The Directors present their Annual Report together with the Statement
 of Accounts for the year ended 31 March 2011.
 
 1.  FINANCIAL RESULTS
 
                                                        Rs. MM
 
 Particulars                         Year ended
                                     31 March 11     Year ended
                                                     31 March 10
 
 Gross sales                             42,460        34,266
 
 Other income                               588           508
 
 profit from operations                    1,794         1,248
 
 (PBT before other income,
 fnance costs and exceptional
 items)
 
 profit before tax                         1,981         1,208
 
 Less: Tax                                  528            43
 
 Net profit                                1,453         1,165
 
 Add: profit brought forward               1,448         1,096
 
 profit available for
 appropriation                            2,901         2,261
 
 Less: Proposed dividend                    776           597
 
 Less: Tax on dividend                      126            99
 
 Less: Transfer to general                  146           117
 reserve
 
 Balance carried forward to               1,853         1,448
 
 Balance sheet
 Net cash flow from
 operating activities                     2,431         2,039
 
 2.  OVERVIEW OF COMPANY PERFORMANCE
 
 In an environment that is becoming increasingly competitive and in a
 business whose profit and profitability are greatly impacted by commodity
 infation, profit from operations increased from Rs. 1,248 MM to Rs. 1,794
 MM. Your Company added Rs. 8,194 MM to the gross sales, which grew 23.9%.
 Earning per Share was Rs. 12.16. The tables below show trends in
 performance across key parameters:
 
 In 2010-11 the unprecedented infationary pressures on the consumer food
 basket continued, as did commodity infation for the food industry.
 
 Against this adverse economic scenario and continued competitiveness
 that eroded the overall industry profit pool, your Company continued to
 focus on its growth strategy, led by its Power Brands and at the same
 time restructured operations to reduce cost. Britannia bakery brands
 including cake, rusk and bread grew 23.9% with biscuit brands outpacing
 market growth.
 
 Your Company addressed the cost challenge by signifcantly reducing cost
 through consolidating operations, re-structuring manufacturing units,
 reducing complexity and eliminating wastages in the value chain. Your
 Company will continue and intensify the thrust on cost effectiveness in
 the coming year as well.
 
 Your Companys focus on building new capabilities and a robust pipeline
 of innovation resulted in several new launches. Coupled with leading
 edge go-to-market approaches these innovations tap new sources of
 growth and profitable revenue, while building brand differentiation and
 relevance.  Launches in the Indulgence portfolio continued with
 ‘Treat-O and ‘GoodDay Choconut and ‘GoodDay Chocochip cookies. Your
 Company further strengthened its entry in the mass cookies segment
 through the launch of ‘Tiger Krunch cookies in Fruit n Nut and
 Chocochip variants. Your Company also entered the functional health
 segment with the launch of specially formulated Diabetic-friendly
 biscuits under the Nutrichoice brand. On-the- go consumption at the Rs.
 5 price point has been a thrust area.
 
 2010-11 saw your Company entering new consumption segments, with the
 pilot launch of Breakfast Cereals - ‘Britannia Healthy Start in
 Mumbai. This is a delicious and healthy ready-to- cook range of
 breakfast options like porridge, oats, upma and poha mixes.
 
 The Companys Dairy operations represent a big pillar for growth.
 Despite an unexpected infation in milk prices, growth has been
 accelerated in the Dairy vertical and synergies are being secured with
 the Britannia bakery business. Operations have also been streamlined
 for superior profitability and there have been sustained activities in
 the highly competitive cheese portfolio. Investment in new innovations
 - Actimind, Dahi, UHT Milk, Tiger Zor choco-milk was also strengthened.
 
 Growth momentum continued and escalated in the emerging categories –
 Breads, Cakes and Rusks. Your Company is investing behind these
 categories and building consumer relevance and brand differentiation
 through new products, new consumption moments as well as through new
 communication.
 
 Export out of India continues to grow rapidly at over 30%. Your Company
 has added dairy products to its exports range. During the current year
 the Company is expanding the range of products and opening new channels
 of distribution in key markets.
 
 While the business environment continued to be challenging and
 competitive, consumers continued to buy and consume more of the
 Companys brands, more often. Your Company was ranked as the ‘Most
 Respected FMCG Company by Business World.  Consumers once again voted
 brand Britannia as # 1 ‘Most Trusted Food Brand and # 5 ‘Most
 Trusted Brand across all product categories in an independent survey
 conducted by A C Nielsen and The Economic Times. Brand Britannia also
 entered the Hall of Fame as it has been voted among the Top 10 Most
 Trusted Brands for a continuous period of 10 years.
 
 Britannia won the prestigious IMC Ramkrishna Bajaj National Quality
 performance excellence trophy 2010 for two of its units – the Rudrapur
 factory and the cake factory in Mangaldoi.
 
 The Britannia Nutrition Foundation (BNF) was founded in this year and
 on the eve of National Nutrition Week (1 September 2010), BNF organized
 a symposium Indias Malnutrition: Combating the Hard Core in New
 Delhi. The symposium saw huge participation and engagement with 19
 international and national speakers of repute and expertise, and a 200
 strong audience comprising the government sector, the development
 sector, the medical and scientifc fraternity.
 
 3.  CONSOLIDATED FINANCIAL RESULTS
 
 Your Company has prepared Consolidated Financial Statements in
 accordance with Accounting Standard 21(AS21) issued by the Institute of
 Chartered Accountants of India. The Consolidated Statements refect the
 results of the Company and those of its Subsidiaries and Associates. As
 required by Clause 32 of the Listing Agreement with the Stock
 Exchanges, the Audited Consolidated Financial Statements together with
 the Auditors Report thereon are annexed and form part of this Annual
 Report.
 
 The Consolidated turnover of the Company for the year ended 31 March
 2011 was Rs. 46,378 MM.
 
 The Consolidated Net profit of the Company for the year ended 31 March
 2011 was Rs. 1,343 MM compared with Rs. 1,032 MM in the previous year.
 
                                                   Rs. MM
 
 Particulars                     Year ended      Year ended
                                 31 March 11     31 March 10
 
 Gross sales                          46,378          37,963
 
 Other income                            649             582
 
 profit from operations                 1,700           1,046
 (PBT before other
 income, fnance costs
 and exceptional items)
 
 profit before tax                      1,871           1,087
 
 Net profit                             1,343           1,032
 
 Performance of Subsidiaries and Associates is presented below:
 
 SUBSIDIARIES AND ASSOCIATES
 
 Your Directors present herewith a broad overview of the operations and
 financials of Subsidiaries and Associates of your Company.
 
 Britannia Dairy Private Limited (BDPL)
 
 During the current year, the Company operated in a highly infationary
 environment and faced huge cost pressures owing to the surging price of
 milk which increased by around 17% compared to the previous year. In
 spite of this the business grew profitably by focusing on its value
 added portfolio like cheese and registered a turnover of Rs. 2,185 MM
 compared to Rs. 1,888 MM in the previous year - a growth of 16%.  The
 business recorded a net profit of Rs. 42 MM (after considering an
 amortization charge of Rs. 130 MM) compared to a net loss of Rs. 344 MM
 (including an amortization charge of Rs. 498 MM) in the previous year.
 Your Company managed this by aggressively controlling costs and
 improving realization for its products in a very competitive market.
 
 With more value-added products in the pipeline, your Companys dairy
 vision continues to be anchored in building differentiation by giving
 delightful consumer experiences. The plan is to accelerate profitable
 growth by augmenting and leveraging sales and distribution and
 accessing new geographies.
 
 Daily Bread Gourmet Foods (India) Private Limited (Daily Bread)
 
 Daily Bread is a manufacturer and retailer of premium, gourmet bakery
 products, including specialty breads, cakes and cookies which it sells
 to institutional, modern trade and retail segments.  In 2010-11 Daily
 Bread expanded its retail and franchisee operations in Bangalore and
 Hyderabad.
 
 Daily Bread has achieved a turnover of Rs. 192 MM during the year as
 against Rs. 147 MM in the previous
 
 year registering a growth of over 31%. Daily Bread has made signifcant
 improvement in its operations to achieve cash break-even for the year,
 compared to cash loss of Rs. 37 MM in previous year.
 
 Strategic Food International Company LLC, Dubai (SFIC)
 
 Despite the challenging global economic scenario and a real population
 decline in Dubai, UAE where the Company has a sizeable presence, the
 Company increased sales by 12% to AED 110.8 MM (Rs. 1,343 MM) for the
 year ended 31 March 2011 as against the previous years levels AED 99.3
 MM (Rs. 1,280 MM).  For the year ended 31 March 2011, SFIC posted a net
 loss of AED 10.8 MM (Rs. 131 MM), compared to a net loss of AED 14.4 MM
 (Rs. 185 MM) for the previous year. A new CEO was recruited in September
 2010 to lead the business to the next level.
 
 During the year, the Company increased its market share in the GCC
 region and made signifcant brand investments. These initiatives have
 strengthened the Companys competitive position, with share gains in
 all markets in the GCC where the Company operates.  The recent upheaval
 in North Africa has affected business in markets such as Libya but the
 Company is confdent that this will be made up in other markets.
 
 Al Sallan Food Industries Company SAOC (ASFI)
 
 Sales for the year ended 31 March 2011 were recorded at Omani Rials
 (OMR) 7.52 MM (Rs. 869 MM) as against OMR 7.56 MM (Rs. 924 MM) for the year
 ended 31 March 2010. Unrest in Sohar led to loss of production in
 February and March 2011.  The Company for the frst time since its
 inception recorded a net profit of OMR 0.15 MM (Rs. 18 MM) for the year
 ended 31 March 2011 compared to a net loss of OMR 0.68 MM (Rs. 83 MM) in
 previous year, after considering an interest waiver from the National
 Bank of Oman of OMR 0.63 MM (Rs. 74 MM) following the early settlement of
 the outstanding loan. profitability was adversely affected owing to
 increase in commodity prices and lower sales due to the challenging
 global economic scenario.
 
 Investment Companies
 
 M/s. Boribunder Finance and Investments Private Limited (Boribunder),
 M/s. Flora Investments Company Private Limited (Flora) and M/s. Gilt
 Edge Finance and Investments Private Limited (Gilt Edge) form the
 Investment Associates of your Company.  Boribunder is a wholly owned
 subsidiary of your Company.
 
 The combined revenue and profit of the investment companies for the year
 ended 31 March 2011 was Rs. 30.49 MM and Rs. 23.80 MM respectively.
 
 Further, pursuant to Section 4 of the Companies Act 1956, the following
 companies engaged in manufacture of biscuits at various locations are
 also deemed to be subsidiaries of your Company. The Gross Income and
 Net profit of the said subsidiaries during 2010-11 are as under:
 
                                                  Rs. MM
 
 Name of Subsidiary                      Gross          Net
                                        income        profit
                                                     /(loss)
 
 International Bakery Products            139           0.7
 Limited, TC Balam
 
 J B Mangharam Foods Private              183           7.1
 Limited, Gwalior
 
 Manna Foods Private Limited,               2           0.07
 Kolkata
 
 Ganges Vally Foods Private               136          (0.98)
 Limited, Kolkata
 
 Sunrise     Biscuit     Company          821          (23.0)
 Private Limited, Guwahati
 
 Britannia and Associates (Mauritius) Private Limited (BAMPL)
 
 BAMPL, a Company formed in Mauritius and a wholly owned subsidiary of
 the Company, is the holding company of Britannia and Associates (Dubai)
 Private Co. Limited, a Jebel Ali Free Zone Company, which in turn holds
 investments in Strategic Food International Co. LLC, Dubai and Al
 Sallan Food Industries Company SAOC, Oman.
 
 The combined revenue and loss of holding companies for the period ended
 31 March 2011 were USD 0.35 MM (Rs. 16.02 MM) and USD 0.45 MM (Rs. 20.23
 MM) respectively.
 
 Welfare Companies
 
 Britannia Employees General Welfare Association Private Limited,
 Britannia Employees Educational Welfare Association Private Limited and
 Britannia Employees Medical Welfare Association Private Limited are the
 three other Associates of your Company. These are companies limited by
 guarantee, have no share capital and have been set up for general,
 educational and medical welfare of the employees of your Company. They
 are not engaged in any commercial activity.
 
 4.  DIVIDEND
 
 The Board of Directors is pleased to recommend a dividend of 325% on
 the paid up equity share capital of the Company, which works out to Rs.
 6.50 per share, for consideration and approval by the shareholders at
 the Annual General Meeting.  The total payout amounts to Rs. 902 MM
 including dividend distribution tax of Rs. 126 MM.
 
 5.  BRANDS
 
 Brands provide the momentum for business growth and during the year,
 investment in Research and Development, Advertisement and Sales
 Promotion increased by 12.7% and coupled with the renovation and
 innovation efforts, resulted in 23.9% growth.
 
 Several new and renovated offerings were successfully introduced across
 the entire portfolio that include Milk Almond Cookies, Fruit Dhamaka
 Cookies, Tiger Krunch - Fruit n Nut/Chocochips,
 
 Diabetic friendly biscuits under Nutrichoice, Time Pass Toasted snack
 variants, Maska Chaska variants, Treat-O and GoodDay - Chocochips and
 Choconut.  Signifcant introductions in Bread and Cake include Sweet
 Bread, Milk Bread, Healthy Slice Bread, Premium Sandwich variants and
 Fruit chunk cakes, and provided signifcant impetus to the Bread and
 Cake business.
 
 Your Company continues to invest signifcantly in its
 capability-building and structured innovation process, which is
 refected in the launch of varied and differentiated offerings to
 strengthen the business.  Your Company has also initiated the process
 for breakthrough innovations through interactions with reputed
 institutions, which is expected to help build a strong platform for
 sustained and signifcant business leadership and growth.
 
 Signifcant innovation in packaging has led to the introduction of
 attractive and cost-effective new packs catering to increasing purchase
 and consumption both in-home and out of home.
 
 6.  SUPPLY CHAIN
 
 The singular focus of supply chain has been to improve availability of
 stocks and reduce overall cost. A continuous focus on availability
 through specifc projects in the customer service area improved the
 availability of SKUs at depots and with customers. New tools have been
 introduced for price discovery and this has brought in vendors with new
 capability. Further, a focused effort was made to improve volumetric
 utilization of trucks, which led to good savings. In addition, an IT
 tool was used to generate the optimum network and this was rigorously
 followed to deliver the least cost in manufacturing and distribution.
 
 7.  QUALITY STANDARDS
 
 Each year your Company re-visits its quality standards and makes them
 more stringent.
 
 Your Companys Rudrapur Unit (Biscuits) and one of its Contract
 Packers, Sunandram Foods Private Limited at Guwahati (Cakes) have been
 awarded the Performance Excellence Trophy in Manufacturing by The
 Indian Merchant Chambers and Ramkrishna Bajaj National Quality Awards
 Committee which includes a Crystal Trophy, a certifcate and a Citation.
 The requirements for this award are based on the Malcolm Baldridge
 model of the US.
 
 It is your Companys endeavor to deliver excellence in quality and
 there are specifc programs in place to pervasively drive this quality
 culture.
 
 To strengthen the Companys capability for exports to EU, its Contract
 Packer, M/s. Uttam Foods at Khopoli (Maharashtra) has been certifed for
 BRC (British Retail Consortium) Standards.
 
 8.  MANUFACTURING OPERATIONS
 
 Your Company has revised its manufacturing footprint to support
 profitable growth. In that context, capacities were created at relevant
 locations to meet demand. Additionally, there was the continual focus
 on de-bottlenecking existing capacities and improving the productivity
 levels at current units.
 
 The creation of these capacities and capabilities has helped the
 Company deliver the volume growth at improved customer service levels
 and lower costs.
 
 9.  INFORMATION TECHNOLOGY
 
 Your Company continues to invest in Information Technology to improve
 operational effciencies and enhance productivity. During the year a
 business intelligence system was implemented to enable effective
 analysis of secondary sales information to drive top line growth by
 identifying new opportunities. A project has also been initiated to
 connect the contract manufacturing units and depots to the Companys
 data centre in Bangalore through a more effcient network to ensure
 faster response to IT systems.
 
 During the year, your Company also consolidated its core ERP
 infrastructure using new generation servers leading to signifcant
 reductions in energy/ power consumption and enhanced effciencies.
 
 10.  ENVIRONMENT AND SAFETY
 
 Several initiatives were continued by the Company as part of energy
 saving measures including a new generation oven piloted in one of its
 own units. The drive for energy conservation is always a key priority
 and your Company continually strives to achieve this through process
 improvements and through enhancing equipment capability. Environment
 friendly fuels like propane, LPG, PNG and biodiesel were used for
 baking purposes wherever such fuels were available, to reduce
 pollution.
 
 As part of its overall safety initiatives, your Company has implemented
 several safety measures at its Corporate Offce at Bangalore mainly in
 terms of:
 
 . Implementation of Fire Safety Measures in compliance with National
 Building Code and Fire Norms
 
 . Creation of Emergency Control Room
 
 . Emergency Preparedness and Evacuation
 
 11.  CORPORATE SOCIAL RESPONSIBILITY (CSR)
 
 Your Company continues to pursue its Corporate Responsibility by
 driving the Health and Nutrition agenda in India. Your Company is
 moving along the path of Better for You products and Good for You
 products. Better for You includes initiatives of removal of unhealthy
 content like transfat which the Company undertook three years ago and
 continues to be the leading Company doing the same. Your Company now
 has a portfolio of Good for You products which are vitamin and
 mineral enriched – these products constitute 55% of your Companys
 product portfolio. In the last year, your Company pioneered
 energy-snacks specially created for people with diabetes – Nutrichoice
 Diabetic Friendly Essentials. As you would be well aware, India is the
 Diabetes capital of the world.
 
 Another well documented statistic is that India suffers from wide
 spread micronutrient defciency - the most notable being Iron Defciency
 or Anaemia which affects 70% of the Indian population. Your Company
 continues to support several NGOs by supplying specially formulated
 Iron Fortifed Biscuits.
 
 Your Company pursues relevant partnerships with key organizations in
 Nutrition like GAIN (Global Alliance for Improved Nutrition), UNWFP
 (United Nations World Food Program), WBI (World Bank Institute), CGI
 (Clinton Global Initiative), etc. Your Company has been recognized for
 its CSR efforts in the last year by the eminent Rotary Club of India
 and the Navjyoti Foundation.
 
 Your Company also set up the Britannia Nutrition Foundation which seeks
 to Secure every childs right to growth and development through good
 food everyday. The objective of the Britannia Nutrition Foundation is
 to work in three core areas - Scientifc Knowledge Building and
 Dissemination, Education and Awareness building at grass root levels,
 Creating a Platform for Action. Your Company organised an international
 symposium on 1 September 2010 in New Delhi coinciding with the National
 Nutrition Week.  The symposium was titled Indias Malnutrition -
 Combating the Hard Core. It had 19 international and national speakers
 of eminence from the scientifc and medical fraternities, the
 bureaucracy as well as the development sector. The symposium brought to
 light the success stories from around the world in combating
 malnutrition along with the scientifc advancements in the area. The
 fnal session of the symposium saw a healthy panel discussion on
 creating a platform for action in India.
 
 Your Company also sponsors and participates in health and nutrition
 seminars to further the cause of awareness building. Some of them are:
 
 . International Symposium on Transfats, Delhi, April 2010
 
 . Sponsorship of Diabetes Blue Fortnight, World Diabetes Day, 14
 November 2010
 
 . 55th Annual National Conference of IPHA (Indian Public Health
 Association), Belgaum, January 2011
 
 . 1st National Conference on Nutritional Anaemia, LTMG Hospital,
 Mumbai, January 2011
 
 12.  SUB-DIVISION OF EQUITY SHARES
 
 In terms of the approval accorded by the shareholders at the Annual
 General Meeting held on 9 August 2010, each equity share of the face
 value of Rs. 10 each fully paid up was sub-divided into 5 equity shares
 of the face value of Rs. 2 each fully paid up on and from 9 September
 2010 (the Record Date fixed by the Board for the purpose).
 
 13.  VOLUNTARY DELISTING OF EQUITY SHARES
 
 The Companys equity shares were voluntarily delisted from the Calcutta
 Stock Exchange Limited (CSE) with effect from 12 January 2011 in terms
 of the SEBI (Delisting of Equity Shares) Regulations, 2009. However,
 the Companys equity shares continue to be listed on the Bombay Stock
 Exchange Limited (BSE) and the National Stock Exchange of India Limited
 (NSE) having nation wide terminals.
 
 14.  PENSION
 
 In respect of the notice received from the Commissioner of Income Tax
 (CIT), Kolkata in April 2007, to the Companys Covenanted Staff Pension
 Fund asking it to show cause why recognition granted to the Fund should
 not be withdrawn for refunding in the year 2004, the excess
 contribution of Rs. 121.20 MM received by it in earlier years, the
 Honble Supreme Court of India has directed the Single Judge of the
 Honble Calcutta High Court to hear the same.
 
 Pursuant to the directions of the Honble Madras High Court, the CIT,
 Kolkata passed orders rejecting the deeds of variation submitted in May
 2005 by the Companys Pension Funds on technical grounds. The Company
 preferred appeals before the Central Board of Direct Taxes (CBDT), New
 Delhi challenging the orders of the CIT. CBDT passed orders in the said
 appeals in March, 2011 directing the Company inter alia to submit deeds
 of variation incorporating the modifcations in line with the directions
 made in the orders effective 1 November 2004. The modifed deeds of
 variation in line with the directions contained in the CBDT orders have
 already been fled with the CIT, Kolkata, for his approval. In writ
 petitions fled by some of the pensioners, the Honble Madras High Court
 has passed an interim order restraining the CIT, Kolkata, from
 approving the deeds of variation pending disposal of the writ
 petitions.
 
 A suit was fled by the Britannia Industries Limited Pensioners Welfare
 Association (‘the Association) in the Honble Court of City Civil and
 Sessions Judge, Bangalore, where the Honble Court passed interim
 orders on 1 January 2009 and 10 February 2009 directing the Funds to
 pay pension to the members in accordance with the computation made and
 submitted by the Pension Funds to the Court.  This computation was on a
 defned contribution basis, and is consistent with the pension offered
 by the Pension Funds to eligible employees at the time of their
 retirement/exit. The Funds have been complying with the said order. In
 April 2010, the Honble judge passed another interim order requiring
 the Funds to pay pension as per Rule 11(a) of the Pension Fund Rules,
 i.e. on Defned Beneft Basis, and gave the Funds 2 months time for
 complying with the order.
 
 In an appeal fled against this order in the Honble Karnataka High
 Court, the Honble High Court in April 2010 modifed the Trial Courts
 order so as to extend the time limit from 2 months to 3 months and in
 July 2010, further modifed the Trial Courts order directing inter alia
 that the pension shall be paid as per Rule 11(a) from the date of fling
 of the suit by the Association in the Honble Bangalore City Civil
 Court, i.e. with effect from 17 June 2008.
 
 The Company fled Special Leave Petitions (SLPs) in the Honble Supreme
 Court against the above order of the Honble Karnataka High Court. The
 Honble Supreme Court passed an order in January 2011 disposing of the
 SLPs and directing inter alia that the interim order passed by it in
 September 2010 directing that the Pension Funds should continue to pay
 pension as per the interim order passed by the Honble Bangalore City
 Civil Court on 1 January 2009 would continue till disposal of the suit
 by the Trial Court.
 
 The proceedings in the main suit are currently in progress in the
 Honble Bangalore City Civil Court.
 
 The above matters have been dealt with in Note No.  27 of schedule S to
 the Accounts, which are self- explanatory.
 
 15. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
 
 Details of energy conservation, technology absorption, foreign exchange
 earnings and outgoings in accordance with the provisions of clause (e)
 of sub-section (1) of Section 217 of the Companies Act, 1956, read with
 the Companies (Disclosure of the Particulars in the Report of Board of
 Directors) Rules, 1988, are given as Annexure ‘A to this Report.
 
 16.  CORPORATE GOVERNANCE
 
 In accordance with Clause 49 of the Listing Agreement with the Stock
 Exchanges, a separate report on corporate governance along with the
 Auditors Certifcate on its compliance is attached to this Report.
 
 17.  DIRECTORS
 
 Mr. Pratap C. Khanna, Director, passed away on 12 February 2011. He was
 85. He had a long association with the Company since 1948 in various
 capacities including as General Manager of its Delhi Branch and as a
 Director from 1973 to 1981 and from 1993 till his death in February
 2011 and as a Member of the Audit Committee from 2008 to 2011.  The
 Board records its sorrow and deep sense of loss on the passing away of
 Mr. Khanna.
 
 Your Board had appointed Dr. Ajai Puri as a Director with effect from
 30 April 2009 in the casual vacancy caused by the resignation of Mr.
 Philippe Loic Jacob.  He holds offce up to the date of the forthcoming
 Annual General Meeting under Section 262 of the Companies Act, 1956
 read with Article 112 of the Articles of Association of the Company,
 and is eligible for appointment as a Director of the Company.
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. Nusli N Wadia, Mr. A K
 Hirjee and Mr. Jeh N Wadia, Directors, retire by rotation at the
 forthcoming Annual General Meeting and are eligible for re-appointment.
 
 18.  PARTICULARS OF EMPLOYEES
 
 Information as per Section 217 (2A) of the Companies Act, 1956, (‘the
 Act) read with the Companies (Particulars of Employees) Rules, 1975,
 forms part of this Report. However, as per the provisions of Section
 219(1) (b) (iv) of the Act, the report and accounts are being sent,
 excluding the statement containing the particulars to be provided under
 Section 217(2A) of the Act. Any member interested in obtaining such
 particulars may inspect the same at the Registered Offce of the Company
 or write to the Company Secretary for a copy thereof.
 
 19.  EMPLOYEE STOCK OPTION SCHEME (ESOS)
 
 Requisite disclosure in respect of the Employee Stock Option Scheme in
 terms of Guideline 12 of the Securities and Exchange Board of India
 (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
 Guidelines 1999, has been provided in Annexure ‘B to this Report.
 
 20.  AUUITORS
 
 M/s. B S R & Co. retire in accordance with the provisions of the
 Companies Act, 1956. They have indicated their willingness to continue
 in offce and are recommended for re-appointment as the Companys
 Auditors for the ensuing year.
 
 21.  DIRECTORS RESPONSIBILITY
 
 Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
 1956, your Directors, based on representations from the Operating
 Management, confrm that:
 
 (a) In the preparation of annual accounts, the applicable accounting
 standards have been followed and there are no material departures;
 
 (b) They have, in selection of the accounting policies, consulted the
 statutory auditors and applied these policies consistently, making
 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 as on 31
 March 2011 and of the profit of the Company for the year ended 31 March
 2011;
 
 (c) They have taken proper and suffcient care, to the best of their
 knowledge and ability, for the maintenance of adequate accounting
 records in accordance with the provisions of the Companies Act, 1956
 for safeguarding the assets of the Company and for preventing and
 detecting fraud and other irregularities;
 
 (d) They have prepared the annual accounts on a going concern basis.
 
 22.  ACKNOWLEDGEMENTS
 
 The Directors would like to thank all stakeholders, namely, customers,
 shareholders, dealers, suppliers, bankers, employees and all other
 business associates for the continuous support given by them to the
 Company and its management.
 
 ANNEXURE A To THE DIRECTORS REPORT
 
 Information under Section 217 (1) (e) of the Companies Act, 1956 read
 with Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988 and forming part of Directors Report for the
 year ended 31 March 2011.
 
 A.  CONSERVATION OF ENERGY
 
 (a) Following energy conservation measures were undertaken during
 2010-11:
 
 (i) Enhancement of cream shell production by 40% at Uttarakhand through
 optimum extension of baking oven length resulting in better utilisation
 of line equipments thereby enabling reduction in energy consumption per
 tonne.
 
 (ii) Energy effcient continuous mixing system installation in
 Uttarakhand replacing conventional mixing system, which delivered
 substantial energy conservation.
 
 (iii) Installation of roof top air extractors (operating without
 electricity) in place of electrical exhaust fans in Uttarakhand
 factory.
 
 (iv) Installation of waste heat hot water generator at Delhi, enabling
 reduction of energy consumption and also ensuring reduction on impact
 on environment. The hot water generated is being used in the pre-mixing
 section.
 
 (v) Installation of heater in the pre-oven section at Delhi, enabling
 core heating of the product thereby achieving baking time reduction,
 productivity enhancement and reduction in energy consumption per tonne.
 
 (vi) Pre-heating of air in the Baking Oven at Kolkata factory has
 helped in improving combustion effciency, thereby ensuring energy
 conservation.
 
 (vii) All sodium vapor lamps were replaced with metal halide lamps in
 Uttarakhand factory.
 
 ( v i i i ) Installation of CFL lights replacing conventional tube
 lights at possible locations.
 
 (b) Additional investments and proposals, if any, being implemented for
 reduction of consumption of energy:
 
 Investment of Rs. 40 MM planned in 2011-12 for investing in various
 projects relating to reduction in energy consumption
 
 (c) Impact of measures at (a) and (b) above: Electricity consumption
 reduced to 116.71 units/mt of Biscuit production from 123.71 units/mt,
 resulting in reduction of almost 6% over the previous year.
 
 The rate per unit of electricity purchased was higher at Rs. 4.95 per
 kwh, compared with Rs. 4.59 per kwh in the pervious year, due to increase
 in rate per unit of Electricity in Kolkata.
 
 Own generation of electricity was higher by 100% since Uttarakhand had
 to rely more on own generation.
 
 The increase in cost per unit of own generation as well as the rate per
 unit of baking fuel is due to the increase in cost of HSD and other
 fuels used in baking.
 
 Due to increase in cost of Propane, usage of this fuel for baking was
 only for 6 months at Uttarakhand. This had also contributed to higher
 rate per unit of baking fuel.
 
 Consequent upon the energy saving measures initiated, the electricity
 consumption for biscuits per tonne has reduced by 6% as compared to
 previous year.
 
 Owing to change in product and SKU mix, as a few products like Jim Jam
 consume higher energy due to process complexity, there was marginal
 increase in baking fuel consumption per unit of biscuit production.
 
 Technology absorption, adaptation and innovation
 
 (a) Efforts in brief made towards absorption, adaptation and
 innovation:
 
 Various actions were initiated for upgradation of technology and
 automation in specifc areas.
 
 . New pre-heating technology in the baking process is being tested.
 This has a potential to increase the plant output by around 10%,
 depending on variety and SKU.
 
 . Continuous mixing of ingredients has been implemented at Uttarakhand.
 
 . Packing machine speed enhancement has been effected through
 Automation and Servo controlled motion.
 
 (b) Benefts derived as a result of the above:
 
 The above initiatives resulted in improved productivity, reduction of
 wastages, better energy utilization, process improvements and enhanced
 product quality.
 
 (c) Details of imported technology: 
 
 (i) Technology imported: Nil
 
 (ii) Year of import: Not applicable
 
 (iii) Has the technology been fully absorbed?: Not applicable
 
 (iv) If not fully absorbed, areas where this has not taken place,
 reasons therefor and future plans of action: Not applicable.
 
 B.  TECHNOLOGY ABSORPTION
 
 Research and development (R & d)
 
 Details of efforts made in technology absorption are
 
 1.  Core areas of research by the Company:
 
 (i) Introduction of ‘Ready to Cook range of products.
 
 (ii) The investment behind upgradation of basic research led to the
 successful launch of ‘Diabetic friendly cookies with validated claims.
 
 (iii) Continuous research in the area of nutrition, analytical
 techniques, ingredients, packaging materials, process technology and
 food safety.
 
 (iv) Partnership with leading NGOs / Institutes initiated for
 delivering specially formulated and fortifed products.
 
 2.  Benefts delivered as a result of above R&d initiatives:
 
 (i) New products launched:
 
 . Fruit Dhamaka Cookies
 
 . Diabetic-friendly Cookies
 
 . Healthy Start Range
 
 . Almond Cookies
 
 . Chocolate Biscuits
 
 (ii) Manufacturing and exporting range of products:
 
 . Digestive for SFIC
 
 . Nutro cream renovation
 
 (iii) Improved products with technology upgradation and cost
 effciencies:
 
 . Mariegold, Vitamariegold
 
 . Thin Arrowroot
 
 . Nicetime
 
 . Treat-O
 
 (iv) Packaging upgradation for differentiation and serving different
 consumption occasions and target groups:
 
 . Chocochip & Choconut re-launch with differentiated packaging formats.
 
 . Britannia Shubh Kamnayaen offerings.
 
 . Promotional offerings.
 
 . New launches with differentiated packaging materials in
 Diabetic-friendly Cookies and Time pass variants.
 
 (v) Rewards and recognition:
 
 . INDIASTAR Award for Cuptainer and BSK Packaging.
 
 3.  Future plan of action:
 
 Your Company will continue to focus on technology led innovations and
 effectively apply the same in cost-effcient initiatives across
 portfolio:
 
 (i) New areas of research to facilitate product introduction in new
 beneft categories and upgrading the existing offerings to provide value
 for spend.
 
 (ii) Differentiated and consumer-appealing product/ pack propositions
 catering to cross-sections of consumers.
 
 (iii) Continuous improvement and strengthening of the process of
 ‘Concept to Commercialisation to ensure ‘FIRST-TIME RIGHT delivery.
 
 (iv) Research in wheat characteristics, baking technology, sensory
 sciences, functional foods, specifc nutrition needs and food safety.
 
 (v) New partnerships to explore alternative cereals/ fours and fat
 reduction/replacements to drive the health and nutrition agenda
 further.
 
 4.  expenditure on R&d              Rs. MM
 
                                  31 March 11
 
 Capital                             47.48
 
 Recurring                           45.34
 
 Total                               92.82
 
 Total R & D expenditure as a % of    0.219%
 gross turnover
 
                                            On behalf of the Board
 
 Mumbai                                              Nusli N Wadia
 
 27 May 2011                                              Chairman