Britannia Industries Ltd
Directors Reports
BOARD?S REPORT
Your Board of Directors are pleased to present their Report on the
Company?s business operations along with the Audited Financial Statements for the
year ended 31 March 2023.
I. FINANCIAL PERFORMANCE
a. Standalone Financial Results
(Rs in Crores)
| Particulars |
Year ended 31 March 2023 |
Year ended 31 March 2022 |
% Growth |
| Revenue from |
15,618.42 |
13,371.62 |
16.8 |
| Operations |
|
|
|
| Profit After Tax |
2,139.30 |
1,603.19 |
33.4 |
| Dividend |
1,734.25 |
1,360.91* |
27.4 |
*excluding special payout of? 999.60 Crores,
b. Consolidated Financial Results
(Rs in Crores)
| Particulars |
Year ended 31 March 2023 |
Year ended 31 March 2022 |
% Growth |
| Revenue from |
16,300.55 |
14,136.26 |
15.3 |
| Operations |
|
|
|
| Profit After Tax |
2,321.77 |
1,524.82 |
52.3 |
| (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 the
Indian Accounting Standards (Ind AS) along with the Auditor?s Report, forms part of
the Annual Report.
c. Overview of Company Performance
Your Company achieved consolidated revenue growth of 15.3% and profit
growth of 52.3% for the financial year 2022-23. This was made possible by robust cost
efficiency programs, brand promotions, distribution and manufacturing efficiencies and
prudent price increases. During the year, your Company also made considerable progress
towards its goal of becoming a ‘Global Total Foods Company? and:
• Entered into a Joint Venture with Bel SA, renowned French cheese
maker, to offer world- class cheese products and to develop the Cheese business, one of
the fastest growing categories in India.
• Commissioned Dairy Plant at Ranjangaon Food Park, Maharashtra.
• Commissioned two large greenfield factories in Tirunelveli,
Tamil Nadu and Barabanki, Uttar Pradesh.
• Expanded its in-house manufacturing capabilities with addition
of Biscuit and Rusk lines in Khurda and Ranjangaon Factories.
• Increased its global presence through local manufacturing
operations in Kenya.
• Launched new-to-market innovations.
• Strengthened its presence in dairy and adjacent categories with
new products and formats.
d. Subsidiaries, Associates and Joint Ventures
Joint Venture: Your Company entered into a Joint Venture Agreement
(JVA) with Bel SA, France (‘Bel?) and Britannia Dairy Private Limited
(‘BDPL) on 29 November 2022 to undertake the development, manufacturing, marketing,
distribution, trading and selling etc., of cheese products in India and certain other
countries.
In terms of the JVA, your Company sold 49% of its equity stake in its
wholly owned subsidiary, BDPL to Bel and consequently, BDPL became a Joint Venture Company
of Britannia Industries Limited and Bel SA in India under the name of‘Britannia Bel
Foods Private Limited?.
Acquisition: During the year under review, Kenafric Biscuits Limited,
Kenya and Catalyst Britania Brands Limited, Mauritius, became step down subsidiaries of
your Company.
Financial Performance: Pursuant to Section 129(3) of the Companies Act,
2013 read with Rule 5 of The Companies (Accounts) Rules, 2014, a statement containing
salient features of the financial statements of each of the Subsidiary, Associate and
Joint Venture Companies included in the Consolidated Financial Statements is provided in
Form AOC-1 and forms part of the Annual Report.
Further, pursuant to Section 136 of the Companies Act, 2013, the
financial statements of the subsidiaries are available on the website of the Company at
https://britannia.co.in/investors/financial- performance/subsidiaries-accounts.
e. Dividend
Pursuant to the Dividend Distribution Policy of the Company your Board
of Directors at their Meeting held on 4 April 2023 declared an Interim Dividend @ 7200%
i.e., ? 72/- per Equity Share of face value of Rs 1/- each.
The total dividend payout for the financial year 2022-23 amounts to Rs
1,734.25 Crores. The Board has not recommended a final dividend for the financial year
2022-23.
f. Transfer to Reserves
Your Company does not propose to transfer any amount to the reserves
for the financial year 2022-23.
g. Share Capital
During the year under review, there is no change in the paid-up equity
share capital of the Company.
h. Secured Non-Convertible Redeemable Fully Paid-Up Debentures
During the year under review, your Company redeemed 24,03,18,294,
3-years Secured, Non-Convertible, Redeemable, Fully Paid-Up Debentures of face value of Rs
30/- each, bearing interest at 8% p.a. on 26 August 2022 and paid redemption amount to all
Debenture Holders of the Company holding debentures on the record date.
i. Management Discussion and Analysis
Pursuant to Regulation 34(2) (e) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
referred as ‘SEBI Listing Regulations, 2015?), the Management Discussion and
Analysis Report for the financial year ended 31 March 2023, forms part of the Annual
Report.
j. Material changes and commitments 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 the date of
this report. There has been no change in the nature of the Company?s business.
II. OPERATIONAL PERFORMANCE
a. The Britannia Promise
The evolution of the Britannia Promise from delivering ‘Exciting
Goodness? to providing Goodness which is exciting, sustainable and holistic reflects
significant changes in the Company and its products over the course of a glorious century
of existence.
The goal of ensuring growth that is sustainable, equitable and
beneficial to all the stakeholders and society motivates your Company?s actions and
finds full expression in its innovative, healthy and tasty products. The knowledge that
your Company is mindful of the environment and the community while crafting delightful
products enhances the fulfilment that consumers derive from its world-class products.
b. Supply Chain Operations
Your Company?s robust and efficient supply chain management
ensured availability of products across various geographies throughout the year. This was
accomplished without compromising on quality of the products and employee safety.
During the year under review, your Company successfully:
• Commissioned Dairy Plant at Ranjangaon Food Park, Maharashtra;
• Commissioned greenfield factories in Tirunelveli, Tamil Nadu and
Barabanki, Uttar Pradesh;
• Expanded Khurda and Ranjangaon factories with biscuit and rusk
lines.
Your Company participated in National Kaizen Competitions organized by
Confederation of Indian Industry and received Gold award for its Kolkata factory and
Platinum award for its Rudrapur (Uttarakhand) factory.
c. Environment, Health and Safety (‘EHS?)
Health and Safety of the employees are of the highest priority for your
Company and it is committed to providing a safe working environment and prevent accidents
at the workplace.
EHS Policy of your Company encourages ‘Zero Accident Culture?
and extends to all employees.
Your Company has been acknowledged for upholding the highest levels of
Occupational Health and Safety Standards. During the year, your Company received the
‘Golden Peacock Award? in the FMCG category for its Guwahati factory, CII EHS
Excellence Award for its factories in Guwahati, Kolkata, Hajipur, Perundurai, Bidadi,
Mundra and OHSSAI Foundation?s Gold Award for the Britchip Manufacturing Unit in
Ranjangaon, Maharashtra.
A water stewardship programme is in place at your Company to conserve
and recharge ground water (rainwater harvesting system) with the goal of achieving water
neutrality. As a result, your Company reduced its specific water consumption at 0.83
litres/ kg of product which is a 34% reduction from base line of 2019-20.
d. Quality Programs
Your Company has been constantly focusing on improving the quality of
its products and ensuring highest standards of food safety to deliver best-in-class
products to its consumers. Towards this end, 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. The culture of continuous
improvement is fostered across the organization through various capability building
initiatives designed to enhance the effectiveness of people, processes and systems.
Value Chain Partners: The Value Chain Partners of your Company are
required to uphold the highest levels of product quality, food safety and regulatory
compliance. Ingredients and packaging materials are procured from approved partners who
have successfully cleared the stringent qualification process of the Company.
Manufacturing: All existing manufacturing units of your Company are
FSSC/ISO-22000, ‘Hazard Analysis Critical Control Points? (HACCP) certified and
continue to operate in compliance with stringent food safety and quality standards.
You will be pleased to know that your Company received the American
Institute of Baking (AIB) recognition for 31 manufacturing facilities as a result of its
consistent efforts to comply with Global Food Safety Standards.
Consumer Care Management: Your Company?s
‘Consumer Care Cell? has received a new ISO 10002:2018
certification and is in compliance with the ‘Global Standards on Quality Management
for Complaints Handling in Organizations.?
e. Research and Development (R&D)
Your Company leveraged its R&D capabilities to launch 24 innovative
products during the year. In its endeavour to expand the health and wellness portfolio,
your Company launched Nutrichoice Seeds, Herbs & Protein Cookies and also transformed
Nutrichoice Essentials and Digestive with 100% Atta.
Your Company has been focusing on optimizing and reducing the sugar
content in the product portfolio and reduced -1.8% of sugar/serving and -7.8% of
sodium/serving over the last few years.
Your Company is committed to its sustainability goals and as a result,
-72% of the laminate used in the product portfolio is now recyclable and has received
certification from the Premier Polymer Institute.
You will be pleased to note that your Company has been working with a
UK-based institute on biodegradable packaging and a pilot project will commence shortly.
Your Company has enhanced investments in its R&D capabilities to
remove plastic tray from its product portfolio. As a result, many of the products viz.,
Treat Cream Biscuits, MilkBikis Milk Cream Biscuits, Treat Jim Jam, Nutrichoice Oats &
Nice Time, which earlier contained plastic tray in the packaging are now ‘Tray
Free?, thereby contributing significantly to the reduction of plastic and the
betterment of the environment.
Your Company continued to be ‘Plastic Neutral? and with the
help of its partners, collected and disposed -43,000 tonnes of plastic during the year.
To provide better experience to consumers, your Company invested in
Aseptic PET drinks technology at its Ranjangaon Food Park, Maharashtra and moved its
Winkin? Cow Thick Shakes from Tetra Pack to Aseptic PET bottle format.
f. Environment, Social and Corporate Governance Reporting
Your Company?s ambitions are driven by the belief of giving back
to the environment and society while progressing towards the goal of becoming a
‘Global Total Foods Company?. The sustainability reporting journey which started
in 2021, showcases your Company?s approach for achieving best ESG practices. The four
key pillars of the sustainability strategy viz., resources, people, growth &
governance are embedded into your Company?s business activities and validates the
idea of ‘Responsible Goodness?. During the year, your Company made significant
progress in all the identified areas of the sustainability strategy.
Resources:
Being conscious of the use of natural resources and the impacts due to
combustion of conventional fuels, your Company has given priority to implementation of
decarbonizing measures across all business operations. Efforts are being taken for
improving performance of the identibed levers such as sourcing of renewable power, usage
of low emitting fuels & application of biomass as an alternative fuel.
During FY 2022-23, your Company achieved -34% share of renewable energy
sourced from wind and solar power in the total electricity consumption, which is increased
by -4% as compared to the previous year. Your Company also reduced GE1G emissions
intensity (scope l+scope2) by -0.518% as compared to FY 2021-22.
During FY 2022-23, your Company reported corporate value chain (scope
3) emissions for the five categories. The scope 3 GF1G emissions intensity accounted as
12.1031 tCO^e/ton of the finished product.
Your Company contributed significantly to fulfill its responsibility
towards water stewardship during past few years. Your Company established a firm mechanism
to monitor process wise water consumption, leak- proof supply system, recycling &
reuse possibilities in order to ensure efficient use of freshwater withdrawn. The water
consumption intensity for FY 2022-23 is 0.83 litre/kg of product which is reduced by -34%
from the base year (2019-20) intensity of 1.25litre/kg.
Sustainable packaging is critical being a food product company. Through
the Extended Producer Responsibility (EPR) programs in FY 2022-23, your Company has
achieved plastic neutrality for the consecutive second year, proving to its ethos of
delivering ‘Responsible Goodness? to the consumers. Your Company is compliant to
the Extended Producer Responsibility (EPR) towards consumed plastic packaging materials.
This year, your Company undertook an ESG assessment for its 74 critical
suppliers who contributed to 50.51% of the total volume sourced by the Company. This
assessment focused on six parameters to quantify the ESG performance of the suppliers.
People:
Community nutrition is the apex program under Social Responsibility
lever of sustainability strategy. Britannia Nutrition Foundation has been contributing to
eliminate malnutrition among children and addressing the issues causing nutritional
deficiency and imbalance since birth of the child. The Malnutrition Reduction Program has
impacted 2,01,856 lives positively which include children, adolescents, pregnant women
& lactating mothers.
The Dairy Farmer Extension Program is another initiative by your
Company which works for the economic empowerment of farmers with technology enabled and
sustainable dairy farming solutions. The program aims to improve economic status of
farmers through increased cattle productivity and earnings. During this financial year,
2,987 farmers have been benehtted by this program.
Your Company continues to put efforts to contribute to well-being of
employees. Permanent female employees increased from 10.57% during the financial year
2021-22 to 11.51% during the financial year 2022-23.
Growth:
Disruptive innovation strategy has been keeping your Company at a
leading position since its inception. During the year, the exceptional Research and
Development efforts have ensured to maintain the customer centricity and market presence
in spite of the volatile business environment. Healthy Product Portfolio is one of the
growth programs and your Company is committed to reducing sugar and sodium content in its
products. Your Company has also focused on enhancing nutritional ingredients amid growing
consumer consciousness towards health.
Governance:
To implement sustainability development agenda, a strong governance
system is required at an organisation level. Being cognizant of this fact, your Company
has established firm mechanisms which comprises of policies and code of conduct for
facilitating internal as well as external stakeholders to contribute to your
Company?s growth. Six broad level programs have
been identified for fulfilling governance needs in the development
agenda. These programs consists of:
i) Product safety & quality
ii) Business ethics & culture
iii) Leadership development
iv) Ethical labelling, marketing & influence
v) Strategy & disclosure
vi) Data security & privacy
g. Brands
The financial year 2022-23 saw a slow yet steady recovery from the
Covid-19 pandemic and your Company successfully led another year of change in the business
environment and consumer behaviour. Your Company was able to sustain and grow profitably
by harnessing the power of its brands and deploying a host of marketing strategies and
interventions that helped it tide over turbulent times and ensured continued market
leadership.
Your Company brought alive a great mix of campaigns for its consumers
across platforms in different formats. It leveraged technological changes to deliver
cutting-edge and effective consumer experiences. Be it the #ItsAGoodDay campaign that took
inspiration from new media and applied it to traditional media or Britannia Bourbon
Football Friends, which harnessed the power of Augmented Reality CAR?). The Britannia
NutriChoice Diabetic Friendly Essentials campaign used Al-driven technology to create
highly personalized videos to deliver nutrition advice.
Further, your Company?s differentiated premium brand Biscafe,
which was launched last year as a digital-first brand, born out of keen social listening
and launched solely on social media and digital platforms, has been well received.
Leveraging and riding the health wave amid growing consumer
consciousness:
India ranks second after China, with 77 million people suffering from
diabetes. It is one of the largest global health emergencies of this century, ranking
among the 10 leading causes of mortality. In India, one of the primary reasons for the
steady rise in cases of diabetes is the increasingly unhealthy lifestyle and dietary
choices.
For a problem that affects so many, there is not one solution that fits
all. On World Diabetes Day,
NutriChoice, our diabetic friendly essentials range, launched a
first-of-its-kind service that democratizes access to nutrition for people with diabetes.
The initiative used the expertise of Nutrition and ffealth coach, Ryan Fernando to deliver
diet plans customized to age and dietary preferences. Knowing that the journey to good
health requires consistency and commitment, the initiative used Al-powered technology to
deliver a personalized video to check on them a week after the diet plan has been shared,
to keep the consumers motivated and on track.
Fortifying core brands with advertising campaigns:
Your Company?s flagship brand Good Day, launched a series of TVCs
during the year. The brand is synonymous with spreading smiles & sharing happiness and
it stayed true to its ethos by introducing a fun & relatable series of five short
TVCs. Essentially, these films celebrated the ‘daily happy? moments that make it
a ‘Good Day? for consumers across generations. The objective was to inspire
people to truly celebrate the seemingly small, everyday moments of joy without waiting for
the big and momentous occasions. The films beautifully captured that ‘happiness?
does not only come from elaborate celebrations or grand gestures, but it is often hidden
in the smallest of moments around us, everyday. The brand built this powerful insight
while borrowing from the mega trend of short snackable content being all pervasive in our
lives. The brand took this social media trend to mainstream media with 5 short films of 15
seconds each which showcased stories of such everyday moments of joy being identified and
celebrated, making each day a ‘Good Day?.
Britannia Bourbon brought in a cool, new gang of friends - Indian
cricketers Yash Dhull, Flarnoor Singh and Raj Bawa in its latest communication. The
campaign was centered around Britannia Bourbon being the catalyst of fun between real
friends and reflected the craving for the original chocolatey snack. These teenage icons
had been roped in to be a part of Bourbon?s latest communication featuring the
close-knit trio, known to be one another?s confidant on and off the pitch enacting a
situation that can be witnessed in all friendly rendezvous.
With its fun-filled #BourbonFriendsForever (BFF) campaigns, Britannia
Bourbon has been an essential part of India?s youth and their stories of friendship.
The brand believes in offering its consumers a leading digital experience and this
campaign smartly utilized connected packaging and engaged consumers with an exciting
gaming experience as well. The #BourbonFootballFriends was a fun mix of ‘phygitaT
experiences ranging from playing an AR football game to competing in an e-sports
competition or winning a gaming console and actually enjoying a football match together in
Qatar. Britannia Bourbon aims to create moments of joy and brings best friends together
and who better to propagate that, than buddies like Flardik Pandya and Shreyas Iyer.
The much-loved choco-hlled cookie brand Pure Magic Chocolush launched
its latest communication ‘Five This Moment?. It showcased Pure Magic Chocolush
in its all-new avatar wherein an enlightened man was teaching his followers to experience
the gooey choco filling and the crunch of Pure Magic Chocolush. The TVC brought alive the
true characteristics of the cookie-loaded with 38% choco inside. The brand introduced the
product with a new-age premium packaging and the launch has been well received by
consumers and media alike.
Your Company?s Winkin? Cow brand unveiled a new television
campaign with the tagline ‘An adventure for your senses? highlighting the
multisensory experience offered by the range.
Market leadership through multiple innovations:
Keeping in mind, the consumers? need for exciting new products,
your Company brought a total of 24 innovations during the year.
After years of offering unique and highly differentiated go-to snacks
to all generations, your Company entered into a new category of crackers by launching the
BisCafe cracker through an effective digital-led campaign. While the Millennials are the
go-getter generation of the present times, the product was launched as a perfect coffee
companion.
Your Company has always been ahead of time when it comes to curating
the best snacking palate for the generations. In the quest of finding a snack to partner
with coffee and with the aid of social media listening, the brand comprehended that coffee
lacked a suitable pairing. To address the gap, BisCafe, a one-of-its-kind coffee flavoured
cracker has been introduced to elevate the coffee drinking experience.
Your Company also forayed into the western snacking space with the
launch of all new Treat Croissant.
The brand has made Croissant - a popular European snack accessible to
the Indian consumers. The communication theme for the new product emphasized on the
elevated snacking experience that the product delivers. The campaign also featured
celebrity choreographer, actor and director - Prabhu Deva, known for his slick dance moves
and warm personality.
Your Company?s Winkin? Cow brand recently released a new TVC
for its Thick Shakes products. The TVC emphasizes the range?s multisensory adventure,
describing it as a ‘party in a bottle? for your senses. Taking the essence of
the previous TVC?s fun party with the cows, this him targets the party-loving Gen-Z
audience and thus includes a groovy dance routine to appeal to them. In addition, the
commercial highlights Thick Shakes? new PET bottle avatar as well as its mascot, who
embodies the brand?s fun and adventurous spirit.
Pursuant to the Joint Venture between your Company and Bel SA, the
renowned French cheese maker and major player in healthy snacking, a world-class range of
nutritious, delicious and accessible cheese products would be offered to the Indian
consumers. The cheese products would be produced in the JV?s new,
state-of-the-art-facility at Ranjangaon, Maharashtra. The facility is backward-integrated
to collect milk from local farmers in the region. The products are co-branded using the
trademarks ‘Britannia? and ‘The Taughing Cow? and will be introduced
in innovative formats, to ride on the fast-growing cheese category in the country.
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 provided as
‘Annexure A? to this Report.
III. DIRECTORS
a. Appointment of Director
The Board of Directors at their Meeting held on 23 September 2022,
based on the recommendation of Nomination and Remuneration Committee,
appointed Mr. Rajneet Singh Kohli (DIN: 09743554) as an Additional and
Whole-Time Director, designated as Executive Director and Chief Executive Officer of the
Company for a period of 5 (five) years w.e.f 26 September 2022 upto 25 September 2027,
subject to approval of the Members. Subsequently, the Members through Postal Ballot on 11
November 2022, approved the appointment of Mr. Rajneet Singh Kohli as Whole Time Director,
designated as Executive Director and Chief Executive Officer of the Company for a period
of 5 (five) years w.e.f 26 September 2022 upto 25 September 2027.
b. Re-Appointment of Directors
Mr. Varan Berry (DIN: 05208062) was appointed as the Managing Director
for a period of 5 (five) years w.e.f 1 April 2014 to 31 March 2019 and thereafter
re-appointed for another period of 5 (five) years from 1 April 2019 to 31 March 2024.
Further, he was designated as Executive Vice-Chairman and Managing Director w.e.f 23
September 2022.
The Board of Directors at their Meeting held on 5 May 2023, based on
the recommendation of Nomination and Remuneration Committee, approved the re-appointment
of Mr. Varun Berry as Executive Vice-Chairman and Managing Director for another period of
5 (five) years w.e.f 1 April 2024 to 31 March 2029, subject to the approval of the Members
at the ensuing Annual General Meeting (‘AGM?) of the Company.
Ms. Tanya Dubash (DIN: 00026028) was
appointed as an Independent Director for a period of 5 (five)
consecutive years w.e.f 7 February 2019 upto 6 February 2024. Ms. Tanya Dubash will be
completing her first term as an Independent Director on 6 February 2024. The Board of
Directors at their Meeting held on 5 May 2023, based on the Performance Evaluation and
recommendation of Nomination and Remuneration Committee, approved the re-appointment of
Ms. Tanya Dubash as an Independent Director for a second term of 5
(five) years w.e.f 7 February 2024 upto 6 February 2029, subject to the approval of the
Members at the ensuing AGM of the Company.
c. Director Retiring by Rotation
Pursuant to Section 152 of the Companies Act, 2013 and the Articles of
Association of the Company,
Mr. Nusli N. Wadia (DIN:00015731), Chairman and Non-Executive Director
is liable to retire by rotation at the ensuing AGM, and being eligible, offers himself for
re-appointment.
The Nomination and Remuneration Committee and the Board of Directors at
their Meetings held on 5 May 2023, recommended the re-appointment of Mr. Nusli N. Wadia
for approval of the Members at the ensuing AGM of the Company.
The Board is of the opinion that Mr. Varun Berry, Mr. Nusli N. Wadia
and Ms. Tanya Dubash possess the requisite knowledge, skills, expertise and experience to
contribute to the growth of the Company.
Brief Profile and other information of Mr. Varun Berry, Mr. Nusli N.
Wadia and Ms. Tanya Dubash as required under Regulation 36(3) of SEBI Listing Regulations,
2015 and Secretarial Standard - 2 are given in the Notice of the 104th AGM of
the Company. The above proposals for re-appointment forms part of the Notice of the 104th
AGM and the relevant Resolutions are recommended for approval of the Members of the
Company.
d. Directors? Responsibility Statement
Pursuant to Section 134(3)(c) and (5) of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge confirm that:
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material departures from the
same;
(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 2023 and
of the profit of the Company for that period;
(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 the work performed by the Internal,
Statutory and Secretarial Auditors and External Consultant(s) as well as the reviews
conducted by the Management and the relevant Board Committees including the Audit
Committee, the Board believes that the Company?s internal financial controls were
adequate and operationally effective during the financial year 2022-23.
IV. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act, 2013 read with The
Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII to the
Act, your Company has undertaken CSR activities in the areas of promoting health care
including preventive health care, village development, nutrition awareness, malnutrition
reduction, water and sanitization.
The details of CSR committee, policy and projects undertaken during the
year, are given in the Annual Report on CSR activities, 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(1) 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 the 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 ACM. Any Member interested in obtaining a copy thereof, may
write an email to the Company at investorrelations@britindia.com.
b. Britannia Industries Limited Phantom Option Scheme 2021
Your Company has adopted ‘Britannia Industries Limited Phantom
Option Scheme 2021? (‘BIL POS 2021?) to incentivize employees and share the
fruits of growth and prosperity of the Company with them as provided in the Scheme.
c. Disclosure under Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013
Pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (‘POSH Act?) read with the Rules made
thereunder, your Company has adopted an Anti- Sexual Harassment Policy and constituted
Internal Complaints Committee for providing a redressal mechanism pertaining to sexual
harassment of employees at workplace.
During the year under review, 1 complaint was received by the Company
under Anti-Sexual Harassment Policy and the same has been resolved.
VI. GOVERNANCE
a. Corporate Governance
Pursuant to Regulation 34(3) and Schedule V of the SEBI Listing
Regulations, 2015, a Corporate Governance Report along with the Statutory Auditors
Certificate on compliance with the provisions of corporate governance prescribed under
SEBI Listing Regulations, 2015 is forming part of the Annual Report.
b. Business Responsibility and Sustainability Report
Pursuant to Regulation 34(2) (f) of the SEBI Listing Regulations, 2015
read with SEBI Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated
10 May 2021, Business Responsibility and Sustainability Report
(‘BRSR?) for the financial year 2022-23, prepared based on the framework of the
National Guidelines on Responsible Business Conduct and in the format prescribed by SEBI,
forms part of the Annual Report.
c. Annual Return
Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with the
Rules made thereunder, the draft Annual Return prepared as per Section 92(3) of the
Companies Act, 2013 in Form MGT-7 has been placed on the website of the Company at
https://britannia. co.in/investors/financial-performance/annual-report.
d. Whistle Blower Policy
Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and
Regulation 22 of the SEBI Listing Regulations, 2015, your Company has adopted Whistle
Blower Policy. The details of the same are provided in Clause No. 8(c) of the Corporate
Governance Report.
e. Board Evaluation
During the year, Performance Evaluation of Directors, Committees and
the Board as a whole was carried out and the details are given in Clause No. 3(b) of the
Corporate Governance Report.
f. Remuneration Policy
Pursuant to Section 178(3) of the Companies Act, 2013 and Regulation 19
of SEBI Listing Regulations, 2015, 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
at https:// www.britannia.co.in/BIL Remuneration Policy for Directors Key Managerial
Personnel and other employees.pdf.
g. Risk Management
Your Company has a well-defined risk management policy and a robust
organizational structure for managing and reporting risks. Risk management process has
been established across your Company and is designed to identify, assess and frame a
response to the threats that affect the achievement of its objectives.
Your Company?s Board of Directors has constituted a Risk
Management Committee to monitor and review risk management process. The details of the
Risk Management Committee are given in Clause No. 3(g) of the Corporate Governance Report.
h. Declaration by Independent Directors
Your Company has received the Declaration of Independence from all the
Independent Directors stating that they meet the independence criteria as prescribed under
Section 149(6) of the Companies Act, 2013, Rule 6 of The Companies (Appointment and
Qualification of Director) Rules, 2014 and Regulation 16(l)(b) of the SEBI Listing
Regulations, 2015. Further, the Company?s Independent Directors have affirmed that
they have followed the Code for Independent Directors as outlined in Schedule IV to the
Companies Act, 2013.
i. Meetings of the Board of Directors and its 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 requiring approval under
Section 188(1) of the Companies Act, 2013 read with The Companies (Meeting of Board and
its Powers) Rules, 2014. All the related party transactions were in the ordinary course of
business and at arm?s length basis and there were no material related party
transactions during the year. Therefore, disclosure in Form AOC-2 prescribed under Section
134(3)(h) of the Companies Act, 2013 is not applicable to the Company.
In accordance with Ind AS-24, the Related Party Transactions are
disclosed under Note No. 44 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 The 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 and Schedule V of the SEBI Listing Regulations,
2015, 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 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, your Company has complied with the
Secretarial Standard on Meeting of the Board of Directors (SS-1) and Secretarial Standard
on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.
VII. AUDITORS
a. Statutory Auditors
Pursuant to Section 139 of the Companies Act, 2013 read with Rule 3 of
The Companies (Audit and Auditors) Rules, 2014, 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 (five) years to hold office from the conclusion of 101st AGM
till the conclusion of 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 2022-23.
b. Cost Auditors
Pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3
& 5 of The Companies (Cost Records and Audit) Rules, 2014, your Company is required to
maintain cost records from the financial year 2023-24.
Further, pursuant to Section 148(2) of the Companies Act, 2013 read
with Rule 4 of The Companies (Cost Records and Audit) Rules, 2014, the Cost records of
your Company are required to be audited by a qualified Cost Accountant. Accordingly, the
Board of Directors at their Meeting held on 5 May 2023, based on the recommendation of the
Audit Committee, have appointed M/s. GNV & Associates (Firm Registration No. FRN
000150) as Cost Auditors of the Company, to carry out the Cost Audit of the Milk Powder
manufactured by the Company falling under Customs Tariff Act Heading No. 0402 of the
Non-Regulated Sectors, for the financial year ending 31 March 2024.
The Cost Auditors have confirmed that they are not disqualified to be
appointed as the Cost Auditors.
Pursuant to Section 148(3) of the Companies Act, 2013 read with Rule 14
of The Companies (Audit and Auditors) Rules, 2014, the Board of Directors at their meeting
held on 5 May 2023, based on the recommendation of Audit Committee, approved the
remuneration of Cost Auditors. The resolution for ratification of remuneration of the Cost
Auditors is proposed for approval of the Members at the ensuing AGM of the Company.
c. Internal Auditors
Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of
The Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation
of the Audit Committee, have appointed M/s. BDO India, FTP as Internal Auditors of the
Company for the financial year 2022-23.
d. Secretarial Audit
Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of
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 2022-23.
The Secretarial Audit Report for the financial year 2022-23 issued by
the M/s. Parikh & Associates does not contain any adverse remark, qualification or
reservation. The Secretarial Audit Report for the financial year 2022-23 is given as
‘Annexure D? to this Report.
e. 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 or the Board under Section 143(12) of the Companies Act, 2013 read with Rule 13
of The Companies (Audit and Auditors) Rules, 2014.
VIII. INTERNAL FINANCIAL CONTROLS
The details of adequacy of Internal Financial Controls concerning the
Financial Statements are given in Clause (I) of the Management Discussion and Analysis
Report which forms part of the Annual 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: 5 May 2023 |
(DIN: 00015731) |