Bata India Ltd Directors Report.

Your Directors are pleased to present the 87th Annual Report covering the operational and financial performance of your Company along with the Audited Financial Statements for the financial year ended March 31, 2020.

FINANCIAL HIGHLIGHTS & PERFORMANCE

(Rs. in Million)

Particulars Financial Year ended on March 31, 2020 Financial Year ended on March 31, 2019
(Audited) (Audited)
Revenue from operations 30,534.51 29,284.44
Other Income 688.41 685.43
Total 31,222.92 29,969.87
Profit / (Loss) before Taxation 4,850.77 4,782.65
Provision for Taxation 1,581.62 1,486.05
Net Profit 3,269.15 3,296.60
Other Comprehensive Income / (Loss) (net of tax) (20.27) 1.38
Total Comprehensive Income 3,248.88 3,297.98

Your Company has prepared the Financial Statements for the financial year ended March 31, 2020 in terms of Sections 129, 133 and Schedule II to the Companies Act, 2013 (as amended) (the “Act”) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

During the financial year ended March 31, 2020, your Company achieved a turnover of Rs. 30,534.51 Million as compared to the turnover of Rs. 29,284.44 Million recorded during the previous financial year ended March 31, 2019. Revenue from operations for the financial year ended March 31,2020 has increased by 4% over the corresponding period last year. The Net Profit of your Company for the financial year ended March 31, 2020 stood at Rs. 3,269.15 Million as against the Net Profit of Rs. 3,296.60 Million for the financial year ended March 31, 2019. The Profit before Tax for the financial year ended March 31, 2020 reflects a growth of 1% over the corresponding Profit for the financial year ended March 31, 2019.

On a consolidated basis, your Company recorded a turnover of Rs. 30,561.14 Million during the financial year ended March 31, 2020 and achieved a consolidated Net Profit of Rs. 3,289.53 Million for the said financial year.

Your Company continued to be Indias leading footwear brand during the year under review by maintaining its focus on strengthening and diversifying its product portfolio, innovation in comfort, design and materials, new store openings and renovation, enhancing customer experience as well as by launching new marketing campaigns like “Power Fitness Challenge”, “Stay Camera Ready”, “New Arrivals Every Friday” and by continuing to implement “Sweeping Angela off her Feet” strategy. Despite the challenging economic environment and market headwinds, your Company maintained stable growth rate during the year under review and sustained its leadership position. The Company also focused on making itself agile by investing in I.T., modernization and upgradation of its operations and warehouse management systems.

Your Company also bolstered its omni-channel home delivery offerings in 900+ stores thereby increasing its Pan-India footprint. To offer category-leading experiences, multiple “Experience Centers” were opened offering services like 360 footscanning, customized insoles, medicated pedicure and shoe laundry. The Company also continued to rollout the “Red” Store design.

Triggered by increasing internet and smartphone penetration, the ongoing digital transformation in India has significantly helped the growth of e-commerce business in India. Your Company is, accordingly, ramping up its online marketplaces presence. It has a robust e-commerce network that delivers to over 1,300 cities and towns across India. In addition, your Company also sells its products through partners like Amazon, Myntra, Tata Cliq and Ajio, amongst others. Your Company has also introduced purchases via WhatsApp chat with the neighbourhood stores for our customers. Further developments on our e-commerce business have been covered subsequently in this Report.

The Distribution Business and B2B Business of your Company also showed promising growth with repeat orders and new customers.

“Bata Closed” and “Comfit” showed healthy growth last year and “Power” grew in double digit on the back of new products and “Power Fitness Challenge”.

With the Covid-19 pandemic impacting people across the globe, socially and economically, your Company also witnessed severe disruption in its operations, which tapered the annual performance of your Company. Given the “New Normal” of work from home, your Company is focusing on increasing online sales through Bata.in and other online marketplaces. Your Company has adopted “Survive, Revive, Revitalise and Thrive” strategy to drive footfalls, stay engaged with customers and continue to build the Brand Equity. With the health and hygiene of our customers and employees as the focus areas for the current year, the Company is striving to gain share and is also working on various cost optimisation measures.

As a responsible corporate citizen and a trusted Brand, your Company is committed through various initiatives including donation of 2 lakh pairs of shoes to assist the health care workers, volunteers and their families and the frontline fighters who have been helping the Country in recovering from the Covid-19 pandemic.

SHARE CAPITAL

The Authorized Share Capital of your Company as on March 31,2020 stood at Rs. 700 Million divided into 140,000,000 equity shares of Rs. 5/- each. The Issued Share Capital of your Company is Rs. 642.85 Million divided into 128,570,000 equity shares of Rs. 5/- each and the Subscribed and Paid-up Share Capital is Rs. 642.64 Million divided into 128,527,540 equity shares of Rs. 5/- each, fully paid-up.

DIVIDEND

In line with the Dividend Distribution Policy of the Company, your Board recommends a dividend of Rs. 4/- per Equity Share of Rs. 5/- each (i.e., 80%) for the financial year ended March 31, 2020. The dividend, if declared, by the Members at the forthcoming Annual General Meeting (AGM) shall be paid to the eligible Members of the Company from Wednesday, August 19, 2020 onwards. The total payout of aforesaid dividend amount would be approximately Rs. 514.11 Million. The said Dividend Distribution Policy has been annexed to this Boards Report as Annexure - I and has also been uploaded on the website of the Company at www.bata.in and is available at the link https://www.bata.in/0/pdf/DividendDistributionPolicy-BIL.pdf

GENERAL RESERVE

The Company has not transferred any amount to the General Reserve during the financial year ended March 31, 2020. CREDIT RATING

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

DEPOSITS

Your Company has no unclaimed or unpaid matured deposit or interest due thereon since December 31,2013. Your Company has not accepted any deposits covered under Chapter V - Acceptance of Deposits by Companies under the Act during the financial year ended March 31, 2020.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

In terms of Section 186 of the Act and Rules framed thereunder, details of the Loans given and Investments made by your Company have been disclosed in Note No. 5 of the Notes to Financial Statements for the year ended March 31,2020, which forms part of this Annual Report. Your Company has not given any guarantee or provided any security during the year under review.

RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2020, all transactions with the Related Parties as defined under the Act read with Rules framed thereunder, were in the ordinary course of business and at arms length basis. Your Company does not have a Material Subsidiary as defined under Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (the “Listing Regulations”).

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

Since all Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arms length basis, therefore, details required to be provided in the prescribed Form AOC - 2 are not applicable to the Company. Necessary disclosures required under the Ind AS 24 have been made in Note No. 35 of the Notes to the Financial Statements for the year ended March 31, 2020.

Investor Education and Protection Fund (IEPF)

In compliance with the provisions of Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) as amended from time to time, the Company has deposited a sum of Rs. 19,45,878/- into the specified bank account of the IEPF, Government of India, towards unclaimed or unpaid dividend amount for the financial year ended December 31, 2011.

As per the said Rules, the corresponding equity shares in respect of which Dividend remains unclaimed or unpaid for seven consecutive years or more, are required to be transferred to the Demat Account of the IEPF Authority. During the year under review, the Company has transferred 22,527 underlying Equity Shares to the Demat Account of the IEPF Authority, in compliance with the aforesaid Rules.

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

Except those disclosed in this Annual Report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year, i.e., March 31, 2020 and the date of this Report.

SUBSIDIARIES

The Company has three wholly owned subsidiaries viz., Bata Properties Limited, Coastal Commercial & Exim Limited and Way Finders Brands Limited. During the year under review, no company became or ceased to be a subsidiary, joint venture or associate of the Company.

The Annual Reports of these Subsidiaries will be made available for inspection by any Member of the Company at the Registered Office of your Company at 27B, Camac Street, 1st Floor, Kolkata - 700016, West Bengal between 11:00 A.M. and 1:00 PM. on any working day upto the date of ensuing AGM. The Annual Reports of the aforesaid Subsidiaries for the financial year ended March 31, 2020 shall be provided to any Member of the Company upon receipt of written request. In view of the continuing statutory restrictions on the movement of persons at several places in the Country, Members may also send an advance request at the e-mail id - share.dept@bata.com for an electronic inspection of the aforesaid documents.

The Annual Reports along with the Audited Financial Statements of each of the Subsidiaries of your Company are also available on the website of the Company at www.bata.in

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

The Audited Consolidated Financial Statements (CFS) of your Company for the financial year ended March 31,2020, prepared in compliance with the provisions of Ind AS 27 issued by the Institute of Chartered Accountants of India (ICAI) and notified by the Ministry of Corporate Affairs (MCA), Government of India also form part of this Annual Report.

Details of the Subsidiaries are given in the Extract of Annual Return in Form No. MGT - 9 as on March 31, 2020 and the same is annexed as Annexure - II to this Boards Report. The Annual Return referred to in Section 92(3) of the Act has been uploaded on the website of the Company at www.bata.in and is available at the link https://www.bata.in/bataindia/a-29_s- 181_c-42/investor-relations.html

AUDIT AND AUDITORS

Statutory Auditors

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

Your Company has received a certificate from M/s. B S R & Co. LLP, Chartered Accountants confirming their eligibility to continue as the Auditors of the Company in terms of the provisions of the Act and the Rules framed thereunder and also a copy of the certificate issued by the Peer Review Board (ICAI) as required under Regulation 33 of the Listing Regulations.

The reports given by the Auditors on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2020 form part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reports. The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

Secretarial Auditors

In terms of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), your Board at its meeting held on February 6, 2020 appointed Mr. Pawan Kumar Sarawagi (ICSI Membership No. FCS 3381 and C. P. No. 4882) of M/s. P. Sarawagi & Associates, Company Secretaries, 27, Brabourne Road, Kolkata - 700001, as the Secretarial Auditors of the Company, to conduct the Secretarial Audit for the financial year ended March 31,2020 and to submit Secretarial Audit Report.

The Secretarial Audit Report as received from M/s. P. Sarawagi & Associates in the prescribed Form No. MR - 3 is annexed to this Boards Report and marked as Annexure - III. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

CORPORATE GOVERNANCE

In compliance with Regulation 34 of the Listing Regulations read with Schedule V thereto, the Corporate Governance Report of your Company for the financial year ended March 31,2020 is annexed as Annexure - IV and forms part of this Annual Report.

SIGNIFICANT AND MATERIAL LITIGATIONS / ORDERS

During the year under review, there were no significant material orders passed by the Regulators / Courts and no litigation was outstanding as on March 31,2020, which would impact the going concern status and future operations of your Company. The details of litigation on tax matters are disclosed in the Auditors Report and Financial Statements which form part of this Annual Report.

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

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

MANUFACTURING AND SOURCING

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

To upgrade our associates and our own factories, we have also embarked upon “Manufacturing Excellence” programme driven by CII (Confederation of Indian Industry) & ICME (Indian Centre for Research and Manufacturing Excellence) to build up their capability which comprehensively covers continuous improvement programs such as 5S, TEI, Integrated Quality & Sustenance Management, etc. In regard to this, your Company was recognized in the category of “Zero defect manufacturing” & “Best Kaizen in environment” in Large Sector at the 12th CII Confederation on National Competitiveness & Cluster Summit held in National Capital and was also recognized in National Kaizen Circle Competition summit held in National Capital.

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

RESEARCH AND DEVELOPMENT ACTIVITIES AND ENERGY CONSERVATION

Research and Development activities, during the year under review, continued to emphasize on creating a pollution-free and a safe work environment. Technological improvement in product development, material development, introduction of new footwear moulds, process improvement, etc. were the key focus areas to improve quality of footwear and productivity in manufacturing. During the year under review, your Company developed vulcanizable shoe with Microfiber synthetic Upper material & Rubber Sole.

An expenditure of Rs. 70.66 Million was incurred on Research and Development (including product development initiatives) during the year under review, as against Rs. 66.31 Million during the financial year 2018-19. Research and Development Centres at Batanagar, Bataganj & Batashatak manufacturing units of the Company, are approved by the Department of Science & Technology, Government of India.

Further information on conservation of energy and technology absorption are annexed to this Report and marked as Annexure- V.

CORPORATE SOCIAL RESPONSIBILITY

Your Company works on the belief that organizations should exist to serve a social purpose and enhance the lives of people connected through its business. The Company has a CSR Policy in place which aims to ensure that the Company continues to operate its business in an economically, socially and environmentally sustainable manner, while recognizing the interests of all its stakeholders. It takes up CSR programmes which benefit the communities in and around the vicinity of its operational presence, resulting in enhancing the quality of lives of the people in those areas.

Your Company has spent an amount of Rs. 75.93 Million during the financial year 2019-20 as against its 2% obligation amounting to Rs. 71.84 Million, thereby exceeding its entire CSR obligation. Your Company made significant strides to harness all its resources towards successful execution of the CSR projects across all locations.

Details of composition of CSR Committee and other relevant details have been provided in the Corporate Governance Report. The Annual Report on CSR activities is appended as Annexure - VI to this Report.

Model Schools under Bata Childrens Programme (BCP)

Bata Childrens Programme (BCP) is a Global programme which aims to work for the children from the underprivileged background and is operational in more than 30 countries wherever Bata has operations. Under BCP, your Company worked with around 4,000 children across the 7 schools adopted under BCP near our factories and Corporate Office. A new school was adopted near the Batashatak factory in Hosur.

A need-based analysis is done to map the essential requirements of the schools on infrastructure upgradation and basic sanitation requirements. Thereafter, larger programmes are implemented which focus on holistic approach such as promotion of STEM learning through setting up of science and computer labs, a comprehensive improvement on reading/writing skills through setting up of libraries, monitoring and improving overall health of children through regular health check-up camps and awareness sessions, life skills workshops on good touch bad touch, substance abuse, promotion of sports and well-being workshops.

During the year under review, your Company collaborated with a team from Piramal Foundation and Enable Health Society (EHS) to set up Water Filtration Plants at 2 schools in Gurgaon, providing clean drinking water to more than 1300 kids & staff. During the assessment of the drinking water quality, it was found out that the TDS levels in the water were very high as compared to the WHO standards which lead to serious diseases and illness. The filtration plant comes with a real time monitoring mechanism to monitor water quality, production, consumption and overall health of the machine.

In association with NIIT Foundation (NF), a new computer lab with 10 computers was set up at a Patna school with online learning modules. Teachers were trained by NF, lesson plans and syllabus were customized and structured as per the learning levels of the children, children were provided books and assessment was conducted with NF certification.

A significant level of improvement in the knowledge levels of the children was observed during the year under review through various programmes. Through the creative science workshops where children learn by using simple science kits, we could see almost 30% improvement in the knowledge levels of the children in their science topics. This year, digital sessions were introduced to make the learning more impactful and enjoyable.

Through our library program, overall 68% children reached the grade level in all language skills (listening, speaking, storytelling, reading & writing). Going forward, differentiated learning plan with the most reading challenged children would be worked upon.

New workshops on personality development classes and career counselling sessions for the elder children were introduced during the year under review, which helped them prepare better for future. In order to make the children environment conscious and adopt sustainable practices, various sessions on Say no to Plastic, Paper bag making, Healthy Sanitation, Hygiene Practices, Water Conservation, Tree Plantation Drive were held during the year under review.

Girl Child Empowerment through Project Nanhi Kali

Nanhi Kali - Bata Ballerina project, in association with K. C. Mahindra Education Trust, has been a successful programme to support education of the underprivileged girl children. During the year under review, we could support the remedial education of 721 girls in the primary classes in addition to the 92 girls supported last year.

Happy Steps Programme

Through the Happy Steps - Footcare Awareness programme, we reached out to 24,000 children during the year under review across 65 schools at Kolkata, Chennai, Bengaluru & Hyderabad. Through these footcare workshops, we educate children on the importance of healthy feet, how to take care of foot hygiene, dealing with foot injuries, diabetic feet, foot exercises etc. A customized Bata school kit comprising of school socks, polish, laces, brush along with the tips to keep the feet healthy and clean were also distributed amongst the children during the sessions.

Stride with Pride

The vision of this campaign is that No Child Should Go Bare Feet. This has also been a big consumer connect programme wherein customers were given an opportunity to participate and contribute to the social cause in collaboration with the Company. Shoe donation boxes were set up to collect the old shoes from the customers supported with on ground as well as online communication campaign with extensive involvement of our employees. Children at schools were also reached out for participation. For every old shoe received, Bata donated a new pair to a child in need.

Further during the year under review, through this campaign we were able to reach out to 108 stores and 475 schools across 29 cities. There was a visible enthusiasm and pride amongst the consumers while donating their old shoes and contributing to make another ones life better.

We received a tremendous response from the consumers; over 1,48,000 old pairs collected. The old footwear collected were segregated into various categories. They were either refurbished, repaired or destroyed in environment friendly manner through various agencies. Some customers were so overwhelmed by the initiative that they even donated their new pairs or pairs which were in good condition, which we could donate directly to the needy communities without any repair.

Bata donated over 1,56,600 footwear to the underprivileged children, including new footwear and old footwear repaired (which were in fairly good condition). During the process, the cobbler community at various regions was also mobilized and built association with.

Disaster Relief & Rehabilitation

The year under review saw completion of repair and restoration of the 4 schools in Kerala, which got affected during the floods. BCP Foundation supported the project which helped more than 500 students and school staff to come back to the schools after floods and resume their education and other activities. Also, there were initiatives to make school campuses environmentally more sustainable via features like rainwater harvesting, solar energy and plantation drives. Children were also given school kits comprising of school bag and stationary items.

Treatment of children with Clubfoot disease

During the year under review, the Company partnered with Miracle Feet Foundation for Eliminating Clubfoot to support treatment of 66 children with the disease in UP region. Clubfoot is a congenital birth defect wherein one or both the feet are turned inwards, making it a leading cause of disability in children in the developing world. Clubfoot has an incidence rate of 1 in 800 births making it one of the most common birth defects in the world. Around 175,000 children are born with clubfoot globally every year. In India, approximately 35,000 children are born with clubfoot every year, i.e., almost 20% of the total global clubfoot births.

Details of our CSR Partners have been adequately covered in the Annual Report on CSR Activities.

SUPPORT FROM BATA SHOE ORGANIZATION

Your Company continues to receive support from the Holding Company - Bata (BN) B.V., Amsterdam, The Netherlands and also from Bata Shoe Organization (BSO). Your Company also enjoys the benefits of technical research through Global Footwear Services Pte. Ltd., Singapore (GFS). Your Company has renewed the Technical Collaboration Agreement with GFS with effect from January 1, 2011 for a period of ten years. In terms of the said Technical Collaboration Agreement, your Company receives guidance, training of personnel and services from GFS in connection with research & development, marketing, brand development, footwear technology, testing & quality control, store location, layout & design, environment, health & safety, risk & insurance management, etc. Your Company continues to obtain expertise and experience from the personnel of GFS and other BSO Group Companies to improve its product range and operational processes throughout the year. In terms of the said renewed Agreement, your Company has paid technical services fee of Rs. 322.62 Million to GFS during the financial year ended March 31, 2020, which is around 1% of the Turnover of your Company.

BOARD OF DIRECTORS, BOARD MEETINGS AND KEY MANAGERIAL PERSONNEL

Composition

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

Meetings

During the year under review, a total of 4 (four) Meetings of the Board of Directors of the Company were held, i.e., on May 24, 2019, August 2, 2019, November 13, 2019 and February 6, 2020. Details of Board composition and Board Meetings held during the financial year 2019-20 have been provided in the Corporate Governance Report which forms part of this Annual Report.

Changes in Board Composition

Details of changes in the Board composition during the year under review are as under:

Name of the Directors Designation & Category Reasons and date of appointment / re-appointment / resignation / retirement
1. Mr. Ram Kumar Gupta (DIN: 01125065) Director Finance and Chief Financial Officer (Executive) Retired by rotation and re-appointed pursuant to Section 152(6) of the Act at the 86th AGM held on August 2, 2019.
2. Mr. Ashok Kumar Barat (DIN: 00492930) Independent Director Mr. Barat was appointed as an Additional Director w.e.f. December 17, 2018 and was appointed as an Independent Director, at the 86th AGM held on August 2, 2019, to hold office for a term of 5 (five) consecutive years commencing from December 17, 2018.
3. Mr. Alberto Michele Maria Toni (DIN: 08358691) Non-Executive Director Mr. Toni was appointed as an Additional Director w.e.f. February 12, 2019 and was appointed as a Director liable to retire by rotation at the 86th AGM held on August 2, 2019.
4. Mr. Akshaykumar Narendrasinhji Chudasama (DIN: 00010630) Independent Director Mr. Chudasama, who was appointed as an Independent Director at an Extraordinary General Meeting held on August 4, 2014 for a term of 5 (five) consecutive years, was re-appointed at the 86th AGM held on August 2, 2019 as an Independent Director, to hold office for a second term of 5 (five) consecutive years commencing w.e.f. August 4, 2019.
5. Ms. Anjali Bansal (DIN: 00207746) Independent Director Ms. Bansal, who was appointed as an Independent Director at an Extraordinary General Meeting held on August 4, 2014 for a term of 5 (five) consecutive years, was re-appointed at the 86th AGM held on August 2, 2019 as an Independent Director, to hold office for a second term of 5 (five) consecutive years commencing w.e.f. August 4, 2019.
6. Mr. Ashwani Windlass (DIN: 00042686) Chairman & Independent Director Mr. Windlass was appointed as an Additional Director on November 13, 2019 by the Board of Directors, to hold office as an Independent Director and was subsequently appointed for a term of 5 (five) consecutive years commencing from November 13, 2019, as approved by the Members of the Company, through Postal Ballot Process, results of which were declared on March 19, 2020.
7. Mr. Ravindra Dhariwal (DIN: 00003922) Independent Director Mr. Dhariwal, who was appointed as an Independent Director at the 82nd AGM held on August 5, 2015 for a term of 5 (five) consecutive years with effect from May 27, 2015, was re-appointed, to hold office for a second term of 3 (three) consecutive years commencing from May 27, 2020, as approved by the Members of the Company, through Postal Ballot Process, results of which were declared on March 19, 2020.
8. Mr. Shaibal Sinha (DIN: 00082504) Non-Executive Director Mr. Sinha tendered his resignation as a Director w.e.f. August 3, 2019, as he was entrusted with an additional responsibility of a special assignment by Bata Shoe Organization (BSO), globally.
9. Mr. Uday Khanna (DIN: 00079129) Chairman & Independent Director Mr. Khanna ceased to be the Chairman & Independent Director w.e.f. August 4, 2019 after serving 13 years as an Independent Director including the last 8 years as the Chairman upon completion of his term as an Independent Director.

The Board expressed its deepest appreciation for the valuable contribution made by Mr. Uday Khanna and Mr. Shaibal Sinha during their respective tenures and noted the significant contributions made by them to the Company.

Directors seeking appointment / re-appointment

Mr. Sandeep Kataria (DIN: 05183714), Whole-time Director and Chief Executive Officer of the Company is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. Your Board recommends the reappointment of Mr. Kataria as a Director of the Company, liable to retire by rotation.

Mr. Ram Kumar Gupta (DIN:01125065), who was appointed as a Whole-time Director of the Company [designated as the Director Finance (Chief Financial Officer and Key Managerial Person)], for a period of 5 (five) consecutive years with effect from August 19, 2015, was re-appointed by the Board of Directors and the Audit Committee, based on the recommendation of Nomination and Remuneration Committee, as a Whole-time Director of the Company, designated as the Director Finance (Chief Financial Officer and Key Managerial Person) for a period of 3 years (i.e., from August 19, 2020) or till the date of expiry of the tenure of his services with the Company, whichever is earlier, subject to approval of the Members at the ensuing AGM. He will also be designated as a Key Managerial Person of the Company in terms of Section 203 of the Act.

Necessary Resolution(s) alongwith disclosure(s) / information(s) in respect of the directors seeking appointment / re-appointment at the ensuing AGM are being given in the Notice convening the ensuing AGM.

Other Information

Other details pertaining to the Directors, their appointment / cessation during the year under review and their remuneration are given in the Extract of Annual Return and the Corporate Governance Report annexed hereto and forming part of this Report.

Key Managerial Personnel

As on the date of this Report, Mr. Rajeev Gopalakrishnan (DIN: 03438046), Managing Director, Mr. Sandeep Kataria (DIN: 05183714), Whole-time Director and Chief Executive Officer, Mr. Ram Kumar Gupta (DIN: 01125065), Director Finance and Chief Financial Officer and Mr. Nitin Bagaria (ACS-20228), Company Secretary & Compliance Officer are the Key Managerial Personnel (KMP) of your Company.

Mr. Arunito Ganguly, Assistant Vice President, Company Secretary & Compliance Officer has resigned with effect from close of business hours on March 31, 2020. Accordingly, he also ceased to be a KMP of the Company.

Based on the recommendation of the Nomination and Remuneration Committee of the Board, Mr. Nitin Bagaria (ACS - 20228), a qualified Company Secretary, has been appointed by the Board of Directors at its meeting held on May 25, 2020 as the Company Secretary & Compliance Officer and KMP of the Company, w.e.f. May 25, 2020.

Details pertaining to their remuneration have been provided in the Extract of Annual Return annexed hereto and forming part of this Report.

Declaration by Independent Directors

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

The Board of Directors further confirms that the Independent Directors also meet the criteria of expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

Committees of the Board

The details of composition, terms of reference, etc., pertaining to the Committees of the Board are mentioned in the Corporate Governance Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

AUDIT COMMITTEE

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

NOMINATION AND REMUNERATION POLICY

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

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

During the year under review, the said Policy was amended with respect to the composition of the Nomination and Remuneration Committee in order to align the same with the requirements of the Act and the Listing Regulations. The amended Policy is uploaded on the website of the Company at www.bata.in and is available at the link https://www.bata.in/0/pdf/Remuneration- Policy_2015-160120.pdf

Your Company conducts a Board Evaluation process for the Board of Directors as a whole, Board Committees and also for the Directors individually through self-assessment and peer assessment. The details of Board Evaluation process for the financial year 2019-20 have been provided in the Corporate Governance Report which forms part of this Annual Report.

DISCLOSURES ON REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

Details as required under Section 197(12) of the Act read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), are annexed to this Boards Report and marked as Annexures - VII and VIII.

DIRECTORS RESPONSIBILITY STATEMENT

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

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

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2020 and of the profit of the Company for that period;

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

(d) they have prepared the annual accounts on a going concern basis;

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

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

WHISTLE BLOWER POLICY / VIGIL MECHANISM

In terms of provisions of Section 177 of the Act and Rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be raised. A Vigil Mechanism Committee under the Chairmanship of the Audit Committee Chairman is also in place. The Whistle Blower Policy has been uploaded on the website of the Company at www.bata.in and is available at the link https://www.bata.in/0/pdf/Whistle-Blower- Policy.pdf

The Policy provides access to the Legal Head of the Company and to the Chairman of the Audit Committee. No person has been denied an opportunity to have access to the Vigil Mechanism Committee and the Audit Committee Chairman.

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

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

In terms of provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended) and Rules framed thereunder, your Company has duly adopted a Policy and has also complied with the provisions relating to the constitution of Internal Complaints Committee (ICC). A summary of the complaints dealt during the financial year ended March 31, 2020 in terms of the said Act and Rules framed thereunder has been provided in the Corporate Governance Report which forms part of this Annual Report.

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

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

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

Such practice provides reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with the applicable legislations and that the same are well within the COAs and SOPs, without exception. Your Company also monitors through its Internal Audit Team the requirements of processes in order to prevent or timely detect unauthorized acquisition, use or disposition of the Companys Assets which could have a material effect on the Financial Statements of the Company. The Internal Audit function is responsible to assist the Audit Committee and Risk Management Committee (renamed as Risk & Compliance Management Committee w.e.f. May 6, 2020) [RCM Committee] on an independent basis with a complete review of the risk assessments and associated management action plans.

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

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

Further details pertaining to the RCM Committee and Meetings held during the year under review are given in the Corporate Governance Report. Your Board is of the opinion that the Internal Financial Controls, affecting the Financial Statements of your Company are adequate and are operating effectively.

NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry structure and developments

India is the second-largest producer of footwear and third-largest footwear consumer globally. The footwear market in India was seeing an upsurge since past many years and was poised to continue its momentum in coming years on the back of growing demand for trendy, fancy and comfortable footwear among the youth of the Country.

Rapid urbanization, higher disposable income and growing influence of social media led to change in fashion trends. With increasing trend for active and exercise regimes, demand for athletic shoes grew rapidly as well.

Global economy has plunged into a severe contraction and is expected to shrink by over 5 percent this year due to the massive shock of the coronavirus pandemic and the shutdown measures to contain it. Except stores selling essential commodities, all other stores were shut down across the Country for nearly two months. Even today, not all retail stores have resumed operations. Even with the ease of lockdown norms, the consumer sentiment would take some time to revive. Though there is a shift of focus to e-commerce, it currently accounts for less than 10% of the total footwear sales in the Country.

Under the “New Normal” as India Inc. shifts to “work from home” and with socialising becoming a rare occasion, shoppers are purchasing casual and comfortable open footwear.

The silver lining, however, is the increasing awareness about health, thereby driving the demand for sports footwear. The retail footwear business is expected to improve gradually as the festive season is still ahead of us.

Opportunities and Threats

Recent changes in the consumer spending behaviour along with fall in disposable income has posed serious challenges for sustained future growth. To maintain such growth, your Company is taking necessary steps such as expanding its e-commerce footprint allowing deliveries in over 1,300 cities, rolling out its omni-channel home delivery across 900+ stores and giving customers the option to shop from homes via WhatsApp chat with our neighbourhood stores. Your Company is also working on various cost-optimisation measures including rental renegotiation, closure of unviable stores and digitalisation drive across the organization, etc., to eliminate redundancies. Your Company continues to focus on stylish, comfortable and durable quality products so as to be ahead of competition.

“Bata Ladies” and “Comfit” categories maintained good momentum. With changing lifestyle and focus on personal health, your Company is optimistic about its brand “Power” which has seen good demand uptick in the last year. Another opportunity in the current scenario is the preference of consumers towards more “comfortable” rather high fashion footwear. Your Company is uniquely placed to take advantage of this trend with its aspirational brand image especially in the Comfortable and Trusted footwear arena, wide range of recognized brands, upgraded online experience and unparalleled retail footprint.

Key Focus Areas

Marketing and Campaigns

Batas agile marketing strategy continued to evolve from traditional channels to digital and moment marketing with its continued focus on making the Brand more aspirational, making our retail stores inviting, leveraging deeper consumer insights and evolving the brand based on consumers post-purchase experience. We identified that working women, kids and youth are fast growing segments, while the mens segment continues to be the largest one. We launched industry-first 9-to-9 campaign promising working women non-stop comfort from morning till evening and promoting Bata Comfit, Naturalizer and Hush Puppies brands. For men looking to expand their collection for different occasions, we created a campaign promoting Unlimited casual collection promising 500+ styles ranging from sneakers, loafers, boots & athleisure, across Hush Puppies, North Star and Bata Red Label brands.

Our digital marketing content has always tried to touch a chord with the customers with focus on relevant content along their digital journey. For the youth segment, we promoted new Power fitness range, North Star chunky sole sneakers & Bata Red Label colorful high-heels, in social media channels, via influencers and at fashion events like Lakme Fashion Week, where the designers talked about their love for the Bata Brand and how surprised they were to see Batas new avatar. Youth could discover the products in social channels and had the Buy Now option there itself. The Womens day digital film was Batas signature way of acknowledging all women who have contributed to making us what we are today, by showcasing our 10 exclusive women-run stores across India.

With our continued focus on attracting the younger audience, last years Festive campaign featured Kriti Sanons younger sister Nupur Sanon and highlighted our New Arrivals Every Friday proposition and showcased camera-ready diverse collections. While, we upped our ante with Surprisingly Bata campaigns in areas of fashion, casual and comfort, we also launched our new Back to school collection campaign with Anti-Bacterial protection that kills 99.99% of odour-causing bacteria and received endorsement from 8 out of 10 Doctors for this range which helped reinforce trust enjoyed amongst the moms.

With all these multiple campaigns throughout the year and with moment marketing, we saw improvement in Brand affinity scores, footfalls and sales. Batas overall shoppers age dropped by 3 years over the last 2 years and we are firmly placed to reap the benefits of youth demographic dividend that India enjoys.

Innovation

We understand the importance of innovation in designing and creating our Collections. The successful implementation of new ideas and technologies is crucial to our business and gives Bata a competitive advantage over other brands in the marketplace.

Consumers preference has moved from normal everyday products to the ones which have more to offer and fulfill their needs. All our new ideas & technologies are taken through an Innovation Funnel, which determines their lifecycle from Idea stage to Roll out stage. Less than 50% make it to the marketplace, but those which do, have proven technologies, strong designs, appealing names and exciting claims. Their success rate are also determined by consumers focus groups done prior to launch.

The big stories which drove these results can be streamlined in 4 major areas which define Bata and its portfolio brands as the most trusted in India: Comfort, Performance, Protection & Hygiene, Sustainability.

The technologies which best performed were Memory Comfort, Memory Foam and Ortholite in the comfort area; Life Natural/ Bata Shield antimicrobial on schools shoes collection; various Power technologies and GripLight in the performance area; APX rubber made of recycled tires as a big sustainable story.

Our Innovation agenda continues relentlessly as our Funnel delivers solid projects which will help drive the business growth. In coming years, 2020 and 2021, your Company will launch more sustainable stories (Bloom & Power Eco), Comfort blockbusters (Comfort Foam, Comfi Flex & Air vent technology) and Performance (Hydro Lite, Etpu & Floatz).

Customer Care Initiatives

Customer Service and Experience has been a big focus area for your Company. There is a dedicated customer service team to ensure that customers dont face any inconvenience and their concerns are addressed in a time-bound and effective way.

Over the year under review, your Company focused on improving its Customer Experience area with key initiatives like - automation of claim & exchange via a new point of sale utility to fast track the process, addition of a guided IVR with an option to request call back during high traffic hours and ensuring call abandonment was always less than 3%. Bata India continued to collect & measure consumer feedback actively about their shopping experience as well as claim/exchange experience. We also continued to drive detractor close-looping actively by calling back detractors and resolving their concerns. As a result, our Net Promoter Score improved by 12 percentage points annually.

Bata Club

Our flagship loyalty program “Bata Club” members has increased over the years & currently has over 13 Million active members (last 1 year active). We relaunched Bata Club during 2019, with the objective of increasing its awareness, rewarding our loyal shoppers, making it more consumer-centric and bringing in digital interventions. These measures included - launch of an exciting welcome kit to encourage first-time shoppers to come back, use of advanced analytics to drive more relevant and personalized campaigns, introducing technology driven in-store tools like customer single view at point of sale (POS) to drive conversion, upsell & cross-sell, launch of new communication channels like WhatsApp for Business and a digital microsite to see reward benefits. All these has translated to increased engagement with Bata Club members: average monthly repeat rate has gone up by 5% percentage points and campaigns walk-ins rate has also doubled vs last year.

Segment wise or product wise performance

Your Company operates in Footwear & Accessories Segment only and performances of major business categories and key brands of your Company during the financial year ended March 31, 2020 are highlighted below:

Retail Business

Your Company has followed a strategy of “maximizing presence” which is built on Batas core value strategy of “Win everywhere”. Top end of the retail & consumer space is being served through opening Shop in Shops of Bata in large format Departmental stores having National presence. We are aiming to achieve higher brand equity through our presence in such counters. The core set of market is covered with the Company operated retail stores on highstreets & in Malls of Metro cities & tier 1-2 towns. While keeping the focus on growing existing stores, your Company also adopted a multi-prong strategy to continue presence in new malls, open stores in un-represented retail trade areas on high-street, enhance presence in legacy location & grow in the same market through bigger & better stores and also upgrade store experience through partial / complete renovations. Your Company kept a higher focus on opening franchisee stores in tier 3-4 towns and opened 52 stores thereby adding more than 40 new towns. Your Company is working towards a vision of 500 Stores through franchise network in the Country by increasing reach in towns with population of less than 2 lac. These spacious new stores are built in new Global Red Design which are true to our “Surprisingly Bata” campaign & with its clean design thinking & focus on Red & White color, gives a delightful shopping experience to our consumers. We also upgraded over 300 current stores to the proven Red Design.

Your Company started the concept of Bata Experience Centers under the name “Happy Feet Center” which gives consumers unique experiences and services like getting their feet scanned for a customized 3D insole, medicated pedicure and a shoe laundry which brings back shoes to life. These centers would be opened in select stores in key cities and would mark our market leadership which is not limited to selling footwear.

During the financial year ended March 31, 2020, your Company opened 66 new retail stores in addition to 19 relocations, 52 Franchisee stores and renovated 49 stores across India. Your Company closed 37 stores during the year under review. Your Company has plans to aggressively continue Revival of our Old Concept Stores into Red Concept to give our customers an aspirational experience.

Digital Multi-Channel Business

E-commerce business maintained steady growth during the year under review. We sold more than 1.8 Million pairs of footwear through online channels and achieved a turnover of Rs. 1250 Million. Launch of Endless Aisle, that connected retail store inventory to online website with technical integration, has multiplied the business potential by manifold. Bata India now ships more than 95% of orders received from Bata.in through its stores. Tools like WMS & Marketplace integration were put in place to scale up our market place operations. Advancing to Auto Replenishment lets the online stocks replenished for e-commerce the way retail stores are replenished with inventory on a regular basis.

In addition, Launch of Bata Home Delivery Services in over 900 stores allows store staff to place orders on customers behalf if the article of their choice is not available in the store. This has helped retaining 100K+ customers in 2019, who otherwise would have walked out of our stores due to non-availability of size and color.

In 2019, Bata.in focused on Women centric campaigns to bring a paradigm shift in our women segment sale and it resulted in minimizing the gender ratio gap to 9%. In addition, Amazon observed a slight shift in audience group to a younger section as 42% of Bata customers shopped under the age band of 15-24 years vs last year, when it was 25-34 years.

B2B business has been steady on Amazon and Flipkart. Focus has been on improving secondary sales on these platforms which in turn improves primary business. Rigorous marketing campaigns including Cost per Click (CPC) and Cost per Million Impressions (CPM) were launched while diligently participating in brand specific and category specific events for increased Brand visibility.

Tech integrations like Return and Exchange Functionality improved customer experience on Bata.in, thus reducing customer complaints. Thus, your Company has also focused on Technology upgradation to make internal processes robust and strengthen the serviceability.

Hush Puppies

In Hush Puppies marketing there was a shift in communication from lifestyle to technology with introduction of new product technologies like Bounce Max, Bounce and Bounce Plus. Throughout the year, there has been consistent communication around bounce technology with focus on reactivating brand social media assets. Campaigns were promoted through various touch points covering Retail, in-mall branding, activations, print, digital and PR.

Hush Puppies has been the go-to brand for formal wear but with this new bounce technology collection, it introduced a large variety in causal styles and a vibrant range of colors. The collection is a perfect addition to your wardrobe with a variety of styles that can be paired up for modern work attires to on-the-go ensembles to trendy weekend looks.

The new range for men and women comes with smart sneakers, pumps and ballerinas in smooth-grain leather, knitted fabrics and soft colorful suede for men and women. The collection boasts of athletic-inspired comfort combined with elevated tailored styling that allows for more wearing occasions than an average shoe choice.

Comfort has been Hush Puppies DNA and with Bounce Plus, the brand is taking the comfort quotient up a notch. Where consumers are looking for footwear to have the performance features of today, Bounce Plus collection brings casual styles infused with technology to keep up with consumers hustling lifestyle.

Naturalizer

American shoe brand Naturalizer has been a pioneer in designing shoes specifically suited to the contours of womens feet since 1927. After successfully launching its exclusive stores in multiple international cities like New York, Chicago, Toronto & Dubai, Naturalizer has launched its first flagship store in India at DLF Promenade mall, New Delhi followed by second store at DLF Avenue, Saket. Designed in New York and adorned by working women, the shoe with the beautiful fit has been retailing exclusively in India at 50 Bata stores across 4 cities for almost a decade.

Concept stores in India have been launched basis the New York, 5th Avenue store of the brand, carefully cultivated to reflect brands heritage while incorporating modern elements to offer the ultimate brand experience designed specifically with their customer in mind. Objective with the launch of this store is to reach the loyal customer base while creating the ultimate destination for discovery through a strong retail showcase and experiential marketing.

The Naturalizer collection serves well to the modern-day women for all day comfort as the patented N5 comfort technology takes you anywhere and everywhere with unmatched ease. The collection flaunts countless styles ranging from pumps, mules, chunky soles and heels. Whether its a family outing or a night out, movie night or client meetings, the collection has it all. The brands design philosophy resonates with modern aesthetics combined with textures from their own archives and finds ways to incorporate them in the new collections.

Non-Retail Business

Your Companys non-retail business division comprises of urban wholesale, industrial and institutional business divisions and exports. Across all the divisions, actions are taken to improve customer service, enhancing quality of Product / Packaging and Upgrading the capability of employees. In the MBO business, products have been included which are innovative in terms of comfort and durability. In 2019, we changed the look, feel and quality of our lead brand Remo in Mens Dress, which received very good response. The revenue of this brand also grew handsomely in second half of the year. Bata availability in MBO have grown to more towns. We added about 175 new towns in 2019 and focus is to grow it further in 2020.

Outlook

The current economic state, fears of recession and challenging retail environment, pose new threats to businesses across all sectors. The Country wide lockdowns and the “New Normal” may lead to fundamental shift in customer behaviour and retail businesses in particular. Your Company is focused on “Survive, Revive, Revitalise and Thrive” strategy and is constantly monitoring the store level performance, driving sales through online channels and cost optimisation across all functions. Your Company is strategically positioned to harness the present challenges, given the strength of its Brand, innovation capabilities, retail foothold and growing online presence in footwear and accessories category.

Risks and Concerns and Contingent Liabilities

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

During the normal course of its business operations, your Company has been subjected to litigations in connection with or incidental thereto. These litigations include civil cases, excise and customs related cases, etc. filed by and against the Company. These cases are being pursued with due importance and in consultation with legal experts in respective areas.

Your Board believes that the outcome of these cases is unlikely to cause a materially adverse effect on the Companys profitability or business performance. Your Company has a Contingent Liability of Rs. 412.36 Million as on March 31, 2020 as compared to Rs. 435.89 Million as on March 31, 2019. Attention is drawn to the explanations mentioned in Note No. 30 of the Notes to Financial Statements for the financial year ended March 31, 2020. In view of the present status and based on legal advice obtained from time to time, your Board is of the opinion that no provision is required to be made against these Contingent Liabilities.

Internal control systems and their adequacy

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

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

The Earnings per Share (EPS-Basic and Diluted) of your Company for the financial year ended March 31, 2020 was at Rs. 25.44 as compared to the (EPS-Basic and Diluted) for the previous financial year ended March 31, 2019 was at Rs. 25.65. Your Company recorded EBITDA margin of 27.17% during the financial year under review as compared to 16.30% during the financial year 2018-19. However, as your Company has implemented Ind AS 116 on Accounting for lease effective April 1, 2019, accordingly these numbers are not comparable as against those of previous year.

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

The Capital Expenditure incurred during the year under review amounted to Rs. 899.23 Million as compared to Rs. 911.96 Million in the previous year.

Details of significant changes in key financial ratios alongwith explanation

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

Particulars 2019-20 2018-19
(i) Debtors to Sales (in days) 7 8
(ii) Inventory to Turnover Ratio (in months) 3.43 3.44
(iii) Interest Coverage Ratio 4.54 116.53
(iv) Current Ratio 2.50 2.92
(v) Debt Equity Ratio* - -
(vi) Operating Profit Margin (%) 17.49 14.11
(vii) Net Profit Margin (%) 10.64 11.26
(viii) Return on Net worth (%) 17.13 18.88

* There is no borrowing in the Company. However, Finance cost includes interest expenses accounted for various deposits in accordance with Ind AS 109, Financial Instruments and interest expense accounted on various lease contracts in accordance with Ind AS 116, Leases.

The significant changes in Interest Coverage Ratio has been recorded due to significant increase in finance cost of the Company due to Ind AS 116.

The significant changes in Operating Profit Margin (%), is due to cost efficiencies / productivity improvement and premiumisation of our product range leading to increased profits while Net Profit Margin (%) and the Net worth Ratio (%) has decreased primarily due to suspension of operations in all units in compliance with lockdown instructions issued by Central and State Governments due to Covid-19.

The other financial ratios of the Company relating to previous 10 years has been provided in other part of Annual Report 2019-20.

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

Your Company has been continuously working to improve human resources skills, competencies and capabilities in the Company, which is critical to achieve desired results in line with our strategic business ambitions. Some key initiatives that have been taken during the financial year 2019-20 in this direction are summarized below:

Employee Engagement

Celebration of Founders Day - On 8th February, 2020 we celebrated our first Founders Day, held in the Gurgaon office. This day was celebrated along with all our employees and their families. The celebrations included employee contests wherein our employees showcased their talent as part of “Batas Got Talent”, many gaming stalls and snacks on the go. This event core centered around celebrating employees who have completed long service years with the Company, covering 15, 20 and 25 years service tenures with us.

Internal Customer Satisfaction Survey - In order to align on our strategic focus areas as one team, we launched an internal CSAT survey. The objective of this survey was to know “how well we understand our internal customers & their expectations”, “our responsiveness” and “challenges and bottlenecks”. This exercise has helped us in identifying opportunities to manage and deliver better on expectations of our internal stakeholders and end consumer. Post the survey, each department has worked out an Action Plan and is working towards ensuring that our internal customers are just as happy as external customers.

Diversity & Inclusion

• The Company is keen to promote diverse workforce across the organization. On the occasion of International Womens Day, this year we launched our Balanced Workforce Strategy (BWS), under the branding of “Wforce”. The WForce initiative offers a platform to promote and connect with our women employees across the Company. In addition to this launch, we have also tied up with TRRAIN (Trust for Retailers & Retail Associates of India) to focus on our diversity hiring program at our store level.

Training & Development Initiatives

Functional and Behavioral Training

We launched online learning for our employees catering to their individualized development needs. Employees can now take charge of their own learning and complete these trainings online as per their own convenience and time availability basis their specific development goals through the course of the year. In addition to this, we also offered a series of classroom training programs including Leadership & Coaching for Leaders, Personal Effectiveness, Negotiation skills and building up B2B Sales capability. Cross functional trainings were facilitated by internal experts across Retail, Merchandising & Collection teams.

Retail Curated Program Offerings

For our store staffs, an online learning platform i-GROW covers all our employees across our retail operations. This 24/7 learning platform is accessed by all our employees to complete their product training & certification as well as gain useful knowledge on new launches, MAP agenda and other seasonal retail programs.

This year we also launched the Retail Reboot program covering all our store employees. This program was developed with a goal to impact the conversion rates by training store teams on improvements in the core processes. In the first phase of the program, Retail Managers and District Managers successfully completed “Train-The-Trainer” workshops conducted to become internal process coaches to cascade down the program to Store Managers.

Career Management

‘Stepping Stones our career program was launched in 2019 to enable an employee to make a choice of role across functions and understand the differentiating competencies and work out a well-defined learning plan in collaboration with their respective functional heads. Another integral part of this initiative, is the introduction of a transparent Internal Job Postings (IJP) program which helps facilitate cross functional internal movements of our employees.

• With an aim to enhance the learning opportunities for our employees and to encourage knowledge sharing amongst BATA India and APAC regions, we created the Talent Xpress program. This is a meritorious program wherein high potential/ high performing employees in middle level roles are provided with exposure to different business challenges and get an opportunity to work with internal SMEs across the Asia Pacific Region.

Industrial Relations

Your Company believes in developing long term relationships with all our employees on an ongoing basis. Industrial relations at all the manufacturing units of your Company have been harmonious and peaceful with active involvement of the employees in the collective bargaining process. Your Company has also encouraged wholehearted participation of the employees and union in improving productivity as well as quality of its products.

As on March 31, 2020, there were 4,913 permanent employees on the rolls of your Company.

CAUTIONARY STATEMENT

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

BUSINESS RESPONSIBILITY REPORT (BRR)

In compliance with Regulation 34(2)(f) of the Listing Regulations read with the SEBI Circular No. CIR/CFD/CMD/10/2015 dated November 4, 2015, your Company has prepared a BRR in the prescribed format for the financial year ended March 31,2020 describing initiatives undertaken by it from an environmental, social and governance perspective, which is annexed to the Boards Report and marked as Annexure - IX. The BRR has been uploaded on the website of the Company at www.bata.in and is available at the https://www.bata.in/bataindia/a-29_s-181_c-42/investor-relations.html

ANNEXURES TO THIS REPORT

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form part of this Report:

Annexure Particulars
I Dividend Distribution Policy
II Extract of the Annual Return as per Form No. MGT-9
III Secretarial Audit Report
IV Corporate Governance Report
V Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
VI Annual Report on CSR activities and CSR Policy
VII & VIII Disclosures on remuneration of directors and employees of the Company
IX Business Responsibility Report

ACKNOWLEDGEMENTS

Your Board is grateful for the continuous patronage of our valued customers and remains committed to serving them by delivering more style and comfort at every step. Your Board also acknowledges and appreciates the support rendered by all its business partners, suppliers, vendors, associates and dealers as well as the regulatory authorities of the Central and State Governments in India. Your Board is indebted to the unwavering support and trust reposed by you, our investors & shareholders and are also thankful to the Bata Shoe Organization (BSO) for their continuous support and guidance.

Your Board acknowledges, appreciates and values the year on year efforts by employees, workmen and staff including the Management headed by the Executive Directors who have all worked together as a team in achieving a commendable business performance despite a challenging business environment. Your Board wishes to place on record its deep appreciation of the Independent Directors and the Non-Executive Directors of the Company for their great contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which helps your Company to take the right decisions in achieving its business goals.

Your Board also wishes to place on record their deep appreciation to the Companys employees, suppliers, customers and Government authorities for their selfless efforts in helping your Company to gradually reach normalcy in operations within few weeks of lifting of lock down. The ownership and responsiveness shown by all the stakeholders is unparalleled and is a testimony of the spirit of this great organization.

For and on behalf of the Board of Directors

Rajeev Gopalakrishnan Sandeep Kataria
Place : Gurugram Managing Director Whole-time Director and CEO
Date : May 25, 2020 DIN:03438046 DIN:05183714