The Directors have pleasure to present the 78th Annual Report of your
Company covering the operating and financial performance for the year
ended December 31, 2010.
(in Rs 000) (in Rs 000)
Gross Turnover 12,770,888 11,125,882
Less: Excise Duty on Turnover 188,945 209,365
Net Turnover 12,581,943 10,916,517
Other Income 152,529 84,228
Profit / (Loss) before Depreciation
& Taxation 1,755,076 1,281,868
Less : Depreciation 325,104 279,234
Profit / (Loss) before Taxation 1,429,972 1,002,634
-Current Tax 546,378 401,757
- Deferred Tax Charge/(Credit) (Net) (69,926) (66,361)
- Fringe Benefit Tax - 1,722
- Tax for Earlier Years - (6,756)
Net Profit 953,520 672,272
available for Appropriation 2,381,675 1,720,938
During the year 2010 your Company achieved a total turnover of Rs.
12,770.9 million as compared to Rs.11,125.9 million in 2009, which
reflects a growth of around 15%.
Your Company has undergone a transformation in all areas of its
business whether it is sales, profitability, shoe line, visibility and
the ambience of its stores. In the last 4 years, 72% of the stores have
Due to the continuous and ongoing process of restructuring being
adopted by your Company in all areas of its operations, there has been
improvement in manufacturing, changes in sourcing, credit management,
retail restructuring, labour union - management relationship, retail
expansion programs, training and development, team building, internal
controls, borrowings, working capital management, business processes,
corporate governance, de-risking the business of the Company and now
introduction of the Home Delivery Service of shoes for the convenience,
comfort and choice of our valued customers. Using this service,
customers can now place orders for any footwear which they are unable
to find in a Bata store and get it home delivered through courier with
no extra cost.
The Company continues to focus on improving its collections by
introducing a fresh range regularly and outsourcing some parts to get
better margins. The cash flows from higher margins are used to expand
our business primarily through large format stores. In order to improve
quality and to reduce costs, our factories have been specialized to
make footwear of particular variety. Hosur Factory specializes in Hush
Puppies, Bangalore Factory makes School shoes and Batanagar turns out
sports shoes and sandals. All these efforts have yielded improved
margins for the Company and improved production to become more
Your Company has won the "Consumer Awards 2010" as "Indias Most
Preferred Retailer" given by CNBC Awaaz. This award was won amongst
stiff competition from other leading retailers and is one of the most
prestigious awards the country has to offer. Your Directors are proud
in receiving this Award and the credit for this goes to every employee
who has worked so hard in shaping the future of the Company. Your
has been consistently showing improved results in each quarter and we
are now in a position to take calculated business risks to focus on
volume growth and to make a deeper penetration in the market place.
Your Company will continue to grow its business by focusing on tier 2
and tier 3 cities where the potential for growth is enormous.
TRANSFER TO RESERVES
The Company has transferred a sum of Rs. 95.4 million to General
Reserve against Rs.67.2 million last year.
The Board of Directors have recommended a dividend of 40% for the year
ended December 31, 2010 as against 30% paid last year, subject to
approval of the shareholders at the ensuing Annual General Meeting of
As on December 31, 2010 the Company has Rs 1.47 million unclaimed
matured deposits. Necessary reminders have been sent to the deposit
holders advising them to claim their deposits from the Company.
Presently the Company is not accepting any fixed deposits.
ICRA has reaffirmed the rating of A1+ to your Company for its CP
programme. This is the highest-credit quality rating assigned by ICRA
to short term debt instruments.
AWARDS AND RECOGNITION
Your Company has received the following Awards and Recognition, which
has made us all proud:
1. Bata India Limited was awarded CNBC Awaaz Consumer Awards 2010 for
"Indias Most Preferred Exclusive Brand Retail Outlet" in July 2010.
Mr. Marcelo Villagran, Managing Director was felicitated by Mr. Pranab
Mukherjee, Honble Finance Minister of India in a ceremony held in
2. Brand Equity recognized Bata in the TOP 50 Most Trusted Brands
in August 2010. Bata is the only lifestyle retailer in the top 50
3. Bata India Limited was listed amongst Indias Largest Corporations
by Fortune India Magazine in December 2010.
4. Bata Industrials received Directorate General Mines Safety
Certification for its PU Sole Safety Footwear range.
5. Bata India Limited received Images Fashion Award for the Most
Admired Retail Partner of the Year in January 2010.
6. Bata India Limited was awarded "Retailer of Year (Footwear / Non
Apparel)" by the Asia Retail Congress. Mr. Marcelo Villagran, Managing
Director received the award in a glittering ceremony at Mumbai on 8th
7. Bata India Limited received the "Most Admired Footwear Brand" of
the year award by Images Fashion Forum in Mumbai on 18th February 2011.
8. Amity University awarded Bata India Limited "Corporate Excellence
Award for the Best Retail Chain" during the international business
summit on 23rd February 2011.
9. Bata India Limited was recognized as the Most Trusted Brand at 18th
position by the Brand Trust Report. This ranking is post survey of
16,000 brands; only 300 top brands were felicitated by The Trust
CORPORATE SOCIAL RESPONSIBILITY
The following CSR activities were undertaken by your Company during the
- Shoes, slippers and stationery were donated to children in orphanage
and tribal children under "Bata Children Program" across India.
- The Company provided support to the disaster affected people by
promptly sending in shoes after the earthquake in Ladakh.
- Free Medical check up and blood donation camp organized in Batanagar.
- The Company encourages entrepreneurial spirit in the small scale
business located in the vicinity of its factories so that they become
independent associates and partners in progress. This generates
employment in the area giving opportunities for people to grow.
- The Company is providing free medical services to the people living
near the factory in Bataganj (Patna) and also free drinking water
facilities to the inhabitants residing around the factory.
- Bata Sports Club, Kolkata provides cricket and football coaching and
guidance to budding talents through the services of renowned sporting
- Bata School of Cricket participated in Cricket Association of Bengal
tournaments in junior group (Under - 14 & 17 Years).
- Organized sports day on the occasion of Childrens Day for the
underprivileged children from various NGOs/projects in Kolkata.
The year 2010 has been a milestone year for Bata Indias retail
business, with opening of 108 new large format stores across all major
towns in India. With more than 1200 stores across 400 cities, the Bata
Store is one of the most recognizable and favoured landmark in any
major market in India.
In Retail, your Company continues to improve the strategic positioning
of its stores to cater to the masses and compete better in future with
over 60 new Bata Stores opened every year, and existing stores being
renovated during the year. The growth of the retail business with
penetration in newer markets - especially Tier 2 / Tier 3 cities and
growth in existing metro market is the focus for Bata India. All the
new stores are in large format, with an average size of over 3000 sq.
ft. and offer an incomparable footwear shopping experience to the
customer. The renovated stores are also modeled on these large format
stores and promise a great shopping experience.
The specially designed shoe display systems, unique furniture for
non-footwear sales, contemporary styling, and great ambience ensure
that these new Bata Stores provide the best retail environment to its
customers, so as to make their footwear shopping experience at Bata a
very endearing one.
The large and international layout of these stores help in better
exhibition and display of the several footwear concepts from Batas new
The collection improved tremendously during the year 2010, with the
company launching trendy and fashionable designs which appealed to
todays youngsters. The new collection was well received and ensured
that the brand enjoyed great customer support and loyalty. Batas
leadership in the dress comfort segment continues and Comfit,
Ambassador and Mocassino brands have grown very well. For the ladies
segment, Batas popularity continues to grow with the trendy Marie
Claire range and its latest designs to enhance a womans femininity,
sensuality and individuality. The youth focused brand North Star and
specialty outdoor brand Weinbrenner presents new trendy designs with an
increased focus on casual styles.
The premium brand of Hush Puppies offers city casual styles to
customers while Scholl & Comfit are offered with fresh younger designs
for absolute comfort with style. Popular amongst the tiny tots,
Bubblegummers continue to allure them with its trendy and lightweight
Customer Service remained our focus with launch of new initiatives like
Home Delivery service, e-commerce enabled website and a dedicated call
centre for customer queries and suggestions. Extensive training of
store staff, customer response and research management systems, and
customer relationship management remained focal areas for the Company.
The Non Retail business has shown remarkable growth in business and
profits over last year. New dealerships were opened in unrepresented
areas to increase the market coverage. New products launched by the
Company resulted in serving many more customers.
The Company is concentrating on the top distributors and working with
them to grow our business. Constant incentive programs were offered to
existing dealers to ensure growth in wholesale business.
Bata Industrials & Institutional business has been steadily growing for
last 2 years and is expected to grow at a healthy rate for next couple
of years. Country wide distribution network has been established to
harness the market potential to become market leaders in next 2 years.
Bata Industrial collection has been awarded BIS & DGMS certification
which will allow us to serve more customers.
The Company has invested its resources in the factory to meet the
stringent technical specifications and standards of the safety footwear
business and ensure that our products are the best in the market.
Your Companys Export sales in 2010 were Rs 117.7 million compared to
Rs.77.7 million in 2009.
Your Company has a well organized Logistic Team at Gurgaon which
controls the distribution process and ensures that footwear of the
right size is available at the right time and at right place, to our
customers all over the country. Your Companys endeavour is to keep
improving its distribution process through greater use of Technology
inputs to track the rapid changes in consumer preferences and shopping
practices. To support and deliver the growth projections, your Company
is strengthening its Logistics Infrastructure through restructuring and
consolidation of the space at various Regional Distribution Centres
(RDCs), introduction of modern infrastructure and new technologies,
reduction in product transit lead-times and faster and more frequent
deliveries to stores.
The Capital Expenditure incurred during the year amounted to Rs. 580.4
million as against Rs.436.1 million in 2009. The increase in capital
expenditure was predominantly due to opening a number of new stores and
modernization of old stores. Capital expenditure has also been incurred
for installation of machinery and moulds to modernize our factories and
to produce latest trendy design footwear.
INDUSTRIAL RELATIONS AND PERSONNEL
Your Company has continuously been working to improve human resources
competencies and capabilities in the company to deliver results as per
the plan. Highlighted here are some of the initiatives and
interventions taken up during the year 2010 :
Strengthening and Re-designing Organization structure
To strengthen the organization in the area of sourcing quality
products, a new procurement function has been setup to support our
sourcing from external vendors. All the teams which were earlier
working for different category have become part of this team with the
objective of sourcing quality and cost effective product on time. The
function is headed by a Vice President - Procurement and based at
Gurgaon. 17 new professionals are recruited in various disciplines to
support the functions like quality control, vendor development,
Revamping of Logistics function
All 5 Regional Distribution Centres (RDC) teams are restructured over a
period of last six months. Your Company has hired total 21 new
professional executive including 5 RDC managers during last year and
now all our RDCs are managed by experienced professional managers hired
from other retail organization. Your Company is now working on
improvement in overall inventory and logistics management improvement
to cater to all its stores across chains.
Building up the best team in all our functional areas
During 2010 your Company has hired 71 Middle and Senior level
Executives for its various functional areas and people moving out,
retiring etc. had been replaced with professionals with better
qualification and experience.
Creating bench strength and building up capability for future growth
a) Executive Development plan
For the second consecutive year, your Company pursued its aim of
nurturing and developing new talent for various responsibilities by
successfully training its Executive Trainees. 13 executive trainee have
been hired from various retail management schools who have gone through
9 months Executive Development Plan (EDP) which was initiated in the
Total 13 executive trainees, who successfully completed their training,
have been placed as District Managers across chains in retail
operations in 2010.
Many more executives have been hired during 2010 for retail operation,
merchandising and whole sale, etc.
b) Graduate Engineers Development Plan
Your Company has also initiated process of hiring and training
engineers for its manufacturing division. In the first batch of
Graduate Engineer Trainees (GETs) a total of 11 graduate engineers
were inducted at Batanagar. The one year duration training program is
currently underway. During the initial phase of their training of 4
months at Batanagar, the trainees have been placed to different units
to take up On-the-Job training in their final phase of training.
Training and Development
a) Training of store staff, Store Managers and K-Agents
Developing and Training of internal talents continued to be the focus
area of your Company in 2010. Identified employees with potential for
growth were put on specific developmental plan, Training was conducted
for 1905 store employees and 150 store managers and K-Agents to enhance
their performance and effectiveness.
b) Store operations management course seminar
In September 2010, Bata India organized a seminar on Store Operations
Management Course leaded by Ms. Serena Di Sarra (Course Leader &
Business Analyst, Global Footwear Services) for the merchandisers and
district managers from all over the region. The objective of the course
was to equip participants with the best tools and skills to excel in
the area of retail operations.
During the seminar, the participants got an opportunity to interact
one-on-one with the leadership team and consolidate their analytical
skills, share best practices and familiarize themselves with Bata store
operations management process.
Total 15 participants from Kenya, Malaysia, Bangladesh, Thailand, Sri
Lanka and India attended this five days program.
c) Store Management Course and Winning Merchandise Course
Nominated buyers, retail manager and district managers from retail
operations attended winning merchandising course in Nairobi and
Singapore. The program have helped them to broaden their horizon on
different facets of merchandise and overall retail management and
A Merchandising Seminar was held, led by Ms. Gerry Tham, the then Chief
Buyer - Family concept and attended by merchandisers and distributors
with great enthusiasm. The focus was on providing a massive opportunity
to all our participants to consolidate their critical expertise and
familiarize themselves with Bata Merchandise Management.
Millennium Club 2010
Your Company recognized the achievement of the members of Millennium
Club 2010. The Millennium Club is a recognition program for all Retail
stores in Bata India Ltd. with an aim of acknowledging the superior
performance and extra efforts put in by the store managers who have
achieved a turnover of over Rs. 20 million and above during the
As a token of appreciation, the members were presented with trophies,
certificates and lapel pins for themselves and their team members, by
the Managing Director. This appreciation reinforced their commitment
and passion towards achieving the goals of the Company.
Performance management: through Quarterly Performance Review.
Your Company initiated a quarterly performance review process for all
the operational Retail Managers and District Managers. This process
very clearly defines their objectives and achievements. This review
takes place in retail chain office by the immediate supervisor before
HR representative and feedback of the last quarter is given to the
assessees and also their target for the next quarter is set. The
overall process has been extremely helpful in setting up a process of
continuous performance measurement and performance enhancement.
Information in terms of Section 217(2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Rules, 1975 is set out in
an Annexure to this Report.
The Earning per Share (EPS) (Basic and Diluted) of your Company has
increased substantially by 41.87% (from Rs.10.46 in 2009 to Rs.14.84 in
Your Company is out of Bank Borrowings since April 2010 as against
Rs.146.5 million at the end of 2009, despite the entire capital
expenditure and VRS funded through internal accruals.
RESEARCH & DEVELOPMENT ACTIVITIES AND ENERGY CONSERVATION
Your Company continued its local Research & Development activities
during the year in the key areas of product, process, material
development, footwear moulds, leather and tannery technology with
emphasis on creating a pollution-free work environment. Total
expenditure incurred on Research & Development was Rs. 50.1 million
during the year.
Your Company continues to actively pursue energy conservation measures.
SUPPORT FROM BATA GROUP
Your Company has seamless access to the benefits of technical research
and innovative programmes of the Bata group from Global Footwear
Services, for which it paid a fee of Rs.135.0 million during the
calendar year 2010.
The Company continues to receive guidance and managerial support in its
various functions including store layout, marketing, shoe line, up
gradation of factories, training of managers and guidance from senior
most managers of the group. The Technical Collaboration which expired
on December 31, 2010 has been renewed for a further period of 10 years.
The Statutory Auditors of the Company - Messrs. S R Batliboi & Co.,
Chartered Accountants retire at the ensuing Annual General Meeting of
the Company and have given their consent for re-appointment. Your
Company has also received their Certificate pursuant to Section 224(1B)
of the Companies Act, 1956.
DIRECTORS RESPONSE TO THE COMMENTS, IF ANY, MADE BY THE AUDITORS IN
Auditors Report read together with Annexure referred to in Paragraph 3
of the Auditors Report do not contain any qualification of significant
nature and do not call for any explanation / clarification.
In compliance with the Central Governments Order, your Board has
appointed Messrs. Mani & Co., Cost Accountants to carry out the Cost
Audit of the Company in respect of Footwear. This appointment has to be
made in each financial year and based on the application of your
Company, the Central Government has approved the re-appointment of the
Cost Auditor for the current financial year.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of your Company, Mr. P M Sinha and Mr. U
Khanna, Directors of the Company are due to retire by rotation at the
ensuing Annual General Meeting of the Company. Mr. P M Sinha, Chairman
of the Board has decided not to seek any re-election. Mr. Sinha will,
however, be stepping down from the Board after the conclusion of the
78th Annual General Meeting of the Company. The Company has achieved
several milestones during his tenure as the Chairman. The Board of
Directors of your Company wishes to place on record its sincere
appreciation for the valuable services rendered by Mr. P M Sinha during
his tenure as the Chairman. The Board wishes Mr. Sinha good health in
the ensuing years. Mr. U Khanna, being eligible, offers himself for
re-appointment as a Director on the Board of your Company.
Mr. Shaibal Sinha, Director Finance of your Company resigned from the
Board with effect from September 7, 2010 and the Board accepted his
resignation with effect from the same date. The Board of Directors of
your Company wishes to place on record its sincere appreciation for the
valuable services rendered by Mr. Shaibal Sinha during his tenure as
Director Finance of the Company.
The Nomination, Governance & Compensation Committee recommended to the
Board which was agreed by the Board that Mr. Fadzilah Mohd. Hussein be
appointed as an Additional Director on the Board of your Company with
effect from July 29, 2010. The Company has received a notice in writing
from a Member of the Company under Section 257 of the Companies Act,
1956 signifying his intention to propose the appointment of Mr.
Hussein. Your Board, at the said Meeting has also appointed Mr. Hussein
as Director Finance for a period of 5 (five) years with effect from
October 01, 2010, subject to approval of the shareholders and also
fixed his remuneration within the overall limits specified under the
Companies Act, 1956 and as approved by the Shareholders at the 76th
Annual General Meeting held on May 26, 2009. The aforesaid appointments
of Mr. Hussein are being proposed by separate Resolutions which form
part of the notice of the Annual General Meeting.
The Nomination, Governance & Compensation Committee recommended to the
Board which was agreed by the Board that Mr. Rajeev Gopalakrishnan be
appointed as an Additional Director on the Board of your Company with
effect from February 23, 2011. The Company has received a notice in
writing from a Member of the Company under Section 257 of the Companies
Act, 1956 signifying his intention to propose the appointment of Mr.
Gopalakrishnan. Your Board, at the said Meeting has also appointed Mr.
Gopalakrishnan as Managing Director-Bata Stores, Bata India Limited for
a period of 5 (five) years, subject to approval of the shareholders and
also fixed his remuneration within the overall limits specified under
the Companies Act, 1956 and as approved by the Shareholders at the 76th
Annual General Meeting held on May 26, 2009. The aforesaid appointments
of Mr. Gopalakrishnan are being proposed by separate Resolutions, which
form part of the notice of the Annual General Meeting.
At its Meeting held on April 28, 2011 the Nomination, Governance &
Compensation Committee recommended to the Board which was agreed by the
Board that Mr. Atul Singh and Mr. Akshay Chudasama be appointed as
Additional Directors on the Board of Directors of your Company with
effect from April 28, 2011. In terms of Section 260 of the Companies
Act, 1956 both Mr. Atul Singh and Mr. Akshay Chudasama hold office upto
the date of the forthcoming Annual General Meeting. The Company has
received separate Notices in writing from a Member of the Company under
Section 257 of the Companies Act, 1956 signifying his intention to
propose the appointments of Mr. Atul Singh and Mr. Akshay Chudasama as
Directors of the Company, liable to retire by rotation. The
appointments of Mr. Atul Singh and Mr. Akshay Chudasama as Directors of
the Company are being proposed by separate Resolutions, which form part
of the Notice of this Annual General Meeting.
Your Company has restructured the Agreements with revised terms and
conditions for development of the modern integrated township project at
Batanagar. This has been done to ensure that the development of the
project proceeds with due urgency and your Company manages to focus on
its core businesses. The restructured Agreements have been signed on
April 28, 2010. As envisaged, the project is progressing in full swing.
The employees of the Company at Batanagar Factory have been shifted to
The Bata Rehabilitation Housing Complex, located next to the Batanagar
Factory. This Housing Complex has defined a new way of living for the
employees as the new flats are full of amenities, e.g., Central open
space for community functions, Storm water drainage system, PG Gas
Connections replacing earlier stove systems, state-of-the-art
multipurpose grounds for various kinds of sports, good housekeeping
system, etc. In consideration of the restructured Agreements, the
Company has received an aggregate amount of Rs.1,000.0 million in cash
for future transfer of shares in the Joint Venture Company - Riverbank
Developers Private Limited (RDPL) and variation of the development
rights for the project. However, the condition precedent to recognizing
such sale of investment and variation of rights in the joint
development agreement had crystallized in the month of March, 2011 and
consequently, the gains of Rs. 1,093.55 million before tax arising on
the said transaction have been recognized in the Books of the Company
during the financial year 2010-11. Further, as part of consideration,
your Company is yet to receive 3,24,550 sq. ft. of constructed space at
no additional cost as per the terms of the agreements. Pursuant to
such restructuring, your Company has disposed off its stake in joint
venture with RDPL.
Notwithstanding the aforesaid restructuring of Agreements, your Company
continues to remain committed to the Government of West Bengal in terms
of the approval given by it. The Companys factory will continue to
operate from its present site and the Company will continue to make
additional investments in the factory for its modernization and for the
revitalization and rejuvenation of the employees of the Company at
Batanagar. The Companys commitment to its employees and the Government
of West Bengal remains undiminished.
DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF
THE COMPANIES ACT, 1956
Your Directors hereby confirm :-
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
ii) that the Directors 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 at the end of the financial year, and of the
profit of the Company for that period ;
iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) that the Directors have prepared the Annual Accounts on a going
As required under Section 212 of the Companies Act, 1956, the Audited
Balance Sheet and Profit & Loss Account along with the respective
Reports of the Auditors and the Board of Directors thereon of the
subsidiary companies of the Company for the year ended 31 December 2010
Your Company believes that Corporate Governance is a way of life rather
than something to be carried out under legal compulsion. Your Company
is committed to the application of the best management practices,
compliance with law, adherence to ethical standards and discharge of
social responsibilities. Your Company has in all spheres of its
activities adequate checks and balances to ensure protection of
interest of all stakeholders. Your Company also endeavours to share
with its stakeholders openly and transparently information on matters
which have a bearing on their economic and reputational interest. This
calls for a great degree of judgment and discretion so as not to put
business and commercial interest of the Company at risk.
Corporate Governance Report as well as Corporate Governance Compliance
Certificate received from the Statutory Auditors is provided as
separate Annexure to this Report.
The Directors place on record their sincere appreciation for the
cooperation and support received from investors, our dear shareholders,
customers, business associates, bankers, vendors as well as regulatory
and governmental authorities.
The Directors appreciate the invaluable contribution of the management
team under whose determined efforts the Company has been able to
achieve all its major targets in 2010.
The Board would also like to thank the Managing Director and the
Director Finance, the nominated Directors on the Board and the Major
Shareholders for their complete support in revamping the operations of
the Company. We are also very grateful to our independent Directors who
despite their busy schedules have given their contributions and shared
their valuable experience and knowledge with the Management to take the
Company forward. We wish the Management all the best for achieving even
greater heights in the future.
For and on behalf of the Board of Directors
P M Sinha
Gurgaon, April 28, 2011.