Britannia Industries Ltd
Directors Reports
Your Directors are pleased to present their Report and the Audited Financial Statements
for the year ended 31 March 2022.
I. FINANCIAL PERFORMANCE a. Standalone Financial Results
| Particulars |
Year ended 31 March 2022 |
Year ended 31 March 2021 |
| Revenue from Operations |
13,371.62 |
12,378.83 |
| Profit Before Tax |
2,145.12 |
2,379.44 |
| Profit After Tax |
1,603.19 |
1,760.03 |
| Interim Dividend |
- |
3,491.41 |
| Bonus Debentures (including cash component) |
999.60 |
- |
| Proposed Dividend |
1,360.91 |
- |
b. Consolidated Financial Results
| Particulars |
Year ended 31 March 2022 |
Year ended 31 March 2021 |
% Growth |
| Revenue from |
14,136.26 |
13,136.14 |
7.61% |
| Operations |
|
|
|
| Profit After Tax |
1,524.82 |
1,863.90 |
(18.19%) |
| (owner’s share) |
|
|
|
Standalone and 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.
c. Overview of Company Performance
The year began with the second wave of the Covid-19 pandemic which affected economic
activities. Supply side imbalances, especially in crude and edible oils, resulted in
unprecedented inflation. This had the effect of increasing input and transportation costs
and lowering consumer demand.
Economic recovery was further impacted by the third wave of the Covid-19 pandemic and
the Russian Invasion of Ukraine in the latter half of the year. Geopolitical turbulence
arising from the war in Ukraine and restraints on trade have resulted in economic
volatility. This has rendered companies and economies more vulnerable to commodity price
disruptions.
The inflationary pressures resulted in reduced consumer demand, especially in rural
markets, as well as an increased preference for products at lower price points. Your
Company is weathering these unprecedented challenges by focusing on the strategic pillars
of cost efficiency programs, innovation, brand building and distribution in order to
sustain growth and profitability. Judicious price increases were also actioned to mitigate
the effects of rising commodity prices.
d. IT Revolution
The transformational digital projects viz., S4 HANA, Arteria and Ariba were fully
stabilized during the year to support the entire business. This has helped your Company to
achieve efficiencies across the supply chain system, thereby enabling growth.
e. Subsidiaries and Associates
A report on the financial performance of each of the Subsidiaries and Associates
included in the Consolidated Financial Statements is provided in Form AOC-1 and forms part
of the Annual Report. The financial statements of the subsidiaries which are audited are
available on the website of the Company www.britannia.co.in.
f. Dividend
Pursuant to the Dividend Distribution Policy of the Company, your Directors are pleased
to recommend final dividend of 5650% i.e. Rs. 56.50 per equity share of face value of Rs.
1 each for financial year 2021-22 for consideration and approval of the Members at the
ensuing Annual General Meeting of the Company. The total dividend payout amounts to Rs.
1,360.91 Crores.
g. Reserves
Your Company does not propose to transfer any amount to the reserves for financial year
2021-22.
h. Share Capital
During the year under review, there is no change in the paid-up share capital of the
Company.
i. 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 ‘Exciting Goodness’
Your Company’s commitment to deliver ‘Exciting and Responsible Goodness’
led to a reimagining of the Britannia Promise with Sustainability at its core. Our goal is
to maximize growth which is healthy, holisticandsustainablefortheCompany,itsconsumers,
communities and the environment. Consumers can be assured of excitement in each Britannia
Product and experience the delight of contributing towards the betterment of the planet.
b. Supply Chain Operations
Your Company ensured uninterrupted supply of food products to consumers throughout the
year, inspite of multiple waves of the Covid-19 pandemic. Your Company’s business
continuity plan and robust supply chain management processes enabled continuous
availability of material, manpower and manufacturing capacity to supply products from all
the factories. This was done without compromising on quality of products and safety of
employees across the value chain.
Your Company was awarded the Covid-19 – Hero of the Year – Logistics in FMCG
by Alden Global Value Advisors Pvt. Ltd, for exemplary performance during Covid times.
Your Company was chosen from a list of 450 companies by a jury including Council of Supply
Chain Professionals, USA and Singapore Institute of Materials & Management.
During the year under review, your Company successfully commissioned 2 Wafer lines at
its Perundurai Factory.
c. Environment, Health and Safety
With an objective to achieve "Zero Accident Goal", your Company continues to
implement various safety initiatives and programs across its units. Your Company has
achieved the target of 10% reduction in Total Recordable Accident Frequency Rate (TRAFR)
over the previous year in the manufacturing units through site-based initiatives such as
critical behaviours awareness program, self-assessments and upkeep of machines and
infrastructure.
Your Company manages Occupational Health and Safety by systematically assessing the
hazards and mitigating risks through various engineering controls, safety programs and
training for employees. All sites have been certified with ISO: 45001 Occupational Health
and Safety Management Systems.
Some of the units have won prestigious awards in the Environment Health and Safety
domain. While Bidadi unit won ‘Golden Peacock Occupational Health and Safety
Award’, JB Mangharam unit won ‘FICCI award for Health & Safety’ and
Perundurai, Sunrise Biscuit Company Private Limited and International Bakery Products
Limited-2 units won ‘CII EHS Excellence’ award.
Your Company continues to enhance its safety policies 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. Water stewardship is emphasized strongly at
your Company and various programs have been implemented at multiple locations to reduce
water consumption, reuse/recycle water and recharge ground water in order to achieve water
neutrality. As a result of these programs, your Company has achieved the specific water
consumption of 0.82 litres/kg of product which is 16% lower than previous year and an
overall of 35% reduction from baseline target of 2019.
d. Quality Programs
Your Company has been relentlessly focusing on product quality and safety for more than
100 years to deliver best-in-class products to its consumers. Your Company has a
well-defined system to ensure compliance with regulatory requirements and ensures a clear
assessment of quality and safety aspects at each stage of the product life cycle.
Your Company participates in several industry led thought leadership programs and
represents on various regulatory forums to promote consumer’s health and safety.
Value Chain Partners: Your Company’s value chain partners are mandated to
undertake certifications related to product quality compliance, ingredient safety as well
as responsible and ethical sourcing. Ingredients are procured only from those partners who
have successfully completed the mandatory certifications and screening metrics.
Raw Materials: Your Company has a robust quality inspection system in place to
ensure that best quality raw materials and packaging essentials are procured at its
factories.
Suppliers: Your Company performs exhaustive suppliers’ quality audits and
maintains strict control to ensure reliability and traceability. 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. Manufacturing:
All existing manufacturing units of your Company are ISO -22000, ‘Hazard Analysis
Critical Control Points’ (HACCP) certified and operate in compliance with stringent
food safety and quality standards.
Your Company resumed the audits conducted by American Institute of Baking (AIB) in
January 2022 and received certification for 14 of its manufacturing units for compliance
to Global Food Safety Standards.
Consumer Care Management: Your Company’s "Consumer Care Cell"
continues to be compliant to the ‘Global Standards on Quality Management for
complaints handling in organizations’.
e. Research and Development (R&D)
Your Company has a state-of-the-art R&D centre and expertise which enables the
development of innovative, high quality and consumer centric products. Your Company
launched Potazos and Golmaal under ‘50-50’ brand, Britannia Biscafe, Marble
Cake, Good Day Harmony, Milk Bikis Atta, Milk Bikis Classic, Jeera Marie Gold (Amma’s
Kitchen), Wafer Rolls Stix, Coconut Wafer and mixed fruit Croissant under
‘Treat’ brand and Flavored Milk with 2 variants – ‘Kesar’ and
‘Badam’ under the ‘Winkin Cow’ brand.
Your Company’s R&D team is consistently working to enhance positives and
reduce negatives in its products. Your Company has successfully developed ‘Milk Bikis
Atta’ with 100% Atta and 13% reduced sugar and also removed 5% sugar content in Good
Day Cashew Almond for making portfolio healthier without affecting consumers’
experience.
In addition, you will be delighted to learn that R&D has successfully built
capabilities to use nutraceuticals for developing functional food products for preventive
healthcare category. R&D has further strengthened its capabilities in inclusion of
alternate cereals, whole grains and millets in the product portfolio, while continuing to
deliver on taste and excitement. Your Company continued its efforts to ‘Make a
Difference’ to the community, by investing significantly in R&D to address key
nutritional deficiencies. 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% Recommended Dietary Allowance (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, Narayana
Health Charitable Trust and National Health Mission 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. Building on the success of the
‘Suphoshan’ program, your Company has replicated the nutrition intervention
programs in manufacturing locations at Assam, Karnataka, Madhya Pradesh, Gujarat,
Maharashtra, Uttarakhand and Tamil Nadu and the participation is encouraging. These
community nutrition programs have successfully improved the overall quality of life of
women in and around the manufacturing locations. Your Company is continuously working on
its goal to use 100% recyclable 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 and currently 60% of the laminate consumed is
recyclable. The new laminate composition is certified by premier polymer research
institute as 100% recyclable. In addition, your Company is also working towards making
bread packaging materials 100% biodegradable by 2024. Your Company has developed options
to use special enhancers, fillers and recycled polymer, thereby reducing usage of virgin
plastic by around 35% in secondary packaging bags. Research and Development efforts have
helped your Company to reduce 17.5% of plastic tray usage during the year.
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 has committed to retrieve plastics through Extended Producers’
Responsibility (EPR) initiatives across India for multilayer and plastic packaging waste
collection and energy recovery in association with Producers Responsibility Organisations
(PROs). Your Company has achieved plastic neutral status as on March 2022.
Your Company has been awarded by World Sustainability Congress with Global
Sustainability Leadership Awards 2021 for sustainable packaging design.
f. Environment, Social and Corporate Governance Reporting
Your Company’s vision of sustainable growth is inspired by the trust of its loyal
consumers and a desire to contribute positively to society and environment.
The inaugural Sustainability Report published last year outlined your Company’s
Sustainability Strategy of Responsible Goodness based on 4 key pillars of economic growth,
resources (environment), people (social) and governance. Your Company has made good
progress on its agenda of sustainable development across the defined program areas.
Resources
Your Company aims to positively address climate change by minimizing its environmental
footprint. Consistent with the goal of reducing the share of fossil fuel-based energy, in
F.Y. 2021-22, your Company’s use of renewable energy from wind and solar power has
increased by more than 10% over the previous year. This augers well for the attainment of
your Company’s target of sourcing 60% of its energy needs from renewable sources by
2024.
Last year, your Company took on an ambitious target of reducing water consumption by
30% by 2023-24 from the levels consumed in 2019-20. You would be delighted to note that
with regular monitoring, arresting of leakages and an increased focus on reusing and
recycling of water, your Company has managed to achieve reduction in water consumption of
over 27% and is poised to achieve the targeted levels ahead of time.
Continuing with the focus on sustainable packaging which started in F.Y. 2013-14, your
Company has reduced consumption of laminates by 8.3%/kg this year and has become plastic
neutral. Your Company has also been successful in reducing consumption of ~7,50,000 kgs of
virgin plastic in secondary packaging during the year which is more than twice the
3,50,000 kgs target set for the year.
Your Company extended its Sustainability Commitments to the Supply Chain by sourcing
73% of palm oil, 79% of olein and 100% of fats from members of the Roundtable of
Sustainable Palm Oil (RSPO) and ensured support for local manufacturers by procuring 99%
of raw materials other than palm oil from local sources.
People
Access to nutrition for all has been central to your Company’s legacy of community
focused initiatives. Towards this end, the Malnutrition Reduction Program run by the
Britannia Nutrition Foundation aims to improve the nutritional status and address
malnutrition among children, adolescents and women. This program has touched the lives of
more than 1,15,000 beneficiaries, resulting in the improvement of 47% of the
children’s nutritional status from severe & moderate acute malnutrition to normal
and a corresponding 38% improvement in adolescents’ nutritional status from
underweight to normal. Further, your Company’s Dairy Farmer Connect Program continued
to improve the socio economic condition of farmers with the number of beneficiaries
increasing from 1,250 in March 2021 to 2,450 during this financial year. Your Company also
provided dairy farmers with 429 loose housings for cows over this period.
The efforts at advancing Occupational Health and Safety of employees through
well-established hazard identification and assessments as well as stringent audits and
management of risks have resulted in a reduction in Lost Time Injuries (LTIs) and Medical
Treatment Care (MTCs) from 15 and 24 in the financial year 2020-21 to 14 and 22
respectively in the financial year 2021-22.
Your Company is also well placed to achieve the target of 50% gender diversity in
manufacturing facilities by March 2024.
Growth
Improvements continued to be made in the Healthy Product Portfolio comprising of
products with enhanced whole grains and dietary fibres, and reduced sugar and fat, to
address increasing customer expectations of healthy eating choices.
Governance
Your Company’s established governance mechanisms and strong leadership continue to
facilitate and guide the initiatives towards developing a responsible and sustainable
business culture. You would be delighted to learn that rating of your Company’s ESG
performance by internationally recognized rating agencies viz. the Dow Jones
Sustainability Index (DJSI) and Carbon Disclosure Project (CDP) is also being carried out
from the F.Y. 2021-22 to facilitate objective assessment of the progress towards
attainment of sustainability goals.
g. Brands
The financial year 2021-22 was the second year since the Covid-19 pandemic hit the
world and your Company witnessed another year of change, in both environment as well as
consumer behaviour. Added to this uncertainty, the category also came under huge
inflationary pressure during the year, forcing your Company to take price increases across
many of its large SKUs and brands. But the power of our brands and a host of marketing
strategies and interventions helped us tide over turbulent times and ensured continued
market leadership.
Leveraging and riding the health wave amid growing consumer consciousness
The pandemic and its impact have forced consumers to put health first in their daily
lives. Riding on this growing consumer consciousness in the second year of the pandemic,
your Company’s flagship health brand Britannia NutriChoice carried out several
campaigns during the year.
Another big change in consumer behavior during the pandemic has been the shift of
consumers towards digital platforms for everyday content. With this context, NutriChoice
Digestive did a digital campaign based on a social experiment which corroborated the brand
insight that people unknowingly tend to reach out for unhealthy snacking options, and it
emphasized how making healthier choices, is in our hands.
NutriChoice Sugar Free Cracker also capitalized on the pandemic-led trend of in-home
snacking and explosion of DIY (Do-It-Yourself) recipes using ingredients available in
kitchens. This was done by launching an activation called ‘Snacker Cracker’
aimed at expanding Cracker consumption occasions beyond tea time. Through this campaign,
the brand urged consumers to discover new ways of whipping up quick and easy snacks
throughout the day using the Cracker and other easily available ingredients.
The new campaign on Britannia NutriChoice Oats was based on the insight that despite
the benefits of oats being known to all, many people feel disenchanted with the existing
options available to them. The brand highlighted the various choices that it provides with
3 different flavors, offering consumers a delicious way to have oats.
Fortifying core brands with advertising campaigns
Our largest biscuit brand Britannia Good Day launched a new campaign along with the
renovated product design which now carries multiple smiles on the cookies within every
single pack. This category first innovation was launched with an ad which communicated
"When we all have such different smiles, then why should Good Day have only
one?". This was amplified with an augmented reality print innovation where consumers
could scan the newspaper ad to see how they have personally inspired the many new smiles
of Britannia Good Day.
Britannia Bourbon brought in a cool, new gang of friends - Indian cricketers Hardik
Pandya, Shreyas Iyer and Deepak Chahar – in its latest communication. In this
campaign, Hardik is seen pulling a heist on his friends for the last piece of their
favourite Britannia Bourbon.
Britannia Milk Bikis strengthened its relationship with multiple generations of Tamil
Nadu consumers who have grown up eating their favourite Milk Bikis. This was done by way
of launching Milk Bikis Classic with an ad that triggered nostalgia and gave the consumers
another reason to consume their favourite Milk Bikis again, with an interesting story of
one-upmanship between a father and a son.
The brand also spoke to a different set of consumers in the Hindi speaking belt of
India which largely consumes Glucose biscuits. Using the popularity and wit of the new
brand ambassador Pankaj Tripathi, the ad asked moms to upgrade their kids’ biscuit
from a "Sadharan" one to Britannia Milk Bikis Atta which provides "Doodh
Roti Ki Shakti".
The new Britannia Pure Magic Chocolush ad showed a young couple having a sweet moment
together, sharing the Chocolush biscuit and its tasty choco filling. The music of the ad
gave it a feel that was… ‘Pure Magic’.
Market leadership through multiple innovations
Keeping in mind consumer’s need for exciting new products, Britannia brought to
market several new innovations such as Good Day Harmony, 50-50 Potazos, NutriChoice Seeds,
NutriChoice Herbs, Marie Gold Jeera, Britannia Biscafe and 50-50 Golmaal.
h. 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/Cessation
During the year under review, Dr. Urjit Patel, Non-Executive and Independent Director
of the Company resigned w.e.f. 31 January 2022. He resigned due to his new full time work
assignment and confirmed that there is no other material reason for his resignation. The
Board of Directors placed on record their sincere appreciation for valuable contribution
made by Dr. Urjit Patel during his tenure on the Board. Mr. N Venkataraman, was appointed
as a Whole-time Director designated as Executive Director and Chief Financial Officer of
the Company for period of five (5) years w.e.f. 30 July 2021 upto 29 July 2026. In
accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles
of Association of the Company, Mr. Ness N Wadia (DIN:00036049), Non-Executive Director
liable to retire by rotation at the ensuing Annual General Meeting (AGM), and being
eligible, offers himself for re-appointment. The Board of Directors at their Meeting held
on 2 May 2022 based on the recommendation of Nomination and Remuneration Committee, has
proposed the re-appointment of Mr. Ness N Wadia for approval of the shareholders at the
ensuing AGM of the Company.
Mr. Keki Elavia (DIN: 00003940) was appointed as an Independent Director by the
shareholders at the 99th Annual General Meeting held on 6 August 2018 for a
period of five (5) consecutive years w.e.f.
7 August 2017 upto 6 August 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 2 May 2022 approved the re-appointment of Mr. Keki Elavia as an
Independent Director for second term of two (2) years w.e.f.
7 August 2022 upto 6 August 2024 or the date of 105th Annual General
Meeting, whichever is later, subject to the approval of the Members of the Company by
special resolution.
The Board is of the opinion that Mr. Ness Wadia and Mr. Keki Elavia possess the
requisite knowledge, skills, expertise and experience to contribute to the growth of the
Company.
Profile and other information of Mr. Ness Wadia and Mr. Keki Elavia as required under
Regulation 36 of SEBI Listing Regulations, 2015 and Secretarial Standard - 2 are given in
the Notice of the 103rd AGM of the Company. The above proposals for
re-appointment form part of the Notice of the 103rd 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 2022 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 the Companies Act, 2013 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 the financial year 2021-22.
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 has
undertaken projects/programs in accordance with the CSR Policy. The details of the CSR
projects are given as Annexure ‘B’ to 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 as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The disclosure is available for
inspection by the Members at the Registered Office of your Company during business hours
(9:30 A.M. to 5:30 P.M.) 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. 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 (‘Britannia ESOS
Scheme’) and replacement with Britannia Industries Limited Phantom Option Scheme 2021
(‘BIL POS 2021’) and the shareholders approved the same at their 102nd
Annual General Meeting held on 6 September 2021.
c. Employee Stock Option Scheme (ESOS)
Disclosure under 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 not applicable as the Britannia
Industries Limited Employee Stock Option Scheme was terminated and replaced by Britannia
Industries Limited Phantom Option Scheme 2021 with the approval of the shareholders.
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 have constituted Internal Complaints Committee for providing a redressal
mechanism pertaining to sexual harassment of women employees at workplace.
During the year under review, 3 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 2022 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 the financial year 2021-22 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 Company’s Remuneration Policy for Directors, Key Managerial
Personnel and other employees are given in Clause No. 3(b) of the Corporate Governance
Report. The Policy is disclosed on the website of the Company - 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 and policy 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 year under review, your Company did not enter into any contracts /
arrangements / transactions with related parties referred in Section 188(1) of the
Companies Act, 2013 read with the rules made thereunder. All the related party
transactions were in the ordinary course of business and on an arm’s length basis and
there were no material related party 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. 43 of the Standalone Financial Statements.
k. Public Deposits
During the year under review, 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 Section 186 of the
Companies Act, 2013 read with the rules made thereunder are provided in Note No. 37, 38
and 39 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 under review 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 the financial year
2021-22.
b. Internal Auditors
M/s. Ernst and Young, LLP have carried out Internal Audit of the Company for the
financial year 2021-22. The Board of Directors at their Meeting held on
2 May 2022 appointed M/s. BDO India LLP, as
Internal Auditors of the Company for the financial year 2022-23.
c. 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
conduct Secretarial Audit of the Company for the financial year 2021-22.
The Secretarial Audit Report for the financial year 2021-22 does not contain any
adverse remark, qualification or reservation. The Secretarial Audit Report for the
financial year 2021-22 is given as Annexure ‘D‘ to this Report.
d. 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 the stakeholders viz. consumers, 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: 2 May 2022 |
(DIN: 00015731) |