DIRECTORS' REPORT

DEAR MEMBERS,

Your Directors present herewith 19th Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the year ended March 31, 2016

2. Performance Review

During the year under review, your Company has opened 8 departmental stores i.e. one store each at Mangalore International Airport, Meerut, Kolhapur, Kolkata, Jaipur, New Delhi and two stores at Bengaluru taking its chain of stores to 77 stores (including five airport stores) spread across India. Further, the Company also has 18 HomeStop stores.

The revenue of the Company is Rs. 343,450.83 lacs (previous year Rs. 306,763.15 lacs), registering a growth of 11.96% y-o-y basis. The net profit achieved was Rs. 2,517.62 lacs (previous year Rs. 4,073.53 lacs).

3. Dividend

The Company has paid an Interim Dividend of 15% (i.e. Rs. 0.75 per equity share) of Rs. 5/- each (previous year Rs. 0.75 per equity share of Rs. 5/- each as the final dividend

The Company has declared 15% dividend, since the financial year 2005-06 (except in the financial year 2008-09, where no dividend was declared) and it is proposed to continue with the same percentage of dividend for the current year as well. Further, in order to conserve resources for expansion plans of the Company, the Directors do not recommend any further dividend and considered the said interim dividend as the final dividend.

During the year, the unclaimed dividend pertaining to the financial year 2007-08, was transferred to Investor Education & Protection Fund established by the Central Government in compliance with Section 205C of the Companies Act, 1956. Prior to transferring the aforesaid dividend, the Company has sent reminders to the concerned shareholders for submitting their claims for unclaimed dividend.

4. Finance

The Company continues to focus on judicial management of its working capital with various initiatives for bringing down the cost of borrowings. The costs of facilities such as commercial paper, working capital demand loans, vendor bill discounting facility, etc. were kept under check through its continuous monitoring. The Company has also taken long-term loans at very competitive interest rates.

5. Credit Rating

During the year, the following credit ratings were assigned to the Company: 1. India Ratings & Research Private Limited (A Fitch Group Company):

• IND A1 for Commercial Paper Programme of Rs. 500 million.

• IND A1 for Short-Term Debt Programme/Commercial Paper of Rs. 1000 million.

2. Credit Analysis & Research Limited has assigned the following credit ratings:

• CARE A (Single A) for the long-term bank facilities amounting to Rs. 682 crore and CARE A1 (A One) for the short-term bank facilities amounting to Rs. 21.50 crore.

• CARE A1 (A One) for Commercial Paper Issue/Short-Term Debt Issue amounting to Rs. 100 crore.

• CARE A (Single A) for Non-Convertible Debenture issue amounting to Rs. 100 crore.

3. CRISIL Limited has assigned CRISIL A1 rating for Commercial Paper of Rs. 100 crore.

6. Subsidiary & Joint Venture Companies

Hypercity: Hypercity Retail (India) Ltd; the subsidiary Company achieved the total revenue (net of taxes) of Rs. 93,462.81 lacs (previous year Rs. 90,768.49 lacs), registering a growth of 3.0%, year on year basis. Hypercity has operated 14 stores for full year.

Hypercity has posted net loss of Rs. (9,290.13 lacs) (previous year net profit of Rs. 1,347.7 lacs). The outstanding inter corporate deposits as on March 31, 2016 was Rs. 14,500 lacs (maximum outstanding during the year was Rs. 17,500 lacs).

During the year under review, the rights of 163,040,500 7% Cumulative Redeemable Preference Shares (CRPS), held in Hypercity by the Company were varied to make them Compulsorily Convertible Preference Shares (CCPS), with the conversion ratio of 5:1 i.e.

5 CCPS of Rs. 10/- each were converted into 1 equity share of Rs. 10/- each. Accordingly, on March 15, 2016, the Company was allotted 32,608,100 equity shares of Rs. 10/- each.

Further the terms of 131,070,000 7% Compulsorily Convertible Preference Shares of Rs. 10/- each (CCPS) held in Hypercity by the Company, were varied and converted into equity shares on March 15, 2016 instead of August 31, 2017. The Company was allotted 26,214,000 equity shares of Rs. 10/- each.

Crossword: Crossword Bookstores Ltd.; the wholly owned subsidiary has launched & closed certain stores during the year under review, taking its chain strength to 90 stores across the Country. The revenue of the Company during the year under review was Rs. 9,848.24 lacs vis a vis (previous year Rs. 9,038.66 lacs). Crossword has posted net loss of Rs. (295.19 lacs) for the year under review, against a net loss of Rs. (716.13 lacs) in the previous year. The outstanding inter corporate deposits as on March 31, 2016 was Rs. 766.26 lacs (maximum outstanding during the year was Rs. 766.26 lacs).

During the year under review, the rights of 1,00,00,000 6% Cumulative Redeemable Preference Shares (CRPS), held in Crossword, were varied to make them Compulsorily Convertible Preference Shares (CCPS), with the conversion ratio of 2.5:1 i.e. 2.5 CCPS of Rs. 10/- each were converted into 1 equity share of Rs. 10/- each. Accordingly, on March 15, 2016, the Company was allotted 40,00,000 equity shares of Rs. 10/- each.

Timezone: Timezone Entertainment Private Ltd.; is engaged in the business of operating Family Entertainment Centers (FEC) under the “Timezone” brand. There are 26 FECs which are set up and operated at leading shopping malls by Timezone. The revenue during the year under review was Rs. 59.07 crores (Previous year Rs. 55.54 crores), registering a growth of 6% y-o-y basis. Timezone has incurred the loss of Rs. (1.85) crores against previous year’s profit of Rs. 1.23 crores.

Nuance Group: The Nuance Group AG and the Company have formed a Joint Venture called Nuance Group (India) Pvt. Ltd., to operate the Duty Free stores at International Airports in India. During the year under review, sales growth on Like to Like basis is 16%, mainly resulting from growth in passengers vs last year. It has delivered profit after tax of Rs. 7.2 crore. It is a part of the Company’s policy and practice to constantly monitor its investments. Pursuant to this policy, during the year under review, the Company made a provision for impairment to an extent of Rs. 23.81 crores, towards diminution in value of investment, in Nuance Group (India) Pvt. Ltd;

a Joint Venture Company.

The other subsidiaries of the Company viz; Upasna Trading Ltd; Shopper’s Stop Services (India) Ltd.; Shopper’s Stop.Com (India) Ltd.; and Gateway Multichannel Retail (India) Ltd.; either have insignificant or no operations during the year under review.

During the year under review, no company has become or ceased to be a subsidiary, joint venture entity or associate company. The financial statements along with the report of Directors and Auditors thereon of the above mentioned subsidiary companies are kept open for inspection by the members at the Registered Office of the Company. These statements are also available on the website of the Company www.shoppersstop.com.

7. Consolidated Financial Statements

The Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India. These Statements, together with Auditors’ Report thereon forms part of the Annual Report.

The statement containing the salient features of a company’s subsidiaries and joint venture companies under Section 129 of the Companies Act, 2013, in the prescribed form is attached to the Financial Statements.

8. Employees Stock Option Plan

The Company has granted 3,275 Employee Stock Options at a grant price of Rs. 404/- per option under ESOP Scheme 2008 to an employee of the Subsidiary Company. The Nomination and Remuneration & Corporate Governance Committee of the Company, inter-alia, administers and monitors the Employees Stop Option Scheme in accordance with the SEBI Guidelines.

During the year under review, the Company has allotted 94,141 equity shares of Rs. 5/- each on exercise of vested options by certain employees of the Company and its subsidiary Companies under the ESOP Scheme 2008.

The particulars as required to be disclosed pursuant to the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and its disclosure requirements is annexed herewith as Annexure I. The same is also uploaded on the website of the Company at www.shoppersstop.com.

The Company has received a certificate from its Auditors, that the scheme has been implemented in accordance with SEBI Guidelines and resolution passed by the Shareholders of the Company. The said Certificate would be placed at the ensuing Annual General Meeting of the Company.

9. Human Resources

The Company continues to introspect and strengthen its core competencies by redefining its Values and Vision. People development continues to be a key focus area and to have a sustained learning environment, the employees are being coached and empowered to coach others. Reaffirming a strong belief in inclusion and equality and a zero tolerance on harassment, customised workshops and focused discussions are being conducted. To create a leadership pipeline across the system, assessments are being conducted to have fair and transparent performance evaluation. Taking new initiatives to further align its Human Resource policies to meet the growing needs of its business continues to be a constant endeavour. Special designed training modules for the frontline employees are being delivered from time to time to meet the training needs of the employees. Infusion of technology in the learning space is helping the Company to maximise knowledge percolation, enable speedy coverage of information and monitor & address learning requirements of the employees. As on date of the Balance Sheet, the Company had a total of 7,440 employees.

10. Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, a Corporate Social Responsibility Committee has been constituted by the Board of Directors of the Company. The Committee comprises Ms. Abanti Sankaranarayanan, as a Chairperson and Mr. Ravi Raheja, Mr. Gareth Thomas and Mr. Govind Shrikhande as members.

The CSR Policy may be accessed on the Company’s website at the link: http://corporate.shoppersstop.com/uploaded_files/6a821c5- ec98.pdf. The report on CSR is annexed herewith as Annexure II.

11. Directors & Key Managerial Personnel

In accordance with the provisions of the Section 152 of the Companies Act, 2013, Mr. B. S. Nagesh (DIN 00027595) Non-Executive & Non-Independent Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment. His brief profile is provided in the Notice convening the ensuing 19th Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').

Mr. Avnish Bajaj (DIN 00281547), resigned as a Director of the Company w.e.f. July 31, 2015 due to his personal commitments. The Board of Directors records its sincere appreciation and recognition of the valuable contribution and services rendered by him during his association with the Company.

There is no change in the Key Managerial Personnel of the Company during the year under review.

12. Performance Evaluation

In compliance with the Companies Act, 2013 & Listing Regulations, the performance evaluation of the Board, its specified Committees and individual directors was carried out during the year under review. More details on the same are provided in Corporate Governance Report.

13. Familiarisation Programme for Independent Directors

The familiarisation programme for Independent Directors which also extends to other Non-Executive Directors, aims to familiarise them with the Company, nature of the retail industry, business model, processes & policies, etc., and also seeks to update them on the roles, responsibilities, rights and duties under the Companies Act, 2013 and other statutes.

Presentations are regularly made to the Board of Directors, Audit Committee/Nomination and Remuneration & Corporate Governance Committee members on various related matters, where Directors interact with executive committee members of the Company. These Presentations inter-alia cover the Company’s strategy, business model, operations, markets, products, finance, risk management framework, financial performance, budget & control process and such other area as may arise from time to time.

The details of the said programme has been posted on the Company’s website at web link: http://corporate.shoppersstop.com/ Investors/Training.aspx.

14. Remuneration Policy

The Board of Directors has on the recommendation of the Nomination and Remuneration & Corporate Governance Committee has framed a policy for selection and appointment of Directors, senior management and their remuneration. The said policy is annexed herewith as Annexure III.

15. Disclosures Under the Companies Act, 2013

Extract of Annual Return: The details forming part of extract of the annual return in Form MGT-9 is annexed herewith as Annexure IV.

Meetings of the Board of Directors: The Board of Directors met 4 (four) times in the year under review. The details about the board meetings and the attendance of the directors are provided in Corporate Governance Report.

Change in Share Capital: During the year under review, the Company has allotted 94,141 equity shares of Rs. 5/- each on exercise of vested options by certain employees under the ESOP Scheme.

Audit Committee: The Audit Committee comprises four Non-Executive Directors i.e. Mr. Deepak Ghaisas, as the Chairman, Mr. Ravi C. Raheja, Prof. Nitin Sanghavi and Mr. Manish Chokhani as the members. The Board of Directors has accepted the recommendations made by Audit Committee from time to time.

Related Party Transactions: All related party transactions that were entered into during the financial year were on arm’s length basis and were in ordinary course of business of the Company. During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Related Party Transactions Policy, including policy for determining material subsidiaries and on materiality of related party transactions, as approved by the Board of Directors is uploaded on the Company’s website and is accessible at the web link: http:// corporate.shoppersstop.com/uploaded_files/70ad1c1-7375.pdf.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm’s length basis, the disclosure under form AOC-2 is not applicable. However, the Directors draw attention of the members to Notes to the stand alone financial statement which sets out related party disclosures.

All the related party transactions are presented to the Audit Committee and the Board of Directors. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all such related party transactions is presented before the Audit Committee and Board on a quarterly basis, specifying the nature and value of these transactions.

Particulars of Loans, Guarantees or investments: The details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the Notes to the Financial Statements.

Other Disclosures: The Board of Directors state that no disclosure and / or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

• Details relating to deposits covered under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this report.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Managing Director of the Company has not received any remuneration or commission from any of the Company’s subsidiaries.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

The Company has adopted a policy for prevention of sexual harassment at work place and is fully committed to comply with its various provisions. The policy inter-alia provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. During the year under review, there were fourteen complaints received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The same has been disposed of completely.

16. Material Related Party Transactions

Pursuant to the provisions of the Securities and Exchange Board of India (“SEBI”) Circular No. CIR/CFD/POLICY CELL/2/2014 dated April 17, 2014 read with Circular No. CIR/CFD/POLICY CELL/7/2014, dated September 15, 2014, under clause 49 of the Listing Agreement, the Company had obtained an approval, in respect of the material related party transactions with Hypercity Retail (India) Ltd; the subsidiary Company, from the members at its 18th Annual General Meeting.

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘LODR’) was notified on September 2, 2015 wherein, pursuant to Regulation 23 (8), all existing material related party contracts and arrangements as on the date of the notification of LODR and which may continue beyond such date shall be placed for approval of members in the first General Meeting subsequent to the said notification.

The Company had entered into the various transactions with Hypercity Retail (India) Ltd; a subsidiary, and are continuing beyond September 2, 2015, the date of notification of LODR. The details in respect of these transactions are provided in the explanatory statement to the Notice convening the ensuing 19th Annual General Meeting of the Company. Accordingly, these material related party contracts or arrangements is placed before the members for their approval at the ensuing Annual General Meeting of the Company.

17. Risk Management

In line with the regulatory requirements, the Company has formally framed a Risk Management Policy to identify and assess the key risk areas, monitor and report the compliance and effectiveness of the same. A Risk Management Committee has been constituted to oversee the risk management process in the Company. The committee has reviewed the major risks which affect the Company from both the external and the internal environment perspective. Appropriate actions have been initiated to mitigate, partially mitigate, transfer or accept the risk (if need be) and monitor the risks on a regular basis. Based on the detailed review the following key risks inter-alia has been identified:

Internet Usage: India’s Internet user base is currently third largest in the world. This, coupled with the rising consumer confidence in online retail, is driving the growth of e-commerce in the country. With a significant number of Indian consumers turning Internet users, and eventually, online shoppers, selling through the online channel is set to redefine retail. The Company in order to counter the impact of loss in business due to online e-commerce sales, has designed a two pronged strategy which includes, Omni-channel approach to driving sales with the emphasis on seamless and engaging customer experience and plans to sell products and brands online via tie up with leading online e-commerce portals.

Development of new technologies: E-commerce Platforms being adopted by Brands themselves or by B2C & B2B Applications; as well as the obsolescence of older technologies could have a significant impact on the performance of the Company. The Company will be making focused and substantial investments to embrace new technologies and infrastructure for the Omni channel, which is a combination of physical store and online site.

Vendor production capacity/supply reaching full capacity bottlenecks: The Company’s expansion plans combined with renewed vigour on the e-commerce retail segment & possible new entrants in the brick & mortar segment of retail, these factors may trigger a constraint in terms of vendors reaching their production/supply capacity. The Company is looking at establishing new sources within and outside India, to mitigate the problem.

Economic Slowdown: Economic slowdowns have a direct impact on consumption. Retail being the end service provider of consumption in the supply/Value chain, is bound to face difficulties in an environment of economic slowdown. The Company continuously looks at stepping up the marketing activities and strong cost control to protect its profitability.

18. Internal Financial Control

The Company has laid down internal financial control's, through a combination of Entity level controls, Process level controls and IT General controls inter-alia to ensure orderly and efficient conduct of business, including adherence to the Company's policies and procedures, accuracy and completeness of accounting records and timely preparation and reporting of reliable financial statements/ information, safeguarding of assets, prevention and detection of frauds and errors.

The evaluation of these internal financial controls was done through the internal audit process, established within the Company and also through appointing professional firm to carry out such tests by way of systematic internal audit programme. Based on the review of the reported evaluations, the directors confirm that, for the preparation of financial accounts for the year ended March 31, 2016, the applicable Accounting Standards have been followed and the internal financial controls are generally found to be adequate and were operating effectively and that no material weaknesses were noticed.

19. Whistle Blower/Vigil Mechanism

The Company has established a Vigil Mechanism and adopted a whistle blower policy for its directors and employees, to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The mechanism provides adequate safeguards against victimisation of persons who use this mechanism. The brief detail about this mechanism has also been posted on the website of the Company.

20. Corporate Governance

The Company has complied with the corporate governance requirements as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on corporate governance and the certificate from the Statutory Auditors of the Company, confirming the compliance is annexed and forms part of the Annual Report. The specified information about the elements of remuneration such as salary, benefits, bonuses, stock options, pension, etc., of all the directors, details of fixed component and performance linked incentives along with the performance criteria; service contracts, notice period, severance fees; stock option details are provided in said Corporate Governance Report.

21. Management’s Discussion and Analysis

Management’s Discussion and Analysis for the year under review, as stipulated in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

22. Code of conduct for the prevention of Insider Trading

The Board of Directors has adopted the Code of Internal Procedures and Conduct for regulating, monitoring and reporting trading by designated persons in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The said code lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the securities of the Company. The Code of fair disclosure of unpublished price sensitive information is available on our website http://corporate.shoppersstop.com/uploaded_ files/3cd8391-7d65.pdf

23. Listing Agreement

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was notified on September 2, 2015, with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from December 1, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company has entered into Listing Agreement with BSE Ltd. and the National Stock Exchange of India Ltd.

24. Auditors

Statutory Auditors

Deloitte Haskins & Sells LLP (Registration no. 117366W/W-100018), Chartered Accountants, Mumbai, who are the Statutory Auditors of the Company, hold office till the conclusion of Twentieth Annual General Meeting of the Company, subject to ratification  of their appointment at this Annual General Meeting, pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under.

They have confirmed their eligibility and are not disqualified for appointment under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have confirmed that they have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of ICAI.

The Audit Committee and the Board of Directors recommend the ratification of appointment of Deloitte Haskins & Sells LLP, as the Statutory Auditors of the Company. The members are requested to ratify appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, as Statutory Auditors of the Company and to authorise the Board to fix their remuneration.

The Auditors’ Report to the members for the year under review does not contain any qualification, reservation, adverse remark or disclaimer. The Auditor has not reported any fraud to the Company required to be disclosed under Section 143(12) of the Act.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the Company has appointed V. Sundaram & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report issued by them, is annexed herewith as Annexure V. The said report does not contain any qualification, reservation, adverse remark or disclaimer.

25. Energy Conservation, Technology Absorption and Foreign Exchange

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure VI. The foreign exchange earnings was Rs. 8,078.52 lacs and outgo was Rs. 3,950.74 lacs.

26. Demat Suspense Account Unclaimed Shares

As on date there are 13 members, holding 700 equity shares of Rs. 5/- each (post sub-division) allotted in Initial Public Offering of 2005, lying in the escrow account due to non-availability of their correct particulars. Despite various reminders to them, by Karvy Computershare Private Limited, our Registrar and Share Transfer Agent, no response has been received. As a result, the said unclaimed shares have been credited to ‘Shoppers Stop Ltd - Unclaimed Shares Demat Suspense Account’. Such members may approach the Company with their correct particulars and proof of their identity for crediting requisite shares from Demat Suspense Account to their individual Demat Account. During the year under review, no shares were transferred from the suspense account to any of the aforesaid members. The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

27. Particulars of Employees

In terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this report. Further, the disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during business hours on working days up to the date of ensuing Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The Annual Report including the aforesaid information is also available on the Company’s website.

28. Directors’ Responsibility Statement

Pursuant to the requirements of Section 134 of the Companies Act, 2013, the Board of Directors confirms that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) appropriate accounting policies have been selected and applied them consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2016 and of the profit of the Company for the year ended on March 31, 2016;

c) proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;

e) the proper internal financial controls has been laid down and that the internal financial controls were adequate and were operating effectively;

f) the systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively.

29. Awards and Recognition

During the year under review, your Company received many awards and felicitations conferred by reputable organisations. Some of them are:

1. “Economic Times – Excellence In Supply Chain & Logistics Award” established by Economic Times.

2. “QUALITY EXCELLENCE AWARD – Supply Chain Sustainability” for the Company's Supply Chain team at the World Quality Congress.

3. Most Admired Enterprise Solution Implementation and; Most Admired Retailer of the year - Department Store 2015 at Images Retail Forum, 2015.

4. “Best Supply chain company in Retail vertical” at ‘Express Logistics and Supply Chain’ Forum conducted by Kamikaze B2B Media.

5. “The Most Respected Company in Retail” by Business World Magazine for the fifth year in a row.

30. Material Changes

There are no material changes and commitments affecting the financial position of the Company occurred between March 31, 2016 and the date of this report of Board of Directors to you.

31. Acknowledgement

Your Directors wish to express their appreciation to all customers, business partners, suppliers, banks and financial institutions for their continued support and co-operation extended by them.

Your Directors also place on record their sincere appreciation to all associates of the Company for their unstinted commitment towards the growth of the Company.

The Directors acknowledges the confidence and faith reposed by Shareholders in the Company and look forward to their continued support in future as well.

For and on behalf of the Board of Directors

Chandru L. Raheja

Date : May 3, 2016

Place : Chairman