value. The inventory provision is
and intangible assets
estimated taking into account various factors, including
The Company reviews the estimated useful lives of
prevailing sales prices of inventory item, the seasonality
property, plant and equipment and intangible assets at
of the item’s sales profile and losses associated with
the end of each reporting period.
obsolete / slow-moving inventory items.
In F.Y.2019-20, effective 1 Jan 2020, the Company has
Employee Benefits
reviewed the estimated economic useful lives of all
Provision for employee benefits in the nature of gratuity
components within the broad category of Leasehold
and unpaid leave balance is estimated on actuarial
improvements and Electrical Equipments of its property,
basis using a number of assumptions which include
plant and equipment, based on the combination of
assumptions for discount rate, future salary increases,
evaluation conducted by an independent consultants
mortality rates, attrition rates for employees, return on
and management estimate. The impact of the same on
planned assets etc. Any changes in these assumptions
current financial year is disclosed in note 3(iv)
will impact the carrying amount of these provisions.
The Company at the end of each reporting period, Key assumptions are disclosed in Note 35.
based on external and internal sources of information,
Leases:
assesses indicators and mitigating factors of whether
The Company applied Ind AS 116 Leases for the
a store (cash generating unit) may have suffered an
first time. The nature and effect of the changes as a
impairment loss. If it is determined that an impairment
result of adoption of this new accounting standard is
loss has been suffered, it is recognised in profit or loss.
described below.
Point award schemes
Ind AS 116 Leases – Estimating the lease term
Customer award credits having a predetermined life
The Company adopted Ind AS 116 using the modified
are granted to customers when they make purchases.
retrospective -2A method of adoption, with the date
The fair value of the consideration on sale of goods
of initial application on 1 April 2019. The comparative
124 / 125
Notes to the Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
figures are not restated and the cumulative effect of reasonably certain to exercise the option to renew or
initially applying the standard is recognised as an terminate the lease. It considers all relevant factors that
adjustment to the opening balance of retained earnings create an economic incentive for it to exercise either
(or other component of equity, as appropriate) at the the renewal or termination. After the commencement
date of initial application. The Company also elected date, the Company reassesses the lease term if there
to use the recognition exemptions for lease contracts is a significant event or change in circumstances that
that, at the commencement date, have a lease term of is within its control and affects its ability to exercise or
12 months or less and do not contain a purchase option not to exercise the option to renew or to terminate.
(short-term leases), and lease contracts for which the
Please refer Note 27 for detail disclosures on leases.
underlying asset is of low value (low-value assets).
Strategic Review
Leases - Estimating the incremental borrowing
The Company determines the lease term as the
rate
non-cancellable term of the lease, together with any
The Company cannot readily determine the interest rate
periods covered by an option to extend the lease if it
implicit in the lease, therefore, it uses its incremental
is reasonably certain to be exercised, or any periods
borrowing rate (IBR) to measure lease liabilities. The
covered by an option to terminate the lease, if it is
IBR is the rate of interest that the Company would
reasonably certain not to be exercised.
have to pay to borrow over a similar term, and with a
The Company has several lease contracts that include similar security, the funds necessary to obtain an asset
extension and termination options. The Company of a similar value to the right-of-use asset in a similar
applies judgement in evaluating whether it is economic environment.
Responsible Business
Statutory Reports
Financial Statements
3. Property, Plant and Equipment and Intangible Assets
(All amounts in ` Crores)
Air Furniture,
Total
Leasehold conditioning fixtures Office
Computers Vehicles Total PPE Trademarks Software Intangible
improvements and other and other Equipments
assets
126 / 127
equipments fittings
Cost
As at 31 March 2019 262.46 255.14 256.11 19.87 75.50 1.23 870.31 1.27 119.11 120.38
Additions 54.32 44.23 65.28 6.95 9.83 0.16 180.77 0.10 10.65 10.75
Disposal (12.33) (11.86) (8.34) (0.22) (3.10) (0.66) (36.51) - - -
As at 31 March 2020 304.45 287.51 313.05 26.60 82.23 0.73 1,014.57 1.37 129.76 131.13
Additions 15.17 8.43 22.78 0.90 12.54 - 59.82 0.14 57.61 57.75
Disposal (19.91) (15.85) (14.25) (0.74) (7.65) (0.73) (59.13) - (11.87) (11.87)
for the year ended 31 March 2021
As at 31 March 2021 299.71 280.09 321.58 26.76 87.12 (0.00) 1,015.26 1.51 175.51 177.02
Depreciation and Amortisation
As at 31 March 2019 (81.23) (83.48) (116.49) (11.17) (41.84) (0.59) (334.80) (0.76) (60.29) (61.05)
Depreciation and amortisation (85.34) (69.85) (41.28) (3.87) (12.67) (0.12) (213.13) (0.09) (19.01) (19.10)
expense for the year (Refer Note iv)
Disposal 12.05 11.53 7.93 0.20 3.05 0.31 35.07 - - -
As at 31 March 2020 (154.52) (141.80) (149.84) (14.84) (51.46) (0.40) (512.86) (0.86) (79.30) (80.16)
Depreciation and amortisation (52.36) (39.23) (33.44) (3.51) (12.01) (0.37) (140.92) (0.10) (26.86) (26.94)
expense for the year
Disposal 19.76 15.85 13.34 0.59 7.53 0.73 57.80 - 11.87 11.87
Notes to the Financial Statements
As at 31 March 2021 (187.12) (165.18) (169.94) (17.76) (55.94) (0.04) (595.98) (0.96) (94.29) (95.25)
Net Book Value
As at 31 March 2020 149.93 145.71 163.21 11.76 30.77 0.33 501.71 0.51 50.46 50.97
As at 31 March 2021 112.59 114.91 151.64 9.00 31.18 (0.04) 419.28 0.55 81.21 81.77
Note :
i) Movable assets have been pledged to secure borrowings of the Company (Refer Note 15)
ii) Depreciation for the year includes accelerated amounts aggregating to ` 9.01 Crores (2020: ` 52.46 Crores) on account of change in estimate of useful lives of
property, plant & equipment resulting from store closures/shifting premises.
iii) During the year, the Company has capitalised the following expenses to cost of Property, plant and equipement
As at As at
31 March 2021 31 March 2020
Employee Costs 10.32 10.57
Travelling - 0.05
Consultancy 3.07 8.33
Miscellanous expenditure - 0.99
Total 13.39 19.94
iv) Effective 1 Jan 2020, the Company has reviewed the estimated economic useful lives of all components within the broad category of Leasehold improvements
and Electrical Equipments of its property, plant and equipment, based on the combination of evaluation conducted by an independent consultants and
management estimate (Refer Note 2.5)
Notes to the Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Strategic Review
Cost or deemed cost
Opening 10.03 30.54
Additions 52.72 130.48
Capitalisation (59.82) (150.99)
2.93 10.03
Intangible assets under development
Opening 34.23 4.53
Additions 23.06 40.64
Capitalisation (57.29) (10.94)
- 34.23
Responsible Business
As at As at
31 March 2021 31 March 2020
a. Unquoted (at cost unless otherwise stated)
Investments in equity instruments
i) In subsidiary companies
Shoppers’ Stop Services (India) Limited
50,000 ( 2020 : 50,000) Equity Shares of ` 10/- each Fully Paid 0.05 0.05
Less: Impairment in value (0.05) (0.05)
- -
Upasna Trading Limited
5,000 ( 2020 : 5,000) Equity Shares of ` 100/- each Fully Paid 0.05 0.05
Less: Impairment in value (0.05) (0.05)
- -
Statutory Reports
Shoppers’ Stop.com (India) Limited
50,000 (2020 : 50,000) Equity shares of ` 10/- each Fully Paid 0.05 0.05
Less: Impairment in value (0.05) (0.05)
- -
Gateway Multichannel Retail (India) Limited
50,000 (2020 : 50,000) Equity shares of ` 10/- each Fully Paid 0.05 0.05
Less: Impairment in value (0.05) (0.05)
- -
Crossword Bookstores Limited
1,35,62,500 (2020: 1,35,62,500) Equity shares of ` 10/- each Fully Paid 35.06 35.06
Less: Impairment in value (Refer Note 31) (35.06) (20.00)
- 15.06
ii) Other investments
Financial Statements
As at As at
31 March 2021 31 March 2020
Aesthetic Realtors Private Limited
66 (2020: 66) Equity Shares of ` 10/- each Fully Paid 0.00 0.00
Less: Impairment in value (0.00) (0.00)
- -
iii) Deemed equity investments in*:
Crossword Bookstores Limited 0.09 0.09
Being share options to employees of subsidiary companies
Total (A) 0.10 15.17
b. Quoted (fair value through Other Comprehensive Income)
Investments in equity instruments
Future Retail Limited - 248.64
Nil (2020 : 46,30,115) equity shares of ` 2/- each Fully paid
Less: Provision for diminution in the value of investment - 212.18
- 36.46
Total (B) - 36.46
Total (A) + (B) 0.10 51.63
Aggregate amount of impairment in value of unquoted equity investments 35.26 20.20
4. Investments - Current
As at As at
31 March 2021 31 March 2020
Investments in mutual funds
Unquoted (At fair value through Profit and Loss)
SBI Mutual Fund 24.46 43.02
73,691.201 (2020 : 1,33,427.655 ) units in Overnight fund - Regular Growth
Axis Mutual Fund 23.64 34.00
217,582.807 (2020 : 3,22,382.475 ) units in Overnight fund - Regular Growth
Kotak Mutual Fund - 34.01
Nil ( 2020 : 3,19,283.89 ) units in Overnight fund - Regular Plan Growth
ICICI Prudential Mutual Fund 15.26 -
1,378,658.027 (2020 : Nil) units in Overnight Fund -Regular Growth
Aditya Birla Sun Life Mutual Fund 19.67 -
177,230.161 (2020 : Nil ) units in Overnight fund - Regular Growth
Nippon India Mutual Fund 24.07 -
2,183,173.296 (2020 : Nil ) units in Overnight fund - Regular Growth
UTI Mutual Fund 20.68 -
74,017.219 (2020 : Nil ) units in Overnight fund - Regular Growth
Total (A) 127.78 111.03
Quoted (At fair value through Profit and Loss)
HDFC Mutual Fund - 43.01
Nil ( 2020:1,45,541.385) units in Overnight fund - Regular Growth
Total (A) - 43.01
Total (A) + Total (B) 127.78 154.04
Aggregate value of quoted investment - 79.47
Aggregate value of unquoted investment 127.88 126.20
Aggregate amount of impairment in value of investments 35.26 20.20
Aggregate amount of increase/(decrease) due to change in fair value of investments - (212.18)
128 / 129
Notes to the Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
5. Loans
As at As at
31 March 2021 31 March 2020
Non-current (Unsecured)
Loans to subsidiairy companies (Refer Note 38)
- Considered good 26.54 18.88
- Considered credit impaired 30.63 23.29
57.17 42.17
Less:Impairment Allowance (allowance for bad and doubtful debts)
- Considered credit impaired (Refer Note 31) 30.63 23.29
26.54 18.88
Strategic Review
5.1 The above loans are given for general corporate and business purposes. They are interest bearing and repayable on
demand. The loans are carried at amortised cost.
5.2 These financial assets have been pledged to secured borrowings of the Company (Refer Note 15)
5.3 Disclosure as per Regulations 34(3) of the SEBI (Listing obligations and Disclosure Requirements) Regulations,2015 and
section 186 of the Companies Act,2013
Responsible Business
Bookstores Limited on demand (2020: 9.00%)
Shoppers’ Stop.com Interest rate 9.00% p.a.; payable 0.20 0.20 0.20 0.20
(India) Limited on demand (2020: 9.00%)
Gateway Multichannel Payable on demand 23.31 23.31 23.31 23.31
Retail (India) Limited
b) Refer Note 36.1 for details of Company’s Subsidiaries at the end of the reporting year.
Statutory Reports
(unsecured)
Non-current
Premises and other deposits
- Considered good 106.82 78.28
- Considered doubtful 5.42 5.27
112.24 83.55
Less:Impairment Allowance (allowance for bad and doubtful debts) 5.42 5.27
106.82 78.28
Current
Advances to employees 0.72 0.89
Advances to subsidiary companies (refer Note 38) 0.02 0.02
Premises and other deposits (unsecured,considered good) 46.21 66.87
Financial Statements
Other receivables
- Considered good 4.69 2.09
- Considered credit impaired 3.45 3.45
8.14 5.54
Less:Impairment Allowance (allowance for bad and doubtful debts)
- Considered credit impaired 3.45 3.45
4.69 2.09
51.64 69.87
Notes to the Financial Statements
for the year ended 31 March 2021
(All amounts in ` crores)
6.2 These have been pledged to secure borrowings of the Company (Refer Note 15)
8. Other assets
As at As at
31 March 2021 31 March 2020
(Unsecured, considered good )
Non-current
Capital Advances 3.14 17.02
Service tax deposited under protest (Note 30) 35.41 35.41
Advance Income tax (Net of provision) 16.98 26.91
55.53 79.34
Current
Recoverables - Statutory dues 204.65 145.44
Advance for Goods & Services
- Considered good 19.46 18.38
- Considered doubtful 6.39 4.60
25.85 22.98
Less:Impairment Allowance (allowance for bad and doubtful debts)
- Considered credit impaired 6.39 4.60
19.46 18.38
Prepaid Expenses 1.92 2.02
Other assets
- Considered good - 0.27
- Considered doubtful 2.36 2.36
2.36 2.63
Less:Impairment Allowance (allowance for bad and doubtful debts)
- Considered credit impaired 2.36 2.36
- 0.27
226.03 166.11
130 / 131
Notes to the Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
9. Inventories
As at As at
31 March 2021 31 March 2020
(At lower of cost and Net realisable value)
Stock-in-trade: Retail merchandise 847.19 1,223.92
9.1 Inventories have been pledged as security for borrowings. (Refer Note 15)
9.2 The mode of valuation of inventories has been stated in Note 2.4
Strategic Review
As at As at
31 March 2021 31 March 2020
(Unsecured)
Considered good 34.79 35.08
Considered credit impaired 0.72 0.72
35.51 35.80
Less:Impairment Allowance (allowance for bad and doubtful debts)
Considered credit impaired (0.72) (0.72)
34.79 35.08
10.2 These financial assets have been pledged to secure borrowings of the Company (Refer Note 15)
Responsible Business
10.3 No trade or other receivables are due from directors or other officers of the Company either severally or jointly with
any other persons.
10.4 For terms and conditions relating to related party receivables, Refer Note No 38
10.5 Trade receivables are non interest bearing and are generally on terms of 30 to 120 days.
Statutory Reports
11.1 These financial assets have been pledged as secure borrowings ( Refer Note 15)
11.2 S
hort-term deposits are made for varying periods of between one day and three months, depending on the immediate
cash requirements of the Company, and earn interest at the respective short-term deposit rates.
11.3 For the purpose of Statement of cash flow,Cash and cash equivalents comprise the followings:
As at As at
31 March 2021 31 March 2020
Balance with banks in current accounts 9.90 0.44
Cash on hand 2.44 0.53
12.34 0.97
Less : Bank overdraft / Cash credit (Refer Note 15) (0.10) (133.35)
12.24 (132.38)
Financial Statements
As at As at
31 March 2021 31 March 2020
Name of the Shareholder
Shares held Shares held Shares held Shares held
(Nos) (%) (Nos) (%)
Palm Shelter Estate Development LLP 89,59,058 8.19% 84,71,534 9.63%
Anbee Construction LLP 1,32,31,919 12.10% 1,03,86,401 11.80%
Cape Trading LLP 1,32,31,919 12.10% 1,03,86,401 11.80%
Aditya Birla Sun Life Trustee Private Limited 76,24,513 6.97% 62,25,597 7.08%
Raghukool Estate Development LLP 89,59,060 8.19% 55,93,300 6.36%
Capstan Trading LLP 89,59,060 8.19% 70,32,417 7.99%
Casa Maria Properties LLP 89,59,060 8.19% 70,32,417 7.99%
The Company has one class of equity shares having a par value of ` 5 per share. Each equity shareholder is eligible
for one vote per share held. Each equity shareholder is entitled to dividends as and when the Company declares and
pays dividend after obtaining shareholders’ approval. In the event of liquidation of the company, the holders of equity
shares will be entitled to receive the remaining assets of the company, after distribution of all preferential amounts.
The distribution will be in proportion to the number of equity shares held by the shareholders.
13.6 The Company has issued and allotted Nil (2020 : Nil ) number of shares under Share options schemes to certain
employees- Refer Note 34
The Board of Directors of the Company on 16 October 2020 approved the offer and issuance of equity shares of
the Company by way of rights issue to the shareholders of the Company. The Rights issue Committee of Board of
Directors at its meeting held on 17 December 2020, inter-alia, considered and approved allotment of 2,13,68,982 Rights
Equity Shares of face value ` 5 each at a price of ` 140 per Rights Equity Share, to the eligible equity shareholders of the
Company as on record date for an amount aggregating to ` 299.17 crores. Funds received pursuant to allotment are
being utilised towards the objects stated in the Letter of Offer.
132 / 133
Notes to the Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Strategic Review
only in accordance with the provisions of the Companies Act 2013.
15. Borrowings
As at As at
31 March 2021 31 March 2020
Responsible Business
Non-current
Term Loans (Secured) from banks 150.00 -
Less : Current maturities (Refer Note 17) 56.25 -
93.75 -
15.1 Term Loans are secured by First Pari Passu charge on entire Current Assets including Stocks & Books debts, the entire
movable fixed assets, Lease deposit excluding exclusive lien on lease Deposit to the extent of ` 26.62 Crores by Axis
Bank Ltd, Escrow Account of debit card and credit card receivables.
Statutory Reports
8 Aug 2021 to 8 May 2023
IDFC First Bank 9.50% (2020: Nil) Repayable in 8 equal quarterly installments from 75.00 -
30 Sep 2021 to 30 Jun 2023
Current maturities of
long-term borrowings
HDFC Bank 8.45% (2020: Nil) Repayable in 8 equal quarterly installments from 28.13 -
8 Aug 2021 to 8 May 2023
IDFC First Bank 9.50% (2020: Nil) Repayable in 8 equal quarterly installments from 28.12 -
30 Sep 2021 to 30 Jun 2023
15A Current
Financial Statements
As at As at
31 March 2021 31 March 2020
From banks
- Secured 0.09 123.70
0.09 123.70
Notes to the Financial Statements
for the year ended 31 March 2021
(All amounts in ` crores)
15.A1 Loans are secured by a first pari passu charge on stock,book debts, hypothecation charge on credit card/debit card
receivables (Escrow account) and all the movable fixed assets of the Company, both present & future except ICICI
Bank loan which is secured by first pari passu charge on the current assets and all the movable fixed assets of the
company both present & future excluding leasehold rights,lease deposits & Shoppers Stop brands.
16.1 There are no micro, small and medium enterprises, to whom the Company owes dues which are outstanding for
more than 45 days during the year except stated in Note 16.1.b. This information as required to be disclosed under the
Micro,small and Medium Enterprise Development Act,2006 has been determined to the extent such parties have been
identified on the basis of information available with the Company.
As at As at
31 March 2021 31 March 2020
a) The principal amount and the interest due thereon remaining unpaid to any supplier as 21.27 3.59
at the end of each accounting year
b) The amount of interest paid by the buyer in terms of section 16 of the Micro and Small 0.08 -
enterprise Development Act, 2006, along with the amounts of the payment made to
the supplier beyond the appointed day during each accounting year.
c) The amount of interest due and payable for the period of delay in making payment - -
(which have been paid but beyond the appointed day during the year) but without adding
the interest specified under Micro and Small Enterprise Development Act, 2006.
d) The amount of interest accrued and remaining unpaid at the end of each accounting - -
year;
e) The amount of further interest remaining due and payable even in the succeeding years, - -
until such date when the interest dues as above are actually paid to the small enterprise
for the purpose of disallowance as a deductible expenditure under section 23 of the
Micro and Small Enterprise Development Act, 2006.
134 / 135
Notes to the Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
18. Provisions
As at As at
31 March 2021 31 March 2020
Provision for employee benefits:
Gratuity ( Refer Note 35(2)(d) ) 2.30 4.49
Leave encashment 3.87 6.28
6.17 10.77
Strategic Review
Statutory liabilities 64.46 59.61
Award schemes and gift vouchers 77.06 94.88
Others 5.03 5.34
146.55 159.83
Responsible Business
Facility management fees 3.97 22.26
Gift vouchers lapsed 8.66 14.13
Income from store displays and sponsorship 0.12 0.35
Direct marketing 2.90 8.01
99.22 275.88
1,725.09 3,380.98
Statutory Reports
Sale of goods 1,625.87 3,105.10
Net proceeds from SOR 63.55 170.86
Net income from concessionaire & consignment model 20.02 60.27
Other operating income 15.65 44.75
Total revenue from contracts with customers 1,725.09 3,380.98
India 1,725.09 3,380.98
Outside India - -
*Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.
20.3 Reconciling the amount of revenue recognised in the statement of profit and loss with the contracted price.
For details of share options granted by the Company to the certain employees, Refer Note 34
136 / 137
Notes to the Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Strategic Review
Allowances for bad and doubtful financial assets* 0.15 1.52
Loss on sale of property, plant and equipment (net) - 0.55
Foreign exchange gain / loss (net) 0.01 (0.25)
Corporate Social Responsibility expenses 0.30 0.85
Miscellaneous expenses 41.92 61.89
349.18 542.01
Responsible Business
i) Audit fees 0.59 0.59
ii) Other matters ** 0.54 0.04
iii) Out of pocket expenses 0.01 0.04
** ` 0.50 crores paid towards right issue certification work adjusted against share premium account
25.2 E xpenditure related to corporate social responsibility as per Section 135 of the Companies Act,2013 read with
schedule VIII thereof:
Statutory Reports
making of mypads
Livelihood creation for persons with disabilities (Employment linked training) - 0.31
Livelihood creation for young underprivileged women (Employment linked training) - 0.13
Promote sustainable fashion through reuse,recycle and reduce - 0.30
Promoting healthcare, empowering women employment,enhancing vocation skill - 0.11
for women
Total 0.30 0.85
** The Company has transferred unspent amount of ` 0.75 crores to a special bank account called as Unspent Corporate
Social Responsibility Account (UCSRA) within 30 days from the end of the financial year.
OCI section - Deferred tax related to items recognised in OCI during the year:
Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for 31 March 2021 and
31 March 2020:
For the year ended For the year ended
31 March 2021 31 March 2020
Accounting Profit before income tax (before exceptional item) (354.93) (70.66)
Income tax expense calculated at 25.17% (2020 :25.17%) (89.34) (17.79)
Effect of expenses that are not deductible in determining taxable profit
Corporate social responsibility expenses 0.08 0.21
Interest disallowances u/s.14A 0.32 0.73
Loss/ (profit) on sale of Fixed assets (0.08) -
Impairment provision on investments in Crossword Bookstores Limited 5.64 -
Adjustments in respect of current income tax of previous year
Adjustments in respect of current income tax of previous year (1.48) -
Deferred tax reversal on opening balance on account of change in - 8.95
income tax rate
Others
Deferred tax reversal on reserves created on IND-AS 116 Transition (Note 26.2) - 77.45
Deferred tax reversal on impairment provision on investment in 5.03 -
Crossword Bookstores Limited
Others 0.12 0.73
Income tax expense recognised in profit or loss (79.71) 70.28
26.1 In the absence of reasonable certainty, the Company has not recognised deferred tax assets (DTA) on mark to market
loss on equity shares of Future Retail Ltd.
26.2 The Company elected to exercise the option permitted under section 115BAA of the Income Tax Act, 1961 as introduced
by Taxation Laws (Amendment) Ordinance,2019. Accordingly, the Company has recognised Provision for Income Tax
and re-measured its Deferred tax assets basis the rate prescribed in the said section. The impact of this change has
been recognised during the year ended 31 March 2020.
27. Ind AS 116 Leases was notified by MCA on 30 March 2019 and it replaces Ind AS 17 Leases, including appendices
thereto. Ind AS 116 is effective for annual periods beginning on or after 1 April 2019. Ind AS 116 sets out the principles
for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases
under a single on-balance sheet model similar to the accounting for finance leases under Ind AS 17. The standard
includes two recognition exemptions for lessees – leases of ‘low-value’ assets (e.g., personal computers) and short-
term leases (i.e., leases with a lease term of 12 months or less).
At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease liability)
and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset).
Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense
on the right-of-use asset. Lessees will be also required to remeasure the lease liability upon the occurrence of certain
events (e.g., a change in the lease term, a change in future lease payments resulting from a change in an index or rate
used to determine those payments). The lessee will generally recognise the amount of the re-measurement of the
lease liability as an adjustment to the right-of-use asset.Lessor accounting under Ind AS 116 is substantially unchanged
from today’s accounting under Ind AS 17. Lessors will continue to classify all leases using the same classification
principle as in Ind AS 17 and distinguish between two types of leases: operating and finance leases.
138 / 139
Notes to the Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
The Company has lease contracts for offices, store premises and warehouses used in its operations which has
lease terms between 3 and 24 years. The Company’s obligations under its leases are secured by the lessor’s title to
the leased assets.
The Company also has certain leases of offices, store premises and warehouses with lease terms of 12 months or less
and with low value. The Company applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions
for these leases.
The Company has adopted modified retrospective approach as per para C8 (C) (i) of IND-AS 116, Leases to its leases
effective from accounting period beginning from 1 April 2019. This has resulted in recognizing a Right of Use assets of
` 1,145.76 Crores and Lease Liability of ` 1,940.73 Crores as on 1 April 2019 and difference between Right of Use Assets
and Lease Liability amt.to ` 517.17 Crores (net of deferred tax of ` 277.80 Crores) has been adjusted in retained earnings.
Strategic Review
27.1 Set out below are the carrying amounts of right-of-use assets recognised and the movements during the year:
27.2 Set out below are the carrying amounts of lease liabilities and the movements during the year:
Responsible Business
Additions 30.02 324.30
Finance Charge 186.92 187.84
Modifications 42.71 (29.95)
Others 0.96 13.56
Repayment (242.70) (368.73)
Lease waivers (174.09) -
Balance at the end of the year 1,911.57 2,067.75
Current 216.56 12.21
Non-current 1,695.02 2,055.54
The effective interest rate for lease liabilities is 8.50% as on 31 March 2021 (8.50 % as on 31 March 2020)
Statutory Reports
27.3 Covid-19-Related Rent Concessions :
As described in Note 2.10 on Leases, the Ministry of Corporate Affairs vide notification dated 24 July 2020 issued
an amendment to Ind AS 116- Leases, by inserting a practical expedient w.r.t. Covid-19 Related Rent Concessions
effective ftrom the period beginning on or after 1 April 2020.
Many lessors have provided rent concessions to the Company as a result of the Covid-19 pandemic. Rent concession
include rent holidays or rent reductions for a period of time. The amendment is to provide lessees that have been
granted Covid-19 related rent concessions with practical relief, while still providing useful information about leases to
users of the financial statements.
As a practical expedient, the Company elected not to assess a Covid-19 related rent concession from a lessor as a
lease modification. and change in lease payments resulting from the Covid-19 related rent concession the same way
it would account for the change under Ind AS 116, if the change were not a lease modification. The practical expedient
Financial Statements
applies only to rent concessions occurring as a direct consequence of the Covid-19 pandemic.
Pursuant to the above amendment, the Company has applied the practical expedient by accounting the unconditional
rent concessions in Other income in the Statement of Profit and Loss as under:
27.5 The following provides information on the Company’s variable Lease payments including the magnitude in relation
to fixed payments
The Company has several lease contracts that include extension and termination options. These options are negotiated
by management to provide flexibility in managing the leased-asset portfolio and align with the Company’s business
needs. Management exercises significant judgement in determining whether these extension and termination options are
reasonably certain to be exercised.
27.6 Set out below are the future minimum lease rentals payments in respect of lease for offices, store premises and
warehouses are as follows:
As at As at
Particulars
31 March 2021 31 March 2020
Within one year 385.73 426.97
After one year but not more than five years 1,470.47 1,449.88
More than five years 1,057.23 1,639.15
Grand Total 2,913.43 3,516.00
Diluted EPS amounts are calculated by dividing the loss attributable to equity holders of the Company by the weighted
average number of equity shares outstanding during the year plus the weighted average number of equity shares that
would be issued on conversion of all the dilutive potential equity shares into equity shares.
The following reflects the income and share data used in the basic and diluted EPS computations:
As at As at
Particulars
31 March 2021 31 March 2020
(a) Profit attributable to equity share holders (` In Crores) (275.22) (140.94)
(b) Weighted Number of equity shares outstanding during the year 9,41,37,169 8,79,89,928
(c) Weighted Number of equity shares outstanding during the year after adjustment for 9,41,37,169 8,79,89,928
dilution
(d) Nominal value per share (`) 5 5
(e) EPS:
Basic (`) (29.24) (16.02)
Diluted (`) (29.24) (16.02)
Weighted Average number of Equity shares for basic EPS 9,41,37,169 8,79,89,928
Effect of dilution :
Share options * *
Weighted average number of Equity shares adjusted for the effect of dilution 9,41,37,169 8,79,89,928
140 / 141
Notes to the Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Update in FY 20-21 : The IT department has passed order directing the company to pay tax
w.r.t.TDS for A.Y.14-15, AY 2015-16 & AY 2016-17 amounting to ` 112.17 crores on account of
non deduction on contract manufacturing goods in line with earlier years. The Company has
Strategic Review
filed appeals for all years before the higher authorities.
The Company has received favourable order from CIT(A) for AY 2012-13 for ` 23.41 crores on
the same matter and hence, The Company is confident of getting relief for all the other years
viz AY 2013-14 to AY 2018-19 hence no provision on the same has been made and the same
is disclosed under contingent liabilities as on 31 March 2021.
Further, the Company has also filed an appeals to higher authorities against disallowances
of Section 14A and other matters amounting to ` 1.79 crores .The Company has received
favourable order for A.Y.2014-15 for ` 3.18 crores towards disallowances of section 14A.
Further, the Company had filed VSV for A.Y.2009-10 towards penalty on service tax and
A.Y.2011-12 towards other matters aggregating to ` 2.06 crores and has achieved certainty.
* 2020 : The IT department has passed order directing the company to pay tax w.r.t.TDS for
A.Y.13-14 ` 25.93 crores on account of non deduction on contract manufacturing goods.
Responsible Business
The Company has also received similar orders in F.Y.2018-19 to pay tax w.r.t. TDS for A.Y.12-
13, A.Y.17-18 and A.Y.18-19 aggregating to amount of ` 109.61crores on account of non
deduction on contract manufacturing goods.
Further, the Company has also filed an appeals to higher authorities against disallowances
of Section 14A and other matters notional interests amounting to ` 21.11 Crores with
respect to Block assessment years AY 2013-14 to AY 2017-18 and AY 2018-19. The Company
is confident of getting relief at higher authorities as these issues are squarely covered in
favour of assessee’s own case for earlier years however the Company has already created a
provision of ` 14.06 Crores. Also, in case of AY 2013-14, AY 2014-15 and AY 2015-16, CIT(A)
has already granted relief in relation to appeal filed for the same disallowances as per the
original assessment order, of which the assessing officer has not taken cognizance of in the
Block assessment orders.
Indirect tax claims disputed by the Company relating to issues of applicability and
classification aggregating
Statutory Reports
- Service tax other than on rent (Refer Note 30 (i)) - 11.20
- Service tax on rent (Refer Note 30 (ii)) 16.60 16.60
- VAT/ Sales tax @ 5.37 -
- Customs Duty # 0.47 0.47
@ The demand is on account of disallowance of VAT set off due to J1-J2 mis-match or GSTR
1 Vs 3B (amount paid under protest ` 0.33 Crores). The Company has filed an appeal and
matter is still pending before Asst.Commissioner Commercial Tax.
# Aggrieved with the decision of custom department for demanding the payment of
SAD refund of ` 0.42 Crores the Company has filed an appeal before CESTAT. Futher, the
company has received demand order of ` 0.05 Crores on account of misclassification of
imported goods. Against the said order the Company has filed an appeal before CESTAT.
Both these matters are pending with CESTAT.
b) Other matters 0.25 0.25
Financial Statements
ii) Pursuant to levy of service tax on renting of immovable properties given for commercial use, retrospectively
with effect from 1 June 2007, the Company has challenged the said levy and, inter-alia, its retrospective
application based on a legal advice,. Pending the final disposal of the matter, which is presently before
the Supreme Court, the Company continues not to provide for the retrospective levy aggregating ` 16.60
Crores out of total demand of ` 35.41 Crores for the period 1st June 2007 to 31st March 2010 which has been
paid under protest.
The Company has made an aggregate deposit of ` 35.41 Crores in respect of the liability for such service tax.
There are no outstanding Forward Exchange Contracts entered into by the Company as at 31 March 2021.
142 / 143
Notes to the Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Strategic Review
the company on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry
neither rights to dividends nor voting rights. Options may be exercised with in four years from the date of grant, as per
vesting schedule.The share options vests based on a pre-determined vesting schedule from the date of grant.
The fair value of the share options is estimated at the grant date using a binomial option pricing model, taking into
account the terms and conditions upon which the share options are granted. However, the above performance
condition is only considered in determining the number of instruments that will ultimately vest.
The Contractual term of each option granted is three years. There are no cash settlement alternatives. The Company
does not have a past practice of cash settlement for these share options.
The following share-based payment arrangements were in existence during the current and prior years:
Responsible Business
Exercise Fair value at
Options series Number Grant date Expiry date
Price (`) grant date (`)
Granted on 8 June 2018 9,191 08.06.2018 07.06.2021 544.00 219.45
Granted on 8 June 2018 5,253 08.06.2018 08.06.2021 544.00 189.71
Granted on 27 July 2018 28,720 27.07.2018 27.07.2021 546.00 167.93
Granted on 28 January2019 17,210 28.01.2019 28.01.2022 514.00 160.20
Granted on 30 April 2019 10,684 30.04.2019 29.04.2021 468.00 137.41
Granted on 30 April 2019 24,197 30.04.2019 30.04.2022 468.00 139.39
Granted on 30 July 2019 21,582 30.07.2019 30.07.2022 387.00 110.22
Granted on 30 Jan 2020 26,452 30.01.2020 31.01.2023 383.00 135.80
Granted on 10 July 2020 2,03,097 10.07.2020 10.07.2021 174.00 45.27
Granted on 13 August 2020 8,485 13.08.2020 13.08.2021 165.00 43.97
Granted on 30 October 2020 43,718 30.10.2020 29.10.2023 171.00 50.59
Granted on 15 January 2021 41,436 15.01.2021 14.06.2024 181.00 73.79
Statutory Reports
Granted on 15 January 2021 54,509 15.01.2021 14.06.2026 181.00 86.16
Granted on 15 January 2021 3,45,114 15.01.2021 14.06.2026 192.00 82.06
All options vested based on the pre determined vesting schedule (i.e. three years) from the date of grant and expire after 12
months from the last date of vesting schedule, six months from the date of retirement or twelve months after the resignation
of the employee, whichever is the earlier.
Of the above outstanding share options 6,70,000 (2020: 1,24,294) shares are exercisable at the end of the respective years.
Options
Exercised Exercised Exercised Lapsed Surrender
granted Outstanding Outstanding
Year / (date of Grant) till in till in in
(net of 31.3.2020 31.3.2021
31.3.2019 2019-20 31.3.2020 2020-21 2020-21
lapsed)
2018-19 (08.06.2018) 9,191 - - - 9,191 9,191 - -
2018-19 (08.06.2018) 5,253 - - - 5,253 - 5,253 -
2018-19 (27.07.2018) 23,810 - - - 23,810 6,718 17,092 -
2018-19 (08.06.2018) 6,610 - - - 6,610 - 6,610 -
2019-20 (30.04.2019) 10,684 - - - 10,684 10,684 - -
2019-20 (30.04.2019) 20,712 - - - 20,712 7,835 12,877 -
2019-20 (30.07.2019) 21,582 - - - 21,582 - 21,582 -
2019-20 (30.01.2020) 26,452 - - - 26,452 - 26,452 -
2020-21 (10.07.2020) 2,03,097 - - - - 20,896 - 1,82,201
2020-21 (13.08.2020) 8,485 - - - - - - 8,485
2020-21 (30.10.2020) 43,718 - - - - 5,463 - 38,255
2020-21 (15.01.2021) 41,436 - - - - - - 41,436
2020-21 (15.01.2021) 54,509 - - - - - - 54,509
2020-21 (15.01.2021) 3,45,114 - - - - - - 3,45,114
- - 1,24,294 60,787 89,866 6,70,000
2020-21 2019-20
Date of grant 10.07.2020 13.08.2020 30.10.2020 15.01.2021 15.01.2021 15.01.2021 30.04.2019 30.04.2019 30.07.2019 30.01.2020
Number of option 2,03,097 8,485 43,718 41,436 54,509 3,45,114 10,684 20,712 21,582 26,452
granted
Contractual life 1 years 2 years 1 years 2.41 years 4.42 years 4.42 years 2 years 3 years 3 years 3 years
Vesting Schedule
(from the date of grant)
First Year 100% 100% 100% - 25% 25% - 30% 30% 30%
Second Year - - - - 50% 50% 100% 30% 30% 30%
Third Year - - - 100% 25% 25% - 40% 40% 40%
Method of settlement Equity Equity Equity Equity Equity Equity Equity Equity Equity Equity
Estimated Fair Values 45.27 43.97 50.59 73.79 86.16 82.06 137.41 139.39 110.22 135.80
(Arrived at by applying
Binomial Option
Pricing Model)
144 / 145
Notes to the Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
2020-21 2019-20
Model inputs 174 165 171 181 181 192 468 468 387 383
(share price at the
grant date) `
Exercise Price ` 174 165 171 181 181 192 468 468 387 383
Expected Volatility 42.84% 43.56% 41.25% 44.00% 39.00% 43.00% 33.08% 33.50% 33.01% 32.52%
Risk free rate of return 0.99% 1.05% 1.05% 1.00% 1.00% 1.00% 1.73% 1.73% 1.52% 1.52%
34.6 The weighted average contractual life of the options outstanding is 3.09 years
Strategic Review
35.1 Defined contribution plans
The Company operates defined contribution plan (Provident fund) for all qualifying employees of the Company.
The employees of the company are members of a retirement contribution plan operated by the government. The
Company is required to contribute a specified percentage of payroll cost to the retirement contribution scheme to
fund the benefits. The only obligation of the Company with respect to the plan is to make the specified contributions.
The Company’s contribution to Provident Fund aggregating ` 13.56 Crores (2020: ` 15.65 Crores) has been recognised
in the Statement of Profit and Loss under the head Employee Benefits Expense.
Responsible Business
Under the plan, the employees are entitled to a lump-sum amounting to 15 days’ final basic salary for each year of
completed service payable at the time of retirement / resignation provided the employee has completed 5 years of
continuous service.
a) The principal actuarial risks to which the Company is exposed are investment risk, interest rate risk, salary risk and
longeuity risk.
Investment risk The probability or likelihood of occurrence of losses relative to the expected return on any particular
investment.
Interest risk The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase
in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability.
Longevity risk The Company has used certain mortality and attrition assumptions in the valuation of the liability. The
Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.
Salary Risk The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan
Statutory Reports
participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of
increase in salary used to determine the present value of obligation will have a bearing on the plan's liability.
Demographic risk The Company has used certain mortality and attrition assumptions in the valuation of the liability. The
Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.
Regulatory risk Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act,1972 ( as amended
from time to time) . There is a risk of change in the regulations requiring higher gratuity payouts.
Asset liability The duration of liability is longer as compare to duration of assets, exposing the Company to market risk for
mismatching or volatilities / fall in the interest rate.
market risk
b) The principal assumptions used for the purposes of the actuarial valuations were as follows.
As at As at
Particulars
31 March 2021 31 March 2020
Financial Statements
c) Amount recognised in statement of profit and loss in respect of these defined benefit plan
For the year ended For the year ended
Particulars
31 March 2021 31 March 2020
Current service cost 2.31 2.37
Net interest cost 0.25 0.19
Components of defined benefits costs recognised in profit or loss. 2.56 2.56
Remeasurements on the net defined benefit liability :
- Return on plan assets, excluding amount included in interest 0.30 0.17
expense/(income)
- Actuarial (gain)/loss from change in demographic assumptions (0.09) (0.00)
- Actuarial (gain)/loss from change in financial assumptions (0.05) 1.44
- Actuarial (gain)/loss from change in experience adjustments 0.31 1.30
Total amount recognised in other comprehensive income 0.47 2.91
Total 3.03 5.47
d) The amount included in the balance sheet arising from Company’s obligation in respect of its defined benefit
plan is as follows:
As at As at
Particulars
31 March 2021 31 March 2020
Present value of funded defined benefit obligation 16.14 17.08
Fair value of plan assets 13.84 12.59
Net asset arising from defined benefit obligation 2.30 4.49
e) Movement in the present value of the defined benefit obligation are as follows:
For the year ended For the year ended
Particulars
31 March 2021 31 March 2020
Opening defined benefit obligation 17.08 14.05
Current service cost 2.31 2.37
Interest cost 0.96 0.99
Remeasurements (gains)/losses:
- Actuarial (gain)/loss from change in demographic assumptions (0.09) (0.00)
- Actuarial (gain)/loss from change in financial assumptions (0.05) 1.44
- Actuarial (gain)/loss from change in experience adjustments 0.31 1.30
Benefits paid (4.37) (3.07)
Closing defined benefit obligation 16.14 17.08
g) Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate,
expected salary increase, attrition rate and mortality.The sensitivity analysis below have been determined based
on reasonable possible changes of the assumptions occurring at the end of the years, while holding all other
assumptions constant.The results of sensitivity analysis is as follows:
Particulars 31 March 2021 31 March 2020
Defined benefit obligation (base) 16.14 17.08
146 / 147
Notes to the Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit
Strategic Review
obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the
assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has
been calculated using the projected unit credit method at the end of the years, which is the same as that applied in
calculating the defined benefit obligation asset recognised in the balance sheet.
There in no change in the method of valuation for the prior periods in preparing the sensitivity analysis. For change in
assumptions refer to Note 36.2b above.
Responsible Business
part of the policy rules, makes payment of all gratuity outgoes happening during the year (subject to sufficiency of
funds under the policy). The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the
duration of assets is shorter compared to the duration of liabilities. Thus, the Company is exposed to movement
in interest rate (in particular, the significant fall in interest rates, which should result in a increase in liability without
corresponding increase in the asset).
b) The Company expects to contribute ` 4.43 crores to its gratuity plan for the next year.
c) Weighted average duration of the defined benefit obligation is 6 years (based on discounted cashflows).
Statutory Reports
Expected cash flows over the next (valued on undiscounted basis): ` In Crores
1 year 2.49
2 to 5 years 8.27
6 to 10 years 6.27
More than 10 years 6.71
Financial Statements
Notes to the Financial Statements
for the year ended 31 March 2021
(All amounts in ` crores)
36. Subsidiaries
36.1 Details of the Company’s subsidiaries at the end of the years are as follows:
Proportion of ownership interest
Place of and voting rights held
Sr.
Name of subsidiary Principal activity incorporate
No As at As at
and operation
31 March 2021 31 March 2020
1 Crossword Bookstores Retailing in books and other allied items through India 100% 100%
Limited departmental stores operated by self or by
franchisees
2 Shoppers’ Stop Services The Company is non-operational India 100% 100%
(India) Limited
3 Upasna Trading Limited Supervising distribution and logistics operations India 100% 100%
(The Company is non-operational)
4 Shoppers’ Stop.com Retailing a variety of consumer products through India 100% 100%
(India) Limited online channel
5 Gateway Multichannel Catalogue retailing business (Discontinued India 100% 100%
Retail (India) Limited operations) (The Company is non-operational)
36.2 The company has given corporate guarantee to banks for loans taken by subsidiaries - Refer Note 29 (ii) (b).
The proceeds of the issue are utilised in accordance with the details set forth below :-
* For “General corporate purposes”, the Company has invested the proceeds in mutual fund and relied on the confirmation provided by
the lawyers to the Rights Issue that amount invested in mutual fund can be considered as amount spent towards objects of the issue as
per Letter of Offer.
148 / 149
Notes to the Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Strategic Review
Inorbit Malls (India) Private Limited*
K.Raheja Private Limited*,
Chalet Hotels Limited*
Magna Warehousing & Distribution Private Limited*
Juhu Beach Resorts Ltd.*,
Genext Hardware and Parks Private Limited *
(e) Entities in which other directors are Sanghavi Associates Ltd.,
directors / trustees
Trust for Retailers & Retailers Associates of India
Trrain Circle Private Limited
Trrain Foundation,
JW Marriott Sahar Mumbai unit of Chalet Hotels Pvt Ltd *
Responsible Business
Entities in which
Key
the directors are
Nature Subsidiaries Management Total
directors / trustees
Personnel
(refer (d and e above)
Trading transactions
Recovery of purchase cost (Discounts reimbursed by - - -
brands)
Shoppers Stop.Com (India) Limited -
(0.26)
Sale of Merchandise 14.09 - - 14.09
Shoppers Stop.Com (India) Limited 14.09 - - -
(4.52)
Statutory Reports
Loan to related parties
Loan Given 15.00 - - 15.00
(3.20)
Crossword Bookstores Limited 15.00 - -
(3.00)
Shoppers Stop.Com (India) Limited - - - -
(0.20) - - (0.20)
Compensation to key management personnel
Remuneration to managing director 1.79 1.79
(Paid to Mr.Rajiv Suri till 25 August 2020)
Short term benefits 1.74
Post employment benefits 0.05
Share based payments -
Financial Statements
- - (6.96) (6.96)
Remuneration to managing director 1.38 1.38
(Paid to Mr.Venu Nair w.e.f. 6 November 2020) - Refer Note 1
below
Short term benefits 1.27
Post employment benefits 0.05
Share based payments (41,436 equity share options) 0.06
- - - -
Remuneration to Company Secretary 0.52 0.52
(Paid to Mr.Bharat Sanghavi upto 15 January 2021)
Short term benefits - - 0.51
Notes to the Financial Statements
for the year ended 31 March 2021
(All amounts in ` crores)
Entities in which
Key
the directors are
Nature Subsidiaries Management Total
directors / trustees
Personnel
(refer (d and e above)
Post employment benefits - - 0.01
Share based payments - - -
(0.54) (0.54)
Remuneration to Company Secretary 0.14 0.14
(Paid to Mr.Vijay Gupta w.e.f. 16 January 2021)
Short term benefits - - 0.13
Post employment benefits - - 0.01
Share based payments - - -
- -
Remuneration to Chief Financial Officer 1.47 1.47
Short term benefits - - 1.29
Post employment benefits - - 0.07
Share based payments (57,804 equity share options) - - 0.11
(1.59)
Other related party transactions
Sale of Assets - - - -
Crossword Bookstores Ltd - - -
(0.03) - - (0.03)
Payment of Business conducting fees - 2.14 - 2.14
- (4.31) - (4.31)
Ivory Properties and Hotels Private Limited * - 2.14 - -
(4.31)
Payment of Variable Lease rent - 0.16 - 0.16
- (2.08) - (2.08)
Ivory Properties and Hotels Private Limited * -
(0.92)
Inorbit Malls (India) Private Limited * - 0.06 - -
- (1.05) - -
Chalet Hotels Pvt Ltd * (0.00)
-
Trion Properties Private Limited * - 0.11 - -
(0.11)
Repayment of lease liability - IND-AS 116 - 26.91 - 26.91
- (20.37) - (20.37)
Ivory Properties and Hotels Private Limited * 10.20
(9.28)
Inorbit Malls (India) Private Limited * 11.56
(10.12)
Chalet Hotels Ltd * -
-
Trion Properties Private Limited * 1.07
(0.97)
Repayment of finance charges - IND-AS 116 - 26.28 - 26.28
- (28.13) - (28.13)
Ivory Properties and Hotels Private Limited * 2.44
(3.36)
Inorbit Malls (India) Private Limited * 12.81
(13.82)
Chalet Hotels Ltd * 4.09
(3.92)
Trion Properties Private Limited * 6.94
(7.03)
Waiver of Lease Rentals due to COVID-19 - IND-AS 116 - 22.09 - 22.09
- - - -
Ivory Properties and Hotels Private Limited * 5.27
-
150 / 151
Notes to the Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Entities in which
Key
the directors are
Nature Subsidiaries Management Total
directors / trustees
Personnel
(refer (d and e above)
Inorbit Malls (India) Private Limited * 11.11
-
Chalet Hotels Ltd * 2.96
-
Trion Properties Private Limited * 2.75
-
Payment of common area maintenance (Repair & - 9.50 - 9.50
Maintenance- Building)
Strategic Review
- (11.13) - (11.13)
Ivory Properties and Hotels Private Limited * -
(0.25)
Inorbit Malls (India) Private Limited * 5.99
(7.06)
Chalet Hotels Ltd * 0.35
(0.96)
Trion Properties Private Limited * 3.15
(2.86)
Reimbursement of Expenses 0.44 2.56 - 3.00
(0.61) (7.15) (0.03) (7.79)
Crossword Bookstores Limited 0.44
(0.61)
Responsible Business
Inorbit Malls (India) Private Limited * 1.05
(4.42)
Trion Properties Private Limited * 0.89
(1.46)
Chalet Hotels Ltd* 0.55
(1.22)
Trrain Circle Pvt Ltd 0.07
(0.04)
K.Raheja Corp.Pvt.Ltd.* -
(0.01)
B.S.Nagesh -
(0.03)
Interest received on Inter-corporate deposit to subsidiary 2.39 - - 2.39
Statutory Reports
companies
(1.63) - - (1.63)
Crossword Bookstores Limited 2.37
(1.62)
Shoppers Stop.Com (India) Limited 0.02 - - -
(0.01)
Advances given 0.00 - - 0.00
(0.01) (0.01)
Gateway Multi Channel Retail (India) Limited 0.00
(0.01)
Shoppers Stop.Com (India) Limited 0.00
-
Paid against payables 0.01 - - 0.01
Financial Statements
- -
Upasna Trading Limited 0.01
-
Deposits Paid - - - -
(0.18)
Inorbit Malls (India) Private Limited * - -
(0.18)
Advance Rent - - - -
- (0.20) - (0.20)
Inorbit Malls (India) Private Limited - - -
Notes to the Financial Statements
for the year ended 31 March 2021
(All amounts in ` crores)
Entities in which
Key
the directors are
Nature Subsidiaries Management Total
directors / trustees
Personnel
(refer (d and e above)
(0.20) -
-
Expenses Paid - 0.14 - 0.14
- (0.75) - (0.75)
Miscellaneous expenses
Chalet Hotels Ltd* - - -
(0.03)
Juhu Beach Resorts Ltd.* -
(0.34)
Retailers Association of India 0.07
(0.03)
Legal and professional fees
Retailers Association of India -
(0.02)
Advertisement and publicity
Inorbit Malls (India) Private Limited * 0.06
-
Salaries & Wages (Staff Welfare - Others)
Trion Properties Private Limited * 0.01
(0.02)
Corporate Social Responsibility expenses
CSR- Trust for Retailers & Retail Association of India -
(0.31)
Royalty Income 0.05 - - 0.05
(0.10) - - (0.10)
Shoppers Stop.Com (India) Limited 0.05 - -
(0.10) - -
Recovery of Share cost 0.09 - - 0.09
(0.04) - - (0.04)
Shoppers Stop.Com (India) Limited 0.09 - -
(0.04) - -
Expenses recovered 3.46 - - 3.46
(4.03) - - (4.03)
Crossword Bookstores Limited 1.70 - -
(4.01) - -
Shoppers Stop.Com (India) Limited 1.76 - -
(0.02) - -
Commission and Sitting fees to Non Executive Directors - 0.88
Refer Note 2 below
Ravi Raheja 0.10
Neel Raheja 0.10
B.S.Nagesh 0.08
Nitin Sanghavi 0.04
Deepak Ghaisas 0.13
Nirvik Singh 0.13
Ameera Shah 0.11
Manish Chokhani 0.08
Robert Bready 0.06
William Kim 0.06
- - (0.81) (0.81)
152 / 153
Notes to the Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Strategic Review
Inorbit Malls (India) Private Limited * 7.34 8.70
Gateway Multi Channel Retail (India) Limited 23.31 23.29
Chalet Hotels Ltd* 2.06 2.03
Trion Properties Private Limited* 2.78 2.87
Crossword Bookstores Limited 33.82 19.38
# All the amount is provided for in the books
The figure in bracket pertain to previous year
* These parties are not related to Shoppers Stop Ltd. per Ind AS 24 definition.These parties have been reported on the basis of their
classification as related party under the Companies Act 2013.
** Post employment benefits have been provided at gross level on totality basis and not available at individual employee level.
Note 1
Responsible Business
During the current year, the managerial remuneration paid by the Company as per contractual obligation (subject to approval
of Shareholders) to Mr. Venugopal Nair, Managing Director & CEO is in excess of limits laid down under Section 197 of the
Companies Act, 2013 (‘the Act’) read with Schedule V to the Act by ` 1.03 crores. The company is in the process of obtaining
approval from its shareholders in the ensuing annual general meeting by way of a special resolution.
Note 2
The Commission to Non-Executive Directors will be paid after the financial statements are approved by the Members at the
ensuing Annual general meeting of the Company.
Statutory Reports
The Company has given corporate guarantee to banks for loans taken by subsidiaries - Refer Note 29(ii)(b). As on 31
March 2021, the Company has recorded any impairment of ` 30.63 Crores relating to amounts owed by related parties
(31 March 2020: ` 23.29 Crores ). This assessment is undertaken each financial year through examining the financial
position of the related party and the market in which the related party operates.
through internal accruals and a combination of both long-term and short-term borrowings. Majorly Company raise long
term loan for it’s CAPEX requirement and based on the working capital requirement utilise the working capital loans.
The Company monitors capital on the basis of total debt to total equity on a periodic basis. The following table
summarises the capital of the Company:
Notes to the Financial Statements
for the year ended 31 March 2021
(All amounts in ` crores)
As at As at
Capital
31 March 2021 31 March 2020
Long term borrowings (including current maturities) 150.00 -
Short term borrowings 0.09 123.70
Interest acccured and not due on borrowings 0.56 0.04
Total debt* 150.65 123.74
Equity Share Capital 54.69 44.00
Other equity 126.98 92.64
Total equity 181.67 136.64
Debt Equity Ratio 0.83:1 0.91 :1
The Company’s objective is to keep the debt equity ratio below 1 which it has achieved in both these years.
a) Market risk:
Market Risk is the risk that changes in market place could affect the future cash flows to the Company. The
market risk for the Company arises primarily from product price risk, interest rate risk and, to some extent,
foreign currency risk.
Product price risk: In a potentially inflationary economy, the Company expects periodical price increases across
its retail product lines. Product price increases which are not in line with the levels of customers’ discretionary
spends, may affect the business/retail sales volumes. In such a scenario, the risk is managed by offering
judicious product discounts to retail customers to sustain volumes. The Company negotiates with its vendors
for purchase price rebates such that the rebates substantially absorb the product discounts offered to the retail
customers. This helps the Company protect itself from significant product margin losses. This mechanism also
works in case of a downturn in the retail sector, although overall volumes would get affected.
Interest risk: The Company is exposed to interest rate risk primarily due to borrowings having floating interest
rates. The Company uses available working capital limits for availing short term working capital demand loans
with interest rates negotiated from time to time so that the Company has an effective mix of fixed and variable
rate borrowings. Interest rate sensitivity analysis shows that an increase / decrease of fifty basis points in floating
interest rates would result in decrease / increase in the Company’s profit before tax by approximately ` 0.41
Crores (2020: ` 0.11 Crores).
Currency risk: The Company’s significant transactions are in Indian Rupees and therefore there is minimal foreign
currency risk. Generally, the Company fully covers the foreign currency risk for transactions in foreign currency
which are primarily for import of merchandise, by entering into forward cover contracts to hedge foreign currency
exposure. Also Refer Note 33 for the forward cover contracts outstanding at the end of the years.
b) Credit risk:
Credit risk is a risk that the counterparty will default on its contractual obligation resulting in financial loss to the
Company. The credit risk for the Company primarily arises from credit exposures to trade receivables (mainly
institutional customers), deposits with landlords for store properties taken on leases and other receivables
including balances with banks.
Trade and other receivables: The Company’s retail business is predominantly on ‘cash and carry’ basis which
is largely through credit card collections. The credit risk on such collections is minimal, since they are primarily
owned by customers’ card issuing banks. The Company has adopted a policy of dealing with only credit worthy
counterparties in case of institutional customers and the credit risk exposure for institutional customers is
managed by the Company by credit worthiness checks. The Company also carries credit risk on lease deposits
with landlords for store properties taken on leases, for which agreements are signed and property possessions
timely taken for store operations. The risk relating to refunds after store shut down is managed through
successful negotiations or appropriate legal actions, where necessary.
154 / 155
Notes to the Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
The Company’s experience of delinquencies and customer disputes have been minimal. Further, Trade and other
receivables consist of a large number of customers, across geographies; hence, the Company is not exposed to
concentration risks.
c) Liquidity Risk:
Liquidity risk is a risk that the Company may not be able to meet its financial obligations on a timely basis through
its cash and cash equivalents, and funds available by way of committed credit facilities from banks.
Management manages the liquidity risk by monitoring rolling cash flow forecasts and maturity profiles of
financial assets and liabilities. This monitoring includes financial ratios and takes into account the accessibility of
cash and cash equivalents and additional undrawn financing facilities.
Strategic Review
The table below summarises the maturity profile (remaining period of contractual maturity at the balance sheet
date) of the Company’s financial liabilities based on contractual undiscounted cash flows.
Responsible Business
Interest payable 0.56 - - 0.56
Lease liability 216.56 614.49 1,080.52 1,911.57
Trade payables and other accruals 1,139.89 - - 1,139.89
Other financial liabilities 37.55 - - 37.55
In respect of financial guarantee contracts, no amounts are recognised based on the results of the liability
adequacy test for likely deficiency / defaults by the entities on whose behalf the Company has given guarantees,
grounded on the Company’s actual experience.
The Company has access to following financing facilities as at the end of financial year mentioned.
As at As at
Total financing facility
31 March 2021 31 March 2020
Secured working capital facilities
Statutory Reports
Amount used 13.03 122.75
Amount unused 173.97 26.25
Total 187.00 149.00
As at As at
31 March 2021 31 March 2020
Trade payables 1,139.89 1,496.71
Other financial liabilities 94.36 69.71
Total equity 1,544.66 1,702.33
The fair values of the above financial assets and liabilities approximate their carrying amounts.
Fair value as at
Financial assets / Financial liabilities Fair value Hierarchy
31 March 2021 31 March 2020
Fair Value through Profit and Loss
Forward foreign currency contracts Assets Assets Level 2
Nil Nil
Investment in subsidiary companies Assets Assets Level 2
0.10 15.17
Investment in Mutual Funds Assets Assets Level 2
127.78 154.04
Fair Value through OCI
Investment in Future Retail Limited Assets Assets Level 1
- 36.46
Valuation technique and key input used: Fair value is determined using discounted future cash flows, which are
estimated at the end of the years, discounted at a rate that reflects the credit risk of the Company.
The fair values of the quoted instruments (Investment in Mutual funds and Future Retail Limited) are based on the
price quotations at the reporting date.
41 The current financial year has been a challenging year for our business. The year began amidst a strict lockdown
post the emergence of the Coronavirus (Covid-19) towards the end of the last financial year. The economy gradually
opened post June 20 and the second half of the year was progressing towards recovery. However, a much stronger
second wave of Covid-19 infections hit the country towards the end of current financial year and has once again
resulted in significant disruption to our business as several cities and towns have announced restrictions. As of
now, the company believes this pandemic may not impact the recoverability of the carrying value of its assets. The
Company is closely monitoring the developments and possible effects that may result from the present pandemic on
its financial condition, liquidity and operations and working to minimise the impact of this unprecedented situation.
As the situation is continuously evolving, the eventual impact may be different from the estimates made as of the date
of approval of these Results.
42 Amount appearing as zero 0.00 in financials are below the rounding off norm adopted by the Company.
43 The previous year’s figures have been regrouped / reclassified wherever necessary.
In terms of our attached report of even date For and on Behalf of the Board of Directors
156 / 157
Statement pursuant to Section 129(3) of the Companies Act’2013
2 Upasana INR 0.05 0.11 1.57 1.41 - - (0.01) - (0.01) - 100% India
Trading Limited
3 Gateway Multi INR 0.05 (45.08) 0.30 45.33 - 0.00 (0.00) - (0.00) - 100% India
Channel Retail
(India) Limited
4 Shoppers Stop INR 0.05 (0.01) 0.07 0.02 - - (0.00) - (0.00) - 100% India
Services (India)
Limited
5 Shoppers Stop. INR 0.05 (1.12) 3.58 4.65 - 2.32 (1.37) - (1.37) - 100% India
com (India)
Limited
Notes to the Financial Statements
Financial Statements Statutory Reports Responsible Business Strategic Review Corporate Review
Independent Auditor’s Report
To the Members of Shoppers Stop Limited that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the
Report on the Audit of the Consolidated IND AS consolidated financial statements.
Financial Statements
Emphasis of Matters
Opinion
Litigation
We have audited the accompanying consolidated financial
We draw attention to Note 29 to the standalone Ind AS
statements of Shoppers Stop Limited (hereinafter referred
financial statements which, describes the uncertainty related
to as “the Holding Company”), its subsidiaries (the Holding
to the outcome of the appeal filed before the Supreme Court
Company and its subsidiaries together referred to as “the
regarding non provision of retrospective levy of service
Group”) comprising of the consolidated Balance sheet as at
tax for the period from 1 June 2007 to 31 March 2010 on
31 March 2021, the consolidated Statement of Profit and Loss,
renting of immovable properties given for commercial use,
including other comprehensive income, the consolidated
aggregating to ` 20.11 Crores.
Cash Flow Statement and the consolidated Statement of
Changes in Equity for the year then ended, and Notes to COVID
the consolidated financial statements, including a summary We draw attention to Note 42 of the consolidated IND-
of significant accounting policies and other explanatory AS financial statement which describes management’s
information (hereinafter referred to as “the consolidated assessment of the impact of the COVID-19 pandemic on the
financial statements”). operations of the Company.
In our opinion and to the best of our information and Our opinion is not modified in respect of the above matters
according to the explanations given to us and based on
Key Audit Matters
the consideration of reports of other auditors on separate
Key audit matters are those matters that, in our professional
financial statements and on the other financial information
judgment, were of most significance in our audit of the
of the subsidiaries, the aforesaid consolidated financial
consolidated financial statements for the financial year
statements give the information required by the Companies
ended 31 March 2021. These matters were addressed in the
Act, 2013, as amended (“the Act”) in the manner so
context of our audit of the consolidated financial statements
required and give a true and fair view in conformity with
as a whole, and in forming our opinion thereon, and we do
the accounting principles generally accepted in India,
not provide a separate opinion on these matters. For each
of the consolidated state of affairs of the Group as at 31
matter below, our description of how our audit addressed
March 2021, their consolidated profit/loss including other
the matter is provided in that context.
comprehensive income, their consolidated cash flows and
the consolidated statement of changes in equity for the year We have determined the matters described below to be
ended on that date. the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the
Basis for Opinion
Auditor’s responsibilities for the audit of the consolidated
We conducted our audit of the consolidated financial
financial statements section of our report, including in
statements in accordance with the Standards on Auditing
relation to these matters. Accordingly, our audit included
(SAs), as specified under section 143(10) of the Act. Our
the performance of procedures designed to respond to
responsibilities under those Standards are further described
our assessment of the risks of material misstatement of
in the ‘Auditor’s Responsibilities for the Audit of the
the consolidated financial statements. The results of audit
Consolidated Financial Statements’ section of our report. We
procedures performed by us and by other auditors of
are independent of the Group in accordance with the ‘Code
components not audited by us, as reported by them in their
of Ethics’ issued by the Institute of Chartered Accountants
audit reports furnished to us by the management, including
of India together with the ethical requirements that are
those procedures performed to address the matters below,
relevant to our audit of the financial statements under the
provide the basis for our audit opinion on the accompanying
provisions of the Act and the Rules thereunder, and we have
consolidated financial statements.
fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe
158 / 159
Corporate Review
Key audit matters How our audit addressed the key audit matter
Allowance for Inventory obsolescence and shrinkage (as described in Note 2.5 of the consolidated Ind AS financial
statements)
As at 31 March 2021, the carrying amount of Our procedures over allowance for Inventory obsolescence and shrinkage included
inventories amounted to ` 856.11 crores after the following:
considering allowance for Inventory obsolescence
• We obtained an understanding, evaluated the design and tested the operating
and shrinkage of ` 35.48 Crores. These inventories
effectiveness of controls that the Group has in relation to allowance for inventory
are held at the stores and distribution centres of the
obsolescence and shrinkage;
Group.
• We performed testing on the Group controls over the inventory cycle count
Allowance for Inventory obsolescence and
process. In testing these controls, we observed the inventory cycle count process
shrinkage was an audit focus area since inventory
at selected store and distribution centers on a sample basis, inspected the results
cycle counts were carried out during the year at
Strategic Review
of the inventory cycle count and confirmed variances were accounted for and
periodic intervals and further significant judgement
approved by management;
is involved in identifying the amount of provision
for shrinkages. In addition, the Group also makes • We tested the accuracy of the aging report of inventories. On a sample basis
specific provisions for obsolescence as per its we agreed the purchase date recorded in the inventory ageing report to the
policy. supplier invoice, obtained inventory provision calculation from the Company and
re-performed the calculation of the inventory provision as per the policy of the
Group;
Revenue recognition – Point award (Loyalty) schemes (as described in the Accounting Policies in Note 2.4 to the
Financial Statements)
Responsible Business
The Group’s revenue recognition policy requires the Our audit procedures in respect of the Provision for liability on account of Point award
management to make assumptions about expected (Loyalty) schemes accrued to customers included the following:
redemption of Point award (Loyalty) schemes to
• We obtained an understanding, evaluated the design and tested the operating
the total issued points based on historical trends
effectiveness of controls that the Group has in relation to provision for Point
in determining the reported revenue for the period.
award (Loyalty) schemes accrued to the customers;
We focused on this area for the estimate involved • For the key assumptions used in the Point award (Loyalty) schemes provisions,
in determining the provisioning and the amounts we reviewed the historic rates of redemption and compared these to the
involved are material. (` 33.91 Crores as at managements ‘estimate;
31 March 2021).
• We assessed the methodology applied by comparing the outstanding points from
the system generated reports and recomputed the liability as per historic rates
and management estimate of redemption;
• We also assessed the Group’s disclosures concerning this in Note 2A on significant
accounting estimates and judgements and Note 19 Retail sale of Merchandise to
Statutory Reports
the financial statements.
Financial Statements
IND AS 116 – Leases (Accounting for rent concession arrangements) (as described in Note 2.7 of the Consolidated
IND AS Financial Statements)
As at 31 March 2021, the Group has ` 1,216.48 Our audit procedures included the following:
crores of Right of use (RoU) assets and ` 1,919.79
• Assessed the Group’s accounting policy with respect to recognition of leases and
crores of Lease liabilities recognised under Ind AS
for assessing compliance with Ind AS 116, including accounting for rent concession
116 pertaining to the premises leased by the Group.
arrangements.
During the year, considering the impact of
•
Obtained an understanding, evaluated the design and tested the operating
COVID-19 pandemic on its business. negotiated
effectiveness of controls that the Company has in relation to accounting of rent
rent concessions with its lessors for its retail outlets
concession arrangements under Ind AS 116.
across malls, high street stores and other leased
premises. • Tested on a sample basis, the rent concessions accounted by the Group, to agreed
rent concession arrangements/ underlying documents, calculations and assessed
The Ministry of Corporate Affairs vide notification
the terms of the same against the requirements of the practical expedient under
dated 24 July 2020, issued an amendment to Ind AS
Ind AS 116.
116 - Leases, by inserting a practical expedient w.r.t.
“Covid-19-Related Rent Concessions” effective • Assessed the Group’s disclosures made in accordance with the requirements of
from the period beginning on or after 01 April 2020. Ind AS 116 in this matter.
Pursuant to the above amendment, the Group has
applied the practical expedient with effect from
01 April 2020. Accordingly, the Group accounted
unconditional rent concessions of ` 176.83
crores during the year in “Other income” in the
Consolidated Statement of Profit and Loss.
Information Other than the Financial Statements Responsibilities of Management for the
and Auditor’s Report Thereon Consolidated Financial Statements
The Holding Company’s Board of Directors is responsible The Holding Company’s Board of Directors is responsible
for the other information. The other information comprises for the preparation and presentation of these consolidated
the information included in the Annual report, but does financial statements in terms of the requirements of the Act
not include the consolidated financial statements and our that give a true and fair view of the consolidated financial
auditor’s report thereon. position, consolidated financial performance including
other comprehensive income, consolidated cash flows and
Our opinion on the consolidated financial statements does
consolidated statement of changes in equity of the Group
not cover the other information and we do not express any
in accordance with the accounting principles generally
form of assurance conclusion thereon.
accepted in India, including the Indian Accounting Standards
In connection with our audit of the consolidated financial (Ind AS) specified under section 133 of the Act read with
statements, our responsibility is to read the other [the Companies (Indian Accounting Standards) Rules, 2015,
information and, in doing so, consider whether such other as amended. The respective Board of Directors of the
information is materially inconsistent with the consolidated companies are responsible for maintenance of adequate
financial statements or our knowledge obtained in the audit accounting records in accordance with the provisions of
or otherwise appears to be materially misstated. If, based the Act for safeguarding of the assets of the Group and for
on the work we have performed, we conclude that there preventing and detecting frauds and other irregularities;
is a material misstatement of this other information, we selection and application of appropriate accounting policies;
are required to report that fact. We have nothing to report making judgments and estimates that are reasonable and
in this regard. prudent; and the design, implementation and maintenance
160 / 161
Corporate Review
of adequate internal financial controls, that were operating • Obtain an understanding of internal control relevant to
effectively for ensuring the accuracy and completeness the audit in order to design audit procedures that are
of the accounting records, relevant to the preparation and appropriate in the circumstances. Under section 143(3)
presentation of the consolidated financial statements (i) of the Act, we are also responsible for expressing
that give a true and fair view and are free from material our opinion on whether the Holding Company has
misstatement, whether due to fraud or error, which have adequate internal financial controls with reference
been used for the purpose of preparation of the consolidated to financial statements in place and the operating
financial statements by the Directors of the Holding effectiveness of such controls.
Company, as aforesaid.
• Evaluate the appropriateness of accounting policies
In preparing the consolidated financial statements, the used and the reasonableness of accounting estimates
Strategic Review
respective Board of Directors of the companies included and related disclosures made by management.
in the Group are responsible for assessing the ability of
• Conclude on the appropriateness of management’s
the Group to continue as a going concern, disclosing, as
use of the going concern basis of accounting and,
applicable, matters related to going concern and using the
based on the audit evidence obtained, whether
going concern basis of accounting unless management
a material uncertainty exists related to events or
either intends to liquidate the Group or to cease operations,
conditions that may cast significant doubt on the
or has no realistic alternative but to do so.
ability of the Group to continue as a going concern.
Those respective Board of Directors of the companies If we conclude that a material uncertainty exists, we
included in the Group are also responsible for overseeing the are required to draw attention in our auditor’s report
financial reporting process of the Group to the related disclosures in the consolidated financial
statements or, if such disclosures are inadequate, to
Auditor’s Responsibilities for the Audit of the
modify our opinion. Our conclusions are based on the
Responsible Business
Consolidated Financial Statements
audit evidence obtained up to the date of our auditor’s
Our objectives are to obtain reasonable assurance about
report. However, future events or conditions may cause
whether the consolidated financial statements as a whole
the Group to cease to continue as a going concern.
are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our • Evaluate the overall presentation, structure and content
opinion. Reasonable assurance is a high level of assurance, of the consolidated financial statements, including the
but is not a guarantee that an audit conducted in accordance disclosures, and whether the consolidated financial
with SAs will always detect a material misstatement when it statements represent the underlying transactions and
exists. Misstatements can arise from fraud or error and are events in a manner that achieves fair presentation.
considered material if, individually or in the aggregate, they
• Obtain sufficient appropriate audit evidence regarding
could reasonably be expected to influence the economic
the financial information of the entities or business
decisions of users taken on the basis of these consolidated
activities within the Group of which we are the
Statutory Reports
financial statements.
independent auditors and whose financial information
As part of an audit in accordance with SAs, we exercise we have audited, to express an opinion on the
professional judgment and maintain professional skepticism consolidated financial statements. We are responsible
throughout the audit. We also: for the direction, supervision and performance of
the audit of the financial statements of such entities
• Identify and assess the risks of material misstatement
included in the consolidated financial statements
of the consolidated financial statements, whether due
of which we are the independent auditors. For the
to fraud or error, design and perform audit procedures
other entities included in the consolidated financial
responsive to those risks, and obtain audit evidence
statements, which have been audited by other
that is sufficient and appropriate to provide a basis
auditors, such other auditors remain responsible
for our opinion. The risk of not detecting a material
for the direction, supervision and performance of
misstatement resulting from fraud is higher than for
the audits carried out by them. We remain solely
Financial Statements
162 / 163
Corporate Review
paid for the year ended 31 March 2021 by the Holding ii. The Group did not have any material foreseeable
Company, to the Managing Directors is in excess of losses in long-term contracts including derivative
the limits applicable under provisions of section 197 contracts during the year ended 31 March 2021
read with Schedule V to the Act, by Rs.1.03 Crores. The
iii. There has been no delay in transferring amounts,
Company is in the process of obtaining approval from
required to be transferred, to the Investor
shareholders for such excess remuneration paid.
Education and Protection Fund by the Holding
(h)
With respect to the other matters to be included Company, its subsidiaries, incorporated in India
in the Auditor’s Report in accordance with Rule 11 during the year ended 31 March 2021.
of the Companies (Audit and Auditors) Rules, 2014,
as amended, in our opinion and to the best of our
Strategic Review
information and according to the explanations given to For S R B C & CO LLP
us and based on the consideration of the report of the Chartered Accountants
other auditors on separate financial statements as also ICAI Firm Registration Number: 324982E/E300003
the other financial information of the subsidiaries, as per Vijay Maniar
Noted in the ‘Other matter’ paragraph: Partner
Membership Number: 36738
i. The consolidated financial statements disclose UDIN: 21036738AAAADS5293
the impact of pending litigations on its Mumbai: May 21, 2021
consolidated financial position of the Group,
in its consolidated financial statements – Refer
Note 28 to the consolidated financial statements;
Responsible Business
Statutory Reports
Financial Statements
Annexure 1
Annexure to the Independent Auditor’s Report of Even Date on the Consolidated Financial Statements of
Shoppers Stop Limited
Report on the Internal Financial Controls under Our audit involves performing procedures to obtain audit
Clause (i) of Sub-section 3 of Section 143 of the evidence about the adequacy of the internal financial
Companies Act, 2013 (“the Act”) controls with reference to consolidated financial statements
In conjunction with our audit of the consolidated financial and their operating effectiveness. Our audit of internal
statements of Shoppers Stop Limited (hereinafter referred financial controls with reference to consolidated financial
to as the “Holding Company”) as of and for the year ended statements included obtaining an understanding of internal
31 March 2021, we have audited the internal financial controls financial controls with reference to consolidated financial
with reference to consolidated financial statements of the statements, assessing the risk that a material weakness
Holding Company and its subsidiary companies, which are exists, and testing and evaluating the design and operating
companies incorporated in India, as of that date. effectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditor’s
Management’s Responsibility for Internal Financial
judgement, including the assessment of the risks of material
Controls
misstatement of the financial statements, whether due to
The respective Board of Directors of the Holding Company
fraud or error.
and its subsidiary companies, are responsible for establishing
and maintaining internal financial controls based on the We believe that the audit evidence we have obtained and
internal control over financial reporting criteria established by the audit evidence obtained by the other auditors in terms
the Holding Company considering the essential components of their reports referred to in the Other Matters paragraph
of internal control stated in the Guidance Note on Audit of below, is sufficient and appropriate to provide a basis for our
Internal Financial Controls Over Financial Reporting issued audit opinion on the internal financial controls with reference
by the Institute of Chartered Accountants of India (ICAI). to consolidated financial statements.
These responsibilities include the design, implementation
Meaning of Internal Financial Controls With
and maintenance of adequate internal financial controls
Reference to Consolidated Financial Statements
that were operating effectively for ensuring the orderly and
A company’s internal financial control with reference to
efficient conduct of its business, including adherence to
consolidated financial statements is a process designed to
the respective company’s policies, the safeguarding of its
provide reasonable assurance regarding the reliability of
assets, the prevention and detection of frauds and errors,
financial reporting and the preparation of financial statements
the accuracy and completeness of the accounting records,
for external purposes in accordance with generally accepted
and the timely preparation of reliable financial information,
accounting principles. A company’s internal financial
as required under the Companies Act, 2013.
control with reference to consolidated financial statements
Auditor’s Responsibility includes those policies and procedures that (1) pertain to the
Our responsibility is to express an opinion on the Holding maintenance of records that, in reasonable detail, accurately
Company’s internal financial controls with reference to and fairly reflect the transactions and dispositions of the
consolidated financial statements based on our audit. assets of the company; (2) provide reasonable assurance
We conducted our audit in accordance with the Guidance that transactions are recorded as necessary to permit
Note on Audit of Internal Financial Controls Over Financial preparation of financial statements in accordance with
Reporting (the “Guidance Note”) and the Standards on generally accepted accounting principles, and that receipts
Auditing, specified under section 143(10) of the Act, to the and expenditures of the company are being made only in
extent applicable to an audit of internal financial controls, accordance with authorisations of management and directors
both, issued by ICAI. Those Standards and the Guidance Note of the company; and (3) provide reasonable assurance
require that we comply with ethical requirements and plan regarding prevention or timely detection of unauthorised
and perform the audit to obtain reasonable assurance about acquisition, use, or disposition of the company’s assets that
whether adequate internal financial controls with reference could have a material effect on the financial statements.
to consolidated financial statements was established and
maintained and if such controls operated effectively in all
material respects.
164 / 165
Corporate Review
Inherent Limitations of Internal Financial Controls effectively as at 31 March 2021, based on the internal control
With Reference to Consolidated Financial over financial reporting criteria established by the Holding
Statements Company considering the essential components of internal
Because of the inherent limitations of internal financial control stated in the Guidance Note issued by the Institute of
controls with reference to consolidated financial Chartered Accountants of India.
statements, including the possibility of collusion or improper
Other Matters
management override of controls, material misstatements
Our report under Section 143(3)(i) of the Act on the adequacy
due to error or fraud may occur and not be detected.
and operating effectiveness of the internal financial controls
Also, projections of any evaluation of the internal financial
with reference to consolidated financial statements of
controls with reference to consolidated financial statements
the Holding Company, in so far as it relates to thesethree
to future periods are subject to the risk that the internal
Strategic Review
subsidiaries, which are companies incorporated in India, is
financial controls with reference to consolidated financial
based on the corresponding reports of the auditors of such
statements may become inadequate because of changes
subsidiary incorporated in India.
in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Responsible Business
Statutory Reports
Financial Statements
Consolidated Balance Sheet
as at 31 March 2021
(All amounts in ` crores)
As at As at
Notes
31 March 2021 31 March 2020
Assets
Non-current assets
Property, Plant and Equipement 3 421.73 506.44
Capital work in progress 3B 2.93 10.19
Other Intangible Assets 3 82.53 52.06
Intangible assets under development 3B - 34.23
Right of use Assets 26 1,216.48 1,342.22
Financial Assets
i) Investments 4 0.01 36.47
ii) Other Financial Assets 6 108.36 79.66
Deferred tax assets (net) 7 342.43 264.08
Other non-current assets 8 57.22 81.10
Total non-current assets 2,231.69 2,406.45
Current assets
Inventories 9 856.11 1,239.20
Financial assets
i) Investments 4 127.78 154.04
ii) Trade Receivables 5 30.77 34.07
iii) Cash and cash equivalents 10 12.80 4.03
iv) Bank balances other than (iii) above 11 29.32 0.32
v) Other financial assets 6 54.53 73.98
Other current assets 8 229.42 168.76
Total current assets 1,340.73 1,674.40
Total assets 3,572.42 4,080.85
166 / 167
Consolidated Statement of Profit and Loss
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Strategic Review
Total expenses 2,320.07 3,560.10
Profit / (Loss) before exceptional items and tax (346.87) (61.99)
Exceptional Item 30 - 9.65
Profit / (Loss) before tax (346.87) (71.64)
Tax expenses
i) Current tax 25 - 25.25
ii) Tax adjustment of earlier years (1.48) -
iii) Deferred tax (78.23) 45.14
Income tax expenses (79.71) 70.39
Profit / (Loss) for the year from continuing operations (267.16) (142.03)
B) Discontinued operations 34
Profit / (Loss) from discontinued operations (0.00) 0.01
Profit / (Loss) for the year from discontinued operations (0.00) 0.01
C) Profit / (Loss) for the period (A) + (B) (267.16) (142.02)
D) Other comprehensive income / (Loss)
Responsible Business
Items that will not be reclassified to profit or loss :
i) Remeasurement of employee defined benefit obligation (0.45) (2.95)
Income tax relating to (i) above 25 0.12 0.73
ii) Changes in fair value of equity instruments 23.19 (174.85)
Income tax relating to (ii) above 25.1 - -
Other comprehensive income / (Loss) for the year [D] 22.86 (177.07)
Total comprehensive Income / (Loss) for the year [C] + [D] (244.30) (319.09)
Profit / (loss) for the period attributable to:
- Owners of the Company (267.16) (142.02)
- Non-controlling interests - -
Other comprehensive income for the year attributable to :
- Owners of the Company 22.86 (177.07)
- Non-controlling interests - -
Total comprehensive income for the year attributable to :
- Owners of the Company (244.30) (319.09)
- Non-controlling interests - -
Statutory Reports
Earning per equity share (for continuing operations)
Equity shares of face value ` 5/- each (not annualised) 27
Basic (` ) (28.38) (16.14)
Diluted (` ) (28.38) (16.14)
Earning per equity share (for discontinued operations) 27
Equity shares of face value ` 5/- each (not annualised)
Basic (`) - -
Diluted (`) - -
Earning per equity share (for continuing and discontinuing operations) 27
Equity shares of face value ` 5/- each (not annualised)
Basic (`) (28.38) (16.14)
Diluted (`) (28.38) (16.14)
Summary of significant accounting policies 2
168 / 169
Consolidated Statement of Cash Flows (Contd.)
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Note (ii)
Reconciliation between the opening and closing balances for liabilities arising from financing activities
Long - term
Particulars
borrowings
31 March 2019 including current maturity of long term borrowings
Cash flow 44.23
Non- Cash Changes (42.21)
Classified as current maturity -
Accrual for the period -
31 March 2020 including current maturity of long term borrowings 2.02
Cash flow 150.74
Non- Cash Changes
Strategic Review
Classified as current maturity 57.19
Accrual for the period -
31 March 2021 including current maturity of long term borrowings 152.76
Summary of significant accounting policies Note 2
Responsible Business
Partner Customer Care Associate Customer Care Associate &
Membership No.36738 & Chief Financial Officer Company Secretary
Membership No.A14545
Mumbai: 21 May 2021 Mumbai: 21 May 2021
Statutory Reports
Financial Statements
Consolidated Statement of Changes in Equity
for the year ended 31 March 2021
b. Other equity
(All amounts in ` Crores)
Share
Securities Attributable
General Retained Options
Particulars: premium to owners Total
Reserve @ earnings outstanding
account of Company
account
Balance as on 31 March 2019 655.44 23.29 191.76 0.21 870.70 870.70
Profit for the year - - (142.02) - (142.02) (142.02)
Other comprehensive loss for the year, net of income - - (177.07) - (177.07) (177.07)
tax
Total comprehensive income for the year - - (319.09) - (319.09) (319.09)
Recognition of share-based payments* - - - 0.55 0.55 0.55
IND-AS 116 adjustments# - - (521.56) - (521.56) (521.56)
Payment of dividends on equity shares - - (6.60) - (6.60) (6.60)
payments of tax on dividends on equity shares - - (1.36) - (1.36) (1.36)
Balance as on 31 March 2020 655.44 23.29 (656.85) 0.76 22.64 22.64
Loss for the year - - (267.16) - (267.16) (267.16)
Other comprehensive loss for the year, net of income - - 22.86 - 22.86 22.86
tax
Total comprehensive income for the year - - (244.30) - (244.30) (244.30)
Recognition of share-based payments* - - - 1.44 1.44 1.44
Transferred to general reserves for vested cancelled - - - (1.07) (1.07) (1.07)
options
Transferred from stock options reserved for vested - - 1.07 - 1.07 1.07
cancelled options
Received on issue of shares (Refer Note 12.6) 288.48 - - - 288.48 288.48
Right Issue Expenses (3.21) - - - (3.21) (3.21)
Balance as on 31 March 2021 940.71 23.29 900.09 1.13 65.04 65.04
170 / 171
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Strategic Review
primarily engaged in the following activities:
The financial statements are presented in Indian
Rupees (`) and all values are rounded to the nearest
SN Entity Business activity
crores, except where otherwise indicated.
1 Shoppers Stop Retailing a variety of household
Limited and consumer products 2.1.3 Fair Value Measurement
through departmental stores Fair value is the price that would be received to sell
2 Crossword Retailing in books and an asset or paid to transfer a liability in an orderly
Bookstores other allied items through
transaction between market participants at the
Limited departmental stores operated
by self or by franchisees
measurement date, (regardless of whether that
3 Shoppers’ Stop The Company is non- price is directly observable or estimated using
Services (India) operational another valuation technique). In estimating the fair
Limited value of an asset or a liability, the Group takes into
4 Upasna Trading Supervising distribution and account the characteristics of the asset or liability, if
Responsible Business
Limited logistics operations market participants would take those characteristics
5 Shoppers’ Stop. Retailing a variety of consumer into account when pricing the asset or liability, at the
com (India) products through online
measurement date.
Limited channel
6 Gateway Catalogue retailing business In addition, for financial reporting purposes, fair value
Multichannel Retail (Discontinued operations) measurements are categorised into Level 1, 2, or 3
(India) Limited based on the degree to which inputs to the fair value
measurements are observable and the significance
The financial statements were approved for issue by
of the inputs to the fair value measurement in its
the board of directors on 21 May 2021.
entirety, which are described as follows:
2. Significant Accounting Policies
• Level 1 inputs are quoted prices (unadjusted) in
2.1.1 Statement of compliance active markets for identical assets or liabilities that
Statutory Reports
These Consolidated Financial Statements have been the entity can access at the measurement date;
prepared in accordance with the requirements of
• Level 2 inputs are inputs, other than quoted prices
Indian Accounting Standards prescribed under the
included within Level 1, that are observable for the
Section 133 of the Companies Act 2013, other relevant
asset or liability, either directly or indirectly; and
provisions of the Act and presentation requirements
of Division II of Schedule III to the Companies Act, • Level 3 inputs are unobservable inputs for the
2013, (Ind-AS compliant Schedule III), as applicable asset or liability.
to the Consolidated Financial Statements.
Fair value for measurement and/or disclosure
2.1.2 Basis of preparation and presentation. purposes in these financial statements is
These Consolidated Financial Statements which determined on such a basis, except for share-based
comprise the Consolidated Balance Sheet as at 31 payment transactions that are within the scope of
Financial Statements
March 2021, Consolidated Statement of Profit and Ind AS 102, leasing transactions that are within the
Loss, the Consolidated Statement of changes in scope of Ind AS 17, and measurements that have
equity and the Consolidated Statement of Cash some similarities to fair value but are not fair value,
flows for the year ended 31 March 2021, and other such as net realisable value in Ind AS 2 or value in
explanatory information (together hereinafter use in Ind AS 36.
referred to as “Consolidated Financial Statements”
2.2 Consolidation of financial statements
or “financial statements”).
The consolidated financial statements of the Group
The aforesaid Consolidated financial statements incorporate the assets, liabilities, equity, income,
include the financial statements of the Holding expenses and cash flows of the Company and its
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
(All amounts in ` crores)
subsidiaries and are presented as those of a single • Cash or cash equivalent unless restricted from
economic entity. The Company has control of the being exchanged or used to settle a liability for
subsidiaries as it has the rights to variable returns at least twelve months after the reporting period
from its involvement and has the ability to affect
All other assets are classified as non-current.
those returns through its power over the subsidiaries.
A liability is current when:
The consolidated financial statements are
prepared using uniform accounting policies • It is expected to be settled in normal
for like transactions and other events in similar operating cycle
circumstances. The consolidation procedures
• It is held primarily for the purpose of trading
principally followed are: (a) Like items of assets,
liabilities, equity, income, expenses and cash flows • It is due to be settled within twelve months after
of the Company and those of its subsidiaries are the reporting period, or
combined; (b) the carrying amount of the parent’s
• There is no unconditional right to defer the
investment in each subsidiary and the parent’s
settlement of the liability for at least twelve
portion of equity of each subsidiary are eliminated;
months after the reporting period
(c) intragroup assets and liabilities, equity, income,
expenses, and cash flows relating to transactions The Group classifies all other liabilities as non-current.
between entities of the Group are eliminated in full.
Deferred tax assets and liabilities are classified as
Goodwill is recognised when a change in the Group’s non-current assets and liabilities.
ownership interest, (or otherwise), results in the
The operating cycle is the time between the
Group acquiring control over a Company.
acquisition of assets for processing and their
Changes in the Group’s ownership interests in realisation in cash and cash equivalents. The Group
subsidiaries that do not result in the Group losing has identified twelve months as its operating cycle.
control over the subsidiaries are accounted for as
2.4 Revenue from contract with customer
equity transactions (i.e. transactions with owners in
their capacity as owners) 2.4.1
In Revenue from contracts with customers is
recognised when control of the goods or services
Goodwill arising on consolidation is tested
are transferred to the customer at an amount that
for impairment at each reporting date. If the
reflects the consideration to which the Company
recoverable amount of cash generating unit to
expects to be entitled in exchange for those goods
which the goodwill is attributed is less than the
or services. The Company has generally concluded
carrying amount of the unit, an impairment loss is
that it is the principal in its revenue arrangements
recognised, first to reduce the carrying amount of
except for the agency services because it typically
goodwill (and thereafter to the balance assets of the
controls the goods before transferring them to
unit, pro rata to their carrying amounts).
the customer and sales under sale or return basis
Non-controlling interests are presented in the arrangements where in the company has w.e.f. 1st
consolidated balance sheet within equity, separately April 2018 adopted modified retrospective approach
from the equity of the owners of the Company. Total in line with Ind As 115, Revenue from Contracts
comprehensive income of subsidiaries is attributed with customers.
to the owners and to the non-controlling interests,
2.4.2 Retail sale of Merchandise: Revenue from Retail sales
(even if this results in the non-controlling interests
is measured at the fair value of the consideration
having a deficit balance).
received. Revenue is reduced for discounts and
2.3 Current versus Non-Current Classification rebates, and, value added tax, sales tax and Goods
The Group presents assets and liabilities in the and Service Tax (GST).
balance sheet based on current/ non-current
Retail sales are recognised on delivery of the
classification. An asset is treated as current when it is
merchandise to the customer, when the property in
• E
xpected to be realised or intended to be sold or goods and control are transferred for a price and no
consumed in normal operating cycle effective ownership control is retained.
• Held primarily for the purpose of trading Where the Company is the principal in the
transaction the Sales are recorded at their gross
• Expected to be realised within twelve months
values. Where the Company is effectively the
after the reporting period, or
agent in the transaction, the difference between
172 / 173
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
the revenue and the cost of the merchandise is agreements and is based on the sales recorded by
disclosed as other operating income. (Refer Note 19) the franchisees for the year.
Strategic Review
Inventories are stated at the lower of cost and net
and/or expected redemption after breakage.
realisable value. Cost of inventories comprise of all
2.4.4 Gift vouchers: The amount collected on sale of a gift cost of purchase and other related costs incurred
voucher is recognised as a liability and transferred to in bringing the inventories to their present location
revenue (sales) when redeemed or to revenue (other and condition. Costs of inventories are determined
retail operating revenue) on expiry. on a weighted average cost basis. Net realisable
value represents the estimated selling price for
2.4.5 Other retail operating revenue: Revenue from store
inventories less all estimated costs necessary to
displays and sponsorships are recognised based on
make the sale. Provision is made for obsolete/ slow
the period for which the products or the sponsors’
moving inventories.
advertisements are promoted / displayed. Facility
management fees are recognised pro-rata over the 2.6 Property, plant and equipment and Intangible
period of the contract. Assets
Responsible Business
Income from services are recognised as they are 2.6.1 Property, plant and equipment and Intangible Assets
rendered based on agreements/arrangements are stated at cost less accumulated depreciation or
with the concerned parties and recognised net amortisation and accumulated impairment losses.
of service tax. Cost comprises of all cost of purchase, construction
and other related costs incurred in bringing the
2.4.6 Direct Marketing income: Such income is recognised
assets to their present location and condition.
on straight line basis over the validity of the cards.
2.6.2
Depreciation / amortisation is recognised on a
2.4.7 Franchisee income: Such income is recognised in
straight-line basis over the estimated useful lives of
accordance with the rates specified in the franchisee
respective assets as under:
Statutory Reports
Useful Life as Prescribed
Property, Plant Estimated Useful Life
by Schedule II of the
and Equipment (In Years)
Companies Act, 2013 (In Years)
Air conditioning and other equipment
Plant and Machinery 15 5 to 17
Electrical Installations Components Life as per below or lease term
whichever is lower
Cabling 5-11
LED Bulbs & Non LED Fixtures 5-7
Electrical works 5-17
Firefighting systems/CCTV System 5-17
EAS Systems 5-17
Furniture, fixtures and other fittings 10 5-10
Financial Statements
Useful life of assets different from prescribed in 2.6.4 Deemed cost on transition to Ind AS
Schedule II has been estimated by management For transition to Ind AS, the Group has elected
supported by technical assessment. to continue with the carrying value of all of its
property, plant and equipment and intangible
The estimated useful lives, residual values and
assets recognised as of 1 April 2015 (transition
depreciation method are reviewed at the end of
date) measured as per the previous GAAP and use
each reporting period and the effect of any changes
that carrying value as its deemed cost as of the
in estimate is accounted for prospectively.
transition date.
Effective 1 Jan 2020, the Company has
2.7 Leases
reviewed the estimated economic useful lives
Ind AS 116 Leases was notified by MCA on 30 March
of all components within the broad category of
2019 and it replaces Ind AS 17 Leases, including
Leasehold improvements as specified in the above
appendices thereto. Ind AS 116 is effective for
table and Electrical Equipments in the above
annual periods beginning on or after 1 April 2019. Ind
table of its property, plant and equipment, based
AS 116 sets out the principles for the recognition,
on the combination of evaluation conducted by
measurement, presentation and disclosure of
an independent consultants and management
leases and requires lessees to account for all leases
estimate (Refer Note 3)
under a single on-balance sheet model similar to the
2.6.3 Impairment losses accounting for finance leases under Ind AS 17. The
At the end of each reporting period, the Group standard includes two recognition exemptions for
reviews the carrying amounts of its property plant lessees – leases of ‘low-value’ assets (e.g., personal
and equipment and intangible assets to determine computers) and short-term leases (i.e., leases with a
whether there is any indication that those assets lease term of 12 months or less).
have suffered an impairment loss. If any such
The Company assesses at contract inception
indication exists, the recoverable amount, (i.e.
whether a contract is or contains a lease. That is, of
higher of fair value less costs of disposal and value
the contract conveys the right to control the use of
in use) of the asset is estimated, or, when it is not
an identified asset for a period of time in exchange
possible to estimate the recoverable amount of
for consideration.
an individual asset, the recoverable amount of the
cash-generating unit to which the asset belongs is Where the Company is the lessee:
estimated. If the recoverable amount of an asset The Company applies a single recognition and
(or cash-generating unit) is estimated to be less measurement approach for all leases, except for
than its carrying amount, the carrying amount short term leases and leases of low value assets.
of the asset (or cash-generating unit) is reduced The Company recognises lease liabilities to make
to its recoverable amount. An impairment loss is lease payments and right of use assets representing
recognised immediately in profit or loss. the right to use the underlying assets.
174 / 175
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
the commencement date less any lease incentives Where the Company is the Lessor:
received. Right of use assets are depreciated on a Leases in which the Company does not transfer
straight-line basis over the shorter of the lease term substantially all the risks and rewards incidental to
and the estimated useful lives of the assets. ownership of an assets are classified the asset are
classified as operating leases. Rental income arising
The right of use assets are also subject to impairment.
is accounted for on a straight line basis over the lease
Lease liabilities : terms. Initial direct costs incurred in negotiating
At the commencement date of the lease, the and arranging on operating lease are added to the
Company recognises lease liabilities measured at carrying amount of the leased asset and recognised
the present value of lease payments to be made over the lease term on the same basis as rental
Strategic Review
over the lease term. The lease payments include income. Contingent rents are recognised as revenue
fixed payments (including in substance fixed in the period in which they are earned.
payments) less any lease incentives receivable,
Covid-19-Related Rent Concessions:
variable lease payments that depend on an index
The Ministry of Corporate Affairs vide notification
or a rate, and amounts expected to be paid under
dated 24 July 2020, issued an amendment to Ind
residual value guarantees. The lease payments
AS 116- Leases, by inserting a practical expedient
also include the exercise price of a purchase option
w.r.t. “Covid-19-Related Rent Concessions” effective
reasonably certain to be exercised by the Company
from the period beginning on or after 01 April 2020.
and payments of penalties for terminating the lease,
Pursuant to the above amendment, the Company
if the lease term reflects the Company exercising the
has applied the practical expedient by accounting
option to terminate. Variable lease payments that
the unconditional rent concessions in “Other
do not depend on an index or a rate are recognised
income” in the Statement of Profit and Loss. The
Responsible Business
as expenses (unless they are incurred to produce
details of the same are disclosed in Note 26.3 of the
inventories) in the period in which the event or
financial statement.
condition that triggers the payment occurs.
2.8 Financial Instruments
In calculating the present value of lease payments,
the Company uses its incremental borrowing rate at Classification:
the lease commencement date because the interest The Group classifies its financial assets in the
rate implicit in the lease is not readily determinable. following measurement categories: -those to be
After the commencement date, the amount of lease measured subsequently at fair value (either through
liabilities is increased to reflect the accretion of other comprehensive income, or through the
interest and reduced for the lease payments made. Statement of Profit and Loss), and - those measured
In addition, the carrying amount of lease liabilities at amortised cost. The classification depends on
is remeasured if there is a modification, a change the Company’s business model for managing the
Statutory Reports
in the lease term, a change in the lease payments financial assets and the contractual terms of the
(e.g., changes to future payments resulting from a cash flows. For assets measured at fair value, gains
change in an index or rate used to determine such and losses will either be recorded in the Statement of
lease payments) or a change in the assessment of Profit and Loss or other comprehensive income. For
an option to purchase the underlying asset. investments in debt instruments, this will depend
on the business model in which the investment is
Short-term leases and leases of low-value assets
held. For investments in equity instruments, this
The Company applies the short-term lease
will depend on whether the Group has made an
recognition exemption to its short-term leases of
irrevocable election at the time of initial recognition
machinery and equipment (i.e., those leases that
to account for the equity investment at fair value
have a lease term of 12 months or less from the
through other comprehensive income. The Group
commencement date and do not contain a purchase
reclassifies debt investments when and only
Financial Statements
Loss, transaction costs that are directly attributable the Statement of Profit and Loss and presented net
to the acquisition of the financial asset. Transaction in the Statement of Profit and Loss In the period in
costs of financial assets carried at fair value through which it arises. Interest income from these financial
the Statement of Profit and Loss are expensed in assets is included in other income.
the Statement of Profit and Loss. Financial assets
Equity instruments:
with embedded derivatives are considered in their
The Group subsequently measures all equity
entirely when determining whether their cash flows
investments at fair value. Where the Company’s
are solely payment of principal and interest.
management has elected to present fair value
Debt instruments: gains and losses on equity investments in other
Subsequent measurement of debt instruments comprehensive income, there is no subsequent
depends on the Group’s business model for managing reclassification of fair value gains and losses to the
the asset and the cash flow characteristics of the Statement of Profit and Loss. Dividends from such
asset. There are three measurement categories into investments are recognised in the Statement of
which the Group classifies its debt instruments: Profit and Loss as other income when the Group’s
right to receive payments is established. Changes in
Amortised cost:
the fair value of financial assets at fair value through
Assets that are held for collection of contractual
the Statement of Profit and Loss are recognised in
cash flows where those cash flows represent solely
other income / other expenses in the Statement
payments of principal and interest are measured at
of Profit and Loss. Impairment losses (and reversal
amortised cost. A gain or loss on a debt investment
of impairment losses) on equity investments
that is subsequently measured at amortised cost
measured at FVOCI are not reported separately
and is not part of a hedging relationship is recognised
from other changes in fair value.
in the Statement of Profit and Loss when the asset
is derecognised or impaired. Interest income from Impairment of financial assets:
these financial assets is included in other income The Group assesses on a forward looking basis
using the effective interest rate method. the expected credit losses associated with its
assets carried at amortised cost and FVOCI debt
Fair value through other comprehensive income
instruments. The impairment methodology applied
(FVOCI):
depends on whether there has been a significant
Assets that are held for collection of contractual
increase in credit risk.
cash flows and for selling the financial assets,
where the assets’ cash flows represent solely Derecognition of financial assets:
payments of principal and interest are measured A financial asset is derecognised only when -the
at fair value through other comprehensive income Group has transferred the rights to receive cash flows
(FVOCI). Movements in the carrying amount are from the financial asset or retains the contractual
taken through OCI, except for the recognition rights to receive the cash flows of the financial
of impairment gains or losses, interest revenue asset, but assumes a contractual obligation to pay
and foreign exchange gains and losses which are the cash flows to one or more recipients. Where the
recognised in the Statement of Profit and Loss. Group has transferred an asset, the Group evaluates
When the financial asset is derecognised, the whether it has transferred substantially all risks and
cumulative gain or loss previously recognised in OCI rewards of the financial asset. In such cases, the
is reclassified from equity to the Statement of Profit financial asset is derecognised. Where the Group has
and Loss and recognised in other income/expense. not transferred substantially all risks and rewards of
Interest income from these financial assets is ownership of the financial asset, the financial asset
included in other income using the effective is not derecognised. Where the Group has neither
interest rate method. transferred a financial asset nor retains substantially
all risks and rewards of ownership of the financial
Fair value through profit and loss:
asset, the financial asset is derecognised if the Group
Assets that do not meet the criteria for amortised
has not retained control of the financial asset. Where
cost or FVOCI are measured at fair value through
the Group retains control of the financial asset, the
Statement of Profit and Loss. A gain or loss on a
asset is continued to be recognised to the extent of
debt investment that is subsequently measured at
continuing involvement in the financial asset.
fair value through Statement of Profit and Loss and
is not part of a hedging relationship is recognised in
176 / 177
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Strategic Review
Group or the counterparty. basis the rate prescribed in the said section. The
impact of this change has been recognised in the
2.8.2 Financial liabilities are initially measured at fair value.
current financial year.
Transaction costs that are directly attributable to the
issue of financial liabilities are deducted from the fair 2.9.2 Deferred tax
value of the financial liabilities on initial recognition. Deferred tax is provided using the liability method
After initial recognition, all financial liabilities (other on temporary differences between the tax base of
than financial guarantee contracts and derivative assets and liabilities and their carrying amounts for
instruments – see below) are subsequently financial reporting purposes at the reporting date.
measured at amortised cost using the effective
Deferred tax assets are recognised for all deductible
interest method. The Company has not designated
temporary differences, the carry forward of unused
any financial liability as FVTPL.
tax credits and any unused tax losses. Deferred
Responsible Business
2.8.3
Financial guarantee contracts: The Group on a tax assets are recognised to the extent that it is
case to case basis elects to account for financial probable that taxable profit will be available against
guarantee contracts as a financial instrument or as which the deductible temporary differences, and
an insurance contract, as specified in Ind AS 109 on the carry forward of unused tax credits and unused
Financial Instruments and Ind AS 104 on Insurance tax losses can be utilised, except when the deferred
Contracts. The Group has regarded all its financial tax asset relating to the deductible temporary
guarantee contracts as insurance contracts. At the difference arises from the initial recognition of an
end of each reporting period the Group performs a asset or liability in a transaction that is not a business
liability adequacy test, (i.e. it assesses the likelihood combination and, at the time of the transaction,
of a pay-out based on current undiscounted affects neither the accounting profit nor taxable
estimates of future cash flows), and any deficiency profit or loss.
is recognised in profit or loss.
Statutory Reports
The carrying amount of deferred tax assets is
2.8.4
Derivative instruments: The Group enters into reviewed at the end of each reporting period and
foreign exchange forward contracts to manage reduced to the extent that it is no longer probable
its exposure to foreign exchange rate risks. These that sufficient taxable profits will be available to allow
contracts are initially recognised at fair value and all or part of the asset to be utilised. Unrecognised
subsequently, at the end of each reporting period, deferred tax assets are re-assessed at each
re-measured at their fair values on reporting date. reporting date and are recognised to the extent that
The resulting gain or loss is recognised in profit it has become probable that future taxable profits
or loss in the same line as the movement in the will allow the deferred tax asset to be recovered.
hedged exchange rate.
Deferred tax liabilities and assets are measured at
2.9 Taxation the tax rates that are expected to apply in the period
Income tax expense represents the sum of the tax in which the liability is settled or the asset realised,
Financial Statements
currently payable and deferred tax. Current and based on tax rates (and tax laws) that have been
deferred tax are recognised in profit or loss, except enacted or substantively enacted.
when they relate to items that are recognised in
Deferred tax assets and deferred tax liabilities are
other comprehensive income or directly in equity,
offset if a legally enforceable right exists to set off
in which case, the current and deferred tax are
current tax assets against current tax liabilities and
also recognised in other comprehensive income or
the deferred taxes relate to the same taxable entity
directly in equity respectively.
and the same taxation authority.
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
(All amounts in ` crores)
178 / 179
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
2.12 Borrowing costs 2.15 Cash dividend and non-cash distribution to equity
Borrowing Cost includes interest and amortisation holders
of ancillary costs incurred in connection with the The Group recognises a liability to make cash or
arrangement of borrowings. non-cash distributions to equity holders when
the distribution is authorised and the distribution
Borrowing costs directly attributable to the
is no longer at the discretion of the Company. As
acquisition or construction or production of
per the corporate laws in India, a distribution is
qualifying assets are added to the cost of those
authorised when it is approved by the shareholders.
assets, until such time as the assets are substantially
A corresponding amount is recognised
ready for their intended use or sale. All other
directly in equity.
borrowing costs are recognised in profit or loss in
Strategic Review
the period in which they are incurred Non-cash distributions are measured at the fair
value of the assets to be distributed with fair value
2.13 Provisions
re-measurement recognised directly in equity.
Provisions are recognised when the Group has
a present obligation (legal or constructive) as a Upon distribution of non-cash assets, any difference
result of a past event, it is probable that the Group between the carrying amount of the liability and
will be required to settle the obligation, and a the carrying amount of the assets distributed is
reliable estimate can be made of the amount of the recognised in the statement of profit and loss.
obligation. The amount recognised as a provision
2.16 Earnings per Share
is the best estimate of the consideration required
Basic earnings per share are calculated by dividing
to settle the present obligation at the end of the
the net profit or loss for the period attributable
reporting period, taking into account the risks and
to equity shareholders by the weighted average
Responsible Business
uncertainties surrounding the obligation. When a
number of equity shares outstanding during the
provision is measured using the cash flows estimated
period. The weighted average number of equity
to settle the present obligation, its carrying amount
shares outstanding during the period and for all
is the present value of those cash flows.
periods presented is adjusted for events, such as
2.14 Cash and cash equivalents bonus shares that have changed the number of
Cash and cash equivalents in the balance sheet and equity shares outstanding, without a corresponding
for the purpose of cash flow statement comprises change in resources.
cash in hand and cash at bank including fixed deposit
For the purpose of calculating diluted earnings
with original maturity period of three months and
per share, the net profit or loss for the period
short term highly liquid investments with an original
attributable to equity shareholders and the
maturity of three months or less net of outstanding
weighted average number of shares outstanding
bank over drafts as they are considered an integral
Statutory Reports
during the period is adjusted for the effects of all
part of the Group’s cash management.
dilutive potential equity shares.
Financial Statements
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
2.A Critical accounting judgments and key sources which is dependent on the terms and conditions of the
of estimation uncertainty grant. This estimate also requires determination of the most
The preparation of the financial statements requires appropriate inputs to the valuation model including the
management to make judgements, estimates and expected life of the share option, volatility and dividend yield
assumptions about the reported amounts of assets and and making assumptions about them.
liabilities, and, income and expenses that are not readily
The assumptions and models used for estimating fair value for
apparent from other sources. Such judgments, estimates and
share-based payment transactions are disclosed in Note 36.
associated assumptions are evaluated based on historical
experience and various other factors, including estimation of Useful lives of property, plant and equipment and
the effects of uncertain future events, which are believed to intangible assets
be reasonable under the circumstances. Actual results may The Group reviews the estimated useful lives of property,
differ from these estimates. The estimates and underlying plant and equipment and intangible assets at the end of
assumptions are reviewed on an on-going basis. Revisions each reporting period.
to accounting estimates are recognised in the period in
In F.Y.19-20, effective 1 Jan 2020, the Company has reviewed
which the estimate is revised if the revision affects only that
the estimated economic useful lives of all components within
period or in the period of the revision and future periods if
the broad category of Leasehold improvements and Electrical
the revision affects both current and future periods.
Equipments of its property, plant and equipment, based on
The following are the critical judgements and estimations the combination of evaluation conducted by an independent
that have been made by the management in the process consultants and management estimate. The impact of the
of applying the Group’s accounting policies and that have same on current financial year is disclosed in note 3(iv)
the most significant effect on the amount recognised in
The company at the end of each reporting period, based
the financial statements and / or key sources of estimation
on external and internal sources of information, assesses
uncertainty that may have a significant risk of causing a
indicators and mitigating factors of whether a store (cash
material adjustment to the carrying amounts of assets and
generating unit) may have suffered an impairment loss. If it
liabilities within the next financial year.
is determined that an impairment loss has been suffered, it
Income Tax is recognised in profit or loss.
As stated in Note 25, tax expense is calculated using
Point award schemes
applicable tax rates and tax laws that have been enacted or
Customer award credits having a predetermined life are
substantively enacted. In arriving at taxable profit and tax
granted to customers when they make purchases. The fair
bases of assets and liabilities the Group adjudges taxability
value of the consideration on sale of goods resulting in
of amounts in accordance with tax enactments, case law
such award credits is allocated between the goods supplied
and opinions of tax counsel, as relevant. Where differences
and the award credits granted. The consideration allocated
arise on tax assessment, these are booked in the period in
to the award credits is measured by reference to fair value
which they are agreed or on final closure of assessment.
from the standpoint of the holder and revenue is deferred.
Share based payment The Group at the end of each reporting period estimates
The Company has a share option scheme for certain the number of points redeemed and that it expects will be
employees of the Company and its subsidiaries. In further redeemed, based on empirical data of redemption /
accordance with the terms of the share option scheme, as lapses, and revenue is accordingly recognised.
approved by shareholders at a previous general meeting,
Service tax on renting of immovable properties
employees with a pre-defined grade and having more than
given for commercial use
five years of service may be granted options to purchase
As stated in Note 29, the Group has challenged the
equity shares. Each share option converts into one equity
retrospective levy of service tax on renting of immovable
share of the company on exercise. No amounts are paid or
properties given for commercial use and pending the
payable by the recipient on receipt of the option. The options
final disposal of the matter, which is presently before the
carry neither rights to dividends nor voting rights. Options
Supreme Court, the Group continues not to provide for the
may be exercised with in four years from the date of grant,
retrospective levy.
as per vesting schedule. The share options vests based on
a pre-determined vesting schedule from the date of grant. Inventories
An inventory provision is recognised for cases where the
Equity settled transactions
realisable value is estimated to be lower than the inventory
The Company initially measures the cost of equity-settled
carrying value. The inventory provision is estimated taking
transactions with employees using a binomial model to
into account various factors, including prevailing sales
determine the fair value of the liability incurred. Estimating
prices of inventory item, the seasonality of the item’s sales
fair value for share-based payment transactions requires
profile and losses associated with obsolete / slow-moving
determination of the most appropriate valuation model,
inventory items.
180 / 181
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
Employee Benefits carrying value. The inventory provision is estimated taking
Provision for employee benefits in the nature of gratuity into account various factors, including prevailing sales
and unpaid leave balance is estimated on actuarial basis prices of inventory item, the seasonality of the item’s sales
using a number of assumptions which include assumptions profile and losses associated with obsolete / slow-moving
for discount rate, future salary increases, mortality rates, inventory items.
attrition rates for employees, return on planned assets
Leases:
etc. Any changes in these assumptions will impact the
The Group applied Ind AS 116 Leases for the first time. The
carrying amount of these provisions. Key assumptions are
nature and effect of the changes as a result of adoption of
disclosed in Note 31.
this new accounting standard is described below.
Impairment of Goodwill
Ind AS 116 Leases – Estimating the lease term
Strategic Review
Goodwill is initially measured at cost, being the excess of the
The Group adopted Ind AS 116 using the modified
aggregate of the consideration transferred and the amount
retrospective -2A method of adoption, with the date of
recognised for non-controlling interests, and any previous
initial application on 1 April 2019. The Group elected to use
interest held, over the net identifiable assets acquired and
the transition practical expedient to not reassess whether
liabilities assumed. If the fair value of the net assets acquired
a contract is, or contains, a lease at 1 April 2019. The
is in excess of the aggregate consideration transferred, the
comparative figures are not restated and the cumulative
Group re-assesses whether it has correctly identified all of
effect of initially applying the standard is recognised as an
the assets acquired and all of the liabilities assumed and
adjustment to the opening balance of retained earnings (or
reviews the procedures used to measure the amounts to be
other component of equity, as appropriate) at the date of
recognised at the acquisition date. If the reassessment still
initial application. Instead, the Group applied the standard
results in an excess of the fair value of net assets acquired
only to contracts that were previously identified as leases
over the aggregate consideration transferred, then the gain
applying Ind AS 17 and Appendix C of Ind AS 17 at the date
Responsible Business
is recognised in OCI and accumulated in equity as capital
of initial application. The Group also elected to use the
reserve. However, if there is no clear evidence of bargain
recognition exemptions for lease contracts that, at the
purchase, the entity recognises the gain directly in equity
commencement date, have a lease term of 12 months or less
as capital reserve, without routing the same through OCI.
and do not contain a purchase option (short-term leases),
After initial recognition, goodwill is measured at cost less
and lease contracts for which the underlying asset is of low
any accumulated impairment losses. For the purpose
value (low-value assets).
of impairment testing, goodwill acquired in a business
combination is, from the acquisition date, allocated to each The Group determines the lease term as the non-cancellable
of the Group’s cash-generating units that are expected to term of the lease, together with any periods covered by an
benefit from the combination, irrespective of whether other option to extend the lease if it is reasonably certain to be
assets or liabilities of the acquiree are assigned to those units. exercised, or any periods covered by an option to terminate
the lease, if it is reasonably certain not to be exercised.
A cash generating unit to which goodwill has been allocated
Statutory Reports
is tested for impairment annually, or more frequently when The Group has several lease contracts that include extension
there is an indication that the unit may be impaired. If the and termination options. The Company applies judgement
recoverable amount of the cash generating unit is less than in evaluating whether it is reasonably certain to exercise
its carrying amount, the impairment loss is allocated first the option to renew or terminate the lease. It considers
to reduce the carrying amount of any goodwill allocated all relevant factors that create an economic incentive for
to the unit and then to the other assets of the unit pro rata it to exercise either the renewal or termination. After the
based on the carrying amount of each asset in the unit. Any commencement date, the Company reassesses the lease
impairment loss for goodwill is recognised in profit or loss. term if there is a significant event or change in circumstances
An impairment loss recognised for goodwill is not reversed that is within its control and affects its ability to exercise or
in subsequent periods. Where goodwill has been allocated not to exercise the option to renew or to terminate.
to a cash-generating unit and part of the operation within
Please refer Note 26 for detail disclosures on leases.
that unit is disposed of, the goodwill associated with the
Financial Statements
disposed operation is included in the carrying amount of the Leases - Estimating the incremental borrowing rate
operation when determining the gain or loss on disposal. The Group cannot readily determine the interest rate implicit
Goodwill disposed in these circumstances is measured in the lease, therefore, it uses its incremental borrowing
based on the relative values of the disposed operation and rate (IBR) to measure lease liabilities. The IBR is the rate of
the portion of the cash generating unit retained. interest that the Group would have to pay to borrow over a
similar term, and with a similar security, the funds necessary
An inventory provision is recognised for cases where the
to obtain an asset of a similar value to the right-of-use asset
realisable value is estimated to be lower than the inventory
in a similar economic environment.
3. Property, Plant and Equipment and Intangible Assets
(All amounts in ` Crores)
Air Furniture,
Total
Leasehold conditioning fixtures Office Total
Computers Vehicles Trademarks Software Goodwill Intangible
improvements and other and other Equipments PPE
assets
182 / 183
equipments fittings
Cost or deemed cost
As at 1 April 2019 249.99 238.49 238.86 17.26 63.89 0.79 809.28 1.39 120.73 9.65 131.77
Additions 54.76 44.54 65.64 6.95 10.00 0.15 182.04 0.81 10.15 - 10.96
Disposal (12.79) (11.97) (8.48) (0.22) (3.13) (0.66) (37.25) - - (9.65) (9.65)
As at 31 March 2020 291.96 271.06 296.02 23.99 70.76 0.28 954.07 2.20 130.88 - 133.08
Additions (Refer Note iii) 15.19 8.44 22.88 0.90 12.68 0.06 60.14 0.16 57.69 - 57.85
Disposal (21.92) (17.67) (16.31) (0.79) (7.72) (0.34) (64.76) - (11.91) - (11.91)
As at 31 March 2021 285.23 261.83 302.59 24.10 75.72 0.00 949.46 2.36 176.64 - 179.02
for the year ended 31 March 2021
Accumulated Depreciation
As at 1 April 2019 (65.52) (64.68) (96.01) (9.33) (29.05) (0.16) (264.75) (1.39) (60.21) - (61.60)
Depreciation and (87.84) (71.34) (42.08) (3.93) (13.21) (0.12) (218.52) (0.81) (18.62) - (19.43)
amortisation expense
for the year (Refer Note ii)
Disposal 12.35 11.64 8.07 0.20 3.07 0.31 35.64 - 0.01 - 0.01
As at 31 March 2020 (141.01) (124.38) (130.02) (13.06) (39.19) 0.03 (447.63) (2.20) (78.82) - (81.02)
Depreciation and (52.91) (39.82) (34.32) (3.58) (12.48) (0.37) (143.48) (0.16) (27.22) - (27.37)
amortisation expense
for the period
(Refer Note ii & iv)
Disposal 21.76 17.67 15.41 0.64 7.56 0.34 63.39 - 11.91 - 11.91
As at 31 March 2021 (172.16) (146.53) (148.93) (16.00) (44.11) 0.00 (527.73) (2.36) (94.13) - (96.49)
Net Book Value
As at 31 March 2021 113.07 115.30 153.66 8.09 31.61 - 421.73 - 82.53 - 82.53
As at 31 March 2020 150.95 146.68 166.00 10.93 31.57 0.31 506.44 - 52.06 - 52.06
Note :
i) Movable assets have been pledged to secure borrowings of the Company
ii) Depreciation for the year includes accelerated amounts aggregating to ` 10.14 Crores (31 March 2020 ` 54.63 Crores) primarily in case of Leasehold
improvements,electrical installation and software on account of change in estimate of useful lives of property, plant & equipment resulting from store
Notes to the Consolidated Financial Statements
closures/shifting premises.
iii) During the year ended 31 March 2021, the Company has capitalised the following expenses to cost of Property, plant and equipement.
iv) Effective 1 Jan 2020, the Company has reviewed the estimated economic useful life of all components within the broad category of Leasehold improvements
and Electrical Equipments of its property, plant and equipments, based on the combination of evaluation conducted by an independent consultants and
management estimate
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Strategic Review
Capital work in progress
Opening 10.19 30.56
Additions 52.88 130.64
Capitalisation (60.14) (151.01)
2.93 10.19
Intangible assets under development
Opening 34.23 4.53
Additions 23.62 40.64
Capitalisation (57.85) (10.94)
- 34.23
Responsible Business
As at As at
31 March 2021 31 March 2020
A (Unquoted at cost unless otherwise stated)
i) Equity investments
(At fair value through Profit and Loss)
Stargaze Properties Private Limited 0.00 0.00
1,000 (2020: 1,000) equity shares of ` 10/- each Fully paid
Retailers Association of India 0.00 0.00
10,000 (2020:10,000) equity shares of ` 10/- each Fully paid
Aesthetic Realtors Private Limited 0.00 0.00
66 (2020 : 66) Equity Shares of ` 10/- each Fully Paid
Retailers Association’s Skill Council of India 0.01 0.01
500 (2020 : 500) equity shares of ` 100/- each Fully paid
Statutory Reports
Total (A) 0.01 0.01
B Quoted (fair value through Other Comprehensive Income)
Investments in equity instruments
Future Retail Limited
Nil (2020 : 46,30,115) equity shares of ` 2/- each Fully paid - 248.64
Less: Provision for diminution in the value of investment - (212.18)
Total (B) - 36.46
Total (A) + (B) 0.01 36.47
4. Investments - Current
As at As at
31 March 2021 31 March 2020
Financial Statements
As at As at
31 March 2021 31 March 2020
ICICI Prudential Mutual Fund 15.26 -
1,378,658.027 (2020 : Nil) units in Overnight Fund -Regular Growth
Aditya Birla Sun Life Mutual Fund 19.67 -
177,230.161 (2020 : Nil ) units in Overnight fund - Regular Growth
Nippon India Mutual Fund 24.07 -
2,183,173.296 (2020 : Nil ) units in Overnight fund - Regular Growth
UTI Mutual Fund 20.68 -
74,017.219 (2020 : Nil ) units in Overnight fund - Regular Growth
Total (A) 127.78 111.03
Quoted (At fair value through Profit and Loss)
HDFC Mutual Fund - 43.01
Nil ( 2020:1,45,541.385) units in Overnight fund - Regular Growth
Total (A) + (B) 127.78 154.04
Aggregate value of quoted investment - 79.47
Aggregate value of unquoted investment 127.79 111.04
Aggregate amount of impairment in value of investments 0.00 0.00
Aggregate amount of Increase/(decrease) due to change in the fair value of investments - (212.18)
5.2 These financial assets have been pledged to secure borrowings of the Company (Refer Note 14)
5.3 No trade or other receivables are due from directors or other officer of the Company either severally or jointly with
any other persons.
5.4 For terms and conditions relating to related party receivables, (Refer Note 32)
5.5 Trade receivables are non interest bearing and are generally on terms of 30 to 120 days.
184 / 185
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
As at As at
31 March 2021 31 March 2020
Current
Advances to employees 0.77 0.95
Premises and other deposits 49.23 70.94
Other Receivables
- Considered good 4.53 2.09
- Considered credit impaired 3.45 3.45
7.98 5.54
Less: Impairment allowance (allowance for bad and doubtful debts)
- Considered credit impaired 3.45 3.45
4.53 2.09
Strategic Review
54.53 73.98
6.2 These financial assets have been pledged to secure borrowings of the Company (Refer Note 14)
Responsible Business
7.1 Deferred tax (liabilities)/assets in relation to:
Balance Sheet Statement of Profit and Loss
As at As at Year ended Year ended
31-Mar-2021 31-Mar-2020 31 March 2021 31 March 2020
Deferred tax Assets
Property, Plant and Equipment and Intangible Assets 56.64 44.00 12.64 (29.83)
Right of use assets 190.47 203.63 (13.16) 74.17
Impairment allowance (allowance for bad and doubtful debts) 3.29 7.79 (4.50) (4.32)
Provision for expenses 3.51 2.90 0.61 1.21
Employee benefit expenses 4.11 3.02 0.97 1.52
Lease Deposits 1.54 1.54 - 0.60
Short Term Capital Loss 0.48 1.20 (0.72) 1.79
Business loss & Unabsorbed depreciation 82.39 - 82.39 -
Statutory Reports
Net deferred tax assets / (liabilities) 342.43 264.08 78.23 45.14
8. Other assets
As at As at
31 March 2021 31 March 2020
(Unsecured, considered good)
Non-current
Capital advances 3.13 17.10
Service tax deposited under protest (Refer Note 29 (ii)) 36.35 36.35
Advance income tax (net of provision) 17.74 27.65
Statutory recoverables
Considered good - -
Considered doubtful 0.99 0.99
0.99 0.99
Less : Allowance for doubtful advances 0.99 0.99
- -
57.22 81.10
Current
Balance with government authorities 204.12 143.73
Service tax deposited under protest (Note 29 (i)) 3.45 3.45
Advance for Goods & Services
- Considered good 19.85 19.08
- Considered credit impaired 6.49 4.60
26.34 23.68
Less : Allowance for doubtful advances 6.49 4.60
19.85 19.08
Prepaid Expenses 2.00 2.15
Other assets
- Considered good - 0.35
- Considered credit impaired 2.36 2.36
2.36 2.71
Less : Allowance for doubtful assets 2.36 2.36
- 0.35
229.42 168.76
9. Inventories
As at As at
31 March 2021 31 March 2020
(At lower of cost and Net realisable value) 856.11 1,239.20
Stock-in-trade: Retail merchandise 856.11 1,239.20
9.1 Inventories have been pledged as security for borrowings. ( Refer Note 14)
9.2 The mode of valuation of inventories has been stated in Note 2.5
10.1 These financial assets have been pledged to secure borrowings of the Company (Refer Note 14)
10.2 S
hort-term deposits are made for varying periods of between one day and three months, depending on the immediate
cash requirements of the Company, and earn interest at the respective short-term deposit rates.
10.3 For the purpose of Statement of cash flow,Cash and cash equivalents comprise the followings :
186 / 187
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
As at As at
31 March 2021 31 March 2020
Balance with banks In
- Current accounts 10.23 3.35
- Deposit accounts 0.07 0.07
Cash on hand 2.50 0.61
12.80 4.03
Less : Bank overdraft / Cash credit (Refer Note 14.3 and 15) (33.28) (164.91)
(20.48) (160.88)
Strategic Review
11. Other bank balances
As at As at
31 March 2021 31 March 2020
Margin money account (under lien against bank guarantee) 0.32 0.32
Deposit with original maturity for more than 3 months but less than 12 months 29.00 -
Earmarked accounts (for unpaid dividend) 0.00 0.00
29.32 0.32
Responsible Business
200,000,000 equity shares of ` 5/- each 100.00 100.00
Statutory Reports
Balance at the end of the year 10,93,58,910 54.69 8,79,89,928 44.00
As at As at
31 March 2021 31 March 2020
Name of the Shareholder
Shares held Shares held Shares held Shares held
(Nos) (%) (Nos) (%)
Palm Shelter Estate Development LLP 89,59,058 8.19% 84,71,534 9.63%
Anbee Construction LLP 1,32,31,919 12.10% 1,03,86,401 11.80%
Cape Trading LLP 1,32,31,919 12.10% 1,03,86,401 11.80%
Aditya Birla Sun Life Trustee Private Limited 76,24,513 6.97% 62,25,597 7.08%
Raghukool Estate Development LLP 89,59,060 8.19% 55,93,300 6.36%
Financial Statements
12.5 The Company has one class of equity shares having a par value of ` 5 per share. Each equity shareholder is eligible
for one vote per share held. Each equity shareholder is entitled to dividends as and when the Company declares and
pays dividend after obtaining shareholders’ approval. In the event of liquidation of the company, the holders of equity
shares will be entitled to receive the remaining assets of the company, after distribution of all preferential amounts.
The distribution will be in proportion to the number of equity shares held by the shareholders.
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
(All amounts in ` crores)
12.6 The Company has issued and allotted Nil (2020 : Nil ) number of shares under Share options schemes to certain
employees- Refer Note 36
The Board of Directors of the Company on 16 October 2020 approved the offer and issuance of equity shares of
the Company by way of rights issue to the shareholders of the Company. The Rights issue Committee of Board of
Directors at its meeting held on 17 December 2020, inter-alia, considered and approved allotment of 2,13,68,982 Rights
Equity Shares of face value ` 5 each at a price of ` 140 per Rights Equity Share, to the eligible equity shareholders of the
Company as on record date for an amount aggregating to ` 299.17 crores. Funds received pursuant to allotment are
being utilised towards the objects stated in the Letter of Offer.
For addition and deductions under each of the above heads, refer Statement of changes in equity.
14. Borrowings
As at As at
31 March 2021 31 March 2020
Non-current
Term loans (Secured) from banks 152.76 2.02
Less : Current maturities of long term debts 57.19 1.80
95.57 0.22
14.1 Term Loans are secured by First Pari Passu charge on entire Current Assets including Stocks & Books debts, the entire
movable fixed assets, Lease deposit excluding exclusive lien on lease Deposit to the extent of ` 26.62 Crores by Axis
Bank Ltd, Escrow Account of debit card and credit card receivables.
Term loans availed by Crossword Bookstores Ltd. amounting to ` 2.76 Crores (2020: 2.02 Crores) have corporate
guarantees, joint and several, given by the Group.
188 / 189
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Loan Balance
Name of the Bank Rate of Interest Repayment Schedule
31 March 2021 31 March 2020
Kotak Mahindra Bank 10.15% (2020: Repayable in 36 Equated quarterly Installments 0.47 1.27
10.15%) from November 2018 to October 2021.
Kotak Mahindra Bank 9.25% (2020: Nil) Repayable in 36 Equated quarterly Installments 2.29 -
from August 2021 to July 2024.
Total Non-current 152.76 2.02
borrowings
Current maturities of long-term borrowings
HDFC Bank 8.45% (2020: Nil) Repayable in 8 equal quarterly installments 28.13 -
from 8 Aug 2021 to 8 May 2023
IDFC First Bank 9.50% (2020: Nil) Repayable in 8 equal quarterly installments 28.12 -
Strategic Review
from 30 Sep 2021 to 30 Jun 2023
Kotak Mahindra Bank 9.80% (2020: Repayable in 12 equal quarterly Installments - 1.00
9.80%) from February, 2018 to November 2020
Kotak Mahindra Bank 10.15% (2020: Repayable in 36 equal quarterly Installments 0.47 0.80
10.15%) from November 2018 to October 2021.
Kotak Mahindra Bank 9.25% (2020: Nil) Repayable in 36 Equated quarterly Installments 0.47 -
from August 2021 to July 2024.
Total Current borrowings 57.19 1.80
14.3 Current
As at As at
31 March 2021 31 March 2020
From banks
Responsible Business
- Secured 11.25 133.24
From Others
- Unsecured 22.02 22.02
33.27 155.26
14.4 Loan repayable on demand viz.Cash credit, Working capital loans and Other loans viz. short term loans, are secured
by a first pari passu charge on credit card/debit card receivables (Escrow account), current assets and all movable
fixed assets of the Group both present and future and an exclusive lien on lease deposits except ICICI Bank loan
which is secured by first pari passu charge on the current assets and all the movable fixed assets of the Group both
present and future excluding leasehold rights, lease deposits and shoppers stop brands. Loans amounting to ` 11.16
Crores (2020 : 133.24 Crores) are further secured by corporate guarantees, joint and several, given by the Group.
Statutory Reports
Loan Balance
Name of the Bank Rate of Interest Repayment Schedule
31 March 2021 31 March 2020
Secured :
Axis Bank Nil (2020: 8.70%) On demand - 14.65
ICICI Bank (Cash Credit) 8.40% (2020: 9.50%) On demand 0.09 13.79
Bank of India (Cash Credit) Nil (2020: 9.40%) On demand - 4.85
Kotak Mahindra Bank Ltd. (Cash Credit) Nil (2020: 8.75%) On demand - 32.00
Kotak Mahindra Bank Ltd. (Cash Credit) 9.25% (2020: 10.30%) On demand 9.16 9.54
HDFC Bank Ltd. (Cash Credit) Nil (2020: 9.00%) On demand - 9.78
HDFC Bank Ltd. (Short term loan) Nil (2020: Nil) On demand - -
IDFC Bank (Cash Credit) Nil (2020: 9.75%) On demand - 48.63
Yes Bank Nil (2020: 9.75%) On demand - -
Kotak Mahindra Bank Ltd.(Working Capital 8.75% (2020: Nil) Repayable on 2.00 -
Financial Statements
16.1 There are no Micro and Small Enterprises, to whom the Group owes dues which are outstanding for more than 45 days
during the year except stated in Note 16.1.b. This information as required to be disclosed under the Micro, Small and
Medium Enterprise Development Act, 2006 has been determined to the extent such parties have been identified on
the basis of information available with the Company.
As at As at
31 March 2021 31 March 2020
a) The principal amount and the interest due thereon remaining unpaid to any supplier as 21.27 3.59
at the end of each accounting year
b) The amount of interest paid by the buyer in terms of section 16 of the Micro and Small 0.08 -
enterprise Development Act, 2006, along with the amounts of the payment made to
the supplier beyond the appointed day during each accounting year.
c) The amount of interest due and payable for the period of delay in making payment - -
(which have been paid but beyond the appointed day during the year) but without adding
the interest specified under Micro and Small Enterprise Development Act, 2006.
d) The amount of interest accrued and remaining unpaid at the end of each accounting - -
year;
e) The amount of further interest remaining due and payable even in the succeeding years, - -
until such date when the interest dues as above are actually paid to the small enterprise
for the purpose of disallowance as a deductible expenditure under section 23 of the
Micro and Small Enterprise Development Act, 2006.
17. Provisions
As at As at
31 March 2021 31 March 2020
Current
Provision for employee benefits:
Gratuity (Refer Note 31) 2.33 4.53
Leave Encashment 3.99 6.55
6.32 11.08
190 / 191
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Strategic Review
For the year ended For the year ended
31 March 2021 31 March 2020
Retail sale of merchandise 1,643.03 3,169.99
Other Retail operating revenue
Net proceeds from SOR 67.72 180.88
Net income from concessionaire & consignment model 20.02 60.27
Facility management fees 3.97 22.16
Income from store displays and sponsorship 1.01 3.12
Gift Vouchers lapsed 9.01 14.13
Direct marketing 4.19 11.62
Income from franchisees and others 0.01 1.71
105.93 293.89
1,748.96 3,463.88
Responsible Business
19.1 Disaggregated revenue information
Set out below is the disaggregation of the Group’s revenue from contracts with customers:
Statutory Reports
Outside India - -
Timing of revenue recognition
Goods transferred at a point in time 1,730.76 3,411.14
Services transferred over time (Other operating income) 18.20 52.74
Total Revenue from contracts with customers 1,748.96 3,463.88
*Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.
Financial Statements
19.3 Reconciling the amount of revenue recognised in the statement of profit and loss with the contracted price
Closing inventory
- Retail merchandise 856.11 1,239.20
192 / 193
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Strategic Review
Housekeeping charges 11.65 19.57
Security charges 13.76 27.76
Computer expenses 44.45 42.48
Conveyance and travelling expenses 1.89 14.69
Electricity charges 64.19 98.93
Advertisement and publicity 22.38 60.24
Charges on credit card transactions 11.21 24.47
Allowances for bad and doubtful financial assets* 0.45 1.66
Loss on Sale of Fixed Assets (net) - 0.55
Foreign exchange loss (net) 0.01 (0.25)
Corporate Social Responsibility Expenses (Refer Note 24.2) 0.30 0.85
Miscellaneous expenses 46.96 66.20
363.53 571.24
Responsible Business
*excludes exceptional items
**` 0.50 crores paid towards right issue certification work adjusted against share premium account
Statutory Reports
Payments to Auditors (excluding GST):
For the year ended For the year ended
31 March 2021 31 March 2020
i) Audit fees 0.07 0.07
ii) Other matters - 0.11
iii) Out of pocket expenses - 0.09
24.2 E xpenditure related to Corporate Social Responsibility as per Section 135 of the Companies Act,2013 read with
Schedule VIII thereof
OCI section - Deferred tax related to items recognised in OCI during the year:
Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for 31 March 2021
and 31 March 2020:
25.1 In the absence of reasonable certainty, the Group has not recognised deferred tax assets (DTA) on mark to market loss
on equity shares of Future Retail Ltd for the financial year 2019-20.
194 / 195
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
25.2 The Group elected to exercise the option permitted under section 115BAA of the Income Tax Act, 1961 as introduced
by Taxation Laws (Amendment) Ordinance,2019. Accordingly, the Company has recognised Provision for Income Tax
and re-measured its Deferred tax assets basis the rate prescribed in the said section. The impact of this change has
been recognised during the year ended 31 March 2020.
26. Ind AS 116 Leases was notified by MCA on 30 March 2019 and it replaces Ind AS 17 Leases, including appendices
Strategic Review
thereto. Ind AS 116 is effective for annual periods beginning on or after 1 April 2019. Ind AS 116 sets out the principles
for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases
under a single on-balance sheet model similar to the accounting for finance leases under Ind AS 17. The standard
includes two recognition exemptions for lessees – leases of ‘low-value’ assets (e.g., personal computers) and short-
term leases (i.e., leases with a lease term of 12 months or less).
At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease liability)
and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset).
Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense
on the right-of-use asset. Lessees will be also required to remeasure the lease liability upon the occurrence of certain
events (e.g., a change in the lease term, a change in future lease payments resulting from a change in an index or rate
used to determine those payments). The lessee will generally recognise the amount of the re-measurement of the
Responsible Business
lease liability as an adjustment to the right-of-use asset.Lessor accounting under Ind AS 116 is substantially unchanged
from today’s accounting under Ind AS 17. Lessors will continue to classify all leases using the same classification
principle as in Ind AS 17 and distinguish between two types of leases: operating and finance leases.
The Group has lease contracts for offices, store premises and warehouses used in its operations which has lease terms
between 2 and 24 years. The Group’s obligations under its leases are secured by the lessor’s title to the leased assets.
The Group also has certain leases of offices, store premises and warehouses with lease terms of 12 months or less
and leases of office equipment with low value. The Group applies the ‘short-term lease’ and ‘lease of low-value assets’
recognition exemptions for these leases.
The Group has adopted modified retrospective approach as per para C8 (C) (i) of IND-AS 116, Leases to its leases
effective from accounting period beginning from 1 April 2019. This has resulted in recognizing a Right of Use assets of
` 1,163.31 Crores and Lease Liability of ` 1,964.20 Crores as on 1 April 2019 and difference between Right of Use Assets
Statutory Reports
and Lease Liability amt.to ` 523.09 Crores (net of deferred tax of ` 277.80 Crores) has been adjusted in retained earnings.
26.1 Set out below are the carrying amounts of right-of-use assets recognised and the movements during the years :
26.2 Set out below are the carrying amounts of lease liabilities and the movements during the years:
Particulars
Financial Statements
The effective interest rate for lease liabilities is 8.50% as on 31 March 2021 (8.50 % as on 31 March 2020)
Many lessors have provided rent concessions to the Company as a result of the Covid-19 pandemic. Rent concession
include rent holidays or rent reductions for a period of time. The amendment is to provide lessees that have been
granted Covid-19 related rent concessions with practical relief, while still providing useful information about leases to
users of the financial statements.
As a practical expedient, the Company elected not to assess a Covid-19 related rent concession from a lessor is a
lease modification. and change in lease payments resulting from the Covid-19 related rent concession the same way
it would account for the change under Ind AS 116, if the change were not a lease modification. The practical expedient
applies only to rent concessions occurring as a direct consequence of the Covid-19 pandemic.
Pursuant to the above amendment, the Company has applied the practical expedient by accounting the unconditional
rent concessions in Other income in the Statement of Profit and Loss as under:
26.5 The following provides information on the Company’s variable Lease payments including the magnitude in relation to
fixed payments
The Group has several lease contracts that include extension and termination options. These options are negotiated by
management to provide flexibility in managing the leased-asset portfolio and align with the Group’s business needs.
Management exercises significant judgement in determining whether these extension and termination options are
reasonably certain to be exercised.
196 / 197
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
26.6 Set out below are the future minimum lease rentals payments in respect of lease for offices, store premises and
warehouses are as follows:
As at As at
Particulars
31 March 2021 31 March 2020
Within one year 387.86 434.06
After one year but not more than five years 1,475.52 1,466.81
More than five years 1,057.23 1,645.83
Grand Total 2,920.61 3,546.70
Strategic Review
Calculated as follows:
Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by
weighted average number of equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted
average number of equity shares outstanding during the year plus the weighted average number of equity shares that
would be issued on conversion of all the dilutive potential equity shares into equity shares.
The following reflects the income and share data used in the basic and diluted EPS computations:
As at As at
Particulars
31 March 2021 31 March 2020
(a) Profit attributable to equity share holders from continuing operations (` in Crores) (267.16) (142.03)
Responsible Business
(b) Loss attributable to equity share holders from discontinued operations (` in Crores) (0.00) 0.01
(c) Profit / (Loss) attributable to equity share holders (` in Crores) (267.16) (142.02)
(d) Weighted Number of equity shares outstanding during the year 9,41,37,169 8,79,89,928
(e) Weighted Number of equity shares outstanding during the year after adjustment for 9,41,37,169 8,79,89,928
dilution
(f) Nominal value per share (`) 5.00 5.00
(g) Earning per Share
Continuing operations
Basic (`) (28.38) (16.14)
Diluted (`) (28.38) (16.14)
Discontinued operations
Basic (`) - -
Diluted (`) - -
Statutory Reports
Continuing and Discontinued operations
Basic (`) (28.38) (16.14)
Diluted (`) (28.38) (16.14)
Weighted Average number of Equity shares for basic EPS
Effect of dilution :
Share options
Weighted average number of Equity shares adjusted for the effect of dilution 9,41,37,169 8,79,89,928
Effect of dilution :
Share options
Weighted average number of Equity shares adjusted for the effect of dilution 9,41,37,169 8,79,89,928
Update in FY 20-21 : The IT department has passed order directing the company to pay tax
w.r.t.TDS for A.Y.14-15, AY 2015-16 & AY 2016-17 amounting to ` 112.17 crores on account of non
deduction on contract manufacturing goods in line with earlier years. The Company has filed
appeals for all years before the higher authorities.
The Company has received favourable order from CIT(A) for AY 2012-13 for ` 23.41 crores on
the same matter and hence, The Company is confident of getting relief for all the other years
viz AY 2013-14 to AY 2018-19 hence no provision on the same has been made and the same is
disclosed under contingent liabilities as on 31 March 2021.
Further, the Company has also filed an appeals to higher authorities against disallowances
of Section 14A and other matters amounting to ` 1.79 crores .The Company has received
favourable order for A.Y.2014-15 for ` 3.18 crores towards disallowances of section 14A. Further,
the Company had filed VSV for A.Y.2009-10 towards penalty on service tax and A.Y.2011-12
towards other matters aggregating to ` 2.06 crores and has achieved certainty.
#
2020 : The IT department has passed order directing the company to pay tax w.r.t.TDS for
A.Y.13-14 ` 25.93 crores on account of non deduction on contract manufacturing goods. The
Company has also received similar orders in F.Y.2018-19 to pay tax w.r.t. TDS for A.Y.12-13,
A.Y.17-18 and A.Y.18-19 aggregating to amount of ` 109.61crores on account of non deduction on
contract manufacturing goods.
Further, the Company has also filed an appeals to higher authorities against disallowances of
Section 14A and other matters notional interests amounting to ` 21.11 Crores with respect to
Block assessment years AY 2013-14 to AY 2017-18 and AY 2018-19. The Company is confident of
getting relief at higher authorities as these issues are squarely covered in favour of assessee’s
own case for earlier years however the Company has already created a provision of ` 14.06
Crores. Also, in case of AY 2013-14, AY 2014-15 and AY 2015-16, CIT(A) has already granted relief
in relation to appeal filed for the same disallowances as per the original assessment order, of
which the assessing officer has not taken cognizance of in the Block assessment orders.
Indirect tax claims disputed by the Company relating to issues of applicability and classification
aggregating
- Service Tax other than on Rent ( Refer Note 29 (i) ) - 11.20
- Service Tax on Rent ( Refer Note 29 (ii) ) 20.11 20.11
- VAT @ 5.45 0.01
- Custom Duty $ 0.47 0.47
@
Includes the demand of ` 5.37 Crores is on account of disallowance of VAT set off due to J1-J2
mis-match or GSTR 1 Vs 3B (amount paid under protest ` 0.33 Crores). The Company has filed an
appeal and matter is still pending before Asst.Commissioner Commercial Tax.
Balance ` 0.08 Crores is towards demand raised against MVAT assessment for 2015-16 of
Subsidiary, Crossword Bookstores Ltd.
$
Aggrieved with the decision of custom department for demanding the payment of SAD refund
of ` 0.42 Crores the Company has filed an appeal before CESTAT. Further, the company has
received demand order of ` 0.05 Crores on account of misclassification of imported goods.
Against the said order the Company has filed an appeal before CESTAT. Both these matters are
pending with CESTAT.
b) Others 0.25 0.25
c) Bank Guarantees 8.17 9.16
Note: Future cash outflows in respect of (a) and (b) above are determinable only on receipt
of judgements/decisions pending with various forums/authorities.
198 / 199
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
As at As at
31 March 2021 31 March 2020
ii) Commitments
a) Estimated amount of contracts remaining to be executed on capital account 7.60 45.35
and not provided for
b) Corporate guarantee given to banks jointly and severally :
- Shoppers Stop Limited has given the corporate guarantee for loans taken by Crossword 18.40 18.40
Bookstores Ltd. ` 18.40 Crores (2020:Crossword Bookstores Ltd. ` 18.40 Crores)
Strategic Review
business support services (concessionaire business model) for the period from May 2006 to May 2007. The
final liability after considering the penalty and interest amounting to ` 11.20 Crores (deposit paid under protest
` 3.45 Crores). The Company had filed an appeal before Mumbai High Court. The Company subsequently filed
for Sabka Vishwas - (Legacy Dispute Resolution) Scheme, 2019 (SVLDRS) and basis the final order, the matter is
concluded without any further liability.
ii) Pursuant to levy of service tax on renting of immovable properties given for commercial use, retrospectively
with effect from 1 June 2007, the Company has based on a legal advice, challenged the said levy and, inter-alia,
its retrospective application. Pending the final disposal of the matter, which is presently before the Supreme
Court, the Company continues not to provide for the retrospective levy aggregating to ` 20.11 Crores out of the
total demand of ` 36.35 Crores for the period 1 June 2007 to 31 March 2010 which has paid under protest.
Responsible Business
The accumulated losses of Crossword Bookstores Limited, a wholly owned subsidiary company, amounted to ` 59.68
Crores as at 31 March 2021 ( 31 March 2020 ` 46.78 Crores) and these losses have eroded its net worth. Crossword
Bookstores Limited continues to take steps to revamp its operations, brand positioning, closing of loss making stores,
foraying into Digital and Ecommerce operations etc. Due to the prevailing Covid situation, the turnaround is longer
than we had anticipated. The Company had not recorded any impairment in the current financial year (31 March 20:
` 9.65 Crores).
Statutory Reports
reduced by the amount of forfeited contributions.
The Group’s contribution to Provident Fund and Superannuation Fund aggregating ` 14.03 Crores (2020 : ` 16.26
Crores) has been recognised in the Statement of Profit and Loss under the head Employee Benefits Expense.
Information about the contributions to defined contribution plans for key managerial personnel is disclosed in Note 32.
Under the plan, the employees are entitled to a lump-sum amounting to 15 days’ final basic salary for each year of
completed service payable at the time of retirement/resignation provided the employee has completed 5 years of
continuous service.
Financial Statements
a) The plan exposes the Group to actuarial risks such as: investment risk, interest rate risk, salary risk and longetivity risk.
Investment risk The probability or likelihood of occurrence of losses relative to the expected return on any particular
investment.
Interest risk The plan exposes the Group to the risk of fall in interest rates. A fall in interest rates will result in an increase in
the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability.
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
(All amounts in ` crores)
Longevity risk The Group has used certain mortality and attrition assumptions in the valuation of the liability. The Group is
exposed to the risk of actual experience turning out to be worse compared to the assumption.
Salary Risk The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan
participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of
increase in salary used to determine the present value of obligation will have a bearing on the plan's liability.
Demographic risk The Company has used certain mortality and attrition assumptions in the valuation of the liability. The
Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.
Regulatory risk Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act,1972 ( as amended
from time to time) . There is a risk of change in the regulations requiring higher gratuity payouts.
Asset liability The duration of liability is longer as compare to duration of assets, exposing the Company to market risk for
mismatching or volatilities / fall in the interest rate.
market risk
b) The principal assumptions used for the purposes of the actuarial valuations were as follows.
As at As at
Particulars
31 March 2021 31 March 2020
Discount rate 5.65%-5.85% 5.60%
Expected rate of salary increase 4.50% 4% - 5%
Average Longevity at retirement age for current beneficiaries of the plan (years) Indian Assured Lives Mortality 2006-08
Rate of employee turnover
Upto 5 Year 40.00% 35% - 35%
Above 5 Year 11% - 14% 11% - 12%
c) Amount recognised in statement of profit and loss in respect of these defined benefit plan
For the year ended For the year ended
Particulars
31 March 2021 31 March 2020
Current service cost 2.37 2.47
Net interest cost 0.23 0.20
Components of defined benefits costs recognised in profit or loss. 2.60 2.67
Remeasurements on the net defined benefit liability :
- Return on plan assets, excluding amount included in interest expense/(income) 0.29 0.25
- Actuarial (gain)/loss from change in demographic assumptions (0.10) 0.02
- Actuarial (gain)/loss from change in financial assumptions (0.08) 1.53
- Actuarial (gain)/loss from change in experience adjustments 0.34 1.15
Total amount recognised in other comprehensive income 0.45 2.95
Total 3.05 5.62
d) The amount included in the balance sheet arising from Group’s obligation in respect of its benefit plan is as
follows:
As at As at
Particulars
31 March 2021 31 March 2020
Present value of funded defined benefit obligation 16.60 17.68
Fair value of plan assets 14.27 13.15
Net liability arising from defined benefit obligation 2.33 4.53
e) Movement in the present value of the defined benefit obligation are as follows:
For the year ended For the year ended
Particulars
31 March 2021 31 March 2020
Opening defined benefit obligation 17.68 14.63
Current service cost 2.37 2.47
Interest cost 0.99 1.03
Remeasurements (gains)/losses:
- Actuarial (gain)/loss from change in demographic assumptions (0.10) 0.02
200 / 201
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Strategic Review
For the year ended For the year ended
Particulars
31 March 2021 31 March 2020
Opening fair value of plan assets 13.15 11.76
Interest income 0.74 0.82
Remeasurement (gains)/losses: - -
- Return on plan assets, excluding amount included in net interest expense (0.01) 0.04
Contributions from the employer 4.74 3.67
Benefits paid/transferred (4.35) (3.14)
Closing fair value of plan assets 14.27 13.15
g) Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate,
expected salary increase, attrition rate and mortality. The sensitivity analysis below have been determined based
on reasonable possible changes of the assumptions occurring at the end of the years, while holding all other
assumptions constant. The results of sensitivity analysis is as follows:
Responsible Business
Particulars 31 March 2021 31 March 2020
Defined benefit obligation (base) 16.60 17.68
Statutory Reports
% change compared to base due to sensitivity 0.00% 0.00% 0.00% 0.00%
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit
obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the
assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has
been calculated using the projected unit credit method at the end of the years, which is the same as that applied in
calculating the defined benefit obligation asset recognised in the balance sheet.
There in no change in the method of valuation for the prior periods in preparing the sensitivity analysis. For change in
assumptions refer to Note 31.2b above.
Financial Statements
b) The Group expects to contribute ` 4.43 crores to its gratuity plan for the next year.
c) Weighted average duration of the defined benefit obligation is ranging in between 4.21- 6 years (based on
discounted cashflows)
Expected cash flows over the next (valued on undiscounted basis): ` In Crores
1 year 2.55
2 to 5 years 8.46
6 to 10 years 6.44
More than 10 years 7.01
202 / 203
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
(d) Entities in which other directors are directors / Sanghavi Associates Ltd.,
trustees
Trust for Retailers & Retailers Associates of India
Trrain Circle Private Limited
Trrain Foundation,
JW Marriott Sahar Mumbai unit of Chalet Hotels Pvt Ltd *
Note 35 provides the information about the group’s structure including the details of the subsidiaries. The following table
provides the total amount of transactions that have been entered into with related parties for the relevant period:
Strategic Review
(refer (c) above) Personnel
Remuneration to managing director & chief executive officer - 1.79 1.79
(Mr.Rajiv Suri,chief executive officer was appointed as managing director &
chief executive officer upto 25 August 2020)
Short term benefits - 1.74 -
Post employment benefits ** - 0.05 -
Share based payments - - -
(6.96) (6.96)
Remuneration to managing director & chief executive officer - 1.38 1.38
- Refer note 1 below
(Mr.Venu Nair,chief executive officer was appointed as managing director &
chief executive officer w.e.f.6 November 2020)
Short term benefits - 1.27
Post employment benefits ** - 0.05
Responsible Business
Share based payments (41,436 equity share options) - 0.06
- - -
Remuneration to company secretary * - 0.52 0.52
(Paid to Mr.Bharat Sanghavi upto 15 January 2021)
Short term benefits - 0.51 -
Post employment benefits ** - 0.01 -
Share based payments - - -
- (0.54) (0.54)
Remuneration to company secretary * - 0.14 0.14
(Paid to Mr.Vijay Gupta w.e.f. 16 January 2021)
Short term benefits - 0.13
Post employment benefits ** - 0.01
Statutory Reports
Share based payments - -
- - -
Remuneration to chief financial officer * - 1.47 1.47
Short term benefits - 1.29 -
Post employment benefits ** - 0.07 -
Share based payments (57,804 equity share options) - 0.11 -
- (1.59) (1.59)
Remuneration to company secretary of Subsidiary Co * - 0.08 0.08
Mukti Pandya
Short term benefits - 0.08 -
Post employment benefits ** - 0.00 -
Share based payments - - -
(0.11) (0.11)
Financial Statements
204 / 205
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Strategic Review
(1.46) - -
Chalet Hotels Ltd* 0.55 - -
(1.22) - -
Trrain Circle Pvt Ltd 0.07 - -
(0.04) - -
K.Raheja Corp.Pvt.Ltd.* - - -
(0.01) - -
B.S.Nagesh - - -
(0.03) -
Deposits Paid - - -
(0.18) (0.18)
Inorbit Malls (India) Private Limited * - - -
(0.18) - -
Responsible Business
- - -
Advance Rent - - -
(0.24) - (0.24)
Inorbit Malls (India) Private Limited * - - -
(0.24) - -
Expenses paid 0.14 - 0.14
(0.75) - (0.75)
Miscellaneous expenses
Chalet Hotels Ltd* - - -
(0.03) - -
Inorbit Malls (India) Private Limited * - - -
- - -
Juhu Beach Resorts Ltd.* - - -
Statutory Reports
(0.34) - -
Retailers Association of India 0.07 - -
(0.03) - -
Trrain Circle Pvt Ltd * - - -
- - -
Legal and professional fees - -
Retailers Association of India - - -
(0.02) - -
JW Marriott Sahar Mumbai unit of Chalet Hotels Pvt ltd *
- - -
Advertisement and publicity
Inorbit Malls (India) Private Limited * 0.06 - -
- - -
Financial Statements
* These parties are not related to Shoppers Stop Ltd. per Ind AS 24 definition. These parties have been reported on the
basis of their classification as related party under the Companies Act 2013.
** Post employment benefits have been provided at gross level on totality basis and not available at individual employee level.
Note 1
During the current year, the managerial remuneration paid by the Company as per contractual obligation (subject to approval
of Shareholders) to Mr. Venugopal Nair, Managing Director and CEO is in excess of limits laid down under Section 197 of the
Companies Act, 2013 (‘the Act’) read with Schedule V to the Act by ` 1.03 crores. The company is in the process of obtaining
approval from its shareholders in the ensuing annual general meeting by way of a special resolution.
Note 2
The Commission to Non-Executive Directors will be paid after the financial statements are approved by the Members at the
ensuing Annual general meeting of the Company.
206 / 207
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
34 Discontinued Operations
Strategic Review
The Board of Directors of Gateway Multichannel Retail (India) Limited (Gateway), a subsidiary of SSL had decided
to discontinue operation in January 2009. SSL has committed to provide the necessary level of support, to enable
Gateway to remain in existence and continue as a going concern.
Responsible Business
Income tax - -
(Loss) after tax from discontinued operations (0.00) 0.01
(attributable to owners of the Company)
Statutory Reports
Cash flows from discontinued operations 31 March 2021 31 March 2020
Net cash inflow/(outflow) from operating activities (0.01) 0.00
Net cash inflow/(outflow) from investing activities 0.00 0.00
Net cash inflow/(outflow) from financing activities - -
Net cash Inflows (0.00) 0.00
Financial Statements
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
(All amounts in ` crores)
35. Subsidiaries
a) The subsidiaries (which alongwith SSL Limited, the parent, constitute the Group) considered in the preparation of
these Consolidated Financial Statements are:
Proportion of ownership interest and
Place of voting power held by the Group
Name of subsidiary Principal activity
Incorporation
31 March 2021 31 March 2020
Crossword Book Stores Retailing in books and other allied items India 100% 100%
Limited through departmental stores operated
by self or by franchisees
Upasna Trading Limited Supervising distribution and logistics operations India 100% 100%
(The Company is non-operational)
Shopper’s Stop Services The Company is non-operational India 100% 100%
(India) Limited
Shopper’s Stop.Com (India) Retailing a variety of consumer products India 100% 100%
Limited through online channel
Gateway Multichannel Catalogue retailing business India 100% 100%
Retail (India) Limited (Discontinued operations)
(The Company is non-operational)
The fair value of the share options is estimated at the grant date using a Lattice model for option pricing taking into
account the terms and conditions upon which the share options are granted. However, the above performance
condition is only considered in determining the number of instruments that will ultimately vest.
The Contractual term of each option granted is three years. There are no cash settlement alternatives. The Group
does not have a past practice of cash settlement for these share options.
The following share-based payment arrangements were in existence during the current and prior years :
208 / 209
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
All options vested based on the pre determined vesting schedule (i.e. over a period of or at the end of three years) from the
date of grant and expire after 12 months from the last date of vesting schedule, six months from the date of retirement or
twelve months after the resignation of the employee, whichever is the earlier.
Strategic Review
Granted on 30 October 2020 43,718 30.10.2020 29.10.2023 171.00 50.59
Granted on 15 January 2021 41,436 15.01.2021 14.06.2024 181.00 73.79
Granted on 15 January 2021 54,509 15.01.2021 14.06.2026 181.00 86.16
Granted on 15 January 2021 3,45,114 15.01.2021 14.06.2026 192.00 82.06
Responsible Business
Surrendered during the year 89,866 -
Outstanding at the end of the year 6,70,000 183.59 1,24,294 465.26
Of the above outstanding share options, 6,70,000 (2020: 1,24,294) shares are exercisable at the end of the respective years.
Options
Exercised Exercised Exercised Lapsed Surrender
granted Outstanding Outstanding
Year / (date of Grant) till in till in in
(net of 31.3.2020 31.3.2021
31.3.2019 2019-20 31.3.2020 2020-21 2020-21
lapsed)
2018-19 (08.06.2018) 9,191 - - 9,191 9,191 - -
2018-19 (08.06.2018) 5,253 - - - 5,253 - 5,253 -
2018-19 (27.07.2018) 23,810 - - - 23,810 6,718 17,092 -
Statutory Reports
2018-19 (08.06.2018) 6,610 - - - 6,610 - 6,610 -
2019-20 (30.04.2019) 10,684 - - - 10,684 10,684 - -
2019-20 (30.04.2019) 20,712 - - - 20,712 7,835 12,877 -
2019-20 (30.07.2019) 21,582 - - - 21,582 - 21,582 -
2019-20 (30.01.2020) 26,452 - - - 26,452 - 26,452 -
2020-21 (10.07.2020) 2,03,097 - - - - 20,896 - 1,82,201
2020-21 (13.08.2020) 8,485 - - - - - - 8,485
2020-21 (30.10.2020) 43,718 - - - - 5,463 - 38,255
2020-21 (15.01.2021) 41,436 - - - - - - 41,436
2020-21 (15.01.2021) 54,509 - - - - - - 54,509
2020-21 (15.01.2021) 3,45,114 - - - - - - 3,45,114
- - 1,24,294 60,787 89,866 6,70,000
Financial Statements
2020-21 2019-20
Date of grant 10.07.2020 13.08.2020 30.10.2020 15.01.2021 15.01.2021 15.01.2021 30.04.2019 30.04.2019 30.07.2019 30.01.2020
Number of option 2,03,097 8,485 43,718 41,436 54,509 3,45,114 10,684 20,712 21,582 26,452
granted
Contractual life 1 years 2 years 1 years 2.41 years 4.42 years 4.42 years 2 years 3 years 3 years 3 years
Vesting Schedule
(from the date of grant)
First Year 100% 100% 100% - 25% 25% - 30% 30% 30%
Second Year - - - - 50% 50% 100% 30% 30% 30%
Third Year - - - 100% 25% 25% - 40% 40% 40%
Method of settlement Equity Equity Equity Equity Equity Equity Equity Equity Equity Equity
Estimated Fair Values 45.27 43.97 50.59 73.79 86.16 82.06 137.41 139.39 110.22 135.80
(Arrived at by applying
Lattice model for
option Pricing)
Model inputs 174 165 171 181 181 192 468 468 387 383
(share price at the
grant date) `
Exercise Price ` 174 165 171 181 181 192 468 468 387 383
Expected Volatility 42.84% 43.56% 41.25% 44.00% 39.00% 43.00% 33.08% 33.50% 33.01% 32.52%
Risk free rate of return 0.99% 1.05% 1.05% 1.00% 1.00% 1.00% 1.73% 1.73% 1.52% 1.52%
36.6 The weighted average contractual life of the options outstanding is 3.09 years
Their are no outstanding Forward Exchange Contracts entered into by the Group as at 31 March 2021.
The proceeds of the issue are utilised in accordance with the details set forth below :-
Total unutilised
Amount as proposed Amount utilised
S. No. Item Head* as on
in Issue Document during the year
31 March 2021
1. Repayment of Working Capital Borrowings 125.00 125.00 -
2 Funding Working Capital Requirements. 100.00 100.00 -
(Including Issue Expenses)
210 / 211
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
Total unutilised
Amount as proposed Amount utilised
S. No. Item Head* as on
in Issue Document during the year
31 March 2021
3 General Corporate Purpose* 70.83 70.83 -
4 Share Issue Expenses 3.34 3.21 -
Total 299.17 299.04 -
* For “General corporate purposes”, the Company has invested the proceeds in mutual fund and relied on the confirmation provided by
the lawyers to the Rights Issue that amount invested in mutual fund can be considered as amount spent towards objects of the issue as
per Letter of Offer.
Strategic Review
A. Capital risk management
The Group’s objectives when managing capital are to safeguard continuity as a going concern, provide appropriate
return to shareholders and maintain a cost efficient capital structure. The Group determines the amount of capital
required for respective companies on the basis of an annual budget and a five year plan, including, for working
capital, capital investment in stores, technology. The Group’s funding requirements are met through internal accruals
and a combination of both long-term and short-term borrowings. Majorly Group raise long term loan for its CAPEX
requirement and based on the working capital requirement utilise the working capital loans.
The Group monitors capital on the basis of consolidated total debt to consolidated total equity on a periodic basis. The
following table summarise the capital of the Group:
As at As at
Capital
31 March 2021 31 March 2020
Long term borrowings (including current maturities) 152.76 2.02
Responsible Business
Interest acccured and not due on borrowings 1.01 0.09
Short term borrowings 33.27 155.26
Total debt * 187.04 157.37
Equity Share Capital 54.69 44.00
Other equity 65.04 22.64
Total equity 119.73 66.64
Debt Equity Ratio 1.56:1 2.36:1
Statutory Reports
Companies reviews and sets out policies for managing these risks and monitors suitable actions taken by management
to minimise potential adverse effects of such risks on the Group’s operational and financial performance.
a) Market risk:
Market Risk is the risk that changes in market place could affect the future cash flows to the Group. The market risk
for the Group arises primarily from product price risk, interest rate risk and, to some extent, foreign currency risk.
Product price risk: In a potentially inflationary economy, the Group expects periodical price increases across its
retail product lines. Product price increases, which are not in line with the levels of customers’ discretionary,
spends, may affect the business/retail sales volumes. In such a scenario, the risk is managed by offering judicious
product discounts to retail customers to sustain volumes. The Group negotiates with its vendors for purchase
price rebates such that the rebates substantially absorb the product discounts offered to the retail customers.
This helps the Group protect itself from significant product margin losses. This mechanism also works in case of
Financial Statements
a downturn in the retail sector, although overall volumes would get affected.
Interest risk: The Group is exposed to interest rate risk primarily due to borrowings having floating interest
rates. The Group uses available working capital limits for availing short-term working capital demand loans with
interest rates negotiated from time to time so that the Group has an effective mix of fixed and variable rate
borrowings. Interest rate sensitivity analysis shows that an increase / decrease of fifty basis points in floating
interest rates would result in decrease / increase in the Group ’s profit before tax by approximately ` 0.46 crores
(2020 : ` 0.16 crores).
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
(All amounts in ` crores)
Currency risk: The Group’s significant transactions are in Indian Rupees and therefore there is minimal foreign
currency risk. Generally, the Group fully covers the foreign currency risk for transactions in foreign currency
which are primarily for import of merchandise, by entering into forward foreign exchange contracts. Also Refer
Note 37 for the forward foreign currency contracts outstanding at the end of the years.
b) Credit risk:
Credit risk is a risk that the counterparty will default on its contractual obligation resulting in financial loss to
the Group. The credit risk for the Group primarily arises from credit exposures to trade receivables (mainly
institutional customers), deposits with landlords for store properties taken on leases and other receivables
including balances with banks.
Trade and other receivables: The Group’s retail business is predominantly on ‘cash and carry’ basis which is
largely through credit card collections. The credit risk on such collections is minimal, since they are primarily
owned by customers’ card issuing banks. The Group has adopted a policy of dealing with only credit worthy
counterparties in case of institutional customers and the credit risk exposure for institutional customers is
managed by the Group by credit worthiness checks. The Group also carries credit risk on lease deposits with
landlords for store properties taken on leases, for which agreements are signed and property possessions timely
taken for store operations. The risk relating to refunds after store shut down is managed through successful
negotiations or appropriate legal actions, where necessary.
The Group’s experience of delinquencies and customer disputes have been minimal. Further, Trade and other
receivables consist of a large number of customers, across geographies, hence, the Group is not exposed to
concentration risks.
c) Liquidity Risk:
Liquidity risk is a risk that the Group may not be able to meet its financial obligations on a timely basis through
its cash and cash equivalents, and funds available by way of committed credit facilities from banks.
Management manages the liquidity risk by monitoring rolling cash flow forecasts and maturity profiles of
financial assets and liabilities. This monitoring includes financial ratios and takes into account the accessibility of
cash and cash equivalents and additional undrawn financing facilities.
The table below summarises the maturity profile (remaining period of contractual maturity at the balance sheet
date) of the Group’s financial liabilities based on contractual undiscounted cash flows.
In respect of financial guarantee contracts, no amounts are recognised based on the results of the liability
adequacy test for likely deficiency / defaults by the entities on whose behalf the Group has given guarantees,
grounded on the Group’s actual experience.
The Group has access to following financing facilities as at the end of the financial years mentioned.
212 / 213
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
As at As at
Total financing facility
31 March 2021 31 March 2020
Secured working capital facilities
Amount used 22.20 131.92
Amount unused 175.97 29.08
Total 198.17 161.00
Strategic Review
Financial Assets (amortised cost)
Trade receivables 30.77 34.07
Cash & Cash equivalents 12.80 4.03
Other bank balances 29.32 0.32
Other financial assets
- Premises and other deposits 157.59 150.60
- Others 5.30 3.05
Total 235.78 192.07
Financial Liabilities (amortised cost)
Borrowings - long term 95.57 0.22
Borrowings - short term 33.27 155.26
Lease liability 1,919.79 2,089.38
Trade payables 1,152.48 1,521.87
Responsible Business
Other financial liabilities 94.66 70.64
Total equity 3,295.77 3,837.38
The fair values of the above financial assets and liabilities approximate their carrying amounts.
ii) Financial assets and liabilities that are measured at fair value on a recurring basis as at the end of each years :
Fair value as at
Financial assets / Financial liabilities Fair value Hierarchy
31 March 2021 31 March 2020
Fair Value through Profit and Loss
Forward foreign currency contracts Assets Assets Level 2
Nil Nil
Investment in Mutual Funds Assets Assets Level 2
127.78 154.04
Statutory Reports
Fair Value through OCI
Investment in Future Retail Limited Assets Assets Level 1
Nil 36.46
Valuation technique and key input used: Fair value is determined using discounted future cash flows, which are
estimated at the end of the years, discounted at a rate that reflects the credit risk of the Company.
The fair values of the quoted instruments (Investment in Mutual funds and Future Retail Limited) are based on the
price quotations at the year end.
Financial Statements
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
(All amounts in ` crores)
40.
Additional information as required by Paragraph 2 of the General Instructions for Preparation of Consolidated Financial
Statements to Schedule III to the Companies Act, 2013
214 / 215
Notes to the Consolidated Financial Statements
for the year ended 31 March 2021
Corporate Review
(All amounts in ` crores)
42. The current financial year has been a challenging year for our business. The year began amidst a strict lockdown
post the emergence of the Coronavirus (Covid-19) towards the end of the last financial year. The economy gradually
opened post June 20 and the second half of the year was progressing towards recovery. However, a much stronger
second wave of Covid-19 infections hit the country towards the end of current financial year and has once again
resulted in significant disruption to our business as several cities and towns have announced restrictions. As of
now, the company believes this pandemic may not impact the recoverability of the carrying value of its assets. The
Company is closely monitoring the developments and possible effects that may result from the present pandemic on
Strategic Review
its financial condition, liquidity and operations and working to minimise the impact of this unprecedented situation.
As the situation is continuously evolving, the eventual impact may be different from the estimates made as of the date
of approval of these financial statements.
43. Amount appearing as zero 0.00 in financials are below the rounding off norm adopted by the Company.
44. The previous year’s figures have been regrouped / reclassified wherever necessary.
In terms of our attached report of even date For and on Behalf of the Board of Directors
Responsible Business
(DIN:00027595) (DIN:00046163)
Statutory Reports
Financial Statements
Notes
Corporate Information
Board of Directors Registered Office
B. S. Nagesh – Chairman & Non-Executive Director Umang Tower, 5th Floor,
Ravi C. Raheja – Non-Executive Director Mindspace, Off. Link Road,
Neel C. Raheja – Non-Executive Director Malad (West), Mumbai - 400 064
Deepak Ghaisas – Independent Director Website: www.shoppersstop.com
Nitin Sanghavi1 – Independent Director email: investor@shoppersstop.com/
Manish Chokhani – Independent Director company.secretary@shoppersstop.com
Nirvik Singh – Independent Director CIN:L51900MH1997PLC108798
Ameera Shah – Independent Director
Robert Bready – Independent Director Statutory Auditors
William Kim2 – Independent Director S R B C & Co LLP
Rajiv Suri3 – Managing Director & Chief Executive Officer
Venugopal Nair4 – Managing Director & Chief Executive Officer Internal Auditors
KPMG Assurance and Consulting Services LLP
Audit & Risk Management Committee
Deepak Ghaisas – Chairman Registrar and Share Transfer Agent
Ravi C. Raheja – Member KFin Technologies Private Limited
Nitin Sanghavi1 – Member Selenium Tower B, Plot 31 and 32, Financial District,
Manish Chokhani5 – Member Nanakramguda, Serilingampally Mandal,
Ameera Shah – Member Hyderabad, Telangana - 500 032
William Kim6 – Member Toll Free No: 18003454001
Web Address: www.kfintech.com
Nomination, Remuneration & e-mail ID: einward.ris@kfintech.com
Corporate Governance Committee balaji.reddy@kfintech.com
Nirvik Singh – Chairman
Neel C. Raheja – Member Bankers
Nitin Sanghavi1 – Member Axis Bank Limited
Ameera Shah – Member Bank of India
William Kim6 – Member HDFC Bank Limited
ICICI Bank Limited
Stakeholders Relationship Committee IDFC First Bank Limited
Ravi C. Raheja – Chairman Kotak Mahindra Bank Limited
Neel C. Raheja – Member Yes Bank Limited
B.S. Nagesh – Member
Deepak Ghaisas – Member Management Team
Venugopal Nair
Corporate Social Responsibility Committee Karunakaran Mohanasundaram
Ravi C. Raheja – Chairman Neeraj Nagpal
Robert Bready – Member Devadas Chittozhi
Rajiv Suri5 – Member Ajay Chablani
Manish Chokhani6 – Member Venkatesh Raja
Sandeep Narain
Chief Financial Officer Anil Shankar
Karunakaran Mohanasundaram
Solicitors
Company Secretary Wadia Ghandy & Co.
Bharat Sanghavi7
Vijay Kumar Gupta8
5
Resigned as Committee Member effective August 13, 2020
1
Resigned effective July 31, 2020 6
Appointed effective August 13, 2020
2
Appointed effective June 15, 2020 7
Resigned effective January 15, 2021
3
Resigned effective August 25, 2020 8
Appointed effective January 16, 2021
4
Appointed effective November 06, 2020
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