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Updated:02 Sep, 2014, 15:59 PM IST

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Updated:02 Sep, 2014, 15:51 PM IST

DIRECTORS REPORT:

To,

The Members

Your Directors have pleasure in presenting the 38th Annual Report on the business and operations of the Company, together with the Audited Accounts for the financial year ended March 31, 2013.

DIVIDEND

The Company has paid an interim dividend of 65% (Rs. 0.65 per share of Rupee one each) on November 7, 2012. We are pleased to recommend a final dividend of 85% (Rs. 0.85 per share of Rupee one each) for the financial year 2012–13. The final dividend, if approved by the members, will be paid to members within the period stipulated by the Companies Act, 1956. The aggregate dividend for the year will amount to 150% (Rs.1.50 per share of Rupee one each) as against 130% (Rs.1.30 per share of Rupee one each) declared last year. The dividend payout ratio for the current year, inclusive of corporate tax on dividend distribution, is at 51.61%.

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, final dividend for the year 2004–05 and interim dividend for the year 2005–06 which remained unpaid or unclaimed for a period of 7 years, amounting to Rs.1,3,00,752/– and Rs.1,3,50,524/– respectively has been transferred by the Company to the Investors Education and Protection Fund (IEPF). Further final dividend for the year 2004–05 pertaining to erstwhile Femcare Pharma Limited (FEM), now merged with the Company, which remained unpaid or unclaimed for a period of 7 years, amounting Rs. 1,07,744/– has also been transferred by the Company to IEPF. The due dates for transfer of unpaid dividend to IEPF for subsequent years is given in Table 11 under the Corporate Governance Report. The list of unpaid dividend is available on Company's website www.dabur.com. Shareholders are requested to check the said list and if any dividend due to them remains unpaid in the unpaid list, can approach the company for release of the unpaid dividend.

ABRIDGED FINANCIAL STATEMENTS

In accordance with the SEBI Circular No. CIR/CFD/DIL/7/2011 dated 5th October 2011, the Abridged Annual Report containing salient features of the Balance Sheet and Profit & Loss Account for the Financial Year 2012–13, as prescribed in section 219(1)(b) (iv) of the Companies Act, 1956 is being sent to all shareholders who have not registered their email address(es) for the purpose of receiving documents/ communication from the company in electronic mode.

Full version of the Annual Report 2012–13 containing complete Balance sheet, Statement of Profit & Loss Account, other statements and notes thereto prepared as per the requirements of Schedule VI to the Companies Act, 1956, Directors Report (including Management Discussion and Analysis, Corporate Governance Report and Business Responsibility Report) are being sent via email to all shareholders who have provided their email address(es) and are also available at the Company's website at www.dabur.com.

Please note that you will be entitled to be furnished, free of cost, the full Annual Report 2012–13, upon receipt of written request from you, as a member of the Company.

OPERATIONS AND BUSINESS PERFORMANCE

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

CORPORATE GOVERNANCE

Dabur today is truely becoming a global organization and hence has a strong belief that the corporate governance standards must also be globally benchmarked. Besides adhering to the prescribed corporate governance practices as per Clause 49 of the Listing Agreement, it voluntarily governs itself as per highest standards of ethical and responsible conduct of business in line with local and global standards. Strong Governance practices by the Company have boosted the level of stakeholder's confidence testified by improved market capitalization, high credit ratings and various awards bagged by the Company for its brands, stocks, environmental impact, etc. In recognition of excellence in Corporate Governance, Dabur India limited has been awarded the prestigious Rs.Golden Peacock award for excellence in 'Corporate Governance' for the year 2012 in the FMCG Sector.

A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached as 'Annexure 1' and forms part of this report.

Certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, compliance with Company's Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is attached in the Corporate Governance Report and forms part of this Report.

BUSINESS RESPONSIBILITY REPORT

At Dabur, fulfilment of environmental, social and governance responsibility is an integral part of the way the Company conducts its business. A detailed information on the initiatives of the Company as enunciated in the National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business, 2011 is provided in the Business Responsibility Report, a copy of which will be available on the Company's website at www.dabur.com.

Further, for Business Responsibility Report as stipulated under Clause 55 of the Listing Agreement with the Stock Exchanges, kindly refer to Business Responsibility Report section which forms part of the Annual Report.

CREDIT RATING

During the year under review the Company has sustained its long term credit rating of AAA. The highest credit rating of AAA awarded by CRISIL reflects the Company's financial discipline and prudence. The Company's short term credit rated as A1+ by CRISIL, has also been reaffirmed. This being the highest rating indicates a very strong degree of safety with regard to timely payment of interest & principal.

Further ICRA has reaffirmed the rating of NCD programme of the Company as AAA (stable). The rating indicates highest credit quality. The rated instrument carries lowest credit risk and the outlook on the rating is stable.

DIRECTORS

During the year, Mr Analjit Singh, Independent Director had resigned from the Board on 16.07.2012 and Mr. Sanjay Kumar Bhattacharyya was appointed as additional Non Executive Independent Director on 23.07.2012. Mr Bhattacharyya shall hold office upto the date of the ensuing Annual General Meeting of the Company and, being eligible, offer himself for reappointment.

In terms of Article 103 and 104 of the Articles of Association of the Company, Dr Anand Burman, Mr P D Narang, Dr Ajay Dua and Mr R C Bhargava will retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re–appointment in terms of the provisions of Article 106 of the Articles of Association of the Company.

The brief resumes of the Directors who are to be appointed/ re–appointed, the nature of their expertise in specific functional areas, names of companies in which they have held directorships, committee memberships/ chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Your Directors recommend their appointment/ re–appointment at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors confirm:

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

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

iii) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That they had prepared the annual accounts on a going concern basis.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

The Companys shares are listed on the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE) and are actively traded. Application for listing on MCX Stock Exchange Limited (MCX) has been filed by the company.

In the year under review, following shares were allotted and admitted for trading in NSE and BSE:

Equity shares allotted against the options exercised by employees pursuant to Employees Stock Option Scheme of the Company:

1. 677829 equity shares allotted on May 30, 2012.

2. 142528 equity shares allotted on August 07, 2012.

3. 13800 equity shares allotted on December 07, 2012.

AUDITORS AND THEIR REPORT

M/s G. Basu & Company, Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re–appointment as statutory auditors for the financial year 2013–14. The Company has received a letter dated April 1, 2013 from them to the effect that their re–appointment, if made, would be within the limit prescribed under section 224(1B) of the Companies Act, 1956, and that they are not disqualified for such re–appointment within the meaning of Section 226 of the Companies Act, 1956.

The Auditors have vide their letter dated April 22, 2013 also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the peer Review Board of the ICAI.

The observations of the Auditors, together with the notes to Accounts referred to in the Auditors' Report, are self–explanatory and do not call for any further explanation from the Directors.

COST AUDITORS

M/s Ramanath Iyer & Company, Cost Accountants, were re–appointed as Cost Auditors for the financial year 2013– 14 to conduct cost audit of the accounts maintained by the Company, in respect of the various products prescribed under Cost Audit Rules, 2011. Full particulars of the Cost Auditor are as under:

M/s Ramanath Iyer & Company

808, Pearls Business Park, Netaji Subash Place, Pitampura, New Delhi 110 088.

Telephone No: 011–45655448; Email ID Info@ramanathiyer.com

(Firms Membership No. 000019)

The Cost Audit Report for the Financial year 2011–12, issued by M/s Ramanath Iyer & Company, Cost Auditors, in respect of the various products prescribed under Cost Audit Rules, 2011, was filed with the Ministry of Corporate Affairs (MCA) on December 28, 2012. The due date for filing the said Report with MCA was February 28, 2013.

The Cost Audit Report for the Financial year 2012–13, in respect of the various products prescribed under Cost Audit Rules, 2011, is due to be filed with MCA on or before September 27, 2013 (being within 180 days from the end of reporting year).

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2012–13. Consolidated Turnover grew by 16.93% to Rs. 6,270.62 crore as compared to Rs. 5,362.82 crore in the previous year. Similarly, Net Profit after Tax and after Minority Interest for the year at Rs. 763.42 crore is higher by Rs. 118.53 crore as compared to Rs. 644.89 crore in the previous year.

INTERNAL CONTROL SYSTEM

The Company has a well placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Companys internal control system comprises audit and compliance by in–house Internal Audit Division, supplemented by internal audit checks from PriceWaterhouseCoopers Private Limited, the Internal Auditors and various transaction auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

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

NATURE OF BUSINESS

There has been no change in the nature of business of the Company. However, updates regarding new projects undertaken by the subsidiary Companies is as under:

Dabur Egypt Limited (Egypt) has set up a new Green field project with an approximate cost of EGP 6.5 crores (INR 51.87 crores) to support the expansion of its existing line of products and launch of certain new products. Commercial production at the new project had commenced by the end of July, 2012.

Dabur Lanka (Pvt.) Limited (Srilanka) is in the process of setting up a new project for manufacturing of fruit pulp based beverages mainly for export involving an approximate project cost of INR 84.84 crore. The project is nearing completion and the commercial production is scheduled to commence by May, 2013.

Asian Consumer care Pvt Ltd. (Bangladesh) is in the process of setting up a new green field project involving an approximate project cost of Tk 55 crore (INR 38.5 crores) for manufacturing Hair oil, Shampoo, Tooth paste, etc. The commercial production is scheduled to commence from July, 2013 tentatively.

SUBSIDIARIES

During the year Weikfield International (U.A.E.) Ltd has ceased to be the step down subsidiary of the Company. Further Namaste Cosmeticos Ltda have been newly incorporated as a step down subsidiary of the Company in Brazil.

After the close of the Financial Year, a new step down subsidiary of the Company namely –Dabur Consumer Care (Private) Limited has been incorporated on April 19, 2013, in Srilanka.

In terms of general approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copies of Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents and related detailed information upon request by any shareholder of the Company/ subsidiary interested in obtaining the same.

However, pursuant to Accounting Standard AS–21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its Subsidiaries. The Financial Statements of the subsidiary companies are also available for inspection by the shareholders at the Registered Office of the Company and that of its respective subsidiaries. The Financial Statements of each subsidiary shall also be available on Companys website www.dabur.com.

The following information in aggregate for each subsidiary has been disclosed in the consolidated balance sheet (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in subsidiaries) (f ) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

A statement of the holding company's interest in the subsidiary companies is attached as Annexure 2 and forms part of this report.

EMPLOYEES STOCK OPTION PLAN

During the year, 742226 options in 4 tranches were granted to eligible employees of the Company in terms of Employees Stock Option Plan (Dabur ESOP 2000). During the year 834157 options were exercised by the employees after vesting. Accordingly, the Company made the allotment of 677829 equity shares on May 30, 2012, 142528 equity shares on August 07, 2012 and 13800 equity shares on December 07, 2012, against the options exercised by the employees.

The particulars of options issued under the said Plan as required by SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are appended as Annexure 3 and forms part of this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors Report. However having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining a copy of such particulars may write to the Company Secretary at the Registered office of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy:

(a) Energy conservation measures taken:–

A number of energy conservation techniques were initiated at large scale and successfully implemented. Some of the key initiatives undertaken in the manufacturing units were as follows–

Investment in Independent 33 KVA feeder for Pantnagar Units with continuous power supply option, to reduce the HSD consumption and the cost of Power.

Promotion of use of Solar light for street light for reducing Power Consumption.

Replacement of Normal tube lights with LED for power saving.

Interlocking of Cooling Tower (CT) fans, wet scrubber pump with forced draft (FD) fan in briquette boiler and CT fan with temperature controller.

Replacement of old less efficient air compressors with new energy efficient compressors.

VFD control in Air compressor motors of certain units.

Modification in Pump House and raw water pipe lines to save the raw water pump running hours.

Installation of DO System for ETP which has resulted in annual savings.

Shifting of Line No 1 and 2 to Line No 3 & 4, in Baddi Skin Care Unit, to reduce the activity load of Air conditioning.

Installation of Magnetic resonator for Boiler & DG.

Installation of Ducool Drying system in Pudin Hara Drying area. This has reduced energy utilization by 50%.

Installation of New DG Set in Odonil Section for better fuel efficiency.

Recirculation of waste water of Vacuum pump.

Installation of new Cooling Tower for 80 TR at Chyawanprash Unit.

Strict control of power factor.

Replacement of electrical exhaust fans with air ventilators in manufacturing.

Replacement of forced draft cooling tower with natural draft cooling tower.

Installation of Transparent Roof Sheet.

Installation of Photocell Sensor on Box Tapping Machine.

Replacement of Auto collator from 12 KW to 8 KW.

Installation of temperature controllers in two chillers of Toothpaste tube filling machines.

100% usage of Herbal Waste as Boiler Feed.

Use of tunnel consuming 2KW heater (inbuilt) in place of 10 KW heater for shrink poly bags in LDM & Anmol.

Reduced product change over by doing manufacturing campaign batches which has resulted in power & water savings.

Replacement of Vapour Street Light with CFL Light.

Replacement of 750 KVA Dg with 250 KVA to optimize load and increase SFC.

Introduction of wind ventilator in Herbal Boiling section.

Replacement of 150 number of copper ballast luminaries with electronic choke.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:–

Additional Investment of Rs. 282.87 Lacs was made during the year for reduction of consumption of energy.

(c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:–

The energy conservation measures taken during the year have resulted into yearly saving of approximately Rs.157.98 Lacs and thereby lowered the cost of production by equivalent amount. These measures have also lead to better pollution control, reduced maintenance time and cost, improved hygienic condition and consistency in quality and improved productivity.

(d) Total energy consumption and energy consumption per unit of production as per Form A

Attached herewith as Annexure 4

B. Technology Absorption:

Efforts made in technology absorption as per Form B is attached herewith as Annexure 5.

C. Foreign Exchange earnings and outgo:

i) Activities and initiatives relating to exports:

Daburs key markets for international business which is managed by its wholly owned subsidiary Dabur International Limited and other step down subsidiaries are Middle East, Africa, U.S. and South Asia with manufacturing facilities across regions. In addition, Dabur has a private label business in the U.S. and a guar gum export business operating out of India.

International Business:

Daburs international business continued on the strong growth trajectory growing by 17.1 % to Rs. 1892 crores in fiscal 2012–13. The international business now contributes 31% to consolidated sales.

During fiscal 2012–13, key markets in MENA (Middle East and North Africa) and South Asia (ex–India) regions performed well. Dabur continued to gain share in categories such as Hair Oils, Hair Creams and Shampoos in the key markets. Overall in the MENA region it continued to be market leader in Hair Oils with a 52% market share. In Egypt the Hair Oil market share increased to 50% from 44% last year. Similarly Hair Oil market shares in KSA (Kingdom of Saudi Arabia) witnessed an uptick and were at 65.7% v/s 63.4% last year. In the Hair Creams category, the share in the MENA region was 25%. Dabur continued to be the biggest Hair Creams player in KSA with a 27.7% market share v/s 24.7% last year. In UAE, its Hair Creams market share increased to 26.5% v/s 23.4% last year.

Some of the international markets were under pressure during fiscal 2012–13. The situation was tense in Egypt and macro–economic indicators such as GDP growth rates and the local currency, Egyptian Pound (EGP) were under pressure. In addition, turmoil in the YSL markets (Yemen, Syria and Libya) impacted sales during fiscal 2012–13.

During fiscal 2012–13 raw material prices were relatively benign in the overseas operations and this led to improvement in gross margins.

Vatika

Vatika witnessed strong growth in fiscal 2012–13. The brand witnessed several new product launches such as Vatika Hair Oil Curry Leaves, Vatika Enriched hair oil (Black Seed), Vatika Ingredient Range of Shampoo and Conditioner in Argan, Garlic and Black Seed variants. In addition, Vatika Hair Serums were launched entering the Hair Serum category. Vatika Henna Hair Colors were launched during the year marking the entry into Hair Colors category on the naturals platform. Dabur had made a foray into Hair Gels category in the fiscal 2011–12 with launch of Vatika Hair Gels which performed well, garnering share in the hair gels segment.

Dabur Amla

Dabur Amla portfolio performed well during fiscal 2012–13. Performance was driven by the Hair Oil portfolio which grew particularly well in KSA (Kingdom of Saudi Arabia), where it crossed 50% mark in terms of market share. Dabur Amla Hair Oil is now the 2nd biggest Hair Oil brand in Egypt, witnessing increase in market share from 16% to 19%. Dabur Amlas brand extensions such as Hair Creams also performed well and added to the growth.

Miswak and Dabur Herbal Toothpaste

Daburs international business also has oral care products which sell in GCC, North and West Africa. The Miswak toothpaste which is based upon the herbal ingredient "Miswak" is well known for its medicinal properties in MENA region and is sold widely in the North African countries. The brand performed well during fiscal 2012–13. In Nigeria Dabur sells a range of toothpastes under the brand Dabur Herbal Toothpastes offering herbal variants such as basil, neem and clove. The range was extended with the launch of Dabur Natural Medicated Toothpaste during fiscal 2012–13.

Dermoviva

The skin care offerings such as skin creams and lotions under the Dermoviva brand launched during fiscal 2011–12 continue to elicit positive response, particularly in key markets in the MENA (Middle East and North Africa) region.

Fem

Fem had undergone a complete design and range overhaul earlier. During fiscal 2012–13, Fem expanded its hair removal cream portfolio with the offering, "Fem Hair Removal Cream enriched with aloe extracts" specifically meant for extra dry skin. This expansion takes the entire range of hair removal cream to 5 variants. Fem also expanded its geographic reach of wax strips in North Africa. The year saw launch of Fem wax strips and hair removal creams into Turkey. These have been specially formulated for the Turkish consumer and this launch also marks the entry of Dabur products into Turkey by leveraging the distribution network available through Hobi Kozmetik.

Operations

The manufacturing facility in Sri Lanka for manufacturing fruit juices is nearing completion and will be commissioned in the earlier part of fiscal 2013–14. A greenfield manufacturing facility for hair care and skin care products was commissioned in Egypt. The toothpaste manufacturing facility in Nigeria was expanded and a new Hair Cream manufacturing facility was installed in RAK (Ras–al Khaimah). The manufacturing facilities received many certifications during fiscal 2012–13. The RAK factory received GMP ISO 22716 (International Cosmetic Good Manufacturing Practices), Food GMP Certificate as per ISO–22000 Guidelines, EPC–2012 from Ministry of Environment and Water (Consistent Environmental Performance). The facility in Nigeria received GMP ISO 22716, certification from NAFDAC (National Agency for Food and Drug Administration and Control).

Performance in key regions/ subsidiaries

(a) GCC, one of the largest regions in the International Business grew by 20% in fiscal 2012–13.

(b) Egypt grew by 15% in fiscal 2012–13 inspite of tough political and macro–economic conditions.

(c) Nigeria has been flattish in fiscal 2012–13 over last year.

(d) Pakistan has grown by 38% in fiscal 2012–13. Hajmola and Dabur Amla are the two strong brands for the region.

(e) Bangladesh performed exceedingly well with a growth of 70% during the fiscal 2012–13. A new manufacturing facility is under commissioning to further enhance presence in Bangladesh.

(f) Dabur Nepal Pvt Limited which manufactures fruit juices and also caters to local consumer market in Nepal recorded growth of 13% during fiscal 2012–13 in its local sales.

(g) Hobi Kozmetik: For Hobi Group, the Gulf and African regions recorded impressive sales growths. Daburs distributors and channel partners continued to be the drivers of growth for the Hobby range of products with new countries being opened along with ramped up distribution in markets such as Jordan and Kenya, where Hobby range of products were re–introduced through existing Dabur distributors. Major export markets for Hobby – Saudi Arabia, Iraq, Ethiopia and Algeria continued to demonstrate robust growth.

A key highlight of the year was the launch of Fem range of products, marking the entry of Daburs range of products in Turkey. The range of products launched includes wax strips and hair removal creams, which have been specially formulated for the Turkish consumer. The range will be distributed by Hobi Kozmetik across leading modern trade outlets in Turkey.

The ERP platform, SAP was successfully rolled out across all functions in Turkey, enabling seamless information flow, thereby ensuring complete data integration between Dabur and Hobi Kozmetik. Best practices are continuously being shared across functions to enable growth of the business in Turkey as well as the export markets.

(h) Namaste Laboratories: Africa currently contributes 21% to Daburs international business. The region continues to offer tremendous opportunities for consumer product companies driven by factors such as a rapidly emerging middle class, with increasing disposable incomes.

With the sheer volumes and growth in the number of consumers, Africa continues to excite leading FMCG players. Further, women of African origin are known for relatively higher usage intensity of hair care products. Accordingly, Dabur has established a dedicated business unit for Sub Saharan Africa, tasked with exploiting these opportunities. With the acquisition of Namaste Laboratories LLC, Dabur is in a unique position to offer an extremely relevant product range specifically targeted for the African consumer. Further, the product offerings strategically fit in with Daburs product portfolio in Africa. The biggest product segment in Namastes portfolio is the relaxing and hair straightening products. Namastes other products targeted at the women of African origin comprise nourishment products such as olive oil based shampoos, conditioners and hair fertilizers.

The Namaste portfolio already has a strong base in the United States, which contributes to around 70% of its sales. The African continent is the next biggest contributor. With the rapid expansion of opportunities and growing consumption in Africa, the Company expects greater potential for these products in this market.

As part of integration between Namaste and Dabur, Dabur has started manufacturing Namaste products in the Ras–al–Khaimah facility in UAE and is considering adding another line at the existing manufacturing facility in Nigeria, to ensure optimization of supply chain for the African business. Further, local manufacturing is being explored in South Africa, thereby ensuring that Dabur International continues to tap into the growing potential of Africa.

Exports from India

The company exports Guar Gum and private label oral care products from India. During fiscal 2012–13 the company recorded guar gum exports to the tune of Rs. 158.7 crores as compared to Rs. 107.3 crore in fiscal 2011–12. Exports of guar gum reported high growth as the demand for guar gum saw extraordinary increase worldwide particularly for the value added hydrating guar variants.

Sales in USA (Dabur Branded and Private label) grew from Rs. 34.4 crores in fiscal 2011–12 to Rs. 39.6 crores in fiscal 2012–13. The company caters to the ethnic Indian channels in the USA supplying the range of Dabur brands which are popular among the South Asian / Indian community. Retail penetration was extended by extending direct distribution to several new states in the US such as California, Texas, Florida and Michigan. Distribution was also extended to wholesalers targeting Hispanics and African– Americans. A strategic tie–up also was made with Canadas largest Retailer, Loblaws. A range of Ethnic hair care products were launched which included Shampoos, Hair Serums and Hair masks under the Vatika brand. Dabur also exports private label oral care products to USA and Europe which includes Toothpastes, Mouthwash and Denture Adhesives. The company acquired new customers for private label in Italy, Central Europe, Central America and in the U.S. Several new advanced Oral Care formulations were developed and launched which included Whitening, Herbal and Pro–Age formulations.

ii) Development of new markets for Products & Services:

New Markets have been opened up for business in geographies like South East Asia (Cambodia), far East (Japan, Taiwan), West Africa (Ghana, Senegal) and Latam (Panama). The Sales & Distribution infrastructure in these markets has been augmented by appointing new distributors. Local resources have been enhanced in key markets of Middle East & North Africa, Nigeria, Egypt, East Africa and South East Asia to further strengthen the S&D structure.

(iii) Export Plans:

The focus, going forward, is to continue expanding the Groups presence through its subsidiaries across geographies and to exploit opportunities in existing and potential segments. There are huge growth opportunities across Middle East, Africa and South Asian markets for our products. As part of group's growth plans, we will expand our current product portfolio, consider focused geographic expansion, and increase penetration for our products across various distribution networks.

Depending on various factors that make a market attractive, Dabur has divided the world into focus markets, potential markets, and opportunistic markets. We consider the GCC, Egypt, Nigeria, Turkey, the United States, Pakistan, Bangladesh, Nepal and Sri Lanka to be our key focus markets. The Levant, North Africa, Sub–Saharan Africa, and the European Union are potential markets for us, and we are concentrating on growing in these markets as well. The opportunistic markets are the ones where some demand is visible albeit on a smaller scale and this is catered through our exiting supply chains without adding too many resources and infrastructure.

The Company will continue to invest in brand building, manufacturing and human capital in order to maintain and improve the existing robust growth path in focus and potential markets.

Total Foreign Exchange used during 2012–13: Rs. 3,742 lac.

Total Foreign Exchange Earned during 2012–13: Rs. 23,817 lac.

HEALTH, SAFETY AND ENVIRONMENTAL REVIEW (HSE)

Dabur India Limited. is committed to achieving its vision of zero harm and Zero Environmental incident. To renew the commitment, the Occupational Health and Safety Policy and the Environment Policy were merged and launched on 1st April, 2012 under the name Rs.Occupational Health, Safety and Environment Policy'. The Health, safety and environment strategy prioritises eliminating workplace illness, injuries and environmental incident through the Integrated Management System. Huge progress has been made in the area of process safety and HSE Management System implementation which is evident from the fact that there were no High Potential Accidents. With regard to other environmental focus areas, Dabur has greatly improved its waste management and also reduced the GHG emissions to reduce the overall impact on environment.

To ensure focus and delivery of HSE activity, Dabur has conducted the 2nd National Safety Meet with HSE Improvement Plan at manufacturing level. Focus is more on building an engaged safety culture where expectations are clear, people are trained, interventions are welcomed and consequences are understood. One key to build an engaged safety culture is through safety behaviour and Hazard observation. The tools used in Dabur to register safety behaviour / Hazard Observation is called SBO which is recorded through the inbuilt software called SURAKSHA which is in place since last two years. Beside this, all the manufacturing units have complied with statutory requirements laid by Government in terms of Act and Rules w.r.t. to Health, Safety and Environment. With its Health, Safety and Environment management system Dabur aims to effectively control risks and prevent people from being injured or harmed during the course of their work.

With an aim to certify all its operational locations with the Integrated Management system OHSAS 18001 and ISO 14001 – Occupational Health, Safety and Environment, Dabur has got externally accreditation for its twelve (12) manufacturing location by TUV NORD and nine (9) manufacturing units have successfully completed their Surveillance Audit. This standard is the foundation of the overall health, safety and environment framework of Dabur.

The environmental agenda of reducing environmental impact of Companys operations was achieved by environment management program through a combination of energy & water conservation, rainwater harvesting and solid waste recycling. Some sites modified their boilers to use bio–fuels, resulting in significant environmental benefits by reducing the SoX and CO2 emission in environment.

Dabur, being aware of its social corporate responsibility, is in the process of further strengthening its current resources for better health, safety and environment management.

Key Initiatives taken during the year are:

Got certified its 12 manufacturing location with OHSAS 18001 and ISO 14001 integrated management system and is in a process of preparing 1 more manufacturing location for the certification.

Risk assessment at all manufacturing locations was done with a system of planned inspection product wise, which resulted in reduction of All Injury Rate (AIR) and Total Recordable Frequency Rate (TRFR)

Legally Complied at unit level w.r.t to Safety and Environment Act and Rules.

Carbon and Water Footprint Study was conducted for all Manufacturing locations with a focus on Product Life Cycle Analysis of 3 products viz. Chyawanprash, Honey and Real juice.

Environmental Monitoring was carried out at unit level to check the impact on environment.

Different Guidelines and Standards were rolled out for implementation at unit level and focus on the training (on job and off job) to minimize the AIR.

Installation of Fire Hydrant and Detector System was as per latest technologies.

Emergency preparedness plan is in place which was executed through mock drill.

Regular Tool Box Talk at the Shop floor for the workers comprising of Safety related Dos and Donts.

Different tests have been carried out at unit level to check the efficiency of PPEs used at work place.

Health Check up for all employees was carried out at unit level.

LOTO (Lock out Tag out) Training and Survey conducted for manufacturing facilities.

Procurement of Safety equipments viz. oxygen meter, DB meter and multi gas detector, to detect any hazardous environment in surroundings before doing any activity.

Generation of Bio Gas from ETP, for use in Kitchen and other places.

Tree Plantation at manufacturing locations to reduce the GHG emission. 1st January every year is being observed as Tree Plantation Day.

Conversion of organic waste as a fuel for Boiler.

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Central Government, State Governments and Companys Bankers for the assistance, co–operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Vendors, Dealers, Business Associates and Employees in ensuring an excellent all around operational performance.

For and on behalf of the Board

Sd/–

(DR. ANAND BURMAN)

CHAIRMAN

Place: New Delhi

Date: April 30, 2013