Directors Report of Coffee Day Enterprises Ltd.

Mar 31, 2018

The Directors have pleasure in presenting their 10th Annual Report on business and operations along with the Audited financial statements and the Auditor''s report of the Company for the financial year ended 31 March, 2018.

Financial Highlights:
Amount in Rs Million
	Coffee Day Enterprises Limited	Coffee Day Enterprises Limited	Coffee Day Global Limited	Coffee Day Global Limited
Particulars	(Consolidated)	(Consolidated)	(Consolidated)	(Consolidated)
	FY 18	FY 17	FY 18	FY 17
Gross Operational Revenue	43,305	35,519	20,161	17,728
Finance charges	3,491	3,172	683	479
Depreciation	2,604	2,268	1,743	1,633
Profit Before Tax	2,251	1371	647	498
Income Tax	768	555	276	230
Profit attributable to the owners	1,063	470	370	264

PERFORMANCE OVERVIEW

During the fiscal year ended 31 March 2018, consolidated gross revenue grew by 22% driven by strong impetus from Coffee, Financial Services & Multimodal Logistics. The retail gross revenue in coffee business contributed a growth of 12%. Consolidated Profit after tax and exceptional is Rs 1063 Million (Includes Rs 388 Million on account of sale of Global Edge Software Limited) for the year 2018 compared to Profit of Rs 470 Million for the previous year.

A detailed performance analysis is provided in the Management Discussion and Analysis segment which is annexed to this report.

STATE OF THE COMPANY''S AFFAIRS

The state of the Company affairs forms an integral part of Management Discussion & Analysis Report.

DIVIDEND

The Board of Directors of the Company does not recommend any dividend for the financial year 2017-18.

TRANSFER TO RESERVES:

In accordance to the provisions of Section 134(3)(j) of the Companies Act, 2013, (hereinafter "the Act") the Company has not proposed any amount to transfer to the General reserves of the Company for the financial year 2017-18.

CHANGES IN SHARE CAPITAL:

During the year under review, the paid-up equity share capital of the Company increased from Rs. 2,06,00,17,190/to Rs. 2,11,25,17,190/- pursuant to the Scheme of Amalgamation filed under Section 230 to 232 of the Act, whereby the Company has allotted 52,50,000 equity shares to the shareholders of Coffee Day Overseas Private Limited by virtue of final order dated 31 August 2017 passed by National Company Law Tribunal (NCLT).

With reference to the above, the said number of equity shares has been admitted for listing and trading purpose on both National Stock Exchange and Bombay Stock Exchange effective from 28 December 2017 and 29 December 2017 respectively.

MERGER U/S 233 OF THE ACT W.R.T. ''MATERIAL SUBSIDIARY'' OF THE COMPANY:

In line with the provisions of Section 233 of the Act and Rule 25(5) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Regional Director (RD) of Hyderabad had issued the order dated 30 January 2018 and approved the merger of Coffee Day Global Limited (''Material Subsidiary'') and its subsidiary Companies, namely Amalgamated Holdings Limited, Coffee Day Properties (India) Private Limited and Ganga Coffee Curing Works Limited.

DEPOSITS:

The Company has not accepted any Deposits under Section 73 and Chapter V of the Act and the rules made there under.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of the loans, guarantees and investments are provided in the notes to the audited financial statements annexed with the Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on 31st March 2018, the Company has 45 subsidiaries (including indirect subsidiaries), 3 Associate Companies and 3 Joint Ventures. The details of the Companies which have become or ceased to be the Company''s Subsidiaries, Associate Companies or Joint Ventures are mentioned in “Form AOC-1”, which is attached as an “Annexure to the Consolidated Financial Statements.” A statement containing the salient features of the financial statements of Subsidiaries, Associate Companies or Joint Ventures are mentioned specifically in the same annexure as mentioned above. In accordance with Section 136(1) of the Act, the financial statements of the subsidiary companies are available on the Company''s official website post approval of the members.

In line with Regulation 24 and Regulation 46(2)(h) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter "the Listing Regulations") the Company has formulated a detailed policy for determining ''material'' subsidiaries and the said policy is available on the Company''s official website and may be accessed at the link: http://www.coffeeday.com/PDF/ MATERIAL-SUBSIDIARIES.pdf

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As stated in Regulation 34(2)(e) of the Listing Regulations, the Annual report shall contain a detailed report on Management Discussion & Analysis, which is hereto attached with the Annual report in "Annexure-1."

CORPORATE GOVERNANCE:

The report on Corporate Governance along with a Certificate from the Practicing Company Secretary regarding proper compliance of Corporate Governance pursuant to the requirements of Schedule V of the Listing Regulations forms an integral part of the Annual Report stated in "Annexure-2."

DIVIDEND DISTRIBUTION POLICY:

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, the Board of the Company has adopted Dividend Distribution policy in their meeting held on 18th May 2017, which aims at marking the right balance between the quantum of dividend paid to its shareholders and the amount of profit retained for its commercial requirements. The said policy is annexed with this Report as "Annexure-3."

BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge and industry experience that will help us retain our competitive strength. The Company has evaluated the policy with a purpose to ensure adequate diversity in its Board of Directors, which enables them to function efficiently and foster differentiated thought processes at the back of varied industrial and management expertise. The Board recognises the importance of a diverse composition and has therefore adopted a Board Diversity Policy. The policy is made available on the Company''s official website via link http://www.coffeeday. com/PDF/BOARD%20DIVERSITY%20POLICY.pdf

BOARD EVALUATION AND POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

In accordance with Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee has specified the criteria and manner for effective evaluation of performance of the ''Board'', its ''Committees'' and ''Individual Directors'' carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency, and reviewed its implementation and compliance.

The detailed policy in compliance with Section 178(3) of the Act read along with Regulation 19 of the Listing Regulations has been approved by the Board of Directors of the Company and is made accessible on the Company''s official website at the following link http://www.coffeeday. com/PDF/NOMINATION%20&%20REMUNERATION%20 POLICY.pdf.

APPOINTMENT/ RESIGNATION/ RE-APPOINTMENT OF BOARD OF DIRECTORS

There has been no change in the Composition of the Board this year.Mr. Sanjay Omprakash Nayar shall retire by rotation at the ensuing Annual General meeting and is eligible for re-appointment

DIRECTOR''S RESPONSIBILITY STATEMENT

In Compliance with section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirms the following::

(a). In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b). The Directors have 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 and loss of the Company for that period;

(c). The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d). The Directors have prepared the annual accounts on a going concern basis; and

(e). The Company is responsible for establishing and maintaining adequate and effective internal financial controls with regard to its business operations and

in the preparation and presentation of the financial statements, in particular, the assertions on the internal financial controls in accordance with broader criteria established by the Company.

Towards the above objective, the directors have laid down the internal controls based on the internal controls framework established by the Company, which in all material respects were operating effectively as on 31st March 2018.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate. The Company has substantially complied with material provisions of such acts and regulations as are relevant for its operations. No material or significant non compliances were reported or identified during the year.

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors have given their declarations stating that they meet the criteria of independence as laid down under Section 149(6) of the Act read with Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations, and are independent of the management.

COMMITTEES OF THE BOARD:

The Company has four main Committees of the Board i.e.:

(a). Audit Committee

(b). Nomination and Remuneration Committee

(c). Stakeholder''s Relationship Committee and

(d). Corporate Social Responsibility Committee.

The detailed information on each of these committees including its composition, functioning and number of meetings is disclosed in the Corporate Governance report annexed with the Annual Report of the Company.

AUDIT COMMITTEE:

The Board has constituted an Audit Committee comprising of Mr. S.V. Ranganath as Chairman, Dr. Albert Hieronimus and Mr. V.G. Siddhartha as its Members. There have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board. The details of the composition of the Board and its Committees and number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.

MEETINGS OF THE BOARD:

During the financial year 2017-18, the meetings of the Board of Directors were held Five (5) times. Details of these meetings and other Committee/General meetings are given in the report on Corporate Governance Report attached with the Annual report.

PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions that were entered into during the FY 2017-18 were on an arm''s length basis and in the ordinary course of business. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders'' approval under Regulation 23 of the Listing Regulations. Prior omnibus approval from the Audit Committee is obtained for transactions which are repetitive in nature. Further, disclosures are made to the Committee on a quarterly basis. None of the transactions entered into with related parties falls under the scope of Section 188(1) of the Act and hence there is no such requirement to enclose ''Form AOC-2'' pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014.

The Company has adopted a Policy for dealing with Related Party Transactions and is made available on the Company''s official website via web link http://www. coffeeday.com/PDF/RPT%20POLICY.pdf

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

There has been no material change and commitment, affecting the financial performance of the Company which has occurred from the end of the financial year of the Company to which the financial statements relate and the date of this Report.

CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

The information on conservation on energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in "Annexure-4" to this Annual report.

AUDITORS:

a) Statutory Auditors:

As per the provisions of the Act, the period of office of M/s B.S.R & Co. LLP, Chartered Accountants (ICAI FRN: 101248W/ W-100022), Statutory Auditors of the Company, expires at the conclusion of the ensuing Annual General Meeting. It is proposed to appoint B.S.R. & Associates. LLP Chartered

Accountants (ICAI FRN: 116231W/W-100024), for a term of 5 (five) consecutive years and have confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company.

b) Secretarial Auditor:

In accordance with Section 204 of the Act and the rules made there under, the Company has appointed M/s HRB & Co. to undertake the Secretarial Audit of the Company for the financial year ended 31st March 2018. The Secretarial Audit report issued in this regard is attached as "Annexure-5".

c) Cost Auditor:

In terms of the provisions of Section 148 of the Act, the appointment of the Cost Auditors does not apply to the Company.

d) Internal Auditor:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s A B S & Co., Chartered Accountants as Internal Auditors of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:

a) National Company Law Tribunal (NCLT)

Pursuant to the Scheme of Amalgamation filed under Section 230 to 232 of the Act, the National Company Law Tribunal has passed the final order dated 31st August 2017 and the Company has allotted 52,50,000 Equity shares to the Shareholders of Coffee Day Overseas Private Limited.

b) Regional Director, Hyderabad w.r.t. its Material Subsidiary, Coffee Day Global Limited:

In line with the provisions of Section 233 of the Act and Rule 25(5) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Regional Director (RD) of Hyderabad had issued the order dated 30th January 2018, and approved the merger of Coffee Day Global Limited (''Material Subsidiary'') and its subsidiary Companies, namely Amalgamated Holdings Limited, Coffee Day Properties (India) Private Limited and Ganga Coffee Curing Works Limited.

EXTRACT OF ANNUAL RETURN:

An extract of the Annual return has been annexed to the Board''s Report in compliance with Section 92 of the Companies Act, 2013 read with applicable rules made thereunder annexed as "Annexure-6" to this Report.

BUSINESS RESPONSIBILITY REPORT:

In compliance with the Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report forms a part of this Annual Report as "Annexure-7".

SECRETARIAL STANDARDS:

The Company complies with all Secretarial Standards issued by Institute of Company Secretaries of India.

INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY:

The internal controls of the Company operate through well documented standard policies and guidelines.

The Company has adequate internal financial control procedures commensurate with its size and nature of business, which helps in ensuring orderly and efficient conduct of its business. This system provides a reasonable assurance of financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention and detection of frauds, accuracy and completeness of accounting records, and ensuring compliance with corporate policies.

All the significant internal audit observations and management actions thereon are reported to the Audit Committee on a quarterly basis. The Audit Committee reviews the operations and assesses the adequacy of the actions proposed, and also monitors their implementation. The internal auditors conduct a quarterly follow-up for implementation of all audit recommendations and the status report is presented to the Audit Committee regularly.

The Company''s management has assessed the effectiveness of the internal control over financial reporting for the year ended 31st March 2018 and based on the assessment, believe that the system is working effectively. The Statutory Auditors have issued a report on the adequacy and effectiveness of the internal control systems over financial reporting.

WHISTLEBLOWER POLICY/VIGIL MECHANISM:

As per the requirements laid down under Section 177 of the Act and Regulation 22 of the Listing Regulations, the Company has established the Whistleblower Policy which encourages Directors and employees to bring to the Company''s attention, instances of unethical behavior, actual or suspected incidents of fraud or violation of the Company''s Code of Conduct that could adversely impact on Company''s operations and business. The Policy provides that the Company investigates such incidents, when reported in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. The practice of the Whistleblower Policy is overseen by the Audit Committee and no employee has been denied access to the Committee. The Whistle Blower Policy is available on the Company''s official website and may be accessed through the web link: http://www.coffeeday.com/PDF/

PARTICULARS OF EMPLOYEES:

As stated in provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules which includes the name of top 10 employees in terms of remuneration, forms part of this annual report. Pursuant to the provisions of Section 136(1) of the Act, the Board report is being sent to the shareholders including the said statement.

Disclosure pertaining to the remuneration as 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 provided in "Annexure-8".

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and on the recommendations of the CSR Committee comprising of Mr. S.V. Ranganath as the Chairman and Mr. V.G. Siddhartha and Mrs. Malavika Hegde as Members, the CSR policy is adopted and approved by the Board of the Company. The said policy has been hosted on the Company''s website and is available on the link: http://www.coffeeday.com/PDF/CSR-Policy-CDEL.pdf. It lays down the purpose of formulation of the policy, areas of focus, composition of the Committee, responsibilities of the Board of Directors, and CSR budget. It also contains the CSR activities which can be carried out by the Company, governance structure and through implementation process.

GREEN INITIATIVES:

In commitment to keeping in line with the Green Initiative and going beyond to it, an electronic copy of the Notice of the 10th Annual General Meeting of the Company is sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their e-mail addresses, physical copies are sent through the permitted mode.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under. The Policy aims to promote a healthy work environment and to provide protection to employees at the workplace and redress complaints of sexual harassment and related matters thereto. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to enquire into complaints of sexual harassment and recommend appropriate action.

During the financial year 2017-18, the Company has not received any complaints on sexual harassment.

BOARD''S RESPONSE ON AUDITORS QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

For the financial year 2017-18, there are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report or by the Practicing Company Secretary in the Secretarial Audit report of the Company.

RISK MANAGEMENT AND ASSESSMENT:

The Company is exposed to various risks considering the diversified parameters according to the different business sectors of the Company such as coffee business, technology park business, logistics business, financial services business and resort business. The Audit Committee oversights the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. The Company has incorporated sustainability in the process, which helps the Board to align potential exposures with the risk appetite and highlight risks associated with chosen strategies.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and the rules made there under.

STATUTORY DISCLOSURES:

None of the Directors of your Company are disqualified as per provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

GENERAL DISCLOSURES:

a) Buy back of securities

In accordance with Section 68 of the Act, the Company has not bought back any of its securities during the year.

b) Sweat Equity:

The Company has not issued any Sweat Equity Shares under the provisions of Section 54 of the Act.

c) Bonus Shares:

In terms of Section 63 of the Act, the Company has not issued Bonus Shares during the year under review.

d) Employee Stock Option Plan:

Pursuant to the provisions of Section 62 of the Act, the Company has not provided any Stock Options to the Employees of the Company.

ACKNOWLEDGEMENT:

The Directors would like to express their gratitude towards the Company''s employees, customers, banks and institutions, investors and academic partners for their continuous support. They also thank the concerned government departments and agencies for their cooperation. The Directors appreciate and value the contribution made by every member of the ''Coffee Day'' family.

Place: Bangalore

Date: 09th August, 2018

For Coffee Day Enterprises Limited

Sd/- Sd/-

V. G. Siddhartha Malavika Hegde

Chairman & Managing Director Director

DIN: 00063987 DIN: 00136524

---

Mar 31, 2017

Dear Shareholders,

The Board of Directors present you the Ninth Annual Report on business and operations along with the audited financial statements and the auditor''s report of your Company for the financial year ended 31st March 2017.

FINANCIAL HIGHLIGHTS: Amount In Rs.Million

Particulars	Coffee Day Enterprises Limited	Coffee Day Enterprises Limited	Coffee Day Global Limited	Coffee Day Global Limited
	(Consolidated)	(Consolidated)	(Consolidated)	(Consolidated)
	FY 17	FY 16	FY 17	FY 16
Gross Operational Revenue	35519	30943	17728	15520
Finance charges	3172	3595	479	493
Depreciation	2268	2517	1633	1526
Profit Before Tax	1371	350	498	393
Income Tax	555	446	230	150
Profit for the period	462	-425	264	241

PERFORMANCE OVERVIEW

During the fiscal year ended 31st March 2017, consolidated gross revenue grew by 15% driven by strong impetus from Coffee and Multimodal Logistics. The retail gross revenue in the coffee business contributed by a growth of 14%. Consolidated Profit after tax and exceptional is Rs.462 Million for the year 2017 compared to loss of Rs.425 Million for the previous year.

A detailed performance analysis is provided in the Management Discussion and Analysis segment which is annexed to this report.

STATE OF COMPANY''S AFFAIRS

The state of Company affairs forms part of Management Discussion & Analysis Report.

DIVIDEND

The Board of Directors of your Company has not recommended any dividend for the financial year 2016-17.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the year and hence no information as per the provisions of Section 134 (3) (j) of the Companies Act, 2013 has been furnished.

ISSUANCE OF NON-CONVERTIBLE DEBENTURES (NCD''S)

The Company had during the Financial year 2016-17, sought shareholders approval in the Annual General Meeting for issuance of NCD''s for an amount not exceeding Rs.550 Crores. On 11th March 2017 the Board of Directors at its meeting issued NCD''s for an amount of Rs.290 Crores for Identifiable Investors and on 30th March 2017 the Board of Directors at its meeting issued NCD''s for an amount of Rs.150 Crores for the purpose of restructuring its existing debts.

APPROVAL OF MERGER BETWEEN COFFEE DAY OVERSEAS PRIVATE LIMITED WITH COFFEE DAY ENTERPRISES LIMITED

The Scheme of Amalgamation between COFFEE DAY OVERSEAS PRIVATE LIMITED with COFFEE DAY ENTERPRISES LIMITED was approved by the Board of Directors at the Meeting held on 11th August, 2016 and the approvals were sought from all the respective authorities viz; Competition Commission of India, Bombay Stock Exchange, National Stock Exchange of India Limited (Designated Stock Exchange) and vide the National Company Law Tribunal Order dated 02nd February 2017, ordered a Shareholders Meeting on 10th March 2017 and the same was passed with requisite majority approving the merger.

POSTAL BALLOT

National Stock Exchange of India vide its observation letter had ordered a Postal Ballot for approving the scheme of Merger between COFFEE DAY OVERSEAS PRIVATE LIMITED with COFFEE DAY ENTERPRISES LIMITED with the majority constituting Public Shareholders and the Resolution was passed with consent of 99.99% majority.

DEPOSITS

The Company has not accepted any fixed deposits from public pursuant to Section 73 of the CA, 2013 and rules there under.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company makes investments or extends loans/guarantee to its wholly owned subsidiaries for their business purpose. The details of loans, guarantees and investments are covered under section 186 of the Companies Act, 2013 along with the purpose for which such loan or guarantee is proposed to be utilized by the recipient, form part of the notes to the financial statements provided in this annual report.

SUBSIDIARIES

The Company has formulated a policy for determining ''material'' subsidiaries pursuant to the provisions of the SEBI (LODR) 2015. The said policy is available at the Company website: www.coffeeday.com

The Company has 44 subsidiaries (including indirect subsidiaries) as on 31st March 2017.

As per section 129(3) of the Companies Act 2013, the consolidated financial statements of the Company and its subsidiaries form part of the Annual Report. A Statement containing the salient features of the financial statements of its subsidiaries in the prescribed Form AOC-1 is attached as Annexure to Consolidated Financial Statements.

In accordance with section 136 (1) of the Companies Act 2013, the financial statements of the subsidiary companies are available on our website www.coffeeday.com post approval of the members.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis forms part of this annual report and it is annexed to the Directors report-Annexure-1.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated by under SEBI (LODR) 2015 forms part of the Annual Report. The requisite Certificate from a practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to this Report-Annexure-2.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

In accordance with Section 178(3) of the Companies Act 2013 and Regulation 19 of SEBI (LODR) 2015, the Board had adopted Policy on Director''s appointment and remuneration as recommended by the Nomination and Remuneration Committee. The policy is attached as Annexure-3.

BOARD DIVERSITY

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The

Board recognizes the importance of a diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The policy is available at www.coffeeday.com

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

BOARD EVALUATION

As per the provisions of the Companies Act 2013 and SEBI (LODR) 2015, an evaluation of the performance of the Board, Committee and members was undertaken.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as Board structure, strategic discussions, effective reviews, process, Boards engagement with senior management team, etc. The performance of the Committee was evaluated by the Board on the basis of composition, effective discharge of its function and recommendations provided. Performance of the Individual Directors was evaluated on the basis of Integrity, Commitment, Ability to exercise independent judgment, etc. The feedback was collated and discussed at the Board and action points for improvement is put in place.

APPOINTMENTS /RESIGNATION /RE-APPOINTMENTS OF BOARD OF DIRECTORS

During the year there has been no change in the Composition of Directors.

Mrs. Malavika Hegde shall retire by rotation at the ensuing Annual General meeting and is eligible for re-appointment.

COMMITTEES OF THE BOARD

The details of Boards Committees - the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee have been disclosed separately in the Corporate Governance Report which is annexed to and forms a part of this annual report.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. S.V. Ranganath, Chairman, with Dr. Albert Hieronimus and Mr. V.G. Siddhartha as members. The functions performed by the Audit Committee and the particulars of meetings held and attendance there at are given in the Corporate Governance Report.

MEETINGS OF THE BOARD

The Board duly met 6 times (Six) during the financial year 201617. Details of the meetings are mentioned in the Corporate Governance Report which is annexed to this Report.

RELATED PARTY CONTRACTS OR ARRANGEMENTS

The Company has formulated a policy on "materiality of related party transactions" and the process of dealing with such transaction, which are in line with the provisions of the Companies Act, 2013 and SEBI (LODR) 2015. The same is also available on the website of the Company www.coffeeday.com

Prior omnibus approval from the Audit Committee are obtained for transactions which are repetitive and also normal in nature. Further, disclosures are made to the Committee on a quarterly basis.

There have been no material related party transactions undertaken by the Company, under regulation 23 of the SEBI (LODR) 2015 and detail of the transaction approved by the Board under section 188 of the Companies Act, 2013 have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014.

There have been no material related party transactions undertaken by the Company under Section 188 of the Companies Act, 2013 and hence, no details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 - ''AOC-2''.

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 RELATE AND THE DATE OF THE REPORT

No material changes and commitments have occurred after the close of the year till the date of this report, which affect the financial position of the Company.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars as prescribed under section 134 (3) (m) of the Companies Act 2013, read with Rule 8(3) of the Companies (Accounts) Rules 2014 are attached as Annexure 4.

AUDITORS

a) Statutory Auditors

The members in their AGM held on 30th September 2014 had appointed M/s B S R & Co LLP, Chartered Accountants as statutory auditors for a term of 5 consecutive years. Hence, shareholders are hereby proposed to ratify the appointment of auditors from conclusion of this AGM to the conclusion of the next AGM.

b) Secretarial Auditor

Pursuant to Section 204 of the Companies Act 2013 M/s HRB & Co was appointed to conduct the secretarial audit of the Company for the FY 2016-17. The secretarial audit report is attached as Annexure 5.

c) Cost Auditor

Pursuant to Section 148 of the Companies Act 2013, the provisions for appointment of Cost Auditors do not apply to the Company.

d) Internal Auditor

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. A B S & Co, Chartered Accountants as Internal Auditors.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS

There is no significant orders passed by the regulator, Court or tribunals impacting the going concern status and the Company''s operations in future.

EXTRACT OF ANNUAL RETURN

An extract of the Annual return has been annexed to the Board''s Report in compliance with Section 92 of the Companies Act 2013 read with applicable rules made there under annexed as Annexure 6 to this Report.

BUSINESS RESPONSIBILITY REPORT

The SEBI (LODR) 2015 mandates inclusion of the Business Responsibility report as part of the Annual Report for Top 500 Listed entities based on market capitalization. In compliance with the regulation, we have provided the BRR as part of our Annual Report-Annexure-7.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

It is management''s responsibility to establish and maintain appropriate controls over financial reporting. Controls are aimed at providing reasonable assurance that external reports and statements are in accordance with applicable accounting principles.

The Company has laid down certain guidelines, processes and structure, which enables implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. These include control processes both on manual and IT applications including the ERP application wherein the transactions are approved and recorded. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively. Because of the inherent limitations of internal financial controls, including the possibility of collusion or improper management override of controls, material misstatements in financial reporting due to error or fraud may occur and not be detected. Also, evaluation of the internal financial controls is subject to the risk that the internal financial control may become inadequate because of changes in conditions, or that the compliance with the policies or procedures may deteriorate.

The Company has, in all material respects, an adequate internal financial controls system and such internal financial controls were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for adequate safeguards against victimization of persons who use the Vigil Mechanism; and also provides direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism policy are made available on the Company''s website www.coffeeday.com

PARTICULARS OF EMPLOYEES

The Statement containing ratio of remuneration paid to each Director and the median employee remuneration and other details in terms of subsection 12 of section 197 of the Companies Act 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

THE STATEMENT CONTAINING PARTICULARS IN TERMS OF SUBSECTION 12 OF SECTION 197 OF THE COMPANIES ACT 2013 READ WITH RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 - ANNEXURE-8

CORPORATE SOCIAL RESPONSIBILITY

As per section 135 of the Companies Act, 2013 the Company has a Corporate Social Responsibility Committee. The Committee comprises of Mr. S.V. Ranganath, Chairman and Mr. V.G. Siddhartha & Mrs. Malavika Hegde as Members. The Committee has adopted a CSR policy which has been hosted on the Company''s website at www.coffeeday.com

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2016-17, no complaints were received by the Company related to sexual harassment.

DIRECTOR''S RESPONSIBILITY STATEMENT

In Compliance with section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirm the following:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to 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 and loss of the Company for that period;

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

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The Company is responsible for establishing and maintain adequate and effective internal financial controls with regard to it business operations and in the preparation and presentation of the financial statements, in particular, the assertions on the internal financial controls in accordance with broader criteria established by the Company.

Towards the above objective, the directors have laid down the internal controls based on the internal controls framework established by the Company, which in all material respects were operating effectively as at 31st March 2017.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate. The Company has substantially complied with material provisions of such acts and regulations as are relevant for its operations. No material or significant non compliances were reported or identified during the year.

STATUTORY DISCLOSURES

None of the Directors of your Company are disqualified as per provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Act and SEBI (LODR) 2015.

BOARD''S RESPONSE ON AUDITORS QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report or by the Company Secretary in practice in the secretarial audit report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT OF THE COMPANY

Your company is exposed to a variety of risk considering the diversified business of the subsidiaries which include coffee business, technology park business, logistics business, financial services business and resort business. We conduct a substantial portion of our coffee and non-coffee business operations through our subsidiaries. Hence our company''s income is largely dependent on the investment income and dividends from our subsidiary. Our success depends on the value, perception and marketing of our brands, most particularly the "Cafe Coffee Day" brand. We are also subject to strong competition in food & beverage industry and our logistics business.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE ACT

There were no frauds reported by auditors.

SHARES

A. Buy back of securities

The Company has not bought back any of its securities during the year under review, as per Section 68 of the Act.

B. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review, as per Section 54 of the Act.

C. Bonus Shares

The Company had not issued Bonus Shares during the year under review, as per Section 63 of the Act.

D. Employee Stock Option Plan

The Company has not provided any Stock Option Scheme to the employee, as per Section 62 of the Act.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to Bankers, business associates, consultants and various Government authorities for their continued support extended to your companies activities, during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your company.

For and on Behalf of the Board By Order of the Board

Place: Bangalore

Date: 18th May 2017 For Coffee Day Enterprises Limited

V G Siddhartha

Chairman & Managing Director

DIN-00063987

Malavika Hegde

Director

DIN - 00136524

---

Mar 31, 2016

Dear Shareholders,

The Board of Directors present you the Eighth Annual Report on business and operations along with the audited financial statements and the auditor''s report of your Company for the financial year ended 31st March, 2016.

Financial Highlights: Amount In Rs. million (Except per share data.)

Particulars Coffee Day Enterprises Coffee Day Enterprises Coffee Day Global Coffee Day Global Limited (Consolidated) Limited (Consolidated) Limited (Consoli dated) Limited (Consoli dated) FY16 FY15 FY16 FY15

Net Revenue (including 28,937 25,487 13,865 12,717 other income)

Expenses 29,415 26,894 13,682 12,788

Profit before tax and (478) (1,407) 183 (71) exceptional items

Exceptional Items, net - - - -

Tax Expenses 329 150 77 71

Associates 990 903 - -

Minority Interest (258) (184) - -

Profit after Tax (75) (838) 106 (143)

Earnings per (0.47) (7.18) 0.65 (0.91)

Share (EPS) before exceptional item

Earnings per Share (0.47) (7.18) 0.65 (0.91) (EPS) after exceptional item

Performance Overview

During the fiscal year ended March 31, 2016, consolidated net operational revenue grew by 14.4% YoY driven by a strong impetus from Coffee and Financial Services. The retail coffee contributed by a growth of 14%. Consolidated Loss after tax and exceptional items came down from Rs.838 Million for Fy 2015 to a loss of Rs. 75 million for Fy 2016.

A detailed performance analysis is provided in the Management Discussion and Analysis segment which is annexed to this report.

State of Company''s Affairs

The state of Company affairs forms a part of the Management Discussion & Analysis Report.

Dividend

In view of the losses, current and accumulated, your Directors regret their inability to recommend dividend for the year 2015-2016.

Transfer to Reserves

The Company has not transferred any amount to reserves during the year and hence no information as per the provisions of Section 134 (3) (j) of the Companies Act, 2013 has been furnished.

Successful Initial Public Issue

The Company has successfully completed initial public offering (IPO) in the current year pursuant to applicable SEBI Rules and Regulations. The IPO of the Company received an overwhelming response from the investors and the public issue was oversubscribed thereby making this IPO a successful one. Shares have been listed with both BSE and NSE w.e.f 02nd November 2015. Consequently, the Company''s paid up capital increased from Rs. 1,709,407,440/- to Rs.2,060,017,190/-. The equity shares of Rs.10/- each were issued at a price of Rs.328/- per share.

Deposits

No fixed deposits accepted from the public.

Particulars of Loans, Guarantees or Investments

The Company makes investments or extends loans/guarantee to its wholly owned subsidiaries for their business purpose. The details of loans, guarantees and investments are covered under section 186 of the Companies Act 2013 along with the purpose for which such loan or guarantee is proposed to be utilised by the recipient, form part of the notes to the financial statements provided in this annual report.

Subsidiaries

The Company has formulated a policy for determining ''material'' subsidiaries pursuant to the provisions of the SEBI LODR. The said policy is available at the Company website www. coffeeday.com.

The Company has 40 subsidiaries (including indirect subsidiaries) as on March 31, 2016.

As per section 129(3) of the Companies Act 2013, the consolidated financial statements of the Company and its subsidiaries form part of the Annual Report. A statement containing the salient features of the financial statements of its subsidiaries in the prescribed Form AOC-1 is attached as Annexure to Consolidated Financial Statements.

In accordance with section 136 (1) of the Companies Act 2013, the financial statements of the subsidiaries companies are available on our website www. coffeeday.com post approval of the members.

Management Discussion & Analysis Report

The Management Discussion & Analysis forms a part of this annual report.

Corporate Governance

The report on Corporate Governance as stipulated by under SEBI LODR forms part of the Annual Report. The requisite Certificate from a practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to this Report as Annexure 1.

Policy on Directors'' Appointment and Remuneration

In accordance with Clause 178(3) of the Companies Act 2013 and Regulation 19 of SEBI LODR, the Board had adopted a Policy on Director''s appointment and remuneration as recommended by the Nomination and Remuneration Committee. The policy is attached as Annexure 2.

Board Diversity

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The Board recognises the importance of a diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The policy is available at www.coffeeday.com.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

Board Evaluation

As per the provisions of the Companies Act 2013 and Listing Obligation and Disclosure Requirements, an evaluation of the performance of the Board, Committee and members were undertaken.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as Board structure, strategic discussions, effective reviews, processes and the Board''s engagement with the senior management team etc. The performance of the Committee was evaluated by the Board on the basis of composition, effective discharge of its function and recommendations provided. Performance of the Individual Directors were evaluated on the basis of integrity, commitment, and the ability to exercise independent judgement etc. The feedback was collated and discussed, and action points for improvements were put in place.

Appointments/Resignation/Re-appointments of Board of Directors

During the year no new Director has been appointed except Mr. M.D. Mallya being appointed as an Independent Director and there is no resignation of Directors except Mr. Parag Saxena, Mr. Nainesh Jai Singh, Mr. H.V. Santhrupth & Mrs. Niveditha Halappa during the financial year 2015-16.

Mr.Sanjay Nayar shall retire by rotation at the ensuing Annual General meeting and is eligible for re-appointment.

Committees of the Board

The details of the Board''s Committees - the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders'' Relationship Committee have been disclosed separately in the Corporate Governance Report which is annexed to and forms a part of this annual report.

Audit Committee

The Audit Committee comprises of Mr. S.V. Ranganath as Chairman, with Dr. Albert Hieronimus and Mr. V.G. Siddhartha as members. The functions performed by the Audit Committee and the particulars of meetings held and attendance thereat are given in the Corporate Governance Report.

Meetings of the Board

The Board duly met 12 times (Twelve) in the financial year 2015-16. Details of the meetings are mentioned in the Corporate Governance Report which is annexed to this Report.

Related Party Contracts or Arrangements

The Company has formulated a policy on "materiality of related party transactions" and the process of dealing with such transaction, which are in line with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) regulation 2015. The same is also available on the website of the company www.coffeeday.com.

Prior omnibus approval from the Audit Committee are obtained for transactions which are repetitive and also normal in nature. Further, disclosures are made to the Committee on a quarterly basis.

There have been no material related party transactions undertaken by the Company, under regulation 23 of the SEBI (Listing Obligations and Disclosures Requirement) regulation 2015 and detail of the transaction approved by the Board under section 188 of the Companies Act, 2013 have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014.

There have been no material related party transactions undertaken by the Company under Section 188 of the Companies Act, 2013 and hence, no details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 - ''AOC-2''.

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 relate and the date of the report:

No material changes and commitments have occurred after the close of the year till the date of this report, which affect the financial position of the Company.

Change in Nature of Business:

There has been no change in the nature of business of the company.

Conservation of Energy, Research and Development technology absorption, Foreign Exchange Earnings & Outgo:

The particulars as prescribed under section 134 (3) (m) of the Companies Act 2013, read with Rule 8(3) of the Companies (Accounts) Rules 2014 are attached as Annexure 3.

AUDITORS

a) Statutory Auditors:

The members in their AGM held on September 30, 2014 had appointed M/s B S R & Co LLP, Chartered Accountants as statutory auditors for a term of 5 consecutive years.

Hence, shareholders are hereby proposed to ratify the appointment of auditors from conclusion of this AGM to the conclusion of the next AGM

b) Secretarial Auditor:

Pursuant to clause 204 of the Companies Act 2013 M/s HRB & Co was appointed to conduct the secretarial audit of the Company for the FY 2015-16. The secretarial audit report is attached as Annexure 4

c) Cost Auditor:

Pursuant to Section 148 of the Companies Act 2013, the provisions for appointment of Cost Auditors do not apply to the Company.

d) Internal Auditor:

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. A B S & Co, Chartered Accountants as Internal Auditors.

Significant and material orders passed by the Courts/Regulators

There is no significant orders passed by the regulator, Court or tribunals impacting the going concern status and the Company''s operations in future.

Extract of Annual Return

An extract of the Annual return has been annexed to the Board''s Report in compliance with Section 92 of the Companies Act 2013 read with applicable rules made thereunder annexed as Annexure 5 to this Report.

Adequacy of Internal Financial Controls with Reference to the Financial Statements

It is management''s responsibility to establish and maintain appropriate controls over financial reporting. Controls are aimed at providing reasonable assurance that external reports and statements are in accordance with applicable accounting principles.

The Company has laid down certain guidelines, processes and structures, which enable the implementation of appropriate internal financial controls across the organisation. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. These include control processes both on manual and IT applications including the ERP application wherein the transactions are approved and recorded. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively. Because of the inherent limitations of internal financial controls, including the possibility of collusion or an improper management override of controls, material misstatements in financial reporting due to error or fraud may occur and not be detected. Also, evaluation of the internal financial controls are subject to the risk that the internal financial control may become inadequate because of changes in conditions, or that the compliance with the policies or procedures may deteriorate.

The Company has, in all material respects, an adequate internal financial controls system and such internal financial controls were operating effectively based on the internal control criteria established by the Company, considering the essential components of internal control. The Company has, in all material respects, an adequate internal financial controls system and such internal financial controls were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control.

Whistle Blower Policy/Vigil Mechanism

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for adequate safeguards against victimization of persons who use the Vigil Mechanism; and also provides direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism policy are made available on the Company''s website, www. coffeeday.com.

Particulars of Employees

The Statement containing ratio of remuneration paid to each Director and the median employee remuneration and other details in terms of subsection 12 of section 197 of the Companies Act 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed in Annexure 6 of this report.

The Statement containing particulars in terms of subsection 12 of section 197 of the Companies Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

Corporate Social Responsibility

As per section 135 of the Companies Act, 2013 the Company has a Corporate Social Responsibility Committee. The Committee comprises of Mr. S.V. Ranganath, Chairman and Mr. V.G. Siddhartha & Mrs. Malavika Hegde as Members. The Committee has adopted a CSR policy which has been hosted on the Company''s website at www. coffeeday.com.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2015-16, no complaints were received by the Company related to sexual harassment.

Director''s Responsibility Statement

In Compliance with section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirm the following:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to 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 and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The Company is responsible for establishing and maintain adequate and effective internal financial controls with regard to it business operations and in the preparation and presentation of the financial statements, in particular, the assertions on the internal financial controls in accordance with broader criteria established by the Company.

Towards the above objective, the directors have laid down the internal controls based on the internal controls framework established by the Company, which in all material respects were operating effectively as at March 31, 2016.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate. The Company has substantially complied with material provisions of such acts and regulations as are relevant for its operations. No material or significant non compliances were reported or identified during the year.

Statutory Disclosures

None of the Directors of your Company are disqualified as per provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Board''s Response on Auditors qualification, Reservation or Adverse Remarks or Disclaimers made

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report or by the Company Secretary in practice in the secretarial audit report.

Statement Concerning the Development and implementation of the Risk Management Policy of the Company

Your company is exposed to a variety of risk sconsidering the diversified business of the subsidiaries which include a coffee business, technology park business, logistics business, financial services business and resort business. We conduct a substantial portion of our coffee and non-coffee business operations through our subsidiaries. Hence our company''s income is largely dependent on the investment income and dividends from our subsidiary. Our success depends on the value, perception and marketing of our brands, most particularly the "Cafe Coffee Day" brand. We are also subject to strong competition in the food & beverage industry and our logistics business.

Details in Respect of Frauds Reported by Auditors under Sub-section (12) of Section 143:

There were no frauds reported by auditors.

SHARES

a) Buy back of Securities

The Company has not bought back any of its securities during the year under review.

b) Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

c) Bonus Shares:

The Board of Directors recommended the issue of bonus shares at the ratio of 1:7 on May 5th, 2015 and the same was approved by the shareholders on 8th May, 2015.

d) Employee Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employee.

Acknowledgements

Your Directors place on record their sincere thanks to Bankers, business associates, consultants and various Government authorities for their continued support extended to your companies activities, during the year under review. Your Directors are grateful to the shareholders for their support and confidence reposed on your company.

For and on Behalf of the Board

By Order of the Board

Place: Bangalore

Date: 20th May, 2016

For Coffee Day Enterprises Limited

V. G. Siddhartha

Chairman & Managing Director

DIN - 00063987

Malavika Hegde

Director

DIN - 00136524