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Jubilant Foodworks Ltd.

BSE: 533155 | NSE: JUBLFOOD |

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Series: EQ | ISIN: INE797F01012 | SECTOR: Miscellaneous

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Annual Report

For Year :
2021 2018 2017 2016 2015 2014 2013 2012 2011

Director’s Report

Dear Members,

Your Directors have pleasure in presenting the Twenty-Sixth (26th) Annual Report, together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2021 (''FY 2021'').

FINANCIAL HIGHLIGHTS

A summary of the Company''s financial performance in FY 2021 is as follows:

Particulars

('' in lakhs)

Standalone Consolidated

FY 2021

FY 2020

FY 2021

FY 2020

Revenue from Operations

326,887.27

388,577.65

331,187.13

392,727.40

Add: Other Income

7,037.26

6,882.44

7,307.77

6,961.55

Total Income

333,924.53

395,460.09

338,494.90

399,688.95

Profit before Depreciation & Amortisation, Finance Cost, Exceptional items, Tax Expense & Other Income (EBITDA)

76,655.87

87,708.31

77,119.24

87,559.27

Profit before Depreciation & Amortisation, Finance Cost, Exceptional items & Tax Expense

83,693.13

94,590.75

84,427.01

94,520.82

Less: Finance Cost

16,060.28

16,345.36

16,269.78

16,523.50

Less: Depreciation & Amortisation Expense

36,722.40

34,414.00

37,539.82

35,227.72

Profit before Exceptional items & Tax Expense

30,910.45

43,831.39

30,617.41

42,769.60

Less: Exceptional items

-

4,481.03

-

2,490.98

Profit before Tax Expense

30,910.45

39,350.36

30,617.41

40,278.62

Less: Taxation Expense

7,541.81

11,805.17

7,565.24

12,398.73

Profit for the year

23,368.64

27,545.19

23,052.17

27,879.89

Other Comprehensive Income/(Loss)

7,805.83

(282.43)

7,470.07

(270.86)

Total Comprehensive Income for the year

31,174.47

27,262.76

30,522.24

27,609.03

Retained Earnings

Balance at the beginning of FY

100,280.19

114,225.92

95,807.00

109,570.19

Add: Profit for the FY

23,368.64

27,545.19

23,166.66

27,998.25

Less: Ind AS 116 Adjustments (net of tax)

-

24,066.41

-

24,378.54

Add: Exercise/Lapse of share options

142.48

76.01

142.48

76.01

Add: Exercise/Sale of shares held by ESOP Trust (Net of Tax)

-

-

(35.33)

13.48

Less: Dividend paid on Equity Shares

-

14,516.59

-

14,516.59

Less: Dividend Distribution Tax

-

2,983.93

-

2,983.93

Add: Dividend on shares held by ESOP Trust

-

-

-

28.13

Balance at the end of FY

123,791.31

100,280.19

119,080.81

95,807.00

RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

The highlights of the Company''s performance on standalone basis are as under:

a) Revenue from operations decline by 15.88% to '' 326,887.27 lakhs

b) EBITDA decreased by 12.60% to '' 76,655.87 lakhs

c) Profit before Tax decreased by 21.45% to '' 30,910.45 lakhs

d) Net Profit decreased by 15.16% to '' 23,368.64 lakhs

During FY 2021, the Company has not transferred any amount to the general reserve and entire amount of profit for the year forms part of the ''Retained Earnings''.

The Company has built a strong network of the global franchise partner Domino''s Pizza in India wherein the portfolio is complemented by another internationally renowned brand

Dunkin'' Donuts which has witnessed a transformation in the product offerings and store format. After entering Chinese cuisine segment with its homegrown brand Hong''s Kitchen, the Company further expanded its portfolio by foraying into Biryani Segment with indigenous brand Ekdum!. In addition, given the increased interest in home cooking and experimentation during the pandemic, the Company also forayed into FMCG segment with the launch of ready-to-cook range of sauces, gravies and pastes under the brand name - ChefBoss.

Further, the Company also entered into an exclusive Master Franchise and Development Agreement with PLK APAC Pte. Ltd., a subsidiary of Restaurant Brands International Inc. (RBI), to develop, establish, own and operate Popeyes® restaurants in India, Bangladesh, Nepal and Bhutan in the coming years.

Staying responsive to the winds of change, the Company leveraged its fundamental strengths in delivery, grew its digital

capabilities and adapted such strategies to remain operational throughout the pandemic. The Company has 1,360 Domino''s Pizza Restaurants, 24 Dunkin'' Donuts Restaurants, 8 Hong''s Kitchen and 4 Ekdum! Restaurants as on March 31, 2021.

Bouncing back from COVID-led disruptions

In FY 2021, with rapidly evolving COVID-19 pandemic, the Company committed itself to the nation''s fight against COVID-19 and confronted the uncertainties by focusing on health & safety of employees, business continuity while following strict SOPs of hygiene and sanitisation and maintaining food hygiene. The restaurant and Supply Chain Centre employees rose splendidly to the challenge of the Covid crisis and their persistence and untiring efforts helped the Company to continue serve the customers unceasingly. The Company owe to its employees and their families, a huge debt of gratitude for their unstinting support during the COVID-19 crisis.

Leveraging several strengths including a strong, value-for-money focused brand combined with consumer trust and credibility, execution strength together with a robust and resilient supply chain, the Company has shown tremendous agility in responding to operational needs during the COVID-19 crisis. Despite the disruption and unpredictability of the pandemic, JFL maintained its momentum, thanks to its focus on driving best-in-class operating metrics, its customer-centricity and bold strategic initiatives rolled out to steer the business higher. The evolving pattern of the pandemic notwithstanding the Company could rebound faster given its sharp focus, customer-centricity, and bold structural moves taken. The Company optimised costs across all functions to improve efficiency. The Company''s dedicated supply chain infrastructure across India enabled seamless course correction, in terms of meeting new requirements, towards business continuity and on sanitization and food safety amongst others. The Company developed a playbook to work around this pandemic and restore the business quickly to normalcy in December, 2020 and achieved 100.3% sales recovery in Domino''s.

During the year, the Company continued making investments to strengthen its digital capabilities and introduced host of promotions that enabled the Company to respond faster to new business requirements and drive sales recovery. The Company remained strongly focused on delivery and take away channels to mitigate the pressure on dine-in. As the gears shifted from synergetic combination of revenue recovery and stringent cost control phase to growth phase, despite the spate of challenges, the Company has delivered a strong all-round performance, with improvement in EBITDA margins, year-on-year.

The Business highlights has been comprehensively discussed in Management Discussion and Analysis Report forming an integral part of the Annual Report.

Your Directors have been periodically reviewing with the Management, the impact of COVID-19 on the Company. The Board and the Management will continue to closely monitor the situation as it evolves.

DIVIDEND

Based on the Company''s performance and Dividend Distribution Policy of the Company, your Directors are pleased to recommend final dividend of '' 6/- (i.e. 60%) per equity share of '' 10/- each fully paid-up for FY 2021 amounting to '' 7,918.14 lakhs, subject to the approval of members at the ensuing Annual General Meeting (AGM'') of the Company. In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the members. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

SHARE CAPITAL

During the year under review, there was no change in the authorised, subscribed and paid-up share capital of the Company. As on March 31, 2021, the paid- up share capital of the Company stood at '' 1,319,690,400/- divided into 131,969,040 equity shares of '' 10/- each.

EMPLOYEES STOCK OPTION SCHEMES

With a view to attract, reward and retain talented and key employees in the competitive environment and encourage them to align individual performance with Company objectives, the Company grants share based benefits to eligible employees under the ESOP Schemes. The Company has two Employees Stock Option Schemes namely JFL Employees Stock Option Scheme, 2011 (''ESOP 2011'') and JFL Employees Stock Option Scheme, 2016 (''ESOP 2016''). Both the schemes are administered through JFL Employees Welfare Trust (''ESOP Trust'').

ESOP 2011: The members on August 20, 2011 approved ESOP 2011 for issuance of Employee Stock Options to the eligible employees of the Company, its holding and subsidiary(ies) in/ outside India. ESOP 2011 was last modified by the members of the Company in its meeting held on September 3, 2015. The options are granted at the exercise price fixed at the time of grant, being the market price as defined under ESOP 2011. As on March 31, 2021, 101,137 options were outstanding under ESOP 2011.

ESOP 2016: The members on November 2, 2016 approved ESOP 2016 for issuance of Employee Stock Options to the eligible employees of the Company, its holding and subsidiary(ies) in/ outside India. The options are granted at the exercise price determined by the Nomination, Remuneration and Compensation Committee and mentioned in the grant letter which shall not be less than face value of the shares

of the Company. As on March 31, 2021, 52,733 options were outstanding under ESOP 2016.

Consequent to Bonus issue in June, 2018, all the then outstanding options granted under ESOP 2011 and ESOP 2016 are entitled to bonus share in the proportion of 1:1. No dilution in paid-up share capital of the Company is expected due to exercise of options as it is envisaged to transfer the equity shares held by ESOP Trust to the employees on exercise of options under both the schemes. The details of both the schemes have also been disclosed in Note 32 to the Standalone Financial Statements and Note 31 to the Consolidated Financial Statements forming an integral part of the Annual Report.

Jubilant FoodWorks General Employee Benefit Scheme, 2020 (‘JFGEBS’) : The members on September 15, 2020 approved JFGEBS with the objective of providing healthcare (incl. preventive measures), hospital care, or benefits in the event of sickness, accident, disability, death or scholarship funds, rewards and recognitions, education, employee engagement, training for skill enhancement/ development and such other welfare activities and benefits specified by the Company. The JFGEBS would be implemented and administered by the ESOP Trust. JFGEBS does not involve issue of shares by the Company for the purposes of JFGEBS and also does not involve any secondary acquisition by the ESOP Trust.

During the year, there was no material change in ESOP 2011, ESOP 2016 and JFGEBS and all the schemes are in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (''ESOP Regulations''). The applicable disclosure under the ESOP Regulations as at March 31, 2021 is uploaded on the website of the Company (web link: https://www.jubilantfoodworks.com/investors/reports-presentations). Certificate from Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors, with respect to the implementation of ESOP 2011, ESOP 2016 and JFGEBS would be placed before the members at the ensuing AGM.

SUBSIDIARIES, JOINT VENTURE & ASSOCIATE COMPANIES

Jubilant Foodworks Netherlands B.V., Fides Food Systems Cooperatief U.A. & DP Eurasia N.V.

During the financial year, Jubilant Foodworks Netherlands B.V. (''JFN'') was incorporated as a wholly-owned subsidiary of the Company in Netherlands. JFN entered into a purchase agreement with Turkish Private Equity Fund II L.P. to fully acquire Fides Food Systems Cooperatief U.A. (''Fides'') which holds 32.81% equity shares in DP Eurasia N.V. DP Eurasia N.V. is a public company listed with London Stock Exchange PLC, and is the exclusive master franchisee of the Domino''s Pizza brand in Turkey, Russia, Azerbaijan and Georgia. JFN completed the acquisition on March 9, 2021. Consequent to the acquisition, Fides became wholly-owned subsidiary of the Company through JFN and DP Eurasia N.V. became associate

Company. As on March 31, 2021, the total income of JFN is '' 184.83 lakhs.

As on April 1, 2021, JFN is a material subsidiary in terms of Policy for determining Material Subsidiaries. Applicable compliances w.r.t. material subsidiary have been complied with.

Jubilant Golden Harvest Limited (‘JGHL’):

JGHL is a subsidiary and joint venture of the Company with Golden Harvest Group of Bangladesh. JGHL has exclusive rights to develop and operate Domino''s Pizza restaurants in Bangladesh. In a short span of time, JGHL has made appreciable progress in the Country and continued to deliver healthy performance in terms of orders served, restaurants added and customer satisfaction scores.

Despite of the COVID-19 crisis, performance of JGHL was encouraging. JGHL with its continued efforts and potential, utilised this opportunity and saw sustained recovery led by online delivery sales. More than two-third Delivery sales were through digital channel.

JGHL also launched two local flavour pizzas - Hariyali Chicken and Keema Dopeyaja. During the year, JGHL launched 2 restaurants taking the total count to 5 Domino''s Pizza Restaurants as on March 31, 2021. The total income of JGHL in FY 2021 is '' 1,722.04 lakhs as compared to '' 1,715.41 lakhs in FY 2020.

Jubilant FoodWorks Lanka (Private) Limited (‘JFLPL’):

JFLPL is a wholly-owned subsidiary of the Company in Sri Lanka. JFLPL has exclusive rights to develop and operate Domino''s Pizza restaurants in Sri Lanka. JFLPL continued its focus on profitable growth managed through various initiatives like rationalising discounts, reducing wastages, launch of an enhanced mobile app and focused marketing activities. As a result, for the first time ever, JFLPL business delivered a positive EBITDA in FY 2021. Despite the COVID-19 crisis, performance of JFLPL was encouraging leading to healthy business recovery.

JFLPL also launched two local flavour pizzas -SL Chicken Curry and SL Spicy Veg, a range of Pasta Pizzas and a new crust called as ''Cheese Float''. During the year, JFLPL launched 4 restaurants and relocated 2 restaurants taking the total count to 26 Domino''s Pizza Restaurants as on March 31, 2021. The total income of JFLPL in FY 2021 is '' 2,980.31 lakhs as compared to '' 3,148.23 lakhs in FY 2020.

Domino''s Pizza Sri Lanka & Bangladesh also took various initiatives during the outbreak of COVID-19 pandemic including Zero Contact Delivery and Takeaway to ensure safety of customers and employees.

A report on the performance and the Financial position of the subsidiaries, associate company and ESOP Trust, as per Companies Act, 2013 and Rules made thereunder (the ''Act'') is provided in Form AOC-1 attached to the Consolidated Financial Statements forming an integral part of the Annual Report. Pursuant to the provisions of Section 136 of the Act, separate audited accounts of the subsidiaries, are available on the website of the Company (web link: https://www. jubilantfoodworks.com/investors/reports-presentations).

Apart from above, no other company have become or ceased to be subsidiary, joint venture or associate of the Company during the financial year.

ANNUAL RETURN

As per Section 134(3)(a) of the Act, the Annual Return referred to in Section 92(3) of the Act for the financial year ended on March 31, 2021 is available on the website of the Company (web link: https://www.jubilantfoodworks.com/investors/ reports-presentations).

MEETINGS OF BOARD OF DIRECTORS

Nine (09) Meetings of Board of Directors were held during FY 2021. The details of the meetings of the Board and its Committees are given in the Corporate Governance Report forming an integral part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL’S

In terms of Articles of Association of the Company and provisions of the Act, Mr. Hari S. Bhartia, Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offer himself for re-appointment. The Board of Directors recommend his re-appointment for consideration by the members of the Company at the ensuing AGM.

During the year, Mr. Prakash C. Bisht, EVP & Chief Financial Officer and Key Managerial Personnel of the Company resigned from the Company with effect from close of business hours of February 15, 2021 to join another Jubilant group entity as a Chief Financial Officer.

Mr. Ashish Goenka was appointed as EVP & Chief Financial Officer and Key Managerial Personnel of the Company with effect from February 17, 2021. He is a qualified Chartered Accountant, Company Secretary and MBA. He is a seasoned Finance Leader with 18 years of experience in finance & strategy with FMCG & Telecom Industry. His core strengths include driving business strategy and performance, accounting and financial management, financial planning and analysis, corporate governance and risk management.

The shareholders of the Company in their 22nd AGM appointed Mr. Pratik R. Pota as CEO & Wholetime Director for a period of five years from April 1, 2017 up to March 31, 2022. In the

same AGM the shareholders appointed Mr. Berjis Minoo Desai as Non-Executive Independent Director for a period of five years from May 29, 2017, up to May 28, 2022. Considering the vast experience, acumen, positive attributes and significant contribution made by each of the individual director above and recommendations of the Nomination, Remuneration and Compensation Committee, the Board (subject to the approval of the shareholders) in their meeting held on June 15, 2021 approved:

a) Re-appointment of Mr. Pratik R. Pota as Chief Executive Officer & Wholetime Director of the Company for a further period of three years from April 1, 2022, up to March 31, 2025;

b) Re-appointment of Mr. Berjis M. Desai as Non-Executive Independent Director of the Company for a second term of five consecutive years with effect from May 29, 2022 up to May 28, 2027.

In the opinion of the Board, Mr. Pratik R. Pota and Mr. Berjis M. Desai fulfils the conditions specified in the Companies Act, 2013 and the Rules made thereunder and under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''the Listing Regulations''). The Company has received notices under Section 160 of the Act proposing appointment of above-mentioned Directors of the Company.

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act read with Regulation 16(1 )(b) of the Listing Regulations and are not disqualified from continuing as Independent Directors and that they have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs. Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

A brief profile, expertise of Directors and other details as required under the Act, Secretarial Standard-2 and the Listing Regulations relating to the directors proposed to be re-appointed is annexed to the notice convening the AGM.

During the year under review, except as stated above, there were no changes in the Directors or Key Managerial Personnel''s of the Company.

APPOINTMENT & REMUNERATION POLICY

The Company has a Policy on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management/other employees of the Company which is disclosed on the website of the Company (web link: https:// www.jubilantfoodworks.com/investors/policies/). The salient

features of the Policy have been disclosed in the Corporate Governance Report forming an integral part of this Report.

PERFORMANCE EVALUATION OF THE BOARD

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairperson of the Board. The evaluation was carried out through a structured questionnaire covering various aspects of the functioning of Board and its Committees. The detailed process in which annual evaluation of the performance of the Board, its Chairperson, its Committees and of individual Directors has been made is disclosed in the Corporate Governance Report forming an integral part of this Report.

PARTICULARS OF EMPLOYEES, DIRECTORS & KEY MANAGERIAL PERSONNEL’S

The details of Employees, Directors and Key Managerial Personnel as required under Section 197 of the Act read with the Companies (Appointment and Remuneration) Rules, 2014 is annexed herewith as Annexure ‘A'' forming an integral part of this Board''s Report.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of investments made under the provisions of Section 186 of the Act have been disclosed in Note 4 to the Standalone Financial Statements forming an integral part of the Annual Report. During the year, the Company has not given any loan or provided any guarantees pursuant to Section 186 of the Act.

RELATED PARTY TRANSACTIONS

All contracts, arrangements and transactions entered by the Company during FY 2021 with related parties were in the ordinary course of business and on arm''s length basis and were approved by the Audit Committee. The Board of Directors of the Company had laid down the criteria for granting the omnibus approval by the Audit Committee for the transactions which are repetitive in nature, in line with the Company''s Policy on Materiality of and dealing with Related Party Transactions (''RPT Policy''). During the year, the Company had not entered into any materially significant transaction with related parties as defined in the RPT Policy. Accordingly, the disclosure of Related Party Transactions under Section 188(1) of the Act in Form AOC-2 is not applicable. Related Party disclosures including transactions with promoter/promoter group which hold(s) more than 10% shareholding in the Company have been disclosed in Note 33 to the Standalone Financial Statements forming an integral part of the Annual Report.

AUDITORS AND AUDITOR’S REPORT Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Regn. No. 117366W/W-100018) (''Deloitte''), were appointed as Statutory Auditors of the Company to hold office from the conclusion of 22nd AGM until the conclusion of 27th AGM of

the Company, subject to the ratification by members at every AGM. Further, at the 23rd AGM held on September 27, 2018, members approved ratification of the appointment of Statutory Auditors to hold office from the conclusion of 23rd AGM until the conclusion of 27th AGM of the Company to be held in the year 2022, without any further requirement of ratification at every intervening AGM.

The Auditors'' Report read together with Annexure referred to in the Auditors'' Report for the financial year ended March 31, 2021 do not contain any qualification, reservation, adverse remark or disclaimers. During the year under review, the Statutory Auditors have not reported any matter of frauds under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

Secretarial Auditors

The Secretarial Audit Report for the financial year ended March 31,2021 received from M/s. Chandrasekaran Associates, Company Secretaries, Secretarial Auditors of the Company is annexed herewith as Annexure ‘B'' forming an integral part of this Board''s Report. The Report does not contain any qualifications, reservations, adverse remarks or disclaimers. During the year under review, the Secretarial Auditors have not reported any matter of frauds under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

AUDIT COMMITTEE OF THE BOARD

The Audit Committee comprises of Mr. Ashwani Windlass as Chairman, Mr. Abhay Prabhakar Havaldar, Ms. Deepa Misra Harris, Mr. Shamit Bhartia and Mr. Vikram Singh Mehta as members and Mr. Pratik R. Pota is a permanent invitee. Brief terms of reference, meetings and attendance are included in the Corporate Governance Report forming an integral part of this Board''s Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

WHISTLE-BLOWER POLICY/VIGIL MECHANISM

The Company has in place Whistle-Blower Policy (''Policy'') and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behaviour. The details of vigil mechanism as provided in the Policy have been disclosed in the Corporate Governance Report forming an integral part of this Board''s Report. The Policy was modified by the Board with effect from June 15, 2021 to make it more robust and descriptive. The Policy is disclosed on the Company''s website (web link: https:// www.jubilantfoodworks.com/investors/policies/).

RISK MANAGEMENT

Risk Management is an integral and important component of Corporate Governance. The Board of Directors of the Company

has constituted Risk Management Committee (''RMC'') which assists the Board in monitoring and reviewing the risk management plan, implementation of the risk management framework of the Company and such other functions as Board may deem fit. The Company has in place Risk Management Policy (''Policy'') and the same has been implemented in order to identify elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. A detailed section on Risk Management is provided in the Management Discussion and Analysis Report forming an integral part of the Annual Report. The Board modified the Policy in its meeting held on June 15, 2021 with immediate effect to align the same with the amendments in Listing Regulations.

INTERNAL FINANCIAL CONTROL

The Company has adequate internal financial controls systems in place, which facilitates orderly and efficient conduct of its business including adherence to Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Company''s internal control framework are commensurate with the size and nature of its operations. M/s. Deloitte Haskins & Sells LLP, Statutory Auditors have audited the financial statements of the Company included in this annual report and have also confirmed the adequacy and operational effectiveness of JFL''s internal control over financial reporting (as defined in Section 143 of the Act) as on March 31, 2021. A detailed section on Internal Controls and their Adequacy is provided in the Management Discussion and Analysis Report forming an integral part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the Listing Regulations, Management Discussion and Analysis Report for the year under review is presented in a separate section, forming an integral part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

The Company believes that it can only be successful in the long term by creating value both for its shareholders and for society. The Company is committed in pursuing responsible growth and recognise its responsibility towards the society and the environment in which it operates. In terms of Regulation 34 of the Listing Regulations, Business Responsibility Report for FY 2021 detailing various initiatives taken by the Company on the environmental, social and governance front is annexed herewith as Annexure ‘C'' forming an integral part of this Board''s Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has in place Corporate Social Responsibility Policy (''Policy'') which outlines the Company''s philosophy and responsibility and lays down the guidelines and mechanism for

undertaking socially impactful programs towards welfare and sustainable development of the community around the area of its operations and other parts of the Country. The Board modified the Policy in its meeting held on June 15, 2021 with immediate effect to align the same with the amendments in Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (''CSR Rules''). The Policy is disclosed on the Company''s website (web link: https://www. jubilantfoodworks.com/investors/policies/). In terms of Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Annual Report on Corporate Social Responsibility Activities for FY 2021 is annexed herewith as Annexure ‘D'' forming an integral part of this Board''s Report.

CORPORATE GOVERNANCE

The Corporate Governance philosophy of the Company is driven by the interest of stakeholders, focus on fairness, transparency and business needs of the organisation. The Company continues to be compliant with the requirements of Corporate Governance as stipulated in Listing Regulations. In terms of Regulation 27 of Listing Regulations, the Corporate Governance Report including a certificate from M/s. Chandrasekaran Associates, Company Secretaries, Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance is annexed herewith as Annexure ‘E’ forming an integral part of this Board''s Report.

The Corporate Governance Report, inter alia, contains the following disclosures:

a) Composition of Committees including Audit Committee, Nomination, Remuneration and Compensation Committee, Stakeholders Relationship Committee, Sustainability & Corporate Social Responsibility Committee, Regulatory and Finance Committee, Investment Committee and Risk Management Committee

b) Disclosure relating to affirmation submitted by the Directors and Senior Management confirming compliance of the Code of Conduct for Directors and Senior Management

c) Dividend Distribution Policy

d) Details of Credit Rating

e) Details of Unpaid and Unclaimed Dividend Account and transfer to Investor Education and Protection Fund

f) Details of Remuneration of Directors including Service Contracts, Notice Period, Severance Fees, Stock Options held by them

PREVENTION OF SEXUAL HARASSMENT

The Company is committed towards promoting the work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment irrespective of their gender, race, social class, caste, creed, religion, place of origin, sexual orientation, disability or economic status. Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013 (''POSH Act''), the Company has adopted a Policy on prevention of sexual harassment at workplace (''POSH Policy''). Periodic sessions were also conducted to apprise employees and build awareness on the subject matter. Our key focus is to create a safe, respectful and inclusive workplace which fosters professional growth for each employee.

As per the requirement of the POSH Act and rules made thereunder, the Company constituted an Internal Complaints Committee to redress the complaints received regarding sexual harassment. The Internal Complaints Committee meets periodically to discuss various scenarios/sample cases and steps that can be taken to ensure that POSH cases are reported and addressed uniformly across the organisation. The details of the complaints received during the year under review are as follows. The Company endeavours to complete the inquiry process within the stipulated period of 90 days.

i. Complaints filed during the financial year: 18

ii. Complaints disposed off during the financial year: 18

iii. Complaints pending as on end of the financial year: 0

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

(A) Conservation of Energy

The Company is committed to take effective measures to conserve energy and drive energy efficiency in its operations and also continuously making efforts on increasing use of renewable energy and enhancing waste management to reduce the carbon footprint. The Company also strives to focus on technologies, processes and improvements that matters for the environment.

During the year, the Company undertook some cost-effective energy-efficiency initiatives across its Restaurants and Supply Chain Centres (''SCC'').

i) The steps taken or impact on conservation of energy

• Installation of 786 Five Star rated Air Conditioners at the restaurants to reduce energy consumption.

• Installation of Motion Sensors at 1,028 restaurants to reduce energy consumption.

• Installation of Automatic Mains Failure (''AMF'') panels at few restaurants to reduce energy consumption.

• Energy Monitoring Systems (''EMS'') upgraded across 504 restaurants to reduce energy consumption. EMS are also installed at SCC''s located at Greater Noida, Mumbai, Bengaluru, Mohali, Nagpur, Kolkata and Hyderabad for real time remote monitoring of electricity consumption at load level and providing actionable information for optimising energy usage. This initiative leads to the saving of approx. 1.2% in electricity usage.

• Solar Water Heating Plant installed at Mumbai, Kolkata and Greater Noida SCC. With this the Company has Solar Heating Plant in 5 SCC''s and plan to explore the same

in other manufacturing unit. Due to Solar Heating Plant, there is a reduction of approx. 9.9 tonnes of carbon dioxide emission.

• Solar Power Plant are installed at Greater Noida, Nagpur, Mumbai and Kolkata SCC catering to 21.7% of total electricity consumption at the SCC which has resulted in reduction of approx. 1,483 tonnes of carbon dioxide emission.

ii) The steps taken by the Company for utilising alternate sources of energy

I ntroduction of 602 E-bikes and 100 E-bicycles for restaurants in FY 2021.

iii) The capital investment on energy conservation equipment

Capital investment on energy conservation equipment during FY 2021 was '' 10.1 crores approx.

(B) Technology Absorption

The Company believes in leveraging technology to transform every dimension of its business. Investments in technology infrastructure is an important element of Company''s commitment to delivering seamless customer experience. Further, steps taken towards Energy Conservation are the result of technology absorption. However, there is no other specific information to be furnished in this regard.

(C) Foreign Exchange Earnings & Outgo

('' in lakhs)

Particulars

FY 2021

FY 2020

Foreign Exchange earned in terms of actual inflows (FOB Basis)

346.76

833.25

Foreign Exchange outgo in terms of actual outflows

8,121.91

12,784.01

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) they have had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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 were operating effectively; and

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

COMPLIANCE OF THE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India.

OTHER STATUTORY DISCLOSURES

During the year under review:

(a) No deposits have been accepted by the Company from the public. The Company had no outstanding, unpaid or unclaimed public deposits at the beginning and end of FY 2021.

(b) Maintenance of cost records under sub-section (1) of Section 148 of the Act is not applicable to the Company.

(c) No equity shares were issued with differential rights as to dividend, voting or otherwise.

(d) No Sweat Equity shares were issued.

(e) The Wholetime Director of the Company doesn''t receive any remuneration or commission from the subsidiaries of the Company.

(f) No significant and material orders were passed by the Regulators/ Courts/ Tribunals which impact the going concern status and Company''s operations in future.

(g) There was no change in the nature of the business of the Company.

(h) Details of application or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 is not applicable to the Company.

(i) Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company.

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report. However, subsequent to the current financial year end, Assessing Officer (Income Tax) has passed an order and raised demand of '' 13,828.73 lakhs pertaining to FY 2016-17 on account of adjustment of Royalty and Advertisement, Marketing and Promotion (AMP) expense dated April 20, 2021 u/s 143(3) read with Section 144B along with a demand notice order u/s 156 and penalty notices, resulted

into finalization of order instead of issuance of draft order, as envisaged under Sections 144B and 144C of the Income Tax Act. The Company has filed writ petition before Delhi High Court on April 17, 2021 against the impugned order being against the provision of income tax and hence is bad in law, treating it void ab initio. The High Court issued the interim order and stayed operation of the impugned order and accompanying notice of demand as well as notices of penalty. Basis expert opinion and other legal and commercial grounds, the Company is of the view that the demand is not tenable and is remote in nature and thus will not have an impact on the financial statements of the Company.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank and acknowledge with gratitude, the contribution, co-operation and assistance received from International Business Partners from Domino''s Pizza, Dunkin'' Donuts, Popeyes®, Government and Regulatory Authorities, Business Partners, Bankers, Members and other Stakeholders. Also, the Board places on record its deep appreciation for the enthusiasm, co-operation, hard work, dedication and commitment of the employees at all levels specifically the employees who stood out for service to the nation during the COVID-19 pandemic.

Your Directors also place on record their special gratitude toward the employees who were working in Supply Chain Centres and in restaurants for their persistence and untiring efforts helped the Company to continue serve the customers unceasingly. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain an industry leader.

Your Directors appreciate the continued co-operation and support received from its customers that has enabled the Company to make every effort in understanding their unique needs and deliver maximum customer satisfaction.

Inspired by the Vision, driven by Values and powered by Strength, your Directors and employees of the Company look forward to the future with confidence and stand committed to creating an even brighter future for all stakeholders.

For and on behalf of the Board of Directors

Shyam S. Bhartia Hari S. Bhartia

Chairman & Director Co-Chairman & Director

DIN: 00010484 DIN: 00010499

Place: Singapore Place: Dubai

Date: June 15, 2021 Date: June 15, 2021

(Figures have been rounded off for the purpose of reporting)

Director’s Report