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Updated:27 Nov, 2015, 15:30 PM IST

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Updated:27 Nov, 2015, 15:39 PM IST

Directors' Report


The Members,

Your Directors have pleasure in presenting the 40th Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended March 31, 2015.


The Company has paid an interim dividend of 125% (Rs.1.25 per share of Re.1/–each) on September 25, 2014. We are pleased to recommend a final dividend of 75% (Re.0.75 per share of Re.1/–each) for the financial year 2014–15. The final dividend, if approved by the members, will be paid to members within the period stipulated by the applicable Companies Act. The aggregate dividend for the year will amount to 200% (Rs.2 per share of Re.1/–each) as against 175% (Rs.1.75 per share of Re.1/– each) declared last year. The dividend payout ratio for the current year, inclusive of corporate tax on dividend distribution, is at 54.67%.

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, interim dividend (II) for the financial year 2006–07 amounting to Rs.2341419/– and interim dividend for the year 2007–08 amounting to Rs. 5329027/– which remained unpaid or unclaimed for a period of 7 years, has been transferred by the Company to the Investors Education and Protection Fund (IEPF) of the Central Government. Further, final dividend for the year 2006–07 pertaining to erstwhile Femcare Pharma Limited (FEM), now merged with the Company, which remained unpaid or unclaimed for a period of 7 years, amounting to Rs.192094/–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 the Corporate Governance Report. The list of unpaid dividend upto the financial year 2013–14 is available on Company's website www.dabur.com <http://www.dabur.com>. Shareholders are requested to check the said list and if any dividend due to them remains unpaid in the unpaid list (apart from the above mentioned unpaid dividend already transferred to IEPF), can approach the Company for release of the unpaid dividend.

Abridged Financial Statements

In accordance with the listing agreement with Stock Exchanges and Section 136 of the Companies Act, 2013 read with Rule 10 of the Companies (Accounts) Rules, 2014 of the said Act, the Abridged Annual Report containing salient features of the Financial Statements, including Consolidated Financial Statements, for the financial year 2014–15, along with statement containing salient features of the Directors' Report (including Management Discussion & Analysis and Corporate Governance Report) 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 2014–15 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including Consolidated Financial Statements, prepared as per the requirements of Schedule III to the Companies Act, 2013, 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).

Full version of Annual Report 2014–15 is also available for inspection at the registered office of the Company during working hours upto the date of ensuing Annual General Meeting (AGM). It is 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 2014–15, 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

Corporate Governance is the system by which corporate entities are directed and controlled. It provides the structure through which the company's objectives are set and provides the means of attaining those objectives and monitoring performance. It is the application of best management practices, compliance of law, adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for the sustainable development of all stakeholders. Dabur beholds Corporate Governance measures as an integral part of business strategy which adds considerable internal and external values and contributes to the business growth in ethical perspective. Besides complying with the prescribed Corporate Governance practices as per Clause 49 of the Listing Agreement in terms of revised dispensation, the Company has voluntarily adopted various practices of governance confirming to highest ethical and responsible standard of business, globally benchmarked. Strong governance practices of the Company have been rewarded in terms of improved share valuations, stakeholder's confidence, improved market capitalization, high credit ratings and bagging of various awards for brands, stocks, environmental protection, etc. These have helped Dabur to pay uninterrupted dividends to its shareholders.

During the FY 2014–15, the Institute of Company Secretaries of India (ICSI), in its ceremony for National award for excellence in Corporate Governance, certified Dabur India Ltd., as one of the Best Governed Companies of India.

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 www.dabur.com .

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 (stable) which has been reaffirmed by CRISIL. The highest credit rating of AAA awarded by CRISIL reflects the highest degree of safety regarding timely servicing of financial obligations. Further CRISIL has reaffirmed the rating of NCD programme of the Company as AAA (stable). The rating indicates highest degree of safety regarding timely servicing of financial obligation. The rated instrument carries lowest credit risk. The Company's short term credit rated as A1+ by CRISIL, has also been reaffirmed. This rating indicates a very strong degree of safety with regard to timely payment of interest & principal. Such instrument carry lowest credit risk.

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


During the year, w.e.f. September 8, 2014, Mr. Albert Wiseman Paterson had resigned from the position of Non–Executive Independent Director owing to increased international nature of his role with another entity due to which he was finding it difficult to effectively discharge his duties as an Independent Director required as per the Corporate Governance standards.

Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one–third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re–appointment at every AGM. Consequently, Mr. Amit Burman and Mr. Saket Burman, Directors will retire by rotation at the ensuing AGM, and being eligible, offer themselves for re–appointment in accordance with the provisions of the Companies Act, 2013.

Pursuant to Section 149(1) of the Companies Act, 2013 the Board of Directors of the Company had on 28th July, 2014 appointed a Women Director Mrs. Falguni Sanjay Nayar as Additional Director in the category of Non–Executive

Independent Director. Mrs. Nayar shall hold office upto the date of the ensuing AGM of the Company and, being eligible, offer herself for re–appointment. The Company has also received a notice in writing from a member proposing her candidature for the office of Director along with a deposit of Rupees one lakh.

The Board of Directors in their meeting held on 5th May, 2015 has recommended to re–appoint Mrs. Falguni Sanjay Nayar as Non–Executive Independent Director within the meaning of Section 149 and 152 of the Companies Act, 2013 read with Schedule IV attached thereto and Rules made there under, not subject to retirement by rotation, for a term of 5 (five) consecutive years commencing from the date of her appointment as an Additional Director in the Company i.e. 28th July, 2014 upto the conclusion of AGM of the Company to be held in the calendar year 2019 or 27th July, 2019 whichever is earlier.

The brief resume of the Directors being 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 AGM.

The Directors recommend their appointment/re–appointment at the ensuing AGM.

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. P D Narang: Whole Time Director Mr. Sunil Duggal: Chief Executive officer and Whole Time Director

Mr. Lalit Malik: Chief Financial Officer

Mr. Ashok Kumar Jain: V P (Finance) and Company Secretary

During the year there was no change (appointment or cessation) in the office of any KMP.

Policy on Directors appointment and Policy on remuneration

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence

of a Director and the policy on remuneration of Directors, KMP and other employees is attached as 'Annexure 2 & 3' respectively, which forms part of this report.

Particulars of remuneration of Directors/ KMP/ Employees

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as 'Annexure 4A' which forms part of this report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as 'Annexure 4B' which forms part of this report.

Employees Stock Option Plan

During the year, 11163200 options in 3 tranches were granted to eligible employees of the Company in terms of Employees Stock Option Plan (Dabur ESOP 2000). During the year, 12698917 options were exercised by the employees after vesting. Accordingly, the Company has made the allotment of 12435710 equity shares on May 30, 2014, 112531 equity shares on August 12, 2014 and 150676 equity shares on November 20, 2014 against the options exercised by the employees.

The applicable disclosures as stipulated under the SEBI Regulations as on March 31, 2015 with regard to Employees Stock Option Plan are provided in 'Annexure 5' to this report.

Number of Meetings of the Board

During the Financial Year 2014–15, 5 (five) number of Board meetings were held. For details thereof kindly refer to the section 'Board of Directors– Number of Board Meetings', in the Corporate Governance Report.

Performance Evaluation of the Board, its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter–alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of

the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board's focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of Individual Director's performance, the questionnaire covers various aspects like his/ her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

Board members had submitted their response on a scale of 5 (excellent) – 1 (poor) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had met separately without the presence of Non–Independent Directors and the members of management and discussed, inter–alia, the performance of non–Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non–Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director's performance.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

The Directors expressed their satisfaction with the evaluation process.

Directors' Responsibility Statement

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, the Directors confirm:

a. That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same;

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

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

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

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

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

Statutory Auditors and their Report

M/s G. Basu & Co., Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing AGM and being eligible have consented and offered themselves for re–appointment as Statutory Auditors for the financial year 2015–16. Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate dated April 3, 2015 from the Auditors to the effect, inter–alia, that their re–appointment, if made, would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such re–appointment under the provisions of applicable laws and also that there is no proceeding against them or any of their partners pending with respect to professional matter of conduct.

The Auditors have vide their letter dated April 22, 2015 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.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor's Report are self–explanatory.

Cost Auditors and their Report

M/s Ramanath Iyer & Company, Cost Accountants, were re–appointed as Cost Auditors for the financial year 2014–15 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

Full particulars of the Cost Auditors are as under:

M/s Ramanath Iyer & Company

808, Pearls Business Park, Netaji Subash Place, Pitampura, New Delhi – 110088. Tel. No. : 011–45655448; Email ID: Info@ ramanathiyer.com ., (Firm's Membership No. 000019)

The Cost Audit Report for the financial year 2013–14, issued by M/s Ramanath Iyer & Company, Cost Auditors, in respect of the various products prescribed under Cost Audit Rules was filed with the Ministry of Corporate Affairs (MCA) on September 17, 2014. The due date for filing the said Report with MCA was September 27, 2014.

The Cost Audit Report for the financial year 2014–15, in respect of the various products prescribed under relevant Cost Audit Rules shall be filed as per the requirements of applicable laws.

Secretarial Auditors and their Report

M/s Chandrasekaran Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2014–15 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR– 3 is attached as 'Annexure 6' and forms part of this report.

There are no qualifications or observations or other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2014–15 which call for any explanation from the Board of Directors.

Consolidated Financial Statements

In compliance with the applicable provisions of Companies Act, 2013 including the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2014­15. Consolidated Turnover grew by 10.85% to Rs.7985.25 crores as compared to Rs.7203.37 crores in the previous year. Net Profit after Tax and after Minority Interest for the year at Rs.1065.83 crores is higher by Rs.151.91 crores as compared to Rs. 913.92 crores in the previous year.

Internal Financial Control System

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company's internal financial control system also comprises due compliances with Company's policies and Standard Operating Procedures (SOPs) and audit and compliance by in–house Internal Audit Division, supplemented by internal audit checks from Price Waterhouse Coopers Private Limited/ Price Waterhouse & Co., LLP, 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.

Adequacy of Internal Financial Controls with reference to the financial statements

The Companies Act, 2013 re–emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board's report.

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

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

>– All legal and statutory compliances are ensured on a monthly basis for all locations in India through a fully automated tool called "e–nforce". Non–compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

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

>– The Company follows a robust 2–tier internal audit process:

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

? Tier–2: Transaction audits are conducted regularly in India and abroad to ensure accuracy of financial reporting, safeguard and protection of all the assets. Stock audit is conducted on quarterly basis at all locations in India. Fixed Asset verification of assets in India is done on an annual basis including AS–28 testing at all locations.

? The audit reports for the above audits are compiled and submitted to Management Committee and audit Committee for review and necessary action.

>– The Company's books of accounts are maintained in SAP and transactions are executed through SAP (ERP) setups to ensure correctness/ effectiveness of all transactions, integrity and reliability of reporting.

>– The Company has a comprehensive risk management framework.

>– Dabur has a robust mechanism of building budgets at an integrated cross– functional level. The budgets are reviewed on a monthly basis so as to analyze the performance and take corrective action, wherever required.

>– Dabur has in place a well–defined Whistle Blower Policy/ Vigil Mechanism.

>– Dabur has a system of Internal Business Reviews. All departmental heads discuss their business issues and future plans in monthly review meetings. They review their achievements in quarterly review meetings. Specialized issues like investments, property, FOREX are discussed in their respective Internal Committee meetings.

>– Compliance of secretarial functions is ensured by way of secretarial audit.

>– Compliance relating to cost records of the company is ensured by way of cost audit.

Development and implementation of Risk Management

Dabur has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. During the year, as per the requirements of Listing Agreement with the Stock Exchanges, a Risk Management Committee was constituted by the Board of Directors on July 9, 2014 with responsibility of preparation of Risk Management Plan, reviewing and monitoring the same on regular basis, to identify and review critical risks on regular basis, to update Risk Register on quarterly basis, to report key changes in critical risks to the Board on an ongoing basis, to report critical risks to Audit Committee in detail on yearly basis and such other functions as may be prescribed by the Board.

The Committee holds quarterly meetings to review the critical risks identified. The risks faced by the Company and their minimization procedures are assessed categorically under the broad heads of High, Medium and Low risks. The Risk Register of the Company is also audited by Internal Auditors of the Company.

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

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

Nature of business

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

Naturelle LLC located at Ras al Khaimah (RAK), the manufactur­ing arm of Dabur International Ltd. enhanced its RAK plant's capacity from 42,000 MT to 44,500 MT per annum. New manu­facturing and packing facilities were set up for Fem hair removal creams and Namaste products. In addition, new packing lines for creams and hair oils were installed and commissioned. The infrastructure expanded in RAK during the year by increasing warehouse space by 10,000 sq. m. and the second production facility has been made operational with production of Hair Oils, Hair Serums, Herbolene and Hair Removal Cream.

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


During the year a wholly owned step down subsidiary company–Dabur Egypt Trading Limited has ceased to be subsidiary company w.e.f. 29th May, 2014 owing to its liquidation on the said date.

Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard– 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries.

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

In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separate audited accounts of the Subsidiary Companies on its website at www.dabur.com .

The Company will make available physical copies of these documents upon request by any shareholder of the Company/ subsidiary interested in obtaining the same.

These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of ensuing AGM.

Report on the performance and financial position of Subsidiaries, Associates and Joint Venture 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, associates and joint venture companies included in the consolidated Financial Statements is attached as 'Annexure 7' which forms part of this report.

Information in this respect can also be referred in form AOC–1 which has been disclosed in the Consolidated Financial Statements.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Companies Act,

2013 read with Rule 8(3) of the Companies (Accounts) Rules,

2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as 'Annexure 8' which forms part of this report.

Environmental, Health and Safety (EHS) Review

Details with respect to Environmental, Health and Safety (EHS) review are attached as 'Annexure 9' which forms part of this report.

Details of policy developed and implemented on Corporate Social Responsibilities (CSR) initiatives

The Company has in place a CSR policy in line with Schedule VII of the Companies Act, 2013. As per the policy the CSR activities are focused not just around the plants and offices of the Company, but also in other geographies based on the needs of the communities. The four focus areas where special Community Development programmes are run are:

1. Eradicating hunger, poverty and malnutrition;

2. Promoting Health care including preventive health care;

3. Ensuring environmental sustainability;

4. Employment and livelihood enhancing vocational skills and projects.

The annual report on CSR activities is furnished in 'Annexure 10' which forms part of this report. Apart from this the Company also releases a detailed Business Responsibility Report which shall be available on its website www.dabur.com .

Change in Capital Structure and Listing of Shares

The Company's shares are listed on the National Stock Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE) and Metropolitan Stock Exchange of India Limited (mSXI) (Formerly known as MCX Stock Exchange Ltd.) and are actively traded.

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

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

? 12435710 equity shares allotted on May 30, 2014.

? 112531 equity shares allotted on August 12, 2014.

? 150676 equity shares allotted on November 20, 2014.

After the close of the financial year 2014–15, 308180 equity shares have been allotted on April 10, 2014 against options exercised by employees pursuant to Employees Stock Option Scheme of the Company.

Extract of Annual Return

The extract of Annual Return as on March 31, 2015 in the prescribed Form No. MGT–9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as 'Annexure 11' and forms part of this Report.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments under Section 186 of the Act as at end of the Financial Year 2014–15 are attached as 'Annexure 12' which forms part of this report.

Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm's length basis.

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered 'material' according to the policy of the Company on Materiality of Related Party Transactions.

Your attention is drawn to the Related Party disclosures set out in Note no. 51 of the Standalone Financial Statements.

Disclosure on Audit Committee

The Audit Committee as on March 31, 2015 comprises of the following Independent Directors:

Mr. P N Vijay (Chairman), Mr. R C Bhargava, Dr. S. Narayan, Dr. Ajay Dua and Mr. S K Bhattacharyya as members.

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

Disclosure on Vigil Mechanism

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

Disclosure on Deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the Financial Year 2014–15 in terms of Chapter V of the Companies Act, 2013.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and company's operations in future

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company's operations in future.

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.


Your Directors place on record their gratitude to the Central Government, State Governments and Company's 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



DIN: 00056216

Place: Jebel Ali – UAE

Date: May 5, 2015