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Bata India Ltd.

BSE: 500043 Sector: Others
NSE: BATAINDIA ISIN Code: INE176A01028
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VOLUME 22334
52-Week high 1383.75
52-Week low 690.00
P/E 59.58
Mkt Cap.(Rs cr) 17,483
Buy Price 1360.30
Buy Qty 5.00
Sell Price 1366.00
Sell Qty 50.00
OPEN 1351.00
CLOSE 1351.00
VOLUME 22334
52-Week high 1383.75
52-Week low 690.00
P/E 59.58
Mkt Cap.(Rs cr) 17,483
Buy Price 1360.30
Buy Qty 5.00
Sell Price 1366.00
Sell Qty 50.00

Bata India Ltd. (BATAINDIA) - Director Report

Company director report

Your Directors are pleased to present the 85th Annual Report coveringthe operational and financial performance of your Company along with the Audited FinancialStatements for the financial year ended March 31 2018.

FINANCIAL HIGHLIGHTS

Particulars

Financial Year ended on March 312018

Financial Year ended on March 31 2017

(Audited)

(Audited)

Revenue from operations

26363.18

24972.41

Other Income

508.44

466.46

Total

26871.62

25438.87

Profit / (Loss) before Exceptional items and Taxation

3400.14

2552.44

Exceptional items- Income / (Loss)

-

(216.69)

Profit / (Loss) before Taxation

3400.14

2335.75

Provision for Taxation

1164.36

748.27

Net Profit

2235.78

1587.48

Other Comprehensive Income / (Loss) (net of tax)

(160.03)

(14.10)

Total Comprehensive Income

2075.75

1573.38

Your Company has prepared the Financial Statements for the financialyear ended March 31 2018 under Sections 129 133 and Schedule II to the Companies Act2013 read with the Companies (Indian Accounting Standards) Rules 2015 as amended.

During the financial year ended March 31 2018 your Company recorded aturnover of Rs. 26363.18 Million as compared to the turnover of Rs. 24972.41 Millionrecorded during the previous financial year ended March 31 2017. Revenue from operationsfor the year ended March 31 2018 has increased by 6% over the corresponding period lastyear. The numbers are howevernot comparable consequent to implementation ofGoods andServices Tax (GST). The Net Profit of your Company for the financial year ended March312018 stood at Rs. 2235.78 Million as against the Net Profit of Rs.1587.48 Million forthe financial year ended March 31 2017. Accordingly the Profit before Exceptional Itemsand Tax for the financial year ended March 312018 reflects a growth of 33% over thecorresponding Profit for the financial year ended March 31 2017. Details of theExceptional Items for both the aforesaid financial years have been mentioned in Note No.26 of the Notes to the Financial Statements in this Annual Report.

On a consolidated basis your Company recorded a turnover of Rs.26412.16 Million during the financial year ended March 312018 and achieved consolidatedNet Profit of Rs. 2205.13 Million for the said financial year.

Your Company continued to be India's leading and most preferredfootwear brand by developing and implementing a strong marketing strategy to support itsnew image and position. Last year your Company has invested in understanding consumerneeds through intensive consumer interactions and research and used that knowledge ineffectively delivering consumer need based solutions. We continue to build our strengthsin the Comfort and Quality parameters while bringing world's best technologies coupledwith global design trends to the market.

During the year under review your Company carefully re-engineered keytouchpoints in the consumer journey thereby stepping up the focus on Visual Merchandisingvia breath taking store windows curating a shopping conducive playlist for instore musicrefreshing the store decor to highlight different brands / features and employing trainedstylists to better serve our discerning customer in our top stores in Metro's and to begradually extended across all stores.

With a view to bring back the swagger to Bata your Company launchedits internationally developed 'Red Angela Store Concept' in Kolkata and Delhi. Thisconcept is aesthetically designed and offers clutter-free shopping experience throughmerchandise focal points (in red & white) and exudes a premium look that adds up to a'wow' feel.

A key focus for your Company this year has been to build the brandamong the youth of the country especially the millennials. The online marketinginitiative social media presence blogs and advertisements along with two youthful brandambassadors Smriti Mandhana and Kriti Sanon have helped strengthen your Company's connectamong the younger consumers. With the introduction of new collections in Power a fashionforward collection under Bata Red Label and a contemporary range of casuals for both men& women we have seen more and more young Indians come back to our stores. YourCompany is also leveraging brand North Star to connect with the youngsters in the countrywith very encouraging response.

Your Company's brand popularity and consumer initiatives wererecognized as 'Bata' was conferred the IMAGES - Most Admired Footwear Brand of the Year2017 at the 18th Annual IMAGES Fashion Awards. The brand was also featured amongst India'sbuzziest brands at AFAQ'S 2017 (online portal for the marketing advertising and medianews).

SHARE CAPITAL

The Authorized Share Capital of your Company as on March 312018 standsat Rs. 700000000/- divided into 140000000 equity shares of Rs. 5/- each. The IssuedShare Capital of your Company is Rs. 642850000/- divided into 128570000 equity sharesof Rs. 5/- each and the Subscribed and Paid-up Share Capital is Rs. 642637700/- dividedinto 128527540 equity shares of Rs. 5/- each fully paid-up.

DIVIDEND

Your Board recommends a dividend of Rs. 4/- per Equity Share of Rs. 5/-each (i.e. 80%) for the financial year ended March 312018. The dividend if declared bythe Members at the forthcoming Annual General Meeting (AGM) shall be paid to the eligibleMembers of the Company from Thursday August 2 2018 onwards. The total payout ofaforesaid dividend would be approximately Rs. 514.11 Million excluding the corporatedividend distribution tax as applicable.

The recommendation of aforesaid dividend is in line with the DividendDistribution Policy of the Company approved by your Board. The said Dividend DistributionPolicy has been uploaded on the website of the Company at www.bata.inand is available at the link https://bata.in/0/pdf/DividendDistributionPolicy-BIL.pdf

GENERAL RESERVE

The Company has not transferred any amount to the General Reserveduring the financial year ended March 31 2018.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEENEND OF THE FINANCIAL YEAR AND THE DATE OF REPORT

Subsequent to the end of the financial year on March 31 2018 tilldate there has been no material change and / or commitment which may affect the financialposition of the Company.

CREDIT RATING

During the year under review ICRA Limited (ICRA) has reaffirmed theCredit Rating of ‘[ICRA] AA+' (pronounced as ICRA double A plus) for theNon-Fund Based Facilities of your Company. The outlook on the Long Term Rating is'Stable'.

DEPOSITS

Your Company has no unclaimed / unpaid matured deposit or interest duethereon since December 31 2013. Your Company has not accepted any deposits covered under'Chapter V - Acceptance of Deposits by Companies' under the Companies Act 2013duringthe financial year ended March 31 2018.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

In terms of Section 186 of the Companies Act 2013 and Rules framedthereunder details of the Loans given and Investments made by your Company have beendisclosed in Note No. 5 of the Notes to Financial Statements for the year ended March 312018 which forms part of this Annual Report. Your Company has not given any guarantee orprovided any security during the year under review.

RELATED PARTY TRANSACTIONS

During the financial year ended March 312018 all transactions withthe Related Parties as defined under the Companies Act 2013 read with Rules framedthereunder were in the 'ordinary course of business' and 'at arm's length' basis.Your Company does not have a ‘Material Subsidiary' as defined under Regulation16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015['Listing Regulations']. Your Board shall formulate a Policy to determine MaterialSubsidiary as and when considered appropriate in the future.

During the year under review your Company did not enter into anyRelated Party Transactions which require prior approval of the Members. All Related PartyTransactions of your Company had prior approval of the Audit Committee and the Board ofDirectors as required under the Listing Regulations. Subsequently the Audit Committeeand the Board have reviewed the Related Party Transactions on a quarterly basis. YourCompany has an internal mechanismforthe purpose ofidentification and monitoring of RelatedParty Transactions.

During the year under review there has been no materially significantRelated Party Transactions having potential conflict with the interest ofthe Company.

Since all Related Party Transactions entered into by your Company werein the ordinary course of business and also on an arm's length basis therefore detailsrequired to be provided in the prescribed Form AOC - 2 is not applicable to the Company.Necessary disclosures required under the Ind AS 24 have been made in Note No. 37 of theNotes to the Financial Statements for the year ended March 31 2018.

SUBSIDIARIES

The Company has three wholly owned subsidiaries viz. Bata PropertiesLimited Coastal Commercial & Exim Limited and Way Finders Brands Limited.

The Annual Reports of these Subsidiaries will be made available forinspection by the Members of the Company at the Registered Office of your Company at 27BCamac Street 1st Floor Kolkata - 700016 West Bengal between 11:00 a.m. and 1:00 p.m. onany working day upto the date of AGM. Annual Reports along with the Audited FinancialStatements of each of the Subsidiaries of your Company are also available on the websiteof the Company at www.bata.in. The Annual Reports oftheaforesaid Subsidiaries for the financial year ended March 312018 shall be provided to theMembers of the Company upon receipt of written request from them.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013read with Rule 5 of Companies (Accounts) Rules 2014 a statement containing salientfeatures of Financial Statements of the aforesaid Subsidiaries has been provided in FormNo. AOC-1 and included in this Annual Report.

The Audited Consolidated Financial Statements (CFS) of your Company forthe financial year ended March 31 2018 prepared in compliance with the provisions of IndAS 27 issued by the Institute of Chartered Accountants of India (ICAI) and notified bytheMinistry ofCorporate Affairs (MCA) Government of India also forms part of this AnnualReport.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in the Form No. MGT-9 as on March 312018is annexed to this Board's Report and marked as Annexure I.

AUDIT AND AUDITORS

Auditors

In terms of the provisions of Section 139 of the Companies Act 2013read with provisions of the Companies (Audit and Auditors) Rules 2014 as amended M/s. BS R & Co. LLP Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022) wasappointed as the Auditors of the Company for a consecutive period of 5 years fromconclusion of the 84th AGM held in the year 2017 until conclusion of the 89th AGM of theCompany scheduled to be held in the year 2022.

The Members may note that consequent to the changes made in theCompanies Act 2013 and the Companies (Audit and Auditors) Rules 2014 by the Ministry ofCorporate Affairs (MCA) vide notification dated May 7 2018 the proviso to Section 139(1)of the Companies Act 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies(Audit and Auditors) Rules 2014 the requirement of ratification of appointment ofAuditors by the Members at every AGM has been done away with. Therefore the Company isnot seeking any ratification of appointment of M/s. B S R & Co. LLP CharteredAccountants as the Auditors of the Company by the Members at the ensuing AGM.

Your Company has received a certificate from M/s. BSR& Co. LLPChartered Accountants confirming their eligibility to continue as Auditors of the Companyin terms of the provisions of Section 141 of the Companies Act 2013 and the Rules framedthereunder. They have also confirmed that they hold a valid certificate issued by the PeerReview Board of the ICAI as required under the provisions of Regulation 33 of the ListingRegulations.

Secretarial Auditor

In terms of the provisions of Section 204 of the Companies Act 2013read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 your Board at its meeting held on February 9 2018 appointed M/s. P Sarawagi& Associates Company Secretaries 27 Brabourne Road Kolkata - 700001 as theSecretarial Auditor of the Company to conduct the Secretarial Audit for the financialyear ended March 31 2018 and to submit Secretarial Audit Report in Form No. MR-3.

A copy of the Secretarial Audit Report received from M/s. P Sarawagi& Associates in the prescribed Form No. MR-3 is annexed to this Board's Report andmarked as Annexure II.

Qualification reservation or adverse remark in the Auditor'sReports and Secretarial Audit Report

There is no qualification reservation or adverse remark made by theAuditors in their Reports to the Financial Statements (both Standalone and Consolidated)or by the Secretarial Auditor in his Secretarial Audit Report for the financial year endedMarch 312018.

SIGNIFICANT AND MATERIAL LITIGATIONS / ORDERS

During the year under review there were no significant material orderspassed by the Regulators / Courts and no litigation was outstanding as on March 31 2018which would impact the going concern status and future operations of your Company. Thedetails of litigation on tax matters are disclosed in the Auditor's Report and FinancialStatements which forms part of this Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

In compliance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 a statement containinginformation on conservation of energy technology absorption foreign exchange earningsand outgo of the Company in the prescribed format is annexed to this Board's Report andmarked as Annexure III.

RESEARCH AND DEVELOPMENT ACTIVITIES AND ENERGY CONSERVATION

Research and Development activities during the year under reviewcontinued to emphasize on creating a pollution-free and a safe work environment.Technological improvement in product development material development introduction ofnew footwear moulds process improvement etc. were the key focus area to improve qualityof footwear and productivity in manufacturing. During the year under review anexpenditure of Rs. 57.93 Million was incurred on Research and Development (includingproduct development initiatives) as against Rs. 59.60 Million during the financialyear2016-17. Research and Development Centres at Batanagar Batagunj & Bata Shatakmanufacturing units across India are approved by the Department of Science &Technology Government of India.

The Company has adopted a series of energy conservation measures likecontinuously replacing conventional tubes with energy efficient LED lights installationof energy efficient Variable Frequency Drive (VFD) motors in conveyors etc. at itsManufacturing Units across India. Such energy saving measures led to a saving of energycost worth approx. Rs. 3.64 Million during the year under review. Your Company shallcontinue to invest on Research and Development activities and energy saving measures inits manufacturing units in the future as well.

CORPORATE SOCIAL RESPONSIBILITY

Your Board has constituted a Corporate Social Responsibility (CSR)Committee of the Board under the Chairmanship of an Independent Director. A CSRsub-committee comprising of Senior Executives of the Company and a dedicated CSR teamundertake and monitor all CSR projects of your Company. Compositions of CSR Committee ofyour Company and other relevant details have been provided in the Corporate GovernanceReport which forms part of this Annual Report.

The Company works on the belief of its founding family members thatCompanies should exist to serve a social purpose and enhance the quality of lives ofpeople connected through the business. The Company has a CSR Policy in place which aims toensure that the Company continues to operate its business in an economically socially andenvironmentally sustainable manner while recognizing the interests of all itsstakeholders. It takes up CSR programmes which benefit the communities in and around thevicinity of its operational presence resulting in enhancing the quality of lives of thepeople in those areas. The said CSR Policy has been uploaded on the website of the Companyat www.bata.in and is available at the link https://bata.in/0/pdf/CorporateSocialResponsibilityPolicy.pdf.

In line with the Company's value of 'Improving Lives' it focussed onworking with schools to improve quality of education trained underprivileged youth inretail sales to enhance their employability skills conducted foot care awarenessworkshops with school children and donated shoes to the underprivileged communities.

Your Company spent an amount of Rs. 71.14 Million during the financialyear 2017-18 as against its 2% obligation amounting to Rs. 55.80 Million therebyexceeding its entire CSR obligation. Your Company made significant strides to harness allits resources towards successful execution of the CSR projects across all locations.

Schools - Bata Children's Programme (BCP)

During the year the Company worked with around 3000 children in 6schools across the country near its area of business operations. With the focus onpromotion of girl child education programmes were formulated and implemented towardsdevelopment of the girl child.

The Company upgraded infrastructure in schools through classroomrenovation providing classroom furniture and promoting STEM (Science TechnologyEngineering and Math) education by setting up computer and science labs. The Company alsopartnered with an organization on the project 'I Love Science' which conducts creativescience workshops with the children to remove the fear of science and make it interestingfor them using custom Science Kits. In schools as part of the preventive healthcareprogramme and promotion of life skills the Company conducted workshops for the childrenlike menstrual hygiene and good touch bad touch for girl child personal hygienesubstance abuse nutrition etc. The Company also sponsored health checkup camps invarious schools as part of the preventive healthcare programme.

Your Company believes that education should be holistic and integraltouching upon physical emotional and aesthetic development in addition to academics.Thus while working on improving academics the Company also focuses on the overalldevelopment of the child by providing opportunities to get involved in extra-curricularactivities like sports arts and crafts competitions educational tours etc. Childrenwere also involved in self-defence classes.

Empowering the girl child through specially designed Ballerinas

Continuing its commitment towards the betterment of the society theCompany launched its unique CSR campaign the 'Ballerina Project' at the Bata Store inSouth City Mall Kolkata in March 2018. Focussed on girl child empowerment the BallerinaProject by Bata aims to create a substantial positive effect for social and economicfabric. The project will be initiated first in India in association with Project NanhiKali an initiative which is jointly managed by the K.C. Mahindra Education Trust andNaandi Foundation.

Employability Training

Bata India's vocational skills project is in line with Hon'ble PrimeMinister's 'Skill India Campaign' and is based on the belief of empowering youth from theunderprivileged community. Through this project the Company aims to develop employabilityskills of the underprivileged youth to enable them to find good jobs which would lead tobetter living standards and economic growth. The Company is in the process to train 200youths in retail sales at Bengaluru Coimbatore and Hyderabad.

Bata Happy Steps Programme

We worry about our teeth eyes and other parts of the body. We learnwashing brushing and grooming. But we ignore our developing feet which have to carry theentire weight of the body throughout the lifetime. Just like adults foot care forchildren is vital to their health and well-being. But caring for kids' feet isn't exactlythe same as caring for our own feet. Their delicate toes and soles are still growing andtherefore require special attention and proper shoes.

Child's foot health plays an important role in ensuring properprogression into adulthood. If a child has a foot deformity or is experiencing foot painit is important to seek treatment from a medical professional as soon as possible. Toaddress this need Bata conducted awareness workshops across school children on foot careand hygiene and also provided shoes to the underprivileged communities.

CSR Partners

In our endeavor to deliver the best outcomes we partnered withspecialist organizations who are experts in their field.

Partner Specialization Project
SHARP (School Health Annual Report Programme) School health programme BCC (Behaviour Change Communication) workshops for school children.
HLFPPT (Hindustan Latex Family Planning Promotion Trust) School health programme BCC (Behaviour Change Communication) workshops for school children.
NIIT Foundation Computer education 'Hole in the Wall' computer project in schools.
Ingenuity EduLabs LLP Creative science workshops Science workshops with school kids
Sambhav Foundation Vocational skills Training partner for retail sales
Centum Foundation Vocational skills Training partner for retail sales
Agastya International Foundation Science labs Science labs in schools

Pursuant to the provisions of Section 135 of the Companies Act 2013read with the Companies (Corporate Social Responsibility Policy) Rules 2014 as amendedthe Annual Report on CSR Activities has been annexed to this Board's Report and marked asAnnexure IV.

SUPPORT FROM BATA SHOE ORGANIZATION

Your Company continues to receive support from the Holding Company -Bata (BN) BV. Amsterdam The Netherlands and also from Bata Shoe Organization (BSO). YourCompany also enjoys the benefits of technical research through Global Footwear ServicesPte. Ltd. Singapore (GFS). Your Company has renewed the Technical Collaboration Agreementwith GFS with effect from January 1 2011 for a period of ten years. In terms of the saidTechnical Collaboration Agreement your Company receives guidance training of personneland services from GFS in connection with research & development marketing branddevelopment footwear technology testing & quality control store location layout& design environment health & safety risk & insurance management etc. YourCompany continues to obtain expertise and experience from the personnel of GFS and otherBSO group Companies to improve its product range and operational processes throughout theyear. In terms of the renewed Agreement as aforesaid your Company has paid a technicalservices fee of Rs. 255.04 Million to GFS during the financial year ended March 312018which is around 1% of the Turnover of your Company.

BOARD OF DIRECTORS BOARD MEETINGS AND KEY MANAGERIAL PERSONNEL

Your Company's Board is duly constituted and is in compliance with therequirements of the Companies Act 2013 the Listing Regulations and provisions of theArticles of Association of the Company. Your Board has been constituted with requisitediversity wisdom and experience commensurate to the scale of operations of your Company.

During the year under review a total of four Meetings of the Board ofDirectors of the Company were held i.e. on May 15 2017; August 2 2017; November 142017 and February 9 2018. Details of Board composition and Board Meetings held during thefinancial year 2017-18 have been provided in the Corporate Governance Report which formspart of this Annual Report.

During the year under review Mr. Shaibal Sinha (DIN: 00082504) whoretired at the 84th AGM was re-appointed as a Director of the Company. The Board hasappointed Mr. Sandeep Kataria (DIN: 05183714) as an Additional Director of the Companywith effect from November 14 2017 to hold office upto the date of the forthcoming AGM. Atthe said Board Meeting Mr. Sandeep Kataria has also been appointed as the Whole-timeDirector and Chief Executive Officer of the Company for a period of five years with effectfrom November 14 2017 subject to approval of the Members at the forthcoming AGM. Interms of Section 152(6) of the Companies Act 2013 read with the Articles of Associationof the Company Mr. Kataria shall be liable to retire by rotation. Being a Whole-timeDirector and Chief Executive Officer of the Company Mr. Kataria is also a Key ManagerialPerson (KMP) of the Company in terms of the provisions of Sections 2(51) and 203 of theCompanies Act 2013.

The Company has received Notice under Section 160 of the Companies Act2013 from a Member of the Company signifying the candidature of Mr. Sandeep Kataria (DIN:05183714) for his appointment as a Director of the Company at the forthcoming AGM. A briefprofile along with necessary disclosures of Mr. Kataria has been annexed to the Noticeconvening the ensuing AGM and forms an integral part of this Annual Report. Your Boardrecommends appointment of Mr. Kataria as a Director and also the Whole-time Director andChief Executive Officer ofthe Company.

Mr. Christopher MacDonald Kirk (DIN: 07425236) Non-Executive Directoris due to retire by rotation at the ensuing AGM and being eligible offers himself forre-appointment. A brief profile along with necessary disclosures of Mr. ChristopherMacDonald Kirk has been annexed to the Notice convening the ensuing AGM and forms anintegral part of this Annual Report. Your Board recommends re-appointment of Mr.Christopher MacDonald Kirk as a Director of the Company liable to retire by rotation.

Mr. Uday Khanna Mr. Ravindra Dhariwal Mr. Akshay Chudasama and Ms.Anjali Bansal Independent Directors of your Company have declared to the Board ofDirectors that they meet the criteria of Independence as laid down in Sections 149(6) and149(7) of the Companies Act 2013 and Regulation 16(1)(b) of the Listing Regulations andthere is no change in their status of Independence. Your Board places on records its deepappreciation for their continuous guidance support and contribution to the Management ofthe Company in its pursuit to achieve greater heights.

During the year under review Mr. Maloy Kumar Gupta Company Secretary& Compliance Officer resigned from the Company with effect from October 31 2017 andMr. Arunito Ganguly has been appointed in his place as the Assistant Vice PresidentCompany Secretary & Compliance Officer with effect from December 15 2017.

Mr. Rajeev Gopalakrishnan Managing Director Mr. Sandeep KatariaWhole-time Director and Chief Executive Officer Mr. Ram Kumar Gupta Director Finance andChief Financial Officer and Mr. Arunito Ganguly Assistant Vice President CompanySecretary & Compliance Officer are the Key Managerial Personnel (KMP) of your Company.

AUDIT COMMITTEE

The Board of Directors of your Company has a duly constituted AuditCommittee in terms of the provisions of Section 177 of the Companies Act 2013 read withthe Rules framed thereunder and Regulation 18 of the Listing Regulations. The terms ofreference of the Audit Committee has been approved by the Board of Directors. Compositionof the Audit Committee number of meetings held during the year under review brief termsof reference and other requisite details have been provided in the Corporate GovernanceReport which forms part of this Annual Report. Recommendations made by the Audit Committeeare accepted by your Board.

NOMINATION AND REMUNERATION POLICY

Your Board has adopted a Remuneration Policy for identificationselection and appointment of Directors Key Managerial Personnel (KMPs) and SeniorManagement Personnel (SMPs) of your Company. The Policy provides criteria for fixingremuneration of the Directors KMPs SMPs as well as other employees of the Company. ThePolicy enumerates the powers roles and responsibilities of the Nomination andRemuneration Committee.

Your Board on the recommendations of the Nomination and RemunerationCommittee appoints Director(s) of the Company based on his / her eligibility experienceand qualifications and such appointment is approved by the Members of the Company atGeneral Meetings. Generally the Managing Director and Whole-time Directors (ExecutiveDirectors) are appointed fora period of five years. Independent Directors of the Companyare appointed to hold their office for a term of upto five consecutive years on the Boardof your Company. Based on their eligibility for re-appointment the outcome of theirperformance evaluation and the recommendation by the Nomination and RemunerationCommittee the Independent Directors may be re-appointed by the Board for another term offive consecutive years subject to approval of the Members of the Company. The DirectorsKMPs and SMPs shall retire as per the applicable provisions of the Companies Act 2013 andthe policy of the Company. While determining remuneration of the Directors KMPs SMPs andother employees the Nomination and Remuneration Committee ensures that the level andcomposition of remuneration are reasonable and sufficient to attract retain and motivatethem and ensure the quality required to run the Company successfully. The relationship ofremuneration to performance is clear and meets appropriate performance benchmarks and suchremuneration comprises a balance between fixed and incentive pay reflecting short and longterm performance objectives appropriate to the working of the Company and its goals. TheCompany follows a compensation mix of fixed pay benefits allowances perquisitesperformance linked incentives and retirement benefits for its Executive Directors KMPsSMPs and other employees. Performance Linked Incentive is determined by overall businessperformance of your Company. Annual increments are decided by the Nomination andRemuneration Committee within the salary scale approved by the Board of Directors andMembers of the Company. The Company pays remuneration to Independent Directors by way ofsitting fees and commission on the net profits of the Company. Non-ExecutiveNon-Independent Directors of your Company do not accept any sitting fees / commission.Remuneration to Directors is paid within the limits as prescribed under the Companies Act2013 and the limits as approved by the Members of the Company from time to time.

The aforesaid Nomination and Remuneration Policy has been uploaded onthe website of the Company at www.bata.in and isavailable at the link https://bata.in/0/pdf/Remuneration-Poticy_2015.pdf.Your Company conducts a Board Evaluation process for the Board of Directors as a wholeBoard Committees and also for the Directors individually through self-assessment and peerassessment. The details of Board evaluation for the financial year 2017-18 have beenprovided in the Corporate Governance Report which forms part of this Annual Report.

DISCLOSURES ON REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

Information as required under Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and subsequent amendments thereto is annexed to this Board'sReport and marked as Annexure V.

A statement containing the information of top ten employees in terms ofremuneration drawn and particulars of every employee of the Company who was in receipt ofremuneration not less than the limits specified under Section 197(12) of the CompaniesAct 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 and subsequent amendments thereto is annexed to thisBoard's Report and marked as Annexure VI.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134 of the Companies Act 2013 theDirectors to the best of their knowledge and belief hereby confirm that:

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed;

(b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2018 andof the profit of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively; and

(f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

In terms of provisions of Section 177 of the Companies Act 2013 andRules framed thereunder read with Regulation 22 of the Listing Regulations your Companyhas a vigil mechanism in place for the Directors and Employees of the Company throughwhich genuine concerns regarding various issues relating to inappropriate functioning ofthe organization can be communicated. For this purpose your Board adopted a WhistleBlower Policy which has been uploaded on the website of the Company at www.bata.in and is available at the link https://bata.in/0/pdf/Bata-WhistleBlowerPolicy.pdf.A Vigil Mechanism Committee under the Chairmanship of the Audit Committee Chairman hasbeen constituted. The Policy provides access to the Legal Head of the Company and to theChairman of the Audit Committee.

No person has been denied an opportunity to have access to the VigilMechanism Committee and the Audit Committee Chairman.

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has adopted a Policy under the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and Rules framedthereunder. Your Company is committed to provide a safe and secure environment to itswomen employees across its functions and other women stakeholders as they are consideredas integral and important part of the Organization.

An Internal Complaints Committee (ICC) with requisite number ofrepresentatives has been set up to redress complaints relating to sexual harassment ifany received from women employees and other women associates. All employees (permanentcontractual temporary trainees) are covered under this policy which also extends tocover all women stakeholders of the Company.

The following is a summary of sexual harassment complaints received anddisposed off satisfactorily during the financial year ended March 31 2018:

• No. of Complaints received : 2

• No. of Complaints disposed off : 2

Your Company has been conducting awareness campaign across all itsmanufacturing units warehouses retail stores and office premises to encourage itsemployees to be more responsible and alert while discharging their duties.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company's internal financial control ensures that all assetsofthe Company are safeguarded and protected proper prevention and detection of frauds anderrors and all transactions are authorized recorded and reported appropriately. YourCompany operates through definitive Chart of Authorities (COAs) and Standard OperatingProcedures (SOPs) in respect of its operations including financial transactions. Such COAsand SOPs are regularly monitored and if required modified from time to time depending onbusiness requirements.

Your Company has an adequate system of internal financial controlscommensurate with its size and scale of operations procedures and policies ensuringorderly and efficient conduct of its business including adherence to the Company'spolicies safeguarding of its assets prevention and detection of frauds and errorsaccuracy and completeness of accounting records and timely preparation of reliablefinancial information.

Such practice provides reasonable assurance that transactions arerecorded as necessary to permit preparation of Financial Statements in accordance with theapplicable legislations and that the same are well within the COAs and SOPs withoutexception. Your Company also monitors through its Internal Audit Team the requirements ofprocesses in order to prevent or timely detect unauthorized acquisition use ordisposition of the Company's Assets which could have a material effect on the FinancialStatements of the Company. The Internal Audit function is responsible to assist the AuditCommittee and Risk Management Committee on an independent basis with a complete review ofthe risk assessments and associated management action plans.

Risk Management is embedded in the Company's operating framework. YourCompany believes that risk resilience is key to achieving higher growth. To this effectthere is a robust process in place to identify key risks across the Company and prioritizerelevant action plans to mitigate these risks. Risk Management framework is reviewedperiodically by the Board and the Audit Committee and Risk Management Committee whichincludes discussing the management submissions on risks prioritising key risks andapproving action plans to mitigate such risks.

The Internal Audit Report and Risk Inventory Report are reviewedperiodically by the Audit Committee of the Board of Directors. The Chief Internal Auditoris a permanent invitee to the Audit Committee Meetings. The Audit Committee advises onvarious risk mitigation exercises on a regular basis. Your Company has been maintaining aseparate Internal Audit Team headed by the Chief Internal Auditor appointed by the AuditCommittee of your Board.

Your Board has also constituted a Risk Management Committee comprisingof the Directors and Senior Executives of the Company under the Chairmanship of theManaging Director of the Company. The Terms of Reference of the Risk Management Committeeand a Risk Management Policy of the Company have also been approved and adopted.

Your Board is of the opinion that the Internal Financial Controlsaffecting the Financial Statements of your Company are adequate and are operatingeffectively.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the year under review the Company has duly complied with theapplicable provisions of the Secretarial Standards on Meetings of the Board of Directors(SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India(ICSI).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry structure and developments

The financial year2017-18 was an eventful year with the adoption ofGST. While there were some initial hiccups that were to be expected the implementation ofthe GST will act as a boon in the long term for the organized manufacturing industryacross the country.

The Indian footwear industry is currently under transformation phaseand moving from a traditionally labour-intensive industry to a more technological andinnovation driven industry. The footwear industry in India employs over 1.1 millionworkers making it one of the top employment generating industry in the country. Thefootwear production in India is over 22 billion pairs annually which is approximately9.6% of the total global annual footwear output. India is the second largest globalproducer of footwear after China and also the world's third-largest footwear consumerafter China and the USA. Almost 90% of the footwear manufactured in India is sold in thedomestic market. Today India is already among the world's top 10 footwear exporters andits share is growing. The organised footwear market in India is still dominated by men'sfootwear which contributes around 58% of the total retail footwear market and is expectedto grow at a CAGR of around 10% by 2020. The women's footwear segment however isprojected to grow at a much faster CAGR of around 20%. In terms of the product typecasual footwear is the largest product segment in the Indian footwear market andcontributes to approximately 67% of the total retail footwear market. The footwearindustry is dominated

by the unorganized domestic footwear manufacturers but with the fastchanging consumer behaviour growing Indian fashion and lifestyle market increase indisposable income of middle class awareness of fitness among youth urbanization anddemographic changes the organised sector footwear brands are likely to witness highergrowth in the near future.

The Indian footwear industry is in a confident phase with growth inonline shopping fitness awareness latest style fashion trends and consciousness amongconsumers. With the growing health and fitness awareness amongst urban Indians demand forfitness footwear has increased manifold and is expected to continue for several years tocome. Rapid growth was also registered in Internet retailing in India which recordeddoubledigit value share in overall footwear sales in 2017. It is expected that around 11%of total revenue in the Indian footwear market will be generated through online sales by2021. Due to rapidly increasing urbanization there is a also an opportunity in Tier IIand Tier III cities across India.

The Government of India recently approved special package of Rs 2600crore for leather and footwear sector which also includes measures for simplification oflabour laws. The package involves implementation of central scheme 'Indian FootwearLeather & Accessories Development Programme' with an approved expenditure of Rs. 2600crore over the three financial years from 2017-18 to 2019-20. The package would lead todevelopment of infrastructure for the leather sector address environmental concernsspecific to the leather sector facilitate additional investments employment generationand increase in production.

Opportunities and Threats

Being aware of the changes in the external business environment coupledwith growing competition both from domestic and foreign players in the industry yourCompany is making constant endeavours to manufacture better quality comfortable anddurable products. With an eye to improve customer shopping experience your Company isfocusing on larger format stores combined with better visual merchandising with continuousfocus on operational cost efficiency so that its able to retain its market share and growfurther. The online marketing initiatives using digital influences have already proved tobe successful mainly among the younger consumers. With the infusion of new lines in men'sand women's contemporary collection along with exciting and colorful range for teenageconsumers and a range of offerings for the sports & fitness lovers the footfalls atstores are increasing. A range of products in the casual and lifestyle offering especiallyfor working women are expected to create a sustained demand for the future.

The competition is expected to intensify in the coming years with moreand more organized players entering the market with a range of offerings in formal andfashion segment. The brick and mortar retail industry is also expected to witness intensecompetition from the innovative digital platforms.

Segment wise or product wise performance

Your Company operates in Footwear & Accessories Segment only andperformances of major business categories and key brands of your Company during thefinancial year ended March 31 2018 are highlighted below:

Retail Business

Your Company has followed a strategy of driving same store growth whileadding new retail stores in Malls and High Street locations to enhance its Retailfootprint. During the twelve month period ended March 31 2018 your Company added over100 new retail stores 31 franchisee stores & renovated more than 90 stores acrossIndia. These spacious new stores are located in the growing markets of the country and arebased on global design making them look enticing with contemporary display of theproducts. Your Company shall continue to make investment on renovating existing storeshence creating a delightful shopping experience for the customers by improving storelayouts on the lines of new 'Red Angela Store Concept' and creating an emphasis on keyproducts within the retail stores. Your Company plans to focus on building the Bata Brandand attract more footfalls in the retail stores through breathtaking windows in-storesactivities and amplify various new launches of products and collections. Your Company isalso focussed on improving customer service at stores through regular training of storestaff.

With the relaunch of Power range - ‘XO Rise' Genesis GlideVapor & Speedy your Company is confident of attracting teenagers and youth in a bigway. As a step to building the brand "Power" your Company has opened its firststand-alone Power store in Noida and plan to open more exclusive stores next year.

Your Company also opened the first Bata Women Store in India inBengaluru focussed on catering to footwear & accessories needs of woman consumers.

Digital Multi-Channel Business

Your Company's online business has recorded a remarkable growth duringthe year under review. Your Company sold more than 8.9 lac pairs of footwear throughonline channels and achieved a turnover of Rs. 879 Million. Your Company's e-commercepresence has penetrated in 1000+ cities and towns across India.

During the financial year your Company's e-commerce divisionworked on opportunities to diversify brand reach in the existing online business models.Your Company further continued to strengthen its online customer database by reaching outto the leading telecom airline and banking players in association with affiliatedpartners. There were continuous efforts to retain the loyalty database by reaching out tothem through SMS on a week-on-week basis. Your Company's online business with partnerslike Amazon Flipkart etc. has grown across all portals - with a steep increase insecondary sales through competitive product offerings creation of interactive brandstores and rigorous marketing campaigns which in turn resulted better secondary sales onthese platforms. Various market expansion strategies were put in place like increase ofbrand presence through marketplace model by listing products on high-traffic generatingwebsites including TataCliq ShopClues GoFynd and Limeroad.

Your Company's e-commerce website www.bata.inmigrated to a secure AWS server for enhanced performance that includes features like autoscaling and elastic load balancing. The website of your Company has been further enhancedto a better UX / UI which is simple user friendly and high on fashion quotient. YourCompany has further upgraded its Mobile Application with interactive user-interfaceleading to an increase in registered mobile users. With the launch of Bata Home Deliveryyour Company has also embarked on a journey towards being a truly omni-channelorganization where consumers can view and buy our products from any platform and use ourstores as a point of service. Going forward your Company will use digital devices in ourstores to show a wider range of products to the consumers thereby improving the overallconversion of our stores.

Hush Puppies

The financial year 2017-18 saw various new initiatives for Hush Puppies- your Company's international brand known for comfort quality and style. Launchingof new 'Signature Collection' across its exclusive stores marking a new tradition ofcontemporary and fashionable shoes for the new younger generation etc. were the majorhighlights for the brand. Apart from this an increased focus on womens footwear as apremium comfort category has been introduced in the new and refreshing lines of 'The BodyShoe' for women and the new successful sporty casual collection. In addition to beingavailable through the retail stores wholesale network and e-commerce channel of theCompany the brand has now expanded its presence through 90 exclusive stores and 60shop-in-shops in premium departmental stores. During the year under review Hush Puppiescontinues to strongly reposition itself as a Premium Lifestyle Casual Footwear brand. YourCompany shall continue to focus on offering new and unique products under this brand withincreased focus on comfort contemporary fashion and style making 'Hush Puppies' the mostdesired lifestyle footwear brand in India.

Children's Footwear

In order to cater to the children's ever changing footwear demand yourCompany has been introducing many new designs and innovative footwear. Through'Bubblegummers' brand of footwear your Company has always been striving to make qualityshoes with uncompromising comfort and features that safeguard their little feet.Bubblegummers is retailed through all Bata stores across the Country and has been thefirst point of contact to start our consumers' journey to establish long termassociation with Bata. With 18% of the Country's population below the age of 10 yearspotential to grow in the children category of footwear is huge which makes this categoryas one of the key focus areas for your Company.

Your Company has opened its first Bubblegummers Store in Bengaluruwhich provide a unique shopping experience to shoppers with great collection of shoes andaccessories.

Your Company has further established an association with The WaltDisney Company India Pvt. Ltd. and working with a set of designers from Disney to createa complete collection covering all types of footwear ranging from casual shoes canvasshoes and Ballerinas to everyday-wear sandals and chappals. Your

Company has created exclusive 'Disney Corners' in some of its keyretail stores across major cities in India to highlight the collection and add value tothe children category of footwear range.

Non-Retail Business

Your Company's non-retail business division comprises of urbanwholesale industrial and institutional business divisions. The urban wholesale businessof your Company has been endeavouring to penetrate the markets through a wide network ofapproximately 350 distributors across India. During the year under review the wholesaletrade across India witnessed a slowdown as the business has been impacted by some externalfactors like GST implementation. Your Company is strengthening its urban wholesalebusiness monitoring team and efforts are being made to increase its market share in thewholesale footwear business.

Customer Care Initiatives

Your Company has a dedicated customer service team to ensure customersdon't face any inconvenience and their queries and concerns get addressed in an amicableway. A toll free customer support number is there in place so that customer can reachdirectly to the Company along with other channels like e-mail Facebook Twitter etc. YourCompany provides the best in class services to the customers all the concerns are beingresolved within minimum timelines ensuring complete transparency. Your Company's loyaltyprogramme "Bata Club" has increased its reach by registering over 19 Millionmembers. The programme ensures continuous engagement with members and rewards them specialbenefits upon purchase. These customer engagement programmes are conducted throughout theyear to drive increased footfalls and improved conversion in both retail stores and ondigital multi-channel platforms. Your Company has also started collecting customerfeedback about their shopping experience and measuring it as per the global standard tool"NPS" (Net Promoter Score) since January 2018.

Outlook

Your Company has an established leadership position in the industry andis the most trusted name in branded footwear and accessories. With the change in customerpreferences shoes have become a style statement especially among the teenagers youth andthe affluent working class. The domestic demand for footwear is projected to grow at afast pace. The inclination towards purchase of products manufactured by established brandsis increasing. The digital platform presence in social media blogs and advertisementsare fast catching up with the brick and mortar sales model. Your Company is proactivelyengaged in taking appropriate steps to tap these opportunities in order to improve itsmarket share and retain its leadership position in the organized footwear and accessoriessector of the industry.

Risks and concerns and Contingent Liabilities

Your Company acknowledges the fact that competition from both domesticand international players is increasing by every passing day. In addition to increasingcompetition the changing customer behavior and impact of online marketing initiatives havean effect on your Company's performance since your Company has a huge network of retailstores Pan India. With the opportunity for employment gradually increasing people/ talentretention is considered as a challenge. Your Company also realizes that modernization ofI.T systems along with having suitable protection from risk of loss / theft of data is oneof the major areas of concern globally. Your Company monitors its major risks and concernsat regular intervals. Appropriate steps are taken in consultation with all concernedincluding the Risk Management Committee and the Audit Committee of the Board to identifyand mitigate suck risks.

During the normal course of its business operations your Company hasbeen subjected to litigations in connection with or incidental thereto. These litigationsinclude civil cases excise and customs related cases etc. filed by and against theCompany. These cases are being pursued with due importance and in consultation with legalexperts in respective areas. Your Board believes that the outcome of these cases areunlikely to cause a materially adverse effect on the Company's profitability orbusiness performance. Your Company has a Contingent Liability of Rs. 460.54 Million as onMarch 31 2018 as compared to Rs. 576.97 Million as on March 31 2017. Attention is drawnto the explanations mentioned in Note No. 32 of the Notes to Financial Statements for thefinancial year ended March 31 2018. In view of the present status and based on legaladvice obtained from time to time your Board is of the opinion that no provision isrequired to be made against these Contingent Liabilities.

Internal control systems and their adequacy

A separate paragraph on internal control systems and their adequacy hasbeen provided elsewhere in the Board's Report.

Discussion on financial performance

Your Company has been able to achieve profitable growth and believesthat this is sustainable barring unforeseen circumstances.

The Earnings per Share (EPS) (Basic and Diluted) of your Company forthe financial year ended March 31 2018 was at Rs. 17.40. The EPS for the previousfinancial year ended March 31 2017 was Rs. 12.35 which was lower primarily due toone-time exceptional expenses. Excluding such exceptional items the EPS of your Companyfor the financial year ended March 31 2017 was Rs.14.04. Your Company recorded EBITDAmargin of 13.40% during the financial year under review as compared to 11.10% during thefinancial year 2016-17.

Your Company does not have any Bank Borrowings and the entire capitalexpenditure has been funded through internal sources.

The Capital Expenditure incurred during the year under review amountedto Rs. 930.77 Million as compared to Rs. 386.79 Million in the previous year.

Material developments in human resource / industrial relations frontincluding number of people employed

Your Company has been continuously working to improve human resourcesskills competencies and capabilities in the Company which is critical to achieve desiredresults in lines with its strategic business ambitions. Some key initiatives have beentaken during the financial year 2017-18 in this direction are summarized below:

• Execution of Long Term Agreement (LTA) for settlement of dueswith the Worker's Union at the manufacturing units of the Company at Batanagar Kolkata.

• Industrial relations at all the manufacturing units of yourCompany have been harmonious and peaceful with active involvement of the employees in thecollective bargaining process. Your Company has also encouraged wholehearted participationof the employees and union in improving productivity as well as quality of its products.

• The Retail Training Academy of your Company imparted training to412 District Managers and Store Managers for 10 - 12 weeks duration. During the year 2091Sales Promoters were trained on product as well as customer service in our stores.

• As part of continuous learning initiative your Companyimplemented online learning modules accessible on mobile as well as tabs for its storestaff. Each of the modules is supported by video content presentations as well asassessments. The completion of these modules leads to certification which is in turnmapped to the career map for different roles.

• In order to retain good talent within the organization yourCompany has strengthened the goal setting and measurement process during the yearsupported with structured development plans for high potential people to move intodifferent roles. This has resulted in higher retention levels across the organization.

As on March 31 2018 there were 4698 permanent employees on the rollsof your Company.

CAUTIONARY STATEMENT

There are certain Statements which have been made in the ManagementDiscussion and Analysis Report describing the estimates expectations or predictions maybe read as 'forward-looking statements' within the meaning of applicable laws andregulations. The actual results may differ materially from those expressed or implied. Theimportant factors that would make a difference to the Company's operations includedemand-supply conditions raw material prices changes in Government Policies GoverningLaws Tax regimes global economic developments and other factors such as litigation andlabour negotiations.

CORPORATE GOVERNANCE

In compliance with the provisions of Regulation 34 of the ListingRegulations read with Schedule V to the said Regulations the Corporate Governance Reportof your Company for the financial year ended March 312018 and a Certificate from M/s. BSR& Co. LLP Chartered Accountants the Auditors on compliance with the provisions ofCorporate Governance requirements as prescribed under the Listing Regulations are annexedand forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT (BRR)

In compliance with the provisions of Regulation 34(2)(f) of the ListingRegulations read with the SEBI Circular No. CiR/CFD/CMD/10/2015 dated November 4 2015your Company has prepared a BRR in the prescribed format for the financial year endedMarch 312018 describing initiatives undertaken by it from an environment social andgovernance perspective in the format as specified by the SEBI which is annexed to theBoard's Report and marked as Annexure VII. The BRR has been uploaded on the websiteof the Company at www.bata.in and is available at thelink https://bata.in/bataindia/a-29_s-181_c-42/investor-relations.html.

ACKNOWLEDGEMENTS

Your Board is grateful for the continuous patronage of the valuedcustomers of the Company and remains committed to delivering more style and comfort atevery step. Your Board acknowledges and appreciates the relentless efforts of theemployees workmen and staff including the management team headed by the ExecutiveDirectors who always lead from the front in achieving a commendable business performanceyear on year despite a challenging business environment.

Your Board is indebted for the unstinted support and trust reposed byyou the Members and also remains thankful to Bata Shoe Organization (BSO) for theirongoing support and guidance.

Your Board wishes to place on record its deep appreciation of theIndependent Directors and the Non-Executive Directors of the Company for their immensecontribution by way of strategic guidance sharing of knowledge experience and wisdomwhich helps your Company to take right decisions in achieving its business goals.

Your Board acknowledges the support and co-operation received from allregulatory authorities of the Central Government and all State Governments in India. YourBoard takes this opportunity to thank all its vendors suppliers dealers banks and otherstakeholders as it considers them essential partners in progress.

For and on behalf of the Board of Directors

UDAY KHANNA Chairman

DIN:00079129

Place : Gurugram Date : May 22 2018