The Board of Directors is pleased to deliver the 17th Annual Report,
together with the Audited Financials of your Company for the Financial
Year ended March 31, 2012 (FY 2012). In line with its commitment to
constantly endeavour to deliver more to all the stakeholders of the
Company, this year has been no exception. The focus on delivering more,
continued across every aspect of your Company''s business operations,
with the business model aligned to this philosophy.
FINANCIAL PERFORMANCE SUMMARY
The growing numbers, in terms of turnover and profitability, stood
testimony to your Company''s focus on delivering more to its consumers
and stakeholders, on whose trust and confidence the Company''s edifice
of growth is built. The financial performance summary of your Company
on standalone basis for FY 2012 is enumerated below:
(Rs in Million)
Particulars Year Ended Year Ended
March 31, 2012 March 31, 2011
Sales & Other Income 10,233 6,803
Profit before Interest, 1,922 1,220
Depreciation & Tax
Less: Interest - 3
Less: Depreciation 376 293
Profit / (Loss) before Tax 1,546 924
Less: Provision for Taxation/FBT 490 204
Profit / (Loss) after Tax 1,056 720
Your Company''s total income stood at Rs10,233 million in FY 2012,
yielding a growth of 50%. The Profit before Interest, Depreciation and
Tax in FY 2012 increased to Rs 1,922 million as against Rs 1,220 million
in FY 2011, registering a growth of 58%. Net Profit increased to Rs1,056
million in FY 2012 from Rs720 million in FY 2011, registering a growth
Your Company has a wholly owned subsidiary, Jubilant FoodWorks Lanka
(Pvt.) Limited (JF Lanka), in Sri Lanka. A synopsis of the
consolidated financials of your Company and its subsidiary, is
(Rs in Million)
Particulars Year Ended Period Ended
March 31, 2012 March 31, 2011
Sales & Other Income 10,249 6,803
Profit before Interest,
Depreciation & Tax 1,898 1,217
Less: Interest - 3
Less: Depreciation 377 293
Profit / (Loss) before Tax 1,521 921
Less: Provision for Taxation/FBT 488 204
Profit / (Loss) after Tax 1,033 717
In compliance with the directions issued by the Ministry of Corporate
Affairs vide its Circular No. 2/2011 dated February 8, 2011, your
Company has enclosed the consolidated financial statements of your
Company and its subsidiary, duly audited by statutory auditors of your
The audited annual accounts and other related information of the
subsidiary, wherever applicable, will be made available to shareholders
of the Company on request. Further, these documents will also be
available for inspection during business hours at the Registered Office
of your Company, as well as that of JF Lanka, and are also being
uploaded on the website of your Company viz. www.jubilantfoodworks.com.
Keeping in view, your Company''s requirement of capital for its growth
plans for Domino''s Pizza and Dunkin'' Donuts, the Board has not
recommended any dividend.
Your Company has been able to maintain healthy levels of profitability
by countering the negative effects, if any, of the slowdown in economy
due to euro zone crisis, through greater operational and cost
efficiencies. During FY 2012, your Company delivered a System Sales
growth of 50% (revenue growth at an overall level) and Same Store Sales
growth of 30%.
With more than 70% market share, your Company remains the market leader
in pizza home delivery segment and more than 55% share in organised
pizza segment in India.
Your Company believes in exploring new cities even as it continues to
penetrate deeper into the cities where it is already present. Your
Company had 465 Domino''s Pizza stores in 105 cities across India as on
March 31, 2012 as against 378 Domino''s Pizza stores in 90 cities as on
March 31, 2011, an addition of 87 new Domino''s Pizza stores and 15 new
cities during the year.
A holistic and highly evolved business model has successfully propelled
this growth through continuous investment in training, processes,
marketing and technology by your Company.
For your Company, delivering more extends beyond numbers to more
consumer satisfaction through continuous expansion and innovation of
its product portfolio. During the year, your Company launched several
new products like Butterscotch Mousse Cake, Nutty Choco Lava Cake, etc.
to delight its consumers. The emotional connect of Khushiyon ki Home
deliveryand the promise of 30 minutes delivery continues to create a
strong bond between the consumer and your Company.
A more exciting and comfortable consumer experience also remained a key
thrust area for your Company, which, in addition to the launch of
Single National Number 68886888 and Online ordering service for
Domino''s Pizza, also entered into the field of digital marketing,
thereby creating more and more ways to reach its consumers. The
popularity of your Company in the society is well depicted by a fan
base of over 1 million people on Domino''s Pizza Fan Page on Facebook as
on March 31, 2012.
During the year, your Company also opened its first two Domino''s Pizza
stores in Sri Lanka through its subsidiary. Since the launch, the
consumer response has been overwhelming, indicating the brand''s
wholehearted acceptance in Sri Lanka.
Your Company announced launch of Dunkin'' Donuts by opening two
restaurants in New Delhi in May 2012, thereby adding more flavour to
its palate. With the launch of Dunkin'' Donuts, your Company marks the
beginning of another exciting journey and hopes to exceed consumer
INCORPORATION OF SUBSIDIARY
Your Company incorporated a wholly owned subsidiary in Mauritius, viz.
JFW Holdings Mauritius Private Limited in March 2012.
Your Company has a strong risk monitoring system at various levels for
timely identification and mitigation of the risks faced by your
Company. With an effective risk management framework in place, your
Company looks at these risks as challenges and opportunities to create
more value for its stakeholders.
A detailed note on Risk Management is given as part of Management
Discussion & Analysis
During the year, your Company issued 545,720 Equity Shares on the
exercise of stock options under Employees Stock Option Plan, 2007. As
a result, the issued, subscribed and paid-up equity share capital
increased from 64,532,220 Equity Shares as at March 31, 2011 to
65,077,940 Equity Shares as at March 31, 2012.
HUMAN RESOURCE DEVELOPMENT
Your Company considers its employees resources as the engine which
drives the Company''s growth and helps it rise to greater levels of
success. Your Company believes in the philosophy of continuous
investment in its people by undertaking several employee development
initiatives and best-in-class employee friendly policies. During the
year, various programmes were conducted across teams for the overall
skill enhancement of the employees. Further, varied employee engagement
programmes were initiated to sustain the energised and cohesive team
culture in the organisation. Your Company successfully implemented a
Succession Planning initiative for the key leadership roles and created
customised development programmes for the incumbents.
As a testimony to this, your Company continues to enjoy a strong
reputation as an employer of choice. Your Company has been ranked
amongst the top 25 employers in India in Hewitt''s Best Employers Survey
in the past 3 years. Your Company is amongst 6 companies who have
retained their status over the past 3 surveys. Your Company has also
consistently been ranked amongst the top 50 employers in India by the
Great Place to Work Institute in the last 3 surveys. Your Company was
also recognised with Strong Commitment to HR Excellence by CII in its
HR Excellence Survey 2011 -12.
Happy faces delivering boxes of joy, confidence in their strides,
pride in their voice and a feeling of comradeship with their fellow
colleagues - all this makes your Company a great place to work.
Your Company also implemented JFL Employees Stock Option Scheme, 2011
during the year to reward its employees. In addition, the Employees
Stock Option Plan, 2007 is still in force. The Compensation Committee
of your Company administers and monitors both ESOP Schemes. During the
year, the employees were allotted equity shares upon exercise of stock
options under the Employees Stock Option Plan, 2007. The applicable
disclosures under the Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999, as at March 31, 2012 are given in Annexure A.
Certificate from M/s. S. R. Batliboi & Co., Chartered Accountants,
Statutory Auditors, with respect to the implementation of the JFL
Employees Stock Option Scheme, 2011 and Employees Stock Option Plan,
2007 would be placed before the shareholders at the ensuing Annual
General Meeting and a copy of the same shall be available for
inspection at the Registered Office of your Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR) - CARING FOR THE COMMUNITY
Your Company is committed to contribute as much more to the society as
to its employees, consumers and stakeholders in its pursuit of growth.
It is a privilege for your Company to extend a supporting hand to those
in need. Road safety, health awareness, green plant and civic and
social awareness are some of the key areas your Company actively
pursued as part of its CSR thrust. This focus is evident from the fact
that 481 CSR activities were undertaken in FY 2012 as against 366 in FY
CORPORATE GOVERNANCE REPORT
Your Company consistently endeavours to focus on good corporate
governance practices to match global standards. These practices have
resulted in securing the trust of the stakeholders and society at large
in your Company and its management.
The Corporate Governance Report pursuant to Clause 49 of the Listing
Agreement with the Stock Exchanges forms part of the Annual Report. A
certificate from M/s. Chandrasekaran Associates, Company Secretaries
confirming compliance with the conditions of Corporate Governance as
stipulated under Clause 49 is attached to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, the Management Discussion & Analysis Report is presented in
a separate section forming part of the Annual Report.
Your Company has not accepted any public deposits and, as such, no
amount on account of principal or interest was outstanding as at March
In accordance with the Articles of Association of your Company, Mr.
Vishal Marwaha and Mr. Arun Seth are liable to retire by rotation in
the forthcoming Annual General Meeting and being eligible, offer
themselves for re-appointment.
A brief resume containing nature of expertise, details of directorships
held in other public limited companies and other information of the
Directors proposing re-appointment pursuant to Clause 49 of the Listing
Agreement with the Stock Exchanges is appended as an annexure to the
Notice of ensuing Annual General Meeting.
Your Directors recommend their re-appointment at the ensuing Annual
AUDITORS AND THEIR REPORT
S. R. Batliboi & Co., Chartered Accountants, Statutory Auditors of
your Company, retire at the conclusion of the ensuing Annual General
Meeting of your Company and being eligible, have offered themselves for
re-appointment as Statutory Auditors for a further period of one year.
Your Directors recommend their re-appointment.
Members'' attention is drawn towards the observation made by the
Auditors in Clause (ix)(a) of the Auditor''s Report and the Directors of
your Company wish to clarify that your Company is committed for timely
deposit of all statutory dues and steps have been taken to eliminate
the slight delays due to spread of your Company''s operations pan India.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended, the names and other particulars of the employees are set
out in the Annexure ''B'' forming part of the Directors'' Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956
READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF
BOARD OF DIRECTORS) RULES, 1988
Energy conservation demands a strong thrust on conserving energy to the
maximum extent possible. Energy Audits are carried out for Domino''s
Pizza stores and commissaries of your Company to identify the areas of
energy efficiency. These are implemented after due observations, thus
ensuring more environment friendly and energy-efficient systems and
In view of the nature of business of your Company, the information as
prescribed in the prescribed form for Technology Absorption is
considered to be not applicable to your Company.
Information pertaining to Foreign Exchange Earnings and Outgo is given
in the Note No. 33 of the Notes forming part of the standalone
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that in the preparation of Statement of Profit and
Loss for the year ended March 31, 2012 and the Balance Sheet as at that
date, your Directors have:
- Followed the applicable accounting standards and no material
departures have been made from the same;
- 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 your Company at
the end of the financial year and of the profit of your Company for
- Taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of your Company and for
preventing and detecting fraud and other irregularities; and
- Prepared the annual accounts on a ''going concern'' basis.
Your Directors wish to convey their sincere appreciation to all the
employees for their enormous dedication as well as contribution to the
Company''s performance. The progress which the Company has made would
never have been possible without the tremendous support of the
Management and the dedicated commitment of the workforce of the
Company. Your Directors are also thankful to the investors of the
Company for their continued trust and support in the Company. Your
Directors also gratefully acknowledge the continued support from the
business associates, various government agencies, financial
institutions, bankers, media and academic institutions received
throughout the year and look forward to nurture this relationship
further in the future. Your Directors also appreciate the confidence
and loyalty displayed by the consumers, whom your Company will always
strive to serve better by delivering more happiness.
Your Directors would need this continued support to achieve the goals
they have set for Jubilant FoodWorks in the years ahead.
For and on behalf of the Board of Directors
Shyam S. Bhartia
Date : May 10, 2012