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Dabur India Ltd.

BSE: 500096 Sector: Consumer
NSE: DABUR ISIN Code: INE016A01026
BSE 00:00 | 26 Nov 602.00 -4.20
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OPEN 601.10
PREVIOUS CLOSE 606.20
VOLUME 61267
52-Week high 658.75
52-Week low 483.00
P/E 73.50
Mkt Cap.(Rs cr) 106,428
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 601.10
CLOSE 606.20
VOLUME 61267
52-Week high 658.75
52-Week low 483.00
P/E 73.50
Mkt Cap.(Rs cr) 106,428
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 46th AnnualReport on the business and operations of the Company together with the audited accountsfor the financial ended March 31 2021.

Financial Results

Financial performance of the Company is summarised in the table below:

(Rs. in crores)

Particulars Consolidated Standalone
2020-21 2019-20 2020-21 2019-20
Revenue from 9886.94 9008.88 7461.38 6586.70
Operations including other income
Less Expenses:
Cost of goods sold 4788.96 4360.24 3696.82 3244.70
Employee benefits expenses 1033.46 947.74 655.82 578.26
Finance cost 30.81 49.54 9.14 19.27
Depreciation and 240.13 220.45 143.40 129.93
Amortization expenses
Other Expenses 1736.55 1603.26 1272.89 1106.07
Total expenses 7829.91 7181.23 5778.07 5078.23
Profit before share of profit from 2057.03 1827.65 NA NA
Joint venture and exceptional items share of profit of Joint -1.01 -0.01 NA NA
Venture
Profit before exceptional items and tax 2056.02 1827.64 1683.31 1508.47
Exceptional items 0 100.00 0 100
Profit before tax 2056.02 1727.64 1683.31 1408.47
Tax expense 361.07 279.72 301.42 238.12
Net Profit for the year net profit attributable to - 1694.95 1447.92 1381.89 1170.35
Owners of the Holding company 1693.30 1444.96 NA NA
Non-Controlling interest 1.65 2.96 NA NA

TRANSFER TO RESERVES

There is no amount proposed to be transferred to reserves.

Dividend

The Company has paid an interim dividend of Rs.1.75 per share ofRe.1/-each fully paid up (being 175%) on November 25 2020. We are pleasedyear to recommenda dividend of Rs.3/- per share of Re.1/- each fully paid up (being 300%) for the financialyear 2020-21. The dividend recommended if approved by the members will be paid tomembers within the period stipulated by the Companies

Act 2013 (hereinafter referred to as ‘Act`). The aggregatedividend for the year will amount to Rs.4.75 per share of Re.1/- each fully paid up (being475%) as against Rs.3.00 per share of Re.1/- each fully paid up (being 300%) declared lastyear. The dividend payout ratio for the current year is at 50.75%. The dividendrecommended is in accordance with the Company's Dividend Distribution Policy.

Dividend Distribution Policy

To bring transparency in the matter of declaration of dividend andprotect the interests of investors Dabur had in place a Dividend Policy since long. ThePolicy has been revised in the board meeting held on 7th May2021 in accordancewith Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as ‘Listing Regulations') and the Actand has been displayed on the Company's website at link https://www.dabur.com/img/upload-files/166-Dividend-Distribution-Policy.pdf

Unpaid/ unclaimed Dividend

Pursuant to the provisions of Section 124 (5) of the Act Finaldividend for the financial year 2012-13 amounting to Rs.4397959/- and interim dividendfor the financial year 2013-14 amounting to Rs.4382604/- which remained unpaid/unclaimed for a period of 7 years from the date it was lying in the unpaid dividendaccount has been transferred by the Company to the Investors Education and ProtectionFund (IEPF) of the Central Government. The due dates for transfer of unpaid dividend toIEPF for subsequent years is given in the Corporate Governance Report. The list of unpaiddividend declared up to the financial year 2019-20 [updated up to the date of 45thAnnual general meeting (AGM) held on 03.09.2020] and for interim dividend declared duringthe financial year 2020-21 is available on Company`s website www.dabur.com. Shareholdersare requested to check the said lists and if any dividend due to them remains unpaid inthe said lists can approach the Company for release of their unpaid dividend.

Financial statements

In accordance with the Ministry of Corporate Affairs ("MCA")circular dated January 13 2021 read with circulars dated April 08 2020 April 13 2020and May 5 2020 the Annual Report 2020-21 containing complete Balance Sheet Statement ofProfit & Loss other statements and notes thereto including consolidated financialstatements prepared as per the requirements of Schedule III to the Act Directors'Report (including Integrated Reporting and Management

Discussion & Analysis and Corporate Governance Report) is beingsent only via email to all shareholders who have provided their email address(es).

The Annual Report 2020-21 is also available at the Company`s website atwww.dabur.com.

Consolidated Financial statements

In compliance with the applicable provisions of Act including theAccounting Standard Ind AS 110 on Consolidated Financial Statements this Annual Reportalso includes

Consolidated Financial Statements for the financial year 2020-21.Consolidated Turnover was Rs. 9886.94 crores as against Rs.9008.88 crores in the previousyear. Net Profit after Tax (after minority interest) for the year stood at Rs.1693.30crores as against Rs.1444.96 crores in the previous year.

OPERATIONS AND BUSINESS PERFORMANCE

The rating of A1+

Kindly refer to Integrated Reporting and Management

Discussion & Analysis and Corporate Governance Report which formspart of this report.

CORPORATE GOVERNANCE

Good governance practices are a norm at Dabur. The Company is committedto focus on long term value creation and protecting stakeholders' interests byapplying proper care skill and diligence to business decisions. Besides complying withthe legal framework of corporate governance practices Dabur has voluntarily adopted andevolved various practices of governance conforming to highest ethical and responsiblestandards of business globally benchmarked. The Company has also formulated a Policy onGroup Governance to monitor governance of its unlisted subsidiaries across the globe.

The report on Corporate Governance as stipulated under the ListingRegulations forms part of the Annual Report.

A certificate from Auditors of the Company regarding compliance of theconditions of Corporate Governance as stipulated under Schedule V of the ListingRegulations is attached as ‘Annexure 1' and forms part of this report.

Business Responsibility Report

At Dabur fulfilmentof environmental social and governanceresponsibility is an integral part of the way the Company conducts its business.

Business Responsibility Report as stipulated under Regulation 34 of theListing Regulations is available on the website of the Company www.dabur.com at weblinkhttps://www.dabur.com/in/en-us/investor/investor-information/business-responsibility-report-as-per-sebi-listing-regulations.Any Member interested in obtaining a physical copy of the same may write to the CompanySecretary at the Registered Office of the Company.

CREDIT RATING

During the year the Company has sustained its long term bank facilitycredit rating of AAA (stable) which has been reaffirmed by CRISIL. The highest creditrating of AAA awarded by CRISIL reflects the highest degree of safety regarding timelyservicing of financial obligations. Further CRISIL has reaffirmed the rating of NCDprogramme of the Company as AAA (stable). The rating indicates highest degree of safetyregarding timely servicing of financial obligation. The rated instrument carries lowestcredit risk. The Company`s short term bank facility credit rated as forA1+ by CRISIL hasbeen reaffirmed.

Commercial Paper has also been reaffirmed by CRISIL.

This highest rating of A1+ indicates a very strong degree of safetywith regard to timely payment of interest & principal. Such instruments carry lowestcredit risk.

Further ICRA has reaffirmed the rating on NCD programme of the Companyas AAA (stable). The rating indicates highest degree of safety regarding timely servicingof financial obligation. The rated instrument carries lowest credit risk and the outlookon the long-term rating is stable.

Directors

Pursuant to Section 149 152 and other applicable provisionsoftheCompaniesAct2013one-thirdofsuchoftheDirectors as are liable to retire by rotationshall retire every year and if eligible offer themselves for re-appointment at every

AGM. Consequently Mr. Mohit Burman (DIN: 00021963) and Mr.Aditya Chand Burman (DIN:00042277) directors will retire by rotation at the ensuing AGMand being eligible offers themselves for re-appointment in accordance with provisions ofthe Act. The Board of Directors on the recommendation of the Nomination and RemunerationCommittee ("NRC") has recommended their re-appointment. of the independentDirector ascertained Pursuant to Section 149 152 161 read with Schedule

IV and other applicable provisions of the Companies Act 2013Companies (Appointment and Qualification of Directors) Rules 2014 and Listing Regulationsand upon recommendation of Nomination and Remuneration Committee the Board of Directorsof the Company at their meeting held on November 03 2020 had appointed

Mr. Mukesh Hari Butani (DIN: 01452839) as an Additional Director in thecategory of Non-Executive Independent Director of the Company subject to approval of theshareholders in the next Annual General Meeting for a period of 5 consecutive yearsw.e.f. January 01 2021. Mr. Mukesh Hari Butani has given consent for his appointment andhas also submitted necessary disclosures with respect to his appointment.

Mr. Sanjay Kumar Bhattacharrya resigned from the office ofNon-Executive Independent Director of the Company w.e.f. 4th November 2020.The Board of Directors places on record its appreciation for valuable contribution made byMr. Bhattacharrya during his tenure on the Board.

A brief resume of the Directors being appointed/ re-appointedthe nature of expertise in specific functional areas names of companies in which theyhold directorships committee memberships/ chairmanships their shareholding in theCompany etc. have been furnished in the explanatory statement to the notice of theensuing AGM.

The Nomination and remuneration Committee and the Board of Directors ofthe Company recommend their appointment/ re-appointment at the ensuing AGM.

The Company has received necessary declaration from all the IndependentDirectors under section 149(7) of the Act confirming that they meet the criteria ofindependence as laid down in Section 149(6) of the Act and Regulation 16(1) (b) of theListing Regulations. The Company has also received from them declaration of compliance ofRule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules2014 regarding online registration with the ‘Indian Institute of CorporateAffairs' at Manesar for inclusion/ renewal of name in the data bank of IndependentDirectors. With regard to integrity expertise and experience (including the proficiency)of the independent director appointed during the Financial year 2020-21 the Board ofDirectors have taken on record the declarations and confirmations submitted by theindependent director and is of the opinion that the independent director is a person ofintegrity and possesses relevant expertise and experience and his continued association asDirector will be of immense benefit and in the best interest of the Company. With regardto proficiency the online proficiency self-assessment test conducted by the institute asnotified under sub-section (1) of section 150 of the Act the Board of Directors havetaken on record the information submitted by independent director that he/she has compliedwith the applicable laws.

None of the Directors of the Company are related inter-se in terms ofsection 2(77) of the Act including Rules there under.

Key managerial Personnel

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

Mr. P D Narang Whole time director

Mr. Mohit Malhotra Whole time director & Chief Executive officerMr. Ashok Kumar Jain Executive Vice President (Finance) and Company Secretary

Mr. Ankush Jain Chief Financial Officer appointed w.e.f.

01.04.2021. (Mr. Lalit Malik resigned from the services of theCompany w.e.f. 01.04.2021)

Policy on directors' appointment and Policy on remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Act the policyon appointment of Board members including criteria for determining qualificationspositive attributes independence of a director and the policy on remuneration ofdirectors KMP and other employees is attached as ‘Annexure 2 & 3'respectively to this report. The same are also available on the website of the Company atwww. dabur.com at weblinkhttps://www.dabur.com/img/upload-files/111972-policy-on-appointment-of-board-members.pdf

Particulars of remuneration of Directors/ KmP/ employees

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached as ‘Annexure 4A'to this report. Further in terms of the provisions of Section 197(12) of the Act readwith Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of employeesdrawing remuneration in excess of the limits set out in the said rules is attached as‘Annexure 4B' to this report.

Employees stock Option Plan

During the year 59455 options in 2 tranches were granted to eligibleemployees of the Company in terms of Employees Stock Option Plan (Dabur ESOP 2000).

During the financial year 2020-21 there has been no change in theEmployees Stock Option Plan (Dabur ESOP 2000) of the Company. Further it is confirmedthat the ESOP Scheme of the Company is in compliance with SEBI (Share Based EmployeeBenefits) Regulations 2014.

The applicable disclosures as stipulated under Regulation 14 of SEBI(Share Based Employee Benefits) Regulations 2014 with regard to Employees Stock OptionPlan of the Company are available on the website of the Company at www.dabur.com andweblink for the same is https://www.dabur.com/in/en-us/investor/investor-information/ESOPS thatA certificate the EmployeeStock Option Scheme of the Company is implemented in accordance with the SEBI (Share Based

Employee Benefits) Regulations 2014 and in accordance with theresolutions passed in the General Body Meetings will be available for inspection inelectronic mode during the AGM to any person having right to attend the meeting.

Performance evaluation of the Board its committees and individualDirectors

Pursuant to applicable provisions of the Act and the ListingRegulations the Board in consultation with its Nomination and 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. The framework is monitored reviewed and updated by theBoard in consultation with the Nomination and Remuneration Committee based on need andnew compliance requirements.

The annual performance evaluation of the Board its Committees and eachDirector has been carried out for the financialyear 2020-21 in accordance with theframework. The details of evaluation process of the Board its Committees and individualdirectors including independent directors have been provided under the CorporateGovernance Report which forms part of this Report.

Directors' Responsibility statement

Pursuant to the provisions under Section 134(5) of the Act withrespect to Directors' Responsibility Statement the Directors confirm:

a) That in the preparation of the annual accounts the applicableaccounting standards have been followed and no material departures have been made from thesame;

b) That they had selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

c) That they had taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;

d) That they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followedby the company and that such internal financial controls are adequate and were operatingeffectively; and

f) That they had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

STATUTORY AUDITORS AND THEIR REPORT STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and rules madethereunder M/s. Walker Chandiok & Co LLP Chartered Accountants (Firm RegistrationNo. 001076N/ N500013) were appointed as Statutory Auditors of the Company for a term offive consecutive years to hold office from the conclusion of the 42nd AGM heldon 26th July 2017 until the conclusion of 47th AGM of the Company to be heldin the calendar year 2022.

Pursuant to Section 139 and 141 of the Act and relevant Rulesprescribed there under the Statutory Auditors have confirmed that they are notdisqualified from continuing as Auditors of the Company.

The Auditors have also confirmed that they have subjected themselves tothe peer review process of Institute of Chartered Accountants of India (ICAI) and hold avalid certificate issued by the Peer Review Board of the ICAI.

Report of statutory auditors

M/s. Walker Chandiok & Co LLP Chartered Accountants havesubmitted their Report on the Financial Statements of the Company for the FY 2020-21which forms part of the Annual Report 2020-21. There are no observations

(including any qualification reservation adverse remark ordisclaimer) of the Auditors in the Audit Reports issued by them which call for anyexplanation from the Board of Directors.

COST AUDITORS AND THEIR REPORT

As per Section 148 of the Act read with Companies (Cost

Records and Audit) Rules 2014 M/s Ramanath Iyer & Company CostAccountants (Firm`s Membership No.

000019) have been re-appointed as Cost Auditors for the financial year2021-22 to conduct cost audit of the accounts maintained by the Company in respect of thevarious products prescribed under the applicable Cost Audit Rules. The remuneration ofCost Auditors has been approved by the Board of Directors on the recommendation of AuditCommittee. The requisite resolution for ratification of remuneration of Cost Auditors bymembers of the Company has been set out in the Notice of ensuing AGM. The Cost Auditorshave certified that their appointment is within the limits of Section 141(3)(g) of the Actand that they are not disqualified from appointment within the meaning of the said Act.

The Cost Audit Report for the financial year 2019-20 issued by M/sRamanath Iyer & Company Cost Auditors in respect of the various products prescribedunder Cost Audit Rules was filed with the Ministry of Corporate Affairs on 27.08.2020.

There were no observations (including any qualification reservationadverse remark or disclaimer) of the Cost Auditors in the Report issued by them for thefinancial year 2019-20 which call for any explanation from the Board of Directors.

SECRETARIAL AUDITORS AND THEIR REPORT

M/s Chandrasekaran Associates Company Secretaries were appointed asSecretarial Auditors of the Company for the financial year 2020-21 pursuant to section 204of the

Act. The Secretarial Audit Report submitted by them in the prescribedform MR- 3 is attached as ‘Annexure 5' to this report.

There are no qualifications or observations or adverse remarks ordisclaimer of the Secretarial Auditors in the Report issued by them for the financial year2020-21 which call for any explanation from the Board of Directors.

M/s Chandrasekaran Associates Company Secretaries have beenre-appointed to conduct the secretarial audit of the Company for the financial year2021-22. They have confirmed that they are eligible for the said appointment.

INTERNAL FINANCIAL CONTROL SYSTEM

According to section 134(5)(e) of the Act the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient 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 whichensures that all assets are safeguarded and protected and that the transactions areauthorised recorded and reported correctly. The Company's IFC system also comprisesdue compliances with Company`s policies and Standard Operating Procedures (SOP`s) andaudit and compliance by in-house Internal Audit Division supplemented by internal auditchecks from Pricewaterhouse Coopers Pvt. Ltd. the Internal Auditors. The InternalAuditors independently evaluate the adequacy of internal controls and concurrently auditthe majority of the transactions in value terms. Independence of the audit and complianceis ensured by direct reporting of Internal Auditors to the Audit Committee of the Board.

To further strengthen the internal control process the Company hasdeveloped a very comprehensive legal compliance system called ‘e-nforce` whichdrills down from the CEO to the executive level person who is responsible for compliance.This process is fully automated and generate alerts for proper and timely compliance.

Adequacy of internal Financial controls with reference to the financialstatements

The Act re-emphasizes the need for an effective Internal FinancialControl system in the Company which should be adequate and shall operate effectively. 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 effective Internal Financial Controls the Company has laiddown the following measures:

All operations are executed through Standard OperatingProcedures (SOPs) in all functional activities for which key manuals have been put inplace. The manuals are updated and validated as and when required.

All legal and statutory compliances are ensured on a monthlybasis for all locations in India through a fully automated tool called"e-nforce". Non- compliance if any is seriously taken by the management andcorrective actions are taken immediately. Any regulatory amendment is updated periodicallyin the system.

Approval of all transactions is ensured through a pre-approved Delegation of Authority (DOA) Schedule which is in-built into the SAP system. DOAis reviewed periodically by the management and compliance of DOA is regularly checked andmonitored by the auditors.

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

Tier-1: Management/ Strategic/ Proprietary audits are conducted onThe risks faced by the Company regular basis throughout their year impact as peragreed audit plan.

Tier-2: Transaction audits are conducted regularly to ensureaccuracy of financial reporting safeguard and protection of all the assets. Stock auditis conducted on quarterly basis at all locations in India. Fixed Asset Verification isdone on an annual basis including Ind AS-36 testing at all locations.

The audit reports for the above audits are compiled andsubmitted to management committee and audit committee for review and necessary action.

The Company's Books of Accounts are maintained in SAPand transactions are executed through SAP (ERP) setups to ensure correctness/effectiveness of all transactions integrity and reliability of reporting.

The Company has a comprehensive risk management frameworkwhich is evaluated by the Audit Committee annually.

The Company has a robust mechanism of building budgets at anintegrated cross- functional level. The budgets are reviewed on a monthly basis so as toanalyze the performance and take corrective action wherever required.

The Company has in place a well-defined Whistle BlowerPolicy/ Vigil Mechanism.

The Company has a system of Internal Business Reviews. All departmentalheads discuss their business issues and future plans in monthly review meetings. Theyreview their achievements vs. budgets in quarterly review meetings.

Specialized issues like investments property FOREX are discussed intheir respective internal committee meetings.

Compliance of secretarial functions is ensured by way ofsecretarial audit.

Compliance relating to cost records of the company isensured by way of cost audit.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

Dabur has in place comprehensive risk assessment andminimization procedures which are reviewed by the Board periodically. The Risk ManagementCommittee of the Board is responsible for preparation of Risk Management Plan reviewingand monitoring the same on regular basis identifying and reviewing critical risks onregular basis updating the Risk Register on quarterly basis reporting of key changes incritical risks to the Board on an ongoing basis and a detailed report on yearly basisevaluation of risk management systems by the Audit Committee on yearly basis and suchother functions as may be prescribed by the Board.

The Committee holds quarterly meetings to review the critical risksidentified. and their minimization procedures are assessed categorically under the broadheads of High Medium and Low risks. Further the risks control systems are instituted toensure that the risks in each business process are mitigated. The two joint Chief RiskOfficers (CROs) are responsible for the overall risk governance in the Company and reportsdirectly to the Management Committee (MANCOM) which consists of various functional heads.The Board provides oversight and reviews the Risk Management Policy. The Board isresponsible for framing implementing and monitoring the risk management plan of theCompany. During the year Pricewaterhouse Coopers Pvt. Ltd. Internal auditors had testedthe Risk & Control Matrices for various processes as a part of Internal financialcontrol framework. In line with the Listing Regulations cyber security risk is includedin the risk management plan and a Risk Management Policy with respect to Commoditiesincluding through hedging has also been framed by the Company. covid -19 is anunprecedented risk and it has severely affected all the key dimensions of businessoperations both at national level and international level since March

2020. Just as things seemed to be improving to catch up with pre-coviddays the resurgence of infections Covid- 2.0 has assumed almost a tsunami likeproportions with daily caseloads at almost 2X levels of peak of September 2020.

The ground situation is quite grim.

Covid-19 has impacted various key functions viz. Marketing HumanResource Finance function Procurement function Sales and Marketing FunctionManufacturing and plant operations supply chain and logistics Information Technologyetc. But with effective mitigation strategy put in place quickly Dabur has been able tominimize this impact to a great extent. Dabur's COVID Management Strategy has covered– Employee well being Brand Building Driving

Sales Growth Streamlining supply chain and Community Welfare. Many newproducts across Healthcare Home and Personal care and Foods categories have been launchedtargeting the growing consumer need for Immunity-boosters and Hygiene products. Dabur willcontinue taking steps to mitigate the impact of Covid-19.

In the opinion of the Board there has been no identification ofelements of risk that may threaten the existence of the Company.

NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

Dabur has a diverse portfolio consisting of a number of brands andsub-brands across the three verticals of Home and Personal care Healthcare and Foods.During FY 2020-21 the Company also entered the Personal and Home Hygiene on account ofthe consumer need for such products due to the Covid pandemic. The Company has presenceacross various channels such as general groceries chemists organized retail andecommerce. During the year the company followed a channel focus strategy whereby eachchannel was leveraged through specific strategies and teams. This led to high growth inchannels such as general groceries chemists and ecommerce.

During the Covid pandemic the Company launched a number of new productsfor immunity and in personal and home hygiene space.

During fiscal 2020-21 the following new products were launched:

In India:

Dabur Honey Tulsi and Dabur Honey Ashwagandha

Dabur Vedic Suraksha Tea Green and Black Variants

Dabur Pure Herbs Range (Giloy Tulsi Ashwagandha Amla andHaldi)

Dabur Health Drops (Tulsi and Haldi)

Dabur Health Juices Range (Giloy Juice Wheat Grass JuiceAmla Juice Aloe Vera Juices and Giloy-Neem- Tulsi Juice)

Dabur Ayush Kwath Kadha

Dabur Ashwagandha Capsules

Dabur Baby Care Range

Dabur Red Pulling Oil Ayurvedic Mouthwash

Dabur Dant Rakshak

Dabur Herb'l Toothpaste Range (Neem Clove Tulsi)

Dabur Vatika Enriched Hair Oils Range (Aloe Vera ArganOlive and Bringhraj Oil)

Dabur Badam Amla Hair Oil

Dabur Amla Aloe Vera Hair Oil

Dabur Sanitize Range (includes Hand Sanitizers AirSanitizers Surface Disinfectant Sprays Floor Cleaners etc)

Dazzl Range of Home Disinfectant Sprays and Cleaners

Dabur Sanitize Antiseptic Liquid (2 variants)

Dabur Sanitize Germ Protection Soap

Real Mango Drink in PET format

Real Frappe Milkshakes (in 4 flavours Belgian ChocolateFrench Vanilla Mango and Strawberry)

Hommade Chutney Range (Rajasthan ki Garlic Chutney Dilli kiHari Chatpati Chutney Kalonji Tamatar ki Chutney)

Hommade Pickles Range

Hommade Imli Sauce

Hommade Tasty Masala

The following were e-comm first/ e-comm exclusive products launched inIndia:

Dabur Cold Pressed Mustard Oil

Dabur Himalayan Apple Cider Vinegar

Dabur Himalayan Organic Apple Cider Vinegar

Dabur Himalayan Forest Honey

Dabur Organic Honey

Vatika Select Shampoo Range

Dabur 100% Pure Cow Ghee New product launches underInternational Business: In Overseas markets

Vatika Sanitizing Body Wash

Vatika Sanitizing Skin Lotion

Vatika Sanitizing Mist

Dabur Fruit & Veggie Clean

Vatika Multivitamin Oil (Hibiscus for Hair Revitalizationand Egg-Protein for Damage Repair)

Vatika Oilfusion range of Hair Colors

Dabur Honitus Herbal Lozenges

Dabur Honitus Hot Sip

Dabur Pudin Hara Peals

Dabur Herb'l Alpha Range (Activated Charcoal Aloe

Vera Olive and Blackseed)

Dabur Anmol Gold

Dabur Amla Hair Repair Solutions

Range of ORS Olive Oil Sheen Sprays

Range of ORS Hairdress (Coconut Oil Tea Tree Oill JojobaOil)

Range of ORS HAIRepair Vital Oils

Hobby Antibacterial Range (Hand Gel Hand Wash Body Wash)

DermoViva Anti-Bacterial Range (includes soap handsanitizers body wash hand wash wipes)

Dabur Medimax Hand Sanitizer Spray

Dazzl Shield Surface and Floor Disinfectants and Cleaners

Hobby Fantastic Range of Shower Gels

Hobby Fresh Care Range of Shower Gels

Hobby Style & Protect Hair Gel

During the year the Company continued its focus on its power brandsDabur Chyawanprash Dabur Honey Dabur Lal Tail Dabur Honitus Pudin Hara Dabur RedPaste Dabur Amla Hair Oil Real and Vatika. This led to strong growth in these brandsdespite facing Covid headwinds through the year.

In terms of distribution the Company increased its direct reach from1.2 million to 1.43 million taking the total reach to 6.7 million outlets. Through itsinitiatives and led by the changing consumer preference towards contactless channels theCompany saw strong growth in E-commerce channels with its revenue contribution increasingto 6%. Village coverage expansion continued with village coverage reaching 59217 villagesfrom 52298 villages at the start of the year. This expansion in reach along with thenewly launched Project Yoddha wherein we partnered with local representatives in villagesto ensure that our brands and products reached every rural household helped to increasepenetration and post strong growth in rural areas.

During the year the company also captured considerable costoptimization through Project Samriddhi. Under this project cross-functional teams wereformed to reduce costs across different areas like raw materials and packing materiallogistics and supply chain consumer and trade promotions manufacturing manpowerproductivity and overheads. This led to cost savings and operating leverage across costitems.

Further updates regarding operational performance and projectsundertaken by the subsidiary companies can be referred in the report on performance ofsubsidiaries presented elsewhere in this report.

Subsidiaries

Dabur Tunisie a step down wholly owned subsidiary company which wasdecided to be dissolved during the financial year 17-18 is under process of liquidationand is expected to be completed by December 2021.

Herbodynamic India Limited was incorporated on 24.02.2021 as a whollyowned subsidiary Company of Dabur India Limited. This new subsidiary shall engage in thebusiness of manufacturing sale and export of consumer care products.

Pursuant to Section 129 (3) of the Act and Ind - AS 110 issued by theInstitute of Chartered Accountants of India Consolidated Financial Statements presentedby the Company include the financial statements of its subsidiaries.

Further a separate statement containing the salient features of thefinancial statements of subsidiaries of the company in the prescribed form AOC-1 has beendisclosed in the Consolidated Financial Statements.

The Financial Statements as required of the subsidiary companiesshall be available on website of the Company at www.dabur.com.

Report on the highlights of performance of subsidiaries associates andJoint venture companies and their contribution to the overall performance of the company.

Pursuant to Section 134 of the Act and Rule 8(1) of the

Companies (Accounts) Rules 2014 the report on highlights ofperformance of subsidiaries associates and joint venture companies and their contributionto the overall performance of the Company is attached as ‘Annexure 6' to thisreport.

Information with respect to financial position of the above entitiescan be referred in form AOC-1 which has been disclosed in the Consolidated FinancialStatements.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED ON CORPORATE SOCIALRESPONSIBILITIES (CSR) INITIATIVES

The Company has in place a CSR policy in line with Schedule VII of theAct. As per the policy the CSR activities are focused not just around the plants andoffices of the Company but also in other geographical area based on the needs of thecommunities. The five focus areas where special Community

Development programmes were run during the FY 2020-21 are:

1. Corona Support Initiatives.

2. Eradicating hunger poverty and malnutrition.

3. Promoting Health care including preventive health care.

4. Ensuring environmental sustainability.

5. Promotion of Education.

The annual report on CSR activities is furnished in ‘Annexure7' which is attached to this report.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

The paid up share capital of the Company as on 31st March2021 is Rs.1767425349/- divided into 1767425349 equity shares of Re.1/- each. TheCompany's equity shares are listed on the National Stock Exchange of India Limited(NSE) and BSE Limited (BSE). During the year 361457 equity shares of Re.1/- each wereallotted under ESOP scheme of the Company and admitted for trading on NSE and BSE.

The shares are actively traded on NSE and BSE and have not beensuspended from trading.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of this report.

DISCLOSURES NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2020-21 5 (five) number of Board Meetingswere held. For details thereof kindly refer to the section ‘Board of Directors-Number of Board Meetings' in the Corporate Governance Report.

Disclosure on audit committee

The Audit Committee as on March 31 2021 comprises of the followingindependent directors:

Mr. P.N Vijay (Chairman) Mr. R.C. Bhargava Dr S. Narayan Dr AjayDua Mr. Ajit Mohan Sharan and Mr. Mukesh Hari Butani as members. For more details kindlyrefer to the section ‘Committees of the Board - Audit Committee' in theCorporate Governance Report which forms part of this Report.

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

Conservation of energy technology absorption Foreign exchangeearnings and Outgo

Pursuant to provisions of Section 134 of the Act read with

Rule 8(3) of the Companies (Accounts) Rules 2014 the details of Conservationof Energy Technology Absorption Foreign Exchange Earnings and Outgo are attached as‘Annexure 8' to this report.

ENVIRONMENTAL HEALTH AND SAFETY (EHS) REVIEW

Details with respect to Environmental Health and Safety (EHS)revieware attached as ‘Annexure 9' to this report.

ANNUAL RETURN

The Annual Return as on March 31 2021 in the prescribed

Form No. MGT-7 pursuant to section 92 of the Act is available on thewebsite of the Company at www.dabur.com at the linkhttps://www.dabur.com/in/en-us/investor/investor- information/annual-return.

Particulars of loans Guarantees or investments under section 186 ofthe act

Particulars of loans guarantees and investments under Section 186 ofthe Act as at the end of the Financial Year 2020-21 are provided in the standalonefinancial statements the (refer Note No. 47). the contracts or arrangements withrelated parties under section 188(1) of the act

With reference to Section 134(3)(h) of the Act all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were approved by the Audit Committee and wherever requiredalso by the Board of Directors. No contract of arrangement required approval ofshareholders by a resolution.

During end of the year the Company had entered into acontract/transaction with related party M/s Burman Brothers a partnership firm fortaking from them on rent/ pay by use certain assets and services w.e.f. 1.5.2021. Uponrecommendation and approval of the Audit Committee the contract/transaction was approvedby the Board of Directors.

Since the transaction pertains to next financial year disclosure inthe prescribed form AOC-2 is not being reported.

During the year the Company had not entered into any contract orarrangement with related parties which could be considered ‘material' (i.e.transactions exceeding ten percent of the annual consolidated turnover as per the lastaudited financial 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 are requiredto be reported in Form AOC-2 You may also refer to Related Party transactions in NoteNo.54 of the Standalone Financial Statements.

Details in respect of frauds reported by auditors other than thosewhich are reportable to the central Government

The Statutory Auditors Cost Auditors or Secretarial Auditors of theCompany have not reported any frauds to the Audit Committee or to the Board of Directorsunder section 143(12) of the Act including rules made there under.

Disclosure on Public Deposits

During the year under review the Company has neither accepted norrenewed any deposits in terms of Chapter V of the Act and Rules framed thereunder.

Disclosure on vigil mechanism

The Company has established a vigil mechanism through which directorsemployees and business associates may report unethical behavior malpractices wrongfulconduct fraud violation of Company's code of conduct leak or suspected leak ofunpublished price sensitive information without fear of reprisal. The Company has set up aDirect Touch initiative under which all directors employees business associates havedirect access to the Chairman of the Audit committee and also to a three-member directtouch team established for this purpose. The direct touch team comprises one senior womanmember so that women employees of the Company feel free and secure while lodging theircomplaints under the policy. Further information on the subject can be referred to insection ‘Policies Affirmations and Disclosures' - Whistle-Blower Policy / VigilMechanism of the Corporate Governance Report.

Disclosure on cost Records or material Pursuant to provisions ofSection 134 of the Act read with

Rule 8(5) of the Companies (Accounts) Rules 2014 it is confirmed thatmaintenance of cost records as specified by the Central Government under sub-section (1)of section 148 of the Act is required by the Company and accordingly such accounts andrecords are made and maintained.

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 discriminationbetween individuals 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 withrespect and dignity. This is enshrined in values and in the Code of Ethics & Conductof Dabur.

The Company also has in place ‘Prevention of Sexual HarassmentPolicy`. This Anti-Sexual Harassment policy of the Company is in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. All employees (permanent contractual temporary and trainees)are covered under this policy.

The Company has complied with provisions relating to the constitutionof Internal Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 to redress complaints received regardingsexual harassment.

The Direct Touch (Whistle-Blower & Protection Policy) policy alsoprovides a platform to all employees for reporting unethical business practices atworkplace without the fear of reprisal and help in eliminating any kind of misconduct inthe system. The policy also includes misconduct with respect to discrimination or sexualharassment.

The following is a summary of sexual harassment complaints received anddisposed of during the year:

No. of complaints received: 0

No. of complaints disposed of: NA

No. of complaints pending: 0

Significant and material orders passed by the regulators or courts ortribunals impacting the going concerns status and company`s operations in future

The Company has not received any significant orders passed by anyregulatory authority court or tribunal which shall impact the going concern status andCompany`s operations in future.

Secretarial standards

The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to‘Meetings of the Board of Directors' and ‘General Meetings'respectively have been duly followed by the Company.

NDUSTRIAL RELATIONS I

The Company maintained healthy cordial and harmonious industrialrelations at all levels. The enthusiasm and unstinting efforts of employees have enabledthe Company to remain at the leadership position in the industry. It has taken varioussteps to improve productivity across organization.

Acknowledgements

Your Directors place on record their gratitude to the CentralGovernment State Governments and Company's Bankers for the assistance co-operationand encouragement they extended to the Company. Your Directors also wish to place onrecord their sincere thanks and appreciation for the continuing support and unstintingefforts of investors vendors dealers business associates and employees in ensuring anexcellent all around operational performance.

For and on behalf of the Board
amit BuRman
Place: New Delhi Chairman
Date : 07 May 2021 DIN: 00042050

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