DIL-AR-2014-15

. . . . . . . . . and creation of National Agricultural mission to ensure bet disposable incomes and boost FMCG growth in rural areas. changes in consum who operate within a few kilometers distance and have low cost operating models is posing new challenges to retailers as well as manufac shy of spending is throwing up a whole lot of challenges as well as opportunities which need to be recognized and factored into plans and s DABUR PERFORMANCE OVERVIEW Dabur India Ltd braved the macro headwinds and overall slowdown in market to deliver a steady growth in Sales and Profit during Domestic FMCG business and the International Business reporting a steady volume driven growth despite the challenging external e . investment in infrastructure.Annual Report 14 -15 (g) Evolving consumer lifestyle and greater awareness of brands leading to conversion from unorganized to organized Recent initiatives such as proposed implementation of GST should work for the benefit of organized sector by developing a commo newer schemes to boost rural farm yields. the FMCG industry is also changing fast with technological advancement. The long-term government agenda of investing in infrastructure as well as building smart cities should be favourable for FMCG sect While the long term prospects remain intact. steady The year also saw Dabur embark on a new journey to make itself future ready. both with its products as also its communication.headwinds and overall slowdown in market to deliver a growth in Sales and Profit during 2014-15. Today’s youth are more socia reflected this. The new product launches in India included we therapeutic hair oil Dabur Keratex. a range of new Ayurvedic medicines aimed at treating lifestyle conditions like liver problems The pace of new launches was kept up in our International Business as well with the introduction of new products such as Miswak Gold Toot While the new products sought to appeal to youth. In Dabur has always been well connected to its consumers. Keeping pace with this changing consumer landscape. Dabur began the year with the extension of its popular brand Hajmola into the confectionery space with the launch brand Chyawanprash in a first ever chocolate flavor to expand its usage among children. With Vatika’s new . even the campaigns were tailored to speak their language. In addition. we are not just tailo On the product front. 6% from ` 913. both of which were first released in the digital space.1 6 Corporate Overview Board & Management Reports Brave & Beautiful campaign. the protagonist’s story of coming out stronger after losing all her hair to cancer.5 crores in fiscal 2014-1 • Profit After Tax (PAT) increased to ` 1065.8 crores in 2014-15. delivers this message These new campaigns. Riding on these initiatives.1 crores in fiscal 2013-14 • Earnings Before Interest. Depreciation and Amortization (EBITDA) increased by 14. The Brave and Beautif the Goafest 2015. Dabur drove demand and generated volume-led growth even though the environment remained challenging. Taxes.03 in 2014-15 from ` 5. Meanwhile. Home & Personal Care (HPC) and Foods verticals accounts for 66% of c • International Business includes Dabur’s organic overseas business as well as the acquired entities of Hobi Group and Namaste Laborat . have been very well received. Th • Net Sales grew by 10.4 crores in fiscal 2014-15 from ` 7. winning the Grand Prix along with seven other trophies.5% to ` 1474.054.7% to ` 7806.21 in 2013-14 STRATEGIC BUSINESS UNITS Our business structure today stands as below: • Consumer Care Business incorporating the Health Care.9 crores in 2013-14 • Diluted Earnings Per Share (EPS) increased to ` 6. the Sanifresh campaign was chosen as one o We continued to reach out to our consumers through a variety of on-ground initiatives that not only gave them an opportunity to experienc sustained improvement in customer relationships. up 16. the benefits of which are being validate in the Ayurveda Health Care category in the Brand Trust Report 2014. Dabur is also Chyawanprash. This vertical contribut Health Supplements Dabur’s Health Supplements portfolio which accounts for 18% of Consumer care comprises three key brands . During the year 2014-15. diabetes. targeting the growing number of consum treatment to consumers. Digestives. free of cost. released by Trust Research Advisory. our among the biggest .India is seeing fast emergence of lifestyle diseases such as obesity. matters of health are capturing prime space in the consumer’s mind.Dabur Chyawanpras with a strong 14% growth. depression. the growing incidence of lifestyle diseases among the younger population Given this rise in lifestyle diseases. brand Dabur evokes trust in the minds of our consumers and is well placed to cater to t health & well-being of every household. we have strengthened our digital initiatives towards health care. hypertension and chron survey further found that over 23% men in the same age group had a growing rate of high cholesterol. Dabur has built a network of doctors and experts who regularly interact with consumers/patie Dabur has a highly experienced R&D team and access to the centuries old knowledge of Ayurveda. Dabur’s Health Care vertical comprises Health Supplements. While it’s more prevalent in 1 Annual Report 14 -15 25 and the average age is expected to reach 29 by 2022. OTC and Ayurvedic Ethical Products. high cholesterol. Individuals have become m With a legacy and experience of 130 years. As part of our commitment to safeguard the health of the future generation. Jharkhand. We have identified key opinion leaders and joined hands with doctors from reputed health care providers to spread the word about Campaign of the Year category. This is especially true for children since their im need for increasing immunity especially amongst children. Bihar. Dabur Chyawanprash conducted its mega health aware Delhi. Maharashtra and Madhya Pradesh.Rising disposable incomes. coupled with the onset of lifestyle-related diseases and growing awareness about health care are key factors co strong immune system provides protection from a host of diseases and recurring ailments. educating children on the need to build a stronger immun 1 8 . Uttar Pradesh. and we have been rolling out a slew of new initiatives aimed at further deepening our commitment towards the health & well-being of every household.daburhoney. www.Corporate Overview Limited Board & Management Reports Health Care is a key pillar of growth for Dabur. The premium health supplement Ratnaprash was rolled out nationally and has been very well received. we have been sharing information on staying fit and even helping consumers develop a tailor-made fitness diet plan for themselves. This microsite also gave Financial Statements Dabur India consumers an option to chat with a dietician online to discuss the diet plans. As the market leader. The new campaign communicates the message that Dabur Ratnaprash helps rebuild your strength. performed well across the entire Chyawanprash portfolio. consumers are increasingly seeking convenient solutions and food products to manage their health and remain fit. vitality and energy that’s drained by the stress of day-to-day living. A spoonful of honey. During the year. Special commercials were created during the year to spread this message. your Company has taken the ownership of growing this category through a variety of other initiatives aimed at increasing its usage. Dabur has been focusing on this consumer need and has been positioning Dabur Honey as a weight management expert. Honey has been traditionally known for its numerous health benefits. We have developed a brand portal. which included doing cross . Through this portal.com to propagate the benefits of Honey and its role in overall health and fitness. when taken with lemon and warm water early in the morning. including its flavoured and sugar-free variants. on an empty stomach. In fact flavours and variants launched in the last couple of years have gained scale and now contribute about 10% to Chyawanprash portfolio. your Company signed Bollywood actor Anil Kapoor as the brand ambassador for Dabur Ratnaprash. stamina. The year saw Dabur expand the flavoured variant portfolio with the introduction of a new Chocolate-flavoured Chyawanprash. and a new TVC was unveiled with the tagline: ‘Feel the Power of Youth’. Given the growing incidence of obesity and other lifestyle diseases in the country. vigour. is known to be a traditional recipe for weight loss. Dabur Chyawanprash Chocolate offers the same goodness of Chyawanprash in a tasty chocolate flavour that would appeal to children. The Hajmola 19 Annual Report 14 -15 Chatpata Number 1 activation bagged the Silver in the Small Budget on-ground Promotion of the Year category at the WOW awards. Pudin Hara. Dabur Glucose. flavours and packaging. India has about 20% of the world’s 0-4 years’ child population. however. The Anardana flavor which was launched last year has become one of the key variants in the portfolio.2% of the Consumer Care Business. Sales for the Digestives Category accounted for 6. This initiative gave consumers an opportunity to experience the cooling benefits of Dabur Pudin Hara Lemon Fizz which gained momentum and share of the fizzy antacids category. parameter. Janam Ghunti.000 people participating. promotions at Modern Trade outlets with adjacent categories like green tea and breakfast cereals. Dabur Honey was ranked first and also achieved full score on the Hydroxymethylfurfural.2% of the Consumer Care Business and ended the year 2014-15 with 7. SKUs and channels. Internet is also emerging as an information seeking and popular shopping channel especially amongst working parents who look for convenient source of information and shopping alternatives due to lack of time. comprising products like Dabur Lal Tail. significantly larger than the number in China. or HMF. The brand set up India’s biggest umbrella at the mela and undertook the largest-ever sampling exercise for Pudin Hara Lemon Fizz during the course of one month. During the year 2014-15. What’s even more interesting is the fact that a number of modern nuclear households are increasing embracing traditional values that have been passed down through generations and age-old natural ingredients & products when it comes to caring for their children.5% this year. which is one of the key congregations in rural India. Hajmola Chuzkara and introduction of a new flavour . driven by rising incomes.1. Digestives The Digestives franchise comprising mainly of Hajmola and Pudin Hara grew by 11. thanks to a favorable season. the brand grew well across regions. India is home to the largest number of children in the world. the purity and quality of Dabur Honey got an independent certification when it was ranked as the best honey in the country. Auditions for this talent hunt was organised across 80 towns in Uttar Pradesh and 40 in Bihar to identify the best in stand-up comedy. During the fiscal. making it one of the largest emerging market for baby care products. These initiatives have garnered a good response and helped us grow our share of the powdered Glucose market. Dabur Glucose reported good growth during the year. by Consumer Voice Magazine (a Ministry of Consumer Affairs publication). The winner of this talent hunt got a chance to make an acting debut in a hit television comedy caper ‘Ajab Gajab Ghar Jamai’. The recent years have seen a spurt in demand for baby care products.3% growth. growth in nuclear families and general rise in awareness levels among parents. Dabur Hajmola also undertook some mega consumer connect initiatives aimed at reaching out to its target audience and also increasing trials through large scale sampling. Ashokarishta and other Ayurvedic medicines contributed to 9.variants. Dabur initiated a unique branding and sampling initiative at the Nauchandi Mela. The test results further stated that no traces of any antibiotics were found in Dabur Honey. OTC & Ayurvedic Ethicals Dabur’s OTC & Ethicals portfolio. Dashmularishta. riding on its differentiated proposition of offering ‘cooling energy’. Powder glucose consumption cuts across socioeconomic classes but is largely a non-differentiated product.Hajmola Chatpat. which is often used as an indicator for the quality of honey. According to independent estimates. During the 2014-15 fiscal. The other major brand in this category. which saw an overwhelming response with over 5. and Dabur has been working towards creating differentiation in the market with newer This activity also helped us reach out to over one lakh consumers on ground who sampled Hajmola. Riding on these initiatives. The Hajmola franchise performed well during fiscal 2014-15 with extension of the brand into the semiliquid candy format. The results were declared in the January 2015 issue of Consumer Voice magazine after an independent and detailed comparative product testing of 10 honey brands in the market. The other key brand in this category. Dabur Hajmola organised a mega comedy talent hunt with Hajmola Chatpata No. reported a strong double-digit growth and closed the year with gain in market share. Honitus. had a muted year. . As a result of this initiative. headache. In fiscal 2014-15 special visibility drive was conducted across chemist and retail outlets for Dabur’s key Women Health Care brands like Dashmularishta and Ashokatrishta.72 lac chemists to 2. Our campaigns continued to propagate the benefits of Dabur Lal Tail and also address some of the queries raised by consumers. This has led to an increased awareness of the benefits delivered by the brand among urban consumers leading to good demand from metros and tier 1 cities.186 to 87.000 mothers through 1.600 maternity clinics across India. Our communication also sought to extend their usage and relevance beyond the post-natal period and established them as excellent products for overall rejuvenation. Dabur Lal Tail today controls a third of the baby massage oil market. pain etc rather than going to a doctor. The .Dabur’s flagship brand in the Baby Care category. Self-medication. Honitus continued to perform well driven by sampling initiatives through clinics. the role of the chemist has become highly important as consumers tend to seek his advice for minor elements like cold. This helped Dabur Lal Tail end the year with good growth and an uptick in market share. Dabur is now expanding its Baby care portfolio with the launch of a new range of products which have natural oils and are free of chemicals under the brand ‘Dabur Baby’. In such a scenario. health camps and special drives were conducted to build greater awareness about these brands. This is helping the Company increase advocacy of its products and also build the foundation for expansion of its healthcare portfolio through new product initiatives. fever. Keeping this in view Dabur had initiated Project Core last year aiming at increasing availability of our healthcare range as well as improving the connect with chemists. Specially targeted TVCs were made to convey the benefits of key ingredients in the product. the product was also sampled with over 50. trade fairs and consumer promo packs. is also seen as the most inexpensive form of health care with visits to doctors being reserved for major ailments only. besides being convenient. As part of a consumer-connect initiative. The product is free of paraffin and parabens making it completely safe and wholesome for babies. coverage of chemists under Project Core increased from 49.047 and total chemist reach went up from 1.12 lac chemists. The first to be launched in this range is Dabur Baby Massage Oil with Olive & Almond. In addition. Dabur’s flagship brand in the Baby Care category. In the Cough & Cold category. Dabur Lal Tail today controls a third of the baby massage oil market. proposition of effective cough relief with no drowsiness worked well for the brand and helped the brand gain market share during the year. The 20 brand format was extended to include the refurbished Dabur Madhuvaani brand under the Honitus umbrella. Madhuvaani . . Dabur Honitus joined hands with a private FM radio channel and launched a nation-wide hunt to identify child radio-jockeys. Dabur put in place a series of initiatives to educate people about the product range and to propagate messages on the Ayurvedic way of life to manage health and diseases. Moving forward on its commitment towards the health & well-being of every household. in addition to special Health Camps and Vaid (Ayurvedic doctors) meets throughout the year.000 kids from 523 schools across the country participated in this initiative and they were asked to create a television commercial for Dabur Honitus with children as the target audience. was promoted aggressively through focused activities at Dabur Ayurvedic Centres. In a separate initiative. As part of its efforts to reach out to kids. These new initiatives were unveiled at the 6th World Ayurveda Congress held at Delhi where Dabur was the prime sponsor. contemporary look-and-feel. kidney stones. which was re-launched a year ago. While winners from across 45 cities earned the opportunity to co-host the evening show in their respective cities. These products are formulated with natural plant extracts and ingredients which have been known for ages for their health benefits. hypertension & prostrate enlargement. Around 30. the grand-finale winner got an opportunity to showcase his skills on-air. Dabur also announced the expansion of its Ayurvedic medicines range with the launch of a number of new products aimed at Financial Statements Dabur India treating lifestyle conditions like liver problems. the new packing also helps in bringing about uniform visibility to consumers. Dabur Honitus roped in school kids from across the country to create special TV commercials for the brand. These commercials. Under the first initiative. Ayurevda is the core philosophy of Dabur’s business and the Company has been promoting and marketing a wide range of ethical healthcare products based upon this age-old system.Corporate Overview Limited Board & Management Reports is an Ayurvedic cough remedy having honey and a number of traditional herbs which help address chronic cough and sore throat. In addition to giving the Ayurvedic medicines a modern. This activity not only gave kids a platform to discover their hidden talent and showcase their skills but also gave parents the unique opportunity to actively participate in encouraging them in their endeavour to win the title. Dabur Honitus also rolled out two unique programmes. specially created and edited by school children. The entire Ethical & Classical umbrella range. were unveiled on the occasion of Children’s Day. especially the hair care market.accounts for 13. India is a unique market on account of its diversity in age. fast growth of ecommerce and modern retail are all driving the consumption in Indian personal care segment. Dabur’s premium toothpaste brand Meswak also recorded strong gains. beauty and grooming has become an important consideration among men and women and this has given a significant boost to India’s personal care industry. the biggest-ever by the brand. becoming one of our fastest brands to achieve this landmark. in fact. Dental camps were organized. which now comprises Oral Care. which sought to improve the dental hygiene levels among school kids in India and educate them about best dental care practices. with its strongly differentiated positioning of an Ayurvedic oral care expert. has outperformed the industry and ended the year with strong double-digit growth. Over 700 students from different Ayurveda colleges across India participated in the qualifier rounds to represent their college at the Grand Finale of Ayurved Samvad Inter-College Quiz Contest. Dabur’s toothpaste portfolio grew by 14% during the fiscal despite heightened competitive intensity and entry of newer brands. young adults. been the fastest growing toothpaste brand in the country during 2014-15. Dabur Babool was relaunched this year in an all-new avatar. from the most modern urban ones to the local rural schools. Madhya Pradesh and Maharashtra. This initiative covered the entire spectrum of schools. accounts for nearly 48% of the total Consumer Care Business. this pace of growth slackened for the industry in the 2014-15 fiscal.daburcentalcare.7% of the Consumer Care Business.which sought to enhance knowledge and increase learning opportunities for students from various Ayurvedic colleges. The personal care category for Dabur. This initiative was conceived as a means to disseminate knowledge about common oral diseases and the importance of oral health care. which comprises the two key product categories . Skin Care and Home Care. the brand was introduced in the institutional space in a 10gm pack and distributed to consumers through a special ‘Delight Box’ through www. was launched that helped it win a whole new set of consumers. with its differentiated positioning. Dabur Babool Clove Power combines the two potent natural ingredients in a unique formulation that not only gives cooler and refreshing breath but also helps relieve gum and toothache. Many people. between the age group of 20 and 35 years. . Given its demographic advantage. Dabur rolled out a series of school contact programmes to increase oral hygiene awareness and providing information on oral health to school children in Uttar Pradesh. The brand crossed the ` 300-crore turnover mark during the year. incline in the population demography and rising oral hygiene awareness both in urban and rural areas. Dabur’s toothpaste brands put together now have a significant share in the Toothpaste category. In addition to sustained media activity on the brands. The third brand in the portfolio. which helped us reach out to more than 2 lac individuals.com. particularly kids. But Dabur’s Oral Care business. Over 200 Health Camps were organized across the country during 2014-15. a large number of doctor meets were organized. growing awareness of specialized products. During the year. Dabur Babool Clove Power. Hair Care. which packs the benefit of two powerful oral care ingredients . aspirations of using premium brands. a host of new initiatives were launched to drive trials for the brand. An inter-college quiz contest was organized on Ayurveda . from poorer sections of the society are unable to receive the required dental care in our society. A growing proportion of working women. which also helped generate trials for the brand. However. and urbanrural demographics.In addition.Ayurved Samvad . The Company arranged for doctors and students from medical colleges to visit our R&D facilities to understand the science behind producing our range of ethical and classical medicines. Oral Care In the recent years India’s oral care market has been growing well riding on increasing disposable incomes. Dabur Red Toothpaste has. continued to be the key growth driver for Dabur and registered strong gains in market share. Also.toothpaste and toothpowder . HOME AND PERSONAL CARE In the past few years. income. 21 Annual Report 14 -15 Dabur Red Toothpaste. A mega exchange offer. are increasingly driving consumer and lifestyle trends in the marketplace. targeting over 2 millions kids. Dabur’s Oral Care portfolio.Babul ‘Acacia Arabica’ extracts and Clove Oil. Dabur’s other key brands in the category – Vatika Enriched Coconut Hair Oil and Dabur Almond Hair Oil – also performed well. Dabur launched ‘Dabur Anmol Coconut Hair Oil with Jasmine’. Dabur Lal Dant Manjan emerged as the No. 1 player gaining significant market share in the toothpowder market. Vatika Enriched Coconut Hair Oil with Hibiscus which was launched last year recorded good growth and has gained scale in South Indian market. The recent years have seen a marked shift in consumer tastes and preferences. A new campaign was launched where the brand connects itself with the consumer at an emotional level by highlighting the strength of relationships with the ritual of oiling your hair.3% growth in FY15. . strengthening the hair. has been addressing the needs of the Indian consumers for years. Our increasingly fast-paced lives and the lack of time has resulted in a drop in the frequency of hair oiling with the trusted ‘massage’ routine now relegated to weekends in most homes. faster and better growth and reducing the problem of falling hair. particularly among the new generation. making it more youthful and relevant. Riding on these initiatives. a non-sticky coconut hair oil which is a unique blend of coconut. The campaign has been very well received. the value added hair oil market is now fast emerging as a growing category due to specificity of benefits being offered by these products. The new identity modernized this over 75-year-old brand. The year also saw Dabur roll out focused advertising campaigns for specific geographies. Dabur maintained its market share in the hair oil market in 2014-15 despite the overall category witnessing a decline. The product has garnered a good response in its focus markets. Our biggest and oldest brand in the hair oil category Dabur Amla Hair Oil was re-launched during the year in a contemporary avatar with a sleek and consumerfriendly flip-top packing. This segment posted 10. and also catering to the emerging demands with the launch of an array of new products that would cater to changing requirements and trends. with its portfolio of trusted natural hair care solutions. Hair Care Dabur’s Hair Care portfolio comprises Hair Oils and Shampoos and contributes to 22.Dabur’s toothpowder offering Dabur Lal Dant Manjan also reported steady demand. Hair Oils Hair oiling has been a part of the Indian tradition for generations. Your company is now moving ahead with geography focused marketing strategy for each of its hair oils brands. Dabur. almond and jasmine. In addition to nourishment. Hair oils have always been perceived to provide benefits of nourishment. Riding on rural activation programmes that sought to convert non-dentifrice users to toothpowder. Also. In a bid to cater to the growing demand for styling hair products. in consonance with today’s lifestyle.8% of Consumer Care business. hair oils also offer cosmetic benefits in terms of aiding hair styling. Dabur 22 .Our presence in the hair oil market was further strengthened with the launch of an Ayurvedic therapeutic hair oil. Dabur Keratex Oil is made from specially selected Ayurvedic herbs that not only help control hair fall and dandruff. Brave and Beautiful. It’s not often that a hair care brand chooses to take the social path when endorsing its proposition to the people at large. In a gesture that aims to salute the undying spirit of fighters from cancer. Their stories were put together in the form of a Coffee Table Book to inspire millions of others who are fighting this dreaded disease today. Keratex. Financial Statements Dabur India Dabur also developed a special product range – B&B Shampoo and hair oil . Going forward. becoming one of the most successful digital campaigns ever. The shampoo business for Dabur ended the year with strong double-digit volume led growth. A select few such stories are also being filmed as an advertising campaign and will be aired shortly.Corporate Overview Limited Board & Management Reports Dabur’s shampoo range under the brand Vatika continued to perform well in fiscal 2014-15 driven by the herbal proposition and a highly successful marketing campaign. . which invited the brave & beautiful women who have defeated cancer to share their stories with the brand. Dabur Vatika launched an emotional ad campaign for this natural hair care brand. This range was distributed to the cancer survivors. but also provide scalp nourishment. Titled #BraveandBeautiful.which is completely chemical free and is clinically proven to be mild on sensitive scalp. your Company plans to continue to expand its hair oils portfolio with addition of specialized products to cater to the emerging hair care needs of its consumers. Shampoos Dabur’s shampoo range under the brand Vatika continued to perform well in fiscal 2014-15 driven by the herbal proposition and a highly successful marketing campaign. The brand took this forward with the launch of an onground initiative. This campaign generated over 3 million views on youtube within a month of its launch. the campaign takes a peek into the life of a cancer survivor and the many odds that the person is faced with during this trying phase of their journey. Brave and Beautiful. Alternate manufacturing lines were set up which stabilized the production of skin care products in the fourth quarter. which includes Air Fresheners. Odomos marked its foray into the wearable mosquito repellent products market with the launch of Odomos wristbands and patches. even rural households are now increasingly switching to branded products. continued to be a key growth driver for this category. . Dabur’s leading home and air freshener brand. has led to the strong growth of home care products category. The brand also continued its occasion-based communications. thanks mainly to rising awareness levels led by deepening media penetration and an increase in disposable incomes in rural India. The portfolio contributed 6. This has fuelled demand for products such as air fresheners and hard surface cleaners. OxyLife. Diwali and Karwa Chauth. which is a range of skin care products based on rose extract. as consumers are increasingly seeking a healthier environment inside their homes. The brand has also entered into an agreement with Pogo under which Odomos uses the image of Pogo’s most loved character Chhota Bheem to adorn the wristband and mosquito repellent patches. Mosquito Repellents and Toilet Cleaners. This was driven by new launches. focused media activity and various consumer-connect initiatives. Fem Miss North India Princess 2014 that sought to discover the most beautiful and fresh new face of North India. The products are both water resistant and contain 100% natural Citronellal active. While the youth are spurred by greater awareness. This will be coupled with a new school contact initiative. also continued to report good growth. This model hunt was conducted across colleges and institutes in North India with onground activations. is being expanded with the launch of two new products in the first quarter of 2015-16 fiscal. targeting the salon channels. Oxylife (Bleaches and facial kits) and Gulabari (for Rose-based Skin Care products). This category reported 8.3% growth during the year despite a fire incidence in the third quarter which led to damage to skin care manufacturing plant at Baddi and resulted in some loss of sale. This segment accounts for 5. The other beauty brand in Dabur’s portfolio. We have initiated a new campaign. Dabur’s Skin care business comprises three key brands . While urban India has been largely driving this demand. Odonil has now established itself as a complete air freshening expert with a variety of air care solutions. particularly from the salon channels. The mosquito repellent brand Odomos also performed well during the fiscal 2014-15. cold cream and lotions and now it is being extended with the launch of rose-based facial cleansers. targeting the wedding season. where we will be reaching out to students and educating them on prevention from mosquito-borne diseases. continued to perform well and ended the year with 13. Growing urbanization.1% to Consumer Care Business. Gulabari. Another addition to the range was the Odomos roll-on format which has been introduced recently. particularly Dengue. among others. the middle aged and older population is seeking products to meet their need to look younger and delay the onset of ageing. All these initiatives were very well received by consumers. performed well driven by a new campaign targeted at youth. With the launch of new formats like One-Touch Sprays and sustained media campaigns that highlighted the benefits of air freshener products. A number of innovative consumer activations were rolled out during the year. The year 2014-15 saw the expansion of the Odomos range with the launch of several modern formats. The facial kit range. Looking good is now no longer reserved for special occasions but is emerging as a daily necessity.1% of the Consumer Care Business. Odonil. positioning Odomos as the expert for protection against Dengue causing mosquitoes.Fem (for fairness bleaches and hair removing creams). Gulabari portfolio currently has rose water. which repels mosquitoes. rise in number of dual income households coupled with increasing awareness about hygiene 23 Annual Report 14 -15 among households.Skin Care Skin care market in India has been witnessing good growth across age groups. which helped spread awareness about Dabur’s beauty brands and also build a long-term emotional connection between the brands and the customers. Fem Fairness Naturals launched a mega model hunt.2% growth. Home Care Dabur’s Home Care portfolio. Dabur. During the festive season. The year began with the launch of 100% natural Tender Coconut Water under the Réal Activ brand. coupled with a strong desire among consumers to maintain a healthy lifestyle and growing awareness of natural ingredients and their benefits. Eid and Christmas have become very popular among consumers. Réal Activ Tender Coconut Water is rich in minerals. Similar cleanliness drives were also undertaken across government schools in the National Capital Region. offered around festivals like Rakhi. is driving demand for functional foods and beverages in the country. The brand has also adopted public toilets in key marketplaces in Lucknow and Delhi. Réal continued its ‘Dil Se Dua’ campaign to fight malnutrition among underprivileged children. traffic cops. This initiative would cover both rural households and schools as lack of hygienic sanitation facilities in schools is a major need for girl students. Réal fruit juices crossed the ` 1. Lohri. totally pure and 100% natural with no added sugar or preservatives. This is providing a fillip to the packaged fruit-based beverage and juice business where Dabur is the dominant player with its brands Réal and Réal Activ. Dabur also continued to invest behind its food brands with special campaigns and a host of consumer initiatives. Baisakhi. has been introducing newer variants and occasion-led offerings to meet the consumer’s needs.The toilet cleaner brand Sanifresh performed well during the year. Sanifresh has been working towards providing clean and germ-free public toilets across the country through a series of awareness building campaigns and special cleanliness drives across Sulabh public toilets in Delhi and Uttar Pradesh. Under this new initiative. Diwali. Growth in the economy. becoming the youngest brand in Dabur to achieve this landmark. Sanifresh is committed to improve the sanitation facilities for girls at schools as a responsible corporate citizen of the country. Real also honoured the unsung heroes like policemen.2%. Under this ‘Dil Se Dua’ initiative.5% of Consumer Care Business. FOODS Dabur’s Food business accounts for 18. including participation in popular trade and food fairs to reach out to a large number of consumers for sampling the new variants. In addition. Dabur encouraged people to sign on a pledge to support the kids and against each signature. Dabur committed to give one pack of Réal fruit beverage to a needy kid. who help keep the city safe & healthy with their selfless work. Consumers are seeking wholesome and convenient solutions that provide the required nutrition. driven by a series of social initiatives and the launch of its mega drive ‘700 Se 7 Kadam’.000-crore turnover mark (including its sales in overseas markets). which has the largest range in the industry. Re 1 from every pack of Sanifresh sold will be collected and utilised to build toilets for women in rural India. INTERNATIONAL BUSINESS Dabur’s International Business contributes to about a third of consolidated sales with revenues coming . nurses and municipality workers. Dabur’s Foods business had another fruitful year with strong growth of 20. covering Rakhi and Diwali. Réal’s special occasion gift packs. Country-wise provided in Chart 8. break up of sales is . Europe and 24 Americas.from Middle East. Africa. South Asia. An extensive range of skin care products under the brands Fem and Dermoviva have been added in the last few years which has received a good response from consumers. An overview of performance of each of the regions during fiscal 2014-15 is presented below. Bangladesh and Sri Lanka. This business comprises a large range of hair. skin and oral care products which cater to the local population as they have been created keeping in mind local tastes and preferences. Egypt. We provide a large range of hair care products such as hair oils. hair gels. Turkey. Almost 70% of Dabur’s overseas business has been built with own brands in an organic manner. Nigeria. The business follows a localised supply chain strategy whereby own manufacture facilities have been set up in each of our key markets such as UAE. Kuwait and Oman are the largest markets for our products. conditioners.2% share in hair oils and 32. Of this UAE.9% in hair cream category. Our product portfolio is almost entirely in personal care with hair care being the largest segment. KSA. Middle East Middle East constitutes 32% of the total International business.Corporate Overview Limited Board & Management Reports Chart 8 : International Sales Breakdown Americas 16% The International Business recorded sales of ` 2.6 crore during fiscal 2014-15 growing by 7. The oral care portfolio comprises Dabur Herbal Toothpastes. Dabur entered the shampoos category two years ago and has built a niche position on the herbal platform in this highly competitive segment. Nepal.422. Dabur is the largest hair oil and hair cream company with 65. nourishment products such as Hamam Zaith and serums. In Saudi Arabia which is one of our important markets in this region. shampoos. Middle East region recorded strong double digit growth in 2014-15 with Financial Statements Dabur India improvement in market share.6% over previous year. Tunisia. Dabur’s share in shampoo . hair creams. Adverse currency movements and disturbances in a few geographies led to lower growth as compared to last couple of years. Miswak toothpaste and a number of extensions and variants. This year marked the launch of extensions in the categories of Hair Cream. this year marked the launch of an inshower hair removal cream. Soaps. South Africa and Kenya. The brand Vatika continued to innovate in the hair care space by launching localized offerings specific to the region and increased its natural ingredient brand equity. Syria and Tunisia were impacted by geo political disturbances as well as currency volatility. During the year. Anti ageing and Smokers’ . The key categories of Lotions. Morocco. has performed exceptionally with a high consumer traction and interest in the range of cleanser toners. Black seed and Argan shampoos. The skin care brand ‘FEM’ has performed quite well in 2014-15. After a successful packaging design overhaul. FEM Hair Removal Creams have been a strong growth pillar for the brand. However our brands Miswak and Dabur Herbal Toothpaste performed well and consolidated their market shares. The entry of Vatika into Hair colors did well further expanding the formats offered in the form of 10 minutes hair color kits. The brand aggressively innovated this year to reinvent its existing offerings and extend its equity in other hair care formats as well. Hand washes and Skin creams were re-launched with better packaging and new formulations extensively pre tested by the targeted consumers. Key markets within Africa are Egypt. 1 position in hair creams and hair oils.7%. The brand has performed well on the back of a host of successful launches last year which have grown well this year. The brand also launched innovative localized variants in markets like Pakistan such as Vatika Enriched Hair Oil Sarson. A new indigenous format called FEM Halawa was launched in the depilatory segment. Dabur’s hair oil category performed well with market share improving by over 300 bps to reach 27. Yemen. with revitalization of the brand driven by launch of a host of new formats. Nigeria. Dabur Herbal Toothpaste brand underwent a packaging change and a new clove variant was introduced. In Nigeria the company has undertaken a distribution restructuring exercise switching from an outsourced distribution model to own indigenous last mile distribution system. Vatika Reetha Shikakai. Egg. Market share in hair creams improved to 33. Face care category. This year’s highlight was the relaunch of Amla hair cream in a new and innovative pack with benefits in line with its recently launched shampoos and conditioners.4%. This resulted in some impact on sales although the company’s market share in oral care remained stable at around 6%. Building on the innovative offerings that have been the hallmark of the brand. The existing portfolio of oils and serums under the Amla brand also performed well. Egypt is one of the largest overseas markets for Dabur contributing to 12% of international business sales. Shampoos and Hamam Zaith under the Vatika Brand and a unique variant of Vatika Oil was developed and launched specifically for the Egyptian market. Fem also extended its base range of hair removal creams with the launch of Gold Fem hair 25 Annual Report 14 -15 removing cream with actual gold particles.9% with our brand Vatika retaining leadership position in the category. Recognizing the universal appeal of the brand in the region Amla also developed a specific hair care offering for the younger target audience with the launch of ‘Amla For Kids Hair Oil’. In spite of geo political disturbances in the region the business delivered strong double digit growth and the company maintained its No. Africa Africa is an important region for Dabur comprising 23% of total international business. face washes and face scrubs. into which Dermoviva debuted last year. The company has been focusing on deepening its market presence in Africa by establishing its own brands as well as building the specialised hair care offerings under the brand ORS which was acquired a few years ago as part of acquisition of Namaste Laboratories LLC. This year Vatika extended its range of Enriched Hair Oil and hair creams into Argan and Black Seed Alpha ingredient range and also featured the launch of Argan Hamam Zaith. A new range of Hamam Zaiths were launched under the brand. Henna . Dabur Herbal Toothpaste entered the specialized category with the launch of Sensitive. The DermoViva portfolio of skincare products posted good growth in 2014-15. The company has launched a range of mass priced products under the brand Amla. In UAE. The North African belt comprising markets such as Algeria.category reflected an uptick as Vatika Shampoo range continued to perform well. Our market share in hair creams improved by 300 bps to 36% and in hair oils the share moved up to 65. distribution and promoters (consumer education) infrastructure in Africa. South Africa. Distribution infrastructure for Namaste was expanded during the year to countries such as Ivory Coast. The company is selling fruit juices in the local market under the Real brand besides other products such as Honey. Our key brands in this market such as Hajmola. The portfolio is marketed under brand ORS which enjoys a premium positioning in African markets. Odonil and Red Tooth Paste were introduced into the market and received a good response. Congo. Kenya. Pakistan witnessed renewed momentum and reported strong growth. Bahrain and Qatar. Gabon. During 2014-15 the focus has been on building the manufacturing. Dabur has set up sales and marketing operations in Sri Lanka post the commissioning of its fruit juice facility near Colombo. Bangladesh. Toothpastes. Iraq. Hair Oils and Shampoos. The Nepal business recorded good growth during 2014-15. Odonil. Morocco. The plant has facilities to manufacture range of Hair Oils. Shampoos. Americas Americas contribute to 16% of International Business. Namaste Laboratories LLC provides a wide portfolio of hair care products specially designed and created for African consumers. Dabur Honey and Odonil.The Key brand in the portfolio Real Fruit Juices achieved a major landmark in FY 15 by crossing INR 100 crores in turnover. Dabur’s major presence in America is through the hair care portfolio of Namaste Laboratories which caters to people of African . Initiatives were taken to strengthen the distribution network and penetrate deeper into rural areas in order to increase availability of our product range. This brand is a key pillar of our expansion strategy in Africa. Saudi Arabia. Uganda. Pakistan and Sri Lanka. The region contributes 17% to International Business sales. The year saw a sharp focus on enhancing business processes & systems. Reunion. In addition Miswak brand expanded its portfolio with launch of a range of Alcohol free Mouthwashes as well a premium version of the iconic Miswak toothpaste in the form of Miswak Gold. Sanifresh. Ethiopia. The newly set up green field plant at Dhamrai on the outskirts of Dhaka commenced production during the year. South Asia (ex India) Dabur’s key markets in this region are Nepal. A unit has been set up at our plant at Rasal-Khaimah to serve as a manufacturing base for servicing the Middle East and African markets and this is currently manufacturing top 8 SKUs of ORS range of products. Dabur Amla Hair Oil and Vatika are quite popular and received good offtakes. Bangladesh performed well despite political disturbances in the country. A network of educators and brand ambassadors has been set up in Nigeria.toothpaste. Oman. Rwanda. the most notable being Hajmola Lapsi –a local innovation. Madagascar. The year saw a number of new launches. nourishment. straighteners. styling and . The business has a wide 26 range of products such as relaxers.origin residing in the US. Hair Serums and Hair masks introduced under the Vatika brand received a good response. This is the first of its kind innovation in this category that smoothens and holds down relaxed and natural hair edges while adding shine and moisture without hardening the hair. Products under this range allow the consumers to prepare their own conditioning mix. with a combination of cream base and oil. long and beautiful. Monoi is an exotic. An innovative product called ORS Edge Control Hair Gel Stick was introduced this fiscal. The products introduced last year under Curls Unleashed and HAIRepairTM performed well during the year. leaving hair strong. Shine Booster. pricing alignment among various markets and under performance of the relaxers category.Corporate Overview Limited Board & Management Reports cleansing products under the brand ORS. The business witnessed strong growth Financial Statements Dabur India driven by distribution and range expansion. The products introduced under this range are : • ORS Monoi Oil Anti Breakage Oil Fusion – a unique blend of Monoi oil. However. Moisture Lock. The relaxers category witnessed a slow down as consumer preferences were shifting towards a more natural curly look rather than straightening. ORS Monoi Oil features healthy Omega 3 and 6. The range includes Shealicious Scalp Relief. plus antioxidants to protect hair from breakage. Dabur also caters to the ethnic Indian channels in the USA supplying the range of Dabur brands which are popular among the South Asian / Indian community. olive oil and passion fruit oil for healthy hair and scalp • ORS Monoi Oil Anti Breakage Edge Control – Edge control gel with moisture and shine • ORS Monoi Oil Leave-in Conditioning Creme – conditioner which helps reduce protein loss for stronger hair. this shift has been countered by the Company by launching new products such as Curls Unleashed range to address the changing consumer trends. Another important innovation this year has been the Monoi Oil range. . • ORS Monoi Oil Luminating Spray – Sheen spray for glossy hair with body Namaste also launched the innovative Shealicious Range during 2014-15. During fiscal 2014-15 the business was under some pressure due to distribution restructuring. Leave in Conditioner and Shampoo. fragrant Tahitian coconut oil which has been used for hair care for ages. With these initiatives and streamlined distribution the company is poised for good growth. Shampoos. giving dividends through enhanced reach of chemist outlets and greater thrust on OTC categories. Dabur’s sales system has been refining the go to market strategies to sharpen the competitive edge. In organized retail. The flagship Hobby range of hair styling products continues to be the market leader in the hair styling category in Turkey and also has a good presence in neighboring markets and MENA region. The coverage expansion initiatives were supplemented with focused investments on brand visibility and loyalty programs for the chemist channel.000 87. continued on a good growth trajectory. Through ‘Project Double’ Dabur continued to increase the rural footprint.72. Your Company embarked on a variety of initiatives during 2014-15.047 49.72 lacs to 2. Leveraging Hobi’s strong domestic distribution. Denture Adhesives and Mouthwash. During 2014-15 the direct reach in chemist channel went up from 1. Project 50/50 was launched during the year to enhance the field efficiencies & leverage the potential of Top 130 towns which contribute to 50% of urban consumption. the focus was on developing greater collaboration with customers to gain market share & grow ahead of category trends. Substantial investments have been made on Information technology in Sales at Dabur last fiscal year to enhance field efficiencies. 27 Annual Report 14 -15 Project CORE – Chemist Outlets and Range Expansion Project ‘CORE’ was rolled out to extend the reach in Chemist outlets across top 140 towns and enhance the thrust on OTC range of products. Dabur also exports private label oral care products to USA which includes Toothpastes. This has led to a significant increase in the distribution of our OTC range with efficiencies improving significantly. strengthening the field sales capability and keeping abreast with developments in technology. Mouthwash and Denture Adhesives. Hobi Kozmetik. Fem which was launched last year made a good impact in the depilatory market garnering 5% market share. Project CORE completed the full year of roll out.12 lacs with outlets covered under Project Core going up from 49. the Hobi business delivered strong double digit growth.driven by distribution expansion and targeted marketing initiatives.12.186 Jan 14 Project Core Coverage Chart 10 : Project Double – Direct Village Coverage . Dabur’s Turkey business. Dabur’s leading hair care brand ‘Vatika’ is now poised for launch with a differentiated “natural ingredient story” in Turkey.000 1.047 in top 140 towns in the country. They have been provided with hand held devices and other enabling tools which were integrated to the overall technology platform of sales @ Dabur. Dabur commenced ECommerce business with all key players across both marketplaces and E Grocers. slowest in 10 years).186 to 87. Several new advanced Oral Care formulations were developed and launched across Toothpastes. Chart 9 : Project Core – Chemist Coverage 2.5% in 2014. In spite of political uncertainty and slowing economic growth (GDP growth registered as 2. Dabur places enormous focus on the quality of Information systems & Sales Processes to enable the sales team centre their energies on the core activity of selling. Spurred by this success. Dabur’s business in UK comprising Indian products and Namaste range registered double digit growth SALES & DISTRIBUTION The FMCG industry in India is rapidly changing and getting more complex. The task was to enhance chemist coverage per lac population and increase the range availability. Europe (Including Turkey) Europe contributes 12% of Dabur’s International Business. A new initiative. Dedicated field resources called ‘Healthcare associates’ were deployed to service chemists in the top urban markets. Project Double The thrust on rural markets through ‘Project Double’ continued. Leveraging Information Technology – Project ‘DISHA’ In last few years IT in sales @ Dabur has taken a big leap in terms of the range of enablers. This initiative is in line with renewed focus on urban markets as we believe that the revival in FMCG sector will be led by urban markets as urban sector is expected to be at the forefront of development and growth. To leverage the potential of these towns..enhance quality of market interface & improve distribution efficiencies through dedicated channel focused sales teams. we have sharpened our focus on high potential rural markets. the products considered as quite urban centric. All the IT initiatives in Sales @ Dabur are anchored under ‘Project DISHA’ and are aimed to achieve three key objectives: • For the customers. the objective is to increase depth of priority SKUs in the context of competitive intensity and enhance the levels of engagement. The Rural Strategy . The task in retail is to increase the distribution reach and increase penetration at SKU level. In wholesale trade. there is encouraging demand from the hinterland even for products like Real fruit juices and FEM bleaches. offtake and channel hygiene. customize trade promotions and provide focused servicing through a dedicated sales team has resulted in rural reach more than doubling since the commencement of ‘Project Double’ (Refer Chart 10). etc. Project 50/50 has been piloted during the year in top 130 towns and the initiative is generating an improved performance in terms of retail efficiencies such as billing frequency. under Project 50/50 the grocery channel teams have been segregated to focus on wholesale & retail separately. The strategy to significantly expand distribution reach. During 2014-15. In fact. The expansion into rural hinterland will continue as we believe that the rural markets hold immense potential going forward as well. Project 50/50: Dedicated channel focused teams to enhance efficiencies The Top 130 towns in urban India account for 45% of the urban population and 50% of the urban consumption. pipeline inventory. enhance the ease of doing business with Dabur • Improve the quality & impact of field sales effort . improving rural reach to 44128 villages. Odonil air freshner. In addition the product range in wholesale is reflecting a good increase. Dabur initiated an approach to While chemist channel focus was achieved through dedicated Healthcare associates deployed as part of project CORE. the web based .• 28 Convert data into actionable information for action The Stockist transaction software ‘Drishti’ has standardized the business processes. the IT enabled ‘Order capture system’ enables seamless interface with supply chain. To enable dynamic tracking and measurement of the impact. These handhelds are enabled with ‘Sales Analytics’ to enable field resources with actionable information relevant to the outlet. Hand held devices provide real time. Snapdeal. Dabur has reconfigured its approach to organized retail with thrust on greater collaboration with key customers.live data visualization’ granular to geography and brand / SKU level. Organized Retail & E commerce Organised retail has come to play an important role in the retail landscape of this country and contributes close to 9-10% of the FMCG industry. Identifying growth opportunities relevant to each customer and developing joint business plans with key customers was done with the large players. The overall service levels to organized retail was significantly improved during the year and the Dabur supply chain was awarded the ‘Best supplier award’ for the year from one of the largest customers in Organised retail. Organised retail penetration is increasing with footprint extending to even smaller markets. detailed information on purchase trends of outlets and prompts & assists salesmen to customize their sales effort. Ebay. Financial Statements Dabur India Emergence of E-Commerce as an important new channel is one of the major developments of this year. Big . Flipkart. This has enhanced the ability to gather market insights and initiate actions. The channel is also developing specialty formats catering to specific needs of the shoppers. This involved developing a key account management structure at the corporate level to improve engagement levels and organizing the field sales structure accordingly. Investments were made in augmenting the quality of merchandising effort to improve in-store execution capability. Dabur has provided high end analytics and data visualization tools to the Sales managers to help assimilate business trends and enabling real time interventions. Dabur has put in place a dedicated E Commerce team to tap this opportunity. Our products have already been listed with all key players such as Amazon. The sales organization was aligned to specific accounts with the scope being guided by the customer’s network structure. The key players have also sharply defined their strategy for the market with the choice of formats & business models. These initiatives resulted in the Modern trade team at Dabur delivering consistent growths upwards of 20% through the year.Corporate Overview Limited Board & Management Reports claims submission system ‘Nivesh’ has enhanced the ease of doing business. handheld devices and relevant technology were provided to the teams. This enables ‘On the go . releasing time for field force to focus on market work. fragrances. Narendrapur (West Bengal). Details 29 Annual Report 14 -15 of our various environment and employee safetyrelated initiatives have been provided in the Business Responsibility Report section. These stores offer a unique blend of domestic and international brands covering a vast variety of colour cosmetics. At the end of fiscal 2014-15. Pantnagar (Uttaranchal). Katni and Pithampur (Madhya Pradesh). This business is operated under Dabur’s wholly-owned subsidiary H&B Stores Ltd. Sahibabad (Uttar Pradesh).500 MT per annum. christened Vidyut. personal care and beauty and fashion accessories. capacity of the Ras al Khaimah (RAK) Plant at UAE was enhanced from 42.000 MT to 44. The business witnessed sales growth of 27% during the year as nearly all stores reported a good increase in sales with an enhanced and streamlined product range.Baddi (Himachal Pradesh). Rudrapur and Sahibabad – were awarded the Silver Greentech Safety award in the FMCG sector. Body Washes. Alwar and Newai (Rajasthan). Nasik (Maharashtra). Domestic Manufacturing Dabur today has manufacturing plants at 12 locations in India .in which generated an excellent response from consumers. SPF based Body lotion & Face wash. quality improvement and improving safety awareness of its employees. RETAIL BUSINESS . skin care. Manufacturing and packing facilities were set up for Fem hair removal creams and Namaste products. NEWU has launched Zensual Kool Kajal. . Nearly 90% of our products are manufactured at Company-owned units while the balanced are produced at third party facilities. In addition to developing new products.Basket etc. Herbolene and Hair Removal Cream were made operational. the first Lean Award for Dabur India Ltd. NewU also extended its market share by way of Ecommerce and has presence across all major market platforms and launched its own Ecommerce website Newu. Body Lotion. which were aimed at reducing our steam and electricity consumption. NewU continued its focus on bringing high quality products at reasonable price under its own brand names “Newu“ and ”Zensual’. NewU’s retail footprint stood at 62 stores across 27 cities. Herbal kajal. in recognition of the exemplary operations and lean manufacturing systems deployed by the company. each of these locations also regularly undertake initiatives towards packaging innovation. New Packing lines for Creams & Hair Oils were installed and commissioned and facilities for Hair Oils. Dabur’s Baddi greenfield bagged the Platinum Category Award for Lean Manufacturing. three of our manufacturing locations – namely Baddi. During the year Newu continued its effort to have exclusive international brands at its stores. Our initiatives were recognized by various industry bodies and Dabur received a number of operational excellence awards during the year 2014-15. The NewU stores merchandise a wide range of beauty care products and are mainly located at premium locations. During the year under review. We achieved this reduction despite a steady increase in production to meet the growing demand for our products. We have been developing products to suit the ever-changing needs and aspirations of our consumers.NEWU Dabur operates its specialised beauty retail business under the brand ‘NewU’. All these initiatives were managed under an Energy Management Programme. We increased NewU nail enamel range by launching new contemporary shades during the year. A number of new international beauty brands were introduced through the NewU store network during the year. This year. Safety and Caring for the Environment are non-negotiable of our business. Hair Serums. the company successfully launched its franchisee model and added 7 franchisee stores. While we may follow a uniform brand architecture. International Business Manufacturing During the year. With a large number of internet savvy consumers willing to shop groceries online we expect this channel to gain salience and scale going forward. Siliguri (West Bengal) and Jammu (J&K). Silvassa (Dadra and Nagar Haveli). OPERATIONS Dabur has been continually striving for higher and better levels of quality not just in its products. but also in its operations. without losing sight of its commitment towards the environment and communities where it operates. Dabur undertook a variety of energy conservation measures across all its domestic manufacturing units. but the products under these diverse brands are tailor-made to suit the needs and aspirations of our consumers in each geography where we operate. During the fiscal 2014-15. We continued our progress in all key areas of human resources management in fiscal 2014-15. sustained growth and profitability for Dabur. Egypt Plant has started exporting products to countries like Kenya. for our sales training programme SPORT. Palestine. the Hobi Kozmetik Factory has been assessed and certified as meeting the requirements of Good Manufacturing Practices in accordance with ISO 22716:2007. reinforcing our reputation as an employer of choice through numerous initiatives and programmes both for attracting new talent as also to retain the best talent. Morocco. Objectivity. This orientation programme for sales force.000 MT to 27. the Company is driving a culture of innovation. We have also been hosting Town Hall meetings. where individuals are selected and treated on the basis of their job-relevant merits and abilities and are given equal opportunities within the organisation. Dabur worked towards accelerating employee career development in several ways. With their skills and achievements. Information on routine matters is shared with the employees through the Dabur Intranet. In Egypt. During the year. besides creating an environment where people feel valued and included. During fiscal 2014-15. Pro-activeness. In Turkey. employee engagement and health management initiatives to aid overall professional and personal development of our employees. The purpose of this meeting is to share with the employees the overall business perspective and other key information of common interest. and give them an opportunity to ask questions and seek clarifications from the management on various matters.Infrastructure was expanded in RAK during the year by increasing warehouse space. HUMAN RESOURCES The Dabur family of over 6. the manufacturing capacity has been enhanced from 26. offering our employees a forum for interaction with the CEO and the top management at Dabur. Dabur believes in fostering equal employment opportunities.000 employees across the globe is our most valuable asset and the foundation of our success.000 MT by process optimization. Dabur further adds value to its employee engagement initiatives through result-driven training and career development initiatives. SPORT (Solution Selling. Our employees are both an important stakeholder group and key players in our business. . New packing lines for Hamam Zaith Cream has been commissioned. in May 2014 for Ëxcellence in Practice. Warehouse racking capacity was also enhanced by 33%. Our training initiatives were recognized by the world renowned ASTD. We are committed to creating a transparent organisation that helps our employees hone their skills and enable them to deliver superior performance. we focused on various strategic learning programmes. Relationship & Trust). . trains the field staff in selling skills and also educates them about the sales 30 behavior expected from the frontline staff while making a sales call in the field. Dabur initiated a new vocational training programme to improve the employability of local youth from the hinterland. our Top 50 leaders went through a leadership development process called LEAD (Leadership Excellence Achievement at Dabur). The year 2014-15 saw the next set of 50 Leaders being enrolled for this programme. We also have a robust nine-month cross-departmental training programme for Management Trainees (MT). They go to colleges. the MT undergoes this comprehensive induction and training programme that covers cross-functional training with exposure to various markets and channels. The insights and learnings are then used in developing go-to-market strategies for specific brands and products. we have partnered with a leading global HR consulting firm. The leaders who improved their feedback significantly over 18 months were rewarded. We have institutionalized a rewards and recognition programme to honour employees for their outstanding achievements. and two years ago. This programme. seeks to provide local youth from villages free technical training and skill development in three key areas of Sales. post completing their training. It included 360degree feedback on their Leadership Style. this initiative will also seek to provide guaranteed employment to these youth. which connects the rest of the marketing team with the latest fads and emerging tastes of Gen-Y and Gen-Z. In an industry first. To ensure that the organization work climate is engaging and motivating. Through this programme. both in urban and rural geographies. Merchandising and Promotion. christened Swavalamban. Our Career Development Centre (CDC) has been specifically instituted for providing career development and advancement opportunities for our employees.Corporate Overview Limited Board & Management Reports Dabur has also renewed its focus on the millennial generation. Being run in association with the Rural Development and SelfEmployment Training Institute (RUDSETI). Dabur has initiated a programme to empower its young managers and involve them in key decision making exercises involving new media. Leadership Competency etc. product development & new launches. Work Financial Statements Dabur India Climate. Dabur has created a Youth Committee (Y-COM). called Young Manager’s Development Programme (YMDP). In his/her first year with the organisation. call the college students to the Dabur headquarters for informal chats among other things to forge a direct link with the new generation. . Dabur’s talent management strategy is focused on creating an in-house talent pool of well equipped potential business leaders of tomorrow. We have been placing a strong emphasis on identifying and developing tomorrow’s leaders. composed of the youngest members of the marketing team. FINANCIAL REVIEW (ON A CONSOLIDATED BASIS) We continued to invest behind our brands strongly as this fiscal year witnessed launch of many new products as well as a ramp up of the existing portfolio. ‘Applause’.9% as compared to 18.3% in fiscal 2013-14. the Company had 6. The business witnessed a benign cost environment in the second half of the year due to a steep correction in crude oil prices and also reduced inflation in the agri basket.7%. Chart 11 provides a summary of the consolidated income statement. During fiscal 2014-15. your Company recorded consolidated sales of ` 7806. Consequently. This was reflected in the sustained Advertisement & Publicity expenditure at 14. The Domestic FMCG Business reported growth of 12.4 crore growing by 10. our EBITDA margins improved to 18.8 crores in fiscal 2014-15.4% of sales in fiscal 2014-15 as compared to 14. we motivate our employees to innovate and improve their performance by providing immediate recognition to their efforts beyond normal monetary rewards. The Effective Tax Rate on a consolidated basis remained stable at 19% in FY2014-15 and Profit after Tax (PAT) grew by 16. We continued to invest behind our brands strongly as this fiscal year witnessed launch of many new products as well as a ramp up of the existing portfolio. Cash and Current Investments) less Current Liabilities .434 employees on its rolls across the globe.in ` Crores Net Sales Other Operating Income Material Cost % of Sales Employee Expense % of Sales Advertising & Publicity % of Sales Other Expenses % of Sales Other Non Operating Income EBITDA % of Sales Finance Costs Depreciation Profit Before Tax (PBT) Tax Expenses PAT (Before extraordinary item) % of Sales Extraordinary Item PAT (After extraordinary Items) Minority Interest Profit/(Loss) PAT (After Extra ordinary item & Minority Interest) % of Sales Diluted EPS (`) Chart 12: Working Capital Overview As Days of Sales Trade Receivables Inventories Trade Payables Working Capital Note: In the above figure. 31 Annual Report 14 -15 DIL (Consolidated) P&L . 2015. This led to an improvement in the gross margins primarily in the second half of the fiscal year 2014-15. Working Capital = Current Assets (excl. Dabur continues to maintain its record on industrial relations without any interruption in work.2% in FY2013-14 to 47.7% in FY2014-15.6% to ` 1065. As on March 31.2% in fiscal 2013-14. Material cost as a percentage of sales went down from 48.5% on the back of good volumes across categories and markets. the markets are slated to grow at a steady pace for the next decade.2% in FY15 compared to 43. Overall the financial position of the company remained strong with the networth of the company increasing to ` 3354 crore as compared to ` 2656 crore in the previous fiscal. Net Cash The total dividend for fiscal 2014-15 has been 200% of par value. Trade Payables went down slightly leading to overall net working capital increasing marginally during the year. OPPORTUNITIES AND THREATS The opportunities in the Indian FMCG market are huge as consumption levels in India are much lower than any of the other emerging markets. including tax on dividends translates into a payout ratio of 53% of Standalone PAT and 39% of Consolidated PAT. With rising income levels.4 crore and the total debt amounted to ` 957. Chart15: Debt and Cash Position in ` Crores Debt Cash & Cash Equiv.2 crore. . Short Term Borrowings and Current Portion of Long Term Debt) Working capital employed in the business remained stable with some reduction in Inventories and Receivables days. volatility in currency and unfavourable weather patterns are some of the threats to the company’s prospects. A delayed pick up in macro economic indicators. creating awareness about its products through judicious use of media and other consumer connect activities and leveraging new age channels such as E commerce and digital media. Goodwill Chart 14: Return Ratios Ratio ROIC ROE The business generated Cash ` 1047. The fixed asset turnover ratio remained stable at 6 times. The Net cash available with the company as on 31 st March 2015 was ` 1129. Of this ` 267 crore was used for meeting the Capex requirements. emergence of inflationary conditions. changes in lifestyle and cultural patterns and younger consumers starting to consume FMCG products. increasing workforce. Return on Invested Capital (ROIC) increased to 45. Dabur is capturing these opportunities through continuous evolution of its product range to cater to youth as well as older population.(excl. Chart 13: Fixed Asset Turnover Ratio Fixed Asset Turnover Note: Fixed Assets above excl.3 crore.6% in FY14. deepening its distribution network and reach. This. 32 . analysed and then mitigated by means of appropriate control measures. . To ensure our long-term corporate success. 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. Financial Statements Dabur India To further strengthen the internal control process. Important developments that could affect the Company’s operations include a downward trend in the FMCG industry. This process is fully automated and generates alerts for proper and timely compliance. and emerging E Commerce platforms are changing the overall environment. It ensures that all transactions are authorised. monitoring. the Company expects a steady pick up in the FMCG categories helped by an improvement in GDP growth. Indian consumers are value sensitive. projections. refer to the section on Corporate Governance of the Annual Report. rise of organized retail. the key ones being a longer than anticipated delay in economic revival. Dabur plans to continue to tap the opportunities in its segments by launching innovative products and use technology to generate efficiencies across its business. The Company’s internal control system comprises audit and compliance by in-house Internal Audit Division. exchange rate fluctuations and significant changes in political and economic environment. supplemented by internal audit checks from Price Waterhouse & Co. We have a comprehensive risk management system in place. tax laws. CAUTIONARY STATEMENT Statements in this Management Discussion and Analysis describing the Dabur’s objectives. it is therefore essential that risks be effectively identified. RISK MANAGEMENT Business risks exist for any enterprise having national and international exposure. Actual results may differ substantially or materially from those expressed or implied. Landscape changing technologies. rise in counterfeits and look alikes and any unexpected changes in regulatory framework. This system is implemented as an integral part of our business processes across the entire Dabur operations and includes recording. including tax on dividends translates into a payout ratio of 53% of Standalone PAT and 39% of Consolidated PAT. emergence of inflationary conditions. which drills down from the CEO to the executive level person who is responsible for compliance. Dabur also faces some such risks. but also demonstrate the inclination to trading up. rise in employment and increase in disposable incomes. the Company has developed a very comprehensive legal compliance manual called `e-nForce`. rise in input costs. and controlling internal enterprise business risks and addressing them through informed and objective strategies. INTERNAL CONTROL SYSTEMS The Company has an elaborate internal control system which monitors compliance to internal processes. To read the report of the Audit Committee on internal control and adequacy. recorded and reported correctly. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. litigation and labour relations. OUTLOOK Going forward. environment standards. This. unfavourable exchange rate fluctuations. The business environment is rapidly changing while getting more complex. which enables us to recognise and analyse risks early and to take the appropriate action. LLP the Internal Auditors and various transaction auditors.Corporate Overview Limited Board & Management Reports The total dividend for fiscal 2014-15 has been 200% of par value. estimates and expectations may be ‘forward looking statements’ within the meaning of applicable laws and regulations. 33 . Besides complying with the prescribed corporate practices as per Clause 49 of the Listing Agreement in terms of revised dispensation. During the FY 2014-15. adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for the sustainable development of all stakeholders. improved market capitalization. It is the application of best management practices. globally benchmarked. stocks. in its ceremony for National award for excellence in Corporate Governance. This chapter. as one of the “Best Governed Companies” of India. reports Dabur’s compliance of Clause 49 of Listing Agreement highlighting its additional initiatives in line with international best practices. transparency of corporate structures and operations. inter-alia. Dabur beholds Corporate Governance measures as an integral part of business strategy which adds to considerable internal and external values and contributes to the business growth in ethical perspective. The Corporate Governance principles implemented by Dabur seeks to protect. the accountability of managers and the Board to shareholders. etc. . The essence of good Corporate Governance includes. environmental protection. CORPORATE GOVERNANCE PHILOSOPHY Dabur’s philosophy is to view Corporate Governance principles in true letter and genuine spirit rather than mere compliances of norms. along with the chapters on Management Discussion and Analysis and Additional Shareholders Information. the Institute of Company Secretaries of India (ICSI). certified Dabur India Ltd. recognize and facilitate shareholders rights and ensure timely and accurate disclosure to them. the Company has voluntarily adopted various practices of governance conforming to highest ethical and responsible standard of business. and provides the means of attaining those objectives including monitoring of performance. compliance of law. It provides the structure through which the company’s objectives are set. stakeholder`s confidence.Annual Report 14 -15 Report on Corporate Governance Corporate Governance is the system by which corporate entities are directed and controlled. Ideal governance practices have rewarded the Company with improved share valuations. These have helped Dabur to pay uninterrupted dividends to its shareholders. and corporate responsibility towards stakeholders. Corporate Governance has been considered as a business strategy as this adds considerable value to the company both internally and externally. high credit ratings and various awards for brands. 2015 is in conformity with Clause 49 of the Listing Agreement enjoining specified combination of Executive and Non-Executive Directors. with not less than 50 percent of the Board comprising of Non-Executive Directors and at least one-half comprising of Independent Directors for a Board chaired by NonExecutive Promoter Director. the community it is in touch with and the environment it has an impact on. Additional meetings are held to address specific needs of . professionalization of the Board. a Woman Director. fair and transparent processes and reporting systems and going beyond the mandated Corporate Governance code requirements of SEBI. It`s initiatives towards adhering to highest standards of governance include self governance. a NonExecutive Promoter Director.The Company has established systems and procedures to ensure that its Board of Directors is well informed and well equipped to discharge its overall responsibilities and to provide the management with the strategic direction catering to exigency of long term shareholders value. Being a value driven organization the Company envisages attainment of the highest level of transparency. as shown in the table below: Category Executive Directors Non-Executive Independent Directors (including Woman Director) Other Non-Executive Directors Total Number of Board Meetings Minimum four prescheduled Board meetings are held every year. Besides the Chairman. three Non-Executive Promoter Directors and six NonExecutive Independent Directors (including Mrs. the Board comprises of two Executive 34 Directors. The composition of the Board as on March 31. accountability and equity in all facets of its operations including everyone it works with. 2015. BOARD OF DIRECTORS Composition of the Board As on March 31. appointed as an Additional Director during the year). Dabur’s Board consists of 12 members. Falguni Sanjay Nayar. A. 15/09/2014.1/each in the Company. as stipulated under Clause 49 of the Listing Agreement. 3/11/2014 and 30/01/2015.) Amit Burman Mohit Burman Saket Burman P D Narang Sunil Duggal P N Vijay R C Bhargava S Narayan (Dr. In case of any exigency/emergency.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited the Company. the Audit Committee and the Stakeholders Relationship Committee are considered. none of the Director is a member of more than ten Board level Committees or Chairman of more than five Committees across companies in which he/she is a Director. Directors’ Attendance Record and their other Directorships/ Committee Memberships As mandated by Clause 49. 2013. Limit on the number of Directorships In compliance with Clause 49 of the Listing Agreement. Details of other Board Directorships are separately mentioned in Annexure 1 to this report.) Ajay Dua (Dr. Falguni Sanjay Nayar was appointed as an Additional Director on the Board of the Company with effect from 28. the Directors on the Board of the Company does not serve as Independent Directors in more than 7 Listed Companies or in case he/she is serving as a Whole Time Director in any Listed Company. During the financial year 2014-15 the Board of Directors met five times on29/04/2014. Relevant details of the Board as on March 31. ID – Non-Executive Independent Director. The maximum gap between any two meetings was less than one hundred and twenty days. Anand C Burman. Excluding private limited companies. Albert Wiseman Paterson resigned from the office of Director of the Company with effect from 08. 28/07/2014. does not hold such position in more than 3 Listed Companies. ED – Executive Director *1. 2. . Mrs. foreign companies and companies under Section 8 of the Companies Act. 2015 are given below: Name of the Director Anand C Burman (Dr.07. Non-Executive Promoter Director is holding 660000 equity shares of Re. NED – Non-Executive Director. resolutions are passed by circulation. Mr.2014.09. B. Shareholding of Non-Executive Directors Dr.2014.) Sanjay Kumar Bhattacharyya Albert Wiseman PatersonA Falguni Sanjay NayarB #PD – Promoter Director. Only two Committees viz. subsidiary or associate company. d. v.None of the other Non-Executive Directors hold any shares in the Company. of — A. is not less than 21 years of age. hold together with their relatives two percent or more of the total voting power of the company. the Independent Directors on Dabur’s Board: Are not related to Promoters or Directors in the company. its holding. subsidiary or associate company in any of the three financial years immediately preceding the financial year in which they are proposed to be appointed. b. subsidiary or associate company or that holds two percent or more of the total voting power of the company. subsidiary or associate company. subsidiary or associate company. in any of the three financial years immediately preceding the financial year in which they are proposed to be appointed. have no material pecuniary relationship with the company. during the two immediately preceding financial years or during the current financial year. Neither themselves nor any of their relatives — i. or their Promoters. iv. . whichever is lower. subsidiary or associate company. or Directors. ii. by whatever name called. None of their relatives have or had pecuniary relationship or transaction with the company. or Annual Report 14 -15 c. f. Apart from receiving Director’s Remuneration. amounting to two percent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed. hold or have held the position of a Key Managerial Personnel or are or have been employee of the company or its holding. its holding. are or have been an employee or proprietor or a partner. Independent Directors ii. is a material supplier. during the two immediately preceding financial years or during the current financial year. any of its Promoters. a. As mandated by Clause 49. or B. its holding. subsidiary or associate company. 35 iii. Are persons of integrity and possess relevant expertise and experience. subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm. is a Chief Executive or Director. service provider or customer or a lessor or lessee of the company. i. Are not a Promoter of the company or its holding. a firm of Auditors or Company Secretaries in practice or Cost Auditors of the company or its holding. or Directors. its holding. of any Non-Profit Organisation that receives twenty-five percent or more of its receipts from the company. e. or their Promoters. any legal or a consulting firm that has or had any transaction with the company. Directors or its holding. dabur. discussed in the meeting: - Performance of Non-Independent Directors and Board as a whole.07. whose appointment is being proposed for approval of shareholders in the ensuing AGM. In accordance with the Listing Agreement. Formal Letter of appointment to Independent Directors In accordance with Clause 49 of the Listing Agreement. Falguni Sanjay Nayar) is for a term of 5 consecutive years from the date of last AGM held on 22. if appointed. its Committees and the individual Board members. the Company has issued formal letters of appointment to all the Independent Directors. com/en/investors1/FAMILIARIZATION-PROGRAMMEFOR-INDEPENDENT-DIRECTORS. The meeting was attended by all the Independent Directors except Mrs. On the basis of the performance evaluation done by the Board. inter-alia. 28.2019.2014 upto the conclusion of AGM to be held in the calendar year 2019. In compliance with Clause 49 of the Listing Agreement.com. shall be retrospectively from the commencement of her appointment as an Additional Director of the Company i. 2015 without the presence of Non-Independent Directors and the members of management.2014 upto the conclusion of AGM to be held in the calendar year 2019 or 27. dabur. - Assessment of the quality. The Board of Directors upon recommendation of Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Board of the Company. its management and its operations so as to gain a clear understanding of their roles and responsibilities and contribute significantly towards the growth of the Company. Separate Meeting of the Independent Directors The Independent Directors of the Company met separately on 24th March. following matters were.7.com and the weblink thereto is http://www. whenever their respective term expires. its various operations and the industry of which it is a part. including Independent Directors. The meeting was conducted informally to enable the Independent Directors to discuss matters pertaining to the Company’s affairs and put forth their combined views to the Board of Directors of the 36 Corporate Overview Board & Management Reports Company. The tenure of Mrs. Falguni Sanjay Nayar. 2013. it shall be determined whether to extend or continue their term of appointment. excluding the Director being evaluated. Falguni Sanjay Nayar who could not attend the meeting.www. the current tenure of Independent Directors of the Company (except Mrs. They have full opportunity to interact with Senior Management Personnel and are provided all the documents required and sought by them for enabling them to have a good understanding of the Company. quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.07. the performance evaluation of all the Independent Directors have been done by the entire Board.e. - Performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors. The initiatives undertaken by the Company in this respect has been disclosed on the website of the Company at www.dabur.Performance evaluation of Independent Directors Maximum tenure of Independent Directors In accordance with Section 149(11) of the Companies Act. The terms and conditions of their appointment have also been disclosed on the website of the Company. whichever is earlier.pdf Information Supplied to the Board . Familiarization Programme for the Independent Directors The Company conducts Familiarization Programme for the Independent Directors to provide them an opportunity to familiarize with the Company. dangerous occurrences. subsidiaries. t Significant labour problems and their proposed solutions. in paperless form. t Capital budgets and any updates thereof. The following information is regularly provided to the Board. the Company is holding and convening its Board (including Committee) meetings on I-pad. t Information on recruitment and remuneration of senior officers just below the level of Board. including the appointment or removal of Chief Financial Officer and Company Secretary. or substantial nonpayment for goods sold by the Company. of investments. perusal and comments. as part of the agenda papers at least 2 weeks in advance of the Board meetings. demand. which is not in the normal course of business. t Minutes of the meetings of the Audit Committee and other Committees of the Board. t Materially important show cause. Any significant development on Human Resources / Industrial Relations front. assets. as a part of green initiative. implementation of voluntary retirement scheme. . of the Board/ Committee Members. if material. t Details of any joint venture or collaboration agreement. All Board meetings are governed by a structured agenda which is backed by comprehensive background information. t Any material default in financial obligations to and by the Company. which involves possible public or product liability claims of substantial nature. brand equity or intellectual property and any other acquisition. like signing of wage agreement. t Any issue. t Annual and Quarterly financial results for the Company and its operating divisions and business segments. t Sale of material nature. Detailed Business Review. t Financial Statements Limited Dabur India t Annual operating plans and budgets and any update thereof. Since the year 2011-12. t Transactions that involve substantial payment towards goodwill. All agenda papers are uploaded in a web based programme for information. t Quarterly details of foreign exchange exposures and steps taken by the management to limit the risks of adverse exchange rate movement. t Fatal or serious accidents. etc.The Board has complete access to all information with the Company. including any judgement or order which may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company. prosecution notices and penalty notices. any material effluent or pollution problems. etc. . statutory or listing requirements and shareholders’ service. etc. delay in share transfer. such as non-payment of dividend.t 37 Non-compliance of any regulatory. t St at e m en t sh o wi ng si gn t Detail s of any merge r or demer ger action s. t Minut es of the Board Meeti ngs of subsid iary compa nies. t De tai ls of de ali ng s in Co m pa ny `s sh ar . t De tai ls of in ve st m en t of su rpl us fu nd s av ail ab le wi th th e Co m pa ny .Annual Report 14 -15 ifi ca nt tra ns ac tio ns an d ar ra ng e m en ts en ter ed int o by su bs idi ar y co m pa ni es . e by m e m be rs of th e Bo ar d/ Se ni or M an ag e m en t. In ve st m en ts an d Gu ar an te es m ad e/ gi ve n by . th e Bo ar d/ Se ni or M an ag e m en t or th eir rel ati ve s ho ld sh ar es . t De tai ls of co m m er ci al or an y ot he r de ali ng s by fir m s/ co m pa ni es in w hi ch m e m be rs of t De tai ls of Int er Co rp or at e Lo an s. t Detail s of Contin gent Liabilit ies. Post Meeti ng follow up syste m: The Compa ny has an effecti ve post Board Meetin g follow up proced ure.th e Co m pa ny . . Action taken report on the decisio ns taken in a meetin g is placed at the immed iately succee ding meetin g for inform ation of the Board. t Chang es in Share holdin g Patter n of the Comp any. State ment on Compl iance with Code of Condu ct. t t De tai le d st at us on th e Bu si ne ss Ri sk s be in g fa ce d by th e Co m pa ny an d th eir mi tig ati on pl an . Anand C Burma n. Sunil Duggal . Succe ssion Plan: The Board of Direct ors has satisfi ed itself that plans are in place for orderl y succes sion for appoi ntmen t to the Board and to Senior Manag ement . a Chief Execut ive Officer (CEO) – presen tly Mr. and an optimu m combi nation . The policy of the Compa ny is to have a NonExecut ive Chairm an – presen tly Dr.The Board has establi shed proce dures to period ically review compli ance report of all laws applic able to the Comp any as well as steps taken by the Comp any to rectify instan ces of noncompli ance. Roles and Resp onsibi lities of Board Mem bers Dabur India Limite d has laid down a clear policy definin g the structu re and role of Board Memb ers. The duties of Board Memb ers as a Direct or have been enume rated in Sectio n 166 of the Compa nies Act.of execut ive and NonExecut ive Promot er/ Indepe ndent Direct ors. 2013 and Clause 49 of the Listing Agree ment and additi onally as Indep enden t Direct ors as menti oned in Sched ule IV of the said Act. There is a clear demar cation of respon sibility and author ity amon gst the Board Memb ers. t T h e C h ai r m a n: Hi s pri m ar y rol e . . He is re sp on si bl e for tra ns for mi ng th e Co m pa ny int o a w orl dcl as s or ga ni za tio n th at is de di ca te d to th e w ell be in g of ea ch an d ev er y ho us eh ol d.is to pr ov id e le ad er sh ip to th e Bo ar d in ac hi ev in g go al s of th e Co m pa ny in ac co rd an ce wi th th e ch ar te r ap pr ov ed by th e Bo ar d. no t on ly wi thi n In di a bu t ac ro ss th e gl ob e. as th e Ch air m an of th e Bo ar d he is re sp on si bl e for all th e Bo ar d m att er s. Al so . int er ali a. ap ar t fro m le av in g a for tu na te le ga cy to po st eri ty. for th e w or ki ng of th e Bo ar d an d for en su rin g th at all rel ev an t iss ue s ar e . He is re sp on si bl e. pl ac ed be for e th e Bo ar d an d th at all Di re ct or s ar e en co ur ag ed to pr ov id e th eir ex pe rt gu id an ce on th e rel ev an t iss ue s rai se d in th e m ee tin gs of th e Bo ar d. He is als o re sp on si bl e for for m ul ati ng th e co rp or at e str at eg y al on g wi th ot he r m e m be rs of th e Bo ar d of Di re ct or s. Hi s . in te rali a. in cl ud es : - - Pr ov id e Le ad er sh ip to th e Bo ar d & pr es id e ov er all Bo ar d & G en er al M ee tin gs . - En su re th at Bo ar d de cis io ns ar e ali gn ed wi th Co m pa ny `s str at eg ic po lic y. - O ve rs ee an d ev al ua te th e ov er .rol e. Ac hi ev e go al s in ac co rd an ce wi th Co m pa ny `s ov er all vi si on . t T h e C E O an d E x ec ut iv e Di .all pe rf or m an ce of Bo ar d an d its M e m be rs. - En su re to pl ac e all rel ev an t m at te rs be fo re th e Bo ar d an d en co ur ag e he alt hy pa rti ci pa tio n by all Di re ct or s to en ab le th e m to pr ov id e th eir ex pe rt gu id an ce . - M on ito r th e co re m an ag e m en t te a m. Th eir rol e.re ct or s ar e re sp on si bl e for im pl e m en ta tio n of co rp or at e str at eg y. ex te rn al co nt ac ts an d ot he r m an ag e m en t m att er s w hi ch ar e ap pr ov ed by th e Bo ar d. br an d eq uit y pl an ni ng . int er - . Th ey ar e als o re sp on si bl e for ac hi ev in g th e an nu al an d lo ng ter m bu si ne ss pl an s. 38 Corpo rate Overvi ew Board & Manag ement Reports - Re sp on si bl e fo r ov er all pe rf or m an ce of th e Co m pa ny in te r m s of re ve nu es & pr ofi ts an d go od . in cl ud es : - Cr aft in g of vi si on an d bu si ne ss str at eg ie s of th e Co m pa ny .ali a. - Cl ea r un de rst an di ng an d ac co m pli sh m en t of Bo ar d se t go al s. t N o nE x ec ut iv e Di re ct or s (i nc lu di n g In d e p e n d e nt Di re ct or s) pl ay a cri tic al rol e in ba la nc in g th e fu nc tio ni ng of th e Bo ar d by pr .wi ll. - En su re co m pli an ce wi th st at ut or y pr ov isi on s un de r m ult ipl e re gu lat or y en ac tm en ts. - Ac ts as a lin k be tw ee n Bo ar d & M an ag e m en t. m on ito rin g of pe rfo rm an ce s. - Pr ov id e fe ed ba ck on Co m pa ny `s str .ov idi ng in de pe nd en t ju dg e m en ts on va rio us iss ue s rai se d in th e Bo ar d M ee tin gs lik e for m ul ati on of bu si ne ss str at eg ie s. in cl ud es : - Im pa rt ba la nc e to th e Bo ar d by pr ov idi ng in de pe nd en t ju dg e m en t. et c. int er ali a. Th eir rol e. - Pr ov id e eff ec tiv e fe ed ba ck an d re co m m en da tio ns fo r fu rt he r im pr ov e m en ts. Board Mem bersh ip Criter ia The Nomin ation and Remu nerati on Comm ittee in consul tation with Direct ors/ others deter mine the appro priate .at eg y an d pe rf or m an ce . skills and experi ence for the Board as a whole. The selecti on of Board memb ers is based on recom mend ations of the Nomin ation and Remu nerati on Comm ittee.F i n a n c i a l S t a t e m e n t s D a b u r I n d i a L i m i t e d charac teristi cs. broadl y based on: t Indep enden t Corpor ate Gover nance t Guidin g strate gy and enhan cing share holder s’ value t M . as well as its individ ual memb ers. The skill profile of Indep enden t Board Memb ers is driven by the key perfor mance indicat ors define d by the Board. m an ag e m en t de ve lo p m en t & co m pe ns ati on c u t i v e C h a i r m a n T h r e e P r o m o t e r t Contro l& compli ance The consti tution of the Board is as follo ws: A P r o m o t e r N o n E x e f a m i l y m e m b e r s T w o E x e c u t i v e m .on ito rin g pe rfo rm an ce . e m b e r s Six NonExecut ive Indep enden t Direct ors (includ ing a Woma n Direct or) constit uting at least 50% of the Board The matrix below highlig hts the skills and expert ise requir ed from individ uals for the office of Indep enden t Direct ors of the Comp any. . Key Skill Area Strategy/Business Leadership Corporate Strategy Consultant Sales and Marketing Experience Corporate law Finance Trade Policy & Economics Administration & Government Relations Ayurvedic Specialist Expertise for other Directors could be based on the Company’s priority at a particular time viz: .Knowledge of export markets that Dabur is focusing on.Expertise in . commodity procureme nt. 39 . ) Sanjay Kr Bhattacharyya Albert Wiseman Paterson Falguni Sanjay Nayar (Mrs. Pursuant to the approval of shareholders in the Annual General Meetings held on September 9. July 13. 2010 and July 17. on cessation of their employment and Directorship with the Company. Sunil Duggal is of three months.) Total Perquisites include performance linked incentives which are payable to the Executive Directors as employees of the Company as per Company policy.) Ajay Dua (Dr. including Independent Director. is fixed by the Board of Directors and is previously approved by the shareholders at the general body meeting. Out of the stock options granted during the earlier years. as contained in the resolution passed in the aforesaid meeting. 2340000 stock options were granted each to Mr. Mr. 2002. During the FY 2014-15. 2007. the Company did not advance any loan to any of its Directors. including Board members and Senior Management Personnel of Dabur. if any. and were allotted equivalent number of shares. P D Narang and Mr. paid to any NonExecutive Director. the Independent Directors are not entitled to any stock options.Annual Report 14 -15 Remuneration paid to Directors Details of remuneration paid to Directors for the Financial Year 2014-15 is as under: Name of the Director Anand C Burman (Dr. Fees and compensation. CODE OF CONDUCT Commitment to ethical professional conduct is a must for every employee. The notice period for the two Executive Directors. Sunil Duggal have exercised 1526664 and 1676664 stock options respectively. The Code is intended to serve as a basis . Sunil Duggal during the year. 2012 in addition to the above remuneration. P D Narang and Mr. P D Narang and Mr. certain Directors are entitled to post separation fee.) Amit Burman Mohit Burman Saket Burman P D Narang Sunil Duggal P N Vijay R C Bhargava S Narayan (Dr. Further. 1998 and subsequently on September 5. namely Mr. August 31. if required. COMMITTEES OF THE BOARD Dabur has five Board level Committees: A. C. Vice President (Finance) & Company Secretary. 2015.2014. 15.11. Narayan Dr. The time gap between any two meetings was less than four months. D. including the number of meetings held during the financial year and the related attendance are provided below.04.2014. B. Dr. The Board is responsible for constituting. Bhargava 3.K. Vijay Mr.dabur. terms of appointment/reappointment and. Stakeholders Relationship Committee. Details on the role and composition of these Committees. The Chairman of the Committee attended the AGM held on July 22. S. co-opting and fixing the terms of reference of various Committees. Meetings and Attendance During the financial year 2014-15. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws. Mr.2015. Internal Auditors and Cost Auditors are permanent invitees to the Audit Committee. 3. Mr. is Secretary to the Committee. All Board members and Senior Management Personnel affirm compliances with the Code of Conduct annually. accept and provide appropriate professional views. Dr. the Audit Committee met 7 times on 29. The details of attendance of Audit Committee meetings are as under: Name of the Member Mr.09. The Code of Conduct is available on the website of the Company www.01.12. S. P. N. Risk Management Committee. 22. and E. R. C. The duties of Directors including duties as an Independent Director as laid down in the Companies Act. the head of internal audit and the representative of the Statutory Auditors. Mr. Bhattacharyya #ID – Independent Director . A declaration signed by the Chief Executive Officer (CEO) to this effect is placed at the end of this report. 2014 to answer shareholders` queries. Narayan 4.for ethical decision-making in conduct of professional work. Vijay (Chairman) 2. All members of the Audit Committee have accounting and financial management expertise.2014. Mr. sufficient and credible. Recommending to the Board the appointment. the replacement or removal of the statutory auditor and the fixation of audit fees/remuneration. Oversight of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statement is correct. Audit Committee. assigning. The role of the Audit Committee includes the following: 1.2014.2014. AUDIT COMMITTEE Composition As on March 31. Ajay Dua 5. Corporate Social Responsibility Committee. Nomination and Remuneration Committee.07. P. 22. Bhargava Dr. 2013 also forms part of the Code of Conduct. C.2014 and 30. A K Jain. 40 Corporate Overview Board & Management Reports A. S.05. S. 28. Bhattacharyya The Director responsible for the finance function. reappointment. N.com. R. and be upright in his conduct and observe corporate discipline. 2. the Audit Committee comprises of the following 5 Independent Directors: 1.K. Ajay Dua Mr. 6. with the Management. if any. the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of the proceeds of a public or rights issue. including the structure of the Internal Audit department. with the Management. with the Management. 16. Approval or any subsequent Modification of transactions of the company with related parties. internal financial controls. t Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of sub-section (5) of Section 134 of the Companies Act.e. performance and effectiveness of Audit process. t Disclosure of any Related Party Transactions. performance of Statutory and Internal Auditors. Discussion with Statutory Auditors before the audit commences. 8. Review and monitor the Auditor’s independence. 2013. the Whole Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications. experience and background. Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors. the statement of uses/application/end use of funds raised through an issue (public issue. 11. with particular reference to: 7. Reviewing/Monitoring. 3. etc. Scrutiny of investments. 15. t Major accounting entries involving estimates based on the exercise of judgment by the Management. t Significant adjustments made in the financial statements arising out of audit findings. Reviewing with the Management. 4. with the Management. in accounting policies and practices and reasons for the same. reporting structure coverage and frequency of Internal Audit. the financial statements of subsidiaries and in particular the investments made by each of them. 12. inter- corporate loans and . rights issue. shareholders (in case of non payment of declared dividends) and creditors. t Changes. and making appropriate recommendations to the Board to take up steps in this matter. Review/examine.Financial Statements Limited Dabur India 5. To look into the reasons for substantial defaults in payment to the depositors. 19. Approval of appointment of CFO (i. the quarterly/ year to date Financial Statements and Auditor’s Report thereon. etc. Reviewing. 18. Reviewing the adequacy of Internal Audit function.) and related matters. staffing and seniority of the official heading the department. preferential issue. the annual financial statements before submission to the Board for approval. 41 Annual Report 14 -15 10. Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. about the nature and scope of audit as well as post‐audit discussion to ascertain any area of concern. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. before submission to the Board for approval. 13. Discussion with Internal Auditors any significant findings and follow‐ups there on. 17. Risk Management System and adequacy of the internal control systems. debenture holders. t Qualifications in the draft Audit Report. 9. of the candidate.Blower mechanism. 14. To review the functioning of the Whistle. t Compliance with listing and other legal requirements relating to financial statements. if any. Reviewing/evaluating. pursuant to its terms of reference to: t Investigate any activity within its terms of reference and to seek any information it requires from any employee. performance and effectiveness of audit process. t The uses/applications of funds raised through public issues. t t Obtain legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise. t Appointment. relating to internal of Audit Committee Report for the year ended March 31. Valuation of undertakings or assets of the Company. The Audit Committee is empowered. The Management also presented to the Committee the Company’s financial statements and also represented that the Company’s financial statements had been drawn in accordance with the Indian GAAP. submitted by Management. wherever considered necessary. detailing the use of funds raised through public issues. etc). Dabur has systems and procedures in place to ensure that the Audit Committee mandatorily reviews: t Management discussion and analysis of financial conditions and results of operations. In this regard. according to the definition laid down in Clause 49 of the Listing Agreement with the relevant Stock Exchanges. t Management letters/letters of internal control weaknesses issued by the Statutory Auditors. The Management is responsible for the Company’s internal controls and financial reporting process. the Committee discussed with the Company’s Statutory Auditors the overall scope for their audit and reviewed the independence. removal and terms remuneration of the Chief Internal Auditor. their evaluation of the Company’s internal financial controls and the overall quality of financial reporting. The Committee also discussed the result of examinations made by Internal Auditors. Each member of the Audit Committee is an Independent Director.20. t Internal Audit Reports control weaknesses. preferential issues for purposes other than those stated in the offer document/prospectus/ notice (whenever applicable). statement certified by the Statutory Auditors. Statement of significant Related Party Transactions (as defined by the Audit Committee). The Independent Auditors are responsible for performing an independent audit of the Company’s financial statements in accordance with the Indian GAAP and for issuing a report thereon. preferential issues by major category (capital expenditure. t On an annual basis. sales and marketing. The Committee is responsible for overseeing the processes related to financial reporting and information dissemination. rights issues. 2015 To the Board of Directors of Dabur India Limited. working capital. wherever it is necessary. . rights issues. as part of the quarterly declaration of financial results (whenever applicable). approval (including modification. Financial statements of subsidiary companies. to carry out audit of the accounts of the Company for the financial year 2015-16. The Committee has also reviewed Statement of contingent liabilities. Statement of significant Related Party Transactions. In conclusion. the Committee also approved the revised Whistle Blower Policy and Policy on Related Party Transactions.. evaluated the Internal Financial Control & Risk Management System of the Company. 2015 and discussed and approved their audit plan. During the year. the erstwhile Remuneration cum Compensation Committee and the Nomination Committee of the Company were merged to constitute the “Nomination and Remuneration Committee” with effect from 29th April. It has also re-appointed M/s Ramanath Iyer & Company. The Risk assessment and minimization procedures were also reviewed. 2015 B. as Cost Auditors to audit the cost accounts maintained by the Company in respect of certain products for the financial year 2014-15. 2013 and Clause 49 of the Listing Agreement. Management discussion and analysis. the Audit 42 Corporate Overview Board & Management Reports Place: Jebel Ali . Chartered Accountants. . LLP as Internal Auditors of the Company for the period from 1st October. Further the Committee affirms that in compliance with the Whistle-Blower Policy/ Vigil Mechanism no personnel had been denied access to the Audit Committee. AND REMUNERATION In compliance with Section 178 of the Companies Act. 2014 to 30th September.UAE Date: May 5. Investments made by subsidiary companies. and reviewed its responsibilities as per various applicable provisions of Companies Act. The Committee has appointed M/s Price Waterhouse & Co.Based on its review and discussions conducted with the Management and the Independent Auditors. the Committee is sufficiently satisfied that it has complied with the responsibilities as outlined in the Audit Committee’s responsibility statement. NOMINATION COMMITTEE Committee believes that the Company’s financial statements are fairly presented in conformity with Indian GAAP in all material aspects. The Committee is recommending to the Board the re-appointment of M/s G Basu & Co. Directors’ responsibility statement.. if any) of Related Party Transactions and scrutinized inter corporate loans of the Company. The Committee also approved the CAPEX for Financial Year 2014-15. as Statutory Auditors of the Company. 2014. 2013 and Listing Agreement. Financial results and draft audit/ limited review report thereon. compliance relating to financial statements and draft auditors’ report. Mr. Narayan Mr. 1. t Conditions under which option vested in employees may lapse in case of termination of employment for misconduct. including ESOP. Dr. Framing the Employees Share Purchase Scheme/ Employees Stock Option Scheme and recommending the same to the Board/ shareholders for their approval and implementing/administering the scheme approved by the shareholders. 11. Considering. Formulate the criteria for determining qualifications. then Chairman of the Committee attended the AGM held on July 22. To ensure that relationship of remuneration to performance is clear and meets appropriate performance benchmarks. approving and recommending to the Board changes in designation and increase in salary of the Directors. 3. Mr.2014 and 30. To decide the remuneration of consultants engaged by the Committee.04. 2014 to answer shareholders` queries. 12.Financial Statements Limited Dabur India NED – Non Executive Director Mr. Anand C Burman 4. 28. t Exercise period within which the employee should exercise the option and that option would lapse on failure to exercise the option within the exercise period. the Nomination and Remuneration Committee comprises of the following 4 Directors: 1. recommend to the Board their appointment and removal. Composition The roles and responsibilities of the Committee include the following: As on March 31. 2015. 9. include the following: t Quantum of options to be granted under the Scheme per employee and in aggregate. 10. retain and motivate Directors and KMP of the quality required to run the company successfully. PD – Promoter Director. N.07. Suggesting to Board/ shareholders changes in the ESPS/ ESOS. P N Vijay. Devising a policy on Board diversity. 5. pension rights and any other compensation payment. S. S. 43 Annual Report 14 -15 Personnel (KMP) & other Employees. 4. Deciding the terms and conditions of ESPS and ESOS which. 7. Key Managerial Meetings and Attendance During the financial year 2014-15. Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long‐term performance objectives appropriate to the working of the company and its goals. Vijay Dr. t Vesting Period. The details of attendance of the Nomination and Remuneration Committee meetings are as under: Name of the Member Dr.2014. recommending to the Board and implementing. t Specified time period within which the employee shall exercise the vested options . Formulate the criteria for evaluation of Director’s and Board’s performance and to carry out the evaluation of every Director’s performance.2015. 6. Amit Burman Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down. KMP and other employees. Dr. 13. policy on remuneration of Directors. Anand C Burman Mr. To ensure that the level and composition of remuneration is reasonable and sufficient to attract. P. the Nomination and Remuneration Committee met 3 times on 29. inter-alia.01. Amit Burman #ID – Independent Director. 2. To ensure that remuneration to Directors. P N Vijay 3. Narayan (Chairman) 2. 14. 8. Framing. positive attributes and independence of a Director. To engage the services of consultants and seek their help in the process of identifying suitable person for appointments to the Board. on behalf of the Board and on behalf of the Shareholders. vest and exercise of option in case of employees who are on long leave. entitlement of shares against each option and to the exercise Grant. based on review of achievements. to the Board for their approval. within the parameters approved by the shareholders. the following Policies/ Framework have . In accordance with the relevant provisions of Companies Act. t Procedure for cashless exercise of options. t Forfeiture/ cancellation of options granted. 1. the Non-Executive Directors are also entitled to commission out of the profits of the Company. t To allot shares upon exercise of vested options. 2013. t To issue grant/ award letters. Remuneration Policy The remuneration paid to Executive Directors of the Company is approved by the Board of Directors on the recommendations of the Nomination and Remuneration Committee. t Right of an employee to exercise all the options vested in him at one time or at various points of time within the exercise period. 2013. The Nomination and Remuneration Committee makes annual appraisal of the performance of the Executive Directors based on a detailed performance evaluation. on a periodical basis. at a rate not exceeding 1% of the net profits per annum of the Company. bonus issues and other corporate actions. calculated in accordance with the provisions of Sections 196. t t Procedure for making a fair and reasonable adjustment to the number of options. as approved by the Board and within the overall limits prescribed by the Companies Act. and recommends the compensation payable to them. Non-Executive Directors Independent Directors) (including Besides sitting fees.in the event of termination or resignation of employee. 197 and 198 of the Companies Act. The strategy is in consonance with the existing industry practice and is directed towards rewarding performance. price in case of rights issues. 2. Executive Directors Remuneration of the Executive Directors consists of a fixed component and a variable performance incentive. 2013 and Clause 49 of the Listing Agreement. The Company’s remuneration strategy is market-driven and aims at attracting and retaining high calibre talent. t All other issues incidental to the implementation of ESPS/ESOS. Appointment of Mrs. The Committee formulated and approved the following policies during the year: t Remuneration Policy for Directors.D. The Remuneration Policy and the evaluation criteria have been disclosed in the Director’s Report which forms part of the Annual Report. t Policy on appointment of Directors. The Committee also allotted shares towards exercise of stock options which were granted during earlier years. in line with Companies Act. Further the Committee is also responsible for formulating policies as to remuneration. Executive Directors. Nomination and Remuneration Committee Report for the year ended March 31. The main responsibility of the Committee is to incentivize and reward executive performance that will lead to long-term enhancement of shareholder performance. Policy on appointment of Board Members. During the year the Committee approved the grant of stock options to employees under the ESOP Scheme of the Company. the outcome of performance assessment programmes. Falguni Sanjay Nayar as an Independent Director was also recommended to the Board by the Committee.been adopted by the Board upon recommendation of the Nomination and Remuneration Committee: 44 Corporate Overview Board & Management Reports 1. Place: Jebel Ali . The Nomination and Remuneration Committee comprises of two Independent Directors and two Non-Executive Promoter Directors. 2. The Committee was also provided information on appraisal systems. Key Managerial Personnel’s (KMP’s) and other employees. As per policy the evaluation of every Director`s performance was carried out by the Committee.UAE Date: May 5. Key Managerial Personnel and other employees. 3. P. etc. t Performance Evaluation Framework for the Board. its Committees and individual Board members. Further the Committee also reviewed and approved the revision in remuneration of Mr. Sunil Duggal. compensation policies for employees and the information to decide on grant of options to various employees. Board diversity. Narang and Mr. Framework for evaluation of the Board. Remuneration Policy relating to remuneration of Directors. its Committees and individual Board Members including Independent Directors. 2015 Nomination and Remuneration Committee . 2015 To the Board of Directors of Dabur India Limited. 2013 and the Listing Agreement. performance evaluation. S K Bhattacharyya Meetings and Attendance During the financial year 2014-15 the Committee met 4 times on 29. Sunil Duggal 4. 2. 2013 and rules thereunder. Ajay Dua Mr. poverty and malnutrition. 3. Eradicating hunger. P D Narang 3. Recommend the amount of expenditure to be incurred on the activities as above.2014. ED – Executive Director The role of the CSR Committee is as under: C. Monitor the CSR Policy of the company from time to time.11. Promoting Health care including preventive health care. The four key focus areas where special Community Development programmes would be run are: 1. Ajay Dua (Chairman) 2.04. The details of attendance of Committee meeting are given below: Name of the Member Dr. S K Bhattacharyya #ID – Independent Director. Mr. but also in other geographies based on the needs of the communities. 2013. and c. 4. a CSR Policy which shall indicate the activities to be undertaken by the Company in compliance with the Companies Act. CSR Policy of the Company The CSR activities shall be focused not just around the plants and offices of the company. Sunil Duggal 45 The Company has formulated the CSR Policy in line with Schedule VII of the Companies Act. P D Narang Mr.Financial Statements Limited Dabur India Mr. Formulate and recommend to the Board. 2015. Ensuring environmental sustainability.2014.2015. enhancing . Mr. b.07. Dr. the Corporate Social Responsibility (CSR) Committee consists of the following 4 members: 1. Employment and livelihood vocational skills and projects.01. Composition As on March 31. 3.2014 and 30. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE a. Mr. 28. 2013.com at the weblink http:// www. recommending the expenditure on CSR activities & monitoring the activities undertaken from time to time.com/ AboutDabur-CSRPolicy CSR Committee Report for the year ended March 31. The CSR Policy formulated by the Committee has been .dabur.dabur. a CSR Policy indicating activities to be undertaken by the Company as specified in Companies Act. The CSR Committee comprises of two Independent Directors and two Executive Directors. The main responsibility of the Committee is to formulate and recommend to the Board. 2015 To the Board of Directors of Dabur India Limited.Annual Report 14 -15 The formal CSR policy of the Company is available on the website of the Company www. The Company has been able to spend the mandatory 2% of average net profits of immediately preceding 3 years on various CSR activities. the Committee monitored the progress on CSR activities undertaken by the Company on quarterly basis. 2015 D.UAE Date: May 5. Place: Jebel Ali . 2014. 2015.approved by the Board of Directors of the company during the last financial year. The Committee is sufficiently satisfied with the CSR compliances on the part of the Company. the Committee consists of the . As on March 31. the details of which are given in CSR Report approved by the Committee and attached to the Directors’ Report. During the Financial Year 2014-15. RISK MANAGEMEN T COMMITTEE Composition The Risk Management Committee has been constituted by the Board of Directors on July 9. P Narang 3. Mr. 3rd November. Jude Magima t Mr. . ED-HR – Senior Executive Director-Human Resource. 15th September. Sr. Name of the Member Mr. Jude Magima. Mr. A Sudhakar t Mr. Lalit Malik Mr.e. Mr. t 2014. NED – Non-Executive Director. Mr.2014 and 7.10.01. P D Narang Mr. George Angelo ceased to be members w.07. Amit Burman was appointed as a member of the Committee w. A Sudhakar and Mr. A K Jain D Lalit Meetings and Attendance During the financial year 2014-15 the Committee met 3 times on 9.f. Amit Burman (Chairman) 2. A K Jain # PD – Promoter Director. Mr.2015. Sunil Duggal Mr. EDOp. 9. Sr.e. Sunil Duggal 4. Mr.following members: 5 1. 2014. ED – Executive Director. – Senior Executive DirectorOperations.f. Amit Burman* Mr. Mr. JCRO – Joint Chief Risk Officer * Mr. George Angelo t Mr.2014. Malik 5. To update Risk Register on quarterly basis. Risk Management Committee Report for the year ended March 31. 4. The Committee consists of two Executive . 2. To review critical risks identified by Joint Chief Risk Officer(s) and Management Committee on quarterly basis. To report critical risks to Audit Committee in detail on yearly basis. 5. To report key changes in critical risks to the Board on quarterly basis. reviewing and monitoring the same on regular basis. To perform such other functions as may be deemed or prescribed fit by the Board. 6. 2015 To the Board of Directors of Dabur India Limited. 3. Preparation of Risk Management Plan.The role of the Committee is as under: 1. Place: Jebel Ali .UAE Date: May 5. During the Financial Year 2014-15. the Committee identified and assessed the risks faced by the Company and procedures to mitigate the same. The risks were assessed categorically under the broad heads of high. The primary responsibility of the Committee is to prepare the Risk Management Plan of the Company and to review and monitor the same on regular basis. S T A K E H O L D E R S R E . one Promoter NonExecutive Director and two KMP’s being Non-Board Members. medium and low risks with high and medium risks sub categorized as critical and low risks as noncritical. 2015 46 Corpo rate Overvi ew Board & Manag ement Report s E.Directors. Ajay Dua # I D – I n . P N Vij ay (C ha ir m an ) 2.11. 3. Aj ay Du a Meeti ngs and Atten dance During the financi al year 201415 the Comm ittee met 4 times on 29. 28. 2014. 2015.L A TI O N S HI P C O M M IT T E E Comp ositio n As on March 31. A mi t Bu rm an 3. 2014. P N Vijay Mr.07. Mr . Amit Burman Mr. Mr . Dr . the Stake holder s Relati onship Comm ittee consis ts of the followi ng 4 memb ers: 1. P D Na ra ng 4. Mr . 2015.01. The details of attend ance of the Comm ittee meeti ngs are given below: Name of the Member Mr.04. P D Narang Dr.2 014 and 30. d e p e n d e n t D i r e c t o r . The Comm ittee ensur es cordial . K. N E D – N o n E x e c u t i v e D i r e c t o r . Jain. P D – P r o m o t e r D i r e c t o r . E D – E x e c u t i v e D i r e c t o r Mr. A. is the Compl iance Officer . Vice Presid ent (Finan ce) and Comp any Secret ary. nonreceip t of divide nd and other allied compl aints. nonreceip ts of annua l report s.invest or relatio ns and overse es the mecha nism for redres sal of invest ors’ grieva nces. t S p l i t u p / s u b d i v i s i o n a n d c o n s o i d a t i . functi ons: The Comm ittee perfor ms the followi ng l t Transf er/ trans missio n of shares . The Comm ittee specifi cally looks into redres sing share holder s’/ invest ors’ compl aints/ grieva nces pertai ning to share transf ers. o i n o n o f o f s h s a h r a e r s e . Pr ob at e. t t D e Issue of new and duplic ate share certifi cates. s . r t e m a t i a l i z a t i o n / r e m a t e r i a l i z a t Re gi str ati on of Po w er of At tor ne ys . Le tte rs of tr an s mi ssi on or si mi lar ot . he r do cu m en ts. all ot m en t an d ca ll m on ie s. t To op en / cl os e ba nk ac co un t(s ) of th e Co m pa ny for de po sit in g sh ar e/ de be nt ur e ap pli ca tio ns . au th ori ze op er ati on of su ch ac co un t(s ) an d . no nre ce ipt of an nu al re po rt. no nre ce ipt .F i n a n c i a l S t a t e m e n t s D a b u r I n d i a L i m i t e d is su e in st ru cti on s to th e B an k fr o m ti m e to ti m e in th is re ga rd . t To lo ok int o re dr es sa l of sh ar eh ol de rs’ an d in ve st or s’ co m pl ai nt s lik e tr an sf er of sh ar es . t A ny all ie d m at te r( s) ou t of an d in ci de nt al to th es e fu nc tio ns an d no t he rei n ab ov e sp ec ifi ca lly pr ov id ed for . Inves tor Griev ance Redre ssal Detail s of compl aints receiv ed and resolv ed by the Comp any during the financ ial year 201415 are given below: Nature of Complaint Non receipt of certificates lodged for Transfer / Transmission. and for speed y redres .) Total In order to provid e efficie nt servic es to invest ors.of de cl ar ed di vi de nd s. et c. issue of Duplicate shares Non-receipt of Dividend Dematerialization / Rematerialization of shares Others (Non receipt of bonus shares/ POA/ change of signatures/ address etc. jointly to any two of Mr. the Comm ittee has deleg ated the power of appro ving transf er and trans missio n of shares and other matte rs like split up / subdivisio n and consol idatio n of shares .sal of the compl aints. Mana ger (Secre tarial). Joint Comp any Secret ary and Mrs. A K Jain. Vice Presid ent (Finan ce) and Comp any Secret ary. Sr. subdivisio n. issue of new certifi cates on remateri alizati on. Sarita Agraw al. Stake holde rs Relati onshi p Com mitte e Repo rt for the year ende d Marc . subjec t to a maxi mum of 10000 shares per case and for demat erializ ation upto a maxi mum of 40000 shares per case. Mr. Prave en Mudg al. consol idatio n and excha nge. nonreceip t of declar ed divide nds etc.h 31. It perfor ms the functi ons of transf er/tran smissi on/ remat/ demat / splitup/sub divisio n and consol idatio n of shares . 2015 To the Board of Direct ors of Dabur India Limite d. issue of duplic ate share certifi cates and allied matter (s). The main respo nsibilit y of the Comm ittee is to ensur e cordia l invest or relatio ns and super vise the mech anism for redres sal 47 Annual Report 14 -15 of invest or grieva nces pertai ning to transf er of shares . The Committee of transmission. nonreceip t of annua l report. of demat . The Stake holder s Relati onshi p Comm ittee compr ises of four memb ers. 3 cases of issue of shares agains t deface d certific ates and 12 cases of issue of duplic ate share certific ates. a subcommi ttee was constit uted to facilita te the issuan ce of duplic ate share certific ates and transfe r/ transm ission/ consoli dation/ subdivisio n/ remat of more than 10000 shares per case/ demat of more than 40000 shares per case. 2013. The subcommi ttee approv ed 9 cases of issuan ce of duplic ate shares after its constit ution during the year. 5 cases of subdivisio n. 2 cases of consoli dation. for compli ance under variou s applic able provisi ons of the Compa nies Act. within the prescri bed time lines.erializ ation. The Commi ttee also review ed the status . During the year. by the followi ng means : i. As at the close of the financi al year there were no compl aints pendin g for redres sal. interalia. The Compa ny receiv ed 18 compl aints during the year all of which were redres sed.of invest ors’ grieva nces on quarte rly basis. Th e Au dit Co m mi tte e re vi e ws fin an ci al st at e m en ts of th e su Place: Jebel Alibs . 2015 ar y co SUBS m IDIA pa RY COM ni PANI es ES .UAE idi Date: May 5. of its subsid iary compa nies. MONI al TORI on NG g FRA wi MEW th ORK in ve The st Comp m any en monit ts ors m perfor ad mance e . c om at the weblin k http:// www. if an y. on a qu ar te rly ba sis .d abur. of su bs idi ar y co m pa ni es .c om/en/ invest ors1/P olicy- .d abur. ii.by th e m. The Compa ny has formul ated a policy for deter mining its ‘Materi al’ Subsidi aries and the same is availa ble on the websit e of the Compa nywww. Th e Bo ar d of Di re ct or s re vi e ws th e Bo ar d M ee tin g mi nu te s an d st at e m en ts of all si gn ifi ca nt tr an sa cti on s an d ar ra ng e m en ts. pdf (A subsidi ary shall be consid ered as materi al if the invest ment of the Compa ny in the subsidi ary exceed s 20% of its consoli dated net worth as per Audite d Balanc e Sheet of the previo us financi al year or if the subsidi ary has genera ted 20% of the consoli dated incom e of the Compa ny during the previo us financi al year) Dabur does not have a materi al nonlisted Indian subsid iary. a “mate rial . [Under Clause 49 of the Listing Agree ment.materi alsubsidi ary. nonlisted Indian subsid iary“ shall mean an unliste d subsid iary. incorp orated in India. paid up capital and free reserv es) excee ds 20% of the consol idated incom e or net worth respec tively.e. whose incom e or net worth (i. DISC LOSU RES Relat ed Party Trans actio ns The Comp any has formul ated a Policy on materi ality of Relate d . which forms part of this report.accou nting year]. of the listed holdin g compa ny and its subsid iaries in the imme diatel y prece ding MAN AGE MEN T Mana geme nt Discu ssion and Analy sis The Annua l Report has a detail ed chapt er on Manag ement Discus sion and Analys is. c om/en / invest ors1/P olicyonRelate d- PartyTransa ctions. Relate d Party Transa ctions of repetit ive nature are appro ved by the Audit Comm ittee on omnib us basis for one financi al year at a time. pdf All Relate d Party Transa ctions are appro ved by the Audit Comm ittee prior to the transa ction. All omnib us appro vals are review ed by the Audit Comm ittee .Party Transa ctions and on dealin g with Relate d Party Transa ctions.d abur.c om at the weblin k http:// www. The policy has been disclo sed on the websit e of the Comp any at www. in accord ance with releva nt provisi ons of Comp anies Act.d abur. 2013 and Clause 49 of the Listing Agree ment. either as per Comp anies Act. there were no such Relate d Party Transa ctions. Disclo sures by Senio r Mana geme nt & Key Mana gerial Perso nnel The Senior Manag ement Person nel make disclos ures to the Board period ically regard ing . is also sent to the Stock Excha nges along with the Quart erly Compl iance Report on Corpor ate Gover nance. A confir matio n as to materi al Relate d Party Transa ctions as per Clause 49 of the Listing Agree ment. 2013 or Clause 49 of the Listing Agree ment which were requir ed to be appro ved by the Board of Direct ors or the Share holder s of the Comp any.on a quarte rly basis. During the Financ ial Year 201415. . and t 48 all m at eri al fin an ci al an d co m m er ci al an d ot he r tra ns ac tio ns wi th th e Co m pa ny .t their dealin gs in the Comp any`s shares . The material. No penalties/strictures were imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority on any matter related to capital market during the last three years. for its management and staff. Dabur has established a system through which Directors. had no potential conflict with the interest of the Company at large. The Code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with the shares of Dabur. under which all Directors. Disclosure of accounting treatment preparation of financial statements in The Company has followed prescribed Accounting Standards as laid down by the Institute of Chartered Accountants of India (ICAI) in preparation of its financial statements. and cautioning them of the consequences of violations. The Vice President (Finance) and Company Secretary has been appointed as the Compliance Officer. financial and commercial transactions where Key Managerial Personnel have personal interest forms part of the disclosure on related parties referred to in Notes to Annual Accounts. if any. malpractices. Details of non-compliance by the Company Dabur has complied with all the requirements of regulatory authorities. which was reported to the Board of Directors. 2013. fraud. violation of Company’s code of conduct without fear of reprisal. The Company has set up a Direct Touch initiative. the Company has in place a comprehensive Code of Conduct for Prevention of Insider Trading. 2015. employees. stating that the said dealings and transactions. business associates have direct access . 2015. Code for Prevention of Insider-Trading Practices In compliance with the SEBI regulations for Insider Trading and the provisions of Companies Act. which shall be applicable from 15th May.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited where they have personal interest. wrongful conduct. employees. The Company has also formulated a Code of Conduct for Prevention of Insider Trading and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in accordance with SEBI (Prohibition of Insider Trading) Regulations. business associates may report unethical behavior. Whistle-Blower Policy / Vigil Mechanism The Company promotes ethical behaviour in all its business activities and in line with the best international governance practices. wrongful conduct. the report of compliance with respect to all applicable laws and regulations. 2015 has considered and recommended the aforesaid re-appointment of Mr.com/en/ investors1/Policies/Direct-Touch-2014. with fixation of accountability and reporting of steps taken for rectification of noncompliance. offer themselves for reappointment in accordance with the provisions of the said Act. Prohibition and Redressal) Act. As the existing tenure of Mr. The Company has developed a very comprehensive Legal Compliance Manual. 2015 the Board of Directors of the Company in its meeting held on 5 th May. if any.e. Further. The Nomination and Remuneration Committee of the Board in its meeting held on 5 th May. Prevention of Sexual Harassment Policy The Company is committed to provide a protective environment at workplace for all its women employees. CEO/ CFO certification The CEO and CFO certification on the financial statements and the cash flow statement for the year is placed at the end of the report. The process of compliance reporting is fully automated. which drills down from the CEO to the executive-level person (who is primarily responsible for compliance) within the Company.com at the weblink http://www. on a quarterly basis. 31st July. Any non-compliance is seriously taken up by the Board. t Provide protection against victimization. 2015 has re-appointed him as a Whole Time Director designated as Chief Executive Officer (CEO) of the Company for a further period of five years w.dabur. Sunil Duggal to the Board for their approval. affirmed that no personnel have been denied access to the Audit Committee. The Whistle-Blower Protection Policy aims to: t Allow and encourage stakeholders to bring to the management notice concerns about unethical behavior. The Committee has. of the Companies Act.e. actual or suspected fraud or violation of policies. The above mechanism has been appropriately communicated within the Company across all levels and has been displayed on the Company’s intranet as well as on the Company’s website www. Mr. 152 and other applicable provisions. Dabur has adopted a Dividend Policy which has been displayed on the Company’s website www. t Ensure timely and consistent organizational response. Sunil Duggal was re-appointed as a Whole Time Director of the Company for a period of 5 years w. 2013.dabur.to the Chairman of the Audit Committee.f. with provision for escalation to the higher-ups in the hierarchy. Dividend Policy To bring transparency in the matter of declaration of dividend and protect the interests of investors.com. and being eligible. 2015 on the remuneration and terms and conditions. 2010 on the remuneration and other terms and conditions as approved by the members in the AGM of the Company held on 31st August. 31st July. Mr. Amit Burman and Mr.dabur. using the e-nforce compliance tool. 49 Annual Report 14 -15 Legal Compliance Reporting The Board of Directors review in detail. t Build and strengthen a culture of transparency and trust. 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. in its Report. as detailed in the Notice of AGM.pdf The Audit Committee periodically reviews the existence and functioning of the mechanism. It reviews the status of complaints received under this policy on a quarterly basis. To ensure that every woman employee is treated with dignity and respect and as mandated under “The Sexual Harassment of Women at Workplace (Prevention. System-based alerts are generated until the user submits the monthly compliance report. Sunil Duggal as Whole Time Director of the company will expire on 30 th July.f. 2010. SHAREHOLDERS Appointment / Re-appointment of Directors Pursuant to Sections 149. malpractice. . 2013” the Company has in place a formal policy for prevention of sexual harassment of its women employees. Saket Burman. Directors will retire by rotation at the ensuing Annual General Meeting. Falguni Sanjay Nayar as Non-Executive Independent Director within the meaning of Section 149 and 152 of the Companies Act. The Company has also received a notice in writing from a member proposing her candidature for the office of Director along with requisite deposit of Rupees one lakh. He is a dynamic member from the Promoter family. He played a key role in redefining Sales and Marketing functions at Dabur. Duggal is an MBA from IIM. Currently he is CEO of the Company.2015. being eligible. in 2001.. A brief resume of the Directors being appointed/ reappointed. 2014 upto the conclusion of AGM of the Company to be held in the calendar year 2019 or 27 th July.e.Sales & Marketing in Wimco Ltd. for a term of 5 (five) consecutive years commencing from the date of her appointment as an Additional Director in the Company i. Mr. His shareholding in the Company. their shareholding etc. He served as GM .03. Your Directors recommend their appointment /reappointment at the ensuing AGM. Currently he has no shareholding in the Company. Mr.. 2019 whichever is earlier. are furnished in the explanatory statement to the notice of the ensuing AGM. Committee Memberships/ Chairmanships. The brief CVs of the above Directors are given below: Mr. as on . He is currently living in Dubai. 31. names of companies in which they have held Directorships. not subject to retirement by rotation.000 equity shares. Kolkata. Amit Burman: He has done his MBA from Cambridge University. He also serves as a member or an adviser on a number of entrepreneurial and angel investing groups. is 38. The Board of Directors in their meeting held on 5 th May. where he is also a Board member of Dabur International Ltd. making them more efficient. 2013 read with Schedule IV attached thereto and Rules made there under. Mrs. 28th July. He has started up a number of companies in different industries in the UAE. Saket Burman: He has done his BBA in Marketing and Finance from the University of Wisconsin Madison. Nayar shall hold office upto the date of the ensuing Annual General Meeting of the Company and. in 1994 as GM Sales & Marketing. 2015 has recommended to re-appoint Mrs. Currently he has no shareholding in the Company. He was appointed as Vice Chairman of the Company in 2007.40. before joining Dabur in 1995. then moved to Pepsi Foods Ltd. England and was appointed as a member on the Board of Dabur India Ltd.Pursuant to Section 149(1) of the Companies Act. Falguni Sanjay Nayar as an Additional Director in the category of Non-Executive Independent Director. the nature of their expertise in specific functional areas. He has a rich and varied experience in food sector. offer herself for re-appointment. 2014 appointed Mrs. Sunil Duggal: Mr. 2013 the Board of Directors of the Company had on 28th July. Falguni Sanjay Nayar: She is a Graduate from Sydenham College of Commerce & Economics and Post Graduate from Indian Institute of Management. 50 Ahmedabad. Nayar has a rich experience of over two and half decades.Mrs. She started . Mrs. 2014 are also available in the Investor Centre section. News Releases/Presentations: Official press releases. Directors Report (including Management Discussion and Analysis.com Website: The Company`s website www. containing inter-alia. dabur. are requested to do the same at the earliest. share series and investment calculator. dematerialization. institutional investors. The quarterly. In addition various downloadable forms required to be executed by the shareholders have also been provided on the website. She was recognized as Top Woman in Business by Business Today in 2009 and 2011. analysts. are displayed on the Company’s website www. Annual Report of subsidiary companies are also posted on the website. Business Responsibility Report) was sent via email to all shareholders who have provided their email ids and is also available at the Company`s website at www. Details of publication of financial results for the year under review are given below: Description Unaudited Financial Results for the quarter ended June 30. Share price tools includes. 2014 Audited Financial Results for the quarter/ financial year ended March 31. and therefore emphasizes on prompt. official news releases and presentations made to institutional investors and to analysts are promptly and prominently displayed on the website. The Investor Centre Section provides information on various topics related to transfer of shares. 2015 Half Yearly Results: Audited financial results. quarter/ half year ended September 2014 30. dividend. etc. etc. the Investor Centre section has also started providing on-line Annual Reports and Share price tools. Nayar is the founder and Chief Executive Officer of Nykaa.com. In 1993. 2014 July 30. Full version of the Annual Report for FY 2013-14 containing inter-alia. efficient and relevant communication to all external constituencies. Quarterly Corporate Governance Report. 2014 were sent electronically to all the shareholders possessing email ids. salient features of the audited Financial Statements. in terms of Section 2(77) read with Rule 4 of the Companies (Specification of Definitions Details) Rules.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited her career as a Manager and Consultant at A F Ferguson & Company. which is an on-line shopping website.03. Shareholding Pattern and other Corporate Communications made to the Stock Exchanges are also available on the website. inter-alia. Quarterly: The quarterly financial results are normally published in The Economic Times/Times of India/ Mumbai Mirror/ Navbharat Times/Hindustan Times/Hindustan newspapers. Shareholders who had not yet provided their email id`s to the Company / its Registrar. 2014 of the Companies Act. Currently. Director`s Report (including Management Discussion and Analysis and Corporate Governance Report) was sent to all shareholders who had not registered their email ids for the purpose of receiving documents/ communication from the company in electronic mode. to help shareholders to claim the same. Mrs. Annual Reports. Communication to shareholders on email: As mandated by Annual Report: Physical copy of the abridged Annual Report 2013-14. The details of unclaimed dividends upto the financial year ended 31. None of the Directors of the Company are related inter-se. She has also received FICCI Ladies Organization Award for Top Woman Achiever in the field of banking in 2008. 2013. Since last year. presentations made to the media.dabur. change of address. for the half-year ended September 30.dabur. 2015 May 7. . half yearly and annual financial results. she joined Kotak Mahindra Group to lead the M&A and Project Advisory Initiatives. loss of share certificates. She has held senior positions in various capacities and was the Managing Director and Chief Executive Officer of Kotak Investment Bank from 2006 to 2012. historical share price data. continuous. MEANS OF COMMUNICATION WITH SHAREHOLDERS Financial Results: Dabur recognizes communication as a key element of the overall Corporate Governance framework. 2014 Unaudited Financial Results for the quarter / nine months ended December 31. 2015 January 31. share graphs. audited Financial Statements. Corporate Governance Report. nomination. 2014 Audited Financial Results for the November 5.com contains a separate section ‘Investor Centre’ for use of investors. she has no shareholding in the Company. All members of the financial community are invited for the same and an opportunity is provided to . In order to ensure that investors get a good understanding of the Company. Analyst meetings and conference calls are periodically arranged by the Company to discuss quarterly financial performance and material business events and these are simultaneously broadcast over the Internet or via telephone conference call. The Company and shareholder can seek and provide clarifications online through SEBI. Exclusive email ID for investors: The Company has designated the email id investors@dabur. The investor meetings and interactions act as a channel of two way communication and the investors’ feedback is given due consideration by the Company’s management. - Provide detailed updates on the company’s performance to all investors immediately after the release of quarterly results.the Ministry of Corporate Affairs (MCA) documents like Notices. investment style and geographical location. Periodical compliances like Financial Results. BSE Corporate Compliance & Listing Centre. SCORES. INVESTOR RELATIONS Investor Relations (IR) at Dabur aims at providing accurate. The Company uploads the action taken on the complaint which can be viewed by the shareholder. etc are also filed electronically on NEAPS/ BSE Listing centre/mSXI portal. save trees and avoid loss of documents in transit.e. It frequently participates in investor meetings throughout the year. - Post the quarterly results. a conference call is arranged to discuss highlights of the company’s performance. This helped in prompt delivery of document. NEAPS (NSE Electronic Application Processing System).com exclusively for investor servicing.dabur. ECS advices for dividends. as registered with their Depository Participants/ Company/ RTA. the IR department holds the following activities: - One-on-one and group meetings with investors to brief them about the company and respond to their queries and concerns. SCORES (SEBI complaints redressal system): SEBI processes investor complaints in a centralized web based complaints redressal system i. including conferences arranged by brokerage houses. Through this system a shareholder can lodge compliant against a company for his grievance. and the same is prominently displayed on the Company`s website www. There is a conscious effort towards effective dissemination of information to the financial community and shareholders to enable them to make a well considered decision. were sent to the shareholders at their email address. BSE and mSXI have developed web based applications for corporates. and Metropolitan Stock Exchange of India Ltd. reduce paper consumption. Annual Report. Shareholding Pattern and Corporate 51 Annual Report 14 -15 Governance Report. transparent and timely information to the investors and serve as a bridge for two-way communication. (mSXI) Portal (Formerly known as MCX) : NSE. etc.com. The IR strive towards a diverse shareholder base in terms of investment horizon. 2012 t Re-appointment of Mr. This comprises tools such as Investment GENERAL BODY MEETINGS Details of the last three General Body Meetings held are given below: The following special resolutions were taken up in the last three AGMs and were passed with requisite majority: July 17.f.e. which can be useful for investors to perform share price related analysis. The conference call is hosted by the company in order to give a free and fair opportunity for all to participate. .Calculator. them to participate in the Q&A. t Approval for payment of commission to non Whole Time Directors of the Company for a period of 5 years w. Archived copy of the webcast and transcript is provided on the Company’s website. - The Company interacts with research analysts to brief them about the company’s vision. J P Morgan.e. Share Price Lookup etc.f. April 1. Citigroup. During 2014-15 it attended conferences hosted by Morgan Stanley. UBS. A new section titled Share Price Tools has been added to the web pages. 2013. April 1. P D Narang as Whole Time Director of the Company for a period of 5 years w. 2012. - 52 All historical and fresh information updates are promptly available on the Investor Centre page of the company’s website for ready access. business situation and plans at a strategic level and to answer their queries. Edelweiss. CLSA. - The Company participates in investor conferences organized by leading institutional brokerage houses. Kotak Mahindra and Bank of America Merrill Lynch among others. Motilal Oswal. Share Series. t Re-appointment of Mr. t Re-appointment of Dr.e. 2014 i. 2014 i. t Approval to charge fees from the members for serving documents in a specific mode. t Re-appointment of Mr.e. 22 nd July. the date of 39 th AGM upto the conclusion of AGM of the Company to be held in the calendar year 2019. July 22. 22 nd July.e. the date of 39 th AGM upto the conclusion of AGM of the Company to be held in the calendar year 2019. 4000 Crores.e. 2014 i. Amit Burman.f. 2013 read with the Companies . Saket Burman.e.f. t Approval for the holding of office of Whole Time Director in Dabur International Limited by Mr.e. 22nd July. 2014 i.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited Postal Ballot July 17. 2013 to mortgage and/or create mortgage and/or create charge on assets of the Company for an amount upto Rs. 2013 t Appointment of Mr.e. the date of 39 th AGM upto the conclusion of AGM of the Company to be held in the calendar year 2019. the date of 39th AGM upto the conclusion of AGM of the Company to be held in the calendar year 2019. 22nd July.f. 22nd July. 22nd July.f. t Re-appointment of Mr. Albert Wiseman Paterson as a Non-Executive Independent Director for a period of 5 years w. Vice Chairman of the Company as a Whole Time Director in Dabur International Limited.f. t Re-appointment of Dr. During the year under review.f. Ajay Dua as a NonExecutive Independent Director for a period of 5 years w. Sanjay Kumar Bhattacharyya as a Non-Executive Independent Director for a period of 5 years w. S Narayan as a NonExecutive Independent Director for a period of 5 years w.e. 2013. the date of 39 th AGM upto the conclusion of AGM of the Company to be held in the calendar year 2019. in pursuance of Section 110 of the Companies Act. 4000 Crores. t Approval for Authority to the Board of Directors u/s 180 (1)(c) of the Companies Act.f. t Approval for Authority to the Board of Directors u/s 180 (1) (a) of the Companies Act.e.e.e.e. the date of 39 th AGM upto the conclusion of AGM of the Company to be held in the calendar year 2019. R C Bhargava as a NonExecutive Independent Director for a period of 5 years w.e. April 1. 2014 i. 2013 to borrow money(s) for business purposes of the Company for an amount upto Rs. 2014 t Re-appointment of Mr. 2014 i. a wholly owned subsidiary of the Company w. P N Vijay as a NonExecutive Independent Director for a period of 5 years w. 2015 was Rs.karvy. evoting. guarantee or security in connection with a loan to any person or other body corporate and acquisition of securities of any other body corporate.com and karvy’s evoting website at https://www.1756511990 divided into 1756511990 equity shares of Re. New Delhi – 110002. on March 20.(Management and Administration) Rules. was appointed as Scrutinizer for conducting the Postal Ballot process. ii.01. Chartered Accountant in practice. The same was simultaneously also disseminated to the Stock Exchanges on which the shares of the Company was listed. 2014. The Result of the Postal Ballot is given below: Particulars Total votes casted Less: Invalid votes Net valid votes casted The paid up share capital of the Company as on the cutoff date of 30. 2015 to 6. 4000 Crores which is exceeding the permissible limits specified in the Companies Act. Asaf Ali Road. 2013 for giving any loan. The voting (including e-voting) was available from 9. Mr. 2015. Postal Ballot was conducted (including e-voting) seeking approval of shareholders by way of special resolution for authorizing the Board of Directors u/s 186 of the Companies Act.M.00 A. 2015 by posting the same on the website of the Company at www. The cut off date for the purpose of e-voting was January 30. Voted ‘IN FAVOUR’ of the resolution: Voted ‘AGAINST’ the resolution: . He reported the vote count on March 25.each.com and also displaying at the registered office of the Company situated at 8/3.00 P. V K Jhalani.dabur. 2015. The result of the Postal Ballot was announced on March 26. upto Rs. 2013. i. 2015. on February 19.M.1/. The Chairman after receiving the result announced that the Special Resolution in pursuance of Section 186 of the Companies Act. III. the same may be passed in compliance of provisions of Companies Act. C. Role of Audit Committee E. B. Audit Committee A. COMPLIANCE WITH MANDATORY REQUIREMENTS Compliance Report of Dabur as on 31.03. if required. D. However. Listing Agreement or any other applicable laws. Board of Directors A. B. Currently. Nomination and Remuneration Comm Subsidiary Companie Risk Management . Disclosures iii. V. E. Votes ’INVALID’: Total number of members who votes were declared ‘Invalid’ 44 Note: 7 (seven) shareholders have exercised both options (in favour & against) by bifurcating their shareholding. 2013. no resolution is proposed to be passed through Postal Ballot. C. Related Party Transactions VIII. F. VII. VI.2015 with the applicable mandatory requirements of Clause 49 is as under: Compliance Report II. 2013 has been duly passed with requisite majority and directed that the aforesaid result along with the resolution be recorded in the minute book meant for recording the proceedings of General Meetings of Members. Powers of Audit Committee D.53 Annual Report 14 -15 IV. 25/. 1956. 2015. X.dabur. Separate posts of Chairman and CEO Separate persons have been appointed by the Company to the post of Chairman and CEO. 0. 2016. unclaimed dividend for the financial year 2006-07 (Interim II) and 2007-08 (Interim) had been transferred to Investor Education and Protection Fund (IEPF) established by the Central Government. in the month of November every year. has also been .com A. results were announced on: Dividend Payment Interim dividend of Rs. Subroto Park. now merged with the Company. Date: 21st July. F. 2015 For the financial year ending March 31. Audit Qualifications The Auditors have raised no qualifications on the financial statements of the Company. 54 Corporate Overview Board & Management Reports t Half Yearly t Third Quarter t Fourth Quarter and Annual : Book Closure Annual General Meeting The dates of Book Closure are from the 1 st day of July. 3.per equity share was paid on September 25. C. t First Quarter Dates of Transfer of Unclaimed Dividend Half Yearly t Third Quarter t t Fourth Quarter and Annual : 5th May. results will be announced by: t First Quarter Pursuant to Section 205A of the Companies Act. ADDITIONAL SHAREHOLDER INFORMATION Company Registration Details The Company is registered in New Delhi. New Delhi 110010 Financial Calendar Financial year: April 1 to March 31 For the financial year ended March 31. The Corporate Identification Number (CIN) allotted by the Ministry of Corporate Affairs (MCA) is L24230DL1975PLC007908. ADOPTION OF NON-MANDATORY REQUIREMENTS 1. 2015 Time: 11:00 AM Venue: Air Force Auditorium. D.2. E. Shareholders Rights Maintenance of the Chairman’s Office The Company maintains the office of NonExecutive Chairman and provides for reimbursement of expenses incurred in performance of his duties. 2015 inclusive of both days. IX. The Internal Auditors of the Company report directly to the Audit Committee. 2015 to the 8th day of July.75 per equity share for the financial year 2014-15 has been recommended by the Board of Directors to shareholders for their approval. CEO/CFO certification Report on Corporate Governance5. The same is also uploaded on the Company’s website www.1. Further unclaimed dividend for the financial year 2006-07 (final) pertaining to erstwhile Femcare Pharma Limited (FEM). India. Final Dividend of Rs. 4. B. Reporting of Internal Auditors Compliance XI. Half yearly Audited financial statements or results are sent electronically to all shareholders possessing email ids. 2014 for the financial year 2014-15. It may also be noted that all the corporate benefits accruing on these shares like bonus. if any. Dividends declared in the past Unclaimed/ Undelivered Share Certificates As per the provisions of Clause 5A of the Listing Agreement. The details of unclaimed dividends upto the financial year ended 31. PAN card and for delivery in demat form. split etc. Shareholders who have not encashed their dividend warrants relating to the dividends specified below are requested to immediately Financial Statements Limited Dabur India send their request for issue of duplicate warrants. will be transferred to IEPF in accordance with the schedule given below. no claim shall lie in respect thereof with the Company.transferred by the Company to IEPF. Shareholders who have not yet claimed their shares are requested to immediately approach the Registrar & Transfer Agent of the Company by forwarding a request letter duly signed by all the joint holders furnishing self attested copies of their complete postal address along with PIN code. Once unclaimed dividend is transferred to IEPF. Accordingly unclaimed shares lying with the Company have been transferred and dematerialized in a `Unclaimed Suspense Account` of the Company. This account is being held by the Company purely on behalf of the shareholders entitled for these shares. the unclaimed shares lying in the possession of the Company are required to be dematerialized and transferred into a special demat account held by the Company.2014 are also available on the website of the Company www. The dividends for following years.. shall also be credited to the said `Unclaimed Suspense Account` and the voting rights on these shares shall remain frozen until the rightful owner has claimed the shares.dabur. which remain unclaimed for seven years from the date it is lying in the unpaid dividend account. a copy of Demat Account - .03. com. of shareholders and the outstanding shares lying in the suspense account at the beginning of the year 2 No. 1 Aggregate No. BSE & mSXI has been paid. the National Stock Exchange of India Ltd. of shareholders along with shares held who approached the Company for transfer of shares from the suspense account during the year 4 No. the equity shares of the Company are listed at Bombay Stock Exchange Ltd. to enable the Company to release the said shares to the rightful owner. The annual listing fees for the financial year 2015-16 to NSE. of shareholders and the outstanding shares lying in the suspense account at the end of the year 1456 3455856 111 308197 35 92500 35 92500 1532 3671553 ISIN No: BSE Stock Code: NSE & mSXI Stock Code: Bloomberg Code: Reuters Code: Equity Evolution during the year .Client Master Report duly certified by the Depository Participant 55 Annual Report 14 -15 (DP) and a recent Demat Account Statement. The status of equity shares lying in the unclaimed suspense account is given below: Listing At present. (NSE) and Metropolitan Stock Exchange of India Ltd. (mSXI) (Formerly known as MCX). Dabur’s Stock Exchange codes No. of shareholders and shares held by them which were transferred in the suspense account during the year 3 No. Sl. of shareholders along with shares held to whom shares were transferred from the suspense account during the year 5 Aggregate No. (BSE). . 2014 Sep.each. 2014 Aug. 2014 20th Nov.1743813073/. 2014 Stock Market Data The table and chart A & B below give details of Stock Market data. Low and Volume of Dabur’s shares for 2014-15 at BSE and NSE: Month April.. 2014 July.1/. 2014 Nov. 2014 Jan. 2014 12th Aug. 2014 Oct. 2015 56 . Details of High. 2015 Mar.consisting of 1743813073 equity shares of Re. 2014 Dec. 2015 Feb. 2014 the paid up equity share capital of the Company was Rs. 2014 June.As on March 31. 2014 May. The table below gives details of equity evolution of the Company during the year under review: Date 30th May. 2015 Number of equity shares held Total number of share holders up to 5000 5001 – 10000 10001 and above Total Shareholding Pattern by Ownership Particulars Directors. Distribution of Shareholding Details of distribution of shareholding of the equity shares of the Company by size and by ownership class on March 31. Promoters and family members FIIs Mutual Funds/UTI Financial Institutions/ Banks/ Insurance Cos’ NRIs Corporates (including clearing members) .Corporate Overview Board & Management Reports Financial Statements Dabur India Limited Chart A: Dabur’s Share Performance versus BSE Sensex Chart B: Dabur’s Share Performance versus Nifty The charts have share prices and indices indexed to 100 as on the first working day of 2014-15. 2015 along with the top 10 shareholders of the Company is given below: Shareholding pattern by size as on March 31. Individuals Total 57 Annual Report 14 -15 Top ten shareholders as on March 31. t As on March 31. c. Dabur has entered into agreement with both these depositories. RTA will process the DRF and confirm or reject the request to DP/ Depositories.B. in India. Shareholders can open their accounts with any of the Depository Participant registered with these depositories. there are two depositories i.57% shares of the Company were held in dematerialized form. and National Stock Exchange of India Ltd. . Demat account should be opened with a Depository Participant (DP). 2015. 99. d.e. DP will submit the DRF and original share certificates to the Registrar and Transfer Agent (RTA). National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). e. which is Karvy Computershare Pvt. b. DP will process the DRF and will generate a Dematerialization Request Number (DRN). 2015 Name Chowdry Associates VIC Enterprises Private Limited Gyan Enterprises Private Limited Puran Associates Private Limited Ratna Commercial Enterprises Private Limited Milky Investment and Trading Company Life Insurance Corporation of India Burmans Finvest Private Limited M. t The equity shares of the Company are frequently traded at Bombay Stock Exchange Ltd. Shareholders should submit the Dematerialization Request Form (DRF) along with share certificates in original. to their DP. Ltd. the process of getting the shares dematerialized is given hereunder: a. Dematerialization of Shares . 1999. To facilitate trading in demat form. Finmart Private Limited Windy Investments Private Limited Dematerialization of Shares and Liquidity Trading in equity shares of the Company in dematerialized form became mandatory from May 31.Process For convenience of shareholders. f. 2013 service of documents on members by a Company is allowed through electronic mode. Members who have not yet registered their email id (including those who wish to change their already registered email id) may get the same registered/ updated either with their depositories or by writing to the Company. Service of documents through Email In terms of provisions of the Companies Act. members who have more than one folio in the same order of names.com Outstanding GDRs/ADRs/Warrants/Options The Company has 14095570 outstanding Employee Stock Options as on March 31. Further as per Listing Agreement with the Stock Exchanges listed Companies shall supply soft copies of full Annual Reports to all those shareholders who have registered their e-mail addresses for the purpose. 2002. This will definitely help in prompt receipt of communication. D&CC/FITTC/CIR-15/2002 dated December 27. Consolidation of folios and avoidance of multiple mailing In order to enable the Company to reduce costs and duplicity of efforts for providing services to investors. has . Audited Financial Statements. 2015. Upon confirmation of request. Directors’ Report. with vesting period from 1 to 4 years from the date of grant. Format of request letter is available in the Investor Centre Section of the Company`s website www.dabur. are requested to consolidate their holdings under one folio. Accordingly the Company proposes to send documents like shareholders meeting notice/ other 58 notices. to its members in electronic form at the email addresses provided by them and/or made available to the Company by their depositories. Registrar and Transfer Agent (RTA) Securities and Exchange Board of India (SEBI). Members may write to the Registrars & Transfer Agents indicating the folio numbers to be consolidated along with the original shares certificates to be consolidated. Auditor’s Report or any other document. through its Circular No. reduce paper consumption and save trees as well as avoid loss of documents in transit. Details of Public Funding Obtained in the last three years Dabur has not obtained any public funding in the last three years. the shareholder will get credit of the equivalent number of shares in his demat account maintained with the DP. made it mandatory for all work related to share registry. Stakeholders Relationship Committee is authorized to approve transfer of shares in the physical segment. Reconciliation of Share Capital Audit Agarwal & Ahluwalia. : 011-43681710 Website: www. Phone No. Dabur had appointed MCS Limited as its RTA in 1994 for both segments. an independent firm of practicing Chartered Accountants. dividends. 27. provided the documents meet the stipulated requirement of statutory provisions in all respects. much before this was mandated by SEBI. Barakhamba Road. the Company appointed Karvy Computershare Private Limited as its Registrar. New Delhi House. and files a copy of the same with the Stock Exchanges. etc should be addressed to Registrar and Transfer Agent. carries out the Reconciliation of Share Capital Audit as mandated by SEBI. Such transfers take place on weekly basis. The Company obtains from a Company Secretary in practice half yearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the Listing Agreement. All share transfers are completed within statutory time limit from the date of receipt. where the Company`s shares are listed and is also placed before the Stakeholders Relationship Committee of the Board. The Committee has delegated authority for approving transfer and transmission of shares and other related matters to the officers of the Company. both in physical and electronic form. New Delhi-110001. to be handled either wholly ‘in-house’ by companies or wholly by a SEBI-registered external registrar and transfer agent. and reports on the reconciliation of total issued and listed Capital with that of total share capital admitted / held in dematerialized form with NSDL and CDSL and those held in physical form.: 011. This audit is carried out on quarterly basis and the .com Share Transfer System All share transfer and other communications regarding share certificates. During the year 200708. change of address. so approved by officers of the Company is placed at every Committee Meeting.43681700 Fax No. A summary of all the transfers/ transmissions etc.karvy. Details of the RTA are given belowKarvy Computershare Private Limited 305.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited report thereof is submitted to the Stock Exchanges. II. 9760013990.P. H. – 174 101 Tel: 01795-244385. Site IV. Asaf Ali Road.P. Fax: 01795244090 Food Supplement Unit 221. H. PLANT LOCATIONS Sahibabad Unit I & II Plot No. Fax: 01795244090 Toothpaste Unit Village Billanwali Lavana. 16. Baddi. – 173 205 Tel: 01795-244385. SIDCO Indl. H. Udham Singh Nagar. Fax: 05944 – 250064 Unit III Plot No. Baddi. H. H. – 173 205 Tel: 01795-244385. Amla/Honey Unit Village Billanwali Lavana.P. Distt. 22. – 173 205 Tel: 01795-244385. Baddi. H. – 174 101 Tel: 01795-244385. Uttarakhand – 263146 Tel: 05944-398500. Fax: 01795244090 Toothpowder Unit Village Billanwali Lavana. Distt Solan. H. Uttarakhand – 263146 Tel: 05944-398500. Sector-2. 221970. Fax: 01795244090 Air Freshener Unit Village Billanwali Lavana. 222341.P. Distt Solan. Fax: 01795244090 Skin Care Unit Village Manakpur.H. HPSIDC Industrial Area. 991. Fax: 01795244090 Village Manakpur. The Company has complied with each one of them. Distt.3378400 (30 Lines). – 174 101 Tel: 01795-244385. Pantnagar. Baddi. Jammu Tel: 01923 . – 173 205 Tel: 01795-244385. Udham Singh Nagar. Distt Solan. Distt Solan. 992. H. Tel : 01795246363 59 Annual Report 14 -15 Green Field Unit Village Manakpur. Fax: 01795244090 Shampoo Unit Village Billanwali Lavana. Tehsil Baddi. Distt Solan.3. has issued Secretarial Standards on various aspects of corporate law and practices. Distt Solan.) 201010 Tel: 0120. Fax: 05944-250064 Jammu Unit I. – 173 205 Tel: 01795-244385. Fax: 01923 – 221970 Katni Honey Unit .4. Tehsil Baddi. H. 992. HPSIDC Industrial Area. – 173 205 Tel: 01795-244385. Company’s Registered Office Address: 8/3. Baddi. – 173 205 Tel: 01795-244385. – 173 205. Sector-2. Distt Solan.P. Baddi. – 173 205 Tel: 01795-244385. Distt Solan. H. H. New Delhi-110002 Ph: 011-23253488. Integrated Industrial Estate Pantnagar. Integrated Industrial Estate. Ghaziabad-(U.P.P. Fax: 01795-244090 Compliance with Secretarial Standards The Institute of Company Secretaries of India. Distt Solan.P.P. Baddi.P. Tehsil Baddi. Baddi.P. Phase II. Distt Solan. Fax: 01795244090 Honitus/Nature Care Unit 109.P.220123. HPSIDC Industrial Area. Bari Brahmna. Baddi.P. H. – 173 205 Tel: 01795-244385.P. Complex. Distt Solan. Fax: 01795-244090 Pantnagar Unit I and Unit II Plot No. Sahibabad. III & IV Lane No. Distt Solan. Fax: 01795-244090 Chyawanprash Unit 220-221. Fax: 01202779914 / 4376924 Baddi Hajmola Unit 109. Baddi. Malku Majra. Distt Solan. 991. a statutory body. HPSIDC Industrial Area. 9760013990. Nalagarh Road. Fax: 01795244090 Oral Care Unit 601. Punjabi Bhawan. payment of dividend and any other query relating to the shares t Karvy Computershare Private Limited.P. Hyderabad . Dabur India Limited. Village Saily. 10 Rouse Avenue. Mutual Funds.500 032. P. (M. Silvassa – 396240. Rajganj Distt.301 030.). P. Dabur India Limited.O.Dhar (M. Fax: 011-23222051  Chief Compliance Officer t Mr. 223892. IID Centre.) India Tel: 0253. Alwar . 09800008456. Rouse Avenue. V P (Finance) and Company Secretary. Road No. Pithampur . Karvy Selenium Tower B. Village Padua. Dadra & Nagar Haveli ( UT of India) Tel: 0260-2681071/72/73/74. Nashik – 422 010 (M. M .P.S. 10. Katni. Financial District. Mahanvita. Tel: 011-43681700. Gachibowli.2881302 Pithampur 86-A. New Delhi – 110 002. Tel : 07292 . .262317. Rajasthan Tel: 0144 . 2383577 ADDRESS FOR CORRESPONDENCE  For share transfer / dematerialisation of shares. Newai 304020 Distt. Institutions. Fax: 0260 – 2681075 Newai G 50-59. Netaji Subhash Chandra Bose Road. Plot 31-32.4 Mile Stone. Sector-3. P.735135 Tel: 09800008457. Fax: 01438223010 Jalpaiguri Kartowa. Fax: 0144 . 2477 2620.1. NH-12. A K Jain.483442 Tel: 07622 .(0) 9331048165.700103. Tonk (Rajasthan) – 304020 Tel: 01438 -223342.2881542 / 5132101 / 5132102.454774 Distt.26.2383146. West Bengal Tel: 033-2477 2324 . FIIs. Fax: 07292 – 400112 Narendrapur 9. Punjabi Bhawan. . Fax: 0253. NH -7. New Delhi – 110002 Tel: 011-42786000. 09933399800 Nashik D-55. Fax: 011-43681710  For queries of Analysts. 223783. Narendrapur Kolkata . Nanakramguda. Banks and others t Mrs. 2477 2738. Jalpaiguri (West Bengal) . Ambad.2477 2621 Silvassa Unit – I & II Survey No. 297507 Alwar SP-C 162. 2477 2740. Gagan Ahluwalia. 32919827/28. Fax: 033.S. Kheda Industrial Area. Matsya Industrial Area.) . MIDC.6623222.O. 225/4/1.10. 262297 .400046-51. Tel: 011 – 42786000. Fax: 011 – 2322 2051 60 . All significant deficiencies in the design or operation of internal controls. Any fraud. illegal or violate the Company’s code of conduct. Place: Jebel Ali . We have reviewed the financial statements and the cash flow statements of the Company for the year ended March 31. b. Significant changes in internal control over financial reporting during the year. based on our most recent evaluation. which we have become aware of and that involves Management or other employees who have a significant role in the Company’s internal control systems over financial reporting. 3. to the Company’s auditors and through them to the Audit Committee of the Company’s Board of Directors: a. The Company’s other certifying officers and we are responsible for establishing and maintaining internal controls for financial reporting and procedures for the Company. of Dabur India Limited. 2015. 4. applicable laws and regulations. 2. which are fraudulent. 5. wherever applicable. Chief Executive Officer and Lalit Malik. b.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY We. and we have evaluated the effectiveness of the Company’s internal controls and procedures pertaining to financial reporting. c. there are no transactions entered into by the Company. that based on our knowledge and the information provided to us. These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards. Chief Financial Officer. We also certify. To the best of our knowledge and information: a. .UAE Date: May 5. Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements. d. to the best of our knowledge and belief certify that: 1. which we are aware and have taken steps to rectify these deficiencies. The Company’s other certifying officers and we have disclosed. Sunil Duggal. 2015 CERTIFICATION BY CHIEF EXECUTIVE OFFICER OF THE COMPANY I declare that all Board Members and Senior Management have affirmed compliance with the code of conduct for the financial year 2014-15. These statements do not contain any materially untrue statement or omit to state a material fact or contains statement that might be misleading. Place: Jebel Ali . 2015 61 .UAE Date: May 5. Ajay Dua . S Narayan Dr. Anand C Burman Amit Burman Mohit Burman Saket Burman P D Narang Sunil Duggal P N Vijay R C Bhargava Dr.Annual Report 14 -15 ANNEXURE 1 DETAILS OF OTHER DIRECTORSHIPS HELD Name of the Director Dr. Sanjay Kumar Bhattacharyya Falguni Sanjay Nayar 62 . 2 per share of Re.75 per share of Re.00 crores (Previous year Rs.25 per share of Re. inclusive of corporate tax on dividend distribution. if approved by the members.70. Dividend The Company has paid an interim dividend of 125% (Rs. 2015.1/-each) for the financial year 2014-15. Financial Statements Dabur India . Your Directors have pleasure in presenting the 40 th Annual Report on the business and operations of the Company.67%. is at 54. We are pleased to recommend a final dividend of 75% (Re. will be paid to members within the period stipulated by the applicable Companies Act.75 per share of Re. The aggregate dividend for the year will amount to 200% (Rs. The final dividend.1. 2014.1.1/.each) declared last year. Financial Results Financial results are presented in the table below: (` in crores) Particulars Revenue from Operations (including other Income) Less Expenses : Cost of goods sold Employee benefits expenses Finance cost Depreciation Other Expenses Total Expenses Profit before exceptional and extraordinary items and tax Exceptional items Profit before extraordinary items and tax Extraordinary items Profit before tax Tax expense Profit for the year from continuing operations Minority interest Profit after minority interest The Company proposes to transfer an amount of Rs.80.1/each) as against 175% (Rs.Corporate Overview Board & Management Reports Limited Directors’ Report To. The Members.00 crores) to general reserves. together with the audited accounts for the financial year ended March 31.0. The dividend payout ratio for the current year.1/-each) on September 25. 2014 of the said Act. can approach the Company for release of the unpaid dividend. 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 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 the application of best management practices. It is also available at the Company`s website at www. Statement of Profit & Loss. Strong governance practices of the Company have been rewarded in terms of improved share valuations. interim dividend (II) for the financial year 2006-07 amounting to Rs. amounting to Rs. etc. Full version of the Annual Report 2014-15 containing complete Balance Sheet. stocks. final dividend for the year 2006-07 pertaining to erstwhile Femcare Pharma Limited (FEM). which remained unpaid or unclaimed for a period of 7 years. including Consolidated Financial Statements. including Consolidated Financial Statements.2341419/. environmental protection. Directors’ Report (including Management Discussion and Analysis. Further.which remained unpaid or unclaimed for a period of 7 years. free of cost. A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance. has been transferred by the Company to the Investors Education and Protection Fund (IEPF) of the Central Government. as a member of the Company. The due dates for transfer of unpaid dividend to IEPF for subsequent years is given in the Corporate Governance Report. Abridged Financial Statements In accordance with the listing agreement with Stock Exchanges and Section 136 of the Companies Act. as one of the Best Governed Companies of India.Pursuant to the provisions of Section 205A (5) of the Companies Act.com. 1956. Operations and Business Performance Kindly refer to Management Discussion & Analysis and Corporate Governance Report which forms part of this report. 5329027/. During the FY 2014-15. as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges. These have helped Dabur to pay uninterrupted dividends to its shareholders. Corporate Governance Corporate Governance is the system by which corporate entities are directed and controlled. the full Annual Report 201415.. certified Dabur India Ltd. other statements and notes thereto. in its ceremony for National award for excellence in Corporate Governance. the Institute of Company Secretaries of India (ICSI). 2013 read with Rule 10 of the Companies (Accounts) Rules. upon receipt of written request from you.192094/-has also been transferred by the Company to IEPF. compliance of law. for the financial year 2014-15. The list of unpaid dividend upto the financial year 2013-14 is available on Company`s website www. 63 Annual Report 14 -15 Please note that you will be entitled to be furnished. improved market capitalization. 2013. prepared as per the requirements of Schedule III to the Companies Act.and interim dividend for the year 2007-08 amounting to Rs. the Company has voluntarily adopted various practices of governance confirming to highest ethical and responsible standard of business. 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). the Abridged Annual Report containing salient features of the Financial Statements.com. is attached as `Annexure 1` and forms part of this report. Besides complying with the prescribed Corporate Governance practices as per Clause 49 of the Listing Agreement in terms of revised dispensation.dabur. globally benchmarked. stakeholder`s confidence. dabur. now merged with the Company. Corporate Governance Report and Business Responsibility Report) are being sent via email to all shareholders who have provided their email address(es). adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for the sustainable development of all stakeholders. high credit ratings and bagging of various awards for brands. It provides the structure through which the company’s objectives are set and provides the means of attaining those objectives and monitoring performance. 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. Business Responsibility Report At Dabur. a copy of which will be available on the Company`s website www.com. For Business Responsibility Report as stipulated under Clause 55 of the Listing Agreement with the Stock Exchanges. . Environmental and Economic Responsibilities of Business. September 8. 2011` is provided in the Business Responsibility Report. 2013. 2013. shall retire every year and. The rating indicates highest degree of safety regarding timely servicing of financial obligation. Directors During the year. of the Companies Act. The Company`s short term credit rated as A1+ by CRISIL. Saket Burman. The highest credit rating of AAA awarded by CRISIL reflects the highest degree of safety regarding timely servicing of financial obligations. 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. Directors will retire by rotation at the ensuing AGM.dabur. Social and Governance Responsibility is an integral part of the way the Company conducts its business. is attached in the Corporate Governance Report and forms part of this Report. The rating indicates highest degree of safety regarding timely servicing of financial obligation. offer themselves for re-appointment at every AGM. This rating indicates a very strong degree of safety with regard to timely payment of interest & principal. Further ICRA has reaffirmed the rating on NCD programme of the Company as AAA (stable). Further CRISIL has reaffirmed the rating of NCD programme of the Company as AAA (stable). The rated instrument carries lowest credit risk and the outlook on the rating is stable. Mr. Mr. Consequently. onethird of such of the Directors as are liable to retire by rotation.f. offer themselves for re-appointment in accordance with the provisions of the Companies Act. 152 and other applicable provisions.Certificate of the CEO/CFO. Pursuant to Sections 149. has also been reaffirmed. Amit Burman and Mr. A detailed information on the initiatives of the Company as enunciated in the ‘National Voluntary Guidelines on Social. if eligible. 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. Such instrument carry lowest credit risk. w. kindly refer to Business Responsibility Report section which forms part of the Annual Report. compliance with Company`s Code of Conduct. if any. The rated instrument carries lowest credit risk. confirming the correctness of the financial statements. 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. and being eligible. inter-alia.e. 2014. fulfilment of Environmental. 2013 the Board of Directors of the Company had 64 on 28th July. 2014 appointed a Women Director Mrs.Pursuant to Section 149(1) of the Companies Act. Falguni Sanjay Nayar as Additional Director in the category of Non-Executive . Committee Memberships/ Chairmanships. The Directors recommend their appointment/reappointment at the ensuing AGM. are furnished in the explanatory statement to the notice of the ensuing AGM. offer herself for re-appointment. 2013. Mrs. with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act. Nayar shall hold office upto the date of the ensuing AGM of the Company and.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited Independent Director. Sunil Duggal: Chief Executive officer and Whole Time Director Mr. Key Managerial Personnel The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies 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). 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. P D Narang: Whole Time Director Mr. 2014 upto the conclusion of AGM of the Company to be held in the calendar year 2019 or 27 th July. 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. 2013 read with Schedule IV attached thereto and Rules made there under. independence . 2015 has recommended to re-appoint Mrs. positive attributes. Falguni Sanjay Nayar as Non-Executive Independent Director within the meaning of Section 149 and 152 of the Companies Act. Policy on Directors appointment Policy on remuneration and Pursuant to the requirement under Section 134(3) (e) and Section 178(3) of the Companies Act.. The Board of Directors in their meeting held on 5th May. 28 th July. 2013 are as follows: Mr. not subject to retirement by rotation. their shareholding etc. for a term of 5 (five) consecutive years commencing from the date of her appointment as an Additional Director in the Company i. 2019 whichever is earlier. Pursuant to the provisions under Section 134(3)(d) of the Companies Act.e. being eligible. 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. the policy on appointment of Board members including criteria for determining qualifications. 2013. such as. The performance evaluation of all the Independent Directors have been done by the entire Board. The Directors expressed their satisfaction with the evaluation process. 12698917 options were exercised by the employees after vesting. Employees Stock Option Plan During the year. in consultation with its Nomination & Remuneration Committee. excluding the Director being evaluated. On the basis of performance evaluation done by the Board. A structured questionnaire has been prepared. That in the preparation of the Annual Accounts. its Committees and Individual Directors. 112531 equity shares on August 12. inter-alia. Directors’ Responsibility Statement Pursuant to the provisions under Section 134(5) of the Companies Act. 2013. . 2014 against the options exercised by the employees. has formulated a framework containing. 2014 and 150676 equity shares on November 20. etc. the criteria for performance evaluation of the entire Board of the Company. its Committees and Individual Directors Pursuant to applicable provisions of the Companies Act. for evaluation of Individual Director’s performance. 2014. The Nomination and Remuneration Committee has also carried out evaluation of every Director`s performance. 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. including Independent Directors. Similarly. 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. the Directors confirm: a. 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. 2014 is attached as ‘Annexure 4B’ which forms part of this report. adequacy of the constitution and composition of 65 Annual Report 14 -15 the Board and its Committees. regulatory compliances and Corporate Governance. in the Corporate Governance Report. covering various aspects of the functioning of the Board and its Committee. Board members had submitted their response on a scale of 5 (excellent) – 1 (poor) for evaluating the entire Board. Number of Meetings of the Board During the Financial Year 2014-15. Accordingly. the Company has made the allotment of 12435710 equity shares on May 30. KMP and other employees is attached as `Annexure 2 & 3` respectively. inter-alia. matters addressed in the Board and Committee meetings. etc. processes followed at the meeting. obligations. Performance Evaluation of the Board. it shall be determined whether to extend or continue their term of appointment. For details thereof kindly refer to the section `Board of DirectorsNumber of Board Meetings`. whenever the respective term expires. the Board. Board`s focus. Particulars of remuneration of Directors/ KMP/ Employees In terms of the provisions of Section 197(12) of the Companies Act. During the year. 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 applicable Accounting Standards have been followed and no material departures have been made from the same. the questionnaire covers various aspects like his/ her profile. 2013 and the Listing Agreement with Stock Exchanges. which forms part of this report. 5 (five) number of Board meetings were held. The applicable disclosures as stipulated under the SEBI Regulations as on March 31. regulatory compliances and governance. 2015 with regard to Employees Stock Option Plan are provided in ‘Annexure 5’ to this report. 2014. respective Committees of which they are members and of their peer Board members.of a Director and the policy on remuneration of Directors. execution and performance of specific duties. with respect to Directors’ Responsibility Statement. 11163200 options in 3 tranches were granted to eligible employees of the Company in terms of Employees Stock Option Plan (Dabur ESOP 2000). 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. contribution in Board and Committee meetings. 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. would be within the limits laid down by the Act. 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. : 011- . shall be as per the term provided under the Act. Pearls Business Park. No. That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act.. 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. adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. d. and f. that they are not disqualified for such reappointment 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. Further. 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. 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. inter-alia. New Delhi – 110088. and made judgements and estimates that are reasonable and prudent. Basu & Co. the Company has received certificate dated April 3. Chartered Accountants. that their re-appointment. reservation. That they had selected such accounting policies and applied them consistently. 2015 from the Auditors to the effect. the notes to accounts referred to in the Auditor`s Report are self-explanatory. There are no observations (including any qualification. 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. if made. Cost Auditors and their Report M/s Ramanath Iyer & Company. Netaji Subash Place. Statutory Auditors of the Company. 2013. e. c. Tel. The Auditors have vide their letter dated April 22. Full particulars of the Cost Auditors are as under: M/s Ramanath Iyer & Company 808. 2013 and relevant Rules prescribed there under. Cost Accountants. Pursuant to Section 141 of the Companies Act. Pitampura.b. for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. Statutory Auditors and their Report M/s G. That they had prepared the annual accounts on a going concern basis. Email ID: Info@ ramanathiyer.45655448.com. 000019) 66 . (Firm`s Membership No. this Annual Report also includes Consolidated Financial Statements for the financial year 201415. The Cost Audit Report for the financial year 201415.7985. including adherence to company’s policies. Consolidated Financial Statements In compliance with the applicable provisions of Companies Act. The due date for filing the said Report with MCA was September 27. 2014.3 is attached as `Annexure 6` and forms part of this report. the accuracy and completeness of the accounting records. 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. were appointed as Secretarial Auditors of the Company for the financial year 2014-15 pursuant to Section 204 of the Companies Act. 2014. in respect of the various products prescribed under Cost Audit Rules was filed with the Ministry of Corporate Affairs (MCA) on September 17. Consolidated Turnover grew by 10.91 crores as compared to Rs. The Company has a well placed. Cost Auditors. proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised. Internal Financial Control System According to Section 134(5)(e) of the Companies Act. Company Secretaries.85% to Rs. Net Profit after Tax and after Minority Interest for the year at Rs.92 crores in the previous year. recorded and reported correctly.1065. the safeguarding of its assets. and the timely preparation of reliable financial information. 2013 including the Accounting Standard 21 on Consolidated Financial Statements. 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 respect of the various products prescribed under relevant Cost Audit Rules shall be filed as per the requirements of applicable laws. the prevention and detection of frauds and errors.25 crores as compared to Rs.151. 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. issued by M/s Ramanath Iyer & Company. 2013.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited The Cost Audit Report for the financial year 201314. Secretarial Auditors and their Report M/s Chandrasekaran Associates. The Secretarial Audit Report submitted by them in the prescribed form MR.83 crores is higher by Rs. 913.7203.37 crores in the previous year. DOA is reviewed periodically by the management and compliance of DOA is regularly checked and monitored by the auditors. Any amendment is regularly updated by internal as well as external agencies in the system. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. the Internal Auditors and various transaction auditors. LLP. 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 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. The manuals are updated and validated periodically.  Approval of all transactions is ensured through a pre-approved Delegation of Authority (DOA) Schedule which is in-built into the SAP system. 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.  The Company follows a robust 2-tier internal audit process: i Tier-1: Management/ Strategic/ Proprietary audits are conducted on a regular basis throughout the year as per agreed audit plan. is seriously taken by the management and corrective actions are taken immediately. if any. 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. 67  All operations are executed through Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. supplemented by internal audit checks from Price Waterhouse Coopers Private Limited/ Price Waterhouse & Co.. This process is fully automated and generate alerts for proper and timely compliance. i Tier-2: Transaction audits are conducted regularly in India and abroad to ensure accuracy of financial . Non-compliance.To ensure effective Internal Financial Controls the Company has laid down the following measures: in-house Internal Audit Division.  All legal and statutory compliances are ensured on a monthly basis for all locations in India through a fully automated tool called “e-nforce”. Rule 8(5)(viii) of Companies (Accounts) Rules. Fi x e d A s s e t v e ri fi c a ti o n o f a s s .Annual Report 14 -15 r e p o rt i n g . s a f e g u a r d a n d p r o t e c ti o n o f a ll t h e a s s e t s. S t o c k a u d it is c o n d u c t e d o n q u a rt e rl y b a si s a t a ll l o c a ti o n s i n I n d i a . i Th e au dit re po rts for th e ab ov e au dit s ar e co m pil ed an d su b mi tt ed to M an ag e m en t Co m mi tt ee an d au dit Co m mi tt ee for re vi e w an d ne ce ss ar y ac .e t s i n I n d i a is d o n e o n a n a n n u a l b a si s i n cl u d i n g A S 2 8 t e s ti n g a t a ll l o c a ti o n s.  Th e Co m pa ny ’s bo ok s of ac co un ts ar e m ai nt ai ne d in SA P an d tr an sa cti on s ar e ex ec ut ed th ro ug h SA P (E RP ) se tu ps to en su re co rr ec tn es s/ eff ec tiv en es s of all tra ns ac tio ns .  Th e Co m pa ny ha s a co m pr eh en siv e ris k m an ag e m en t fra m e w . int eg rit y an d rel ia bil ity of re po rti ng .tio n. Th e bu dg et s ar e re vi ew ed on a m on thl y ba sis so as  Da bu r ha s in pl ac e a w ell de fin ed W hi stl e Bl o w er Po lic y/ Vi gil M ec ha . or k.to an aly ze th e pe rfo rm an ce an d ta ke co rre cti ve ac tio n. wh er ev er re qu ire d.  Da bu r ha sa ro bu st m ec ha nis m of bu ildi ng bu dg et s at an int eg rat ed cr os sfu nc tio na l le ve l. Sp eci ali ze d iss ue s lik e in ve st m en ts. FO RE X ar e dis cu ss ed in th . All de pa rt m en tal he ad s dis cu ss th eir bu sin es s iss ue s an d fut ur e pl an s in m on thl y re vi ew m ee tin gs. pr op ert y.  Da bu r ha sa sy st e m of Int er na l Bu sin es s Re vi ew s. Th ey re vie w th eir ac hi ev e m en ts in qu art erl y re vie w m ee tin gs.ni s m. Deve lopm ent and impl eme ntati on of Risk Mana gem ent Dabur has in place compr ehensi ve risk assess ment and minimi zation proced ures.eir re sp ec tiv e Int er na l Co m mi tte e m ee tin gs.   Co m pli an ce of se cr et ari al fu nc tio ns is en su re d by w ay of se cr et ari al au dit . Co m pli an ce rel ati ng to co st re co rd s of th e co m pa ny is en su re d by w ay of co st au dit . During the year. which are review ed by the Board periodi cally. as per . reviewi ng and monito ring the same on regular basis. to update Risk Regist er on quarte rly basis. to report critical risks to Audit Commi ttee in detail on yearly basis and such other functio ns as may be prescri bed by the Board. 2014 with respon sibility of prepar ation of Risk Manag ement Plan. a Risk Manag ement Commi ttee was constit uted by the Board of Direct ors on July 9. The Comm ittee holds quarte rly meeti ngs to review the critical risks identi fied. to report key chang es in critical risks to the Board on an ongoin g basis. to identif y and review critical risks on regular basis. The risks faced by the Comp any and their minimi zation proce dures .the require ments of Listing Agree ment with the Stock Excha nges. The Risk Regist er of the Compa ny is also audite d by Interna l Audito rs of the Compa ny. The two joint Chief Risk Officer s (CROs) . Mediu m and Low risks.are assess ed categ oricall y under the broad heads of High. the Compa ny identifi es risks. and control system s are institut ed to ensure that the risks in each busine ss proces s are mitigat ed. Further . The Board provid es oversi ght and review s the Risk Manag ement Policy on a quarte rly basis. . Natu re of busi ness There has been no chang e in the nature of busine ss of the Comp any. which consist s of variou s functio nal heads. Howev er. the manuf acturing arm of Dabur Interna tional Ltd. In the opinio n of the Board there has been no identi ficatio n of eleme nts of risk that may threat en the existe nce of the Comp any. updat es regard ing new projec ts undert aken by the subsid iary compa nies are as under: Nature lle LLC locate d at Ras al Khaim ah (RAK).are respon sible for the overall risk govern ance in the Compa ny and reports directl y to the Manag ement Commi ttee (MANC OM). Hair Serum s.000 MT to 44. In additio n. and the second produc tion facility has been made operati onal with produc tion of Hair Oils.enhan ced its RAK plant’s capaci ty from 42. New manufacturi ng and packin g faciliti es were set up for Fem hair remov al cream s and Namas te produc ts. m. Furthe r updat es regard ing operat ional perfor mance and projec ts undert aken by the subsid iary compa nies can be referre d in the report on perfor mance and financi al positio n of . new packin g lines for cream s and hair oils were install ed and commi ssione d. The infrast ructur e expan ded in RAK during the year by increa sing wareh ouse space by 10. Herbol ene and Hair Remov al Cream.000 sq.500 MT per annum . f. 2014 owing to its liquidat ion on the said date. 2013 and Accoun ting Standa rd.subsid iaries prese nted elsew here in this report. Pursua nt to Section 129(3) of the Compa nies Act.e.21 issued by the Institut e of Charter ed Accoun tants of India. Subs idiari es During the year a wholly owned step down subsidi ary compa ny– Dabur Egypt Trading Limited has ceased to be subsidi ary compa ny w. a separa te state ment contai ning the salient featur es of the financi al state ments of subsid iaries of the Comp any in the prescri bed form AOC-1 has been disclos ed in the . 29th May. Furthe r. Consoli dated Financi al Statem ents present ed by the Compa ny include the Financi al Statem ents of its Subsidi aries. the Comp any shall place separa te audite d accou nts of the Subsid iary Comp anies on its websit e at www.c om. 2013. These docum ents shall also be availa ble for inspec tion at the regist ered office of the Comp any during busine ss hours up to the date of ensuin g AGM.d abur. Repo rt on the perfo .Consol idated Financ ial State ments . In terms of provisi ons of Sectio n 136 of the Comp anies Act. 68 Corpo rate Overvi ew Board & Manag ement Reports The Comp any will make availa ble physic al copies of these docum ents upon reques t by any shareh older of the Comp any/ subsid iary intere sted in obtain ing the same. Pursua nt to Sectio n 134 of the Comp anies Act. Assoc iates and Joint Vent ure comp anies idated Financ ial State ments is attach ed as `Anne xure 7` which forms part of this report. Tech nolo gy Abso rptio n. 2013 and Rule 8(1) of the Comp anies (Accou nts) Rules. Forei gn Exch ange Earni ngs and Outg o . Cons ervat ion of Ener gy. associ ates and joint ventur e compa nies includ ed in the consol this Inform ation in respect can also be referre d in form AOC-1 which has been disclos ed in the Consoli dated Financi al Statem ents.rman ce and finan cial positi on of Subsi diarie s. 2014 the report on perfor mance and financi al positio n of subsid iaries. 2014 the details of Conse rvatio n of Energ y.Pursua nt to provisi ons of Sectio n 134 of the Comp anies Act. 2013 read with Rule 8(3) of the Comp anies (Accou nts) Rules. Foreig n Excha nge Earnin gs and Outgo are attach ed as `Anne xure 8` which forms part of this report. Healt h and Safet y (EHS ) Revi ew Detail s with respec t to Enviro nment al. Techn ology Absor ption. Envir onm ental . Detai ls of polic y devel oped and impl eme nted on Corp orate Socia l Resp onsib ilitie s (CSR ) initia tives The Comp any has in place a CSR policy in line with Sched ule VII of the . Health and Safety (EHS) review are attach ed as `Anne xure 9` which forms part of this report. Pr o m oti ng He alt h ca re in cl ud in g pr ev en tiv e he alt h ca re. but also in other geogr aphies based on the needs of the comm unities . po ve rty an d m al nu tri tio n. 2. 3. As per the policy the CSR activiti es are focuse d not just aroun d the plants and offices of the Comp any. 2013. E m pl oy m en t an d liv eli ho od en ha nc in g . 4. En su rin g en vir on m en tal su st ai na bil ity . Er ad ic ati ng hu ng er.Comp anies Act. The four focus areas where specia l Comm unity Devel opme nt progra mmes are run are: 1. F i n a n c i a l S t a t e m e n t s D a b u r I n d i a L i m i t e d Chan ge in Capit al Struc ture and Listi ng of Shar es The Compa ny’s shares are listed on the Nation al Stock Excha nge of India Limite d .vo ca tio na l ski lls an d pr oj ec ts. The annual report on CSR activiti es is furnish ed in `Anne xure 10` which forms part of this report.d abur. Apart from this the Compa ny also releas es a detaile d Busine ss Respo nsibilit y Report which shall be availab le on its websit e www.c om. Bomba y Stock Excha nge Limite d (BSE) and Metrop olitan Stock Excha nge of India Limite d (mSXI) (Forme rly known as MCX Stock Excha nge Ltd. 20 14 . i 15 06 76 eq uit . 20 14 . Equity shares allotte d agains t the option s exerci sed by emplo yees pursu ant to Emplo yees Stock Option Sche me of the Comp any are: i 12 43 57 10 eq uit y sh ar es all ot te d on M ay 30 .) and are activel y traded . i 11 25 31 eq uit y sh ar es all ot te d on Au gu st 12 .(NSE). BSE and mSXI. In the year under review followi ng shares were allotte d and admitt ed for tradin g in NSE. y sh ar es all ot te d on No ve m be r 20 , 20 14 . After the close of the financi al year 201415, 30818 0 equity shares have been allotte d on April 10, 2014 agains t option s exerci sed by emplo yees pursu ant to Emplo yees Stock Option Sche me of the Comp any. Extra ct of Annu al Retu rn The extrac t of Annua l Return as on March 31, 2015 in the prescr ibed Form No. MGT9, pursu ant to Sectio n 92(3) of the Comp anies Act, 2013 and Rule 12 (1) of the Comp anies (Mana geme nt and Admin istrati on) Rules, 2014 is attach ed herewi th as `Anne xure 11` and forms part of this Report . Parti cular s of Loan s, Guar ante es or Inves tmen ts unde r Secti on 186 of the Com pani es Act, 2013 Pursu ant to Sectio n 134(3) (g) of the Comp anies Act, 2013 partic ulars of loans, guara ntees or invest ments under Sectio n 186 of the Act as at end of the Financ ial Year 201415 are attach ed as `Anne xure 12` which forms part of this report. Cont racts or arra nge ment s with Relat ed Parti es unde r Secti on 188( 1) of the Com pani es Act, 2013 With refere nce to Sectio n 134(3) (h) of the Comp anies Act, 2013, all contra cts and arrang ement s with relate d partie s under Sectio n 188(1) of the Act, entere d by the Comp any during the financi al year, were in the ordina ry course of busine ss and on an arm’s length basis. During the year, the Comp any had not entere d into any contra ct or arrang ement with relate d partie s which could be 69 consid ered ‘mater ial’ accord ing to the policy of the Comp any on Materi ality of Relate d Party Transa ctions. Your attenti on is drawn to the Relate d Party disclo sures set out in Note no. 51 of the Stand alone Financ ial State ments . Annual Report 14 -15 Discl osur e on Audit Com mitte e The Audit Comm ittee as on March 31, 2015 compr ises of the followi ng Indep enden t Direct ors: Mr. P N Vijay (Chair man), Mr. R C Bharg ava, Dr. S. Naray an, Dr. Ajay Dua and Mr. S K Bhatta charyy a as memb ers. Furthe r, all recom mend ations of Audit Comm ittee were accept ed by the Board of Direct ors. Discl osur e on Vigil Mech anis m The Comp any has establi shed a vigil mecha nism throug h which Direct ors, emplo yees and busine ss associ ates may report unethi cal behavi or, malpr actice s, wrong ful condu ct, fraud, violati on of Comp any’s code of condu ct withou t fear of repris al. The Comp any has set up a Direct Touch initiati ve, under which all Direct ors, emplo yees, busine ss associ ates have direct access to the Chair man of the Audit Comm ittee, and also to a threememb er direct touch team establi shed for this purpo se. The direct touch team compr ises one senior woma n memb er so that wome n emplo yees of the Comp any feel free and secure while lodgin g their compl aints under the policy. Furthe r inform ation on the subjec t can be referre d to in sectio n `Discl osures ` Whistl eBlowe r Policy / Vigil Mecha nism of the Corpor ate Gover nance Report . Discl osur e on Depo sit unde r Chap ter V The Comp any has neithe r accept ed nor renew ed any deposi ts during the Financ ial Year 201415 in terms of Chapt er V of the Comp anies Act, 2013. Signi ficant and mater ial order s passe d by the regul ators or court s or tribu nals impac ting the going conce rns statu s and comp any`s opera tions in futur e The Comp any has not receiv ed any signifi cant or materi al orders passe d by any Regul atory Author ity, Court or Tribun al which shall impac t the going concer n status and Comp any`s operat ions in future. Indu strial Relat ions The Comp any maint ained health y, cordial and harmo nious indust rial relatio ns at all levels. The enthu siasm and unstin ting efforts of Emplo yees have enable d the Comp any to remai n at the leader ship positio n in the indust ry. It has taken variou s steps to impro ve produ ctivity across organi zation. Ackn owle dge ment s Your Direct ors place on record their gratitu de to the Centra l Gover nment , State Gover nment s and Comp any’s Banke rs for the assist ance, cooperat ion and encou ragem ent they exten ded to the Comp any. Your Direct ors also wish to place on record their sincer e thanks and appre ciation for the contin uing suppo rt and unstin ting efforts of invest ors, vendo rs, dealer s, busine ss associ ates and emplo yees in ensuri ng an excell ent all aroun d operat ional perfor mance . Place: Jebel Ali - UAE Date: May 5, 2015 03. 2015.2015 no investor complaint is pending against the company as per the records maintained by the Stakeholders Relationship Committee. We state that all investor grievances were redressed within 30 days of lodgement of grievance and as on 31. nor the efficiency or effectiveness with which the Management has conducted the affairs of the company. We further state that such compliance is neither an assurance as to the future viability of the company. In our opinion. 2015 Policy on appointment of Board Members Constitution & Size Members t $IBJSNBO t 'BNJMZOPNJOFF T t t &YFDVUJWFNFNCFST *OEFQFOEFOUNFNCFST Profile t #PBSETIPVMEJEFBMMZDPNQSJTFPGNFNCFST t PGNFNCFSTTIPVMECFJOEFQFOEFOU . adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. as stipulated in Clause 49 of the Listing Agreement of the said company with the Stock Exchanges. The compliance of conditions of Corporate Governance is the responsibility of the management. for the year ended March 31.UAE Date: 5th May. The Members of Dabur India Limited. It is neither an audit nor an expression of opinion on the Financial Statements of the company. We have examined the Compliance of conditions of Corporate Governance by Dabur India Limited. we certify that the company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. and to the best of our information and according to the explanations given to us. Our examination is limited to procedures. Place: Jebel Ali .Corporate Overview Board & Management Reports Financial Statements Dabur India Limited Annexure 1 Auditor’s Report on Corporate Governance To. and implementation thereof. Strategy/Business Leadership 2. Should neither be nor have been a Promoter of the Company or its holding. Criteria for Determining Independence of a Director 1. Sales and Marketing experience 4. 2. Finance 6. subsidiary or associate company. Apart from receiving sitting fees. its holding. or their Promoters. or Directors. should have or had no pecuniary relationship with the Company. None of his/her relatives should have or had any pecuniary relationship or transaction with the Other Directors could be based on company’s Company. whichever is lower. t . during the two immediately preceding financial years or during the current financial year. its holding. or Directors. Ayurvedic specialist (till Ayurvedic Specialities Business is part of FMCG business) 3. Corporate Strategy Consultant 3. 5. its holding. during the two immediately Board Diversity preceding financial years or during the current year. 4. subsidiary or associate company. Should not be related to Promoters or Directors in the Company. or their Promoters. t t Board member should be selected preferably from all the key skill areas defined earlier. Corporate law 71 Annual Report 14 -15 Key Skill Area/ Qualification 5. t There should not be concentration of Boardfinancial members based on a particular skill profile.Skill profile of independent Board members (multiple skills could be combined in one individual) Key Skill Area/ Qualification 1.OPXMFEHFPGFYQPSUNBSLFUTUIBU%BCVSJTGPDVTJOHPO amounting to two percent or more of its gross turnover or total income or fifty lakh rupees or t $PNNPEJUZQSPDVSFNFOUFYQFSU such higher amount as may be prescribed. Gender diversity : Board should have atleast one Women Director. Should be a person of integrity and possesses relevent expertise and experience. subsidiary or associate company. Trade Policy & Economics 7. Should be a person other than a Managing Director or Whole Time Director or Nominee Director. . subsidiary or associate priority at a particular time: company. 6. Administration & Government Relations 8. Directors or its holding. . subsidiary 72 or associate company or that holds two percent or more of the total voting power of the company. – is a Chief Executive or Director. Shall possess such other qualifications as may be prescribed. 8. 10. service provider.Shall not serve as Independent Director in – more than 7 listed companies. subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm. Should not be less than 21 years of age. subsidiary or associate company. by whatever name called of any Non-Profit Organization that receives twenty-five percent or more of its receipts from the company. – holds together with his relatives two percent or more of the total voting power of the company. or customer or a lessor or lessee of the company. or t BOZ MFHBM PS B DPOTVMUJOH öSN UIBU IBT PS IBE BOZ transaction with the company. any of its Promoters. – is a material supplier.or Cost Auditors of the company or its holding. its holding. 9. – more than 3 listed companies (if serving as a Whole Time Director in any listed company). Policy: Remuneration Design and mix a. Is responsive to specific market pressures in terms of getting key talent from the market. Utilizes measures that are strategically focused. Provides salary management guidelines so that decisions are made with confidence. 2. easily . of our 4. Pay mix is designed to reflect the performance and is aligned to the long term interest of the shareholders. Long term Incentive Plans in form of performance based ESOP: Enable us to attract and retain key talent and create a process to effectively reward key talent for their contributions to the long term success of the Company 1.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited Annexure 3 Remuneration Policy sustenance creation. 2. simple frequent tools to c. Is competitive with leading companies where we recruit for talent. Is flexible and supportive organization’s growth. Objective: We design our Remuneration Policy to attract. by and clear. 3. integrity. 5. Is supported communication administer. KMP and other employees who are the drivers of organization success and helps us to run the company successfully and to retain our industry competitiveness. Total fixed Pay: Enable us to attract. A significant portion of the key talent compensation delivered through restricted ESOP Plans with retention expectations in place to ensure alignment of the executive interest with those of shareholders. b. motivate and retain the Directors. Utilizes Company. 2. and speed. 1. and supported by our systems. 2. Reinforces roles and accountabilities. Utilizes Company and business unit/department based metrics which are necessary for long term business and share holder wealth 3. clear. Short term Incentive Plans (one year): Create a process to effectively reward people for their contributions to the success of the Company in the short term 1. business unit/department and individual-based metrics based on the principle of line of sight and impact. retain and develop the talent we need to succeed 1. Remuneration Directors: to 1. Remuneration Benchmark studies 2. Be competitive with companies of our size and where we compete for talent. Talent attrition studies 4. Provide benefits. 4. To create more employee touch points and recognition on formal and informal basis. 2. Reinforces individual and teams behavior that makes us more competitive. services. Benchmarking with Best Industry Practices 5. Recognition: Utilize effective practices that are supported by innovative programs that reinforce our desired culture and make us a special place to work f. Provides suitable rewards to the performer.4. efficient. or events that will make us distinctive in the marketplace and consistent with our culture and values. 3. 1. g. Sitting Fee as approved by Board. Benefits: Provide programs that meet people’s needs and are cost effective and utilize innovative programs that make us distinctive as an organization 3. Provide benefits that are cost effective from both an individual and a company perspective. e. Annual Performance Linked Enhancement that recognizes the performance of the resource keeping in view the achievement of organizational goals & Departmental goals. d. 1. Utilize a variety of programs. 5. Travel Cost & other out of pocket expenses for attending the Board & Committee Meetings. consistent with our strategy. and important to our customers. Helps to make our pay competitive with leading companies where we recruit for talent. and activities that keep the process exciting. and reinforce our culture. Participation in various Forums 73 Independent . 2. events. 3. Provide benefits that are truly meaningful to people. supported by highly effective communication and easy administrative support. Tools for an effective Remuneration Policy implementation: 1. Compilation of Live data while recruiting talent 3. 2. No Stock options. General Manager . C. 11/28/2001. 10. Ahluwalia Gagan. General Manager . Chief Financial Officer. 15.Supply Chain. Vice President .G.. 21.C. Pepsi Foods Limited. Jain Ashok Kumar. Head Product Development (Personal Care). A. 43. 49. Pepsi Foods Ltd. 6/16/1997.Sc.. Agarwal K Atul. Vice President .B. P. 18.E. Area Sales Manager. 11.Consumer Care Business.(H).Corporate HR. Angelo Geoge. M..Engg.. Chutani Krishan Kumar. B. All India Sales Operations Manager. Senior Executive Director .A. 3/3/2008. M..E. 28.M. Executive Director . Vice President . General Manager .H. 26. 30. Executive Director . Garg Devendra (*). Product Manager . ITC Limited. Executive Director . Experience (in Yrs).S. 8603816. B.Annual Report 14 -15 Annexure 4A Statement of particulars of employees pursuant to the provisions of Section 197(12) of the Companies Act.. 2. 5/3/1994. 46.. 48. 29. 52. Qualifications. 23.Sales. General Manager . Ranbaxy Laboratories Limited. 52. M. M. I. 7/1/2007. P.Com. Particulars of last employment 1. General Manager . Whirlpool of India Limited. M.L. 34.. 13. 9/1/1998.. A.. 12579516. C.. Vice President . 10726013. 6715249.Finance. M.. Amtrex Ambience Limited. 6138914.B. Gupta Devender. 6536869. 16360411. B. 6642338.B.Marketing. 14. EID Parry (India) Ltd.Tech.. 6341041. B. Senior Manager Merchant Banking. 51. Senior Executive Director . 10287385.C..Sc.M.D.. 51. 2015 Name. 8/17/1999.B. 42. 16.. General Manager Marketing. 12/1/2006.HR & IR. 27. 7/10/1995. John A Rajeev. Assistant Vice President . Sales Operation Manager.A. Age (in Yrs). 2014 for the year ended 31st March. 48. Chief Executive Officer.W.M. M.M. D. 12/3/1993. 26. Dabur Finance Limited.Sc..M.A..HR. Magima Jude. Malik Lalit .. Dabur Pharma Limited. Gupta Arun.D.B. 20547083. C..Corporate Affairs. B.A.A. 2/25/2002. M. Marketing Executive. 18. 22. B. Works Manager. Dabur Finance Limited.Sales & Marketing. Vice President . 8. HR Head (Corporate). C. 5. 19.Human Resources.). L. 2/10/2003.Balsara Home Products Limited..A.. B. C. 9.W. Manager .. Banerjee Rana.G. Jhamb Dinesh Kumar(*). 50. B.(Eco).Sc.R & D (HPC & Foods). B.Regional Demand Planning.Finance and Company Secretary.A. Ltd.Com(Hons). Trikaya Grey Advertising 7.Sc. 5/7/2012. 12034807. M.E. B. Marico Industries Limited.. General Manager . 11134423. 4. 17. M. 28.B.. 11/19/2012. Designation. 27.Manufacturing.Sales . B.B. Com. 74487432. 51. Linhares Jude. P.Finance . 3. 43. 10962652. 14044289. 31. B.A. B.. C..A.M.A. 58. 29. Date of Appointment. Johnson Matthey Chemicals India Pvt.. 7790684.Materials.A.(H). 48. 25.G.Sc. B. Remuneration (in Rs. General Manager . 18. Marico Industries Limited. M. 52. Chief Financial Officer. B.A..Sales. Senior General Manager .D.. Director ..I.Operations. Ganguly Partho. Jaipuriar Praveen.. P.A. 4/22/2004. 5/20/1995. 6/1/2007.. 5871810.D. 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. Ph. Duggal Sunil. Achar Sudhir..S. 3/1/1997. 12.E.D. 6.D.Com. Krishnan V. 28.G..B. 6483743. Gillette India Limited.Com.Sc.P. P.M. 51.. 4/3/2006.G..A.B. 17. 45.Consumer Care Business. Senior General Manager . 53. Account Manager.Corporate Affairs. B.B. A. leave encashment.E. 6652848. 48.. 6385919. B. P. 25. Gross remuneration shown above is subject to tax and comprises salary including arrears. & Capability Building. UniPepsi Bottlers Limited.B. 9986732. F.W. 9/17/2001. Mishra Kumar Mukesh. 9/16/1991. Owens Brockway Notes 1. 19. leave travel benefits. 23..Enterprise Business.provident fund. Shreevardhan. Moser Bear India Limited. 19. 52.I..M. Chief Financial Officer. Business Head . Senior Executive Director Human Resources. Chief Marketing Officer. 19.. P. Sinha Subodh. General Manager Projects. Tech. 39. B.D. 32.Corporate Affairs. M. 43.Com. Paul E Prakash. 53. Sunil Duggal who are themselves Directors of the Company.. 5/21/1996. All appointments are contractual in nature.Sc. 7/2/1990. Noble Group. M.G. B. 45. 28. 8040423.. 7/1/1983. 29. 27. 74 30. B. Head Packaging Development.. 61. 43.M.D. (*)Asterisk against a name indicates that the employee was in service for part of the year. 4.B. S K Burman) Pvt. 6038557. 9/1/2010. None of the employees mentioned above are related to any Director of the Company.. 45. .Customer Mkt. B. Senior General Manager .Sc. 29.Com.Sales. Sengupta Saibal.Com(Hons).D.M. B. Mukherjee Somit. 6165472.E.M. P D Narang and Mr. Key Accounts Manager. Manager Supply Chain & Procurement.A.A. General Manager.A. 28.A.Purchase. 21. Dabur (Dr. superannuation fund & gratuity under LIC scheme in terms of actual expenditure incurred by the Company and commission..Packaging Development.G... 8630103.. B. Vice President . 3.SAARC Region.. 27. M.. 10/4/2010.HR.M. 5. M. L. None of the employees mentioned above was in receipt of remuneration which in the aggregate is in excess of that drawn by the Whole Time Director and holds by himself/ herself or along with his/her spouse and dependent children.... P. General Manager .M.R.S.B. 39.E. 26. 2. Singh Amitabh. Sharma Adarsh. Ltd. P..Sc.A. 25.. F.I. 52. 9702520. Senior General Manager . 24.L. Singal Sanjay.Finance. 7665142. Limited. 51. Group Director . 6/9/2005. Vice President .B. not less than 2% of the equity shares of the Company.C.M. Bharti Wal-Mart Pvt.Sc.I. B.. Birla Sun Life Mutual Fund. medical reimbursements.G. B.B.D.A.. 20. Head . Assistant Sales Manager. General Manager .D. Management Accountant. C.& Accounts.C. General Manager . A.G.G. 63..Marketing. Redrock Limited. Reliance Wellness Limited. 6/9/2009. Ansal Housing and Construction Ltd. 22. Narang P. allowances. B. 7/22/2008. except Mr. Sudhakar A (*). 74844700. rent. P. M.C.(Social Work).P. 8/25/2008. 6403109. M.Projects. 21.D. price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which .Corporate Overview Board & Management Reports Financial Statements Dabur India Limited Annexure 4B Details under Section 197(12) of the Companies Act. Chief Financial Officer. Chief Executive Officer. The percentage increase in remuneration of each Director. (vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company. (iv) The number of permanent employees on the rolls of the company. 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. (v) The explanation on the relationship between average increase in remuneration and company performance. (vii) Variations in the market capitalization of the company. Company Secretary in the financial year. (iii) *The percentage increase in the median remuneration of employees in the financial year. 2014 Rule Particulars (i) *The Ratio of the remuneration of each Director to the (ii) median remuneration of the employees of the Company for the financial year. .55. Dabur’s offer pri these are not comparable as Dabur has done stock splits and issued Bonus (viii) 75 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.the company came out with the last public offer. Closing share price as on 31st March 2015 was Rs.265. 2015 Sl. Pricing formula 3. (xi) The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year. Options exercised 5. *Shares allotted under ESOP Scheme of the Company have not been included.Annual Report 14 -15 Rule Particulars (ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company. Number of Options granted 2. (xii) It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company. Options lapsed/cancelled 7. No. Particulars 1. Money realized by exercise of options 9. Options vested 4. Total number of shares arising as a result of exercise of option 6. Variation in terms of options 8. (x) The key parameters for any variable component of remuneration availed by the Directors. Annexure 5 Disclosure regarding Employees Stock Option Plan of the Company for the year ended 31st March. Total number of options in force 76 Corporate Overview Financial Statements Board & Management Reports Dabur India Limited . ii.Expected volatility . Dabur International Ltd. Weighted option) Weighted average fair value of per option (as per Black Scholes Model) 14.Corporate Accounts Group Director CEO .R & D ED-Marketing Head.Price of underlying shares in the market . 10. Dabur International Ltd. Executive Director-HR Busines Head VP-Manufacturing Chief Marketing Officer. of options granted Sl. ED-Sales VP. Employees 11.Expected Dividend yield . iii.No. Particulars No. Group Director CEO CEO.Operations VP(Finance) & Company Secretary CFO VP-Corporate Affairs Director. Difference between the employees compensation cost based on intrinsic value of the stock and the fair value for the year and its impact on profits and on EPS of the Company 13.Risk free interest rate .IBD. VP.Business Planning & Reporting. Diluted Earnings per share (EPS) : pursuant to issuance of options under ESOP 12. The fair value of each option is estimated using the Black Scholes model after applying average assumptions:. Dabur International Ltd. Employee-wise details of options granted during the year to i.Expected life . 77 . paper s. Dabur India Limite d We have condu cted the secret arial audit of the compli ance of applic able statut ory provisi ons and the adher ence to good corpor ate practi ces by Dabur India Limite d (herei nafter called the compa ny). minut e books.Annual Report 14 -15 Sec ret ari al Au dit Rep ort For the fina ncia l year end ed Mar ch 31. Secret arial Audit was condu cted in a mann er that provid ed us a reason able basis for evalua ting the corpor ate condu cts/sta tutory compli ances and expres sing our opinio n thereo n. 201 5 The Memb ers. Based on our verific ation of the Comp any’s books. . minut e books. paper s. its officer s. during the audit period coveri ng the financi al year ended on March 31. forms and return s filed and other record . the compa ny has. 2015 compli ed with the statut ory provisi ons listed hereu nder and also that the Comp any has proper Boardproces ses and compli ancemecha nism in place to the extent . agent s and author ized repres entati ves during the condu ct of secret arial audit. in the mann er and subjec t to the reporti ng made herein after: We have exami ned the books. We hereb y report that in our opinio n.forms and return s filed and other record s maint ained by the compa ny and also the inform ation provid ed by the Comp any. 2015 accord ing to the provisi ons of: i. Th e Se cu riti es Co nt ra ct s (R eg ul ati on ) Ac t. Th e De po sit ori es Ac t. 19 96 an d th e Re gu lat io ns an d By ela ws fra m ed th er eu nd . iii. Th e Co m pa ni es Ac t.s maint ained by Dabur India Limite d (“the Comp any”) for the financi al year ended on March 31. ii. 20 13 (t he Ac t) an d th e rul es m ad e th er eu nd er. 19 56 (‘S CR A’) an d th e rul es m ad e th er eu nd er. v. iv.er to th e ex te nt of Re gu lat io n 55 A. Ov er se as Di re ct In ve st m en t an d Ex ter na l Co m m er ci al Bo rro wi ng s. Fo rei gn Ex ch an ge M an ag e m en t Ac t. Th e fol lo wi ng Re gu lat io ns an d Gu id eli ne s pr es cri be d . 19 99 an d th e rul es an d re gu lat io ns m ad e th er eu nd er to th e ex te nt of Fo rei gn Di re ct In ve st m en t. Th e Se cu riti es an d Ex ch an ge Bo ar d of In di a (Pr oh ibi tio n of In si de r Tr ad in g) Re gu lat io ns . . Th e Se cu riti es an d Ex ch an ge Bo ar d of In di a (S ub st an tia l Ac qu isi tio n of Sh ar es an d Ta ke ov er s) Re gu lat io ns. 19 92 (‘S EB I Ac t’) :a.un de r th e Se cu riti es an d Ex ch an ge Bo ar d of In di a Ac t. 20 11 . 20 15 . b. e. . Th e Se Annexure 6 cu riti es an d d. Th e Se cu riti es an d Ex ch an ge Ex ch an ge Bo ar d of In dia (Is su e of Ca pit al an d Di scl os ur e Re qu ire m en ts) Re gu lat ion s. Th e Se cu riti es an d Ex ch an ge Bo ar d of In di a (S ha re Ba se d e m pl oy ee Be ne fit s) Re gu lat io ns . 20 09 . 20 14 .c. . 19 93 re ga rdi ng th e Co m pa ni es Ac t an d de ali ng wi th cli en t to th e ex te nt of se cu riti es iss ue d. Th e Se cu rit ie s an d Ex ch an ge Bo ar d of In di a (R eg ist ra rs to an Iss ue an d Sh ar e Tr an sf er Ag en ts) Re gu lat io ns . N ot Ap pli ca bl e f.Bo ar d of In di a (Is su e an d Li sti ng of D eb t Se cu rit ie s) Re gu lat io ns . 20 08 . h. No t Ap pli ca bl e vi. 19 98 . Th e ot he r la ws . as inf or me d an d cer tifi ed by th e ma na ge me nt . an d No t Ap pli ca bl e Th e Se cu rit ie s an d Ex ch an ge Bo ar d of In di a (B uy ba ck of Se cu riti es ) Re gu lat io ns . 20 09 .g. Th e Se cu riti es an d Ex ch an ge Bo ar d of In di a (D eli sti ng of Eq uit y Sh ar es ) Re gu lat io ns . 19 40 . 20 02 . In se cti ci de s Ac We have also . 2. 5. Fo od Sa fet y an d St an da rd s Ac t.t. Na tio na l Gr ee n Tri bu na l Ac t. 19 68 . Bi ol og ic al Di ve rsi ty Ac t. 19 80 . Dr ug & Co s m eti cs Ac t. pa ny wh ich ar e sp eci fic all y ap pli ca ble to th e Co m pa ny ba se d on th eir se cto r/ ind ust ry ar e: 1. 4. 6. Fo re st Co ns er va tio n Ac t. 20 06 . 20 10 . of th e Co m 3. Th e Lis tin g Ag re e m en ts en ter ed int o by th e Co m pa ny wi th Na tio na l St oc k Ex ch an ge of In di a Li mi te d.exami ned compli ance with the applic able clause s of the followi ng: i. No t ap pli ca bl e for fin an cia l ye ar 20 14 15 ii. Se cr et ari al St an da rd s iss ue d by Th e Ins tit ut e of Co m pa ny Se cr et ari es of In di a. BS E Li mi te d an d M CX St oc k Ex . Guidel ines. Non- Execut ive Direct ors and Indep enden t Direct ors. menti oned above. etc. The chang es in the compo sition of the Board of Direct ors that took place during the period under review were carrie d out in compli ance with the provisi ons of the Act. Stand ards. Rules. During the period under review the Comp any has gener ally compli ed with the provisi ons of the Act. Adequ ate notice is given to all Direct ors to sched ule the Board Meetin gs. Regul ations. We furthe r report that The Board of Direct ors of the Comp any is duly constit uted with proper balanc e of Execut ive Direct ors. agend a and detail ed notes on agend .ch an ge Li mi te d. a were sent in 78 . We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited advance. 23 Crore. Maintenance of secretarial record is the responsibility of the management of the Company. standards is the responsibility of management. etc. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company . Our responsibility is to express an opinion on these secretarial records based on our audit. Our examination was limited to the verification of procedures on the random test basis. 3.2015 Note: This report is to be read with our letter of even date which is annexed as Annexure A and form forms an integral part of this report. We further report that during the audit period the company has following specific events / actions that having a major bearing on the company’s affairs in pursuance of the above referred laws. as the case may be. New Delhi .110002 1. regulations and guidelines. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. rules and regulations and happening of events etc. Place: New Delhi Date: 04. 5. The compliance of the provisions of Corporate and other applicable laws. guidelines. The Company informed that a fire broke out at the skin care products factory of Dabur India Limited in Baddi. Annexure A to the Secretarial Audit Report The Members Dabur India Limited 8/3. we have obtained the Management representation about the compliance of laws. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws. rules. Where ever required.05. 2. we followed provide a reasonable basis for our opinion. rules. Asaf Ali Road. Himachal Pradesh damaging fixed assets and inventory worth Rs. standards. We believe that the processes and practices. regulations. 4. 6. regulations. rules. All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. 2015 Place: New Delhi Annexure 7 Report on the performance and financial position of Subsidiaries. It has 79 line portals. During this FY the company has also started giving franchise to interested entrepreneur to open its ‘NewU’ stores. India (subsidiary) The Company operate its specialized beauty retail business under the brand ‘NewU’. Dermoviva Skin (subsidiary) Essentials Inc. Company has also focussed on its own private labels and also it’s Customer Loyalty Program ‘Advantage U’.05. 2. USA Dermoviva operates in the hair care market for ethnic African population through Namaste Laboratories.Date: 04. . The stores offer a wide range of beauty care products and are located in premium high footfall malls.. NewU offers a unique blend of domestic & international brands. Associates and Joint Venture companies also started to sell products through various on 1. H & B Stores Ltd. The store count at the end of FY 2014-15 stood at 62. The company also owns the Jaquline brand.. whi ch is the big ges t ma rke t. Sau di Ara bia. In add itio n.Annual Report 14 -15 3. The co mp any per for me d wel l dur ing the yea r wit h sal es gro win g by 22 % ins pit e of geo poli tica l ten sio ns and unr est in the reg ion. gro wth . Da bu r Int ern ati on al Ltd . wit nes sed str ong dou ble digi t gro wth in sal es. UA E (su bsi dia ry) Th e pri nci ple bus ine ss act ivit y of the co mp an y is dis trib uti on of FM CG pro du cts.. In ter ms of cat ego ries . Ora l Car e. 8% in fisc al . 0% v/s 49. 3% in the pre vio us ye ar. In ter ms of pro fita bili ty. Qat ar and Ira q whi ch gre w in str ong dou ble digi ts as wel l. ins pit e of ma teri al cos ts as % of sal es bei ng hig her at 52. 7% v/s 20. EBI TD A ma rgi ns ex pa nd ed to 20.wa s wel l sup por ted by oth er ma rke ts suc h as Alg eri a. Ski n Car e and Hai r Car e wit nes sed dou ble digi t gro wth . Pro fit aft er Tax gre w by 31 % to AE D 13 2 Mill ion . UA E (su bsi dia ry) Nat ure lle LL C loc ate d at Ra s Al Kh ai ma h (RA K) is the ma nuf act uri ng ar m of Da bur Int ern ati on al Ltd . 00 0 MT to 44. Du rin g the ye ar the RA K pla nt’ s ca pa cit y wa s en ha nc ed fro m 42.20 1314. Na tur ell e LL C. 50 0 MT per an nu m. Ne w ma nuf act uri ng an d pa cki ng faci liti es we re set up . 4. m.for Fe m hai r re mo val cre am s an d Na ma ste pro du cts. ne w pa cki ng lin es for Cre am s an d Hai r Oil s we re ins tall ed an d co m mis sio ne d. . Hai r Ser um s. 00 0 sq. Th e infr ast ruc tur e ex pa nd ed in RA K dur ing the ye ar by inc rea sin g wa reh ous e spa ce by 10. In ad diti on. an d the sec on d pro du cti on faci lity has be en ma de op era tio nal wit h pro du cti on of Hai r Oil s. 2 Mill ion as co mp are d to AE D 51. is pri mar ily eng age d in the ma nuf act urin g and mar keti ng . 20 15 as co mp are d to AE D 5.9 Mill ion as on Ma rch 31.. 5. Eg ypt (su bsi dia ry) Dab ur Egy pt Ltd. Tot al sha reh old ers ’ eq uit y sto od at AE D 6.Her bol en e an d Hai r Re mo val Cre am . Da bu r Eg ypt Ltd . 6 Mill ion in pre vio us ye ar. Fix ed Ass ets we re at AE D 59. 20 14.7 Mill ion as on Ma rch 31. In ad diti on. of pro duc ts und er Hai r Car e. Ora l Car e and Ski n Car e cat ego ries . It has bee n ope rati ng thr oug h its ne w stat e of the art fact ory ma nuf act urin g faci lity at 10th of Ra ma dan City . The co mp any is a mar ket lea der in Hai r oils & Hai r cre am cat ego ries as per the late st reta il aud it don e by Niel son . it had co mm issi one d cou ple of yea rs bac k wit h an inv est me nt of aro und US D 20 Milli on whi ch was rais ed bey ond . The dist ribu tion net wor k of the co mp any cat ers to aro und 300 . .US D 25 Milli on. The sal e gre w by 28 % dur ing the FY end ed 31st Mar ch 20 15 in a cha llen gin g env iro nm ent .00 0 reta il outl ets thr oug h 26 dist ribu tors and tou che s the live s of 80 Milli on Egy ptia ns on dail y bas is. The co mp any int end to con tin ue the rob ust per for ma nce wit h incr eas e in por tfol io of pro duc ts in the hai r car e & hai r cre am cat ego ries . 6. an d in the tra din g bus ine ss of mo squ ito rep elle nt.0 lak h cas es in the Ski n & Ba by . Cre am s & Loti ons ... Afr ica n Co ns um er Ca re Lt d. Ni ge ria (su bsi dia ry) Th e co mp an y is en ga ge d in the bus ine ss of ma nuf act ure an d ma rke tin g of Too thp ast e.6 lak h cas es in Ora l Car e cat eg ory an d 1. Toil et cle an er etc . So aps . Th e ma nuf act uri ng cap aci ty of the Co mp an y is 3. Co nsu me r Car e. Ne pal (su bsi dia ry) The co mp any ma nuf act ure s & ma rke ts wid e ran ge of Co nsu me r goo ds und er seg me nts like Foo d.16 ) Mill ion .Car e Cat eg ory. Per son al Car e etc.1 4) Mill ion 7. Ho me Car e. Lt d. EBI TD ANai ra (84 . wit h pro duc ts like Frui t Juic es/ Bev . Per for ma nce dur ing FY 20 1415 is as un der : Tur no ver Nai ra 11 60. 15 Mill ion .. Los sNai ra (16 6. Da bu r Ne pal Pv t. Ho ney . Th e op era tio nal per for ma nce of the Co mp an y is in the bo om ing tre nd res ulti ng in ris e in Net Pro fit by 15 % ag ain st inc rea se in tur no ver by 9% co mp are d to last yea r an d the loc al “Re al” Bra nd has cro sse d the lan . Hai r Oil.era ges . Dig esti ve Tab lets . etc. Chy aw anp ras h. Foo d Seg me nt has em erg ed as a ‘Fla g Bea rer’ sha rin g aro und 70 % of tur nov er. Too th Pas te. Glu cos e. Ho we ver the cos me tic bra nds . 8. Vat ika Sh am po o / Da bur Am .dm ark of INR .. for al mo st 5 mo nth s the lea din g bra nd Haj mo la wa s not put on sal e du e to Tra de Ma rk liti gat ion iss ues . Lt d. Pa kis ta n (su bsi dia ry) Th e yea r 20 1415 wa s a di ffic ult yea r as the bus ine ss gre w by 7% bec aus e. Asi an Co ns um er car e Pa kis ta n Pv t. 10 0 Cro res in do me stic bus ine ss thi s yea r. la an d Vat ika Hai r Oil s reg iste red a ver y he alt hy gro wt h of 85 %. 49 % an d 18 % res pec tiv ely. the Co mp any is abl e to gen era te . Als o. this yea r two ne w bra nds . The se lau nch es wer e wel l rec eiv ed by tra de and con su me r off tak e is buil din g ove r tim e. Des pite abs enc e of Haj mol a for sev eral mo nth s. Da bur Chy aw anp ras h & Da bur Ho ney wer e intr odu ced in maj or citi es of Pak ista n. Asi an Co ns um er car e Pvt . Ba ngl ad es h (su bsi dia ry) Dur ing the yea r the co mp an y has co m me nce d co m me rci al pro duc tio n fro m the ne wly set up gre en fiel d pla nt at Dh am rai on the out skir ts of Dh aka whi le suc ces sful ly clo sin g do wn op era tio ns fro m two faci liti es exi sti ng at Nar ayo ng onj an d Ma nik go nj. 9. .ver y hea lthy gro ss pro fit lea din g to a rec ord PAT gro wth of 90 %.. Ltd . Th e op era tio n of the Dh am rai Pla nt has sta bili zed .15 crs as aga inst Tak a 105 . Pro fit aft er . Des pite poli tica l inst abil ity exi stin g in the cou ntr y the co mp any had 80 a gro wth of 12 % in tur nov er.17 crs in the pre vio us yea r. bei ng Tak a 118 . Corporate Overview Board & Management Reports Financial Statements Dabur India Limited Tax declined by 27%. marked successful implementation of 5 new variants and a total of 10 variants under Real Brand. 10. hair sprays. 12. hair shapers. Turkey (subsidiary) It concentrates on the domestic marketing operations of the products that are produced by Hobi Kozmetik. The Company has manufactured 8. market and distribute personal hygiene products and cosmetics. The company has an allowance to sell up to 10% of the volume of the output to the local Sri Lanka market. Ltda.16 crs in the previous year. Namaste (subsidiary) Cosmeticos. 14. Ltd. Sri Lanka The Company has set-up a state of art Tetra Pak manufacturing facility at Yakadagala Estate. FY 2014-15 being the 2nd Year after Commercial Production. These are processed and packed in Tetra cartons for export to India and other countries. body shampoos. Hobi Kozmetik İmalat Sanayi ve Ticaret Anonim Sirketi. The overall performance has been driven by the declines in relaxer use and the items closely associated with relaxers like Sheen Spray. body creams. Sri Lanka. Turkey (subsidiary) It is a Market leader in Liquid Soap and Hair gel categories and exports to 55 countries. Ra Pazarlama Limited Şirketi.07 lakh cases with an annualized Capacity utilization of 24%. directly or through third parties. hair conditioners. Principal activities of the company is to manufacture fruit based beverages utilizing imported fruit concentrates/ pulp and purees for export. USA The company market hair care products for ethnic African population. Lotion and Hair dress. being Taka 6.. manufacturing costs and export logistics. shampoos. 11. The company expects business performance to improve during FY 201516.67 crs as against Taka 9.. Brazil The company principal activity is to Import. Namaste plans to introduce new products that appeal to a larger audience of consumers including products for consumers that wear their hair natural (straight and curly) and reinvigorate the Olive Oil line. manufacture. . Dabur Lanka (subsidiary) Pvt. Hobby Gel and Hair Shaper Series. hair care complexes. Its product list includes more than 190 personal care and cosmetics products in the categories like hair gels. mousses. export. Hobby Hand and Skin Care Series and Hobby Liquid Soap. Shampoo and Conditioner. 13. Namaste (subsidiary) Laboratories LLC. liquid hand soaps. impacted majorly by depreciation of newly commissioned plant. hand and body lotions. Kotadeniyawa. It holds more than 40% of hair gel market of Turkey and is recognized as a leading producer in cosmetics sector in its geography. Operations and Export Logistics were stabilized with efficiencies achieved in plant capacity utilization. Sales for the FY were of LKR 4. 18.. Forum 1 Aviation Pvt.72 Crore. Price increase in key SKU coupled with Exports sales to neighbouring countries resulted in 10. The Company have five pilots and two cabin crew for ensuring uninterrupted flying to the customers. 81 Dabur (UK) Ltd. It is working with existing fleet of two aircraft. However. 19. Dabur Tunisie. Ltd. there are no Transactions in this Operating unit during the FY 2014-15.. Odonil Aerosol to its portfolio during the year. USA (subsidiary) The entity is a non-operating company. 16. Dabur Consumer care Pvt.5 years of flying operations.The main activity of the company is making investments. Almond Hair Oil and Vatika Shampoo were got registered with same authority and import and sales were started during the FY. Local currency ZAR depreciated over 11% against USD which resulted in increased costs in terms of material & negative EBITDA and PAT.. Urban Labs South Africa performance has been driven by relaxers & sheen spray. It would also start selling locally in Tunisia after getting approval from the local authorities. Drugs and Devices Authority. Ltd. 20. Amla Hair Oil. 15. The Company got registered with Cosmetics.5% sales growth. 17. India (joint venture) The company operates in aviation sector and has completed commendable 9. Sri Lanka in August 2014. marketing and distribution of hair and other personal care products. Sanifresh. Tunisia (subsidiary) The company is a 100% export oriented company having its manufacturing plant in the industrial zone of Enfidha in the province of Sousse.. Hair Rejuvenation & Revitalization Nigeria Ltd. Sri Lanka (subsidiary) The company is in process of winding up its operating unit. Vatika Hair Oil. Urban Lab (subsidiary) International LLC. UK (subsidiary) The Company added Dabur Honey. Healing Hair Lab International LLC. It is presently manufacturing Miswak herbal toothpaste for north African market. 21. Nigeria (subsidiary) The principal business activity is to engage in the business of the manufacture. USA The company is engaged in the business of the manufacture. marketing and distribution of hair and other personal care products. Tunisia. Sales were Nil in FY 14-15. . Annual Report 14 -15 Annexure 8 Conservation of Energy. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year): The details of technology imported : Nil The year of import : Not Applicable Whether the technology been fully absorbed : Not Applicable If not fully absorbed. iii.1. reduced the impact on environment. areas where absorption has not taken place.a. The steps taken by the Company for utilizing alternate sources of energy : Wind Turbo ventilator (40 in number) installed at different locations in the plant at Baddi. at Silvassa Unit. The expenditure incurred on Research and Development: conservation equipments financial year 2014-15. Cost reduction of Rs. Technology Absorption.6 Lac p. Installation of Mono Carton De-Stacking Machine for export product. Improvement in GMP at Pithampur Unit. Auto sleeve Applicator for conversion from Manual Sleeving to Auto Sleeving. Foreign Exchange Earnings and Outgo  A. t Conventional Tube light replaced with LED Tube Light.P.  Cost reduction in Fuel cost of approximate Rs. product development. 84. Electricity Board as a Power Factor improvement incentive for Katni Unit. t Replacement of HSD Fuel Boiler with the Briquette Fuel Boiler. These measures have also led to better pollution control.  Generation of Steam by briquette & inhouse waste dry herbs. Conservation of energy: i.8. and the reasons thereof : Not Applicable iv. cost reduction.a. t Installation of condensate recovery projects. Additional Investment of Rs.        iii. The energy conservation measures taken during the year have resulted into an yearly saving of approximately Rs.1.43 Lac at Sahibabad Unit. Reduction in manpower cost of Rs 13. t Reduction in steam consumption by process improvement by 10%. B. ii.13 Lacs due to productivity enhancement (saving shall be derived from next year onwards) at Pithampur Unit.  Solar street lights at various plants.  Rs. 150. improved hygienic condition and consistency in quality and improved productivity. ii. import substitution. 300 Lacs and thereby lowered the cost of production. The steps taken or impact on conservation of energy : A number of energy conservation techniques were initiated and successfully implemented. Reduction in annual operating cost of Rs. Benefits derived like product improvement.2 lac p. 108 lac was incurred towards capital investment on energy   Replacement of HSD Fuel Boiler with the Briquette Fuel Boiler. due to saving in power consumption at Silvassa Unit. 25 Lacs p. Technology Absorption: during the .     Reduction in water consumption through reuse of ETP treated water for road cleaning and flushing.51 Lacs incentive given by M.  Solar Water heater. Saving of Rs 3. Some of the key initiatives undertaken in the manufacturing units were as follows Reduction in Power and Fuel consumption at factory location through t Improvement in power factor upto 99%. at Jammu Unit Savings of Rs.84 Lacs (saving shall be derived from next year onwards) at Pithampur Unit. Bleach line – continuity of market supplies from alternate location at Silvassa Unit.44 Lacs was done for the reduction of energy consumption. The capital investment conservation equipments: on energy An amount of Rs. reduced maintenance time and cost. t Reduction in power in CT by installing FRP blades.a.  An expenditure of Rs. 199. 82 . 22. C.52 crores.31 Crores was incurred towards Research and Development during the financial year 2014-15. The efforts absorption  made towards technology Technology evaluated to reduce closed vessel manufacturing of intermediates. Foreign Exchange earnings and outgo: The Foreign Exchange earned in terms of actual inflows during the Financial Year 2014-15: Rs. 77.i. The Foreign Exchange outgo in terms of actual outflows during the Financial Year 2014-15: Rs.92 crores. rainwater harvesting and solid waste recycling. Safety and Environment Policy to deliver sustainable development by implementing IMS (Integrated Management System). create and ensure healthy workplace to meet Zero Incidents and free from Occupational hazards. Dabur is also getting validation of Carbon Footprint for all Manufacturing locations from TUV NORD carbon services. This was achieved by environment management program through a combination of energy. This standard is the foundation of overall health. minimizing air emissions. As targeted to certify all the manufacturing units with the IMS covering OHSAS 18001 and ISO 14001. Reuse & Recycle). resulting into significant benefits by reducing the SOx and CO2 emissions. Dabur has greatly reduced raw water consumption. Some sites modified their boilers to use bio-fuels. etc. To reduce the impact of product on environment. reduction in GHG emissions (Green House Gases). hazardous waste generation. A mass tree plantation was also done. solid-waste generation. the Life Cycle Analysis study for 3 products (Chywanprash. Beside this all the manufacturing units have complied with EHS related legal/ statutory requirements laid by Government from monitored online. The purpose of these audits is to find out actual EHS related gaps for necessary actions to be taken by respective units. time to time and are being . Carbon and Water Footprint study was done for all manufacturing units with a target to reduce emission by 35% and with a focus on use of renewable resources like bio-mass fuel. To ensure 100% EHS complied units. Dabur has started comprehensive Fire-Safety & Environment audits by in-house and third party competent auditors on continuous basis (Monthly/Quarterly) at all manufacturing locations. Sustainable progress has been made in the area of process safety and implementation of EHS Management System at work place resulting into elimination of workplace hazards to the maximum level.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited Annexure 9 Environmental. safety and environment framework of Dabur. The environmental agenda was marked by reducing environmental impact of Company’s operations. Honey and Real) was started. To renew the commitment. Health and Safety (EHS) Review Dabur is committed to adopt best Environmental Technologies on 3R’s (Reduce. solar lights. it has merged the Occupational Health. effluent generation. Dabur has got externally accreditation for its twelve (12) manufacturing location by TUV NORD and nine manufacturing have successfully completed their Surveillance Audit. water conservation. With regard to other environmental focus areas. 83 Key Initiatives taken during the year are: - - - Medical check up of the workers. Incorporation of auto water sprinkler system in packing material & herbs storage area. Firesafety Drills. Daily Toll-box talks. Suraksha has a major impact in reducing work place hazards/ incidents and contributes to becoming an incident free organisation.). For effective control of risks and preventing workplace hazards. Smoke detection system installed in stores for fire protection. Implementation of smoke detection & alarm system in Herb storage area. Safety Committee meetings and interaction with all associates. All actions and recommendations are being recorded and evaluated through an online inbuilt software called ‘SURAKSHA’ which is at place since last 4 years. Safety Induction of new workers before joining duty & training as per the monthly training calendar. Automation of Hydrant system at all units. goggles etc. Safety Week celebration and continuous safety trainings to all concerns. alarm & power cut off system in Barron & miracle mill to avoid fire risk. Upgraded hazardous chemical stores as per safety norms. conducting scheduled Fire-Safety Audits (inhouse/third party). Dabur`s EHS team is working along with leading EHS consultants and committed for building safety culture by implementing Behavior Based Safety system (BBS). Recording workplace hazards called SBO.Dabur has ensured and identified all workplace health hazards and is providing 100% health checkup to all employees. adopting Work permit system (WPS). The Company aims to effectively control risks and prevent all associates from being injured or harmed during the course of their work. Implementation of temperature detection. . Regular planned inspection by the designated Zone Owners. safety and environment management is in the process of further strengthening its current resources.18001 & ISO 14001 PPE quality improvement (Nose mask. Dabur being aware of its responsibilities towards health. Aerial maintenance system for height jobs. Re-certification of OHSAS . Our CSR Mission 1.Annual Report 14 -15 Annexure 10 Annual report on CSR activities for the Financial Year 201415 1. Ensuring environmental sustainability through ecological conservation and regeneration. protection & re-growth of endangered plant species. and promoting biodiversity. including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs: Our CSR Vision Through sustainable measures. Economic and Environmental Development of the community in which we operate ensuring participation from the community and thereby create value for the nation. Projects or programmes proposed to be undertaken t Eradicating Hunger. Poverty & Malnutrition    t Dil Se Dua programme to provide nourishment to kids from underpriviledged sections of the society Sanitation Drive to provide easy access to toilet and sanitation facilities in rural households and schools as also to the urban poor Supplementing nutrition needs of poor and needy through joint initiatives and programmes with local NGOs Preventive Health Care  Promotion of health awareness & immunity building initiatives through the Immune India Programme  Oral hygiene and dental health camps in schools to build awareness about the need for good oral care techniques and hygine for overall health and well-being Healthcare awareness programme to create awareness on malaria. Ensuring socio-economic development of the community through different participatory and need-based initiatives in the best interest of the poor and deprived sections of the society so as to help them to become SELF-RELIANT and build a better tomorrow for themselves. 2. offering treatment as well as advice and medicines . actively contribute to the Social. A brief outline of the company’s CSR policy. cancer and HIV-AIDS across rural and urban India   Supporting health and wellness of people through Wellness Centre. A. 14. Manner in which the amount spent during the financial year is detailed below: . 587.66 Crs. 4.66 Crs. Web link: http://www. if any: N. 749. 861.68 Crs. Promoting Gender Equality and Empowering Women through Adult Education Centres and Promoting Self Help Groups b. 3. 732. Details of CSR spent during the financial year c. Narang & Mr.dabur. Independent Directors and Mr. 2013-14: Rs.33 Crs. t Employment Enhancing Vocational Skills Development through Vocational Training Centres and providing Bee‐Keeping training t Promotion of Education through School Support Programme and Non‐Formal Education Centres t a. Executive Directors. 14.67 Crs. 14. Ajay Dua (Chairman) & Mr. Amount unspent. 2011-12: Rs. P. Sanjay Kumar Bhattacharyya. enhancing livelihood of farmers Profit before tax for last three financial years: Tree Plantation Drive across villages/area near our manufacturing units and business locations Average net profit: Rs.com/AboutDabur-CSRPolicy 84 2.Rs. Average net profit of the company for last three financial years Environment sustainability programme to protect endangered species of herbs & plants. Sunil Duggal. The Composition of CSR Committee 5.D.03 Crs.  Health care camps across country to give the urban and rural poor an access to safe and reliable healthcare Addressing health care needs of poor and needy through joint initiatives and programmes with local NGOs t &OTVSJOH&OWJSPONFOU4VTUBJOBCJMJUZ   CSR Committee consists of Dr.71 Crs. 2012-13: Rs. Total amount to be spent for the financial year: Rs. Prescribed CSR Expenditure (two percent of the amount as in item 3 above) Rs. Amount spent . . the company shall provide the reasons for not spending the amount in the Board report: Not Applicable Responsibility statement of CSR Committee: We hereby confirm that the implementation and monitoring of CSR Policy. learning paintings 16 Adult Literacy Centres for women 17 Promoting & managing self help groups for women 18 Village development activities and setting up public libraries 19 Incidental & administrative expenses for running these programmes TOTAL * Covers most states across India # Separate list of local NGOs engaged in various states In case the company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof. No. is in compliance with Company’s CSR objectives (i. potable water facility.(1) (2) Sl. enhancing livelihood of farmers 13 Vocational Training to women and villagers 14 Non-Formal Education Centres for providing basic education to out-of-school underprivileged kids 15 School Support Programs like providing benches & desks.e. CSR Vision and CSR Mission) and CSR Policy of the Company. educational aids such as libraries. . CSR project or activity identified 12 Environment sustainability initiatives to protect endangered species of herbs & plants. . Corporate Overview Board & Management Reports Financial Statements Dabur India Limited # List of Implementing Agencies (NGOs) Programmes to meet nutrition needs of poor & needy Name of Implementing Agency Aapahaj Ashram Agarwal Mahasabha Arya Anath Ashram Balgran Chahat Helping Hands foundation Charitable Diagonistic Centre Dhanwantri Hospital Gopal Dham Gurunanak Garib Nawaj Edu. Society Helpage India John Day Care Life Worth Foundation Lions Manav Seva Kendra/Amravati Purushottam Jankalyan Trust Maulik Adhaar Nirashit Kalyan Samiti Pingla Ghar Prayas Satyakam Sewa Sansthan Shanti Sahyog SoS village Unique Home Akshaya Patra Foundation Anbu Karangalin Anbu Illam Don Bosco Welfare Centre Society Jeeva Jyothi Lions International LYNY ( Lover your neighbour as yourself) Sharon Child Development Centre SKCV Child Trust SOS Children's Village Sri Gyan Ashram Charitable Trust Sri Ramakrishna Ashram Sri Sathya Sai Seva Samithi All India Centre for Urban & Rural Development AIESEC Baba Baidyanath Welfare Society Programmes for aiding and addressing health care needs of poor & needy . Name of Implementing Agency Apahaj Ashram Agarwal Mahasabha . Assocation of Parents Of Mentally Retarded Children Adivasi Unnati Mandal Cossipore Seva Samiti Diabetes & You Hasus India Institute of Child Health Amrit Lal Dubey School Anand Service Society .Arya Anath Ashram Balgran Chahat Helping Hands Foundation Charitable Diagnostic Centre Dhanwantri Hospital Guru Nanak Anathaalya Helpage India John Day Care Lions Mool Adhikar Association Nirashit Kalyan Samiti Pingla Ghar Satyakam Sewa Sansthan Shanti Sahyog SOS Village Unique Home Akshaya Patra Foundation Anbu Karangalin Anbu Illam Don Bosco Welfare Centre Society Jeeva Jyothi Lions International LYNY ( Lover your neighbour as yourself) SKCV Child Trust SOS Children's Village Sri Gyan Ashram Charitable Trust Sri Ramakrishna Ashram Sri Sathya Sai Seva Samithi All India Centre for Urban & Rural Development Bharat Sevashram Sangha Bondhu Corporate & Us Cossipore Sewa Samiti Institute of Child Health Maya Foundation Nabanir 87 Annual Report 14 -15 Maya Foundation Planet Development Foundation Ram Krishna Mission Rotary Club Bharat Sevashram Sangha Sevak Vaidhya Blooming Bud School Shikhar Swayam Sevi Sangathan Bondhu Aasara Corporate & Us ADHAR. Anubhuti Vision Seva Sansthan Bal Ganesh Mitra Mandal Balram Ashram School BISWA (Bharat Integrated Social Welfare Agency) Centre for Integrated Development Disha Charitable Trust Divya Trust Holy Cross Convent Indian Center for Integrated Development Jeevan Sandhyasmruti Vruddhasharam Jyoti Mahila Mandal Malakaxmi Cooperative Maharashtra Kamgar Kalyan Bhavan Mamta Bal Sadan Missionaries of Charity National Association for the blind Nav Jyothy Special School Nav Pahal . Planet Development Foundation Ram Krishna Mission Seagull Foundation Shikhar Swayam Sevi Sangathan Vishwa Sewa Parishad Amrit Lal Dubey School Anand Service Society Anubhuti Vision Seva Sansthan Bahudeshiya Seva Samiti Indian Center for Integrated Development Jeevan Jyot Day Care Centre Jeevan Sandhyasmruti Jivandhara Oldage Home Missionaries of Charity National Association for the Blind Nav Jyothy Special School Nav Pahal Sagar Education Society Samarpan Muk-Badhir Sewa Sant Baba Moni Saheb Vriddh Ashram Sant Gadge Maharaj 88 . O. Delhi .O.03. SUBSIDIARY & ASSOCIATE COMPANIES Sl No 1 2 3 4 5 6 7 8 9 89 Name & Address of the Company H & B Stores Ltd. P. Asaf Ali Road.110002. ZI. Amuwo-Odofin industrial Area. Plot B. PARTICULARS OF HOLDING . Off Alakoso Avenue. India Dabur International Limited 12-14. British Virgin Islands Dabur Egypt Limited 10th of Ramadan.2015 Pursuant to Section 92(3) of the Companies Act. Tortola. Box No. Tunisia . Al Hamra. Finch Road. 606. New Delhi. Site Yolu Sk. Lagos Naturelle LLC Emirates Link Road. REGISTRATION & OTHER DETAILS: i ii iii iv v vi vii CIN Registration Date Name of the Company Category/Sub-category of the Company Address of the Registered office & contact details Whether listed company Name . Festac Town. 1 2 Name & Description of main products/services Real Fruit Juices Amla Hair Oil III. Address & contact details of the Registrar & Transfer Agent. Box 146. Site Yolu Sk.Enfidha Sousse.İstanbul Ra Pazarlama Limited Sirketi Saray Mah. P. Road Town. UAE Hobi Kozmetik Imalat Sanayi Ve Ticaret Anonim Sirketi Saray Mah. Olympic Street.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited Annexure 11 FORM MGT 9 EXTRACT OF ANNUAL RETURN as on the Financial Year ended 31. 2013 and Rule 12(1) of the Companies (Management & Administration) Rules. Egypt African Consumer Care Ltd. A6 Industrial Area 39. 8/3. Al Zazeera Industrial Area. if any II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated SL No. N:5/4 Anel İş Merkezi K:2/6 34768 Ümraniye . N:5/4 Anel İş Merkezi K:2/6-B 34768 Ümraniye – İstanbul Dabur Tunisie Lot No. Douglas Isle of Man IM1 2 TT Dabur (UK) Limited Trident Chambers. 6399. Ras Al Khaimah. 2014 I. Pakistan Asian Consumer Care Private Limited 245. S. IL 60606 Hair Rejuvenation & Revitalization Nigeria Ltd. Rampur. Level 14. Dhaka. d. Chicago. DE-19808 Namaste Cosmeticos Ltda Av. Laulupon Close. World Trade Centre.W. Suite 400. Ltd. Echelon Square. 04004-040 City of Sao Paulo. 98. Opposite Domestic Airport Arrival Terminal. Colombo . Nepal Forum 1 Aviation Private Limited 505. Any other… SUB TOTAL: (A)(2) Total Shareholding of Promoter . India 11 12 13 14 15 16 17 18 19 20 21 IV. Suite 4300. or State Govt. G+5 Building. Foreign a. 1208. Category-wise Share Holding Category of Shareholders A. Central Govt. Corporation Service Company. World Trade Centre. Other Individuals c. 4.Individuals b. Wilmington. Logos. SHAREHOLDING PATTERN (Equity Share Capital Break up as percentage of total Equity) i. Bodies Corporates d. Indian a.110037. Suite 400. 2711 Centerville Rd. Bank/FI e. Ltd. Bodies Corp. OFF Keffi Street. Nigeria Healing Hair Laboratories International LLC. Tokani Bara. Banks/FI e.1 Asian Consumer Care Pakistan (Pvt) Limited D-25. Block 5 Clifton. NRI. Centerville Road. Wacker Drive. Tejgaon Industrial Area. Suite 400. Colombo . c. Echelon Square. Wilmington.. West Tower.Annual Report 14 -15 Sl No Name & Address of the Company 10 Dermoviva Skin Essentials INC 2711. Any other SUB TOTAL: (A)(1) 2. West Tower. 311 S. Bernardino de Campos. Indira Gandhi Airport. DE 19808 Urban Laboratories International LLC. Paraiso. No. Centerville Road. Promoters 1. 2711. Individual/HUF b. State of Sao Paulo Dabur Lanka (Pvt) Limited Level 14. Karachi. Wilmington.. Ikoyi. Bangladesh Dabur Nepal Pvt. 14th floor.1 Dabur Consumer Care Pvt. Delaware 19808 Namaste Laboratories LLC. New Delhi . (A)= (A)(1)+(A)(2) 90 . Shareholders Name Financial Statements Dabur India . FIIS h. PUBLIC SHAREHOLDING 1. Venture Capital Fund f. Institutions a. Shareholding of Promoters Sl No. Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs Others (specify) Clearing Members Non Resident Indians Overseas Corporate Bodies Trusts SUB TOTAL: (B)(2) Total Public Shareholding (B)= (B)(1)+(B)(2) C. i. Non Institutions a. i.1 lakhs ii. Mutual Funds/UTI b. Individual shareholders holding nominal share capital upto Rs. Overseas Individuals c. Foreign Venture Capital Funds i. Central govt d. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) ii.Corporate Overview Board & Management Reports Limited Category of Shareholders B. Indian ii. Insurance Companies g. Bodies corporates b. Banks/FI c. State Govt. Others (specify) SUB TOTAL: (B)(1) 2. e. Individuals/Hindu Undivided Family 1 Anand Chand Burman 2 Pradip Burman 3 Gauri Tandon 4 Gauri Tandon 5 Asha Burman 6 Indira Burman 7 Minnie Burman 8 Shivani Burman 9 Amit Burman (HUF) 10 Pradip Burman (HUF) 11 Ashok Chand Burman (HUF) 91 . 05. Siddharth Burman) 18 VIC Enterprises Private Limited (owned by Mr. Pradip Burman Family Trust) 21 Ratna Commercial Enterprise Private Limited (owned by Mr.Annual Report 14 -15 Sl Shareholders Name No. Asha Burman) 20 Puran Associates Private Limited (owned by Mr. iii. Anand C Burman) 23 Burmans Fininvest Private Limited (owned by Mrs. allotment/ transfer/bonus/sweat equity etc) 1 Increase (Purchase of Shares) Ratna Commercial Enterprises Private Limited 20. Change in Promoters’ Shareholding (Please specify. V C Burman) 19 Gyan Enterprises Private Limited (owned by Mrs.10.2014 (Purchase of share) 14. 12 Chetan Burman 13 Vivek Chand Burman 14 Eishana Burman 15 Naresh Talwar 16 Umesh Talwar Body Corporates 17 Chowdry Associates (owned by Mr. Pradip Burman Family Trust) 22 Milky Investment and Trading Company (owned by Dr.2014 (Purchase of share) . Gaurav Burman) 26 Sahiwal Investment and Trading Company Non Resident Individuals 27 Sidharth Burman 28 Monica Burman Total # Change in shareholding is due to change in paid up share capital of the Company. Mohit Burman) 25 Windy Investments Private Limited (owned by Mr. Monica Burman) 24 M B Finmart Pvt. if there is no change) Sl Particulars No. Ltd.g. (owned by Mr. At the beginning of the year Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e. 2014 (Purchase of share) 20.2015 92 .16.2015 (Purchase of share) 26.03.2014 3 Umesh Talwar .2014 4 Gauri Tandon .20.03.01.10.2015 (Purchase of share) 24.03.2015 (Purchase of share) Decrease (Sale of Shares) 2 Naresh Talwar .20.11.23.11.2015 At the end of the year * Based on the paid up share capital of the Company as on 31.03. Promoters & Holders of GDRs & ADRs) Sl. Date wise increase/decrease in Share holding during the year specifying the reasons for increase/decrease (e. MR. Shareholding Pattern of top ten Shareholders (other than Directors. No. Emerging Markets Portfolio Merrill Lynch Capital Markets Met Investors Series Trust Vanguard Emerging Markets Stock Index Fund * Based on the paid up share capital of the Company as on 31. 6. 1. 10.g. P D NARANG (Director & KMP) At the beginning of the year 06/06/2014 (Sale of Shares) 12/06/2014 (ESOP Allotment) 12/06/2014 (Sale of Shares) 13/06/2014 (Sale of Shares) 03/07/2014 (Sale of Shares) 07/07/2014 (Sale of Shares) 08/07/2014 (Sale of Shares) 11/07/2014 (Sale of Shares) 15/07/2014 (Sale of Shares) 18/07/2014 (Sale of Shares) 03/02/2015 (Sale of Shares) At the end of the year 2. First State Investments (Hong Kong) Ltd. Equity Fund Mathews Pacific Tiger Fund L.2015 v.C of India Money Plus Growth Fund Harding.I. 2. Particulars Life Insurance Corporation of India Genesis Indian Investment Company Ltd. MR. Baring India Pvt.03. Loevner Funds Inc.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited iv. SUNIL DUGGAL (Director & KMP) At the beginning of the year 13/05/2014 (Sale of Shares) 14/05/2014 (Sale of Shares) 20/05/2014 (Sale of Shares) 30/05/2014 (Sale of Shares) 10/06/2014 (Sale of Shares) 11/06/2014 (Sale of Shares) 12/06/2014 (ESOP allotment) 12/06/2014 (Sale of Shares) 13/06/2014 (Sale of Shares) 04/07/2014 (Sale of Shares) 07/07/2014 (Sale of Shares) Particulars . 8. 4. 7. allotment/transfer/bonus/sweat equity etc) 1. 9. 3. No. Shareholding of Directors & Key Managerial Personnel Sl. 5. 93 . Particulars 08/07/2014 (Sale of Shares) 11/07/2014 (Sale of Shares) 30/07/2014 (Sale of Shares) 31/07/2014 (Sale of Shares) 06/08/2014 (Sale of Shares) 13/08/2014 (Sale of Shares) 14/08/2014 (Sale of Shares) 18/08/2014 (Sale of Shares) 19/08/2014 (Sale of Shares) 22/08/2014 (Sale of Shares) 26/08/2014 (Sale of Shares) 27/08/2014 (Sale of Shares) 28/08/2014 (Sale of Shares) 01/12/2014 (Sale of Shares) 15/01/2015 (Sale of Shares) 19/01/2015 (Sale of Shares) 02/02/2015 (Sale of Shares) 03/02/2015 (Sale of Shares) 05/02/2015 (Sale of Shares) 06/02/2015 (Sale of Shares) 09/03/2015 (Sale of Shares) 18/03/2015 (Sale of Shares) At the end of the year 3. No. ASHOK KUMAR JAIN (KMP) At the beginning of the year 02/05/2014 (Sale of Shares) 13/05/2014 (Sale of Shares) 12/06/2014 (ESOP Allotment) 04/07/2014 (Sale of Shares) 08/07/2014 (Sale of Shares) 11/07/2014 (Sale of Shares) 13/08/2014 (Sale of Shares) 14/08/2014 (Sale of Shares) 18/08/2014 (Sale of Shares) 26/08/2014 (Sale of Shares) 27/08/2014 (Sale of Shares) 11/12/2014 (ESOP Allotment) 31/12/2014 (Sale of Shares) . ANAND CHAND BURMAN (Director) At the beginning of the year No change during the year At the end of the year None of the other Directors holds shares in the Company 4.Annual Report 14 -15 Sl. DR. MR. LALIT MALIK (KMP) At the beginning of the year 09/06/2014 (ESOP Allotment) At the end of the year * Based on the paid up share capital of the Company as on 31.03. MR.At the end of the year 5.2015 94 . No. Sweat Equity 4. Whole Time Director and/or Manager: Sl. No 1. Commission as % of profit others (specify) 5. Profits in lieu of salary under Section 17(3) of the Income Tax Act. b. Principal Amount ii. Interest due but not paid iii. Others. Interest accrued but not due Total (i+ii+iii) VI. Interest accrued but not due Total (i+ii+iii) Change in Indebtedness during the financial year Additions Reduction Net Change Indebtedness at the end of the financial year i. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director. 1961 c. Particulars of Remuneration Gross salary a. 1961 2. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for p Indebtness at the beginning of the financial year i.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited V. Principal Amount ii. of Stock option 3. please specify Total (A) (1+3+4+5) Ceiling as per the Act 95 . 1961. Interest due but not paid iii. Value of perquisites u/s 17(2) of the Income tax Act. Salary as per provisions contained in Section 17(1) of the Income Tax. 3. Remuneration to other Directors: Sl. Total (1) Fee for attending Board / Committee meetings Commission Others. Salary as per provisions contained in Section 17(1) of the Income Tax Act. Value of perquisites u/s 17(2) of the Income Tax Act.as % of profit . PENALTIES/P UNISHMENT/ COMPOUNDI NG OF OFFENCES Type A. 1. Other Non Executive Directors a. Total (2) Total (B)=(1+2) Total Managerial Remuneration Overall Ceiling as per the Act. 4. 1961 Profits in lieu of salary under Section 17(3) of the Income Tax Act. No. c. Fee for attending Board/Committee Meetings b. Particulars of Remuneration Gross Salary a. b. Commission c. Particulars of Remuneration Independent Directors a. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding C. 2. No. Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD Sl. please specify Total (1+3+4+5) . 1961 No. of Stock Option Sweat Equity Commission .others. 1961. OTHER OFFICERS IN Others. 1. Others. c. please specify 2.Annual Report 14 -15 B. C. b. specify 5. please specify. VII. Penalty Punishment Compounding 96 . Guarantees or Investments under Section 186 of the Companies Act. Name of the Entity No.3. Guarantees 1 Dabur International Limited (Wholly Owned Subsidiary) 2 Dermoviva Skin Essentials Inc. (Wholly Owned Subsidiary) 10 Forum I Aviation Private Limited (Joint Venture) 11 Dabon International Private Limited 12 Sanat Products Limited 13 Shivalik Solid Waste Management Limited Bonds/NCDs 14 Power Finance Corporation Limited 15 Rural Electrification Corporation Limited 16 Power Grid Corporation of India Limited 17 LIC Housing Finance Limited 18 HDFC Limited 19 IDFC Limited 20 ICICI Bank Limited 21 Export Import Bank of India 22 Damodar valley Corporation 23 Nuclear Power Corporation of India Limited 24 Bajaj Finance Limited 25 Shri Ram Transport Finance Company Limited 26 Sesa Sterlite Limited 27 Tata Capital Financial Services Limited 28 Air India Limited 29 Reliance Capital Limited 30 SBI Cards & Payments Services Private Limited 31 Commercial paper Fixed Deposits (FD) Public FD 32 33 34 35 36 Total 97 PNB Housing Finance Limited IL&FS Financial Services Limited Bank FD Yes Bank Limited Kotak Mahindra Bank Limited HDFC Bank Limited .Corporate Overview Board & Management Reports Financial Statements Dabur India Limited Annexure 12 Particulars of Loans.2015 Sl. (Wholly Owned Subsidiary) 3 Dabur Lanka (Private) Limited (Wholly Owned Subsidiary) 4 Dabur Nepal Private Limited (Subsidiary) 5 Forum I Aviation Private Limited (Joint Venture) 6 Broadcast Audience Research Council Investments Shares 7 Dabur International Limited (Wholly Owned Subsidiary) 8 H & B Stores Limited (Wholly Owned Subsidiary) 9 Dermoviva Skin Essentials Inc. 2013 as on 31. L n i t aE nr da s d ei r c va e ti s n bg o h t u h Nn ag ti e o r. 4. 3. a r Dk ae bt us r . np ao l v ae nr dt I y na t n ed r m n a a 1. total CSR expenditure profits of the company made during the three immediately preceding financial years .C ti o n a l m . h aS s e a g l o b a l f o o t p ri 5. Paid up Capital (INR) Total Turnover (INR) Total profit after taxes (INR) Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%) However. 2. l n ng us t a ri n ti it oa n ti Po r n o mH oe ti a n lt gh hc ea ar lt e ha c w aa r r ee i n ne c s l s up dr i o ng gr pa r m es vo en nc ti a vn ec he er aE lt n hs c u a ri r n eg PE r n ov mir oo ti n . mo e d n e n t h a a l n c S e u m s e t n t a p i r n o j a e b c ili t t s y PP r r oo vm i do i ti no g En mo pf l oE yd mu e nc t a G ti e no en r i a ti n n cl gu V od c i a ti n og nS a l p Se k ci il l a s l aE n dd li u vc e li a h ti o . o s n u P b r s o i md i o a ti r n y g c g o e m n p d a e n r i e e q s a u r a e li g t i y v a e n n d b e e ml p o o w w: e tri A f n tg A s w to A s m te D n a t D Sa te D Da to D Ta th D ea d te D t a ta D il a ts D oe f . D o T h e s u b s i d i a r y c o m p a n i e s o p e r a t e i n .H Fina ncial H State a ment Hs e Dabur H India o Limit ed t N a t N a t N a t R A t U r 2. B R D oi n D it a i b a u ti r v a e c s ti . v .de i l ff y ee r n e ng t a gg ee os gw r it a ph h it i s eb s u as ni d n c oe ns ds ua c s t s t o h ec ir i oa wt ne Bs Rt i h n it r i o au ti g vh e it s s . b l e f o r i m p l e m e n t a t i o n o f t Sh e eB DR e Dp eo t li ac il y s/ op f o t li hc ei De i s r e Impl c eme t ntat o ion r of / BR D poli i cies r is e the c coll t ecti o ve r resp s onsi r e bilit s y of p the o Boa n rd s and i its . Cor pora te Soci al Res pon sibili ty Co mmi ttee . D e t a il s o f t h e B R h e a d . E-mail Id . 2. 3.Sl. 4. 9 9 . No. 1. Particulars DIN Name Designation Tel. No. 5. specify. has it been signed by MD/ owner/CEO/ appropriate Board Director? Does the company have a specified Committee of the Board/ Director/Official to oversee the implementation of the policy? Indicate the link for the policy to be viewed online Has the policy been communicated to the relevant internal and external stakeholders? Does the company have an in-house structure to implement the policy? Does the Company have a grievance redressal mechanism related to the policy/ policies to address stakeholders’ grievances related to the policy/policies? Has the company carried out independent audit/evaluation of the working of this policy by an internal or external agency? . Has the policy being approved by the Board? If yes.Do you have a policy/policies for Has the policy been developed in consultation with relevant stakeholders? Does the policy confirm to any national / international standards? If yes. o C I o n m d m i i c t a t .Ct e t h e f . r e q u e n c y w i t h w h i c h t h e B Ao n a r d o f D i r e c t o r s G. ea en oy f . t W hi et Bh oi an r 3 dm oo r n Ct Eh Os . eA Bn Rn pu ea r ll f y o. r M mo ar ne ct eh oa f n t 1 hy ee Ca or m p . t 3 oa6 sm so en st sh t s h. TD ho ee Cs St Rh Ce oC mo mm it p a t n e y e p o u f b B li os ah r a dB oR f o Dr ir a eS c u t s ot r a s i mn ea eb t il s i et vy R e e r p y o q r u t a ? r W t h ea r t i s . t li hs eh he yd p? e r C li o nm kp f a on r y vp i u eb w li i s nh ge t s h it i s s B r u e si p n o r e t s ?s HR oe ws fp r o en q si ub e il n it t y l R ye i p t o i r st pa u n b . d a b .nu u r. ac ll o ym a/ nB dR t hR ee s p eo r r et p o r t s a r e a v a il a b l e o n li n e a t h tt p :/ / w w w . Finan r cial s State w ment s h i Dabur c India Limit h edu n d e rl Si en Pe r o u D r o b Eu t s hi i n c e s s as na dc t ti r v a it ni s e ps a. r A es na c r ye as r p eo f n us ni db al me ea nn t d al l e pa il d l i a . ns gc oo r m gm a it nt i e z d at ti o om ne . o Dn ae bt uh r i i c . e D ti an bg u it r s db ou es s i it n s e bs us s n i e ne ed s s s w w it it h ho uu t t mc oo s m t p i r no t m ei gs ri i t n yg . s a a ti nn dg ao c u c r od ue nc t i as bi il o it n ys . r W ee nh c a yv i e nf c o o ll mo mw ui nn i g c p . t Wh ea et xi em r p c a i c s t eo c u or ms pt l a ek t e eh t o r l ad ne s r ps a. ot li o c w i a er s d i s ne pt l h ai c c ea wl hc i o c n hd f u oc r t ma tt ha e ll f l oe uv ne dl as ti : o n t$P o EF f PG &U o IJ DT u $P r OE VD c U %B o CV mSI BT p JU T$ a PE n FP G& y UI JD ’ T s c & o Con mduct ms it whic mh e exte n nds t to . It is a mus t t for % ever J yS .the emp Boa loye rde in me all mbe of rs.the me busi mbe nes rs sof the unit Man s/su age bsid men iarie t s to Cofollo mmi w ttee ethi and cal allprof emp essi loye onal escon in duct and in abo thei ver Offi day cers to leve day l acti in allvitie ofs. itsAll offic emp es/u loye nits/ es grou hav p/N e to GO read but and not und toerst Joint and Vent this ures cod / e sup and plier agre s/co e to ntra abid ctor e by s. it. to not This just polic ally our prov Dire ides ctor a s. nds mal toprac all F D U 5 P V D I .our busi ness asso ciat es and secu 8I rity JT hold UM ers F as #M well PX whic FS h 1S und PU erlin F es D our U com J mit PO men 1P t MJ tow D ards Z robu st This Corp polic orat y eis appl Gov icabl erna e nce. platf emp orm loye to esthes and e their stak repr ehol esen ders tativ for e repo bodi rting esunet but hical it beh also avio exte r. a The i polic y n t also w inclu a des s wro r ngfu l e c con e duct i with v resp e ect tod u discr n imin d atio e n or r sexu t . or viola 2. wro o ngfu l n e con c duct in o m the p syst l em.tices al . hara frau ssm d ent.tion H of o the D com u pan ri y’sn polic g iest with h out e fear r of e repri p salo and r help ti in n elim g inati p nge ri any o kind of d . o f Pf r r Lu i it Dj au bi uc r e s 1 0 1 .hC eh py r a ow va i n s p r i a o s nh s o . ue c a hl por li a c n yg e .A R n e d u c Ft oi o n . D f a t b hu er DH ir o en c e t y T oR i. dt uh r e i p nr ge v s i oo uu r s c y i e na gr / t ph r r oo du ug c h t o i u ot nt / h de i v s a t l r u i e bc uh t a i i on n? Envi a ron c h men i t e cont v inue e s to d be s i n c e our key focu s area and . al Chy foot awa print npra and sh.mati Life on Cycl abo e ut Anal each ysis of (LCA thes ) eof thre prod e uct’s prod ecol ucts ogic viz. natu The ralLCA reso will urce help s us thro obta ugh in vari clea ous r reso and urce com effici preh ency ensi initi ve ativ infor es.wethes striv e e are to mini in mize their our final burd stag enes onnow.also Hon help eyus & ‘Rea achi l’ eve juice carb s onhav neut e ralit bee y for n thes initi e ated prod and ucts. . and i.wate Asr ancons ump envi tion. rele wease in cont the inue to repo rting inno year vate acro and ss use all effici our ent unit tech s. ron ener men gy tally cons cons ump ciou s tion and com SOx pan y. nolo We gies to hav e brin g achi eve dow n d this our desp strai n ite on our ecol incr ogy. easi Thro ng ugh prod vari ucti ous on initi figur ativ eses.effor R ts e wed u wer e c t able i to o redu n ce our . di un r c i e nt gh e up s r ae gv ei o u b s y y c e o a n r s ? u m e Not r appl s icab ( le e sinc ne e thes r e g prod y ucts . v e 3. are w dire a ctly t con e sum r ed ) by h our a con s sum b ers e with e out n usin g a ener c gy h or i wat e er. dD o s . i hn ab s o wu o n r d k s eu dp p t l o y wc ah r a di s n ea mn bd ew d il dl i c no gn t i s n u u s e t . t o h v r eo r u t g hh eo y u et ai r t s s . a Db a il bi ut r y .Y a ei s n . . t o d o s o .a n t s w h i c F h o a r r p e r e o s c s u e r n i ti n a g l r i a n r g e r s e p d e i c e i n e t s s o f f o h r e m r a b k s i a n n g d o m u e r d p i r c o i d n u a c l t p s l . T h i s a ll o w s u s t o r .w e w o r k d ir e c tl y w it h s m a ll a n d m a r g i n a l f a r m e r s . e ri v c i u v lt eu t r ha el s p er ea nc d ti ac ne gs e. r I en dp s u pt es c p i r eo s c au nr de ad l t s h o r po r u o g mh o t t h ei s s uc s h t a an i n ne al bc l o en as g ti . t e ud t u ec de at r h o e uw ne di 5g . o r Wp ea s c t k ri a v g ei t n o g r . .h 1t 0a %n d o v f o o l uu r m t e o o t f at l h i e nm pa ut t e s ri pa ul r s c w he au s s ee df . d l I a nb t o hu er . c w l e ed ai ns dc uo s u er r a eg c e y t c h l e eu ds me ao t f ef ri o ar l c s e .s a ur pe pa o o r f t e i t nh it i i c aa ti l v s eo s u t r o c r i en c g y . an ni dt c i he il s ds l u ar br o o uu r n ad i t n o g u r bt uh e s i i r n p e l s a s c ae s o s f o w c o i r ak t ? eI s f ’ y pe r s e. t e Hp as c h oa mv me ub . mw i h s a et s s . e es nm a t ll av ke en nd o t r os i ? m pY r e os v. eD t a hb eu i r r a c c a ti pv ae c l i y t e y n a g n a d g e c s a w p it a h b l il i o t c ya ol f & l os c m aa l ll ap nr d . o c di un c a el r p s l f a o n r t ps r w o h c i uc ri h ng go i i nn pt uo t t s h f e o p r r it o s d s u uc p ti po l n y o o f f it r s aa r y eu hr ev r e bd s i ac np dr mo ed du i c . h Oo us r t c o o f nt ti h ne us o e ue s n ed na gn ag ge er me ed ns t p we it c hi t e hs e. c a o n md me uv ne it n y e hs at s a hb e li l s ph ea ds r u es v t i a v i .t e s a . m be an s . n T g . et dh c e o r me mb uy ne it n i s eu s ri .nh ai bs l h ea s s o a ul r s c o er o e f s li u v lt ee li d hi o n o w de f e o d r i t n hg eo s u et f m o i r d ed s l t e . fi L c o k c n ao l w f l ae r d mg ee r t s h ar l o s u .ho i g ga hi en r t mh o r no eu t g ah r c y o bn e ti nn eu fi o t u s s f t o r r a t n hs ef c e o r mo mf us nc it i i e en s ti . . D wa o b r u k r s c ha o n pm s o ar ne de fi ff ee l c d ti dv ee ml o y s e . n Bg y a dg ir e et c h tl e y m e i nn .gg ha t g r i an i g nw i it nh gt ph r e o f ga r r am me mr es s . s t I r n e I t n c d h i e a d . l 1 .s e un s d t e aa i v no au br l s ep r r ee s a o d us r o c v ee mr a1 n2 as gt ea mt ee ns t . o o v u e r r a a g n r a o r n e o a mo i f c 1 a . . o It h a a l v s e o b i e n e v n o li l n v k e e s d o t v o e o r u t r h p o r u o s g a r n a d m b . e S n t e a fi t c e i a w r i y s f e a s r u mm e m r a s r / y f (i a n .4 m 1 il a i c e r s e w s h . a c l t p f h a a r b m e i ti n c g a p l r o o r j d e e c r t ) s o a f n n d u t mh b e e r r e o s f p f e a c r ti mv e e r a s r i e n a v u o n l d v e e r d c u u n lt d i e v r a c ti o o n n t i r s a g . s T th b e a s s e e i d n i c n l it u i d a e ti b v o e t s h i a n g v r o o l n v o i mn y g i t n ri it b i a a l ti c v o e m s m wu it n h it f i a e r s m.i r v s e a n n b d e f l o o r we . e . 1 0 2 . Brahmi. Bach. Pipli.Andhra Pradesh Gujarat Himachal Pradesh Jharkhand Kerala Madhya Pradesh Maharashtra Rajasthan Tamil Nadu Uttar Pradesh Uttarakhand West Bengal & North East g De on We er ha at ve ed r d eu c r yi c n l g ep dr 1o 0d 0u %c t oi f o hn ea r s bf au l e wl af s o t r eb Pipli. Shankhp Bhumi-amaliki. Kapurkachri. Shalp Katchur. Bhumi amaliki. Pu Brihatpanchmoo Pipli HDST Pipli. Mulethi. K Anantmool. Kuth. Sug Jatamansi. C Large Mustak. HDST Jeewanti Ateech. M Sugandhbala . Nagkeshar. .oo il f et r h s e . t To ht ea pl ew r a c s et ne t g ae gn ee or f a ht ee r d ba an l d wi at s a t l es r o er c e yd c u l c ee ds i G s H mG o r e em t i hs as ni 1o 0n %. f r a ec .c r y ei dn uo c u er .Ou us r e Ea nn vd i r r e oc ny mc el ne t . &W h Q il ue aw li e t a yr pe op li u c r ys ou ui t n li g ne en s e or ug r y f e of c fi uc s i oe nn . t h oe r s i a em s e at ni dm i e nr c e r c ey ac s li i n ng go t f hw ea as mt oe ug ne t n oe f r r a et ne ed wd au br l i en eg np er r o gd yu wc et ui s o en . i as t t t a . d Wm ea r t ee gr ui l a al r s l a ys s p er eo .kk eo np up po ar c t t u i n vi et l i ye as c t r o oi s n s c ar ll e oa us r e pt r h oe du us c e t o i f or ne uc ny i c t l s e . d u c t i o n i n p u t s .e hu as z e ad r w di ot uh s i wn at s h t e ep gl ea nn et r s aa t s ef du de ul r f i o nr gb po . r o d u c t i o n i s r e c y Ac l l s e od . a nn od nr . il g ea r s . p wl ha i n c t ht r o eg de un c e er s a t t he em f e ot s h s a il n f e uf er l o c m o nw s a us mt pe t w i h oi nc . h Wi es at l h s e on hu as ve ed ai bn i c oa . .i s c h a r g e a t o u E r f u f n o it r s t . s W a e r a e l u s n o d g e o r t we a f y fl t u o e a n c t h t i r e e v a e t z m e e r n o t wp a l s a t n e t ws a i t n e s r t d a n t e e n a s f u e l. ll i e n d w a a t t a e ll r o h u a r r u v n e it s s ti . w e a l s o h a v e o u r r a . n T g o p a r d o d j t e o c wt a s t a e t r a c ll o u n n s it e s r . v a ti o n . P r 1 . P l 4 P2 l 9 1 0 3 . Company Dabur India Limited H & B Stores Limited International Business Division Total Employees 3. Annual Report 14 -15 4. Pl e a s e in di c at e th e N u m b er of p er m a n e nt e m pl o y e e s w it h di s a bi lit ie s D a b ur d o es n ot fo llo w di ff d p h y s i c a l a b il it i e s . 5. H e n c e . D o y o u h a v e a n e m p . t h i s n u m b e r i s n o t t r a c k e d . w e h av e a n e m pl oy e e as so ci at io n w hi ch is re gi st 6. a t p e r c e n t a g e o f y o u r p e r m a n e n t e m p l o y e e s i s m e m b e r s o f t h i s r e c o g n i z e d e m p .lo y e e a ss o ci at io n th at is re c o g ni z e d b y m a n a g e m e nt ? Ye s. Categor . Sl. fo rc e d e f i n a n c i a l y e a r.lo y e e a ss o ci at io n ? Le ss th a n 1 0 % 7. Pl e a s e in di c at e th e N u m b er of c o m pl ai nt s re la ti n g to c hi ld la b o ur . No. h e s e 2. v ul n e r a bl e & m a r o m m u n it i e s ) a r o u n d o u r m a n u f a c t u ri n g f a c il it i e s a n d s m a ll f a r m e r s i n . h a s t h e c o m p a n y id e n ti fi e d t h e di s a d v a n t a g e d. c O u t of t h e a b o v e. w e h a v e in st all e d ro b us x t e r n a l) . vu ln er ab le & m ar gi na liz ed st ak eh ol de rs. A d di ti o n all y. T h i s h e l p s u s i n i d e n ti f y i n g t h e ir n e e d s a n d p ri o ri ti e s a n d a ll o w s u s t o .ou r in bo un d su pp ly ch ai n as di sa dv an ta ge d. co m m u ni a b l e o r m a r g i n a li z e d .se rv e th es e n e e ds ac co rd in gl y. W e ar e co m m itt e d to w ar ds pr o ac ti v el y e n g a gi n g wi th all o ur e m pl o y e es . A r e t h e r e a n y s p e c i a l i n i t i a t i v e s t a k e n b y t h e . 3. v ul n e r a bl e a n d m a r gi n al iz e d st a k e h ol d e rs ? If s a d v a n t a g e d . v u l n e r a b l e a n d m a r g i n a li z e d s t a k e h o l d e r s .c o m p a n y t o e n g a g e w it h t h e di s a d v a n t a g e d. T h e s e a r e b r i e fl y . d e sc ri b e d b el o w: s t h e 1. W h a t p e r c e n t a g e o f y o u r u n d e r m e n ti o n e d e m pl o y e e s w i t s i n t e r n a l a n d e x t e r n a l s t a k e h o l d e r s ? Y e s / N o . c o m p a n y m a p p e d 8. W e re co g ni se e m pl oy ee s. D ab ur ha s m ap pe d its in te rn al an d ex te rn al st ak eh ol de rs.Ye s. s h a r e h o l d e r s /i n v e s t o r s a n d r e g u l a t o r y a u t h o ri ti e s a s o u r k e y s . co m m u ni ti es su rr ou n di n g ou r op er at io u s t o m e r s . livelihood etc. education. t Code t t t Di re ct e n g a g e m e nt w it h s m al l a n d m ar gi n al fa r m er s fo r fa r m in g of ra re h er b s Direct Blower & Protection Policy) protect employees against any kind of discrimination religion. Development of programmes in the areas of health. geography. gender etc. educational or social background. as part of Corporate (CSR) initiatives. Training programmes for the safety of our women employees. . sanitation.ta ke ho ld er s. 104 Corpo rate Overvi ew Board & Manag ement Reports Customers t 4 U S B U F H J F T G P S U B S H F U . Thi s pr ovi de s an av en ue for su sta ina ble liv eli ho od ge ne rat ion an d ca pa cit y bu ildi ng for sm all far m er s an d for t ( W hi st le Bl o w er & Pr ot e ct io n P ol ic y) e xt e n d s to b u si n e ss a ss o ci at e s a s w el l.pe cie s. J O H G B L F p r o d u c t s a n d p a c k a g i n g m a n u f a c t u r e r s a n d l a b e l p r i n t e r s t h r o u g h r a i d s i n c o l l a b o r a t i o n w i t h l o c a l a u t h o r i t i e s a n d n e t w o r k o f b u s i n e s . Do es th e pol icy of th e co mp an y on hu ma n rig ht s co ve r onl y th e co mp an y or ex te nd to th e .s a s s o c i a t e s t o m e r s a s w e l l . Princ iple 5 1. a s c o u n t e r f e i t p r o d u c t s i n t h e m a r k e t p o s e a r i s k t o c u s t $PNQBOZ JT B NFNCFS PG '*$$*T Committee Against Smuggling and Counterfeiting Activities Destroying the Economy (CASCADE). Gr ou p/J oin t Ve nt ur es/ Su pp lie rs/ Co ntr ac tor s/ NG Os /Ot he rs? At Da bur . the CS R ar m of Da bur ) but to bus ine ss ass . iss ues rel ate d to hu ma n rig hts are cov ere d un der the Co de of Eth ics & Co nd uct an d the Dir ect Tou ch Poli cy (W hist le Blo wer & Pro tec tio n Poli cy). The Dir ect Tou ch Poli cy app lies not just to em plo yee s (e mp loy ees in and abo ve Offi cer s lev el) of the gro up (inc ludi ng SU ND ES H. The Co de of Eth ics & Co nd uct and the Dir ect Tou .oci ate s (su ppli ers . We do not de al wit h any sup plie r/c ont rac tor if it is in viol ati on of hu ma n rig hts an d we do not em plo y any per son bel ow the ag e of eig hte en as per our rec ruit me nt poli cy. We als o pro hibi t the use of for ced or co mp uls ory lab our at all our uni ts and dis cou rag e the sa me wit h our bus ine ss ass oci ate s. sto cki sts an d de ale rs) as wel l. ch Poli cy dis cou rag e viol ati on of hu ma n rig hts an d pro vid e a fair an d a tra nsp are nt me cha nis m for rep orti ng any suc h viol ati on. . In cas e of non res pon se. Th e Dir ect Tou ch tea m con sist s of thr ee sen ior per son nel wh o inv esti gat e the co mp lain t and rec om me nd a cor rec tive acti on to the ma nag em ent wit hin 30 day s of rec eip t of dis clo sur e. The ma nag em ent act s im me dia tely bas ed on the rec om me nda tio n. the em plo yee or bus ine ss ass oci ate can dir ectl y ap pro ach the Ch air ma n of the Au dit Co m mit tee . Fal se alle gat ion s are als o dea lt wit h dis cipl ina ry acti on in acc ord anc e wit h co mp any rul es. The Dir ect Tou ch tea m mai nta ins a log of all dis clo sur es rec eiv ed and rep ort . and pro ced ure s. poli cie s. Th e sys te m is des ign ed to ens ure con fid ent ialit y an d pro tec t the co mp lain ant fro m bei ng vict imi sed . s the su m ma ry of suc h dis clo sur es an d acti on rec om me nd ed/ tak en to the Au dit Co m mit tee on a qu art erl y bas is. Ho w ma ny st ak eh ol de r co m pla int s ha ve be en re cei ve d in th e pa st fin an cia l ye ar an d wh at pe rce nt wa s sat isf act ori ly res olv ed by th e ma na ge me nt? No co mp lai nt wa s rec eiv ed per tai nin g to hu ma n rig hts viol ati on dur ing the rep orti ng per . 2. Do es th e po lic y rel at ed to Pri nc ipl e 6 co ve r on ly th e co m .iod . F i n a n c i a l S t a t e m e n t s D a b u r I n d i a L i m i t e d Princ iple 6 1. Do es th e co m pa ny ha ve str at eg ies / ini tia tiv es to ad . Da bu r’s En vir on me nt an d Pol luti on co ntr ol pol icy an d Qu alit y pol icy pe rta ini ng to Pri nci ple 6 ext en ds to Da bu r an d its su bsi dia rie s bu t do no t co ver joi nt ve nt ur es. su ppl ier s an d co ntr act ors . 2.pa ny or ex te nd s to th e Gr ou p/J oi nt Ve nt ur es / Su pp lie rs/ Co nt ra ct or s/ N G Os /ot he rs. dr es s gl ob al en vir on m en tal iss ue s su ch as cli m at e ch an ge . glo bal wa rmi ng an d en vir on me nta l de gra dat ion po se uni qu e ch all en ge s as wel l as op por tun itie s for Da bur . et c? Y/ N. We tak e pri de in po siti oni ng our sel ve s as an ec olo gic all y se nsi tiv e . Cli ma te ch an ge. gl ob al w ar mi ng . If ye s. pl ea se gi ve hy pe rli nk fo r w eb pa ge et c. we ha ve de plo ye d a de dic ate d tea m for de visi ng an d im ple me nti ng str ate gie s for ma na gin g the se ris ks an d op por tun itie s. Do es th e co m pa ny id en tif y an d as se ss po te nti al . im ple me nti ng pro ce ss im pro ve me nts an d inn ov ati on.org ani zat ion . To ma ke pro gre ssi ve stri de s an d gui de us in our en de av our . We are co nti nu all y inv est ing in ne w tec hn olo gie s. 3. en vir on m en tal ris ks ? Y/ N Su sta ina ble de vel op me nt is at th e cor e of ou r op er ati on s wh ich is als o ou tlin ed in ou r En vir on me nt & Pol luti on co ntr ol pol icy . Th e pr oc es s to ide nti fy po te nti al en vir on me nt al ris ks inv olv . Thi s is fur th er rei nfo rce d by so un d en vir on me nt al ma na ge me nt sy ste ms pr act ice d acr os s ou r ma nuf act uri ng uni ts. es foll ow ing ste ps: . g. receiving. conditioning. but over w be expected to have an influence . health & safety risk t 8IJMFEJWJEJOHPQFSBUJPOTJOUPBDUJWJUJFTDPOTJEFS o Activities – e. resource consumption.t $POTJEFSBMMPQFSBUJPOTPGUIFEFQBSUNFOU t $POTJEFS UIF QSPDFTT øPX PG FBDI TVDI PQFSBUJPO and divide it into different activities. land intake. processing. visual impact.g.e. $MBTTJGZBDUJWJUJFTJOUPi%JSFDUwBOEi*OEJSFDUw o Direct: Those which are under the direct control of the organization o 105 Annual Report 14 -15 C Z D P O T J E F S J O H t * E F O U J G Z U I F B T Q F D U T f o l l o w i n g P G F B D I B D U J W J U Z i n p u t s : o U s e o Indirect: Those which are not under organization’s direct control. so that each activity can be considered separately for identifying the releases & discharges. disposal o t Services . transportation. storage. mainte washing. etc. handling of hazardous materials. f r a w m a t e r i a l s . ( i n c a s e o f n a t u r a l r e s o u r c e ) . e t c . u s e o f a n o n b i o d e g r a d a b l e m a t e r i a l ( f o r p o s s i b l e m a t e r i a l . c o n s u m a b l e s . s u b s t i t u t i o n s ) o U s e o f w a t e r o U s e o f e n e r g y Th e ab ove ste ps will res ult in a sco re an d if tha t sco re is hig h the n tha t risk is con sid ere d as sig nifi can t. 4. Do es th e co m pa ny ha ve . Ma na ge me nt pro gra m me is the n for mu lat ed to ad dre ss the ide nti fie d risk an d is exe cut ed in tim e in ord er to eli mi nat e tha t risk . 5. en er gy effi cie nc y. ple as . etc .an y pr oje ct rel at ed to Cl ea n De vel op me nt Me ch ani sm ? If Ye s. Ha s th e co mp an y un de rta ke n an y ot he r ini tia tiv es on – cle an tec hn olo gy. If ye s. we ha ve not reg ist ere d an y pro jec t rel ate d to Cle an De vel op me nt Me ch ani sm . re ne wa ble en er gy. Y/ N. wh et he r an y en vir on me nt al co m pli an ce re po rt is fil ed ? No. We fir mly beli eve tha t bus ine ss suc ces s an d eco logi cal im pac t are not mu tua lly exc lusi ve an d tha t on e can red uce its im pac t on env iro nm ent an d at the sa me tim e me et its bus ine ss req uir em ent s. We stri ve to be at the for efr ont in inv esti ng in effi cie nt tec hn olo gie s an d pro ces s im pro ve me nt me asu res tha t pro ve to be a fit for ach ievi ng our tar .e giv e hy pe rli nk for we b pa ge etc . the reb y red uci ng ele ctri city usa ge We are se eki ng op por tun itie s in the fiel d of sol ar an d win d po we r en erg y in ord er to ac hie ve our ren ew abl e en erg y tar get s. We ha ve ad opt ed sol ar str eet lig hts at our pla nts an d a pil ot pro jec t of sol ar po we .get s. ligh tin g fixt ure s an d als o usi ng tra nsl uce nt roo fin g. Wh ere pos sibl e we are rep laci ng wit h mo re en erg y effi cie nt eq uip me nts . at our Sa hib ab ad fac tor y to red uc e the us . We als o us e Pip ed Na tur al Ga s (P NG ).r pla nt is im ple me nte d at our cor por ate offi ce. We are als o swi tch ing to cle an er fue ls an d ha ve alr ea dy sta rte d usi ng agr o ba se d wa ste as a fue l in so me of our uni ts for ste am ge ner ati on. a cle an er alt ern ati ve. Me tha ne ga s ge ner ate d fro m our effl ue nt tre at me nt pla nt is us ed as a fue l. Ar e th e Em iss io ns/ W as te ge ne rat ed by th e co m pa ny wi thi n th e pe rm iss ibl e lim its giv en by CP CB /S PC B for th e fin an cia l ye ar be in g re po rte d? In the . Ex pa ndi ng gre en co ver thr ou gh pla nta tio n dri ves is an oth er act ivit y tha t we un der tak e on an on goi ng ba sis an d ha ve de cla red 1st Jan uar y as a Tre e Pla nta tio n da y at ma nuf act uri ng loc ati on s. 6.e of die sel. the em issi on s. Nu mb er of sh ow ca us e/ leg al no tic es rec eiv ed fro m CP CB /SP CB wh ich ar e pe ndi ng (i. soli d wa ste an d effl ue nt ge ner ate d we re all wit hin the lim its as pre scr ibe d by CP CB or SP CB 7. e.rep orti ng ye ar. no t res olv ed to sat isf act ion ) as on en d of Fin an cia l Ye ar. Nil Princ iple 7 . C o n f e d e r a t i o n o f I n d i a n I n d u s t r y ( C I I ) b. Is yo ur co mp an y a me mb er of an y tra de an d ch am be r or as so cia tio n? If Ye s. F e d e r a t i o n . Da bur is a me mb er of sev era l ind ust rial an d tra de bo die s. Th ese are list ed bel ow: a. Na me onl y th os e ma jor on es th at yo ur bu sin es s de als wit h Yes .1. d o f I n d i a n C h a m b e r s o f C o m m e r c e a n d C h a m b e r s o f C o m m e r c e a n d I n d u s t r y I n d u s t r y o f ( F I C C I ) ( A S S O C H A M ) c. P H D C h a . A s s o c i a t e I n d i a d. Ha ve yo u ad vo cat ed/ lob bie d thr ou gh ab ov e as so cia tio ns for th e ad va nc em en t or im pr ov em en t of pu bli c go od ? Ye s/N o. I n d i a n B e v e r a g e A s s o c i a t i o n ( I B A ) 2. sp eci fy th e br oa d ar ea .m b e r o f C o m m e r c e a n d I n d u s t r y ( P H D C C I ) e. if ye s. Fo od Se cur ity. Inc lus ive De vel op me nt Pol ici es. Su sta ina ble Bu sin es s Pri nci ple s. We acti vel y par tici pat e in the se for um s on iss ues an d poli cy ma tter s tha t im pac . En er gy se cur ity. Wa ter . Ec on om ic Re for ms . Ot he rs) Da bur is par t of var iou s tas k for ces an d for um s wit hin the ab ove list ed ind ust rial an d tra de bo die s.s (dr op bo x: Go ver na nc e an d Ad mi nis tra tio n. t the int ere st of our sta keh old ers . Do es th e co mp an y ha ve sp eci fie d pr og ra m me s/ ini tia tiv es/ pr oje cts . we hav e par tici pat ed in for um s per tai nin g to: t $PS QPS BUF (PW FSO BOD F t $PO TVN FSJ OUF SFT U t 5BD LMJ OHD PVO UFS GFJ UJO H Princ iple 8 1. We pre fer to be par t of the bro ad er poli cy dev elo pm ent pro ces s an d do not pra ctic e lob byi ng on any spe cifi c iss ue. In the pas t. Yes. Peo ple an d Pro fits ” at the cor e an d this ess ent iall y for ms the key sto ne of eve ryt hin g we do.in pu rsu it of th e pol icy rel ate d to Pri nci ple 8? If ye s de tail s th ere of. Da bur sup por ts the prin cipl es of incl usi ve gro wth and equ itab le dev elo pm ent thr oug h not just its cor por ate soci al res pon sibi lity initi ativ es but thr oug h its cor e bus ine ss as wel l. Our bus ine ss ap pro ach put s “Pl an et. Thr . ou gh our bra nd 106 led init iati ves . . we strive to enhance the lives of communities that surround our operations. Details of community initiatives are given below: market as these pose a serious risk to our customer’s well being as well. 2.71 crore.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited we continuously aim at delivering our commitment to health & well being of every household we impact. livelihood-linked skill development. financial inclusion and empowerment through formation of Self Help Groups (SHGs). team/own These projects foundation/external entail NGO/ government additional structures/any other benefits of organization? capacity building of Programmes pertaining farmers to Principle 8 are through developed and trainings on executed by: sustainable t *OIPVTF UFBNT GPS IFBMUI BOE BXBSFOFTT CVJMEJOH farming methods by our programmes for research and consumers in both development rural and urban wing and areas. village development and veterinary services. We also work t &YUFSOBM /(0T towards *OUFSOBUJPOBM BOE targeting fake and counterfeit products available in the OBUJPOBM . Our green house projects for promoting rare species of herbs and medicinal plants directly from small and marginal farmers provide a sustainable source of livelihood 4. The initiatives driven through SUNDESH focus on health. We run campaigns on strengthening immunity (Immune India initiative). preservation of contract farming biodiversity by projects with avoiding small and unmanaged marginal farmers collection and and forest-based exploitation of communities. Through our CSR arm Sustainable Development Society or SUNDESH. Are the Area programmes/project to these forest s undertaken based through in-house communities. education. awareness on cancer (“Brave & Beautiful” campaign) and camps for health and dental hygiene. areas of operation. a voluntary non-profit organization registered under the Society Registration Act 1860. these rare and t 46/%&4) GPS DPNNVOJUZGPDVTFE endangered JOJUJBUJWFT BSPVOE herbs. What is your company’s direct contribution to community development projectsAmount in INR and the details of the projects undertaken? Dabur’s contribution towards community development projects during the reporting period (201415) is INR 14. enhancing livelihood of farmers t 5SFF1MBOUBUJPO%SJWF t /PO'PSNBM Centres for education to out-ofschool underprivileged kids t 4DIPPM 4VQQPSU 1SPHSBNT MJLF benches & desks. Poverty & Malnutrition organisation in our awareness drives. educational aids such as libraries learning paintings t Promoting Gender Equality & Empowering Women "EVMU MJUFSBDZ GPS women DFOUFST t 1SPNPUJOH 4FMG)FMQ (SPVQT for women t 7PDBUJPOBM5SBJOJOHUPXPNFO and villagers Providing Employment Generating Vocational Skills and livelihood enhancement projects 107 Annual Report 14 -15 5. Have you done any impact assessment of your initiative? Yes.Government structures for delivering health & nutrition to poor & needy. potable water facility. 3. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words. At Dabur. t 0UIFSPSHBOJ[BUJPOTo8FBMTPDPMMBCPSBUFXJUIQSJWBUF Eradicating Hunger. Dabur internally performs an impact assessment of its initiatives at the end of each year to understand the efficacy of the program in terms of delivery of desired benefits to the community and to gain insights for improving the design and delivery of future initiatives. t QSPHSBNNF malnutrition children and also involve the general public in this drive t 1SPHSBNNFTUPNFFUOVUSJUJPO needs of access to poor & needy Promoting health care including preventive healthcare t )FBMUI$BNQTUPQSPWJEFFBTZ reliable healthcare for poor & needy t "XBSFOFTTQSPHSBNNFBCPVU the need of immunity in school going children t 0SBM IZHJFOF BXBSFOFTT Camps in schools t Promoting sanitation )FBMUIDBSF BXBSFOFTT programmes for Cancer t 8FMMOFTT $FOUSF UP USFBU people. all our businesses and manufacturing units continuously engage with communities . specially from minority community t 1SPHSBNNFT GPS BJEJOH BOE addressing health care needs of poor & needy t 4BOJUBUJPO %SJWF UP QSPWJEF easy access to toilets and sanitation facilities in rural households and to urban poor t Ensuring Environment Sustainability Promoting Education including Special Education &OWJSPONFOU TVTUBJOBCJMJUZ initiatives to protect endangered species of herbs & plants. or so. Dabur engages with its consumers on an ongoing basis and conducts methodical research on their satisfaction with respect to our products and advertisements. The additional information on the product label relates to various active ingredients contained in the product. consumer grievance redressal mechanisms. 3. Principle 9 1. A total of 9 number of consumer cases were received during 2014-15 and 2 of these were disposed off. direction of use & information about clinical tests conducted. priorities and expectations of the local community. This additional information is provided to enhance the value consumers can derive from the product and to ensure safe and appropriate use. 2. We also try to create sustainable infrastructure/programmes through institution building like Self Help Groups (SHGs). as part of our stakeholder engagement strategy. we provide additional information on safety aspects of the product. and varies from product to product.FTXBL1SPNJTFBOE#BCPPM (Tooth paste & powder): We provide information on herbal ingredients & their mode of action. These surveys are conducted through established third party market research firms. /Remarks (additional information) Yes. t 0EPOJM "JSGSFTIFOFSJOUIFGPSNPGTQSBZTBOECMPDLT We provide pictorial information on direction of use to ensure that consumer derives maximum utility from the product. 78% of consumer cases (7 in number) are pending as on the end of financial year. This is done to gauge the needs. Similar research is also conducted with our sales channel that includes professional partners like ayurvedic doctors. over and above what is mandated as per local laws? Yes/No/N. their proven clinical benefits. This allows the consumer to access additional information on the safety studies done on the product. This ensures successful adoption by communities to the extent possible.A.surrounding their operations through surveys and focused meetings. Initiatives are thus designed and delivered in a transparent manner in line with inputs from the community itself. Information on certification by paediatricians including reference to the journal/publication is provided on the label. Dabur displays product information on the label for the benefit of the consumer. This is done to ensure flow of benefits to communities even if Dabur is unable to support the programme in the future. We undertake regular brand tracking exercises to assess brand preference scores and impact of our advertisements. history of herbs. t 0SBM$BSFQSPEVDUTo3FE. caution etc. A few examples from our product portfolio are given below: t 0EPNPT B QFSTPOBM BQQMJDBUJPO NPTRVJUP SFQFMMFOU Apart from the mandatory label requirements. What percentage of customer complaints/consumer cases are pending as on the end of financial year. safety. We also actively inform consumers about how to differentiate between genuine and fake products and how to identify damage in sealed products. irresponsible advertising and/or anti-competitive behaviour during the last five years and pending as on end of financial year? Details Alleged Unfair trade practices Alleged Irresponsible advertising Alleged Anticompetitive behaviour 4. t 4BOJ'SFTI -JRVJEUPJMFUDMFBOFS8FQSPWJEFQJDUPSJBM information on direction of use. Blind product tests are also conducted to gauge consumer satisfaction vis-a-vis products of our competitors. directions for use (including pictorial depiction). over and above what is mandated by local laws like Bureau of Indian Standards Act and Drugs and Cosmetics Act. beauty parlour owners etc. Did your company carry out any consumer survey/ consumer satisfaction trends? Yes. . Does the company display product information on the product label. We also inform the consumers about the safety of the product for use in septic tanks and provide explanation for the guaranteed germ kill claim made on the label. Is there any case filed by any stakeholder against the company regarding unfair trade practices. Joint Liability Groups (JLGs). 108 . Auditor’s Responsibility Our responsibility is to express an opinion on these standalone financial statements based on our audit. 2014. making judgements and estimates that are reasonable and prudent. Management’s Responsibility for Standalone Financial Statements the The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. including the Accounting Standards specified under Section 133 of the Act. read with Rule 7 of the Companies (Accounts) Rules. and a summary of significant accounting policies and other explanatory information. The Members of Dabur India Limited Report on the Standalone Financial Statements We have audited the accompanying standalone financial statements of Dabur India Limited (“the Company”). 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position. whether due to fraud or error. the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities. the statement of profit and loss. and design. 2015. Those . relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited Independent Auditor’s Report on the Financial Statements We have taken into account the provisions of the Act. selection and application of appropriate accounting policies. implementation and maintenance of internal financial controls. To. financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India. which comprise the balance sheet as at 31st March. that were operating effectively for ensuring the accuracy and completeness of the accounting records. the cash flow statement for the year then ended. Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date. Report on other Legal and Regulatory Requirements As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. As required by Section 143(3) of the Act, we report that: a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; 109 Annual Report 14 -15 b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. c. The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. e. On the basis of the written representations received from the Directors as on 31 st March, 2015 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2015 from being appointed as a Director in terms of Section 164(2) of the Act. f. In our opinion, the Company has reasonably adequate internal financial control system in place providing operating effectiveness of such controls. g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best our information and according to the explanations given to us: I. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 21 and 23 to the financial statements. AI. The Company did not have any long-term contract including derivative contract which may lead to any foreseeable loss. BI. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. Place: Jebel Ali - UAE Date: May 5, 2015 Annexure to the Auditor’s Report as per Companies (Auditor’s Report) Order, 2015 1. 2. a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. b. The fixed assets have been physically verified by the management at reasonable intervals. As informed, no material discrepancies between book records and the physical inventories have been noticed on such verification. The Company has not granted any loans, secured or unsecured to companies, firms, or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. 4. In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the company and the nature of its business for purchase of inventory and fixed assets and on sale of goods and services. During the course of our audit no major weakness has been noticed in the internal controls. We have not observed any continuing failure on the part of the company to correct major weakness in internal control system. 5. The Company has not accepted any deposits from public. 6. On the basis of records produced we are of the opinion that prima facie cost records and accounts prescribed by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013 in respect of products of the company covered under the rules under said section have been made and maintained. However we are neither a. The inventories have been physically verified at reasonable intervals during the year by management. b. c. 110 3. The procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in books of accounts. Corporate Overview Board & Management Reports Financial Statements Dabur India Limited required to carry out nor have carried out any detailed examination of such accounts and records. 7. a. According to information and explanations given to us, ‘the company’ is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other statutory dues to the extent applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2015 for a period of more than six months from the date of becoming payable. b. the dues on account on Sales Tax, Income Tax, Excise Duty, Service Tax, Wealth Tax, Custom Duty, Value Added Tax and Cess disputed by the company and not being paid, vis-à-vis forums where such disputes are pending are mentioned below:- 8. ‘The Company’ does not have accumulated losses at the end of the financial year. ‘The company’ has not incurred cash losses in the financial year and in the immediately preceding financial year. 9. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that ‘the company’ has not defaulted in repayment of dues to any financial institution, bank or debenture holder. 10. ‘The Company’ has given guarantee for loans taken by others from banks or financial institutions, the terms and conditions whereof are not prejudicial to the interest of ‘the company’. 11. The term loans were applied for the purpose for which the loans were obtained by ‘The Company’. 12. No fraud has been noticed or reported on or by ‘the company’ during the year. c. Name of the Statute Sales Tax and VAT Laws Income Tax Act,1961 Central Excise Act,1944 Service tax (Finance Act 1994) According to information and explanations given to us, the amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time. Place: Jebel Ali - UAE Date: May 5, 2015 111 Annual Report 14 -15 Balance Sheet as at March 31, 2015 Particulars I EQUITY AND LIABILITIES 1. Shareholders' Funds (a) Share Capital (b) Reserves and Surplus 2. Non-current liabilities 3. (a) Deferred Tax Liabilities (Net) (b) Long-term provisions Current Liabilities (a) Short-term borrowings (b) Trade payables (c) Other current liabilities (d) Short-term provisions Total II ASSETS 1. Non-current assets (a) 2. Fixed Assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress (b) Non-current investments (c) Long-term loans and advances (d) Other non-current assets Current assets (a) Current investments (b) Inventories (c) Trade receivables (d) Cash and Bank Balances (e) Short-term loans and advances (f) Other current assets Total Summary of significant accounting policies Contingent liabilities, Capital and other commitments The accompanying notes are an integral part of these financial statements As per our report of even date attached for G. BASU & CO. Chartered Accountants Firm Regn. No. 301174E S. LAHIRI Partner Membership No. 51717 Place : Jebel Ali - UAE Date : May 5, 2015 112 Corporate Overview Limited Board & Management Reports Financial Statements Dabur India Statement of Profit and Loss for the year ended March 31, 2015 113 Particulars I Gross Revenue from sale of products Less: Excise Duty Net Revenue from sale of products Sale of Services Other Operating Revenues Revenue from Operations II Other Income III Total Revenue (I + II) IV Expenses Cost of materials consumed Purchase of stock in trade Changes in inventories of FG , WIP & Stock in trade: Finished Goods Work in Progress Stock in trade Employee benefits expenses Finance costs Depreciation and Amortisation expenses Other Expenses Total Expense V Profit before exceptional and extraordinary items and tax (III - IV) VI Exceptional Items (Refer note 61) VII Profit before extraordinary items and tax (V - VI) VIII Extraordinary Items IX Profit before tax (VII - VIII) X Tax expense (1) Current tax (2) Deferred Tax (3) Earlier year tax XI Profit/(Loss) for the year from continuing operations (IX - X) XII Earnings per equity share in Rs. (before extraordinary items) (1) Basic (2) Diluted XIII Earnings per equity share in Rs. ( after extraordinary items) (1) Basic (2) Diluted Summary of significant accounting policies The accompanying notes are an integral part of these financial statements As per our report of even date attached for G. BASU & CO. Chartered Accountants Firm Regn. No. 301174E S. LAHIRI Partner Membership No. 51717 Place : Jebel Ali - UAE Date : May 5, 2015 Annual Report 14 -15 Statement of Cash Flow (Pursuant to AS-3) Indirect Method for the year ended March 31, 2015 Particulars A. Cash Flow From Operating Activities Net Profit Before Tax Add: Depreciation Loss on Sale of Fixed Assets Fixed Assets Discarded Deferred Employees Compensation Amortised Provision for Contingent Liability Exceptional Items - H & B Writeoff Interest Unrealised Loss / (Gain) in Foreign Exchange Less: Interest Received Profit on Sale of Investment Profit on Sale of Assets Operating Profit Before Working Capital Changes Working Capital Changes (Increase)/Decrease in Inventories (Increase)/Decrease in Trade & Other Receivables Increase/(Decrease) in Trade Payables And Other Payables (Increase)/Decrease in Working Capital Cash Generated From Operating Activities Tax Paid Cash Used(-)/(+)Generated From Operating Activities (A) B. Cash Flow From Investing Activities Acquisition of Fixed Assets Sale of Fixed Assets Purchases of Investment Interest Received Proceed of Sale of Investments Payment (-)/Proceeds(+) From Loan to Subsidiaries Cash Used(-)/(+)Generated in Investing Activities (B) C. Cash Flow From Financing Activities Proceeds From Share Capital & Premium Repayment(-)/Proceeds (+) of Long Term Loan Repayment(-)/Proceeds(+) From Short Term Secured Loan Repayment(-)/Proceeds(+) From Short Term Unsecured Loans Payment of Dividend Corporate Tax on Dividend Interest Paid Cash Used(-)/+(Generated) in Financing Activities (C) Net Increase(+)/Decrease (-) in Cash and Cash Equivalents (A+B+C) Cash and Cash Equivalents Opening Balance Unrealised Gain/(Loss) on Foreign Currency Cash and Cash Equivalents Closing Balance Cash and Cash Equivalents (Year End) Balances with Banks with Restatement Cheques / Drafts in Hand Cash-in-Hand As per our report of even date attached for G. BASU & CO. Chartered Accountants Firm Regn. No. 301174E S. LAHIRI Partner Membership No. 51717 Place : Jebel Ali - UAE Date : May 5, 2015 114 Accounts and Disclosures thereon comply with the Accounting Standards specified in Companies (Accounting Standard) Rules. [BSE].1. The company is one of the leading FMCG players dealing in consumer care and food products. . unless otherwise stated) 1.1. other pronouncement of ICAI. 2. [NSE] and Metropolitan Stock Exchange of India Ltd. [mSXI] (formerly known as MCX). liabilities.2 Indian make Use of Estimates GAAP enjoins management to estimates and assumptions that affect reported amount of assets. expenses and contingent liabilities pertaining to years. Any revision in accounting estimates is recognized prospectively from current year and material revision. All assets and liabilities have been classified as current or non-current as per the company’s normal operating cycle and other criteria set out in Schedule III to the Companies Act.P. 2. Recognition of Income and Expenses Dabur India Limited (the ‘Company’) is a domestic public limited company and is listed on the Bombay Stock Exchange Ltd. is reported in notes to accounts in the year of incorporation of revision. revenue. 2013. (Sahibabad). provisions of the Companies Act and guidelines issued by SEBI as applicable. Actual result could differ from such estimates. Company Information 2.1 Basis accounts for preparation of The accounts have been prepared in accordance with the historical cost convention under accrual basis of accounting as per Indian GAAP. National Stock Exchange of India Ltd. Significant Accounting Policies 2. The Company has manufacturing facilities across the length & breadth of the country and Research and Development center in U. 2006 which continue to apply under Section 133 of the Companies Act. including its impact on financial statement.1. the financial statement relate to. 2015 (All amounts in ` crores. 2014.2.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited Notes to the financial statements for the year ended March 31. selling arrangements being primarily in India through independent distributors except for institutional sales which are handled directly by the company. 2. 2013 read with Rule 7 of the Companies (Accounts) Rules. CGUs include Narenderpur plant. each of plants situated at Nashik. c. Cost includes freight. The company identifies impairable fixed assets based on cash generating unit concept for tangible fixed assets and asset specific concept for intangible fixed assets at the year-end in terms of Clause 5 to 13 of AS-28 and Clause 83 of AS-26 respectively for the purpose of arriving at impairment loss thereon. Fixed Assets a. e. forming part of subsidy scheme granted. any profit earned towards excess of sale value over gross block of assets (i. Impairment/discarding of Assets a. if any.e. accrues on balance sheet date is recognized.e. being the difference between the book value and recoverable value of relevant assets. Sales and purchases are accounted for on the basis of passing of title to the goods. is recognized at the closing point of the contract. Jammu. b. when crystallizes.3. 115 Annual Report 14 -15 g. by way of proportionate allocation of subsidy amount thereon. On sale of fixed assets.a. d. c. cost less accumulated depreciation. Softwares are being amortized over the period of five years on straight line basis.4. individual tangible fixed assets of various Cash Generating Units (CGUs) are identified for writing down/discarding on the ground of obsolescence. balancing charge) is transferred from profit & loss account to capital reserve. d. b. For New Projects. Such assessment indicated the value in use of corresponding assets higher than corresponding carrying cost of assets thereby ruling out the cause of further arriving at their netselling-price and exigency of provision against impairment loss. Depreciation on Fixed Assets has been provided on straight line method in terms of life span of assets specified in Schedule II of the Companies Act. redundancy & un-usability at the year end. For open contracts loss. Income/ loss from future trading of commodities. d. if any. f. 2. forming part of inputs. Further the company has assessed recoverable value of each CGUs and each intangible asset based on value-in-use method. damage. duties. all direct expenses and direct overheads (excluding services provided by employees in company’s regular payroll) are capitalized. Apart from test of impairment within the meaning of AS-28. 2. However profit. All the other incomes have been accounted for on accrual basis except for those entailing recognition on realization basis under AS-9 on the ground of uncertainty factor. Depreciation is charged on net fixed assets after deduction of subsidy amount. Patents and trademarks are being amortized over the period of ten years on straight line basis. b. Baddi. is charged against revenue of the year. if any. accruing on open contracts on balance sheet date is ignored. c. h. taxes and other expenses incidental to acquisition and installation. All expenses are provided on accrual basis unless stated otherwise. Sales comprise of sale price of goods including excise duty but exclude trade discount and Sales Tax/Vat. . Impairment loss. Capital Subsidy received against fixed capital outlay is deducted from gross value of individual fixed assets. Sahibabad plant. e. 2013 except for Moulds which are depreciated in four years on straight line method based on technical advice. Fixed assets are stated at carrying amount i. Joint Ventures and Associates are held for long term and valued at cost reduced by diminution of permanent nature therein. Annual discount rate considered for arriving at value-in-use of assets of each CGU is 7. if any. Newai and Jalpaiguri. Current investments are stated at the lower of cost and fair value. Deferred Entitlement on Leave Travel Concession: In terms of opinion of the Expert Advisory Committee of the ICAI. All other investments are classified as “Non-current investments”. Research Expenditure and Development Revenue expenditure on research & development is expensed as incurred including contribution towards scientific research expenses. Investment Investments that are readily realizable and are intended to be held for not more than one year at the point of acquisition are classified as “Current investments”. (All amounts in ` crores. Packing Material.50% i. Work-in-progress : Cost of Input plus overhead upto the stage of completion c. Basis of determination of cost remains as follows: a. Alwar. the average interest rate of external borrowing plus risk factor @ 2.5. 2. the Company has provided liability accruing on account of deferred entitlement towards Leave Travel Concession in the year in which the employees concerned render their services. if any. A provision for diminution is made to recognize a decline other than temporary. unless otherwise stated) 2. Stores & Spares : Moving Weighted Average basis b. . No profit or losses of subsidiaries are accounted for. Finished Goods : Cost of input plus appropriate overhead 2. Pitampur.7.Rudrapur.e.8.6. 2. Silvasa. in the value of Non current investments. Investments in Subsidiaries. Long term investments are stated at cost. Inventories Inventories are valued at the lower of cost or net realizable value. e. Kanpur.00 % per annum. Raw material. 2. present obligation as a result of past event with possibility of outflow of resources. Income Tax. iii. subject to the consideration of prudence. Gratuity Liability on the basis of actuarial valuation as per AS-15. b. ii. Defined Contribution Plans: i. 1961. Provident fund & ESI on the basis of actual liability accrued and paid to trust / authority. on timing differences being the difference between taxable income and accounting income that originate in one year and capable of reversal in one or more subsequent years.). Liability for superannuation fund on the basis of the premium paid to insurance company in respect of employees covered under Superannuation Fund Policy. 2. ii.10.g. when reliably estimable. Gain / Loss arising on account of rise or fall in overseas currencies vis-a-vis reporting currency between the date of transaction and that of payment is charged to Statement of Profit & Loss. Sales Tax. 2. is recognized in accounts.9. Deferred tax is recognized.12. Excise etc. Contingent Liabilities Disputed liabilities and claims against the company including claims raised by fiscal authorities (e. Transactions in foreign currencies are recognized at rate of overseas currency ruling on the date of transactions. pending in appeal/court for which no reliable estimate can be made of the amount of the obligation or which are remotely poised for crystallization are not provided for in accounts but disclosed in notes to accounts. Leave Salary of employees on the basis of actuarial valuation as per AS-15. Retirement Benefits Liabilities in respect of retirement benefits to employees are provided for as follows: 116 Corporate Overview Reports Board & Management a. Income Tax and Deferred Tax The liability of company on account of income tax is estimated considering the provisions of the Income Tax Act.11. Foreign Currency Translation a. Defined Benefit Plans: i. However.2. . Post separation benefits of Directors on the basis of actuarial valuation as per AS-15. d. 2. 2. assets and liabilities which relate to the company as a whole which are not allocable to segments on direct and/or reasonable basis have been included under “unallocated revenue/ expenses/assets/liabilities”. The operating segments are the segments for which separate financial information are available and operating profit/loss there from are evaluated regularly by the management for allocation of resources and assessment of performance. 2. Receivables/payables (excluding for fixed assets) in foreign currencies are translated at the exchange rate ruling at the year end date and the resultant gain or loss. Impact of exchange fluctuation is separately disclosed in notes to accounts. Nominal value of shares against enhanced options is financed by the company at the point of exercise of such option by employees against utilization of general reserve/security premium.14. With the exercise of option and consequent issue of equity share. . Employee (ESOP) Stock Option Purchase Aggregate of quantum of option granted under the scheme in monetary term (net of consideration of issue to be paid in cash) in terms of intrinsic value has been shown as Employees Stock Option Scheme outstanding in Reserve and Surplus head of the Balance Sheet with corresponding debit in deferred Employee Compensation under ESOP appearing as a negative item as part of shareholder’s fund as per guidelines to the effect issued by SEBI. Segment Reporting The Company identifies primary segments based on the pre-dominant sources of risk effects and returns depending on organization and of the management and internal financial reporting system. b. Entitlement of option rises proportionately with the issuance of bonus. the assets / liabilities being incorporated in terms of values of assets and 117 Annual Report 14 -15 liabilities appearing in the books of transferor entity on the date of such merger / amalgamation for the purpose of arriving at the figure of goodwill or amalgamation reserve. d. c.13. b. c. expenses. unless otherwise stated) a. Employees’ contribution for the nominal value of share in respect to option granted to employees of subsidiary company is being reimbursed by subsidiary companies to holding company. Mergers/Amalgamation Merger / Amalgamation (of the nature of merger) of other company / body corporate with the company are accounted for on the basis of purchase method. Revenue. is accounted for in the Statement of Profit & Loss.Financial Statements Dabur India Limited (All amounts in ` crores. corresponding ESOP outstanding is transferred to share premium account. Deferred employees compensation under ESOP is amortised on straight line method over the vesting period.15. Increase / decrease in foreign currency loan on account of exchange fluctuation are debited / credited to Statement of profit and loss. Lease rentals for operating leases are charged to statement of profit & loss on accrual basis in accordance with the respective lease agreements. 2014 : 2070000000] equity shares of Re. preference and restrictions attached to Equity Shares i. Subscribed and fully paid up 1756511990 [March 31. For the purpose of calculating diluted earnings per share. Earnings Per Share Basic Earnings per share is calculated by dividing the net profit for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Rights.17. In the event of liquidation. unless otherwise stated) 2. the net profit for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares. 1 each a. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in the case of interim dividend.2. 1 each Issued. Reconciliation of the number of shares Particulars Equity Shares: Balance as at the beginning of the year Add: Shares issued under ESOP scheme during the year Add: Bonus shares issued under ESOP scheme during the year Balance as at the end of the year b. Operating Leases Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. .1 per share. in proportion to their shareholding. 2014 : 1743813073] equity shares of Re.16. Share Capital Particulars Authorized 2070000000 [March 31. Each shareholder is eligible for one vote per share held. (All amounts in ` crores. the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts. 118 The Company has one class of equity shares having a par value of Re. 3. Transferee consenting or replying affirmatively within specified period of his receipt of notice under Section 56(1) of Companies Act. . Shares issued under ESOP scheme part of consideration not being received in Shares issued under ESOP scheme part of consideration not being received in cash g. Shares reserved for issue under Options Number of equity shares reserved for issue under options contracts/ commitment for sale for shares Term therein: Options granted to an employee are subject to cancellation under circumstances of his cessatio the company on or before vesting date.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores. Shares allotted as fully paid pursuant to contract(s) without payment being received five years immediately preceding the reporting date Number of equity shares issued under merger/amalgamation in last 5 years e. Shares of the company are ordinarily transferable provided: a. Instrument of transfer is in form prescribed under the act & duly stamped and executed by/on behalf of transferor and transferee. unless otherwise stated) ai. 2013 issued by the company in respect of application of transfer of registration of shares made by the transferor. Transferee is not of unsound mind. c. b.1 held by: Chowdry Associates VIC Enterprises Private Limited Gyan Enterprises Private Limited Puran Associates Private Limited Ratna Commercial Enterprises Private Limited Milky Investment and Trading Company d. c. Shares allotted as fully paid up bonus shares during the period of five years immedia date Number of equity shares issued in last 5 years as fully paid up bonus shares (Including shares issued under ESOP scheme for which entire consideration not received in cash) f. Details of equity shares held by shareholders holding more than 5% shares of the aggregate shares in the company Particulars Equity shares of Re. Company does not have any lien on shares under application of transfer. d. 119 . Deferred Tax Liabilities (Net) Deferred Tax Liability : Depreciation Less: Deferred Tax Assets : Provision for Disputed Liabilities Provision for Service Benefits Provision for Doubtful Advances Provision for Doubtful Debts Others Net Deferred Tax Liability Deferred Tax Liability provided during year Adjustment against Surplus on account of implementation of Schedule II of Companies Act. PY: Nil) Transferred to General Reserve Bonus shares Interim Dividend Proposed Final Dividend Corporate Tax on Final Dividend Corporate Tax on Interim Dividend Dividend adjustments of earlier years Dividend tax adjustment of earlier years Total 5.Annual Report 14 -15 (All amounts in ` crores.89. Reserves & Surplus Particulars Capital Reserve (as per last accounts) Securities Premium Account: Opening Balance Add: Addition during the period Investment Revaluation Reserve: Opening Balance Addition during the period Reduction during the period ESOP Outstanding: (Read with note no. unless otherwise stated) 4. 55) Less: Deferred Employee compensation ESOP General Reserve: Opening Balance Add: Addition during the year Less: Transferred to surplus Surplus in Statement of Profit and Loss: Opening Balance Add: Profit/(Loss) for the year Transferred from General Reserve Total Less: Appropriations: Transitional adjustment on account of Depreciation (Net of Deferred Tax Rs 1. 2013 (Decrease)/Accretion in Deferred Tax Liability . 120 . Cash Credits from Bank ii.. No Guarantee Bond has been furnished against any loan. Royal Bank of Scotland. HDFC Bank Ltd. Hongkong & Shanghai Banking Corporation Ltd. Trade Payables Particulars Creditors for Goods and services Acceptances Total 9.. Cash Credits are secured by hypothecation of inventories and book debts to bankers in consortium ranking pari passu among Punjab National Bank. There is no default in repayment of principal loan or interest thereon. Citi Bank NA. 3. Long Term Provisions Particulars For Retirement Benefits of Directors' Total 7. No. Bank of Nova Scotia and Bank of Tokyo Mitsubishi UFJ Ltd. IDBI Bank Ltd. Bank Overdrafts Total Notes: 1. 2. Packing Credit Loan from Banks iii.. Standard Chartered Bank. Short-Term Borrowings Sl. 8. Other Current Liabilities Unpaid Dividends . unless otherwise stated) 6. Nature of Borrowings i.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores. Security Deposits Creditors for capital goods Advances from Customers Statutory Liabilities Other Payables Total 121 . unless otherwise stated) 10. d) 58 Kanals of land at Jammu taken on lease for a period of 90 years in the year of 2002. c) 6508 sq mtrs of land at Alwar taken on lease for a period of 99 years in the year of 1981.Annual Report 14 -15 (All amounts in ` crores. h) 16122.13) For Liability Disputed Proposed Dividend For Dividend Distribution Tax Total 11.35 sq mtrs of land at Kaushambi taken on lease for a period of 30 years in the year of 1997. . i) 100. 298.82 Katha of land at Pithampur taken on lease for a period of 30 years in the year of 1997.91) incurred at company’s inhouse R&D facilities at Sahibabad.53 acres of land at Sandila taken on lease for a period of 99 years in the year of 1999. f) 7972 sq mtrs of land at Nashik taken on lease for a period of 95 years in the year of 1990. 382. Particulars of Assets No. i) Tangible Assets Land: Leasehold Land: Freehold Building Plant & Equipment Furniture & Fixtures Vehicles Office Equipment Total ii) Intangible Assets Brands/Trademarks Computer Software Total iii) Capital Work-in-progress Grand Total (i+ii+iii) Previous Year Note: 1. k) 67968. b) 1059 sq yards of land at Sahibabad taken on lease for a period of 90 years in the year of 1985. Addition to the above Tangible Fixed Assets includes 0. Fixed Assets Sl. Leasehold Land relates to: a) 94620 sq yards of land at Sahibabad taken on lease for a period of 90 years in the year of 1972. 2.84.75 sq mtrs of land at Rudrapur taken on lease for a period of 90 years in the year of 2004. j) 3640 sq mtrs of land at Mumbai taken on lease for a period of 99 years in the year of 1964. Short-Term Provisions Particulars For Post Separation benefit of Directors' For Taxation (net of advance Rs. l) 18000 sq mtrs of land at Pant Nagar taken on lease for a period of 81 years in the year 2014. g) 3000 sq mtrs of land at Kaushambi taken on lease for a period of 90 years in the year of 1996. PY: Rs.94 (Previous year 1. e) 294. 5. Depreciation charge amounting to Rs. 53. 65. the latter being towards charging off overaged assets under new dispensation of Act.91) and against Surplus Rs.m) All lease arrangements are of the nature of operating lease.91) allocated between statement of Profit and Loss Rs. 3. 53. 122 .97 (PY: Rs. 71.57 (PY: Nil).49 (PY: Rs. Forum I Aviation Pvt. 10 each) B. PY: 37086 units of face value of Rs. PY: 5308334 shares of face value of Rs. 10 each) AI) Investment in subsidiaries in fully paid equity instruments (unquoted) A. PY: 50000 shares of face value of Rs. Investment in Government or Trust Shares / Securities (unquoted) A. Shivalik Solid Waste Management Ltd. PY: 150 units of face value of Rs. unless otherwise stated) 12. (Joint Venture) (CY: 5308334 shares. 10 each) D. 1 (CY: 80 units. 1 IDFC Limited (CY: 900 units. PY: 183715 units of face value of Rs (CY: 1550 units. * (CY: 270000 shares. 1 LIC Housing Finance Limited (CY: 850 units. Dabur International Ltd. PY: 18000 shares of face value of Rs. H. B. (CY: 565000 shares. E. D. PY: 500 units of face value of Rs. 10 . 123 National Saving Certificates Power Finance Corporation (CY: Nil units. PY: 650 units of face value of Rs. PY: 565000 shares of face value of USD $ 1 each) BI) Other than trade a. 1 Power Grid Corporation Bonds (CY: 700 units. C. 100 each) C. PY: 100 units of face value of Rs. Non-Current Investments Particulars I) Trade Investment (unquoted): Investment in Fully paid equity Instruments A. NHAI Bonds (CY: Nil units. PY: Nil units of face value of Rs. Indian Railway Finance Corporation (CY: Nil units. PY:431061873 shares of face value of Re 1 each B. (CY: 50000 shares. G. PY: 1700000 shares of face value of 1 PSTG each) H & B Stores Ltd. 10 (CY: 1400 units. C. Rural Electrification Corporation (CY: Nil units. Dabon International Ltd. Sanat Products Ltd. Ltd. (CY: 100 units. PY: 270000 shares of face value of Rs. (CY: 18000 shares. PY: 142393 units of face value of Rs (CY: Nil units. F. PY: 350 units of face value of Rs. (CY: 1700000 shares. PY: 800 units of face value of Rs. PY: 158753 units of face value of Rs Exim Bonds (CY: 650 units. (CY: 231493165 shares.Fully paid A. 125 HDFC Ltd. b. Investment in Bonds (quoted) . PY: 200 units of face value of Rs.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores. PY: 80 units of face value of Rs. I. Dermoviva Skin Essentials Inc. PY: 23126 units of face value (CY : Nil units. PY: Nil units of face value of Rs. NCD of Shriram Transport Finance Co. 415 crore (PY : Face value of Rs. Aggregate market value of quoted investment c. PY: 5 units of face value of Rs. PY: Nil units of face value of Rs. (CY: 62 units. K. ICICI Bank Limited (CY: 100 units. Tata Capital Financial Services Limited (CY: 250 units. FD with IL&FS Total Less: Provision for diminution in carrying cost * Net Amount Note: 1. Fixed Deposits with others (Unquoted) A. NPCIL Bonds (CY: 200 units. PY: Nil units of face value of Rs. PY: Nil units of face value of Rs. c. E. 1 F. PY: Nil units of face value of Rs. PY: Nil units of face value of Rs. PY: 250 units of face value of Rs B. P. PY: 100 units of face value of Rs. Ltd. (CY: Nil units. Nil crores) N. PY: Nil units of face value of Rs. Aggregate cost of quoted investment b. PY: 250 units of face value of Rs. Nil crores) L. Nil crores) M. SBI Card payment (CY: 118 units. 1 O. Aggregate amount of unquoted investments 124 . (CY: 250 units.Annual Report 14 -15 Particulars J. 25 crores (PY : Face value of Rs. D. Maharashtra SDL of the face value of Rs. PY: Nil units of face value of Rs. NCD of Fullerton India Credit Co. PY: 250 units of face value of Rs e. a. (CY : 23126 units. 100 (CY: 150 units. Investment in non-convertible debentures (unquoted)-Fully pai A. Tamil Nadu SDL of the face value of Rs. Investment in Zero Coupon Bonds (unquoted)-Fully paid A. DVC bonds (CY: 96 units. (CY: 250 units. (CY: 5 units. NCD of Bajaj Finance Ltd. Bajaj Finance Limited (CY: 250 units. B. 10 cro (PY : Face value of Rs. GOI Securities of the face value of Rs. NCD of Air India Ltd. d. FD with Mahindra & Mahindra B. C. NCD of Sesa Sterlite Ltd. NCD of Reliance Capital Ltd. Other than trade Fully paid I. 25 crores (PY: Face value of Rs. C.1191 each) Reliance Capital Limited of the face value of Rs. E. 10 each) H. PY: Nil units of face value of Rs. PY: Nil units of face value of Rs. 25 crores) . B. 10 each) Indiabulls Mutual Fund (CY: 552145. 1000 each) (CY: 10000000 units. PY: Nil units of face value of Rs. unless otherwise stated) 13. Mutual Funds (Quoted) A. PY: Nil units of face value of Rs. D. (PY: Face value of Rs. PY: Rs 272. Long term Loans & Advances Particulars Unsecured & considered good Capital Advances Security Deposit with Govt Authorities Advance Payment of Tax (Net of provision of Rs 272. D. PY: 77898 units of face value of Rs.78 units. (PY: Face value of Rs. 1000 each) ICICI Prudential Mutual Fund (CY: 5000000 units.73) Total 14. 50 crores) Kotak Mahindra Prime Ltd.73. 50 crores) Fullerton India Credit Co. 25 crores) Kotak Mahindra Investments Ltd. 1000 each) JM Financial Mutual Fund (CY: Nil units. F. PY: 60804 units of face value of Rs. Other Non Current Assets Long term deposit with banks maturing after 12 months since balance sheet date Total 15. PY: 289773 units of face value of Rs. of the face value of Rs. C. 10 each) Baroda Pioneer Mutual Fund (CY: 599. 10 each) UNION KBC Mutual Fund (CY: 341975. Ltd. II.583 units. G. 10 each) DWS Mutual Fund (CY: Nil units. PY: 4523889 units of face value of Rs. PY: Nil units of face value of Rs.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores. PY: 2721178 units of face value of Rs. 125 (CY: 13007554. Reliance Mutual Fund (CY: Nil units.94 units. B. Sundram Mutual Fund I. 25 crores (PY: Face value of Rs. Commercial Papers (Unquoted) A. E. 1001. 50 crores (PY: Face value of Rs. 75 crores) IDFC Ltd. of the face value of Rs. 10 each) L&T Mutual Fund (CY: Nil units. Current Investments A.14 units. B. Trade Receivables Particulars Unsecured: Debts outstanding for a period exceeding six months since due date for payment considered good considered doubtful Less: Provision for doubtful debts Other debts: considered good Total 126 . 50 crores) IV. PY: 400 units of face value of Rs. Aggregate cost of quoted investment b. PY: 250 units of face value of Rs. 25 crores) III. FD with HDFC Ltd. Andhra Bank (PY: Face value of Rs. V. Inventories Raw Materials Packing Materials Work-in-Progress Finished goods Stock-in-trade Stores & spares Total Note: Finished goods includes transit stock 17. PY: 200 units of face value of Rs. FD with PNB Housing Finance Ltd. Fixed Deposits with others (Unquoted) A. NCD of Shriram Transport Finance Co.Annual Report 14 -15 Particulars F. C. 25 crores) ICICI Securities Ltd. Aggregate amount of unquoted investments 16. Non-convertible debentures (unquoted) A. (CY : Nil units. NCD of Reliance Capital Limited (CY : Nil units. Certificate of Deposits (Unquoted) A. FD with IL&FS Financial Services Ltd. NCD of LIC Housing Finance (CY : Nil units. Aggregate market value of quoted investment c. a. C. G. (PY: Face value of Rs. B. Tata Capital (PY: Face value of Rs. Total Footnote: 1. Other Bank Balances Term Deposit maturing after three months but before twelve months Total (B) C. Other Bank Balances include :Other commitment (Fixed Deposits pledged with Govt Authorities) 19. Loans and Advances to Domestic Subsidiary (interest free and without stipulation of repayment) H & B Stores Ltd.70. .Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores. Fixed Deposit maturing after 12 months Total (A+B+C) Less: Fixed Deposit maturing after 12 months Total Cash & Bank Balances Footnote: 1.70) Others Total Additional Disclosure as per Clause 32 of the Listing Agreement: a. Cash and Cash Equivalents Cash in hand Cheques / drafts in hand Balances with Banks Current Accounts Term Deposit maturing within three months Unpaid Dividend account Total (A) B. Short Term Loans & Advances Particulars Advances to Suppliers Advances to Employees Balance with Government Authorities Deposit with Others Advance Payment of Tax (Net of provision of Rs. Cash & Bank Balances Particulars A. unless otherwise stated) 18. PY: Rs. 4. 4. Amount outstanding ..Maximum amount outstanding during the year 127 . Bills discounted Total 23. Civil cases filed against the company 2. Letter of credits d. pending before Sales Tax DC/Tribunal/CCT’s. iii. Claims by employees 3. iv. Withdrawal of provision relates to crystallization of liability in actual term & subsequent payment made by company in relevant context. Information (Pursuant to AS-29) .Annual Report 14 -15 (All amounts in ` crores. Company presumes remote risk possibility of further cash outflow pertaining to contingent liabilities and commitments listed in point 21 & 22 above. Capital and other Commitments a. are expected to be in succeeding financial year. if mature.Brief particulars of provision on disputed liabilities Nature of Liability Particulars of dispute Sales Tax Entry Tax Excise Service Tax Classification matter and rate differe Entry tax Difference-Orissa Classification matter Service Tax Distribution (ISD) i. Other Current Assets Particulars Unsecured & considered good: Interest accrued on FD's. Capital Commitments Estimated amount of Contract in capital account remaining to be executed and not provided for b. Resulting outflows against above liabilities. 128 . Sales tax matters 5. Provisions are made herein for medium risk oriented issues as a measure of abundant precaution. ii. Other commitments Guarantees furnished to bank/others in respect of borrowings of subsidiaries/jointly controlled entity/others c. Income tax matters Total 22. CP's. Excise duty/service tax matters 4. unless otherwise stated) 20. CD's and Government Bonds Excess of Planned assets towards leave encashment over obligations Excess of Planned assets towards Gratuity over obligations Export Incentives Receivable Other Receivables Total 21. Contingent Liabilities Claims against the company not acknowledged as debts: 1. Sale of Products (Read with note no. unless otherwise stated) 24.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores. Other Operating Revenues Export Subsidy Sale of Scrap Miscellaneous Receipts Less Excise Duty D. Interest Income B. Revenue from Operations A. 1. 36) Domestic Export B. 1. Raw material consumed ( Read with note no.39) B.38. Packing material consumed Total Note: Cost of material consumed includes Rs. Sale of Services C. 129 . Bad Debts Provision written back G.) 25.28 (Rs. Total 26. Rent Received Total 27.09) towards research and development. Other Income A. 1 each Amount of Dividend proposed Dividend per Equity Share (in Re. Revaluation gain/ (loss) on Investments D. Gain on Sale of Fixed Assets E. Cost of Materials Consumed A. Miscellaneous Receipts F. Net gain/(loss) on sale of Current Investments (other than trade) C. Proposed Dividend Particulars The Final Dividend proposed for the year is as follows: On Equity Shares of Re. Salaries. C. Opening Inventories i. Bank Charges C. Finished Goods ii. Closing Inventories i. Net (gain)/loss on foreign currency transaction & translation Total 32.88 (Rs. Stock-in-trade Total 30.11) Total Note: Depreciation & Amortisation includes Rs. Work-In-Progress and Stock-in-trade A. unless otherwise stated) 28. 31. Wages and Bonus Contribution to Provident and Other Funds Workmen and Staff Welfare ESOP Expenses (Amortisation of Deferred Employees Compensation under ESOP) Total Note: Employee benefit expenses includes Rs. Finished Goods ii. 10. 10.37) iii. Purchase of Stock-In-Trade Particulars Shampoo Tooth Powder & Paste Hajmola Fruit. Depreciation & Amortisation expenses Depreciation on Tangible fixed assets (Read with note no. Work in Progress (Read with note no.11) Amortisation of Intangible fixed assets (Read with note no. Stock-in-trade B.61) towards research and development. Changes In Inventories of Finished Goods.25 (Rs. Employee Benefits Expenses A.Annual Report 14 -15 (All amounts in ` crores. B. Work in Progress iii.23) towards research and development. 130 . Finance Cost A. Nectar & Drinks Vegetable Pastes Others Total 29. 0. Interest Expense B. D. 1. 30) Depreciation (Refer note no. 32) Other Expenses (Refer note no. Discount and Rebate Advertisement and Publicity Travel and Conveyance Legal and Professional Telephone and Fax Expenses Security Expenses General Charges Director's Fees Auditor's Remuneration Donation Provision for Doubtful Advances Provision for Doubtful Debts Loss on Sale of Fixed Assets Fixed Assets Discarded Provision for Liabilities disputed Corporate Social Responsibility Other Expenses Total 34. unless otherwise stated) 33. Other Expenses Particulars Increase/(Decrease) of excise duty on inventory Power and Fuel Stores and Spares Consumed Repair to Building Repair to Plant and Machinery Repair to Others Processing Charges Rates and Taxes Rent Insurance Sales Tax Freight and Forwarding Charges Commission.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores. 27) Employee Benefit Expenses (Refer note no. 33) Power & Fuel Repairs Freight General Expense Rent Rates & Taxes Travel & Conveyance Legal & Professional Telephone Security Charges Donation Total 131 . Research and Development Expenditure Cost of Raw material (Refer note no. Category wise raw material consumed Particulars Coconut Oil Paradichlorobenzene Liquid Liquid Parafin Gold Sorbitol Solution 70% IP Amla Green Others Total 132 . Category wise sales (including exports). 1 each] Profit after consideration of Extraordinary items Basic Earnings Per Share [Face Value of Re.Annual Report 14 -15 (All amounts in ` crores. 1 each] Diluted Earnings Per Share [Face Value of Re. Net of Excise Duty Health care Home & personal care Beverages & culinary Others Total 37. Category wise Closing Work-in-progress Particulars Chyawanprash Asava-Arishta Hair Oils Hajmola Tooth Powder & Paste Honey Others Total 38. 1 each] Add: Weighted number of potential equity shares on account of Employees Stock Options Weighted average number of Equity Shares outstanding [inclusive dilutive ESOP shares outstanding] Diluted Earnings Per Share [Face Value of Re. Earning Per Share Particulars Net Profit After Tax Add: Extra ordinary Expenses/Income Profit before consideration of Extraordinary items Weighted average number of Equity Shares outstanding Basic Earnings Per Share [Face Value of Re. 1 each] 36. unless otherwise stated) 35. Imported material consumed Particulars Raw Material Imported Indigenous Packing Material Imported Indigenous Stores & Spares Consumed Imported Indigenous 40. Purchase of major items of raw materials Coconut Oil Paradichlorobenzene Liquid Liquid Parafin Gold Sorbitol Solution 70% IP Amla Green Others Total 42. Expenditure in Foreign Currency Professional. unless otherwise stated) 39. Value of Import on CIF basis Particulars Raw Materials Stores & Spares (including packing material) Finished Goods Capital Goods Total 41. Earnings in Foreign Exchange Export Sales at FOB Total 43.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores. Consultation Fees & Others Travelling & Conveyance Royalty Interest on PCFC Loan Total 133 . Actuarial Loss/(Gain) F. Defined Benefit Plan Particulars A.Buildings constructed on leasehold land included in the value of building shown in the Fixed Assets Schedule Particulars Cost Written Down 46. Past Service Cost B. Net Dividend Remitted in Foreign Currency Particulars Amount of final dividend remitted The year to which dividend relates Total number of non-resident shareholders Total number of shares held by them on which dividend was due Amount of interim dividend remitted The year to which dividend relates Total number of non-resident shareholders Total number of shares held by them on which dividend was due 45.Annual Report 14 -15 (All amounts in ` crores. Expected return on Plan Assets E. Current Service Cost C. unless otherwise stated) 44. Total expenses recognized during the year . Interest Cost D. Defined Benefit Plan Expenses recognized during the period: A. (A+B+C+D+E) 134 . Change in Plan Assets : (Reconciliation of opening and closing balances) I. Fair value of planned assets as on 31. Reconciliation of opening & closing balances of obligations : I. Current service cost IV. Employer Contribution V.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited Particulars B.03.2015 Deficit/(Surplus) E. Obligation as on 31.03. Settlement VI. Fair value of Plan Assets as on 31.2014 II. Obligation as on 01.03.04. Actuarial Gain/ (Loss) IV. Obligation as on 31.2015 insurance company for fund managed by it 100% reimbursement right from .2015 ii. Actuarial (Gain)/ Loss VI. Settlement VII. Interest cost V. Closing Obligation vis-a-vis Planned Assets i.03.03.2014 II.2015 D. Expected Return on Plan Assets III.04. Past service cost III. 135 Investment details of plan assets as on 31.2015 C. Fair Value of Plan Assets as on 01. Previous year L. The estimate of future salary increase take in-to account regular increment .99). CY. machine & vehicle.Current year. unless otherwise stated) F. Particulars on planned assets have been ascertained on the basis of last confirmation from Insurance Company. employees and normal retirement age at 58. Information pursuant to AS 19 issued by ICAI relating to Operating Lease (as Lessee) i) The future minimum lease payment under non-cancellable operating lease Building & Machine Cars ii) Lease rent debited to Profit & Loss account of the year Rs 1. Demographics assumptions take into account mortality factor as per IALM (2006-08) ultimate criteria. PY . H. K.Annual Report 14 -15 (All amounts in ` crores. The basis used for determination of expected rate of return is average return on long term investment in Government bonds. lease period not exceeding five years in respect of any arrangement iv) Figures in bracket relates to previous year . Defined Contribution Plan Particulars Provident Fund Employees State Insurance Employees Superannuation Fund Total 47. promotional increases and increment. Actuarial Assumption : (i) Financial Assumption Discount Rate (%) Estimated rate of return on plan assets (%) Salary escalation ratio inflation (%) (ii) Method of computation (iii) Demographic Assumption G. Auditors Remuneration Audit Fees Certification and Others Reimbursement of Expenses Total 48. J. I. iii) Irrevocable lease agreement relates to flat.03 (Previous year Rs 0. 136 . Off balance sheet exposure towards sale instrument of foreign exchange b) Outstanding overseas exposure not being hedged against adverse currency fluctuation i. unless otherwise stated) 49.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores. Export Receivable ii. Packing Credit Loan ii. Overseas Creditors iii. Exposure in Foreign Currency Particulars a) Outstanding overseas exposure hedged by forward option/ contract against adverse currency fluctuation:i. Advances to supplier 50. Investment in Joint Venture Information (Pursuant to AS-27) . 70).67 (Previous year 10.(a) The company is a party to joint venture agreement controlling the management of Forum 1 Aviation Private Limited. Variable component of cost of maintenance is borne by user of the aircraft in proportion to their actual usage and fixed component is shared by all the venturers in proportion to their capital contribution.47 (Previous year 7.63 (Previous year 4.05 (Previous year Rs 4.12) respectively in respect of year under audit as per un-audited accounts of the JCE. a domestic Jointly Controlled Corporate Entity (JCE) with part of its operation akin to jointly controlled operation. (d) Company’s commitment towards revenue expenditure of the JCE amounting to Rs 5. (b) Share of the company in assets.33). the main object of the JCE being maintenance of aircraft for use of venturers or otherwise.14) in respect of borrowing availed by the JCE for acquisition of aircraft which forms part of point 22 of these notes.42 (Previous year 4. 137 . net worth. Rs 8. outside liability. unless realized in cash.14 (previous year Rs 7. (e) The company has furnished guarantee bond for Rs 7.77) appears under investment head in balance sheet of the company. income and expenses not being accounted for herein works out to Rs 9. (f) No income from said investment. Rs 1. The contributions of venturers are towards capital build up of the JCE and periodic contribution towards cost of maintenance of aircraft.77 (Rs 4. Said amount Rs 4.20 (Previous year 2. is recognized in this standalone account.84) and Rs 4.63).68) has been charged to profit and loss account under the head general charges. The participation of the venturers in the affairs of the management of the JCE is through representation in the composition of Board of Directors as agreed in shareholder’s agreement.67%. (c) Stake of the company in terms of percentage of total subscribed and paid up capital of JCE is 16. Rs 5. . 29th May. Independent Director 11. A. UAE Foreign Wholly Owned Subsidiary African Consumer care Limited. Srilanka Foreign Wholly Owned Subsidiary Dabur Tunisie. Sanjay Kumar Bhattacharyya...14) Hobi Kozmetik.... USA Foreign Wholly Owned Subsidiary Asian Consumer care Pvt.. Ltd.Annual Report 14 -15 (All amounts in ` crores. Independent Director (Appointed from 28-Jul-2014) 138 . UAE Foreign Wholly Owned Subsidiary Dabur Egypt Trading Ltd. Ltd. Turkey Foreign Wholly Owned Subsidiary Namaste Laboratories LLC. Pakistan Foreign Subsidiary Naturelle LLC. Egypt Foreign Wholly Owned Subsidiary (ceased w.. Dhaka Foreign Subsidiary Dabur Nepal Pvt. US Foreign Wholly Owned Subsidiary Hair Rejuvenation & Revitalization Nigeria Ltd..f. Brazil Foreign Wholly Owned Subsidiary Dabur Consumer care Pvt. Falguni Nayar. Mr. Nepal Foreign Subsidiary Dabur Egypt Ltd.. Related Party Disclosures: (a) Related parties where control exists:H & B Stores Limited Domestic Wholly Owned Subsidiary Dermoviva Skin Essentials Inc.e. Nigeria Foreign Wholly Owned Subsidiary Asian Consumer care Pakistan Pvt.) Ltd. Ltd. unless otherwise stated) 51. Mrs. Sri Lanka Foreign Wholly Owned Subsidiary Namaste Cosmeticos Ltda. UK Foreign Wholly Owned Subsidiary Dabur International Ltd. USA Foreign Wholly Owned Subsidiary Urban Lab International LLC. Ltd. Egypt Foreign Wholly Owned Subsidiary Dabur (UK) Ltd. Tunisia Foreign Wholly Owned Subsidiary (b) Other related parties in transaction with the company: (I) Joint Venture/Partnership (II) Key Managerial Personnel (III) Directors 10. Nigeria Foreign Wholly Owned Subsidiary Healing Hair Lab International LLC. Turkey Foreign Wholly Owned Subsidiary Ra Pazarlama. USA Foreign Wholly Owned Subsidiary Dabur Lanka (Pvt. Guarantees & Collaterals *Previous Balance as on 31. Post Separation Benefit 7. 384. Sitting Fees B Balance Sheet* 11. Profit & Loss A/c 1.03. Repayment of Loans given 13. Royalty Expense 4. General Expenses 5. Rs. Deposit 10. Loan Given 12.05 (Rs. Reimbursement of Expenses 8. Interest Received on Sec. Remuneration/Pension 6. 410.2014 Notes: A. Employee Stock Option Scheme 9.03. a) Sharing/Directors in Common b) Relatives of Directors Related Parties Transactions as on 31.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores. Ltd.59). Equity Contribution 14. . unless otherwise stated) (IV) Others B. Purchase of Goods/Services 2. Off Balance Sheet Item* 15. Sale of Goods 3. Item referred to in 1 above includes Purchases from Dabur Nepal Pvt.2015 Particulars A. Security Deposit C. 139 . Item referred to in 3 above relates to royalty paid to Dermovi va Skin Essentia ls Inc. 23. 26. 16. unless otherwise stated) B. 19.85. Rs.41. 5. Asian Consum er Care Pakistan (Pvt) Ltd.. Rs. Rs.11 respecti vely).1 0.39 respecti vely (Rs. 12.Annual Report 14 -15 (All amounts in ` crores. Rs. Rs. Naturell e LLC.. C. Asian Consum er Care Ltd.86.17. .95.58. 16. Rs. Item referred to in 2 above includes Sales to Dabur Internati onal Ltd. 85 (Rs. 5. Rs. 0. Item referred to in 8 above relates to ESOP given to Dabur Internati onal Ltd.02 (Rs. Ltd.12). 2.D.05 (Rs. Rs. Item referred to in 9 above relates to interest received on security deposit from Forum 1 Aviation Pvt. 5. F. Item referred to in 12 above relates to loan repaid . Item referred to in 4 above relates to joint venture expense s paid to Forum 1 Aviation Pvt. Nil (Rs. Item referred to in 11 above relates to loan given to H & B stores Ltd.68). 0. 0. H. Rs. Rs. G.66). Ltd.90). E.02). 4. 0. Rs.12 (Rs. 0. 0.20). 52. Rs.58 acres was acquired by U. Rs. Ltd. Figures in bracket relate to previous year. 5. 2. J. Item referred to in 13 above relates to investm ent in equity shares of Forum 1 Aviation Pvt. Government under Land Acquisition Act and the State Government had allotted and given possession of about 4.P.72 acres of land on lease to . Nil (Rs.by H & B stores Ltd. Rs. 4.10). Nil (Rs. I.21) and H & B Stores Ltd. The company’s freehold land situated at Sahibabad measuring about 7.00 (Rs. 68 raised by the District Excise .72 before the Office of Special Land Acquisition Officer. The company has filed a claim for compensatio n of Rs 5. in respect of excise duty demand of Rs 0. 0.the Company in lieu of acquired land. 0. However. 53. Ghaziabad against the land so acquired.49 (Previous year Rs. keeping in view the generally accepted accounting practice. the said claim has not been considered in the books of accounts.49 ) paid by the Company to Excise authorities on behalf of Sharda Boiron Laboratories Limited. Loans and Advances include Rs. now known as SBL Limited. against the Company and Sharda Boiron Laboratories Limited. Ghaziabad. The Hon’ble Supreme Court of India had concurred with the order of the District Excise Officer. Pursuant to the indemnity bond executed M/s by Sharda Boiron Laboratories Limited in favour of the Company and as per the terms and conditions the of contract executed with them. Ghaziabad. which also was decided against the Company.Officer. The Company had filed the review petition before Division Bench of the Hon’ble Supreme Court of India. the recovery proceedings have initiated been by the Company . The matter is pending before Hon’ble High Court of Delhi for the appointment of an arbitrator.21 a long with interest demanded by the Excise Authorities has been paid directly by Sharda Boiron Laboratories Limited to Excise Authorities.06. . The balance amount of Rs. 0. for 0. Necessary adjustments in respect of recovery/refu nd will be made as per the arbitration proceedings.against Sharda Boiron Laboratories Limited Rs. pursuant to the decision of Hon’ble Supreme Court in this regard.49 by invoking the arbitration clause. During the year 1991-92 the company had received a refund of Rs 0. 140 . Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores. Segment Information Pursuant to AS-17 Particulars Revenue External Sales Inter-segment sales Total Revenue Result Segment result Unallocated corporate expenses Operating profit Interest expense Interest income Income Tax (Current + Deferred) Profit from ordinary activities Exceptional/ Extraordinary item Minority Interest Net profit Other Information Segment assets Unallocated corporate assets Total assets Segment liabilities Unallocated corporate liabilities Total liabilities Capiltal Expenditure Depreciation Non-cash expenses other than depreciation . unless otherwise stated) 54. Deferred Employee Compensation under ESOP Particulars Opening Balance Addition during the year Less: Cancelled during the year Less: Amortisation related to subsidiary Less: Amortised during the year Total B. Movement of Provision for Tax Opening Provision Provision made during the year Adjustment during the year with advance tax Previous year provision written back Closing Provision 142 . Movement of Provision against inventories (netted with the value of inventories) Opening Provision Provision made during the year Charged off during the year Closing Provision C. unless otherwise stated) 55. Movement in Provision for Doubtful Debts Opening Provision Provision made during the year Excess provision withdrawn Closing Provision B. A.Annual Report 14 -15 (All amounts in ` crores.Movement in provision A. ESOP Outstanding Opening Balance Addition during the year Less: Deletion during the Year Less: Alloted during the year Total 56. 55) and exchange loss Rs. Figures are rounded off to nearest rupees in crores. Chartered Accountants Firm Regn. 2006 is Rs. 2013. 5.89 towards deferred tax impact. 2015 . 0. 5. thereon) has been charged to surplus under “Reserves and Surplus” head in balance sheet.” 63. Figures for the previous year have been rearranged/regrouped as and when necessary in terms of current year’s grouping. 51717 Place : Jebel Ali .79 (Previous year Rs.57 (Net off Rs. 1956 for reduction of share capital against cancellation of 239568708 numbers of equity shares of Re. a.89). 1. BASU & CO. Amount due to Micro & Small enterprises under MSMED Act. Fixed Assets discarded b. No. Exchange gain works out to Rs.17) relates to hiring charges paid by customers for using Company’s machines.10 (previous year Rs. 1 each not being represented by available assets. Change in accounting practice Following change in assumption of lifespan of fixed assets under Schedule II of Companies Act.07 (previous year Rs. In addition to above. 62. a wholly owned subsidiary.UAE Date : May 5. Exceptional item relates to investment in H & B Stores Limited. As per our report of even date attached for G. bills to the effect as mandated for them. LAHIRI Partner Membership No. 16. 0. Finished goods written down 61. credit terms where of were within period prescribed under statute 58. over aged fixed assets have been reduced to their residual values with consequent reduction amounting to Rs. remaining items of fixed assets have been subjected to depreciation charge at rates which reduce them to their residual values under their revised lifespan which led to decrease in profit by Rs.07 (Previous Year Rs. 7. Sale of Services Rs.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores. 8. There was neither any default nor any delay in payment made to such enterprises. 301174E S. 5. 3. Assets Discarded/Written Down a. b.88 vis-a-vis previous year’s practice. 9. written off during the year on account of Honourable High Court Delhi approving investee’s application made under Section 100(1)(b) of Companies Act. unless otherwise stated) 57.41) and their net impact have been debited to Profit & Loss Account under the head “Finance Cost”. 59. 60. Identification of such enterprises has been made on the basis of their disclosure in correspondences. 143 . making judgments and estimates that are reasonable and prudent. as aforesaid. relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement. Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. Management’s Responsibility for the Consolidated Financial Statements The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act.Annual Report 14 -15 Consolidated Financial Statements Independent Auditor’s Report To. read with Rule 7 of the Companies (Accounts) Rules. The respective Board of Directors of the companies included in the Group and of its jointly controlled entity are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the group and for preventing and detecting frauds and other irregularities. the Consolidated Cash Flow Statement for the year then ended. and the design. 2015 the Consolidated Statement of Profit and Loss. whether due to fraud or error. which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company. 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated financial position. the selection and application of appropriate accounting policies. including the Accounting Standards specified under Section 133 of the Act. and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”). comprising of the Consolidated Balance Sheet as at 31 st March. implementation and maintenance of adequate internal financial controls. 2014. consolidated financial performance and consolidated cash flows of the Group including its jointly controlled entity in accordance with the accounting principles generally accepted in India. that were operating effectively for ensuring the accuracy and completeness of the accounting records. The Members of Dabur India Limited Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of Dabur India Limited (hereinafter referred to as “the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) and its one jointly controlled entity. While conducting the . An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors. 8.79 crores and net cash flows amounting to Rs. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Opinion In our opinion and to the best of our information and according to the explanations given to us. of the consolidated state of affairs of the Group and its jointly controlled entity as at 31 st March. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 2015. In our opinion and according to the information and explanations given to us by the management. the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. is based solely on such unaudited financial statements/financial information. and our report on other Legal and Regulatory requirements below. total revenues of Rs. In making those risk assessments. as considered in the consolidated financial statements. including the assessment of the risks of material misstatement of the financial statements. jointly controlled entity. The procedures selected depend on the auditor’s judgment.audit. 0. we have taken into account the provisions of the Act. the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. and their consolidated profit and their consolidated cash flows for the year ended on that date. whose financial statements / financial information reflect total assets of Rs. whether due to fraud or error. 0.20 crores for the year ended on that date. is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other . as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence obtained by us and the audit evidence obtained by other auditors in terms of their reports referred to in the Other Matters below. 144 Corporate Overview Management Reports Board & Other Matters We did not audit the financial statements / financial information of one jointly controlled entity. in so far as it relates to the amounts and disclosures included in respect of the jointly controlled entity. the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Holding Company has an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. these financial statements/financial information are not material to the Group. and our report in terms of subsections (3) and (11) of Section 143 of the Act in so far as it relates to the aforesaid. Our opinion on the consolidated financial statements. is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.48 crores as at 31st March. 2015. Said financial statements / financial information are unaudited and have been furnished to us by the Management and our opinion on the consolidated financial statements. b. In our opinion. that: a. 2014. In our opinion. and the Consolidated Cash Flow Statement dealt with by this report are in agreement with the relevant books of accounts maintained for the purpose of preparation of the consolidated financial statements. we report. The Consolidated Balance Sheet. to the extent applicable. 2015 taken on record by the respective Board of Directors of the Holding and subsidiary company none of the Directors of such companies is disqualified as on 31st March. As required by the Companies (Auditor’s Report) Order.auditors and the financial statements/financial information certified by the management. 2014. the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act. 2. 2015 from being appointed as a Director in terms of Section 164(2) of the Act. issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements. proper books and accounts as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors. we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the order. based on the comments in the auditors’ reports of the Holding company. the Consolidated Statement of Profit and Loss. read with Rule 7 of the Companies (Accounts) Rules. to the extent applicable. . in our opinion and to the best of our information and according to the explanations given to us: As required by Section 143 (3) of the Act. Financial Statements Dabur India Limited Report on other Legal and Regulatory Requirements 1. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules. and jointly controlled entity – Refer Note 23 and 25 of the consolidated financial statements. e. On the basis of the written representations received from the Directors of the Holding Companies and subsidiary (incorporated in India) as on 31st March. d. one subsidiary company and one jointly controlled company incorporated in India. f. (i) The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group. 2015 (“the Order”). c. required to be transferred. .(ii) The Group and the jointly controlled entity did not have any material foreseeable losses on long term contracts including derivative contracts. Besides there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the subsidiary company and jointly controlled company incorporated in India. to the Investor Education and Protection Fund by the Holding Company. (iii) There has been no delay in transferring amounts. Place: Jebel Ali - UAE Date: May 5, 2015 145 Annual Report 14 -15 Annexure to the Auditor’s Report as per the Companies (Auditor’s Report) Order, 2015 1. a. Proper records have been maintained showing full particulars including quantitative details and situation of fixed assets. b. The fixed assets have been physically verified by the managements at reasonable intervals. As informed, no material discrepancies between book records and the physical inventories have been noticed on such verification. 2. a. The inventories have been physically verified at reasonable intervals during the year by the managements. b. The procedures of physical verification of inventories followed are reasonable and adequate in relation to the size of the Company and the nature of its business. c. On the basis of our examination of the records of inventory, we are of the opinion that the proper records of inventory have been maintained. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of accounts. 3. No loan secured or unsecured has been granted to companies, firms, or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. 4. In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of respective companies and the nature of their businesses for purchase of inventory and fixed assets and on the sale of goods and services. During the course of our audit no major weakness has been noticed in the internal controls. We have not observed any continuing failure on the part of the company to correct major weakness in internal control system. 5. No deposit has been accepted from the public. 6. On the basis of records produced we are of the opinion that prima facie cost records and accounts prescribed by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013 in respect of products covered under the rules under said section have been made and maintained. However, we are neither required to carry out nor have carried out any detailed examination of such accounts and records. 7. a. According to information and explanations given to us, undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other statutory dues, to the extent applicable, were regularly deposited to appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2015 for a period of more than six months from the date of becoming payable. b. The dues on account on Sales Tax, Income Tax, Excise Duty, Service Tax, Wealth Tax, Custom Duty, Value Added Tax and Cess disputed and not being paid, vis-à-vis forums where such disputes are pending are mentioned below:- Amount m where pending (Rs in crs) Central Excise Act, 1944 Sales Tax and Vat Laws Income Tax Act, 1961 Service Tax (Finance Act 1994) Central Sales Tax, Local Sales Tax, Value Added Tax, Entry Tax, etc Income Tax Excise Duty Service Tax 2010-11, 2014-15 1996-97 to 2013-14 1997-98 to 2003-04, 2005-06 to 2011-12 1990-91 to 2000-01, 2006-07 to 2010-11 & 2012-13 2010-11, 2012-13 to 2014-15 2009-10 1993 to 2001 1994-2014 1994-2011 2001-08 146 Corporate Overview Board & Management Reports Financial Statements Dabur India Limited c. According to information and explanations given to us, the amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time. 8. ‘The Holding Company’ does not have accumulated losses at the end of the financial year. The Companies under reference have not incurred cash losses in the financial year. The Holding Company and jointly controlled entity did not sustain cash loss in the immediately preceding financial year. The subsidiary sustained cash loss in the preceding year. 9. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that no default has been made in repayment of dues to any financial institution, bank or debenture holder. 10.No guarantee for loans taken by others from bank or financial institutions has been furnished. 11.The term loans were applied for the purpose for which the loans were obtained. 12.No fraud has been noticed or reported on or by the Company during the year. Place: Jebel Ali - UAE Date: May 5, 2015 147 Annual Report 14 -15 Consolidated Balance Sheet as at March 31, 2015 S l . Particulars No. I EQUITY AND LIABILITIES 1. 2. 3. Non-current liabilities 4. Shareholder's Funds (a) Share Capital (b) Reserves and Surplus Minority Interest (a) Long-Term borrowings (b) Deferred Tax Liabilities (Net) (c) Long-term provisions Current Liabilities (a) Short-term borrowings (b) Trade payables (c) Other current liabilities (d) Short-term provisions Total II ASSETS 1. Non-current assets (a) 2. Fixed Assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress (b) Non-current investments (c) Long-term loans and advances (d) Other non-current assets Current assets (a) Current investment (b) Inventories (c) Trade receivables (d) Cash and Bank balances (e) Short-term loans and advances (f) Other current assets Total Summary of significant accounting policies Contingent Liabilities, capital and other commitments The accompanying notes are an integral part of these financial statements As per our report of even date attached for G. BASU & CO. Chartered Accountants Firm Regn. No. 301174E S. LAHIRI Partner Membership No. 51717 Place : Jebel Ali - UAE Date : May 5, 2015 148 Corporate Overview Board & Management Reports Financial Statements Dabur India Limited Consolidated Statement of Profit and Loss for the year ended March 31, 2015 Particulars I. II. III. Total Revenue (I +II) IV. Gross Revenue from sale of products Less : Excise Duty Net Revenue from sale of products Sale of services Other Operating Revenues Revenue from Operations Other Income Expenses Cost of materials consumed Purchase of stock in trade Changes in inventories of FG , WIP & Stock in Trade Finished Goods Work in Progress Stock in trade Employee benefits expenses Finance cost Depreciation & Amortisation Other Expenses Total Expense V. Profit before exceptional and extraordinary items and tax (III - IV) VI. Exceptional Items VII. Profit before extraordinary items and tax (V - VI) VIII. Extraordinary Items IX. Profit before tax (VII - VIII) X. Tax expense (1) Current tax (2) Deferred Tax (3) Earlier year tax XI. Profit/(Loss) for the year from continuing operations (IX - X) XII. Minority Interest XIII. Profit after Minority Interest XIV. Earnings per equity share in Rs. (before extraordinary items) (1) Basic (2) Diluted XV. Earnings per equity share in Rs. (after extraordinary items) (1) Basic (2) Diluted Summary of Significant Account Policies The accompanying notes are an integral part of these financial statements As per our report of even date attached for G. BASU & CO. No. 2015 149 .Chartered Accountants Firm Regn. LAHIRI Partner Membership No. 51717 Place : Jebel Ali .UAE Date : May 5. 301174E S. CASH FLOW FROM INVESTING ACTIVITIES Acquisition of Fixed Assets Sale of Fixed Assets Purchases of Investment Interest Received Proceed of Sale of Investments Cash Used(-)/(+)Generated in Investing Activities (B) C. 2015 Particulars A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit Before Tax Add: Depreciation Loss on Sale of Fixed Assets Fixed Assets Discarded Deferred Employees Compensation Amortised Provision for Contingent Liability Interest Unrealised Loss/(Gain) in Foreign Exchange Less: Interest Received Profit on Sale of Investment Profit on Sale of Assets Operating Profit Before Working Capital Changes Working Capital Changes (Increase)/Decrease in Inventories (Increase)/Decrease in Trade & Other Receivables Increase/(Decrease) in Trade Payables And Other Payables (Increase)/Decrease in Working Capital Cash Generated From Operating Activities Tax Paid Cash Used(-)/(+)Generated from Operating Activities (A) B. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Share Capital & Premium Repayment(-)/Proceeds (+) of Long Term Loan Repayment(-)/Proceeds(+) from Short Term Secured Loan Repayment(-)/Proceeds(+) from Short Term Unsecured Loans Payment of Dividend Corporate Tax on Dividend Interest Paid Cash Used(-)/+(Generated) in Financing Activities (C) Net Increase(+)/Decrease (-) in Cash and Cash Equivalents (A+B+C) Cash and Cash Equivalents Opening Balance Unrealised Gain/(Loss) on Foreign Currency .Annual Report 14 -15 Consolidated Statement of Cash Flow ( Pursuant to AS3) Indirect Method for the year ended March 31. BASU & CO. LAHIRI Partner Membership No. 2015 150 .Cash and Cash Equivalents Closing Balance Cash and Cash Equivalents (Year End) Balances with Banks with restatement Cheques / drafts in hand Cash-in-Hand As per our report of even date attached for G. No. Chartered Accountants Firm Regn. 51717 Place : Jebel Ali .UAE Date : May 5. 301174E S. 2015 1. (Sahibabad). All assets and liabilities have been classified as current or non-current as per the company’s normal operating cycle and other criteria set out in Schedule III to the Companies Act. The company has manufacturing facilities across the length & breadth of the country and Research and Development center in U.1 Basis for preparation of accounts The accounts have been prepared in accordance with the historical cost convention under accrual basis of accounting as per Indian GAAP.1. is reported in notes to accounts in the year of incorporation of revision. The company is one of the leading FMCG players dealing in consumer care and food products.1.2 Use of Estimates Indian GAAP enjoins management to make estimates and assumptions that affect reported amount of assets. 2. Any revision in accounting estimates is recognized prospectively from current year and material revision. (mSXI). other pronouncement of ICAI. Company Information Dabur India Limited (the ‘Company’) is a domestic public limited company and is listed on the Bombay Stock Exchange Ltd. 2013. [BSE].1. [NSE] and Metropolitan Stock Exchange of India Ltd. selling arrangements being primarily in India through independent distributors except for institutional sales which are handled directly. provisions of the Companies Act and guidelines issued by SEBI as applicable. 2. Accounts and Disclosures thereon comply with the Accounting Standards specified in Companies (Accounting Standard) Rules. . Significant Accounting Policies 2. 2. Actual result could differ from such estimates.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited Notes to the Consolidated Financial Statements for the year ended March 31. the financial statement relate to. liabilities. including its impact on financial statement. revenue.P. 2013 read with Rule 7 of the Companies (Accounts) Rules. 2014. 2006 which continue to apply under Section 133 of the Companies Act. expenses and contingent liabilities pertaining to years. National Stock Exchange of India Ltd. 100% right wherein is exercised by Dermoviva Skin Essentials Inc)  Urban Laboratories International LLC (a wholly owned subsidiary body corporate incorporated in USA. Ltd.5% stake wherein is held by Dabur International Ltd.)  Dabur Egypt Ltd. Ltd. & Dabur India Ltd.99% stake where in is held by Dabur International Ltd. 97. incorporated in USA. (a wholly owned subsidiary body corporate incorporated in British Virgin Island. Consolidated herein are the accounts of: Dabur India company) Limited (the parent  H & B Stores Limited (a wholly owned subsidiary company incorporated in India)  Dabur International Ltd. (a wholly owned subsidiary body corporate incorporated in Sri Lanka . 100% right wherein is exercised by Urban Laboratories International LLC)  Healing Hair Laboratories International LLC (a wholly owned body corporate incorporated in USA. (a wholly owned subsidiary body corporate incorporated in Egypt. 100% stake in each is held by Dabur International Ltd  Dabur Lanka (Pvt..) 151 Annual Report 14 -15   Dermoviva Skin Essentials Inc (a wholly owned subsidiary body corporate incorporated in USA. 90% stake wherein is held by Dabur International Ltd. 76% & 24% of stake wherein  Asian Consumer Care Pvt. (a subsidiary body corporate incorporated in Nepal.79% and 2. Ltd. (a wholly owned subsidiary body corporate incorporated in Nigeria. respectively) Namaste Laboratories LLC (a wholly owned subsidiary body corporate.)  African Consumer Care Ltd. & 10% stake held by Dabur (UK) Ltd. (a wholly owned body corporate incorporated in Brazil. (a subsidiary body corporate incorporated in Pakistan. 100% stake wherein is held by Dabur International Ltd. 100% stake wherein is held by Dabur International Ltd. 76% stake wherein is held by Dabur International Ltd. 99. 100% rights wherein is exercised by Namaste Laboratories LLC)  Namaste Cosmeticos Ltda. 100% rights wherein is exercised by Namaste Laboratories LLC)  Two wholly owned overseas subsidiary body corporate incorporated in Turkey named Hobi Kozmetik and RA Pazarlama.2 Principles of consolidation i.) Ltd. (a subsidiary body corporate incorporated in Bangladesh. respectively) (All amounts in ` crores. (a wholly owned subsidiary body corporate incorporated in Nigeria. 100% right wherein is exercised by Namaste Laboratories LLC)  Hair Rejuvenation and Revitalization Nigeria Ltd. 97.21% stakes wherein are held by Dabur International Ltd. and Dabur International Ltd.)  Naturelle LLC (a subsidiary body corporate incorporated in Emirate of RAS AI Khaimah. unless otherwise stated) 2.)  Dabur Nepal Pvt. owned subsidiary body incorporated in Isle of MAN) (a wholly corporate  Dabur (UK) Ltd. )  Asian Consumer Care Pakistan Pvt.are held by Dabur (UK) Ltd. (a wholly owned subsidiary body corporate incorporated in Sri Lanka 100% stake wherein is held by Dabur International Ltd) Dabur Tunisie (a wholly owned subsidiary body corporate incorporated in Tunisia 99% stake wherein is held by Dabur International Ltd. income and expenses. bi. Subsequent accountal thereon remain on line to line basis. d. their assets were due for capitalization) on account of exchange fluctuation has been credited to capital reserve. b. unless otherwise stated) Aviation Pvt. stake of parent company being 16. In respect of foreign subsidiaries. In addition to the above. Subsequent generation of reserve other than that of the nature of capital reserve including gain/ loss arising on account of translating the transactions of the year.e. the date. Investments of parent company in subsidiaries are eliminated against respective proportionate stake of parent company therein on the respective dates when such investments were made by way of debiting/crediting the difference of the two in goodwill/ capital reserve. c. after fully eliminating intragroup balances and intra-group transactions and resulting in unrealized profits or losses. (a domestic corporate entity jointly controlled by parent company with others. proportionately consolidated herein is the accounts of Forum 1 (All amounts in ` crores.) ii. and 1% held by Dabur (UK) Ltd. liabilities & reserves for consolidation. 2. The financial statements of the parent company and its subsidiary companies have been combined on a line-by-line basis by adding together the book values of like items of assets. rise in the value of stake of parent company in terms of reporting currency upto the date of commercial production (i. liabilities. Entities joining business combination during the year / earlier years were accounted for at immediate post merger / amalgamation / acquisition point in terms of note no. Ltd. Ltd. The consolidated financial statements have been prepared on the basis of AS-21. yearend assets . under pooling of interest method read with the following basic assumptions: a.100% stake wherein is held by Dabur International Ltd)   Dabur Consumer care Pvt.67% therein) on the basis of un-audited results.16 which provides their initial basis of worth of assets. Minority interest. Translation of overseas subsidiaries from foreign currencies to reporting currency a. 2. along with other segments of reserve attributable to minorities has been disclosed in the consolidated financial statement separately from liability and equity of shareholders of parent company. Minority interest. . All assets/ outside liabilities and income/ expenses of overseas subsidiaries have been translated in reporting currency in terms of exchange rates prevailing on year-end date and average monthly rate respectively on the basis of non-integral operational approach under revised AS11 there by accounting for aggregate of net impact in exchange fluctuation in these regards as exchange reserve shown under broad head of “Reserve and Surplus”. where lying. Sales comprise of sale price of goods including excise duty but exclude trade discount and Sales Tax/Vat. pertaining to transactions among group companies/ branches.and liabilities of the foreign subsidiaries for the purpose of consolidating with parent company’s assets at exchange rates ruling on year-end-date has been recognized as reserve specifically earmarked for the purpose. The consolidated financial statements are prepared by adopting uniform accounting policies for like transactions and other events in similar circumstances and are presented to the extent possible. Relevant of Income and a. b. in the net income of consolidated subsidiaries have been adjusted against the income of the group so as to arrive at net income attributable to the parent company only. consisting of equity attributable to them on the date such investments were made by the parent company and movement in their equity since the date of parent subsidiary relationship. 2.3.4. Sales and purchases are accounted for on the basis of passing of title to the goods. v. b. at rates different from those at which they were initially recorded are accumulated under exchange fluctuation reserve. in the same manner as the parent company’s separate financial statements unless stated otherwise. 152 Corporate Overview Reports Board & Management component of exchange fluctuation reserve is amortisable as per para 46A of AS-11. Exchange difference arising on reporting of Long term foreign currency monetary items. Recognition Expenses iv. taxes and other expenses incidental to acquisition and installation. All expenses are provided on accrual basis unless stated otherwise.e. unless otherwise stated) c. Fixed Assets a. duties. d. For New Projects. However profit. i. 2013 except for Moulds which are depreciated in four years on straight line method based on technical advice. Depreciation on Fixed Assets has been provided on straight line method in terms of life span of assets specified in Schedule II of the Companies Act. Income/loss from future trading of commodities. forming part of subsidy scheme granted. e.6. Annual Report 14 -15 assets (i. if any. is to be recognized at the closing point of the contract. Leasehold improvements in H & B Stores Ltd. Impairment/discarding of Assets a. are amortized over the lower of estimated useful life or lease period. Patents and trademarks are being amortized over the period of ten years on straight line basis. Fixed assets are stated at carrying amount i. prior to the date of their takeover. Depreciation is charged on net fixed assets after deduction of subsidy amount. 2013. Softwares are being amortized over the period of five years on straight line basis. accruing on open contracts on balance sheet date is ignored. g. all direct expenses and direct overheads (excluding services provided by employees in company’s regular payroll) are capitalized. balancing charge) is transferred from profit & loss account to capital reserve. h. 2.Financial Statements Dabur India Limited (All amounts in ` crores. d. b. cost less accumulated depreciation. e. The company identifies impairable fixed assets based on cash generating unit concept for tangible fixed assets and asset specific concept for intangible fixed assets at the year end in terms of Clause 5 to 13 of AS-28 and Clause 83 of AS-26 respectively for the purpose of arriving at impairment loss thereon. loss if any occurs on balance sheet date is recognized.e. forming part of inputs. written down value of their assets are subjected to depreciation charge under straight line method at rate which enables respective assets to be amortized within their respective k. Fixed assets inherited from entry of new entity in business combination pursuant to its acquisition by the group are carried at price corresponding assets were held in the books of newly acquired entity at the point of its acquisition. During sale of fixed assets. In respect of fixed assets of new entrants in the group having followed different basis of charging depreciation. Stores and fixtures in H & B Stores Limited are amortized over a period of eight years. j. if any. All the other incomes have been accounted for on accrual basis except for those entailing accounting on realization basis under AS-9 on the ground of uncertainty factor. For open contracts. any profit earned towards excess of sale value over gross block of 153 life span assessed under Schedule II of the Companies Act. by way of proportionate allocation of subsidy amount thereon.5. l. Cost includes freight. being the difference between the book value and recoverable value of relevant . c. Capital Subsidy received against fixed capital outlay is deducted from gross value of individual fixed assets. 2. f. damage. if any. c. Deferred Entitlement Travel Concession on Leave In terms of opinion of the Expert Advisory Committee of the ICAI. Investments in Subsidiaries.9. redundancy & un-usability at the year end. unless otherwise stated) of assets thereby ruling out the cause of further arriving at their net-sellingprice and exigency of provision against impairment loss. Further the company has assessed recoverable value of each CGUs and each intangible asset based on value-inuse method. Investment Investments that are readily realizable and are intended to be held for not more than one year at the point of acquisition are classified as “Current investments”. Finished Goods : Cost of input plus appropriate overhead 2. Current investments are stated at the lower of cost and fair value. Work-in-progress : Cost of Input plus overhead upto the stage of completion c.assets. Stores & Spares : Moving Weighted Average basis b. other than temporary. Long term investments are stated at cost. Such assessment indicated the value in use of corresponding assets higher than corresponding carrying cost (All amounts in ` crores. 2. Impairment loss. Inventories Inventories are valued at the lower of cost or net realizable value. A provision for diminution is made to recognize a decline.10.8. individual tangible fixed assets of various Cash Generating Units (CGUs) are identified for writing down on the ground of obsolescence. Research Expenditure and Development Revenue expenditure on research & development is expensed as incurred including contribution towards scientific research expenses. when crystallizes. b.7. Raw material. 2. Packing Material. Apart from test of impairment within the meaning of AS-28. in the value of Non current investments. Joint Ventures and Associates are held for long term and valued at cost reduced by diminution of permanent nature therein. 2. the Company has . No profit or losses of subsidiaries are accounted for. All other investments are classified as “Non-current investments”. is charged against revenue of the year. Basis of determination of cost remains as follows: a. Excise etc. when reliably estimable. 154 Corporate Overview Reports 2. Board & Management Retirement Benefits Liabilities in respect of retirement benefits to employees are provided for as follows: a.12. Contingent Liabilities Disputed liabilities and claims against the company including claims raised by fiscal authorities (e. 1961. Deferred tax is recognized. However. is recognized in accounts.g. ii. iii.). 2. Provident fund & ESI on the basis of actual liability accrued and paid to trust / authority. Post separation benefits of Directors on the basis of actuarial valuation as per AS-15. Liability for superannuation fund on the basis of the premium paid to insurance company in respect of employees covered under Superannuation Fund Policy. pending in appeal/court for which no reliable estimate can be made of the amount of the obligation or which are remotely poised for crystallization are not provided for in accounts but disclosed in notes to accounts. .11. Leave Salary of employees on the basis of actuarial valuation as per AS-15. Sales Tax . on timing differences being the difference between taxable income and accounting income that originate in one year and capable of reversal in one or more subsequent years. present obligation as a result of past event with possibility of outflow of resources.13. b. 2. Defined Benefit Plans: i. ii. Defined Contribution Plans: i. subject to the consideration of prudence. Income Tax. Gratuity Liability on the basis of actuarial valuation as per AS-15. Income Tax and Deferred Tax The liability of company on account of income tax is estimated considering the provisions of the Income Tax Act.provided liability accruing on account of deferred entitlement towards Leave Travel Concession in the year in which the employees concerned render their services. 2.Financial Statements Dabur India Limited (All amounts in ` crores.14. Impact of currency fluctuation on current assets/ current or outside liabilities of individual entities with reference to currency of reporting in countries of their incorporation are charged to revenue. With the exercise of option and consequent issue of equity share. Nominal value of shares against enhanced options is financed by the company at the point of exercise of such option by employees against utilization of general reserve/security premium. iii. If balance sheet of transferor/acquired entity has any compulsory/statutory reserve at point of its transfer/acquisition. Transactions of parent and domestic subsidiaries with overseas parties are recognized at currency rate ruling on the date of transaction. d. liabilities appearing in books of new entrant on the date of its take over for the purpose of arising at the figure of goodwill/capital reserve. b. unless otherwise stated) 2. 2. Employee (ESOP) Stock Option Purchase Aggregate of quantum of option granted under the scheme in monetary term (net of consideration of issue to be paid in cash) in terms of intrinsic value has been shown as Employees Stock Option Scheme outstanding in Reserve and Surplus head of the Balance Sheet with corresponding debit in deferred Employee Compensation under ESOP appearing as negative item as part of shareholder’s fund as per guidelines to the effect issued by SEBI.15. Gain or loss arising towards rise/fall of overseas currency vis-a-vis reporting currency is accounted for in statement of profit and loss. b. excess/ shortfall of consideration money over vis-à-vis net assets (gross assets less outside liabilities) inherited under such deal is accounted for as goodwill/amalgamation or capital reserve.16. a. Entitlement of option rises proportionately with the issuance of bonus. liabilities appearing in transferor entity on the date of such merger / amalgamation for the purpose of arriving at the figure of goodwill or amalgamation reserve. c. ii. During the course of merger/amalgamation/ acquisition under purchase method. Employees’ contribution for the nominal value of share in respect to option granted to employees of subsidiary company is being reimbursed by subsidiary companies to holding company. Merger/Amalgamation: Merger / Amalgamation (of the nature of merger) of other company / body corporate with the group is accounted for on the basis of 155 Annual Report 14 -15 purchase method. Business combinations i. Deferred employees compensation under ESOP is amortized on straight line method over the vesting period. said reserves are retained subsequently under the Reserve & Surpluses against creation of new head called “Amalgamation Adjustment Account” accounted for under the head of . Acquisition: Any new entity joining business combination consequent upon acquisition of its shares/rights by any of the entities in group is accounted for under purchase method. assets and liabilities of the new entrant been accounted for as per book value of assets. corresponding ESOP outstanding is transferred to share premium account. the assets / liabilities being accounted for in terms of book values of assets. Foreign Currency Translation a. Operating Leases Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Earnings Per Share Basic Earnings per share is calculated by dividing the net profit for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The operating segments are the segments for which separate financial information are available and operating profit/loss there from are evaluated regularly by the management for allocation of resources and assessment of performance.19.17. unless otherwise stated) Segment Reporting The Company identifies primary segments based on the pre-dominant sources of risk effects and 3. For the purpose of calculating diluted earnings per share. expenses. Sl No. assets and liabilities which relate to the company as a whole which are not allocable to segments on direct and/or reasonable basis have been included under “unallocated revenue/ expenses/assets/liabilities”. Lease rentals for operating leases are charged to statement of profit & loss on accrual basis in accordance with the respective lease agreements. 2.Miscellaneous Expenditure in assets side of the balance sheet.18. Revenue. 2. 2. the net profit for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares. Share Capital Particulars of Shares: returns depending on organization and of the management and internal financial reporting system. (All amounts in ` crores. (i) 156 Class of Shares Equity Shares . proposed dividend Rs. bonus issue Rs.85 depreciation charge on over aged fixed assets (Note 48 ) and added by Rs. 22.53 (PY Rs. 256.86 (PY Rs.04). 2. Rs. unless otherwise stated) 4. Reserve & surplus has been netted off by interim dividend Rs. 3. 158.02).02). Legal reserve Rs.15 PY Rs.56 (PY Rs.65) 3. Reconciliation of Exchange Fluctuation reserve (pursuant to Clause 40(b) of AS-11) Opening Balance Exchange Gain against translation of fixed assets * Exchange Loss against others Transferred to Minority Interest Closing Balance * Closing balance of fixed assets of overseas subsidiaries has been translated in terms of year end exchange rate thereby adding to exchange fluctuation reserve by Rs. 0.39 (PY Rs.93 & entire special reserve represent statutory reserve inherited from two subsidiaries all incorporated in Turkey.63) Exchange Fluctuation Reserve General Reserve Surplus / (deficit) Total Note: 1.154. having joined the group during financial year 2010-11 which has been retained as above against corresponding debit in the amalgamation adjustment account. 5. 14. Reserves & Surplus Particulars Capital Reserve Securities Premium Reserve Legal Reserve Special Fund Employee Housing Reserve Fund ESOP Outstanding (Net of Deferred Employee Compensation Rs. 2.33 towards deferred tax implication on depreciation charge. 6. Minority Interest Particulars Share Capital Share Premium General Reserve Exchange Fluctuation Reserve Surplus Total . 204.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores. 153. 0. 7. 157 . Annual Report 14 -15 (All amounts in ` crores. unless otherwise stated) 6. former being liable to fiscal obligation on profit/loss of subsidiaries apart from its own operating results. Nature of Borrowing i) Term loans . having inter-alia other subsidiaries incorporated in USA. 8. Deferred Tax Liabilities (Net) Particulars Deferred Tax Liability : Depreciation Less: Deferred Tax Assets : Provision for Disputed Liabilities Provision for Service Benefits Provision for Doubtful Advances Provision for Doubtful Debts Business Loss Others Net Deferred Tax Liability Deferred Tax Liability provided during year Adjustment on account of implementation of Schedule II of Companies Act. 7. No. Long-Term provisions Particulars For Retirement Benefits (Directors) For Severence Compensation Total 158 . Long Term Borrowing Sl.from Bank ii) Other loans & advances Total Note: There is no default in repayment of principal loan or interest thereon. These attributes to recognition of deferred tax asset against relevant unabsorbed loss. Sustaining of loss is for temporary period part of which has regularly been offset by net surplus generated by its subsidiaries thereby virtually confirming realisability of loss at given period of time in future. 2013 (Decrease)/Accretion in Deferred Tax Liability Note: Deferred tax assets recognized against unabsorbed business loss relates to a US based subsidiary. Nature of Borrowing i) Cash Credits from Bank ii) Packing Credit Loan from Banks iii) Other loans from Banks iv) Overdraft of Current Account Total Note: There is no default in repayment of principal loan or interest thereon.58) For Others For Disputed Liabilities For Bonus For Proposed Dividend For Dividend Tax Total 159 13. PY Rs. 10.13. 460. Trade Payables Particulars Creditors for Goods and Services Acceptances Total 11. Short Term Provisions For Leave Encashment For Gratuity Payable For Post Separation Benefit of Directors For Taxation (net of advance tax Rs. No. 354. Short-Term Borrowings Sl. Fixed Assets . unless otherwise stated) 9.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores. Other Current Liabilities Component of term loan repayable within a year Unpaid dividends Creditors for Capital Goods Security Deposits Advances from Customers Interest accrued but not due on loans Statutory Liabilities Other payables Total 12. i. iii. . T a n g i b l e A s s e t s ii. . PY: 80 units of face value of Rs. Exim Bonds (CY: 650 units. (CY: 100 units. 10000 161 . Sanat Products Ltd. PY: 650 units of face value of Rs.* (CY: 270000 shares. DVC bonds (CY: 96 units. H. L. PY: 100 units of face value of Rs. 25 crores (PY : Face value of Rs. unless otherwise stated) 14. National Saving Certificates b. Investment in Government or Trust Shares / Securities (unquoted) A. Tamil Nadu SDL of the face value of Rs. PY: 37086 units of face value of Rs. 10 each) AI. Nil crores) M. K. PY: 183715 units of face value of Rs. PY: 500 units of face value of Rs. (CY: 80 units. PY: Nil units of face value of Rs. Dabon International Ltd. I. 100 IDFC Limited (CY: 900 units. NHAI Bonds (CY: Nil units.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores. Other than trade a. 10 crores (PY : Face value of Rs. 100 LIC Housing Finance Limited (CY: 850 units. 12500 HDFC Ltd. Indian Railway Finance Corporation (CY: Nil units. PY: 158753 units of face value of Rs. Non-Current Investments Particulars I. 100 F. 1000 GOI Securities of the face value of Rs. 100 each) B. PY: 18000 shares of face value of Rs. Trade Investment (unquoted): Investment in Fully paid equity Instruments A. 10 C. 1 E. 10 each) C. 1 (CY: 1550 units. PY: 270000 shares of face value of Rs. Rural Electrification Corporation (CY: Nil units. PY: Nil units of face value of Rs. 10 B. Nil crores) N. Investment in Bonds (quoted) -Fully paid A. PY: 50000 shares of face value of Rs. J. PY: Nil units of face value of Rs. PY: 800 units of face value of Rs. Power Finance Corporation (CY: Nil units. 10 D. 1000 ICICI Bank Limited (CY: 100 units. Nil crores) Maharashtra SDL of the face value of Rs. PY: 150 units of face value of Rs. 1000 (CY: 1400 units. (CY: 18000 shares. Power Grid Corporation Bonds (CY: 700 units. 415 crores (PY : Face value of Rs. 1 (CY: Nil units. (CY: 50000 shares. Shivalik Solid Waste Management Ltd. PY: 350 units of face value of Rs. PY: 142393 units of face value of Rs. PY: 200 units of face value of Rs. 100 G. (CY: 23126 units. 10 D. FD with IL&FS Total Less: Provision for dimunition in carrying cost* Net Amount Footnote: 1. 1 d. PY: 23126 units of face value of (CY: Nil units. FD with Mahindra & Mahindra B. 10 B. Syndicate Bank (CY: 18750 units. Investment in Bonds (Unquoted)-Fully paid A. PY : 18750 units of face value R C. PY : 18750 units of face value R E. PY: 250 units of face value of Rs.Annual Report 14 -15 Particulars O. 100 F. Aggregate cost of quoted investment b. PY: 250 units of face value of Rs. NCD of Reliance Capital Ltd. Bajaj Finance Limited (CY: 250 units. Ltd. a. PY: Nil units of face value of Rs. PY: 100 units of face value of Rs. (CY: 250 units. PY: Nil units of face value of Rs. 10 E. 10 SBI Card payment (CY: 118 units. (CY: Nil units. 10 C. Investment in non-convertible debentures (unquoted)-Fully paid A. PY: Nil units of face value of Rs. Aggregate amount of unquoted investments 162 . NCD of Bajaj Finance Ltd. 10 Indian Overseas Bank (CY: 18750 units. (CY: 5 units. Investment in Zero Coupon Bonds (unquoted)-Fully paid A. Fixed Deposits with others (Unquoted) A. Tata Capital Financial Services Limited (CY: 250 units. PY : 18750 units of face value R B. PY: Nil units of face value of Rs. 10 e. Axis Bank (CY: 18750 units. 1 B. PY : 18750 units of face value R D. IDBI Bonds (CY: 68000 units. Union Bank of India (CY: 18750 units. (CY: 62 units. c. PY : Nil units of face value Rs. NCD of Shriram Transport Finance Co. (CY: 200 units. PY: 5 units of face value of Rs. 1 f. NPCIL Bonds P. Aggregate market value of quoted investment c. 10000 (CY: 150 units. NCD of Fullerton India Credit Co. PY: Nil units of face value of Rs. PY: 250 units of face value of Rs. PY: Nil units of face value of Rs. NCD of Sesa Sterlite Ltd (CY: 250 units. NCD of Air India Ltd. Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores.1758 units. (PY: Face value of Rs. 272. 10 eac Indiabulls Mutual Fund (CY: 552145. 2 (PY: Face value of Rs. 10 ea DWS Mutual Fund (CY: Nil units. 10 eac UNION KBC Mutual Fund (CY: 341975. AI. PY: Nil units of face value of Rs.78 units. Sundram Mutual Fund I. G.14 units. 50 crores) . PY: Nil units of face value of Rs. J. Reliance Mutual Fund (CY: Nil units. PY: Nil units of face value of Rs. PY: Nil units of face value of Rs. 1001. Other than trade . Mutual funds (Quoted) A. 10 e H. unless otherwise stated) 15. 1 JM Financial Mutual Fund (CY: Nil units. D.1758 units of face value of R Reliance Capital Limited of the face value of Rs. PY: 4170. 50 crores) Kotak Mahindra Prime Ltd. Current Investments A. PY: Rs. 10 eac L&T Mutual Fund (CY: Nil units. Other Non Current Assets Amalgamation Adjustment Account Bank Deposit maturing after 12 months Total Note: Amalgamation adjustment account refers to adjustment of retaining statutory and compulsory reserves of entities merged in the earlier years under Purchase method. 50 crores (PY: Face value of Rs. PY: 4523889 units of face value of Rs. 1000 eac ICICI Prudential Mutual Fund (CY: 5000000 units. PY: 2721178 units of face value of Rs. B. C. F.94 units.73. of the face value of Rs. PY: Nil units of face value of Rs. PY: 77898 units of face value of Rs. 272. Long Term Loans & Advances Particulars Advance Payment of Tax (Net of provision of Rs. B. PY: 60804 units of face value of Rs. 1000 e (CY: 10000000 units. Commercial Papers (Unquoted) A. 163 (CY: 13007554. E. 25 crores) Kotak Mahindra Investments Ltd.73) Capital Advance Security Deposits with Govt Authorities Total 16. PY: 289773 units of face value of Rs.Fully paid I. 1 Baroda Pioneer Mutual fund (CY: 599.1 UTI Floating Rate Plan (CY:4170. 17. C.583 units. Fixed Deposits with others (Unquoted) A. 1000000 e B. FD with PNB Housing Finance Ltd. 75 crores) E. Tata Capital (PY: Face value of Rs. NCD of Reliance Capital Limited (CY : Nil units. 50 crores) IV. (PY: Face value of Rs. B. 25 crores) F. Inventories Raw Materials Packing Materials Work-in-Progress Finished goods Stock-in-trade Stores & spares Total 164 . NCD of LIC Housing Finance (CY : Nil units. FD with HDFC Ltd C. 25 crores) G. (PY: Face value of Rs. Non-convertible debentures (unquoted) A. Total Note: 1. FD with IL&FS Financial Services Ltd. Ltd. 1000000 e C. Egyptian Treasury Bills VI. Andhra Bank (PY: Face value of Rs. PY: 200 units of face value of Rs.Annual Report 14 -15 Particulars D. 25 c (PY: Face value of Rs. ICICI Securities Ltd. IDFC Ltd. NCD of Shriram Transport Finance Co. PY: 250 units of face value of Rs. Fullerton India Credit Co. Certificate of Deposits (Unquoted) A. 25 crores) BI. PY: 400 units of face value of Rs. (CY : Nil units. 1000000 e V. Investment in Bonds (unquoted) -Fully paid A. a) Aggregate cost of quoted investment b) Aggregate market value of quoted investment c) Aggregate amount of unquoted investments 18. of the face value of Rs. unless otherwise stated) 19.70.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores. Cash & Bank Balances A. PY: Rs. Total (A) B. Short-Term Loans & Advances Advances to Suppliers Advances to Employees Balance with Govt Authorities Advance Payment of Tax (Net of provision of Rs. 4. 4. Fixed Deposit maturing after 12 months Total (A+B+C) Less: Fixed Deposit maturing after 12 months Total Cash & Bank Balances Footnote: 1. Trade Receivables Particulars Unsecured: Debts outstanding for a period exceeding six months since due date for payment Considered good Considered doubtful Less: Provision for doubtful debts Other debts : Considered good Total 20.70) Deposit with others Others Total 165 . Other Bank Balances include: Other commitment (Fixed Deposits pledged with Govt Authorities) 21. Cash and Cash Equivalents Cash in hand Cheques / drafts in hand Balances with Banks Current Accounts Term Deposit maturing within three months Other Bank Balances Term Deposit maturing after three months but before twelve months Unpaid Dividend account Total (B) C. ii) Withdrawal of provision relates to crystallization of liability in actual & subsequently payment made by company in relevant context. Contingent Liability Claims against the company not acknowledged as debts 1) Civil cases filed against the company 2) Claims by employees 3) Excise duty/Service tax matters 4) Sales tax matters 5) Income tax matters 24. CD's and Govt Bonds Export Incentives Receivables Other Receivables 23. b. Information pursuant to AS-29 Nature of Liability Sales Tax Entry Tax Excise Service Tax Income Tax Misc Case i) Resulting outflows against above liabilities pending before Sales Tax DC/Tribunal/CCT’s. if mature. Other Current Assets Particulars Unsecured and Considered Good Interest accrues on FDs. iv) Remote risk possibility of further cash outflow is presumed pertaining to contingent liabilities listed in point 23 & 24 above. d. Capital Commitment a. 166 .Annual Report 14 -15 (All amounts in ` crores. are expected to be in succeeding financial year. iii) Provisions are made herein for medium risk oriented issues as a measure of abundant precaution. unless otherwise stated) 22. c. Capital Commitments Estimated Amount of Contract in capital account remaining to be executed and not provided for Other commitments Bank Guarantees Letter of credits Bills discounted 25. CP's. e. g. f. Other Income a. b. Changes In Inventories of Finished Goods. Revenue from Operations Particulars a. Sale of Products Sale of Services Other Operating Revenues Export Subsidy Sale of Scrap Display Income & Dealers Regs Fees Less Excise Duty d. h. Interest Income Net gain/(loss) on sale of Current Investments (other than trade) Revaluation (gain)/ loss on Investments Gain on Sale of Fixed Assets Bad Debt Provision written back Liability written back Rent Received Miscellaneous Receipts Total 28. Total 27.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores. B. unless otherwise stated) 26. d. Raw material consumed Packing material consumed Total 29. Work-In-Progress and Stock-in-trade Opening Inventories Finished Goods Work in Progress Stock-in-trade Closing Inventories Finished Goods Work in Progress Stock-in-trade Total 167 . c. Cost of Material Consumed A. b. Purchase of Stock in Trade Purchase of Goods Total 30. c. Annual Report 14 -15 (All amounts in ` crores. Wages and Bonus Contribution to Provident and Other Funds Workmen and Staff Welfare Director's Remuneration ESOP Expenses (Amortisation of Deferred Employees Compensation under ESOP) Total 32. Salaries. D. Finance Cost A. C. B.Discount and Rebate Advertisement and Publicity Travel and Conveyance Legal and Professional Telephone and Fax Expenses Security Expenses General Charges Director's Fees Auditor's Remuneration Donation Corporate Social Responsibility Research & Development Expenditure Provision for Doubtful Debts Loss on Sale of Fixed Assets Fixed Assets Discarded Provision for Doubtful Advances Provision for liabilities disputed Total 168 . Depreciation and Amortisation Depreciation on Tangible Fixed Assets Amortisation of Intangible Fixed Assets Total 34. Total Interest Expense Bank Charges Net (gain)/loss on foreign currency transaction 33. B. E. C. unless otherwise stated) 31. Other Expenses Increase/(Decrease) in excise duty component of non duty paid inventory Power and Fuel Stores and Spares Consumed Repair to Building Repair to Plant and Machinery Repair to Others Processing Charges Rates and taxes Rent Insurance Sales Tax Freight and Forwarding Charges Commission. Employee Benefits Expenses Particulars A. 04.2014 II. Accumulated Loss/(Gain) F. Actuarial (Gain)/ Loss . unless otherwise stated) 35. now known as SBL Limited.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores. Ghaziabad. 0. Particulars Cost Written Down 36. The matter is pending before Hon’ble High Court of Delhi for the appointment of an arbitrator . Current Service Cost C.49 (Previous year Rs. Expected return on Plan Assets E. Past service cost III. The parent company had filed the review petition before Division Bench of the Hon’ble Supreme Court of India. The Hon’ble Supreme Court of India had concurred with the order of the District Excise Officer.49) paid to Excise Authorities on behalf of Sharda Laboratories Limited. Employee Related Dues AS-15 Particulars A. Pursuant to the indemnity bond executed by Sharda Laboratories Limited in favour of the company and as per terms and conditions of the contract executed with them. 0. 37. the recovery proceedings have been initiated by the parent company against Sharda Boiron Laboratories Limited for Rs. 0. against the parent company and Sharda Bioron Laboratories Limited. Buildings constructed on leasehold land included in the value of building shown in fixed asset schedule. in respect of excise duty demand of Rs. Interest cost V.68 raised by the District Excise Officer. Past Service Cost B. Loan and Advances includes Rs 0. Current service cost IV.21 along with interest demanded by the Excise Authorities. B. Ghaziabad. During the year 1991-92 the parent company had received a refund of Rs. which was also decided against the parent company. 0. Defined Benefit Plan Expenses recognized during the period: A. Necessary adjustments in respect to recovery/ refund will be made as per arbitration proceeding. Interest Cost D.06 pursuant to the decision of Hon’ble Supreme Court in this regard.The balance amount of Rs 0. Total expenses recognized during the year (A+B+C+D+E) Reconciliation of opening & closing balances of obligations : I.49 by invoking the arbitration clause. Obligation as on 01. 169 . I. The basis used for determinatio . Expected Return on Plan Assets III. Fair value of Plan Assets as on 31.2015 Change in Plan Assets : (Reconciliation of opening and closing balances) D. Investment details of plan assets as on 31.04. Obligation as on 31. Fair Value of Plan Assets as on 01. Actuarial Assumption : Discount Rate (%) Estimated rate of return on plan assets (%) Salary escalation ratio inflation (%) Method G.03.Annual Report 14 -15 (All amounts in ` crores. Employer Contribution V.2015 E.03. VI. Settlement VI. Actuarial Gain/ (Loss) IV.2015 :100% reimburseme nt right from insurance company for fund managed by it F.03. unless otherwise stated) Particulars C.03.2015 Closing Obligation vis-a-vis Planned Assets (i) Obligation as on 31.2015 (ii) Fair value of planned assets as on 31. Settlement VII.2014 II.03. employees and normal retirement age at 58.Current year. J. Demographi cs assumptions take into account mortality factor as per IALM (200608) ultimate criteria. The estimate of future salary increase take in-to account regular increment . Particulars on planned assets have been ascertained on the basis of last confirmation from Insurance Company.n of expected rate of return is average return on long term investment in Government bonds H. PY Previous year 170 . promotional increases and increment I. CY. K. Mrs. Mr. Asha Burman Independent Director . Other related parties in transaction with the company : I. Albert Wiseman Paterson. Sanjay Kumar Munshi (Appointed as KMP from November 1. Key Managerial Personnel 22.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores. Independent Director (Ceased to be Director from September 8. Falguni Sanjay (Appointed from July 28. Mrs. J. Lite Bite Foods Private Limited b) Relatives of Directors 1. unless otherwise stated) L. Related Party Disclosures (Pursuant to AS-18) a. Related parties where control exists b. Mr. 2014) 23. Directors 10. Vivek Chand Burman 2. Others a) Sharing/Directors in Common 1. Defined Contribution Plan Company’s contribution to different defined contribution plans Particulars Provident Fund Employees State Insurance Employees Superannuation Fund 401K Match 38. Jetways Travels Private Limited 2. Joint venture II. 2014) III. 2014) Nayar. 2014) 11.P Victoria (Ceased to be KMP from November 06. IV. 171 . Ghaziabad against the land so acquired. keeping in view the generally accepted accounting practice. 2 refers to interest on security deposit given by Forum 1 Aviation Pvt. H.). However. C. Item no. the said claim has not been considered in the books of accounts. C. 9 refers to security deposit given to JCE (Forum 1 Aviation Pvt. Ltd. I.03. B. Key Managerial Personnel and relatives of Directors. Item no. Item no.72 before the Office of Special Land Acquisition Officer. 5 refers to ESOP paid to Key Managerial Personnel. Interest Received on Security 3. . J. Remuneration/Pension 4. Post Separation Benefit 5. The company’s freehold land situated at Sahibabad measuring about 7. General Expenses 2.13 (PY Rs. Government under Land Acquisition Act and the State Government had allotted and given possession of about 4. 2015 Particulars A.58 acres was acquired by U. Item no. 9. 7 refers to sitting fees paid to Directors.). Employee Stock Option Scheme 6. Ltd. 3 refers to renumeration paid to Key Managerial Personnel. 4 refers to post seperation benefits payable to the Directors. Ltd. 10 relates to gaurantee bond furnished by parent company on behalf of Forum 1 AvIation Pvt. Reimbursement of expenses 7. Profit & Loss A/c 1. Item no. B. 8 refers to services received from Jetways Travels Private Limited amounting to Rs. E. 6 refers to reimbursement paid to Key Managerial Personnel. Sitting Fees 8. Security Deposit Off Balance Sheet Item* 10. 39.11). Purchase of Goods/Services Balance Sheet* 9. 9. unless otherwise stated) Related Parties Transactions Consolidated as on March 31.P. Item no. The company has filed a claim for compensation of Rs 5. 1 refers to Joint Venture Expenses to JCE (Forum I Aviation Pvt. G. D. Item no. F. Item no. Ltd. Guarantees & Collaterals *Previous Balance as on 31.72 acres of land on lease to the Company in lieu of acquired land. Item no.2014 Footnotes: A.Annual Report 14 -15 (All amounts in ` crores. Item no. 172 . Information (To the Extent Applicable) Pursuant to AS-19 Issued by ICAI i. The contributions of venturers are towards capital build up of the JCE and periodic contribution towards cost of maintenance of aircraft. 20.68) has been charged to profit and loss account under the head general charges. Incorporated in CFS on proportionate basis are the assets and liabilities as on 31. 4. 27.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores.87) and exchange loss Rs. Exchange gain works out to Rs. c. 2015 is incorporated herein Particulars Secured Loan Creditors Security Deposits .42) and their net impact have been debited to Profit & Loss Account under the head “Finance Cost”.2015 and income and expenses for the year ended on that date. being the proportionate share of parent company estimated from unaudited financial statements of the JCE. The parent company is a party to joint venture agreement controlling the management of Forum 1 Aviation Private Limited. 42.67% (PY 16. Irrevocable lease agreement relates to machine & vehicle.92) iii. Variable component of cost of maintenance is borne by user of the aircraft in proportion to their actual usage and fixed component is shared by all the venturers in proportion to their capital contribution. Parent company’s commitment towards revenue expenditure of the JCE amounting to Rs. The future minimum lease payment under noncancellable operating lease Building & Machine Cars ii.70 (Previous year Rs 48.67%) b. Figures in bracket relates to previous year 41. The participation of the venturers in the affairs of the management of the JCE is through representation in the composition of Board of Directors as agreed in shareholder’s agreement.81 (Previous year Rs.03. Investment in Joint Venture a. the main object of the JCE being maintenance of aircraft for use of venturers or otherwise. a domestic Jointly Controlled Corporate Entity (JCE) with part of its operation akin to jointly controlled operation . The stake of the company in the joint venture arrangement is 16. lease period not exceeding five years in respect of any arrangement iv. 4. Lease rent debited to Profit & Loss account of the year Rs. 33. unless otherwise stated) 40. 15.17 (Previous Year Rs. 5.05 (Previous year Rs. Assets & Liabilities of JCE as on March 31. Fixed Assets Investment Advance to employee Cash & Bank Debtors Other Advances 173 . ESOP Outstanding Opening Balance Addition during the year Less: Deletion during the Year Less: Allotted during the year Total 174 .83) Total Expenses Operation Expenses Payment to and provision for employees Administrative Expenses Financial Expenses Total Profit (forms part of profit in consolidated Profit & Loss A/c) d. unless otherwise stated) Income and Expenses for the year ended as on 31st March. Parent company has furnished guarantee bond for Rs. 43.41.2015 is incorporated herein Particulars Income Misc Receipt (include revenue from flying Rs 5. previous year Rs 4. 7. Deferred Employee Compensation under ESOP Opening Balance Addition during the year Less: Cancelled during the year Amortized during the year Total B.A.14 to banks of the JCE against its share of Commitment against loan obtained by the JCE for acquisition of aircraft.Annual Report 14 -15 (All amounts in ` crores. 2014) Part A : Subsidiaries 1 Sl. 2 Name of Subsidiary No. H & B Stores Ltd 2. Ltd. Ltd. RA Pazarlama 12. unless otherwise stated) 44. Dabur International Ltd 4. Asian Consumer Care Pakistan Pvt. 1. Naturelle LLC 5. Namaste Laboratories LLC 14. Dermovia Skin Essentials Inc 3.. 10. Dabur Lanka (Pvt. Hobi Kozmetik 11. Dabur Nepal Pvt. Ltd. Namaste Cosmeticos Ltda 15. Information Pursuant to First Proviso to Sub Section (3) of Section 129 of Companies Act. Sri Lanka 13. Asian Consumer Care Pvt. a. African Consumer Care Ltd 7. 2013 Form AOC-I (Purusant to first proviso to sub section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules.) Ltd.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores. Dabur Egypt Ltd. 6. 9. Urban Laboratories International LLC . 8. Hair Rejuvenation & Revitalization Nigeria Ltd 17. Dabur (UK) Ltd.. 2013 related to Associate Companies and Joint Ventures Name of Joint Venture 1 Latest audited Balance Sheet Date 2 Shares of Joint Venture held by the company on the year end No. Healing Hair Laboratories International LLC 18. Dabur Tunisie b. Ltd. Not Considered in Consolidation . Amount of Investment in Joint Venture 3 4 5 6 175 Extent of Holding (%) Description of how there is significant influence Reason why the Joint venture is not consolidated Networth attributable to Shareholding as per lastest audited Balance Sheet Profit/Loss for the year (Share of Group) i.16. Sri Lanka 20. Considered in Consolidation ii. 19. Part B: Associates and Joint Ventures (Statement purusant to Section 129(3) of the Companies Act. Dabur Consumer Care Pvt. Additional information pursuant to Schedule III of the Companies Act. Foreign Dabur International Ltd. Nigeria Healing Hair Laboratories International LLC Dabur Consumer Care Ltd. Hobi Kozmetik RA Pazarlama Dabur Lanka Pvt.Annual Report 14 -15 (All amounts in ` crores. Ltd. Dabur Egypt Ltd. Lanka Dabur Tunisie. Namaste Laboratories LLC Urban Laboratories International LLC Namaste cosmeticos Ltd. . 2013 Name of Entity 1 Dabur India Limited Subsidiaries Indian H & B Stores Ltd. Tunisia Dermovia Skin Essentials Inc. African Consumer Care Ltd. Dabur (UK) Ltd. Hair Rejuvenation & Revitalization Nigeria Ltd.. unless otherwise stated) c. Ltd. USA Dabur Nepal Pvt. Minority Interests: Subsidiaries Foreign Dabur Nepal Pvt. Asian Consumer Care Pvt. Ltd. Ltd. Ltd. Naturelle LLC Asian Consumer Care Pakistan Pvt. Ltd. Asian Consumer Care Pakistan Pvt. Ltd. Joint Ventures (As per proportionate consolidation) Indian Forum 1 Aviation Private Limited 176 .Asian Consumer Care Pvt. Corporate Overview Board & Management Reports Financial Statements Dabur India Limited (All amounts in ` crores. 1 each] 177 . 1 each] Add: Weighted number of potential equity shares on account of Employees Stock Options Weighted average number of Equity Shares outstanding [inclusive dilutive ESOP shares outstanding] Diluted Earnings Per Share [Face value of Re. Information Pursuant to AS .17 Issued by ICAI Particulars Revenue External Sales Inter-segment sales Total Revenue Result Segment result Unallocated corporate expenses Operating profit Interest expense Interest income Income Tax(Current + Deferred) Profit from ordinary activities Exceptional item/Extraordinary Items Minority Interest Net profit Other Information Segment assets Unallocated corporate assets Total assets Segment liabilities Unallocated corporate liabilities Total liabilities Capiltal Expenditure Depreciation Non-cash expenses other than depreciation 46. unless otherwise stated) 45. Earning Per Share Particulars Net Profit After Tax Add: Extra ordinary Expenses/Income Profit before consideration of Extraordinary items Weighted average number of Equity Shares outstanding Basic Earnings Per Share [Face Value of Re. 1 each] Diluted Earnings Per Share [Face value of Re. 1 each] Profit after consideration of Extraordinary items Basic Earnings Per Share [Face Value of Re. 6. 2013.Annual Report 14 -15 (All amounts in ` crores. Fixed Assets discarded b. 301174E S. 49. unless otherwise stated) 47. remaining items of fixed assets have been subjected to depreciation charge at rates which reduce them to their residual values under their revised lifespan which led to decrease in profit by Rs. 2015 . Assets Discarded/Written Down a. 51717 Place : Jebel Ali .85 (Net of Rs. (b) Figures for the previous year have been rearranged/ regrouped as and when necessary in terms of current year’s grouping. BASU & CO. thereon) has been charged to surplus under “Reserve and Surplus”head in balance sheet. 2. 7.UAE Date : May 5. over aged fixed assets have been reduced to their residual values with consequence reduction amounting to Rs. (a) Grouping and heads of accounts of the subsidiaries have been rearranged in terms of Presentation of those of parent company as and when necessary. No.Change in Accounting Practice Following change in assumption of lifespan of fixed assets under Schedule II of Companies Act. for G.72 vis-a-vis Previous year’s practice. In addition to above. Chartered Accountants Firm Regn. (c) Figures are rounded off to nearest rupees crores.33 towards deferred tax impact. LAHIRI Partner Membership No. Finished goods written down 48. for the time being in force). amounting to . of the Companies Act. SPECIAL BUSINESS : 6. New Delhi – 110010 at 11. the reports of the Board of Directors and Auditors thereon and the audited consolidated financial statements of the Company for the financial year ended 31st March. To appoint M/s G. 2015 and the report of Auditors thereon. To confirm the interim dividend already paid and declare final dividend on equity shares for the financial year ended 31st March. 2014 (including any statutory modification(s) or re- enactment(s) thereof. having Firm Registration No. Amit Burman (DIN: 00042050) who retires by rotation and being eligible offers himself for reappointment. To consider and. To receive. 2013 and the Companies (Audit and Auditors) Rules. the 21 st July. 000019. 301174E) as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company and to fix their remuneration. 5. the following resolution as an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions. if any. To appoint a Director in place of Mr. 2.00 AM to transact the following business: ORDINARY BUSINESS : 1. to pass with or without modification(s). 2015. Saket Burman (DIN: 05208674) who retires by rotation and being eligible offers himself for reappointment.. Subroto Park. 4. To appoint a Director in place of Mr.178 Corporate Overview Board & Management Reports Notice Notice is hereby given that the 40th Annual General Meeting (AGM) of the members of Dabur India Limited will be held on Tuesday. 2015 at Air Force Auditorium. appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year 2014-15. Chartered Accountants (Firm Registration No. Cost Accountants. consider and adopt the audited financial statements of the Company for the financial year ended 31st March. if thought fit. the remuneration payable to M/s Ramanath Iyer & Co. Basu & Co. 3. 2015.. 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Clause 49 of the Listing Agreement. the following resolution as an Ordinary Resolution:“RESOLVED THAT in accordance with the provisions of Sections 188.e. 196. 28th July. 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting and in respect of 179 whom the Company has received a notice in writing under Section 160 of the said Act from a member proposing her candidature for the office of Director. designated as Chief Executive Officer. to pass with or without modification(s). 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). 28th July. to pass with or without modification(s). who was appointed as an Additional Director of the Company by the Board of Directors w. be and is hereby ratified and confirmed.4. 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 pursuant to provisions of Section 161 (1) of the Companies Act. Mrs.Financial Statements Limited Rs. 2015. not subject to retirement by rotation. if thought fit. Falguni Sanjay Nayar (DIN: 00003633).” 7. To consider and. be and is hereby appointed as a NonExecutive Independent Director of the Company. whichever is earlier.” 8. To consider and. the following resolution as an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions of Section 149 and 152 read with Schedule IV and all other applicable provisions of the Companies Act. approval of the Company be and is hereby accorded to the reappointment of Mr. 2014 up to the conclusion of Annual General Meeting (AGM) to be held in the calendar year 2019 or 27th July.197 and 203 read with Schedule V and all other applicable provisions of the Companies Act. for a period of 5 (five) years with effect from 31 st July. 2013 and the Companies (Appointment and Qualification of Directors) Rules. on the terms and conditions . to hold office for a term of 5 (five) consecutive years commencing from the date of her appointment as Dabur India Additional Director i.e. as recommended by the Audit Committee and approved by the Board of Directors of the Company.43 Lakhs (Rupees Four lakh Forty three thousand only) per annum plus service tax as applicable and re-imbursement of out of pocket expenses incurred by them in connection with the aforesaid audit. 2019. if thought fit. Sunil Duggal (DIN: 00041825) as a Whole Time Director of the Company. not subject to retirement by rotation.f. Annual Report 14 -15 in cl ud in g re m un er ati on as se t ou t in th e ex pl an at or y st at e m en t an ne xe d to th e No tic e co nv en in g thi s M ee tin g, wi th lib ert y to th e Bo ar d of Dir ec tor s (h er ei na fte r ref err ed to as “t he Bo ar d” wh ich ter m sh all be de e m ed to inc lu de th e No mi na tio n an d Re m un er ati on Co m mi tte e of th e Bo ar d) to alt er an d va ry th e ter m s an d co nd iti on s of th e sai d reap po int m en t an d/ or re m un er ati on as it m ay de e m fit an d as m ay be ac ce pt ab le to Mr . Su nil Du gg al, su bj ec t to th e sa m e no t ex ce ed in g th e li mi ts sp eci fie d un de r Sc he du le V to th e Co m pa ni es Ac t, 20 13 or an y st at ut or y m od ifi ca tio n( s) or reen ac tm en t(s ) th er eo f.” “R ES OL VE D FU RT H ER TH AT th e Bo ar d be an d is he re by au th ori ze d to do all ac ts an d ta ke all su ch st ep s as m ay be ne ce ss ar y, pr op er or ex pe di en t to gi ve eff ec t to thi s re so lut io n. ” Date: May 5, 2015 Place: Jebel Ali, UAE Regd. Office: 8/3, Asaf Ali Road, New Delhi - 110 002 NOT ES: 1. Th e rel ev an t ex pl an at or y st at e m en t pu rs ua nt to Se cti on 10 2 of th e Co m pa ni es Ac t, 20 13 in re sp ec t of ite m no s. 6 to 8 of th e No tic e se t ou t ab ov e is an ne xe d he re wi th. 2. A M E M BE R EN TI TL E D T O AT TE N D A N D V O TE AT TH E M EE TI N G IS EN TI TL E D T O AP P OI NT A PR O XY T O AT TE N D A N D T O V O TE O N A P OL L IN ST EA D OF HI M SE LF. TH E PR O XY N EE D N O T BE A M E M BE R OF TH E C O M PA NY .A BL A N K FO R M OF PR O XY IS AT TA C H E D H ER E WI TH A N D, IF IN TE N D E D T O BE US E D, IT S H O UL D BE RE TU R NE D D UL Y C O M PL ET E D AT TH E RE GI ST ER E D OF FI CE OF TH E C O M PA NY N O T LE SS TH A N FO RT Y EI G HT H O U RS BE FO RE TH E SC HE D UL E D TI M E OF TH E C O M M E N CE M E NT OF 40 TH A N N U AL G E N ER AL M EE TI N G. 3. A PE RS O N C A N AC T AS PR O XY O N BE H AL F OF M E M BE RS N O T EX CE E DI N G FI FT Y IN N U M BE R A N D H OL DI N G IN TH E A G G RE GA TE N O T M O RE TH A N 10 % OF TH E T OT AL S H AR E CA PI TA L OF TH E C O M PA NY CA RR YI N G V O TI N G RI G HT S. H O W EV ER ,A M E M BE R H OL DI N G M O RE TH A N 10 % OF TH E T OT AL S H A RE C AP IT AL OF TH E C O M PA NY C A RR YI N G V O TI N G RI G HT S M AY AP P OI NT A SI N GL E PE RS O N AS PR O XY A N D SU C H PE RS O N S H AL L N O T AC T AS PR O XY FO R A NY O TH ER PE RS O N O R S H AR EH OL D ER . 4. Ev er y m e m be r en titl ed to vo te at th e m ee tin g, or on an y re so lut io n to be m ov ed th er e at, sh all be en titl ed du rin g th e pe rio d be gi nn in g 24 ho ur s be for e th e ti m e fix ed for th e co m m en ce m en t of th e m ee tin g an d en di ng wi th th e co nc lus io n of th e m ee tin g, to in sp ec t th e pr ox ies lo dg ed , at an y ti m e du rin g th e bu si ne ss ho ur s of th e co m pa ny , pr ov id ed no t les s th an thr ee da ys no tic e in wr iti ng of th e int en tio n so to ins pe ct is gi ve n to th e co m pa ny. 5. Th e Sh ar e Tr an sf er Bo ok s an d Re gi st er of M e m be rs of th e Co m pa ny wil l re m ai n cl os ed fro m W ed ne sd ay . 20 15 to W ed ne sd ay . 27. Memb ers holdin g shares in physic al form are reque sted to notify/ send the followi ng to the Regist rar & Transf er Agent (RTA) of the Comp any Karvy Comp utersh are Pvt. 8th Jul y. 305. A. 20 15 (b ot h da ys in cl us iv e) for th e pu rp os e of pa y m en t of fin al di vi de nd .. Barak hamb a Road. New Delhi11000 1:i. 1st Jul y. Ltd. if de cl ar ed at th e A G M. New Delhi House . th ei r b a n k ac co u nt d et ail . in ca se th e sa m e h a v e n ot b e e n se nt e ar lie r. a n y c h a n g e in th ei r a d dr es s/ e- . ii. th ei r e m ai l id . fo r th e p ur p os e of re ce ivi n g th e co m m u ni ca ti o n el ec tr o ni ca lly .s in or d er to re ce iv e p a y m e nt of di vi d e n d th ro u g h el ec tr o ni c m o d e. iii. in th e sa m e or d er of n a m es .m ail id /E C S m a n d at e/ b a n k d et ail s. M nt e ic m al be n rs a ho m ldi es ng or sh joi ar nt es ac in co de u m nt at s eri . sh ar e ce rti fic at e( s) . h el d in m ul ti pl e ac co u nt s in id e B. fo r co ns oli d at io n of su c h sh ar e h ol di n g in to o n e ac co u nt . iv. E C S m a n d at e a n d b a n k d et ail s. Ki nd ly no te th at as pe r SE BI Cir cu lar CI R/ M R D/ DP /1 0/ 20 13 da te d M ar ch 21 . th ei r e m ail id . e m ail id . ii. all ch a n g es wi th re sp ec t to th ei r a d dr es s. C. 20 13 it is m an da to .ali ze d for m ar e re qu es te d to no tif y to th eir D ep os ito ry Pa rti ci pa nt: i. 7. Th e Se cu riti es an d Ex ch an ge Bo .ry fo r th e co m pa ny to pri nt th e ba nk ac co un t de tai ls of th e in ve st or s in di vi de nd pa y m en t in str u m en t. as th e ca se m ay be . He nc e. yo u ar e re qu es te d to re gi st er/ up da te yo ur co rr ec t ba nk ac co un t de tai ls wi th th e Co m pa ny /R TA / D ep os ito ry Pa rti ci pa nt. ar d of In di a ha s no tifi ed th at th e sh ar eh ol de rs/ tra ns fer ee of sh ar 180 es (in cl ud in g joi nt ho ld er s) ho ldi ng sh ar es in ph ysi ca l for m ar e . as a part of Green Initiative.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited required to furnish a certified copy of their Income Tax Permanent Account Number (PAN) card to the Company / RTA while transacting in the securities market including transfer. Ltd. all the shareholders/ transferees of shares (including joint holders) in physical form are requested to furnish a certified copy of their PAN Card to the Company/ RTA while transacting in the securities market including transfer. free of cost. The Notice of AGM will also be available on the website of RTA. soft copy of the Annual Report 2014-15 is being sent to all the members whose email address (es) are registered with the Company/Depository Participant(s) unless any member has requested for a hard copy of the same. members are entitled to receive such communication in physical form.dabur. In accordance with Section 20 of the Companies Act. 8. 9. who have not yet registered their email address with the Company/RTA/Depository Participant. transmission or any other corporate action. Members holding shares in physical form are requested to convert their shares into dematerialized form in their own interest and convenience purpose. upon receipt of request for the same. 2014 the hard copies of Abridged Annual Report 2014-15 is being sent to all other members who have not registered their email address(es). Members can also submit their form along with Attendance Slip at the Registration Counter at AGM. karvy. at https://evoting. .com The physical copies of the aforesaid documents will also be available at the Company’s Registered Office for inspection during business hours.com in the Investor Centre Section) to the Company/RTA. transmission or any other corporate action. Accordingly. 2013 service of documents on members by a company is allowed through electronic mode. Members holding shares in dematerialized form are requested to register their email address with their Depository Participant only. 2013 including Rule 10 of the Company (Accounts) Rules. Accordingly. are requested to do the same at the earliest by submitting the duly filled in “eCommunication Registration Form” (available on Company’s website www. Further. The shares of the Company are under compulsory Demat trading.com for download by the members. in accordance with Listing Agreement and Section 136 of the Companies Act. Members. The Notice of 40th Annual General Meeting and the Annual Report 2014-15 will also be available on the Company’s website www.dabur.Karvy Computershare Pvt. Even after registering for e-communication. iepf.00 pm up to the date of AGM. duly supported by relevant documents to the Company before expiry of seven years from the date it is lying in the unpaid dividend account. for admission to the meeting hall. All the documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Company on all working days between 11. Pursuant to provisions of Section 205C of the Companies Act. The certificate from Auditors of the Company certifying that the Employee Stock Option Scheme of the Company is being implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations. dabur.10. is required to be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government. Details under Clause 49 of the Listing Agreement with the Stock Exchanges in respect of the Directors seeking appointment/re-appointment at the AGM. 2013 and other requisite declarations for their appointment / re-appointment. 12. 2014 as required under Section 164(2) of the Companies Act. 15. Further. Members holding shares in physical form and desirous of making a nomination or cancellation/ variation in nomination already made in respect of their shareholding in the Company. Accordingly. However. 14.com. therefore. In case you have any query relating to the Annual Accounts you are requested to send the same to the Company Secretary at the Registered Office of the Company at least 10 days before the date of AGM so as to enable the management to keep the information ready for replying at the meeting. Members are. till date the Company has transferred to IEPF the unclaimed and unpaid amount pertaining to dividends declared up to the financial year 2007-08 (only interim for FY 2007-08). the information regarding unclaimed dividends in respect of the dividends declared up to the financial year 2013-14 and updated upto the date of 39th AGM held on 22nd July. Members may please note that no claim shall lie against the Company in respect of dividend which remain unclaimed and unpaid for a period of seven years from the date it is lying in the unpaid dividend account and no payment shall be made in respect of such claims. are requested to submit to the . Members who have not yet encashed their dividend warrants for the financial year 200708 (final dividend) onwards are requested to make their claims to the Company immediately. 1956 the amount of dividends remaining unclaimed and unpaid for a period of seven years from the date it is lying in the unpaid dividend account. As a measure of economy. The Shareholders/Proxies are requested to produce at the Registration Counter(s) the attendance slip sent along with this Report.in. requested to bring their own copies of the Annual Report to the meeting. The said information was also filed with the Ministry of Corporate Affairs (MCA). 17. 16.gov. 2013. in case of non-receipt of Notice of AGM. 2014 and in accordance with the resolutions passed by the General Body Meetings will be placed at the AGM. The Register of Directors and Key Managerial Personnel & their Shareholding and the Register of Contracts & Arrangements in which Directors are interested shall be open for inspection at the meeting to any person having right to attend the meeting. copies of Annual Report will not be distributed at the venue of the AGM. as permitted under Section 72 of the Companies Act. 11. MCA has also uploaded details of the same on its website at www. Shareholders may kindly check the said information and if any dividend amount is appearing as unpaid against their name. 181 Annual Report 14 -15 13. 2014 has been uploaded on the website of the Company under ‘Investor Centre’. members are requested to write to the Company at its Registered Office for issuing the duplicate of the same or download the same from Company`s website www. duly completed and signed. they are requested to lodge their claim.00 am to 1. is separately annexed hereto. The Directors seeking appointment/re-appointment have furnished the declaration under Rule 14 of the Companies (Appointment and Qualification of Directors) Rules. 2013 read with the Companies (Management and Administration) Rules. may exercise his right to vote by electronic means in respect of the resolution(s) contained in this notice. The cut-off date for the purpose of voting (including remote e-voting) is 14th July. Chartered Accountants. v. Members are requested to carefully read the instructions for remote e-voting before casting their vote. 2015. Voting through electronic means i. The members who have casted their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again. The remote e-voting facility will be available during the following period after which the portal shall forthwith be blocked and shall not be available: Commencement of remote e-voting End of remote e-voting ix. The Company has engaged the services of Karvy Computershare Private Limited (“Karvy”) as the Authorised Agency to provide remote e-voting facility (i.Registrar & Transfer Agents of the Company the prescribed Form SH. vi. Members holding shares in demat mode may contact their respective Depository Participant for availing this facility. viii. the facility of casting votes by a member by using an electronic voting system from a place other than the venue of a general meeting). South Extension. ii.com. First Floor. 2014 and Clause 35B of the Listing Agreement with Stock Exchanges. Chartered Accountant in practice and Partner of M/s Agarwal & Ahluwalia. iv. The Board of Directors have appointed Mr. Pursuant to the provisions of Section 108 of the Companies Act. C-60. dabur. The Company shall also provide facility for voting through polling paper which shall be available at the meeting and members attending the meeting who have not already casted their vote by remote evoting shall be able to exercise their right to vote at the meeting. New Delhi – 110049 as the Scrutinizer.13 for nomination and Form SH. iii.14 for cancellation/ variation as the case may be.e. The Company is providing facility for voting by electronic means to its members to enable them to cast their votes through such voting. The Forms can be downloaded from Company`s website www. for conducting the voting / poll and remote evoting process in a fair and transparent manner. 18. Sanjay Agarwal. a member of the Company holding shares either in physical form or in dematerialized form. The procedure and instructions for remote e-voting are as under: . Part – I. vii. com 182 .karvy. Open your web browser during the voting period by typing the URL: https://evoting.a. However. f. On successful login.com / srikrishna. etc. 2015. the system will prompt you to select the Event Number for Dabur India Limited. if you hold shares in demat form and you are already registered with Karvy for remote e-voting. one numeric (0-9) and a special character (@.#. The system will prompt you to change your password and update your contact details like mobile number.etc. who acquires shares of the Company and becomes member of the Company after dispatch of the Notice of AGM and is holding shares as on the cut-off date i. one lower case (a-z). Enter the login credentials (i. e. Your Folio No. c. After entering these details appropriately.e. You will now reach password change Menu wherein you are required to mandatorily change your password. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential. The said login credentials shall be valid only in case you continue to hold the shares on the cut-off date)./DP ID Client ID will be your User ID. Any person. email ID.e.$. However. click on “LOGIN”. You need to [email protected] or by writing to the Company or Karvy. d. may obtain the User id and password by sending a request at Karvy`s email id evoting@karvy.). you shall use your existing User ID and password for casting your vote. on first login. User ID and password mentioned in the email forwarding the Notice of AGM or mentioned on the attendance sheet accompanying the Notice of AGM in case email id is not registered and physical copy of the Annual Report is being received by you. login again with the new .Corporate Overview Board & Management Reports Financial Statements Dabur India Limited g. if you are already registered with Karvy for remote evoting. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z). b. 14 th July.com or at Company’s email id investors@dabur. You will also be required to enter a secret question and answer of your choice to enable you to retrieve your password in case you forget it. you shall use your existing User ID and password for casting your vote without any need for obtaining any new User ID and password. . not later than 3 days of the conclusion of AGM. The Scrutinizer shall after the conclusion of voting at the general meeting. or in his absence the Group Director – Corporate Affairs. on or before 24th July. 21. 183 Annual Report 14 -15 Manager at Karvy Computershare Private Limited. forthwith to the Chairman of the Company. to the Scrutinizer at e-mail id: ana. and thereafter unblock the vote cast through remote e-voting in the presence of at least two (2) witnesses not in the employment of the Company and will make.separately for each of the folios / demat accounts. You may also choose the option “ABSTAIN” in case you do not want to cast vote. etc. j.in with a copy to evoting@karvy. Click “OK” to confirm else “CANCEL” to modify. and being present in the AGM. 14th July. who shall countersign the same and the Chairman. During the voting period. if any. HUF. 2015. first count the votes cast at the meeting. please contact Karvy`s toll free no.com. other than Individuals. together with attested specimen signature(s) of the duly authorized representative(s). as mentioned above. the Chairman will order poll in respect of the items. please contact Mr. the Member shall not be allowed to change it subsequently. In case of any query pertaining to remote evoting. Enter the number of shares (which represents the number of votes) as on the cut-off date under “FOR/AGAINST” or alternatively. Once you confirm. 2015. The Scrutinizer`s decision on the validity of the vote shall be final and binding. Poll will be conducted under the supervision of the scrutinizer appointed for remote e-voting and poll as stated above. i. only shall be entitled to vote at the AGM. A confirmation box will be displayed. the Members who have casted their vote through remote e-voting shall not be allowed to vote again at the Meeting. either personally or through proxy.p@ karvy. k. Nanakramguda. Plot 31-32. Once the vote on a resolution is casted by a Member. 2015 and who have not casted their vote by remote e-voting.cafirm@yahoo. Members can login any number of times till they have voted on the Resolution(s).. Gachibowli.e.com. n. whose name is recorded in the register of members or in register of beneficial owners maintained by the depositories as on the cut-off date of 14th July. A person. contact no. Srikrishna P. you will not be allowed to modify your vote. 19. shall declare the result forthwith.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution / Authority Letter. h. The voting rights of the Members shall be in proportion to the paid-up value of their shares in the equity capital of the Company as on the cut-off date being Tuesday. . The scanned image of the above mentioned documents should be in the naming format “Corporate Name_EVENT NO. Poll at the Meeting After the items of the Notice have been discussed.” m. You may then cast your vote by selecting an appropriate option and click on “Submit”. 1800-345-4001 or visit the FAQ’s section available at Karvy’s website https://evoting.co. Karvy Selenium Tower B. Corporate / Institutional Members (i. Hyderabad– 500032 at email id srikrishna. i.karvy. 20. etc. Further. you may partially enter any number in “FOR” and partially in “AGAINST” but the total number in “FOR/AGAINST” taken together should not exceed your total shareholding as on the cutoff date. NRI. a consolidated Scrutinizer’s Report of the total votes cast in favour or against. Financial District. In case of grievances connected to the remote e-voting.com o. 22.e. On the voting page you will see the Resolution Description and the options “FOR/AGAINST/ ABSTAIN” for voting. Members holding multiple folios / demat accounts shall choose the voting process l. 040-67161516. Falguni Sanjay Nayar that she meets the criteria of independence as prescribed under Section 149 (6) of the Companies Act. Falguni Sanjay Nayar for the office of Independent Director of the Company. 2013 w.f. 2015.e. 6 The Board of Directors of the Company on the recommendation of the Audit Committee.karvy. 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules. Falguni Sanjay Nayar who has been appointed as an Additional Director in the category of nonexecutive Independent Director of the Company under Section 161 (1) of the Companies Act.com) and on Karvy`s website (https://evoting. com) immediately after the result is declared and shall simultaneously be forwarded to the Stock Exchanges where the Company`s shares are listed. The Company has received declaration from Mrs. 24.. Item No. Cost Accountants. dabur.1 lakh signifying his intention to propose the candidature of Mrs. The Company has received notice under Section 160 of the Companies Act.23. The resolutions will be deemed to be passed on the AGM date subject to receipt of requisite number of votes in favour of the resolutions. concerned or interested. 2013 from a member along with a deposit of Rs. whether financially or otherwise. 2014 holds office upto the date of this Annual General Meeting and is eligible for appointment as Director. 7 Mrs. 6 of the Notice for approval by the members. 28th July. EXPLANATORY STATEMENT IN RESPECT OF SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT. the members are requested to ratify the remuneration payable to the Cost Auditors for audit of cost records of the Company for the financial year 2014-15 as set out in the resolution for the aforesaid services to be rendered by them. In terms of the provisions of Section 148(3) of the Companies Act. 2013 and also under Clause . to conduct the audit of the cost records of the Company for the financial year ended 31st March. approved the appointment and remuneration of M/s Ramanath Iyer & Co. The result declared along with the Scrutinizer`s report shall be placed on the website of the Company (www. 2013 Item No. Accordingly. the remuneration payable to the Cost Auditor is required to be ratified by the members of the Company. The Board of Directors recommend the Ordinary Resolution as set out at Item No. in the said resolution. 2014. None of the Directors or Key Managerial Personnel of the Company (including relatives of Directors and Key Managerial Personnel) are in any way. Further. .49 of the Listing Agreement with the Stock Exchanges. she has also confirmed that she is not disqualified from being appointed as 184 Director under Section 164 of the said Act and has given her consent to act as a Director of the Company. A copy of draft letter of appointment of Mrs. The Board of Directors are of the opinion that Mrs. Falguni Sanjay Nayar. As the existing tenure of Mr. Key the the the None of the Directors or Key Managerial Personnel of the Company (including relatives of the Directors and Key Managerial Personnel) other than Mrs. 8 Mr. 31 st July. her shareholding etc. Falguni Sanjay Nayar as Non-Executive Independent Director setting out the terms and conditions of her appointment is available for inspection by members at the Registered Office of the Company. are separately annexed hereto. Committee Memberships/ Chairmanships.. Falguni Sanjay Nayar herself. 2010. 2015 has considered and . 2013 and the Listing Agreement with the Stock Exchanges and that she is independent of the management of the Company.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited remuneration and terms and detailed hereunder in Section 1.f. 2015 the Board of Directors of the Company in its meeting held on 5 th May.e. Item No. Sunil Duggal was re-appointed as a Whole Time Director of the Company for a period of 5 years w. is concerned or interested. the nature of her expertise in specific functional areas. is a women of integrity and possesses relevant expertise and experience and is eligible for the position of an Independent Director of the Company and fulfils the conditions specified by the Companies Act. re-appointed him as a Whole Time Director designated as Chief Executive Officer (CEO) of the Company for a further period of five years w. 2015 has.e. subject to the approval of members. 2015 on the conditions. 31st July. in this resolution. She is not related to any of the Directors or Managerial Personnel (including relatives of Directors and Key Managerial Personnel) of Company in terms of Section 2(77) of Companies Act. The Board of Directors recommend the ordinary resolution for your approval. 2010 on the remuneration and other terms and conditions as approved by the members of the Company in the Annual General Meeting held on 31st August. The Board considers that her association as Director will be beneficial and in the best interest of the Company. 2013. financially or otherwise.f. as The Nomination and Remuneration Committee of the Board in its meeting held on 5 th May. Sunil Duggal as Whole Time Director of the Company will expire on 30 th July. Her brief resume. names of companies in which she hold Directorship. with an authority to the Board to increase the same from time to time in accordance with the limits specified in Schedule V of the Companies Act. B. provided that such perquisites and allowances will be subject to 400% of the basic salary. 3 crores per annum for the period w. wherever applicable. However.2020 with authority to the Board to fix his special allowance within these limits from time to time. 31. Mr.2015 till 30.e. 31.2015 till 30. paid by employer on behalf of employee within the rules of the Company or as may be agreed to by the Board with Mr. Sunil Duggal. In the absence of any such rules. the following perquisites & allowances shall not be included in the computation of perquisites and allowances for the purpose of calculating the ceiling of 400% of the basic salary: . 185 In addition to the prescribed basic salary.f. special allowance and performance linked incentive.07. The annual or other increments will be merit based and will take into account the Company’s performance.2. C. Performance linked incentive As per rules of the Company as determined by the Board of Directors.e. perquisites and allowances shall be evaluated at actual cost. club fees. Sunil Duggal will also be entitled to perquisites and allowances like furnished accommodation or house rent allowance in lieu thereof.6 crores per annum for the period w. house maintenance allowance. Section 1 A. tax u/s 192 (1A) of Income Tax Act. Sunil Duggal to the Board for their approval.07. Perquisites & Allowances recommended the aforesaid re-appointment of Mr. For the purpose of calculating the above ceiling. as amended from time to time.f.07. perquisites and allowances shall be evaluated as per income tax rules.2020. contribution to PF.07. leave travel allowance/ concession for self and his family.85 crores to Rs. medical reimbursement.D. coverage under medical and personal accident insurance scheme. special allowance. superannuation fund and payment of gratuity. Basic Salary Rs. 2013. Special Allowance Upto Rs. „ En ca sh m en t of un av ail ed le av e as pe r th . an y ot he r co m m un ic ati on fa cil ity ). m ob ile ph on e.Annual Report 14 -15 „ Pr ov isi on fo r us e of th e Co m pa ny ’s ca r wi th dri ve r fo r o ffi ci al du tie s an d tel ep ho ne s at re si de nc es (in cl ud in g pa y m en t of lo ca l ca lls an d lo ng di st an ce ca lls . int er ne t fa cil ity . In ad dit io n to th e ab ov e. Su nil Du gg al wil l als o be en titl ed for St oc k Op tio ns as m ay be de ci de d fro m ti m e to ti m e by th e No mi na tio n an d Re m un er ati on Co m mi tte e in ter m s of E m pl oy ee s St oc k Op tio ns Sc he m e of th e . „ Lo ng se rvi ce aw ar d as pe r th e rul es of th e Co m pa ny. E.e rul es of th e Co m pa ny . Mr . Th e C hi ef Ex ec . F.Co m pa ny. Th e C hi ef Ex ec uti ve O ffi ce r sh all pe rf or m hi s du tie s as su ch wi th re ga rd to all th e w or k of th e Co m pa ny an d sh all m an ag e an d at te nd to su ch bu si ne ss an d ca rr y ou t th e or de rs an d dir ec tio ns gi ve n by th e Bo ar d fr o m ti m e to ti m e in all re sp ec ts. ii. G en er al i. iii. Sunil Dugga l . Mr. Th e C hi ef Ex ec uti ve O ffi ce r sh all ad he re to th e Co m pa ny ’s Co de of Et hi cs & Co nd uc t.uti ve O ffi ce r sh all ac t in ac co rd an ce wi th th e Ar tic le s of As so ci ati on of th e Co m pa ny an d sh all ab id e by th e pr ov isi on s co nt ai ne d in Se cti on 16 6 of th e Ac t wi th re ga rd to du tie s of Di re ct or s. Sunil Dugga l. nature of his expert ise in specifi c functi onal areas. name s of comp anies in which he holds Direct orship s and Memb ership s / Chair mans hips .satisfy all the condit ions set out in Part-I of Sched ule V to the Act as also condit ions set out under subsectio n (3) of Sectio n 196 of the Act for being eligibl e for his reappoi ntmen t. He is not disqua lified from being appoi nted as Direct or in terms of Sectio n 164 of the Act. Brief resum e of Mr. The above remun eration payabl e to Mr. the Comp any has no profits or inadeq uate profits . his shareh olding etc.. 2013 and if necess ary. Notwit hstand ing anythi ng to the contra ry herein contai ned where in any financi al year during the curren cy of tenure of afores aid Direct or. the Comp any will pay remun eratio n by way of salary. Sunil Duggal is subject to the conditi on that the total remun eration includi ng perqui sites shall not exceed .of Board Comm ittees. with the appro val of Centra l Gover nment . perqui sites and allowa nces to the said Direct or subjec t to compli ance with the applic able provisi ons of Sched ule V of the Comp anies Act. are separa tely annex ed hereto . Mr. Sunil Duggal does not belong to the Promot ers family. The copy of resolut ion passe d by the Board of Direct ors of the Comp any in its meeti ng held on 5th May. 2015 appro ving the afores aid propos al along with other docum ents is availa ble for inspec tion by the memb ers at the registe red office betwe en 11:00 AM to 1:00 PM on all . 2013 or any amend ment thereto or any other provisi on as may be applica ble. Beside s. 2013. he is not related to any other Directo r of the Compa ny in terms of Sectio n 2(77) of the Compa nies Act.5% of the net profits individ ually and 10% of the net profits collecti vely payabl e to all the manag erial person nel as calcula ted in accord ance with Sectio n 197 and 198 of the Compa nies Act. none of the other Direct ors or Key Manag erial Person nel of the Comp any (includ ing relativ es of Direct ors and Key Manag erial Person nel) are.workin g days till the date of the Annua l Gener al Meetin g. 8 of the Notice for appro val by the memb ers. Mr. The Board recom mends the Ordina ry Resolu tion set out at Item No. Save and except the above. financi ally or other wise. Sunil Dugga l is interes ted in this resolut ion which pertai ns to his reappoin tment and remun eratio n payabl e to him. in any way. concer ned or interes ted. . in this resolut ion. 186 . 1969 List of Public Companies in which outside Directorship held (including 1. 7. . Talbros A Compon Microma 6. 9.11. in specific functional area 16. Amit Burman Date of Appointment 01. QH Talbr PVR Lim H & B St Jetage In Limited Foreign Companies) 5.2001 Qualification MBA. 2. 3. Cambridge Univers England Expertise He is responsible for the growth of foods business the Company which unde his dynamic leadership h achieved a phenomenal He has got rich experienc Foods Business. 4. Hobi Koz Dermovi Inc. Limited Dabur In Limited 8.Corporate Overview Board & Management Reports Financial Statements Dabur India Limited DETAILS OF DIRECTORS SEEKING APPOINTMENT /RE-APPOINTMENT IN ANNUAL GENERAL MEETING FIXED FOR JULY 21.07. 2015 Name of the Director Date of Birth Mr. 187 . Talbro Com QH Ta PVR L Microm Nomination & Remuneration Commi 1. 4. 2. 3. Talbr Com QH T PVR Micr Talbr Com QH T Micr Stakeholders Relation Committee 1. 3. 2. 4. 3. Amit Burman Chairman/ Member of the Committee of Board of Directors of Public Companies Audit Committee 1. Talbr Com Shareholding in the Company 188 Nil . 2.Annual Report 14 -15 Name of the Director Mr. CSR Committee 1.