Emami Director Discussions


It gives me great pleasure to share with you the performance of your Company along with audited accounts for the financial year ended March 31, 2023. In compliance with the applicable provisions of Companies Act, 2013, ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the financial year from April 1, 2022 to March 31, 2023.

1. Operational Review

During the year under review, the demand environment continued to remain challenging with the FMCG sector impacted by an unprecedented inflation leading to rural slowdown, liquidity pressure and subdued consumer sentiment.

The year also witnessed significant corrections in two categories - pain management and Healthcare - that enjoyed a high revenue base during the pandemic year. This, along with high input costs and favourable portfolio mix last year impacted margins.

Further, a warmer winter season impacted the sales of winter portfolio in Q3FY23 and unseasonal rains across the country impacted the loading of summer products in Q4FY23. In the given macroeconomic environment, the Company posted Revenues of Rs. 3,406 cr. which was 7% higher than the previous year.

Most of the Companys major brands increased their household penetration levels during the year under review. Sustained interventions and marketing efforts ensured that they further cemented their leadership positions in their respective categories. Major brands like Navratna grew by 6%, Male Grooming range grew by 4%, 7 Oils in One grew by 10% and BoroPlus and Kesh King grew by 1% respectively.

Pain Management range and Healthcare range, being COVID contextual categories witnessed corrections during the year, however on a 4 year CAGR basis, Pain Management range grew by 6% and Healthcare range grew by 8%.

During the year under review, the newly acquired brand Dermicool was integrated from April 1,2022 and Helios Lifestyle which operates under the brand "The Man Company" became the Companys subsidiary with effect from July 1,2022

Further, the Company launched more than 20 products in FY23, with a majority being digital first launches on its D2C portal Zanducare.

The Companys Modern Trade and E-Commerce channels continued to grow strongly during the year. While Modern Trade grew by 37%, it increased its contribution to domestic business by 220 bps to 9.3%. E-Commerce sales also increased by 82% increasing its contribution to domestic business by 400 bps to 9.3%.

Over the past 2 years, the Company embarked on a journey under "Project KHOJ" to double its rural coverage adding ~ 20,000 rural towns & villages, taking its overall footprint to 52,000 such rural villages. In FY24, the Company plans to add further 8,000 villages to reach its target of 60,000 villages. This rural expansion is getting digitized and geocoded at the same time giving the organization a wealth of rural retail level behaviour and buying patterns to ensure higher service levels.

The Companys International business continued its stellar performance growing by 20% in FY23 despite of high inflation and several key markets facing challenges like currency depreciation in Bangladesh, economic crisis in Sri Lanka, forex & liquidity crisis in Nepal and ongoing political conflict in CIS countries etc. This was made possible only on account of strong brand building activities across key geographies.

During the financial year, Gross Margins at 64.7% declined by 160 bps on account of higher input costs and favourable portfolio mix in the base year. EBIDTA margins excluding strategic investments at 26.7% are close to pre-COVID levels and including strategic investments, they stand at 25.2%. PAT before MAT credit entitlement of earlier years at Rs. 627 Cr grew by 4% over previous year and by 20% on a 4 year CAGR basis.

Financial results for the year under review are summarised below:

Financial results

(Rs. lacs)

Particulars

Standalone

Consolidated

2022-23 2021-22 2022-23 2021-22

Operating income

2,90,683 2,86,687 3,40,573 3,19,203

Profit before interest, depreciation and taxation

82,544 1,02,012 93,168 1,04,762

Interest

373 345 739 507

Depreciation and amortisation

21,538 32,761 24,725 33,478

Profit Before Tax and Exceptional Items

60,633 68,906 67,704 70,777

Exceptional Items

- - - 518

Profit before taxation

60,633 68,906 67,704 70,259

Less: Provision for taxation

- Current tax

11,077 12,209 12,678 13,539

- Deferred tax ( net )

760 438 90 404

-MAT credit entitlement

(8,554) (28,809) (8,554) (28,809)

Profit after taxation

57,350 85,068 63,490 85,125

Non-controlling interest

- - (1216) (232)

Profit after minority interest

57,350 85,068 64,706 85,357

Share of profit/(loss) of associate

- - (750) (1,458)

Profit for the year

57,350 85,068 63,956 83,899

Balance brought forward

1,16,684 67,182 1,15,830 67,646

Profit available for appropriation

1,74,034 1,52,250 1,79,786 1,51,545

Appropriation

Effects of adoption of new accounting standard , i.e, Ind AS 115

- -

Interim dividend

35,292 35,561 35,292 35,561

Corporate dividend tax

- -

Re-measurement of net defined benefit plans (net of tax)

72 5 -29 154

Acquisition of Non-controlling interests

- - 515 -

Balance carried forward

1,38,670 1,16,684 1,44,008 1,15,830

Total

1,74,034 1,52,250 1,79,786 1,51,545

2. Changes in the nature of business, if any

There has been no change in the nature of business of the Company during the financial year 2022-2023.

3. Dividend

During the year under review, the Company has paid two Interim Dividends aggregating to Rs. 8/- per share of Re. 1/- each. The two interim dividends so paid will be placed for confirmation by the members at the ensuing AGM. The total dividend outgo for the financial year ended March 31, 2023 amounted to Rs. 35,292 lacs and dividend pay-out ratio works out to 55.17%. The dividend pay-out is in accordance with the Companys Dividend Distribution Policy. The Policy is available on the Companys website www.emamiltd.in.

4. Transfer to reserve

Your Directors do not propose to transfer any amount to the general reserve.

5. Material changes and commitments

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

6. Buyback of Equity Shares

The Board of Directors at its Meeting held on March 24, 2023 approved the Buyback of equity shares from its shareholders/beneficial owners (other than those who are promoters, members of the promoter group or persons in control), from the open market through stock exchange mechanism for an aggregate amount not exceeding INR 18,600

lacs (Rupees Eighteen Thousand Six Hundred Lakh Only) which represented 9.94% and 9.99% of the aggregate of the total paid-up capital and free reserves of the Company based on the audited standalone and consolidated financial statements of the Company respectively as at March 31, 2022.

The Buyback process commenced on April 13,2023 and would tentatively close on July 19, 2023. The Company has bought back 17,26,508 equity shares till May 24, 2023 pursuant to the buyback offer by utilizing a sum of Rs. 65,59,44,574 (Rupees Sixty-Five Crores Fifty-Nine Lakhs Forty-Four Thousand Five Hundred and Seventy-Four Only) which represents 35.26% of the Maximum Buyback Size. The Company has completed the process of extinguishment of 7,41,881 Equity Shares bought back under the Buyback Process so far.

7. Share Capital

As on March 31, 2023 the authorised share capital of the company is 50,00,00,000 equity shares of Re. 1 each and the issued, subscribed and fully paid-up share capital of the company is 44,11,50,000 equity shares of Re. 1 each. There has been no change in the Capital during the year.

8. Internal control systems and their adequacy

Your Company has in place an adequate system of internal controls commensurate with its size, requirements and the nature of operations. These systems are designed keeping in view the nature of activities carried out at each location and various business operations.

Your Companys in-house internal audit department alongwith other audit firms carries out internal audits at all manufacturing locations, offices and sales depots across the country and overseas. The objective is to assess the existence, adequacy and operation of financial and operating controls set up by the Company and to ensure compliance with the Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and corporate policies.

Your Companys internal audit department and risk management system have been accredited with ISO 9001:2015 and ISO 31000:2018 certifications, respectively.

A summary of all significant findings by the audit department along with the follow-up actions undertaken thereafter is placed before the Audit Committee for review. The Audit Committee reviews the comprehensiveness and effectiveness of the report and provides valuable suggestions and keeps the Board of Directors informed about its major observations, from time to time.

Internal financial controls

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

9. Subsidiary companies, joint ventures and associate companies

Subsidiary companies

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the report on performance and financial position of subsidiaries is included in the Consolidated Financial Statements of the Company. The Company has a policy for determining the materiality of a subsidiary, which is available at www.emamiltd.in/investor-info/pdf/Policy-for- Determining-Materiality-of subsidiaries.pdf. As of March 31, 2023, your Company had the following subsidiary companies:

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

ii) Emami Lanka (Pvt.) Ltd., Sri Lanka., wholly- owned subsidiary of Emami Limited;

iii) Emami International FZE, UAE, wholly-owned subsidiary of Emami Limited;

iv) Creme 21, GmbH, wholly-owned subsidiary of Emami International FZE;

v) Emami International Personal Care Trading LLC- Dubai, a wholly-owned subsidiary of Emami international FZE;

vi) Emami Rus (LLC), Russia, a 99.99% subsidiary of Emami International FZE;

vii) Emami Overseas FZE, UAE., wholly-owned subsidiary of Emami International FZE;

viii) Pharma Derm SAE Co, Egypt, a 90.60% subsidiary of Emami Overseas FZE;

ix) Brillare Science Pvt. Ltd., an 82.92% subsidiary of Emami Ltd;

x) Helios Lifestyle Private Limited, a 50.40% subsidiary of Emami Limited.

In compliance with IND - AS -110, your Company has prepared its consolidated financial statements, which forms part of this Annual Report. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a separate statement containing the salient features of the subsidiary companies in the prescribed form (AOC-1) is a part of the consolidated financial statements. The accounts of the subsidiary companies will be available to any member seeking such information at any point of time. The financial statements of the Company along with the accounts of the subsidiaries will be available at the website of the Company, www. emamiltd.in, and kept open for inspection at the registered office of the Company.

Brief financial and operational details of the subsidiary companies are provided hereunder:

Emami Bangladesh Ltd., Bangladesh

Emami Bangladesh Ltd., was incorporated on November 25, 2004 under the Companies Act of Bangladesh. It is engaged in the manufacture, import and sale of cosmetics and ayurvedic medicines from its unit in Dhaka. During the financial year ended March 31, 2023, the Company clocked revenues worth Rs. 17,824 lacs (previous year Rs. 15,501 lacs) and profit after tax of Rs. 3,875 lacs (previous year Rs. 2,597 lacs).

Emami Lanka (Pvt) Ltd., Sri Lanka

Emami Lanka (Pvt) Ltd., Sri Lanka was incorporated on June 27, 2017, with an objective of tapping the potential of the local market. It started manufacturing locally through a contract manufacturer. During the financial year 2021-2022 name of the Company had been changed from Emami Indo Lanka (Pvt) Ltd. to Emami Lanka (Pvt) Ltd.

During the period ended March 31, 2023, the Company earned revenues of Rs. 852 lacs (previous year Rs. 1,785 lacs) and Profit/(loss) after tax of Rs. (53) Lacs {previous year Rs. (174) lacs}.

Emami International FZE

Emami International FZE, was incorporated on November 12, 2005 in the Hamriyah Free Zone, Sharjah, UAE and is governed by the rules and regulations laid down by the Hamriyah Free Zone Authority. It is engaged in the business of purchasing and selling cosmetics and ayurvedic medicines.

During the financial year ended March 31, 2023, the Company clocked revenues worth Rs. 23,479 lacs (previous year Rs. 21,450 lacs) and profit/loss after tax of Rs. 1,465 lacs (previous year Rs. 1,079 lacs).

Creme 21, GmbH (Formerly Known as Fentus 113. GmbH)

Fentus 113 GmbH. Germany, was incorporated on January 3, 2019. It is engaged in the business of manufacturing skin care products.

During the period ended March 31, 2023, the Company earned revenues of Rs 80 lacs [previous year Rs. 985 lacs] and Profit after tax of Rs. (17) Lacs [previous year Rs. (1) lacs].

Emami International Personal Care Trading LLC- UAE

Emami International Personal Care Trading LLC- UAE, was incorporated on January 28, 2022. It has become the Wholly Owned Subsidiary of Emami international FZE w.e.f. February 15, 2022. It is enaged in the trading business of FMCG products.

During the period ended March 31, 2023, the Company earned revenues of Rs. 3,588 lacs (previous year Rs. Nil) and Profit/(loss) after tax of Rs. (677) Lacs [previous year Rs. (4) lacs].

Emami (RUS) LLC

Emami (RUS) LLC was incorporated on August 14, 2018 with an objective of trading of Perfumery products, Cosmetics and Pharma products.

During the period ended March 31, 2023, the Company earned revenues of Rs. 6,254 lacs [previous year Rs. 3,415 lacs] and Profit/(loss) after tax of Rs. 699 lacs [previous year Rs. (758) Lacs ]

Emami Overseas FZE

Emami Overseas FZE was incorporated on November 25, 2010. It is the holding company of Pharma Derm S. A. E. Co. in Egypt.

During the financial year ended March 31, 2023, the Company recorded nil revenues and Pro fit/(loss) after tax of Rs. (2) lacs [previous year profit of Rs. (8) lac].

Pharma Derm S. A. E. Co.

Pharma Derm S. A. E. Co. was registered on September 6, 1998 under the relevant Companies Act of Egypt.

The Company was acquired to manufacture pharmaceuticals, disinfectants, cosmetics, chemicals, among others as a subsidiary of Emami Overseas FZE in FY 2010-11. The Company has not yet commenced operations.

During the financial year ended March 31, 2023, the Company recorded nil revenues (previous year Rs. NIL) and profit/ (loss) after tax of Rs. (836) lacs [previous year Rs. (225) lacs].

Brillare Science Private Limited

Brillare Science Private Limited has become a subsidiary of Emami Limited w.e.f. October 1, 2021.

It is engaged in the manufacturing of professional salon products and during the financial year ended

March 31, 2023, the Company earned revenues worth Rs. 1,958 lacs (previous year Rs. 1,772 lac) and Profit/(loss) after tax of Rs. (1,133) Lacs [previous year Rs. (495) lacs].

Helios Lifestyle Private Limited

Helios Lifestyle Private Limited has become a subsidiary of Emami Limited w.e.f 1st July, 2022.

It is engaged in online male grooming sector and during the financial year ended March 31, 2023, earned revenues worth Rs. 11,500 lacs (previous year Rs. 8,278 lacs) and a profit/(loss) after tax of Rs. (2,204) lacs {previous year Rs. (2,701) lacs}.

Associate companies

Tru Native F&B Pvt Ltd.

The Company made strategic investment in Tru Native F&B Pvt Ltd on March 5, 2022. The current strategic investment in Tru Native F & B Pvt. Ltd., is equivalent to 20.65% of its paid up capital on fully diluted basis. Tru Native is a smart nutrition company dedicated to empowering health and fitness enthusiasts with affordable and healthy food & nutrition options.

During the financial year ended March 31, 2023, the Company earned revenues worth Rs 324 lacs (Previous year Rs. 62 lacs) and a profit/(loss) after tax of Rs. (421) lacs (previous year Rs. (117) lacs).

Cannis Lupus Services India Pvt Ltd.

The Company has made strategic investment in Cannis Lupus Services India Pvt Ltd on 21st July, 2022. The current strategic investment in Cannis Lupus Services India Pvt. Ltd. is equivalent to 30% of its paid up capital on fully diluted basis. Cannis Lupus is a pet-care start- up offering Ayurvedic / herbal remedies for pets under the brand "Fur Ball Story".

During the financial year ended March 31, 2023, the Company earned revenues worth Rs 46 lacs (Previous year Rs, 22 lacs) and a profit/(loss) after tax of Rs. (123) lacs (previous year Rs. 5 lacs).

10. Public Deposits

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

11. Non-convertible debentures

The Company did not issue any non-convertible debentures during the financial year 2022-23.

12. Consolidated financial statements

The consolidated financial statements, prepared in accordance with (Ind AS 110) consolidated financial statements, form part of this Report. The net worth of the consolidated entity as on March 31, 2023, stood at Rs. 2,30,280 lacs as against Rs. 2,07,659 lacs at the end of the previous year.

13. Compliance with Secretarial Standards of ICSI

The Ministry of Corporate Affairs has mandated SS-1 and SS-2 with respect to board meetings and general meetings respectively. The Company has ensured compliance with the same.

14. Transfer of Unclaimed Dividend and Unclaimed shares

The details relating to unclaimed dividend and unclaimed shares forms part of the Corporate Governance Report forming part of this report.

15. Auditors and Auditors Reports Statutory auditor

Your Companys Statutory Auditors, M/s. S. R. Batliboi & Co. LLP, Chartered Accountants (FRN :301003E/E300005), were re-appointed as the Statutory Auditors of the Company for a second term of consecutive five years from the conclusion of 39th Annual General meeting till the conclusion of 44th Annual General Meeting.

The Auditors report on the standalone & consolidated financial statement of the Company for the financial year ended on March 31, 2023 does not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s MKB & Associates, Practicing Company Secretaries (FRN: P2010WB042700) as its secretarial auditor to undertake the Secretarial Audit for FY 2022-2023.

The secretarial audit report certified by the secretarial auditors, in the specified form MR-3 is annexed herewith and forms part of this report (Annexure I). The secretarial audit report does not contain any qualifications, reservations or adverse remarks. Furthermore, the Secretarial Auditor M/s MKB & Associates, Practicing Company Secretaries,

have also certified the compliance as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same has been intimated to the stock exchanges within the stipulated time.

Cost Auditor

The Companys Cost Auditors, M/s. V.K. Jain & Co. (FRN: 00049), were appointed by the Board of Directors at its meeting held on May 13, 2022 to audit the cost accounting records, as may be applicable to the Company for FY 2022-23 and their remuneration was approved during the previous Annual General Meeting.

As per the requirements of section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts and records in respect of the applicable products for the year ended March 31, 2023.

M/s V. K. Jain & Co has been re-appointed as cost auditors for FY 2023-24 by the Board of Directors in its meeting held on May 25, 2023 and the remuneration payable to the cost auditors is required to be placed before the members in the ensuing Annual General Meeting for their ratification. M/s V. K. Jain & Co. have given their consent to act as Cost Auditors and confirmed that their appointment is within the limits of the section 139 of the Companies Act, 2013.

Accordingly, a resolution seeking members ratification for the remuneration payable to the Cost Auditor is included in the notice convening the Annual General Meeting. The Board recommends the same for approval by members at the ensuing Annual General Meeting.

Pursuant to Companies (Cost Records and Audit) Rules, 2014, the Cost Audit Report for the financial year March 31, 2022 was filed with the Ministry of Corporate Affairs within prescribed time.

16. Conservation of energy, technology and exchange outgo

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with the provisions of Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is annexed herewith and forms part of this Report. (Annexure II).

17. Annual Return

In terms of Section 92(3) the Companies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014, a copy of the Annual Return of the Company for the financial year ended on March 31, 2023 is available on the website of the Company at the link http://www.emamiltd.in/ investor-info/index.php#Compliance

18. Corporate Social Responsibility

Corporate social responsibility forms an integral part of your Companys business activities. The Company carries out its corporate social responsibility initiatives not just in letter but also in spirit and thus has touched thousands of lives across India.

In compliance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted a CSR policy, which is available at: http:// www.emamiitd.in/holisticlivina/pdf/CorporateSocial Responsibility Policy of EmamiLtd.pdf

The Report on CSR expenditures during the FY 202223 is annexed herewith and forms part of this report (Annexure III).

The Company spent Rs. 1059.20 lacs on CSR activities during the year against obligation of Rs. 1023.93 lacs including Rs. 40 lacs which has been deposited into separate bank account towards its on-going project. Also, there is an excess spent of Rs. 7.07 lacs during the year under review which is available for set off in the succeeding Financial Year.

19. Directors and Key Managerial Personnel

In accordance with provisions of Section 152 of the Companies Act 2013 read with Rules made thereunder, Shri Sushil Kumar Goenka (DIN: 00149916), Shri Harsha Vardhan Agarwal (DIN: 00150089) and Shri Aditya Vardhan Agarwal (DIN: 00149717) are liable to retire by rotation at the 40th Annual General Meeting and being eligible, offer themselves for re-appointment.

The first term of appointment of Smt. Mamta Binani & Shri Debabrata Sarkar as Independent Directors of the Company will also be completed on October 28, 2023 and on February 20, 2024 respectively. Considering their skills, expertise and contribution and based on the recommendation of the Nomination and Remuneration Committee, the Board has proposed their re-appointment for a second term of five consecutive years commencing from October 29, 2023 and February 21, 2024 respectively based on the approval of the Shareholders by way of Special Resolution at the ensuing Annual General Meeting.

The above proposed re-appointment of Independent Directors is as per the Board Diversity Policy of the Company.

Pursuant to section 149 of the Companies Act, 2013 (as amended) and Regulation 25(8) of SEBI Listing Regulations, 2015 the Company has received declarations from all the Independent Directors that they have met the criteria of Independence.

None of the Directors of the Company is disqualified for being appointed/re-appointed as Director, as specified under section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

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

The existing Company Secretary, Shri A.K. Joshis term is going to complete at the end of closing hours of May 31, 2023 (on his retirement). Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors has appointed Shri Sandeep Kumar Sultania as Company Secretary & Compliance Officer of the Company with effect from June 01, 2023.

20. Business Responsibility and Sustainability Report

As required under Regulation 34 of SEBI Listing Regulations 2015, the Business Responsibility and Sustainability Report of the Company for the financial year ended March 31, 2023 is attached as part of the Annual Report.

21. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy, which has been displayed on the website of the Company, http://www.emamiltd.in/ investor-info/pdf /Dividend Distribution Policy Emamiltd.pdf.

22. Board induction, training and familiarisation programme for Independent Directors

Prior to the appointment of an Independent Director, the Company sends him/her a formal invitation along with a detailed note on the profile of the Company, the Board structure and other relevant information. At the time of appointment of the Director, a formal letter of appointment which inter alia explains the role, functions, and responsibilities expected of him/her as a Director of the Company is given. The role, functions, and responsibilities of the Director are also explained in detail and informed about the various compliances required from him/ her as a Director under the various provisions of the Companies Act 2013, SEBI Listing Regulations, 2015, SEBI (Prohibition of Insider Trading) Regulations, 2015, the Code of Conduct of the Company and other relevant regulations.

A Director, upon appointment, is formally inducted to the Board. In order to familiarise the Independent Directors about the various business drivers, they are updated through presentations at Board Meetings about the performance and financials of the Company. They are also provided presentations about the business and operations of the Company from time to time.

The Directors are also updated on the changes in relevant corporate laws relating to their roles and responsibilities as Directors. The details of the Board familiarisation programme for the Independent Directors can be accessed at: http : //www. emamiltd. in/investorinfo/ pdf/EmamiLtdFamiliarisationProgramme ForIndependentDirectors.pdf

23. Performance evaluation

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with rules made thereunder, Regulation 17(10) of the SEBI Listing Regulations and the Guidance note on Board evaluation issued by SEBI vide its circular dated January 5, 2017, the Company has framed a policy for evaluating the annual performance of its Directors, Chairman, the Board as a whole, and the various Board Committees. The Nomination and Remuneration Committee of the Company has laid down parameters for performance evaluation in the policy.

The Board also evaluated the performance of each of the Directors, the Chairman, the Board as a whole and all committees of the Board. The process of evaluation is carried out in accordance with the Board Evaluation Policy of the Company and as per the criteria laid down by the Nomination & Remuneration Committee.

24. Number of meetings of the Board

The Board of Directors held five meetings during the year on May 13, 2022, July 29, 2022, November 11,2022, February 3, 2023 and March 24, 2023. The maximum gap between any two meetings was less than 120 days, as stipulated under SEBIs Listing Regulations, 2015. The details of Board Meetings held and attendance of Directors are provided in the Report on Corporate Governance forming part of this report.

25. Committees of the Board

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

I. Audit Committee

II. Nomination and Remuneration Committee

III. Share Transfer Committee

IV. Stakeholders Relationship Committee

V. Finance Committee

VI. Corporate Governance Committee

VII. Corporate Social Responsibility Committee

VIII. Risk Management committee

IX. Shares Buy-back Committee

Details of all the above Committees along with composition and meetings held during the year under review are provided in the Report on Corporate Governance forming part of this Report.

26. Separate meeting of Independent Directors

Details of the separate meeting of the Independent Directors held and attendance of Independent Directors therein are provided in the Report on Corporate Governance forming part of this Report.

27. Whistle-blower policy

The Company has established an effective Whistleblower policy (Vigil mechanism) and procedures for its Directors and employees. The details of the same are provided in the Corporate Governance Report, which forms part of the Annual Report. The vigil mechanism of the Company provides for adequate safeguards against victimization of Directors, employees and third parties who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

The policy on vigil mechanism may be accessed on the Companys website at: http://www.emamiltd.in/ investor-info/pdf/WhistleBlowerPolicyEmami.pdf.

28. Remuneration policy

The remuneration policy of the Company aims to attract, retain and motivate qualified people at the executive and Board levels. The remuneration policy seeks to employ people who not only fulfill the eligibility criteria but also have the attributes needed to fit into the corporate culture of the Company. The remuneration policy seeks to provide well-balanced and performance-related compensation packages, taking into account industry standards and relevant regulations.

The remuneration policy ensures that the remuneration to the directors, key managerial personnel and the senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals. The remuneration policy is consistent with the pay-for-performance principle.

The Companys policy on remuneration and appointment of Board members as mentioned in the Remuneration Policy have been disclosed on the Companys website: http://www.emamiltd.in/ investor-info/index.php#Compliance

29. Related party transactions

All related party transactions entered into by the Company during the financial year were conducted in the normal course of business on an arms length basis. No material contracts or arrangements with related parties were entered into during the year under review.

Accordingly, disclosure of Related Party Transaction as required under Section 134(3)(h) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in form AOC-2 is not applicable.

During the year, the Audit Committee had granted an omnibus approval for transactions, which were repetitive in nature for one financial year. All such omnibus approvals were reviewed by the Audit Committee on a quarterly basis. All related party transactions were placed in the meetings of Audit Committee and the Board of Directors for the necessary review and approval. The Company has developed and adopted relevant SOPs for the purpose of monitoring and controlling such transactions.

Your Companys policy for transactions with the related party which was reviewed by the Audit Committee and approved by the Board, can be accessed at: http://www.emamiltd.in/investor-info/ pdf/PolicyforTransactionswithRelatedParties.pdf.

30. Particulars of loans, guarantees and investments

Particulars of loans, guarantees and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 are given in the notes to financial statements. The Company has granted loans, provided guarantee and made investment in its wholly owned subsidiary(ies) / associate(s) and other body corporate for their business purpose. The Company also holds securities of other body corporates as strategic investor.

31. Particulars of employees and managerial remuneration

The information of employees and managerial remuneration, as required under Section 197(2) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, and other details are annexed herewith and forms part of this Report. (Annexure IV)

32. Management discussion and analysis and Corporate Governance Report

As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations 2015, Management Discussion Analysis, Corporate Governance Practices followed by your Company, together with a certificate from the Companys auditors confirming compliance of conditions of Corporate Governance are an integral part of this Report.

33. Risk management system

The Company has developed and implemented a risk management policy which is periodically reviewed by the management. The system also complies with the requirements laid down under the ISO 31000: 2018 norms.

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

34. Prevention of sexual harassment at workplace

Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action.

As per the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), your Company has established a policy to prevent sexual harassment of its women employees. The policy allows every employee to freely report any such act with the assurance of prompt action to be taken thereon. The policy lays down severe punishment for any such act. The Company has complied with provisions relating to the constitution of internal complaints committee under POSH. During the year under review, the company has received one complaint under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and it has been resolved. There is no pending case at any of the business places of the Company.

Several initiatives were undertaken during the year to demonstrate the Companys zero tolerance philosophy against discrimination and sexual harassment including awareness programme, which included creation and dissemination of comprehensive and easy-to-understand training and communication material.

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

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

36. Other Confirmations

During the year under review, the Company filed an application before the Honble National Company Law Tribunal, Mumbai Bench (NCLT) to initiate corporate insolvency resolution process under the Insolvency and Bankruptcy Code, 2016 (Code) against Future Retail Limited, C.P (IB) No. 638 of 2022 for recovery of dues which is pending as on 31st March, 2023. Further, there are no instances of one-time settlement with any Bank or Financial Institutions.

37. Directors Responsibility Statement

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

I. In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and no material departures have been made;

II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2023, and of the profit of the Company for the year ended on that date;

III. The Directors have 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;

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

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

VI. The Directors have devised a proper system to ensure compliance with the provisions of all applicable laws and that the same are adequate and operating effectively

38. Acknowledgements

Your Directors would like to acknowledge and place on record their sincere appreciation of all stakeholders - shareholders, bankers, dealers, vendors and other business partners for the unstinted support received from them during

the year under review. Your Directors recognise and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board R.S. Goenka

Place: Kolkata Chairman

Date: May 25, 2023 (DIN - 00152880)