Britannia Industries Ltd
Directors Reports
Your Directors are pleased to present their Report and the Audited Financial Statements
for the year ended 31 March 2021.
I. FINANCIAL PERFORMANCE
a. Standalone Financial Results
Rs. in Crores
| Particulars |
Year ended 31 March 2021 |
Year ended 31 March 2020 |
| Revenue from Operations |
12,378.83 |
10,986.68 |
| Profit before tax |
2,379.44 |
1,908.26 |
| Profit after tax |
1,760.03 |
1,484.30 |
| Interim Dividend* |
3,491.41 |
841.64 |
* With effect from 1st April, 2020, dividend is taxable in the hands of the
shareholders and the Company has deducted tax at source at applicable rates.
b. Consolidated Financial Performance
Consolidated Financial Statements prepared in accordance with Section 133 of the
Companies 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 2021 is Rs. 12,883.04 Crores
vis--vis’ Rs. 11,443.99 Crores in the previous year, registering a growth of 12.6%.
Consolidated Net Profit attributable to the owners of the Company for the financial year
ended 31 March 2021 is Rs. 1,863.90 Crores vis--vis Rs. 1,402.63 Crores in the previous
year, registering a growth of 32.9%.
c. Overview of Company Performance
The Covid-19 pandemic is the biggest global humanitarian crisis of our time and poses
major challenges to public health systems, food security and employment. The social and
economic impact of the pandemic has disrupted the lives and livelihood of millions of
people and affected economies across the world. These effects were also felt by the Indian
economy during the year with concerns about health and safety taking precedence over
growth.
While there were challenges every single day, your Company ensured that its products
were able to reach every household in times of need. This was made possible by innovative
strategies to ensure material availability and increased productivity at factories,
uninterrupted supplies by distributors, digital sales initiatives and safety of workers
and employees.
Your Company’s ability to face adverse situations and emerge as one of the leading
FMCG Companies testifies to the high degree of resilience and resourcefulness of
Britannia’s employees and the success of its ongoing programs for safety,
uninterrupted supply chain operations, cost efficiency, distribution expansion and
investments in people and technology.
The learnings during the pandemic led to the development of new strategies and plans
for the future. This is enabling your Company to address the challenges arising from the
ongoing second wave of the Covid-19 pandemic with renewed focus on ensuring availability
of our products without compromising the safety of employees and other stakeholders.
Your Directors wish to place on record their sincere appreciation to the Company’s
employees, business partners, vendors, distributors, customers and other stakeholders for
their exemplary work to deliver good results in a difficult year.
d. IT Revolution
Technology continues to change the ways of life and business. As part of technology
advancement initiatives, your Company undertook a major digital revamp and implemented
three transformational projects:
S/4 HANA to integrate all business processes and implement best-in-class practices
across the value chain.
Online dealer management system to take sales processes to the next level.
End-to-end integration of vendor processes.
With all the core systems getting upgraded and integrated, your Company would be in a
better position to leverage the large data available to build relevant business analytics
and intelligence.
e. Subsidiaries, Associates and Joint Ventures
A report on the financial performance of each of the Subsidiaries, Associates and Joint
Ventures included in the Consolidated Financial Statements is provided in Form AOC-1 and
forms part of this Annual Report. The audited financial statements of all the subsidiaries
are available on the website of the Company www.britannia.co.in.
During the year under review, Strategic Foods Uganda
Limited in Uganda and Britannia Egypt LLC in Egypt were incorporated as step-down
subsidiaries of the Company.
f. Dividend
The Dividend Distribution Policy of the Company aims at rewarding the shareholders
through payment of dividend. Pursuant to the Policy, the Board of Directors have declared
interim dividends of:
- 8300% i.e., Rs. 83 per Equity Share of Rs. 1/- each at their Meeting held on 17
August 2020 and
- 6200% i.e., Rs. 62 per Equity Share of Rs. 1/- each at their Meeting held on 2 April
2021.
The total dividend payout for the financial year 2020-21 stands at Rs. 3,491.41 Crores.
The Board has not recommended a final dividend for the financial year 2020-21.
g. Reserves
Your Company does not propose to transfer any amount to the reserves for financial year
2020-21.
h. Share Capital
During the year under review, your Company allotted 4,00,000 equity shares of Rs. 1
each upon exercise of options under Britannia Industries Limited Employee Stock Option
Scheme. Consequently, the paid up equity share capital of your Company increased by Rs.
4,00,000 during the year.
i. Scheme of the Arrangement for Bonus Debentures and Payment of Dividend
The Board of Directors at their meeting held on 5 October 2020 approved the
Scheme of the Arrangement between the Company and its Members for: a. Issue of 1 (one)
unsecured, non-convertible, redeemable fully paid-up debenture of the face value of Rs. 29
(Rupees Twenty Nine) each, by way of bonus to the Members of the Company, for every 1
(one) fully paid-up equity share of face value of Rs. 1 (Rupee one) each, by utilising the
General Reserves of the Company; and b. Payment of the dividend of Rs. 12.50 (Rupees
Twelve and Fifty Paise) per every 1 (one) fully paid-up equity share of face value of Rs.
1 (Rupee One) each by utilizing accumulated profits of the Company.
The Scheme of Arrangement has been approved by the Hon’ble National Company Law
Tribunal, Kolkata Bench by its order dated 7 May 2021.
The Bonus Debenture Committee at its Meeting held on 3 June 2021 allotted 24,08,68,296
unsecured, non-convertible, redeemable fully paid-up debentures of face value of
Rs. 29 each, bearing interest at 5.5% p.a and approved payment of dividend of Rs. 12.50
per equity share of face value of Rs. 1 each, subject to deduction of applicable taxes, in
terms of the Scheme of Arrangement, to the Members holding shares as on record date i.e.,
Thursday, 27 May 2021.
The final listing and trading approval for the bonus debentures was received from the
BSE Limited and National Stock Exchange of India Limited on 16 July 2021 and the bonus
debentures were listed on both the exchanges w.e.f. 20 July 2021.
j. Material changes affecting the Company
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year and date of this report. There has been
no change in the nature of business of the Company.
II. OPERATIONAL PERFORMANCE
a. The Britannia Promise to deliver Excitement and Goodness
Your Company is committed to deliver Excitement and Goodness through its convenient,
delightful, nutritious and affordable food products to consumers across all age groups and
geographies.
Each of our products is made with the best ingredients and packaged to retain their
natural goodness, without compromise, thereby helping us keep our promise to deliver
Excitement and Goodness in every bite.
b. Business Continuity Plan (BCP)
Your Company implemented a very robust Business Continuity Plan (BCP) process to manage
operations during the Covid-19 pandemic. This involved a detailed review of sales order,
finished & input stocks, production, delivery and supplies to outlets, on a daily
basis. The review was done to identify key constraints in operations and find timely
solutions for them.
The review also covered safety of employees and business partners. This process helped
the Company achieve exceptional results in very trying times.
Implementation of S4 HANA and real time dealer management system across the entire
community of distributors in March 2021, coupled with the BCP Process should help quick
conversion of sales order and improve product availability across outlets.
c. Supply Chain Operations
Supply Chain Operations played a crucial role in ensuring continued supply of food
products to consumers during the difficult phase of the Covid-19 pandemic. Your
Company’s Business Continuity Plan enabled availability of material, manpower and
manufacturing capacity across factories, daily monitoring of stock and partnering with
government and local communities to ensure uninterrupted supply of products.
This was also possible due to your Company’s relentless focus on operational
excellence and cost efficiency programs across the value chain.
During the year, your Company successfully commissioned 3 Biscuit Lines, 1 snack line
and expanded its depot at the Integrated Food Park, Ranjangaon, Maharashtra.
Your Company has a robust supply chain management process to ensure safety across the
chain and delivery of safe and quality products to the consumers.
d. Environment, Health and Safety
Developing and maintaining "Zero Accident Culture" is at the core of your
Company’s EHS policy. Various safety initiatives and programs are implemented to
achieve this objective. Your Company, during the year, reduced recordable injuries by 14%
over the previous year in the manufacturing units in spite of the Covid-19 pandemic and
this was made possible by site based initiatives, such as critical behaviours awareness
programs, self-audits / inspections of machines and infrastructure.
Your Company manages occupational health and safety by systematically assessing the
hazards and mitigating risks through various safety programs and training for employees.
All sites have been certified for implementing Occupational Safety Management Systems.
Your Company strengthened its safety policies after the outbreak of Covid-19 pandemic
and ensured Covid-19 awareness programs, health screening, social distancing, workplace
disinfection, sanitization of vehicles, medical insurance for workers and employees and
constant monitoring of Covid-19 affected employees and their primary contacts.
The Central Medical Council constituted by the Company addresses health and hygiene
needs at the workplace by engaging with occupational health experts. The experts provide
requisite advice to all site based medical and paramedical staff to proactively manage
health and wellness of employees.
Your Company has also constituted a Central Environment Council led by subject matter
experts to enable compliance to air, water and solid waste management. Water stewardship
plan is in place to conserve and recharge ground water. Your Company achieved the Specific
water consumption of 0.97 liters/kg of product which is 22% lesser than previous
year and this was possible due to in-house water conservation programs.
e. Quality Programs
Quality and Food Safety are paramount for your Company. As the Covid-19 pandemic
continues to spread across the nation, your Company adopted stringent quality assurance
processes in all its manufacturing units to ensure delivery of superior, safe and
compliant products to consumers.
All the existing manufacturing units of your Company, including contract manufacturing
units, are certified by an accredited third party in accordance with ‘Hazard Analysis
Critical Control Points’ (HACCP) / ISO 22000 standards and operate in compliance with
stringent food safety and quality standards.
After the relaxation in Covid-19 related restrictions, your Company resumed the audits
conducted by American Institute of Baking (AIB) in January 2021 and received certification
for 4 of its manufacturing units for compliance to Global Food Safety Standards. Your
Company’s "Consumer Care Cell" continues to be compliant to the
‘Global Standards on Quality Management – Customer satisfaction –
Guidelines for complaints handling in organizations’ and sustained the ISO 10002:2018
certification.
Your Company has also implemented Vendor Quality Assurance Program (VQAP) across the
supply chain to integrate, monitor and control quality at all stages. Your Company
reviews key supplier scorecards quarterly and drives quality improvements that provide
lasting value to suppliers.
f. Research and Development (R&D)
Your Company established a World class R&D Centre in 2016 and built up capabilities
towards its goal of transforming into a ‘Total Foods Company’.
R&D continued to focus on consumer centric and high quality products and developed
‘Choco-Hazelnut creme’ filled biscuit variant under ‘Pure Magic’
brand, ‘MilkBikis Atta’ product, ‘Masala Mania’ variant under the
‘Timepass’ brand, ‘Layerz Cake’ of Rs. 5, ‘Lassi’ with 2
variants - ‘Rose Classic’ and ‘Mango’ under the ‘Winkin Cow’
brand.
Your Company is continuously working on developing unique and innovative products which
provide indulgence, health and nutritional benefits.
Your Company’s R&D team is also consistently working to increase positive
nutrients and reduce negative nutrients in its product portfolio.
Your Company is committed to reducing 3% Sodium and Sugar in selected products during
financial year 2021-22. In addition, you will be delighted to learn that R&D has
successfully built capabilities to use alternate cereals, whole grains and millets in its
product portfolio, thereby overcoming significant taste barrier due to use of these
ingredients.
Your Company continued its efforts to ‘Make a Difference’ to the community,
by investing significantly in R&D to address key nutritional deficiencies.
According to National Family Health Survey 4 (2015-16), anaemia continues to be a prime
health concern across India with ~53% of the women being anaemic. In order to address Iron
Deficiency Anaemia (IDA), your Company’s R&D team developed a tasty and
affordable Iron & Folic Acid fortified biscuit delivering 50-75% RDA of these
nutrients to the adolescent girls and women.
You will be happy to know ‘Suphoshan’ nutrition intervention program
undertaken by the Britannia Nutrition Foundation (BNF), Narayana Health Charitable Trust
and National Health Mission, Government of Rajasthan in adolescent school going children
with iron and folic acid fortified biscuits developed by R&D team led to significant
increase in the haemoglobin levels in adolescents.
Your Company is continuously working on its goal to use 100% recyclable or reusable or
bio-degradable laminate packaging in its portfolio by the end of 2024. You would be
delighted to know that your Company has successfully developed fully recyclable
polypropylene based laminate, which was certified by premier polymer research institute.
Considerable research and development efforts are also directed towards reducing usage
of plastics. Your Company has developed options to use special enhancers and fillers to
reduce usage of virgin plastic by 30% in secondary packaging bags.
Your Company redesigned corrugated boxes without altering capacities and reduced the
paper usage across its portfolio. This design change resulted in reducing usage of Kraft
paper by ~ 7%.
Your Company is committed to retrieve plastics from the system through Extended
Producers’ Responsibility (EPR) initiatives across India for multilayer and plastic
packaging waste collection and energy recovery in association with PRO’s. Your
Company scaled up the EPR to ~5500 tonnes of plastics during the year and a plan is in
place to be plastic neutral by March 2022.
g. Environment, Social and Corporate Governance Reporting
Your Company is committed to creating a positive impact for the environment, the
communities and its stakeholders. Our sustainability vision of being a responsible Total
Global Foods Company is rooted in this commitment. While sustainability considerations
have influenced our processes and products for several years, your Company for
malizedasustain ability strategy in financial year 2020 -21. The strategy rests on 4 key
pillars of Growth (Economic), Governance, Resources (Environment) and People (Social).
Your Company has assigned annual targets for implementation and formulated key performance
indicators (KPIs) with detailed action plans for ESG. A governance structure for oversight
and implementation of the strategy has also been established. Your Company has released
its first ever Sustainability Report including strategy and implementation milestones.
h. Brands
2020-21 was an unprecedented year with Covid-19 causing economic slowdown in the
country. It also led to uncertain consumer behaviour throughout the year due to
restrictions around mobility, safety concerns and lower disposable incomes. However, your
Company’s focus on ensuring product availability despite supply chain disruptions,
consistent brand building, delivering superior products with consumers’ need at heart
and creating impactful communication ensured growth and market leadership even in a
turbulent year. Our strong brand equity made certain that we remained consumers’
preferred choice in times that called for discerned decisions. This was made possible by a
host of marketing strategies and interventions:
Spreading goodness in tough times
Your Company’s health brand NutriChoice has always stood for good choices,
and with this thought, it came up with a new thematic campaign in January 2021 to remind
consumers that in spite of the binge eating that has become commonplace in our lives due
to staying at home for more than a year,
making a healthier choice is still in our hands.
Our leading biscuit brand, Good Day put forth multiple digital communications
celebrating Covid warriors as well as nudging consumers to smile more during the gloomy
times of lockdown restrictions. Also, realising the increasing importance of virtual
schooling due to pandemic induced restrictions, the brand launched a mega consumer offer "Learn
From Home" in January 2021. This campaign helped consumers in bringing home the
joy of schooling through an opportunity to win a laptop every hour during the campaign
duration. Britannia Milk Bikis launched a special film "The
Unstoppables" on Teacher’s Day as an ode to teachers all across India whose
unwavering spirit ensured that despite not being technologically adept, they did not let
that impact education of their students.
Fortifying core brands with advertising campaigns
Good Day strengthened its presence in the market with a new campaign "Har
Khushi ko Banaye Khaas" for the Cashew / Cashew Almond variant in November 2020
which talked about how it makes moments of happiness even more special.
Britannia Marie Gold with its purpose of empowering homemakers, providing
strength to their resolve and giving them confidence to achieve their dreams; launched a
thematic campaign "Geetaji Ka Sapna" in August 2020. This was in
continuation to the 2nd season of ‘Britannia Marie Gold My
Startup’ initiative which concluded in June 2020. In this initiative, your
Company provided financial assistance to homemakers with entrepreneurial ideas by
partnering with National Skill Development Corporation (NSDC) to launch India’s
first-ever skill development program customized for women with entrepreneurial
aspirations.
Britannia Milk Bikis celebrated 40 years of its unique and everlasting
bond with Tamil Nadu (TN) consumers with a communication centred on celebrating childhood
friendships, much like TN consumers’ friendship with Milk Bikis, which has been one
of the first friends to over 3 generations of consumers.
Britannia Cheese launched an exciting activation "Star Chef" with
Saif Ali Khan & Chef Shipra Khanna that allowed consumers to be the star of their
kitchen by cooking with the best.
Britannia Treat Jim Jam launched anewcommunication "Anything for Jim
Jam" where popular Bollywood celebrities Kunaal Roy Kapur & Varun Sharma
played the role of iconic characters Jimmy & Jammy and went to extreme lengths to grab
a pack of Jim Jam.
Britannia 50-50 in line with its brand belief of being unpredictable and quirky,
launched an exciting new campaign around "Thoda 50-50 Ban, Life Tan Tana Tan
Tan".
Britannia Toastea roped in Trisha Krishnan & Neena Gupta to showcase the
quintessential saas-bahu of many Indian homes who happily multi-task their way as Home
Managers, albeit after a "Karaari Shuruaat" with a bite of Toastea.
Tiger Krunch partnered up with popular celebrity Sonu Sood in the grand digital
& PR activation "Krunch Khao, Punch Dikhao" to train kids on self-defence
techniques from across the globe.
Britannia Cakes also delighted consumers with its fun campaigns on Layerz &
Gobbles brands in October & December 2020.
Market leadership through multiple innovations
Keeping in mind consumers’ need for exciting new product innovations, Britannia
brought to market several new innovations such as Pure Magic Chocolush Hazelnut, Layer
Cake Rs.5, Winkin Cow Lassi (in Classic & Mango flavours) and Diced
Cheese.
Invigorating intrigue in digital consumers through disruptive digital content
This year, Little Hearts continued its trend of launching differentiated
campaigns for Valentine’s Day with a first-of-a-kind customised personal ad.
"The Gift" film showed how just like Little Hearts, there’s always
something sweet in every little heartbreak.
Britannia Bourbon tied up with top digital influencers across India in March
2021 to launch a fun digital activation "Bourbon Blabber Mates Challenge"
which helped best friends test the extent of their friendships. There were several other
digital activations and campaigns such as Britannia Cakes‘ "Mishti
Moments" and Pure Magic’s "Deuce Some Magic" to ensure that
the brands were always on top-of-mind for their consumers.
Embracing E-Commerce as a primary business channel
Changes in consumer shopping behaviour due to the pandemic ensured that 2020 became a
watershed year for the e-grocery industry. Your Company, being the market leader in most
of the categories it is present in, ensured that it kept up with the times, by focusing on
visibility and availability on e-grocery platforms and marketplaces.
This thought leadership was exemplified by integration with Grofers for the
launch of Treat Wafers Rs. 10 campaign as well as by the launch of an
innovative Britannia Gifting website that allowed consumers to select a Britannia Shubh
Kamnayein Diwali hamper, personalize it with a message & a photograph and have it
seamlessly delivered to their loved ones.
i. Conservation of Energy, Research and Development, Technology Absorption, Foreign
Exchange Earnings and Outgo Details of energy conservation, technology absorption,
foreign exchange earnings and outgo in accordance with the provisions of Section 134 (3)
(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014
are given as Annexure ‘A’ to this Report.
III. DIRECTORS
a. Appointment/Re-Appointment
During the year under review, Mr. Anil Kumar Hirjee, Non-Executive Director passed away
on 27 September 2020. The Board, while condoling the sad demise of Mr. Hirjee, placed on
record its sincere appreciation for the stellar contributions made by him as a Member of
the Board.
Mr. Jehangir N Wadia, Non-Executive Director, who retires by rotation at the ensuing
AGM in terms of Section 152 of the Companies Act, 2013, has not offered himself for
re-appointment. The Board of Directors at their Meeting held on 30 July, 2021 resolved not
to fill the resulting vacancy and the same is placed before the Members at the ensuing AGM
for their approval. Dr. Urjit Patel (DIN: 00175210) was appointed as an Additional and
Independent Director by the Board of Directors at their meeting held on 31 March 2021. Dr.
Patel holds office upto the date of the ensuing AGM of the Company. The Company has
received notice in writing under Section 160 of the Companies Act, 2013 from a member
proposing Dr. Urjit Patel’s candidature for the office of Director. Accordingly, Dr.
Urjit Patel is proposed to be appointed as a Non-Executive Independent Director for a
period of 5 consecutive years with effect from 31 March 2021 upto 30 March 2026.
Dr. Y.S.P Thorat and Dr. Ajay Shah, Independent Directors of the Company will be
completing their first term as Independent Directors on 12 February 2022. Pursuant to the
provisions of Companies Act, 2013, Articles of Association of the Company, performance
evaluation and based on the recommendation of the Nomination and Remuneration Committee,
the Board of Directors at their Meeting held on 27 April 2021, approved the
re-appointment of Dr. Y.S.P Thorat and Dr. Ajay Shah as Independent Directors for another
term of 5 consecutive years effective from 13 February 2022 upto 12 February 2027,
subject to the approval of the members of the Company by special resolution.
Further, pursuant to the provisions of the Regulation 17(1A) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as
‘SEBI Listing Regulations, 2015’), the listed Company shall not appoint or
continue the directorship of a person who has attained the age of 75 years unless special
resolution is passed to that effect.
In this regard, the Board of Directors at their Meeting held on 27 April 2021
recommended the continuation of Directorship of Dr. Y.S.P Thorat, Independent Director who
would attain age of 75 years in November 2022 for approval of the Members of the Company
by special resolution.
Mr. N. Venkataraman (DIN: 05220857), Chief Financial Officer of the Company was
appointed as an Additional Director and Whole-Time Director designated as Executive
Director and Chief Financial Officer by the Board of Directors at their meeting held on 30
July, 2021.
Mr. N. Venkataraman holds office as an Additional Director upto the date of the ensuing
AGM of the Company. The Company has received a notice in writing from a Member of the
Company proposing his candidature for the office of a Director. The Board is of the
opinion that Dr. Urjit Patel, Dr. Ajay Shah, Dr. Y.S.P Thorat and Mr. N.
Venkataraman possess the requisite knowledge, skills, expertise and experience to
contribute to the growth of the Company. Profile and other information of the above
Directors as required under Regulation 36 of SEBI Listing Regulations, 2015 and
Secretarial Standard - 2 are given in the Notice of the 102nd AGM of the
Company.
The above proposals for appointment and re-appointment forms part of the Notice of the
102nd AGM and the relevant Resolutions are recommended for approval of the
Members of the Company.
b. Directors’ Responsibility
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, confirm that:
(i) In the preparation of the annual accounts, the applicable accounting standards have
been followed;
(ii) They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as on 31 March 2021 and of the profit of the
Company for the year;
(iii) They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(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 and
that such internal financial controls are adequate and are operating effectively;
(vi) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and these systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultant(s) and the reviews made by the Management and
the relevant Board Committees including the Audit Committee, the Board is of the opinion
that the Company’s internal financial controls were adequate and operationally
effective during financial year 2020-21.
IV. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company as part of
its 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 this Report.
V. EMPLOYEES
a. Particulars of Remuneration of Directors, KMPs and Employees
A statement containing the details of the Remuneration of Directors, KMPs and Employees
as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure
‘C’ to this Report.
However, as per the provisions of Section 136 of the Companies Act, 2013, the report
and financial statements are being sent to the Members and others entitled thereto after
excluding the disclosure on particulars of employees. The disclosure is available for
inspection by the Members at the Registered Office of your Company during business hours
on all working days of the Company up to the date of the ensuing AGM. Any Member
interested in obtaining a copy thereof, may write an email to investorrelations@
britindia.com.
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 Act,
2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is
given as Annexure ‘D’ to this Report.
c. Britannia Industries Limited Phantom Option Scheme 2021
The Board of Directors at their meeting held on 30 July, 2021 approved termination of
Britannia
Industries Limited Employee Stock Option Scheme (‘ESOS Scheme’) and replacing
with Britannia
Industries Limited Phantom Option Scheme 2021 (‘BIL POS 2021’) subject to
approval of shareholders.
Consequently, the stock options granted under ESOS Scheme which are Vested but not
exercised or Unvested as on date will be replaced with the phantom options under BIL POS
2021 once approved.
The above proposal forms part of the Notice of the 102nd AGM and the Board
recommends the same for approval of the Members of the Company.
d. Disclosure on Sexual Harassment of Women at Workplace
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (‘POSH Act’) and Rules made thereunder,
your Company has constituted Internal Complaints Committee for providing a redressal
mechanism pertaining to sexual harassment of women employees at workplace.
During the year, 2 complaints were received by the Company under Anti-sexual harassment
Policy and the same has been resolved.
VI. GOVERNANCE/SECRETARIAL
a. Corporate Governance
A Report on Corporate Governance for the financial year ended 31 March 2021 along with
the Statutory Auditor’s Certificate on compliance with the provisions of corporate
governance under SEBI Listing Regulations, 2015 is forming part of the Annual Report.
b. Business Responsibility Report
Pursuant to Regulation 34(2)(f) of SEBI Listing Regulations, 2015 read with SEBI
Circular No. CIR/ CFD/CMD/10/2015 dated 4 November 2015, the ‘Business Responsibility
Report’ (BRR) of the Company for financial year 2020-21 is forming part of the Annual
Report.
c. Annual Return
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013 read with
the rules made thereunder, the Annual Return of the Company has been disclosed on the
website of the Company and Web Link thereto is: http://britannia.co.in/investors/
annual-report.
d. Whistle Blower Policy
The details of Whistle Blower Policy are given in Clause No. 8 (c) of the Corporate
Governance Report.
e. Board Evaluation
The details of evaluation of Directors, Committees and Board as a whole are given in
Clause 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 Corporate
Governance Report.
The Company’s Remuneration Policy for Directors, Key Managerial Personnel and
other Employees is disclosed on the website of the Company and the weblink thereto is
http://britannia.co.in/pdfs/Code_of_conduct/policies/
Remuneration-Policy-for-Directors-KMPs.pdf
g. Risk Management
Your Company has a well-defined risk management framework in place and a robust
organizational structure for managing and reporting risks.
Your Company has constituted a Committee of the Board to monitor and review risk
management plan. Risk management process has been established across your Company and is
designed to identify, assess and frame a response to threats that affect the achievement
of its objectives.
The details of the Risk Management Committee are given in Clause No. 3(g) of the
Corporate Governance Report.
h. Independent Directors
Your Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under the Companies Act, 2013
and SEBI Listing Regulations, 2015.
i. Board and Committees
The details of Board and its Committees, including number of Meetings are given in
Clause No. 2 and 3 of the Corporate 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 financial year, your Company did not enter into any contract / arrangement /
transactions referred in Section 188(1) of the Companies Act, 2013 read with the rules
made thereunder and all the transactions with related parties were in the ordinary course
of business and on an arm’s length basis; and there were no material contracts or
arrangements or transactions at arm’s length basis or otherwise. Therefore,
disclosure in Form AOC-2 is not applicable to the Company. In accordance with Ind AS-24,
the Related Party Transactions are disclosed under Note No. 45 of the Standalone Financial
Statements.
k. Public Deposits
During the year, your Company has neither accepted nor renewed any deposits from public
within the meaning of Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014.
l. Particulars of Investments, Loans and Guarantees
The particulars of Investments, Loans and Guarantees covered under the provisions of
Section 186 of the Companies Act, 2013 read with the rules made thereunder are provided in
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 or
Tribunals during the year impacting the going concern status and the operations of the
Company in future.
n. Compliance with Secretarial Standards
During the year under review, the Company has complied with all the applicable
Secretarial Standards.
VII. AUDITORS
a. Statutory Auditors
The Members of the Company at the 101st AGM held on 7 July 2020, appointed
M/s. Walker Chandiok & Co, LLP, Chartered Accountants (Firm Registration No.
001076N/N500013) as Statutory Auditors of the Company for a period of 5 years to hold
office from the conclusion of 101st AGM till the conclusion of the 106th
AGM of the Company.
The Statutory Auditors have confirmed that they are not disqualified from continuing as
Auditors of the Company.
The Statutory Auditors Report does not contain any qualifications, reservations or
adverse remarks on the financial statements of the Company for financial year 2020-21.
b. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company
appointed M/s. Parikh & Associates, a firm of Company Secretaries in Practice
to undertake the Secretarial Audit of the Company for the Financial Year 2020-21. The
Secretarial Audit Report for the financial year 2020-21 does not contain any
adverse remark, qualification or reservation. The Secretarial Audit
Reportforfinancialyear2020-21isgivenasAnnexure‘E’ to this Report.
c. Reporting of Frauds by Auditors
During the year under review, the Auditors have not reported any instances of frauds
committed in the Company by its Officers or Employees to the Audit Committee under Section
143(12) of the Companies Act, 2013.
VIII. INTERNAL FINANCIAL CONTROLS
The details of adequacy of Internal Financial Controls are given in Clause (I) of the
Management Discussion and Analysis Report.
IX. ACKNOWLEDGEMENTS
Your Directors would like to thank all stakeholders viz. customers, shareholders,
dealers, suppliers, business partners, bankers, employees and all other business
associates for the continuous support given by them to the Company and its Management.
|
On behalf of the Board |
|
Nusli N Wadia |
| Place : Bengaluru |
Chairman |
| Date : 30 July 2021 |
(DIN: 00015731) |
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