The Directors present their Report together with the Audited Financial Statements for the year ended 31 March 2019.

I. FINANCIAL PERFORMANCE

a. Standalone Financial Results

Rs. in Crores

b. Overview of Company Performance

Your Company reported consolidated revenue growth of 10.8% for FY 2018-19. This was made possible through heightened innovations, expansion in distribution and cost efficiency programs.

During the year, your Company celebrated its 100^th year and refreshed its identity with the launch of the new Britannia logo signifying “Excitement and Goodness”. Massive multi media campaigns viz., T.V, radio engagements, social media, digital campaigns, outdoor advertising, sponsorships and newspaper publications were conducted to bring alive the Britannia identity and celebrate 100 years.

As it enters the next century, your Company has outlined a vision of becoming a “Global Total Foods Company” and has:

- Entered new categories - Salted Snacks, Croissants, Cream Wafers and Flavoured Milkshakes.

- Launched new-to-market innovations under the Biscuits, Cake, Rusk and Dairy categories.

- Built technologically superior factories at Integrated Food Park, Ranjangaon, Maharashtra, Guwahati and Special Economic Zone (SEZ), Mundra.

- Expanded its footprint in International Business by setting up a greenfield plant at Nepal.

- Increased its direct reach and rural distribution.

c. Consolidated Financial Performance

Consolidated Financial Statements prepared in accordance with Section 133 of the Companies Act, 2013 read with rules made thereunder and Indian Accounting Standards (Ind AS) along with the Auditor’s Report form part of the Annual Report.

Consolidated Sales of your Company for the financial year ended 31 March 2019 is Rs. 10,973.46 Crores vis-a-vis Rs. 9,905.63 Crores in the previous year, registering a growth of 10.8%. Consolidated Net Profit attributable to owners of the Company for the financial year ended 31 March 2019 is Rs. 1,159.12 Crores vis-a-vis Rs. 1,004.23 Crores in the previous year, registering a growth of 15.4%.

d. Subsidiaries, Associates and Joint Ventures

A report on the financial performance of each of the Subsidiaries and Associates included in the Consolidated Financial Statements is provided in Form AOC-1 and forms part of this Annual Report. The audited financial statements of all the subsidiaries are available on the website of the Company www.britannia.co.in.

During the year, voluntary winding up of Daily Bread Gourmet Foods (India) Private Limited was initiated considering the unviability of the business in spite of the best efforts taken by the Company to revive the same.

e. Dividend

Your Directors are pleased to recommend a dividend of 1500% which amounts to Rs. 15 per share (face value Rs. 1 per share) for consideration and approval by the Members at the ensuing Annual General Meeting. The total dividend payout including dividend distribution tax amounts to Rs. 434.57 Crores.

f. Reserves

Your Company has transferred an amount of Rs. 112.22 Crores to the General Reserve for the financial year ended 31 March 2019.

g. Share Capital

During the year under review, your Company has allotted 99,999 equity shares of Rs. 2 each upon exercise of options under Britannia Industries Limited Employee Stock Option Scheme. Consequently, the paid up equity share capital of your Company has increased by Rs. 1,99,998 during the year.

II. OPERATIONAL PERFORMANCE

a. The Britannia Promise to Spread Delight

The Britannia Promise to delight consumers has been the driving force behind its success over 100 years. The commitment to provide fresh, exciting, tasty and innovative products of the highest quality continues to be at the core of your Company’s beliefs. The special relationship that consumers enjoy with each of your Company’s products is testimony to the care and thought with which they are made.

The initiatives being taken towards introducing new products, establishing state-of-the-art R&D and manufacturing facilities and increasing outreach to new markets through the strategic expansion plan based on the principle of ‘one new market a year’ are enabling your Company to deliver on its promise of being a “Global Total Foods Company’’.

b. Supply Chain & Operations

Your Company continued to focus on improving competitiveness in its operations through various Cost Efficiency and Operational Excellence Programs across the value chain. During the year, various non-value added activities have been eliminated through value stream mapping exercise across major manufacturing units, thereby resulting in significant productivity improvements.

Your Company has successfully commissioned Biscuits and Cake lines at the Integrated Food Park, Ranjangaon, Maharashtra and Salted Snacks line at Bidadi factory, Karnataka. This enabled your Company to launch Croissants, Swiss Roll, Layer Cakes, Cream Wafers and Salted Snacks during the year.

As part of your Company’s strategy of expanding International Business, a Greenfield Plant has been set up in Nepal which got operationalized in April 2019. Production has also been scaled up at your Company’s factory in the Special Economic Zone (SEZ), Mundra to meet export requirements.

c. Environment, Health and Safety

Environment, Health and Safety are among the core values of your Company. In order to promote zero accident culture, your Company conducted various training & awareness programs and installed line/area monitors at its factories.

Employees are encouraged to report all near miss incidents so that preventive actions can be taken to avoid any mishap.

A structured program of reviewing risk assessment at machine levels and EHS steering committee are in place to review the overall strategy, risks and the status of actions implemented across all factories. All Company owned manufacturing units, other than the units just commercialized, have been certified for compliance to OHSAS 18001 system requirements.

Your Company has constituted a Central Medical Council, led by Occupational Health experts, which advises site based medical and paramedical staff to proactively manage health and wellness of all the employees. The medical council helps to build capability of factories on industrial health and hygiene in line with compliance requirements.

d. Quality Programs

Your Company continued its efforts at improving quality of its products to ensure delivery of superior, safe and compliant products to its consumers.

You would be happy to know that all the existing manufacturing units of your Company including contract manufacturing units are certified by an accredited third party in accordance with ‘Hazard Analysis Critical Control Points’ (HACCP) / ISO 22000 standards and operate in compliance with stringent food safety and quality standards.

Your Company has received American Institute of Baking (AIB) Certification for 6 of its manufacturing units through its consistent efforts towards compliance with Global Food Safety Standards.

Your Company’s “Consumer Care Cell’’ is compliant to the ‘Global standards on customer satisfaction & Guidelines on complaint handling’ and sustained the ISO 10002 certification during the year.

You will be delighted to know that your Company was recognised as “Food Company of the Year 2018’’ in the India Food Safety Excellence Awards 2018 organized by SYNNEX this year.

e. Research and Development (R&D)

Your Company is leveraging its R&D capabilities towards becoming a “Global Total Foods Company’’. The investments in R&D have begun to yield results with the launch of twenty four (24) exciting new products during the year under review. Some of the products developed are new-to-market innovations which have enabled your Company’s entry into new adjacent categories whereas others are re-engineered or refreshed versions of existing products.

Your Company identified Salted Snacks as a category with significant potential and the R&D team worked to develop and deliver delightful baked “Time Pass Groovy Chips’’ in 3 variants - Minty Pudina, Pickled Mango and Spicy Tomato and “Time Pass Funsticks’’ in 2 variants - Tomato Twist and Masala Munch.

Your Company launched centre filled Croissants under the ‘Treat’ brand in 2 variants - Vanilla and Cocoa.

Wafer is another growing category in India and the R&D team developed organoleptically superior “Treat Creme Wafers’’ in Choco, Vanilla, Orange and Strawberry variants.

Your Company entered the Milkshakes category during the year and has launched 4 variants of healthy and tasty “Winkin Cow Thick Shakes’’ in convenient UHT pack format.

You will be delighted to know that your R&D team developed a unique crispy open sandwich biscuit combining smooth cream and rich chocolate experience, which has been launched as “Treat Stars” in 2 variants - Creme & White Choco Duo and Creme & Milk Choco Duo. Your Company has also launched a new product “Treat Burst” to deliver premium chocolate experience to its consumers.

The year also witnessed development and launch of exciting new products in the Cake category - “Cake Roll Yo” in 2 variants - Strawberry and Choco; “Layerz Choco”; “Muffills Double Choco” and “Fudge it” - a first-of-its-kind Choco brownie product.

Your Company re-launched “Pure Magic Chocolush” & ”Chunkies Triple Choco Chips” and also launched Wonderfulls Butter Jeera and Mixed Fruit.

Your Company’s continued focus on delivery of healthier, nutritious and delightful products to consumers led to the launch of “Nutrichoice Digestive Oats and Chocolate” combining the goodness of Oats with the indulgence of Chocolate; “Vita Marie Gold Whole Wheat” made with whole wheat flour (Atta) and “Milk Bikis Yummy Choco Smileys” made with crunchy chocolate biscuits sandwiched with milk creme.

Your Company also developed and launched “Toastea - Multigrain”, a first-of-its-kind double baked rusk made using Wheat, Ragi and Oats.

As part of its continuing efforts to ‘Make a Difference’ to the community, your Company invested significantly in research and development to address key nutritional deficiencies. According to National Family Flealth Survey 4 (2015-16), anaemia continues to be a prime health concern across India with ~53% of the women being anaemic. In order to address Iron Deficiency Anaemia (IDA), your Company has developed a tasty and affordable Iron & Folic Acid fortified biscuit delivering 50-75% RDA of these nutrients to the women.

Your Company aims to recycle and reduce usage of plastic in its portfolio. The R&D Team has been continuously working to develop laminates with better functional property and reduced usage of plastic. Your Company has successfully completed pilot Extended Producers’ Responsibility (EPR) initiatives in Delhi NCR and Maharashtra for multilayer packaging waste collection and energy recovery in association with IPCA (Indian Pollution Control Association) and NEPRA (Neha Pranali).

You will be glad to know that your Company’s R&D Chemical, Biological and Mechanical testing laboratories are accredited by the “National Accreditation Board for Testing and Calibration Laboratories (NABL)” in accordance with ISO/IEC 17025:2005.

f. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

Details of energy conservation, technology absorption, foreign exchange earnings and outgo in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given as Annexure ‘A’ to this Report.

g. Brands

As your Company stepped into a new century of exciting opportunities, creative marketing strategies and interventions were undertaken to bring alive its new identity and strengthen its relationship with consumers.

A brand new Britannia, reaffirming “Excitement and Goodness”

As part of its centenary celebrations, Britannia unveiled a brand new logo after 20 years. The logo exemplifies ‘Excitement and Goodness’ and showcases Britannia’s determination to be at the forefront of various categories of food consumed by diverse demographics, both in India and globally. The emphasis on Excitement and Goodness, two attributes closely identified with Britannia in consumer research findings and strongly associated with and forming part of the core reasons behind the consumption of food, marks a refreshing new phase for the Britannia brand. The logo also reflects Britannia’s ability to thrive in the age of the newness seeking millennial consumers.

The new brand identity aims to elevate the brand for the future through a design that is simple and elegant, yet uniquely representing everything Britannia aims to be - a Company that is exciting, offers goodness and meets consumers where they are.

Defining brands & creating a cohesive portfolio

Your Company undertook a ground up exercise to sharpen and tighten the ‘brand lighthouse’ for each of its brands with the objective of owning a well-defined purpose in the consumers’ lives that would enable meaningful conversations beyond mere product functionality.

Some of the significant purposes crafted for our power brands were ‘Good Day’ which inspired moments of everyday optimism; ‘Bourbon’ which emphasized real friendship moments amongst youth; Treat was about inspiring tweens to have “fun-in-the-middle” of the mundane; Nutrichoice made people believe that the choices they make, make them the people they are; Marie Gold’s purpose is to fuel the realization that in every home maker there is an athlete and 50-50 has encouraged home makers to break away from the shackles of sweetness.

In the process, your Company’s ability to address different consumers through different flagship brands has been strengthened, thereby enabling the mother brand Britannia to come alive across the entire spectrum of consumers.

Creating large scale experiential activations centred on brand purpose

In the Centenary year, Britannia’s 2^nd largest brand, Marie Gold launched a first ever, nationwide initiative to fund Women’s Entrepreneurship. The Britannia Marie Gold My Start Up initiative was undertaken to address some of the barriers faced by women and nudge homemakers across the country to take the first step towards their entrepreneurial journey. The advocacy campaign run in the 4^th quarter, rewarded ten homemakers with Rs. 10 lakhs to start their businesses. The brand further commissioned a first-of-its-kind Survey - the Britannia Marie Gold Indian Women Entrepreneurship Report 2018, a customized study conducted by Nielsen for Britannia, among 1270 women across 8 cities. The report revealed the biggest barriers that hold homemakers back from pursuing their dreams of starting their own ventures and received wide coverage across national media.

Thanking India’s consumers, the “Sau Saal Jiye” campaign to commemorate 100 years 100 years is a glorious milestone, one that Britannia has reached because of the trust, love and blessings of its consumers. The campaign was Britannia’s ‘Thank You’ to India derived from an idiom which is a part of every Indian language, the instinctive reaction of - ‘Tu Sau Saal Jiyega’ (You are going to live to a 100 years!) when someone/something thought of, arrives. The TV Campaign was about how Britannia has turned 100 only because it has always been there for its consumers, whenever needed most. It was one of the biggest campaigns undertaken by your Company spread across TV, Print, Outdoor and Digital and touching a large part of the country’s population.

Building stronger brands and product portfolios through powerful re-launches - Bourbon, 50-50, Nicetime, Chocolush and Good Day Chunkies

The re-launch of your Company’s products have helped strengthen some of the core brands through product organoleptic superiority, visual product differentiation and unique identity. The brand propositions of all the power brands were elevated to give the brands a purpose and personality through these re-launches.

Innovation Leadership: Britannia has re-enforced its thought & market leadership through multiple successful innovations

Your Company was successful in disrupting the Indian biscuit market with some path breaking innovations like Deuce during the year. Your Company has a larger share of total biscuit innovations when compared to the market share in biscuits.

Encouraged by the success in innovations, your Company has, in its 100^th year, set its sights on reimagining biscuits for the country with never-seen-before innovations and renovations like Treat Burst, Treat Stars, Whole Wheat Marie and 50-50 Jeera.

Pioneering category creation through new to market product concepts and formats

Healthy snacks are seen as boring, tasteless and tedious to have on a regular basis. With these deeply entrenched notions of the category, the Nutrichoice brand which is the leader in premium health continued to fight the challenge of getting people to adopt the category. Category penetration is still very low at 1.6%. Key building blocks for driving category growth were communication to build relevance; breaking price barriers through democratization and competitive pricing strategies and innovations designed to overcome taste barriers such as Chocolate Oats cookies.

Treat Stars is another first-of-its-kind product for indulgence seeking consumers. The open sandwich cream biscuit developed with proprietary technology is a showcase of pioneering innovation.

Wooing the millennial, digital native consumers through always - on Digital content:

Your Company has identified the unique challenges to be addressed through digital media and crafted a content strategy.

Brands like Good Day and Marie Gold established ‘point of view’ and purposive content on various digital platforms.

Little Hearts, a digital only brand, launched a first-of-its-kind Heartbreaker’s Handbook - a 101 guide to cutting through the typical mush seen amongst millennials. The Handbook was also retailed on e-commerce giants Amazon and Flipkart and through a partnership with Cafe Coffee Day, the Handbook will be available for reading in hundreds of outlets across the country.

Good Day Chunkies premium gourmet cookie partnered with YouTube to launch a first-of-its-kind Dessert Carnival. The series curated ‘Do It Yourself’ recipe videos from the country’s top pastry chefs and YouTube creators like Mini Mathur, Amrita Raichand, Shipra Khanna, Nisha Madhulika and got an organic reach of 15 million.

In another first-of-its-kind digital initiative, your Company’s largest brand, Good Day pioneered the launch of India’s first digital radio station for youth called Campus Radio. Created in partnership with Radio Mirchi and Gaana, the radio station is a 24*7 destination for youth to snack on music and be on top of the music landscape.

Britannia, India’s Most Trusted Food Brand: In the reputed ‘Most Trusted Brands’ survey conducted every year by The Economic Times Brand Equity, Britannia won the coveted position of Most Trusted Food brand in the country. It is most rewarding to have won back the position in the Centenary year of Britannia, a testimony to the immense love and trust bestowed upon your Company by consumers across diverse age groups and demographics.

Awards won in FY 2018-19: Your Company was honoured with the following:

- The Economic Times Brand Equity ‘Most trusted food brandRs. 2018

- Interbrand Best Indian Brands Award 2019

- Pitch Best CMO Awards for Consumer Connect

- Best Mini Mobile game activation for Little Hearts at Mobexx Awards 2018

III. DIRECTORS

a. Appointment/Re-Appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ness N Wadia, Non-Executive Director is retiring by rotation at the ensuing Annual General Meeting (AGM) and is eligible for re-appointment.

The Board of Directors at their Meeting held on 1 July 2019, on the basis of the recommendation of the Nomination and Remuneration Committee, has proposed the re-appointment of Mr. Ness N Wadia for approval of the shareholders at the ensuing AGM of the Company.

During the year under review, the Board of Directors at their meeting held on 7 February 2019 appointed Mrs. Tanya Arvind Dubash as an Additional and Independent Director of the Company w.e.f. 7 February 2019 subject to approval of the shareholders at the ensuing AGM of the Company.

Pursuant to the provisions of Section 149 and 152 read with Schedule IV of the Companies Act, 2013, Mr. AvijitDeb,Mr. Nimesh Kampani, Mr. Keki Dadiseth, Dr. Ajai Puri and Mrs. Ranjana Kumar were appointed as Independent Directors by the shareholders at the Annual General Meeting held on 12 August 2014 for a period of 5 years and their term comes to an end on 11 August 2019.

As per the provisions of Section 149(10) of the Companies Act, 2013, Independent Directors can be re-appointed for another term of 5 years on passing special resolution by shareholders of the Company.

Mr. Nimesh Kampani and Mrs. Ranjana Kumar, Independent Directors have expressed their desire to retire from the Board upon completion of their current term as Independent Directors.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee at their Meeting held on 1 July 2019 have proposed the re-appointment of Mr. Avijit Deb, Mr. Keki Dadiseth and Dr. Ajai Puri as Independent Directors for another term of 5 years w.e.f. 12 August 2019 for approval of the shareholders at the ensuing AGM of the Company.

During the year under review, Mr. S.S Kelkar resigned as Director of the Company w.e.f. 23 August 2018 due to his advancing age and desire to spend more time with family.

The Board placed on record its appreciation for the valuable contribution made by Mr. S.S Kelkar, Mr. Nimesh Kampani and Mrs. Ranjana Kumar to the Company’s growth during their tenure as Independent Directors.

b. Directors’ Responsibility

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

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

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Annual Accounts are prepared on a going concern basis;

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

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultant(s) and the reviews made by the Management and the relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and operationally effective during FY 2018-19.

IV. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company as part of its CSR initiatives has undertaken projects/programs in accordance with the CSR Policy. The details of the CSR activities are given as Annexure ‘B’ forming part of this Report.

V. EMPLOYEES

a. Key Managerial Personnel (KMP)

During the year under review, Mr. Jairaj Bham resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f. closing business hours of 12 October 2018.

The Board of Directors at their meeting held on 7 October 2018 appointed Mr. T.V Thulsidass as the Company Secretary and Compliance Officer of the Company w.e.f. 15 October 2018.

b. Particulars of Remuneration of Directors, KMPs and Employees

A statement containing the details of the Remuneration of Directors, KMPs and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure ‘C’ to this Report.

However, as per the provisions of Section 136 of the Companies Act, 2013, the report and financial statements are being sent to the Members and others entitled thereto after excluding the disclosure on particulars of employees. The disclosure is available for inspection by the Members at the Registered Office of your Company during business hours on all working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write an email to investorrelations@britindia.com.

c. Employee Stock Option Scheme (ESOS)

During the year, Britannia Industries Limited Employee Stock Option Scheme was amended with the approval of the shareholders at the 99^th Annual General Meeting held on 6 August 2018 to give effect, inter alia, to the following:

- To increase maximum number of equity shares from 8,75,000 to 17,75,000 that would be issued under the BIL ESOS;

- To make provision of financial assistance to employees for subscribing options granted under the BIL ESOS at such terms and conditions as may be decided by the Nomination and Remuneration Committee and Board from time to time; and

- To revise the provisions of the BIL ESOS in line with SEBI (Share Based Employee Benefits) Regulations, 2014.

Consequent to the sub-division of the face value of equity shares from Rs. 2 each to Rs. 1 each, the Britannia Industries Limited Employee Stock Option Scheme was further amended to increase maximum number of equity shares from 17,75,000 equity shares of Rs. 2 each to 35,50,000 equity shares of Rs. 1 each through postal ballot and e-voting on 15 October 2018.

The disclosure pursuant to the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and Section 62(1) (b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is given as Annexure ‘D’ to this Report.

d. Disclosure on Sexual Harassment of Women at Workplace

The Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. During the year, one complaint was received by the Company under Anti-sexual harassment Policy and the same was resolved satisfactorily.

VI. GOVERNANCE/SECRETARIAL

a. Corporate Governance

A Report on Corporate Governance for the financial year ended 31 March 2019 along with the Statutory Auditor’s Certificate on compliance with the provisions of corporate governance under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘SEBI Listing Regulations, 2015’) is forming part of the Annual Report.

b. Business Responsibility Report

Pursuant to Regulation 34(2) (0 of SEBI Listing Regulations, 2015 read with SEBI Circular No. CIR/ CFD/CMD/10/2015 dated 4 November 2015, the ‘Business Responsibility Report’ (BRR) of the Company for FY 2018-19 is forming part of the Annual Report.

c. Extract of Annual Return

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013 read with the rules made thereunder, the Extract of Annual Return of the Company has been disclosed on the website of the http://britannia.co.in/investors/annual-report.

d. Whistle Blower Policy

The details of Whistle Blower Policy are given in Clause No. 8 (c) of the Corporate Governance Report.

e. Board Evaluation

The details of evaluation of Directors, Committees and Board as a whole are given in Clause No. 3 (b) of the Corporate Governance Report.

f. Remuneration Policy

The details of the Remuneration Policy are given in Clause No. 3(b) of the Corporate Governance Report. Britannia Industries Limited Remuneration Policy for Directors, Key Managerial Personnel and other Employees is disclosed on the website of the Company Web Link: http://britannia.co.in/pdfs/ Code of conduct/policies/Remuneration-Policy-for-Directors-KMPs.pdf

g. Risk Management

Your Company has a well-defined risk management framework in place and a robust organizational structure for managing and reporting risks. Your Company has constituted a Committee of the Board to monitor and review risk management plan. Risk management process has been established across your Company and is designed to identify assess and frame a response to threats that affect the achievement of its objectives.

h. Independent Directors

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and SEBI Listing Regulations, 2015.

i. Board and Committees

The details of Board and its Committees are given in Clause No. 2 and 3 of the Corporate Governance Report.

j. Related Party Transactions

The framework for dealing with related party transactions is given in Clause no. 8(a) of the Corporate Governance Report.

During the year, your Company had not entered into any contract / arrangement / transactions with Related Parties referred in Section 188(1) of the Companies Act, 2013 read with the rules made thereunder. In accordance with Ind AS-24, the Related Party Transactions are disclosed under Note No. 44 of the Standalone Financial Statements.

k. Public Deposits

Your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

l. Particulars of Investments, Loans and Guarantees

The particulars of Investments, Loans and Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 read with the rules made thereunder are given in the Note No. 37, 38 and 39 of the Standalone Financial Statements.

m. Significant and Material Orders passed by the Regulators

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future.

n. Compliance with Secretarial Standards

During the year under review, the Company has complied with all the applicable Secretarial Standards

VII. AUDITORS

a. Statutory Auditors

At the 95^th Annual General Meeting of the Company held on 12 August 2014, M/s. B S R & Co. LLP, Chartered Accountants, (Firm Reg. No. 101248W/W-100022), were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 95^th Annual General Meeting until the conclusion of the 100^th Annual General Meeting, subject to ratification by the Shareholders.

Pursuant to the recommendation of the Audit Committee, the Board of Directors have recommended the re-appointment of M/s. B S R & Co. LLP, as the Statutory Auditors of the Company for a period of one year.

In this regard, M/s. B S R & Co., LLP, Chartered Accountants have submitted their written consent that they are eligible and qualified to be re-appointed as Statutory Auditors of the Company in terms of Section 139 of the Companies Act, 2013 and also satisfy the criteria provided in Section 141 of the Companies Act, 2013.

b. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s. Parikh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2018-19. The Secretarial Audit Report submitted by them is given as Annexure ‘E’ to this Report.

c. Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

VIII. INTERNAL FINANCIAL CONTROLS

The details of adequacy of Internal Financial Controls are given in Clause (I) of the Management Discussion and Analysis Report.

IX. ACKNOWLEDGEMENTS

Your 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

Nusli N Wadia

Place: Mumbai Chairman

Date: 1 July 2019 (DIN:00015731)