1 capital commitments and contingent liabilities:
(a) Estimated amount of contracts remaining to be executed on capital
account and not provided for Rs. 346,674 (previous year: Rs. 118,159).
(b) Contingent liabilities for:
(1) Bank guarantee and letter of credit for Rs. 65,010 (previous year: Rs.
1,046,138).
(2) Discounted cheques Rs. 456,988 (previous year: Rs. 582,506).
(3) Claims / demands against the Company not acknowledged as debts
including excise, income tax, sales tax and trade and other demands of
Rs. 578,773 (previous year: Rs. 1,058,882).
3 (a) operating leases
The Company has certain operating leases for offce facilities and
residential premises (cancellable leases). Such leases are generally
with the option of renewal against increased rent and premature
termination of agreement. Rental expenses of Rs. 37,675 (previous year: Rs.
130,230) in respect of obligation under operating leases have been
recognised in the profit and loss account.
4 The Company has an investment of Rs. 49 (previous year: Rs. 49) in a
partnership frm Britannia Sports having a capital of Rs. 100 (previous
year: Rs. 100) in which it holds 49% share of the profit and loss and the
balance share is held by two subsidiary companies, Flora Investments
Company Private Limited and Gilt Edge Finance and Investments Private
Limited who hold 26 % and 25 % respectively. The Company has booked its
proportionate share of partnership losses which is disclosed in the
profit and loss account.
5 In the Annual General Meeting held on 9 August 2010, the shareholders
of the Company approved the sub- division of equity shares, wherein
each equity share with a face value of Rs. 10/- has been subdivided into
5 equity shares with a face value of Rs. 2/- each. The effective date for
the sub-division was 10 September 2010. In compliance with Accounting
Standard 20, the disclosure of earnings per share for the year ended 31
March 2010 has been arrived at after giving effect to the above
sub-division.
6 Pursuant to the Labour Commissioners Order under section 25 O (1) of
the Industrial Disputes Act, 1947, production at the Company owned
facility in Mumbai was closed effective 24 March 2004. As per the Order
of the Honourable Bombay High Court, the Company as on the date of the
balance sheet has paid an amount of Rs. 58,317 (previous year: Rs. 58,317)
equivalent to eligible compensation under section 25 O (1) of the
Industrial Disputes Act, 1947. Further, based on the appeal fled by the
worker union, the Industrial Tribunal has reversed the Order of the
Labour Commissioner. The Company has preferred an appeal against the
Order of the Industrial Tribunal.
As per interim direction of the Honourable Bombay High Court, the
Company has paid Rs. 12,579 (previous year: Rs. 14,703) as compensation
equivalent to 70% of the last drawn amount for the year ended 31 March
2011.The Company has made the above payments as compensation under the
Industrial Disputes Act, 1947. The case is currently pending in the
Honourable Bombay High Court.
(a) The above value does not include sale of raw materials (including
wheat) and by-products on conversion of inputs aggregating to Rs. 547,833
(previous year: Rs. 483,273), which has been netted off with cost of
material.
(b) The above quantity does not include fnished goods issued for sales
promotion and any write-off and damages for fnished goods.
7 (a) In accordance with Accounting Standard 13 - Accounting for
Investments, prescribed by the Companies
(Accounting Standard), Rules 2006 of the Companies Act, 1956, the
Company has, based on its assessment of Britannia Dairy Private
Limiteds business, retained provision of Rs. 325,000 (previous year: Rs.
325,000) for diminution, other than temporary, on long term investment
made in equity shares of Britannia Dairy Private Limited.
(b) The Company has discontinued the business operations of Britannia
Lanka Private Limited, Sri Lanka (Subsidiary of Britannia Industries
Limited). Pursuant to this, an amount of Rs. 136,281 has been provided
for diminution in value of investments. The total provision of Rs.
182,756 (previous year: Rs. 46,475) has been retained for diminution in
value of investments.
(c) During the year, redeemable preference shares amounting to Rs.
730,634 in Britannia and Associates (Mauritius) Private Limited,
Mauritius and loan amounting of Rs. 51,814 due from Britannia and
Associates (Mauritius) Private Limited, Mauritius have been converted
into equivalent investment in equity shares of face value of USD 1 at
par.
(d) As per the approval by the Honourable Karnataka High Court, vide
order no. 8771/11, for reduction of equity share capital of Daily Bread
Gourmet Foods (India) Private Limited, face value of Rs. 10/- each, has
been restated to Rs. 4/- each and equivalent value has been incorporated
in investments. Giving effect to the same, the provision for diminution
in value of investment of Rs. 390,000 has been reversed and a charge of Rs.
372,100 has been made on account of loss due to reduction in value of
the investment.
8 In the current year, due to the revision of estimated useful life
for computers to four years, additional depreciation charged amounts to
Rs. 20,846.
9 directors and managerial remuneration of Rs. 66,817 (previous year: Rs.
58,130 ) includes:
- Basic salary, fees and estimated cost of benefts Rs. 48,967 (previous
year: Rs. 42,368)
- Contribution to provident fund, pension fund Rs. 2,835 (previous year:
Rs. 2,700)
- Perquisites or benefts in cash or in kind Rs. 15 (previous year: Rs. 62)
- Commission to non-wholetime directors Rs. 15,000 (previous year: Rs.
13,000)
10 Based on guiding principles in the Accounting Standard 17 on Segment
Reporting, the primary business segment of the Company is foods,
comprising bakery and dairy products. As the Company operates in a
single primary business segment, disclosure requirements are not
applicable. The Company primarily caters to the domestic market and
export sales are not signifcant and accordingly there is no reportable
secondary segment.
11 related party disclosures under accounting standard 18
relationships
1. Ultimate holding company The Bombay Burmah Trading Corporation
Limited
ABI Holdings Limited (ABIH), UK (till 14 April 2009) Holding company
Associated Biscuits International Limited (ABIL), UK
2. Subsidiary companies Al Sallan Food Industries Company SAOC, Oman
Boribunder Finance and Investments Private Limited
Britannia and Associates (Dubai) Private Company Limited, Dubai
Britannia and Associates (Mauritius) Private Limited, Mauritius
Britannia Dairy Holdings Private Limited, Mauritius
Britannia Dairy Private Limited
Britannia Lanka Private Limited, Sri Lanka
Daily Bread Gourmet Foods (India) Private Limited
Flora Investments Company Private Limited
Ganges Vally Foods Private Limited
Gilt Edge Finance and Investments Private Limited
International Bakery Products Limited
J B Mangharam Foods Private Limited
Manna Foods Private Limited
Strategic Brands Holding Company Limited, Dubai
Strategic Food International Co. LLC, Dubai
Sunrise Biscuit Company Private Limited
3. Fellow subsidiary companies Bannatyne Enterprises Pte Limited,
Singapore
Dowbiggin Enterprises Pte Limited, Singapore Nacupa Enterprises Pte
Limited, Singapore
Spargo Enterprises Pte Limited, Singapore Valletort Enterprises Pte
Limited, Singapore
4. Associates Klassik Foods Private Limited
Nalanda Biscuits Company Limited
5. Others Britannia Sports (partnership frm)
6. Key management personnel
(KMP) Managing Director Ms. Vinita Bali
(b) post-retirement beneft - defned beneft plans
The Company makes annual contributions to the Britannia Industries
Limited Covenanted Staff Gratuity Fund and Britannia Industries Limited
Non Covenanted Staff Gratuity Fund, which are funded defned beneft
plans for qualifying employees.
(i) The Scheme in relation to Britannia Industries Limited Non
Covenanted Staff Gratuity Fund provides for lumpsum payment to vested
employees at retirement, death while in employment or on termination of
employment of an amount equivalent to 15 days salary payable for each
completed year of service or part thereof in excess of six months
subject to the maximum amount payable as per the Payment of Gratuity
Act, 1972.
(ii) The Scheme in relation to Britannia Industries Limited Covenanted
Staff Gratuity Fund provides for lumpsum payment to vested employees at
retirement, death while in employment or on termination of employment
of an amount equivalent to 15 days salary payable for each completed
year of service or part thereof in excess of six months subject to the
higher of maximum amount payable as per the Payment of Gratuity Act,
1972 and twenty months salary.
Vesting (for both the funds mentioned above) occurs only upon
completion of fve years of service, except in case of death or
permanent disability. The present value of the defned beneft obligation
and the related current service cost are measured using the projected
unit credit method with actuarial valuation being carried out at
balance sheet date.
notes:
(i) The discount rate is based on the prevailing market yield on
Government Securities as at the balance sheet date for the estimated
term of obligations.
(ii) The expected return on plan assets is determined considering
several applicable factors mainly the composition of the plan assets
held, assessed risks of asset management, historical results of the
return on plan assets and the Companys policy for plan asset
management.
(iii) The estimate of future salary increases considered in actuarial
valuation takes into account infation, seniority, promotion and other
relevant factors such as supply and demand in the employment market.
(iv) The disclosure above includes amounts for both Britannia
Industries Limited Covenanted Staff Gratuity Fund and Britannia
Industries Limited Non Covenanted Staff Gratuity Fund.
12 In April 2007, the Commissioner of Income Tax (CIT), Kolkata issued
a notice to the Companys Covenanted Staff Pension Fund (BILCSPF)
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. 121,199 (previous year: Rs. 121,199) received by it in earlier years.
The Single Judge of the Honourable Calcutta High Court, on a writ
petition, granted a stay restraining the CIT from proceeding with the
show cause notice but with a direction to the Company to deposit Rs.
121,199 (previous year: Rs. 121,199) (included in Deposits under Schedule
I) with a nationalised bank in the name of the Fund. On
appeal, the Division Bench of the Honourable Calcutta High Court
disposed off the writ petition pending before the Single Judge. The
Fund fled a Special Leave Petition (SLP) before the Honourable Supreme
Court against the Order of the Division Bench. The Honourable Supreme
Court at its hearing on 12 May 2008 has set aside the Order of the
Division Bench of the Honourable Calcutta High Court. As a condition of
the stay Order granted, the Company has, under protest, made the
deposit as per the direction of the Honourable Calcutta High Court.
Pursuant to the directions of the Honourable 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
Honourable 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 Honourable City Civil Court and
Sessions Judge, Bangalore, where the Honourable 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 Honourable 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 two
months time for complying with the Order. In an appeal fled against
this Order in the Honourable Karnataka High Court, the Honourable
Karnataka High Court in April 2010 modifed the Trial Courts Order so
as to extend the time limit from two months to three 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 Honourable Bangalore City Civil
Court, i.e. with effect from 17 June 2008. The Company fled Special
Leave Petitions (SLPs) in the Honourable Supreme Court against the
above Order of the Honourable Karnataka High Court. The Honourable
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 Honourable 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 Honourable Bangalore City Civil Court.
The Company believes, based on current knowledge and after consultation
with eminent legal counsel that the resolution of the matter will not
have material adverse effect on the fnancial statements of the Company.
13 derivative contracts
(a) foreign currency forward contracts
The Company has entered into foreign exchange forward contracts for
hedging the foreign exchange fuctuation risks on foreign currency
payables / loans, which has been accounted for in line with Accounting
Standard 11 - The effects of changes in foreign exchange rates.
Accordingly, the amount receivable of Rs. 236,839 (previous year: Rs.
215,149) and loan payable of Rs. 200,772 (previous year: Rs. 200,772),
relating to foreign exchange forward contracts for hedging have been
netted off and disclosed under Loans and advances [Refer to schedule
J].
The Company has designated certain Foreign Exchange Forward Contracts
(relating to foreign currency receivabes) outstanding as on 31 March
2011 as Hedge of highly probable forecasted transaction. On that date,
the Company had forward contracts to sell USD 1,094 (in thousands),
[previous year: USD 974 (in thousands)]. As at the year end the
unrealised exchange loss of Rs. Nil (previous year: Rs. Nil) arrived on a
mark to market basis has been accounted for.
(b) other derivative contracts
For all other derivative contracts, a mark to market valuation has been
obtained and any loss thereon has been accounted for in line with the
ICAI notifcation issued in March 2008 in relation to such transactions.
Any gain on such valuation is not accounted for based on the principle
of prudence.
As at the year end, the unrealized loss of Rs. Nil (previous year: Rs.
1,655) arrived on a mark to market basis for such contracts has been
duly accounted for.
14 There are no material dues owed by the Company to Micro and Small
enterprises, which are outstanding for more than 45 days during the
year and as at 31 March 2011. This information as required under the
Micro, Small and Medium Enterprises Development Act, 2006 has been
determined to the extent such parties have been identifed on the basis
of information available with the Company and has been relied upon by
the auditors.
15 The Committee of the Board of Directors (the Board), at its
meeting held on 22 March 2010, pursuant to the scheme of arrangement
(the Scheme) sanctioned by the Honourable Calcutta High Court on 11
February 2010 under Section 391(2) of the Companies Act, 1956 (the
Act), allotted 8.25% secured fully paid-up Redeemable non-convertible
bonus debentures (the bonus debentures) from the general reserve, in
the ratio of one debenture of the face value of Rs. 170/- for every
equity share held by the shareholders of the Company as on 9 March
2010. The date of allotment of bonus debentures is 22 March 2010. The
Scheme was earlier approved by the Board at its meeting held on 27 May
2009 and by the shareholders at the general meeting held on 31 August
2009. The bonus debentures have been listed on the Bombay Stock
Exchange Limited, National Stock Exchange of India Limited and the
Calcutta Stock Exchange Limited. The Issue of bonus debentures has been
treated as deemed dividend under the provisions of the Income Tax
Act, 1961. Accordingly the Company has remitted Rs. 690,222 as dividend
distribution tax and has utilised general reserve for the payment of
the same, pursuant to the Scheme. The scheme involves issuance of
bonus debentures out of General Reserve and does not entail any real
borrowing, accordingly, the requirement of creating a Debenture
Redemption Reserve pursuant to Section 117C of the Act or Clause 10.3
of SEBI (Disclosure and Investor Protection) Guidelines, 2000 issued
under the Securities and Exchange Board of India Act, 1992 is not
applicable. This has also been noted in the scheme of arrangement
sanctioned by the Honourable Calcutta High Court.
16 During the fnancial year 2008-09, the Company introduced Britannia
Industries Limited Employee Stock Option Scheme (Scheme). As per the
Scheme, the Remuneration / Compensation Committee grants options to the
employees and Executive Directors of the Company. The vesting period of
the option is one year from the date of grant. Options granted under
the Scheme can be exercised within a period of three years from the
date of vesting. Exercise of an option is subject to continued
employment.
Under the scheme, the Company granted 15,000 options on 29 October 2008
at an exercise price of Rs. 1,125.30/; 15,000 options on 27 May 2009 at
an exercise price of Rs. 1,698.15/- and 20,000 options on 27 May 2010 at
an exercise price of Rs. 1,668.55/- to the Managing Director of the
Company. Each option represents one equity share of Rs. 10/- each. The
said price was determined in accordance with the pricing formula
approved by the shareholders i.e. the latest available closing price,
prior to the date of the meeting of the Board of Directors or
Remuneration / Compensation Committee in which options were granted, on
the stock exchange having higher trading volume.
Exercise prices as stated above are adjusted downwards by Rs. 170/- per
share for options granted on 29 October 2008 and 27 May 2009, being the
face value of bonus debentures issued pursuant to the Scheme of
Arrangement approved by the Honourable Calcutta High Court on 11
February 2010.
The number of options have been appropriately adjusted, consequent upon
the sub-division of the equity shares. Also refer to note 8.
Method used for accounting for share based payment plan:
The Company has used intrinsic value method to account for the
compensation cost of stock options to employees and Executive Directors
of the Company. Intrinsic value is the amount by which the quoted
market price of the underlying share exceeds the exercise price
(without considering the impact of Rs. 170/- on account of issue of bonus
debentures) of the option. Since the options under the Scheme were
granted at the market price, the intrinsic value of the option is Rs.
Nil. Consequently the accounting value of the option (compensation
cost) is also Rs. Nil.
fair Value Methodology:
Options have been valued based on Fair Value method of accounting as
described under Guidance Note on Accounting for Employee Share-based
Payments using Black Scholes valuation option- pricing model, using the
market values of the Companys shares as quoted on the National Stock
Exchange.
17 The Company had offered a VRS scheme to workers at its manufacturing
unit at M.T.H Road, Padi, Chennai during the month of April 2008. The
same was accepted by all workers. Consequently, manufacturing
operations have been suspended effective 7 April 2008.
18 Voluntary Retirement Scheme (VRS) expenditure for the year 2009-10
includes payment made towards VRS expenditure of Manna Foods Private
Limited, Subsidiary of Britannia Industries Limited, amouting to Rs.
49,381 as per arbitration award dated 25 January 2010.
19 Figures in rupees have been rounded off to the nearest thousand,
unless otherwise stated.
20 Previous year audit was carried out by a frm other than B S R & Co. |