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 MarcRs 31, 2021.

1. Operations Review

The financial year under review continued to remain challenging. While, the industry had just recovered from the ripple effects of GST implementation and demonetisation, it faced a daunting task of not only trying to overcome an extended liquidity crunch but an unprecedented and unexpected onslaught of Covid-19 led pandemic across the world, resulting in a complete lockdown across the country in the first quarter of FY21.

Companys operations until the first fortnight of April witnessed significant disruptions affecting the pre-season sale of the Companys summer products, thereby impacting the overall business. Further, a decline in consumption was also witnessed due to rising unemployment which in turn led to a significant drop in demand from low-income groups. This led to a consumer shift towards more essential products like food and groceries, affecting the sale of niche and discretionary products manufactured by the Company.

To ensure safety of employees, the Company implemented "Work from Home" policy and temporarily suspended manufacturing operations at the units. However, production later commenced in phased manner in accordance with Governments advisory for Industrial operations with limited manpower maintaining covid safety protocols such as social distancing.

Despite the severe impact of the unprecedented nation-wide lockdown on the offtakes in April, which led to disruptions in the supply chain, the Company faced the challenges head-on and tweaked their strategies to suit the dynamic environment in order to ensure that the sales improved and grew on a Y-o-Y basis June onwards. Thereafter the company bounced back strongly and closed the year with a 8% growth in revenues (despite a 26% decline in Q1FY21).

During the year, the Companys major brands like Zandu Healthcare range grew by 45%, Pain Management brands grew by 23%, Kesh King range grew by 15%, BoroPlus range grew by 15% and 7 Oils in One grew by 10%. However, Navratna declined by 8% on account of loss of sales during peak season in the midst of nationwide lockdown.

The companys leading male grooming brand, Fair and Handsome had not performed well in the last financial year due to liquidity crunch, lower disposable incomes and increased preference for facial hair within the age group of 20 to 29 years (moderating surface application area by 25-30%). The company undertook corrective actions and relaunched the brand in Q3FY21 around a new re-positioning strategy comprising revamped formulation, packaging and communication. The products were renamed as Fair and Handsome Radiance Cream and Fair and Handsome Instant Radiance Face Wash and a new differentiated packaging design was introduced for Fair and Handsome Facewash in line with Mens Face Wash category codes. The result is that although Fair and Handsome declined by 19% in FY21, the brand reported attractive growth of 18% in RS 2FY21.

The pandemic also highlighted the necessity & importance of health and hygiene which the consumer trend reflected based on buying patterns. The company took cognizance of the same and introduced more than 50 new products and variants, majorly in the health and hygiene categories during the year. BoroPlus, with its nation-wide strong brand equity for its antiseptic and germ protection properties introduced a personal hygiene range consisting of Hand Sanitizer, Antiseptic Soap, Antiseptic Handwash, Hygiene Liquid and Body wash which received a very encouraging market response. Under the Zandu Healthcare range, the company introduced Zandu Ayurvedic Sanitizer, Zandu Ortho Vedic Pain relief oil, Zandu Ayush Kwath Powder, Zandu Single herbs range, Zandu Immu Soft Chews, Zandu Health Juices, Zandu Tulsi and Haldi Drops, among others. The company also forayed into the home hygiene category and launched a new brand "EMASOL" which offers a complete range of home hygiene products, with the unique proposition of 24 hr protection. The Emasol range included a Disinfectant Floor Cleaner, Disinfectant Toilet Cleaner, Disinfectant Bathroom Cleaner, Antibacterial Dish Wash Gel and an All Purpose Sanitizer. The initial consumer response to the just launched brand looks promising.

The current Pandemic also brought heightened awareness and relevance of Ayurvedic immunity boosters like Chyavanprash, Honey, etc. which led to increased consumer household penetration & consumption of the products. The company also launched "Immune India offer" to make Zandu Immunity boosters affordable to a large section of Indians and help them build their immunity levels in the COVID pandemic environment. The Zandu Immunity booster range registered a robust 113% growth during the year.

During the year, all the sales channels posted convincing growth. New age channels like Modern Trade grew by 15% and e-commerce channel grew by more than 3 times during the year and increased its contribution by 190bps to 2.9% of domestic business in FY21. Modern Trade independent stores, also known as Standalone self-service stores grew very well post COVID. The Company created a separate organization structure and activation programmes to drive offtakes of new launches as well as higher margin on larger packs. The company also launched its very own e-commerce portal www.zanducare.com, as a brand store for Zandu Healthcare products. The portal caters to the e-commerce audience with existing as well as newly launched and digital first multiple e-commerce specific products and offers free doctor consultation facility for consumers. Within a short span of its launch, the portal received wide acceptance and appreciation by the consumers and has been ranked as #1 portal in India in the health and alternative health and remedy category by Similarweb.

During the year, the company roped in Bollywood superstar Salman Khan to endorse Navratna and Fair and Handsome. The new commercials with Salman Khan generated good consumer traction for the brands. The company also roped in Indian cricketer Shikhar Dhawan to endorse EMASOL range of home hygiene products and Bollywood stars Juhi Chawla and Ayushmann Khurrana to endorse BoroPlus range of hygiene products. The Company also launched a digital campaign with Salman Khan for Navratna Oil, which was a run-away success garnering an overall 5.8 million videos created by the participants, with video views of 4.6 billion. Further, digital campaigns for Zandu Balms, BoroPlus Hand Sanitizer and Zandu Healthcare range on various social media platforms also garnered very encouraging consumer response.

To augment the current distribution strength, the company outlined a clear strategy to drive growth aggressively in the rural market. Digitalisation of Rural Salesforce (Launch of Rural SFA) was completed successfully during the year, enabling the Rural sales team to capture all market orders digitally & manage sub stockist inventories. The company has also embarked on a focussed rural expansion drive under Project Khoj through expansion of rural footprint in the top 4 potential rural contributing States.

The companys international business on net sales reported an impressive growth of 12.1%, driven by strong performance across key markets and introduction of the hygiene range. Further, the strategy of identifying & tapping opportunities in markets that has high hair oil usage, with brands like Kesh King & 7 Oils in One paid off well in International markets. During the year, 7 Oils in One became one of the largest selling brands in the International markets after the Company launched 7 new variants under the brand and initiated a media campaign with a Bangladesh based celebrity, Ms. Bidya Sinha (Mim). The recently acquired German brand, Creme 21 was extended to North America, Bangladesh, Sri Lanka and other international markets performing exceptionally well during the year. During the year, the company significantly improved its profitability and margins due to benign raw material costs and strict cost controls. The Company strengthened process efficiency through a cost saving project called WoW (War on Waste) across functions like media, raw material procurement, production, packaging and supply chain. In FY21, Gross Margins at 67.7% grew by 70bps. EBIDTA at RS 883.1 crore, grew by 27.9% and EBIDTA margins which are at an all-time high of 30.7% grew by 470 bps. Profit after Tax at RS 458.9 crore grew by 48.8% with margins at 15.9% increasing by 430 bps and Cash Profits at RS 821.7 crore also grew by 28.5% times with margins at 28.5% increasing by 440 bps.

The company rewarded its shareholders handsomely during the year by announcing dividends amounting to RS 8/- per share. The Company also completed a buyback acquiring 94.2 lacs shares for RS 192 crore in FY21. Post buyback, the promoter stake now stands at 53.86%. The Companys performance was also reflected in the stock price, which grew by nearly 3 times during the year.

The Company continued to be a responsible FMCG player growing sustainably. The company supported community building and worked on reducing consumption of natural resources. The company spent RS 7.8 crore on CSR, touching the lives of 33,718 individuals. The company also undertook initiatives that helped to moderate use of fossil fuel, reduce carbon footprint, recycle water in its manufacturing process. The company believes that its evolved business model will be more relevant in a new world facing the challenge of COVID-19 as the pandemic has driven the consumers to shift focus towards hygiene, healthcare and wellness.

Financial results

( Rs in Lacs)
Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Operating income 2,58,228 2,38,992 2,88,053 2,65,488
Profit before interest, depreciation and taxation 94,737 68,612 95,332 74,762
Interest 1,201 1,890 1,327 2,101
Depreciation and amortisation 36,114 32,610 36,695 33,633
Profit Before Tax and Exceptional Items 57,422 34,111 57,310 39,027
Exceptional Items - 326 - 1,068
Profit before taxation 57,422 33,786 57,310 37,959
Less: Provision for taxation
- Current tax 10,034 6,427 11,474 7,984
- Deferred tax (net) (125) (1,553) (53) (857)
-MAT credit entitlement - - - -
Profit after taxation 47,513 28,912 48,889 30,832
Share of minority interest - - 1 (61)
Profit after minority interest 47,513 28,912 45,888 30,893
Share of profit/(loss) of associate - 418 (602)
Profit for the year 47,513 28,912 45,470 30,291
Cash profit 83,627 61,522 82,165 63,924
Balance brought forward 55,105 69,964 57,618 71,121
Profit available for appropriation 1,02,618 98,876 1,03,088 1,01,413
Effects of adoption of new accounting standard, i.e, Ind - - - -
AS 115 ##
Final dividend 35,561 36,315 35,561 36,315
Corporate dividend tax - 7,465 - 7,465
Re-measurement of net defined benefit plans (net of tax) (125) (8) (120) 16
Balance carried forward 67,182 55,104 67,646 57,617
Total 1,02,618 98,876 1,03,088 1,01,413

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 2020-21.

3. Dividend

During the year under review the Company has paid two interim Dividends aggregating to RS 8/- per share of RS 1/- each. The interim dividends so paid will be placed for approval by the members at the ensuing AGM in adherence with Dividend Distribution Policy.

The total dividend outgo for the financial year ended MarcRs 31, 2021 amounted to RS 35,561.10 lacs. The dividend payout ratio works out to 74.85%.

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, issued, subscribed and fully paid-up share capital comprises of: Authorised Capital: 50,00,00,000 equity shares of RS 1/- each (as on 31st March, 2021) Issued, Subscribed and Fully paid up: 44,45,13,740 equity shares of RS 1/- each (as on 31st March, 2021).

7. Buyback of Equity Shares

In line with achieving the overall shareholders value, efficient utilization of surplus Fund, increase Earnings per share and increase in the return on capital & return on net worth, the Board of Directors at its Meeting held on MarcRs 19, 2020 approved the Buyback of fully paid-up equity shares of the face value of RS 1/- (Indian Rupees 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 lacs (One ninety one crore ninety nine lacs and forty three thousand only) which 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 respectively as at MarcRs 31, 2019.

The Company bought back 94,21,498 equity shares pursuant to the buyback offer in dematerialized form from open market by utilizing a sum of RS 19,198.73 lacs (Rupees One ninety one crore ninety eight lacs and seventy three thousand) which represents 99.9963% of the Maximum Buyback Size, the Buy back process was closed on 9th July, 2020.

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.

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 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 MarcRs 31, 2021, your Company had the following subsidiary companies: i) Emami Bangladesh Ltd., wholly-owned subsidiary of Emami Limited ii) Emami Indo Lanka (Pvt.) Ltd., wholly-owned subsidiary of Emami Limited iii) Emami International FZE, wholly-owned subsidiary of Emami Limited iv) Emami Overseas FZE, UAE, wholly-owned subsidiary of Emami International FZE. v) Crme 21 (Formerly Known as Fentus 113. GmbH, Germany), wholly-owned subsidiary of Emami International FZE vi) Emami Rus (LLC), Russia, subsidiary of Emami International FZE vii) Pharma Derm SAE Co, Egypt, subsidiary of Emami Overseas FZE.

*Fravin Pty. Ltd., Abache Pty. Ltd. and Diamond Bio-tech Laboratories Pty. Ltd. ceased to be the Subsidiaries of the Company with effect from 16th December 2020.

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.

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 manufacturing unit in Dhaka. During the financial year ended MarcRs 31, 2021, the Company clocked revenues worth RS 12,658 lacs (previous year RS 14,105 lacs) and profit after tax of RS 1,631 lacs (previous year RS 2, 634 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 MarcRs 31, 2021, the Company clocked revenues worth RS 22,983 lacs (previous year RS 17,517 lacs) and profit/loss after tax of RS 869 lacs [previous year H(4,251) 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 MarcRs 31, 2021, the Company recorded revenues worth HNil (previous year: nil) and profit after tax of H(7) lacs [previous year profit of H(9) lacs].

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 MarcRs 31, 2021, the Company recorded revenues worth HNIL lacs (previous year RS 126 lacs) and profit/ loss after tax of RS 10 lacs [previous year RS 27 lacs].

Emami Indo Lanka (Pvt) Ltd.

Emami Indo Lanka (Pvt) Ltd., Sri Lanka was incorporated on 27th June 2017, with an objective of tapping the potential of the local market, it started manufacturing locally through a contract manufacturer.

During the period ended MarcRs 31, 2021, the Company earned revenues of RS 1,201 lacs (previous year RS 1,019 lacs) and Profit/(loss) after tax of RS 14 lacs, (previous year H(20) lacs).

Emami (RUS) LLC

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

During the period ended MarcRs 31, 2021, the Company earned revenues of RS 3,213 lacs [previous year RS 3,310 lacs] and Profit after tax of H(207)[previous year RS 23 lacs]

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

Fentus 113 GmbH. Germany, was incorporated on 3rd January, 2019.

During the period ended MarcRs 31, 2021, the Company earned revenues of RS 1,808 lacs [previous year RS 1,073 lacs] and Profit / loss after tax of RS 67 lacs [previous year H(37) lacs].

B. Associate companies

Helios Life Style Private Limited

Helios is engaged in online male grooming sector and during the financial year ended MarcRs 31, 2021, earned revenues worth RS 4,286 lacs (previous year RS 3,923 lacs) and a profit/(loss) after tax of H(1,047) lacs (previous year H(1,474) lacs).

Brillare Science Private Limited

Brillare is engaged in manufacturing of professional saloon products and during the financial year ended MarcRs 31, 2021, the Company earned revenues worth RS 971 lacs (previous year RS 441 lacs) and Profit/(loss) after tax of H(203) lacs [previous year H(356) 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 2020-21.

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 MarcRs 31, 2021, stood at RS 1,76,265 lacs as against RS 1,82,375 lacs at the end of the previous year.

13. 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. 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 MarcRs 2021 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 FY2020-21. 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) (Amendment) Regulations, 2018 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 June 26, 2020 to audit the cost accounting records, as may be applicable to the Company for FY2020-21, and their remuneration was approved during the previous Annual General Meeting.

M/s V. K. Jain & Co, were reappointed as cost auditors for FY2021-22 by the Board of Directors in its meeting held on 25th May, 2021 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.

15. 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)

16. Extract of Annual Return

In terms of Section 92(3) the Companies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014, the extract of annual return of the Company is available on the website of the Company at the link http://www. emamiltd.in/investor-info/index.php#Compliance

17. 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 2020-21 is annexed herewith and forms part of this report (Annexure III). The Company spent RS 781.11 lacs on CSR activities during the year against obligation of RS 778.99 lacs.

18. Directors and key managerial personnel

In accordance with provisions of Section 152 of The Companies Act 2013 read with Rules made thereunder, Shri H. V. Agarwal (DIN 00150089), Shri A. V. Agarwal (DIN 00149717) and Shri R. S. Goenka (DIN 00152880) are liable to retire by rotation at the 38th Annual General Meeting and being eligible, offer themselves for reappointment.

During the year under review Shri Mohan Goenka (DIN 00150034) and Shri H. V. Agarwal (DIN 00150089), were reappointed as Whole-time Directors of the Company and Shri Sushil Kumar Goenka (DIN 00149916) was reappointed as Managing Director of upon completion of their present terms for a further period of 5 (five) years subject to approval of the members in the ensuing Annual General Meeting.

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

None of the Directors of the Company is disqualified 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.

19. 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 MarcRs 31, 2021 is attached as part of the Annual Report.

20. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy, which is disclosed in (Annexure IV). The same is also displayed on the website of the Company, http://www.emamiltd.in/ investor-info/pdf/Dividend_Distribution_Policy_Emamiltd. pdf

21. 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/EmamiLtd FamiliarisationProgrammeForIndependentDirectors.pdf

22. 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 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.

23. Number of meetings of the Board

The Board of Directors held four meetings during the year on 26th June 2020, 7th August 2020, 5th November 2020 and 27th January 2021. The maximum gap between any two meetings was less than 120 days, as stipulated under SEBIs Listing Requirements, 2015. The details of Board Meetings held and attendance of Directors are provided in the Report on Corporate Governance forming part of this report.

24. Committees of the Board

The Company has constituted/reconstituted various Board-level committees in accordance with the requirements of 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 (Dissolved on 5th November, 2020) 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.

25. 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.

26. 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.

27. 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/pdf/Remuneration-Policy-Emami-Ltd.pdf and annexed the Directors Report which forms part of the Annual Report (Annexure V)

28. 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. 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.

29. 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 bodies corporate as strategic investors.

30. 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 VI)

31. 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.

32. 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.

33. 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 which has been redressed as per policy and law. 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.

34. 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.

35. 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 MarcRs 31, 2021, 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 MarcRs 31, 2021, 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.

36. 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: 25th May, 2021 DIN : 00152996