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Bata India Ltd.

BSE: 500043 Sector: Others
NSE: BATAINDIA ISIN Code: INE176A01028
BSE 00:00 | 29 May 1326.50 25.20
(1.94%)
OPEN

1299.40

HIGH

1337.20

LOW

1284.40

NSE 00:00 | 29 May 1325.60 25.55
(1.97%)
OPEN

1285.00

HIGH

1337.80

LOW

1283.00

OPEN 1299.40
PREVIOUS CLOSE 1301.30
VOLUME 329801
52-Week high 1897.00
52-Week low 1017.20
P/E 52.14
Mkt Cap.(Rs cr) 17,048
Buy Price 1326.50
Buy Qty 500.00
Sell Price 1329.00
Sell Qty 5.00
OPEN 1299.40
CLOSE 1301.30
VOLUME 329801
52-Week high 1897.00
52-Week low 1017.20
P/E 52.14
Mkt Cap.(Rs cr) 17,048
Buy Price 1326.50
Buy Qty 500.00
Sell Price 1329.00
Sell Qty 5.00

Bata India Ltd. (BATAINDIA) - Director Report

Company director report

Your Directors are pleased to present the 86th Annual Report covering theoperational and financial performance of your Company along with the Audited FinancialStatements for the financial year ended March 31 2019.

FINANCIAL HIGHLIGHTS

(Rs. in Million)

Particulars Financial Year ended on March 31 2019 Financial Year ended on March 31 2018
(Audited) (Audited)
Revenue from operations 29284.44 26363.18
Other Income 685.43 508.44
Total 29969.87 26871.62
Profit / (Loss) before Taxation 4782.65 3400.14
Provision for Taxation 1486.05 1164.36
Net Profit 3296.60 2235.78
Other Comprehensive Income / (Loss) (net of tax) 1.38 (160.03)
Total Comprehensive Income 3297.98 2075.75

Your Company has prepared the Financial Statements for the financial year ended March31 2019 in terms of Sections 129 133 and Schedule II to the Companies Act 2013 readwith the Companies (Indian Accounting Standards) Rules 2015 as amended. During thefinancial year ended March 31 2019 your Company recorded a turnover of Rs. 29284.44Million as compared to the turnover of Rs. 26363.18 Million recorded during the previousfinancial year ended March 31 2018. Revenue from operations for the year ended March 312019 has increased by 11% over the corresponding period last year. The Net Profit of yourCompany for the financial year ended March 31 2019 stood at Rs. 3296.60 Million asagainst the Net Profit of Rs. 2235.78 Million for the financial year ended March31 2018. The Profit before Tax for the financial year ended March 31 2019reflects a growth of 41% over the corresponding Profit for the financial year ended March31 2018. On a consolidated basis your Company recorded a turnover of Rs. 29311.03Million during the financial year ended March 31 2019 and achieved consolidatedNet Profit of Rs. 3289.94 Million for the said financial year.

Your Company consolidated its position as the leading footwear company in India in theyear under review delivering double digit sales growth and improving its profitabilitysignificantly. This has been achieved by rigorously executing our "Sweeping AngelaOff her Feet" strategy through the year to help the brand emerge as more contemporaryand vivacious. We made significant headway this year across its key pillars of beingcommercially aggressive continuously upgrading our collections and reaching out toconsumers everywhere while keeping costs in check.

This year we significantly stepped up our marketing presence reaching out to recruitnew consumers as well as strengthen our bond with our loyal consumer base. This wasachieved with the use of a highly visible consumer insight based marketing campaign builtaround our brand ambassadors. Leveraging our excellent retail assets traditional mediachannels as well new age digital media it helped us to connect with more consumers andreinforce the "Surprises" that awaited them in a Bata store. It has reflectedwell in our brand equity strengthening as well as footfall increase in stores. Thisinitiative combined with new & contemporary collections in Bata Casuals Bata RedLabel 9to9 ladies range as well as Power & North Star have helped us connect andbuild the brand among the youth of the country. After successfully testing thecontemporary and clutter free "Red" Store design last year we rolled out thedesign to over 100 stores across the country this year. These stores exude a premium feelhelping us upgrade our imagery as well as our merchandise. Your company intends to furtherpick up speed to take this new store design to a majority of our stores in the next fewyears. To help us to reach out to more of India your company also stepped up the focus onentering new towns through Franchise stores this year. We have received very enthusiasticresponse from current as well as new Franchise partners to open stores in new townshelping us take Bata to more than 45 new towns in this year with many more in thepipeline. Another key pillar of reaching more consumers has been our digital push withlarge e-Commerce partners as well as improving the assortment and speed of our own websitewww.bata.in. Through Omni-Channel technology deployment we have also been able toleverage our store inventory for fulfillment as well as quick delivery!

Your company's brand popularity and consumer initiatives were recognized as we wereconferred the "IMAGES Most Admired Footwear Brand of the Year 2019" at theAnnual Images Fashion Awards as well as the Readers Digest Most Trusted Brand Award.

SHARE CAPITAL

The Authorized Share Capital of your Company as on March 31 2019 stands at Rs. 700Million divided into 140000000 equity shares of Rs. 5/- each. The Issued Share Capitalof your Company is Rs. 642.85 Million divided into 128570000 equity shares of Rs. 5/-each and the Subscribed and Paid-up Share Capital is Rs. 642.64 Million divided into128527540 equity shares of Rs. 5/- each fully paid-up.

DIVIDEND

Your Board recommends a dividend of Rs. 6.25 per Equity Share of Rs. 5/- each (i.e.125%) for the financial year ended March 31 2019. The dividend if declared by theMembers at the forthcoming Annual General Meeting (AGM) shall be paid to the eligibleMembers of the Company from Wednesday August 14 2019 onwards. The total payout ofaforesaid dividend amount would be approximately Rs. 968.42 Million including thecorporate dividend distribution tax as applicable.

Dividend Distribution Policy

The recommendation of aforesaid dividend is in line with the Dividend DistributionPolicy of the Company approved by your Board. The said Dividend Distribution Policy hasbeen annexed to this Board's Report and has also been uploaded on the website of theCompany at www.bata.in and is available at the linkhttps://bata.in/0/pdf/DividendDistributionPolicy-BIL.pdf.

Investor Education and Protection Fund (IEPF)

In compliance with the provisions of Sections 124 and 125 of the Companies Act 2013read with the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 (‘IEPF Rules') as amended from time to time theCompany has deposited a sum of Rs. 1224176/- into the specified bank account of theIEPF Government of India towards unclaimed / unpaid dividend amount for the financialyear ended December 31 2010. As per the said Rules the corresponding equity shares inrespect of which Dividend remains unclaimed / unpaid for seven consecutive years or moreare required to be transferred to the Demat Account of the IEPF Authority. During the yearunder review the Company has transferred 18980 underlying Equity Shares to the DematAccount of the IEPF Authority in compliance with the aforesaid Rules.

GENERAL RESERVE

The Company has not transferred any amount to the General Reserve during the financialyear ended March 31 2019.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THEFINANCIAL YEAR AND THE DATE OF THIS REPORT

Subsequent to the end of the financial year on March 31 2019 till date there has beenno material change and / or commitment which may affect the financial position of theCompany.

CREDIT RATING

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

DEPOSITS

Your Company has no unclaimed / unpaid matured deposit or interest due thereon sinceDecember 31 2013. Your Company has not accepted any deposits covered under ‘ChapterV - Acceptance of Deposits by Companies' under the Companies Act 2013 during thefinancial year ended March 31 2019.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

In terms of Section 186 of the Companies Act 2013 and Rules framed thereunder detailsof the Loans given and Investments made by your Company have been disclosed in Note No. 5of the Notes to Financial Statements for the year ended March 31 2019 which formspart of this Annual Report. Your Company has not given any guarantee or provided anysecurity during the year under review.

RELATED PARTY TRANSACTIONS

During the financial year ended March 31 2019 all transactions with the RelatedParties as defined under the Companies Act 2013 read with Rules framed thereunder were inthe ‘ordinary course of business' and ‘at arm's length' basis. Your Company doesnot have a ‘Material Subsidiary' as defined under Regulation 16(1)(c) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 [‘Listing Regulations']. Your Board shall formulate a Policy todetermine Material Subsidiary as and when considered appropriate in the future.

Your Company has formulated a Policy on Related Party Transactions and the said Policyhas been uploaded on the website of the Company at www.bata.in and is available atthe link https://www.bata .in/0/pdf/RelatedPartyTransactionPolicy.pdf . Also your Companyhas an internal mechanism for the purpose of identification and monitoring of RelatedParty Transactions. 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. Duringthe year under review there has been no materially significant Related Party Transactionshaving potential conflict with the interest of the Company.

Since all Related Party Transactions entered into by your Company were in the ordinarycourse of business and also on an arm's length basis therefore details required to beprovided in the prescribed Form AOC - 2 is not applicable to the Company. Necessarydisclosures required under the Ind AS 24 have been made in Note No. 36 of the Notes to theFinancial Statements for the year ended March 31 2019.

SUBSIDIARIES

The Company has three wholly owned subsidiaries viz. Bata Properties Limited CoastalCommercial & Exim Limited and Way Finders Brands Limited.

The Annual Reports of these Subsidiaries will be made available for inspection by theMembers of the Company at the Registered Office of your Company at 27B Camac Street 1stFloor Kolkata - 700016 West Bengal between 11:00 a.m. and 1:00 p.m. on any working dayupto the date of AGM. The Annual Reports along with the Audited Financial Statements ofeach of the Subsidiaries of your Company are also available on the website of the Companyat www.bata.in. The Annual Reports of the aforesaid Subsidiaries for the financialyear ended March 31 2019 shall be provided to the Members of the Company upon receipt ofwritten request from them.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read with Rule5 of the Companies (Accounts) Rules 2014 a statement containing the salient features ofFinancial Statements of the aforesaid Subsidiaries has been provided in Form AOC-1 andforms part of this Annual Report. The Audited Consolidated Financial Statements (CFS) ofyour Company for the financial year ended March 31 2019 prepared in compliance with theprovisions of Ind AS 27 issued by the Institute of Chartered Accountants of India (ICAI)and notified by the Ministry of Corporate Affairs (MCA) Government of India also formspart of this Annual Report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in the Form No. MGT-9 as on March 31 2019 is annexed tothis Board's Report and marked as Annexure I. The copy of same has also been uploaded onthe website of the Company at www.bata.in and is available at the linkhttps://www.bata .in/bataindia/a -29_s-181_c-42/investor-relations.html.

AUDIT AND AUDITORS Auditors

In terms of the provisions of Section 139 of the Companies Act 2013 read withprovisions of the Companies (Audit and Auditors) Rules 2014 as amended M/s. B S 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 (five) years fromconclusion of the 84th AGM held in the year 2017 until conclusion of the 89thAGM of the Company scheduled to be held in the year 2022.

The Members may note that consequent to the changes made in the Companies Act 2013 andthe Companies (Audit and Auditors) Rules 2014 by the Ministry of Corporate Affairs (MCA)vide notification dated May 7 2018 the proviso to Section 139(1) of the CompaniesAct 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit andAuditors) Rules 2014 the requirement of ratification of appointment of Auditors by theMembers at every AGM has been done away with. Therefore the Company is not seeking anyratification of appointment of M/s. B S R & Co. LLP Chartered Accountants as theAuditors of the Company by the Members at the ensuing AGM.

Your Company has received a certificate from M/s. B S R & Co. LLP CharteredAccountants confirming their eligibility to continue as Auditors of the Company in termsof 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 Auditors

In terms of the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourBoard at its meeting held on February 12 2019 appointed M/s. P. Sarawagi &Associates Company Secretaries 27 Brabourne Road Kolkata - 700001 as the SecretarialAuditors of the Company to conduct the Secretarial Audit for the financial year endedMarch 31 2019 and to submit Secretarial Audit Report in Form No. MR - 3.

A copy of the Secretarial Audit Report received from M/s. P. Sarawagi & Associatesin the prescribed Form No. MR-3 is annexed to this Board's Report and marked as AnnexureII.

Qualification reservation or adverse remark in the Auditor's Reports and SecretarialAudit Report

There is no qualification reservation or adverse remark made by the Auditors in theirReports to the Financial Statements (both Standalone and Consolidated) or by theSecretarial Auditors in their Secretarial Audit Report for the financial year ended March31 2019.

SIGNIFICANT AND MATERIAL LITIGATIONS / ORDERS

During the year under review there were no significant material orders passed by theRegulators / Courts and no litigation was outstanding as on March 31 2019 which wouldimpact the going concern status and future operations of your Company. The details oflitigation on tax matters are disclosed in the Auditor's Report and Financial Statementswhich forms part of this Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

IncompliancewiththeprovisionsofSection134(3)(m)oftheCompaniesAct2013readwithRule8oftheCompanies(Accounts)Rules 2014 a statement containing information on conservation of energy technologyabsorption foreign exchange earnings and outgo of the Company in the prescribed formatis annexed to this Board's Report and marked as Annexure III.

MANUFACTURING AND SOURCING

Your Company has an elaborate system driven compliance programme in place starting withstrict and detailed pre-review for on-boarding procedure in case of a new manufacturingpartner in sourcing and also for an associate manufacturer for our own factories. Thisincludes clearance of documents and a thorough compliance audit prior to approval. All ourfactories have been audited by SGS and have been certified fully compliant by them. Ourvendors have also been audited by various competent organizations in order to check theirlevel of compliance. The Company has engaged "Lexplosion" for providing supportand also ensuring that all statutory compliances are being done on time with facility ofescalation in case the same is required. This software has been implemented end to endacross the organization including all the manufacturing units of the Company. The softwareprovides real-time data visibility and a compliance dashboard. Multiple other initiativesare in progress across Occupational Health Safety & Environment related aspects ofthe Company's operations at any given point of time.

To upgrade our associates & our own factories we have also embarked upon"Manufacturing Excellence" programme driven by CII (Confederation of IndianIndustry) & ICME (Indian Centre for Research and Manufacturing Excellence) to build uptheir capability which comprehensively covers continuous improvement programs such as 5STEI Integrated Quality &

Sustenance Management etc. In regard to this your Company was recognized in thecategory of "Supplier Development" at the 11th CII Confederation onNational Competitiveness & Cluster Summit held in National Capital.

To remain competitive your Company has also very strongly focused on innovation &has successfully launched products with anti-microbial properties &"ortholite" for our Power shoes to increase comfort & fitting experience.Your Company has been working continuously with TBU (Tomas Bata University) based out ofZlin Czech Republic to improve properties of our rubber compound with better abrasionproperties. Apart from such initiatives your Company has also been using upcycled rubberfor rubber soles for sports shoes through its association with "Austin Rubber"based out of U.S.A. which makes the product not only performance driven but alsoeco-friendly.

RESEARCH AND DEVELOPMENT ACTIVITIES AND ENERGY CONSERVATION

Research and Development activities during the year under review continued to emphasizeon creating a pollution-free and a safe work environment. Technological improvement inproduct development material development introduction of new footwear moulds processimprovement etc. were the key focus areas to improve quality of footwear and productivityin manufacturing. During the year under review an expenditure of Rs. 66.31 Million wasincurred on Research and Development (including product development initiatives) asagainst Rs. 57.93 Million during the financial year 2017-18. Research and DevelopmentCentres at Batanagar Bataganj & Batashatak manufacturing units across India areapproved by the Department of Science & Technology Government of India.

The Company has adopted a series of energy conservation measures like continuouslyreplacing conventional tubelights with energy efficient LED lights installation of energyefficient Variable Frequency Drive (VFD) motors in conveyors etc. at its manufacturingunits across India. Such energy saving measures led to a saving of energy cost worthapprox. Rs. 8.03 Million during the year under review. Your Company shall continueto invest on Research and Development activities and energy saving measures in itsmanufacturing units in the future as well.

CORPORATE SOCIAL RESPONSIBILITY

Your Board has constituted a Corporate Social Responsibility (CSR) Committee of theBoard under the Chairmanship of an Independent Director. A CSR sub-committee comprising ofSenior Executives of the Company and a dedicated CSR team undertake and monitor all CSRprojects of your Company. Composition of CSR Committee of your Company and other relevantdetails have been provided in the Corporate Governance Report which forms part of thisAnnual Report.

The Company works on the belief of its founding family members that Companies shouldexist to serve a social purpose and enhance the quality of lives of people connectedthrough its business. The Company has a CSR Policy in place which aims to ensure that theCompany continues to operate its business in an economically socially and environmentallysustainable manner while recognizing the interests of all its stakeholders. It takes upCSR programmes which benefit the communities in and around the vicinity of itsoperational presence resulting in enhancing the quality of lives of the people in theseareas. The said CSR Policy has been uploaded on the website of the Company at www.bata.inand is available at the link https://bata.in/0/pdf/CorporateSocialResponsibilityPolicy.pdf.

Your Company has spent an amount of Rs. 64.24 Million during the financial year 2018-19as against its 2% obligation amounting to Rs. 58.07 Million thereby exceeding its entireCSR obligation. Your Company made significant strides to harness all its resources towardssuccessful execution of the CSR projects across all locations.

Model Schools under Bata Children's Programme (BCP)

Your Company worked with more than 3000 school children at 6 schools adopted underBata Children's Programme (BCP) near to the factories and corporate office. BCP is aglobal programme which aims to work for the children from underprivileged background andis operational in 30 countries wherever Bata is operational. The focus has been toundertake various initiatives at schools to convert them into Model Schools. A holisticprogramme across these schools is being implemented focusing on infrastructureupgradation STEM programme by setting up science and computer labs life skillsprogramme improving overall health of the children through regular health checkup campsand awareness sessions sports activities etc. Especially designed programme on femaleadolescent healthcare health & sanitation life skills sports and sessions on femalecentered issues have been given a priority for the girl child population at the schools.Separate sessions have been held with the parents to encourage the education of girl childand various other issues relevant to the overall development of their children. Throughour concentrated initiatives and extra-curricular activities there has been an overalldevelopment of children through a period of time. Children have become more regular toschool. There has been an increase of 12.50% attendance of children in Computer Classes.At one school after Bata's support the number of children at the school increased from90 to 214 dropout rate reduced from 38% to 2% teachers were able to use child friendlyteaching learning pedagogy which leads to better learning environment. With implementationof better teaching methodology nutritious meals and better facilities the academicperformance amongst the children also improved. Through our library programme 74% of thestudents drastically improved in their reading skills and 67% of the students in theirwriting skills. As a result of the Science Centres established at the schools along withscience workshops children have improved their ability to understand scientific conceptsand its application; they have become more aware and curious to understand alternativemethods of learning. There was also a noticeable improvement in the knowledge andawareness levels of the children on the issues of well-being hygiene sanitationsubstance abuse etc.

Girl Child Empowerment through Project Nanhi Kali

In association with K. C. Mahindra Education Trust your Company supported education of92 underprivileged girls under project Nanhi Kali. These girls go to Nanhi Kali academicsupport centres after school hours where trained tutors engage the girls in concept basedlearning focusing on Mathematics and English. Regular assessments and evaluation of thesegirls' learning level is an integral part of the project along with efficient tracking ofattendance. A school kit is provided to every girl annually thereby allowing her toattend school with dignity. This kit consists of personal clothing notebooks stationerya school bag shoes socks a raincoat/pullover and feminine hygiene material. The NanhiKali team works extensively with parents and communities to sensitize them to becomecollective guardians of the girls.

Happy Steps Programme

As part of Preventive Healthcare under the Happy Steps Programme of your Company weengaged with 11956 school children across Chennai Bangalore and Hyderabad to conduct footcare awareness workshops. Through activities presentations and demonstrations childrenwere made aware on the importance of a healthy feet as the foundation of our body on howto take care of the feet in our daily lives foot hygiene foot exercises dealing withsports injuries various foot diseases and ways to prevent them dealing with diabeticfeet etc. A customized Bata school kit comprising of school socks polish laces brushalong with instructions to keep the feet healthy and clean were also distributed amongstthe children during the workshops.

Stride with Pride

A consumer engagement programme named ‘Stride with Pride' was also introducedwherein customers were encouraged to donate their pair of old footwear across Bata storesat selected cities. For every pair of old footwear received Bata donated a new pair to aneedy child. In order to reduce inequalities faced by socially & economically backwardgroups your Company donated about 85000 pairs of footwear to the underprivilegedchildren.

Disaster Relief & Rehabilitation

During Kerala floods your Company as part of the disaster relief and rehabilitationinitiative contributed to help the people in need of the hour. Rapid response teams ofemployees at respective regions were formed who travelled to relief camps distributedbasic essentials and footwear. Around 8400 pairs of footwear were donated to the affectedpeople in Kerala and at Coorg in Karnataka. Employees of your Company came forward todonate their one day's basic salary. Your Company matched the employees donation andcontributed around Rs. 1. 40 Million to Kerala Chief Minister's Distress Relief Fund. Inassociation with partners your Company held medical camps in the affected regions toprovide immediate and basic health services to the affected population and also focused onthe prevention of epidemics in the region. With support from Global BCP Foundation yourCompany is renovating 4 schools which got affected during Kerala floods.

CSR Partners

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

Partner Specialization Project
SHARP (School Health Annual Report Programme) Preventive Healthcare BCC (Behaviour Change Communication) workshops for school children.
NIIT Foundation Computer education ‘Hole in the Wall' computer project in schools Computer labs

 

Partner Specialization Project
Ingenuity EduLabs LLP Creative science workshops Hands on science workshops with school children
Agastya International Foundation Science Education Science Centres in schools
Katha Library education Enhancing reading writing skills
K. C. Mahindra Education Trust Education of girl child Learning centres after school hours
Sugam NGO School for underprivileged children Non-formal school for underprivileged children
SEEDS (Sustainable Environment and Ecological Development Society) Disaster Management Kerala flood school renovation
Sulabh Sanitation Mission Foundation and Delhi Metro Rail Corporation (DMRC) Sanitation Public Toilets at metro rail stations
Sambhav Foundation Vocational skills Training partner for retail sales
Centum Foundation Vocational skills Training partner for retail sales

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

SUPPORT FROM BATA SHOE ORGANIZATION

Your Company continues to receive support from the Holding Company - Bata (BN) B.V.Amsterdam The Netherlands and also from Bata Shoe Organization (BSO). Your Company alsoenjoys the benefits of technical research through Global Footwear Services Pte. Ltd.Singapore (GFS). Your Company has renewed the Technical Collaboration Agreement with GFSwith effect from January 1 2011 for a period of ten years. In terms of the said TechnicalCollaboration Agreement your Company receives guidance training of personnel andservices 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 technicalservices fee of Rs. 283.96 Million to GFS during the financial year ended March 31 2019which 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 in compliance with the requirements of theCompanies Act 2013 the Listing Regulations and provisions of the Articles of Associationof the Company. Your Board has been constituted with requisite diversity wisdomexpertise and experience commensurate to the scale of operations of your Company.

During the year under review a total of four Meetings of the Board of Directors of theCompany were held i.e. on May 22 2018; July 20 2018; November 2 2018 andFebruary 12 2019. Also the Board of Directors have passed 2 (two) Resolutions byCirculation dated December 12 2018 and March 31 2019. Details of Board composition andBoard Meetings held during the financial year 2018-19 have been provided in the CorporateGovernance Report which forms part of this Annual Report.

At the 85th AGM with the approval of the Members Mr. Sandeep Kataria (DIN:05183714) was appointed as the Whole-time Director and Chief Executive Officer of theCompany for a period of five consecutive years with effect from November 14 2017. Interms of Section 152(6) of the Companies Act 2013 read with the Articles of Associationof the Company the period of office of Mr. Kataria shall be liable to retire by rotation.During the year under review Mr. Christopher MacDonald Kirk (DIN: 07425236)Non-Executive Director who retired at the 85th AGM was re-appointed as aDirector of the Company. Subsequently consequent upon his resignation from the Board ofCompass Limited Bata Shoe Organisation (BSO) Mr. Kirk had tendered his resignation as aDirector of Bata India Limited (‘the Company') with effect from January 31 2019. TheBoard expressed its deepest appreciation for the valuable contribution made by Mr. Kirkduring his tenure as a Director of the Company and noted his significant contributiontowards the success of the organization.

Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors of the Company through Resolution by Circulation dated December 12 2018 hasapproved the appointment of Mr. Ashok Kumar Barat (DIN: 00492930) as an AdditionalDirector of the Company with effect from December 17 2018 to hold office as anIndependent Director of the Company for a term of 5 (five) consecutive years subject toapproval of the Members of the Company at the ensuing AGM. Based on the recommendation ofNomination and Remuneration Committee the Board of Directors of the Company at itsMeeting held on February 12 2019 has appointed Mr. Alberto Michele Maria Toni (DIN:08358691) as an Additional Director (Category-Non-Executive Director) of the Company witheffect from February 12 2019 to hold office up to the date of the ensuing AGM. TheCompany has received Notice under Section 160 of the Companies Act 2013 from theMember(s) of the Company signifying the candidature of Mr. Barat and Mr. Toni for theirappointment as Director(s) of the Company at the ensuing AGM. A brief profile along withnecessary disclosures of Mr. Barat and Mr. Toni has been annexed to the Notice conveningthe ensuing AGM. Your Board recommends appointment of Mr. Barat as a Director and also asan Independent Director of the Company for a term of 5 (five) consecutive years commencingfrom December 17 2018. Your Board also recommends appointment of Mr. Toni as a Director(Category-Non-Executive Director) liable to retire by rotation. Mr. Ram Kumar Gupta (DIN:01125065) Director Finance and Chief Financial Officer of the Company is due to retire byrotation at the ensuing AGM and being eligible offers himself for re-appointment. YourBoard recommends re-appointment of Mr. Gupta as a Director of the Company liable toretire by rotation. Mr. Akshay Chudasama (DIN:00010630) and Ms. Anjali Bansal(DIN:00207746) were appointed as Independent Directors of the Company at an ExtraordinaryGeneral Meeting of the Company held on August 4 2014 for a term of five (5) consecutiveyears each. Based on the recommendation of the Nomination and Remuneration Committee theBoard of Directors have proposed their re-appointment for a second term of five (5)consecutive years at the ensuing AGM for the approval of the Members by way of specialresolution(s). Resolutions requiring re-appointment(s) have been annexed to the Noticeconvening the ensuing AGM. Mr. Uday Khanna (DIN: 00079129) Chairman and IndependentDirector after 13 years as a Director including the last 8 years as the Chairmanhas decided not to offer himself for re-appointment and will relinquish his position onthe Board with effect from August 4 2019. This is in consonance with the Company'sinternal convention of Bata India Chairman retiring at the age of 70 which he will reachby year end. The Board places on record its deep sense of gratitude and sincereappreciation for the immense contribution made by Mr. Khanna towards the growth anddevelopment of your Company. Mr. Uday Khanna (DIN: 00079129) Mr. Ravindra Dhariwal (DIN:00003922) Mr. Akshay Chudasama (DIN:00010630) Ms. Anjali Bansal (DIN:00207746) and Mr.Ashok Kumar Barat (DIN: 00492930) Independent Directors of your Company have declared tothe Board of Directors that they meet the criteria of Independence as laid down in Section149(6) of the Companies Act 2013 read with Regulations 16(1)(b) and 25(8) of the ListingRegulations and there is no change in their status of Independence and have also confirmedthat they are not aware of any circumstance or situation which exists or may be reasonablyanticipated that could impair or impact their ability to discharge their duties. Mr.Rajeev Gopalakrishnan (DIN: 03438046) Managing Director Mr. Sandeep Kataria (DIN:05183714) Whole-time Director and Chief Executive Officer Mr. Ram Kumar Gupta (DIN:01125065) Director Finance and Chief Financial Officer and Mr. Arunito GangulyAssistant Vice President Company Secretary & Compliance Officer are the KeyManagerial Personnel (KMP) of your Company. The Board of Directors confirms that theIndependent Directors have affirmed compliance with the Code for Independent Directors asprescribed in Schedule IV to the Companies Act 2013 and also with the Company's Code ofConduct applicable to all the Board Members and Senior Management Personnel of the Companyfor the financial year ended March 31 2019. Necessary Resolution(s) alongwithdisclosure(s) / information(s) in respect of the directors seeking appointment / re-appointmentat the ensuing AGM has been annexed to the Notice convening the ensuing AGM.

AUDIT COMMITTEE

The Board of Directors of your Company has duly constituted an Audit Committee incompliance with the provisions of Section 177 of the Companies Act 2013 the Rules framedthereunder read with Regulation 18 of the Listing Regulations. The terms of reference ofthe Audit Committee has been duly approved by the Board of Directors. The recommendationsmade by the Audit Committee are accepted by your Board.

The Audit Committee consists of five Independent Directors and two Non-ExecutiveDirectors. The Audit Committee met four times during the financial year ended March 312019 i.e. on May 22 2018; July 20 2018; November 2 2018 and February 12 2019. Mr.Ashok Kumar Barat Independent Director is the Chairman of the Audit Committee.

Name of committee members number of meetings held during the year under review powerof audit committee terms of reference and other requisite details have been provided inthe Corporate Governance Report which forms part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

Your Board has adopted a Remuneration Policy for identification selection andappointment of Directors Key Managerial Personnel (KMPs) and Senior Management Personnel(SMPs) of your Company. The Policy provides criteria for fixing remuneration of theDirectors KMPs SMPs as well as other employees of the Company. The Policy enumerates thepowers roles and responsibilities of the Nomination and Remuneration Committee.

Your Board on the recommendations of the Nomination and Remuneration Committeeappoints Director(s) of the Company based on his / her eligibility experience andqualifications and such appointment is approved by the Members of the Company at GeneralMeetings. Generally the Managing Director and Whole-time Directors (Executive Directors)are appointed for a period of five years. Independent Directors of the Company areappointed to hold their office for a term of upto five consecutive years on the Board ofyour 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. Duringthe year under review there was no change in the Nomination and Remuneration Policy ofthe Company and the said Policy has been uploaded on the website of the Company at www.bata.inand is available at the link https://bata.in/0/pdf/Remuneration-Policy_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 process for the financial year 2018-19 havebeen provided 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 Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014and subsequent amendments thereto is annexed to this Board's Report and marked asAnnexure V.

A statement containing the information of top ten employees in terms of remunerationdrawn and particulars of every employee of the Company who was in receipt of remunerationnot less than the limits specified under Section 197(12) of the Companies Act 2013 readwith Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and subsequent amendments thereto is annexed to this Board'sReport and marked as Annexure VI.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134 of the Companies Act 2013 the Directors to thebest of their knowledge and belief hereby confirm that: (a) in the preparation of theannual accounts the applicable accounting standards had been followed; (b) they haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2019 and of the profit of the Company for thatperiod; (c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; (d) they have prepared the annual accounts on a going concern basis; (e)they have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and are operating effectively; and (f) theyhave devised proper systems to ensure compliance with the provisions of all applicablelaws 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 and Rules framedthereunder read with Regulation 22 of the Listing Regulations your Company has avigil mechanism in place for the Directors and Employees of the Company through whichgenuine concerns regarding various issues relating to inappropriate functioning of theorganization can be communicated. A Vigil Mechanism Committee under the Chairmanship ofthe Audit Committee Chairman is also in place. Your Board has amended the existing policyand adopted the revised Whistle Blower Policy effective from April 1 2019 which has beenuploaded on the website of the Company at www.bata.in and is available at the linkhttps://bata.in/0/pdf/Bata-WhistleBlowerPolicy.pdf. The Policy provides access to theLegal Head of the Company and to the Chairman of the Audit Committee. No person has beendenied an opportunity to have access to the Vigil Mechanism Committee and the AuditCommittee Chairman.

CONFIRMATION OF COMPLIANCE ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to provide a safe and secure environment to its womenemployees across its functions and other women stakeholders as they are considered asintegral and important part of the organization.

In terms of provisions of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules framed thereunder your Company has dulyadopted a Policy and has also complied with the provisions relating to the constitution ofInternal Complaints Committee (ICC).

Your Company has been conducting awareness campaign across all its manufacturing unitswarehouses retail stores and office premises to encourage its employees to be moreresponsible and alert while discharging their duties.

A summary of the complaints dealt during the financial year ended March 31 2019 interms of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and Rules framed thereunder has been provided in page no. 91 of theCorporate Governance Report which forms part of this Annual Report.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company's internal financial control ensures that all assets of the Company areproperly safeguarded and protected proper prevention and detection of frauds and errorsand all transactions are authorized recorded and reported appropriately. Your Companyoperates through definitive Chart of Authorities (COAs) and Standard Operating Procedures(SOPs) in respect of its operations including financial transactions. Such COAs and SOPsare regularly monitored and if required modified from time to time depending on businessrequirements.

Your Company has an adequate system of internal financial controls commensurate withits size and scale of operations procedures and policies ensuring orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of frauds and errors accuracy and completeness ofaccounting records and timely preparation of reliable financial information.

Such practice provides reasonable assurance that transactions are recorded as necessaryto permit preparation of Financial Statements in accordance with the applicablelegislations and that the same are well within the COAs and SOPs without exception. YourCompany also monitors through its Internal Audit Team the requirements of processes inorder to prevent or timely detect unauthorized acquisition use or disposition of theCompany's Assets which could have a material effect on the Financial Statements of theCompany. The Internal Audit function is responsible to assist the Audit Committee and RiskManagement Committee on an independent basis with a complete review of the riskassessments and associated management action plans. Risk Management is embedded in theCompany's operating framework. Your Company believes that risk resilience is key toachieving higher growth. To this effect there is a robust process in place to identifykey risks across the Company and prioritize relevant action plans to mitigate these risks.Risk Management framework is reviewed periodically by the Board the Audit Committee andthe Risk Management Committee which includes discussing the management submissions onrisks prioritising key risks and approving action plans to mitigate such risks. Anassessment of cyber security has also been carried out in compliance with the requirementof the Listing Regulations and a mitigation plan has been made to counter such risks. TheInternal Audit Report and Risk Inventory Report are reviewed periodically by the AuditCommittee of the Board of Directors. The Chief Internal Auditor is a permanent invitee tothe Audit Committee Meetings. The Audit Committee advises on various risk mitigationexercises on a regular basis. Your Company has been maintaining a separate Internal AuditTeam headed by the Chief Internal Auditor appointed by the Audit Committee of your Board.

Your Board has also constituted a Risk Management Committee comprising of the Directorsand Senior Executives of the Company under the Chairmanship of the Managing Director ofthe Company. The terms of reference of the Risk Management Committee and a Risk ManagementPolicy of the Company have also been approved and adopted.

Your Board is of the opinion that the Internal Financial Controls affecting theFinancial Statements of your Company are adequate and are operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

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

NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under Section148(1) of the Companies Act 2013 and Rules framed thereunder with respect to theCompany's nature of business.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT Industry structure and developments

India's resource strengths in the form of materials and skilled manpower is acomparative advantage for the country. The increasing use and variety of footwear isleading to an upsurge in demand indicating higher growth prospects for the footwearindustry. While Tier I cities have always been brand centric Tier II and Tier III citiesare catching up and therefore sales of branded products are expected to grow significantlyin the future.

The Indian footwear market is expected to grow at a double digit and by the year 2022total market is expected to be around Rs. 72000 crores with a CAGR of 11%. The Brandedfootwear is expected to garner substantial market share and this will be supported by thegrowth in both organized and online retail sale simultaneously. Branded footwear currentlyaccounts for around 45% and unbranded dominates with 55% market share respectively. Incase of online retail Brands are also launching dedicated product range for onlinechannel to differentiate from offline channel and are using data analytics to grow thebusiness. The online sale of footwear is expected to grow in high double digits. Thegrowing population and the continuous demand has made India the second largest producer offootwear in the world after China and also the world's third-largest footwear consumerafter China and the USA. It is estimated that more than 80% of the produced goods areconsumed within the domestic market. The market has also witnessed expansion of existinginternational brands in the country and the entry of premium formal and sportswear brands.The change in lifestyle preferences growing health and fitness awareness amongst urbanIndians has also led to a boost in the fitness footwear industry in India. As a resultproducts like apparel accessories and variety of fitness equipment now tops priority inshopping lists of consumers around the country primarily including comfortable brandedfitness footwear. The Indian fitness footwear segment is witnessing a steady boom and isexpected to grow with rapid pace during 2019 - 21. The Indian footwear industry has beenwitnessing a change from a need-based industry to fashion style and fitness orientedindustry and it has also got the potential to increase its global market share in footwearexport. With changing lifestyles and increasing affluence domestic demand for footwear isprojected to grow at a faster rate than it has been seen during the last 10 years.

Opportunities and Threats

Changes in the external business environment along with growing competition fromdomestic and foreign players in the industry has posed challenges for sustained futuregrowth. To maintain such growth your Company is taking necessary steps such as focusingon stylish comfortable and durable quality products so as to be ahead of competition.Sports and Kids categories are one of the fastest growing among all categories thereforeattracting traction from all footwear brands. Your Company is set to take leverage of ourstrong brands "Power" and "Bubblegummers" including testing ofexclusive concept stores. Another opportunity is the upgradation of consumers fromunorganized and low priced footwear to branded and lifestyle products thereby enhancingtheir experience. Your Company is uniquely placed to take advantage of this trend with itsaspirational brand image wide range of recognized brands and unparalled retail footprint.

With the infusion of new lines in men's and women's contemporary collection along withexciting and colorful range for teenage consumers and a range of offerings for the sports& fitness lovers the footfalls at stores are increasing. A range of products in thecasual and lifestyle offering especially for working women are expected to create asustained demand for the future.

The brick and mortar retail industry is also expected to witness intense competitionfrom the innovative digital platforms. Your Company has increased its focus on consumerfacing technology and rolled out a full suite of Omni-Channel solutions in 400+ stores aswell as upgraded our online experience.

Segment wise or product wise performance

Your Company operates in Footwear & Accessories Segment only and performances ofmajor business categories and key brands of your Company during the financial year endedMarch 31 2019 are highlighted below:

Retail Business

Your Company has followed a strategy of driving same store growth while adding newretail stores in Malls and High Street locations to enhance its Retail footprint. Thesespacious new stores are located in the growing markets of the country and are based on theglobal design ‘Red Angela Store Concept'. These stores are the new face of Bata inIndia & the first touchpoint for consumers to experience "SurprisinglyBata". It has simple clean lines of design thinking and uses essentially 2 coloursred & white that are uniquely identified with brand Bata. Your Company shall continueto make investment on renovating existing stores hence creating a delightful shoppingexperience for the customers by improving store layouts 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 focused on improving customer service at stores through regular training of storestaff. Your Company has initiated a "Store Excellence Program" which aims toimprove customer journey inside the stores & improve business parameters whiledelivering excellent customer service. During the financial year ended March 31 2019your Company opened 71 new Bata retail stores 51 Franchisee stores & renovated 47stores across India. Your Company also relocated 14 stores and closed 28 stores. YourCompany is strengthening various brands under the umbrella of Bata like Power &Bubblegummers & have continued testing these formats in couple of more locations. Nowyour Company operates 3 Power & Bubblegummers stores. A new concept of Bata Woman alsohas been tested with 2 stores in Bengaluru. These new concept stores would open newconsumer segments for us in times to come.

Digital Multi-Channel Business

Your Company's online business has recorded a significant growth during the year underreview. Your Company sold more than 1.5 million pairs of footwear through online channelsand achieved a turnover of over Rs.1200 Million. Your Company's e-commerce presence haspenetrated in 1000+ cities and towns across India.

During the fiscal year your Company's e-commerce division worked on identifying marketopportunities for business growth in the existing online business models including B2B andB2C. Your Company has strengthened its e-commerce team for creating an edge in onlinemarketing. From online customer segmentation purchase behaviour analysis to direct andindirect competition analysis the business maximized its reach to potential online buyersin footwear and accessories category. Cross-channel promotions and performance-drivene-commerce marketing campaigns got the overall website's www.bata .in business offthe ground with an increase in traffic from 4.50 Million to 9 Million. Your Companystrengthened its online customer database more than doubling it by reaching out to theleading telecom airline and banking players in association with affiliate partners. YourCompany's website launched Endless Aisle while connecting retail store inventory to onlinewebsite with technical integration multiplying the business potential. Your Company's B2Bbusiness has grown across all partner portals - Amazon Flipkart Myntra and Jabong - witha steep increase in secondary sales through competitive product offerings rigorousmarketing campaigns including Cost per Click (CPC) and Cost per Million Impressions (CPM)while diligently participating in brand specific and category specific events. Variousmarket expansion strategies were put in place like expansion of brand presence throughmarketplace model by listing products on high-traffic generating websites includingTataCliq ShopClues Limeroad etc. Your Company's e-commerce website www.bata.inimplemented CDN services to improve overall load time of the website which reduced from 15sec to 7 sec per new session.

Hush Puppies

Hush Puppies entered Indian market 20 years ago & initially positioned as"Premium Men's Dress Footwear Brand". Last year also as a team we have workedon the products marketing stores & overall customer experience to re-position it as"International Premium Lifestyle Brand" which is in synchronisation withcurrent global brand positioning. Today Hush Puppies is the biggest brand in PremiumFootwear space with increasing market share on year to year basis. The Brand has traversedfrom being Men Dress brand to becoming a Lifestyle Casual footwear brand in last couple ofyears. The product mix varies from Dress to casual from closed to open footwear in bothMen & Ladies with a strong presence in Hand Bags / Socks / Accessories. It has nowshoes for literally all occasions in a life of an urban consumer. Hush Puppies believe invision of "treating the world to their favorite shoe". With increasing percapita footwear consumption & a wide variety of national & international brandsoperating Indian market has become really exciting turf to play on. Hush Puppies wouldlike to maintain its leadership position in market as well as in the heart of Indianconsumers. Currently the main focus is on urban Indians residing in Metro & Tier Iand Tier II cities through Hush Puppies concept stores & through a wide Bata Networkthat goes up-to Tier III cities as well. Fast growing online (e-commerce) is helping usvirtually reaching every corner of India & helping aspiring consumers to own a pair ofHush Puppies. This Brand is already having 90+ Company owned & managed Exclusive BrandOutlets which would cross 100 mark by the end of 2019. Hush Puppies is an aspirationalbrand for urban India & we will continue to attract consumers through exceptionalproducts beautiful stores which are in-line with Global store concepts & bestin-class customer service.

Children's Footwear

In order to cater to the children's ever changing footwear demand your Company hasbeen introducing many new designs and innovative footwear. Through ‘Bubblegummers'brand of footwear your Company has always been striving to make quality shoes withuncompromising comfort and features that safeguard their little feet. Bubblegummers isretailed through all Bata stores across the Country and has been the first point ofcontact to start our consumers' journey to establish long term association with Bata. With18% of the Country's population below the age of 10 years the potential to grow in thechildren category of footwear is huge which makes this category as one of the key focusareas for your Company.

Your Company has further established an association with The Walt Disney Company IndiaPvt. Ltd. and working with a set of designers from Disney to create a complete collectioncovering all types of footwear ranging from casual shoes canvas shoes and Ballerinas toeveryday-wear sandals and chappals. Your Company has created exclusive ‘DisneyCorners' in some of its key retail stores across major cities in India to highlight thecollection and add value to the children category of footwear range.

Non-Retail Business

Your Company's non-retail business division comprises of urban wholesale industrialand institutional business divisions and exports. Across all the divisions actions aretaken to improve customer service enhancing quality of Product / Packaging and Upgradingthe capability of Employees.

Innovation: There are lots of legendary products with Bata which has hugeconsumer base built over many decades. Efforts are being made to ensure that they areavailable in their nearest footwear store. We have also launched some brands like WayFinder to make the brand more casual young and aspirational.

• Introduction of New Practices / Products: We have launched / upgraded about400 articles this year which are best in class in terms of Comfort and target youth andladies. We have also initiated changes in the way we manage our Supply chain. The Demandplanning and forecasting process has been re-hauled which is helping in better customerservice to our wholesalers as well as Industrial/Institutional Customer.

• Expansion: The Expansion in MBO's (Multibrand Outlets) as well as inIndustrial and Institutional Customer base concept has been activated which have yieldedgood results in last few months. During the year Bata Product availability has gotenhanced in 100 new towns across the country

.• Technology Upgradation: We have initiated technological upgradation inour billing and MIS system. This has helped us taking faster decision based on rightinformation at almost on real time basis.

Customer Care Initiatives

Customer Service and Experience has been a big focus area of the Company. There is adedicated customer service team to ensure that customers don't face any inconvenience andtheir concerns are addressed in a timely and amicable way. A toll free customer supportnumber is in place so that customers can reach out directly to the Company as well as viaother channels like e-mail facebook twitter etc. The Company ensures that all customerconcerns are resolved within minimum timelines. The Company has also been collectingcustomers feedback on their shopping experience and measuring it as per the globalstandard tool NPS since January 2018. The Company has started an initiative to close loopDetractors (customers who give negative feedback) by calling them and addressing /resolving their queries.

Bata Club

The Company's loyalty programme "Bata Club" has increased over the years andcurrently it has over 25 Million members. The programme engages with its memberscontinuously and rewards them with special benefits to drive repeat purchase conversionand footfalls. The Company has also started doing various innovative technology-drivenpromotions to leverage big festivals and events and further increase engagement from itsmember base.

Outlook

Your Company has an established leadership position in the industry and the mosttrusted name in branded footwear and accessories. With the change in customer preferencesshoes have become a style statement especially among the teenagers youth and the affluentworking class. The domestic demand for footwear is projected to grow at a fast pace. Theinclination towards purchase of products manufactured by established brands is increasing.The digital platform presence in social media blogs and advertisements are fast catchingup with the brick and mortar sales model. Your Company is proactively engaged in takingappropriate steps to tap these opportunities in order to improve its market share andretain its leadership position in the organized footwear and accessories sector of theindustry.

Risks and Concerns and Contingent Liabilities

Your Company acknowledges the fact that competition from both domestic andinternational players is increasing by every passing day. In addition to increasingcompetition the changing customer's behaviour and impact of online marketing initiativeshave an effect on your Company's performance since your Company has a huge network ofretail stores Pan India. With the opportunity for employment gradually increasing people/ talent retention is considered as a challenge. Your Company also realizes thatmodernization of I.T. systems along with having suitable protection from risk of loss /theft of data is one of the major areas of concern globally. Your Company monitors itsmajor risks and concerns at regular intervals. Appropriate steps are taken in consultationwith all concerned including the Risk Management Committee and the Audit Committee of theBoard to identify and mitigate such risks.

During the normal course of its business operations your Company has been subjected tolitigations in connection with or incidental thereto. These litigations include civilcases excise and customs related cases etc. filed by and against the Company. Thesecases are being pursued with due importance and in consultation with legal experts inrespective areas. Your Board believes that the outcome of these cases are unlikely tocause a materially adverse effect on the Company's profitability or business performance.Your Company has a Contingent Liability of Rs. 435.89 Million as on March 31 2019 ascompared to Rs. 460.54 Million as on March 31 2018. Attention is drawn to theexplanations mentioned in Note No. 31 of the Notes to Financial Statements for thefinancial year ended March 31 2019. 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 has been providedelsewhere in the Board's Report.

Discussion on financial performance

Your Company has been able to achieve profitable growth and believes that this issustainable barring unforeseen circumstances.

The Earnings per Share (EPS-Basic and Diluted) of your Company for the financial yearended March 31 2019 was at Rs. 25.65 as compared to the (EPS-Basic and Diluted)for the previous financial year ended March 31 2018 was at Rs. 17.40. Your Companyrecorded EBITDA margin of 16.30% during the financial year under review as compared to13.40% during the financial year 2017-18. Your Company does not have any Bank Borrowingsand the entire capital expenditure has been funded through internal sources.

The Capital Expenditure incurred during the year under review amounted to Rs. 911.96Million as compared to Rs. 930.77 Million in the previous year.

Details of significant changes in key financial ratios alongwith explanation

In compliance with the requirement of the Listing Regulations the key financial ratiosof the Company alongwith explanation for significant changes (i.e. for change of 25% ormore as compared to the immediately previous financial year will be termed as‘significant changes') has been provided hereunder:

Sl. No. Particulars# 2018-19 2017-18
(i) Debtors to Sales (in days) 8 12
(ii) Inventory to Turnover Ratio (in months) 3.44 3.47
(iii) Interest Coverage Ratio 116.53 69.89
(iv) Current ratio 2.92 2.76
(v) Debt Equity Ratio* - -
(vi) Operating Profit Margin (%) 14.11 11.13
(vii) Net Profit Margin (%) 11.26 8.48
(viii) Return on Net worth (%) 18.88 15.12

# The Government of India has implemented Goods and Services Tax (GST) from July2017 subsuming excise duty service tax and various other indirect taxes. Accordingly theRevenue for the financial year ended March 31 2019 as reported in the Statement of Profitand Loss are not comparable with the previous financial year. Therefore the Ratiorelating to Turnover are not comparable with the previous financial year.

* There is no borrowing in the Company. However Finance cost includes interestexpenses accounted for various deposits in accordance with Ind AS 109 FinancialInstruments.

The significant changes in Debtor Turnover Ratio has been recorded onaccount of increase in turnover and reduction in receivables which resulted into reductionof outstanding receivable days.

The significant changes in Interest Coverage Ratio has been recorded due tosignificant increase in Earnings Before Interest and Taxes (EBIT) with reduction infinance cost of the Company.• The significant changes in Operating Profit Margin (%)Net Profit Margin (%) and the Net worth Ratio (%) is due to cost efficiencies/productivityimprovement and premiumisation of our product range leading to increased profits. Theother financial ratios of the Company relating to previous 10 years has been provided inother part of Annual Report 2018 -19.

Material developments in human resource / industrial relations front including numberof people employed

Your Company has been continuously working to improve human resources skillscompetencies and capabilities in the Company which is critical to achieve desired resultsin line with our strategic business ambitions. Some key initiatives that have been takenduring the financial year 2018-19 in this direction are summarized below:

• Execution of Long Term Agreement (LTA) for settlement of dues with the Worker'sUnion at the manufacturing unit of the Company at Bataganj Patna.

• Industrial relations at all the manufacturing units of your Company have beenharmonious and peaceful with active involvement of the employees in the collectivebargaining process. Your Company has also encouraged wholehearted participation of theemployees and union in improving productivity as well as quality of its products.

• The goal setting process was cascaded from the Top aligned with Country'sstrategies and goals for the year. With a co-ownership of goals at the Department Headlevel a complete alignment in the organization was possible. A quarterly review ofscorecard helped to further strengthen the process.

• Multiple set of training programmes have been designed and rolled out in phasesfocusing on functional and behavioral needs of an individual. Some of these includeLeadership & Coaching for Leaders who manage Managers Personal Effectiveness for allindividual contributor roles first time Leaders Negotiation skills and B2B sales processand capability. Cross functional training is another key area of focus.

• Keeping up with the philosophy of "Learning is individual driven andorganization facilitated" we are now building a catalogue of online training moduleswhich an individual can access on their own anytime.

• For our store staffs an online learning platform was launched in 2018 this nowis available to over 4000 employees across 800 stores. On this 24/7 learning platform theemployees complete their Product training & certification as well as gain usefulknowledge on new launches and campaigns.

• ‘Stepping Stones' is our new career programme being launched which wouldenable an employee to make a choice of role across functions understand thedifferentiating competencies and work out a learning plan. It's a tool to empower theemployees take the right decision for themselves.

• As on March 31 2019 there were 4890 permanent employees on the rolls of yourCompany.

CAUTIONARY STATEMENT

There are certain Statements which have been made in the Management Discussion andAnalysis Report describing the estimates expectations or predictions may be read as‘forward-looking statements' within the meaning of applicable laws and regulations.The actual results may differ materially from those expressed or implied. The importantfactors that would make a difference to the Company's operations include demand-supplyconditions raw material prices changes in Government Policies Governing Laws Taxregimes global economic developments and other factors such as litigation and labournegotiations.

BUSINESS RESPONSIBILITY REPORT (BRR)

In compliance with the provisions of Regulation 34(2)(f) of the Listing Regulationsread with the SEBI Circular No. CIR/CFD/ CMD/10/2015 dated November 4 2015 your Companyhas prepared a BRR in the prescribed format for the financial year ended March 31 2019describing initiatives undertaken by it from an environmental social and governanceperspective which is annexed to the Board's Report and marked as Annexure VII. The BRRhas been uploaded on the website of the Company at www.bata.in and is available atthe linkhttps ://bata.in/bataindia/a -29_s-181_c-42/investor-relations.html.

CORPORATE GOVERNANCE

In compliance with the provisions of Regulation 34 of the Listing Regulations read withSchedule V to the said Regulations the Corporate Governance Report of your Company forthe financial year ended March 31 2019 and a Certificate received from M/s. B S R &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.

ACKNOWLEDGEMENTS

Your Board is grateful for the continuous patronage of our valued customers and remainscommitted to serving their needs by delivering more style and comfort at every step. OurBoard acknowledges and appreciates the relentless efforts by employees workmen and staffincluding the Management headed by the Executive Directors who have all worked together asa team in achieving a commendable business performance year on year. Your Board is alsoindebted to the unstinted support and trust reposed by you our shareholders and are alsothankful to the Bata Shoe Organization (BSO) for their ongoing support and guidance.

Your Board greatfully acknowledges the support and cooperation it receives from all itssuppliers vendors and dealers as well as the regulatory authorities of the Central andState Governments in India.

Your Board wishes to place on record its deep appreciation of the Independent Directorsand the Non-Executive Directors of the Company for their great contribution by way ofstrategic guidance sharing of knowledge experience and wisdom which helps your Companyto take the right decisions in achieving its business goals.

For and on behalf of the Board of Directors
UDAY KHANNA
Place : Gurugram Chairman
Date : May 24 2019 DIN: 00079129