Beruflich Dokumente
Kultur Dokumente
8,000
Deferred tax) 1,000
from Operating Activities
7,000
Balance carried forward 1,196.35 811.07
Sale of Products
6,000 800
to Balance Sheet 5,000
Net Cash Flow from 877.69 515.33 4,000
600
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Britannia Annual Report 2015-16
` in Crores
Net Profit, Cash Profit and EPS
Year ended Year ended
` in Crores Particulars
31 March 2016 31 March 2015
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Britannia Annual Report 2015-16
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Britannia Annual Report 2015-16
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Britannia Annual Report 2015-16
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Britannia Annual Report 2015-16
of products, Milk Bikis and Bread. The product and (d) Hazard and risk study
packaging value engineering delivery from the team (e) Incident analysis to identify the root causes
continued this year also and team has built a very (f) Work permit system as part of accident
robust pipeline for the future. prevention
You will be pleased to know that your Companys (g) Plant safety inspection program to capture
R&D team is adopting best practices in innovations unsafe conditions
and renovation of the products and Quality (h) Plant safety observation program to capture
by design principles are well integrated in our unsafe practices
Innovation Process Management. (i) Technical safety programs as part of machine
13. INFORMATION TECHNOLOGY (IT) safety
IT systems supports timely decisions through (j) Deployment of suitable controls at work place
conversion of data into actionable information. as part of standard approach with respect to
During FY 2015-16, your Company has moved the hierarchy of controls
ahead on mobility front enabling field force MIS on (k) Mock drills and fire drills as part of emergency
tablets. With enhanced usage of Product Lifecycle preparedness
Management (PLM) linked to ERP, the compliance (l) Preparing manufacturing sites for OHSAS
levels on recipe are better managed. 18001:2007 standard certification process
As planned your Company has made the first move 15. CORPORATE SOCIAL RESPONSIBILITY (CSR)
of procuring the license for HANA (in- memory
computing platform). The implementation details For your Company, CSR means Corporate
are being worked out in line with hardware refresh Sustainable Responsibility and this means
cycle. This implementation in coming years will embedding CSR into its business model. Pursuant to
enhance analytical capabilities by introducing the provisions of Section 135 of the Companies Act,
HANA in areas like sales / marketing and finance 2013 read with the Companies (Corporate Social
which will support real-time operations, smarter Responsibility Policy) Rules, 2014, your Company
decision making and deliver better business results. as part of its CSR initiatives has undertaken
Your Company is also looking at centralizing / projects/programs in accordance with the CSR
consolidating other activities in line with global Policy and the details of the CSR activities are given
trends which will help in increasing flexibility to as Annexure A forming part of this Report.
respond to market changes. 16. PENSION
14. ENVIRONMENT AND SAFETY In the suit filed by the Britannia Industries Limited
Pensioners Welfare Association, the Company
Environment, health and safety (EHS) is considered
received a judgement on 21 September 2015 from
critical to your Company. Your Company has Honble City Civil Court, Bangalore, in the matter
introduced various accident prevention programs of pension payable to its eligible beneficiaries.
at work place as part of demonstrating continual The Board of Directors reviewed the judgement and
improvement in the field of health and safety. Your after obtaining legal opinion from eminent lawyers
Company has introduced benchmarking system resolved to file an appeal in the higher court against
to validate the EHS performance of the business the said judgement. Accordingly, the Company
using lead, lag and system-related performance has appealed against the Honble City Civil Courts
indicators. Employee participation is a vital factor judgement in the Honble High Court of Karnataka.
in your Company in strengthening the proactive In response to the appeal filed, the Honble
safety culture through campaigns and competitions. High Court of Karnataka vide its order dated 18
Focused safety measures have been initiated for all December 2015 referred the matter to Bangalore
on-going green and brown field projects. Mediation Centre for exploring the possibilities
As part of continual improvement at work place, of settlement. The Britannia Industries Limited
Pensioners Welfare Association through their legal
your Company also initiated several activities as
counsel had submitted that they will not precipitate
part of safety management like:
execution before the trial court during mediation.
(a) National safety week celebrations across the The mediation meetings are currently in progress.
business
Related matters have been dealt within Note No. 33
(b) Safety KAIZENS of the Standalone Financial Statements and Note
(c) Tool box talks at work place to strengthen the No. 34 of the Consolidated Financial Statements,
awareness which are self-explanatory.
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Britannia Annual Report 2015-16
17. CONSERVATION OF ENERGY, RESEARCH AND (d) The Annual Accounts are prepared on a going
DEVELOPMENT, TECHNOLOGY ABSORPTION, concern basis;
FOREIGN EXCHANGE EARNINGS AND OUTGO
(e) They have laid down internal financial
Details of energy conservation, technology controls to be followed by the Company
absorption, foreign exchange earnings and outgo in and that such internal financial controls are
accordance with the provisions of Section 134 (3)
adequate and are operating effectively;
(m) of the Companies Act, 2013 read with Rule 8 of
the Companies (Accounts) Rules, 2014 are given as (f) They have devised proper systems to
Annexure B forming part of this Report. ensure compliance with the provisions of
18. CORPORATE GOVERNANCE all applicable laws and these systems are
Pursuant to the provisions of Regulation 34 read adequate and operating effectively.
with point C & E of Schedule V of SEBI (LODR) Based on the framework of internal financial
Regulations, 2015, a separate Report on Corporate controls and compliance systems established and
Governance for the financial year ended 31 March maintained by the Company, work performed by
2016 along with the Auditors Certificate on its the internal, statutory and secretarial auditors
compliance is forming part of this Annual Report. and external consultant(s) and the reviews
19. BUSINESS RESPONSIBILITY REPORT made by the Management and the relevant Board
Pursuant to Regulation 34(2)(f) of SEBI (LODR) Committees, including the Audit Committee and
Regulations, 2015, the Business Responsibility Risk Management Committee, the Board is of the
Report (BRR) of the Company for the financial opinion that the Companys internal financial
year 2015-16 is forming part of this Annual Report. controls were adequate and operationally effective
20. DIRECTORS AND KEY MANAGERIAL during the financial year 2015-16.
PERSONNEL
22. DECLARATION BY INDEPENDENT DIRECTORS
In accordance with the provisions of Section 152
of the Companies Act, 2013 and the Articles of All the Independent Directors have given
Association of the Company, Mr. Nusli N Wadia, a declaration that they meet the criteria of
Director, retiring by rotation at the ensuing Annual independence as laid down under Section 149 (6) of
General Meeting, is eligible for re-appointment. the Companies Act, 2013 read with the rules made
Dr. Vijay Kelkar has resigned from the Directorship thereunder and Regulation 16(1)(b) of SEBI(LODR)
of the Company w.e.f 31 May 2016. The Board of Regulations, 2015.
Directors placed on record their sincere appreciation 23. BOARD AND COMMITTEE MEETINGS
for the valuable contribution made by Dr. Kelkar
during his tenure as Director of the Company. A calendar of board and committee meetings
21. DIRECTORS RESPONSIBILITY is circulated in advance to all the Directors.
Pursuant to Section 134 (5) of the Companies Act, The details of the Board and Committee Meetings
2013, the Board of Directors, to the best of their held during the year are given in the Clause No. 2
knowledge and ability, confirm that: & 3 of the Corporate Governance Report.
(a) In the preparation of the annual accounts, the 24. BOARD EVALUATION
applicable accounting standards have been
followed; Pursuant to the provisions of Companies Act,
2013 read with the rules made thereunder and
(b) They have selected such accounting policies SEBI(LODR) Regulations, 2015, the performance
and applied them consistently and made evaluation of individual Directors, Board and its
judgments and estimates that are reasonable
Committees was carried out. The manner in which
and prudent so as to give a true and fair view
the evaluation has been carried out is given in
of the state of affairs of the Company as on
31 March 2016 and of the profit of the the Clause No. 3(b) of the Corporate Governance
Company for the year; Report.
(c) They have taken proper and sufficient care 25. REMUNERATION POLICY
for the maintenance of adequate accounting The details of the Remuneration Policy are covered
records in accordance with the provisions
in the Clause No. 3(b) of the Corporate Governance
of this Act for safeguarding the assets of the
Report. It is hereby affirmed that the Remuneration
Company and for preventing and detecting
paid is as per the Remuneration Policy of the
fraud and other irregularities;
Company.
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Britannia Annual Report 2015-16
The Company has formulated a Policy on dealing 30. EMPLOYEE STOCK OPTION SCHEME (ESOS)
with Related Party Transactions. The Policy is The disclosure pursuant to the provisions of
disclosed on the website of the Company. Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014, erstwhile
Weblink:http://britannia.co.in/pdfs/statutory_
Securities and Exchange Board of India (Employees
disclosures/Britannia%20Industries%20
Stock Option Scheme and Employee Stock Purchase
Limited-Policy%20On%20Related%20Party%20
Scheme) Guidelines, 1999 and as per Section 62(1)
Transactions.pdf
(b) of the Companies Act, 2013 read with Rule 12(9)
All transactions entered into with Related Parties of the Companies (Share Capital and Debentures)
as defined under the Companies Act, 2013 and Rules, 2014 is given as Annexure C forming part of
Regulation 23 of the SEBI (LODR) Regulations, this Report.
2015 during the year were in the ordinary course
31. STATUTORY AUDITORS
of business and on an arms length basis and do
not attract the provisions of Section 188 of the The Members at the 95th Annual General Meeting
Companies Act, 2013. However, pursuant to the held on 12 August 2014 had appointed M/s. B S R
provisions of Regulation 23 (2) of the SEBI (LODR) & Co. LLP, Chartered Accountants, as the Statutory
Regulations, 2015, prior approval of the Audit Auditors of the Company pursuant to the provisions
Committee and Risk Management Committee of Section 139, 142 and other applicable provisions,
was sought for entering into the Related Party if any, of the Companies Act, 2013 to hold office
Transactions. from the conclusion of that Annual General
Meeting till the conclusion of the 5th consecutive
During the year, the Company had not entered Annual General Meeting, subject to ratification by
into any contract / arrangement / transactions the Members at every Annual General Meeting,
with Related Parties which could be considered at a remuneration to be decided by the Board
as material in terms of Regulation 23 of the of Directors in consultation with the Auditors
SEBI (LODR) Regulations, 2015. In accordance plus applicable service tax and reimbursement of
with Accounting Standard 18, the Related Party travelling and out of pocket expenses incurred by
Transactions are disclosed under Note No. 44 of the them for the purpose of audit.
Standalone Financial Statements. Further, the Members at the 96th Annual General
28. ADEQUACY OF INTERNAL FINANCIAL Meeting held on 4 August, 2015 had ratified the
CONTROLS appointment of M/s. B S R & Co. LLP, Chartered
Accountants as the Statutory Auditors of the
The details about the adequacy of Internal Financial Company to hold office from the conclusion of that
Controls are covered in the Clause (H) of the Annual General Meeting till the conclusion of the
Management Discussion and Analysis. 4th consecutive Annual General Meeting.
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Britannia Annual Report 2015-16
In this regard, M/s. B S R & Co., LLP, Chartered 36. WHISTLE BLOWER POLICY/VIGIL MECHANISM
Accountants have submitted their written consent The details of the Whistle Blower Policy are covered
that they are eligible and qualified to be re-appointed in the Clause No.5 (c) of the Corporate Governance
as Statutory Auditors of the Company in terms of Report. The Whistle Blower Policy is available on the
Section 139 of the Companies Act, 2013 and also website of the Company. Weblink: http://britannia.
satisfy the criteria provided in Section 141 of the co.in/pdfs/statutory_disclosures/WHISTLE%20
Companies Act, 2013. BLOWER%20POLICY.pdf
Accordingly, the Board recommends to the Members 37. PARTICULARS OF REMUNERATION OF
for ratification of the appointment of M/s. B S R & DIRECTORS, KMP AND EMPLOYEES
Co. LLP, Chartered Accountants as the Statutory
A statement containing the details of the
Auditors of the Company at the ensuing Annual
Remuneration of Directors, Key Managerial
General Meeting.
Personnel (KMP) and Employees as required under
32. SECRETARIAL AUDIT Section 197(12) of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment and
Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies Remuneration of Managerial Personnel) Rules,
(Appointment and Remuneration of Managerial 2014 is given as Annexure E forming part of this
Personnel) Rules, 2014, the Company had Report.
appointed M/s. Parikh & Associates, a firm of 38. EXTRACT OF ANNUAL RETURN
Company Secretaries in Practice to undertake the Pursuant to the provisions of Section 134 (3) (a)
Secretarial Audit of the Company for the Financial of the Companies Act, 2013, read with the rules
Year 2015-16. The Secretarial Audit Report is given made thereunder, an extract of the Annual Return
as Annexure D forming part of this Report. in Form MGT-9 is given as Annexure F forming
33. PARTICULARS OF INVESTMENTS, LOANS AND part of this Report.
GUARANTEES 39. DISCLOSURE ON SEXUAL HARASSMENT OF
The particulars of Investments, Loans and WOMEN AT WORKPLACE
Guarantees covered under the provisions of Section The Company has set up an Internal Complaints
186 of the Companies Act, 2013 read with the rules Committee for providing a redressal mechanism
made thereunder are given in the Note No. 29, 30 pertaining to sexual harassment of women
and 31 of the Standalone Financial Statements. employees at workplace. There was no case of
sexual harassment reported during the year under
34. RISK MANAGEMENT POLICY
review.
The Company has formulated a Risk Assessment 40. ACKNOWLEDGEMENTS
& Management Policy. The details of the same are
Your Directors would like to thank all stakeholders,
covered in the Clause No. 5(d) of the Corporate
namely customers, shareholders, dealers, suppliers,
Governance Report.
bankers, employees and all other business associates
35. SIGNIFICANT & MATERIAL ORDERS PASSED for the continuous support given by them to the
BY THE REGULATORS Company and its Management.
There were no significant and material orders passed On behalf of the Board
by the Regulators or Courts or Tribunals during the
year impacting the going concern status and the
operations of the Company in future. Place : Mumbai Nusli N Wadia
Date : 20 May 2016 Chairman
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