Directors Report of Future Consumer Ltd.

Mar 31, 2023

DIRECTORS'' REPORT

Dear Shareholders,

Your Directors are pleased to present the 27^th Annual Report and the Audited Accounts for the year ended 31^st March, 2023.
FINANCIAL HIGHLIGHTS

The summarized financial performance (Standalone and Consolidated) of the Company:

Particulars	Standalone		Consolidated
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Total Income	10,047.64	1,02,952.17	40,567.49	1,48,936.55
Profit / (Loss) before Exceptional Items	(8,582.23)	(27,821.65)	(13,952.00)	(35,427.30)
Share of loss in Associate Company and Joint Venture	NA	NA	(276.25)	(2,200.75)
Add/ (Less): Exceptional Items	(46,188.17)	(26,865.72)	(18,665.72)	(7,409.20)
Profit / (Loss) Before Tax	(54,770.40)	(54,687.37)	(32,893.97)	(45,037.25)
Profit / (Loss) After Tax	(54,724.63)	(54,687.37)	(33,503.31)	(44,975.63)
Profit / (Loss) After Share of Associates and Minority Interest	NA	NA	(33,496.90)	(44,967.96)

BUSINESS OPERATIONS

Future Consumer Limited ("FCL"/ "Company") is engaged in
the business of sourcing, manufacturing, branding, marketing
and distribution of Food and Processed Food Products & Health
and personal care (HPC) products in urban and rural India. Over
the years, FCL has been operating as a next-generation Food
and HPC Company focusing on emerging categories and value-
added space. Your Company has over the years successfully
created a portfolio of differentiated products catering to a wide
range of categories spanning across food, home care, personal
care and beauty.

The closure of Future Retail stores at the start of the year had a
serious impact on the business of your Company as they were
our largest customer and their subsequent admission into the
IBC process jeopardized our receivables of '' 378.19 Crore from
them. Therefore, this year started with headwinds in terms
of the non-availability of funds for growth and lower business
and free cashflows which impacted on our ability to pay the
borrowing dues on the bank loans.

We went back to the drawing board and put together a scaled-
down business plan in line with the funds we had and could
generate but still take us to breakeven level at the end of the year
and designed the organization bottom up. The building blocks
of the plan were about focusing on a few of our brands having
market pull that we could take to the general trade market and
focus on improving the distribution network of Aadhaar and
Nilgiris and sustaining the food park business. All of this resulted
in us needing to shut down some of our manufacturing units and
curtail operations at other locations in line with the scaled-down
business plan.

This Business Plan, and a Non-Core Business Monetization plan,
were presented to the Lenders, who agreed to the proposal and
allowed us "holding on" operations till March 23. Your Company

put together a small team, reached out to potential buyers
directly, and engaged a few investment bankers to achieve the
monetization plan. The response to the asset’s monetization
plan has been very positive and evinced interest from multiple
buyers. It is in different stages of completion to close the deals
for the respective assets. But any project of this nature does
take time, and your Company has asked for an extension from
the banks on the timelines, and they have been kind enough
to extend the monetization plan till May 23. The Lenders have
supported our efforts and allowed your Company to run under
''holding on operations’.

We are putting all our endeavours into having a resolution for
your Company this financial year with the lenders settling
their dues from the monetization proceeds. Then we focus on
growing the Company from a smaller base with our portfolio of
brands, and we are confident that we can get back to achieving
the Company’s vision.

The macro-environment during the year was challenging
due to geopolitical tensions, decadal-high inflation hurting
demand and consumer choices, monetary tightening, and rising
interest rates, impacting the global economy and Indian retail
consumption. Despite all these, the Company’s subsidiaries
have shown resilience and have grown profitably, which augurs
well for the next phase of growth for the Company.

During the year under review, your Company has recorded
consolidated revenue from operations of '' 38,115.08 Lakhs
as against revenue from operations of '' 1,46,878.86 Lakhs
in the previous year. EBITDA loss of the Company reduced
from '' 23,955.10 Lakhs in the previous year to a loss of
'' 5,385.51 Lakhs during the year under review. The loss after tax
attributable to the Company reduced from '' 44,975.63 Lakhs in
FY22 to '' 33,503.31 Lakhs in FY23. Loss is primarily on account
of expected credit loss on trade receivables and impairment

cost of '' 18,665.72 Lakhs recognised majorly on account of
Impairment on ''Asset Held for Sale’.

Despite the challenging operating and financing situation, your
Company demonstrated strong execution of its plans shared
with the lenders. Once the dust settles, your Company plans to
change gears by focusing on building a solid distribution network
outside the general trade space and using the existing network
to grow our Brands at the same time optimizing costs at the
backend, driving synergies and judiciously allocating resources,
conserving cash and improving liquidity thereby enhancing
stakeholder value.

Material changes and commitments affecting the financial
position of the Company between end of financial year under
review and date of this Report, forms part of this Report.

FUTURE OUTLOOK

Your Company continues to believe that the medium to long¬
term consumption opportunity in India remains intact and we
have the platform to be able to leverage the opportunity.

Your Company plans to grow the business profitably and provide
a sales channel for our Brands Portfolio. Your Company believes
that there is an immense opportunity to grow our brands in the
existing network. These channels allow the Company to build a
controlled and distribution across our categories and brands.

Your Company will focus on improving the utilization of the
Integrated Food Park Business, resulting in better cash flows for
the Company.

Your Company will also focus on building a profitable general
trade business at a low base with a limited set of our Brands that
has a pull in the market with the efforts we have put in during the
last many years.

During the current financial year 2023-24, the Company
expects to resolve the debt situation with the Banks and grow
the Company profitably with a combination of organically
driven sales growth and operational efficiency. Brand-building
efforts along with back-end productivity improvements related
to workforce, third-party manufacturers and leveraging the
network we created in the past will help achieve the profitable
growth as defined in the business plan

UNCLAIMED SHARES

In terms of the provisions of Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as
amended ("SEBI Listing Regulations"), details about unclaimed
shares in suspense account as on 31^st March, 2023 are as under:

Description	No. of Shareholders	No. of Shares
Aggregate number of shareholders and outstanding shares in the suspense account as on 1st April, 2022	1	600
Aggregate number of shareholders who approached the Company for transfer from suspense account upto 31st March, 2023
Number of shareholders to whom shares were transferred from suspense account upto 31st March, 2023
Aggregate number of shareholders and outstanding shares in the suspense account as on 31st March, 2023	1	600

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to
reserves.

DIVIDEND

In view of losses incurred and with an objective to conserve the
resources, your Directors have not recommended any dividend
on equity shares for the financial year ended 31^st March, 2023.

In accordance with the provisions of Regulation 43A of SEBI
Listing Regulations, the Company has adopted a Dividend
Distribution Policy which is made available on the website of the
Company https://futureconsumer.in/investors.aspx#policies-
code

SCHEME OF ARRANGEMENT

During the year under review, as per the directions of Hon’ble
National Company Law Tribunal ("NCLT"), Mumbai Bench, a
meeting of Equity shareholders of the Company was held on 20^th
April, 2022 and a meeting of Secured and Unsecured Creditors
of the Company was held on 21^st April, 2022 for seeking
approval of Composite Scheme of Arrangement between
the Company and other Transferor Companies with Future
Enterprises Limited ("Transferee Company" or "FEL") and their
respective Shareholders and Creditors inter-alia comprising
of amalgamation of the Company along with other Transferor
Companies with FEL ("Scheme"). Pursuant to the e-voting
result of NCLT convened meeting the Scheme was approved by
equity shareholders and unsecured creditors of the Company
at their respective meetings. However, as per the e-voting
result, the Scheme was not approved by Secured Creditors
of the Company. As most of the secured creditors of various

companies involved in the Scheme voted against the Scheme as
per the e-voting result of their respective meetings, the subject
Scheme was not implemented.

The Scheme of Arrangement comprising of the merger of
wholly-owned subsidiaries viz. Future Food and Products Limited
and Future Food Processing Limited ("Transferor Companies")
with the Company ("Scheme 1"), filed with the Hon’ble NCLT
during the financial year 2021-22, is pending for final order to be
passed by Hon’ble NCLT.

Further, the Scheme of Arrangement comprising of the merger
of Integrated Food Park Limited ("Transferor Company" /
"IFPL") with the Company ("Scheme 2"), was filed with the
Hon’ble NCLT during the financial year 2021-22. Thereafter, an
application for withdrawal of Scheme 2 was filed with Hon’ble
NCLT Mumbai and Bengaluru Bench by the Company and IFPL
respectively. The Hon’ble NCLT Bengaluru Bench has accepted
the application filed by IFPL and passed an order on 4^th January,
2023 approving withdrawal of Scheme 2. The Hon’ble NCLT,
Mumbai has also accepted the application filed by the Company
and approved withdrawal of Scheme 2 vide order dated 6^th
January, 2023.

During the financial year 2022-23, the Scheme of Amalgamation
pursuant to Section 230 to 232 and other applicable provisions
of the Companies Act, 2013 for amalgamation between Bloom
Foods and Beverages Private Limited ("BFBPL" or "Transferor
Company No.1" ) and Nilgiris Franchise Limited ( "NFL" or
"Transferor Company No.2") and Nilgiri’s Mechanised Bakery
Private Limited ( "NMBPL" or "Transferor Company No.3") and
Future Consumer Limited (''FCL'' or ''Transferee Company'') and
their respective shareholders was also approved by the Board of
respective companies. The Transferor and Transferee companies
have filed the draft scheme with Hon’ble NCLT, Mumbai Bench,
which is pending for approval.

INCREASE IN SHARE CAPITAL

There has been no change in the share capital of the Company
during the year under review.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

As on 31^st March, 2023, your Company had following Subsidiary
and Joint Venture companies:

Sr. No.	Name of the company	Category
1.	Aadhaar Wholesale Trading and Distribution Limited	Subsidiary
2.	Amar Chitra Katha Private Limited ("ACKPL")	Subsidiary
3.	Appu Nutritions Private Limited	Subsidiary of NDFPL

Sr. No.	Name of the company	Category
4.	Aussee Oats India Limited	Subsidiary of FCL Tradevest
5.	Aussee Oats Milling (Private) Limited	Subsidiary
6.	Bloom Foods and Beverages Private Limited	Subsidiary
7.	Delect Spices and Herbs Private Limited	Subsidiary of FCL Tradevest
8	FCEL Overseas FZCO	Subsidiary
9.	FCL Tradevest Private Limited ("FCL Tradevest")	Subsidiary
10.	Future Food and Products Limited	Subsidiary of FCL Tradevest
11	Future Food Processing Limited	Subsidiary of FCL Tradevest
12.	Fonterra Future Dairy Private Limited	Joint Venture (Joint Venture has been terminated)
13.	Hain Future Natural Products Private Limited	Joint Venture
14.	IBH Books & Magazines Distributors Limted	Subsidiary of ACKPL
15.	Ideas Box Entertainment Limited	Subsidiary of ACKPL
16.	Integrated Food Park Limited	Subsidiary of FCL Tradevest
17.	Illusie Trading AG (formerly known as Mibelle Future Consumer Products A. G.)	Joint Venture (liquidated w.e.f 11.4.2022)
18.	MNS Foods Limited	Subsidiary of FCL Tradevest
19.	Nilgiris Franchise Limited	Subsidiary of NDFPL
20.	Nilgiri’s Mechanised Bakery Private Limited	Subsidiary of NDFPL
21.	Sublime Foods Limited ("Sublime")	Subsidiary of FCL Tradevest
22.	The Nilgiri Dairy Farm Private Limited ("NDFPL")	Subsidiary
23.	FCL Speciality Foods Private Limited	Subsidiary of Sublime

During year under review, ACKPL being a non core investment
for the Company, the Board has approved to dispose-off the
investment held by the Company in ACKPL. ACK Media Direct
Limited, ceased to be subsidiary of Amar Chitra Katha Private
Limited with effect from 1^st October,2022.

Pursuant to the provisions of Section 129(3) of the Companies
Act, 2013, a statement containing salient features of financial
statements of Subsidiaries and Joint Venture companies in
Form AOC-1 is attached separately to this Annual Report.

The performance, financial position and contribution of
each of the Subsidiaries and Joint Venture companies to the
performance of the Company, is provided under Management
Discussion and Analysis Report, which is presented separately
and forms part of this Report.

The policy for determining material subsidiaries as approved
by the Board of Directors of the Company is available on the
website of the Company - https://futureconsumer.in/investors.
aspx#policies-code

As on 31^st March, 2023, FCL Tradevest Private Limited, Bloom
Foods and Beverages Private Limited, Aadhaar Wholesale
Trading and Distribution Limited and Future Food and Products
Limited have been identified as material subsidiaries of the
Company as per the thresholds laid down under the aforesaid
policy.

In accordance to the provisions of Section 136(1) of the
Companies Act, 2013, the Annual Report of the Company,
containing therein standalone and the consolidated financial
statements of the Company and the audited financial
statements of each of the subsidiary companies have been
placed on the website of the Company - www.futureconsumer.
in .

The audited financial statements in respect of each subsidiary
company shall also be kept open for inspection at the Registered
Office of the Company during working hours for a period of 21
days before the date of ensuing Annual General Meeting. The
aforesaid documents relating to subsidiary companies can be
made available to any Member interested in obtaining the same
upon a request in that regards made to the Company.

FINANCIAL STATEMENTS

Pursuant to the Companies (Indian Accounting Standards) Rules,
2015 ("IND AS") notified by the Ministry of Corporate Affairs,
the Company has adopted the Indian Accounting Standards
with effect from 1^st April, 2016. Accordingly, the Standalone
and Consolidated Financial Statements of the Company and
its subsidiaries, for the year ended 31^st March, 2023 have been
prepared in accordance with IND AS.

The audited Consolidated Financial Statements prepared in
accordance with IND AS are provided in this Annual Report.

PARTICULARS OF LOANS GRANTED,
GUARANTEE PROVIDED AND INVESTMENTS
MADE PURSUANT TO THE PROVISIONS OF
SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans granted, guarantees provided and investments
made by the Company under the provisions of Section 186 of
the Companies Act, 2013, are provided under Note No. 39 to
Standalone Financial Statements of the Company, forming part
of this Annual Report.

RELATED PARTY TRANSACTIONS

The Company has formulated policy on materiality of
related party transactions and dealing with related party
transactions ("RPT Policy") in accordance to the provisions
of Companies Act, 2013 and SEBI Listing Regulations.
The RPT Policy is available on the website of the Company -
https://futureconsumer.in/investors.aspx#policies-code.

All transactions with related parties are placed before the Audit
Committee for review and are approved by the Independent
Directors being members of the Audit Committee. Prior omnibus
approval is obtained for transactions with related parties which
are repetitive in nature.

All transactions entered into with related parties during the
financial year under review were in the ordinary course of
business and on an arm’s length basis. The disclosure in respect
of material contracts or arrangements with related parties, as
required under Section 134(3)(h) of the Companies Act, 2013
is made in Form AOC-2 which is annexed to this Report as
Annexure I.

INTERNAL AUDIT AND INTERNAL FINANCIAL
CONTROLS

The Company has an internal audit system commensurate with
the size of the Company and the nature of its business. The
Company has appointed M/s. S N & Co, Chartered Accountants
as the Internal Auditors of the Company. The internal auditor
prepares an annual audit plan based on risk assessment and
conducts extensive reviews covering financial, operational and
compliance controls. Improvements in processes are identified
during reviews and communicated to the management on an
ongoing basis. The Audit Committee of the Board monitors
the performance of the internal auditors on a periodic basis
through review of audit plans, audit findings and issue resolution
through follow- ups. Each year, there are at least four meetings
in which the Audit Committee reviews internal audit findings.
Internal Audit function plays a key role in providing to both
the management and to the Audit Committee, an objective
view and re-assurance of the overall internal control systems
and effectiveness of the risk management processes and the
status of compliances with operating systems, internal policies

and regulatory requirements across the Company including its
subsidiaries. The Internal Auditors assist in setting Industry
benchmarks and help us drive implement best Industry practice
within our organization.

The Company has an adequate system of internal financial
controls. Internal Audit team conducts Internal Financial Review
(IFC) testing on yearly basis as per Companies Act 2013, to
ensure adequate and effective Internal Control over Financial
Reporting is in place. The same is also being certified by our
statutory auditors on a yearly basis.

The Company has adopted policies and procedures covering
all financial and operating functions. These controls have been
designed to provide a reasonable assurance over:

• Accuracy and completeness of the accounting records

• Compliance with applicable laws and regulations

• Effectiveness and efficiency of operations

• Prevention and detection of frauds and errors

• Safeguarding of assets from unauthorised use or losses.

Based on the assessment carried out by the Company, the
internal financial controls were adequate and effective and no
reportable material weakness or significant deficiencies in the
design or operation of internal financial controls were observed,
during the financial year ended 31^st March, 2023.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and that of the Articles of Association,
Mr. Amit Kumar Agrawal, Executive Director is liable to retire
from the Board ofthe Company by rotation at the forthcoming
Annual General Meeting ("AGM") and being eligible, has offered
himself for being re-appointed at the AGM.

The Board of Directors of the Company ("Board"), on the
recommendation of the Nomination and Remuneration/
Compensation Committee ("NRC Committee") had at their
meeting held on 5^th August, 2023, appointed Mr. Birendra Kumar
Agrawal as an Additional Independent Director of the Company
with effect from 5^th August, 2023, for a term of five years, subject
to approval of the shareholders of the Company. Further, the
Board, on the recommendation of the NRC Committee, had
at the said meeting also appointed Ms. Lynette Monteiro as an
Additional Non-Executive and Non-Independent Director of the
Company with effect from 5^th August, 2023, to hold office upto
the date of the next Annual General Meeting of the Company.

The Company has received declaration from Mr. Birendra Kumar
Agrawal confirming that he meets the criteria of independence
as provided under sub-section (6) of Section 149 of the
Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The Notice convening forthcoming AGM includes the proposal
for appointment / re-appointment of the aforesaid Directors.
A brief resume of the Director(s) seeking appointment / re¬
appointment at the forthcoming AGM and other details as
required to be disclosed in terms of Regulation 36(3) of the
SEBI Listing Regulations and Secretarial Standard on General
Meetings ("SS-2") forms part of the Notice calling the AGM.

The Board, on the recommendation of the NRC Committee,
had at their meeting held on 23^rd April, 2022, appointed Mr. Amit
Kumar Agrawal as an Additional Director of the Company with
effect from 25^th April, 2022. Further, the Board had at the said
meeting, subject to approval of the Shareholders and such other
consents and approvals that may be required, also approved
appointment of Mr. Amit Kumar Agrawal as an Executive Director
of the Company for a period of three years with effect from 25^th
April, 2022 and payment of remuneration to him as determined
by the Board in accordance with the provisions of Companies
Act, 2013 read with Schedule V and Rules framed thereunder.
Subsequently, the approval of the Shareholders of the Company was
obtained on 20^th July, 2022, by way of postal ballot, for appointment
of Mr. Amit Kumar Agrawal as a Director ofthe Company, whose term
shall be liable to retire by rotation and also as an Executive Director
of the Company, for a period of three years with effect from 25^th
April, 2022. Further, approval of the Shareholders of the Company
was obtained on 11^th November, 2022, by way of postal ballot, for
payment of remuneration to Mr. Amit Kumar Agrawal during his term
as an Executive Director of the Company.

The Board on the recommendation of the NRC Committee, had at
their meeting held on 13^th February, 2023, appointed Mr. Rajnikant
Sabnavis as an Additional Non-Executive Non-Independent
Director of the Company with effect from 13^th February, 2023, to
hold office upto the date of the next Annual General Meeting of
the Company. The approval of the Shareholders of the Company
was subsequently obtained on 10^th May, 2023, by way of postal
ballot, for appointment of Mr. Rajnikant Sabnavis as a Director
of the Company (Non-Executive and Non-Independent), whose
term shall be liable to retire by rotation.

As on 31^st March, 2023, in terms of confirmation received from
respective Director(s), none of the Directors are disqualified
for appointment/re-appointment under Section 164 of the
Companies Act, 2013. The Company has received individual
declarations from following Independent Director(s) of the
Company as on 31^st March,2023, stating that they meet the
criteria of independence as provided under sub-section (6) of
Section 149 of the Companies Act, 2013 and Regulation 16(1)(b)
of the SEBI Listing Regulations :

a) Mr. G. N. Bajpai

b) Ms. Neelam Chhiber

In terms of Regulation 25(8) of the SEBI Listing Regulations,
the Independent Director(s) have confirmed that they are not

aware of any circumstance or situation which exists or may be
anticipated that could impair or impact their ability to discharge
their duties with an objective independent judgment and
without any external influence. The Board is of the opinion that
Independent Directors possess highest standards of integrity
and requisite expertise and experience required to fulfil the
duties as an Independent Director of the Company.

During the year under review, Ms. Ashni Biyani resigned
as Managing Director of the Company with effect from
12^th May, 2022 and ceased to be Key Managerial Personnel of the
Company. Further, Mr. Jude Linhares resigned as an Executive
Director of the Company with effect from 15^th April, 2022.

During the year under review, Mr. Adhiraj Harish resigned as
Independent Director of the Company with effect from 3^rd May,
2022 due to significant increase in his professional commitments
and Mr. Harminder Sahni resigned as Independent Director of the
Company with effect from 14^th September, 2022 due to his other
professional and personal commitments. Further, Mr. Frederic
De Mevius and Mr. Deepak Malik resigned as Directors of the
Company with effect from 16^th June, 2022 and 21^st December,
2022 respectively.

Mr. Krishan Kant Rathi, Director of the Company was liable to
retire by rotation at the 26^th AGM of the Company held on 29^th
September, 2022. The Company had received an intimation from
Mr. Krishan Kant Rathi that he was unwilling to be re-appointed at
the 26^th AGM by rotation due to his other personal / professional
engagements. Accordingly, Mr. Krishan Kant Rathi was not re¬
appointed by rotation at the AGM and the vacancy caused due
to his retirement was not filled-up in terms of the resolution
passed by the Shareholders at the said AGM.

The Board wishes to place on record their appreciation for
the contributions made by each Director during their tenure as
member of the Board of Directors of the Company.

During the year under review, Mr. Amit Kumar Agrawal ceased to
be Dy. Chief Financial Officer of the Company with effect from
25^th April, 2022, consequent to his appointment as an Executive
Director of the Company.

The Board, on recommendation made by NRC Committee
and approval granted by Audit Committee, had appointed
Mr. Rajendra Bajaj as the Chief Financial Officer and also
designated him as Key Managerial Personnel of the Company
with effect from 12^th August, 2022. Accordingly, Mr. Rajendra
Bajaj ceased to be Deputy Chief Financial Officer of the Company.

Further, the Board on recommendation made by NRC
Committee, had appointed Mr. Samson Samuel as Chief
Executive Officer of the Company with effect from 12^th May,
2022 and also designated him as Key Managerial Personnel.

After the year under review following changes have taken place
in Board composition:

i) Mr. G. N. Bajpai resigned from the position of an Independent
Director and Non-executive Chairman from Board of
Directors of the Company from the close of the business
hours of 2^nd June, 2023.

ii) Ms. Ashni Biyani resigned as a Non-Executive Director of
the Company with effect from 5^th June, 2023.

MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2022-23, the Board of Directors met 8
(Eight) times on 23^rd April, 2022 (two meetings held on 23^rd April,
2022), 10^th May, 2022, and adjourned meeting thereof held on
12^th May, 2022, 27^th May, 2022, 27^th June, 2022, 12^th August,
2022, 10^th November, 2022 and 13^th February, 2023.

The details of composition of the Board and the attendance
of the Directors at the meetings is provided in the Corporate
Governance Report which forms part of this Annual Report.

AUDIT COMMITTEE

As on 31^st March, 2023, the composition of Audit Committee has
been as under:

a. Mr. G. N. Bajpai

b. Mr. Amit Kumar Agrawal

c. Ms. Neelam Chhiber

During the year under review, the Audit Committee met 5 (five)
times on 27^th May, 2022, 27^th June, 2022, 12^th August, 2022, 10^th
November, 2022 and 13^th February, 2023.

Further details with respect to Audit Committee are disclosed
in the Corporate Governance Report which forms part of this
Annual Report.

During the year under review, all the recommendations made by
the Audit Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on 31^st March, 2023, the composition of Corporate Social
Responsibility Committee has been as under:

a. Ms. Ashni Biyani

b. Mr. Kishore Biyani

c. Ms. Neelam Chhiber

RISK MANAGEMENT COMMITTEE

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and
Regulation 21 of SEBI Listing Regulations, Risk Management
Committee is in place and as on 31^st March, 2023, the composition
of Risk Management Committee has been as under:

a. Ms. Neelam Chhiber

b. Ms. Ashni Biyani

c. Mr. Raiendra Baiai

The Company has formulated a Risk Management Policy to
establish an effective and integrated framework for the risk
management process.

PERFORMANCE EVALUATION OF BOARD

The Board had carried out an annual evaluation of its own
performance, committees and individual directors pursuant
to the provisions of the Act and SEBI Listing Regulations for
the financial year 2022-23. The evaluation process was carried
out through a web based application in terms of a structured
questionnaire in accordance to the Guidance Note on Board
Evaluation issued by Securities and Exchange Board of India.

The evaluation of Individual Directors was done taking into
consideration the contributions made by each Director as a
member at the respective meetings, in pursuit of the purpose
and goals, participation at the meetings, independent views and
judgement, initiative, ownership of value building.

The performance of the Committees was evaluated by majority
of the Board Members after seeking inputs from the Committee
members on the basis of the criteria such as the composition
of Committees, effectiveness of Committee meetings,
information shared and participation of members. In respect
of evaluation for performance of the Board, the parameters
inter alia comprised of key areas such as Board composition,
competency of Directors, diversity, frequency of Board and
Committee meetings, information sharing and disclosures
made to the Board and its Committees. The responses received
on evaluation of the Board and its Committees and that of the
individual Directors were shared with the Chairman.

The overall performance evaluation process for functioning of
Board and its Committees was based on discussions amongst
the Board Members, Committee Members and responses
shared by each Member. The Board and the Nomination
and Remuneration/Compensation Committee reviewed
and discussed the performance of individual directors, the
performance of the Board, its Committees. Performance
evaluation of independent directors was done by majority of
the Board Members, excluding the independent director being
evaluated.

The Board found that there was considerable value and richness
in the discussions and deliberations and has agreed for possible
continuous improvisation and effectiveness in functioning of
the Board and Committees.

CORPORATE GOVERNANCE

A report on Corporate Governance together with Secretarial
Auditors’ Certificate as required under Regulation 34 of SEBI
Listing Regulations forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report as required
under Regulation 34 of SEBI Listing Regulations is presented
separately and forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as
required under Regulation 34 of the SEBI Listing Regulations is
presented separately and forms part of this Annual Report.

VIGIL MECHANISM AND WHISTLE BLOWER
POLICY

The Company has established a Vigil Mechanism and Whistle
Blower Policy to provide a framework for promoting responsible
and secure whistle blowing and to provide a channel to the
employee(s), Directors and other stakeholders to report to the
management, concerns about unethical behavior, actual or
suspected fraud or violation of the code of conduct or policy/ies
of the Company. The details of said vigil mechanism is given in
Corporate Governance Report, which forms part of this Annual
Report.

NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178 of the
Companies Act, 2013, the Company has framed a Nomination
and Remuneration Policy for appointment and remuneration of
the Directors, Key Managerial Personnel and Senior Management
(the "Policy").

The purpose of this Policy is to establish and govern the
procedure as applicable inter alia in respect to the following:

a) To evaluate the performance of the members of the Board.

b) To ensure 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.

c) To retain, motivate and promote talent and to ensure long
term sustainability of talented managerial persons and
create competitive advantage.

The Policy is available on the website of the Company - https://
futureconsumer.in/investors.aspx#policies-code

CORPORATE SOCIAL RESPONSIBILITY
STATEMENT

The Company has constituted a Corporate Social Responsibility
Committee ("CSR Committee") in accordance with Section
135 of the Companies Act, 2013. The Board of Directors of

the Company have, based on recommendations made by the
CSR Committee, formulated and approved Corporate Social
Responsibility Policy ("CSR Policy") for the Company. The
salient features of CSR Policy inter-alia comprises of framing
of guidelines to make Corporate Social Responsibility a key
business process for sustainable development of the society
to directly/indirectly undertake projects/ programmes which
will enhance the quality of life and economic well-being of the
communities in and around our operations and society and to
generate goodwill and recognition among all stakeholders of the
Company.

The CSR Policy framed by the Company is available on the
website of the Company - https://futureconsumer.in/investors.
aspx#policies-code

The disclosure as per Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 is made in prescribed form
which is annexed to this Report as Annexure II.

RISK MANAGEMENT POLICY AND INTERNAL
ADEQUACY

Your Company has Enterprise Risk Management ("ERM") Policy
in place. The aim of this policy is not only to eliminate risks
but to also assist FCL personnel to manage the risks involved
concerning the business and to achieve maximum opportunities
and minimize adverse consequences.

It involves:

• Identifying and taking opportunities to improve
performance as well as taking actions to avoid or reduce the
chances of adverse consequences;

• A systematic process that can be used when making
decisions to improve the effectiveness and efficiency of
performance;

• Effective communication; and

• Accountability in decision making.

Risk Management Committee meetings are convened twice in
a year wherein all the critical risks along with current mitigation
plans identified during the period are presented to the Risk
Management Committee. This ensures all the critical risks are
covered and suitable mitigation plans are in place or needs to
be implemented to overcome /avoid the risk to ensure controls
are operating effectively. The Audit Committee has additional
oversight in the areas of financial risk and controls.

In view of loss of business from Future Retail Limited Stores, the
Board of Directors express their concern over the performance
of the Company in the forthcoming years. To mitigate the
same, the Company plans to identify and implement alternative
options in modern and general trade category.

AUDITORS AND AUDITORS'' REPORT

M/s. S R B C & CO LLP, Chartered Accountants, (Firm’s
Registration No: 324982E/E300003) resigned as the Statutory
Auditors of the Company with effect from 14^th August, 2023.

Based on the recommendation of the Audit Committee, the
Board of Directors had at their meeting held on 14^th August,
2023, approved appointment of M/s. Borkar and Muzumdar,
Chartered Accountants, registered with the Institute of
Chartered Accountants of India having Firm’s Registration No.
101569W, as Statutory Auditors with effect from 14^th August,
2023, to fill the casual vacancy in the office of Statutory
Auditors due to resignation of existing Statutory Auditors of the
Company. M/s. Borkar and Muzumdar, Chartered Accountants,
Statutory Auditors appointed by the Board shall hold office upto
the date of the ensuing Annual General Meeting,

Further, based on the recommendation of the Audit Committee,
the Board of Director have at their meeting held on 14^th August,
2023, recommended the appointment of M/s. Borkar and
Muzumdar, Chartered Accountants, as the Statutory Auditors of
the Company for the approval of Members at the ensuing Annual
General Meeting ("AGM"), for a period of five years, to hold office
from the conclusion of the ensuing 27^th AGM till the conclusion
of the 32^nd AGM of the Company.

M/s. Borkar and Muzumdar, Chartered Accountants, have
granted their consent for being appointed as Statutory Auditors
of the Company and have also confirmed their eligibility in
terms of the provisions of the Companies Act, 2013. The
Notice convening forthcoming AGM includes the proposal for
appointment of Statutory Auditors of the Company for approval
of the Shareholders.

The notes on financial statements referred to in the Auditors
Report are self-explanatory and do not call for any further
comments and explanations. The Auditors’ Report (on
Standalone and Consolidated Financial Statements) for the
financial year ended 31^st March, 2023 have been qualified by the
Statutory Auditors in respect of following:

i) Qualification on non-availability of results /audited financial
statements of two joint venture companies

The Audit Committee and Board of Directors at their respective
meetings while approving the said Financial Statements reviewed
such qualification made by the Statutory Auditors. In accordance
to the provisions of Section 134(3)(f) of the Companies Act,
2013 and Regulation 34(2) of SEBI Listing Regulations, a
statement containing the details of qualification, explanation by
the Board and impact of the qualifications is provided under Note
No. 50 and Note No. 51 to Standalone and Consolidated Financial
Statements of the Company respectively, forming part of this
Annual Report.

No instances of fraud have been reported by the Statutory
Auditors of the Company under Section 143(12) of the
Companies Act, 2013.

SECRETARIAL AUDITOR AND SECRETARIAL
AUDIT REPORT

Your Company has undertaken Secretarial Audit for the financial
year 2022-23 which, inter alia, includes audit of compliance with
the Companies Act, 2013 and the Rules made under the Act,
SEBI Listing Regulations and applicable Regulations prescribed
by the Securities and Exchange Board of India and Secretarial
Standards issued by the Institute of the Company Secretaries
of India.

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board of Directors
had appointed M/s. Sanjay Dholakia & Associates, Practicing
Company Secretary (Membership No. 2655 / CP No.1798) to
conduct the Secretarial Audit of the Company for financial year
2022-23.

The Secretarial Audit Report is annexed to this Report as
Annexure III. The observation/remark of the Secretarial Auditor
in their report is self-explanatory and therefore, the Board does
not have any further comments on the same. The Company
would take necessary action to comply with the respective
provisions of the regulations.

SECRETARIAL AUDIT OF MATERIAL UNLISTED
INDIAN SUBSIDIARY

Pursuant to provisions of Regulation 24A of SEBI Listing
Regulations, Secretarial Audit was undertaken for material
subsidiaries of the Company viz. - Bloom Foods and Beverages
Private Limited, Aadhaar Wholesale Trading and Distribution
Limited, FCL Tradevest Private Limited and Future Food and
Products Limited. The Secretarial Audit Report for aforesaid
material unlisted subsidiaries is annexed to this Report as
Annexure IV-A, IV-B, IV-C and IV-D and does not contain any
qualification, reservation or adverse remark.

PUBLIC DEPOSITS

Your Company has not been accepting any deposits from the
public and hence there are no unpaid / unclaimed deposits or any
instance of default in repayment thereof.

ANNUAL RETURN

The Annual Return as on 31^st March, 2023 in terms of
provisions of Section 92(3) read with Section 134(3)(a) of
the Companies Act, 2013 and Rules thereto, is available
on website of the Company - https://futureconsumer.in/
investors.aspx#financials-id.

PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of
Directors and employees as required under Section
197 of the Companies Act, 2013, read with Rule 5(1)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided under
Annexure V, which is annexed to this Report.

In terms of the provisions of first proviso to Section 136(1) of the
Companies Act, 2013, the statement containing particulars of
top ten employees and the employees drawing remuneration in
excess of limits prescribed under 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, is excluded from the Annual Report being sent to
the Members of the Company and will be available for inspection
by the Members upto the date of forthcoming Annual General
Meeting. If any Member is interested in obtaining a copy thereof
or inspecting the same, such Member may write to the Company
Secretary and the same shall be provided. The full Annual Report
is being sent electronically to all those members who have
registered their email addresses and is also available on the
website of the Company and Stock Exchanges.

ANNUAL REPORT

In compliance with the circulars issued by the Ministry of
Corporate Affairs ("MCA") viz. General Circular No. 10/2022
dated 28^th December, 2022 read with General Circular No.
14/2020 dated 8^th April, 2020, General Circular No. 17/2020
dated 13^th April, 2020, General Circular No. 20/2020 dated
5^th May, 2020, General Circular No. 02/2021 dated 13^th January,
2021, General Circular No. 19/2021 dated 8^th December, 2021
and General Circular No. 21/2021 dated 14^th December, 2021
and Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 5^th
January, 2023 issued by the Securities and Exchange Board of
India, Notice of the AGM along with the Annual Report 2022-23
is being sent only through electronic mode to those Members
whose email addresses are registered with the Company/
Depositories. Members may note that the Notice and Annual
Report 2022-23 will also be available on the Company’s website
www.futureconsumer.in, website of the Stock Exchanges i.e.
BSE Limited and The National Stock Exchange of India Limited
at www.bseindia.com and www.nseindia.com respectively and
on the website of NSDL https://www.evoting.nsdl.com

DISCLOSURE OF AGREEMENTS IN TERMS
OF REGULATION 30A OF SEBI LISTING
REGULATIONS

In terms of provisions of Regulation 30A(2) of SEBI Listing
Regulations, the details of number of agreements that subsist
as on the date of notification of Clause 5A to para A of Part A
of Schedule III (i.e with effect from 15^th July, 2023), their salient
features are provided under Annexure VI which is annexed
to this Report. The aforesaid details are also available on the
website of the Company - https://futureconsumer.in/investors.
aspx#announcements

PARTICULARS OF EMPLOYEE STOCK OPTION
PLAN

Pursuant to the approval of the Shareholders, the Company has
formulated following employee stock option schemes:

a) FVIL Employees Stock Option Plan-2011 ("FVIL ESOP-
2011")

b) Future Consumer Enterprise Limited - Employee Stock
Option Plan 2014 ("FCEL ESOP - 2014")

The aforesaid Employee Stock Option Plans are in compliance
with erstwhile SEBI (Share Based Employee Benefits) Regulations,
2014, as amended from time to time ("SEBI Employee Benefits
Regulations") and there have been no material changes to these
Plans during the financial year under review.

The details of options granted and exercised under FVIL ESOP-
2011 and FCEL ESOP-2014 and other disclosures as required
under SEBI Employee Benefits Regulations, are available on the
website of the Company https://futureconsumer.in/investors.
aspx#statutory-documents and are also provided in Annexure
VII, which is annexed to this Report.

MAINTENANCE OF COST RECORDS

Your Company is not required to maintain cost records as
specified by the Central Government under sub-section (1)
of Section 148 of the Companies Act, 2013 and accordingly
such accounts and records have not been maintained by the
Company.

PARTICULARS OF ENERGY CONSERVATION,
TECHNOLOGY ABSORPTION, EXPENDITURE
ON RESEARCH AND DEVELOPMENT, FOREIGN
EXCHANGE EARNINGS AND OUTGO, ETC.

The Company in its regular course of business is vigilant to
conserve the resources and continuously implements measures
required to save energy.

The Company’s initiative towards Energy and Carbon Policy
sets forth guidelines towards low carbon transformation
through energy efficiency and sourcing energy from alternative
and renewable sources. The Company’s Environment Social
Management Systems ("ESMS") help them in identifying and
assessing environmental risks, preventing and mitigating the
environmental impact caused due to its operations and products.
The Company monitors its environmental performance against
key performance indicators and works towards increasing
manufacturing efficiency, wastage reduction and enhancing
capacity utilization.

The business activities of the Company are not specific to
any technology requirements. In the course of operations,
processes are formed and implemented to achieve operational
efficiencies in the Company and also at its subsidiaries which
assist in maintaining product quality and cost control.

In respect of the manufacturing units of the Company and its

subsidiaries, the brief particulars in respect of various steps

and initiatives taken regarding conservation of energy and

technology absorption are as under:

(A) Conservation of Energy

The energy utilization in each manufacturing unit is
being monitored regularly in order to achieve effective
conservation of energy. The significant energy conservation
measures under taken during the year under review were as
under:

(i) the steps taken or impact on conservation of energy:

a. Facilities at India Food Park are instrumental in saving energy,
each facility took stretched target of 15% optimization
in electrical energy. Each facility implemented TPM, lean
manufacturing to optimize the energy and achieved more
than set target.

b. The overall energy optimized at India Food Park production
in FY21-22 was 0.60 GJ/Ton of production which has
surpassed in FY 22-23 with GJ/ ton of production of 0.52

c. Continued monitoring of compressor shutdown and idling
of freezer rooms resulted in savings of 280 kwh/ day at F&V
facility.

d. Rationalization in capacity utilization of freezer and
movement of man and materials in the freezer room
restricted temperature increase.

e. Installing strip curtains in cold chain doors have arrested the
sudden of loss of cool air due to door opening and closing

f. Effective utilization of steam from boiler by regular
monitoring of briquette consumption to steam generation
and water consumption to steam generation.

g. Auto power factor correction (APFC) resulted in savings of
800 kwh/month.

h. PNG is used as fuel for boiler operation and Oven operations
by most of facilities at India Food Park.

i. Dedicated chimney has been installed for 125 and 250 KVA
DG sets, which will help on effective stack monitoring and
there by result less power diesel consumption.

j. 500KVA DG was used to run WTP plant which was over
capacity hence shuffling of DG was done and smaller
capacity of 125 KVA DG was out in WTP plant to ensure less
emission and consumption of fuel.

k. Decline on per unit rate due to higher EB usage

l. CRS -condensate recovery system has been installed at
F&V boiler and resulted in 10000 KL of water savings.

m. LPG is replaced by PNG at IFPL. All the units are using PNG
as fuel for their utilities

(ii) the steps taken by the Company for utilizing alternate
sources of energy:

India Food Park at Tumkur has installed 3MW solar power
generating units by third party and the company has
been continuously trying to shift the power usage from
renewable energy such as solar panels and to this effect
the share of solar power usage has increased from 30% in
FY 21-22 to 42% in FY 22-23.

(iii) the capital investment on energy conservation equipments:

There was no capital investment on energy conservation
equipment for FY 2022-23 across all the business verticals
of the Company and its subsidiaries.

Conservation of Water

• Water mapping done with mass balance study.

• Water flow meters are installed from source to all the
appropriate locations to monitor the water consumption.

• Digital flow meter is installed at KIADB, IFPL water inlet for
monitor the actual receipt of inlet water.

• Reuse, Recycle, Reduce method used to optimize the water
consumption.

• Rain water harvesting pond of 20L capacity has been
activated that will help harvest rain water during season and
also recharge ground water level. IFPL has plans to reuse
this water in future by filtration in next 2-3 years.

• The Company’s water stewardship policy encourages water
conservation efforts while monitoring, measuring and
reporting progress against key performance indicators and
complying with the local regulations.

• The average water consumption is sustained from previous
year and is averaging at 1.7 KL/ ton .

(B) Technology absorption

Total Productive Maintenance (TPM) - a holistic approach
to implement TPM at our units kicked off 2 years ago and
also in the Centre of Plate ("COP") units. Classroom and
on the job trainings were imparted at Tumkur, Indore,
Nimrani, Hyderabad. The Training methodology covers all
the employees, skilled labours & contract labour. Training
modules on TPM basics, 5S, KAIZEN, Autonomous
maintenance (JH), OEE monitoring and 8 pillar approach
are done by the TPM co-ordinator and then the local team
takes over the cascade training. TPM methodology is
implemented across Company’s manufacturing facilities
and initiated energy saving projects on energy. Resource

efficiency initiatives have been done at IFPL and COP
manufacturing facilities.

At the India Food Park at Tumkur, LPG is replaced by PNG
there by reducing GHG emissions. Various programs are
under taken like environment monitoring, tree planation,
providing storm water drains for new buildings, utilizing
more amount of treated water for landscaping, gardening
there by conserve raw water, implementation of TPM
and lean manufacturing resulted in energy savings, small
initiatives like switching of lights when not use, ACs, using
public transport.

(C) Foreign exchange earnings and outgo

The details in respect of Foreign Exchange earnings/ outgo
for the year under review, is provided below:

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo:

Nature of transaction	Amount ('' In Lakhs)
Sitting Fees	1.50
Legal & Professional Fees	11.05
Purchases	35.11
Total	42.10

GENERAL

1. The Company has neither issued any equity shares with
differential rights as to dividend, voting or otherwise nor
sweat equity shares and hence no disclosure is required to
be made in respect of the same.

2. During the year under review, the Managing Director and
Executive Director have not received any commission from
the Company nor any remuneration in the form of salary/
perquisites from any of its subsidiary companies.

3. There are no significant / material orders passed by the
regulators/courts/tribunals during the year under review
which would otherwise impact the going concern status of
your Company and its future operations.

4. The Company has complied with the provisions regarding
the constitution of the Internal Complaints Committee
("ICC") in terms of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 and Rules thereto. During the year under review,
there were no reported instances of cases filed pursuant
to Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

5. The Company has complied with Secretarial Standards
issued by the Institute of Company Secretaries of India and
notified by the Ministry of Corporate Affairs.

6. There is proceeding pending under the Insolvency and
Bankruptcy Code, 2016. An interlocutory application
was filed by Mr. Vijaykumar V Iyer, Resolution Professional
of Future Retail Limited ("RP") against the Company,
before Hon’ble National Company Law Tribunal, Mumbai
Bench ("NCLT"), under the provisions of Insolvency and
Bankruptcy Code, 2016 ("Code") in the matter relating
to Corporate Insolvency Resolution Process initiated by
Bank of India (the "Financial Creditor" therein) against
Future Retail Limited ("FRL" / "Debtor" therein). In the said
interlocutory application filed, the RP has prayed to NCLT
to declare payments made by FRL to the Company to the
tune of '' 839.18 Crore, during the financial years 2020-21
and 2021-22 to be preferential in nature and has sought
directions from NCLT for Company to refund the alleged
preferential payments to FRL in accordance with Section
44 of the Code. The application is presently pending before
NCLT.

7. The Company has not availed any fresh loan from the Banks
or Financial Institutions during the financial year 2022-23
and therefore there is no disclosure relating to difference
between amount of the valuation done at the time of one
time settlement and the valuation done while taking loan
from the Banks or Financial Institutions.

8. During the year under review, the Company has been
unable to service its obligations towards payment of
amount of principal and interest due towards unlisted Non¬
Convertible Debentures issued by the Company to CDC
Emerging Markets Limited. The amount due was partly
paid-off during the current fiscal and presently an principal
amount of '' 158.82 Crore and accrued interest of '' 33.03
Crore is outstanding to be paid by the Company.

9. There were no events relating to non-exercising of voting
rights since there were no shares purchased directly by
employees under a scheme pursuant to Section 67(3) of
the Companies Act,2013 read with Rule 16(4) of Companies
(Share Capital and Debentures) Rules, 2014.

a. in the preparation of the annual accounts for the financial
year ended 31^st March, 2023, the applicable accounting
standards have been followed along with proper explanation
relating to material departures, if any;

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 as
at 31^st March, 2023 and of the profit or 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 the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts for the
financial year ended 31^st March, 2023, on a going concern
basis;

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

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

ACKNOWLEDGEMENT

Your Directors would like to thank and place on record their
appreciation for the support and co-operation provided to
your Company by its Shareholders, Future Group entities and in
particular, regulatory authorities and its bankers. Your Directors
would also like to place on record their appreciation for the
efforts put in by employees of the Company during the year
under review.

On behalf of the Board of Directors

Birendra Kumar Agrawal
Chairman

Date: 14^th August, 2023

---

Mar 31, 2018

Dear Shareholders,

The Directors are pleased to present the 22^nd Annual Report and the Audited Accounts of the Company for the year ended 31^st March, 2018.

FINANCIAL HIGHLIGHTS

The summarized financial performance (Standalone and Consolidated) of the Company:

(Rs. in Lakhs)

	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Total Income	247,812.43	167,943.97	303,754.50	214,088.17
Profit/( Loss) before Tax & Exceptional Items	3,262.37	795.25	(1,151.77)	(4,274.38)
Less : Exceptional Items	-	-	-	-
Profit/( Loss) before Tax	3,262.37	795.25	(1,151.77)	(4,274.38)
Profit/( Loss) after Tax	3,234.68	777.67	(3,064.35)	(6,543.53)
Profit/( Loss) Attributable to owners of the company	NA	NA	(2598.42)	(6100.55)

BUSINESS OPERATIONS

Your Company continues to strengthen its position as an integrated Food and HPC Company by focusing on key strategic thrusts on scaling up core brands, launch of new brands and products across various categories, premuimisation of the portfolio and deep market penetration. During the year under review, your Company has expanded its foot print across Food, Beverages and Home and Personal Care category.

During the year under review, your Company has recorded total income of Rs.2,478.12 Crore and EBIDTA profit of Rs.69.31 Crore as against total income of Rs.1,679.44 Crore and EBIDTA profit of Rs.31.68 Crore in the previous financial year. The Company has issued Secured Non-Convertible Debentures aggregating to Rs.150 Crore to CDC Group PLC, UK’s Development Finance Institution, primarily to finance capex, long-term working capital and support the growth of the business of the Company. Your Company has also issued Secured Non-Convertible Debentures to A K Capital Finance Limited for an amount of Rs.35 Crore and to A K Capital Services Limited for an amount of Rs.15 Crore aggregating to Rs.50 Crore, during the financial year ended 31^st March, 2018.

In order to give true and fair view in the books of accounts of the Company, it is proposed, subject to obtaining of necessary consents and approvals, to utilize an amount of Rs.2,86,90,40,797/- out of the amount of Rs.3,14,27,82,392/standing to the credit of the Securities Premium Account of the Company as on 31^st December, 2017 by writing off the Accumulated Losses amounting to Rs.2,86,90,40,797/-. The Notice convening forthcoming Annual General Meeting includes the proposal for the said Scheme for Capital Reduction.

In view of inadequate profits during the financial year 2017-18, no appropriation is proposed to be made towards Reserves.

Save and except those mentioned in this Report, there were no material changes and commitments affecting the financial position of the Company between the end of financial year under review and the date of this Report.

FUTURE OUTLOOK

India has emerged as the fastest growing economy in the world and is expected to be one of the top three economic powers of the world over the next 10-15 years. India’s Food & Home and Personal Care (“HPC”) industry is pegged at ~$300 billion in 2017 and is expected to grow at a CAGR of 11% to ~$500 billion over the next five years with organized segment growing at a CAGR of 20% over the same period. The Food & Beverages sector contributes over ~92% of the overall market. The staples and pulses segment is highly unbranded, creating a huge opportunity. Indian consumption sector is largely divided into urban and rural markets, attracting companies from across the World. The rise in income along with the rise in growing youth population and rural consumption is expected to drive growth. The low current penetration in rural markets offers an attractive opportunity for growth to major food and HPC companies.

Growing awareness, easier access, and changing lifestyles are the key growth drivers for the consumer market. The focus on agriculture, MSMEs, education, healthcare, infrastructure and employment under the Union Budget 2018-19 is expected to directly impact the FMCG sector. These initiatives are expected to increase the disposable income in the hands of the common people, especially in the rural area, which will be beneficial for the sector as well as your Company.

UNCLAIMED SHARES

In terms of the provisions of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulations”) details about unclaimed shares in suspense account as on 31^st March, 2018 are as under:

Description	No. of Shareholders	No. of Shares
Aggregate number of shareholders and outstanding shares in the suspense account as on 1st April, 2017	2	18,600
Aggregate number of shareholders who approached the Company for transfer from suspense account upto 31st March, 2018	-	-
Number of shareholders to whom shares were transferred from suspense account upto 31st March, 2018	-	-
Aggregate number of shareholders and outstanding shares in the suspense account as on 31st March, 2018	2	18,600

The Company has opened separate suspense accounts with National Securities Depository Limited and Central Depository Services (India) Limited and has credited the said unclaimed shares to these suspense accounts. The voting rights in respect of shares maintained under the suspense account shall remain frozen till the rightful owner makes any claim over such shares.

During the year under review, 600 shares of Future Lifestyle Fashions Limited (“FLFL”) arising out of 18,600 unclaimed shares, have been transferred to ‘Future Lifestyle Fashions Ltd Unclaimed Suspense Account’. The shares held under the said account shall be transferred by FLFL as and when the rightful owner makes any claim over such shares.

DIVIDEND

Your Directors have not recommended any dividend on equity shares in respect of the financial year 2017-18, in view of conserving the funds for envisaged bussiness requirements.

In terms of the provisions of Regulation 43A of SEBI Listing Regulations, the Company has adopted a Dividend Distribution Policy. The Dividend Distribution Policy is annexed to this Report as Annexure I and is also available on the website of the Company - http://futureconsumer.in/Investors. aspx#policies.html.

INCREASE IN SHARE CAPITAL

During the year under review, your Company:

a) has issued and allotted in aggregate 49,42,983 equity shares of the Company to eligible employees on exercise of options granted under Employees Stock Option Scheme(s) formulated by the Company;

b) has issued and allotted 2,94,76,462 equity shares to Srishti Mall Management Company Private Limited (“Srishti”) upon conversion of 6,700 warrants issued to Srishti at a conversion price of Rs.22.73 per equity share;

c) has issued and allotted 14,96,56,999 equity shares to Black River Food 2 Pte. Ltd upon conversion of 29,985 Compulsorily Convertible Debentures and unpaid coupons thereon;

d) has issued and allotted 6,68,64,981 equity shares to International Finance Corporation upon conversion of 13,400 Compulsorily Convertible Debentures and unpaid coupons thereon;

Consequent to the aforesaid, the issued, subscribed and paid-up capital of the Company increased from 1,66,24,92,238 equity shares of Rs.6/- each to 1,91,34,33,663 equity shares of Rs.6/- each.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As at 31^st March, 2018, your Company had following Subsidiary and Joint Venture companies :

Sr. No.	Name of the company	Category
1.	Aadhaar Wholesale Trading and Distribution Limited	Subsidiary
2.	Aussee Oats India Private Limited	Subsidiary
3.	Aussee Oats Milling (Private) Limited	Subsidiary
4.	Amar Chitra Katha Private Limited (“ACKPL”)	Subsidiary
5.	ACK Media Direct Limited	Subsidiary of ACKPL
6.	IBH Books & Magazines Distributors Limited	Subsidiary of ACKPL
7.	Ideas Box Entertainment Limited	Subsidiary of ACKPL
8.	Bloom Foods and Beverages Private Limited (formerly known as Bloom Fruit and Vegetables Private Limited)	Subsidiary
9.	Future Food and Products Limited	Subsidiary
10.	Future Consumer Products Limited	Subsidiary
11.	FCEL Food Processors Limited	Subsidiary
12.	Future Food Processing Private Limited	Subsidiary
13.	FCEL Overseas FZCO	Subsidiary
14.	Integrated Food Park Private Limited	Subsidiary
15.	MNS Foods Private Limited	Subsidiary
16.	The Nilgiri Dairy Farm Private Limited (“NDFPL”)	Subsidiary
17.	Appu Nutritions Private Limited	Subsidiary of NDFPL
18.	Nilgiris Franchise Private Limited	Subsidiary of NDFPL
19.	Nilgiri’s Mechanised Bakery Private Limited	Subsidiary of NDFPL
20.	Sublime Foods Private Limited (“Sublime”)	Subsidiary

21.	Avante Snack Foods Private Limited	Subsidiary of Sublime
22.	Genoa Rice Mills Private Limited	Joint Venture
23.	Mibelle Future Consumer Products A.G.	Joint Venture
24.	Hain Future Natural Products Private Limited	Joint Venture (With effect from 20th June, 2017)

Star and Sitara Wellness Limited and Express Retail Services Private Limited have ceased to be subsidiary of the Company with effect from 31^st March, 2018.

After the financial year ended 31^st March, 2018:

a) Your Company has acquired 75,40,000 equity shares of Integrated Food Park Private Limited (“IFPPL”) from Capital Foods Private Limited. Consequent to the said acquisition of equity shares, your Company now holds 99.93% of the paid-up share capital of IFPPL.

b) Consequent to allotment of shares to the Company constituting 50% of the paid-up share capital of Affluence Food Processors Private Limited, it has become the joint venture of the Company with effect from 2^nd April, 2018.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of Subsidiaries, Associates and Joint Venture companies in Form AOC-1 is attached separately to this Annual Report.

The performance, financial position and contribution of each of the Subsidiaries, Associates and Joint Venture companies to the performance of the Company, is provided under Management Discussion and Analysis Report, which is presented separately and forms part of this Report.

The policy for determining material subsidiaries as approved by the Board of Directors of the Company is made available on the website of the Company - http://futureconsumer.in/ Investors.aspx#policies.html.

In accordance to the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein standalone and the consolidated financial statements of the Company and the audited financial statements of each of the subsidiary companies have been placed on the website of the Company -www.futureconsumer.in.

The audited financial statements in respect of each subsidiary company shall also be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of ensuing Annual General Meeting. The aforesaid documents relating to subsidiary companies can be made available to any Member interested in obtaining the same upon a request in that regards made to the Company.

FINANCIAL STATEMENTS

Pursuant to the Companies (Indian Accounting Standards) Rules, 2015 (“IND AS”) notified by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards with effect from 1^st April, 2016. Accordingly, the Standalone and Consolidated Financial Statements of the Company and its subsidiaries, for the year ended 31^st March, 2018 and 31^st March, 2017 have been prepared in accordance with IND AS.

The audited Consolidated Financial Statements prepared in accordance with IND AS are provided in this Annual Report.

PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans granted, guarantees provided and investments made by the Company under the provisions of Section 186 of the Companies Act, 2013, are provided in the Notes to Standalone Financial Statements of the Company, forming part of this Report.

RELATED PARTY TRANSACTIONS

The Policy on materiality of related party transactions and dealing with related party transactions (“RPT Policy”) as approved by the Board is available on the website of the Company -http://futureconsumer.in/Investors.aspx#policies.html.

All transactions with related parties are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for transactions with related parties which are repetitive in nature.

All transactions entered into with related parties during the financial year under review were in the ordinary course of business and on an arm’s length basis. During the year under review, the Company has not entered into any material related party transactions, as defined under the RPT Policy of the Company. Accordingly, the disclosure in respect of contracts or arrangements with related parties, as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

INTERNAL FINANCIAL CONTROLS

Your Company has established adequate systems and procedures for Internal Financial Controls with reference to the Financial Statements. The Company’s internal financial control framework is commensurate with the size and nature of business operations of the Company. The Company’s internal control systems are regularly assessed taking into consideration the requirements prescribed under the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India.

Based on the assessment carried out by the Company, the internal financial controls were adequate and effective and no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed, during the financial year ended 31^st March, 2018.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of provisions of the Companies Act, 2013, Mr. K K Rathi and Mr. Frederic de Mevius are liable to retire from the Board of the Company by rotation at the forthcoming Annual General Meeting (“AGM”) and being eligible, have offered themselves for re-appointment.

Further, the Board of Directors of the Company (“Board”) had, on the recommendation of the Nomination and Remuneration / Compensation Committee (“Committee”), subject to approval of the Shareholders of the Company and such other consents and approvals that may be required, appointed Ms. Ashni Biyani as the Managing Director of the Company for a period of three years to come into effect from 22^nd May, 2018 and payment of remuneration as determined by the Board and in accordance with the policy of the Company. Prior thereto, she has been a Whole Time Director of the Company since 15^th November, 2014.

Further, in terms of newly inserted Regulation 17(1A) vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, which comes into effect from 1^st April, 2019, consent of the shareholders by way of special resolution shall be required for continuation of a non-executive director who has attained the age of seventy-five years. Mr. G. N. Bajpai, Chairman, Independent and Non-Executive Director of the Company, has attained the prescribed age limit. Accordingly, the Board had at their meeting held on 22^nd May, 2018, on the recommendation of the Committee, has recommended for the approval of the Shareholders, for continuation of the tenure of Mr. G.N. Bajpai as the Non-Executive Director on the Board of Directors of the Company, till the completion of his present term of appointment as an Independent Director.

The Notice convening forthcoming Annual General Meeting includes the proposal for appointment / re-appointment and continuation of term of the aforesaid respective Directors. A brief resume of the Directors seeking appointment/ re-appointment and continuation of term at the forthcoming AGM and other details as required to be disclosed in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings (SS-2) forms part of the Notice calling the AGM.

As on 31^st March, 2018, none of the Directors are disqualified for appointment / re-appointment under Section 164 of the Companies Act, 2013. Ms. Ashni Biyani is related to Mr. Kishore Biyani, being daughter of Mr. Kishore Biyani.

The Company has received individual declarations from following Independent Director(s) of the Company stating that they meet the criteria of independence as provided under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations:

a) Mr. G N Bajpai

b) Ms. Vibha Rishi

c) Mr. Adhiraj Harish

During the year under review, Mr. Devendra Chawla has ceased to be the Chief Executive Officer of the Company with effect from 31^st July, 2017. Mr. Manoj Saraf has resigned as the Chief Financial Officer of the Company with effect from 26^th May, 2017 and Mr. Ravin Mody has been appointed as the Chief Financial Officer with effect from 27^th May, 2017. The Board of Directors wish to place on record their appreciation for the contributions made by Mr. Devendra Chawla and Mr. Manoj Saraf during their respective tenure of employment with the Company.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors met 5 (five) times during the financial year 2017-18. The details of composition of the Board and its Committees, their meetings held during the year under review and the attendance of the Directors / Committee Members at the respective meetings are provided in the Corporate Governance Report which forms part of this Annual Report.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board. The Board evaluates the recommendations made by Audit Committee and seeks further information as they may require. There were no instances where the Board has not accepted any recommendation of Audit Committee.

PERFORMANCE EVALUATION OF BOARD

A formal evaluation of performance of the Board, its Committees, the Chairman and that of the individual Directors was carried out for the financial year 2017-18. The evaluation process was done through questionnaire which was structured in accordance to the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India.

The evaluation of Individual Directors was done taking into consideration the role played by each Director as a member at the respective meetings, in pursuit of the purpose and goals, participation at the meetings, independent views and judgement, initiative, ownership of value building.

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, information shared and participation of members. In respect of evaluation for performance of the Board, the parameters inter alia comprised of key areas such as Board composition, competency of Directors, diversity, frequency of Board and Committee meetings, information sharing and disclosures made to the Board and its Committees. The responses received on evaluation of the Board and its Committees and that of the individual Directors were shared with the Chairman.

The overall performance evaluation process for functioning of Board and its Committees was based on discussions amongst the Board Members, Committee Members and responses shared by each Member. The Board found that there was considerable value and richness in the discussions and deliberations. Based on the outcome of the evaluation, the Board and Committees have agreed for possible continuous improvisation to ensure better effectiveness and functioning of the Board and Committees.

CORPORATE GOVERNANCE

A report on Corporate Governance together with Auditors’ Certificate as required under Regulation 34 of SEBI Listing Regulations forms part of this Annual Report.

management discussion and analysis report

The Management Discussion and Analysis Report as required under Regulation 34 of SEBI Listing Regulations is presented separately and forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

A report in terms of Regulation 34 of the SEBI Listing Regulations, on the business responsibility initiatives taken by the Company is presented separately and forms part of this Annual Report.

VIGIL MECHANISM/ WHISTLE BLOWER Policy

The Company has established a vigil mechanism to provide a framework for promoting responsible and secure whistle blowing and to provide a channel to the employee(s), Directors and other stakeholders to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or policy/ies of the Company, as adopted / framed from time to time. The details of said vigil mechanism is given in Corporate Governance Report, which forms part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178 of the Companies Act, 2013, the Company has framed a Nomination and Remuneration Policy for appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management (the “Policy”).

The purpose of this Policy is to establish and govern the procedure as applicable inter alia in respect to the following:

a) To evaluate the performance of the members of the Board.

b) To ensure remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and longterm performance objectives appropriate to the working of the Company and its goals.

c) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

The Policy is available on the website of the Company -http://futureconsumer.in/Investors.aspx#policies.html and is annexed to this Report as Annexure II.

CORPORATE RESPONSIBILITY STATEMENT

The Company has constituted a Corporate Social Responsibility Committee (“CSR Committee”) in accordance with Section 135 of the Companies Act, 2013. The Board of Directors of the Company have based on recommendations made by the CSR Committee formulated and approved Corporate Social Responsibility Policy for the Company.

The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is made in prescribed form which is annexed to this Report as Annexure III.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Your Company continues to focus on a system- based approach to business risk management. Your Company has formulated ‘Enterprise Risk Management (ERM) Policy inter alia for identifying and taking opportunities to improve performance of the Company, ensuring effective risk assessment framework and manage risks alongwith internal control systems that are commensurate with the nature and size of its business. Your

Company has constituted Risk Management Committee and meeting of Risk Management Committee is held once in every six months. All the critical risks along with current mitigation plans as identified are presented to the Risk Management Committee in order to ensure that all the critical risks are covered and suitable mitigation plans are in place and controls are operating effectively. The Audit Committee has additional oversight in the area of financial risk and controls.

The internal control systems are regularly tested by Statutory as well as Internal Auditors. Any significant audit observation is discussed and follow up actions, as may be required, are reported to the Committees.

AUDITORS AND AUDITORS’ REPORT

M/s. S R B C & Co. LLP, Chartered Accountants, have been appointed as the Statutory Auditors of the Company for a period of five years at the 21^st Annual General Meeting of the Company held on 29^th August, 2017. In terms of the provisions of Companies Act, 2013 and amendments thereto, the provision for ratification of appointment of Statutory Auditors by the Members at every Annual General Meeting have been omitted. In view of the same, the matter for ratification of appointment of Statutory Auditors of the Company, has not been included in the notice calling the forthcoming AGM.

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments and explanations. The Auditors’ Report does not contain any qualification, reservation or adverse remark. No instances of fraud have been reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Company has appointed M/s. Sanjay Dholakia & Associates, Company Secretaries to conduct Secretarial Audit of the Company for the financial year 2017-18 in terms of the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report is annexed to this Report as Annexure IV. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PUBLIC DEPOSITS

Your Company has not been accepting any deposits from the public and hence there are no unpaid / unclaimed deposits nor is there any default in repayment thereof.

extract of annual return

In terms of provisions of Section 92(3) of the Companies Act, 2013, an extract of Annual Return in prescribed format is annexed to this Report as Annexure V.

PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided under Annexure VI, which is annexed to this Report.

In terms of the provisions of first proviso to Section 136(1) of the Companies Act, 2013 information pursuant to 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, is excluded from the Annual Report being sent to the Members of the Company and is available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the forthcoming Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary and the same shall be provided.

The full Annual Report including aforesaid information is being sent electronically to all those Members who have registered their email addresses and is also available on the website of the Company.

PARTICULARS OF employee STOCK OPTION PLAN

Pursuant to the approval of the Shareholders, the Company has formulated following employee stock option schemes:

a. FVIL Employees Stock Option Plan-2011 (“FVIL ESOP-2011”)

b. Future Consumer Enterprise Limited - Employee Stock Option Plan 2014 (“FCEL ESOP - 2014”)

The aforesaid Employee Stock Option Plans are in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time (“SEBI Employee Benefits Regulations”) and there have been no material changes to these Plans during the financial year under review.

The details of options granted and exercised under FVIL ESOP-2011 and FCEL ESOP-2014 and other disclosures as required under SEBI Employee Benefits Regulations, are available on the website of the Company - http://futureconsumer.in/ statutory-documents.html and are also provided in Annexure VII, which is annexed to this Report.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, ExPENDITURE ON RESEARCH AND DEVELOPMENT, FOREIGN ExCHANGE EARNINGS AND OUTGO, ETC.

The Company in its regular course of business is vigilant to conserve the resources and continuously implements measures required to save energy.

The business activities of the Company are not specific to any technology requirements. In the course of operations, processes are formed and implemented to achieve operational efficiencies in the Company and also at its subsidiaries which assist in maintaining product quality and cost control.

In respect of the manufacturing units of the Company and its subsidiaries, the brief particulars in respect of various steps and initiatives taken regarding conservation of energy and technology absorption are as under:

A) Conservation of Energy

The energy utilization in each manufacturing unit is being monitored regularly in order to achieve effective conservation of energy. The significant energy conservation measures during the year under review were as under:

(i) the steps taken or impact on conservation of energy;

a. All normal lights at manufacturing units have been replaced with LED lights.

b. Centralised controls for coolers and shop lighting.

c. Used VFD in process machines in F& V Unit.

(ii) the steps taken by the company for utilising alternate sources of energy;

a. India Food Park at Tumkur has installed 3MW solar power generating units by third party which is operational now and is being used across manufacturing units at India Food Park.

(iii) the capital investment on energy conservation equipments;

The investment in installing LED lights in the manufacturing units is approximately Rs.10 lakhs.

(B) Technology absorption

In the India Food Park at Tumkur, surface aeration system has been changed to diffused aeration system and Migrated to renewable energy source over conventional energy sources. These changes will bring in process improvement, cost reduction & GHG reduction. The aforesaid initiatives have resulted in economies in costs.

The details in respect of Foreign Exchange earnings/ outgo for the year under review, is provided below:

Foreign Exchange Earnings: Nil

GENERAL

1) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

2) The Whole Time Director(s) have not received any commission from the Company nor any remuneration in the form of salary/perquisites from any of its subsidiary companies.

3) There are no significant / material orders passed by the regulators/courts/tribunals during the year under review which would otherwise impact the going concern status of your Company and its future operations.

4) During the year under review, there were no reported instances of cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

5) The Company has complied with all the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 as at 31^st March, 2018 and of the profit or 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts for the financial year ended 31^st March, 2018, on a going concern basis;

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

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

ACKNOWLEDGEMENT

Your Directors would like to thank and place on record their appreciation for the support and co-operation provided to your Company by its Shareholders, Future Group entities, and in particular, regulatory authorities and its bankers. Your Directors would also like to place on record their appreciation for the efforts put in by employees of the Company during the year.

On behalf of the Board of Directors

G. N. Bajpai

Chairman

Date: 22^nd May, 2018

Place: Mumbai

---

Mar 31, 2017

Dear Shareholders,

Your Directors have pleasure in presenting the 21^st Annual Report and the Audited Accounts of Future Consumer Limited (formerly known as Future Consumer Enterprise Limited) ["Company”], for the year ended 31^st March, 2017.

FINANCIAL HIGHLIGHTS

The summarized financial performance (Standalone and Consolidated) of the Company for 2016-17 and 2015-16 is given below:

(Rs, in Lakhs)

	Standalone		Consolidated
	2016 - 17	2015 - 16	2016 - 17	2015 - 16
Total Income	1,67,943.97	1,36,647.85	2,14,088.17	1,72,939.82
Profit / (Loss) before Tax & Exceptional Items	795.25	(5,876.11)	(4,274.38)	(8,766.79)
Less: Exceptional Items	-	-	-	-
Profit / (Loss) before Tax	795.25	(5,876.11)	(4,274.38)	(8,766.79)
Profit / (Loss) After Tax	777.67	(5,849.41)	(4,363.32)	(8,746.26)
Profit / (Loss) After Share of Associates and Minority Interest	NA	NA	(6,100.55)	(10,768.22)

BUSINESS OPERATIONS

During the year under review, your Company has exhibited robust growth, especially under the backdrop of relatively weak growth exhibited by other industry peers. Your Company offers products across categories, such as basic foods, ready to eat meals, snacks, frozen and processed food products, beverages, personal care and home care under its strong own portfolio of brands. Your Company continues to focus on food and FMCG business and for developing its portfolio of brands under this category has entered into joint venture arrangements with leading market players locally as well as globally. During the year under review, your Company has entered into joint venture with a local unit of US organic food company Hain Celestial Group Inc. to introduce products under health and wellness category. Your Company has also launched a personal care brand “Swiss Tempelle” by entering into a joint venture arrangement with Mibelle A.G., a division of Migros Group, Switzerland. Our oats business under brand “Kosh” continues to redefine the way oats is consumed by the consumers bringing it to the Centre of Plate.

The Company also joined hands and has entered into joint venture arrangement with LT Foods Limited, a leading company in India undertaking the business of rice. The Company has through a joint venture entity set up a Rice Mill at India Food Park at Tumkur, Karnataka for manufacturing, marketing and distribution of Sona Masoori, a regional South Indian rice.

During the last fiscal 2015-16, your Company had acquired the business of wet wipes and hand sanitizer wipes from Grasim Industries Limited which are primarily marketed under the brand name “Kara”. The business has shaped up well during the year under review and your Company has also extended the brand with the launch of nail polish wipes.

Your Company has also taken significant steps to expand its distribution network both within and outside the Future Group. The product launches are extremely well supported by focused marketing initiatives and enhancement of our sourcing and manufacturing abilities.

Your Company has recorded total income of Rs, 1,679.44 Crore and EBIDTA profit of Rs, 31.68 Crore for the financial year under review as against total income of Rs, 1,366.48 Crore and EBIDTA loss of Rs, 5.08 Crore in the previous financial year.

In view of inadequate profits during the financial year 2016-17, no appropriation is proposed to be made towards Reserves.

Save and except those mentioned in this Report, there were no material changes and commitments affecting the financial position of the Company between the end of financial year under review and the date of this Report.

FUTURE OUTLOOK

Indian Economy is in a good shape and is expected to grow handsomely between ~7% to 8% over coming years, making it one of the fastest growing major economies in the world. Inflation is largely expected to remain within comfortable range owing to favorable monsoon and structural initiatives by Government. Timely implementation of various Government reforms such as GST, long term positive impact of demonetization, digitalization are expected to boost the economic growth.

India continues to benefit from the growing domestic demand from the young population, whose consumption is driving the expansion of the middle class. By 2025, India is expected to become the third largest consuming class Country. Even a conservative 6% to 7% GDP growth is expected to lead to consumption expenditure rising to $4 trillion by 2025. In nominal terms, India’s consumption expenditure is estimated to grow at ~12% which is more than double the global growth rate of 5%. The growth is largely driven by rising prosperity, nuclear families and rapid urbanization witnessed in the Country. Nuclear families have been increasing in the Country over past few years. The proportion of nuclear families is expected to increase from 70% at present to 74% by 2025. Typically, nuclear families spend 20% to 30% more on per capita basis than joint families [Source: BCG publication (March 2017)]. India’s urbanization is also estimated to spread across the Country rather than being concentrated in certain areas. This may lead to creation of consumption centre’s throughout the Country.

The Indian branded FMCG sector, is pegged at about $65 billion [Source: CII-BCG white paper (December 2015)] and has been growing at a robust pace. It is estimated that the sector will continue to grow by 13 - 14% in the next 5 - 10 years and is likely to become a $220-240 billion industry by 2025.

UNCLAIMED SHARES

In terms of the provisions of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Listing Regulations”) details about unclaimed shares in suspense account as on 31^st March, 2017 are as under:

Description	No. of Shareholders	No. of Shares
Aggregate number of shareholders and outstanding shares in the suspense account as on 1st April, 2016	3	21,600
Aggregate number of shareholders who approached the Company for transfer from suspense account upto 31st March, 2017	1	3,000
Number of shareholders to whom shares were transferred from suspense account upto 31st March, 2017	1	3,000
Aggregate number of shareholders and outstanding shares in the suspense account as on 31st March, 2017	2	18,600

The Company has opened separate suspense accounts with National Securities Depository Limited and Central Depository Services (India) Limited and has credited the said unclaimed shares to these suspense accounts.

The voting rights in respect of shares maintained under the suspense account shall remain frozen till the rightful owner makes any claim over such shares.

Pursuant to the Composite Scheme of Arrangement and Amalgamation, 1 equity share of Future Lifestyle Fashions Limited ("FLFL”) has been allotted to shareholders of Future Consumer Limited, for every 31 shares held by them. Accordingly, 600 shares of FLFL, arising out of 18,600 unclaimed shares, are also lying in these suspense accounts, as on 31^st March, 2017.

DIVIDEND

To conserve the funds for future business growth, your Directors have not recommended any dividend on equity shares in respect of the financial year 2016-17.

In terms of the provisions of Regulation 43A of SEBI Listing Regulations, the Company has adopted a Dividend Distribution Policy. The Dividend Distribution Policy is annexed to this Report as Annexure I and is also available on the website of the Company - http://futureconsumer.in/policies-and-code.html.

INCREASE IN SHARE CAPITAL

During the year under review, your Company has issued and allotted 50,50,000 equity shares of the Company to eligible employees on exercise of options granted under FVIL Employees Stock Option Scheme - 2011. The Company has also issued 100 equity shares each to Black River Food 2 Pte. Ltd. and International Finance Corporation, in terms of the preferential allotment(s) made by the Company.

Consequent to the aforesaid, the issued, subscribed and paid-up capital of the Company increased from 1,65,74,42,038 equity shares of Rs, 6/- each to 1,66,24,92,238 equity shares of Rs, 6/- each.

ISSUE OF CONVERTIBLE SECURITIES

During the year under review, your Company has issued and allotted 29,985 and 13,400 Compulsorily Convertible Debentures ("CCDs”) having face value of Rs, 1,00,000/each to Black River Food 2 Pte. Ltd. and International Finance Corporation (Individually referred as "Investor” and collectively as "Investors”) respectively, on preferential allotment basis. The CCDs carry a coupon of 8.50% p.a. compounded on a quarterly basis. The CCDs shall automatically and compulsorily be converted into equity shares at a conversion price of Rs, 22.73 per equity share on the earlier of occurrence of following events - a) Investors electing to convert the CCDs into equity shares and b) the date that is 18 months from the date of issue of CCDs. The Investors are also entitled to such number of equity shares, equivalent to the amount of coupons remaining unpaid, if any, at a conversion price of Rs, 22.73 for each equity share.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As at 31^st March, 2017, your Company had following Subsidiaries / Joint Ventures / Associate Companies:

Sr. No.	Name of the company	Category
1.	Future Food and Products Limited	Subsidiary
2.	Future Consumer Products Limited	Subsidiary
3.	Aadhaar Wholesale Trading and Distribution Limited	Subsidiary
4.	Amar Chitra Katha Private Limited (“ACKPL”)	Subsidiary
5.	ACK Media Direct Limited	Subsidiary of ACKPL
6.	IBH Books & Magazines Distributors Limited	Subsidiary of ACKPL
7.	Ideas Box Entertainment Limited	Subsidiary of ACKPL
8.	FCEL Food Processors Limited	Subsidiary (With effect from 27th April, 2016)
9.	Star and Sitara Wellness Limited	Subsidiary
10.	Express Retail Services Private Limited	Subsidiary
11.	Future Food Processing Private Limited	Subsidiary
1 2.	The Nilgiri Dairy Farm Private Limited (“NDFPL”)	Subsidiary
13.	Appu Nutritions Private Limited	Subsidiary of NDFPL
14.	Nilgiris Franchise Private Limited	Subsidiary of NDFPL
15.	Nilgiri’s Mechanised Bakery Private Limited	Subsidiary of NDFPL
16.	Integrated Food Park Private Limited	Subsidiary
17.	Sublime Foods Private Limited ("Sublime")	Subsidiary
18.	Avante Snack Foods Private Limited	Subsidiary of Sublime (With effect from 1st September, 2016)
19.	Bloom Fruit and Vegetables Private Limited	Subsidiary
20.	Aussee Oats India Private Limited	Subsidiary
21.	MNS Foods Private Limited	Subsidiary
22.	Aussee Oats Milling (Private) Limited	Subsidiary
23.	FCEL Overseas FZCO	Subsidiary
24.	Genoa Rice Mills Private Limited	Joint Venture (With effect from 25th January, 2017)
25.	Mibelle Future Consumer Products A.G.	Joint Venture

During the year under review,

a) Genoa Rice Mills Private Limited ("Genoa”) became a subsidiary of the Company. Consequent to issue of shares to LT Foods Limited, joint venture partner, Genoa has become a joint venture of the Company with effect from 25^th January, 2017.

b) Consequent to preferential allotment made by Sarjena Foods Private Limited ("Sarjena”) to its promoters, the shareholding of the Company in Sarjena has reduced from 21.26% to 19.59%. Accordingly, in terms of the provisions of the Companies Act, 2013, Sarjena has ceased to be an associate of the Company with effect from 3^rd January, 2017.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of Subsidiaries, Associates and Joint Venture companies in Form AOC-1 is attached separately to this Annual Report.

The performance, financial position and contribution of each of the Subsidiaries, Associates and Joint Venture companies to the performance of the Company, is provided under Management Discussion and Analysis Report, which is presented separately and forms part of this Report.

The policy for determining material subsidiaries as approved by the Board of Directors of the Company is made available on the website of the Company - http://futureconsumer.in/ policies-and-code.html.

In accordance to the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein standalone and the consolidated financial statements of the Company and the audited financial statements of each of the subsidiary companies have been placed on the website of the Company -www.futureconsumer.in.

The audited financial statements in respect of each subsidiary company shall also be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of ensuing Annual General Meeting. The aforesaid documents relating to subsidiary companies can be made available to any Member interested in obtaining the same upon a request in that regards made to the Company.

FINANCIAL STATEMENTS

Pursuant to the Companies (Indian Accounting Standards) Rules, 2015 ("IND AS”) notified by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards with effect from 1^st April, 2016.

Accordingly, the Standalone and Consolidated Financial Statements of the Company and its subsidiaries, for the year ended 31^st March, 2017 and 31^st March, 2016 (including transition date balance sheet as at 1^st April, 2015) have been prepared in accordance with IND AS.

The reconciliation of transition from Indian GAAP to IND AS has been provided in Note No. 50 under Notes forming part of the Standalone Financial Statements.

The audited Consolidated Financial Statements prepared in accordance with IND AS are provided in this Annual Report.

PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans granted, guarantees provided and investments made by the Company under the provisions of Section 186 of the Companies Act, 2013, are provided in the Notes to Standalone Financial Statements of the Company.

RELATED PARTY TRANSACTIONS

All transactions with related parties are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for transactions with related parties which are repetitive in nature.

The policy on materiality of related party transactions and dealing with related party transactions ("RPT Policy”) as approved by the Board is available on the website of the Company - http://futureconsumer.in/policies-and-code.html.

All transactions entered into with related parties during the financial year under review were in the ordinary course of business and on arm’s length basis. During the year under review, the Company has not entered into any material related party transactions, as defined under the RPT Policy of the Company. Accordingly, the disclosure in respect of contracts or arrangements with related parties, as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate policies and procedures to ensure that the system of internal financial control is commensurate with the size and nature of the Company’s business. A regular audit and review processes ensure that the controls are reinforced on an ongoing basis. Such controls have been assessed during the year taking into consideration the essential components of internal financial controls. Based on the assessment carried out by the Company, the internal financial controls were adequate and effective and no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed, during the year ended 31^st March, 2017.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors of the Company ("Board”) had appointed Mr. Deepak Malik, a nominee of Black River Food 2 Pte. Ltd., as an Additional Director with effect from 26^th April, 2016. Further, the Shareholders of the Company had at the Annual General Meeting held on 29^th August, 2016, appointed Mr. Deepak Malik as a Director, liable to retire by rotation.

During the year under review, the Board had also appointed Mr. Narendra Baheti as an Additional Director of the Company with effect from 30^th August, 2016. In terms of provisions of Section 161 of the Companies Act, 2013, Mr. Narendra Baheti shall hold office as such only up to the date of forthcoming Annual General Meeting ("AGM”).

Pursuant to the provisions of Section 160 of the Companies Act, 2013, the Company has received a notice from a Member, proposing candidature of Mr. Narendra Baheti for the office of Director at the forthcoming AGM.

Further, the Board had, subject to the approval of the Shareholders of the Company and such other consents and approvals that may be required, designated Mr. Narendra Baheti as an Executive Director of the Company for a period of three years with effect from 30^th August, 2016 with payment of remuneration as determined by the Board and in accordance with the policy of the Company.

In terms of provisions of the Companies Act, 2013, Ms. Ashni Biyani retires from the Board of the Company by rotation at the forthcoming AGM and being eligible, has offered herself for re-appointment.

Further, the Board of Directors had, subject to approval of the Shareholders of the Company and such other consents and approvals that may be required, re-appointed Ms. Ashni Biyani as the Whole Time Director of the Company for a period of three years to come into effect from 15^th November, 2017, with payment of remuneration as determined by the Board and in accordance with the policy of the Company.

The Notice convening forthcoming AGM includes the proposal for appointment / re-appointment of aforesaid Directors. A brief resume of the Directors seeking appointment /re-appointment at the forthcoming AGM and other details as required to be disclosed in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings (SS-2) forms part of the Notice calling the AGM. None of the Directors are disqualified for appointment / re-appointment under Section 164 of the Companies Act, 2013. Ms. Ashni Biyani is related to Mr. Kishore Biyani, being daughter of Mr. Kishore Biyani. Mr. Narendra Baheti is not related to any other Director of the Company.

The Company has received individual declarations from following Independent Director(s) of the Company stating that they meet the criteria of independence as provided under subsection (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations:

a) Mr. G N Bajpai

b) Ms. Vibha Rishi

c) Mr. Adhiraj Harish

During the year under review, Mr. Devendra Chawla was appointed as the Chief Executive Officer of the Company with effect from 11^th February, 2017 and Mr. Arun Agarwal has ceased to be Manager of the Company with effect from 4^th February, 2017.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors met 6 (Six) times during the financial year 2016-17. The details of composition of the Board and its Committees, their meetings held during the year under review and the attendance of the Directors / Committee Members at the respective meetings are provided in the Corporate Governance Report which forms part of this Annual Report.

During the year under review, the recommendations made by the Audit Committee were accepted by the Board. There were no instances where the Board has not accepted any recommendation of the Audit Committee.

PERFORMANCE EVALUATION OF BOARD

In compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Company has undertaken the performance evaluation process for the Board of Directors, its Committees and that of individual Directors. The performance evaluation was undertaken as per the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India, setting out parameters for conducting performance evaluation of the Board.

The performance evaluation process for functioning of Board and its Committees was based on discussions amongst the Board Members, Committee Members and responses shared by each Member. The parameters for evaluating performance of Board inter alia comprised of key areas such as Board composition, competency of Directors, diversity, frequency of Board and Committee meetings, information sharing and disclosures made to the Board and its Committees. The Board found that there was considerable value and richness in the discussions and deliberations.

Individual Directors were evaluated in the context of the role played by each Director as a member at the respective meetings, in pursuit of the purpose and goals, participation at the meetings, independent views and judgement, initiative, ownership of value building.

The responses received on evaluation of the Board and its Committees and that of the individual Directors were shared with the Chairman. Based on the outcome of the evaluation, the Board and Committees have agreed for possible continuous improvisation to ensure better effectiveness and functioning of the Board and Committees.

CORPORATE GOVERNANCE

A report on Corporate Governance together with Auditors’ Certificate as required under Regulation 34 of SEBI Listing Regulations forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report as required under Regulation 34 of SEBI Listing Regulations is presented separately and forms part of this Report.

BUSINESS RESPONSIBILITY REPORT

A report in terms of Regulation 34(2)(f) of the SEBI Listing Regulations, on the business responsibility initiatives taken by the Company is presented separately and forms part of this Annual Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide a framework for promoting responsible and secure whistle blowing and to provide a channel to the employee(s), Directors and other stakeholders to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or policy/ies of the Company, as adopted / framed from time to time. The details of said vigil mechanism is given in Corporate Governance Report, which forms part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel is annexed to this Report as Annexure II.

CORPORATE RESPONSIBILITY STATEMENT

The Company has constituted a Corporate Social Responsibility Committee ("CSR Committee”) in accordance with Section 135 of the Companies Act, 2013. The Board of Directors of the Company have based on recommendations made by the CSR Committee formulated and approved Corporate Social Responsibility Policy for the Company.

The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is made in prescribed form which is annexed to this Report as Annexure III.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

As a diversified enterprise, your Company continues to focus on a system-based approach to business risk management. The Company has a Risk Management Committee to frame, implement, and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Your Company has a comprehensive risk assessment framework and well laid out policy to manage the risks, along with internal control systems that are commensurate with the nature of its business and the size and complexity of its operations which are regularly tested by Statutory as well as Internal Auditors. Any significant audit observation is discussed and follow up actions thereon are reported to the Committees.

AUDITORS AND AUDITORS’ REPORT

In terms of provisions of Section 139 of the Companies Act, 2013 and Rules made there under, it is mandatory to rotate the Statutory Auditors on completion of the maximum term permitted therein. M/s. Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM of the Company. M/s. Deloitte Haskins & Sells, Chartered Accountants having completed the maximum term of ten years as Statutory Auditors, shall not be entitled for re-appointment as Statutory Auditors of the Company.

The Board has recommended the appointment of M/s. S R B C & Co. LLP, Chartered Accountants, as the Statutory Auditors of the Company in place of M/s. Deloitte Haskins & Sells, Chartered Accountants, for a period of five years, from the conclusion of the forthcoming AGM of the Company till the conclusion of the twenty-sixth AGM for approval of shareholders of the Company. M/s. S R B C & Co. LLP, Chartered Accountants, have granted their consent for appointment as Statutory Auditors and also confirmed their eligibility for being appointed as Statutory Auditors of the Company in terms of requirements prescribed under the Companies Act, 2013.

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments and explanations. The Auditors’ Report does not contain any qualification, reservation or adverse remark. No instances of fraud have been reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Company has appointed M/s. Sanjay Dholakia & Associates, Company Secretaries to conduct Secretarial Audit of the Company for the financial year 2016 - 17 in terms of the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report is annexed to this Report as Annexure IV. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PUBLIC DEPOSITS

Your Company has not been accepting any deposits from the public and hence there are no unpaid / unclaimed deposits nor is there any default in repayment thereof.

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92(3) of the Companies Act, 2013, an extract of Annual Return in prescribed format is annexed to this Report as Annexure V.

PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided under Annexure VI, which is annexed to this Report.

In terms of the provisions of first proviso to Section 136 (1) of the Companies Act, 2013 information pursuant to 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, is excluded from the Annual Report being sent to the Members of the Company and is available for inspection by the Members at registered office of the Company during business hours on working days up to the date of the forthcoming Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary and the same shall be provided.

The full Annual Report including aforesaid information is being sent electronically to all those Members who have registered their email addresses and is also available on the website of the Company.

PARTICULARS OF EMPLOYEE STOCK OPTION PLAN

Pursuant to the approval of the shareholders, the Company has formulated following employee stock option schemes:

a. FVIL Employees Stock Option Plan-2011 ("FVIL ESOP-2011”)

b. Future Consumer Enterprise Limited - Employee Stock Option Plan 2014 ("FCEL ESOP - 2014”)

The aforesaid Employee Stock Option Plans are in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time (“SEBI Employee Benefits Regulations”) and there have been no material changes to these Plans during the financial year under review.

The details of options granted and exercised under FVIL ESOP-2011 and FCEL ESOP-2014 and other disclosures as required under SEBI Employee Benefits Regulations, are available on the website of the Company -http://futureconsumer.in/statutory-documents.html and are also provided in Annexure VII, which is annexed to this Report.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE EARNINGS AND OUTGO, ETC.

The Company in its regular course of business is vigilant to conserve the resources and continuously implements measures required to save energy.

The business activities of the Company are not specific to any technology requirements. In the course of operations, processes are formed and implemented to achieve operational efficiencies in the Company and also at its subsidiaries which assist in maintaining product quality and cost control.

In respect of the manufacturing units of the Company and its subsidiaries, the brief particulars in respect of various steps and initiatives taken regarding conservation of energy and technology absorption are as under:

A) Conservation of Energy

The energy utilization in each manufacturing unit is being monitored regularly in order to achieve effective conservation of energy. The significant energy conservation measures during the year under review were as under:

(i) the steps taken or impact on conservation of energy;

a. Use of Energy Efficient Lighting systems like LED in place of HPMV or HPSV lamps/tube lights;

b. All new machines with interlocks to avoid idle running of the same;

c. Turbo ventilator in buildings to avoid heat and reduce load on AHU/Exhaust fans;

d. Installation of timer switches for yard light control;

e. Using high energy efficient IE3 rated Motors in all new plants commissioned;

f. Used VFD in process machines in F&V unit;

g. Steam condensation recovery project to reduce on electricity consumption in boiler;

h. Use of transparent roof sheets wherever possible to make use of natural lighting;

i. Rationalizing Cold chain at Nilgiri’s Bakery unit to reduce cold room energy consumption;

j. Removed 33 kg LPG cylinders and replaced with 450 kg Quantas in one manufacturing unit resulting in 1 ton of LPG saving per annum;

k. Switching off machines / equipment when not in use and switching off lights in areas not having adequate activity by regrouping/repositioning the activity so that there will not be any wastage of energy;

l. Centralized controls for coolers and shop lighting;

m. Use of power capacitors to improve the power factor;

(ii) The steps taken for utilizing alternate sources of energy;

a. India Food Park, situated at Tumkur, facilitated through external investment on BOOT model, enables India Food Park reduce its carbon footprints by equivalent of 1500 carbon emission reduction certificate. 1 MW Solar Electricity generation plant is commissioned at India Food Park, Tumkur.

b. 2 MW Solar Electricity generation plant is under commissioning stage at India Food Park, Tumkur. With its completion, India Food Park is likely to use 80 % of Electricity from Solar Power.

c. Majority of our Boilers are Briquette fired boilers.

(iii) The capital investment on energy conservation equipment;

Few new initiatives taken by the Company are within design phase of new units. The investment in already completed activities is approx. '' 20 lakhs.

B) Technology absorption

In the manufacturing process, Form Fill Seal Machines are installed for packaging which provides greater speed and versatility and are cost effective. The aforesaid initiatives have resulted in economies in costs.

The details in respect of Foreign Exchange earnings/ outgo for the year under review, is provided below:

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo:

Particulars	(Rs, in Lakhs)
Travelling Expenses	10.01
Brand Royalty	65.89
Marketing	12.21
Professional Fees	76.14
Sitting Fees	1.00
Total	165.25

GENERAL

1) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

2) The Whole Time Director has not received any commission from the Company nor any remuneration or commission from any of its holding or subsidiary company.

3) There are no significant / material orders passed by the regulators/courts/tribunals during the year under review which would otherwise impact the going concern status of your Company and its future operations.

4) During the year under review, there were no reported instances of cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility

Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 as at 31^st March, 2017 and of the profit or 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts for the financial year ended 31^st March, 2017, on a going concern basis;

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

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

ACKNOWLEDGEMENT

Your Directors would like to thank and place on record their appreciation for the support and co-operation provided to your Company by its Shareholders, Future Group entities, and in particular, regulatory authorities and its bankers. Your Directors would also like to place on record their appreciation for the efforts put in by employees of the Company during the year.

On behalf of the Board of Directors

G. N. Bajpai

Chairman

Date: 26^th May, 2017

Place: Mumbai

---

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting the 20th Annual Report and the Audited Accounts of Future Consumer Enterprise Limited ["Company"], for the year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS

The summarized financial performance (Standalone and Consolidated) of the Company for 2015-16 and 2014-15 is given below:

(Rs. in Lakhs)

Standalone Consolidated

2015-16 2014-15 2015-16 2014-15

Total Income 1,37,024.80 1,11,912.33 1,78,050.59 1,34,741.53

Profit/(Loss) before Tax & Exceptional Items (6,355.01) (6,860.91) (11,837.04) (10,877.61)

Less : Exceptional Items - 2,514.00 470.14 -

Profit/(Loss) before Tax (6,355.01) (9,374.91) (12,307.18) (10,877.61)

Profit/(Loss) After Tax (6,355.01) (9,374.91) (12,313.48) (10,937.03)

Profit/(Loss) After Share of Associates & NA NA (11,278.38) (10,276.42) Minority Interest

BUSINESS OPERATIONS

This fiscal has been an interesting year for Future Consumer Enterprise Limited with the Company continuing to report disproportionate topline growth and gross margins. This year witnessed the expansion of our brand portfolio into new age value add categories, our food park continued to act like a kitchen enabling the roll out of these products and the growth of our distribution channel across modern trade & general trade outlets. Your Company''s product portfolio includes product categories, such as basic foods, ready to eat meals, snacks, frozen and processed food products, beverages, personal care and home care under its own portfolio of brands.

Your Company continues to focus on developing its portfolio of brands and has entered into joint venture arrangements with leading market players. During the year under review, your Company has entered into joint venture with Mibelle AG, a Swiss based entity for marketing and distribution of imported personal care products under the brand name "Swiss Tempelle" in India. Further, your Company has also commenced its operations for marketing and distribution of oats and oats based cereal products in India through its subsidiary company at Sri Lanka. With focus on exploring cross border opportunities, and developing new markets in food/FMCG category, your Company has also formed an entity at Jebel Ali, UAE. This entity is targeted to engage into sourcing and distribution of food and FMCG products from and to various countries.

During the fiscal 2015-16, your Company has acquired the business of manufacturing and distribution of skin care, baby care, home care wet wipes and hand sanitizer wipes from Grasim Industries Limited which are marketed under the brand names "Kara", "Puretta", "Handys" and "Prim". Your Company has expanded this business by launching new category of wipes under the aforesaid brands. The distribution network of Kara will be leveraged for expanding the distribution of its personal care brands.

During the year under review, your Company has transformed into a pure play food & FMCG Company. All operations pertaining to convenience stores of the Company and / or its subsidiaries under various format brands such as "KB''s Fair Price", "KB''s Conveniently Yours", "Big Apple", "Aadhaar" and "Nilgiris" are now operated by franchisee(s) appointed by the Company. Your Company now pre-dominantly undertakes the business activities of sourcing, processing, manufacturing, branding, marketing and distribution of fast moving consumer goods ("FMCG"), basic food and processed food products under its own brands.

During the year under review, your Company also announced fund raise from Black River Food 2 Pte. Limited (US$45 million) and promoter group entity (Rs.67 Crore) through equity linked instruments. The objective of this fund raise is to enable repayment of debt and also fund your Company''s current growth plans.

Your Company has recorded total income of Rs.1,370.25 Crore and EBIDTA Profit of Rs.21.42 Crore in the current financial year as against total income of Rs.1,119.12 Crore and EBIDTA loss of Rs.5.99 Crore in the previous financial year.

In view of the loss incurred during the financial year 2015-16, no appropriation is proposed to be made towards Reserves.

Save and except those mentioned in this Report, there were no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of this Report.

FUTURE OUTLOOK

India is well poised to benefit from macroeconomic tailwinds, as it has entered the new fiscal year. Under control inflation and soft crude price outlook has led to higher disposable income in the hands of consumer, providing a boost to the domestic consumption. Above normal monsoon forecast, after two years of poor rainfall, is expected to keep the inflation in check and take the overall demand northwards. The 7th Pay Commission recommendations of proposed 23.55% wage hike to Central Government employees are scheduled to take effect from January 2016. The implementation is expected to take place in the current fiscal year and will mean significantly higher spending power in the hands of 4.7 million employees and 5.2 million pensioners.

India continues to benefit from the growing domestic demand from a young population, whose consumption is driving the expansion of the middle class. By 2025, India is expected to become the fifth-largest consuming class Country. An emerging rural consumer base is also contributing to this demand. The overall Indian FMCG market is estimated to be USD 185 billion, of which the branded portion constitutes merely USD 65 billion. This branded portion of the market is expected to almost double by 2020 and touch USD 240 billion by 2025. With a distribution network led by modern retail, your Company is best placed to expect profit from these trends and create value for consumers, for business partners and for all stakeholders.

INITIAL PUBLIC OFFER ("IPO")

In terms of the provisions of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") details about unclaimed shares in suspense account as on 31st March, 2016 is as under:

Description No. of No. of Shareholders Shares

Aggregate number of 3 21,600 shareholders and outstanding shares in the suspense account as on 1st April, 2015

Aggregate number of Nil NA shareholders who approached the Company for transfer from suspense account upto 31st March, 2016

Number of shareholders to Nil NA whom shares were transferred from suspense account upto 31st March, 2016

Aggregate number of 3 21,600 shareholders and outstanding shares in the suspense account as on 31st March, 2016

The Company has opened separate suspense accounts with National Securities Depository Limited and Central Depository Services (India) Limited and has credited the said unclaimed shares to the suspense accounts.

The voting rights in respect of shares maintained under the suspense account shall remain frozen till the rightful owner makes any claim over such shares.

Pursuant to the Composite Scheme of Arrangement and Amalgamation, 1 equity share of Future Lifestyle Fashions Limited ("FLFL") has been alloted to shareholders of Future Consumer Enterprise Limited for every 31 shares held by them. Accordingly, 696 shares of FLFL, arising out of 21,600 unclaimed shares have also been credited to the said suspense accounts.

DIVIDEND

To conserve the funds for future business growth, your Directors have not recommended any dividend on equity shares in respect of the financial year 2015-16.

INCREASE IN SHARE CAPITAL

During the year under review, your Company has issued and allotted 2,98,000 equity shares of the Company to eligible employees on exercise of options granted under FVIL Employee Stock Option Scheme - 2011. Consequently, the issued, subscribed and paid-up capital of the Company increased from 1,65,71,44,038 equity shares of Rs.6/- each to 1,65,74,42,038 equity shares of Rs.6/- each.

After the financial year ended 31st March, 2016, the Company has issued 100 equity shares to Black River Food 2 Pte. Limited, in terms of the preferential allotment made by the Company. Consequently, the issued, subscribed and paid-up capital of the Company increased from 1,65,74,42,038 equity shares of Rs.6/- each to 1,65,74,42,138 equity shares of Rs.6/- each.

ISSUE OF CONVERTIBLE SECURITIES

During the year under review, your Company has issued and allotted 6,700 warrants having face value of Rs.1,00,000/- each to Srishti Mall Management Company Private Limited ("Srishti"), a promoter group entity on preferential allotment basis upon receipt of Rs.1,675 lakhs from Srishti towards 25% of the total consideration price for the warrants. The warrants may be exercised by Srishti at any time before expiry of 18 months from the date of allotment of warrants. Upon such exercise and on payment of balance 75% of the total consideration amount by Srishti, the warrants shall be converted into equity shares at a conversion price of '' 22.73 per equity share.

After the financial year ended 31st March, 2016, your Company has issued and allotted 29,985 Compulsorily Convertible Debentures ("CCDs") having face value of Rs.1,00,000/- each to Black River Food 2 Pte. Limited ("Black River") on preferential allotment basis. The CCDs carry a coupon of 8.5% per annum compounded on a quarterly basis. The CCDs shall automatically and compulsorily be converted into equity shares at a conversion price of Rs.22.73 per equity share on the earlier of occurrence of following events - a) Black River electing to convert the CCDs into equity shares and b) the date that is 18 months from the date of issue of CCDs. In the event of unpaid coupons, if any, Black River shall be entitled to such number of equity shares, equivalent to the amount of coupons remaining unpaid at a conversion price of Rs.22.73 for each equity share

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As at 31st March, 2016, your Company had following Subsidiaries /Joint Ventures /Associate Companies:

Sr. Name of the company Category No

1. Aadhaar Wholesale Trading and Subsidiary Distribution Limited

2. Future Food and Products Subsidiary Limited

3. Future Consumer Products Subsidiary Limited

4. Star and Sitara Wellness Limited Subsidiary

5. Amar Chitra Katha Private Subsidiary Limited ("ACKPL")

6. FCEL Food Processors Limited Subsidiary of ACKPL (formerly known as ACK Edutainment Limited!

7. ACK Media Direct Limited Subsidiary of ACKPL

8. IBH Books & Magazines Subsidiary of ACKPL Distributors Limited

9. Ideas Box Entertainment Limited Subsidiary of ACKPL

10. Future Food Processing Private Subsidiary Limited (formerly known as Future Personal Care and Hygiene Products Private Limited)

11. Express Retail Services Private Subsidiary Limited

12. The Nilgiri Dairy Farm Private Subsidiary Limited ("NDFPL")

13. Appu Nutritions Private Limited Subsidiary of NDFPL

14. Nilgiri''s Mechanised Bakery Subsidiary of NDFPL Private Limited

15. Nilgiris Franchise Private Limited Subsidiary of NDFPL

16. Integrated Food Park Private Subsidiary Limited

17. Sublime Foods Private Limited Subsidiary

18. Aussee Oats Milling (Private) Subsidiary Limited

19. MNS Foods Private Limited Subsidiary (With effect from 4th August, 2015)

20. Bloom Fruit and Vegetables Subsidiary Private Limited (With effect from 15th January, 2016)

21. Aussee Oats India Private Subsidiary Limited (With effect from 19th February, 2016)

22. FCEL Overseas FZE Subsidiary (By virtue of control through Board Composition)

23. Sarjena Foods Private Limited Associate

24. Mibelle Future Consumer Joint Venture Products AG (With effect from 9th October, 2015)

During the year under review,

a) Karadi Tales Company Private Limited has ceased to be a subsidiary of ACKPL with effect from 16th July, 2015.

b) Karadi Path Company Private Limited became an associate of ACKPL with effect from 17th July, 2015 and ceased to be an associate of ACKPL with effect from 3rd October, 2015.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC 1 is attached separately to this Annual Report.

The performance and financial position of each of the subsidiaries, associates and joint venture companies is provided under Management Discussion and Analysis Report which is presented separately and forms part of this Report.

In accordance to the provisions of Section 136(1) of the Companies Act, 201 3, the Annual Report of the Company, containing therein standalone and the consolidated financial statements of the Company and the audited financial statements of each of the subsidiary companies have been placed on the website of the Company - www.futureconsumer.in.

The audited financial statements in respect of each subsidiary company shall also be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of ensuing Annual General Meeting. The aforesaid documents relating to subsidiary companies can be made available to any Member interested in obtaining the same upon a request in that regards made to the Company.

The policy for determining material subsidiaries as approved by the Board of Directors of the Company is made available on the website of the Company - http://futureconsumer.in/ policies-and-code.html

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Adhiraj Harish has been appointed as an Additional Director of the Company with effect from 1st September, 2015. After the financial year ended 31st March, 2016, Mr. Deepak Malik, a nominee of Black River Food 2 Pte. Limited, has been appointed as an Additional Director of the Company with effect from 26th April, 2016.

In accordance with the provisions of Section 161 of the Companies Act, 2013, Mr. Adhiraj Harish and Mr. Deepak Malik shall hold office only upto the date of forthcoming Annual General Meeting.

Mr. Frederic de Mevius has ceased to be an independent director of the Company, in terms of the disclosure given by him to the Company. Accordingly, the Board of Directors had at their meeting held on 26th April,2016 appointed Mr. Frederic de Mevius as an Additional Director categorised as Non- Executive and Non- Independent Director of the Company.

In terms of provisions of Section 161 of the Companies Act,2016, Mr. Frederic de Mevius holds office only upto the date of forthcoming Annual General Meeting.

Pursuant to the provisions of the Section 160 of the Companies Act, 2013, the Company has received individual notice(s) from a Member proposing the candidature of Mr. Adhiraj Harish, Mr. Deepak Malik and Mr. Frederic de Mevius for the office of Director at the forthcoming Annual General Meeting.

In terms of the provisions of the Companies Act, 2013, Mr. Krishan Kant Rathi retires from the Board of Directors of the Company by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Notice convening forthcoming Annual General Meeting includes the proposal for appointment / re-appointment of aforesaid Directors. A brief resume of the Directors seeking appointment / re-appointment at the forthcoming Annual General Meeting and other details as required to be disclosed in terms of Regulation 36(3) of the SEBI Listing Regulations, forms part of the said Notice. None of the Directors are disqualified for appointment / re-appointment under Section 164 of the Companies Act, 2013. None of the Directors being appointed / re-appointed are individually related to any other Directors.

During the year under review, Mr. Jagdish Shenoy, Director has resigned from the Board of Directors of the Company with effect from 1st September, 2015. The Board of Directors wish to place on record their appreciation for contributions made by Mr. Jagdish Shenoy during his tenure as a member of the Board of Directors of the Company.

The Company has received individual declarations from following Independent Director(s) of the Company stating that they meet the criteria of independence as provided under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations:

a) Mr. G N Bajpai

b) Ms. Vibha Rishi

c) Mr. Adhiraj Harish

AUDITORS AND AUDITORS'' REPORT

M/s. Deloitte Haskins & Sells, Chartered Accountants, have been appointed as the Statutory Auditors of the Company for a period of three years at the 18th Annual General Meeting held on 26th August, 2014. In terms of the provisions of Companies Act, 2013 their appointment will however need to be ratified by the Shareholders at the forthcoming Annual General Meeting. Notice convening the forthcoming Annual General Meeting includes a proposal for ratification of appointment of Statutory Auditors by the Shareholders of the Company.

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments and explanations. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Company has appointed M/s. Sanjay Dholakia & Associates, Company Secretaries to conduct Secretarial Audit of the Company for the financial year 2015-16 in terms of provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report is annexed to this Report as Annexure I. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans granted, guarantees provided and investments made by the Company under the provisions of Section 186 of the Companies Act, 2013, are provided in standalone financial statement under Note 49 under Notes forming part of standalone financial statement.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties during the financial year under review were in the ordinary course of business and on arm''s length basis.

The particulars of contracts or arrangements with aforesaid related parties, in prescribed format is annexed to this Report as Annexure II.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the website of the Company - http://futureconsumer.in/policies-and-code.html RBI REGULATIONS

With shift in main business activities and consequent to application made by the Company for de-registration as a Non-Banking Financial Company, the Certificate of Registration granted by Reserve Bank of India has been cancelled.

PUBLIC DEPOSITS

Your Company has not been accepting any deposits from the public and hence there are no unpaid / unclaimed deposits nor is there any default in repayment thereof.

BOARD MEETINGS

The Board of Directors met 6 (six) times during the financial year 2015-16. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Annual Report.

COMMITTEES OF THE BOARD OF DIRECTORS

As on 31st March, 2016, the Corporate Social Responsibility Committee comprises of following members:

a) Ms. Ashni Biyani - Chairperson

b) Mr. Kishore Biyani - Member

c) Ms. Vibha Rishi - Member

As on 31st March, 2016, the Audit Committee comprises of following members:

a) Mr. G N Bajpai - Chairman

b) Mr. K K Rathi - Member

c) Ms. Vibha Rishi - Member

During the year under review, all recommendations made by the Audit Committee were accepted by the Board. There were no instances where the Board has not accepted any recommendation of the Audit Committee.

Details of Committees of the Board of Directors along with their terms of reference, composition and meetings held during the year under review, are provided separately in the Corporate Governance Report, which forms part of this Annual Report.

PERFORMANCE EVALUATION OF BOARD

In terms of the requirements prescribed under the Companies Act, 201 3 and SEBI Listing Regulations, the Board has carried out the process for evaluation of performance of the entire Board of Directors and that of its Committees and individual Directors.

The performance evaluation exercise for the entire Board of Directors and its Committees was conducted through structured questionnaire having qualitative parameters inter-alia comprising of key areas such as competencies and experience, quality of agenda notes circulated for board and committee meetings, composition of members, timelines for circulation of minutes, quality of recording board discussions, deliverance of allocated role and responsibilities, information sharing and communication, corporate governance process and disclosures.

Further, a separate exercise was also carried out to evaluate the performance of each individual Director for which a questionnaire was circulated to other Directors inter-alia comprising of key areas such as attendance at Board Meetings and Committee Meetings, preparedness for the Board and Committee Meeting(s), contribution in the Board room using expertise, knowledge, experience and wisdom, independence of views and judgement, ownership of value building.

The responses received to the questionnaires on evaluation of the Board and its Committees and that of the individual Directors were shared with the Board, Chairman of respective Committees and with the individual Directors. The Chairman of respective Committees also shared the results of evaluation with the respective Committee Members. Based on the outcome of the evaluation, the Board and Committees have agreed on an action for possible continuous improvisation to ensure better effectiveness and functioning of the Board and Committees.

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92(3) of the Companies Act, 2013, an extract of Annual Return in prescribed format is annexed to this Report as Annexure III.

CORPORATE GOVERNANCE

A report on Corporate Governance together with Auditors'' Certificate as required under Regulation 34 of SEBI Listing Regulations forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report as required under Regulation 34 of SEBI Listing Regulations is presented separately and forms part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act, 2013 and Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard, the audited consolidated financial statements are provided in this Annual Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide a framework for promoting responsible and secure whistle blowing and to provide a channel to the employee(s), Directors and other stakeholders to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or policy/ies of the Company, as adopted / framed from time to time. The details of said vigil mechanism is given in Corporate Governance Report, which forms part of this Annual Report.

PARTICULARS OF EMPLOYEE STOCK OPTION PLAN

The Company has formulated following employee stock options schemes:

a. FVIL Employees Stock Option Plan-2011 ("FVIL ESOP- 2011")

b. Future Consumer Enterprise Limited Employee Stock Option Plan - 2014 ("FCEL ESOP-2014")

The aforesaid Employee Stock Option Plans are in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time ("SEBI Employee Benefits Regulations") and there has been no material changes to these Plans during the financial year under review.

The details of options granted and exercised under FVIL ES0P-2011 and FCEL ES0P-2014 and other disclosures as required under SEBI Employee Benefits Regulations, are available on the website of the Company - http:// futureconsumer.in/statutory-documents.html and are also provided in Annexure IV, which is annexed to this Report.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT, FOREIGN ExCHANGE EARNINGS AND OUTGO ETC

Considering the nature of activities in which the Company operates, energy consumption is in accordance to the normal business practices and does not require any specific installations. In its regular course of business, the Company is always vigilant to conserve the resources and continuously implements measures required to save energy.

The business activities of the Company is not specific to any technology requirements. In the course of its operations, processes are formed and implemented to achieve operational efficiencies which provide maintaining product quality and cost control.

In respect of the manufacturing units of the Company, the brief particulars in respect of various steps and initiatives taken regarding conservation of energy and technology absorption are as under:

a) Conservation of Energy

At the manufacturing locations of the Company, LED lights have been installed in place of CFL lights. Roof Ventilators have been installed at Tumkur location which conserves energy and control carbon emissions. Roof covers used there are acrylic sheets which results into varying levels of heat resistance, light transmissions, impact strength, and flow rates. At the time of installation amongst other aspects emphasis is given on equipments that are power efficient.

b) Technology Absorption

In the manufacturing process, Form Fill Seal Machines are installed for packaging which provides greater speed and versatility and are cost effective.

The aforesaid initiatives has resulted in economies in costs.

The details in respect of Foreign Exchange earnings/ outgo during the year under review, is provided in Note No. 34 under Notes forming part of standalone financial statements.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Your Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon, if any, are reported to the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility Committee ("CSR Committee") in accordance with the provisions of Section 1 35 of the Companies Act, 2013. The Board of Directors of the Company has, based on the recommendations made by the CSR Committee formulated and approved Corporate Social Responsibility Policy for the Company.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is made in prescribed form which is annexed to this Report as Annexure V.

NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel is annexed to this Report as Annexure VI.

PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided under Annexure VII, which is annexed to this Report.

In terms of the provisions of first proviso to Section 136 (1) of the Companies Act, 2013, information pursuant to Section 1 97 of the Companies Act, 201 3 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is excluded from the Annual Report being sent to the Members of the Company and is available for inspection by the Members at registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary and the same shall be provided.

The full Annual Report including aforesaid information is being sent electronically to all those Members who have registered their email addresses and is also available on the website of the Company.

INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company (with its inherent weaknesses), work performed by the internal, statutory and secretarial auditors and external consultants specially appointed for that purpose, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, to the extent applicable, including the Audit Committee, the Company''s internal financial controls were adequate and effective during the period ended on 31st March, 2016. During the year under review, such controls were tested and no reportable weaknesses were observed.

GENERAL

1) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

2) The Whole Time Director has not received any commission from the Company nor any remuneration or commission from any of its holding or subsidiary company.

3) There are no significant / material orders passed by the regulators/courts/tribunals during the year under review which would impact the going concern status of your Company and its future operations.

4) During the year under review, there were no reported instances of cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 as at 31st March, 2016 and of the profit or 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts for the financial year ended 31st March, 2016, on a going concern basis.

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

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.

ACKNOWLEDGEMENT

Your Directors would like to thank and place on record their appreciation for the support and co-operation provided to your Company by its Shareholders, Future Group entities, and in particular, their employees, regulatory authorities and its bankers. Your Directors would also like to place on record their appreciation for the efforts put in by employees of the Company during the year.

On behalf of the Board of Directors

G. N. Bajpai

Chairman

Date: 19th May, 2016

Place: Mumbai

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 19th Annual Report and the Audited Accounts of Future Consumer Enterprise Limited ["Company"], for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

The summarized financial performance (Standalone and Consolidated) of the Company for 2014-15 and 2013-14 is given below:

(RS. in Lakhs)

Standalone

2014-15 2013-14

Total Income 1,11,912.33 46,386.05

Profit/(Loss) before Tax & Exceptional (6,860.91) 3,040.90 Items

Less : Exceptional Items 2,514.00 -

Profit/(Loss) before Tax (9,374.91) 3,040.90

Profit/(Loss) After Tax (9,374.91) 3,040.90

Profit/(Loss) After Share of Associates & NA NA Minority Interest

Consolidated

2014-151 2013-14

Total Income 1,34,741.53 93,651.55

Profit/(Loss) before Tax & Exceptional (10,877.61) (1,590.47) Items

Less : Exceptional Items - -

Profit/(Loss) before Tax (10,87761) (1,590.47)

Profit/(Loss) After Tax (10,93703) (1,531.75)

Profit/(Loss) After Share of Associates & (10,276.42) (694.95) Minority Interest

BUSINESS OPERATIONS

Future Consumer Enterprise Limited has emerged as an integrated food company having businesses from farm to fork. Your Company has operations from sourcing, processing, branding and distribution.

During the year under review, your Company expanded its food portfolio by extending its brands to new categories like fruits and vegetables, canola and rice bran oils, frozen and processed food products. Your Company also further spread its wings in the Southern part of India by acquiring almost 100% stake in the 100 year of well established brand "Nilgiris 1905". This acquisition enabled an addition of 135 stores to the convenience store network, which has been expanded to 151 stores in fiscal 2014-15.

With the focus on integrated play, your Company has, during the year under review, consolidated its businesses by merging one of its wholly-owned subsidiary, Future Agrovet Limited which predominantly has been engaged into agro-sourcing operations. The Company has further acquired balance 30% stake of Aadhaar Wholesale Trading and Distribution Limited, the rural distribution format, pursuant to which Aadhaar Wholesale Trading and Distribution Limited is now a wholly-owned subsidiary of the Company.

With focus on enhancing core values for the business, your Company is moving towards withdrawal from non-core activities. As a step towards the same, your Company has decided to discontinue the business operations of saloon and spa services undertaken by its wholly-owned subsidiary Star and Sitara Wellness Limited. The financial statements for the fiscal ended on 31st March,2015, have taken into effect the impact of such discontinuance, details whereof are provided under note no. 44 in the notes to accounts forming part of this Annual Report.

Your Company continues to focus on food and FMCG business by spreading its distribution network though its chain of convenience stores, creating and investing in brands and exploring options to undertake new activities. As a step towards the same, your Company has entered into the business of procuring and distribution of fruits and vegetables, ready-to-eat products developed from the Food Park, which has become operational during the year under review. Your Company also has plans to enter into manufacturing activities by setting-up of flour mill and spice mill at the Food Park. Along with growing and developing its own portfolio of brands in the food space, your Company also partnered with niche players operating in product categories like oats, break-fast cereals, sauces, pastes etc. under joint venture arrangements. These initiatives are expected to yield results in financial year 2015-16.

Your Company has recorded total income of RS. 1,119.12 Crore and EBITDA loss of RS. 5.99 Crore in the current financial year as against a total income of RS. 463.86 Crore and EBITDA loss of RS. 32.71 Crore in the previous year. EBITDA loss of RS. 32.71 Crore in the previous year excludes one time gain on sale of investment of RS. 89.07 Crore to make it comparable.

For the financial year 2014-15, no appropriation is proposed to be made towards Reserves.

Save and except those mentioned in this Report, there were no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of this Report.

FUTURE OUTLOOK

Innovation with speed and imagination is the concept which your Company believes into creating, launching and marketing new products and brands and extends in improving shopping process, range of products with focus on improving the customer"s overall experience. As Indian consumer has been increasing their aspirations and desires for consumption over the past years, their appetite to consume new and qualitative products in the home market has significantly increased.

India is the world"s second largest producer of food, next to China, and has the potential of being the biggest within the food and agricultural sector. The total food production in India is likely to double in the next ten years and there is an opportunity for large investments in food and food processing technologies, skills and equipment, especially in areas of Canning, Dairy and Food Processing, Specialty Processing, Packaging, Frozen Food/Refrigeration and Thermo Processing. Fruits & Vegetables, Fisheries, Milk & Milk Products, Meat & Poultry, Packaged/Convenience Foods, Alcoholic Beverages & Soft Drinks and Grains which are important sub-sectors of the food processing industry.

The broad-based decline in retail inflation since the last quarter of 2014, depressed commodity prices and the Government"s plan to step up infrastructure investments and focus on improving the ease of doing business with the concept of "Make in India" have improved the prospects for growth in the year 2015-16.

INITIAL PUBLIC OFFER ("IPO")

In terms of the provisions of Clause 5A of the Listing Agreement, details about unclaimed shares in suspense account as on 31st March, 2015 is as under:

Description No. of No. of Shareholders Shares

Aggregate number of shareholders 3 21,600 and outstanding shares in the suspense account as on 1st April,2014

Aggregate number of shareholders Nil NA who approached the Company for transfer from suspense account upto 31st March,2015

Number of shareholders to Nil NA whom shares were transferred from suspense account upto 31st March,2015

Aggregate number of shareholders 3 21,600 and outstanding shares in the suspense account as on 31st March,2015

The Company has opened separate suspense accounts with National Securities Depository Limited and Central Depository Services (India) Limited and has credited the said unclaimed shares to the suspense accounts in compliance with requirements of the Listing Agreement.

The voting rights in respect of shares maintained under the suspense account shall remain frozen till the rightful owner makes any claim over such shares.

Pursuant to the Composite Scheme of Arrangement and Amalgamation, 1 equity share of Future Lifestyle Fashions Limited ("FLFI") has been alloted to shareholders of Future Consumer Enterprise Limited for every 31 shares held by them. Accordingly, 696 shares of FLFL, arising out of 21,600 unclaimed shares, have also been credited to the suspense account, which aggregates to 22,296 unclaimed shares.

DIVIDEND

Your Directors have not recommended any dividend on equity shares for the financial year under review to conserve the funds for future business growth.

INCREASE IN SHARE CAPITAL

During the year under review, the Company has issued and allotted 1,32,49,000 equity shares of the Company to eligible employees on exercise of options granted under FVIL Employees Stock Option Plan - 2011. Consequently, the issued, subscribed and paid-up share capital of the Company increased from 1,59,79,76,671 equity shares of RS. 6 each to 1,61,12,25,671 equity shares of RS. 6 each.

Also, the Company has issued 4,59,18,367 equity shares on preferential basis to Godrej Agrovet Limited and Anamudi Real Estates LLP towards consideration payable for acquisition of 30% stake in Aadhaar Wholesale Trading and Distribution Limited.

Consequent to said allotment of equity shares, the paid up share capital of the Company stood increased to RS. 9,94,28,64,228 comprising of 1,65,71,44,038 equity shares of RS. 6 each.

Consequent to amalgamation of Future Agrovet Limited ("FAl"), a subsidiary of the Company, pursuant to the Scheme of Amalgamation approved by Hon"ble High Court at Bombay, the authorised share capital of FAL comprising of RS. 60,00,00,000 has been combined with the authorized share capital of the Company. In view of the same, the revised authorised share capital of the Company as on 31st March, 2015 is as follows:

Authorized Share Capital RS.

5,65,00,00,000 Equity Shares of RS.6 each 33,90,00,00,000

16700,00,000 unclassified shares of RS.10 16,70,00,00,000 each

TOTAL 50,60,00,00,000

ISSUE OF NON-CONVETIBLE DEBENTURES

During the year under review, your Company has issued 1,000 Secured, Rated, Listed, Redeemable, Non Convertible Debentures ("NCDs") having face value of RS. 10,00,000 each aggregating to RS. 100 Crore, on private placement basis. The NCDs are rated "Care A-" by Care Limited and are listed on Wholesale Debt Market of BSE Limited.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As at 31st March, 2015, your Company had following Subsidiaries, Joint Ventures and Associate companies:

Sr. Name of the company Category No

1 Aadhaar Wholesale Trading and Distribution Subsidiary Limited

2 Future Food and Products Limited Subsidiary

3 Future Consumer Products Limited Subsidiary

4 Amar Chitra Katha Private Limited ("ACKPL") Subsidiary

5 ACK Edutainment Limited Subsidiary of ACKPL

6 ACK Media Direct Limited Subsidiary of ACKPL

7 IBH Books & Magazines Distributors Subsidiary of ACKPL Limited

8 Ideas Box Entertainment Limited Subsidiary of ACKPL

9 Karadi Tales Company Private Limited Subsidiary of ACKPL

10 Star and Sitara Wellness Limited Subsidiary

11 Express Retail Services Private Limited Subsidiary

12 Aussee Oats Milling (Private) Limited Subsidiary (With effect from 16th September,2014)

13 Integrated Food Park Private Limited Subsidiary (With effect from 5th February"2015)

14 Future Dairy and Bakery Products Private Subsidiary Limited (Originally known as ACK (With effect from Eaglemoss Collectibles Publishing 21st October,2014) Private Limited)

15 The Nilgiri Dairy Farm Private Limited Subsidiary ("NDFPL") (With effect from 20th November, 2014)

16 Appu Nutritions Private Limited Subsidiary of NDFPL

17 Nilgiri"s Mechanised Bakery Private Subsidiary of NDFPL Limited

18 Nilgiris Franchise Private Limited Subsidiary of NDFPL

19 Sublime Foods Private Limited Subsidiary (With effect from 18th February,2015)

20 Sarjena Foods Private Limited Associate (With effect from 5th July, 2014)

Pursuant to the Scheme of Amalgamation sanctioned by the Honorable High Court of Bombay,vide its order dated 30th January, 2015, Future Agrovet Limited, a whollyowned subsidiary has been amalgamated with the Company with effect from 1st April, 2014, being the Appointed Date under the said Scheme.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC 1 is attached separately to this Annual Report.

The performance and financial position of each of the subsidiaries, associates and joint venture companies is provided under Management Discussions and Analysis Report which is presented separately and forms part of this Report.

In accordance to the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein standalone and the consolidated financial statements and the audited financial statements of each of the subsidiary companies have been placed on the website of the Company - www.futureconsumer.in.

The audited financial statements in respect of each subsidiary companies shall also be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of ensuing Annual General Meeting. The aforesaid documents relating to subsidiary companies can be made available to any Member interested in obtaining the same upon a request in that regards made to the Company.

The policy for determining material subsidiaries as approved by the Board of Directors of the Company is made available on the website of the Company - http://futureconsumer.in/policies-and-code.html

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92(3) of the Companies Act,2013, an extract of Annual Return in prescribed format is annexed to this Report as Annexure I.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Krishan Kant Rathi resigned as Chief Executive Officer of Company with effect from 31st October,2014 and has been appointed as an Additional Director of the Company with effect from 15th November, 2014. In accordance with the provisions of Section 161 of the Companies Act, 2013, Mr. Krishan Kant Rathi shall hold office only upto the date of forthcoming Annual General Meeting. Pursuant to the provisions of Section 160 of the Companies Act, 2013, the Company has received a notice from a Member proposing the candidature of Mr. Krishan Kant Rathi for the office of Director at the forthcoming Annual General Meeting.

Ms. Ashni Biyani has been appointed as Whole-time Director of the Company with effect from 15th November, 2014 for a period of 3 (three) years pursuant to the approval accorded by the Shareholders of the Company at an Extra Ordinary General Meeting held on 12th January,2015. In terms of the provisions of the Companies Act, 2013, Ms. Ashni Biyani retires from the Board of Directors of the Company by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

The Notice convening forthcoming Annual General Meeting includes the proposal for appointment / re-appointment of aforesaid Directors. A brief resume of the Directors seeking appointment /re-appointment at the forthcoming Annual General Meeting and other details as required to be disclosed in terms of Clause 49 of the Listing Agreement forms part of the said Notice. None of the Directors are disqualified for appointment / re-appointment under Section 164 of the Companies Act, 2013. None of the Directors are related inter-se to each other save and except Mr. Kishore Biyani and Ms. Ashni Biyani. Ms. Ashni Biyani is the daughter of Mr. Kishore Biyani.

During the year under review Mr. Anil Harish and Mr. B Anand have resigned from the Board of Directors of the Company with effect from 30th September, 2014 and 31st March, 2015 respectively. The Board of Directors wish to place on record their appreciation for the contributions made by Mr. Anil Harish and Mr. B Anand during their respective tenure as a member of the Board of Directors of the Company.

The Company has received individual declarations from following Independent Director(s) of the Company stating that they meet the criteria of independence as provided under Sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered into with Stock Exchanges :

a) Mr. G N Bajpai

b) Mr. Jagdish Shenoy

c) Ms. Vibha Rishi

d) Mr. Frederic de Mevius

During the year under review, Mr. Gopal Bihani resigned as Chief Financial Officer of the Company with effect from 1st September, 2014. Mr. Manoj Saraf has been appointed as Chief Financial Officer of the Company with effect from 2nd January, 2015.

AUDITORS AND AUDITORS' REPORT

M/s Deloitte Haskins & Sells, Chartered Accountants, have been appointed as the Statutory Auditors of the Company for a period of three years at the 18th Annual General Meeting held on 26th August,2014. In terms of the provisions of Companies Act, 2013 their appointment will however need to be ratified by the Shareholders at the forthcoming Annual General Meeting. Notice convening the forthcoming Annual General Meeting includes a proposal for ratification of appointment of Statutory Auditors by the Shareholders of the Company.

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments and explanations. The Auditors" Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Company has appointed M/s Sanjay Dholakia & Associates, Company Secretaries to conduct Secretarial Audit of the Company for the financial year 2014-15 in terms of provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report is annexed to this Report as Annexure II. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans granted, guarantees provided and investments made by the Company under the provisions of Section 186 of the Companies Act, 2013, are provided in under Note No. 46, under Notes forming part of standalone financial statements.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties during the financial year under review were in the ordinary course of business and on arm"s length basis.

The particulars of contracts or arrangements with aforesaid related parties, in prescribed format is annexed to this Report as Annexure III.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the website of the Company - http://futureconsumer.in/policies-and-code.html

RBI REGULATIONS

With shift in main business activities, the Company is in process of de-registration with the Reserve Bank of India, as a Non Banking Financial Company.

PUBLIC DEPOSITS

Your Company has not been accepting any deposits from the public and hence there are no unpaid / unclaimed deposits nor is there any default in repayment thereof.

BOARD MEETINGS

The Board of Directors met 8 (Eight) times during the financial year 2014-15. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Annual Report.

COMMITTEES OF THE BOARD OF DIRECTORS

During the year under review, the Board has re-constituted some of its Committee(s) in terms of requirements prescribed under Companies Act, 2013 and Listing Agreement with the Stock Exchanges. During the year under review, the Board also constituted Corporate Social Responsibility Committee comprising of following members:

a) Mr. Jagdish Shenoy - Chairman

b) Mr. Kishore Biyani - Member

c) Ms. Vibha Rishi - Member

The Audit Committee comprises of following members:

a) Mr. G N Bajpai - Chairman

b) Mr. Jagdish Shenoy - Member

c) Ms. Vibha Rishi - Member

During the year under review, all recommendations made by the Audit Committee were accepted by the Board.There were no instances where the Board has not accepted any recommendation of the Audit Committee.

Details of Committees of Board of Directors along with their terms of reference, composition and meetings held during the year, are provided separately in the Corporate Governance Report, which forms part of this Annual Report.

PERFORMANCE EVALUATION OF BOARD

The Company has devised a policy for evaluation of Performance of the Board of Directors, its Committees and individual Directors ("Policy"). The evaluation involves assessment of performance individually of each of the Board Members and of the entire Board of Directors and its Committees.

The performance evaluation criteria of the entire Board of Directors inter alia comprised of the following key areas such as competencies and experience, quality of agenda notes circulated for board meetings, timelines for circulation of minutes, quality of recording board discussions, information sharing and communication, corporate governance process and disclosures.

The evaluation framework for assessing the performance of Committee(s) of Board of Directors inter-alia comprised of the following key areas such as composition of Members, deliverance of allocated responsibilities and qualitative Assessment/Responsibility.

The performance evaluation process of individual Directors inter alia comprised of the following key areas such as attendance at Board Meetings and Committee Meetings, preparedness for the Board and Committee Meeting(s), Contribution in the Board room using expertise, knowledge, experience and wisdom, independence of views and judgement, ownership of value building.

In terms of the Policy, a process of evaluation was undertaken by the Board for its own performance and that of its Committees and individual Directors. The evaluation process focused on various aspects of the functioning of the Board and Committees. Separate exercise was carried out to evaluate the performance of individual Directors on specified parameters.

The outcome of evaluation process was shared with the Board, Chairman of respective Committees and individual Directors. Based on the outcome of the evaluation, the Board and Committees have agreed on an action plan for the identified areas.

The details of programme for familiarisation of Independent Directors with the Company, industry in which it operates, their roles, rights, responsibilities is made available on the website of the Company - http://futureconsumer.in/policies-and-code.html

CORPORATE GOVERNANCE

A report on Corporate Governance together with Auditors" Certificate as required under Clause 49 of the Listing Agreement forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report as required under Clause 49 of the Listing Agreement is presented separately and forms part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act, 2013 and Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard, the audited consolidated financial statements are provided in this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide a framework to promote responsible and secure whistle blowing and to provide a channel to the employee(s) and Directors for reporting to the management, concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or policy/ies of the Company, as adopted / framed from time to time. The details of said vigil mechanism is given in Corporate Governance Report, which forms part of this Annual Report.

PARTICULARS OF EMPLOYEE STOCK OPTION PLAN

The Company has formulated following employee stock options schemes:

a. FVIL Employees Stock Option Plan-2011 ("FVIL ESOP-2011")

b. Future Consumer Enterprise Limited Employee Stock Option Plan - 2014 ("FCEL ESOP-2014")

FCEL ESOP - 2014 has been approved by the Shareholders of the Company vide resolution passed at an Extra Ordinary General Meeting held on 12th January, 2015. The Shareholders of the Company have at aforesaid Extra Ordinary General Meeting also approved formation of Future Consumer Enterprise Employees Welfare Trust for implementation of FCEL ESOP-2014.

The details of options granted and exercised under FVIL ESOP-2011 are provided in Annexure IV, which is annexed to this Report.

No options have been granted under FCEL ESOP-2014 during the year under review.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE EARNINGS AND OUTGO ETC

Considering the nature of activities in which the Company operates, energy consumption is in accordance to the normal business practices and does not require any specific installations. In its regular course of business, the Company is always vigilant to conserve the resources and continuously implements measures required to save energy.

The business activities of the Company is not specific to any technology requirements. In the course of its operations, processes are formed and implemented to achieve operational efficiencies which provide maintaining product quality and cost control.

The details in respect of Foreign Exchange earnings/ outgo during the year under review, is provided in Note No. 33 under Notes forming part of standalone financial statements.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Your Company"s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility Committee ("CSR Committee") in accordance with the provisions of Section 135 of the Companies Act, 2013. The Board of Directors of the Company has based on recommendations made by the CSR Committee approved Corporate Social Responsibility Policy of the Company.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is made in prescribed form which is annexed to this Report as Annexure V.

NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel is annexed to this Report as Annexure VI.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided under Annexure VII, which is annexed to this Report.

In terms of the provisions of first proviso to Section 136 (1) of the Companies Act, 2013, information pursuant to 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, is excluded from the Annual Report being sent to the Members of the Company and is available for inspection by the Members at registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary and the same shall be provided.

The full Annual Report including aforesaid information is being sent electronically to all those Members who have registered their email addresses and is also available on the website of the Company.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses were observed.

GENERAL

1) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

2) The Whole Time Director has not received any commission from the Company nor any remuneration or commission from any of its holding or subsidiary company.

3) There are no significant / material orders passed by the regulators/courts/tribunals during the year under review which would impact the going concern status of your Company and its future operations.

4) During the year under review, there were no reported instances of cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 as at 31st March,2015 and of the profit or 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts for the financial year ended 31st March, 2015, on a going concern basis.

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

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

ACKNOWLEDGEMENT

Your Directors would like to thank and place on record their appreciation for the support and co-operation provided to your Company by its Shareholders, Future Group entities, and in particular, their employees, regulatory authorities and its bankers. Your Directors would also like to place on record their appreciation for the efforts put in by employees of the Company during the year.

On behalf of the Board of Directors

G. N. Bajpai Chairman

Date: 15th May, 2015 Place: Mumbai

---

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 17th Annual Report and the Audited Accounts of Future Ventures India Limited ("Company"), for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

The summarized fi nancial performance (Standalone and Consolidated) of the Company for 2012-13 and 2011-12 is given below:

(Rs.in Lakhs)

Standalone Consolidated 2012-13 2011-12 2012-13 2011-12

Total Income 35,796.92 5,531.72 96,018.45 86,041.10

Profit / (Loss) before Tax & Exceptional Items (1,104.99) 2,255.25 (7,173.08)(2,335.73)

Less: Exceptional Items 3,100.30 3,322.77

Profi t / (Loss) before Tax (1,104.99) (845.05) (7,173.08)(5,658.50)

Profi t / (Loss) After Tax (1,144.81)(1,366.99) (7,655.52) (6,538.72)

Profi t / (Loss) After Share of Associates and Minority Interest - (5,571.55)(4,176.64)

The financials for the year under review are not comparable with the previous year as underlying business has undergone substantial transformation during the year.

COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION

During the year under review, the Company has fi led the following two Composite Scheme(s) of Arrangement and Amalgamation with the Hon''ble High Court having appropriate jurisdiction:

a) Composite Scheme of Arrangement and Amalgamation between the Company and Indus-League Clothing Limited and Lee Cooper (India) Limited and Pantaloon Retail (India) Limited (now known as Future Retail Limited) and Future Lifestyle Fashions Limited and their respective shareholders and creditors ("Fashion Scheme"); and

b) Composite Scheme of Arrangement and Amalgamation between the Company and Future Consumer Enterprises Limited and Express Retail Services Private Limited and Think Fresh International Private Limited and their respective shareholders and creditors ("Food Scheme").

The Fashion Scheme and the Food Scheme, except the part comprising of transfer of entire business and undertakings of Express Retail Services Private Limited and that of Think Fresh International Private Limited in the Company, as a going concern ("Remaining Part"), has been approved by the Hon''ble High Court, at Bombay vide its order dated 10th May, 2013. For the Remaining Part of the Food Scheme, fi led before the Hon''ble High Court at Delhi, the matter is scheduled for hearing on 25th July, 2013.

In respect of the schemes approved by the Hon''ble High Court at Bombay, the Company has made necessary fi lings with the Registrar of Companies, Mumbai and the same have been made effective from the respective Appointed Dates mentioned therein.

As a consequence to the above mentioned schemes coming into effect, the Company is now engaged in operating Food and FMCG outlets and distribution in Urban and Rural areas with its own branded products in addition to the third party brands and products. The Company is accordingly seeking de-registration as a Non-Banking Financial Company with the Reserve Bank of India. Also, the face value of equity shares of the Company shall be reduced from Rs.10/- per equity share to Rs. 6/- per equity share from the Record date i.e. 24th June, 2013.

FUTURE OUTLOOK

With consolidation of business, the Company will predominantly be focussed on Food and FMCG activities which constitutes a signifi cant portion of the household expenditure. The Company expects the domestic market for Food and FMCG to continue expanding, despite pressure on overall economic growth. The Company is positioned for the anticipated growth in business with an appropriate structure, strategy and capabilities. The Company''s initiative in integrated food play by combining its Brands, Distribution both urban and rural and Food processing capabilities, into formation of Food park, will capture the entire value chain of Food processing from Farm to Fork.

The Company is now part of Food sector which forms essential part of consumption. The increasing propensity to consume Food in its varied form due to rising income levels, augers well for a stable growth of business. The increasing urbanisation is fueling the demand for better environment for shopping of essentials due to which the Company foresees rapid growth in opportunities for both urban and rural Distribution formats.

The Company believes that the change in approach will result in faster and better value creation for its Stakeholders.

INITIAL PUBLIC OFFER ("IPO")

In terms of the provisions of Clause 5A of the Listing Agreement, details about unclaimed shares in suspense account as on 31st March, 2013 is as under:

Description No. of Shareholders No. of Shares

Aggregate number of shareholders and outstanding shares in the suspense account 7 34,800 as on 1st April, 2012

Aggregate number of shareholders who approached the Company for transfer from 3 9,600 suspense account upto 31st March, 2013

Number of shareholders to whom shares were transferred from suspense account 3 9,600 upto 31st March, 2013

Aggregate number of shareholders and outstanding shares in the suspense account 4 25,200 as on 31st March, 2013

The Company has opened separate suspense account with Depository Participant of National Securities Depository Limited and Central Depository Services Limited and has credited the said unclaimed shares to the suspense accounts in compliance with requirements under the Listing Agreement.

The voting rights in respect of shares maintained under the suspense accounts shall remain frozen till the rightful owner(s) of such shares lodge their claims for the same.

DIVIDEND

Your Directors have not recommended any dividend on equity shares for the fi nancial year under review due to non availability of profi t for appropriation.

SUBSIDIARY COMPANIES

As on 31st March, 2013, your Company had following subsidiaries:

i) Aadhaar Wholesale Trading and Distribution Limited (formerly Aadhaar Retailing Limited)

ii) Future Consumer Enterprises Limited

iii) Future Consumer Products Limited

iv) Amar Chitra Katha Private Limited

v) ACK Edutainment Limited

vi) ACK Media Direct Private Limited

vii) IBH Books & Magazines Distributors Private Limited

viii) Ideas Box Entertainment Limited

ix) Karadi Tales Company Private Limited

x) ACK Eaglemoss Collectibles Publishing Private Limited

xi) Star and Sitara Wellness Private Limited

xii) Express Retail Services Private Limited

xiii) Think Fresh International Private Limited

Pursuant to the general circular No. 2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs ("MCA"), general exemption has been granted by MCA, subject to conditions prescribed therein, in terms of which copies of balance sheet, the profi t and loss account, report of the Board of Directors and that of the Auditors in respect of the subsidiaries as at 31st March, 2013 have not been attached to the Balance Sheet of your Company.

The aforesaid documents in respect of the respective subsidiary companies can be made available upon a request to the Company from the Shareholders interested in obtaining the same. The documents in respect of aforesaid subsidiary companies are also available for inspection at the registered offi ce of the Company on any working day during business hours. As directed by MCA, the fi nancial data of subsidiaries has been furnished under ‘Financial Information on Subsidiary Companies'' forming part of this Annual Report.

RBI REGULATIONS

During the year under review, your Company is in compliance with the applicable regulations prescribed by the Reserve Bank of India ("RBI"). Upon the Composite Scheme of Arrangement and Amalgamation becoming effective from 29th May, 2013, the Company ceases to be a Non Deposit Accepting or Holding Systemically Important Non-Banking Finance Company.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public during the year under review and shall not accept any deposits without obtaining necessary approvals as may be required.

DIRECTORS

Mr. Frederic de Mevius and Mr. Krishan Kant Rathi have been appointed as Additional Director of the Company with effect from 9th November, 2012 and 31st May, 2013 respectively. In accordance with the provisions of Section 260 of the Companies Act,1956, the Additional Directors so appointed shall hold offi ce only upto the date of the forthcoming Annual General Meeting. In accordance with the provisions of the Section 257 of the Companies Act, 1956, the Company has received individual notice from Member(s) of the Company proposing candidature of Mr. Frederic de Mevius and Mr. Krishan Kant Rathi for offi ce of Director.

Mr. Kishore Biyani has stepped down as the Managing Director of the Company to come into effect from 31st May, 2013. The Board of Directors have designated Mr. Kishore Biyani as the Vice Chairman of the Company to come into effect from 31st May, 2013. The Board of Directors of Company have, subject to approval of the Shareholders and the Central Government, appointed Mr. Krishan Kant Rathi as Whole Time Director of the Company designated as an ‘Executive Director and Chief Executive Offi cer'' to come into effect from 31st May, 2013.

In terms of the provisions of the Companies Act, 1956, Mr. Anil Harish and Mr. Jagdish Shenoy retire from the Board of Directors of the Company by rotation and being eligible, have offered themselves for re-appointment at the forthcoming Annual General Meeting. None of the Directors are disqualifi ed for appointment / re-appointment under Section 274(1)(g) of the Companies Act,1956.

The Notice convening the forthcoming Annual General Meeting include the proposals for appointment / re-appointment of aforesaid Directors. A brief resume of the Directors seeking appointment / re-appointment at the forthcoming Annual General Meeting and other details as required to be disclosed in terms of Clause 49 of the Listing Agreement forms part of the said Notice. None of the Directors are related inter-se to each other.

CORPORATE GOVERNANCE

A report on Corporate Governance together with Auditors'' Certifi cate as required under Clause 49 of the Listing Agreement forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report as required under Clause 49 of the Listing Agreement is presented separately and forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard.

AUDITORS AND AUDITORS'' REPORT

M/s Deloitte Haskins & Sells, Chartered Accountants (Registration No. 008072S), the Statutory Auditors of the Company who hold offi ce until conclusion of the forthcoming Annual General Meeting have expressed their unwillingness to be re-appointed at the forthcoming Annual General Meeting. The Company proposes to appoint M/s Deloitte Haskins & Sells, Chartered Accountants (Registration No. 117364W), as Statutory Auditors of the Company.

M/s Deloitte Haskins & Sells, Chartered Accountants (Registration No. 117364W), have issued confi rmation to the Company as required under Section 224 (1B) of the Companies Act, 1956, to the effect that their appointment, if made, would be within the limits specifi ed in the said Section.

The notes on fi nancial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments and explanations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement it is hereby confi rmed:

a) that in the preparation of the annual accounts for the fi nancial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that 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 as at 31st March, 2013 and of the profi t or loss of the Company on that date;

c) that the Directors have taken proper and suffi cient care 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;

d) that the Directors have prepared the annual accounts for the fi nancial year ended 31st March, 2013, on a going concern basis.

PARTICULARS OF EMPLOYEES AND EMPLOYEE STOCK OPTION PLAN - 2011

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the name and other particulars of certain employees are required to be set out in an Annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors'' Report excluding the aforesaid information is being sent to all the Shareholders of the Company and others entitled thereto. Shareholders who are interested in obtaining such particulars may write to the Company at its Registered Offi ce.

The disclosures as required under the Securities and Exchange Board of India (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999 are annexed and forms part of this Report (Annexure 1).

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE INFLOW/OUTFLOW ETC

In view of the nature of activities carried on by the Company, the requirements for disclosure in respect of Conservation of Energy as per Form A and disclosures with respect to technology absorption as per Form B prescrbed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. The Company in the regular course of business takes all possible efforts towards energy conservation.

The details in respect of Foreign Exchange earnings/ outgo during the year under review, is provided in Note No. 34 in Notes to Accounts.

ACKNOWLEDGEMENT

Your Directors would like to thank and place on record their appreciation for the support and co-operation provided to your Company by its Shareholders, regulatory authorities, bankers and Future Group entites including their employees. Your Directors would also like to place on record their appreciation for the efforts put in by employees of the Company during the year.

For and on behalf of the Board of Directors

G.N. Bajpai Chairman

Date : 30th May, 2013

Place: Mumbai

---

Mar 31, 2012

FINANCIAL HIGHLIGHTS

The summarised financial performance (Standalone and Consolidated) of the Company for 2011-12 and 2010-11 is given below:

(Rs. lakhs)

Standalone Consolidated

2011-12 2010-11 2011-12 2010-11

Total Income 5,531.72 1,311.64 86,041.10 54,926.12

Profit / (Loss) before Tax & Exceptional Items 2,255.25 352.78 (2,335.73) (3,219.27)

Less: Exceptional Items 3,100.30 448.03 3,322.77 448.03

Profit / (Loss) before Tax (845.05) (95.25) (5,658.50) (3,667.30)

Profit / (Loss) After Tax (1,366.99) (67.25) (6,538.72) (3,940.97)

Profit / (Loss) After Share of Associates and Minority Interest - - (4176.64) (2751.92)

Profit / (Loss) available for appropriation (1,532.32) (165.33) (14,461.95) (10,305.47)

Balance carried to Balance Sheet (1,532.32) (165.33) (14,461.95) (10,305.47)

Performance during the year under review

On a standalone basis the total income for the current year was Rs. 5,531.72 lakhs as against Rs. 1,311.64 lakhs showing an increase of 322% over previous year. The expenses towards Initial Public Offer of Rs. 3,100.30 lakhs incurred during the year have been charged against the current year's profit. The profit after tax was Rs. 1,733.31 lakhs before charging of IPO expenses.

On a consolidated basis our total income increased to Rs. 86,041.10 lakhs in fiscal 2012 from Rs. 54,926.12 lakhs in fiscal 2011 thereby registering a growth of 57%. On consolidated basis loss after tax (before IPO expenses) was Rs. 3,438.42 lakhs for the current year.

Your Company does not have any indebtedness on a standalone basis. Your Company's secured and unsecured debt position as at 31st March, 2012 is on account of consolidated reporting.

The year under review has been significant for the Company. Your Company has strengthened its position in the Fashion, Rural Distribution, Food and FMCG sectors by investing further in companies like Indus- League Clothing Limited, Holii Accessories Private Limited, Indus-Tree Crafts Private Limited, Aadhaar Retailing Limited, Future Consumer Enterprises Limited, Future Consumer Products Limited and Capital Foods Exportts Private Limited. Your Company has also strengthened its position in edutainment business by making further investment in Amar Chitra Katha Private Limited thus increasing its stake from 13.65% to 65.84% (on fully diluted basis).

Your Company has during the year under review, made investment in one new business venture viz. Clarks Future Footwear Limited (Clarks), a 50:50 joint venture between the Company and C & J Clark International Limited, England.

Details of the financial performance of each of various business segments are discussed in the Management Discussion and Analysis Report, which is annexed and forms an integral part of the Directors' Report.

Future outlook

Despite the declining growth of the Indian economy, during the year under review, our businesses have performed reasonably well. We believe that while global economic outlook seems grim, the Indian growth should again pick up the pace rapidly. The inherent strengths of Indian economy like favourable demographics, entrepreneurship spirit, increasing aspirational population will continue to drive the consumption at a much faster pace. We hope that after a long pause, the Government will resume the reform process and unlock the growth potential at a larger scale. Our businesses are well positioned to take advantage of the next wave of growth in consumption, which we believe is imminent.

Initial public offer

Post completion of initial public offer (IPO) of equity shares during May, 2011, your Company has utilized part of the funds raised under the IPO as per the objects of the Issue.

In terms of the provisions of Clause 5A of the Listing Agreement, details about unclaimed shares under IPO in suspense account as on 31st March, 2012 is as under:

Description No. of No. of Shares Shareholders

Aggregate number of shareholders and outstanding shares in the 26 91,200 suspense account as on the date of allotment i.e 5th May, 2011

Aggregate number of shareholders who approached the Company 18 55,200 for transfer from suspense account upto 31st March, 2012

Number of shareholders to whom shares were transferred from 18 55,200 suspense account upto 31st March, 2012

Aggregate number of shareholders and outstanding shares in the 8 36,000* suspense account as on 31st March, 2012

* includes 1,200 shares not credited to the suspense account on 31st March, 2012 for technical reasons, which have been credited subsequently.

The Company has opened separate suspense account with National Securities Depository Limited and Central Depository Services Limited and has credited the said unclaimed shares to the Suspense Accounts in compliance with requirements of the Listing Agreement.

The voting rights in respect of shares maintained under the Suspense Account shall remain frozen till the rightful owner of such shares claims the shares.

Dividend

Your Directors have not recommended any dividend on equity shares for the financial year under review due to non availability of profit for appropriation.

Subsidiary companies

As at 31st March, 2012, your Company had following subsidiaries:

- Indus-League Clothing Limited

- Indus Tree Crafts Private Limited

- Indus Tree Producer Transform Private Limited

- Aadhaar Retailing Limited

- Future Consumer Enterprises Limited

- Future Consumer Products Limited

- Lee Cooper (India) Limited

- Amar Chitra Katha Private Limited

- ACK Edutainment Private Limited

- ACK Media Direct Private Limited

- IBH Books & Magazines Distributors Private Limited

- Ideas Box Entertainment Private Limited

- Karadi Tales Company Private Limited

- ACK Eaglemoss Collectibles Publishing Private Limited

Pursuant to the general circular No. 2/2011 and 3/2011 dated 8th February, 2011 and 21st February, 2011 respectively issued by Ministry of Corporate Affairs (MCA) and in terms of the general exemption granted by MCA, copies of Balance Sheet, the Statement of Profit and Loss, report of the Board of Directors and that of the Auditors in respect of the subsidiaries as at 31st March, 2012 have not been attached to the Balance Sheet of your Company.

The aforesaid documents in respect of the respective subsidiary companies can be made available upon a request made to the Company from the Shareholders interested in obtaining the same. The documents in respect of aforesaid subsidiary companies are also available for inspection at the registered office of the Company on any working day during business hours. As directed by MCA, the financial data of subsidiaries has been furnished under the section 'Financial Information on Subsidiary Companies' forming part of this Annual Report.

RBI regulations

Your Company is a Non-Deposit Accepting or Holding Systemically Important Non-Banking Finance Company (SI-ND-NBFC) and is in compliance with the applicable regulations prescribed by the Reserve Bank of India (RBI). On an application made by the Company, RBI has granted provisional exemption to the Company from compliance to thresholds prescribed under Para 18 of the Prudential Norms in respect of concentration of credit/investment norms.

In terms of the framework of RBI, the Company has made an application for registration as a Core Investment Company.

Public deposits

Your Company has not accepted any deposits from the public during the year under review and shall not accept any deposits without obtaining prior approval of the Reserve Bank of India.

Directors

Ms. Vibha Rishi has been appointed as an Additional Director of the Company with effect from 14th February, 2012. In accordance with the provisions of Section 260 of the Companies Act,1956, Ms. Vibha Rishi shall hold office only upto the date of the ensuing Annual General Meeting. In accordance with the provisions of the Section 257 of the Companies Act, 1956, the Company has received notice from a Member of the Company proposing her candidature for office of a Director.

In terms of the provisions of the Companies Act, 1956, Mr. B. Anand and Mr. G. N. Bajpai retire from the Board of Directors of the Company by rotation and being eligible, have offered themselves for re-appointment at the ensuing Annual General Meeting. None of the Directors are disqualified for appointment / re-appointment under Section 274(1 )(g) of the Companies Act,1956.

The Notice convening the ensuing Annual General Meeting include the proposals for appointment / re- appointment of aforesaid Directors. A brief resume of the Directors seeking appointment / re-appointment at the ensuing Annual General Meeting and other details as required to be disclosed in terms of Clause 49 of the Listing Agreement forms part of the Notice for the ensuing Annual General Meeting. None of the Directors are related inter-se to each other.

Corporate governance

A report on Corporate Governance together with Auditors' Certificate as required under Clause 49 of the Listing Agreement forms part of this Annual Report.

Management discussion & analysis report

The Management Discussion & Analysis Report as required under Clause 49 of the Listing Agreement is presented separately and forms part of this Annual Report.

Consolidated financial statements

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard.

Auditors and auditors' report

M/s Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of the Company hold office until conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Statutory Auditors have issued a letter to the Company as required under Section 224 (1B) of the Companies Act, 1956, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

Directors' responsibility statement

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement it is hereby confirmed:

(a) that in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that 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 as at 31st March,2012 and of the profit or loss of the Company on that date;

(c) that the Directors had taken proper and sufficient care 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;

(d) that the Directors have prepared the annual accounts for the financial year ended 31st March, 2012, on a going concern basis.

Particulars of employees and employees stock option plan-2011

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the name and other particulars of certain employees are required to be set out in an Annexure to the Directors' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors' Report excluding the aforesaid information is being sent to all the Shareholders of the Company and others entitled thereto. Shareholders who are interested in obtaining such particulars may write to the Company at its Registered Office.

The disclosures as required under the Securities and Exchange Board of India (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines) are annexed and forms part of this Report (Annexure 1).

The Company has received the Certificate from its Statutory Auditors stating that the scheme has been implemented in accordance with SEBI Guidelines and resolution passed by the Shareholders.

Particulars of energy conservation, technology absorption, expenditure on research and development, foreign exchange inflow/outflow etc

In view of the nature of activities carried on by the Company, the requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. However the Company takes all possible efforts towards energy conservation.

The requirement for disclosure with regard to technology absorption does not apply to the Company as the activities in which the Company operates does not require any technology.

The details in respect of Foreign Exchange earnings/ outgo during the year under review, is provided in Note no. 31 under Notes to Accounts.

Acknowledgement

Your Directors would like to thank and place on record their appreciation for the support and co-operation provided to your Company by its Shareholders, Future Group entities, and in particular, their employees, regulatory authorities and its bankers. Your Directors would also like to place on record their appreciation for the efforts put in by employees of the Company during the year.

For and on behalf of the Board of Directors

G. N. Bajpai

Chairman

Date: 24th May, 2012

Place: Mumbai

---

Mar 31, 2011

Dear Shareholders,

The Directors take pleasure in presenting the 15th Annual Report and the Audited Accounts of Future Ventures India Limited ("Company"), for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

The summarized financial performance of the Company for 2010-11 and 2009-10 is given below:

(Amount Rs. In Lakhs)

STANDALONE CONSOLIDATED 2010-11 2009-10 2010-11 2009-10

Total Income 1,311.64 2,575.72 54,922.91 17,823.39

Profit/(Loss) before 358.69 2,113.41 (685.94) (1,080.89) Depreciation & Tax

Less: Depreciation 5.90 11.57 2,533.35 862.19

Profit before Tax & 352.79 2,101.84 (3,219.29) (1,943.08)

Exceptional Items

Less: IPO Expenses 448.03 - 448.03 -

Profit/(Loss) before Tax (95.24) 2,101.84 (3,667.32) (1,943.08)

Less: Provision for Tax (28.00) 426.31 273.66 159.48

profit After Tax (67.24) 1,675.53 (3,940.98) (2,102.56)

Add: Share of Associates - - 383.16 36.87

Profit/(Loss)

Add: Share of Minority Interest - - 861.86 1,022.17

Add : Adjustment on - - (55.97) -

Acquisition of Subsidiaries

Profit/(Loss) after Share of Associates and Minority - - (2,751.93) (1,043.52)

Interest Add: Profit/(Loss) brought (98.09) (1,438.51) (7,548.05) (6,227.17) forward from previous year

Add : Adjustment on Acquisition of Subsidiaries / I - - (5.51) 57.75 Consolidation

Profit/(Loss) available for (165.33) 237.02 (10,305.49) (7,212.94) appropriation

Transfer to Statutory - 335.11 - 335.11 Reserve Transfer to General Reserve

Balance carried to Balance (165.33) (98.09) (10,305.49) (7,548.05) Sheet

PERFORMANCE DURING THE YEAR

UNDER REVIEW

On a stand alone basis, the income from operations for the current year was ^ 1,311.64 Lakhs as against Rs. 1,190.28 Lakhs (excluding income from trading securities Rs. 1,385.44 Lakhs) showing an increase of 10% over previous year. The expenses towards Initial Public Offer ofRs. 448.03 Lakhs incurred during the year have been charged against the current year's profit.

On a consolidated basis, our total income increased to Rs. 54,922.91 Lakhs in Fiscal 2011 from Rs. 17,823.39 Lakhs in Fiscal 2010, thereby registering a growth of 208%.

The Company does not have any indebtedness on a standalone basis. The Company's secured and unsecured debt position as on 31st March, 2011 is on account of consolidated reporting.

The year under review has been significant for the Company. Your Company has further strengthened its position in the Fashion, Rural Distribution, Food and FMCG sectors by investing further in companies like Indus-League Clothing Limited, Future Consumer Enterprises Limited, Future Consumer Products Limited, Holii Accessories Private Limited and Aadhaar Retailing Limited.

The Company has entered into new business segments such as edutainment by making investment in new business venture Amar Chitra Katha Private Limited.

Following the investments made by the Company, its presence in the consumption-led sectors as on 31st March, 2011 stands to 13 business ventures. The Company has during the year under review, divested its stake in Star Shopping Centres Private Limited and SSIPL Retail Limited.

The details of the financial performances of each of our businesses are discussed in the Management Discussion and Analysis Report, which is annexed and forms an integral part of the Directors' Report.

FUTURE OUTLOOK

The Company continues to create businesses and mentoring entrepreneurs to catalyze disproportionate growth in Fashion, Food, FMCG and Rural Distribution. The Company shall look out for new opportunities for entering in businesses and brands that can cater to the changing needs of new age India and have permanently and constantly growing demand. Our focus shall be to create a portfolio of businesses, where each of the brands has a sharp and distinct positioning.

Driven by strong domestic consumption demand, we expect the businesses in these sectors to grow substantially in the coming years. While focusing on product development, brand positioning we shall continue to expand geographically and deepen our reach through EBOs, MBOs and other distribution network. We shall monitor the various efficiency parameters and working capital management of these businesses thereby contributing and improving the profitability of the Company.

INITIAL PUBLIC OFFER ("IPO")

Your Company successfully completed initial public offer ("IPO") of equity shares during May, 2011. Your Company has raised an amount of Rs. 75,000 Lakhs through the IPO. The equity shares of the Company are now listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited which commenced trading on 10th May, 2011.The IPO proceeds will be deployed as per the objects of the Issue.

Your Directors take this opportunity to thank all the Shareholders for investing in the Company.

In terms of the provisions of Clause 5A of the Listing Agreement, details about unclaimed shares in suspense account as on 30th June, 2011 is as under:

NO. OF NO. OF

DESCRIPTION SHAREHOLDERS SHARES

Aggregate number of shareholders and outstanding shares in the suspense account as on the date of allotment i.e 5th May, 2011 26 91,200

Number of shareholders who approached the Company for transfer of shares from suspense account upto 30th June, 2011 8 29,400

Number of shareholders to whom shares were transferred from suspense account upto 30th June, 2011 8 29,400

Aggregate number of shareholders and outstanding shares in the suspense account as on 30th June, 2011 18 61,800

The Company has opened separate suspense account with National Securities Depository Limited and Central Depository Services (India) Limited and has credited the said unclaimed shares to the suspense accounts in compliance with requirements of the Listing Agreement.

The voting rights in respect of shares maintained under the suspense accounts shall remain frozen till the rightful owner of such shares claims the shares.

DIVIDEND

Your Directors have not recommended any dividend on equity shares for the financial year under review due to non-availability of profit for appropriation.

SUBSIDIARY COMPANIES

During the year under review, your Company had following subsidiaries:

- Indus-League Clothing Limited

- Indus Tree Crafts Private Limited

- Aadhaar Retailing Limited

- Future Consumer Enterprises Limited

- Future Consumer Products Limited

- Lee Cooper (India) Limited

Pursuant to the general circular No. 2/2011 and 3/2011 dated 8th February, 2011 and 21st February, 2011 respectively issued by Ministry of Corporate Affairs ("MCA") and in terms of the general exemption granted by MCA copies of balance sheet, the profit and loss account, report of the Board of Directors and that of the Auditors in respect of the subsidiaries as on 31st March, 2011 have not been attached to the Balance Sheet of your Company.

The aforesaid documents in respect of the respective subsidiary companies will be made available upon a request made by any Shareholder of the Company interested in obtaining the same. These documents in respect of aforesaid subsidiary companies are also available for inspection at the registered office of the Company and that of the respective subsidiaries. However, as directed by MCA, the financial data of subsidiaries has been furnished under 'Financial Information on Subsidiary Companies' forming part of the Annual Report.

The Audited Consolidated Financial Statements made in accordance to the applicable Accounting Standards forms part of this Annual Report.

RBI REGULATIONS

Your Company is a Non-Deposit Accepting or Holding Systemically Important Non-Banking Finance Company ("SI-ND- NBFC") and is in compliance to the applicable regulations prescribed by the Reserve Bank of India ("RBI"). On an application made by the Company, RBI has granted provisional exemption to the Company from compliance to thresholds prescribed under Para 18 of the Prudential Norms in respect of concentration of credit/investment norms.

Your Company has complied with the regulations of RBI as on 31st March, 2011 as are applicable to it as a SI-ND-NBFC.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public during the year under review and shall not accept any deposits without obtaining prior approval of the Reserve Bank of India.

DIRECTORS

Mr. Jagdish Shenoy and Mr. Gaurav Burman have been appointed as Additional Directors of the Company with effect from 10th August, 2010 and 16th July, 2011 respectively. In accordance to the provisions of Section 260 of the Companies Act,1956, the Additional Directors so appointed shall hold office only upto the date of the ensuing Annual General Meeting. Individual notices proposing candidature for office of aforesaid Directors have been received from Shareholders of the Company in accordance with the provisions of the Section 257 of the Companies Act, 1956.

During the year, Mr. Rakesh Jhunjhunwala has resigned from the Board of Directors of the Company with effect from 4th August, 2010.

In terms of the provisions of the Companies Act, 1956, Mr. Anil Harish retires from the Board of Directors of the Company by rotation and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting.

None of the Directors are disqualifi ed for appointment / re-appointment under Section 274(1)(g) of the Companies Act,1956.

The Notice convening the ensuing Annual General Meeting includes the proposals for appointment / re-appointment of aforesaid Directors. A brief resume of the Directors seeking appointment / re-appointment at the ensuing Annual General Meeting and other details as required to be disclosed in terms of Clause 49 of the Listing Agreement forms part of the Notice of the ensuing Annual General Meeting. None of the Directors are related inter-se to each other.

CORPORATE GOVERNANCE

Report on Corporate Governance together with Auditors' Certificate as required under Clause 49 of the Listing Agreement forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report as required under Clause 49 of the Listing Agreement is presented separately and forms part of this Report.

CONSOLIDATED FINANCIAL

STATEMENTS

Pursuant to the provisions of Clause 41 of the Listing Agreement and that of the Accounting Standard AS-21 on Consolidated Financial Statements read

with Accounting Standard AS-23 on Accounting for Investment in Associates and Accounting Standard AS-27 on Financial Reporting of Interest in Joint Ventures, the Audited Consolidated Financial Statements have been prepared on the basis of audited financial statements received from the subsidiary companies and the joint ventures, as approved by their respective Board of Directors.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of the Company hold office until conclusion of the ensuing Annual General Meeting. The Statutory Auditors have expressed their willingness to continue if so appointed, and have issued a Certificate to the Company as required under Section 224 (1B) of the Companies Act, 1956, to the effect that their re-appointment, if made, would be in conformity with the limits specifi ed in the said section.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement it is hereby confi rmed:

1. that in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. that 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 the profit of the Company for that period;

3. that the Directors had taken proper and sufficient care 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;

4. that the Directors have prepared the annual accounts for the fi nancial year ended 31st March, 2011, on a going concern basis.

PARTICULARS OF EMPLOYEES AND

EMPLOYEE STOCK OPTION PLAN-

2011

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the name and other particulars of certain employees are required to be set out in an Annexure to the Directors' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors' Report excluding the aforesaid information is being sent to all the Shareholders of the Company and other entitled thereto. Shareholders who are interested in obtaining such particulars may write to the Company at its Registered office.

Pursuant to the approval granted by the Shareholders at the 14th Annual General Meeting held on 10th August, 2010, your Company has implemented 'FVIL Employees Stock Option Plan-2011' and has granted Options in terms thereof. The disclosure as required under the Securities and Exchange Board of India (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999 are annexed and forms part of this Report (Annexure 1).

GROUP

Pursuant to an intimation received from the Promoter(s) and in accordance with regulation 3(1) (e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 regarding identifi cation of persons constituting 'Group' (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act,1969) are disclosed in this Report as separate disclosure. (Annexure 2).

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE INFLOW/ OUTFLOW, ETC

The requirement for disclosure in respect of Conservation of Energy, in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable to the Company. However the Company takes all possible efforts towards energy conservation.

The requirement of disclosure with regard to technology absorption does not apply to the Company as the activities in which the Company operates does not require any technology.

The details in respect of Foreign Exchange outgo during the year under review, is provided in Note II(8) in Notes to Accounts under Schedule 10 forming part of the Balance Sheet and profit and Loss Account.

ACKNOWLEDGEMENT

Your Directors would like to thank and place on record their appreciation for the support and co-operation provided to your Company by its Shareholders, Future Group entities, and in particular, their employees, regulatory authorities and its bankers. Your Directors would also like to place on record their appreciation for the efforts put in by employees of the Company during the year.

On behalf of the Board of Directors

Sd/-

G.N.Bajpai

Chairman Date: 16th July, 2011

Place: Mumbai