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Emami Ltd.

BSE: 531162 Sector: Consumer
BSE 09:35 | 25 Oct 538.00 -5.05






NSE 09:24 | 25 Oct 539.80 -3.00






OPEN 545.95
52-Week high 621.35
52-Week low 338.05
P/E 47.74
Mkt Cap.(Rs cr) 23,914
Buy Price 537.80
Buy Qty 75.00
Sell Price 538.95
Sell Qty 79.00
OPEN 545.95
CLOSE 543.05
52-Week high 621.35
52-Week low 338.05
P/E 47.74
Mkt Cap.(Rs cr) 23,914
Buy Price 537.80
Buy Qty 75.00
Sell Price 538.95
Sell Qty 79.00

Emami Ltd. (EMAMILTD) - Director Report

Company director report

It gives me great pleasure to share with you the performance of yourCompany along with audited accounts for the financial year ended March 31 2020.

1. Operations review

The financial year under review was challenging on various accounts.While the industry had just recovered from the ripple effect of GST implementation anddemonetisation it was faced with an extended liquidity crunch following the fall of twomajor NBFCs in FY19 and FY20. Consumer spending declined significantly resulting inweaker GDP growth. This was followed by the outbreak of COVID-19 pandemic across theworld resulting in a complete lockdown in India from the last week of March 2020. Thisimpacted our fourth quarter revenues as a large part of the revenues from our summerportfolio are usually booked in the last fortnight of March. Despite these challenges theCompany reported revenues of Rs 265488 Lac during FY20 a marginal decline of 1.6% overFY19. However Cash Profit at Rs 63924 lac grew by 1.7%.

During the year under review the company re-energised some of itsbrands. The company relaunched key brands like Kesh King and Zandu Pancharishta around newpackaging and communication which helped regain its growth trajectory. The company'sinternational business reported impressive growth of 16% driven by timely restructuringand the successful integration of Creme 21 into its global portfolio. The company'sPower Brands increased their respective market shares; the company strengthened its moderntrade format presence; it worked with key modern trade partners in developing jointbusiness plans and enhancing merchandise visibility. The company ensured the availabilityof key Emami products across major e-commerce platforms including marketplaces groceryportals and dedicated personal care portals resulting in 130% growth from the e-commercebusiness. During the year the Company continued to undertake initiatives which helped itto strengthen the positioning of its various brands in the markets.

To effectively counter the prevailing challenges the Companystrengthened process efficiency through a cost saving project called WoW (War on Waste) byengaging a reputed global consultant to work across functions like media raw materialprocurement production packaging and supply chain.

Emami reinforced its position as a company that shares rewardsliberally when the Board of Directors approved a Rs 192 crore buyback offer at a price notexceeding Rs 300 per share. The

Company believes that this buyback will reduce the number of sharesoutstanding enhancing shareholders value.

The Company continued to be a responsible FMCG player and worked onreducing consumption of plastic packaging material. It undertook initiatives which helpedto moderate use of fossil fuel and reduce carbon footprint. Besides the Company tookseveral steps to recycle water in its manufacturing units. The company believes that itsbusiness model will be more relevant in a new world facing the challenge of COVID-19 asconsumers invest more in hygiene healthcare and wellness. Emami is positioned tocapitalise and resume its multi-year growth journey.

Financial Results H( lac)




2019-20 2018-19 2019-20 2018–19
Operating income 238992 248870 265488 269463
Profit before interest depreciation and taxation 68612 74363 74762 76212
I nterest 1890 1929 2101 2140
Depreciation and amortisation 32610 31804 33633 32531
Profit Before Tax and Exceptional Items 34111 40629 39028 41541
Exceptional Items 326 980 1068 980
Profit before taxation 33786 39650 37960 40561
Less: Provision for taxation
- Current tax 6427 8637 7984 9723
- Deferred tax ( net ) (1553) 488 (857) 366
-MAT credit entitlement - - - -
Profit after taxation 28912 30524 30833 30473
Share of minority interest - - (61) (70)
Profit after minority interest 28912 30524 30894 30543
Share of profit/(loss) of associate - - (602) (220)
Profit for the year 28912 30524 30292 30323
Cash profit 61522 62328 63924 62854
Balance brought forward 69964 59082 71121 63077
Profit available for appropriation 98876 89606 101413 93400
E_ects of adoption of new accounting standard i.e - 977 - 3552
nd A I S 115
Dividend 36315 15888 36315 15888
Corporate dividend tax 7465 3133 7465 3133
Re-measurement of net defined benefit plans (net of tax) (8) (356) 16 (294)
Balance carried forward 55104 69964 57617 71121
Total 98876 89606 101413 93400

2. Changes in the nature of business if any

There has been no change in the nature of business of the Companyduring the financial year 2019-2020.

3. Dividend

The Company has paid 1st interim dividend of 200% being Rs 2/- perequity share of Rs 1/- each to the shareholders as on its record date i.e. November 152019 and has paid further 2nd interim dividend of 200% being Rs 2/- per equity share ofRs 1/- each to the shareholders as on its record date i.e. March 27 2020 for thefinancial year 2019-20. The total dividend outgo for the

financial year ended March 31 2020 amounted to Rs 21889 lac includingthe dividend distribution tax of Rs 3732 lac. The dividend payout ratio works out to75.7%. The said interim dividends would be confirmed in the ensuing Annual Generalmeeting.

4. Transfer to reserve

Your Directors do not propose to transfer any amount to the generalreserve.

5. Material changes and commitments

No material changes and commitments have occurred from the date ofclose of the financial year till the date of this Report which might affect the financialposition of the Company.

6. Share Capital

The Authorised share capital comprises of 500000000 equity shares ofRs 1/- each (as on

31st March 2020) and ssuedI Subscribed and Fully Paid up sharecapital is : 453935238 equity shares of Rs 1/- each (as on 31st March 2020).

The Company has bought back 7235498 equity shares till 25th June2020 from the open market route through the stock exchange mechanism under the ongoingBuyback scheme out of which 5485498 equity shares were extinguished as per the recordsof the depositories.

7. Buyback of Equity Shares

In line with achieving the overall shareholders' value efficientutilization of surplus Fund increase Earning per shares and increase in the return oncapital & return on net worth the Board of Directors at its Meeting held on March 192020 approved the Buyback of fully paid-up equity shares of the face value of Rs 1/-(Rupee One Only) of the

Company each from its shareholders/beneficial owners (other than thosewho are promoters members of the promoter group or persons in control) from the openmarket through stock exchange mechanism for an aggregate amount not exceeding Rs 19199.43lac (Indian Rupees One ninety one crore ninety nine lac and forty three thousand only) andat a price not exceeding INR 300/- (Indian Rupees three hundred Only) per Equity Sharepayable in cash.

The Maximum Buyback Size represents 10% and 9.94% of the aggregate ofthe total paid-up capital and free reserves of the Company based on the audited standaloneand consolidated financial statements of the Company as at March 31 2019.

The Buyback of Equity Shares opened on March 27 2020 and to be closedby September 26 2020. As on 25th June 2020 the Company has bought back 7235498 sharesout of which 5485498 shares have been extinguished.

8. Internal control systems and their adequacy

Your Company has in place an adequate system of internal controlscommensurate with its size requirements and the nature of operations. These systems aredesigned keeping in view the nature of activities carried out at each location and variousbusiness operations.

Your Company's in-house internal audit department carries outinternal audits at all manufacturing locations offices and sales depots across thecountry. The objective is to assess the existence adequacy and operation of financial andoperating controls set up by the Company and to ensure compliance with the Companies Act2013 SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015 andcorporate policies.

Your Company's internal audit department and risk managementsystem have been accredited with ISO 9001:2015 and ISO 31000:2009 certificationsrespectively.

A summary of all significant findings by the audit department alongwith the follow-up actions undertaken thereafter is placed before the Audit Committee forreview. The Audit Committee reviews the comprehensiveness and effectiveness of the reportand provides valuable suggestions and keeps the Board of Directors informed about itsmajor observations from time to time.

9. Internal financial controls

The Company has in place adequate financial controls commensurate withits size scale and complexity of its operations. The Company has in place policies andprocedures required to properly and efficiently conduct its business safeguard itsassets detect frauds and errors maintain accuracy and completeness of accounting recordsand prepare financial records in a timely and reliable manner.

10. Subsidiary companies and associate companies

A. Subsidiary companies

Pursuant to Section 134 of the Companies Act 2013 and Rule 8(1) of theCompanies (Accounts) Rules 2014 the report on performance and financial position ofsubsidiaries is included in the Consolidated Financial Statements of the Company. TheCompany has a policy for determining the materiality of a subsidiary which is availableat Policy-for-Determining-Materiality-of-Subsidiaries.pdf. As of March 31 2020 your Company had the following subsidiary companies:

i) Emami Bangladesh Ltd. wholly-owned subsidiary of Emami Limited

ii) Emami International FZE wholly-owned subsidiary of Emami Limited

iii) Emami Indo Lanka (Pvt.) Ltd. Sri Lanka a wholly-owned subsidiaryof Emami Limited

iv) Emami Rus (LLC) Russia 99.99% subsidiary of Emami InternationalFZE

v) Emami Overseas FZE UAE wholly-owned subsidiary of EmamiInternational FZE

vi) Pharma Derm SAE Co. Egypt 90.60% subsidiary of Emami Overseas FZE

vii) Fravin Pty Ltd. Australia 85% subsidiary of Emami InternationalFZE

viii) Diamond Bio-tech Laboratories Pty Ltd. Australia a subsidiaryof Fravin Pty Ltd.

ix) Abache Pty Ltd Australia a subsidiary of Diamond Bio-techLaboratories Pty Ltd.

x) Crme 21 (Formerly Known as Fentus 113. GmbH Germany) Whollyowned subsidiary of Emami International FZE

Greenlab Organics Limited a UK-based subsidiary Company of Fravin PtyLtd. being inoperative since its incorporation has been dissolved during the year underreview.

In compliance with IND-AS-110 your Company has prepared itsconsolidated financial statements which forms part of this Annual Report. Pursuant to theprovisions of Section 129(3) of the Companies Act 2013 a separate statement containingthe salient features of the subsidiary companies in the prescribed form (AOC#1) is a partof the consolidated financial statements. The accounts of the subsidiary companies will beavailable to any member seeking such information at any point of time. The financialstatements of the Company along with the accounts of the subsidiaries will be available atthe website of the Company www.

Brief financial and operational details of the subsidiary companies areprovided hereunder:

Emami Bangladesh Ltd.

Emami Bangladesh Ltd. a wholly-owned subsidiary of Emami Limited wasincorporated on November 25 2004 under the Companies Act of Bangladesh. t is engaged inthe manufacture import and saleI of cosmetics and ayurvedic medicines. It has itsmanufacturing unit in Dhaka. During the financial year ended March 31 2020 the Companyclocked revenues worth Rs 14105 lac (previous year Rs 11136 lac) and profit after tax ofRs 2634 lac (previous year Rs 2020 lac).

Emami International FZE

Emami International FZE a wholly-owned subsidiary of Emami Limitedwas incorporated on November 12 2005 in the Hamriyah Free Zone Sharjah UAE and isgoverned by the rules and regulations laid down by the Hamriyah Free Zone Authority. It isengaged in the business of purchasing and selling cosmetics and ayurvedic medicines.

During the financial year ended March 31 2020 the Company clockedrevenues worth Rs 17517 lac (previous year Rs 16873 lac) and profit/loss after tax of H(4251) lac [previous year H (674) lac].

Emami Overseas FZE

Emami Overseas FZE a wholly-owned subsidiary of Emami InternationalFZE was incorporated on November 25 2010. It is the holding company of Pharma Derm SAECo. in Egypt.

During the financial year ended March 31 2020 the Company recordedrevenues worth H Nil (previous year: nil) and profit/loss after tax of H (9) lac [previousyear of H (7) lac].

Pharma Derm SAE Co.

Pharma Derm SAE Co. is a 90.60% subsidiary of Emami Overseas FZE andwas registered on September 6 1998 under the relevant Companies Act of Egypt.

The Company was acquired to manufacture pharmaceuticals disinfectantscosmetics chemicals among others as a subsidiary of Emami Overseas FZE in FY 2010-11.The Company has not yet commenced operations due to volatile political and economicconditions in Egypt.

During the financial year ended March 31 2020 the Company recordedrevenues worth H Nil Lac (previous year H (67) Lac) and profit/ loss after tax of Rs 27lac [previous year H (331) lac].

Fravin Pty Ltd.

Fravin Pty Ltd. (Australia based subsidiary) is an 85% Subsidiary ofEmami International FZE. It was acquired in FY 2014-15 and has discontinued its operationsduring this financial year.

During the financial year ended March 31 2020 the Company clockedrevenues worth Rs 6 lac (previous year: Rs 53 lac) and a Profit/(loss) after tax of H(609) lac [previous year H (247) lac].

Diamond Bio Tech Laboratories Pty Ltd.

Diamond Bio Tech Laboratories Pty Ltd. an Australia-based subsidiaryof Fravin was involved in the export of organic products.

During the financial year ended March 31 2020 the Company recordedNil revenues (previous year: nil) and a Profit after tax of Rs 71 lac (previous year H (5)lac).

Abache Pty Ltd.

Abache Pty Ltd. a subsidiary of Diamond Bio-Tech Laboratories Pty Ltd.

During the financial year ended March 31 2020 the Company earned Nilrevenues (previous year Nil) and Profit after tax of Rs 59 Lac [previous year H (8) lac].

Emami Indo Lanka (Pvt) Ltd.

Emami Indo Lanka (Pvt) Ltd. Sri Lanka which was incorporated on 27thJune 2017 is a wholly-owned subsidiary of Emami Limited. With an objective of tapping thepotential of the local market it started manufacturing locally in FY 2017-18 through acontract manufacturer.

During the period ended March 31 2020 the Company earned revenues ofRs 1019 lac (previous year Rs 752 lac) and Profit/(loss) after tax of H (19) Lac(previous year H (59) lac).

Emami (RUS) LLC

Emami (RUS) LLC a subsidiary of Emami nternationalI FZE UAE wasincorporated on

14th August 2018 with an objective of trading of Perfumery Cosmeticsand Pharma products.

During the period ended March 31 2020 the Company earned Rs 3654.31lac revenues and Profit after tax of Rs 23 lac [previous year H (12) lac].

Crme 21 (Formerly Known as Fentus 113. GmbH) Germany

Fentus 113 GmbH. Germany a wholly owned subsidiary (WOS) of EmamiInternational FZE UAE was incorporated on 3rd Jan 2019.

During the period ended March 31 2020 the Company earned revenues ofRs 1073 lac and

Profit/(loss) after tax of H (37) lac.

B. Associate companies

Helios Life Style Private Limited

Helios is engaged in online male grooming sector and during thefinancial year ended March 31 2020 earned revenues worth Rs 3923 lac (previous year Rs2033 lac) and a profit/(loss) after tax of H

(1474) lac (previous year H (707) lac).

Brillare Science Private Limited

Brillare is engaged in manufacturing of professional saloon productsand during the financial year ended March 31 2020 the Company earned revenues worth Rs441 lac (previous year Rs 902 lac) and Profit/(loss) after tax of H (355) Lac [previousyear H (873) lac].

11. Public Deposits

The Company has not accepted any public deposits covered under ChapterV of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

12. Non-convertible debentures

The Company did not issue any non-convertible debentures during thefinancial year 2019-20.

13. Consolidated financial statements

The consolidated financial statements prepared in accordance withIND-AS110 consolidated financial statements form part of this Report. The net worth ofthe consolidated entity as on March 31 2020 stood at Rs 182375 lac as against Rs207606 lac at the end of the previous year.

14. Secretarial Standards of ICSI

The Ministry of Corporate Affairs has mandated SS-1 and SS-2 withrespect to board/committee meetings and general meetings respectively. The Company hasensured compliance with the same.

15. Auditors and Auditors' Reports

Statutory audit

Your Company's Auditors M/s. S. R. Batliboi & Co. LLPChartered Accountants (firm registration number 301003E/E300005) were appointed as theStatutory Auditors from the conclusion of the 34th Annual General Meeting till theconclusion of the 39th Annual General Meeting of the Company. The Auditors report to theshareholders on the financial statement of the Company for the financial year ended on31st March 2020 does not contain any qualification reservation or adverse remark ordisclaimer.

Secretarial audit

Pursuant to the provisions of Section 204 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company appointed M/s MKB & Associates Practicing Company Secretaries asits secretarial auditor to undertake the Secretarial Audit for FY2019-20. The secretarialaudit report certified by the secretarial auditors in the specified form MR-3 is annexedherewith and forms part of this report (Annexure I). The secretarial audit report does notcontain any qualifications reservations or adverse remarks. Furthermore the SecretarialAuditor M/s MKB

& Associates Practicing Company Secretaries have also certifiedthe compliance as per the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and same has been intimated to the stock exchanges within the stipulatedtime.

Cost Auditor

Your Company's cost accountants M/s. V.K. Jain

& Co. (firm registration number 00049) were appointed by the Boardof Directors at its meeting held on May 27 2019 to audit the cost accounting records asmay be applicable to the Company for

FY2019-20 and their remuneration was approved during the previousAnnual General Meeting.

M/s V.K. Jain & Co were reappointed as cost auditors for FY2020-21by the Board of Directors in its meeting held on 26th June 2020 and the remunerationpayable to the cost auditors is required to be placed before the members in the ensuingAnnual General Meeting for their ratification. Accordingly a resolution seekingmembers' ratification for the remuneration payable to them is included in the noticeconvening the Annual General Meeting. The Board recommends the same for approval bymembers at the ensuing Annual General Meeting.

16. Conservation of energy technology and exchange outgo

The particulars of conservation of energy technology absorption andforeign exchange earnings and outgo in accordance with the provisions of Section 134(3) ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts of Companies) Rules2014 is annexed herewith and forms part of this Report (Annexure II).

17. Extract of Annual Returns

The extracts of the annual return in form MGT 9 in terms of provisionsofSection 92 of the Companies Act 2013 read with Rule 12 of the Companies (Managementand Administration) Rules 2014 is attached herewith and form part of this report as(Annexure III) and the same can be accessed from the website of the Company by clicking onthe following link

18. Corporate social responsibility

Corporate social responsibility forms an integral part of yourCompany's business activities. The Company carries out its corporate socialresponsibility initiatives not just in letter but also in spirit and thus has touchedthousands of lives across India.

In compliance with Section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 the Company has adopted aCSR policy which is available at: http:// Responsibility Policy of EmamiLtd.pdf

The Annual Report on CSR expenditures for the FY 2019-20 is annexedherewith and forms part of this report (Annexure IV).

The Company spent Rs 564.14 Lac on CSR activities during the yearagainst obligation of Rs 800.39

Lac. The shortfall was primarily on account of certain educational andmedical initiatives which were planned for March 2020 but could not be undertaken due tounprecedented COVID-19 pandemic situation.

19. Directors and key managerial personnel

In accordance with provisions of Section 152 of the Companies Act 2013read with Rules made thereunder Shri Mohan Goenka (DIN 00150034) Shri Prashant Goenka(DIN 00703389) and Smt. Priti A Sureka (DIN 00319256 ) are liable to retire by rotation atthe 37th Annual General Meeting and being eligible offer themselves for reappointment.

On recommendation of Nomination & Remuneration Committee the Boardof Directors reappointed Smt. Priti A Sureka (DIN 00319256) as Whole-time Director of theCompany upon completion of her present term on 29th January 2020 for a period of 5 (five)years w.e.f. 30th January 2020 subject to approval of the members in the ensuing AnnualGeneral Meeting.

The Company has received declarations from all the IndependentDirectors that they meet the criteria of independence as prescribed in the Companies Act2013 and SEBI Listing Regulations 2015.

NoneoftheDirectorsoftheCompanyisdisqualified for being appointed asDirector as specified under section 164(2) of the Companies Act 2013 and Rule 14(1) ofthe Companies (Appointment and Qualification of Directors) Rules 2014.

A brief resume of the Directors proposed to be reappointed is providedin the Notice of the Annual General Meeting forming part of the Annual report.

20. Business responsibility report

As required under Regulation 34 of SEBI Listing Regulations 2015 theBusiness Responsibility

Report of the Company for the financial year ended March 31 2020 isattached as part of the Annual Report.

21. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy which isdisclosed in (Annexure V). The same is also displayed on the website of the Company /Dividend_Distribution_Policy_Emamiltd. pdf.

22. Board induction training and familiarisation programme forIndependent Directors

Prior to the appointment of an Independent Director the Company sendshim/her a formal invitation along with a detailed note on the profile of the Company theBoard structure and other relevant information. At the time of appointment of theDirector a formal letter of appointment which inter alia explains the role functionsand responsibilities expected of him/her as a Director of the Company is given. The rolefunctions and responsibilities of the Director are also explained in detail and informedabout the various compliances required from him/her as a Director under the variousprovisions of the Companies Act 2013 SEBI Listing Regulations 2015 SEBI (Prohibition ofnsiderI Trading) Regulations 2015 the Code of Conduct of the Company and other relevantregulations.

A Director upon appointment is formally inducted to the Board. Inorder to familiarise the Independent Directors about the various business drivers theyare updated through presentations at Board Meetings about the performance and financialsof the Company. They are also provided presentations about the business and operations ofthe Company from time to time.

The Directors are also updated on the changes in relevant corporatelaws relating to their roles and responsibilities as Directors. The details of the Boardfamiliarisation programme for the IndependentDirectorscanbeaccessedat:http://www.emamiltd. in/investor-info/pdf/EmamiLtdFamiliarisationProgrammeForIndependentDirectors.pdf

23. Performance evaluation

Pursuant to the provisions of Section 178 of the Companies Act 2013read with rules made thereunder Regulation 17(10) of the SEBI Listing Regulations 2015and the Guidance note on Board evaluation issued by SEBI vide its circular dated January5 2017 the Company has framed a policy for evaluating the annual performance of itsDirectors Chairman the Board as a whole and the various Board Committees. TheNomination and Remuneration Committee of the Company has laid down parameters forperformance evaluation in the policy.

The Board also evaluated the performance of each of the Directors theChairman the Board as whole and all committees of the Board. The process of evaluation iscarried out in accordance with the Board Evaluation Policy of the Company and as per thecriteria laid down by the NR Committee. The Board members were satisfied with theevaluation process.

24. Number of meetings of the Board

The Board of Directors held five meetings during the year on 27th May2019 8th August 2019 6th November 2019 7th February 2020 and 19th March 2020. Themaximum gap between any two meetings was less than 120 days as stipulated under SEBIListing Regulations 2015. The details of Board Meetings held and attendance of Directorsare provided in the Report on Corporate Governance forming part of this report.

25. Committees of the Board

The Company has constituted/reconstituted various Board-levelcommittees in accordance with the requirements of the Companies Act 2013 and SEBI (LODR)Regulations 2015. The Board has the following committees as under:

I. Audit Committee

II. Nomination and Remuneration Committee III. Share Transfer CommitteeIV. Stakeholders Relationship Committee V. Finance Committee

VI. Corporate Governance Committee VII. Corporate Social ResponsibilityCommittee VIII. Risk Management committee IX. Buy back Committee

Details of all the above Committees along with composition and meetingsheld during the year under review are provided in the Report on Corporate Governanceforming part of this Report.

26. Separate meeting of Independent Directors

Detail of the separate meeting of the Independent Directors held andattendance of Independent Directors therein are provided in the Report on CorporateGovernance forming part of this Report.

27. Whistle-blower policy

The Company has established an effective Whistle-blower policy (Vigilmechanism) and procedures for its Directors and employees. The details of the same areprovided in the Report on Corporate Governance which forms part of this Report. Thepolicy on vigil mechanism may be accessed on the Company's website at:http://www.emamiltd. in/investor-info/pdf/WhistleBlowerPolicyEmami. pdf.

28. Remuneration policy

The remuneration policy of the Company aims to attract retain andmotivate qualified people at the executive and Board levels. The remuneration policy seeksto employ people who not only fulfil the eligibility criteria but also have the attributesneeded to fit into the corporate culture of the Company. The remuneration policy seeks toprovide well-balanced and performance-related compensation packages taking into accountindustry standards and relevant regulations.

The remuneration policy ensures that the remuneration to the directorskey managerial personnel and the senior management involves a balance between fixed andincentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals. The remuneration policy is consistent with the‘pay-for-performance' principle.

The Company's policy on remuneration and appointment of Boardmembers as mentioned in the Remuneration Policy have been disclosed on the Company'swebsite: investor-info/index.php#Compliance and annexed theDirectors' Report which forms part of the Annual Report (Annexure VI).

29. Related party transactions

All related party transactions entered into by the Company during thefinancial year were conducted at an arm's length basis. No material contracts orarrangements with related parties were entered into during the year under review.Accordingly disclosure of Related Party Transaction as required under Section 134(3)(h)of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in formAOC-2 is not applicable. During the year the Audit Committee had granted an omnibusapproval for transactions which were repetitive in nature for one financial year. Allsuch omnibus approvals were reviewed by the Audit Committee on a quarterly basis. Allrelated party transactions were placed in the meetings of Audit Committee and the Board ofDirectors for the necessary review and approval. Your Company's policy fortransactions with the related party which was reviewed by the Audit Committee and approvedby the Board can be accessed at:

The Company has developed and adopted relevant SOPs for the purpose ofmonitoring and controlling such transactions.

30. Particulars of loans guarantees and investments

Particulars of loans guarantees and investments made by the Companypursuant to Section 186 of the Companies Act 2013 are given in the notes to financialstatements. During the year the Company has granted loans provided guarantee and madeinvestment in its wholly owned subsidiary(ies) and other body corporate for their businesspurpose. The Company has also subscribed to securities of other bodies corporate asstrategic investors and the said bodies corporate have issued the said securities fortheir business purposes. Details of loans granted guarantee provided and investment madeare provided in the notes to the accounts.

31. Particulars of employees and managerial remuneration

The information of employees and managerial remuneration as requiredunder Section 197(2) read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and other details are annexed herewith and forms part ofthis Report (Annexure VII).

32. Management discussion and analysis and Corporate Governance Report

As per Regulation 34(3) read with Schedule V of the SEBI ListingRegulations 2015 Management Discussion Analysis Corporate Governance Practices followedby your Company together with a certificate from the Company's auditors confirmingcompliance of conditions of Corporate Governance are an integral part of this Report.

33. Risk management system

The Company has developed and implemented a risk management policywhich is periodically reviewed by the management. The system also complies with therequirements laid down under the ISO 31000: 2009 norms.

In accordance with Regulation 21 of SEBI Listing Regulations 2015 theenterprise risk management policy of the Company which has been duly approved by theBoard is reviewed by the Risk Management Committee Audit Committee and the Board on aquarterly basis. The risk management process encompasses practices relating toidentification assessment monitoring and mitigation of various risks to key businessobjectives. Besides exploiting the business opportunities the risk management processseeks to minimise adverse impacts of risk to key business objectives.

34. Prevention of sexual harassment at workplace

Your Company is committed to provide a work environment which ensuresthat every woman employee is treated with dignity respect and equality. There iszero-tolerance towards sexual harassment and any act of sexual harassment invites seriousdisciplinary action.

As per the requirements of the Sexual Harassment of Women at theWorkplace (Prevention Prohibition and Redressal) Act 2013 (POSH) your Company hasestablished a policy to prevent sexual harassment of its women employees. The policyallows every employee to freely report any such act with the assurance of prompt action tobe taken thereon. The policy lays down severe punishment for any such act. The Company hascomplied with provisions relating to the constitution of internal complaints committeeunder POSH. During the year under review the company has received three complaints out ofwhich two have been redressed as per policy and law and one complaint for which enquiry isunder process.

Several initiatives were undertaken during the year to demonstrate theCompany's zero tolerance philosophy against discrimination and sexual harassmentincluding awareness programme which included creation and dissemination of comprehensiveand easy-to-understand training and communication material.

35. Details of significant and material orders passed byregulators/courts/tribunals

There was no instance of any material order passed by anyregulators/courts/tribunals impacting the going concern status of the Company.

36. Directors' Responsibility Statement

Pursuant to the requirements laid down under Section 134(5) of theCompanies Act 2013 with respect to the Directors' Responsibility Statement theDirectors confirm that:

I. In the preparation of the annual accounts for the year ended March31 2020 the applicable accounting standards have been followed and no materialdepartures have been made.

II. The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as on March 31 2020and of the profit of the Company for the year ended on that date.

III. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

IV. The annual accounts were prepared on a going concern basis.

V. The Directors have laid down effective internal financial controlsto consistently monitor the affairs of the Company and ensured that such internalfinancial controls were adequate and operating effectively.

VI. The Directors have devised a proper system to ensure compliancewith the provisions of all applicable laws and that the same are adequate and operatingeffectively.

37. Acknowledgements

Your Directors would like to acknowledge and place on record theirsincere appreciation of all stakeholders – shareholders bankers dealers vendorsand other business partners for the unstinted support received from them during the yearunder review. Your Directors recognise and appreciate the efforts and hard work of all theemployees of the Company and their continued contribution to its progress.

For and on behalf of the Board

Place: Kolkata R.S. Agarwal
Date: 26th June 2020 Chairman