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Bata India
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Download Annual Report PDF Format 2015 | 2011 | 2010
Directors Report Year End : Mar '15    « Dec 13
DEAR MEMBERS,
 
 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.
 
 FINANCIAL REVIEW
 
                                                        (Rs. in Million)
                                       Fifteen month      Financial Year
                                       period ended       ended on
                                       on March 31,       December 31,
                                       2015               2013
                                       
                                           (Audited)          (Audited)
 
 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
 and Taxation
 
 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,
                                      2015               2014
 
                                           *                  *
 
 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,
  item
 
 Depreciation and Taxation
 
 Exceptional item - Income/(Loss)           315.25            -100.77
 
 Profit/(Loss) before Depreciation        3,350.16           3,451.41
 and Taxation
 
 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.
 
 OPERATIONS
 
 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
 financial year.
 
 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,
 every year.
 
 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.
 
 DIVIDEND
 
 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.
 
 FIXED DEPOSIT
 
 Your Company has no unclaimed/ unpaid matured deposits or interest
 thereon since December 31, 2013. Presently the Company is not accepting
 any fixed deposits.
 
 CREDIT RATINGS
 
 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:
 http://bata.in/0/pdf/CorporateSocialResponsibilityPoiicy.pdf. Your
 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.
 
 RETAIL
 
 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.
 
 HUSH PUPPIES
 
 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.
 
 FOOTIN
 
 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
 service.
 
 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
 computer.
 
 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.
 
 NON RETAIL
 
 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,
 etc.
 
 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.
 
 EXPORT
 
 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.
 
 CAPITAL EXPENDITURE
 
 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
 across industries.
 
 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.
 
 FINANCE
 
 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.
 
 STATUTORY AUDITORS
 
 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.
 
 COST AUDITORS
 
 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.
 
 SECRETARIAL AUDITOR
 
 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.
 
 DIRECTORS
 
 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
 General Meeting.
 
 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
 Company, www.bata.in.
 
 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
 Annual Report.
 
 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
 ACT, 1956
 
 (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
 Report.
 
 (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
 concern basis.
 
 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
 of Conduct.
 
 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)
 Regulations, 1992.
 
 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:
 http://bata.in/0/pdf/RelatedPartyTransactionPoiicy.pdf.
 
 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.
 
 SUBSIDIARY COMPANIES
 
 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
 Circular.
 
 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.
 
 CORPORATE GOVERNANCE
 
 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.
 
 ACKNOWLEDGMENT
 
 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 Company.
 
 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
 
 
                                                            UDAY KHANNA
 Place: Gurgaon                                                Chairman
 Date: May 27, 2015                                     (DIN: 00079129)
 
 
Source : Dion Global Solutions Limited
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