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ANNUAL REPORT 2015-16

WAY FINDERS BRANDS LIMITED CIN: U51909WB2014PLC204637

Telephone: +91 33 2464 6696/3980 2001 | Fax: +91 33 2289 5748

E-mail ID: [email protected]

Board of Directors

Mr. Rajeev Gopalakrishnan

Mr. Ram Kumar Gupta (since August 21, 2015)

Mr. Maloy Kumar Gupta (since February 9, 2016)

Mr. Saket Mohta (since February 9, 2016)

Mr. Ranjit Mathur (upto August 21, 2015)

Mr. Kumar Nitesh (upto January 15, 2016)

Auditors

M/s. Arun K.Agarwal & Associates

Chartered Accountants (Reg. No.: 003917N)

105, First Floor, South Ex. Plaza 1

389, Masjid Moth, South Extn Part II

New Delhi - 110049

Company Secretary in Wholetime Practice

M/s. S. M. Gupta & Co.

Company Secretaries

P - 15, Bentinck Street

Kolkata - 700001

Bankers

HDFC Bank Limited

Registered Office

204, Rashbehari Avenue,

Kolkata - 700029

WAY FINDERS BRANDS LIMITED CIN: U51909WB2014PLC204637

Registered office: 204, Rashbehari Avenue, Kolkata - 700029

Telephone: +91 33 2464 6696/3980 2001 | Fax: +91 33 2289 5748

E-mail ID: [email protected]

NOTICE CONVENING ANNUAL GENERAL MEETING

NOTICE is hereby given that the Second Annual General Meeting of the Members of Way Finders Brands Limited

('the Company') will be held in the Conference Room of Bata India Limited at 27B, Camac Street, 1st Floor, Kolkata -

700016 on Tuesday, August 2, 2016 at 05:00 p.m. to transact the following business:-

ORDINARY BUSINESS :

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended

on March 31, 2016, together with the Reports of the Auditors thereon and the Board’s Report.

2. To appoint Mr. Rajeev Gopalakrishnan (DIN: 03438046), who retires by rotation and being eligible offers

himself for re-appointment, as a Director of the Company.

3. To appoint Auditors and to fix their remuneration and in this regard to consider and if thought fit, to pass the

following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions, if any,

of the Companies Act, 2013 and Rules framed thereunder, M/s. DSP & Associates, Chartered Accountants

(ICAI Registration No.: 006791-N), be and are hereby appointed as the Auditors of the Company to hold office

for a period of 5 (five) consecutive years, i.e., from the conclusion of this Annual General Meeting till the

conclusion of the Seventh Annual General Meeting of the Company to be held in the year 2021, subject to

ratification by the Members of the Company at every Annual General Meeting, if applicable.”

“FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to determine

the remuneration payable to the Auditors.”

SPECIAL BUSINESS:

4. Appointment of Mr. Ram Kumar Gupta as a Director

To appoint Mr. Ram Kumar Gupta as a Director of the Company and in this regard to consider and if thought

fit, to pass, the following Resolution as an Ordinary Resolution:


of the Companies Act, 2013 and Rules framed thereunder, Mr. Ram Kumar Gupta (DIN: 01125065), who was

appointed as an Additional Director on the Board of Directors of the Company on August 21, 2015 to hold

office up to the date of the Second Annual General Meeting of the Company pursuant to Section 161 of the

Companies Act, 2013 and Rules framed thereunder, be and is hereby appointed as a Director of the

Company.”

5. Appointment of Mr. Maloy Kumar Gupta as a Director

To appoint Mr. Maloy Kumar Gupta as a Director of the Company and in this regard to consider and if

thought fit, to pass, the following Resolution as an Ordinary Resolution:


of the Companies Act, 2013 and Rules framed thereunder, Mr. Maloy Kumar Gupta (DIN: 05315284), who

was appointed as an Additional Director on the Board of Directors of the Company on February 9, 2016 to

hold office up to the date of the Second Annual General Meeting of the Company pursuant to Section 161 of

the Companies Act, 2013 and Rules framed thereunder, be and is hereby appointed as a Director of the

Company.”

6. Appointment of Mr. Saket Mohta as a Director

To appoint Mr. Saket Mohta as a Director of the Company and in this regard to consider and if thought fit, to

pass, the following Resolution as an Ordinary Resolution:


of the Companies Act, 2013 and Rules framed thereunder, Mr. Saket Mohta (DIN: 06845868), who was

appointed as an Additional Director on the Board of Directors of the Company on February 9, 2016 to hold

office up to the date of the Second Annual General Meeting of the Company pursuant to Section 161 of the

Companies Act, 2013 and Rules framed thereunder, be and is hereby appointed as a Director of the

Company.”

By Order of the Board

Place : Gurgaon

MALOY KUMAR GUPTA

Director

Date : May 27, 2016 (DIN: 05315284)

NOTES:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 and Rules framed thereunder,

in respect of the Special Business under Item Nos. 4 to 6 of the accompanying Notice is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE SECOND ANNUAL GENERAL MEETING IS ENTITLED TO

APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A

MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT

LESS THAN 48 HOURS BEFORE THE MEETING

In terms of Section 105 of the Companies Act, 2013, a person can act as a proxy on behalf of members not

exceeding 50 and holding in aggregate not more than 10% of the total paid-up share capital of the Company

carrying voting rights. In case a proxy is proposed to be appointed by a member holding more than 10% of the

total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other

person or shareholder.

3. As required under the Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company

Secretaries of India, a route map, showing directions to reach the AGM venue is annexed hereto.

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE

COMPANIES ACT, 2013

Item No. 4

Mr. Ram Kumar Gupta (DIN: 01125065) was appointed as an Additional Director of the Company at the Board

Meeting held on August 21, 2015 and in terms of the provisions of Section 161(1) of the Companies Act, 2013 and

Rules framed thereunder he holds office up to the date of Second Annual General Meeting.

The Company has obtained from Mr. Gupta his consent in Form DIR-2 to act as a Director and intimation in Form

DIR-8 to the effect that he is not disqualified to be appointed as a Director in any Company.

Candidature for Directorship of Mr. Gupta has been proposed by a shareholder pursuant to Section 160 of the

Companies Act, 2013 and the Rules framed thereunder along with a deposit of Rs. 100,000/- (Rupees One Lac only).

The Board considers that the Company will benefit from the association of Mr. Gupta and recommends the

Resolution for your approval.

Other than Mr. Gupta, none of the Directors or their relatives is concerned or interested in Resolution No. 4 as

contained in the Notice.

Item No. 5

Mr. Maloy Kumar Gupta (DIN: 05315284) was appointed as an Additional Director of the Company at the Board

Meeting held on February 9, 2016 and in terms of the provisions of Section 161(1) of the Companies Act, 2013 and

Rules framed thereunder he holds office up to the date of Second Annual General Meeting.

The Company has obtained from Mr. Gupta his consent in Form DIR-2 to act as a Director and intimation in Form


Candidature for Directorship of Mr. Gupta has been proposed by a shareholder pursuant to Section 160 of the


The Board considers that the Company will benefit from the association of Mr. Gupta and recommends the


Other than Mr. Gupta, none of the Directors or their relatives is concerned or interested in Resolution No. 5 as


Item No. 6

Mr. Saket Mohta (DIN: 06845868) was appointed as an Additional Director of the Company at the Board Meeting

held on February 9, 2016 and in terms of the provisions of Section 161(1) of the Companies Act, 2013 and Rules

framed there under he holds office up to the date of Second Annual General Meeting.

The Company has obtained from Mr. Mohta his consent in Form DIR-2 to act as a Director and intimation in Form


Candidature for Directorship of Mr. Mohta has been proposed by a shareholder pursuant to Section 160 of the


The Board considers that the Company will benefit from the association of Mr. Mohta and recommends the


Other than Mr. Mohta, none of the Directors or their relatives is concerned or interested in Resolution No. 6 as


By Order of the Board

Place : Gurgaon

MALOY KUMAR GUPTA

Director

Date : May 27, 2016 (DIN: 05315284)

BOARD’S REPORT TO THE MEMBERS

Your Directors are pleased to present the Second Annual Report of the Company together with the Audited

Financial Statements for the year ended March 31, 2016.

FINANCIAL RESULTS

Your Company's performance during the financial year was as under:

(Rs. in 000’s)

PARTICULARS YEAR ENDED

MARCH 31, 2016

FINANCIAL PERIOD ENDED

MARCH 31, 2015

Gross Turnover 73,150 -

Other Income 15 1

Total 73,165 1

Less: Expenditure 84,482 144

Net Profit/(Loss) before Taxation (11,316) (143)

Less: Provision for Taxation - -

Net Profit /(Loss) after Taxation (11,316) (143)

BUSINESS OPERATIONS

During the financial year ended March 31, 2016, your Company has recorded a turnover of Rs. 73,150,000. Your

Company is predominantly engaged in trading of footwear, apparel and accessories (caps, socks and belts) of

various worldwide reputed brands in India and Abroad, in wholesale as well as Business to Business segment. Your

company has taken a License to sell Caterpillar brands of Footwear and Apparel in India. These brands target a niche

set of urban Indian consumers who like to have a head to toe brand experience in rugged lifestyle products space.

Your Company has started operations of its first store through a business partner and plans to open new stores

every year.

DIVIDEND

In view of accumulated loss, your Directors do not recommend any dividend for the financial year ended

March 31, 2016.

BOARD MEETINGS

During the year under review, your Board held five Board meetings, i.e., on May 26, 2015; August 6, 2015; August

21, 2015; November 3, 2015 and February 9, 2016. The maximum interval between two meetings did not exceed

120 days, as prescribed in the Companies Act, 2013.

DIRECTORS

Mr. Ranjit Mathur and Mr. Kumar Nitesh resigned from the Board of Directors of the Company with effect from

August 21, 2015 and January 15, 2016, respectively. Your Board places on record its sincere appreciation for the

valuable contributions made by Mr. Ranjit Mathur and Mr. Kumar Nitesh during their tenure as Directors on the

Board of your Company.

Consequent upon resignation of Mr. Ranjit Mathur, at the Board Meeting held on August 21, 2015, your Board

appointed Mr. Ram Kumar Gupta, Director Finance of Bata India Limited, the Holding Company of your Company, as

an Additional Director of the Company with effect from August 21, 2015 to hold office up to the date of the

forthcoming Annual General Meeting. The Company has received a notice under Section 160 of the Companies Act,

2013 from a Member of the Company along with requisite deposits signifying the candidature of Mr. Ram Kumar

Gupta for his respective appointment as a Director of the Company at the ensuing Annual General Meeting.

At the Board Meeting held on February 9, 2016, your Board appointed Mr. Maloy Kumar Gupta, Company Secretary

and Mr. Saket Mohta, Asstt. Vice President - Finance, Bata India Limited, the Holding Company, as Additional

Directors of the Company with effect from February 9, 2016 to hold office up to the date of the forthcoming Annual

General Meeting. The Company has received Notices under Section 160 of the Companies Act, 2013 from Members

of the Company along with requisite deposits signifying the candidatures of Mr. Maloy Kumar Gupta and Mr. Saket

Mohta for their respective appointment as Directors of the Company at the ensuing Annual General Meeting.

Your Board recommends appointment of Mr. Ram Kumar Gupta, Mr. Maloy Kumar Gupta and Mr. Saket Mohta as

Directors of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Rules framed thereunder and the

Articles of Association of your Company, Mr. Rajeev Gopalakrishnan, Director is due to retire by rotation at the

ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Your Board is of the opinion that continued association of Mr. Rajeev Gopalakrishnan with the Board will be of

immense benefit to your Company and, therefore, recommends his re-appointment.

CHANGE OF STATUTORY AUDITORS

M/s. Arun K. Agarwal & Associates, Chartered Accountants, the Statutory Auditors of your Company hold office up

to the conclusion of the forthcoming Annual General Meeting of the Company. However, they have expressed their

unwillingness to be re-appointed as the Statutory Auditors of your Company.

Your Board recommends the appointment of M/s. DSP & Associates, Chartered Accountants (ICAI Registration No.:

006791-N), 783, Desh Bandhu Gupta Road, Near Faiz Road Crossing, Karol Bagh, New Delhi - 110005 as the

Statutory Auditors of your Company for a period of five consecutive years, i.e., from the conclusion of the Second

Annual General Meeting of the Company up to the conclusion of the Seventh Annual General Meeting of the

Company to be held in the year 2021 and fixation of their remuneration, to the Members of the Company at the

forthcoming Annual General Meeting. Pursuant to the provisions of Section 139 and 141 of the Companies Act,

2013 and Rules framed thereunder, M/s. DSP & Associates have given their consent letter confirming their eligibility

to hold office as the Statutory Auditors of the Company, if appointed.

QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS

IN THEIR REPORT

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their Auditors’

Report to the Financial Statements of the Company for the financial year ended March 31, 2016.

HOLDING COMPANY

Bata India Limited continues to be the Holding Company of your Company as the entire paid up share capital of your

Company is held by Bata India Limited along with its Nominees.

SUBSIDIARY COMPANY

Your Company does not have any Subsidiary, Joint Venture or Associate Company.

RISK MANAGEMENT

Your Board regularly ascertains the risks associated with the business operations of your Company and suggests

appropriate measures to mitigate such risks. Presently, your Company is in a nascent stage of its operations and

primarily transacts with its Holding Company. The functioning of the Company at present is governed by the

policies, procedures, Chart of Authorities (COAs) and Standard Operating Procedures (SOPs) of the Holding

Company of your Company. In view of the above, your Board is of the opinion that a separate Risk Management

Policy for the Company should be adopted in the future as and when it is considered necessary and appropriate.

ADEQUACY OF THE INTERNAL CONTROL SYSTEMS

Your Company has an adequate System of Internal Financial Controls commensurate with its size and scale of

operations which includes policies and procedures pertaining to maintenance of records containing reasonable

details, accurate and fair reflections of financial transactions and dispositions of the assets of the Company. Your

Board considers that the Internal Financial Controls, affecting the Financial Statements of your Company are

adequate and are operating effectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL

YEAR AND DATE OF REPORT

No material changes and commitments affecting the financial position of your Company occurred between the end

of the financial year to which this financial statement relate and on the date of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In terms of Section 186 of the Companies Act, 2013 and Rules framed thereunder, details of the Investments made

(Note no. 8) by your Company during the year have been disclosed in the Audited Financial Statements. During the

year under review, your Company has not given any loan or guarantee or provided any security.

RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2016, your Company's transactions with all the Related Parties as defined

under the Companies Act, 2013 and Rules framed thereunder were in the 'ordinary course of business' and 'at arm's

length' basis. During the year under review, your Company did not have any Related Party Transaction which

required prior approval of the Shareholders. Accordingly, no transactions are being reported in Form No. AOC-2 as

required under Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration)

Rules, 2014, an extract of Annual Return in Form No. MGT-9 as on March 31, 2016 is enclosed as an Annexure to

this Board’s Report.

DEPOSITS

The Company has not accepted any deposits during the year under review.

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

A) CONSERVATION OF ENERGY:

The Company has no factory/manufacturing unit. Hence provisions of Section 134(3) (m) of the Companies

Act, 2013 and the rules framed thereunder are not applicable.

B) TECHNOLOGY ABSORPTION:

The Company is engaged in the business of export-import of footwear, apparel and accessories. Hence

provisions of Section 134(3)(m) of the Companies Act, 2013 and the rules framed thereunder are not

applicable.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange earnings : NIL

Foreign Exchange outgo : Rs. 58,323 Thousand

DISCLOSURE ON EMPLOYEE REMUNERATION

Your Company does not have any employee drawing remuneration of not less than Rs.60 Lac per annum or Rs. 5 Lac

per month when employed for part of the year as specified under Section 197(12) of the Companies Act, 2013 read

with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

OTHER DISCLOSURES

Except the informations/ details/ disclosures of the Company mentioned in the earlier paragraphs for the financial

year ended March 31, 2016, the remaining provisions of Section 134 of the Companies Act, 2013 are presently not

applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 of the Companies Act, 2013, your Board hereby states that:—

a) in the preparation of the annual accounts, the applicable accounting standards had been followed;

b) the directors had selected such accounting policies and applied them consistently and made judgments

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of

the company at the end of the financial year and of the profit and loss of the company for that year;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of this Act for safeguarding the assets of the company and for preventing

and detecting fraud and other irregularities;

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

e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws

and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Board places on record its sincere thanks to its Bankers, Business Associates, Consultants, Employees and

various Government Authorities for their continued support extended to your Company's activities during the year

under review. Your Board also acknowledges the support and confidence reposed by the Holding Company and its

Nominee Shareholders on the Board.

For and on behalf of the Board of Directors

Place : Gurgaon

RAM KUMAR GUPTA RAJEEV GOPALAKRISHNAN

Director Director

Date : May 27, 2016 (DIN: 01125065) (DIN: 03438046)

FORM NO. MGT - 9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on March 31, 2016

[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I.REGISTRATION AND OTHER DETAILS

CIN U51909WB2014PLC204637

Registration Date 26.12.2014

Name of the Company Way Finders Brands Limited

Category / Sub-Category of the Company Public Company limited by Shares

Address of the Registered Office and contact details

204, Rashbehari Avenue,

Kolkata - 700029

Telephone: (033) 2464 6696 /(033) 3980 2001

Whether listed company No

Name, address and contact details of Registrar and

Transfer Agent, if any N.A.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the Business Activities contributing 10% or more of the total turnover of the Company shall be stated:

Serial

No.

Name and Description of main

Products / Services

NIC Code of the

Product / Service

% to total turnover

of the Company

1. FOOTWEAR - Wholesale 46413 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Serial

No. Name & Address of the Company CIN / GLN

Holding/

Subsidiary/

Associate

% of shares

held

Applicable

Section

1.

Bata India Limited

27B, Camac Street, 1st Floor,

Kolkata - 700 016

L19201WB1931PLC007261 Holding 100 2(46)

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Shareholding

Category of

Shareholders

No. of Shares held at the

beginning of the year

No. of Shares held at the

end of the year % Change

during

the year Demat Physical Total % of Total

Shares Demat Physical Total

% of Total

Shares

A. Promoters

(1) Indian

a) Individual / HUF

b) Central Govt.

c) State Govt.(s)

d) Bodies Corporate

e) Banks / FI

f) Any Other...

0

0

0

0

0

0

60

0

0

99940

0

0

60

0

0

99940

0

0

0.06

0

0

99.94

0

0

0

0

0

0

0

0

60

0

0

99940

0

0

60

0

0

99940

0

0

0.06

0

0

99.94

0

0

0

0

0

0

0

0

Sub-Total (A)(1): 0 100000 100000 100 0 100000 100000 100 0

(2) Foreign

a) NRIs - Individuals

b) Other - Individuals

c) Bodies Corporate

d) Banks / FI

e) Any Other...

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Sub-Total (A)(2): 0 0 0 0 0

0 0

0 0

Total Shareholding of

Promoters (A) = (A)(1)+(A)(2) 0 100000 100000 100 0 100000 100000 100 0

B. Public Shareholding

(1) Institutions

a) Mutual Funds / UTI

b) Banks / FI

c) Central Govt.

d) State Govt.(s)

e) Venture Capital Funds

f) Insurance Companies

g) FIIs

h) Foreign Venture

Capital Funds

i) Others (specify)

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Sub-Total (B)(1): 0 0 0 0 0 0 0 0 0

(2) Non-Institutions

(a) Bodies Corporate

i) Indian

ii) Overseas

b) Individuals

i) Individual Shareholders holding

nominal share capital upto Rs. 1

lakh

ii) Individual Shareholders holding

nominal share capital in excess of

Rs. 1 lakh

c) Others (specify)

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Sub-Total (B)(2): 0 0 0 0 0 0 0 0 0

Total Public Shareholding

(B)=(B)(1)+(B)(2) 0 0 0 0 0 0 0 0 0

C. Shares held by Custodian for

GDRs & ADRs 0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 0 100000 100000 100.00 0 100000 100000 100.00 0

ii) Shareholding of Promoters

Shareholder’s

Name

Shareholding at the beginning

of the year

Shareholding at the end of the

year % change

in

shareholdi

ng during

the

year

No. of

Shares

% of total

shares of

the

Company

% of Shares

Pledged /

encumbered

to total

shares

No. of

Shares

% of total

shares of

the

Company

% of Shares

Pledged /

encumbered

to total

shares

Bata India Limited, the

Holding Company

and through its 6 Nominees:

– Mr. Rajeev Gopalakrishnan

– Mr. Ram Kumar Gupta

– Mr. Inderpreet Singh

– Mr. Vijay Shrikant Gogate

– Mr. Saket Mohta

–Mr. Jyotirmoy Banerjee

100000 100 0 100000 100 0 0

Total 100000 100 0 100000 100 0 0

iii) Change in Promoters' Shareholding (Please specify, if there is no change)


of the year

Cumulative Shareholding

during the year

No. of Shares % of total shares

of the Company No. of Shares

% of total shares

of the Company

At the beginning of the year 100000 100

Date wise increase / decrease in Promoter’s

Shareholding during the year specifying the

reasons for increase / decrease (e.g.,

allotment / transfer / bonus / sweat equity,

etc.)

NO CHANGE DURING THE YEAR

At the end of the year 100000 100

iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and

ADRs)


of the period

Cumulative Shareholding during

the period

Sl.

No.

For each of the Top 10

Shareholders

No. of Shares % of total shares

of the Company

No. of Shares % of total

shares of the

Company

NIL

v) Shareholding of Directors and Key Managerial Personnel

For Each of the Directors and KMP


of the year

Cumulative Shareholding

during the year

No. of Shares % of total shares of

the Company No. of Shares

% of total shares

of the Company

Mr. Rajeev Gopalakrishnan, Director

(Holding shares as a Nominee of Bata India Limited)

At the beginning of the year 10 0.01

Date wise increase (+) / decrease (-) with

reasons, during the year NO CHANGE DURING THE YEAR

At the end of the year 10 0.01

Mr. Ram Kumar Gupta, Director

(Appointed w.e.f. August 21, 2015)






Mr. Saket Mohta, Director

(Appointed w.e.f. February 9, 2016)






Note: Mr. Maloy Kumar Gupta, Director of the Company does not hold any share in the Company.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment :

(Rs. in 000’s)

Secured Loans

excluding

deposits

Unsecured

Loans Deposits

Total

Indebtedness

Indebtedness at the beginning of the financial year

(i) Principal Amount - - - -

(ii) Interest due but not paid - - - -

(iii) Interest accrued but not due - - - -

Total (i+ii+iii) - - - -

Change in Indebtedness during the financial year

• Addition - 60,000 - 60,000

• Reduction - - - -

Net Change - 60,000 - 60,000

Indebtedness at the end of the financial year

(i) Principal Amount - 60,000 - 60,000

(ii) Interest due but not paid - - - -

(iii) Interest accrued but not due - 2,324 - 2,324

Total (i+ii+iii) - 62,324 - 62,324

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors of the Company do not accept any remuneration from the Company.

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

There were no penalties or punishments imposed on the Company, its Directors or other Officers, during the year

under review.


Place : Gurgaon

RAM KUMAR GUPTA RAJEEV GOPALAKRISHNAN

Director Director

Date : May 27, 2016 (DIN: 01125065) (DIN: 03438046)

ARUN K. AGARWAL & ASSOCIATES CHARTERED ACCOUNTANTS 105, South Ex Plaza-I, 389, Masjid Moth, South Ext Pt-II,

New Delhi 110049 PH 26251200, 26257400, FAX 011-26251200

e-mail [email protected]

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF WAY FINDERS BRANDS LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of WAY FINDERS

BRANDS LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March,

2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a

summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the

Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial

statements that give a true and fair view of the financial position, financial performance and cash

flows of the Company in accordance with the accounting principles generally accepted in India,

including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of

the Companies (Accounts) Rules, 2014.

This responsibility also includes maintenance of adequate accounting records in accordance with

the provisions of the Act for safeguarding of the assets of the Company and for preventing and

detecting frauds and other irregularities; selection and application of appropriate accounting

policies; making judgments and estimates that are reasonable and prudent; and design,

implementation and maintenance of adequate internal financial controls, that were operating

effectively for ensuring the accuracy and completeness of the accounting records, relevant to the

preparation and presentation of the financial statements that give a true and fair view and are free

from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our

audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and

matters which are required to be included in the audit report under the provisions of the Act and

the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section

143(10) of the Act. Those Standards require that we comply with ethical requirements and plan

and perform the audit to obtain reasonable assurance about whether the financial statements are

free from material misstatement. An audit involves performing procedures to obtain audit

evidence about the amounts and the disclosures in the financial statements. The procedures


New Delhi 110049 PH 26251200, 26257400, FAX 011-26251200


selected depend on the auditor’s judgment, including the assessment of the risks of material

misstatement of the financial statements, whether due to fraud or error. In making those risk

assessments, the auditor considers internal financial control relevant to the Company’s

preparation of the financial statements that give a true and fair view in order to design audit

procedures that are appropriate in the circumstances. An audit also includes evaluating the

appropriateness of the accounting policies used and the reasonableness of the accounting

estimates made by the Company’s Directors, as well as evaluating the overall presentation of the

financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us,

the aforesaid standalone financial statements give the information required by the Act in the

manner so required and give a true and fair view in conformity with the accounting principles

generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, its loss

and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the

Central Government of India in terms of Section 143(11) of the Act, we give in the

“Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of

our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt

with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting

Standards specified under Section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors as on

31st March, 2016 taken on record by the Board of Directors, none of the directors is


New Delhi 110049 PH 26251200, 26257400, FAX 011-26251200


disqualified as on 31st March, 2016 from being appointed as a director in terms of Section

164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of

the Company and the operating effectiveness of such controls, refer to our separate

Report in “Annexure B”.

g) With respect to the other matters to be included in the Auditor’s Report in accordance

with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to

the best of our information and according to the explanations given to us:

i. The Company did not have any pending litigations on its financial position in its

financial statements.

ii. The Company did not have any long term contracts including derivative contracts

for which there were any material foreseeable losses.

iii. There is no requirement for funds to be transferred to the Investor Education and

Protection Fund by the Company.

For Arun K. Agarwal & Associates

Chartered Accountants

FR No. : 003917N

Place: New Delhi

Date: 27.05.2016

Arun Kumar Agarwal

(Partner)

M. No. : 082899


New Delhi 110049 PH 26251200, 26257400, FAX 011-26251200


Annexure A to the Independent Auditors’ Report to the members of WAY FINDERS

BRANDS LIMITED dated May 26, 2016

Report on the matters specified in paragraph 3 of the Companies (Auditor’s Report)

Order, 2016 (“the Order’) issued by the Central Government of India in terms of section

143(11) of the Companies Act, 2013 (“the Act”) as referred to in paragraph 1 of ‘Report on

Other Legal and Regulatory Requirements’ section

(i) (a) The Company has maintained proper records showing full particulars, including

quantitative details and situation of fixed assets;

(b) As explained to us, all the fixed assets have been physically verified by the management

in a phased periodical manner , which in our opinion is reasonable, having regards to size of

the company and nature of its assets. No material discrepancies were noticed on such

physical verification.

(c) According to the information and explanations given to us and on the basis of our

examination of the records of the company, there are no immovable properties held in the

name of the company. Therefore, paragraph 3(i)(c) clause not applicable.

(ii) The physical verification of inventory has been conducted at reasonable intervals by the

management. No material discrepancies were noticed on such physical verification;

(iii) The Company has not granted loans, secured or unsecured, to companies, firms and limited

liability partnerships or other parties covered in the register maintained under section 189

of the Companies Act, 2013. Therefore paragraph 3 (iii) (a), (b) & (c) of the Order are not

applicable;

(iv) In our opinion and according to the information and explanation given to us, there are no

loans, investments, guarantees and securities granted in respect of which provisions of

section 185 and 186 of the Act are applicable and hence not commented upon.

(v) The Company has not accepted any deposits from the public.

(vi) As per information and explanations given to us, the Central Government has not

prescribed maintenance of cost record u/s 148 of the Companies Act 2013.


New Delhi 110049 PH 26251200, 26257400, FAX 011-26251200


(vii) (a) The Company is regular in depositing undisputed statutory dues including provident

fund, employees' state insurance, income-tax, sales-tax, service tax, duty of customs, duty

of excise, value added tax, cess and any other statutory dues to the appropriate authorities.

(b) There are no arrears of outstanding statutory dues as at the last day of the financial year

concerned for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us , there are no dues in respect

of Income Tax , wealth tax , excise duty , custom duty , service tax and cess that have not

been deposited with appropriate authorities on on account of any dispute.

(viii) The Company has not taken any loans or borrowing from any financial institution, bank or

government. The Company has not issued any debentures. Accordingly, paragraph 3(viii)

of the Order is not applicable.

(ix) The Company did not raise any money by way of initial public offer or further public offer

(including debt instruments) during the year. Accordingly, paragraph 3(ix) of the Order is

not applicable.

(x) According to the information and explanations given to us, no fraud by the Company or

fraud on the Company by its officers or employees has been noticed or reported during the

year;

(xi) According to the information and explanation given to us and based on our examination of

the records of the Company, the Company has paid or provided for the managerial

remuneration in accordance with the requisite approvals mandated by the provisions of

section 197 read with Schedule V to the Act;

(xii) The Company is not a Nidhi Company, hence clause (xii) of para 3 of the Order is not

applicable to the Company. Accordingly , paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination

of the records of the company, transactions with the related parties are in compliance with

sections 177 and 188 of the act where applicable and details of such transactions have been

disclosed in the financial statements as required by the applicable accounting standards;


New Delhi 110049 PH 26251200, 26257400, FAX 011-26251200


(xiv) According to the information and explanations given to us and based on our examination

of the records of the Company , the Company has not made any preferential allotment or

private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination

of the records of the company, the company has not entered into non-cash transactions with

directors or persons connected with him.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of

India Act, 1934;



FR No. : 003917N

Place: New Delhi

Date: 27.05.2016

Arun Kumar Agarwal

(Partner)

M. No. : 082899


New Delhi 110049 PH 26251200, 26257400, FAX 011-26251200


Annexure B to the Independent Auditor’s Report to the members of WAY FINDERS

BRANDS LIMITED dated May 26, 2016

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143

of the Companies Act, 2013 (“the Act”) as referred to in paragraph 2(f) of ‘Report on

Other Legal and Regulatory Requirements’ section

We have audited the internal financial controls over financial reporting of WAY FINDERS

BRANDS LIMITED (“the Company”) as of 31st March, 2016 in conjunction with our audit of

the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial

controls based on “the internal control over financial reporting criteria established by the

Company considering the essential components of internal control stated in the Guidance Note

on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of

Chartered Accountants of India”. These responsibilities include the design, implementation and

maintenance of adequate internal financial controls that were operating effectively for ensuring

the orderly and efficient conduct of its business, including adherence to company’s policies, the

safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and

completeness of the accounting records, and the timely preparation of reliable financial

information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over

financial reporting based on our audit.

We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial

Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued

by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the

extent applicable to an audit of internal financial controls, both applicable to an audit of Internal

Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those

Standards and the Guidance Note require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether adequate internal financial

controls over financial reporting was established and maintained and if such controls operated

effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the

internal financial controls system over financial reporting and their operating effectiveness.


New Delhi 110049 PH 26251200, 26257400, FAX 011-26251200


Our audit of internal financial controls over financial reporting included obtaining an

understanding of internal financial controls over financial reporting, assessing the risk that a

material weakness exists, and testing and evaluating the design and operating effectiveness of

internal control based on the assessed risk. The procedures selected depend on the auditor’s

judgement, including the assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our audit opinion on the Company’s internal financial controls system over financial

reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with generally accepted accounting

principles. A company's internal financial control over financial reporting includes those policies

and procedures that:

a) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly

reflect the transactions and dispositions of the assets of the company;

b) Provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company are being made only in

accordance with authorizations of management and directors of the company; and

c) Provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company's assets that could have a material effect

on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting,

including the possibility of collusion or improper management override of controls, material

misstatements due to error or fraud may occur and not be detected. Also, projections of any

evaluation of the internal financial controls over financial reporting to future periods are subject

to the risk that the internal financial control over financial reporting may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or

procedures may deteriorate.


New Delhi 110049 PH 26251200, 26257400, FAX 011-26251200


Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls

system over financial reporting and such internal financial controls over financial reporting were

operating effectively as at March 31, 2016, based on “the internal control over financial reporting

criteria established by the Company considering the essential components of internal control

stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting

issued by the Institute of Chartered Accountants of India”.

Explanatory paragraph

We also have audited, in accordance with the Standards on Auditing issued by the Institute of

Chartered Accountants of India ,as specified under Section 143(10) of the Act, the financial

statements of the Company, which comprise the Balance Sheet as at March 31, 2016, and the

related Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a

summary of significant accounting policies and other explanatory information, and our report

dated March 31, 2016 expressed an unqualified opinion thereon.



FR No. : 003917N

Place: New Delhi

Date: 27.05.2016

Arun Kumar Agarwal

(Partner)

M. No. : 082899

BALANCE SHEET AS AT 31ST MARCH 2016

Note 31 March 2016 31 March 2015

EQUITY AND LIABILITIES (Rs .'000s) (Rs.'000's)

SHAREHOLDERS' FUND

Share Capital 3 1,000 1,000

Reserves and Surplus 4 (11,459) (143)

TOTAL (10,459) 857

CURRENT LIABILITIES

Short-term borrowings 5 60,000 -

Trade payables 6 37,524 130

Other Current Liabilities 6 2,930 3

100,454 133

TOTAL LIABILITIES 89,995 990

ASSETS

NON-CURRENT ASSETS

Fixed Assets

Intangible Assets 7 165 -

Non-current investments 8 200 200

Loans and advances 9 1,796 1

2,161 201

WAY FINDERS BRANDS LIMITED

2,161 201

CURRENT ASSETS

Inventories 10 64,582 -

Trade Receivables 11 13,560 -

Cash and Bank balances 12 9,692 789

87,834 789

TOTAL ASSETS 89,995 990

(0.152)

2.1

The accompanying notes are an integral part of the financial statements.

As per our report of even date

For Arun K. Agarwal & Associates Ram Kumar Gupta Rajeev Gopalakrishnan

Firm Registration No. 3917N Director Director

Chartered Accountants DIN : 01125065 DIN : 03438046

Arun Kumar Agarwal

Partner

Membership No. 082899

Place: New Delhi

Date: May 27, 2016


Summary of significant accounting policies

Date: May 27, 2016

STATEMENT OF PROFIT AND LOSS FOR THE PERIOD ENDED 31ST MARCH 2016

Note 31 March 2016 31 March 2015

(Rs'000's) (Rs.'000s)

Income

Revenue from Operations 13 73,150 -

Other Income 14 15 1

Total Revenue 73,165 1

Expenses

Purchase of traded goods 15 133,620 -

(Increase)/decrease in inventory 15 (64,582) -

Other expenses 16 12,827 144

Amortization expenses 7 33 -

Finance costs 17 2,583 -

Total Expenses 84,482 144

Profit/Loss before Tax (11,316) (143)

Tax Expenses

Current Taxes - -

Profit/(Loss) for the period (11,316) (143)

Earnings per equity share[nominal value of share Rs.10]

(previous year Rs. 10)

Earnings/Loss per share (Basic & diluted) (Rs.) 18 (113.16) (1.43)

2.1

The accompanying notes are an integral part of the financial statements.

As per our report of even date For and on behalf of the Board of Directors




Arun Kumar Agarwal

Partner


Place: New Delhi

Date: May 27, 2016




CASH FLOW STATEMENT FOR THE PERIOD ENDED 31ST MARCH 2016

31 March 2016 31 March 2015

(Rs'000's) (Rs'000's)

A. CASH FLOW FROM OPERATIONS ACTIVITIES

Profit before Tax (11,316) (143)

Non-cash adjustment to reconcile profit before tax to net cash flows:

Amortization of intangible assets 33

Interst Income (15) (1)

(11,298) (144)

Operating Profit before Working Capital changes (11,298) (144)

Movement in working capital:

(Increase)/decrease in inventories (64,582)

(Increase)/decrease in receivables (13,560)

Increase/(decrease) in trade payables 37,394 130

Increase/(decrease) in other current liabilities 2,928 3

Cash Generated from/(used in) operations (49,118) (11)

Direct taxes paid(net of refunds)(1,781) -

Net Cash Flow from/ (used in) operating activities (A) (50,899) (11)

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of intangible asset (198) -

Net cash flow from/(used in) from investing activities (B) (198) -

C. CASH FLOW FROM FINANCING ACTIVITIES

Issue of equity share capital - 1,000

Loan received 60,000 -

Net cash flow from/(used in) from financing activities (C) 60,000 1,000

Net increase/ (decrease) in Cash and Cash equivalent (A+B+C) 8,903 989

Cash and cash equivalent at the beginning of the year 989 -

Cash and Cash equivalents at the end of the year 9,892 989

Components of Cash and Cash Equivalents

Fixed deposit with banks with maturity of more than 12 months* 200 200

Balances with Scheduled Bank on Current Account 9,692 789

Total Cash and cash equivalents 9,892 989

* Restricted cash equivalents pledged as security

2.1





Arun Kumar Agarwal

Partner


Place: New Delhi

Date: May 27, 2016



Notes to the financial statements for the period ended 31 March 2016

1 Corporate information

2 Basis of Preparation

2.1

(a) Use of Estimates

(b) Intangible Assests

(c) Inventories

(d) Revenue Recognition

(e) Income taxes

(f) Earnings Per Share [Basic & Diluted]

(g) Provisions

(i) Foreign Currency Transactions

ii. Conversion Foreign currency monetary items are reported using the closing rate.

Tax expense comprises of current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income Tax Act,

1961. Deferred income taxes reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of

earlier years.

Way Finders Brands Limited (‘the Company’) was incorporated on December 26, 2014 under the Companies Act, 2013 to carry on trading of all kinds of footwear and non footwear

products through its various network channels and to carry out any and all such activities as may be necessary or related to or in connection with carrying on such trading activities.

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these

financial statements to comply in all material respects with the accounting standards notified under section 133 of the Companies Act, 2013, read together with paragraph 7 of the

Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016. The financial statements have been prepared on an accrual basis and under the

historical cost convention.

The accounting policies adopted in the preparation of the financial statements are consistent with those of previous year.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the result of operation during the reporting period. Although these

estimates are based upon management's best knowledge of current events and actions, actual results could differ from these estimates.

Revenue is recognized to the extent it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

i. Sale of Goods:

Revenue is recognized when the significant risks and rewards of ownership of goods have passed to the buyer, which generally coincides with delivery.

ii. Interest:

Revenue is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.


Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and

accumulated impairment losses, if any.

Intangible assets are amortized on a straight line basis over the estimated useful economic life. Computer software are amortized using straight line method for a useful life of 5 years.

The amortization period and the amortization method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous

estimates, the amortization period is changed accordingly. Such changes are accounted for in accordance with AS 5 Net Profit or Loss for the Period, Prior Period Items and Changes in

Accounting Policies.

Finished goods are valued at lower of cost and net realizable value. Cost of traded goods includes purchase and allied costs incurred to bring inventory to its present condition and

location. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale. Cost is

determined on the basis of weighted average basis.

(j) Cash and Cash equivalents

Cash and Cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term investments with an original maturity of three months or less.

(h) Segment Identification

Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding

during the year.

A provision is recognised when there is a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of

which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the Balance Sheet

date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding

during the period are adjusted for the effects of all dilutive potential shares.

Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognised only to the extent that

there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In case of carried forward tax losses, deferred

tax assets are recognised only if there is a virtual certainty supported by convincing evidence that they can be realised against future taxable profits.

i. Initial Recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting

currency and the foreign currency at the date of the transaction.

iii. Exchange Differences Exchange differences arising on the settlement of monetary items or on reporting company’s monetary items at rates different from those at which they were initially

recorded during the year, or reported in previous financial statements, are recognised as income or expenses in the year in which they arise.

The Company's business activity primarily falls within a single business segment.

Notes to financial statement for the period ended 31 March 2016

31 March 2016 31 March 2015

(Rs.'000s) (Rs.'000s)

3 SHARE CAPITAL

Authorised shares

100,000 (Previous year: 100,000) equity share of Rs.10/- each 1,000 1,000

Issued, Subscribed and fully paid-up shares

100,000 (Previous year: 100,000) equity share of Rs.10/- each 1,000 1,000

Total issued, subscribed and fully paid-up share capital 1,000 1,000

a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Equity shares

No. Rs.'000s No. Rs.'000s

At the beginning of the period 100,000 1,000 - -

Issued during the period - - 100,000 1,000

Outstanding at the end of the period 100,000 1,000 100,000 1,000

b. Term/right attached to equity shareholders

c. Shares held by holding/ultimate holding Company and/or their subsidiaries/associates

Out of equity shares issued by the Company, shares held by its holding Company are as below :

31 March 2016 31 March 2015

(Rs.'000s) (Rs.'000s)

Bata India Limited, Holding Company

100,000 (previous year :100,000) (alongwith its nominees holding 60 shares of 1,000 1,000

Rs.10 each fully paid) equity shares of Rs.10 each fully paid

d. Details of shareholders holding more than 5% of shares in the Company

No.

% shareholding

in

the class No.

% shareholding

in

the class

Equity shares of Rs. 10 each fully paid

Bata India Limited ,Holding Company 100,000 100% 100,000 100%

(alongwith its nominees holding 60 shares of

Rs.10 each fully paid)

4 RESERVE AND SURPLUS

31 March 2016 31 March 2015

Surplus/(deficit) in the statement of profit and loss (Rs.'000s) (Rs.'000s)

Balance as per last financial statement (143) -

Loss for the year (11,316) (143)

Net Surplus/(deficit) in the statement of profit and loss (11,459) (143)


31 March 2016

31 March 2016

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote

per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after

distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders

31 March 2015

31 March 2015



5 SHORT-TERM BORROWINGS 31 March 2016 31 March 2015

(Rs.'000s) (Rs.'000s)

8.5% Loan from holding company (related party) 60,000 -

(Repayable on demand - Unsecured)

60,000 -

6 CURRENT LIABILITIES

Trade payables 37,524 130

Other liabilities :

Interest accrued on borrowings 2,324 -

Advances from holding company (Unsecured) - 3

Advance from customer 112 -

Statutory Dues 494 -

40,454 133



7 INTANGIBLE ASSETS (COMPUTER SOFTWARE)

Rs.'000s

Gross block

At 1 April 2014 -

Purchase -

At 31 March 2015 -

Purchase 198

At 31 March 2016 198

Amortization

At 1 April 2014 -

Charge for the year -

At 31 March 2015 -

Charge for the year 33

At 31 March 2016 33

Net block

At 31 March 2015 -

At 31 March 2016 165

Particulars



31 March 2016 31 March 2015

8 OTHER NON-CURRENT ASSETS (Rs.'000s) (Rs.'000s)

Fixed deposits with bank with a maturity of more than 12

months - pledged as security 200 200

200 200

9 NON-CURRENT LOANS AND ADVANCES

Advance income-tax 1,782 -

Accrued Interest 14 1

1,796 1

10 INVENTORIES (VALUED AT LOWER OF COST AND NET REALISABLE VALUE)

64,582 -

64,582 -

11 TRADE RECEIVABLES

Unsecured, considered good 13,560 -

13,560 -

12 CASH AND BANK BALANCES

Balance with banks:

- on Current accounts 9,692 789

9,692 789

Stock in Trade (including goods in transit Rs. 5679 (000);

previous year : Nil)


13 REVENUE FROM OPERATIONS 31 March 2016 31 March 2015

(Rs.'000s) (Rs.'000s)

Sale of traded goods 73,150 -

73,150 -

Details of products sold

Footwear 53,894 -

Garments and accessories 19,257

73,150 -

14 OTHER INCOME

Interst Income 15 1

15 1

15 (INCREASE)/DECREASE IN INVENTORIES

Inventories at the end of the period

Finished goods 64,582 -

Inventories at the beginning of the period

Finished goods - -

(Increase)/decrease in inventory (64,582) -

Detail of purchase of traded goods

Footwear 92,251 -

Garments and accessories 41,369 -

133,620

Details of inventory

Finished Goods

Footwear 50,552 -

Garments and accessories 14,030 -

64,582 -

16 OTHER EXPENSES

Remuneration Expenses 5,679 -

Warehousing charges 2,343 -

Freight expenses 698 -

Postage and courier expenses 594 -

Preliminary Expenses - 103

Legal and Professional Fees * 355 30

Travelling expenses 591 -

Sample expenses 954 -

Miscellenous Expenses 1,614 12

12,827 144

*Payment to auditor (included in legal & professional fee)

As auditor 45 27

Reimbursement of expenses 5 3

50 30

17 Finance costs

Interest on borrowings 2,583 -

2,583 -

18 Earning Per Share (EPS)

Profit as per statement of profit and loss (Rs. '000s) (11,316) (143)

Weighted Average Number of Equity Shares ( in '000s) 100 100

Nominal value of Share (Rs.) 10 10

Basic and Diluted earnings per share (Rs.) (113.16) (1.43)



Notes to the financial statements for the period ended 31 March 2016

19 UNHEDGED FOREIGN CURRENCY EXPOSURE, WHICH ARE NOT INTENDED FOR TRADING OR

SPECULATIVE PURPOSE

Currency Mar-16 Mar-15 Mar-16 Mar-15

Trade payables USD 371,052 - 24,935 -

Advance against imports USD 34,715 - 2,361 -

20 Foreign Currency Income & Expenditure 31 March 2016 31 March 2015

Rs.'000s Rs.'000s

Income-Export (F.O.B ) - -

Expenditure:

Samples 954 -

21 Value of imports on CIF basis :

Finished Goods 77,645 -

22 (i) Related Party Disclosure

Nature of relationship Name

A Holding Company : Bata India Limited

B Key Management Person : Rajeev Gopalakrishnan DirectorRam Kumar Gupta Director w.e.f 21.08.2015Ranjit Mathur Director up to 21.08.2015Kumar Nitesh Director up to 15.01.2016Maloy Kumar Gupta Director w.e.f 09.02.2016Saket Mohta Director w.e.f 09.02.2016

C

Nil

D:

Nil

E : Bata properties Limited

Coastal commercial exim limited

Transaction with ultimate Holding Company

A Expenses /advance paid by Bata India Limited on behalf of Way Finders Brands Limited

(Amount in Rs.'000s)

Year Transaction Outstanding

Value Balance

2016 36,049 -

2015 2 2

B Loan taken (including interest) from Bata India Limited

(Amount in Rs.'000s)

Year

Loan Amount Interest amount

2016 60,000 2,583 62,324

2015 - - -

23 Details of dues to micro and small enterprises as defined under the MSMED Act, 2006 :

There are no transactions during the year with any micro and small enterprises as defined under MSMED Act.

24 Previous year figures

Previous year figures have been regrouped / reclassified, where necessary, to conform to this year’s classification.





Arun Kumar Agarwal

Partner


Place: New Delhi

Date: May 27, 2016

Name of the Party

Enterprises having Key Managerial

Person in Common

Subsidiary of Holding Company

Bata India Limited

Transaction ValueOutstanding

Balance

Particulars of Unhedged foreign

currency exposure

Amount in foreign Currency Amount in Indian Currency

(Rs. 000')

Enterprises owned or significantly

influenced by Key Managerial

Personnel or their relatives

:

Bata India Limited

Name of the Party

ROUTE MAP TO THE AGM VENUE

Conference Room of Bata India Limited

27B, Camac Street, 1st Floor, Kolkata - 700016

27B, Camac Street,

1st Floor

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