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Britannia Industries
BSE: 500825|NSE: BRITANNIA|ISIN: INE216A01022|SECTOR: Food Processing
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Explore Britannia connections « Mar 10
Notes to Accounts Year End : Mar '11
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.
Source : Dion Global Solutions Limited
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