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Dabur India Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2023

Your directors have pleasure in presenting the 48th Annual Report on the business and operations of the Company, together with the audited financial statements for the financial year ended March 31,2023 (“FY 2022-23”).

FINANCIAL RESULTS

The standalone and consolidated financial performance of the Company is summarised in the table below: ('' in crores)

Particulars Consolidated Standalone FY FY FY FY 2022-23 2021-22 2022-23 2021-22

Revenue from Operations including other Income

11,975.28

11,281.84

9,076.52

8,521.05

Less: Expenses

Cost of goods sold

6,268.67

5,639.69

4,855.01

4,377.21

Employee benefits expenses

1,137.00

1,079.95

725.96

678.71

Finance cost

78.24

38.60

46.37

18.67

Depreciation and Amortization expenses

310.96

252.89

188.29

160.39

Other Expenses

1,960.10

1,915.23

1,402.57

1,389.76

Total Expenses

9,754.97

8,926.36

7,218.20

6,624.74

Profit before share of profit from joint venture and exceptional items and tax

2,220.31

2,355.48

NA

NA

Share of profit/(loss) of Joint Venture

(163)

(180)

NA

NA

Profit before exceptional items and tax

2,218.68

2,353.68

1,858.32

1,896.31

Exceptional items

-

(85.00)

(29.65)

-

Profit before tax

2,218.68

2,268.68

1,828.67

1,896.31

Tax expense

517.35

526.38

455.41

463.38

Net Profit for the year

1,701.33

1,742.30

1,373.26

1,432.93

Other comprehensive income / (loss) for the year

(225.39)

(88.42)

(80.56)

(28.03)

Total comprehensive income for the year

1,475.94

1,653.88

1,292.70

1,404.90

Total comprehensive income attributable to -

Owners of the Holding Company

1481.66

1,650.02

NA

NA

Non-Controlling interest

(5.72)

3.86

NA

NA

TRANSFER TO RESERVES

There is no amount proposed to be transferred to reserves. DIVIDEND

The Company has paid an interim dividend of Rs.2.50 per share of Re.1/- each fully paid up (being 250%) on November 17, 2022. We are pleased to recommend a final dividend of Rs.2.70 per equity share of Re.1/- each fully paid up (being 270%) for FY 2022-23. The dividend recommended, if approved by the members, will be paid to the members within the period stipulated under the Companies Act, 2013 (“the Act”). The aggregate dividend for the year will amount to Rs.5.20 per equity share of Re.1/- each fully paid up (being 520%) being same i.e. Rs.5.20 per share of Re.1/- each fully paid up (being 520%) declared last year. The dividend payout ratio for the current year is at 54.15%. The dividend recommended is in accordance with the Company’s Dividend Distribution Policy.

Dividend Distribution Policy

To bring transparency in the matter of declaration of dividend and protect the interests of investors, Dabur had in place a Dividend Policy since long. The Policy was revised in the board meeting held on May 07, 2021 in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the Act and has been displayed on the Company’s website at link https://www.dabur.com/sites/ default/files/2021-05/166-Dividend-Distribution-Policy_0.pdf

Unpaid/ unclaimed Dividend

Pursuant to the provisions of Section 124(5) of the Act, final dividend for FY 2014-15 amounting to Rs. 38,85,694/-and interim dividend for FY 2015-16 amounting to Rs. 62,53,174/- which remained unpaid/ unclaimed for a period of 7 years, from the date it was lying in the unpaid dividend account, has been transferred by the Company to the Investors Education and Protection Fund (“IEPF”) of the Central Government. The due dates for transfer of unpaid dividend to IEPF for subsequent years is provided in the Corporate Governance Report. The list of unpaid dividend declared up to FY 2021-22 (updated up to the date of 47th Annual General Meeting held on August 12, 2022) and for interim dividend declared during FY 2022-23 is available on Company’s website www.dabur.com. Shareholders are

requested to check the said lists and if any dividend due to them remains unpaid in the said lists, can approach the Company for release of their unpaid dividend.

FINANCIAL STATEMENTS

As per the provisions of the Act and in accordance with the Circulars issued by the Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India (SEBI), from time to time, the Annual Report 2022-23 containing Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including consolidated financial statements, prepared as per the requirements of Schedule III to the Act, Directors’ Report (including Integrated Reporting and Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders through permitted mode.

The Annual Report 2022-23 is also available at the Company’s website at www.dabur.com.

Consolidated Financial Statements

In compliance with the applicable provisions of the Act including the Indian Accounting Standard Ind AS 110 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for FY 2022-23. During FY 2022-23, Consolidated Total Income was Rs.11,975.28 crores as against Rs.11,281.84 crores in the previous year yielding a growth of 6.15%. Further, Net Profit after Tax (after minority interest) for the year stood at Rs.1707.15 crores as against Rs.1,739.22 crores in the previous year.

OPERATIONS AND BUSINESS PERFORMANCE

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

CORPORATE GOVERNANCE

Good governance practices are a norm at Dabur. The Company is committed to focus on long term value creation and protecting stakeholders’ interests by applying proper care, skill and diligence to business decisions. Besides complying with the legal framework of corporate governance practices, Dabur has voluntarily adopted and evolved various practices of governance conforming to highest ethical and responsible standards of business, globally benchmarked. The Company has also formulated a Policy on Group Governance to monitor the governance of its unlisted subsidiaries across the globe.

The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is annexed as “Annexure 1” and forms part of this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

In terms of the Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report is available on the website of the Company www.dabur.com at weblink https://www.dabur.com/investor/financial-information/ reports/1271/Business-Responsibility-Reports . Any Member interested in obtaining a physical copy of the same 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 of AAA (Stable) which has been reaffirmed by CRISIL. The highest credit rating of AAA awarded by CRISIL reflects the highest degree of safety regarding timely servicing of financial obligations. Further CRISIL has reaffirmed the rating of NCD programme of the Company as AAA (Stable). The rating indicates highest degree of safety regarding timely servicing of financial obligation. The rated instrument carries lowest credit risk. The Company’s short term 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 instruments carry lowest credit risk.

Further, ICRA has reaffirmed the rating on long term NCD programme of the Company as AAA (Stable) and assigned the rating on the proposed NCD programme of the Company as AAA (Stable). The rating indicates highest degree of safety regarding timely servicing of financial obligation. The rated instrument carries lowest credit risk and the outlook on the long-term rating is stable. ICRA has also assigned the rating on the Bank limits (rated on long term and short scale) of Rs. 1,000 crores of the Company. Long term Bank limits have been rated as AAA and Short-term limits as A1 . Outlook on the long-term Rating is stable.


DIRECTORS

Pursuant to Sections 149, 152 and other applicable provisions of the Act, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting (AGM). Consequently, Mr. Amit Burman (DIN: 00042050), director will retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment in accordance with provisions of the Act.

Mr. P. D. Narang (DIN: 00021581) was re-appointed as a Whole time Director of the Company designated as Group Director- Corporate Affairs for a period of 5 years from April 1, 2023 to March 31, 2028 by the Members at the AGM of the Company held on August 12, 2022 and accordingly will continue to be a Key Managerial Personnel of the Company.

Mr. Rajiv Mehrishi (DIN: 00208189) was appointed as a NonExecutive Independent Director of the Company for a period of 5 consecutive years from September 01,2021 to August 31,2026 by the Members at the AGM of the Company held on August 12, 2022.

Mr. Mohit Malhotra (DIN: 08346826) was appointed as the whole-time director of the Company for a period of five years w.e.f. January 31,2019, and his tenure shall end on January 30, 2024. In terms of Sections 196, 197, 198, 203 and other applicable provisions of the Act and upon recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on May 04, 2023 have re-appointed him as a Whole Time Director and Chief Executive Officer of the Company for a further period of 5 years with effect from January 31, 2024 to January 30, 2029 and have recommended his re-appointment for approval of the members at the ensuing AGM.

As per Sections 149, 150 and 152 read with Schedule IV of the Act, the Company had appointed Mr. Ajit Mohan Sharan (DIN: 02458844) as Non-Executive Independent Director of the Company for a term of 5 (five) consecutive years w.e.f. January 31, 2019 to January 30, 2024. He is eligible for re-appointment as Independent Director. Considering the good performance evaluation report of the director, the Board of Directors of the Company, on the recommendation of Nomination and Remuneration Committee, in their meeting held on May 04, 2023 have re-appointed him for a second term of 5 (five) consecutive years, with effect from January 31, 2024 to January 30, 2029, subject to approval of shareholders in the ensuing AGM. The Company has received necessary disclosures and notice with respect to re-appointment of Mr. Ajit Mohan Sharan.

Further, pursuant to Sections 149, 152, 161 read with Schedule IV and other applicable provisions of the Act, Companies (Appointment and Qualification of Directors) Rules, 2014 and Listing Regulations and upon recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on May 4, 2023 have appointed Mrs. Satyavati Berera (DIN: 05002709) as an Additional Director in the category of Non-Executive Independent Director of the Company w.e.f. June 01, 2023 for a period of 5 consecutive years till May 31,2028, subject to approval of the shareholders at the ensuing AGM, for a period of 5 consecutive years from the date of appointment. The Company has received necessary disclosures and notice with respect to appointment of Mrs. Berera.

After close of the FY 2022-23, Dr. Anand Chand Burman (DIN: 00056216) who was appointed on March 25, 2022 as an alternate director to Mr. Amit Burman (DIN:00042050), Non-Executive Promoter Director, has ceased from the position of Alternate Director on April 8, 2023, upon return of Mr. Amit Burman to India.

A brief resume of the directors being appointed/ re-appointed, the nature of expertise in specific functional areas, names of companies in which they hold directorships, committee memberships/ chairmanships, their shareholding in the Company, etc., have been furnished in the explanatory statement to the notice of the ensuing AGM.

The Nomination and Remuneration Committee and the Board of Directors of the Company recommend their appointment / reappointment at the ensuing AGM.

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Company has also received from them declaration of compliance of Rule 6(1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the Indian Institute of Corporate Affairs, Manesar, for inclusion/ renewal of name in the data bank of Independent Directors. With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that they are persons of integrity and possesses relevant expertise and experience and their continued association as Director will be of immense benefit and in the best interest of the Company. With regard to proficiency of the independent Directors,

ascertained from the online proficiency self-assessment test conducted by the Institute, as notified under Section 150(1) of the Act, the Board of Directors have taken on record the information submitted by Independent Directors that they have complied with the applicable laws.

None of the Directors of the Company are related inter-se except for Dr. Anand Chand Burman (alternate director to Mr. Amit Burman), who is father of Mr. Aditya Burman, in terms of Section 2(77) of the Act including rules made thereunder.

Key Managerial Personnel

As at March 31, 2023, following are the Key Managerial Personnel (KMP) of the Company as per Sections 2(51) and 203 of the Act:

• Mr. Pritam Das Narang, Whole time director

• Mr. Mohit Malhotra, Whole time director & Chief Executive officer

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

• Mr. Ankush Jain, Chief Financial Officer.

Policy on Directors’ appointment and Policy on remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Act, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, KMP and other employees are annexed as “Annexure 2 & 3” respectively to this report. The same are also available on the website of the Company at www.dabur.com at weblink https:// www.dabur.com/sites/default/files/2021-05/111972-policy-on-appointment-of-board-members.pdf

Particulars of remuneration of Directors/ KMP/ Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as ‘Annexure 4A’ to this report. Further, in terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the aforesaid Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules is annexed as ‘Annexure 4B’ to this report.

Employees Stock Option Plan

During FY 2022-23, 46,83,795 options were granted to eligible employees of the Company in terms of Employees Stock Option Plan (Dabur ESOP 2000).

Further, during the year under review, there have been no changes in the Employees Stock Option Plan (Dabur ESOP 2000) of the Company. Further, it is confirmed that the ESOP Scheme of the Company is in compliance with (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.dabur.com and web link for the same is https://www.dabur.com/investor/investor-information/esops

A certificate from the Secretarial Auditors of the Company certifying that the Employee Stock Option Scheme of the Company is implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolutions passed in the General Body Meetings will be available for inspection during the AGM to any person having right to attend the meeting.

Performance Evaluation of the Board, its Committees and Individual Directors including Independent Directors

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

The annual performance evaluation of the Board, its Committees and each Director has been carried out for the FY 2022-23 in accordance with the framework. The details of evaluation process of the Board, its Committees and individual directors, including independent directors have been provided under the Corporate Governance Report which forms part of this Report.

Directors’ Responsibility Statement

Pursuant to the provisions under Section 134(3)(c) and 134(5) of the Act, with respect to Directors’ Responsibility Statement, the Directors confirm:

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

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

c) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) That they had laid down internal financial controls to be followed by the company and 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 all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 of the Act and Rules made thereunder, M/s. G. Basu & Co., Chartered Accountants (Firm Registration No. 301174E) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 47th AGM held on August 12, 2022 until the conclusion of 52nd AGM of the Company to be held in the calendar year 2027.

M/s G. Basu & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2022-23, which forms part of the Annual Report 202223. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/comment from the Board of Directors.

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

COST AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules 2014, M/s Ramanath Iyer & Company, Cost Accountants, (Firm’s Registration No. 000019) have been re-appointed as Cost

Auditors for the financial year 2023-24 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

The Cost Audit Report for the financial year 2021-22, issued by M/s Ramanath Iyer & Company, Cost Auditors, in respect of the various products prescribed under Cost Audit Rules was filed with the Ministry of Corporate Affairs on August 23, 2022.

There were no observations (including any qualification, reservation, adverse remark, or disclaimer) of the Cost Auditors in the Report issued by them for the financial year 2021-22 which call for any explanation/comment from the Board of Directors.

SECRETARIAL AUDITORS AND THEIR REPORT

M/s Chandrasekaran Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for FY 2022-23. The Secretarial Audit Report submitted by them for the said financial year in the prescribed form MR-3 pursuant to the provisions of Section 204 of the Act and Regulation 24A(1) of the Listing Regulations is annexed as ‘Annexure 5’ to this report.

The observations made by the Secretarial Auditors in the Report issued by them for FY 2022-23 are self-explanatory and do not require any further explanation/comment from the Board of Directors.

M/s Chandrasekaran Associates, Company Secretaries have been re-appointed to conduct the secretarial audit of the Company for FY 2023-24. They have confirmed that they are eligible for the said appointment.

INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5)(e) of the Act, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy

and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company’s IFC system also comprises due compliances with Company’s policies and Standard Operating Procedures (SOPs) and audit and compliance by internal audit checks from Pricewaterhouse Coopers Pvt. Ltd., the Internal Auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board.

To further strengthen the internal control process, the Company has developed a very comprehensive legal compliance system called “e-nforce”, which drills down from the CEO to the executive level person who is responsible for compliance. This process is fully automated and generate alerts for proper and timely compliance.

Adequacy of Internal Financial Controls with reference to the financial statements

The Act re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Directors’ 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 all functional activities for which key manuals have been put in place. The manuals are updated and validated as and when required.

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

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

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

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

¦ Tier-2: Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Stock audit is conducted on quarterly basis at all locations in India. Fixed Asset Verification is done on an annual basis including Ind AS-36 testing at all locations.

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

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

• The Company has a comprehensive risk management framework which is evaluated by the Audit Committee annually.

• 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 the performance 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 heads discuss their business issues and future plans in monthly review meetings. They review their achievements vs. budgets in quarterly review meetings. Specialized issues like investments, property, FOREX are discussed in their respective internal committee meetings.

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

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

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

Dabur has in place comprehensive risk assessment and mitigation framework, which is reviewed by the Board periodically. The Risk Management Committee of the Board is responsible for preparation of Risk Management Plan, reviewing and monitoring the same on regular basis, identifying and reviewing critical risks on regular basis, updating the Risk Register on quarterly basis, reporting of key changes in critical

risks to the Board on an ongoing basis and a detailed report on yearly basis, evaluation of risk management systems by the Audit Committee on yearly basis and such other functions as may be prescribed by the Board.

The Committee holds quarterly meetings to review the critical risks identified. The risks faced by the Company, their impact and their minimization procedures are assessed categorically under the broad heads of High, Medium and Low risks.

Further, the risks control systems are instituted to ensure that the risks in each business process are mitigated. The two joint Chief Risk Officers (CROs) are responsible for the overall risk governance in the Company and reports directly to the Management Committee (MANCOM), which consists of various functional heads. The Board provides oversight and reviews the Risk Management Policy. The Board is responsible for framing, implementing and monitoring the risk management plan of the Company. During the year, Pricewaterhouse Coopers Pvt. Ltd., Internal auditors, had tested the Risk & Control Matrices for various processes as a part of Internal financial control framework.

In line with the Listing Regulations, cyber security risk is included in the risk management plan and a Risk Management Policy with respect to Commodities, including through hedging is also in place.

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

NATURE OF BUSINESS

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

Dabur has a diverse portfolio consisting of a number of brands and sub-brands across the three verticals of Home and Personal care, Healthcare and Foods. The Company has presence across various channels such as general groceries, chemists, organized retail and ecommerce.

During the year, the key pillars of Company’s strategy were as follows:

1. Expanding the Total Addressable Market: The Company continued to innovate to increase the total addressable market of its portfolio. New products contributed to around 4% of the revenue during FY 2022-23. Some of the key launches in the domestic market were:

Health

Supplements

• Dabur Vedic Green Tea Detox Kahwa

• Dabur Vedic Tea

• Dabur Gur Chyawanprash

• Dabur Hadjod and Gokshura Tablets

• Dabur Ratnaprash Sugar Free

Digestives

• Hajmola Amla Candy

OTC

• Dabur Castor Oil

Ethicals

• Dabur Shuddh Shilajit

• Dabur Shodhit Guggulu

• Dabur Aampachak Kadha

• Dabur Gulkand

• Dabur Sarpagandhaghan Vati

• Dabur Arnica Hair Oil

• Dabur Calendula Soap

• Dabur Pushpadhanwa Ras

Hair Oils

• Vatika Neelibhringa 21 Hair Oil

Oral Care

• Dabur Herb’l (Olive and Blackseed Variants)

• Dabur Red BAE Fresh Gel

Home Care

• Odonil Air Freshener Neem

Skin Care

• Gulabari Moisturizing Body Lotion

• Oxylife Salon Professional Aqua Manicure & Pedicure Kit

• Fem Sanitary Napkins

Beverages

• Real Vitamin Boost Range (Mixed Fruit, Guava, Litchi)

• Real Milkshakes (Chocolate Frappe and Cafe Frappe)

• Dabur Sharbat-e-Azam Dry Fruit Syrup Range (Badam Kesaria, Kesaria Thandai)

Food

• Real Peanut Butter

2. Expanding Distribution Coverage and Improving

Efficiency:

a. In terms of distribution, the Company increased its direct reach from 1.31 million to 1.40 million, taking the total reach to 7.7 million outlets.

b. Village coverage expansion continued in FY 2022-23 with village coverage crossing 1 lakh villages from 89,840 villages in FY 2021-22. This expansion in reach was supported through Project Yoddha, wherein Dabur continue to partner with local representatives in villages to ensure its brands and products reached every rural household, helped to increase penetration and stabilize business in rural markets.

c. Improving efficiency of the sales & distribution network was a key priority for the Company. The steps taken using technology-enabled interventions helped drive the EDGE (Everyday Great Execution) score up by 1,500 bps.

d. E-commerce with 30% growth and Modern Trade with 17% growth continued to be drivers of its growth.

3. Efficiency in the Value Chain and Cost Management:

Dabur continued to keep a close eye on the value chain and further increased its focus on driving both operational and financial improvements in the face of high inflation.

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

SUBSIDIARIES

Dabur Tunisie, a step down wholly owned subsidiary company which was decided to be dissolved during the financial year 2017-18, is under process of liquidation and is expected to be completed by December 31,2023.

Herbodynamic India Limited, which was a wholly owned subsidiary of the Company, had applied for voluntary striking off under the provisions of Section 248 of the Act in April 2022, as it had not commenced any business since incorporation. The Company was struck off from the register of Registrar of Companies, NCT of Delhi & Haryana and had dissolved and ceased to be subsidiary of the Company w.e.f. January 11, 2023.

Asian Consumer Care Private Limited (Bangladesh), step down subsidiary of the Company had become a step down wholly owned subsidiary of the Company w.e.f. November 24, 2022, upon acquisition of remaining 24% of equity shares held by the Joint Venture partner- M/s Advanced Chemicals Industries Limited. Further, post-acquisition, name of Asian Consumer Care Private Limited was changed to Dabur Bangladesh Private Limited w.e.f. February 16, 2023.

During the year, the Company had acquired 51% equity shareholding of Badshah Masala Private Limited (Badshah) from its existing shareholders and promoters. Upon completion of transaction on January 2, 2023, Badshah has become a subsidiary of the Company w.e.f. January 2, 2023.

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

During the year, no other company, except the companies as mentioned above, has become or ceased to be subsidiary, joint venture or associate of the Company.

Further, a separate statement containing the salient features of the financial statements of Subsidiaries/

Associate/Joint Venture of the Company in the prescribed form AOC-1 has been disclosed in the Consolidated Financial Statements.

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

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

Pursuant to Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company is annexed as ‘Annexure 6’ to this report.

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

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 Act. As per the policy the CSR activities are focused not just around the plants and offices of the Company, but also in other geographical area based on the needs of the communities. The four focus areas where special Community Development programmes were run during the year are:

1. Eradicating hunger, poverty and malnutrition.

2. Promoting Health care including preventive health care.

3. Ensuring environmental sustainability.

4. Promotion of Education.

During the year CSR programmes were also conducted in areas of

• Vocational Training and Women empowerment, and

• Promotion of Sports

The annual report on CSR activities is furnished in ‘Annexure 7’ which is annexed to this report.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

The paid-up share capital of the Company as on March 31, 2023 is Rs.1,77,17,63,464/- divided into 1,77,17,63,464 equity shares of Re.1/- each. The Company’s equity shares are listed

on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). During the year, 39,06,981 equity shares of Re.1/- each were allotted under ESOP scheme of the Company and admitted for trading on NSE and BSE.

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

DISCLOSURES

Number of Meetings of the Board

During FY 2022-23, 5 (five) Board Meetings were held. For details thereof kindly refer to the section “Board of Directors - Number of Board Meetings”, in the Corporate Governance Report.

Disclosure on Audit Committee

The details pertaining to the composition of the Audit Committee as at March 31, 2023 including its terms of reference and attendance of directors at the Committee Meetings has been provided in the section ‘Committees of the Board - Audit Committee’, in the Corporate Governance Report, which forms part of this Report.

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are annexed as ‘Annexure 8’ to this report.

Environmental, Health and Safety (EHS) Review

Details with respect to Environmental, Health and Safety (EHS) review are annexed as ‘Annexure 9’ to this report.

Annual Return

The Annual Return as on March 31,2023 in the prescribed Form No. MGT-7, pursuant to Section 92 of the Act is available on the website of the Company at www.dabur.com at the link https:// www.dabur.com/investor/investor-information/annual-return

Particulars of Loans, Guarantees or Investments under Section 186 of the Act

Particulars of loans, guarantees and investments under Section 186 of the Act as at the end of FY 2022-23 are provided in the standalone financial statements (refer Note No. 48).

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

With reference to Section 134(3)(h) of the Act, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were approved by the Audit Committee and wherever required, also by the Board of Directors. No contract or arrangement required approval of shareholders by a resolution. Further, during the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material’ (i.e. transactions entered into individually or taken together with previous transactions during the financial year, exceeding rupees one thousand crore or ten percent of the annual consolidated turnover as per the last audited financial statements of the Company, whichever is lower) according to the policy of the Company on materiality of Related Party Transactions.

Further, there were no transactions undertaken during the year which were not at an arm’s length basis, hence the disclosure under Form AOC-2 is not applicable to the Company.

You may refer to Related Party transactions in Note No. 55 of the Standalone Financial Statements for more details.

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

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

Disclosure on Public Deposits

During the year under review, the Company has neither accepted nor renewed any deposits in terms of Chapter V of the Act and Rules framed thereunder.

Disclosure on Vigil Mechanism

The Company has established a vigil mechanism through which directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company’s code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal. The Company has set up a Direct Touch initiative, under which all directors, employees, business associates have direct access to the Chairman of the Audit committee, and also to a three-member direct touch team established for this purpose. The direct touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy. Further information on the subject can be referred to in section ‘Policies, Affirmations and Disclosures’ - Whistle-Blower Policy / Vigil Mechanism of the Corporate Governance Report.

Disclosure on Cost Records

Pursuant to provisions of Section 134 of the Act read with Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014 it is confirmed that maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act, is required by the Company and accordingly such accounts and records are made and maintained.

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

At Dabur, all employees are of equal value. There is no discrimination between individuals at any point based on race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At Dabur, every individual is expected to treat his/her colleagues with respect and dignity. 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’ in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

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

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

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

• No. of complaints received: Nil

• No. of complaints disposed of: NA

• No. of complaints pending: Nil

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

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company’s operations in future.

Other Disclosures

1. Details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

During the year, one petition was filed by Visiontech Automation (Partnership Firm) under section 9 of the Insolvency and Bankruptcy Code, 2016 (IBC), as an operational creditor, against Dabur India Limited claiming an amount of Rs.1.68 crore as operational debt under the IBC. Dabur is contesting the petition filed by the operational creditor and has filed its reply before the NCLT, New Delhi. As at the end of financial year the case is pending for hearing before the NCLT, New Delhi.

2. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with reasons thereof:

There were no transaction requiring disclosure or reporting in respect of matter relating to instance of onetime settlement with any bank or financial institution.

Secretarial Standards

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


INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

ACKNOWLEDGEMENT

Your directors place on record their gratitude to the Central Government, State Governments and Company’s Bankers

for the assistance, co-operation and encouragement they extended to the Company. Your directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

For and on behalf of the Board Mohit Burman

Place: New Delhi Chairman

Date : 04 May, 2023 DIN: 00021963


Mar 31, 2022

Your Directors have pleasure in presenting the 47th Annual Report on the business and operations of the Company, together with the audited financial statements for the financial year ended March 31,2022 (“FY 2021-22”).

FINANCIAL RESULTS

The standalone and consolidated financial performance of the Company is summarised in the table below: ('' in crores)

Particulars

consolidated

standalone

2021-221

2020-21

2021-22I

2020-21

Revenue from Operations including other income

11,281.84

9,886.94

8,521.05

7,461.38

Less Expenses:

Cost of goods sold

5,639.69

4,788.96

4,377.21

3,696.82

Employee benefits expenses

1,079.95

1,033.46

678.71

655.82

Finance cost

38.60

30.81

18.67

9.14

Depreciation and Amortization expenses

252.89

240.13

160.39

143.40

Other Expenses

1915.23

1,736.55

1,389.76

1,272.89

total expenses

8,926.36

7,829.91

6,624.74

5,778.07

Profit before share of profit from joint venture and exceptional items and tax

2,355.48

2,057.03

NA

NA

Share of profit/(loss) of Joint Venture

(180)

(101)

NA

NA

Profit before exceptional items and tax

2,353.68

2,056.02

1,896.31

1,683.31

Exceptional items

(85.00)

-

-

-

Profit before tax

2,268.68

2,056.02

1,896.31

1,683.31

Tax expense

526.38

361.07

463.38

301.42

Net Profit for the year

1,742.30

1,694.95

1,432.93

1,381.89

Other comprehensive income / (loss) for the year

(88.42)

(88.21)

(28.03)

(16.13)

total comprehensive income for the year

1,653.88

1,606.74

1,404.90

1,365.76

total comprehensive income attributable to -

Owners of the Holding Company

1,650.02

1,606.51

NA

NA

Non-Controlling interest

3.86

0.23

NA

NA

Transfer to Reserves

There is no amount proposed to be transferred to reserves.

Dividend

The Company has paid an interim dividend of Rs.2.50/- per share of Re.1/- each fully paid up (being 250%) on November 25, 2021. We are pleased to recommend a dividend of Rs.2.70/- per equity share of Re.1/- each fully paid up (being 270%) for FY 2021-22. The dividend recommended, if approved by the members, will be paid to the members within the period stipulated by the Companies Act, 2013 (“the Act”). The aggregate dividend for the year will amount to Rs.5.20/- per equity share of Re.1/- each fully paid up (being 520%) as against Rs.4.75/- per share of Re.1/- each fully paid up (being 475%) declared last year. The dividend payout ratio for the current year is at 52.76%. The dividend recommended is in accordance with the Company’s Dividend Distribution Policy.

Dividend Distribution Policy

To bring transparency in the matter of declaration of dividend and protect the interests of investors, Dabur had in place a Dividend Policy since long. The Policy was revised in the board meeting held on May 07, 2021 in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the Act and has been displayed on the Company’s website at link https://www.dabur.com/img/ upload-files/166-Dividend-Distribution-Policy.pdf

unpaid/ unclaimed Dividend

Pursuant to the provisions of Section 124(5) of the Act, final dividend for FY 2013-14 amounting to Rs.52,85,517.24/-and interim dividend for FY 2014-15 amounting to Rs.63,41,973.00/- which remained unpaid/ unclaimed for a period of 7 years, from the date it was lying in the unpaid dividend account, has been transferred by the Company to the Investors Education and Protection Fund (“IEPF”) of the Central Government. The due dates for transfer of unpaid dividend to IEPF for subsequent years is provided in the Corporate Governance Report. The list of unpaid dividend declared up to FY 2020-21 (updated up to the date of 46th Annual General Meeting held on August 19, 2021) and for interim dividend declared during FY 2021-22 is available on Company’s website www.dabur.com. Shareholders are

requested to check the said lists and if any dividend due to them remains unpaid in the said lists, can approach the Company for release of their unpaid dividend.

FINANCIAL STATEMENTS

As per the provisions of the Act and in accordance with the Circulars issued by the Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India, from time to time, the Annual Report 2021-22 containing Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including consolidated financial statements, prepared as per the requirements of Schedule III to the Act, Directors’ Report (including Integrated Reporting and Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders through permitted mode.

The Annual Report 2021-22 is also available at the Company’s website at www.dabur.com.

Consolidated Financial Statements

In compliance with the applicable provisions of the Act including the Accounting Standard Ind AS 110 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for FY 2021-22. During FY 2021-22, Consolidated Total Income was Rs.11,281.84 Crores as against Rs. 9,886.94 Crores in the previous year yielding a growth of 14.1%. Further, Net Profit after Tax (after minority interest) for the year stood at Rs.1,739.22 crores as against Rs.1,693.30 Crores in the previous year yielding a growth of 2.7%.

OPERATIONS AND BUSINESS PERFORMANCE

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

CORPORATE GOVERNANCE

Good governance practices are a norm at Dabur. The Company is committed to focus on long term value creation and protecting stakeholders’ interests by applying proper care, skill and diligence to business decisions. Besides complying with the legal framework of corporate governance practices, Dabur has voluntarily adopted and evolved various practices of governance conforming to highest ethical and responsible standards of business, globally benchmarked. The Company has also formulated a Policy on Group Governance to monitor governance of its unlisted subsidiaries across the globe.

The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is attached as “Annexure 1” and forms part of this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

In terms of the amended Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report is available on the website of the Company www.dabur.com at weblink https://www.dabur.com/in/en-us/investor/investor-information/business-responsibilitv-&-sustainabilitv-report. Any Member interested in obtaining a physical copy of the same 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 of AAA (stable) which has been reaffirmed by CRISIL. The highest credit rating of AAA awarded by CRISIL reflects the highest degree of safety regarding timely servicing of financial obligations. Further CRISIL has reaffirmed the rating of NCD programme of the Company as AAA (stable). The rating indicates highest degree of safety regarding timely servicing of financial obligation. The rated instrument carries lowest credit risk. The Company’s short term 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 instruments 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 financial obligation. The rated instrument carries lowest credit risk and the outlook on the long-term rating is stable.

DIRECTORS

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every

renewal of name in the data bank of Independent Directors. With regard to integrity, expertise and experience (including the proficiency) of the Independent Director appointed during FY 2021-22, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Director and is of the opinion that he is a person of integrity and possesses relevant expertise and experience and his continued association as Director will be of immense benefit and in the best interest of the Company. With regard to proficiency of the independent Director, ascertained from the online proficiency self-assessment test conducted by the Institute, as notified under Section 150(1) of the Act, the Board of Directors have taken on record the information submitted by Independent Director that he has complied with the applicable laws.

None of the Directors of the Company are related inter-se, in terms of section 2(77) of the Act including rules made thereunder.

Key Managerial Personnel

As at March 31, 2022, following were the Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Act:

• Mr. P D Narang, Whole time director

• Mr. Mohit Malhotra, Whole time director & Chief Executive officer

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

• Mr. Ankush Jain, Chief Financial Officer.

Policy on Directors’ appointment and Policy on remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Act, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, KMP and other employees is enclosed as “Annexure 2 & 3” respectively to this report. The same are also available on the website of the Company at www. dabur.com at weblink https://www.dabur.com/img/upload-files/111972-policy-on-appointment-of-board-members.pdf

Particulars of remuneration of Directors/ KMP/ Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as ‘Annexure 4A’ to this report. Further, in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)

AGM. Consequently, Mr. Saket Burman (DIN: 05208674), director will retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment in accordance with provisions of the Act. Further, Dr. Anand C. Burman was appointed as an alternate director to Mr. Amit Burman by the Board of Directors in its meeting held on March 25, 2022.

Mr. P. D. Narang was appointed as the whole time director of the Company for a period of five years w.e.f. April 01, 2018 and his tenure shall end on March 31,2023. In terms of Section 196, 197, 203 and other applicable provisions of the Act and upon recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on May 05, 2022 have reappointed him as a Whole Time Director for a further period of 5 years effective April 1, 2023 till March 31, 2028 and have recommended his re-appointment for approval of the members at the ensuing Annual General Meeting.

Further, pursuant to Section 149, 152, 161 read with Schedule IV and other applicable provisions of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014 and Listing Regulations and upon recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on August 03, 2021 had appointed Mr. Rajiv Mehrishi (DIN: 00208189) as an Additional Director in the category of Non-Executive Independent Director of the Company with effect from September 01,2021, subject to approval of the shareholders at the next AGM, for a period of 5 consecutive years from the date of appointment. Mr. Rajiv Mehrishi has given consent for his appointment and has also submitted necessary disclosures with respect to his appointment.

A brief resume of the directors being appointed/ re-appointed, the nature of expertise in specific functional areas, names of companies in which they hold directorships, committee memberships/ chairmanships, their shareholding in the Company, etc., have been furnished in the explanatory statement to the notice of the ensuing AGM.

The NRC and the Board of Directors of the Company recommend their appointment/ re-appointment at the ensuing AGM.

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Act confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Company has also received from them declaration of compliance of Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the Indian Institute of Corporate Affairs, Manesar, for inclusion/

Rules, 2014, a statement showing the names and other particulars of employees drawing 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 FY 2022, 46,99,065 options were granted in 5 tranches to eligible employees of the Company in terms of Employees Stock Option Plan (Dabur ESOP 2000).

Further, during the year under review, there have been no changes in the Employees Stock Option Plan (Dabur ESOP 2000) of the Company. Further, it is confirmed that the ESOP Scheme 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 Based Employee Benefits) Regulations, 2014 with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.dabur.com and web link for the same is http://www. dabur.com/in/en-us/investor/investor-information/esops

A certificate from the Secretarial Auditors of the Company certifying that the Employee Stock Option Scheme of the Company is implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and in accordance with the resolutions passed in the General Body Meetings will be available for inspection during the AGM to any person having right to attend the meeting.

Performance Evaluation of the Board, its Committees and individual Directors

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2021-22 in accordance with the framework. The details of evaluation process of the Board, its Committees and individual directors, including independent directors have been provided under the Corporate Governance Report which forms part of this Report.

Directors’ Responsibility Statement

Pursuant to the provisions under Section 134(5) of the Act, with respect to Directors’ Responsibility Statement, the Directors confirm:

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

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

c) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) That they had laid down internal financial controls to be followed by the company and 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 all applicable 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 Act, and rules made thereunder, M/s. Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration No. 001076N/ N500013) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 42nd AGM held on 26th July, 2017 until the conclusion of 47th AGM of the Company to be held in the calendar year 2022. They shall retire at the ensuing AGM.

The Board of Directors of your company have proposed appointment of M/s. G. Basu & Co., Chartered Accountants (Firm Registration No. 301174E) as Statutory Auditors of the Company for a term of five consecutive years, to hold office

from the conclusion of the ensuing AGM until the conclusion of 52nd AGM of the Company to be held in the calendar year 2027. Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed there under, M/s. G. Basu & Co. have confirmed that they are not disqualified from being appointed as Auditors of the Company.

Report of Statutory Auditors

M/s. Walker Chandiok & Co LLP, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2021-22, which forms part of the Annual Report 2021-22. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation from the Board of Directors.

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

COST AUDITORS AND THEIR REPORT

As per Section 148 of the Act read with Companies (Cost Records and Audit) Rules 2014, M/s Ramanath Iyer & Company, Cost Accountants, (Firm’s Membership No. 000019) have been re-appointed as Cost Auditors for the financial year 2022-23 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

The Cost Audit Report for the financial year 2020-21, issued by M/s Ramanath Iyer & Company, Cost Auditors, in respect of the various products prescribed under Cost Audit Rules was filed with the Ministry of Corporate Affairs on September 1,2021.

There were no observations (including any qualification, reservation, adverse remark or disclaimer) of the Cost Auditors in the Report issued by them for the financial year 2020-21 which call for any explanation from the Board of Directors.

SECRETARIAL AUDITORS AND THEIR REPORT

M/s. Chandrasekaran Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2021-22 pursuant to section 204 of the Act. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as ‘Annexure 5’ to this report.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2021-22 which call for any explanation from the Board of Directors.

M/s Chandrasekaran Associates, Company Secretaries have been re-appointed to conduct the secretarial audit of the Company for the financial year 2022-23. They have confirmed that they are eligible for the said appointment.

INTERNAL FINANCIAL CONTROL SYSTEM

According to section 134(5)(e) of the Act the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company’s IFC system also comprises due compliances with Company’s policies and Standard Operating Procedures (SOP''s) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from Pricewaterhouse Coopers Pvt. Ltd., the Internal Auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board.

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

Adequacy of Internal Financial Controls with reference to the financial statements

The Act re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of 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 all functional activities for which key manuals have been put in place. The manuals are updated and validated as and when required.

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

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

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

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

¦ Tier-2: Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Stock audit is conducted on quarterly basis at all locations in India. Fixed Asset Verification is done on an annual basis including Ind AS-36 testing at all locations.

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

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

• The Company has a comprehensive risk management framework which is evaluated by the Audit Committee annually.

• 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 the performance 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 heads discuss their business issues and future plans in monthly review meetings. They review their achievements vs. budgets in quarterly review meetings. Specialized issues like investments, property, FOREX are discussed in their respective internal committee meetings.

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

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

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

Dabur has in place comprehensive risk assessment and mitigation framework, which is reviewed by the Board periodically. The Risk Management Committee of the Board is responsible for preparation of Risk Management Plan, reviewing and monitoring the same on regular basis, identifying and reviewing critical risks on regular basis, updating the Risk Register on quarterly basis, reporting of key changes in critical risks to the Board on an ongoing basis and a detailed report on yearly basis, evaluation of risk management systems by the Audit Committee on yearly basis and such other functions as may be prescribed by the Board.

The Committee holds quarterly meetings to review the critical risks identified. The risks faced by the Company, their impact and their minimization procedures are assessed categorically under the broad heads of High, Medium and Low risks.

Further the risks control systems are instituted to ensure that the risks in each business process are mitigated. The two joint Chief Risk Officers (CROs) are responsible for the overall risk governance in the Company and reports directly to the Management Committee (MANCOM), which consists of various functional heads. The Board provides oversight and reviews the Risk Management Policy. The Board is responsible for framing, implementing and monitoring the risk management plan of the Company. During the year, Pricewaterhouse Coopers Pvt. Ltd., Internal auditors, had tested the Risk & Control Matrices for various processes as a part of Internal financial control framework.

In line with the Listing Regulations, cyber security risk is included in the risk management plan and a Risk

Management Policy with respect to Commodities, 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 that may threaten the existence of the Company.

NATURE OF BUSINESS

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

Dabur has a diverse portfolio consisting of a number of brands and sub-brands across the three verticals of Home and Personal care, Healthcare and Foods. The Company has presence across various channels such as general groceries, chemists, organized retail and ecommerce. During the year, the company followed a channel focus strategy whereby each channel was leveraged through specific strategies and teams. This led to high growth in channels such as general groceries, chemists and ecommerce.

During fiscal 2021-22, innovation continued to be a cornerstone of Dabur’s strategy and the following new products were launched:

In India:

Health Supplements

• Dabur Chyawanprakash Tablets

• Dabur Chyawanprash Spout Pack

• Dabur Honey Throat Relief

• Arjuna and Shatavari Tablets in Pure Herb Range

Digestives

• Dabur Pudin Hara Drops

• Hajmola LimCola

OTC

• Dabur Ayush Kwath Drops

• Dabur Oliv-O-Oil

• Dabur Honitus Sugar Free

Ethicals

• Dabur Chyawanprash Sharangdhar Samhita

• Dabur Anu Tailam

• Dabur CalDab Tablets

• Dabur Kovirakshak Kit

• Dabur Ayush-64 Tablets

• Dabur Restora Gold

• Dabur Agnisandeepan Churna

• Dabur Panchagun Tail

Hair Oils

• Dabur Gold Coconut Oil

• Dabur Anmol Gold in Yellow Packaging (RISE Initiative) Shampoo & Post Wash

• Vatika Neem & Aloe Vera Shampoo (Germ Protection)

• Vatika Shampoo Refill Pack

Home Care

• Odomos Protect Liquid Vaporiser Skin Care

• Dabur Aloe Vera Nourishing Gel Beverages

• Real Fizzin (Apple, Masala Cold and Tangy variants)

• Real Juices in PET (Mango, Mixed Fruit, Guava, Litchi, Anar)

• Dabur Sharbat-e-Azam and Khus Syrup

Food

• Dabur Hommade Red Chilli Pickle (Addition to the Pickles Range)

• Dabur Hommade Sattu

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

Health Supplements

• Dabur Kesarprash

• Dabur Vita

• Dabur Honey Tasties

OTC

• Dabur Baby Super Pants (addition to the Dabur Baby Range)

Shampoo & Post Wash

• Vatika Neem & Aloe Vera Shampoo (Germ Protection)

• Vatika Shampoo Refill Pack

Home Care

• Odomos Protect Liquid Vaporiser Skin Care

• Dabur Vatika Face Wash Range (Neem, Sandalwood and Honey variants)

Food

• Real Chia and Roasted Pumpkin Seeds

New product launches under International Business:

• Vatika Nourishing Oil Shampoo Range (Hydrate & Nourish with 100% extracts of Natural Shea Butter for Dry Hair, Detox & Nourish with 100% extracts of Natural Avocado for Dull Hair, Strengthen & Nourish with 100% extracts of Natural Hibiscus for Weak Hair)

• Vatika Naturals Shampoo Range (Moroccan Argan, Turkish Black Seed, Spanish Garlic, Spanish Olive, Egg Protein, Indian Henna)

• Vatika Hot Oil Treatment Range (Black Seed and Argan)

• Vatika Castor Enriched Hair Oil

• Dermoviva Skin Superfood (Avocado, Pomegranate and Turmeric)

• Dermoviva Range of Facewash, Face Scrub and Face Mask

• Dabur Hommade Range (Garlic Paste, Ginger Paste, Ginger Garlic Paste, Tamarind Paste)

• Dabur Herbolene Healing Petroleum Jelly (Aloe Vera, Cocoa Butter, Argan)

• Dabur GlycoDab Tablets

• Dabur Triphala Churna

• Dabur Shilajit Capsules

• Dabur Tulsi Drops

• Dabur Hepano Tablets

• Hobby Naturals Liquid Handwash Range

• Hobby Style & Protect Range of Shampoos

• Hobby Style & Protect Gel Wax

• Hobby Style & Protect Keratin Hair Styling Spray

• Vatika Baby Shampoo and Massage Oil

• Dermoviva Baby Olive Moisturising Lotion

• ORS Beard & Hair Men (Beard Cream, Beard Oil, Anti Bump Gel)

• Vatika Ayurveda Shampoo and Conditioner Range in US

• Dabur Organic Ghee in UK

During the year, the Company continued its focus on its power brands - Dabur Chyawanprash, Dabur Honey, Dabur Lal Tail, Dabur Honitus, Pudin Hara, Dabur Red Paste, Dabur Amla Hair Oil, Real and Vatika. All power brands (except Dabur Chyawanprash, Dabur Pudin Hara and Dabur Honey) registered strong growths during the year. Dabur Chywanprash and Dabur Honey reported muted growths on account of the high base of last year.

In terms of distribution, the Company increased its direct reach from 1.28 million to 1.31 million, taking the total reach to 6.9 million outlets. E-commerce continued to be the growth leader and saw its saliency improve during the year. Modern Trade marked a recovery during the year with mobility restrictions easing and increased footfalls. Village coverage expansion continued with village coverage reaching 89,840 villages from 59,217 villages at the start of the year. This expansion in reach along with the expansion of Project Yoddha, wherein we continue to partner with local representatives in villages to ensure that our brands and products reached every rural household, helped to increase penetration and post strong growth in rural areas.

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

SUBSiDiARiES

Dabur Tunisie, a step down wholly owned subsidiary company which was decided to be dissolved during the financial year 17-18, is under process of liquidation and is expected to be completed by December, 2022. Further, Herbodynamic India Limited, wholly owned subsidiary of the Company has applied for striking off under the provisions of Section 248 of the Act in April 2022, as it has not commenced any business during the year.

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

Further, a separate statement containing the salient features of the financial statements of subsidiaries of the company in the prescribed form AOC-1 has been disclosed in the Consolidated Financial Statements.

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

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

Pursuant to Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on highlights of performance of subsidiaries, associates and

joint venture companies and their contribution to the overall performance of the Company is attached as ‘Annexure 6’ to this report.

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

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 Act. As per the policy the CSR activities are focused not just around the plants and offices of the Company, but also in other geographical area based on the needs of the communities. The six focus areas where special Community Development programmes were run during the FY 2021-22 are:

1. Corona Support Initiatives.

2. Eradicating hunger, poverty and malnutrition.

3. Promoting Health care including preventive health care.

4. Ensuring environmental sustainability.

5. Promotion of Education.

6. Vocational Training and Women empowerment.

The annual report on CSR activities is furnished in ‘Annexure 7’ which is attached to this report.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

The paid up share capital of the Company as on March 31, 2022 is Rs.1,76,78,56,483/- divided into 1,76,78,56,483 equity shares of Re.1/- each. The Company’s equity shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). During the year, 4,31,134 equity shares of Re.1/- each were allotted under ESOP scheme of the Company and admitted for trading on NSE and BSE.

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the

Company to which the financial statements relate and the date of this report.

DISCLOSURESNumber of Meetings of the Board

During FY 2021-22, 5 (five) Board Meetings were held. For details thereof kindly refer to the section ''Board of Directors - Number of Board Meetings’, in the Corporate Governance Report.

Disclosure on Audit Committee

The details pertaining to the composition of the Audit Committee as at March 31, 2022 including its terms of reference and attendance of directors at the Committee Meetings has been provided in the section ‘Committees of the Board - Audit Committee’, in the Corporate Governance Report, which forms part of this Report.

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ‘Annexure 8’ to this report.

Environmental, Health and Safety (EHS) Review

Details with respect to Environmental, Health and Safety (EHS) review are attached as ‘Annexure 9’ to this report.

Annual Return

The Annual Return as on March 31,2022 in the prescribed Form No. MGT-7, pursuant to section 92 of the Act is available on the website of the Company at www.dabur.com at the link https://www.dabur.com/in/en-us/investor/investor-information/annual-return

Particulars of loans, Guarantees or Investments under Section 186 of the Act

Particulars of loans, guarantees and investments under Section 186 of the Act as at the end of FY 2021-22 are provided in the standalone financial statements (refer Note No. 46).

Contracts or arrangements with related parties under section 188(1) of the Act

With reference to Section 134(3)(h) of the Act, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were approved by the Audit Committee and wherever required, also by the Board of Directors. No contract or arrangement required approval of shareholders by a resolution. Further, during the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material’ (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions.

Further, there were no transactions undertaken during the year which were not at an arms’ length basis, hence the disclosure under Form AOC-2 is not applicable to the Company.

You may refer to Related Party transactions in Note No. 53 of the Standalone Financial Statements for more details.

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

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

Disclosure on Public Deposits

During the year under review, the Company has neither accepted nor renewed any deposits in terms of Chapter V of the Act and Rules framed thereunder.

Disclosure on Vigil Mechanism

The Company has established a vigil mechanism through which directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company’s code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal. The Company has set up a Direct Touch initiative, under which all directors, employees, business associates have direct access to the Chairman of the Audit committee, and also to a three-member direct

touch team established for this purpose. The direct touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy. Further information on the subject can be referred to in section ‘Policies, Affirmations and Disclosures’ - Whistle-Blower Policy / Vigil Mechanism of the Corporate Governance Report.

Disclosure on Cost Records

Pursuant to provisions of Section 134 of the Act read with Rule 8(5) of the Companies (Accounts) Rules, 2014 it is confirmed that maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act, is required by the Company and accordingly such accounts and records are made and maintained.

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

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

At Dabur, every individual is expected to treat his/her colleagues with respect and dignity. 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’ in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

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

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

During the year, one complaint was received and disposed of. There was no complaint pending at the end of the year.

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

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company’s operations in future.

Secretarial Standards

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

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting

efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central Government, State Governments and Company’s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

For and on behalf of the Board

Mohit Burman P. D. Narang Place : New Delhi Director Director

Date : 5 May, 2022 DIN: 00021963 DIN: 00021581


Mar 31, 2021

Your Directors have pleasure in presenting the 46th Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended March 31,2021.

FINANCIAL RESULTS

Financial performance of the Company is summarised in the table below: ('' in crores)

Particulars

Consolidated

Standalone

2020-21

2019-20

2020-21

2019-20

Revenue from Operations including other income

9886.94

9008.88

7461.38

6586.70

Less Expenses:

Cost of goods sold

4788.96

4360.24

3696.82

3244.70

Employee benefits expenses

1033.46

947.74

655.82

578.26

Finance cost

30.81

49.54

9.14

19.27

Depreciation and Amortization expenses

240.13

220.45

143.40

129.93

Other Expenses

1736.55

1603.26

1272.89

1106.07

total Expenses

7829.91

7181.23

5778.07

5078.23

Profit before share of profit from joint venture and exceptional items

2057.03

1827.65

NA

NA

share of profit of Joint Venture

-1.01

-0.01

NA

NA

Profit before exceptional items and tax

2056.02

1827.64

1683.31

1508.47

Exceptional items

0

100.00

0

100

Profit before tax

2056.02

1727.64

1683.31

1408.47

Tax expense

361.07

279.72

301.42

238.12

net Profit for the year

1694.95

1447.92

1381.89

1170.35

net profit attributable to -

Owners of the Holding company

1693.30

1444.96

NA

NA

Non-Controlling interest

1.65

2.96

NA

NA

TRANSFER TO RESERVES

There is no amount proposed to be transferred to reserves.

DIVIDEND

The Company has paid an interim dividend of Rs.1.75 per share of Re. 1/-each fully paid up (being 175%) on November 25, 2020. We are pleased to recommend a dividend of Rs.3/- per share of Re.1/- each fully paid up (being 300%) for the financial year 2020-21. The dividend recommended, if approved by the members, will be paid to members within the period stipulated by the Companies Act, 2013 (hereinafter referred to as ''Act''). The aggregate dividend for the year will amount to Rs.4.75 per share of Re.1/- each fully paid up (being 475%) as against Rs.3.00 per share of Re.1/- each fully paid up (being 300%) declared last year. The dividend payout ratio for the current year is at 50.75%. The dividend recommended is in accordance with the Company''s Dividend Distribution Policy.

Dividend Distribution Policy

To bring transparency in the matter of declaration of dividend and protect the interests of investors, Dabur had in place a Dividend Policy since long. The Policy has been revised in the board meeting held on 7th May,2021 in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing Regulations'') and the Act and has been displayed on the Company''s website at link https://www.dabur.com/img/ upload-files/166-Dividend-Distribution-Policy.pdf

unpaid/ unclaimed Dividend

Pursuant to the provisions of Section 124 (5) of the Act, Final dividend for the financial year 2012-13 amounting to Rs.43,97,959/- and interim dividend for the financial year 2013-14 amounting to Rs.43,82,604/- which remained unpaid/ unclaimed for a period of 7 years, from the date it was lying in the unpaid dividend account, has been transferred by the Company to the Investors Education and Protection Fund (IEPF) of the Central Government. The due dates for transfer of unpaid dividend to IEPF for subsequent years is given in the Corporate Governance Report. The list of unpaid dividend declared up to the financial year 2019-20 [updated up to the date of 45th Annual general meeting (AGM) held on 03.09.2020] and for interim dividend declared during the financial year 2020-21 is available on Company''s website www.dabur.com. Shareholders are requested to check the said lists and if any dividend due to them remains unpaid in the said lists, can approach the Company for release of their unpaid dividend.

FINANCIAL STATEMENTS

In accordance with the Ministry of Corporate Affairs (“MCA”) circular dated January 13, 2021 read with circulars dated April 08, 2020, April 13, 2020 and May 5, 2020, the Annual Report 2020-21 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including consolidated financial statements, prepared as per the requirements of Schedule III to the Act, Directors'' Report (including Integrated Reporting and Management Discussion & Analysis and Corporate Governance Report) is being sent only via email to all shareholders who have provided their email address(es).

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

Consolidated Financial Statements

In compliance with the applicable provisions of Act including the Accounting Standard Ind AS 110 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2020-21. Consolidated Turnover was Rs. 9886.94 crores as against Rs.9008.88 crores in the previous year. Net Profit after Tax (after minority interest) for the year stood at Rs.1693.30 crores as against Rs.1444.96 crores in the previous year.

OPERATIONS AND BUSINESS PERFORMANCE

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

CORPORATE GOVERNANCE

Good governance practices are a norm at Dabur. The Company is committed to focus on long term value creation and protecting stakeholders'' interests by applying proper care, skill and diligence to business decisions. Besides complying with the legal framework of corporate governance practices, Dabur has voluntarily adopted and evolved various practices of governance conforming to highest ethical and responsible standards of business, globally benchmarked. The Company has also formulated a Policy on Group Governance to monitor governance of its unlisted subsidiaries across the globe.

The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as

stipulated under Schedule V of the Listing Regulations is attached as ''Annexure 1'' and forms part of this report.

BUSINESS RESPONSIBILITY REPORT

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

Business Responsibility Report as stipulated under Regulation 34 of the Listing Regulations is available on the website of the Company www.dabur.com at weblink https://www.dabur.com/ in/en-us/investor/investor-information/business-responsibility-report-as-per-sebi-listing-regulations. Any Member interested in obtaining a physical copy of the same may write to the 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 of AAA (stable) which has been reaffirmed by CRISIL. The highest credit rating of AAA awarded by CRISIL reflects the highest degree of safety regarding timely servicing of financial obligations. Further CRISIL has reaffirmed the rating of NCD programme of the Company as AAA (stable). The rating indicates highest degree of safety regarding timely servicing of financial obligation. The rated instrument carries lowest credit risk. The Company''s short term 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 instruments 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 financial obligation. The rated instrument carries lowest credit risk and the outlook on the long-term rating is stable.

DIRECTORS

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Mohit Burman (DIN: 00021963) and Mr. Aditya Chand Burman (DIN:00042277), directors will retire by rotation at the ensuing AGM, and being eligible, offers themselves for re-appointment in

Qr''r''Arrlonr''a iA/ith nrnwicinnc nf tho Ar>t Tho Rno rrl nf

Directors on the recommendation of the Nomination and Remuneration Committee (“NRC”) has recommended their re-appointment.

Pursuant to Section 149, 152, 161 read with Schedule IV and other applicable provisions of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014 and Listing Regulations and upon recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on November 03, 2020 had appointed Mr. Mukesh Hari Butani (DIN: 01452839) as an Additional Director in the category of Non-Executive Independent Director of the Company, subject to approval of the shareholders in the next Annual General Meeting, for a period of 5 consecutive years w.e.f. January 01,2021. Mr. Mukesh Hari Butani has given consent for his appointment and has also submitted necessary disclosures with respect to his appointment.

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

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

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

The Company has received necessary declaration from all the Independent Directors under section 149(7) of the Act confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. The Company has also received from them declaration of compliance of Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the ''Indian Institute of Corporate Affairs'' at Manesar, for inclusion/ renewal of name in the data bank of Independent Directors. With regard to integrity, expertise and experience (including the proficiency) of the independent director appointed during the Financial year 2020-21, the Board of Directors have taken on record the declarations and confirmations submitted by the independent director and is of the opinion that the independent director is a person of integrity and possesses

relevant expertise and experience and his continued association as Director will be of immense benefit and in the best interest of the Company. With regard to proficiency of the independent Director, ascertained from the online proficiency self-assessment test conducted by the institute, as notified under sub-section (1) of section 150 of the Act, the Board of Directors have taken on record the information submitted by independent director that he/she has complied with the applicable laws.

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

Key Managerial Personnel

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

Mr. P D Narang, Whole time director

Mr. Mohit Malhotra, Whole time director & Chief Executive

officer

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

Mr. Ankush Jain, Chief Financial Officer, appointed w.e.f. 01.04.2021. (Mr. Lalit Malik resigned from the services of the Company w.e.f. 01.04.2021)

Policy on directors’ appointment and Policy on remuneration

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

Particulars of remuneration of Directors/ KMP/ Employees

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

Employees Stock Option Plan

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

During the financial year 2020-21, there has been no change in the Employees Stock Option Plan (Dabur ESOP 2000) of the Company. Further, it is confirmed that the ESOP Scheme 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 Based Employee Benefits) Regulations, 2014 with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.dabur.com and weblink for the same is https://www. dabur.com/in/en-us/investor/investor-information/ESOPS

A certificate from Auditors of the Company certifying that the Employee Stock Option Scheme of the Company is implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and in accordance with the resolutions passed in the General Body Meetings will be available for inspection in electronic mode during the AGM to any person having right to attend the meeting.

Performance Evaluation of the Board, its Committees and individual Directors

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2020-21 in accordance with the framework. The details of evaluation process of the Board, its Committees and individual directors, including independent directors have been provided under the Corporate Governance Report which forms part of this Report.

Directors’ Responsibility statement

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

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed

and no material departures have been made from the same;

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

c) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) That they had laid down internal financial controls to be followed by the company and 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 all applicable 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 Act, and rules made thereunder, M/s. Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration No. 001076N/ N500013) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 42nd AGM held on 26th July, 2017 until the conclusion of 47th AGM of the Company to be held in the calendar year 2022.

Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed there under, the Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

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

Report of Statutory Auditors

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

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

COST AUDITORS AND THEIR REPORT

As per Section 148 of the Act read with Companies (Cost Records and Audit) Rules 2014, M/s Ramanath Iyer & Company, Cost Accountants, (Firm''s Membership No. 000019) have been re-appointed as Cost Auditors for the financial year 2021-22 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

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

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

SECRETARIAL AUDITORS AND THEIR REPORT

M/s Chandrasekaran Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2020-21 pursuant to section 204 of the Act. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as ''Annexure 5'' to this report.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2020-21 which call for any explanation from the Board of Directors.

M/s Chandrasekaran Associates, Company Secretaries have been re-appointed to conduct the secretarial audit of the Company for the financial year 2021-22. They have confirmed that they are eligible for the said appointment.

INTERNAL FINANCIAL CONTROL SYSTEM

According to section 134(5)(e) of the Act the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company''s IFC system also comprises due compliances with Company''s policies and Standard Operating Procedures (SOP''s) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from Pricewaterhouse Coopers Pvt. Ltd., the Internal Auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board.

To further strengthen the internal control process, the Company has developed a very comprehensive legal compliance system called ''e-nforce'', which drills down from the CEO to the executive level person who is responsible for compliance. This process is fully automated and generate alerts for proper and timely compliance.

Adequacy of Internal Financial Controls with reference to the financial statements

The Act re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of 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 all functional activities for which key manuals have been put in place. The manuals are updated and validated as and when required.

• All legal and statutory compliances are ensured on a monthly basis for all locations in India through a fully automated tool called “e-nforce”. Non- compliance,

if any, is seriously taken by the management and corrective actions are taken immediately. Any regulatory amendment is updated periodically in the system.

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

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

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

¦ Tier-2: Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Stock audit is conducted on quarterly basis at all locations in India. Fixed Asset Verification is done on an annual basis including Ind AS-36 testing at all locations.

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

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

• The Company has a comprehensive risk management framework which is evaluated by the Audit Committee annually.

• 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 the performance 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 heads discuss their business issues and future plans in monthly review meetings. They review their achievements vs. budgets in quarterly review meetings. Specialized issues like investments, property, FOREX are discussed in their respective internal committee meetings.

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

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

DEVELOPMENT AND IMPLEMENTATION OF RISK

MANAGEMENT

Dabur has in place comprehensive risk assessment and

minimization procedures, which are reviewed by the Board

periodically. The Risk Management Committee of the Board is responsible for preparation of Risk Management Plan, reviewing and monitoring the same on regular basis, identifying and reviewing critical risks on regular basis, updating the Risk Register on quarterly basis, reporting of key changes in critical risks to the Board on an ongoing basis and a detailed report on yearly basis, evaluation of risk management systems by the Audit Committee on yearly basis and such other functions as may be prescribed by the Board.

The Committee holds quarterly meetings to review the critical risks identified. The risks faced by the Company, their impact and their minimization procedures are assessed categorically under the broad heads of High, Medium and Low risks.

Further the risks control systems are instituted to ensure that the risks in each business process are mitigated. The two joint Chief Risk Officers (CROs) are responsible for the overall risk governance in the Company and reports directly to the Management Committee (MANCOM), which consists of various functional heads. The Board provides oversight and reviews the Risk Management Policy. The Board is responsible for framing, implementing and monitoring the risk management plan of the Company. During the year, Pricewaterhouse Coopers Pvt. Ltd., Internal auditors, had tested the Risk & Control Matrices for various processes as a part of Internal financial control framework.

In line with the Listing Regulations, cyber security risk is included in the risk management plan and a Risk Management Policy with respect to Commodities, including through hedging has also been framed by the Company.

Covid -19 is an unprecedented risk and it has severely affected all the key dimensions of business operations both at national level and international level since March 2020. Just as things seemed to be improving to catch up with pre-covid days the resurgence of infections, Covid- 2.0 has assumed almost a tsunami like proportions, with daily caseloads at almost 2X levels of peak of September, 2020. The ground situation is quite grim.

Covid-19 has impacted various key functions viz. Marketing, Human Resource, Finance function, Procurement function, Sales and Marketing Function, Manufacturing and plant operations, supply chain and logistics, Information Technology, etc. But with effective mitigation strategy put in place quickly, Dabur has been able to minimize this impact to a great extent. Dabur''s COVID Management Strategy has covered - Employee well being, Brand Building, Driving Sales Growth, Streamlining supply chain and Community Welfare. Many new products across Healthcare, Home and Personal care and Foods categories have been launched targeting the growing consumer need for Immunity-boosters

and Hygiene products. Dabur will continue taking steps to mitigate the impact of Covid-19.

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

NATURE OF BUSiNESS

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

Dabur has a diverse portfolio consisting of a number of brands and sub-brands across the three verticals of Home and Personal care, Healthcare and Foods. During FY 202021, the Company also entered the Personal and Home Hygiene on account of the consumer need for such products due to the Covid pandemic. The Company has presence across various channels such as general groceries, chemists, organized retail and ecommerce. During the year, the company followed a channel focus strategy whereby each channel was leveraged through specific strategies and teams. This led to high growth in channels such as general groceries, chemists and ecommerce.

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

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

In India:

• Dabur Honey Tulsi and Dabur Honey Ashwagandha

• Dabur Vedic Suraksha Tea - Green and Black Variants

• Dabur Pure Herbs Range (Giloy, Tulsi, Ashwagandha, Amla and Haldi)

• Dabur Health Drops (Tulsi and Haldi)

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

• Dabur Ayush Kwath Kadha

• Dabur Ashwagandha Capsules

• Dabur Baby Care Range

• Dabur Red Pulling Oil - Ayurvedic Mouthwash

• Dabur Dant Rakshak

• Dabur Herb''l Toothpaste Range (Neem, Clove, Tulsi)

• Dabur Vatika Enriched Hair Oils Range (Aloe Vera, Argan, Olive and Bringhraj Oil)

• Dabur Badam Amla Hair Oil

• Dabur Amla Aloe Vera Hair Oil

• Dabur Sanitize Range (includes Hand Sanitizers, Air Sanitizers, Surface Disinfectant Sprays, Floor Cleaners, etc)

• Dazzl Range of Home Disinfectant Sprays and Cleaners

• Dabur Sanitize Antiseptic Liquid (2 variants)

• Dabur Sanitize Germ Protection Soap

• Real Mango Drink in PET format

• Real Frappe Milkshakes (in 4 flavours - Belgian Chocolate, French Vanilla, Mango and Strawberry)

• Hommade Chutney Range (Rajasthan ki Garlic Chutney, Dilli ki Hari Chatpati Chutney, Kalonji Tamatar ki Chutney)

• Hommade Pickles Range

• Hommade Imli Sauce

• Hommade Tasty Masala

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

• Dabur Cold Pressed Mustard Oil

• Dabur Himalayan Apple Cider Vinegar

• Dabur Himalayan Organic Apple Cider Vinegar

• Dabur Himalayan Forest Honey

• Dabur Organic Honey

• Vatika Select Shampoo Range

• Dabur 100% Pure Cow Ghee

New product launches under International Business:

In Overseas markets

• Vatika Sanitizing Body Wash

• Vatika Sanitizing Skin Lotion

• Vatika Sanitizing Mist

• Dabur Fruit & Veggie Clean

• Vatika Multivitamin Oil (Hibiscus for Hair Revitalization and Egg-Protein for Damage Repair)

• Vatika Oilfusion range of Hair Colors

• Dabur Honitus Herbal Lozenges

• Dabur Honitus Hot Sip

• Dabur Pudin Hara Peals

• Dabur Herb''l Alpha Range (Activated Charcoal, Aloe Vera, Olive and Blackseed)

• Dabur Anmol Gold

• Dabur Amla Hair Repair Solutions

• Range of ORS Olive Oil Sheen Sprays

• Range of ORS Hairdress (Coconut Oil, Tea Tree Oill, Jojoba Oil)

• Range of ORS HAIRepair Vital Oils

• Hobby Antibacterial Range (Hand Gel, Hand Wash, Body Wash)

• DermoViva Anti-Bacterial Range (includes soap, hand sanitizers, body wash, hand wash, wipes)

• Dabur Medimax Hand Sanitizer Spray

• Dazzl Shield Surface and Floor Disinfectants and Cleaners

• Hobby Fantastic Range of Shower Gels

• Hobby Fresh Care Range of Shower Gels

• Hobby Style & Protect Hair Gel

During the year, the Company continued its focus on its power brands - Dabur Chyawanprash, Dabur Honey, Dabur Lal Tail, Dabur Honitus, Pudin Hara, Dabur Red Paste, Dabur Amla Hair Oil, Real and Vatika. This led to strong growth in these brands despite facing Covid headwinds through the year.

In terms of distribution, the Company increased its direct reach from 1.2 million to 1.43 million, taking the total reach to 6.7 million outlets. Through its initiatives and led by the changing consumer preference towards contactless channels, the Company saw strong growth in E-commerce channels with its revenue contribution increasing to 6%. Village coverage expansion continued with village coverage reaching 59,217 villages from 52,298 villages at the start of the year. This expansion in reach along with the newly launched Project Yoddha, wherein we partnered with local representatives in villages to ensure that our brands and products reached every rural household, helped to increase penetration and post strong growth in rural areas.

During the year, the company also captured considerable cost optimization through Project Samriddhi. Under this project, cross-functional teams were formed to reduce costs across different areas like raw materials and packing material, logistics and supply chain, consumer and trade promotions, manufacturing, manpower productivity and overheads. This led to cost savings and operating leverage across cost items.

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

SUBSiDiARiES

Dabur Tunisie, a step down wholly owned subsidiary company which was decided to be dissolved during the financial year 17-18, is under process of liquidation and is

Herbodynamic India Limited was incorporated on 24.02.2021 as a wholly owned subsidiary Company of Dabur India Limited. This new subsidiary shall engage in the business of manufacturing, sale and export of consumer care products.

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

Further, a separate statement containing the salient features of the financial statements of subsidiaries of the company in the prescribed form AOC-1 has been disclosed in the Consolidated Financial Statements.

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

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

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

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

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 Act. As per the policy the CSR activities are focused not just around the plants and offices of the Company, but also in other geographical area based on the needs of the communities. The five focus areas where special Community Development programmes were run during the FY 2020-21 are:

1. Corona Support Initiatives.

2. Eradicating hunger, poverty and malnutrition.

3. Promoting Health care including preventive health care.

4. Ensuring environmental sustainability.

5. Promotion of Education.

The annual report on CSR activities is furnished in ''Annexure 7'' which is attached to this report.

CHANGE iN CAPiTAL STRUCTURE AND LiSTiNG OF SHARES

The paid up share capital of the Company as on 31st March, 2021 is Rs.1,76,74,25,349/- divided into 1767425349 equity shares of Re.1/- each. The Company''s equity shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). During the year 361457 equity shares of Re.1/- each were allotted under ESOP scheme of the Company and admitted for trading on NSE and BSE.

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

MATERiAL CHANGES AND COMMiTMENTS AFFECTiNG THE FiNANCiAL POSiTiON OF THE COMPANY

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

DISCLOSURES

Number of Meetings of the Board

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

Disclosure on Audit Committee

The Audit Committee as on March 31, 2021 comprises of the following independent directors:

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

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ''Annexure 8'' to this report.

Environmental, Health and Safety (EHS) Review

Details with respect to Environmental, Health and Safety (EHS) review are attached as ''Annexure 9'' to this report.

Annual Return

The Annual Return as on March 31, 2021 in the prescribed Form No. MGT-7, pursuant to section 92 of the Act is available on the website of the Company at www.dabur.com at the link https://www.dabur.com/in/en-us/investor/investor-information/annual-return.

Particulars of Loans, Guarantees or investments under Section 186 of the Act

Particulars of loans, guarantees and investments under Section 186 of the Act as at the end of the Financial Year 2020-21 are provided in the standalone financial statements (refer Note No. 47).

Contracts or arrangements with related parties under section 188(1) of the Act

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

During end of the year, the Company had entered into a contract/transaction with related party M/s Burman Brothers, a partnership firm, for taking from them on rent/ pay by use certain assets and services, w.e.f. 1.5.2021. Upon recommendation and approval of the Audit Committee, the contract/transaction was approved by the Board of Directors. Since the transaction pertains to next financial year, disclosure in the prescribed form AOC-2 is not being reported.

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered ''material'' (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in Form AOC-2

You may also refer to Related Party transactions in Note No.54 of the Standalone Financial Statements.

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

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

Disclosure on Public Deposits

During the year under review, the Company has neither accepted nor renewed any deposits in terms of Chapter V of the Act and Rules framed thereunder.

Disclosure on vigil Mechanism

The Company has established a vigil mechanism through which directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal. The Company has set up a Direct Touch initiative, under which all directors, employees, business associates have direct access to the Chairman of the Audit committee, and also to a three-member direct touch team established for this purpose. The direct touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy. Further information on the subject can be referred to in section ''Policies, Affirmations and Disclosures'' -Whistle-Blower Policy / Vigil Mechanism of the Corporate Governance Report.

Disclosure on cost Records

Pursuant to provisions of Section 134 of the Act read with Rule 8(5) of the Companies (Accounts) Rules, 2014 it is confirmed that maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act, is required by the Company and accordingly such accounts and records are made and maintained.

Disclosure under sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) act, 2013

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

At Dabur, every individual is expected to treat his/her colleagues with respect and dignity. 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''. This Anti-Sexual Harassment policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

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

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

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

• No. of complaints received: 0

• No. of complaints disposed of: NA

• No. of complaints pending: 0

significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and company''s operations in future

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company''s operations in future.

Secretarial Standards

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

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting

efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to

place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

For and on behalf of the Board AMiT BuRMAN

Place: New Delhi Chairman

Date : 07 May 2021 DIN: 00042050


Mar 31, 2018

Directors'' Report

To,

The Members,

The Directors have pleasure in presenting the 43rd Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended March 31, 2018.

Financial Results

Financial results are presented in the table below:

(Rs. in crores

Particulars

Consolidated

Standalone

2017-18

2016-17

2017-18

2016-17

Revenue from Operations including other Income

8053.52

7,999.79

5892.29

5,644.48

Less Expenses:

Cost of goods sold

3846.41

3,843.22

2919.46

2858.78

Employee benefits expenses

792.79

789.61

461.13

425.30

Finance cost

53.05

54.03

21.89

16.23

Depreciation and

Amortization

expenses

162.18

142.86

102.50

75.43

Other Expenses

1491.70

1,559.67

999.64

974.39

Total Expenses

6346.13

6,389.39

4504.62

4,350.13

Profit before share of profit from Joint Venture and exceptional items

1707.39

1610.40

NA

NA

share of profit of Joint Venture

0.24

0.25

NA

NA

Profit before exceptional items and tax

1707.63

1,610.65

1387.67

1,294.35

Exceptional items

14.54

0.00

14.54

0.00

Profit before tax

1693.09

1,610.65

1373.13

1,294.35

Tax expense

335.35

330.34

301.08

296.02

Net Profit for the year

1357.74

1,280.31

1072.05

998.33

Net profit attributable to

Owners of the Holding Company

1354.39

1276.94

NA

NA

Non-Controlling

interest

3.35

3.37

NA

NA

Dividend

The Company has paid an interim dividend of Rs.1.25 per share of Re.1/-each fully paid up (being 125%) on November, 22, 2017. We are pleased to recommend a dividend of Rs.6.25 per share of Re.1/- each fully paid up (being 625%) which includes final dividend of Rs.1.25 per share of Re.1/-each fully paid up (being 125%) for the financial year 2017-18 and a special dividend of Rs.5 per share of Re.1/- each fully paid up (being 500%) to mark the silver jubilee year of listing of Dabur India Limited''s share in the financial year 1993-94. The dividend recommended, if approved by the members, will be paid to members within the period stipulated by the Companies Act, 2013. The aggregate dividend for the year will amount to Rs.7.50 per share of Re.1/-each fully paid up (being 750%) as against Rs.2.25 per share of Re.1/- each fully paid up (being 225%), declared last year. The dividend payout ratio for the current year, inclusive of corporate tax on dividend distribution is at 148.53% (which includes 99.04% pertaining to special dividend).

Pursuant to the provisions of Section 124 (5) of the Companies Act, 2013, Final dividend for the financial year 2009-10 amounting to Rs.39,72,246/- and interim dividend for the financial year 2010-11 amounting to Rs.30,89,625/- which remained unpaid/ unclaimed for a period of 7 years, from the date it was lying in the unpaid dividend account, has been transferred by the Company to the Investors Education and Protection Fund (IEPF) of the Central Government. The due dates for transfer of unpaid dividend to IEPF for subsequent years is given in the Corporate Governance Report. The list of unpaid dividend declared up to the financial year 201617 (updated up to the date of 42nd AGM held on 26.07.2017) and for interim dividend declared during the financial year 2017-18 is available on Company''s website www.dabur.com. Shareholders are requested to check the said lists and if any dividend due to them remains unpaid in the said lists, can approach the Company for release of their unpaid dividend.

Financial Statements

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing Regulations'') and Section 136 of the Companies Act, 2013 read with Rule 10 of the Companies (Accounts) Rules,

2014, the abridged Annual Report containing salient features of the financial statements, including consolidated financial statements, for the financial year 2017-18, along with statement containing salient features of the Directors'' Report (including Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders who have not registered their email address(es) for the purpose of receiving documents/ communication from the Company in electronic mode. Please note that you will be entitled to be furnished, free of cost, the full Annual Report 2017-18, upon receipt of written request from you, as a member of the Company.

Full version of the Annual Report 2017-18 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including consolidated financial statements, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors'' Report (including Integrated Reporting and Management Discussion & Analysis and Corporate Governance Report) shall be sent via email to all shareholders who have provided their email address(es).

Full version of Annual Report 2017-18 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual General 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 the Accounting Standard Ind AS 110 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2017-18. Consolidated Turnover was Rs. 8,053.52 crores as against Rs.7999.79 crores in the previous year. Net Profit after Tax for the year stood at Rs. 1,354.39 crores as against Rs.1,276.94 crores in the previous year.

Operations and Business Performance

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

Corporate Governance

Corporate Governance is the system of rules, practices and processes through which objectives of a corporate entity are set and pursued in the context of the social, regulatory and market environment. It essentially involves balancing the interests of various stakeholders, such as shareholders, Management, customers, suppliers, financiers, Government and the community. Fundamentals of Corporate Governance includes transparency, accountability and independence.

At Dabur good governance practices forms part of business strategy which includes, inter alia, focus on long term value creation and protecting stakeholders interests by applying proper care, skill and diligence to business decisions. Payoffs from strong governance practices have been in the sphere of valuations, stakeholders'' confidence, market capitalization and high credit ratings in positive context apart from obtaining of awards from appropriate authorities for brands, stocks, environmental protection, etc. These contributes to Dabur paying uninterrupted dividends to its shareholders. During the financial year 2017-18, the Company was awarded by the Institute of Company Secretaries of India (ICSI), a National award for excellence in Corporate Governance for 2017, certifying Dabur India Ltd., as one of the “Best Governed Companies” of India. This is the second year in a row and fourth overall that Dabur has been awarded by ICSI for excellence in Corporate Governance.

A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is attached as ''Annexure 1'' and forms part of this report.

Business Responsibility Report

At Dabur, fulfillment of environmental, social and governance responsibility is an integral part of the way the Company conducts its business. A detailed information on the initiatives of the Company as enunciated in the ''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business, 2011'' is provided in the Business Responsibility Report, a copy of which will be available on the Company''s website www.dabur.com.

Business Responsibility Report as stipulated under Regulation 34 of the Listing Regulations is also available on the website of the Company at we blink http://dabur.com/in/en-us/investor/ investor-information/business-responsibility-report-as-per-sebi-listing-regulations. Any Member interested in obtaining a physical copy of the same may write to the 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 of AAA (stable) which has been reaffirmed by CRISIL. The highest credit rating of AAA awarded by CRISIL reflects the highest degree of safety regarding timely servicing of financial obligations. Further CRISIL has reaffirmed the rating of NCD programme of the Company as AAA (stable). The rating indicates highest degree of safety regarding timely servicing of financial obligation. The rated instrument carries lowest credit risk. The Company''s short term 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 financial obligation. The rated instrument carries lowest credit risk and the outlook on the long term rating is stable.

Directors

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr Saket Burman (DIN: 05208674), Director will retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment in accordance with provisions of the Companies Act, 2013.

His brief resume, the nature of expertise in specific functional areas, names of Companies in which he hold Directorships, Committee Memberships/Chairmanships, his shareholding in the Company etc., are furnished in the explanatory statement to the notice of the ensuing AGM.

The Directors recommend his re-appointment at the ensuing AGM.

None of the Directors of the Company have resigned from the office of Director of the Company during the year.

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

Key Managerial Personnel

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

Mr. P D Narang, Whole Time Director

Mr. Sunil Duggal, Chief Executive officer and Whole Time Director

Mr. Lalit Malik, Chief Financial Officer

Mr. Ashok Kumar Jain, V P (Finance) and Company Secretary

Mr. Mohit Malhotra, Chief Executive officer- India Business

(w.e.f. 1st May, 2018)

During the year, there was no change (appointment or cessation) in the office of KMP. However, after the close of financial year, the Board of Directors in their meeting held on 1st May, 2018 have designated Mr. Mohit Malhotra, Chief Executive officer- India Business, as KMP of the Company.

Policy on Directors'' appointment and Policy on remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as ''Annexure 2 & 3'' respectively to this report.

Particulars of remuneration of Directors/ KMP/ Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ''Annexure 4A'' to this report. Further, in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing 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, 36,720 options in 3 tranches were granted to eligible employees of the Company in terms of Employees Stock Option Plan (Dabur ESOP 2000).

During the financial year 2017-18, there has been no change in the Employees Stock Option Plan (Dabur ESOP 2000) of the Company. Further, it is confirmed that the ESOP Scheme 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 Based Employee Benefits) Regulations, 2014 with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.dabur.com and weblink for the same is http://www.dabur.com/in/en-us/ investor/investor-information/esops

Number of Meetings of the Board

During the Financial Year 2017-18, 5 (five) number of Board Meetings were held. For details thereof kindly refer to the Section ''Board of Directors- Number of Board Meetings’, 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 Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2017-18 in accordance with the framework. The details of evaluation process of the Board, its Committees and individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

Directors'' Responsibility Statement

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

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

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

c) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) That they had laid down internal financial controls to be followed by the Company and 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 all applicable 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, M/s. Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration No. 001076N/ N500013) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 42nd Annual General Meeting held on 26th July, 2017 until the conclusion of 47th Annual General Meeting of the Company to be held in the calendar year 2022, subject to annual ratification by members at every Annual General Meeting, on such remuneration as may be decided by the Audit Committee of the Board. However, as per the Companies Amendment Act, 2017, the requirement of annual ratification has been omitted, which is yet to be notified. Accordingly, the ratification of their appointment shall be placed before the shareholders, in the ensuing Annual General Meeting, if so required.

Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate dated April 12, 2018 from the Auditors to the effect, inter-alia, that their appointment would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such appointment under the provisions of applicable laws and also that there are no pending proceedings against them or any of their partners with respect to professional matters of conduct.

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

Report of Statutory Auditors

M/s. Walker Chandiok & Co LLP, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2017-18, which forms part of the Annual Report 2017-18. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports that may call for any explanation from the Directors.

Cost Auditors and their Report

As per Section 148 of the Companies Act, 2013 read with Rules framed there under, M/s Ramanath Iyer & Company, Cost Accountants, (Firm''s Membership No. 000019) have been re-appointed as Cost Auditors for the financial year 2018

19 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members 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 Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment within the meaning of the said Act.

The Cost Audit Report for the financial year 2016-17, issued by M/s Ramanath Iyer & Company, Cost Auditors, in respect of the various products prescribed under Cost Audit Rules was filed with the Ministry of Corporate Affairs on 30/08/2017.

Secretarial Auditors and their Report

M/s Chandrasekaran Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2017-18 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as ''Annexure 5'' to this report.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2017-18 which call for any explanation from the Board of Directors.

M/s Chandrasekaran Associates, Company Secretaries have been re-appointed to conduct the secretarial audit of the Company for the financial year 2018-19. They have confirmed that they are eligible for the said appointment.

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

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(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 Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company''s IFC system also comprises due compliances with Company''s policies and Standard Operating Procedures (SOP''s) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from Price water house Coopers Pvt. Ltd., the Internal Auditors and various transaction Auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board.

To further strengthen the internal control process, the Company has developed a very comprehensive legal compliance system called ''e-nforce'', which drills down from the CEO to the executive level person who is responsible for compliance. This process is fully automated and generate alerts for proper and timely compliance.

Adequacy of Internal Financial Controls with reference to the financial statements

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of 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 all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

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

- Approval of all transactions is ensured through a preapproved Delegation of Authority (DOA) Schedule which is in-built into the SAP system. DOA is reviewed periodically by the Management and compliance of DOA is regularly checked and monitored by the auditors.

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

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

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

o The audit reports for the above audits are compiled and submitted to Management Committee and Audit Committee for review and necessary action.

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

- The Company has a comprehensive Risk Management 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 the performance 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 heads discuss their business issues and future plans in monthly review meetings. They review their achievements vs. budgets in quarterly review meetings. Specialized issues like investments, property, FOREX are discussed in their respective internal committee meetings.

- Compliance of secretarial functions is ensured by way of Secretarial Audit.

- Compliance relating to cost records of the Company is ensured by way of Cost Audit.

- After close of the financial year the internal auditors have issued their report apprising the Company of certain gaps in design/ operating effectiveness of controls, for which 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 are reviewed by the Board periodically. The Risk Management Committee of the Board is responsible for preparation of Risk Management Plan, reviewing and monitoring the same on regular basis, identifying and reviewing critical risks on regular basis, updating the Risk Register on quarterly basis, reporting of key changes in critical risks to the Board on an ongoing basis, reporting of critical risks to Audit Committee in detail on yearly basis and such other functions as may be prescribed by the Board.

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

Further the risks control systems are instituted to ensure that the risks in each business process are mitigated. The two Joint Chief Risk Officers (CROs) are responsible for the overall risk governance in the Company and reports directly to the Management Committee (MANCOM), which consists of various functional heads. The Board provides oversight and reviews the Risk Management Policy on a quarterly basis. The Board is responsible for framing, implementing and monitoring the risk Management plan of the Company. During the year, Pricewaterhouse Coopers Pvt. Ltd., Internal Auditors, have been engaged for preparing Risk & Control Matrices for various processes as a part of Internal financial control framework.

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

Nature of business

There has been no change in the nature of business of the Company. However, updates regarding new projects undertaken by the Company and its subsidiary Companies are as under:

During fiscal 2017-18 the Company acquired the following assets/ brands:

1. Completion of acquisition of assets of CTL group of Companies by Dabur South Africa Pty Ltd. Through this acquisition Dabur acquired a facility for manufacturing hair care products in South Africa which has enabled it to have its dedicated local manufacturing operations for hair care products under the ORS brand.

2. Acquisition of 100% shareholding of D&A Cosmetics Proprietary Ltd and Atlanta Body and Health Products Proprietary Ltd. Through this acquisition the Company acquired the brand ''Long and Lasting'' which operates in hair care market in South Africa. This is expected to enable the Company to consolidate its position in hair care market with 2 brand strategy and expand its footprint in the region.

Recognizing the fast growing e-commerce channel In India Dabur embarked upon an aggressive e-commerce strategy. As part of this strategy the Company signed an agreement with the leading e-tailer Amazon to showcase its Ayurvedic range on their health and wellness Section in India. Dabur and Amazon have jointly set up an online marketplace exclusively for Ayurveda where all Ayurvedic products will be sold. This exclusive online Ayurveda store houses all Ayurveda brands and products available in the country and offers consumers an insight into the various Ayurvedic medicines available for treating a variety of ailments. This exclusive Ayurveda e-marketplace has been hosted by Amazon India and the content developed by Dabur India.

Dabur has also formed an alliance with Amazon to expand its reach in The US, Canada and Mexico markets under the e-retailer''s Global Selling Program. Under this collaboration, Amazon will take around 30 products from Dabur''s popular range such as, Vatika hair oil, Meswak toothpaste, Red toothpaste and Chyawanprash, to millions of overseas loyal Amazon customers, besides help strengthen and expand the brand''s reach and take Ayurveda to global audiences. Along with this, Dabur will also offer an exclusive range of products specially created for Amazon''s global customers.

During the year the Company piloted a unique project called ''AskDabur'' which entails setting up call centers to address queries regarding common healthcare problems and recommend products from our healthcare portfolio. The call center is manned by a team of Ayurvedic doctors who provide advice and guide the patients to nearby stores for buying the products. This project would help establish Dabur''s leadership in Ayurveda and also create new market opportunities for its wide range of products.

Further updates regarding operational performance and projects undertaken by the subsidiary Companies can be referred in the report on highlights of performance of subsidiaries presented elsewhere in this report.

Subsidiaries

After the close of financial year w.e.f. 5.4.2018 two Companies incorporated and having operations in the Republic of South Africa, namely i) D and A Cosmetics Proprietary Limited and

ii) Atlanta Body & Health Products Proprietary Limited, have become our step down wholly owned subsidiary Companies. These two Companies were acquired by our existing step down wholly owned subsidiary Dermoviva Skin Essentials Inc.

During the year, Dabur Tunisie, a step down wholly owned subsidiary Company was decided to be dissolved and its liquidation is under process which is expected to be completed by March, 2019.

Pursuant to Section 129 (3) of the Companies Act, 2013 and Ind - AS 110 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries.

Further, a separate statement containing the salient features of the financial statements of subsidiaries of the Company in the prescribed form AOC-1 has been disclosed in the Consolidated Financial Statements.

In terms of provisions of Section 136 of the Companies Act, 2013, separate audited accounts of the subsidiary Companies shall be available on website of the Company at www.dabur.com. The Company will make available physical copies of these documents upon request 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 the Company during business hours up to the date of ensuing AGM.

Report on the highlights of performance of Subsidiaries, Associates and Joint Venture Companies 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, associates and Joint Venture Companies and their contribution to the overall performance of the Company is attached as ''Annexure 6'' to this report.

Information with respect to financial position of the above entities can be referred in form 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) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ''Annexure 7'' to this report.

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 Act, 2013. As per the policy the CSR activities are focused not just around the plants and offices of the Company, but also in other geographies based on the needs of the communities. The four focus areas where special Community Development programmes are run are:

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 attached to this report. Apart from this the Company also releases a detailed Business Responsibility Report which shall be available on its website www.dabur.com.

Change in Capital Structure and Listing of Shares

The paid up share capital of the Company as on 31st March, 2018 is Rs.1,76,15,20,510/- divided into 1,76,15,20,510 equity shares of Re.1/- each. The Company''s equity shares are listed on the National Stock Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE) and Metropolitan Stock Exchange of India Limited (MSEI). The shares are actively traded on NSE and BSE and have not been suspended from trading. During the year under review no shares were allotted and admitted for trading in NSE, BSE and MSEI.

Extract of Annual Return

The extract of Annual Return as on March 31, 2018 in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as ''Annexure 10'' to this Report.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Particulars of loans, guarantees and investments under Section 186 of the Act as at the end of the Financial Year 2017-18 are provided in the standalone financial statements (refer Note No. 47).

Contracts or arrangements with related parties under Section 188(1) of the Companies Act, 2013

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

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered ''material'' (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in form AOC-2.

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

Disclosure on Audit Committee

The Audit Committee as on March 31, 2018 comprises of the following Independent Directors:

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 of the Board - Audit Committee’, in the Corporate Governance Report, which forms part of this Report.

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 deposits in 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 and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct without fear of reprisal. The Company has set up a Direct Touch initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit committee, and also to a three-member direct touch team established for this purpose. The direct touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy. Further information on the subject can be referred to in Section ''Policies, Affirmations and Disclosures '' - Whistle-Blower Policy / Vigil Mechanism of the Corporate Governance Report.

Dividend Distribution Policy

To bring transparency in the matter of declaration of dividend and protect the interests of investors, Dabur had in place a Dividend Policy since long. The Policy was revised in accordance with Regulation 43A of the Listing Regulations and the Companies Act, 2013 and has been displayed on the Company''s website at www.dabur.com. The Policy is attached as ''Annexure 11'' 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 between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At Dabur, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Dabur. The Direct Touch (Whistle-Blower & Protection Policy) policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The policy also includes misconduct with respect to discrimination or sexual harassment.

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

An Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment.

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

- No. of complaints received: 1

- No. of complaints disposed of: 1

Significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and Company''s operations in future

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company''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 of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

Industrial Relations

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

Acknowledgements

Your Directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

For and on behalf of the Board

DR. ANAND C BURMAN

Place: New Delhi Chairman

Date: May 1, 2018 DIN: 00056216


Mar 31, 2017

Directors’ Report

To,

The Members,

The Directors have pleasure in presenting the 42nd Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended March 31, 2017.

Financial Results

Financial results are presented in the table below: (Rs. in crores)

Particulars

Consolidated

Standalone

2016-17 2015-16

2016-17| 2015-16

Revenue from Operations including other Income

7,999.79 8,085.96

5,644.48 5,616.93

Less Expenses:

Cost of goods sold

3,843.22 3,849.56

2,858.78 2,858.56

Employee benefits expenses

789.61 794.10

425.30 431.89

Finance cost

54.03 48.48

16.23 10.26

Depreciation and Amortization expenses

142.86 133.19

75.43 72.83

Other Expenses

1,559.67 1,706.83

974.39 1,034.04

Total Expenses

6,389.39 6,532.16

4,350.13 4,407.58

Profit before exceptional items and tax

1,610.40 1,553.80

1,294.35 1,209.35

Exceptional items

0.00 0.00

0.00 0.00

Profit before tax

1,610.40 1,553.80

1,294.35 1,209.35

Tax expense

330.34 299.90

296.02 272.09

Profit for the year from continuing operations

1,280.06 1,253.90

998.33 937.26

share of profit/ loss of associates & Joint Venture

0.25 (0.01)

0.00 0.00

Non-Controlling interest

3.37 2.74

0.00 0.00

Profit for the year

1,276.94 1,251.15

998.33 937.26

Transfer to Reserves

The Company proposes to transfer an amount of Rs.100 crores (Previous year Rs.95 crores) to general reserves.

Dividend

The Company has paid an interim dividend of 125%, being Rs.1.25 per share of Re.1/-each fully paid up, on November 17,

2016. We are pleased to recommend a final dividend of 100% being Re.1/- per share of Re.1/- each fully paid up, for the financial year 2016-17. The final dividend, if approved by the members, will be paid to members within the period stipulated by the Companies Act, 2013. The aggregate dividend for the year will amount to 225% being Rs.2.25 per share of Re.1/- each fully paid up, as against 225%, being Rs.2.25 per share of Re.1/- each fully paid up, declared last year. The dividend payout ratio for the current year, inclusive of corporate tax on dividend distribution is at 47.78%.

Pursuant to the provisions of Section 124 (5) of the Companies Act, 2013, Final dividend for the financial year 2008-09 amounting to Rs.26,92,622/- and interim dividend for the financial year 2009-10 amounting to Rs.20,83,034/- which remained unpaid/ unclaimed for a period of 7 years, from the date it was lying in the unpaid dividend account, has been transferred by the Company to the Investors Education and Protection Fund (IEPF) of the Central Government. The due dates for transfer of unpaid dividend to IEPF for subsequent years is given in the Corporate Governance Report. The list of unpaid dividend declared up to the financial year 2015

16 (updated up to the date of 41st AGM held on 19.07.2016) and for interim dividend declared during the financial year 2016-17 is available on Company''s website www.dabur.com. Shareholders are requested to check the said lists and if any dividend due to them remains unpaid in the said lists, can approach the Company for release of their unpaid dividend.

Financial Statements

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing Regulations'') and Section 136 of the Companies Act, 2013 read with Rule 10 of the Companies (Accounts) Rules, 2014, the Annual Report containing salient features of the financial statements, including consolidated financial statements, for the financial year 2016-17, along with statement containing salient features of the Directors'' Report (including Integrated Reporting and Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders who have not registered their email address(es) for the purpose of receiving documents/ communication from the Company in electronic mode. Please note that you will be entitled to be furnished, free of cost, the full Annual Report 2016-17, upon receipt of written request from you, as a member of the Company.

Full version of the Annual Report 2016-17 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including consolidated financial statements, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors'' Report (including Integrated Reporting and Management Discussion & Analysis and Corporate Governance Report) is being sent via email to all shareholders who have provided their email address(es).

Full version of Annual Report 2016-17 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual general 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 the Accounting Standard Ind AS 110 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2016-17. Consolidated Turnover was Rs.7,999.79 crores as against Rs.8,085.96 crores in the previous year. Net Profit after Tax for the year stood at Rs.1,276.94 crores as against Rs.1,251.15 crores in the previous year.

Operations and Business Performance

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

Corporate Governance

Corporate Governance refers to a set of systems, procedures and practices which ensure that the company is managed in the best interest of all corporate stakeholders i.e. shareholders, employees, suppliers, customers and society in general. Fundamentals of Corporate Governance includes transparency, accountability and independence.

Dabur views Corporate Governance more as a way of business life than a mere legal obligation. The Company has adopted various practices of governance confirming to highest ethical and responsible standard of business, globally benchmarked. Strong and effective implementation of governance practices in the Company have been rewarded in terms of improved share valuations, stakeholder''s confidence, market capitalization, high credit ratings and bagging of various awards, etc. These have helped Dabur to pay uninterrupted dividends to its shareholders. During the FY 2016-17, the Company was awarded by the Institute of Company Secretaries of India (ICSI), a National award for excellence in Corporate Governance, certifying Dabur India Ltd., as one of the "Best Governed Companies" of India.

A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is attached as ''Annexure 1'' and forms part of this Report.

Business Responsibility Report

At Dabur, fulfillment of environmental, social and governance responsibility is an integral part of the way the Company conducts its business. A detailed information on the initiatives of the Company as enunciated in the ''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business, 2011'' is provided in the Business Responsibility Report, a copy of which will be available on the Company''s website www.dabur.com.

Business Responsibility Report as stipulated under Regulation 34 of the Listing Regulations is also available on the website of the Company at we blink http://dabur.com/in/en-us/investor/ investor-information/business-responsibility-report-as-per-sebi-listing-regulations.Any member interested in obtaining a physical copy of the same may write to the 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 of AAA (stable) which has been reaffirmed by CRISIL. The highest credit rating of AAA awarded by CRISIL reflects the highest degree of safety regarding timely servicing of financial obligations. Further CRISIL has reaffirmed the rating of NCD programme of the Company as AAA (stable). The rating indicates highest degree of safety regarding timely servicing of financial obligation. The rated instrument carries lowest credit risk. The Company''s short term 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 financial obligation. The rated instrument carries lowest credit risk and the outlook on the rating is stable.

Directors

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr Mohit Burman (DIN 00021963) and Mr. Amit Burman (DIN: 00042050), Directors will retire by rotation at the ensuing AGM, and being eligible, offer themselves for re-appointment in accordance with provisions of the Companies Act, 2013.

Pursuant to the provisions of Sections 196,197, 198 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013, Mr. P.D. Narang (DIN 00021581), whose term as a Whole Time Director of the company shall expire on 31.03.2018, is proposed to be re-appointed as a Whole Time Director of the Company for a period of 5 (five) years with effect from 01.04.2018 to 31.03.2023, not subject to retirement by rotation, on the terms and conditions including remuneration as set out in the explanatory statement annexed to the Notice convening the ensuing AGM.

A brief resume of the Directors proposed to be re-appointed, the nature of their expertise in specific functional areas, names of companies in which they have held Directorships, committee memberships/ chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM.

The Directors recommend their re-appointment at the ensuing AGM.

None of the Directors of the Company have resigned as Director of the Company.

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

Key Managerial Personnel

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

Mr. P D Narang, Whole Time Director

Mr. Sunil Duggal, Chief Executive Officer and Whole Time Director

Mr. Lalit Malik, Chief Financial Officer

Mr. Ashok Kumar Jain, V P (Finance) and Company Secretary

During the year there was no change (appointment or cessation) in the office of KMP.

Policy on Directors'' appointment and Policy on remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the Policy on remuneration of Directors, KMP and other employees is attached as ''Annexure 2 & 3'' respectively to this Report.

Particulars of remuneration of Directors/ KMP/ Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ''Annexure 4A'' to this Report. Further, in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing 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, 1,37,031 options in 3 tranches were granted to eligible employees of the Company in terms of Employees Stock Option Plan (Dabur ESOP 2000). During the year, 23,79,340 options were exercised by the employees after vesting. Accordingly, the Company has made the allotment of 17,50,000 equity shares on

April 15, 2016 6,01,800 equity shares on May 27, 2016 and 27,540 equity shares on August 23, 2016 against the options exercised by the employees. Post the closure of financial year 2016-17, the Nomination and Remuneration Committee of the Board of Directors of the company in its meeting held on April 21st 2017 has cancelled 21,17,161 stock options granted to the employees of the company and its subsidiaries relevant to the Financial year 2016-17.

During the financial year 2016-17, there has been no change in the Employees Stock Option Plan (Dabur ESOP 2000) of the Company. Further, it is confirmed that the ESOP Scheme 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 Based Employee Benefits) Regulations, 2014 with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.dabur.com and weblink for the same is http://www.dabur.com/in/en-us/investor/ investor-information/esops

Number of Meetings of the Board

During the Financial Year 2016-17, 5 (five) number of Board Meetings were held. For details thereof kindly refer to the Section ''Board of Directors- Number of Board Meetings, 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 Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2016

17 in accordance with the framework. The details of evaluation process of the Board, its Committees and individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

Directors'' Responsibility Statement

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

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

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

c) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) That they had laid down internal financial controls to be followed by the company and 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 all applicable 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, the tenure of current auditors - M/s G. Basu & Co., Chartered Accountants, shall come to an end at the conclusion of forthcoming AGM. Accordingly, M/s. Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration No. 001076N/ N500013) have been recommended by the Audit Committee and by the Board to be appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the ensuing 42nd Annual General Meeting until the conclusion of 47th Annual General Meeting of the Company to be held in the calendar year 2022, subject to annual ratification by members at every Annual General Meeting, on such remuneration as may be decided by the Audit Committee of the Board. They being eligible have consented and offered themselves for appointment as statutory auditors for conducting audit of accounts for five consecutive financial years starting from 2017-18.

Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate dated January 30, 2017 from the Auditors to the effect, inter-alia, that their appointment, if made, would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such appointment under the provisions of applicable laws and also that the list of proceedings against them or any of their partners pending with respect to professional matter of conduct, as disclosed in the certificate, is true and correct.

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

Report of Statutory Auditors

The current Statutory Auditors- M/s G. Basu & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2016-17, which forms part of the Annual Report 2016-17. Observations of Auditors in para 10 of CARO report, when read with corresponding reference in note no. 57 of financial statements would be found self explanatory. There are no other observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports that may call for any explanation from the Directors.

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

Cost Auditors and their Report

As per Section 148 of the Companies Act, 2013 read with Rules framed thereunder, M/s Ramanath Iyer & Company, Cost Accountants, (Firm''s Membership No. 000019) were re-appointed as Cost Auditors for the financial year 2016-17 and 2017-18 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members 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 Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment within the meaning of the said Act.

The Cost Audit Report for the financial year 2015-16, issued by M/s Ramanath Iyer & Company, Cost Auditors, in respect of the various products prescribed under Cost Audit Rules was filed with the Ministry of Corporate Affairs on 25th August, 2016.

Secretarial Auditors and their Report

M/s Chandrasekaran Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2016-17 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as ''Annexure 5'' to this Report.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2016-17 which call for any explanation from the Board of Directors.

M/S Chandrasekaran Associates, Company Secretaries have been re-appointed to conduct the Secretarial Audit of the Company for the financial year 2017-18. They have confirmed that they are eligible for the said appointment.

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

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made there under.

Internal Financial Control System

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

The Company has a well placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company''s IFC system also comprises due compliances with Company''s policies and Standard Operating Procedures (SOP''s) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from Price Waterhouse & Co., Bangalore LLP, the Internal Auditors and various transaction auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board. During the year the Internal auditors were engaged for providing assistance in improvising IFC framework (including preparation of Risk & Control Matrices for various processes) and deployment of Self Assessment Tool.

To further strengthen the internal control process, the Company has developed a very comprehensive legal compliance system called ''e-nforce'', which drills down from the CEO to the executive level person who is responsible for compliance. This process is fully automated and generate alerts for proper and timely compliance.

Adequacy of Internal Financial Controls with reference to the financial statements

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of 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 all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

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

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

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

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

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

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

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

- The Company has a comprehensive risk management 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 the performance 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 heads discuss their business issues and future plans in monthly review meetings. They review their achievements vs. budgets in quarterly review meetings. Specialized issues like investments, property, FOREX are discussed in their respective internal committee meetings.

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

- Compliance relating to cost records of the company is ensured by way of cost audit.

- The Internal auditors were engaged for providing assistance in improvising IFC framework (including preparation of Risk & Control Matrices for various processes) and deployment of Self Assessment Tool. After close of the financial year the internal auditors have issued their report apprising the company of certain gaps in design/ operating effectiveness of controls, for which 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 are reviewed by the Board periodically. The Risk Management Committee of the Board is responsible for preparation of Risk Management Plan, reviewing and monitoring the same on regular basis, identifying and reviewing critical risks on regular basis, updating the Risk Register on quarterly basis, reporting of key changes in critical risks to the Board on an ongoing basis, reporting of critical risks to Audit Committee in detail on yearly basis and such other functions as may be prescribed by the Board.

The Committee holds quarterly meetings to review the critical risks identified. The risks faced by the Company, their impact and their minimization procedures are assessed categorically under the broad heads of High, Medium and Low risks. The non-critical risks faced by the company and their mitigation are also reviewed by the committee on a quarterly basis. The Risk Register of the Company is also audited by internal auditors of the Company.

Further the risks control systems are instituted to ensure that the risks in each business process are mitigated. The two joint Chief Risk Officers (CROs) are responsible for the overall risk governance in the Company and reports directly to the Management Committee (MANCOM), which consists of various functional heads. The Board provides oversight and reviews the Risk Management policy on a quarterly basis. The Board is responsible for framing, implementing and monitoring the Risk Management Plan of the Company. During the year, Price Waterhouse & Co., Bangalore LLP, Internal Auditors, have been engaged for preparing Risk & Control Matrices for various processes as a part of Internal financial control framework.

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

Nature of business

There has been no change in the nature of business of the Company. However, updates regarding new projects undertaken by the Company and its subsidiary companies are as under:

During the year the Company has set up a new manufacturing unit at Tezpur, Assam. Commercial production at the said unit had commenced on 16th March, 2017. Further, the Company has launched a range of aerated fruit beverage - ''Real VOLO'' for the domestic market.

Dabur Pars, a step down wholly owned subsidiary was incorporated in Iran during the FY 2016-17 for the business of cosmetic products in Iran. The Company has started its operations and first sale was registered in February, 2017.

Dabur South Africa (PTY) Limited, a step down wholly owned subsidiary was acquired during the FY 2016-17 for manufacturing and trading of cosmetic products in South Africa. During the year the Company has bought over certain assets of CTL group of Companies as a going concern.

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

Subsidiaries

During the year ''Dabur Pars'', incorporated in Iran by our existing wholly owned subsidiaries- Dabur International Limited and Dabur (UK) Limited, have become our step down wholly owned subsidiary company w.e.f. 31.5.2016.

Dabur South Africa (PTY) Limited [previously- Discaria Trading (Pty) Ltd.] was acquired by our existing wholly owned subsidiary-Dabur International Limited and have become our step down wholly owned subsidiary company w.e.f. 14.7.2016.

Namaste Cosmeticos Ltda., in Brazil had ceased to be our step down subsidiary company w.e.f. 30.4.2016.

Pursuant to Section 129 (3) of the Companies Act, 2013 and Ind -AS 110 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries.

Further, a separate statement containing the salient features of the financial statements of subsidiaries of the company in the prescribed form AOC-1 has been disclosed in the Consolidated Financial Statements.

In terms of provisions of Section 136 of the Companies Act, 2013, separate audited accounts of the subsidiary companies shall be available on its website at www.dabur.com. The Company will make available physical copies of these documents upon request 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 the Company during business hours up to the date of ensuing AGM.

Report on the highlights of performance of Subsidiaries, Associates and Joint Venture Companies 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, associates and joint venture companies and their contribution to the overall performance of the Company is attached as ''Annexure 6'' to this Report.

Information with respect to financial position of the above entities can be referred in form 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) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ''Annexure 7'' to this Report.

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 Act, 2013. As per the policy the CSR activities are focused not just around the plants and offices of the Company, but also in other geographies based on the needs of the communities. The four focus areas where special Community Development programmes are run are:

1. Eradicating hunger, poverty and malnutrition.

2. Promoting Health care including preventive health care.

3. Ensuring environmental sustainability.

4. Employment and livelihood enhancing vocational skills and projects.

The annual report on CSR activities is furnished in ''Annexure 9'' which is attached to this Report. Apart from this the Company also releases a detailed Business Responsibility Report which shall be available on its website www.dabur.com.

Change in Capital Structure and Listing of Shares

The Company''s equity shares are listed on the National Stock Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE) and Metropolitan Stock Exchange of India Limited (MSEI). The shares are actively traded on NSE and BSE and have not been suspended from trading.

In the year under review following shares were allotted and admitted for trading in NSE, BSE and MSEI.

- Equity shares allotted against the options exercised by employees pursuant to Employees Stock Option Scheme of the Company are:

- 17,50,000 equity shares allotted on April 15, 2016.

- 6,01,800 equity shares allotted on May 27, 2016.

- 27,540 equity shares allotted on August 23, 2016.

Extract of Annual Return

The extract of Annual Return as on March 31, 2017 in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached as ''Annexure 10'' to this Report.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Particulars of loans, guarantees and investments under Section 186 of the Act as at the end of the Financial Year 2016-1 7 are provided in the standalone financial statements (refer Note No. 29).

Contracts or arrangements with related parties under Section 188(1) of the Companies Act, 2013

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

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered ''material'' (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in form AOC-2.

However, you may refer to Related Party transactions in Note No.49 of the Standalone Financial Statements.

Disclosure on Audit Committee

The Audit Committee as on March 31, 2017 comprises of the following Independent Directors:

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 of the Board - Audit Committee'', in the Corporate Governance Report, which forms part of this Report.

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 deposits in terms of Chapter V of the Companies Act, 2013 and Rules framed there under.

Disclosure on Vigil Mechanism

The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct without fear of reprisal. The Company has set up a Direct Touch initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit committee, and also to a three-member direct touch team established for this purpose. The direct touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy. Further information on the subject can be referred to in Section ''Disclosures'' - Whistle-Blower Policy / Vigil Mechanism of the Corporate Governance Report.

You may refer to note no. 57 of the standalone financial statements regarding compliant received under Whistle Blower Mechanism of the Company.

Dividend Distribution Policy

To bring transparency in the matter of declaration of dividend and protect the interests of investors, Dabur had in place a Dividend Policy since long. However, after incorporation of Regulation 43A of the Listing Regulations, the existing Policy was revised during the year in line with the Listing Regulations and the Companies Act, 2013 which is attached as ''Annexure 11'' to this Report. The Policy has also been displayed on the Company''s website, www. dabur.com.

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 between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At Dabur, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Dabur. The Direct Touch (Whistle-Blower & Protection Policy) Policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The Policy also includes misconduct with respect to discrimination or sexual harassment.

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

An Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment.

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

- No. of complaints received: Nil

- No. of complaints disposed off: NA

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

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company''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 of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

Industrial Relations

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

Acknowledgements

Your Directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

For and on behalf of the Board

DR. ANAND C BURMAN

Place: New Delhi Chairman

Date: May 1, 2017 DIN: 00056216


Mar 31, 2015

The Members,

The Directors have pleasure in presenting the 40th Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended March 31,2015.

Financial Results

Financial results are presented in the table below: (Rs. in crores)

Particulars Consolidated Standalone 2014-15 2013-14 2014-15 2013-14

Revenue from Operations 7985.25 7203.37 5569.13 4979.74 (including other Income)

Less Expenses :

Cost of goods sold 3720.07 3400.03 2826.09 2562.63

Employee benefits expenses 689.56 607.67 392.99 343.93

Finance cost 40.12 54.15 9.89 19.35

Depreciation 114.98 97.49 65.97 53.89

Other Expenses 2101.16 1907.78 1273.70 1137.89

Total Expenses 6665.89 6067.12 4568.64 4117.69

Profit before exceptional and 1319.36 1136.25 1000.49 862.05 extraordinary items and tax

Exceptional items 0.00 0.00 -23.96 0.00

Profit before extraordinary 1319.36 1136.25 976.53 862.05 items and tax

Extraordinary items 0.00 -0.72 0.00 -0.72

Profit before tax 1319.36 1135.53 976.53 861.33

Tax expense 250.89 219.08 213.95 189.23

Profit for the year from 1068.47 916.45 762.58 672.10 continuing operations

Minority interest 2.64 2.53 0.00 0.00

Profit after minority interest 1065.83 913.92 762.58 672.10

The Company proposes to transfer an amount of Rs.80.00 crores (Previous year Rs.70.00 crores) to general reserves.

Dividend

The Company has paid an interim dividend of 125% (Rs.1.25 per share of Re.1/-each) on September 25, 2014. We are pleased to recommend a final dividend of 75% (Re.0.75 per share of Re.1/- each) for the financial year 2014-15. The final dividend, if approved by the members, will be paid to members within the period stipulated by the applicable Companies Act. The aggregate dividend for the year will amount to 200% (Rs.2 per share of Re.1/- each) as against 175% (Rs.1.75 per share of Re.1/- each) declared last year. The dividend payout ratio for the current year, inclusive of corporate tax on dividend distribution, is at 54.67%.

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, interim dividend (II) for the financial year 2006-07 amounting to Rs.2341419/- and interim dividend for the year 2007-08 amounting to Rs. 5329027/- which remained unpaid or unclaimed for a period of 7 years, has been transferred by the Company to the Investors Education and Protection Fund (IEPF) of the Central Government. Further, final dividend for the year 2006-07 pertaining to erstwhile Femcare Pharma Limited (FEM), now merged with the Company, which remained unpaid or unclaimed for a period of 7 years, amounting to Rs.192094/- has also been transferred by the Company to IEPF. The due dates for transfer of unpaid dividend to IEPF for subsequent years is given in the Corporate Governance Report. The list of unpaid dividend upto the financial year 2013-14 is available on Company''s website www.dabur.com. Shareholders are requested to check the said list and if any dividend due to them remains unpaid in the unpaid list (apart from the above mentioned unpaid dividend already transferred to IEPF), can approach the Company for release of the unpaid dividend.

Abridged Financial Statements

In accordance with the listing agreement with Stock Exchanges and Section 136 of the Companies Act, 2013 read with Rule 10 of the Companies (Accounts) Rules, 2014 of the said Act, the Abridged Annual Report containing salient features of the Financial Statements, including Consolidated Financial Statements, for the financial year 2014-15, along with statement containing salient features of the Directors'' Report (including Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders who have not registered their email address(es) for the purpose of receiving documents/ communication from the Company in electronic mode.

Full version of the Annual Report 2014-15 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including Consolidated Financial Statements, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors''Report (including Management Discussion and Analysis, Corporate Governance Report and Business Responsibility Report) are being sent via email to all shareholders who have provided their email address(es).

Full version of Annual Report 2014-15 is also available for inspection at the registered office of the Company during working hours upto the date of ensuing Annual General Meeting (AGM). It is also available at the Company''s website at www. dabur.com.

Please note that you will be entitled to be furnished, free of cost, the full Annual Report 2014-15, upon receipt of written request from you, as a member of the Company.

Operations and Business Performance

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

Corporate Governance

Corporate Governance is the system by which corporate entities are directed and controlled. It provides the structure through which the company''s objectives are set and provides the means of attaining those objectives and monitoring performance. It is the application of best management practices, compliance of law, adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for the sustainable development of all stakeholders. Dabur beholds Corporate Governance measures as an integral part of business strategy which adds considerable internal and external values and contributes to the business growth in ethical perspective. Besides complying with the prescribed Corporate Governance practices as per Clause 49 of the Listing Agreement in terms of revised dispensation, the Company has voluntarily adopted various practices of governance confirming to highest ethical and responsible standard of business, globally benchmarked. Strong governance practices of the Company have been rewarded in terms of improved share valuations, stakeholder''s confidence, improved market capitalization, high credit ratings and bagging of various awards for brands, stocks, environmental protection, etc. These have helped Dabur to pay uninterrupted dividends to its shareholders.

During the FY 2014-15, the Institute of Company Secretaries of India (ICSI), in its ceremony for National award for excellence in Corporate Governance, certified Dabur India Ltd., as one of the Best Governed Companies of India.

A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached as ''Annexure 1'' and forms part of this report.

Certificate of the CEO/CFO, inter-alia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is attached in the Corporate Governance Report and forms part of this Report.

Business Responsibility Report

At Dabur, fulfilment of Environmental, Social and Governance Responsibility is an integral part of the way the Company

conducts its business. A detailed information on the initiatives of the Company as enunciated in the ''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business, 2011'' is provided in the Business Responsibility Report, a copy of which will be available on the Company''s website www.dabur.com.

For Business Responsibility Report as stipulated under Clause 55 of the Listing Agreement with the Stock Exchanges, kindly refer to Business Responsibility Report section which forms part of the Annual Report.

Credit Rating

During the year under review the Company has sustained its long term credit rating of AAA (stable) which has been reaffirmed by CRISIL. The highest credit rating of AAA awarded by CRISIL reflects the highest degree of safety regarding timely servicing of financial obligations. Further CRISIL has reaffirmed the rating of NCD programme of the Company as AAA (stable). The rating indicates highest degree of safety regarding timely servicing of financial obligation. The rated instrument carries lowest credit risk. The Company''s short term credit rated as A1 by CRISIL, has also been reaffirmed. This rating 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 financial obligation. The rated instrument carries lowest credit risk and the outlook on the rating is stable.

Directors

During the year, w.e.f. September 8, 2014, Mr. Albert Wiseman Paterson had resigned from the position of Non-Executive Independent Director owing to increased international nature of his role with another entity due to which he was finding it difficult to effectively discharge his duties as an Independent Director required as per the Corporate Governance standards.

Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Amit Burman and Mr. Saket Burman, Directors will retire by rotation at the ensuing AGM, and being eligible, offer themselves for re-appointment in accordance with the provisions of the Companies Act, 2013.

Pursuant to Section 149(1) of the Companies Act, 2013 the Board of Directors of the Company had on 28th July, 2014 appointed a Women Director Mrs. Falguni Sanjay Nayar as Additional Director in the category of Non-Executive Independent Director. Mrs. Nayar shall hold office upto the date of the ensuing AGM of the Company and, being eligible, offer herself for re-appointment. The Company has also received a notice in writing from a member proposing her candidature for the office of Director along with a deposit of Rupees one lakh.

The Board of Directors in their meeting held on 5th May, 2015 has recommended to re-appoint Mrs. Falguni Sanjay Nayar as Non-Executive Independent Director within the meaning of Section 149 and 152 of the Companies Act, 2013 read with Schedule IV attached thereto and Rules made there under, not subject to retirement by rotation, for a term of 5 (five) consecutive years commencing from the date of her appointment as an Additional Director in the Company i.e. 28th July, 2014 upto the conclusion of AGM of the Company to be held in the calendar year 2019 or 27th July, 2019 whichever is earlier.

The brief resume of the Directors being appointed/ re- appointed, the nature of their expertise in specific functional areas, names of companies in which they have held Directorships, Committee Memberships/ Chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM.

The Directors recommend their appointment/re-appointment at the ensuing AGM.

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).

Key Managerial Personnel

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

Mr. P D Narang: Whole Time Director

Mr. Sunil Duggal: Chief Executive officer and Whole Time

Director

Mr. Lalit Malik: Chief Financial Officer

Mr. Ashok Kumar Jain: V P (Finance) and Company Secretary

During the year there was no change (appointment or cessation) in the office of any KMP.

Policy on Directors appointment and Policy on remuneration

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as ''Annexure 2 & 3'' respectively, which forms part of this report.

Particulars of remuneration of Directors/ KMP/ Employees

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as ''Annexure 4A'' which forms part of this report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ''Annexure 4B'' which forms part of this report.

Employees Stock Option Plan

During the year, 11163200 options in 3 tranches were granted to eligible employees of the Company in terms of Employees Stock Option Plan (Dabur ESOP 2000). During the year, 12698917 options were exercised by the employees after vesting. Accordingly, the Company has made the allotment of 12435710 equity shares on May 30, 2014, 112531 equity shares on August 12, 2014 and 150676 equity shares on November 20, 2014 against the options exercised by the employees.

The applicable disclosures as stipulated under the SEBI Regulations as on March 31, 2015 with regard to Employees Stock Option Plan are provided in ''Annexure 5'' to this report.

Number of Meetings of the Board

During the Financial Year 2014-15, 5 (five) number of Board meetings were held. For details thereof kindly refer to the section ''Board of Directors- Number of Board Meetings'', 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 Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board''s focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of Individual Director''s performance, the questionnaire covers various aspects like his/ her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

Board members had submitted their response on a scale of 5 (excellent) - 1 (poor) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non- Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director''s performance.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

The Directors expressed their satisfaction with the evaluation process.

Directors'' Responsibility Statement

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

a. That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same;

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

c. That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e. That they had laid down internal financial controls to be followed by the Company and 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 all applicable laws and that such systems were adequate and operating effectively.

Statutory Auditors and their Report

M/s G. Basu & Co., Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing AGM and being eligible have consented and offered themselves for re-appointment as Statutory Auditors for the financial year 2015-16. Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate dated April 3, 2015 from the Auditors to the effect, inter-alia, that their re-appointment, if made, would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such re-appointment under the provisions of applicable laws and also that there is no proceeding against them or any of their partners pending with respect to professional matter of conduct.

The Auditors have vide their letter dated April 22, 2015 also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor''s Report are self-explanatory.

Cost Auditors and their Report

M/s Ramanath Iyer & Company, Cost Accountants, were re- appointed as Cost Auditors for the financial year 2014-15 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

Full particulars of the Cost Auditors are as under:

M/s Ramanath Iyer & Company

808, Pearls Business Park, Netaji Subash Place, Pitampura, New Delhi - 110088. Tel. No. : 011-45655448; Email ID: Info@ ramanathiver.com. (Firm''s Membership No. 000019)

The Cost Audit Report for the financial year 2013-14, issued by M/s Ramanath Iyer & Company, Cost Auditors, in respect of the various products prescribed under Cost Audit Rules was filed with the Ministry of Corporate Affairs (MCA) on September 17, 2014. The due date for filing the said Report with MCA was September 27, 2014.

The Cost Audit Report for the financial year 2014-15, in respect of the various products prescribed under relevant Cost Audit Rules shall be filed as per the requirements of applicable laws.

Secretarial Auditors and their Report

M/s Chandrasekaran Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2014-15 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as ''Annexure 6'' and forms part of this report.

There are no qualifications or observations or other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2014-15 which call for any explanation from the Board of Directors.

Consolidated Financial Statements

In compliance with the applicable provisions of Companies Act, 2013 including the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2014- 15. Consolidated Turnover grew by 10.85% to Rs.7985.25 crores as compared to Rs.7203.37 crores in the previous year. Net Profit after Tax and after Minority Interest for the year at Rs.1065.83 crores is higher by Rs.151.91 crores as compared to Rs. 913.92 crores in the previous year.

Internal Financial Control System

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

The Company has a well placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company''s internal financial control system also comprises due compliances with Company''s policies and Standard Operating Procedures (SOPs) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from Price Waterhouse Coopers Private Limited/ Price Waterhouse & Co., LLP, the Internal Auditors and various transaction auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

To further strengthen the internal control process, the Company has developed a very comprehensive legal compliance manual called ''e-nforce'' which drills down from the CEO to the executive level person who is responsible for compliance. This process is fully automated and generate alerts for proper and timely compliance.

Adequacy of Internal Financial Controls with reference to the financial statements

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of 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 all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

All legal and statutory compliances are ensured on a monthly basis for all locations in India through a fully automated tool called "e-nforce" Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

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

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

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

- Tier-2: Transaction audits are conducted regularly in India and abroad to ensure accuracy of financial reporting, safeguard and protection of all the assets. Stock audit is conducted on quarterly basis at all locations in India. Fixed Asset verification of assets in India is done on an annual basis including AS-28 testing at all locations.

- The audit reports for the above audits are compiled and submitted to Management Committee and audit Committee for review and necessary action.

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

The Company has a comprehensive risk management framework.

Dabur 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 the performance and take corrective action, wherever required.

Dabur has in place a well-defined Whistle Blower Policy/ Vigil Mechanism.

Dabur has a system of Internal Business Reviews. All departmental heads discuss their business issues and future plans in monthly review meetings. They review their achievements in quarterly review meetings. Specialized issues like investments, property, FOREX are discussed in their respective Internal Committee meetings.

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

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

Development and implementation of Risk Management

Dabur has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. During the year, as per the requirements of Listing Agreement with the Stock Exchanges, a Risk Management Committee was constituted by the Board of Directors on July 9, 2014 with responsibility of preparation of Risk Management Plan, reviewing and monitoring the same on regular basis, to identify and review critical risks on regular basis, to update Risk Register on quarterly basis, to report key changes in critical risks to the Board on an ongoing basis, to report critical risks to Audit Committee in detail on yearly basis and such other functions as may be prescribed by the Board.

The Committee holds quarterly meetings to review the critical risks identified. The risks faced by the Company and their minimization procedures are assessed categorically under the broad heads of High, Medium and Low risks. The Risk Register of the Company is also audited by Internal Auditors of the Company.

Further, the Company identifies risks, and control systems are instituted to ensure that the risks in each business process are mitigated. The two joint Chief Risk Officers (CROs) are responsible for the overall risk governance in the Company and reports directly to the Management Committee (MANCOM), which consists of various functional heads. The Board provides oversight and reviews the Risk Management Policy on a quarterly basis.

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

Nature of business

There has been no change in the nature of business of the Company. However, updates regarding new projects undertaken by the subsidiary companies are as under:

Naturelle LLC located at Ras al Khaimah (RAK), the manufactur- ing arm of Dabur International Ltd. enhanced its RAK plant''s capacity from 42,000 MT to 44,500 MT per annum. New manu- facturing and packing facilities were set up for Fem hair removal creams and Namaste products. In addition, new packing lines for creams and hair oils were installed and commissioned. The infrastructure expanded in RAK during the year by increasing warehouse space by 10,000 sq. m. and the second production facility has been made operational with production of Hair Oils, Hair Serums, Herbolene and Hair Removal Cream.

Further updates regarding operational performance and projects undertaken by the subsidiary companies can be referred in the report on performance and financial position of subsidiaries presented elsewhere in this report.

Subsidiaries

During the year a wholly owned step down subsidiary company- Dabur Egypt Trading Limited has ceased to be subsidiary company w.e.f. 29th May, 2014 owing to its liquidation on the said date.

Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard- 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries.

Further, a separate statement containing the salient features of the financial statements of subsidiaries of the Company in the prescribed form AOC-1 has been disclosed in the Consolidated Financial Statements.

In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separate audited accounts of the Subsidiary Companies on its website at www.dabur.com.

The Company will make available physical copies of these documents upon request 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 the Company during business hours up to the date of ensuing AGM.

Report on the performance and financial position of Subsidiaries, Associates and Joint Venture companies

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on performance and financial position of subsidiaries, associates and joint venture companies included in the consolidated Financial Statements is attached as ''Annexure 7'' which forms part of this report.

Information in this respect can also be referred in form 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) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ''Annexure 8'' which forms part of this report.

Environmental, Health and Safety (EHS) Review

Details with respect to Environmental, Health and Safety (EHS) review are attached as ''Annexure 9'' which forms part of 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 Act, 2013. As per the policy the CSR activities are focused not just around the plants and offices of the Company, but also in other geographies based on the needs of the communities. The four focus areas where special Community Development programmes are run are:

1. Eradicating hunger, poverty and malnutrition;

2. Promoting Health care including preventive health care;

3. Ensuring environmental sustainability;

4. Employment and livelihood enhancing vocational skills and projects.

The annual report on CSR activities is furnished in ''Annexure 10'' which forms part of this report. Apart from this the Company also releases a detailed Business Responsibility Report which shall be available on its website www.dabur.com.

Change in Capital Structure and Listing of Shares

The Company''s shares are listed on the National Stock Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE) and Metropolitan Stock Exchange of India Limited (mSXI) (Formerly known as MCX Stock Exchange Ltd.) and are actively traded.

In the year under review following shares were allotted and admitted for trading in NSE, BSE and mSXI.

Equity shares allotted against the options exercised by employees pursuant to Employees Stock Option Scheme of the Company are:

- 12435710 equity shares allotted on May 30, 2014.

- 112531 equity shares allotted on August 12, 2014.

- 150676 equity shares allotted on November 20, 2014.

After the close of the financial year 2014-15, 308180 equity shares have been allotted on April 10, 2014 against options exercised by employees pursuant to Employees Stock Option Scheme of the Company.

Extract of Annual Return

The extract of Annual Return as on March 31, 2015 in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as ''Annexure 11'' and forms part of this Report.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments under Section 186 of the Act as at end of the Financial Year 2014-15 are attached as ''Annexure 12'' which forms part of this report.

Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013

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

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered ''material'' according to the policy of the Company on Materiality of Related Party Transactions.

Your attention is drawn to the Related Party disclosures set out in Note no. 51 of the Standalone Financial Statements.

Disclosure on Audit Committee

The Audit Committee as on March 31, 2015 comprises of the following Independent Directors:

Mr. P N Vijay (Chairman), Mr. R C Bhargava, Dr. S. Narayan, Dr. Ajay Dua and Mr. S K Bhattacharyya as members.

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

Disclosure on Vigil Mechanism

The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct without fear of reprisal. The Company has set up a Direct Touch initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit Committee, and also to a three-member direct touch team established for this purpose. The direct touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy. Further information on the subject can be referred to in section ''Disclosures'' - Whistle-Blower Policy / Vigil Mechanism of the Corporate Governance Report.

Disclosure on Deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the Financial Year 2014-15 in terms of Chapter V of the Companies Act, 2013.

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

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

Industrial Relations

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of Employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

Acknowledgements

Your Directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

For and on behalf of the Board

(DR. ANAND C BURMAN)

Place: Jebel Ali - UAE Chairman Date: May 5, 2015 DIN: 00056216


Mar 31, 2013

To, The Members

The Directors have pleasure in presenting the 38th Annual Report on the business and operations of the Company, together with the Audited Accounts for the financial year ended March 31, 2013.

FINANCIAL RESULTS

Financial results are presented in Table below :

(Rs. in crore)

2012-13 2011-12

Turnover (including other income) 4,436.28 3,812.68

Profits before Tax 749.67 587.03

Less : Tax Expenses 158.69 123.79

Profit after Tax 590.98 463.24

Add: Balance in Profit & Loss Account 864.11 714.22 brought forward from the previous year

Sub Total 1,455.09 1,177.46

Less: Appropriation to General Reserve 60.00 50.00

Capital Reserve 0.00 0.14

Interim Dividend - Paid 113.29 95.81

Final Dividend - Proposed 148.15 130.66

Corporate tax on Dividend 43.56 36.74

Dividend adjustment of earlier years 0.05 0.00

Dividend tax adjustment of earlier years 0.01 0.00

Balance in Surplus Account 1,090.02 864.11

DIVIDEND

The Company has paid an interim dividend of 65% (Rs. 0.65 per share of Rupee one each) on November 7, 2012. We are pleased to recommend a final dividend of 85% (Rs. 0.85 per share of Rupee one each) for the financial year 2012-13. The final dividend, if approved by the members, will be paid to members within the period stipulated by the Companies Act, 1956. The aggregate dividend for the year will amount to 150% (Rs.1.50 per share of Rupee one each) as against 130% (Rs.1.30 per share of Rupee one each) declared last year. The dividend payout ratio for the current year, inclusive of corporate tax on dividend distribution, is at 51.61%.

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, final dividend for the year 2004-05 and interim dividend for the year 2005-06 which remained unpaid or unclaimed for a period of 7 years, amounting to Rs.1,3,00,752/- and Rs.1,3,50,524/- respectively has been transferred by the Company to the Investors'' Education and Protection Fund (IEPF). Further final dividend for the year 2004-05 pertaining to erstwhile Femcare Pharma Limited (FEM), now merged with the Company, which remained unpaid or unclaimed for a period of 7 years, amounting Rs.1,07,744/- has also been transferred by the Company to IEPF. The due dates for transfer of unpaid dividend to IEPF for subsequent years is given in Table 11 under the Corporate Governance Report. The list of unpaid dividend is available on Company''s website www.dabur.com. Shareholders are requested to check the said list and if any dividend due to them remains unpaid in the unpaid list, can approach the company for release of the unpaid dividend.

ABRIDGED FINANCIAL STATEMENTS

In accordance with the SEBI Circular No. CIR/CFD/DIL/7/2011 dated 5th October 2011, the Abridged Annual Report containing salient features of the Balance Sheet and Profit & Loss Account for the Financial Year 2012-13, as prescribed in section 219(1)(b) (iv) of the Companies Act, 1956 is being sent to all shareholders who have not registered their email address(es) for the purpose of receiving documents/ communication from the company in electronic mode.

Full version of the Annual Report 2012-13 containing complete Balance sheet, Statement of Profit & Loss Account, other statements and notes thereto prepared as per the requirements of Schedule VI to the Companies Act, 1956, Directors Report (including Management Discussion and Analysis, Corporate Governance Report and Business Responsibility Report) are being sent via email to all shareholders who have provided their email address(es) and are also available at the Company''s website at www.dabur.com. Please note that you will be entitled to be furnished, free of cost, the full Annual Report 2012-13, upon receipt of written request from you, as a member of the Company.

OPERATIONS AND BUSINESS PERFORMANCE

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

CORPORATE GOVERNANCE

Dabur today is truely becoming a global organization and hence has a strong belief that the corporate governance standards must also be globally benchmarked. Besides adhering to the prescribed corporate governance practices as per Clause 49 of the Listing Agreement, it voluntarily governs itself as per highest standards of ethical and responsible conduct of business in line with local and global standards. Strong Governance practices by the Company have boosted the level of stakeholder''s confidence testified by improved market capitalization, high credit ratings and various awards bagged by the Company for its brands, stocks, environmental impact, etc. In recognition of excellence in Corporate Governance, Dabur India limited has been awarded the prestigious ''Golden Peacock award for excellence in Corporate Governance'' for the year 2012 in the FMCG Sector.

A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached as ''Annexure 1'' and forms part of this report.

Certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is attached in the Corporate Governance Report and forms part of this Report.

BUSINESS RESPONSIBILITY REPORT

At Dabur, fulfilment of environmental, social and governance responsibility is an integral part of the way the Company conducts its business. A detailed information on the initiatives of the Company as enunciated in the''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business, 2011'' is provided in the Business Responsibility Report, a copy of which will be available on the Company''s website at www.dabur.com.

Further, for Business Responsibility Report as stipulated under Clause 55 of the Listing Agreement with the Stock Exchanges, kindly refer to Business Responsibility Report section which forms part of the Annual Report.

CREDIT RATING

During the year under review the Company has sustained its long term credit rating of AAA. The highest credit rating of AAA awarded by CRISIL reflects the Company''s financial discipline and prudence. The Company''s short term credit rated as A1 by CRISIL, has also been reaffirmed. This being the highest rating indicates a very strong degree of safety with regard to timely payment of interest & principal.

Further ICRA has reaffirmed the rating of NCD programme of the Company as AAA (stable). The rating indicates highest credit quality. The rated instrument carries lowest credit risk and the outlook on the rating is stable.

DIRECTORS

During the year, Mr Analjit Singh, Independent Director had resigned from the Board on 16.07.2012 and Mr. Sanjay Kumar Bhattacharyya was appointed as additional Non Executive Independent Director on 23.07.2012. Mr Bhattacharyya shall hold office upto the date of the ensuing Annual General Meeting of the Company and, being eligible, offer himself for reappointment.

In terms of Article 103 and 104 of the Articles of Association of the Company, Dr Anand Burman, Mr P D Narang, Dr Ajay Dua and Mr R C Bhargava will retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment in terms of the provisions of Article 106 of the Articles of Association of the Company.

The brief resumes of the Directors who are to be appointed/ re-appointed, the nature of their expertise in specific functional areas, names of companies in which they have held directorships, committee memberships/ chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Your Directors recommend their appointment/ re-appointment at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors confirm:

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

ii) That they had selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give true and fair view of the state of affairs of the Company at the end of the financial year, and of the profit of the Company for that period except to the extent mentioned in notes to accounts;

iii) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That they had prepared the annual accounts on a going concern basis.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

The Company''s shares are listed on the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE) and are actively traded. Application for listing on MCX Stock Exchange Limited (MCX) has been filed by the company. In the year under review, following shares were allotted and admitted for trading in NSE and BSE :

Equity shares allotted against the options exercised by employees pursuant to Employees Stock Option Scheme of the Company:

- 677829 equity shares allotted on May 30, 2012.

- 142528 equity shares allotted on August 07, 2012.

- 13800 equity shares allotted on December 07, 2012.

AUDITORS AND THEIR REPORT

M/s G. Basu & Company, Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment as statutory auditors for the financial year 2013-14. The Company has received a letter dated April 1, 2013 from them to the effect that their re-appointment, if made, would be within the limit prescribed under section 224(1 B) of the Companies Act, 1956, and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956.

The Auditors have vide their letter dated April 22, 2013 also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the peer Review Board of the ICAI.

The observations of the Auditors, together with the notes to Accounts referred to in the Auditors'' Report, are self-explanatory and do not call for any further explanation from the Directors.

COST AUDITORS

M/s Ramanath Iyer & Company, Cost Accountants, were re-appointed as Cost Auditors for the financial year 2013- 14 to conduct cost audit of the accounts maintained by the Company, in respect of the various products prescribed under Cost Audit Rules, 2011. Full particulars of the Cost Auditor are as under: M/s Ramanath Iyer & Company 808, Pearls Business Park, Netaji Subash Place, Pitampura, New Delhi - 110088.

Telephone No: 011-45655448; Email ID - [email protected] (Firm''s Membership No. 000019)

The Cost Audit Report for the Financial year 2011-12, issued by M/s Ramanath Iyer & Company, Cost Auditors, in respect of the various products prescribed under Cost Audit Rules, 2011, was filed with the Ministry of Corporate Affairs (MCA) on December 28, 2012. The due date for filing the said Report with MCA was February 28, 2013.

The Cost Audit Report for the Financial year 2012-13, in respect of the various products prescribed under Cost Audit Rules, 2011, is due to be filed with MCA on or before September 27, 2013 (being within 180 days from the end of reporting year).

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2012-13. Consolidated Turnover grew by 16.93% to Rs. 6,270.62 crore as compared to Rs. 5,362.82 crore in the previous year. Similarly, Net Profit after Tax and after Minority Interest for the year at Rs. 763.42 crore is higher by Rs. 118.53 crore as compared to Rs. 644.89 crore in the previous year.

INTERNAL CONTROL SYSTEM

The Company has a well placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company''s internal control system comprises audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from PriceWaterhouseCoopers Private Limited, the Internal

Auditors and various transaction auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

To further strengthen the internal control process, the Company has developed a very comprehensive legal compliance manual called ''e-nforce'', which drills down from the CEO to the executive level person who is responsible for compliance. This process is fully automated and generate alerts for proper and timely compliance.

NATURE OF BUSINESS

There has been no change in the nature of business of the Company. However, updates regarding new projects undertaken by the subsidiary Companies is as under:

Dabur Egypt Limited (Egypt) has set up a new Green field project with an approximate cost of EGP 6.5 crores (INR 51.87 crores) to support the expansion of its existing line of products and launch of certain new products. Commercial production at the new project had commenced by the end of July, 2012. Dabur Lanka (Pvt.) Limited (Srilanka) is in the process of setting up a new project for manufacturing of fruit pulp based beverages mainly for export involving an approximate project cost of INR 84.84 crore. The project is nearing completion and the commercial production is scheduled to commence by May, 2013.

Asian Consumer care Pvt Ltd. (Bangladesh) is in the process of setting up a new green field project involving an approximate project cost of Tk 55 crore (INR 38.5 crores) for manufacturing Hair oil, Shampoo, Tooth paste, etc. The commercial production is scheduled to commence from July, 2013 tentatively.

SUBSIDIARIES

During the year Weikfield International (U.A.E.) Ltd has ceased to be the step down subsidiary of the Company. Further Namaste Cosmeticos Ltda have been newly incorporated as a step down subsidiary of the Company in Brazil.

After the close of the Financial Year, a new step down subsidiary of the Company namely -Dabur Consumer Care (Private) Limited has been incorporated on April 19, 2013, in Srilanka.

In terms of general approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copies of Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents and related detailed information upon request by any shareholder of the Company/ subsidiary interested in obtaining the same.

However, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its Subsidiaries. The Financial Statements of the subsidiary companies are also available for inspection by the shareholders at the Registered Office of the Company and that of its respective subsidiaries. The Financial Statements of each subsidiary shall also be available on Company''s website www.dabur.com.

The following information in aggregate for each subsidiary has been disclosed in the consolidated balance sheet

(a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

A statement of the holding company''s interest in the subsidiary companies is attached as ''Annexure 2'' and forms part of this report.

EMPLOYEES STOCK OPTION PLAN

During the year, 742226 options in 4 tranches were granted to eligible employees of the Company in terms of Employees Stock Option Plan (Dabur ESOP 2000). During the year 834157 options were exercised by the employees after vesting. Accordingly, the Company made the allotment of 677829 equity shares on May 30, 2012, 142528 equity shares on August 07, 2012 and 13800 equity shares on December 07, 2012, against the options exercised by the employees.

The particulars of options issued under the said Plan as required by SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are appended as ''Annexure 3'' and forms part of this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors Report. However having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining a copy of such particulars may write to the Company Secretary at the Registered office of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy:

(a) Energy conservation measures taken:-

A number of energy conservation techniques were initiated at large scale and successfully implemented. Some of the key initiatives undertaken in the manufacturing units were as follows-

- Investment in Independent 33 KVA feeder for Pantnagar Units with continuous power supply option, to reduce the HSD consumption and the cost of Power.

- Promotion of use of Solar light for street light for reducing Power Consumption.

- Replacement of Normal tube lights with LED for power saving.

- Interlocking of Cooling Tower (CT) fans, wet scrubber pump with forced draft (FD) fan in briquette boiler and CT fan with temperature controller.

- Replacement of old less efficient air compressors with new energy efficient compressors.

- VFD control in Air compressor motors of certain units.

- Modification in Pump House and raw water pipe lines to save the raw water pump running hours.

- Installation of DO System for ETP which has resulted in annual savings.

- Shifting of Line No 1 and 2 to Line No 3 & 4, in Baddi - Skin Care Unit, to reduce the activity load of Air conditioning.

- Installation of Magnetic resonator for Boiler & DG.

- Installation of Ducool Drying system in Pudin

Hara Drying area. This has reduced energy utilization by 50%.

- Installation of New DG Set in Odonil Section for better fuel efficiency.

- Recirculation of waste water of Vacuum pump.

- Installation of new Cooling Tower for 80 TR at Chyawanprash Unit.

- Strict control of power factor.

- Replacement of electrical exhaust fans with air ventilators in manufacturing.

- Replacement of forced draft cooling tower with natural draft cooling tower.

- Installation of Transparent Roof Sheet.

- Installation of Photocell Sensor on Box Tapping Machine.

- Replacement of Auto collator from 12 KW to 8 KW.

- Installation of temperature controllers in two chillers of Toothpaste tube filling machines.

- 100% usage of Herbal Waste as Boiler Feed.

- Use of tunnel consuming 2KW heater (inbuilt) in place of 10 KW heater for shrink poly bags in LDM & Anmol.

- Reduced product change over by doing manufacturing campaign batches which has resulted in power & water savings.

- Replacement of Vapour Street Light with CFL Light.

- Replacement of 750 KVA Dg with 250 KVA to optimize load and increase SFC.

- Introduction of wind ventilator in Herbal Boiling section.

- Replacement of 150 number of copper ballast luminaries with electronic choke.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:-

- Additional Investment of Rs. 282.87 Lacs was made during the year for reduction of consumption of energy.

(c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:-

- The energy conservation measures taken during the year have resulted into yearly saving of approximately Rs.157.98 Lacs and thereby lowered the cost of production by equivalent amount. These measures have also lead to better pollution control, reduced maintenance time and cost, improved hygienic condition and consistency in quality and improved productivity.

(d) Total energy consumption and energy consumption per unit of production as per Form A

- Attached herewith as Annexure 4

B. Technology Absorption:

Efforts made in technology absorption as per Form B is attached herewith as Annexure 5.

C. Foreign Exchange earnings and outgo:

i) Activities and initiatives relating to exports:

Dabur''s key markets for international business which is managed by its wholly owned subsidiary

Dabur International Limited and other step down subsidiaries are Middle East, Africa, U.S. and South Asia with manufacturing facilities across regions. In addition, Dabur has a private label business in the U.S. and a guar gum export business operating out of India.

International Business:

Dabur''s international business continued on the strong growth trajectory growing by 17.1 % to Rs. 1892 crores in fiscal 2012-13. The international business now contributes 31% to consolidated sales.

During fiscal 2012-13, key markets in MENA (Middle East and North Africa) and South Asia (ex-India) regions performed well. Dabur continued to gain share in categories such as Hair Oils, Hair Creams and Shampoos in the key markets. Overall in the MENA region it continued to be market leader in Hair Oils with a 52% market share. In Egypt the Hair Oil market share increased to 50% from 44% last year. Similarly Hair Oil market shares in KSA (Kingdom of Saudi Arabia) witnessed an uptick and were at 65.7% v/s 63.4% last year. In the Hair Creams category, the share in the MENA region was 25%. Dabur continued to be the biggest Hair Creams player in KSA with a 27.7% market share v/s 24.7% last year. In UAE, its Hair Creams market share increased to 26.5% v/s 23.4% last year.

Some of the international markets were under pressure during fiscal 2012-13. The situation was tense in Egypt and macro-economic indicators such as GDP growth rates and the local currency, Egyptian Pound (EGP) were under pressure. In addition, turmoil in the YSL markets (Yemen, Syria and Libya) impacted sales during fiscal 2012-13.

During fiscal 2012-13 raw material prices were relatively benign in the overseas operations and this led to improvement in gross margins.

Vatika

Vatika witnessed strong growth in fiscal 2012-13. The brand witnessed several new product launches such as Vatika Hair Oil Curry Leaves, Vatika Enriched hair oil (Black Seed), Vatika Ingredient Range of Shampoo and Conditioner in Argan, Garlic and Black Seed variants. In addition, Vatika Hair Serums were launched entering the Hair Serum category. Vatika Henna Hair Colors were launched during the year marking the entry into Hair Colors category on the naturals platform. Dabur had made a foray into Hair Gels category in the fiscal 2011-12 with launch of Vatika Hair Gels which performed well, garnering share in the hair gels segment.

Dabur Amla

Dabur Amla portfolio performed well during fiscal 2012-13. Performance was driven by the Hair Oil portfolio which grew particularly well in KSA (Kingdom of Saudi Arabia), where it crossed 50% mark in terms of market share. Dabur Amla Hair Oil is now the 2nd biggest Hair Oil brand in Egypt, witnessing increase in market share from 16% to 19%. Dabur Amla''s brand extensions such as Hair Creams also performed well and added to the growth.

Miswak and Dabur Herbal Toothpaste

Dabur''s international business also has oral care products which sell in GCC, North and West Africa. The Miswak toothpaste which is based upon the herbal ingredient "Miswak" is well known for its medicinal properties in MENA region and is sold widely in the North African countries. The brand performed well during fiscal 2012-13. In Nigeria Dabur sells a range of toothpastes under the brand ''Dabur Herbal Toothpastes'' offering herbal variants such as basil, neem and clove. The range was extended with the launch of Dabur Natural Medicated Toothpaste during fiscal 2012-13.

Dermoviva

The skin care offerings such as skin creams and lotions under the Dermoviva brand launched during fiscal 2011-12 continue to elicit positive response, particularly in key markets in the MENA (Middle East and North Africa) region.

Fem

Fem had undergone a complete design and range overhaul earlier. During fiscal 2012-13, Fem expanded its hair removal cream portfolio with the offering, "Fem Hair Removal Cream enriched with aloe extracts" specifically meant for extra dry skin. This expansion takes the entire range of hair removal cream to 5 variants. Fem also expanded its geographic reach of wax strips in North Africa. The year saw launch of Fem wax strips and hair removal creams into Turkey. These have been specially formulated for the Turkish consumer and this launch also marks the entry of Dabur products into Turkey by leveraging the distribution network available through Hobi Kozmetik.

Operations

The manufacturing facility in Sri Lanka for manufacturing fruit juices is nearing completion and will be commissioned in the earlier part of fiscal 2013-14. A greenfield manufacturing facility for hair care and skin care products was commissioned in Egypt. The toothpaste manufacturing facility in Nigeria was expanded and a new Hair Cream manufacturing facility was installed in RAK (Ras- al Khaimah). The manufacturing facilities received many certifications during fiscal 2012-13. The RAK factory received GMP ISO 22716 (International Cosmetic Good Manufacturing Practices), Food GMP Certificate as per ISO-22000 Guidelines, EPC-2012 from Ministry of Environment and Water (Consistent Environmental Performance). The facility in Nigeria received GMP ISO 22716, certification from NAFDAC (National Agency for Food and Drug Administration and Control).

Performance in key regions/ subsidiaries

(a) GCC, one of the largest regions in the International Business grew by 20% in fiscal 2012-13.

(b) Egypt grew by 15% in fiscal 2012-13 inspite of tough political and macro-economic conditions.

(c) Nigeria has been flattish in fiscal 2012-13 over last year.

(d) Pakistan has grown by 38% in fiscal 2012-13. Hajmola and Dabur Amla are the two strong brands for the region.

(e) Bangladesh performed exceedingly well with a growth of 70% during the fiscal 2012-13. A new manufacturing facility is under commissioning to further enhance presence in Bangladesh.

(f) Dabur Nepal Pvt Limited which manufactures fruit juices and also caters to local consumer market in Nepal recorded growth of 13% during fiscal 2012-13 in its local sales.

(g) Hobi Kozmetik: For Hobi Group, the Gulf and African regions recorded impressive sales growths. Dabur''s distributors and channel partners continued to be the drivers of growth for the Hobby range of products with new countries being opened along with ramped up distribution in markets such as Jordan and Kenya, where Hobby range of products were re- introduced through existing Dabur distributors. Major export markets for Hobby - Saudi Arabia, Iraq, Ethiopia and Algeria continued to demonstrate robust growth.

A key highlight of the year was the launch of Fem range of products, marking the entry of Dabur''s range of products in Turkey. The range of products launched includes wax strips and hair removal creams, which have been specially formulated for the Turkish consumer. The range will be distributed by Hobi Kozmetik across leading modern trade outlets in Turkey.

The ERP platform, SAP was successfully rolled out across all functions in Turkey, enabling seamless information flow, thereby ensuring complete data integration between Dabur and Hobi Kozmetik. Best practices are continuously being shared across functions to enable growth of the business in Turkey as well as the export markets.

(h) Namaste Laboratories: Africa currently contributes 21% to Dabur''s international business. The region continues to offer tremendous opportunities for consumer product companies driven by factors such as a rapidly emerging middle class, with increasing disposable incomes.

With the sheer volumes and growth in the number of consumers, Africa continues to excite leading FMCG players. Further, women of African origin are known for relatively higher usage intensity of hair care products. Accordingly, Dabur has established a dedicated business unit for Sub Saharan Africa, tasked with exploiting these opportunities. With the acquisition of Namaste Laboratories LLC, Dabur is in a unique position to offer an extremely relevant product range specifically targeted for the African consumer. Further, the product offerings strategically fit in with Dabur''s product portfolio in Africa. The biggest product segment in Namaste''s portfolio is the relaxing and hair straightening products. Namaste''s other products targeted at the women of African origin comprise nourishment products such as olive oil based shampoos, conditioners and hair fertilizers.

The Namaste portfolio already has a strong base in the United States,which contributes to around 70% of its sales. The African continent is the next biggest contributor. With the rapid expansion of opportunities and growing consumption in Africa, the Company expects greater potential for these products in this market.

As part of integration between Namaste and Dabur, Dabur has started manufacturing Namaste products in the Ras-al-Khaimah facility in UAE and is considering adding another line at the existing manufacturing facility in Nigeria, to ensure optimization of supply chain for the African business. Further, local manufacturing is being explored in South Africa, thereby ensuring that Dabur International continues to tap into the growing potential of Africa.

Exports from India

The company exports Guar Gum and private label oral care products from India. During fiscal 2012-13 the company recorded guar gum exports to the tune of Rs. 158.7 crores as compared to Rs. 107.3 crore in fiscal 2011-12. Exports of guar gum reported high growth as the demand for guar gum saw extraordinary increase worldwide particularly for the value added hydrating guar variants.

Sales in USA (Dabur Branded and Private label) grew from Rs. 34.4 crores in fiscal 2011-12 to Rs. 39.6 crores in fiscal 2012-13. The company caters to the ethnic Indian channels in the USA supplying the range of Dabur brands which are popular among the South Asian / Indian community. Retail penetration was extended by extending direct distribution to several new states in the US such as California, Texas, Florida and Michigan. Distribution was also extended to wholesalers targeting Hispanics and African- Americans. A strategic tie-up also was made with Canada''s largest Retailer, Loblaws. A range of Ethnic hair care products were launched which included Shampoos, Hair Serums and Hair masks under the Vatika brand. Dabur also exports private label oral care products to USA and Europe which includes Toothpastes, Mouthwash and Denture Adhesives. The company acquired new customers for private label in Italy, Central Europe, Central America and in the U.S. Several new advanced Oral Care formulations were developed and launched which included Whitening, Herbal and Pro-Age formulations.

ii) Development of new markets for Products & Services:

New Markets have been opened up for business in geographies like South East Asia (Cambodia), far East (Japan, Taiwan), West Africa (Ghana, Senegal) and Latam (Panama). The Sales & Distribution infrastructure in these markets has been augmented by appointing new distributors. Local resources have been enhanced in key markets of Middle East & North Africa, Nigeria, Egypt, East Africa and South East Asia to further strengthen the S&D structure.

(iii) Export Plans:

The focus, going forward, is to continue expanding the Group''s presence through its subsidiaries across geographies and to exploit opportunities in existing and potential segments. There are huge growth opportunities across Middle East, Africa and South Asian markets for our products. As part of group''s growth plans, we will expand our current product portfolio, consider focused geographic expansion, and increase penetration for our products across various distribution networks.

Depending on various factors that make a market attractive, Dabur has divided the world into focus markets, potential markets, and opportunistic markets. We consider the GCC, Egypt, Nigeria, Turkey, the United States, Pakistan, Bangladesh, Nepal and Sri Lanka to be our key focus markets. The Levant, North Africa, Sub-Saharan Africa, and the European Union are potential markets for us, and we are concentrating on growing in these markets as well. The opportunistic markets are the ones where some demand is visible albeit on a smaller scale and this is catered through our exiting supply chains without adding too many resources and infrastructure.

The Company will continue to invest in brand building, manufacturing and human capital in order to maintain and improve the existing robust growth path in focus and potential markets.

Total Foreign Exchange used during 2012-13: Rs. 3,742 lac.

Total Foreign Exchange Earned during 2012-13: Rs. 23,817 lac.

HEALTH, SAFETY AND ENVIRONMENTAL REVIEW (HSE)

Dabur India Limited. is committed to achieving its vision of zero harm and Zero Environmental incident. To renew the commitment, the Occupational Health and Safety Policy and the Environment Policy were merged and launched on 1st April, 2012 under the name ''Occupational Health, Safety and Environment Policy''. The Health, safety and environment strategy prioritises eliminating workplace illness, injuries and environmental incident through the Integrated Management System. Huge progress has been made in the area of process safety and HSE Management System implementation which is evident from the fact that there were no High Potential Accidents. With regard to other environmental focus areas, Dabur has greatly improved its waste management and also reduced the GHG emissions to reduce the overall impact on environment.

To ensure focus and delivery of HSE activity, Dabur has conducted the 2nd National Safety Meet with HSE Improvement Plan at manufacturing level. Focus is more on building an engaged safety culture where expectations are clear, people are trained, interventions are welcomed and consequences are understood. One key to build an engaged safety culture is through safety behaviour and Hazard observation. The tools used in Dabur to register safety behaviour / Hazard Observation is called SBO which is recorded through the inbuilt software called SURAKSHA which is in place since last two years. Beside this, all the manufacturing units have complied with statutory requirements laid by Government in terms of Act and Rules w.r.t. to Health, Safety and Environment. With its Health, Safety and Environment management system Dabur aims to effectively control risks and prevent people from being injured or harmed during the course of their work.

With an aim to certify all its operational locations with the Integrated Management system OHSAS 18001 and ISO 14001 - Occupational Health, Safety and Environment, Dabur has got externally accreditation for its twelve (12) manufacturing location by TUV NORD and nine (9) manufacturing units have successfully completed their Surveillance Audit. This standard is the foundation of the overall health, safety and environment framework of Dabur.

The environmental agenda of reducing environmental impact of Company''s operations was achieved by environment management program through a combination of energy & water conservation, rainwater harvesting and solid waste recycling. Some sites modified their boilers to use bio-fuels, resulting in significant environmental benefits by reducing the SoX and CO2 emission in environment.

Dabur, being aware of its social corporate responsibility, is in the process of further strengthening its current resources for better health, safety and environment management.

Key Initiatives taken during the year are:

- Got certified its 12 manufacturing location with OHSAS 18001 and ISO 14001 integrated management system and is in a process of preparing 1 more manufacturing location for the certification.

- Risk assessment at all manufacturing locations was done with a system of planned inspection product wise, which resulted in reduction of All Injury Rate (AIR) and Total Recordable Frequency Rate (TRFR)

- Legally Complied at unit level w.r.t to Safety and Environment Act and Rules.

- Carbon and Water Footprint Study was conducted for all Manufacturing locations with a focus on Product Life Cycle Analysis of 3 products viz. Chyawanprash, Honey and Real juice.

- Environmental Monitoring was carried out at unit level to check the impact on environment.

- Different Guidelines and Standards were rolled out for implementation at unit level and focus on the training (on job and off job) to minimize the AIR.

- Installation of Fire Hydrant and Detector System was as per latest technologies.

- Emergency preparedness plan is in place which was executed through mock drill.

- Regular Tool Box Talk at the Shop floor for the workers comprising of Safety related Do''s and Don''ts.

- Different tests have been carried out at unit level to check the efficiency of PPE''s used at work place.

- Health Check up for all employees was carried out at unit level.

- LOTO (Lock out Tag out) - Training and Survey conducted for manufacturing facilities.

- Procurement of Safety equipments viz. oxygen meter, DB meter and multi gas detector, to detect any hazardous environment in surroundings before doing any activity.

- Generation of Bio Gas from ETP, for use in Kitchen and other places.

- Tree Plantation at manufacturing locations to reduce the GHG emission. 1st January every year is being observed as Tree Plantation Day.

- Conversion of organic waste as a fuel for Boiler.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Vendors, Dealers, Business Associates and Employees in ensuring an excellent all around operational performance.

For and on behalf of the Board

Sd/-

Place: New Delhi (DR ANAND BURMAN)

Date: April 30, 2013 CHAIRMAN


Mar 31, 2012

The Directors have pleasure in presenting the 37th Annual Report on the business and operations of the Company, together with the Audited Accounts for the financial year ended March 31, 2012.

Financial Results

Financial results are presented in Table 1.

Table1: Financial Results (Rs. in crore)

2011-12 2010-11

Turnover (including other income) 3812.68 3306.96

Profits before Tax 587.03 596.26

Less : Tax Expenses 123.79 124.85

Profit after Tax 463.24 471.41

Add : Balance in Profit & Loss Account brought forward from the previous year 714.22 526.91

Sub Total 1177.46 998.32 Less : Appropriation to

General Reserve 50.00 50.00

Capital Reserve 0.14 1.34

Interim Dividend - Paid 95.81 87.04

Final Dividend - Proposed 130.66 113.30

Corporate tax on Dividend 36.74 32.42

Balance in Surplus Account 864.11 714.22

Dividend

The Company has paid an interim dividend of 55% (Re. 0.55 per share of Rupee one each) on November 15, 2011. We are pleased to recommend a final dividend of 75% (Rs. 0.75 per share of Rupee one each) for the financial year 2011-12. The final dividend, if approved by the members, will be paid to members within the period stipulated by the Companies Act, 1956. The aggregate dividend for the year will amount to 130% (Rs.1.30 per share of Rupee one each) as against 115% (Rs.1.15 per share of Rupee one each) declared last year. The dividend payout ratio for the current year, inclusive of corporate tax on dividend distribution, is at 56.82%.

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, final dividend for the year 2003-04 and interim dividend for the year 2004-05 which remained unpaid or unclaimed for a period of 7 years, amounting to Rs.1271757/- and Rs.962765/- respectively has been transferred by the Company to the Investors' Education and Protection Fund (IEPF). Further interim dividend for the year 2004-05 pertaining to erstwhile Femcare Pharma Limited (FEM), now merged with the Company, which remained unpaid or unclaimed for a period of 7 years, amounting Rs. 108365/- has also been transferred by the Company to IEPF. The due dates for transfer of unpaid dividend to IEPF for subsequent years is given in Table 11 under Corporate Governance Report.

Operations and Business Performance

Kindly refer to Management Discussion & Analysis and Corporate Governance Report which forms part of this Report.

Corporate Governance

Dabur is committed to practising sound corporate governance in conducting business in a legal, ethical and transparent manner - a dedication that originates from the very top and permeate throughout the organization. Besides adhering to the prescribed corporate governance practices as per clause 49 of the Listing Agreement, it voluntarily governs itself as per highest standards of ethical and responsible conduct of business in line with local and global standards. Strong governance practices at Dabur has earned for it recognition and has strengthened its bond of trust not only with the stakeholders but with the society at large.

A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached as 'Annexure 1' and forms part of this report.

Certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, compliance with Company's Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is attached in the Corporate Governance Report and forms part of this Report.

Business Responsibility Report

At Dabur, fulfilment of environmental, social and governance responsibility is an integral part of the way the Company conducts its business. A detailed information on the initiatives of the Company as enunciated in the 'National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business, 2011' is provided in the Business Responsibility Report, a copy of which will be available on the Company's website.

Credit Rating

During the year under review the Company has sustained its long term credit rating of AAA. The highest credit rating of AAA awarded by CRISIL reflects the Company's financial discipline and prudence. The Company's short term credit rated as A1 by CRISIL, has also been reaffirmed. This being the highest rating indicates a very strong degree of safety with regard to timely payment of interest & principal.

Directors

During the year, w.e.f. 31.01.2012, Mr Pradip Burman, Executive Promoter Director had resigned from the office of Director of the Company and Mr. Saket Burman was appointed as additional Non Executive Promoter Director. Mr Saket Burman shall hold office upto the date of the ensuing Annual General Meeting of the Company and, being eligible, offer himself for reappointment.

In terms of Article 103 and 104 of the Articles of Association of the Company, Dr S Narayan, Mr Albert Wiseman Paterson, Mr Analjit Singh and Mr Amit Burman will retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment in terms of the provisions of Article 106 of the Articles of Association of the Company.

The brief resumes of the Directors who are to be appointed/re-appointed, the nature of their expertise in specific functional areas, names of companies in which they have held directorships, committee memberships/ chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Your Directors recommend their appointment/ re-appointment at the ensuing Annual General Meeting.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Directors confirm:

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

ii) That they had selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give true and fair view of the state of affairs of the Company at the end of the financial year, and of the profit of the Company for that period except to the extent mentioned in notes to accounts;

iii) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That they had prepared the annual accounts on a going concern basis.

Change in Capital Structure and Listing of Shares

The Company's shares are listed on the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE) and are actively traded.

In the year under review, following shares were allotted and admitted for trading in NSE and BSE:-

- Equity shares allotted against the options exercised by employees pursuant to Employees Stock Option Scheme of the Company:

- 1001598 equity shares allotted on July 01, 2011.

- 321926 equity shares allotted on September 02, 2011.

- 46657 equity shares allotted on November 29, 2011.

- 6875 equity shares allotted on December 30, 2011.

Auditors and their Report

M/s G. Basu & Company, Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment as statutory auditors for the financial year 2012-13. The Company has received a letter dated April 4, 2012 from them to the effect that their re-appointment, if made, would be within the limit prescribed under section 224(1B) of the Companies Act, 1956, and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956.

The Auditors have vide their letter dated 28.04.2012 also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the peer Review Board of the ICAI.

The observations of the Auditors, together with the notes to Accounts referred to in the Auditors' Report, are self-explanatory and do not call for any further explanation from the Directors.

Cost Auditors

M/s Ramanath Iyer & Company, Cost Accountants, were re-appointed as Cost Auditors for the financial year 2012-13 to conduct cost audit of the accounts maintained by the Company, in respect of the various products prescribed under Cost Audit Rules, 2011.

Consolidated Financial Statements

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2011-12. Consolidated Turnover grew by 29.64% to Rs. 5362.82 crore as compared to Rs. 4136.66 crore in the previous year. Similarly, net profit after tax and after minority interest for the year at Rs. 644.89 crore is higher by Rs. 76.32 crore as compared to Rs. 568.57 crore in the previous year.

Internal Control System

The Company has a well placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company's internal control system comprises audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from Price Waterhouse Coopers Private Limited, the Internal Auditors and various transaction auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

To further strengthen the internal control process, the Company has developed a very comprehensive legal compliance manual called 'e-nforce', which drills down from the CEO to the executive level person who is responsible for compliance. This process is fully automated and generate alerts for proper and timely compliance.

Nature of business

There has been no change in the nature of business of the Company and any of its subsidiary companies during the year. Subsidiaries

During the year Zeki Plastik Imalat Sanayi Ve Ticaret Limited has ceased to be step down subsidiary of the Company due to its amalgamation with another step down subsidiary of the Company - Hobi Kozmetik Imalat Sanayi Ve Ticaret Anonim Sirketi.

Further Dabur Lanka (Pvt) Ltd. have been newly incorporated as a step down subsidiary of the Company in SriLanka to cater to the increased market demand of beverages. A new manufacturing plant is being set up in SriLanka.

In terms of general approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copies of Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents and related detailed information upon request by any shareholder of the Company/ subsidiary interested in obtaining the same.

However, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its Subsidiaries. The Financial Statements of the subsidiary companies are also available for inspection by the shareholders at the Registered Office of the Company and that of its respective subsidiaries. The Financial Statements of each subsidiary shall also be available on Company's website www.dabur.com.

The following information in aggregate for each subsidiary has been disclosed in the consolidated balance sheet (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

Employees Stock Option Plan

During the year, 1557412 options in 4 tranches were granted to eligible employees of the Company in terms of Employees Stock Option Plan (Dabur ESOP 2000). During the year, 1377056 options were exercised by the employees after vesting. Accordingly, the Company made the allotment of 1001598 equity shares on July 01, 2011, 321926 equity shares on September 02, 2011, 46657 equity shares on November 29, 2011 and 6875 equity shares on December 30, 2011, against the options exercised by the employees.

The particulars of options issued under the said Plan as required by SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are appended as 'Annexure 2' and forms part of this report.

Particulars of Employees

In terms of the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors Report. However having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining a copy of such particulars may write to the Company Secretary at the Registered office of the Company.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A. Conservation of energy:

a) Energy conservation measures taken:-

A number of energy conservation techniques were initiated at large scale and successfully implemented. Energy was used more efficiently (2.33 GigaJoules to 2.17 GigaJoules compared to LY). This was despite increase in tariff rates of Power & Fuel and absorbing cost of owned generated power for 5 new manufacturing facilities at Baddi, Pantnagar and Jammu commissioned in 2010 - 11.

Some of the key initiatives were as follows-

In the existing manufacturing units various initiatives were undertaken to conserve/ reduce environmental impact, by adapting to green manufacturing and concept of "Reduce, Reuse and Recycle", viz.

- Use of thermic fluid heating system in place of boiler in Fluid Bed Evaporator (FBE) for Hajmola manufacturing.

- Efficient Maintenance and daily monitoring of Capacitor Bank for improvement of Power Factor.

- Replacing energy inefficient equipments with new technologies which are energy efficient with AC Drives.

- Introduction of Herbal Extractor in place of Boiling Pan.

- Bio-Gas generated from ETP used in Canteen.

- 100% usage of Herbal Waste as Boiler Feed.

- Replaced electrical powered Turbo vents in roof of production hall with natural wind powered, to save electricity.

- Replaced old boiler with new to conserve on usage of HSD.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:- Additional Investment of Rs. 112.50 Lacs was made during the year for reduction of consumption of energy.

Some new initiatives taken, where the projects are under implementation;

- Replacement of fossil fuel (FO) base thermic fluid to Pet coke.

- Replacement of electrical water heater with solar water heater.

c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:-

- The energy conservation measures taken during the year have resulted into yearly saving of approximately Rs 209 Lacs and thereby lowered the cost of production by equivalent amount. These measures have also lead to better pollution control, reduced maintenance time and cost, improved hygienic condition and consistency in quality and improved productivity.

d) Total energy consumption and energy consumption per unit of production as per Form A

- Attached herewith as Annexure 3

B. Technology Absorption:

Efforts made in technology absorption as per Form B is attached herewith as Annexure 4.

C. Foreign Exchange earnings and outgo:

i) Activities and initiatives relating to exports:

The Company's key markets for international business are the Middle East, Africa, US and South Asian geographies, with manufacturing plants located across regions. Three new greenfield plants are under commissioning in Egypt, Bangladesh and Sri Lanka. The Company also has a private label business in USA, along with Guar gum exports, which takes place from its Indian plants.

International Business:

Dabur's International Business continued on a strong growth trajectory with sales growing by 78.3% to Rs. 1616.1 crores during fiscal 2011-12. The International Business now contributes 30.3% to consolidated sales. The fiscal 2011-12 was the first full year of the two overseas acquisitions - Hobi Group and Namaste Laboratories, LLC under the Dabur fold. During the year, these acquisitions were assimilated and integrated with the existing organic overseas business. The International Business excluding acquisitions grew by 27.1% to Rs. 929.9 crores. Our key geographies by total overseas revenues now are: Middle East, Africa, Asia and U.S.

The Company has built a robust brand architecture with brands like Dabur and Vatika in these geographies. Our key categories in International Business are hair oils, hair creams, shampoos and toothpastes. As per Nielsen Retail Audit, Dabur Amla Hair Oil is the largest brand in the hair oils category in Saudi Arabia. Dabur Amla brand has been extended into hair creams and other hair conditioning products such as serums etc. The Vatika brand now has a large portfolio including a wide variety of hair oils, shampoos, hair creams and Hamam Zaith. Performance of key brands in the International portfolio during FY2011-12 is as below:

Dabur Amla

- Dabur Amla Hair Oil continues to retain the No. 1 position in Saudi Arabia with market share of 41.6% in the Hair Oil segment. Dabur Amla Gold has market share of 8.9% while Dabur Amla Jasmine has a market share of 6.2%. Overall, the Dabur Amla franchise of Hair Oils commands a market share of 59.2% in Saudi Arabia. Dabur Amla enjoys 30.6% share of hair oils category in UAE and is the No. 2 player in Egypt with market share of 16.9%.

- The brand has been extended into the styling hair cream segment with introduction of Dabur Amla Hair Creams which has notched up its share in the hair creams market.

- Dabur has recently launched two new variants of Hair Oils viz. Anti Dandruff Hair Oil and Cooling Hair Oil which have performed well.

- Recent launch of Amla Hair Serum in 3 variants: Repair Therapy, Frizz Control and Extreme Shine has reported a strong performance.

Vatika

- There has been robust growth in the Vatika franchise which includes Vatika Enriched Hair Oil, Vatika Shampoo and Conditioners, Vatika Hamam Zaith, Vatika Hair Creams and this year's launch of Vatika Styling Hair Gels.

- Enriched Hair Oil range of Vatika Hair Oils registered strong growth. Two new variants of Enriched Hair Oil were introduced - Vatika Black Seed Hair Oil and Vatika Garlic Hair Oil. Vatika Enriched Hair Oil range is the No. 2 player in the segment with market share of 14.9% in Saudi Arabia. Vatika is also the No. 1 brand in Egypt with market share of 40.1%.

- Vatika Shampoo and Conditioners have shown strong performance. Three new Conditioner variants (Nourish & Protect, Repair & Restore and Volume & Thickness) and one new Shampoo variant (Volume & Thickness) were launched during the year.

- Vatika Hamam Zaith reported impressive growth during the year. The range was further strengthened through addition of two new variants - Black Seed Hamam Zaith and Garlic Hamam Zaith.

- Vatika Hair Cream has retained the No. 1 position in hair cream category in Saudi Arabia and Egypt (basis Retail Audit data). The brand has captured 21.1% market share in Saudi Arabia and 18.6% market share in Egypt in spite of the category witnessing stiff competition from established brands.

- Vatika also made an entry into the Styling Hair Gel market through 3 variants - Wet Look, Strong Hold and Extreme Hold.

DermoViva - This relatively new brand launched for the Personal Wash and Skin Care segments has performed well aided by strong growth in Personal Wash segment and launch of Skin Serums, Skin Cream, Skin Lotions and Wet Wipes in the Skin Care category during the year.

Fem - The Fem portfolio, including hair removal creams and wax strips, was re-launched during the year and has already garnered 2.4% market share in UAE and 1.2% market share in Saudi Arabia within few months after the re-launch.

Dabur Herbal Toothpaste - Dabur Herbal Toothpaste has grown strongly in the MENA region and has shown positive traction with consumers. The brand had an impressive performance in Nigeria where it retained the No. 2 position in the category touching 9.7% market share of the toothpaste segment.

Dabur Miswak Toothpaste - Dabur Miswak Toothpaste has shown strong double digit growth and has become the No. 3 player in Morocco with 16.4% market share and captured 6.7% market share in the Algerian market.

GCC, the largest region in the International Business Division has grown by 28% over last year fuelled by innovations and new product launches in the Hair Care, Skin Care and Oral Care segments.

Dabur Egypt Limited has witnessed another year of spectacular performance with 29% growth in sales.

African Consumer Care, Nigeria has grown by 34% over last year, aided by strong growth of Dabur Herbal Toothpaste and Dabur Herbal Gel in the Oral Care category.

Asian Consumer Care, Pakistan has grown by 22% in revenue over last year, with Hajmola and Dabur Amla emerging as the two strong brands for the region.

Asian Consumer Care, Bangladesh, has performed well with a growth of 47.9% during fiscal 2011-12. The growth has been led by increased distribution penetration and focussed brand approach.

Dabur Nepal Pvt Limited which manufactures fruit juices for India and also caters to local consumer market in Nepal recorded impressive growth of 21% in its sales to the domestic market of Nepal.

Efficient operations of the manufacturing plant in Ras Al Khaimah ensured 12 new SKU launches during the year and doubling of manufacturing and packing capacity for Shampoo. We also received Halal Certification for all products manufactured in the Ras Al Khaimah plant. 13 new SKUs were launched in Egypt during the year. In Nigeria, additional capacity was installed for toothpastes and our toothpaste products have received certification of Standard Organization of Nigeria.

With the acquisition of Hobi Group, we have access to a new and complementary product range in hair styling and other hair care, skin care and body care products. As part of the strategy to derive synergy benefits from Hobi with our existing international business, we launched products out of the Hobi range in the Middle East and North African geographies and used their expertise in hair gels to launch Vatika hair gels in some of these markets.

Africa continues to be an important growth driver which we believe offers tremendous opportunities. Currently, Egypt and Nigeria are our key markets in Africa and we plan to extend our presence in a phased manner in other parts of Africa leveraging the product portfolio of Namaste Laboratories.

Exports from India

The Company also exports guar gum and private label oral care products from India. During fiscal 2011-12 the Company recorded Guar gum exports to the tune of Rs. 105.3 crores as compared to Rs. 52.7 crore in fiscal 2010-11. Exports of Guar gum reported high growth as the demand for Guar gum saw extraordinary increase worldwide particularly for the value added hydrating guar variants.

Sales in USA (Dabur Branded and Private label) grew from Rs. 45.1 crores to Rs. 47.6 crores. The Company caters to the ethnic Indian channels in the USA supplying the range of Dabur brands which are popular among the South Asian / Indian community. Retail penetration was extended by launching the range in retailers such as USA (Stop n Shop) and in Canada (Loblaws network). Dabur also exports some private label oral care products to USA which includes toothpastes, Mouthwash and Denture Adhesives.

ii) Development of new markets for Products & Services:

New avenues for growth were opened up through expansion into the new markets of Turkmenistan, Senegal, Somalia, Zambia, Hong Kong, Ivory Coast, Togo, Sierra Leone and Seychelles. The Sales & Distribution infrastructure has been augmented by appointing new distributors in Saudi Arabia, Fiji, Cambodia and Philippines. Local resources have been enhanced in key markets of Middle East & North Africa, Nigeria, Egypt, East Africa and South East Asia to further strengthen the S&D structure.

iii) Export Plans:

The focus, going forward, is to continue expanding the Company's presence across geographies and to exploit the opportunities that exist in existing and potential segments. The Company will continue to invest in brand building, manufacturing and human capital in order to maintain and improve the existing robust growth path.

Total Foreign Exchange used during 2011-12: Rs. 3357 lac.

Total Foreign Exchange Earned during 2011-12: Rs. 16719 lac.

Health, Safety and Environmental Review (HSE)

Dabur India Ltd. is committed to keep up the good HSE performance delivered in earlier years. It has made huge progress in the area of process safety with no fatal accident reported during the period and implementation of Integrity Management System is well underway. With regard to other environmental focus areas, Dabur has greatly improved its waste management and has also reduced its GHG emissions.

To ensure focus and delivery of HSE activity, Dabur has conducted the 1st National Safety Meet with HSE Improvement Plan at manufacturing level. Focus is more on building an engaged safety culture where expectations are clear, people are trained, interventions are welcomed and consequences are understood. One key to build an engaged safety culture is through safety behaviour and Hazard observation. The tools used in Dabur to register safety behaviour / Hazard Observation is called SBO which is recorded through the inbuilt software called SURAKSHA. Beside this, all the manufacturing units have complied with statutory requirements laid by Government in terms of Act and Rules w.r.t. to Health, Safety and Environment. With its Health, Safety and Environment management system Dabur aims to effectively control risks and prevent people from being injured or harmed during the course of their work.

With an aim to certify all its operational locations with the Integrated Management system OHSAS 18001 and ISO 14001 - Occupational Health, Safety and Environment, Dabur has got externally accreditation for its nine (9) manufacturing location by TUV NORD. This standard is the foundation of the overall health, safety and environment framework of Dabur.

The environmental agenda of reducing environmental impact of Company's operations was achieved by environment management program through a combination of energy & water conservation, rainwater harvesting and solid waste recycling. Some sites modified their boilers to use bio-fuels, resulting in significant environmental benefits by reducing the Sox emission in environment. Dabur, being aware of its social corporate responsibility, is in the process of further strengthening its current resources for better health, safety and environment management.

Key Initiatives taken during the year are:

- Got certified its 9 manufacturing location with OHSAS 18001 and ISO 14001 integrated management system.

- Is in a process of preparing 5 more manufacturing location for the certification of OHSAS 18001 and ISO 14001 integrated management system.

- Risk assessment at all manufacturing locations done with a system of planned inspection product wise, resulted in reduction of All Injury Rate (AIR) and Total Recordable Frequency Rate (TRFR)

- Legally complied at unit level w.r.t to Safety and Environment Act and Rules.

- Environmental Monitoring was carried out at unit level to check the impact on environment.

- Different Guidelines and Standards rolled out for implementation at unit level and focus on the training (on job and off job) to minimize the TRFR (Total Recordable Frequency Rate).

- Installation of Fire Hydrant and Detector System as per latest technologies.

- Emergency preparedness plan is in place which was executed through mock drill.

- In house monitoring of sound, light and gas with different test has been carried out at unit level to check the efficiency of PPE's used at work place.

- Health Check up for all employees carried out at unit level.

- Safety Committee meetings were conducted regularly to make the work place safe and to get the maximum suggestion / input from employees.

- Installed Natural turbo ventilator & transparent FRP (Fiber Reinforced Plastic) for lighting in shop-floor.

Industrial Relations

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

Acknowledgements

Your Directors place on record their gratitude to the Central Government, State Governments and Company's Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Vendors, Dealers, Business Associates and Employees in ensuring an excellent all around operational performance.

For and on behalf of the Board Place : New Delhi DR ANAND BURMAN

Date : 30th April, 2012 Chairman

Research & Development


Mar 31, 2011

The Directors have pleasure in presenting the 36th Annual Report on the business and operations of the Company, together with the Audited Accounts for the financial year ended March 31, 2011.

FINANCIAL RESULTS

Financial results are presented in Table 1.

Table1: Financial Results

(Rs. in crore)

2010-11 2009-10

Turnover (including other income) 3313.83 2897.60

Profits before Tax 596.26 527.03

Add: Provisions of earlier years written back 0.19 0.02

596.45 527.05

Less - Provision for Taxation - Current 119.40 89.66

- Provision for Taxation - Deferred 5.45 4.04

- Provision for taxation for earlier year 0.19 0.21

Profit after Tax 471.41 433.14

Add: - Balance in Profit & Loss Account brought forward from the previous year 526.91 428.94

Profit available for appropriation 998.32 862.08

Appropriation to:

General Reserve 50.00 130.00

Capital Reserve 1.34 2.07

Interim Dividend - Paid 87.04 64.98

Final Dividend - Proposed 113.15 108.62

Final Dividend (for earlier year) 0.15 0.00

Corporate tax on Dividend 32.82 29.50

Excess Corporate Dividend tax provided in earlier year written back (0.40) 0.00

Balance carried over to Balance Sheet 714.22 526.91

Total 998.32 862.08

DIVIDEND

The Company has paid an interim dividend of 50% (Re.0.50 per share of Rupee one each) on November 10, 2010. We are pleased to recommend a final dividend of 65% (Rs.0.65 per share of Rupee one each) for the financial year 2010-11. The final dividend, if approved by the members, will be paid to members within the period stipulated by the Companies Act, 1956. The aggregate dividend for the year will amount to 115% (Rs.1.15 per share of Rupee one each) as against 200% (Rs.2.00 per share of Rupee one each) on pre bonus capital, declared last year. The dividend payout ratio for the current year, inclusive of corporate tax on dividend distribution, is at 49.43%.

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, final dividend for the year 2002-03 and interim dividend for the year 2003-04 which remained unpaid or unclaimed for a

period of 7 years, amounting to Rs.924423/- and Rs.647640/- respectively has been transferred by the Company to the Investors Education and Protection Fund. The due dates for transfer of unpaid dividend for subsequent years is given in Table 12 under Corporate Governance Report.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to Management Discussion & Analysis and Corporate Governance, which form part of this Report.

AMALGAMATION OF FEM CARE PHARMA LTD WITH THE COMPANY

During the year, amalgamation of Fem Care Pharma Limited (FEM) with the Company was completed on 18th June, 2010 (being effective date) upon filing of the Order of Hon’ble Delhi and Mumbai High Courts with the respective offices of Registrar of Companies. The appointed date of merger was 1st April, 2009.

OVERSEAS ACQUISITION -HOBI GROUP (TURKEY) & NAMASTE GROUP (US)

During the year the Company has acquired Turkey‘s leading personal care products maker Hobi Kosmetik Group through Dabur International Limited, a wholly owned subsidiary of the Company. Hobi Kosmetic Group comprises of three companies namely- Hobi Kozmetik Imalat Sanayi Ve Ticaret Anonim Sirketi, Ra Pazarlama Limited Sirketi and Zeki Plastik Imalat Sanayi Ve Ticaret Limited Sirketi.

The second overseas acquisition of the year was of Namaste Group of US, a leading ethnic hair care group based in Chicago with operations in US, Europe and Africa, through Dermoviva Skin Essentials Inc, a wholly owned subsidiary of the Company. Namaste Group of US comprises of Namaste Laboratories LLc, US and its three subsidiaries namely - Hair Rejuvenation & Revitalization Nigeria Ltd, Healing Hair Lab International LLc, US and Urban Lab International LLc.

CORPORATE GOVERNANCE

Dabur is committed to focus on good corporate governance in line with emerging local and global standards. Dabur understands and respects its fiduciary role in the corporate world and besides adhering to the prescribed corporate practices, it voluntarily governs itself as per the highest national and international standards of corporate governance. Strong governance practices at Dabur has earned for it recognition and has strengthened its bond of trust not only with the stakeholders but with the society at large.

The compliance Report on Corporate Governance and a certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached as ‘Annexure 1‘ and forms part of this report.

Certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, compliance with Company‘s Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is attached in the corporate governance Report and forms part of this report.

CREDIT RATING

During the year under review the Company has sustained its long term credit rating of AAA. The highest credit rating of AAA awarded by CRISIL reflects the Company’s financial discipline and prudence. The Company’s short term credit was rated P1+ by CRISIL. This indicates a very strong degree of safety with regard to timely payment of interest & principal.

DIRECTORS

In terms of Article 103 and 104 of the Articles of Association of the Company, Mr Mohit Burman, Mr Sunil Duggal, Mr P N Vijay and Mr R C Bhargava will retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for

re-appointment in terms of the provisions of Article 106 of the Articles of Association of the Company.

The brief resumes of the Directors who are to be appointed/re- appointed, the nature of their expertise in specific functional areas, names of companies in which they have held directorships, committee memberships/ chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Your Directors recommend their appointment/ re-appointment at the ensuing Annual General Meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, the Directors confirm:

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

ii) That they had selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give true and fair view of the state of affairs of the Company at the end of the financial year, and of the profit of the Company for that period;

iii) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That they had prepared the annual accounts on a going concern basis.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

The Company’s shares are listed on the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE) and are actively traded.

In the year under review, the following shares were allotted and admitted for trading in NSE and BSE:-

- Equity shares allotted against the options exercised by employees pursuant to Employees Stock Option Scheme of the Company;

- 955240 equity shares allotted on April 22, 2010.

- 204144 equity shares allotted on May 20, 2010.

- 232065 equity shares allotted on August 23, 2010.

- Equity shares allotted pursuant to merger of Fem Care Pharma Limited with the company

- 1384620 equity shares allotted on July 22, 2010.

- Equity shares allotted pursuant to Bonus issue in the ratio of 1:1.

- 870361899 equity shares allotted on September 14, 2010.

AUDITORS AND THEIR REPORT

M/s G. Basu & Company, Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment as statutory auditors for the financial year 2011-12. The Company has received a letter dated April 11, 2011 from them to the effect that their re-appointment, if made, would be within the limit prescribed under section 224(1B) of the Companies Act, 1956, and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956.

The Auditors have vide their letter dated 21.04.2011 also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the peer Review Board of the ICAI.

The observations of the Auditors, together with the notes to Accounts referred to in the Auditors‘ Report, are self-explanatory and do not call for any further explanation from the Directors.

COST AUDITORS

M/s Ramanath Iyer & Company, Cost Accountants, were re-appointed as Cost Auditors to conduct cost audit of the accounts maintained by the Company, in respect of the Formulations and Cosmetics & Toiletries products for the financial year 2011-12.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2010-11. Consolidated Turnover grew by 20.47% to Rs.4142.60 crore as compared to Rs. 3438.69 crore in the previous year. Similarly, net profit after tax and after minority interest for the year at Rs.568.57 crore is higher by Rs.67.30 crore as compared to Rs. 501.27 crore in the previous year.

INTERNAL CONTROL SYSTEM

The Company has a well placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company’s internal control system comprises audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from Price Waterhouse Coopers Private Limited, the Internal Auditors and various transaction auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

To further strengthen the internal control process, the Company has developed a very comprehensive legal compliance manual called ‘e-nforce‘, which drills down from the CEO to the executive level person who is responsible for compliance. This process is fully automated and generate alerts for proper and timely compliance.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits from the public, and as on March 31, 2011 the Company had no unclaimed deposits or interest thereon due to any depositor.

NATURE OF BUSINESS

There has been no change in the nature of business of the Company and any of its subsidiary companies during the year.

SUBSIDIARIES

During the year Fem Care Pharma Ltd. has ceased to be subsidiary of the Company due to its amalgamation with the Company.

Further Hobi Kozmetik Imalat Sanayi Ve Ticaret Anonim Sirketi, Ra Pazarlama Limited Sirketi, Zeki Plastik Imalat Sanayi Ve Ticaret Limited Sirketi, Namaste Laboratories LLc, US, Hair Rejuvenation & Revitalization Nigeria Ltd, Healing Hair Lab International LLc, US, Urban Lab International LLc, US and Dabur Egypt Trading Limited have become step down subsidiaries of the Companies.

In terms of general approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copies of Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents and related detailed information upon request by any shareholder of the Company or subsidiary interested in obtaining the same.

However, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its Subsidiaries. The Financial Statements of the subsidiary companies are also available for inspection by the shareholders at the Registered Office of the Company and also that of its respective subsidiaries. The Financial Statements of each subsidiary shall also be available on Company’s website www.dabur.com.

The following information in aggregate for each subsidiary has been disclosed in the consolidated balance sheet (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

A statement of the holding company’s interest in the subsidiary companies is attached as ‘Annexure 2’ and form part of this report.

EMPLOYEES STOCK OPTION PLAN

During the year, 19300617 options in 4 tranches were granted to eligible employees of the Company in terms of Employees Stock Option Plan (Dabur ESOP 2000). During the year, 1391449 options were exercised by the employees after vesting. Accordingly, the Company made the allotment of 955240 equity shares on April 22, 2010, 204144 equity

shares on May 20, 2010 and 232065 equity shares on August 23, 2010, against the options exercised by the employees.

The particulars of options issued under the said Plan as required by SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are appended as ‘Annexure 3’ and forms part of this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors Report. However having regard to the provisions of Section 219(1)(b)(iv) of the companies Act, 1956 the Annual Report excluding the aforesaid information is being sent to all the members of the company and others entitled thereto. Any member interested in obtaining a copy of such particulars may write to the Company Secretary at the Registered office of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy:

a) Energy conservation measures taken:-

Various energy conservation techniques were initiated at large scale and successfully implemented. Energy was used more efficiently (2.96 GigaJoules to 2.33 GigaJoules compared to LY). This was despite increase in tariff rates of Power & Fuel and absorbing cost of owned generated power for 5 new manufacturing facilities at Baddi, Pantnagar and Jammu commissioned in 2010 - 11.

Some of the key initiatives were as follows-

In the existing manufacturing units various initiatives were undertaken to conserve/ reduce environmental impact, by adapting to green manufacturing and concept of “Reduce, Reuse and Recycle”, viz.

- Installation of Herbal Extractors across units by replacing boiling pans resulted in low consumption of steam and man days, better quality of extract in terms of TSS, fast process, etc.

- Installation & Commissioning of Briquette/Herbal waste fired boiler.

- Use of thermic fluid heating system in place of boiler in Fluid Bed Evaporator (FBE) of Hajmola manufacturing.

- Replacement of Old Air Compressors with new Screw Type efficient Compressors.

- Efficient Maintenance of Capacitor Bank for improvement of Power Factor.

- Replacing energy inefficient equipments with new technologies which are energy efficient.

Some new initiatives taken, where the projects are under implementation;

- Herbal waste used as a fuel in boiler in major units eg: Conversion of herbal waste into dry bio briquettes,

Crushing herbal waste and using the same in the USAB reactor in ETP (Effluent Treatment Plant) to generate more methane ( Bio gas) which in turn is used as boiler fuel and using directly herbal waste as a fuel in the boiler

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:-

- Herbal Extractor have been ordered in place of Boiling pans in major units at Baddi, for saving energy and manpower.

- Replacement of power capacitor in units at Sahibabad, to improve power factor.

c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:-

- The energy conservation measures taken during the year have resulted into yearly saving of approximately Rs 180 Lacs and thereby lowered the cost of production by the equivalent amount. These measures have also lead to better pollution control, reduced maintenance time and cost, improved hygienic condition and consistency in quality and improved productivity.

d) Total energy consumption and energy consumption per unit of production as per Form A

- Attached herewith as Annexure 4

B. Technology Absorption:

Efforts made in technology absorption as per Form B is attached herewith as Annexure 5.

C. Foreign Exchange earnings and outgo:

i) Activities and initiatives relating to exports:

The Company’s key markets for international business are the Middle East, Africa, UK and South Asian geographies, with manufacturing plants located across regions. The Company also has a private label business in USA and UK, along with Guar gum exports, which takes place from its Indian plants.

International business:

The Company’s International Business Division (including recently acquired Hobi and Namaste group companies) recorded an impressive sales growth of 43.3% from Rs. 631.4 crores in 2009-10 fiscal to Rs. 904.8 crores in 2010- 11 fiscal, contributing to 22% of consolidated sales. Excluding the acquisitions, the International Business Division recorded sales of Rs. 731.6 crores in 2010-11, growing by 15.9%. The operating margins of the business improved significantly during the year reflecting the strength of the brands even though the external conditions were tough and the environment was plagued by political turmoil and instability in key countries of Middle East and North Africa region leading to demand contraction coupled with

inflationary pressures due to commodity cost inflation.

Robust sales growth in international markets was possible due to:

- Strong Brand portfolio positioned on herbal and natural platform

- Aggressive new product launches and brand extensions

- Geographical expansion into new markets

- Strong Sales and Distribution network

- Strong manufacturing backbone and expansion of own manufacturing in key geographies

- Localised and efficient supply chain.

The company has built strong and robust brand architecture with brands like Dabur Amla and Vatika across geographies. As per Nielsen Retail Audit in Saudi Arabia, Dabur Amla is the largest brand in the hair oil segment there. Dabur Amla franchise has been extended into Hair Creams and variants have been launched in hair oils and hair serums. Vatika has also maintained its growth trajectory with Vatika Hair Creams emerging as the biggest brand based on Nielsen Retail Audits in Saudi Arabia and Egypt. This was inspite of stiff competition from established brands through aggressive consumer promotions and price cuts.

Vatika Dermoviva - the new brand launched for the Personal Wash and Skin Care segment has grown in strong double digits in Soaps and has managed to create consumer equity in a category dominated by strong MNC players. Vatika Dermoviva was extended into Hand Wash category during the year.

Dabur Herbal Toothpaste posted a strong performance in Nigeria where it has become the no. 2 player in terms of market share basis Nielsen Retail Audit. The brand has been re-launched in MENA during the year and it has seen fast growth.

The key contributing markets to the International Business growth have been GCC, Egypt, Nigeria, Algeria, Morocco, Jordan, Syria and Kenya.

GCC, the largest region in the International Business Division and despite being a mature market, has grown by 21% over last year fuelled by innovations and new product launches in the Hair Care, Personal Wash and Oral Care segments.

Dabur Egypt Limited has witnessed another spectacular performance with 34% growth in sales in spite of disturbances in the region and temporary shut down during the fourth quarter of fiscal 2010-11. The plants in Egypt have however become operational as the political situation has improved.

African Consumer Care, Nigeria has grown by 34%, aided by strong growth of Dabur Herbal Toothpaste and Dabur Herbal Gel in the Oral Care category.

Asian Consumer Care, Pakistan has grown by 17%, with Hajmola and Dabur Amla emerging as the two strong brands for the region.

Markets of North Africa, Levant and Yemen have seen an impressive performance with 39% growth over previous year.

Asian Consumer Care, Bangladesh, has performed well with a growth of 47% during the fiscal 2010-11. The growth has been led by focus on five key brands - Amla Hair Oil, Vatika Hair Oil and shampoos, Dabur Honey and Meswak.

Dabur Nepal Pvt Limited which manufactures fruit juices and also caters to local consumer market in Nepal recorded growth of 4% in 2010-11 in its sales to the domestic market of Nepal.

Efficient operations of the manufacturing plant in Ras Al Khaimah ensured 22 new SKU launches in 2010-11 fiscal and augmentation in capacity with new warehouse and new manufacturing lines for Hamam Zaith and other hair care products. In Egypt, Hair Cream manufacturing capacity was doubled and new Toothpaste mixer was commissioned while new Lines for Hair Oil & Hair Cream packing are under installation. In Nigeria, ISO certificates were received for Green Gel and Promise Red Toothpaste.

Exports from India

The company also exports guar gum and private label oral care products from India. During 2010-11 the company recorded Guar gum exports to the tune of Rs.52.7 crores as compared to Rs.43.3 crore in 2009-10 fiscal. Sales have grown aided by recovery in global environment.

Sales in USA (Dabur Branded and Private label) grew impressively from Rs. 38 crores to Rs 45 crores. In Private label, key new markets were opened, such as Denmark, Switzerland, Canada and France. For the first time we could enter European Retail chains. New product categories of Mouthwash and Denture Adhesives were started. Dabur Branded Ethnic grew with the launch of new products such as Sesame Oil, Juices and a host of products from both the IBD platform as well as the India Domestic platform. Mainstream Retail penetration of Dabur Ethnic products took place in both USA (Stop n Shop) and in Canada (Loblaws network).

ii) Development of new markets for Products & Services:

New avenues for growth were opened up with expansion into the new markets of Congo, Armenia, Kazakhstan and Burkina Faso. The Sales & Distribution infrastructure has been augmented by appointing new distributors in Malaysia, Uganda, Mozambique and Ethiopia. Local resources have been deployed in key markets of Middle East & North Africa, Nigeria, Egypt and South East Asia to strengthen the S&D structure.

iii) Export Plans:

The focus, going forward, is to continue expanding the Company’s presence across geographies and to exploit the opportunities that exist in existing and potential segments. The Company will continue to invest in brand building, manufacturing and human capital in order to maintain and improve the existing robust growth path.

Total Foreign Exchange used during 2010-11: Rs. 2460 lac.

Total Foreign Exchange earned during 2010-11: Rs. 13416 lac.

GROUP FOR INTER SE TRANSFER OF SHARES

Pursuant to an intimation received from the Promoters, under Clause 3 (1) (e) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 persons constituting Group (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulation 10 to 12 of aforesaid SEBI Regulations, are given in the Annexure 6 attached herewith and forms part of this report.

OPERATIONS REVIEW

For detailed operational review kindly refer to Management Discussion and Analysis and the Report on Corporate Governance, which forms part of this Annual Report.

HEALTH SAFETY AND ENVIRONMENTAL REVIEW

Dabur India Ltd. has reaffirmed its commitment towards Health, Safety and Environment through its Policy. Health, Safety and Environment is integrated with the business processes, which focuses on People, Technology and Facilities, supported by Management Commitment as the prime driver. The Health, Safety and Environment Management Systems in all manufacturing units conform to the requirements of the International Standards based on OHSAS and ISO. With its health, Safety and Environment management system Dabur aims to effectively control risks and prevent people from being injured or harmed during the course of their work.

Dabur has the aim to certify all its operational locations with the Integrated Management system OHSAS (Occupational Health & Safety Advisory Services) 18001 and ISO 14001 — Occupational Health, Safety and Environment. With this aim, Dabur has got certified its three (3) manufacturing location by TUV NORD. This standard is the foundation of the overall health, safety and environment framework of Dabur.

The environmental agenda was marked by a shift towards reducing environmental impact of Company’s operations. This was achieved by environment management program through a combination of energy & water conservation, rainwater harvesting and solid waste recycling. Some sites modified their boilers to use bio-fuels, resulting in significant environmental benefits by reducing the Sox emission in environment.

Dabur India Ltd. has always been aware of its responsibilities as a good citizen action, in health, safety and environment management,

is in the process of further strengthening its current resources.

Key Initiatives taken during the year.

- Got certified its 3 manufacturing location with OHSAS 18001 and ISO 14001 integrated management system.

- In a process of preparing 5 more manufacturing location for the certification of OHSAS 18001 and ISO 14001 integrated management system.

- Risk assessment of all manufacturing location done with a system of planned inspection product wise, resulted in the reduction of all injury rate (AIR) and Total Recordable Frequency rate (TRFR)

- Legally Complied at unit level w.r.t to Safety and Environment Act and Rules.

- Environmental Monitoring was carried out at unit level to check the impact on the environment.

- Different Guidelines and Standard were rolled out for implementation at unit level and Focus on the training - on job and off job to minimize the TRFR.

- Installation of Fire Hydrant and Detector System as per the latest technologies available.

- Emergency Preparedness plan is in place and executed the plan through mock drill.

- Different test has been carried out at unit level to check the efficiency of PPE’s used at work place.

- Health Check up for all employees carried out at unit level.

AWARDS & RECOGNITIONS:

Dabur has received many Awards and Accolades in recognition of its achievements at various levels. During the year Dabur bagged various Awards and Recognitions in different categories and for different Brands. These include:

For The Company-

- Ranked as the organisation that offers best return to investors by the 6th Social & Corporate Governance Awards, presented by the Bombay Stock Exchange.

- Listed among the enterprises that are ‘Doing India Proud’ in Limca Book of Records, 2010.

- Ranked as 7th Most Respected Company in the Fast Moving Consumer Goods space in India.

- Ranked 63 in the list of Top 100 Beauty Companies in the world.

- Ranked 182 in the ET-500 list of India Inc’s Heroes.

- Ranked 62 in Business Today’s BT 500 list of India’s Most Valuable Companies.

- Dabur stock ranked 14th in Value 100 list, a ranking of attractively-priced stocks of firms with ‘real’ earnings.

- Ranked 200 in the Fortune India 500 list that ranks India’s 500 largest corporations.

- Awarded the Best Run award in Supply Chain by SAP.

- Listed as a Top Green Company in Greenpeace Safe Food Guide

version 2.0 for its responsibility towards the GM food issue.

- Moved up to take the 78th spot in the Super-100 list, released by Business India.

- Ranked among Top 10 Best Companies To Work For in the Consumer Goods and Durables Sector.

- Ranked as India’s Most Customer Responsive FMCG Company.

- The Burman family, promoters of Dabur, ranked 20th in Forbes ‘The 100 Richest Indians’ list.

- Dr. Anand Burman, chairman ranked amongst India’s Most Powerful CEO’S. Have been placed at No. 41 in the list.

Its Brands

- Real fruit juices & Vatika Hair Oil bagged Reader’s Digest Trusted Brand Gold Award 2010.

- Dabur Amla, Hajmola have been listed in 100 Most trusted Brands 2010 list. Babool and Real are also amongst the trusted brands.

- Dabur Chyawanprash Immune India Campaign and Dabur Glucose-D Ace of Pace bagged international Promotion Marketing Award of Asia 2010.

- Dabur Amla Hair Oil & Real voted as Most Loved FMCG Brands with highest top-of-the-mind recall.

- Meswak, Vatika Almond Hair Oil, Dabur Amla Flower Magic Hair Oil and Dabur Uveda bagged National Awards for Excellence in Packaging.

- Dabur ranked 27 in India’s Most Valuable Brands 2010 list by Brand Finance.

- Chyawanprash, Hajmola, Real chosen by Indian consumers as ‘Power Brands 2010-11’.

- Dabur Amla Hair Oil bagged India’s Top 50 Marketers Award for successfully tapping the bottom of the pyramid.

- Dabur Amla Hair Oil entered Limca Book of Records for hosting longest-ever non-stop hair massage marathon.

- Dabur awarded bronze in respective categories of Glucose-D Ace of Pace and Vatika Kesh Sundari contest.

- Ranked 45 among Most Trusted Brands in India, according to Brand Trust Report, India Study, 2011.

Its Chief Executive Officer

- Mr. Sunil Duggal ranked amongst India’s most valuable CEOs.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Central Government, State Governments and Company’s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Vendors, Dealers, Business Associates and Employees in ensuring an excellent all around operational performance.



For and on behalf of the Board

(DR ANAND BURMAN) CHAIRMAN

New Delhi 27th April, 2011

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