britannia annualreport2007-08

8/3/2019 BRITANNIA AnnualReport2007-08

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ANNUAL REPORT 2007 - 2008


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01892 - A humble genesis was made to manuacture biscuits in a small house in Central Calcutta, with

an investment o Rs.295.

1897 - The business was acquired by Gupta brothers who moved operations to Dum Dum in Calcutta

under the name o V.S. Brothers.

1918 - Mr C. H. Holmes, an English business man, partnered with Gupta Brothers. Britannia was

incorporated on the 21st o March 1918 as a public limited company under the Indian Companies Act

VII o 1913.

1921 - Britannia obtained priority certifcate to import new machinery. It became the frst company

east o the Suez Canal to use gas ovens.

1924 - New actories were established in Mumbai and Calcutta. Britannia became a

subsidiary o Peek, Frean & Company Limited, a leading biscuit company in UK.

1935-45 - During World War II Britannia diverted 95% o its production or manuacturing service

biscuits or soldiers.

1954 - High quality sliced and packaged bread was pioneered and launched in Delhi.

1979 - On 3rd October, the Company was re-christened rom Britannia Biscuit Company Limited to

Britannia Industries Limited.

1983 - Sales crossed the Rs. 100 crore milestone.

1992 - Britannia celebrated its Platinum jubilee and launched `Little Hearts.

1993 - The Wadia Group acquired a stake in ABI Holdings Limited (ABIH), United

Kingdom and became an equal partner with Groupe DANONE in BIL. Brand 50-50 was

launched.

1997 - Eat Healthy, Think Better became the new corporate mantra. Britannia entered the dairy

business. Tiger biscuits were launched. Jim Jam and Chekkers were launched.2000 - Forbes Global ranked Britannia among the Top 200 small companies. Britannia was ranked No.1

ood brand o the country. Britannia Lagaan Match was Indias most successul promotional activity

o the year.

2002 - Britannia ormed a joint venture with Fonterra, the worlds second largest dairy

company and Britannia New Zealand Foods Private Limited was born.

2005 - Brand Tigers re-birth was marked by the slogan Swasth Khao, Tiger Ban Jao, which became a

popular chant. Britannia launched Greetings a range o assorted git packs. Britannia 50-50 Pepper

Chakkar was launched.

2007 - In a survey conducted by AC Nielsen ORG-Marg and published in the Economic Times, Britannia

was rated the No.1 MOST TRUSTED FOOD BRAND. It also ranked as No.1 Brand in Metros across all

categories.

2007 - Britannia Industries ormed a joint venture with the Khimji Ramdas Group and acquired a 70 per

cent benefcial stake in the Dubai-based Strategic Foods International Co. LLC and 65.4% in the Oman-

based Al Sallan Food Industries Co. SAOG.

2008 - Britannia launched Iron ortifed Tiger biscuits, Good Day Classic Cookies, Low Fat Dahi and

renovated MarieGold.

THE STORY THUS FAR . . .

197

0

199

0

2000


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BOARD OF DIRECTORS

CHAIRMAN:

Nusli N Wadia

MANAGING DIRECTOR:Vinita Bali

DIRECTORS:

Keki DadisethAvijit DebStephan GerlichA K HirjeePhilippe - Loic JacobNimesh N KampaniS S KelkarPratap KhannaJeh N WadiaFrancois-Xavier Roger

Field Marshal Sam Manekshaw M C Director Emeritus

CHIEF FINANCIAL OFFICER:

Durgesh Mehta

COMPANY SECRETARY:

V Madan

AUDITORS:

Lovelock & LewesChartered Accountants5th Floor, Tower D, The Millenia1 & 2 Murphy Road, Ulsoor

Bangalore - 560 008.

BANKERS:

State Bank of IndiaStandard Chartered Bank

ABN Amro Bank N.V.Citibank N.A.The Hongkong & Shanghai Banking Corporation LimitedHDFC Bank LimitedICICI Bank LimitedIndian BankBank of AmericaDeutsche Bank

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

Britannia Annual Report 2007-2008


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CONTENTS

Financial Highlights ...........................................................................................................................01

Report of the Directors ......................................................................................................................02

Management Discussion and Analysis ..............................................................................................11

Report on Corporate Governance .....................................................................................................13

Auditors Report .................................................................................................................................25

Balance Sheet ...................................................................................................................................28

Profit and Loss Account ....................................................................................................................29

Cash Flow Statement ........................................................................................................................30

Schedules to Balance Sheet and Profit and Loss Account ...............................................................32

Auditors Report on Consolidated Financial Statements ..................................................................73

Consolidated Balance Sheet .............................................................................................................74

Consolidated Profit and Loss Account ..............................................................................................75

Consolidated Cash Flow Statement ..................................................................................................76

Schedules to Consolidated Financial Statements .............................................................................78

Information on Subsidiary Companies ............................................................................................100

Significant Ratios .............................................................................................................................101

Ten Year Financial Statistics ...........................................................................................................102



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FINANCIAL HIGHLIGHTS

Rs. Mn 2007-08 2006-07 % Change

Net Sales 25,848 21,993 18%

Operating profit 1,937 972 99%

Shareholders funds 7,326 5,892 24%

Capital expenditure 666 889 -25%

Before exceptional items

- Profit before tax 2,431 1,261 93%

- Profit after tax 1,982 1,127 76%

- Cash flow generation 2,273 1,380 65%

After exceptional items

- Profit before tax 2,323 1,184 96%

- Profit after tax 1,910 1,076 78%

- Cash flow generation 2,201 1,329 66%

Per equity share (Rs.)

Earnings 79.95 45.06 77%

Dividend 18.00 15.00 20%

Dividend + Tax 21.06 17.55 20%


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REPORT OF THE DIRECTORS

GROSS SALES

5,000

10,000

15,000

20,000

25,000

30,000

2003-04 2004-05 2005-06 2006-07 2007-08

Rs.

Mn

--

500

1,000

1,500

2,000

2,500

Gross Sales Operating Profit

The Directors present their Annual Report together

with the Statement of Accounts for the year ended

March 31, 2008.

1. FINANCIAL RESULTS

Rs. Mn

Particulars Yearended 31stMarch 08

Yearended 31stMarch 07

Gross Turnover and OtherIncome

26,679 23,487

Profit before Finance Cost,Depreciation & amortisationand Exceptional items

2,820 1,603

Finance Cost 97 89

Profit before Depreciation

and Exceptional Items

2,723 1,514

Depreciation andAmortisation

291 253

Exceptional items 109 77

Profit before tax 2,323 1,184

Less: Tax 413 108

Net Profit 1,910 1,076

Add: Profit brought forward 600 500

Profit available for

appropriation

2,510 1,576

Less: Dividend on EquityShares

430 358

Less: Tax on Dividend 73 61

Less: Transfer to GeneralReserve

1,407 557

Balance carried forward to

Balance Sheet

600 600

2. COMPANY PERFORMANCE

For the year ended 31st March, 2008, your

Company achieved a sales growth of 17.5% onan expanded base arising from 27.5% growth

in the previous year. Net Profit of the Company

increased 77.5% to Rs. 1,910 Mn compared

to Rs. 1,076 Mn in 2006-07. Operating margin

increased by 307 basis points to 7.5%.

The Company witnessed all round growth inkey categories with Biscuits recording sales ofRs. 23,299 Mn. Bread, Cake and Rusk businesscrossed the Rs. 2,700 Mn mark during 2007-08.

This business has doubled in two years.In an intensely competitive biscuit environment, allPower Brands of the Company recorded doubledigit growth, with Tiger and Good Day growingin excess of 20%. Your Companys innovationforays have successfully addressed new benefitclusters and NutriChoice Digestive has claimedits position in the health and vitality space. YourCompany continues to maintain its leadershipedge in 6 out of 7 key product segments, the onlyexception being Glucose.

The business continued to face inflationarypressure in key raw materials such as wheatflour, refined palm oil, skimmed milk powder andother dairy products, as well as energy costs.These were more than offset on the cost sidethrough operational and procurement efficiencies,productivity improvements, cost reductionprograms and on the revenue side throughimproved product mix and higher realisation,aided by strong consumer off take.

Exceptional items for the year include Rs. 130.5Mn towards amortisation of VRS costs. Earningsper share is Rs. 80 compared to Rs. 45 lastyear.

3. DIVIDEND

The Board of Directors is pleased to recommenda dividend of 180% on the paid up equity sharecapital of the Company, which works out toRs. 18 per share, for consideration and approvalby the shareholders at the Annual GeneralMeeting. The total payout amounts to Rs. 503 Mnincluding dividend distribution tax of Rs. 73 Mn.

4. BUSINESS OUTLOOK

After several years of strong GDP growth, theIndian economy is witnessing a slowdown. Weenter the new financial year, in the midst of aserious food crisis globally, which has led to highinflation in all staples like wheat, rice, corn, pulses

etc. We expect this supply constrained inflationary

PAT, Cash Profit and EPS

0

500

1000

1500

2000

2500

2003-04 2004-05 2005-06 2006-07 2007-08

Rs.

Mn

0

20

40

60

80

100

EPS

(Rs.)

PAT Cas h Profit EPS


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environment to dampen industry growth in thecoming year.

In this scenario, your Company will continue topursue a strategy to identify and exploit profitablegrowth opportunities by increasing the consumerpreference and consumption of Britannia

brands, leveraging the three growth vectors ofbrand, geography and channel. The key themespursued by your Company are to increase brandrelevance and differentiation, improve availability,structurally building capability and efficiencies tobe cost competitive.

The overall level of brand and infrastructureinvestment has increased with both national andregional players pursuing aggressive growth inan increasingly competitive market.

From a consumer perspective, several newdimensions have opened up as others havegained strength, spurred by lifestyle and life stage

choices. Your Company will continue to focuson providing a range of enjoyable and healthychoices to consumers.

5. BRAND INVESTMENT

All Power Brands Tiger, Good Day, Milk Bikis,Treat, MarieGold, 50:50 and NutriChoice sawsignificant investment in increasing preferenceand purchase and secured double digit growth.

Your Company also introduced several new andrenovated offerings in Tiger, Good Day, Treatand MarieGold. The health and nutrition platformwas buttressed by Tiger Banana with iron-zor,fortified Milk Bikis, renovated MarieGold andNutriChoice Digestive. To tap the more indulgentconsumers, your Company launched GoodDay Classic Cookies, while continuing to rollout individual consumption packs at the highlyaffordable Rs. 5 price point.

The Bread, Cake and Rusk portfolio wasstrengthened with the successful relaunch ofBreads, fortified with vitamins and minerals,positioning them firmly as the healthy start toyour day. This innovation combined with relevantconsumer activation in key markets has seena 30%+ growth in the Bread, Cake and Ruskbusiness.

6. INTELLECTUAL PROPERTY RIGHTS (IPR)

Last year we reported the creation of the IPRCommittee of the Board to monitor and direct theCompanys IPR. The key issue addressed by theCommittee was the unauthorised use by GeneraleBiscuit, a subsidiary of Groupe Danone, of yourCompanys Tiger brand in five countries andregistration in a large number of other countries.Based on legal advice, your Company initiatedproceedings against Generale Biscuit, and its

Associates in Singapore and Malaysia. Further,

during the year, Groupe Danone divested its

biscuit business worldwide (with the exception

of India and Latin America) including Generale

Biscuit, in favour of M/s Kraft Inc. USA and your

Company continues to pursue the return of its

Tiger IPR under the direction of the Committee.

7. MANUFACTURING OPERATIONS

Following the significant addition to manufacturing

capacity in the previous year, the focus in 2007-

08 was to increase responsiveness and cost

effectiveness of the supply chain.

Several technology innovation projects to

secure cost and quality advantages and support

introduction of differentiated products were

completed. New technology based products were

successfully manufactured using equipment

designed internally. During the year your

Company filed for 2 patents.Uttarakhand factory continued to perform at

high efficiency levels and reached full capacity

utilisation of 5,000 Tonnes/month. Overall

conversion costs were reduced due to efficiency

and productivity improvements in manufacturing.

Capacity for Bread, Cakes and Rusks was also

expanded with a greenfield, state of the art, cake

manufacturing facility in Assam.

With a view to optimise capacities and

manufacturing cost, your Company, in April

2008, offered a Voluntary Retirement Scheme

(VRS) to workmen at its Chennai unit. Thesame was accepted by all the workmen and

consequently manufacturing operations have

been suspended.

8. QUALITY STANDARDS

Notable progress was made in quality, thedrive for ongoing quality training, including thedevelopment of an e-learning portal. The vendorquality improvement program was intensified andthe continuous grinding in of quality practicesat all manufacturing units formed a key plank ofbuilding a quality culture.

A retail audit system was rolled out to monitorquality of products at point of sale.

9. INFORMATION TECHNOLOGY

Several initiatives were undertaken toenhance business performance, enabled by ITinfrastructure and processes. These includedavailability of timely and granular information toimprove planning and performance measurementin manufacturing, logistics, distribution, sales and

quality.


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Information protection infrastructure and systemswere significantly strengthened. With the objectiveof securing the best IT competencies, higherservice levels for users, better infrastructuremanagement and inflation proofing cost, IT wasoutsourced in its entirety to Hewlett Packard (HP)with a lock in period of 3 years.

10. ENVIRONMENT AND SAFETY

The drive to reduce energy consumption throughprocess innovations and technology upgradationcontinued during the year. Burner efficiencyimprovement was achieved through use ofmagnetic resonance energisers for fuel.

Recycling of the waste heat was extended tomanufacturing locations as also the usage ofalternate energy sources like gas which wasextended wherever available, including Delhifactory as well as contract packers.

Your Company has filed an application foravailing carbon reduction benefits under theClean Development Mechanism of the Ministry ofEnvironment and Forests, Government of India aspart of the United Nations Framework for ClimateChange Control (UNFCCC) for the Delhi factory.

11. CORPORATE SOCIAL RESPONSIBILITY

The partnership your Company has created withGlobal Alliance for Improved Nutrition (GAIN)and the Naandi Foundation to supply ironfortified Tiger biscuits to supplement the Mid-DayMeal program in schools, has been recognisedas a unique program globally by GAIN. This

prompted the World Bank Institute to write a casestudy and your Company was invited to makea commitment to the Clinton Global Initiative,a non-partisan catalyst for action that bringstogether a community of global leaders to deviseand implement solutions for some of the worldspressing challenges like nutrition.

Iron deficiency among Indian children is a key

cause of school dropouts as well as decreased

productivity. Based on the experience from

the Britannia-GAIN-Naandi partnership, your

Company created a new offering for all consumers

Tiger Banana, a delightful banana biscuit

fortified with vitamins and minerals.

In keeping with its core essence of Swasth

Khao Tan Man Jagao, your Company constantly

strives to find sustainable opportunities to drive

home the message of nutrition and good food

habits among children at the right age. Britannia

is committed to help secure every childs right

to growth and development through good food

everyday. Its largest power brand, Tiger, is also

being rolled out, fortified with iron.

Your Company was also the first in the industryto remove trans fat from most its biscuits as yetanother meaningful step in offering products thatare both healthy and enjoyable.

12. PENSION

The Britannia Industries Limited CovenantedStaff Pension Fund (Trust) received a ShowCause Notice from the Commissioner of IncomeTax, Kolkata, asking the Trust to show cause whythe recognition granted to the Trust should not

be withdrawn for refund of excess contribution ofRs. 121.2 Mn to the Company. The matter hasbeen dealt with in note No. 29 of Schedule T tothe Accounts, which is self explanatory.

13. ENERGY, TECHNOLOGY AND FOREIGNEXCHANGE

Details of energy conservation, technologyabsorption, foreign exchange earnings and

outgoings in accordance with the provisions ofclause (e) of sub-section (1) of Section 217 of theCompanies Act, 1956, read with the Companies(Disclosure of the Particulars in the Report ofBoard of Directors) Rules, 1988, are given as an

annexure to the Directors Report.

14. CONSOLIDATED FINANCIAL RESULTS

Your Company has prepared ConsolidatedFinancial Statements in accordance withAccounting Standard 21(AS-21) issued by theInstitute of Chartered Accountants of India. The

Consolidated Statements reflect the results of

the Company with that of its Subsidiaries, JointVentures and Associates. As required by Clause32 of the Listing Agreement with the StockExchanges, the Audited Consolidated FinancialStatements together with the Auditors Reportthereon are annexed and form part of this Annual

Report.

The Consolidated turnover and net profits ofthe Company for the year ended 31st March,2008 were Rs. 28,099 Mn and Rs. 1,774 Mnrespectively.

15. SUBSIDIARIES, JOINT VENTURES ANDASSOCIATES

Your Directors present herewith a broad overviewof the operations and financials of its Subsidiaries,Joint Ventures and Associates.

SubsidiariesInvestment and Holding Companies

M/s Boribunder Finance and Investments PrivateLimited (Boribunder), M/s Flora InvestmentsCompany Private Limited (Flora) and M/s Gilt

Edge Finance and Investments Private Limited


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(Gilt Edge) form the Investment Associates of

your Company. During 2007-08, M/s Boribunder

Finance and Investments Private Limited(Boribunder) became a wholly owned subsidiary

of your Company.

The combined revenue and loss of investment

companies for the year ended 31st March, 2008was Rs. 24 Mn and Rs 14 Mn respectively. The

losses are due to provision for diminution in value

of investments.

Further, pursuant to Section 4 of the CompaniesAct, 1956, the following companies engaged in

manufacture of biscuits at various locations are

also deemed to be subsidiaries of your Company.

The Gross Income and Net Profit of the said

subsidiaries during 2007-08 are as under:

Name of Subsidiary Gross

Income

Rs. Mn

Net Profit/

(Loss)

Rs MnInternational Bakery

Products Limited, TCBalam, Tamil Nadu

106 3.5

J B Mangharam Foods

Private Limited, Gwalior

98 (7.4)

Manna Foods Private

Limited, Bangalore

30 1.6

Ganges Vally Foods

Private Limited, Kolkata

96 0.6

Sunrise Biscuit

Company Private

Limited, Guwahati

83 (0.3)

Britannia and Associates (Mauritius) Private Ltd.

Britannia and Associates (Mauritius) Private Ltd,

(BAMPL) a Company formed in Mauritius is the

holding Company of Britannia and Associates

(Dubai) Private Co. Ltd, (BADCO) a Jebel Ali

Free Zone Company, which in turn holds strategic

investments in Strategic Food International

Co. LLC, Dubai and Al Sallan Food Industries

Company SAOG, Oman.

The combined revenue and loss of the holding

companies for the year ended 31st December,

2007 was USD 0.62 Mn and USD 0.77 Mnrespectively.

Joint Ventures

Britannia New Zealand Foods Private Limited

(BNZF)

BNZF, the Joint Venture with M/s Fonterra

Co-operative Group Limited of New Zealand

is engaged in the business of dairy products,

comprising cheese, skimmed milk powder,

butter and ghee. BNZF brands are available

nationally and lead the cheese segment. For the

year ended 31st March 2008, BNZF recorded a

turnover of Rs. 1,424 Mn and incurred a net

loss of Rs. 51 Mn compared to a turnover of

Rs. 1,186 Mn and a net loss of Rs. 112 Mn in

the previous year.Strategic Foods International Co. LLC, Dubai

(SFIC)

Your Company acquired 70% stake in SFIC in

March 2007. For the year ended 31st December,

2007, SFIC recorded a turnover of AED 104.02

Mn and operating profit (before finance charges

and depreciation) of AED 6.48 Mn and Net Loss

of AED 3.14 Mn. During 2007 the business

encountered severe cost challenges due to

unprecedented increases in market prices of all

key commodities like flour, skimmed milk powder,

etc. The Company has implemented several costeffectiveness programs which, together with

efficient buying, managed to contain part of the

input cost inflation.

Al Sallan Food Industries Company SAOG, Oman

(Al Sallan)

Your Company acquired 65.5% stake in Al Sallan

in March 2007. Al Sallan recorded a turnover of

RO 3.24 Mn for the year ended 31st December,

2007.

Both these acquisitions have given your Company

the opportunity, infrastructure and competence to

effectively compete in the rapidly growing markets

of the Middle East.

Daily Bread Gourmet Foods (India) Private

Limited (Daily Bread)

Daily Bread, another acquisition made last

year, is engaged in the business of premium

bakery products. The Company registered a

growth of 47% last year. It has continued to

focus on expanding its retail presence as well

as drive institutional business through addition

of new customers. As a part of this strategy,

new manufacturing facilities were set up in Delhiand Hyderabad while expanding capacity at

Bangalore.

Welfare Companies

M/s Britannia Employees General Welfare

Association Private Limited, M/s Britannia

Employees Educational Welfare Association

Private Limited and M/s Britannia Employees

Medical Welfare Association Private Limited are

the three other associates of your Company.


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These are companies limited by guarantee and

have no share capital. These have been set up

for general, educational and medical welfare of

the employees of your Company.

16. CORPORATE GOVERNANCE

In accordance with Clause 49 of the ListingAgreement with the Stock Exchanges, a separate

report on Corporate Governance along with the

Auditors Certificate on its compliance is attached

to this Report.

17. DIRECTORS

Consequent to taking over as Chairman of

the Finance Commission constituted by the

Government of India, Dr. Vijay Kelkar resigned

as Director of your Company with effect from

31st December, 2007. Your Board records its

deep gratitude and appreciation for the various

contributions made by Dr. Kelkar during his

association with the Company.

Mr. Georges Casala resigned as a Director of your

Company with effect from 28th May, 2008. Your

Board records its deep gratitude and appreciation

for the various contributions made by Mr. Casala

during his association with the Company.

Your Board appointed Mr. Philippe Loic Jacob

as an Additional Director at its meeting on 28th

May, 2008. Mr. Jacob will hold office upto the

date of the forthcoming Annual General Meeting

of the Company.

In accordance with the provisions of the Companies

Act 1956 and the Articles of Association of the

Company, Mr. S S Kelkar, Mr. Pratap Khanna,

Mr. Nusli N Wadia and Mr. Francois-Xavier Roger,

Directors, retire by rotation at the forthcoming

Annual General Meeting and are eligible for

reappointment.

18. PARTICULARS OF EMPLOYEES

Information in accordance with sub-section (2A)

of Section 217 of the Companies Act, 1956, read

with the Companies (Particulars of Employees)Rules, 1975, and forming part of the Directors

Report for the year ended 31st March, 2008 is

also given in the annexure to this report.

19. AUDITORS

M/s. Lovelock & Lewes retire in accordance with

the provisions of the Companies Act, 1956. They

have indicated their willingness to continue inoffice and are recommended for reappointment

as the Companys Auditors for the ensuing year.

20. DIRECTORS RESPONSIBILITY

Pursuant to sub-section (2AA) of Section 217

of the Companies Act, 1956, your Directors,

based on representations from the Operating

Management, confirm that:

I. In the preparation of annual accounts,the applicable accounting standards have

been followed and there are no material

departures;

II. They have, in selection of the accounting

policies, consulted the statutory auditors

and applied these policies consistently,making judgments and estimates that are

reasonable and prudent, so as to give a trueand fair view of the state of affairs of the

Company as on 31st March, 2008 and of

the profit of the Company for the year ended

31st March, 2008;

III. They have taken proper and sufficient

care, to the best of their knowledge and

ability, for the maintenance of adequateaccounting records in accordance with the

provisions of the Companies Act, 1956 for

safeguarding the assets of the Company

and for preventing and detecting fraud andother irregularities;

IV. They have prepared the annual accounts on

a going concern basis.

21. ACKNOWLEDGEMENTS

The Directors would like to thank all stakeholders,namely, customers, shareholders, dealers,

suppliers, bankers, employees and all other

business associates for the continuous

support given by them to the Company and its

management.

On behalf of the Board

Mumbai NUSLI N WADIA28th May, 2008 CHAIRMAN


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ANNEXURE TO THE REPORT OF THE DIRECTORS

Information under Section 217 (1) (e) of the CompaniesAct, 1956 read with Companies (Disclosure of Particularsin the Report of Board of Directors) Rules, 1988.

A. CONSERVATION OF ENERGY

(a) Several energy conservation measures wereundertaken namely:

i) Installation of variable frequency drives inmixers with energy integration systems.

ii) Installation of magnetic resonators to achievefuel savings in all factories.

iii) Utilisation of natural light by providingtransparent sheets on the roof at Delhifactory.

iv) Optimisation of rating of various drivemotors.

v) Extension of radiofrequency drying.

vi) Utilisation of piped natural gas whereavailable in Delhi & Gujarat.

vii) Installation of power saver bulbs to reducepower consumption in lighting.

(b) Additional investments and proposals, if any,being implemented for reduction of consumptionof energy:

As part of energy conservation measures, yourCompany plans to extend usage of fuel saversystems like Waste Heat Recovery systemsto other manufacturing locations for which an

investment plan of Rs. 10 Mn has been providedin 2008-09.

(c) Impact of measures at (a) and (b) above forreduction of energy consumption and consequentimpact on the cost of production of goods:

i) Electricity consumption reduced to 151.66units/mt in 2007-08 as compared to 156.76units/mt in the previous year.

ii) Baking fuel consumption declined from 22.42therms/mt to 21.92 therms/ mt, resulting in a

2.23% reduction over the previous year.

Form A

Form of disclosure of particulars with respect to

conservation of energy

For the year ended

31st March

2008

31st March

2007

Electricity

a) Purchased (gwh) 14.45 15.18

Total amount (Rs. Mn) 57.12 61.47

Rate/Unit (Rs./kwh) 3.95 4.05

(1gwh = 1,000,000 kwh)

b) Own Generation

i) Through Diesel Generator (gwh) 1.34 1.89

Unit per Litre of Diesel oil

(kwh/Litre)

3.02 3.17

Cost / Unit (Rs./kwh) 10.08 9.75 (1gwh = 1,000,000 kwh)

ii) Through steam turbine/Generator

Units (KL) Nil Nil

Unit per ltr of fuel oil/gas Nil Nil

Cost/Unit (Rs./KL) Nil Nil

iii) Others/Internal Generation

(Baking Fuel Consumption)*

Quantity (Billion btu) 228.27 244.16

Total Cost (Rs. Mn) 149.21 147.27

Rate/Unit (Rs./therm) 65.37 60.32

Consumption per Unit of Production

Bakery Products

Biscuits (Mt) 104154 108901

Electricity (kwh/mt) ** 151.66 156.76

Baking Fuel (Therms/mt) ** 21.92 22.42

* different baking fuels like furnace oil, piped natural gas,

coal gas and HSD are used at our factories.

** Of Equivalent Production

The rate per unit of electricity purchased improved to

Rs. 3.95/ Kwh in 2007-08 against Rs. 4.05/ Kwh in 2006-

07 due to increase in purchased power in Uttarakhand

factory as well as usage driven lower rates.

The increase in cost of own generation as well as the

rate per unit of baking fuel reflects higher cost of HSD/

other fuels. The quantum of electricity purchased/owngeneration of electricity through diesel generators in

2007-08 is lower than the previous year due to lower

volume at our own factories.

Technology absorption, adaptation and innovation

(a) Efforts in brief made towards absorption,

adaptation and innovation:

Several actions were initiated for upgradation of

technology and on automation in specific areas.

These include enhancement of packaging machine

speeds by 40% to 50%, adoption of Energy

Integration Systems in mixers for consistent quality,automation and integration of oven upstream

controls for weight and shape, up-gradation of metal

detectors, oven downstream automated packing

systems, waste heat recycling etc.

(b) Benefits derived as a result of the above:

The above initiatives resulted in consistent quality,

reduction of wastages, better energy utilisation,

process improvements and better productivity in

the packaging machines.


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(c) Details of imported technology:

(1) Technology imported: Nil

(2) Year of import: Not applicable

(3) Has the technology been fully absorbed:Not applicable

(4) If not fully absorbed, areas where this has

not taken place, reasons thereof and futureplans of action: Not applicable.

B. TECHNOLOGY ABSORPTION

Research and Development (R & D)

1. Specific areas in which R&D was carried outby the Company:

Last year, the research and developmenteffort was focused on enriching consumerexperience with our brands throughrenovation of existing brands and packs andintroduction of new products.

2. Benefits derived as a result of the aboveR & D initiatives:

i) Several power brands were renovatedto increase their consumer relevanceand differentiation:

Good Day all varieties

MarieGold

Milk Bikis

Tiger Coconut

Tiger Glucose

Britannia Bread

ii) Additionally new products and packswere launched to tap new consumptionoccasions and included:

Good Day Jumbo

Pure Magic Premium Cookies Tiger Banana

Good Day Classic Cookies

Greetings Gift Packs

iii) Your Company also augmented its recipeand design capability to fortify productswith micro-nutrients, consistent with itscredo of Swasth Khao, Tan Man Jagao.

Nutrition

Nutrition for everyone continues to be the focus foryour Company. The launch of Tiger Banana andthe renovation of Tiger with iron-zor is one of thecontributions of your Company to help address the

largescale Iron deficiency among people in ourcountry at an affordable price. Additionally, yourCompany has been at the forefront of making mostof its products more healthy through the removalof trans fat and appropriate fortification.

Other core areas for research are:

i) Enhancing sensory delight through thecombination of alternate ingredients flavours,emulsifiers etc.

ii) Improving process efficiency and reducingwastage through improved technology andprocess control.

iii) Basic research in the area of new raw materials,packaging components and food safety.

iv) Packaging innovations during the yearinclude:

New to the category pack formats and upgradation of existing packs to strengthendifferentiation and consumption convenience

Canister pack in the Pure Magic range

Pouch pack for Tiger Chota

Gift packs for festival gifting

Treat, Good Day, Tiger & MarieGoldpack upgradation

Special Promotion offerings

3. Future plan of action:

Your Company will continue to focuson enhancing both the taste and healthproposition for its products. These will beaddressed through:

a) Adaptation of cutting edge technology

in selecting ingredient, manufacturingtechnology and pack formats to deliversensory and functional benefits.

b) Enhanced process efficiency andeffective substitution of materials.

c) Networking with research institutes,equipment and ingredient manufacturersand key subject matter experts toleverage the latest work in food science& technology.

d) Building deep consumer insights tocreate a strong and robust futureinnovation pipeline.

e) Focusing on key competencies for adistinctive advantage.

4. Expenditure on R&D

31st March, 2008

Rs. Mn

Capital 4.67

Recurring 30.05

Total 34.72

Total R & D expenditure as

a % of gross turnover

0.133%

C. FOREIGN EXCHANGE EARNINGS ANDOUTGO

Activities relating to exports:

i) The Company actively pursued and securednew export markets for its core products.

ii) Total foreign exchange used and earned:

31st March, 2008

Rs. Mn

Foreign exchange used* 240.08

Foreign exchange earned 115.60

* Foreign exchange used for dividend, import of

raw material and engineering items.


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9


STATEMENT OF PARTICULARS OF EMPLOYEES FORMING PART OF THE DIRECTORS REPORT

Sl.No.

Name Age Designation/ Nature of Duties

RemunerationReceived/

Receivable(in Rs.)

Net TakeHome/

Pay aftertax & P.F.deductions

etc.

Qualifications Experi-ence

Date ofEmployment

PreviousEmployment Held

1 2 3 4 5 6 7 8 9 10

A. EMPLOYED THROUGHOUT THE YEAR UNDER REVIEW AND WERE IN RECEIPT OF REMUNERATION AGGREGATING NOT LESS THAN RS. 2,400,000/-

1 Agarwal A 31 Executive Assistantto MD

2,567,221 1,609,608 B.Com (H), CA 8 17-Jul-00 ABAS Senior, PWC

2 Agrawal R K 53 GM -Manufacturing

3,421,376 2,096,823 B.E. (Mech) 31 4-Jun-86 Sr. Mechanical Engineer,Bengal Chemicals &Pharmaceuticals Ltd.

3 Ali Harris Shere 31 Regional SalesManager

2,754,560 1,681,994 B.A (H), MBA 10 1-Aug-98 -

4 Bali V 52 Managing Director 37,738,395 21,587,713 B.A. (Economics),MBA

30 1-Jan-05 Managing Principal,Zyman Group, USA

5 Banerjee G 54 GM - Materials 4,410,630 2,631,025 B.E. (Mech.),M. Tech (IE&OR)

31 2-Aug-82 Manager - Raw Materials,Dunlop India Ltd.

6 Chandra N 49 VP - Head of

Marketing, Sales &Innovation

9,365,109 5,188,420 B. Tech., PGDBA 26 1-Jul-05 Regional Brand Director,

Hindustan Lever Limited

7 Choudhury S K 52 RegionalManufacturingHead

2,540,899 1 ,546,422 B.Sc. (Engg.) (Mech.) 27 3-Jan-90 Dy Manager - Serv ic ing,Eastern Explosives &Chemicals Ltd.

8 Datta M K 38 RegionalManufacturingHead

2,517,772 1,600,525 B.E., PGDBM 15 1-Jun-93 -

9 Dhanpal V 54 RegionalManufacturingHead

2,871,495 1,749,998 B.E. (Chem.) 33 15-Oct-79 Project Work, AnnamalaiUniversity

10 Garg S P 51 RegionalManufacturingHead

2,860,573 1 ,739,465 B .Com., MSW, L .L .B . 28 14-Jan-87 Labour Officer, ShreeSynthetics Ltd.

11 Gupta A K 53 General Manager- Accounts &Planning

4,761,691 2,831,292 B. Com, ACA 29 29-Dec-86 Chief Accountant,Malhotra Distributors(P) Ltd.,

12 Lal R K 58 VP & Head ofOperations 8,220,975 4,703,988 B. Tech. (Chem.) 36 17-Jan-05 President, Usha MartinInternational Texas, USA

13 Madan V 51 CompanySecretary & Headof Legal

2,612,280 1,616,623 B . Com, ACA, ACS 24 6-Jun-05 Company Secretary, ParryAgro Industries Ltd.

14 Mehta D 55 Chief FinancialOfficer

8,708,510 4,719,191 B.Com, ACA 30 16-Nov-06 Chief Financial Officer,Satyam Infoway (Sify)Ltd.

15 Panshikar S 44 National SalesDevelopmentManager

3 ,763,531 2 ,292,681 M.Sc. , MMS (Mktg.) 19 25-Feb-03 Regional Sa les Manager,Agro Tech Foods Ltd.

16 Parab S B 51 RegionalReplenishmentManager

2,423,106 1,514,532 B.E. (Mech), DMS 28 1-Feb-88 Suptd. IndustrialEngineer, Metal BoxIndia Ltd.

17 Roy P P 38 Head of Research& Development

3,531,289 2,026,276 M.Sc. (Food Tech.) 17 11-Feb-06 General ManagerR & D - Innovations,Pepsico India HoldingsPvt. Ltd.

18 Sarathy S P 55 Category Manager-Breads, Cakes &Rusks

3,298,631 1,968,143 B. Sc. 32 18-Jul-05 Sales Officer, VanguardBusiness Systems PvtLtd.

19 Shashikant K N Dr. 52 Corporate QualityAssurance Manager

2,737,864 1,658,517 M. Sc., Ph.D 21 26-Sep-05 General Quality AssuranceManager, Heinz IndiaPvt. Ltd.

20 Shyam Sundar P 57 VP & Head ofQuality

5 ,467,280 3 ,179,647 B . Tech. PGDIE, F IIPE 34 26-Apr-91 Resident Interna l Audi tor,TELCO

21 Subramaniam R S 45 GM - Technical,Project &Engineering

3,276,800 1,976,066 B.E. (H), PGDIE 24 3-Sep-98 Plant Manager, NationalMineral Water Company,Oman


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10

Sl.

No.

Name Age Designation/

Nature of Duties

Remuneration

Received/Receivable

(in Rs.)

Net Take

Home/Pay after

tax & P.F.deductions

etc.

Qualifications Experi-

ence

Date of

Employment

Previous

Employment Held

1 2 3 4 5 6 7 8 9 10

22 Taneja V K 57 On SpecialAssignment

2,677,277 1,650,477 M . Sc. (Chem), FIC 35 4-Mar-93 Sr. Manager - Production,Standards & QC, SMDyechem Ltd.

23 Verma R C 39 Marketing Manager 3,096,682 1,934,611 B.E., MBA 15 31-Mar-05 Marketing ServicesManager, ICI India Ltd.

B. EMPLOYED FOR PART OF THE YEAR UNDER REVIEW AND WERE IN RECEIPT OF REMUNERATION AGGREGATING NOT LESS THAN RS. 200,000/- PER MONTH.

1 Arora R 44 GM - Marketing 4,215,223 2,662,371 B.A.(Econ.), MBA 21 10-Jun-05 VP Marketing, BalsaraHome Products

2 Balaraman A 46 VP - HumanResources &Process Architect

4,094,738 2,341,127 B. Tech.(Mech.),PGDM

20 16-Jul-07 Executive VP, GodfreyPhilips India Ltd.

3 Batabyal A 40 Regional SalesManager

2,379,258 1,495,826 B.Com., MMS 15 8-Sep-03 Zonal Manager, HenkelIndia Ltd.

4 Chakraborty S K 51 GM - Head ofInternationalBusiness

1,683,650 1,204,455 M.Sc. 28 12-Nov-87 Quality AssuranceExecutive, Glindia Ltd.

5 Desai M 37 Head CMI 813,642 542,911 B.E.(Electronic),PGDM

11 15-Jan-08 Managing Director, DekaMarketing Research

6 Menon V K * 43 Head of InternalAudit & Projects

881,195 528,279 B.Com, ACA 18 4-Jan-93 Partner,Picardo & Associates

7 Mukherjee A * 45 GM - sales 2,033,851 1,345,864 B.Com, PGDIM 22 1-Aug-86 Mgt. Trainee- Mktg.,Metal Box (India) Ltd.

8 Nadkarni V D 57 Regional HumanResourcesManager

876,072 556,413 B.Sc, DIPM, MLS 33 1-Jan-98 Manager, E.R.Clariant(I) Ltd

9 Narasimhan A 39 Category Manager 3,604,868 2,102,851 B. Tech.(Civil), PGDM 16 21-May-07 Head - Lakme LeversDivn, Hindustan LeverLtd.

10 Ogale H M 47 General Manager- Operations

1,056,901 622,263 B.E.(Mech) 26 2-Nov-07 Managing Director,Delaval Pvt. Ltd.

11 Purushothaman T S 43 Corporate Head- IT & Systems

964,429 678,127 M.E. (Elec) 19 16-Sep-99 Information SystemsManager, Wipro Ltd.

12 Ramani G 58 Manager-SpecialAssignment

1,960,130 1,271,245 B.E.(Mech) 35 4-Nov-80 Suptd.Production,Planning&Controle, Ti DiamondChains.

13 Ramesh Shankar S 49 VP & Head OfHuman Resources

4,232,268 2,556,948 M.A., PGDM 28 1-Mar-05 Chief Executive, SpanEicher Designs Ltd.

14 Ravindran S 37 Trade MarketingManager

938,855 658,090 B.Sc, MBA 17 15-Nov-07 Key Accounts Mgr.,Dubai Referesment(PEPSI), Dubai

15 Sethumadhavan P T * 41 Unit Head 1,445,162 947,437 B.E. (Mech) 19 2-Jan-89 -

16 Shah G 32 Regional SalesManager

1,676,637 1,071,554 B.E. (Computers),PGDM

10 6-Aug-07 Regional Sales Manager,Motorola Pvt. Ltd.

17 Sinha A 52 VP - New BusinessDevelopment

4,048,606 2,280,357 B.Com., MBA 27 2-Jul-07 Vice President, Agro TechFoods Ltd.

18 Suresh S 41 RegionalManufacturingHead

1,356,900 883,866 B.E.(Hon),BDIE,PGDM

20 1-Mar-95 Asst. Director, NationalProductivity Council

19 Venkatraman N 43 Head Commercial 3,794,310 2,312,953 B.Com, ICWA 21 16-Apr-07 GM - Finance, Eicher

Motors Ltd.

Remuneration received/receivable relates to the year ended 31st March, 2008 and has been calculated in compliance with the relevant provision under theCompanies Act, 1956

All appointments are/were contractual. Other terms and conditions are as per company rule. No employee is a relative of any director of the Company.

* Deputed during the year to subsidiary/ Joint venture Companies.


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1


MANAGEMENT DISCUSSION AND ANALYSIS

A) INDUSTRY STRUCTURE AND DEVELOPMENT

2007-08 was a challenging year for the FMCG

Sector and the food industry, with a slowdown in

discretionary spend in the 2nd half, due to supply

constrained food inflation driving up cost of staplesand basic food. The slow down of GDP growth ismirrored in the relatively slower market growth in

the second half of the year, with the sequential

growth for biscuits declining from 7.9% in the 1st

half to 1.5% in Q3 to 4.2% in Q4. Commodity

inflation continues to have a significant impact

on input cost and this inflationary pressure will

further increase in 2008-09 with wheat, sugarand oil prices already showing an increase of

20%, 10% and 30% respectively. Against this

backdrop your Company estimates moderate

growth in 2008-09 for biscuits. On the supply

side, the market will remain uncertain as pricesremain volatile in the face of stagnant yields andgrowing demand.

From a tax perspective 2007-08 was a mixed

year. The abolition of excise duty for all biscuits

with MRP up to Rs.100 provided the opportunity

to contain consumer prices without burdening

consumer with the commodity inflation. After the

initial ambiguity, most states have now moved to

the 12.5% VAT on biscuits despite the industrysattempt to rationalise the structure of taxes

between excise and VAT. After absorbing the

cost pressure, your Company added 307 basis

points to its Operating Margin, increasing it to7.5% for the year ended March 31, 2008.

B) BUSINESS STRATEGY

Your Companys key thrust for 2008-09 is to

deliver profitable growth and market leadershipin an extremely tough and inflationary commodity

scenario. Fundamental to this strategy is the

successful implementation of go-to-market

brand strategies, various technology initiatives,

cost reduction projects and segmented price

increases.

Your Company will reinforce the actions taken

in 2007-08 to eliminate cost disadvantagesand cut non value adding activities to secure

profitable growth. Market place opportunities

will be segmented by channel to build an

increasingly responsive and cost-effective

supply chain. Through the various cost reduction

initiatives your Company has taken over the lastthree years, Rs. 1,200 Mn of cost has been

eliminated.

With the successful renovation of Bread and

expansion of Cake and Rusk capacity, the thrust

for this portfolio will be to build an economically

advantaged business model (back-end and go to

market) and share of consumption.Restructuring the supply-chain of the Middle Eastbusiness we acquired last year, opening new

export markets and new offerings that build on

the twin pillars of nutrition and great taste are the

other building blocks of strategy, building upon

the initiatives your Company took in 2007-08.

C) SEGMENT INFORMATION

The primary business segment of the Company

is foods comprising mainly of (i) Bakery productsBiscuits, Bread, Cakes and Rusk, and (ii) Dairy

products.

D) OUTLOOK

Given a slowdown in GDP growth and discretionary

spending, supply side constraints and a tough

commodity scenario, your Company expects a

measured growth in the bakery business. The

nature and form of competition will also intensifyas categories morph, are re-defined and compete

aggressively for share of consumer spend. In this

context customers are likely to become more

discerning and demanding as the retail trade gets

increasingly organised to deal with the crippling

increase in its cost of business- space, fuel,manpower etc.

Our plan is directed at growing revenue and

improving margin in a highly competitive

environment. As always, your Company will

continue to invest time, effort and money

in understanding consumers their needs,

aspirations, lifestyles, to bring an ever increasing

and meaningful array of choices to them.

E) FINANCIAL AND OPERATIONAL

PERFORMANCE

Net Sales increased 17.5% to Rs. 25,848 Mn in

2007-08 against Rs. 21,993 Mn in the previous

year largely due to a focus on increasing the

relevance of power brands, higher price realisationand operational efficiencies. The Bread, Cakeand Rusk business which crossed the Rs. 2,700

Mn mark in 07-08 doubled its business in 2 years.

Consequent to various technological efficiencies

and successful implementation of cost reduction

projects, your Companys operating income

improved significantly in comparison with the

previous year.


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12

The key financials are as under:

Rs. Mn

2007- 08 2006-07

Gross Sales 26,177 23,172

Total Expenditure 23,919 21,047

Profit before exceptionalitems and tax 2,432 1,261

Exceptional items 109 77

Profit before tax 2,323 1,184

Income tax (413) (108)

Profit after tax 1,910 1,076

F) OPPORTUNITIES AND THREATS

Opportunities exist in introducing innovativeproducts and continually renovating the existing

portfolio. Your Company lead the market in

launching new products and formats and will

continue to do so in the future as well. The healthand nutrition space will see introductions from

several categories to tap into the increasing

adoption of healthier lifestyle products. In acompetitive market place the ability to translate

consumer insight into winning commercial

propositions, is an imperative for your Company

and this competency is being comprehensively

addressed across the entire value-chain.

G) RISKS AND CONCERNS

The major risk faced by your Company continues

to be a volatile and inflationary commodity

environment, bound by supply-side constraints,which significantly impact business profitability.

H) INTERNAL CONTROL SYSTEMS AND

ADEQUACY

The Companys internal control system ensures

proper safeguarding of assets, maintaining

proper accounting records and reliable financial

information.

An external independent firm carries out the

internal audit of the Company operations and

reports its findings to the Audit Committee on

a regular basis. Internal Audit also evaluates

the functioning and quality of internal controlsand provides assurance of its adequacy and

effectiveness through periodic reporting.

The Company has a code of business conduct

for all employees and a clearly articulated and

internalised delegation of financial authority.

These authority levels are periodically reviewed

by management and modifications, if any, are

surfaced to the Audit Committee and Board for

approval.

The Audit Committee also reviews the risk

management framework that is periodically

updated.

Your Company uses its IT infrastructure in

achieving process improvements and will leverage

that more aggressively in the future with most key

processes enabled by technology.

I) HUMAN RESOURCES AND INDUSTRIAL

RELATIONS

Your Companys philosophy is to create an

open and transparent organisation, focused on

people and their capability delivering superior

performance. To that end, several initiatives were

undertaken to significantly ramp up learning and

development programs to sharpen functional,

leadership and adaptive skills. The improvements

in performance management system and processsimplification in the areas of large cross functional

interdependencies were the other major initiatives

focused on enabling performance. Changes in

structure were made where necessary to simplify

and streamline how work gets done.

A Voluntary Retirement Scheme (VRS) was offered

in April 2008 to the workmen at your Companys

Chennai factory, where all the workmen opted for

the scheme and manufacturing operations were

suspended effective 7th April, 2008.

The Industrial Tribunal nullified the permission

given by the Labour Commissioner for closureof Mumbai factory. Presently the matter is in the

Bombay High Court.

As of 31st March, 2008, your Company had 2,358

employees (including workmen) on its rolls.

J) CAUTIONARY STATEMENT

Statements in this Management Discussion and

Analysis describing the Companys objectives,

expectations or predictions may be forward

looking within the meaning of applicable laws and

regulations. Actual results could differ materially

from those expressed or implied. Important factors

that could make a difference to the Companysoperations include raw material availability

and prices, cyclical demand and pricing in the

Companys principal markets, competitive actions,

changes in Government regulations, tax regimes,

economic developments in India and in countries

in which the Company conducts business and

other incidental factors.


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1. COMPANYS PHILOSOPHY ON CODE OF 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, integrity and strict regulatory compliance.

2. BOARD OF DIRECTORS

The Board is headed by a Non-Executive Chairman, Mr. Nusli N. Wadia, and composed of eminent persons

with considerable professional experience in diverse fields. Over two thirds of the Board consists of Non-

Executive Directors and one third are Independent Directors.

During the year 2007-08, five (5) Board Meetings were held, the dates of those meetings being 29th May

2007, 24th July 2007, 19th September 2007, 23rd October 2007 and 28th January 2008. The maximum

gap between any two Board Meetings held during the year was not more than four (4) months.

The details of composition of the Board, Directors attendance at the Board Meetings and at the last Annual

General Meeting, Outside Directorships and the Board Committee Memberships as at 31st March 2008 is

tabulated hereunder:

Name of the

Director

Whether Promoter,Executive/ Non-

Executive/ Independent

No. ofBoard

Meetingsattended

Whether

attendedlast AGM

held on19th Sep

2007

No. ofoutside

Director-ships held #

No. of BoardCommittees of other

Companies in which amember ##

Mr. Nusli N WadiaPromoter & Non-ExecutiveChairman

5 Yes 8 -

Ms. Vinita Bali,Managing Director

Executive 5 Yes 3 2

Mr. Georges Casala* Promoter & Non-Executive - No - -

Mr. Keki DadisethNon-Executive andIndependent

4 No 62

(Chairman of 1)

Mr. Avijit Deb Non-Executive andIndependent

4 Yes - -

Mr. Stephan Gerlich Promoter & Non-Executive 3 Yes 2 1

Mr. A K Hirjee Promoter & Non-Executive 5 Yes 56

(Chairman of 3)

Mr. Nimesh NKampani

Non-Executive andIndependent

5 Yes 62

(Chairman of 1)

Mr. S S Kelkar Promoter & Non-Executive 5 Yes 9 4

Mr. Pratap KhannaNon-Executive andIndependent

5 Yes - -

Mr. Jeh N Wadia Promoter & Non-Executive 5 No 3 -

Mr. Francois-XavierRoger

Promoter & Non-Executive 4 Yes 1 -

# Excludes alternate directorship and directorship in foreign companies, private companies and companies

governed by Section 25 of the Companies Act, 1956.

## Excludes Committees other than Audit Committee and Shareholder/ Investors Grievance Committeeand Companies other than public limited Companies.

* Mr. Georges Casala resigned as Director with effect from 28th May 2008.

REPORT ON CORPORATE GOVERNANCE


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3. BOARD COMMITTEES

The Board has constituted the following Committees of Directors:

(a) Audit Committee:

The Audit Committee as on 31st March 2008 comprised of the following six Non-Executive Directors:

Mr. Nimesh N Kampani Chairman of the Committee

Mr. Keki Dadiseth

Mr. Avijit Deb

Mr. A. K. Hirjee

Mr. Francois-Xavier Roger

Mr. Pratap Khanna

The Chairman of the Committee Mr. Nimesh N Kampani is an Independent Director. Apart from

Mr. Nimesh N Kampani, the other Independent Directors are Mr. Keki Dadiseth, Mr. Avijit Deb and

Mr. Pratap Khanna.

All the members of the Audit Committee are financially literate and Mr. Nimesh N Kampani, Mr. Keki

Dadiseth, Mr. A.K. Hirjee, and Mr. Francois-Xavier Roger have financial management expertise. Mr. V

Madan the Company Secretary is the Secretary to the Audit Committee.

Consequent to the resignation of Dr. Vijay L Kelkar from the Board with effect from 31st December2007 he ceased to be a member of the Audit Committee. Mr. Pratap Khanna was inducted as an

additional member of the Audit Committee effective 21st January 2008.

The role and terms of reference of the Audit Committee is in accordance with Clause 49 of the Listing

Agreement and Section 292A of the Companies Act, 1956. In brief the role of Audit Committee includes

review of Internal Audit Reports and the Statutory Auditors Report on the Financial Statements, general

interaction with the Internal Auditors and Statutory Auditors, selection and establishment of accounting

policies, review of Financial Statements both quarterly and annual before submission to the Board,

review of Management Discussion and Analysis of financial condition and operations and review of

performance of Statutory and Internal Auditors and adequacy of internal control systems.

The Audit Committee also reviews statement of related party transactions, management letters and

the response thereto by the management.

During the year 2007-08, the Audit Committee held four (4) Meetings, the dates of Meetings being29th May 2007, 24th July 2007, 23rd October 2007 and 28th January 2008.

The attendance of the members at the Audit Committee Meetings held during the year 2007-08 is as

follows:

Name No. of Audit Committee

Meetings Attended

Mr. Nimesh N Kampani 4

Mr. Keki Dadiseth 4

Mr. Avijit Deb 3

Mr. A.K. Hirjee 3

Dr. Vijay L Kelkar (ceased to be a member w.e.f. 31.12.2007) 2

Mr. Francois Xavier Roger 3

Mr. Pratap Khanna (inducted as a member w.e.f. 21.1.2008) 1

The Chairman of the Audit Committee, Mr. Nimesh N Kampani was present at the Annual General

Meeting held on 19th September, 2007.

The Managing Director, Chief Financial Officer, Internal Auditors, Statutory Auditors and other

Executives as considered appropriate, also attend the Audit Committee Meetings.

During the year 2007-08, M/s Boribunder Finance and Investments Pvt. Ltd. became a wholly owned

subsidiary of the Company. Further pursuant to the provisions of Section 4 of the Companies Act, 1956certain Companies have become subsidiaries of the Company. However none of these Companies are

material non-listed Indian subsidiaries within the meaning of Clause 49 of the Listing Agreement.


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As these Companies became subsidiaries only in March 2008, the provisions of sub para (ii) and(iii) of para III of Clause 49 of the Listing Agreement is applicable only for the financial year 2008-09 onwards.

Internal Audit and Control:

M/s. Deloitte Haskins & Sells, Chartered Accountants, continue to be the Internal Auditors of theCompany and their internal audit plan and remuneration were approved by the Audit Committee. The

reports and findings of the Internal Auditor and the internal control system are periodically reviewed bythe Audit Committee.

(b) Remuneration/Compensation Committee:

The Committee as on 31st March 2008 comprised of the following Directors:

Mr. Keki Dadiseth - Chairman of the Committee

Mr. Nusli N Wadia

Mr. Nimesh N Kampani

Mr. Georges Casala

The Chairman of the Committee, Mr. Keki Dadiseth, is an Independent Director.

Dr. Vijay L Kelkar ceased to be a member of the Committee consequent to his resignation from theBoard with effect from 31st December 2007.

Mr. Georges Casala ceased to be a member of the Committee consequent to his resignation from theBoard with effect from 28th May 2008.

Broad terms of reference of the Remuneration/Compensation Committee includes recommendationsto the Board of salary/perquisites, commission and retirement benefits and finalisation of the perquisitepackage payable to the Companys Managing Director/ Wholetime Directors, to evolve and bring intoeffect the Employee Stock Option Scheme (ESOS) within the broad parameters approved by theBoard/Shareholders and formulate the detailed terms and conditions of the ESOS. The Committeeis also responsible for the administration and superintendence of the ESOS. One meeting of theRemuneration/Compensation Committee was held during the year on 29th May 2007.

All the members of the Remuneration/Compensation Committee other than Mr. Georges Casala andMr. Keki Dadiseth, attended the Companys last Annual General Meeting held on 19th September2007. Mr. Keki Dadiseth, Chairman of the Remuneration/Compensation Committee and Mr. GeorgesCasala could not attend the same owing to other commitments.

Remuneration Policy:

Managing Director

Ms. Vinita Bali was appointed as Managing Director for a period of five years w.e.f. 31st May 2006by the Board of Directors. The said appointment was approved by the shareholders at the AnnualGeneral Meeting held on 1st August 2006. Prior to her appointment as the Managing Director, Ms.Bali was the Manager of the Company under the provisions of Sec. 387 of the Companies Act, 1956.The terms and conditions of appointment and remuneration payable to the Managing Director werefixed by the Board of Directors of the Company and an agreement dated 1st August 2006 was entered

between the Managing Director and the Company.

The details of remuneration paid to Ms. Vinita Bali during the year 2007-08 is as follows:

Name Salary/Benefits (Rs.) Commission (Rs.) Total (Rs.)

Ms. Vinita Bali 26,738,395 11,000,000 37,738,395

The remuneration to Ms. Vinita Bali comprises of basic salary (upto a maximum of Rs. 15 lacs

per month), allowances, commission based on net profits, perquisites, contributions to providentfund, superannuation fund, gratuity based on basic salary and encashment of unavailed leave.

Notwithstanding anything to the contrary, in the event of there being no profits or inadequate profits,

the Company will pay remuneration by way of salary and perquisites and allowances as specified

above to Ms. Bali in compliance with Schedule XIII of the Companies Act, 1956 and with the approval

of the Central Government, if and to the extent necessary.


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16

As per the agreement referred 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 however that the Company shall be entitled to terminate the incumbents employment at anytime by payment to her of six months basic salary in lieu of such notice. In addition, the Company has

a right to terminate the agreement by giving at least 30 days notice in writing in case of any misconduct

or any breach of the agreement by the incumbent.

Non-Executive Directors

The Non-Executive Directors do not draw any remuneration from the Company other than sitting

fees and commission on the net profits of the Company. The Board collectively decides the

aggregate amounts of commission for each year and the amount of commission payable to individual

non-executive directors is determined based on their attendance at the meetings of the Board ofDirectors and its Committees and their contribution.

The sitting fees paid during the year 2007-08 are within the limits prescribed by the Govt. of India and

Articles of the Company. The shareholders of the Company have approved the payment of commission

to the Non-executive Directors at the Annual General Meeting held on 20th July, 2005.

Details of remuneration to Non-Executive Directors for the year 2007-08 are given below:

Name Sitting Fees

(Rs.)

Commission

(Rs.)

Total

(Rs.)Mr. Nusli N Wadia 50,000 6,000,000 6,050,000

Mr. Georges Casala* - - -

Mr. Keki Dadiseth 60,000 1,125,000 1,185,000

Mr. Avijit Deb 55,000 605,769 660,769

Mr. Stephan Gerlich 30,000 259,615 289,615

Mr. A K Hirjee 78,000 1,903,846 1,981,846

Mr. Nimesh N Kampani 88,000 1,384,615 1,472,615

Mr. S S Kelkar 73,000 1,298,077 1,371,077

Dr. Vijay L Kelkar** 40,000 865,385 905,385

Mr. Pratap Khanna 55,000 519,231 574,231

Mr. Jeh N Wadia 50,000 432,692 482,692

Mr. Francois Xavier Roger 55,000 605,769 660,769

* Resigned with effect from 28th May 2008, ** Resigned with effect from 31st December 2007

The commission amounts, as mentioned above, would be paid, subject to deduction of tax, after the

adoption of the accounts for the year ended 31st March, 2008 by the shareholders at the AnnualGeneral Meeting to be held on 28th July, 2008. The Non-Executive Directors did not have any other

pecuniary relationship or transactions with the Company.

No member of the Board of Directors is holding any shares of the Company, other than Mr. Nusli N

Wadia, Chairman and Mr. Pratap Khanna, Non Executive Director, who hold 450 and 31,228 shares

respectively. The shareholders at the Annual General Meeting of the Company held on 1st August,

2006 granted their approval for issue of shares to employees, including wholetime/ executive directors,

through an Employee Stock Option Scheme.

(c) Share Transfer & Shareholders/Investors Grievance and Ethics/ Compliance Committee:

The Share Transfer & Shareholders/Investors Grievance and Ethics/Compliance Committee as at

31st March, 2008 comprised of three (3) Non-Executive Directors, namely:

Mr. A K Hirjee - Chairman of the Committee

Mr. S S Kelkar

Mr. Nimesh N Kampani


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The Committee:

(i) approves and monitors transfers, transmission, splitting, consolidation and rematerialisation of

securities and issue of duplicate share certificates by the Company;

(ii) looks into various issues relating to shareholders, including redressal of complaints relating totransfer of shares, non-receipt of annual reports, dividends, etc.; and

(iii) ensures compliance of the Code of Conduct for Prevention of Insider Trading formulated by theCompany as per the Securities and Exchange Board of India Regulations.

The Committee, which generally meets twice a month, met 23 times during the year. Additionally the

committee also transacted its business once by circulation on 4th October, 2007.

The Company has not delegated the powers to approve share transfers, etc., to any officer of the

Company since the Share Transfer & Shareholders/Investors Grievance and Ethics/Compliance

Committee meets twice a month and the process of Share transfer is completed within the stipulated

time.

Mr. V Madan, Company Secretary and Head of Legal is the Compliance Officer of the Company.

No. of shareholders complaints received during the year 15

No. of complaints not resolved to the satisfaction of shareholders Nil

No. of pending share transfers NilThe Company has attended to most of the investors grievances/ correspondence within a period often days from the date of receipt of the same, 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 31st March, 2008.

(d) Other Committees of the Board

In addition to the above Committees, the Board has constituted the following Committees:

(i) Investment Committee:

The Committee comprises of the following members: Mr. A.K. Hirjee, Chairman of the Committee,

Mr. S.S. Kelkar and Mr. Francois-Xavier Roger, all being Non-Executive Directors.

The brief description of the terms of reference of the Investment Committee is to approve

investments/disinvestments of the funds of the Company within the limits prescribed by the Board

from time to time. During the year under review two (2) meetings of the investment committee

were held on 23rd October, 2007 and 28th January, 2008.

(ii) Nomination Committee:

The Nomination Committee comprises of Mr. Nusli N Wadia, Chairman of the Committee andMr. Nimesh N Kampani.

The terms of reference of this Committee were to identify and recommend to the Board the

appointment of the Managing Director/Wholetime Director/Chief Executive Officer of the Company.

During the year under review, no meeting of the said committee was held as there were no

appointments for consideration.

(iii) IPR Committee:

The Board at its meeting held on 31st May, 2006 constituted a Committee of Directors to address

all matters relating to the Companys Intellectual Property Rights (IPR).

Presently the Committee consists of the following Directors as members:

Mr. Nimesh N Kampani Chairman of the CommitteeMr. Keki Dadiseth

Ms. Vinita Bali


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Mr. Nusli N. Wadia ceased to be a member of the Committee with effect from 19th September, 2007.

Dr. Vijay L Kelkar ceased to be a member of the Committee with effect from 31st December, 2007 on his

resignation as a Director.

The terms of reference of this Committee includes examining issues relating to protection of ownership andusage of the Companys Intellectual Property Rights and to determine, approve and finalise the terms and

conditions of its licensed usage by others. The said Committee met on two (2) occasions during the year

2007-08.

4. GENERAL BODY MEETINGS

(a) Location and time where last three Annual General Meetings were held and the Special Resolutions

passed thereat:

Date Location Time Special Resolutions Passed

19th Sep. 07Hyatt Regency, JA-1, Sector III,

Salt Lake City, Kolkata 700 098 10.30 a.m. NIL

1st Aug. 06

Science City

Main Auditorium, JBS HaldaneAvenue, Kolkata - 700 046.

10.30 a.m.

Approval of Employee Stock Option

Scheme.

20th Jul. 05Hotel Oberoi Grand15, Jawaharlal Nehru Road

Kolkata - 700 013.

10.30 a.m.Approval of remuneration payable toNon Executive Directors by way of

commission on profits.

(b) Whether any Special Resolutions were passed last year through postal ballot: No.

(c) Whether any Special Resolution is proposed to be passed through postal ballot this year: No.

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:

Related party transactions in the ordinary course of business are reported to the Audit Committee.

None of them were (i) not in the normal course of business, or (ii) not on arms length basis, or (iii) in

conflict with the interests of the Company at large, including the related party transactions that are

disclosed under item 25 of Schedule T to the accounts for the year 2007-08.

(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) Risk Management:

After a detailed review of the entire business risks, the Audit Committee of the Board has been

apprised about the major and medium business risks identified by the Company and the proposals by

the Company to mitigate them. The Company has been taking steps to mitigate foreseeable business

risks. Business risk evaluation and management is an ongoing and continuous process within theCompany and updated to the Audit Committee.

(d) Code of Conduct:

The Company has laid down a Code of Conduct for the members of the Board as well as for the

employees of the Company, including senior management. The code has also been posted on the

Companys website, www.britannia.co.in. The Managing Director has confirmed and declared that all

the members of the Board and the senior management have affirmed compliance with the Code of

Conduct.


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(e) Public, Rights and Other Issues:

During the year 2007-08, the Company did not make any public, rights or any other issue of securities.

(f) The financial statements for the year 2007-08 have been prepared in accordance with the applicable

Accounting Standards prescribed by the Institute of Chartered Accountants of India and as required

under the Companies (Accounting Standards) Rules, 2006.

(g) CEO/ CFO Certification:

Ms. Vinita Bali, Managing Director and Mr. Durgesh Mehta, Chief Financial Officer, have certified to the

Board in accordance with Clause 49(v) of the Listing Agreement pertaining to CEO/CFO certification

for the financial year ended 31st March 2008.

(h) Management Discussion and Analysis Report:

This has been separately attached to the Directors Report.

(i) Compliance Reports:

The Board has noted and reviewed the compliance reports of all laws applicable to the Company,

which were placed before each of its meetings held during the year 2007-08.

6. MEANS OF COMMUNICATION

Quarterly, Half-Yearly and Annual Results:

Quarterly, half-yearly & yearly financial results are published within the stipulated time as per the Listing

Agreement in leading newspapers, i.e., Financial Express (all editions) and Pratidin (Kolkata edition). The

Company also uploads financial results on its website, www.britannia.co.in.

As per the requirements of Clause 51 of the Listing Agreement, all the data relating to quarterly financial

results, shareholding pattern, etc. are uploaded to the website www.sebiedifar.nic.in.

The quarterly and the half-yearly reports are not separately sent to each shareholder. However, based on

individual requests from shareholders the Company provides the same to them individually.

No presentations were made to institutional investors or to the analysts during the year.

7. GENERAL SHAREHOLDER INFORMATION (a) Annual General Meeting - Date, Time and Venue

28th July 2008 10.30 a.m. at Hyatt Regency, JA-1, Sector III, Salt Lake City, Kolkata - 700 098.

(b) Financial calendar (tentative)

Period Approval of Quarterly results

For the first quarter ending 30th June 2008 End of July 2008

For the second quarter and half year ending 30th

September 2008

End of October 2008

For the third quarter ending 31st December 2008 End of January 2009

For the year ending 31st March 2009 1st or 2nd week of June 2009

(c) Book closure period : 16th July, 2008 to 28th July, 2008,

Both days inclusive.

(d) Dividend payment date : Within 10th August,2008.


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(e) Listing on Stock Exchanges The Companys equity shares are listed at:

1. Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort,

Mumbai - 400 023.

2. Calcutta Stock Exchange Association Limited, 7 Lyons Range, Kolkata - 700 001.

3. National Stock Exchange of India Limited, Exchange Plaza, 5th Floor, Bandra Kurla Complex,

Bandra (East) Mumbai - 400 051.

Listing fees as prescribed have been paid to all the aforesaid Stock Exchanges up to 31st March, 2009.

(f) Stock Code

Stock Exchange Stock Code

Bombay Stock Exchange (BSE) 500825

Calcutta Stock Exchange 10000038

National Stock Exchange (NSE) BRITANNIA

(g) Stock Price Data

Year/Month

Bombay Stock Exchange

(BSE)

(in Rs.)

National Stock

Exchange (NSE)

(in Rs.)High Low High Low

2007

April 1,281.10 1,215.00 1,279.45 1,213.65

May 1,604.40 1,306.60 1,613.30 1,310.40

June 1,574.80 1,461.50 1,575.45 1,460.05

July 1,759.10 1,574.95 1,743.30 1,570.95

August 1,647.05 1,511.00 1,643.45 1,522.65

September 1,623.10 1,456.50 1,618.50 1,453.85

October 1,528.10 1,358.05 1,540.65 1,355.90

November 1,561.20 1,481.30 1,543.05 1,482.90

December 1,519.15 1,451.10 1,514.60 1,458.25

2008

January 1,610.70 1,408.20 1,609.45 1,435.10

February 1,487.55 1,358.35 1,483.20 1,357.60

March 1,405.75 1,245.70 1,421.20 1,242.70

During the year 2007-08, there was no trading of Companys shares on Calcutta Stock Exchange.

(h) Stock Performance: (Comparison of closing price/index value on the respective dates)

Britan nia Vs. Sensex

1,000.00

1,100.00

1,200.00

1,300.00

1,400.00

1,500.00

1,600.00

1,700.00

1,800.00

31-Mar-07 30-Apr-0 731-May-07 30-Jun-07 31-Jul-07 31-Aug-07 30-Sep-07 31-Oct-07 30-No v-07 31-Dec-07 31-Jan-08 28-Feb-08 31-Mar-08

P

rice

(B

ritannia)

10000.00

11000.00

12000.00

13000.00

14000.00

15000.00

16000.00

17000.00

18000.00

19000.00

20000.00

21000.00

S

ensex

Bri tannia Price BS E Sensex


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2


(i) 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 year ended 31st March, 2008,

the Company has credited an aggregate amount of Rs. 12,77,074/- to the Investor Education and

Protection Fund (IEPF).

As at 31st March, 2008, the Companys unclaimed dividend account had a balance of

Rs. 1,38,64,838/- representing unclaimed dividend for the years 2001-2007. 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.

(j) Registrar & Transfer Agents

M/s. Sharepro Services (India) Pvt. Ltd., is the Registrar and Transfer Agents of the Company and

handle 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 below address.

M/s. Sharepro Services (India) Pvt. Ltd. (Registered Office)

Unit: Britannia Industries Limited

Above Bank of Baroda

Satam Estate, 3rd Floor

Cardinal Gracious Road,

Chakala, Andheri (E),

Mumbai - 400 099

Tel: (022)-2821 5168/2832 9828/67720300/67720351

Fax: (022)-2837 5646

Contact Person: Ms. Indira P. Karkera

Email: [email protected], or [email protected]

Share transfers, where documents are found to be in order, were registered and returned in the

normal course within a period of two weeks from the date of receipt of the documents. Requests

for dematerialisation/rematerialisation of shares were processed and confirmation was given to the

depositories i.e. NSDL or CDSL, as the case may be, within 15 days of receipt.

(k) (i) Distribution of shareholding as on 31st March, 2008

Group of SharesNo. of

Shareholders

No. of Shares

Held

% to

Total Shares

1 to 500 24,272 1,933,912 8.09

501 to 1000 488 349,191 1.46

1001 to 2000 258 371,374 1.56

2001 to 3000 81 201,011 0.84

3001 to 4000 45 159,675 0.674001 to 5000 33 148,855 0.62

5001 to 10000 80 559,315 2.34

10001 & above 75 20,166,830 84.42

Total 25,332 23,890,163 100.00


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(ii) Shareholding pattern as on 31st March, 2008

Category of Shareholder No. ofShare-

holders

Total No. ofshares

No. of sharesheld in demat

form%

A. Shareholding of Promoter &

Promoter Group1. Indian

Individuals/HUF

Central/State Government

Bodies Corporate

Financial Institutions/Banks

Any Other

1

-

1

-

-

450

-

300

-

-

450

-

-

-

-

0.00

-

0.00

-

-

SUB TOTAL (A)(1) 2 750 450 0.00

2. ForeignIndividuals (NRI/ForeignIndividuals)

Bodies Corporate

Institutions

Any Other

-

6

-

-

-

12,173,219

-

-

-

1,392,319

-

-

-

50.96

-

-SUB TOTAL (A)(2) 6 12,173,219 1,392,319 50.96

Total shareholding of Promoter &

Promoter Group (A) = (A)(1) + (A)(2)

8 12,173,969 1,392,769 50.96

B. Public Shareholding

1. InstitutionsMutual Funds/UTI

Financial Institutions/Banks

Central/ State Government(s)

Venture Capital Funds

Insurance Companies

Foreign Institutional InvestorsForeign Venture Capital Investors

Any Other

25

20

-

-

9

24-

-

1,680,226

15,519

-

-

2,639,980

2,777,550-

-

1,679,296

13,295

-

-

2,639,703

2,777,550-

-

7.03

0.06

-

-

11.05

11.63-

-SUB TOTAL (B)(1) 78 7,113,275 7,109,844 29.77

2. Non InstitutionsBodies Corporate

Individuals

(i) Individual shareholders holding

nominal share capital upto Rs. 1

lakh(ii) Individual shareholders holding

nominal share capital in excess of

Rs. 1 lakh

Others- Trusts

497

24,706

36

7

259,334

3,476,728

862,529

4,328

237,767

2,432,135

524,870

4,328

1.09

14.55

3.61

0.02

SUB TOTAL (B)(2) 25,246 4,602,919 3,199,100 19.27

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

25,324 11,716,194 10,308,944 49.04

TOTAL (A) + (B) 25,332 23,890,163 11,701,713 100.00

C. Shares held by custodians and against

which Depository Receipts have been

issued- - - -

GRAND TOTAL (A)+(B)+(C) 25,332 23,890,163 11,701,713 100.00


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(l) Dematerialisation of Shares: 11,701,713 shares representing 48.98% of the total equity capital wereheld in dematerialised form with the National Securities Depository Limited and Central DepositoryServices (India) Ltd. as on 31st March 2008. It may be noted that out of 50.96% of the Foreign Promotersholding, 45.13% of total equity capital is held in physical form. If these shares are excluded, then89.26% of the total equity capital can be said to be held in dematerialised form.

(m) Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion dates and likelyimpact on equity

Not applicable

(n) Plant Locations

Kolkata 15, Taratola Road, Kolkata - 700 088.

Delhi 33, Lawrence Road, Delhi - 110 035.

Mumbai Reay Road (East), Mazagaon, Mumbai - 400 010.

Chennai M.T.H Road, Padi, Chennai - 600 050

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

RudrapurDistrict Udham Singh Nagar, Uttarakhand.

Plant at Mumbai: Pursuant to Labour Commissioners Order under Section 25-O of the IndustrialDisputes Act, 1947, production at the Company owned plant at Mumbai was closed effective March

24, 2004. However, based on the appeal filed by the workers union, the Industrial Tribunal reversed

the Order of Labour Commissioner. The Company has preferred an appeal before the Mumbai HighCourt against the reversal and the Court proceedings are underway.

Plant at Chennai: In April 2008 the Company offered a Voluntary Retirement Scheme, which has

been accepted by all the workmen at the Companys manufacturing unit at M.T.H Road, Padi,

Chennai - 600 050. Consequently the manufacturing operations at the said unit has been suspended

effective April 7, 2008.

(o) Address for correspondence

Registered Office Executive Office

Britannia Industries Limited5/1A, Hungerford StreetKolkata - 700 017

Tel : (033) 22872439/ 2057Fax : (033) 22872501Contact Persons: Mr. B K Guha/Ms. Pousali SinhaEmail: [email protected],

[email protected]

Britannia Industries LimitedBritannia Gardens, Airport Road,Vimanapura,

Bangalore - 560 017.Tel : (080)66928000/8232Fax : (080)25263265Contact Persons: Mr. V. Madan/Mr.

britannia annualreport2007-08

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