24 Apr 2017 | Livemint.com

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Britannia Industries Ltd.

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  • BSE Code: 500825
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Britannia Industries Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

Your Company considers good Corporate Governance a pre-requisite for meeting the needs and aspirations of its shareholders and other stakeholders in the Company and firmly believes that the same could be achieved by maintaining transparency in its dealings, creating robust policies and practices for key processes and systems with clear accountability, integrity, transparent governance practices and the highest standards of regulatory compliances.

2. BOARD OF DIRECTORS

The Board is headed by a Non-Executive Chairman, Mr. Nusli N Wadia and comprises eminent persons with high credentials of considerable professional experience and expertise in diverse fields who effectively contribute to the Company's business and policy decisions.

During the year under review, seven (7) Board Meetings were held, the dates of the Meetings being 20 April 2015, 21 May 2015, 4 August 2015, 22 September 2015, 7 November 2015, 9 February 2016 and 28 March 2016. The maximum gap between any two Board Meetings held during the year was not more than one hundred and twenty days.

The Members at the 95th Annual General Meeting held on 12 August 2014 approved appointment of all the Independent Directors to hold office for five consecutive years with effect from the date of the Annual General Meeting held on 12 August 2014 upto 11 August 2019 with an option to retire from the office at any time during the term of appointment. The Company issued letter of appointment to all the Independent Directors as per Schedule IV to the Companies Act, 2013 and the terms and conditions of their appointment are disclosed on the website of the Company.

Weblink: http://britannia.co.in/pdfs/statutory disclosures/Draft%20Letter%20of%20%20Appointment%20-%20 Independent%20Directors.pdf

3. BOARD COMMITTEES

The Board has constituted the following Committees:

(a) Audit Committee and Risk Management Committee:

The Board of Directors at their meeting held on 7 November 2015 had re-named and re-constituted Audit Committee as Audit Committee and Risk Management Committee. The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under Section 177 of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 and 21 read with Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'SEBI (LODR) Regulations, 2015')

The Audit Committee and Risk Management Committee as on 31 March 2016 comprised of following six (6) Non-Executive Directors:

Mr. Nasser Munjee - Chairman

Mr. Nimesh N Kampani - Member

Mr. Keki Dadiseth - Member

Mr. Avijit Deb - Member

Mr. A K Hirjee - Member

Mr. Ness N Wadia - Member

Mr. Nasser Munjee, Chairman of the Committee, Mr. Nimesh N Kampani, Mr. Keki Dadiseth, Mr. Avijit Deb are Independent Directors and Mr. A K Hirjee and Mr. Ness N Wadia are Non-Executive Directors.

All the members of the Committee are financially literate and Mr. Nasser Munjee, Mr. Nimesh N Kampani, Mr. Keki Dadiseth and Mr. A K Hirjee have financial management expertise.

Mr. Rajesh Arora, GM - Legal & Company Secretary is the Secretary to the Committee.

The role of the Audit Committee and Risk Management Committee flows directly from the Board of Director's overview function on corporate governance, which holds the Management accountable to the Board and the Board accountable to the stakeholders. The term of reference of the Committee broadly includes acting as a catalyst in helping the organization achieve its objectives the Committee's primary role is to review the Company's financial statements, internal financial reporting process, internal financial controls, the audit process, adequacy, reliability and effectiveness of the internal control systems and risk management process, vigil mechanism, related party transactions, monitoring process for compliance with laws and regulations and the code of conduct.

During the year under review, the Committee held Seven (7) Meetings, the dates of the meetings being 20 May 2015, 13 July 2015, 4 August 2015, 22 September 2015, 5 November 2015, 5 February 2016 and 28 March 2016. The maximum gap between any two Meetings of Audit Committee and Risk Management Committee held during the year was not more than one hundred and twenty days.

At the Annual General Meeting of the Company held on 4 August 2015, Mr. Nasser Munjee, Chairman of the Audit Committee and Risk Management Committee was present.

The Managing Director, Chief Financial Officer, Statutory Auditors, Internal Auditors and other Executives as considered appropriate, also attended the meeting of Audit Committee and Risk Management Committee.

Internal Audit and Control:

M/s Aneja & Associates, Chartered Accountants have conducted the Internai Audit for the period 1 Aprii 2015 to 30 September 2015. Thereafter, M/s. Ernst and Young LLP, Chartered Accountants, were appointed as the Internai Auditors of the Company in the Board Meeting heid on 22 September 2015 for the period from 1 October 2015 to 31 March 2016. The internai audit pian and remuneration are approved by the Audit Committee and Risk Management Committee. The reports and findings of the Internai Auditor and the internai controi system are periodicaiiy reviewed by the Audit Committee and Risk Management Committee.

(b) Nomination and Remuneration Committee:

The composition, powers, roie and terms of reference of the Committee are in accordance with the requirements mandated under Section 178 of the Companies Act, 2013 and Reguiation 19 read with Part D of Scheduie II of the SEBI (LODR) Reguiations, 2015.

The Nomination and Remuneration Committee as on 31 March 2016 comprised of the foiiowing Directors:

Mr. Keki Dadiseth - Chairman

Mr. Nusii N Wadia - Member

Mr. A K Hirjee - Member

Mr. Nimesh N Kampani - Member

Mr. Nasser Munjee - Member

Dr. Ajai Puri - Member

Mr. Keki Dadiseth, Chairman of the Committee, Mr. Nasser Munjee, Mr. Nimesh N Kampani, Dr. Ajai Puri are Independent Directors and Mr. Nusii N Wadia and Mr. A.K Hirjee are Non-Executive Directors.

Mr. Rajesh Arora, GM - Legai & Company Secretary is the Secretary to the Committee.

The broad terms of reference of the Nomination and Remuneration Committee inciudes:

• Setup and composition of the Board, its Committees and the leadership team of the Company comprising Key Manageriai Personnei ("KMP" as defined by the Companies Act, 2013) and Executive Team (as defined by the Committee).

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a poiicy reiating to the remuneration of the Directors, Key Manageriai Personnei and other empioyees.

• Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.

• Evaluation of performance of the Board, its Committees and individual Directors.

• Remuneration for Directors, KMP, Executive Team and other employees.

• Oversight of the familiarisation programme of Directors.

• Oversight of the HR philosophy, HR and People strategy and key HR practices.

• Devising a policy on diversity of Board of Directors.

During the year under review, the Nomination and Rémunération Committee held three (3) Meetings, the dates of the meetings being 20 April 2015, 21 May 2015 and 28 March 2016.

Evaluation of Performance of the Board, its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance and that of its Committees and individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee members. The Nomination and Remuneration Committee reviewed the performance of the individual Directors.

A separate meeting of Independent Directors was also held to review the performance of the Board, Non-Independent Directors and Chairman of the Company taking into account the views of Executive Directors and Non-Executive Directors.

The criteria for performance evaluation of the Board include aspects like Board composition and structure, effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board include aspects like composition of Committees, effectiveness of Committee meetings, Committee dynamics etc., The criteria for performance evaluation of the individual Directors include aspects like contribution to the Board and Committee Meetings, professional conduct, roles and functions etc., In addition, the performance of Chairman is also evaluated on the key aspects of his roles and responsibilities.

Policy on Board Diversity

The Company has adopted the Policy on Board Diversity as required under Regulation 19 read with Part D of Schedule II of SEBI (LODR) Regulations, 2015.

The broad objectives of the Policy are:

• Diversity and inclusion initiatives based on sound business principles and objectives;

• To help the Company build a Board that can draw upon a wide range of perspectives, expertise, knowledge and experience;

• To bridge the gap in Board composition for achieving optimum and balanced Board with a wide range of attributes; and

• To encourage healthy and open discussion and promote independence of judgement in Board and Committee deliberations.

During the year under review, the Nomination and Rémunération Committee held three (3) Meetings, the dates of the meetings being 20 April 2015, 21 May 2015 and 28 March 2016.

Evaluation of Performance of the Board, its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance and that of its Committees and individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee members. The Nomination and Remuneration Committee reviewed the performance of the individual Directors.

A separate meeting of Independent Directors was also held to review the performance of the Board, Non-Independent Directors and Chairman of the Company taking into account the views of Executive Directors and Non-Executive Directors.

The criteria for performance evaluation of the Board include aspects like Board composition and structure, effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board include aspects like composition of Committees, effectiveness of Committee meetings, Committee dynamics etc., The criteria for performance evaluation of the individual Directors include aspects like contribution to the Board and Committee Meetings, professional conduct, roles and functions etc., In addition, the performance of Chairman is also evaluated on the key aspects of his roles and responsibilities.

Policy on Board Diversity

The Company has adopted the Policy on Board Diversity as required under Regulation 19 read with Part D of Schedule II of SEBI (LODR) Regulations, 2015.

The broad objectives of the Policy are:

• Diversity and inclusion initiatives based on sound business principles and objectives;

• To help the Company build a Board that can draw upon a wide range of perspectives, expertise, knowledge and experience;

• To bridge the gap in Board composition for achieving optimum and balanced Board with a wide range of attributes; and

• To encourage healthy and open discussion and promote independence of judgement in Board and Committee deliberations.

Remuneration Policy

The Company has adopted the Remuneration Policy as required under the provisions of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of SEBI (LODR) Regulations, 2015.

The broad objectives of the Policy are:

• To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board;

• To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management;

• To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations; and

• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

Managing Director

Mr. Varun Berry was appointed as Managing Director for a period of five years with effect from 1 April 2014 to 31 March 2019. The said appointment, its terms and conditions including remuneration was approved by the Members of the Company at the 95th Annual General Meeting held on 12 August 2014. The terms and conditions of appointment and remuneration payable to Mr. Varun Berry as Managing Director were fixed by the Board of Directors of the Company and to this effect, an agreement was entered between the Managing Director and the Company.

The remuneration to Mr. Varun Berry comprises of basic salary of Rs. 1,25,00,000/- (Rupees One Crore Twenty Five Lakhs Only) per annum effective 1 April 2014 in the range of Rs. 1,25,00,000/- (Rupees One Crore Twenty Five Lakhs Only) per annum to Rs. 2,16,00,000/- (Rupees Two Crores Sixteen Lakhs Only) per annum with such increments each year, as may be decided by the Nomination and Remuneration Committee and/or the Board of Directors, based on merit and taking into account the Company's performance for the year. Other benefits, perquisites and allowances will be determined by the Board from time to time. Reimbursement of actual medical expenses incurred on self and family (wife and children). Performance Linked Incentive is decided based on performance criteria laid down by the Board. Contribution to Provident Fund, Superannuation Fund and Gratuity Fund as per the Rules of the Company.

The aggregate of the remuneration shall be within the maximum limits as laid down under Sections 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013 (corresponding to Sections 198, 269, 309 and any other applicable provisions of the Companies Act, 1956 read with Schedule XIII to the Companies Act, 1956) and subject to the requisite approval of the Central Government, if and to the extent necessary. Notwithstanding anything to the contrary, in the event of there being no profits or inadequate profits, the Company will pay remuneration to Mr. Varun Berry by way of salary and perquisites and allowances as specified above in compliance with abovementioned provisions and with the approval of the Central Government, if and to the extent necessary.

As per the agreement referred to above, either party to the agreement is entitled to terminate the employment by giving not less than six calendar months prior notice in writing to the other party, provided that the Company shall be entitled to terminate the incumbent's employment at any time by payment of six months' basic salary in lieu of such notice.

Non-Executive Directors

The Non-Executive Directors are paid sitting fees and commission on the net profits of the Company. The Board collectively decides the aggregate amount of commission for each year and the amount of commission payable to individual Non-Executive Directors is determined based on their attendance and contribution at the meetings of the Board of Directors and its Committees. The Members of the Company have approved the payment of commission to Non-Executive Directors at the 95th Annual General Meeting held on 12 August 2014.

The commission amount as mentioned above will be paid subject to deduction of tax, after the adoption of financial statements for the financial year ended 31 March 2016 by the Members of the Company at the 97th Annual General Meeting to be held on 8 August 2016. During the financial year 2015-16, the Non-Executive Directors did not have any other pecuniary relationship or transactions with the Company.

None of the Non-Executive Directors other than Mr. Nusli N Wadia, Non-Executive Chairman and Mr. Ness N Wadia, Non-Executive Director holds any shares of the Company. Mr. Nusli N Wadia holds 2,250 equity shares of Rs. 2/- each and Mr. Ness N Wadia holds 4,551 equity shares of Rs. 2/- each.

(c) Stakeholders' Relationship Committee:

The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of SEBI (LODR) Regulations, 2015.

The Stakeholders' Relationship Committee as on 31 March 2016 comprised of the following Directors:

Mr. A K Hirjee - Chairman

Mr. S S Kelkar - Member

Mr. Nimesh N Kampani - Member

Mr. Jeh N Wadia - Member

Mr. Varun Berry - Member

Mr. Varun Berry is the Managing Director. Mr. S S Kelkar and Mr. Nimesh N Kampani are Independent Directors and Mr. A K Hirjee and Mr. Jeh N Wadia are Non-Executive Directors.

The broad terms of reference of the Stakeholders' Relationship Committee includes:

• approve and monitor transfer, transmission, split, consolidation and dematerialization, rematerialisation of shares and/or securities and issue of duplicate share and/or security certificates by the Company over and above the delegated power;

• looks into various issues relating to shareholders and/or security holders, including redressal of complaints relating to transfer of shares and/or security, non-receipt of annual reports, dividends declared etc; and

• carries out the functions envisaged under the Code of Conduct for Prevention of Insider Trading adopted by the Company in terms of provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Board of Directors of the Company at their Meeting held on 10 November 2010 had delegated the powers to approve transfer and transmission of securities, issuance of duplicate certificates of securities etc. subject to certain guidelines and limits laid down and as modified by the Board at its meeting held on 6 August 2011 and 14 November 2014, to any two among Managing Director and/or Chief Financial Officer and/or Company Secretary and/or Assistant Company Secretary.

During the year under review, two meetings of Stakeholders Relationship Committee were held on 21 May 2015 and 28 March 2016.

The Company has generally attended to the investors' grievances / correspondence except in cases that are constrained by disputes or legal impediments. There are some pending cases relating to disputes over title to shares, in which the Company is made a party. However, these cases are not material in nature.

Shareholders' requests for transfer / transmission of equity shares were effected within 15 days from the date of receipt. There were no valid transfers pending for registration as of 31 March 2016.

The Company obtains half-yearly certificate from a Company Secretary in Practice confirming the issue of certificates for transfer, sub-division, consolidation etc., and submits a copy thereof to the Stock Exchanges in terms of Regulation 40(9) of SEBI (LODR) Regulations, 2015. Further, the Compliance Certificate under Regulation 7(3) of the SEBI (LODR) Regulations, 2015 confirming that all activities in relation to both physical and electronic share transfer facility are maintained by Registrar and Share Transfer Agent registered with the Board is also submitted to the Stock Exchanges on a half yearly basis.

(d) Finance Committee:

The Finance Committee as on 31 March 2016 comprised of the following Directors, all being Non-Executive Directors:

Mr. A K Hirjee - Chairman

Mr. S S Kelkar - Member

Mr. Ness N Wadia - Member

The brief terms of reference of this Committee are to approve investments / divestments of the funds of the Company within the limits prescribed by the Board from time to time. During the year under review, four (4) Meetings of the Committee were held, the dates of meetings being 20 May 2015, 4 August 2015, 28 August 2015 and 5 February 2016.

(e) Strategy & Innovation Steering Committee:

The Strategy & Innovation Steering Committee as on 31 March 2016 comprised of the following Directors:

Mr. Nusli N Wadia - Chairman

Mr. Keki Dadiseth - Member

Dr. Ajai Puri - Member

Mr. Ness Wadia - Member

Mr. Varun Berry - Member

Mrs. Ranjana Kumar - Member

The broad terms of référence of the Committee are to address all matters relating to the Company's products and technical development activities.

During the year under review, three (3) Strategy & Innovation Steering Committee Meetings were held on 21 May 2015, 7 November 2015 and 9 February 2016

Further, the matters relating to the Company's products and technical development activities were also taken up and reviewed in separate forums and also at the Board Meetings held from time to time.

(f) Corporate Social Responsibility (CSR) Committee:

The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under Section 135 of the Companies Act, 2013.

The CSR Committee as on 31 March 2016 comprised of following Directors: Mr. Ness N Wadia - Chairman*

Mr. Keki Dadiseth - Member

Mr. S S Kelkar - Member

Dr. Ajai Puri - Member

*The Board of Directors at their meeting held on 7 November 2015 appointed Mr. Ness N Wadia as Chairman of the Committee.

The broad terms of reference of the CSR Committee includes:

• Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

• Recommend the amount of expenditure to be incurred on the activities referred in Clause above; and

• Monitor the CSR Policy of the Company from time to time.

During the year under review, the CSR Committee met once on 22 September 2015 and all the members attended the Meeting except Dr. Ajai Puri.

(g) Independent Directors Meeting:

During the year under review, separate Meeting of the Independent Directors was held on 28 March 2016, without the attendance of Non-Independent Directors and members of the Management, inter alia, to evaluate:

• Performance of Non-Independent Directors and the Board as a whole;

• Performance of the Chairperson of the Company, taking into account the views of Executive Director and Non-Executive Directors;

• The quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors attended the Meeting.

(h) Familiarization Programme:

The Company at its various meetings held during the financial year 2015-16 had familiarized the Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarise them with the Company's policies, procedures and practices.

Periodic presentations are made at the Board and Committee Meetings on business and performance updates of the Company, business strategy and risks involved.

Quarterly updates on relevant statutory changes, judicial pronouncements and important amendments are provided to the Directors. The details of such Familiarization Programmes for Independent Directors are disclosed on the website of the Company.

Weblink: <http://britannia.co.in/pdfs/statutory> disclosures/Familiarisation%20Programme.pdf

5. DISCLOSURES

(a) Disclosures of materially significant related party transactions, i.e., transactions of the Company of material nature, with its Promoters, the Directors or the Management, their Subsidiaries or relatives etc., that may have potential conflict with the interests of the Company at large:

The Company has formulated a policy on dealing with Related Party Transactions. The policy is disclosed on the website of the Company. weblink: http://britannia.co.in/pdfs/statutory disclosures/Britannia%20 Industries%20Limited-Policy%20On%20Related%20Party%20Transactions.pdf All transactions entered into with Related Parties as prescribed under the Companies Act, 2013 and Regulation 23 of the SEBI (LODR) Regulations, 2015 during the financial year were in the ordinary course of business and on an arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. However, in compliance with the requirements of Clause 49 of the erstwhile Listing Agreement and Regulation 23 (2) of SEBI (LODR) Regulations, 2015, prior approval of the Audit Committee and Risk Management Committee was sought for entering into the Related Party Transactions.

Further, the details of Related Party Transactions entered into by the Company pursuant to each of the omnibus approval given are also placed before the Committee for its review on quarterly basis. During the year under review, there were no material related party transactions in terms of Regulation 23 of the SEBI (LODR) Regulations, 2015.

(b) Details of non-compliance by the Company, penalties and strictures imposed on the Company by Stock Exchange or Securities and Exchange Board of India or any statutory authority, on any matter related to capital markets, during the last three years:

None.

(c) Whistle Blower Policy:

The Board has adopted a Whistle Blower Policy to maintain highest standards of professionalism, honesty, integrity, ethical behaviour and to provide a vigil mechanism for Directors/Employees to voice concern in a responsible and effective manner regarding unethical matters involving serious malpractice, abuse or wrongdoing within the organisation. It also provides for adequate safeguards against victimization of Directors/Employees who avail of the mechanism. The Company affirms that during the year no personnel have been denied access to the Audit Committee and Risk Management Committee.

The Whistle Blower Policy is available on the website of the Company. weblink: http://britannia.co.in/pdfs/ statutory disclosures/WHISTLE%20BLOWER%20POLICY.pdf

(d) Risk Management:

A detailed review of business risks and the Company's plan to mitigate them is presented to the Audit Committee and Risk Management Committee and Board. The Company has been taking steps to mitigate foreseeable business risks. Business risk evaluation and management is an ongoing and continuous process within the Company and is regularly updated to the Audit Committee and Risk Management Committee and Board.

(e) Code of Conduct: The Company has laid down a Code of Conduct for the members of the Board as well as for all employees of the Company. The Code has also been posted on the Company's website -www.britannia.co.in. The Managing Director has confirmed and declared that all members of the Board and Senior Management have affirmed compliance with the Code of Conduct.

(f) Public, Rights and Other Issues: None.

(g) The Financial Statements for the financial year 2015-16 have been prepared in accordance with the applicable accounting principles in India, the mandatory Accounting Standards ('AS') as prescribed under Section 133 and other applicable provisions of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, the guidelines issued by the Securities and Exchange Board of India ('SEBI') and the Companies Act, 1956 to the extent relevant.

(h) CEO/ CFO Certification:

Mr. Varun Berry, Managing Director and Mr. Amlan Datta Majumdar, Chief Financial Officer have provided Compliance Certificate to the Board in accordance with Regulation 17(8) read with Part B of Schedule II of the SEBI (LODR) Regulations, 2015 for the financial year ended 31 March 2016.

(i) Management Discussion and Analysis Report: This forms part of the Directors' Report.

(j) Compliance Reports:

The Board has noted and reviewed the compliance reports from all functions pertaining to the respective laws applicable to them, which were placed before the Board at its meetings every quarter during the year under review.

6. MEANS OF COMMUNICATION

Quarterly, Half-Yearly and Annual Results:

The Company has been sending Annual Reports, notices and other communications to the Shareholders through e-mail, post or courier.

Quarterly, half-yearly and yearly financial results of the Company as per the statutory requirement under Regulation 33 & 47 of the SEBI (LODR) Regulations, 2015 are published within the stipulated time as per the regulations in leading newspapers i.e. Financial Express (all editions) and Sangbad Pratidin (Kolkata edition). The financial results are also filed electronically with National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and posted on the Company's website - www.britannia.co.in .

The presentations made to analysts and others are also posted on the Company's website. The Shareholding Pattern and Compliance Report on Corporate Governance as per SEBI (LODR) Regulations, 2015 are filed electronically with NSE & BSE and investor complaints are redressed through SEBI Complaints Redress System (SCORES).

The quarterly and half-yearly reports are not separately sent to each Shareholder. However, the Company provides the same to individual Shareholders, if requested.

Two presentations were made to the institutional investors and to the analysts during the financial year 2015-16 which are available on the website of the Company - www.britannia.co.in

7. GENERAL SHAREHOLDER INFORMATION

(i) Annual General Meeting - Date, time and venue:

Monday, 8 August 2016 - 11 A.M. at Hyatt Regency, JA-1, Sector 3, Salt Lake City, Kolkata - 700 098.

(ii) Financial calendar (tentative):

Period Approval of Quarterly Results

For the first quarter ending 30 June 2016 1 week of August 2016

For the second quarter and half year ending 30 September 2016 1 week of November 2016

For the third quarter ending 31 December 2016 2 week of February 2017

For the year ending 31 March 2017 Last week of May 2017

(iii) Book closure period

Tuesday, 2 August 2016 to Monday, 8 August 2016 (both days inclusive).

(iv) Dividend Payment date

on or before 20 August 2016.

(v) Listing on Stock Exchanges:

The Company's equity shares are listed on:

- BSE Limited (BSE),

Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 023.

- National Stock Exchange of India Limited (NSE),

Exchange Plaza, 5th Floor, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051.

The annual listing fees for equity shares has been paid to the aforesaid Stock Exchanges for the financial year 2016-17.

vi) Stock Code:

Stock Exchange -Code

BSE Limited (BSE) -500825

National Stock Exchange of India Limited (NSE)- BRITANNIA

(vii) In terms of Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investor) Rules, 2001, during the financial year ended 31 March 2016, the Company has credited an aggregate amount of Rs. 16,33,788.00/- to the Investor Education and Protection Fund (IEPF).

As at 31 March 2016, the Company's unpaid / unclaimed dividend / interest / debenture redemption proceeds account had a balance of Rs. 4,56,29,726.07/- in various dividend / interest / debenture redemption proceeds accounts. The Company sends out reminders to those Shareholders who have not claimed the dividends for earlier years to claim the same from the Company failing which the Company would be required to transfer the same to IEPF after seven years.

(viii) Registrar and Transfer Agent:

During the year, based on certain queries received from the Securities and Exchange Board of India (SEBI), the Company had discovered certain irregularities at M/s. Sharepro Services (India) Pvt. Ltd, Company's erstwhile Registrar and Transfer Agent (hereinafter referred to as 'Sharepro') with respect to the share related operations and dividend encashment activities. After conducting preliminary internal investigations, the Company has filed a complaint with the Economic Offence Wing of the Mumbai Police against Sharepro and its employees for further investigation which has been converted into a FIR on 1 April 2016. After following the due process, Company has eventually terminated the arrangement with Sharepro and appointed M/s. Karvy Computershare Private Limited (hereinafter referred to as 'Karvy') as its Registrar and Transfer Agent effective 1 April 2016.

Further, in compliance with the SEBI Order dated 22 March 2016, the Company has appointed M/s. Parikh & Associates, Practising Company Secretaries to conduct the audit of share transfers and dividend payouts for the last ten years and the same is in progress.

Karvy handles the entire share registry work, both Physical and Electronic. Accordingly, all documents, transfer deeds, demat requests and other communications in relation thereto should be addressed to the Registrar and Transfer Agents at the address mentioned below:

Karvy Computershare Private Limited

Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda,Hyderabad - 500 032 Ph: 040 - 6716 2222; Fax No. 040 - 2342 0814; Email: einward.ris@karvy.com  

Requests for dematerialization / re-materialisation of shares were processed and confirmation was given to the depositories i.e. National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL), as the case may be, within 15 days of receipt

(ix) Dematerialisation of Shares:

The Company's shares are available for dematerialization with both the Depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31 March 2016, 11,59,84,983 equity shares representing 96.67% of the total paid up share capital were held in dematerialised form with NSDL and CDSL.

(x) Outstanding GDRs / ADRs / Warrants or any Convertible instruments, conversion dates and likely impact on equity:

Not applicable.

(xi) Commodity price risk or foreign exchange risk and hedging activities:

During the year under review, the Company had managed the foreign exchange risk and hedged to the extent considered necessary. The Company enters into forward contracts for hedging foreign exchange exposures. The details of foreign currency exposure are disclosed in Note No. 47 to the Standalone Financial Statements and Note No. 41 to the Consolidated Financial Statements.

(xii) Plant Locations:

West Bengal

15, Taratola Road, Kolkata, West Bengal.

Uttarakhand

Plot No.1 Sector 1, Integrated Industrial Estate (IIE), Pant Nagar, Tehsil / Taluk, Rudrapur Kichha, District Udham Singh Nagar, Uttarakhand.

Bihar

Industrial Area, EPIP, Hajipur, Dist. Vaishali, Bihar.

Orissa

F/21, Revenue Village Jemadei, Khurda Industrial Estate, Orissa.

Gujarat

Plot No. 23, G.I.D.C. Jhagadia Industrial Estate, Jhagadia, Gujarat.

Tamil Nadu

Plot No. MM9, SIPCOT Industrial Growth Centre, Ingur Panchayat, Perundurai, Tamil Nadu.

(xiii) Address for Correspondence

Executive Office

Britannia Industries Limited

Prestige Shantiniketan, The Business Precinct, Tower C, 16th & 17th Floor, Whitefield Main Road, Mahadevpura Post, Bangalore-560048

Phone : (080)39400080 Fax : (080)25063229

Contact Persons: Mr. Rajesh Arora /

Mr. Chirag Karia

E-mail ID: rajesharora@britindia.com / chirag@britindia.com

Registered Office

Britannia Industries Limited

5/1A, Hungerford Street, Kolkata - 700 017.

Phone : (033) 22872439/2057 Fax : (033) 22872501

Contact Persons: Mr. B K Guha /

Mr. Manas Kanti Datta

E-mail ID: bguha@britindia.com / manasdatta@britindia.com

Note:

The Company has designated an E-mail ID exclusively for registering complaints by investors and investors can reach the Company at investorrelations@britindia.com .

(xiv) Subsidiary Companies Monitoring Framework:

All the Subsidiary Companies of the Company are managed by their respective Boards having the rights and obligations to manage these companies in the best interest of their stakeholders.

The Company monitors the performance of its Subsidiary Companies, inter alia, by reviewing:

• Financial Statements, in particular the investments made by the unlisted subsidiary Companies, statement containing all significant transactions and arrangements entered into by the unlisted subsidiary Companies forming part of the financials on a quarterly basis.

• Minutes of the meetings of the unlisted subsidiary Companies, if any, are placed before the Company's Board regularly.

As on 31 March 2016, the Company does not have any Material Subsidiary as defined under Regulation 16(1) (c) of SEBI (LODR) Regulations, 2015.

(xv) Audit of Reconciliation of Share Capital:

As stipulated by SEBI, a Practicing Company Secretary carries out the Audit of Reconciliation of Share Capital to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and paid up capital. This audit is carried out every quarter and the report there on is submitted to the Stock Exchanges and is placed before the Board of Directors of the Company. The audit, inter alia, confirms that the total issued and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialized form held with NSDL and CDSL and total number of shares in physical form.

(xvi) Corporate Identity Number (CIN):

CIN of the Company as allotted by the Ministry of Corporate Affairs, Government of India is L15412WB1918PLC002964.

(xvii) Information flow to the Board Members:

Information is provided to the Board members on a continuous basis for their information, review, inputs and approval from time to time. More specifically, the Management presents our annual Strategic Plan and Operating Plans of our businesses to the Board for their review, inputs and approval. Likewise, the quarterly financial statements and annual financial statements are first presented to the Audit Committee and Risk Management Committee for its review, approval and subsequent recommendation to the Board of Directors for their approval. In addition, important managerial decisions, material positive / negative developments and statutory matters are presented to the Board and Committees of the Board for their approval. All the relevant information to Directors is submitted along with the agenda papers well in advance of the Board and Committee Meetings.

(xviii) Code of Conduct for Prevention of Insider Trading

In accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has a comprehensive Code of Conduct for Prohibition of Insider Trading and procedures for fair disclosure of Unpublished Price Sensitive Information.

(xix)Compliance with mandatory requirements

The Company has complied with all the mandatory requirements specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the SEBI (LODR) Regulations, 2015.

(xx)Adoption, Compliance and Non-adoption of Non-mandatory requirements:

(a) The Board:

The Company defrays expenses of the Non-Executive Chairman's office incurred in the performance of his duties.

(b) Shareholder Rights - furnishing of half-yearly results:

The Company's quarterly and half yearly results are published in the newspapers and also uploaded on its website - www.britannia.co.in <http://www.britannia.co.in>. Therefore, no individual communication is sent to Shareholders on the quarterly and half-yearly financial results. However, the Company furnishes the quarterly and half-yearly results on receipt of a request from the Shareholders.

(c) Audit Qualifications:

There are no qualifications in the Independent Auditor's Report on the financial statements for the financial year 2015-16.

(d) Separate posts of Chairman and CEO:

The Company has separate posts of Chairman and Managing Director.

(e) Reporting of Internal Auditors:

The Internal Auditors report directly to the Audit Committee and Risk Management Committee.