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Directors Report of Trent Ltd.

Mar 31, 2016

The Directors present their Sixty Fourth Annual Report together with the Audited Financial Statements for the year ended 31st March 2016.

1. Financial results

Standalone Consolidated 2015-2016 2014-2015 2015-2016 2014-2015 Rs. Crores Rs. Crores Rs. Crores Rs. Crores

Total income 1571.32 1432.47 2463.51 2381.44

Profit before tax 96.92 138.89 103.44 199.50

Less: Provision for taxation 19.07 38.86 40.29 70.07

Profit after tax 77.85 100.03 63.15 129.43

Less: Minority share of Profit/(Loss) - - 0.07 0.10

Less: Pre acquisition Profit / (Loss) - - 0.14 -

Profit /(Loss) after Minority Interest 77.85 100.03 62.94 129.33

Add: Balance brought forward from previous year 131.69 101.19 (50.69) (109.67)

Amount debited to opening reserves - (4.53) - (5.35)

Adjustment on account of Merger - - (3.68) -

Balance available for Appropriations 209.54 196.69 8.57 14.31

Appropriations

Interim Dividend on Equity Shares 29.91 - 36.37 -

Proposed Dividend on Equity Shares - 33.23 - 33.23

Tax on dividend 6.09 6.77 6.48 6.77

Transfer to Debenture Redemption Reserve 0.75 20.00 0.75 20.00

Transfer to General Reserve - 5.00 - 5.00

Balance carried forward 172.79 131.69 (35.03) (50.69)

209.54 196.69 8.57 14.31

On a standalone basis, income for the year at Rs. 1571.32 crores increased by 9.69% from the previous year''s Rs. 1432.47 crores, Profit before tax for the year at Rs. 96.92 crores decreased by 30.22 % (increased by 17.63% excluding exceptional) from the previous year''s Rs. 138.89 crores and Profit after tax for the year at Rs. 77.85 crores decreased by 22.17% from the previous year''s Rs. 100.03 crores. On a consolidated basis, income for the year was Rs. 2463.51 crores, Profit before tax for the year was Rs. 103.44 crores and Profit after tax for the year was Rs. 62.94 crores. The consolidated results of the Company for the year under review are not comparable with the reported consolidated results for FY 2014-15, especially consequent to the transition of Trent Hypermarket Private Limited to a 50:50 joint venture from being a wholly owned subsidiary earlier.

The Company proposes to transfer an amount of Rs. 0.75 crores to the Debenture Redemption Reserve.

2. Dividend

On 12th March 2016, the Board of Directors declared an interim dividend of 90% i.e. Rs. 9/- per Equity Share (previous year 100% which included a one time special dividend of 25%) on 3,32,31,673 Equity Shares of Rs. 10/- each for the year ended 31st March 2016, which was paid on 29th March 2016. The Directors did not consider a final dividend for the year ended 31st March 2016.

3. Share Capital

The paid up Equity Share Capital as on 31st March 2016 was Rs. 33,23,16,730. During the year under review, the Company had issued and allotted in aggregate 129 equity shares which were held in abeyance for the rights issue made by the Company in the years 2007 and 2010. The Company has not issued shares with differential voting rights. The Company has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

4. Management Discussion and Analysis report

A separate section on Management Discussion and Analysis Report (MD&A) is included in the Annual Report as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The MD&A includes discussion on the following matters within the limits set by the Company''s competitive position: industry prospects & developments, opportunities & risks, the performance of key retail formats & the outlook for the business, risks & concerns, internal control systems & their adequacy and discussion on financial performance.

5. Business excellence initiative

The Company participates in the Tata Business Excellence Model (TBEM) business maturity review and evaluation mechanism. TBEM emphasizes quality, leadership, strategic planning, customer orientation & services, process orientation, human relations, shareholder value and commitment to community development.

6. Board and Committee Meetings

The Board met 5 times during the FY 2015-16.

The Audit Committee consists of Mr. A. Sen as the Chairman and Mr. N. N. Tata, Mr. Z. S. Dubash and Mr. B. N. Vakil as members. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such meetings, are provided in the Corporate Governance Report.

7. Directors

Mr. A. D. Cooper who had been the Director of the Company since 1984 stepped down from the Board of Directors w.e.f. closing hours of 23rd August 2015 in accordance with Tata Policy on retirement of Non-Executive Directors. The Board places on record its sincere appreciation for the significant contribution made by Mr. Cooper to the Company, as a Director and also as the Chairman of several committees viz., Audit, Nomination & Remuneration and Stakeholders Relationship, in providing advice and counsel with regard to the Company''s business which significantly contributed to the Company''s growth and stature in the retail industry.

Mr. P. Auld was appointed as an Additional Director of the Company (designated as Managing Director) with effect from 4th November 2014. He held the office as Director upto the date of 63rd Annual General Meeting (AGM) held on 7th August 2015. Shareholder at the said AGM approved his appointment as Director whose office shall be liable to retirement by rotation. Further, Shareholders had also approved his appointment as the Managing Director for a period of three years w.e.f. 4th November 2014 by way of a Postal Ballot.

Mr. P. Venkatesalu was appointed as an Additional Director of the Company (designated as Executive Director (Finance) & CFO) with effect from 1st June 2015. He held office as Director upto the date of the 63rd AGM held on 7th August 2015. He was appointed as a Director of the Company at the said AGM. His appointment as Executive Director designated as Executive Director (Finance) and CFO of the Company for a period of three years w.e.f. 1st June 2015 was also approved at the said AGM.

At the AGM held on 7th August 2015, the members have approved the appointment of Ms. S. Singh and Mr. A. Sen as an Independent Directors for a term of 2 years w.e.f. 3rd March 2015 and 27th May 2015 respectively.

All the Independent Directors have submitted declarations that each of them meets the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 (the Act) and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as an independent director during the year.

In accordance with the provisions of the Act and in terms of the Articles of Association of the Company, Mr. B. Bhat is liable to retire by rotation at the ensuing AGM and is eligible for re-appointment.

8. key Managerial Personnel

Mr. P. Auld - Managing Director, Mr. P. Venkatesalu - Executive Director (Finance) and CFO and Mr. M. M. Surti - Company Secretary are the Key Managerial Personnel as per the provisions of the Act.

9. Particulars of loans, guarantees or investments

Particulars of loans given, investments made, guarantees given and securities provided are disclosed in the standalone financial statements.

10. Related Party Transactions

All related party transactions that were entered into during the financial year were in the ordinary course of the business and on an arm''s length basis. The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. There were no material Related Party Transactions made by the Company during the year that would have required Shareholder''s approval under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has nothing to report in Form AOC-2, hence, the same is not annexed.

All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is also obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature and value of the transactions.

The Company has adopted a policy on Related Party Transactions. The policy as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and the link for the same is http://www.mywestside.com/WebPages/InnerPages/Policies-information.aspx

11. Risk Management Policy

The Company has a Risk Management Policy consistent with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and related procedures & status.

The major risks forming part of the Enterprise Risk Management process are also aligned with the audit universe, to the extent seen appropriate/relevant.

12. Subsidiaries, associates and joint venture companies key subsidiaries/joint ventures of the Company :

a) Fiora Hypermarket limited (FHL), a subsidiary of the Company, is engaged in the retailing business. FHL operates hypermarket stores in the name of Star Bazaar. FHL reported a total revenue of Rs. 93.66 crores (Rs. 144.96 crores in FY 2014-15) for the period under review and loss before tax of Rs. 4.67 crores (Rs. 17.81 crores in FY 2014-15).

b) Fiora services limited (FSL), a subsidiary of the Company, continues to render various services in terms of sourcing activities, warehousing, distribution, clearing and forwarding. FSL reported a total revenue of Rs. 48.10 crores (Rs. 42.83 crores in FY 2014-15) for the period under review and Profit before tax of Rs. 3.35 crores (Rs. 2.39 crores in FY 2014-15).

c) Westland limited (WL), a subsidiary of the Company is engaged in the business of publication of books. WL reported a total revenue of Rs. 21.01 crores (Rs. 15.19 crores in FY 2014-15) for the period under review and loss before tax of Rs. 3.85 crores (Rs. 4.88 crores in FY 2014-15). During the year, Amazon.com NV Investment Holdings LLC acquired on a fully diluted basis 26.03% stake in WL by subscribing to its Equity and Compulsorily Convertible Preference Shares.

d) landmark etail limited was a wholly owned subsidiary of the Company. During the year, Tata Unistore Limited, subsidiary of Tata Industries Limited, acquired the entire share capital of the Company with effect from 11th June 2015 and thus Landmark Etail ceased to be the subsidiary of the Company. Tata Unistore Limited has launched an e-commerce platform that seeks to realize the synergies of bringing together online several strong retail banners operated by Tata entities including Westside.

e) Trent Hypermarket Private limited (THPL), a joint venture of the Company, operates the Star (including under the banners Star Bazaar, Star Market & Star Daily) retail business. THPL reported a total revenue of Rs. 849.42 crores (Rs. 790.13 crores in FY 2014-15) for the period under review and loss before tax of Rs. 44.77 crores (Rs. 65.37 crores in FY 2014-15). During the year under review, the Scheme of amalgamation of Tesco Hindustan Wholesaling Private Limited and Virtuous Shopping Centres Limited with Trent Hypermarket was effective w.e.f. 9th December 2015 (Appointed date : 1st February 2015).

f) inditex Trent retail india Private limited (Inditex), a joint venture of the Company, is engaged in the retailing business. Inditex operates stores in the name of ''Zara''. Inditex reported a total revenue of Rs. 842.57crores (Rs. 720.63 crores in FY 2014-15) for the period under review.

The Company has 7 subsidiaries and 3 joint ventures as on 31st March 2016. Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries and joint ventures in Form AOC-1 is attached to the financial statements of the Company.

Westland Publications Limited was incorporated on 30th March 2016 as a subsidiary of Westland Limited and accordingly its first financial year would end on 31st March 2017.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company. Any Member, who is interested in obtaining a copy of the audited accounts in respect of subsidiaries, may write to the Company Secretary.

13. Deposits

During the year under review, the Company has not accepted any deposits from the Public. As on 31st March 2016, there were no deposits which were unclaimed and due for repayment.

14. Significant and material orders passed by regulators or courts

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

15. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements related and the date of the report Except as disclosed elsewhere in the Report, no material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

16. Internal Financial Controls

Your Company has laid down standards and processes which enable internal financial control across the Company and ensured that the same are adequate and are operating effectively.

Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of this report.

17. Particulars of employees

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure A.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. The said Annexure is open for inspection at the Registered Office of the Company. Any Shareholder interested in obtaining the same may write to the Company Secretary.

18. Annual evaluation made by the board of its own performance and that of its committees and individual directors

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of the independent directors, at which the performance of the Board, its Committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

19. Company''s Policy on Directors'' appointment and remuneration, etc.

Procedure for nomination and Appointment of Directors

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board, based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the CVs of potential candidates'' vis-à-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for determining Qualifications, Positive Attributes and independence of a Director

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Independence: In accordance with the above criteria, a Director will be considered as an ''Independent Director'' if he/ she meets with the criteria for ''Independent Director'' as laid down in the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the ''Code for Independent Directors'' as outlined in Schedule IV to the Act.

Remuneration Policy

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Clause 49 of the erstwhile Listing Agreement entered with the Stock Exchange).

The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.

The Nomination and Remuneration Committee has considered the following factors while formulating the Policy:

i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

iii. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company. Details of the Remuneration Policy are given in the Corporate Governance Report.

20. Details of establishment of Vigil Mechanism / Whistle blower Policy

The Board of Directors on the recommendations of the Audit Committee has approved and adopted a Whistle Blower Policy that provides a formal mechanism to the Directors and all employees of the Company to approach the Chairman of the Audit Committee/ Chief Ethics Counselor of the Company and make protective disclosure about the unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The details of the Whistle Blower Policy is available on the website of the Company (www.mywestside.com)

21. Corporate social responsibility (Csr)

The Company is guided by Tata group philosophy of improving the quality of lives of the communities we serve through value creation. Our practice of returning to society what we earn evokes trust among consumers, employees, shareholders and the community at large. The Company''s continuing commitment to societal responsibilities and support is linked and integrated with its business strategy, core competence, values and need of the communities.

The organization approaches all such initiatives with an intent to contribute to sustainable economic development and beneficial actions that are environmentally sustainable and socially responsible for the communities.

The Board has constituted the Corporate Social Responsibility Committee headed by Mr. A. Sen as Chairman and Mr. N. N. Tata, Mr. B. Bhat & Ms. S. Singh as its members. The Company, in line with its CSR policy has undertaken projects in the areas of enhancing employability, education through its initiative called Saksham. Around 27% of the Company''s workforce is from Affirmative Action communities.

The Company not only embarks on contributing towards local community in long run but also focuses on promoting quality education and realizing their full potential through the partnership with Room to Read India Trust by setting up 13 school libraries across Mumbai and Delhi to improve the literacy skills and reading habits of primary school children.

The Company encourages the underprivileged to aspire and seek a better future for themselves and well-being of their families by bridging the skills gap through various education and skill based programs. The Company believes in supplementing educational needs for meritorious and deserving students from economically disadvantaged society and thus sponsoring students from NIFT, Mumbai to provide equal learning opportunities for their growth and success. Recognizing the challenges faced by the children of municipal schools on their inability to communicate in English, the Company has partnered to enhance their English fluency & hence expand their employment opportunities.

In order to support NGO projects in areas of ''Child Education & Nutrition'' across Westside and Landmark stores, "Star & Diya" initiative is carried out during Christmas & Diwali festival promotions in various cities. The revenue generated, supports children hailing from disadvantaged communities by providing educational scholarships, midday meals, infrastructure development. For the FY 2015-16, the stores collectively raised an amount of Rs. 70.49 lakhs that benefited nearly 4000 children across locations. Around 800 Trent volunteers across locations, conducted sessions on ''Personality Development'' and ''Career Building'' at various government/municipal schools and other training institutes run by local NGO''s for youth within the age group of 14-16 years.

An Annual report on the CSR Activities forms part of this report as Annexure b.

22. Secretarial Auditor''s report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Parikh & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31st March 2016. The Secretarial Audit Report is annexed as Annexure C.

23. Extract of Annual return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extracts of the Annual Return in Form MGT-9 as at 31st March 2016, forms part of this report as Annexure D.

24. Corporate Governance

A separate section on Corporate Governance is included in the Annual Report along with the certificate from the Company''s Auditors confirming compliance with conditions on Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

25. Directors'' responsibility statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. Auditors

M/s. N.M. Raiji & Co., Chartered Accountants, were reappointed as the Statutory Auditors of the Company at the Sixty Second Annual General Meeting (AGM) held on 14th August 2014, to hold office from the conclusion of that AGM till the conclusion of Sixty Fifth AGM of the Company to be held in the year 2017. In terms of the provisions of Section 139 of the Act, the appointment of the auditors has to be placed for ratification at every AGM. Accordingly, the appointment of M/s. N.M. Raiji & Co., Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.

27. Policy on Prevention, Prohibition and redressal of sexual Harassment at workplace

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, to provide protection to employees at the workplace and for prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to consider and to redress complaints of sexual harassment. During FY 2015-16, the Committee has received 3 complaints all of which were resolved with appropriate action taken. However, only 1 of the aforesaid complaint pertained to sexual harassment.

28. Conservation of energy, Technology Absorption and Foreign exchange earnings and outgo

A. Conservation of Energy: The Company consciously makes all efforts to conserve energy across all its operations.

B. Technology Absorption : Nil

C. Foreign Exchange Earnings and Outgo: Foreign Exchange earnings and outgo are stated on page117 in the notes to the Balance Sheet and Profit and Loss Account. The Company earned Rs. 26.23 crores in foreign currency from retail sales through International Credit Cards.

29. Acknowledgements

The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from its customers, suppliers, debenture holders, shareholders, promoters, bankers, group companies and above all, its employees.

On behalf of the Board of Directors

Noel N. Tata

Chairman

Mumbai, 26th May 2016


Mar 31, 2013

TO THE MEMBERS OF TRENT LIMITED

The Directors present their Sixty First Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2013.

1. Financial Results 2012-2013 2011-2012 Rs. Crores Rs. Crores

Total Income 996.19 912.04

Profit before tax 80.77 44.58

Less: Provision for taxation 18.51 (2.69)

Profit after tax 62.26 47.27

Add: Balance brought forward from previous year 70.12 52.79

Balance available for Appropriations 132.38 100.06

Appropriations

Proposed Dividend on:

Equity Shares 23.26 17.72

Preference Shares 0.01 0.01

Tax on dividend 3.95 2.21

Transfer to Debenture Redemption Reserve 5.00 5.00

Transfer to General Reserve 8.00 5.00

Balance carried forward 92.16 70.12

132.38 100.06

Income for the year at Rs.996.19 crores increased by 9.23% from the previous year''s Rs.912.04 crores while profit after tax for the year at Rs.62.26 crores increased by 31.71% from the previous year''s Rs.47.27 crores.

2. Dividend

(i) 0.1% Redeemable Preference Shares

The Board of Directors at its meeting held on 29th May 2013 has approved the payment of an interim dividend on the 70,000 unlisted Cumulative Redeemable Preference Shares of Rs.1000 each @ 0.1% p.a. for the period 1st April 2012 to 1st June 2013. The said shares would be redeemed on 1st June 2013.

(ii) Equity Shares

The Board of Directors recommend the payment of a Dividend @ 70% i.e. Rs.7 per Equity Share (previous year @ 65% i.e. Rs.6.50 per share) on the expanded capital consisting of 3,32,31,544 Equity Shares of Rs.10 each for the year ended 31st March 2013 (previous year 2,72,49,519 Equity Shares of Rs.10 each). This alongwith dividend distribution tax represents a payout ratio of around 44% of the profit after tax.

3. Conversion of Cumulative Compulsorily Convertible Preference Shares into Equity Shares and Preferential Allotment

The Company had issued Cumulative Compulsorily Convertible Preference Shares (CCPS) on a Rights basis to the Members of the Company in August 2010, comprising of 44,51,414 CCPS Series A and 44.51.414 CCPS Series B aggregating to Rs.489.66 crores. Each CCPS of face value of Rs.10 has been issued at a premium of Rs.540 each. 44,51,414 CCPS Series A were compulsorily and automatically converted into 44,51,414 fully paid-up Equity Shares of Rs.10 each on 1st September 2011.

44.51.414 CCPS Series B were compulsorily and automatically converted into 44,51,414 fully paid-up Equity Shares of Rs.10 each on 1st September 2012.

During the financial year 2012-13, the Company had allotted 15,30,611 Equity Shares of Rs.10 each at a price of Rs.980 per share aggregating to Rs.150 crores to Promoter / Promoter Group on preferential allotment basis.

Consequent to the conversion of CCPS Series B into equity shares and the preferential allotment, the paid up equity share capital of the Company has increased from Rs.27.25 crores to Rs.33.23 crores.

4. Scheme of Amalgamation and Arrangement

The Board of Directors of the Company at its meeting held on 4th March 2013 approved a Scheme of Amalgamation and Arrangement (''The Scheme'') between Landmark Limited, Fiora Link Road Properties Limited and Trexa ADMC Private Limited with the Company. The Appointed Date for the merger shall be 1st April 2013.

As Landmark Limited, Fiora Link Road Properties Limited and Trexa ADMC Private Limited are wholly owned subsidiaries of the Company, no shares of the Company will be issued and allotted pursuant to the proposed Scheme.

The Scheme is subject to the requisite approval of the members and/or creditors as may be directed by the High Court of Judicature at Bombay and subject to all such requisite approvals from the relevant Regulatory Authorities and sanction of the High Court of Judicature at Bombay.

5. Management Discussion and Analysis

A separate section on Management Discussion and Analysis (MD&A) is included in the Annual Report as required in Clause 49 of the Listing Agreement with BSE Limited and National Stock Exchange of India Limited. The MD&A includes discussion on the following matters within the limits set by the Company''s competitive position: industry prospects and developments, opportunities and risks, the performance of key retail formats and the outlook for the business, risks and concerns, internal control systems & their adequacy and discussion on financial performance.

6. Subsidiaries

- Key operating subsidiaries: Details on the performance of the two key operating subsidiaries of the Company viz., Trent Hypermarket Limited (Star Bazaar-Hypermarket business) and Landmark Limited (books, music, gaming and toys business) is included in the MD&A.

- Other subsidiaries: Fiora Services Limited continues to render various services to the Company in terms of sourcing activities, warehousing, distribution, clearing and forwarding.

The other subsidiaries of the Company continue to support primarily the Company''s real estate needs etc.

- Subsidiary Accounts: The Ministry of Corporate Affairs vide its circular dated 8th February 2011 granted general exemption to holding companies from attaching the annual accounts of its subsidiary companies subject to certain conditions.

Accordingly the said documents are not attached to the Balance Sheet of the Company. A statement containing financial details of the Company''s subsidiaries is included in the consolidated Balance Sheet in the Annual Report. The Annual Accounts of the subsidiary companies and the related detailed information will be made available to the members of the holding and subsidiary companies seeking such information at any point of time. Further, the Annual Accounts of the subsidiary companies will also be kept open for inspection by any member at the Registered Office of the Company, the Corporate Office of the Company and also at the Registered Offices of the subsidiary companies.

- Purchase of shares of Landmark Limited: During the year under review, the Company has purchased from TVS Shriram Growth Fund I ("the Fund"), a minority shareholder, the entire shares held by them in Landmark Limited, a subsidiary of the Company. Consequently, Landmark Limited has become a wholly owned subsidiary of the Company. The Fund retains an option to invest in a minority stake in Westland Limited (also a subsidiary of the Company).

7. Quality Initiatives

The Company participates in the Tata Business Excellence Model (TBEM), which emphasizes quality, leadership, strategic planning, customer orientation and services, process orientation, human relations, shareholder value and commitment to community development.

8. Corporate Sustainability

Corporate Sustainability at Trent Limited integrates economic progress and social commitment. We aspire to always fuse our business values, cultural pillars and operating principles to exceed the expectations of our customers, employees, partners, investors, communities and the wider society.

As part of Corporate Social Responsibility initiative, Trent provides sponsorship for NGO projects across store locations in areas of Child Education & Nutrition by providing financial support. This is done through Diwali and Christmas festival promotions (Star & Diya) initiatives in Westside stores. This programme enables the customers to participate in ''giving'' by lighting a diya during Diwali, or putting up a star on the Christmas tree during Christmas season; the proceeds of which are routed to select NGOs who are engaged in community work. Through this annual initiative, Trent supports children hailing from disadvantaged communities by providing financial assistance in various forms like educational scholarships, midday meals, infrastructure development. Organizational and store volunteers visit NGOs to interact and explore opportunities to improve cooperation. We have channelized an amount of Rs.11.4 lacs towards setting up this initiative across our stores, and the stores raised an approximate amount of Rs.47 lacs that supported 21 education and nutrition projects that benefitted nearly 2000 children.

Trent commissioned two water purification units at Mangalagiri (1000LPH) and Rajavolu (500LPH) villages of Andhra Pradesh. The villages, located near Vijaywada, have a big base of fabric suppliers, and had been facing an acute shortage of clean drinking water. With the installation of these units, nearly 2300 weaver families in both villages are benefitted, also keeping a check on water-borne diseases and ensuring healthy growth for children in the areas.

Trent Team also participated in the Standard Chartered Mumbai Marathon 2013; supporting St. Jude''s Childcare Centre and also raised funds for Tata Medical Centre, Tata Memorial Centre and V Connect Foundation.

We also uphold the group protocol for Affirmative Action (AA) initiative. Prioritization of the AA goals is based on the organizational core competency, scope of integration of the AA agenda, sphere of influence with respect to the communities it operates from, and the capacity and capability to deliver. Our focus areas are Education, Employment, Employability and other key allied social initiatives with an aim to improve the quality of life of those we are associated with.

There is a constant need for talent especially at the front end of the store operations. The same is leveraged and aligned to our Affirmative Action (AA) policy. In its responsibility to link business needs to AA activities, we endeavor to create a talent pool of youth from the marginalized communities by providing equal employability / employment opportunities. AA initiatives of Trent act as a stepping stone for people from the marginalized communities to learn skills, gain confidence and move ahead in life.

Looking at an alternative to the sourcing of human resources in a creative manner, Trent''s vocational training programme, called Saksham (Sanskrit for capable), aims to enhance the employability skills and provide gainful employment to the underprivileged sections of society. Through this programme, the sharing of retail knowledge, imparting retail skills and providing on-the-job training is done. These skills assist the youth in finding access to retail careers, not just with Trent but across other retail organizations and formats. This helps in promoting employability and to an extent providing employment opportunities to the target communities. We encourage our employees to become involved in the communities by lending their voluntary support by conducting knowledge sharing sessions towards the Saksham programme. We have around 978 employees hailing from affirmative action communities employed across our formats.

9. Corporate Governance

A separate section on Corporate Governance is included in the Annual Report along with the certificate from the Company''s Auditors confirming compliance with conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreements with BSE Limited and National Stock Exchange of India Limited.

10. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in the selection of accounting policies, consulted the Statutory Auditors, and have applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

11. Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. N. N. Tata and Mr. B. Bhat are liable to retire by rotation and are eligible for re-appointment. Brief particulars of Mr. N. N. Tata and Mr. B. Bhat are annexed to the Notice of the Annual General Meeting in accordance with the Listing Agreement entered with the Stock Exchanges.

Considering the qualifications and rich experience of the Directors, the contribution made by them at the Board and various Committee meetings, the time spent by them on operational matters other than at the meetings and the diversified responsibilities being undertaken by them in managing the growth of the Company and its subsidiaries businesses over these years, it is proposed to pay commission in excess of 1% of the net profits of the Company for the financial year ended 31st March 2013, to the non-whole time directors of the Company as may be decided by the Board of Directors. The same is subject to the approval of the members and the Central Government. Attention is drawn to the Item No. 7 of the Notice of the Annual General Meeting.

12. Auditors

The Auditors, M/s. N. M. Raiji & Co., Chartered Accountants, retire and are eligible for reappointment. It is proposed to reappoint the Auditors to hold office up to the conclusion of the Annual General Meeting for the year ending 31st March 2014.

13. Statutory Information

A. Fixed Deposits: During the year under review, the Company has not accepted any fixed deposit from the public. As on 31st March 2013, there were no deposits which were unclaimed and due for repayment.

B. Particulars of employees: The particulars of employees as required to be disclosed in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules,1975, as amended, are annexed to the Directors'' Report. However, as per the provisions of Section 219 (1)(b)(IV) of the Companies Act, 1956, the Report and the Accounts are being sent to all members of the Company excluding the aforesaid information. The aforesaid information is also available for inspection at the Registered Office of the Company. Any member interested in obtaining such particulars may write to the Company Secretary.

14. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

A. Conservation of Energy: The Company consciously makes all efforts to conserve energy across all its operations.

B. Technology Absorption : Nil

C. Foreign Exchange Earnings and Outgo: Foreign Exchange earnings and outgo are stated on page 75 in the notes to the Balance Sheet and Profit and Loss Account. The Company earned Rs.15.96 crores in foreign currency from retail sales through International credit cards.

15. Acknowledgements

The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from its customers, suppliers, shareholders, promoters, bankers, group companies and above all, its employees.

On behalf of the Board of Directors

F. K. Kavarana

Mumbai, 29th May 2013 Chairman


Mar 31, 2012

TO THE MEMBERS OF TRENT LIMITED

The Directors present their Sixtieth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2012.

1. Financial Results 2011-2012 2010-2011 Rs. Crores Rs. Crores

Total Income 912.04 729.32

Profit before tax 44.58 60.32

Less: Provision for taxation (2.69) 17.28

Profit after tax 47.27 43.04

Add: Balance brought forward from previous year 52.79 37.27

Balance available for Appropriations 100.06 80.31

Appropriations

Proposed Dividend on:

Equity Shares 17.72 15.05

Preference Shares 0.01 0.01

Dividend Paid on Equity/Preference Shares 0.00 0.01

Tax on dividend 2.21 2.45

Transfer to Debenture Redemption Reserve 5.00 5.00

Transfer to General Reserve 5.00 5.00

Balance carried forward 70.12 52.79

100.06 80.31

Income for the year at Rs.912.04 crores increased by 25% from the previous year's Rs.729.32 crores while profit after tax for the year at Rs.47.27 crores increased by 9.8% from the previous year's Rs.43.04 crores.

2. Conversion of Cumulative Compulsorily Convertible Preference Shares into Equity Shares

The Company had issued Cumulative Compulsorily Convertible Preference Shares (CCPS) on a Right basis to the Members of the Company in August 2010, comprising of 44,51,414 CCPS Series A and 44,51,414 CCPS Series B aggregating to Rs.489.66 crores. Each CCPS of face value of Rs.10 has been issued at a premium of Rs.540 each.

44,51,414 CCPS Series A were compulsorily and automatically converted into 44,51,414 fully paid-up Equity Shares of Rs.10 each on 1st September 2011. Consequent upon which, the paid up equity share capital of the Company has increased from Rs.20.06 crores to Rs.24.51 crores.

One CCPS Series B will be compulsorily and automatically converted into One fully paid-up Equity Share of Rs.10 each on 1st September 2012. CCPS Series B are traded on the BSE Limited and the National Stock Exchange of India Limited.

3. Qualified Institutions Placement

The Company on 16th March 2012 allotted 27,41,228 Equity Shares of Rs.10 each at a price of Rs.912 per Equity Share aggregating to Rs.250 Crores to Qualified Institutional Buyers, in accordance with the provisions of Chapter VIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended. Consequent upon which, the paid up equity share capital of the Company has increased from Rs.24.51 crores to Rs.27.25 crores.

The Qualified Institutions Placement Issue was carried out in accordance with the Special Resolution passed by the Members of the Company through postal ballot on 14th November 2011.

4. Dividend

The Board of Directors recommend payment of dividends, subject to the approval by the Members at the Annual General Meeting:

(i) 0.1% Redeemable Preference Shares

The Board of Directors recommend the payment of a Dividend @ 0.1% for the year ended 31st March 2012 on the 70,000 Redeemable Preference Shares of Rs.1000 each allotted on 26th March 2010.

(ii) 0.1% Cumulative Compulsorily Convertible Preference Shares (CCPS) Series B

The Board of Directors recommend the payment of a Dividend @ 0.1% per annum on CCPS Series B of Rs.10 each, from the date of allotment i.e. 28th August 2010 and upto the date on which the CCPS Series B will be compulsorily and automatically converted into fully paid up Equity Shares of Rs.10 each i.e. on 1st September 2012.

(iii) Equity Shares

The Board of Directors recommend the payment of a Dividend @ 65 % i.e. Rs.6.50 per Equity Share on 2,72,49,519 Equity Shares of Rs.10 each for the year ended 31st March 2012 (previous year @ 75% i.e. Rs.7.50 per share on 2,00,56,877 Equity Shares of Rs.10 each). This alongwith dividend distribution tax represents a pay-out ratio of over 42% of the profit after tax.

5. Management Discussion and Analysis

A separate section on Management Discussion and Analysis (MD&A) is included in the Annual Report as required in Clause 49 of the Listing Agreement with the BSE Limited and the National Stock Exchange of India Limited. The MD&A includes discussion on the following matters within the limits set by the Company's competitive position: industry prospects and developments, opportunities and risks, the performance of key retail formats and the outlook for the business, risks and concerns, internal control systems & their adequacy and discussion on financial performance.

6. Subsidiaries

a) Key operating subsidiaries

Details on the performance of the two key operating subsidiaries of the Company viz., Trent Hypermarket Limited (Star Bazaar - Hypermarket business) and Landmark Limited (books, music, gaming and toys business) is included in the MD&A.

b) Fiora Services Limited

Fiora continues to render various services to the Company in terms of sourcing activities, warehousing, distribution, clearing and forwarding. The services have been improved recently to help reduce turnaround time.

The other subsidiaries of the Company continue to support primarily the Company's real estate needs etc.

c) Subsidiary Accounts

The Ministry of Corporate Affairs vide its circular dated 8th February 2011 granted general exemption to Holding Companies from attaching the annual accounts of its subsidiary companies subject to certain conditions.

Accordingly the said documents are not attached to the Balance Sheet of the Company. A statement containing financial details of the Company's subsidiaries is included in the consolidated Balance Sheet in the Annual Report. The Annual Accounts of the subsidiary companies and the related detailed information will be made available to the members of the holding and subsidiary companies seeking such information at any point of time. Further, the Annual Accounts of the subsidiary companies will also be kept open for inspection by any member at the Registered Office of the Company, the Corporate Office of the Company and also at the Registered Offices of the subsidiary companies.

7. Quality Initiatives

The Company participates in the Tata Business Excellence Model (TBEM), which emphasizes quality, leadership, strategic planning, customer orientation and services, process orientation, human relations, shareholder value and commitment to community development.

8. Corporate Sustainability

Corporate Sustainability at Trent integrates economic progress, environmental concerns and social commitment.

As a retail organization, having a trained talent pool with a strong orientation for customer service is very important to business. Trent decided to address this challenge by tapping into the huge pool of talent available from the underprivileged sections of society. This initiative called Saksham (Sanskrit for capable) was pioneered, that aims to enhance the employability skills and provide gainful employment to these sections of society. Since its inception in 2009, this initiative has yielded 474 employable aspirants out of which, 370 have gained employment so far.

This programme supports our affirmative action policy that encourages and recognizes equal employment opportunity to underprivileged sections of society.

We understand our responsibility as a good corporate citizen to help strengthen the communities in which we live and work. We encourage our employees to become involved in the communities by lending their voluntary support by conducting knowledge sharing sessions to the Saksham programme. These programmes enrich the quality of life and opportunities for all.

Recognizing our efforts for our affirmative action initiatives, this year at the Business Excellence convention, Trent has been the recipient of two prestigious awards for the second consecutive year. While one award was for our special initiatives in the area of providing employment to the underprivileged people, the other was for being assessed at a higher score band (50-60%) than last year (40-50%).

As every year a special fund is created from the sale of Diyas and Stars from our stores during Diwali and Christmas respectively. This year 23 projects, that are aligned with our areas of concern- "Child: Education and Nutrition", of NGOs are being supported.

9. Corporate Governance

A separate section on Corporate Governance is included in the Annual Report along with the certificate from the Company's Auditors confirming compliance with conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreements with the BSE Limited and the National Stock Exchange of India Limited.

10. Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures; ii. they have, in the selection of accounting policies, consulted the Statutory Auditors, and have applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

11. Directors

Mr. K. N. Suntook was associated with the erstwhile Lakme Ltd. (now Trent Ltd.) since 1968 and held significant leadership positions including that of a Whole-time Director of the Company. He was thereafter appointed as President of Tata Services Ltd., pursuant to which he stepped down as the Whole-time Director of the Company. Mr. Suntook was thereafter re-appointed as a Non-executive Director of the Company which position he held for over 18 years until 17th April 2012 when he stepped down from the Board of Directors in accordance with the Tata Policy on retirement of Non-executive Directors. The Board places on record its sincere appreciation of the valuable contribution made by Mr. Suntook to the Company in providing advice and counsel with regard to the business strategies and investments which have significantly contributed to the Company's growth and stature over the last 40 years.

The Board on 25th June 2012 had appointed Mr. B. N. Vakil as an Additional Director of the Company. He holds office upto the date of the forthcoming Annual General Meeting and the Company has received a notice from a member intending to propose the candidature of Mr. Vakil as a Director of the Company. In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Z. S. Dubash and Mr. A. D. Cooper are liable to retire by rotation and are eligible for re-appointment.

Brief particulars of Mr. Vakil, Mr. Dubash and Mr. Cooper are annexed to the Notice of the Annual General Meeting in accordance with the Listing Agreement entered with the Stock Exchanges.

12. Auditors

The Auditors, M/s. N. M. Raiji & Co., Chartered Accountants, retire and are eligible for reappointment. It is proposed to reappoint the Auditors to hold office up to the conclusion of the Annual General Meeting for the year ending 31st March 2013.

13. Statutory Information

A. Fixed Deposits

During the year under review, the Company has not accepted any fixed deposit from the public. As on 31st March 2012, there were no deposits which were unclaimed and due for repayment.

B. Particulars of employees

The particulars of employees as required to be disclosed in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, are annexed to the Directors' Report. However, as per the provisions of Section 219 (1)(b)(IV) of the Companies Act, 1956, the Report and the Accounts are being sent to all members of the Company excluding the aforesaid information. The aforesaid information is also available for inspection at the Registered Office of the Company. Any member interested in obtaining such particulars may write to the Company Secretary.

14. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

A. Conservation of Energy:

The Company consciously makes all efforts to conserve energy across all its operations.

B. Technology Absorption : Nil

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange earnings and outgo are stated on page 68 in the notes to the Balance Sheet and Profit and Loss Account. The Company earned Rs.14.44 crores in foreign currency from retail sales through International credit cards.

15. Acknowledgements

The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from its customers, suppliers, shareholders, promoters, bankers, group companies and above all, its employees.

On behalf of the Board of Directors

F. K. Kavarana Mumbai, 25th June 2012 Chairman


Mar 31, 2010

The Directors present their Fifty Eighth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2010.

1. Financial Results 2009-2010 2008-2009 Rs. Crores Rs. Crores Total Income 610.00 546.60 Profit before tax 49.85 28.27 Less: Provision for taxation 10.57 3.07 Profit after tax 39.28 25.20 Add/less : Excess/(short) tax provision for prior years (net) 0.94 1.55 Net Profit 40.22 26.75 Add: Balance brought forward from previous year 20.54 24.03 Balance transferred on Amalgamation 0.72 - Balance available for Appropriations 61.48 50.78 Appropriations: Proposed dividend Equity 13.02 10.74 Preference* 0.0001 - Tax on proposed dividend 2.16 1.82 Transfer to Debenture Redemption Reserve 5.00 15.00 Transfer to General Reserve 4.03 2.68 Balance carried forward 37.27 20.54 61.48 50.78

*The preference dividend recommended (proportionate for period outstanding) is Rs. 1,151.

Income for the year at Rs 610.00 crores increased by 11.60% from the previous years Rs 546.60 crores, while profit after tax for the year at Rs 40.22 crores increased by 50.36% from the previous years Rs 26.75 crores.

2. Dividend

The Board of Directors recommend the payment of a dividend @ 65% i.e. Rs.6.50 per equity share on 2,00,35,052 Equity Shares of Rs.10 each for the year ended 31st March 2010, subject to approval by the members at the Annual General Meeting ( previous year @ 55% i.e. Rs.5.50 per share on 1,95,32,896 Equity Shares of Rs.10 each). This represents a pay-out ratio of 38% of the profit after tax.

The Board of Directors also recommend the payment of Dividend @0.1% for the year ended 31st March 2010 on the 70,000 Redeemable Preference Shares of Rs.1,000 each allotted on 26* March 2010.

3. Management Discussion and Analysis

A separate section on Management Discussion and Analysis (MD&A) is included in the Annual Report as required in Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. The MD&A includes discussion on the following matters within the limits set by the companys competitive position: industry prospects and developments, opportunities and risks, performance of key retail formats and material operating subsidiaries, outlook for the business, risks and concerns, internal control systems & their adequacy and discussion on financial performance.

4. Subsidiaries

a) Merger of SDPL and SRPL

The Scheme of Amalgamation of Satnam Developers and Finance Private Limited (SDPL) and Satnam Realtors Private Limited (SRPL) with the Company as approved by the Honble High Court of Judicature at Bombay has become effective on 12th March 2010 upon obtaining all sanctions and approvals as required under the scheme. SDPL was a 100% subsidiary of the Company and SDPL held 50% of the shares in SRPL. The Appointed date of the Scheme was 1st April 2009. In terms of the Scheme, the Company on 26th March 2010 has issued 70,000 fully paid 0.1% Redeemable Preference Shares of Rs.1000 each to the equity shareholders holding 50% shares in the erstwhile SRPL. Accordingly, the results of the Company for the year 31st March 2010 include the figures of SDPL and SRPL for the period 1st April 2009 to 31st March 2010.

b) Fiora Services Limited (Fiora)

Fiora continues to render various services to the Company in terms of sourcing activities, warehousing, distribution, clearing and forwarding.The facilities at the warehouse and distribution capabilities are being augmented to help improve turnaround time and consequently availability of merchandize in the stores.

c) Westland Limited

The Company acquired the equity shares of Westland Limited from its subsidiary Landmark Limited on 8th December 2009 making Westland Limited a direct subsidiary of the Company. Westland continues to pursue the book distribution and publishing business.

d) Optim Estates Private Limited

The Company had acquired all the equity shares of Optim Estates Private Limited (Optim) making it a wholly owned subsidiary of the Company on 30th April 2010. Optim is the owner of a property that is currently being used in the operation of a Star Bazaar hypermarket.

e) Other Subsidiaries

The MD&A includes detailed commentary on the performance of formats managed by the two key operating subsidiaries of the Company - Trent Hypermarket Limited (Star Bazaar business) and Landmark Limited (Landmark books, music & gifts format).

The other subsidiaries of the Company continue to support the Companys real estate related needs (eg. Nahar Theatres Limited) and otherwise have operated during the period under review within the scope of their stated objects.

f) Subsidiary Accounts

The Company had made an application to the Central Government pursuant to Section 212(8) of the Companies Act, 1956 seeking exemption from attaching to its Balance Sheet, copies of the Balance Sheet, Profit and Loss and other documents of its subsidiaries. The Central Government vide letter dated 17th May 2010 has exempted the Company from attaching the aforesaid documents of its subsidiaries to its Balance Sheet for the year ended 31st March 2010. Accordingly the said documents are not attached to the Balance Sheet of the Company. A statement containing financial details of the Companys subsidiaries is included in the Annual Report.The Annual Accounts of the subsidiary companies are open for inspection by any investor and the Company will make available these Accounts upon request. Further, the Annual Accounts of the subsidiary companies will also be kept for inspection by any investor at the Registered Office of the Company and the Subsidiary Company concerned.

5. Joint Ventures

The Company has in the previous year sold its investments in Virtuous Trustees Private Limited pursuant to which its ceases to be a Joint Venture.

The Company has invested a sum of Rs.31.75 crores in the equity shares of Inditex Trent Retail India Private Limited in the Joint Venture of the Company with Inditex S.A., for opening the Zara chain of stores in India.

6. Conversion of warrants

During the year 2005-2006, the Company had issued Partly Convertible Debentures (PCDs) with detachable warrants (Warrants) on a rights basis. Under the terms of issue of the detachable warrants, the warrant-holder was entitled to exercise their right to apply for one equity share of Rs.10 each at a premium of Rs.640 per share in respect of each warrant held, after completion of 54 months from the date of allotment. On 19th February 2010, the Company based on the applications received, allotted 5,02,156 equity shares to the warrant holders upon exercise of their warrants. Consequent upon which the Paid up Equity Share Capital of the Company has increased to Rs.20.04 crores.

7. Employees Stock Options

The Board of Directors had granted 21,825 stock options to the Employees of the Company including the Managing Director under the Employees Stock Option Scheme as approved earlier by the Members. The entire related cost of Rs.1.08 crores is required to be amortized over the 12 month vesting period commencing 17th June 2009 as per applicable SEBI guidelines. The proportionate amortization cost for the year amounting to Rs.0.85 crores has been debited to the Profit and Loss Account.There were 21,825 stock options outstanding as on 31st March 2010.

8. Increase in the Authorized Capital of the Company

The Shareholders through a postal ballot had approved the increase in the Authorized Capital of the Company on 16th April 2010, from the present Rs.36 crores to Rs.56 crores, comprising of Rs.32 crores of equity shares, Rs.7 crores of redeemable preference shares, Rs.12 crores of Cumulative Convertible Preference Shares and Rs.5 crores of unclassified shares and also consequential amendments to the Articles of Association of the Company.

9. Rights Issue of Cumulative Compulsorily Convertible Preference shares (CCPS)

The Board of Directors have approved the issue of CCPS on a rights basis on the following terms and conditions:

Issue of 4 CCPS (comprising of 2 Series A CCPS and 2 Series B CCPS) for every 9 equity shares

held on a Record Date.

Each Series A and Series B CCPS are to be issued at Rs.550 (including a premium of Rs.540 per

CCPS).

Each Series A CCPS to be automatically and compulsorily converted into one Equity share on

1st September 2011.

Each Series B CCPS to be automatically and compulsorily converted into one Equity share on 1st September 2012.

Until conversion, both Series A and Series B CCPS will carry a nominal dividend of 0.1% p.a. on the Face Value of Rs.10 each.

The Rights entitlement to Series A and Series B CCPS are required to be subscribed and exercised together.

10. Corporate Office

During the year the Company consolidated most of its corporate operations at its Corporate Office at Trent House, situated at G Block, Plot No. C - 60, Beside Citi Bank, Bandra Kurla Complex, Bandra (East), Mumbai 400 051.

11. Quality/ Business Excellence Initiatives

The Company participates in the Tata Business Excellence Model (TBEM), which emphasizes quality, leadership, strategic planning, customer orientation and service, process orientation, human resource management, shareholder value creation and commitment to community development.

12. Corporate Sustainability

Corporate Sustainability integrates economic progress, environmental concerns and social commitment. We believe in fusion of our business values, cultural pillars and operating principles to exceed the expectations of our customers, employees, partners, investors, communities and the wider society. Our focus areas are Education, Employment, Employability, Environment and other key allied social initiatives with an aim to improve the quality of life of those with whom we are associated.

As part of support Education, the Company is providing subsidized education to 107 employees in Retail Management. In the year 2009, the Company pioneered a comprehensive vocational training model christened Saksham that revolves around increasing employability and providing employment to the underserved.The initiative so far has yielded 320 employable aspirants out of which, 280 have gained employment. As part of furthering a Culture for Energy and Environment Conservation, we have undertaken a carbon foot printing and abatement exercise.

13. Corporate Governance

A separate section on Corporate Governance is included in the Annual Report and the certificate from the Companys Auditors confirming compliance with conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited is annexed thereto.

14. Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in the selection of accounting policies, consulted the Statutory Auditors, and have applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

15. Directors

Mr. N. A. Soonawala, who had been a Director of the Company for over 28 years, stepped down from the Board of Directors w.e.f. 31st March 2010 in accordance with the Tata Policy on retirement of Non-Executive Directors. The Board places on record its sincere appreciation of the immeasurable contribution made by Mr. Soonawala to the Company as a Director in providing advice and counsel with regard to the Companys business strategies, financial structure and investments which significantly contributed to the Companys growth and stature in the retail industry over the years.

The Board at its meeting held on 26th April 2010 had appointed Mr. Zubin S. Dubash as an Additional Director, effective from the date of the said meeting. Mr. Dubash holds office upto the date of the forthcoming Annual General Meeting and the Company has received a notice from a member intending to propose the candidature of Mr. Zubin S. Dubash as a Director of the Company. Brief particulars of Mr. Dubash are annexed to the Notice of the Annual General Meeting in accordance with the Listing agreement with the Stock Exchanges. Mr. Dubash had previously served on the Companys Board between 27th October 2005 and 18th December 2007.

Mr. B. S. Bhesania, who has been a Director of the Company for over 27 years, retires by rotation at the ensuing Annual General Meeting and has conveyed his decision not to offer himself for re-appointment in line with the Tata Policy on retirement of Non-Executive Directors. The Board places on record its sincere appreciation of the significant contribution made by Mr. Bhesania to the Company in providing advice and counsel with regard to the business strategies and law which significantly contributed to the Companys growth during the last 27 years as a Director.

Shareholders approval is sought for the payment of remuneration which is in excess of the limit prescribed under the Companies Act, 1956, to the Managing Director as mentioned at Item No.8 of the Notice of the Annual General Meeting.

16. Auditors

The Auditors, M/s. N. M. Raiji & Co., Chartered Accountants, retire and are eligible for re-appointment. It is proposed to re-appoint the Auditors to hold office up to the conclusion of the Annual General Meeting for the year ending 31st March 2011.

17. Statutory Information

A. Fixed Deposits

As on 31st March 2010, there were no deposits which were unclaimed and due for repayment.

B. Particulars of employees

The particulars of employees as required to be disclosed in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, are annexed to the Directors Report. However, as per the provisions of Section 219(1)(b)(IV) of the Companies Act, 1956, the Report and the Accounts are being sent to all shareholders of the Company excluding the aforesaid information.The aforesaid information is available for inspection at the Registered Office of the Company. Any shareholder interested in obtaining such particulars may write to the Company Secretary.

C. Conservation of Energy, Technology and Foreign Exchange

The information required under Section 217(1 )(e) of the Companies Act, 1956, is not applicable to the Company.

However, the Company consciously makes all efforts to conserve energy across all its operations. Foreign Exchange earnings and outgo are stated on page 65 in the notes to the Balance Sheet and Profit and Loss Account. The Company earned Rs. 22.64 crores in foreign currency from retail sales through International credit cards and fees.

18. Acknowledgements

The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from its customers, shareholders, promoters, bankers, group companies and particularly, its employees.

On behalf of the Board of Directors F. K.Kavarana Mumbai, 14th June 2010 Chairman

 
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