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Britannia Industries Ltd.

BSE: 500825 Sector: Agri and agri inputs
NSE: BRITANNIA ISIN Code: INE216A01022
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OPEN 2997.85
PREVIOUS CLOSE 3002.35
VOLUME 92201
52-Week high 3575.00
52-Week low 2506.65
P/E 41.26
Mkt Cap.(Rs cr) 35754.00
Buy Price 2979.50
Buy Qty 24.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2997.85
CLOSE 3002.35
VOLUME 92201
52-Week high 3575.00
52-Week low 2506.65
P/E 41.26
Mkt Cap.(Rs cr) 35754.00
Buy Price 2979.50
Buy Qty 24.00
Sell Price 0.00
Sell Qty 0.00

Britannia Industries Ltd. (BRITANNIA) - Director Report

Company director report

The Directors present their Report together with the financial statements for thefinancial year ended 31 March 2016.

1. FINANCIAL RESULTS

Rs. in Crores

Particulars Year ended 31 March 2016 Year ended 31 March 2015
Sale of Products 8097.81 7269.26
Other Operating Revenues 79.01 75.53
Other Income 98.21 87.53
Profit from Operations (PBT before other income finance costs and exceptional items) 1044.93 654.23
Profit before exceptional items and tax 1141.89 740.55
Exceptional Items* (10.33) 142.06
Profit Before Tax 1131.56 882.61
Less: Tax Expense 382.47 260.20
Net Profit 749.09 622.41
Add: Profit brought forward 811.07 491.15
Profit available for appropriation 1560.16 1113.56
Less: Proposed Dividend 239.95 191.88
Less: Tax on Proposed Dividend 48.85 39.06
Less: Dividend (including tax on dividend) on equity shares issued under ESOS after the year end 0.10
Less: Transfer to General Reserve 74.91 62.24
Less: Additional depreciation due to revision in useful life of Fixed Assets as per Companies Act 2013 (Net of Deferred tax) 9.31
Balance carried forward to Balance Sheet 1196.35 811.07
Net Cash Flow from Operating Activities 877.69 515.33

* Includes Additional bonus provision made as per amendments to the Payment of BonusAct 1965 of ' 10.33 Crores. (Previous year: Profit on sale of land & building of '159.92 Crores provision for diminution in value of investments in Daily Bread GourmetFoods (India) Private Limited of ' 4 Crores and Voluntary Retirement Scheme("VRS") related cost to all workmen at Delhi factory of ' 13.86 Crores.)

2. OVERVIEW OF COMPANY PERFORMANCE

In an economic environment wherein revenue growth in the FMCG sector has slowed downyour Company achieved a sales growth of 11.4% and added ' 828.55 Crores to sales. YourCompany focused on profitability capital productivity and working capital management togenerate cash flow from operating activities of ' 877.69 Crores compared to ' 515.33Crores in the previous year. Earnings per share (of ' 2/- each) increased from ' 51.90 to' 62.44.

During the year your Company focused on product innovation brand building anddistribution to grow faster than the market. Your Company's brands have become iconic overtime due to the combination of superior product and endearing communication.

Your Company's focus on building new capabilities and a robust pipeline of innovationresulted in new launches in the form of Pure Magic Chocolush Pure Magic Choco DeuceTiger Glucose Chocolate and Tiger Cashew Cookies. Coupled with leading edge go-to-marketapproaches these innovations tap new sources of growth and profitable revenue whilebuilding brand differentiation and relevance.

Your Company has been making focused efforts to balance cost quality and aspiration inits brand for consumer affordability. Cost effectiveness has been a key pillar of yourCompany's value creation strategy and this was achieved through scale in operationstechnology interventions and wastage reduction in the value chain along with efficientmanagement of working capital. Your Company will continue and intensify the thrust on costeffectiveness in the coming year as well.

Trend lines of key performance parameters are shown in the tables below:

3. DIVIDEND

The Board of Directors are pleased to recommend a dividend of 1000% on the paid upequity share capital of the Company which amounts to ' 20/- per share (face value ' 2 pershare) for consideration and approval by the Members at the Annual General Meeting. Thetotal dividend payout amounts to ' 288.80 Crores including dividend distribution tax of '48.85 Crores.

4. CONSOLIDATED FINANCIAL RESULTS

Your Company has prepared Consolidated Financial Statements in accordance withAccounting Standard 21 - "Consolidated Financial Statements" prescribed underSection 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules2014. The Consolidated Financial Statements reflect the financial position of the Companyand those of its Subsidiaries and Associates. As required by Regulation 34 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as ‘SEBI(LODR) Regulations 2015') the Audited Consolidated Financial Statementstogether with the Independent Auditor's Report thereon are annexed and form part of thisAnnual Report.

Consolidated Sale of Products of your Company for the financial year ended 31 March2016 was ' 8835.98 Crores compared with ' 7944.18 Crores in the previous year a growthof 11.2%. Consolidated Net Profit for the year ended 31 March 2016 was ' 806.11 Crorescompared with ' 688.64 Crores in the previous year a growth of 17.1%.

Particulars Year ended 31 March 2016 Year ended 31 March 2015
Sale of Products 8835.98 7944.18
Other Operating Revenues 71.79 83.33
Other Income 99.98 87.96
Profit from Operations (PBT before other income and finance costs) 1113.12 719.43
Profit before Tax 1197.90 949.59
Net Profit 806.11 688.64

SUBSIDIARIES & ASSOCIATES

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read with therules made thereunder a statement containing the salient features of the financialstatements of our Subsidiaries and Associates in the Form AOC-1 is annexed and form partof this Report.

The statement provides the details of performance and financial position of each of theSubsidiaries and Associates. Your Company does not have any Material Subsidiary as definedunder Regulation 16(1)(c) of SEBI(LODR) Regulations 2015 as on 31 March 2016.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements audited accounts of all thesubsidiaries and other documents attached thereto are available on our website:www.britannia.co.in.

Your Directors present herewith a broad overview of the operations and financials ofSubsidiaries and Associates of your Company:

Britannia Dairy Private Limited (BDPL)

The Dairy business of the Company was favourably impacted by softening in milk priceduring the year. The Company registered a turnover of ' 322.25 Crores compared to ' 329.48Crores in the previous year. The business achieved a Net Profit of ' 34.02 Crores comparedto ' 29.47Crores in the previous year a growth of 15.4%.

Daily Bread Gourmet Foods (India) Private Limited (Daily Bread)

Daily Bread is a manufacturer of premium gourmet bakery products including specialtybreads cakes pastries and cookies. Its operations are largely confined to Bangalore. Theturnover of Daily Bread was ' 9.88 Crores compared to ' 15.75 Crores in the previous year.Loss for the year was ' 1.96 Crores compared to ' 3.50 Crores in the previous year. Duringthe year under review the Board of Directors of Daily Bread and Britannia IndustriesLimited (BIL) have approved the Scheme of Arrangement for Demerger of Manufacturing andRetail Sales Business of Daily Bread into BIL. Both the Companies are in the process ofobtaining final approvals from the respective High Courts and other statutory authorities.

Strategic Foods International Co. LLC Dubai (SFIC)

SFIC sales increased by 21.6% at AED 24.15 Crores (' 430.64 Crores) compared with AED19.86 Crores (' 330.65 Crores) for the previous year. SFIC posted a net profit of AED 1.13Crores (' 20.10 Crores) as compared to AED 1.94 Crores (' 32.34 Crores) in the previousyear.

Al Sallan Food Industries Co. SAOC (ASFI)

ASFI sales are primarily to SFIC and for the year ended 31 March 2016 closed at RO 1.23Crores (' 208.78 Crores) as compared to RO 1.02 Crores (' 162.20 Crores) for the previousyear. It posted a net profit of RO 3.48 lakhs (' 5.92 Crores) against a net profit of RO0.20 lakhs (' 0.32 Crores) in the previous year.

Britannia and Associates (Mauritius) Private Limited Mauritius (BAMPL)

BAMPL a Company formed in Mauritius is a wholly- owned subsidiary of your Company andis the holding Company of Britannia and Associates (Dubai) Private Company Limited aJebel Ali Free Zone Offshore Company which in turn holds investments in Strategic FoodsInternational Co. LLC Dubai Al Sallan Food Industries Co. SAOC Oman and StrategicBrands Holding Company Limited Dubai a Jebel Ali Free Zone Offshore Company.

The combined revenue and loss of holding Companies for the year ended 31 March 2016 wasUSD 0.06 Crores (' 3.80 Crores) and USD 0.004 Crores (' 0.26 Crores) compared to USD 0.08Crores (' 5.08 Crores) and USD 0.002 Crores (' 0.14 Crores) in the previous year.

Britannia Dairy Holdings Private Limited Mauritius (BDH)

BDH a Company formed in Mauritius is a wholly- owned subsidiary of your Company. BDHholds certain trademarks relating to the Dairy business of your Company. BDH is notengaged in any commercial activity.

Investment Companies

Boribunder Finance and Investments Private Limited (Boribunder) Flora InvestmentsCompany Private Limited (Flora) and Gilt Edge Finance and Investments Private Limited(Gilt Edge) form the Investment Subsidiaries of your Company. The combined revenue andprofit of the Investment Subsidiaries for the financial year ended 31 March 2016 was Niland ' 0.16 Crores respectively. Further the following Companies engaged in manufacturingof biscuits at various locations are also Subsidiaries of your Company. The Revenue fromOperations / Net Sales and Net Profit of the said Subsidiaries for the financial yearended 31 March 2016 are as under:

Name of Subsidiary Revenue from Operations / Net Sales Net Profit / (Loss)
International Bakery Products Limited 34.12 0.76
J B Mangharam Foods Private Limited 35.57 (0.45)
Manna Foods Private Limited 36.53 (1.33)
Ganges Vally Foods Private Limited 19.18 0.07
Sunrise Biscuit Company Private Limited 147.51 0.21

Welfare Companies

Britannia Employees General Welfare Association Private Limited Britannia EmployeesEducational Welfare Association Private Limited and Britannia Employees Medical WelfareAssociation Private Limited are three of the other Subsidiaries of your Company. These areCompanies limited by guarantee with no share capital and have been set up for generaleducational and medical welfare of the employees of your Company. They are not engaged inany commercial activity.

Besides the above there are two other Subsidiary Companies namely (i) Vasana Agrex andHerbs Private Limited and (ii) Snacko Bisc Private Limited. They are not engaged in anycommercial activity. The financial details of these Companies are forming part of thisReport.

There are two Associate Companies namely

(i) Klassik Foods Private Limited and (ii) Nalanda Biscuits Company Limited. Thefinancial details of these Companies are forming part of this Report.

5. RESERVES

Your Company has transferred an amount of ' 74.91 Crores to the General Reserve for thefinancial year ended 31 March 2016.

6. SHARE CAPITAL

During the year under review your Company has allotted 50000 equity shares of ' 2each upon exercise of 50000 options granted under ESOS. Consequently the paid up equityshare capital of the Company has increased from ' 23.99 Crores in the previous year to '24.00 Crores in the current year.

7. PUBLIC DEPOSITS

Your Company has neither accepted nor renewed any deposits from public within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the year.

8. THE BRITANNIA PROMISE TO SPREAD DELIGHT

Your Company's oath to deliver a unique and ecstatic experience to its consumers bymaximizing on aspiration-worthiness cost-effectiveness and quality has continued to bethe guiding principle of operations. Guided by the Britannia Promise the Management ofyour Company constantly assesses the current state of its products versus the desiredstate. The rigour and commitment behind product innovations which delivered new-to-marketexperiences is testimony to the Promise being at the core of our being. This reflects inour performance in the market place as well. Several opportunities are in the pipeline andwill be rolled out in the coming year each delighting consumers and strengthening ourbrand credentials.

Your Company recognizes that it is only as good as the last product it has delivered toconsumers. Keeping this in mind all employees of your Company continuously challengethemselves to ensure that the products that reach consumers are not only superior tocompetitors in their design but they also reach them with consistently high quality.Consequently each employee of your Company maintains market-place-vigilance on a regularbasis and is effectively an independent market information source reporting back into amechanism designed to identify and correct market place deficiencies quickly andcomprehensively.

9. BRANDS

Brands are your Company's competitive edge and hence keeping them vibrant relevant andpreferred by consumers is paramount. The year 2015-16 saw a slew of new initiatives - bigrenovations innovations promotions activations and advertisements which kept yourCompany's brands salient in the Indian Consumer's minds.

The year 2015-16 saw subdued economic growth for the FMCG Industry but your Companybucked the FMCG trend by demonstrating fresh thinking on all its brands thereforebringing the brands closer to consumers than before.

Big strategic shifts were made to the power brands of your Company. Your Company'sbiggest brand Good Day underwent a comprehensive relaunch with a differentiated productnew advertising campaign and fresh new packaging. The relaunch was a resounding successwith the brand growing substantially in 2015-16. Britannia Milk Bikis 5050 and Tiger wentthrough big relaunches which helped strengthen your Company's presence in the market andin consumer's minds. At the same time a new campaign was released to accelerate thegrowth of your Company's premium health brand Britannia Nutrichoice.

Your Company took huge strides in digital media with large digital activations done byGood Day 5050 and Nutrichoice during the year. Your Company launched Britannia Pure MagicChocolush a differentiated offering in the chocolate fills space. Your Company alsotransformed the category of value cookies value creams and crackers with significantportfolio shifts in each of the categories.

Your Company created strong presence in the minds of consumers with blockbusteractivations associating with popular properties such as Filmfare IPL Asia Cup TheTamil Movie Pasanga-2 etc. These properties also helped build stature for the Companysetting it apart from the rest of the competition in the category.

Your Company was competitive in the market place by ensuring that consumer value wasalways protected during the year at a time when competition was discounting. YourCompany reclaimed market leadership in 2015-16 as a result of the brands winning withconsumers across categories.

Your Company will renew its vigour on renovation innovation communication activationand as a result increase consumer engagement and feels confident that this will continueto hold your Company's growth in good stead in the years to come.

Awards and Recognition

Your Company was rewarded and recognized at many prestigious Marketing Forums in thecountry. The Good Day relaunch marketing campaign won 2 Gold and 3 Silver at theprestigious Abby Awards which celebrates impactful marketing and advertising.

The Indian Advertisers Association accorded Britannia the ‘Marketer of the Year-FMCG- Foods- Award' in the 4th Edition of the IAA Leadership Awards held inMumbai in February 2016. The Association awards path-breaking marketing initiatives thatstrengthen a brand's promise and standing amongst consumers.

Britannia was chosen as one of the ‘Top 3 Buzziest Brands in the Food Category' in11th Edition of AFAQs!- Buzziest Brands Award. AFAQs! is the No 1 website inAsia- Pacific for Advertising Media & Marketing professionals.

Britannia was chosen in another Industry Forum called the Pitch CMO Summit as a Companythat delivered ‘Maximum Customer Engagement'. The Awards recognize Best Practises inMarketing to the Indian Consumer in a competitive and dynamic environment.

10. SUPPLY CHAIN AND MANUFACTURING OPERATIONS

Your Company has been focusing on deploying a competitive edge in manufacturing andtechnology through implementation of operational excellence programs across the valuechain to build leadership economics.

Your Company increased operating control on capacity with the successful completion ofexpansion of Jhagadia factory acquisition of Chennai contract manufacturing unit andcommencing production at greenfield project in Perundurai Tamil Nadu.

The greenfield factory which was under construction at Bidadi near Bangalore isscheduled to be commissioned in Q1 2016-17. With the focus on Cake and Rusk business yourCompany is setting up its first own Rusk manufacturing factory in Madurai which willleverage synergies in cost with the existing factory. The new Rusk factory is scheduled tobe commissioned in FY 2016-17.

All these have helped in creating the right capacity and capability with superiortechnology to meet the growing demands and rising consumer expectations. Your Company hassuccessfully commissioned a state-of-the-art biscuit line in Gwalior factory and is in thefinal stages of commissioning another state- of-the-art innovation product line in itsChennai factory.

To address the challenges in supply chain planning your Company could manage the spurtin growths in demand by effectively using the SAP-APO capability and by achieving moreefficient inventory deployment across the supply nodes. Focus on freshness has helped inreducing stock ageing and returns.

Apart from service excellence to customers with optimal inventory significantreduction in distance to market was achieved thereby improving freshness and optimizingspace utilization in the entire supply chain network.

11. QUALITY PROGRAMS

Your Company is committed to provide the best quality and safe products complying withall regulatory requirements and continued the journey with winning product design vendorquality assurance programs for all input materials manufacturing compliance to design andfinally a robust supply chain to deliver products to delight consumers.

Your Company continued excellence in quality and food safety by adopting the bestpractices and building capability for International Quality Standards.

12. RESEARCH AND DEVELOPMENT (R&D)

You will be glad to know that your company is building futuristic capacity andcapability in R&D and has built 55000 sq ft of state-of-art R&D centre at Bidadinear Bangalore. This centre has world class analytical capability organoleptic labculinary centre and advanced bench top and pilot plant capability. This will steer yourcompany to next phase of growth by delighting consumers with delivery of disruptiveinnovations renovating the core product portfolio and value engineering to be costcompetitive in the market place.

This year is marked with launch of consumer winning Choco Centre filled product"Pure Magic Chocolush" Tiger Cashew Krunch Tiger Choco Glucose Good DayChunkies and Heavens smaller pack Festive boxes for Chunkies and Chocolush which receivedvery positive response from the market. Your R&D team also delivered a verydifferentiated and new to market innovation "Pure Magic Deuce" which is beingtest marketed in Bangalore city. This product is made using a combination of crispybiscuit and a delightful choco slab. Your Company has also renovated core product rangeincluding Good Day Butter and Cashew Tiger Glucose Tiger Cream 50-50 range of productsMilk Bikis and Bread. The product and packaging value engineering delivery from the teamcontinued this year also and team has built a very robust pipeline for the future.

You will be pleased to know that your Company's R&D team is adopting best practicesin innovations and renovation of the products and Quality by design principles are wellintegrated in our Innovation Process Management.

13. INFORMATION TECHNOLOGY (IT)

IT systems supports timely decisions through conversion of data into actionableinformation. During FY 2015-16 your Company has moved ahead on mobility front enablingfield force MIS on tablets. With enhanced usage of Product Lifecycle Management (PLM)linked to ERP the compliance levels on recipe are better managed.

As planned your Company has made the first move of procuring the license for HANA (in-memory computing platform). The implementation details are being worked out in line withhardware refresh cycle. This implementation in coming years will enhance analyticalcapabilities by introducing HANA in areas like sales / marketing and finance which willsupport real-time operations smarter decision making and deliver better business results.Your Company is also looking at centralizing / consolidating other activities in line withglobal trends which will help in increasing flexibility to respond to market changes.

14. ENVIRONMENT AND SAFETY

Environment Health and Safety (EHS) is considered critical to your Company. YourCompany has introduced various accident prevention programs at work place as part ofdemonstrating continual improvement in the field of health and safety. Your Company hasintroduced benchmarking system to validate the EHS performance of the business using leadlag and system-related performance indicators. Employee participation is a vital factor inyour Company in strengthening the proactive safety culture through campaigns andcompetitions.

Focused safety measures have been initiated for all on-going green and brown fieldprojects.

As part of continual improvement at work place your Company also initiated severalactivities as part of safety management like:

(a) National safety week celebrations across the business

(b) Safety KAIZENS

(c) Tool box talks at work place to strengthen the awareness

(d) Hazard and risk study

(e) Incident analysis to identify the root causes

(f) Work permit system as part of accident prevention

(g) Plant safety inspection program to capture unsafe conditions

(h) Plant safety observation program to capture unsafe practices

(i) Technical safety programs as part of machine safety

(j) Deployment of suitable controls at work place as part of standard approach withrespect to the hierarchy of controls

(k) Mock drills and fire drills as part of emergency preparedness

(l) Preparing manufacturing sites for OHSAS 18001:2007 standard certification process

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

For your Company CSR means Corporate Sustainable Responsibility and this meansembedding CSR into its business model. Pursuant to the provisions of Section 135 of theCompanies Act 2013 read with the Companies (Corporate Social Responsibility Policy)Rules 2014 your Company as part of its CSR initiatives has undertaken projects/programsin accordance with the CSR Policy and the details of the CSR activities are given asAnnexure ‘A' forming part of this Report.

16. PENSION

In the suit filed by the Britannia Industries Limited Pensioners Welfare Associationthe Company received a judgement on 21 September 2015 from Hon'ble City Civil CourtBangalore in the matter of pension payable to its eligible beneficiaries. The Board ofDirectors reviewed the judgement and after obtaining legal opinion from eminent lawyersresolved to file an appeal in the higher court against the said judgement. Accordinglythe Company has appealed against the Hon'ble City Civil Court's judgement in the Hon'bleHigh Court of Karnataka. In response to the appeal filed the Hon'ble High Court ofKarnataka vide its order dated 18 December 2015 referred the matter to Bangalore MediationCentre for exploring the possibilities of settlement. The Britannia Industries LimitedPensioners Welfare Association through their legal counsel had submitted that they willnot precipitate execution before the trial court during mediation. The mediation meetingsare currently in progress. Related matters have been dealt within Note No. 33 of theStandalone Financial Statements and Note No. 34 of the Consolidated Financial Statementswhich are self-explanatory.

17. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO Details of energy conservation technology absorption foreignexchange earnings and outgo in accordance with the provisions of Section 134 (3)

(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014are given as Annexure ‘B' forming part of this Report.

18. CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34 read with point C & E of Schedule V ofSEBI (LODR) Regulations 2015 a separate Report on Corporate Governance for the financialyear ended 31 March 2016 along with the Auditor's Certificate on its compliance is formingpart of this Annual Report.

19. BUSINESS RESPONSIBILITY REPORT Pursuant to Regulation 34(2) (f) of SEBI (LODR)Regulations 2015 the "Business Responsibility Report" (BRR) of the Company forthe financial year 2015-16 is forming part of this Annual Report.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Nusli N Wadia Director retiring by rotationat the ensuing Annual General Meeting is eligible for re-appointment.

Dr. Vijay Kelkar has resigned from the Directorship of the Company w.e.f 31 May 2016.The Board of Directors placed on record their sincere appreciation for the valuablecontribution made by Dr. Kelkar during his tenure as Director of the Company.

21. DIRECTORS' RESPONSIBILITY

Pursuant to Section 134 (5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed;

(b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as on 31 March 2016 and of the profit of theCompany for the year;

(c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Annual Accounts are prepared on a going concern basis;

(e) They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;

(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and these systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultant(s) and the reviews made by the Management andthe relevant Board Committees including the Audit Committee and Risk ManagementCommittee the Board is of the opinion that the Company's internal financial controls wereadequate and operationally effective during the financial year 2015-16.

22. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 read with therules made thereunder and Regulation 16(1)(b) of SEBI(LODR) Regulations 2015.

23. BOARD AND COMMITTEE MEETINGS

A calendar of Board and Committee Meetings is circulated in advance to all theDirectors. The details of the Board and Committee Meetings held during the year are givenin the Clause No. 2 & 3 of the Corporate Governance Report.

24. BOARD EVALUATION

Pursuant to the provisions of Companies Act 2013 read with the rules made thereunderand SEBI (LODR) Regulations 2015 the performance evaluation of individual DirectorsBoard and its Committees was carried out. The manner in which the evaluation has beencarried out is given in the Clause No. 3(b) of the Corporate Governance Report.

25. REMUNERATION POLICY

The details of the Remuneration Policy are covered in the Clause No. 3(b) of theCorporate Governance Report. It is hereby affirmed that the Remuneration paid is as perthe Remuneration Policy of the Company.

26. AUDIT COMMITTEE AND RISK MANAGEMENT COMMITTEE

The Board of Directors at their meeting held on 7 November 2015 had re-named andre-constituted Audit Committee as Audit Committee and Risk Management Committee. Thecomposition powers role and terms of reference of the Committee are in accordance withthe requirements mandated under Section 177 of the Companies Act 2013 read with the rulesmade thereunder and Regulation 18 and 21 read with Part C of Schedule II of SEBI (LODR)Regulations 2015.

The details of Committee along with Meetings held during the year are given in theClause No. 3(a) of the Corporate Governance Report.

27. RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on dealing with Related Party Transactions. ThePolicy is disclosed on the website of the Company.

Weblink: http://britannia.co.in/pdfs/statutory disclosures/Britannia%20Industries%20Limited-Policy%20On%20Related%20Party%20 Transactions.pdf

All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of the SEBI (LODR) Regulations 2015 during the year were in theordinary course of business and on an arms' length basis and do not attract the provisionsof Section 188 of the Companies Act 2013. However pursuant to the provisions ofRegulation 23 (2) of the SEBI (LODR) Regulations 2015 prior approval of the AuditCommittee and Risk Management Committee was sought for entering into the Related PartyTransactions.

During the year the Company had not entered into any contract / arrangement /transactions with Related Parties which could be considered as material in terms ofRegulation 23 of the SEBI (LODR) Regulations 2015. In accordance with Accounting Standard18 the Related Party Transactions are disclosed under Note No. 44 of the StandaloneFinancial Statements.

28. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The details about the adequacy of Internal Financial Controls are covered in the Clause(H) of the Management Discussion and Analysis.

29. PARTICULARS OF EMPLOYEES

The disclosure as per Section 197(12) of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended forms part of this Report. However as per the provisions of Section 136 of theCompanies Act 2013 the report and accounts are being sent to the Members and othersentitled thereto excluding the disclosure on particulars of employees which is availablefor inspection by the Members at the Registered Office of the Company during businesshours on working days of the Company up to the date of the ensuing Annual General Meeting.If any Member is interested in obtaining a copy thereof such Member may write to theCompany Secretary in this regard.

30. EMPLOYEE STOCK OPTION SCHEME (ESOS)

The disclosure pursuant to the provisions of Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 erstwhile Securities and Exchange Boardof India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999 and as per Section 62(1) (b) of the Companies Act 2013 read with Rule 12(9) of theCompanies (Share Capital and Debentures) Rules 2014 is given as Annexure ‘C' formingpart of this Report.

31. STATUTORY AUDITORS

The Members at the 95th Annual General Meeting held on 12 August 2014 hadappointed M/s. B S R & Co. LLP Chartered Accountants as the Statutory Auditors ofthe Company pursuant to the provisions of Section 139 142 and other applicableprovisions if any of the Companies Act 2013 to hold office from the conclusion of thatAnnual General Meeting till the conclusion of the 5th consecutive AnnualGeneral Meeting subject to ratification by the Members at every Annual General Meetingat a remuneration to be decided by the Board of Directors in consultation with theAuditors plus applicable service tax and reimbursement of travelling and out of pocketexpenses incurred by them for the purpose of audit.

Further the Members at the 96th Annual General Meeting held on 4 August2015 had ratified the appointment of M/s. B S R & Co. LLP Chartered Accountants asthe Statutory Auditors of the Company to hold office from the conclusion of that AnnualGeneral Meeting till the conclusion of the 4th consecutive Annual GeneralMeeting.

In this regard M/s. B S R & Co. LLP Chartered Accountants have submitted theirwritten consent that they are eligible and qualified to be re-appointed as StatutoryAuditors of the Company in terms of Section 139 of the Companies Act 2013 and alsosatisfy the criteria provided in Section 141 of the Companies Act 2013.

Accordingly the Board recommends to the Members for ratification of the appointment ofM/s. B S R & Co. LLP Chartered Accountants as the Statutory Auditors of the Companyat the ensuing Annual General Meeting.

32. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhad appointed M/s. Parikh & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the Financial Year 2015-16. TheSecretarial Audit Report is given as Annexure ‘D' forming part of this Report.

33. PARTICULARS OF INVESTMENTS LOANS AND GUARANTEES

The particulars of Investments Loans and Guarantees covered under the provisions ofSection 186 of the Companies Act 2013 read with the rules made thereunder are given inthe Note No. 29 30 and 31 of the Standalone Financial Statements.

34. RISK MANAGEMENT POLICY

The Company has formulated a Risk Assessment & Management Policy. The details ofthe same are covered in the Clause No. 5(d) of the Corporate Governance Report.

35. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts orTribunals during the year impacting the going concern status and the operations of theCompany in future.

36. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The details of the Whistle Blower Policy are covered in the Clause No.5 (c) of theCorporate Governance Report. The Whistle Blower Policy is available on the website of theCompany. Weblink: http://britannia. co.in/pdfs/statutory disclosures/WHISTLE%20BLOWER%20POLICY.pdf

37. PARTICULARS OF REMUNERATION OF DIRECTORS KMP AND EMPLOYEES

A statement containing the details of the Remuneration of Directors Key ManagerialPersonnel (KMP) and Employees as required under Section 197(12) of the Companies Act 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is given as Annexure ‘E' forming part of this Report.

38. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 read withthe rules made thereunder an extract of the Annual Return in Form MGT-9 is given asAnnexure ‘F' forming part of this Report.

39. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has set up an Internal Complaints Committee for providing a redressalmechanism pertaining to sexual harassment of women employees at workplace. There was nocase of sexual harassment reported during the year under review.

40. ACKNOWLEDGEMENTS

Your Directors would like to thank all stakeholders namely customers shareholdersdealers suppliers bankers employees and all other business associates for thecontinuous support given by them to the Company and its Management.

On behalf of the Board
Place : Mumbai Nusli N Wadia
Date : 20 May 2016 Chairman

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