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Bajaj Consumer Care Ltd.

BSE: 533229 Sector: Consumer
NSE: BAJAJCON ISIN Code: INE933K01021
BSE 00:00 | 30 Mar 126.45 0.75
(0.60%)
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126.40

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132.00

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124.20

NSE 00:00 | 30 Mar 126.50 -0.25
(-0.20%)
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126.40

HIGH

132.60

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OPEN 126.40
PREVIOUS CLOSE 125.70
VOLUME 38806
52-Week high 353.50
52-Week low 117.50
P/E 8.23
Mkt Cap.(Rs cr) 1,865
Buy Price 124.80
Buy Qty 499.00
Sell Price 132.00
Sell Qty 80.00
OPEN 126.40
CLOSE 125.70
VOLUME 38806
52-Week high 353.50
52-Week low 117.50
P/E 8.23
Mkt Cap.(Rs cr) 1,865
Buy Price 124.80
Buy Qty 499.00
Sell Price 132.00
Sell Qty 80.00

Bajaj Consumer Care Ltd. (BAJAJCON) - Director Report

Company director report

Your Directors have pleasure in presenting their 13th Annual Reportand the Audited Statement of Accounts for the Financial Year ended March 31 2019.

Financial Performance

The summarized financial results of the Company for the Financial Year ended March 312019 are presented below: Rs. (in lacs)

Particulars Financial Year ended Financial Year ended
March 31 2019 March 31 2018
Total revenue 92689.04 85555.98
Profit before interest depreciation and tax 29594.62 28299.54
Finance cost 109.80 116.01
Depreciation 658.72 685.20
Profit before tax 28826.10 27498.33
Provision for taxation – Income Tax 6212.82 5871.38
Profit after tax 22613.28 21626.95
Other Comprehensive Income (30.46) 34.84
Total Comprehensive Income 22582.82 21661.79
Balance brought forward from previous year 13024.40 12665.91
Disposable surplus after adjustments 35607.22 34327.70
Appropriations-
- Interim dividend 20650.00 17700.00
- Corporate dividend tax 4244.67 3603.30
- Transfer to General Reserve - -
- Balance carried to balance sheet 10712.55 13024.40

The Company achieved total revenue of Rs. 92689.04 lacs as compared to Rs. 85555.98lacs in the previous year thereby registering a growth of approximately 8.34% overprevious year. Profit before tax was Rs. 28826.10 lacs as against Rs. 27498.33 lacs ofthe previous year. The Profit after tax stood at Rs. 22613.28 lacs as compared to theprofit of Rs. 21626.95 lacs in the previous year. The operations and financial results ofthe Company are elaborated in the Management Discussion and Analysis Report. There havebeen no material changes & commitments which affects the financial positions of theCompany which have occurred between the end of financial year and the date of this report.

Dividend

The Board of Directors of the Company after considering dividend distribution policyhad declared and paid an Interim Dividend of 1400% (i.e. Rs. 14.00 per share on147500000 Equity Shares of the Face Value of Rs. 1/- each) for the FinancialYear ended March 31 2019. Total outgo on the Interim Dividend was Rs. 24894.67 lacs(including Dividend Tax of Rs. 4244.67 lacs) as against Rs. 21303.30 lacs(including Dividend Tax of Rs. 3603.30 lacs) in the previous year. The above outgoconstitutes a payout ratio of 110.24 % of total comprehensive income as against 98.35 % inthe previous year. The Board has not proposed any Final Dividend and accordingly theInterim Dividend paid during the year shall be treated as Final Dividend for the FinancialYear ended March 31 2019. The Dividend Distribution Policy is available on the website ofthe Company at http://www.bajajconsumercare.com/img/Dividend_Distribution_Policy-291116.pdf and also given in Annexure-1 to thisDirectors' Report.

Change of name of the company

During the year name of the company has been changed to ‘Bajaj Consumer CareLimited' from erstwhile name ‘Bajaj Corp Limited'. The new name is more in line withthe nature of business and takes into cognizance the core values of becoming more consumercentric. Additionally this new name gives more rounded identity to the corporate brand.It will greatly benefit in terms of consumer recall and help in living vision of thecompany.

Share Capital

The paid-up Equity Share Capital of the Company as on March 31 2019 was Rs. 1475.00lacs. There was no change in the Company's Share Capital during the year under review.

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 share in the Company in accordancewith the terms and conditions under the plan. The RSU 2018 aims to reward employees fortheir performance as well as to attract and retain talent in the organization. The Companyviews Restricted Stock Units as an instrument that would enable the Employees to get ashare in the value they create for the Company in the years to come. During the yearunder review Nomination Remuneration & Corporate governance Committee granted total253596 options under RSU 2018 to eligible employees which is equivalent to 0.17% of thepaid-up capital of the company. These options will vest over the period of four years fromthe date of grant. Additional details of the plan as required under Securities &Exchange Board of India (Share Based Employee Benefits) Regulations 2014 are annexed as Annexure-2and forms part of this report and also uploaded on the website of the company atwww.bajajconsumercare.com.

The Statutory Auditors of the Company have certified that the ESOP scheme has beenimplemented in accordance with the SEBI (Share Based Employee Benefits) Regulations 2014and in accordance with the resolution passed by the shareholders at the Annual GeneralMeeting held on July 23 2018 approving such scheme.

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 2019 the Company hadthe following unlisted wholly owned subsidiaries namely:

Uptown Properties and Leasing Private Limited

Bajaj Bangladesh Limited

Bajaj Corp International (FZE)

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 http://www.bajajconsumercare.com/ img/Policy_on_Material_Subsidiary-291116.pdf.

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 2019 the net profit of Uptown was Rs. 7.34lacs as against net losses of

Rs. 70.76 lacs of the previous Financial Year. There were no business activities duringthe Financial Year ended March 31 2019.

Bajaj Bangladesh Limited

During the Financial Year ended March 31 2019 the Company achieved total revenue ofRs. 25.51 lacs as compared to Rs. 46.24 lacs during the previous Financial Year and netloss was Rs. 42.90 lacs as against 67.99 lacs of the previous Financial Year.

Bajaj Corp International (FZE)

During the Financial Year ended March 31 2019 the Company achieved total revenue ofRs. 1245.20 lacs as compared to Rs. 363.48 lacs of the previous Financial Year and netloss was Rs. 450.45 lacs as against Rs. 334.58 lacs of the previous Financial Year.

ConsolidatedFinancialStatements

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 13thAnnual General Meeting (AGM) of the Company. The Consolidated Financial Statements of theCompany have also been prepared in accordance with relevant Accounting Standards issued bythe Institute of Chartered Accountants of India forming part of this Annual Report. Inaccordance with Section 136 of the Companies Act 2013 the Audited Financial Statementsincluding the Consolidated Financial Statements and related information of the Company andAudited Accounts of each of its subsidiaries are available on Company's website atwww.bajajconsumercare.com. These documents are also available for inspection by theMembers at the Registered Office of the Company during business hours on all working daysexcept Saturdays Sundays and National Holidays up to the date of the 13thAGM.

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 athttp://www.bajajconsumercare.com/img/ Corporate Social_ Responsibility_Policy-291116.pdf.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. 543.34 lacs 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 at http://www.bajajconsumercare. com/img/Risk_Management_Policy-291116.pdf.

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 http://bajajconsumercare. com/img/Whistle_Blower_Policy-291116.pdf

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 http://bajajconsumercare.com/img/Policy-on-Nomination-Remuneration-&-Corporate-Governance. pdf.

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 resignation of current Members or a planned expansionof 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 qualifications positive attributes and independence of aDirector.

To recommend to the Board remuneration for Directors Key Managerial personnel andother 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 specifically assigned to other committees andrecommend changes needed to ensure that the company is at best practice;

Examine the impact of statutory changes applicable to the governance practices of theCompany and to recommend measures to implement the same;

To regularly examine ways to

Company's organizational health by improving the hiring retention motivationdevelopment deployment and behaviour of management and other employees.

In this context the Committee will also review the framework and processes formotivating and rewarding performance at all levels of the organization will review theresulting compensation awards and will make appropriate proposals for Board approval. Inparticular it will recommend all forms of compensation to be granted to Directors KeyManagerial Personnel Senior Management and other employees of the Company.

Board of Directors

Appointment of Ms Lilian Jessie Paul as an Independent Director of the Company

The Board of Directors of the Company based on the recommendation of NominationRemuneration and Corporate Governance Committee and subject to the approval ofshareholders has appointed Ms. Lilian Jessie light Paul (DIN: 02864506) as an AdditionalDirector designatedof as an Independent Director with effect from March 19 2019. Ms.Paul has given a declaration of independence which was taken on record by the Board asrequired under the Listing Regulations. Ms. Paul will hold the office till the ensuingAnnual General Meeting (AGM) and hence her candidature for approval by shareholders hasbeen included under item No. 4 of the notice of the 13th AGM. A noticehas been received from a member proposing Ms. the Paul as a candidate for the office ofDirector of the Company. A detailed profile of Ms. Paul along with additional informationrequired under Regulation 36(3) ofpolicy the Listing Regulations and Secretarial Standardon General Meetings is provided separately by way of an Annexure to the Notice of the AGM.

Re-appointment of Independent Directors

Pursuant to the provisions of Section 149(10) of the Companies Act 2013 theIndependent Directors viz. Mr. Aditya Vikram Ramesh Somani Mr. Gaurav Dalmia and Mr.Dilip Cherian have been re-appointed as Independent Directors for the second term of five(5) years effective April 1 2019. The detailed performance evaluation of IndependentDirectors was carried by the Board before recommending their re-appointment to theshareholders.

Resignation of Ms. Vasavdatta Bajaj as a Director not

Ms. Vasavdatta Bajaj (DIN: 06976000) Director of the Company stepped down from theBoard effective March 19 2019 for fulfilling other commitments. The Board places onrecord its appreciation for the outstanding contribution made by regulatory and Ms. Bajajduring her tenure as a Director of the Company.

Retirement by Rotation

As per the provisions of Section 152 of the Companies Actthe 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.Kushagra Nayan Bajaj (DIN: 00017575) Director retires by rotation and being eligibleoffers himself for re-appointment.

A detailed profile of Mr. Bajaj along with additional information required underRegulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetingsis provided separately by way of an Annexure to the Notice of the AGM.

Number of Meetings of the Board

The Board met seven times during the Financial Year 2018-19 namely April 25 2018; May29 2018 July 13 2018; October 23 2018 January 09 2019 January 30 2019 and March19 2019. The maximum time gap between any two Board Meetings was not more than 120 daysas required under Regulation 17 of the Listing Regulations Section 173 of the CompaniesAct 2013 and Secretarial Standard 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 the Chairmanwas also evaluated on key aspects of his role including setting the strategic agenda ofthe Board encouraging active participation by all Board Members. Areas on which theCommittees of the Board were assessed included degree of fulfilment of keyresponsibilities 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 wereevaluated based on parameters such as qualification experience knowledge and competencyfulfilment of functions ability to function as a team initiative commitmentindependence independent views and judgement availability attendance and participationin the discussion at the Meetings adherence to the Code of Ethics (Code of Conduct) ofthe Company as well as the Code for Independent Directors as applicable understanding theenvironment in which the Company operates and contribution to strategic decision andraising valid concerns to the Board interpersonal relations with other Directors andmanagement objective evaluation of Board's performance rendering independent unbiasedopinion safeguarding of confidential information and maintaining integrity.

Details of the policy on evaluation of Board's performance is available on theCompany's website at http:// www.bajajconsumercare.com/img/Board_Performance_Evaluation_Policy-291116.pdf

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 athttp://bajajconsumercare. com/img/Familiarisation_Programme_for_Independent_Directors-291116.pdf

Board Committees

A. Audit Committee

The Audit Committee comprises of following Independent Directors:

1. Mr. Gaurav Dalmia Chairman of the Committee

2. Mr. Aditya Vikram Ramesh Somani

3. Mr. Dilip Cherian

4. Ms. Lilian Jessie Paul (Appointed on March 19 2019) During the financial year underreview all the recommendations made by the Audit Committee were accepted by the Board.

B. Nomination Remuneration & Corporate Governance Committee

The Nomination Remuneration & Corporate Governance Committee comprises offollowing Independent Directors:

1. Mr. Gaurav Dalmia Chairman of the Committee

2. Mr. Aditya Vikram Ramesh Somani

3. Mr. Dilip Cherian

C. Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of following Directors:

1. Mr. Dilip Cherian Chairman of the Committee

2. Mr. Kushagra Nayan Bajaj

3. Mr. Sumit Malhotra

D. Corporate Social Responsibility (CSR) Committee

The CSR Committee comprises of following Directors:

1. Mr. Gaurav Dalmia Chairman of the Committee

2. Mr. Dilip Cherian

3. Mr. Sumit Malhotra

E. Risk Management Committee (Constituted on March 19 2019)

The Risk Management Committee comprises of the following Members:

1. Mr. Aditya Vikram Ramesh Somani Chairman of the Committee

2. Mr. Sumit Malhotra

3. Ms. Lilian Jessie Paul

4. Mr. Ankit Chudiwala

5. Mr. Dharmesh Sanghavi

Key Managerial Personnel

During the year under review Mr. Hitesh Kanani Company Secretary and ComplianceOfficer has resigned effective June 19 2018. The Board places on record its appreciationfor the valuable services rendered by Mr. Hitesh Kanani during his tenure as a CompanySecretary of the Company. Mr. Makarand Karnataki has been appointed as Company Secretaryand Compliance Officer of the Company with effect from July 13 2018.

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 annualfinancial statements for the year ended March 31 2019 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any; b) that such accounting policies as mentioned in the Notes to theFinancial Statements have been selected and applied consistently and judgment andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2019 and of the profit of theCompany for the year ended on that date; c) that proper and sufficient care has been takenfor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) that the annual financial statements havebeen prepared on a going concern basis; e) that proper internal financial controls were inplace and that the financial controls were adequate and were operating effectively; f)that systems to ensure compliance with the provisions of all applicable laws were in placeand 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 ofthe Company held on August 2 2013 the objects of the issue as disclosed in theProspectus dated August 9 2010 issued by the Company for its Initial Public Offer werevaried. In terms of variation the Company has proposed to utilise the balance unutilisedamount of

Rs. 254.72 crore as on March 31 2013 towards area as specified in the notice of theaforesaid Meeting.

The Company has utilized Rs. 153.89 crore upto March 31 2019 out of the balanceunutilized amount of Rs. 254.72 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 http://bajajconsumercare.com/img/ Related_Party_Transaction_Policy-291116.pdf.

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 intoany transaction of a material nature with the Promoters subsidiaries of PromotersDirectors Key Managerial Personnel or their relatives etc. that may have potentialconflict with the interests of the Company.

Transactions with Related Parties are disclosed in the notes to accounts annexed to thefinancial 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 2017approved appointment of M/s. Sidharth N Jain & Co. Chartered Accountants (FirmRegistration No. 018311C) as the Statutory Auditors of the Company for a term of 5 yearsto hold the office from the conclusion of 11th AGM till the conclusionof 16th AGM of the Company.

M/s. Sidharth N Jain & Co. have confirmed that they are within the limitsspecified under Section 141(3)(g) of the Companies Act 2013 and they are not disqualifiedto act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of theCompanies 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 to the shareholders for the year under review does notcontain any modified opinion or qualifications and the observations and comments given inthe report of the Statutory Auditors read together with Notes to accounts areself-explanatory and hence do not call for any further explanation or comments underSection 134(f)(i) of the Companies Act 2013. During the year under review the auditorshave not reported any fraud under Section 143(12) of the Companies Act 2013 andtherefore no details are required to be disclosed under Section 134(3)(c)(a) of theCompanies 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.

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 athttp://bajajconsumercare.com/ img/ Business_ Responsibility_Policy.pdf

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 forms 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 which is available for inspection by the Members at theRegistered Office of the Company during business hours on all working days exceptSaturdays Sundays and National Holidays up to the date of the 13th AGM.If any Member is interested in inspecting the same such Member may write to the CompanySecretary 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 http:// bajajconsumercare.com/img/Code-Of-Conduct For-Regulating-Monitoring-And-Reporting-of_Trading-By-Insiders.pdf The ‘Trading Window' is closedwhen the Compliance Officer determines that a designated person or class of designatedpersons can reasonably be expected to have possession of Unpublished Price SensitiveInformation. The Company Secretary of the Company has been designated as ComplianceOfficer to administer the Code of Conduct and other requirements under SEBI (Prohibitionof Insider Trading) Regulations 2015.

General Disclosure

During the year under review: a) the Company has not issued Equity Shares withdifferential rights as to dividend voting or otherwise pursuant to the provisions ofSection 43 of Companies Act 2013 and Rules made thereunder. b) the Company has not madeany provisions of money or has not provided any loan to the employees of the Company forpurchase of shares of the Company or its holding Company pursuant to the provisions ofSection 67 of Companies Act 2013 and Rules made thereunder. c) the Company has notaccepted any deposit from the public pursuant to the Chapter V of Companies Act 2013 andRules made thereunder. d) the Company has not bought back its shares pursuant to theprovisions of Section 68 of 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 nosignificant material changes and commitments affecting the financial position of theCompany which have occurred between the end of the Financial Year of the Company to whichthe 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 andassistance of Central and State Government authorities bankers customers suppliers andbusiness associates. Your Directors also wish to place on record their deep sense ofappreciation for the committed services by your Company's employees. Your Directorsacknowledge with gratitude the encouragement and support extended by our valuedshareholders.

For and on behalf of the Board of Directors

Kushagra Nayan Bajaj

Chairman (DIN:00017575)

Place : Mumbai

Dated : April 9 2019