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Dabur India Ltd

BSE Code : 500096 | NSE Symbol : DABUR | ISIN:INE016A01026| SECTOR: - |

NSE BSE
 

456.90

-8.45 (-1.82%) Volume 280564

10-Dec-2019 EOD

Prev. Close

465.35

Open Price

463.65

Bid Price (QTY)

456.90(502)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low 464.90 - 464.90

52 wk High/Low 487.70 - 357.55

Key Stats

MARKET CAP (RS CR) 80772.49
P/E 59.44
BOOK VALUE (RS) 24.1819575
DIV (%) 275
MARKET LOT 1
EPS (TTM) 7.69
PRICE/BOOK 18.9025226762556
DIV YIELD.(%) 0.6
FACE VALUE (RS) 1
DELIVERABLES (%) 15.75
4

News & Announcements

28-Nov-2019

Dabur India Ltd - Dabur India Limited - Other General Purpose

27-Nov-2019

Dabur India Ltd - Related Party Transactions For The Half Year Ended On September 30, 2019

22-Nov-2019

Dabur India Ltd - Loss of Share Certificate / Issue of Duplicate Share Certificate

21-Nov-2019

Dabur India Ltd - Dabur India Limited - Updates

06-Nov-2019

Board of Dabur India recommends Interim Dividend

01-Oct-2019

Dabur India to announce Quarterly Result

28-Aug-2019

Dabur India allots 8,220 equity shares

22-Aug-2019

Dabur India acquires majority stake in Excel Investments (FZE) in Sharjah

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
Ador Multi Products Ltd 523120
Ajay Home Products Ltd 40331
Amar Remedies Ltd 532664 AMAR
Amarshiv Opticals Ltd (Wound-up) 523892
Bajaj Consumer Care Ltd 533229 BAJAJCON
Birla Pacific Medspa Ltd 533469
Carewell Hygiene Products Ltd 526013
Emami Ltd 531162 EMAMILTD
Enjayes Natural Flavours Ltd 531964
Fem Care Pharma Ltd(merged) 524608
GKB Ophthalmics Ltd 533212 GKB
Godrej Consumer Products Ltd 532424 GODREJCP
Godrej Soaps Ltd (Merged) 523870
Indo American Optics Ltd 526119
JHS Svendgaard Laboratories Ltd 532771 JHS
Jyothy Labs Ltd 532926 JYOTHYLAB
Kaya Ltd 539276 KAYA
Kukar Sons (Indo French) Exports Ltd 521117
Lykis Ltd 530689
Lynx Optics Ltd 526123
Marico Kaya Enterprises Ltd 538503 MAKE
Marico Ltd 531642 MARICO
Novateor Research Laboratories Ltd 542771
Paramount Cosmetics (India) Ltd 507970
Radix Industries (India) Ltd 531412
Regency Diaper Industries Ltd 523281
Safal Herbs Ltd 532034
Shri Niranjan Ayurved Bhavan Ltd 530641
Sonal Cosmetics (Exports) Ltd 526029 SONALCOSM
Sunehari Exports (Haridwar) Ltd 40279
Swastik Surfactants Ltd 506718
Tata Oil Mills Company Ltd (Merged) 507660
Velvette International Pharma Products Ltd 524528

Share Holding

Category No. of shares Percentage
Total Foreign 317373016 17.96
Total Institutions 136804554 7.74
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 10522755 0.60
Total Promoters 1199426677 67.88
Total Public & others 102936890 5.83
Total 1767063892 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Dabur India Ltd

Dabur India Ltd is one of the leading FMCG Companies in India. The company is also a world leader in Ayurveda with a portfolio of over 250 Herbal/Ayurvedic products. They operate in key consumer products categories like Hair Care, Oral Care, Health Care, Skin Care, Home Care and Foods. The company's FMCG portfolio includes five flagship brands with distinct brand identities, Dabur as the master brand for natural healthcare products, Vatika for premium personal care, Hajmola for digestives, Real for fruit juices and beverages and Fem for fairness bleaches and skin care products. The company operates through three business units, namely consumer care division (CCD), international business division (IBD) and consumer health division (CHD). Their CCD business is divided into four key portfolios: healthcare, personal care, home care and foods. Their CHD business offers a range of healthcare products. Their IBD business includes brands, such as Dabur Amla and Vatika. The company has 20 state-of-the-art manufacturing facilities spread across the globe. Of these, 12 production facilities are located in India with key manufacturing locations being Baddi (Himachal Pradesh) and Pantnagar (Uttaranchal) besides seven factories located at Sahibabad (Uttar Pradesh), Jammu, Silvassa, Alwar, Katni, Narendrapur, Pithampur and Nasik. The Foods business is serviced by manufacturing facilities at Newai (Rajasthan) and Siliguri (West Bengal). Outside India, the company has manufacturing facilities in Dubai, Sharjah, Ras-al- Khaimah, Egypt, Nigeria, Nepal and Bangladesh. The company has a wide distribution network, covering 6 million retail outlets with a high penetration in both urban and rural markets. Their products also have a huge presence in the overseas markets and are available in over 120 countries across the globe. Their brands are highly popular in the Middle East, SAARC countries, Africa, US, Europe and Russia. Dabur's overseas revenue accounts for over 30% of the total turnover. Dabur India Ltd was incorporated on September 16, 1975 for manufacture of high-grade edible & industrial guargum powder and its sophisticated derivatives. In the year 1978, the company launched Hajmola tablet, an Ayurvedic medicine used as a digestive aid. In the year 1979, they set Dabur Research Foundation. Also, they commenced commercial production at the most modern herbal medicines plant in Sahibabad. In the year 1986, the company was converted into a public limited company. In the year 1988, they launched the pharmaceutical medicines. In the year 1989, the company converted the Ayurvedic digestive formulation into a children's fun product with the launch of Hajmola Candy. In the year 1992, they launched a new range of coconut oil under the brand name 'Anmol'. Also, they developed Dab 10, an intermediate for anti-cancer drug namely Taxol. The company entered into a joint venture agreement with Guldenhorst BV Netherland to form a company for manufacture and marketing of all types of bubble gum, chewing gum, toffees, chocolate, cocoa related products and sugar based spreading creams etc. In the year 1994, the company entered into capital market with their public issue. Also, they entered into oncology segment during the year. In the year 1996, the company entered into foods business with the launch of Real Fruit Juice, the first local brand of 100% pure natural fruit juices made to international standards. In 1997, the company set up a new manufacturing unit with a high degree of automation at Baddi (H.P.) to produce company's well-known brands, namely Chyawanprash, Janma Ghunti, Ayurvedic Oils and Asva-Arishtas. In the year 1998, Burman family handed over management of the company to professionals. The company signed a joint venture with Bongrain International SA of France to form a new company under the name of Dabon International Ltd. In the year 1999, the company entered into an agreement with their Spanish partner Agrolimen to offload their 49% stake in the joint venture company General De Confiteria India Ltd in favour of an Agrolimen group company. In the year 2000, the company launched Efarelle Comfort, a natural menstrual pain reliever. Also, the company's ayurvedic specialties division launched plain isabgol husk under the brand name Nature Care. In the year 2001, the company entered into the highly specialized area of cancer therapy. In the year 2003, the company demerged their pharmaceuticals business from the FMCG business into a separate company as part of plans to provider greater focus to both the businesses. With this, the company now largely comprises of the FMCG business that include personal care products, healthcare products and Ayurvedic Specialities, while the Pharmaceuticals business would include Allopathic, Oncology formulations and Bulk Drugs. Dabur Oncology Plc, a subsidiary of Dabur India, would also be part of the Pharmaceutical business. Also, they made a tie up with Free Markets Inc for using leading edge technologies to execute online markets for its procurement needs. In the year 2005, the company acquired Balsara's Hygiene and Home products businesses, a leading provider of Oral Care and Household Care products in the Indian market for the consideration of Rs 143-crore all-cash deal. In the year 2006, Besta Cosmetics Ltd was amalgamated with the company with effect from April 1, 2006. Also, the company incorporated a subsidiary company under the name Asian Consumer Care Pakistan Pvt Ltd to sell FMCG products in Pakistan. In the year 2007, Dabur Foods Ltd was amalgamated with the company with effect from April 1, 2007 to extract synergies and unlock operational efficiencies. During the year 2009-10, the company acquired 20% of the equity share capital of Fem Care Pharma Limited (FEM) from the public shareholders, in addition to the controlling stake of 72.15% acquired from their existing promoters thereby increasing the total controlling stake to 92.15%. Also, as per the scheme of amalgamation, Fem Care Pharma Ltd was amalgamated with the company with effect from April 1, 2009. The scheme became effective on June 18, 2010. During the year 2010-11, the company acquired Turkey's leading personal care products maker Hobi Kosmetik Group through Dabur International Ltd, a wholly owned subsidiary of the company for USD 69 million. In January 2011, they acquired 100% equity in Namaste Laboratories LLC of the 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 for USD 100 million. They launched India's first fruit-flavoured Chyawanprash. Dabur Chyawanprash was launched in Orange and Mango flavoured variants. In the year 2011, the company launched their first-ever online shopping portal www.daburuveda.com. With this, the company is the first Indian FMCG company to launch a dedicated online shopping portal for its beauty products range. The portal will be the online gateway for consumers to know, understand, buy and gift the exclusive Dabur Uveda range of skincare products. The company acquired Ajanta Pharma's over-the-counter energizer brand '30-Plus'. In January 31, 2012, the company's step down subsidiary, Zeki Plastik Imalati Sanayi ve Ticaret Anonim Sirketi merged with another step down subsidiary - Hobi Kozmetik Imalat Sanayi Ve Ticaret Anonim Sirketi. Accordingly, Zeki Plastik Imalati Sanayi ve Ticaret Anonim Sirketi ceased to be the company's step down subsidiary company with effect from January 31, 2012. In 2012, Namaste Cosmeticos Ltd, became new step down subsidiary Company in Brazil. The company also expanded its range of fruit juices viz. Real Activ. In 2013, Dabur Enters Yoghurt Drink Market With Brand Real Activ. The company Expands Skin Care Portfolio and launches Oxy Life Gel Bleach. The company Launches New Fruit Juice Range: Real SupaFruits. Dabur Launches Indias First Oral Health Portal. In 2014, Dabur Launches India's First Ayurvedic Medical Journal. The company also enters Packaged Coconut Water market with Real Activ. In 2015 Dabur India Ltd inked an agreement with Starcom MediaVest Group (SMG). The company has introduced an array of professional salon facial products for men and women under the Oxlife brand. The company also introduced the sugar-free version of its popular ayurvedic product Chyawanprash named Ratnaprash SugarFree. On 12 October 2015, Dabur India announced its entry into the Jasmine Hair Oil category with the launch of Vatika Jasmine Non-Sticky Coconut Hair Oil. The product, developed after extensive research, provides nourishment of coconut oil, jasmine extracts and is enriched with Silicon Oils that helps restore moisture balance in hair and give smooth, manageable less frizzy hair. On 24 February 2016, Dabur India announced that it has inked a license agreement with the Government of India to commercially produce two new Ayurvedic drugs viz. Ayush-64 for treatment of Malaria and Ayush-82 for management of Diabetes. Dabur India also signed a Memorandum of Understanding (MoU) with the Central Council of Research in Ayurvedic Sciences (CCRAS), an apex research body under the Ministry of AYUSH, Government of India, for collaboration and co-operation in pharmaceutical R&D for different novel dosage forms and drug development in Ayurveda. Dabur India Ltd said it is preparing to commercially produce the two new Ayurvedic medicines within the next 6 months and these medicines will be available in various formats. The Ayurvedic formulations for both these medicines were developed by CCRAS. On 1 November 2016, Dabur South Africa (Pty) Ltd announced an agreement with South Africa's CTL Group of Companies to acquire its Personal Care, Hair Care & Creams businesses for 18.8 million ZAR (around USD 1.5 million). Under the agreement, Dabur South Africa (Pty) Ltd - the wholly-owned subsidiary of Dabur International Ltd - will acquire the business of development, manufacturing, packaging and sale of Personal Care products (Hair Care and Creams) of CTL Contracting Proprietary Limited, in addition to certain equipment of Carbotec Laboratories Proprietary Limited and immovable property from CTL Management and Personnel Services Proprietary Limited. Dabur International Ltd is an overseas subsidiary of Dabur India. On 7 February 2017, Dabur India's pure-play beauty retail venture NewU announced the launch of Sri Lanka's Ayurvedic beauty brand Spice Island in India. This marks the Indian entry of Spice Island, which will be available exclusively at NewU outlets across the country, and will feature a range of premium Skin Care, Bath & Body Care and Hair Care products. On 14 March 2017, Dabur India announced the launch of first-ever Mobile Honey-Testing Lab in India. This unique on-the-go lab has been designed specially to check raw Honey at source to reduce adulteration in honey and ensure that purity is maintained. On 29 March 2017, Dabur India announced the commissioning of its new manufacturing facility in Tezpur, Assam. The plant, set up with an investment of Rs 250 crore, is the most modern and environment friendly manufacturing facility in the consumer goods industry in India. The manufacturing facility, located in Balipara Industrial area, will manufacture the entire range of Dabur's Ayurvedic Medicines, Health Supplements, Hair Oils, Shampoos, Toothpastes, Skin Care and Home Care products. The new facility has been constructed in a record time of eight months since its ground-breaking in July 2016 and will house the most modern production lines for consumer products in India. The state-of-the-art manufacturing facility is spread over 30 acres of land and is expected to give a quantum leap to the capacity of Dabur India to meet the growing demand for its products. On 26 September 2017, Dabur India announced its alliance with Amazon to take its products global. Dabur's collaboration with Amazon will help it expand and increase its product penetration into the US market. Under this collaboration, Amazon will help Dabur take around 30 products from its popular range such as, Vatika hair oil, Meswak toothpaste, Red toothpaste, Chyawanprash to name a few, to consumers in the US. Along with the existing wide range, Dabur will also offer an exclusive range of products specially created for Amazon's global customers. As part of this association, Amazon through its Global Selling Program will provide an avenue to Dabur to take its vast range of well-known and sough-after ayurvedic and natural products to millions of global customers on Amazon.com in the US and eventually across other Amazon marketplaces.

Dabur India Ltd Chairman Speech

Dear Shareholders,

This is my first letter to all our esteemed shareholders, as Chairman of the Board of Directors of Dabur India Ltd. I am honoured and humbled as I write to you at the end of another eventful year in the history of Dabur. During the year 2018-19, your Company delivered a good performance with double-digit growth in its revenue while increasing its market share in highly competitive product categories.

The year would also go down in Dabur's corporate history as one of transition with Mr. Sunil Duggal stepping down as CEO of the company, after a highly successful tenure of more than 17 years. It would probably be one of the smoothest transitions ever witnessed in the history of Corporate India with Mr. Duggal handing over the baton to successor Mr. Mohit Malhotra, who has been a part of the Dabur family for over two decades now.

It was a proud moment for me personally to see a home-grown young leader take charge at the helm of the company at the end of a structured succession planning process. This gives further credence to our commitment to professional management and adherence to the highest corporate governance standards.

On the business front, we successfully navigated a rapidly changing regulatory landscape and intense competition in India, besides severe geopolitical headwinds and currency devaluations in parts of our international business. Despite these challenges, we succeeded in delivering a strong operating performance.

During the year under review, our Consolidated Revenue grew by 11% to ^ 8,533 Crore from ^ 7,748 Crore in the previous year, while Profit After Tax was up 6.5% to Rs. 1,442 Crore. We invested strongly behind our business infrastructure to drive strong revenue growth, due to which our operating costs were a tad higher during the year.

The year also saw Dabur enhance its distribution footprint to 6.7 million retail outlets across the country, with direct retail coverage increasing to 1.1 million. Direct coverage indicates the retail outlets which are serviced through our own network of sales personnel and distributors. The Company also expanded its presence through newer distribution channels such as Modern Trade and E-commerce. We consolidated our rural reach by strengthening the front-end teams and super-stockist and sub-stockist network. The year also marked the implementation of Project Lakshya, an initiative aimed at improving our value chain and front-end efficiencies in addition to making our supply chain future ready.

Ayurveda and Nature continue to be game changers in the consumer goods space, occupying prime space in the consumer's minds. As the pioneer of Ayurveda-based consumer products, Dabur continues to innovate and improvise the product offerings to delight our consumers, across generations.

To further enhance engagement in this space, we pioneered the concept of ‘Samvaad', a forum to discuss Ayurvedic products, processes and new developments in this field. The company organised a number of Health Camps and participated in Doctor Meets to display the efficacy ofour products. We have also made rapid strides in our mission to not just protect but augment the population of rare herbs and medicinal plants through sustainable cultivation. Under our biodiversity initiative, we distributed nearly 17.50 lakh saplings of medicinal herbs free of cost to farmers across the country, encouraging them to take up cultivation of herbs as an additional income generation activity. Today, we have over 6,100 acres of land under cultivation of rare herbs and medicinal plants in India and Nepal.

Dabur has also been taking the lead in Plastic Waste Management as part of our mission to protect the environment and leave a greener planet for future generations. During the year 2018-19, Dabur has collected and recycled/processed near 4,000 MT of post-consumer plastic waste, which is around 20% of our plastic waste generation. This initiative, which was rolled out in six states during the year, is now being extended to cover 25 states across India and our endeavor is to recycle and treat hundred percent of the post usage plastic waste. This signifies our commitment to reducing the impact of our business on environment and be a responsible corporate citizen.

The Company also continues to make efforts to improve the lives ofthe communities around us by supporting education, sanitation and health care through our community outreach programmes.

As we move forward, we will continue to focus on building brands and meet the ever-changing needs of our consumers with innovative and relevant product offerings. We also remain committed in our endeavour to further strengthen the Company's financial position while continuing to make strategic investments to enhance our market leadership.

It is my honour and privilege to be at the helm as the Chairman of the Company, and I will do my utmost to live up to the responsibilities that come with this role. Looking forward to fiscal 2020 on a note of optimism, I would like to thank our nearly 7,500 employees worldwide for their sincere efforts and contribution to the growth and success of the company.

I would also like to thank our suppliers, consumers, distributors, partners and, above all, our shareholders for their continuing faith and confidence in the company. We value your trust in our company and your confidence in our leadership to set a solid, stable course for the future. Dabur is all set for an exciting future with a clear vision to create value for our consumers, shareholders and investors.

Sincerely,

Mr. Amit Burman

Chairman

   

Dabur India Ltd Company History

Dabur India Ltd is one of the leading FMCG Companies in India. The company is also a world leader in Ayurveda with a portfolio of over 250 Herbal/Ayurvedic products. They operate in key consumer products categories like Hair Care, Oral Care, Health Care, Skin Care, Home Care and Foods. The company's FMCG portfolio includes five flagship brands with distinct brand identities, Dabur as the master brand for natural healthcare products, Vatika for premium personal care, Hajmola for digestives, Real for fruit juices and beverages and Fem for fairness bleaches and skin care products. The company operates through three business units, namely consumer care division (CCD), international business division (IBD) and consumer health division (CHD). Their CCD business is divided into four key portfolios: healthcare, personal care, home care and foods. Their CHD business offers a range of healthcare products. Their IBD business includes brands, such as Dabur Amla and Vatika. The company has 20 state-of-the-art manufacturing facilities spread across the globe. Of these, 12 production facilities are located in India with key manufacturing locations being Baddi (Himachal Pradesh) and Pantnagar (Uttaranchal) besides seven factories located at Sahibabad (Uttar Pradesh), Jammu, Silvassa, Alwar, Katni, Narendrapur, Pithampur and Nasik. The Foods business is serviced by manufacturing facilities at Newai (Rajasthan) and Siliguri (West Bengal). Outside India, the company has manufacturing facilities in Dubai, Sharjah, Ras-al- Khaimah, Egypt, Nigeria, Nepal and Bangladesh. The company has a wide distribution network, covering 6 million retail outlets with a high penetration in both urban and rural markets. Their products also have a huge presence in the overseas markets and are available in over 120 countries across the globe. Their brands are highly popular in the Middle East, SAARC countries, Africa, US, Europe and Russia. Dabur's overseas revenue accounts for over 30% of the total turnover. Dabur India Ltd was incorporated on September 16, 1975 for manufacture of high-grade edible & industrial guargum powder and its sophisticated derivatives. In the year 1978, the company launched Hajmola tablet, an Ayurvedic medicine used as a digestive aid. In the year 1979, they set Dabur Research Foundation. Also, they commenced commercial production at the most modern herbal medicines plant in Sahibabad. In the year 1986, the company was converted into a public limited company. In the year 1988, they launched the pharmaceutical medicines. In the year 1989, the company converted the Ayurvedic digestive formulation into a children's fun product with the launch of Hajmola Candy. In the year 1992, they launched a new range of coconut oil under the brand name 'Anmol'. Also, they developed Dab 10, an intermediate for anti-cancer drug namely Taxol. The company entered into a joint venture agreement with Guldenhorst BV Netherland to form a company for manufacture and marketing of all types of bubble gum, chewing gum, toffees, chocolate, cocoa related products and sugar based spreading creams etc. In the year 1994, the company entered into capital market with their public issue. Also, they entered into oncology segment during the year. In the year 1996, the company entered into foods business with the launch of Real Fruit Juice, the first local brand of 100% pure natural fruit juices made to international standards. In 1997, the company set up a new manufacturing unit with a high degree of automation at Baddi (H.P.) to produce company's well-known brands, namely Chyawanprash, Janma Ghunti, Ayurvedic Oils and Asva-Arishtas. In the year 1998, Burman family handed over management of the company to professionals. The company signed a joint venture with Bongrain International SA of France to form a new company under the name of Dabon International Ltd. In the year 1999, the company entered into an agreement with their Spanish partner Agrolimen to offload their 49% stake in the joint venture company General De Confiteria India Ltd in favour of an Agrolimen group company. In the year 2000, the company launched Efarelle Comfort, a natural menstrual pain reliever. Also, the company's ayurvedic specialties division launched plain isabgol husk under the brand name Nature Care. In the year 2001, the company entered into the highly specialized area of cancer therapy. In the year 2003, the company demerged their pharmaceuticals business from the FMCG business into a separate company as part of plans to provider greater focus to both the businesses. With this, the company now largely comprises of the FMCG business that include personal care products, healthcare products and Ayurvedic Specialities, while the Pharmaceuticals business would include Allopathic, Oncology formulations and Bulk Drugs. Dabur Oncology Plc, a subsidiary of Dabur India, would also be part of the Pharmaceutical business. Also, they made a tie up with Free Markets Inc for using leading edge technologies to execute online markets for its procurement needs. In the year 2005, the company acquired Balsara's Hygiene and Home products businesses, a leading provider of Oral Care and Household Care products in the Indian market for the consideration of Rs 143-crore all-cash deal. In the year 2006, Besta Cosmetics Ltd was amalgamated with the company with effect from April 1, 2006. Also, the company incorporated a subsidiary company under the name Asian Consumer Care Pakistan Pvt Ltd to sell FMCG products in Pakistan. In the year 2007, Dabur Foods Ltd was amalgamated with the company with effect from April 1, 2007 to extract synergies and unlock operational efficiencies. During the year 2009-10, the company acquired 20% of the equity share capital of Fem Care Pharma Limited (FEM) from the public shareholders, in addition to the controlling stake of 72.15% acquired from their existing promoters thereby increasing the total controlling stake to 92.15%. Also, as per the scheme of amalgamation, Fem Care Pharma Ltd was amalgamated with the company with effect from April 1, 2009. The scheme became effective on June 18, 2010. During the year 2010-11, the company acquired Turkey's leading personal care products maker Hobi Kosmetik Group through Dabur International Ltd, a wholly owned subsidiary of the company for USD 69 million. In January 2011, they acquired 100% equity in Namaste Laboratories LLC of the 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 for USD 100 million. They launched India's first fruit-flavoured Chyawanprash. Dabur Chyawanprash was launched in Orange and Mango flavoured variants. In the year 2011, the company launched their first-ever online shopping portal www.daburuveda.com. With this, the company is the first Indian FMCG company to launch a dedicated online shopping portal for its beauty products range. The portal will be the online gateway for consumers to know, understand, buy and gift the exclusive Dabur Uveda range of skincare products. The company acquired Ajanta Pharma's over-the-counter energizer brand '30-Plus'. In January 31, 2012, the company's step down subsidiary, Zeki Plastik Imalati Sanayi ve Ticaret Anonim Sirketi merged with another step down subsidiary - Hobi Kozmetik Imalat Sanayi Ve Ticaret Anonim Sirketi. Accordingly, Zeki Plastik Imalati Sanayi ve Ticaret Anonim Sirketi ceased to be the company's step down subsidiary company with effect from January 31, 2012. In 2012, Namaste Cosmeticos Ltd, became new step down subsidiary Company in Brazil. The company also expanded its range of fruit juices viz. Real Activ. In 2013, Dabur Enters Yoghurt Drink Market With Brand Real Activ. The company Expands Skin Care Portfolio and launches Oxy Life Gel Bleach. The company Launches New Fruit Juice Range: Real SupaFruits. Dabur Launches Indias First Oral Health Portal. In 2014, Dabur Launches India's First Ayurvedic Medical Journal. The company also enters Packaged Coconut Water market with Real Activ. In 2015 Dabur India Ltd inked an agreement with Starcom MediaVest Group (SMG). The company has introduced an array of professional salon facial products for men and women under the Oxlife brand. The company also introduced the sugar-free version of its popular ayurvedic product Chyawanprash named Ratnaprash SugarFree. On 12 October 2015, Dabur India announced its entry into the Jasmine Hair Oil category with the launch of Vatika Jasmine Non-Sticky Coconut Hair Oil. The product, developed after extensive research, provides nourishment of coconut oil, jasmine extracts and is enriched with Silicon Oils that helps restore moisture balance in hair and give smooth, manageable less frizzy hair. On 24 February 2016, Dabur India announced that it has inked a license agreement with the Government of India to commercially produce two new Ayurvedic drugs viz. Ayush-64 for treatment of Malaria and Ayush-82 for management of Diabetes. Dabur India also signed a Memorandum of Understanding (MoU) with the Central Council of Research in Ayurvedic Sciences (CCRAS), an apex research body under the Ministry of AYUSH, Government of India, for collaboration and co-operation in pharmaceutical R&D for different novel dosage forms and drug development in Ayurveda. Dabur India Ltd said it is preparing to commercially produce the two new Ayurvedic medicines within the next 6 months and these medicines will be available in various formats. The Ayurvedic formulations for both these medicines were developed by CCRAS. On 1 November 2016, Dabur South Africa (Pty) Ltd announced an agreement with South Africa's CTL Group of Companies to acquire its Personal Care, Hair Care & Creams businesses for 18.8 million ZAR (around USD 1.5 million). Under the agreement, Dabur South Africa (Pty) Ltd - the wholly-owned subsidiary of Dabur International Ltd - will acquire the business of development, manufacturing, packaging and sale of Personal Care products (Hair Care and Creams) of CTL Contracting Proprietary Limited, in addition to certain equipment of Carbotec Laboratories Proprietary Limited and immovable property from CTL Management and Personnel Services Proprietary Limited. Dabur International Ltd is an overseas subsidiary of Dabur India. On 7 February 2017, Dabur India's pure-play beauty retail venture NewU announced the launch of Sri Lanka's Ayurvedic beauty brand Spice Island in India. This marks the Indian entry of Spice Island, which will be available exclusively at NewU outlets across the country, and will feature a range of premium Skin Care, Bath & Body Care and Hair Care products. On 14 March 2017, Dabur India announced the launch of first-ever Mobile Honey-Testing Lab in India. This unique on-the-go lab has been designed specially to check raw Honey at source to reduce adulteration in honey and ensure that purity is maintained. On 29 March 2017, Dabur India announced the commissioning of its new manufacturing facility in Tezpur, Assam. The plant, set up with an investment of Rs 250 crore, is the most modern and environment friendly manufacturing facility in the consumer goods industry in India. The manufacturing facility, located in Balipara Industrial area, will manufacture the entire range of Dabur's Ayurvedic Medicines, Health Supplements, Hair Oils, Shampoos, Toothpastes, Skin Care and Home Care products. The new facility has been constructed in a record time of eight months since its ground-breaking in July 2016 and will house the most modern production lines for consumer products in India. The state-of-the-art manufacturing facility is spread over 30 acres of land and is expected to give a quantum leap to the capacity of Dabur India to meet the growing demand for its products. On 26 September 2017, Dabur India announced its alliance with Amazon to take its products global. Dabur's collaboration with Amazon will help it expand and increase its product penetration into the US market. Under this collaboration, Amazon will help Dabur take around 30 products from its popular range such as, Vatika hair oil, Meswak toothpaste, Red toothpaste, Chyawanprash to name a few, to consumers in the US. Along with the existing wide range, Dabur will also offer an exclusive range of products specially created for Amazon's global customers. As part of this association, Amazon through its Global Selling Program will provide an avenue to Dabur to take its vast range of well-known and sough-after ayurvedic and natural products to millions of global customers on Amazon.com in the US and eventually across other Amazon marketplaces.

Dabur India Ltd Directors Reports

To,

The Members,

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

Financial Results

Financial results are presented in the table below:

(Rs. in crores)

Particulars

Consolidated

Standalone

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

Transfer to reserves

There is no amount proposed to be transferred to reserves.

Dividend

The Company has paid an interim dividend of ' 1.25 per share of ' 1/-each fully paid up (being 125%) on November 22, 2018. We are pleased to recommend a dividend of ' 1.50 per share of ' 1/- each fully paid up (being 150%) for the financial year 2018-19. 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 ' 2.75 per share of ' 1/- each fully paid up (being 275%) as against ' 7.50 per share of ' 1/- each fully paid up (being 750%) which included special dividend of ' 5.00 per share (being 500%) declared last year. The dividend payout ratio for the current year, inclusive of corporate tax on dividend distribution is at 46.32%.

Unpaid/ unclaimed Dividend

Pursuant to the provisions of Section 124 (5) of the Companies Act, 2013, Final dividend for the financial year 2010-11 amounting to ' 32,43,976/- and interim dividend for the financial year 2011-12 amounting to ' 29,90,565/- 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 2017-18 (updated up to the date of 43rd AGM held on 26.07.2018) and for interim dividend declared during the financial year 2018-19 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 2018-19, 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 2018-19, upon receipt of written request from you, as a member of the Company.

Full version of the Annual Report 2018-19 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 2018-19 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 2018-19. Consolidated Turnover was ' 8829.22 crores as against ' 8053.52 crores in the previous year. Net Profit after Tax for the year stood at '1442.33 crores as against ' 1354.39 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 a process that aims to allocate corporate resources in a manner that maximizes value for all stakeholders - shareholders, investors, employees, customers, suppliers, environment and the community at large and holds those at the helms to account by evaluating their decisions on transparency, inclusivity, equity and responsibility. Fine corporate governance is an essential standard for establishing the striking investment environment which is needed by competitive companies to gain strong position in efficient financial markets.

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 FY 2018-19, Dabur India Limited has been awarded as the Best Governed Company by ICSI at its 18th National Awards for Excellence in Corporate Governance, for 2018. This is the third year in a row and 5th overall that Dabur has been presented this award by The Institute of Company Secretaries of India (ICSI). Dabur was presented the Award for implementation of exemplary practices in Corporate Governance, Board Structure and Processes, and Disclosure Compliances.

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 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. Amit Burman (DIN: 00042050) and Mr. Mohit Burman (DIN: 0021963), Directors will retire by rotation at the ensuing AGM, and being eligible, offers themselves for re-appointment in accordance with provisions of the Companies Act, 2013.

Pursuant to Section 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014 and Listing Regulations, the Board of Directors of the Company in their meeting held on 31st January, 2019 appointed Mr. Ajit Mohan Sharan (DIN: 02458844) as an Additional Director in the category of Non-Executive Independent Director, subject to approval of shareholders in the ensuing Annual General Meeting, for a term of 5 (five) consecutive years w.e.f. 31st January, 2019. Mr. Sharan has given consent for his appointment. The Company has also received a notice in writing from a member proposing his candidature for the office of Director. Necessary disclosures with respect to his appointment have also been received by the Company.

Further, pursuant to Section 196, 197, 198 and 203 read with Schedule V of the Companies Act, 2013 and rules made thereunder and Listing Regulations, the Board of Directors of the Company in their meeting held on 31st January, 2019 appointed Mr. Mohit Malhotra (DIN: 08346826) as Whole Time Director, designated as Chief Executive Officer (CEO) of the Company. Mr. Mohit Malhotra held the position of CEO- designate up to 31st March, 2019 and thereafter the position of CEO, in place of Mr. Sunil Duggal. Mr. Malhotra's appointment is subject to approval of shareholders in the ensuing Annual General Meeting and other requisite approvals, as may be required. The Company has also received a notice in writing from a member proposing his candidature for the office of Director.

Important changes which have occured after the close of Financial Year

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

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

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

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

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

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 Companies Act, 2013, confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

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

Key Managerial Personnel

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

Mr. P D Narang, Whole Time Director

Mr. Mohit Malhotra, Whole Time Director (Chief Executive officer (CEO)- India Business, as KMP w.e.f. May 1, 2018, Whole Time Director & CEO- designate w.e.f. January 31, 2019 and Whole Time Director & CEO w.e.f. April 1, 2019)

Mr. Lalit Malik, Chief Financial Officer

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

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

Important changes which have occured after the close of Financial Year

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

Policy on Directors' appointment and Policy on Remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the 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/1 1 1972-policy-on-Directors- appointment-and-policy-on-remuneration.pdf.

Particulars of remuneration of Directors/ KMP/ Employees

Disclosures pertaining to remuneration and other details as required under 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, 67,44,864 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 2018-19, 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 2018-19, 4 (four) 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 201819 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 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 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.

Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate dated 1st May, 2019 from the Auditors to the effect, inter-alia, confirming that their appointment continues to be within the limits laid down by the Act, is as per the term provided under the Act, that they are not disqualified for continuing 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 2018-19, which forms part of the Annual Report 2018-19. 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 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 2019-20 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 2017-18, 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 23.08.2018.

Secretarial Auditors and their Report

M/s Chandrasekaran Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2018-19 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 2018-19 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 2019-20. 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 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 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 inbuilt 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 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. 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, had tested the Risk & Control Matrices for various processes as a part of Internal financial control framework. These Risk & Control Matrices were prepared by them during the last financial year.

In line with the Listing Regulations, during the year cyber security risk has been 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. In addition 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 rural, organized retail and ecommerce.

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

In India

• Ethnic Masala Range of Juices in 3 variants - Masala Guava, Masala Pomegranate and Alphonso Mango Nectar

• A new variant of Hajmola called the Hajmola Chat Cola

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

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

• Hridyasava, an Ayurvedic medicine beneficial for heart

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

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

New product launches under International Business: In Overseas markets

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

• Vatika Afro Naturals Range in South Africa

• Olive Oil with Black Castor in South Africa

• ORS Fix-It Range

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

Further updates regarding operational performance and projects undertaken by the subsidiary companies can be referred in the report on highlights of 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, 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.

Change in Capital Structure and Listing of Shares

The paid up share capital of the Company as on 31st March, 2019 is '1,76,62,91,141/- divided into 1,76,62,91,141 equity shares of ' 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 47,70,631 equity shares of '1/- each were allotted under ESOP scheme of the Company and admitted for trading in NSE and BSE.

Important changes which have occured after the close of Financial Year

After the close of Financial Year, on May 31, 2019, 7,64,531 equity shares of '1/- each were allotted under ESOP scheme of the Company and have been admitted for trading on NSE and BSE. Accordingly, the paid up share capital of the Company w.e.f. May 31, 2019 is '1,76,70,55,672/- divided into 1,76,70,55,672 equity shares of ' 1/- each.

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

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

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

Annual Return

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

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

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 2018-19 are provided in the standalone financial statements (refer Note No. 47).

Contracts or arrangements with related parties under Section 188(1) of the 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, 2019 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, 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 Companies Act, 2013 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 Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

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 Financial year 2016-17 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 10' to this report.

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

At Dabur, all employees are of equal value. There is no discrimination 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: 0

• 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.

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

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

INDEPENDENT AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

To the Members of Dabur India Limited

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

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

Management's Responsibility

3. The compliance of conditions of Corporate Governance is the responsibility of the management. This responsibility includes the designing, implementing and maintaining operating effectiveness of internal control to ensure compliance with the conditions of corporate governance as stipulated in the Listing Regulations.

Auditor's Responsibility

4. Pursuant to the requirements of the Listing Regulations, our responsibility is to express a reasonable assurance in the form of an opinion as to whether the Company has complied with the conditions of corporate governance as stated in paragraph 2 above. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

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

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

Opinion

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

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

Restriction on use

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

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

Annexure 2

Policy on Appointment of Board Members

Constitution & Size

Members

• Chairman

• Promoter Family nominee(s)

• Executive members

• Independent members

Profile

• Board should ideally comprise of 12 members

• 50% of members should be independent

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

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

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

• Independent Corporate Governance

• Guiding strategy and Enhancing Shareholders Value

• Monitoring Performance, Management Development & Compensation

• Control & Compliance

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

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

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

• Knowledge of export markets that Dabur is focusing on

• Commodity procurement expert

Board Diversity

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

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

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

Criteria for Determining Independence of a Director

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

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

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

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

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

6. none of whose relatives—

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

Provided that the relative may hold security or interest in the company of face value not exceeding fifty lakh rupees or two per cent. of the paid-up capital of the company, its holding, subsidiary or associate company or such higher sum as may be prescribed;

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

(iii) has given a guarantee or provided any security in connection with the indebtedness of any third person to the company, its holding, subsidiary or associate company or their promoters, or Directors of such holding company, for such amount as may be prescribed during the two immediately preceding financial years or during the current financial year; or

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

7. Neither himself nor any of his relatives -

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

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

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

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

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

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

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

- is a material supplier, service provider, or customer or a lessor or lessee of the company;

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

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

Company is an Independent Director:

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

11. Shall not serve as Independent Director in

- more than 7 listed companies;

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

Remuneration Policy

1. Objective :

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

2. Policy :

Remuneration Design and Mix

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

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

2. Reinforces roles and accountabilities.

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

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

5. Provides salary management guidelines so that decisions are made with confidence, integrity and speed.

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

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

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

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

1. A significant portion of the key talent compensation delivered through restricted ESOP Plans with retention expectations in place to ensure alignment of the executive interest with those of shareholders.

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

3. Utilizes measures that are clear, strategically focused, and easily supported by our systems.

4. Provides suitable rewards to the performer, consistent with our strategy, and reinforce our culture.

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

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

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

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

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

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

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

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

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

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

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

g) Remuneration to Independent Directors:

1. Sitting Fee as approved by the Board.

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

3. No Stock options.

Tools for an effective Remuneration Policy implementation:

1. Remuneration Benchmark studies

2. Compilation of Live data while recruiting talent

3. Talent attrition studies

4. Benchmarking with Best Industry Practices

5. Participation in various forums

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

S.N. Particulars
(i) The Ratio of the remuneration of each Executive Director to the median remuneration of the employees of the company for the financial year. a Mr. Sunil Duggal, Chief Executive Officer 246: 1
b Mr. P D Narang, Whole Time Director 246: 1
c *Mr. Mohit Malhotra, Whole Time Director (CEO Designate) 133.1
(ii) The percentage increase in remuneration of each Executive Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year. a Mr. Sunil Duggal, Chief Executive Officer 10%
b Mr. P D Narang, Whole Time Director 10%
c **Mr. Mohit Malhotra, Whole Time Director (CEO Designate) NA
d Mr. Lalit Malik, Chief Financial Officer 12.20%
e Mr. Ashok Kumar Jain, EVP (Finance) & Company Secretary 8.90%
(iii) The percentage increase in the median remuneration of employees in the financial year. 6.70%
(iv) The number of permanent employees on the rolls of the company. 4,974
(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. The average percentile increase in the managerial remuneration has been 9.9% while for others it is about 9.8%. This is based on Remuneration policy of the Company that rewards people differentially based on their contribution and also ensures that external market competitiveness and internal relativities are taken care of.
(vi) It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

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

NOTES:

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

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

   

Dabur India Ltd Company Background

Amit Burman
Incorporation Year1975
Registered Office8/3,Asaf Ali Road
New Delhi,New Delhi-110002
Telephone91-11-23253488/23276739,Managing Director
Fax91-11-23289142/23221174
Company SecretaryA K Jain
AuditorWalker Chandiok & Co LLP
Face Value1
Market Lot1
ListingBSE,NSE,
RegistrarKFin techologies Pvt Ltd
Karvy Selenium Tow-B,31&32 Financial Dist,Nanakramguda ,Hyderabad-500032

Dabur India Ltd Company Management

Director NameDirector DesignationYear
Amit Burman Chairman 2019
Mohit Burman Vice Chairman 2019
P D Narang Whole-time Director 2019
R C Bhargava Independent Director 2019
P N Vijay Independent Director 2019
S Narayan Independent Director 2019
Ajay Dua Independent Director 2019
A K Jain Company Secretary 2019
Saket Burman Director 2019
Sanjay K Bhattacharrya Independent Director 2019
Falguni Nayar Independent Director 2019
Ajit Mohan Sharan Addtnl Independent Director 2019
Mohit Malhotra Whole-time Director 2019
Aditya Chand Burman Addtnl Non-Executive Director 2019

Dabur India Ltd Listing Information

Listing Information
BSE_500
BSE_FMCG
BSE_100
BSE_200
BSEDOLLEX
NIFTYJR
CNX500
CNX100
CNX_FMCG
CNXCONSUMP
CNX200
BSECARBONE
NFT100EQWT
BSEALLCAP
BSELARGECA
BSEMANUFAC
NFTQULTY30
SENSNEXT50
ESG100
LMI250
BSEDSI
BSEQUI
NFT100LV30

Dabur India Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Sale of Products NA 0006189.54
Other Operating Revenue NA 00083.65
Sale of Services NA 0000
Health Care NA 0000
Home & Personal Care NA 0000
Others NA 0000
Others-Traded NA 0000
Excise Duty NA 0000
Beverages & Culinary NA 0000
Fruits/Nector/Drinks KL 0000
Fruits/Nector/Drinks-Traded KL 0000
Vegetable Pastes MT 0000
Vegetable Pastes - Traded MT 0000
Chywanprash MT 0000
Hair Oils KL 0000
Hair Oils-Traded KL 0000
Hair Oils-Traded (Vatika) KL 0000
Vatika Hair oils KL 0000
Asava-Arishta KL 0000
Hajmola. MT 0000
Honey. MT 0000
Tooth Powder-Ayurvedic-Traded MT 0000
Tooth Powders & Paste MT 0000

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