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Dabur India Ltd.

BSE: 500096 Sector: Consumer
NSE: DABUR ISIN Code: INE016A01026
BSE 00:00 | 17 Feb 501.00 -4.70
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NSE 00:00 | 17 Feb 500.95 -5.15
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OPEN 506.95
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VOLUME 16221
52-Week high 523.20
52-Week low 357.10
P/E 63.58
Mkt Cap.(Rs cr) 88,532
Buy Price 501.00
Buy Qty 57.00
Sell Price 503.00
Sell Qty 40.00
OPEN 506.95
CLOSE 505.70
VOLUME 16221
52-Week high 523.20
52-Week low 357.10
P/E 63.58
Mkt Cap.(Rs cr) 88,532
Buy Price 501.00
Buy Qty 57.00
Sell Price 503.00
Sell Qty 40.00

Dabur India Ltd. (DABUR) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 44th Annual Report on thebusiness and operations of the Company together with the audited accounts for thefinancial year ended March 31 2019.

Financial Results

Financial results are presented in the table below:

(Rs. in crores)

Particulars

Consolidated

Standalone

2018-19 2017-18 2018-19 2017-18
Revenue from Operations including other Income 8829.22 8053.52 6547.93 5892.29
Less Expenses:
Cost of goods sold 4309.03 3846.41 3257.51 2919.46
Employee benefits expenses 937.91 792.79 572.33 461.13
Finance cost 59.58 53.05 29.80 21.89
Depreciation and Amortization expenses 176.90 162.18 108.83 102.50
Other Expenses 1546.55 1491.70 1076.1 1 999.64
Total Expenses 7029.97 6346.13 5044.58 4504.62
Profit before share of profit from joint venture and exceptional items 1799.25 1707.39 NA NA
share of profit of Joint Venture 0.96 0.24 NA NA
Profit before exceptional items and tax 1800.21 1707.63 1503.35 1387.67
Exceptional items 75.34 14.54 0 14.54
Profit before tax 1724.87 1693.09 1503.35 1373.13
Tax expense 278.62 335.35 239.06 301.08
Net Profit for the year Net profit attributable to - 1446.25 1357.74 1264.29 1072.05
Owners of the Holding Company 1442.33 1354.39 NA NA
Non-Controlling interest 3.92 3.35 NA NA

Transfer to reserves

There is no amount proposed to be transferred to reserves.

Dividend

The Company has paid an interim dividend of ' 1.25 per share of ' 1/-each fully paid up(being 125%) on November 22 2018. We are pleased to recommend a dividend of ' 1.50 pershare of ' 1/- each fully paid up (being 150%) for the financial year 2018-19. Thedividend recommended if approved by the members will be paid to members within theperiod stipulated by the Companies Act 2013. The aggregate dividend for the year willamount to ' 2.75 per share of ' 1/- each fully paid up (being 275%) as against ' 7.50 pershare of ' 1/- each fully paid up (being 750%) which included special dividend of ' 5.00per share (being 500%) declared last year. The dividend payout ratio for the current yearinclusive of corporate tax on dividend distribution is at 46.32%.

Unpaid/ unclaimed Dividend

Pursuant to the provisions of Section 124 (5) of the Companies Act 2013 Finaldividend for the financial year 2010-11 amounting to ' 3243976/- and interim dividendfor the financial year 2011-12 amounting to ' 2990565/- which remained unpaid/ unclaimedfor a period of 7 years from the date it was lying in the unpaid dividend account hasbeen transferred by the Company to the Investors Education and Protection Fund (IEPF) ofthe Central Government. The due dates for transfer of unpaid dividend to IEPF forsubsequent years is given in the Corporate Governance Report. The list of unpaid dividenddeclared up to the financial year 2017-18 (updated up to the date of 43rd AGMheld on 26.07.2018) and for interim dividend declared during the financial year 2018-19 isavailable on Company's website www. dabur.com. Shareholders are requested to check thesaid lists and if any dividend due to them remains unpaid in the said lists can approachthe Company for release of their unpaid dividend.

Financial Statements

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as ‘Listing Regulations') and Section 136 of theCompanies Act 2013 read with Rule 10 of the Companies (Accounts) Rules 2014 theabridged Annual Report containing salient features of the financial statements includingconsolidated financial statements for the financial year 2018-19 along with statementcontaining salient features of the Directors' Report (including Management Discussion& Analysis and Corporate Governance Report) is being sent to all shareholders who havenot registered their email address(es) for the purpose of receiving documents/communication from the Company in electronic mode. Please note that you will be entitledto be furnished free of cost the full Annual Report 2018-19 upon receipt of writtenrequest from you as a member of the Company.

Full version of the Annual Report 2018-19 containing complete Balance Sheet Statementof Profit & Loss other statements and notes thereto including consolidated financialstatements prepared as per the requirements of Schedule III to the Companies Act 2013Directors' Report (including Integrated Reporting and Management Discussion & Analysisand Corporate Governance Report) is being sent via email to all shareholders who haveprovided their email address(es).

Full version of Annual Report 2018-19 is also available for inspection at theregistered office of the Company during working hours up to the date of ensuing Annualgeneral meeting (AGM). It is also available at the Company's website at www.dabur.com.

Consolidated Financial Statements

In compliance with the applicable provisions of Companies Act 2013 including theAccounting Standard Ind AS 110 on Consolidated Financial Statements this Annual Reportalso includes Consolidated Financial Statements for the financial year 2018-19.Consolidated Turnover was ' 8829.22 crores as against ' 8053.52 crores in the previousyear. Net Profit after Tax for the year stood at '1442.33 crores as against ' 1354.39crores in the previous year.

Operations and Business Performance

Kindly refer to Integrated Reporting and Management Discussion & Analysis andCorporate Governance Report which forms part of this report.

Corporate Governance

Corporate governance is a process that aims to allocate corporate resources in a mannerthat maximizes value for all stakeholders - shareholders investors employees customerssuppliers environment and the community at large and holds those at the helms to accountby evaluating their decisions on transparency inclusivity equity and responsibility.Fine corporate governance is an essential standard for establishing the strikinginvestment environment which is needed by competitive companies to gain strong position inefficient financial markets.

At Dabur good governance practices forms part of business strategy which includesinter alia focus on long term value creation and protecting stakeholders interests byapplying proper care skill and diligence to business decisions. Payoffs from stronggovernance practices have been in the sphere of valuations stakeholders' confidencemarket capitalization and high credit ratings in positive context apart from obtaining ofawards from appropriate authorities for brands stocks environmental protection etc.These contributes to Dabur paying uninterrupted dividends to its shareholders. During theFY 2018-19 Dabur India Limited has been awarded as the Best Governed Company by ICSI atits 18th National Awards for Excellence in Corporate Governance for 2018. Thisis the third year in a row and 5th overall that Dabur has been presented thisaward by The Institute of Company Secretaries of India (ICSI). Dabur was presented theAward for implementation of exemplary practices in Corporate Governance Board Structureand Processes and Disclosure Compliances.

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

Business Responsibility Report

At Dabur fulfilment of environmental social and governance responsibility is anintegral part of the way the Company conducts its business.

Business Responsibility Report as stipulated under Regulation 34 of the ListingRegulations is available on the website of the Company www.dabur.com at weblinkhttp://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 thesame may write to the Company Secretary at the Registered Office of the Company.

Credit Rating

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

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

Directors

Pursuant to Section 149 152 and other applicable provisions of the Companies Act2013 one-third of such of the Directors as are liable to retire by rotation shall retireevery year and if eligible offer themselves for re-appointment at every AGM.Consequently Mr. Amit Burman (DIN: 00042050) and Mr. Mohit Burman (DIN: 0021963)Directors will retire by rotation at the ensuing AGM and being eligible offersthemselves for re-appointment in accordance with provisions of the Companies Act 2013.

Pursuant to Section 149 152 read with Schedule IV and other applicable provisions ofthe Companies Act 2013 Companies (Appointment and Qualification of Directors) Rules2014 and Listing Regulations the Board of Directors of the Company in their meeting heldon 31st January 2019 appointed Mr. Ajit Mohan Sharan (DIN: 02458844) as anAdditional Director in the category of Non-Executive Independent Director subject toapproval of shareholders in the ensuing Annual General Meeting for a term of 5 (five)consecutive years w.e.f. 31st January 2019. Mr. Sharan has given consent forhis appointment. The Company has also received a notice in writing from a member proposinghis candidature for the office of Director. Necessary disclosures with respect to hisappointment have also been received by the Company.

Further pursuant to Section 196 197 198 and 203 read with Schedule V of theCompanies Act 2013 and rules made thereunder and Listing Regulations the Board ofDirectors of the Company in their meeting held on 31st January 2019 appointedMr. Mohit Malhotra (DIN: 08346826) as Whole Time Director designated as Chief ExecutiveOfficer (CEO) of the Company. Mr. Mohit Malhotra held the position of CEO- designate up to31st March 2019 and thereafter the position of CEO in place of Mr. SunilDuggal. Mr. Malhotra's appointment is subject to approval of shareholders in the ensuingAnnual General Meeting and other requisite approvals as may be required. The Company hasalso received a notice in writing from a member proposing his candidature for the officeof Director.

Important changes which have occured after the close of Financial Year

As per Section 149 of the Companies Act 2013 the Company had appointed Mr. P N Vijay(DIN: 00049992) Mr. R C Bhargava (DIN: 00007620) Dr. S. Narayan (DIN: 00094081) Dr.Ajay Dua (DIN: 02318948) and Mr. Sanjay Kumar Bhattacharyya (DIN: 01924770) asNon-Executive Independent Directors of the Company w.e.f. 22nd July 2014 andMrs. Falguni Sanjay Nayar (DIN: 00003633) as Non-Executive Independent Director of theCompany w.e.f. 28th July 2014 for a term (first term) of 5 consecutive years.All these Directors are eligible for re-appointment as Independent Directors. Consideringthe good performance evaluation report of these Directors the Board of Directors of theCompany on the recommendation of Nomination & Compensation Committee in theirmeeting held on 19th July 2019 have re-appointed them for a second term of 5(five) consecutive years subject to approval of shareholders in the ensuing AGM. TheCompany has received necessary disclosures and notices with respect to re-appointment ofall the above mentioned Independent Directors.

At the end of the Board Meeting on 19th July 2019

- Dr. Anand Chand Burman Chairman and Director of the Company stepped down from theoffice of Director with immediate effect and

- Mr. Sunil Duggal Director who had resigned from executive position w.e.f. 16thMay 2019 resigned from the office of Director with immediate effect.

- Further pursuant to Section 149 152 and other applicable provisions of theCompanies Act 2013 Companies (Appointment and Qualification of Directors) Rules 2014and Listing Regulations the Board of Directors of the Company upon recommendation ofNomination and Remuneration Committee in their meeting held on 19th July 2019appointed Mr. Aditya Burman (DIN: 00042277) as an Additional Director in the category ofNon-Executive Promoter Director subject to approval of shareholders in the ensuing AnnualGeneral Meeting. Mr. Aditya Burman has given consent for his appointment. The Company hasreceived a notice in writing from a member proposing his candidature for the office ofDirector of the Company.

A brief resume of the Directors being appointed/ re-appointed the nature of expertisein specific functional areas names of companies in which they hold Directorshipscommittee memberships/ chairmanships their shareholding in the Company etc. have beenfurnished in the explanatory statement to the notice of the ensuing AGM.

The Nomination and Remuneration Committee and the Board of Directors of the Companyrecommend their appointment/ re-appointment at the ensuing AGM.

The Company has received necessary declaration from all the Independent Directors underSection 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down in Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the Listing Regulations.

None of the Directors of the Company are related inter-se in terms of Section 2(77) ofthe Companies Act 2013 including rules thereunder.

Key Managerial Personnel

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

Mr. P D Narang Whole Time Director

Mr. Mohit Malhotra Whole Time Director (Chief Executive officer (CEO)- India Businessas KMP w.e.f. May 1 2018 Whole Time Director & CEO- designate w.e.f. January 312019 and Whole Time Director & CEO w.e.f. April 1 2019)

Mr. Lalit Malik Chief Financial Officer

Mr. Ashok Kumar Jain Executive Vice President (Finance) and Company Secretary

Mr. Sunil Duggal Whole Time Director (CEO up to March 31 2019). He has ceased asWhole Time Director w.e.f. May 16 2019 however he shall continue as Non-ExecutiveDirector.

Important changes which have occured after the close of Financial Year

Mr. Sunil Duggal has resigned from the office of Director on July 19 2019 at the endof the board meeting held on that day.

Policy on Directors' appointment and Policy on Remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act 2013 the Policyon appointment of Board Members including criteria for determining qualificationspositive attributes independence of a Director and the Policy on remuneration ofDirectors KMP and other employees is attached as ‘Annexure 2 & 3' respectivelyto this report. The same are also available on the website of the Company at www.dabur.comat weblink https:// www.dabur.com/img/upload-files/1 1 1972-policy-on-Directors-appointment-and-policy-on-remuneration.pdf.

Particulars of remuneration of Directors/ KMP/ Employees

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached as ‘Annexure 4A' tothis report. Further in terms of the provisions of Section 197(12) of the Act read withRules 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 6744864 options in 3 tranches were granted to eligible employees ofthe Company in terms of Employees Stock Option Plan (Dabur ESOP 2000).

During the financial year 2018-19 there has been no change in the Employees StockOption Plan (Dabur ESOP 2000) of the Company. Further it is confirmed that the ESOPScheme of the Company is in compliance with SEBI (Share Based Employee Benefits)Regulations 2014.

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

Number of Meetings of the Board

During the Financial Year 2018-19 4 (four) number of Board Meetings were held. Fordetails thereof kindly refer to the section ‘Board of Directors- Number of BoardMeetings' in the Corporate Governance Report.

Performance Evaluation of the Board its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations the Board in consultation with its Nomination & Remuneration Committeehas formulated a framework containing inter-alia the criteria for performance evaluationof the entire Board of the Company its Committees and individual Directors includingIndependent Directors. The framework is monitored reviewed and updated by the Board inconsultation with the Nomination and Remuneration Committee based on need and newcompliance requirements.

The annual performance evaluation of the Board its Committees and each Director hasbeen carried out for the financial year 201819 in accordance with the framework. Thedetails of evaluation process of the Board its Committees and individual Directorsincluding Independent Directors have been provided under the Corporate Governance Reportwhich forms part of this Report.

Directors' Responsibility Statement

Pursuant to the provisions under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement the Directors confirm:

a) That in the preparation of the annual accounts the applicable accounting standardshave been followed and no material departures have been made from the same;

b) That they had selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

c) That they had taken proper and sufficient care 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 they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively; and

f) That they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Statutory Auditors and their Report

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 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 AnnualGeneral Meeting held on 26th July 2017 until the conclusion of 47thAnnual General Meeting of the Company to be held in the calendar year 2022 subject toannual ratification by members at every Annual General Meeting on such remuneration asmay be decided by the Audit Committee of the Board. However as per the CompaniesAmendment Act 2017 the requirement of annual ratification has been omitted.

Pursuant to Section 139 and 141 of the Companies Act 2013 and relevant Rulesprescribed there under the Company has received certificate dated 1st May2019 from the Auditors to the effect inter-alia confirming that their appointmentcontinues to be within the limits laid down by the Act is as per the term provided underthe Act that they are not disqualified for continuing such appointment under theprovisions of applicable laws and also that there are no pending proceedings against themor any of their partners with respect to professional matters of conduct.

The Auditors have also confirmed that they have subjected themselves to the peer reviewprocess of Institute of Chartered Accountants of India (ICAI) and holds a validcertificate issued by the Peer Review Board of the ICAI.

Report of Statutory Auditors

M/s. Walker Chandiok & Co LLP Chartered Accountants have submitted their Reporton the Financial Statements of the Company for the FY 2018-19 which forms part of theAnnual Report 2018-19. There are no observations (including any qualificationreservation adverse remark or disclaimer) of the Auditors in their Audit Reports that maycall for any explanation from the Directors.

Cost Auditors and their Report

As per Section 148 of the Companies Act 2013 read with Companies (Cost Records andAudit) Rules 2014 M/s Ramanath Iyer & Company Cost Accountants (Firm's MembershipNo. 000019) have been re-appointed as Cost Auditors for the financial year 2019-20 toconduct cost audit of the accounts maintained by the Company in respect of the variousproducts prescribed under the applicable Cost Audit Rules. The remuneration of CostAuditors 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 annual general meeting.The Cost Auditors have certified that their appointment is within the limits of Section141(3)(g) of the Companies Act 2013 and that they are not disqualified from appointmentwithin the meaning of the said Act.

The Cost Audit Report for the financial year 2017-18 issued by M/s Ramanath Iyer &Company Cost Auditors in respect of the various products prescribed under Cost AuditRules was filed with the Ministry of Corporate Affairs on 23.08.2018.

Secretarial Auditors and their Report

M/s Chandrasekaran Associates Company Secretaries were appointed as SecretarialAuditors of the Company for the financial year 2018-19 pursuant to Section 204 of theCompanies Act 2013. The Secretarial Audit Report submitted by them in the prescribed formMR- 3 is attached as ‘Annexure 5' to this report.

There are no qualifications or observations or adverse remarks or disclaimer of theSecretarial Auditors in the Report issued by them for the financial year 2018-19 whichcall for any explanation from the Board of Directors.

M/s Chandrasekaran Associates Company Secretaries have been re-appointed to conductthe secretarial audit of the Company for the financial year 2019-20. They have confirmedthat they are eligible for the said appointment.

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

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

Internal Financial Control System

According to Section 134(5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.

The Company has a well placed proper and adequate IFC system which ensures that allassets are safeguarded and protected and that the transactions are authorised recordedand reported correctly. The Company's IFC system also comprises due compliances withCompany's policies and Standard Operating Procedures (SOP's) and audit and compliance byin-house Internal Audit Division supplemented by internal audit checks fromPricewaterhouse Coopers Pvt. Ltd. the Internal Auditors and various transaction auditors.The Internal Auditors independently evaluate the adequacy of internal controls andconcurrently audit the majority of the transactions in value terms. Independence of theaudit and compliance is ensured by direct reporting of Internal Auditors to the AuditCommittee of the Board.

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

Adequacy of Internal Financial Controls with reference to the financial statements

The Companies Act 2013 re-emphasizes the need for an 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 disclosed in the Board's report.

To ensure effective Internal Financial Controls the Company has

laid down the following measures:

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

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

• Approval of all transactions is ensured through a preapproved Delegation ofAuthority (DOA) Schedule which is inbuilt into the SAP system. DOA is reviewedperiodically by the Management and compliance of DOA is regularly checked and monitored bythe Auditors.

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

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

o Tier-2: Transaction audits are conducted regularly to ensure accuracy of financialreporting safeguard and protection of all the assets. Stock audit is conducted onquarterly basis at all locations in India. Fixed Asset Verification is done on an annualbasis including Ind AS- 36 testing at all locations.

o The audit reports for the above audits are compiled and submitted to managementcommittee and audit committee for review and necessary action.

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

• The Company has a comprehensive risk management framework.

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

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

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

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

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

• After close of the financial year the internal auditors have issued their reportapprising the company of certain gaps in design/ operating effectiveness of controls forwhich the management has agreed to take remedial action.

Development and implementation of Risk Management

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

The Committee holds quarterly meetings to review the critical risks identified. Therisks faced by the Company their impact and their minimization procedures are assessedcategorically under the broad heads of High Medium and Low risks. The Risk Register ofthe Company is also audited by internal auditors of the Company.

Further the risks control systems are instituted to ensure that the risks in eachbusiness process are mitigated. The two joint Chief Risk Officers (CROs) are responsiblefor the overall risk governance in the Company and reports directly to the ManagementCommittee (MANCOM) which consists of various functional heads. The Board providesoversight and reviews the Risk Management Policy on a quarterly basis. The Board isresponsible for framing implementing and monitoring the risk management plan of theCompany. During the year Pricewaterhouse Coopers Pvt. Ltd. Internal auditors had testedthe Risk & Control Matrices for various processes as a part of Internal financialcontrol framework. These Risk & Control Matrices were prepared by them during the lastfinancial year.

In line with the Listing Regulations during the year cyber security risk has beenincluded in the risk management plan and a Risk Management Policy with respect toCommodities including through hedging has also been framed by the Company.

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

Nature of business

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

Dabur has a diverse portfolio consisting of a number of brands and sub-brands acrossthe three verticals of Home and Personal care

Healthcare and Foods. In addition the Company has presence across various channels suchas general groceries chemists organized retail and ecommerce. During the year thecompany followed a channel focus strategy whereby each channel was leveraged throughspecific strategies and teams. This led to high growth in channels such as ruralorganized retail and ecommerce.

During fiscal 2018-19 the Company launched the following new products:

In India

• Ethnic Masala Range of Juices in 3 variants - Masala Guava Masala Pomegranateand Alphonso Mango Nectar

• A new variant of Hajmola called the Hajmola Chat Cola

• A new SKU of Honey Squeezy in 225 gm to increase the penetration andaffordability of honey in India

• A new format of Odonil in the form of a convenient fragrance card calledOdonil Smile

• Hridyasava an Ayurvedic medicine beneficial for heart

Recognizing that India is a mosaic nation full of consumers of different culturesbeliefs and preferences Dabur has embarked upon a region-focused and analytics-basedinitiative RISE. Under this initiative the company looks at India through the lens of 12geographical clusters. The company successfully completed the first phase of project whichentails collecting insights and ideas from these clusters. A pilot project was commencedin North East based on these insights and the region has shown tremendous growth. As wemove along the course of RISE we expect to launch products and initiatives with differentpropositions and characteristics which are closer to the consumer's pulse in therespective market.

During the year the company initiated a project called ‘Lakshya' which entailsimproving range availability at C&FA and distributors improving lead time adherenceimproving the OTIF (On-Time and In-Full) metric for modern retail reducing logistics costand finished good inventory. It is a comprehensive supply chain project which will help ustransform into a leaner and more efficient company. We have seen considerable improvementson this front in this fiscal year and expect to see further gains in the coming year.

New product launches under International Business: In Overseas markets

• New range of Hair Waxes and Hair Mousse in Hobby Turkey

• Vatika Afro Naturals Range in South Africa

• Olive Oil with Black Castor in South Africa

• ORS Fix-It Range

• Vatika Serum Dermoviva Face Wash Amla Hammam Zaith Amla Kids and ORS in Egypt

Further updates regarding operational performance and projects undertaken by thesubsidiary companies can be referred in the report on highlights of performance ofsubsidiaries presented elsewhere in this report.

Subsidiaries

Dabur Tunisie a step down wholly owned subsidiary company which was decided to bedissolved during the financial year 17-18 is under process of liquidation and is expectedto be completed by December 2019.

Pursuant to Section 129 (3) of the Companies Act 2013 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 the financialstatements of subsidiaries of the company in the prescribed form AOC-1 has been disclosedin the Consolidated Financial Statements.

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

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

Report on the highlights of performance of Subsidiaries Associates and Joint VentureCompanies and their contribution to the overall performance of the company.

Pursuant to Section 134 of the Companies Act 2013 and Rule 8(1) of the Companies(Accounts) Rules 2014 the report on highlights of performance of subsidiaries associatesand joint venture companies and their contribution to the overall performance of theCompany is attached as ‘Annexure 6' to this report.

Information with respect to financial position of the above entities can be referred inform AOC-1 which has been disclosed in the Consolidated Financial Statements.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

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

Environmental Health and Safety (EHS) Review

Details with respect to Environmental Health and Safety (EHS) review are attached as‘Annexure 8' to this report.

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

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

1. Eradicating hunger poverty and malnutrition.

2. Promoting Health care including preventive health care.

3. Ensuring environmental sustainability.

4. Promotion of Education.

The annual report on CSR activities is furnished in ‘Annexure 9' which is attachedto this report.

Change in Capital Structure and Listing of Shares

The paid up share capital of the Company as on 31st March 2019 is'1766291141/- divided into 1766291141 equity shares of ' 1/- each. The Company'sequity shares are listed on the National Stock Exchange of India Limited (NSE) and BSELimited (BSE). During the year 4770631 equity shares of '1/- each were allotted underESOP scheme of the Company and admitted for trading in NSE and BSE.

Important changes which have occured after the close of Financial Year

After the close of Financial Year on May 31 2019 764531 equity shares of '1/- eachwere allotted under ESOP scheme of the Company and have been admitted for trading on NSEand BSE. Accordingly the paid up share capital of the Company w.e.f. May 31 2019 is'1767055672/- divided into 1767055672 equity shares of ' 1/- each.

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

Delisting of shares from Metropolitan Stock Exchange of India Ltd. (MSEI)

During the year the Company had applied for voluntary delisting of its equity sharesfrom Metropolitan Stock Exchange of India Ltd. (MSEI). Accordingly trading in EquityShares of the Company on MSEI was suspended w.e.f. October 03 2018 and the Company wasdelisted from the Capital Market Segment of the Exchange w.e.f. October 10 2018.

Annual Return

The extract of Annual Return as on March 31 2019 in the prescribed Form No. MGT-9pursuant to Section 92 of the

Companies Act 2013 is available on the website of the Company at www.dabur.com at thelink https://www.dabur.com/img/ assets/20306-extract-of-annual-return.pdf

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

Particulars of loans guarantees and investments under Section 186 of the Act as at theend of the Financial Year 2018-19 are provided in the standalone financial statements(refer Note No. 47).

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

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

During the year the Company had not entered into any contract or arrangement withrelated parties which could be considered ‘material' (i.e. transactions exceeding tenpercent of the annual consolidated turnover as per the last audited financial statementsentered into individually or taken together with previous transactions during thefinancial year) according to the policy of the Company on materiality of Related PartyTransactions. Accordingly there are no transactions that are required to be reported inform AOC-2.

However you may refer to Related Party transactions in Note No. 54 of the StandaloneFinancial Statements.

Disclosure on Audit Committee

The Audit Committee as on March 31 2019 comprises of the following IndependentDirectors:

Mr. P.N Vijay (Chairman) Mr. R.C. Bhargava Dr. S. Narayan Dr. Ajay Dua and Mr. S.K.Bhattacharyya as members. For more details kindly refer to the section ‘Committees ofthe Board - Audit Committee' in the Corporate Governance Report which forms part of thisReport.

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

Disclosure on Public Deposits

During the year under review the Company has neither accepted nor renewed any depositsin terms of Chapter V of the Companies Act 2013 and Rules framed thereunder.

Disclosure on Vigil Mechanism

The Company has established a vigil mechanism through which Directors employees andbusiness associates may report unethical behavior malpractices wrongful conduct fraudviolation of Company's code of conduct leak or suspected leak of unpublished pricesensitive information without fear of reprisal. The Company has set up a Direct Touchinitiative under which all Directors employees business associates have direct accessto the Chairman of the Audit committee and also to a three- member Direct Touch teamestablished for this purpose. The Direct Touch team comprises one senior woman member sothat women employees of the Company feel free and secure while lodging their complaintsunder the policy. Further information on the subject can be referred to in section‘Policies Affirmations and Disclosures' - Whistle-Blower Policy / Vigil Mechanism ofthe Corporate Governance Report.

Disclosure on Cost Records

Pursuant to provisions of Section 134 of the Companies Act 2013 read with Rule 8(5) ofthe Companies (Accounts) Rules 2014 it is confirmed that maintenance of cost records asspecified by the Central Government under Sub-Section (1) of Section 148 of the CompaniesAct 2013 is required by the Company and accordingly such accounts and records are madeand maintained.

Dividend Distribution Policy

To bring transparency in the matter of declaration of dividend and protect theinterests of investors Dabur had in place a Dividend Policy since long. The Policy wasrevised in Financial year 2016-17 in accordance with Regulation 43A of the ListingRegulations and the Companies Act 2013 and has been displayed on the Company's website atwww.dabur.com. The Policy is attached as ‘Annexure 10' to this report.

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

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

At Dabur every individual is expected to treat his/her colleagues with respect anddignity. This is enshrined in values and in the Code of Ethics & Conduct of Dabur.

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

The Company has complied with provisions relating to the constitution of InternalComplaints Committee (ICC) under The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 to redress complaints received regarding sexualharassment.

The Direct Touch (Whistle-Blower & Protection Policy) Policy also provides aplatform to all employees for reporting unethical business practices at workplace withoutthe fear of reprisal and help in eliminating any kind of misconduct in the system. Thepolicy also includes misconduct with respect to discrimination or sexual harassment.

The following is a summary of sexual harassment complaints received and disposed ofduring the year:

• No. of complaints received: 0

• No. of complaints disposed of: 0

• No. of complaints pending: 0

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

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

Material changes and commitments affecting the financial position of the Company

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

Industrial Relations

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

Acknowledgements

Your Directors place on record their gratitude to the Central Government StateGovernments and Company's Bankers for the assistance co-operation and encouragement theyextended to the Company. Your Directors also wish to place on record their sincere thanksand appreciation for the continuing support and unstinting efforts of investors vendorsdealers business associates and employees in ensuring an excellent all around operationalperformance.

For and on behalf of the Board

AMIT BURMAN
Place : New Delhi Chairman
Date : July 19 2019 DIN: 00042050

INDEPENDENT AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

To the Members of Dabur India Limited

1. This certificate is issued in accordance with the terms of our engagement letterdated 26 July 2018.

2. We have examined the compliance of conditions of corporate governance by Dabur IndiaLimited (‘the Company') for the year ended on 31 March 2019 as stipulated inRegulations 17 to 27 Clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E ofSchedule V of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (‘Listing Regulations').

Management's Responsibility

3. The compliance of conditions of Corporate Governance is the responsibility of themanagement. This responsibility includes the designing implementing and maintainingoperating effectiveness of internal control to ensure compliance with the conditions ofcorporate governance as stipulated in the Listing Regulations.

Auditor's Responsibility

4. Pursuant to the requirements of the Listing Regulations our responsibility is toexpress a reasonable assurance in the form of an opinion as to whether the Company hascomplied with the conditions of corporate governance as stated in paragraph 2 above. Ourresponsibility is limited to examining the procedures and implementation thereof adoptedby the Company for ensuring the compliance with the conditions of corporate governance. Itis neither an audit nor an expression of opinion on the financial statements of theCompany.

5. We have examined the relevant records of the Company in accordance with theapplicable generally accepted auditing standards in India the Guidance Note onCertification of Corporate Governance issued by the Institute of Chartered Accountants ofIndia (‘ICAI') and Guidance Note on Reports or Certificates for Special Purposes(Revised 2016) issued by the ICAI which requires that we comply with the ethicalrequirements of the Code of Ethics issued by the ICAI.

6. We have complied with the relevant applicable requirements of the Standard onQuality Control (SQC) 1 Quality Control for Firms that Perform Audits and Reviews ofHistorical Financial Information and Other Assurance and Related Services Engagements.

Opinion

7. Based on the procedures performed by us and to the best of our information andaccording to the explanations provided to us in our opinion the Company has complied inall material respects with the conditions of corporate governance as stipulated in theListing Regulations during the year ended 31 March 2019.

We state that such compliance is neither an assurance as to the future viability of theCompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the Company.

Restriction on use

8. This certificate is issued solely for the purpose of complying with the aforesaidregulations and may not be suitable for any other purpose.

For Walker Chandiok & Co LLP
Chartered Accountants
Firm Registration No. 001076N/N500013
Anupam Kumar
Partner
Place : New Delhi Membership No. 501531
Date : May 2 2019 UDIN:19501531AAAAAH9832

Annexure 2

Policy on Appointment of Board Members

Constitution & Size

Members

• Chairman

• Promoter Family nominee(s)

• Executive members

• Independent members

Profile

• Board should ideally comprise of 12 members

• 50% of members should be independent

• The Chairman should be elected by the Board and should be Non-Executive

• Not more than 4 nominees from the Promoter's family including Chairman

The skill profile of independent Board Members will be driven by the key tasks definedby the Board for them

• Independent Corporate Governance

• Guiding strategy and Enhancing Shareholders Value

• Monitoring Performance Management Development & Compensation

• Control & Compliance

Skill profile of Board Members (multiple skills could be combined in one individual)

Key Skill Area/ Qualification Essential/ positive Attributes Desirable Attributes
1. Strategy/ Business Leadership • 2-3 years experience as a CEO preferably of an MNC in India FMCG experience
2. Corporate Strategy Consultant • Consultant/Academician with experience in FMCG Industry and business strategy Basic understanding of Finance
3. Sales and Marketing experience • At least 10 years experience in sales and marketing Experience with FMCG or other
• Good understanding of commercial processes consumer products
• 2-3 years as head of sales or marketing
4. Corporate Law • Expert knowledge of Corporate Law Experience in trade/ consumer related laws
5. Finance • At least 5 years as a CEO or as head of a merchant banking operation FMCG experience
6. Trade Policy & Economics • Expert knowledge of Trade & Economic Policies FMCG experience
7. Administration & Government Relations • Retired Bureaucrat Basic understanding of Finance & Business
8. Ayurvedic specialist (till Ayurvedic specialities Business is part of FMCG business) • Ayurvedic doctor with a minimum of 20 years experience as a practitioner/ researcher Basic understanding of finance and business

Other Directors could be based on company's priority at a particular time:

• Knowledge of export markets that Dabur is focusing on

• Commodity procurement expert

Board Diversity

• There should not be concentration of Board Members based on a particular skillprofile.

• Board Member should be selected preferably from all the key skill areas definedearlier.

• Gender diversity: Board should have atleast one Women Director.

Criteria for Determining Independence of a Director

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

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

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

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

5. Apart from receiving sitting fees should have or had no pecuniary relationshipother than remuneration as such Director or having transaction not exceeding ten per cent.of his total income or such amount as may be prescribed with the Company its holdingsubsidiary or associate company or their Promoters or Directors during the twoimmediately preceding financial years or during the current financial year;

6. none of whose relatives—

(i) is holding any security of or interest in the company its holding subsidiary orassociate company during the two immediately preceding financial years or during thecurrent financial year:

Provided that the relative may hold security or interest in the company of face valuenot exceeding fifty lakh rupees or two per cent. of the paid-up capital of the companyits holding subsidiary or associate company or such higher sum as may be prescribed;

(ii) is indebted to the company its holding subsidiary or associate company or theirPromoters or Directors in excess of such amount as may be prescribed during the twoimmediately preceding financial years or during the current financial year;

(iii) has given a guarantee or provided any security in connection with theindebtedness of any third person to the company its holding subsidiary or associatecompany or their promoters or Directors of such holding company for such amount as maybe prescribed during the two immediately preceding financial years or during the currentfinancial year; or

(iv) has any other pecuniary transaction or relationship with the company or itssubsidiary or its holding or associate company amounting to two per cent. or more of itsgross turnover or total income singly or in combination with the transactions referred toin sub-clause (i) (ii) or (iii);

7. Neither himself nor any of his relatives -

- holds or has held the position of a Key Managerial Personnel or is or has been anemployee of the company or its holding subsidiary or associate company in any

of the three financial years immediately preceding the financial year in which he isproposed to be appointed; Provided that in case of a relative who is an employee therestriction under this clause shall not apply for his employment during preceding threefinancial years.

- is or has been an employee or proprietor or a partner in any of the three financialyears immediately preceding the financial year in which he is proposed to be appointed of-

• a firm of Statutory Auditors or Secretarial Auditors or Cost Auditors of thecompany or its holding subsidiary or associate company; or

• any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten percent or more of the grossturnover of such firm;

- holds together with his relatives two percent or more of the total voting power ofthe company;

- is a Chief Executive or Director by whatever name called of any Non-ProfitOrganization that receives twenty-five percent or more of its receipts from the companyany of its Promoters Directors or its holding subsidiary or associate company or thatholds two percent or more of the total voting power of the company;

- is a material supplier service provider or customer or a lessor or lessee of thecompany;

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

9. who is not a Non-Independent Director of another company on the Board of which anyNon-Independent Director of the

Company is an Independent Director:

10. Shall possess such other qualifications as may be prescribed.

11. Shall not serve as Independent Director in

- more than 7 listed companies;

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

Remuneration Policy

1. Objective :

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

2. Policy :

Remuneration Design and Mix

a) Total Fixed Pay: Enable us to attract retain and develop the talent we need tosucceed

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

2. Reinforces roles and accountabilities.

3. Is flexible and supportive of our organization's growth.

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

5. Provides salary management guidelines so that decisions are made with confidenceintegrity and speed.

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

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

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

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

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

2. Utilizes company and business unit/department based metrics which are necessary forlong term business sustenance and shareholder wealth creation.

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

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

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

d) Benefits: Provide programs that meet people's needs and are cost effective andutilize Innovative programs that make us distinctive as an organization

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

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

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

4. Provide benefits that are cost effective from both an individual and a companyperspective.

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

1. Reinforces individual and team's behavior that makes us more competitive efficientand important to our customers.

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

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

f) Annual Performance Linked Enhancement that recognizes the performance of theresource keeping in view the achievement of organizational goals and departmental goals.

g) Remuneration to Independent Directors:

1. Sitting Fee as approved by the Board.

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

3. No Stock options.

Tools for an effective Remuneration Policy implementation:

1. Remuneration Benchmark studies

2. Compilation of Live data while recruiting talent

3. Talent attrition studies

4. Benchmarking with Best Industry Practices

5. Participation in various forums

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

S.N. Particulars
(i) The Ratio of the remuneration of each Executive Director to the median remuneration of the employees of the company for the financial year. a Mr. Sunil Duggal Chief Executive Officer 246: 1
b Mr. P D Narang Whole Time Director 246: 1
c *Mr. Mohit Malhotra Whole Time Director (CEO Designate) 133.1
(ii) The percentage increase in remuneration of each Executive Director Chief Financial Officer Chief Executive Officer Company Secretary in the financial year. a Mr. Sunil Duggal Chief Executive Officer 10%
b Mr. P D Narang Whole Time Director 10%
c **Mr. Mohit Malhotra Whole Time Director (CEO Designate) NA
d Mr. Lalit Malik Chief Financial Officer 12.20%
e Mr. Ashok Kumar Jain EVP (Finance) & Company Secretary 8.90%
(iii) The percentage increase in the median remuneration of employees in the financial year. 6.70%
(iv) The number of permanent employees on the rolls of the company. 4974
(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. The average percentile increase in the managerial remuneration has been 9.9% while for others it is about 9.8%. This is based on Remuneration policy of the Company that rewards people differentially based on their contribution and also ensures that external market competitiveness and internal relativities are taken care of.
(vi) It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

*Appointed as Whole Time Director w.e.f. 31.01.2019. However for calculation of ratiofull year remuneration has been considered. **Not applicable as there was no increment inremuneration during his tenure as CEO designate / CEO.

NOTES:

1. Shares allotted under ESOP Scheme of the Company have not been included in theabove.

2. The Non- Executive Independent Directors are paid only sitting fees for attendingthe meetings of the Board and its Committees. The Non- Executive (Non- Independent)Directors of the Company do not receive any remuneration from the Company. The ratio ofremuneration and percentage increase in remuneration of these Directors is therefore notconsidered for the above information.