To,
The Members,
Your Directors feel immense pleasure in presenting the 49th Annual Report of Dabur India Limited ("Dabur", "Company" or "Yoi Company"), for the financial year ended March 31, 2024 ("FY 2023-24").
FINANCIAL RESULTS
The standalone and consolidated financial performance of the Company is summarised in the table below:
TRANSFER TO RESERVES
No amount is proposed to be transferred to reserves.
DIVIDEND
The Company has paid an interim dividend of Rs. 2.75 per share of Re.1/- each fully paid up (being 275%) on November 24, 2023. We are pleased to recommend a final dividend of Rs. 2.75 per equity share of Re.1/- each fully paid up (being 275%) for FY 2023-24. The dividend recommended, if approved by the members, will be paid to the members within the period stipulated under the Companies Act, 2013 ("the Act"). The aggregate dividend for the year will amount to Rs. 5.50 per equity share of Re.1/- each fully paid up (being 550%) as against Rs. 5.20 per share of Re.1/- each fully paid up (being 520%) declared last year. The dividend payout ratio for the current year is at 53.81%. The dividend recommended is in accordance with the Company's Dividend Distribution Policy in accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the Act. The policy is available on the Company's website at weblink https://www.dabur.com/sites/default/files/2021- 05/166-Dividend-Distribution-Policy 0.pdf
Unpaid/ unclaimed Dividend
Pursuant to the provisions of Section 124(5) of the Act, final dividend for FY 2015-16 amounting to Rs. 53,21,360/- and interim dividend for FY 2016-17 amounting to Rs. 61,32,071/- which remained unpaid/ unclaimed for a period of 7 years, from the date it was lying in the unpaid dividend account, has been transferred by the Company to the Investors Education and Protection Fund ("IEPF") of the Central Government. The due dates for transfer of unpaid dividend to IEPF for subsequent years is provided in the Corporate Governance Report. The list of unpaid dividend declared up to FY 2022-23 (updated up to the date of 48th Annual General Meeting held on August 10, 2023) and for interim dividend declared during FY 2023-24 is available on Company's website www.dabur. com. Shareholders are requested to check the said lists and if any dividend due to them remains unpaid in the said lists, can approach the Company for release of their unpaid dividend.
FINANCIAL STATEMENTS
As per the provisions of the Act and in accordance with the Circulars issued by the Ministry of Corporate Affairs ("MCA") and Securities and Exchange Board of India ("SEBI"), from time to time, the Annual Report 2023-24 containing 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 Act, Directors', Report (including Integrated Report, Management Discussion
& Analysis and Corporate Governance Report) is being sent to all shareholders through permitted mode.
The Annual Report 2023-24 is also available on the Company's website at www.dabur.com.
Consolidated Financial Statements
In compliance with the applicable provisions of the Act including the Indian Accounting Standard Ind AS 110 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for FY 2023-24. During FY 2023-24, Consolidated Total Income was Rs. 12,886.42 crores as against Rs. 11,975.28 crores in the previous year yielding a growth of 7.61%. Further, Net Profit after Tax (after minority interest) for the year stood at Rs. 1,842.68 crores as against Rs. 1,707.15 crores in the previous year.
Operations and Business Performance
The year 2024 marks the 140th year of Dabur's formation. Even in a challenging operating environment, Dabur India Limited continued to expand its penetration in Indian households with its nature-based solutions and consumer-centric innovations. The Company has a strong manufacturing footprint with own plants at 14 locations in India, which includes Badshah Masala manufacturing unit in Umbergaon, Gujarat. The year saw Dabur announce an investment of Rs. 135 Crore for setting up a new manufacturing facility in South India.
Internationally, Dabur has, over the years, transformed into a multi nation enterprise with its global footprint covering over 120 countries across the globe. Dabur today has manufacturing presence across eight countries.
During the year 2023-24, Dabur recorded a growth of 7.58% in Consolidated Revenue from Operations, reaching Rs. 12,404.01 crores. Operating Profit for the year marked an increase of 10.9%. Profit after Tax grew by 7.94% to Rs. 1,842.68 crores.
For detailed information, kindly refer to the Integrated Report, Management Discussion & Analysis and Corporate Governance Report which forms part of this report.
CORPORATE GOVERNANCE
Good governance practices are the norm at Dabur. The Company is committed to focusing on long term value creation and protecting stakeholders' interests by applying proper care, skill and diligence to business decisions. Besides complying with the legal framework of corporate governance practices.
Dabur has voluntarily adopted and evolved various practices of governance conforming to highest ethical and responsible standards of business, globally benchmarked. The Company has also formulated a Policy on Group Governance to monitor the governance of its unlisted subsidiaries across the globe.
The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is annexed as "Annexure 1" and forms part of this report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
At Dabur, fulfilment of environmental, social and governance responsibility is an integral part of the way the Company conducts its business.
In terms of the Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report is available on the website of the Company www.dabur.com at weblink https://www.dabur.com/investor/financial-information/ reports/1271/Business-Responsibility-Reports . Any Member interested in obtaining a physical copy of the same may write to the Company Secretary at the Registered Office of the Company.
CREDIT RATING
During the year, the Company has sustained its long-term bank facility credit rating of AAA (Stable) which has been reaffirmed by CRISIL. Further CRISIL has reaffirmed the rating of NCD programme of the Company as AAA (Stable). The Company's short term bank facility credit rated as A1+ by CRISIL, has been reaffirmed. The rating of A1+ for Commercial Paper has also been reaffirmed by CRISIL. These rating indicates a very strong degree of safety with regard to timely payment of interest and principal. Such instruments carry lowest credit risk.
Further, ICRA has reaffirmed the rating on long term NCD programme of the Company as AAA (Stable). Further, ICRA has assigned the rating on the Bank limits (rated on long term and short scale) of Rs. 1,000 crores of the Company. Long term Bank limits have been rated as AAA and Short-term limits as A1+. These rating indicates highest degree of safety regarding timely servicing of financial obligations. The rated instrument carries lowest credit risk and the outlook on the long-term rating is stable.
DIRECTORS
Pursuant to Sections 149, 152 and other applicable provisions of the Act, 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 Annual General Meeting (AGM). Consequently, Mr. Aditya Chand Burman (DIN: 00042277), director will retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment in accordance with provisions of the Act.
His brief resume, the nature of expertise in specific functional areas, names of companies in which he holds directorships, committee memberships/ chairmanships, his shareholding in the Company, etc., have been furnished in the explanatory statement to the notice of the ensuing AGM.
The Nomination and Remuneration Committee and the Board of Directors of the Company recommend his re-appointment at the ensuing AGM.
During the year, Dr. Anand Chand Burman (DIN: 00056216) ceased to be Alternate Director to Mr. Amit Burman (DIN: 00042050) on April 8, 2023, upon return of Mr. Amit Burman to India.
Mr. Mohit Malhotra (DIN: 08346826) was re-appointed as the Whole-time Director and Chief Executive Officer of the Company for a period of five years w.e.f. January 31, 2024 to January 30, 2029 by the Members at the AGM of the Company held on August 10, 2023 and accordingly will continue to be a Key Managerial Personnel of the Company.
Mr. Ajit Mohan Sharan (DIN: 02458844) was re-appointed as Non-Executive Independent Director of the Company for a second term of 5 (five) consecutive years w.e.f. January 31, 2024 to January 30, 2029 by the Members at the AGM of the Company held on August 10, 2023.
As per Sections 149, 150 and 152, read with Schedule IV of the Act, the Company has appointed following persons as Non-Executive Independent Directors of the Company:
• Mrs. Satyavati Berera (DIN: 05002709) has been appointed w.e.f. June 01, 2023 for a term of 5 (five) consecutive years till May 31, 2028. Her appointment was approved by shareholders by special resolution at the AGM of the Company held on August 10, 2023.
• Mr. Sushil Chandra (DIN: 10250863) was appointed w.e.f. November 02, 2023 for a term of 5 (five) consecutive years till November 01, 2028. His appointment was approved by the shareholders by special resolution passed
on December 17, 2023 by way of postal ballot. However, Mr. Sushil Chandra has resigned w.e.f. close of business hours of March 11, 2024, as he was appointed as Member Lokpal of India by the Honourable President of India.
• Mr. Romesh Sobti (DIN: 00031034) has been appointed w.e.f. April 01, 2024 for a term of 5 (five) consecutive years till March 31, 2029. His appointment has been placed for approval of shareholders by passing of special resolution by way of postal ballot.
The Company has received necessary disclosures and notices with respect to appointment / re-appointment of Directors mentioned above.
The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Company has also received from them, declaration of compliance of Rule 6(1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the Indian Institute of Corporate Affairs, Manesar, for inclusion/ renewal of name in the data bank of Independent Directors. With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that they are persons of integrity and possess relevant expertise and experience and their continued association as Director will be of immense benefit and in the best interest of the Company. With regard to proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the Institute, as notified under Section 150(1) of the Act, the Board of Directors have taken on record the information submitted by Independent Directors that they have complied with the applicable laws.
None of the Directors of the Company are related inter-se in terms of Section 2(77) of the Act including rules made thereunder [except for Dr. Anand Chand Burman who is father of Mr. Aditya Chand Burman, for his tenure in the Company (before 08.04.2023)].
Key Managerial Personnel
As at March 31, 2024, following are the Key Managerial Personnel (KMP) of the Company as per Sections 2(51) and 203 of the Act:
• Mr. Pritam Das Narang, Whole-time Director
• Mr. Mohit Malhotra, Whole-time Director & Chief Executive Officer
• Mr. Ashok Kumar Jain, Executive Vice President (Finance) and Company Secretary
• Mr. Ankush Jain, Chief Financial Officer.
Policy on Directors' appointment and Policy on remuneration
Pursuant to Section 134(3)(e) and Section 178(3) of the Act, 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 are annexed as "Annexure 2 & 3" respectively to this report. The same are also available on the website of the Company at www.dabur.com at weblink https://www.dabur.com/sites/default/files/2021-05/111972- policy-on-appointment-of-board-members.pdf
Particulars of remuneration of Directors/ KMP/ Employees
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure 4A" to this report. Further, in terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the aforesaid Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules is annexed as "Annexure 4B" to this report.
Employees Stock Option Plan
During FY 2023-24, 1,89,401 options were granted to eligible employees of the Company and its subsidiaries in terms of Employees Stock Option Plan (Dabur ESOP 2000).
Further, during the year under review, there have been no changes in the Employees Stock Option Plan (Dabur ESOP 2000) of the Company. Further, it is confirmed that the ESOP Scheme of the Company is in compliance with (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
The applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.dabur.com and web link for the same is https://www. dabur.com/investor/investor-information/esops
A certificate from the Secretarial Auditors of the Company certifying that the Employee Stock Option Scheme of the Company is implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolutions passed in the General Body Meetings will be available for inspection during the AGM to any person having right to attend the AGM.
Performance Evaluation of the Board, its Committees and Individual Directors including Independent Directors
Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and 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. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.
The annual performance evaluation of the Board, its Committees and each Director has been carried out for FY 2023-24 in accordance with the framework. The details of evaluation process of the Board, its committees and individual directors, including independent directors have been provided under the Corporate Governance Report which forms part of this Report.
Directors' Responsibility Statement
Pursuant to the provisions under Section 134(3)(c) and 134(5) of the Act, with respect to Directors' Responsibility Statement, the Directors confirm:
a) That in the preparation of the annual accounts, the applicable accounting standards had 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
Pursuant to the provisions of Section 139 of the Act and Rules made thereunder, M/s G. Basu & Co., Chartered Accountants (Firm Registration No. 301174E) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 47th AGM held on August 12, 2022 until the conclusion of 52nd AGM of the Company to be held in the calendar year 2027.
M/s G. Basu & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2023-24, which forms part of the Annual Report 202324. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/comment from the Board of Directors.
The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.
COST AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules 2014, M/s Ramanath Iyer & Company, Cost Accountants, (Firm Registration No. 000019) have been re-appointed as Cost Auditors for the financial year 2024-25 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141 (3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.
The Cost Audit Report for the financial year 2022-23, 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 on August 31, 2023.
There were no observations (including any qualification, reservation, adverse remark, or disclaimer) of the Cost Auditors in the Report issued by them for the financial year
2022- 23 which call for any explanation/comment from the Board of Directors.
SECRETARIAL AUDITORS AND THEIR REPORT
M/s Chandrasekaran Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for FY
2023- 24. The Secretarial Audit Report submitted by them for the said financial year in the prescribed Form MR- 3 pursuant to the provisions of Section 204 of the Act and Regulation 24A (1) of the Listing Regulations is annexed as "Annexure 5" to this report.
The observations made by Secretarial Auditors in the Report issued by them for FY 2023-24 are self — explanatory and do not require any further explanation/ comment from the Board of Directors.
M/s Chandrasekaran Associates, Company Secretaries have been re-appointed to conduct the secretarial audit of the Company for FY 2024-25. They have confirmed that they are eligible for the said appointment.
INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5)(e) of the Act, 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 IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company's IFC system also comprises due compliances with Company's policies and Standard Operating Procedures (SOPs) and audit and compliance by internal audit checks from Pricewaterhouse Coopers Pvt. Ltd., the Internal Auditors. The Internal Auditors independently evaluate the adequacy of internal controls for the majority of the transactions in value terms.
Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board.
To further strengthen the compliance, the Company has deployed a very comprehensive legal compliance system 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 Act re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate 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 Directors' 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 as and when required.
• 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 regulatory amendment is updated periodically in the system.
• Approval of all transactions is ensured through a preapproved 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 regular basis throughout the year as per agreed audit plan.
- Tier-2: Transaction audits are conducted regularly 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 is done on an annual basis including Ind AS-36 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 which is evaluated by the Audit Committee annually.
• The Company 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.
• The Company has in place a well-defined Whistle Blower Policy/ Vigil Mechanism.
• The Company 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 vs. budgets 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 mitigation framework, which is reviewed by the Board periodically. The Risk Management Committee of the Board is responsible for preparation of Risk Management Plan, reviewing and monitoring the same on regular basis, identifying and reviewing critical risks on regular basis, updating the Risk Register on quarterly basis, reporting of key changes in critical risks to the Board on an ongoing basis and a detailed report on yearly basis, evaluation of risk management systems by the Audit Committee 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, their impact and their minimization procedures are assessed categorically under the broad heads of High, Medium and Low risks.
Further, the risks 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. The Board is responsible for framing, implementing and monitoring the risk management plan of the Company. During the year, Pricewaterhouse Coopers, Internal auditors, had tested the Risk & Control Matrices for various processes as a part of Internal financial control framework.
In line with the listing regulations, cyber security risk is included in the risk management plan and a Risk Management Policy with respect to Commodities, including through hedging is also in place.
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.
Dabur has a diverse portfolio consisting of a number of brands and sub-brands across the three verticals of Home and Personal care, Healthcare and Food & Beverages. The Company has presence across various channels such as general groceries, chemists, organized retail, ecommerce and quick commerce.
During the year, the key pillars of company's strategy were as follows:
1. Focus on new products continued: Innovation contributed to around 3.4% of Company's revenue during FY 2023-24. Some of the key product launches in the domestic market were:
2. Expanding Distribution Coverage and Improving Efficiency:
a. In terms of distribution, the Company increased its direct reach to 1.42 million retail outlets. The Company's total retail reach increased to 7.9 million
outlets with addition of around 200,000 outlets during the year.
b. Village coverage expansion continued in FY 202324 with village coverage touching 1.2 lakh villages. The Company continued to focus on its Yoddha program, wherein the Company partners with local representatives in villages who make the brands and products available to consumers in the rural areas. The number of Yoddhas increased to 21,357 during the year.
c. The Company increased its A&P spends at a higher pace increasing A&P to 7.4% of sales from 6.1% of sales in FY 2022-23.
d. E-commerce with 21.8% growth and Modern Trade with 11% growth continued to be drivers of Company's growth.
3. Driving cost efficiency
a. The Company achieved reduction in input costs driven by deflation in commodity price and its cost saving program viz Project Samriddhi.
b. The focus on sales force productivity continued as the EDGE Score improved by 4 bps.
4. Badshah Acquisition
The Company acquired 51% equity stake in Badshah Masala Pvt Ltd and the acquisition was completed on 2nd January 2023. During the fiscal 2023-24, the operations of Badshah were integrated with Dabur successfully. Badshah business saw a growth of 23.3% during the year.
5. Further updates regarding operational performance and projects undertaken by the subsidiary companies can be referred in the report on performance of subsidiaries presented in this report.
SUBSIDIARIES
Dabur Tunisie, a step down wholly owned subsidiary company which was decided to be dissolved during the financial year 2017-18, is under process of liquidation and is expected to be completed by December 31, 2024.
Dabur International Limited, the wholly owned subsidiary of Dabur India Limited has converted its existing branch - Dabur International, Dubai into its wholly owned subsidiary under the name of Dabur International FZE. Approval for the same was granted by the local authority JAFZA in Dubai, UAE and consequently Dabur International FZE had become a step- down wholly owned subsidiary of Dabur India Limited w.e.f. December 7, 2023.
Pursuant to Section 129(3) of the Act and Ind - AS 110 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries.
During the year, no other company, except the companies as mentioned above, have become or ceased to be subsidiary, joint venture or associate of the Company.
Further, a separate statement containing the salient features of the financial statements of Subsidiaries/Associate/Joint Venture of the Company in the prescribed Form AOC-1 has been disclosed in the Consolidated Financial Statements.
The Financial Statements of the subsidiary companies shall be available on website of the Company at www.dabur.com.
Report on the highlights of performance of Subsidiaries, Associates and Joint Venture Companies and their contribution to the overall performance of the Company
Pursuant to Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company is annexed as "Annexure 6" to this report.
Information with respect to financial position of the above entities can be referred in Form AOC-1 which has been disclosed in the Consolidated Financial Statements.
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 Act. As per the policy the CSR activities are focused not just around the plants and offices of the Company, but also in other geographical area based on the needs of the communities. The four focus areas where special Community Development programmes were run during the year are:
1. Eradicating hunger, poverty and malnutrition.
2. Promoting Health care including preventive health care.
3. Ensuring environmental sustainability.
4. Promotion of Education.
During the year CSR programmes were also conducted in areas of:
• Vocational Training and Women empowerment, and
• Promotion of Sports
An additional area - Promotion of Ayurveda, has been shifted from non-focus area to focus area w.e.f. 01.04.2024.
The annual report on CSR activities is furnished in "Annexure 7" which is annexed to this report.
Change in Capital Structure and Listing of Shares
The paid-up share capital of the Company as on March 31, 2024 is Rs.1,77,20,39,162/- divided into 1,77,20,39,162 equity shares of Re.1/- each. The Company's equity shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). During the year, 2,75,698 equity shares of Re.1/- each were allotted under ESOP scheme of the Company and admitted for trading on NSE and BSE.
The shares are actively traded on NSE and BSE and have not been suspended from trading.
Material changes and commitments affecting the financial position of the Company
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements (forming part of this Report) relate and the date of this report.
DISCLOSURES
Number of Meetings of the Board
During FY 2023-24, 5 (five) Board Meetings were held. For details thereof kindly refer to the section "Composition of the Board and its Committees - Table B", in the Corporate Governance Report.
Disclosure on Audit Committee
The details pertaining to the composition of the Audit Committee as at March 31, 2024 including its terms of reference and attendance of Directors at the Committee Meetings has been provided in the section "Composition of the Board and its Committees", in the Corporate Governance Report, which forms part of this Report. All recommendations of Audit Committee were accepted by the Board of Directors.
Details pertaining to other Board Committees have been given in Corporate Governance Report.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Pursuant to provisions of Section 134 of the Act 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 annexed as "Annexure 8" to this report.
Environmental, Health and Safety (EHS) Review
Details with respect to Environmental, Health and Safety (EHS) review are annexed as "Annexure 9" to this report.
ANNUAL RETURN
The Annual Return as on March 31, 2024 in the prescribed Form No. MGT-7, pursuant to Section 92 of the Act is available on the website of the Company at www.dabur.com at the link https://www.dabur.com/investor/investor-information/ annual-return
Particulars of Loans, Guarantees or Investments under Section 186 of the Act
Particulars of loans, guarantees and investments under Section 186 of the Act as at the end of FY 2023-24 are provided in the standalone financial statements (refer Note No. 48).
Contracts or arrangements with related parties under Section 188(1) of the Act
With reference to Section 134(3)(h) of the Act, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were approved by the Audit Committee and wherever required, also by the Board of Directors. No contract or arrangement required approval of shareholders by a resolution. Further, during the year, the Company had not entered into any contract or arrangement with related parties which could be considered 'material' (i.e. transactions entered into individually or taken together with previous transactions during the financial year, exceeding rupees one thousand crore or ten percent of the annual consolidated turnover as per the last audited financial statements of the Company, whichever is lower) according to the policy of the Company on materiality of Related Party Transactions.
Further, there were no transactions undertaken during the year which were not at an arm's length basis, hence the disclosure under Form AOC-2 is not applicable to the Company.
You may refer to Related Party transactions in Note No. 55 of the Standalone Financial Statements for details.
Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government
The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Act, including rules made thereunder.
Disclosure on Public Deposits
During the year under review, the Company has neither accepted nor renewed any deposits in terms of Chapter V of the Act and Rules framed thereunder.
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, leak or suspected leak of unpublished price sensitive information 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 'Policies, Affirmations and Disclosures' - Whistle-Blower Policy / Vigil Mechanism of the Corporate Governance Report.
Disclosure on Cost Records
Pursuant to provisions of Section 134 of the Act read with Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014 it is confirmed that maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act, is required by the Company and accordingly such accounts and records are made and maintained.
Disclosure under Sexual Harassment at the Workplace (Prevention, Prohibition & Redressal) Act, 2013
At Dabur, all employees are of equal value. There is no discrimination between individuals at any point based on race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.
At Dabur, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Dabur.
The Company also has in place 'Prevention of Sexual Harassment Policy' in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy.
The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.
The Direct Touch (Whistle-Blower & Protection Policy) policy also provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The policy also includes misconduct with respect to discrimination or sexual harassment.
Following is the summary of sexual harassment complaints received and disposed of during the year:
• No. of complaints received: 2
• No. of complaints disposed of: 2
• No. of complaints pending: Nil
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.
OTHER DISCLOSURES
1. Details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:
During FY 2022-23, one petition was filed by Visiontech Automation (Partnership Firm) under section 9 of the Insolvency and Bankruptcy Code, 2016 (IBC), as an operational creditor, against Dabur India Limited
claiming an amount of Rs.1.68 crore as operational debt under the IBC. Dabur is contesting the petition filed by the operational creditor and has filed its reply before the NCLT, New Delhi. As at the end of FY 202324, the case is pending before the NCLT, New Delhi. The Company is of the view that the aforesaid claim amount is not payable as the work was not completed by the Vendor.
2. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with reasons thereof:
There was no transaction requiring disclosure or reporting in respect of matter relating to instance of one-time settlement with any bank or financial institution.
SECRETARIAL STANDARDS
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly followed by the Company.
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.
ACKNOWLEDGEMENT
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.