Emami Ltd Directors Report.

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, 2020.

1. Operations review

The financial year under review was challenging on various accounts. While, the industry had just recovered from the ripple effect of GST implementation and demonetisation, it was faced with an extended liquidity crunch following the fall of two major NBFCs in FY19 and FY20. Consumer spending declined significantly, resulting in weaker GDP growth. This was followed by the outbreak of COVID-19 pandemic across the world, resulting in a complete lockdown in India from the last week of March 2020. This impacted our fourth quarter revenues as a large part of the revenues from our summer portfolio are usually booked in the last fortnight of March. Despite these challenges, the Company reported revenues of Rs 2,65,488 Lac during FY20, a marginal decline of 1.6% over FY19. However, Cash Profit at Rs 63,924 lac grew by 1.7%.

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

To effectively counter the prevailing challenges, the Company strengthened process efficiency through a cost saving project called WoW (War on Waste) by engaging a reputed global consultant to work across functions like media, raw material procurement, production, packaging and supply chain.

Emami reinforced its position as a company that shares rewards liberally when the Board of Directors approved a Rs 192 crore buyback offer at a price not exceeding Rs 300 per share. The

Company believes that this buyback will reduce the number of shares outstanding, enhancing shareholders value.

The Company continued to be a responsible FMCG player and worked on reducing consumption of plastic packaging material. It undertook initiatives which helped to moderate use of fossil fuel and reduce carbon footprint. Besides, the Company took several steps to recycle water in its manufacturing units. The company believes that its business model will be more relevant in a new world facing the challenge of COVID-19 as consumers invest more in hygiene, healthcare and wellness. Emami is positioned to capitalise and resume its multi-year growth journey.

Financial Results H( lac)

Particulars

Standalone

Consolidated

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

2. Changes in the nature of business, if any

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

3. Dividend

The Company has paid 1st interim dividend of 200%, being Rs 2/- per equity share of Rs 1/- each to the shareholders as on its record date i.e. November 15, 2019 and has paid further 2nd interim dividend of 200%, being Rs 2/- per equity share of Rs 1/- each to the shareholders as on its record date i.e. March 27, 2020 for the financial year 2019-20. The total dividend outgo for the

financial year ended March 31, 2020 amounted to Rs 21,889 lac including the dividend distribution tax of Rs 3,732 lac. The dividend payout ratio works out to 75.7%. The said interim dividends would be confirmed in the ensuing Annual General meeting.

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. Share Capital

The Authorised share capital comprises of 50,00,00,000 equity shares of Rs 1/- each (as on

31st March, 2020) and ssued,I Subscribed and Fully Paid up share capital is : 45,39,35,238 equity shares of Rs 1/- each (as on 31st March, 2020).

The Company has bought back 72,35,498 equity shares till 25th June, 2020 from the open market route through the stock exchange mechanism under the ongoing Buyback scheme, out of which 54,85,498 equity shares were extinguished as per the records of the depositories.

7. Buyback of Equity Shares

In line with achieving the overall shareholders value, efficient utilization of surplus Fund, increase Earning per shares and increase in the return on capital & return on net worth, the Board of Directors at its Meeting held on March 19, 2020 approved the Buyback of fully paid-up equity shares of the face value of Rs 1/- (Rupee One Only) of the

Company, each from its shareholders/beneficial owners (other than 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 Rs 19,199.43 lac (Indian Rupees One ninety one crore ninety nine lac and forty three thousand only) and at a price not exceeding INR 300/- (Indian Rupees three hundred Only) per Equity Share, payable in cash.

The Maximum Buyback Size represents 10% and 9.94% 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 as at March 31, 2019.

The Buyback of Equity Shares opened on March 27, 2020 and to be closed by September 26, 2020. As on 25th June, 2020 the Company has bought back 72,35,498 shares out of which 54,85,498 shares have been extinguished.

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 carries out internal audits at all manufacturing locations, offices and sales depots across the country. 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 & Disclosures Requirements) Regulations, 2015 and corporate policies.

Your Companys internal audit department and risk management system have been accredited with ISO 9001:2015 and ISO 31000:2009 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.

9. 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.

10. Subsidiary companies and associate companies

A. 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, 2020, your Company had the following subsidiary companies:

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

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

iii) Emami Indo Lanka (Pvt.) Ltd., Sri Lanka a wholly-owned subsidiary of Emami Limited

iv) Emami Rus (LLC), Russia, 99.99% subsidiary of Emami International FZE

v) Emami Overseas FZE, UAE, wholly-owned subsidiary of Emami International FZE

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

vii) Fravin Pty Ltd., Australia, 85% subsidiary of Emami International FZE

viii) Diamond Bio-tech Laboratories Pty Ltd., Australia, a subsidiary of Fravin Pty Ltd.

ix) Abache Pty Ltd, Australia, a subsidiary of Diamond Bio-tech Laboratories Pty Ltd.

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

Greenlab Organics Limited, a UK-based subsidiary Company of Fravin Pty Ltd., being inoperative since its incorporation has been dissolved during the year under review.

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

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

Emami Bangladesh Ltd.

Emami Bangladesh Ltd., a wholly-owned subsidiary of Emami Limited, was incorporated on November 25, 2004 under the Companies Act of Bangladesh. t is engaged in the manufacture, import and saleI of cosmetics and ayurvedic medicines. It has its manufacturing unit in Dhaka. During the financial year ended March 31, 2020, the Company clocked revenues worth Rs 14,105 lac (previous year Rs 11,136 lac) and profit after tax of Rs 2,634 lac (previous year Rs 2,020 lac).

Emami International FZE

Emami International FZE, a wholly-owned subsidiary of Emami Limited, 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, 2020, the Company clocked revenues worth Rs 17,517 lac (previous year Rs 16,873 lac) and profit/loss after tax of H (4,251) lac [previous year H (674) lac].

Emami Overseas FZE

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

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

Pharma Derm SAE Co.

Pharma Derm SAE Co. is a 90.60% subsidiary of Emami Overseas FZE and 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 due to volatile political and economic conditions in Egypt.

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

Fravin Pty Ltd.

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

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

Diamond Bio Tech Laboratories Pty Ltd.

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

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

Abache Pty Ltd.

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

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

Emami Indo Lanka (Pvt) Ltd.

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

During the period ended March 31, 2020, the Company earned revenues of Rs 1,019 lac (previous year Rs 752 lac) and Profit/(loss) after tax of H (19) Lac, (previous year H (59) lac).

Emami (RUS) LLC

Emami (RUS) LLC a subsidiary of Emami nternationalI FZE, UAE, was incorporated on

14th August, 2018 with an objective of trading of Perfumery, Cosmetics and Pharma products.

During the period ended March 31, 2020, the Company earned Rs 3,654.31 lac revenues and Profit after tax of Rs 23 lac [previous year H (12) lac].

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

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

During the period ended March 31, 2020, the Company earned revenues of Rs 1,073 lac and

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

B. Associate companies

Helios Life Style Private Limited

Helios is engaged in online male grooming sector and during the financial year ended March 31, 2020, earned revenues worth Rs 3,923 lac (previous year Rs 2033 lac) and a profit/(loss) after tax of H

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

Brillare Science Private Limited

Brillare, is engaged in manufacturing of professional saloon products and during the financial year ended March 31, 2020, the Company earned revenues worth Rs 441 lac (previous year Rs 902 lac) and Profit/(loss) after tax of H (355) Lac [previous year H (873) lac].

11. 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.

12. Non-convertible debentures

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

13. Consolidated financial statements

The consolidated financial statements, prepared in accordance with IND-AS110 consolidated financial statements, form part of this Report. The net worth of the consolidated entity as on March 31, 2020, stood at Rs 1,82,375 lac as against Rs 2,07,606 lac at the end of the previous year.

14. Secretarial Standards of ICSI

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

15. Auditors and Auditors Reports

Statutory audit

Your Companys Auditors, M/s. S. R. Batliboi & Co. LLP, Chartered Accountants (firm registration number 301003E/E300005), were appointed as the Statutory Auditors from the conclusion of the 34th Annual General Meeting till the conclusion of the 39th Annual General Meeting of the Company. The Auditors report to the shareholders on the financial statement of the Company for the financial year ended on 31st March 2020 does not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial audit

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 appointed M/s MKB & Associates, Practicing Company Secretaries, as its secretarial auditor to undertake the Secretarial Audit for FY2019-20. 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 same has been intimated to the stock exchanges within the stipulated time.

Cost Auditor

Your Companys cost accountants, M/s. V.K. Jain

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

FY2019-20, and their remuneration was approved during the previous Annual General Meeting.

M/s V.K. Jain & Co, were reappointed as cost auditors for FY2020-21 by the Board of Directors in its meeting held on 26th June, 2020 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. Accordingly, a resolution seeking members ratification for the remuneration payable to them 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.

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. Extract of Annual Returns

The extracts of the annual return in form MGT 9 in terms of provisions ofSection 92, of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is attached herewith and form part of this report, as (Annexure III) and the same can be accessed from the website of the Company by clicking on the following link http://www.emamiltd.in

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.emamiltd.in/holisticliving/pdf/Corporate Social Responsibility Policy of EmamiLtd.pdf

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

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

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

19. Directors and key managerial personnel

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

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

The Company has received declarations from all the Independent Directors that they meet the criteria of independence as prescribed in the Companies Act, 2013 and SEBI Listing Regulations, 2015.

NoneoftheDirectorsoftheCompanyisdisqualified for being 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.

20. Business responsibility report

As required under Regulation 34 of SEBI Listing Regulations 2015, the Business Responsibility

Report of the Company for the financial year ended March 31, 2020 is attached as part of the Annual Report.

21. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy, which is disclosed in (Annexure V). The same is also 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 nsiderI 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 Directorscanbeaccessedat:http://www.emamiltd. in/investor-info/pdf/EmamiLtdFamiliarisation ProgrammeForIndependentDirectors.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, 2015 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 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 NR Committee. The Board members were satisfied with the evaluation process.

24. Number of meetings of the Board

The Board of Directors held five meetings during the year on 27th May 2019, 8th August 2019, 6th November 2019, 7th February 2020 and 19th March 2020. The maximum gap between any two meetings was less than 120 days, as stipulated under SEBI 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 (LODR) 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. 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

Detail 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 Whistle-blower policy (Vigil mechanism) and procedures for its Directors and employees. The details of the same are provided in the Report on Corporate Governance, which forms part of this Report. 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 fulfil 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 and annexed the Directors Report which forms part of the Annual Report (Annexure VI).

29. Related party transactions

All related party transactions entered into by the Company during the financial year were conducted at 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. 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/investorinfo/ index.php#Compliance.

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

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. During the year, the Company has granted loans, provided guarantee and made investment in its wholly owned subsidiary(ies) and other body corporate for their business purpose. The Company has also subscribed to securities of other bodies corporate as strategic investors and the said bodies corporate have issued the said securities for their business purposes. Details of loans granted, guarantee provided and investment made are provided in the notes to the accounts.

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 VII).

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: 2009 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 three complaints out of which two have been redressed as per policy and law and one complaint for which enquiry is under process.

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. 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, 2020, 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, 2020, 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.

37. 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

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