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Bata India Directors Report, Bata India Reports by Directors
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Bata India
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Download Annual Report PDF Format 2011 | 2010
Directors Report Year End : Dec '13    « Dec 12
The Directors have pleasure to present the 81st Annual Report of your
 Company covering the operating and financial performance for the year
 ended December 31, 2013.
 
 FINANCIAL REVIEW
  
                                            2013           2012
                                           (in Rs.
                                            millions)     (in Rs.
                                                           millions)
 
 Gross Turnover                              20,984.06      18,717.54
 
 Less: Excise Duty on Turnover                  332.32         293.01
 
 Net Turnover                                20,651.74      18,424.53
 
 Other Income                                   313.48         299.52
 
 Total                                       20,965.22      18,724.05
 
 Profit/(Loss) before Depreciation and 
 Taxation                                     3,418.21       3,033.39
 
 Less: Depreciation                             591.97         513.75
 
 Profit / (Loss) before Taxation              2,826.24       2,519.64
 
 Provision for Taxation:
 
 - Current Tax                                1,156.01         908.43
 
 - Deferred Tax Charge/ (Credit) (Net)         (237.20)       (101.44)
 
 - Income Tax for earlier year                     -            (3.38) 
  
 Net Profit                                   1,907.43       1,716.03
 
 Profit available for Appropriation           6,576.46       5,288.76
 
 OPERATIONS
 
 For the first time in its history, your Company''s Turnover crossed the
 coveted mark of Rs. 20,000 Million. During the year 2013, your Company
 achieved a total turnover of Rs.20,984.1 Million as compared to the
 Turnover of Rs.18,717.5 Million in the year 2012 - reflecting a growth
 of approx. 12.1%. Your Company recorded a Net Profit of Rs.1,907.4
 Million for the year 2013, which was 11.2% higher than the Net Profit
 of Rs.1,716.0 Million for the year 2012.
 
 Your Company has witnessed constant growth over the past few years,
 which endorses its strong understanding of the consumer needs and
 lifestyle. Your Company has been relentlessly working on improving its
 product offerings through constant research and development. The
 footwear collection has vastly improved over the years and many
 contemporary and fashionable designs of footwear have been launched.
 The new designs have helped your Company to constantly increase its
 customer base while meeting the changing lifestyle needs of the loyal
 customers.
 
 During the year under review, the manufacturing facilities of your
 Company have also been upgraded with introduction of improved quality,
 better technology and materials for producing footwear with a more
 trendy look and comfort to meet the ever-changing market requirements.
 In order to meet its demand for footwear, your Company has also tied up
 with various manufacturers to produce shoes as per its own designs and
 quality standards. Modernization of factories is an on-going process in
 your Company and the same shall continue in the future.
 
 In its strategic pursuit, your Company continues to open approx. 100
 new retail stores every year across India and shut down or relocate
 unviable stores. Most of the new stores are of large format having
 space of more than 3,000 sq. ft. and delicately designed to display
 each category of footwear and accessories. These large format stores
 provide an excellent ambience and delightful shopping experience to the
 customers.  During the year under review, your Company opened 95 new
 stores, including the largest footwear store in India at Viviana Mall,
 Mumbai, covering an area of approx. 28,000 sq. ft. Your Company is
 accelerating its growth focusing on tier II and tier III cities where
 the potential for growth is significant.
 
 The improved performance of your Company over the past few years is a
 testimony to the fact that the Company is moving in the right direction
 and has adopted the right model of growing its business. The Indian
 market offers great opportunities and challenges as well. As the Indian
 consumers become more and more demanding in their choices, preferences
 and tastes, your Company will also gear up to seize these opportunities
 and face the challenges with appropriate strategies. Key Priorities of
 your Company for the year 2014 shall be to expand its presence in
 existing markets as well as in tier II and tier III cities in India.
 Footwear offerings shall continue to focus on the latest fashion and
 trend at affordable prices to attract and serve the younger generation
 of customers.
 
 TRANSFER TO RESERVES
 
 Your Company has transferred a sum of 190.7 Million to General Reserve
 against Rs.171.6 Million transferred last year.
 
 DIVIDEND
 
 The Board of Directors have recommended a final dividend of Rs 6.50 per
 share (i.e., 65% on an equity share of Rs.10/- each) for the year ended
 December 31, 2013, as against Rs.6.00 (i.e.,60% on an equity share of
 Rs.10/- each) paid last year. The payment of aforesaid dividend is
 subject to approval of the shareholders at the ensuing Annual General
 Meeting of the Company and if declared, shall be paid to the
 shareholders from June 04, 2014 onwards.
 
 FIXED DEPOSIT
 
 During the year under review, your Company has transferred to the
 Investor Education & Protection Fund (IEPF) of the Central Government
 the entire amount of Rs. 306,808/- as matured fixed deposits and
 interest accrued thereon, which remained unclaimed/unpaid for a period
 of more than seven years, despite several reminders and communications
 from the Company. Accordingly, your Company has no unclaimed/unpaid
 matured deposits or interest thereon as on December 31, 2013. Presently
 the Company is not accepting any fixed deposits.
 
 CREDIT RATINGS
 
 During the year under review, ICRA Limited has reaffirmed the rating of
 [ICRA] A1  (pronounced as ''ICRA A one plus'') to your Company for its
 Commercial Paper (CP) programme. This is the highest-credit quality
 rating assigned by ICRA Limited to short term debt instruments. ICRA
 Limited 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 Banks. The
 outlook on the assigned rating is ''Positive.''
 
 AWARDS AND RECOGNITION
 
 Your Directors are pleased to inform that your Company continues to
 maintain its leadership position in the organized footwear industry in
 India. Your Company has been the recipient of several awards and
 recognitions. During the year under review, your Company received the
 following Awards and Recognitions:
 
 (i) Brand Equity - The Most Trusted Brand of 2013:
 
 ''BATA'' has bagged the No. 1 position in the FOOTWEAR category - This is
 the second consecutive year that your Company bagged the No.1 spot. The
 brand BATA was catapulted in ranking from 27th position in 2012 to 16th
 position in 2013 - an improvement of 11 positions in overall ranking
 amongst the top 100 brands in India.
 
 (ii) Images Shoes & Accessories Award- 2013:
 
 Bata India has been awarded Images Most Admired National Footwear
 Retail Chain of the Year.
 
 (iii) India''s Most Attractive Brand 2013:
 
 Bata India has been ranked at the 11th position by DNA Newspaper on the
 basis of a survey conducted by research firm TRA amongst the top Brands
 in India.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 Corporate Social Responsibility (CSR) is a continuous commitment of
 your Company for overall economic development and well being of the
 Country. CSR plays an important role in sustainable growth of your
 Company and ensures that your Company discharges its duties towards
 development of the society. As a good corporate citizen in India, your
 Company participates in initiatives that preserves and protects the
 environment and natural resources. Your Company is one of the leading
 Members of the Bata Children''s Program (BCP) of Bata Shoe Organization,
 which contributes immensely to the development and well being of
 under-privileged and differently-abled children, specially the girls,
 across the World.
 
 Your Company has been engaged in various CSR activities throughout the
 year. During the year 2013, CSR activities undertaken by your Company
 included the following:
 
 1.  Arranged for relief material & assistance for the flood-hit victims
 at Uttarakhand. Approx. 15 tons of relief material including food,
 utensils, warm clothes and blankets were distributed amongst the
 survivors of disaster victims at villages in Haridwar and Dehradun.
 
 2.  Organized Blood Donation Camps at the corporate office at Gurgaon
 and at manufacturing units. General Health Check-up was conducted for
 underprivileged children at various schools at Gurgaon and Batanagar.
 
 3.  Organized Self-Defense Training for underprivileged school girls in
 Gurgaon. These underprivileged girls learnt easy self-defense tricks
 through the volunteers to handle difficulties with simulations on
 managing untoward situations. The training workshop boosted the
 confidence of these girls and shall help them fight against various
 odds and challenges that they face in their daily lives.
 
 4.  Conducted Hepatitis-B Vaccination Campaigns at Jharsa Village,
 Gurgaon. More than 280 kids were vaccinated against Hepatitis-B which
 is a serious disease caused by a highly infectious virus that attacks
 the liver which can lead to severe illness, liver damage, etc.
 
 5.  Organized a Tree Plantation Drive at Aravalli Bio Diversity Park,
 Gurgaon. Approx. 700 trees were planted by the volunteers along with
 enthusiastic school children who were introduced to the wonders of
 nature and respect for sustainable resource management. Your company
 had also organized ''Bata Walks Green'' Campaign in manufacturing units.
 Our volunteers planted saplings across our factories to spread
 awareness about environment protection, sustenance, and eco-conscious
 growth.
 
 6.  Govt. Girls Primary School, Gurgaon and Primary & KG School at
 Batanagar were renovated. A multi-purpose Auditorium and a new Computer
 lab had been introduced to the students of Batanagar Primary & KG
 School. The renovation at Govt. Girls Primary School included hygienic
 classroom, safe & comfortable furniture, neat and clean classrooms with
 cartoon characters painted and educational messages written on walls by
 the volunteers.
 
 7.  Under the BCP India initiatives, successfully launched a
 sustainable employee volunteering initiative - Each One Teach One
 Campaign to create awareness on the rights of a girl child, moral
 values, co-curriculum and sport activities. 30 employees of the Company
 are volunteering 1 hour weekly to teach underprivileged girls in a
 Primary School in Gurgaon.
 
 8.  Rain Water Harvesting projects of your Company continued near Bata
 House, Gurgaon and at its Hosur Unit, where rain water collected from
 the plot is being used for recharging of borewell and rain water
 collected from the roof is being used for washrooms and in lawns and
 gardens.
 
 Your Board is aware that the Government of India has included Section
 135 under the new Companies Act, 2013, encouraging certain class of
 companies in India to spend 2% of average net profits of three years
 towards CSR. The provisions of the new Act are yet to be notified. Your
 Company will take appropriate steps to meet the requirements under the
 Companies Act, 2013 in due course.
 
 RETAIL
 
 The process of opening large format stores and renovating the existing
 stores to foster contemporary appeal continued during the year 2013.
 Your Company has opened 95 large format stores (approx. 3000 sq. ft. or
 more) and renovated/ relocated / closed unviable retail stores across
 India. The strategy adopted by your Company has resulted in higher
 sales and profitability year-on-year as demonstrated in financial
 results of the Company.
 
 Your Company continues to introduce contemporary and fashionable
 designs in its product range. Special attention has been provided to
 improve the quality and style of footwear in each category. In every
 season throughout the year 2013, your Company improved its footwear
 collections in stores to suit the needs and desires of the customers.
 An exclusive range of ladies footwear and a variety of products for the
 kids and children were launched, which have been well accepted by the
 customers. Your Company continued to be the market leader in Men''s
 formal footwear, with Ambassador, Comfit, Moccasino - all brands
 recording a high growth. In ladies segment, Marie Claire and Sundrop
 brands of footwear have recorded a good growth. Your Company''s footwear
 range for the children - Bubblegummer and Angry Birds continued to be
 the most favourite brands in India. Evergreen brands of your Company,
 viz., Power, North Star, Scholl and Weinbrenner - all have registered
 growth in volume in the year 2013 as compared to the previous year
 2012.
 
 HUSH PUPPIES
 
 Your Company''s premium Brand - Hush Puppies has been expanding in line
 with the overall retail expansion program and continues to open
 exclusive stores and shop-in-shop stores in premium departmental
 stores. At the end of year 2013, Hush Puppies had 34 exclusive stores
 and 37 shop-in-shops. Hush Puppies lives the brand vision of Treating
 the World to their favorite shoes with exclusive retail stores, unique
 products and exciting brand image. Hush Puppies range of footwear shall
 continue to focus on comfort with contemporary styling, to attract
 younger consumers to the brand. Your Company shall invest in various
 marketing plans to re-position the brand in the minds of consumer as
 international premium lifestyle casual footwear brand in India.
 
 FOOTIN
 
 Your Company''s new retail concept - FOOTIN offers a new range of
 footwear focusing on affordable fashion and trendy styles. In FOOTIN
 stores, customers can get fashionable, young looking and affordable
 footwear presented through a high-density display concept. It is one of
 the new business models with a different approach to improve volume
 growth of your Company. During the year under review, your Company has
 opened 8 new FOOTIN stores across India, 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.
 
 E-COMMERCE
 
 The year 2013, certainly would be counted among the most active years
 for E-commerce division of your Company. Your Company generated a
 volume growth of almost 100% in on-line business during the year 2013
 as compared to the previous year 2012. Your Company''s E-Commerce
 business reached approx. 750 cities across India with its shipments. In
 order to attract more e-customers, new partnerships have been entered
 into by tying up with leading on-line players e.g., Flipkart, Jabong,
 E-bay, HomeShop18, Myntra, Rediff, Indiatimes, etc. As a part of the
 strategy, Cash on Delivery service was launched for the end customer to
 facilitate the shopping ease. Your Company''s website www.bata.in has
 experienced a tremendous growth in traffic of approx. 2.5 Million
 visitors. Customer Service remained a focused area for the E-Commerce
 business of your Company with a dedicated team continuing to serve its
 on-line patrons.
 
 Your Company will further strengthen its E-Commerce business and
 establish lasting relations with the existing and new partners. The
 focus would remain on customer service and swift operations to ensure
 that the customers get their footwear in good condition and well in
 time. The existing website www.bata.in shall also be upgraded with new
 and exciting features for the customers. High importance is being given
 to the social media network to ensure that the customers on the social
 platform are satisfied with the product and services being rendered by
 your Company.
 
 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 moulds 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 in
 the year 2013 as compared to the previous year.  The strategy to focus
 on segments like defence, canteens, education, corporate, etc. has been
 fruitful and resulted in achieving good market penetration. 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 year under review, your Company has further strengthened its
 customer care division. Effective and satisfactory customer service
 continued to delight the customers at various points, i.e., starting at
 retail stores, during the sale interaction, post sales services at
 Customer Help Desk and obtaining feedback from the customers. A new
 initiative - Passion to Serve program has been adopted for the sales
 personnel which entitles them to periodic promotions. An exclusive
 Customer Help Desk has been in place to assist the customer and to
 locate stores, inform product availability, process online orders and
 to acknowledge all their valuable feedback. On the Digital Space,
 through Facebook, your Company has entered into over 100,000 customers''
 personal space and acquired more than 150,000 Like on Bata Facebook
 page.
 
 EXPORT
 
 Your Company''s Export sales in 2013 were Rs.147.1 Million compared to
 Rs.149.8 Million in 2012. Various plans are being explored to improve
 Export volume of the Company in the future.
 
 LOGISTICS
 
 Your Company has a well-organized Supply Chain team at its Corporate
 Office in Gurgaon which controls the demand planning, replenishment,
 transportation and warehousing operations. Introduction of a new Supply
 Chain Planning processes has been the key highlight for the year 2013.
 Critical initiatives on implementation of new Supply Chain Planning
 processes will ensure right products at right stores at the right time
 in right quantities and right sizes, which will improve efficiency and
 reduce cost of holding inventory. This process is being implemented in
 a phased manner and shall cover all the Retail Distribution Centers
 (RDCs) of your Company. This initiative will reduce the out of stock
 events at retail stores thereby improving the customer service levels.
 
 Supply Chain team has also undertaken an initiative to consolidate all
 the warehouses in Delhi NCR region. A detailed modernization and
 consolidation plan of warehouses in other regions also has been planned
 in the current financial year.
 
 CAPITAL EXPENDITURE
 
 The Capital Expenditure incurred during the year amounted to Rs. 774.6
 million in 2013, which was predominantly due to opening of a number of
 new stores and modernization of existing stores. Capital Expenditure
 has also been incurred for installation of machinery and moulds to
 modernize our factories.
 
 INDUSTRIAL RELATIONS AND PERSONNEL
 
 Your Company has continuously been working to improve human resources
 competencies and capabilities in the company, which is critical to
 achieve results as per the plan. Major initiatives and interventions to
 this effect as taken up during the year 2013, are as under:
 
 Building up the best team in all functional areas
 
 During 2013 your Company has hired 171 middle and senior level
 Executives for its various functional areas to replace the people
 moving out, retiring, etc. with professionals having better
 qualifications and experience.
 
 Creating bench strength and building up capability for future growth
 
 Executive Development plan
 
 For the fourth consecutive year, your Company pursued its aim of
 nurturing and developing new talent for various responsibilities. Eight
 Executive trainees have been hired from various retail management
 schools and trained for 9 months under the Executive Development Plan
 (EDP). Five Executive Trainees, who successfully completed their
 training under EDP, 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. 96 nominated District Managers across all retail
 chains attended 2 days District Managers'' Training program.
 
 b) Training of Store Employees and Store Managers/K-Scheme Agents
 
 Imparting Training to store employees to improve their knowledge and
 skill levels with an objective to provide better customer service in
 retail stores remained a key focus are in the year 2013. Training was
 conducted for 1,251 store employees and 317 K-Scheme Agents/Store
 Managers to enhance their performance and effectiveness.
 
 FINANCE
 
 The Earning per Share (EPS) (Basic and Diluted) of your Company at
 Rs.29.68 reflects an increase by approx. 11% as compared to EPS of
 Rs.26.70 in the previous year. 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 continued its local Research & Development activities
 during the year under review. These R&D activities included
 technological improvement in all key areas, e.g., product development,
 process development, material development, footwear moulds, etc. with
 emphasis on creating a pollution-free work environment. Total
 expenditure incurred on Research & Development was approx. Rs. 7
 Million during the year. Your Company continues to actively pursue
 energy conservation measures. During the year under review, savings of
 energy cost worth approx.  Rs.5.5 Million was achieved through
 replacement of conventional tubes with energy efficient lights,
 installation of energy efficient screw compressors and adopting other
 measures in its manufacturing units.
 
 SUPPORT FROM BATA SHOE ORGANIZATION
 
 Your Company continues to receive assistance and benefits of technical
 research and innovative programmes 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 01, 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
 fee of Rs.185 Million to GFS during the calendar year 2013.
 
 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 also received their confirmation pursuant to Section
 224(1B) of the Companies Act, 1956.
 
 COST AUDITORS
 
 In compliance with the Central Government''s Order dated November 06,
 2012, your Board at the Board Meeting held on February 26, 2013 has
 re-appointed M/s. Mani & Co., Cost Accountants to carry out the Cost
 Audit of the Company in respect of Footwear. However, the Cost Audit
 Branch of the Ministry of Corporate Affairs, Government of India is yet
 to make the said Order effective. Your Company will file e-Form 23C as
 and when the said e-Form 23C is modified by the Central Government in
 line with the aforesaid Order.
 
 The Cost Audit Report of the Company for the financial year ended
 December 31, 2012 was filed by M/s. Mani & Co., with the Cost Audit
 Branch, Ministry of Corporate Affairs, Government of India, on June 11,
 2013.
 
 DIRECTORS
 
 There has been no change in composition of your Board of Directors
 during the year under review. The Ministry of Corporate Affairs,
 Government of India has included various provisions under the Companies
 Act, 2013 relating to composition of the Board of Directors and
 Committees of the Board of Directors of Indian companies. However,
 these provisions of the Act are yet to be notified. Your Company will
 take appropriate steps to reconstitute its Board of Directors and
 Committees thereof to comply with the requirements of the new Companies
 Act, 2013 and Rules framed there under in due course.
 
 In terms of the provisions of the Companies Act, 2013 (to the extent
 applicable), your Board of Directors at their Meeting held on October
 30, 2013 appointed Mr. Rajeev Gopalakrishnan, Managing Director as the
 ''Chief Executive Officer (CEO)'' of the Company with immediate effect.
 At the said Board Meeting your Board has also appointed Mr. Ranjit
 Mathur, Director Finance as the ''Chief Financial Officer (CFO)'' of the
 Company with immediate effect.
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of your Company, Mr. Jorge Carbajal and Mr.
 Akshay Chudasama, Directors of the Company are due to retire by
 rotation at the ensuing Annual General Meeting of the Company and being
 eligible, offer themselves for re-election. The Board of Directors of
 your Company are of the opinion that their continued association with
 the Board will be beneficial to the Company and recommend their
 re-election.
 
 STATUS OF BATANAGAR PROJECT
 
 In terms of the Order of the Government of West Bengal, total
 obligation on the Company towards development of employee housing
 colony at Batanagar was Rs.650 Million. The Company has already
 received 315,000 sq. ft. of constructed space at Batanagar Project from
 Riverbank Developers Private Limited (RDPL), the developers of the
 project and had recorded a liability of Rs.216.2 Million in earlier
 years for obligation yet to be fulfilled towards the balance 325,000
 sq. ft. constructed space. As per the Development Agreement entered
 into between RDPL and the Company in the year 2010, any liability
 arising on account of non-compliance of the terms and conditions of the
 aforesaid Order of the Government of West Bengal will be borne by RDPL.
 
 Your Company alongwith RDPL has approached the Government of West
 Bengal for extension of the time limit for completion of Batanagar
 Project, and obtained their in-principle approval. The revised Order is
 awaited. During the year, the Company has signed an Addendum to the
 aforesaid Development Agreement whereby the Company shall receive
 332,030 sq. ft. of constructed space in Batanagar Project against the
 balance 325,000 sq. ft. of constructed space from RDPL.
 
 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;
 
 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 Annual Accounts 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, your Board of Directors at
 their meeting held on February 12, 2014 have 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 December 31, 2013 and have
 also agreed to comply with the conditions prescribed in the said
 Circular.
 
 The Annual Reports-2013 of the aforesaid subsidiaries will be made
 available to the shareholders of the Company upon receipt of written
 requests from them. The Annual Reports-2013 of the aforesaid subsidiary
 companies will also be kept for inspection by the shareholders of the
 Company at the Registered Office of the 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, 2013
 in respect of Bata Properties Limited and Coastal Commercial & Exim
 Limited, the wholly owned subsidiaries of the Company have been
 included in the Financial Statements of the Company which forms 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 Corporate Governance Compliance Certificate received from
 M/s. S. R.  Batliboi & Co., LLP, Chartered Accountants, the Statutory
 Auditors, are attached as separate Annexure to this Report.
 
 CONCLUSION
 
 Your Board places on record its sincere appreciation for the
 co-operation and support received from investors, shareholders,
 customers, business associates, bankers, vendors as well as Regulatory
 and Government authorities.
 
 Your Board would like to thank the major Shareholder and other group
 companies of Bata Shoe Organization for their guidance, support and
 co-operation in smooth operations of the Company. Your Board is ever
 grateful to the independent Directors for sharing their valuable
 experience and wisdom with the Management in the process of finalizing
 strategic decisions and oversight of the Company.
 
 Your Board appreciates the invaluable contribution of the Senior
 Management Team for their leadership and all the employees of the
 Company for their indefatigable efforts which plays a pivotal role in
 achieving the objectives of the Company.
 
                     For and on behalf of the Board of Directors
 
 Place : Gurgaon                                     Uday Khanna
 
 Date : February 12, 2014.                              Chairman
Source : Dion Global Solutions Limited
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