To the Members,
The Directors are pleased to present the Annual Report along with the Audited Financial Statements for the period from 1st April, 2016 to 31st March, 2017.
1. FINANCIAL RESULTS
Highlights of Financial Results for the year are as under:
Rs. in crores
Turnover & Operating Income
Profit before Finance Costs, Depreciation and Amortisation Expenses,
Extraordinary Items & Tax Expenses
Less : Finance costs
Profit before Depreciation and Amortisation Expenses,
Extraordinary Items & Tax Expenses
Less : Depreciation and Amortisation Expenses
Profit before Extraordinary Items and Tax Expenses
Less : Exceptional Items
Profit Before Tax
Share of profit/(loss) of Joint Ventures
Profit After Tax
FY2016-17 was a mixed year for global economies with improving economic condition but new challenges emerging. Global trade growth in 2016 recorded its weakest performance since the global financial crisis. US saw a marked slowdown in economic growth in 2016 over the previous year. However, in spite of relatively weak underlying growth, unemployment in the economy continues to decline leading to high consumer confidence. Euro zone was shaken by UK’s referendum on exiting the European Union which led to sharp depreciation both in Euro and GBP. However, the Euro zone showed a lot of resilience post the Brexit and confidence in the regions remained high. Consumer demand was steady for most of the year thanks to continuously falling unemployment rate. China continues to face pressure on capital outflows and saw its currency depreciating in FY17 which provided some support to their exports.
Indian economy continued to grow at a strong pace albeit slower than previous year. Government Agencies expect the economy to grow at 7.1% in 2016-17, slowing from 7.6% in the previous financial year. A few key acts including long awaited GST Act was finally approved paving the way for its implementation in the current financial year. Consumer spending got a huge shock when Government demonetised two highest denominated currency bills. However, as the year progressed, demand recovered and achieved normalcy by 4th quarter. Thanks to the sustained lower crude prices and good monsoon, inflation also remained in check.
In this economic scenario, your company delivered a growth of 15.3% in revenue while Operating Earnings before Interest, Depreciation and Taxes (EBITDA) was down 1% during FY2016-17. Strong growth of 26% in our brands and retail business drove the growth in overall revenue. Profit before taxes for the year was Rs.436 crores, a growth of 0.4% over the previous year.
A detailed analysis of the financial results is given in the Management Discussion and Analysis Report which forms part of this report.
Your Directors have recommended a dividend of 24% i.e. Rs.2.40 per equity share of Rs.10 each for the year ended on 31st March, 2017. The dividend, if approved by the members, would involve a cash outflow of Rs.74.67 crores (inclusive of tax on dividend).
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. The Board has approved and adopted the Dividend Distribution Policy and the same is available on the Company’s Website at: http://www.arvind.com/pdf/shareholding/2016/Policies/DividendDistributionPolicy.pdf
4. TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount to reserves.
5. SHARE CAPITAL
During the year 2016-17, your Company has allotted 1,16,000 Equity Shares of Rs.10 each to the eligible employees pursuant to the exercise of stock options granted in terms of the Employees Stock Option Scheme 2008 (ESOS) of the Company.
Consequently, the paid up Equity Share Capital of the Company stood at Rs.258.36 crores.
During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares.
6. EMPLOYEE STOCK OPTION SCHEME (ESOS)
The Company has instituted the Employees Stock Option Scheme (ESOS) to grant equity based incentives to certain eligible employees and directors of the Company and its subsidiary companies. During the year under review, the Nomination and Remuneration Committee has granted 9 lakhs stock options to the wholetime Director and Chief Financial Officer of the Company at an exercise price of Rs.316.50 per option, representing one equity share for each option upon exercise. Details of the shares issued under Employee Stock Option Scheme (ESOS) and also the disclosures in compliance with Section 62 of the Companies Act, 2013 and Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014 are set out in “Annexure -A’’ to this report.
7. DISCLOSURE UNDER SECTION 67 (3) (C) OF THE COMPANIES ACT, 2013
No disclosure is required under section 67 (3) (c) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.
The Company has repaid the installments of Term Loans amounting to Rs.995 crores during the current year. The Company has also made fresh borrowings of Rs.583 crores C 530 crores from subsidiaries) for funding capital expenditure and other requirements. Long Term Debt of the Company stands to Rs.1189 crores C 530 crores loan from subsidiaries) as on 31st March, 2017.
9. FIXED DEPOSITS
During the year under review, your Company has not accepted or renewed any Deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement of furnishing details of deposits which are not in compliance with Chapter V of the Act, is not applicable.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
11. INDIAN ACCOUNTING STANDARDS (Ind AS)
As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (“Ind AS”) from 1st April, 2016 with a transition date of 1st April, 2015. The Financial Results for the year 2016-17 have been prepared in accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other recognized accounting practices and policies to the extent applicable. The Financial Results for all the periods of 2016-17 presented have been prepared in accordance with Ind AS.
12. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and form part of this Annual Report.
13. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Arvind Ltd. believes in inclusive development of the community where we operate and the society at large. Our development programs endeavour to create a positive impact on the community by empowering people with knowledge and skills and providing institutional support for growth and development. We have created a synergistic alignment between our social and economic goals while working with the underserved community.
Our initiatives in the realm of social development are undertaken by Strategic Help Alliance for Relief to Distressed Areas (SHARDA) Trust and Narottam Lalbhai Rural Development Fund (NLRDF).Both these organizations have been working on programs of social renewal with urban and rural poor respectively. In addition to this, we set up The Arvind Foundation in the year 2015-16 as a Section 8 company to act as an umbrella organization to strengthen and expand the present initiatives.
We also partner with likeminded individuals, organisations, Government, Corporate, Academic Institutions, Research, Development and Training bodies and NGOs which bring specific expertise.
Initiatives undertaken by SHARDA Trust:
Gyanda is a unique supplementary education model designed for primary, secondary and higher secondary school going children studying in Municipal Schools. It prevents these children from dropping out and helps them complete their basic education from standard V to XII, while focusing on improving their academic performance and overall personality development, leading them to become last generation in poverty. The Gyanda approach works on a multipronged strategy - providing academic support in form of tutoring and mentoring, financial support in the form of sponsorships for continuing education, mentoring support for overall personality development and parent support in each and every stage of their education to have a dream about their children.
At present there are around 1200 students in our system and we plan to expand the program rapidly.
Primary Health Centres - Powered By Arvind: Considering the lack of facilities for credible, affordable and quality primary healthcare in Ahmedabad, Arvind Limited established Arvind Medical Centres in Association with Swasth India Foundation. These Primary Health Centres provide quality healthcare to people that include -Doctor (consultation), Diagnosis (Pathological Tests), Drug (Strip Packed Quality Medicines), Dental Care and Day Time Care when required. 3 centres have been set up during the financial year - 2 in Ahmedabad and 1 in Khatraj (Taluka -Kalol, District- Gandhinagar). All the 3 centres are operational and are providing quality care to people.
Rural Development Initiatives undertaken by NLRDF:
NLRDF focuses its efforts to make the rural community self-reliant, prosperous and growth oriented. We are currently working in 3 districts of Gujarat reaching out to a population of around 35,000 people. NLRDF believes in creating synergies and hence we actively work towards linking government programmes with the rural poor to increase the efficiency and effectiveness of the delivery process.
Through NLRDF, the company has undertaken initiatives of women and child development (focusing on improving maternal and infant nutrition), HIV / AIDS awareness, promoting organic farming, skill development program for women and youth, community health, better sanitation practices, micro enterprise development and many more.
The Annual Report on CSR ACTIVITIES in prescribed format is enclosed with this in “Annexure-B’’.
14. HUMAN RESOURCES
The Company believes that Human Resources play a significant role in achieving its business vision. Hence, the Company continues to invest on hiring the best talent from other industries, developing and retaining the available talent to ensure a sustainable talent supply within the organization. The Company provides various opportunities to the employees to develop and hone their skills to take up higher responsibilities in the organization.
A well - defined competency framework outlines the leadership behaviours expected from employees to be successful in Arvind. The Company also uses various communication channels to seek employees’ feedback about the overall working environment and the necessary tools and resources they need to perform at their best potential.
Diverse employee engagement initiatives are launched to ensure employees of various age and background continue to be effective in their roles and build meaningful career at Arvind.
The Group’s Corporate Human Resources plays a critical role in company’s talent management process.
15. RISK MANAGEMENT
The Company has a robust Enterprise Risk Management framework which enables it to take certain risks to remain competitive and achieve higher growth and at the same time mitigate other risks to maintain sustainable results.
Under the framework, the Company has laid down a Risk Management Policy which defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company, through its employees and Executive Management, continuously assess the identified Risks, the Audit Committee reviews the identified Risks and its mitigation measures annually.
The Company has identified 19 Risks - 4 Strategic Risks, 12 Operational Risks & 3 Regulatory Risks. Key Strategic Risks include geographical concentration of its manufacturing capacity, reputational risk, changing customer preference from cotton to blends & business continuity planning. Key Operating Risks include fluctuation in cotton prices, labour unrest, increased global and local competition, customers credit risk, sales channel disruption, customers’ concentration & fluctuation on foreign exchange rates. Regulatory Risks include changes in taxation regime, bilateral/multilateral trade agreements, government policies with respect to textiles & regulatory compliances.
16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has an Internal Audit Department with adequate experience and expertise in internal controls, operating system and procedures. In discharging their role and responsibilities, the department is supported by an external audit firm.
The Internal Audit Department reviews the adequacy of internal control system in the Company, its compliance with operating systems and laid down policies and procedures. Based on the report of internal audit function, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
17. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company www.arvind.com
18. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
As on 31st March, 2017, the Company has 22 subsidiaries (Direct or Indirect) and 5 joint venture companies.
During the year under review, the Company has incorporated/ acquired the following companies as subsidiaries/joint ventures (Direct or Indirect):
1. Arvind Fashions Limited (Subsidiary)
2. Arvind Ruf & Tuf Private Limited (Subsidiary)
3. Arvind Premium Retail Limited (Subsidiary)
4. Arvind True Blue Limited (Subsidiary)
During the year under review, the following subsidiaries ceased to be the subsidiaries of the Company.
1. Asman Investments Limited
2. Arvind Accel Limited
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is attached to the Financial Statements. The separate audited financial statements in respect of each of the subsidiary shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of each of the subsidiary are also available on the website of the Company at www.arvind.com
The Company has framed a policy for determining material subsidiaries, which has been uploaded on company’s website www.arvind.com
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors consists of 10 members, of which six are Independent Directors. The Board also comprises of one women Director.
As approved by the shareholders at the Annual General Meeting (AGM) held on 4th August, 2016, Mr. Sanjay Lalbhai (DIN: 00008329) was appointed as the Chairman and Managing Director of the Company for a period of five years, with effect from 1st April, 2017.
As per the provisions of Section 152 (6) of the Act, Mr. Jayesh Shah (DIN:00008349) shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment as the Director of the Company.
The Board of Directors had, on recommendation of Nomination and Remuneration Committee, re-appointed Mr. Punit Lalbhai and Mr. Kulin Lalbhai as Executive Directors of the Company for a further period of 5 years from 1st August, 2017 to 31st July, 2022 and approved the remuneration payable to them for the said period.
As per the provisions of Section 203 of the Companies Act, 2013, Mr. Sanjay Lalbhai- Chairman and Managing Director, Mr. Jayesh Shah-Whole time Director and Chief Financial Officer and Mr. R.V. Bhimani-Company Secretary are the key managerial personnel of the Company.
20. FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
21. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is explained in the Corporate Governance Report forming part of this Report.
22. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report are also available on the Company’s website www.arvind.com
23. DECLARATION OF INDEPENDENCE
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
24. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
A calendar of Meetings is prepared and circulated in advance to the Directors.
During the year under review, 5 meetings of the Board were held. The details of the meetings are provided in the Corporate Governance Report forming part of this Report.
25. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
a. in preparation of the annual accounts for the financial year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
c. they have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls, which are adequate and are operating effectively;
f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
26. RELATED PARTY TRANSACTIONS
All the related party transactions are entered on arm’s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company’s financial statements in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
The Policy on Related Party Transactions as approved by the Board is available on Company’s website www.arvind.com
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
A. Statutory Auditors
As per the provisions of Section 139 of the Companies Act 2013, the term of office of M/s. Sorab S. Engineer & Co. Chartered Accountants, (ICAI Registration No.110417W), as Statutory Auditors of the Company will conclude from the close of the forthcoming Annual General Meeting of the Company.
The Board of Directors places on record its appreciation for the services rendered by M/s. Sorab S. Engineer & Co. as the Statutory Auditors of the Company.
Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, (ICAI Firm Registration No. 117366W/W-100018) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013.
Members’ attention is drawn to a Resolution proposing the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, as Statutory Auditors of the Company which is included at Item No. 4 of the Notice convening the Annual General Meeting.
Further, the report of M/s. Sorab S. Engineer & Co., the Statutory Auditors, along with notes to Financial Statements is enclosed to this annual report. The observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments.
B. Cost Auditors
On the recommendation of the Audit Committee, the Board of Directors appointed M/s Kiran J. Mehta & Co., Cost Accountants, Ahmedabad (Firm Registration No. 000025), as Cost Auditors of the Company for the year 2017-18 under Section 148 of the Companies Act 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014. M/s Kiran J. Mehta & Co. have confirmed that they are free from disqualification specified under Section 141 (3) and proviso to Section 148 (3) read with Section 141 (4) of the Companies Act, 2013 and that their appointment meets the requirements of Section 141 (3) (g) of the Companies Act, 2013. They have further confirmed their independent status and an arm’s length relationship with the Company.
The remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution for seeking Members’ ratification for the remuneration payable to M/s Kiran J. Mehta & Co., Cost Auditors is included at item No. 5 of the notice convening the Annual General Meeting.
C. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Hitesh Buch & Associates, a firm of Company Secretaries in practice, to conduct the Secretarial Audit of the Company for the financial year 2016-17. The Secretarial Audit Report is annexed herewith as “Annexure-C”. The Secretarial Audit Report does not contains any qualifications, reservation or adverse remarks.
29. ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company’s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.
30. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
The Corporate Governance Report and Management Discussion & Analysis, which form part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in Schedule V of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
31. BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report for the year ended 31st March, 2017 as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015 is annexed which forms part of this Annual Report.
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure- D”.
33. EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure -E”.
34. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136(1) of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
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 (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in “Annexure-F” to this report.
35. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
Arvind Internal Complaints Committee (AICC) is formed and its details are declared across the organizations. All AICC members are trained by subject experts on handling the investigations and proceedings as defined in the policy.
During the financial year 2016-17, the Company has received 2 (two) complaints on sexual harassment. AICC conducted the proceedings as defined in the Policy. Out of which one complaint did not qualify to be considered as a Sexual Harassment case as defined in the policy. The second case was dealt with, as per the policy guidelines and ICC recommendations were given, in a fair and just manner.
The Board expresses its sincere thanks to all the employees, customers, suppliers, investors, lenders, regulatory and government authorities and stock exchanges for their co-operation and support and look forward to their continued support in future.
By order of the Board
Date: May 11, 2017 Sanjay Lalbhai
Place: Ahmedabad Chairman and Managing Director