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Bata India Ltd.

BSE: 500043 | NSE: BATAINDIA |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE176A01028 | SECTOR: Leather Products

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Annual Report

For Year :
2019 2018 2017 2016 2015 2013 2012 2011 2010

Director’s Report

BOARD'S REPORT TO THE MEMBERS

Your Directors are pleased to present the 86th Annual Report covering the operational and financial performance of your Company along with the Audited Financial Statements for the financial year ended March 31, 2019.

FINANCIAL HIGHLIGHTS

 

 

(Rs. in Million)

Particulars

Financial Year ended on March 31, 2019

Financial Year ended on March 31, 2018

 

(Audited)

(Audited)

Revenue from operations

29,284.44

26,363.18

Other Income

685.43

508.44

Total

29,969.87

26,871.62

Profit / (Loss) before Taxation

4,782.65

3,400.14

Provision for Taxation

1,486.05

1,164.36

Net Profit

3,296.60

2,235.78

Other Comprehensive Income / (Loss) (net of tax)

1.38

(160.03)

Total Comprehensive Income

3,297.98

2,075.75

Your Company has prepared the Financial Statements for the financial year ended March 31, 2019 in terms of Sections 129, 133 and Schedule II to the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

During the financial year ended March 31, 2019, your Company recorded a turnover of Rs. 29,284.44 Million as compared to the turnover of Rs. 26,363.18 Million recorded during the previous financial year ended March 31, 2018. Revenue from operations for the year ended March 31, 2019 has increased by 11% over the corresponding period last year. The Net Profit of your Company for the financial year ended March 31, 2019 stood at Rs. 3,296.60 Million as against the Net Profit of Rs. 2,235.78 Million for the financial year ended March 31, 2018. The Profit before Tax for the financial year ended March 31, 2019 reflects a growth of 41 % over the corresponding Profit for the financial year ended March 31, 2018.

On a consolidated basis, your Company recorded a turnover of Rs. 29,311.03 Million during the financial year ended March 31, 2019 and achieved consolidated Net Profit of Rs. 3,289.94 Million for the said financial year.

Your Company consolidated its position as the leading footwear company in India in the year under review delivering double digit sales growth and improving its profitability significantly. This has been achieved by rigorously executing our Sweeping Angela Off her Feet strategy through the year to help the brand emerge as more contemporary and vivacious. We made significant headway this year across its key pillars of being commercially aggressive, continuously upgrading our collections and reaching out to consumers everywhere while keeping costs in check.

This year, we significantly stepped up our marketing presence reaching out to recruit new consumers as well as strengthen our bond with our loyal consumer base. This was achieved with the use of a highly visible consumer insight based marketing campaign built around our brand ambassadors. Leveraging our excellent retail assets, traditional media channels as well new age digital media it helped us to connect with more consumers and reinforce the Surprises that awaited them in a Bata store. It has reflected well in our brand equity strengthening as well as footfall increase in stores. This initiative combined with new & contemporary collections in Bata Casuals, Bata Red Label, 9to9 ladies range as well as Power & North Star have helped us connect and build the brand among the youth of the country.

After successfully testing the contemporary and clutter free Red Store design last year, we rolled out the design to over 100 stores across the country this year. These stores exude a premium feel helping us upgrade our imagery as well as our merchandise. Your company intends to further pick up speed to take this new store design to a majority of our stores in the next few years.

To help us to reach out to more of India, your company also stepped up the focus on entering new towns through Franchise stores this year. We have received very enthusiastic response from current as well as new Franchise partners to open stores in new towns, helping us take Bata to more than 45 new towns in this year with many more in the pipeline. Another key pillar of reaching more consumers has been our digital push with large e-Commerce partners as well as improving the assortment and speed of our own website www.bata.in. Through Omni-Channel technology deployment we have also been able to leverage our store inventory for fulfillment as well as quick delivery!

Your company's brand popularity and consumer initiatives were recognized as we were conferred the IMAGES Most Admired Footwear Brand of the Year 2019 at the Annual Images Fashion Awards as well as the Readers Digest Most Trusted Brand Award.

SHARE CAPITAL

The Authorized Share Capital of your Company as on March 31, 2019 stands at Rs. 700 Million divided into 140,000,000 equity shares of Rs. 5/- each. The Issued Share Capital of your Company is Rs. 642.85 Million divided into 128,570,000 equity shares of Rs. 5/- each and the Subscribed and Paid-up Share Capital is Rs. 642.64 Million divided into 128,527,540 equity shares of Rs. 5/- each, fully paid-up.

DIVIDEND

Your Board recommends a dividend of Rs. 6.25 per Equity Share of Rs. 5/- each (i.e., 125%) for the financial year ended March 31, 2019. The dividend, if declared, by the Members at the forthcoming Annual General Meeting (AGM) shall be paid to the eligible Members of the Company from Wednesday, August 14, 2019 onwards. The total payout of aforesaid dividend amount would be approximately Rs. 968.42 Million, including the corporate dividend distribution tax, as applicable.

Dividend Distribution Policy

The recommendation of aforesaid dividend is in line with the Dividend Distribution Policy of the Company approved by your Board. The said Dividend Distribution Policy has been annexed to this Board's Report and has also been uploaded on the website of the Company at www.bata.in and is available at the link https://bata.in/0/pdf/DividendDistributionPolicy-BIL.pdf.

Investor Education and Protection Fund (IEPF)

In compliance with the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules') as amended from time to time, the Company has deposited a sum of Rs. 12,24,176/- into the specified bank account of the IEPF, Government of India, towards unclaimed / unpaid dividend amount for the financial year ended December 31, 2010.

As per the said Rules, the corresponding equity shares in respect of which Dividend remains unclaimed / unpaid for seven consecutive years or more, are required to be transferred to the Demat Account of the IEPF Authority. During the year under review, the Company has transferred 18980 underlying Equity Shares to the Demat Account of the IEPF Authority, in compliance with the aforesaid Rules.

GENERAL RESERVE

The Company has not transferred any amount to the General Reserve during the financial year ended March 31, 2019.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

Subsequent to the end of the financial year on March 31, 2019 till date, there has been no material change and / or commitment which may affect the financial position of the Company.

CREDIT RATING

During the year under review, ICRA Limited (ICRA) has reaffirmed the Credit Rating of '[ICRA] AA+' (pronounced as ICRA double A plus) for the Non-Fund Based Facilities of your Company. The outlook on the Long Term Rating is 'Stable'.

DEPOSITS

Your Company has no unclaimed / unpaid matured deposit or interest due thereon since December 31, 2013. Your Company has not accepted any deposits covered under 'Chapter V - Acceptance of Deposits by Companies' under the Companies Act, 2013 during the financial year ended March 31, 2019.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

In terms of Section 186 of the Companies Act, 2013 and Rules framed thereunder, details of the Loans given and Investments made by your Company have been disclosed in Note No. 5 of the Notes to Financial Statements for the year ended March 31, 2019, which forms part of this Annual Report. Your Company has not given any guarantee or provided any security during the year under review.

RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2019, all transactions with the Related Parties as defined under the Companies Act, 2013 read with Rules framed thereunder were in the 'ordinary course of business' and 'at arm's length' basis. Your Company does not have a 'Material Subsidiary' as defined under Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ['Listing Regulations']. Your Board shall formulate a Policy to determine Material Subsidiary as and when considered appropriate in the future.

Your Company has formulated a Policy on Related Party Transactions and the said Policy has been uploaded on the website of the Company at www.bata.in and is available at the link https://www.bata.in/0/pdf/RelatedPartyTransactionPolicy.pdf. Also, your Company has an internal mechanism for the purpose of identification and monitoring of Related Party Transactions.

During the year under review, your Company did not enter into any Related Party Transactions which require prior approval of the Members. All Related Party Transactions of your Company had prior approval of the Audit Committee and the Board of Directors, as required under the Listing Regulations. Subsequently, the Audit Committee and the Board have reviewed the Related Party Transactions on a quarterly basis. During the year under review, there has been no materially significant Related Party Transactions having potential conflict with the interest of the Company.

Since all Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arm's length basis, therefore details required to be provided in the prescribed Form AOC - 2 is not applicable to the Company. Necessary disclosures required under the Ind AS 24 have been made in Note No. 36 of the Notes to the Financial Statements for the year ended March 31, 2019.

SUBSIDIARIES

The Company has three wholly owned subsidiaries viz., Bata Properties Limited, Coastal Commercial & Exim Limited and Way Finders Brands Limited.

The Annual Reports of these Subsidiaries will be made available for inspection by the Members of the Company at the Registered Office of your Company at 27B, Camac Street, 1st Floor, Kolkata - 700016, West Bengal between 11:00 a.m. and 1:00 p.m. on any working day upto the date of AGM. The Annual Reports along with the Audited Financial Statements of each of the Subsidiaries of your Company are also available on the website of the Company at www.bata.in. The Annual Reports of the aforesaid Subsidiaries for the financial year ended March 31, 2019 shall be provided to the Members of the Company upon receipt of written request from them.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of Financial Statements of the aforesaid Subsidiaries has been provided in Form AOC-1 and forms part of this Annual Report.

The Audited Consolidated Financial Statements (CFS) of your Company for the financial year ended March 31, 2019, prepared in compliance with the provisions of Ind AS 27 issued by the Institute of Chartered Accountants of India (ICAI) and notified by the Ministry of Corporate Affairs (MCA), Government of India also forms part of this Annual Report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in the Form No. MGT-9 as on March 31, 2019 is annexed to this Board's Report and marked as Annexure I. The copy of same has also been uploaded on the website of the Company at www.bata.in and is available at the link https://www.bata.in/bataindia/a-29_s-181_c-42/investor-relations.html.

AUDIT AND AUDITORS

Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditors) Rules, 2014 as amended, M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022) was appointed as the Auditors of the Company for a consecutive period of 5 (five) years from  conclusion of the 84th AGM held in the year 2017 until conclusion of the 89th AGM of the Company scheduled to be held in the year 2022.

The Members may note that consequent to the changes made in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated May 7, 2018, the proviso to Section 139(1) of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the requirement of ratification of appointment of Auditors by the Members at every AGM has been done away with. Therefore, the Company is not seeking any ratification of appointment of M/s. B S R & Co. LLP, Chartered Accountants as the Auditors of the Company, by the Members at the ensuing AGM.

Your Company has received a certificate from M/s. B S R & Co. LLP, Chartered Accountants confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under the provisions of Regulation 33 of the Listing Regulations.

Secretarial Auditors

In terms of the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board at its meeting held on February 12, 2019 appointed M/s. P. Sarawagi & Associates, Company Secretaries, 27, Brabourne Road, Kolkata - 700001, as the Secretarial Auditors of the Company, to conduct the Secretarial Audit for the financial year ended March 31, 2019 and to submit Secretarial Audit Report in Form No. MR - 3.

A copy of the Secretarial Audit Report received from M/s. P. Sarawagi & Associates in the prescribed Form No. MR-3 is annexed to this Board's Report and marked as Annexure II.

Qualification, reservation or adverse remark in the Auditor's Reports and Secretarial Audit Report

There is no qualification, reservation or adverse remark made by the Auditors in their Reports to the Financial Statements (both Standalone and Consolidated) or by the Secretarial Auditors in their Secretarial Audit Report for the financial year ended March 31, 2019.

SIGNIFICANT AND MATERIAL LITIGATIONS / ORDERS

During the year under review, there were no significant material orders passed by the Regulators / Courts and no litigation was outstanding as on March 31, 2019, which would impact the going concern status and future operations of your Company. The details of litigation on tax matters are disclosed in the Auditor's Report and Financial Statements which forms part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In compliance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, a statement containing information on conservation of energy, technology absorption, foreign exchange earnings and outgo of the Company, in the prescribed format, is annexed to this Board's Report and marked as Annexure III.

MANUFACTURING AND SOURCING

Your Company has an elaborate system driven compliance programme in place starting with strict and detailed pre-review for on-boarding procedure in case of a new manufacturing partner in sourcing and also for an associate manufacturer for our own factories. This includes clearance of documents and a thorough compliance audit prior to approval. All our factories have been audited by SGS and have been certified fully compliant by them. Our vendors have also been audited by various competent organizations in order to check their level of compliance. The Company has engaged Lexplosion for providing support and also ensuring that all statutory compliances are being done on time with facility of escalation in case the same is required. This software has been implemented end to end across the organization including all the manufacturing units of the Company. The software provides real-time data visibility and a compliance dashboard. Multiple other initiatives are in progress across Occupational Health, Safety & Environment related aspects of the Company's operations at any given point of time.

To upgrade our associates & our own factories, we have also embarked upon Manufacturing Excellence programme driven by CII (Confederation of Indian Industry) & ICME (Indian Centre for Research and Manufacturing Excellence) to build up their capability which comprehensively covers continuous improvement programs such as 5S, TEI, Integrated Quality &

Sustenance Management, etc. In regard to this, your Company was recognized in the category of Supplier Development at the 11th CII Confederation on National Competitiveness & Cluster Summit held in National Capital.

To remain competitive, your Company has also very strongly focused on innovation & has successfully launched products with anti-microbial properties & ortholite for our Power shoes to increase comfort & fitting experience. Your Company has been working continuously with TBU (Tomas Bata University) based out of Zlin, Czech Republic to improve properties of our rubber compound with better abrasion properties. Apart from such initiatives, your Company has also been using upcycled rubber for rubber soles for sports shoes through its association with Austin Rubber based out of U.S.A. which makes the product not only performance driven, but also eco-friendly.

RESEARCH AND DEVELOPMENT ACTIVITIES AND ENERGY CONSERVATION

Research and Development activities during the year under review continued to emphasize on creating a pollution-free and a safe work environment. Technological improvement in product development, material development, introduction of new footwear moulds, process improvement, etc. were the key focus areas to improve quality of footwear and productivity in manufacturing. During the year under review, an expenditure of Rs. 66.31 Million was incurred on Research and Development (including product development initiatives), as against Rs. 57.93 Million during the financial year 2017-18. Research and Development Centres at Batanagar, Bataganj & Batashatak manufacturing units across India, are approved by the Department of Science & Technology, Government of India.

The Company has adopted a series of energy conservation measures like continuously replacing conventional tubelights with energy efficient LED lights, installation of energy efficient Variable Frequency Drive (VFD) motors in conveyors etc. at its manufacturing units across India. Such energy saving measures led to a saving of energy cost worth approx. Rs. 8.03 Million during the year under review. Your Company shall continue to invest on Research and Development activities and energy saving measures in its manufacturing units in the future as well.

CORPORATE SOCIAL RESPONSIBILITY

Your Board has constituted a Corporate Social Responsibility (CSR) Committee of the Board under the Chairmanship of an Independent Director. A CSR sub-committee comprising of Senior Executives of the Company and a dedicated CSR team undertake and monitor all CSR projects of your Company. Composition of CSR Committee of your Company and other relevant details have been provided in the Corporate Governance Report which forms part of this Annual Report.

The Company works on the belief of its founding family members that Companies should exist to serve a social purpose and enhance the quality of lives of people connected through its business. The Company has a CSR Policy in place which aims to ensure that the Company continues to operate its business in an economically, socially and environmentally sustainable manner, while recognizing the interests of all its stakeholders. It takes up CSR programmes, which benefit the communities in and around the vicinity of its operational presence resulting in enhancing the quality of lives of the people in these areas. The said CSR Policy has been uploaded on the website of the Company at www.bata.in and is available at the link https://bata.in/0/pdf/CorporateSocialResponsibilityPolicy.pdf.

Your Company has spent an amount of Rs. 64.24 Million during the financial year 2018-19 as against its 2% obligation amounting to Rs. 58.07 Million, thereby exceeding its entire CSR obligation. Your Company made significant strides to harness all its resources towards successful execution of the CSR projects across all locations.

Model Schools under Bata Children's Programme (BCP)

Your Company worked with more than 3,000 school children at 6 schools adopted under Bata Children's Programme (BCP) nearto the factories and corporate office. BCP is a global programme which aims to work for the children from underprivileged background and is operational in 30 countries wherever Bata is operational. The focus has been to undertake various initiatives at schools to convert them into Model Schools. A holistic programme across these schools is being implemented focusing on infrastructure upgradation, STEM programme by setting up science and computer labs, life skills programme, improving overall health of the children through regular health checkup camps and awareness sessions, sports activities, etc.

Especially designed programme on female adolescent healthcare, health & sanitation, life skills, sports and sessions on female centered issues have been given a priority for the girl child population at the schools. Separate sessions have been held with the parents to encourage the education of girl child and various other issues relevant to the overall development of their children.

Through our concentrated initiatives and extra-curricular activities, there has been an overall development of children through a period of time. Children have become more regular to school. There has been an increase of 12.50% attendance  of children in Computer Classes. At one school, after Bata's support, the number of children at the school increased from 90 to 214, dropout rate reduced from 38% to 2%, teachers were able to use child friendly teaching learning pedagogy which leads to better learning environment. With implementation of better teaching methodology, nutritious meals and better facilities, the academic performance amongst the children also improved.

Through our library programme, 74% of the students drastically improved in their reading skills and 67% of the students in their writing skills. As a result of the Science Centres established at the schools along with science workshops, children have improved their ability to understand scientific concepts and its application; they have become more aware and curious to understand alternative methods of learning. There was also a noticeable improvement in the knowledge and awareness levels of the children on the issues of well-being, hygiene, sanitation, substance abuse, etc.

Girl Child Empowerment through Project Nanhi Kali

In association with K. C. Mahindra Education Trust, your Company supported education of 92 underprivileged girls under project Nanhi Kali. These girls go to Nanhi Kali academic support centres after school hours, where trained tutors engage the girls in concept based learning, focusing on Mathematics and English. Regular assessments and evaluation of these girls' learning level is an integral part of the project along with efficient tracking of attendance. A school kit is provided to every girl annually, thereby allowing her to attend school with dignity. This kit consists of personal clothing, notebooks, stationery, a school bag, shoes, socks, a raincoat/pullover and feminine hygiene material. The Nanhi Kali team works extensively with parents and communities to sensitize them to become collective guardians of the girls.

Happy Steps Programme

As part of Preventive Healthcare, under the Happy Steps Programme of your Company, we engaged with 11956 school children across Chennai, Bangalore and Hyderabad to conduct foot care awareness workshops. Through activities, presentations and demonstrations, children were made aware on the importance of a healthy feet as the foundation of our body, on how to take care of the feet in our daily lives, foot hygiene, foot exercises, dealing with sports injuries, various foot diseases and ways to prevent them, dealing with diabetic feet, etc. A customized Bata school kit comprising of school socks, polish, laces, brush along with instructions to keep the feet healthy and clean were also distributed amongst the children during the workshops.

Stride with Pride

A consumer engagement programme named 'Stride with Pride', was also introduced, wherein customers were encouraged to donate their pair of old footwear across Bata stores at selected cities. For every pair of old footwear received, Bata donated a new pair to a needy child. In order to reduce inequalities faced by socially & economically backward groups, your Company donated about 85,000 pairs of footwear to the underprivileged children.

Disaster Relief & Rehabilitation

During Kerala floods, your Company, as part of the disaster relief and rehabilitation initiative, contributed to help the people in need of the hour. Rapid response teams of employees at respective regions were formed who travelled to relief camps, distributed basic essentials and footwear. Around 8,400 pairs of footwear were donated to the affected people in Kerala and at Coorg in Karnataka.

Employees of your Company came forward to donate their one day's basic salary. Your Company matched the employees donation and contributed around Rs. 1.40 Million to Kerala Chief Minister's Distress Relief Fund. In association with partners, your Company held medical camps in the affected regions to provide immediate and basic health services to the affected population and also focused on the prevention of epidemics in the region. With support from Global BCP Foundation, your Company is renovating 4 schools which got affected during Kerala floods.

CSR Partners

In our endeavor to deliver the best outcomes, we partnered with specialist organizations who are experts in their field.

Partner

Specialization

Project

SHARP (School Health Annual Report Programme)

Preventive Healthcare

BCC (Behaviour Change Communication) workshops for school children.

NIIT Foundation

Computer education

'Hole in the Wall' computer project in schools, Computer labs

Ingenuity EduLabs LLP

Creative science workshops

Hands on science workshops with school children

Agastya International Foundation

Science Education

Science Centres in schools

Katha

Library education

Enhancing reading writing skills

K. C. Mahindra Education Trust

Education of girl child

Learning centres after school hours

Sugam NGO

School for underprivileged children

Non-formal school for underprivileged children

SEEDS (Sustainable Environment and Ecological Development Society)

Disaster Management

Kerala flood school renovation

Sulabh Sanitation Mission Foundation and Delhi Metro Rail Corporation (DMRC)

Sanitation

Public Toilets at metro rail stations

Sambhav Foundation

Vocational skills

Training partner for retail sales

Centum Foundation

Vocational skills

Training partner for retail sales

 

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Annual Report on CSR Activities has been annexed to this Board's Report and marked as Annexure IV

SUPPORT FROM BATA SHOE ORGANIZATION

Your Company continues to receive support from the Holding Company - Bata (BN) B.V, Amsterdam, The Netherlands and also from Bata Shoe Organization (BSO). Your Company also enjoys the benefits of technical research through Global Footwear Services Pte. Ltd., Singapore (GFS). Your Company has renewed the Technical Collaboration Agreement with GFS with effect from January 1, 2011 for a period of ten years. In terms of the said Technical Collaboration Agreement, your Company receives guidance, training of personnel and services from GFS in connection with research & development, marketing, brand development, footwear technology, testing & quality control, store location, layout & design, environment, health & safety, risk & insurance management, etc. Your Company continues to obtain expertise and experience from the personnel of GFS and other BSO group Companies to improve its product range and operational processes throughout the year. In terms of the renewed Agreement as aforesaid, your Company has paid technical services fee of Rs. 283.96 Million to GFS during the financial year ended March 31, 2019, which is around 1% of the Turnover of your Company.

BOARD OF DIRECTORS, BOARD MEETINGS AND KEY MANAGERIAL PERSONNEL

Your Company's Board is duly constituted and in compliance with the requirements of the Companies Act, 2013, the Listing Regulations and provisions of the Articles of Association of the Company. Your Board has been constituted with requisite diversity, wisdom, expertise and experience commensurate to the scale of operations of your Company.

During the year under review, a total of four Meetings of the Board of Directors of the Company were held, i.e., on May 22, 2018; July 20, 2018; November 2, 2018 and February 12, 2019. Also, the Board of Directors have passed 2 (two) Resolutions by Circulation dated December 12, 2018 and March 31, 2019. Details of Board composition and Board Meetings held during the financial year 2018-19 have been provided in the Corporate Governance Report which forms part of this Annual Report.

At the 85th AGM with the approval of the Members, Mr. Sandeep Kataria (DIN: 05183714) was appointed as the Whole-time Director and Chief Executive Officer of the Company for a period of five consecutive years with effect from November 14, 2017. In terms of Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, the period of office of Mr. Kataria shall be liable to retire by rotation.

During the year under review, Mr. Christopher MacDonald Kirk (DIN: 07425236), Non-Executive Director, who retired at the 85th AGM, was re-appointed as a Director of the Company. Subsequently, consequent upon his resignation from the Board of Compass Limited, Bata Shoe Organisation (BSO), Mr. Kirk had tendered his resignation as a Director of Bata India Limited ('the Company') with effect from January 31, 2019. The Board expressed its deepest appreciation for the valuable contribution made by Mr. Kirk during his tenure as a Director of the Company and noted his significant contribution towards the success of the organization.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company through Resolution by Circulation dated December 12, 2018 has approved the appointment of Mr. Ashok Kumar Barat (DIN: 00492930) as an Additional Director of the Company with effect from December 17, 2018 to hold office as an Independent Director of the Company for a term of 5 (five) consecutive years, subject to approval of the Members of the Company at the ensuing AGM. Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its Meeting held on February 12, 2019 has appointed Mr. Alberto Michele Maria Toni (DIN: 08358691) as an Additional Director (Category-Non-Executive Director) of the Company with effect from February 12, 2019 to hold office up to the date of the ensuing AGM.

The Company has received Notice under Section 160 of the Companies Act, 2013 from the Member(s) of the Company signifying the candidature of Mr. Barat and Mr. Toni for their appointment as Director(s) of the Company at the ensuing AGM. A brief profile along with necessary disclosures of Mr. Barat and Mr. Toni has been annexed to the Notice convening the ensuing AGM. Your Board recommends appointment of Mr. Barat as a Director and also as an Independent Director of the Company for a term of 5 (five) consecutive years commencing from December 17, 2018. Your Board also recommends appointment of Mr. Toni as a Director (Category-Non-Executive Director), liable to retire by rotation.

Mr. Ram Kumar Gupta (DIN: 01125065), Director Finance and Chief Financial Officer of the Company is due to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Your Board recommends re-appointment of Mr. Gupta as a Director of the Company, liable to retire by rotation.

Mr. Akshay Chudasama (DIN:00010630) and Ms. Anjali Bansal (DIN:00207746) were appointed as Independent Directors of the Company at an Extraordinary General Meeting of the Company held on August 4, 2014, for a term of five (5) consecutive years each. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have proposed their re-appointment for a second term of five (5) consecutive years at the ensuing AGM for the approval of the Members by way of special resolution(s). Resolutions requiring re-appointment(s) have been annexed to the Notice convening the ensuing AGM.

Mr. Uday Khanna (DIN: 00079129), Chairman and Independent Director, after 13 years as a Director including the last 8 years as the Chairman has decided not to offer himself for re-appointment and will relinquish his position on the Board with effect from August 4, 2019. This is in consonance with the Company's internal convention of Bata India Chairman retiring at the age of 70, which he will reach by year end.

The Board places on record its deep sense of gratitude and sincere appreciation for the immense contribution made by Mr. Khanna towards the growth and development of your Company.

Mr. Uday Khanna (DIN: 00079129), Mr. Ravindra Dhariwal (DIN: 00003922), Mr. Akshay Chudasama (DIN:00010630), Ms. Anjali Bansal (DIN:00207746) and Mr. Ashok Kumar Barat (DIN: 00492930), Independent Directors of your Company have declared to the Board of Directors that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 read with Regulations 16(1)(b) and 25(8) of the Listing Regulations and there is no change in their status of Independence and have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

Mr. Rajeev Gopalakrishnan (DIN: 03438046), Managing Director, Mr. Sandeep Kataria (DIN: 05183714), Whole-time Director and Chief Executive Officer, Mr. Ram Kumar Gupta (DIN: 01125065), Director Finance and Chief Financial Officer and Mr. Arunito Ganguly, Assistant Vice President, Company Secretary & Compliance Officer are the Key Managerial Personnel (KMP) of your Company.

The Board of Directors confirms that the Independent Directors have affirmed compliance with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013 and also with the Company's Code of Conduct applicable to all the Board Members and Senior Management Personnel of the Company for the financial year ended March 31, 2019.

Necessary Resolution(s) alongwith disclosure(s) / information(s) in respect of the directors seeking appointment / re-appointment at the ensuing AGM has been annexed to the Notice convening the ensuing AGM.

AUDIT COMMITTEE

The Board of Directors of your Company has duly constituted an Audit Committee in compliance with the provisions of Section 177 of the Companies Act, 2013, the Rules framed thereunder read with Regulation 18 of the Listing Regulations. The terms of reference of the Audit Committee has been duly approved by the Board of Directors. The recommendations made by the Audit Committee are accepted by your Board.

The Audit Committee consists of five Independent Directors and two Non-Executive Directors. The Audit Committee met four times during the financial year ended March 31, 2019, i.e., on May 22, 2018; July 20, 2018; November 2, 2018 and February 12, 2019. Mr. Ashok Kumar Barat, Independent Director is the Chairman of the Audit Committee.

Name of committee members, number of meetings held during the year under review, power of audit committee, terms of reference and other requisite details have been provided in the Corporate Governance Report which forms part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

Your Board has adopted a Remuneration Policy for identification, selection and appointment of Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company. The Policy provides criteria for fixing remuneration of the Directors, KMPs, SMPs as well as other employees of the Company. The Policy enumerates the powers, roles and responsibilities of the Nomination and Remuneration Committee.

Your Board, on the recommendations of the Nomination and Remuneration Committee, appoints Director(s) of the Company based on his / her eligibility, experience and qualifications and such appointment is approved by the Members of the Company at General Meetings. Generally, the Managing Director and Whole-time Directors (Executive Directors) are appointed for a period of five years. Independent Directors of the Company are appointed to hold their office for a term of upto five consecutive years on the Board of your Company. Based on their eligibility for re-appointment, the outcome of their performance evaluation and the recommendation by the Nomination and Remuneration Committee, the Independent Directors may be re-appointed by the Board for another term of five consecutive years, subject to approval of the Members of the Company. The Directors, KMPs and SMPs shall retire as per the applicable provisions of the Companies Act, 2013 and the policy of the Company. While determining remuneration of the Directors, KMPs, SMPs and other employees, the Nomination and Remuneration Committee ensures that the level and composition of remuneration are reasonable and sufficient to attract, retain and motivate them and ensure the quality required to run the Company successfully. The relationship of remuneration to performance is clear and meets appropriate performance benchmarks and such remuneration comprises a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals. The Company follows a compensation mix of fixed pay, benefits, allowances, perquisites, performance linked incentives and retirement benefits for its Executive Directors, KMPs, SMPs and other employees. Performance Linked Incentive is determined by overall business performance of your Company. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the Board of Directors and Members of the Company. The Company pays remuneration to Independent Directors by way of sitting fees and commission on the net profits of the Company. Non-Executive Non-independent Directors of your Company do not accept any sitting fees / commission. Remuneration to Directors is paid within the limits as prescribed under the Companies Act, 2013 and the limits as approved by the Members of the Company, from time to time.

During the year under review, there was no change in the Nomination and Remuneration Policy of the Company and the said Policy has been uploaded on the website of the Company at www.bata.in and is available at the link https://bata.in/0/pdf/Remuneration-Policy_2015.pdf. Your Company conducts a Board Evaluation process for the Board of Directors as a whole, Board Committees and also for the Directors individually through self-assessment and peer assessment. The details of Board Evaluation process for the financial year 2018-19 have been provided in the Corporate Governance Report which forms part of this Annual Report.

DISCLOSURES ON REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

Information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and subsequent amendments thereto, is annexed to this Board's Report and marked as Annexure V.

A statement containing the information of top ten employees in terms of remuneration drawn and particulars of every employee of the Company, who was in receipt of remuneration not less than the limits specified under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and subsequent amendments thereto, is annexed to this Board's Report and marked as Annexure VI.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the profit of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

In terms of provisions of Section 177 of the Companies Act, 2013 and Rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be communicated. A Vigil Mechanism Committee under the Chairmanship of the Audit Committee Chairman is also in place. Your Board has amended the existing policy and adopted the revised Whistle Blower Policy, effective from April 1, 2019 which has been uploaded on the website of the Company at www.bata.in and is available at the link https://bata.in/0/pdf/Bata-WhistleBlowerPolicy.pdf. The Policy provides access to the Legal Head of the Company and to the Chairman of the Audit Committee.

No person has been denied an opportunity to have access to the Vigil Mechanism Committee and the Audit Committee Chairman.

CONFIRMATION OF COMPLIANCE ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to provide a safe and secure environment to its women employees across its functions and other women stakeholders, as they are considered as integral and important part of the organization.

In terms of provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, your Company has duly adopted a Policy and has also complied with the provisions relating to the constitution of Internal Complaints Committee (ICC).

Your Company has been conducting awareness campaign across all its manufacturing units, warehouses, retail stores and office premises to encourage its employees to be more responsible and alert while discharging their duties.

A summary of the complaints dealt during the financial year ended March 31, 2019 in terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder has been provided in page no. 91 of the Corporate Governance Report which forms part of this Annual Report.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company's internal financial control ensures that all assets of the Company are properly safeguarded and protected, proper prevention and detection of frauds and errors and all transactions are authorized, recorded and reported appropriately. Your Company operates through definitive Chart of Authorities (COAs) and Standard Operating Procedures (SOPs) in respect of its operations including financial transactions. Such COAs and SOPs are regularly monitored and if required, modified from time to time depending on business requirements.

Your Company has an adequate system of internal financial controls commensurate with its size and scale of operations, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

Such practice provides reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with the applicable legislations and that the same are well within the COAs and SOPs, without exception. Your Company also monitors through its Internal Audit Team the requirements of processes in order to prevent or timely detect unauthorized acquisition, use or disposition of the Company's Assets which could have a material effect on the Financial Statements of the Company. The Internal Audit function is responsible to assist the Audit Committee and Risk Management Committee on an independent basis with a complete review of the risk assessments and associated management action plans.

Risk Management is embedded in the Company's operating framework. Your Company believes that risk resilience is key to achieving higher growth. To this effect, there is a robust process in place to identify key risks across the Company and prioritize relevant action plans to mitigate these risks. Risk Management framework is reviewed periodically by the Board, the Audit Committee and the Risk Management Committee, which includes discussing the management submissions on risks, prioritising key risks and approving action plans to mitigate such risks. An assessment of cyber security has also been carried out in compliance with the requirement of the Listing Regulations and a mitigation plan has been made to counter such risks.

The Internal Audit Report and Risk Inventory Report are reviewed periodically by the Audit Committee of the Board of Directors. The Chief Internal Auditor is a permanent invitee to the Audit Committee Meetings. The Audit Committee advises on various risk mitigation exercises on a regular basis. Your Company has been maintaining a separate Internal Audit Team headed by the Chief Internal Auditor appointed by the Audit Committee of your Board.

Your Board has also constituted a Risk Management Committee comprising of the Directors and Senior Executives of the Company under the Chairmanship of the Managing Director of the Company. The terms of reference of the Risk Management Committee and a Risk Management Policy of the Company have also been approved and adopted.

Your Board is of the opinion that the Internal Financial Controls, affecting the Financial Statements of your Company are adequate and are operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013 and Rules framed thereunder with respect to the Company's nature of business.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry structure and developments

India's resource strengths in the form of materials and skilled manpower is a comparative advantage for the country. The increasing use and variety of footwear is leading to an upsurge in demand indicating higher growth prospects for the footwear industry. While Tier I cities have always been brand centric, Tier II and Tier III cities are catching up and therefore sales of branded products are expected to grow significantly in the future.

The Indian footwear market is expected to grow at a double digit and by the year 2022, total market is expected to be around Rs. 72,000 crores with a CAGR of 11%. The Branded footwear is expected to garner substantial market share and this will be supported by the growth in both organized and online retail sale simultaneously. Branded footwear currently accounts for around 45% and unbranded dominates with 55% market share respectively. In case of online retail, Brands are also launching dedicated product range for online channel to differentiate from offline channel and are using data analytics to grow the business. The online sale of footwear is expected to grow in high double digits.

The growing population and the continuous demand has made India the second largest producer of footwear in the world after China and also the world's third-largest footwear consumer after China and the USA. It is estimated that more than 80% of the produced goods are consumed within the domestic market. The market has also witnessed expansion of existing international brands in the country and the entry of premium formal and sportswear brands.

The change in lifestyle, preferences, growing health and fitness awareness amongst urban Indians has also led to a boost in the fitness footwear industry in India. As a result, products like apparel, accessories and variety of fitness equipment now tops priority in shopping lists of consumers around the country primarily including comfortable branded fitness footwear. The Indian fitness footwear segment is witnessing a steady boom and is expected to grow with rapid pace during 2019 -21.

The Indian footwear industry has been witnessing a change from a need-based industry to fashion, style and fitness oriented industry and it has also got the potential to increase its global market share in footwear export. With changing lifestyles and increasing affluence, domestic demand for footwear is projected to grow at a faster rate than it has been seen during the last 10 years.

Opportunities and Threats

Changes in the external business environment along with growing competition from domestic and foreign players in the industry has posed challenges for sustained future growth. To maintain such growth, your Company is taking necessary steps such as focusing on stylish, comfortable and durable quality products so as to be ahead of competition.

Sports and Kids categories are one of the fastest growing among all categories therefore attracting traction from all footwear brands. Your Company is set to take leverage of our strong brands Power and Bubblegummers including testing of exclusive concept stores. Another opportunity is the upgradation of consumers from unorganized and low priced footwear to branded and lifestyle products thereby enhancing their experience. Your Company is uniquely placed to take advantage of this trend with its aspirational brand image, wide range of recognized brands and unparalled retail footprint.

With the infusion of new lines in men's and women's contemporary collection along with exciting and colorful range for teenage consumers and a range of offerings for the sports & fitness lovers the footfalls at stores are increasing. A range of products in the casual and lifestyle offering especially for working women are expected to create a sustained demand for the future.

The brick and mortar retail industry is also expected to witness intense competition from the innovative digital platforms. Your Company has increased its focus on consumer facing technology and rolled out a full suite of Omni-Channel solutions in 400+ stores as well as upgraded our online experience.

Segment wise or product wise performance

Your Company operates in Footwear & Accessories Segment only and performances of major business categories and key brands of your Company during the financial year ended March 31, 2019 are highlighted below:

Retail Business

Your Company has followed a strategy of driving same store growth while adding new retail stores in Malls and High Street locations to enhance its Retail footprint. These spacious new stores are located in the growing markets of the country and are based on the global design 'Red Angela Store Concept'. These stores are the new face of Bata in India & the first touchpoint for consumers to experience Surprisingly Bata. It has simple clean lines of design thinking and uses essentially 2 colours, red & white that are uniquely identified with brand Bata.

Your Company shall continue to make investment on renovating existing stores hence creating a delightful shopping experience for the customers by improving store layouts and creating an emphasis on key products within the retail stores. Your Company plans to focus on building the Bata Brand and attract more footfalls in the retail stores through breathtaking windows, in-stores activities and amplify various new launches of products and collections. Your Company is also focused on improving customer service at stores through regular training of store staff. Your Company has initiated a Store Excellence Program which aims to improve customer journey inside the stores & improve business parameters while delivering excellent customer service.

During the financial year ended March 31, 2019, your Company opened 71 new Bata retail stores, 51 Franchisee stores & renovated 47 stores across India. Your Company also relocated 14 stores and closed 28 stores.

Your Company is strengthening various brands under the umbrella of Bata like Power & Bubblegummers & have continued testing these formats in couple of more locations. Now your Company operates 3 Power & Bubblegummers stores. A new concept of Bata Woman also has been tested with 2 stores in Bengaluru. These new concept stores would open new consumer segments for us in times to come.

Digital Multi-Channel Business

Your Company's online business has recorded a significant growth during the year under review. Your Company sold more than 1.5 million pairs of footwear through online channels and achieved a turnover of over Rs. 1,200 Million. Your Company's e-commerce presence has penetrated in 1000+ cities and towns across India.

During the fiscal year, your Company's e-commerce division worked on identifying market opportunities for business growth in the existing online business models including B2B and B2C. Your Company has strengthened its e-commerce team for creating an edge in online marketing. From online customer segmentation, purchase behaviour analysis to direct and indirect competition analysis, the business maximized its reach to potential online buyers in footwear and accessories category. Cross-channel promotions and performance-driven e-commerce marketing campaigns got the overall website's www.bata.in business off the ground with an increase in traffic from 4.50 Million to 9 Million. Your Company strengthened its online customer database more than doubling it by reaching out to the leading telecom, airline and banking players in association with affiliate partners. Your Company's website launched Endless Aisle while connecting retail store inventory to online website with technical integration multiplying the business potential. Your Company's B2B business has grown across all partner portals - Amazon, Flipkart, Myntra and Jabong - with a steep increase in secondary sales through competitive product offerings, rigorous marketing campaigns including Cost per Click (CPC) and Cost per Million Impressions (CPM) while diligently participating in brand specific and category specific events. Various market expansion strategies were put in place like expansion of brand presence through marketplace model by listing products on high-traffic generating websites including TataCliq, ShopClues, Limeroad etc. Your Company's e-commerce website www.bata.in implemented CDN services to improve overall load time of the website which reduced from 15 sec to 7 sec per new session.

Hush Puppies

Hush Puppies entered Indian market 20 years ago & initially positioned as Premium Men's Dress Footwear Brand. Last year also, as a team we have worked on the products, marketing, stores & overall customer experience to re-position it as International Premium Lifestyle Brand, which is in synchronisation with current global brand positioning. Today, Hush Puppies is the biggest brand in Premium Footwear space with increasing market share on year to year basis.

The Brand has traversed from being Men Dress brand to becoming a Lifestyle Casual footwear brand in last couple of years. The product mix varies from Dress to casual, from closed to open footwear in both Men & Ladies with a strong presence in Hand Bags / Socks / Accessories. It has now shoes for literally all occasions in a life of an urban consumer. Hush Puppies believe in vision of treating the world to their favorite shoe. With increasing per capita footwear consumption & a wide variety of national& international brands operating, Indian market has become really exciting turf to play on. Hush Puppies would like to maintain its leadership position in market as well as in the heart of Indian consumers.

Currently, the main focus is on urban Indians residing in Metro & Tier I and Tier II cities through Hush Puppies concept stores & through a wide Bata Network that goes up-toTier III cities as well. Fast growing online (e-commerce) is helping us virtually reaching every corner of India & helping aspiring consumers to own a pair of Hush Puppies. This Brand is already having 90+ Company owned & managed Exclusive Brand Outlets which would cross 100 mark by the end of 2019.

Hush Puppies is an aspirational brand for urban India & we will continue to attract consumers through exceptional products, beautiful stores which are in-line with Global store concepts & best in-class customer service.

Children's Footwear

In order to cater to the children's ever changing footwear demand, your Company has been introducing many new designs and innovative footwear. Through 'Bubblegummers' brand of footwear, your Company has always been striving to make quality shoes with uncompromising comfort and features that safeguard their little feet. Bubblegummers is retailed through all Bata stores across the Country and has been the first point of contact to start our consumers' journey to establish long term association with Bata. With 18% of the Country's population below the age of 10 years, the potential to grow in the children category of footwear is huge, which makes this category as one of the key focus areas for your Company.

Your Company has further established an association with The Walt Disney Company India Pvt. Ltd. and working with a set of designers from Disney, to create a complete collection covering all types of footwear ranging from casual shoes, canvas shoes and Ballerinas to everyday-wear sandals and chappals. Your Company has created exclusive 'Disney Corners' in some of its key retail stores across major cities in India to highlight the collection and add value to the children category of footwear range.

Non-Retail Business

Your Company's non-retail business division comprises of urban wholesale, industrial and institutional business divisions and exports. Across all the divisions, actions are taken to improve customer service, enhancing quality of Product / Packaging and Upgrading the capability of Employees.

• Innovation: There are lots of legendary products with Bata which has huge consumer base built over many decades. Efforts are being made to ensure that they are available in their nearest footwear store. We have also launched some brands like Way Finder to make the brand more casual, young and aspirational.

• Introduction of New Practices / Products: We have launched / upgraded about 400 articles this year which are best in class in terms of Comfort and target youth and ladies. We have also initiated changes in the way we manage our Supply chain. The Demand planning and forecasting process has been re-hauled which is helping in better customer service to our wholesalers as well as Industrial/Institutional Customer.

• Expansion: The Expansion in MBO's (Multibrand Outlets) as well as in Industrial and Institutional Customer base concept has been activated which have yielded good results in last few months. During the year, Bata Product availability has got enhanced in 100 new towns across the country.

• Technology Upgradation: We have initiated technological upgradation in our billing and MIS system. This has helped us taking faster decision based on right information at almost on real time basis.

Customer Care Initiatives

Customer Service and Experience has been a big focus area of the Company. There is a dedicated customer service team to ensure that customers don't face any inconvenience and their concerns are addressed in a timely and amicable way. Atoll free customer support number is in place so that customers can reach out directly to the Company as well as via other channels like e-mail, facebook, twitter, etc. The Company ensures that all customer concerns are resolved within minimum timelines.

The Company has also been collecting customers feedback on their shopping experience and measuring it as per the global standard tool NPS since January 2018. The Company has started an initiative to close loop Detractors (customers who give negative feedback) by calling them and addressing / resolving their queries.

Bata Club

The Company's loyalty programme Bata Club has increased over the years and currently it has over 25 Million members. The programme engages with its members continuously and rewards them with special benefits to drive repeat purchase, conversion and footfalls. The Company has also started doing various innovative technology-driven promotions to leverage big festivals and events and further increase engagement from its member base.

Outlook

Your Company has an established leadership position in the industry and the most trusted name in branded footwear and accessories. With the change in customer preferences, shoes have become a style statement especially among the teenagers, youth and the affluent working class. The domestic demand for footwear is projected to grow at a fast pace. The inclination towards purchase of products manufactured by established brands is increasing. The digital platform, presence in social media, blogs and advertisements are fast catching up with the brick and mortar sales model. Your Company is proactively engaged in taking appropriate steps to tap these opportunities in order to improve its market share and retain its leadership position in the organized footwear and accessories sector of the industry.

Risks and Concerns and Contingent Liabilities

Your Company acknowledges the fact that competition from both domestic and international players is increasing by every passing day. In addition to increasing competition, the changing customer's behaviour and impact of online marketing initiatives have an effect on your Company's performance since your Company has a huge network of retail stores Pan India. With the opportunity for employment, gradually increasing people / talent retention is considered as a challenge. Your Company also realizes that modernization of IT. systems along with having suitable protection from risk of loss / theft of data is one of the major areas of concern globally. Your Company monitors its major risks and concerns at regular intervals. Appropriate steps are taken in consultation with all concerned including the Risk Management Committee and the Audit Committee of the Board to identify and mitigate such risks.

During the normal course of its business operations, your Company has been subjected to litigations in connection with or incidental thereto. These litigations include civil cases, excise and customs related cases, etc. filed by and against the Company. These cases are being pursued with due importance and in consultation with legal experts in respective areas. Your Board believes that the outcome of these cases are unlikely to cause a materially adverse effect on the Company's profitability or business performance. Your Company has a Contingent Liability of Rs. 435.89 Million as on March 31, 2019 as compared to Rs. 460.54 Million as on March 31, 2018. Attention is drawn to the explanations mentioned in Note No. 31 of the Notes to Financial Statements for the financial year ended March 31, 2019. In view of the present status and based on legal advice obtained from time to time, your Board is of the opinion that no provision is required to be made against these Contingent Liabilities.

Internal control systems and their adequacy

A separate paragraph on internal control systems and their adequacy has been provided elsewhere in the Board's Report. Discussion on financial performance

Your Company has been able to achieve profitable growth and believes that this is sustainable, barring unforeseen circumstances.

The Earnings per Share (EPS-Basic and Diluted) of your Company for the financial year ended March 31, 2019 was at Rs. 25.65 as compared to the (EPS-Basic and Diluted) for the previous financial year ended March 31, 2018 was at Rs. 17.40. Your Company recorded EBITDA margin of 16.30% during the financial year under review as compared to 13.40% during the financial year 2017-18.

Your Company does not have any Bank Borrowings and the entire capital expenditure has been funded through internal sources.

The Capital Expenditure incurred during the year under review amounted to Rs. 911.96 Million as compared to Rs. 930.77 Million in the previous year.

Details of significant changes in key financial ratios alongwith explanation

In compliance with the requirement of the Listing Regulations, the key financial ratios of the Company alongwith explanation for significant changes (i.e., for change of 25% or more as compared to the immediately previous financial year will be termed as 'significant changes'), has been provided hereunder:

SI. No.

Particulars*

2018-19

2017-18

0)

Debtors to Sales (in days)

8

12

(ii)

Inventory to Turnover Ratio (in months)

3.44

3.47

(iii)

Interest Coverage Ratio

116.53

69.89

(iv)

Current ratio

2.92

2.76

(v)

Debt Equity Ratio*

-

-

(vi)

Operating Profit Margin (%)

14.11

11.13

(vii)

Net Profit Margin (%)

11.26

8.48

(viii)

Return on Net worth (%)

18.88

15.12

The Government of India has implemented Goods and Services Tax (GST) from July 2017 subsuming excise duty, service tax and various other indirect taxes. Accordingly, the Revenue for the financial year ended March 31, 2019 as reported in the Statement of Profit and Loss are not comparable with the previous financial year. Therefore, the Ratio relating to Turnover are not comparable with the previous financial year.

There is no borrowing in the Company. However, Finance cost includes interest expenses accounted for various deposits in accordance with Ind AS 109, Financial Instruments.

• The significant changes in Debtor Turnover Ratio has been recorded on account of increase in turnover and reduction in receivables which resulted into reduction of outstanding receivable days.

• The significant changes in Interest Coverage Ratio has been recorded due to significant increase in Earnings Before Interest and Taxes (EBIT) with reduction in finance cost of the Company.

• The significant changes in Operating Profit Margin (%), Net Profit Margin (%) and the Net worth Ratio (%) is due to cost efficiencies/productivity improvement and premiumisation of our product range leading to increased profits.

The other financial ratios of the Company relating to previous 10 years has been provided in other part of Annual Report 2018-19.

Material developments in human resource / industrial relations front, including number of people employed

Your Company has been continuously working to improve human resources skills, competencies and capabilities in the Company, which is critical to achieve desired results in line with our strategic business ambitions. Some key initiatives that have been taken during the financial year 2018-19 in this direction are summarized below:

Execution of Long Term Agreement (LTA) for settlement of dues with the Worker's Union at the manufacturing unit of the Company at Bataganj, Patna.

Industrial relations at all the manufacturing units of your Company have been harmonious and peaceful with active involvement of the employees in the collective bargaining process. Your Company has also encouraged wholehearted participation of the employees and union in improving productivity as well as quality of its products.

The goal setting process was cascaded from the Top aligned with Country's strategies and goals for the year. With a co-ownership of goals at the Department Head level, a complete alignment in the organization was possible. A quarterly review of scorecard helped to further strengthen the process.

• Multiple set of training programmes have been designed and rolled out in phases focusing on functional and behavioral needs of an individual. Some of these include Leadership & Coaching for Leaders who manage Managers, Personal Effectiveness for all individual contributor roles, first time Leaders, Negotiation skills and B2B sales process and capability. Cross functional training is another key area of focus.

Keeping up with the philosophy of Learning is individual driven and organization facilitated, we are now building a catalogue of online training modules which an individual can access on their own anytime.

For our store staffs, an online learning platform was launched in 2018, this now is available to over 4000 employees across 800 stores. On this 24/7 learning platform, the employees complete their Product training & certification as well as gain useful knowledge on new launches and campaigns.

• 'Stepping Stones' is our new career programme being launched which would enable an employee to make a choice of role across functions, understand the differentiating competencies and work out a learning plan. It's a tool to empower the employees take the right decision for themselves.

• As on March 31, 2019, there were 4,890 permanent employees on the rolls of your Company. CAUTIONARY STATEMENT

There are certain Statements which have been made in the Management Discussion and Analysis Report describing the estimates, expectations or predictions, may be read as 'forward-looking statements' within the meaning of applicable laws and regulations. The actual results may differ materially from those expressed or implied. The important factors that would make a difference to the Company's operations include demand-supply conditions, raw material prices, changes in Government Policies, Governing Laws, Tax regimes, global economic developments and other factors such as litigation and labour negotiations.

BUSINESS RESPONSIBILITY REPORT (BRR)

In compliance with the provisions of Regulation 34(2)(f) of the Listing Regulations read with the SEBI Circular No. CIR/CFD/ CMD/10/2015 dated November 4, 2015, your Company has prepared a BRR in the prescribed format for the financial year ended March 31, 2019 describing initiatives undertaken by it from an environmental, social and governance perspective, which is annexed to the Board's Report and marked as Annexure VII. The BRR has been uploaded on the website of the Company at www.bata.in and is available at the link https://bata.in/bataindia/a-29_s-181_c-42/investor-relations.html.

CORPORATE GOVERNANCE

In compliance with the provisions of Regulation 34 of the Listing Regulations read with Schedule V to the said Regulations, the Corporate Governance Report of your Company for the financial year ended March 31, 2019 and a Certificate received from M/s. B S R & Co., LLP, Chartered Accountants, the Auditors, on compliance with the provisions of Corporate Governance requirements as prescribed under the Listing Regulations, are annexed and forms part of this Annual Report.

ACKNOWLEDGEMENTS

Your Board is grateful for the continuous patronage of our valued customers and remains committed to serving their needs by delivering more style and comfort at every step. Our Board acknowledges and appreciates the relentless efforts by employees, workmen and staff including the Management headed by the Executive Directors who have all worked together as a team in achieving a commendable business performance year on year.

Your Board is also indebted to the unstinted support and trust reposed by you, our shareholders and are also thankful to the Bata Shoe Organization (BSO) for their ongoing support and guidance.

Your Board greatfully acknowledges the support and cooperation it receives from all its suppliers, vendors and dealers as well as the regulatory authorities of the Central and State Governments in India.

Your Board wishes to place on record its deep appreciation of the Independent Directors and the Non-Executive Directors of the Company for their great contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which helps your Company to take the right decisions in achieving its business goals.

 

For and on behalf of the Board of Directors

 

UDAY KHANNA

Place : Gurugram

Chairman

Date : May 24, 2019

DIN: 00079129

ANNEXURE TO THE BOARD'S REPORT

DIVIDEND DISTRIBUTION POLICY

1. OBJECTIVE

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI notification dated July 8, 2016, and in accordance with the requirements of the Companies Act, 2013 and Rules thereof, the Board of Directors of Bata India Limited ('the Company') at its Meeting held on November 25, 2016 has adopted the Dividend Distribution Policy.

2. BACKGROUND

The Company was incorporated as Bata Shoe Company Limited on December 23, 1931 under the Indian Companies Act, 1913 with its Registered Office in Kolkata, West Bengal. The name was subsequently changed to Bata India Limited on April 23, 1973. Bata India Limited has been declaring dividend since 1973, except in the years 1974, 1992, 1994-1997 and 2002-2006. The Company recognizes the need to lay down a broad framework for considering decisions by the Board of the Company, with regard to distribution of dividend to its shareholders and/or retaining or plough back of its profits.

3. EFFECTIVE DATE

The Policy shall be effective from December 1, 2016.

4. DEFINITIONS

a) Act means the Companies Act, 2013, and any statutory modification thereof.

b) Company means Bata India Limited.

c) Board of Directors orBoard, means the collective body of the directors of the Company.

d) dividend includes any interim dividend.

e) financial year, means April 1 to March 31 every year.

f) free reserves means such reserves which, as per the latest audited balance sheet of the Company, are available for distribution as dividend:

Provided that-

(i) any amount representing unrealised gains, notional gains or revaluation of assets, whether shown as a reserve or otherwise, or

(ii) any change in carrying amount of an asset or of a liability recognized in equity, including surplus in profit and loss account on measurement of the asset or the liability at fair value,  shall not be treated as free reserves;

g) IEPF means Investor Education and Protection Fund set up by the Government of India. h) MCA means Ministry of Corporate Affairs.

5. THE REGULATORY FRAMEWORK

The recommendation, declaration and payment of dividend by the Company is subject to the provisions of Sections 123 and 134(3)(k) of the Companies Act, 2013 read with Companies (Declaration and Payment of Dividend) Rules, 2014 and Regulations 12, 29, 42, and 43 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

6. GENERAL POLICY OF THE COMPANY AS REGARDS DIVIDEND

a) The Board shall determine the payment of dividend in a particular financial year after taking into consideration the following factors:

i. Financial performance of the Company, including the Net Profit earned during the current and previous years and also the accumulated profit (loss) of the earlier years.

ii. Statutory requirements including the Taxation Laws and other applicable Securities Laws.

iii. The level of its liquid assets.

iv. Past Dividend trends of the Company.

v. Replacement of capital assets, expansion, diversification and modernization projects involving substantial capital expenditure.

vi. Required expenditure in R & D.

vii. Expectations of shareholders, who generally invest with the hope of getting a constant return.

viii. Obligations to Creditors, if any.

b) The Company may transfer any amount to General Reserve before the declaration of dividend in any financial year as may be decided by the Board. The Company may consider capitalization of profits or reserves of the Company for the purpose of issuing fully paid-up bonus shares, irrespective of declaration of dividend.

c) In the event of inadequacy of profits, the Board may decide not to declare dividends for that financial year or declare dividend out of free reserves, subject to the compliance of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

d) The Company presently has only one class of shares (Equity shares). Hence, parameters which are required to be adopted for various classes of shares do not apply to the Company.

e) The Company shall disclose the Dividend Distribution Policy in its Annual Report and shall also post it on the website of the Company. If the Company proposes to declare dividend on the basis of parameters in addition to those mentioned in the policy, it shall disclose such changes along with the rationale for the same in its Annual Report and on its website.

f) Appropriate Dividend Distribution Tax shall be paid before the dividend is distributed amongst the shareholders.

7. MANNER OF DIVIDEND PAYOUT

a) In case of final dividends

i. The Board shall recommend dividend to the shareholders, which shall be paid subject to approval of the shareholders at Annual General Meetings of the Company.

ii. Dividends shall be paid only out of current profits or past profits after providing for depreciation and setting off losses, if any.

iii. The amount of the dividend shall be deposited in a scheduled bank in separate account within 5 days from the declaration of dividend.

iv. The payment of dividends shall be made within 30 days from the date of declaration to the shareholders entitled to receive the dividend on the record date as per the applicable law.

b) In case of interim dividend

i. Interim dividend, if any, shall be declared by the Board.

ii. Before declaring interim dividend, the Board shall consider the financial position of the Company that allows the payment of such dividend.

iii. In case no final dividend is declared at the Annual General Meeting, interim-dividend will be considered as the final dividend of the Company.

c) Payment mode

Dividend shall be paid by cheque or warrant or in any electronic mode to the shareholders entitled to the payment of the dividend. The Dividend shall be delivered to the shareholders through ordinary post/Registered post/Speed post/courier.

8. UNPAID/UNCLAIMED DIVIDEND

a) Where a dividend has been declared by the Company but has not been paid or claimed within thirty days from the date of the declaration to any shareholder entitled to receive such dividend, the Company shall, within seven days from the date of expiry of the said period of thirty days, transfer the total amount of dividend which remains unpaid or unclaimed to a special account to be opened by the Company in any scheduled bank to be called as Unpaid Equity Dividend Account.

b) Any person claiming to be entitled to any money transferred to the Unpaid Dividend Account of the company may apply to the Company for payment of the money claimed.

c) Any money transferred to the Unpaid Equity Dividend Account of the Company which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the Company to the Investor Education and Protection Fund (IEPF).

d) The Company shall inform at the latest available address, the shareholder concerned regarding transfer of shares to IEPF, three months before the due date of transfer of shares and also simultaneously publish a notice in the leading newspaper in English and regional language having wide circulation and on their website giving details of such shareholders and shares due for transfer.

e) Statement of amount of dividend credited to the IEPF, Statement of unclaimed and unpaid amounts due to be credited in coming years, Statement of shares transferred to the IEPF and Statement of shares and unclaimed and unpaid dividend not transferred to IEPF due to specific order of Statutory Authority, shall be filed with MCA in prescribed form.

9. CONCLUSION

The Company shall endeavour to maintain a consistency in dividend payout, every year. The Company may also declare special dividend as and when there are exceptional gains by the Company. The Board shall finalize the rate of such special dividend. The focus of the Company is to declare a Policy on distribution of dividend so that the investor may know as to when and how much dividend they may expect.

10. AMENDMENT

The Dividend Distribution Policy is subject to modification by the Board from time to time, to be in the line with the best industrial practices and to ensure conformity with the subsequent amendments in the Act, Rules, Regulations and Notifications issued by various Statutory Authorities, from time to time.

Annexure I

FORM NO. MGT - 9

EXTRACT OF ANNUAL RETURN  as on the Financial Year ended on March 31, 2019

[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

CIN

L19201WB1931PLC007261

Registration Date

December 23, 1931

Name of the Company

Bata India Limited

Category / Sub-Category of the Company

Public Company-Limited by Shares

Address of the Registered Office and contact details

27B, Camac Street, 1st Floor, Kolkata - 700016, West Bengal Telephone: (033) 2301 4400 Fax: (033) 2289 5748 E-mail: corporate.relations@bata.com

Whether Listed Company

Yes

Name, address and contact details of the Registrar and Transfer Agent

M/s. R & D Infotech Private Limited 7A, Beltala Road, 1st Floor, Kolkata - 700026, West Bengal Telephone: (033)24192641 /2642 Fax: (033)24192642 E-mail: bata@rdinfotech.net/ info@rdinfotech.net

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

SI. No.

Name and Description of main Products / Services

NIC Code of the Product / Service

% to total turnover of the Company

1.

Footwear & Accessories – Retail

47713

89.85

2.

Footwear- Non Retail

46413

10.15

II. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SI. No.

Name and address of the Company

CIN/GLN

Holding / Subsidiary/ Associate

% of Shares held

Applicable Section

1.

Bata (BN) B.V. Europaplein 1, 5684 ZC Best, P.O. Box 990, 1000 AZ, Amsterdam, The Netherlands

Company Registration No. 33038028

Holding

52.96

2(46)

2.

Bata Properties Limited 6A, S. N. Banerjee Road, Kolkata -700013, West Bengal

U70101WB1987PLC042839

Subsidiary

100

2(87)

3.

Coastal Commercial & Exim Limited 16A, Shakespeare Sarani Kolkata -700071, West Bengal

U51311WB1991PLC053364

Wholly-owned Subsidiary of Bata Properties Limited, as referred in SI. No. 2 above

-

2(87)

4.

Way Finders Brands Limited 204, Rashbehari Avenue, Kolkata - 700029, West Bengal

U51909WB2014PLC204637

Subsidiary

100

2(87)

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Shareholding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoter

 

 

 

 

 

 

 

 

 

(1) Indian

 

 

 

 

 

 

 

 

 

a) Individual / HUF

0

0

0

0

0

0

0

0

0

b) Central Govt.

0

0

0

0

0

0

0

0

0

c) State Govt.(s)

0

0

0

0

0

0

0

0

0

d) Bodies Corporate

0

0

0

0

0

0

0

0

0

e) Banks / Fl

0

0

0

0

0

0

0

0

0

f) Any Other

0

0

0

0

0

0

0

0

0

Sub-total (A)(1):

0

0

0

0

0

0

0

0

0

(2) Foreign

 

 

 

 

 

 

 

 

 

a) NRIs - Individuals

0

0

0

0

0

0

0

0

0

b) Other - Individuals

0

0

0

0

0

0

0

0

0

c) Bodies Corporate

68065514

0

68065514

52.96

68065514

0

68065514

52.96

0.00

d) Banks / Fl

0

0

0

0

0

0

0

0

0

e) Any Other

0

0

0

0

0

0

0

0

0

Sub-total (A)(2):

68065514

0

68065514

52.96

68065514

0

68065514

52.96

0.00

Total Shareholding of Promoter (A) = (A)(1)+(A)(2)

68065514

0

68065514

52.96

68065514

0

68065514

52.96

0.00

B. Public Shareholding

 

 

 

 

 

 

 

 

 

(1) Institutions

 

 

 

 

 

 

 

 

 

a) Mutual Funds / UTI

22491559

600

22492159

17.50

21631176

800

21631976

16.83

-0.67

b) Banks / Fl

494588

1680

496268

0.38

315643

1180

316823

0.25

-0.13

c) Central Govt.

0

0

0

0

0

0

0

0

0

d) State Govt.(s)

0

0

0

0

0

0

0

0

0

e) Venture Capital Funds

0

0

0

0

0

0

0

0

0

f) Insurance Companies

9790775

300

9791075

7.62

5795951

300

5796251

4.51

-3.11

g) Flls

7951267

100

7951367

6.19

14312818

0

14312818

11.13

4.94

h) Foreign Venture Capital Funds

0

0

0

0

0

0

0

0

0

i) Others

0

0

0

0

0

0

0

0

0

Sub-total (B)(1):

40728189

2680

40730869

31.69

42055588

2280

42057868

32.72

1.03

(2) Non-Institutions

 

 

 

 

 

 

 

 

 

a) Bodies Corporate

 

 

 

 

 

 

 

 

 

i) Indian

3425719

10436

3436155

2.67

2359855

8400

2368255

1.84

-0.83

ii) Overseas

0

0

0

0

0

0

0

0

0

b) Individuals

 

 

 

 

 

 

 

 

 

i) Individual shareholders

12783793

1515551

14299344

11.12

12981978

1197203

14179181

11.03

-0.09

holding nominal share capital upto Rs. 1 lakh

 

 

 

 

 

 

 

 

 

ii) Individual shareholders

1295634

0

1295634

1.01

998699

0

998699

0.78

-0.23

holding nominal share capital in excess of Rs. 1 lakh

 

 

 

 

 

 

 

 

 

c) Others

 

 

 

 

 

 

 

 

 

Non Resident Individuals

452234

7686

459920

0.36

592453

6486

598939

0.47

0.11

Directors and Relatives

10156

0

10156

0.01

10156

0

10156

0.01

0.00

IEPF Authority

229948

0

229948

0.18

248928

0

248928

0.19

0.01

Sub-total (B)(2):

18197484

1533673

19731157

15.35

17192069

1212089

18404158

14.32

-1.03

Total Public Shareholding (B)= (B)(1)+(B)(2)

58925673

1536353

60462026

47.04

59247657

1214369

60462026

47.04

0.00

C. Shares held by Custodian for GDRs & ADRs

0

0

0

0

0

0

0

0

0

Grand Total (A+B+C)

126991187

1536353

128527540

100.00

127313171

1214369

128527540

100.00

0.00

Shareholding of Promoters

 

 

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the year

SI. No.

Shareholder's Name

No. of Shares

% of total Shares of the Company

% of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the Company

% of Shares Pledged / encumbered to total shares

1.

BATA(BN)B.V.

68065514

52.96

0.00

68065514

52.96

0.00

0.00

 

Total

68065514

52.96

0.00

68065514

52.96

0.00

0.00

iii) Change in Promoters' Shareholding:

There was no change in shareholding of Promoter during the financial year ended March 31, 2019.

iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)

SI. No.

For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares

% of total shares of the Company

No. of Shares

% of total shares of the Company

1

KOTAK FUNDS - INDIA MIDCAP FUND

 

 

At the beginning of the year

3013172

2.34

 

 

 

Date wise increase(+)/decrease(-) with reasons, during the year :

 

Date

Reason

 

 

 

 

 

22-Jun-18

Sell

(96000)

-0.07

2917172

2.27

 

06-Jul-18

Sell

(5000)

0.00

2912172

2.27

 

24-Aug-18

Buy

5762

0.00

2917934

2.27

 

12-Oct-18

Buy

8777

0.01

2926711

2.28

 

21-Dec-18

Sell

(26711)

-0.02

2900000

2.26

 

28-Dec-18

Sell

(45000)

-0.04

2855000

2.22

 

01-Mar-19

Sell

(9541)

-0.01

2845459

2.21

 

08-Mar-19

Sell

(15459)

-0.01

2830000

2.20

 

15-Mar-19

Sell

(5705)

0.00

2824295

2.20

 

At the end of the year

 

 

2824295

2.20

2

LIFE INSURANCE CORPORATION OF INDIA

 

 

 

 

 

At the beginning of the year

5983966

4.66

 

 

 

Date wise increase(+)/decrease(-) with reasons, during the year :

 

Date

Reason

 

 

 

 

 

11-May-18

Sell

(385021)

-0.30

5598945

4.36

 

18-May-18

Sell

(362798)

-0.28

5236147

4.07

 

25-May-18

Sell

(327005)

-0.25

4909142

3.82

 

01-Jun-18

Sell

(304176)

-0.24

4604966

3.58

 

08-Jun-18

Sell

(335520)

-0.26

4269446

3.32

 

15-Jun-18

Sell

(478888)

-0.37

3790558

2.95

 

22-Jun-18

Sell

(206592)

-0.16

3583966

2.79

 

06-Jul-18

Sell

(377584)

-0.29

3206382

2.49

 

13-Jul-18

Sell

(406677)

-0.32

2799705

2.18

 

20-Jul-18

Sell

(352085)

-0.27

2447620

1.90

 

03-Aug-18

Sell

(63654)

-0.05

2383966

1.85

 

At the end of the year

 

 

2383966

1.85

 

SI. No.

For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares

% of total shares of the Company

No. of Shares

% of total shares of the Company

3

KOTAK STANDARD MULTICAP FUND

 

 

 

 

At the beginning of the year

1800000

1.40

 

 

Date wise increase(+)/decrease(-) with reasons, during the year :

Date

Reason

 

 

 

 

24-Aug-18

Sell

(36300)

-0.03

1763700

1.37

31-Aug-18

Buy

36300

0.03

1800000

1.40

15-Feb-19

Sell

(119900)

-0.09

1680100

1.31

22-Feb-19

Sell

(66000)

-0.05

1614100

1.26

01-Mar-19

Buy

185900

0.14

1800000

1.40

08-Mar-19

Sell

(69850)

-0.05

1730150

1.35

15-Mar-19

Buy

69850

0.05

1800000

1.40

22-Mar-19

Sell

(341550)

-0.27

1458450

1.13

29-Mar-19

Buy

191400

0.15

1649850

1.28

At the end of the year

 

 

1649850

1.28

4

FRANKLIN TEMPLETON MUTUAL FUND A/C FRANKLIN INDIA EQUITY FUND

 

 

 

 

At the beginning of the year

2000000

1.56

 

 

Date wise increase(+)/decrease(-) with reasons, during the year :

Date

Reason

 

 

 

 

13-Apr-18

Sell

(10936)

-0.01

1989064

1.55

20-Apr-18

Sell

(2554)

0.00

1986510

1.55

27-Apr-18

Sell

(86510)

-0.07

1900000

1.48

10-Aug-18

Sell

(50000)

-0.04

1850000

1.44

17-Aug-18

Sell

(150000)

-0.12

1700000

1.32

24-Aug-18

Sell

(100000)

-0.08

1600000

1.24

31-Aug-18

Sell

(100000)

-0.08

1500000

1.17

09-NOV-18

Sell

(100000)

-0.08

1400000

1.09

At the end of the year

 

 

1400000

1.09

 

 

 

 

SI. No.

For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares

% of total shares of the Company

No. of Shares

% of total shares of the Company

10

ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED A/C ADITYA BIRLA SUN LIFE MNC FUND

 

 

 

 

At the beginning of the year

1011489

0.79

 

 

Date wise increase(+)/decrease(-) with reasons, during the year :

0

0.00

0

0.00

At the end of the year

 

 

1011489

0.79

11

FIL INVESTMENTS (MAURITIUS) LTD

 

 

 

 

At the beginning of the year

1979166

1.54

 

 

Date wise increase(+)/decrease(-) with reasons, during the year :

Date

Reason

 

 

 

 

05-Oct-18

Sell

(242158)

-0.19

1737008

1.35

16-Nov-18

Sell

(11937)

-0.01

1725071

1.34

23-Nov-18

Sell

(253867)

-0.20

1471204

1.14

30-Nov-18

Sell

(297633)

-0.23

1173571

0.91

01-Mar-19

Sell

(446687)

-0.35

726884

0.57

Ceased to be part of top ten shareholders of the Company w.e.f. 01.03.2019

 

726884

0.57

At the end of the year

 

 

N.A.

N.A.

12

KOTAK EMERGING EQUITY SCHEME

 

 

 

 

At the beginning of the year

1124269

0.87

 

 

Date wise increase(+)/decrease(-) with reasons, during the year :

Date

Reason

 

 

 

 

27-Apr-18

Sell

(50000)

-0.04

1074269

0.84

04-May-18

Sell

(80293)

-0.06

993976

0.77

29-Jun-18

Sell

(65079)

-0.05

928897

0.72

13-Jul-18

Sell

(192088)

-0.15

736809

0.57

20-Jul-18

Sell

(68744)

-0.05

668065

0.52

27-Jul-18

Sell

(70000)

-0.05

598065

0.47

03-Aug-18

Sell

(35000)

-0.03

563065

0.44

17-Aug-18

Sell

(100000)

-0.08

463065

0.36

02-Nov-18

Sell

(18874)

-0.01

444191

0.35

14-Dec-18

Sell

(45000)

-0.04

399191

0.31

28-Dec-18

Sell

(15000)

-0.01

384191

0.30

08-Feb-19

Sell

(50000)

-0.04

334191

0.26

15-Feb-19

Sell

(15450)

-0.01

318741

0.25

Ceased to be part of top ten shareholders of the Company w.e.f. 15.02.2019

 

318741

0.25

At the end of the year

 

 

N.A.

N.A.

 

 

 

 

 

 

 

               

 

SI. No.

For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares

% of total shares of the Company

No. of Shares

% of total shares of the Company

13

FRANKLIN TEMPLETON MUTUAL FUND A/C FRANKLIN INDIA PRIMA FUND

 

 

 

 

 

At the beginning of the year

1896063

1.48

 

 

 

Date wise increase(+)/decrease(-) with reasons, during the year :

 

Date

Reason

 

 

 

 

 

13-Apr-18

Sell

(111861)

-0.09

1784202

1.39

 

20-Apr-18

Sell

(1093)

0.00

1783109

1.39

 

27-Apr-18

Sell

(37046)

-0.03

1746063

1.36

 

22-Jun-18

Sell

(94161)

-0.07

1651902

1.29

 

29-Jun-18

Sell

(299642)

-0.23

1352260

1.05

 

06-Jul-18

Sell

(171197)

-0.13

1181063

0.92

 

13-Jul-18

Sell

(97209)

-0.08

1083854

0.84

 

20-Jul-18

Sell

(527320)

-0.41

556534

0.43

 

27-Jul-18

Sell

(556534)

-0.43

0

0.00

 

Ceased to be part of top ten shareholders of the Company w.e.f. 27.07.2018.

 

0

0.00

 

At the end of the year

 

 

N.A.

N.A.

Note: The above information is based on download of beneficial ownership received from the Depositories, indicating change of name, if any, in comparison to beginning of the year.

* Ceased to be part of top 10 list of shareholders of the Company w.e.f. January 19, 2018 and became part of top 10 shareholders again during the financial year 2018-19.

v) Shareholding of Directors and Key Managerial Personnel:

SI. No.

 

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Directors and Key Managerial Personnel

No. of Shares

% of total Shares of the Company

No. of Shares

% of total Shares of the Company

1.

Mr. Uday Khanna, Chairman and Independent Director

 

 

 

 

 

At the beginning of the year

10000

0.01

 

 

 

Date wise increase (+) / decrease (-) with reasons, during the year

0

0.00

0

0.00

 

At the end of the year

 

 

10000

0.01

2.

Mr. Sandeep Kataria, Whole-time Director and Chief Executive Officer

 

At the beginning of the year

100

0.00

 

 

 

Date wise increase (+) / decrease (-) with reasons, during the year

0

0.00

0

0.00

 

At the end of the year

 

 

100

0.00

3.

Mr. Ram Kumar Gupta, Director Finance and Chief Financial Officer

 

At the beginning of the year

56

0.00

 

 

 

Date wise increase (+) / decrease (-) with reasons, during the year

0

0.00

0

0.00

 

At the end of the year

 

 

56

0.00

Other than Mr. Uday Khanna, Mr. Sandeep Kataria and Mr. Ram Kumar Gupta, no other Director and Key Managerial Personnel hold any share in the Company either at the beginning of the financial year, during the financial year or as at the end of the financial year 2018-19.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due for payment relating to Secured Loans, Unsecured Loans and / or Deposits: NIL

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Director(s) and / or Manager:

(Rs. in Million)

 

 

 

Name of the Managing Director and Whole-time Directors

 

 

SI. No.

Particulars of Remuneration

Mr. Rajeev Gopalakrishnan, Managing Director

Mr. Sandeep Kataria, Whole-time Director and Chief Executive Officer

Mr. Ram Kumar Gupta, Director Finance and Chief Financial Officer

Total Amount

 

1.

Gross Salary

 

 

 

 

 

 

(a) Salary as per provisions contained in Section 17(1) of the Income-Tax Act, 1961.

48.02

30.61

23.31

101.94

 

 

(b) Value of perquisites under Section 17(2) of the Income-Tax Act, 1961.

0.60

1.36

0.04

2.00

 

 

(c) Profits in lieu of salary under Section 17(3) of the Income-Tax Act, 1961.

-

-

-

-

 

2.

Stock Option

-

-

-

-

 

3.

Sweat Equity

-

-

-

-

 

4.

Commission

 

 

 

 

 

 

- as % of profit

-

-

-

-

 

 

- Others, specify

-

-

-

-

 

5.

Others, please specify

-

-

-

-

 

Total

(A)

48.62

31.97

23.35

103.94

 

Ceiling as per the Act

(10% of Net Profits of the 198 of the Companies Act

Company calculated ,2013)

under Section

490.46

B. Remuneration to other Directors:

(Rs. in Million)

Independent Directors

SI. No.

Particulars of Remuneration

Name of Directors

Total Amount

Mr. Uday Khanna

Mr. Akshay Chudasama

Ms. Anjali Bansal

Mr. Ravindra Dhariwal

Mr. Ashok Kumar Barat*

1.

• Fee for attending Board / Committee Meetings

0.70

0.70

0.45

0.85

0.05

2.75

2.

• Commission

2.65

1.32

1.32

1.32

-

6.61

3.

• Others, please specify

-

-

-

-

-

-

Total (B)

3.35

2.02

1.77

2.17

0.05

9.36

Ceiling as per the Act

(1 % of Net Profits of the Company calculated under Section 198 of the Companies Act, 2013)

49.05

Total Managerial Remuneration [Total (A) + Total (B)]

113.30

Overall ceiling as per the Act

(11% of Net Profits of the Company calculated under Section 198 of the Companies Act, 2013)

539.51

# Appointed as an Additional and Independent Director with effect from December 17, 2018.

Note: Mr. Alberto Michele Maria Toni and Mr. Shaibal Sinha, Non-Executive Directors of the Company do not accept sitting fees and / or Commission on the Net Profits of the Company. Mr. Toni was appointed as an Additional and Non-Executive Director with effect from February 12, 2019. Mr. Christopher MacDonald Kirk, Non-Executive Director resigned with effect from January 31, 2019.

C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD:

(Rs. in Million)

SI.No.

Particulars of Remuneration

Mr. Arunito Ganguly, Assistant Vice President, Company Secretary & Compliance Officer

1.

Gross Salary

 

 

(a) Salary as per provisions contained in Section 17(1) of the Income-Tax Act, 1961

2.32

(b) Value of perquisites under Section 17(2) of the Income-Tax Act, 1961

-

(c) Profits in lieu of salary under Section 17(3) of the Income-Tax Act, 1961

-

2.

Stock Option

-

3.

Sweat Equity

-

4.

Commission

 

as % of profit

-

Others, specify

-

5.

Others, please specify

-

Total

2.32

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

There were no penalties/punishments/compounding of offences for breach of any section of the Companies Act, 2013 against the Company, it's Directors or other officers in default, during the financial year ended March 31, 2019.

 

For and on behalf of the Board of Directors

 

Uday Khanna

Place : Gurugram

Chairman

Date : May 24, 2019

DIN: 00079129

Annexure II Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

BATA INDIA LIMITED

CIN : L19201WB1931PLC007261

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by BATA INDIA LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2019, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2019, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) The Foreign Exchange Management Act, 1999 (FEMA) and the rules and regulations made thereunder to the extent of Foreign Direct Investment (FDI), Overseas Direct Investment (ODI) and External Commercial Borrowings (ECBs);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 / the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

(h) The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 / the Securities and Exchange Board of India (Buy back of Securities) Regulations, 2018; and

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(vi) The Company belongs to the Footwear Industry. To the best of our knowledge and believe and as confirmed by the Management of the Company there is no specific law applicable to the Footwear Industry in India.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

(ii) The revised uniform Listing Agreement entered into by the Company on 18th February, 2016 with BSE Limited, National Stock Exchange of India Limited and The Calcutta Stock Exchange Limited.

During the year under review the Company has complied with the applicable provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. mentioned above. However, it is observed that the provisions of the FEMA and rules and regulations made thereunder to the extent of ODI and ECBs; and provisions of Regulations and Guidelines mentioned in (c), (d), (e), (g) and (h) under item no. (v) of para 3 above, were not applicable to the Company during the year under review.

We further report that

I. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act.

II. Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance; and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

III. During the year under review, all the decisions at the meetings of the Board and Committees thereof, were carried out unanimously as the Minutes of these Meetings did not reveal any dissenting member's view.

We further report that there are adequate systems and processes in the Company, commensurate with the size and operations of the Company, to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that no specific event having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. has taken place during the year under review.

 

For P. SARAWAGI & ASSOCIATES

 

Company Secretaries

 

(P. K. Sarawagi)

 

Proprietor

Place : Kolkata

Membership No. : FCS-3381

Date : May 24, 2019

C. P. No. : 4882

This Report is to be read with our letter of even date which is annexed to this Report as Annexure -A and forms integral part of this Report.

Annexure -A

To,

The Members

BATA INDIA LIMITED

CIN : L19201WB1931PLC007261

Our Report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these secretarial records based on our Audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed, provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of Financial Records and Books of Accounts of the Company.

4. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of Management. Our examination was limited to the verification of procedures on test basis.

5. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events etc.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

 

For P. SARAWAGI & ASSOCIATES

 

Company Secretaries

 

(P. K. Sarawagi)

 

Proprietor

Place : Kolkata

Membership No. : FCS-3381

Date : May 24, 2019

C. P. No. : 4882

Annexure III

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 forming part of the Board's Report for the financial year ended March 31, 2019

(A) CONSERVATION OF ENERGY

i. The steps taken or impact on conservation of energy:

a) Installed more power efficient new integrated panel system.

b) Installed translucent sheets & natural air driven turbo fans on roof for working in shop floor with day light & natural ventilation.

c) Installed energy efficient LED lights by replacing high energy consuming lights.

d) Installed Variable Frequency Drive (VFD) in air compressor to save energy.

e) Installed steam recovery system unit to save more power and re-insulation of steam line to prevent heat loss.

f) Reduction of contract demand from electricity board.

g) Installed sensor drive power control system for light and water at washing room. h) Installed GA90 energy efficient screw conveyor.

ii. The steps taken by the Company for utilizing alternate sources of energy:

Introduction of Solar Energy is under evaluation. iii. The capital investment on energy conservation equipments:

Financial Year

2018-19

2017-18

2016-17

Amount (Rs. in Million)

7.13

5.52

0.55

(B) TECHNOLOGY ABSORPTION

i. The efforts made towards technology absorption:

a) Material Development

b) Process Development

c) Product Development

d) Footwear Moulds

e) Waste Utilization

f) Energy Savings

g) Enhancing of Safe Work Environment

h) Cater to Export Specification Requirement ii. The benefits derived like product improvement, cost reduction, product development or import substitution:

1. Developed & introduced aroma scented PVC Sole compound for BBG DIP Sandal / Shoes across Bata India Manufacturing Units to eliminate bad smell of PVC which resulted in value addition of the product.

2. Developed & introduced life natural anti-microbial socks across Bata India Manufacturing Units to protect feet from gram positive & gram-negative bacteria & reduce odour inside shoes.

3. Developed high abrasion resistance rubber sole & molded sole as per TBU guideline for Tennis & bestselling jogger shoes by Bata India Manufacturing Units.

4. Introduced value added power sports shoe with knitted KPU upper, finch& Luke article with phylon sole with ortholite socks by Bata India Manufacturing Units.

5. Developed antistatic rubber out sole for Bi-density safety boot as a special feature by Bata India Manufacturing Units.

6. Introduced Winson topcoat EVA ink binder on screen printed EVA Hawai for better durability & improve aesthetic look by Bata India Manufacturing Units.

7. Developed low density PU Sandal with lighter weight & better physical properties with annual saving of Rs 4.40 Million by Bata India Manufacturing Units.

8. Developed & introduced colour fastness proof lining textile material for Daisy Canvas Shoes by Bata India Manufacturing Units.

9. Developed shoe flex tester which is used for determination of the ability of the full shoe to withstand the effect of flexing stresses produced on the different parts of the shoes.

10. Developed new PU black jersey backing insole cover material from local supplier with same finish to replace PU Jersey backing (beige B160922110) from China as import substitution.

11. Developed 0.85 mm raised back black PU lining material from local supplier and replaced imported 1 mm black raised back PU material from China.

12. Developed single component aroma scented compound instead of mix compound for all BBG articles.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NIL

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed; and

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.

iv. Expenditure incurred on Research and Development:

 

Capital

: Rs. 0.99 Million

 

Recurring

: Rs. 65.32 Million

 

Total

: Rs. 66.31 Million

(C)

FOREIGN EXCHANGE EARNINGS AND OUTGO

 

 

Activities relating to export

: Rs. 109.84 Million

 

Total Foreign exchange used

: Rs. 3,419.92 Million

 

Total Foreign exchange earned

: Rs. 129.82 Million

 

 

For and on behalf of the Board of Directors

 

 

 

UDAY KHANNA

Place : Gurugram

Chairman

Date : May 24, 2019

DIN: 00079129

Annexure IV

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

[Pursuant to Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014]

Corporate Social Responsibility of the Company and its Policy

Your Company works on the belief that organizations should exist to serve a social purpose and enhance the lives of people connected through business. Your Company has a CSR policy in place which aims to ensure that we continue to operate our business in an economically, socially and environmentally sustainable manner, while recognizing the interests of all stakeholders. Your Company plans to take up CSR programme, which benefits the communities in and around the vicinity of its operational presence and over a period of time, resulting in enhancing the quality of life of the people in these areas.

During the financial year ended March 31, 2019, your Company focused on the following programmes: Model Schools under Bata Children's Programme (BCP)

We worked with more than 3,000 school children at 6 schools adopted under Bata Children's Programme (BCP) near our factories and Head Office. BCP is a global programme which aims to work for the children from underprivileged backgrounds and is operational in 30 countries wherever Bata is operational. The focus has been to undertake various initiatives at schools to convert them into Model Schools. A holistic programme across these schools is being implemented focusing on infrastructure upgradation, STEM programme by setting up science and computer labs, life skills programme, improving overall health of the children through regular health checkup camps and awareness sessions, sports activities, etc. Especially designed programmes on female adolescent healthcare, health & sanitation, life skills, sports and sessions on female centered issues have been given a priority for the girl child population at the schools. Separate sessions have been held with parents to encourage the education of the girl child and various other issues relevant to the overall development of their children.

Through our concentrated initiatives and extra-curricular activities, there has been an overall development of the children through a period of time. Children have become more regular in attending school. There has been an increase of 12.50 % in the attendance of children attending the Computer Classes. At one school, after Bata's support, the number of children at the school increased from 90 to 214, dropout rate reduced from 38% to 2%, teachers are able to use child friendly teaching learning pedagogy which leads to better learning environment. With implementation of better teaching methodology, nutritious meals and better facilities, the academic performance amongst the children also improved. Through our library programme, 74% of students drastically improved in their reading skills and 67% of the students in their writing skills. As a result of the Science Centres established at the schools along with science workshops, children have improved in their ability to understand scientific concepts and application of the learned concepts; they have become more aware and curious to understand alternative methods of learning. There was also an improvement in knowledge and awareness levels of children on issues of well-being, hygiene, sanitation and substance abuse.

Girl Child Empowerment through Project Nanhi Kali

In association with K. C. Mahindra Education Trust, your Company supported the education of 92 underprivileged girls under project Nanhi Kali. These girls go to Nanhi Kali academic support centres after school hours, where trained tutors engage the girls in concept based learning, focusing on Mathematics and English. Regular assessments and evaluation of these girls' learning levels is an integral part of the project along with efficient tracking of attendance. A school kit is provided to every girl annually, thereby allowing her to attend school with dignity. This kit consists of personal clothing, notebooks, stationery, a school bag, shoes, socks, a raincoat/pullover and feminine hygiene material. The Nanhi Kali team works extensively with parents and communities to sensitize them to become collective guardian of the girls.

Happy Steps Programme

As part of Preventive Healthcare, under the Happy Steps Programme of your Company, we engaged with 11956 school children across Chennai, Bengaluru and Hyderabad to conduct foot care awareness workshops. Through activities, presentations and demonstration, children were made aware on the importance of a healthy feet as the foundation of our body, on how to take care of the feet in our daily lives, foot hygiene, foot exercises, dealing with sports injuries, various foot diseases and how can we prevent them, dealing with diabetic feet, etc. A customized Bata school kit comprising of school socks, polish, laces, brush along with instructions to keep the feet healthy and clean were also distributed amongst children during the workshops.

Stride with Pride

A consumer engagement programme named 'Stride with Pride', was also introduced, wherein customers were encouraged to donate their pair of old footwear across Bata stores at selected cities. For every pair of old footwear received, Bata donated a new pair to a needy child. In order to reduce inequalities faced by socially & economically backward groups, your Company donated about 85,000 pairs of footwear to underprivileged children.

Disaster Relief & Rehabilitation

During Kerala floods, your Company, as part of the disaster relief and rehabilitation initiative, contributed to help the people in need of the hour. Rapid response teams of employees at respective regions were formed who travelled to relief camps, distributed basic essentials and footwear. Around 8,400 pairs of footwear were donated to the affected people in Kerala and at Coorg in Karnataka. Employees came forward to donate their one day's basic salary. Your Company matched the employee donation and contributed around Rs.1.40 Million to Kerala Chief Minister's Distress Relief Fund. In association with partners, your Company held medical camps in the affected regions to provide immediate and basic health services to the affected population and also focus on the prevention of epidemics in the region. With support from Global BCP Foundation, your Company is in the process to renovate 4 schools which got affected during the Kerala floods.

The CSR Policy of your Company elucidates the responsibilities of the Board of Directors and the CSR Committee thereof as well as implementation and monitoring process towards achieving the Company's CSR goals. The CSR Policy of your Company has been uploaded on the website of the Company at www.bata.in and is available at the link https://bata.in/0/pdf/CorporateSocialResponsibilityPolicy.pdf.

CSR Committee

The Board of Directors of your Company has constituted a CSR Committee of Directors in terms of the requirements of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 to identify, approve and monitor proper execution and implementation of the CSR Projects and CSR Activities undertaken by the Company.

Composition of CSR Committee

The Composition of the CSR Committee along with the Name and Designation of Directors as Members are detailed below. The Company Secretary acts as the Secretary to the Committee.

SI. No.

Name of the Director

Designation

1.

Mr. Akshay Chudasama

Independent Director, Chairman of the Committee

2.

Mr. Ravindra Dhariwal

Independent Director, Member

3.

Mr. Rajeev Gopalakrishnan

Managing Director, Member

4.

Mr. Ram Kumar Gupta

Director Finance and Chief Financial Officer, Member

Details of CSR Expenditures

Particulars

Amount (Rs. in Million)

Amount (Rs. in Million)

A. Net Profits of the Company for the:

 

 

• financial year ended March 31, 2016

2,728.24

 

• financial year ended March 31 , 2017

2,552.44

 

• financial year ended March 31 , 2018

3,430.17

 

B. Aggregate Net Profits of the Company for the last three financial years

 

8,710.85

C. Average Net Profits of the Company for the last three financial years

 

2,903.62

D. Prescribed CSR Expenditure (2% of amount stated in Item no. C above)

 

58.07

E. Details of CSR Expenditure during the financial year :

 

 

•Amount spent

 

64.24

•Amount unspent

 

NIL

F. Manner in which the amount spent during the financial year is detailed below:

SI. No.

CSR Project /Activity identified

Sector in which the Project is covered

Projects or Programs (1) Local area or other (2) Specify the state and district where Projects or Programs was undertaken

Amount Outlay (budget) Project or Programs wise (Rs. in Million)

Amount spent on the Projects or Programs Sub-heads: (1) Direct expenditure on Projects or Programs (2) Overheads (Rs. in Million)

Cumulative Expenditure upto the reporting period (Rs. in Million)

Amount spent: Direct or through implementing agency

1.

Promotion of quality education in the schools: • Infrastructural upgrade • Celebrating Special days and events •Awareness workshops, health check-up camps • Computer classes • Science labs • Sports classes • Girl child education

Promotion of Education

Batanagar, Kolkata, West Bengal; Gurugram, Haryana; Patna, Digha, Bihar

25.84

25.84

25.84

Direct

Agencies: NGO - SHARP, NGO - NIIT Foundation, NGO - Katha, NGO - Rishi Chaitanya Trust (Shakti Vidya Nidhi Kosh), NGO-Agastya International Foundation, NGO - Sugam

2.

Conducting employment enhancement vocational skills amongst underprivileged youth

Skill Development

Bengaluru, Karnataka; Coimbatore, Tamil Nadu

0.71

0.71

0.71

Agencies: NGO - Sambhav Foundation, NGO - Centum Foundation

3.

Girl Child Education-Nanhi Kali

Promotion of Education

South West Delhi, South Delhi, West Delhi, New Delhi

0.33

0.33

0.33

NGO-K.C. Mahindra Education Trust

4.

Happy Steps Programme-Foot Care Awareness Workshops and Activities for school children

Preventive Healthcare, Promotion of Education

Chennai, Tamil Nadu; Hyderabad, Telangana; Bengaluru, Karnataka; New Delhi; Kolkata, West Bengal; Patna, Bihar

1.87

1.87

1.87

NGO - SHARP

5.

Stride with Pride campaign-Donation of shoes to the underprivileged children and communities at large

Eradicating poverty & reducing inequalities faced by socially & economically backward groups, Preventive Healthcare

Pune, Maharashtra; Bengaluru, Karnataka; Haryana; New Delhi; Kolkata, West Bengal

32.74

32.74

32.74

Agencies: NGO - Sambhav Foundation, NGO- Concern India Foundation, NGO - SHARP, NGO- Indian Council for Child Welfare (ICCW), NGO - CORD NGO - Railway Children NGO-Sanshil Foundation

6.

Public toilets at metro stations

Promoting preventive healthcare and sanitation

South West Delhi, South Delhi, West Delhi, New Delhi

1.34

1.34

1.34

Agencies: NGO - Sulabh Sanitation Mission Foundation

7.

Promotion of Sports amongst the youth from the community near our area of operations

Community Development

Gurugram, Haryana

0.20

0.20

0.20

Agencies: District Amateur Body Building Federation

8.

Kerala Flood Relief & Rehabilitation

Disaster relief and rehabilitation

Wayanad, Chennganur, Thrissur, Alwaye, Kerala

1.21

1.21

1.21

Agency: SEEDS (Sustainable Environment and Ecological Development Society)

 

Total

 

 

64.24

64.24

64.24

 

 

Details of Implementing Agencies:

Your Company has partnered with various non-profit organizations in order to leverage upon the collective expertise, to implement CSR programmes.

a) School Health Annual Report Programme (SHARP) - Your Company partnered with them on taking up various educational health awareness workshops at schools adopted under BCP. It is registered under the Societies Registration Act, 1860 and it works with an objective of providing healthy and a hygienic environment to Government and private school children and reaches out to the community health interventions as well. SHARP being the premier NGO in the field of school health has been working in the schools, hospitals and the community for the last 15 years and has established itself as the largest School Health NGO in the country.

b) Sambhav Foundation -Your Company partnered with them to impart training on retail sales to the underprivileged youth at Bengaluru. It is registered under the Indian Trust Act, 1882 and it works towards skill development of the underprivileged youth in the communities through its NSDC (National Skills Development Corporation) certified implementing partner. It also works on the issues of prevention of disability.

c) Centum Foundation - Your Company partnered with them to impart training on retail sales to the youth at Coimbatore. It is registered under the provisions of the Societies Registration Act, 1860 and is engaged in the activities of vocational training and implementing other projects of social importance and committed to build an empowered India by providing skills for employability through Centum WorkSkills India (Centum WSI), NSDC certified implementing partner.

d) Sulabh Sanitation Mission Foundation (SSMF) - Your Company partnered with them to build public toilets at metro stations in Delhi. It is registered under the Societies Registration Act, 1860 and has been a pioneer organization to work on providing health & sanitation facilities to the communities.

e) Delhi Metro Rail Corporation (DMRC) - Your Company partnered with them to build public toilets at metro stations in Delhi. The Delhi Metro has been instrumental in ushering in a new era in the sphere of mass urban transportation in India. The Delhi Metro Rail Corporation Limited (DMRC) was registered on 3rd May, 1995 under the Companies Act, 1956 with equal equity participation of the Government of the National Capital Territory of Delhi (GNCTD) and the Central Government to implement the dream of construction and operation of a world-class Mass Rapid Transport System (MRTS).

f) NIIT Foundation - Your Company partnered with them to implement computer project for the children in the schools. It is registered organisation under the Societies Registration Act, 1860 and is a pioneer in IT Education.

g) Sugam NGO - Your Company partnered with them to support a non-formal school for the underprivileged children in a slum area in Gurgaon. Sugam NGO is a non-profit registered under the Societies Registration Act, 1860.

h) Rishi Chaitanya Trust (Project- Shakti Vidya Nidhi Kosh) - Your Company partnered with them to support education for the girl child and donation of shoes to underprivileged girls. It is registered under the Indian Trust Act, 1882. The project for which the support has been provided during the year is called Shakti Vidya Nidhi Kosh, which works for empowerment of girl child at a Pan India level by running schools for them, imparting training on various vocational skills, sponsoring marriage of orphan girls, etc.

i) Agastya International Foundation - Your Company partnered with them to set up science centres in the schools. It is a registered Trust founded in April 1999 that runs one of the world's largest mobile hands-on science education programme for economically disadvantaged children and Government school teachers. Through all its programmes, Agastya has reached over 10 million children and 2,50,000 teachers in 18 states across India.

j) Sustainable Environment and Ecological Development Society (SEEDS) - Your Company collaborated with them to hold medical camps in flood affected areas in Kerala and footwear donation. Your Company is also renovating 4 schools at Kerala with the expertise of SEEDS. The organization is registered under the Societies Registration Act, 1860 and a humanitarian non-profit organization working to make vulnerable communities resilient to disasters. SEEDS is the first and the only NGO in India, working in humanitarian response, to be certified by Geneva based Humanitarian Accountability Partnership (HAP) and is signatory to the Code of Conduct for the International Red Cross and Red Crescent Societies.

k) Katha -Your Company partnered with them to set up libraries at schools in order to enhance the reading and writing skills amongst the school children. It is registered under the Societies Registration Act, 1860. An innovative programme to help India's underserved children stay in school and complete their education by making learning fun, training teachers to be more engaging, and transforming schools. In 2013, Katha was awarded the Millennium Alliance Award for innovative programme by USAID and the Government of India.

I) K. C. Mahindra Education Trust - Your Company partnered with them to support project Nanhi Kali- education of underprivileged girl child. It is registered under Bombay Public Trusts Act, 1950. It has transformed the destinies of over 3,50,000 underprivileged girls in some of the most deprived rural, tribal and urban poor areas across India. Project Nanhi Kali is jointly managed by K. C. Mahindra Education Trust and Naandi Foundation.

m) Ingenuity EduLabs LLP - Your Company partnered with them to conduct creative science workshops across schools. Under the programme, I Love Science a unique science education model conceptualized and designed to help children develop interest in science while having fun; the main focus is to allow hands on science experiments for children, using low cost material.

G. Responsibility Statement

On behalf of the CSR Committee, we hereby affirm that the implementation and monitoring of CSR Policy is in compliance with the CSR objectives and Policy of the Company.

 

RAJEEV GOPALAKRISHNAN

AKSHAY CHUDASAMA

Place : Gurugram

Managing Director

Independent Director & Chairman - CSR Committee

Date : May 24, 2019

DIN: 03438046

DIN: 00010630

Annexure V

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(i) The ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company for the financial year 2018-19 along with the percentage increase in Remuneration of each Executive Director and Key Managerial Personnel (KMP) during the financial year 2018-19:

SI. No.

Name of Director and KMP

Designation

Ratio of remuneration of each Director / KMP to the Median Remuneration of Employees

Percentage increase in Remuneration

1.

Mr. Rajeev Gopalakrishnan*

Managing Director

63.02

2.42%

2.

Mr. Sandeep Kataria*

Whole-time Director and Chief Executive Officer

51.75

1.72%

3.

Mr. Ram Kumar Gupta*

Director Finance and Chief Financial Officer

32.25

15.05%

4.

Mr. Arunito Ganguly*

Assistant Vice President, Company Secretary & Compliance Officer

3.90

0%

* Mr. Arunito Ganguly was appointed with effect from December 15, 2017 and there was no subsequent increase in his remuneration during the financial year 2018-19.

* Increased remuneration of Mr. Rajeev Gopalakrishnan, Mr. Sandeep Kataria and Mr. Ram Kumar Gupta are effective from January 1, 2018.

Notes:

a) The Independent Directors of the Company are entitled to sitting fee and commission on Net Profits as per statutory provisions of the Companies Act, 2013 and as per terms approved by the Members of the Company. The details of remuneration of the Independent Directors of the Company have been provided in the Corporate Governance Report. The ratio of remuneration and percentage increase for the Independent Directors' Remuneration is, therefore, not considered for the purpose above.

b) Percentage increase in remuneration indicates annual total compensation increase, as recommended by the Nomination and Remuneration Committee and duly approved by the Board of Directors of the Company.

c) Employees for the purpose above include all employees excluding employees governed under collective bargaining process.

(ii) The percentage increase in the median remuneration of employees in the financial year 2018-19 was 11.49%. (iii) There were 4,890 permanent employees on the rolls of the Company as on March 31, 2019.

(iv) Average percentage increase made in the salaries of employees other than the KMP in the previous financial year was 11.38%, whereas the average percentage increase in remuneration of the KMP was 4.56%. The average increase of remuneration every year is an outcome of the Company's market competitiveness as against similar Companies. The increase of remuneration this year is a reflection of the compensation philosophy of the Company and in line with the benchmarking results.

(v) It is hereby affirmed that the remuneration paid to all the Directors, KMP, Senior Managerial Personnel and all other employees of the Company during the financial year ended March 31, 2019, were as per the Nomination and Remuneration Policy of the Company.

 

For and on behalf of the Board of Directors

 

UDAY KHANNA

Place : Gurugram

Chairman

Date : May 24, 2019

DIN: 00079129

Annexure VI

Statement of particulars of Employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment  and Remuneration of Managerial Personnel) Rules, 2014 for the year ended March 31, 2019

Top 10 Employees including those Employed throughout the financial year under review and were in receipt of remuneration aggregating not less than Rs. 1,02,00,000 per annum

SI. No.

Name

Designation

Nature of Employment, whether contractual or otherwise

Qualification

Age (in years)

Date of Appointment

Experience - No. of years including previous employment

Remuneration (Rs. in Million)

Last Employment-Designation

1.

Rajeev Gopalakrishnan

Managing Director

Permanent

B. Tech.- Mechanical Engineering

54

31-01-2011

28

53.22

Bata Bangladesh Ltd. -Managing Director

2.

Sandeep Kataria

Whole-time Director and Chief Executive Officer

Permanent

B. Tech. - Chemical Engineering, PG Diploma in Business Management

49

01-08-2017

28

33.90

Chief Commercial Officer -Vodafone

3.

Ram Kumar Gupta

Director Finance and Chief Financial Officer

Permanent

B. Com.(Hons.), FCA

60

01-07-2015

39

24.92

Bata Shoe Company (Kenya) Ltd. - Director Finance

4.

Matteo Lambert

Chief Collection Manager

Permanent

Bachelor Degree in Literature and Social Studies

47

06-06-2013

20

21.65

ARTSANA- Purchase Manager

5.

Sanjay Kanth

Sr. Vice President -Manufacturing & Sourcing

Permanent

B.A. - Economics, Diploma in Marketing Mgmt, MBA-Operations, MDP

57

02-07-2012

34

17.19

Adidas Technical Services Pvt. Ltd. - Head of Operations

6.

Rossano Fogarin

Head - Product Development

Permanent

Diploma Course in Shoes Designing, Diploma Course in Planning - CAD / CAM

58

22-01-2018

37

14.30

Product development & Technical Manager - PT. Sepatu Bata Tbk.

7.

Anand Narang

Vice President-Marketing & Customer Services

Permanent

B.E. - Electronics & Electrical Engineering, PG. Diploma in Mgmt - Marketing & International Business

46

01-06-2016

25

13.54

Reliance JIO (INDIA)

8.

Kumar Sambhav Verma

Head of Omni Channel -Asia

Permanent

B.Com., PG Diploma in Marketing Management

39

08-03-2010

20

10.04

Home Shops 18 -Senior Manager - Marketing (Category)

9.

Vikas Baijal

Senior Vice President- HR

Permanent

B. Sc., Master of Social Work

51

13-01-2014

29

8.98

Bharat Hotel Ltd - Vice President -HR

10.

Raman Krishnamoorthy

Vice President - IT

Permanent

B.Com., ICWAI

55

25-09-2013

31

8.84

Vesuvius India Ltd. -Regional PM-APAC IT

Employees those Employed for part of the financial year under review and were in receipt of remuneration not less than Rs. 8,50,000 per month.

SI. No.

Name

Designation

Nature of Employment, whether contractual or otherwise

Qualification

Age (in years)

Date of Appointment / Resignation

Experience -No. of years including previous employment

Remuneration (Rs. in Million)

Last Employment -Designation

1.

Bishwanath Ganguly

Senior Vice President -Brands

Permanent

B. Sc., PG Diploma in Business Management-Marketing, PG Diploma Programme in Garment Manufacturing Technology

46

19-03-2019

19

4.57

Country Manager-Forever New Apparels Pvt. Ltd.

Notes:

1. Remuneration as shown above includes, inter alia, Company's contribution to provident funds, pension funds, house rent allowance, leave travel facility, medical insurance premium and taxable value of perquisites.

2. None of the employees mentioned above is a relative of any Director of the Company.

3. None of the employees has drawn in excess of remuneration drawn by MD / WTD and holds along with spouse and dependent children not less than 2% of the Equity Shares of the Company as on March 31, 2019.

 

For and on behalf of the Board of Directors

 

UDAY KHANNA

Place : Gurugram

Chairman

Date : May 24, 2019

DIN: 00079129

Annexure VII

BUSINESS RESPONSIBILITY REPORT SECTION

A: GENERAL INFORMATION ABOUT THE COMPANY

1.

Corporate Identity Number (CIN) of the Company:

L19201WB1931PLC007261

2.

Name of the Company:

Bata India Limited

3.

Registered address:

27B, Camac Street, 1st Floor, Kolkata - 700016, West Bengal

4.

Website:

www.bata.in

5.

E-mail id:

corporate.relations@bata.com

6.

Financial Year reported:

April 1, 2018 -March 31, 2019

7.

Sector(s) that the Company is engaged in (industrial activity code-wise):

Footwear & Accessories: NIC Code -47713 Footwear- Non Retail: NIC Code -46413

8.

List three key products / services that the Company manufactures / provides (as in balance sheet):

Footwear & Accessories

9.

Total number of locations where business activity is undertaken by the Company:

 

a.

Number of International Locations:

None

b.

Number of National Locations:

The Company has 4 operational manufacturing units located at (i) Batanagar, Kolkata, West Bengal, (ii) Bataganj - Patna, Bihar, (iii) Peenaya Industrial Area, Bengaluru, Karnataka (iv) Batashatak, Hosur, Tamil Nadu and also operates through more than 1400 retail stores across cities /towns in India.

10.

Markets served by the Company:

The Company has its retail presence mainly in the Metro cities, A-1 cities, Tier I, Tier II and Tier III cities across India. For non-urban areas, the Company sells its footwear through its network of more than 325 distributors.

SECTION B: FINANCIAL DETAILS OF THE COMPANY

1.

Paid-up Capital:

Rs. 642.64 Million

2.

Total Turnover:

Rs. 29,284.44 Million

3.

Total profit after taxes:

Rs. 3,296.60 Million

4.

Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%):

Rs. 64.24 Million, i.e., 2% of profit after tax

5.

List of activities in which CSR expenditures have been incurred:

The details of CSR activities undertaken by the Company and CSR expenditures incurred thereon during the financial year 2018-19 by the Company have been provided in page no 23 of the Board's Report and also in the 'Annual Report on CSR Activities', annexed to the Board's Report marked as Annexure IV.

SECTION C: OTHER DETAILS

1.

Does the Company have any Subsidiary Company / Companies?

Yes. The Company has three Wholly Owned Subsidiaries (WOSs) as on March 31, 2019, viz., (i) Bata Properties Limited; (ii) Coastal Commercial & Exim Limited; and (iii) Way Finders Brands Limited.

2.

Do the Subsidiary Company / Companies participate in the BR Initiatives of the parent Company?

The operations of these WOSs being insignificant, presently there is no direct participation by these WOSs in the BR initiatives of the parent Company.

3.

Do any other entity / entities (suppliers, distributors, etc.) that the Company does business with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity / entities? [Less than 30%, 30 - 60%, More than 60%]

Yes. The Company actively supports and encourages its suppliers and other stakeholders to participate in the BR initiatives of the Company. The Company ensures prohibition of child labour and forced labour in its workplaces and refrain itself from engaging with such vendors, suppliers and distributors who engage child labour or forced labour in their business operations.

At present the Company does not have any established mechanism to ascertain the level of participation of the vendors, suppliers, distributors, etc. in various BR initiatives of the Company. Hence, it is difficult to quantify the percentage of such entities for disclosure purposes.

SECTION D: BR INFORMATION

1.

Details of Director responsible for BR:

 

(a)

Details of the Director responsible for implementation of the BR policies:

1. DIN:

03438046

2. Name:

Mr. Rajeev Gopalakrishnan

3. Designation:

Managing Director

 

(b)

Details of the BR Head:

 

SI. No.

Particulars

Details

1.

DIN:

03438046

2.

Name:

Mr. Rajeev Gopalakrishnan

3.

Designation:

Managing Director

4.

Telephone Number:

(0124)3990100

5.

E-mail id:

head.brinitiatives@bata.com

2. Principle-wise (as per NVGs) BR policies

(a) Details of compliance (Reply in Y / N)

 

 

Business Ethics

Product Responsibility

Wellbeing of Employees

Stakeholder's Engagement & CSR

Human Rights

Environment

Public Policy

CSR

Customer Relation

SI. No.

Questions

P

P

P

P

P

P

P

P

P

1

2

3

4

5

6

7

8

9

1.

Do you have policy/policies for....?

Y

Y

Y

Y

Y

Y

Y

Y

Y

2.

Has the policy being formulated in consultation with the relevant stakeholders?

Y

Y

Y

Y

Y

Y

Y

Y

Y

3.

Does the policy conform to any national / international standards? If yes, specify? (50 words)

The policies of the Company generally conform to the principles of the National Voluntary Guidelines (NVGs) on Social, Environmental and Economic Responsibilities of Business, issued by the Ministry of Corporate Affairs (MCA), Government of India.

4.

Has the policy being approved by the Board? If yes, has it been signed by MD / owner / CEO / appropriate Board Director ?

Y

Y

Y

Y

Y

Y

Y

Y

Y

5.

Does the Company have a specified committee of the Board / Director / Official to oversee the implementation of the policy?

Y

Y

Y

Y

Y

Y

Y

Y

Y

6.

Indicate the link for the policy to be viewed online?

The policies which are mandatorily required to be uploaded on the website of the Company have been uploaded on www.bata.in and are available at the link https://bata.in/bataindia/a-31_s-181_c-42/investor-relations.html under the Investor Relations category.

7.

Has the policy been formally communicated to all relevant internal and external stakeholders?

Y

Y

Y

Y

Y

Y

Y

Y

Y

8.

Does the Company have in- house structure to implement the policy/ policies?*

Y

Y

Y

Y

Y

Y

Y

Y

Y

9.

Does the Company have a grievance redressal mechanism related to the policy / policies to address stakeholders' grievances related to the policy / policies?

Y

Y

Y

Y

Y

Y

Y

Y

Y

10.

Has the Company carried out independent audit / evaluation of the working of this policy by an internal or external agency?**

Y

Y

Y

Y

Y

Y

Y

Y

Y

* The Company also takes inputs / support from outside agencies, whenever considered necessary, in preparation and implementation of respective Policies in order to adopt the best industry practices. ** Audit / evaluation of the working of these Policies had been conducted by the Internal Audit Team of the Company.

(b) If answer to the question at serial number 1 against any principle, is 'No', please explain why:

Not Applicable.

3. Governance related to BR

a.

Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year.

The Board of Directors of the Company has constituted a 'Business Responsibility Committee' to access the BR performance on an on-going basis and BR Head updates the committee. A detailed presentation is made before the Board of Directors on an annual basis.

b.

Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently is it published?

This is the third BR Report of the Company for publication. The BR Reports may be viewed on the website of the Company www.bata.in and the same is available at the link https://bata.in/bataindia/a-29_s-181_c-42/investorrelations.html. The Company is publishing the BR Report annually.

SECTION E: PRINCIPLE-WISE PERFORMANCE

PRINCIPLE 1: BUSINESS SHOULD CONDUCT AND GOVERN THEMSELVES WITH ETHICS, TRANSPARENCY AND ACCOUNTABILITY

1. Does the policy relating to ethics, bribery and corruption cover only the Company? Yes / No. Does it extend to the Group / Joint Ventures / Suppliers / Contractors / NGOs / Others?

The Company considers Corporate Governance as an integral part which leads to increase in operational efficiencies and sustained long term value creation for all the stakeholders. The Board of Directors of the Company has adopted a Code of Conduct and Business Ethics (along with Anti-Bribery and Anti-Corruption Directives). The Company has introduced a vigil mechanism system across all its functions and establishments through a Whistle Blower Policy as approved by the Board of Directors of the Company and has uploaded the Whistle Blower Policy on the website of the Company i.e., www.bata.in. The Code of Conduct is applicable to the Board of Directors and all employees of the Company and its subsidiaries. An annual affirmation on compliance and adherence to the Code of Conduct and Business Ethics is obtained from the Directors and Senior Managerial Personnel including Functional Heads. The Anti-Bribery and Corruption Directive and the Ethical View Reporting Policy also extends to the Company's business partners, e.g., suppliers, vendors, distributors, contractors, etc.

2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.

In addition to the introduction of vigil mechanism to enable all stakeholders to freely communicate their grievances, the Company has also implemented its Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and uploaded the same on the website of the Company, www.bata.in. The Company has also created an exclusive e-mail id: share.dept@bata.com, to enable the Members / Investors of the Company to communicate their grievances directly.

The details of investor's complaints received and resolved during the year under review have been provided in the Corporate Governance Report which forms part of this Annual Report.

PRINCIPLE 2: BUSINESS SHOULD PROVIDE GOODS AND SERVICES THAT ARE SAFE AND CONTRIBUTE TO SUSTAINABILITY THROUGHOUT THEIR LIFECYCLE

1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and / or opportunities.

i. The Company is manufacturing Safety Shoes for the end consumers of various organizations where it is sold.

ii. The Company has also replaced Natural Rubber & Leather with synthetic EVA (Ethylene Vinyl Acetate) in sole making & PU coated PVC in shoe upper making respectively, thereby contributing towards natural resource conservation.

iii. The Company has also introduced usages of recycled waste rubber from tyre Industries for rubber outsole making in collaboration with Austin Rubber, U.S.A.

iv. The Company has also replaced Natural Fossil Fuel by eco-friendly Bio-Mass waste materials for operation of Boiler.

2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product (optional):

(a) Reduction during sourcing / production / distribution achieved since the previous year throughout the value chain?

Consumption per unit of Production*

Current Financial Year 2018-19

Previous Financial Year 2017-18

Electrical Energy (Kwh per pair of Shoes)

0.58

0.56

Thermal Energy (Equivalent kwh per pair of shoes)

0.49

0.48

CO2 Emission (Kg CO2 per pair of Shoes) [consider : 0.537 kg CO2/1 kwh Grid electricity & 0.268 kg CO2/ kwh fuel oil]

0.44

0.43

* Consumption per unit has marginally increased during the year under review due to ongoing modernisation / renovation work at the factories.

(b) Reduction during usage by consumers (energy, water) has been achieved since the previous year?

Although the shoe manufacturing process does not have broad based impact on energy, yet the Company continuously takes appropriate measures to reduce the consumption of thermal, electrical energy and water. The Company has installed modern and efficient machineries across its manufacturing units and has been able to save energy and water. The Company has initiated installation of LED lights, automatic power sensors, continued usage of recycled treated water from sewage treatment plant for sanitation thus resulting in reduction of water consumption. Further, Turbo Ventilators, Steam Recovery System, installation of Capacitors in HT Panel is in the process of implementation along with solar energy at Batanagar unit. The Company also continuously encourages its employees to save the natural resources wherever possible.

3. Does the Company have procedures in place for sustainable sourcing (including transportation) ?

If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so.

Yes. The Company has established an internal mechanism for continual improvement process towards sustainable excellence and has taken adequate steps for safe transportation and optimization of logistics, which in turn is improving the Company's manufacturing system, creating a safe work place and offering opportunities to our employees to excel and explore their potential and also mitigating the impact on climate. The use of appropriate mode of transportation is a continuous part of effective supply-chain mechanism and the Company's endeavor to reduce transport related environmental impact is an ongoing process.

Major associates of the Company, who are engaged in supplying of maximum level of raw materials for shoe manufacturing process in all manufacturing units across India, are located nearby to the respective units. This helps the Company to minimize its transportation cost and environmental impact.

4. Has the Company taken any steps to procure goods and services from local& small producers, including communities surrounding their place of work ?

If yes, what steps have been taken to improve their capacity and capability of local and small vendors ?

Yes. The Company has taken necessary steps to procure goods and services from the local and small producers surrounding its manufacturing units and enhancing their capabilities for a sustainable growth. The Company always prefers to procure goods and services, e.g., Finished Goods Supplies, Security / Housekeeping / loading-unloading  operations, etc. from nearby suitable source of supply. The Company has worked out Individual Development Plan of all Units which is being continuously monitored to improve capacity, capability& quality of the products of all local & small producers.

5. Does the Company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products and waste (separately as< 5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so.

Yes. The Company has introduced the mechanism to recycle its products to reduce waste. Such initiatives of the Company include, the following:

• The wastes - EVA packing bags are now recycled during EVA mixing process.

• Rubber/ PVC / EVA wastes are recycled during mastication process.

• Waste water after STP at Company's Bataganj Factory is being used for gardening and road washing purposes.

• Used / waste oil generated from different machines in manufacturing units are sold only to the agencies approved by the Central Pollution Control Board for recycling and re-using elsewhere in other allied industries.

• Different scrap materials, e.g., leather cuttings / waste papers / metallic parts, etc. are being sold to the outside agencies for their uses elsewhere in other industries.

PRINCIPLE 3: BUSINESS SHOULD PROMOTE THE WELL BEING OF ALL EMPLOYEES

1. Please indicate the Total number of employees.

SI. No.

Category of Manpower

No. of employees

1.

Managerial staff

1071

2.

Non-managerial staff in manufacturing

2096

3.

Managers + Permanent employees in stores

1723

4.

Contracted and Third Party employees

5406

 

Total

10296

2. Please indicate the Total number of employees hired on temporary / contractual / casual basis.

Out of the above, 5,406 persons were hired on temporary / contractual / casual basis.

3. Please indicate the Number of permanent women employees.

There are 290 permanent women employees.

4. Please indicate the Number of permanent employees with disabilities.

There are 7 permanent employees with disabilities.

5. Do you have an employee association that is recognized by management.

Yes, there are recognized trade unions in the manufacturing units of the Company as recognized by its management. These trade unions are affiliated to various central trade union bodies.

6. What percentage of your permanent employees are members of this recognized employee association?

55.64% of the Company's permanent employees are members of recognized employee associations.

7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year.

During the financial year ended March 31, 2019, there were two cases reported and were dealt satisfactorily towards sexual harassment under the Policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and were dealt satisfactorily. There was no pending complaints as on March 31, 2019. The Company did not receive any complaints relating to child labour, forced labour, involuntary labour.

8. What percentage of your under mentioned employees were given safety & skill up-gradation training in the last year?

(a) Permanent Employees: 83%

(b) Permanent Women Employees: 92%

(c) Casual / Temporary / Contractual Employees: 76%

(d) Employees with Disabilities: 0.0006%

PRINCIPLE 4: BUSINESS SHOULD RESPECT THE INTERESTS OF AND BE RESPONSIVE TOWARDS ALL STAKEHOLDERS, ESPECIALLY THOSE WHO ARE DISADVANTAGED, VULNERABLE AND MARGINALIZED

1. Has the Company mapped its internal and external stakeholders?

The Company understands the requirements of its various stakeholders. However, the Company is in the process of formal mapping of its key internal and external stakeholders for a better understanding of their concerns and expectations.

2. Out of the above, has the Company identified the disadvantaged, vulnerable & marginalized stakeholders.

Once the mapping is finalized, the Company will be able to identify its various categories of stakeholders and include them in the business process accordingly.

3. Are there any special initiatives taken by the Company to engage with the disadvantaged, vulnerable and marginalized stakeholders. If so, provide details thereof, in about 50 words or so.

The CSR programmes of the Company has been designed in such a manner that it ensures benefits to the poor, needy, underprivileged, deserving and the socio-economic backward communities of the society at large. The Company has been actively associated with the Bata Children's Programme (BCP) initiatives of Bata Shoe Organization (BSO) globally, towards improving the lives of the underprivileged children, especially the girl child.

PRINCIPLE 5: BUSINESS SHOULD RESPECT AND PROMOTE HUMAN RIGHTS

1. Does the policy of the Company on human rights cover only the Company or extend to the Group / Joint Ventures / Suppliers / Contractors / NGOs / Others?

Yes. The Company's Code of Ethics covers the aspects of Human Rights and is made applicable to all stakeholders including its Suppliers and Contractors by making them to sign the Code of Ethics and Code of Conduct.

2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management?

During the year under review, no complaints relating to human rights violation were received by the Company.

PRINCIPLE 6: BUSINESS SHOULD RESPECT, PROTECT AND MAKE EFFORTS TO RESTORE THE ENVIRONMENT

1. Does the policy related to Principle 6 cover only the Company or extends to the Group/Joint Ventures/Suppliers / Contractors / NGOs / others.

The Company's Environment, Health & Safety (EHS) Policy extends to cover the Company and all its relevant Stakeholders, viz, Suppliers & Contractors near its operational area.

2. Does the Company have strategies / initiatives to address global environmental issues such as climate change, global warming, etc.? Y / N. If yes, please give hyperlink for webpage etc.

The Company has taken necessary steps towards reduction of GHGs emission in its manufacturing process and to reduce the concerns relating to the global warming.

3. Does the Company identify and assess potential environmental risks? Y/N

The Company has identified potential environmental risks in its manufacturing units across India through monitoring system. Required necessary steps and safeguarding measures have been taken by the Company to reduce its impact on the environment.

4. Does the Company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed?

No.

5. Has the Company undertaken any other initiatives on - clean technology, energy efficiency, renewable energy, etc. Y/N. If yes, please give hyperlink for web page etc.

The Company is conscious and committed to maintain environmental and ecological balances of this planet and makes its conduct subject to environment audit practices. Across all manufacturing units, sewage treatment plants are working effectively and efficiently. Since Batanagar and Bataganj factories are located on the bank of River Ganga, water discharge in the River Ganga meets the norms of the Clean Ganga initiatives of the Central Government. At Bataganj unit, Zero Effluent Discharge vision is implemented by utilizing treated effluent water for gardening & washrooms. All the factories are complying with stack emission qualities and ambient air qualities. Special thrusts are given on waste management, conservation of energy and water and natural resources.

On Water Conservation initiatives, Rain Water Harvesting Plant was established at our Peenya Industrial Area, Bengaluru, Karnataka factory during the year 2010 and it is working efficiently and effectively towards utilization of rain water. On Energy Conservation initiatives, at Batanagar factory bio-fuel based Briquette fired boiler is running efficiently & effectively by replacing fossil fuel oil fired boiler and also introduced various low energy sensitive equipments by replacing high energy consuming devices. Further, in all factories, the Company has moved to Water Based (WB) adhesives from Petroleum Solvent Based (PSB) adhesives. At Batanagar, asbestos roof are being replaced by metallic sheets in phased manner and same will be done for other manufacturing units also in near future in phases.

6. Are the Emissions / Waste generated by the Company within the permissible limits given by CPCB/SPCB for the financial year being reported?

Yes, emission / waste generated by the Company are within the permissible limits prescribed by CPCB / SPCB.

7. Number of show cause / legal notices received from CPCB / SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year.

The Company did not receive any show cause / legal notice from CPCB / SPCB during the financial year ended March 31, 2019 and no show cause / legal notice related to CPCB / SPCB are pending with the Company as on the end of the financial year.

PRINCIPLE 7: BUSINESS WHEN ENGAGED IN INFLUENCING PUBLIC AND REGULATORY POLICY, SHOULD DO SO IN A RESPONSIBLE MANNER

1. Is your Company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with:

The Company believes that conducting business as a good corporate citizen of the Country enhances brand value and leads to a sustainable growth. The Company is associated with Retailers Association of India (RAI).

2. Have you advocated / lobbied through above associations for the advancement or improvement of public good? Yes / No; if yes specify the broad areas (drop box: Governance and Administration, Economic Reforms,

Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others)

Yes, the Company has worked with the organization in the following areas:

a. Structural changes in policies to boost growth of the footwear industry.

b. Sustainable practices in disposal of hazardous waste and on different EHS practices.

c. Elimination of unfair labour practices including child labour in the footwear industry.

PRINCIPLE 8: BUSINESS SHOULD SUPPORT INCLUSIVE GROWTH AND EQUITABLE DEVELOPMENT

1. Does the Company have specified programmes / initiatives / projects in pursuit of the policy related to Principle 8? If yes, details thereof.

The Company from its very inception, has been involved with charities and a host of philanthropic and social activities. Recognizing communities and employees as the key success factors for business prosperity, the Company remains committed to their development. The CSR initiatives of the Company ensures its commitment to operate in an economically, socially and environmentally sustainable manner, in the best interest of all the stakeholders.

Model Schools - During the financial year ended March 31, 2019, the Company focused on 6 schools, touching over 3,000 children, adopted near its areas of operations under the Company's global programme called Bata Children's Programme (BCP). In its endeavor to develop these schools into model schools in a phase wise manner, it undertook various initiatives related to infrastructure upgradation, STEM programme by setting up science and computer labs, life skills programme, improving overall health of the children through regular health checkup camps and awareness sessions, sports activities, etc. Especially designed programme on female adolescent healthcare, health & sanitation, life skills, sports and sessions on female centered issues have been given a priority for the girl child population at these schools. Separate sessions have been held with the parents to encourage the education of girl child and various other issues relevant to the overall development of their children.

Girl Child Empowerment through Project Nanhi Kali - In association with K. C. Mahindra Education Trust, the Company supported education of 92 underprivileged girls under project Nanhi Kali. These girls go to Nanhi Kali academic support centres after school hours, where trained tutors engage these girls in concept based learning, focusing on Mathematics and English. Regular assessments and evaluation of these girls' learning levels is an integral part of the project along with efficient tracking of attendance. A school kit is provided to every girl annually, thereby allowing her to attend school with dignity. This kit consists of personal clothing, notebooks, stationery, a school bag, shoes, socks, a raincoat/pullover and feminine hygiene material. The team works extensively with parents and communities to sensitize them to become collective guardians of the girls.

Happy Steps Programme for School Children -As part of Preventive Healthcare, under the Happy Steps Programme of your Company, we are engaged with 11956 school children across Chennai, Bengaluru and Hyderabad to conduct foot care awareness workshops. Through activities, presentations and demonstrations, children were made aware on the importance of a healthy feet as the foundation of our body, on how to take care of the feet in our daily lives, foot hygiene, foot exercises, dealing with sports injuries, various foot diseases and how can we prevent them, dealing with diabetic feet, etc. A customized Bata school kit comprising of school socks, polish, laces, brush along with instructions to keep the feet healthy and clean were also distributed amongst the children during the workshops.

Stride with Pride - A consumer engagement programme named 'Stride with Pride', was also introduced, wherein customers were encouraged to donate their pair of old footwear across Bata stores at selected cities. For every pair of old footwear received, Bata donated a new pair to a needy child. The campaign covered 70 schools and 27 Bata stores in couple of cities through which we have received 20,634 old footwear. In order to reduce inequalities faced by socially & economically backward groups and as part of the preventive healthcare, your Company donated more than 85,000 pairs of footwear to the underprivileged children.

Disaster Relief & Rehabilitation - During Kerala floods, the Company, as part of the disaster relief and rehabilitation initiative, contributed generously to help the people in need of the hour. Rapid response teams of employees at respective regions were formed who travelled to relief camps, distributed basic essentials and footwear. Around 8,400 footwear were donated to the affected people in Kerala and at Coorg in Karnataka. Employees came forward to donate their one day's basic salary. The Company matched the employees donation and contributed around Rs.1.40 Million to Kerala Chief Minister's Distress Relief Fund. In association with NGO partners, the Company held medical camps in the affected regions to provide immediate and basic health services to the affected population and also focused on the prevention of epidemics in the region. With support from Global BCP Foundation, the Company is in the process to renovate 4 schools which got affected during Kerala floods.

2. Are the programmes/projects undertaken through in-house team/own foundation/external NGO/government structures / any other organization?

The Company's CSR activities are undertaken by an internal dedicated team. The Company partners with Non-Governmental Organizations (NGOs), Government Institutions and well known Corporate Bodies for design and implementation of selected projects.

3. Have you done any impact assessment of your initiative?

The Company conducts periodic assessments for its projects under the CSR programmes. This includes baseline assessment and end-line surveys by the end of the project to assess the overall impact of the project. Continuous Monitoring and Evaluation (M &E) of the programmes take place throughout the year, which helps to improve the quality of the project and achieve maximum results to ensure benefits to the stakeholders.

For instance, in our school programmes, through our concentrated initiatives and extra-curricular activities, there has been an overall development of the children over a period of time. Children have become more regular to the school. There has been an increase of 12.50 % in the attendance of children attending the Computer Classes. At one school, after Bata's support, the number of children at the school increased from 90 to 214, dropout rate reduced from 38% to 2%, teachers are able to use child friendly teaching learning pedagogy which leads to better learning environment. With introduction of better teaching methodology, nutritious meals and better facilities, the academic performance amongst the children also improved noticeably.

Through our library programme, 74% of the students drastically improved in their reading skills and 67% of the students in their writing skills. As a result of the Science Centres established at the schools along with science workshops, children have improved in the ability to understand scientific concepts and application of the learned concepts; they have become more aware and curious to understand alternative methods of learning. There was also an improvement in the knowledge and awareness levels of the children on the issues of well-being, hygiene, sanitation, substance abuse, etc.

In the Nanhi Kali programme too, regular assessments and evaluation of the girls' learning levels is an integral part of the project along with efficient tracking of attendance. A school kit is provided to every girl annually, thereby allowing her to attend school with dignity. This kit consists of personal clothing, notebooks, stationery, a school bag, shoes, socks, a raincoat/pullover and feminine hygiene material. The Nanhi Kali team works extensively with parents and communities to sensitize them to become collective guardians of the girls.

4. What is your Company's direct contribution to community development projects and the details of the projects undertaken:

During the financial year ended March 31, 2019, the Company has spent a total amount of Rs. 64.24 Million towards various CSR projects as against the allocated budget of Rs. 58.07 Million. The details thereof have been provided in the Annual Report on CSR Activities as attached to the Board's Report. A brief summary thereof is as under:

SI. No.

Focus Area

Amount (Rs. in Million)

1.

Promotion of education in schools

25.84

2.

Nanhi Kali - Girl Child Education

0.33

3.

Happy Steps Programme - Foot care awareness

1.87

4.

Stride with Pride campaign

32.74

5.

Promotion of Sports amongst the Youth

0.20

6.

Promotion of preventive healthcare and sanitation

1.34

7.

Promotion of employment enhancement skill development

0.71

8.

Disaster relief and rehabilitation during Kerala floods

1.21

 

Total

64.24

 

Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words, or so.

Before initiating a community development project, a comprehensive base line survey is conducted to identify the local needs, stakeholder commitments and it also helps in creating a buy-in from the local communities. The Company believes in participatory approach while planning and implementing the community development initiatives. The Company's CSR projects at several locations are developed in consultation and participation with various stakeholders including the local communities. Each location has an independent programme implementation committee which ensures planning and implementation of projects, periodic reviews and information sharing with stakeholders. The local committees work under the overall guidance and framework defined by the corporate CSR Team of the Company.

PRINCIPLE 9: BUSINESS SHOULD ENGAGE WITH AND PROVIDE VALUE TO THEIR CUSTOMERS AND CONSUMERS IN A RESPONSIBLE MANNER

1. What percentage of customer complaints / consumer cases are pending as on the end of financial year.

During the year under review, the Company has ensured to address and resolve customer complaints / consumer cases amicably and has further strengthened its Customer Care Team and improvised the complaints redressal processes for speedy resolution of customer complaints. The Company has received 97822 customer / consumer complaints during the year under review and have resolved 97815 complaints amicably during the financial year 2018-19. Remaining 7 (0.01%) complaints lying pending at the end of financial year has since been resolved.

2. Does the Company display product information on the product label, over and above what is mandated as per local laws? Yes / No / N.A. / Remarks (additional information)

Considering the nature of product manufactured and sold by the Company, it is not necessary to display additional product information on the product labels.

3. Is there any case filed by any stakeholder against the Company regarding unfair trade practices, irresponsible advertising and / or anti-competitive behaviour during the last five years and pending as on end of financial year. If so, provide details thereof, in about 50 words or so.

No.

4. Did your Company carry out any consumer survey / consumer satisfaction trends?

Yes, the Company has introduced a strong Customer Feedback Mechanism to capture the feedback about Customers' Shopping Experience (Net Promoter Score) through its various key retail stores, franchisee stores and e-commerce shopping experience. 

Director’s Report