Dabur India Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting the 45th Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended March 31, 2020.

FINANCIAL RESULTS

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

(Rs in crores)

Particulars

consolidated

Standalone

2019-20 2018-19 2019-20 2018-19
Revenue from Operations including other Income 9008.88 8829.22 6586.70 6547.93
Less Expenses:
Cost of goods sold 4360.24 4309.03 3244.70 3257.51
Employee benefits expenses 947.74 937.91 578.26 572.33
Finance cost 49.54 59.58 19.27 29.80
Depreciation and Amortization expenses 220.45 176.90 129.93 108.83
Other Expenses 1603.26 1546.55 1106.07 1076.11
total Expenses 7181.23 7029.97 5078.23 5044.58
Profit before share of profit from joint venture and exceptional items 1827.65 1799.25 NA NA
Share of profit of Joint Venture (0.01) 0.96 NA NA
Profit before exceptional items and tax 1827.64 1800.21 1508.47 1503.35
Exceptional items 100.00 75.34 100 0
Profit before tax 1727.64 1724.87 1408.47 1503.35
Tax expense 279.72 278.62 238.12 239.06
Net Profit for the year 1447.92 1446.25 1170.35 1264.29
Net profit attributable to -
Owners of the Holding Company 1444.96 1442.33 NA NA
Non-Controlling interest 2.96 3.92 NA NA

TRANSFER TO RESERVES

There is no amount proposed to be transferred to reserves.

DIVIDEND

The Company has paid an interim dividend of Rs 1.40 per share of Rs 1/-each fully paid up (being 140%) on November 25, 2019. We are pleased to recommend a dividend of Rs 1.60 per share of Rs 1/- each fully paid up (being 160%) for the financial year 2019-20. The dividend recommended, if approved by the members, will be paid to members within the period stipulated by the Companies Act, 2013 (hereinafter referred to as Act). The aggregate dividend for the year will amount to Rs 3.00 per share of Rs 1/- each fully paid up (being 300%) as against Rs 2.75 per share of Rs 1/- each fully paid up (being 275%) declared last year. The dividend payout ratio for the current year, inclusive of corporate tax on dividend distribution is at 49.64%. The dividend recommended is in accordance with the Companys Dividend Distribution Policy.

Dividend Distribution Policy

To bring transparency in the matter of declaration of dividend and protect the interests of investors, Dabur had in place a Dividend Policy since long. The Policy was revised in Financial year 2016-17 in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) and the Act and has been displayed on the Companys website at www.dabur.com . The Policy is attached as Annexure 1 to this report.

Unpaid/ unclaimed Dividend

Pursuant to the provisions of Section 124 (5) of the Act, Final dividend for the financial year 2011-12 amounting to Rs 42,99,831/- and interim dividend for the financial year 2012-13 amounting to Rs 35,78,935/- 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 2018-19 [updated up to the date of 44th Annual general meeting (AGM) held on 30.08.2019] and for interim dividend declared during the financial year 2019-20 is available on Companys website www.dabur.com . Shareholders are requested to check the said lists and if any dividend due to them remains unpaid in the said lists, can approach the Company for release of their unpaid dividend.

FINANCIAL STATEMENTS

In accordance with the Ministry of Corporate Affairs ("MCA") circular dated May 5, 2020 read with circulars dated April 8, 2020 and April 13, 2020, the Annual Report 2019-20 containing complete Balance Sheet, Statement of Profit & Loss, other

statements and notes thereto, including consolidated financial statements, prepared as per the requirements of Schedule III to the Act, Directors Report (including Integrated Reporting and Management Discussion & Analysis and Corporate Governance Report) is being sent via email to all shareholders who have provided their email address(es).

The Annual Report 2019-20 is also available at the Companys website at www.dabur.com .

Consolidated Financial Statements

In compliance with the applicable provisions of Act including the Accounting Standard Ind AS 110 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2019-20. Consolidated Turnover was Rs 9008.88 crores as against Rs 8829.22 crores in the previous year. Net Profit after Tax for the year stood at Rs 1444.96 crores as against Rs 1442.33 crores in the previous year.

OPERATIONS AND BUSINESS PERFORMANCE

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

CORPORATE GOVERNANCE

Good governance practices forms part of business strategy at Dabur. The Company is committed to focus on long term value creation and protecting stakeholders interests by applying proper care, skill and diligence to business decisions. Apart from adhering to the requirements set by Government regulations the Company has also implemented several best governance practices. Recently the Company has also formulated a Policy on Group Governance to monitor governance of its unlisted subsidiaries across the globe.

The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is attached as Annexure 2 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 Companys short term bank facility credit rated as A1+ by CRISIL, has been reaffirmed. The rating of A1+ for Commercial Paper has also been reaffirmed by CRISIL. This highest rating of A1 + indicates a very strong degree of safety with regard to timely payment of interest & principal. Such instruments carry lowest credit risk.

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

DIRECTORS

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Amit Burman (DIN: 00042050) and Mr. Saket Burman (DIN: 05208674), directors will retire by rotation at the ensuing AGM, and being eligible, offers themselves for re-appointment in accordance with provisions of the Act. The Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRC") has recommended their re-appointment.

Dr. Anand Chand Burman, stepped down from the office of Chairman and Director of the Company post Board meeting held on 19th July, 2019. The Board places on record its deep appreciation for the guidance, support and leadership provided by Dr. Anand Burman during his tenure as Chairman and also the amazing growth recorded by the Company in India and International arena. Upon request of the Board Dr. Anand Burman was appointed as Honorary advisor to the Board and shall be permanent invitee for all future Board meetings.

Mr. Sunil Duggal, resigned from executive position w.e.f. 16th May, 2019 and resigned from the office of director post Board Meeting held on 19th July, 2019. The Board places on record its high degree of appreciation for the valuable and excellent contribution made by him during his tenure in the Company.

Chairman & vice Chairman

Consequent upon stepping down of Dr. Anand Chand Burman, Mr. Amit Burman (DIN: 00042050), Vice Chairman was appointed as Chairman and Mr. Mohit Burman (DIN: 00021963) was appointed as Vice Chairman of the Company for a period of 5 (five) years. Both are from Non Executive Promoter Director category.

As per Section 149 of the Act, the Board of Directors has, on recommendation of NRC, re-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, 2019 and Mrs. Falguni Sanjay Nayar (DIN: 00003633) as Non-Executive Independent Director of the Company w.e.f. 28th July, 2019 for a second term of 5 (five) consecutive years. All re-appointments were approved by shareholders in the AGM held on 30th August, 2019. Mr. Ajit Mohan Sharan (DIN: 02458844) who was appointed as Non-Executive Independent Director w.e.f. 31st January, 2019 for a first term of 5 (five) consecutive years, was also approved by shareholders in the AGM held on 30th August, 2019.

Pursuant to Section 149, 152 and other applicable provisions of the Act, Companies (Appointment and Qualification of Directors) Rules, 2014 and Listing Regulations, the Board of Directors, upon recommendation of NRC, in their meeting held on 19th July, 2019 had appointed Mr. Aditya Burman (DIN:00042277) as an Additional Director in the category of Non-Executive Promoter Director, which was approved by the shareholders in AGM held on 30th August, 2019.

Further, pursuant to Section 196, 197, 198 and 203 read with Schedule V of the Act and rules made there under and Listing Regulations, Mr. Mohit Malhotra (DIN: 08346826) who was appointed as Whole Time Director w.e.f. 31st January, 2019, designated as Chief Executive Officer (CEO) was approved by Shareholders of the Company in the AGM held on 30th August, 2019. Approval of Central Government has also been received for his appointment as such.

A brief resume of the Directors being re-appointed by way of retirement by rotation, the nature of expertise in specific functional areas, names of companies in which they hold directorships, committee memberships/ chairmanships, their shareholding in the Company, etc., have been furnished in the explanatory statement to the notice of the ensuing AGM. The NRC and the Board of Directors of the Company recommend their re-appointment at the ensuing AGM.

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Act confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. The Company has also received from them declaration of compliance of Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the ‘Indian Institute of Corporate Affairs at Manesar, for inclusion/ renewal of name in the data bank of Independent Directors. With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed/re-appointed during the Financial year 201920, the Board of Directors have taken on record the declarations and confirmations submitted by the independent directors and is of the opinion that all the Independent Directors are persons of integrity and possesses relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of the Company. With regard to proficiency of the Independent Directors, ascertained from

the online proficiency self-assessment test conducted by the institute, as notified under Sub-Section (1) of Section 150 of the Act, the Board of Directors have taken on record the declarations submitted by Independent Directors that they are exempt from appearing in the test or that they will comply with the applicable law before the prescribed timeline.

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

Key Managerial Personnel

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

Mr. P D Narang, Whole Time Director

Mr. Mohit Malhotra, Whole Time Director & Chief Executive officer Mr. Lalit Malik, Chief Financial Officer

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

Policy on Directors appointment and Policy on remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Act, the policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, KMP and other employees is attached as Annexure 3 & 4 respectively to this report. The same are also available on the website of the Company at www.dabur.com at weblink https://www.dabur.com/img/upload- files/111972-appointment-and-remuneration-policy.pdf

Particulars of remuneration of Directors/ KMP/ Employees

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

Employees Stock Option Plan

During the year, 537533 options in 4 tranches were granted to eligible employees of the Company in terms of Employees Stock Option Plan (Dabur ESOP 2000).

During the financial year 2019-20, 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

Performance Evaluation of the Board, its Committees and Individual Directors

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its NRC, 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 201920 in accordance with the framework. The details of evaluation process of the Board, its Committees and individual directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

Directors Responsibility Statement

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

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

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

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

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

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

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

statutory auditors and their report

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act, and rules made thereunder, M/s. Walker Chandiok & Co LLP, Chartered

Accountants, (Firm Registration No. 001076N/ N500013) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 42nd AGM held on 26th July, 2017 until the conclusion of 47th AGM of the Company to be held in the calendar year 2022.

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

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

Report of Statutory Auditors

M/s. Walker Chandiok & Co LLP, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2019-20, which forms part of the Annual Report 2019-20. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation from the Board of Directors.

cost auditors and their report

As per Section 148 of the Act read with Companies (Cost Records and Audit) Rules 2014, M/s Ramanath Iyer & Company, Cost Accountants, (Firms Membership No. 000019) have been re-appointed as Cost Auditors for the financial year 2020-21 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

The Cost Audit Report for the financial year 2018-19, 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 14.08.2019.

There were no observations (including any qualification, reservation, adverse remark or disclaimer) of the Cost Auditors in the Report issued by them for the financial year 2018-19 which call for any explanation from the Board of Directors.

SECRETARIAL AUDITORS AND THEIR REPORT

M/s Chandrasekaran Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2019-20 pursuant to Section 204 of the Act. The

Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as Annexure 6 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 2019-20 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 2020-21. They have confirmed that they are eligible for the said appointment.

INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5)(e) of the Act the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys 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 Companys IFC system also comprises due compliances with Companys policies and Standard Operating Procedures (SOPs) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from Pricewaterhouse Coopers Pvt. Ltd., the Internal Auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board.

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

Adequacy of Internal Financial Controls with reference to the financial statements

The Act re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards Report.

To ensure effective Internal Financial Controls the Company has laid down the following measures:

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

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

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

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

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

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

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

• The Companys 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.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

Dabur has in place comprehensive risk assessment and minimization

procedures, which are reviewed by the Board periodically. The Risk

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

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

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

Covid -19 is an unprecedented risk and it has severely affected all the key dimensions of business operations both at national level and international level since March 2020. Nation wide lockdowns were announced across the world to minimize its impact. Currently, restrictions are being relaxed in a phased manner. Huge financial stimulus package has been announced by Indian government to support the economy. However, situation is still far from normal and uncertainty prevails over future.

This has resulted in impact of INR 360 crore on top line and INR 115 crore on bottom line during Q4 FY 2019-20. Covid-19 has impacted various key functions viz. Marketing, Human Resource, Finance function, Procurement function, Sales and Marketing Function, Manufacturing and plant operations, supply chain and logistics, Information Technology, etc. But with effective mitigation strategy put in place quickly, Dabur has been able to minimize this impact to a great extent. Daburs COVID Management Strategy has covered - Employee well being, Brand Building, Driving Sales Growth, Streamlining supply chain and Community Welfare. Many new products across Healthcare, Home and Personal care and Foods categories have been launched targeting the growing consumer need for Immunity-boosters and Hygiene products. Dabur will continue taking steps to mitigate the impact of Covid-19.

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

NATURE OF BUSINESS

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

Dabur has a diverse portfolio consisting of a number of brands and sub-brands across the three verticals of Home and Personal care, Healthcare and Foods. 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 organized retail and ecommerce.

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

During fiscal 2019-20 the following new products were launched:

In India:

• Ethnic Masala Range of Juices in 2 additional variants - Masala Mixed Fruit and Masala Aam Panna

• Real Mixed Berries Juice

• Real Aloe Vera Kiwi Juice

• Real Fruit ORS

• Real Koolerz - INR 10 SKU of mango drink

• Babool Ayurvedic Toothpaste

• Dabur Glucoplus C - Mango Flavour

• Amla Kids Hair Oil and Shampoo

• Range of 7 Ayurvedic Single Herb Churnaswhich includes three Immunity-boosters like GiloyChurna, AmlaChurna and Ashwagandha Churna. The other products in this range are Hareetaki (Harad) Churna, Neem Churna, Arjun ChhalChurna and Brahmi Churna

• Fem Fruit Creme Bleach

• Nature Care Kabz Over for treatment of constipation

• A new variant of Hajmola called the HajmolaChatpati Hing

• Two new fragrances in Odonil Aerosol - Floral Bliss and Ocean Breeze

• Dabur ArshoghaniVati, an Ayurvedic medicine beneficial for treatment of piles

• Dabur Tulsi drops

• Dabur Immunity Kit

• Dabur Amla Juice

• Dabur Giloy-Neem-Tulsi Juice

• Dabur Hand Sanitize

• Dabur &Dazzl Surface Sanitizers

• Odonil Air Sanitizer

During the year, the Company focused on its power brands - Dabur Chyawanprash, Dabur Honey, Dabur Lal Tail, Dabur

Honitus, Pudin Hara, Dabur Red Paste, Dabur Amla Hair Oil, Real and Vatika. This led to strong growth in these brands in the first 11 months of the fiscal. The last month of the fiscal was impacted on account of the corona virus pandemic and associated lockdowns in India, which impacted the sales significantly.

In terms of distribution, the Company increased its direct reach from 1.1 million to 1.2 million, taking the total reach to 6.7 million outlets. Through its initiatives, it also saw strong growth in both Modern Trade and E-commerce channels. It expanded the village coverage to 55000 villages from 44,000 villages at the start of the year. This expansion in reach along with relevant portfolio has helped to increase penetration and post strong growth in rural areas.

In continuation of the region-focused and analytics-based initiative, RISE, the Company captured the insights and ideas from the 12 clusters of India and based on these insights launched the following products:

• Real Fruit ORS was initially launched in North East and after witnessing strong demand for this product, it was expanded to pan-India

• Anmol Green in Tamil Nadu to adhere to the region specific colour coding for hair oils

In addition to the product launches, it also stepped up on regional communication by partnering for events in particular geographies, communicating in region specific languages and partnering with regional celebrities for its products.

As the Company move along the course of RISE, it will continue to launch products and initiatives with different propositions and characteristics which are closer to the consumers pulse in the respective markets.

During the year the company witnessed considerable improvements in its supply chain through project ‘Lakshya which entailed 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 also reduced the number of C&FAs from 32 to 26 as part of this initiative.

New product launches under International Business:

In Overseas markets

• VatikaMenz Hair Tonic

• Dabur Amla Keratin Serum

• Dabur Herbolene Natural Jelly

• Real Juices in UAE, Japan and Bahrain

• Vatika Hair Wax

• ORS Olive Oil Fix-It Range

• Vatika Hair Food

• Dabur Honitus Herbal Lozenges in UAE

• Sea Salt Spray under the Hobby brand in Turkey

• Kids Hair Gel under the Hobby brand in Turkey

• BB Weightless Hair Mousse under the Hobby brand in Turkey

• Dabur Organic Virgin Coconut Oil in GCC

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

SUBSIDIARIES

Dabur Tunisie, a step down wholly owned subsidiary company which was decided to be dissolved during the financial year 17-18, is under process of liquidation and is expected to be completed by December, 2020.

Excel Investments (FZC) (previously FZE), in Sharjah, UAE, had become a step down subsidiary company of Dabur India Limited w.e.f. 20th August, 2019 upon acquisition of management control of this new subsidiary by Dabur International Limited (a wholly owned subsidiary of Dabur India Limited).

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

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

In terms of provisions of Section 136 of the Act, separate audited accounts of the subsidiary companies shall be available on website of the Company at www.dabur.com .

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

Pursuant to Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company is attached as Annexure 7 to this report.

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

Details of policy developed and implemented on Corporate social Responsibilities (csR) initiatives

The Company has in place a CSR policy in line with Schedule VII of the Act. As per the policy the CSR activities are focused not just around the plants and offices of the Company, but also in other 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 8 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, 2020 is Rs 1,76,70,63,892/- divided into 1767063892 equity shares of Rs 1/- each. The Companys equity shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). During the year 772751 equity shares of Rs 1/- each were allotted under ESOP scheme of the Company and admitted for trading on NSE and BSE.

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

Material changes and commitments affecting the financial position of the Company

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

DISCLOSURES

Number of Meetings of the Board

During the Financial Year 2019-20, 5 (five) number of Board Meetings were held. For details thereof kindly refer to the section Board of Directors- Number of Board Meetings, in the Corporate Governance Report.

Disclosure on Audit committee

The Audit Committee as on March 31, 2020 comprises of the following independent directors:

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

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

Conservation of Energy, Technology Absorption, Foreign exchange earnings and Outgo

Pursuant to provisions of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of

Conservation of Energy, Technology Absorption, Foreign Exchange

Earnings and Outgo are attached as Annexure 9 to this report.

Environmental, Health and Safety (EHS) Review

Details with respect to Environmental, Health and Safety (EHS) review are attached as Annexure 10 to this report.

Annual Return

The extract of Annual Return as on March 31, 2020 in the prescribed Form No. MGT-9, pursuant to Section 92 of the Act is available on the website of the Company at www.dabur.com at the link https://www.dabur.com/in/en-us/investor/investor- information/annual-return .

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

Particulars of loans, guarantees and investments under Section 186 of the Act as at the end of the Financial Year 2019-20 are provided in the standalone financial statements (refer Note No. 47).

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

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

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

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

Disclosure on Public Deposits

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

Disclosure on Vigil Mechanism

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

Disclosure on Cost Records

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

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

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

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

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

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

The Direct Touch (Whistle-Blower & Protection Policy) policy also provides a platform to all employees for reporting unethical

business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The policy also includes misconduct with respect to discrimination or sexual harassment.

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

• No. of complaints received: 0

• No. of complaints disposed of: NA

• No. of complaints pending: 0

Significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and companys 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 Companys operations in future.

secretarial standards

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

industrial relations

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

acknowledgements

Your Directors place on record their gratitude to the Central Government, State Governments and Companys 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 : 30 July, 2020 DIN:00042050