Britannia Annual Report 2008

Britannia Annual Report 2008-09
BOARD OF DIRECTORS
CHAIRMAN :
Nusli N Wadia
MANAGING DIRECTOR :
Vinita Bali
DIRECTORS :
Keki Dadiseth
Avijith Deb
A K Hirjee
Nimesh N Kampani
S S Kelkar
Pratap Khanna
Ajai Puri
Jeh N Wadia
CHIEF FINANCIAL OFFICER :

Raju Thomas
COMPANY SECRETARY :
V Madan
AUDITORS :
Lovelock & Lewes
Chartered Accountants
5th Floor, Tower D, The Millenia
1&2 Murphy Road, Ulsoor
Bangalore - 560 008
BANKERS :
ABN Amro Bank N.V.
Axis Bank Limited
Bank of America
Citibank N.V.
HDFC Bank Limited
ICICI Bank Limited
Indian Bank
Standard Chartered Bank
State Bank of India
The Hongkong and Shanghai Banking Corporation Limited
Registered Office : 5/1A, Hungerford Street, Kolkata – 700 017

Executive Office : Britannia Gardens, Airport Road, Vimanapura, Bangalore - 560 017.
CONTENTS
Financial Highlights .....................................................................................................................................01
Report of the Directors .................................................................................................................................02
Management Discussion and Analysis..........................................................................................................14
Report on Corporate Governance.................................................................................................................16
Auditors’ Report ...........................................................................................................................................27
Balance Sheet ................................................................................................................................................30
Profit and Loss Account ...............................................................................................................................31
Cash Flow Statement ....................................................................................................................................32
Schedules to Balance Sheet and Profit and Loss Account.............................................................................34
Auditors’ Report on Consolidated Financial Statements .............................................................................69
Consolidated Balance Sheet ..........................................................................................................................70
Consolidated Profit and Loss Account .........................................................................................................71
Consolidated Cash Flow Statement..............................................................................................................72
Schedules to Consolidated Balance Sheet and Profit and Loss Account ......................................................74
Information on Subsidiary Companies .........................................................................................................98
Significant Ratios ..........................................................................................................................................99
Ten Year Financial Statistics .......................................................................................................................100

FINANCIAL HIGHLIGHTS
Rs. Million 2008-09 2007-08 % Change
Net Sales 31,122 25,841 20%
Operating profit 2,293 2,020 14%
Shareholders’ funds 7,979 7,326 9%
Capital expenditure 678 666 2%
Before exceptional items
- Profit before tax 2,531 2,245 13%
- Profit after tax 1,940 1,859 4%
- Cash flow generation 2,275 2,150 6%
After exceptional items
- Profit before tax 2,325 2,323 0%
- Profit after tax 1,804 1,910 -6%
- Cash flow generation 2,139 2,201 -3%
Per equity share (Rs.)
Earnings 75.51 79.95 -6%
Dividend 40.00 18.00 122%
Dividend + Tax 46.80 21.06 122%
1
REPORT OF THE DIRECTORS

The Directors present their Annual Report together with to a subsidiary, Rs. 205 MM towards write back of
the Statement of Accounts for the year ended 31 March previous years’ liabilities no longer required and
2009. Rs. 228 MM towards capital receipt for settlement of
litigation with Groupe Danone. Earnings per Share
1. FINANCIAL RESULTS are Rs. 75.51 compared with Rs. 79.95 last year. The
tables below show trends in performance across key
Rs. Million parameters :
Particulars Year ended
Year ended
31 March 08
31 March 09 In retrospect, 2008-09 was a mixed year,
26,170
31,429
Gross Sales 322
399
Other Income
Profit from Operations
(PBT before Other Income,
Finance costs and
Exceptional Items)
Profit before Tax
Less: Tax 2,293 2,020
Net Profit 2,325 2,323
Add: Profit brought 521 413
forward 1,804 1,910
Profit available for
appropriation
Less: Dividend on Equity
Shares 600 600
Less: Tax on Dividend
Less: Transfer to General 2,404 2,510
Reserve
Balance Carried forward to
Balance Sheet 956 430
162 73
190 1,407 characterized by continual and high commodity

inflation and a slow-down in GDP and disposable
income growth in the 2nd half of the year. This
1096 600 impacted your Company’s growth, reducing it to
17.2% as compared to 24% in the 1st half.
Net Cash flow from
operating activities 2,468 631 Market and consumer sentiment were partly affected
by the global economic crisis and partly by a reduction
2. OVERVIEW OF COMPANY PERFORMANCE in market liquidity, especially with organized trade,
In a year of economic & market uncertainty your making consumers more cautious & discerning. In
Company added Rs. 5,281 MM to the net turnover this scenario, your company fortified its strategy of
and achieved a sales growth of 20.4%. Profit from investing in its 6 Power Brands, added a 7th, and
operations increased 13.5%. Net Profit for the simultaneously restructured operations. Over the
year at Rs. 1,804 MM, was achieved in the context last 4 years, your Company has taken Rs. 1,800 MM
of another year of high commodity inflation, of cost out of the system. This has been achieved by
especially wheat flour, sugar & laminates, taking consolidating operations where relevant, optimizing
the operating margin to 7.3% in 2008-09. Net Cash manufacturing units, reducing complexity and
Flow from operating activities for the year was eliminating wastages in the value chain.
Rs. 2,468 MM compared with Rs. 631 MM in the
previous year. Consistent with your Company’s
priority of investing for growth, Capex for the year Additionally, your Company continued to sharpen
was Rs. 678 MM compared with Rs. 666 MM in the its consumer & customer insight to identify new
previous year. Exceptional items for the year include sources of growth and profitable revenue generation.
Rs. 249 MM towards amortization of VRS costs, This resulted in initiatives to energise power
Rs. 390 MM towards provision for doubtful advances brands and open up new consumption occasions
& opportunities. As an example, the “on-the-go
consumption opportunity” has led to the successful
2
launch of brands and packages, conveniently priced includes turnover of Strategic Food International Co.
at Rs. 5/- for personal consumption. LLC, Dubai (SFIC) and Al Sallan Food Industries
Company SAOG, Oman (Al Sallan) for 15 months in
Once again, consumers voted ‘brand’ Britannia among view of change in the accounting year from January
the Top 10 Most Trusted Brands across all categories – December to April – March. Turnover grew by
for the 5th successive year in an independent survey 20.19 % on a like to like basis.
conducted by AC Nielsen and The Economic Times.
Britannia was rated as the 2nd Most Trusted Food
Brand and the 7th Most Trusted Brand across all The Consolidated Net Profit of the Company
categories in 2008. The value of the Britannia brand for the year ended 31 March 2009 was Rs. 1,515
was also recognized internationally with Time MM compared to Rs. 1,774 MM in the previous
Magazine in its issue of 17 August 2008, quoting year. Profit was impacted by losses in Daily Bread
the collaborative partnerships that Britannia has operations in Hyderabad and Delhi, mainly due to
created in the nutrition space, as one of 8 examples a slow down in food retailing. Operations in these
of creative capitalism from around the world. locations were discontinued in December 2008, with
Bangalore focusing on consolidation of operations &
cost effectiveness to generate growth. Additionally,
the Middle East business faced severe cost challenges
Your Company extended its international footprint due to exorbitant inflation in all key commodities
with exports more than doubling to Rs. 555 MM. like Flour, Sugar & Oil, which resulted in lower
Further, operations in Sri Lanka commenced with profit compared to the previous year.
a select range of Power Brands, which have had a
positive response from both consumers & trade.
Performance of Subsidiaries, Joint Ventures and

3. CONSOLIDATED FINANCIAL RESULTS
Associates is presented below:
Your Company has prepared Consolidated Financial
Statements in accordance with Accounting Standard SUBSIDIARIES, JOINT VENTURES AND
21(AS 21) issued by the Institute of Chartered ASSOCIATES
Accountants of India. The Consolidated Statements
Your Directors present herewith a broad overview
reflect the results of the Company and that of its
of the operations and financial performance of
Subsidiaries, Joint Ventures and Associates. As
Subsidiaries, Joint Ventures and Associates of your
required by Clause 32 of the Listing Agreement with
Company.
the Stock Exchanges, the Audited Consolidated
Financial Statements together with the Auditors
Report thereon are annexed and form part of this Britannia New Zealand Foods Private Limited
Annual Report. The summary of performance is (BNZF)
given below:
BNZF, the Joint Venture with M/s Fonterra Co-
operative Group Limited of New Zealand, markets
& sells dairy products, comprising cheese, dairy
Rs. Million whitener, dahi, butter and ghee. These products,
sold under the Britannia Milkman brand, are
Particulars Year ended Year ended available nationally and Britannia is the market
31 March 09 31 March 08 leader in the cheese segment, having led innovation
in the category with cheese spreads, flavoured
Gross Sales 34,523 28,092 cheese cubes and low fat cheese. For the year ended
31 March 2009, BNZF recorded a turnover of
Other Income 387 334 Rs.1,618 MM, compared with Rs. 1,424 MM in the
previous year, a growth of 13.6% and reduced the Net
Profit from Operations 1,721 1,959
Loss to Rs 35 MM from Rs. 51 MM in the previous
(PBT before Other
year. During April 2009 your Company entered into
Income, Finance
an agreement with M/s. Fonterra Brands (Mauritius
costs and Exceptional
Holding) Limited, Mauritius, to acquire the latter's
Items)
49% equity and preference shareholding in Britannia
New Zealand Foods Private Limited (BNZF), subject
Profit before Tax 1,963 2,181 to approval of the Reserve Bank of India which was
granted on 19 May 2009. With this acquisition, your
Net Profit 1,515 1,774 Company, together with its wholly owned subsidiary
The Consolidated turnover of the Company for the

year ended 31 March 2009 was Rs. 34,523 MM. This
3
holds the entire equity and preference capital of Company the advantage of improving its customer
BNZF. service, resulting in an overall share increase in the
key markets of UAE from 6.0% to 9.1% & Oman
Going forward, dairy products will play a more from 7.8% to 11.6%. Additionally, in order to gain
dominant role in the growth of your Company. operational efficiencies in the supply chain, the
Company consolidated most of its manufacturing
Daily Bread Gourmet Foods (India) Private Limited operations in Sohar.
(Daily Bread)
Daily Bread is engaged in the business of premium Investment and Holding Companies
bakery products. The Company registered a growth
M/s Boribunder Finance and Investments Private
of 38% in 2008-09 with sales of Rs. 163 MM and
Limited (Boribunder), M/s Flora Investments
incurred a Net Loss of Rs. 248 MM, mainly due
Company Private Limited (Flora) and M/s Gilt Edge
to the relatively high infrastructure investment in
Finance and Investments Private Limited (Gilt Edge)
Hyderabad and Delhi operations, at a time when
form the Investment Associates of your Company.
the retail sector began to slow down. Consequently,
M/s Boribunder Finance and Investments Private
in December 2008, Daily Bread discontinued its
Limited (Boribunder) is a wholly owned subsidiary
operations in these locations with a focus on growing
of your Company.
its business in Bangalore where the brand has been
available for 6 years and is well established.
The combined revenue and loss of investment
companies for the year ended 31 March 2009 was
Rs. 1.42 MM and Rs 1.27 MM respectively. The losses
Daily Bread has added new institutional customers in
are mainly due to reduction in service fee receipts.
Bangalore, developed a franchisee model to expand
its footprint and focused on cost effectiveness across
Further, pursuant to Section 4 of the Companies
the entire value chain. With these initiatives, the
Act 1956, the following companies engaged in
Daily Bread business in Bangalore is expected to
manufacture of biscuits at various locations are also
break even at the EBITDA level this year.
deemed to be subsidiaries of your Company. The
Gross Income and Net Profit of the said subsidiaries
In April 2009 your Company acquired the 25% during 2008-09 are as under:
stake held by the original promoters as a means to Rs. Million
streamline and focus operations.
Name of Subsidiary Gross Net Profit
Strategic Food International Co. LLC, Dubai (SFIC) Income/ (Loss)
Your Company holds 70% stake in SFIC. For the 1102.47
International Bakery
period ended 31 March 2009, SFIC recorded a Products Limited, TC
turnover of UAE Dirhams 129.90 MM (Rs. 1,578 Balam, Tamil Nadu
MM) and a Net Loss of UAE Dirhams 22.17 MM (Rs. J B Mangharam Foods
269 MM). 132 (3.90)
Private Limited, Gwalior
Manna Foods Private
During the year the business faced severe cost Limited, Bangalore 30 (0.41)
challenges due to exorbitant inflation in the cost of Ganges Vally Foods Private
all key commodities like flour, sugar & oil, which Limited, Kolkata 96 0.31
resulted in lowering Operating Profit compared to Sunrise Biscuit Company
the previous year. Private Limited, Guwahati
341 (0.35)
Al Sallan Food Industries Company SAOG, Oman

(Al Sallan) Britannia and Associates (Mauritius) Private Ltd.
Britannia and Associates (Mauritius) Private Ltd,
Your company holds 65.46% stake in Al Sallan which (BAMPL) a Company formed in Mauritius is the
recorded Sales of RO 6.3 MM (Rs. 730 MM) in 2008- holding Company of Britannia and Associates
09 and Net Loss of RO 0.6 MM (Rs. 69.0 MM). (Dubai) Private Co. Ltd, (BADCO) a Jebel Ali
Free Zone Company, which in turn holds strategic
In order to obtain synergies in the Middle East investments in SFIC and Al Sallan.
operations, your Company successfully consolidated The combined revenue and loss of the holding
the front-end of the business and appointed common companies for the period ended 31 March 2009 was
distributors for the products of Al Sallan, SFIC and USD 0.02 MM and USD 0.73 MM respectively.
Britannia exports from India. This has given your
4
Welfare Companies To further strengthen the ‘health & nutrition’ benefit,

several key brands were fortified with essential
M/s Britannia Employees General Welfare micro-nutrients and today 50% of your Company’s
Association Private Limited, M/s Britannia Employees biscuit & bread portfolio is fortified.
Educational Welfare Association Private Limited
and M/s Britannia Employees Medical Welfare Several new and renovated offerings were introduced
Association Private Limited are the three other across Power Brands and these include Tiger Creams
associates of your Company. These are companies in a new recipe, packaging and a wider choice of
limited by guarantee, have no share capital and have flavours; Berry Cherry cake; specialty breads like
been set up for general, educational and medical cheese garlic bread, multi grain bread, etc.
welfare of the employees of your Company. They are
not engaged in any commercial activity. With a view to increasing the accessibility and
affordability of its brands, a number of new packs
and price points were introduced to target new
4. DIVIDEND consumption opportunities both ‘in-home’ and ‘out-
of-home’.
The Board of Directors declared an interim dividend
of 400% on the paid up equity share capital of the To extend the relevance and synergy of its bakery
Company for the financial year 2008-09, which and dairy portfolio, your Company consolidated
works out to Rs. 40 per share. The Directors further customer service in Modern Trade and other large
decided not to recommend a final dividend for the key accounts. This enabled the sales team to focus
year. The total payout will amount to Rs.1,118 MM on these channels, create a differentiated approach
including dividend distribution tax of Rs. 162 MM and improve service levels.
6. MANUFACTURING OPERATIONS
5. BRANDS
Your Company believes that its business is brands. The emphasis in manufacturing continued to be on
Therefore, the right and adequate investment in creating a responsive and cost effective supply chain.
brands is a key priority. This investment includes A large number of initiatives were rolled out to
everything that the Company does to gain consumer improve productivity through effective application of
insights and convert those into meaningful and technology and improved manufacturing processes
differentiated propositions that delight & satisfy as well as switching to lower cost energy options. The
consumers and create value for all other stakeholders. emphasis on recycling energy resulted in reducing
During the year, investment in Advertisement & baking fuel consumption by approximately 13%.
Sales Promotion increased by 17.5% and together
with the renovation & innovation efforts across the
Technology improvement projects were replicated,
portfolio, resulted in a healthy double digit growth
of 20.1%. following successful pilots, across locations to secure
cost and quality advantages.
Production at Uttarakhand factory crossed 5000

Your Company further streamlined and strengthened Tonnes / month and overall costs reduced due
its marketing approach across the two portfolios of to efficiency and productivity improvements in
‘delight and lifestyle’ brands like Good Day, Treat, manufacturing. Capacity was augmented across
50-50, Pure Magic, etc., and ‘health and nutrition’ categories to meet market place demand. During the
brands like Tiger, Milk Bikis & MarieGold. A 7th year, your Company also set up new manufacturing
new Power Brand was added to the Company’s facilities for cake & toast, in line with the growing
portfolio with the launch of NutriChoice 5 Grain, demand for these products.
which created a meaningful stake in the ‘health and
nutrition’ space.
7. QUALITY STANDARDS
A large number of initiatives were taken to fortify Your Company believes in continually striving
the health and nutrition aspect of the Company’s for a higher and better level of quality not just in
portfolio and in that respect, as stated last year, your its products and packs, but also in its operations.
Company made the responsible decision of removing A key plank of quality assurance is the ongoing
transfat from its entire portfolio of biscuits, the only quality training that is imparted across the system to
Company in India to have done this. Consequently, employees, contract packers and vendors that your
a total of 8,500 T of transfat was removed. Company deals with on an ongoing basis.
5
The thrust on grinding quality into everything your Pursuant to the direction of the Madras High Court,
Company does, now comprehensively covers both the CIT-Kolkata passed orders rejecting the deeds of
recurring as well as new processes. In addition to variation submitted in May 2005 by the Company's
quality measured in the factory, a ‘Consumer Quality Pension Funds on technical grounds. The Company
Index’ was put in place to understand ‘delivered has preferred an appeal before the Central Board of
quality’ to consumers. Direct Taxes, New Delhi, challenging the orders of
the CIT.
8. INFORMATION TECHNOLOGY
Your Company has extensively used its IT A suit was filed by the Britannia Industries Limited
infrastructure and systems to generate timely, Pensioners Welfare Association in the Court of
granular and actionable information. This spans the City Civil & Sessions Judge, Bangalore, where the
entire gamut of the value chain - from procurement Hon'ble Court passed interim orders on 1 January
to final sale. In this context, your Company 2009 and 10 February 2009 directing the Funds to
strengthened its market information systems, pay pension to the members in accordance with the
enabling decisive and quick action. Investment in IT computation made and submitted by the Pension
therefore increased over 20%. Funds to the Court. This computation was on a
defined contribution basis, and is consistent with
the pension offered by the Pension Funds to eligible
employees at the time of their retirement/exit. The
9. ENVIRONMENT AND SAFETY
Funds have been complying with the said order.
The drive to reduce energy consumption through
process improvements and recycling was amplified
during the year. Several initiatives were undertaken
to ensure optimum consumption of energy and The Britannia Industries Limited Pensioners Welfare
thereby minimize emission levels. Association had also filed a writ petition in the
Hon'ble Calcutta High Court seeking various reliefs
Environmental friendly fuels were used in the relating, inter alia, to their pension benefits. In April
manufacturing process across several locations. With 2009, the association withdrew this case.
the potential extension of the gas grid across the
country, your Company will look for opportunities
to enhance the use of such fuels.. The above matters have been dealt with in note
29 of Schedule T to the Accounts , which are self
explanatory.
10. CORPORATE SOCIAL RESPONSIBILITY
Building on the success of the GAIN and Naandi 12. ENERGY, TECHNOLOGY AND FOREIGN
Foundationpartnerships,yourCompany EXCHANGE
collaborated with other NGO’s like the ‘Navjyoti
Foundation’ to supply iron fortified Tiger biscuits Details of energy conservation, technology
for children in order to supplement their nutrition absorption, foreign exchange earnings and outgoings
needs. It also continued to partner with the UNWFP in accordance with the provisions of clause (e) of
(United Nations World Food Program) to supply sub-section (1) of Section 217 of the Companies Act,
customized biscuits to “at risk” populations across 1956, read with the Companies (Disclosure of the
countries. Particulars in the Report of Board of Directors) Rules,
1988, are given as an annexure to the Directors’
Report.
11. PENSION
In respect of the notice received from the 13. SETTLEMENT WITH GROUPE DANONE
Commissioner of Income Tax (CIT), Kolkata in April
2007, to the Company's Covenanted Staff Pension Your Company and Groupe Danone signed a
Fund, asking it to show cause, why recognition Settlement Agreement on 14 April 2009 in respect
granted to the Fund should not be withdrawn, for of “TIGER” litigation pending in the High Courts of
refunding in the year 2004, the excess contribution Singapore and Kuala Lumpur, for the period upto
of Rs.121.199 MM received by it in earlier years, the 30 November 2007, when Groupe Danone sold its
Hon'ble Supreme Court of India has directed the biscuit business to Kraft Inc. USA. Currently, your
Single Judge of the Hon'ble Calcutta High Court to Company is pursuing the matter with Kraft Inc. USA
hear the same. for the period December 2007 onwards.
6
14. GROUPE DANONE SHAREHOLDING However, as per the provisions of Section 219(1) (b)
(iv) of the Act, the report and accounts are being sent,
M/s Leila Lands Limited, Mauritius, a subsidiary of excluding the statement containing the particulars
The Bombay Burmah Trading Corporation Limited to be provided under Section 217(2A) of the Act.
(Bombay Burmah), has on 14 April 2009 acquired Any member interested in obtaining such particulars
100% of Britannia Brands Limited, UK from Danone may inspect the same at the Registered Office of the
Asia Pte Limited, Singapore resulting in their Company or write to the Company Secretary for a
indirect shareholding in Britannia Industries Limited copy thereof.
increasing to 50.96%. Consequently, your Company
has now become a subsidiary of The Bombay Burmah
Trading Corporation Limited.
18. EMPLOYEE STOCK OPTION SCHEME
Following the shareholders’ approval at the

15. CORPORATE GOVERNANCE Annual General Meeting of the Company held on
28 July 2008, the Company has formulated and
In accordance with Clause 49 of the Listing implemented an Employee Stock Option Scheme
Agreement with the Stock Exchanges, a separate (Scheme) for granting stock options (Options) to
report on corporate governance along with the certain employees of the Company, in terms of the
Auditors’ Certificate on its compliance is attached to provisions of SEBI (Employee Stock Option Scheme
this Report. and Employee Stock Purchase Scheme) Guidelines,
1999 (the SEBI Stock Option Guidelines). The
Remuneration Committee of the Board of Directors
16. DIRECTORS is entrusted with the responsibility of administering
the scheme.
Mr. Francois-Xavier Roger resigned as a Director
of your Company with effect from 31 August 2008.
Further, Mr. Philippe Loic Jacob and Mr. Stephan
Gerlich resigned as Directors with effect from
14 April 2009. Your Board records its gratitude and The Remuneration Committee has granted 15,000
appreciation for the various contributions made by options to the Managing Director on 28 October
Mr. Roger, Mr. Jacob and Mr. Gerlich during their 2008 and a further 15,000 options on 27 May 2009,
association with the Company. at the market price as defined in the SEBI Stock
Option Guidelines.
Your Board appointed Dr. Ajai Puri as a Director The Company’s Auditors, M/s. Lovelock and Lewes,
in the casual vacancy caused by the resignation of have certified that the Scheme has been implemented
Mr. Philippe Loic Jacob, at its meeting on 30 April in accordance with the SEBI Guidelines and the
2009. Dr. Ajai Puri has vast experience in the Food resolution passed by the members at the Annual
Industry especially in Research & Development General Meeting held on 28 July 2008.
and Quality Assurance, with specialist experience
in nutrition having worked in several leading food
and beverage multinationals. Dr. Puri has also been Requisite disclose in respect of the ESOS in terms of
appointed Chairman of the Innovation Committee of Guideline 12 of the SEBI Stock Option Guidelines,
the Board which will oversee product & technology has been provided in Annexure which forms part of
innovation in your Company. this report.
19. AUDITORS
In accordance with the provisions of the Companies M/s. Lovelock & Lewes retire in accordance with
Act, 1956 and the Articles of Association of the the provisions of the Companies Act, 1956. They
Company, Mr. A K Hirjee, Mr. Jeh N Wadia and have indicated their willingness to continue in office
Mr. Keki Dadiseth, Directors, retire by rotation at and are recommended for reappointment as the
the forthcoming Annual General Meeting and are Company’s Auditors for the ensuing year.
eligible for reappointment.
20. DIRECTORS’ RESPONSIBILITY
17. PARTICULARS OF EMPLOYEES
Pursuant to sub-section (2AA) of Section 217 of
Information as per Section 217 (2A) of the Companies the Companies Act, 1956, your Directors, based on
Act, 1956, read with the Companies (Particulars of representations from the Operating Management,
Employees) Rules, 1975, forms part of this Report. confirm that:
7
i) In the preparation of annual accounts, the assets of the Company and for preventing and
applicable accounting standards have been detecting fraud and other irregularities;
followed and there are no material departures;
iv) They have prepared the annual accounts on a
ii) They have, in selection of the accounting going concern basis
policies, consulted the statutory auditors and
applied these policies consistently, making 21. ACKNOWLEDGEMENTS
judgments and estimates that are reasonable
and prudent, so as to give a true and fair view The Directors would like to thank all stakeholders,
of the state of affairs of the Company as on namely, customers, shareholders, dealers, suppliers,
31 March 2009 and of the profit of the Company bankers, employees and all other business associates
for the year ended 31 March 2009; for the continuous support given by them to the
Company and its management.
iii) They have taken proper and sufficient care,

to the best of their knowledge and ability, On behalf of the Board
for the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 1956 for safeguarding the Mumbai Nusli N Wadia
27 May 2009 Chairman
8
ANNEXURE TO THE REPORT OF THE DIRECTORS

Information under Section 217 (1) (e) of the Companies Unit per Litre of Diesel oil 3.03 3.02
Act, 1956 read with Companies (Disclosure of Particulars (kwh/Litre)
in the Report of Board of Directors) Rules, 1988. Cost / Unit (Rs./kwh) 10.71 10.08
(1gwh = 1,000,000 kwh)
A. CONSERVATION OF ENERGY ii) Through steam turbine /
Generator
(a) Following energy conservation measures were Units (KL)
undertaken during 2008-09: Unit per litre of fuel oil / Nil Nil
gas Nil Nil
(i) Commenced use of alternate fuel, propane, in Cost / Unit ( Rs. /KL)
Uttarakhand Factory iii) Others / Internal
Generation (Baking Fuel Nil Nil
(ii) Commissioned Energy Integration Systems in Consumption)*
Mixers Quantity (Billion btu)
Total Cost (Rs. MM)
(iii) Replaced conventional tube lights with energy Rate / Unit (Rs./therm)
efficient tube lights Consumption per Unit of 192.00 228.27
Production 154.07 149.21
(iv) Installed two zone waste heat recovery systems
Bakery Products 80.24 65.37
in Delhi factory
Biscuits (Mt)
(v) Extended the use of PNG and Coal gas, wherever Electricity (kwh/mt) **
available Baking Fuel (Therms/mt) **
(b) Additional investments and proposals, if any, being 100402 104154

implemented for reduction of consumption of 122.98 151.66
energy: 19.12 21.92
Investment of Rs. 30 MM planned in 2009-10 for

* different baking fuels like furnace oil, piped natural
investing in various projects relating to reduction in
gas, coal gas and HSD are used at our factories.
energy consumption
** Of Equivalent Production
(c) Impact of measures taken (a) & (b) above:
Rate per unit of electricity purchased was higher at Rs
i) Electricity consumption reduced to 122.98 4.25 compared with Rs 3.95 in the previous year due to
units /tonne in 2008-09 as compared to 151.66 increase in rate per unit of electricity in Uttarakhand and
units / tonne in the previous year. Kolkata.
ii) Baking fuel consumption declined from 21.92 Own generation of electricity was lower than the previous
therms / mt to 19.12 therms/ mt, resulting in a year due to Uttarakhand factory relying more on purchase
12.77% reduction over the previous year. of electricity which is cheaper than own generation.
Further, the suspension of operations at Chennai also
Form ‘A’ contributed to lower own generation.
Form of disclosure of particulars with respect to

conservation of energy Baking fuel consumption was lower in 2008-09 due to
use of propane gas at Uttarakhand factory, installation
of waste heat recovery systems, and better controls. The
For the year ended 31 March 31 March increase in rate per unit of baking fuel is due to increase
20082009 in cost of LDO, coal gas, PNG etc.
ELECTRICITY
a) Purchased (gwh) 11.68 14.45 Biscuit production was lower in 2008-09 due to closure
Total amount (Rs. MM) 49.63 57.12 of manufacturing operations at Chennai, from April 08.
Rate / Unit (Rs./kwh) 4.25 3.95 This also resulted in lower electricity purchased & own
(1gwh = 1,000,000 kwh) generation.
b) Own Generation
i) Through Diesel Generator
(gwh) Increase in cost per unit of own generation as well as the
0.66 1.34 rate per unit of baking fuel was due to increase in cost
of HSD / other fuel used in baking. Consequent to the
9
energy saving measures initiated, electricity and baking iv) Focused thrust on enhancement of process
fuel consumption for biscuits per tonne was lower in efficiency and product- consistency.
2008-09 compared with the previous year.
v) Basic research in the area of nutrition, analytical
techniques, ingredients, packaging materials,
Consumption of electricity per tonne of biscuits was
process technology and food safety.
lower in 2008-09 as a result of various measures taken to
conserve electricity, including reduction in lighting load
vi) Partnership with leading NGO’s for delivering
by replacement with energy efficient bulbs etc. specially formulated and fortified products.
Technology absorption, adaptation and innovation 2. Benefits delivered as a result of above R&D
initiatives :
(a) Efforts in brief made towards absorption, adaptation
and innovation: i) New products launched :
Automation in biscuit dough mixing process Nutrichoice – 5 Grain

was initiated as part of adaptation of technology Treat – Chocoz
initiatives. Other initiatives like energy integration
in mixers, metal detectors for cream sandwiching Tiger – New Cream Range
line, high speed packaging machines, waste heat Cakes - New flavours and addition of fruit juice,
recycling systems etc. were pursued in 2008-09. Berry Cherry , Chunk and Vegetarian cakes
ii) Manufacturing new products for export viz.
(b) Benefits derived as a result of the above:
Nutro Malt & Nice
The above initiatives resulted in process Nutro & Foot Ball Creams
improvements, wastage reduction and improved
productivity. Britannia key brands in Sri Lanka.
iii) Improvised formulation with technology up
(c) Details of imported technology: gradation and cost efficiencies:
(1) Technology imported: Nil Tiger rectangular & round creams
(2) Year of import: Not applicable Nicetime
(3) Has the technology been fully absorbed? Not Softer texture of bread and cakes
applicable
Packaging material value-optimization
(4) If not fully absorbed, areas where this has not
iv) Pack up-gradation for differentiation and
taken place, reasons thereof and future plans of meeting different consumption occasions:
action: Not applicable.
‘Bourbon’ re-launch in new formats and a
B. TECHNOLOGY ABSORPTION contemporary pack design
Research and Development (R & D) New gifting packs
Details of efforts made in technology absorption are Promotional offerings

New ‘Pure Magic’ pack configuration and
1. Core areas of Research by the company: structures
i) Development of consumer relevant &
Material & design optimization in bread and
differentiated new products and formats to
cake.
deliver value through ‘Indulgence & Lifestyle’
& ‘Health & Wellness’ platforms. v) Improved process efficiency and consistent
productdeliverythroughTechnology
ii) Introduction of ‘ZERO TRANS FAT’ biscuits applications.
activating the promise of “Eat Healthy, Think
Better”. vi) Rewards and recognition:
iii) Introduction of new ingredients / formulations, Two Indiapack’ 08 packaging awards for Treat
consumer winning claims and micro-nutrient and Pure Magic range.
fortification while maintaining the delightful Asiastar ’08 packaging award for the Pure Magic
taste for all products. carton range.
10
3. Future plan of action : (iv) Upgrading research tools to generate superior

Your Company will continue to focus on consumer insights
technology led innovations in the core areas of
nutrition and taste. Some of the new initiatives 4. Expenditure on R&D
are:
(i) New product / pack propositions catering
31 March 09
to multiple segments and consumption
Rs. MM
opportunities.
(ii) Comprehensive business processes for the Capital 5.92
successful commercialization of innovation.
(iii) Cost effectiveness and profit improvement plans Recurring 36.85
through the application of technology. Total 42.77
(iv) Environment friendly and automated process
controls. Total R & D expenditure as a
(v) Basic research in functional foods, nutrition and % of gross turnover 0.136%
food safety.
(vi) New partnerships to drive the health and
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
nutrition.
The above will be addressed through:
Activities relating to exports:
(i) The Company actively pursued and secured

new export markets for its core products.
(ii) Total foreign exchange used and earned:

(i) Focus on a combination of ingredients to create
differentiated and new propositions 31 March 09
Rs. MM
(ii) Developing technology competencies to support
future business development Foreign exchange used* 362.17
Foreign exchange earned 691.64
(iii) Collaborating with leading research institutes,
equipment manufacturers and raw material
suppliers on emerging technologies, ingredients * Foreign exchange used for dividend, import
and processes of raw materials and engineering items.
11
ANNEXURE TO THE REPORT OF THE DIRECTORS
Disclosure pursuant to the provisions of SEBI (Employees Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999
Particulars Employee Stock Scheme
(a) Options granted 15,000 options
(b) The pricing formula Closing market price as at close of 28 October 2008 (date
of grant 29 October 2008).
Rs. 1125.30
(c) Options vested (as at 31 March 2009) Nil
Options vest 1 year after the date of grant of options.

First lot of options was granted on 29 October 2008.
(d) Options exercised (as at 31 March 2009) NA
(e) The total number of shares arising as

NA
a result of exercise of option.
(f) Options lapsed NA
(g) variation of terms of options NA
(h) Money realized by exercise of options. NA
(i) Total number of options in force. 15,000 options
(j) Employee wise details of options granted to;
(i) Senior managerial personnel 15,000 issued to the Managing Director Ms. Vinita Bali
(ii) Any other employee who receives a grant in any

one year of option amounting to 5% or more of
option granted during that year.NA
(iii) Identified employees who were granted option,

during any one year, equal to or exceeding 1% of the
issued capital (excluding outstanding warrants and
conversions) of the company at the time of grant.NA
(k) Diluted Earnings Per Share (EPS) pursuant to issue of

shares on exercise of option calculated in accordance
with Accounting Standard (AS) 20 ‘Earnings Per
Share’.Rs. 75.51
12
(l) Employee compensation cost
(i) Method of calculating employee Compensation The Company has calculated the employee compensation
cost.cost using the intrinsic value method of accounting for
the Options granted under the Scheme.
(ii) Difference between the employee compensation

cost so computed at (I) above and the employee
Rs. 1.57 MM
compensation cost that shall have been recognized
if it had used the fair value of the Options.
(iii) The impact of this difference on the profits and on Had the Company considered ‘fair value’ method then
EPS of the Company.the additional employee compensation cost would be
Rs.1.57 MM . The profit before tax and EPS would be
lower by Rs. 1.57 MM and Rs.0.07, respectively.
(m) Weighted-average exercise prices and weighted-average Weighted average Exercise Price : Rs. 1125.30
fair values of options shall be disclosed separately for
Weighted average Fair Value of Option : Rs.251 per
options whose exercise price either equals or exceeds
option
(n)or is less than
Description ofthe market
method andprice of the stock.
significant assumptions used
Black and Scholes Model
during the year to estimate the fair values of options
i) risk – free interest rate 7.44%
ii) expected life of options 3 years
iii) expected volatility 22.04%
iv) expected dividends 180% of face value of share
v) Closing Market price of share on date of option

grantRs. 1136.50
AUDITORS’ CERTIFICATE
We have examined the records and documents maintained by the Company and based on the information and
explanations given to us and to the best of our knowledge and belief, we confirm that the Employee Stock Option
Scheme 2008 is approved by the members of the Company at its 89th Annual General Meeting, held on July 28, 2008
and is in accordance with the applicable provisions of Securities Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.
This certificate is issued at the request of the Company in accordance with clause 14 of Securities and Exchange Board
of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and should not be
used by any other person or for any other purpose, as such use may not be appropriate.
For and on behalf of

Lovelock & Lewes
Usha A Narayanan
Place: Mumbai Partner
Date : May 27, 2009 Membership No.23997
13
MANAGEMENT DISCUSSION AND ANALYSIS
A) INDUSTRY STRUCTURE AND DEVELOPMENT robust supply chain. These will be reinforced further
by integrating manufacturing and logistics and
For biscuits, overall market growth was good, despite
industrializing the set of manufacturing practices &
the economic downturn - with a slowdown towards
technologies we have built to date.
the second half - from 14.4% sequential growth in
the 1st half to 11.7% in the 2nd half (A C Nielsen).
The trade environment witnessed significant change C) SEGMENT INFORMATION
through the course of the year with modern trade
in particular facing acute cash flow pressure, cutting The primary business segment of the Company
back on outlets and dramatically reducing their rate is foods mainly comprising (i) bakery products
of growth. Against this backdrop, your Company - biscuits, bread, cakes & toast, and (ii) dairy
estimates moderate growth in 2009-10 for bakery. products.
D) OUTLOOK
Competition in biscuits is expected to intensify
further with a likely resurgence of a large number The current economic scenario of slowdown in GDP
of local players as commodity prices become less growth & consumer spending indicates a relatively
volatile. Equally, there are likely to be new entries lower growth across most sectors. We expect a
from other International players, who see India as a moderate growth in the bakery business and a
“growth market”. moderate commodity inflation scenario.
Although, overall inflationary pressure in Our circle of competition has widened as markets
commodities softened towards the later half of the morph across categories - we compete not only within
year, certain commodities like sugar are already biscuits but also interact with snacks, beverages,
showing an increase of over 50%. Commodity sugar & chocolate confectionery and health drinks.
inflation is expected to be moderate but volatile. The These categories continue to witness significant
procurement strategy therefore will be guided by investments from a powerful array of players. In
assessment of prices, risk & volatility. biscuits, competition is expected to intensify further
with the resurgence of local & regional players.
B) BUSINESS STRATEGY
The Company’s core strategy will be to strengthen Your Company will continue to drive profitable
current brands through product design, delivery & growth in an extremely competitive environment
mix and introduce new & differentiated, products. focusing on customers, consumers and driving cost
Given the current economic environment, the focus efficiencies.
on understanding consumers and meeting their
needs will be enhanced to drive off-take. Nutrition
efforts of the Company will be further strengthened E) FINANCIAL AND OPERATIONAL
by offering more value to consumers through healthy PERFORMANCE
options at affordable price points.
Net Sales increased 20.4% to Rs. 31,122 MM driven
by volume, mix and better realization. The Bread,
Cake and Toast business tripled revenue in 3 years
The Company will continue to focus on channel
and crossed the Rs 3,500 MM mark in 2008-09.
initiatives to give a new edge to driving off-take at
Better realization and cost effectiveness measures
point of purchase, synergizing all levers including
offset the steep increase in commodities like
distribution, trade marketing, market activation and
wheat flour & sugar. Investment in marketing was
advertising. Britannia will continue to build the edge
sustained to support brands in an intense competitive
in trade channels through width & depth of reach,
environment. As a result of these initiatives, your
service quality, customer insight and executional
Company was able to increase operating profit by
excellence.
13.5% in a highly competitive and inflationary
commodity scenario.
Your Company has implemented several initiatives

in all areas of operations to create an efficient and
14
The key financials are as under: The Company has a code of business conduct for all
employees and a clearly articulated and internalized
Rs. Million delegation of financial authority. These authority
levels are periodically reviewed by management and
2008-09 2007-08 modifications, if any, are submitted to the Audit
Gross Sales 31,429 26,170 Committee and Board for approval.
The Audit Committee also reviews the risk
Total Expenditure 28,990 23,919 management framework that is periodically
Profit before exceptional 2,531 2,245 updated.
items and tax
Exceptional items 206 (78) I) HUMAN RESOURCES AND INDUSTRIAL
RELATIONS
Profit before Tax 2,325 2,323
Income Tax (521) (413) Your Company’s philosophy is to create an open
and transparent organization, focused on people
Profit after Tax 1,804 1,910 and their capability, for delivering superior
performance. Several initiatives are undertaken to
F) OPPORTUNITIES AND THREATS build organizational and individual capabilities to
significantly enhance productivity for sustainable
Increased awareness of ‘Health & Wellness’ provides business results. These are supported by real time
an unique opportunity to build and strengthen sharing of information on people and Company
our brands like NutriChoice, Milk Bikis, Marie performance. In the current economic scenario, we
Gold & Tiger. Launch of new products fulfilling have prioritized a strong focus on higher productivity,
consumer needs better than available alternatives, which will come from improved clarity of role,
increase in width & depth of reach, service quality, removing blocks to performance and appropriate
commercializing the growing trend of ‘out-of-home’ reward mechanisms.
consumption, an efficient supply chain, and capable A Voluntary Retirement Scheme (VRS) was offered to
and committed employees, provide the growth the workmen at your Company’s factory at Chennai
impetus for the Company. and Kolkata.
As reported last year manufacturing operations at
the Chennai factory remain suspended from April
Intense national & local competition with the 2008.
possible entry of multinational companies in this The Industrial Tribunal nullified the permission
segment may present a challenge to your Company’s given by the Labour Commissioner for closure
growth plan. of Mumbai factory. Presently the matter is in the
Bombay High Court.
G) RISKS AND CONCERNS As of 31 March 2009, your Company had 1982
employees (including workmen) on its rolls.
The major risk faced by your Company is the
economic slowdown resulting in lower consumer
spending. In addition, inflation in food commodities
could significantly impact business profitability.
H) INTERNAL CONTROL SYSTEMS AND J) CAUTIONARY STATEMENT

ADEQUACY Statements in this Management Discussion and
Analysis describing the Company’s objectives,
The Company’s internal control systems are
expectations or predictions may be forward
commensurate with the nature, size and complexity
looking within the meaning of applicable laws and
of its business. It ensures proper safeguarding of
regulations. Actual results could differ materially
assets, maintaining proper accounting records and
from those expressed or implied. Important factors
providing reliable financial information.
that could make a difference to the Company’s
An external independent firm carries out the internal
operations include raw material availability and
audit of the Company operations and reports its
prices, cyclical demand and pricing in the Company’s
findings to the Audit Committee on a regular basis.
principal markets, competitive actions, changes in
Internal Audit also evaluates the functioning and
Government regulations, tax regimes, economic
quality of internal controls, and provides assurance
developments in India and in countries in which the
of its adequacy and effectiveness through periodic
Company conducts business and other incidental
reporting. factors.
15
REPORT ON CORPORATE GOVERNANCE
1. COmPANy’s PhilOsOPhy ON COdE Of GOVERNANCE
Your Company considers good Corporate Governance a pre-requisite for meeting the needs and aspirations of
its shareholders and other stakeholders in the Company and firmly believes that the same could be achieved by
maintaining transparency in its dealings, creating robust policies and practices for key processes and systems with
clear accountability, integrity and the highest standard of regulatory compliance.
2. BOARd Of diRECTORs
The Board is headed by a Non-Executive Chairman, Mr. Nusli N Wadia, and comprises eminent persons with considerable
professional experience in diverse fields. Over two third of the Board consists of Non-Executive Directors.
As of 31 March 2009, the Board comprised 4 independent directors constituting 36.37% of the total Board strength.
The Company in its letter dated 30 March 2009, requested the Stock Exchanges, time upto 30 April 2009, to comply
with the requirement of at least one-half of the Board to consist of independent directors. As of 30 April 2009, the
Company had complied with the said requirement.
During the year 2008-09, four (4) Board Meetings were held, the dates of the meetings being 28 May 2008, 28 July
2008, 29 October 2008 and 29 January 2009. The maximum gap between any two board meetings held during the
year was not more than four (4) months.
The details of Composition of the Board, Directors attendance at the Board Meetings and at the last Annual General
Meeting, Outside Directorships and the Board Committee Memberships as at 31 March 2009 are tabulated hereunder:
No. of BoardWhether
No. ofNo. of
director Whether Promoter,Committee ofattended
Boardoutside
Executive/ Non-Executive/last AGmother Companies
meetings held on 28 director-independentin which a
Mr. Nusli N Wadia attended July 2008 ships held #member ##
Promoter & Non-Executive
Ms. Vinita Bali, 4Yes7-
Executive
Chairman 3 No 3 2
Managing Director
Non-Executive and 3
Mr. Keki Dadiseth 4 Yes 6
Independent (Chairman of 2)
Non-Executive and
Mr. Avijit Deb Independent 4 Yes 1 -
6
Mr. A K Hirjee Promoter & Non-Executive 4 Yes 5
(Chairman of 3)
Non-Executive and 2
Mr. Nimesh N Kampani 1 No 5 (Chairman of 1)
Independent
Mr. S S KelkarPromoter & Non-Executive 4
4 Yes 11
Non-Executive and
Mr. Pratap Khanna 2 Yes - -
Independent
Non-Executive and
Dr. Ajai Puri * NA NA - -
Independent 2 Yes 3 -
Mr. Jeh N WadiaPromoter & Non-Executive 2 Yes 1 -
Mr. Francois-Xavier Roger** Promoter & Non-Executive 1 No 2 1
Mr. Stephan Gerlich ~Promoter & Non-Executive 1 No - -
Mr. Philippe Loic Jacob ~ Promoter & Non-Executive
# Excludes alternate directorship and directorship in foreign companies, private companies and companies governed by
Section 25 of the Companies Act, 1956.
## Excludes Committees other than Audit Committee and Shareholder/ Investors Grievance Committee and Companies other
than public limited Companies.
* Dr. Ajai Puri was appointed as a Director in the casual vacancy caused by the resignation of Mr. Philippe Loic Jacob
effective 30 April 2009.
Mr. Francois-Xavier Roger resigned as Director effective 31 August 2008.
**
Mr. Stephen Gerlich and Mr. Philippe Loic Jacob resigned as directors effective 14 April 2009.
~
16
3. BOARd COmmiTTEEs
The Board has constituted the following Committees of Directors:
(a) Audit Committee:
The Audit Committee, as on 31 March 2009, comprised the following five Non-Executive Directors.
Mr. Nimesh N Kampani – Chairman of the Committee
Mr. Keki Dadiseth
Mr. Avijit Deb
Mr. A K Hirjee
Mr. Pratap Khanna
Mr. Keki Dadiseth was the Chairman of the Audit Committee from 28 May 2008 to 29 October 2008. Effective
29 October 2008 Mr. Nimesh N Kampani was reappointed as Chairman of the Audit Committee in place of
Mr. Keki Dadiseth.
The Chairman of the Committee Mr. Nimesh N Kampani is an Independent Director. Apart from Mr. Nimesh
N Kampani, the other Independent Directors are Mr. Keki Dadiseth, Mr. Avijit Deb and Mr. Pratap Khanna.
All the members of the Audit Committee are financially literate and Mr. Nimesh N Kampani, Mr. Keki Dadiseth
and Mr. A K Hirjee have financial management expertise. Mr. V Madan the Company Secretary is the Secretary
to the Audit Committee.
The role and terms of reference of the Audit Committee is in accordance with Clause 49 of the Listing Agreement
and Section 292A of the Companies Act, 1956. In brief, the role of Audit Committee includes review of Internal
Audit reports and Statutory Auditors’ report on Financial Statements, general interaction with Internal Auditors
and Statutory Auditors, selection, establishment and adherence to Accounting Policies, review of Financial
Statements both Quarterly and Annual before submission to the Board, review of Management Discussion and
Analysis, review of the performance of Statutory and Internal Auditors, review of risk assessment framework of
the Company and adequacy of Internal Control Systems.
The Audit Committee also reviews statement of related party transactions, management letters and the response
thereto by the management.
During the year 2008-09, the Audit Committee held four (4) meetings, the dates of meetings being 28 May
2008, 27 July 2008, 29 October 2008 and 29 January 2009.
The attendance of the members at the Audit Committee Meetings held during the year 2008-09 is as follows:
Name No. of Audit Committee

meetings Attended
1
Mr. Nimesh N Kampani
Mr. Keki Dadiseth 4

Mr. Avijit Deb 4
Mr. A K Hirjee4
Mr. Pratap Khanna2
Mr. Francois-Xavier Roger2
Mr. Francois-Xavier Roger was a member of the Audit Committee until he resigned from the Board effective 31
August 2008.
At the Annual General Meeting of the Company held on 28 July 2008, the then Chairman of the Audit
Committee, Mr. Keki Dadiseth was present.
The Managing Director, Chief Financial Officer, Internal Auditors, Statutory Auditors and other Executives as
considered appropriate, also attend the Audit Committee Meetings.
internal Audit and Control:
M/s. Deloitte Haskins & Sells, Chartered Accountants, are the internal auditors of the Company and their
internal audit plan and remuneration are approved by the Audit Committee. The reports and findings of the
internal auditor and the internal control system are periodically reviewed by the Audit Committee.
17
(b) Remuneration/ Compensation Committee:

The Committee as on 31 March 2009 comprised the following Directors:
Mr. Keki Dadiseth - Chairman of the Committee
Mr. Nusli N Wadia
The Chairman of the Committee, Mr. Keki Dadiseth, is an Independent Director.
Broad terms of reference of the Remuneration/ Compensation Committee included recommendations to the
Board, of salary/ perquisites, commission and retirement benefits and finalisation of the perquisite package
payable to the Company’s Managing Director/ Wholetime Directors, to evolve and bring into effect the Employee
Stock Option Scheme (ESOS) within the broad parameters approved by the Board / Shareholders and formulate
the detailed terms and conditions of the ESOS. The Committee is also responsible for the administration and
superintendence of the ESOS. One meeting of the Remuneration Committee was held during the year on 29
October 2008.
All the members of the Remuneration/ Compensation Committee other than Mr. Nimesh N Kampani attended
the Company’s last Annual General Meeting held on 28 July 2008. Mr. Nimesh N Kampani could not attend
the same owing to other commitments.
Remuneration Policy:
managing director
Ms. Vinita Bali was appointed as Managing Director for a period of five years w.e.f 31 May 2006 by the Board
of Directors. The said appointment was approved by the shareholders at the Annual General Meeting held on
1 August 2006. Prior to her appointment as the Managing Director, Ms. Bali was the Manager of the Company
under the provisions of Sec. 387 of the Companies Act, 1956. The terms and conditions of appointment and
remuneration payable to the Managing Director were fixed by the Board of Directors of the Company and an
agreement dated 1 August 2006 was entered into between the Managing Director and the Company.
The details of remuneration paid to Ms. Vinita Bali for the year 2008-09 are as follows:
Name salary/ Benefits (Rs.) Commission (Rs.) Total (Rs.)

Ms. Vinita Bali 27,094,615 15,000,000 42,094,615*
* Contributions to employee retirement/post retirement and other employee benefits which are based on actuarial valuation
done on an overall Company basis are excluded from above.
The remuneration to Ms. Vinita Bali comprises basic salary (upto a maximum of Rs. 15 lacs per month),
allowances, commission based on net profits, perquisites, contributions to provident and superannuation
funds. Notwithstanding anything to the contrary, in the event of there being no profits or inadequate profits,
the Company will pay remuneration by way of salary and perquisites and allowances as specified above to
Ms. Bali in compliance with Schedule XIII of the Companies Act, 1956 and with the approval of the Central
Government, if and to the extent necessary.
As per the agreement referred to above, either party to the agreement is entitled to terminate the employment
by giving not less than six calendar months prior notice in writing to the other party; provided however that
the Company shall be entitled to terminate the incumbent’s employment at any time by payment to her of six
months’ basic salary in lieu of such notice. In addition, the Company has a right to terminate the agreement
by giving atleast 30 days notice in writing in case of any misconduct or any breach of the agreement by the
incumbent.
Non-Executive directors
The Non-Executive Directors do not draw any remuneration from the Company other than sitting fees and
commission on the net profits of the Company. The Board collectively decides the aggregate amounts of
commission for each year and the amount of commission payable to individual non-executive directors is
determined based on their attendance at the meetings of the Board of Directors and its Committees and their
contribution. The shareholders of the Company have approved the payment of commission to Non-Executive
Directors at the Annual General Meeting held on 20 July 2005.
During the year under review the Board has revised the sitting fees for the meetings of the Audit Committee,
Remuneration/Compensation Committee, Investment Committee and IPR Committee from Rs. 5,000/- per
meeting to Rs. 10,000/- per meeting. This is within the limits prescribed by the Govt. of India and Articles of
the Company.
18
Details of remuneration to Non-Executive Directors for the year 2008-09 are given below:
Name sitting fees (Rs.) Commission (Rs.) Total (Rs.)

Mr. Nusli N Wadia 50,000 7,400,000 7,450,000
Mr. Keki Dadiseth 85,000 2,000,000 2,085,000
Mr. Avijit Deb 75,000 1,200,000 1,275,000

Mr. Stephan Gerlich 10,000 - 10,000
Mr. A K Hirjee 105,000 2,800,000 2,905,000
Mr. Nimesh N Kampani 43,000 600,000 643,000

Mr. S S Kelkar 77,000 2,500,000 2,577,000
Mr. Pratap Khanna 40,000 600,000 640,000
Mr. Jeh N Wadia 20,000 400,000 420,000

Mr. Francois – Xavier Roger 35,000 - 35,000
Mr. Philippe Loic-Jacob 10,000 - 10,000
The commission amounts, as mentioned above, will be paid, subject to deduction of tax, after the adoption of
accounts for the year ended 31 March 2009 by the shareholders at the Annual General Meeting to be held on
31 August 2009. The Non-Executive Directors did not have any other pecuniary relationship or transactions
with the Company.
No member of the Board of Directors holds any shares of the Company, other than Mr. Nusli N Wadia,
Chairman and Mr. Pratap Khanna, Non-Executive Director, who hold 450 and 28,228 shares respectively. The
shareholders at the Annual General Meeting of the Company held on 28 July 2008 approved issue of Options to
the Senior Management (being permanent employees) and its Whole Time/Executive Directors of the Company
through an Employee Stock Option Scheme. The Remuneration/Compensation Committee of the Board at its
meeting held on 29 October 2008 approved the Employee Stock Option Scheme and granted 15,000 options to
Ms. Vinita Bali, Managing Director under the said scheme. Each option, upon exercise, will entitle the holder to
receive one equity share of the Company. The Exercise Price shall be Rs. 1,125.30 being the market price as at
the close of 28 October 2008 on the National Stock Exchange Limited. Compensation cost is calculated using
the intrinsic valuation method as defined in the SEBI Guidelines.
(c) share Transfer & shareholders’/ investors’ Grievance and Ethics/ Compliance Committee:
The Share Transfer & Shareholders’/ Investors’ Grievance and Ethics/ Compliance Committee as at 31 March
2009 comprised three (3) Non-Executive Directors, namely:
Mr. A K Hirjee - Chairman of the Committee
Mr. S S Kelkar
The Committee:
(i) approves and monitors transfers, transmission, splitting, consolidation and rematerialisation of securities
and issue of duplicate share certificates by the Company;
(ii) looks into various issues relating to shareholders, including redressal of complaints relating to transfer of
shares, non-receipt of annual reports, dividends, etc.; and
(iii) ensures compliance of the Code of Conduct for Prevention of Insider Trading formulated by the Company
as per the Securities and Exchange Board of India Regulations.
The Committee, which generally meets twice a month, met 22 times during the year. Additionally the Committee
also transacted its business thrice by circulation on 5 June 2008, 19 June 2008 and 26 February 2009.
The Company has not delegated the powers to approve share transfers, etc., to any officer of the Company since
the Share Transfer & Shareholders’/ Investors’ Grievance and Ethics/ Compliance Committee generally meets
twice a month and the process of Share transfer is completed within the stipulated time.
Mr. V Madan, Company Secretary and Head of Legal is the Compliance Officer of the Company.
19
No. of shareholders’ complaints received during the year 11

No. of complaints not resolved to the satisfaction of shareholders Nil
No. of pending share transfers Nil
The Company has generally attended to the investors’ grievances/ correspondence within a period of ten days
from the date of receipt of the same, except in cases that are constrained by disputes or legal impediments.
There are some pending cases relating to disputes over title to shares, in which the Company is made a party.
However, these cases are not material in nature.
Shareholders’ requests for transfer/ transmission of equity shares were effected within 15 days from the date of
receipt. There were no valid transfers pending for registration as of 31 March 2009.
(d) Other Committees of the Board

In addition to the above Committees, the Board has constituted the following Committees:
(i) investment Committee:
The Committee comprises Mr. A K Hirjee, Chairman of the Committee and Mr. S S Kelkar both being
Non-Executive Directors and Mr. Francois-Xavier Roger who ceased to be a member of the Committee
with effect from 31 August 2008 on his resignation as Director from the Board.
The brief description of the terms of reference of the Investment Committee is to approve investments/
divestments of the funds of the Company within the limits prescribed by the Board from time to time.
During the year under review two (2) meetings of the investment Committee were held on 28 May 2008
and 23 September 2008.
(ii) Nomination Committee:
The Nomination Committee comprises Mr. Nusli N Wadia, Chairman of the Committee and Mr. Nimesh
N Kampani.
The terms of reference of this Committee were to identify and recommend to the Board the appointment of
the Managing Director/ Wholetime Director/ Chief Executive Officer of the Company. During the year under
review, no meeting of the said Committee was held as there were no appointments for consideration.
(iii) iPR Committee:
The Board at its meeting held on 31 May 2006 constituted a Committee of Directors to address all matters
relating to the Company’s IPR (Intellectual Property Rights) and trademarks.
Presently the Committee consists of the following Directors as members:

Mr. Nimesh N. Kampani – Chairman of the Committee
Mr. Keki Dadiseth
Ms. Vinita Bali
The terms of reference of this Committee include issues relating to, ownership, protection and usage of the
Company’s Intellectual Property Rights and to determine, approve and finalise the terms and conditions
of its licensed use by others. A meeting of the Committee was held on 9 July 2008.
The Board at its meeting on 27 May 2009 dissolved the IPR Committee.
(iv) innovation Committee:
The Board at its meeting held on 30 April 2009 constituted a Committee of Directors to address all matters
relating to the Company’s product and technical development activities.
The Committee includes the following Directors as members:

Dr. Ajai Puri – Chairman of the Committee
Ms. Vinita Bali
20
4. GENERAl BOdy mEETiNGs

(a) Location and time where the last three Annual General Meetings were held and the Special Resolutions passed
thereat:
date location Time special Resolutions Passed
28 July 08 Hyatt Regency, JA-1, Sector III, Salt Approval of Employee Stock Option
Lake City, Kolkata 700 098 10.30 a.m. Scheme
19 Sep 07 Hyatt Regency, JA-1, Sector III, Salt 10.30 a.m. Nil
Lake City, Kolkata 700 098
1 Aug 06 Science City 10.30 a.m. Approval of Employee Stock Option
Main Auditorium, JBS Haldane Scheme
Avenue,
Kolkata – 700 046
(b) Whether any Special Resolutions were passed last year through postal ballot: No.
(c) Whether any special resolution is proposed to be passed through postal ballot this year: No.
5. disClOsuREs
(a) Disclosures of materially significant related party transactions, i.e., transactions of the Company of material
nature, with its promoters, the Directors or the Management, their Subsidiaries or relatives etc., that may have
potential conflict with the interests of the Company at large:
Related party transactions in the ordinary course of business are reported to the Audit Committee. None of
them were (i) not in the normal course of business, or (ii) not on arms length basis, or (iii) in conflict with the
interests of the Company at large, including the related party transactions that are disclosed under item 25 of
Schedule ‘T’ to the accounts for the year 2008-09.
(b) Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock
Exchange or Securities and Exchange Board of India or any statutory authority, on any matter related to capital
markets, during the last three years:
None
(c) Risk Management
A detailed review of business risks and the Company’s plan to mitigate them is presented to the Audit
Committee of the Board. The Company has been taking steps to mitigate foreseeable business risks. Business
risk evaluation and management is an ongoing and continuous process within the Company and regularly
updated to the Audit Committee.
(d) Code of Conduct

The Company has laid down a Code of Conduct for the members of the Board as well as for all employees of
the Company. The code has also been posted on the Company’s website, www.britannia.co.in. The Managing
Director has confirmed and declared that all members of the Board and senior management have affirmed
compliance with the Code of Conduct.
(e) Public, Rights and Other Issues

During the year 2008-09, the Company did not make any public, rights or any other issue of securities.
(f) The financial statements for the year 2008-09 have been prepared in accordance with the applicable accounting
standards prescribed by the Institute of Chartered Accountants of India and as required under the Companies
(Accounting Standards) Rules, 2006.
(g) CEO/ CFO Certification

Ms. Vinita Bali, Managing Director and Mr. Raju Thomas, Chief Financial Officer, have certified to the Board in
accordance with Clause 49(v) of the Listing Agreement pertaining to CEO/ CFO certification for the financial
year ended 31 March 2009.
21
(h) Management Discussion and Analysis Report

This has been separately attached to the Directors’ Report.
(i) Compliance Reports
The Board has noted and reviewed the compliance reports from all functions pertaining to the respective laws
applicable to them, which were placed before the Board at each of its meetings held during the year 2008-09.
6 mEANs Of COmmuNiCATiON
Quarterly, Half-Yearly and Annual Results:
Quarterly, half-yearly and yearly financial results are published within the stipulated time as per the Listing
Agreement in leading newspapers, i.e., Financial Express (all editions) and Pratidin (Kolkata edition). The Company
also uploads financial results on its website, www.britannia.co.in.
As per the requirements of Clause 51 of the Listing Agreement, all the data relating to quarterly financial results,
shareholding pattern, etc. are uploaded to the website www.sebiedifar.nic.in.
The quarterly and half-yearly reports are not separately sent to each shareholder. However, the Company provides
the same to individual shareholders if requested.
No presentations were made to institutional investors or to the analysts during the year 2008-09.
7. GENERAl shAREhOldER iNfORmATiON
(a) Annual General meeting – date, time and venue
31 August 2009 – 9:30 a.m. at Hyatt Regency, JA-1, Sector III, Salt Lake City, Kolkata – 700 098.
(b) financial calendar (tentative)
Period Approval of Quarterly results
For the first quarter ending 30 June 2009 End of July 2009
For the second quarter and half year ending 30 September 2009 End of October 2009
For the third quarter ending 31 December 2009 End of January 2010
For the year ending 31 March 2010 1st or 2nd week of June 2010
(c) Book closure period : 18 August 2009 to 31 August 2009 (Both days inclusive).
(d) dividend payment date : NA
(e) listing on stock Exchanges : The Company’s equity shares are listed at:
1. Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 023.
2. Calcutta Stock Exchange Association Ltd., 7 Lyons Range, Kolkata - 700 001.
3. National Stock Exchange of India Ltd., Exchange Plaza, 5 th Floor, Bandra Kurla Complex, Bandra (East)
Mumbai - 400 051.
Listing fees as prescribed have been paid to all the aforesaid Stock Exchanges up to 31 March 2010.
(f) stock Code:
stock Exchange stock Code
Bombay Stock Exchange 500825
Calcutta Stock Exchange 10000038
National Stock Exchange BRITANNIA
22
(g) stock Price data:

Bombay stock National stock
Exchange (BsE) Exchange (NsE)
BsE NsE
year/ month
(in Rs.) (sensex) (in Rs.) (Nifty)
high low high low
2008
April 1,372.30 1,280.90 17,287.31 1,377.65 1,289.90 6,259.07
May 1,471.55 1,350.25 16,415.57 1,471.95 1,357.15 5,937.81
June 1,494.25 1,406.40 13,461.60 1,497.95 1,402.35 4,929.98
July 1,406.85 1,310.00 14,355.75 1,417.45 1,318.75 5,297.47
August 1,440.00 1,343.35 14,564.53 1,350.60 1,440.90 5,337.28
September 1,460.40 1,315.10 12,860.43 1,460.30 1,312.05 4,807.20
October 1,329.85 1,083.40 9,788.06 1,327.05 1,101.40 3,539.57
November 1,188.80 1,091.70 9,092.72 1,191.50 1,097.40 3,379.53
December 1,324.90 1,100.00 9,647.31 1,322.45 1,101.80 3,635.87
2009
January 1,388.60 1,266.65 9,424.24 1,390.65 1,265.00 3,538.57
February 1,400.60 1,315.05 8,891.61 1,400.05 1,314.90 3,403.33
March 1,409.40 1,230.00 9,708.50 1,400.05 1,224.90 3,720.51
During the year 2008-09, there was no trading of Company’s shares on Calcutta Stock Exchange.
(h) stock Performance: (Comparison of closing price/ index value on the respective dates)
(i) In terms of Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund
(Awareness and Protection of Investor) Rules, 2001, during the year ended 31 March 2009, the Company has
credited an aggregate amount of Rs. 11,14,806/- to the Investor Education and Protection Fund (IEPF).
23
As at 31 March 2009, the Company’s unpaid/ unclaimed dividend account had a balance of Rs. 1,45,95,401/-.
The Company sends out reminders to those shareholders who have not claimed the dividends for earlier years
to claim the same from the Company failing which the Company would be required to transfer the same to
IEPF after seven years.
(j) Registrar & Transfer Agents
M/s Sharepro Services (India) Pvt. Ltd., is the Registrar and Transfer Agents of the Company and handles the
entire share registry work, both Physical and Electronic. Accordingly, all documents, transfer deeds, demat
requests and other communications in relation thereto should be addressed to the registrar and transfer agents
at the address mentioned below:
Sharepro Services (India) Private Limited
13 AB, Samhita Warehousing Complex II Floor
Sakinaka Telephone Lane
Off Andheri - Kurla Road
Sakinaka, Andheri (East),
Mumbai - 400 072
Telephone Nos : 022-67720300/400

Fax No : 022-28591568
Contact Person: Ms. Indira P Karkera
Email : indira@shareproservices.com, or sharepro@shareproservices.com
Share transfers, where documents are found to be in order, were registered and returned in the normal course
within a period of two weeks from the date of receipt of the documents. Requests for dematerialisation/
rematerialisation of shares were processed and confirmation was given to the depositories i.e. (NSDL) or
(CDSL), as the case may be, within 15 days of receipt.
(k) (i) distribution of shares according to size, Class and Categories of shareholding as on 31 march 2009.
Group of sharesNo. of Percentage to Total No. of shares held Percentage to Total
shareholdersshareholdersshares
1 to 500 23,960 95.87 18,73,002 7.84

501 to 1000 459 1.84 3,27,892 1.37
1001 to 2000 254 1.01 3,64,439 1.53
2001 to 3000 71 0.28 1,74,363 0.73
3001 to 4000 39 0.16 1,38,813 0.58
4001 to 5000 40 0.16 1,80,375 0.75
5001 to 10000 77 0.31 5,34,765 2.24
10001 & above 93 0.37 2,02,96,514 84.96
Total 24,993 100.00 2,38,90,163 100.00
(ii) shareholding pattern as on 31 march 2009
Category of shareholderNo. of Total No. of shares Percentage of
shareholders held shareholding
Promoters7 1,21,73,519 50.96
Mutual Funds 51 30,31,364 12.69

Banks & Financial Institutions 28 23,52,799 9.85
Foreign Institutional Investors 22 18,08,189 7.57
Bodies Corporate & Trusts 504 3,90,023 1.63
Director & Relatives 16 2,85,393 1.19
Foreign Nationals & NRIs 351 97,921 0.41
Indian Public 24,014 37,50,955 15.70
Total 24,993 2,38,90,163 100.00
24
(l) dematerialisation of shares: 11,799,904 shares representing 49.39% of the total equity capital were held in
dematerialised form with the National Securities Depository Limited and Central Depository Services (India)
Ltd. as on 31 March 2009. It may be noted that out of 50.96% of the foreign promoters holding, 45.13% of total
equity capital is held in physical form. If these shares are excluded, then 90.01% of the total equity capital can
be said to be held in dematerialised form.
(m) Outstanding GdRs/AdRs/ Warrants or any Convertible instruments, conversion dates and likely impact
on equity
Not applicable
(n) Plant locations
Kolkata 15, Taratola Road, Kolkata – 700 088.
delhi 33, Lawrence Road, Delhi – 110 035.

mumbai Reay Road (East), Mazagaon, Mumbai – 400 010.
uttarakhand Plot No. 1 Sector 1, Integrated Industrial Estate (IIE), Pant Nagar,
Tehsil/Taluka, Rudrapur Kichha, District Udham Singh Nagar,
Uttarakhand.
Plant at mumbai: Pursuant to Labour Commissioner’s Order under Section 25-O of the Industrial Disputes Act,
1947, production at the Company owned plant at Mumbai was closed effective 24 March 2004. However, based
on the appeal filed by the workers union, the Industrial Tribunal reversed the Order of Labour Commissioner.
The Company has preferred an appeal before the Mumbai High Court against the reversal and the Court
proceedings are underway.
Plant at Chennai: In April 2008 the Company offered a Voluntary Retirement Scheme, which has been
accepted by all the workmen at the Company’s manufacturing unit at M.T.H. Road, Padi, Chennai – 600 050.
Consequently manufacturing at the said unit has been suspended effective 7 April 2008.
(o) Address for correspondence

Executive Office Registered Office
Britannia industries limited Britannia industries limited
Britannia Gardens, Airport Road, 5/1A, Hungerford Street
Vimanapura, Kolkata – 700 017.
Bangalore – 560 017. Tel : (033) 22872439/ 2057
Tel : (080) 39400080 Fax : (033) 22872501
Fax: (080) 25266063 Contact Persons: Mr. B K Guha
Contact Persons: Mr. P Govindan Ms. Pousali Sinha
Mr. Shivayogi Parameshwar E-mail: bguha@britindia.com,
E-mail: pgovindan@britindia.com, pousali@britindia.com
sparameshwar@britindia.com
Note:
Pursuant to Clause 47(f) of the Listing Agreement, the Company has designated an e-mail ID exclusively for
registering complaints by investors and investors can reach the Company at investorrelations@britindia.com.
(p) Adoption, Compliance and Non-adoption of Non-mandatory requirements

(i) The Board
The Company defrays expenses of the Non-Executive Chairman’s office incurred in the performance of his duties.
The Company has not fixed the tenure of Independent Directors on the Board. The dates of appointment of
independent directors are as follows:
Name of the independent director date of first Appointment

Mr. Pratap Khanna 8 September 1993
Mr. Avijit Deb 4 June 1996
Mr. Nimesh N Kampani 30 March 2001
Mr. Keki Dadiseth 31 May 2006
Dr. Ajai Puri 30 April 2009
25
(ii) Remuneration/ Compensation Committee

Information pertaining to Remuneration/ Compensation Committee is provided in point No. 3(b) of this report.
(iii) shareholder Rights
The Company’s quarterly and half yearly results are published in the newspapers and also uploaded on its
website, www.britannia.co.in. Therefore, no individual communication is sent to shareholders on the quarterly
and half yearly financial results. However, if requested, the Company provides the same to them individually.
(iv) Audit Qualifications
There are no qualifications in the Auditor’s Report on the accounts for the year 2008-09.
(v) Others
The Company has not adopted other non mandatory requirements of Clause 49 of the Listing Agreement,
relating to imparting training to the non executive directors, evaluation of their performance and the whistle
blower policy.
Mumbai
27 May 2009
dEClARATiON
As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, this is to confirm that all the members
of the Board and the Senior Management have affirmed compliance with the Code of Conduct for the year ended
31 March 2009.
For Britannia Industries Limited

Mumbai Vinita Bali
27 May 2009 Managing Director
Auditor’s Certificate on compliance with the conditions of Corporate Governance

under Clause 49 of the listing Agreements
To the members of Britannia industries limited

We have examined the compliance of conditions of according to the explanations given to us read along with
corporate governance by Britannia Industries Limited for paragraph 2 of the Report on Corporate Governance,
the year ended March 31, 2009, as stipulated in clause 49 we certify that the company has complied with the
of the Listing agreement(s) of the said company with the conditions of Corporate Governance as stipulated in the
stock exchange(s) in India. above mentioned Listing Agreement(s).
The compliance of conditions of corporate governance We state that such compliance is neither an assurance as
is the responsibility of the company’s management. Our to the future viability of the company nor the efficiency or
examination was carried out in accordance with the effectiveness with which the management has conducted
Guidance Note on Certification of Corporate Governance the affairs of the company.
(as stipulated in Clause 49 of the Listing Agreement),
issued by the Institute of Chartered Accountants of
India and was limited to procedures and implementation For and on behalf of
thereof, adopted by the Company for ensuring the lovelock & lewes
compliance of the conditions of Corporate Governance. Chartered Accountants
It is neither an audit nor an expression of opinion on the
financial statements of the Company.
usha A Narayanan
In our opinion and to the best of our information and Date: May 27, 2009 Membership No.: 23997
26
AUDITORS’ REPORT
To the Shareholders of Britannia Industries Limited
1. We have audited the attached Balance Sheet of so far as appears from our examination of those
Britannia Industries Limited, as at March 31, 2009, books;
and the related Profit and Loss Account and the
Cash Flow Statement for the year ended on that (c) the Balance Sheet, Profit and Loss Account and
date annexed thereto, which we have signed under Cash Flow Statement dealt with by this report
reference to this report. These financial statements are in agreement with the books of account;
are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these (d) in our opinion, the Balance Sheet, Profit and
financial statements based on our audit. Loss Account and Cash Flow Statement dealt
with by this report comply with the Accounting
Standards referred to in Section 211(3C) of the
2. We conducted our audit in accordance with Act, to the extent applicable;
auditing standards generally accepted in India.
Those Standards require that we plan and perform (e) On the basis of written representations received
the audit to obtain reasonable assurance about from the directors, as on March 31, 2009 and
whether the financial statements are free of material taken on record by the Board of Directors, we
misstatement. An audit includes examining, on report that none of the directors is disqualified
a test basis, evidence supporting the amounts and as on March 31, 2009 from being appointed as
disclosures in the financial statements. An audit also a director in terms of clause (g) of sub-section
includes assessing the accounting principles used (1) of Section 274 of the Act;
and significant estimates made by management, as
well as evaluating the overall financial statement
presentation. We believe that our audit provides a (f) In our opinion and to the best of our information
reasonable basis for our opinion. and according to the explanations given to us,
the said financial statements together with the
notes thereon and attached thereto, give, in the
prescribed manner, the information required
3. As required by the Companies (Auditor’s Report) by the Act and give a true and fair view in
Order, 2003, as amended by the Companies (Auditor’s conformity with the accounting principles
Report) (Amendment) Order, 2004 (together the generally accepted in India;
‘Order’) issued by the Central Government of India
in terms of sub-section (4A) of Section 227 of ‘The
Companies Act, 1956’ of India (the ‘Act’) and on (i) in the case of the Balance Sheet, of the state
the basis of such checks of the books and records of affairs of the Company as at March 31,
of the Company as we considered appropriate and 2009;
according to the information and explanations given
to us, we give in the Annexure a statement on the (ii) in the case of the Profit and Loss Account,
matters specified in paragraphs 4 and 5 of the said of the profit of the Company for the year
Order. ended on that date; and
(iii) in the case of Cash Flow Statement, of the

cash flows for the year ended on that date.
4. Further to our comments in the Annexure referred
to in paragraph 3 above, we report that:
(a) we have obtained all the information and Lovelock & Lewes
explanations which to the best of our knowledge Chartered Accountants
and belief were necessary for the purposes of
our audit;
Usha A Narayanan
(b) in our opinion, proper books of account have Place: Mumbai Partner
been kept by the Company as required by law Date : May 27, 2009 Membership No.23997
27
ANNEXURE TO THE AUDITORS’ REPORT

[Referred to in paragraph 3 of our report of even date on the accounts for the year ended
March 31, 2009 of Britannia Industries Limited]
1. (a) The Company is maintaining proper records 4. In our opinion and according to the information
showing full particulars including quantitative and explanations given to us, having regard to the
details and situation of fixed assets. explanation that certain items purchased are of
special nature for which suitable alternative sources
(b) The fixed assets are physically verified by the do not exist for obtaining comparative quotations,
management according to a phased programme there is an adequate internal control system
designed to cover all the items over a period of commensurate with the size of the Company and the
three years, which, in our opinion, is reasonable nature of its business for the purchase of inventory,
having regard to the size of the Company and the fixed assets and for the sale of goods and services.
nature of its assets. Pursuant to the programme, Further, on the basis of our examination of the
a portion of the fixed assets has been physically books and records of the Company, and according
verified by the management during the year and to the information and explanations given to us, we
no material discrepancies between the book have neither come across nor have been informed of
records and the physical inventory have been any continuing failure to correct major weaknesses
noticed. in the aforesaid internal control system.
(c) In our opinion and according to the information

and explanations given to us, a substantial part 5. (a) In our opinion and according to the information
of fixed assets has not been disposed of by the and explanations given to us, the particulars of
Company during the year. contracts or arrangements referred to in Section
301 of the Act have been entered in the register
2. (a) The inventory (excluding stocks with third required to be maintained under that Section.
parties) has been physically verified by the
management during the year. In respect of (b) In our opinion and according to the information
inventory lying with third parties, these have and explanations given to us, the transactions
substantially been confirmed by them. In made in pursuance of such contracts or
our opinion, the frequency of verification is arrangements and exceeding the value of rupees
reasonable. five lacs in respect of any party during the year
have been made at prices which are reasonable
(b) In our opinion, the procedures of physical having regard to the prevailing market prices at
verification of inventory followed by the the relevant time. (Read with para 4 above).
management are reasonable and adequate in
relation to the size of the Company and the 6. The Company has not accepted any deposits from
nature of its business. the public under the provisions of Sections 58A and
58AA of the Act and the rules framed there under.
(c) On the basis of our examination of the inventory
records, in our opinion, the Company is 7. In our opinion, the Company has an internal audit
maintaining proper records of inventory. The system commensurate with its size and nature of its
discrepancies noticed on physical verification business.
of inventory as compared to book records were
not material. 8. The Central Government of India has not prescribed
the maintenance of cost records under clause (d) of
3. (a) The Company has not granted any loans, sub-section (1) of Section 209 of the Act for any of
secured or unsecured, to companies, firms or the products of the Company.
other parties listed in the Register maintained
under Section 301 of the Act, and accordingly, 9. (a) According to the information and explanations
clauses (iii)(b), (iii)(c) and (iii)(d) of paragraph given to us and the records of the Company
4 of the Order are not applicable. examined by us, in our opinion, the Company is
generally regular in depositing the undisputed
statutory duesincluding provident fund,
(b) The Company has not taken any loans, secured investor education and protection fund,
or unsecured, from companies, firms or other employees’ state insurance, income tax, sales
parties covered in the register maintained under tax, wealth tax, service tax, customs duty, excise
Section 301 of the Act, and accordingly, clauses duty, cess and other material statutory dues as
(iii)(f) and (iii)(g) of paragraph 4 of the Order applicable with the appropriate authorities.
are not applicable.
28
(b) According to the information and explanations given to us and the records of the Company examined by us,
the particulars of dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess as
at March 31, 2009, which have not been deposited on account of a dispute, are as follows:
Amount and forum where the dispute is pending (Rs.)

Statute/ Nature Period to which Supreme Court High Court Tribunal Appellate
of dues the dispute Authority Upto
Relates to Commissioner’s
level
-
Excise duty 1998-2001 12,792,532 - - -
1992-1999 - 23,641,042 - -
1980-2007 - 210,254,942 111,261,026
1986-2009 - - -
2007-2009 20,789,138 - - -
Sales tax 1989-2005 - - 4,275,843 101,543,626
1987-2009 - 155,860,600 - -
1979-1980 1,263,792 - - -
1986-1997 - - - -
Income tax 1998-2003 - 50,610,916 319,026,679 70,504,586
2001-2006 - - -
-
10. The Company has no accumulated losses as at 17. On the basis of an overall examination of the Balance
March 31, 2009 and it has not incurred any cash Sheet of the Company, in our opinion and according
losses in the financial year ended on that date or in to the information and explanations given to us,
the immediately preceding financial year. there are no funds raised on a short-term basis which
have been used for long-term investment.
11. According to the records of the Company examined
by us and the information and explanation given to 18. The Company has not made any preferential
us, the Company has not defaulted in repayment of allotment of shares to parties and companies covered
dues to any financial institution or bank or debenture in the register maintained under Section 301 of the
holders, as may be applicable, as at the Balance Sheet Act during the year.
date.
19. The Company has not issued any debentures during
12. The Company has not granted any loans and the year.
advances on the basis of security by way of pledge of
shares, debentures and other securities. 20. The Company has not raised any money by way of
public issue during the year.
13. The provisions of special statute applicable to chit
fund and nidhi/mutual benefit fund/society are not 21. During the course of our examination of the
applicable to the Company. books and records of the Company, carried out in
accordance with the generally accepted auditing
14. In our opinion, the Company is not a dealer or practices in India, and according to the information
trader in shares, securities, debentures and other and explanations given to us, we have neither come
investments. across any instance of fraud on or by the Company,
noticed or reported during the year, nor have we
15. In our opinion and according to the information and been informed of such case by the management.
explanations given to us, the terms and conditions
of the guarantees given by the Company, for loans
taken by others from banks or financial institutions
during the year, are not prejudicial to the interest of For and on behalf of
the Company. Lovelock & Lewes
16. In our opinion, and according to the information
and explanations given to us, on an overall basis, the Usha A Narayanan
term loans have been applied for the purposes for Place: Mumbai Partner
which they were obtained. Date : May 27, 2009 Membership No.23997
29
BALANCE SHEET
Rs. ’000
As at Schedule 31 March 2009 31 March 2008
SOURCES OF FUNDS
Shareholders’ funds
Share capital A 238,902 238,902
Reserves and surplus B 8,006,510 7,319,201
8,245,412 7,558,103
Loan funds C
Secured
Unsecured 21,972 19,372
229,651 1,041,603
251,623 1,060,975
Deferred tax liability, net T(4) 99,421 –
8,596,456 8,619,078
APPLICATION OF FUNDS
Fixed assets D
Gross block 5,115,047 4,531,829
Less: Accumulated depreciation and amortisation 2,336,654 2,121,939
Net block 2,778,393 2,409,890
Capital work-in-progress and advances 60,203 96,917
2,838,596 2,506,807
4,230,969 3,808,300
Investments E – 23,759
Deferred tax asset, net
Current assets, loans and advances
Inventories F
Sundry debtors G 2,536,331 3,015,309
Cash and bank balances H 496,143 463,255
Other current assets I 407,978 437,664
Loans and advances 137,085 131,930
J
1,815,878 1,476,490
5,393,415 5,524,648
Less: Current liabilities and provisions
Liabilities K
Provisions 2,658,062 2,470,177
L 1,474,836 1,006,517
4,132,898 3,476,694
Net current assets 1,260,517 2,047,954
Miscellaneous expenditure
(to the extent not written off or adjusted) M 266,374 232,258
8,596,456 8,619,078
Significant accounting policies and notes to accounts T
The schedules referred to above and the notes thereon form an integral part of the financial statements.
In terms of our report of even date
For and on behalf of Chairman : Nusli N Wadia

Lovelock & Lewes Managing Director : Vinita Bali
Chartered Accountants Directors : Keki Dadiseth
: A K Hirjee
: S S Kelkar
Usha A Narayanan : Pratap Khanna
Partner : Ajai Puri
: Raju Thomas
: V Madan
Place: Mumbai Chief Financial Officer
Date: 27 May 2009 Company Secretary
30
PROFIT AND LOSS ACCOUNT

Rs. ’000
For the year ended Schedule 31 March 2009 31 March 2008
INCOME
Gross sales 31,428,919 26,169,773
Less: Excise duty 306,778 328,728
Net sales 31,122,141 25,841,045
Other income 398,948 322,400
N 31,521,089 26,163,445
EXPENDITURE
Cost of materials O 19,103,947 15,546,196
Staff cost P 960,172 905,267
Expenses Q 8,430,867 7,079,052
Depreciation and amortisation D 334,560 290,832
Financial expenses R 160,071 97,321
28,989,617 23,918,668
2,531,472 2,244,777
Profit before taxation and exceptional items 206,295 (77,822)
Exceptional items (Profit)/Loss 2,325,177 2,322,599
S
Profit before taxation
Income tax expense
- Current income tax
- Fringe benefit tax 343,799 356,025
- Wealth tax 52,973 66,652
- Deferred income tax, net 1,224 1,224
Profit after taxation 123,180 (11,333)
Profit brought forward 1,804,001 1,910,031
Profit available for appropriation 600,000 600,000
Appropriations 2,404,001 2,510,031
Transfer to general reserve
Interim dividend
Proposed dividend
Tax on Interim / Proposed dividend 190,000 1,406,926
Profit carried forward 955,607 –
– 430,023
162,405 73,082
1,095,989 600,000
2,404,001 2,510,031
75.51 79.95
Basic earnings per share (Rs.) 75.51 79.95
Diluted earnings per share (Rs.)
The schedules referred to above and the notes thereon form an integral part of the financial statements.
For and on behalf of Chairman : Nusli N Wadia

Lovelock & Lewes Managing Director : Vinita Bali
Chartered Accountants Directors : Keki Dadiseth
: A K Hirjee
: S S Kelkar
Partner : Ajai Puri
: Raju Thomas
: V Madan
31
CASH FLOW STATEMENT

Rs. ’000
For the year ended 31 March 2009 31 March 2008
Cash flows from operating activities
Profit before taxation 2,325,177 2,322,599
Adjustments for:
Depreciation and amortisation
Provision for doubtful debts/loans/advances/bad debts written off 334,560 290,832
Compensation and amortisation of voluntary retirement scheme (VRS) 402,342 17,758
Reversal of previous years’ liabilities 249,435 130,542
Unrealised foreign exchange loss/(gain), net (264,247) (199,510)
Loss/(Profit) on sale of investments, net (13,338) 572
Loss/(Profit) on sale of fixed assets, net (72,774) (67,512)
Dividend income (2,034) (25,207)
Interest income (127,367) (143,683)
Interest expense (43,519) (31,425)
Operating profit before working capital changes 116,963 64,046
(Increase)/decrease in inventory 2,905,198 2,359,012
(Increase)/decrease in sundry debtors 478,978 (865,903)
(Increase)/decrease in other current assets and loans and advances (43,628) (194,468)
Increase/(decrease) in current liabilities and provisions (476,771) (617,796)
Cash generated from operations 295,476 363,652
Payment of VRS/terminal/other compensation benefit 3,159,253 1,044,497
Income taxes paid (including fringe benefit tax), net of refund (283,551) (107,048)
Net cash provided from operating activities (407,928) (306,132)
2,467,774 631,317
Cash flow from investing activities

Purchase of fixed assets (including finance lease payments) (678,416) (665,663)
Proceeds from sale of fixed assets 14,101 37,185
Purchase of investments in subsidiaries (48,736) (9,699)
Purchase of investments in joint venture – (12,400)
Purchase of investments in associates – (1,721)
Purchase of investments (391,509) (1,522,951)
Loan given to subsidiaries / joint venture (206,740) (225,068)
Loan repaid by subsidiaries / joint venture 33,000 27,542
Proceeds from sale of investments 1,252,856 917,517
Receipt of government grant 1,320 –
Interest received 19,507 8,495
Dividend received 127,367 143,683
Net cash used in investing activities 122,750 (1,303,080)
Cash flow from financing activities

Proceeds from/(Repayment) of secured loans, net 2,600 4,026
Interest paid (117,365) (62,114)
Repayment of unsecured loans (including commercial paper) (2,591,603) (1,322,613)
Proceeds from unsecured loans (including commercial paper) 1,750,772 2,330,000
Dividend paid including tax thereon (502,108) (418,515)
Net cash used in financing activities (1,457,704) 530,784
32
CASH FLOW STATEMENT (CONTINUED)

Rs. ’000
31 March 2009 31 March 2008
1,132,820 (140,979)
Net Increase/(Decrease) in cash and cash equivalents 2,389,087
Cash and cash equivalents at the beginning of the period 2,248,108
3,380,928 2,248,108
Cash and cash equivalents at the end of the period
(Refer note (ii) below)

Notes:
(i) The above Cash Flow Statement has been prepared under Indirect method as per Accounting Standard 3 “Cash
Flow Statement” notified u/s 211(3C) of the Companies Act, 1956.
Rs. ’000
31 March 200931 March 2008(ii) Cash and cash equivalents at the end of the period
Cash and bank balances include Rs. 14,595 (Previous year:

Rs. 13,598) in dividend accounts which is restrictive in nature. 407,978 437,664
Current investments 2,972,950 1,810,444
3,380,928 2,248,108
(iii) Figures in bracket indicate cash outgo, except for adjustments for operating activities.
(iv) Previous period figures have been regrouped/rearranged wherever necessary.
This is the Cash Flow Statement referred to in our report attached

Lovelock & Lewes Chairman : Nusli N Wadia
Chartered Accountants Managing Director : Vinita Bali
Directors : Keki Dadiseth
: A K Hirjee
: S S Kelkar
Partner : Ajai Puri
: Raju Thomas
: V Madan
33
SCHEDULES TO THE BALANCE SHEET

Schedule A - Share Capital Rs. ’000
As at Shares of Rs. 10 31 March 2009 31 March 2008
each (Nos.)
Authorised
Equity shares 50,000,000 500,000 500,000
Issued, subscribed and paid up
Equity shares for cash fully paid
For consideration other than cash 1,917,455 19,175 19,175
pursuant to a contract fully paid
As bonus shares by capitalisation of 35,779 358 358
reserves and share premium fully paid
Equity shares bought back
YearNumber of shares 25,897,216 258,972 258,972
2001-021,000,000 (3,960,287) (39,603) (39,603)
2002-03946,174
2003-04792,226
2004-051,221,887
23,890,163 238,902 238,902

Schedule B - Reserves and surplus Rs. ’000
General Capital Capital Profit 31 March 31 March
2008
Reserve Redemption Reserve and Loss 2009
Reserve
Balance at the beginning

of the year 6,676,598 39,603 3,000 600,000 7,319,201 5,909,275
Addition:
Transfer from Profit and Loss
account
Receipt of grant in aid 190,000 - - 685,989 875,989 2,006,926
(Refer note 32 of Schedule T) - - 1,320 - 1,320 3,000
6,866,598 39,603 4,320 1,285,989 8,196,510 7,919,201

Deduction:
Transfer to general reserve - - - 190,000 190,000 600,000
Balance at the end of the year 6,866,598 39,603 4,320 1,095,989 8,006,510 7,319,201
Schedule C - Loan funds Rs. ’000

As at 31 March 2009 31 March 2008
Secured
Long Term
From Others
Finance lease obligations
[Secured by hypothecation of assets taken on lease] 21,972 19,392
21,972 19,372
Unsecured
Long Term
From Bank 229,651 -
Short Term
From Bank - 791,603
From Others
Commercial Paper - 250,000
229,651 1,041,603
251,623 1,060,975
34
Rs. ’000 25,336

50,496
402,360
1,721,517
140,932
38,901
369 324 149 13,327
2,393,711
16,179
16,179
2,409,890
96,917
2,506,807 (b) Buildings
Net Block include fully paid
As at unquoted shares
As at and bonds in
31 March respect of
31 March ownership of flats
2009 in 6 Co-operative
25,336
49,925
451,882
2,026,020
128,977
39,933
285 324 149 36,883
2,759,714
18,679
18,679
2,778,393
60,203
2,838,596
2008 Housing Societies
(Previous year: 6
Co-operative
HousingSocieties);
539 shares
- 2,280
140,104
2,030,687
102,464
38,435
1,439 - - 8,674
2,324,083
12,571
12,571
119,845
2,121,939 (Previous year:
Accumulated
2,336,654 539 shares) of Rs.
depreciation and
50 each, and 50
amortisation
interest-free loan
As at
stock bonds
Charge for On
SCHEDUdeletions - - 150 96,321
22,088
829 262 - - - 119,650195 195 106,371 (Previous year: 50
interest free loan
LES TO stock bonds) of
As at (a) Rs. 100each.
THE 31 March Agreements
BALANC the year in respect of
E SHEETthe 31 March during - 571 14,941
273,729
32,231
2,829
84 - - 5,847
330,2324,328
4,328
334,560
290,832 leasehold
land at two
(CONTIN2008
year Add : Capitalfactories
UED) work-in- (Previous
progress year: two
2009 factories)
1,709
125,313
1,853,279
92,321
36,435
1,617 - 2,827
2,113,501
8,438
8,438 including
2,121,939
1,937,478
- -
advances on are in the
capital process of
account Rs. renewal.
17,953
(Previous
25,336
52,205
591,986
4,056,707
231,441
78,368
1,724 324 149 45,557
5,083,797
31,250
31,250 year Rs.
5,115,047
4,531,829
As at
7,552)
31 March
2009
- - 455 105,496
24,359
832 262 - - - 131,404508 508 131,912
118,349
Gross block at
cost
Additions
Deletions
- - 64,768
587,407
22,547
3,864
- - - 29,403
707,9897,141
7,141
715,130
729,010
As at 25,336
52,205
527,673
3,574,796
233,253
75,336
1,986 324 149 16,154
4,507,212
24,617
24,617
4,531,829
3,921,168
31 March
2008
Assets taken on
Data
Schedule D processing
finance lease
- Fixed Motor vehicles
equipment
assets (a) (b) Plant andFurniture
and fittings Computer
machinery
Software
Leasehold Intangible
Motor
Tangible
Freehold assets
assets land vehicles Trademarks
land
Buildings Previous
Own assets Designs year
Total Notes:
35
SCHEDULES TO THE BALANCE SHEET (CONTINUED)

Schedule E - Investments Rs ’000
Nos. / Units Value

Face Value Balance as As atPurchased Reinvested Sold during Balance
per share at 31 March asAs at
2008 during the during thethe year at 31 March 31 March 31 March
2008yearyear20092009
Long Term
Unquoted
Trade
The Bengal Chamber of Commerce and Industry 6 1/2 – – – – – 4 4

% Non-redeemable registered debentures 1962.
Non - Trade
(i) Shares (Fully paid)
Subsidiaries
Sunrise Biscuit Co Private Limited - Equity Shares Rs.10 349,650 3,300,000 – – 3,649,650 36,321 3,321
Ganges Vally Foods Private Limited - Equity Shares Rs.10 252,000 – – – 252,000 7,164 7,164
J B Mangharam Foods Private Limited - Equity Shares Rs.10 354,136 – – – 354,136 5,432 5,432
International Bakery Products Limited - Equity Shares Rs.10 255,000 – – – 255,000 4,010 4,010
Britannia and Associates (Mauritius) Private Limited, USD 1 50,000 – – – 50,000 2,238 2,238
Mauritius - Equity Shares
Manna Foods Private Limited - Equity Shares Rs.10 105,000 – – – 105,000 1,470 1,470
Boribunder Finance and Investments Private Limited - Rs.10 171,000 – – – 171,000 799 799
Equity Shares
Others
Britannia New Zealand Foods Private Limited - Rs.10 2,832,200 – – – 2,832,200 575,246 575,246
Equity Shares
Daily Bread Gourmet Foods (India) Private Limited - Rs.10 209,185 – – – 209,185 31,953 31,953
Equity Shares
Britannia New Zealand Foods Private Limited - 10% Rs.10 2,940,000 – – – 2,940,000 29,400 29,400
Non Cumulative Redeemable Preference Shares
Britannia and Associates (Mauritius) Private Limited, USD 1 – 327,730 – – 327,730 15,736 –
Mauritius- Redeemable Preference Shares
Klassik Foods Private Limited - Equity Shares Rs.100 3,260 – – – 3,260 3,198 3,198
Nalanda Biscuits Co Limited - Equity Shares Rs.10 87,500 – – – 87,500 2,788 2,788
Flora Investments Company Private Limited - Rs.10 84,987 – – – 84,987 1,025 1,025
Equity Shares
Gilt Edge Finance and Investments Private Limited - Rs.10 69,861 – – – 69,861 847 847
Equity Shares
Britannia New Zealand Holdings Private Limited, USD 1 1,000 – – – 1,000 44 44

Mauritius - Equity Shares
(ii) Debentures in Subsidiaries
International Bakery Products Limited - 0% Unsecured Rs.100,000 582 – – – 582 58,200 58,200
Convertible Debentures
J B Mangharam Foods Private Limited - 6% Secured Rs.100 225,000 – – – 225,000 22,500 22,500
Redeemable Non Convertible Debentures
(iii) Britannia Sports - Partnership firm [Refer note 5 of – – – – – 49 49

Schedule T]
36

Schedule E - Investments (Continued) Rs ’000
Nos. / Units Value

(iv) Others
Reliance Fixed Horizon Fund IV - Series 5 - Growth Rs.10 20,000,000 – – – 20,000,000 200,000 200,000
Reliance Fixed Horizon Fund VII - Series 1 - Growth Rs.10 10,000,000 – – – 10,000,000 100,000 100,000
Birla Sunlife Fixed Term Plan - Series BD - Rs.10 – 8,024,078 – – 8,024,078 80,250 –
Institutional - Growth
Zero % Secured Redeemable Non Convertible Rs.1,000,000 – 95 – – 95 80,186 –

Debentures of G E Capital Services Ltd
Birla Sunlife Fixed Term Plan - Series BF - Institutional Rs.10 – 6,005,243 – – 6,005,243 60,052 –
- Growth
IDFC Fixed Maturity Plan Series 17 - Growth Rs.10 5,000,000 – – – 5,000,000 50,000 50,000
Principal PNB Fixed Maturity Plan - 385 days - Series Rs.10 – 4,101,254 – – 4,101,254 41,013 –
7 - Institutional - Growth
Templeton Fixed Horizon Fund - Series 8 - Plan F - Rs.10 – 4,000,814 – – 4,000,814 40,008 –
Institutional - Growth
IDFC Fixed Maturity Plan Yearly Series 24 - Plan B - Rs.10 – 4,000,000 – – 4,000,000 40,000 –
Growth
Kotak Bond Fund - Growth Rs.10 1,361,847 – – – 1,361,847 30,000 30,000
HDFC Standard Life Insurance Company Ltd - Rs.10 988,412 – – – 988,412 25,182 25,182
Group Leave Encashment
ICICI Prudential Life Insurance Company Ltd - Rs.10 2,518,204 – – – 2,518,204 25,182 25,182
Group Leave Encashment
SBI Arbitrage Opportunities Fund - Growth Rs.10 887,571 – – – 887,571 10,000 10,000
ICICI Prudential Fixed Maturity Plan Series 41 - Rs.10 250,000 – – – 250,000 2,500 2,500
Retail Cumulative
Principal PNB Fixed Maturity Plan(FMP-33) 540 Days Rs.10 15,000,000 – – 15,000,000 – – 150,000
Plan-Series - 1
ING Fixed Maturity Fund Series XXXII - Growth Rs.10 15,000,000 – – 15,000,000 – – 150,000
Birla Fixed Term Plan Series AB - Growth Rs.10 10,000,000 – – 10,000,000 – – 100,000
Sundaram BNP Paribas Fixed Term Plan Series XXXII Rs.10 10,000,000 – – 10,000,000 – – 100,000
- Growth
Lotus India Fixed Maturity Plan Series IV - Growth Rs.10 10,000,000 – – 10,000,000 – – 100,000
ICICI Prudential Income Fund - Growth Rs.10 3,643,196 – – 3,643,196 – – 90,000
Birla Sunlife Income Fund - Growth Rs.10 2,708,388 – – 2,708,388 – – 80,000
Templeton India Income Fund - Growth Rs.10 2,476,051 – – 2,476,051 – – 70,003
Reliance Fixed Horizon Fund -IV - Annual Plan - Rs.10 5,000,000 – – 5,000,000 – – 50,000
Growth
UTI Fixed Maturity Plan Yearly Series YFMP 08/07 - Rs.10 5,000,000 – – 5,000,000 – – 50,000
Growth
DSP Fixed Term Plan Series 3 F - Growth Rs.1,000 50,000 – – 50,000 – – 50,000
Birla Income Plus - Plan B - Growth Rs.10 1,159,414 – – 1,159,414 – – 40,003
HSBC Flexi Debt Fund - Growth Rs.10 2,888,153 – – 2,888,153 – – 30,073
Principal Income Fund - Growth Rs.10 2,298,005 – – 2,298,005 – – 30,000
Reliance Income Fund Retail Plan - Growth Rs.10 784,015 – – 784,015 – – 20,003
HDFC Income Fund - Growth Rs.10 1,123,031 – – 1,123,031 – – 20,000
37

Nos. / Units Value

Quoted
Non - trade
Shares (Fully paid)
HDFC Bank Limited - Equity Shares Rs.10 22,200 – – – 22,200 222 222
Aggregate market value of quoted investments Rs.
21,486 (Previous year: Rs.29,903)
1,583,019 2,322,856
Current
Unquoted
Non - Trade
ICICI Prudential Flexible Income Plan - Rs.10 5,995,572 80,597,233 1,091,310 38,776,186 48,907,929 517,128 63,394
Daily Dividend Reinvestment
Birla Sunlife Savings Fund Institutional - Rs.10 13,371,275 120,177,604 746,251 90,755,249 43,539,881 435,695 133,804
UTI Treasury Advantage Fund - Institutional - Rs.1,000 – 449,970 4,241 70,247 383,964 384,046 –
Tata Floater Fund - Daily Dividend Reinvestment Rs.10 8,090,113 71,010,613 641,355 47,468,536 32,273,545 323,884 81,189
HDFC Floating Rate Income Fund - Short Term Plan - Rs.10 – 35,716,447 199,754 3,973,719 31,942,482 322,009 –
Wholesale - Daily Dividend Reinvestment
Reliance Money Manager Fund - Insitutional - Rs.1,000 30,503 549,639 2,950 311,271 271,821 272,130 30,538
Fortis Money Plus Fund - Institutional - Daily Dividend Rs.10 – 43,253,697 878,680 21,588,339 22,544,038 225,503 –
Reinvestment
Kotak Floater - Long Term Plan - Institutional - Rs.10 – 26,814,781 119,056 4,960,416 21,973,421 221,488 –
IDFC Money Manager Fund - Treasury Plan - Super Rs.10 – 20,999,155 59,224 4,001,760 17,056,619 170,592 –
Institutional - Daily Dividend Reinvestment
ICICI Prudential Floating Rate Fund - Plan D - Rs.10 – 20,001,467 55,873 14,016,019 6,041,321 60,426 –
Institutional - Daily Dividend Reinvestment
Birla Sunlife Short Term Fund - Institutional - Rs.10 – 20,024,078 103,652 16,125,028 4,002,702 40,049 –
DWS Credit Opportunities Cash Fund - Rs.10 24,523,867 16,890,721 562,556 41,977,144 – – 246,138
Weekly Dividend Reinvestment
JM Money Manager Fund Super Plus Plan - Rs.10 19,356,207 59,081,514 946,618 79,384,339 – – 193,641
HDFC Cash Management Fund Savings Plus - Rs.10 10,987,125 10,984,131 183,987 22,155,243 – – 110,217
ING Liquid Plus Fund - Daily Dividend Reinvestment Rs.10 8,206,991 16,445,373 322,946 24,975,310 – – 82,097
Principal Floating Rate Fund - Daily Dividend Rs.10 6,991,401 3,995,086 117,987 11,104,474 – – 70,000
Reinvestment
Templeton India Floating Rate Income Fund Super Rs.10 6,992,448 – 28,522 7,020,970 – – 70,000
Institutional Plan - Daily Dividend Reinvestment
Tata Autocomp Systems Limited 7% Preference Shares Rs.100 500,000 – – 500,000 – – 54,998
Templeton India Ultra Short Bond Fund Institutional Rs.10 5,035,592 8,985,790 112,354 14,133,736 – – 50,451
Plan - Daily Dividend Reinvestment
UTI 6.75% Tax Free Bond Rs.100 500,000 – – 500,000 – – 49,542
UTI Fixed Maturity Plan - QFMP (02/08-I) - Rs.10 4,144,317 – 48,079 4,192,396 – – 41,443
Institutional Plan Dividend Plan
38

Nos. / Units Value

HSBC Interval Fund - Plan I - Institutional Plan - Rs.10 3,999,092 – 83,113 4,082,205 – – 40,014
Dividend
Tata Treasury Manager SHIP - Daily Dividend Rs.1,000 30,539 – 142 30,681 – – 30,630
Reinvestment
ICICI Prudential Fund - Interval Fund II Series 17 - Rs.10 3,040,164 – 38,367 3,078,531 – – 30,402
Qtly Interval Plan C - Retail Dividend Plan
JM Interval Fund Quarterly Plan 3 - Institutional Plan Rs.10 3,028,200 – 29,057 3,057,257 – – 30,282
Dividend Plan
Principal Liquid Plus Fund - Daily Dividend Rs.10 3,019,561 22,852,411 371,223 26,243,195 – – 30,256
Reinvestment
JM Interval Fund Quarterly Plan 4 - Institutional Plan Rs.10 3,023,455 – 90,948 3,114,403 – – 30,235
Dividend Plan
Tata Fixed Horizon Fund - Series 17 - Scheme - D - Rs.10 3,022,433 – 36,595 3,059,028 – – 30,224
Dividend Plan
Standard Chartered Fixed Maturity Plan - Quarterly Rs.10 3,021,900 – 38,711 3,060,611 – – 30,219
Series 26 - Dividend
Lotus India Quarterly Interval Fund - Plan C - Rs.10 3,019,801 – 47,906 3,067,707 – – 30,201
Dividend Plan
ABN Amro Interval Fund - Quarterly Plan H - Rs.10 3,019,515 – 39,614 3,059,129 – – 30,196
Dividend Plan
AIG Short Term Fund Institutional - Weekly Dividend Rs.1,000 30,154 69,914 778 100,846 – – 30,154
Reinvestment
Reliance Monthly Interval Fund - Series 1 - Rs.10 3,003,992 – 14,493 3,018,485 – – 30,065
Institutional Plan - Dividend Plan
ICICI Prudential Fixed Maturity Plan - Series 39- Six Rs.10 3,000,000 – – 3,000,000 – – 30,000
Months - Plan A - Retail Dividend
ICICI Prudential Fixed Maturity Plan - Series 42- Rs.10 3,000,000 – – 3,000,000 – – 30,000
Three Months - Plan A - Retail Dividend Plan
ING Fixed Maturity Fund - Series 42 - Institutional Rs.10 3,000,000 – – 3,000,000 – – 30,000
Plan - Dividend
Tata Floating Rate Fund -Long Term - Income/Bonus Rs.10 2,972,751 – 56,403 3,029,154 – – 30,000
Dividend Plan
ABN Amro Flexible Short Term Plan - Series B - Rs.10 2,011,404 – 29,615 2,041,019 – – 20,114
Monthly Dividend Reinvestment
Reliance Fixed Horizon Fund Series VI - Series 2 - Rs.10 2,000,000 – – 2,000,000 – – 20,000
Institutional - Dividend Plan
2,972,950 1,810,444
Total Investments 4,555,969 4,133,300
Less : Provision for Diminution in value of investment 325,000 325,000

[Refer note 13 of Schedule T]
4,230,969 3,808,300
39
Schedule F - Inventories Rs ’000
Stores and spare parts 106,324 96,586

Packing materials 268,524 294,971
Raw materials 1,339,907 1,996,589
Finished goods 818,543 625,539
Materials in process 3,033 1,624
2,536,331 3,015,309
Schedule G - Sundry debtors Rs. '000

Secured Considered good:

Over six months
3,078 1,851
Others
3,961 3,747
7,039 5,598
Unsecured Considered good:

Over six months
28,304 43,149
Others
460,800 414,508
489,104 457,657
Considered doubtful:
Over six months
34,918 22,702
524,022 480,359
34,918 22,702
Less: Provision for doubtful debts 489,104 457,657
496,143 463,255
Schedule H - Cash and bank balances Rs. '000

Cash on hand 744 1,256

Cheques on hand 330,593 254,283
With scheduled banks

- Current accounts
59,684 166,264
- Deposit accounts
2,362 2,263
-Unpaid dividend accounts
14,595 13,598
407,978 437,664
40
Schedule I - Other current assets Rs. '000
Assets held for sale - 85

Deposits [Refer note 29 of Schedule T] 137,085 131,845
137,085 131,930
Schedule J - Loans and advances Rs. '000
Secured Considered good:
Advances recoverable in cash or in kind or for value to be

received (secured by bank guarantee) 708,063 663,016

received # 841,978 401,112
[Refer note 31(i) of Schedule T]
Loans to Subsidiaries 153,885 74,295

Loans to Joint Venture 46,310 293,900
Advance income tax and tax deducted at source (net of 54,111 28,201
provision)
Fringe benefit tax (net of provision) - 314

Balances with customs, port trust, excise, etc 11,531 15,652
Loans / advances recoverable in cash or in kind or for value
to be received 515,747 125,747
2,331,625 1,602,237
Less: Provision for doubtful loans / advances 515,747 125,747
1,815,878 1,476,490
# Includes -
Amount due from companies having common directors Rs. 11,726 (Previous year: Rs. 6,858).
Maximum amount due at any time during the year from companies having common directors
Rs. 19,907 (Previous year: Rs. 7,266).
Amount due from Managing Director Rs. 861 (Previous year: Rs. 1,029).
Maximum amount due at any time during the year from Managing Director Rs. 1,029
(Previous year: Rs. 1,192).
41
Schedule K - Liabilities Rs. '000

Book overdraft 17,295 24,397
Sundry creditors
- Due to Micro, Small and Medium Enterprises 25,533 13,976
- Others 853,347 932,724
Other liabilities 1,747,292 1,485,482
Unclaimed dividend 14,595 13,598
2,658,062 2,470,177
Schedule L - Provisions Rs. '000
Excise related issues [Refer note 7(a) of Schedule T] 91,952 82,746

Sales tax and other issues [Refer note 7(b) of Schedule T] 79,811 70,339
Trade and other issues [Refer note 7(c) of Schedule T] 106,926 281,699
Employee benefits 68,876 68,628
Fringe benefit tax (net of Advance tax) 9,259 -
Interim dividend 955,607 -
Proposed dividend - 430,023
Tax on Interim / Proposed dividend 162,405 73,082
1,474,836 1,006,517
Schedule M - Miscellaneous expenditure (to the extent not written off

or adjusted) Rs. '000

Voluntary Retirement Scheme (VRS) and terminal compensation benefits:
Balance at the beginning of the year 232,258 255,752
Add: VRS paid during the year 283,551 107,048
Less: Amortisation for VRS during the period [Refer note 1(n)(iv) of 249,435 130,542
Schedule T]
Balance at the end of the year 266,374 232,258
42
SCHEDULES TO THE PROFIT AND LOSS ACCOUNT
Schedule N - Other income Rs. ’000

Profit on sale of equity shares, Long term 77,394 71,694
units of mutual funds (non-trade), net
Dividend income from equity shares, Long term 1,167 468

units of mutual funds (non-trade) Current 126,200 143,215
Bank and other interest (gross) Long term 36,837 29,088

[Tax deducted Rs. 6,406 (Previous year: Rs. 2,009)] Current 6,682 2,337
Foreign exchange gain/(loss), net 18,133 -
Profit on sale of fixed assets, net 2,034 3,208
Provisions and liabilities no longer required written back, net 59,062 13,145
Other receipts 71,439 59,245
398,948 322,400
Schedule O - Cost of materials Rs. ’000

(i) Consumption of raw material including packing material
Opening stock 2,291,560 1,280,301
Add: Purchases 16,987,483 15,798,371
Less: Closing stock 1,608,431 2,291,560
17,670,612 14,787,112
(ii) Finished goods purchased 1,629,418 619,250
(iii) (Increase)/decrease in finished goods and materials in process
Opening stock
Closing stock
(194,413) 170,530
Excise duty on opening stock of finished goods 11,750 42,446

Less: Excise duty on closing stock of finished goods 10,080 11,750
Increase/(decrease) (1,670) (30,696)
19,103,947 15,546,196
43
SCHEDULES TO THE PROFIT AND LOSS ACCOUNT (CONTINUED)
Schedule P - Staff cost Rs. ’000

Salaries, wages and bonus 844,233 785,830
Contribution to provident and other funds 63,192 62,714
Workmen and staff welfare expenses 52,747 56,723

960,172 905,267
Schedule Q - Expenses Rs. ’000

Consumption of stores and spare parts 66,544 54,021
Power and fuel 214,668 227,824
Repairs and maintenance of plant and machinery (a) 150,849 128,410

Repairs and maintenance of buildings (a) 13,016 15,192
Rent 13,019 13,429
Rates and taxes, net 203,199 154,014
Insurance 12,204 11,597
Carriage, freight and distribution, net 2,235,478 1,834,196
Auditors’ remuneration
Audit fees 4,950 4,950
Other services 325 275
Expenses reimbursed 533 420
Advertising and sales promotion, net 2,111,846 1,797,771
Conversion charges, net (b) 2,662,821 2,155,988
Foreign exchange loss, net - 1,659
Loss on sale of equity shares, units of mutual funds 4,620 4,182
(non-trade, current), net
Miscellaneous, net (c) 738,256 667,428
Bad debts and advances written off 126 12,990
Provision for doubtful debts and loans/advances 12,216 4,768
(net of write back)
Services shared with a joint venture for utilising common facilities (13,803) (10,062)
8,430,867 7,079,052
(a) Includes stores consumed 31,716 46,628
(b) Includes claim from contract packers in respect of certain taxes 1,122 6,809
(c) Includes share of loss in the partnership firm Britannia Sports 3 3
44
SCHEDULES TO THE PROFIT AND LOSS ACCOUNT (CONTINUED)
Schedule R - Financial expenses Rs. ’000

Interest
Bank 768 2,326
Finance lease 2,886 2,860
Fixed loans 102,020 53,286
Others 11,289 5,574
Bank and other charges 43,108 33,275
160,071 97,321
Schedule S - Exceptional items Rs. ’000

Amortisation of Voluntary Retirement Scheme expenditure 249,435 130,542
Provision for doubtful loans/advances to a subsidiary 390,000 -
Provisions and liabilities no longer required written back, net (205,185) (186,365)
Capital receipt towards settlement of litigation (227,955) -
(Profit)/loss on sale of properties - (21,999)
206,295 (77,822)
45
SCHEDULES TO THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT
Schedule T : Notes to accounts Rs. ’000

1 Significant accounting policies
(a) Basis of accounting and preparation of financial statements

The financial statements are prepared under the historical cost convention, on the accrual basis of accounting
to comply in all material aspects with the applicable accounting principles in India, the applicable Accounting
Standards notified u/s 211(3C) of the Companies Act, 1956 and the relevant provisions of the Companies
Act, 1956.
(b) Use of estimates

The preparation of financial statements, in conformity with Generally Accepted Accounting Principles,
requires that the management makes estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent liabilities as at the date of financial statements and the reported amounts
of revenue and expenses during the reported period. Actual results could differ from those estimates. Any
revision to accounting estimates is recognised prospectively in current and future periods.
(c) Fixed assets

Tangible assets
Tangible assets are stated at their original cost less accumulated depreciation. Cost includes inward freight,
duties, taxes and expenses incidental to acquisition and installation, net of CENVAT and VAT credit, where
applicable.
Intangible assets
Intangible assets are stated at cost of acquisition less accumulated amortisation.
(d) Depreciation and amortisation
Depreciation in respect of all the assets acquired upto 30 June 1984 is provided on written down value
method. For additions on or after 1 July 1984, straight line method has been used. Depreciation rates are
estimated by the Company and are as specified in the amended Schedule XIV of the Companies Act, 1956,
except relating to vehicles which are depreciated over a period of five years. Assets costing individually
upto Rs. 5 are fully depreciated in the year of addition. Computer software is amortised over a period of six
years.
Leasehold land is amortised over the period of primary lease.

The assets identified and retired based on technical evaluation and held for disposal are stated at lower of net
book value and estimated net realisable value.
(e) Impairment of assets
The Company assesses at each Balance Sheet date whether there is any indication that an asset, including
intangible, may be impaired. If any such indication exists, the Company estimates the recoverable amount
of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit
to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable
amount. The reduction is treated as an impairment loss and is recognised in the Profit and Loss Account.
(f) Leases
Assets acquired under lease where the Company has substantially all the risks and rewards of ownership are
classified as finance lease. Such leases are capitalised at the inception of lease at lower of the fair value and
present value of minimum lease payments. Assets taken on finance lease are depreciated over its estimated
useful life or the lease term whichever is lower.
Assets acquired under lease where the significant portion of risks and rewards of ownership are retained by
the lessor are classified as operating lease. Lease rentals are charged to Profit and Loss Account on accrual
basis.
46
Schedule T : Notes to accounts (continued) Rs. ’000
(g) Inventories
Inventories are valued at the lower of cost or estimated net realisable value, after providing for obsolescence,
where appropriate.
Raw materials, packing material and stores and spares are valued at cost computed on moving weighted
average basis. The cost includes purchase price, inward freight and other incidental expenses net of CENVAT
and VAT credit, where applicable.
Materials in process are valued at input material cost plus conversion cost as applicable.
Finished goods are valued at lower of net realisable value and prime cost, excise duty and other overheads
incurred in bringing the inventories to their present location and condition.
(h) Sundry debtors and Loans and advances
Sundry debtors and Loans and advances are stated after making adequate provision for doubtful debts and
advances.
(i) Investments
Long term investments are stated at cost. A provision for diminution is made to recognise a decline, other
than temporary, in the value of long term investments.
Current investments are stated at lower of cost and fair value.
(j) Revenue recognition
Sales are recognised when goods are supplied and are recorded net of trade discounts, rebates, sales tax, VAT
and excise duties (on goods manufactured and outsourced).
Income from royalty and services is accounted based on contractual agreements.
Dividend income is accounted for in the year in which the right to receive the same is established.
Interest on investments is booked on a time-proportion basis taking into account the amounts invested and
the rate of interest.
(k) Commodity hedging contracts
The realised gain or loss in respect of commodity hedging contracts, the pricing period of which has expired
during the year is recognised in the Profit and Loss account. However, in respect of contracts, the pricing
period of which extends beyond the Balance Sheet date, suitable provisions for likely loss, if any, are made.
(l) Foreign currency transactions

Transactions in foreign currency are recorded at exchange rates prevailing on the respective dates of the
relevant transactions. Monetary assets and liabilities denominated in Foreign currency are restated at
exchange rates prevailing at the Balance Sheet date. The gains or losses resulting from such transactions are
adjusted to the Profit and Loss account. Non-monetary assets and non-monetary liabilities denominated in
foreign currency and measured at fair value/net realisable value are translated at the exchange rate prevalent
at the date when the fair value/net realisable value was determined. Non-monetary assets and non-monetary
liabilities denominated in foreign currency and measured at historical cost are translated at the exchange rate
prevalent at the date of transaction.
The Company uses foreign exchange forward contracts to cover its exposure to movements in foreign
exchange rates. The use of foreign exchange forward contracts reduces the risk of fluctuations in exchange
movements for the Company. The Company does not use the foreign exchange forward contract for trading
or speculative purposes.
Premium or Discount arising at the inception of forward contracts against the underlying assets is amortised
as expense or income over the life of contract. Exchange differences on forward contracts are recognized in
the Profit and Loss account in the reporting period in which the exchange rates change.
47

(m) Taxes on income
(i) Current taxation
Provision for current tax is made based on the tax liability computed after considering tax allowances
and exemptions.
(ii) Fringe benefit tax
Fringe benefit tax is determined at current applicable rates on expense falling within the ambit of ‘Fringe
benefit’ as defined under the Income Tax Act, 1961.
(iii) Deferred taxation
Deferred income tax is provided on all timing differences at the Balance Sheet date between the tax basis
of assets and liabilities and their carrying amount for financial reporting purpose. Deferred tax asset or
liability is recognised only for those timing differences that originate during the tax holiday period but
reverse after the tax holiday period.
Deferred tax assets are recognised only if there is a reasonable or virtual certainty, as may be applicable,
that sufficient future taxable income will be available, against which they can be realised. The carrying
amount of deferred tax assets is reviewed at each Balance Sheet date and reduced to the extent that it is
no longer probable that sufficient taxable income will be available to allow all or part of the deferred tax
asset to be utilised.
(n) Employee benefits
(i) Short term employee benefits
All employee benefits falling due wholly within twelve months of rendering the services are classified
as short term employee benefits, which include benefits like salaries, wages, short term compensated
absences and performance incentives and are recognised as expenses in the period in which the employee
renders the related service.
(ii) Post-employment benefits
Contributions to defined contribution schemes such as Provident Fund, Pension Fund etc. are
recognised as expenses in the period in which the employee renders the related service. In respect of
certain employees, Provident Fund contributions are made to a Trust administered by the Company.
The interest rate payable to the members of the Trust shall not be lower than the statutory rate of
interest declared by the Central Government under the Employees’ Provident Funds and Miscellaneous
Provisions Act, 1952 and shortfall, if any, shall be made good by the Company. In respect of contributions
made to Government administered Provident Fund, the Company has no further obligations beyond its
monthly contributions. The Company also provides for post employment defined benefit in the form of
gratuity and medical benefits. The cost of providing benefit is determined using the projected unit credit
method, with actuarial valuation being carried out at each Balance Sheet date.
The Britannia Industries Limited Covenanted Staff Pension Fund Trust (BILCSPF) and Britannia
Industries Limited Officers’ Pension Fund Trust (BILOPF) were established by the Company to
administer pension schemes for its employees. These trusts are managed by the trustees. The Pension
scheme is applicable to all the managers and officers of the Company who have been employed up to
the date of 15 September 2005 and any manager or officer employed after that date, if he has opted for
the membership of the scheme. The Company makes a contribution of 15% of salary in respect of the
members, each month to the trusts. On retirement, subject to the vesting conditions as per the rules of
the trust, the member becomes eligible for pension, which is paid from annuity purchased in the name
of the member by the trusts. [Refer note 29]
(iii) Other long term employee benefits
All employee benefits (other than post-employment benefits and termination benefits) which do not fall
due wholly within twelve months after the end of the period in which the employees render the related
services are determined based on actuarial valuation carried out at each Balance Sheet date. Provision
for long term compensated absences is based on actuarial valuation carried out as at 1st January every
year.
48

(iv) Termination Benefits
Compensation in respect of payments made before 31 March 2006 under the Company’s Voluntary
Retirement Schemes (VRS) and terminal compensation benefit is amortised over a period of 60 months
from the month of such payments. The payments made on or after 1 April 2006 are amortised equally
to ensure that the amount is not carried forward beyond 31 March 2010. The unamortised amount is
recognised as ‘Miscellaneous Expenditure – to the extent not written off or adjusted’.
Employee share based payments
The Company measures compensation cost relating to employee stock options using the intrinsic value
(o)
method. Compensation expense, if any, is amortised over the vesting period of the option on a straight line
basis.
Provisions and contingent liabilities
A provision is recognised when the Company has a present obligation as a result of past events, for which it
is probable that an outflow of resources embodying economic benefits will be required to settle the obligation
(p) and a reliable estimate can be made. Provisions are reviewed regularly and are adjusted where necessary to
reflect the current best estimate of the obligation. When the Company expects a provision to be reimbursed,
the reimbursement is recognised as a separate asset only when reimbursement is virtually certain.
A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation that
may probably not require an outflow of resources. When there is a possible or a present obligation where the
likelihood of outflow of resources is remote, no provision or disclosure is made.
Derivative contracts
Based on the principle of prudence as provided in AS 1 - “Disclosure of accounting policies”, the Company
assesses losses, if any, by marking to market all its outstanding derivative contracts (other than those
accounted under AS 11 - “Effects of changes in foreign exchange rates” (Refer point (l) above) at the Balance
Sheet date and provides for such losses. The net gain, if any, based on the said evaluation is not accounted
(q) for in line with the ICAI notification issued in March 2008 in relation to such transactions.
Earnings per share
Basic earnings per share is computed by dividing the net profit attributable to the equity shareholders by
the weighted average number of equity shares outstanding during the period. Diluted earnings per share is
computed by dividing the net profit after tax by the weighted average number of equity shares considered for
deriving basic earnings per share and also the weighted average number of equity shares that could have been
issued upon conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed
converted as of the beginning of the period, unless issued at a later date. In computing diluted earnings per
(r) share, only potential equity shares that are dilutive and that either reduce earnings per share or increase loss
per share are included.
2 Capital commitments and contingent liabilities:

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for
Rs. 69,509 (Previous year: Rs. 129,895).
(b) Contingent Liabilities for:
(1) Bank guarantee and letter of credit for Rs. 43,799 (Previous year: Rs. 169,169).
(2) Discounted cheques Rs. 737,696 (Previous year: Rs. 756,175).
(3) Claims/demand against the Company not acknowledged as debts including Excise, Income tax, Sales tax
and Trade and other demands Rs. 822,401 (Previous year : Rs. 809,469).
Note:
(i) Contingent liabilities disclosed above represent possible obligations where possibility of cash
outflow to settle the obligation is not remote.
(ii) The above does not include non quantifiable industrial disputes and other legal disputes pending
before various judicial authorities.
49

(c) The Company has furnished the following corporate guarantees:
Banking facilities given to Name of the bank 31 March 2009 31 March 2008
(i) Britannia and AssociatesABN Amro Bank NV, Singapore 643,383 448,742
(Mauritius) Pvt. Ltd, Mauritius
(ii) Strategic Food International National Bank of Fujairah, 120,882 96,020
Company LLC, Dubai Dubai
HSBC Bank Middle East, Dubai 41,280 32,790
Bank of Baroda, Dubai 18,301 14,537
BBK Bank, Dubai
88,614 70,389
Blom Bank, Dubai
68,800 54,650
Commercial Bank of Dubai, 13,760 10,930
Dubai
National Bank of Um Al
Dahrain, Dubai
15,136 12,023
(iii) Britannia New Zealand Foods Citi Bank 600,000 –

Private Limited
(iv) Britannia Lanka Pvt. LtdCiti Bank50,720–
Regarding items (b) and (c) above, it is not practicable to disclose information in respect of the estimate
of the financial effect, an indication of the uncertainties relating to outflow and the possibility of any
reimbursement as it is determinable only on occurrence of uncertain future events/receipt of judgements
pending at various forums.
(d) The Company has furnished the following letters of comfort/letters of awareness:
Britannia New Zealand Foods HSBC Bank 45,000 600,000
Private Limited
Daily Bread Gourmet Foods HSBC Bank 10,000 40,000

(India) Private Limited
Daily Bread Gourmet Foods Standard Chartered Bank 40,000 –
(India) Private Limited
Strategic Food International Co. ABN Amro Bank 522,880 –
LLC, Dubai
Al Sallan Food Industries ABN Amro Bank 96,320 –
Company SAOG, Oman
These letters are not to be construed as a guarantee issued by the Company.
3 (a) Operating leases

The Company has certain operating leases for vehicles, office facilities and residential premises (cancellable as
well as non cancellable leases). Such leases are generally with the option of renewal against increased rent and
premature termination of agreement. Rental expenses of Rs.13,019 (Previous year: Rs. 13,429) in respect of
obligation under operating leases [including minimum lease payments of Rs. 1,343 (Previous year: Rs. 1,343)]
have been recognised in the Profit and Loss Account.
Assets on operating lease which represent motor vehicles (acquired prior to 1 April 2001) aggregate to
Rs. 4,064 (Previous year: Rs. 5,707). The charge on account of lease rental to Profit and Loss Account for the
year is Rs. 1,511 (Previous year: Rs. 1,456).
50

Future obligations of lease rentals applicable to above leased assets aggregate to Rs. 713 (Previous year:
Rs. 2,056) and are due:
31 March 2009 31 March 2008

Not later than 1 year 713 1,343
Later than 1 year and not later than 5 years – 713
713 2,056
(b) Finance leases
The Company has taken motor vehicles on finance leases. The total minimum lease payments and present
value of minimum lease payments are as follows:
31 March 2009 31 March 2008

Minimum lease Present value of Minimum leasePresent value of
paymentsminimum lease paymentsminimum lease
payments payments
Not later than 1 year 7,286 7,004 4,921 4,739
Later than 1 year and not later 15,200 12,037 13,617 10,755
than 5 years
22,486 19,041 18,538 15,494
The difference between minimum lease payments and the present value of minimum lease payments of
Rs. 3,445 (Previous year: Rs. 3,044) represents interest not due. The lease liability is secured by the relevant
vehicles acquired under lease.
There is no contingent rent for operating and finance leases.
4 “Accounting for Taxes on Income” disclosure as per AS 22 : Major components of deferred tax assets and liabilities
on account of timing differences are as follows:
31 March 2009 31 March 2008

Asset Liability Asset Liability
Depreciation – 242,566 – 224,412
Voluntary retirement scheme, terminal compensation benefits 37,980 – – 189
Statutory payments 99,196 – 250,197 –
Provisions allowed on payments, write off 5,969 – – 1,837
143,145 242,566 250,197 226,438
Deferred tax asset/(liability), net (99,421) 23,759
5 The Company has an investment of Rs. 49 (Previous year: Rs. 49) in a partnership firm “Britannia Sports” having
a capital of Rs. 100 (Previous year: Rs. 100) in which it holds 49% share of the Profit and Loss and the balance
share is held by two associate companies, Flora Investments Company Private Limited and Gilt Edge Finance and
Investments Private Limited who hold 26% and 25% respectively. The Company has booked its proportionate
share of partnership losses which is disclosed in the Profit and Loss Account.
51
Schedule T : Notes to accounts (continued)

6 Details of investments purchased, reinvested and sold during the year:
Investment in mutual funds (Unquoted, non-trade)
In Units
Mutual funds Purchased Reinvested Sold
Face value
per unit -
Rs.
10
Birla Cash Plus - Institutional Premium Plan 115,774,240 20,975 115,795,215
- Daily Dividend Reinvestment
ICICI Prudential Liquid Plan - Super Institutional 10 96,058,064 18,181 96,076,245
Kotak Liquid Plan - Institutional Premium Plan
- Daily Dividend Reinvestment 10 22,080,290 3,507 22,083,797
Principal Cash Management Fund - Liquid Option
- Institutional Premium Plan - Daily Dividend 10 2,999,790 514 3,000,304
Reinvestment
Templeton India Treasury Management Account
- Super Institutional Plus - Daily Dividend
Reinvestment 1,000 109,926 14 109,940
IDFC Liquidity Manager Plus - Institutional
Reliance Liquidity Fund - Institutional 1,000 39,992 7 39,999
HSBC Cash Fund - Institutional Plus
Fortis Overnight Fund - Institutional
Tata Liquid Super High Investment Fund
UTI Liquid Cash Plan - Institutional 10 27,995,451 7,151 28,002,602
JM High Liquidity Fund - Super Institutional Plan 1,000 35,890 25 35,915
Birla Sunlife Cash Manager - Institutional
- Daily Dividend Reinvestment 1,000 480,653 71 480,724
HSBC Liquid Plus - Institutional Plus -
HDFC Liquid Fund - Daily Dividend Reinvestment
IDFC Floating Rate Fund Long Term Institutional
- Plan B -Daily Dividend Reinvestment 10 1,999,400 288 1,999,688
Kotak Flexi Debt Scheme
DWS Insta Cash Fund - Institutional
10 40,203,173 6,173 40,209,346
UTI Floating Rate Fund - Short Term Plan
10 3,995,392 29,408 4,024,800
Kotak Floater Short Term
- Weekly Dividend Reinvestment 10 18,919,262 20,122 18,939,384
10 10,978,592 2,257 10,980,849
1,000 77,340 1,221 78,561
10 2,992,161 12,978 3,005,139
52

In Units
Mutual funds Face value Purchased Reinvested Sold
per unit -
Rs.
10
Lotus India Liquid Fund - Institutional 2,999,010 647 2,999,657
Lotus India Liquid Plus Fund - Institutional 10 2,006,755 6,866 2,013,621
AIG India Liquid Fund - Institutional
Mirae Asset Liquid Plus Fund - Super Institutional
AIG India Treasury Plus Fund - Institutional
IDFC SSIF - Short Term - Plan C - 10 10,088,957 26,497 10,115,454
- Fortnightly Dividend Reinvestment
Lotus India Short Term Plan - Institutional - 10 3,973,881 7,029 3,980,910
HSBC Income Fund - Short Term Plan - Institutional
10 4,967,503 45,341 5,012,844
- Weekly Dividend Reinvestment
Mirae Asset Liquid Fund - Institutional -
- Daily Dividend Reinvestment 10 3,000,000 – 3,000,000
Principal Money Manager Fund - Institutional -
DWS Credit Opportunities Cash Fund - 15 days plan-
DWS Short Maturity Fund Weekly Dividend Option 10 3,990,144 26,398 4,016,542
ICICI Prudential Short Term Plan - Institutional
- Fortnightly Dividend Reinvestment 10 10,259,209 65,008 10,324,217
Kotak Bond Fund Short Term Plan
- Monthly Dividend
10 2,968,387 8,634 2,977,021
Tata Floater - Weekly Dividend Reinvestment
10 3,314,194 26,294 3,340,488
JM Money Manager Super Plus Plan
- Weekly Dividend Reinvestment
IDFC Cash Fund - Super Institutional - Plan C - 10 3,896,310 78,714 3,975,024
-Daily Dividend Reinvestment
IDFC Money Manager Fund - Treasury Plan - Plan B -
Tata Dynamic Bond Fund - Option B - Dividend 10 4,889,449 18,981 4,908,430
HSBC Fixed Term Series 53 - Institutional - Growth
Birla Sunlife Interval Income Fund- Institutional - 10 20,994,751 2,865 20,997,616
Monthly - Series 2 - Dividend Payout
ICICI Prudential Fixed Maturity Plan - Plan C -
Series 44 -3 Months - Retail Dividend 10 3,972,634 5,986 3,978,620
Reliance Quarterly Interval Fund - Series III -
Institutional -Dividend Plan 10 2,925,374 105,491 3,030,865
ICICI Prudential Fixed Maturity Plan - Plan A - Series 44 - 10 5,000,000 – 5,000,000
- One Month - Retail Dividend 10 8,000,000 – 8,000,000
10 3,000,000 55,110 3,055,110
10 2,999,790 56,675 3,056,465
10 3,000,000 – 3,000,000
53

In Units
per unit -
Rs.
10
Principal PNB Fixed Maturity Plan (FMP 46) - 91 4,000,000 – 4,000,000
Days - Series XV - June 08 - Regular - Dividend
JM Fixed Maturity Fund - Series X - Quarterly Plan - 2 10 4,000,000 73,188 4,073,188
- Institutional Dividend Plan
Fortis Interval Fund - Quarterly Plan I 10 3,075,013 56,859 3,131,872
- Quarterly Dividend
HDFC FMP 90 Days - June 08 (VII) 1 (2) - Wholesale 10 3,000,000 – 3,000,000
- Dividend
ICICI Prudential Fixed Maturity Plan - Plan B - Series 10 4,000,000 – 4,000,000
44 - 1 Month Retail Dividend
ING Fixed Maturity Fund - Series 46 - Institutional - 10 3,000,000 – 3,000,000
- Dividend
ICICI Prudential Fixed Maturity Plan - Plan C - Series 10 3,000,000 – 3,000,000

44 -1 Month Retail Dividend
Lotus India Fixed Maturity Plan - 3 Months - Series 10 2,016,782 42,306 2,059,088
XXXII -Institutional Dividend
Fortis Interval Fund - Monthly Plan A - Dividend 10 4,014,997 – 4,014,997
HSBC Fixed Term Scheme FTS 60 - 94 days - FMP 10 3,037,993 67,350 3,105,343
- Dividend
ICICI Prudential Fixed Maturity Plan - Plan D - Series 10 3,000,000 – 3,000,000
44 -1 Month Retail Dividend
JM Fixed Maturity Plan - Monthly Interval - Series 12 - 10 4,000,000 28,622 4,028,622
- Dividend
ICICI Prudential Quarterly Interval Plan - Series III - 3 10 3,000,000 64,920 3,064,920
Months -Retail Dividend
ICICI Prudential Monthly Interval Fund - Series III - 1 10 3,000,000 62,867 3,062,867
Month -Retail Dividend
Tata Fixed Income Portfolio Fund - Scheme A - 2 10 4,000,000 24,960 4,024,960
- Institutional -Dividend
UTI Fixed Income Interval Fund - Series II - Quarterly 10 4,000,000 87,298 4,087,298
Interval -Plan V - Institutional - Dividend
Templeton Quarterly Interval - Plan A - Institutional 10 3,993,220 87,862 4,081,082
- Dividend Reinvestment
JM Fixed Maturity Fund - Series XII - Monthly Plan - 3 10 7,114,403 52,992 7,167,395
Lotus India Monthly Interval Fund - Plan A - Dividend 10 3,998,800 56,162 4,054,962
IDFC Fixed Maturity Plan - Quarterly Plan - Series 40 - 10 4,000,000 90,132 4,090,132
54

In Units
per unit -
Rs.
10
ICICI Prudential Interval Fund II - Quarterly Interval 3,000,000 67,140 3,067,140
- Plan C -Retail Dividend Reinvestment
Lotus India Quarterly Interval Fund - Plan D - 10 2,998,411 69,964 3,068,375
Dividend
ICICI Prudential Fixed Maturity Plan - Series 46 - Six 10 4,002,150 – 4,002,150
Months - Plan A - Dividend
Birla Sunlife Interval Income Fund - Institutional - 10 8,000,855 58,982 8,059,837
Monthly - Dividend - Series I - Reinvestment
HSBC Interval Fund - Plan III - Dividend - 90 days 10 4,000,779 81,576 4,082,355
FMP
UTI Short Term Fixed Maturity Plan - Series I - IX - 90 10 4,150,201 95,076 4,245,277
days - Institutional Dividend Plan
JM Interval Fund - Quarterly Plan I - Institutional 10 7,167,395 169,022 7,336,417
Dividend Plan
UTI Fixed Income Interval Fund - Quarterly Interval 10 4,000,000 93,364 4,093,364
Plan - Series I - Institutional Dividend
ICICI Prudential Interval Fund IV - Quarterly Plan B 10 3,000,000 69,360 3,069,360
- Retail - Dividend
ICICI Prudential Interval Fund - Series 48 - One 10 6,000,000 – 6,000,000
Month - Plan A - Dividend
IDFC Fixed Maturity Plan - Monthly Series 6 - 10 4,000,000 28,840 4,028,840
Dividend
Birla Sunlife Interval Income Fund - Institutional 10 4,000,000 32,128 4,032,128
- Monthly -Series 2 - Dividend
ICICI Prudential Interval Fund - IV - Quarterly 10 3,000,657 73,966 3,074,623
Interval Plan C -Retail Dividend
Fortis Interval Fund Monthly Plan A - Dividend 10 5,000,000 48,025 5,048,025
Sundaram BNP Paribas Interval Fund - Quarterly Plan D - 10 4,000,000 103,344 4,103,344
HSBC Quarterly Interval Fund - FTS 68 - Dividend 10 8,112,992 199,166 8,312,158
IDFC Fixed Maturity Plan - Quarterly Series 45 - 10 5,000,000 122,600 5,122,600
Dividend
JM Fixed Maturity Fund Series XIII - Monthly Plan 2 - 10 5,000,000 44,433 5,044,433
Birla Sunlife Quarterly Interval Fund - Series 6 - 10 4,000,000 92,692 4,092,692
Birla Sunlife Interval Income Fund - Institutional - 10 5,064,195 104,576 5,168,771
- Quarterly Series 2 - Dividend Reinvestment
UTI Fixed Income Interval Fund - Quarterly Plan - 10 4,000,000 82,243 4,082,243
Series III -Institutional Dividend Reinvestment
55

7 In accordance with AS 29 - “Provisions, Contingent Liabilities and Contingent Assets” notified u/s 211(3C) of the
Companies Act, 1956, certain classes of liabilities have been identified as provisions which have been disclosed as
under:
31 March Additions Utilisation Reversals/ 31 March

2008 adjustments 2009
(a) Excise related issues 82,746 9,206 – – 91,952
(b) Sales tax and other issues 70,339 9,661 (189) – 79,811
(c) Trade and other issues 281,699 40,000 (3) (214,770) 106,926
31 March Additions Utilisation Reversals/ 31 March

(b) Sales tax and other issues 78,652 4,257 (282) (12,288) 70,339
(c) Trade and other issues 214,990 105,056 – (38,347) 281,699
(a) and (b) represent estimate made for probable cash outflow arising out of pending disputes/litigations with
various regulatory authorities. The timing of the outflow with these matters depends on the position of law and
the settlement of which is not expected to exceed 2-3 years in most cases.
(c) represents provisions made for probable liabilities/claims arising out of commercial transactions with vendors/
others. Further disclosures as required in AS 29 are not made since it can be prejudicial to the interests of the
Company.
Pursuant to Labour Commissioner’s Order under Section 25O(1) of the Industrial Disputes Act, 1947,
production at the Company owned facility was closed effective 24 March 2004. As per the Order of the
8
Mumbai High Court, the Company as on the date of the Balance Sheet has paid an amount of Rs. 58,317
(Previous year: Rs. 58,317) equivalent to eligible compensation under Section 25O(1) of the Industrial
Disputes Act, 1947. Further, based on the appeal filed by the worker union, the Industrial Tribunal has
reversed the Order of the Labour Commissioner. The Company has preferred an appeal against the Order
of the Industrial Tribunal. As per interim direction of the Mumbai High Court, the Company has paid
Rs. 12,799 (Previous year: Rs. 13,320) as compensation equivalent to 50% of the last drawn amount for the period
from 1 April 2008 to 19 November 2008 and 70% of the last drawn amount for the period from 20 November
2008 to 31 March 2009. The Company has made the above payments as compensation under the Industrial
Disputes Act, 1947. The case is currently pending in the High Court.
9 (a) Gross sales

Quantity Value
Product group 31 March31 March 31 March31 March
20092008 20092008
TonnesTonnes
476,938442,041
Biscuits and high protein food 104,93084,350 27,380,192 23,299,352
Bread and suji toast 9,2758,282 2,836,453 1,956,008
Cake 985,084 769,637
Others (including scrap sales) 227,190 144,776
31,428,919 26,169,773
Notes:
(a) The above value does not include sale of wheat and by-products on conversion of inputs aggregating to
Rs. 812,914 (Previous year: Rs. 609,770), which has been netted off with cost of material.
(b) The above does not include quantities issued for sales promotion.
56

(b) Raw materials including packing materials consumed
Quantity Value
Description 31 March31 March 31 March31 March
20092008 20092008
Tonnes Tonnes
Flour 377,149 354,804 5,261,980 4,577,450
Fats and Oils 66,502 65,604 3,287,837 2,930,627
Sugar 121,780 115,070 2,078,088 1,687,665
Lamination roll 7,138 6,711 1,754,341 1,553,638
Others 5,288,366 4,037,732
17,670,612 14,787,112
31 March 2009 31 March 2008

Value % Value %
Imported 8,113 0.05 13,454 0.09
Indigenous 17,662,499 99.95 14,773,658 99.91
17,670,612 100.00 14,787,112 100.00
(c) Stores and spare parts consumed
31 March 2009 31 March 2008
Value % Value %
Imported 461 0.47 918 0.91
Indigenous 97,799 99.53 99,731 99.09
98,260 100.00 100,649 100.00
10 The Company has written back a net amount of Rs. 59,062 (Previous year: Rs. 13,145) in respect of liabilities to
certain packers and others which have been withdrawn and / or settled during the year.
11 Provisions for deferred tax for the current year are after provision in respect of earlier years of Rs. 11,246 (Previous
year: Rs.Nil).
12 Salaries, wages and bonus and contribution to provident and other funds are net of recoveries of
Rs. 27,953 and Rs. 2,789 respectively for seconded staff costs (Previous year: Rs. 19,546 and Rs. 1,998
respectively).
13 In accordance with AS 13 - “Accounting for Investments”, notified u/s 211(3C) of the Companies
Act, 1956, the Company has, based on an approved business plan, retained provision of
Rs. 325,000 (Previous year: Rs. 325,000) for diminution, other than temporary, on long term investment made in
equity shares of a joint venture company.
14 Directors remuneration of Rs. 60,145 (Previous year: Rs. 51,112 ) includes :

- Fees and estimated cost of benefits Rs. 29,869 (Privious year : Rs. 24,453)
- Contribution to Provident Fund, Pension Fund Rs. 2,700 (Previous year : Rs. 2,700)
- Perquisites or benefits in cash or in kind Rs. 76 (Previous year : Rs. 87)
- Commission to Non-wholetime Directors Rs. 17,500 (Previous year : Rs. 13,872), net of reversal of last years
liability of Rs. Nil (Previous year : Rs. 1,128)
57

Statement of computation of net profits as per Section 349 of the Companies Act, 1956.
31 March 2009 31 March 2008
Profit before taxation2,325,177 2,322,599
Add :
Managerial remuneration42,095
Directors’ Sitting fees550 36,606
Commission to Non-wholetime Directors17,500 634
Depreciation and amortisation as per accounts334,560 13,872
VRS and terminal compensation benefits249,435 290,832
Provision for doubtful debts and loans/advances402,216 130,542
3,371,533 13,643
Less : 2,808,728
Profit on sale of investments, net72,774
Provision for doubtful debts and advances written back–
Provisions and Liabilities no longer required written back264,247 67,512
Depreciation and amortisation as per Section 350 of the Companies 8,875
Act, 1956332,288 199,510
Profit on sale of properties–
Profit on sale of assets121 289,308
Profit under Section 349 of the Companies Act, 19562,702,103 21,735
Non wholetime Directors’ commission restricted to 1%27,021 2,032
Managerial remuneration @ 5%135,105 2,219,756
22,198
110,988
Notes :
1. Contributions to employee retirement / post retirement and other employee benefits which are based on
actuarial valuation done on an overall Company basis are excluded from above.
2. Ms. Vinita Bali was appointed as Managing Director for a period of 5 years with effect from 31 May 2006.
15 Licensed and installed capacities per annum (in tonnes)

LicensedLicensedInstalledInstalled
Product groupCapacityCapacityCapacityCapacity
31 March31 March31 March31 March
2009200820092008
Biscuits and high protein food––163,500163,500
The Government vide Notification No : S.O.298(E) dated 3 April, 1997 has omitted biscuits from the list of items
reserved for the small scale sector.
Installed Capacity [including Mumbai factory (Refer note 8 above) and Chennai factory (Refer note 27 below)]
is as certified by the Management and relied upon by the auditors; this being a technical matter.
16 Production*(in tonnes)
Product group 31 March 2009 31 March 2008

Biscuits and high protein food 456,544 437,589
Bread and suji toast 101,215 79,693
Cake 4,505 4,148
Others – 291
562,264 521,721
*Includes third party processing
Biscuits and high protein food 356,648 333,812
Bread and suji toast 101,215 79,693
Cake 4,505 4,148
Others – 291
462,368 417,944
58

17 Opening and Closing stocks of Finished goods
31 March 2009 31 March 2008

QuantityValue QuantityValue
Tonnes Tonnes
(a) Opening stock

Biscuits and high protein food 14,165 592,526 18,247 746,092
Bread and suji toast 275 13,113 211 8,963
Cake 162 13,959 101 8,211
Others 5,941 32,979
625,539 796,245
(b) Closing stock

Biscuits and high protein food 17,471 766,173 14,165 592,526
Bread and suji toast 489 23,594 275 13,113
Cake 272 24,589 162 13,959
Others 4,187 5,941
818,543 625,539
18 Purchase of finished goods

31 March 2009 31 March 2008
QuantityValue QuantityValue
Tonnes Tonnes
27,1521,042,042 3,254133,268
Biscuits and high protein food
Bread and suji toast 5,228 105,413 6,125 132,101
Cake 5,119 414,444 4,253 318,938
Others 2,148 67,519 412 34,943
39,647 1,629,418 14,044 619,250
31 March 2009 31 March 2008

19 Expenditure in foreign currency:
Travelling, Consultancy, Software licences and others 27,821 14,661
20 Value of imports on C.I.F basis :
(a) Capital goods 70,408 10,046
(b) Raw materials 40,099 13,253
(c) Finished goods 4,267 16,839
(d) Components and spare parts 461 2,679
21 Earnings in foreign currency:
(a) Exports at F.O.B value
(b) Capital receipt towards settlement of litigation 386,191 111,959
(c) Others - Royalty, freight and insurance etc. 227,955 -
22 Dividend remitted in foreign currency (net of tax): 77,495 6,374
Relating to the year ended
31 March 2008 31 March 2007

No. of Non resident shareholders 6 6
No. of Equity shares held 12,173,219 12,173,219
Amount remitted 219,118 182,598
59

23 Earnings Per Share

31 March 2009 31 March 2008
(a) Net profit attributable to the equity shareholders 1,804,001 1,910,031
(b) Weighted average number of equity shares outstanding during 23,890,163 23,890,163
the year
(c) Effect of potential equity shares on employee stock option
1,703 -
outstanding
(d) Weighted average number of equity shares outstanding for
computing diluted earnings per share {(b)+(c)} 23,891,866 23,890,163
Nominal value of equity shares (Rs.)
Basic earnings per share (Rs.) 10 10
Diluted earnings per share (Rs.) 75.51 79.95
75.51 79.95
24 Based on guiding principles in the AS 17 - “Segment Reporting,” the primary business segment of the Company
is foods, comprising bakery and dairy products. As the Company operates in a single primary business segment,
disclosure requirements are not applicable. The Company primarily caters to the domestic market and export
sales are not significant and accordingly there is no reportable secondary segment.
25 Related party disclosures under Accounting Standard 18:
Relationships
1. Ultimate Holding Company ABI Holdings Limited (ABIH), UK, The Bombay Burmah Trading
Corporation Limited effective from 14 April 2009.
Associated Biscuits International Limited (ABIL), UK
Holding Company
2. Subsidiary CompaniesStrategic Food International Co. LLC, Dubai
Boribunder Finance & Investments Private Limited
International Bakery Products Limited
J B Mangharam Foods Private Limited
Sunrise Biscuit Company Private Limited
Manna Foods Private Limited
Ganges Vally Foods Private Limited
Al Sallan Food Industries Company SAOG, Oman
Flora Investments Company Private Limited
Gilt Edge Finance & Investments Private Limited
Britannia and Associates (Mauritius) Private Limited, Mauritius
Britannia and Associates (Dubai) Private Company Limited, Dubai
Strategic Brands Holding Company Limited, Dubai
Britannia Lanka Pvt. Ltd, Srilanka
Daily Bread Gourmet Foods (India) Private Limited
Fellow Subsidiary CompaniesValletort Enterprises Pte Limited, Singapore
3.
Spargo Enterprises Pte Limited, Singapore
Nacupa Enterprises Pte Limited, Singapore
Dowbiggin Enterprises Pte Limited, Singapore
Bannatyne Enterprises Pte Limited, Singapore
Other related parties with whom transactions have taken place during the year
4. - Joint Venture CompaniesBritannia New Zealand Foods Private Limited
Britannia New Zealand Holdings Private Limited, Mauritius
- AssociatesBritannia Sports (partnership firm)
Klassik Foods Private Limited
Nalanda Biscuits Company Limited
Key Management Personnel (KMP)
5. Managing DirectorMs.Vinita Bali
Relatives of Key Management
PersonnelNone
6.
60

Related party disclosure

Relationship 31 March 31 March
2009 2008
Investments made during the year

Ganges Vally Foods Private Limited Subsidiary – 5,724
International Bakery Products Limited Subsidiary – 1,660
Sunrise Biscuit Company Private Limited Subsidiary 33,000 1,379
Britannia and Associates (Mauritius) Private Limited Subsidiary 15,736 –
Daily Bread Gourmet Foods (India) Private Limited Subsidiary – 12,400
Klassik Foods Private Limited Associate – 1,403
Nalanda Biscuits Company Limited Associate – 318
Others Subsidiary – 936
Total 48,736 23,820
Remittance of dividend
Associated Biscuits International Limited
Others
Holding Company 194,056 161,714
Fellow Subsidiary 25,062 20,884
Companies
Total 219,118 182,598
Purchase of finished goods/consumables and ingredients
Strategic Food International Co. LLC
Subsidiary – 1,261
Al Sallan Food Industries Company SAOG
Subsidiary 2,645 16,839
Subsidiary 324,895 –
Associate 128,569 –
Britannia New Zealand Foods Private Limited
Joint Venture 3,228 2,611
Total
459,337 20,711
Royalty and shared service income etc.
Strategic Food International Co. LLC
Total Subsidiary 10,741 2,737
Conversion charges paid Joint Venture 37,695 31,427
International Bakery Products Limited 48,436 34,164
Ganges Vally Foods Private Limited Subsidiary 112,961 85,752
Manna Foods Private Limited Subsidiary 130,601 91,309
Klassik Foods Private Limited Subsidiary 32,658 82,269
Nalanda Biscuits Company Limited Subsidiary 90,344 93,602
Total Subsidiary 47,720 29,046
Interest and dividend income Associate 47,061 59,900
Boribunder Finance & Investments Private Limited Associate 64,237 62,327
J B Mangharam Foods Private Limited 525,582 504,205
Britannia and Associates (Mauritius) Private Limited
Others
Total
Subsidiary 5,001 915
Subsidiary 2,783 844
Associate 978 313
36,803 28,832
61


2009 2008
Management contracts including secondment
of employees & Reimbursement of expenses, net
Ganges Vally Foods Private Limited Subsidiary (2,071) 2,938
International Bakery Products Limited Subsidiary 2,872 1,957
J B Mangharam Foods Private Limited Subsidiary (1,609) 206
Manna Foods Private Limited Subsidiary 260 918
Sunrise Biscuit Company Private Limited Subsidiary (4,634) (2,085)
Al Sallan Food Industries Company SAOG Subsidiary (264) 264
Daily Bread Gourmet Foods (India) Private Limited Subsidiary 2,123 1,427
Nalanda Biscuits Company Limited Associate (3,531) 2,726
Klassik Foods Private Limited Associate 84 1,368
Britannia New Zealand Foods Private Limited Joint Venture 6,263 (6,023)
Total (507) 3,696
Purchase of Shares
Flora Investments Company Private Limited
Total
Remuneration
– 22,446
Ms. Vinita Bali
Loan given during the year
Britannia and Associates (Mauritius) Private Limited KMP 42,095 36,606
Daily Bread Gourmet Foods (India) Private Limited Subsidiary 5,640 41,068
Total Subsidiary 82,000 –
Loan repaid by Subsidiary 119,100 184,000
Flora Investments Company Private Limited 206,740 225,068
Daily Bread Gourmet Foods (India) Private Limited Subsidiary – 6,931
Sunrise Biscuit Company Private Limited Subsidiary – 9,911
Ms.Vinita Bali Subsidiary – 6,700
Total Subsidiary 13,000 –
Share of loss in partnership firm Subsidiary 20,000 4,000
Britannia Sports KMP 168 163
Sale of Goods/consumables and ingredients 33,168 27,705
Britannia New Zealand Foods Private Limited Associate 3 3
Total
Sale of assets Subsidiary 54,137 –
Strategic Food International Co. LLC Associate 79,974 –
Sunrise Biscuit Company Private Limited Joint Venture 10,344 6,295
Total 144,455 6,295
Outstanding as at year end
Net receivables/(payables)
Boribunder Finance and Investments Private Limited
Subsidiary 3,099 –
Ganges Vally Foods Private Limited
3,099 8,034
Manna Foods Private Limited Subsidiary 34,037 32,089
Subsidiary 828 4,587
62


2009 2008
Al Sallan Food Industries Company SAOGSubsidiary 6,091 9,000
Strategic Food International Co. LLCSubsidiary (397) 1,032
Britannia and Associates (Mauritius) Private LimitedSubsidiary 63,433 41,912
Britannia Lanka Pvt. LtdSubsidiary 13,007 –
Daily Bread Gourmet Foods (India) Private LimitedSubsidiary 439,879 313,843
Nalanda Biscuits Company LimitedAssociate 24,197 3,297
Klassik Foods Private LimitedAssociate (238) (1,264)
Britannia New Zealand Foods Private LimitedJoint Venture 11,660 6,848
Britannia New Zealand Holdings Private LimitedJoint Venture 46 46
Ms.Vinita BaliKMP 861 1,029
748,471 473,392
Total
Provision for doubtful loans/advances
Boribunder Finance & Investments Private LimitedSubsidiary21,04221,042
Manna Foods Private LimitedSubsidiary10,40310,403
Sunrise Biscuit Company Private LimitedSubsidiary20,00020,000
Daily Bread Gourmet Foods (India) Private LimitedSubsidiary390,000–
Britannia Sports (partnership firm)Associate1,1741,174
Total442,61952,619
Investment in debentures
J B Mangharam Foods Private LimitedSubsidiary22,50022,500
International Bakery Products LimitedSubsidiary58,20058,200
Total80,70080,700
Investments held
International Bakery Products LimitedSubsidiary4,0104,010
J B Mangharam Foods Private LimitedSubsidiary5,4325,432
Sunrise Biscuit Company Private LimitedSubsidiary36,3213,321
Ganges Vally Foods Private LimitedSubsidiary7,1647,164
Britannia and Associates (Mauritius) Private LimitedSubsidiary17,9742,238
Nalanda Biscuits Company LimitedAssociate2,7882,788
Klassik Foods Private LimitedAssociate3,1983,198
Britannia SportsAssociate4949
Britannia New Zealand Foods Private LimitedJoint Venture604,646604,646
OthersJoint Venture31,99731,997
OthersSubsidiary4,1414,141
Total717,720668,984
Provision for Investment
Guarantees/collaterals/contingent liability
Britannia Lanka Pvt. LtdSubsidiary50,720–
Strategic Food International Co. LLCSubsidiary366,773291,339
Britannia and Associates (Mauritius) Private LimitedSubsidiary643,383448,742
Britannia New Zealand Foods Private LimitedJoint Venture600,000–
Total1,660,876740,081
Letters of Awareness / comfort
Strategic Food International Co. LLCSubsidiary522,880–
Al Sallan Food Industries Company SAOGSubsidiary96,320–
Daily Bread Gourmet Foods (India) Private LimitedSubsidiary50,00040,000
Total714,200640,000
Notes:
1. The above does not include related party transactions with retiral funds, as key management personnel who
are trustees of the funds cannot individually exercise significant influence on the retiral funds transactions.
2. The above information has been determined to the extent such parties have been identified on the basis of
information available with the Company and relied upon by the auditors.
63

26 Employee Benefits
(a) Post Retirement Benefit - Defined Contribution Plans
The Company has recognised an amount of Rs. 45,147 (Previous year Rs. 50,441) as expenses under the
defined contribution plans in the Profit and Loss account for the year:
31 March 2009 31 March 2008

Benefit (Contribution to)
Provident Fund* 21,287 21,648
Family Pension Scheme 10,058 11,556
Pension Fund 13,797 17,227
Labour Welfare Fund 5 10
Total 45,147 50,441
*Having regard to the assets of the Fund and the return on the investments, the Company does not expect
any deficiency in the foreseeable future.
(b) Post Retirement Benefit- Defined Benefit Plans
The Company makes annual contributions to the Britannia Industries Limited Covenanted Staff Gratuity
Fund and Britannia Industries Limited Non Covenanted Staff Gratuity Fund, funded defined benefit plans for
qualifying employees. The Scheme provides for lumpsum Payment to vested employees at retirement, death
while in employment or on termination of employment of an amount equivalent to 15 days salary payable for
each completed year of service or part thereof in excess of six months except in case of employees covered
under Non Covenanted Gratuity Fund there is ceiling of Rs. 350. Vesting occurs only upon completion of
five years of service, except in case of death or permanent disability. The present value of the defined benefit
obligation and the related current service cost are measured using the projected unit credit method with
actuarial valuation being carried out at Balance Sheet date.
1. Reconciliation of Opening and Closing balances of the present value of the defined benefit obligation:
Rs. ’000
31 March 200931 March 2008
Obligations at 1 April 2008170,096183,586
Current Service cost9,7177,844
Interest cost13,60814,687
Benefits settled(53,583)(38,410)
Actuarial (gain)/loss6,8912,389
Past Service cost--
Obligations at 31 March 2009146,729170,096
2. Change in Plan assets
Plan assets at 1 April 2008 at fair value160,090163,878
Expected return on plan assets12,80713,110
Actuarial gain/(loss)(636)(463)
Asset distributed on settlements--
Contributions22,82121,975
Benefits settled(53,583)(38,410)
Plan assets at 31 March 2009 at fair value141,499160,090
3. Reconciliation of present value of the obligation and the
fair value of the plan assets
Present value of obligation at 31 March 2009146,729170,096
Plan assets at 31 March 2009 at fair value141,499160,090
Amount recognised in Balance Sheet Asset/(Liability)(5,230)(10,006)
64

31 March 2009 31 March 2008
4. Expenses recognised in the Profit and Loss account
Current Service cost 9,717 7,844
Interest cost 13,608 14,687
Expected return on plan assets (12,807) (13,110)
Actuarial (gain)/loss 7,527 2,852
Net cost 18,045 12,273
Amount recognised in the Balance Sheet
5. Opening net liability
Expense as above 10,006 19,708
Employers Contribution paid 18,045 12,273
Closing net liability (22,821) (21,975)
Investment details 5,230 10,006
Government of India Securities % Invested % Invested
6. State Govt. Securities 22.45 0.95
Public Sector Securities 15.02 1.39
Mutual funds 53.32 36.00
Special Deposit Scheme - 23.97
9.21 37.69
100.00 100.00
7. Principal Actuarial Assumptions

Discount Factor (Note (i) below)8%8%
Estimated Rate of Return on Plan Assets (Note (ii) below)8%8%
Notes :
(i) The discount rate is based on the prevailing market yield on Government Securities as at the Balance
Sheet date for the estimated term of obligations.
(ii) The expected return on plan assets is determined considering several applicable factors mainly the
composition of the plan assets held, assessed risks of asset management, historical results of the
return on plan assets and the Company’s policy for plan asset management.
(iii) The estimate of future salary increases considered in actuarial valuation takes into account inflation,
seniority, promotion and other relevant factors such as supply and demand in the employment
market.
(iv) The disclosure above includes amounts for both Britannia Industries Limited Covenanted Staff
Gratuity Fund and Britannia Industries Limited Non Covenanted Staff Gratuity Fund.
27 The Company had offered a VRS scheme to workers at its manufacturing unit at M.T.H. Road, Padi, Chennai
during the month of April 2008. The same was accepted by all workers. Consequently, manufacturing operations
have been suspended effective 7 April 2008.
28 Disclosure as per Clause 32 of the Listing Agreement in respect of loans and advances in the nature of loans to
associates/subsidiaries outstanding at year end:
Outstanding Maximum outstanding

31 March31 March 31 March31 March
20092008 20092008
Sunrise Biscuits Company Private Limited (Net) 84,18022,180 124,18026,180
Flora Investments Company Private Limited -- -6,931
Boribunder Finance & Investments Private 11,04711,047 11,04711,047
Limited (Net)
Daily Bread Gourmet Foods (India) Private 46,310 293,900 400,000 293,900
Limited (Net)
Britannia and Associates (Mauritius) Private
58,658 41,068 58,658 41,068
Limited, Mauritius
- - - 9,911
65

29 In April 2007, the Commissioner of Income Tax (CIT), Kolkata issued a notice to the Company’s Covenanted
Staff Pension Fund (BILCSPF) asking it to show cause why recognition granted to the Fund should not
be withdrawn for refunding in the year 2004, the excess contribution of Rs. 121,199 (Previous year:
Rs. 121,199) received by it in earlier years. The Single Judge of the Calcutta High Court, on a writ petition, granted
a stay restraining the CIT from proceeding with the show cause notice but with a direction to the Company to
deposit Rs. 121,199 (Previous year: Rs. 121,199) (included in Deposits under Schedule I) with a nationalized
bank in the name of the Fund. On appeal, the Division Bench of the Calcutta High Court disposed off the writ
petition pending before the Single Judge. The Fund filed a Special Leave Petition before the Supreme Court
against the order of the Division Bench. The Supreme Court at its hearing on 12 May 2008 has set aside the order
of the Division Bench of the Calcutta High Court. As a condition of the stay order granted, the Company has,
under protest, made the deposit as per the direction of Hon’ble Calcutta High Court.
Pursuant to the directions of the Madras High Court, the CIT, Kolkata passed orders rejecting the deeds of
variation submitted in May 2005 by the Pension Fund on technical grounds. The Company has preferred an
appeal before the Central Board of Direct Taxes, New Delhi challenging the order.
A suit has been filed in the City Civil Court, Bangalore, where the Hon’ble judge has passed interim orders on
1 January 2009 and 10 February 2009 directing the Funds to pay pension to the members in accordance with the
Funds’ calculations. The Funds have since complied with the said order.
The Britannia Industries Limited Pensioners Welfare Association had also filed a writ petition in the Hon’ble
Calcutta High Court seeking various reliefs relating, inter alia, to their pension benefits. In April 2009, the
association has withdrawn this case.
The Company believes, based on current knowledge and after consultation with eminent legal counsel that the
resolution of the matter. will not have material adverse effect on the financial statements of the Company.
30 There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding
for more than 45 days as at 31 March, 2009. This information as required under the Micro, Small and Medium
Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the
basis of information available with the Company and has been relied upon by the auditors.
31 Derivative contracts
(i) Foreign currency Forward Contracts
The Company has entered into foreign exchange forward contracts for hedging the foreign exchange
fluctuation risks on payables, which has been accounted for in line with AS 11 - “ The effects of changes
in foreign exchange rates”. Accordingly, the amount receivable of Rs. 229,651 (Previous year: Rs. Nil) and
foreign currency payable of Rs. 200,772 (Previous year: Rs. Nil) in the subsequent years, relating to foreign
exchange forward contracts for hedging have been netted off and disclosed under ‘Loans and advances’
(Refer Schedule J).
The Company has designated certain Foreign Exchange Forward Contracts outstanding as on 31 March
2009 as Hedge of highly probable forecasted transaction. On that date, the Company had forward contracts
to sell USD 2,091,820 (Previous year: USD 981,934). As at the year end the unrealised exchange loss of
Rs. 1,102 (Previous year: Rs. Nil) arrived on a mark to market basis has been accounted for.
(ii) Other derivative contracts

For all derivative contracts, a mark to market valuation has been obtained and any gain/loss thereon has been
accounted for in line with the ICAI notification issued in March 2008 in relation to such transactions.
32 During the year the Company has received Rs. 1,320 as grant in aid for implementation of ISO 22000 on HACCP
systems from Government of India for Uttarakhand factory.
33 The disclosure required under AS 27 - “Financial Reporting of Interests in Joint Ventures” has been given
below:
66

The Company’s interests, as a venturer, in jointly controlled entities (incorporated Joint Ventures) are:
NameCountry ofPercentage ofPercentage of
Incorporation ownership interest ownership interest
atat
31 March 200931 March 2008
Britannia New Zealand Foods Private LimitedIndia49.00%49.00%
Britannia New Zealand Holdings Private LimitedMauritius50.00%50.00%
Daily Bread Gourmet Foods (India) Private Limited #India–42.11%
# Daily Bread Gourmet Foods (India) Private Limited has been considered as a subsidiary pursuant to a change
in control during the year.
The aggregate amounts of each of the assets, liabilities, income and expenses related to the Company’s interests
in jointly controlled entities are:
Particulars31 March 2009#31 March 2008

(i) ASSETS
490,082572,453Fixed Assets
–895Deferred tax asset, net
Inventories61,25385,251
Sundry debtors5,14410,606
Cash and bank balances51,41136,759
Loans and advances3,27515,401
(ii) LIABILITIES
Loan funds
Secured252,35039,288
Unsecured5,680411,256
Current liabilities and provisions
Current liabilities75,00656,027
Other liabilities187,943148,665
Provisions2,8275,361
(iii) INCOME
Sales793,030747,937
Other income7444,534
(iv) EXPENDITURE
Cost of materials645,813614,833
Staff cost20,04136,814
Operating and other administration expenses128,380145,656
Depreciation and amortisation26,07937,527
Fringe benefit tax833784
(v) OTHER MATTERS
Cheques discounted not realised23,80422,549
Bank guarantee135344
# Pursuant to a change in the status of Daily Bread Gourmet Foods (India) Private Limited from joint venture to
subsidiary due to change in the control, current year figures have not been disclosed.
34 During the year, there was no significant purchase of machinery spares that are of irregular usage.
35 Figures in rupees have been rounded off to the nearest thousand, unless otherwise stated.
36 Previous year’s figures have been regrouped/rearranged, wherever necessary.
Chairman:Nusli N Wadia
Managing Director:Vinita Bali
Directors:Keki Dadiseth
:A K Hirjee
:S S Kelkar
:Pratap Khanna
:Ajai Puri
Place: Mumbai
Chief Financial Officer:Raju Thomas
Date: 27 May 2009Company Secretary:V Madan
67
BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

I. Registration Details
Registration No. 02964 State Code 21

Balance Sheet Date 31/03/09
II. Capital raised during the year (Rs. ’000)
Public Issue Nil Right Issue Nil

Bonus Issue Nil Private Placement Nil
III. Position of Mobilisation and Deployment of Funds (Rs. ’000)
Total Liabilities 8,596,456 Total Assets * 8,596,456
Sources of Funds Application of Funds

Paid-up Capital Net Fixed Assets
238,902 2,838,596
Reserves & Surplus Investments
8,006,510 4,230,969
Secured Loans Net Current Assets*
21,972 1,260,517
Unsecured Loans Misc. Expenditure
229,651 266,374
Deferred Tax Liability, net Deferred Tax Asset, net
99,421 -
* Net of Current Liabilities and Provisions.
IV. Performance of the Company (Rs. ’000)
Turnover (including other income) 31,521,089

Total Expenditure including Exceptional Items 29,195,912
Profit Before Tax 2,325,177
Profit After Tax 1,804,001
Earnings per share in Rs. 75.51
Dividend rate % 400%
V. Generic Names of Three Principal Products/Services of Company (as per monetary terms)
Item Code No. (ITC Code) 190530.03 Product Description Biscuit

190530.09
Item Code No. (ITC Code) 190510.00 Product Description Bread
Item Code No. (ITC Code) 190590.10 Product Description Cake
Figures in rupees have been rounded off to the nearest thousand.
68
REPORT OF THE AUDITORS TO THE BOARD OF DIRECTORS OF

BRITANNIA INDUSTRIES LIMITED
1. We have audited the attached Consolidated revenues of Rs. 166,382 thousands for the year
Balance Sheet of Britannia Industries Limited (the ended on that date as considered in the consolidated
‘Company’) and its subsidiaries and joint ventures financial statements have been certified by their
(together the ‘Group’), as at March 31, 2009, and the directors, whose certificates have been furnished
related Consolidated Profit and Loss Account and to us, and in our opinion, in so far as it relates to
Consolidated Cash Flow Statement for the year ended amounts included in respect of these subsidiaries
on that date annexed thereto, which we have signed and joint ventures, it is solely based on these
under reference to this report. These consolidated certificates.
financial statements are the responsibility of the
Company’s management and have been prepared by
the management on the basis of separate financial 4. We report that the consolidated financial statements
statements and other financial information regarding have been prepared by the Company’s management
the components. Our responsibility is to express an in accordance with the requirements of Accounting
opinion on these consolidated financial statements Standard (AS) 21 – Consolidated Financial
based on our audit. Statements, AS 23 – Accounting for Investments
in Associates in Consolidated Financial Statements
and AS 27 – Financial Reporting of Interest in Joint
Ventures notified u/s 211(C) of the Companies Act,
2. We have conducted our audit in accordance with 1956.
the auditing standards generally accepted in India.
Those standards require that we plan and perform
the audit to obtain reasonable assurance about 5. Based on our audit and on consideration of the
whether the financial statements are free of material reports/certificates of other auditors/directors on
misstatement. An audit includes examining, on separate financial statements and on the other
a test basis, evidence supporting the amounts and financial information of the components, in our
disclosures in the financial statements. An audit also opinion and to the best of our information and
includes assessing the accounting principles used according to the explanations given to us, the
and significant estimates made by management, as attached consolidated financial statements give a
well as evaluating the overall financial statement true and fair view in conformity with the accounting
presentation. We believe that our audit provides a principles generally accepted in India:
reasonable basis for our opinion. (i) in the case of the Consolidated Balance Sheet,
of the consolidated state of affairs of the Group
as at March 31, 2009;
(ii) in the case of the Consolidated Profit and
3. We did not audit the financial statements of certain Loss Account, of the consolidated results of
subsidiaries and joint ventures whose financial operations of the Group for the year ended on
statements reflect the Group’s share of total that date; and
assets of Rs. 2,149,638 thousands as at March 31, (iii) in the case of the Consolidated Cash Flow
2009 and the Group’s share of total revenues of Statement, of the consolidated cash flows of the
Rs. 2,621,407 thousands for the year ended on that Group for the year ended on that date.
date as considered in the consolidated financial
statements. These financial statements have been
audited by other auditors whose reports have been
furnished to us, and in our opinion, in so far as it
relates to the amounts included in respect of these
subsidiaries and joint ventures, it is solely based
on the reports of the other auditors. The financial For and on behalf of
statements of certain subsidiaries and joint ventures Lovelock & Lewes
whose financial statements reflect the Group’s Chartered Accountants
share of total assets of Rs. 284,871 thousands as at
March 31, 2009 and the Group’s share of total Usha A Narayanan
Date : May 27, 2009 Membership No. 23997
69
CONSOLIDATED BALANCE SHEET

Rs. ’000
As at Schedule 31 March 2009 31 March 2008
SOURCES OF FUNDS
Share capital
A 238,902 238,902
Reserves and surplus
B 6,974,800 6,683,375
7,213,702 6,922,277
Minority Interest 36,974 101,954
Loan funds C
Secured 645,440 315,732
Unsecured 2,058,033 2,406,802
2,703,473 2,722,534
Deferred tax liability, net T(4) 99,417 –
10,053,566 9,746,765
APPLICATION OF FUNDS
Fixed assets D
Gross block 9,216,476 7,602,584
Less: Accumulated depreciation and amortisation 4,511,365 3,611,728
Net block 4,705,111 3,990,856
Capital work-in-progress and advances 62,990 101,257
4,768,101 4,092,113
3,773,437 3,398,390
Investments E – 25,353
Deferred tax asset, net T(4)
Inventories F 2,886,890 3,293,094
Sundry debtors G 740,000 690,426
Cash and bank balances H 688,412 534,619
Other current assets I 137,085 131,930
Loans and advances J 1,654,709 1,358,099
6,107,096 6,008,168
Less: Current liabilities and provisions
Current liabilities K 3,347,815 2,959,745
Provisions L 1,517,254 1,057,045
4,865,069 4,016,790
Net current assets 1,242,027 1,991,378
Miscellaneous expenditure
(to the extent not written off or adjusted) M 270,001 239,531
10,053,566 9,746,765
The schedules referred to above and the notes thereon form an integral part of the consolidated financial statements.

: A K Hirjee
Usha A Narayanan : S S Kelkar
Partner : Pratap Khanna
: Ajai Puri
: Raju Thomas
: V Madan
70
CONSOLIDATED PROFIT AND LOSS ACCOUNT
Rs. ’000
For the year ended Schedule 31 March 2009 31 March 2008
INCOME
Gross sales
34,522,596 28,092,098
Less : Excise duty
310,316 329,597
Net sales
34,212,280 27,762,501
Other income
N 387,176 334,144
34,599,456 28,096,645
EXPENDITURE
Cost of materials O 21,190,636 16,929,035
Staff cost P 1,587,075 1,262,579
Expenses Q 9,054,224 7,218,760
Depreciation and amortisation (including impairment) D 659,106 393,606
Financial expenses R 326,031 185,956
32,817,072 25,989,936
1,782,384 2,106,709
Profit before taxation and exceptional items (180,059) (74,714)
Exceptional items (Profit)/Loss S 1,962,443 2,181,423
Profit before taxation
Income tax expense [Refer note 1(r) of Schedule T]
-Current income tax 346,508 359,164
-Fringe benefit tax 54,648 68,030
-Wealth tax 1,224 1,225
-Deferred income tax, net 127,646 (12,094)
Profit after taxation before Share of Profits/(Losses) of 1,432,417 1,765,098
Associates (Net) and Minority Interest
Share of Net Profit/(Loss) of Associates
2,117 413
Share of Loss/(Profit) of Minority
80,314 8,878
Profit after taxation
1,514,848 1,774,389
Profit brought forward
146,166 146,166
Profit available for appropriation
1,661,014 1,920,555
Appropriations
Transfer to general reserve
Interim dividend 190,000 1,271,284
Proposed dividend 955,607 –
Tax on Interim/Proposed dividend – 430,023
Profit carried forward 162,405 73,082
353,002 146,166
1,661,014 1,920,555
63.41 74.27
Basic earnings per share (Rs.) 63.40 74.27
Diluted earnings per share (Rs.)
The schedules referred to above and the notes thereon form an integral part of the consolidated financial statements.

: A K Hirjee
Usha A Narayanan : S S Kelkar
Partner : Pratap Khanna
: Ajai Puri
: Raju Thomas
: V Madan
71
CONSOLIDATED CASH FLOW STATEMENT

Rs. ’000
Cash flows from operating activities
Profit before taxation 1,962,443 2,181,423
Adjustments for:
Provision for doubtful debts and advances 659,106 393,606
Compensation and amortisation of voluntary retirement scheme (VRS) 23,278 17,967
Reversal of previous years’ liabilities 253,081 133,650
Unrealised foreign exchange loss/(gain), net (264,961) (203,790)
Profit on sale of investments, net (12,057) 572
(Profit)/loss on sale of fixed assets, net (73,625) (67,512)
Dividend income (1,782) (25,264)
Interest income (126,978) (143,703)
Interest expense (8,471) (17,113)
228,009 125,888
Operating profit before working capital changes 2,638,043 2,395,724

(Increase)/decrease in inventory 455,469 (925,953)
(Increase)/decrease in sundry debtors (17,441) (123,402)
(Increase)/decrease in other current assets and loans and advances (245,752) (645,512)
Increase/(decrease) in current liabilities and provisions 385,391 433,105
Cash generated from operations 3,215,710 1,133,962

Payment of VRS/terminal/other compensation benefit (283,551) (117,371)
Income taxes paid (including fringe benefit tax), net of refund (428,956) (325,724)
Net cash provided from operating activities 2,503,203 690,867
Cash flow from investing activities

Purchase of fixed assets (including finance lease payments), net (1,082,098) (773,130)
Proceeds from sale of fixed assets 28,728 37,879
Purchase of investments (392,069) (1,429,010)
Loan given to Joint Venture – (90,160)
Proceeds from sale of investments 1,252,930 917,517
Receipt of government grant 3,272 –
Interest received 2,065 15,104
Dividend received 126,978 143,703
Net cash used in investing activities (60,194) (1,178,097)
Cash flow from financing activities

Proceeds from/(Repayment) of secured loans, net 329,708 236,301
Interest paid (228,411) (125,706)
Repayment of unsecured loans (including commercial paper) (3,063,490) (1,643,346)
Proceeds from unsecured loans (including commercial paper) 2,337,368 2,338,115
Dividend paid including tax thereon (502,108) (418,515)
Net cash used in financing activities (1,126,933) 386,849
72
CONSOLIDATED CASH FLOW STATEMENT (CONTINUED)
Rs. ’000
31 March 2009 31 March 2008
Net Increase/(Decrease) in cash and cash equivalents 1,316,076 (100,381)
Cash and cash equivalents at the beginning of the period 2,345,809 2,446,190
Cash and cash equivalents at the end of the period 3,661,885 2,345,809
(Refer note (ii) below)
Notes:
(i) The above Cash Flow Statement has been prepared under Indirect method as per Accounting Standard 3 “Cash
Flow Statement” notified u/s 211(3C) of the Companies Act, 1956.
Rs. ’000
(ii) Cash and cash equivalents at the end of the period 31 March 2009 31 March 2008
Cash and bank balances includes Rs. 14,595 (Previous year: Rs. 13,598)
in dividend accounts which is restrictive in nature. 688,412 534,619
Current investments 2,973,473 1,811,190
3,661,885 2,345,809
(iii) Figures in bracket indicate cash outgo, except for adjustments for operating activities.
(iv) Previous period figures have been regrouped/rearranged wherever necessary.
This is the Cash Flow Statement referred to in our report attached

Lovelock & Lewes
Chartered Accountants Chairman : Nusli N Wadia
Managing Director : Vinita Bali
: A K Hirjee
: S S Kelkar
Partner : Ajai Puri
: Raju Thomas
: V Madan
73
SCHEDULES TO THE CONSOLIDATED BALANCE SHEET
Schedule A - Share Capital Rs. ’000

As at Shares of Rs. 10 31 March 2009 31 March 2008
each (Nos.)
Authorised
Equity shares 50,000,000 500,000 500,000
Issued, subscribed and paid up
Equity shares for cash fully paid 1,917,455 19,175 19,175
For consideration other than cash
pursuant to a contract fully paid 35,779 358 358
As bonus shares by capitalisation of
reserves and share premium fully paid 25,897,216 258,972 258,972
Equity shares bought back (3,960,287) (39,603) (39,603)
Year Number of shares
2001-02 1,000,000
2002-03 946,174
2003-04 792,226
2004-05 1,221,887
23,890,163 238,902 238,902
Schedule B - Reserves and surplus Rs. ’000

Capital General Capital Profit and Foreign Total Previous
Reserve Reserve Redemption Loss Currency Year
Reserve Translation
Reserve
As at 31 March 2008 3,000 6,484,691 39,627 146,166 9,891 6,683,375 5,481,158
Addition:
Transfer from Profit and – 190,000 – 396,836 – 586,836 1,417,450

Loss account
Acquisition during the year* – (35,891) – – – (35,891) 57,078
Receipt of capital subsidy 3,272 – – – – 3,272 3,000

(Refer note 13 of Schedule T)
Foreign Currency Translation – – – – (72,792) (72,792) 10,195
Adjustment – – – – – – (139,340)
6,272 6,638,800 39,627 543,002 (62,901) 7,164,800 6,829,541
Deduction:
Transfer to general reserve – – – 190,000 – 190,000 146,166
As at 31 March 2009 6,272 6,638,800 39,627 353,002 (62,901) 6,974,800 6,683,375

* Relating to acquisition of additional stake in Daily Bread Gourmet Foods (India) Private Limited during the year.
74
SCHEDULES TO THE CONSOLIDATED BALANCE SHEET (CONTINUED)
Schedule C - Loan funds Rs. ’000

Secured
From bank
Demand loan – 33,150
Term loan 306,810 12,513
[Secured by hypothecation by way of first charge on book debts,
receivables, plant and machinery, stocks and stores]
Government of Sultanate of Oman [Note (b) below] 315,139 250,697
From others
Finance lease obligations 23,491 19,372
[Secured by hypothecation of assets taken on lease]
645,440 315,732
Unsecured
From bank
Oman Development Bank [Note (a) below] 320,454 269,317
Term Loan [Note (c) below] 1,566,104 1,523,276
Bank overdraft 171,475 364,209
From others
Commercial Paper – 250,000
2,058,033 2,406,802
2,703,473 2,722,534
Notes:
a) Loan amounting to Rs.237,475 (Previous year: Rs. 204,650) bears interest at the rate of 6%. The balance amount
of Rs. 82,979 (Previous year: Rs. 64,667) pertains to interest free loan. The said loan has been secured by the
personal guarantee of continuing founder promoters of Al Sallan Food Industries Company SAOG, Oman and are
also secured by a second charge on the tangible assets of Al Sallan Food Industries Company SAOG, Oman.
b) The loan from Government of Oman has been rescheduled as per the letter received from Ministry of Finance
dated 10 January 2007 and the repayment period has been extended to 13 years which starts from 1 August 2006
and ends on 1 August 2018.
c) Term Loan includes Rs. 643,383 (Previous year: Rs. 440,521) payable to ABN Amro Bank. The loan has been
issued to Britannia and Associates (Mauritius) Pvt. Limited to fund its acquisition of Strategic Foods International
LLC, Strategic Brands Holdings Ltd and Al Sallan Food Industries Company SAOG and the amount has been
guaranteed by Britannia Industries Limited.
75
Rs. ’000 - - 195 Notes:a) Agreements in respect of leasehold land at two factories
4,768,101
As at 31 - 114 (Previous year: two factories) are in the process of renewal.b)
12,571 4,092,113
Net book value
March2008 52,278 357 18,679 Buildings include:
52,278 356 (i) fully paid unquoted shares and bonds in respect of ownership
16,179
- - 195 flats in 6 Co-operative Housing Societies (Previous year: 6 Co-
As at 31 2,280 111,898 - 12,571 operative Housing Societies); 539 shares (Previous year: 539
March2009 112,469 149 18,679 shares) of Rs. 50
956 647,403 794,627 149 each and 50 interest-free loan stock bonds ( Previous year: 50
- interest free loan stock bonds ) of Rs. 100 each.
16,179132,268 4,511,365
656,036107,452 3,475,879 8,674 4,705,111 (ii) Net Book Value Rs. 108,356 (Previous year: 101,089)
As at 31
March2009 3,056,362 2,515,577 36,8833,990,856107,143 constructed on a land leased from the government[U.A.E] which is
22,526 122,431 143,995 3,611,728
13,327 renewable each year in relation to Strategic Food International Co
Accumulated 163,808 - 62,990 LLC (SFIC). The
depreciation 828 143,182 75,112 433,905 101,257 Lessor (government(U.A.E)) would be required to give the
and Exchange Charge for tenant (SFIC) a notice of one year for termination of the lease.
SCHEDU amortisation / On
53,218
83,046 374,982132,073 4,498,794 (iii) Net Book Value Rs. 158,903 (Previous year: Rs.
Difference
impairment the year
LES TO deletions
311 4,686,432 3,974,677 107,199)constructed on a land leased from the Public Establishment
for Industrial Estates (Sohar Industrial Estate) for a period of 25 years
23,719
Refer note
THE -
2,760
during(g) below the 571100,385426,38537,0087,3292
29-5,84775,112654,778 from 1 January 1994
4,3284,328659,106393, which is renewable thereafter for a further period of 25 years in
2,649
CONSOL year ,112 606 relation to Al Sallan Food Industries Co SAOG (ASFI).
c) Plant and machinery includes:
IDATED (i) Net Book Value Rs. Nil (Previous year: Rs. 118,030) which is
-- ----352,509 --352,509(115,493)
mortgaged against bank borrowings/ Term Loans in relation to
BALANC 80,512203,74910,77953,0744,39
SFIC.(ii) Net book value of tangible assets included in the above
5
E SHEET schedule pertaining to ASFI amounts to Rs. 440,562 (Previous year:
Rs. 336,451). Substantially all the tangible assets are mortgaged as
(CONTIN On
--6,56512,562791-330 42---20,290 --20,290242,665 security against the
government term loan and other term loans amounting to Rs.
UED) acquisitionRefer note(f) 635,594 (Previous year: Rs.520,014)
below d) There is a deviation in the accounting policies followed by Daily
Bread Gourmet Foods (India) Private Limited, Al Sallan Food
Industries Company (SAOG) and Strategic Food International
- - Co.LLC with respect tothe rate of depreciation adopted by the
As at 31
52,278 471 24,617 Company, as mentioned in Note 1(i) of Schedule T. These Net Book
March2008
- 43 Value of the assets amounts to Rs.1,198,115 (Previous year: Rs.
- - - 922,402) of the total assets of the Group.
114,178 149 e) Goodwill on consolidation comprises of Goodwill (including share
As at 31 1,709- 1,442,030 - - of Joint Ventures) (Gross) Rs. 519,522 (Previous year: Rs.
March2009 460,897- 6,532,241 2,940,635- - 385,487)and Capital Reserve Rs. 10,505 (Previous year:
266,426 45,557 7,141 Rs.10,505).f) Acquisition during the year represent the assets of
96,379 2,827 Daily Bread Gourmet Foods (India) Private Limited on account of
Acquisition Exchange - - 508 further investment made in the entity.g) Current year charge includes
Additions Deletions 196,400 509,017 charge on account of impairment Rs.128,817 (Previous year: Rs. Nil)
Adjustment 83,607 -- 9,185,226
- (including goodwill impairment of Rs. 75,112 (Previous year: Rs. Nil))
during - 3,603,290 in relation to Daily Bread Gourmet Foods
Difference during 26,479 31,250 (India) Private Limited .
-- 17,193 ----158,706
during 13,971118,51524,964832424 8,438
Gross block at
during 24,617
cost the year
-- --29,40335,656990,370
-
the year164,967721,64024,88112,1981,6
the
year 25 -
the year
Refer note(f) below -- 7,141
---98,379695,173
135,515433,6134,62018,3814,66
5 508
-
--38,58639,2911,702-771 72---80,422
31,250
8,438
Total
52,278 39914916,154
As at 31 a) e) 7,602,584
March2008 114,178b) 1,116,933c) 374,9827,577,967
5,456,212260,187166,65319,842 80,422
Schedule D 695,173 997,511 159,214

– Fixed Intangible assets
- 9,216,476 3,611,728
Assets Own assets
Previous
Assets
TrademarksDesignsComput takenyear
on
Tangible assetsFreehold landLeasehold
er SoftwareGoodwillfinance
landBuildingsPlant and machineryData on lease
consolidation, net 6,820,104
Motor vehicles
processing equipmentsFurniture and
fittingsMotor vehicles
422,759 (245,394) 864,213
119,758
(139,340) 7,602,584
3,198,093
Add: Capital work in
progress - including
advances on capital
account Rs.17,953
76 (Previous year: Rs.7,552)
Schedule E - Investments Rs. ’000

Long term
Quoted
Non-trade :
Fully paid Equity Shares 2,612 2,375
Unquoted
Trade: Fully paid Debentures 4 4
Non-trade :
Fully paid Equity Shares in Associates 12,721 11,621
(including goodwill Rs. 3,406)
Fully paid Debentures 80,186 –
Fully paid Equity Shares 252 252
Units (fully paid)
- Mutual Funds 653,823 1,522,582
- Insurance policy 50,364 50,364
Govt. Securities 6 6
Others Capital in a partnership firm 100 100
800,068 1,587,304
Current
Unquoted
Non-trade : Units (fully paid)

- Mutual Funds 2,973,032 1,705,973
- Tax free Bonds – 49,779
Fully paid Debentures 4 4
Fully paid Preference Shares 437 55,434
2,973,473 1,811,190
Less : Provision for Diminution in value of investment 104 104
Total investments 3,773,437 3,398,390
Schedule F - Inventories Rs. ’000

Stores and spare parts 161,797 139,683
Packing materials 372,192 367,057

Raw materials 1,435,933 2,063,918
2,886,890 3,293,094
77
Schedule G - Sundry debtors Rs. ’000

As at 31 March 2008
31 March 2009
SecuredConsidered good:
Over six months
Others 3,078 8,346
6,080 3,755
9,158 12,101
Over six months 107,518 54,687
Others 623,324 623,638
730,842 678,325
Over six months 104,059 75,359
834,901 753,684
Less: Provision for doubtful debts 104,059 75,359
730,842 678,325
740,000 690,426
Schedule H - Cash and bank balances Rs. ’000

Cash in hand 14,676 12,377
Cheques on hand 330,897 254,283
With scheduled banks
- Current accounts
- Deposit accounts 207,864 238,636
- Unpaid dividend accounts 120,380 15,725
14,595 13,598
688,412 534,619
Schedule I - Other current assets Rs. ’000

Assets held for sale – 85
Deposits (Refer note 11 of Schedule T) 137,085 131,845
137,085 131,930
Schedule J - Loans and advances Rs. ’000

Secured
Considered good:
received (secured by bank guarantee) 708,063 663,016
received (Refer note 15 of Schedule T)
Loans to Joint Venture 855,161 494,475
Advance tax and tax deducted at sources net of provision for tax – 144,011
Balances with excise and customs authorities 76,299 39,329
Considered doubtful: 15,186 17,268
Advances
101,302 106,850
1,756,011 1,464,949
Less: Provision for doubtful advances 101,302 106,850
1,654,709 1,358,099
78
Schedule K - Current liabilities Rs. ’000

Book overdraft 87,334 30,178
Sundry creditors
- Due to Micro, Small and Medium Enterprises 25,533 13,976

- Others 1,250,631 1,289,595
Other liabilities 1,969,722 1,612,398
Unclaimed dividend 14,595 13,598
3,347,815 2,959,745
Schedule L - Provisions Rs. ’000

Excise related issues [Refer note 5(a) of Schedule T] 91,952 83,362
Sales tax and other issues [Refer note 5(b) of Schedule T] 79,811 70,339
Trade and other issues [Refer note 5(c) of Schedule T] 107,774 281,711
Employee benefits 109,269 118,486
Fringe benefit tax 10,436 42
Interim dividend 955,607 –
Proposed dividend – 430,023
Tax on Interim/Proposed dividend 162,405 73,082
1,517,254 1,057,045
Schedule M - Miscellaneous expenditure

(to the extent not written off or adjusted) Rs. ’000
Voluntary retirement compensation (VRS) and terminal
compensation benefits
Balance at the beginning of the year
239,531 255,810
Add: VRS paid during the year 283,551 117,371
Less: Amortisation for VRS during the year 253,081 133,650
[Refer note 1(s)(iv) of Schedule T]
Balance at the end of the year 270,001 239,531
79
SCHEDULES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT
Schedule N - Other income Rs. ’000

Profit/(loss) on sale of equity shares, units of Long term 78,245 71,694
mutual funds (non-trade)
Dividend income from equity shares, units of Long term 778 468
mutual funds (non-trade) Current 126,200 143,235
Bank and other interest (gross) Long term 16 14,353
Current 8,455 2,760
Foreign exchange gain, net 18,133 –
Profit on sale of fixed assets, net 1,782 3,265
Provisions and liabilities no longer required written back 59,776 17,425
Other receipts 93,791 80,944
387,176 334,144
Schedule O - Cost of materials Rs. ’000

(i) Consumption of raw material including packing material
Opening stock 2,430,975 1,283,782
Add: Purchases 18,667,093 16,658,083
Less: Closing stock (1,808,125) (2,430,975)
19,289,943 15,510,890
2,096,895 1,254,349
(ii) Finished goods purchased
(iii) (Increase)/decrease in finished goods and materials in process
Opening stock
Finished goods
Closing stock 1,777 1,448
Finished goods
Materials in process
910,062 720,659
6,906 1,777
(194,532) 194,492
11,750 42,446
Excise duty on opening stock of finished goods 10,080 11,750
Less: Excise duty on closing stock of finished goods (1,670) (30,696)
Increase/(decrease)
21,190,636 16,929,035
Schedule P - Staff cost Rs. ’000

Salaries, wages and bonus 1,408,171 1,105,539
Contribution to provident and other funds 94,688 80,332
Workmen and staff welfare expenses 84,216 76,708
1,587,075 1,262,579
80
SCHEDULES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT (CONTINUED)
Schedule Q - Expenses Rs. ’000

Stores and spare parts consumed 100,019 62,802
Power and fuel 514,752 409,981
Repairs and maintenance of plant and machinery 207,170 128,410
Repairs and maintenance of buildings 19,258 20,265
Rent 53,996 30,526
Rates and taxes, net 214,454 135,924
Insurance 22,136 17,797
Carriage, freight and distribution, net 2,345,747 1,879,970
Auditors’ remuneration
Audit fees
Other services
Expenses reimbursed
4,950 4,950
Advertising and sales promotion, net
325 275
Conversion charges, net
533 420
Foreign exchange loss, net
2,355,725 1,832,512
Loss on sale of equity shares, units of mutual funds
2,248,541 1,773,008
(non-trade, current), net
– 1,658
Miscellaneous, net 4,620 4,182
Bad debts written off
Provision for doubtful debts and advances, net
Services shared with a joint venture for utilising common facilities
945,483 903,043
126 18,721
23,152 (754)
(6,763) (4,930)
9,054,224 7,218,760
Schedule R - Financial expenses Rs. ’000

Interest
Bank 80,059 29,151
Finance lease 3,112 2,890
Fixed loans 144,838 93,847
Others 11,289 25,157
Bank and other charges 86,733 34,911
326,031 185,956
Schedule S - Exceptional items Rs. ’000

Amortisation of Voluntary Retirement Scheme 253,081 133,650
Provisions and liabilities no longer required written back, net (205,185) (186,365)
Capital receipt towards settlement of litigation (227,955) –
(Profit)/loss on sale of properties – (21,999)
(180,059) (74,714)
81
SCHEDULES TO CONSOLIDATED BALANCE SHEET AND

Schedule T : Notes to Consolidated accounts
1 Significant accounting policies

(a) Basis of Preparation of Consolidated Financial Statements
The Consolidated Financial Statements relate to Britannia Industries Limited (the Company) and its
subsidiaries, joint ventures and associates (the Group). The Consolidated Financial Statements are prepared
in accordance with AS 21 - “Consolidated Financial Statements”, AS 23 - “Accounting for Investments in
Associates in Consolidated Financial Statements” and AS 27 - “Financial Reporting of Interests in Joint
Ventures” notified u/s 211(3C) of the Companies Act, 1956. The Consolidated Financial Statements are
prepared by adopting uniform accounting policies between the group companies for like transactions and
other events in similar circumstances and are presented to the extent possible, in the same manner as the
Company’s separate financial statements. Appropriate disclosure is made of significant deviations from the
Company’s accounting policies, which have not been adjusted.
(b) Subsidiaries, Joint Ventures and Associate Companies considered in the Consolidated Financial Statements
Name of the Company Country of Proportion of Proportion of voting

incorporation ownershippower held directly
interestor indirectly
Subsidiary Companies:
Boribunder Finance & Investments Private Limited India 100.00% 100.00%
Flora Investments Company Private Limited India 40.53% 100.00%
Gilt Edge Finance & Investments Private Limited India 46.13% 100.00%
Ganges Vally Foods Private Limited India 51.00% 51.00%
International Bakery Products Limited India 100.00% 100.00%
J B Mangharam Foods Private Limited India 100.00% 100.00%
Manna Foods Private Limited India 100.00% 100.00%
Sunrise Biscuit Company Private Limited India 96.85% 96.85%
Britannia and Associates (Mauritius) Private Limited Mauritius 100.00% 100.00%
Britannia and Associates (Dubai) Private Co. Limited Dubai, UAE 100.00% 100.00%
Al Sallan Food Industries Company SAOG Oman 65.46% 65.46%
Strategic Food International Co. LLC Dubai, UAE 70.00% 70.00%
Strategic Brands Holding Company Limited Dubai, UAE 70.00% 70.00%
Britannia Lanka Pvt. Ltd Srilanka 100.00% 100.00%
Daily Bread Gourmet Foods (India) Private Limited* India 75.00% 75.00%
Joint Ventures:
Britannia New Zealand Foods Private Limited India 51.00% 51.00%
Britannia New Zealand Holdings Private Limited Mauritius 50.00% 50.00%
Associates:
Klassik Foods Private LimitedIndia26.02%26.02%
Nalanda Biscuits Company LimitedIndia35.00%35.00%
* Pursuant to a change in control during the year, Daily Bread Gourmet Foods (India) Private Limited is
considered to be a subsidiary (Previous year: Joint venture).
(c) Principles of consolidation

These Consolidated Financial Statements have been prepared by consolidation of the financial statements
of the Company and its subsidiaries on a line-by-line basis after fully eliminating the inter-company
transactions.
82

Schedule T : Notes to Consolidated accounts (continued) Rs. ’000
(d) Accounting for Investments in Associates

Accounting for investments in associate companies has been carried out under the equity method of
accounting prescribed under AS 23 - “Accounting for Investments in Associates in Consolidated Financial
Statements” wherein Goodwill/Capital Reserve arising at the time of acquisition, and the Group’s share of
profit or losses after the date of acquisition have been adjusted in the investment value.
The following Associate Companies/Firm are excluded from consolidation as they are not significant.
Name of the Company Country of incorporation
Britannia Sports (partnership firm) India
Vasana Agrex & Herbs Private Limited India
Snacko Bisc Private Limited India
(e) Accounting for Interest in Joint Ventures

The proportionate share of the Group’s interests in joint ventures is combined on a line-by-line basis by
adding together the book values of like items of assets, liabilities, income and expenses after eliminating
intra group balances/transactions to the extent it pertains to the Group as per AS 27 - “Financial Reporting
of Interest in Joint Ventures”.
(f) Basis of accounting and preparation of financial statements

The Group adopts the historical cost concept and accrual basis in accordance with Generally Accepted
Accounting Principles (GAAP) for the preparation of its accounts and complies with Accounting Standards
notified u/s 211(3C) of the Companies Act, 1956 and other relevant provisions of the Companies Act,
1956.
The Financial Statements of Britannia and Associates (Mauritius) Private Limited, Britannia and Associates
(Dubai) Private Co. Limited, Al Sallan Food Industries Company SAOG, Strategic Food International Co.
LLC and Strategic Brands Holding Company Limited are for the period (January 2008 - March 2009) / fifteen
months ended 31 March 2009 which have been incorporated in the Consolidated Financial Statements of
Britannia Industries Limited.
The Financial Statements of Daily Bread Gourmet Foods (India) Private Limited, J B Mangharam Foods Private
Limited, Britannia and Associates (Mauritius) Private Limited, Britannia and Associates (Dubai) Private Co.
Limited, Britannia New Zealand Holdings Private Limited and Strategic Brands Holding Company Limited
have been incorporated in the Consolidated Financial Statements of Britannia Industries Limited based on
unaudited Financial Statements.
(g) Use of estimates

The preparation of Consolidated Financial Statements, in conformity with GAAP requires, that the
management makes estimates and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent liabilities as at the date of financial statements and the reported amounts of revenue
and expenses during the reported period. Actual results could differ from those estimates. Any revision to
accounting estimates is recognised prospectively in current and future periods.
(h) Fixed assets

Tangible assets
Tangible assets are stated at their original cost less accumulated depreciation. Cost includes inward freight,
duties, taxes and expenses incidental to acquisition and installation net of refundable duties, levies and taxes
where applicable.
83

Intangible assets
i) Intangible assets are stated at cost of acquisition less accumulated amortisation.
ii) Goodwill arising on consolidation represents the excess of cost to the Group of its investment in a subsidiary
company over the Group’s portion of net worth of the subsidiary, and is net of Capital Reserve.
(i) Depreciation in respect of all the assets acquired upto 30 June 1984 is provided on written down value
method. For additions on or after 1 July 1984, straight line method has been used. Depreciation rates
are estimated by the Group and are as specified in the amended Schedule XIV of the Companies Act,1956,
except relating to vehicles which are depreciated over a period of five years. Assets costing upto Rs.5 are fully
depreciated in the year of addition. Computer software is amortised over a period of six years. Leasehold land
is amortised over the period of primary lease.
The assets identified and retired based on technical evaluation and held for disposal are stated at estimated
net realisable value.
In respect of assets held by Al Sallan Food Industries Company SAOG , Strategic Food International Co. LLC
and Daily Bread Gourmet Foods (India) Private Limited, the depreciation rates followed (based on estimated
useful life of assets) are different from the rates adopted by the Group. (Refer schedule D note (d)).
In respect of assets held by J B Mangharam Foods Private Limited and Ganges Vally Foods Private Limited,
depreciation is provided at rates calculated to write off the cost, less estimated residual value, of each asset
on a written-down-value basis over its expected useful life. The written down value of assets as on 31 March
2009 amounts to Rs.39,731 and Rs.33,772 (Previous year: Rs. 42,318 and 38,397) for J B Mangharam Foods
Private Limited and Ganges Vally Foods Private Limited respectively.
Goodwill arising on consolidation is evaluated for impairment periodically. (Also refer note j below)
Impairment of assets
The Group assesses at each Balance Sheet date whether there is any indication that an asset, including
intangible, may be impaired. If any such indication exists, the Group estimates the recoverable amount of the
asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which
the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount.
(j)
The reduction is treated as an impairment loss and is recognised in the Profit and Loss account.
Leases
Assets acquired under lease where the Group has substantially all the risks and rewards of ownership are
classified as finance lease. Such leases are capitalised at the inception of lease at lower of the fair value and
present value of minimum lease payments. Assets taken on finance lease are depreciated over its estimated
useful life or the lease term whichever is lower.
Assets acquired under lease where a significant portion of risks and rewards of ownership are retained by the
(k) lessor are classified as operating lease. Lease rentals are charged to Profit and Loss account on accrual basis.
Inventories
Inventories are valued at the lower of cost or estimated net realisable value, after providing for obsolescence,
where appropriate.
Raw materials, packing material and stores and spares are valued at cost, computed on a moving weighted
average basis. The cost includes purchase price, inward freight and other incidental expenses net of refundable
duties, levies and taxes where applicable.
Materials in process are valued at input material cost plus conversion cost as applicable.
Finished goods are valued at lower of net realisable value and prime cost, excise duty and other overheads
(l)
incurred in bringing the inventories to their present location and condition.
84

In respect of J B Mangharam Foods Private Limited and Ganges Vally Foods Private Limited inventories are
valued at cost, computed under first-in-first-out basis. The value of Inventory as on 31 March 2009 amounts
to Rs.4,297 and Rs. 2,679 (Previous year: Rs. 4,341 and Rs. 2,665) for J B Mangharam Foods Private Limited
and Ganges Vally Foods Private Limited respectively.
(m) Sundry debtors and Loans and advances

Sundry debtors and Loans and advances are stated after making adequate provision for doubtful debts and
advances.
(n) Investments
Long term investments are stated at cost. A provision for diminution is made to recognise a decline, other
than temporary, in the value of long term investments.
Current investments are stated at lower of cost and fair value.

(o) Revenue recognition
Sales are recognised when goods are supplied and are recorded net of trade discounts, rebates, sales tax, VAT,
excise duties and other applicable taxes (on goods manufactured and outsourced).
Income from royalty and services is accounted for based on contractual agreements.
Dividend income is accounted for in the year in which the right to receive the same is established.
Interest on investments is booked on a time-proportion basis taking into account the amounts invested and
the rate of interest.
(p) Commodity hedging contracts

The realised gain or loss in respect of commodity hedging contracts, the pricing period of which has expired
during the year are recognised in the Profit and Loss account. However, in respect of contracts, the pricing
period of which extends beyond the Balance Sheet date, suitable provisions for likely loss, if any, are made.
(q) Foreign currency transactions

Transactions in foreign currency are recorded at exchange rates prevailing on the respective dates of the
relevant transactions. Monetary assets and liabilities denominated in Foreign currency are restated at
exchange rates prevailing at the Balance Sheet date. The gains or losses resulting from such transactions are
adjusted to the Profit and Loss account. Non-monetary assets and non-monetary liabilities denominated in
foreign currency and measured at fair value / net realisable value are translated at the exchange rate prevalent
at the date when the fair value / net realisable value was determined. Non-monetary assets and non-monetary
liabilities denominated in foreign currency and measured at historical cost are translated at the exchange rate
prevalent at the date of transaction.
The Company uses foreign exchange forward contracts to hedge its exposure to movements in foreign
exchange rates. The use of foreign exchange forward contracts reduces the risk of fluctuations in exchange
movements for the Company. The Company does not use the foreign exchange forward contract for trading
or speculative purposes.
Premium or Discount arising at the inception of forward contracts against the underlying assets is amortised
as expense or income over the life of contract. Exchange differences on forward contracts are recognized in
the Profit or Loss account in the reporting period in which the exchange rates change.
The Financial statements of foreign operations treated as integral operations are translated in the same
manner as foreign currency transactions, described above. Exchange differences arising on such translation
are recognised as income or expense of the period in which they arise.
85

Schedule T : Notes to Consolidated accounts (continued)
In respect of non-integral foreign operations, the assets and liabilities, both monetary and non-monetary are
translated at the closing rates and income and expenses are translated at average rates and all the resulting
exchange differences are accumulated in foreign exchange fluctuation reserve until the disposal of the net
investment.
(r) Taxes on income

(i) Current taxation
Provision for current tax is made based on the tax liability computed after considering tax allowances
and exemptions. Foreign companies recognise tax liabilities and assets in accordance with the applicable
local laws of those jurisdictions. (Also refer note 12)
(ii) Fringe benefit tax

Fringe benefit tax is determined at current applicable rates on expense falling within the ambit of ‘Fringe
benefit’, as defined under the Income Tax Act, 1961.
(iii) Deferred taxation
Deferred income tax is provided on all timing differences at the Balance Sheet date between the tax basis
of assets and liabilities and their carrying amount for financial reporting purpose. Deferred tax asset or
liability is recognised only for those timing differences that originate during the tax holiday period but
reverse after the tax holiday period.
Deferred tax assets are recognised only if there is a reasonable or virtual certainty, as may be applicable,
that sufficient future taxable income will be available against which they can be realised. The carrying
amount of deferred tax assets is reviewed at each Balance Sheet date and reduced to the extent that it is
no longer probable that sufficient taxable income will be available to allow all or part of the deferred tax
asset to be utilised.
(s) Employee benefits

(i) Short term employee benefits
All employee benefits falling due wholly within twelve months of rendering the services are classified
as short term employee benefits, which include benefits like salaries, wages, short term compensated
absences and performance incentives and are recognised as expenses in the period in which the employee
renders the related service.
(ii) Post-employment benefits

Contributions to defined contribution schemes such as Provident Fund, Pension Fund etc., are
recognised as expenses in the period in which the employee renders the related service. In respect of
certain employees, Provident Fund contributions are made to a Trust administered by the Company.
The interest rate payable to the members of the Trust shall not be lower than the statutory rate of
interest declared by the Central Government under the Employees’ Provident Funds and Miscellaneous
Provisions Act, 1952 and shortfall, if any, shall be made good by the Company. In respect of contributions
made to government administered Provident Fund, the Company has no further obligations beyond its
monthly contributions. The Company also provides for post employment defined benefit in the form of
gratuity and medical benefits. The cost of providing benefit is determined using the projected unit credit
method, with actuarial valuation being carried out at each Balance Sheet date.
The Britannia Industries Limited Covenanted Staff Pension Fund Trust (BIL-CSPF) and Britannia
Industries Limited Officers’ Pension Fund Trust (BILOPF) were established by the Company to
administer pension schemes for its employees. These trusts are managed by the trustees. The Pension
scheme is applicable to all the managers and officers of the Company who have been employed up to
86

the date of 15 September 2005 and any manager or officer employed after that date, if he has opted for
the membership of the scheme. The Company makes a contribution of 15% of salary in respect of the
members each month to the trusts. On retirement, subject to the vesting conditions as per the rules of
the trust, the member becomes eligible for pension, which is paid from annuity purchased in the name
of the member by the trusts. (Refer note 11)
In case of Al Sallan Food Industries Co SAOG, provision for non-Omani employee terminal benefits,
which is an unfunded defined benefit retirement plan, is made in accordance with Oman Labour Law
and is based on the liability that would arise if the employment of all employees were terminated at
the Balance Sheet date and in case of Strategic Food International Co. LLC, provision for staff terminal
benefits is calculated in accordance with the UAE Federal Labour Law and is based on the liability that
would arise if the employment of all the Company’s staff were terminated on the Balance Sheet date.
This difference in accounting policy from the Group’s accounting policy as mentioned above does not
have a material impact on the financial statements.
(iii) Other Long Term Employee Benefits

All employee benefits (other than post-employment benefits and termination benefits) which do not fall
due wholly within twelve months after the end of the period in which the employees render the related
services are determined based on actuarial valuation carried out at each Balance Sheet date. Provision for
long term compensated absences is based on actuarial valuation carried out as at 1st January every year.
(iv) Termination Benefits

Compensation in respect of payments made before 31 March 2006 under the Company’s Voluntary
Retirement Schemes (VRS) and terminal compensation benefit is amortised over a period of 60 months
from the month of such payments. The payments made on or after 1 April 2006 are amortised equally
to ensure that the amount is not carried forward beyond 31 March 2010. The unamortised amount is
recognised as ‘Miscellaneous Expenditure – to the extent not written off or adjusted’.
(t) Employee share based payments

The Company measures compensation cost relating to employee stock options using the intrinsic value
method. Compensation expense, if any, is amortised over the vesting period of the option on a straight line
basis.
(u) Provisions and contingent liabilities

A provision is recognised when the Group has a present obligation as a result of past events, for which it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation
and a reliable estimate can be made. Provisions are reviewed regularly and are adjusted where necessary to
reflect the current best estimate of the obligation. When the Group expects a provision to be reimbursed, the
reimbursement is recognised as a separate asset only when reimbursement is virtually certain.
A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation that
may probably not require an outflow of resources. When there is a possible or a present obligation where the
likelihood of outflow of resources is remote, no provision or disclosure is made.
(v) Derivative contracts

Based on the principle of prudence as provided in AS 1 - “Disclosure of accounting policies”, the Company
assesses losses, if any, by marking to market all its outstanding derivative contracts (other than those
accounted under AS 11 - “Effects of changes in foreign exchange rates” (Refer note (q) above)) at the Balance
Sheet date and provides for such losses. The net gain, if any, based on the said evaluation is not accounted
for in line with the ICAI notification issued in March 2008 in relation to such transactions.
87

(w) Earnings per share

Basic earnings per share is computed by dividing the net profit attributable to the equity shareholders by
the weighted average number of equity shares outstanding during the period. Diluted earnings per share is
computed by dividing the net profit after tax by the weighted average number of equity shares considered for
deriving basic earnings per share and also the weighted average number of equity shares that could have been
issued upon conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed
converted as of the beginning of the period, unless issued at a later date. In computing diluted earnings per
share, only potential equity shares that are dilutive and that either reduce earnings per share or increase loss
per share are included.
2 Capital commitments and contingent liabilities:

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.69,509
(Previous year: Rs.135,288).
(b) Contingent Liabilities for:

(1) Bank guarantee, letter of credit and letter of comfort for Rs. 86,115 (Previous year: Rs. 203,836).
(2) Discounted cheques Rs. 762,471 (Previous year: Rs.779,644).
(3) Claims/demand against the Group not acknowledged as debts including excise, income tax, sales tax
and trade and other demands Rs. 848,634 (Previous year: Rs. 833,910).
Note :
(i) Contingent liabilities disclosed above represent possible obligations where possibility of cash
outflow to settle the obligation is not remote.
(ii) The above does not include non quantifiable industrial disputes and other legal disputes pending
before various judicial authorities.
(c) The Company has furnished the following corporate guarantees:
Britannia New Zealand Foods Private Limited Citi Bank 294,000–
(d) The Company has furnished the following letter of comfort/letter of awareness:
Britannia New Zealand Foods Private Limited HSBC Bank 22,050294,000
This letter is not to be construed as a guarantee issued by the Company.

3 (a) Operating leases
The Group has certain operating leases for Land, Vehicles, office facilities and residential premises (cancellable
as well as non cancellable leases). Such leases are generally with the option of renewal against increased
rent and premature termination of agreement. Rental expenses of Rs.53,996 (Previous year: 30,526) in
respect of obligation under operating leases [including minimum lease payments of Rs.2,865 (Previous year:
Rs.1,343)] have been recognised in the Profit and Loss account. With respect to Al Sallan Food Industries
Company SAOG, Oman, the Company has taken on lease a plot of land for factory premises at Sohar from
the Public Establishment for Industrial Estates (“PEIE”) for a period of 25 years from 1 January 1994 which
is renewable thereafter for a further period of 25 years.
Assets on operating lease which represent motor vehicles (acquired prior to 1 April 2001) aggregate to
Rs. 4,064 (Previous year: Rs. 5,707). The charge on account of lease rental to Profit and Loss account for the
year is Rs. 1,511 (Previous year: Rs. 1,456).
Future obligations of lease rentals applicable to above leased assets aggregate to Rs.19,755 (Previous year:
Rs. 18,798) and are due:
88

31 March 2009 31 March 2008

Not later than 1 year 2,666 2,865
Later than 1 year and not later than 5 years 7,812 6,801
More than five years 9,277 9,132
19,755 18,798
(b) Finance leases

The Group has taken motor vehicles under finance leases. The total minimum lease payments and present
value of minimum lease payments as at 31 March 2009 are as follows:
31 March 2009 31 March 2008

Minimum leasePresent value of Minimum leasePresent value of
paymentsminimum lease paymentsminimum lease
payments payments
Not later than 1 year 7,286 7,004 4,921 4,739

Later than 1 year and not later
than 5 years
15,200 12,037 13,617 10,755
22,486 19,041 18,538 15,494
The difference between minimum lease payments and the present value of minimum lease payments of
Rs. 3,445 (Previous year: Rs. 3,044) represents interest not due.
The lease liability is secured by the relevant vehicles acquired under lease.
There is no contingent rent for operating and finance leases.
Accounting for taxes on income disclosure as per AS 22 - “Accounting for Taxes on Income.” Major components of
4 deferred tax assets and liabilities on account of timing differences are as follows:
31 March 2009 31 March 2008

AssetLiability AssetLiability
Depreciation – 253,862 – 227,420

Voluntary retirement scheme, terminal
compensation benefits 37,980 – – 163
Statutory payments 99,196 – 250,197 –
Provisions allowed on payments, write off 17,269 – 2,739 –
154,445 253,862 252,936 227,583
(99,417) 25,353
Deferred tax asset/ (liability), net
5 In accordance with AS 29 - “Provisions, Contingent Liabilities and Contingent Assets”, issued by the Institute of
Chartered Accountants of India, certain classes of liabilities have been identified as provision which have been
disclosed as under:
31 MarchAdditionsUtilisationReversals/31 March
2008adjustments2009
(a) Excise related issues83,3629,589(999)–91,952
(b) Sales tax and other issues70,3399,661(189)–79,811
(c) Trade and other issues281,71140,848(15)(214,770)107,774
89

31 March Additions Utilisation Reversals/ 31March


(b) Sales tax and other issues 78,652 4,257 (282) (12,288) 70,339
(c) Trade and other issues 214,990 105,068 – (38,347) 281,711
(a) and (b) represent estimates made for probable liabilities arising out of pending disputes/litigations with
various regulatory authorities. The timing of the outflow with these matters depends on the position of law and
the settlement of which is not expected to exceed 2-3 years in most cases.
(c) represents provisions made for probable liabilities/ claims arising out of commercial transactions with vendors/
others. Further disclosures as required in AS 29 are not made since it can be prejudicial to the interests of the
Group.
Earnings Per Share
6
31 March 2009 31 March 2008
(a) Net profit attributable to the equity shareholders 1,514,848 1,774,389
(b) Weighted average number of equity shares outstanding during
the year 23,890,163 23,890,163
(c) Effect of potential equity shares on employee stock option
outstanding
(d) Weighted average number of equity shares outstanding for 1,703 –
computing diluted earnings per share {(b)+(c)}
Nominal value of Equity shares (Rs.) 23,891,866 23,890,163
Basic earnings per share (Rs.) 10 10
Diluted earnings per share (Rs.) 63.41 74.27
63.40 74.27
7 Based on guiding principles given in AS 17 - “Segment Reporting”, the primary business segment of the Group
is foods which comprises biscuit, bread, cake, suji toast, dairy products, etc. As the Group operates in a single
primary business segment, disclosure requirements are not applicable. The Group primarily caters to the domestic
market and export sales are not significant. The Group has Rs. 1,816,337 (Previous year: Rs. 1,396,673) of
segment assets which are located outside India.
Related party disclosures under Accounting Standard 18
8 Relationships
1. Ultimate Holding Company ABI Holdings Limited (ABIH), UK, The Bombay Burmah Trading
Corporation Ltd. effective from 14 April 2009
Holding Company Associated Biscuits International Limited (ABIL), UK
2. Fellow Subsidiary Companies Valletort Enterprises Pte Limited, Singapore
Spargo Enterprises Pte Limited, Singapore
Nacupa Enterprises Pte Limited, Singapore
Dowbiggin Enterprises Pte Limited, Singapore
Bannatyne Enterprises Pte Limited, Singapore
3. Other related parties with whom transactions have taken place during the year
- Joint Venture Companies Daily Bread Gourmet Foods (India) Private Limited (Refer note 3 below)
Britannia New Zealand Holdings Private Limited, Mauritius
90

- Associates Britannia Sports (partnership firm)

Vasana Agrex & Herbs Private Limited
4. Key Management Personnel (KMP)

Managing Director Ms. Vinita Bali
5. Relatives of Key Management

Personnel None
Relationship 31 March 2009 31 March 2008
Remittance of dividend
Associated Biscuits International Limited Holding Company 194,056 161,714
Others Fellow Subsidiary 25,062 20,884
Company
Total 219,118 182,598
Purchase of finished goods/consumables and ingredients
Nalanda Biscuits Company Limited Associate 128,569 –
Britannia New Zealand Foods Private Limited Joint Venture 1,582 1,279
Total 130,151 1,279
Royalty and shared service income etc.

Conversion charges paid
Nalanda Biscuits Company Limited Associate 64,237 62,327
Klassik Foods Private Limited Associate 47,061 59,900
Total 111,298 122,227
Interest and dividend income

Daily Bread Gourmet Foods (India) Private Limited Joint Venture – 10,880
Klassik Foods Private Limited Associate 1,017 339
Total 1,017 11,219
Management contracts including secondment of

employees, net
Joint Venture 3,069 (2,951)
Joint Venture – 699
Associate 84 1,368
Associate (3,531) 2,726
Total
(378) 1,842
Loan given during the year

91

Remuneration
Ms. Vinita Bali KMP 42,095 36,606
Loan repaid by
Ms. Vinita Bali KMP 168 163
Share of Current year profit/(loss)
Klassik Foods Private Limited Associate (282) 969
Nalanda Biscuits Company Limited Associate 1,382 (556)
Britannia Sports (partnership firm) Associate (6) (6)
Total 1,094 407
Sale of Goods/consumables and ingredients

Nalanda Biscuits Company Limited Associate 79,974 –
Total 85,043 3,085
Outstanding as at year end

Net receivables/(payables)
Daily Bread Gourmet Foods (India) Private Limited Joint Venture 5,713 3,356
Klassik Foods Private Limited Joint Venture – 153,783
Nalanda Biscuits Company Limited Associate (238) (1,264)
Ms. Vinita Bali Associate 24,197 3,297
Vasana Agrex & Herbs Private Limited KMP 861 1,029
Total Associate 27,000 27,000
57,533 187,201
Investments (Including goodwill)

Klassik Foods Private Limited Associate 9,983 10,265
Nalanda Biscuits Company Limited Associate 2,638 1,256
Vasana Agrex & Herbs Private Limited Associate 100 100
Britannia Sports (partnership firm) Associate 100 100
Total 12,821 11,721
Provision for doubtful advances

Britannia Sports (partnership firm) Associate 1,174 1,174
Vasana Agrex & Herbs Private Limited Associate 27,000 27,000
Total 28,174 28,174
Provision for Investment

Vasana Agrex & Herbs Private Limited Associate 100 100
Guarantees/collaterals/contingent liability
Britannia New Zealand Foods Private Limited Joint venture 294,000 –
92

Letters of Awareness
Britannia New Zealand Foods Private Limited Joint venture 22,050 294,000
Total 22,050 313,600
1. The above does not include related party transactions with retiral funds, as key management personnel who are
trustees of the funds cannot individually exercise significant influence on the retiral funds transactions.
The above information has been determined to the extent such parties have been identified on the basis of
2. information available with the Group and relied upon by the auditors.
Pursuant to a change in control during the year, Daily Bread Gourmet Foods (India) Private Limited is considered
3. to be a subsidiary (Previous year: Joint venture). Accordingly, the current year figures have not been disclosed.
9 Employee Benefits
(a) Post Retirement Benefit- Defined Contribution Plans
The Company has recognised an amount of Rs.58,797 (Previous year: Rs.63,389) as expenses under the
defined contribution plans in the Profit and Loss account for the year:
31 March 2009 31 March 2008

Benefit (Contribution to)
Provident Fund * 26,896 27,499
Family Pension Scheme 13,509 14,999
Pension Fund 14,257 17,227
Labour Welfare Fund 25 29
ESI 4,110 3,635
Total 58,797 63,389
* Having regard to the assets of the Fund and the return on the investments, the Company does not expect
any deficiency in the foreseeable future.
(b) Post Retirement Benefit- Defined Benefit Plans

As per actuarial valuation as on 31 March 2009 and recognised in financial statements
31 March 2009 31 March 2008
1 Reconciliation of Opening and Closing balances of the
present value of the defined benefit obligation:
Obligations at 1 April 2008 202,455 212,012
Benefits settled (55,184) (41,108)
Past Service cost – -
Obligations at 31 March 2009 187,249 202,455
93

31 March 2009 31 March 2008

2 Change in Plan assets
Plan assets at 1 April 2008 at fair value 186,678 185,936
Expected return on plan assets 14,936 14,875
Actuarial gain/(loss) (708) (267)
Asset distributed on settlements – -
Contributions 27,885 27,242
Benefit Settled (55,184) (41,108)
Plan assets at 31 March 2009 at fair value 173,607 186,678
3 Actual return on Plan assets

Expected return on plan assets 14,936 14,875
Actuarial gain/(loss) on plan assets (708) (267)
Actual return on plan assets 14,228 14,608
4 Reconciliation of present value of the obligation and the

fair value of the plan assets
Present value of obligation at 31 March 2009
187,249 202,455
Plan assets at 31 March 2009 at fair value
173,607 186,678
Amount recognised in Balance Sheet Asset/(Liability)
(13,642) (15,777)
5 Expenses recognised in the Profit and Loss account

Expected return on plan assets (14,936) (14,875)
Net cost 25,750 16,943
6 Amount recognised in the Balance Sheet

Opening net liability 15,777 26,076
Expense as above 25,750 16,943
Employers Contribution paid (27,885) (27,242)
Closing net liability 13,642 15,777
7 Principal Actuarial Assumptions

Discount Factor (Note (i) below) 8% 8%
Estimated Rate of Return on Plan Assets (Note (ii) below) 8% 8%
Notes:
(i) The discount rate is based on the prevailing market yield on Government Securities as at the Balance
Sheet date for the estimated term of obligations.
(ii) The expected return on plan assets is determined considering several applicable factors mainly the
composition of the plan assets held, assessed risks of asset management, historical results of the return
on plan assets and the Group’s policy for plan asset management.
(iii) The estimate of future salary increases considered in actuarial valuation takes into account inflation,
seniority, promotion and other relevant factors such as supply and demand in the employment market.
(iv) The disclosure above includes amounts for both Britannia Industries Limited Covenanted Staff’ Gratuity
Fund and Britannia Industries Limited Non Covenanted Staff’ Gratuity Fund and amounts relating to
other group companies.
94

10 The disclosure required under AS 27 - “Financial Reporting of Interests in Joint Ventures” has been given
below:
Particulars 31 March 2009 31 March 2008

Pertaining to Balance Sheet:
ASSETS
Fixed Assets [including Goodwill on Consolidation Rs. Nil
765 97,936
(Previous year: Rs.39,456)]
Deferred tax asset, net
Current assets, loans and advances – 1,084
Inventories
Sundry debtors 63,753 89,800
Cash and bank balances 5,346 12,035
Loans and advances 53,507 38,317
Miscellaneous expenditure (to the extent not written off or 3,334 18,904
adjusted) – 20
LIABILITIES
Loan funds
Secured
Unsecured
Current liabilities and provisions 262,650 40,891
Current liabilities – 291,152
Other liabilities
Provisions
Pertaining to Profit and Loss account: 65,472 57,107
INCOME 14,546 6,463
Sales 919 3,115
Other income
825,300 786,776
870 4,880
826,170 791,656
EXPENDITURE
Cost of materials 672,174 645,478
Staff cost 20,859 42,101
Operating and other administration expenses 123,147 128,235
Depreciation and amortisation 363 14,119
816,543 829,933
9,627 (38,277)
Profit/(Loss) before exceptional items – –
Exceptional items 9,627 (38,277)
Profit/(Loss) before tax 867 1,112
Income tax - Fringe benefit tax 8,760 (39,389)
Profit/(Loss) after tax (Refer note 1 below)
Contingent Liabilities
Cheques discounted not realised
Bank guarantee 24,775 23,469
Share in Provisions 140 458
Sales tax and other dues
Opening
Utilisation 12 12
Closing – –
12 12
95

Notes:
1. The current year’s share of the profits / (losses) of the Joint Ventures are adjusted to the Profit and Loss
account.
2. Pursuant to a change in control during the year, Daily Bread Gourmet Foods (India) Private Limited is
considered to be a subsidiary (Previous year: Joint venture). Accordingly, the current year figures have not
been disclosed.
11 In April 2007, the Commissioner of Income Tax (CIT), Kolkata issued a notice to the Company’s Covenanted Staff
Pension Fund (BILCSPF) asking it to show cause why recognition granted to the Fund should not be withdrawn
for refunding in the year 2004, the excess contribution of Rs. 121,199 (Previous year: Rs. 121,199) received by
it in earlier years. The Single Judge of the Calcutta High Court, on a writ petition, granted a stay restraining the
CIT from proceeding with the show cause notice but with a direction to the Company to deposit Rs. 121,199
(Previous year: Rs. 121,199) (included in Deposits under Schedule I) with a nationalized bank in the name of the
Fund. On appeal, the Division Bench of the Calcutta High Court disposed off the writ petition pending before the
Single Judge. The Fund filed a Special Leave Petition before the Supreme Court against the order of the Division
Bench. The Supreme Court at its hearing on 12 May, 2008 has set aside the order of the Division Bench of the
Calcutta High Court. As a condition of the stay order granted, the Company has, under protest, made the deposit
as per the direction of Hon’ble Calcutta High Court.
Pursuant to the directions of the Madras High Court, the CIT, Kolkata passed orders rejecting the deeds of
variation submitted in May 2005 by the Pension Fund on technical grounds. The Company has preferred an
appeal before the Central Board of Direct Taxes, New Delhi challenging the order.
A suit has been filed in the City Civil Court, Bangalore, where the Hon’ble judge has passed interim orders on
1 January 2009 and 10 February 2009 directing the Funds to pay pension to the members in accordance with the
Funds’ calculations. The Funds have since complied with the said order.
The Britannia Industries Limited Pensioners Welfare Association had also filed a writ petition in the Hon’ble
Calcutta High Court seeking various reliefs relating, inter alia, to their pension benefits. In April 2009, the
association has withdrawn this case.
The Company believes, based on current knowledge and after consultation with eminent legal counsel that the
resolution of the matter will not have material adverse effect on the financial statements of the Company.
12 With respect to Al Sallan Food Industries Co SAOG, the Company has incurred a tax loss during the year. The tax
loss incurred during the five year exemption period (expired on 31 December 2001) amounting to Rs. 807,237
will be available for set off against future taxable profits without any time limit. The tax loss estimated as incurred
during the period from 1 January 2002 to 31 December 2008 of Rs. 620,160 (Previous year Rs. 436,531) is eligible
to be carried forward for not more than five years unless the Company’s tax exemption is further renewed. The
tax assessments up to 2003 have been completed by the Secretariat General for Taxation. The management
considers that any amounts that may become payable upon finalisation of the tax for the years 2004 to 2007
would not be material to the Company’s financial position as at the date of Balance Sheet. The future tax benefit
from carried forward losses together with other timing differences amounting to Rs. 122,281 (Previous year
Rs. 123,748) is not recognised as a deferred tax asset during the current year. The management has decided not
to consider the potential deferred tax benefit because of the uncertainty relating to the extension of the period of
tax exemption and until future profitability can be consistently demonstrated.
13 Capital Reserve includes:

(i) Rs. 1,320 as grant in aid for implementation of ISO 22000 on HACCP systems from Government of India for
Uttarakhand factory.
96

(ii) Rs. 1,952 capital subsidy received from West Bengal Industrial Development Corporation Ltd. under The
West Bengal Incentive Scheme,2000 by Ganges Vally Foods Pvt. Ltd.
14 Pursuant to Labour Commissioner’s Order under section 25O(1) of the Industrial Disputes Act, 1947, production
at the Company owned facility was closed effective 24 March 2004. As per the Order of the Mumbai High Court,
the Company as on the date of the Balance Sheet has paid an amount of Rs.58,317 (Previous year: Rs. 58,317)
equivalent to eligible compensation under section 25O(1) of the Industrial Disputes Act, 1947. Further, based on
the appeal filed by the worker union, the Industrial Tribunal has reversed the Order of the Labour Commissioner.
The Company has preferred an appeal against the Order of the Industrial Tribunal. As per interim direction of the
Mumbai High Court, the Company has paid Rs. 12,799 (Previous year: Rs. 13,320) as compensation equivalent to
50% of the last drawn amount for the period from 1 April 2008 to 19 November 2008 and 70% of the last drawn
amount for the period from 20 November 2008 to 31 March 2009. The Company has made the above payments
as compensation under the Industrial Disputes Act, 1947. The case is currently pending in the High Court.
15 Derivative contracts
(i)
Foreign currency Forward Contracts
The Company has entered into foreign exchange forward contracts for hedging the foreign exchange
fluctuation risks on payables, which has been accounted for in line with AS11 - “The effects of changes in
foreign exchange rates”. Accordingly, the amount receivable of Rs. 229,651 (Previous year: Rs. Nil) and
foreign currency payable of Rs. 200,772 (Previous year: Rs. Nil), in the subsequent years, relating to foreign
exchange forward contracts for hedging have been netted off and disclosed under ‘Loans and advances’
(Refer Schedule J).
The Company has designated certain Foreign Exchange Forward Contracts outstanding as on 31 March
2009 as Hedge of highly probable forecasted transaction. On that date, the Company had forward contracts
to sell USD. 2,091,820 (Previous year: USD. 981,934). As at the year end the unrealised exchange loss of
Rs. 1,102 (Previous year: Rs. Nil) arrived on a mark to market basis has been accounted for.
(ii) Other derivative contracts
For all derivative contracts, a mark to market valuation has been obtained and any gain/loss thereon has been
accounted for in line with the ICAI notification issued in March 2008 in relation to such transactions.
16 Provisions for deferred tax for the current year are after provision in respect of earlier years of Rs. 11,246 (Previous
year: Rs.Nil).
17 Figures in Rupees have been rounded off to the nearest thousand, unless otherwise stated.
18 Previous year’s figures have been regrouped/rearranged, wherever necessary.
Chairman : Nusli N Wadia

Managing Director : Vinita Bali
: A K Hirjee
: S S Kelkar
: Pratap Khanna
: Ajai Puri
: Raju Thomas
: V Madan
97
The Ministry of
STATEM Country
Corporate Affairs, India India India India India India India India India India India India India OmanDubai
Mauritius
Sri Lanka Dubai -JAFZA,
UAE
ENThas exempted the
Government of India
Dubai -JAFZA,
UAE
PURSUA
Company from
Profit ProposedAfter
furnishing the annual
NT TO Dividend
report of the following - - - - - - - - - - - - - - - - - - -
Taxation
EXEMPT
Subsidiaries/Associates
/Joint Ventures. This
ION AnnualReport contains (1,536) 132 140 306 2,468 (3,893)(409) (352) (35,329)
(247,671)45 52 46 (68,898)
(269,317)
(65,905)
(4,651) (27,858) (480)
Consolidated Financial
RECEIV
Statements of the
ED Company and its
Subsidiaries/ ProvisionforTaxation
502 (4) 1 1,273 736 124 742 2,367 1,700 4,237 24 27 23 - - 79 - - -
UNDER
Associates/ Joint
Ventures prepared in
SECTIO
accordance with the
N 212(8)
relevant Accounting
Standards andAverage
the Turnover Profit128 141 1,579 3,204 (3,769)333 2,015 (33,629)
(243,434)69 79 69 (68,898)
(269,317)
(65,826)
(4,651) (27,858) (480)
OF THE Before
samehas beenexchange
duly (Net Sales
COMPA
audited by the Statutory Taxation
Auditors. The annual
rate for
NIESaccounts of the + Other 167 174 96,855110,045
131,984
30,444341,012
1,619,753
162,843 83 118 81 730,475
1,578,137
121,239
27,762 - -
Profit &
ACT,following
Subsidiaries/Associates Income)
Loss a/c1.00
1956/Joint Ventures and the
related information will
1,083
(1,034)
be made available to 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 115.7012.15 0.4344.77 44.77 44.77
the investorsof the
Company on request
and will also be kept for
inspection in the
Investments 24,010 5,673 5,400 - 33 998 1,300 - - - 1,012 1,012 1,051 - - - 22,817 570,656 -
registered office of the
Company and
subsidiaries.
Rs. ’000
380 371 14,76977,33964,61610,060192,710
673,517
529,900 11 11 11 961,020
1,022,228
128,709
708,955 629,316 1,281
TotalLiabilitiesexcludingshareh
oldersfunds34,233
Total 25,870 9,854 6,764 53,67782,88470,84218,743228,725

930,794
138,664 2,430 2,621 2,341 638,740
1,077,041
73,423
730,253 570,676 26
Assets(includinginves
tments)
Reserves (10,073) 6,631 3,895 32,908545 1,724 4,933 (1,980)139,477

(396,204)669 858 530 (584,896)
(213,585)
(67,035)
(5,468) (58,654) (1,269)
Capital 1,710 2,843 2,498 6,000 5,000 4,502 3,750 37,995117,800

4,968 1,750 1,752 1,800 262,616
268,39811,749
26,766 14 14
Closingexchangerate 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 131.3113.76 0.4450.72 50.72 50.72
forBalanceSheet1.00
ReportingCurrency
INR INR INR INR INR INR INR INR INR INR INR INR INR OMR AED LKRUSD USD USD
Boribunder Finance& Investments PrivateLimitedFlora InvestmentsCompany Private LimitedGilt Edge Finance

Britannia
Britannia and Associates(Mauritius)
Lanka
Sl. Name of the&Investments PrivateLimitedGanges Vally Foods PrivateLimitedInternational BakeryProducts LimitedJ B Mangharam
(Pvt)PrivateLimitedBritannia
Ltd and
SubsidiaryNo. FoodsPrivate LimitedManna Foods PrivateLimitedSunrise Biscuit CompanyPrivate LimitedBritannia NewzealandFoods Associates(Dubai) Private
Company Private LimitedDaily Bread GourmetFoods (India) PrivateLimitedBritannia Employees'General WelfareAssociation Private
LimitedBritannia Employees'Educational WelfareAssociation Private LimitedBritannia Employees'Medical CompanyLimitedStrategic Brands
WelfareAssociation Private LimitedAl Sallan Food IndustriesCompany SAOG, OmanStrategic Food Inter-national Co. HoldingCompany
LLC, Limited
Dubai
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19
98
SIGNIFICANT RATIOS
2008-09 2007-08
Measures of Investment
Return on equity Profit after tax % 22.6 26.1
Book value per share Shareholders’ funds Rs. 334.0 306.6
Number of equity shares
Dividend cover Earnings per share times 1.6 3.8
Dividend (plus tax) per share
Measures of Performance
Profit margin Profit before tax & exceptional item % 8.0 8.6
Net Sales + Other Income
Debtors turnover Gross Sales times 63.3 56.5
Debtors + Bills receivable
Stock turnover Gross Sales times 12.4 8.7
Stock
Measures of Financial Status
Debt ratio Borrowed capital % 3.2 14.5
Equity Shareholders’ funds
Current ratio Current assets times 1.3 1.6
Current liabilities
Tax ratio Tax provision % 22.4 17.8
Profit before tax
99
TEN YEAR FINANCIAL STATISTICS : 2000 - 2009
Rs. Million
As at / Year ended 31 March 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
Assets employed
Fixed assets less Depreciation & Amortisation 1,306 1,588 1,632 1,481 1,283 1,338 1,516 2,144 2,507 2,839
Investments 1,470 2,156 3,104 2,969 2,913 3,301 3,599 3,200 3,808 4,231
Net current assets 65 257 592 747 43 (485) 309 596 2,072 1,161
Miscellaneous Expenditure 122 163 217 260 463 342 161 256 232 266
2,963 4,164 5,545 5,457 4,702 4,496 5,585 6,196 8,619 8,497
Financed by
Equity shares 279 279 269 259 251 239 239 239 239 239
Reserves & Surplus 1,586 2,123 3,430 3,653 4,059 4,196 5,252 5,909 7,319 8,006
Loan funds 1,098 1,762 1,846 1,545 392 61 94 48 1,061 252
2,963 4,164 5,545 5,457 4,702 4,496 5,585 6,196 8,619 8,497
Profits and appropriations
Sales 11,698 13,325 14,510 13,491 14,705 16,154 18,179 23,171 26,170 31,429
Profit before Depreciation, Amortisation and Tax 962 1,369 1,630 1,722 2,251 2,645 2,218 1,514 2,536 2,866
Depreciation and Amortisation 172 189 240 261 224 190 217 253 291 335
Profit before tax and Exceptional items 790 1,180 1,390 1,461 2,027 2,455 2,001 1,261 2,245 2,531
Exceptional Items (19) (41) 1,201 12 (183) (252) 6 (77) 78 (206)
Profit before tax * 771 1,139 2,591 1,473 1,844 2,203 2,007 1,184 2,323 2,325
Taxation 261 434 559 482 656 715 543 108 413 521
Profit after tax 510 705 2,032 991 1,188 1,488 1,464 1,076 1,910 1,804
Dividend 125 153 201 251 272 334 358 358 430 956
Tax on dividend 14 16 – 32 35 47 50 61 73 162
Debenture Redemption Reserve – 47 14 18 – – – – – –
Retained earnings 371 489 1,564 692 910 1,117 1,056 657 1,407 686
* Includes impact on account of transfer of dairy business of Rs. 1,257 MM in 2002.
100
Notes
Notes

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Britannia Annual Report 2008-09

CHIEF FINANCIAL OFFICER :

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

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

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

Management Discussion and Analysis..........................................................................................................14

Report on Corporate Governance.................................................................................................................16

Auditors’ Report ...........................................................................................................................................27

Balance Sheet ................................................................................................................................................30

Profit and Loss Account ...............................................................................................................................31

Cash Flow Statement ....................................................................................................................................32

Schedules to Balance Sheet and Profit and Loss Account.............................................................................34

Auditors’ Report on Consolidated Financial Statements .............................................................................69

Consolidated Balance Sheet ..........................................................................................................................70

Consolidated Profit and Loss Account .........................................................................................................71

Consolidated Cash Flow Statement..............................................................................................................72

Information on Subsidiary Companies .........................................................................................................98

Significant Ratios ..........................................................................................................................................99

Ten Year Financial Statistics .......................................................................................................................100

Rs. Million 2008-09 2007-08 % Change

Net Sales 31,122 25,841 20%

Operating profit 2,293 2,020 14%

Shareholders’ funds 7,979 7,326 9%

Capital expenditure 678 666 2%

Before exceptional items

- Profit before tax 2,531 2,245 13%

- Profit after tax 1,940 1,859 4%

- Cash flow generation 2,275 2,150 6%

After exceptional items

- Profit before tax 2,325 2,323 0%

- Profit after tax 1,804 1,910 -6%

- Cash flow generation 2,139 2,201 -3%

Per equity share (Rs.)

Earnings 75.51 79.95 -6%

Dividend 40.00 18.00 122%

Dividend + Tax 46.80 21.06 122%

REPORT OF THE DIRECTORS

190 1,407 characterized by continual and high commodity

Performance of Subsidiaries, Joint Ventures and

The Consolidated turnover of the Company for the

Al Sallan Food Industries Company SAOG, Oman

Welfare Companies To further strengthen the ‘health & nutrition’ benefit,

Production at Uttarakhand factory crossed 5000

Following the shareholders’ approval at the

iii) They have taken proper and sufficient care,

ANNEXURE TO THE REPORT OF THE DIRECTORS

(b) Additional investments and proposals, if any, being 100402 104154

Investment of Rs. 30 MM planned in 2009-10 for

Form of disclosure of particulars with respect to

Automation in biscuit dough mixing process Nutrichoice – 5 Grain

Research and Development (R & D) New gifting packs

Details of efforts made in technology absorption are Promotional offerings

3. Future plan of action : (iv) Upgrading research tools to generate superior

(i) The Company actively pursued and secured

(ii) Total foreign exchange used and earned:

ANNEXURE TO THE REPORT OF THE DIRECTORS

Particulars Employee Stock Scheme

(a) Options granted 15,000 options

(c) Options vested (as at 31 March 2009) Nil

Options vest 1 year after the date of grant of options.

(d) Options exercised (as at 31 March 2009) NA

(e) The total number of shares arising as

(f) Options lapsed NA