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Bata India
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Download Annual Report PDF Format 2011 | 2010
Directors Report Year End : Dec '12    Dec 11
TO THE MEMBERS
 
 The Directors have pleasure to present the 80th Annual Report of your
 Company covering the operating and financial performance for the year
 ended December 31, 2012.
 
 FINANCIAL REVIEW:
 
                                                      2012         2011 
                                                 (in Rs. 
                                                  millions)   (in Rs. 
                                                               millions)
 
 Gross Turnover                                  18,717.54    15,650.78
 
 Less: Excise Duty on Turnover                      293.01       225.43
 
 Net Turnover                                    18,424.53    15,425.35
 
 Other Income                                       299.52     1,309.14
 
                                                 18,724.05    16,734.49
 
 Profit / (Loss) before Depreciation & Taxation   3,033.39     3,605.04
 
 Less: Depreciation                                 513.75       411.01
 
 Profit / (Loss) before Taxation                  2,519.64     3,194.03
 
 Provision for Taxation:
 
 - Current Tax                                      908.43       966.79
 
 - Deferred Tax Charge/ (Credit) (Net)             (101.44)      (31.15)
 
 - Income Tax for earlier year                       (3.38)           -
 
 Net Profit                                       1,716.03     2,258.39
 
 (Net profit of 2011 includes Rs. 837.67 Mn 
 from surplus property development)
 
 Profit available for Appropriation               5,288.76     4,245.71
 
 OPERATIONS
 
 During the year 2012 your Company achieved a total turnover of Rs.
 18,717.54 million as compared to Rs. 15,650.78 million in 2011,
 reflecting a growth of approx. 19.6% on year-on- year.
 
 During the year under review, your Company continues to record good
 growth in the performance of all its business areas. Large scale
 expansion of retail stores, renovation of existing stores, improvement
 in customer service, introduction of new value oriented products,
 training of employees, consolidation of manufacturing processes and
 focus to improve non-retail sales division, all together has yet again
 enabled your Company to achieve new milestones.
 
 Your Company always endeavours to provide good quality footwear at
 affordable pricing to its customers. Use of modern technology in its
 factories and consistent improvement in its manufacturing and procuring
 process, enabled your Company to offer new range of trendy and
 fashionable footwear at a reasonable price. Your Company''s retail
 stores provide a great ambience and delightful shopping experience to
 the customers through specially designed shoe display systems,
 ultra-modern style, trained and friendly sales personnel and a range of
 attractive accessories. During the year 2012, your Company has improved
 its footwear collections under its existing brands to suit the
 requirements of its customers in all categories. Your Company has also
 introduced many new brands of footwear, e.g., Sundrops - a new premium
 range of stylish comfortable footwear for women, ''Angry Birds'' - a
 new collection of merchandise offering school shoes, casual shoes and
 accessories for children and teenagers, etc.
 
 In addition to recording a well deserved growth in its BATA HOME
 delivery services during the year 2012, your Company has improved its
 online shopping experience by making ''cash on delivery'' and ''multiple
 order services'' for the customers. Your Company has also made tie-up
 arrangements with various e-commerce sites, e.g., Jabong, Snapdeal,
 India Times, Rediff, Junglee, etc., to attract potential customers
 online.
 
 Your Company continues to enjoy the highest market share in organized
 footwear industry in India. In order to maintain its leadership
 position and stay ahead of growing competition, your Company will
 continue to innovate and move in the right direction and shall take all
 available measures to improve its business performance in the years to
 come.
 
 TRANSFER TO RESERVES
 
 The Company has transferred a sum of Rs.171.60 million to General
 Reserve against Rs.225.84 million transferred last year.
 
 DIVIDEND
 
 The Board of Directors has recommended a dividend of Rs.6/- per share
 (i.e., 60% on an equity share of par value of Rs.10/- each) for the
 year ended December 31, 2012 as against Rs.5/-(i.e., 50% on an equity
 share of par value of Rs.10/- each) paid last year (excluding special
 dividend of Re.1/- per share for gains from surplus property
 development). The payment of aforesaid dividend is subject to approval
 of the shareholders at the ensuing Annual General Meeting of the
 Company.
 
 FIXED DEPOSIT
 
 As on December 31, 2012 your Company had unclaimed matured deposits
 aggregating to Rs.0.63 million. Several reminders have been sent to the
 deposit holders concerned advising them to claim their matured deposits
 from the Company. Presently the Company is not accepting any fixed
 deposits.
 
 CREDIT RATINGS
 
 As informed in the previous Directors'' Report, ICRA has reaffirmed the
 rating of [ICRA] A1  (pronounced as ''ICRAA one plus'') to your Company
 for its CP programme. This is the highest-credit quality rating
 assigned by ICRA to short term debt instruments. ICRA has also
 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 Consortium of Banks. The
 outlook on the assigned rating was ''Positive.''
 
 Your Company is in the process of obtaining revised Credit Ratings from
 ICRA and expects to receive the same before March 31, 2013.
 
 AWARDS AND RECOGNITION
 
 Your Company has received the following Awards and Recognition, which
 has made us all proud:
 
 1.  The Most Admired Footwear Brand (Retail) - Brand equity recognized
 Bata as one of the ''Top most trusted brands'' in November 2012.
 
 2.  Most Admired Large Format Multi Brand Footwear Retailer of the year
 - National Chain Bata - Bata India was awarded the ''Most Admired Large
 Format Multi Brand Footwear Retailer of the Year - National Chain'' by
 the Images Shoes & Accessories forum held at Mumbai in March 2012.
 
 3.  Customer & Brands loyalty awards in the footwear sector - Bata
 India was awarded the ''Customer & Brand Loyalty Award in the Footwear
 Sector '' from AIMIA at the 5th Loyalty Summit, held in Mumbai in
 February 2012.
 
 4.  Most Trusted Brand at the 18th position - The Brand Trust Report
 recognized Bata India as the most trusted brand at the 18th position.
 This ranking is post survey of 16,000 brands out of which only 300 top
 brands were felicitated by the trust advisory.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 As a good corporate citizen in India, your Company discharges its
 Corporate Social Responsibilities (CSR) with due importance and
 considers CSR as a continuous process. Your Company is committed to
 preserved the nature, protect the environment, contribute to the
 economic development, ensure improvement in the quality of life of its
 employees and their families as well as the local communities where it
 operates and also development of the society at a large, specially for
 the under-previleged and differently-abled people.
 
 The following CSR activities have been undertaken by your Company
 during the year 2012:
 
 - Your Company has organized Polio Immunization Campaign, routine
 vaccination awareness camp and polio vaccination in slums near Bataganj
 factory, Patna.
 
 - Your Company is associated with Blood Donation Camp organized by
 Pan India on Bata Children Program day to help children suffering from
 Thalassemia.
 
 - Your Company has celebrated World Environment Day with tree
 plantations in Retail West office. Team also received a certificate of
 appreciation from United Nations Environment Program (UNEP).
 
 - Your Company has celebrated World Literacy Day with street children
 by involving them into different educational fun games and donated
 shoes to them in Gurgaon.
 
 - Your Company has organized Eye Check-up Camp for the children of
 Govt. Middle School, Ramjeechak at Bataganj, Patna and the children of
 Bata Nursery School at Batanagar with an eye safety awareness session.
 
 - Orphan and blind girl children were sensitized to raise awareness
 about girl child rights on the occasion of First International Day of
 the girl child and were given shoes in Kolkata & Patna.
 
 - Your Company saluted the spirit of bravery of young hearts by
 honouring the bravery award recipients who won the National Bravery
 Award presented by the Hon''ble Prime Minster of India on the eve of
 64th Republic Day on January 26, 2013. These children were given shoes,
 socks and bags.
 
 - Under Bata Children''s Program (BCP) India Initiative, this year
 Bata India Limited donated 250 pairs of Black School Shoes to all the
 differently-abled boys and girls in the age group of 7-23 years in deaf
 and dumb school in Gurgaon.
 
 RETAIL
 
 Your Company has continued its strategy of expanding its retail
 operations and has opened 189 new stores in 2012 across metros, tier 1
 and tier 2 cities. The process of opening large format stores and
 renovating the existing stores to foster contemporary appeal has also
 continued with the majority of the stores above 3000 sq. ft. The
 company has renovated more than 50 retail stores and closed / relocated
 more than 60 retail stores. The strategy adopted by the Company has
 resulted in higher sales and improved profitability leading to improved
 financial results achieved by the Company in the year 2012. The Company
 has also continued expansion of its Hush Puppies brand with the opening
 of 15 exclusive new stores and 12 shop-in-shops stores across the
 country. Your Company continues to improve the strategic positioning of
 its retail stores to cater the needs of the customers and stay ahead of
 competition.
 
 All the new retail stores of your Company are made as per Bata''s global
 format, designed by experienced designers and architects, using the
 latest retail techniques and the best quality of furniture to enhance
 stores layout and provide an attractive product display. These new
 stores deliver an enjoyable shopping experience to its customers in an
 aesthetically designed ambience with attentive, friendly and trained
 staff.
 
 Customer Service continued to remain the main focus during the year
 2012. Many new initiatives, e.g., Home Delivery service; E-Commerce
 enabled website and a dedicated call centre for customer queries and
 suggestions, etc., have been introduced to enhance customer
 satisfaction. Extensive training of store staff, customer response,
 research management systems and customer relationship management are
 some of the measures adopted by your Company for improved Customer
 Services.
 
 In order to achieve volume growth your Company has opened 10 new FOOTIN
 stores across India during the year 2012, with a new range of footwear
 for both men and women focusing on fashionable and trendy styles at an
 affordable price. These stores are unique in terms of display and
 ambience and different from other footwear retail stores in India.
 
 Most of the existing brands of footwear sold by your Company viz.,
 Comfit, Ambassador, Mocassino, Scholl, Power, North Star, etc., have
 recorded a healthy growth during the year 2012. Introduction of new
 range of Marie Claire shoes helped your Company gain market share in
 the ladies footwear segment. Bubblegummer continues to remain the most
 favourite brands amongst the children for its comfort and attractive
 designs. New Brands launched in the year 2012 e.g., Sundrops,Angry
 Birds, etc, have generated good response in the market.
 
 Your Company shall continue to expand its retail operations across the
 Country in the future. Opening of large format stores at strategic
 locations, making available the footwear and accessories as per
 customers'' choice in these retail stores and continuous improvement in
 the customer services, shall be the main focus area to enhance your
 Company''s market share in the organized retail footwear industry.
 
 NON RETAIL
 
 Your Company''s Industrial division has grown steadily year after year
 and has created a niche in the safety footwear market in the country.
 The Division is working with a vision to be the No.1 in the country in
 Industrial footwear segment.  Strong initiatives have been taken in the
 year 2012 in the direction of creating technically superior merchandize
 suited to the market needs. The Division also covered newer segments by
 launch of new categories of products for various industrial
 applications and needs of industries, e.g., construction, steel, power,
 etc. A first time launch of product with PU-Rubber sole has been
 planned in the first quarter of the year 2013. This is revolutionary
 advancement over current products used by the smelter & chemical
 industry. A strong back-up support system has been put in place to
 provide personalized service to industrial buyers.
 
 Your Company''s Institutional business has expanded its customer base in
 different segments and is now introducing specialized collections with
 special features for specific needs of various institutions. With its
 new business expansion plan and increased focus on each specific
 segment, e.g., education, defence, hospitality, security agencies &
 service sector, the division is positioning itself as a footwear
 solution provider.
 
 Defence segment has also been the key focus area for the division and a
 large order has been received from Indian Air force.
 
 EXPORT
 
 Your Company''s Export sales in 2012 were Rs 149.82 million compared to
 Rs.169.34 million in 2011.
 
 LOGISTICS
 
 Your Company has a well-organized logistics team at its Corporate
 Office in Gurgaon which controls all transport & warehouse operations.
 Modernization of Retail Distribution Centre (RDC) at Bhiwandi was the
 highlight of the year 2012. Infrastructure at Bhiwandi RDC has been
 upgraded to meet the future requirements of the organization in line
 with growth plans.
 
 The Logistics Team of your Company has successfully implemented the
 barcode enabled warehouse management system at three RDCs, i.e.
 Chennai, Farrukhnagar and Bhiwandi. This initiative has significantly
 increased the Inventory accuracy at RDCs.
 
 Your Company is in the process of consolidating its warehouses across
 the business categories. The consolidation process for Industrial &
 Institutional business with RDCs at Farrukhnagar and Bhiwandi has been
 completed and a detailed consolidation plan of warehouses is currently
 under implementation.
 
 CAPITAL EXPENDITURE
 
 The Capital Expenditure incurred during the year amounted to Rs. 877.59
 million as against Rs. 1,244.97 million (including Batanagar housing of
 Rs. 433.76 million) in 2011. The capital expenditure was predominantly
 due to opening a number of new stores and modernization of old stores.
 Capital expenditure has also been incurred for installation of
 machinery and moulds to modernize the factories and to produce footwear
 of the latest trendy designs.
 
 INDUSTRIAL RELATIONSAND PERSONNEL
 
 Your Company has continuously been working to improve human resources
 competencies and capabilities in the company to deliver results as per
 the plan. Major initiatives and interventions to this effect as taken
 up during the year 2012, are as under:
 
 (i) Building up the best team in all functional areas
 
 During 2012 your Company has recruited 43 Middle and Senior level
 Executives for its various functional areas and Executives moving out,
 retiring, etc. Your Company has endeavoured to get suitable replacement
 with competent people for each position in the organization to ensure
 smooth business operations.
 
 (ii) Creating bench strength and building up capability for future
 growth Executive Development plan
 
 For the third consecutive year, your Company pursued its aim of
 nurturing and developing new talent for various responsibilities by
 successfully training its Executive Trainees. 10 Executive Trainees
 have been hired from various retail management schools, who have
 undertaken training for 9 months under the Executive Development Plan
 (EDP) initiated by the Company in the year 2009. 7 Executive Trainees,
 who successfully completed their training, have been placed as District
 Managers across retail operations chains.
 
 Training and Development
 
 a) District Manager Training
 
 Developing and Training of internal talents continued to be the focus
 area of your Company in 2012. During the year 94 nominated District
 Managers across all retail chains have attended 2 days District Manager
 program.
 
 b) Training of Store Employees and Store Managers/K-Scheme Agents
 
 Training of shop floor employees to improve their knowledge and skill
 levels with an objective to provide excellent customer service in the
 retail stores continued to remain an important aspect. Accordingly,
 training has been conducted for 849 store employees and 265 Store
 Managers / K-Scheme Agents to enhance their performance and
 effectiveness.
 
 c) Training on topic ''5 S'' Japanese system at Bataganj Factory
 
 Training session on ''5 S'' Japanese system on Good Housekeeping
 standards for Managerial Staff, emphasizing on the fact that this
 system gives the potential benefits such as safe working environment,
 improvement in product, etc.
 
 (iii) New Initiatives in the year 2012
 
 a) BEM Interchange Program 2012 successfully launched
 
 Bata Emerging Markets (BEM) Interchange Programme has been launched in
 your Company in the year 2012. Under this programme, participants from
 different countries of Bata World underwent extensive on-the-job
 training for six months to enrich their skills, knowledge, abilities
 and gained practical expertise in their specific area of work. They
 have also been made familiarized with Bata India''s rich culture, values
 and work environment. Similarly, high performing employees from your
 Company have also been given opportunity to work and prove their merit
 in countries, viz., South Africa, Peru, Chile and Indonesia. This
 initiative has surely helped in identifying best talent across
 countries and will further aide in developing them for future roles.
 This program has helped create a bond in unifying Bata as One
 Company, cutting across borders of geography.
 
 b) Talented Step-Up Program
 
 The Step-Up Program Project has commenced under the guidance of the
 representatives of Bata Shoe Organization (BSO) and approximately
 spreads over a duration of three years and is composed of three phases:
 the BSO Assessment, the 1.0 Talented Step Up Program and the 2.0
 Talented Step Up Program. All three phases have been conducted
 recently. Participants for these courses comprised of various
 departments ranging from retail, merchandise to production. The aim of
 the training was to equip participants with the necessary knowledge,
 skills and know-how to progress from being an effective manager to a
 future leader. The Emotional Intelligence training was focused on
 developing the ability to perceive, control and evaluate the emotions.
 The Effective Recruitment training put emphasis on how to recruit
 highly skilled and competent employees. While the Strategic Planning
 training session included possible avenues to develop and implement
 effective strategies.
 
 c) STEP-UP Bata 2012 Event
 
 In 2012, Your Company has launched the Step-Up Bata 2012 Theme in an
 event where 129 employees including District Managers, Retail Managers,
 Buyers-Family, Flagship & Wholesale and Functional Heads were taken to
 a valley of dreams in the outskirts of Manesar. The objective of the
 Meet was to bring everyone on a common platform, build camaraderie,
 know each other, instil team spirit and cascade the business objectives
 of the Company. The Conference gave way to successful SWOT Analysis of
 your Company. The highlight of the event was a glittering Awards
 Ceremony where selected Executives were given Awards in appreciation of
 the business acumen and hard work displayed by them.
 
 d) Revamped Induction Program
 
 Your Company has successfully revamped the induction program of new
 joiners under the umbrella of Kaleidoscope in the year 2012. The
 objective was to inspire a sense of welcome among all new joiners by
 means of inter-departmental interactions, create awareness and
 familiarization with cross functional systems and processes and make
 all employees feel comfortable and seem no complexity in settling down
 at the workplace from their very first day.
 
 e) In-House Newsletter ''Walk of Life'' Launched
 
 Your Company''s in-house Newsletter has undergone metamorphic
 transformation in the year 2012. ''Walk of Life'' features snapshots from
 the events and campaigns organized throughout Corporate Office,
 Manufacturing, Retail Chains and Stores across India. It includes
 snapshots of Celebrations, insight into the career path of Leadership
 Team and their experience, stupendous feat achieved by the children of
 the employees of your Company, accolades won by the Company all that
 and much more make an interesting read inside this quarterly editions.
 The focus of this Newsletter has been towards representing a spectrum
 of identities, characters and voices which are important, informative,
 clear, precise and most importantly, inspirational.
 
 (iv) Celebration of Occasions
 
 During the year under review your Company has celebrated many occasions
 across its factories, offices and retail chains. Some of the
 celebrations were as under:
 
 a) Bata Children''s Program (BCP) India Initiative celebrated Christmas
 with differently-abled School Children in the Deaf & Dumb School in
 Gurgaon.
 
 b) Employees'' Kids Day was celebrated at the Corporate Office at
 Gurgaon.
 
 c) Independence Day was celebrated at the Corporate Office at Gurgaon
 and all other establishments of the Company across India.
 
 d) ''Town Hall'' was organised at the Corporate Office at Gurgaon to
 brief all employees about your Company''s objectives, business
 performance and initiatives to be taken for achieving the long-term
 goals during the year.
 
 FINANCE
 
 The Earning per Share (EPS) of your Company has increased by 20.8%
 (from Rs. 22.11 in 2011 to Rs. 26.70 in 2012) without considering the
 gains from Surplus Property Development in previous year. As mentioned
 in the Annual Report of the previous years, since April 2010, your
 Company is debt-free and the entire capital expenditure has been funded
 through internal sources. Your Company continues to focus on cash
 generation to record positive cash flow during the year under review.
 
 RESEARCH & DEVELOPMENT ACTIVITIESAND ENERGY CONSERVATION
 
 Your Company continued its local Research & Development activities
 during the year in the key areas of product, process, material
 development, footwear moulds, leather and tannery technology with
 emphasis on creating a pollution-free work environment. The in-house
 Research & Development Units of your Company at Batanagar, Bataganj,
 Faridabad and Hosur have obtained recognition from the Department of
 Scientific & Industrial Research (DS&IR) of the Ministry of Science &
 Technology, Government of India. Total expenditure incurred on Research
 & Development was Rs. 46.89 million during the year.
 
 Your Company continues to actively pursue energy conservation measures.
 
 SUPPORT FROM BATA GROUP
 
 Your Company has seamless access to the benefits of technical research
 and innovative programs of the Bata group from Global Footwear Services
 Pte. Ltd., Singapore, for which your Company has paid a fee of Rs.160
 million during the calendar year 2012.
 
 Your Company continues to receive guidance and managerial support in
 its various functions including store layout, marketing, shoe line,
 upgradation of factories, training of managers and guidance from Bata
 Shoe Organization (BSO).
 
 STATUTORY AUDITORS
 
 The Statutory Auditors of the Company - Messrs. S. R. Batliboi & Co.,
 Chartered Accountants, retire at the ensuing Annual General Meeting of
 the Company and have given their consent for re-appointment. Your
 Company has also received their confirmation pursuant to Section
 224(1B) of the CompaniesAct, 1956.
 
 DIRECTORS'' RESPONSE TO THE COMMENTS MADE BY THE AUDITORS IN THEIR
 REPORT
 
 Auditors'' Report read together with Annexure referred to in Paragraph 3
 of the Auditors'' Report do not contain any qualification of significant
 nature. Comments under para xxi of the Annexure to the Auditors'' Report
 are self explanatory and, therefore, require no further comments from
 the Board of Directors.
 
 COST AUDITORS
 
 In compliance with the Order of the Central Government, your Board has
 appointed M/s. Mani & Co., Cost Accountants to carry out the Cost Audit
 of your Company in respect of Footwear. This appointment has to be made
 in each financial year and based on the application of your Company the
 Central Government has approved the re-appointment of the Cost Auditor
 for the financial year ended December 31, 2012. Necessary application
 will be made to the Central Government in due course seeking approval
 to the re-appointment of the Cost Auditors for the financial year
 ending December 31, 2013.
 
 The Cost Audit reports of the Company for the financial year ended
 December 31, 2011 have been filed with the Ministry of Corporate
 Affairs, Cost Audit Branch, Government of India, New Delhi on December
 31, 2012 within the stipulated time as extended.
 
 DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of your Company, Mr. Uday Khanna and Mr. Atul
 Singh, Directors of the Company are due to retire by rotation at the
 ensuing Annual General Meeting and being eligible, offer themselves for
 re-election. Your Board is of the opinion that their continued
 association with the Board of Directors of the Company will be
 beneficial to the Company and hence recommends their re-election.
 
 Mr. Jack Clemons, a Member of your Board of Directors has been
 appointed as the new Chief Executive Officer of Bata Shoe Organization
 (BSO). Your Board is happy to have continued participation and guidance
 of Mr. Jack Clemons as a Non Executive Director on the Board of
 Directors of your Company. Mr. Clemon''s appointment as the new CEO of
 BSO shall help your Board in guiding your Company to achieve its
 objectives going forward.
 
 At the Board Meeting held on July 26, 2012, Mr. Gigi Abraham was
 appointed as the Group Brands Director of the Company for a period of
 five years, subject to approval of the shareholders at the forthcoming
 Annual General Meeting.  The remuneration of Mr. Abraham as Group
 Brands Directors fixed by your Board falls within the overall limits
 specified under the CompaniesAct, 1956 and as approved by the
 Shareholders at the 76th Annual General Meeting held on May 26, 2009.
 
 However, Mr. Abraham vide his letter dated December 19, 2012 tendered
 his resignation. Your Board at their Meeting held on February 26, 2013
 accepted the resignation of Mr. Abraham with effect from December 19,
 2012.
 
 Accordingly, approval of the Shareholders is being sought at the
 forthcoming Annual General Meeting to the appointment and payment of
 remuneration to Mr. Gigi Abraham as Group Brands Director during the
 tenure of his directorship in the Company, i.e. for the period from
 July 26, 2012 to December 19, 2012 (both days inclusive).
 
 BATANAGAR PROJECT
 
 As mentioned in the Annual Reports of earlier years, in April - 2010,
 your Company restructured itsAgreements with the Joint Venture Partners
 with revised terms and conditions for the development of the modern
 integrated township at Batanagar, West Bengal.
 
 Pursuant to the restructuring of these Agreements, Riverbank Developers
 Private Limited (RDPL) ceased to be a jointly controlled entity during
 the previous year. Your Company has already fulfilled its obligation
 towards development of employee housing colony at Batanagar and met its
 obligation towards investment in the factory and retail stores in the
 State of West Bengal as mentioned in the said Order. The development of
 Batanagar Project is in progress and your Company will receive
 approximately 324,550 square feet of constructed space at no additional
 cost in a phased manner from the Developers.
 
 Notwithstanding the aforesaid restructuring of Agreements, your Company
 continues to remain committed to the Government of West Bengal in terms
 of their approval on Batanagar Project. In order to meet its remnant
 obligations, your Company is carrying a liability of Rs. 216 million in
 its books of accounts as on December 31, 2012. Your Company will make
 additional investments to improve and modernize its factory at
 Batanagar and also for revitalization and rejuvenation of its employees
 at Batanagar in the years to come.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO PROVISIONS OF SECTION
 217 (2AA) OF THE COMPANIESACT, 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;
 
 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 financial year, 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 AnnualAccounts on a going
 concern basis.
 
 SUBSIDIARY COMPANIES
 
 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, Government of India, a general exemption has been
 granted from the compliance of Section 212 of the Companies Act, 1956,
 requiring holding companies to attach with their balance sheet, a copy
 of the balance sheet, profit and loss account and other documents of
 each of its subsidiaries, provided that the Board of Directors of such
 companies have given consent, by way of a resolution, for not attaching
 the Accounts & Reports of the subsidiary companies concerned with the
 balance sheet of the Company and that the conditions prescribed in the
 said Circular are complied with. Your Board at their meeting held on
 February 26, 2013 have given their consent for not attaching, inter
 alia, the balance sheet, profit and loss account and other relevant
 reports and statements of its subsidiary companies to the balance sheet
 of your Company as on December 31, 2012 and have also agreed to comply
 with the conditions prescribed in the said Circular.
 
 In view of the above Circular, the balance sheet, profit and loss
 account and other documents and statements of the aforesaid two
 subsidiaries have not been attached to the Balance Sheet as on December
 31, 2012 of your Company.  The Annual Reports -2012 of the aforesaid
 subsidiaries will be made available to the Shareholders of the Company
 upon receipt of written requests from them. The Annual Reports -2012 of
 the aforesaid subsidiary companies will be available for inspection by
 the Shareholders of the Company at the Registered Office of your
 Company and its subsidiaries and also at the Company''s Office at 27B,
 Camac Street (1st Floor), Kolkata - 700 016 between 09.30 a.m.  and
 12.30 p.m. on any working day.
 
 In compliance with the requirements of the aforesaid Circular, a
 Statement showing relevant details for the year ended December 31, 2012
 of Bata Properties Limited and Coastal Commercial & Exim Limited, the
 wholly owned subsidiaries of the Company have been included in the
 Consolidated Financial Statements of the Company which forms part of
 this Annual Report.
 
 CORPORATE GOVERNANCE
 
 Your Company believes that Corporate Governance is a way of life rather
 than something to be carried out under legal compulsion. Your Company
 is committed to the application of the best management practices,
 compliance with law, adherence to ethical standards and discharge of
 social responsibilities. Your Company has introduced adequate checks
 and balances in all spheres of its activities to ensure protection of
 all stakeholders'' interest. Your Company also endeavours to share with
 its stakeholders openly and transparently information on matters which
 have a bearing on their economic and reputational interest. This calls
 for a great degree of judgment and discretion so as not to put business
 and commercial interest of the Company at risk.
 
 Corporate Governance Report as well as Corporate Governance Compliance
 Certificate received from the Statutory Auditors is provided as
 separate Annexure to this Report.
 
 CONCLUSION
 
 Your Board place on record their sincere appreciation for the
 cooperation and support received from investors, dear shareholders,
 customers, business associates, bankers, vendors as well as regulatory
 and government authorities.
 
 Your Board would like to thank the Management of the Company and also
 thank the nominated Directors on the Board and the Major Shareholders
 for their complete support in smooth operations of your Company. Your
 Board is very grateful to the Independent Directors for their valuable
 contributions. All of them despite other business exigencies have
 shared their rich experience and knowledge with the management to take
 your Company forward. Your Board would also like to thank all the
 employees and staff of the Company and wish them all the best for
 achieving many new milestones in the future.
 
                            For and on behalf of the Board of Directors 
 
                                                            Uday Khanna
 
 Gurgaon, February 26, 2013.                                   Chairman
Source : Dion Global Solutions Limited
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