Your Directors present their Report together with the Audited Financial Statements forthe year ended 31 March 2020.
I. FINANCIAL PERFORMANCE
a. Standalone Financial Results
| || ||Rs. in Crores |
|Particulars ||Year ended 31 March 2020 ||Year ended 31 March 2019 |
|Revenue from Operations ||10986.68 ||10482.45 |
|Profit before tax ||1908.26 ||1716.11 |
|Profit after tax Dividend: ||1484.30 ||1122.20 |
|Final Dividend (including tax thereon) ||- ||422.27A |
|Interim Dividend* ||841.64 ||- |
*Dividend Distribution Tax is not applicable with effect from 1 April 2020
A Net of dividend distribution tax on dividend received from one of the subsidiaries
b. Consolidated Financial Performance
Consolidated Financial Statements prepared in accordance with Section 133 of theCompanies Act 2013 read with the rules made thereunder and Indian Accounting Standards(Ind AS) along with the Auditor's Report form part of the Annual Report.
Consolidated Sales of your Company for the financial year ended 31 March 2020 isRs.11443.99 Crores vis-a-vis Rs.10973.46 Crores in the previous year registering agrowth of 4.3%. Consolidated Net Profit attributable to the owners of the Company for thefinancial year ended 31 March 2020 is Rs.1402.63 Crores vis-a-vis Rs.1159.12 Crores inthe previous year registering a growth of 21%.
c. Overview of Company Performance
Your Company witnessed moderate growth in the first half of the year. The last part of4th quarter was impacted by the unforeseen development of the COVID-19 pandemic. Despitethe challenging business environment during the year 2019-20 your Company was able toincrease its market share and improve profitability through innovations cost efficiencyprograms and expansion in distribution.
COVID-19 has had a catastrophic impact on people and economy globally. We in Britanniafocussed on the following during this crisis:
(a) Safety of employees and other stakeholders
(b) Ensuring availability of our products which are daily essentials across thecountry.
During this crisis the Wadia Group of Companies contributed to the nation's cause byproviding 1.35 crore meal & meal equivalents and 90 lacs of bakery packs to the lessfortunate especially migrants across 19 states and 110 cities.
Your Directors wish to place on record their appreciation to the Company's employeessuppliers customers & Government authorities for their selfless efforts which helpedyour Company reach normalcy in operations within few weeks of lock-down. The ownership andresponsiveness shown by all the stakeholders is unparalleled and is a testimony of thespirit of this great organisation.
Your Company shall review the long term impact of the pandemic and take all stepsnecessary to adapt itself to emerging changes and the new normal.
d. Subsidiaries Associates and Joint Ventures
A report on the financial performance of each of the Subsidiaries and Associatesincluded in the Consolidated Financial Statements is provided in Form AOC-1 and forms partof this Annual Report. The audited financial statements of all the subsidiaries areavailable on the website of the Company www.britannia.co.in.
During the year under review your Company incorporated a wholly owned subsidiary inDhaka Bangladesh under the name of Britannia Bangladesh Private Limited. Your Companysold its equity stake in Klassik Foods Private Limited an Associate Company during theyear.
The Board of Directors at their Meeting held on 23 April 2020 declared Interim Dividend@ 3500% i.e. Rs.35 per Equity Share of Rs.1/- each for FY 2019-20. The Interim Dividendwas paid to the shareholders holding shares as on Record Date i.e. Saturday 2 May 2020.The total dividend payout for FY 2019-20 stands at Rs.841.64 Crores.
f. Bonus Debentures
Your Company on completion of 100 years rewarded its shareholders with allotment of240318294 3-year secured non-convertible redeemable fully paid-up Bonus Debenturesof face value of Rs.30/- each bearing interest at 8% p.a. to the Members of the Companyas on the Record Date 23 August 2019 as per the ratio stipulated in the Scheme ofArrangement i.e. 1 fully paid-up Debenture of face value of Rs.30/- each for every 1fully paid-up equity share of face value of Re 1/- each.
Your Company transferred an amount of Rs.148.43 Crores to the General Reserve andRs.180.24 Crores to the Debenture Redemption Reserve during the financial year ended 31March 2020.
h. Share Capital
During the year under review your Company allotted 150002 equity shares of Rs.1/-each upon exercise of options under Britannia Industries Limited Employee Stock OptionScheme. Consequently the paid up equity share capital of your Company increased byRs.150002 during the year.
II. OPERATIONAL PERFORMANCE
a. The Britannia Promise to Spread Delight
The desire to delight consumers with products that deliver excitement and goodness inevery bite is at the heart of Britannia's promise. Your Company's commitment to deliverunique and ecstatic experiences to consumers continued to be the guiding principle ofoperations.
b. Supply Chain & Operations
Your Company in the quest of improving competitiveness in its operations has beencarrying out various Cost Efficiency and Operational Excellence Programs across the valuechain. During the year your Company implemented Small Group Activity Programs across allits factories to strengthen the culture of safety of workers in such programs. Furtheryour Company successfully commissioned 3 Biscuit Lines and 1 Snack line at the IntegratedFood Park Ranjangaon Maharashtra and operationalized its greenfield unit in Nepal.
c. Environment Health and Safety
EHS policy of your Company drives Zero Accident Culture and that stands out as a Keydifferentiator to drive workplace safety initiatives. Your Company during the yearreduced recordable injuries by 27% over the previous year.
All our manufacturing units are certified for conformance to OHSAS 18001 standardsother than a few recently commercialized units. Your Company manages occupational healthand safety by systematically assessing the hazards and mitigating risks through awarenessprograms and safety training for employees.
Your Company has constituted a Central Medical Council that addresses health andhygiene needs at workplace by engaging with occupational health experts and providingadvice to site based medical and paramedical staff to proactively manage health andwellness of employees.
A process was put in place to manage risks related to COVID-19 by day-to-day healthmonitoring of all employees and sanitising the workplace with the highest standard. Socialdistancing measures go beyond plant boundaries and all transport vehicles adhere tostipulated needs outlined by the government.
Your Company has also constituted a Central Environment Council led by subject matterexperts to enable compliance to air water and solid waste management. Water stewardshipplan is in place to move towards water conservation and recharge.
d. Quality Programs
Quality and Food Safety continue to be key priorities for your Company. Your Company'sefforts to ensure delivery of superior safe and compliant products to its consumers werefurther strengthened during the year.
You would be happy to know that all the existing manufacturing units of your Companyincluding contract manufacturing units are certified by an accredited third party inaccordance with Hazard Analysis Critical Control Points' (HACCP)/ISO 22000 standardsand operate in compliance with stringent food safety and quality standards.
Your Company has received American Institute of Baking (AIB) Certification for 13 ofits manufacturing units through compliance to Global Food Safety Standards.
Your Company's "Consumer Care Cell" continues to be compliant to theGlobal standards on customer satisfaction & Guidelines on complaint handling'and sustained the revised requirements and certification ISO 10002:2018 during the year.
You will be delighted to know that your Company was recognized as "Food Company ofthe Year 2019" for the second time in succession at the India Food Safety ExcellenceAwards 2019 organized by SYNNEX.
e. Research and Development (R&D)
In its quest to be a Global Total Foods Company' your Company is leveraging itsR&D capabilities and expertise to innovate & renovate provide world classproducts improve packaging and reduce wastages.
Your R&D team has been working relentlessly towards building technologycapabilities to provide more nutrients in Company's product portfolio. It has successfullybuilt capability to use alternate cereals whole grains super seeds and protein isolatesin the product portfolio.
During the year "Britannia Nutrition Policy" was also adopted with theobjective to provide consumers with convenient delightful food choices to meet theirdaily nutritional needs and thereby contribute to a better quality of life and addressmajor country specific nutrition related public health concerns like undernutrition andiron deficiency anaemia.
As part of its continuing efforts to Make a Difference' to the community yourCompany continues to invest in research and development to address key nutritionaldeficiencies. According to National Family Health Survey 4 (2015-16) anaemia continues tobe a prime health concern across India with ~53% of the women being anaemic. In order toaddress Iron Deficiency Anaemia (IDA) your Company has developed a tasty and affordableIron & Folic Acid fortified biscuit delivering 50-75% RDA of these nutrients to thewomen.
You will be happy to know that the Suphoshan' Nutrition Intervention Programundertaken by the Britannia Nutrition Foundation (BNF) Narayana Health Charitable Trustand National Health Mission Government of Rajasthan in adolescent school going childrenwith iron and folic acid fortified biscuits developed by your Company's R&D team hasled to significant increase in the haemoglobin levels in adolescents.
You will be delighted to know that your Company is the highest scoring among Indianheadquartered companies in meeting the nutrition needs of consumers declared by"Access to Nutritional Index" (ATNI) in the 2nd iteration of the India spotlight2020. Your Company was acknowledged for significant improvement since the last index in2016.
Your Company aims to recycle reduce and recover used plastic for sustainability.R&D team has been continuously working to reduce usage of plastic by removing plastictrays from the portfolio and is in the process of developing 100% reusable packaging. YourCompany has successfully scaled up Extended Producers' Responsibility (EPR) initiativesPAN India for multilayer and plastic packaging waste collection and energy recovery inassociation with IPCA (Indian Pollution Control Association).
f. Conservation of Energy Research and Development Technology Absorption ForeignExchange Earnings and Outgo
Details of energy conservation technology absorption foreign exchange earnings andoutgo in accordance with the provisions of Section 134 (3) (m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 are given as Annexure-A' tothis Report.
2019-20 was a challenging year due to economic slowdown in the country impactingconsumer spending. However your Company's focus on brand building delivering superiorproducts and creating point of view based communication ensured growth and marketleadership.
This was made possible by a host of marketing strategies and interventions.
Experiential activation of Brand Britannia - Britannia Khao World Cup Jao
Your Company brought back one of its most memorable campaigns - Britannia Khao WorldCup Jao in April 2019. The nostalgic campaign which debuted in 1999 brought togetheryour Company and ICC Men's Cricket World Cup with the mega prize of trip to watch livematch in England and Wales.
The promotion also offered a bouquet of experiences and rewards to millions ofconsumers. The share of voice that the campaign garnered across media was unparalleled byany other brand which was active around the sporting event.
Strengthening core brands with activation and advertising
Your Company's leading biscuit brand Good Day strengthened its presence in the marketwith new campaign in November 2019 which starred Deepika Padukone leading BollywoodActor. The campaign "Khushiyon Ki Zidd Karo" was to encourage people toreprioritize their goals and chase happiness instead.
Britannia Marie Gold launched the 2nd season of Britannia Marie Gold My Startup'initiative which provides financial assistance to homemakers with entrepreneurial ideas.This year the brand partnered with National Skill Development Corporation (NSDC) tolaunch India's first-ever skill development program customized for women withentrepreneurial aspirations. 10000 women homemakers from across the country will undergothis online certification from the comfort of their homes. The Britannia Marie Gold MyStart Up initiative is designed to help India's homemakers become financially independentand transform them into job creators.
Your Company also expanded its brand Milk Bikis to North & West India with newcampaigns market visibility and intensive sales efforts.
Your Company has re-launched NutriChoice Cream Crackers and NutriChoice Thin Arrowrootwith improved product mix visual product differentiation and differentiated packagingwhich have helped these brands to grow much faster than the industry.
Innovation Leadership-Britannia has re-enforced its thought & market leadershipthrough multiple pioneering innovations Britannia nurtured innovations that were launchedat the end of FY 2018-19 - Britannia Treat Burst Britannia Treat Stars and Britannia50-50 Jeera during FY 2019-20. In addition two variants were launched underTreat-Tiramisu and Red Velvet as an "in and out" during the year and these werereceived very well by the consumers. Little Hearts Strawberry was also launched which isunder test marketing in Maharashtra.
Wooing the millennial digital consumers through disruptive digital content LittleHearts a digital only brand had launched a differentiated campaign for Valentine's Daywith a first-of-its-kind Qawwali- Rap battle featuring Kaam Bhari and Ahsaas Channa. Thebrand-new song released on the eve of Valentine's Day is set in a rap-meets qawwali genreand is a fresh fun and edgy take on heartbreaks and received more than 10 million views.
Britannia Good Day India's Most Trusted Food Brand in reputed nation-wide consumersurvey
In the reputed Most Trusted Brands' survey conducted every year by The EconomicTimes Brand Equity publication Britannia Good Day won the coveted position of MostTrusted Food brand in the country. The brand also secured the position of the 3rd mosttrusted brand in the country a testimony to the immense love and trust our consumersacross diverse age groups and demographics bestow on us.
Marie Gold and Bourbon also featured in the most trusted food brands in the samesurvey in 6th position and 11th position respectively.
Awards & Recognition received in FY 2019-20
Your Company was honoured with the following:
Goodday was rated the Most Trusted Brand in the Food Category & 3rd MostTrusted Brand across categories by Brand Equity.
Pitch Best CMO Award for Consumer Connect.
ATNI (Access to Nutrition Index) - Britannia ranked No.1 amongst Indianheadquartered companies in ATNI 2020 underlining Britannia's efforts and commitmentstowards making nutrition accessible to billions in the country.
CMO Global- Star of The Industry Awards For Excellence in Branding &Marketing- Best Brand Re-vitalization Award- Britannia 50-50.
- Best Use of Social Media in Marketing- Britannia Little Heart.
- Best Marketing Campaign- Britannia 100 years campaign.
Campaign awards for Britannia Marie Gold My Start Up campaign 2019- Sabre AwardsSouth Asia- Diamond Sabre Award for Superior Achievement in Research & Planningcategory.
- Fulcrum Awards- Best use of Integrated Communication.
- PR Asia Awards 2019- Cause related- Diversity & Inclusion.
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Nusli N Wadia (DIN:00015731) Chairman andNon-Executive Director is retiring by rotation at the ensuing Annual General Meeting (AGM)and is eligible for re-appointment.
The Board of Directors at their Meeting held on 2 June 2020 on the basis of therecommendation of the Nomination and Remuneration Committee has proposed there-appointment of Mr. Nusli N Wadia for approval of the shareholders at the ensuing AGM ofthe Company.
During the year under review Mr. Nimesh N Kampani and Mrs. Ranjana Kumar retired fromthe Board of Directors of the Company w.e.f. 12 August 2019.
Further the shareholders at the 100th Annual General Meeting held on 9 August 2019appointed Mrs. Tanya Dubash as an Independent Director for a term of 5 years w.e.f. 7February 2019 and re-appointed Mr. Avijit Deb Mr. Keki Dadiseth and Dr. Ajai Puri asIndependent Directors for another term of 5 years w.e.f. 12 August 2019.
b. Directors' Responsibility
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed;
(ii) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as on 31 March 2020 and of the profit of theCompany for the year;
(iii) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(iv) The Annual Accounts are prepared on a going concern basis;
(v) They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;
(vi) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and these systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultant(s) and the reviews made by the Management andthe relevant Board Committees including the Audit Committee the Board is of the opinionthat the Company's internal financial controls were adequate and operationally effectiveduring FY 2019-20.
IV. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 your Company as part ofits CSR initiatives has undertaken projects/programs in accordance with the CSR Policy.The details of the CSR activities are given as Annexure-B' forming part of thisReport.
a. Particulars of Remuneration of Directors KMPs and Employees
A statement containing the details of the Remuneration of Directors KMPs and Employeesas required under Section 197(12) of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is given asAnnexure-C' to this Report.
However as per the provisions of Section 136 of the Companies Act 2013 the reportand financial statements are being sent to the Members and others entitled thereto afterexcluding the disclosure on particulars of employees. The disclosure is available forinspection by the Members at the Registered Office of your Company during business hourson all working days of the Company up to the date of the ensuing Annual General Meeting.If any Member is interested in obtaining a copy thereof such Member may write an e-mailto firstname.lastname@example.org.
b. Employee Stock Option Scheme (ESOS)
The disclosure pursuant to the provisions of Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 read with SEBI Circular No.CIR/CFD/POLICY CELL/2/2015 dated 16 June 2015 and Section 62(1) (b) of the Companies Act2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014 isgiven as Annexure-D' to this Report.
c. Disclosure on Sexual Harassment of Women at Workplace
The Company has an Internal Complaints Committee for providing a redressal mechanismpertaining to sexual harassment of women employees at workplace. During the year twocomplaints were received by the Company under Anti-Sexual Harassment Policy and the samewere resolved.
a. Corporate Governance
A Report on Corporate Governance for the financial year ended 31 March 2020 along withthe Statutory Auditor's Certificate on compliance with the provisions of corporategovernance under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(hereinafter referred to as SEBI Listing Regulations 2015') is forming part of theAnnual Report.
b. Business Responsibility Report
Pursuant to Regulation 34(2) (f) of SEBI Listing Regulations 2015 read with SEBICircular No. CIR/ CFD/CMD/10/2015 dated 4 November 2015 the Business ResponsibilityReport' (BRR) of the Company for FY 2019-20 is forming part of the Annual Report.
c. Extract of Annual Return
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 read withthe rules made thereunder the Extract of Annual Return of the Company has been placed onthe website of the Company.
d. Whistle Blower Policy
The details of Whistle Blower Policy are given in Clause No. 8 (c) of the CorporateGovernance Report.
e. Board Evaluation
The details of evaluation of Directors Committees and Board as a whole are given inClause No. 3 (b) of the Corporate Governance Report.
f. Remuneration Policy
The details of the Remuneration Policy are given in Clause No. 3(b) of the CorporateGovernance Report. Britannia Industries Limited Remuneration Policy for Directors KeyManagerial Personnel and other Employees is disclosed on the website of the Company.
Web Link: http://britannia.co.in/pdfs/Code ofconduct/policies/Remuneration-Policy-for-Directors- KMPs.pdf
g. Risk Management
Your Company has a well-defined risk management framework in place and a robustorganizational structure for managing and reporting risks. Your Company has constituted aCommittee of the Board to monitor and review risk management plan. Risk management processhas been established across your Company and is designed to identify assess and frame aresponse to threats that affect the achievement of its objectives.
h. Independent Directors
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the Companies Act 2013and SEBI Listing Regulations 2015.
i. Board and Committees
The details of Board and its Committees are given in Clause No. 2 and 3 of theCorporate Governance Report.
j. Related Party Transactions
The framework for dealing with related party transactions is given in Clause no. 8(a)of the Corporate Governance Report.
During the year your Company did not enter into any contract/arrangement/transactionswith Related Parties referred in Section 188(1) of the Companies Act 2013 read with therules made thereunder. In accordance with Ind AS-24 the Related Party Transactions aredisclosed under Note No. 45 of the Standalone Financial Statements.
k. Public Deposits
Your Company has neither accepted nor renewed any deposits from public within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the year.
l. Particulars of Investments Loans and Guarantees
The particulars of Investments Loans and Guarantees covered under the provisions ofSection 186 of the Companies Act 2013 read with the rules made thereunder are given inthe Note No. 38 39 and 40 of the Standalone Financial Statements.
m. Significant and Material Orders passed by the Regulators
There were no significant and material orders passed by the Regulators or Courts orTribunals during the year impacting the going concern status and the operations of theCompany in future.
n. Compliance with Secretarial Standards
During the year under review the Company has complied with all the applicableSecretarial Standards.
a. Statutory Auditors
M/s B S R & Co. LLP Chartered Accountants (BSR') (ICAI Firm RegistrationNumber 101248W/W- 100022) were appointed as Statutory Auditors at the 91st Annual GeneralMeeting (AGM) held on 9 August 2010 and thereafter at every AGM till 12 August 2014 inaccordance with Section 224 of the erstwhile Companies Act 1956.
Consequent to enactment of Companies Act 2013 M/s B S R & Co. LLP were appointedas the Statutory Auditors of the Company at the 95th AGM held on 12 August 2014 for aperiod of 5 consecutive years subject to ratification by Members at every AGM inaccordance with Section 139 of the Companies Act 2013 read with the rules madethereunder.
Further M/s B S R & Co. LLP were re-appointed as Statutory Auditors at the 100thAGM held on 9 August 2019 to hold office upto the ensuing AGM.
Since M/s B S R & Co. LLP would be completing their term of 10 years as theStatutory Auditors of the Company they are required to mandatorily retire at the ensuingAGM as per Section 139 of the Companies Act 2013.
Pursuant to the recommendation of the Audit Committee the Board of Directors of theCompany at its meeting held on 7 February 2020 recommended the appointment of M/s WalkerChandiok & Co Chartered Accountants (Firm Registration No. 001076N/N500013) asStatutory Auditors of the Company for a period of five (5) consecutive years from theconclusion of the 101st AGM till the conclusion of 106th AGM of the Company to be held inthe year 2025 subject to the approval of shareholders of the Company at the ensuing AGM.
In this regard M/s Walker Chandiok & Co Chartered Accountants have submittedtheir written consent that they are eligible and qualified to be appointed as StatutoryAuditors of the Company in terms of Section 139 of the Companies Act 2013 and alsosatisfy the criteria provided in Section 141 of the Companies Act 2013.
b. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyappointed M/s. Parikh & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company for FY 2019-20. The Secretarial AuditReport submitted by them is given as Annexure-E' to this Report.
c. Reporting of Frauds by Auditors
During the year under review the Auditors have not reported any instances of fraudscommitted in the Company by its Officers or Employees to the Audit Committee under Section143(12) of the Companies Act 2013.
VIII. INTERNAL FINANCIAL CONTROLS
The details of adequacy of Internal Financial Controls are given in Clause (I) of theManagement Discussion and Analysis Report.
Your Directors would like to thank all stakeholders viz. customers shareholdersdealers suppliers bankers employees and all other business associates for thecontinuous support given by them to the Company and its Management.
| ||On behalf of the Board |
| ||Nusli N Wadia |
|Place : Bengaluru ||Chairman |
|Date : 2 June 2020 ||(DIN:00015731) |