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Bajaj Consumer Care Ltd.

BSE: 533229 Sector: Consumer
NSE: BAJAJCON ISIN Code: INE933K01021
BSE 13:02 | 15 Jun 294.25 0.35
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294.50

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297.70

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293.50

NSE 12:54 | 15 Jun 294.45 0.50
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294.25

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297.80

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OPEN 294.50
PREVIOUS CLOSE 293.90
VOLUME 75377
52-Week high 323.50
52-Week low 138.60
P/E 19.71
Mkt Cap.(Rs cr) 4,340
Buy Price 294.20
Buy Qty 1.00
Sell Price 294.50
Sell Qty 1.00
OPEN 294.50
CLOSE 293.90
VOLUME 75377
52-Week high 323.50
52-Week low 138.60
P/E 19.71
Mkt Cap.(Rs cr) 4,340
Buy Price 294.20
Buy Qty 1.00
Sell Price 294.50
Sell Qty 1.00

Bajaj Consumer Care Ltd. (BAJAJCON) - Director Report

Company director report

Your Directors have pleasure in presenting their 14th Annual Report and theAudited Financial Statements for the Year ended March 31 2020.

Financial Performance

The summarized financial results of the Company for the Financial Year ended March 312020 are presented below:

(Rs In Lakh)
Particulars Financial Year ended Financial Year ended
31-03-2020 31-03-2019
Total revenue 87408.87 92689.04
Profit before interest depreciation and tax 24045.36 29594.62
Finance cost 423.08 109.80
Depreciation 533.30 658.72
Profit before tax 23088.98 28826.10
Provision for taxation - Income Tax 4033.65 6212.82
Other Comprehensive Income /(Loss) 21.34 (30.46)
Total Comprehensive Income 19076.67 22582.82
Earnings per Share (Rs)
Basic 12.92 15.33
Diluted 12.92 15.33

The Company achieved total revenue of Rs 87408.87 lacs as compared to Rs 92689.04lacs in the previous year thereby registering a decline of approximately 5.70% overprevious year. Profit before tax was Rs 23088.98 lacs as against

Rs 28826.10 lacs of the previous year. The Profit after tax stood at Rs 19055.33 lacsas compared to the profit of

Rs 22613.28 lacs in the previous year. The operations and financial results of theCompany are elaborated in the Management Discussion and Analysis Report.

There have been no material changes & commitments which affects the financialpositions of the Company which have occurred between the end of financial year and thedate of this report.

Transfer to Reserves

The Company does not propose to transfer any amount to reserves.

Dividend

Your Directors are pleased to recommend a Dividend of Rs 2/- per equity share of facevalue of Rs 1/- each for the year ended March 31 2020.The Dividend subject to theapproval of Members at the Annual General Meeting on Monday September 21 2020 will bepaid on or after Wednesday September 30 2020 to the Members whose names appear in theRegister of Members as on the Book Closure date i.e. Tuesday September 15 2020. Thetotal dividend pay out for the financial year 2020 will be Rs 295068692/- In view ofthe changes made under the Income-tax Act 1961 by the Finance Act 2020 dividends paidor distributed by the Company shall be taxable in the hands of the Shareholders. YourCompany shall accordingly make the payment of the Dividend after deduction of tax atsource.

The Dividend Distribution Policy is available on the website of the Company athttps://bajajconsumercare.com/policies.aspx and also given in Annexure-1 to thisDirectors' Report.

Unpaid / Unclaimed Dividend

In terms of the provisions of Investor Education and Protection Fund (AccountingAudit Transfer and Refund) Rules 2016 / Investor Education and Protection Fund(Awareness and Protection of Investors) Rules 2001 Rs 199907/- of unpaid / unclaimeddividends were transferred during the year to the Investor Education and Protection Fund.

Share Capital

The paid-up Equity Share Capital of the Company as on March 31 2020 was Rs147534346 divided into 147534346 equity shares of Rs 1/- each. During the year underreview the Company has allotted 34346 shares of Rs 1/- each to employees who exercisedoptions granted to them under Employee Restricted Stock Unit Plan 2018 ("RSU2018").

Employee Restricted Stock Unit Plan 2018

The shareholders at the Annual General Meeting held on July 23 2018 had approved an‘Employee Restricted Stock Unit Plan 2018' ("RSU 2018") authorizing grantof not exceeding 737500 options to the eligible employees in one or more tranches witheach such option conferring a right to apply for one equity share in the Company inaccordance with the terms and conditions under the plan.

During the year under review Nomination Remuneration & Corporate governanceCommittee granted total 167803 options under RSU 2018 to an eligible employee which isequivalent to 0.11% of the paid-up capital of the company. These options will vest overthe period of four years from the date of grant. Additional details of the plan asrequired under Securities & Exchange Board of India (Share Based Employee Benefits)Regulations 2014 are annexed as Annexure-2 and forms part of this report and alsouploaded on the website of the company at www.bajajconsumercare.com.

Particulars of Loans Guarantees and Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements forminga part of this Annual Report.

Subsidiaries and Associate Companies

During the year under review no company became/ ceased to be asubsidiary/associate/joint venture of the Company. As on March 31 2020 the Company hadthe following unlisted subsidiaries namely:

Uptown Properties and Leasing Private Limited

Bajaj Bangladesh Limited (wholly-owned subsidiary)

Bajaj Corp International (FZE) (wholly-owned subsidiary)

Out of above Uptown Properties and Leasing Private Limited became ‘MaterialSubsidiary' as defined in the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations ("Listing Regulations"). The details ofthe policy for determining ‘Material Subsidiary' is available on the website of theCompany at https://bajajconsumercare.com/policies.aspx

Pursuant to the provisions of Section 129 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 the Company has attached along with the Financial Statements aseparate statement containing the salient features of the Financial Statements of itssubsidiary companies in the manner prescribed under the Companies Act 2013 and Rules madethereunder and hence not repeated here for the sake of brevity.

Subsidiaries Operations

Uptown Properties and Leasing Private Limited

During the Financial Year ended March 31 2020 the net loss of Uptown Properties andLeasing Private Limited was

Rs 36.33 lacs as against net profit of Rs 7.34 lacs of the previous Financial Year.There were no business activities during the Financial Year ended March 31 2020.

Bajaj Bangladesh Limited

Bajaj Bangladesh Limited is carrying on its manufacturing activity through EthicalToiletries Limited (third party manufacturer) in Bangladesh. During the Financial Yearended March 31 2020 the Company has no revenues in current year as compared to Rs 25.51lacs during the previous Financial Year and net loss was Rs 140.19 lacs as against Rs42.90 lacs of the previous Financial Year.

Bajaj Corp International (FZE)

During the year ended March 31 2020 the Company recorded total revenue of Rs 1334.20lacs as compared to Rs 1245.20 lacs of the previous Financial Year and net losswas reduced to Rs 423.97 lacs as against Rs 450.45 lacs of the previous Financial Year.

Consolidated Financial Statements

Pursuant to the provisions of Section 129 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 the Consolidated Financial Statements of the Company and itssubsidiaries have been prepared in the same form and manner as mandated by Schedule III tothe Companies Act 2013 and shall be laid before the forthcoming 14th AnnualGeneral Meeting (AGM) of the Company.

The Consolidated Financial Statements of the Company have also been prepared inaccordance with relevant Accounting Standards issued by the Institute of CharteredAccountants of India forming part of this Annual Report. In accordance with Section 136 ofthe Companies Act 2013 the Audited Financial Statements including the ConsolidatedFinancial Statements and related information of the Company and Audited Accounts of eachof its subsidiaries are available on Company's website at www.bajajconsumercare.com.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report is presented in a separate sectionforming part of this Annual Report.

Corporate Social Responsibility (CSR) Initiatives

In accordance with the requirements of the provisions of Section 135 of the CompaniesAct 2013 the Company has constituted a CSR Committee. The Company has also formulated aCSR Policy which is available on Company's website athttps://bajajconsumercare.com/policies.aspx

During the year under review in compliance with the provisions of Section 135 of theCompanies Act 2013 the Companies (Corporate Social Responsibility) Rules 2014 and thevarious notifications/circulars issued by the Ministry of Corporate Affairs the Companyhas contributed an amount of approximately Rs 567.38 lakh to Kamalnayan Jamnalal BajajFoundation (the implementing agency engaged in activities specified in Schedule VII of theCompanies Act 2013). The salient features of the CSR policy along with the Report on CSRactivities are given in Annexure-3 to this Directors' Report.

Business Risk Management

The Company like any other enterprise is exposed to business risk which can beinternal risks as well as external risks. One of the key risks faced by the Company intoday's scenario is the wide and frequent fluctuations in the prices of its raw material.Any further increase in prices of raw materials could create a strain on the operatingmargins of the Company. Inflationary tendencies in the economy and deterioration ofmacroeconomic indicators can impact the spending power of the consumer because of whichdown trading from branded products to non-branded can occur which can affect the operatingperformance of the Company.

The Company operates in the highly competitive FMCG market with competitors who mayhave better ability to spend more aggressively on advertising and marketing and moreflexibility to respond to changing business and economic conditions. An increase in theamount of competition that we face could have a material adverse effect on our marketshare and sales.

Any unexpected changes in regulatory framework pertaining to fiscal benefits and otherrelated issues can affect our operations and profitability.

A key factor in determining a Company's capacity to create sustainable value is theability and willingness of the Company to take risks and manage them effectively andefficiently.

However the Company is well aware of the above risks and as part of business strategyhas put in a mechanism to ensure that they are mitigated with timely action. The Companyhas a robust Business Risk Management (BRM) framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage. The details ofthe Risk Management Policy are available on the Company's website athttps://bajajconsumercare.com/policies.aspx

In the opinion of the Board of Directors none of the aforementioned risks affectand/or threaten the existence of the Company.

Vigil Mechanism / Whistle – Blower Policy

The Company has adopted a ‘Whistle-Blower Policy' for Directors and Employees toreport genuine concerns and to provide adequate safeguards against victimization ofpersons who may use such mechanism.

The functioning process of this mechanism has been more elaborately mentioned in theCorporate Governance Report forming a part of this Annual Report. The said policy ishosted on Company's website at https://bajajconsumercare.com/policies.aspx

Remuneration Policy

The Board on the recommendation of the Nomination Remuneration & CorporateGovernance Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration and to develop & recommend to the Board a set ofCorporate Governance Guidelines. The policy of the Company on Directors appointment andremuneration including criteria for determining qualifications positive attributesindependence of Directors and other matters provided under Section 178(3) of the CompaniesAct 2013 and Regulation 19 of the Listing Regulations is available on the Company'swebsite at https://bajajconsumercare.com/policies.aspx.

The salient features of the policy are as below :-

To identify individuals qualified to be Board Members and in Senior Managementconsistent with criteria approved by the Board and to periodically examine the structurecomposition and functioning and performance of the Board its Committees & SeniorManagement and recommend changes as necessary;

To recommend new Board Members in light of resignation of current Members or a plannedexpansion of the Board;

To recommend to the Board of Directors to serve on each of the Board Committee;

To formulate the criteria for evaluation of Independent Directors and the Board;

To formulate the criteria for determining the qualifications positive attributes andindependence of a Director;

To recommend to the Board remuneration policy for Directors Key Managerial personneland other employees;

To develop and recommend to the Board a set of Corporate Governance Guidelines;

To oversee the evaluation of the Board Committees of the Board and the management;

To assess the Company's policies and processes in key areas of Corporate Governanceother than those explicitly assigned to other Board Committees with a view to ensuringthe Company is at the forefront of good corporate governance;

Review key corporate governance processes not specifically assigned to othercommittees and recommend changes needed to ensure that the company is at best practice;

Examine the impact of significant regulatory and statutory changes applicable to thegovernance practices of the Company and to recommend measures to implement the same;

To regularly examine ways to strengthen the Company's organizational health byimproving the hiring retention motivation development deployment and behaviour ofmanagement and other employees.

In this context the Committee also reviews the framework and processes for motivatingand rewarding performance at all levels of the organization reviews the resultingcompensation awards and makes appropriate proposals for Board approval. In particular itrecommends all forms of compensation to be granted to Directors Key Managerial PersonnelSenior Management and other employees of the Company.

Board of Directors

Appointment Cessation and Re-designation

Pursuant to the provisions of Section 161(1) of the Act and the Articles of Associationof the Company the Board of Directors of the Company based on the recommendation of theNomination Remuneration Committee & Corporate Governance Policy Committee at itsMeeting held on June 18 2020 appointed Mr. Jaideep Nandi (DIN: 06938480) with effect fromJuly 01 2020 as an Additional Director and designated him as Managing Director of theCompany. Mr. Jaideep Nandi holds office of Director up to the date of ensuing AnnualGeneral Meeting of the Company and being eligible has offered himself for appointment asDirector.

A detailed profile of Mr. Jaideep Nandi seeking appointment at the forthcoming AGM asrequired under Secretarial Standard on General Meetings is provided separately by way ofan Annexure to the Notice of the AGM.

At the same meeting as a part of succession plan Mr. Sumit Malhotra stepped down asManaging Director of the Company with effect from June 302020.

Board recorded its sincere appreciation for the valuable contribution for the growth ofthe Company by Mr. Sumit Malhotra during his office as Managing Director of the Company.The Board of Directors at its meeting held on June 182020 based on the recommendation ofNomination Remuneration and Corporate Governance Committee re-designated Mr. SumitMalhotra as Director & Advisor of the Company with effect from July 012020 for aperiod of 5 years.

Resolutions seeking approvals in respect of the aforesaid appointments / ratificationof re-designation and remuneration have been recommended by the Board of Directors whichare being placed at the 14th Annual General meeting.

Retirement by Rotation

As per the provisions of Section 152 of the Companies Act 2013 not less thantwo-third of the total number of Directors other than Independent Directors shall beliable to retire by rotation. One-third of these Directors are required to retire everyyear and if eligible these Directors qualify for re-appointment. At the ensuing AGM Mr.Sumit Malhotra (DIN: 02183825) Director retires by rotation and being eligible offershimself for re-appointment.

A detailed profile of Mr. Sumit Malhotra along with additional information requiredunder Regulation 36(3) of the Listing Regulations and Secretarial Standard on GeneralMeetings is provided separately by way of an Annexure to the Notice of the AGM.

Number of Meetings of the Board

The Board met five times during the Financial Year 2019- 20 namely April 9 2019; July15 2019 October 11 2019 December 20 2019 and February 10 2020. The maximum time gapbetween any two Board Meetings was not more than 120 days as required under Regulation 17of the Listing Regulations Section 173 of the Companies Act 2013 and SecretarialStandard on Meetings of the Board of Directors.

Annual evaluation by the Board

Pursuant to the applicable provisions of the Companies Act 2013 and ListingRegulations the Board carried out an annual evaluation of its performance as well as ofthe working of its committees and individual Directors including Chairman of the Board.This exercise was carried out through a structured questionnaire prepared separately forthe Board committees Chairman and individual Directors. The Chairman's performanceevaluation was carried out by Independent Directors at a separate meeting.

The Nomination Remuneration and Corporate Governance Committee have defined theevaluation criteria for the Board its Committees and Directors. The evaluation exerciseis carried out through a structured questionnaire circulated to the Directors coveringvarious aspects of evaluation of the Board Committee and individual directors.

The Board's functioning was evaluated on various aspects including inter alia degreeof fulfilment of key responsibilities Board structure composition establishment anddelineation of responsibilities to various Committees effectiveness of Board processesinformation and functioning.

Directors were evaluated on aspects such as attendance and contribution atBoard/Committee Meetings and guidance/ support to the management. In addition theChairman was also evaluated on key aspects of his role including setting the strategicagenda of the Board encouraging active participation by all Board Members.

Areas on which the Committees of the Board were assessed included degree of fulfilmentof key responsibilities adequacy of Committee composition and effectiveness of meetings.

The performance evaluations of the Independent Directors were carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand the Non-Independent Directors were carried out by the Independent Directors who alsoreviewed the performance of the Board as a whole.

In addition Independent Directors were evaluated based on parameters such asqualification experience knowledge and competency fulfilment of functions ability tofunction as a team initiative commitment independence independent views and judgementavailability attendance and participation in the discussion at the Meetings adherence tothe Code of Ethics (Code of Conduct) of the Company as well as the Code for IndependentDirectors as applicable understanding the environment in which the Company operates andcontribution to strategic decision and raising valid concerns to the Board interpersonalrelations with other Directors and management objective evaluation of Board'sperformance rendering independent unbiased opinion safeguarding of confidentialinformation and maintaining integrity.

Details of the policy on evaluation of Board's performance is available on theCompany's website at https://bajajconsumercare.com/policies.aspx

Familiarization Programme for Independent Directors

Pursuant to the provisions of Regulation 25 of the Listing Regulations the Company hasformulated a programme for familiarising the Independent Directors their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. through various initiatives. The details of theaforementioned programme is available on the Company's website athttps://bajajconsumercare.com/Familiarization_ Programme.aspx.

Board Committees

A. Audit Committee

The Audit Committee comprises of following Independent Directors: Mr. Gaurav DalmiaChairman of the Committee Mr. Aditya Vikram Ramesh Somani Mr. Dilip CherianMs.LilianJessiePaul

B. Nomination Remuneration & Corporate Governance Committee

The Nomination Remuneration & Corporate Governance Committee comprises offollowing Independent Directors: Mr. Gaurav Dalmia Chairman of the Committee Mr. AdityaVikram Ramesh Somani Mr. Dilip Cherian

C. Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of following Directors: Mr. DilipCherian Chairman of the Committee Mr. Kushagra NayanBajaj Mr. Sumit Malhotra

D. Corporate Social Responsibility (CSR) Committee

The CSR Committee comprises of following Directors: Mr. Gaurav Dalmia Chairman of theCommittee Mr. Dilip Cherian Mr. Sumit Malhotra

E. Risk Management Committee

The Risk Management Committee comprises of the following Directors & Members: Mr.Aditya Vikram Ramesh Somani Chairman of the Committee Mr. Sumit Malhotra Ms. LilianJessie Paul Mr.AnkitChudiwala Mr. Dharmesh Sanghavi

Key Managerial Personnel

During the year under review Mr. Makarand Karnataki Company Secretary and ComplianceOfficer has demitted his position as Company Secretary and Compliance Officer effectiveFebruary 10 2020. The Board places on record its appreciation for the valuable servicesrendered by Mr. Karnataki during his tenure as a Company Secretary and Compliance Officerof the Company.

Mr. Chandresh Chhaya has been appointed as Company Secretary and Compliance Officer ofthe Company with effect from February 11 2020.

Declaration by Independent Directors

The Independent Directors of the Company have submitted declaration of Independenceconfirming that they meet the criteria of independence under Section 149(6) of theCompanies Act 2013 and Listing Regulations.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year ended March31 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statementshave been selected and applied consistently and judgment and estimates have been made thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31 2020 and of the profit of the Company for the year ended onthat date;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

Utilization of net proceeds from the Initial Public Offer ("Issue")

Pursuant to the approval of the Members obtained at the 7th AGM of theCompany held on August 2 2013 the objects of the issue as disclosed in the Prospectusdated August 9 2010 issued by the Company for its Initial Public Offer were varied. Interms of variation the Company has proposed to utilise the balance unutilised amount ofRs 278.04 crore as on March 31 2013 towards area as specified in the notice of theaforesaid Meeting.

The Company has utilized Rs 214.03 crore upto March 31 2020 out of the balanceunutilized amount of Rs 278.04 crore as mentioned above towards the area as specified inthe notice of the aforesaid Meeting.

The Company continues with its efforts for development of new products in the personalcare segment. The Company has also been actively pursuing opportunities of inorganicgrowth in the FMCG sector by identifying brands/ products portfolio/companies in personalcare segments.

Related Party Transactions

The Board of Directors has adopted a policy on Related Party Transactions. The saidPolicy is available on Company's website at https://bajajconsumercare.com/policies.aspx

The objective of the Policy is to ensure proper approval disclosure and reporting oftransactions as applicable between the Company and any of its related parties. Allcontracts or arrangements with related parties entered into or modified during theFinancial Year were at arm's length basis and in the ordinary course of the Company'sbusiness. All such contracts or arrangements were entered into only with prior approval ofthe Audit Committee except transactions which qualify under omnibus approval as permittedunder the law. No material contracts or arrangements with related parties were enteredinto during the year under review. Therefore there is no requirement to report anytransaction in Form AOC-2 in terms of Section 134 of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014.

Further the Company has not entered into any transaction of a material nature with thePromoters subsidiaries of Promoters Directors Key Managerial Personnel or theirrelatives etc. that may have potential conflict with the interests of the Company.

Details of Related Parties Transactions pursuant to Accounting Standards on RelatedParties Transactions have been disclosed in the notes to Financial Statements.

Internal Financial Controls

The Company has an internal financial control system commensurate with the size andscale of its operations and the same has been operating effectively. The Internal Auditorevaluates the efficacy and adequacy of internal control system accounting procedures andpolicies adopted by the Company for efficient conduct of its business adherence toCompany's policies safeguarding of Company's assets prevention and detection of fraudsand errors and timely preparation of reliable financial information etc. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon were presented to the Audit Committee of the Board.

Auditors

a) Statutory Auditors

Members of the Company at the 11th AGM held on July 18 2017 approvedappointment of M/s. Sidharth N Jain & Co. Chartered Accountants (Firm RegistrationNo. 018311C) as the Statutory Auditors of the Company for a term of 5 years to hold theoffice from the conclusion of 11th AGM till the conclusion of 16thAGM of the Company. M/s. Sidharth N Jain & Co. have confirmed that they are withinthe limits specified under Section 141(3)(g) of the Companies Act 2013 and they are notdisqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and141 of the Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014.

As required under Regulation 33(1)(d) of Listing Regulations M/s. Sidharth N Jain& Co. have confirmed that they hold a valid certificate issued by the Peer ReviewBoard of the Institute of Chartered Accountants of India. The Statutory Auditors Report tothe shareholders for the year under review does not contain any modified opinion orqualifications and the observations and comments given in the report of the StatutoryAuditors read together with Notes to accounts are self-explanatory and hence do not callfor any further explanation or comments under Section 134(f)(i) of the Companies Act2013.

During the year under review the auditors have not reported any fraud under Section143(12) of the Companies Act 2013 and therefore no details are required to be disclosedunder Section 134(3)(c)(a) of the Companies Act 2013.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended theCompany has appointed M/s. A. K. Jain & Co. Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report does notcontain any qualification reservation or adverse remarks or disclaimer and is annexedherewith as Annexure-4 to this Directors' Report.

Cost Audit

The Ministry of Corporate Affairs vide Notification dated December 31 2014 madeamendment in the Companies (Cost Records and Audit) Rules 2014 through Companies (CostRecords and Audit) Amendment Rules 2014. As per the Amendment Rules the Company isexempted from the requirement to conduct Cost Audit.

Reporting of Frauds

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and /or Board under Section 143(12) ofthe Companies Act 2013 and Rules made thereunder.

Corporate Governance Report and Certificate

In compliance with Regulation 34 read with Schedule V(C) of Listing Regulations areport on Corporate Governance and the certificate as required under Schedule V(E) ofListing Regulations received from the Statutory Auditors of the Company forms part ofthis Annual Report.

Compliance of Corporate Governance Standards of New York Stock Exchange (NYSE)

The Company in order to achieve greater transparency and to comply withinternationally prevalent norms of Corporate Governance has voluntarily adopted CorporateGovernance Standards codified in Section 303A of New York Stock Exchange (NYSE) ListedCompany Manual. The details of the same and the steps taken by the Company are explainedin the Corporate Governance Report.

Compliance of Secretarial Standards of ICSI

In terms of Section 118(10) of the Companies Act 2013 the Company is complying withthe Secretarial Standards issued by the Institute of Company Secretaries of India andapproved by Central Government with respect to Meetings of the Board of Directors andGeneral Meetings.

Business Responsibility Report

In compliance with Regulation 34 of Listing Regulations the Business ResponsibilityReport detailing the various initiatives taken by the Company on environmental social andgovernance front is forming a part of this Annual Report. The Board of Directors hasadopted a Business Responsibility Policy which is available on Company's website at https://bajajconsumercare.com/policies.aspx

Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo

The disclosure of particulars with respect to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) ofthe Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isannexed herewith as Annexure-5 to this Directors' Report.

Extract of Annual Return

The Extract of Annual Return as provided under Section 92(3) of the Companies Act 2013and as prescribed in Form No. MGT-9 of the Companies (Management and Administration)Rules 2014 is annexed as Annexure-6 which forms an integral part of this reportand is also available on the website of the company at www.bajajconsumercare.com.

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

The Company has in place a policy for prevention of sexual harassment at the work placein line with the requirements of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. An Internal complaints committee has been set up toredress the complaints received regarding sexual harassment at workplace. All employeesincluding trainees are covered under this policy.

The Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the above Act.

The following is the summary of sexual harassment complaints received and disposed offduring the current financial year.

1. Number of Complaints received: Nil

2. Number of Complaints disposed off: Nil

Particulars of Employees

Disclosure required in respect of employees of the Company in terms of provisions ofSection 197 (12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 as Annexure-7 which forms anintegral part of Directors' Report.

The Managing Director of the Company does not receive any remuneration and/orcommission from the Company's holding and/or subsidiary companies.

In terms of Section 136 of the Companies Act 2013 the Directors Report is being sentexcluding the information on employees' particulars mentioned in Section 197(12) of theCompanies Act 2013 and Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. In terms of proviso to Rule 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the aforesaidparticulars shall be made available to any shareholder on a specific request made by inwriting before the date of such Annual General Meeting wherein financial statements forthe financial year 2019-20 are proposed to be adopted by shareholders and such particularsshall be made available by the Company within three days from the date of receipt of suchrequest from shareholders.

If any Member is interested in obtaining the same such Member may write to theCompliance Officer in advance.

Listing Agreement

In compliance with SEBI Circular No. CIR/CFD/CMD/6/2015 dated October 13 2015 theCompany has executed a Uniform Listing Agreement with BSE Limited and National StockExchange of India Limited where Equity Shares of the Company are listed. Company has paidannual listing fees to both the Stock Exchanges.

Prohibition of Insider Trading

In compliance with SEBI (Prohibition of Insider Trading) Regulations 2015 the Companyhas adopted a ‘Code of Conduct for Regulating Monitoring and Reporting of Trading byinsiders' and ‘Code of Fair Disclosure' of Unpublished Price Sensitive Information toensure prohibition of Insider Trading in the Organization. The said codes are available onCompany's website at https://bajajconsumercare.com/policies.aspx

The ‘Trading Window' is closed when the Compliance Officer determines that adesignated person or class of designated persons can reasonably be expected to havepossession of Unpublished Price Sensitive Information. The Company Secretary of theCompany has been designated as Compliance Officer to administer the Code of Conduct andother requirements under SEBI (Prohibition of Insider Trading) Regulations 2015.

General Disclosure

During the year under review:

a) the Company has not issued Equity Shares with differential rights as to dividendvoting or otherwise pursuant to the provisions of Section 43 of Companies Act 2013 andRules made thereunder.

b) the Company has not made any provisions of money or has not provided any loan to theemployees of the Company for purchase of shares of the Company or its holding Companypursuant to the provisions of Section 67 of Companies Act 2013 and Rules made thereunder.

c) the Company has not accepted any deposit from the public pursuant to the Chapter Vof Companies Act 2013 and Rules made thereunder.

d) the Company has not bought back its shares pursuant to the provisions of Section 68of Companies Act 2013 and Rules made thereunder.

e) there are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

f) there are no significant material changes and commitments affecting the financialposition of the Company which have occurred between the end of the Financial Year of theCompany to which the financial statements relate and the date of this Report.

Industrial Relations

Industrial relations have been cordial at all the manufacturing units of the Company.

Cautionary Statement

Statements in the Director's report and the Management Discussion and Analysis Reportdescribing the Company's objectives expectations or predictions may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include: global and domestic demand and supplyconditions affecting selling prices new capacity additions availability of criticalmaterials and their cost changes in government policies and tax laws economicdevelopment of the country and other factors which are material to the business operationsof the Company.

Acknowledgements

The Directors express their appreciation for the sincere co-operation and assistance ofCentral and State Governments authorities bankers customers suppliers and businessassociates. Your Directors also wish to place on record their deep sense of appreciationfor the committed services by your Company's employees. Your Directors acknowledge withgratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board of Directors
Kushagra Nayan Bajaj
Chairman
(DIN:00017575)
Place : Mumbai
Dated : June 18 2020