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Dabur India Ltd.

BSE: 500096 Sector: Consumer
NSE: DABUR ISIN Code: INE016A01026
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VOLUME 14985
52-Week high 320.30
52-Week low 231.30
P/E 37.95
Mkt Cap.(Rs cr) 49339.61
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 279.70
CLOSE 279.75
VOLUME 14985
52-Week high 320.30
52-Week low 231.30
P/E 37.95
Mkt Cap.(Rs cr) 49339.61
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dabur India Ltd. (DABUR) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 41st Annual Report on the business andoperations of the Company together with the audited accounts for the financial year endedMarch 31 2016.

Financial Results.

Financial results are presented in the table below:

Particulars Consolidated Standalone
2015-16 2014-15 2015-16 2014-15
Revenue from Operations 8673.25 7985.25 5946.64 5569.13
(including other Income)
Less Expenses :
Cost of goods sold 3797.00 3720.07 2812.12 2826.09
Employee benefits expenses 794.82 689.56 431.77 392.99
Finance cost 48.02 40.12 9.83 9.89
Depreciation and 133.75 114.98 72.82 65.97
Amortization expenses
Other Expenses 2342.42 2101.16 1407.36 1273.70
Total Expenses 7116.01 6665.89 4733.90 4568.64
Profit before exceptional and 1557.24 1319.36 1212.74 1000.49
extraordinary items and tax
Exceptional items 0.00 0.00 0.00 -23.96
Profit before extraordinary 1557.24 1319.36 1212.74 976.53
items and tax
Extraordinary items 0.00 0.00 0.00 0.00
Profit before tax 1557.24 1319.36 1212.74 976.53
Tax expense 301.79 250.89 273.23 213.95
Profit for the year from 1255.45 1068.47 939.51 762.58
continuing operations
Minority interest 2.74 2.64 0.00 0.00
Profit after minority interest 1252.71 1065.83 939.51 762.58

The Company proposes to transfer an amount of 95 crores (Previous year 80 crores) togeneral reserves.

Dividend

The Company has paid an interim dividend of 125% being 1.25 per share of 1/- each onNovember 23 2015. We are pleased to recommend a 3nal dividend of 100% being 1/- pershare of 1/- each for the financial year 2015-16. The 3nal dividend if approved by themembers will be paid to members within the period stipulated by the applicable CompaniesAct. The aggregate dividend for the year will amount to 225% being 2.25 per share of 1/-each as against 200% being 2.00 per share of 1/- each declared last year. The dividendpayout ratio for the current year inclusive of corporate tax on dividend distribution isat 50.70%.

Pursuant to the provisions of Section 205A (5) of the Companies Act 1956 Finaldividend for the financial year 2007-08 amounting to 2247834/- and interim dividend forthe financial year 2008-09 amounting to 2165883/- which remained unpaid or unclaimed for aperiod of 7 years has been transferred by the Company to the Investors Education andProtection Fund (IEPF) of the Central Government. Further 3nal dividend for the year2007-08 pertaining to erstwhile Femcare Pharma Limited (FEM) now merged with the Companywhich remained unpaid or unclaimed for a period of 7 years amounting to 193774/-has alsobeen transferred by the Company to IEPF. The due dates for transfer of unpaid dividend toIEPF for subsequent years is given in the Corporate Governance Report. The list of unpaiddividend declared upto the financial year 2014-15 and updated upto the date of 40th AGMheld on 21.07.2015 is available on Company`s website www.dabur.com. Shareholders arerequested to check the said list and if any dividend due to them remains unpaid in thesaid list (apart from the above mentioned unpaid dividend already transferred to IEPF)can approach the Company for release of their unpaid dividend.

Abridged Financial Statements

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as ‘Listing Regulations’) and Section 136 of theCompanies Act 2013 read with Rule 10 of the Companies (Accounts) Rules 2014 theabridged Annual Report containing salient features of the financial statements includingConsolidated Financial Statements for the financial year 2015-16 along with statementcontaining salient features of the Directors’ Report (including Management Discussion& Analysis and Corporate Governance Report) is being sent to all shareholders who havenot registered their email address(es) for the purpose of receiving documents/communication from the Company in electronic mode. Please note that you will be entitledto be furnished free of cost the full Annual Report 2015-16 upon receipt of writtenrequest from you as a member of the Company.

Full version of the Annual Report 2015-16 containing complete Balance Sheet Statementof Profit & Loss other statements and notes thereto including Consolidated FinancialStatements prepared as per the requirements of Schedule III to the Companies Act 2013Directors’ Report (including Management Discussion and Analysis Corporate GovernanceReport and Business Responsibility Report) is being sent via email to all shareholders whohave provided their email address(es).

Full version of Annual Report 2015-16 is also available for inspection at theregistered o3ce of the Company during working hours up to the date of ensuing Annualgeneral meeting (AGM). It is also available at the Company`s website at www.dabur.com.

Consolidated Financial Statements

In compliance with the applicable provisions of Companies Act 2013 including theAccounting Standard 21 on Consolidated Financial Statements this Annual Report alsoincludes Consolidated Financial Statements for the financial year 2015-16. ConsolidatedTurnover grew by 8.62% to 8673.25 crores as compared to 7985.25 crores in the previousyear. Net Profit after Tax and after Minority Interest for the year at 1252.71 crores ishigher by 186.88 crores as compared to 1065.83 crores in the previous year.

Operations and Business Performance

Kindly refer to Management Discussion & Analysis and Corporate Governance Reportwhich forms part of this report.

Corporate Governance

Corporate Governance is all about ethical conduct openness integrity andaccountability of an enterprise. Good Corporate Governance involves a commitment of theCompany to run the business in a legal ethical and transparent manner and runs from thetop and permeates throughout the organization. It involves a set of relationships betweena company’s management its Board shareholders and Stakeholders. It is a key elementin improving the economic efficiency of the enterprise. Credibility offered by CorporateGovernance helps in improving the confidence of the investors – both domestic andforeign and establishing productive and lasting business relationship with allstakeholders.

At Dabur Corporate Governance is more a way of business life than a mere legalobligation. Besides complying with the prescribed Corporate Governance practices as perthe Listing Regulations the Company has voluntarily adopted various practices ofgovernance confirming to highest ethical and responsible standard of business globallybenchmarked. Strong governance practices of the Company have been rewarded in terms ofimproved share valuations stakeholder`s confidence improved market capitalization highcredit ratings and bagging of various awards etc. These have helped Dabur to payuninterrupted dividends to its shareholders. Last year (FY 2014-15) the Institute ofCompany Secretaries of India (ICSI) had certi3 ed Dabur India Ltd. as one of the BestGoverned Companies of India.

A certi3 cate from Auditors of the Company regarding compliance of the conditions ofCorporate Governance as stipulated under Schedule V of the Listing Regulations isattached as ‘Annexure 1’and forms part of this report.

Certi3 cate of the CEO/CFO inter-alia confirming the correctness of thefinancial statements compliance with Company`s Code of Conduct adequacy of the internalcontrol measures and reporting of matters to the auditors and the Audit committee in termsof Regulation 17 of the Listing Regulations is attached in the Corporate Governancereport and forms part of this report.

Business Responsibility Report

At Dabur ful3 lment of environmental social and governance responsibility is anintegral part of the way the Company conducts its business. A detailed information on theinitiatives of the Company as enunciated in the ‘National Voluntary Guidelines onSocial Environmental and Economic Responsibilities of Business 2011` is provided in theBusiness Responsibility Report a copy of which will be available on the Company`s websitewww.dabur.com

For Business Responsibility Report as stipulated under Regulation 34 of the ListingRegulations kindly refer to Business Responsibility Report section which forms part ofthis Annual Report.

Credit Rating

During the year the Company has sustained its long term bank facility credit rating ofAAA (stable) which has been reafirmed by CRISIL. The highest credit rating of AAA awardedby CRISIL reflects the highest degree of safety regarding timely servicing of financialobligations. Further CRISIL has reafirmed the rating of NCD programme of the Company asAAA (stable). The rating indicates highest degree of safety regarding timely servicing offinancial obligation. The rated instrument carries lowest credit risk. The Company`s shortterm bank facility credit rated as A1+ by CRISIL has been reafirmed. The rating of A1+for Commercial Paper has also been rea3 rmed by CRISIL. This highest rating of A1+indicates a very strong degree of safety with regard to timely payment of interest &principal. Such instrument carry lowest credit risk.

Further ICRA has reafirmed the rating on NCD programme of the Company as AAA (stable).The rating indicates highest degree of safety regarding timely servicing of financialobligation. The rated instrument carries lowest credit risk and the outlook on the ratingis stable.

Directors

In terms of Section 149 and 152 of the Companies Act 2013 the appointment of womendirector Ms. Falguni Sanjay Nayar in the category of Non-Executive Independent Directorwas con3 rmed in the AGM of the Company held on 21st July 2015. Ms. Nayar shall holdoffice not subject to retirement by rotation for a term of five consecutive yearscommencing from the date of her appointment as additional director in the Company i.e.28th July 2014 upto the conclusion of AGM of the Company to be held in the calendar year2019 or 27th July 2019 whichever is earlier.

Pursuant to Section 149 152 and other applicable provisions of the Companies Act2013 one-third of such of the Directors as are liable to retire by rotation shall retireevery year and if eligible offer themselves for re-appointment at every AGM.Consequently Dr. Anand C Burman and Mr. Pritam Das Narang Directors will retire byrotation at the ensuing AGM and being eligible offer themselves for re-appointment inaccordance with provisions of the Companies Act 2013.

A brief resume of the Directors proposed to be re-appointed the nature of theirexpertise in speci3c functional areas names of companies in which they have helddirectorships committee memberships/ chairmanships their shareholding etc. arefurnished in the explanatory statement to the notice of the ensuing AGM.

The Directors recommend their re-appointment at the ensuing AGM.

Pursuant to provisions of Section 134(3)(d) of the Companies Act 2013 with respect tostatement on declaration given by Independent Directors under Section 149(6) of the Actthe Board hereby con3rms that all the Independent Directors of the Company have given adeclaration and have con3rmed that they meet the criteria of independence as provided inthe said Section 149(6).

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:

Mr. P D Narang: Whole Time Director

Mr. Sunil Duggal: Chief Executive O3cer and Whole Time Director Mr. Lalit Malik: ChiefFinancial O3cer

Mr. Ashok Kumar Jain: V P (Finance) and Company Secretary

During the year there was no change (appointment or cessation) in the o3ce of KMP.

Policy on Directors’ appointment and Policy on remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act 2013 the policyon appointment of Board members including criteria for determining quali3cations positiveattributes independence of a Director and the policy on remuneration of Directors KMPand other employees is attached as `Annexure 2 & 3` respectively which forms part ofthis report.

Particulars of remuneration of Directors/ KMP/ Employees

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached as ‘Annexure 4’which forms part of this report. The information showing names and other particulars ofemployees as per Rule 5(2) and 5(3) of the aforesaid Rules forms part of this report.However as per 3rst proviso to Section 136(1) of the Act the Annual Report excluding theaforesaid information is being sent to the members of the Company and others entitledthereto. The said information is available for inspection by members at the registeredo3ce of the Company during business hours on all working days upto the date of ensuingannual general meeting. Any member interested in obtaining a copy thereof may also writeto the Company Secretary at the registered o3ce of the Company.

Employees Stock Option Plan

During the year 433531 options in 3 tranches were granted to eligible employees of theCompany in terms of Employees Stock Option Plan (Dabur ESOP 2000). During the year2629180 options were exercised by the employees after vesting. Accordingly the Companyhas made the allotment of 308180 equity shares on May 13 2015 269250 equity shares onAugust 24 2015 and 2051750 equity shares on September 21 2015 against the optionsexercised by the employees.

During the financial year 2015-16 there has been no change in the Employees StockOption Plan (Dabur ESOP 2000) of the Company. Further it is con3rmed that the ESOP Schemeof the Company is in compliance with SEBI (Share Based Employee Benefits) Regulations2014.

The applicable disclosures as stipulated under Regulation 14 of SEBI (Share BasedEmployee Benefits) Regulations 2014 with regard to Employees Stock Option Plan of theCompany are available on the website of the Company at www.dabur .com and weblink for thesame is http://www.dabur.com/in/en-us/ investor/investor-information/esops

Number of Meetings of the Board

During the Financial Year 2015-16 4 (four) number of Board Meetings were held. Fordetails thereof kindly refer to the section `Board of Directors- Number of BoardMeetings’ in the Corporate Governance Report.

Performance Evaluation of the Board its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations the Board in consultation with its Nomination & Remuneration Committeehas formulated a framework containing inter-alia the criteria for performanceevaluation of the entire Board of the Company its Committees and individual Directorsincluding Independent Directors.

A structured questionnaire covering various aspects of the functioning of the boardand its Committee such as adequacy of the constitution and composition of the Board andits Committees matters addressed in the Board and Committee meetings processes followedat the meeting Board`s focus regulatory compliances and Corporate Governance etc. isin place. Similarly for evaluation of individual Director’s performance thequestionnaire covering various aspects like his/her pro3le contribution in Board andCommittee meetings execution and performance of speci3c duties obligations regulatorycompliances and governance etc. is also in place.

Board members had submitted their response for evaluating the entire Board respectivecommittees of which they are members and of their peer Board members including Chairmanof the Board.

The Independent Directors had met separately on February 25 2016 without the presenceof Non-Independent Directors and the members of management and discussed inter-aliathe performance of Non-Independent Directors and Board as a whole and the performance ofthe Chairman of the Company after taking into consideration the views of Executive andNon-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of everyDirector`s performance.

The performance evaluation of all the Independent Directors have been done by theentire Board excluding the Director being evaluated. On the basis of performanceevaluation done by the Board it shall be determined whether to extend or continue theirterm of appointment whenever the respective term expires.

The Directors expressed their satisfaction with the evaluation process.

Directors’ Responsibility Statement

Pursuant to the provisions under Section 134(5) of the Companies Act 2013 withrespect to Directors’ Responsibility Statement the Directors con3 rm:

a. That in the preparation of the Annual Accounts the applicable Accounting Standardshave been followed and no material departures have been made from the same; b. That theyhad selected such accounting policies and applied them consistently and made judgementsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of a3 airs of the Company at the end of the financial year and of the Profit andloss of the Company for that period; c. That they had taken proper and su3 cient care forthe maintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d. That they had prepared the Annual Accounts ona going concern basis; e. That they had laid down Internal Financial Controls to befollowed by the company and that such internal financial controls are adequate and wereoperating e3 ectively; and f. That they had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating e3 ectively.

Statutory Auditors and their Report

M/s G. Basu & Co. Chartered Accountants Statutory Auditors of the Company willretire at the conclusion of the ensuing AGM and being eligible have consented and offeredthemselves for re-appointment as Statutory Auditors for the financial year 2016-17.Pursuant to Section 141 of the Companies Act 2013 and relevant Rules prescribed thereunder the Company has received certi3 cate dated April 4 2016 from the Auditors to thee3 ect inter-alia that their re-appointment if made would be within the limitslaid down by the Act shall be as per the term provided under the Act that they are notdisquali3 ed for such re-appointment under the provisions of applicable laws and also thatthere is no proceeding against them or any of their partners pending with respect toprofessional matter of conduct.

The Auditors have vide their letter dated April 20 2016 also con3 rmed that they havesubjected themselves to the peer review process of Institute of Chartered Accountants ofIndia (ICAI) and holds a valid certi3 cate issued by the Peer Review Board of the ICAI.

There are no observations (including any quali3 cation reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors. Further the notes to accounts referred to in the Auditor`s Report areself-explanatory.

Cost Auditors and their Report

As per Section 148 of the Companies Act 2013 read with Rules framed thereunder M/sRamanath Iyer & Company Cost Accountants (Firm`s Membership No. 000019) werere-appointed as Cost Auditors for the financial year 2015-16 to conduct cost audit of theaccounts maintained by the Company in respect of the various products prescribed under theapplicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by theBoard of Directors on the recommendation of Audit Committee. The requisite resolution forrati3 cation of remuneration of Cost Auditors by members of the Company has been set outin the Notice of ensuing annual general meeting. They have also been appointed as CostAuditors for financial year 2016-17 by the Board of Directors upon recommendation ofAudit Committee to conduct cost audit of the accounts maintained by the Company inrespect of the various products prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2014-15 issued by M/s Ramanath Iyer &Company Cost Auditors in respect of the various products prescribed under Cost AuditRules was 3 led with the Ministry of Corporate A3 airs (MCA) on 29th September 2015.

Secretarial Auditors and their Report

M/s Chandrasekaran Associates Company Secretaries were appointed as SecretarialAuditors of the Company for the financial year 2015-16 pursuant to Section 204 of theCompanies Act 2013. The Secretarial Audit Report submitted by them in the prescribed formMR- 3 is attached as `Annexure 5` and forms part of this report.

There are no quali3 cations or observations or adverse remarks or disclaimer of theSecretarial Auditors in the Report issued by them for the financial year 2015-16 whichcall for any explanation from the Board of Directors.

Details in respect of frauds reported by Auditors other than those which are reportableto the Central Government

The Statutory Auditors Cost Auditors or Secretarial Auditors of the Company have notreported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made thereunder.

Internal Financial Control System

According to Section 134(5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and e3cient conduct of its business including adherence to company’spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

The Company has a well placed proper and adequate IFC system which ensures that allassets are safeguarded and protected and that the transactions are authorised recordedand reported correctly. The Company’s IFC system also comprises due compliances withCompany`s policies and Standard Operating Procedures (SOP`s) and audit andcompliancebyin-houseInternalAuditDivisionsupplemented by internal audit checks from PriceWaterhouse & Co. Bangalore LLP the Internal Auditors and various transactionauditors. The Internal Auditors independently evaluate the adequacy of internal controlsand concurrently audit the majority of the transactions in value terms. Independence ofthe audit and compliance is ensured by direct reporting of Internal Audit Division andInternal Auditors to the Audit Committee of the Board. During the year the Internalauditors have also been engaged for providing assistance in improvising IFC framework(including preparation of Risk & Control Matrices for various processes) anddeployment of Self Assessment Tool.

To further strengthen the internal control process the Company has developed a verycomprehensive legal compliance system called `e-nforce` which drills down from the CEO tothe executive level person who is responsible for compliance. This process is fullyautomated and generate alerts for proper and timely compliance.

Adequacy of Internal Financial Controls with reference to the financial statements

The Companies Act 2013 re-emphasizes the need for an e3ective Internal FinancialControl system in the Company which should be adequate and shall operate e3ectively. Rule8(5)(viii) of Companies (Accounts) Rules 2014 requires the information regarding adequacyof Internal Financial Controls with reference to the financial statements to be disclosedin the Board`s report.

To ensure e3ective Internal Financial Controls the Company has laid down the followingmeasures:

• All operations are executed through Standard Operating Procedures (SOPs) in allfunctional activities for which key manuals have been put in place. The manuals areupdated and validated periodically.

• All legal and statutory compliances are ensured on a monthly basis for alllocations in India through a fully automated tool called ‘e-nforce’. Non-compliance if any is seriously taken by the management and corrective actions are takenimmediately. Any regulatory amendment is updated periodically in the system.

• Approval of all transactions is ensured through a pre- approved Delegation ofAuthority (DOA) Schedule which is in-built into the SAP system. DOA is reviewedperiodically by the management and compliance of DOA is regularly checked and monitored bythe auditors.

• The Company follows a robust 2-tier internal audit process:

- Tier-1: Management/ Strategic/ Proprietary audits are conducted on regular basisthroughout the year as per agreed audit plan.

- Tier-2: Transaction audits are conducted regularly to ensure accuracy of financialreporting safeguard and protection of all the assets. Stock audit is conducted onquarterly basis at all locations in India. Fixed Asset Veri3cation is done on an annualbasis including AS-28 testing at all locations.

- The Audit Reports for the above audits are compiled and submitted to managementcommittee and audit committee for review and necessary action.

• The Company’s Books of Accounts are maintained in SAP and transactions areexecuted through SAP (ERP) setups to ensure correctness/ effiectiveness of alltransactions integrity and reliability of reporting.

• The Company has a comprehensive risk management framework.

• The Company has a robust mechanism of building budgets at an integrated cross-functional level. The budgets are reviewed on a monthly basis so as to analyze theperformance and take corrective action wherever required.

• The Company has in place a well-de3ned Whistle Blower Policy/ Vigil Mechanism.

• The Company has a system of Internal Business Reviews. All departmental headsdiscuss their business issues and future plans in monthly review meetings. They reviewtheir achievements vs. budgets in quarterly review meetings. Specialized issues likeinvestments property FOREX are discussed in their respective internal committeemeetings.

• Compliance of secretarial functions is ensured by way of secretarial audit.

• Compliance relating to cost records of the company is ensured by way of costaudit.

• The Internal auditors have also been engaged for providing assistance inimprovising IFC framework (including preparation of Risk & Control Matrices forvarious processes) and deployment of Self Assessment Tool.

Development and implementation of Risk Management

Dabur has in place comprehensive risk assessment and minimization procedures which arereviewed by the Board periodically. The Risk Management Committee of the Board isresponsible for preparation of Risk Management Plan reviewing and monitoring the same onregular basis identifying and reviewing critical risks on regular basis updating theRisk Register on quarterly basis reporting of key changes in critical risks to the Boardon an ongoing basis reporting of critical risks to Audit Committee in detail on yearlybasis and such other functions as may be prescribed by the Board.

The Committee holds quarterly meetings to review the critical risks identi3 ed. Therisks faced by the Company their impact and their minimization procedures are assessedcategorically under the broad heads of High Medium and Low risks. The non-critical risksfaced by the company and their mitigation are also reviewed by the committee on aquarterly basis. The Risk Register of the Company is also audited by internal auditors ofthe Company.

Further the risks control systems are instituted to ensure that the risks in eachbusiness process are mitigated. The two joint Chief Risk Officers (CROs) are responsiblefor the overall risk governance in the Company and reports directly to the ManagementCommittee (MANCOM) which consists of various functional heads. The Board providesoversight and reviews the Risk Management Policy on a quarterly basis. The Board isresponsible for framing implementing and monitoring the risk management plan of theCompany. During the year Price Waterhouse & Co. Bangalore LLP Internal auditorshave been engaged for preparing Risk & Control Matrices for various processes as apart of Internal financial control framework.

In the opinion of the Board there has been no identi3 cation of elements of risk thatmay threaten the existence of the Company.

Nature of business

There has been no change in the nature of business of the Company. However updatesregarding new projects undertaken by the Company and its subsidiary companies are asunder:

During the year Dabur India Limited has launched a new premium natural baby care brand`Dabur Baby` which shall have a range of baby care products.

Asian Consumer Care Pakistan Pvt. Ltd. (Pakistan) has entered into Baby Care and OralCare Category via brands "DermoViva

Baby" and "Dabur Red Toothpaste" respectively. The execution started inKarachi Lahore and Islamabad during later part of the third quarter of FY 2015-16.

Dabur Pakistan (Pvt.) Limited (Pakistan) incorporated during the FY 2015-16 forthe business of Digestive Category in Pakistan started its commercial operations inOctober 2015.

Dabur Tunisie (Tunisia) has started the production of Fresh Gel Toothpaste during FY2015-16.

Further updates regarding operational performance and projects undertaken by thesubsidiary companies can be referred in the report on performance and financial positionof subsidiaries presented elsewhere in this report.

Subsidiaries

During the year Dabur Pakistan (Pvt.) Limited incorporated in Pakistan has become ourstep down subsidiary company upon issuance of shares by the said company to our existingwholly owned subsidiary- Dabur International Limited.

Pursuant to Section 129 (3) of the Companies Act 2013 and Accounting Standard- 21issued by the Institute of Chartered Accountants of India Consolidated FinancialStatements presented by the Company include the financial statements of its subsidiaries.

Further a separate statement containing the salient features of the financialstatements of subsidiaries of the company in the prescribed form AOC-1 has been disclosedin the Consolidated Financial Statements.

In terms of provisions of Section 136 of the Companies Act 2013 the Company shallplace separate audited accounts of the subsidiary companies on its website atwww.dabur.com. The Company will make available physical copies of these documents uponrequest by any shareholder of the Company/ subsidiary interested in obtaining the same.

These documents shall also be available for inspection at the registered office of theCompany during business hours up to the date of ensuing AGM.

Report on the performance and financial position of Subsidiaries Associates and JointVenture Companies

Pursuant to Section 134 of the Companies Act 2013 and Rule 8(1) of the Companies(Accounts) Rules 2014 the report on performance and financial position of subsidiariesassociates and joint venture companies included in the Consolidated Financial Statementsis attached as `Annexure 6` which forms part of this report.

Information in this respect can also be referred in form AOC-1 which has been disclosedin the Consolidated Financial Statements.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 the details of Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo are attached as `Annexure 7` which formspart of this report.

Environmental Health and Safety (EHS) Review

Details with respect to Environmental Health and Safety (EHS) review are attached as`Annexure 8` which forms part of this report.

Details of policy developed and implemented on Corporate Social Responsibilities (CSR)initiatives

The Company has in place a CSR policy in line with Schedule VII of the Companies Act2013. As per the policy the CSR activities are focused not just around the plants ando3ces of the Company but also in other geographies based on the needs of the communities.The four focus areas where special Community Development programmes are run are:

1. Eradicating hunger poverty and malnutrition.

2. Promoting Health care including preventive health care.

3. Ensuring environmental sustainability.

4. Employment and livelihood enhancing vocational skills and projects.

The annual report on CSR activities is furnished in `Annexure 9` which forms part ofthis report. Apart from this the Company also releases a detailed Business ResponsibilityReport which shall be available on its website www.dabur.com.

Change in Capital Structure and Listing of Shares

The Company’s shares are listed on the National Stock Exchange of India Limited(NSE) Bombay Stock Exchange Limited (BSE) and Metropolitan Stock Exchange of IndiaLimited (MSEI) and are actively traded.

In the year under review following shares were allotted and admitted for trading inNSE BSE and MSEI.

• Equity shares allotted against the options exercised by employees pursuant toEmployees Stock Option Scheme of the Company are:

t_ 308180 equity shares allotted on May 13 2015. t_ 269250 equity shares allotted onAugust 24 2015. t_ 2051750 equity shares allotted on September 21 2015.

Extract of Annual Return

The extract of Annual Return as on March 31 2016 in the prescribed Form No. MGT-9pursuant to Section 92(3) of the Companies

Act 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014is attached as `Annexure 10` and forms part of this report.

Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013

Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars of loansguarantees or investments under Section 186 of the Act as at the end of the Financial Year2015-16 are attached as ‘Annexure 11’ which forms part of this report.

Contracts or arrangements with related parties under Section 188(1) of the CompaniesAct 2013

With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were in the ordinary course of business and on an arm’slength basis.

During the year the company had not entered into any contract or arrangement withrelated parties which could be considered ‘material’ (i.e. transactionsexceeding ten percent of the annual consolidated turnover as per the last auditedfinancial statements entered into individually or taken together with previoustransactions during the financial year) according to the policy of the Company onmateriality of Related Party Transactions. Accordingly there are no transactions that arerequired to be reported in form AOC-2.

However you may refer to Related Party transactions as per the Accounting Standardsin Note No.55 of the Standalone Financial Statements.

Disclosure on Audit Committee

The Audit Committee as on March 31 2016 comprises of the following IndependentDirectors:

Mr. P. N. Vijay (Chairman) Mr. R. C. Bhargava Dr. S. Narayan Dr. Ajay Dua and Mr. S.K. Bhattacharyya as members. For more details thereof kindly refer to the section`Committees of the Board - Audit Committee’ in the Corporate Governance Report.

All recommendations of Audit Committee were accepted by the Board of Directors.

Disclosure on Deposit under chapter V

The Company has neither accepted nor renewed any deposits during the Financial Year2015-16 in terms of Chapter V of the Companies Act 2013.

Disclosure on Vigil Mechanism

The Company has established a vigil mechanism through which directors employees andbusiness associates may report unethical behavior malpractices wrongful conduct fraudviolation of Company’s code of conduct without fear of reprisal. The Company has setup a Direct Touch initiative under which all Directors employees business associateshave direct access to the Chairman of the Audit committee and also to a three-memberdirect touch team established for this purpose. The direct touch team comprises one seniorwoman member so that women employees of the Company feel free and secure while lodgingtheir complaints under the policy. Further information on the subject can be referred toin section `Disclosures` - Whistle-Blower Policy / Vigil Mechanism of the CorporateGovernance Report.

Disclosure under Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013

At Dabur all employees are of equal value. There is no discrimination betweenindividuals at any point on the basis of race colour gender religion politicalopinion national extraction social origin sexual orientation or age.

At Dabur every individual is expected to treat his/her colleagues with respect anddignity. This is enshrined in values and in the Code of Ethics & Conduct of Dabur. TheDirect Touch (Whistle-Blower & Protection Policy) policy provides a platform to allemployees for reporting unethical business practices at workplace without the fear ofreprisal and help in eliminating any kind of misconduct in the system. The policy alsoincludes misconduct with respect to discrimination or sexual harassment.

The Company also has in place `Prevention of Sexual Harassment Policy`. ThisAnti-Sexual Harassment policy of the Company is in line with the requirements of TheSexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act2013. All employees (permanent contractual temporary and trainees) are covered underthis policy.

An Internal Complaints Committee (ICC) is in place to redress complaints receivedregarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed offduring the year: t_ No. of complaints received: Nil t_ No. of complaints disposed off : NA

Significant and material orders passed by the Regulators or Courts or Tribunalsimpacting the going concerns status and company`s operations in future

The Company has not received any Significant or material orders passed by anyregulatory Authority Court or Tribunal which shall impact the going concern status andCompany`s operations in future.

Industrial Relations

The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting e3 orts of employees have enabled the Company toremain at the leadership position in the industry. It has taken various steps to improveproductivity across organization.

Acknowledgements

Your Directors place on record their gratitude to the Central Government StateGovernments and Company’s Bankers for the assistance co-operation and encouragementthey extended to the Company. Your Directors also wish to place on record their sincerethanks and appreciation for the continuing support and unstinting e3 orts of investorsvendors dealers business associates and employees in ensuring an excellent all aroundoperational performance.

For and on behalf of the Board
DR. ANAND C BURMAN
Place: New Delhi Chairman
Date : April 28 2016 DIN: 00056216

Auditors’ Report on Corporate Governance

To

The Members of Dabur India Limited

We have examined the Compliance of conditions of Corporate Governance by Dabur IndiaLimited for the year ended March 31 2016 as stipulated in the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

The compliance of conditions of Corporate Governance is the responsibility of theManagement. Our examination is limited to procedures and implementation thereof adoptedby the Company for ensuring the compliance of the conditions of Corporate Governance. Itis neither an audit nor an expression of opinion on the Financial Statements of theCompany.

In our opinion and to the best of our information and according to the explanationsgiven to us we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

We state that all investor grievances were redressed within 30 days of lodgement ofgrievance and as on 31.03.2016 no investor complaint is pending against the Company as perthe records maintained by the Stakeholders Relationship Committee. We further state thatsuch compliance is neither an assurance as to the future viability of the Company nor thee3ciency or effiectiveness with which the Management has conducted the a3airs of theCompany.

For G. BASU & CO.
Chartered Accountants
(FRN- 301174E)
S Lahiri
Place: New Delhi Partner
Date : April 28 2016 Membership No. 51717

Policy on Appointment of Board Members

Constitution & Size • The Chairman should be elected by the Board and should be Non-Executive
Members • Not more than 4 nominees from the Promoter’s family including Chairman
• Chairman
• Promoter Family nominee(s) The skill pro3le of Independent Board Members will be driven by the key tasks de3ned by the Board for them
• Executive Members
• Independent Members • Independent Corporate Governance
Pro3le
• Monitoring Performance Management Development &
• Board should ideally comprise of 12 Members Compensation
• 50% of Members should be Independent • Control & Compliance

Skill pro3le of Independent Board Members (multiple skills could be combined in oneindividual)

Criteria for Determining Independence of a Director

1. Should be a person of integrity and possesses relevant expertise and experience.

2. Should be a person other than a Managing Director or Whole Time Director or NomineeDirector.

3. Should neither be nor have been a Promoter of the Company or its holding subsidiaryor associate Company.

4. Should not be related to Promoters or Directors in the Company its holdingsubsidiary or associate Company.

5. Apart from receiving sitting fees should have or had no pecuniary relationship withthe Company its holding subsidiary or associate Company or their Promoters orDirectors during the two immediately preceding financial years or during the currentfinancial year.

6. None of his/her relatives should have or had any pecuniary relationship ortransaction with the Company its holding subsidiary or associate Company or theirPromoters or Directors amounting to two percent or more of its gross turnover or totalincome or 3 fty lakh rupees or such higher amount as may be prescribed whichever islower during the two immediately preceding financial years or during the currentfinancial year.

7. Neither himself nor any of his relatives -

- holds or has held the position of a Key Managerial Personnel or is or has been anemployee of the

8. Should not be less than 21 years of age.

9. Shall possess such other quali3 cations as may be prescribed.

10. Shall not serve as Independent Director in - more than 7 listed companies;

- more than 3 listed companies (if serving as a Whole Time Director in any listedCompany).

Remuneration Policy

1. Objective :

We design our remuneration policy to attract motivate and retain the Directors KMPand other employees who are the drivers of organization success and helps us to run theCompany successfully and to retain our industry competitiveness. Pay mix is designed tore3ect the performance and is aligned to the long term interest of the shareholders.

2. Policy :

Remuneration Design and Mix a. Total Fixed Pay: Enable us to attract retain anddevelop the talent we need to succeed

1. Is competitive with leading companies where we recruit for talent.

2. Reinforces roles and accountabilities.

3. Is 3exible and supportive of our organization’s growth.

4. Is responsive to speci3c market pressures in terms of getting key talent from themarket.

5. Provides salary Management guidelines so that decisions are made with con3denceintegrity and speed.

b. Short term Incentive Plans (one year) : Create a process to e3ectively reward peoplefor their contributions to the success of the Company in the short term

1. Utilizes Company business unit/ department and individual- based metrics based onthe principle of line of sight and impact.

2. Is supported by clear frequent communication and simple tools to administer.

c. Long term Incentive Plans in form of performance based ESOP: Enable us to attractand retain key talent and create a process to e3ectively reward key talent for theircontributions to the long term success of the Company

1. A signi3cant portion of the key talent compensation delivered through restrictedESOP Plans with retention expectations in place to ensure alignment of the Executiveinterest with those of shareholders.

2. Utilizes Company and business unit/department based metrics which are necessary forlong term business sustenance and share holder wealth creation.

3. Utilizes measures that are clear strategically focused and easily supported by oursystems.

4. Provides suitable rewards to the performer consistent with our strategy andreinforce our culture.

5. Helps to make our pay competitive with leading companies where we recruit fortalent.

d. Benefits: Provide programs that meet people’s needs and are cost e3ective andutilize Innovative programs that make us distinctive as an organization

1. Be competitive with companies of our size and where we compete for talent.

2. Provide benefits that are truly meaningful to people supported by highly e3ectivecommunication and easy administrative support.

3. Provide benefits services or events that will make us distinctive in themarketplace and consistent with our culture and values.

4. Provide benefits that are cost e3ective from both an individual and a Companyperspective.

e. Recognition: Utilize e3ective practices that are supported by innovative programsthat reinforce our desired culture and make us a special place to work

1. Reinforces individual and team’s behaviour that makes us more competitivee3cient and important to our customers.

2. To create more employee touch points and recognition on formal and informal basis.

3. Utilize a variety of programs events and activities that keep the process exciting.

f. Annual Performance Linked Enhancement that recognizes the performance of theresource keeping in view the achievement of organizational goals and Departmental goals.g. Remuneration to Independent Directors:

1. Sitting Fee as approved by the Board.

2. Travel Cost and other out of pocket expenses for attending the Board & CommitteeMeetings.

3. No Stock options.

Tools for an e3 ective Remuneration Policy implementation:

1. Remuneration Benchmark studies

2. Compilation of Live data while recruiting talent

3. Talent attrition studies

4. Benchmarking with Best Industry Practices

5. Participation in various forums

Annexure 4

Details under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

3Rule Particulars

(vii) Variations in the market capitalization of the 3Financial Year• Closingshare• Market• #Price Company price earnings ratio as at theclosing• ended Price (NSE) capitalization Earning date of the current Financial Yearand previous• Ratio Financial Year and percentage increase over 31.03.2016 249.9043960.94 Crs. 35.02 decrease in the market quotations of the shares of the Company incomparison to the 31.03.2015 265.55 46644.18 Crs. 43.66 rate at which the Company came outwith the last public o3er.

#[on the basis of consolidated financial statements]

Closing share price as on 31st March 2016 was 249.90. Dabur’s o3er price duringits public issue in 1993 was 95. Considering the stock split and bonus shares issued byDabur from time to time the adjusted o3er price of public issue in 1993 is 1.58.

(viii) Average percentile increase already made in the salaries The average %managerial increase has been 12% while for of employees other than the managerialpersonnel in the others it is about 11.8%.This is based on Remuneration policy lastFinancial Year and its comparison with the percentile of the Company that rewards peopledi3erentially based on increase in the managerial remuneration and justi3cation theircontribution to the success of the Company and also thereof and point out if there are anyexceptional ensures that external market competitiveness and internal circumstances forincrease in the managerial remuneration. relativities are taken care of.

% Increase in % Increase in % Increase % Increase
(ix) Comparison of the each Name of the KMP remuneration of the Key
Managerial Personnel against the performance of the Company. Remuneration in 2015 -16 as compared to Net Sales in 2015 -16 as compared to in PAT 2015 -16 compared in in EBIDTA in as 2015 -16 as to compared
2014 -15 2014 -15 2014 -15 to 2014-15
Mr. Sunil Duggal CEO 13% 5.92% 23.20% 20.35%
Mr. P.D. Narang WTD 13% 5.92% 23.20% 20.35%
Mr. Lalit Malik CFO 14.96% 5.92% 23.20% 20.35%
Mr. Ashok Kumar Jain

12.95%

5.92%

23.20%

20.35%

VP (Fin.) & CS

(x) The key parameters for The key parameters are: a) Net Sales b) PAT c) EBIDTA d)Net Operating Cash Flow any variable component of from Business remuneration availed bythe Directors.

(xi) The ratio of the remuneration of None the highest paid Director to that 3 of theemployees who are not Directors but receive remuneration in excess of the highest paidDirector during the year.

(xii) It is hereby a3rmed that the remuneration is as per the Remuneration Policy ofthe Company.

*Shares allotted under ESOP Scheme of the Company have not been included.

Secretarial Audit Report

for the Financial Year ended March 31 2016

The Members Dabur India Limited

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Dabur India Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our veri3 cation of the Company’s books papers minute books forms andreturns 3 led and other records maintained by the Company and also the informationprovided by the Company its Officers agents and authorized representatives during theconduct of secretarial audit We hereby report that in our opinion the Company hasduring the audit period covering the Financial Year ended on March 31 2016 complied withthe statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter. We have examined the books papers minute books formsand returns 3 led and other records maintained by Dabur India Limited ("theCompany") for the Financial Year ended on March 31 2016 according to the provisionsof:

i. The Companies Act 2013 (the Act) and the rules made thereunder. ii. The SecuritiesContracts (Regulation) Act 1956 (‘SCRA’) and the rules made thereunder. iii.The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder to theextent of Regulation 55A. iv. Foreign Exchange Management Act 1999 and the rules andregulations made thereunder to the extent of Foreign Direct Investment Overseas DirectInvestment and External Commercial Borrowings. v. The following Regulations and Guidelinesprescribed under the Securities and Exchange Board of India Act 1992 (‘SEBIAct’):- a. The Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers) Regulations 2011; b. The Securitiesand Exchange Board of India (Prohibition of Insider Trading) Regulations 2015; c. TheSecurities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations 2009; d. The Securities and Exchange Board of India (Share Based employeeBenefits) Regulations 2014; e. The Securities and Exchange Board of India (Issue andListing of Debt Securities) Regulations 2008; Not Applicable f. The Securities andExchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations1993 regarding the Companies Act and dealing with client to the extent of securitiesissued; g. The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and - Not Applicable h. The Securities and Exchange Board of India(Buyback of Securities) Regulations 1998; Not Applicable vi. The other laws as informedand certified by the

Management of the Company which are specifically applicable to the Company based ontheir sector/ industry are:

1. Forest Conservation Act 1980.

2. Insecticides Act 1968.

3. Biological Diversity Act 2002.

4. Drug & Cosmetics Act 1940.

5. Food Safety and Standards Act 2006.

6. National Green Tribunal Act 2010.

We have also examined compliance with the applicable clauses/Regulations of thefollowing: i. Secretarial Standards issued by The Institute of Company

Secretaries of India and e3 ective from 01.07.2015. ii. The Listing Agreements enteredinto by the Company with

National Stock Exchange of India Limited BSE Limited and Metropolitan Stock Exchangeof India Limited / SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 e3 ective from 01.12.2015.

During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations Guidelines Standards etc. mentioned above. We furtherreport that The Board of Directors of the Company is duly constituted with proper balanceof Executive Directors Non-Executive Directors and Independent Directors. The changes inthe composition of the Board of Directors that took place during the period under reviewwere carried out in compliance with the provisions of the Act. Adequate notice is given toall Directors to schedule the Board Meetings agenda and detailed notes on agenda weresent in advance and a system exists for seeking and obtaining further information andclari3cations on the agenda items before the meeting and for meaningful participation atthe meeting. All decisions at Board Meetings and Committee Meetings are carried outunanimously as recorded in the minutes of the meetings of the Board of Directors orCommittee of the Board as the case may be.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period no speci3c events / actions took placehaving a major bearing on the Company’s a3airs in pursuance of the above referredlaws rules regulations guidelines standards etc.

For Chandrasekaran Associates
Company Secretaries
Rupesh Agarwal
(Partner)
Place: New Delhi Membership No. A16302
Date : April 28 2016 Certi3cate of Practice No. 5673

Note: This report is to be read with our letter of even date which is annexed asAnnexure A and forms an integral part of this report.

Annexure A to the Secretarial Audit Report

The Members

Dabur India Limited

1. Maintenance of secretarial record is the responsibility of the Management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theveri3cation was done on the random test basis to ensure that correct facts are re3ected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not veri3ed the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of Management. Our examination was limited tothe veri3cation of procedures on the random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the e3cacy or effiectiveness with which the Management has conductedthe a3airs of the Company.

For Chandrasekaran Associates
Company Secretaries
Rupesh Agarwal
(Partner)
Place: New Delhi Membership No. A16302
Date : April 28 2016 Certi3cate of Practice No. 5673

Report on the performance and financial position of Subsidiaries Associates and JointVenture Companies is as under:

Kindly refer to Note No. 49 in Consolidated Financial Statements for financialinformation on Assets Liabilities Turnover Profits etc.

1. H & B Stores Ltd. India (subsidiary)

The Company operates its specialized beauty retail business under the brand‘NewU’. These stores o3er a wide range of beauty and personal care products andare located in premium high footfall malls and markets. NewU o3ers a unique blend ofdomestic & international brands. Its stores are spread pan India and the store countat the end of FY 2015-16 stood at 74.

While mostly the stores are Company operated Company has also franchised stores whichare operated by entrepreneurs where products are provided by the Company. Company alsooperates online through its own portal www.newu.in and various other e-commerce websites.Company has also focused on its own private labels and exclusive international labelswhich have good opportunity for growth.

2. Dermoviva Skin Essentials Inc. USA (subsidiary)

Dermoviva operates in the hair care market for ethnic African population throughNamaste Laboratories LLC.

3. Dabur International Ltd. UAE (subsidiary)

The principle business activity of the Company is distribution of FMCG products.

The Company’s sales have grown by 5% in spite of geopolitical tensions and adverseimpact due to foreign exchange actuations in various African countries. Key growth marketswere mainly UAE 12% Oman 15% and Morocco 40%. Brands contributing to sales growth areVatika Enriched Hair Oil 10% Herbal Tooth Paste 22% and Dermoviva Skin Care 50%. In termsof portability EBITDA margins are at 21% same as previous year and Profit after tax grewby 5% to AED 138 million.

4. Naturelle LLC UAE (subsidiary)

Naturelle LLC located at Ras al Khaimah (RAK) is the manufacturing arm of DaburInternational Ltd. During the year the RAK plant’s capacity was enhanced from 44500MT to 51000 MT per annum. New manufacturing and packing facilities were set up for HennaHair Colours and Namaste products. In addition new packing lines for Shampoo ToothpasteSkin Cream and Mouthwash have been installed and commissioned.3 Various process andautomation initiatives have been implemented in RAK during the year to optimize manpowerrequirement and improve productivity.

5. Dabur Egypt Ltd. Egypt (subsidiary)

Dabur Egypt Ltd. is engaged in the manufacturing and marketing of fast moving consumergoods in Hair Care Skin Care and Oral Care categories. The Company is a market leader inHair oils & Hair cream categories in Egypt. It is operating through its State of theart manufacturing facility at 10th of Ramadan City with an investment of more than 100million EGP. It is an ISO compliant Company with state of the art quality lab. WarehouseManagement system (WMS) has been implemented by the Company during the FY 2015-16. Thetotal employee strength is around 520 which includes 400 Workers and 120 Sta3 Members.

At the time when economy is going through a challenging phase politically andeconomically the Company has managed to achieve turnover of EGP 387 million in the FY2015-16 (PY EGP 343 million). Profit after tax for FY 2015-16 EGP 54 million (PY EGP 42million).

6. African Consumer Care Ltd. Nigeria (subsidiary)

The Company is engaged in the business of manufacture and marketing of ToothpasteSoaps Toilet Cleaner etc. and in the trading business of Mosquito Repellent Cream.

To built platform for the future growth the Company entered into Baby Care and OralCare Category by launching brands "DermoViva Baby" and "Dabur RedToothpaste" respectively. The execution started in Karachi Lahore and Islamabadduring later part of the third quarter. The launches were very well received by trade andconsumer off take is building over time.

9. Dabur Pakistan (Pvt.) Limited Pakistan (subsidiary)

The year 2015-16 was the 3rst year of commercial operations which started w.e.f. 1stOctober 2015. The Company was incorporated to continue business in Digestive Categoryincluding Hajmola in Pakistan.

Due to absence of Hajmola competition gained grounds into the market hence in order torestore the market share and to built platform for the future growth the Company launched"Dabur Hazmazza" to provide additional choice to the consumer/customer in themarket. The launch has been very well received by trade and consumers and off take isincreasing progressively.

10. Asian Consumer Care Pvt. Ltd. Bangladesh (subsidiary)

The principal activity of the Company is to manufacture and market Hair Oil ShampooToothpaste Honey and other products. The Company had commenced commercial production inFY 2014-15 at its new green 3eld plant at Dhamrai on the outskirts of Dhaka whileoperations at Narayongonj and Manikgonj were successfully closed down.

During the FY 2015-16 the Company has commenced commercial production of Odofresh at3P manufacturing location on the outskirts of Dhaka. Major focus for this year was ondistribution expansion. As per Nielson Data the coverage of our products has increasedfrom 1.15 lacs to 1.45 lacs outlets.

For FY 2015-16 the turnover of the Company was Taka 129 crore as against Taka 119crore in the PY Profit after tax has grown to Taka 11.21 crore as against Taka 6.67 crorein the PY.

The Company expects business performance to further improve during FY 2016-17 basisincrease in distribution and stability of Socio Economic Conditions in the Country.

11. Hobi Kozmetik 3malat Sanayi ve Ticaret Anonim Sirketi

Turkey (subsidiary)

Hobi Kozmetik is a Market leader in Liquid Soap and Hair Gel categories and exports to55 countries. It holds more than 30% of Hair Gel market of Turkey and is recognized asleading producer in cosmetics sector in its geography.3 Its product list includes morethan 190 personal care and cosmetics products in the categories like Hair Gels HairSprays Mousses Hair Shapers Hair Conditioners Shampoos Hair Care Complexes BodyCreams Hand and Body Lotions Body Shampoos Liquid Hand Soaps Shampoo and ConditionerHobby Gel and Hair Shaper Series Hobby Hand and Skin Care Series and Hobby Liquid Soap.

During FY 2015-16 Sales of the Company was 82.93 million TL (PY 73.71 million TL) andLoss was (1.49) million TL (PY 1.01 million TL).

12. Ra Pazarlama Limited 3irketi Turkey (subsidiary)

It markets the products that are produced by Hobi Kozmetik.

During FY 2015-16 Sales of the Company was 65.27 million TL (PY 59.47 million TL) andProfit after tax was 2.45 million TL (PY 2.03 million TL).

13. Dabur Lanka Pvt. Ltd. Sri Lanka (subsidiary)

The Company has set-up a state of art Tetra Pak manufacturing facility at YakadagalaEstate Kotadeniyawa SriLanka.PrincipalactivityoftheCompanyistomanufacture fruit juices/beverages utilizing imported fruit concentrates/ pulp and purees for export. These areprocessed and packed in Tetra cartons for export to India and other countries. The Companyhas an allowance to sell up to 10% of the volume of the output to the local Sri Lankamarket. FY 2015-16 being the 3rd year after commercial production marked successfulimplementation of 200 ml line and introduced 200 ml pack in local market and exported toDabur India Ltd. The Company has manufactured 18.8 lac cases of 1 lt. and 3.07 lac casesof 200 ml with an annualized Capacity utilization of 55% for 1 lt. and 24% for 200 ml.

Total sales of the Company during the FY 2015-16 were LKR 226.26 crore vs. LKR 85.55crore in the previous year with a growth of 164% Profit after tax was LKR 3.07 crore Vs.LKR (13.6) crore in the previous year.

14. Namaste Laboratories LLC USA (subsidiary)

The Company is engaged in the business of manufacture marketing and distribution ofhair and other personal care products.

The North America business grew by 15% due to launch of new product developments alongwith increase in distribution network. Overall performance of International

Region (Europe Middle East and Sub Sahara Africa) is almost 3 at. The Company isfacing challenges in SSA Region due to sharp currency devaluation in all key markets andto mitigate this risk the Company is planning to manufacture locally.

North American market continues to be driven by new naturals segment. Key growthdrivers for North America market were the Olive Oil Styling products Curls Unleashed andMonoi Oil brand. These brands which appeal to the new Naturals consumer accounted forSignificant part of the growth in FY 2015-16. The Company plans to expand the portfoliowith these growth drivers and additional natural platforms in FY 2016-17 to continue tomeet the needs of the new natural consumer.

15. Namaste Cosmeticos Ltda. Brazil (subsidiary)

The Company’s principal activities is to import export manufacture market anddistribute personal hygiene products and cosmetics directly or through third parties.

The Company is in the process of winding up. Sales were Nil in FY 2015-16. OverheadsCosts are $11k for FY 2015-16.

16. Urban Lab International LLC USA (subsidiary)

The Company is engaged in the business of the manufacture marketing and distributionof hair and other personal care products. Urban Labs South Africa performance has beendriven by Relaxers & Sheen Spray.

17. Hair Rejuvenation & Revitalization Nigeria Ltd. Nigeria

(subsidiary)

The principal business activity is to engage in the business of the manufacturemarketing and distribution of hair and other personal care products.

The Company is non-operational for the time being and sales were Nil in FY 2015-16.

18. Healing Hair Lab International LLC USA (subsidiary)

The entity is a non-operating Company.

19. Dabur (UK) Ltd. UK (subsidiary)

The main activity of the Company is making investments.

20. Dabur Consumer care Pvt. Ltd. Sri Lanka (subsidiary)

Principal activities of the Company include importing distributing and dealing in alltype of consumer care products such as Health Care Home Care Hair Care and Personal Careto the local market. FY 2015-16 being the 3rd year of Commercial activites achieved goodgrowth in import and trade of key brands like Honey Odonil Blocks Odonil Spray HairOils- Amla Almond and Vatika Sanifresh and Vatika Shampoo. During the year Company hasalso introduced Red Toothpaste in local market.

Total revenues of the Company during the year were LKR 7.4 crore as against LKR 4.72crore in the previous year with a growth of 56.78%.

21. Dabur Tunisie Tunisia (subsidiary)

The Company is a 100% export oriented Company having its manufacturing plant in theindustrial zone of Enfidha in the province of Sousse Tunisia. It is presentlymanufacturing Miswak Herbal toothpaste and Miswak Fresh Gel Toothpaste for North AfricanMarket (Algeria and Morocco). Approval from local authorities has been obtained to selllocally in Tunisia as well. Existing capacity of the Company is 10000 cases per month.Sales in the FY 2015-16 was TND 5.72 million as against TND 1.52 million in the previousyear Profit after tax was TND 0.26 million as against TND (0.37) million in the previousyear.

22. Forum I Aviation Pvt. Ltd. India (Joint Venture)

The Company was founded in 2005 as an air charter Company and it primarily operates inaviation sector. It is working with existing 3 eet of two aircrafts viz. Hawker 800XP(VT-FAF) & Hawker 850XP (VT-KNB). The Company have five pilots and two cabin crew forensuring uninterrupted 3 ying to the customers.

The income from operations (including income from recovery of fixed expenses) duringthe year is 2528.13 lacs as against 3345.85 lacs in the previous year. The Company made aProfit before tax of 55.23 lacs as against the Profit of 539.93 lacs in the previous year.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

A. Conservation of energy:

i. The steps taken or impact on conservation of energy:

A number of energy conservation techniques were initiated and successfully implemented.Some of the key initiatives undertaken in the manufacturing units were as follows-

• Reduction in Power and Fuel consumption at factory locations through

• Improvement in power factor upto 99%.

• Reduction in steam consumption by process improvement by 10%.

• Wet bulb sensor 3tted at cooling tower for e3ciency monitoring.

• Installation of energy e3cient lighting 3xtures.

• LED/ Solar lights & transparent sheets installed in plants.

• Incorporation of steam Condensate recovery system to recycle condensaterecovered after steam usage.

• Replacement of HSD Fuel Boiler with the Briquette Fuel Boiler.

• Installation of economizer in Boilers.

• Reduction in water consumption through reuse of ETP treated water for roadcleaning and 3ushing.

• Additional Investment of 31 lacs was done for the reduction of energyconsumption.

• The energy conservation measures taken during the year have resulted into anyearly saving of approximately 60 lacs and thereby lowered the cost of production.

• These measures have also led to better pollution control reduced the impact onenvironment reduced maintenance time and cost improved hygienic condition andconsistency in quality and improved productivity. ii. The steps taken by the Company forutilizing alternate sources of energy :-

• Generation of Steam by briquette and in-house waste of dry herbs.

• Usage of Solar Street lights replacing traditional street lights at variousplants. iii. The capital investment on energy conservation equipments:-

• An amount of 16.90 lacs was incurred towards capital investment on energyconservation equipments during the Financial Year 2015-16.

B. Technology Absorption:

i. The e3orts made towards technology absorption

• SS Horizontal conveyor for feeding of Green Amla provided to remove rotten amla– Katni Unit

• Economizer for boiler provided – Katni Unit

• Successfully installed Flow Wrap Machine for packing of shampoo sachet throughautomated 3ow wrap in place of manual poly bags at Pantnagar Unit.

• Machine trials completed successfully for new technology of Auto Dangler PackingMachine - for Red Tooth Paste at Pantnagar Unit.

• Installed Automatic Hydraulic Tableting Machine for Odonil with reduction innoise level & safe operation at Baddi unit.

• Hajmola Sachet machine modernized with mounting of Photo Electric Sensors toavoid 3lling of less tablet inside the sachets (Baddi Unit).

• Wet bulb sensor 3tted at cooling tower for e3ciency monitoring (Baddi Unit).

• Silvasa Unit- In Odomos Line Cartonator and Auto- Collator has been installed.In Toothpaste line 180 tubes/ minute line has replaced the 100 tubes/ minute line. ii.Benefits derived like product improvement cost reduction product development importsubstitution.

• 1.51 lacs incentive given by M.P. Electricity Board as a Power Factorimprovement incentive for Katni Unit.

• Estimated per case savings for Shampoo Flow wrap machine is approx. 5.89approximate annualized savings is 35 to 40 lacs (Pantnagar unit).

• Silvasa Unit- Installation of Cartonator and Auto-Collator in Odomos line hasreduced manpower requirement by 13 numbers per shift. In Toothpaste line production hasincreased by 50cs / shift. Consequently productivity has improved which has led toreduction in overhead costs.

• Wastage reduction at Silvassa unit- Automation of cartonator and auto-collatorhas improved the productivity and wastage of Odomos bulk has reduced from 2.02% to 1.70%.iii. In case of imported technology (imported during the last 3 years reckoned from thebeginning of the financial year):

The details of technology imported : Nil
The year of import : Not Applicable
Whether the technology been fully absorbed : Not Applicable
If not fully absorbed areas where absorption has not taken place and the reasons thereof : Not Applicable
iv. The expenditure incurred on Development: Research and

• An expenditure of 26.58 Crores was incurred towards Research and Developmentduring the Financial Year 2015-16.

C. Foreign Exchange earnings and outgo:

The Foreign Exchange earned in terms of actual in3 ows during the Financial 2015-16:188.20 crores.

The Foreign Exchange outgo in terms of actual out3 ows during the Financial 2015-16:153.01 crores.

Environmental Health and Safety (EHS) Review

Environment

In continuation to achieve best environmental pollution control measures on 3R’s(Reduce Reuse & Recycle) philosophy 3 rst time in `FMCG’ e3 uent treatmenttechnology Dabur India Ltd. has implemented "Acidi3 cation Reaction System" byadding special bio-culture tank called "Acidogenic Bacteria Tank" with the helpof in-house technical team. This has delivered a drastic improvement in COD (ChemicalOxygen Demand) /BOD (Biological Oxygen Demand) /Solids /Color results.

Day by day government policies are becoming stringent towards reducing environmentalimpacts on our natural resources. Dabur is committed to achieve the motive by implementingbest technology Management programs through a combination of energy water conservationminimize air emissions rainwater harvesting and solid waste recycling. All units of Daburare complying with zero liquid discharge system have minimized usage of petroleumproducts by modifying boilers into bio-fuel boilers. There has been a drastic reduction inair emissions.

Ground water is one of the major source of water for us. But Dabur is committed forSignificantly conserving the resource by installing water e3 cient technology in processwith best e3 uent treatment system like Reverse Osmosis plants to utilize back treatedwater into system. Also Dabur recharges

100% roof-top rain water via Rain water harvesting pits back to the ground. Towardsother environmental focus areas the Company has greatly reduced raw water consumption(water 31 Lts/Mt of Production) e3 uent generation (0.5 Kiloliter/ MT of production)solid-waste generation (25 kg/ MT of production) hazardous waste generation (0.04 Kg/ Mtof production) reduction in GHG emissions (Green House • generation Gases) CO2emission 0.01 Kg/MT of production SO2 0.003 kg/MT of production to reduce the overallimpact on our natural resources and environment.

Beside this all the manufacturing units have complied and are being monitored onlinefor all EHS related legal-statutory requirements laid by Government from time to time.

Dabur is in the process to receive Product Carbon Foot Print (PCF) Certi3 cate from TUVNORD for 3 products - Chyawanprash Honey and Real Juices. This is 3 rst time in Indiathat any Company is declaring their product carbon footprints.

Integration of ISO 9000:15000 ISO 14000:15000 & OHSAS under single IMS manual isone of the future roadmaps to achieve foundation of the overall health safety andenvironment framework at Dabur.

To ensure focused delivery on EHS activities Dabur has conducted quarterly EHS Meet atRudrapur with EHS

Improvement Plan at manufacturing level. Focus is more on building and engaged EHSculture where expectations are clear people are trained interventions are welcomed andconsequences are understood.

Safety

Towards Fire-Safety Dabur has ensured to achieve and maintain globally approvedFire-Safety Standards (i.e. FM/ UL approved). All units are in process to install bestfire/ smoke detection technology to get the information in-time in case of anyfire-incident. To mitigate such incident all units are 100% equipped 24x7 with dedicatedfire fighting cure team Members. Dabur EHS team identified all available fire hazards byconducting third party Fire-Safety audits/ HAZOP study/Risk Assessment studies and madeaction plan to close all finding from root level. Dabur is committed to building safetyculture within by implementing Behavior Based Safety system (BBS) Recording workplacehazards called SBO’s Conducting scheduled Fire-Safety Audits (in-house) adoptingon-line Work Permit System (WPS) Daily Toll-box talks Safety Committee meetings andinteraction with all associates Fire-safety Drills Safety Week celebration andcontinuous safety trainings to all concerns. All actions recommendations are beingrecorded and evaluated through online inbuilt software called "EHS ManagementTracking System" which is in place since last 3 years (earlier known as"Suraksha"). This system gives a major impact in reducing work placehazards/incidents and become incident free organization.

Dabur has always been aware of its responsibilities towards health safety andenvironment management and is in the process of further strengthening its currentresources.

Key Initiatives taken during the year are as follows:

- Done 47 number of third party Fire Safety Audits and implemented the recommendations.

- Identi3cation/ segregation/ isolation/ separate storage of all 3ammable chemicals asper petroleum classi3cation.

- Did HAZOP Study for highly 3ammable processes at Narendrapur Silvassa Alwar SkinCare- Baddi Jammu to identify process related gaps and their mitigation plan.

- Complete change in 3re-3ghting PPE’s as per IS standards.

- Done third party gap assessment for existing and required Fire Fighting installationsas per TAC/NBC guidelines and its implementation.

- Installation of Fire detection System as per international standards (UL/FM Global).

- Basic awareness training programs for 3oor level team Members on Flammable chemicalshandling usage of suitable PPE’s Safe operation of Fork Lifts etc.

- Inspection and upgradation of all Lightening Arrestors as per IS 15652.

- All FG/RM stores protected by providing Master Electric power supply On/O3 switch andbeing ensured by concern security after o3cer hours.

- Fire Brick wall provided for isolation in between RM Store & Production areas.

- Earth Pit and its continuity strengthen by third party monitoring.

- Adequate number of 3re exit doors provided in each unit for safe exit duringemergency.

- All lab 3ammable chemicals being stored in UL/FM approved 3re cabinets.

- To know electric power cables health procured Thermal Imaging Sensor at all majorlocations.

Health

Key Initiatives taken during the year are as follows:

- Occupational health system maintained and monitored.

- Employee’s medical 3tness & vaccination via external agency.

Annual report on CSR activities for the Financial Year 2015-16

1. A brief out line of the Company’s CSR policy including overview ofprojects or programs proposed to be undertaken and a reference to the web-link to the CSRpolicy and projects or programs

Our CSR Vision

Through sustainable measures actively contribute to the Social Economic andEnvironmental Development of the community in which we operate ensuring participation fromthe community and thereby create value for the nation.

Our CSR Mission

1. Ensuring socio-economic development of the community through different participatoryand need- based initiatives in the best interest of the poor and deprived sections of thesociety so as to help them to become SELF-RELIANT and build a better tomorrow forthemselves.

2. Ensuring environmental sustainability through ecological conservation andregeneration protection & re-growth of endangered plant species and promotingbiodiversity.

Projects or programmes proposed to be undertaken

t_ Eradicating Hunger Poverty & Malnutrition

• Sanitation Drive to prove easy access to toilet and sanitation facilities inrural households and schools as also to the urban poor.

• Supplementing nutrition needs of poor and needy through joint initiatives andprogrammes with local NGOs. t_ Preventive Health Care

• Programme to provide nourishment to kids from underprivileged sections of thesociety.

• Promotion of health awareness & immunity building initiatives.

• Healthcare awareness programme across rural and urban India to create awarenesson Malaria Dengue Cancer HIV-AIDS and any chronic disease.

• Oral hygiene and dental health camps in schools to build awareness about theneed for good oral care techniques and hygiene for overall health and well-being.

• Health care camps across the country to give the urban and rural poor access tosafe and reliable healthcare.

• Supporting health and wellness of people through Wellness Centre offeringtreatment as well as advice and medicines.

• Addressing Health Care needs of Poor & Needy through joint initiatives andprogrammes with local NGOs and ASHA workers. t_ Ensuring Environment Sustainability

• Environment sustainability programmes to protect endangered species of herbs& plants enhancing livelihood of farmers.

• Tree Plantation Drive across villages/area near our manufacturing units andbusiness locations.

Promotion of Solar Energy. t_ Employment Enhancing Vocational Skills Developmentthrough Vocational Training Centres; providing Bee3Keeping training t_ Promotion ofEducation through School Support Programme and Non3Formal Education Centres t_ PromotingGender Equality and Empowering Women through Adult Education Centres and Promoting SelfHelp Groups Web link: http://www.dabur.com/in/en-us/csr-be-the-change/csr-policy

2. The Composition of CSR Committee

CSR Committee consists of Dr. Ajay Dua (Chairman) & Mr. Sanjay Kumar BhattacharyyaIndependent Directors and Mr. P.D. Narang & Mr. Sunil Duggal Executive Directors.

3. Average net Profit of the Company for last three financial years

Profit before tax for last three financial years: 2014-15: 976.53 Crs. 2013-14: 861.33Crs. 2012-13: 749.67 Crs.

Average net Profit: 862.51 Crs.

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above)

17.25 Crs.

5. Detail of CSR spent during the financial year a. Total amount spend from(April 2015 - March 2016) 17.44 Crs. b. Amount unspent if any: Nil

FORM MGT 9

EXTRACT OF ANNUAL RETURN

as on the Financial Year ended on 31.03.2016

Pursuant to Section 92 (3) of the Companies Act 2013 and Rule 12(1) of the Company(Management & Administration ) Rules 2014

I REGISTRATION & OTHER DETAILS:

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of theCompany shall be stated•

III PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES

Sl No. Name & Address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of Shares Held Applicable Section of Companies Act 2013
1 H & B Stores Limited U74120DL2007 Subsidiary 100% 2(87)(ii)
8/3 Asaf Ali Road New Delhi -110002 India PLC163361
2 Dabur International Limited 12-14 Finch Road Douglas Isle of Man IM1 2 TT NA Subsidiary 100% 2(87)(ii)
3 Dabur (UK) Limited Trident Chambers P.O. Box 146 Road Town Tortola British Virgin Islands NA Subsidiary 100% 2(87)(ii)
4 Dabur Egypt Limited 10th of Ramadan A6 Industrial Area 39 Egypt NA Subsidiary 100% 2(87)(ii)
5 African Consumer Care Limited Plot B Olympic Street off Alakoso Avenue Amuwo-Odo3n Industrial Area Festac Town Lagos Nigeria NA Subsidiary 100% 2(87)(ii)
6 Naturelle LLC Emirates Link Road Al Jazeera Al Hamra Industrial Area P.O. Box No. - 6399 Ras Al Khaimah UAE NA Subsidiary 100% 2(87)(ii)
7 Hobi Kozmetik Imalat Sanayi Ve Ticaret Anonim Sirketi Saray Mah. Site Yolu Sk. N:5/4 Anel 33 Merkezi K:2/6 34768 mraniye - 3stanbul NA Subsidiary 100% 2(87)(ii)
8 Ra Pazarlama Limited Sirketi Saray Mah. Site Yolu Sk. N:5/4 Anel 33 Merkezi K:2/6-B 34768 mraniye - 3stanbul NA Subsidiary 100% 2(87)(ii)
9 Dabur Tunisie Lot No 606 Zl- En3 dha Sousse Tunisia NA Subsidiary 100% 2(87)(ii)
10 Dermoviva Skin Essentials INC 2711 Centerville Road Suite 400 Wilmington Delaware 19808 NA Subsidiary 100% 2(87)(ii)
11 Namaste Laboratories LLC 311 S. Wacker Drive Suite 4300 Chicago IL 60606 NA Subsidiary 100% 2(87)(ii)
12 Hair Rejuvenation & Revitalization Nigeria Ltd. 4 Laulupon Close OFF Ke3 Street S.W. Ikoyi Logos Nigeria. NA Subsidiary 100% 2(87)(ii)
13 Healing Hair Laboratories International LLC 2711 Centerville Road Suite 400 Wilmington DE 19808 NA Subsidiary 100% 2(87)(ii)
14 Urban Laboratories International LLC Corporation Service Company 2711 Centerville Rd. Suite 400 Wilmington DE-19808 NA Subsidiary 100% 2(87)(ii)
15 Namaste Cosmeticos Ltda Av. Bernardino de Campos No. 98 14th 3 oor Paraiso 04004-040 City of Sao Paulo State of Sao Paulo. NA Subsidiary 100% 2(87)(ii)
16 Dabur Lanka Private Limited Level 14 West Tower World Trade Centre Echelon Square Colombo - 1 NA Subsidiary 100% 2(87)(ii)
17 Dabur Consumer Care Private Limited Level 14 West Tower World Trade Centre Echelon Square Colombo - 1 NA Subsidiary 100% 2(87)(ii)
18 Asian Consumer Care Pakistan Private Limited D-25 Block 5 Clifton Karachi Pakistan NA Subsidiary 99.99% 2(87)(ii)
19 Asian Consumer Care Private Limited Baratia Sutipara 172 & 173 Kalampura Dhamrai Dhaka NA Subsidiary 76% 2(87)(ii)
20 Dabur Nepal Private Limited Rampur Tokani Bara Nepal NA Subsidiary 97.50% 2(87)(ii)
21 Dabur Pakistan Private Limited Plot No. D-25 Block 5 Clifton Karachi Pakistan NA Subsidiary 100% 2(87)(ii)
22 Forum I Aviation Private Limited U62200DL2004 Associate 19.99% 2(6)
505 G+5 Building Indira Gandhi Airport Opposite Domestic Airport Arrival Terminal - 1 New Delhi - 110037 India PTC131655

IV SHAREHOLDING PATTERN (Equity Share Capital Break up as percentage of total Equity)

• (i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % change during the year
A. Promoters
1. Indian
a) Individual/HUF 2156999 0 2156999 0.12 2126999 0 2126999 0.12 0
b) Central Govt.or State Govt. 0 0 0 0 0 0 0 0 0
c) Bodies Corporates 1194771150 0 1194771150 68.02 1195708682 0 1195708682 67.97 (0.05)
d) Bank/FI 0 0 0 0 0 0 0 0 0
e) Any other 0 0 0 0 0 0 0 0 0
SUB TOTAL:(A)(1) 1196928149 0 1196928149 68.14 1197835681 0 1197835681 68.09 (0.05)

 

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % change during the year
2. Foreign
a) NRI- Individuals 315000 0 315000 0.02 345000 0 345000 0.02 0
b) Other Individuals 0 0 0 0 0 0 0 0 0
c) Bodies Corp. 0 0 0 0 0 0 0 0 0
d) Banks/FI 0 0 0 0 0 0 0 0 0
e) Any other 0 0 0 0 0 0 0 0 0
SUB TOTAL:(A)(2) 315000 0 315000 0.02 345000 0 345000 0.02 0
Total Shareholding of 1197243149 0 1197243149 68.16 1198180681 0 1198180681 68.11 (0.05)
Promoter (A)= (A)(1)+(A)(2)
B. PUBLIC SHAREHOLDING
1. Institutions
a) Mutual Funds/UTI 2538024 13000 2551024 0.15 16523282 13000 16536282 0.94 0.79
b) Banks/FI 14395655 0 14395655 0.82 17015122 0 17015122 0.97 0.15
c) Central Govt. 0 0 0 0 0 0 0 0 0
d) State Govt. 0 0 0 0 0 0 0 0 0
e) Venture Capital Fund 0 0 0 0 0 0 0 0 0
f) Insurance Companies 65922491 0 65922491 3.75 63537272 0 63537272 3.61 (0.14)
g) FIIs 368149134 0 368149134 20.96 344752692 0 344752692 19.60 (1.36)
h) Foreign Venture 0 0 0 0 0 0 0 0 0
Capital Funds
i) Others (specify) 0 0 0 0 0 0 0 0 0
SUB TOTAL:(B)(1) 451005304 13000 451018304 25.68 441828368 13000 441841368 25.12 (0.56)
2. Non Institutions
a) Bodies corporates
i) Indian 15263967 54000 15317967 0.87 20526489 54000 20580489 1.17 0.30
ii) Overseas 0 0 0 0 0 0 0 0 0
b) Individuals
i) Individual shareholders holding nominal share capital upto 1 lakhs 58854417 5921668 64776085 3.69 62887073 5498850 68385923 3.89 0.20
ii) Individuals shareholders holding nominal share capital in excess of 1 lakhs 20406280 0 20406280 1.16 21104145 0 21104145 1.20 0.04
c) Others (specify)
Clearing Members 611377 0 611377 0.03 1483966 0 1483966 0.08 0.05
Non Resident Indians 4624090 1546884 6170974 0.35 4932514 1477584 6410098 0.36 0.01
Overseas Corporate Bodies 78000 6000 84000 0.00 78000 6000 84000 0.00 0
Trusts 883854 0 883854 0.05 1070500 0 1070500 0.06 0.01
SUB TOTAL:(B)(2) 100721985 7528552 108250537 6.16 112082687 7036434 119119121 6.77 0.61
Total Public Shareholding 551727289 7541552 559268841 31.84 553911055 7049434 560960489 31.89 0.05
(B)= (B)(1)+(B)(2)
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0
Grand Total (A+B+C) 1748970438 7541552 1756511990 100.00 1752091736 7049434 1759141170 100.00 0.00

(ii) Shareholding of Promoters

Sl No. Shareholders Name Shareholding at the beginning of the year Shareholding at the end of the year
No. of shares % of total shares of the Company % of shares pledged encumbered to total shares No. of shares % of total shares of the Company % of shares pledged/ encumbered to total shares % change in share holding during the year
Individuals/ Hindu Undivided Family
1 Anand Chand Burman

660000

0.04

0

660000

0.04

0

0.00

2 Pradip Burman

364000

0.02

0

364000

0.02

0

0.00

3 Gauri Tandon

339999

0.02

0

339999

0.02

0

0.00

4 Gauri Tandon

338000

0.02

0

338000

0.02

0

0.00

5 Asha Burman

154000

0.01

0

154000

0.01

0

0.00

6 Indira Burman

100000

0.01

0

100000

0.01

0

0.00

7 Minnie Burman* 30000 0.00 0 0 0.00 0 0.00
8 Shivani Burman 30000 0.00 0 30000 0.00 0 0.00
9 Amit Burman (HUF) 30000 0.00 0 30000 0.00 0 0.00
10 Pradip Burman (HUF) 30000 0.00 0 30000 0.00 0 0.00
11 Ashok Chand Burman (HUF) 30000 0.00 0 30000 0.00 0 0.00
12 Chetan Burman 30000 0.00 0 30000 0.00 0 0.00
13 Vivek Chand Burman 15000 0.00 0 15000 0.00 0 0.00
14 Eishana Burman 6000 0.00 0 6000 0.00 0 0.00
Body Corporates
15 Chowdry Associates (owned by 217941800 12.41 0 217941800 12.39 0 (0.02)#
Mr. Saket Burman)
16 VIC Enterprises Private Limited 217734000 12.40 0 217734000 12.38 0 (0.02)#
(owned by Mr. V C Burman)
17 Gyan Enterprises Private Limited 202237980 11.51 0 202237980 11.50 0 (0.01)#
(owned by Mrs. Asha Burman)
18 Puran Associates Private Limited 189212000 10.77 0 189212000 10.75 0 (0.02)#
(owned by Dr. Anand C Burman)
19 Ratna Commercial Enterprise Private Limited (owned by Mr. Pradip Burman Family Trust) 155463430 8.85 0 156394429 8.89 0 0.04
20 Milky Investment and Trading 106140970 6.04 0 106147503 6.03 0 (0.01)
Company (owned by Dr. Anand C
Burman)
21 Burmans Fininvest Private Limited 53012986 3.02 0 53012986 3.01 0 (0.01)#
(owned by Mrs. Monica Burman)
22 M B Finmart Pvt. Ltd. (owned by 26506492 1.51 0 26506492 1.51 0 0.00
Mr. Mohit Burman)
23 Windy Investments Private 26506492 1.51 0 26506492 1.51 0 0.00
Limited (owned by Mr. Gaurav Burman)
24 Sahiwal Investment and Trading Company 15000 0 0 15000 0.00 0 0.00
Non Resident Individuals
25 Sidharth Burman 300000 0.02 0 300000 0.02 0 0.00
26 Monica Burman 15000 0.00 0 15000 0.00 0 0.00
27 Minnie Burman* 0 0.00 0 30000 0.00 0 0.00
Total 1197243149 68.16 0 1198180681 68.11 0.00 (0.05)

# Change in shareholding is due to change in paid up share capital of the Company. *Mrs. Minnie Burman became NRI during the year.

(iii) Change in Promoters’ Shareholding (Please specify if there is nochange)•

Sl. No. Particulars Share holding at the beginning of the Year Cumulative Share holding at the end of the year
No. of Shares % of total shares of the Company No of shares % of total shares of the Company*
At the beginning of the year 1197243149 68.16 1197243149 68.06
Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
1 Increase (Purchase of shares)
Ratna Commercial Enterprises Private Limited
29/04/2015 (Purchase of share) 67446 0.00 1197310595 68.06
07/05/2015 (Purchase of share) 42554 0.00 1197353149 68.06
12/05/2015 (Purchase of share) 10000 0.00 1197363149 68.07
05/06/2015 (Purchase of share) 20000 0.00 1197383149 68.07
08/06/2015 (Purchase of share) 70000 0.00 1197453149 68.07
03/08/2015 (Purchase of share) 23079 0.00 1197476228 68.07
24/08/2015 (Purchase of share) 100000 0.01 1197576228 68.08
25/08/2015 (Purchase of share) 50000 0.00 1197626228 68.08
31/08/2015 (Purchase of share) 30000 0.00 1197656228 68.08
24/09/2015 (Purchase of share) 5000 0.00 1197661228 68.08
29/09/2015 (Purchase of share) 12562 0.00 1197673790 68.08
04/11/2015 (Purchase of share) 10339 0.00 1197684129 68.08
05/11/2015 (Purchase of share) 34661 0.00 1197718790 68.09
06/11/2015 (Purchase of share) 25000 0.00 1197743790 68.09
09/11/2015 (Purchase of share) 10358 0.00 1197754148 68.09
10/11/2015 (Purchase of share) 100000 0.01 1197854148 68.09
13/11/2015 (Purchase of share) 22671 0.00 1197876819 68.09
16/11/2015 (Purchase of share) 20000 0.00 1197896819 68.10
16/11/2015 (Purchase of share) 77329 0.00 1197974148 68.10
02/02/2016 (Purchase of share) 40000 0.00 1198014148 68.10
03/02/2016 (Purchase of share) 40000 0.00 1198054148 68.10
10/02/2016 (Purchase of share) 20000 0.00 1198074148 68.11
12/02/2016 (Purchase of share) 13350 0.00 1198087498 68.11
23/02/2016 (Purchase of share) 36650 0.00 1198124148 68.11
24/02/2016 (Purchase of share) 50000 0.00 1198174148 68.11
2 Increase (Purchase of shares)
Milky Investment and Trading Company
09/06/2015 (Purchase of share) 6533 0.00 1198180681 68.11
At the end of the year 1198180681 68.11

*Based on the paid up share capital of the Company as on 31.3.2016

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters& Holders of GDRs & ADRs)

Sl. No. Shareholding at the beginning of the year Cumulative Shareholding during the year
For Each of the Top 10 Shareholders No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 LIFE INSURANCE CORPORATION OF INDIA
At the beginning of the year 60171349 3.43 60171349 3.42
Bought during the year 3647608 0.21 63818957 3.63
Sold during the year (6356762) (0.36) 57462195 3.27
At the end of the year - - 57462195 3.27
2 BARING INDIA PRIVATE EQUITY FUND III LISTED INVESTMENT LIMITED
At the beginning of the year 26230000 1.49 26230000 1.49
Bought during the year 0 0 26230000 1.49
Sold during the year (26230000) (1.49) 0 0
At the end of the year - - - -
3 MATHEWS PACIFIC TIGER FUND
At the beginning of the year 25308038 1.44 25308038 1.44
Bought during the year 0 0 25308038 1.44
Sold during the year (4190556) (0.24) 21117482 1.20
At the end of the year - - 21117482 1.20
4 GENESIS INDIAN INVESTMENT COMPANY LTD.
At the beginning of the year 21633244 1.23 21633244 1.23
Bought during the year 0 0 21633244 1.23
Sold during the year (21633244) (1.23) 0 0
At the end of the year - - - -
5 FIRST STATE INVESTMENTS 3HONG KONG3 LTD.
At the beginning of the year 17504128 1.00 17504128 1.00
Bought during the year 0 0 17504128 1.00
Sold during the year (3822424) (0.22) 13681704 0.78
At the end of the year - - 13681704 0.78
6 SULUQ INVESTMENTS 3MAURITIUS3 LIMITED
At the beginning of the year 16023918 0.91 16023918 0.91
Bought during the year 0 0 16023918 0.91
Sold during the year (16023918) (0.91) 0 0
At the end of the year - - - -
7 VANGUARD EMERGING MARKETS STOCK INDEX FUND
At the beginning of the year 9504009 0.54 9504009 0.54
Bought during the year 82820 0 9586829 0.54
Sold during the year (1278327) (0.07) 8308502 0.47
At the end of the year - - 8308502 0.47
8 L.I.C OF INDIA MONEY PLUS GROWTH FUND
At the beginning of the year 8733392 0.50 8733392 0.50
Bought during the year 0 0 8733392 0.50
Sold during the year (610677) (0.03) 8122715 0.46
At the end of the year - - 8122715 0.46
9 HARDING LOEVNER FUNDS INC. EMERGING MARKETS PORTFOLIO
At the beginning of the year 8730904 0.50 8730904 0.50
Bought during the year 1069496 0.06 9800400 0.56
Sold during the year (3281308) (0.19) 6519092 0.37
At the end of the year - - 6519092 0.37
10 ABU DHABI INVESTMENT AUTHORITY 3 GULAB
At the beginning of the year 8148619 0.46 8148619 0.46
Bought during the year 0 0 8148619 0.46
Sold during the year (1994530) (0.11) 6154089 0.35
At the end of the year - - 6154089 0.35

(v) Shareholding of Directors & Key Managerial Personnel

Shareholding at the beginning of the year Cumulative Shareholding at the end of the year
Sl. No. Particulars No.of shares % of total shares of the Company No of shares % of total shares of the Company
Date wise increase/decrease in Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)
1. MR. P D NARANG 3DIRECTOR & KMP3
At the beginning of the year 3325830 0.19 3325830 0.19
14/05/2015 (Sale of Shares) (28500) 0.00 3297330 0.19
26/05/2015 (Sale of Shares) (28500) 0.00 3268830 0.19
03/07/2015 (Sale of Shares) (9000) 0.00 3259830 0.19
26/10/2015 (ESOP Allotment) 1146250 0.07 4406080 0.25
03/12/2015 (Sale of Shares) (25000) 0.00 4381080 0.25
07/12/2015 (Sale of Shares) (10000) 0.00 4371080 0.25
08/12/2015 (Sale of Shares) (12000) 0.00 4359080 0.25
17/12/2015 (Sale of Shares) (16000) 0.00 4343080 0.25
18/12/2015 (Sale of Shares) (35000) 0.00 4308080 0.24
21/12/2015 (Sale of Shares) (20000) 0.00 4288080 0.24
22/12/2015 (Sale of Shares) (90000) 0.01 4198080 0.24
23/12/2015 (Sale of Shares) (85000) 0.00 4113080 0.23
24/12/2015 (Sale of Shares) (17000) 0.00 4096080 0.23
28/12/2015 (Sale of Shares) (105000) 0.01 3991080 0.23
25/12/2015 (Sale of shares) (85000) 0.00 3906080 0.22
30/12/2015 (Sale of shares) (13000) 0.00 3893080 0.22
31/12/2015 (Sale of shares) (6000) 0.00 3887080 0.22
At the end of the year 3887080 0.22
2. MR. SUNIL DUGGAL 3DIRECTOR & KMP3
At the beginning of the year 3840000 0.22 3840000 0.22
14/05/2015 (ESOP Allotment) 300000 0.02 4140000 0.24
24/06/2015 (Sale of Shares) (10000) 0.00 4130000 0.23
25/06/2015 (Sale of Shares) (40000) 0.00 4090000 0.23
29/06/2015 (Sale of Shares) (20000) 0.00 4070000 0.23
30/06/2015 (Sale of Shares) (20000) 0.00 4050000 0.23
02/07/2015 (Sale of Shares) (11031) 0.00 4038969 0.23
03/07/2015 (Sale of Shares) (28969) 0.00 4010000 0.23
08/07/2015 (Sale of Shares) (30000) 0.00 3980000 0.23
11/08/2015 (Pledge of Shares) (500000) 0.03 3480000 0.20
04/09/2015 (Sale of Shares) (79996) 0.00 3400004 0.19
26/10/2015 (ESOP Allotment) 846250 0.05 4246254 0.24
09/11/2015 (Revocation of Pledge) 100000 0.01 4346254 0.25
20/11/2015 (Sale of Shares) (22723) 0.00 4323531 0.25
24/11/2015 (Sale of Shares) (23531) 0.00 4300000 0.24
27/11/2015 (Sale of Shares) (13041) 0.00 4286959 0.24
01/12/2015 (Sale of Shares) (6959) 0.00 4280000 0.24
29/12/2015 (Sale of Shares) (30000) 0.00 4250000 0.24
31/12/2015 (Sale of Shares) (40000) 0.00 4210000 0.24
12/02/2016 (Sale of Shares) (50000) 0.00 4160000 0.24
22/03/2016 (Pledge of Shares) (100000) 0.01 4060000 0.23
At the end of the year 4060000 0.23
3 DR. ANAND CHAND BURMAN 3DIRECTOR3
At the beginning of the year 660000 0.04 660000 0.04
No change during the year

Nil

Nil

Nil

Nil
At the end of the year 660000 0.04
None of the other Directors holds shares in the Company
4 MR. ASHOK KUMAR JAIN - VP (FIN.) & COMPANY SECRETARY - (KMP)
At the beginning of the year 250862 0.01 250862 0.01
17/09/2015 (ESOP Allotment) 11550 0.00 262412 0.01
At the end of the year 262412 0.01
5. MR. LALIT MALIK CHIEF FINANCIAL OFFICER (KMP)
At the beginning of the year 21867 0.00 21867 0.00
17/09/2015 (ESOP Allotment) 9000 0.00 30867 0.00
02/12/2015 (Sale of shares) (2000) 0.00 28867 0.00
At the end of the year 28867 0.00

V INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtness at the beginning of the financial year
i) Principal Amount 15.74 113.39 6.35 135.48
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 15.74 113.39 6.35 135.48
Change in Indebtedness during the financial year
Additions 4.51 309.13 0 313.65
Reduction 0 356.27 0.33 356.60
Net Change 4.51 (47.14) (0.33) (42.95)
Indebtedness at the end of the financial year
i) Principal Amount 20.26 66.25 6.02 92.53
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 20.26 66.25 6.02 92.53

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole time Director and/or Manager:

Sl. No Particulars of Remuneration Name of the MD/WTD/Manager
1 Gross salary Mr. P.D. Narang (Whole- Mr. Sunil Duggal (Whole-Time Total Amount
Time Director) Director) designated as CEO
(a) Salary as per provisions contained in 8.19 7.52 15.71
Section 17(1) of the Income Tax. 1961.
(b) Value of perquisites u/s 17(2) of the 0.41 0.44 0.85
Income tax Act 1961
(c ) Profits in lieu of salary under Section - - -
17(3) of the Income Tax Act 1961
2 No. of Stock options 585000 585000 1170000
3 Sweat Equity - - -
4 Commission - - -
as % of Profit - - -
others (specify) - - -
5 Others please specify - - -
Total (A) (1+3+4+5) 8.60 7.96 16.56
Ceiling as per the Act

10% of the net Profits as per Section 198 of the Companies

120.87
Act 2013.

B. Remuneration to other Directors:

Sl. No Particulars of Remuneration Name of the Directors
1 Independent Directors Mr. P.N. Vijay

Dr. S. Narayan

Mr. R C Bhargava Dr. Ajay Dua Mr. Sanjay K Mrs. Falguni Total

Bhattacharyya

S Nayar Amount
(a) Fee for attending Board / 0.11 0.11 0.10 0.09 0.11 0.04 0.56
Committee meetings
(b) Commission Nil
(c) Others please specify Nil
Total (1) 0.11 0.11 0.10 0.09 0.11 0.04 0.56
2 Other Non Executive Directors
(a) Fee for attending Board/ Nil
Committee meetings
(b) Commission

Nil

(c) Others please specify.

Nil

Total (2)

Nil

Total (B)=(1+2) 0.11 0.11 0.10 0.09 0.11 0.04 0.56
Total Managerial 17.12
Remuneration* (A+B)
Overall Ceiling as per the Act.

11% of the net Profits as per Section 198 of the Companies Act 2013.

132.95

*Total remuneration to Managing Director Whole-Time Directors and other Directors(Being the total of A and B).

C. Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD

Sl. No. Particulars of Remuneration Key Managerial Personnel
1 Gross Salary CEO Company Secretary CFO Total
Mr. A K Jain Mr. Lalit Malik
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961. not applicable 1.09 1.58 2.67
(CEO is a WTD)
(b) Value of perquisites u/s 17(2) of the Income Tax Act 1961 NA 0.04 0 0.04
(c ) Profits in lieu of salary under Section 17(3) of the Income NA 0 0 0
Tax Act 1961
2 No. of Stock Options NA 46200 60000 106200
3 Sweat Equity NA 0 0 0
4 Commission NA 0 0 0
- as % of Profit NA 0 0 0
- others specify NA 0 0 0
5 Others please specify NA 0 0 0
Total (1+3+4+5) NA 1.13 1.58 2.71

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/Compounding fees imposed Authority (RD/NCLT/Court) Appeal made if any (give details)
A. COMPANY
Penalty NONE
Punishment
Compounding
B. DIRECTORS
Penalty NONE
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty NONE
Punishment
Compounding

Particulars of Loans Guarantees or investments under Section 186 of the Companies Act2013 as on 31.03.2016 are as under:

Sl. No. Name of the Entity Amount
in Crs.)
GUARANTEES
1 Dermoviva Skin Essentials Inc (Wholly Owned Subsidiary) 927.50
2 Dabur Lanka (Pvt.) Ltd. (Wholly Owned Subsidiary) 67.91
3 Forum I Aviation Private Limited (Joint Venture) 7.14
4 Broadcast Audience Research Council 2.30
INVESTMENTS
Shares
5 Dabur International Limited (Wholly Owned Subsidiary) 59.49
6 H & B Stores Limited (Wholly Owned Subsidiary) 29.65
7 Dermoviva Skin Essentials Inc (Wholly Owned Subsidiary)

2.54

8 Dabon International Pvt. Ltd. 0.27
9 Forum I Aviation Pvt. Ltd. 6.99
10 Sanat Products Ltd. 1.05
11 Shivalik Solid Waste Management Ltd. 0.02
Bonds/ NCD
12 Power Finance Corporation Ltd. 111.34
13 Rural Electri3cation Corporation Ltd. 136.57
14 Power Grid Corporation of India Ltd. 53.75
15 LIC Housing Finance Ltd. 94.47
16 Housing Development Finance Corporation Ltd. 36.60
17 IDFC Bank Ltd. 85.68
18 ICICI Bank Ltd. 10.00
19 Export Import Bank of India

53.64

20 Bajaj Finance Ltd.

101.88

21 Tata Capital Financial Services Ltd. 50.00
22 Reliance Capital Ltd. 81.02
23 Indiabulls Housing Fin. Ltd. 50.00
24 Dewan Housing Finance Corporation Ltd. 50.96
25 L&T Housing Finance Ltd. 25.00
26 Capital First Ltd. 10.00
27 Kotak Mahindra Investments Ltd. 25.00
28 Kotak Mahindra Prime Ltd. 66.28
29 Aditya Birla Finance Ltd. 51.88
30 Tata Capital Housing Finance Ltd. 25.00
31 Sundaram Finance Ltd. 40.35
32 NHPCIL 45.70
33 Family Credit Limited 52.11
34 Can 3n. Homes Ltd. 0.60
35 PNB Perpetual 5.87
36 IDFC Infra Debt Fund Ltd. 4.96
37 INDIA Infradebt Ltd. 24.90
38 L&T Infradebt Fund NCD 17.90
39 Commercial paper 55.06
Fixed Deposits
Public FDs
40 PNB Housing Fin. Ltd. 40.00
41 HDFC Ltd. 50.00
42 LIC Housing Fin. Ltd.

5.00

43 Shriram Transport Fin. Services Ltd. 5.00
Bank FDs
44 Kotak Mahindra Bank 1.90
45 Punjab National Bank 10.00
TOTAL 2583.29

Business Responsibility Report

About Dabur

Dabur India Limited is a leading Indian consumer goods Company with interests in HairCare Oral Care Skin Care Health Care Home Care and Foods. From its humble beginningsin the bylanes of Calcutta way back in 1884 as an Ayurvedic medicines Company Dabur IndiaLtd has come a long way today to become a leading consumer products manufacturer in Indiaand it has been dedicated to providing nature-based solutions for a healthy and holisticlifestyle.

Through our comprehensive range of products we touch the lives of all consumers inall age groups across all social boundaries. And this legacy has helped us develop a bondof trust with our consumers. That guarantees you the best in all products carrying theDabur name .

About this report

The Securities and Exchange Board of India (SEBI) as per its (Listing Obligations andDisclosure Requirements) Regulations 2015 has mandated the inclusion of a "BusinessResponsibility Report" (BRR) as part of Company’s Annual Report for top 500listed entities based on market capitalisation at the Bombay Stock Exchange Ltd. (BSE) andthe National Stock Exchange of India Ltd. (NSE). The reporting framework is based on the‘National Voluntary Guidelines on Social Environmental and Economic Responsibilitiesof Business (NVGs)’ released by the Ministry of Corporate A3 airs Government ofIndia in July 2011 which contains 9 Principles and Core Elements for each of the those 9Principles. Following is the fourth Business Responsibility Report of our Company which isbased on the format suggested by SEBI. Detailed Business Responsibility Report for 2015-16(available at: www.dabur.com/in/en-us/ investor/reports/brr) is also based on the 9Principles enshrined in the NVGs.

Section A: General Information about the Company

1. Corporate Identity Number
(CIN) of the Company : L24230DL1975PLC007908
2. Name of the Company : Dabur India Limited
3. Registered Address : 8/3 Asaf Ali road
New Delhi 110002
4. Website : www.dabur.com
5. E-mail id : corpcomm@mail.dabur
6. Financial Year reported : 2015-16

7. Sector(s) that the Company is engaged in (industrial activity code-wise):

Dabur is a Fast-Moving Consumer Goods (FMCG) Company and operates in key consumerproduct categories like hair care oral care health care skin care home care &foods. Our product portfolio includes nearly 400 trusted products spread across 21categories and over 1000 SKUs.

Principle product categories of the Company with ITC code are:

Product Description ITC Code No.
Fruit Juice 20099000
Ayurvedic Medicines 30049011
Hair Oils 33059011
Toothpaste and powder 33061010

8. List three key products/services that the Company manufactures/provides (asin balance sheet):

Dabur's product portfolio can be broadly categorised into:

- Health care products.

- Home & Personal care products.

- Foods consisting of fruit-based beverages and culinary pastes business.

Health care products include health supplements digestives honey Over-The-Counter(OTC) products and ayurvedic ethicals. Home and Personal care products include productsfor hair care skin & body care oral care and home care.

Some of our leading brands include Dabur Chyawanprash Dabur Honey Dabur AmlaDabur Red Tooth Paste and ‘Real’ range of fruit juices.

9. Total number of locations where business activity is undertaken by theCompany i. Number of International Locations (Provide details of major 5)

Detail of Dabur’s international business through its overseas subsidiaries isgiven below:

Sl. No Key geographies by total overseas sales Major products/ categories
1 Middle East - Kingdom of Saudi Arabia (KSA) and United Arab Emirates (UAE) Hair oils Hair creams Vatika styling hair gels Shampoos (Vatika shampoo) and Toothpastes
2 Africa - Egypt and Nigeria Hair oils Hair creams conditioning and treatment products and Toothpastes
3 Asia (ex-India) - Nepal Bangladesh Sri Lanka and Pakistan Foods Hair Oils Shampoos Digestives and Home Care
4 U.S.A. Specialised hair care products - relaxer kits hair conditioners moisturizers shampoos and gels
5 Turkey Shampoos Hair Conditioner
Body Wash and Baby Care

Major international manufacturing locations include Nepal Bangladesh UAE NigeriaEgypt Turkey and Sri Lanka.

ii. Number of National Location

Dabur has manufacturing plants in 12 locations across the country.

State/Union Territory Location
Himachal Pradesh Baddi
Uttarakhand Rudrapur
Uttar Pradesh Ghaziabad
Jammu & Kashmir Jammu
Rajasthan Alwar Newai
Madhya Pradesh Katni Pithampur
West Bengal Narendrapur Siliguri
Maharashtra Nasik
Dadra and Nagar Haveli Silvassa

Dabur's regional o3ces are situated at Ghaziabad Mumbai Hyderabad Kolkata.

10. Markets served by the Company – Local/State/ National/International

Dabur has a global footprint and serves both National and International markets.

Section B: Financial Details of the Company

1. Paid up Capital (INR) : 175.91 crore
2. Total Turnover (INR) : 5750.00 crore
3. Total Profit after taxes (INR) : 939.51 crore
4. Total Spending on Corporate Social Responsibility (CSR) as percentage of Profit after tax (%) : 1.86% of PAT for FY 2015-16

However total CSR expenditure is 2.02% of average net Profits of the Company madeduring the three immediately preceding financial years.

5. List of activities in which expenditure in 4 above has been incurred.

Eradicating hunger poverty and malnutrition

Promoting health care including preventive healthcare Promoting sanitation Health careawareness programs on cancer Ensuring Environmental Sustainability Providing EmploymentGenerating Vocational Skills and livelihood enhancement projects Promotion of Educationincluding Special Education Promoting gender equality and empowering women

Section C: Other Details

1. Does the Company have any Subsidiary Company/ Companies?

Following are the subsidiary companies:

• African Consumercare Limited Nigeria - (Foreign Wholly Owned Subsidiary).

• Asian Consumer Care Pakistan (Pvt.) Ltd. Pakistan - (Foreign Subsidiary).

• Asian Consumer Care Pvt. Ltd. Bangladesh - (Foreign Subsidiary).

• Dabur (UK) Ltd. British Virgin Island - (Foreign Wholly Owned Subsidiary).

• Dabur Consumer Care (Private) Limited Srilanka (Foreign Wholly OwnedSubsidiary).

• Dabur Egypt Ltd. Egypt - (Foreign Wholly Owned Subsidiary).

• Dabur International Ltd. Isle of Man - (Foreign Wholly Owned Subsidiary).

• Dabur Lanka (Pvt.) Ltd. Sri Lanka - (Foreign Wholly Owned Subsidiary).

• Dabur Nepal Pvt. Ltd. Nepal - (Foreign Subsidiary).

• Dabur Pakistan Pvt. Ltd. Pakistan - (Foreign Subsidiary).

• Dabur Tunisie Tunisia - (Foreign Wholly Owned Subsidiary).

• Dermoviva Skin Essentials Inc. USA - (Foreign Wholly Owned Subsidiary).

• H & B Stores Limited (Domestic Wholly Owned Subsidiary).

• Hair Rejuvenation & Revitalization Nigeria Ltd. Nigeria (Foreign WhollyOwned Subsidiary).

• Healing Hair Lab International LLC USA - (Foreign Wholly Owned Subsidiary).

• Hobi Kozmetik–Turkey (Foreign Wholly Owned Subsidiary).

• Namaste Cosmeticos Ltda Brazil - (Foreign Wholly Owned Subsidiary).

• Namaste Laboratories LLC- USA (Foreign Wholly Owned Subsidiary).

• Naturelle LLC UAE - (Foreign Wholly Owned Subsidiary).

• RA Pazarlama–Turkey (Foreign Wholly Owned Subsidiary).

• Urban Lab International LLC USA - (Foreign Wholly Owned Subsidiary).

2. Do the Subsidiary Company/Companies participate in the BR Initiatives of theparent Company? If yes then indicate the number of such subsidiary Company(s)

The subsidiary companies operate in different geographies and conduct their own BRinitiatives.

3. Do any other entity/entities (e.g. suppliers distributors etc.) that theCompany does business with participate in the BR initiatives of the Company? If yes thenindicate the percentage of such entity/ entities? [ Less than 30% 30-60% More than 60%]

Dabur actively engages with its business associates through its BR initiatives.

Entity Initiative % of entity
Suppliers (small farmers) We directly engage with local & small producers for procuring inputs for our supply of rare herbs and medicinal plants through our green house projects. (Details in response to question 4 in Section E Principle 2) <30%
Distributors We actively engage with our distributors to build their capacity through workshops and training sessions. <30%
B2B customers We organize customized education programmes for our B2B customers like beauty parlours doctors etc. <30%
Suppliers and distributors The Direct Touch policy (Whistle Blower & Protection Policy) applies to business associates (suppliers stockists and dealers) as well. This provides a platform to business associates for reporting unethical business practices without fear of reprisal.

>60%

Section D: BR Information

1. Details of Director/Directors responsible for BR

a) Details of the Director/Directors responsible for implementation of the BRpolicy/policies

Implementation of BR policies is the responsibility of the Corporate SocialResponsibility Committee of the Board of Directors.

DIN Name Designation
02318948 Dr. Ajay Dua Independent Director
00021581 Mr. P. D. Narang Executive Director
00041825 Mr. Sunil Duggal Executive Director
01924770 Mr. Sanjay Kumar Bhattacharyya Independent Director

b) Details of the BR head

Sl. No. Particulars Details
1. DIN 00042902
2. Name Ashok Kumar Jain
3. Designation V.P. Finance & Company Secretary
4. Telephone Number 011-42786000
5. E-Mail id ashok.jain@mail.dabur

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