Bata India Ltd Management Discussions.

(a) Industry structure and developments

The global footwear industry has been experiencing a rapid expansion and witnessing a significant growth, primarily due to increased demand for trendy yet comfortable footwear among all age groups and innovative footwear products worldwide. Due to advancements in manufacturing processes, technology innovation and integration, modern, trendy, and comfortable shoes are being continuously developed at reasonable prices in order to keep pace with the growing demand for these products in emerging countries in the World. Rapid urbanization, demographic changes including ever increasing middle class population with their disposable income, changing lifestyles, health awareness, etc., are now leading to men and women wear varieties of footwear in their daily lives. Footwear manufacturers have been compelled to use technology to produce stylish footwear with innovative designs in order to meet such ever increasing demand.

The Global Footwear Market, by geography, is divided into four regions: North America, Europe, Asia Pacific and Rest of the World. In terms of volume, Asia Pacific is the largest contributor to the market, accounting for a market share of approximately 40% and has been growing at a steady pace since past few years and is expected to continue the growth path at the same pace in the years to come. Presently, in terms of revenue, Global Footwear Market is valued at approx. USD 220 Billion and in expected to exceed USD 260 Billion by 2023, growing at 2.5% CAGR. In terms of volume, Global Footwear Market is approx. 16 Billion pairs. India is the second largest producer of footwear in the world, next to China and has an ever-growing domestic market. Annually, India produces about 2.5 Billion pairs and it is estimated that production of footwear will exceed 4 Billion pairs by 2020. The per capita consumption of footwear in India is set to grow rapidly from its existing level of 1.7 pairs per annum. The global average per capita consumption of footwear is 3 pairs per annum, whereas the same for developed countries in the World is more than 5 pairs per annum.

(b) Opportunities and Threats

Your Company is aware of the changes in the external business environment. The ever growing competition from both domestic and foreign players in the industry will continue to remain aggressive. The Indian footwear market is witnessing a steady popularity among teenagers and youths. They are using online platforms, inter alia, for purchase of footwear which is slowly occupying a significant share of total sales volume. The brick and mortar Retail Industry shall witness intensifying competition from the e-commerce offerings. Your Company shall continue to adopt innovative strategies and take all necessary steps to maintain its leadership position in the organized footwear market.

A surge in adoption of e-commerce among the customers has been bolstering prospects for online sales of footwear in India and your Company is leading this revolution through our dedicated user-friendly mobile application and customized online shopping website.

Increasing demand for sports shoes and branded footwear among all age groups and increasing health awareness among the individuals will generate higher demand for athletic footwear among individuals. At the same time, a steady rise in number of working women and their growing fashion consciousness shall continue to drive higher demand of footwear in the future.

(c) 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 31,2017 are highlighted below:

Retail Business

Your Company has adopted a dual strategy of driving same store growth while adding new retail stores in Malls and High Street locations. During the twelve month period ended March 31, 2017, your Company opened 100 new retail stores and 23 Franchised stores across India. These specious new stores are located in untapped and developing markets of the Country and are based on global design, making them look enticing with contemporary display of the products. Your Company plans to add around 100 new retail stores and 50 new Franchisee stores in the current year to increase its presence in the Malls, High Street Markets and in the Tier-2 and Tier-3 cities across India. In addition, your Company shall continue to make investment on renovating 50 existing stores hence creating a delightful shopping experience for the customers by improving store layouts and creating an emphasis on key products within the retail stores. Your Company plans to focus on building the Bata Brand and attract more footfalls in the retail stores through breathtaking windows, in-stores activities and amplify various new launch of products and collections.

Digital Multi-Channel Business

Your Companys online business has registered a good growth during the year under review. Your Company sold more than 6.3 lacs pairs of footwear through online channels and achieved a turnover of Rs.692 Million. Your Companys e-commerce presence has penetrated in more than 750 cities and towns across India.

During the year under review, your Companys e-commerce Division mainly focused on increasing its customer database by reaching out to new set of target audience and also establishing successful association with many reputed Companies and banks, e.g., HDFC Bank, Standard Chartered Bank, State Bank of India, Deutsche Bank, Samsung, SpiceJet Airlines, etc. Such alliances helped your Company increase its brand awareness and customer database. Your Companys products continued to be sold through its partners websites including Amazon, Myntra, Jabong, Flipkart, etc. Your Company has launched a Click and Collect service for its Stores in Delhi NCR Region. The customers can now shop the entire range of products available online with the click of a button and have their preferred footwear or accessories delivered to the local Bata retail store of their choice. Your Company has launched online exclusive product lines for both Spring-Summer Season and Autumn-Winter Season generating a good response from the customers. The website of your Company has been made more user-friendly with facilities like easy navigation, simplistic designs, effortless checkout process and effective product shoots. Your Company has also launched Bata Mobile Application with interactive user-interface which has also been well accepted in the market. Your Company has strengthened its e-commerce team and had recently launched Bata Blog, which acts as a style inspiration for the young audience and also provides frequent online customer surveys and customer feedback for improved services. Going forward, your Company shall expand its Digital Multi-Channel Business through various measures including placement of online kiosks in major retail stores, tie-up with payment banks and also increasing the presence of its product offerings through partners websites.

Hush Puppies

The year 2016-17 saw various new initiatives for Hush Puppies - your Companys international brand known for comfort, quality and style. Launching of new Signature Collection across its exclusive stores, marking a new tradition of contemporary and fashionable shoes for the new younger generation, etc. were the major highlights for the brand. Apart from this, an increased focus on ladies footwear as a premium comfort category has been visible in the new and refreshing lines of The Body Shoe for women and the new successful sporty casual collection. In addition to being available through the retail stores, wholesale network and e-commerce channel of the Company, the brand has now expanded its presence through 75 exclusive stores and 56 shop- in-shops in premium departmental stores. During the year under review, Hush Puppies continues to strongly re-position itself as an International Premium Lifestyle Casual Footwear brand. Your Company shall continue to focus on offering new and unique products under this brand, with increased focus on comfort, contemporary fashion and style making Hush Puppies the most desired lifestyle footwear brand in India.

Childrens footwear

In order to cater to the childrens ever changing footwear demand, your Company has been introducing many new designs and innovative footwear. Through Bubblegummers brand of footwear, your Company has always been striving to make quality shoes with uncompromising comfort and features that safeguard their little feet. Bubblegummers is retailed through all Bata stores across the Country and has been the first point of contact to start our consumersjourney to establish long term association with Bata. With 18% ofthe Countrys population belowthe age of 10 years, potential to grow in the children category of footwear is huge which makes this category as one of the key focus areas for your Company.

Your Company has established an association with The Walt Disney Company India Pvt. Ltd. and working with a set of designers from Disney, to create a complete collection covering all types of footwear ranging from casual shoes, canvas shoes and ballerinas to everyday-wear sandals and chappals. Your Company has been exploring the possibilities to create exclusive Disney Corners in some of its key retail stores across major cities in India to highlight the collection and add value to the children category of footwear range.

Non-Retail Business

Your Companys non-retail business division comprises of urban wholesale, industrial and institutional business divisions. The urban wholesale business of your Company has been penetrating the markets through a wide network of approx.

400 distributors across India. Your Company offers various incentive / loyalty rewards to its existing and new distributors for promoting the Companys brands of footwear in the areas where the Company does not have retail presence of its own. During the year under review, the wholesale trade across India witnessed a slowdown as the business has been impacted by some external factors beyond its control. Your Company has strengthened its urban wholesale business monitoring team and efforts are being made to increase its market share in the wholesale footwear business.

Customer Care Initiatives

Your Company has a dedicated customer care team with a toll free number and other multiple channels of customer interaction like email, Facebook, twitter, etc. to attend customer grievances and to resolve the same amicably. Your Company aims to provide best in class support to its customers by addressing their queries and feedback through a dedicated helpdesk. Your Companys customer loyalty program viz, The Bata Club has recorded a continuous growth by exceeding 10 Million memberships. Various promotional events and customer engagement programs have been conducted throughout the year to ensure that your Company records a higher footfall and conversion rate in its retail stores as well as on its digital multi-channel platform.

(d) Outlook

With changing lifestyles and increasing affluence, domestic demand for footwear is projected to grow at a faster rate than the Country has ever seen. India has a good potential for the footwear industry in view of its young population, rapid change in lifestyle, increase in disposable income of middle-class people and continuous growth in number of working women. Customers preference for branded products will provide a better opportunity to the players in organized footwear markets in India. Your Company is taking appropriate steps to tap these opportunities in order to improve its market share and retain its leadership position in the organized footwear segment of the industry.

(e) Risks and concerns and Contingent Liabilities

Your Company operates in a globally competitive business environment and in a complex regulatory environment. In addition, steep increase in rental cost, high cost of raw materials and changes in the customers shopping preference are considered as high risk factors. Your Company monitors its major risks and concerns at regular intervals. Appropriate steps are taken in consultations with all concerned including the Risk Management Committee and Audit Committee of the Board to mitigate such risks.

During the normal course of its business operations, your Company has been subjected to several legal cases 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.576.9 Million as on March 31, 2017 as compared to Rs.949.4 Million as on March 31, 2016. Attention is drawn to the explanations mentioned in Note No. 33 of the Notes to Financial Statements for the year ended March 31,2017. In view of the present status and based on legal advice received, your Board is of the opinion that no provision is required to be made against these Contingent Liabilities during the year under review.

(f) Discussion on financial performance

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

The Earning per Share (EPS) (Basic and Diluted) of your Company for the financial year ended March 31,2017 was at Rs.12.35. The EPSforthe previous financial year ended March 31,2016 was Rs.16.93, which was higher primarily due to exceptional income. Excluding such exceptional items, the EPS of your Company for the financial year ended March 31, 2017 was Rs.14.04 as compared toRs.11.12 forthe previous financial year.

As informed through earlier Annual Reports, your Company does not have any Bank Borrowings since April, 2010 and the entire capital expenditure has been funded through internal sources.

Capital Expenditure incurred during the year under review amounted to Rs.386.8 Million as compared to Rs.488.1 Million (excluding Rs.306.3 Million on account of the receipt of constructed space under the erstwhile joint venture project at Batanagar) during the previous year ended March 31, 2016.

(g) 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 lines with the strategic business ambitions. Some key

initiatives have been taken during the year 2016-17 in this direction. These are summarized below:

• Execution of Long Term Agreements (LTAs) for settlements of dues with the Workers Union at the manufacturing units of the Company at Southcan, Bangalore and BataShatak at Hosur, Tamil Nadu.

• Successful implementation of a Voluntary Retirement Scheme (VRS) at the manufacturing unit of the Company at Faridabad, Haryana, wherein all the 170 workers have accepted the VRS and their dues have been settled. Operations at Faridabad have been discontinued since December, 2016.

• 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.

• The Retail Training Academy of your Company imparted training to 31 District Managers and Retail Managers under 13.5 weeks duration Advanced District Administration Professional Training (ADAPT) program, to 109 Store Managers under 7.5 weeks duration Store Managers Advance Retail Training (SMART) program and 204 experienced Store Managers under a week long Fully Integrated Retail Store Training (FIRST) program.

• Retail Training Academy (RTA) imparts in-store Product Category specific training program to Sales Promoters across stores. Currently three different programs, namely Power Champs, Comfort Champs and Non-Footwear Products Champs are being conducted that covers all technologies and products available in the Stores. So far more than 300 Sales Promoters were trained under the Champs Training Program. This program helps Sales Promoters understand products, technologies and any special features thus acquiring the product specific selling skills.

• Under the Passion to Serve program across retail stores in key metro cities, the Store Managers and the Sales Promoters along with District Managers were trained in this two days training session. The training was also followed by mystery shopping in order to assess the impact. As part of the program a career path was also laid out for a performing Sales Promoter. During the year, over 100 Store Managers and 1011 Sales Promoters were trained.

As on March 31, 2017, there were 4,668 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 labor negotiations.

CORPORATE GOVERNANCE

In compliance with the provisions of Regulation 34 of the Listing Regulations read with Schedule V to the said Regulations, the Corporate Governance Report of your Company for the financial year ended March 31, 2017 and a Certificate from M/s. S. R. Batliboi & Co., LLP, Chartered Accountants, the Statutory Auditors, on compliance with the provisions of Corporate Governance requirements as prescribed under the Listing Regulations, are annexed and forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT (BRR)

In compliance with the provisions of 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, 2017, describing initiatives undertaken by it from an environment, social and governance perspective in the format as specified by the SEBI which is annexed to the Boards Report and marked as Annexure VII. The BRR has been uploaded on the website of the Company www.bata.in and is available at the link http://bata.in/bataindia/sc-181_cat-42/investor-relations.html .

ACKNOWLEDGEMENTS

Your Board is grateful for continuous patronage of the valued customers of your Company and for the unstinted support and trust reposed by the dear shareholders and expects continuity of the same in the future. Your Board continues to remain thankful to Bata Shoe Organization (BSO) for their continuous support and guidance.

Your Board wishes to place on record its deep appreciation of the Independent Directors and the Non-Executive Directors of your Company for their immense contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which help your Company take right decisions in achieving its business goals. Your Board appreciates the relentless efforts of the employees, workmen and staff including the Management Team headed by the Managing Director, who always leads from the front in achieving excellent business performance year-on-year under a challenging business environment.

Your Board acknowledges the support and co-operation received from all regulatory authorities of the Central Government and all State Governments in India. Your Board takes this opportunity to thank all its vendors, suppliers, dealers, banks and other stakeholders as it considers them essential partners in progress.

For and on behalf of the Board of Directors
UDAY KHANNA
Place : Gurgaon Chairman
Date : May 15, 2017 (DIN: 00079129)