The Directors have pleasure to present the 82nd Annual Report of your
Company covering the operating and financial performance for the
fifteen month period ended on March 31,2015.
(Rs. in Million)
Fifteen month Financial Year
period ended ended on
on March 31, December 31,
Gross Turnover 27,375.98 20,984.06
Less: Excise Duty on Turnover 436.03 332.32
Net Turnover 26,939.95 20,651.74
Other Income 432.33 313.48
Total 27,372.28 20,965.22
Profit/(Loss) before Exceptional item, 3,763.77 3,518.98
Depreciation and Taxation
Exceptional item - Income/(Loss) 315.25 -100.77
Profit/(Loss) before Depreciation 4,079.02 3,418.21
Less: Depreciation 792.34 591.97
Profit / (Loss) before Taxation 3,286.68 2,826.24
Provision for Taxation:
- Current Tax 1,170.24 1,156.01
- Deferred Tax Charge/ (Credit) (Net) -195.28 -237.20
Net Profit 2,311.72 1,907.43
Profit available for Appropriation 8,205.76 6,576.46
Twelve month Twelve month
period ended period ended
on March 31, on March 31,
Gross Turnover 22,318.41 21,424.66
Less: Excise Duty on Turnover 329.68 358.06
Net Turnover 21,988.73 21,066.60
Other Income 355.79 318.25
Total 22,344.52 21,384.85
Profit/(Loss) before Exceptional 3,034.91 3,552.18,
Depreciation and Taxation
Exceptional item - Income/(Loss) 315.25 -100.77
Profit/(Loss) before Depreciation 3,350.16 3,451.41
Less: Depreciation 655.88 597.81
Profit / (Loss) before Taxation 2,694.28 2,853.60
Provision for Taxation:
* Current Tax 945.77 1,175.02
* Deferred Tax Charge/ (Credit) (Net) -169.17 -238.28
Net Profit 1,917.68 1,916.86
Profit available for Appropriation 8,205.76 7,102.14
* Based on Limited Review by the Auditors as published in compliance of
Clause 41 of the Listing Agreement.
During the fifteen month period ended March 31,2015 your Company
generated total Turnover of Rs.27,375.9 Million as against the total
Turnover of Rs.20,984.1 Million during the last financial year ended on
December 31, 2013, covering a period of twelve months. The Net Profit
of your Company for the fifteen month period ended March 31, 2015 stood
at Rs.2,311.7 Million as against the Net Profit of Rs.1,907.4 Million
for the twelve month period ended December 31,2013. The Net Profit of
your Company for the fifteen month period ended March 31,2015 as
mentioned above includes Exceptional Income of Rs.315.2 Million on
account of, inter alia, part receipt of constructed space at Calcutta
Riverside Project at Batanagar, West Bengal from the erstwhile Joint
Venture Company, equivalent to Rs.239.1 Million and written back
provisions of Rs.9.3 Million considered no longer required.
Your Company''s total Turnover for the twelve month period ended March
31,2015 was Rs.22,318.4 Million as against the total Turnover of
Rs.21,424.6 Million for the twelve month period ended March 31,2014 -
reflecting a growth of 4.2% year-on-year. The Net Profit of your
Company for the twelve month period ended March 31,2015 was Rs.1,917.6
Million, which remained at the same level of Net Profit of Rs.1,916.8
Million for the corresponding twelve month period ended March 31,2014.
At the beginning of the current financial period, your Company launched
a 360-degree integrated marketing campaign, Where Life Meets Style
along with an innovative TV commercial which appealed to the consumers
across all age groups and demographic profiles. The new marketing
campaign also reinstated your Company''s commitment to deliver value,
quality, aspirational and contemporary products to the customers.
The product offerings of your Company witnessed an enhanced range of
footwear through ''Spring-Summer'' Collection and ''Autumn-Winter''
Collection. The new ranges of footwear are contemporary, stylish and
targeted to appeal to the younger generation. Apart from the new range
of footwear your Company also offers a wide selection of accessories
like bags, belts, scarves, sunglasses, wallets, etc., to cater to the
customers'' life styles.
During the period under review, due to certain unexpected problems with
the implementation of new supply chain IT systems, the retail stores of
your Company could not be supplied with adequate stocks of footwear and
accessories. As a result, the performance of your Company for the
fourth and fifth quarter in 2014-15 were affected. Your Board is happy
to inform that the Management had taken appropriate steps to address
the issues relating to supply chain systems. Your Board believes that
the Company will be able to regain the lost business during the current
In order to improve volume and profitability, various steps have been
taken during the period under review, i.e., initiatives to achieve same
store growth, investment behind new channels and stores, cost control
and manpower rationalization. In addition, your Company has also taken
various ''Margin Improvement Initiatives'' which are expected to yield
results in the future.
During the period under review, your Company has continued its
modernization plans at its Manufacturing Units at Batanagar - West
Bengal, Bataganj - Bihar and Southcan - Karnataka. The modernization
plans implemented in these Manufacturing Units have improved quality of
the products and also increased productivity.
Your Company has introduced Six Sigma quality initiatives at its
Batanagar Manufacturing Unit. The Oil Fired Boiler at Batanagar has
been substituted with Solid Briquette Fired Boiler which runs on
eco-friendly green waste. Your Company has also strengthened its
Quality Control team to ensure that the quality of the products is
maintained and Quality Norms are strictly adhered to while
manufacturing and procuring footwear and accessories.
Your Company is moving in the right direction, investing behind right
activities and processes. Your Company shall continue to offer its
customers a complete footwear solution for all looks and occasions like
corporate, casual, evening, party and holiday wear and shall continue
to launch exciting, contemporary and stylish footwear and accessories
for men, women and kids.
CHANGE IN FINANCIAL YEAR
In compliance with the provisions of Section 2(41) of the Companies
Act, 2013 your Company at the Board Meeting held on November 5, 2014
decided to change its financial year from ''January-December'' to
''April-March''. Accordingly, the last financial year of your Company was
extended up to March 31,2015 covering a period of fifteen months
commencing from January 1,2014. Your Company shall henceforth follow
its Financial Year commencing from April 1 and ending on March 31,
TRANSFER TO RESERVES
Your Company has transferred a sum of Rs.231.17 Million to General
Reserve as against the sum of Rs.190.7 Million transferred to General
Reserve last year.
Your Board has recommended a final dividend of Rs.6.50 per share (i.e.,
65% on an equity share of Rs.10/- each) for the period ended March
31,2015, as against Rs. 6.50 per share (i.e., 65% on an equity share of
Rs.10/- each) as paid last year. The payment of aforesaid dividend is
subject to approval of the Members at the ensuing Annual General
Meeting and if declared, shall be paid to the eligible Members from
August 19, 2015 onwards.
Your Company has no unclaimed/ unpaid matured deposits or interest
thereon since December 31, 2013. Presently the Company is not accepting
any fixed deposits.
During the period under review, ICRA Limited has reaffirmed the rating
of [ICRA] AA (pronounced as ''ICRA double A'') to your Company for its
Line of Credit (LOC) limits of fund based/non-fund based facilities
sanctioned by the Banks. The outlook on the assigned rating is
''Stable.'' This rating is valid till December 31,2015.
SHARE CAPITAL AND SUB-DIVISION THEREOF
The Authorized Share Capital of your Company as on March 31,2015 was
Rs.700 Million. The Subscribed and Paid up Share Capital of your
Company as on that date was Rs.642.85 Million divided into 64,263,770
Equity Shares of Rs.10/- each fully paid up. Your Company''s Equity
Shares are listed on The Calcutta Stock Exchange Limited (CSE), BSE
Limited (BSE) and National Stock Exchange of India Limited (NSE).
During the past couple of years, the share price of your Company on NSE
and BSE has seen a steady rise touching an all time high of Rs.1,496/-
in January-2015. In order to improve liquidity and to make it
affordable to the retail investors, your Board at its meeting held on
May 27, 2015 considered it expedient to sub-divide the nominal value of
the Equity Shares of your Company. Accordingly, it has been proposed to
sub-divide the nominal value of one share of Rs.10/- each fully paid up
into two shares of Rs.5/- each, fully paid up. This proposal is subject
to approval by the Members at the ensuing Annual General Meeting and
all statutory and regulatory compliances.
AWARDS AND RECOGNITION
Your Directors are pleased to inform that your Company has been able to
sustain its leadership position in the orgainsed footwear market by
bagging several awards and recognitions. During the period under
review, your Company received the following Awards and Recognitions:
1. ''Pitch Top 50 Brands 2014'' Awards by Pitch Magazine- Bata India
Limited received ''The Pitch Top 50 Brands 2014'' award for its marketing
initiatives for the year 2014. BATA was the only footwear brand amongst
the other top 50 brands to receive this award.
2. ''Platinum Awards Winner-2014''- Reader''s Digest Trusted Brands by
India Today -Bata India Limited was coveted as a ''Platinum Award
Winner'' by Reader''s Digest Trusted Brands for being one of the most
trusted brands of the Country. This award was based on a consumer
survey and BATA was the only footwear brand to receive this award.
3. ''Economic Times Best Brands Carnival-2014'' by The Economic Times -
Bata India Limited received the 45th rank amongst other lifestyle
brands and the Number 1 rank in Footwear category in The Economic Times
Best Brands Carnival Awards-2014.
4. ''The Economic Times Best 200 Brands in India'' by The Economic Times
- Bata India Limited received ''The Economic Times Best 200 Brands in
India'' award organised by The Economic Times.
5. ''Dun & Bradstreet Corporate Awards -2014'' by Dun & Bradstreet -
Bata India Limited received ''The Dun & Bradstreet Corporate Awards -
2014'' for the best footwear brand in the Country.
6. Brand Equity - The Most Trusted Brand (Retail) - Brand Equity
recognized BATA in the Top 50 Most Trusted Brands of the Country and
recognized BATA at the 9th position.
7. ''Delhi NCR''s Hot 50 Brands'' Awards by Hindustan Times - Bata India
Limited was declared as one of the Top 50
brands of the Delhi NCR Region by The Hindustan Times.
8. ''Golden Global Achiever''s'' Awards by Institute of Economic Studies
- Bata India Limited received ''The Golden Global Achiever''s Award''
organized by the Institute of Economic Studies.
9. ''Child''s Most Popular Award - 2014'' by The Child Magazine - Bata
India Limited was runner-up in footwear category for ''The Child''s Most
Popular Award - 2014'' in the kidswear segment.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility continues to be a commitment of your
Company for overall economic and social development of the Country and
its people. Your Company has always been committed towards improving
the quality of lives of people in the communities in which it operates
because it considers the society as an essential stakeholder. Your
Company has a heritage to be engaged in charities and philanthropic
activities, along with a number of others social activities, e.g.,
providing quality education to the under privileged children,
upliftment of differently-abled children, etc., through Bata Children''s
Program (BCP) of Bata Shoe Organization.
In compliance with Section 135 of the Companies Act, 2013, Rules framed
thereunder and revised Clause 49 of the Listing Agreement with the
Stock Exchanges, your Board has constituted a Corporate Social
Responsibility (CSR) Committee. Based on the Recommendation of the CSR
Committee a Corporate Social Responsibility Policy (CSR Policy) of the
Company has been adopted.
The CSR Policy of the Company is available on the website of the
Company at www.bata.in and can be viewed using the link:
Company has initiated various CSR programs as per the CSR Policy
adopted by the Board and shall monitor the same through its CSR
Committee, which meets periodically.
Since the financial year of the Company commenced on January 1,2014,
the reporting of the CSR project implementation in the prescribed
format shall be applicable to the Company in respect of its subsequent
financial year commencing from April 1, 2015 onwards. Following are the
key highlights of various CSR activities undertaken by your Company
during the fifteen month period ended March 31,2015:
1. Your Company has adopted schools in and around its areas of
operations/ factories and conducted various programs designed to
improve the infrastructure of the schools in order to make a conducive
environment for the children to learn, to provide quality education to
the children, to ensure their health and safety and to raise
environmental awareness amongst children and adults.
2. A MOU has been signed with SEEDS (Sustainable Environment and
Ecological Development Society), a New-Delhi based humanitarian
non-profit organization working to make vulnerable communities
resilient to disasters. The MOU was signed to support the rebuilding of
Government Upper Primary School at District Pulwama, Kashmir, under the
Jammu & Kashmir Flood Response and Recovery Initiative.
3. Employee Volunteers of the Company dedicated 4-6 hours every month
to teach both curricular and extracurricular subjects towards holistic
development of 280 underprivileged children. This includes teaching
different sports to boost confidence of the children and instill in
them values like teamwork, hard work, honesty & integrity.
4. A Pediatric camp was organized to diagnose the health of
underprivileged children in the adopted school in Gurgaon where the
Doctors emphasized on the importance of nutrition in their daily lives
and sources of different dietary vitamins.
5. Computer classes were started for the children in the adopted
schools. New computers and new furniture were procured. A computer
teacher has been engaged to teach about 150 girl students.
6. Health Check-up camps were organized to ensure general well being
of the children in the schools adopted under BCP. Volunteers educated
children of the school on good oral health and hygiene and distributed
free toothpaste and toothbrushes.
During the fifteen month period ended March 31,2015, your Company
opened 159 new retail stores across India. The new stores are larger in
size and are based on global design, making them look complete and
enticing with adequate space to display the products. Your Company
plans to add around 100 new retail stores every year to increase its
presence in the Malls, High Streets and also in the Tier-2 and Tier-3
cities across India. Your Company plans to open destination stores to
provide a unique shopping solution to the consumers. In addition, your
Company shall continue to make investment on creating a delightful
shopping experience for the customers by enhancing customer service,
improving store layouts and creating an emphasis on key products within
the retail stores.
Your Company''s premium brand ''Hush Puppies'' continues to live up to its
brand image of comfort, quality and style. The year 2014-15 was a
milestone year for Hush Puppies as it completed 20 years of its
existence in India. In addition to being available through the retail
stores of your Company, the brand has expanded its presence to 63
exclusive stores and 36 shop- in-shops. During the period under review,
Hush Puppies endeavoured to re-position itself as a new International
Premium Lifestyle Casual Footwear brand. Your Company shall continue to
focus on offering unique products under this brand, which will be more
comfortable with contemporary fashionable style, making ''Hush Puppies''
the most desired lifestyle brand.
Recognizing the needs of young customers, your Company''s new retail
concept - FOOTIN was created in the year 2012. It is a new business
model with a different approach to cater to the young customers who are
style conscious and trend-savvy shoppers at an affordable price. FOOTIN
has become the source for current fashions at great value. FOOTIN
business is growing quickly, featuring new and exciting store
environments, creative shoes and accessories designs at the right
price, always changing and always in style.
DIGITAL MULTI-CHANNEL BUSINESS
Your Company''s digital multi-channel business division has been
performing exceptionally well in terms of on-line business and
generated a good volume growth. Such consistency of growth in digital
multi-channel business is expected to continue considering the range
and quality of products on offer coupled with excellence in delivery
Your Company''s digital multi-channel business has reached approx.1400
cities across India with its shipments. In order to attract more
on-line customers, new partnerships have been entered into by tie-up
with leading on-line players e.g., Amazon, Myntra, Flipkart, etc. As a
part of the strategy, ''M-Wallet'' (mode of payment) service has been
launched for the end customers to facilitate the shopping ease. To keep
up with advancing technology in the digital age, the website of the
Company www.bata.in has been re-launched to make it more user-friendly
and responsive. Customers can now easily navigate, share their
favourite products on social media, look at the latest trends, styles,
etc. In order to generate larger customer interests, a customer connect
program is being launched, with a focus to grow customer base by
effectively communicating and engaging with the consumers on 24 / 7
basis. Your Company has also introduced a mobile application for
user-friendly experience via an interactive user interface, an easy and
faster way to browse, without the necessity of using a laptop or
Taking into consideration on-line customers'' interests and preferences,
your Company is planning to launch exclusive product lines which will
be made available only on-line at the website of the Company and also
on the portals of other leading on-line players. This initiative will
help in controlling the prices better and regulating the same across
the business partners of your Company.
In order to make customers'' on-line shopping experience more
convenient, your Company is also planning to launch Click & Collect
Service. From the comfort of home, at the click of a button, customers
can now shop entire range of products available on-line, choose any
product of their choice and get it delivered to local Bata Store that
is convenient for them. This initiative of your company will help in
driving more walk-ins to the Bata Offline stores & thereby an
opportunity to sell more to such ''Click & Collect'' customers.
Your Company''s Industrial division is now recognized as the leading
supplier in the safety footwear market. Not only has the division
expanded its coverage in the market but also is focused towards
upgrading the market with newer technology products. The product range
has been refreshed by launching new designs and sole patterns as well
as new PU-Rubber sole collection. The customer service function has
been strengthened to provide immediate response to the queries raised
by the industrial buyers.
Your Company''s Institutional business has recorded better results
during the fifteen month period ended March 31,2015 as compared to the
previous year. The focus is to cater to segments like defense,
canteens, education, corporate, etc. A new range for the healthcare
segment has been launched with specialized footwear to be used in
hospitals for Doctors, Nurses, front office staff, maintenance team,
CUSTOMER CARE INITIATIVES
During the period under review, your Company has further strengthened
its customer care division. Following a successful pilot, a customer
loyalty program, viz., ''The Bata Club'' has been introduced at major
metro cities. Since its inception, approx. 2.7 Million Club Membership
have already been added to ''The Bata Club'' from 16 cities covering 600
stores across the Country, who are now being communicated regularly
about branded products of your Company and several offers have been
customized for them. Also, through dedicated helpdesk the Customer
Service team continued to address and support the customers regarding
their queries and feedback. Enhancing quality of customer service at
the retail stores shall remain one of the key focus areas for your
Company going forward.
Your Company''s export sales for the fifteen month period ended March
31, 2015 were Rs.276.6 Million as compared to Rs.147.1 Million for the
twelve month period ended December 31,2013. Various plans are being
explored to improve export volume of the Company in the future.
Your Company has been continuously working to improve human resources
competencies and capabilities in the Company, which is critical to
achieve better results. Some key initiatives undertaken in this
direction during the period under review are summarized below:
INDUSTRIAL RELATIONS AND PERSONNEL
Your Company has been continuously working to improve human resources
competencies and capabilities in the Company, which is critical to
achieve better results. Some key initiatives undertaken in this
direction during the period under review are summarized below:
Building up the best team in all functional areas
Your Company has hired over 30 middle and senior level Executives in
various functional areas, e.g., Retail Operations, Non- Retail and
Merchandising, to replace people moving out, retiring and building
capabilities. These professionals come with rich experience within and
Creating bench strength and building up capability for future growth
Management Training Program
In order to build an internal talent pool, your Company has put in
place a structured Management Training program. As part of the program,
your Company has recruited design and fashion professionals as well as
Management Graduates for various positions in Merchandising, Retail
operations and Product Designs. Your Company has also recruited Summer
Interns who worked on very specific business impact initiatives.
Training and Development
Set up of Retail Training Academy
Your Company has set up a Retail Training Academy in the month of
February-2014. The Academy designs and delivers specialized courses for
different roles like Sales Promoters, Store Managers, District Managers
and Retail Managers. The courses have been designed to ensure
comprehensive learning of Product as well as Business operations. In
the year 2014 the Academy trained:
(i) 17.5 weeks'' duration Advanced District Administration Professional
Training (ADAPT) Program to 24 District Managers.
(ii) 7.5 weeks'' duration Store Managers Advance Retail Training (SMART)
Program to 111 Store Managers.
(iii) 1 week duration Fully Integrated Retail Store Training (FIRST)
Program to 105 experienced Store Managers.
Presently, the Retail Training Academy conducts Training Programs at
Gurgaon, Bangalore, Kolkata and Mumbai.
The Earning per Share (EPS) (Basic and Diluted) of your Company for the
fifteen month period ended March 31,2015 was at Rs. 36/-. Similar EPS
for the twelve month period ended December 31,2013 - the previous
financial year of your Company was approx. Rs.29.70. The EPS for the
twelve month period ended March 31,2015 and EPS for the twelve month
period ended March 31,2014 also works out to approx. Rs. 29.80. It may
be noted that as informed earlier, since April-2010, your Company does
not have any Bank Borrowings and the entire capital expenditure has
been funded through internal sources.
RESEARCH & DEVELOPMENT ACTIVITIES AND ENERGY CONSERVATION
Your Company''s Research & Development activities during the period
under review continued to emphasize on creating a pollution-free work
environment. Technological improvement in product development, material
development, introduction of new footwear moulds, process improvement,
etc. were the key focus area, in order to improve quality of footwear
and productivity in manufacturing. During the period under review an
expenditure of approx. Rs.61 Million was incurred on Research &
Development, as against Rs.7 Million during the year 2013. Your Company
has adopted a series of energy conservation measures, e.g., replacing
conventional tubes with energy efficient lights, installation of energy
efficient screw compressors, etc. at its Manufacturing Units across
India. Such energy saving measures led to a saving of energy cost worth
approx. Rs.11.3 Million during the period under review, as against the
saving of Rs.5.5 Million for the year ended December 31,2013. Your
Company shall continue to invest on Research & Development activities
and energy saving measures in its manufacturing units in the future.
SUPPORT FROM BATA SHOE ORGANIZATION
Your Company continues to receive assistance and benefits of technical
research and innovative programs of Bata Shoe Organization (BSO)
through Global Footwear Services Pte. Ltd., Singapore (GFS). Your
Company has renewed the Technical Collaboration Agreement with GFS with
effect from January 1,2011 for a period of ten years. In terms of the
said Technical Collaboration Agreement, your Company receives guidance,
training of personnel and services from GFS in connection with research
& development, marketing, brand development, footwear technology,
testing & quality control, store location, layout & design,
environment, health & safety, risk & insurance management, etc. Your
Company continues to obtain expertise and experience from the visiting
senior personnel of GFS and other BSO group companies to improve its
product range and operational processes throughout the year. In terms
of the renewed Agreement as aforesaid, your Company has paid a
technical services fee of Rs.264.20 Million to GFS during the period
from January 1,2014 to March 31,2015.
The Statutory Auditors of the Company - Messrs. S. R. Batliboi & Co.
LLP, Chartered Accountants, retire at the ensuing Annual General
Meeting of the Company and have given their consent for re-appointment.
Your Company has received a certificate confirming their eligibility to
be re-appointed as Auditors of the Company in terms of the provisions
of Section 141 of the Companies Act, 2013 and Rules framed thereunder.
The Auditors have also confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of Chartered
Accountants of India as required under the provisions of revised Clause
49 of the Listing Agreement with the Stock Exchanges.
In terms of the Order dated August 10, 2000, issued by the Ministry of
Law, Justice and Company Affairs, Cost Audit Branch, Government of
India, the Company was required to appoint a Cost Auditor to audit the
Cost Accounts maintained by the Company in respect of ''FOOTWEAR'' and
submit the Cost Audit Report to the Central Government within June 30,
every year. Accordingly, the Company appointed M/s. Mani & Co., Cost
Accountants as the Cost Auditors of the Company and submitted the Cost
Audit Reports to the Ministry of Corporate Affairs, Cost Audit Branch
till the Financial Year ended December 31,2012 and the Compliance
Report for the Financial Year ended December 31,2013 within the
stipulated time. In compliance with the requirements of Section 148 of
the Companies Act, 2013 read with Rule 14 of the Companies (Audit and
Auditors) Rules, 2014, the remuneration paid to the Cost Auditors have
been ratified by the Members at the Extraordinary General Meeting held
on August 4, 2014.
The Ministry of Corporate Affairs, Government of India, Cost Audit
Branch, New Delhi vide Notification dated December 31, 2014 introduced
the Companies (Cost Records & Audit) Amendment Rules, 2014. According
to the newly Amended Rules, the requirement of conducting Cost Audit
and submission of Cost Audit Report by a Company pertaining to
''FOOTWEAR'' Industry has been discontinued. In view of the above, your
Company shall not be required to appoint the Cost Auditor and/or get
the Cost Accounts for ''FOOTWEAR'' business audited by the Cost Auditor
from the financial year commencing from April 1,2014 onwards.
In terms of the provisions of Section 204 of the Companies Act, 2013
and Rules framed thereunder, a Secretarial Audit Report in the
prescribed format, obtained from a Company Secretary in practice, is
required to be annexed to the Board''s Report. In view thereof, your
Board at its meeting held on August 5, 2014 appointed M/s. P. Sarawagi
& Associates, Company Secretaries, 27, Brabourne Road, Kolkata - 700
001 (ICSI Registration No. CP - 4882) as the Secretarial Auditor of
your Company. The Secretarial Auditors'' Report, in the prescribed
format, for the fifteen month period ended March 31,2015 is annexed to
this Directors'' Report and forms part of the Annual Report.
In terms of the provisions of Section 161 of the Companies Act, 2013,
your Board at its Meeting held on May 21, 2014 approved the appointment
of Ms. Anjali Bansal and Mr. Kumar Nitesh as Additional Directors with
effect from May 21,2014. At the said Board Meeting, Mr. Kumar Nitesh
was also appointed as a Whole time Director designated as Managing
Director - Retail for a period of five years with effect from May
21,2014. Subsequently, at an Extraordinary General Meeting (EGM) held
on August 4, 2014, the Members of the Company approved the appointment
of Mr. Kumar Nitesh as Managing Director - Retail and payment of his
remuneration for a period of five years, with effect from May 21,2014.
Mr. Kumar Nitesh shall be liable to retire by rotation at the Annual
In terms of the requirements of Section 149 of the Companies Act, 2013
read with Schedule IV to the Act and Rules framed thereunder, the
Members of the Company at the aforesaid EGM held on August 4, 2014 also
appointed Mr. Uday Khanna, Mr. Akshay Chudasama and Ms. Anjali Bansal
as Independent Directors of your Company for a term up to five
consecutive years, effective from August 4, 2014. Such appointments of
the Independent Directors have been formalized by issue of separate
Appointment Letters and the same are available on the website of the
During the period under review, Mr. Atul Singh has been appointed as a
Director on the Board of Bata Shoe Organization (BSO) and desired to
resign from the Board of your Company as it would not be possible for
him to devote sufficient time to both the companies. Accordingly, your
Board accepted with regret the resignation of Mr. Atul Singh as a
Director of the Company with effect from May 21,2014. Consequently, Mr.
Atul Singh ceased to be a Member of the Audit Committee and Nomination
and Remuneration Committee of the Board, with effect from May 21,2014.
Your Board places on record its deep appreciation for the contributions
made by Mr. Atul Singh during his tenure as an Independent Director of
the Company and wishes him success in his future roles.
At the Board Meeting held on May 27, 2015, your Board appointed Mr.
Ravindra Dhariwal and Mr. Shaibal Sinha as Additional Directors of the
Company with effect from May 27, 2015 to hold office up to the date of
the forthcoming Annual General Meeting. At the said Board Meeting, Mr.
Ravindra Dhariwal has also been appointed as an Independent Director of
the Company for a period of five years with effect from May 27, 2015,
subject to approval of the Shareholders at the ensuing Annual General
Meeting. The Company has received Notices under Section 160 of the
Companies Act, 2013 from Shareholders of the Company along with
requisite deposits signifying the candidature of Mr. Ravindra Dhariwal
and Mr. Shaibal Sinha for their respective appointments as Directors
of the Company at the forthcoming Annual General Meeting.
Brief profiles of Mr. Ravindra Dhariwal and Mr. Shaibal Sinha have been
mentioned in the Explanatory Statement pursuant to Section 102 of the
Companies Act, 2013 to the Notice convening the 82nd Annual General
Meeting of the Members of the Company and form integral part of this
In accordance with the provisions of the Companies Act, 2013, Rules
framed thereunder and the Articles of Association of your Company, Mr.
George Nigel John Clemons (Mr. Clemons), Director is due to retire by
rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-election. Your Board is of the opinion that
continued association of Mr. Clemons with your Board will be of immense
benefit to your Company and, therefore, recommends his re-election.
STATUS OF BATANAGAR PROJECT
Further to the status reported in the earlier Annual Reports, regarding
an Integrated Township Project at Batanagar, West Bengal being
developed by Riverbank Developers Private Limited (RDPL), the erstwhile
Joint Venture Company of the Company, your Board would like to inform
you that the Government of West Bengal, Land & Land Reforms Department,
vide their letter dated January 29, 2015 confirmed to Riverbank
Holdings Private Limited [since merged with Riverbank Developers
Private Limited (RDPL)] that the obligations of your Company pertaining
to the Order of the Government of West Bengal dated April 6, 2006 and
Memorandum dated August 25, 2014 as amended vide Memorandum dated
November 28, 2014 would be of RDPL and the obligations of your Company
stand satisfied. RDPL has been given time up to March 31,2017 to
fulfill the requirements of the aforesaid Memorandums issued by the
Government of West Bengal.
In terms of an Addendum Agreement dated December 5, 2013 to the New
Development Agreement dated April 28, 2010 executed, inter alia, with
RDPL, your Company has received approx.136,955 sq. ft. of constructed
space in the Riverbank Project at Batanagar. Your Company is in the
process of taking possession of the remaining 1,95,075 sq. ft. of
constructed space in the Project, during the current financial year.
In view of the aforesaid letter of the Government of West Bengal and
consequent upon completion of construction of the requisite space in
the Project, a part of the provisions for contingent liabilities
amounting to Rs.9.3 Million has been written back in the books of
accounts of your Company as considered no longer necessary.
STATEMENTS UNDER SECTION 217(1)(e) and SECTION 217(2A) OF THE COMPANIES
(i) Information relating to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo, etc. for the fifteen
month period ended March 31,2015 as required under Section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988 is
provided in an Annexure and the same forms an integral part of this
(ii) The Statement of employees for the fifteen month period ended
March 31, 2015 in terms of Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 as
amended and applicable to your Company is annexed to this Report and
forms an integral part thereof.
DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF
THE COMPANIES ACT, 1956
Your Directors hereby confirm:-
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
ii) that the Directors 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 at the end of the fifteen month financial
period , and of the profit of the Company for that period;
iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) that the Directors have prepared the Annual Accounts on a going
WHISTLE BLOWER POLICY / VIGIL MECHANISM
In compliance with the requirements of Section 177 of the Companies
Act, 2013 and revised Clause 49 of Listing Agreement with the Stock
Exchanges, your Company has established a vigil mechanism for the
Directors and Employees of the Company through which genuine concerns
regarding various issues can be communicated. For this purpose, your
Board has adopted a Whistle Blower Policy and the same has been
uploaded on the website of the company at
http://bata.in/0/pdf/Whistle-Blower-Policy.pdf. A Vigil Mechanism
Committee under the chairmanship of the Audit Committee Chairman has
been constituted. The Policy provides access to the Vice President &
Head Legal of the Company and to the Chairman of the Audit Committee.
No person has been denied an opportunity to have access to the Vigil
Mechanism Committee including the Audit Committee Chairman. However,
during the period under review, there has been no incidence reported
which requires action by the Vigil Mechanism Committee.
POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company is committed to provide a safe and secure environment to
its women employees across its functions, as they are integral and
important part of the organization.
Your Company has in place an Anti Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013.
An Internal Complaints Committee (ICC) with requisite number of
representatives has been set up to redress complaints relating to
sexual harassment, if any, received from women employees and other
women associates. All employees (permanent, contractual, temporary,
trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed off during the fifteen month period ended March 31,2015:
* No. of Complaints received : Nil
* No. of Complaints disposed off : Nil
Your Company has been conducting awareness campaign across all its
manufacturing units, warehouses, retails stores and office premises to
encourage its employees to be more responsible and alert while
discharging their duties.
POLICY ON PREVENTION OF INSIDER TRADING
Your Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company''s shares and prohibits the
purchase or sale of shares in your Company by the Directors and
designated employees, while they are in possession of unpublished price
sensitive information and also during the period when the Trading
Window remains closed. All the Directors on your Board and the
designated employees have confirmed compliance with the aforesaid Code
In compliance with the requirements of the newly introduced SEBI
(Prohibition of Insider Trading) Regulations, 2015, effective from May
15, 2015, the Code of Conduct to monitor, regulate and report Insider
Trading and the Code for Fair Disclosure of the Unpublished Price
Sensitive Information have been adopted by your Board and the same have
been uploaded on the website of the Company at www.bata.in.
During the period under review there has been no incidence of
non-compliance reported under the SEBI (Prohibition of Insider Trading)
RELATED PARTY TRANSACTION POLICY
During the fifteen month period ended March 31, 2015, your Company''s
transactions with the Related Parties as defined under the Companies
Act, 2013, Rules framed thereunder and revised Clause 49 of the Listing
Agreement with the Stock Exchanges, were in the ''ordinary course of
business'' and ''at arm''s length'' basis. Your Company does not have a
material unlisted subsidiary. Accordingly, during the period under
review, your Company did not have any Related Party Transaction which
required prior approval of the Shareholders. Necessary disclosures
required under the Accounting Standards (AS-18) have been made in the
Notes to Financial Statements.
All Related Party Transactions are placed before the Audit Committee
for its prior approval. There has been no materially significant
Related Party Transactions during the period under review, which would
have any potential conflict with the interest of the Company.
Your Board has approved and adopted a Related Party Transaction Policy
which has been uploaded on the website of the Company, www.bata.in and
the same can be viewed at the link:
SHIFTING OF THE REGISTERED OFFICE
The Registered Office of your Company has been shifted from 6A, S.N.
Banerjee Road, Kolkata-700013 to 27B Camac Street, 1st Floor, Kolkata -
700016 with effect from January 1, 2015. The new address of the
Registered Office of your Company is within the local limit of Kolkata
Municipal Corporation. Necessary formalities in this regard have been
complied with pursuant to the provisions of Section 12 of the Companies
Act, 2013 and Rules framed thereunder.
Your Company formed a new wholly owned subsidiary, viz., Way Finders
Brands Limited on December 26, 2014. This new subsidiary is yet to
commence its commercial operations. Bata Properties Limited and Coastal
Commercial & Exim Limited continue to be wholly owned subsidiaries of
your Company. In terms of the Circular No.2/2011 dated February 8, 2011
issued by the Ministry of Corporate Affairs (MCA), Government of India,
your Board at its meeting held on May 27, 2015 has given consent for
not attaching, inter alia, the Balance sheet, Statement of Profit and
Loss and other relevant reports and statements of its subsidiary
companies to the Balance Sheet of your Company as on March 31,2015 and
have also agreed to comply with the conditions prescribed in the said
The Annual Reports 2014-15 of the aforesaid subsidiaries for the
fifteen month period ended March 31, 2015 will be despatched to the
Shareholders of your Company upon receipt of written requests from
them. The Annual Reports 2014-15 of these subsidiary companies will
also be made available for inspection by the Shareholders of your
Company at the Registered Office at 27B Camac Street, 1st Floor,
Kolkata - 700 016 between 11:00 a.m. and 1:00 p.m. on any working day.
In compliance with the requirements of the aforesaid MCA Circular, a
Statement showing relevant details for the fifteen month period ended
March 31,2015 in respect of Bata Properties Limited and Coastal
Commercial & Exim Limited and in respect of Way Finders Brands Limited
details since inception up to March 31, 2015, have been included in the
Notes to Financial Statements of your Company which forms part of this
Annual Report. The audited Financial Statements of these three wholly
owned subsidiaries are also available on the website of the Company at
www.bata.in. The Consolidated Financial Statements of your Company for
the fifteen month period ended March 31,2015, as prepared in terms of
the Accounting Standard AS-21 issued by the Institute of Chartered
Accountants of India are also forming part of this Annual Report.
In compliance with the provisions of Clause 49 of the Listing Agreement
with the Stock Exchanges, the Corporate Governance Report of your
Company and a Certificate on Corporate Governance Compliance received
from M/s. S. R. Batliboi & Co., LLP, Chartered Accountants, the
Statutory Auditors of your Company, are attached as separate Annexure
to this Report.
Your Board appreciates the invaluable contribution of the management
team for their leadership and all employees of the Company for their
indefatigable efforts which plays a pivotal role in achieving the
objectives of the Company.
Your Board acknowledges the co-operation and support received from
investors, shareholders, customers, business associates, bankers,
vendors and the Regulatory and Government authorities.
Your Board remains thankful to Bata Shoe Organization for their
continuous guidance, support and co-operation in smooth operations of
The Independent Directors of your Company were of immense benefit to
your Board for sharing their valuable experience and wisdom with the
management in deciding strategies and advising them to take appropriate
steps towards achieving the objectives of the Company. Your Board
wishes to place on record its deep appreciation of the Independent
Directors for their continuous support and guidance towards improving
the performance of the Company.
For and on behalf of the Board of Directors
Place: Gurgaon Chairman
Date: May 27, 2015 (DIN: 00079129)