To

The Members,

The Directors are pleased to present the Thirtieth Annual Report of the Company together with the Audited Financial Statements for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS:

The financial performance of the Company is as follows:

(Rs. in Crore)

REVIEW OF PERFORMANCE

Income from operations for the financial year 2017-18 the year under review was at Rs.4184.80 Crore which was at Rs.3782.09 Crore during the financial year of 2016-17. Profit before Depreciation and tax stood at Rs.679.76 Crore for the financial year 2017-18 which was at Rs.676.75 Crore for the previous year. After providing depreciation and tax, loss for the year under review was Rs.12.19 Crore as compared to profit of Rs.43.56 Crore for the previous year.

SHARE CAPITAL

During the year under review, the Company has issued and allotted 2,05,37,232 Equity Shares which are as under:

- The Company has made allotment of 1,84,40,808 equity shares of Rs.2/- each, fully paid-up, at a premium of Rs.49.95 per share to Cedar Support Services Limited (“CEDAR”) on October 31, 2017 upon conversion of Optionally Convertible Debentures (OCDs) which were allotted to CEDAR pursuant to the Composite Scheme of Arrangement between the Company and Future Retail Limited (“FRL”) and their respective Shareholders and Creditors (“FEL - FRL Scheme”). After conversion, there are no outstanding OCDs remains in the Company.

- On November 13, 2017 the Company has made allotment of 20,96,424 Equity Shares of Rs.2/- each to the employees of the Company upon exercise their rights of vested options granted to the said employees under Employees’ Stock Option Plan - 2012 and 2015 ( FEL ESOP 2012 & 2015). None of the employee is in receipt of Equity Shares exceeding 1% of Equity Share capital of the Company against the vested options exercised by them under FEL ESOP - 2012 & 2015.

DIVIDEND AND RESERVES

Your Directors have not recommended any dividend for the financial year 2017-18. Further, no amount is proposed to be transferred to the General Reserve.

INVESTMENTS

During the year under review, the Company has made following investments which are as under:

- Subsidiaries Companies:

- Future Merchandising & Sourcing Pte. Ltd. (“FMSPL”) is incorporated as Wholly Owned Subsidiary Company at Singapore. The Company has invested US $ 30,000 in FMSPL.

- Company has acquired shares held by one of the investor of Future E-Commerce Infrastructure Limited (“FECIL”) for a value of Rs.1 Crore and increased its stake from 70.43% to 86.71%.

- Joint Venture / SPV Companies

The Company has made further investment of Rs.58.75 Crore in Future Generali India Life Insurance Company Limited and Rs.56.36 Crore in Sprint Advisory Services Private Limited, as a part of its entitlement of Rights issue of respective companies.

DIVESTMENTS

On July 6, 2017, the Company divested its holding of Future Consumer Limited (“FCL”) as a part of its divestments initiatives. At the end of the financial year ended March 31, 2018, your Company directly holds 100 equity shares in Future Consumer Limited.

On December 8, 2017, the Company participated in Offer for Sale (“OFS”) and divested 19,56,914 Equity shares of its subsidiary company, Future Supply Chain Solutions Limited (“FSCSL”), comprising of 5% of paid-up Equity share capital of FSCSL.

DEBENTURES

During the year under review, the Company has raised long term funds through Non-Convertible Debentures aggregating Rs.774 Crore. The funds were utilised for the objects as stated at the time of raising funds. This has helped the Company to improve its debt maturity profile as well as reduce the overall cost of debt.

The Company has made timely payment of interests and principal amount, as and when due on Debentures, issued by the Company. The Company has repaid the principal amount of Secured Redeemable Non - Convertible Debentures Series- IX A of Rs.415.48 Crore together with accrued interest thereon on March 27, 2018.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as at March 31, 2018.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company regarding the compliance with the conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), forms part of the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis as required under Regulation 34 read with Schedule V of the Listing Regulations, forms part of the Annual Report.

POLICIES AND DISCLOSURE REQUIREMENTS

The Company has in inter-alia following policies & code of conduct duly approved by the Board of Directors of the Company:

- Details of programmes for familiarization of Independent Directors with the Company are available on the website of the Company at the link http://felindia.in/pdf/Details_of_Familiarisation_ Programs_Imparted_to_Independent_Directors.pdf

- Policy for determining material subsidiaries of the Company is available on the website of the Company at the link http://felindia.in/pdf/Policy_For_Material_ Subsidiary.pdf

- Policy for determining Materiality of Events of the Company is available on the website of the Company at the link http://felindia.in/pdf/Policy_For_ Determining_Materiality_Of_Events.pdf

- Archival policy of the Company is available on the website of the Company at the link http://felindia.in/ pdf/Archival_Policy.pdf

- Policy for determining the code of conduct of board of directors and senior management personnel of the Company is available on the website of the Company at the link http://felindia.in/pdf/Code_of_Conduct.pdf

- Policy on dealing with related party transactions is available on the website of the Company at the link http://felindia.in/pdf/Related_Party_Transaction_

Policy.pdf

- Remuneration Policy of the Company is available on the website of the Company as at the link http:// felindia.in/pdf/Remuneration_Policy.pdf

- The Dividend distribution policy is given as Annexure I to this Report. The same is also available on the website of the Company at the link http://felindia.in/pdf/Dividend_Distribution_ Policy.pdf

The Company has formulated and disseminated a Whistle Blower Policy to provide Vigil Mechanism for employees and Directors of the Company to report genuine concerns that could have serious impact on the operations and performance of the business of the Company. This Policy is in compliance with the provisions of the Act and the regulations of the Listing Regulations.

NUMBER OF BOARD MEETINGS

The Board of Directors met 7 (Seven) times during the financial year 2017-18. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of the Annual Report.

COMMITTEES OF THE BOARD OF DIRECTORS

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

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has following Subsidiaries (including step down subsidiaries), Joint Ventures and Associates as at the end of financial year ended March 31, 2018.

Futurebazaar India Limited

Futurebazaar India Limited (“FBIL”) is set up as the e-Retailing arm of the Future Group for providing on-line shopping experience through e-portal www.futurebazaar. com. Your Company holds 100% in FBIL. FBIL is successfully operating its e-retailing business and during the financial year ended March 31, 2018, it has registered income from operations amounting to Rs.42.80 Crore and its net profit stood at Rs.0.08 Crore.

Future Media (India) Limited

Future Media (India) Limited (“FMIL”) is the Group’s media venture, aimed at creation of media properties in the ambience of consumption and thus offers active engagement to brands and consumers. FMIL offers relevant engagement through its media properties like Visual Spaces, Television and Activation. The Company holds equity capital of 93.10% in FMIL. During the financial year ended March 31, 2018, FMIL registered income from operations amounting to NIL and the net loss stood at Rs.0.06 Crore.

Future Supply Chain Solutions Limited

Future Supply Chain Solutions Limited (“FSCSL”) is designed to operate in the logistics, transportation, distribution and warehousing space. FSCSL provides solutions in the areas of integrated Supply Chain Management, warehousing, distribution and Multi Modal transportation. Your Company has 51.22 % stake in FSCSL. FSCSL has warehousing space of 4.58 million square feet spread over all across India. FSCSL is currently building large scale warehousing facilities and also increasing its presence in 3PL logistics solutions. During the year ended March 31, 2018, FSCSL has registered income from operations amounting to Rs.774.99 Crore and the earned net profit of Rs.67.35 Crore.

Vulcan Express Private Limited

Vulcan Express Private Limited (“VEPL”) was acquired by Future Supply Chain Solutions Limited on February 2, 2018. VEPL is 100% subsidiary of FSCSL and accordingly, is step down subsidiary of the Company. VEPL has earned revenue of Rs.18.67 Crore & incurred net loss of Rs.8.44 Crore during the year ended March 31, 2018.

Bluerock eServices Private Limited

Bluerock eServices Private Limited (“BEPL”) was incorporated to deal in the business of furniture and home furnishing under the brand “Fabfurnish”. BEPL is 100% subsidiary of the Company. BEPL has earned revenue of Rs.4.28 Crore & incurred net loss of Rs.1.64 Crore during the year ended March 31, 2018. During the year under review BEPL has demerged its ecommerce business undertaking and vested the same with Praxis Home Retail Limited w.e.f. November 20, 2017.

Future E-Commerce Infrastructure Limited

Future E-Commerce Infrastructure Limited (“FECIL”) is to capture the consumption space through the internet, as well as other technology based and digital modes and provide infrastructure services for the same. The Company holds equity capital of 86.71% however, considering total capital comprising of convertible preference capital the Company’s holding in the total capital of FECIL works out to 63.98%. FECIL also has Convertible Preference Shares, which has not yet been converted into equity shares. During the financial year ended March 31, 2018, FECIL registered income from operations amounting to Rs.42.56 Crore and the net profit stood at Rs.0.42 Crore.

Work Stores Limited (f/k/a Staples Future Office Products Limited)

Work Stores Limited (“WSL”) is designed to capture the consumption space of office supplies, office equipment and products. WSL was formed as a Joint Venture between the Company and Staples Asia Investment Limited (a subsidiary of Staples Inc USA). Your Company holds equity capital of 61.67% in WSL however, considering the total capital comprising of convertible preference capital the Company’s holding in the total capital of WSL works out to 62.63%. During the financial year ended March 31, 2018, WSL has registered income from operations amounting to Rs.78.27 Crore and the net loss stood at Rs.2.24 Crore.

Office Shop Private Limited

Office Shop Private Limited (“OSPL”) was incorporated to deal in the business of distribution services. OSPL is 100% subsidiary of WSL and accordingly, is step down subsidiary of the Company. OSPL has earned revenue of Rs.0.29 Crore & incurred net loss of Rs.1.45 Crore during the year ended March 31, 2018.

Future Merchandising & Sourcing Pte. Ltd.

The Company has incorporated wholly owned subsidiary in Singapore in the name of Future Merchandising & Sourcing Pte. Limited (FMSPL) to undertake the activity of global sourcing of food, fashion, footwear and others from South East Asia, Middle East, China and Japan and will act as an aggregator of various commodities (with back to back procurement contracts with identified vendors/ exporters) which will be imported by the Company for onward sales to FRL / Future Lifestyle Fashions Limited (“FLFL”) and other corporates. The Company holds 100% in FMSPL. FMSPL has earned revenue of NIL & incurred net loss of Rs.0.04 Crore during the year ended March 31, 2018.

JOINT VENTURES

Apollo Design Apparel Parks Limited and Goldmohur Design and Apparel Park Limited

The Company has entered into joint venture with National Textile Corporation (“NTC”) for the restructuring and development of the Apollo Mills and Goldmohur Mills situated in Mumbai. For the same two separate SPV companies have been created viz. Apollo Design Apparel Parks Limited (“ADAPL”) & Goldmohur Design and Apparel Park Limited (“GDAPL”). The ADAPL & GDAPL would be working for the restructuring and development of the Apollo Mills and Goldmohur Mills respectively as per the Memorandum of Understanding and other documents signed with NTC. During the financial year ended March 31, 2018 ADAPL registered income from operations amounting to Rs.305.66 Crore and earned net profit of Rs.8.37 Crore. Further during the year GDAPL registered income from operations amounting to Rs.320.20 Crore and earned net profit of Rs.8.05 Crore.

Future Generali India Life Insurance Company Limited

Future Generali India Life Insurance Company Limited (“FGI-Life”) is Company’s joint venture in the Life insurance sector. FGI-Life has introduced many insurance products to suit requirements of various categories of customers. During the financial year ended March 31, 2018, FGI-Life has registered income from operations of Rs.957.51 Crore and net loss of Rs.146.82 Crore.

Future Generali India Insurance Company Limited

Future Generali India Insurance Company Limited (“FGI-Nonlife”) is Company’s joint venture in the general insurance sector. FGI-Nonlife has introduced insurance products for various general insurance needs of the different categories of customers. During the financial year ended March 31, 2018, FGI-Nonlife has registered income from operations of Rs.1280.18 Crore and net profit of Rs.78.63 Crore.

Shendra Advisory Services Private Limited

Shendra Advisory Services Private Limited (“Shendra”) is a SPV with respect to the Company’s insurance arm Future Generali India Insurance Company Limited. During the financial year ended March 31, 2018, Shendra has registered income from operations of Rs.0.16 Crore and net profit of Rs.0.08 Crore.

Sprint Advisory Services Private Limited

Sprint Advisory Services Private Limited (“Sprint”) is a SPV with respect to the Company’s insurance arm Future Generali India Life Insurance Company Limited. During the financial year ended March 31, 2018, Sprint has registered income from operations of Rs.0.11 Crore and net profit of Rs.0.02 Crore.

ASSOCIATE COMPANY

Galaxy Entertainment Corporation Limited (upto January 2, 2018)

Galaxy Entertainment Corporation Limited (“GECL”) is a leisure and entertainment organization. The company is into operation of family entertainment gaming centers, food courts in shopping malls and restaurants. GECL also undertakes sponsorship contracts. Your Company has 19.57% stake in GECL. During the financial year ended March 31, 2018, GECL has registered income from operations amounting to Rs.40.52 Crore and the net loss stood at Rs.10.03 Crore.

GECL cease to be associate of the Company, upon issuance of fresh equity shares to other promoter and outside investors. Further, the holding of Company was further diluted to 18.03% upon conversion of Compulsory Convertible Debentures(CCDs) on April 3, 2018.

Leanbox Logistics Solutions Pvt Ltd. (w.e.f. July 27, 2017)

Leanbox Logistics Solutions Pvt Ltd. (“LLSPL”) is Associate of FSCSL. LLSPL has earned revenue of Rs.21.71 Crore & incurred net loss of Rs.1.14 Crore during the year ended March 31, 2018.

A report on the performance and financial position of each of the Subsidiaries, Joint Venture and Associate Companies as per the Companies Act, 2013 is provided as Annexure II as AOC-1 to this report forming part of Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements which is prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard.

In accordance to the provisions of Section 136(1) of the Act, the Annual Report of the Company, containing therein Standalone and the Consolidated Financial Statements of the Company and the Audited Financial Statements of the subsidiary companies have been placed on the website of the Company - www.felindia.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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of section 152 of the Act, Mr. Dinesh Maheshwari is liable to retire by rotation and being eligible, offers himself for re-appointment.

Additional information on appointment / reappointment of directors, as required under Regulation 36 of the Listing Regulations, is given in the Notice convening the ensuing Annual General Meeting.

DECLARATION OF INDEPENDENCE

The Company has received necessary declarations from all the Independent Directors under section 149(7) of the Act that they meet the criteria of independence laid down in section 149(6) of the Act and Regulation 25 of the Listing Regulations.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company’s policy on directors’ appointment and remuneration and other matters provided in section 178(3) of the Act, has been disclosed in the Corporate Governance Report, which forms part of the Annual Report.

PARTICULARS OF EMPLOYEE STOCK OPTION PLAN 2012 (ESOP- 2012 & ESOP 2015)

Future Enterprises Limited (“FEL”) has not granted any Options under Employee Stock Option Plan 2012 (“ESOP 2012”) and FEL Employees Stock Option Plan 2015 (“ESOP 2015”) to eligible employees in the year under review.

The applicable disclosures as stipulated under SEBI (Share Based Employee Benefits) Regulation 2014 as on March 31, 2018 with regard to ESOP 2012 and ESOP 2015 are provided in Annexure III to this Report.

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 IV.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans granted, Guarantees provided and Investments made by the Company which are covered under the provision of Section 186 of the Companies Act, 2013, is provided in note no. 47 of Notes forming part of Standalone Financial Statements.

INDIAN ACCOUNTING STANDARD (Ind AS)

The Company has adopted Indian Accounting Standards (“Ind AS”) from April 01, 2016 with a transition date of April 01, 2015. Accordingly, the Financial Results for the year 2017-18 have been prepared in accordance with Ind AS, prescribed under Section 133 of the Act, read with the relevant Rules issued thereunder and the other recognised accounting practices and policies to the extent applicable

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all transactions entered into by the Company with related parties as defined under the Act and the Listing Regulations, were in the ordinary course of business and on an arm’s length basis. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company. Disclosure of transactions with related parties as required under the Indian Accounting Standard (AS-24) has been made in the notes forming part of the financial statements.

Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature with Related Parties. A statement of all such related party transactions is presented before the Audit Committee on periodic and need basis for its review and approval.

Particulars of contracts or arrangements with related parties as required under Section 134(3)(h) of the Act, in the prescribed Form AOC-2 is given in Annexure V of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund Rules, 2016 (‘the Rules’) all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after completion of seven years. Further, according to the rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of IEPF Authority, Accordingly, the Company has transferred the unclaimed and unpaid dividends of Rs.6,66,588/- relating to financial year 2009-10. Further, 4,93,921 equity shares & 49,360 Class B (Series 1) shares were transferred as per the requirements of the IEPF Rules. The details are provided on our website at http://felindia.in/investors/ shares-transferred-to-IEPF.aspx

MATERIAL CHANGES AND COMMITMENTS

Your Directors further state that no material changes have taken place from the date of closure of financial year under review till the date of signing of Accounts that could have an impact on the financial position of the Company.

FUTURE OUTLOOK

The Company is continuing with its operations and sevices activities, as per requirements of enitities availing its services and procuring its products. The Company is considering expansions based on the projected requirements of such entities. Futher, with improved economy and better results achieved by its few investee companies, the valuation of its investments in such investee companies is improving and enabling the Company to consider divestment as a part of its initiative to monetise investments and reduce overall debt of the Company.

VIGIL MECHANISM / WHISTLE BLOWER

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 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 mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

AUDITORS AND AUDITORS’ REPORT

As per Section 139 of the Companies Act, 2013 and the Rules made thereunder, it was mandatory to rotate the statutory auditors on completion of the maximum term permitted under the section. In line with requirements of Companies Act, 2013, M/s. DMKH & Co., Chartered Accountants, (Firm Registration No. 116886W) was appointed as the Statutory Auditors of the Company to hold office for a period of 5 (Five) consecutive years from the conclusion of the 29th Annual General Meeting of the Company held on August 29, 2017 till the conclusion of the 34th Annual General Meeting to be held in the year 2022, subject to ratification by the shareholders at the General Meeting or as may be necessitated by the Act from time to time.

In terms of Section 40 of the Companies (Amendment) Act, 2017 notified on May 7, 2018 the requirement of ratification of appointment of Statutory Auditors by Members at every Annual General Meeting has been omitted and accordingly, henceforth Members’ approval would not be required for ratification of appointment of auditors on annual basis. The Board has confirmed the appointment of Statutory Auditors which was already appointed for a period of five (5) years based on recommendation of Audit Committee.

The Company has received a written confirmation from the M/s DMKH & Co., Chartered Accountants, for their appointment as Statutory Auditors, that their continued appointment shall be in accordance with the criteria and provisions as provided under Section 139 and 141 of the Companies Act, 2013 and Rules made thereunder.

The Auditors’ Report on the financial statements for the financial year ended March 31, 2018 does not contain any qualification, observation, emphasis of matter of adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITOR

M/s. Virendra Bhatt, Practising Company Secretary (Membership No. 1157 / Certificate of Practice No.124) was appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2017-18, as required under Section 204 of the Act and Rules made thereunder.

The Secretarial Audit Report for the financial year 201718 is appended as Annexure VI which forms part of this Report.

The said Secretarial Auditors’ Report does not contain any qualifications, reservations or adverse remarks.

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 March 31, 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 March 31, 2018 and of the loss of the Company for that year;

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 March 31, 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; and

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

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, are provided in Annexure VII which forms part of this report.

The Company being concentrating on the domestic consumption space does not have any specific exports initiatives to report to members.

AUDIT COMMITTEE

The Audit Committee of the Company comprises of Mr. S. Doreswamy, Independent Director as Chairman of the Committee and Mr. V.K. Chopra, Independent Director and Ms. Bala Deshpande, Independent Director, as Members of the Committee. There are no instances where the Board did not accept the recommendations of the Audit Committee. The terms of reference, powers and roles of the Committee are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL

The Company has a well-defined risk management framework in place, which provides an integrated approach for identifying assessing, mitigating, monitoring and reporting of all risk associated with the business of the Company.

The Board has delegated responsibility to the Risk Management Committee to monitor and review risk management, assessment and minimization procedures and to develop, implement and monitor the risk management plan and identify, review and mitigate all elements of risk which the Company may be exposed to. The Audit Committee and the Board also periodically review the risk management assessment and minimization procedures.

The Company has in place adequate internal financial controls with reference to Financial Statements. Key risks and threats to the Company and internal Controls are analyzed in the Management Discussion and Analysis which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY STATEMENT (CSR)

In terms of the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility (“CSR”) Committee. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report, which forms part of this Annual Report.

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 VIII.

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with Secretarial Standards on meetings of the Board of Directors (“SS-1”) and on General Meetings (“SS-2”) as amended and issued by the Institute of Company Secretaries of India in terms of Section 118(10) of the Companies Act, 2013.

PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Act, the Board has carried out an annual evaluation of performance of its own, the Committees thereof and the directors individually.

At the meeting of the Board all the relevant factors that are material for evaluating the performance of the Committees and of the Board were discussed in detail.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the independent directors was carried out by the entire Board except the independent director being evaluated. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

The Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees 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 are provided under Annexure IX, which is annexed to this Report.

In terms of the provisions 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, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules are provided in this Annual Report.

In terms of proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is been sent to the Members of the Company. The said information by the Members is available for inspection at the Registered Office of the Company during working hours on working days. Member interested in obtaining such information, may write to the Company Secretary and the same will be furnished on request. The full Annual Report including aforesaid information is being sent electronically to all those Members who have registered their e-mail addresses and is also available on the Company’s website.

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 banks. 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

Place: Mumbai V. K. Chopra

Date : May 25, 2018 Chairman