CORPORATE GOVERNANCE REPORT

Define :- Corporate governance refers to the system by which corporations are directed and controlled. The governance structure specifies the distribution of rights and responsibilities among different participants in the corporation (such as the board of directors, managers, shareholders, creditors, auditors, regulators, and other stakeholders) and specifies the rules and procedures for making decisions in corporate affairs.

In other words company use corporate governance report to see how the “show has to be run” in the best interest of all the stakeholders within the boundaries set by the government.

 Governance provides the structure through which corporations set and pursue their objectives, while reflecting the context of the social, regulatory and market environment. Governance is a mechanism for monitoring the actions, policies and decisions of corporations. Governance involves the alignment of interests among the stakeholders.

Corporate governance report is attached with the Director’s report

WHAT DO YOU UNDERSTAND BY GOOD CORPORATE GOVERNANCE?Good corporate governance is all about

ensuring that the needs and interests of all of an organisation's stakeholders are taken into account in a balanced and transparent manner.

However, good corporate governance is not just a matter of having the right policies and procedures in place. It has to be embedded into the culture of the organisation from the very top down.

COMPONENTS OF CGR IN CONTEXT TO BRITANNIA CGR

COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

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, transparent governance practices and the highest standard of regulatory compliance.

BOARD OF DIRECTORSThe Board is headed by a Non-Executive

Chairman, Mr. Nusli N WadiaOver three-fourths of the Board consists of

Non-Executive Directors.As of 31 March 2013, the Board comprised

six independent directors constituting 50% of the total Board strength.

During the year 2012-13, six (6) Board Meetings were held

BOARD COMMITTEES (a) Audit Committee: The Audit Committee, as on 31 March 2013,

comprised the following six Non-Executive Directors:

Mr. Nasser Munjee – Chairman of the Committee

Mr. Nimesh N KampaniMr. Keki DadisethMr. Avijit DebMr. A K HirjeeMr. Ness N Wadia

(b) Remuneration / Compensation Committee:

Mr. Keki Dadiseth – Chairman of the Committee

Mr. Nusli N WadiaMr. A K HirjeeMr. Nimesh N KampaniMr. Nasser MunjeeDr. Ajai Puri

Broad terms of reference of the Remuneration / Compensation Committee include:

(i) 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.

(ii) 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.

(iii) To be responsible for the administration and superintendence of the ESOS.7

(c) Share Transfer & Shareholders’ / Investors’ Grievance and Ethics / Compliance Committee:

(i) approves and monitors transfers, transmission, splitting, consolidation, dematerialisation, rematerialisation of securities and issue of duplicate share certificates by the Company over and above the delegated power as detailed below

(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) carries out the functions envisaged under the Code of Conduct for Prevention of Insider Trading adopted by the Company in terms of Regulation 12(1) of the SEBI (Prohibition of Insider Trading)

GENERAL BODY MEETINGS Company organized three general body

meetings at various locations DISCLOSURES Risk ManagementCode of ConductPublic, Rights and Other IssuesCEO / CFO CertificationManagement Discussion and Analysis ReportCompliance Reports

MEANS OF COMMUNICATIONQuarterly, 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

GENERAL SHAREHOLDER INFORMATIONAnnual General Meeting – Date, time and venueFinancial calendarBook closure periodDividend payment dateListing on Stock ExchangesPlant Locations

Registrar and Transfer AgentsAddress for correspondenceOthers

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 2013.

For Britannia Industries Limited Place: Mumbai

Vinita Bali Date : 24 May 2013 Managing

Director