Dabur India Ltd. — Annual Report 2020

Aug 5, 2020

Ref: SEC/SE/2020-21 Date: 05.08.2020

Scrip Symbol: NSE - DABUR, BSE Scrip Code- 500096

Corporate Relation Department BSE Ltd. Phiroze Jeejeebhoy Towers Dalal Street, Mum bai-400 001.

National Stock Exchange of India Ltd. Exchange Plaza, 5th Floor Plot No. C/l, G Block Bandra - Kurla Complex Bandra (E) Mumbai-400051. India Ltd.

Sub: Submission of Annual Report 2019-20 (including Notice of 45th Annual General Meeting) and Business Responsibility Report 2019-20

Dear Sir,

This is further to our letter dated 30t July, 2020 wherein it was informed that the Annual General Meeting (AGM) of the Company is scheduled to be held on 3rd September, 2020.

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith Annual Report of the Company including the Business Responsibility Report for the financial year 2019-20 and the Notice of AGM.

The Annual Report for the financial year 2019-20 including Notice of AGM is being sent to the shareholders electronically who have registered their email IDs. The same is also available on the Company's website at www.dabur.com.

Brief details of AGM are as under:

D & T im at e e	S S 3r d be 20 20 ; 3 .0 0 . 1 T te ep m r, p. m
M d e o	V id C nf / O th r A ud io -V is l M eo o e re nc e e ua ea ns
C ff d ut te -o a	27 th A , 2 02 0 t ug us
in d & im ot st rt at t e e -v g a e	S 3 1s t A , 2 02 0 , 9 .0 0 . 1 T t ug us a. m
in nd d & im ot at t e -v g e e e	d S be S T 2n 20 20 , 5 .0 0 . 1 te ep m r, p. m
W bs ite f in ot e o r e -v g	ht :// ti R .k .* b / t p s e o n a rv c m v y
M W bs ite f nd in th A G at te e o r g e	:/ / / h ti .k f i ch tt nt p s e m e e n g s e .c o m

Thanking you.

^

Yours faithfully For DABUR INDIA LIMITED

\ (A Jai E V P (FiHance) & Company Secretary

Where Nature meets Science

Dabur India Limited Integrated Annual Report 2019-20

About the Report

Dabur India Limited is pleased to present its Annual Report 2019-20, with adoption of integrated reporting framework as laid out by the International Integrated Reporting Council (IIRC). With this, we continue to move forward on our journey focussed on creating value for all our stakeholders.

Reporting scope and period

The Annual Report covers information on business operations of Dabur India Limited, aptly disclosed through six capitals as defined by International Integrated Reporting Council (IIRC). All the six capitals cover information on India and overseas operations. The Integrated Report considers the primary reporting period as April 01, 2019 to March 31, 2020. However, some of the sections of the report represent facts and figures of previous years to provide a comprehensive view to the stakeholders.

Reporting framework

The Annual Report follows the International Framework as developed by IIRC (www.integratedreporting.org) and should be read in conjunction with the financial statements included herein and the notes thereto. The financial and statutory data presented is in accordance with the requirements of the Companies Act, 2013 (including the rules made thereunder), Indian Accounting Standards, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable laws.

Key Company information Dabur India Limited

ISIN: INE016A01026 BSE Code: 500096 NSE Code: DABUR CIN: L24230DL1975PLC007908

Forward-looking statements

Some information in this report may contain forward-looking statements which include statements regarding Company's expected financial position and results of operations, business plans and prospects etc. and are generally identified by forward-looking words such as "believe," "plan," "anticipate," "continue," "estimate," "expect," "may," "will" or other similar words. Forward-looking statements are dependent on assumptions or basis underlying such statements. We have chosen these assumptions or basis in good faith, and we believe that they are reasonable in all material respects.

However, we caution that actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Assurance

To ensure the integrity of facts and information, the Board of Directors and management have reviewed the Report and have carried out the independent assurance on sustainability disclosures presented in the report. The statutory auditors, Walker Chandiok & Co LLP, Chartered Accountants have provided assurance on the financial statements and the 'Independent Auditor's Report' has been duly incorporated as a part of this report.

This Report is also available online on www.dabur.com

Inside the Report

Corporate Overview

• Where Nature meets Science
• Our Vision & Mission
• Corporate Information
• Dabur At A Glance
• 10-Year Highlights
• About Dabur
• Our Manufacturing Footprint
• Our Power Brand Strategy
• Innovation @ Dabur
• Fighting the COVID Pandemic

• VocalForLocal

• Chairman's Message
• Q&A with CEO
• Stakeholder Engagement
• Risk Management & Opportunity
• Financial Capital
• Manufactured Capital
• Human Capital
• Natural Capital
• Social & Relationship Capital
• Intellectual Capital

Board & Management Reports

• Management Discussion & Analysis
• Report on Corporate Governance
• Directors' Report

Financial Statements

• Standalone Financial Statements
• Consolidated Financial Statements
• Notice of Annual General Meeting

Where Nature meets Science

The combination of traditional Ayurvedic knowledge and modern-day science defines Dabur in its true sense. Representing the knowledge base relating to medicinal herbs, health and cure, Ayurveda is the greatest source of age-old wisdom. Modern-day science on the other hand not just helps validate the benefits of Ayurveda but also helps to offer these traditional benefits in ready-to-use and contemporary formats.

Dedicated to the Health and Well-Being of our consumers using the Science of Ayurveda, Dabur has been marrying this age-old traditional wisdom with modern-day Science for the past over 136 years to bring highly effective and efficacious products to meet the daily Health Care and Personal Care needs of our consumers.

Committed to delivering time-tested and quality-proven products, Dabur is trusted by generations. Evoking a sense of wellness and trust in the minds of our consumers, Dabur is today not just the original custodian but also the modern face of Ayurveda, an enterprise where Nature meets Science!

Our Vision & Mission

"Dedicated to the Health & Well-Being of every Household"

"Contemporise Ayurveda and make it relevant for the new generation"

Ownership

This is our Company and we accept personal responsibility and accountability to meet business needs.

Passion for Winning

We all are leaders in our area of responsibilities with a deep commitment to deliver results. We are determined to be the best at doing what matters the most.

People Development

People are our most important asset. We add value through result-driven training, while encouraging and rewarding excellence.

Consumer Focus

We have superior understanding of consumer needs and develop products to fulfil them.

Team Work

We work together on the principle of mutual trust and transparency in a boundary-less organisation. We are intellectually honest in advocating proposals, including recognising risks.

Innovation

Continuous innovation in products and processes is the basis of our success.

Integrity

We are committed to the achievement of business success with integrity. We are honest with consumers, with business partners and with each other.

		Corporate	Board &	Financial
Dabur India Limited	Annual Report 2019-20	Overview	Management Reports	Statements	5

Corporate Information

Board of Directors

Mr. Amit Burman, Chairman Mr. Mohit Burman, Vice Chairman Mr. Aditya Burman, Director Dr. Ajay Dua, Director Mr. Ajit Mohan Sharan, Director Mrs. Falguni Nayar, Director Mr. Mohit Malhotra, Whole-Time Director & CEO Mr. P. D. Narang, Whole-Time Director Mr. P. N. Vijay, Director Mr. R. C. Bhargava, Director Dr. S. Narayan, Director Mr. Saket Burman, Director

Mr. Sanjay Kumar Bhattacharyya, Director

EVP (Finance) & Company Secretary

Mr. A. K. Jain

Auditors Walker Chandiok & Co. LLP

Internal Auditors

Pricewaterhouse Coopers Pvt. Ltd.

Bankers

State Bank of India Punjab National Bank Standard Chartered Bank The Hongkong & Shanghai Banking Corporation Ltd. Citibank N.A. HDFC Bank Ltd. ICICI Bank Ltd. Bank of Nova Scotia IDBI Bank Ltd.

Corporate Office

Dabur India Limited Dabur Corporate Office, Kaushambi, Sahibabad, Ghaziabad-201010 (U.P.), India Tel.: 0120-3962100 Fax: 0120-4374929

Website: www.dabur.com Email: corpcomm@dabur.com Email for investors: investors@dabur.com

Registered Office

8/3, Asaf Ali Road, New Delhi-110002, India Tel.: 011-23253488

Dabur At A Glance

An Indian multinational

Manufacturing presence in

9 countries

28.2%

Revenue from International Business

Products sold in

100+ countries

7,740

Employees Globally

Our Performance in FY 2019-20

` 8,704 Crore

Revenue from Operations

` 1,445 Crore

Net Profit

` 8.18

Earnings Per Share

20.6%

Operating Margin

Maps not to scale. For illustrative purposes only.

Consumer Care Business 57.6% Food Business 10.9% International Business 28.2% Others 3.3% Consolidated Revenue mix by SBU

Consolidated Revenue Break-Up

Consumer Care Business - India

5 Top Overseas Countries
#1 Egypt
#2 Saudi Arabia
#3 US A
#4 Turkey
#5 Nepal

10-Year Highlights

in ` Crore (except per
share data)	FY11^^	FY12	FY13	FY14	FY15	FY16	FY17	FY18	FY19	FY20
Financial Results
Revenue from Operations	4,105	5,305	6,169	7,094	7,827	7,869	7,701	7,748	8,533	8,704
Other Income	32	57	109	128	158	217	298	305	296	305
Operating Profit	800	890	987	1,179	1,305	1,518	1,509	1,617	1,740	1,792
Operating Margins (%)	19.5%	16.8%	16.0%	16.6%	16.7%	19.3%	19.6%	20.9%	20.4%	20.6%
Profit Before Tax (PBT)	708	790	948	1,155	1,308	1,554	1,611	1,693	1,725	1,728
Taxes	139	146	183	219	251	300	330	335	279	280
Tax Rate (%)	19.6%	18.5%	19.3%	19.0%	19.2%	19.3%	20.5%	19.8%	16.2%	16.2%
Profit After Tax (PAT)	569	645	763	933	1,055	1,251	1,277	1,354	1,442	1,445
PAT Margins (%)	13.9%	12.1%	12.4%	13.2%	13.5%	15.9%	16.6%	17.5%	16.9%	16.6%
Financial Position
Net Fixed Assets (incl. Goodwill)	1,531	1,668	1,674	1,789	1,927	1,773	2,001	2,070	2,033	2,399
Current Assets, Loans & Advances	4,171	2,315	2,689	3,056	2,731	3,229	3,126	3,453	3,604	4,885
Current Liabilities & Provisions	1,458	1,384	1,414	1,887	1,942	2,169	2,278	2,491	2,720	2,521
Share Capital	174	174	174	174	176	176	176	176	177	177
Reserves & Surplus	1,217	1,543	1,921	2,482	3,178	3,995	4,671	5,530	5,455	6,430
Shareholders' Funds	1,391	1,717	2,095	2,656	3,354	4,171	4,847	5,707	5,632	6,607
Equity Share Data
Earnings Per Share	3.3	3.7	4.4	5.2	6.1	7.1	7.2	7.7	8.2	8.2
Dividend Per Share	1.2	1.3	1.5	1.8	2.0	2.3	2.3	7.5	2.8	3.0
Book Value per Share (BVPS)	8.0	9.9	12.0	15.2	19.1	23.7	27.5	32.4	31.9	37.4
No. of Shares (In Cr)	174.1	174.2	174.3	174.4	175.7	175.9	176.2	176.2	176.6	176.7
Share Price (unadjusted)	96	106	137	180	266	250	277	327	411	450
Market Cap	16,722	18,536	23,887	31,310	46,653	43,961	48,856	57,602	72,586	79,562

^^ Bonus Issue of 1:1 during the year

Share price and market capitalisation as on end of fiscal

FY18 to FY20 are as per IndAS and takes into account GST

FY16 and FY17 are as per IndAS

FY11 to FY15 is basis IGAAP

About Dabur

Dabur touches millions of lives every day. Built on a legacy of quality and experience of over 136 years, Dabur India Limited is the world's largest Ayurvedic and Natural Health Care Company with a portfolio of over 250 Herbal/Ayurvedic products.

Known as the 'Custodian of Ayurveda', Dabur has been marrying traditional wisdom with modern-day science to develop products for consumers across generations and geographies. Today, brand Dabur evokes feelings of Trust, Health & Well-Being in the minds of our consumers.

Dabur today operates in key consumer products categories like Hair Care, Oral Care, Health Care, Skin Care, Home Care and Foods. The Company has a wide distribution network, covering over 6.7 million retail outlets with a high penetration in both urban and rural markets. Dabur's products also have a huge presence in the overseas markets and are today available in over 100 countries across the globe. Its brands are highly popular in the Middle East, Africa, SAARC countries, US, Europe and Asia. Dabur's overseas revenues account for 28.2% of the total turnover.

Our Manufacturing Footprint

8
International
Manufacturing
Locations
Nepal
Turkey
UAE
Egypt
Bangladesh
Nigeria
Sri Lanka
South Africa

Map not to scale. For illustrative purposes only.

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	13

Our Power Brand Strategy

The story of Dabur began with a small, but visionary endeavour by Dr S. K. Burman. With missionary zeal and fervour, Dr Burman provided people with effective and affordable cure for fatal diseases of those days, like cholera, malaria and plague. Soon the news of his medicines travelled, and he came to be known as the trusted 'Daktar' or Doctor who came up with effective cures.

In 1884, Dr Burman set up Dabur to produce and dispense Ayurvedic medicines, reaching out to a wide mass of people who had no access to proper treatment. The name Dabur is derived from the Devanagari rendition of Daktar Burman, a combination of 'DA' from Daktar and 'BUR' from Burman.

Over the years, Dabur has transformed itself from a fledgling medicine manufacturer in a small Calcutta house to a transnational Indian enterprise with a manufacturing footprint spanning four continents and its product reaching out to over 100 countries across the globe. Today, its brands are household names that evoke feelings of Trust, Reliability and Health.

Dabur is home to over 400 trusted products and over 1,000 SKUs. In order to provide adequate focus and investment to key brands, Dabur has put in place a Power Brand strategy.

Dabur has identified 9 Power Brands – Dabur Chyawanprash, Dabur Honey, Dabur Lal Tail, Dabur Honitus, Dabur Pudin Hara, Dabur Red Paste, Dabur Amla Hair Oil, Vatika and Réal fruit juice – that account for more than 70% of its total Sales.

Disproportionate investments are being put behind these brands to not just improve visibility, but also enhance distribution and to increase the pace of innovation by way of new product, variant and format launches. As part of this strategy, the Company has sharply increased advertising and media spends for the power brands. In addition, to make each of these brands relevant to the millennial population, a number of initiatives are being planned through new packaging, new formats, communication, marketing mix, etc. There is also a greater focus on digital communication with each of these brands to improve connect with the millennials and Gen-Z.

A majority of these Power Brands fall in the Health Care space, where Dabur – as the country's leading Natural and Ayurvedic Healthcare Company – has the right to win. With this strategy, Dabur seeks to not just grow the categories where it is currently a market leader, but also sizeably increase its presence and market share in some large categories where its brands are relatively smaller in size.

	Annual Report 2019-20
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Dabur Chyawanprash

The flagship health supplement brand from the House of Dabur and a leader in the category, Dabur Chyawanprash today commands over 60% share in the branded Chyawanprash market in India. Known as the elixir of life, Dabur Chyawanprash is a timetested Ayurvedic formulation of more than 41 Ayurvedic herbs that aid in boosting the immune system, thereby protecting the body from everyday infections. Driving category growth, increasing usage occasions, improving penetration and growing the chemist coverage are the key pillars of Dabur's growth strategy for this brand. The Company is also working on introducing modern formats and communication targeting youth and kids.

Dabur Honey

Another leading brand from its Health Care portfolio, Dabur Honey is the largest player in the branded Honey market and has been synonymous with fitness and a healthy lifestyle. In addition to highlighting the health benefits of Honey, the Company is stepping up innovation by launching a range of premium variants, besides moving it from the medicine cabinet to the breakfast table by increasing its usage as a food product and immunity booster.

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	19

Dabur Lal Tail

Dabur Lal Tail is a leading player in the Baby Massage Oil category. The Company is focussing on gaining market share in this category by communicating its clinically proven benefits and Ayurvedic positioning, besides expanding the distribution footprint for the product. Dabur also plans to expand its presence in the Baby Care market by creating a bigger portfolio of Baby Care products.

Dabur Honitus

An Ayurvedic medicine for cough relief, Dabur Honitus is clinically proven and provides fast relief against acute cough and throat irritation. We are working towards growing our market share in the cough and cold category in India by reinforcing our Ayurvedic positioning and distribution enhancement, besides launching a host of new formats and variants.

Dabur Pudin Hara

An Ayurvedic medicine for indigestion, Gas and Acidity, Dabur Pudin Hara is known for providing quick relief from stomach ailments. As part of the growth strategy for this Power Brand, Dabur has started connecting with millennials through digital media, besides scaling up its powder fizz format.

Dabur Amla Hair Oil

India's largest selling Hair Oil brand, Dabur Amla Hair Oil has been the most preferred Hair Care brand for generations of Indians. While strengthening the core brand through aggressive spends and enhancing its value proposition of 'Asli Amla, Dabur Amla' on the one hand, the Company is also building greater connect for the brand with millennials through launch of premium variants. One of the recent initiatives was the launch of Dabur Amla Kids hair care range of hair oil, shampoo and detangler. Alongside, we are also working on creating moats around Dabur Amla through flanker brands like Brahmi Amla and Sarson Amla.

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	21

Dabur red paste

The flagship toothpaste brand in the Dabur portfolio, Dabur Red Paste has been among the fastest selling toothpaste brands in the country, steadily gaining market share. While on the one hand, the Company is extending Dabur Red brand to premium formats, it is also growing the brand's rural franchise through low-priced affordable packs.

Réal Fruit Power

The youngest brand in the Dabur portfolio, Réal has been the fastest brand to grow to ` 1,000 crore. The company plans to extend the portfolio under Réal in adjacent areas, offer value-priced drinks in addition to adding premium variants on wellness platform.

vatika

One of the youngest and largest brands in the Dabur portfolio, Vatika has a large presence outside India with overseas sales accounting for a lion's share of the brand's overall turnover. Dabur is now working towards scaling up the Vatika franchise in India with the launch of new variants besides extending its distribution beyond South India. The Company is also working towards cross-pollinating Vatika's highly successful international portfolio in India.

PROJECT RISE (Regional Insights and Speed in Execution)

Dabur has also rolled out Project RISE (Regional Insights and Speed in Execution), an analytics-based project for capturing regional market opportunities. India is an amalgamation of different clusters with each cluster having distinct consumer beliefs, patterns and preferences. Dabur today views India from the lens of 12 different geographical clusters. As part of this project, the Company has been capturing consumer, packaging and media insights from the different clusters and transforming these ideas into quality products and communications which provide new growth opportunities. Focussed trade interventions, activations, distribution initiatives and consumer promotions have also been put in place, in addition to launching region-specific products and variants suited to the local consumer preferences.

Innovation @ Dabur

Innovation is not merely a buzzword at Dabur. It is deeply ingrained in all aspects of our culture and DNA. Our speed of innovation, our ability to marry traditional Ayurvedic knowledge with modern-day science, complete focus on quality and high distribution reach have been our key strengths in the marketplace.

The first steps in this journey can be traced back to the year 1919 when Dabur established its dedicated Research laboratory for Ayurvedic medicines. Since then, it has been a story of continuous innovation from diversification into Ayurvedic and Natural Personal Care with the launch of Dabur Amla Hair Oil in 1940 to the introduction of India's first packaged and branded Chyawanprash in 1949. The year 1970 saw Dabur enter the oral care market with the launch of Dabur Lal Dant Manjan, a conveniently packaged herbal toothpowder made available at affordable prices. Another major step forward in this journey was our decision to brand and launch an Ayurvedic digestive medicine as Hajmola in 1978. Hajmola, which continues to be the most preferred digestive tablet in the country with its unique chatpata taste, was soon extended to the confectionery market with the launch of Hajmola Candy, which became an instant hit.

There have been several such examples over the past century, the most notable among them being Dabur's decision to roll out its highly efficacious and popular toothpowder Dabur Lal Dant Manjan in a paste format with Dabur Red Paste, in the year 1995. The launch of Réal Fruit Juices soon followed in 1997, which pioneered the concept of packaged fruit juices in India. Subsequently, Dabur also rolled out ethnic cooking pastes and chutneys with the brand Hommade.

The year 2004 saw Dabur step outside India's shores with a unique game plan to establish a local supply chain and manufacturing base in the overseas countries. While we followed the same brand architecture as in India, with brands like Dabur Amla and Vatika, the products introduced under these brands were tailored to suit the needs of the local populace there. This has been one of the key ingredients of our success abroad.

The past few months have seen Dabur accelerate its innovation strategy, rolling out over two dozen products with a majority of them being introduced within two months of the COVID-19 outbreak. A number of these products were fasttracked to meet the growing consumer need for quality immunity-boosting products in the wake of COVID outbreak. In addition, the year also saw Dabur expand its presence in the personal and household hygiene space with a slew of new introductions.

Annual Report 2019-20	Corporate Overview	Board & Management Reports	Financial Statements	27
The new launches cover the following categories:
	health care
international business			Pers onal & Household Hygi ene
foodS		Pers onal care

Following are some of the new products launched in the recent months:

HeaLth Care

1. Dabur Tulsi Drops

A natural Immunity Booster, it also helps build respiratory health and provides effective protection from Cough and Cold.

2. Dabur Haldi Drops

A 100% Ayurvedic Immunity Booster, Dabur Haldi Drops also has anti-inflammatory and anti-microbial properties.

3 Dabur Amla Juice

A concentrated juice of Indian gooseberry, this is a natural immunity booster.

4. Dabur Giloy-Neem-Tulsi Juice

A combination of three potent immunity-building herbs.

5. Dabur Ayush Kwath Kaadha

A concoction of Tulsi, Shunthi, Dalchini and Maricha, Dabur Ayush Kwath Kaadha is an immunity booster recommended by Ministry of AYUSH for strengthening your body's internal immune system to fight illnesses. It is also useful in managing cough, cold and sore throat.

6. Dabur Trikatu Churna

An Ayurvedic remedy that relieves throat infection and improves digestion.

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	29

7. Dabur Giloy Ras

A concentrated juice of Giloy, a natural immunity booster

8. Dabur Ashwagandha Capsules

An Ayurvedic capsule containing the wonder herb Ashwagandha that builds immunity and helps reduce daily physical and mental stress.

9. Range of 7 Ayurvedic Churnas

A range of seven single herb Churnas, which includes three Immunity-boosters like Giloy Churna, Amla Churna and Ashwagandha Churna. The other products in this range are Hareetaki (Harad) Churna, Neem Churna, Arjun Chhal Churna and Brahmi Churna.

10. Dabur Immunity Kit

A holistic kit, containing 6 immunity boosting products like Dabur Chyawanprash, Giloy ki Ghanvati (Giloy tablets), Giloy Churna, ImuDab (Immunity building syrup), Honitus and Stresscom (Ashwagandha) capsules. This kit was launched to offer consumers a holistic package of immunity boosters in the wake of the COVID outbreak.

11. Dabur NatureCare Kabz Over

An Ayurvedic medicine having ingredients like Haritaki, Ajwain, Castor Oil, Saunth, Senna and Saunf providing effective relief from constipation, gas and acidity.

5

Personal & Household Hygiene

1. Dabur Sanitize Hand Sanitisers

A range of alcohol-based hand sanitisers that is highly effective in providing effective protection from disease-causing germs.

2. Dabur Sanitize Air Sanitisers

An aerosol-based sanitiser that is highly effective in killing airborne germs and sanitising your personal spaces and home.

3. Dabur Sanitize Multi-Surface Disinfectant Spray

An aerosol-based product that is used to sanitise household items and high-contact areas like doorknobs, staircase railing, lift buttons, computers, car keys etc.

4. Dazzl Sanitize Disinfectant Floor Cleaner

A floor cleaner product that kills 99.9% germs & viruses.

5. Dabur Sanitize Antiseptic Liquid

An antiseptic disinfectant and antibacterial that's highly useful for first aid, medical and personal hygiene, for minor cuts, scratches and wounds.

6. Dabur Sanitize Germ Protection Soap An antiseptic health soap.

Dabur India Limited	Annual Report 2019-20	Corporate Overview	Board & Management Reports	Financial Statements	31

7. Dabur Veggie Wash

A soap-free, chlorine-free and alcohol-free liquid that's used to wash fruits and vegetables before storing. It removes germs, bacteria and fungus from fruits and vegetables.

8. Dazzl Floor Cleaner

A disinfectant floor cleaner product that kills 99.9% germs.

9. Dazzl Multi-Purpose Cleaner

An all-surface cleaner with germ-kill properties.

10. Dazzl Disinfectant Spray

An all-purpose disinfectant spray.

11. Dabur Suraksha Kit

A personal safety kit that includes a reusable facemask, face shield, gloves, head cover and a hand sanitiser.

12. Odonil Air Sanitizer

An aerosol-based sanitiser for your personal spaces and home.

Personal care

33	Financial Statements	Board & Management Reports	Corporate Overview	Annual Report 2019-20

1. Vatika Ayurvedic Shampoo

An Ayurveda-based shampoo that offers gentle cleansing and conditioning.

2. Dabur Amla Aloe Vera Hair Oil

A light non-sticky hair oil with amla and aloe vera, which nourishes and moisturises hair, making it thick and strong.

3. Dabur Badam Amla Hair Oil

A new flanker brand with key ingredients of Badam and Amla.

4. Fem Fruit Bleach

A new facial bleach.

5. Dabur Amla Kids Hair Care range

A specialised hair care range for kids, comprising Hair Oil, Shampoo and Detangler.

foodS

• 1. Réal Masala Mixed Fruit juice
• 2. Réal Masala Aam Panna
• 3. Réal Masala Pomegranate juice
• 4. Réal Pink Guava
• 5. Réal Aloe Vera Kiwi juice
• 6. Réal Mixed Berries juice
• 7. Dabur Amla Plus
• 8. Réal Masala Sugarcane juice

Dabur India Limited	Annual Report 2019-20	Corporate Overview	Board & Management Reports	Financial Statements	35
---------------------	-----------------------	-----------------------	-------------------------------	-------------------------	----

• 9. Réal Activ 100% Tender Coconut Water
• 10. Réal FruitORS (2 variats)
• 11. Réal Milk Shake (4 variants)
• 12. Réal Mango Drink in PET
• 13. Réal Koolerz Mango Drink

international business

• 1. Dabur Honitus Herbal Lozenges (in UAE)
• 2. Hobby Sea Salt Spray (in Turkey)
• 3. Hobby Kids Hair Gel (in Turkey)
• 4. Hobby BB Weightless Hair Mousse (in Turkey)

• 5. Dabur Organic Virgin Coconut Oil (in GCC)

• 6. Dabur Herb'l Toothpaste Alpha Range (in UAE and Oman)

• 7. Vatika Sanitizing Body Wash (across GCC markets)
• 8. Dermoviva Sanitizing Range of Gels, Soaps, Sprays and Wipes (across overseas markets)

	Corporate	Board &	Financial
Annual Report 2019-20	Overview	Management Reports	Statements	37

• 9. Dabur Amla Hair Repair Solutions (in UAE and Oman)
• 10. Garden of Eden Liquid Soap (in Turkey)
• 11. Hobby Marshmallow Shower Gels (in Turkey)
• 12. Hobby Fresh Care Shower Gels (in Turkey)
• 13. ORS Colorblast Range (in USA)

12

11

Fighting the COVID Pandemic

While most part of FY 2019-20 progressed smoothly, the end of the financial year saw the emergence of a global pandemic that changed the way people lived and did business, all over the globe.

The world around us changed with the emergence of the COVID-19 pandemic and the resultant lockdowns imposed by governments across the globe to arrest its spread, leaving markets and economies in shambles. Despite reporting steady growth through the first 11 months of the year, our annual performance for FY 2019-20 was severely impacted by the COVID outbreak as the nationwide lockdown brought sales to a virtual standstill in the second fortnight of March 2020.

Our response to COVID can be put in the following five categories:

1. Employee Safety & Well-Being

As reports of the spread of CoronaVirus started coming in, Dabur stepped up efforts to protect the health of its employees. The following measures were put in place to protect our employees' health:

• We provided our employees easy access to our range of immunity-building medicines through special counters set up in offices
• Suspended the biometric attendance system across all locations
• Cancelled all travel both Domestic and International
• Reinforced safe behaviour across our locations by limiting the size of gatherings/meetings and avoiding external visitors to the premises, besides asking employees to avoid in-person meetings and encouraging video conference
• Security personnel at all our offices were provided infrared non-contact temperature sensors to screen all employees and visitors entering the premises
• High contact areas like elevator buttons, door handles, handrails, bathroom taps etc. were sanitised at regular intervals
• Employees were offered assistance with hospitalisation treatment and mediclaim in case of any COVID-related emergency
• As the number of COVID cases grew in the country, Dabur announced 'Work from Home' for all office-based employees from March 15, 2020

• Special 'Work from Home' guidelines were drafted offering simple tips in being highly productive while working from home
• We put in place a regular communication channel with all employees, wherein the senior management interacted with them on a regular basis, informing them about various health and safety updates, developments within Dabur and our efforts to manage the COVID-related crisis
• All managers were encouraged to maintain daily contact with their teams, not just for work but also to enquire about their health and well-being
• Employees were also provided computer hardware and necessary IT support to ensure business as usual even during the lockdown

We also worked closely with the state authorities across the country to organise special passes for select critical activities, which required personal presence for business continuity reasons.

2. Brand Building

The lockdown not only changed the way we lived but also the way consumers viewed media. Media consumption patterns changed drastically with newspapers being banished from most households in the initial days of the lockdown over fears of spreading COVID-19 and consumers remained glued to news channels for latest updates on the pandemic. While most entertainment channels witnessed a drop in viewership, the national broadcaster Doordarshan gained favour from viewers as it started repeat telecast of yesteryears' popular historical serials like Ramayan and Mahabharat with these series topping viewership charts.

Our response to this changing landscape

• Dabur altered its media mix by discontinuing ads in newspapers, General Entertainment Channels and shifting focus to news channels, which were drawing high visibility
• We increased our focus on marquee events on TV like Prime Minister Narendra Modi's Address to the Nation and 'Mann Ki Baat' programmes

• Heavy advertisements were pumped-in on Doordarshan, specially on the historical serials like Ramayan and Mahabharat, which were drawing high eyeballs

• To top it all, we also recrafted our brand communications establishing the Immunity Building, Germ Kill properties of Dabur brands

• With consumers staying home during the lockdown and consuming more Digital media, we also increased our focus on Digital and Social Media with relevant content around CoronaVirus, lockdowns and protection from germs
• Special social messages and videos were created to thank the frontline Corona Warriors like police personnel, health workers, sanitation workers etc
• As the original custodian of Ayurveda, Dabur and its various Health Care brands put together special educational and public interest videos for social media, highlighting the benefits of Ayurveda in fighting COVID-19, further establishing Dabur's credentials in immunity-building arena
• With no new outdoor shoots possible, we also developed special 'Slice of Life' films from home videos and shot within households using hand-held cameras and mobile phones to reach out to millennials on social media during the lockdown

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Digital was, in fact, the big playground for most brands as we worked with celebrities to create deeper engagement with consumers on Social Media and targeting their specific needs during the lockdown.

• With our culinary brand Hommade, for instance, we joined hands with leading celebrity chefs to create a series of easy recipes that consumers could try at home during the lockdown period
• Dabur Amla Hair Oil, on the other hand, created a new digital campaign around building bonds with loved ones during this lockdown. As part of this, we asked consumers to share their favourite Champi (Head Massage) moment with us
• Dabur also increased visibility and scaled up presence on e-Commerce chains

Even consumption patterns saw a marked shift with personal hygiene and preventive healthcare gaining importance in the consumer mindspace. The growing consumer need for immunity can be gauged by the fact that search for the word 'Immunity' on Google shot up five-fold in the initial days of the COVID pandemic. In addition to immunity-booster, personal hygiene products like hand sanitisers have also today become an essential part of the monthly grocery basket for households. To address this growing consumer need, Dabur fast-tracked the launch of new products across Healthcare, Home & Personal Care and Foods categories.

3. Go-To-Market

The lockdown put the entire Sales system in complete disarray with stockists unable to open their outlets and availability of vehicles, manpower for product delivery emerging as key challenges. With consumers indulging in panic buying of daily use products, most retail outlets were also staring at stockouts in the initial days of the lockdown.

To meet these emerging challenges, Dabur overhauled its Go-To-Market strategy and put in place several new steps to ensure uninterrupted supplies of our products. These include:

• Motivating our Stockist Network to operate from home and take delivery early in the morning
• Supplemented Stockist staff with our Sales force
• Deployed third-party Delivery vehicles to assist stockists in ensuring timely and uninterrupted supplies to retailers
• Provided Health Insurance cover to over 2,200 Sales personnel at stockists to cover COVID emergencies
• Incentive scheme launched for delivery boys who report on duty and stockists who open for business

• Worked closely with State, Central Government to secure physical, e-passes for our Sales personnel

• Our Sales team even used their personal vehicles to deliver goods to Retail outlets

• With most beauty salon and parlours closed, we realigned the entire parlour channel volunteers to general trade
• Rolled out Suraksha Store concept with Ministry of Consumer Affairs to adopt Kirana stores and convert them into COVID Safe Shopping Zones
• With regular channels under lockdown, we tied up with Online Delivery Services like Swiggy, Dunzo, Zomato to ensure uninterrupted supplies to retailers
• Tied up with newspaper vendors to service retailers early in the morning
• Ensured placement of Dabur's immunity-booster products in Dairy and Kirana Stores
• Initiated 'Immunity at your Doorsteps' programme by setting up sales kiosks at housing societies, community parks and petrol pumps across the country to directly reach out to consumers with our range of immunitybuilding products and juices
• Leveraged technology to drive order booking and Sales. Introduced a Mobile App for retailer order booking. Also launched order booking through WhatsApp and through our Call Centre, besides initiating orders through Tele-calling

4. Streamlining Supply Chain

Complying with the Government directive, Dabur temporarily suspended production at its manufacturing units, except for essential products like Ayurvedic medicines, Chyawanprash, hand sanitisers, hand wash etc., in the larger public interest. Within 7-10 days, Dabur sought and received permissions to operate its manufacturing units for producing a range of essential items like Hand Sanitisers, Hand Wash, Disinfectants, Ayurvedic Medicines, Juices, Coconut Water, Honey etc.

However, the reverse migration of labour to their respective hometowns impacted availability of trained manpower at the units, which prevented scale-up of operations. Also, non-availability of truck drivers hampered smooth movement of raw material, packing material and finished products.

Dabur reached out local people in areas around its manufacturing units and even secured permissions from state authorities to hire and transport people from as far away as Jharkhand to its manufacturing units in Jammu, Uttarakhand and Baddi to bridge the gap.

Today, all our manufacturing units are operational and are working at near normal operating capacity. As we commenced operations, several steps were taken to ensure smooth functioning of our units and safety of our workmen. These include:

• Fumigation of all areas with a disinfectant on a weekly basis
• Placing hand sanitisers at all areas
• Deploying special buses to transport workers from nearby areas to the plants, with Social Distancing maintained inside the bus
• Thermal screening of employees and truck drivers during entry and exit at the Security Gate
• Sanitising of delivery vehicles
• Restricted number of employees travelling together in elevators
• Regular cleaning of all high contact areas
• Adequate social distance maintained in cafeteria, including while seated
• Floor marking in shop floor to ensure social distancing

The steps taken to ensure smooth functioning of Supply Chain include:

• Introduced new vendors for Raw Material and Packing Material; actioned alternate options quickly and standardised RM, PM across categories, wherever possible
• With trucks in short supply, Printers and Packaging Material vendors even delivered goods to our factory gates in their personal vehicles
• Deployed smaller vehicles to transport key raw materials in the absence of trucks
• Blocking of additional Third-Party capacity to overcome capacity utilisation challenges
• New Third-Party units were also activated at a short notice for new hygiene products
• With some supplier units falling in Red Zones, beefed up inventory of required material
• As we started running out of packing material for hand sanitisers, we switched to using Skin Care and Hair Oil packs that are already available in our units for packing hand sanitisers
• Import substitution with local raw material

5. Community Welfare

The COVID has impacted lives and livelihood all around us. As a good Corporate Citizen, the Dabur Group pledged its support towards India's fight against COVID-19 by lending a hand to the Government's efforts to endure the social and economic impacts of the Coronavirus pandemic as well as protecting vulnerable populations by enabling access to food and essential supplies. Towards this end, the Dabur Group has established a 'Dabur Care Fund for COVID-19', to protect lives and livelihood, and support those affected by the COVID-19 pandemic.

Dabur Group earmarked a fund of ` 21 Crore towards relief efforts, helping meet immediate needs of those most affected by this pandemic.

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Following were the initiatives undertaken by Dabur towards supporting the community in this fight against COVID-19:

● Donation to PM CARES Fund

A sum of ` 11 Crore was contributed to Prime Minister's Citizen Assistance and Relief in Emergency Situation Fund (PM CARES Fund) by Dabur India Limited and other entities in the Group

● Employee Contribution

Employees of Dabur India Ltd also contributed one-day Gross Salary towards relief measures for COVID-19. The funds raised were also donated to PM CARES Fund

● Protective Kits for frontline Police Personnel and Health Workers

The Dabur Group is providing Health & Hygiene Kits to Police Personnel across the country as they work towards ensuring the safety of citizens during the lockdown period. These kits include Face Masks, Hand Sanitisers and immunity-booster medicines like Dabur Chyawanprash

● Immunity and Nutrition support to Communities and Migrant Workers

We are working with local NGOs and community leaders in extending support towards provision of nutritious meals and medicines to people in need during this lockdown. As part of this relief package, Dabur has provided over 10,00,000 litres of fruit juices and coconut water to support the nutrition needs of the urban poor and migrant workers. In addition, we have been supporting communities with dry ration

We are providing range of our hygiene products, like Hand Wash and Hand Sanitisers, to various hospitals set up for COVID-19. We have rolled a mobile testing van in Noida to support the UP Government's efforts towards increasing COVID testing in the district. This van has been conducting 200-250 COVID tests every day free of cost.

● Hygiene and Safety for Communities

Safety and Personal Hygiene have also emerged as key needs within the community. To meet the growing need for preventive gears like face masks in rural India, Dabur has engaged members of the tailoring centres that it operates in the hinterland to stitch face masks, which are being distributed free of cost to villagers and Rural Health Centre workers

#VocalFor Local

As the world prepares for life after COVID-19, Economies across the globe are more likely to look inwards. The same holds true for India with the 'Made in India' tag being a key unifying factor for millions of Indian consumers with the power to influence purchase decision.

In the days following the COVID outbreak, millions of Indians have rediscovered the power of Ayurveda. The Ministry of AYUSH, in its guidelines, advocated use of Ayurvedic remedies and Yoga to boost your immunity to fight against the pandemic. This was followed by our Prime Minister Mr. Narendra Modi's clarion call for an Atma Nirbhar Bharat (self-dependent India) and being 'Vocal for Local'.

Responding to this call, Dabur rolled out a series of campaigns that not only harnessed India's traditional knowledge like Ayurveda, but also talked about our diversity and our indigenous products that are an integral part of our identity.

As a brand, Dabur evokes feelings of Trust, Health and Well-Being in the minds of our consumers. With our 'Vocal for Local' campaign, we are highlighting the Indian roots of Dabur and our 136-year-old heritage of caring for every Indian household's health and well-being. Our brand communications around #Vocal4Local reflect our Ayurvedic and Indian heritage, and our strong sense of pride about 'Made in India, by Indians, for Indians'.

These campaigns were promoted on digital media and also on mainstream media like television, particularly news channels.

Two videos were specially created as a part of this initiative. The first campaign, with the anthem "Ye Bharat Hai Hamara, Ye Dabur Hai Hamara" (https://www.youtube.com/ watch?v=dxZ90b_6AvE), sought to showcase the strong legacy of the various Dabur brands and their role in the everyday lives of our consumers.

The second film – "Mitti Se Judey Hum, Barson Se Saath Khadey Hain Hum" (https://www. youtube.com/watch?v=zolxKg3YJvw) – reaffirmed Dabur's 136-year-old legacy of protecting the Health and Well-Being of every Household at a time when India is embarking on a process of rebuilding itself in the aftermath of the COVID pandemic.

Chairman's Message

Our brand portfolio, which includes 18 brands with more than one billion rupees in Revenue, remains unmatched in the FMCG industry.

Dear Shareholders,

Let me begin by wishing you good health and safety in these troubled times. I sincerely hope you stay safe and protected from COVID.

My heart goes out to the families and friends of all those people whose lives have been impacted by the pandemic. I would also like to take this opportunity to show my immense gratitude to all our frontline heroes – police personnel, doctors, health workers and sanitation workers – for their efforts in keeping us safe.

Dabur has also been at the forefront by lending a helping hand in the fight against the disease by supporting various national and local institutions and the central and state governments. The Dabur Group has committed ` 21 crore towards these relief measures. Details of our COVID relief initiatives have been provided in this report.

With the COVID pandemic impacting economies, lives and livelihood all over the world, the Company's sales and profits were also impacted during last quarter of the financial year. Despite the COVID impact, Dabur ended FY 2019-20 with a 2% growth in Revenue from Operations at 8,704 Crore. Net Profit for the full year stood at 1,445 Crore, reflecting a similar level as last year. Excluding exceptional items, Net Profit for the year marked a growth of 5.8%.

Before the CoronaVirus outbreak, Dabur was on track to deliver a strong operating performance on the back of Power Brand strategy, aggressive brand-building and distribution enhancement initiatives. The year saw Dabur progress on its growth strategy by investing heavily behind the nine identified Power Brands, majority of which fall in the strategically important health care domain. The strategy paid off with these brands reporting good growth during the year and gaining market share in their respective categories. Details of the Power Brand strategy are presented in the following sections of this report.

We also continued to expand our distribution footprint, particularly in the hinterland, taking up our village coverage to 52,000 villages by the end of March 2020 as against 44,000 villages in March 2019. Our direct retail coverage has also increased from 1.1 million outlets to 1.2 million outlets during the year. With the lockdown restrictions easing now, we are continuing our strategy of distribution expansion and plan to increase the village network to 60,000 villages by the end of the current financial year, besides increasing the direct coverage to 1.5 million outlets over the next 2 to 3 years.

Our International business was on track of strong growth before it was impacted by Covid-19. In addition to this crisis, macro-economic slowdown driven by declining oil prices further started to impact our business particularly in the MENA region. We successfully mitigated the impact with a series of localised measures and initiatives and ended the year with strong gains in market shares across most categories. Our International Business reported growth of 4.9% during FY 2019-20. We will continue to leverage our global presence, natural heritage, consumer-relevant innovations and unmatched product portfolio to generate strong profitable growth in our international business.

Corporate Overview

Science of Ayurveda

Since the COVID outbreak, the demand dynamics have undergone a sea change with consumers increasingly seeking Ayurvedic products that build immunity, besides products to meet their personal and household hygiene needs. As the country's largest Ayurvedic products maker, our business is well positioned to address this trend with our portfolio of immunity building products. We have further strengthened this portfolio with the introduction of a whole new range of Immunity Boosters. We have also entered the personal and household hygiene market, details of which have been provided in other sections of this report.

As an organisation, we have always believed in the benefits of Ayurveda and have been propagating the goodness of Ayurveda for the past 136 years. In the past year, we have taken several steps to further enhance the popularity of Ayurveda and make it more mainstream which includes launch of contemporary formats, enhanced distribution and visibility and promotion on digital media. Samvaad conferences were organised to discuss Ayurvedic products, processes and new developments in this field with medical professionals. We also organised health camps and doctor meets to disseminate information about the efficacy of Ayurvedic medicines in managing healthcare including lifestyle diseases that are surfacing in current times.

Future Ready

The nimble-footedness and agility that our management team has displayed in responding to the changing dynamics in the marketplace with a more streamlined portfolio and refreshed positioning to meet the emerging needs of our consumer is indeed commendable. During the year, more than 50 new products have been introduced across categories, a majority of which were launched during and after the lockdown period reflecting a strong and committed effort to mitigate the immediate crisis and emerge from it stronger and Future Ready.

Our brand portfolio, which includes 18 brands with more than one billion Rupees in Revenue, remains unmatched in the FMCG industry. With our strong heritage and our unmatched product portfolio, we are confident of effectively managing our business, regardless of the operating environment and relentlessly working towards delivering long-term value for our stakeholders.

Caring for Environment

The Company has a strong commitment towards environment sustainability and social development. We continue to build on this strength by working more proactively in the areas of plastic waste management and community welfare. This year, we expanded our plastic waste management initiative to 25 states, collecting and processing/recycling over 12,000 MT of post-consumer plastic waste, which accounts for around 60% of our plastic waste generation. This is part of our commitment to reducing the impact of our business on the environment and be a responsible corporate citizen. Our commitment to social responsibility is also reflected in the several welfare programmes we run across the country. Details of these activities are provided in other sections of this report.

Our biodiversity initiatives also gained pace during the year and Dabur distributed over 19 lakh saplings of medicinal plants free of cost to farmers across the country. Today, we grow these rare medicinal herbs in over 4,800 acres of land spread across the country with over 6,900 farmers benefiting from the exercise.

Looking back, I would say FY 2019-20 was not an easy year especially towards the end. But I know that we can count on the experience of our management team and the commitment of our 7,000-plus employees worldwide to weather any storm that comes our way.

I would like to take this opportunity to thank our colleagues across the globe for their continued hard work and commitment over the last year, and particularly during the COVID-imposed lockdown. We owe our success to them. They are our true Corona Warriors and their commitment is what drives our business forward during these troubled times and positions us for sustainable growth in the future. We are today a much more agile organisation that is fuelled by the passion and entrepreneurship spirit of our employees.

I would also like to extend my gratitude to our distributors, vendors, business associates and our consumers for their continued support and commitment towards Dabur India Ltd. Finally, I thank you, our esteemed shareholders and investors, for your continued trust, confidence and guidance in these trying times.

We are committed to investing strongly behind our business and driving it on a strong growth trajectory and we look forward to continuing this rewarding journey together with you in the current fiscal and beyond.

Sincerely,

Amit Burman Chairman

Q&A with CEO MR. MOHIT MALHOTRA

Our Power Brand strategy has worked well, and our brands continue to outgrow the industry across all categories, winning market share even when category growths are negative in some cases.

Q. You have just completed the first year of being CEO of Dabur. How was fiscal 2019-20 for you?

A. Mr. Mohit Malhotra: The year was going well for us till COVID happened. We set new paradigm of excellence, strengthened the strategic framework, stepped up on innovation and were steadily moving forward on our growth trajectory through most part of the year despite the overall macroeconomic headwinds and demand slowdown in the industry. Our Power Brand strategy has worked well, and our brands continue to outgrow the industry across all categories, winning market share even when category growths are negative in some cases. Our International Business too posted good growth during the first eleven months of the year.

Till February 2020, Dabur was on track to deliver around 6% growth in Revenue and 14% growth in Net Profit before exceptionals. However, the onset of CoronaVirus pandemic and nationwide lockdown in March impacted the revenue and profitability severely and we ended FY 2019-20 with a 2% growth in Revenue from Operations and 5.8% growth in Net Profit before exceptional items.

Q. COVID-19 has been an unprecedented event globally. How is Dabur handling the business in this pandemic? Has there been a tactical change in strategy to cope with this situation?

A. MM: To succeed in this uncertain and highly dynamic environment, we needed to be agile and seize opportunities in a very short timeframe. We had to quickly adapt our business approach, mobilise our teams to put in a strong effort despite lockdown restrictions, besides leveraging technology and innovation to address the changing environment and the emerging needs of our consumers.

We completely changed the way the organisation worked, adapting the existing policies and procedures to changing times. The situation was so dynamic, that every hour a different decision had to be taken.

We put in place a 24x7 war room with our sales, marketing and supply chain teams to share and resolve issues on a real-time basis. As the situation became more complex and we decided to step on gas with innovation, the war room was extended to other functions, including R&D. This is how we were able to launch more than 40 new products, re-purpose the brands and launch extensive campaigns on mainstream media as well as digital platforms during the lockdown period. This has brought about a highly collaborative culture in the organisation, bringing out the inter dependence of all functions and has significantly enhanced the risk-taking ability of our teams. COVID, in fact, has acted as a catalyst for change. We have become much more agile, nimble-footed and quick in our execution.

Communication and connecting with partners and business associates have become more seamless today, enabled by technology. Technology has, in fact, gained substantial prominence in the organisation now. With physical order-booking becoming difficult during the lockdown period, we leveraged technology to make the process simpler and seamless for our partners. We rolled out a Mobile App for retailers, commenced order-booking on WhatsApp and activated our Call Centre to take orders from retail outlets across the country. We also saw a major increase in our e-commerce sales and anticipate this channel to continue to gain salience. There has been a steep jump in advertising through digital media and even activities like market research are now becoming digital and online. We believe these initiatives are not just for the short term but will lead to more opportunities for an efficient and technology-enabled working culture in the organisation.

COVID has also been a trigger for change in the way we operate our business. We are implementing Continuous Replenishment System (CRS) to manage our inventories better. We have been able to reduce the

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pipeline inventory by almost 5-6 days. A new module of Drishti, the front-end ERP platform, has been rolled out for majority of our distributors and we are bringing in greater automation in a lot of our functions. In fiscal 2019-20, we had upgraded to SAP HANA, which has enhanced the capability of our IT systems. All these initiatives will make the company more efficient and Future-Ready.

Q. What are the key consumer trends you see developing, going forward?

A. MM: Health and Hygiene have emerged as the key consumer needs in the post-COVID world. Ayurveda-based preventive healthcare and hygiene – both personal and household – are gaining prominence in the consumer mindspace. People are now more inclined to prophylactic health remedies, especially immunity boosting products. This trend would sustain, going forward. In view of this changing consumer behaviour, we have revamped our portfolio mix with immunity boosting healthcare and hygiene products gaining prominence.

Dabur has introduced a slew of innovations under the immunity umbrella to cater to this growing consumer need. We are also conducting clinical trials on Chyawanprash, in addition to prophylaxis studies on Ashwagandha and Giloy, specifically with respect to COVID-19. These studies are expected to generate data to back the efficacy and effectiveness of this Ayurvedic remedy on preventing COVID-19 and also its effect on recovery from COVID and reducing the severity of COVID infection. There is also greater collaboration now between the Public and Private sector. For instance, Dabur is conducting studies for Prophylaxis and management of COVID-19, along with various State Governments and the Ministry of AYUSH. This offers a great opportunity for Dabur to make Ayurveda mainstream and popularise hitherto hidden gems of Ayurveda for prophylactic healthcare.

While the demand for hygiene products may moderate once the pandemic subsides, we believe that need for hygiene will get embedded in lifestyle and habits of people. This health crisis has become an inflection point in giving a major fillip to categories such as hand and surface sanitisers, veggie wash and disinfectants and some of these trends are likely to sustain over the longer term.

The pandemic has also led to a shift in shopping behaviour of consumers with the propensity for online shopping increasing. Targeting this emerging trend, we are launching a series of new products exclusively for online markets.

• Q. Have you made any change in the way you are looking at innovation and what is the strategy going forward?
• A. MM: I believe a crisis is not to be wasted. It is, in fact, an opportunity to work harder, strengthen the business with new capabilities and innovations to emerge stronger and further entrench our leadership position in the marketplace. That's exactly what we did with COVID. We have transformed ourselves as an organisation, become more aggressive and fearless. We have also enhanced our risk-taking ability, encouraging our employees to become more entrepreneurial. To support this attitude, trusting people and accepting failures is also important – which is what we are doing.

Innovation is critical to our sustained success. To support this, we have not only increased our R&D spends but are also ensuring that innovations are targeted and quick to market. This shift in our Innovation strategy is the reason why we have been able to roll-out more than 40 new products within a span of three months since the COVID outbreak. We are planning to continue adding more products and offer age-old Ayurvedic remedies in convenient and modern formats which will not only increase our repertoire but also provide a better connect with millennials in future.

Q. How is your Power brand strategy panning out and have you made any changes in your strategy?

A. MM: The Power Brand strategy has been one of the key pillars of our growth strategy. A year back, we had started this journey with 8 Power Brands – Dabur Chyawanprash, Dabur Amla Hair Oil, Réal, Dabur Honey, Dabur Red Paste, Dabur Lal Tail, Dabur Honitus and Dabur Pudin Hara. We have since expanded this portfolio with the addition of Vatika as an International Power Brand. Together, these 9 Power Brands account for more than 70% of our total Sales.

We have been putting disproportionate investments behind these brands to improve visibility, enhance distribution and drive innovation by way of new products, variants and format launches. These focussed initiatives, which have helped these Power Brands improve connect with the millennials and Gen-Z, will continue. The brands continue to grow ahead of their categories and gain market share.

We will stay the course with this strategy, which includes building flanker brands for our Power Brands. We started this with Dabur Amla and are now extending it to other Power Brands.

• Q. What is your strategy for healthcare and how large is the opportunity for this business?
• A. MM: Dabur is the world's largest Ayurvedic and Natural Healthcare Company. This is a space where Dabur has the right to win, with our portfolio of Ayurvedic Healthcare products that are highly popular and household names in India. We are very excited about the year ahead, particularly with our strong pipeline of product innovation and strong route to market and execution strategy.

A majority of our new introductions have been in the healthcare space, where consumers are today seeking products to boost their immunity and fight illnesses. Going forward, we will be further strengthening this portfolio with the launch of a string of Ayurveda-based products in modern, ready-to-use formats. Our aim is to make Ayurveda mainstream.

COVID has acted as an inflection point, increasing the relevance of Ayurveda in consumers' minds. As an organisation, we want to structurally change the skew of our product portfolio to give greater prominence to Healthcare, which is also margin accretive, and reduce our reliance on the HPC category. COVID has enabled it, increasing the contribution of Healthcare in our Consolidated Sales.

This is a great opportunity for Dabur and is in line with our stated mission of being dedicated to the 'Health and Well-Being of every Household'. There is currently good momentum in healthcare and we will leverage this tailwind to build the business further through innovation, distribution enhancement and higher visibility.

Stakeholder Engagement

At Dabur, we firmly believe that Stakeholder Engagement is critical for the sustainable growth of our business. We define our key stakeholders as individuals and organisations that affect or are affected by our business. We believe in maintaining an open, honest and clear communication with our stakeholders, recognising that our success and sustainability depends on their input and active involvement.

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Stakeholder	Why they are important	How we engage with them	Key Interests of the Stakeholder
Employees	Our employees are fundamental to the achievement of our Vision of being 'Dedicated to the Health and Well-Being of every Household'. The pride, passion and commitment that our employees contribute to the Company are essential to our success. We believe that people could perform to their best of abilities only if they feel truly connected. So, our focus is on creating an atmosphere and delivering an employee experience where they feel strongly connected to the Company and are able to do what they do best, each day. We strive towards offering them a dynamic and inclusive working environment with plenty of opportunities to grow.	● Regular communication from the CEO ● Career Development & Advancement opportunities ● Talent management and succession planning ● Cross-Departmental training programme for fresh Management Graduates ● Learning and development strategy; Training programmes ● Listening: Surveys and colleague groups ● Transformation strategy to encourage diversity and inclusivity in the workplace ● Rewards & Recognition ● Web-based platforms to ease their functioning ● Health and safety management with team building sports activities and exercises that also help employees stay fit and active	● Career opportunities ● Well-Being ● Training and Development ● Pay and conditions ● Colleague engagement
Consumers	Consumers are at the heart of every move at Dabur. As the world's leading Ayurvedic and Natural Healthcare Company, understanding their ever changing needs and behaviours allow us to deliver relevant and efficacious products, retain consumers and attract new ones. It helps us identify new opportunities for growth. At Dabur, we believe in a customer centric approach – designing products that begin with understanding the customer. Because, our success as an organisation depends on them.	● Understand consumer needs, improve and design products based on their specific needs ● Dedicated Call Centre & Consumer Cell to address all queries and grievances ● Consumer Activations, Participation in exhibitions & events to give consumers an opportunity to touch, feel & experience our products ● Focussed Group Discussions to reach out to our consumers across markets and spread awareness about product benefits and help them differentiate between a spurious product and a genuine Dabur product ● Information sharing and free product distribution through Dabur website ● Consumer Satisfaction surveys ● Social Media engagement	● Availability of Products ● Customer Service and Grievance Management ● Convenience ● A wide range of products to suit their needs

Stakeholder	Why they are important	How we engage with them	Key Interests of the Stakeholder
Shareholders & Investors `	Shareholder outreach is the cornerstone of our governance framework at Dabur. As a publicly listed company, we provide fair, balanced and accurate information to instil trust and confidence among our investors and allow them to make informed investment decisions. We strive to provide timely and accurate information on our strategy, performance and prospects to all our shareholders, at the same time. Our investors help us maintain our Industry-leading governance practices.	● Quarterly Investor Calls with Institutional Investors ● Investor presentations and one-on-one meetings ● Annual General Meeting for retail shareholders ● Press Releases about latest developments and new product introductions at Dabur ● Publication of Quarterly Results and Annual Report ● Latest updates published on Dabur website	● Sound and transparent Corporate Governance policies ● Access to Management ● Future-oriented information ● Risk information ● Operating and financial performance
Business Partners & Vendors	Our Business Associates, covering the entire Supply Chain, help ensure security of raw material and packing material supply and speed to market of finished products. Brand Dabur relies heavily on the high standards of our carefully selected suppliers, turnkey operators, transporters and stockist partners to deliver best-in-class products to our consumers across the globe. They are also our partners in the journey to accelerate environmental and social improvements across the value chain.	● Dealer conferences and Business meetings, both physical and virtual ● Direct contact and briefings ● Regular interaction with the CEO to spread understanding of mid-term plan and product awareness ● Online Dealer Management System to help establish seamless business transactions	● Long-Term Relationship ● Future-oriented information and growth strategy ● Quality management ● Cost efficiency ● Ethical Trading policy
Local Communities	Dabur strives for a positive impact in the communities where we operate. Effective communications and a well thought out development agenda are crucial for building trustful relationships with local communities. This ensures continued viability of the business in the long term. We believe that strong and prosperous communities enable strong and prosperous businesses.	● Community Development initiatives aimed at building an inclusive society ● Engaging with local NGOs to upgrade the skill sets of local communities and help them earn additional income ● Initiatives to improve their Health and Hygiene standards ● Engage them in recycling initiatives ● Focus on sustainability	● Empowerment and upliftment of underprivileged sections ● Activities towards Health, Skill Development and Income Generation

		Corporate	Board &	Financial
Dabur India Limited	Annual Report 2019-20	Overview	Management Reports	Statements	57

Stakeholder	Why they are important	How we engage with them	Key Interests of the Stakeholder
Government & Regulatory Authorities	Policies and regulatory changes provide opportunities for the company and, at times, may also pose risk to our operations. We adhere to the relevant laws and regulations of the country in which we operate and believe in conducting business ethically and responsibly. We also work closely with the Government in their development agenda.	● Compliance to all Rules and Regulations ● Direct contact with Regulatory bodies and engaging with them productively ● Conducting joint research and studies ● Participating in working groups, conferences, events etc.	● Compliance ● Undertake joint programmes with local governments
Media	Engaging with the fourth estate transparently is absolutely necessary to disseminate information about the Company and products to the public at large. As a business-to consumer company, we need strong multi-channel exposure to connect with consumers and our wider stakeholder audience.	● Regular Media conferences and Press Releases to disseminate accurate information about the Company, its products and about the impact of various developments on the Company ● Product videos and peer reviews ● Advertising campaigns ● Improving and updating Social Media content on Twitter, Facebook and YouTube	● Transparency ● Reliable and timely information sharing ● Accurate information on Products, Pricing and Strategy ● Access to the Top Management
Industry Associations	Regular engagement with industry associations helps raise awareness about the Company's contributions to the Society and the Economy. It also helps in Public Policy Advocacy.	● Participation in industry and cross-industry discussions and meetings ● Undertake joint programmes with local governments	● Participation in industry forum ● Joint initiatives

Risk Management & Opportunity

As a global player, the Company perceives and regularly monitors several risks in its operations that could impact its business. We operate in an environment that's highly Volatile, Uncertain, Complex and filled with Ambiguity (VUCA). Effective risk management is a key success factor for realising our strategic objectives. Risk Management takes place in many different processes and operations throughout the Company to ensure the long-term resilience of the business. Our endeavour is to not just identify these risks and manage them but also seek an opportunity in every risk.

		Corporate	Board &	Financial
Dabur India Limited	Annual Report 2019-20	Overview	Management Reports	Statements	59

Risk Management Process at Dabur

At Dabur, risk assessment is undertaken based on the likelihood of occurrence and possible impact. This assessment metric is pre-defined and approved by the Risk Management Committee. Risk Registers are categorised into Critical and Non-Critical with High and Medium Risks forming part of Critical Risk Register while Low Risks form part of Non-Critical Risk Register.

Each unit and business division is responsible for identifying the probable risks in their areas of operation, which is then escalated to the management level. The Risk Department coordinates with all Corporate functions, Units and Zonal Offices, seeking updation of existing risks as well as identification of new, emerging risks in their respective areas, if any. All updates received are discussed with Chief Risk Officers for their inputs before being presented to the Management Committee every quarter.

Our Risk Management framework is implemented at various levels across the organisation. The roles and responsibilities are detailed below:

Level	Roles & Responsibilities
Board of Directors	● Overall responsibility of Risk Management ● Determine Strategic Approach to Risk ● Reviewing effectiveness of the Management System
Audit Committee	● Provide oversight of the financial reporting process, audit process, the Company's system of internal controls and compliance with laws and regulations
Risk Management Committee	● A 7-member Committee comprising two Independent Directors: ▶ Dr. Ajay Dua (Chairman and Independent Director) ▶ Mr. Amit Burman (Member and Non-Executive Promoter Director) ▶ Mr. Mohit Malhotra (Member and Executive Director) ▶ Mr. P. D. Narang (Member & Executive Director) ▶ Mr. P. N. Vijay (Member and Independent Director) ▶ Mr. Lalit Malik (Member, CFO and Joint Chief Risk Officer) ▶ Mr. A. K. Jain (Executive VP-Finance, CS and Joint Chief Risk Officer) ● Ensuring effectiveness of the Company's Risk Management framework ● Focussing on strategic risks and reviewing progress of the mitigation plan ● Reviews, assess the quality, integrity and effectiveness of the Risk Management plan and systems ● Ensuring that risk policies and strategies are effectively managed ● Ensuring that risks taken are within the agreed tolerance and appetite levels ● Reviewing and approving Risk-related disclosures
Management Committee	● Ensure adherence to risk management policies and procedures ● Implementing prescribed risk mitigation actions ● Reporting risk events and incidents in a timely manner
Chief Risk Officers	● Formulating and deploying Risk Management policies and procedures ● Providing updates to Management Committee and the Board from time-to-time on the enterprise risks and actions taken
Risk Co-ordinator	● Facilitating execution of Risk Management practices in the organisation ● Working closely with business units, business enabling functions and mitigation action owners in deploying mitigation measures and monitoring their effectiveness ● Working with cross-functional teams for identifying, monitoring, and mitigating operational risks ● Providing periodic updates to the CRO and quarterly updates to the Management Committee on risks to key business objectives and their mitigation
Zonal & Unit Heads and Process Owners	● Ensuring units are managed in accordance with the Company's risk management practices ● Ensuring compliance with risk management policies and procedures ● Ensuring effectiveness of risk mitigation actions ● Reporting risk events and incidents relating to their units and divisions in a timely manner

		Corporate	Board &	Financial
Dabur India Limited	Annual Report 2019-20	Overview	Management Reports	Statements	61

Risk Appetite

Undertaking business activity inevitably leads to taking risks. Our risk appetite is the level of risk we deem acceptable to achieve our business objectives. The nature of the risk is a key determinant of our risk appetite. At Dabur, our Risk Management framework considers the following broad categories of risks:

Risks & Concerns

At Dabur, we closely monitor the potential risks and opportunities that arise from Political, Economic & Regulatory environment, Exchange Rate fluctuations, Technology changes, Environment and Climate Change, and Competition. Following are some of the risks identified by us from a business perspective and our approach towards addressing them.

Financial 62 Dabur India Limited Annual Report 2019-20 Statements 63

COVID-19

Challenge

COVID-19 emerged as an unexpected and unprecedented risk during the last month of FY 2019-20, severely impacting all aspects of our business operations both in India and abroad. Lockdowns were announced across the world to arrest the spread of the virus, which brought operations to a near standstill during the last fortnight of March 2020.

Impact on Sales

• The sudden lockdown resulted in loss of both topline and bottomline
• With pre-season sales of summer-centric products not being possible, seasonal brands like Réal, Glucose, Pudin Hara were impacted. There was also impact on the Ethical business
• The lockdown also led to non-availability of salesmen and delivery boys, which hurt the order-booking process
• Demand dynamics saw a major shift with consumers buying only essential products and larger packs to avoid frequent trips to the market
• Demand for discretionary products hit a low as consumer demand shifted in favour of Preventive Healthcare and Hygiene products
• Channel sales also witnessing a big shift with the resurgence of neighbourhood Kirana stores along with a big uptick in E-commerce sales. With Hotels, Restaurants and Caterers closed, the HORECA business is showing a huge dip in sales
• Liquidity crunch both in trade and at the consumer end also impacted sales negatively
• Sales in some channels like Parlour also impacted negatively

Impact on Manufacturing Operations & Supply Chain

• Production was suspended across all manufacturing units in the second fortnight of March

• With several ancillary units and suppliers falling in Containment Zones and Hot Spots, the Supply Chain was also fractured with movement of Raw Material and Packing Materials getting impacted

• As the fear of COVID infection spread, migrant workers started moving back to their hometown. This reverse migration resulted in a shortage of trained manpower in factories

• We also stared at production loss in some cases due to non-availability of Raw Material, Packing Material and Manpower
• With several state borders being sealed, inter-state movement of material was affected
• Movement of goods, including finished products, was also hit by the shortage of truck drivers
• Logistics disruption was also being faced due to changes in regulations as well as manpower shortage, resulting in longer lead time for supply of RM & PM along with potential cost increase of Freight & Manpower

Impact on Finance

• The negligible Sales in the last days of March 2020 resulted in an increase in inventory
• Loans and advances also increased primarily due to non-receiving of Area-based GST refunds
• Profitability of the Company was impacted due to loss of sales

Mitigation Strategy

Dabur moved quickly to respond to the changing dynamics in the marketplace, right from securing supplies of essential raw and packing material to revamping its portfolio construct by introducing a host of new products in line with the growing consumer need, and deploying new Go-To-Market strategies to drive Sales.

Mitigating Impact on Sales

• Strengthened the Preventive Healthcare portfolio with the launch of new immunity boosting products to cater to the growing consumer need
• Fast-tracked launch of a range of new hygiene products like hand sanitisers, air sanitisers etc
• Added capacity for Dabur Chyawanprash and Dabur Honey in line with the growing demand for these products
• Altered the media mix and communication to better reach out to the consumers

		Corporate	Board &	Financial
Dabur India Limited	Annual Report 2019-20	Overview	Management Reports	Statements	63

• Countering the impact of HORECA shutdown by reaching out to alternate institutions like Hospitals, Quarantine Hotels, etc
• Increased focus on channels like E-commerce and Open Format GT stores
• Joined hands with online delivery service providers like Swiggy, Delhivery, Dunzo and Newspaper vendors to ensure uninterrupted supplies of Dabur products to retail outlets and consumer households. Initiated supplies directly to retailers from C&FA
• We also engaged Third-Party Delivery vehicles to ensure uninterrupted supply of our products to retail outlets
• Leveraged technology to facilitate the order-booking process by introducing retail order-taking through Mobile App, WhatsApp and Call Centre
• Cross-functional core team created to periodically review Sales across brands
• Production initiated basis recent sales trends and not basis forecast alone
• Special Medical Insurance cover for nearly 2,200 Sales personnel

Mitigating Impact on Manufacturing Operations & Supply Chain

• Dabur received permissions and commenced operations at its manufacturing units within 7 days
• Stepped up Safety protocols at all our units to ensure the safety and health of our workers
• To ensure smooth functioning of the Supply Chain, we activated new Third-Party units and used smaller transport vehicles and even personal vehicles to transport key raw material and packing material to our manufacturing units

• Priority SKUs list drawn up by cross-functional team to tap market opportunities

• Quick start-up of production of sanitisers, immunity kits, Giloy tablets, Ashwagandha capsules, Tulsi drops, hand wash liquids and many other hygiene products

• Key products like Chyawanprash, Honey, Dabur Red Paste etc. being produced in multiple factories
• Increased direct business volumes with fleet owners of trucks instead of brokers for Finished Goods movement
• Strategic buying increased in select raw materials to cover anticipated shortages and price hike risks. We also started holding higher inventories in critical packing material
• Inter-changeable vendor network activated to supply to multiple factories, simultaneously

Mitigating Impact on Finance

• Working capital managed by control on Debtors and planned inventory management
• Collections were driven by online Banking and selective incentives for early payments
• Stock pile-up in most places reduced in April 2020 through effective planning, restoration of supply chain

Result

• Effectively stemmed loss of Sales
• Created a new Future-Ready product portfolio
• Improved overall organisational efficiency
• Operations back to near normal levels in record time

Capital Affected

• Financial Capital
• Manufactured Capital
• Human Capital
• Social & Relationship Capital
• Intellectual Capital

Financial 64 Dabur India Limited Annual Report 2019-20 Statements 65

Regulatory Risk

Challenge

Continued changes in the federal tax structure influence the fundamentals of the business. The Regulatory environment in the Consumer Goods industry continues to evolve with newer Health & Safety norms in the works. While some regulatory changes create new business opportunities, others come with significant costs and business restrictions.

Mitigation Strategy

• Work closely with regulatory bodies and Government Authorities
• Adhere to all the statutory and regulatory requirements on a timely basis
• Ensure smooth tradition to new regime, whenever required, through collaborative engagement with different stakeholders in the Supply Chain

Result

• Robust business growth without any major incidents
• Maintained our brand reputation as a sound governed Company

Capital Affected

• Financial Capital
• Social & Relationship Capital

Environment & Climate Change

Dabur has a range of products based on Nature and natural ingredients. The adversity of Climate Change has significantly impacted the supply of these Nature-based raw material, which are critical to the production of some of our popular brands and products.

Mitigation Strategy

• In order to mitigate the impact of climate change, we are committed to reducing our absolute energy consumption and CO2 emissions
• Adopting clean energy, recycling waste and working towards increasing biodiversity by involving local communities
• Under our biodiversity initiatives, we have identified environmentally-sensitive species of medicinal plants and herbs, and developed methodologies to address their sustainability concerns
• We have put in place direct interventions for either cultivating or sustainably collecting these critical medicinal plants, involving local farmers

Result

• Ensured sustained and continued supply of critical raw material, leading to smooth functioning of the business
• Helped improve income levels of local farmers

Capital Affected

• Manufactured Capital
• Social & Relationship Capital
• Natural Capital

Counterfeit Products

Challenge

Counterfeit and spurious products are a global problem of enormous scale, impacting almost every sector. In India, the presence of counterfeit is specifically high in FMCG, causing significant losses to the industry and the Government. Not only are they a major drain on the National exchequer, spurious products also lead to loss of consumer confidence in the brand.

		Corporate	Board &	Financial
Dabur India Limited	Annual Report 2019-20	Overview	Management Reports	Statements	65

Mitigation Strategy

• Join hands with local authorities across states to identify and target spurious and counterfeit products manufacturers, including label printers
• Constantly change product packaging to stay ahead of spurious products makers
• Regular interaction with communities and consumers to raise awareness about brands and educate them about counterfeit products

Result

• Over 250 raids conducted by local authorities across 19 states
• Seizure of goods worth over ` 10 Crore
• 192 spurious products were recovered during FY 2019-20 and two new locations identified where spurious products were being manufactured

Capital Affected

• Manufactured Capital
• Social & Relationship Capital

Plastic Waste

Challenge

With several states banning use of plastic, the onus of collection and responsible disposal of plastic waste generated by their packaging has been put on Companies. We are required to put in place an effective waste collection and processing/recycling mechanism in order to collect post-consumer plastic waste generated by Dabur's products.

Mitigation Strategy

• As a Responsible Corporate Citizen, Dabur has joined hands with Central Pollution Control Board (CPCB) approved recyclers and processors to collect all types of post-consumer plastic waste and process/recycle them

• In FY 2019-20, this initiative covered 25 states and we have successfully collected and processed/recycled over 12,000 MT of post-consumer waste

• The recyclable waste is sent for recycling whereas the non-recyclable waste is transported to Waste-to-Energy Plants and cement kilns for incineration

• We have also formed a consortium with other corporates to put together the system for collecting
• Post-consumer plastic waste, particularly non-recyclable multilayer plastics (MLP)
• Also organised awareness camps in Schools, Residential Areas etc. to educate people about waste segregation at source

Result

• Increase in collection of plastic waste and MLP
• Created value for all stakeholders especially for the community in which we operate

Capital Affected

• Social & Relationship Capital
• Natural Capital

Exchange Rate Fluctuation

Challenge

Being a transnational enterprise, we are exposed to risks from fluctuations in exchange rates that may have an adverse impact on our business. The principal foreign exchange transaction exposure comprises the geographical location of Dabur's overseas production facilities, the sourcing of raw material and sales outside India.

Mitigation Strategy

• Keeping in view the position of Rupee in the market vis-á-vis foreign currency, Dabur has been taking forward cover for foreign currency exports and imports from time to time
• The foreign currency borrowings are fully hedged at the time of inception itself as per the Forex policy framework
• Driving growth in local markets abroad to drive Revenue and Profitability of businesses in individual geographies and their respective local currencies
• In our International business, we are making efforts to maximise local procurement

Result

● Reduced impact by exchange rate fluctuation on our profitability

Capital Affected

● Financial Capital

Competitive Intensity

Challenge

The Consumer Goods landscape is forever changing with the entry of new players in the domestic and international markets and emergence of new demand trends, which may lead to loss of Revenue and Consumers.

Mitigation Strategy

• As the original custodian of Ayurveda, Dabur has been developing products by marrying the traditional knowledge of Ayurveda with modern-day science to cater to the changing needs of consumers
• We have a strong R&D team that follows a 'bush-to-brand' approach in creating a range of highly efficacious Ayurveda and Nature-based products
• Quick to respond to the changing consumer needs in the post-COVID world by introducing an array of new products
• We ensure all the individual ingredients and products meet consumer needs and expectations and are compliant with regulatory standards

Result

• Sustained Revenue and Profitability
• Increased consumer reach
• A Future-Ready portfolio
• Known as the most trusted Ayurvedic brand in India

Capital Affected

• Financial Capital
• Social & Relationship Capital

`

Inflation

We are subject to market risk with respect to commodity price fluctuations in a wide range of materials which are drawn from the agriculture and petroleum value chains. With the growing need for Ayurveda-based interventions in the post-COVID scenario, demand for medicinal plants are also likely to grow across the industry.

Mitigation Strategy

We hedge exposure to commodity risks through a judicious mix of long-term contracts in seasonal items and strategic buying initiatives in other commodities.

• Additional quantities of select herbs being procured in view of the anticipated higher consumption and to de-risk supply disruptions on account of COVID-19
• A robust governance framework is in place to safeguard the business from market volatility in terms of price and availability
• Selective price increase in our products

Result

● Managed impact of commodity price fluctuation on Profitability and Cost

Capital Affected

● Financial Capital

	Corporate	Board &	Financial
Annual Report 2019-20	Overview	Management Reports	Statements	67

`

Finance/Credit Risk

Challenge

We are subject to Credit Risk in view of the impairment in the value of our investments in securities that have been downgraded and we are facing a default risk on payment of Principal and Interest by these securities.

Mitigation Strategy

• Provision for complete Investment amount has been taken and the Risk stands mitigated
• Recovery will be monitored under Non-Critical Category

Result

● ` 100 Crore impact on our bottomline

Capital Affected

● Financial Capital

Information Security

Challenge

Cyber threats have emerged as a key risk across sectors and industries. We face the risk of leak or misuse of sensitive data and information, including production plans, investment strategies and new product launches. There is also the risk of losing important information over the Internet.

With most employees now working from home in the aftermath of the COVID pandemic, and using unsecured networks, organisations are facing enhanced security vulnerability with information and data protection becoming paramount. The other challenges of sustained Work from Home include machine availability for Desktop Users; Tools for Virtual Collaboration; Secured System Access; and IT Support.

Mitigation Strategy

• Installed a robust IT security system to safeguard all our sensitive information
• Strict vigilance maintained in all offices and manufacturing locations, regarding entry of laptops, mobile phones, hard drives and pen drives to ensure no leak of information
• Spreading awareness among our employees on managing information
• Implemented policy regarding use of Social Media in offices
• Real-time back-up of SAP and e-mail data is undertaken to ensure Business Continuity
• With Work-from-Home becoming the new norm, we procured additional laptops a week prior to lockdown; also sent Desktop to homes of individuals
• Introduced Microsoft Team for virtual meetings & collaboration to sustain business operations
• Entire IT Team was virtually available and carried out all IT operations; visited Data Centre for regular physical inspection despite lockdown restriction

Result

• Protection of sensitive information
• Reduction in loss of data
• Ensured smooth functioning of business despite the lockdown

Capital Affected

• Human Capital
• Intellectual Capital

Financial Capital

Improving Financial Soundness to support Dabur's sustainable growth strategy.

At Dabur, we recognise that ensuring the stability of our financial base is key to realising our growth ambitions and creating value for all our stakeholders. To this end, we have always remained disciplined in cost management and driven efficiencies at all levels. We ensure that we have the appropriate level of capital and liquidity to support and protect our operations while continuing to invest in our business to harness the emerging opportunities.

FY 2019-20 Results

Dabur reported a Revenue from Operations of 8,704 Crore, up 2% from 8,533 Crore a year earlier. In the first 11 months of the year, Dabur was on track to deliver a best-in-class 6% growth in Revenue, but was derailed by the sudden onslaught of COVID-19 pandemic in March 2020.

		Corporate	Board &	Financial
70 Dabur India Limited	Annual Report 2019-20	Overview	Management Reports	Statements	71

Key Indicators on a Consolidated Basis

*Net Cash refers to total cash and investments minus the total debt **Investment in Brand Building refers to Advertisement and Publicity spends

Overall, the Company follows a prudent financial allocation policy for funding its capital requirements for capital expenditure, consistent dividend pay-out and building cash reserves for any acquisition opportunities that may come up.

Manufactured Capital

Building assets that are key to our achieving manufacturing and operational excellence while meeting the varied needs of our consumers across the globe.

Dabur, with its 136-year-long heritage, has unique competencies in the world of Ayurveda and Sciences and combine these to deliver innovative solutions that nourish, protect and improve the Health and Well-Being of our consumers across the globe. We depend on our extensive existing asset base of manufacturing plants, property and equipment to create products that are tailored to suit the specific needs of our consumers in over 100 countries across the globe.

Our Manufacturing Footprint

Alwar

Baddi

• Jammu
• Katni
• Narendrapur
• Nasik Newai
• Pantnagar
• Pithampur
• Sahibabad

Bangladesh

Egypt Nepal Nigeria South Africa Sri Lanka Turkey UAE

• Silvasa
• Tezpur

300 bps

Improvement in OEE in FY 2019-20 to 75%

7%

Increase in production over previous year

Our GTM Strength

26

C&F agents as on March 31, 2020

28

Warehouses across India

3,403

Super-Stockists & Distributors

12,599

Sub-Stockists

Map not to scale. For illustrative purposes only.

Map not to scale. For illustrative purposes only.

		Corporate	Board &	Financial
Dabur India Limited	Annual Report 2019-20	Overview	Management Reports	Statements	75

Manufacturing Excellence

CapEx Over the Years

FY 2017-18 FY 2018-19 FY 2019-20 239 213 ³⁷⁷

(in ` Crore)

We put a lot of emphasis on our manufacturing capability to ensure that our Supply Chain conforms to the highest standards of quality. We work cooperatively with our suppliers and customers to ensure quality standards are maintained across the Supply Chain.

Dabur has adopted innovation from the very beginning of our existence. We continue to implement and invest in enhanced food safety measures across our manufacturing operations, besides investing in introducing new technologies and operational efficiencies to maintain our competitiveness.

Excellence in Supply Chain operations is one of the key factors for driving our market leadership. Even during the lockdown enforced in view of the COVID pandemic, we were working closely with our customers and suppliers on contingency plans to minimise potential disruptions in supply of raw material, packing material and finished products.

Technology Absorption

We continue to upgrade our equipment and invest in new technologies that will contribute to achieving our goal of Product Excellence. The investment in modern equipment also plays a role in reducing the environmental impact of our manufacturing processes.

Following are some of the technology interventions undertaken at our manufacturing units during FY 2019-20:

• Installation of Radio Shuttle Racking System
• Installation of new high-speed line of multi-SKUs for Hair Oil
• Combi-bloc juice line with the facility to run multiple variants of Réal Juice
• Spectra Analyzer, IR-based Spectroscopy
• Real-time data capturing and messaging through SMS for stability chamber installed in QA dept
• Online data recording through automation of load cell mechanism in material lift

Human Capital

Building the foundations of a new era for Dabur.

From its formative years, Dabur has recognised the importance of Human Capital to the success of its business. Our founding father's vision of 'Health and Well-Being of every Household' has been the guiding light for the organisation, and also reflects on our work culture and people strategy.

While we continue to explore new horizons and meet increasingly competitive milestones in our growth journey, the real enabler is our increasingly young, vibrant, multi-cultural and diverse employee base.

Today, Dabur's globally dispersed 7,740-member strong workforce brings the world of Health and Well-Being to our consumers through a plethora of relevant product offerings. The Organisation, on its part, ensures that our employees stay passionate to our vision and values, well equipped with relevant knowledge to cope with the business challenges and remain motivated to achieve tougher targets in a competitive landscape. By promoting the mental and physical well-being of employees and allocating time for personal development, we aim to enable them to perform at their best.

$$
5,235
$$

2,505

Employees in Dabur

Employees in India

Employees in Overseas markets

Financial 78 Dabur India Limited Annual Report 2019-20 Statements 79

Diversity @ Dabur

Diversity at the workplace is not just a 'nice-to-have'. It is, in fact, a driver of better performance. An inclusive team that has diverse genders, races, origins, opinions and culture, helps us connect better with our customers and understand the needs of our consumers across geographies. It is our firm belief that a diverse organisation produces better business results and promotes a culture of respect.

Concerted efforts are being put to improve the Gender Diversity at Dabur, with special focus on functions like Marketing, E-Commerce and Modern Trade Sales, Finance and R&D functions, where the ratio of women has already seen a steady increase.

Dabur is working on a comprehensive strategy to improve our gender diversity across all functions in the coming years.

Dabur's Demographic Dividend

Profile by Age Group in India (As on March 31, 2020)

152

Millennials

Cultural Edifice – Enabling Employees to strive for Excellence

At Dabur, we believe that our organisational culture must foster an environment that enables everyone to perform consistently and deliver their best. Dabur's cultural DNA is highly entrepreneurial. It nurtures leadership through establishing personal excellence, succeeding through people and driving sustainable growth.

Every Dabur employee must adhere to a Code of Conduct that is intended to serve as a basis for ethical decisionmaking in the conduct of professional work. We also understand the importance of creating an emotional bond which permeates beyond formal relationship, helping us create and sustain employee engagement. Hence, we strive to create a work environment that fosters teamwork, healthy competition, camaraderie, recognition, and commitment.

Growth Through Talent Management

Over the years, Dabur has emerged as the preferred employer of choice, attracting the best talent available in the job market. We believe in hiring young talent and then grooming them to take up future leadership roles in the organisation. Today, Dabur is one of the most coveted employers on B-School Campuses and for people seeking lateral opportunities.

Attracting and retaining talent is a key focus area for us. India is home to a large and growing number of young people, who are not just our prospective employees but also likely consumers. Dabur has been tapping into the growing pool of young skilled workers, who we feel are best suited to understand and meet the future demand from younger consumers.

Under our flagship Dabur Campus Star programme, we selected Summer Interns from top B-Schools in the country and took them through a two-month internship across various regions of the country. Pre-Placement Offers were made to the top performers to join our Management Trainee Batch 2020 under the Young Manager Development Programme (YMDP) in FY 2020-21, where they undergo rigorous training in Sales & Marketing and Supply chain functions.

Our other successful Campus programmes include Young Sales Leadership Program (YSLP), which is aimed at fast-track induction of leadership talent in our Sales function. The GET programme, on the other hand, caters to our need for engineering talent in our manufacturing set-up, while under the Graduate Business Program, we hire graduate trainees from prestigious institutes for new-age roles in functions such as e-commerce.

Employer Branding: Fostering Dabur's Brand Image

To improve our engagement with Campuses, Dabur has been organising guest lectures and short-term projects with students from Premier B-Schools. Our employer branding efforts have borne fruit with Dabur India Limited consistently being ranked over rating of 4 on reviews at Glassdoor.

This year, Dabur undertook a special exercise aimed at bringing practical relevance to the Sales & Distribution course for students at the prestigious SP Jain Management Institute in Mumbai. Christened 'A day in the life of a Salesman', this initiative saw students from the institute accompany Dabur Sales Officers in Mumbai and spend a day with them in the field, gaining practical knowledge of working as a Sales professional.

Employee Engagement: Play Together, Grow Together

Dabur organises an Annual Family Day 'Utsav' at its Headquarter and across all regional offices and factories. This day-long event, open to all employees and their family members, provides an opportunity to engage with larger Dabur employees and helps us build strong and unbreakable relations with our employees. This also gives to the families of our employees a chance to socialise and get to know one another, which further helps build positive relations amongst colleagues and enhances the working culture.

We have also instituted a Rewards and Recognition programme, APPLAUSE Awards, which are given to employees who show exemplary performance, innovation or any special achievement on the job. Our CEO Excellence Awards recognise employees for their exemplary contribution on projects/initiatives, which have significant

business impact. This involves demonstration of actions that consistently go beyond what is expected within the usual scope of work and are above their normal call of roles and responsibilities.

To keep our Sales Force engaged, we have launched a 'Excellence Everyday' series on Facebook for instant recognition of the Field Staff and showcasing everyday excellence in areas like activation, sampling, unique sell-in techniques, capturing local opportunities etc.

We also conduct outbound training workshops for functions such as Finance & Accounts, where the flagship FINOVATION workshops incorporate elements of Innovation and functional learning and aim to hone teamwork and leadership skills of our employees.

Technology Accelerators: Leveraging IT tools

This year, we upgraded our web-based PULSE (Platform Used for Learning, Sharing and Engaging) to the latest RAMCO magna 2.3 version. With this upgrade, QSS (Quick Self Service) a new interactive user interface replaced the earlier home portlet screens on PULSE. Our PULSE Platform is already the preferred go-to IT-enabled system for our employees for all their HR-related needs.

We have also launched a new recruitment module for all our new recruits. This module replaced the Manual Manpower Indent Approval process with Online Request for Hire. In order to improve candidate experience and enhance employer brand, an online on-boarding portal has been introduced for new candidates to enter their details even before their day of joining.

Dabur introduced a new technology-enabled Visitor Management System (VMS) at its offices, starting with the Corporate Headquarters in Kaushambi, Ghaziabad. It is a tablet-based automated system that enhances employee safety and building security, improves ease and convenience of visitors and efficient online data management.

Dabur's HR team has started using predictive analytics for its dispersed workforce using the Tableau tool. This tool gives the HR team the power to analyse the workforce demographics in real-time and predict future trends and best course of action.

Training and Development: Developing a Future-Ready Workforce

Dialogues on Transformation Excellence @ Dabur (DTED Talks) is an initiative aimed at providing a platform for knowledge-sharing for our employees. This initiative commenced in the year 2018 where experts from the industry were invited to share relevant insights and experiences with our Senior Managers. It brings an 'outside in' perspective on topics that are relevant in today's business context and provide insights on future possibilities.

We have started multi-tasking proficiency training for our new Tezpur Manufacturing Unit to enhance competency of employees for running various product lines. We also introduced efficiencies in Tezpur Operations through initiatives such as job rotation and job enhancement. Dabur has also prepared a standard On-The-Job training manual and uploaded the same in Dabur's Operational

Excellence Portal, providing access to all our employees in the Operations functions whether they are based at India, SAARC or in our International Business Division.

GyanJyoti, our 4-tier training programme for factorybased employees completed 10 years, this year. Over the past decade, several hundred employees have undergone this programme at our Pantnagar, Baddi, Silvassa and Pithampur factories. This training intervention aims to make a learning organisation through continuous enhancement of education, proficiency and skill for overall development and taking on higher responsibilities.

Dabur is also leveraging e-learning for its employee training initiatives. We have tied up with an external partner MindTickle for providing our employees a Gamified E-Learning Platform where we host relevant training programmes in an interactive gamified environment. It has also helped us hone employee knowledge of basic systems and processes, supplemented with regular courses and quizzes.

Talent Development: Managing Employee Aspirations

Dabur has an unrelenting focus on talent development. Our Balance Scorecard-based performance management system forms the backbone of this process. This also incorporates an institutionalised Career Development Centre (CDC) that intends to identify future leaders and create a talent pool within the organisation. We identify and assess the key abilities of people under this programme and promote the high-potential employees to more responsible positions.

Dabur has been successfully conducting CDCs for over 15 years now and this exercise has helped us bridge talent gaps across various functions and levels. Several of our Top leadership Team today have undergone this exercise in the past.

This year, we conducted a Talent Review Exercise for the senior management in Dabur's India and SAARC operations to align our talent with new business priorities as envisaged in our Vision-5 strategy plan.

Our regional teams also aid in Talent and Performance Management and help facilitate identification, development and deployment of top talent in the field force, through various programmes such as Top Gun, WE Score, Champions Club and Mindset of a Champion.

Employee Wellness: The New Paradigm

Health and Well-Being are the key pillars of Dabur's business philosophy. Keeping in mind the holistic well-being of our employees, Dabur launched 'Fitness Dil Se', a Health & Wellness initiative for our field force across the country

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in partnership with HealthifyMe. This programme aims to inculcate a healthy lifestyle through dietary control, better fluid intake and an active lifestyle. The participants were engaged via unique app-based weekly Gamified challenges.

Occupational Health and Safety

Dabur's business success is based to a large extent on the knowledge and commitment of our employees. As a responsible and employee-friendly organisation, the occupational safety of our employees is a key strategic priority for Dabur.

We have been adopting industry best Occupational Health & Safety systems at our manufacturing facilities. Over the years, we have made efforts to step up safety standards at our units through safety surveillance and improved accounting and reporting of safety statistics. Our Occupational safety and health plan has brought down the All Injury Rate (AIR) of 0.07 against the last year's 0.09. Our facilities are certified with ISO 9000:15000, ISO 14000:15000 & ISO 45000:2018/OHSAS certificates. Safety remains our top priority till we attain the target of zero incidents.

Safety Indicators	2017-18	2018-19	2019-20
Near Miss	2,286	3,697	3,613
Minor Incident	3	3	2
Major Incident	5	4	5
All Injury Rate (AIR)	0.11	0.09	0.07

Dabur also runs a number of Learning and Development (L&D) initiatives that cover both functional and behavioural aspects. Various training programmes are conducted by internal and external faculties on Fire Fighting, First-Aid & Importance of Safety etc. A 5-day Lead Auditor Training for ISO 45001 was conducted for our EHS team members at our Uttaranchal-based unit. In FY 2019-20, we have delivered 2,963 trainings, both online and offline.

At Dabur, our people are our greatest asset, and their safety, health, and well-being are of utmost importance to us. We have an established system of periodical medical examination for employees to ensure good health and to prevent occupational diseases. The health record of each employee is maintained at each manufacturing location.

49,981

Man Hours of Safety Awareness Training conducted

This year, the 49th National Safety Week was celebrated at all manufacturing locations between March 4 and March 10, 2020. The celebrations involved employees and contractors. 'Enhance Safety & Health Performance by use of Advanced Technologies' was the theme this year and programmes like safety training, awareness training on workplace safety & safety at home, safety quiz, mock drill was conducted. The programmes sought to create awareness on key areas which include Hazardous Work Activity, Management of Change, New Work Permit, Petroleum Natural Gas (PNG) Safety, besides a Toolbox Talk on the current burning issue of COVID-19.

Natural Capital

Our commitment to become Climate Positive and leave a Greener Planet for Future Generations.

Responsible management of natural resources in our operations has been a part of the way we do business since our inception in 1884. As a Company offering a portfolio of products based on Nature and Natural ingredients, Dabur has always sought to operate its business with a strong regard for environmental sustainability. Our initiatives have been put in place to not merely comply with regulations but to responsibly take care of the Planet, preserve its beauty and resources for future generations.

Overview

Financial 82 Dabur India Limited Annual Report 2019-20 Statements 83

Our Approach to a Greener Tomorrow

At Dabur, we strive to consistently improve environmental performance of our manufacturing operations, products and supply chain. As one of the leading consumer goods manufacturers of India, Dabur recognises its role and responsibility to minimise its contribution to Climate Change. We have been addressing the environmental impact of our operations with a strategic and long-term approach.

From manufacturing units that produce zero waste water to new systems powered by Solar Energy, we are working to establish frameworks for the efficient use of resources and stable supply of renewable energy. Our stated intent is to move to a phase where all the electricity we consume at our manufacturing units will come from renewable sources.

Performance of Key Environment Indicators

Environment Indicators			Unit 2016-17 2017-18 2018-19 2019-20
Raw Water used vs Production	KL/ MT	5.05	4.32	3.41	3.35
Effluent Generation vs Production	KL/ MT	2.12	1.38	1.25	1.19
Hazardous Waste vs Production	KG/ MT	0.64	0.60	0.49	0.51
Total Energy consumed vs Production	GJ/ MT	2.07	2.03	1.96	1.92
Total CO2 emitted vs Production	KG/ MT	0.08	0.05	0.04	0.04
Total SOx emitted vs Production	Kg/ MT	0.73	0.46	0.21	0.21

Waste Recycling and Management

Waste management is a major challenge that can be solved through innovative thinking and concerted efforts. We continuously seek to not just prevent and minimise generation of waste at our production units, but also work towards waste recycling and use of alternative methods of waste treatment to prevent them from reaching landfill sites. We fully embrace the concept of waste minimisation across the supply chain by following the 3R principle of Reduce, Reuse, Recycle.

We have rolled out initiatives that promote awareness about the importance of Segregation at Source and recycling, besides establishing systems to ensure effective practice. We have joined forces with local municipalities to train waste workers and ragpickers in these concepts and to provide an efficient collection system that covers virtually all segments: Households, Offices, Schools, Hospitals and Commercial Establishments.

Proper segregation, we believe, drastically reduces the amount of waste going to landfill sites with the dry waste collected providing competitive raw material to several industries like Glass, Paper and Plastic. Our interventions have also resulted in higher earnings for ragpickers and waste workers. Dabur is today implementing a series of waste management projects tailored to local situations, which includes promoting home composting and involving women's Self-Help Groups.

4%

Increase in Hazardous Waste Generation in FY 2019-20 as compared to FY 2018-19

8 MT

e-waste disposed to approved e-waste recyclers in FY 2019-20

60%

Plastic waste generated by Dabur collected and processed/recycled in FY 2019-20

Under our Plastic Waste Management EPR activity, Dabur has collected over 12,000 tonnes of post-consumer Plastic Waste (both recyclable and non-recyclable) direct from the end-users with the help of around 15,000 local ragpickers, covering 100 Collection Centres and 30 local NGOs/Local Partners.

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Over 300 Training and Awareness Programmes were organised in over 130 Cities/Taluka of 25 major States and Union Territories across India. These 25 States & UTs are:

Moving forward on its commitment towards becoming a Plastic Waste Neutral Company, Dabur has launched a unique Plastic Waste Collection drive – My 10 Kg Plastic. Under this initiative, Dabur, along with Indian Pollution Control Association (IPCA), have been running a series of programmes involving Government agencies, community members, residential societies, schools and offices to build awareness about segregation and safe disposal of plastic waste.

The plastic waste collected under this initiative is sent to waste collection centres established by IPCA across Delhi-NCR, preventing them from ending up in landfills, rivers and oceans. The programme was rolled out as part of East Delhi Municipal Corporation's (EDMC) six-week-long 'Swacchta Hi Sewa – Plastic Waste Shramdaan Campaign' on the occasion of the 150th Birth Anniversary of Mahatma Gandhi. This initiative draws from the fact that Per Capita plastic waste generation in India today stands at around 10 Kg, which means every individual generates around 10 Kg of plastic waste every year. Through this programme, we have been inviting individuals to collect and send 10 Kg of plastic waste generated in your homes to become Plastic Waste Neutral Citizens. This programme is gradually being extended to other parts of the city and country.

Taking this initiative further, we also conducted a Plogging Run with the EDMC in Delhi, which saw enthusiastic participation from community members and Dabur employees. To increase the involvement of Dabur employees and their families in the plastic waste management programme, we have now rolled a unique incentive scheme for employees donating plastic waste under the 'My 10 Kg Plastic' initiative.

A special Mobile App and a microsite has been created for employees, where they can log-in and place their request for plastic waste collection at their doorstep. A special waste collection vehicle will reach their homes at a scheduled time to weigh and collect the plastic waste. The depositor is awarded reward points for every Kg of plastic waste submitted. They can accumulate these points and redeem them at the microsite for a variety of gifts and products.

Water Stewardship

Water is the most valuable natural resource for life and thriving ecosystems. Reducing water consumption and improving water quality are important elements of environmental stewardship at Dabur. We continuously optimise water consumption through process modification and adoption of new technologies.

Water conservation is an integral part of the Environment Management System at Dabur India Ltd, and we have developed a water management strategy that provides guidance on how we drive water efficiencies and reduce water usage at our facilities. We closely monitor water use at our factories, and most of our manufacturing locations have adopted a zero liquid discharge strategy. Dabur strives to recycle usable water from the effluents after treatment in order to reduce freshwater intake.

We understand that availability of water is fundamental for operating any plants, and we could face risks due to drought situations or less rainfall in monsoon, or regulated allocation of water. We are committed to implement the 3R principle for conservation of water at all our units.

In addition to setting up Sewage Treatment Plant (STP) and Effluent Treatment Plant (ETP) at all manufacturing units, we have also deployed rainwater harvesting facilities, which help to recharge groundwater. Other waste management initiatives include recycling boiler blowdown water; ash water recycling; re-use of treated wastewater for Gardening, Road Cleaning, Toilet Flushing Purpose and in Fire Storage Tanks.

1.7%

Reduction in fresh Raw Water consumption in FY 2019-20 over FY 2018-19

4.8%

Reduction in Effluent Generation in FY 2019-20 from FY 2018-19

Board & Management Reports Financial 86 Dabur India Limited Annual Report 2019-20 Statements 87

Energy consumption is one of the main causes of Greenhouse Gas emissions and, as a result, Climate Change. All our operations factor energy management in their business plans and implement technologies and systems that could improve energy usage. We believe that a significant impact can be made from reducing wastage of energy and increasing energy efficiency.

In FY 2019-20, various initiatives were taken by Dabur and our employees to reduce indirect energy consumption through optimisation of operations involving cooling tower fan, cooling water pump, etc. The toilets in all our units are designed for maximum utilisation of natural light and have sensor-triggered automated lighting system. All employees are also motivated to Switch-Off the lights when not in use. This has not only helped us reduce our energy consumption but also resulted in significant waste minimisation at source.

Continuous Ambient Air Quality Monitoring, On-Line Stack Monitoring & Thermography Tests are conducted. Dabur maintains Particulate Matter (PM), SOx, NOx and other pollutants well below the prescribed stipulated standards at all our locations. These are also reported to the regulatory authorities. Dabur does not use any Ozone Depleting Substances (ODS) in its operations.

Growing cost of energy and its linkage with Climate Change is a major business concern at Dabur. To tackle this issue, we have decided to focus on improving process energy efficiency and shifting from Diesel Generators to PNG Generator at our units.

Steps taken for energy and emission optimisation:

• Installation & Commissioning of 1MW rooftop Solar Power Plant at our Tezpur plant in Assam
• LED Lighting, Power Trading & Power factor at 0.99
• Usage of VFD & daylights in plants
• Solar Power plant system for canteen
• Upgrading ETP which minimises compressed air requirement and blower optimisation by using timer
• Upgradation of product conveyor and interlocking of hot air blower/compressed air
• Energy conservation with the help of Occupancy sensor, Temperature controller & small machine modification in packing lines
• Switching from shrink wrap to BOPP over wrap in Skin care
• Introduction of energy efficient level-2 Transformer with lesser amount of core loss leading to energy savings

18,38,200 kWh

Power saved in FY 2019-20 through 36 projects with a capital investment of ` 186 Lakh

Effluent & Waste Management

All our manufacturing units have set up efficient discharge systems, comprising ETPs and STPs. The characteristics of treated effluent are maintained below limits prescribed by respective State Pollution Control Boards (SPCBs). Monitoring of water quality parameters is conducted at regular intervals with the Ministry of Environment & Forestscertified or SPCB-recognised environmental laboratories. At all operating plants, 100% domestic water is treated in STP and recycled for plantation development or sprayed to minimise fugitive dust emission. The treated effluent is utilised for dust suppression.

Most of the other solid wastes generated are sold to third-party contractors for appropriate disposal. A large percentage of non-hazardous waste disposed in this manner is eventually recycled or reused. Hazardous waste is stored and disposed as per Hazardous Wastes (Management, Handling and Trans-boundary Movement), 2008 & its subsequent amendments. There have been no spills in the reporting year.

All the above statistics are collected from our manufacturing units in India

Social & Relationship Capital

Establishing an ecosystem of trust-based relationships with our billions of consumers and the community.

Dabur India Limited was established over 136 years ago as an Ayurvedic medicines manufacturer. Since then, we have expanded our business domains outward to enter the consumer goods market with a range of products with Ayurveda and Nature being the binding thread. Over the past century, the Company has evolved its business model and its products in order to respond to the changing needs of customers across the globe.

We work to foster relationships that are built on Trust. During our journey over the past 136 years, we have built an ecosystem based on strong and lasting relations with consumers and communities. At Dabur, we believe that the quality of relationships, social confidence in a brand and its strong link to positive emotions translate directly into positive financial results. As an organisation, we exercise special care when it comes to Social Capital and it is reflected in our Vision statement of being 'Dedicated to the Health & Well-Being of every Household'.

Product Responsibility

We label our products responsibly. At Dabur, we believe in complete transparency when it comes to product labelling and claims, and lay strong emphasis on communicating responsibly and ethically, both through product advertisements and through product labels.

For the benefit of our consumers, we provide clear nutrition information on our products. All product labels are developed by our team of highly trained technical experts and only scientifically verified information and claims are conveyed on the product label. Through our packaging, we also seek to educate our consumers to ensure safe and correct usage, besides generate awareness about the various natural ingredients that are used in our products. This helps them make an informed choice and pick products that best fulfil their needs.

The additional information on the product label relates to various active ingredients contained in the product, their proven clinical benefits, customer grievance redressal mechanisms, and directions for use (including pictorial depiction).

We also ensure that all our campaigns are in line with the Government regulations and legislation. We have been using a judicious mix of campaigns, both on-air and on-ground, to reach out to our consumers.

Enhancing Consumer Experience

Consumer behaviour is changing rapidly. Her motivations to purchase, expectations from a product, connections with a brand, preferences and even the shopping landscape have all undergone a sea change. These changes are driven by factors like lifestyle, technology, and more recently, an epidemic of global proportions. Brands need to keep pace with the ever-evolving consumer needs and engage with them at all points and avenues to succeed.

At Dabur, we take pride in the fact that our products touch a billion lives. We have been combining the traditional wisdom of Ayurveda with modern-day science to create efficacious products that are based on natural ingredients, are available at the right price, offer the best quality, meet

their varied needs and are in line with their aspirations. In addition to satisfaction with our products, we value our consumers' emotional connection to our brands.

50

New products introduced across the globe in the past 15 months

During FY 2019-20, we have stepped on gas with innovation, rolling out the highest-ever number of new products and engaging our valued consumers through various activation programmes. Following are some of our highly successful and high-decibel consumer connect initiatives rolled out during the year.

Dabur Odomos Making India Dengue-Free Campaign

• Odomos, the country's most preferred personal application mosquito repellant brand, rolled out a mega initiative #MakingIndiaDengueFree, reaching out to over 10 lakh people across the country, educating them about prevention from mosquito bites and distributing free samples of Odomos mosquito repellant creams to protect themselves from dengue-causing mosquitoes during the monsoon season
• The campaign also covered students and teachers in schools and officer-goers as they are more prone to falling prey to this mosquito when they are outdoors, commuting between work and home or in schools and playgrounds

10 Lakh

Units of Odomos distributed among office-goers and students

Health Camps during Pandharpur Yatra

• Dabur's Ayurvedic foot and back massage oil brand Dabur Rheumatil took the social route by organising Ayurvedic Health Camps for Waari Yatris or Pilgrims during their annual holy journey to reach the temple town of Pandharpur
• Special Health Camps were organised at the various places offering services like Health checkups, Ayurvedic foot and back massage to pilgrims. In addition, Ayurveda vans were deployed, offering mobile health care services to the devotees
• Ayurvedic doctors were also stationed at these camps, offering curative, preventive and promotive healthcare services to the millions of pilgrims during the Yatra

Over 6 Lakh

School Kids in UP, Bihar educated on Oral Hygiene

● Dabur Honitus, the Ayurvedic cough remedy brand from Dabur, organised health sessions in schools, educating students about prevention from cough & cold and other throat infections during the monsoon season

Over 7,000

Students reached through Dabur Honitus campaign

Devotees offered free foot massage during Pandharpur Yatra

Dabur Red Paste Dental Brigade

• Dabur Red Paste, the flagship Ayurvedic toothpaste brand from the House of Dabur, reached out to 1,277 schools in 42 districts of Uttar Pradesh and Bihar with its Dabur Red Paste Dental Brigade awareness camp, educating students and their families about best dental hygiene practices
• The Company has been conducting regular oral hygiene camps at the municipal, local and national levels. These camps are organised with the mission of raising awareness on oral hygiene by educating people about the various dental problems, oral infections and ill effects of consuming gutka etc

Financial 92 Dabur India Limited Annual Report 2019-20 Statements 93

Dabur Chyawanprash Guinness World Record

• Dabur Chyawanprash, Dabur's flagship Health Supplements brand, entered the Guinness Book of World Records for holding the Largest Immunity Lesson for 549 school students, together. For this mega achievement, Dabur, along with Dr. Parmeshwar Arora, Senior Consultant-Ayurveda Department, Sir Ganga Ram Hospital, Delhi, conducted a first-of-its-kind mega session on immunity for students and their parents at Manav Rachna School, Faridabad
• The successful record attempt was part of Dabur Chyawanprash Immune India campaign, which is spreading awareness about the need to build immunity to fight a variety of illnesses

Sweet Shops in Kolkata co-created traditional sweets based on Dabur Honey

549

Largest Immunity lesson held for students together

Dabur Honey Sweets at Durga Puja

• Dabur India Ltd introduced a flavour-filled yet fitter spin to West Bengal's famous sweets during the Durga Puja in 2019. The brand joined hands with 50 sweet shops across the state during the key days of Durga Puja to co-create, sample and sell Dabur Honey-based traditional and innovative sweets
• This initiative was aimed at seeding the thought that sugar can be replaced with the healthier honey in a large number of Bengali food items

Fem Bleach Samuhik Vivaah

● In a unique campaign aimed at bringing glow and smiles on the faces of scores of girls and boys from underprivileged sections of the society, Fem Facial Bleach supported a Samuhik Vivaah (community marriage) programme in Kanpur. This initiative was aimed at supporting the parents of brides and grooms from underprivileged sections of the society. Under this initiative, Fem also offered personalised facials to the bride few days prior to the wedding

11

Brides from underprivileged sections of the society provided free bridal make-up

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Dabur Gulabari 'Golap Pari' Beauty Pageant

● Dabur's natural Skin Care brand Dabur Gulabari organised a beauty pageant 'Ke Tumi Dabur Golap Pari', a unique campaign to discover the fresh new face of West Bengal. The activity was conducted at prime pandal locations in Kolkata during the Durga Puja. Entries were also called through a microsite to select Dabur Golap Pari. The grand finale saw 12 finalists competing for the final crown

1,000

Girls from Kolkata participated in the Dabur Gulabari 'Golap Pari' pageant

Communicating with Consumers

As millennials become one of the largest and most powerful generations in our history, brands are getting ready to address the needs and concerns of this audience. Special communications are being created to connect with and speak to this consumer group in the language they speak, in the media they consume and with the content they prefer. Young India, both Urban and Rural, are today are experiencing the best of what the world has to offer through digital platforms, across industries, every day.

At Dabur, we have been creating special consumer experiences and content to cater to their specific needs. The proliferation of smartphones and the e-commerce boom have changed the Indian landscape. The rural consumer is today exposed to the same media that her urban counterparts are consuming. They seek the same products that they see advertised on National Media, but at their price.

At Dabur, we feel direct engagement with the consumer is the best way to reach out to the rural populace. In rural India, we have always moved beyond the traditional media options like radio, television and cinema, and speak to

consumer through a host of special initiatives that not only engage the consumer but also give her an opportunity to touch, feel and experience the products. Be it through participation in haats, nukkad nataks or innovative consumer activations, we have captured what is today the most expensive piece of rural real estate – the consumer mindspace.

Following are some of our highly engaging rural activations:

Dabur Hajmola Chunavi Dangal at Nauchandi Mela

• Dabur Hajmola, the country's most preferred digestive tablet brand from the House of Dabur took its unique consumer activation Chunavi Dangal, an election to identify the consumer's favourite flavour of Hajmola digestive tablets, to the Nauchandi Mela in Meerut. Hajmola created a 'Chunavi Dangal Zone' at the mela grounds where the various Hajmola flavours were sampled with the consumers, who are then asked to vote for their preferred flavour. The winning flavour was elected 'Mukhya Flavour Mantri 2019'
• Nukkad Natak artists were also engaged to interact with the visitors and spread awareness about the activation. The different Hajmola variants portrayed as candidates were: Imli Devi, Chatcola Singh, Regular Yadav, Anar Kali, Pudina Ram and Amrud Pandey. The results of the daily election were announced at the end of each day

1.50 Lakh

Units of Hajmola sampled at the Nauchandi Mela

Financial 94 Dabur India Limited Annual Report 2019-20 Statements 95

Dabur Pudin Hara at Nauchandi Mela

● During the summer of 2019, the Nauchandi Mela grounds in Meerut was witness to a unique Limca Book Record attempt by Dabur Pudin Hara, the digestive brand from Dabur. The brand erected the 'Largest Glass Bottle of Dabur Pudin Hara', an actual replica containing over 400 litres of Pudin Hara liquid. This replica was part of an experiential Thandak Zone that was created especially for visitors at the Nauchandi Mela, one of the biggest, month-long, most colourful and interesting fairs in the country

Units of Pudin Hara and Pudin Hara Fizz sampled at the Nauchandi Mela

Dabur Amla Hair Oil 'Tu Padhti Ja, Tu Badhti Ja' initiative

• Dabur Amla Hair Oil, the World's No. 1 hair oil brand, joined hands with the Government of Uttar Pradesh to promote and propagate the 'Beti Bachao, Beti Padhao' campaign launched by Hon'ble Prime Minister of India, Shri Narendra Modi. Under this initiative, Dabur Amla reached out to more than 50 Government schools across the state of Uttar Pradesh, covering around 25,000 girl students to drive awareness about the importance of education in Life and offer scholarships to help bright and needy students pursue higher education
• The campaign, christened 'Tu Padhti Ja, Tu Badhti Ja', includes sessions by local women achievers from the city regarding their journey and accomplishments to inspire the young girls and motivate them. We believe that education is the base for society to progress and strengthen from roots, and only an educated girl child has the power to make this society strong and beautiful for generations to come. With this initiative, the brand also sought to improve the enrolment levels in schools and reduce the dropout rates among girl students in rural and semi-urban schools

Girl Students reached through Dabur Amla Hair Oil 'Tu Padhti Ja, Tu Badhti Ja'

Talking to the Digitally Savvy Urban Consumer

A couple of years back, Dabur embarked on a new journey to make itself 'Future Ready', not just with its products, but also with its communication. Understanding the fact that today's youth are more socially aware and want to participate in bringing about change in the society, special campaigns are being created to touch the emotional chord of the audience.

Most of the content is being specially created for the Digital Media. As a result, we see digital spends growing fast becoming 11% of the Company's total ad spends. In the days following the COVID pandemic, the media mix shifted completely with a majority of content being created and aired only on Digital media. Following are some of the highly popular Digital Media campaigns undertaken by our brands in the past one year.

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Dabur Red Paste #SabkoChabaJaayenge Campaign

• SabkoChabaJaayenge was a digital advertisement campaign created by Dabur India Ltd to promote its brand Dabur Red Paste during the 2019 Cricket World Cup. The campaign kicked off from the match with India and its arch-rival Pakistan. Although initially planned as a standalone advert for the India-Pakistan group stage match, the brand – following the overwhelming positive response for the first video – made a series of adverts for all of India's matches at the World Cup

• With this campaign, the brand elevated the #SabkoChabaJaayenge phrase into a property we can own and have fun with. This also created a fun character, our Protagonist 'Chaubey ji', a fanatic cricket fan who likes to munch while watching matches. But his way to show support to the Indian cricket team, is by 'chabaana' or munching the opposition's famous foods

10.6 Million

Impressions generated in Digital Media

93 Million

Impressions generate for the Dabur Red Paste World Cup campaign

The Pudin Hara Song

• Dabur launched a digital film/musical video titled Pudin Hara Banke, for its digestive brand Pudin Hara. The lyrics of the song is based on the adage that a way to a man's heart is through his stomach and the video showcases the love story of a boy and a girl, who meet at the Nauchandi Mela at Meerut. The song is sung by famous band Faridkot
• The objective of Pudin Hara's digital campaign was to reach out to youth, who appreciates watching real, relatable and emotional stories woven around brands. It also aims to build relevance with youth and showcase the role of Pudin Hara in their daily lifestyle, which is heavily infested with junk & unhealthy food

Dabur Mensta No Women's Day video

• While the rest of the brands were celebrating International Women's Day (IWD), Dabur's women's Healthcare brand Mensta asked people not to do so with its IWD video. In order to highlight the plight of Indian women in our society, Dabur Mensta launched a unique and powerful video on Dabur's social media platforms
• The video was a monologue by a woman who starts by telling how everyone makes women feel good for one day but do not respect their existence the rest of the 364 days. From rapes to abduction; from sexual harassment to eve-teasing; this video is a reminder of what women go through every day

Views garnered on Digital Media

Financial 96 Dabur India Limited Annual Report 2019-20 Statements 97

Hajmola sibling films for Raksha Bandhan

• Siblings are not just brothers or sisters, but they are also best friends and of course, partners in crime. To celebrate this unique bond, Hajmola came up with #BaatHazamNahiHui campaign showcasing the chatpata moments we all experience with our siblings. Released around Raksha Bandhan, this set of three digital films had three different yet relatable stories
• The Raksha Bandhan series was part of Hajmola's plans to reach out to the younger audience with campaigns that give a fresh chatpata spin to different relations and festivals

7 Million

Views for three films on Digital Media

Dabur Red Paste #ChabaateRahoIndia campaign

● Dabur Red Paste created a special #ChabaateRahoIndia video, which sought to highlight the importance of healthy teeth in our daily routine. The video highlighted how our teeth play an important role in every small and big thing we do in our daily lives and asked the consumers to adopt good oral hygiene practices to keep enjoying the small things in life

79 Million

Impressions generated for #ChabaateRahoIndia campaign

Dabur Vocal for Local films

• Dabur India Ltd created two films to highlight its Indian heritage and promote #VocalForLocal. The first campaign, with the anthem "Ye Bharat Hai Hamara, Ye Dabur Hai Hamara", sought to showcase the strong legacy of the various Dabur brands and their role in the every day lives of our consumers. The video – which features the voice of Shantanu Sudame, the playback singer from the movie Uri, the Surgical Strike – used archival footage from Dabur's existing campaigns
• The second campaign for Dabur "Mitti se judey hum, barson se saath khadey hain hum", reaffirmed its 136-year-old legacy of protecting the health and wellbeing of one and all. As India embarks on a process of rebuilding, we need health, positivity and confidence at every step. With this campaign, Dabur pledged to stand with every Indian, in spirit, and with its products that deliver the holistic goodness of Ayurveda
• As a brand, Dabur evokes feelings of trust, health and well-being in the minds of our consumers. These campaigns reflected our Ayurvedic and Indian heritage, and our strong sense of pride about 'Made in India, by Indians, for Indians'

30 Million

Views for two #VocalForLocal videos

Engaging with Suppliers & Farmers

Our procurement organisation supplies the Company with raw materials, goods and services from all around the world. Dabur works closely with suppliers across the value chain to ensure that our activities are carried out smoothly and without any interruption while ensuring that superior quality is maintained in all our products without damaging the environment.

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Our main direct procurement materials include active ingredients, raw materials, intermediates and finished products. Technical goods and services, marketing services and research and development are important components of our indirect procurement portfolio. We also engage with several farmers across India for cultivation of medicinal plants and herbs. Our scientists engage with these farmers and tribal communities, training them on scientific and sustainable cultivation of herbs. This exercise has resulted in an increase in the population of these medicinal herbs, some of which are rare, besides supplementing the household income of these farmers.

We have been taking long-term actions to reduce our GHG emissions jointly with our suppliers and business associates. Even to transport our products, we choose partners who are dedicated to sustainability and are socially conscious. We hold all our suppliers to the same high standards of integrity to which we hold ourselves, and seek to do business only with suppliers who obey the law and operate fairly and ethically. We have put in place systems and processes that enable us to have full traceability of our raw materials, ingredients and end products.

Palm Oil

Dabur has been sourcing palm oil only from suppliers who are members of the Roundtable on Sustainable Palm Oil (RSPO), ensuring that 100% of our palm oil procurement is done from RSPO certified suppliers.

Paper Pulp

For our beverage business, the entire packaging requirement is met by laminates purchased from Tetra Pak. This Tetra Pak packaging used for our packaged fruit juices are made from FSC certified paper.

For our other paper pulp requirement, we have started working with suppliers who are part of the Rainforest Alliance and are certified (Certifications attached) for Forest Stewardship Council (FSC). Going forward, we have a strategy in place to steadily increase the quantum of supplies from Rainforest Alliance partners.

Ayurvedic Herbs

With a number of wild Ayurvedic and medicinal herbs staring at extinction due to over-exploitation and deforestation, Dabur – as the pioneer in Ayurvedic products – has taken the lead in preserving and growing this herbal wealth. The success of this initiative can be gauged by the fact that the total area under cultivation of rare medicinal herbs has grown to over 6,000 acres and the number of farmers taking up cultivation today stands at 8,500 farmers.

Our biodiversity initiatives involve farmers, tribal and forestbased communities across the country, taking them along in this mission to not just arrest the decline in the population

of these rare herbs but also increase their numbers. Our Environment Sustainability strategy is aimed at preserving ecosystems, halting the accelerated loss of biodiversity through programmes aimed at protecting rare medicinal herbs from extinction, promoting sustainable cultivation of rare herbs, understanding environmental challenges associated with cultivating herbs.

We have identified environmentally-sensitive species of medicinal plants and herbs, and developed methodologies to address their sustainability concerns. We have joined hands with local NGOs across the country and Universities in this mission, jointly undertaking special training programmes for farmers, villagers and tribal communities across the country to train them on sustainable and environment-friendly cultivation processes.

We have also established a fully automated state-of-theart greenhouse in Pantnagar (Uttarakhand), in addition to satellite nurseries and demo cultivation sites across the country. Today, we have over 10 satellite nurseries situated across the length and breadth of the country, from the Himalayan valleys to the coastal region in Tamil Nadu. Dabur is now establishing a new satellite nursery in Sonmara (Leh-Ladakh) along with a local NGO partner. In FY 2019-20, Dabur's Pantnagar Greenhouse has grown and distributed 19,32,325 saplings of herbs free of cost to farmers across the country.

8,647

Farmers covered under Biodiversity and Bee-Keeping initiatives

3,770

Households in Nepal engaged in cultivation of herbs

4,820

Acres of land under cultivation of herbs and medicinal plants in India

542

Acres of land under cultivation of herbs and medicinal plants in Nepal

Interaction with Investors

We strive to maximise shareholder returns, maintain good Corporate Governance, and improve levels of transparency through financial and sustainability reporting. We have formulated an Investors Policy to ensure equal and simultaneous flow of quality information to investors and analysts about developments at Dabur. This ensures that all investors get fair access to information about matters concerning the Company, at the same time.

We have put in place clear and effective governance structures that are supported by standards, policies and controls. We remain in constant touch with the investors through a range of engagement activities, which help us in communicating the performance of the Company. We communicate with all our investors and analysts through one-on-one meetings and quarterly conference calls, webcasts of our quarterly conference calls and by attending group analyst meetings and conferences. In addition, Dabur also publishes an Annual Report, Quarterly Reports and Press Releases.

11

100%

Grievances lodged by the investors/ shareholders in FY 2019-20

Grievances solved or addressed in FY 2019-20

Relationship with Industry Associations

Dabur is a member of various industry and trade bodies like CII, FICCI, ASSOCHAM, PHD Chamber of Commerce & Industry, Indian Beverage Association, Action Alliance of Recycling Beverage Cartons (AARC), PET Packaging Association for Clean Environment (PACE), etc. We are also part of various task forces and forums within these trade bodies. We actively participate in these forums on issues and policy matters that impact the interest of our stakeholders.

We partner with these bodies in policy development processes and actively participate in all related forums but have not been lobbying on any specific issue. In the past, we have participated in forums pertaining to:

• Corporate Governance
• Consumer Interest
• Tackling Counterfeiting
• Plastic Waste Management

Media Interactions

The Fourth Estate is one of the main sources of information for our stakeholders and our consumers. We have been proactively engaging with the media in promoting our products in a sustainable way with the agenda to drive healthy consumerism.

We engage through various mediums, including news articles, TV advertisements, print advertisement, banners and hoardings, social media advertisements, YouTube Influencers and digital campaigns to connect to a wide range of consumers. We always believe in sharing accurate information through various mediums, making us one of the most trusted brands in India.

Social Capital

We acknowledge our role in the development of the communities within which we operate in order to sustain the business. At Dabur, Corporate Social Responsibility (CSR) activities have been designed to put a smile on the faces of every individual we touch. We contribute to developing the local communities in and around the areas where we do business. For Dabur, community development means building an inclusive society by helping improve the wellbeing of the community and enabling them to prosper.

We take pride in being a business with a heart and soul. For us, business success and community development are inseparable. We have a rich legacy of partnering in India's socio-economic development, and our focus has been to create a positive impact on society by undertaking meaningful interventions to bring significant benefits to large sections of the society. Our initiatives towards community development also stem from Dabur's corporate motto of being 'Dedicated to the Health and Well-Being of every Household'.

Governance Structure

At Dabur, we have a well-structured CSR Policy, which is also a declaration of our intent to contribute to creating a better and self-reliant society. In this policy, the four key areas where we pay special attention while preparing development programmes are:

• Eradicating Hunger, Poverty and Malnutrition
• Promoting Preventive Health Care
• Ensuring Environmental Sustainability
• Promotion of Education

This year, with the COVID outbreak, we added a new focus area with activities aimed at assisting in the relief work being undertaken by the Government. The new focus area included for this year is:

● COVID Relief Support

The other areas identified for rolling out development programmes are:

• Women Empowerment
• Rural Development
• Promotion of Sports

The CSR Policy has been approved by our Board of Directors. The Board reviews all the activities undertaken by the Company and may consider other areas or activities for inclusion in this policy. The CSR department provides regular progress report and updates to the CSR Committee of the Board. The committee is also given a detailed report of the activities undertaken each quarter, along with targets and reasons for variance, if any.

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14

149

States covered by our CSR interventions in FY 2019-20

Villages where CSR interventions were implemented

Following are some of the key development initiatives undertaken by Dabur:

COVID Support Initiatives

The COVID outbreak is one of the biggest crises all of mankind has faced in the recent times. The pandemic has thrown economies out of gear, disrupted lives and livelihood like never before. At Dabur, we have pledged support towards India's fight against the COVID-19 pandemic by lending a hand to the Government's efforts to endure the social and economic impacts of the CoronaVirus pandemic as well as protecting vulnerable populations by enabling access to food and essential supplies. With the rapid spread of the outbreak, Dabur realigned its CSR strategy and immediately commenced activities aimed at providing relief to COVID patients, frontline Police, Health and Sanitation workers, migrant workers and community members during these unprecedented times.

The Dabur Group also established a 'Dabur Care Fund for COVID-19', to protect lives and livelihood, and support those affected by the COVID-19 pandemic. We have further earmarked a fund of ` 21 Crore towards Relief efforts in FY 2020-21, helping meet immediate needs of those most affected by this pandemic.

Dabur's COVID support initiatives included:

● Supporting the 10,000-bed COVID Centre: With the rapid spread of the COVID pandemic, the Union Government and Delhi Government have together set up a 10,000-bed COVID Centre in the outskirts of the national capital. Dabur has been supporting this centre by providing them necessary medical and logistics

support in managing the centre. We are also providing a range of our hygiene products, like Hand Wash and Hand Sanitisers, to various hospitals set up for COVID-19

• Mobile COVID-Testing Van: We have rolled a mobile testing van in Noida to support the Uttar Pradesh Government's efforts towards increasing COVID testing in the district. This van has been conducting 200-250 COVID tests every day free of cost
• Protective Kits for frontline Police Personnel: We are providing Health & Hygiene Kits to Police Personnel across the country as they work towards ensuring the safety of citizens during the lockdown period. These kits include Face Masks, Hand Sanitisers and immunitybooster medicines like Dabur Chyawanprash. In addition, we are working with Police Departments across the country and providing them Ayurvedic immunity boosting medicines to protect the health of these frontline warriors
• Immunity and Nutrition support to Communities and Migrant Workers: Hunger has emerged as a big challenge due to COVID-19 with a large number of migrant and daily-wage workers struggling each day for essentials to survive. We are working with local NGOs and community leaders in extending support towards provision of nutritious meals and medicines to people in need during this lockdown. As part of this relief package, Dabur has provided over 10,00,000 litres of fruit juices and coconut water to support the nutrition needs of the urban poor and migrant workers. In addition, we have also been supporting communities with dry ration

● Hygiene and Safety Kits for Communities: Safety and Personal Hygiene have also emerged as key needs within the community. To meet the growing need for preventive gears like face masks in rural India, Dabur has engaged members of the Tailoring Centres that it operates in the hinterland to stitch face masks, which are being distributed free of cost to villagers and Rural Health Centre workers

200-250

COVID tests conducted every day, free of cost in Noida

Swasthya Aur Suraksha

Discrimination against girls in India has been going on since ages now. Even today, there are several sections of the Indian society where the girl child is treated as a burden. Given this scenario, Dabur has put together an integrated programme aimed at improving the Health, Nutrition and Safety Standards in rural India, with a particular focus on the girl child. The programmes have been specially crafted to give the girl child the right chances to nurture their talent and skills, and helping them excel in different areas of life.

10,00,000

Litres of fruit juices, coconut water to meet the nutrition needs of migrant workers

The four key pillars of this Integrated Programme are:

• Safe and Nutritious Food
• Promoting Kitchen Garden
• Self-Defence Training
• Promoting Health Care

As part of this programme, we – along with Food Safety and Standards Authority of India (FSSAI) – organise Safe & Nutritious Food (SNF) campaigns in schools to spread awareness about having a balanced diet and staying away from junk food. We understand that children are powerful change agents who can usher in behavioural change and promote consumption of safe and wholesome food in their respective households. With this programme, we reach out to school-going kids and teacher to spread information about nutritious food intake. Under this, we have also trained and appointed Wellness Co-ordinators in schools, who would conduct these awareness sessions on a regular basis, besides organising activities to make students understand the significance of washing hands and maintaining hygiene.

Taking this further, we also distribute seeds of fruit plants and vegetable among the students and encourage them to grow these in their home kitchen gardens under our 'Ghar ki Bagiya' project. We have also organised Dental Camps in schools to educate kids about the need for proper Oral Hygiene. We are now taking this forward and incorporating sessions on menstrual hygiene for the girl child.

With instances of harassment against girls and women prevalent in our society, we offer Self-Defence training to girls in villages, to promote life skill for self-protection and self-development among the girls. By making them learn self-defence, we can ensure a society brimming with powerful and strong women who can protect themselves.

30

Government schools where awareness sessions on safe nutrition were held

318

Students covered through dental camps 34 Self Defence training sessions in 12 schools

for 1,333 students

Water, Sanitation & Hygiene (WaSH)

'700 Se 7 Kadam' is one of our flagship development initiatives aimed at protecting the dignity of women in rural India. As part of this programme, we have been giving them access to clean sanitation facilities within their households, in addition to establishing proper sanitation facilities in schools. The household sanitation programme today covers three states: Uttar Pradesh, Uttarakhand and Himachal Pradesh. This programme has reached a saturation level with Dabur constructing nearly 3,882 household toilets in these states, covering all the households in the villages adopted by us.

This project has gone a long way in improving the health & sanitation standards in households and has significantly reduced the cases of diseases and malnutrition due to open defecation. With the household toilet construction activity now completed, Dabur is focussing on maintenance of existing household toilets and conducting awareness and training programmes, besides distribution of hygiene kits in households.

57

Villages achieved Open Defecation-Free status

distributed vegetable seeds in 23 schools

886

Students were

Corporate Overview

Board & Management Reports Financial 100 Dabur India Limited Annual Report 2019-20 Statements 101

Immune India

One of our longest running development programmes, Immune India seeks to drive awareness among school-going kids on the need for boosting your body's internal immunity system to remain healthy in today's fastpaced life. Through this programme, we have been reaching out to schools across the country and educating students, teachers and even the parents on how good immunity can help battle the host of diseases and recurring ailments spread by these germs, viruses, and other organisms during the change of season.

In FY 2019-20, we organised this campaign in schools and orphanages across India to promote awareness about Immunity and prevention from illnesses. Ayurvedic practitioners were roped in for hosting awareness camps.

3,000+

Underprivileged children reached out to in 14 cities

Health Camps

As part of our commitment to provide Health and Well-Being for all, Dabur organises Health Camps across the country. These multi-disciplinary camps also offer the poor and needy access to good quality health care and subsidised medicines. At these camps, people were offered free diagnosis, Ayurvedic medicines and care. Lady doctors are also present at these camps to reach out to a large number of women in the selected intervention areas. The uniqueness of the model lies in its comprehensive approach where health promotion and prevention are given equal importance while curative care is administered.

As a special initiative this year, Dabur organised an Ayurveda Health Camp specially for Bhopal Gas Victims on Sharad Purnima, particularly aimed at treating longstanding respiratory diseases and allergies such as asthma, bronchitis, chronic cough & cold, sinus etc. In this unique

all-night Health Camp, which ran throughout the night from 9 pm to 5 am, the medicines are kept exposed to moon rays all through the night and consumed in the early morning with Vedic chanting. Besides offering free health check-ups to around 12,000 people, Dabur also provided Ayurvedic medicines to the poor & needy, free of cost at these camps.

Dabur also runs a Wellness Centre in the walled city area of Delhi offering health check-ups and subsidised medicines to public, particularly from the minority community.

1,208

General Health Camps organised in FY 2019-20

Patients examined at these Health Camps

Environment Sustainability Project

Our Environment Sustainability strategy is aimed at preserving ecosystems, halting the accelerated loss of biodiversity through programmes aimed at protecting rare medicinal herbs from extinction, promoting sustainable cultivation of rare herbs, understanding environmental challenges associated with cultivating herbs and supporting farmers to take up herb cultivation and bee-keeping.

Under this project, spread across 10 states, we have joined hands with local NGOs and Universities to undertake special training programmes for farmers, villagers and tribal communities across the country to train them on sustainable and environment-friendly cultivation processes. We engage with marginal farmers, providing them visible economic opportunities and supplementing their income. We also supply quality plantation material, grown at our state-of-the-art nursery and greenhouse in Pantnagar, free of cost to these farmers.

4,820

Acres of land under cultivation of medicinal herbs

34

Districts covered under our herb cultivation programme

1,800

Farmers involved in Bee-Keeping

6,947

Farmers engaged in cultivation of medicinal herbs

19,32,325

Saplings of herbs distributed free of cost to farmers in FY 2019-20

139 MT

of Honey produced by farmers in FY 2019-20

We also help local farmers in Bihar take up Bee-Keeping as an additional income generation activity. This activity is undertaken in 10 districts of Bihar, and we have supported the farmers by distributing 18,000 bee boxes to them.

Water Conservation in Rajasthan

Recognising the growing importance of community-level programmes for Water Conservation and Management, Dabur has been running a water conservation programme in Rajasthan, covering two areas: Alwar and Newai. The programme has been developed with active community participation to improve the sustainable livelihood of the poorest and excluded communities in the area by strengthening their access to water and technology as well as management capacities.

Called Desert Bloom, this project uses cost-effective, eco-friendly community-based technologies like water harvesting, water conservation, recharging of tube wells and plantation to give rural communities in Rajasthan get access to water all through the year for their personal consumption and irrigation needs.

1,200

10

Families directly benefited from the Water Conservation project

Feet rise in Water Table in Newai

Promotion of Education

At Dabur, we believe that Education is both the means to a better life and a key to ensure overall development of the society. Our Education programmes form a key pillar of our development agenda. On the one hand, we have been sensitising people living in urban and semi-urban slums on the need for education and encouraging them to enrol their children to formal schools. Our non-formal education centres, called Gyan Deep Kendras, providing basic education to out-of-school underprivileged kids between

6 and 14 years of age. On completing the basic education course at our centres, these kids are linked to formal schools. We also operate Remedial Education Centres, called Gyan Arjan Kendras, to support weaker students by offering them special tuition classes.

On the other hand, we work towards improving the infrastructure in schools to uplift their learning experience. Under this programme, called Adarsh Paathshala, we provide basic infrastructure to these schools by way of solid wood desks and benches for students and teachers, development of kitchen area and drinking water facilities, providing almirahs and dustbins etc. Building as Learning Aid (BaLA) paintings are also undertaken in schools. We are also constructing separate toilet blocks for girls and boys in select schools as part of our sanitation programme.

202

Kids received basic education at 5 Non-Formal Education Centres

14,482

Kids in 55 schools in 6 states benefited by School Support programme

30

Schools revamped with BaLA paintings

337

Kids given special learning classes at 13 Remedial Education Centres

1,533

Sets of desk-benches distributed

Women Empowerment

At Dabur, we believe that Skill Development is a powerful agent of social transformation. Providing vocational training to women and girls in rural India not only helps bridge the gap between skilled and unskilled labour but also helps the rural youth with better employment and self-employment opportunities. Dabur runs vocational training programmes, devised after detailed discussions with the community members and keeping in mind their specific needs and sensitivities, for developing soft skills that can help girls in these villages set up small businesses and become local entrepreneurs.

At our Skill Development Centres in Uttar Pradesh, Uttarakhand, Himachal Pradesh, Assam and Rajasthan, we provide rural girls training on various crafts like Cutting-Tailoring, Beauty Care, Handicraft etc.

This year, we announced the launch of 'Fem Beauty Academy' in rural Uttar Pradesh to offer advanced beauty training. Dabur joined hands with renowned beautician Ms Veena Desai and conducted an Advanced Beauty Training programme for our trainers in Uttar Pradesh. Eight Trainers underwent the week-long programme and were awarded certificates, jointly endorsed by Ms Desai's salon 'Beauty Affairs' and Fem. These master trainers would now further train women in rural UP.

We have also joined hands with NIIT Foundation to offer Computer Education and Training to rural boys and girls in Uttar Pradesh, Uttarakhand and Himachal Pradesh. This has today emerged as a much sought-after course in the hinterland.

As part of our Women Empowerment and Financial Inclusion interventions, Dabur is also helping women form Self-Help Group (SHGs) and Joint Liability Groups (JLGs), and raise funds for running small businesses. The success of this initiative can be gauged by the fact that there's hardly been any default in repayment of bank loans. This initiative has gone a long way in raising the self-esteem of women in the hinterland.

1,011

Rural girls and women offered skill training in FY 2019-20

Students trained at our Computer Literacy Centres

46

125

Self-Help Groups functional today, benefiting 1,545 families

Care for Ragpickers

Ragpickers play a vital role in cleaning the cities and are usually prone to various skin diseases. As part of our overall waste management programme, we have been working towards offering Health Care support to this community. Through a dedicated Health Post established within their community in the outskirts of Delhi, we offer consultancy through an Ayurvedic and Allopathic practitioner besides medicines to meet their health care needs.

A series of awareness programmes are also run for ragpickers to educate them about safe collection of consumer waste and improve their standard of living. We have provided safety gloves and face masks to the waste collectors to safeguard their health, besides addressing their nutrition concerns by providing them a variety of nutritious food products.

We are also operating a non-formal education centre for the children of ragpickers in the area, offering them basic education and connecting them to mainstream schools.

Promotion of Sports

A special initiative rolled out in Tezpur (Assam) followed a detailed need assessment survey done in the region, this initiative is aimed at identifying sporting talent, particularly in the field of football, from the grassroot and give them an opportunity to enter the mainstream world of sports. We run a Football Training Camp in Tezpur, offering boys and girls, training in football, a sport of choice in the region. A national level trainer has been hired to conduct the programme.

Some of our trainees at the camp have been selected by Ansula United Football Club to be part of the team to play at the Indo Nepal Championship Football Tournament in Nepal. Our trainees were also selected in the under-18 trial organised by Rajasthan FC and Palamos CF, while two other kids were selected to represent the district football team.

86

Kids (56 boys and 30 girls) offered Football Training

Intellectual Capital

Accumulating and Leveraging the Wealth of Knowledge and Expertise to enhance our Corporate Value.

Our 136-year-long experience and heritage, strong brand recall, focus on quality and distribution might constitute our Intellectual Capital. We draw on our immense pool of expertise and experience to constantly innovate and develop products that meet the ever-changing and evolving needs of our consumers.

New Product Development

At Dabur, we believe that Innovation is a product of Innovative employees. Stimulating local innovation across markets is an important part of economic inclusion, job creation and social development. Our nearly 100-member strong Research department is involved in every step of the product value chain – from bush to brand. We grow rare medicinal herbs to ensure that only authentic herbs form the ingredients of our various products. Detailed scientific tests are conducted on ingredients to ensure that each product meets the highest standard of quality.

Over the past few years, Ayurveda has gained currency with the new-age consumers seeking traditional remedies for their Health and Personal Care needs. The demand for Ayurvedic Healthcare products, particularly in Preventive Healthcare and Immunity Building witnessed a surge in the wake of the COVID pandemic. To meet the growing consumer need for such medicines, Dabur introduced a slew of products in formats as varied as powders to capsules.

While many companies have joined the Immunity bandwagon, Dabur, with its 136-year-old heritage, traditional herbal positioning, and strong R&D, was able to quickly roll-out a range of immunity boosters that matched the consumer expectations.

Science-Based Ayurveda

For the past over a century, Dabur has been known as the Science-based Ayurveda Company. We have been marrying the traditional knowledge of Ayurveda with modern-day Science to create products that are highly efficacious and meet the changing needs of consumers, across generations.

We have been applying the techniques and methods of modern science to test and validate results, assure quality and explain benefits of various Ayurvedic ingredients as well as Ayurvedic medicines and products in our portfolio. In the wake of the COVID outbreak, we have begun clinical trials to validate the benefit of Dabur Chyawanprash to assess its benefits in building immunity against the novel CoronaVirus.

The open-label, randomised trial, which is being conducted at five sites across India, will see whether Chyawanprash can prevent the fatal respiratory disease or reduce the severity of it. This study would generate data to back the efficacy and effectiveness of this Ayurvedic remedy on preventing COVID-19 and also its effect on recovery from COVID and reducing the severity of COVID infection on individuals who become positive during the course of study.

We are also conducting studies for Prophylaxis and management of COVID-19, along with various State Governments and the Ministry of AYUSH. As part of this initiative, we have already supplied 7.5 lakh tablets of

Guduchi Ghanvati (Giloy tablets) and around 3,000 kg of Dabur Chyawanprash, which are being used to evaluate the immunity-boosting properties of Ayurvedic interventions in preventing and managing COVID-19. We have further committed to supply 6 lakh tablets of Ashwagandha and around 5,000 kg of Chyawanprash for similar studies.

We have also committed to support the Ayur Raksha programme recently announced by the Ministry of AYUSH, under which 80,000 Police personnel will be provided AYUSH immunity boosting interventions. These initiatives, we feel, will go a long way in making Ayurveda mainstream.

Intellectual Property

Our success is a derivative of approach towards managing intellectual capital by acquiring patents and building a strong patent portfolio. Over the years, Dabur has secured several Product Process patents, including bio-medical patents for Ayurvedic formulations. These have further established Dabur's Ayurvedic credentials and leadership in the marketplace.

Patent application filed in FY 2019-20

8

1

Patents granted till date

43

Patent applications filed by Dabur till date

8

Research Observations published & accepted for publishing in Peer Review Journals in FY 2019-20

Board & Management Reports and Financial Statements

Management Discussion & Analysis

Economic Scenario

Global Economy

The unprecedented onset of Covid-19 pandemic has heavily impacted the global economy. The pandemic is raging high across the world with rising human casualties. Protecting lives and allowing health care systems to cope have required isolation, lockdowns, and widespread closures to slow the spread of the virus. The health crisis is therefore having a severe impact on economic activity. As a result of the pandemic, the global economy is projected to contract sharply by 4.9% in 2020, much worse than during the 2008–09 financial crisis (Fig 1.1).

Indian Economy

In the pre-COVID scenario, the Indian Economy continued the mid-single digit growth path. GDP growth in 2019 and first quarter of 2020 is shown in the following chart (Fig 1.2).

GDP growth has been slowing down during this period primarily due to declining rural wages, high unemployment levels, liquidity crunch in the system and slowdown in demand.

First few cases of Covid-19 infection emerged in India in February 2020. Travel restrictions and testing norms were put in place from 1st week of March and these intensified further in the following week leading to a complete lockdown of entire country on 24th March 2020. This led to severe supply bottlenecks as transportation system came to a halt. Large sections of migrant labour moved back to their villages and movement of goods came to a standstill. Demand also came under pressure as consumers stocked up essential goods but cut down on purchases of non-essential products. Most companies shut down their operations in the first 21 days of the lockdown.

By May 2020, the restrictions on movement of goods were eased and supply chains became operational, particularly outside the containment zones. While companies have started operations of their manufacturing facilities, a large part of the economy especially the hospitality sector, malls and recreation places, travel and tourism, small and medium industry, continue to be impacted even though there has been easing of lockdown in these sectors as well.

Dabur also announced a production shutdown across all its manufacturing units during first phase of the lockdown. Production resumed at some of our manufacturing units, after securing permissions for producing essential products and immunity-boosting Ayurvedic medicines that were gaining demand in view of COVID-19. We deployed innovative strategies and developed new solutions to ensure uninterrupted supplies to retail shelves, which included joining hands with Online Delivery Service providers like Swiggy, Dunzo and Zomato, and leveraging technology to drive sales and service orders. Details of the initiatives undertaken by Dabur have been presented in the Integrated Report section of this Annual Report.

Outlook

The COVID-19 pandemic is likely to have a major negative impact across the world. It has led to quarantines, regional lockdowns and social distancing—which are essential to contain the virus —with particularly acute effects on sectors that rely on social interactions such as travel, hospitality, entertainment, and tourism. Workplace closures are disrupting supply chains and reducing productivity. Layoffs, lower incomes, fear of contagion, and heightened uncertainty make people spend less, leading to consumption squeeze and

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triggering further business closures and job losses. Health care expenditure, support to vulnerable sections of society and reduced tax revenue is likely to put severe pressure on fiscal balances of the government.

In such a scenario, as per IMF the Indian economy is expected to decline by 4.5% for 2020 as compared to growth outlook of 5.8% given by IMF in January 2020. Some of the developed economies are expected to decline even more significantly – USA is expected to decline by 8.0% and Europe by 10.2% during 2020.

Like the outlook by IMF, many rating agencies and investment banks expect a significant decline in India's FY21 performance.

Industry Scenario

Indian FMCG Sector

The Fast-moving Consumer Goods (FMCG) sector is the 4th largest sector of the Indian economy. During FY2019-20, the sector witnessed growth of 7.2% as per AC Nielsen, which is almost half of the 14% growth reported in FY2018-19.

The FMCG sector saw a sharp slowdown during the year on account of moderation in economic activity, low farm incomes and weak rural wage growth, liquidity crunch in the system, high unemployment levels and downtrading across categories. By March 2020, the sectoral growth dropped to 3.3% in value terms and 0.5% in volume terms.

The Corona virus pandemic has further impacted the sector since March 2020 due to restrictions on movement of goods, supply side bottlenecks and impact on consumption. Consumers have been stocking up essential products such as packaged foods, staples, tea, coffee, milk, detergents, and other products of daily usage. During this phase, demand has also surged for health and hygiene products as these aspects came into sharp focus. There was a surge in demand for hygiene products like sanitizers and disinfectants in addition to immunity building OTC and healthcare products. However, discretionary and nonessential items have seen weak demand as the focus during the lockdown has been on food and hygiene.

Outlook

Currently the path to recovery is still uncertain as the curve of infection has not yet flattened and there are more than 3,500 containment zones across the country.

Flattening of the curve across the country is likely to take a few months going by expert opinion and experience of other countries. Till then the demand patterns within FMCG are likely to change.

Changing Dynamics of the FMCG Sector

The FMCG landscape is undergoing a sea change with the emergence of COVID-19, which is also impacting consumer behavior across markets and geographies. We expect the following consumer trends to pick up in the post-COVID world:

• 1. Increased consumer focus on healthcare, particularly preventive healthcare, with a preference for Ayurvedabased solutions that boost immunity
• 1. Greater focus on Personal Hygiene with demand for hand and home sanitisers expected to grow exponentially
• 1. Discretionary spending would be curtailed due to shift of priorities towards essentials
• 1. Movement towards financial security to gain momentum
• 1. Technology to act as a catalyst for convenient, safe and enhanced consumer experiences

We also expect the industry to undergo recalibration of the supply chain and distribution network, with channels like e-commerce and Direct to Consumer gaining salience. Local kirana (grocery) stores have seen a resurgence as proximity and availability of products came into prominence. These retail outlets may become more organized, digitally enabled, and serviced directly. Recently, India's Top 12 consumer goods companies, including Dabur India Ltd, have partnered with the government to convert millions of neighbourhood kirana stores into sanitised and safe retail outlets selling daily essentials. These kiranas will be called Suraksha Stores and linked to the government's Aarogya Setu app. The companies, in addition to registering these outlets as Suraksha Stores, will help the kirana staff implement safety norms such as social distancing and sanitisation, and supply them sanitisers, masks and gloves. The government is targeting to bring 1 million stores under this category in the first phase. This is the one of the several steps that FMCG companies are taking to push demand and ensure that retail shelves remain stocked in the eventuality of the lockdown and its impact on trade channels persisting.

According to Nielsen, the effects of the disruptions caused by COVID-19 would linger on for the rest of the year, prompting the market researcher to slash its 2020 growth outlook for India's FMCG sector to 5-6% from its earlier projection of 9-10%. It further stated said that the long-term effects of the pandemic will have widespread impact in the months to come. However, FMCG sector is one of those which will be less impacted than others as demand for consumer staples is expected to revive as situation begins to normalize.

Health Care Industry

In view of Covid-19 pandemic, the need to build immunity and fight illnesses has gained prominence, not just in consumer mind space but also among the medical fraternity.

The demand for Ayurvedic products has been on the rise for a few years now. As per a report by IMARC, released prior to the COVID pandemic spread, Indian Ayurvedic products market is expected to grow at a CAGR of 14% during 2019-2024.

A key factor driving the Indian ayurvedic products market is increasing popularity of natural and herbal medicines and their benefits among the consumers. Factors such as rising health concerns and awareness about the side-effects of western medicines is further driving the consumer preference for Ayurvedic products in the country. Furthermore, the distribution network of ayurvedic products have improved significantly, increasing the accessibility of these products across both urban and rural regions.

The spread of the COVID-19 pandemic has led to a sharper resurgence in consumer interest, awareness and demand for Ayurvedic therapies and medicines. Within a month of the outbreak, 'Immunity' became one of the most searched words on Google, reflecting the shift in consumer preference. The word 'Immunity' saw a 500% increase while 'Vitamin C' searches went up by over 150% in 2020. There is today a significant interest towards immunity building, health and hygiene products and the adoption rates are improving as well. The government through the Ministry of AYUSH has been encouraging citizens of India to use Ayurvedic products and practice Yoga to build immunity. As per an advisory issued on 31st March 2020, the AYUSH Ministry had, among other measures, recommended the following to boost immunity to fight illnesses:

• Take Chyawanprash 10gm (1tsp) in the morning. Diabetics were advised to take sugar free Chyawanprash.
• Drink herbal tea / decoction (Kadha) made from Tulsi (Basil), Dalchini (Cinnamon), Kalimirch (Black pepper), Shunthi (Dry Ginger) and Munakka (Raisin) - once or twice a day. Add jaggery (natural sugar) and / or fresh lemon juice to your taste, if needed.
• Golden Milk- Half tea-spoon Haldi (turmeric) powder in 150 ml hot milk - once or twice a day. (Source: Ministry of Ayush)

Prime Minister Mr. Narendra Modi has also been promoting Ayurveda and Yoga on various forums. These initiatives have further established the long-term relevance of Ayurveda and its role in natural healthcare.

Home & Personal Care Industry

India's home and personal care industry encompasses home care products like household cleaners, detergents, toilet cleaners and air fresheners and personal care products like hair oils, oral care products, skin care and cosmetics. With downtrading increasing across categories, most of the subsegments like Hair Care and Oral Care saw low single-digit

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growth in the full year 2019-20. India's household care industry, on the other hand saw high single-digit growths on the back on rising awareness about health and hygiene.

Ever since the COVID outbreak, the consumer need for hygiene products – ranging from hand sanitisers to household disinfectants – has gone up significantly. According to Nielsen India, demand for such products jumped by nearly three-fold. To cater to this growing need, companies across sectors diversified into manufacturing hygiene products for sanitizing hands and personal spaces within homes. Dabur also advanced the launch of its hand sanitizer by nearly a quarter to mid-March, in order to meet the emerging need gap. We have since expanded this portfolio with the introduction of air sanitisers, all-purpose disinfectants and sanitizing floor cleaners. This increasing awareness on personal hygiene, coupled with the rise in adoption of digital media, social media and e-commerce, consumption of home and personal care products is likely to sustain. Going forward, in the Covid-19 world, we might see consumers spending more on essential personal care products and lesser on discretionary personal care products. Consumers are likely to increase focus on value for money with premium category likely to see a moderation. However, some of these trends may be temporary in nature and a rebound is likely to happen post Covid.

Foods Industry

The Food sector, which contributes to 57% of the overall FMCG market, comprises broad categories like packaged Atta, rice, edible oil, dairy products, beverages, baby food etc. During the year, this category witnessed growth of 8-9%. While the Food sector, riding on demand for consumer staples, has been growing at a good pace, the Juices & Nectars segment saw some pressure over the past year on account of downtrading by the consumers to lower priced alternatives such as milk-based and carbonated beverages/drinks. That said, the Juices & Nectars market is still heavily underpenetrated and has a huge headroom for growth by capitalizing on innovations both in formats and extensions.

Due to the extended lockdown in India, cooking at home was a big theme due to which convenience foods and cooking ingredients were in high demand. Dabur's Culinary portfolio under the Hommade brand tapped the 'Chef within households' during the lockdown with a range of easy-to-prepare online recipes. These trends may get strengthened going forward as Covid effect is expected to last for a while.

Company Overview

Dabur India Ltd is the largest Ayurvedic and natural health care company in the country with a portfolio of over 400 products. With its wide distribution network, covering 6.7 million retail outlets, and presence across urban and rural markets, Dabur products are among the most trusted brands in the country offering holistic health and well-being.

We have manufacturing facilities spread across 11 locations in India and 8 overseas. Known as the original custodian of Ayurveda, Dabur has been at the forefront of innovation to make the traditional knowledge of Ayurveda more contemporary and in sync with the changing needs and aspirations of millennials and centennials.

The year 2019-20 was marked by an overall slowdown in the industry, which was aggravated by a liquidity crunch in the market, stress on disposable incomes and growing unemployment. At Dabur, we have taken steps to mitigate the impact of these headwinds and invested in expanding our rural footprint. Dabur invested ahead of the curve in expanding its rural coverage, which helped us drive growth even during the slowdown. We increased our rural network to cover 52,298 villages by end of FY20, up from 44,068 villages in March 2019. With this, we have built a strong foundation for sustainable profitable growth in rural market.

Alongside, we are expanding our product basket for rural consumers by way of newer low-priced packs to feed these markets and push demand growth. During the year, Dabur introduced low-priced packs in categories like Foods, Hair Oils, and Oral Care

A year ago, Dabur had embarked on a new growth strategy, identifying and focussing on its key Power Brands as the drivers of growth for the future. The Company sharpened its focus on the Power Brands through increase in brand investments, enhancing distribution reach and driving innovation. More details of this strategy have been provided in the initial sections of this report. A number of these Power Brands are in Healthcare space, which was in line with the company's renewed focus on Ayurveda and Healthcare as being the growth engines. These initiatives have helped us drive demand for these brands through most part of the year.

Ayurveda and Ayurvedic products have been gaining wider acceptance with a growing number of young Indians embracing these traditional products and medicines. Dabur has also intensified its focus on Ayurveda with the launch of a slew of new products and initiatives, such as:

• Dabur Babool Ayurvedic Toothpaste: Packed with powerful Ayurvedic ingredients like Babool, Clove, Triphala, Pudina and Patchouli, it offers all-round protection for the entire family from all dental problems.
• Vatika Ayurvedic Shampoo: An Ayurveda-based shampoo that offers gentle cleansing and conditioning.

• Dabur Kabz Over: Available in easy-to-consume granules format, it is packed with powerful ingredients like Haritaki, Ajwain, Castor Oil, Saunth, Senna and Saunf. This 100% Ayurvedic formulation is highly effective in providing effective relief from constipation, gas and acidity.
• Dabur Tulsi Drops: A natural Immunity Booster, it also helps build respiratory health and provides effective protection from Cough and Cold. Dabur Tulsi Drops has antioxidant, antimicrobial and adaptogenic properties that deliver 10 key health benefits including heart health, digestion, skin health, eye health, improved functioning of joints and liver besides relief from cough and cold.
• Dabur Haldi Drops: It has curcumin extract which helps boost immunity and reduce inflammation. It also has antioxidant properties and helps to cure cough and cold and is beneficial for skin and joint health.
• Dabur Amla Juice: A concentrated juice of Indian gooseberry, this is a natural immunity booster.
• Dabur Giloy-Neem-Tulsi Juice: A combination of three potent immunity-building herbs.
• Range of 8 Ayurvedic Churnas: A range of eight single herb Churnas, which includes three Immunity-boosters like Giloy Churna, Amla Churna and Ashwagandha Churna. The other products in this range are Trikatu Churna, Hareetaki (Harad) Churna, Neem Churna, Arjun Chhal Churna and Brahmi Churna.
• Dabur Ayush Kwath Kaadha: A concoction of Tulsi, Shunthi, Dalchini and Maricha, Dabur Ayush Kwath Kaadha is an immunity booster recommended by Ministry of AYUSH for strengthening your body's internal Immune system to fight illnesses. It is also useful in managing cough, cold and sore throat.
• Dabur Immunity Kit: A holistic kit, containing 6 immunity boosting products like Dabur Chyawanprash, Giloy ki Ghanvati (Giloy tablets), Giloy Churna, ImuDab (Immunity building syrup), Honitus and Stresscom (Ashwagandha) capsules. This kit was launched to offer consumers a holistic package of immunity boosters in the wake of the COVID outbreak.

Some other new products launched during the year include Dabur Sanitize Multi-Surface Disinfectant Spray, Dabur Sanitize Antiseptic Liquid, Dabur Sanitize Antiseptic Soap, Dabur Sanitize Laundry Sanitiser, Dabur Veggie Wash, Dazzl Floor Cleaner, Dazzl Disinfectant Spray, Dabur Amla Aloe Vera Hair Oil, Dabur Badaam Amla Hair Oil, Fem Fruit Bleach, Dabur Sanitize Hand Sanitiser, Dabur Sanitize Disinfectant Spray, Dabur Sanitize Air Sanitizer, Dazzl Surface Cleaner, Dazzl All-Surface Disinfectant and Odonil Air Sanitiser. We also launched Dabur Suraksha Kit which comprises a reusable face shield, hand sanitizing rub, reusable face mask, washable hand gloves and a reusable head cover. In the foods category the company launched Real Pink Guava, Real Aloe Vera Kiwi, Real Mixed Berries Juice, Real Masala Sugarcane Juice, Real Masala Mixed Fruit Juice, Real Masala Aam Panna, Real Fruit ORS and Real Activ Coconut Water in a tetra pack. In addition, Fem Hand Wash range was also repositioned as an effective hygiene solution by highlighting its Germ-Kill properties.

Strategic Business Units

Dabur has a diversified product portfolio that covers key FMCG categories like Health Supplements, OTC, Hair Care, Oral Care, Skin care, Home Care and Foods. A significant portion of this portfolio consists of natural and Ayurvedic products. Dabur's business structure is divided into three Strategic Business Units (SBUs):

• ● Consumer Care Business: This includes Health Care (HC) and Home & Personal Care (HPC) businesses, which together account for 57.6% of Consolidated Sales
• Foods Business: This comprises Packaged Fruit Juices and Culinary Products, which account for 10.9% of Consolidated Sales
• International Business: A mix of Dabur's organic overseas business as well as the acquired entities of Hobi Group and Namaste Laboratories LLC, this segment accounts for 28.2% of Consolidated Sales

The Consumer Care Business and Foods Business together make up the India FMCG business for Dabur. The Revenue mix of these SBUs is presented in Fig 3.1.

SBU-wise Consolidated Revenue Mix

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Fig 3.2 – India FMCG Revenue by Categories

Indian FMCG Business

Health Care

Health Care business contributes to 33.9% of Dabur's India FMCG business. While the category witnessed a growth of 5.9% during the year 2019-20, the growth in the first 11 months of the fiscal ("YTD Feb'20") was 11.4%. This vertical comprises sub-categories like Health Supplements, Digestives, OTC and Ayurvedic Ethicals. Ayurveda is the common thread binding most products in our Health Care bouquet.

● Health Supplements category for Dabur reported 8.2% growth during the current fiscal and 12.9% in YTD Feb'20 with almost all brands reporting strong growths.

Factors such as rising awareness about the importance of a healthy lifestyle, increasing preference for chemicalfree natural products, as well as favorable government initiatives have helped drive consumer preference for Ayurvedic products in the country. According to a recent report released by IMARC, the Indian Ayurvedic products market is expected to grow at a CAGR of 14% between 2019 and 2024. With the government also promoting the usage of Ayurvedic products through awareness programs, its popularity is slated to increase in the coming months and years.

In the wake of the Covid-19 pandemic, there has been an increased consumer interest in Ayurvedic products that help boost immunity. Even as Governments and Pharma industry are trying hard to find a vaccine for the novel Coronavirus, enhancing our immunity has emerged as the best way to save ourselves from the deadly virus.

Dabur Chyawanprash: The flagship health supplement brand in the Dabur portfolio, Dabur Chyawaprash is a time-tested Ayurvedic formula that helps build the body's immunity and helps fight infections. Packed with over 41 potent Ayurvedic herbs, Dabur Chyawanprash has been recommended by the Ministry of Ayush for building immunity to combat Corona virus infection.

Key Highlights for FY 2019-20:

• High decibel campaigns launched to highlight the positive impact of Dabur Chyawanprash in fighting ill-effects of pollution and infections during monsoon.
• Signed film star Kajol as the new face of the brand.
• Immune India campaign rolled out across the country to engage with Ayurvedic doctors highlighting the immunomodulatory effects of the brand and creating awareness about health and immunity requirements.
• With the onset of winters, extended the Immune India campaign to cover underprivileged kids across the country. Under this initiative, Dabur Chyawanprash joined hands with leading NGOs from 14 cities in India and conducted Immunity awareness sessions to educate children.
• Series of digital campaigns and special initiatives on news channels highlighting the importance of boosting the body's immune system in the fight against COVID-19 pandemic.
• Dabur ChyawanPrakash, the Sugar free variant, continued to gain ground with health-conscious and diabetic consumers.
• Overall market share of Dabur Chyawanprash soared 325 basis points to touch an all-time high of 62%.

Dabur Honey: A leading health product from the House of Dabur reaffirmed its position as a market leader by specifically focussing on healthy living and weight management. A series of campaigns, based on the Ayurvedic wisdom that consuming honey with lukewarm water helps fight obesity and manage weight, was rolled out on both mainstream media and digital media.

Key Highlights for FY 2019-20:

Dabur ran a special campaign to highlight the superiority of Dabur Honey over price warriors in the market. This 'Pure Honey, Dabur Honey' campaign highlighted the 60 plus tests that every batch of Dabur Honey undergoes to ensure its purity.

• Signed Southern actress Tamannaah Bhatia as the regional face of Dabur Honey and launched a new campaign for South India talking about the brand's benefits in weight management.
• During Durga Puja, Dabur Honey joined hands with some of the popular sweet shops in Kolkata to co-create a range of traditional sweets using Dabur Honey.
• A single-use Tub pack of Dabur Honey was introduced during the year. This pack was extensively sampled to over 2 lakh users through Indian Railways.
• The brand participated in over 15 marathons across the country to promote Dabur Honey as a leading Health brand.
• With the COVID outbreak and the resultant lockdown, the brand launched a digital campaign that promoted a series of quick healthy recipes for consumers using Honey
• Dabur Honey rolled out a #StayFitFromHome campaign on social media, which saw its brand ambassador Jacqueline Fernandes and the regional brand ambassador Tamannah Bhatia posting about their fitness regime during the lockdown.

Dabur Glucose: The third major brand in this category, Dabur Glucose continued to grow during the summer months, riding on a high-decibel campaign featuring Ajay Devgn and the launch of a new variant Aam Panna. We continue to drive growth for this brand through flavoured variants and saw our market shares go up by almost 100 bps.

● Digestives category for Dabur reported an 8% growth in 2019-20 and 14.2% in YTD Feb'20

Digestive disorders are one of the most common health problems faced by people in India, with some research even suggesting that almost seven out of 10 people suffer from digestive health issues in the country. Unhealthy lifestyles, skipped meals, eating out and unhygienic fast foods are some of the main culprits for this rise in digestive disorders.

Over the years, consumers have been preferring herbal and traditional products to address their digestive problems as these products are less susceptible to side-effects.

Dabur has been a leading player in the herbal digestives market with a wide portfolio under key brands like Hajmola, PudinHara, Hingoli, Dabur Nature Care and Sat Isabgol. The year saw the launch of two new

Over 1 crore samples of Dabur Hajmola distributed at Restaurants, Schools, Airlines and through Dabbawalas in Mumbai.

brands in this category – Dabur NatureCare Kabz Over and Dabur Soda Fizz. Available in easy to consume granules format, Dabur NatureCare Kabz Over is packed with powerful ingredients like Haritaki, Ajwain, Castor Oil, Saunth, Senna and Saunf. This 100% Ayurvedic formulation is highly effective in providing effective relief from constipation, gas and acidity. Dabur Soda Fizz, on the other hand, is an effervescent remedy for gas and acidity. Available in a granular effervescent powder format, it provides quick relief from stomach ailments like stomach-ache, gas and indigestion.

Hajmola: The flagship digestive brand, Hajmola has a distinct tangy taste which has endeared this brand to consumers from all age groups for generations. The brand comes in 6 tasty variants: Regular, Imli (Tamarind), Pudina (Peppermint), Anardana, Amrud (Guava) and Chatcola. We added a new flavour to the portfolio this year with the launch of Chatpati Hing (Asafoetida) variant.

The brand rolled out a series of campaigns on digital media to connect with consumers and ride on the growing demand for the new variants like Chat Cola and Chatpati Hing.

• Over 1 crore samples of Dabur Hajmola distributed at Restaurants, Schools, Airlines and through Dabbawalas in Mumbai.
• A series of digital campaigns and memes, focussing on moment marketing to take advantage of current events like the Cricket World Cup, Chandarayaan launch, were rolled out to deliver relevant and spontaneous interactions with consumers. Some of these memes and campaigns were widely shared on social media by consumers and helped build a real-time connect with consumers and create a high brand recall.
• The brand's popular promotional activity Hajmola Chunavi Dangal, which was created a year ago around the Elections to promote awareness on Voting was extended to Nauchandi Mela in Meerut this year. A special booth was created, where a mock election was held to identify the consumer's favourite flavour from the Hajmola digestive tablets range. Various Hajmola flavours were sampled

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with the consumers, who were then asked to vote for their favorite flavour, and the winning flavour was declared the 'Mukhya Flavour Mantri 2019'. Hajmola Chunavi Dangal received the ACEF Award for innovative customer engagement.

• Hajmola was ranked amongst India's 100 Most Trusted Brands by The Economic Times-Brand Equity Survey.
• To celebrate the unique bond between brothers and sisters on Rakshabandhan, Hajmola came up with #BaatHazamNahiHui campaign showcasing the chatpata moments people experience with their siblings. As a part of this campaign, a set of three digital films were launched with three different yet relatable stories on the bond between siblings.
• A profile pouch for Hajmola Candy was introduced in Modern Trade outlets during the year.

Pudin Hara: A proven Ayurvedic remedy for digestion issues, Pudin Hara is available in three formats of Liquid, Pearls and powder Fizz. It is an iconic proprietary formulation which addresses stomach pain and indigestion through herbal ingredients such as pudina satva (mint).

Key Highlights for FY 2019-20:

• Sampling is the biggest lever to drive consumer trials in this category. The brand undertook largescale consumer connect initiatives at religious and social fairs, like Magh Mela and Chitrakoot Mela, across the country.
• The brand undertook a high-decibel activation at the Nauchandi Mela in Meerut this year with the 'largest Glass Bottle of Dabur Pudin Hara', an actual replica containing over 400 litres of Pudin Hara liquid. Dabur Pudin Hara entered the Limca Book of Records for this feat.
• A special digital video was also created around the mela - with a catchy tune 'Pudin Hara Banke' that became one of the most widely shared videos on digital platforms
• Sampling activities were also undertaken in Rajdhani and Shatabdi trains.
• Television star Kapil Sharma was signed as the new face of Pudin Hara and a new TVC will be rolled out soon.
• Ayurvedic OTC and Ethicals category for Dabur was flat in 2019-20 and grew by 6.7% in YTD Feb'20.

Dabur is the leading player in the Ayurvedic products category with a wide range of products. Dabur's OTC portfolio today includes products in categories such as Immunity Boosters, Cough & Cold, Women's Health Care, Baby Care and Rejuvenation. We also have a large Ayurvedic Ethicals portfolio.

In the days and weeks following the COVID-19 outbreak, the demand for immunity boosters witnessed a surge. As the world scrambled to find a cure for COVID-19, health experts suggested that boosting the body's immune system may help in preventing the onset, minimize the infection and hasten recovery from the disease. Ayurvedic herbs such as Tulsi, Cinnamon, Black Pepper, Shunthi (dry ginger) and Raisins were recommended as potent aids to increase the body's immunity against harmful viruses. To meet this emerging need, Dabur fast-tracked the launch of a host of immunity boosters, besides increasing production of its existing range of products containing highly effective immunity building herbs like Ashwagandha, Giloy, Amla etc.

Immunity Boosters: Immunity, as we understand it through modern medicine, is the function of certain cells, enzymes and immunomodulatory chemicals that attack pathogens and prevent them from creating diseases. As a branch of holistic healing, Ayurveda lays emphasis on strengthening your body's immunity to deal with chronic infections and illnesses. These Ayurvedic products and remedies can be consumed regularly to charge the body's immunity, naturally.

In the wake of the COVID outbreak, the demand for specialised and natural Immunity booster products have grown exponentially.

• The company launched Dabur Tulsi Drops, a 100% Ayurvedic remedy that is a natural Immunity Booster and also helps build respiratory health and provides effective protection from Cough and Cold. Dabur Tulsi Drops is a mixture of 5 types of rare Tulsi leaves like Vishnu Tulsi, Rama Tulsi, Shyama Tulsi, Bisva Tulsi and Amrit Tulsi.
• Launched Dabur Haldi Drops, which has curcumin extract and helps boost immunity and reduce inflammation. It also has antioxidant properties and helps to cure cough and cold and is beneficial for skin and joint health.
• Launched a range of eight single herb Churnas, which includes three Immunity-boosters like Giloy Churna, Amla Churna and Ashwagandha Churna.
• Introduced Ashwagandha capsules. A true superfood, Ashwagandha herb is known for its healing effect on the body and protection

from infections. The herb's natural immunoboosting properties can also help deal with chronic stress and fatigue which happen with viral infections.

• Ventured into the immunity-building juices market with the launch of Dabur Amla Juice and Dabur Giloy-Neem-Tulsi Juice.
• We also put together a 6-in-1 Immunity Kit containing products like Dabur Chyawanprash, Giloy ki Ghanvati (Giloy tablets), Giloy Churna, ImuDab (Immunity building syrup), Honitus and Stresscom (Ashwagandha) capsules which was sold on ecommerce platforms.
• Special campaigns launched in Digital media and Mainstream media, to highlight the various Immunity booster products in the Dabur portfolio and generate awareness about their benefits.

Cough & Cold: Changing weather conditions, high levels of pollution have led to increasing incidence of cough, cold and allergy in India.

Demand for Ayurvedic products, particularly in the area of cough and cold remedy, has been on the rise. Dabur is a leading player in this market with its brand Dabur Honitus, which features an array of Ayurvedic products like Honitus cough syrup, Honitus Lozenges, Honitus Hot Sip (a ready-to-use Ayurvedic kadha) and Honitus Madhuvani (a traditional Ayurvedic Medicine for Cough and Cold). Given its non-drowsy Ayurvedic formulation, Honitus Cough Syrup is a scientifically proven remedy for cough. It is fortified with Tulsi, Mulethi & Banapsha to provide fast relief against acute cough and throat irritation.

Key Highlights for FY 2019-20:

• Rolled out campaigns to highlight the 'natural' and 'no side-effect' proposition of Honitus cough syrup.
• Special tie-ups with Bollywood movie 'Mission Mangal' and Bengali movie 'Professor Shanku' to promote the brand.
• Improved visibility of Honitus Hot-Sip Ayurvedic kadha, with campaigns promoting it as a solution for pollution-related throat ailments. We also introduced a smaller 6-sachet consumer pack of Honitus Hot-Sip.
• Introduced Honitus Adulsa, a cough syrup containing the Adulsa herb. This product has been created especially for the western markets where

the herb is known for its soothing effect for coughs and as a treatment for respiratory disorders.

Women's Health Care: Dabur has a range of authentic Ayurvedic products for Women's Health Care. The product range includes Dashmularishta Asav, Ashokarishta Asav, Dabur Activ Blood Purifier, Dabur Woman Restorative Tonic and Dabur Lauhasava. Dashmularishta is a potent formulation for women, which combines the goodness of dashmool with other herbs, and helps in recovering from post-delivery related stress and weakness effectively and naturally. Known as the 'natural friend' of a woman, Ashokarishta provides hormonal balance and improves reproductive health. A new television commercial was launched this year for Dabur Lauhasava, an Ayurvedic medicine for Iron Deficiency and Anaemia. All products in this portfolio performed fairly well in the market during the year.

Baby Care: Dabur Lal Tail is an ayurvedic baby massage oil formulated with potent herbs recommended in Ayurveda to help baby's overall healthy development. It is clinically proven to help healthy muscle development and strengthen the baby's bones.

Key Highlights for FY 2019-20:

• As part of our local communication strategy, we signed Marathi film and television actress Shruti Marathe as the new face of the brand in Maharashtra.
• To reach out to new mothers, Dabur is working with mother bloggers to create awareness about the health benefits of Dabur Lal Tail.
• A special Gift Box with Dabur Lal Tail was developed and distributed in Maternity Homes.

Rejuvenators: Dabur's Rejuvenator portfolio, which includes products like Dabur Shilajit, Shilajit Gold, reported steady growth during the year, driven mainly by ecommerce. The range is good for general health and well-being, and helps increase strength, stamina, vigour and vitality.

Ayurvedic Ethicals: Ayurveda is at the core of Dabur, and this business is the foundation on which Dabur was born in 1884. This portfolio covers over 250 products and medicines, prepared on the basis on formulations written in ancient scriptures, to treat and manage a variety of ailments, including several lifestyle diseases that people are facing today.

Dabur has always believed in the goodness of Ayurveda and has been introducing products that offer the

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benefits of Ayurveda to meet the ever-changing needs of consumers. Alongside, we have been working towards contemporizing and popularizing Ayurveda among the new generation.

A host of new products were launched during the year to expand the Dabur Ayurvedic Ethicals portfolio. The business demonstrated a robust performance during the year, increasing Dabur's share in the market.

Key Highlights for FY 2019-20:

• In addition to the three immunity boosting churnas mentioned before, Dabur launched five new Churnas: Trikatu Churna, Hareetaki (Harad) Churna, Neem Churna, Arjun Chhal Churna and Brahmi Churna.
• Five new Ayurvedic medicines were also launched during the year: Arshoghani Vati for Piles; Punarnavadi Mandoor for Anaemia; Amla Pittantak Lauh for treating acidity and stomach pain; Navayas Lauh for liver function improvement and Saptamrit Lauh for toning eye muscles.
• The year also saw the national launch of Dabur Ratnaprash (the premium health tonic) and Dabur Keratex Hair Oil (an Ayurvedic hair oil).
• During the year 2019-20, Dabur conducted 1,280 Health Camps across the country, offering free consultations and subsidized medicines to the poor and needy. Over 150,000 patients benefited from these Health Camps.
• Reached 4.9 million consumers through the Mensta #NoWomensDay Campaign across digital platforms highlighting that women need to be given respect and care on all 365 days of the year and not just on Womens' day. The Campaign received overwhelming response across the country and was featured on prestigious platforms.
• Reached 8 lakhs+ consumers in 7 days with Active Antacid Suhana Safar with RSRTC (Rajasthan Road Transport Corporation) across 10 cities in Rajasthan
• OPD camps for Gynaecology and General Practitioners were organized daily with doctors offering free consultations to patients. Free medicines were also offered to the needy.
• Health camps were organised during regional religious fairs like Pandarpur Yatra, where the pilgrims were offered services like Health checkups, Ayurvedic foot and back massage with Dabur

During the year 2019-20, Dabur conducted 1,280 Health Camps across the country, offering free consultations and subsidized medicines to the poor and needy. Over 150,000 patients benefited from these Health Camps.

Rheumatil Oil. The Pandarpur Yatra campaign won a prestigious Gold award at the SEAC Singapore Customer Engagement Forum 2019. Besides, Ayurveda vans were deployed, offering mobile health care services to the devotees.

• Dabur also organised Swarna Prashana camps every month across the country on Purnima or full moon nights. As part of this camp, the medicines are kept exposed to moon rays through the night and consumed early morning with Vedic chanting. A special Sharad Purnima Ayurvedic Treatment Camp was organised in Bhopal for treating long-standing respiratory diseases and allergies such as Asthma, Bronchitis, Chronic cough & cold, sinus etc. The unique all-night Health Camp was organised to provide relief to Bhopal Gas Victims.
• The Company expanded its doctor engagement to regional markets under the 'Samvaad' initiative, which is a forum for discussing Ayurvedic products, practices and developments. We organized 200 Samvaad meets during the year.
• The Medico Marketing team was expanded with the addition of 150 people taking the total team strength to over 600. We enhanced our doctor coverage from 48,000 to 59,288.

Home & Personal Care

Dabur's Home & Personal care vertical contributed 50.1% to India FMCG business and saw a flat growth during the year. Growth in YTD Feb'20 period was 5%. This vertical includes four key categories: Hair Care, Oral Care, Skin Care and Home Care.

The rapid spread of COVID-19 has brought to the fore the consumer need for personal hygiene products. Dabur has also entered the personal hygiene space with the launch of a new brand - Dabur Sanitize. In addition, a range of products have been introduced in the home hygiene space to cater to the growing consumer need.

● Dabur's Hair Care business declined by 1.1% during the year and grew by 4.3% in YTD Feb'20.

The Hair Care business for Dabur comprises Hair Oils and Shampoos. It contributed to 21.1% of the India FMCG business.

Hair Oils: Hair oiling is an age-old phenomenon in India and is seen as most beneficial for strengthening and nourishment of hair besides reducing hair fall. The good old 'champi' or hair massage continues to be popular across India besides usage of hair oils as a grooming aid.

One of the oldest and most prominent players in the Hair Oils market in India, Dabur offers a wide range of products with popular brands like Amla, Vatika and Anmol.

Dabur continued to grow faster than the Hair Oil category, gaining on all parameters, be it market share, penetration or distribution.

Key Highlights for FY 2019-20:

• The company enhanced brand spends on Dabur Amla Hair Oil and focussed on special campaigns around the brand's popularity and legacy. These campaigns also highlighted the fact that Dabur Amla Hair Oil is the No. 1 hair oil in the world.
• As part of a strategy to reach out to new-age consumers, Dabur entered the kids' hair care space with a range of products, specially targeting the online retail space, under the Dabur Amla brand. The new Dabur Amla kids' range includes Dabur Amla Kids Nourishing Hair Oil, Dabur Amla Kids Nourishing Shampoo and Dabur Amla Kids detangler, which were launched exclusively on e-commerce platforms.
• Enhanced focus on Anmol brand to increase its penetration across markets in the coconut oil category.
• Rolled out a series of digital campaigns to increase connect with the millennials. In order to salute the spirit of women frontline workers who have actively been supporting the nation during the corona virus crisis, Dabur Amla Hair Oil launched a special social campaign to laud their efforts. The film, which was executed in a flip book style depicting the various COVID warriors getting ready for their duty to serve humanity, lauded the efforts of lady doctors, nurses, sanitation workers, aid givers, police officers and journalists for their services during the lockdown.
• Dabur Amla created another digital campaign around building bonds with loved ones during this

lockdown. This campaign focussed on the motherdaughter bond, especially during the lockdown with the tagline "Apni jadoon se rishta banao".

• Embarked on a new regional strategy by roping in local celebrities as brand ambassadors and creating special TVCs for key southern markets.
• Dabur Amla Hair Oil joined hands with the Government of Uttar Pradesh to promote and propagate the 'Beti Bachao, Beti Padhao' campaign launched by Prime Minister Narendra Modi. Under this initiative 'Tu Padhti Ja, Tu Badhti Ja', Dabur Amla is reaching out to more than 50 Government schools across the state, covering around 25,000 girl students to drive awareness about the importance of education and offer scholarships to help bright and needy students pursue higher education.

Shampoos: The Shampoo portfolio accounts for 15.3% of Dabur's Hair Care business. Dabur operates in this category with a range of shampoos under the brand Vatika. We extended our shampoo portfolio this year with the launch of Vatika Ayurvedic Shampoo, a unique formulation that offers gentle cleansing and conditioning with improved sensorials.

Key Highlights for FY 2019-20:

• We relaunched the entire bottle portfolio of Vatika shampoo range with an entirely new packaging. New SKUs were also launched, especially for Modern Trade outlets, which improved the bottle saliency for Vatika shampoo.
• Created better value for consumers in the shampoo sachet market by giving consumer a larger sized sachet with more shampoo for the same price of Re 1.
• Used digital media and Social media to build greater connect with millennials by sharing Do-It-Yourself Hair Care and styling videos and posts.

● Oral Care business continued to perform well and reported a 7.0% growth in YTD Feb'20 and 1.8% during the year.

The recent years had seen considerable expansion of the Herbal Oral Care market in India, riding on heightened demand for traditional and Ayurvedic ingredients. The Oral Care business for Dabur comprises Toothpastes and Toothpowder.

Our flagship brand Dabur Red Paste continued to outperform the category, growing by nearly two times the category growth rate. Dabur Red Paste has today emerged as the No. 1 toothpaste brand across several markets like Odisha and Andhra Pradesh. It has also emerged as a close 2nd in Tamil Nadu.

Targeting the value segment of the herbal toothpaste market, the company launched Babool Ayurvedic Paste which is packed with powerful Ayurvedic ingredients like Babool, Clove, Triphala, Pudina and Patchouli, offering all-round protection for the entire family from all dental problems.

The toothpaste industry faced a slowdown in demand with consumers downtrading to smaller packs, pushing down industry growth rates to low single digits. Despite the sharp decline in growth rates across the industry, our toothpaste franchise continued to grow ahead of the market and reported steady market share gains.

Key Highlights for FY 2019-20:

• Dabur effectively used communication, both in mainstream media and digital media to drive relevance and consumer recall for the brand. While the television commercials were more functional and thematic, talking about the brand benefits, the campaigns on digital and social media were designed to build brand love and consumer connect. The various digital campaigns by Dabur Oral Care brands gathered over 50 million impression on Digital media.
• Moment marketing was effectively used to drive the brand connect for Dabur Red Paste with consumers around special occasions like Cricket World Cup. The brand's Cricket World Cup campaign, with the #SabkoChabaJaayenge, was an instant hit.
• A slice of life digital campaign, #ChabaateRahoIndia, was launched by Dabur Red Paste to talk about the everyday tasks we undertake with our teeth. This film was later recrafted during the COVID-imposed lockdown to reflect the current mood and 'hunger swings' of many who are homebound due to the lockdown. The film was entirely shot indoors on mobile phones and handycams by the actors and their family members.
• Dabur Red Paste was featured for the fourth consecutive year in the Brand Equity 100 Most Trusted Brands list.
• With consumers shifting to lower priced packs during the slowdown, Dabur also upped its ante and engaged in an aggressive low-priced unit play in the Oral care market with the launch of ` 10 packs. This helped us increase penetration and distribution reach across markets.

Dabur Red Paste was featured for the fourth consecutive year in the Brand Equity 100 Most Trusted Brands list.

● Skin Care & Salon business for Dabur reported a growth of 2% in YTD Feb'20 and a decline of 2.7% during the year.

With the growing awareness about beauty care, consumers are increasingly adopting healthy diet, adequate water intake, exercise and natural products for the daily Skin Care routine.

With the changing market dynamics, brands are now working towards adding value and creating differentiation to build a long-term relationship with consumers. Also, the consumer preference for natural ingredients and products to solve any health or skin issues is growing in India.

Dabur operates in the Skin Care category with three key brands – Dabur Gulabari for mainstream rose-based skin care products, Fem for facial bleaches and hair removal creams, and OxyLife for oxygen-infused premium facial bleaches and facial products. The year also saw Dabur enter the Male Grooming market under the OxyLife brand.

Gulabari: Dabur Gulabari has been positioned as the teenager's first skin care product. The brand, which features products like Rose Water, Face Freshener and the winter specific Moisturising Cold Cream and Lotion, witnessed a muted growth during the year mainly due to competition from counterfeit and unorganized sector. The brand is undergoing a packaging change to counter spurious product makers and stay ahead of competition.

Fem: Dabur's flagship brand in the facial bleach category, Fem had been facing increased competition from discount players in the market. The brand countered the intensifying competition with the launch of new formats and lower price point packs to end the year with good growth and market share gains.

• Launched Fem Herbal at ` 20 price point to tap into entry level price point and new users
• Dabur expanded the Fem bleaches range with the launch of a Fruit Bleach variant.Fem continued to partner with influencers on social media to talk about benefits of bleaches and counter the myths around bleaching. During the COVID lockdown, it

also created special content for consumers about Skin Care and bleaching at home.

Dabur relaunched the entire Fem Hair Removal cream range. The brand also aired a new campaign featuring Bollywood actress Kriti Sanon.

OxyLife: The premium Skin Care brand from the House of Dabur, OxyLife continued to report strong growth in both the facial bleach and the Salon Care & Facial range. The OxyLife Salon business reported strong double-digit growth during the year.

Key Highlights for FY 2019-20:

• Dabur expanded the OxyLife Facial Kit range with the launch of two new products – Pro-radiance Kit and Pro-White Kit.
• The year 2019-20 marked OxyLife's entry into the male grooming market with the launch of OxyLife Men Hair Removal Cream. This dermatologicallytested premium product is enriched with OxySphere technology and contains natural ingredients like tea tree oil and menthol to provide smooth, clean and bright skin.

● Personal Hygiene is a new category for Dabur

In the wake of the Covid-19 pandemic, there has been a sharp rise in demand for hygiene products like hand sanitisers. According to a Nielsen report, the hand sanitiser segment in India witnessed a mammoth growth of 53% in February, as against 11% from November-January. Some industry estimates forecast that the personal hygiene market is expected to reach US\$15 Bn by 2023 in India.

Given the sudden surge in consumer need for such products, Dabur advanced the launch of its hand sanitizer by a couple of months and introduced it under the Dabur Sanitize brand in March 2020.

A range of alcohol-based Hand Sanitizers, that is highly effective in providing protection from disease-causing germs, was initially launched across all e-commerce platforms to ensure quick delivery to consumers. It is available in three fragrances – Regular, Lemon &

Given the sudden surge in consumer need for such products, Dabur advanced the launch of its hand sanitizer by a couple of months and introduced it under the Dabur Sanitize brand in March 2020.

Strawberry – and comes in five SKUs. In the following weeks, the Dabur Sanitize range was launched across all channels and markets.

● Home Care category reported 5.1% growth during YTD Feb'20 and 1.1% growth during the year.

The Home Care or Home Hygiene market in India is witnessing a strong expansion with consumers becoming more aware about the importance of hygiene within their living spaces.

The growing importance of healthier living spaces with rising concerns among individuals about hygiene and keeping homes free of germs, in the wake of the COVID spread, has led to a rise in demand for Home Hygiene products. In the new normal, hygiene and Germ-Kill are expected to be built into all brands in the Home Care space.

Dabur operates in the Home Care category with brands like Odonil, Sanifresh and Odomos. In the wake of the COVID-19 spread, the company expanded its offerings in the Home Care market with the launch of new Home Hygiene products like Air Sanitisers, Disinfectants, Floor Cleaners and Surface Cleaners.

Odonil: Dabur operates in the Air Freshener market with its brand Odonil, which underwent a complete identity overhaul during the year. As part of a range revamp strategy, Dabur has relaunched the brand Odonil with a new logo and contemporized look across various formats.

While Lavender, Citrus and Rose are the key fragrances that have a national appeal in the home air freshener category, the recent years have seen the younger generation embracing newer exotic fragrances and floral fusion (a mixture of scents). To cater to this emerging need, Dabur launched a Floral Bliss variant, which is a complex floral fragrance, and a Daffodil variant under the Odonil brand.

The formulation for its aerosol format was also changed from the existing wet/water-based formulation to a dry formulation.

• The Odonil franchise saw a design reboot during the year with a homogenized look across all formats

• Riding on the new launches and continued promotions on Digital media to target millennials, Odonil reported a strong gain in market share and emerged as the No. 2 player in the aerosol category.

• Odonil Zipper continued to surge ahead of the category, growing by over double the category growth rates.

• The year saw the launch of Odonil Smiley, the country's first fragrance card. The product was well received.
• Odonil won a Silver medal in 'Household Supplies and Services' category for its Zipper campaign – 'How Odonil found its way back into bathroom'. The Effies award was given for the new format of bathroom fragrance, which also turned the Bathroom time into a 'Me Time'.

Odomos: Dabur operates in the mosquito repellent category with the brand Odomos, a clinically proven mosquito repellent that offers the most effective protection from disease carrying mosquitoes. It is available in various forms like cream, lotion, gel, spray and fabric roll-on. The year saw Dabur undertake a packaging revamp for Odomos, which included a logo change by incorporating a protective shield around the letter 'O' to signify the better protection that Odomos offers against mosquitoes carrying deadly diseases like Dengue, Chikungunya, Malaria, Filaria and Encephalitis etc.

The brand rolled out initiatives to drive awareness about mosquito protection outside home with its tagline 'Odomos nahi pehna to ghar pe rehna'. Special digital campaigns were also launched to promote Odomos Spray this year.

Key Highlights for FY 2019-20:

• In a major initiative launched in schools this year, the brand appointed Odomos Captains in classes to spread the message about prevention of mosquito-borne diseases. Children were educated about stagnant water being a breeding ground for mosquitoes and the steps they can take to prevent mosquito breeding in their schools and neighborhood.

• A digital communication 'Kids Vs Mosquito Rap Battle' was launched by Odomos to promote Odomos spray. We used the rap battle music format to appeal to the brand's target group. This enabled us to put forth the message of 'Odomos nahi pehna to ghar pe rehna' in an entertaining way. The film garnered 10 million views on digital media. Extending this campaign further, the brand reached out to kids on Instagram and asked them to shoot their own videos with the Odomos Rap.

• A mega 'Making India Dengue Free' campaign was rolled out, under which Odomos reached out to over 10 lakh people across the country, educating them about prevention from mosquito bites and distributing free samples of Odomos mosquito repellant creams to protect themselves from dengue-causing mosquitoes during the Monsoon season.

• Odomos won two Effies bronze awards in 'Integrated advertising Campaign' and 'Products' categories for its 'Odomos nahi pehna to ghar pe rehna' campaign for making Odomos an essential part of school uniform that in-turn initiated a behavior change in the mosquito repellent category.

Sanifresh: Dabur markets toilet cleaning products under the brand Sanifresh. The company launched a 150ml pack of the brand targeting rural markets. This ` 20 pack, which will last for over a month in single toilet households, is being marketed as value pack in rural India where demand for branded toilet cleaning products is on the rise in the wake of the government's Swachh Bharat Mission.

The brand has joined hands with Ghaziabad Nagar Nigam for the Swacchta Sarvekshan under the Swachh Bharat Mission. As part of this programme, the brand has adopted Sulabh public toilets in Ghaziabad and is helping the government in regular maintenance of these toilets.

Home Hygiene Products: Healthy lifestyle habits are becoming a normal way of life in India now with consumers now cleaning and disinfecting high-contact surfaces inside their homes regularly to lower the risk of infection. This increasing awareness about hygiene and change in lifestyle is likely to positively impact the growth of the market in the years to come.

• Dabur entered this market with the launch of Air Sanitisers under the Odonil and Dabur Sanitize brands. Dabur pioneered the air sanitizer category in India with the launch of an air freshener with air sanitisation benefits to fight air-borne germs.
• Dabur also entered the all-surface disinfectant spray market with the launch of a Multi-Surface Sanitiser under the Dabur Sanitize and Dazzl brands.
• Another new launch in the category was the multipurpose Surface Cleaner liquid with germ-kill properties under the Dazzl brand.

• A floor cleaner that kills germs and viruses was introduced under the Dabur Sanitize and Dazzl brands. This product, with a unique Dirt Trap technology is available in four SKUS.
• Dabur launched a Glass Cleaner with germ kill benefit under the Dazzl brand.
• Sanifresh Toilet Seat Sanitizer has been launched in a dry formulation with a soothing fragrance.
• Dabur expanded the Odopic dish wash brand with the launch of Odopic Utensil Cleaner Liquid with Germ Kill properties.

Foods

Dabur's Foods business contributed 15.9% to Consumer Care sales in India. Dabur operates in this category with packaged Fruit Juices under Réal and Réal Activ brands, and Culinary Pastes and sauces under the Hommade brand. Although there was some pressure in Juice & Nectar category due to consumers shifting to lower-priced products, the company mitigated the pressure by launching a range of new products at attractive price points.

Réal and Réal Activ: Dabur had pioneered the packaged juices market in India over 23 years back with the launch of brand Réal. Over the years, Dabur has expanded this category with the launch of flavours and variants, including India's first fruit-veggie mix juices and juices with added fruit fiber. Dabur today has the largest range of packaged fruit juices in India with a range of more than 30 under the brands Real and Real Activ. In addition, Dabur has also introduced range of wellness juices under the brand Réal Wellnezz, besides tender Coconut Water under Réal Activ.

Despite the decline in the Juices & Nectar category, Dabur reported strong market share gains with the company capturing an all-time high market share of 61.5% in 2019-20.

During the year, Dabur continued to launch new variants of juices, including low-priced SKUS, and drive greater connect with consumer through the digital media for both packaged juices and culinary products.

Key Highlights for FY 2019-20:

Dabur introduced a ` 10 pack of fruit beverage under the Real Koolerz brand to tap the growing demand for low-priced products in the market. The introduction of this pack is helping capture the opportunity to expand the reach and distribution of our beverage products.

• Expanded the Real Masala range with the introduction of Mixed Fruit and Aam Panna variants.
• Real Fruit ORS was rolled out nationally
• Dabur signed stars Dia Mirza and Kriti Sanon as the new face for Réal and Réal Activ brands respectively. Special campaigns were launched with these celebrities to promote in-home consumption and Diwali Gift packs, which helped improve our Brand Health scores.
• Special campaigns were also launched to highlight the Vitamin C content in specific fruit juices e.g. Pomegranate to promote their Immunity building properties in the wake of the COVID outbreak.
• Launched Amla Juice and Giloy-Neem-Tulsi Juice for Immunity to cater to growing need for immunity building products

Hommade Culinary Pastes & Purees: Dabur Hommade's range includes culinary pastes like Ginger paste, Garlic paste, Ginger-Garlic paste and Tamarind paste, besides Tomato Puree, Lemoneez lime juice, Coconut Milk and Capsico chilli sauce. During the year, Dabur increased its digital footprint in the Foods category, particularly for Culinary pastes, to better reach out to younger consumers.

Key Highlights for FY 2019-20:

• Leveraged digital as a medium to target specific consumers group, particularly the young and working couples, who were seeking convenience in their daily cooking. Joined hands with 7 key influencers and celebrity chefs to launch recipe videos on digital and social media using various Hommade pastes. The campaigns together garnered over 60 million views.
• Similar campaigns were launched during the COVID lockdown period when consumers were seeking fresh and convenient recipes online.

International Business

The International Business contributed 28.2% to our Consolidated Revenues during 2019-20. Dabur today has a significant international footprint with manufacturing presence across eight countries and brand presence in over 100 countries across the globe.

The International Business covers Dabur's operations across Middle East, Africa, South Asia, USA and Europe. International Business registered a growth of 4.9% during FY 2019-20. Fig 5 presents the region-wise split of Dabur's International Business Revenue.

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Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	125

Fig 5: International Business-Revenue by Geography

Middle East

The MENA region is the largest contributor comprising 28.3% of Dabur's International Business. Over the years, the business has been built organically with Hair care and Oral Care emerging as key growth drivers. Skin Care is another key segment and we have also seeded Health Care and Foods categories.

During the year, the Company faced severe headwinds, particularly in the GCC markets on account of macroeconomic slowdown driven by declining oil prices, which impacted category growths. The Company took steps to mitigate the headwinds by improving the marketing mix and enhancing the value proposition to consumers, besides increasing spends on traditional media, digital and onground activations. This helped us improve market shares in most categories within Hair Care, Oral Care and Skin Care.

Hair Care: The Hair Care business in the International markets comprises Hair Oils, Shampoos, post-wash conditioners, Hair Creams, Hair Gels and Serums.

In the Hair Oil category, Dabur maintained its dominant position and continued to strengthen its nourishment proposition with existing consumers and recruiting new consumers through the new Dabur Amla Hair Oil communication 'As strong as Mother's love' and Vatika Hair Oil's OTM (Oil-Telling Machine) activation.

● The Dabur Amla campaign celebrated consumers' decades old trust in the brand by featuring three generations of bonding between mothers and daughters through oiling. The communication, emphasized on oiling as an important aspect of hair care regimen to maintain long, strong and beautiful hair.

● Inspired by Arab oiling habits, Vatika rolled out the first-ever OTM campaign, that enabled Arab consumers to create their own signature hair oil mix. The idea was based on an insight from Arab women who like to mix different oil ingredients to create their own special concoction. Vatika offered them an experience to customize their signature Hair Oil from natural ingredients like Cactus, Almond, Black Seed & Argan. The activation, combined with a pan-Arab Media driving Vatika's natural oil equity, led to market share gains.

Dabur also entered the niche but fast-growing Organic Coconut Oil category with the launch of USDA Organic certified Dabur Virgin Coconut Oil and maintained its leadership position in the Hair Oil category with 70% market share in KSA and 42% in UAE.

Recently, the company has launched Dabur Amla Hair Repair Solutions comprising Hair Growth Oil which helps in 3x improvement in hair growth rate and Hair Fall Control Oil which leads to 50% improvement in Hair Root Strength.

The company's move to extend the Dabur Amla Kids range to a younger TG continues to elicit positive response. Its strategic tie up with Disney saw the launch of limited-edition packs of Dabur Amla Kids and Frozen-II, which were highly popular with consumers. Dabur Amla Arabia channel on YouTube saw its subscriber base increase to 276,000 with 244 million views to date. The brand also received the Silver Award from YouTube.

Vatika Shampoo launched 'Farasha', a web-series that connects with young Arab women on addressing new societal challenges through slice of life capsules inside a hair salon. The activation, combined with pan-Arab TV Media support and enhanced value proposition for consumers, led to market share gains in Saudi Arabia and UAE. With the onset of COVID-19, the brand has recalibrated its response by focussing on In-Moment videos and increasing presence on Digital and E-Commerce.

An innovative Selfie Mirror activation was implemented for Vatika Hammam Zait where consumers would share their hair problems and the Mirror would suggest the most suitable Hammam Zait pack for their specific problems. The activation

Dabur also entered the niche but fastgrowing Organic Coconut Oil category with the launch of USDA Organic certified Dabur Virgin Coconut Oil and maintained its leadership position in the Hair Oil category with 70% market share in KSA and 42% in UAE.

was combined with an influencer campaign where we tied up with local Arab Influencers to educate on "How to Use Hamam Zait". These activities not only led to strong market share gains, but also helped the brand achieve leadership position in Saudi and maintain its leadership in UAE.

Through the Vatika Gel Extreme Challenges, Vatika hair Gel successfully communicated its strong hold properties to gel users. For the Sky Dive challenge, Vatika roped in a popular influencer in the region who jumps off the plane at 13,000 feet with wind speed of 270 KMPH. The Vatika styling gel hold was impeccable after the jump and proved that Vatika Hair Gel delivers on its promise. A Wing Walking challenge was also undertaken with a person standing on top of the plane with wind speeds going up to 300 KMPH. With this activation, Vatika became the only brand to deploy Wing Walking to demonstrate product superiority. These videos became big viral sensations, garnering over 18 million views, over 21 million impressions and over 300,000 actions in terms of Likes, Comments and Shares.

Vatika Hair Cream continued to maintain its leadership position in Saudi Arabia and UAE despite intense competitive pressures. Vatika Naturals Hair Food was launched in the GCC markets, the first Hair Food with 100% natural oils for women with extremely dry and damaged hair.

Oral Care: Dabur has a wide portfolio of herbal dental care under the brand Dabur Herbal Toothpaste. The portfolio achieved strong market share gains in the highly competitive Toothpaste category, largely driven by the #StrongTeethStrongAmbitions campaign which celebrated human spirit for space exploration and coincided with the 50th year of Man landing on Moon and the UAE's pioneering space program. The campaign was in-line with being a purpose driven brand which encourages youngsters to achieve their ambitions. The 360 degree campaign comprised disruptive in-store visibility with a 15-foot rocket in major Hypermarkets; strong support on pan-Arab and Asian media; On-pack promotion whereby winners got a chance to visit the Space Centre in USA; and amplification on Social Media through leading influencers in the region delivering 15 million impressions. This highly successful campaign is also a finalist at the prestigious Beautyworld Middle East Awards.

Contribution of African region to Dabur's International Business has steadily grown to reach 23.2%, with Egypt, Nigeria, South Africa and Kenya being the key markets.

Towards the end of the year, Dabur Herb'l Alpha Range was launched, which has elicited positive initial consumer response. The range comprises Activated Charcoal Toothpaste for Expert Whitening, Aloe Vera Gel Toothpaste, Olive Toothpaste for Expert Enamel Care and Blackseed Toothpaste.

Skin Care: Our flagship Skin Care brand DermoViva extended into the Hand Sanitizers category in the wake of the urgent need gap that emerged due to COVID-19. DermoViva Anti-Bacterial Hand Sanitizers were launched in two variants, Aloe Vera and Olive, providing the added benefits of natural ingredients to the otherwise only alcohol-based hand sanitization. Along with the range of sanitisers, the company has also launched sanitizing spray, santizing wipes and antibacterial soap.

In the Depilatory category, Fem tied with local female comedian and influencer Maya Acra to launch a series of videos to create conversations and bring lightheartedness to an otherwise serious category. The videos cumulatively garnered 11 million views. The market share of FEM in chemical depilatories in UAE also reported an increase.

Vatika was extended to the skin care category with the launch of Vatika Sanitizing Body Wash in two variants – Pine Oil & Olive and Tea Tree & Lemon Oil.

Foods: With its Réal brand, Dabur continued to work towards expanding its geographic presence in Packaged Juices & Nectar category. During the year, the Réal was expanded to 14 countries, up from 4 in the previous year.

Africa

Contribution of African region to Dabur's International Business has steadily grown to reach 23.2%, with Egypt, Nigeria, South Africa and Kenya being the key markets. During the year, the business in African markets delivered good growth. The Company was able to generate trials, improve saliency and consumer franchise across West Africa, East Africa and Southern African economic zones on account of stable supply of African Hair products, under the brand ORS. This product range is being manufactured at Dabur's manufacturing facilities in the region.

Nigeria: Dabur's Nigeria business covers Hair Care, Oral Care and Home Care products. A deep focus on market level visibility and grassroot activations helped Dabur mitigate the severe economic headwinds to report growth and maintain market share in the highly competitive toothpaste category. Dabur consolidated its multiple hub-and-spoke model under a national distribution arrangement, which has given us access to wide spectrum of sub-distributor network and shared direct-to-retail structure in top cities across Nigeria.

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The year saw Dabur introduce Low Unit Price (LUP) sachet packs of pre-measured, no-Lye Relaxer, which helped our ORS business attain a leadership position in the market. We also developed an engaging stylist-hair association program, which became extremely relevant during the economically tough times. The business launched a range of new products like Hair Texturizers, Hair Mayonnaise, Salon specific multipacks and Sanitizers.

South Africa: Following the acquisition of the Long & Lasting business based in South Africa, its manufacturing operations have been fully integrated with Dabur's in-house unit in Johannesburg. The portfolio has been extended into other SADC (South African Development Community) and COMESA (Common Market for Eastern and Southern Africa) markets like Tanzania, Zambia, Uganda and Ethiopia. Long & Lasting Naturals range has also been selectively launched through retail channels in South Africa.

Besides the core brand ORS, the added focus of the business was to tap into naturals styling amongst African women. To enable easy maintenance regimen, the Company has introduced two new offerings - Olive Oil Black Castor and Vatika Afro Naturals range. In addition, new markets within SADC construct have been added to the sales sourcing matrix.

Dabur now aims to further expand the product base in the region by introducing a range of products like mosquito repellents, hair oils, shampoo, conditioners, hand and body wash and toilet cleaners.

During the year, Dabur collaborated with National and Regional Hair Associations to drive saliency for its products across markets like Nigeria, Ghana, Ethiopia, Kenya, Tanzania, Zambia, Uganda and South Africa. These local insight-driven initiatives, leveraged with vernacular media, are expected to enhance business growth and expand our foothold across various markets in Sub-Saharan Africa.

Egypt: The year 2019-20 proved to be challenging in terms of the overall business environment. Demand remained stressed due to low purchasing power on account of higher consumer inflation. Despite the overall macro-economic headwinds, Dabur's Egypt business posted strong growth during the year.

In order to capture the consumer demand under the circumstances, targeted consumer promotions were given on Hair Oil, Hair Cream and Shampoo brands. The strategy bore results as Dabur inched up its market share across all key categories with all its leading brands witnessing good growth. Dabur consolidated its Hair Oils market volume share to touch a new high of 77.5% with strong growth in Vatika and Dabur Amla Hair Oil brands. Dabur's volume market share in the hair creams increased, riding on strong growth of its flagship brand Vatika. Vatika Hammam Zait also witnessed strong double-digit growth during the year to corner almost two-third of the market share and emerged as the single largest brand in the category. Vatika Shampoo posted strong double-digit growth in a highly competitive market, while Dabur further strengthened its foothold in the Oral Care category to be ranked the Number 4 toothpaste brand in the market.

South Asia

The South Asia business for Dabur covers key markets like Nepal, Bangladesh, Sri Lanka, Pakistan and Myanmar. This region accounts for 22.6% of total International business for Dabur.

Nepal: Dabur has a diversified portfolio in Nepal and is present across Juices, Health Supplements, Digestives, Hair Care, Oral Care, Home Care, Skin Care & Consumer Healthcare categories. In FY 2019-20, the Business was under stress largely on account of two major disruptions-Implementation of VCTS by the Government of Nepal in Q2 & CoVid-19 in Q4. The company however continued to gain market share in the highly salient and tracked categories. The company introduced new variants in its beverage portfolio to meet the evolving consumer tastes. The company launched Dabur Chatcola and Prostyle Cooling Hair Oil. It started local manufacturing of popular brands like Meswak Toothpaste & Honitus Cough Drops. The company continues to drive distribution expansion in rural across Nepal along with a special focus towards the emerging urban channels like Modern Trade & E-commerce.

Bangladesh: Dabur's Bangladesh business manufactures and markets wide range of consumer goods under segments like personal care, food, home care etc. with products like Tooth Paste, Hair Oil, shampoo, Digestive Tablets, Honey, etc. In FY 2019-20 Segments like Tooth paste, shampoo, homecare saw good growth. However due to Covid-19 the business came under pressure towards end of the year. The Company has plans to introduce new products in all categories and expand its rural reach.

Myanmar: In Myanmar the core portfolio of the company consists of oral care, skin care and home care. The business was on a high growth trajectory till Q3, however the Q4 performance was impacted on account of Covid 19. The company focussed on driving its business through range expansion and increasing distribution reach. Distribution expansion was carried out in the hinterland across both Upper & Lower Myanmar.

Europe

The European region contributed to 12.3% of International sales for Dabur. Turkey and UK are the two biggest markets for Dabur in this region.

Turkey: Dabur's business in Turkey registered a strong top line growth of 43.4% in constant currency terms.

Turkey continued to face economic headwinds in FY 2019- 20. The consumer confidence index was at a 10-year low and was trending at 54.9 in April 2020. This was compounded with high inflation (11%+ inflation rate), increasing unemployment (13%+ unemployment rate), liquidity issues due to high interest rates and decline in relevant FMCG categories.

Although these challenges remained in Turkey, Hobi Kozmetiks, Dabur's subsidiary in Turkey, stood the test with the help of consumer-focussed marketing initiatives and relaunched its Hobby Shampoos and Hair Styling range in the market. Hobi was also able to increase the listing of Shampoos and Hair Waxes to National Chains. During the period Hobby Shampoo market share increased from 1.5% to 2.7% and Hair Styling Share increased from 18% to 19%. In addition to consumer brands, Hobi also has a private lable business which was expanded with addition of new domestic as well as export customers.

America

In USA, Dabur operates in two broad segments, viz., Namaste business and the Indian Ethnic Business. The Namaste business caters to hair care needs of the African American community and is a leader in the relaxers and hairdress category. Although the overall relaxers category showed a decline, the market share of the Company rose to 29.7% from 27.5% on account of Company's consistent distribution focus on the value priced new growth kit. In the naturals segment, the Company's brand Curls Unleashed continued to perform well and entered the emerging temporary hair colour segment under the sub-brand ColorBlast. The company became the first major manufacturer to enter this emerging segment. We also received positive response from consumers for the newly launched Fix IT wig and weave collection. Here again, the company is one of early entrants in a segment that is projected to grow significantly.

Overall, the Namaste business reported considerable improvement in topline and bottomline, led by its increased sales of styling and new products and the realized cost efficiencies.

Sales & Distribution - India

Despite the economic headwinds and liquidity crunch in the marketplace, Dabur has been aggressively investing ahead of the curve to ramp up its distribution infrastructure, covering both urban and rural India. The year saw Dabur move ahead full steam on its plans to expand its rural footprint by enhancing its village network and creating special products to ride this network expansion. On the other hand, significant investments were made to drive up its direct reach in retail outlets, besides enhancing coverage of Chemist outlets. This distribution enhancement exercise helped Dabur during the COVID-imposed lockdown.

As part of this strategy, we have increased our village network to cover 52,298 villages, up from 44,068 villages in March 2019. This helped us drive our rural business strongly and mitigate the impact of the economic slowdown through most part of the year. This expansion also held good during the COVID-imposed lockdown as demand continued to pour in from rural India, making up for some of the losses from urban markets, where the lockdown was more severe.

We have increased our direct reach to 1.2 million outlets by the end of the 2019-20 financial year, adding 113,989 new outlets during the year.

In the urban markets, Dabur has been working towards driving growth with a special focus on emerging channels like e-commerce, Modern Trade and Cash & Carry, as these channels have shown signs of resilience during the slowdown. Modern Trade and e-commerce had been growing at a faster pace with urban and millennial consumers gravitating towards more premium offerings. To cater to this demand, we created special products for the e-commerce marketplace, which are more premium in nature. The first of the new e-commerce specific range was our Dabur Amla Kids Hair Care range. We have also been investing in higher consumer activations and promotion in Modern Trade outlets to drive demand.

The lockdown imposed post Covid brought the entire Sales system to a grinding halt in the initial days with movement restricted and consumers shying away from stepping outside their homes. The traditional Kirana stores became the preferred go-to point for consumers for their daily grocery needs during the lockdown. As they remained open during the lockdown period, these neighborhood Kirana stores gained prominence in the minds of consumers and emerged as the preferred contact point for consumers to fulfil their needs for daily essentials.

Dabur also deepened its engagement with these outlets in several ways. Dabur has joined forces with 11 other likeminded FMCG companies in India to support the Government in providing Indians a safe shopping experience in the wake of the COVID-19 outbreak. Under this joint initiative, called Suraksha Stores, we are working towards converting the neighborhood Kirana stores into sanitised retail outlets selling daily essentials, while adhering to safety norms such as social distancing and sanitisation. This would go a long way in controlling the spread of COVID-19 in India. The retail outlets have been mapped and linked to the Government's newly created mobile application, Aarogya Setu. Under this program, we have reached out to retail

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Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	129

We also created a special Mobile App for Retailers, through which they can place orders for Dabur products. These orders are then serviced either directly through our salesforce or through nearby stockists. Around 40,000 retail outlets were enrolled on the App.

stores across India, enrolled them under the program and provided online training on safe hygiene practices. In the second phase, we are supporting these outlets by providing them sanitsation kits which would be put outside the stores to be used by consumers. The staff at these stores are also being provided face masks, gloves and hand sanitisers for personal protection. In addition, these outlets are being trained to ensure that they maintain social distancing within and outside their outlets and display posters related to safe practices. This initiative is also being extended to cover the entire Supply Chain. Called Suraksha Circle, this would involve educating the Supply Chain partners and enabling them with the right tools to create a safe environment for all.

The initial days of the lockdown saw the distribution supply chain come to a grinding halt with most stockists and distributor downing shutters. We worked closely with the stockist partners to help them restart their businesses and even started supplying products to their homes. We also established direct connect with retail partners to ensure that they do not run out of stock and uninterrupted supplies are maintained.

During these unprecedented times, Dabur developed innovative solutions and leveraged technology to ensure uninterrupted supply of our essential products to retailers. In some cases where stockists were unable to operate, we commenced direct supplies to retail outlets. We also created a special Mobile App for Retailers, through which they can place orders for Dabur products. These orders are then serviced either directly through our salesforce or through nearby stockists. Around 40,000 retail outlets were enrolled on the App. other unique interventions include initiating retailer order-booking through WhatsApp wherein a dedicated WhatsApp number was shared with retailers on which orders can be sent as a text message. Further, we activated our Call Centre to receive orders directly from retailers, besides booking orders through tele-calling.

With the parlor channel being closed in view of the lockdown and social distancing guidelines issued by the government, we realigned our entire Parlor sales force to the service the General Trade and neighbourhood Kirana stores. With stockists unable to send vehicles due to the lockdown, we deployed third party delivery vehicles to send supplies. In some cases, our Salesforce even carried supplies in their personal vehicles to retail outlets and stockiest points.

As the lockdown intensified and disrupted the traditional Supply Chain network, we forged new linkages with food aggregators, online delivery service providers, hyperlocal apps and even newspaper vendors to ensure timely supplies of our products to retail shelves. We tied up with logistics firms Delhivery and Javis, besides engaging with Online Delivery Service Providers like Dunzo, and food aggregators like Swiggy and Zomato to deliver products to retail outlets and consumers. With newspaper services also disrupted, we engaged the newspaper hawkers across several cities to ensure timely delivery of products to Retail outlets early in the morning in order to meet the new curfew timings in these cities.

With the consumer need and enquiries for immunityboosting products and Ayurvedic medicines growing in the wake of the COVID outbreak, Dabur worked with retail outlets and Modern Trade stores to create special Immunity corners within these shops. Under our 'Immunity in Shop' program, we enhanced in-shop display and promotion of the Dabur Immunity Booster range. Special branded Immunity Vans were also deployed to showcase the range and generate sales. The Dabur Immunity booster products range was also placed in Dairy & Kirana Stores.

With the extended lockdown forcing many consumers to be home-bound, we also commenced a direct outreach program to reach consumer households with our range of Immunity booster products, hygiene products and daily essentials like fruit juices etc. Under this 'Immunity at your Doorsteps' program, our sales officials reached out to Resident Welfare Associations (RWAs) across the country and set up small sales counters in their locality or within housing societies, while strictly following the norms of social distancing and personal protection, to give households access to our range of immunity boosters like Dabur Chyawanprash, Giloy tablets, Giloy Churna and Immunity Kit. Similar initiatives were undertaken at community parks and petrol stations to directly reach out to consumers.

In some cases where consumers reached out to us on Social Media expressing their inability to move out of their houses during the lockdown to buy Ayurvedic medicines, our frontline salesforce went the extra mile and got the products delivered at their doorsteps.

Dabur also worked with B2C e-commerce chains by leveraging the 'essentials' portfolio. Special banners were created for digital media to spread awareness about the essential products in Dabur basket, including the range of immunity building products and hygiene products.

The E-commerce channel, which has been scaling up well for the Company, now contributed 2.4% to Sales as compared to 1.4% a year ago. This channel has been experiencing the fastest growth through most part of the year. While the channel faced some difficulties during the initial days of the lockdown, it bounced back soon and became the first channel for rolling out new products. Brands covering all categories like Health Supplements, Packaged Juices, Hair Oils, Oral care and Home Care, saw good traction on e-commerce platforms. Another first this year was the introduction of an e-commerce exclusive product range with the launch of Dabur Amla Kids Hair Care range. Going forward, we are now creating special SKUs and packs only for e-commerce platforms.

Dabur also continued to focus on IT-enablement as a major driver of enhancing productivity and field force efficiency. As part of this strategy, we undertook a major revamp of our Distributor Management System (DMS), besides moving forward with the Sales Force Automation program and better use of analytics and information in managing sales.

As part of the RISE initiative, we are now identifying regional opportunities to scale up distribution network and increase the reach of specific brands in their core markets. The regional insights from our sales teams are also being used to develop new products tailored for specific markets.

Digital Marketing & Media Strategy

With a growing number of consumers, particularly millennials and centennials, spending longer periods of time on their mobile screens and laptops, the media landscape in India is undergoing a major shift. There are also a growing number of consumers who now prefer to shop online for FMCG products.

According to recent research by Kantar IMRB, India's Internet users have reached about 627 million. Of this, 293 million active users reside in urban India and 200 million active users in rural India. The rural internet users are growing at a rate of 35% annually as against an urban user growth of 7%.

At Dabur, we have strengthened our Digital Marketing initiatives and have put in place annual partnerships and sponsorships with digital platforms to improve our brand presence. Special tie-ups are also being put in place with digital platforms and e-commerce chains to create virtual shelf display of Dabur products. This initiative, in fact, gained momentum during the COVID lockdown period, helping us better reach out to the specific target audience and improve top-of-mind awareness and recall by positioning your products contextually. Special Immunity and Hygiene counters were created on online platforms.

Our spends on digital and e-commerce have grown exponentially in the past year with brands creating special digital-only content. With videos emerging as one of the most consumed forms of content, we have been investing behind creating differentiated and disruptive campaigns across brands. Some of the most popular and widely shared videos created especially for digital media in 2019-20 include the PudinHara Nauchandi Mela video with an earthy catchy song #PudinHaraBanke; the #ChabaateyRahoIndia campaign by Dabur Red Paste and The Odomos #MosquitoRap song featuring kids. These special digital creatives helped us drive conversation among our consumers, build strong communities and develop a loyal consumer base.

We also effectively used Moment Marketing to drive relevance and conversation around our brands. Memes and special posts were developed around current new developments and public events to build a greater connect with the digitally savvy consumers. With News emerging as the most watched segment across media in the wake of the COVID outbreak, Dabur increased its brand presence on digital News channels and websites with specially created Banner ads and Contextual ads around specific brands like Dabur Chyawanprash, Dabur ImuDab, Dabur Giloy tablets, Real juices and Dabur Red Paste.

Digital media was also used to support brands like Dabur ImuDab immunity building syrup and Giloy ki Ghanvati tablets that are not heavily advertised on mainstream media. This strategy has helped improve visibility for these brands, particularly during the lockdown.

Influencer marketing is another key pillar of our digital strategy. Dabur has been effectively using influencers and celebrities to tap into their huge follower base and increase consumer awareness about our products. Dabur Honey rolled out a #StayFitFromHome campaign on social media, which saw its brand ambassador Jacqueline Fernandes posting about her fitness regime. Other brands in the Dabur portfolio like Vatika enriched Coconut Oil, OxyLife Bleach, Fem Bleach, Real Activ 100% Juice and Dabur Hommade too increased engagement with consumers on Social Media through Contests and Celebrity-led content on Instagram and YouTube.

Dabur Amla Hair Oil created a series of digital campaigns, especially during the lockdown period to build greater connect with consumer. Dabur Amla What Women Want show with Kareena Kapoor on you tube entered its second year and received a phenomenal response.

At Dabur, we have strengthened our Digital Marketing initiatives and have put in place annual partnerships and sponsorships with digital platforms to improve our brand presence.

Board & Management Reports Financial 130 Dabur India Limited Annual Report 2019-20 Statements 131

Retail Business – NewU

Dabur operates in the specialized beauty retail business with its wholly owned subsidiary, H&B Stores Ltd. This is a chain of beauty retail stores under the brand 'NewU', offering a wide range of beauty care products covering cosmetics, fragrances, skin care, personal care and beauty and fashion accessories.

NewU is today amongst the largest one-stop-shop for all beauty care needs with a range of domestic and exclusive international brands available at its stores. At the end of fiscal 2019-20, NewU's retail footprint stood at 111 stores across 39 cities and has enabled E-Commerce on newu.in and increased presence on other marketplaces.

The year saw NewU enhance its portfolio of exclusive brands at its stores with the launch of various product range under the brand Jaquline USA such as Matte Lipstick, Eye Shadow, Makeup remover, Liquid Eyeliner, Nail Polish remover etc. Going forward, the company plans to expand the Jaquline USA range to cover a host of beauty, make-up & skin care categories. The company is also planning to introduce other brands in Hygiene, Personal Care, Skin care and Fragrance.

Operations

Dabur products touch millions of lives. Our products are tailored to meet the diverse needs and aspirations of our consumers across the globe. We put a lot of emphasis on enhancing our manufacturing capability to ensure that our Supply Chain conforms to the highest standards of quality. Our manufacturing footprint today covers four continents.

Domestic Manufacturing

Dabur's manufacturing operations cover 12 locations in India: Baddi (Himachal Pradesh), Pantnagar (Uttarakhand), Sahibabad (Uttar Pradesh), Tezpur (Assam), Jammu (Jammu & Kashmir), Katni, Pithampur (both in Madhya Pradesh), Silvassa (Gujarat), Narendrapur (West Bengal), Nashik (Maharashtra), Alwar and Newai (both in Rajasthan). More details on our manufacturing operations are presented in Manufactured Capital section of the Annual Report.

Overseas Manufacturing

Dabur has been following localized supply Chain policy in the overseas markets, having established manufacturing bases across the globe to develop and manufacture a range of products catering to the tastes and needs of the local populace. Our overseas manufacturing facilities are located in UAE, Nigeria, Egypt, Turkey, South Africa, Nepal, Bangladesh, Sri Lanka and Pakistan.

UAE: In UAE, Dabur manufacturing unit is located in Ras Al Khaimah (RAK). The unit produces a wide range of hair care, oral care and skin care products. With a capacity of over 57,000 MT / 9 million cases of finished goods annually, the RAK unit caters to more than 70 countries. Aligned to the latest trends, RAK unit has taken the first step towards creating a digital "Industry 4.0" factory, by implementing "Manufacturing Execution System (MES)". This is in line with Dabur's vision of creating smarter and leaner operations. During the year, the plant continued its Kaizens for automation, energy savings and cycle time optimization.

Turkey: Hobi Kozmetik factory, located near Istanbul, is a manufacturing source for Turkey as well as exports to Africa, Middle East and USA. Manufacturing capacity is 55,000 MT per annum of liquid soaps, shampoos, conditioners, hair care and skin care products. During the year factory continued investments on modernization and automation of production lines to improve productivity, GMP and safety. Besides ISO 9001(QMS), ISO 22716(GMP) and ISO 45001(OH&S), this year the factory obtained ISO 14001(EMS) certification also.

Egypt: The manufacturing facility is located at Cairo, where it produces hair oils, styling creams, hair gels, shampoo & conditioners, henna hair colors, hair removing creams, toothpastes & ORS Kits. The plant annual capacity increased from 25,000MT to 27,000MT through investment in Tooth paste and Hammam cream manufacturing capacity. Using LEAN, TPM & CFT initiatives plant has optimized Cycle times, improved utilization and reduced wastages. Exports to COMESA and neighborhood markets of MENA such as Palestine, Lebanon, Libya, Jordan, grew in double digits.

Nigeria: Dabur Nigeria factory, located at Lagos, is engaged in manufacturing of Oral and personal care products like toothpaste, hair cream, shampoo/conditioner, hair gels/ foods, hand sanitizers and Home care products. Hair care category manufacturing enhanced by batch size increase, reduced wastages and increased OEE through kaizens & TPM initiatives. Various new products added including ORS Texturizer and Hair Mayonnaise.

Nepal

Dabur, in Nepal has a manufacturing plant at Birganj. The plant manufactures products in various segments such as fruit juices, hair care, oral care and skin care.

Bangladesh

The manufacturing facility is located at Dhamrai in Bangladesh. The products manufactured here includes hair care, oral care, digestives and honey.

Sri Lanka

Dabur's manufacturing plant in Sri Lanka is located at Kotedeniya. The plant manufactures fruit juices.

South Africa:

In South Africa, Dabur's manufacturing plant is located in Johannesburg. The Plant produces Relaxer Kits, Lotions, Financial 132 Dabur India Limited Annual Report 2019-20 Statements 133

Shampoos, Conditioners and a variety of styling products. Annual production is over 900 MT / 265,000 cases. Various initiatives for batch cycle time reduction, packing capacity enhancement, and procurement of automated machines helped in Productivity increase and cost control. Major Safety improvement projects were also executed during the year.

Human Resource

Dabur, from its formative years, has recognized the importance of Human Capital to the success of its business. Our founder's vision of 'Health and Well-Being for every household' furthers this thought, which today reflects in our work culture and people strategy. While we continue to explore new horizons and meet increasingly competitive milestones in our growth journey, the real enabler is our increasingly young, vibrant, multi-cultural and diverse employee base.

Today, Dabur's globally dispersed workforce helps bring the world of Health and Well-Being closer to our consumers through a plethora of relevant product offerings. The Organization, on its part, latish ensures that our employees stay passionate to our Vision and Values, well equipped with relevant knowledge to cope with the business challenges and remain motivated to achieve tougher targets in a competitive landscape. More details of the initiatives on HR are provided in Human Capital section of the Annual Report.

Financial Review

During fiscal 2019-20, the company recorded Consolidated Revenue from Operations of 8,703.6 crore, compared to 8.533.1 crore in fiscal 2018-19. In the nine months ended 31st December 2019, the growth in consolidated revenue from operations was 6.8%. The business was impacted in the last quarter of the year due to Covid-19 and the consequent lockdown which led to significant loss of sales in the second half of March '20.

Material cost in fiscal 2019-20 decreased by 40 bps primarily on account of material deflation. The advertisement and publicity expenditure for the year stood at 7.5% as against 7.1% in the previous year. Employee cost was steady at 10.9% of revenue from operations. Other expenses were also steady at 11.0% of revenue from operations.

The company's operating profit grew by 3.0% to reach 1,792.4 crore. The operating margins continue to remain healthy at 20.6% as against 20.4% in the previous year. Profit After Tax (PAT) was 1,445 crore in fiscal 2019-20. Excluding the exceptional items in fiscal 2019-20 and fiscal 2018-19, growth in PAT was 5.8%. Diluted EPS for fiscal 2019-20 was at ` 8.15. Table 1 provides a summary of the consolidated income statement.

All figures are in ` crores, unless otherwise stated	FY2019-20	FY2018-19	Growth % (Y-o-Y)
Net Sales	8,622.9	8,437.3	2.2%
Other Operating Income*	80.7	95.8	(15.7%)
Revenue from operations	8,703.6	8,533.1	2.0%
Material Cost	4,360.2	4,309.0	1.2%
% of Revenue from Operations	50.1%	50.5%
Employee expense	947.7	937.9	1.0%
% of Revenue from Operations	10.9%	11.0%
Advertisement and publicity	650.0	608.3	6.8%
% of Revenue from Operations	7.5%	7.1%
Other Expenses	953.2	938.2	1.6%
% of Revenue from Operations	11.0%	11.0%
Operating Profit	1,792.4	1,739.6	3.0%
% of Revenue from Operations	20.6%	20.4%
Other Non-Operating Income	305.2	296.2	3.1%
EBITDA	2,097.6	2,035.8	3.0%
% of Revenue from Operations	24.1%	23.9%
Finance Costs	49.5	59.6	(16.8%)
Depreciation & Amortization	220.5	176.9	24.6%
Profit Before Tax (PBT)	1,827.7	1,799.3	1.6%
Share of profit / (loss) of joint venture	(0.0)	1.0	n.m.
Exceptional item(s)	100.0	75.3	32.7%
Tax Expenses	279.7	278.6	0.4%
Minority Interest – Profit/ (Loss)	3.0	3.9	(24.5%)
PAT (After Minority Int.)	1,445.0	1,442.4	0.2%
% of Revenue from Operations	16.6%	16.9%

Table 1: Consolidated Income Statement Summary

*Includes Area Based Benefit received in lieu of excise duty exemption

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Dabur India Limited	Annual Report 2019-20	Overview	Management Reports	Statements	133

Table 2: Working Capital

As Days of Sales	FY2019-20	FY2018-19
Inventories	57.9	55.6
Receivables	33.9	35.7
Payables	62.1	62.3
Working Capital	29.7	29.0

As shown in Table 2, Working capital employed in the business remained steady at 29.7 days during the year. There was a slight increase in Inventories from 55.6 days to 57.9 days and reduction in Trade Receivables from 35.7 days to 33.9 days. Trade Payables were steady at 62.1 days.

Table 3: ROIC and Return on Net Worth

As Days of Sales	FY2019-20	FY2018-19
ROIC	43.5%	48.3%
Return on Net Worth	21.8%	25.5%

ROIC and Return on Net Worth decreased on account of the investment base increasing at a faster pace compared to the profits during the year.

Table 4: Cash and Debt Position

In ` crore	FY2019-20	FY2018-19
Debt	335	699
Cash & Cash Equivalents	4,137	3,752
Net Cash	3,802	3,053

The business generated Net Cash flow from Operations of 1,613 crore in fiscal 2019-20. Capital Expenditure of 377 crore was incurred during the year which includes the expenditure on domestic as well as overseas manufacturing facilities. The net cash available with the company as on 31st March 2020 was 3,802 crore and the total debt amounted to 335 crore. Table 4 reflects the cash and debt position of the company.

In fiscal 2019-20, the company declared annual dividend of 3.0 per share. Total dividend payout during the year including dividend tax for the year was 580.98 crore which takes the dividend payout ratio to 40.2%.

Outlook

FY 2019-20 started on a strong footing with double digit growth in the first quarter but the slowdown in key categories through the year impacted full year growths. This was further exacerbated by the lockdown imposed by the government in the second half of March 2020 to curtail the spread of Covid-19.

At this point of time, we see the FY 2020-21 revenue and profitability being impacted on account of weak first quarter due to the continued lockdowns in the first two months of the current fiscal. The company is seeing signs of recovery emerging in the month of June, but the situation is too volatile and dynamic at this point of time to be able to extrapolate the full year.

The outlook for inflation is benign and the company aims to reinvest any savings in gross margin behind brand building initiatives.

Internal Control Systems and Their Adequacy

Please refer to the Director's Report.

Risks & Concerns

Please refer to the Risk Management section of the Integrated Report for more details.

Strategy & Resource Allocation

Please refer to Dabur's Strategy section of the Integrated Report for more details.

Stakeholder Relationships

Details of our Stakeholder Engagement initiatives have been provided in the earlier sections of the Integrated Report.

Report on Corporate Governance

Corporate Governance refers to the systems of rules, practices and processes by which companies are governed. Corporate Governance essentially involves balancing the interests of various stakeholders of the Company, such as shareholders, Senior Management Executives, customers, suppliers, financiers, the Government, and the community. Since Corporate Governance also provides the framework for attaining a Company's objectives, it encompasses practically every sphere of Management, from action plans and internal controls to performance measurement and corporate disclosure. Corporate Governance encourages a trustworthy, moral, as well as ethical environment. For ensuring sound Corporate Governance practices, the Government of India has put in place a framework based on the stipulations contained under the Companies Act, Securities and Exchange Board of India (SEBI) Regulations, Accounting Standards, Secretarial Standards, etc. Today's market-oriented economy and globalization drive the demand for a high quality of Governance practices.

Dabur has worked diligently to integrate ethical analysis into defining its corporate culture with an aim to social responsibility and return. Besides complying with the legal framework of Corporate Governance practices, Dabur has voluntarily adopted and evolved various practices of Governance conforming to highest ethical and responsible standards of business, globally benchmarked. Certain recommendation of the SEBI constituted Kotak Committee were adopted by the Company even before they were mandated. Recently the Company has also formulated a Policy on Group Governance to monitor Governance of its unlisted subsidiaries across the globe. During the FY18-19, the Institute of Company Secretaries of India (ICSI) had awarded Dabur with Best Governed Company by ICSI at its 18th National Awards for Excellence in Corporate Governance, for 2018. This was third year in a row and 5th overall that Dabur has been presented this award by ICSI.

This chapter on Corporate Governance, along with the chapters on Integrating Reporting and Management Discussion & Analysis and Additional Shareholders Information, reports, inter-alia, Dabur's compliance of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 (hereinafter referred to as `Listing Regulations) highlighting its additional initiatives in line with international best practices.

CORPORATE GOVERNANCE PHILOSOPHY

Good Governance practices forms part of business strategy at Dabur. The Company is committed to focus on long term value creation and protecting stakeholdersinterests by applying proper care, skill and diligence to business decisions. The Company has established systems, procedures and policies to ensure that its Board of Directors is well informed and well equipped to discharge its overall responsibilities and provide the Management with the strategic direction catering to exigency of long term shareholders value. Payoffs from strong Governance practices have been in the sphere of valuations, stakeholders confidence, market capitalization, uninterrupted dividend payments and high credit ratings in positive context apart from obtaining of awards from appropriate authorities for its brands, stocks, environmental protection, etc.

BOARD OF DIRECTORS

Composition of the Board

As on March 31, 2020, Dabur's Board consists of 13 members. Besides the Chairman, a Non-Executive Promoter Director, the Board comprises of three Non-Executive Promoter Directors, two Executive Directors and seven Non-Executive Independent Directors (including one Woman Independent Director). The profile of Directors can be found at our website at www.dabur.com. The composition of the Board is in conformity with the Companies Act, 2013 and Listing Regulations enjoining specified combination of Executive and Non-Executive Directors with at least one Women Independent Director and not less than fifty per cent of the Board comprising of Independent Directors as laid down for a Board chaired by Non-Executive Promoter Director.

Classification of the Board:

Category	Number of	% to total number
	Directors	of Directors
Executive Directors	2	15
Non-Executive Independent	7	54
Directors (including Woman
Director)
Other Non-Executive Directors	4	31
Total	13	100

Number of Board Meetings

Minimum four prescheduled Board meetings are held every year (one meeting in every calendar quarter). Additional meetings are held to address specific needs of the Company. In case of any exigency/ emergency, resolutions are also passed by circulation. During the financial year 2019-20 the Board of Directors met five times on- 12/ 04/ 2019, 02/ 05/ 2019, 19/ 07/ 2019, 05/ 11/ 2019 and 30/ 01/ 2020. The maximum gap between any two consecutive meetings was less than one hundred and twenty days, as stipulated under the Companies Act, 2013, Regulation 17 of the Listing Regulations and Secretarial Standards.

Details of Directors Attendance, shareholding and other Directorships/ Committee memberships

Necessary quorum was present in all the Board meetings. Further, as mandated by Regulation 26 of the Listing Regulations, none of the Directors is a member of more than ten Board level Committees (considering only Audit Committee and Stakeholders' Relationship Committee) or Chairman of more than five Committees across all

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Annual Report 2019-20	Overview	Management Reports	Statements	135

public limited companies (listed or unlisted) in which he/ she is a Director. No Director of the Company serves as Director in more than seven listed companies, as Independent Director in more than seven listed companies and in case he/ she is serving as a Whole-Time Director in any listed Company, does not hold the position of Independent Director in more than three listed companies. Further all Directors have informed about their Directorships, Committee Memberships/ Chairmanships including any changes in their positions. None of the Directors of the Company are related inter-se, in terms of Section 2(77) of the Companies Act, 2013, including Rules thereunder. The Company has not issued any convertible instruments, hence, disclosure in this respect is not applicable. Relevant details of the Board of Directors as on March 31, 2020 are given below:

Name of the Director	Category#	Attendance Particulars				No. of other Directorships and Committee Memberships/ Chairmanships held*	Share holding in the Company
			Number of Board Meetings	Last AGM held on 30.08.2019	Other Directorships	Committee Memberships	Committee Chairmanships	(equity shares of E1/ - each)
			Held Attended
& Mr. Amit Burman	Chairman/ PD/ NED	5	5	Yes	2	1	0	0
@Dr. Anand Chand Burman	Chairman/ PD/ NED	3	3	NA	NA	NA	NA	NA
Mr. Mohit Burman	Vice Chairman/ PD/ NED	5	5	Yes	4	2	0	30,000
Mr. Saket Burman	PD/ NED	5	5	Yes	0	0	0	3,00,000
\$Mr. Aditya Burman	PD/ NED	2	2	Yes	1	0	0	0
Mr. P. D. Narang	ED	5	5	Yes	2	2	1	39,49,400
Mr. Mohit Malhotra	ED	5	5	Yes	1	1	0	9,64,613
@Mr. Sunil Duggal	ED	3	3	NA	NA	NA	NA	NA
Mr. P. N. Vijay	ID	5	5	Yes	2	0	2	0
Mr. R. C. Bhargava	ID	5	4	Yes	2	0	2	3,090
Dr. S. Narayan	ID	5	5	No	4	1	1	0
Dr. Ajay Dua	ID	5	5	Yes	1	1	0	0
Mr. Sanjay Kumar Bhattacharyya	ID	5	5	Yes	5	2	2	0
Mrs. Falguni Sanjay Nayar	ID	5	4	No	4	1	1	0
Mr. Ajit Mohan Sharan ID		5	5	Yes	2	0	0	0

PD – Promoter Director; NED – Non-Executive Director; ID – Non-Executive Independent Director; ED – Executive Director

* 1. Excluding private limited Companies, foreign Companies and Companies under Section 8 of the Companies Act, 2013.

1. Only two Committees viz. Audit Committee and Stakeholders' Relationship Committee are considered.

& Appointed as Chairman, post Board Meeting on 19th July, 2019

\$ Appointed post Board meeting on 19.07.2019

@ Stepped down post Board meeting on 19.07.2019

Details of other Board Directorships are separately mentioned in Annexure 1 to this report.

Independent Directors

The Independent Directors have confirmed that they meet the criteria of independence laid down under the Companies Act, 2013 and Regulation 16 (1) (b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

Maximum Tenure of Independent Directors

In accordance with Section 149(11) of the Companies Act, 2013, the Independent Directors-Mr. P N Vijay, Mr. R C Bhargava, Dr. S. Narayan, Dr. Ajay Dua and Mr. Sanjay Kumar Bhattacharyya hold office for a second term of 5 consecutive years w.e.f. 22.07.2019, Mrs. Falguni Sanjay Nayar, holds office for a second term of 5 consecutive years w.e.f. 28.07.2019 and Mr. Ajit Mohan Sharan holds office for first term of 5 consecutive years w.e.f. 31.01.2019.

Terms and conditions of appointment of Independent Directors

The terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company- www.dabur.com.

Separate Meeting of Independent Directors

The meeting of Independent Directors of the Company which was scheduled to be held on 27.03.2020 could not be held due

Financial 136 Dabur India Limited Annual Report 2019-20 Statements 137

to the unprecedented lockdown due to Covid 19 pandemic. As per General Circular No. 11/ 2020 dated 24/ 3/ 2020 issued by the Ministry of Corporate Affairs, for the FY 2019-20 if the Independent Directors have not been able to hold such a meeting, the same shall not be viewed as a violation.

Familiarization Program for Independent Directors

The Company conducts Familiarization Programme for the Independent Directors to enable them to familiarize with the Company, its Management and its operations so as to gain a clear understanding of their roles, rights and responsibilities for the purpose of contributing significantly towards the growth of the Company. They are given full opportunity to interact with senior Management personnel and are provided with all the documents required and/ or sought by them to have a good understanding of the Company, its business model and various operations and the industry of which it is a part.

The initiatives undertaken by the Company in this respect has been disclosed on the website of the Company at www.dabur.com and the web link thereto is http:/ / www.dabur.com/ img/ assets/ 4-familiarization-programme-for-independent-Directors.pdf.

Directors and Officers insurance

The Company had undertaken Directors and Officers insurance ('D and O insurance') for all its Directors, including Independent Directors, for a quantum and risks as determined by the Board of Directors of the Company.

Performance Evaluation of the Board, its Committees and Individual Directors, including Independent Directors

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the process, format, attributes and criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

Evaluation of the Board and its Committees is based on various aspects of their functioning, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the meetings, processes followed at the meeting, Boards focus, regulatory compliances and Corporate Governance, etc., are in place. Similarly, for evaluation of individual Director's performance, various parameters like Directors profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and Governance, etc. are considered.

Further, the performance of Chairman, Executive Directors and Independent Directors are evaluated on certain additional parameters depending upon their roles and responsibilities. For the Chairman the criteria includes leadership, relationship with stakeholders etc., for the Executive Directors the criteria includes execution of business plans, risk Management, achievement of business targets, development of plans and policies aligned to the vision and mission of the Company, etc. Similarly, criteria for evaluation of Independent Directors include effective deployment of knowledge and expertise, commitment to his/ her role towards the Company and various stakeholders, willingness to devote time and efforts towards his/ her role, high ethical standards, adherence to applicable codes and policies, effective participation and application of objective independent judgement during meetings, etc.

Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out for the financial year 2019-20 by the Board by way of oral evaluation through personal interaction. This included performance evaluation of all the Independent Directors by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it determines whether to extend or continue their term of appointment, whenever their respective term expires.

The Independent Directors however could not hold their meeting during the financial year 2019-20 due to the Covid 19 pandemic.

The Directors expressed their satisfaction with the evaluation process.

Information Supplied to the Board

The Board has complete access to all information with the Company. All Board meetings are governed by a structured agenda which is backed by comprehensive background information. Since the year 2011-12, as a part of green initiative, the Company is holding and convening all its Board and Committee meetings on I-pad, in paperless form. All agenda papers are uploaded in a web based programme for information, perusal and comments, etc. of the Board/ Committee members. Video conferencing facility is provided to facilitate Directors to participate in the meetings.

The information pertaining to mandatory items as specified in the Listing Regulations, Companies Act, 2013 and other applicable laws, along with other business issues, is regularly provided to the Board, as part of the agenda papers at least 2 weeks in advance of the Board meetings (except for certain unpublished price sensitive information which is circulated at a shorter notice).

Post Meeting follow up system: The Company has an effective post Board meeting follow up procedure. Action taken report on the decisions taken in a meeting is placed at the immediately succeeding meeting for information of the Board.

The Board has established procedures to periodically review compliance report pertaining to all laws applicable to the Company as well as steps taken by the Company to rectify instances of noncompliance, if any.

Succession Plan: The Board of Directors has satisfied itself that plans are in place for orderly succession for appointment to the Board of Directors and Senior Management.

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Dabur India Limited	Annual Report 2019-20	Overview	Management Reports	Statements	137

Roles and Responsibilities of Board Members

Dabur has laid down a clear policy defining the structure and role of Board members. The policy of the Company is to have a Non-Executive Chairman – presently Mr. Amit Burman, a Chief Executive Officer (CEO) – Mr. Mohit Malhotra, and an optimum combination of Executive and Non-Executive Promoter/ Independent Directors. The duties of Board members as a Director have been enumerated in Listing Regulations, Section 166 of the Companies Act, 2013 and Schedule IV of the said Act, the last being Independent Directors specific. There is a clear demarcation of responsibility and authority amongst the Board Members.

• z The Chairman: His primary role is to provide leadership to the Board in achieving goals of the Company in accordance with the charter approved by the Board. He is responsible for transforming the Company into a world-class organization that is dedicated to the well-being of each and every household, not only within India but across the globe, apart from leaving a fortunate legacy to posterity. Also, as the Chairman of the Board he is responsible for all the Board matters. He is responsible, inter-alia, for the working of the Board and for ensuring that all relevant issues are placed before the Board and that all Directors are encouraged to provide their expert guidance on the relevant issues raised in the meetings of the Board. He is also responsible for formulating the corporate strategy along with other members of the Board of Directors. His role, inter alia, includes:
• Provide leadership to the Board & preside over all Board & General Meetings.
• Achieve goals in accordance with Company`s overall vision.
• Ensure that Board decisions are aligned with Company`s strategic policy.
• Oversee and evaluate the overall performance of Board and its members.
• Ensure to place all relevant matters before the Board and encourage healthy participation by all Directors to enable them to provide their expert guidance.
• Monitor the core management team.
• z The CEO and Executive Directors are responsible for implementation of corporate strategy, brand equity planning, external contacts and other management matters which are approved by the Board. They are also responsible for achieving the annual and long term business plans. Their role, inter alia, includes:

• Crafting of vision and business strategies of the Company.

• Clear understanding and accomplishment of Board set goals.

• Responsible for overall performance of the Company in terms of revenues & profits and goodwill.
• Acts as a link between Board and Management.
• Ensure compliance with statutory provisions under multiple regulatory enactments.
• z Non-Executive Directors (including Independent Directors) plays a critical role in balancing the functioning of the Board by providing independent judgements on various issues raised in the Board meetings like formulation of business strategies, monitoring of performances, etc. Their role, inter alia, includes:
• Impart balance to the Board by providing independent judgement.
• Provide feedback on Company`s strategy and performance.
• Provide effective feedback and recommendations for further improvements.

Board Membership Criteria

The Nomination and Remuneration Committee in consultation with Directors/ others determine the appropriate characteristics, skills and experience for the Board as a whole, as well as its individual members. The selection of Board members is based on recommendations of the Nomination and Remuneration Committee.

The skill profile of Independent Board Members is driven by the key performance indicators defined by the Board, broadly based on:

• z Independent Corporate Governance
• z Guiding strategy and enhancing shareholders' value
• z Monitoring performance, Management development & compensation
• z Control & compliance

The constitution of the Board is as follows:

• z A Promoter Non-Executive Chairman
• z Three Promoter Family Members
• z Two Executive Members
• z Seven Non-Executive Independent Directors (including a Woman Director)

The matrix below highlights the skills and expertise required from individuals for the office of Directors of the Company. These skills and expertise are currently available with the Board of the Company which has been mapped below.

Key Skill Area	Essential	Desirable
			Amit Burman	Mohit Burman	Saket Burman	Aditya Burman	P D Narang	Mohit Malhotra	P N Vijay	R C Bhargava	S Narayan	Ajay Dua	S K Bhattacharya	Falguni S Nayar	Ajit Mohan Sharan
Strategy/ Business	2-3 years experience as a CEO, preferably of	FMCG experience	Y	Y	Y	Y	Y	Y	Y	Y		Y	Y	Y	Y
Leadership	an MNC in India
Corporate Strategy	Consultant/ Academician with experience in	Basic understanding	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y
Consultant	FMCG Industry and business strategy	of Finance
Sales and Marketing	At least 10 years experience in sales and	Experience with FMCG	Y					Y	Y	Y			Y	Y
Experience	marketing	or other consumer
	Good understanding of commercial processes	products	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y
	2-3 years as head of sales or marketing		Y					Y		Y				Y
Corporate law	Expert knowledge of Corporate Law	Experience in trade/					Y		Y	Y	Y	Y	Y	Y
		consumer related laws
Finance	At least 5 years as a CFO or as head of a	FMCG experience					Y		Y					Y
	merchant banking operation
Trade Policy &	Expert Knowledge of Trade & Economic	FMCG experience					Y	Y	Y	Y	Y	Y	Y	Y	Y
Economics	Policies
Administration &	Retired Bureaucrat	Basic understanding of								Y	Y	Y			Y
Government Relations		Finance and Business
Ayurvedic Specialist	Ayurvedic doctor with a minimum of 20 years	Basic understanding of
	experience as a practitioner/ researcher	Finance and Business

Expertise for Directors could also be based on the Company's priority at a particular time viz:

• z Knowledge of export markets that Dabur is focusing on,
• z Expertise in commodity procurement.

Remuneration paid to Directors -

Details of remuneration paid to Directors for the financial year 2019-20 is as under:

Name of the Director	Sitting Fees	Salary &	Performance	Retiral	#Commission	Total
		Perquisites	linked incentive	Benefits
Amit Burman	0	0	0	0	0	0
Mohit Burman	0	0	0	0	0	0
Saket Burman	0	0	0	0	0	0
Aditya Burman	0	0	0	0	0	0
P. D. Narang	0	8,01,56,345	1,50,50,000	1,33,13,375	0	10,85,19,720
*Sunil Duggal	1,00,000	96,95,363	27,19,672	13,98,227	0	1,39,13,262
Mohit Malhotra	0	5,04,58,558	1,24,00,000	33,31,675	0	6,61,90,233
P. N. Vijay	13,40,000	0	0	0	13,40,000	26,80,000
R. C. Bhargava	8,00,000	0	0	0	8,00,000	16,00,000
S. Narayan (Dr.)	10,80,000	0	0	0	10,80,000	21,60,000
Ajay Dua (Dr.)	12,40,000	0	0	0	12,40,000	24,80,000
Sanjay Kr Bhattacharyya	10,80,000	0	0	0	10,80,000	21,60,000
Falguni Sanjay Nayar (Mrs.)	4,00,000	0	0	0	4,00,000	8,00,000
Ajit Mohan Sharan	9,00,000	0	0	0	9,00,000	18,00,000
Total	69,40,000	14,03,10,266	3,01,69,672	1,80,43,277	68,40,000	20,23,03,215

* Details of remuneration pertains to period upto the date he continued as whole time Director.

#Commission for FY 2019-20 will be paid after the adoption of Annual Accounts at the AGM to be held on 3.9.2020.

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Dabur India Limited	Annual Report 2019-20	Overview	Management Reports	Statements	139

Performance linked incentives are payable to Executive Directors as employees of the Company as per Company policy.

Mr. P D Narang and Mr. Mohit Malhotra are holding the office of whole time Directors of the Company for a period of five years w.e.f. 1.4.2018 and 31.1.2019, respectively, based on approval of shareholders. Mr. Sunil Duggal had resigned from Executive position w.e.f. 16.05.2019 and from the position of Director post Board Meeting held on 19.7.2019.

During the Financial Year 2019-20, the Company did not advance any loan to any of its Directors.

During the Financial Year 2019-20, 1,05,000 stock options were granted to Mr. Mohit Malhotra. 1,10,400 stock options were exercised by Mr. P D Narang, 4,23,185 stock options were exercised by Mr. Sunil Duggal (during his tenure in the Company) and 28,750 stock options were exercised by Mr. Mohit Malhotra. Further 4,60,015 stock options earlier granted to Mr. Sunil Duggal were forfeited.

Pursuant to the approval accorded by shareholders certain Directors are entitled to post separation fee on cessation of their employment and Directorship with the Company as per their terms and conditions of appointment.

The notice period for the two Executive Directors, namely Mr. P D Narang and Mr. Mohit Malhotra, is of three months.

Apart from sitting fees, Commision shall be paid to Independent Directors, which has been approved by the Board of Directors upon recommendation of Nomination and Remuneration Committee. This has the approval of shareholders of the Company.

Further, the Non-Executive Directors and Independent Directors are not entitled to any stock options.

Remuneration Policy

The remuneration paid to Executive Directors of the Company is approved by the Board of Directors on the recommendation of the Nomination and Remuneration Committee. The Company's remuneration strategy is market-driven and aims at attracting and retaining high calibre talent. The strategy is in consonance with the existing industry practice and is directed towards rewarding performance, based on review of achievements, on a periodical basis.

1. Non-Executive Directors (including Independent Directors)

The Non-Executive Directors are entitled for sitting fees for attending meetings of the Board/ Committees thereof. Besides sitting fees, the Non-Executive Independent Directors are also entitled to remuneration, including profit related commission, by whatever named called, out of the profits of the Company, at a rate not exceeding 1% of the net profits per annum of the Company, in terms of provisions of Sections 197 of the Companies Act, 2013 and computed in manner referred to in Section 198 of the said Act, for a period not exceeding 5 financial years commencing from 01.04.2019 as may be approved by the Board and within the overall limits prescribed by the Companies Act, 2013.

2. Executive Directors

Remuneration of the Executive Directors consists of a fixed component and a variable performance incentive. The Nomination and Remuneration Committee makes annual appraisal of the performance of the Executive Directors based on a detailed performance evaluation, and recommends the compensation payable to them, within the parameters approved by the shareholders, to the Board for their approval.

In accordance with the relevant provisions of Companies Act, 2013 and the Listing Regulations, the following Policies/ Framework have been adopted by the Board upon recommendation of the Nomination and Remuneration Committee:

• 1. Policy on appointment of Board Members.
• 1. Remuneration Policy relating to remuneration of Directors, Key Managerial Personnel and other employees.
• 1. Framework for evaluation of the Board, its Committees and individual Board members including Independent Directors.

The Remuneration Policy and Policy on appointment of Board Members have been disclosed in the Directors' Report which forms part of the Annual Report.The manner of annual evaluation of the Board, its Committees and individual Director have been disclosed elsewhere in this report.

COMMITTEES OF THE BOARD

Dabur has five Board level Committees:

• A) Audit Committee
• B) Nomination and Remuneration Committee
• C) Corporate Social Responsibility Committee
• D) Risk Management Committee
• E) Stakeholders` Relationship Committee

The composition of various Committees of the Board of Directors is available on the website of the Company at www.dabur.com and weblink for the same is https://www.dabur.com/img/ assets/20320-composition-of-board-committees.pdf

The Board Committees play a crucial role in the Governance structure of the Company and have been constituted to deal with specific areas of concern for the Company and need a closer review. The Board is responsible for constituting, assigning, coopting and fixing the terms of reference of various Committees. Details on the role and composition of these Committees, including the number of meetings held during the financial year and the related attendance are provided below.

A) AUDIT COMMITTEE

Composition and Meetings

As on March 31, 2020, the Audit Committee comprises of members as stated below. The composition of the Committee is in conformity with the Listing Regulations.

During the financial year 2019-20, the Audit Committee met five times on 02.05.2019, 19.07.2019, 27.09.2019, 05.11.2019 and 30.01.2020. The time gap between any two meetings was less than one hundred and twenty days.

Name of the Member	Category	Status		No. of Meetings
				Held Attended
Mr. P. N. Vijay	Independent Director	Chairman	5	5
Mr. R. C. Bhargava	Independent Director	Member	5	4
Dr. S. Narayan	Independent Director	Member	5	5
Dr. Ajay Dua	Independent Director	Member	5	5
Mr. S.K. Bhattacharyya Independent	Director	Member	5	5
#Mr. Ajit Mohan Sharan Independent	Director	Member	4	4

The details of attendance of members and composition is as under:

Appointed w.e.f. 02.05.2019, post Committee meeting

The Director responsible for the finance function, the head of Internal Audit and the representative of the Statutory Auditors, Internal Auditors and Cost Auditors are permanent invitees to the Audit Committee meetings. Mr. A K Jain, Executive Vice President (Finance) & Company Secretary, is Secretary to the Committee.

All members of the Audit Committee have accounting and financial management expertise. Mr. P N Vijay, Chairman of the Audit Committee, attended the AGM held on August 30, 2019 to answer the shareholders` queries.

The role of Audit Committee includes the following:

• 1. Oversight of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
• 1. Recommending to the Board the appointment, reappointment, terms of appointment/ reappointment and, if required, the replacement or removal of the Statutory Auditor and the fixation of audit fees/ remuneration.
• 1. Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors.
• 1. Reviewing, with the Management, the Annual Financial Statements before submission to the Board for approval, with particular reference to:
• 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, 2013.

• Changes, if any, in accounting policies and practices and reasons for the same.
• Major accounting entries involving estimates based on the exercise of judgement by the Management.
• Significant adjustments made in the financial statements arising out of audit findings.
• Compliance with listing and other legal requirements relating to financial statements.
• Disclosure of any related party transactions.
• Modified opinion(s) in the draft audit report.
• 1. Review/ examine, with the Management, the quarterly/ year to date financial statements and auditor's report thereon, before submission to the Board for approval.
• 1. Reviewing with the Management, the financial statements of subsidiaries and in particular the investments made by each of them.
• 1. Reviewing/ Monitoring, with the Management, the statement of uses/ application/ end use of funds raised through an issue (public issue, rights issue, preferential issue, etc.) and related matters, 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, and making appropriate recommendations to the Board to take up steps in this matter.
• 1. Reviewing/ evaluating, with the Management, performance of Statutory and Internal Auditors, internal financial controls, Risk Management System and adequacy of the internal control systems.
• 1. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
• 1. Discussion with internal auditors any significant findings and follow‐ups there on.
• 1. 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.
• 1. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post‐audit discussion to ascertain any area of concern.
• 1. To look into the reasons for substantial defaults in payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
• 1. To review the functioning of the Whistle- Blower Mechanism.

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Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	141

• 1. Approval of appointment of CFO (i.e. the Whole-Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.
• 1. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
• 1. Review and monitor the Auditor's independence, performance and effectiveness of Audit process.
• 1. Approval or any subsequent Modification of transactions of the company with related parties.
• 1. Scrutiny of inter- corporate loans and investments.
• 1. Valuation of undertakings or assets of the Company, wherever it is necessary.
• 1. Reviewing the utilization of loans and/ or advances from/ investment by the holding Company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/ investments existing.
• 1. Reviewing compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 at least once in a financial year and verifing that the systems for internal control are adequate and are operating effectively.

Further, the Audit Committee is empowered to investigate any activity within its terms of reference, seek information it requires from any employee, obtain outside legal or other independent professional advice and secure attendance of outsiders with relevant expertise, if considered necessary. Apart from the above, the Audit Committee also exercises the role and powers entrusted upon it by the Board of Directors from time to time.

Dabur has systems and procedures in place to ensure that the Audit Committee mandatorily reviews:

• Management Discussion and Analysis of financial conditions and results of operations.
• Statement of significant related party transactions (as defined by the Audit Committee), submitted by Management.
• Management letters/ letters of internal control weaknesses issued by the Statutory Auditors.
• Internal audit reports relating to internal control weaknesses.
• Appointment, removal and terms of remuneration of the Chief Internal Auditor.
• Statement of deviations:
• a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchanges(s) in terms of Regulation 32(1) (whenever applicable).
• b) Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice in terms of Regulation 32(7) (whenever applicable).

Audit Committee Report for the year ended March 31, 2020

To the Board of Directors of Dabur India Limited,

The Committee comprises of six Independent Directors. The Management is responsible for the Company's internal financial controls and financial reporting process. The Independent Auditors are responsible for performing an independent audit of the Company's financial statements in accordance with the Indian Accounting Standards (Ind AS) and for issuing a report thereon. The Committee is responsible for overseeing the processes related to financial reporting and information dissemination.

In this regard, the Committee discussed with the Statutory Auditors the overall scope for their audit. The Management 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 Ind AS.

Based on its review and discussions conducted with the Management and the Independent Auditors, the Audit Committee believes that the Company's financial statements are presented in conformity with Ind AS in all material aspects.

The Committee has reviewed Statement of Contingent Liabilities, Management Discussion and Analysis, Financial statements of subsidiary companies, Investments made by subsidiary companies, Directors' responsibility statement, Financial results and draft audit/ limited review report thereon, financial statements and draft auditor`s report thereon, approval (including modification, if any) and review of Related Party Transactions and scrutinized inter corporate loans and investments of the Company. The Committee evaluated the Risk Management Systems. Complaints received under Whistle-Blower Policy/ Vigil Mechanism were also monitored by the Committee. The Committee affirms that in compliance with the Whistle-Blower Policy/ Vigil Mechanism no personnel had been denied access to the Audit Committee.

The Committee has appointed M/ s PriceWaterhouse Coopers Private Limited as internal auditors of the Company for the period from 1st July, 2019 to 30th June, 2020 and discussed and approved their audit plan. The Committee reviewed the internal audit reports, along with implementation status thereof, submitted by internal auditors. The Committee reappointed M/ s Ramanath Iyer & Company, as cost auditors to audit the cost records maintained by the Company in respect of certain products for the financial year 2019-20 and approved their scope of work. The Committee approved remuneration of Statutory Auditors for FY 2018-19.

In conclusion, the Committee is sufficiently satisfied that it has complied with the responsibilities as outlined in the Audit Committee's responsibility statement.

B) NOMINATION AND REMUNERATION COMMITTEE

Composition and Meetings

As on March 31, 2020 the Nomination and Remuneration Committee comprises of members as stated below. The composition of the Committee is in conformity with the Listing Regulations, with all Directors being Non-Executives and fifty per cent of them being Independent Directors. Chairman of the Committee is an Independent Director.

During the financial year 2019-20, the Nomination and Remuneration Committee met six times on 02.05.2019, 31.05.2019, 19.07.2019, 27.08.2019, 05.11.2019 and 30.01.2020.

Name of the	Category	Status		No. of Meetings
Member			Held	Attended
Dr. S. Narayan Independent		Chairman	6	4
	Director
Mr. P. N. Vijay	Independent	Member	6	6
	Director
#Dr. Anand C	Promoter/ Non	Member	3	2
Burman	Executive Director
Mr. Amit	Promoter/ Non	Member	6	6
Burman	Executive Director

The details of attendance of the members as under:

Dr. Anand C Burman stepped down from the Board of Directors, post Board Meeting on 19.07.2019.

Upon authorization by Dr. S. Narayan (Chairman of the Committee), Mr. P N Vijay, Non Executive Independent Director and member of the Committee, attended the AGM held on August 30, 2019.

Upon recommendation of Nomination and Remuneration Committee the Board of Directors have devised an evaluation framework in line with the applicable provisions of Companies Act, 2013 and Listing Regulations and has laid down the process, format, attributes and criteria for performance evaluation of the Board of the Company, its Committees and the individual Board Members (including Independent Directors), to be carried out only by the Board.

The Performance evaluation criteria for Independent Directors include effective deployment of knowledge and expertise, commitment to his/ her role towards the Company and various stakeholders, willingness to devote time and efforts towards his/ her role, high ethical standards, adherence to applicable codes and policies, effective participation and application of objective independent judgement during meetings, etc. On the basis of performance evaluation of Independent Directors, it is determined whether to extend or continue their term of appointment, whenever their respective term expires.

The performance evaluation of the Board of the Company, its Committees and the individual Board Members (including Independent Directors) for the financial year 2019-20 has been carried out by the Board in accordance with the Evaluation Framework adopted by the Company.

The roles and responsibilities of the Committee covers the area as specified in the Listing Regulations, Companies Act, 2013 and other applicable laws, if any, besides other role and powers entrusted upon it by the Board of Directors from time to time. The roles and responsibilities of the Committee include the following:

• 1. Formulate the criteria for determining qualifications, positive attributes and independence of a Director.
• 1. Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal.
• 1. Formulate the criteria for evaluation of Director's and Board's performance.
• 1. Devising a policy on Board diversity.
• 1. To engage the services of consultants and seek their help in the process of identifying suitable person for appointments to the Board.
• 1. To decide the remuneration of consultants engaged by the Committee.
• 1. Framing, recommending to the Board and implementing, on behalf of the Board and on behalf of the Shareholders, policy on remuneration of Directors, Key Managerial Persons (KMP) & other Employees, including ESOP, pension rights and any other compensation payment.
• 1. To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors and KMP of the quality required to run the company successfully;
• 1. To ensure that Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
• 1. To ensure that Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and longterm performance objectives appropriate to the working of the Company and its goals.
• 1. Considering, approving and recommending to the Board changes in designation and increase in salary of the Directors, KMP and other Employees.
• 1. 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.
• 1. Suggesting to Board/ shareholders changes in the ESPS/ ESOS.
• 1. Deciding the terms and conditions of ESPS and ESOS which, inter-alia, include the following:
• Quantum of options to be granted under the Scheme per employee and in aggregate;
• Vesting Period;
• Conditions under which option vested in employees may lapse in case of termination of employment for misconduct;
• 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;
• Specified time period within which the employee shall exercise the vested options in the event of termination or resignation of employee;
• 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;
• Procedure for making a fair and reasonable adjustment to the number of options, entitlement of shares against each option and to the exercise price in case of rights issues, bonus issues and other corporate actions;
• Grant, vest and exercise of option in case of employees who are on long leave;
• Procedure for cashless exercise of options;
• Forfeiture/ cancellation of options granted;
• All other issues incidental to the implementation of ESPS/ ESOS.
• To issue grant/ award letters.
• To allot shares upon exercise of vested options.
• 1. Recommend to the Board, all remuneration, in whatever form, payable to Senior Management.

C) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Composition and Meetings

As on March 31, 2020 the Corporate Social Responsibility (CSR) Committee consists of members as stated below.

During the financial year 2019-20 the Committee met four times on 30.04.2019, 24.07.2019, 01.11.2019 and 28.01.2020. The details of attendance of members is given below:

Name of the	Category	Status		No. of Meetings
Member			Held	Attended
Dr. Ajay Dua	Independent	Chairman	4	4
	Director
Mr. S. K.	Independent	Member	4	4
Bhattacharyya	Director
#Mr. P. N. Vijay	Independent	Member	3	3
	Director

Nomination and Remuneration Committee Report for the year ended March 31, 2020

To the Board of Directors of Dabur India Limited,

The Nomination and Remuneration Committee comprises of two Independent Directors and one Non-Executive Promoter Director. The main responsibility of the Committee is to incentivize and reward executive performance that will lead to long-term enhancement of shareholder performance. Further the Committee is also responsible for formulating policies as to remuneration, performance evaluation, Board diversity, etc. in line with Companies Act, 2013 and SEBI Listing Regulations.

During the year the Committee had fixed targets for vesting of stock options for FY 2019-20, approved grant of stock options to employees under the ESOP Scheme of the Company, approved cancellation of certain ESOPs granted earlier and approved allotment of equity shares upon exercise of stock options. The Committee recommended to the Board - i) appointment of Mr. P. N. Vijay, Mr. R. C. Bhargava, Dr. S. Narayan, Dr. Ajay Dua, Mr. S. K. Bhattacharyya and Mrs. Falguni Sanjay Nayar, as Non-Executive Independent Directors of Company for a second term of 5 consecutive years. ii) appointment of senior Management personnel – Mr. Biplab Bakshi, as Executive Director- HR. The Committee reviewed and approved revision in remuneration of Mr. P.D. Narang and Mr. Mohit Malhotra, Executive Directors and Senior Management of the Company. The Committee also recommended to the Board payment of remuneration (apart from sitting fee) to Non Executive Independent Directors of the Company upto a maximum of 1% of net profits of the Company for each of the 5 financial years starting from 01.04.2019.

Dr. S Narayan

Chairman, Place : New Delhi Nomination and Date : 27 May, 2020 Remuneration Committee

Name of the	Category	Status	No. of Meetings
Member			Held	Attended
Mr. P. D. Narang	Executive Director	Member	4	4
#Mr. Mohit Malhotra	Executive Director	Member	3	3
@Mr. Sunil Duggal Executive	Director	Member	1	1

Appointed w.e.f. 02.05.2019

@ Ceased to be member w.e.f. 02.05.2019

The role of CSR Committee is as under:-

(a) Formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the

Company in compliance with the Companies Act, 2013 and rules thereunder.

• (b) Recommend the amount of expenditure to be incurred on the activities as above, and
• (c) Monitor the CSR Policy of the Company from time to time.

The Company has formulated a CSR Policy in line with Schedule VII of the Companies Act, 2013.

CSR Policy of the Company

The CSR activities shall be focused not just around the plants and offices of the Company, but also in other geographies based on the needs of the communities. The four key focus areas where special Community Development programmes would be run are:

• 1. Eradicating hunger, poverty and malnutrition;
• 1. Promoting health care including preventive health care;
• 1. Ensuring environmental sustainability;
• 1. Promotion of Education.

The formal CSR policy of the Company is available on the website of the Company www.dabur.com at the link https:/ / www.dabur.com/ img/ upload-files/ 1136-dabur-india-ltdcsr-policy.pdf

CSR Committee Report for the year ended March 31, 2020

To the Board of Directors of Dabur India Limited,

The CSR Committee comprises of three Independent Directors and two Executive Directors.

The main responsibility of the Committee is to formulate and recommend to the Board, a CSR Policy indicating activities to be undertaken by the Company as specified in Companies Act, 2013, recommending the expenditure on CSR activities & monitoring the activities undertaken from time to time.

The Company has in place a CSR Policy formulated by the Committee and approved by the Board of Directors.

During the Financial Year 2019-20, the Committee approved the CSR activities and monitored the progress on CSR activities undertaken by the Company on quarterly basis. Further the Committee also reviewed the CSR activities undertaken by Jivanti Welfare and Charitable Trust (promoted by Dabur). The Company has been able to spend the mandatory 2% of average net profits of immediately preceding 3 years on various CSR activities, the details of which are given in CSR Report approved by the Committee and attached to the Directors` Report.

The Committee is sufficiently satisfied with the CSR compliances on the part of the Company.

Dr. Ajay Dua

Place: New Delhi Chairman, Date : 27 May, 2020 CSR Committee

D) RISK MANAGEMENT COMMITTEE

Composition and Meetings

As on March 31, 2020 the Risk Management Committee consists of members as stated below.

The composition of the Committee is in conformity with the Listing Regulations, with majority of members being Directors of the Company.

During the financial year 2019-20 the Committee met four times on 30.04.2019, 24.07.2019, 01.11.2019 and 28.01.2020. The detail of attendance of members is given below:

Name of the	Category	Status		No. of Meetings
Member			Held	Attended
Dr. Ajay Dua	Independent	Chairman	4	4
	Director
Mr. P. N. Vijay	Independent	Member	4	4
	Director
Mr. Amit Burman Promoter/		Member	4	4
	Non- Executive
	Director
@Mr. Sunil	Executive	Member	1	1
Duggal	Director
#Mr. Mohit	Executive	Member	3	3
Malhotra	Director

Name of the	Category	Status	No. of Meetings
Member			Held	Attended
Mr. P. D. Narang Executive		Member	4	4
	Director
Mr. Lalit Malik	CFO & Joint	Member	4	3
	Chief Risk	& Joint
	Officer	Chief Risk
		Officer
Mr. A. K. Jain	EVP (Finance) &	Member	4	4
	Co. Secretary &	& Joint
	Joint Chief Risk	Chief Risk
	Officer	Officer

Appointed w.e.f. 02.05.2019

@ Ceased to be member w.e.f. 02.05.2019

The role of the Committee is as under:-

• 1. Preparation of Risk Management Plan, reviewing and monitoring the same on regular basis.
• 1. To update Risk Register on quarterly basis.
• 1. To review critical risks identified by Joint Chief Risk Officer(s) and Management Committee of the Company on quarterly basis.
• 1. To report key changes in critical risks to the Board on quarterly basis.

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• 1. To present detailed report on Risk Mangement to the Board of Directors on yearly basis.
• 1. To get the Risk Management Systems evaluated by the Audit Committee on yearly basis.
• 1. To perform such other functions as may be prescribed or deemed fit by the Board.

Risk Management Committee Report for the year ended March 31, 2020

To the Board of Directors of Dabur India Limited,

The Committee consists of two Independent Director, two Executive Directors, one Promoter Non-Executive Director and two KMP's being Non-Board Members.

E) STAKEHOLDERS' RELATIONSHIP COMMITTEE

Composition and Meetings

As on March 31, 2020 the Stakeholders' Relationship Committee consists of members as stated below.

During the financial year 2019-20 the Committee met four times on 30.04.2019, 24.07.2019, 01.11.2019 and 28.01.2020. The details of attendance of members are given below:

Name of the	Category	Status		No. of Meetings
Member				Held Attended
Mr. P. N. Vijay	Independent Director	Chairman	4	4
Dr. Ajay Dua	Independent Director	Member	4	4
Mr. Amit Burman	Promoter/ Non Executive Director	Member	4	4
	Mr. P D Narang Executive Director	Member	4	4

Mr. A. K. Jain, Excutive Vice President (Finance) and Company Secretary is the Compliance Officer.

The Committee ensures cordial investor relations, oversees the mechanism for redressal of investors' grievances and specifically looks into various aspects of interest of shareholders. The Committee specifically looks into redressing shareholders'/ investors' complaints/ grievances pertaining to share transfers/ transmission, non-receipts of annual reports, non- receipt of declared dividend and other allied complaints.

The role of the Committee is in accordance with the Listing Regulations. It performs the following functions:

• Transfer/ transmission of shares.
• Split up/ sub-division and consolidation of shares.

The primary responsibility of the Committee is to prepare the Risk Management Plan of the Company and to review and monitor the same on a regular basis.

During the Financial Year 2019-20 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, medium and low risks with high and medium risks sub categorized as critical and low risks as non-critical.

Dr. Ajay Dua Place: New Delhi Chairman, Date : 27 May, 2020 Risk Management Committee

• Dematerialization/ rematerialization of shares.
• Issue of new and duplicate share certificates.
• Transfer of shares to IEPF Authority.
• Release of shares from unclaimed suspense account of the Company
• Registration of Power of Attorneys, Probate, Letters of transmission or similar other documents.
• To open/ close bank account(s) of the Company for depositing share/ debenture applications, allotment and call monies, authorize operation of such account(s) and issue instructions to the Bank from time to time in this regard.
• To look into redressal of shareholders' and investors' complaints relating to transfer/ transmission of shares, non- receipt of annual report, non- receipt of declared dividends, issue of new/ duplicate share certificates, general meetings, etc.
• Any allied matter(s) out of and incidental to these functions and not herein above specifically provided for.
• Review of measures taken for effective exercise of voting rights by shareholders.
• Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
• Review of various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the shareholders of the Company.

Investor Grievance Redressal

Details of complaints received and resolved by the Company during the financial year 2019-20 are given below:

Nature of Complaint	Pending as on 31.3.2019	received during the FY 2019-20	disposed of during the FY 2019-20	pending as on 31.3.2020
Non receipt of certificates lodged for Transfer/ Transmission, issue of Duplicate shares	NIL	5	5	NIL
Non-receipt of Dividend	NIL	5	5	NIL
Dematerialization/ Rematerialization of shares	NIL	0	0	NIL
Others (Non-receipt of bonus shares/ POA/ change of signatures/ address etc.)	NIL	1	1	NIL
Total	NIL	11	11	NIL

In order to provide efficient services to investors, and for speedy redressal of the complaints, the Committee has delegated the power of approving transfer and transmission of shares and other matters like split up/ sub-division and consolidation of shares, issue of new certificates on re-materialization, subdivision, consolidation and exchange, subject to a maximum of 10,000 shares per case and for dematerialization upto a maximum of 40,000 shares per case, jointly to any two of Mr. A K Jain, Executive Vice President (Finance) and Company Secretary, Mr. Praveen Mudgal, Joint Company Secretary and Mrs. Sarita Agrawal, Sr. Manager (Secretarial).

Stakeholders' Relationship Committee Report for the year ended March 31, 2020

To the Board of Directors of Dabur India Limited,

The Stakeholders' Relationship Committee comprises of two Independent Directors, one Promoter Non Executive Director and one Executive Director.

The main responsibility of the Committee is to ensure cordial investor relations and supervise the mechanism for redressal of investor grievances pertaining to transfer of shares, nonreceipt of annual report, non-receipt of declared dividends etc. It performs the functions of transfer/ transmission/ remat/ demat/ split-up/ sub-division and consolidation of shares, issue of duplicate share certificates and allied matter(s). The Committee is also responsible to specifically look into various aspects of interest of shareholders like effective exercise of voting rights by shareholders, service standards of Registrar and Transfer Agents (RTA), etc.

During the year, the Committee approved 33 cases of transfer, 5 cases of transmission, 2 case of re-materialization, 320 cases of dematerialization, 28 cases of consolidation, 8 cases of name deletion, 42 cases of issue of duplicate share certificates, 76 cases of transfer of shared to IEPF Authority, and 34 cases of release of shares from unclaimed suspense account. The Committee has also constituted a sub-committee to facilitate the issuance of duplicate share certificates and transfer/ transmission/ consolidation/ sub-division/ remat of more than 10,000 shares per case/ demat of more than 40,000 shares per case, within the prescribed timelines. The Committee also reviewed the status of investors' grievances on quarterly basis. The Company received complaints during the year all of which were redressed and at the close of the financial year there were no complaints pending for redressal. During the year the Committee had also approved issuance of new share certificates to facilitate transfer of shares to the Investor Education and Protection Fund Authority (IEPFA) of the Central Government and in accordance with the applicable provisions 1,79,676 equity shares of the Company have been transferred to the IEPFA. The Committee reviewed the Annual Internal Audit Report issued by M/ s Vijay Savla & Co., Chartered Accountants, appointed by our RTA to audit the RTA activities. Response and corrective action taken by RTA was also reviewed by the Committee.

	P N Vijay
Place: New Delhi	Chairman,

Date : 27 May, 2020 Stakeholders' Relationship Committee

SUBSIDIARY COMPANIES - MONITORING FRAMEWORK

The Company monitors performance of its subsidiary companies, inter-alia, by the following means:

• i) The Audit Committee reviews financial statements of the subsidiary companies, along with investments made by them, on a quarterly basis.
• ii) The Board of Directors reviews the Board Meeting minutes and statements of all significant transactions and arrangements, if any, of subsidiary companies.
• iii) Effective 01.04.2019, by appointing an Independent Director of the Company on the Board of Directors of unlisted material subsidiary.

The Company has formulated a policy for determining its 'Material' Subsidiaries and the same is available on the website of the Companywww.dabur.com. The weblink for the same is http:/ / www.dabur. com/ img/ upload-files/ 44-policy-material-subsidiary.pdf

Dabur International Limited, a wholly owned subsidiary, incorporated outside India, is a material subsidiary of the Company. Further, Dabur India Ltd. does not have any unlisted

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Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	147

material subsidiary, incorporated in India. [Under the Listing Regulations, a "material subsidiary" shall mean a subsidiary, whose income or net worth exceeds ten percent [for appointment of Independent Director of the Company on the Board of material subsidiary (refer iii) above)-twenty percent] of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year].

Dabur does not have a listed subsidiary.

Policy on Group Governance

Upon recommendation of Kotak Committee on Corporate Governance, SEBI had issued a circular dated 10.05.2018 for implementation of Group Governance Unit where the listed entity has a large number of unlisted subsidiaries. Accordingly, during the FY 19-20, the Company has adopted a Board approved Policy on Group Governance to monitor Governance of its unlisted subsidiaries across the globe.

MANAGEMENT

Integrated Reporting and Management Discussion & Analysis

The Annual Report has a detailed chapter on Integrated Reporting and Management Discussion & Analysis, which forms part of this report.

POLICIES, AFFIRMATIONS AND DISCLOSURES

Code of Conduct

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of Dabur. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct.

The Code of Conduct is available on the website of the Company www.dabur.com. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually. A declaration signed by the Chief Executive Officer (CEO) to this effect is placed at the end of this report.

Related Party Transactions

The Company has formulated a Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions, in accordance with relevant provisions of Companies Act, 2013 and Listing Regulations. The policy has been displayed on the website of the Company at www.dabur.com. Web link for the same is https:/ / www.dabur.com/ img/ upload-files/ 1135-policy-onrpt-(bm-31.01.2019).pdf

All Related Party Transactions are approved by the Audit Committee prior to the transaction. The Audit Committee, after obtaining approval of the Board of Directors, has laid down the criteria for granting omnibus approval which also forms part of the Policy. Related Party Transactions of repetitive nature are approved by the Audit Committee on omnibus basis for one financial year at a time. The Audit Committee satisfies itself regarding the need for omnibus approval and that such approval is in the interest of the Company and ensures compliance with the requirements of Listing Regulations and the Companies Act, 2013. All omnibus approvals are reviewed by the Audit Committee on a quarterly basis.

Further, there were no materially significant related party transactions that may have potential conflict with the interests of Company at large.

A confirmation as to compliance of Related Party Transactions as per Listing Regulations is also sent to the Stock Exchanges along with the quarterly compliance report on Corporate Governance. Disclsoure of related party transactions on a consolidated basis is also sent to the Stock Exchanges after publication of standalone and consolidated financial results for the half year.

Disclosures by Board Members & Senior Management

The Board Members and Senior Management Personnel make disclosures to the Board periodically regarding

• z their dealings in the Company`s shares; and
• z all material, financial and commercial and other transaction with the Company;

where they have personal interest, stating that the said dealings and transactions, if any, have no potential conflict with the interests of the Company at large.

Disclosure of accounting treatment in preparation of financial statements

The Company has followed accounting principles generally accepted in India, including the Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013 ('the Act') and other relevant provisions of the Act. The Company has uniformly applied the accounting policies during the periods presented. Kindly refer to note no.5 and 6 of the standalone and consolidated financial statements, respectively, for significant accounting policies adopted by the Company.

Details of non-compliance by the Company

Dabur has complied with all the requirements of regulatory authorities. No penalties/ strictures were imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.

Disclosure on compliance with Corporate Governance Requirements specified in Listing Regulations

The Company has complied with the requirements of Part C (Corporate Governance Report) of Sub-Paras (2) to (10) of Financial 148 Dabur India Limited Annual Report 2019-20 Statements 149

Schedule V of the Listing Regulations.

The Company has complied with Corporate Governance requirements specified in Regulation 17 to 27 and Clauses (b) to (i) of Sub-Regulation (2) of Regulation 46 of the Listing Regulations and necessary disclosures thereof have been made in this Corporate Governance Report.

Disclosure on Commodity price risks or foreign exchange risk and hedging activities

Commodity price risk and hedging activities

The Company's extended material supply chain has faced risks of fluctuations in commodity prices and has successfully mitigated them through a judicious mix of strategic price management and long term buying.

The Company has in place a Risk Management Policy with respect to Commodities including through hedging, in line with the Listing Regulations. Disclosure in the format required vide SEBI`s circular dated November 15, 2018 is as under:

• z Exposure of the Company to commodity and commodity risks faced by it throughout the year:
• a. Total exposure of the Company to commodities in INR = 1,247 Cr.
• b. Exposure of the Company to various commodities as per the following table:

Commodity Name	Exposure in INR towards the particular commodity	Exposure in Quantity terms towards the particular				% of such exposure hedged through commodity derivatives
	(INR Crore)	commodity (metric tons)		Domestic market		International market Total
			OTC	Exchange	OTC	Exchange
Raw honey	176	21,231	Nil	Nil	Nil	Nil	Nil
Raw coconut oil	107	8,603	Nil	Nil	Nil	Nil	Nil
Sugar	98	29,477	Nil	Nil	Nil	Nil	Nil
Mustard oil	97	11,037	Nil	Nil	Nil	Nil	Nil
Light liquid parafin	95	15,684	Nil	Nil	Nil	Nil	Nil

• c. Commodity risks faced by the Company during the year and how they have been managed.
• z The Company faces market risk due to swings in commodity prices and market disruptions in a large number of items emerging from the extended supply chain of agricultural items, petroleum value chain and imported products. This risk is hedged through a mix of new and additional buying from alternate sources, long term procurement contracts and strategic buying from time to time. The Company has an elaborate Governance framework/ mechanism to safeguard the Company from market volatility emerging from commodity prices and disruptions in the extended material supply chain.
• z Material availability risks due to disruptions in the supply chain of different items & commodities are mitigated/ addressed through strategic inventories and elevated storage of select items and intermediates and long term contracts with key sources in case of seasonal and scarce items.

Foreign Exchange Risk and hedging activities

As regards foreign exchange risks, keeping in view the position of rupee in the market vis-a-vis foreign currency, the Company has been taking forward cover for foreign currency exports and imports from time to time and with reference to foreign currency borrowings, the loans are fully hedged at the time of inception itself as per the Forex policy framework of the Company.

Code for Prevention of Insider-Trading Practices

In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 the Company has in place following policies/ codes which are revised from time to time according to applicable laws or as per need.

• z Code of Conduct for Prevention of Insider Trading
• z Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI). Policy for determination of "legitimate purposes" forms part of this Code.
• z Policy and procedures for inquiry in case of leak of UPSI/ suspected leak of UPSI

All compliances relating to Code of Conduct for Prevention of Insider Trading are being managed through a web based portal installed by the Company. This code lays down guidelines advising the management, staff and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of Dabur, and while handling any Unpublished Price Sensitive Information, cautioning them of the consequences of violations. The Executive Vice President (Finance) and Company Secretary has been appointed as the Compliance Officer.

Whistle-Blower Policy/ Vigil Mechanism

The Company promotes ethical behaviour in all its business activities and in line with the best international Governance practices, Dabur has established a system through which Directors,

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Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	149

Employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company's code of conduct without fear of reprisal. Reporting of instances of leak/ suspected leak of any Unpublished Price Sensitive Information is allowed through this vigil mechanism and the Company has made its employees aware of the same. The Company has set up a Direct Touch initiative, under which all Directors, employees/ business associates have direct access to the Chairman of the Audit Committee, and also to a three-member direct touch team established for this purpose. The Direct Touch team comprises of one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy. The Whistle-Blower Protection Policy aims to:

• z Allow and encourage stakeholders to bring to the Management notice concerns about unethical behavior, malpractice, wrongful conduct, actual or suspected fraud or violation of policies and leak or suspected leak of any Unpublished Price Sensitive Information.
• z Ensure timely and consistent organizational response.
• z Build and strengthen a culture of transparency and trust.
• z Provide protection against victimization.

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.dabur.com.Web link for the same is http:/ / www.dabur.com/ img/ upload-files/ 41-direct-touch-2014.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. The Committee has, in its report, affirmed that no personnel have been denied access to the Audit Committee.

Dividend Distribution Policy

To bring transparency in the matter of declaration of dividend and to protect the interests of investors, Dabur has in place a Dividend Policy since long. The Policy was revised in line with Regulation 43A of the Listing Regulations and the Companies Act, 2013 which has been displayed on the Company's website, www.dabur. com and is also available in the Director`s Report which forms part of the Annual Report.

CEO/ CFO Certification

In terms of Regulation 17(8) of the Listing Regulations, the CEO and CFO have certified to the Board of Directors of the Company in their meeting held on 27.05.2020, with regard to the financial statements and other matters specified in the said regulation, for the financial year 2019-20.

Legal Compliance Reporting

The Board of Directors reviews in detail, on a quarterly basis, the report of compliance with respect to all laws and regulations applicable to the Company. The Company has developed a very comprehensive Legal Compliance System, which drills down from the CEO to the executive-level person (who is primarily responsible for compliance) within the Company. The process of compliance reporting is fully automated, using the e-nforce compliance tool. System-based alerts are generated until the user submits the monthly compliance report, with provision for escalation to the higher-ups in the hierarchy. Any non-compliance is seriously taken up by the Board, with fixation of accountability and reporting of steps taken for rectification of non-compliance.

Utilization of funds raised through preferential allotment or qualified institutions placement

No funds were raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A).

Certificate from Company Secretary in Practice regarding disqualification of Directors

The Secretarial Auditors of the Company M/ s Chandrasekaran Associates have issued a certificate that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Board/ Ministry of Corporate Affairs or any such statutory authority. The same is placed at the end of this report.

Recommendations of Committee(s) of the Board of Directors

During the year, all recommendations of Committee(s) of the Board of Directors, which are mandatoriy required, were accepted by the Board.

Total fees paid to Statutory Auditor and all entities in the network

Details of total fees for all services paid by the Company and its subsidiaries (on a consolidated basis), to the Statutory Auditor and all entities in the network firm/ network entity of which the statutory auditor is a part is as under:

Fee paid/ payable by the Company w.r.t. FY 2019-20

• i) Statutory Audit and limited review Rs. 0.59 crores
• ii) Certification and other services Rs. 0.01 crores
• iii) Reimbursement of expenses Rs. 0.17 crores

Fee paid/ payable by M/ s H&B Stores Limited, wholly owned subsidiary w.r.t. FY 2019-20

• i) Statutory and certification fee Rs. 0.17 crores
• ii) Reimbursement of expenses Rs. 0.02 crores

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Kindly refer to relevant disclosures in the Directors` Report which forms part of the Annual Report 2019-20.

Credit Ratings

For all credit ratings obtained by the Company along with any revisions thereto during the financial year 2019-20, kindly refer

to relevant disclosures in the Directors` Report which forms part of the Annual Report 2019-20.

SHAREHOLDERS

Changes and appointment/ re-appointment of Directors

For information in this regard kindly refer to the section Directors contained in Directors` Report which forms part of the Annual Report 2019-20.

MEANS OF COMMUNICATION WITH SHAREHOLDERS

Dabur recognizes communication as a key element of the overall Corporate Governance framework, and therefore emphasizes on prompt, continuous, efficient and relevant communication to all external constituencies.

Financial Results: The quarterly financial results are normally published in all editions of Hindustan Times (English) and Delhi-NCR editions of Hindustan (Hindi) newspapers. Details of publication of financial results for the year under review are given below:

Description	Date
Unaudited Financial Results for the quarter ended June 30, 2019	July 20, 2019
Unaudited Financial Results for the quarter/ half year ended September 30, 2019	November 06, 2019
Unaudited Financial Results for the quarter/ nine months ended December 31, 2019	January 31, 2020
Audited Financial Results for the quarter/ financial year ended March 31, 2020	May 28, 2020 (Tentative)

The consolidated financial results are also generally sent electronically to all the shareholders possessing email ids. Shareholders who had not yet provided their email id`s to the Company/ its Registrar, are requested to do the same at the earliest.

Annual Report: Physical copy of the abridged Annual Report for FY 2018-19, containing inter-alia, salient features of the audited Financial Statements, Director`s Report (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.

Full version of the Annual Report for FY 2018-19 containing inter-alia, audited Financial Statements, Directors Report (including Integrated Reporting and Management Discussion & Analysis, Corporate Governance 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.dabur.com.

News Releases/ Presentations: Official press releases, presentations made to the media, analysts, institutional investors, etc. are displayed on the Company's website www.dabur.com

Website: The Company`s website www.dabur.com contains a separate section 'Investor' for use of investors. The quarterly, half yearly and annual financial results, official news releases and presentations made to institutional investors and to analysts are promptly and prominently displayed on the website. Annual Reports, Quarterly Corporate Governance Report, Shareholding Pattern and other Corporate Communications made to the Stock Exchanges are also available on the website. Annual Report of subsidiary companies are also posted on the website.

The Investor section provides information on various topics related to transfer of shares, dematerialization, nomination, change of address, loss of share certificates, dividend, etc. The details of unclaimed dividends for dividends declared upto the financial year ended 31.03.2020 [upto FY 19-20 (Interim)] are also available in this section, to help shareholders to claim the same. In addition various downloadable forms required to be executed by the shareholders have also been provided on the website.

On-line Annual Reports and Share price tools are also provided in Investor section. Share price tools includes, inter alia, share graphs, historical share price data, share series and investment calculator.

Communication to shareholders on email: Documents like Notices, Annual Report, ECS advices for dividends, etc. are sent to the shareholders at their email address, as registered with their Depository Participants/ Company/ Registrar and Transfer Agents (RTA). This helps in prompt delivery of document, reduce paper consumption, save trees and avoid loss of documents in transit.

The Company proposes to send documents like shareholders meeting notice/ other notices, audited financial statements, Directors' report, auditor's report or any other document, to its members in electronic form at the email address provided by them and/ or made available to the Company by their depositories. 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. Format of request letter is available in the Investor Section of the Company`s website www.dabur.com

Reminders to shareholders: Reminders for claiming unclaimed shares lying with the Company which are liable to be transferred to the Investor Education and Protection Fund Authority are sent to the shareholders as per Company records.

NEAPS (NSE Electronic Application Processing System) and BSE Listing centre: NSE and BSE have developed web based applications for corporates. All compliances like Financial Results, Shareholding Pattern and Corporate Governance Report, etc. are filed electronically on NEAPS/ BSE Listing centre.

SCORES (SEBI complaints redressal system): SEBI processes investor complaints in a centralized web based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a Company for his grievance. The Company uploads the action taken on the complaint which can be viewed by the shareholder. The Company and shareholder can seek and provide clarifications online through SEBI.

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	151

Exclusive email ID for investors: The Company has designated the email id investors@dabur.com exclusively for investor servicing, and the same is prominently displayed on the Company`s website www.dabur.com.

Dedicated email ID for communication with Investor Education and Protection Fund (IEPF) Authority: The Company has a dedicated email id ashok.jain@dabur.com for communication with the IEPF Authorities.

INVESTOR RELATIONS

Investor Relations (IR) at Dabur acts as a one point contact for the Investor Community whereby information relating to the Company is disseminated uniformly and their queries and inputs are communicated to Senior Management. On one hand, this seamless channel of communication enables the investor Community to be aware of the Company's business activities, strategy and prospects and allows them to make an informed judgement about the Company. On the other hand, the Company receives invaluable inputs and feedback from the investor community which are given due consideration and factored into plans and strategies.

The Company hosts calls (both voice and video) or meetings with institutional investors on request. Post the quarterly results, a conference call and a webcast are organized which provides a platform for the Management to answer questions and provide clarifications to investors and analysts. The Company hosts these calls on its own and not through brokerage houses to provide an equitable forum for dissemination of information. The Company continues to interact with all types of funds and investors in order to have a diversified shareholder base in terms of geographical location, investment strategy and investment horizon.

In order to ensure accurate, transparent and timely information flow, the IR department holds the following activities:

• z Provides detailed updates on the Company's performance to all investors immediately after the release of quarterly results
• z Post quarterly results, an Investor Conference call and webcast is held where all members of the financial Community are invited to participate in the Q&A session with the Company's Management. The key highlights are discussed and Investor/ analyst queries are addressed in this forum. A Webcast and transcript of the same is provided on the Company's website for the benefit of those who could not attend the concall.
• z The Company interacts with representatives of brokerage houses to brief them about the Company's operations and strategy.
• z One-on-One/ Group meetings with investors to brief them about the Company's ongoing performance/ initiatives and respond to their queries and concerns.
• z The Company's Executives participate in investor meetings including conferences in India and abroad, organized by

leading institutional brokerage houses. During 2019-20, they attended conferences hosted by JP Morgan, Morgan Stanley, Edelweiss, IIFL, UBS, Motilal Oswal, Bank of America Merrill Lynch and CLSA among others.

All historical and latest information updates are promptly available on the Investor page of the Company's website for reference. The website also provides real time updates on the stock price, comparative performance and shareholder returns.

GENERAL BODY MEETINGS

Details of the last three general body meetings held are given below:

Financial Year	Category	Location of the meeting	Date	Time
	2016-17 Annual General Meeting (AGM)	Air Force Auditorium, Subroto Park, New Delhi – 110010	July 26, 2017	11.00 AM
2017-18 AGM		Same as above	July 26, 2018	11.00 AM
2018-19 AGM		Same as above	August 30, 2019	4.00 PM

Special resolutions taken up in the last three AGMs and passed with requisite majority are mentioned hereunder:

July 26, 2017:

Re-appointment of Mr. P. D. Narang as Whole Time Director for a period of 5 years w.e.f. 01.04.2018 to 31.03.2023.

July 26, 2018:

• 1) Authorising the Board of Directors under Section 186 of the Companies Act, 2013 for giving of Loan, Guarantee or Security in connection with a loan to any person or other body corporate and acquisition of securities of any other body corporate up to Rs. 8,000 crore.
• 2) Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, approval for continuation of appointment of Mr. R. C. Bhargava (DIN: 00007620) as Non-Executive Independent Director w.e.f. 1/4/2019 up to the conclusion of AGM of the Company to be held in the calendar year 2019 for being more than seventy five years of age.
• 3) Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, approval for continuation of appointment of Dr. S Narayan (DIN: 00094081) as Non-Executive Independent Director w.e.f. 1/4/2019 up to the conclusion of AGM of the Company to be held in the calendar year 2019 for being more than seventy five years of age.

August 30, 2019:

• 1. Re-appointment of Mrs. Falguni Sanjay Nayar (DIN: 00003633) as an Independent Director of the Company for a second term of five consecutive years w.e.f. July 28, 2019.
• 1. Re-appointment of Mr. P. N. Vijay (DIN: 00049992) as an Independent Director of the Company for a second term of five consecutive years w.e.f. July 22, 2019.
• 1. Re-appointment of Dr. S. Narayan (DIN: 00094081), aged 76 years, as an Independent Director of the Company for a second term of five consecutive years w.e.f. July 22, 2019, including his appointment for being more than seventy five years of age.
• 1. Re-appointment of Mr. R. C. Bhargava (DIN: 00007620), aged 84 years, as an Independent Director of the Company for a second term of five consecutive years w.e.f. July 22, 2019, including his appointment for being more than seventy five years of age.
• 1. Re-appointment of Dr. Ajay Dua (DIN: 02318948) aged 72 years, as an Independent Director of the Company for a second term of five consecutive years w.e.f. July 22, 2019, including his continuation in office upon attaining the age of seventy five years in July, 2022.
• 1. Re-appointment of Mr. Sanjay Kumar Bhattacharyya (DIN: 01924770) as an Independent Director of the Company for a second term of five consecutive years w.e.f. July 22, 2019.

Postal Ballot

During the year under review, no resolution was passed through postal ballot.

Currently, no resolution is proposed to be passed through postal ballot. However, if required, the same shall be passed in compliance of provisions of Companies Act, 2013, Listing Regulations or any other applicable laws.

COMPLIANCE WITH MANDATORY REQUIREMENTS

The Company has complied with all applicable mandatory requirements of the Listing Regulations during the financial year 2019-20. Quarterly compliance report on Corporate Governance, in the prescribed format, duly signed by the compliance officer is submitted regularly with the Stock Exchanges where the shares of the Company are listed.

ADOPTION OF DISCRETIONARY REQUIREMENTS

1) Maintenance of the Chairman's Office

The Company maintains the office of Non-Executive Chairman and provides for reimbursement of expenses incurred in performance of his duties.

2) Shareholders Rights

Quarterly Consolidated Financial Results are generally sent electronically to all shareholders possessing email ids. The same is also uploaded on the Company's website www. dabur.com

3) Modified opinion(s) in Audit Report

The auditors have expressed an unmodified opinion on the financial statements of the Company.

4) Separate posts of Chairman and CEO

Separate persons have been appointed by the Company to the post of Chairman and CEO.

5) Reporting of Internal Auditors

The Internal Auditors of the Company report directly to the Audit Committee.

ADDITIONAL SHAREHOLDERS INFORMATION

Company Registration Details

The Company is registered in New Delhi, India. The Corporate Identification Number (CIN) allotted by the Ministry of Corporate Affairs (MCA) is L24230DL1975PLC007908.

Annual General Meeting

Date: 3rd September, 2020; Time: 3:00 pm IST; being held through video conferencing/ other audio visual means.

Financial Calendar

Financial year: April 1 to March 31

For the financial year ended March 31, 2020, results were announced on:

• z First Quarter 19th July, 2019
• z Half Yearly 5th November, 2019
• z Third Quarter 30th January, 2020
• z Fourth Quarter and Annual 27th May, 2020

For the financial year ending March 31, 2021, results will be announced tentatively (subject to change) by:

• z First Quarter 30th July, 2020
• z Half Yearly 3rd November, 2020
• z Third Quarter 29th January, 2021
• z Fourth Quarter and Annual 7th May, 2021

Book Closure

The dates of Book Closure are from Monday, 17th August, 2020 to Friday, 21st August, 2020 both days inclusive.

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	153

Dividend Payment

Interim dividend of Rs.1.40 per equity share fully paid up was paid on November 25, 2019 for the financial year 2019-20. Final Dividend of Rs. 1.60 per equity share fully paid up for the financial year 2019-20 has been recommended by the Board of Directors to shareholders for their approval. If approved the dividend shall be paid from 22nd September, 2020 onwards.

Dates for Transfer of Unclaimed Dividend to Investors Education and Protection Fund (IEPF)

Pursuant to Section 124 of the Companies Act, 2013, final dividend for the financial year 2011-12 and interim dividend for the financial year 2012-13 which remained unpaid/ unclaimed for a period of seven years from the date it was lying in the unpaid dividend account, has been transferred by the Company to the Investors Education and Protection Fund (IEPF) of the Central Government.

The dividend for following years (see table below), which remains unclaimed for seven years from the date it is lying in the unpaid dividend account, will be transferred to the IEPF in accordance with the schedule given below. Shareholders who have not encashed their dividend warrants relating to the dividends specified below are requested to immediately send their request for issue of duplicate warrants. The details of dividends specified below are available on the website of the Company www.dabur.com. Once unclaimed dividend is transferred to IEPF, no claim shall lie in respect thereof with the Company. However, w.e.f. September 7, 2016, shareholders may claim their unclaimed amount as per the procedures/ guidelines issued by the Ministry of Corporate Affairs (MCA). For details, investors can visit the website of IEPF Authority viz. www.iepf.gov.in.

Dividends declared in the past

Financial	Type of	Dividend	Date of	Due date for
year	dividend	rate %	declaration	transfer to IEPF
2012-2013	Final	85	17/07/2013	22/08/2020
2013-2014	Interim	75	28/10/2013	03/12/2020
2013-2014	Final	100	22/07/2014	27/08/2021
2014-2015	Interim	125	15/09/2014	21/10/2021
2014-2015	Final	75	21/07/2015	27/08/2022
2015-2016	Interim	125	28/10/2015	03/12/2022
2015-2016 Final		100	19/07/2016	26/08/2023
2016-2017	Interim	125	26/10/2016	02/12/2023
2016-2017	Final	100	26/07/2017	30/08/2024
2017-2018	Interim	125	31/10/2017	05/12/2024
2017-2018	Final	625	26/07/2018	30/08/2025
2018-2019	Interim	125	31/10/2018	06/12/2025
2018-2019	Final	150	30/08/2019	04/10/2026
2019-2020	Interim	140	05/11/2019	10/12/2026

Mandatory Transfer of Shares to Demat Account of Investors Education and Protection Fund Authority (IEPFA) in case of unpaid/ unclaimed dividend on shares for a consecutive period of seven years

In terms of Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more shall be credited to the Demat Account of Investor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits (like bonus, etc.), if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which are transferred to the Demat Account of IEPFA can be claimed back by the shareholder from IEPFA by following the procedure prescribed under the aforesaid rules. Therefore, it is in the interest of shareholders to regularly claim the dividends declared by the Company.

Consequent to the above, during the financial year 2019-20, 1,79,676 equity shares of the Company were transferred to the IEPFA. Relavant details of such shares is available on the website of the Company www.dabur.com.

Equity Shares lying with the Company in Suspense Account

As per the provisions of Regulation 39(4) of the Listing Regulations, 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. Accordingly, unclaimed shares lying with the Company have been transferred and dematerialized in Unclaimed Suspense Account' of the Company. This account is being held by the Company purely on behalf of the shareholders entitled for these shares. All corporate benefits accruing on these shares like bonus, split etc., if any, are also credited to the saidUnclaimed Suspense Account` and the voting rights on these shares remain frozen until the rightful owner has claimed the shares.

Shareholders who have not yet claimed their shares are requested to immediately approach the Registrar & Transfer Agents of the Company by forwarding a request letter duly signed by all the joint holders furnishing their complete postal address along with PIN code, self-attested copies of PAN card & proof of address, and for delivery of shares in demat form-a copy of Demat Account-Client Master Report duly certified by the Depository Participant (DP) and a recent Demat Account Statement, to enable the Company to release the said shares to the rightful owner.

The status of equity shares lying in the unclaimed suspense account is given below:

154		Dabur India Limited	Corporate Board & Financial 155 Annual Report 2019-20 Management Reports Overview Statements
-----	--	---------------------	-------------------------------------------------------------------------------------------------------------------

Sl. No.	Particulars	No. of shareholders	No. of equity shares held
1	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	872	16,14,019
2	Number of shareholders along with shares held who approached the Company for transfer of shares from suspense account during the year	34	70,850
4	Number of shareholders along with shares held to whom shares were transferred from suspense account during the year	34	70,850
5	Number of shareholders along with shares held which were transferred from suspense account to Investor Education and Protection Fund Authority (IEPFA) during the year	25	1,06,001
6	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year	813	14,37,168

Listing

At present, the equity shares of the Company are listed at:

z BSE Ltd. (BSE)

Address: Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001.

z National Stock Exchange of India Ltd. (NSE)

Address: Exchange Plaza, 5th Floor, Plot No. C/ 1, G Block, Bandra – KurlaComplex, Bandra (E), Mumbai – 400 051.

The annual listing fees for the financial year 2020-21 to BSE and NSE has been paid.

Dabur's Stock Exchange codes –

ISIN No:	INE016A01026
BSE Stock Code:	500096
NSE Code:	DABUR
Bloomberg Code:	DABUR IB
Reuters Code:	DABU.BO

Equity Evolution during the year

As at March 31, 2020 the paid-up equity share capital of the Company is Rs.1,76,70,63,892/ - divided into 1,76,70,63,892 equity shares of Re.1/ - each. Details of equity evolution of the Company during the year under review is as under:

• 1. Allotment of 7,64,531 equity shares of Re.1/ each on May 31, 2019.
• 1. Allotment of 8,220 equity shares of Re.1/ each on August 27, 2019.

Stock Market Data

The table and chart A & B below give details of Stock Market data.

Details of High, Low and Volume of Dabur's shares for 2019-20 at BSE and NSE:

Month	BSE Ltd.				National Stock	Exchange of India Ltd.
	High (J) Low (J)		Volume (No. of shares)	High (J)	Low (J)	Volume (No. of shares)
Apr-19	412.20	394.60	21,63,060	412.00	393.80	4,28,42,451
May-19	408.60	357.10	25,82,683	408.40	357.55	7,77,20,288
Jun-19	414.00	376.95	22,20,296	414.35	376.85	3,49,75,013
Jul-19	435.15	397.15	39,37,380	435.40	397.30	6,01,00,132
Aug-19	450.00	419.60	12,97,062	450.35	419.25	3,37,25,483
Sep-19	469.00	433.20	14,40,090	469.20	432.70	4,02,69,387
Oct-19	479.60	421.95	9,44,503	480.00	421.50	2,76,76,728
Nov-19	488.15	448.30	14,15,820	487.70	448.60	4,68,60,227
Dec-19	471.80	446.20	10,54,685	471.85	446.15	3,30,37,038
Jan-20	505.70	445.70	18,27,576	505.85	445.70	4,35,83,449
Feb-20	523.20	481.50	11,48,508	523.25	480.25	4,78,29,324
Mar-20	525.30	385.05	18,81,684	525.00	386.05	7,24,21,170

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 2019-20.

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	155

Market Capitalization

The Market Capitalization of the Company as on 31.03.2020 at NSE is Rs.79,52,671 lakh, which is at 28th position in the list.

Distribution of Shareholding

Details of distribution of shareholding of the equity shares of the Company by size and by ownership class on March 31, 2020 along with the top 10 shareholders of the Company is given below:

Shareholding pattern by size as on March 31, 2020

Number of equity shares held Total number of share holders		% of shareholders	Total number of sharesheld	% of share holding
up to 5000	1,98,709	97.82	5,05,09,168	2.86
5001 – 10000	2,916	1.44	1,85,25,214	1.05
10001 and above	1,508	0.74	1,69,80,29,510	96.09
Total	2,03,133	100	1,76,70,63,892	100

Shareholding pattern by ownership as on March 31, 2020

Particulars As on March 31, 2020						As on March 31, 2019
	No. of share Holders	% of share Holders	No. of shares held	% of share Holding	No. of share Holders	% of share Holders	No. of shares held % of share	Holding
Promotor & Promotor Group	26	0.01	1,19,95,35,207	67.88	25	0.01	1,19,92,41,677	67.9
Foreign Portfolio Investors	663	0.33	30,79,41,618	17.43	644	0.37	32,16,05,933	18.21
Mutual Funds	35	0.02	57,637,180	3.26	31	0.02	6,76,44,294	3.83
Financial institutions/ Banks	27	0.01	2,49,57,169	1.41	19	0.01	50,16,005	0.28
Insurance companies	5	0.00	5,07,30,691	2.87	5	0	4,44,22,056	2.51
NRI's/ OCB/ Foreign Nationals	6,671	3.28	58,11,104	0.33	7,094	4.03	65,67,996	0.37
Individuals (including Trusts)	1,94,144	95.57	10,10,13,248	5.72	1,66,534	94.66	9,15,11,800	5.18
Bodies Corporates (including Clearing members, QIB, Alternate Investment Funds, NBFC, IEPF)	1,562	0.77	1,94,37,675	1.10	1,570	0.89	3,02,81,380	1.71
Total	2,03,133	100	1,76,70,63,892	100	1,75,922	100	1,76,62,91,141	100

Top ten shareholders as on March 31, 2020

Name	No. of shares held	% of shareholding
Chowdry Associates	21,79,41,800	12.33
VIC Enterprises Private Limited	21,77,34,000	12.32
Gyan Enterprises Private Limited	20,22,37,980	11.44
Puran Associates Private Limited	18,92,12,000	10.71
Ratna Commercial Enterprises Private Limited 15,77,00,429		8.92
Milky Investment and Trading Company	10,61,47,503	6.01
Burmans Finvest Private Limited	5,30,12,986	3.00
Life Insurance Corporation of India	4,53,09,305	2.56
MB Finmart Private Limited	2,65,25,022	1.50
Windy Investments Private Limited	2,65,06,492	1.50

Dematerialization of Shares and Liquidity

Trading in equity shares of the Company in dematerialized form became mandatory from May 31, 1999. To facilitate trading in demat form, in India, there are two depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Dabur has entered into agreement with both these depositories. Shareholders can open their accounts with any of the Depository Participant registered with these depositories.

• z As on March 31, 2020, 99.80% shares of the Company were held in dematerialized form.
• z The equity shares of the Company are frequently traded at BSE Ltd. and National Stock Exchange of India Ltd.

Dematerialization of Shares-Process

Shareholders who continue to hold shares in physical form are requested to dematerialize their shares at the earliest and avail the benefits of dealing in shares in demat form. For convenience of shareholders, the process of getting the shares dematerialized is given hereunder:

• a) Demat account should be opened with a Depository Participant (DP).
• b) Shareholders should submit the Dematerialization Request Form (DRF) along with share certificates in original, to their DP.

• c) DP will process the DRF and will generate a Dematerialization Request Number (DRN).
• d) DP will submit the DRF and original share certificates to the Registrar and Transfer Agents (RTA), which is KFin Technologies Pvt. Ltd.
• e) RTA will process the DRF and confirm or reject the request to DP/ depositories.
• f) Upon confirmation of request, the shareholder will get credit of the equivalent number of shares in his demat account maintained with the DP.

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, members who have more than one folio in the same order of names, are requested to consolidate their holdings under one folio. Members may write to the Registrars & Transfer Agents indicating the folio numbers to be consolidated along with the original shares certificates to be consolidated.

Outstanding GDRs/ ADRs/ Warrants/ Options

The Company has 53,77,684 outstanding Employee Stock Options as on March 31, 2020 with vesting period from 1 to 5 years from the date of grant.

Details of Public Funding Obtained in the last three years

Dabur has not obtained any public funding in the last three years.

Registrar and Transfer Agent (RTA)

SEBI vide Regulation 7 of the Listing Regulations has mandated that where the total number of security holders of the Company exceeds one lac, the Company shall either register with SEBI as a Category II share transfer agent for all work related to share registry or appoint a registrar to an issue and share transfer agent registered with SEBI. Dabur had appointed MCS Limited as its RTA in 1994 for both segments, physical and electronic, much before this was mandated by SEBI. During the year 2007-08, the Company appointed Karvy Computershare Private Limited (now vests with KFin Technologies Private Limited) as its Registrar. As required under Regulation 7(3) of the Listing Regulations, the Company files, on half yearly basis, certificate issued by RTA and compliance officer of the Company certifying that all activities in relation to both physical and electronic share transfer facility are maintained by RTA registered with SEBI i.e. KFin Technologies Private Limited.

Details of the RTA are given below-

	KFin Technologies Private Limited
305, New Delhi House,	Selenium Building, Tower B, Plot 31-32,
27 Barakhamba Road,	Gachibowli, Financial District, Nanakramguda,
New Delhi- 110 001	Hyderabad – 500 032.
Phone No. – 011 – 43681700,	Telangana, India; Fax No. – 040-23001153,
Fax No. 011- 43681710	Phone No. – 040 – 67162222,
Website-www.kfintech.com	Toll Free no.: 1800-345-4001,
	email: einward.ris@kfintech.com;
	Website-www.kfintech.com

Share Transfer System

All share transfer and other communications regarding share certificates, change of address, dividends, etc. should be addressed to the RTA.

Stakeholders` Relationship Committee is authorized to approve transfer of shares in the physical segment. The Committee has delegated authority for approving transfer and transmission of shares and other related matters to the officers of the Company. Such transfers take place on weekly basis. A summary of all the transfers/ transmissions etc. so approved by officers of the Company is placed at every Committee meeting. All share transfers are completed within statutory time limit from the date of receipt, provided the documents meet the stipulated requirement of statutory provisions in all respects. The Company obtains, from a Company secretary in practice, half yearly certificate of compliance with the share transfer formalities as required under Regulation 40(9) of the Listing Regulations, and files a copy of the same with the Stock Exchanges.

Further, as per Regulation 40 of the Listing Regulations, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in demat form with a depository.

Reconciliation of Share Capital Audit

An independent firm of practicing Chartered Accountants or Company Secretaries carries out the Reconciliation of Share Capital Audit as mandated by SEBI, 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. This audit is carried out on quarterly basis and the report thereof is submitted to the Stock Exchanges, where the Companys shares are listed and is also placed before the Stakeholders Relationship Committee of the Board.

Company's Registered Office Address:

8/3, Asaf Ali Road, New Delhi-110002; Ph: 011-23253488

PLANT LOCATIONS

Sahibabad

z Plot No. 22, Site IV, Sahibabad Ghaziabad- 201 010 (Uttar Pradesh.) Tel: 0120-3378400

Baddi

• z Hajmola Unit Plot No.109, HPSIDC Industrial Area, Teh. Baddi, Distt Solan 173 205 (Himachal Pradesh) Tel: 01795-393928, Fax : 01795-244090
• z Chyawanprash Unit Plot No. 220-221, HPSIDC Industrial Area, Teh. Baddi, Distt Solan 173 205 (Himachal Pradesh); Tel: 01795-393954
• z Amla/ Honey Unit Village Billanwali Lavana, Teh. Baddi, Distt Solan 173 205 (Himachal Pradesh); Tel: 01795-393982
• z Shampoo Unit Village Billanwali Lavana, Teh. Baddi, Distt Solan 173 205 (Himachal Pradesh); Tel: 01795-393982

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Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	157

• z Toothpaste Unit Village Billanwali Lavana, Teh. Baddi, Distt Solan 173 205 (Himachal Pradesh); Tel: 01795-393982
• z Honitus/ Nature Care Unit Plot No. 109, HPSIDC Industrial Area, Teh. Baddi, Distt Solan 173 205 (Himachal Pradesh); Tel: 01795-393928, Fax : 01795-244090
• z Food Supplement Unit Plot No. 221, HPSIDC Industrial Area, Teh. Baddi, Distt Solan 173 205 (Himachal Pradesh); Tel: 01795-393954
• z Oral Care Unit Plot No. 601, Malkhumajra, Nalagarh Road, Teh. Baddi, Distt Solan 173 205 (Himachal Pradesh); Tel : 01795-276213
• z Green Field Unit Village Manakpur, PO Manpura, Tehsil Baddi, Distt Solan-174 101 (Himachal Pradesh); Tel : 01795-398014
• z Air Freshner Unit Village Billanwali Lavana, Teh. Baddi, Distt Solan 173 205 (Himachal Pradesh); Tel: 01795-393982
• z Toothpowder Unit Village Billanwali Lavana, The. Baddi, Distt Solan 173 205 (Himachal Pradesh); Tel: 01795-393982
• z Skin Care Unit Village Manakpur, PO Manpura, Tehsil Baddi, Distt Solan 174 101 (Himachal Pradesh); Tel : (01795) 236876, (01795) 236877
• z Honey Unit Village Manakpur, PO Manpura, Tehsil Baddi, Distt Solan 174 101 (Himachal Pradesh); Tel : 01795-398014

Pantnagar

• z Plot No.4, Sector-2, Integrated Industrial Estate Pantnagar, Distt. Udham Singh Nagar – 263 145 (Uttarakhand); Tel: 05944-394125
• z Plot No. 16, Sector-2, Integrated Industrial Estate Pantnagar, Distt. Udham Singh Nagar – 263 145 (Uttarakhand); Tel: 05944-394125

Jammu

z Lane No.3, Phase II, SIDCO Industrial. Complex Bari Brahmana, Dist. Samba, Jammu–181 133 (J&K); Tel: 01923-220123, 221970, 222341

Katni

z 10.4 Mile Stone, NH-7, Village Padua, PO Piprondh, Distt. Katni–483 442 (Madhya Pradesh); Tel : 9816026169

Alwar

z SP-C-162, Matsya Industrial Area, Alwar-301 030 (Rajasthan), Tel: 0144-2881542 +91 9549785500, +91 9549705500 Fax : 0144-2881302

Pithampur

z 86-A, Kheda Industrial Area, Sector-3, Pithampur, Distt.-Dhar, 454 774 (Madhya Pradesh); Tel : 07292 – 400049, 51, Fax : 07292 – 400112

Narendrapur

z 9, Netaji Subhash Chandra Bose Road, P.O.-Narendrapur Kolkata-700103 (West Bengal), Tel: 033- 2477 2326, 2477 2620, 2477 2738, 2477 2740

Silvassa

z Survey No. 225/ 4/ 1, Saily Village, Silvassa – 396230 Dadra & Nagar Haveli (Union Territory); Tel : +91 7574807744, +91 7574807700, (0260) 2681073; Fax No. (0260) 2681075

Newai

z Plot No. G 50-59, IID Centre, NH-12, Road No.1, RIICO Industrial Area Newai, Distt. Tonk – 304020 (Rajasthan) Tel: 01438 -223342, 223783

Nashik

z D-55, Additional M.I.D.C., Ambad, Distt. Nashik – 422 010 (Maharashtra); Tel: 0253 - 2383577, Fax : 0253 - 2383577

Tezpur

z Industrial Growth Centre (IGC) – Ballipara, Village Dhekidol, PO Ghoramari, PS Salonibari, Distt. Sonitpur – 784 105 (Assam)

ADDRESS FOR CORRESPONDENCE

For share transfer/ dematerialisation of shares, payment of dividend and any other query relating to the shares	KFin Technologies Private Limited Selenuim Building, Tower – B, Plot No 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032, Telangana, India Fax No. – 040-23001153, Phone No. +91- 040 – 67162222, Toll Free no.: 1800-345-4001, email: einward.ris@kfintech.com; Website-www.kfintech.com
For queries of Analysts, FIIs, Institutions, Mutual Funds, Banks and others	Mrs Gagan Ahluwalia Dabur India Limited, Punjabi Bhawan, 10 Rouse Avenue, New Delhi – 110002; Tel: 011-71206000; Fax: 011-23222051
Chief Compliance Officer	Mr. A K Jain, E V P (Finance) & Company Secretary, Dabur India Limited, Punjabi Bhawan, 10, Rouse Avenue, New Delhi – 110 002. Tel: 011 – 71206000; Fax: 011 – 2322 2051

CERTIFICATION BY CHIEF EXECUTIVE OFFICER OF THE COMPANY

I declare that all Board Members and Senior Management Personnel have affirmed compliance with the code of conduct for the financial year 2019-20.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To The Members Dabur India Limited 8/ 3, Asaf Ali Road New Delhi-110002

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Dabur India Limited and having CIN L24230DL1975PLC007908 and having registered office at 8/ 3 Asaf Ali Road, New Delhi 110002 (hereinafter referred to as 'the Company'), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub Clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2020 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority:

S. No.	Name of Director	DIN	Date of appointment in Company
1	Falguni Sanjay Nayar	00003633	28/ 07/ 2014
2	Ravindra Chandra Bhargava	00007620	27/ 01/ 2005
3	Pritam Das Narang	00021581	01/ 04/ 1998
4	Mohit Burman	00021963	23/ 07/ 2007
5	Amit Burman	00042050	01/ 11/ 2001
6	Aditya Chand Burman	00042277	19/ 07/ 2019
7	Pattamadai Natarajasarma Vijay	00049992	15/ 05/ 2001
8	Subbaraman Narayan	00094081	26/ 07/ 2005
9	Sanjay Kumar Bhattacharyya	01924770	23/ 07/ 2012
10	Ajay Kumar Dua	02318948	03/ 09/ 2009
11	Ajit Mohan Sharan	02458844	31/ 01/ 2019
12	Saket Burman	05208674	31/ 01/ 2012
13	Mohit Malhotra	08346826	31/ 01/ 2019

Ensuring the eligibility of for the appointment/ continuity of every Director on the Board is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Chandrasekaran Associates Company Secretaries

Rupesh Agarwal Managing Partner Membership No. A16302 Place: New Delhi Certificate of Practice No. 5673 Date : 27 May, 2020 UDIN: A016302B000285758

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Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	159

ANNEXURE 1

DETAILS OF OTHER DIRECTORSHIPS HELD

Name of the Director	Status	Directorship	Category	Committee Membership	Committee Chairmanship
Mr. Amit	CHAIRMAN/	H & B Stores Ltd. (Unlisted Co.)		NIL	NIL
Burman	PD/ NED
		Talbros Automative Components Ltd. (Listed Co.)	ID	Audit Committee	NIL
Mr. Mohit	PD/ NED	Aviva Life Insurance Co. India Ltd. (Unlisted Co.)		Audit Committee	NIL
Burman		H & B Stores Ltd. (Unlisted Co.)		NIL	NIL
		Universal Sompo General Insurance Co. Ltd. (Unlisted Co.)		Audit Committee	NIL
		Dabur Ayurvedic Specialities Limited (Unlisted Co.)		NIL	NIL
Mr. Saket	PD/ NED	NIL		NIL	NIL
Burman
Mr. Aditya	PD/ NED	Oncquest Laboratories Ltd. (Unlisted Co.)		NIL	NIL
Burman
Mr. P. D. Narang	ED	H& B Stores Ltd. (Unlisted Co.)		Audit Committee	Share Issuance & Stakeholders
					Relationship Committee
		Aviva life Insurance Co. India Ltd. (Unlisted Co.)		Audit Committee	NIL
Mr. Mohit	ED	H& B Stores Ltd. (Unlisted Co.)		Share Issuance	NIL
Malhotra				& Stakeholders
				Relationship
				Committee
Mr. P. N. Vijay	ID	H & B Stores Ltd. (Unlisted Co.)		NIL	Audit Committee
		Maharashtra Seamless Limited (Listed Co.)	ID	Nil	Audit Committee
Mr. R. C.	ID	Thomson Press Ltd. (Unlisted Co.)		NIL	Audit Committee
Bhargava		Maruti Suzuki India Ltd. (Listed Co.)	Chairman/ NED	NIL	Stakeholders Relationship Committee
Dr. S. Narayan ID		IIFL Wealth Management Limited (Unlisted Co.)		NIL	NIL
		IIFL Wealth Finance Limited (Unlisted Co.)		NIL	NIL
		Artemis Medicare Services Limited (Listed Co.)	ID	NIL	Audit Committee
		Seshasayee Paper and Board Ltd. (Listed Co.)	ID	Audit Committee	NIL
Dr. Ajay Dua	ID	Kirloskar Pneumatic Company Limited (Listed Co.)	ID	Audit Committee	NIL
Mr. Sanjay	ID	SBM Bank India Limited (Unlisted Co.)		NIL	NIL
Kumar		H & B Stores Ltd. (Unlisted Co.)		Audit Committee	NIL
Bhattacharyya		C&S Electric Limited (Unlisted Co.)		NIL	Audit Committee
		Controls and switchgear contactors Limited		Nil	Nil
		(Unlisted Co.)
		Wanbury Limited (Listed Co.)	ID	Audit Committee	Stakeholders Relationship Committee
Mrs. Falguni	ID	Kotak Securities Limited (Unlisted Co.)		Audit Committee	NIL
Sanjay Nayar		Tata Technologies Limited (Unlisted Co.)		NIL	Audit Committee
		ACC Limited (Listed Co.)	ID	NIL	NIL
		Endurance Technologies Limited (Listed Co.)	ID	NIL	NIL
Mr. Ajit Mohan	ID	Indian Technocrat Limited (Unlisted Co.)		NIL	NIL
Sharan		Capri Global Capital Limited (Listed Co.)	ID	NIL	NIL

Directors' Report

To,

The Members,

Your Directors have pleasure in presenting the 45th Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended March 31, 2020.

Financial Results

Financial performance of the Company is summarised in the table below: (H in crores)

Particulars		Consolidated	Standalone
		2019-20 2018-19		2019-20 2018-19
Revenue from Operations including other Income	9008.88	8829.22		6586.70 6547.93
Less Expenses:
Cost of goods sold	4360.24	4309.03	3244.70	3257.51
Employee benefits expenses	947.74	937.91	578.26	572.33
Finance cost	49.54	59.58	19.27	29.80
Depreciation and Amortization expenses	220.45	176.90	129.93	108.83
Other Expenses	1603.26	1546.55		1106.07 1076.11
Total Expenses		7181.23 7029.97		5078.23 5044.58
Profit before share of profit from joint venture and exceptional items		1827.65 1799.25	NA	NA
Share of profit of Joint Venture	(0.01)	0.96	NA	NA
Profit before exceptional items and tax		1827.64 1800.21		1508.47 1503.35
Exceptional items	100.00	75.34	100	0
Profit before tax		1727.64 1724.87		1408.47 1503.35
Tax expense	279.72	278.62	238.12	239.06
Net Profit for the year		1447.92 1446.25		1170.35 1264.29
Net profit attributable to -
Owners of the Holding Company	1444.96	1442.33	NA	NA
Non-Controlling interest	2.96	3.92	NA	NA

Transfer to reserves

There is no amount proposed to be transferred to reserves.

Dividend

The Company has paid an interim dividend of 1.40 per share of 1/-each fully paid up (being 140%) on November 25, 2019. We are pleased to recommend a dividend of 1.60 per share of 1/- each fully paid up (being 160%) for the financial year 2019-20. The dividend recommended, if approved by the members, will be paid to members within the period stipulated by the Companies Act, 2013 (hereinafter referred to as Act). The aggregate dividend for the year will amount to 3.00 per share of 1/- each fully paid up (being 300%) as against 2.75 per share of 1/- each fully paid up (being 275%) declared last year. The dividend payout ratio for the current year, inclusive of corporate tax on dividend distribution is at 49.64%. The dividend recommended is in accordance with the Company's Dividend Distribution Policy.

Dividend Distribution Policy

To bring transparency in the matter of declaration of dividend and protect the interests of investors, Dabur had in place a Dividend Policy since long. The Policy was revised in Financial year 2016-17 in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) and the Act and has been displayed on the Company's website at www.dabur.com. The Policy is attached as Annexure 1 to this report.

Unpaid/ unclaimed Dividend

Pursuant to the provisions of Section 124 (5) of the Act, Final dividend for the financial year 2011-12 amounting to 42,99,831/- and interim dividend for the financial year 2012-13 amounting to 35,78,935/- which remained unpaid/ unclaimed for a period of 7 years, from the date it was lying in the unpaid dividend account, has been transferred by the Company to the Investors Education and Protection Fund (IEPF) of the Central Government. The due dates for transfer of unpaid dividend to IEPF for subsequent years is given in the Corporate Governance Report. The list of unpaid dividend declared up to the financial year 2018-19 [updated up to the date of 44th Annual general meeting (AGM) held on 30.08.2019] and for interim dividend declared during the financial year 2019-20 is available on Company`s website www.dabur.com. Shareholders are requested to check the said lists and if any dividend due to them remains unpaid in the said lists, can approach the Company for release of their unpaid dividend.

Financial Statements

In accordance with the Ministry of Corporate Affairs ("MCA") circular dated May 5, 2020 read with circulars dated April 8, 2020 and April 13, 2020, the Annual Report 2019-20 containing complete Balance Sheet, Statement of Profit & Loss, other

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Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	161

statements and notes thereto, including consolidated financial statements, prepared as per the requirements of Schedule III to the Act, Directors' Report (including Integrated Reporting and Management Discussion & Analysis and Corporate Governance Report) is being sent via email to all shareholders who have provided their email address(es).

The Annual Report 2019-20 is also available at the Company`s website at www.dabur.com.

Consolidated Financial Statements

In compliance with the applicable provisions of Act including the Accounting Standard Ind AS 110 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2019-20. Consolidated Turnover was 9008.88 crores as against 8829.22 crores in the previous year. Net Profit after Tax for the year stood at 1444.96 crores as against 1442.33 crores in the previous year.

Operations and Business Performance

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

Corporate Governance

Good governance practices forms part of business strategy at Dabur. The Company is committed to focus on long term value creation and protecting stakeholders interests by applying proper care, skill and diligence to business decisions. Apart from adhering to the requirements set by Government regulations the Company has also implemented several best governance practices. Recently the Company has also formulated a Policy on Group Governance to monitor governance of its unlisted subsidiaries across the globe.

The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is attached as Annexure 2 and forms part of this report.

Business Responsibility Report

At Dabur, fulfilment of environmental, social and governance responsibility is an integral part of the way the Company conducts its business.

Business Responsibility Report as stipulated under Regulation 34 of the Listing Regulations is available on the website of the Company www.dabur.com at weblink http://dabur.com/in/ en-us/investor/investor-information/business-responsibilityreport-as-per-sebi-listing-regulations. Any Member interested in obtaining a physical copy of the same may write to the Company Secretary at the Registered Office of the Company.

Credit Rating

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

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

Directors

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Amit Burman (DIN: 00042050) and Mr. Saket Burman (DIN: 05208674), directors will retire by rotation at the ensuing AGM, and being eligible, offers themselves for re-appointment in accordance with provisions of the Act. The Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRC") has recommended their re-appointment.

Dr. Anand Chand Burman, stepped down from the office of Chairman and Director of the Company post Board meeting held on 19th July, 2019. The Board places on record its deep appreciation for the guidance, support and leadership provided by Dr. Anand Burman during his tenure as Chairman and also the amazing growth recorded by the Company in India and International arena. Upon request of the Board Dr. Anand Burman was appointed as Honorary advisor to the Board and shall be permanent invitee for all future Board meetings.

Mr. Sunil Duggal, resigned from executive position w.e.f. 16th May, 2019 and resigned from the office of director post Board Meeting held on 19th July, 2019. The Board places on record its high degree of appreciation for the valuable and excellent contribution made by him during his tenure in the Company.

Chairman & Vice Chairman

Consequent upon stepping down of Dr. Anand Chand Burman, Mr. Amit Burman (DIN: 00042050), Vice Chairman was appointed as Chairman and Mr. Mohit Burman (DIN: 00021963) was appointed as Vice Chairman of the Company for a period of 5 (five) years. Both are from Non Executive Promoter Director category.

As per Section 149 of the Act, the Board of Directors has, on recommendation of NRC, re-appointed Mr. P N Vijay (DIN: 00049992), Mr. R C Bhargava (DIN: 00007620), Dr. S. Narayan (DIN: 00094081), Dr. Ajay Dua (DIN: 02318948) and Mr. Sanjay Kumar Bhattacharyya (DIN: 01924770) as Non-Executive Independent Directors of the Company w.e.f. 22nd July, 2019 and Mrs. Falguni Sanjay Nayar (DIN: 00003633) as Non-Executive Independent Director of the Company w.e.f. 28th July, 2019 for a second term of 5 (five) consecutive years. All re-appointments were approved by shareholders in the AGM held on 30th August, 2019. Mr. Ajit Mohan Sharan (DIN: 02458844) who was appointed as Non-Executive Independent Director w.e.f. 31st January, 2019 for a first term of 5 (five) consecutive years, was also approved by shareholders in the AGM held on 30th August, 2019.

Pursuant to Section 149, 152 and other applicable provisions of the Act, Companies (Appointment and Qualification of Directors) Rules, 2014 and Listing Regulations, the Board of Directors, upon recommendation of NRC, in their meeting held on 19th July, 2019 had appointed Mr. Aditya Burman (DIN:00042277) as an Additional Director in the category of Non-Executive Promoter Director, which was approved by the shareholders in AGM held on 30th August, 2019.

Further, pursuant to Section 196, 197, 198 and 203 read with Schedule V of the Act and rules made there under and Listing Regulations, Mr. Mohit Malhotra (DIN: 08346826) who was appointed as Whole Time Director w.e.f. 31st January, 2019, designated as Chief Executive Officer (CEO) was approved by Shareholders of the Company in the AGM held on 30th August, 2019. Approval of Central Government has also been received for his appointment as such.

A brief resume of the Directors being re-appointed by way of retirement by rotation, the nature of expertise in specific functional areas, names of companies in which they hold directorships, committee memberships/ chairmanships, their shareholding in the Company, etc., have been furnished in the explanatory statement to the notice of the ensuing AGM. The NRC and the Board of Directors of the Company recommend their re-appointment at the ensuing AGM.

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Act confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. The Company has also received from them declaration of compliance of Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the 'Indian Institute of Corporate Affairs` at Manesar, for inclusion/ renewal of name in the data bank of Independent Directors. With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed/re-appointed during the Financial year 2019- 20, the Board of Directors have taken on record the declarations and confirmations submitted by the independent directors and is of the opinion that all the Independent Directors are persons of integrity and possesses relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of the Company. With regard to proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the institute, as notified under Sub-Section (1) of Section 150 of the Act, the Board of Directors have taken on record the declarations submitted by Independent Directors that they are exempt from appearing in the test or that they will comply with the applicable law before the prescribed timeline.

None of the Directors of the Company are related inter-se, in terms of Section 2(77) of the Act including Rules there under.

Key Managerial Personnel

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

Mr. P D Narang, Whole Time Director

Mr. Mohit Malhotra, Whole Time Director & Chief Executive officer

Mr. Lalit Malik, Chief Financial Officer

Mr. Ashok Kumar Jain, Executive Vice President (Finance) and Company Secretary

Policy on Directors` appointment and Policy on remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Act, the policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, KMP and other employees is attached as Annexure 3 & 4 respectively to this report. The same are also available on the website of the Company at www.dabur.com at weblink https://www.dabur.com/img/uploadfiles/111972-appointment-and-remuneration-policy.pdf

Particulars of remuneration of Directors/ KMP/ Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as 'Annexure 5A` to this report. Further, in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules is attached as 'Annexure 5B' to this report.

Employees Stock Option Plan

During the year, 537533 options in 4 tranches were granted to eligible employees of the Company in terms of Employees Stock Option Plan (Dabur ESOP 2000).

During the financial year 2019-20, there has been no change in the Employees Stock Option Plan (Dabur ESOP 2000) of the Company. Further, it is confirmed that the ESOP Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014.

The applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014

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Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	163

with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.dabur.com and weblink for the same is http://www.dabur.com/in/en-us/ investor/investor-information/esops

Performance Evaluation of the Board, its Committees and Individual Directors

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its NRC, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2019- 20 in accordance with the framework. The details of evaluation process of the Board, its Committees and individual directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

Directors' Responsibility Statement

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

• a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;
• b) That they had selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
• c) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
• d) That they had prepared the annual accounts on a going concern basis;
• e) That they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
• f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statutory Auditors and their Report

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act, and rules made thereunder, M/s. Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration No. 001076N/ N500013) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 42nd AGM held on 26th July, 2017 until the conclusion of 47th AGM of the Company to be held in the calendar year 2022.

Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed there under, the Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company.

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

Report of Statutory Auditors

M/s. Walker Chandiok & Co LLP, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2019-20, which forms part of the Annual Report 2019-20. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation from the Board of Directors.

Cost Auditors and their Report

As per Section 148 of the Act read with Companies (Cost Records and Audit) Rules 2014, M/s Ramanath Iyer & Company, Cost Accountants, (Firm`s Membership No. 000019) have been re-appointed as Cost Auditors for the financial year 2020-21 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

The Cost Audit Report for the financial year 2018-19, issued by M/s Ramanath Iyer & Company, Cost Auditors, in respect of the various products prescribed under Cost Audit Rules was filed with the Ministry of Corporate Affairs on 14.08.2019.

There were no observations (including any qualification, reservation, adverse remark or disclaimer) of the Cost Auditors in the Report issued by them for the financial year 2018-19 which call for any explanation from the Board of Directors.

Secretarial Auditors and their Report

M/s Chandrasekaran Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2019-20 pursuant to Section 204 of the Act. The

Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as Annexure 6 to this report.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2019-20 which call for any explanation from the Board of Directors.

M/s Chandrasekaran Associates, Company Secretaries have been re-appointed to conduct the secretarial audit of the Company for the financial year 2020-21. They have confirmed that they are eligible for the said appointment.

Internal Financial Control System

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

The Company has a well placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company's IFC system also comprises due compliances with Companys policies and Standard Operating Procedures (SOPs) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from Pricewaterhouse Coopers Pvt. Ltd., the Internal Auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board.

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

Adequacy of Internal Financial Controls with reference to the financial statements

The Act re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board`s Report.

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

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

• z All legal and statutory compliances are ensured on a monthly basis for all locations in India through a fully automated tool called "e-nforce". Non- compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any regulatory amendment is updated periodically in the system.
• z Approval of all transactions is ensured through a preapproved Delegation of Authority (DOA) Schedule which is in-built into the SAP system. DOA is reviewed periodically by the management and compliance of DOA is regularly checked and monitored by the auditors.
• z The Company follows a robust 2-tier internal audit process:
• Tier-1: Management/ Strategic/ Proprietary audits are conducted on regular basis throughout the year as per agreed audit plan.
• Tier-2: Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Stock audit is conducted on quarterly basis at all locations in India. Fixed Asset Verification is done on an annual basis including Ind AS-36 testing at all locations.
• The audit reports for the above audits are compiled and submitted to management committee and audit committee for review and necessary action.
• z The Company's Books of Accounts are maintained in SAP and transactions are executed through SAP (ERP) setups to ensure correctness/ effectiveness of all transactions, integrity and reliability of reporting.
• z The Company has a comprehensive risk management framework.
• z The Company has a robust mechanism of building budgets at an integrated cross- functional level. The budgets are reviewed on a monthly basis so as to analyze the performance and take corrective action, wherever required.
• z The Company has in place a well-defined Whistle Blower Policy/ Vigil Mechanism.
• z The Company has a system of Internal Business Reviews. All departmental heads discuss their business issues and future plans in monthly review meetings. They review their achievements vs. budgets in quarterly review meetings. Specialized issues like investments, property, FOREX are discussed in their respective internal committee meetings.
• z Compliance of secretarial functions is ensured by way of secretarial audit.
• z Compliance relating to cost records of the company is ensured by way of cost audit.

Development and implementation of Risk Management

Dabur has in placecomprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. The Risk

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Management Committee of the Board is responsible for preparation of Risk Management Plan, reviewing and monitoring the same on regular basis, identifying and reviewing critical risks on regular basis, updating the Risk Register on quarterly basis, reporting of key changes in critical risks to the Board on an ongoing basis and a detailed report on yearly basis, evaluation of risk management systems by the Audit Committee on yearly basis and such other functions as may be prescribed by the Board.

The Committee holds quarterly meetings to review the critical risks identified. The risks faced by the Company, their impact and their minimization procedures are assessed categorically under the broad heads of High, Medium and Low risks.

Further the risks control systems are instituted to ensure that the risks in each business process are mitigated. The two joint Chief Risk Officers (CROs) are responsible for the overall risk governance in the Company and reports directly to the Management Committee (MANCOM), which consists of various functional heads. The Board provides oversight and reviews the Risk Management Policy on a quarterly basis. The Board is responsible for framing, implementing and monitoring the risk management plan of the Company. During the year, Pricewaterhouse Coopers Pvt. Ltd., Internal auditors, had tested the Risk & Control Matrices for various processes as a part of Internal financial control framework. These Risk & Control Matrices were prepared by them during the last financial year.

In line with the Listing Regulations, during the year cyber security risk has been included in the risk management plan and a Risk Management Policy with respect to Commodities, including through hedging has also been framed by the Company.

Covid -19 is an unprecedented risk and it has severely affected all the key dimensions of business operations both at national level and international level since March 2020. Nation wide lockdowns were announced across the world to minimize its impact. Currently, restrictions are being relaxed in a phased manner. Huge financial stimulus package has been announced by Indian government to support the economy. However, situation is still far from normal and uncertainty prevails over future.

This has resulted in impact of INR 360 crore on top line and INR 115 crore on bottom line during Q4 FY 2019-20. Covid-19 has impacted various key functions viz. Marketing, Human Resource, Finance function, Procurement function, Sales and Marketing Function, Manufacturing and plant operations, supply chain and logistics, Information Technology, etc. But with effective mitigation strategy put in place quickly, Dabur has been able to minimize this impact to a great extent. Dabur's COVID Management Strategy has covered – Employee well being, Brand Building, Driving Sales Growth, Streamlining supply chain and Community Welfare. Many new products across Healthcare, Home and Personal care and Foods categories have been launched targeting the growing consumer need for Immunity-boosters and Hygiene products. Dabur will continue taking steps to mitigate the impact of Covid-19.

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

Nature of business

There has been no change in the nature of business of the Company.

Dabur has a diverse portfolio consisting of a number of brands and sub-brands across the three verticals of Home and Personal care, Healthcare and Foods. In addition the Company has presence across various channels such as general groceries, chemists, organized retail and ecommerce. During the year, the company followed a channel focus strategy whereby each channel was leveraged through specific strategies and teams. This led to high growth in channels such as organized retail and ecommerce.

Post the Covid pandemic the Company launched a number of new products for immunity and in personal and home hygiene space.

During fiscal 2019-20 the following new products were launched:

In India:

• z Ethnic Masala Range of Juices in 2 additional variants Masala Mixed Fruit and Masala Aam Panna
• z Real Mixed Berries Juice
• z Real Aloe Vera Kiwi Juice
• z Real Fruit ORS
• z Real Koolerz INR 10 SKU of mango drink
• z Babool Ayurvedic Toothpaste
• z Dabur Glucoplus C Mango Flavour
• z Amla Kids Hair Oil and Shampoo
• z Range of 7 Ayurvedic Single Herb Churnaswhich includes three Immunity-boosters like GiloyChurna, AmlaChurna and Ashwagandha Churna. The other products in this range are Hareetaki (Harad) Churna, Neem Churna, Arjun ChhalChurna and Brahmi Churna
• z Fem Fruit Crème Bleach
• z Nature Care Kabz Over for treatment of constipation
• z A new variant of Hajmola called the HajmolaChatpati Hing
• z Two new fragrances in Odonil Aerosol Floral Bliss and Ocean Breeze
• z Dabur ArshoghaniVati, an Ayurvedic medicine beneficial for treatment of piles
• z Dabur Tulsi drops
• z Dabur Immunity Kit
• z Dabur Amla Juice
• z Dabur Giloy-Neem-Tulsi Juice
• z Dabur Hand Sanitize
• z Dabur &Dazzl Surface Sanitizers
• z Odonil Air Sanitizer

During the year, the Company focused on its power brands – Dabur Chyawanprash, Dabur Honey, Dabur Lal Tail, Dabur

Honitus, Pudin Hara, Dabur Red Paste, Dabur Amla Hair Oil, Real and Vatika. This led to strong growth in these brands in the first 11 months of the fiscal. The last month of the fiscal was impacted on account of the corona virus pandemic and associated lockdowns in India, which impacted the sales significantly.

In terms of distribution, the Company increased its direct reach from 1.1 million to 1.2 million, taking the total reach to 6.7 million outlets. Through its initiatives, it also saw strong growth in both Modern Trade and E-commerce channels. It expanded the village coverage to 55000 villages from 44,000 villages at the start of the year. This expansion in reach along with relevant portfolio has helped to increase penetration and post strong growth in rural areas.

In continuation of the region-focused and analytics-based initiative, RISE, the Company captured the insights and ideas from the 12 clusters of India and based on these insights launched the following products:

• z Real Fruit ORS was initially launched in North East and after witnessing strong demand for this product, it was expanded to pan-India
• z Anmol Green in Tamil Nadu to adhere to the region specific colour coding for hair oils

In addition to the product launches, it also stepped up on regional communication by partnering for events in particular geographies, communicating in region specific languages and partnering with regional celebrities for its products.

As the Company move along the course of RISE, it will continue to launch products and initiatives with different propositions and characteristics which are closer to the consumer's pulse in the respective markets.

During the year the company witnessed considerable improvements in its supply chain through project 'Lakshya' which entailed improving range availability at C&FA and distributors, improving lead time adherence, improving the OTIF (On-Time and In-Full) metric for modern retail, reducing logistics cost and finished good inventory. It also reduced the number of C&FAs from 32 to 26 as part of this initiative.

New product launches under International Business:

In Overseas markets

• z VatikaMenz Hair Tonic
• z Dabur Amla Keratin Serum
• z Dabur Herbolene Natural Jelly
• z Real Juices in UAE, Japan and Bahrain
• z Vatika Hair Wax
• z ORS Olive Oil Fix-It Range
• z Vatika Hair Food

• z Dabur Honitus Herbal Lozenges in UAE

• z Sea Salt Spray under the Hobby brand in Turkey

• z Kids Hair Gel under the Hobby brand in Turkey
• z BB Weightless Hair Mousse under the Hobby brand in Turkey
• z Dabur Organic Virgin Coconut Oil in GCC

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

Subsidiaries

Dabur Tunisie, a step down wholly owned subsidiary company which was decided to be dissolved during the financial year 17-18, is under process of liquidation and is expected to be completed by December, 2020.

Excel Investments (FZC) (previously FZE), in Sharjah, UAE, had become a step down subsidiary company of Dabur India Limited w.e.f. 20th August, 2019 upon acquisition of management control of this new subsidiary by Dabur International Limited (a wholly owned subsidiary of Dabur India Limited).

Pursuant to Section 129 (3) of the Act and Ind - AS 110 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries.

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

In terms of provisions of Section 136 of the Act, separate audited accounts of the subsidiary companies shall be available on website of the Company at www.dabur.com.

Report on the highlights of performance of Subsidiaries, Associates and Joint Venture Companies and their contribution to the overall performance of the company.

Pursuant to Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company is attached as Annexure 7 to this report.

Information with respect to financial position of the above entities can be referred in form AOC-1 which has been disclosed in the Consolidated Financial Statements.

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

The Company has in place a CSR policy in line with Schedule VII of the Act. As per the policy the CSR activities are focused not just around the plants and offices of the Company, but also in other geographies based on the needs of the communities. The four

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focus areas where special Community Development programmes are run are:

• 1. Eradicating hunger, poverty and malnutrition.
• 1. Promoting Health care including preventive health care.
• 1. Ensuring environmental sustainability.
• 1. Promotion of Education.

The annual report on CSR activities is furnished in Annexure 8 which is attached to this report..

Change in Capital Structure and Listing of Shares

The paid up share capital of the Company as on 31st March, 2020 is 1,76,70,63,892/- divided into 1767063892 equity shares of 1/ each. The Company's equity shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). During the year 772751 equity shares of ` 1/- each were allotted under ESOP scheme of the Company and admitted for trading on NSE and BSE.

The shares are actively traded on NSE and BSE and have not been suspended from trading.

Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

Disclosures

Number of Meetings of the Board

During the Financial Year 2019-20, 5 (five) number of Board Meetings were held. For details thereof kindly refer to the section `Board of Directors- Number of Board Meetings', in the Corporate Governance Report.

Disclosure on Audit Committee

The Audit Committee as on March 31, 2020 comprises of the following independent directors:

Mr. P.N Vijay (Chairman), Mr. R.C. Bhargava, Dr. S. Narayan, Dr. Ajay Dua, Mr. S.K. Bhattacharyya and Mr. Ajit Mohan Sharan as members. For more details kindly refer to the section `Committees of the Board - Audit Committee', in the Corporate Governance Report, which forms part of this Report.

All recommendations of Audit Committee were accepted by the Board of Directors.

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

Pursuant to provisions of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as Annexure 9 to this report.

Environmental, Health and Safety (EHS) Review

Details with respect to Environmental, Health and Safety (EHS) review are attached as Annexure 10 to this report.

Annual Return

The extract of Annual Return as on March 31, 2020 in the prescribed Form No. MGT-9, pursuant to Section 92 of the Act is available on the website of the Company at www.dabur.com at the link https://www.dabur.com/in/en-us/investor/investorinformation/annual-return.

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

Particulars of loans, guarantees and investments under Section 186 of the Act as at the end of the Financial Year 2019-20 are provided in the standalone financial statements (refer Note No. 47).

Contracts or arrangements with related parties under section 188(1) of the Act

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

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered 'material' (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in form AOC-2.

However, you may refer to Related Party transactions in Note No.54 of the Standalone Financial Statements.

Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Act, including rules made there under.

Disclosure on Public Deposits

During the year under review, the Company has neither accepted nor renewed any deposits in terms of Chapter V of the Act and Rules framed thereunder.

Disclosure on Vigil Mechanism

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

Disclosure on Cost Records

Pursuant to provisions of Section 134 of the Act read with Rule 8(5) of the Companies (Accounts) Rules, 2014 it is confirmed that maintenance of cost records as specified by the Central Government under Sub-Section (1) of section 148 of the Act, is required by the Company and accordingly such accounts and records are made and maintained.

Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013

At Dabur, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At Dabur, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Dabur.

The Company also has in place Prevention of Sexual Harassment Policy. This Anti-Sexual Harassment policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

The Direct Touch (Whistle-Blower & Protection Policy) policy also provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The policy also includes misconduct with respect to discrimination or sexual harassment.

The following is a summary of sexual harassment complaints received and disposed of during the year:

• z No. of complaints received: 0
• z No. of complaints disposed of: NA
• z No. of complaints pending: 0

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

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company`s operations in future.

Secretarial Standards

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly followed by the Company.

Industrial Relations

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

Acknowledgements

Your Directors place on record their gratitude to the Central Government, State Governments and Company's Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

For and on behalf of the Board

Place: New Delhi Chairman Date : 30 July, 2020 DIN: 00042050

AMIT BURMAN

Annexure 1

Dividend Distribution Policy

1. INTRODUCTION

The Company has in place a Dividend Policy since long. After incorporation of Regulation 43A in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as `Listing Regulations') the existing Dividend policy has been revised and framed according to the Listing Regulations and the Companies Act, 2013.

The Company aims at rewarding its shareholders by sharing a part of its profits after retaining sufficient funds for the growth of the Company. The Company has been able to pursue its aim over years and has been able to maintain fairness, consistency and sustainability while distributing profits to its shareholders. This policy has been framed with an objective to ensure the right balance between the quantum of Dividend paid and amount of profits retained in the business for various purposes. Towards this end, this Policy lays down various guidelines, factors and parameters to be considered by the Board of Directors of the Company while recommending/ declaring Dividend from time to time.

2. PURPOSE AND REGULATORY FRAMEWORK

As per Regulation 43A of the Listing Regulations, which requires top five hundred listed companies (based on market capitalization of every financial year) to formulate a Dividend Distribution Policy, the Company is required to formulate a Dividend Distribution Policy which shall be disclosed in its Annual Report and on its website. Accordingly, the Company has revised its existing Dividend Policy in line with the requirements of Listing Regulations and the Companies Act, 2013.

3. POLICY

A) Declaration of dividend only out of profits

Dividend shall be declared or paid only out of -

• i) Current Year's profit
• a) After providing for depreciation in accordance with law,
• b) After transferring to the reserves of the Company such percentage of profits as may be considered appropriate or as may be prescribed, or
• ii) The Profits for any previous financial year or years
• a) after providing for depreciation in accordance with law, and
• b) remaining undistributed, or
• iii) out of i) & ii) both

B) Set off of Losses and depreciation of previous years

Before declaring any dividend, the carried over previous losses and depreciation not provided in previous year or years must be set off against the profits of the Company for the current year.

C) Declaration of Dividend out of reserves

Board of directors should avoid the practice of Declaration of Dividend out of Reserves.

D) Amount of Dividend

Board of Directors shall endeavor to maintain the Dividend Payout Ratio* (Dividend/ Net Profit after Tax for the year) as near as possible to 50% of Dabur India Ltds standalone profit after tax OR 40% of Dabur India Ltds consolidated profit after tax, subject to

• Company's need for Capital for its growth plan
• Positive Cash Flow

(* To be reviewed every 2 to 3 years, if need be)

E) Timing

• 1. Interim Dividend
• ► Board of Directors to declare,
• ► Based on review of profits earned during the current year - to date one to three times a year.
• 1. Final Dividend
• ► Board of Directors to recommend to members for their approval,
• ► Based on review of profits arrived at as per audited financial statements, for the year,
• ► Maximum once in a year.
• F) Parameters / factors to be considered before declaring dividend
• 1) Financial parameters
  • ► Current year profits
  • ► Operating cash flow
  • ► Outstanding borrowings, including debt to equity ratio.
  • ► Cost of borrowings
  • ► Past dividend trends

• 2) Internal Factors that shall be considered for declaration of dividend

  • ► Outlook of the company in line with its business plan
  • ► Future capital expenditure program including
  • ─ New project
  • ─ Expansion of capacities of existing units
  • ─ Renovation/ Modernization
  • ─ Major Repairs & Maintenance

• ► Working capital requirements

• ► Likelihood of crystalization of contingent liabilities, if any
• ► Contingency Fund
• ► Acquisition of brands / businesses
• ► Sale of brands/ businesses.
• ► Restrictions in any agreements executed by the company.
• 3) External factors
• ► Prevailing regulatory and legal requirements, including tax regulations
• ► Industry trend
• ► State of economy in the country and worldwide.
• 4) Parameters that shall be adopted with regard to various classes of shares

Presently, the Authorized Share Capital of the Company is divided into equity shares of ` 1/-per share and accordingly, the issued and paid-up share capital of the Company comprises of only one class of equity shares.

As and when the Company shall issue other class of equity shares or other kind of shares, the Policy may be suitably amended.

G) Circumstances under which shareholders may or may not expect dividend

The Board of Directors shall consider the factors provided in this policy before determination of any dividend payout.

The shareholders of the Company may not expect Dividend under the following circumstances:

• In the event of inadequacy of profits or whenever the Company has incurred losses,
• Whenever the company undertakes or proposes to undertake a significant expansion Project or any acquisition or joint venture, requiring significant allocation of funds;

H) How the retained earnings will be utilised

The retained earnings shall be utilized for business purposes of the Company and to increase the value of the stakeholders in the long run. Utilization of retained earnings may be for:

• Acquisition of brands/ businesses;
• Entry into Joint Ventures;
• Expansion plans;
• Enhancement of production capacity;
• Modernization plans;
• Diversification of business;
• Long term Business plans;
• Declaration of any special dividend under any special circumstances, as permitted by law;
• Other such utilizations as may be deemed fit from time to time.

Disclosures

• The Company shall make appropriate disclosures as required under the Listing Regulations and the Companies Act, 2013.
• The Policy shall be disclosed in the Company`s Annual Report and website.
• If the company proposes to declare dividend on the basis of parameters in addition to the parameters/ factors mentioned in this policy or proposes to change such additional parameters or the dividend distribution policy contained in any of the parameters, it shall disclose such changes along with the rationale for the same in its annual report and on its website.

I) Amendments to the policy

The Policy may be amended, as and when deemed fit. Any or all provisions of this Policy would be subject to revision / amendment in accordance with the Rules, Regulations, Notifications etc. on the subject as may be issued by relevant statutory authorities, from time to time. In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities are not consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s) etc.

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Annexure 2

Independent Auditor's Certificate on Corporate Governance

To the Members of Dabur India Limited

• 1. This certificate is issued in accordance with the terms of our engagement letter dated 03 June, 2019.
• 1. We have examined the compliance of conditions of corporate governance by Dabur India Limited ('the Company') for the year ended on 31 March 2020, as stipulated in Regulations 17 to 27, Clauses (b) to (i) of Regulation 46(2), and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').

Management's Responsibility

1. The compliance of conditions of Corporate Governance is the responsibility of the management. This responsibility includes the designing, implementing and maintaining operating effectiveness of internal control to ensure compliance with the conditions of corporate governance as stipulated in the Listing Regulations.

Auditor's Responsibility

• 1. Pursuant to the requirements of the Listing Regulations, our responsibility is to express a reasonable assurance in the form of an opinion as to whether the Company has complied with the conditions of corporate governance as stated in paragraph 2 above. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
• 1. We have examined the relevant records of the Company in accordance with the applicable generally accepted auditing standards in India, the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India ('ICAI'), and Guidance Note on Reports

or Certificates for Special Purposes (Revised 2016) issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

1. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Opinion

• 1. Based on the procedures performed by us and to the best of our information and according to the explanations provided to us, in our opinion, the Company has complied, in all material respects, with the conditions of corporate governance as stipulated in the Listing Regulations during the year ended 31 March 2020.
• 1. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Restriction on use

1. This certificate is issued solely for the purpose of complying with the aforesaid regulations and may not be suitable for any other purpose.

For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No. 001076N/N500013

Anupam Kumar

Partner Place: New Delhi Membership No. 501531 Date :27 May, 2020 UDIN: 20501531AAAACT6955

Annexure 3

Policy on Appointment of Board Members

Constitution & Size

Members

• z Chairman
• z Promoter Family nominee(s)
• z Executive members
• z Independent members

Profile

• z Board should ideally comprise of 12 members

• z 50% of members should be independent

• z The Chairman should be elected by the Board and should be Non-Executive

• z Not more than 4 nominees from the Promoter's family including Chairman

The skill profile of independent Board Members will be driven by the key tasks defined by the Board for them

• z Independent Corporate Governance
• z Guiding strategy and Enhancing Shareholders Value
• z Monitoring Performance, Management Development & Compensation
• z Control & Compliance

Skill profile of Board Members (multiple skills could be combined in one individual)

	Key Skill Area/ Qualification		Essential/ positive Attributes	Desirable Attributes
1.	Strategy/ Business Leadership	z	2-3 years experience as a CEO, preferably of an MNC in India	FMCG experience
2.	Corporate Strategy Consultant	z	Consultant/Academician with experience in FMCG Industry and business strategy	Basic understanding of Finance
3.	Sales and Marketing experience	z z z	At least 10 years experience in sales and marketing Good understanding of commercial processes 2-3 years as head of sales or marketing	Experience with FMCG or other consumer products
4.	Corporate Law	z	Expert knowledge of Corporate Law	Experience in trade/ consumer related laws
5.	Finance	z	At least 5 years as a CEO or as head of a merchant banking operation	FMCG experience
6.	Trade Policy & Economics	z	Expert knowledge of Trade & Economic Policies	FMCG experience
7.	Administration & Government Relations	z	Retired Bureaucrat	Basic understanding of Finance & Business
8.	Ayurvedic specialist (till Ayurvedic specialities Business is part of FMCG business)	z	Ayurvedic doctor with a minimum of 20 years experience as a practitioner/ researcher	Basic understanding of Finance & Business

Other Directors could be based on company's priority at a particular time:

• z Knowledge of export markets that Dabur is focusing on
• z Commodity procurement expert

Board Diversity

• z There should not be concentration of Board Members based on a particular skill profile.
• z Board Member should be selected preferably from all the key skill areas defined earlier.
• z Gender diversity: Board should have at least one Women Director.

Criteria for Determining Independence of a Director

• 1. Should be a person of integrity and possesses relevant expertise and experience;
• 1. Should be a person other than a Managing Director or Whole Time Director or Nominee Director;
• 1. Should neither be nor have been a Promoter of the Company or its holding, subsidiary or associate company or member of the promoter group of the Company;
• 1. Should not be related to Promoters or Directors in the Company, its holding, subsidiary or associate company;
• 1. Apart from receiving sitting fees, should have or had no pecuniary relationship other than remuneration as such

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Dabur India Limited	Annual Report 2019-20	Overview	Management Reports	Statements	173

director or having transaction not exceeding ten per cent. of his total income or such amount as may be prescribed with the Company, its holding, subsidiary or associate company, or their Promoters, or Directors, during the two immediately preceding financial years or during the current financial year;

• 1. none of whose relatives—
• (i) is holding any security of or interest in the company, its holding, subsidiary or associate company during the two immediately preceding financial years or during the current financial year:

Provided that the relative may hold security or interest in the company of face value not exceeding fifty lakh rupees or two per cent. of the paid-up capital of the company, its holding, subsidiary or associate company or such higher sum as may be prescribed;

• (ii) is indebted to the company, its holding, subsidiary or associate company or their promoters, or directors, in excess of such amount as may be prescribed during the two immediately preceding financial years or during the current financial year;
• (iii)has given a guarantee or provided any security in connection with the indebtedness of any third person to the company, its holding, subsidiary or associate company or their promoters, or directors of such holding company, for such amount as may be prescribed during the two immediately preceding financial years or during the current financial year; or
• (iv) has any other pecuniary transaction or relationship with the company, or its subsidiary, or its holding or associate company amounting to two per cent. or more of its gross turnover or total income singly or in combination with the transactions referred to in sub-clause (i), (ii) or (iii);
• 1. Neither himself nor any of his relatives
• holds or has held the position of a Key Managerial Personnel or is or has been an employee of the company or its holding, subsidiary or associate company in any

of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

Provided that in case of a relative who is an employee, the restriction under this clause shall not apply for his employment during preceding three financial years.

• is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of –
• a firm of statutory auditors or secretarial auditors or Cost Auditors of the company or its holding, subsidiary or associate company; or
• any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;
• holds together with his relatives two percent or more of the total voting power of the company;
• is a Chief Executive or Director, by whatever name called of any Non-Profit Organization that receives twenty-five percent or more of its receipts from the company, any of its Promoters, Directors or its holding, subsidiary or associate company or that holds two percent or more of the total voting power of the company;
• is a material supplier, service provider, or customer or a lessor or lessee of the company;
• 1. Should not be less than 21 years of age;
• 1. who is not a non-independent director of another company on the board of which any Non-Independent Director of the Company is an Independent Director;
• 1. Shall possess such other qualifications as may be prescribed.
• 1. Shall not serve as Independent Director in
• more than 7 listed companies;
• more than 3 listed companies (if serving as a Whole Time Director in any listed company).

Annexure 4

Remuneration Policy

1. Objective :

We design our remuneration policy to attract, motivate and retain the Directors, 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. Pay mix is designed to reflect the performance and is aligned to the long term interest of the shareholders.

2. Policy :

Remuneration Design and Mix

• a) Total Fixed Pay: Enable us to attract, retain and develop the talent we need to succeed
• 1. Is competitive (50th to 60th percentile) with leading companies where we recruit for talent.
• 1. Reinforces roles and accountabilities.
• 1. Is flexible and supportive of our organization's growth.
• 1. Is responsive to specific market pressures in terms of getting key talent from the market.
• 1. Provides salary management guidelines so that decisions are made with confidence, integrity and speed.
• b) 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. Utilizes company, business unit/ department and individual- based metrics based on the principle of line of sight and impact.
• 1. Is supported by clear, frequent communication and simple tools to administer.
• c) 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. 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.
• 1. Utilizes company and business unit/department based metrics which are necessary for long term business sustenance and shareholder wealth creation.
• 1. Utilizes measures that are clear, strategically focused, and easily supported by our systems.
• 1. Provides suitable rewards that are meaningful to the performer, consistent with our strategy, and reinforce our culture.
• 1. Helps to make our pay competitive (70th to 90th percentile) with leading companies where we recruit for talent.

• d) Benefits: Provide programs that meet people's needs and are cost effective and utilize Innovative programs that make us distinctive as an organization

• 1. Be competitive with companies of our size and where we compete for talent.
• 1. Provide benefits that are truly meaningful to people, supported by highly effective communication and easy administrative support.
• 1. Provide benefits, services, or events that will make us distinctive in the marketplace and consistent with our culture and values.
• 1. Provide benefits that are cost effective from both an individual and a company perspective.
• e) Recognition: Utilize effective practices that are supported by innovative programs that reinforce our desired culture and make us a special place to work
• 1. Reinforces individual and team`s behavior that makes us more competitive, efficient, and important to our customers.
• 1. To create more employee touch points and recognition on formal and informal basis.
• 1. Utilize a variety of programs, events and activities that keep the process exciting.
• f) Annual Performance Linked Enhancement that recognizes the performance of the resource keeping in view the achievement of organizational goals and departmental goals.

g) Remuneration to Independent Directors:

• 1. Sitting Fee as approved by the Board.
• 1. Travel Cost and other out of pocket expenses for attending the Board & Committee Meetings.
• 1. No Stock options.
• 1. Remuneration (apart from sitting fee), including profit related commission, by whatever name called, for a period not exceeding 5 years (starting from 1.4.2019) as approved by Board of Directors of the Company, not exceeding 1% of the net profits of the Company in any financial year in terms of section 197 of the Companies Act, 2013 and computed in the manner referred in section 198 of the said Act.

Tools for an effective Remuneration Policy implementation:

• 1. Remuneration Benchmark studies
• 1. Compilation of Live data while recruiting talent
• 1. Talent attrition studies
• 1. Benchmarking with Best Industry Practices
• 1. Participation in various forums

		Corporate	Board &	Financial
174 Dabur India Limited	Annual Report 2019-20	Overview	Management Reports	Statements	175

Annexure 5A

Details under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

S.N. Particulars
			143: 1
			256: 1
			3:1
			2:1
			2:1
	f	Dr. Ajay Dua	3:1
			2:1
			1:1
	i	Mr. Ajit Mohan Sharan	2:1
			13%
			9%
			NA
			NA
			NA
	f	Dr. Ajay Dua	NA
			NA
			NA
	i	Mr. Ajit Mohan Sharan	NA
	j	Mr. Lalit Malik, Chief Financial Officer	9%
			8%
The percentage increase in the remuneration of employees in the financial year.			5%
rolls of the company.			5,237
Average percentile increase already remuneration.
	the company for the financial year. Officer, Company Secretary in the financial year.	The Ratio of the remuneration of each Director to the median remuneration of the employees of The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive median The number of permanent employees on the 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	a Mr. Mohit Malhotra, Whole Time Director and Chief Executive Officer b Mr. P D Narang, Whole Time Director c Mr. P N Vijay d Mr. R C Bhargava e Dr. S Narayan g Mr. Sanjay Kumar Bhattacharyya h Mrs. Falguni Sanjay Nayar a Mr. Mohit Malhotra, Whole Time Director and Chief Executive Officer b Mr. P D Narang, Whole Time Director c Mr. P N Vijay d Mr. R C Bhargava e Dr. S Narayan g Mr. Sanjay Kumar Bhattacharyya h Mrs. Falguni Sanjay Nayar k Mr. Ashok Kumar Jain, EVP (Finance) & Company Secretary The average percentile increase in the managerial remuneration has been 8% while for others it is about 7.9%. This is based on Remuneration Policy of the Company that rewards people differentially based on their contribution and also ensures that external market competitiveness and internal relativities are taken care of.

(vi) It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

NOTES:

• 1. Shares allotted under ESOP Scheme of the Company have not been included in the above.
• 1. No Commission was paid to Non Executive Independent Directors for last FY 18-19, therefore percentage increase in remuneration of these directors is not applicable in the above information.

Annexure 5B

Statement of particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March, 2020

Sl. No. Name, Designation/Nature of Duties, Qualifications Exp. (in Yrs.), Remuneration, Date of Appointment, Age (in Yrs.), Particulars of Last employment

1. *Duggal Sunil, Chief Executive Officer, B.E.(H), P.G.D.M., 39, 1,38,13,262, 20/05/1995, 63, All India Sales Operations Manager, Pepsi Foods Limited; 2. Gupta Arun, Executive Vice President - Corporate Affairs, B.Com.(H), C.A.,I.C.W.A., 34, 1,61,25,914, 01/07/2007, 58, Chief Financial Officer, Dabur Pharma Limited; 3. Jain Ashok Kumar, Executive Vice President - Finance and Company Secretary, B.Com., C.A., C.S. LLB, 33, 1,58,69,861, 17/08/1999, 57, Assistant Vice President - Finance ,Dabur Finance Limited; 4. Khan Adi Shahrukh, Executive Director – Operations, B.E., 34, 2,83,21,074, 07/05/2015, 57, Head of Operations- IBD, Dabur International Limited; 5. Krishnan V, Executive Director - Human Resources, B.Sc.- Engg, M.B.A., 34, 1,80,66,014, 22/04/2004, 56, Director - Corporate HR, Whirlpool of India Limited; 6. Malhotra Mohit, Chief Executive Officer, B.H.M, M.B.A, 26, 6,61,90,233, 01.04.2018, 51, Chief Executive Officer, Dabur International Limited, 7. Malik Lalit, Chief Financial Officer, B. Com., L.L.B., C.P. A., C.A., C.S., A.I.C.W.A., 31, 2,34,35,632, 19/11/2012, 53, Vice President - Finance & Accounts, Moser Baer India Limited; 8. Narang P.D., Group Director - Corporate Affairs, B.Com., F.C.A., M.I.I.A., F.C.S., A.I.C.W.A., 44, 10,85,19,720, 01/07/1983, 66, Management Accountant, Dabur (Dr. S K Burman) Pvt. Limited, 9. Ranjan Rajeev, Executive Vice President-Manufacturing, B.E., 30, 1,56,60,108, 08/09/2015, 52, Associate Director – Contract Manufacturing, Mondelez India Foods Pvt. Ltd.; 10. Sharma Adarsh, Executive Vice President – Sales, B.Com., M.B.A, 34, 1,75,02,186, 16/09/1991, 57, Assistant Sales Manager, UniPepsi Bottlers Limited.

Notes

• 1. (*) Asterisk against a name indicates that the employee was in service for part of the year
• 1. Gross remuneration shown above is subject to tax and comprises salary including arrears, allowances, rent, medical reimbursements, leave travel benefits, leave encashment, provident fund, superannuation fund & gratuity under LIC scheme in terms of actual expenditure incurred by the Company and commission.
• 1. All appointments are contractual in nature.
• 1. None of the employees mentioned above are related to any Director of the Company, except Mr. P D Narang, Mr. Sunil Duggal (resigned from directorship w.e.f.19/7/2019) and Mr. Mohit Malhotra who are themselves Directors of the Company.
• 1. 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 or along with his spouse and dependent children, not less than 2% of the equity shares of the Company

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Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	177

Annexure 6

Secretarial Audit Report for the Financial Year ended March 31, 2020

To

The Members Dabur India Limited 8/3, Asaf Ali Road New Delhi – 110002

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Dabur India Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on March 31, 2020 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2020 according to the provisions of:

• (i) The Companies Act, 2013 (the Act) and the rules made thereunder;
• (ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
• (iii)The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder to the extent of Regulation 76 of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;
• (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
• (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-
• (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

• (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

• (d) The Securities and Exchange Board of India (Share Based employee Benefits) Regulations, 2014;
• (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable
• (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client to the extent of securities issued;
• (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and Not Applicable
• (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not Applicable
• (vi) The other laws, as informed and certified by the management of the Company which are specifically applicable to the Company based on their sector/ industry are:
• 1. Forest Conservation Act, 1980.
• 1. Insecticides Act, 1968.
• 1. Biological Diversity Act, 2002.
• 1. Drug & Cosmetics Act, 1940.
• 1. Food Safety and Standards Act, 2006, rules and regulations made thereunder.
• 1. National Green Tribunal Act, 2010.

We have also examined compliance with the applicable clauses / Regulations of the following:

• (i) Secretarial Standards issued by The Institute of Company Secretaries of India.
• (ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance(and at a Shorter Notice for which necessary approvals obtained), 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.

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, as the case may be.

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, regulations and guidelines.

We further report that during the audit period, no specific events / actions took place having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

For Chandrasekaran Associates Company Secretaries

Rupesh Agarwal

Managing Partner Membership No. A16302 Place: New Delhi Certificate of Practice No. 5673 Date : 21 May, 2020 UDIN: A016302B000263043

Note:

• (i) This report is to be read with our letter of even date which is annexed as Annexure-A and forms an integral part of this report.
• (ii) Due to restricted movement amid COVID-19 pandemic, we conducted the secretarial audit by examining the Secretarial Records including Minutes, Documents, Registers and other records etc., and some of them received by way of electronic mode from the Company and could not be verified from the original records. The management has confirmed that the records submitted to us are the true and correct.
• (iii)This Report is limited to the Statutory Compliances on laws / regulations / guidelines listed in our report which have been complied by the Company up to the date of this Report pertaining to Financial Year 2019-2020. We are not commenting on the Statutory Compliances whose due dates are extended by Regulators from time to time due to COVID-19 or still there is time line to comply with such compliances.

Annexure-A to the Secretarial Audit Report

To

The Members Dabur India Limited 8/3, Asaf Ali Road New Delhi – 110002

• 1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
• 1. 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. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
• 1. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
• 1. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
• 1. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on the random test basis.
• 1. 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.

For Chandrasekaran Associates Company Secretaries

Rupesh Agarwal

Managing Partner Membership No. A16302 Place: New Delhi Certificate of Practice No. 5673 Date : 21 May, 2020 UDIN: A016302B000263043

Annexure 7

Report on the highlights of performance of Subsidiaries, Associates and Joint Venture companies and their contribution to the overall performance of the company is as under:

1. H & B Stores Ltd., India (Subsidiary)

The Company operates its specialised beauty retail business under the brand 'NewU'. These stores offer a wide range of international, domestic as well as private brands of beauty care, fragrance and personal care products and are located in premium high footfall malls and markets. Newu's store footprints are pan India with 111 stores in 39 cities. While most of the stores are company operated, company also has franchised stores operated by entrepreneurs while the products are supplied by the Company. Company operates online sales through its own portal www.newu.in and various other e-commerce websites. Company has continued focus on its own private labels and some exclusive international labels, which have good opportunity for growth in India.

2. Dermoviva Skin Essentials Inc., USA (Subsidiary)

Dermoviva operates in the hair care market for ethnic African population through Namaste Laboratories LLC. The subsidiary acquired two companies – i) D and A Cosmetics Proprietary Limited (carrying on the business of development, manufacturing and sale of personal care products, hair care and creams) and ii) Atlanta Body & Health Products Proprietary Limited (engaged in the business of sale of personal care products, hair care and creams) in FY 2018-19. Both companies are located in South Africa. D&A Cosmetics owns and operates the brand 'Long & Lasting' in South African market with a wide range of hair care products.

3. Namaste Laboratories LLC, USA (Subsidiary)

The Company is engaged in the business of manufacture, marketing and distribution of hair and other personal care products.

The Namaste business caters to Hair Care needs of the African American community and is a leader in the Hair Relaxers category. Although the overall hair relaxers category showed a decline, the market share of the Company rose by around 220 bps on account of Company's consistent distribution focus on the value priced new growth kit. In the naturals segment, the Company's brand Curls Unleashed continued to perform well and entered the emerging temporary hair colour segment under the sub-brand ColorBlast. The company became the first major manufacturer to enter this emerging segment. It also received positive response from consumers for the newly launched Fix IT wig and weave collection. Here again, the company is one of early entrants in a segment that is projected to grow significantly.

Overall, the Namaste's US business reported considerable improvement in topline and bottomline growth, led by its increased sales of styling and new products and the realized cost efficiencies.

Namaste also markets its brand in African markets. The sub-saharan region posted good growth during the year backed by efforts to localize manufacturing and strengthen distribution in key markets like East Africa, West Africa and Southern Africa.

4. Urban Lab International LLC, USA (Subsidiary)

The company is engaged in the business of the manufacture, marketing and distribution of hair and other personal care products. Urban Labs is based at Johannesburg, South Africa. The growth factors in driving the business are structural change in Distribution Model, expanding the exports to East African countries beyond SADC countries, launch and local manufacturing of new African brands.

5. Hair Rejuvenation & Revitalization Nigeria Ltd., Nigeria (Subsidiary)

The principal business activity of the Company is to engage in the business of the manufacture, marketing and distribution of hair and other personal care products in West Africa. The company's product portfolio is based upon ORS hair care products including relaxers, styling and nourishment products.

Dabur consolidated its multiple hub-and-spoke model under a national distribution arrangement, which has given us access to wide spectrum of sub-distributor network and shared direct-to-retail structure in top cities across Nigeria.

The year saw Dabur introduce Low Unit Price (LUP) sachet packs of pre-measured, no-Lye Relaxer, which helped our ORS business attain a leadership position in the market. We also developed an engaging stylist-hair association programme, which became extremely relevant during the economically tough times. The business has been following followed the Innovation & Renovation roadmap to launch a range of new products like Texturizers, Mayonnaise, Sanitizers and Salon specific multi-packs.

6. Healing Hair Lab International LLC, USA (Subsidiary)

The entity is a non-operating company.

7. Dabur (UK) Ltd., (Subsidiary)

The main activity of the company is making investments in step down subsidiaries.

8. Dabur International Ltd., (Subsidiary)

The principal business activity of the Company is distribution of FMCG products. The key categories that the Company

operates in are Hair Care, Oral Care and Skin Care and recently seeded Health Care and Foods categories.

During the year, the Company faced severe headwinds, particularly in the GCC markets on account of macroeconomic slowdown driven by declining Oil prices, which impacted category growth. The Covid pandemic further impacted the business towards end of the year. The Company took steps to mitigate the headwinds by improving the marketing mix and enhancing the value proposition to consumers, besides increasing spends on Traditional Media, Digital and on-ground activations. This helped us improve market shares in most categories within Hair Care, Oral Care and Skin Care. The company also introduced hand sanitizers and other hygiene products to capture the opportunity for these products post the pandemic outbreak.

9. Naturelle LLC, UAE (Subsidiary)

Naturelle LLC, located at Ras al Khaimah (RAK) is the manufacturing hub of Dabur International Ltd. The unit produces a wide range of hair care, oral care and skin care products. With a capacity of over 57,000 MT / 9 million cases of finished goods annually, the RAK unit caters to more than 70 countries. Aligned to the latest trends, RAK unit has taken the first step towards creating a digital "Industry 4.0" factory, by implementing "Manufacturing Execution System (MES)". This is inline with Dabur's vision of creating a smarter and leaner Operations. During the year, the plant continued its Kaizens for automation, energy savings and cycle time optimization.

10. Dabur Egypt Ltd., Egypt (Subsidiary)

The Company is engaged in the manufacturing and marketing of FMCG goods in hair care, skin care and oral care categories. Dabur Egypt, the largest market in Africa contributes to 12.4% of the International business. The business comprises brands such as Dabur Amla, Vatika, Miswak, Fem, Vatika Gel and Dabur Herbal Toothpaste. Dabur is a household name in hair care category with its strong foothold in the market, with 77.5% share in Hair Oils, 57.5% in Hair Creams and 64% In Hammam Zaith. In many other categories such as hair gels ,Vatika shampoo and oral care Dabur is the fastest growing brand with increasing market share.

During the year, the plant's annual capacity increased from 25,000MT to 27,000MT through investment in Tooth paste and Hammam cream manufacturing capacity. Using LEAN, TPM & CFT initiatives plant has optimized Cycle times, improved utilization and reduced wastages. Exports to COMESA and neighbourhood markets of MENA such as Palestine, Lebanon, Libya, Jordan, also grew in double digits.

The year 2019-20 proved to be challenging in terms of the overall business environment. Demand remained stressed due to low purchasing power on account of higher consumer inflation. Despite the overall macro-economic headwinds, the business posted strong growth during the year.

The Company offered targeted consumer promotions for its key Hair Oil, Hair Cream and Shampoo brands to drive consumer demand. The strategy bore results as Dabur inched up its market share across all key categories with all its leading brands witnessing strong growth. New initiatives undertaken during the year includes extension of the Amla franchise to Kids hair oil segment and introduction of local variants to the Vatika Hair Oil and Creams portfolio.

11. African Consumer Care Ltd., Nigeria (Subsidiary)

The company is engaged in the business of manufacturing and marketing of toothpastes, toilet cleaners etc., trading business of mosquito repellent cream and contract manufacturing of hair care products for a fellow subsidiary - Hair Rejuvenation and Revitalization Nigeria Limited. The manufacturing capacity of the Company is 3.6 lakh cases in Oral Care category, 1.0 lakh cases in the Skin & Baby Care Category and 2.7 Lakh cases for hair care products. The Company is becoming a hub for exporting toothpaste and hair care products to East Africa and Central Africa markets. Revenue of company has been increased significantly due to change in distribution model.

12. Dabur Nepal Pvt. Ltd., Nepal (Subsidiary)

The Company, one of the largest FMCG companies in Nepal, manufactures & markets wide range of Consumer goods under segments like Foods, Home Care, Personal Care etc. with products like Fruit Juices/Beverages, Chyawanprash, Glucose, Tooth Paste, Hair Oil, Digestive Tablets, Honey, etc. Food Segment has major share in turnover of the company of around 70%.

In FY 2019-20, the Business was under pressure largely on account of two majors disruptions viz: Implementation of VCTS by the Government of Nepal in Q2 & CoVid-19 in Q4.

The company however continued to gain shares in the highly salient and tracked categories. The company introduced new variants in its Beverage portfolio to meet the evolving consumer tastes. The company also launched Dabur Chatcola & Prostyle Cooling Hair Oil. It also started local manufacturing of popular brands like Meswak Toothpaste & Honitus Cough Drops. The company continues to drive distribution expansion in rural across Nepal along with a special focus towards the emerging urban channels like Modern Trade & E-commerce.

13. Asian Consumer Care Pakistan Pvt. Ltd., Pakistan (Subsidiary) &

14. Dabur Pakistan (Pvt.) Limited, Pakistan (Subsidiary)

Dabur in Pakistan posted a double digit topline growth in constant currency terms, despite facing lot of headwinds. These include currency devaluation, ban on import of Indian origin products and measures taken by the government to reduce imports. As a result, company faced financial pressure on the operating margins. However, the Company was able to overcome these challenges by sourcing raw material from other countries and converting maximum portfolio to local toll manufacturing.

15. Asian Consumer Care Pvt. Ltd., Bangladesh (Subsidiary)

Asian Consumer Care Private Limited a 76% subsidiary of Dabur International Limited, Dubai and rest 24% of the shareholding of the ACI Limited a company registered in Bangladesh.

The company manufactures & markets wide range of Consumer goods under segments like Food, Home Care, Personal Care etc. with products like Toothpaste, Hair Oil, Shampoo, Digestive Tablets, Honey, etc. In FY 2019-20 Segments like Toothpaste, Shampoo, Homecare has seen rapid growths.

Due to regional complexities and strong competitive market dynamics, the company's revenue declined by 13.2% in FY 2019-20.

The Company has plans to introduce new products in all categories and expand its rural reach. Company is optimistic about good business growth in coming years.

16. Hobi Kozmetikİmalat Sanayi ve Ticaret Anonim Sirketi, Turkey (Subsidiary)

Hobi Kozmetik is one of the pioneering personal care product manufacturers in Turkey that also owns a deeply rooted brand heritage. It is a market leader in Hair Gel and one of the major players in Liquid soap, body wash, economy shampoo and wet wipes categories. Its product list includes more than 200 personal care and cosmetics products in the categories like Hair Gels, Hair Sprays, Mousses, Hair Wax, Hair Conditioners, Shampoos, Hair Care Complexes, Body Creams, Hand and Body Lotions, Shower Gels, Liquid Hand Soaps, Shampoo and Conditioner and Hair Styling Series. While the hair styling and body wash categories are brand equity builders, hair care and liquid soap categories are volume drivers.

Hobi brand has a significant presence across Turkey including direct distribution to major chain stores. Hobi exports to 50+ countries across the globe and a Private Label business in USA & Europe. Hobi cosmetic has registered robust Revenue from operation growth of 38% despite tough Macro Economic situation in Turkey, viz. the consumer confidence index was at 10 year low, high inflation and increasing unemployment, liquidity issues due to high interest rates, volume decline in relevant FMCG categories.

Company has launched key hair styling extensions like kids hair gel, Mermaid and BB mousse to enter perfumery channels. Media advertising on hair styling category has helped in gaining market share in a declining category. Full shampoo range was relaunched with new packaging and bottle and has listed in major chain stores, which has helped in gaining significant Market Share. Vatika shampoo was launched and listed in gratis, one of the biggest perfumery chain in turkey. Under Liquid soap category, company has launched new variants Lemon and Mint and extended footprint in the premium category through Garden of Eden. Hobi has gained market share in the economy segment.

During FY 2019-20, sales of the company touched TL 226.9 million (PY 164.28million TL) and doubled the profit as compared to previous year.

17. Ra Pazarlama Limited Şirketi, Turkey (Subsidiary)

The Company markets the products produced by Hobi Kozmetik. It has expertise in distribution and handles all sales/distribution for Hobi products. Revenue from operation of the company realized as135.5 million TL for FY 2019-20. (PY 91.3 million TL) with a remarkable growth of 48%.

18. Dabur Lanka Pvt. Ltd., Sri Lanka (Subsidiary)

The Company has set-up a state of art fruit juice manufacturing facility at Yakadagala Estate, Kotadeniyawa, Sri Lanka. Its principal activity is to manufacture fruit based beverages utilizing imported fruit concentrates/ pulp and purees for export. These are processed and packed in Tetra cartons for export to India and other countries. The company has an allowance to sell up to 10% of the volume of the output to the local Sri Lanka market. During FY 2019- 20 the Company manufactured 11.09 lac cases of 1 litre and 3.30 lac cases of 200 ml juices.

19. Dabur Consumer Care Pvt. Ltd., Sri Lanka (Subsidiary)

Principal activity of the company is importing, distributing and dealing in all types of consumer care products such as health care, home care, hair care and personal care in the local Sri Lankan market. During FY 2019-20 the Company has not made imports and done any trading activity in domestic market.

20. Dabur Tunisie, Tunisia (Subsidiary)

The Company is being dissolved and liquidation is under process.

21. Dabur Pars, Iran (Subsidiary)

The principal business activity of the company is distribution of FMCG products. Despite the unstable macroeconomic environment, the company achieved IRR 90.2 billion sale having growth of 62.8% over last year. Distribution got further strengthened during 2019-20 with our entry into Modern Trade outlets such as HyperStar and Etka, while traditional trade reach increased to 6,000 outlets. We expanded our portfolio to depilatories with launch of Fem Hair Removing Cream in key cities. Localization of procurement was strengthened to improve speed to market to cater to increasing demand.

22. Dabur South Africa (Pty) Ltd., (Subsidiary)

This Company was incorporated in South Africa had bought over the assets of CTL Contracting Pty Ltd as a going concern in the year 2017. In the year 2018 it expanded its range

as a third party contractor for ORS brand SKU's to a fellow subsidiary - Urban Laboratories International LLC, Long & Lasting brand SKUs to a fellow subsidiary - D&A Cosmetics Proprietary Limited and also other private and local brands like Calsa (Personal Care), BOB Martin (Pet Care) etc.

23. D & A Cosmetics Proprietary Limited

The Company acquired in South Africa markets its products (namely relaxers, aftercare, weaves, braids, dreads, treatments and serums) under the brand name of Long and Lasting. Before acquisition the Company was focusing on Coastal areas like East London, Kwazu Natal, etc. Postacquisition it expanded its footprints in Non Coastal areas as well like Gauteng, Mpumalanga, etc. Long and Lasting range is manufactured in Dabur South Africa (Pty) Limited.

24. Atlanta Body & Health Products Proprietary Limited

A new company acquired in South Africa in 2018 is handling the salon business for Long and Lasting Brand. The Company`s Body and Health business was merged into the main company D&A Cosmetics Proprietary Limited post acquisition with transfer of all trained sales representative. This is a unique model where the company has managed to establish the brand at the grass root level. Product awareness and branding is the key function being carried out through this channel. Focus products are L&L Relaxer Kits, sprays, etc.

25. Excel Investments (FZC)

Excel Investment is a company based in UAE. The main activity of the company is making investments in step down subsidiaries.

26. Forum I Aviation Pvt. Ltd., India (Joint Venture)

The Company primarily operates in the aviation sector. It is working with existing fleet of two aircrafts viz. Hawker 800XP (VT-FAF) & Hawker 850XP (VT-KNB).

Contribution of Subsidiaries, Associates and Joint Venture companies to the overall performance of the company:

The subsidiary companies contributed to 29.4% of the consolidated revenue from operations of Dabur India Limited. Through these subsidiaries the company accesses its overseas markets in North America, Europe, Gulf, Africa and Asia. The overseas business witnessed headwinds during the year on account of economic and geo-political challenges in some of its key markets and then was impacted by coronavirus pandemic in the last month of the fiscal. Adverse currency fluctuations also impacted the business in markets like Egypt and Turkey. The business was further impacted by a slowdown across categories in GCC markets.Despite the challenges the company continued to invest in its overseas business by enhancing its supply chain and distribution footprint across the regions. By increasing the localization of manufacturing and supply chain,and focusing on digitization and process automationthe business is reducing costs and increasing its efficiency and flexibility to access the local markets. Some of these markets are in investment phase therefore the profit margins are not yet at par with company average. Therefore profit contribution from subsidiaries is little lower than sales contribution. However, this will improve with scale of business going up and the brands getting more established in these markets.

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	183

Annexure 8

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

A. Conservation of energy:

Growing cost of energy and its linkage with climate change impact is a major business concern at Dabur like any other industry. To tackle this issue, Dabur has decided to focus on improving process energy efficiency, find alternate sources of Diesel Generator to PNG Generator.

i) The steps taken or impact on conservation of energy:-

Some of the energy conservation and optimization measures adopted across the Company are outlined below:

• Installation & commissioning of 1MW rooftop Solar power plant at Tezpur plant in Assam.
• LED Lightings, Power Trading & Power factor at 0.99.
• Incorporating THE System before PHE at sugar process & replacing jacketed heating system of tank with THE.
• Usage of VFD & daylights in plants.
• Implementation of water saving techniques & improvements in plant leading to a High Impact savings of water usage - A step towards Zero Liquid Discharge (water tap design changed, re-circulation of vacuum pumps water and seal change). Total water saved is 44580 KL.
• Solar Power plant system for Canteen.
• Upgrading ETP which minimize the compressed air requirement & blower optimization by using timer.
• Productivity improvement in Hajmola.
• Upgradation of product conveyor & interlocking of hot air blower/compressed air.
• Energy conservation with the help of Occupancy sensor, Temperature controller & small machine modification in packing lines.
• Switching from shrink wrap to BOPP over wrap in Skin care.
• Introduction of energy efficient level 2 Transformer with lesser amount of core loss leading to energy savings.
• ii) The steps taken by the Company for utilizing alternate sources of energy:-

• Installation of 1MW rooftop Solar power plant at Tezpur plant in Assam.

• Usage of VFD & daylights in plants

• Solar Power plant system for Canteen
• iii) The capital investment on energy conservation equipments:-
• Power saved in 2019-20 was 18,38,200 KWH through 36 projects with capital investment of INR 186 lakhs.

B. Technology Absorption:

• i) The efforts made towards technology absorption and benefits derived like product improvement, cost reduction, product development, import substitution
• Installation of new technology Radio Shuttle Racking System.
• New High-speed line of multi SKU's for Hair Oil from Auto pack, Thailand
• Combi bloc juice line (SIG) Multiple variant running facility for Real Juice.
• Spectra Analyzer IR based Spectroscopy.
• Real time data capturing & messaging through SMS for Stability chamber installed in QA dept.
• Online data recording through automation of load cell mechanism in material lift.
• ii) 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, areas where absorption has not taken place and
the reasons thereof	: Not Applicable

• iii) The expenditure incurred on Research and Development:
• An expenditure of ` 38.99 crores was incurred towards Research and Development during the financial year 2019-20.

C. Foreign Exchange earnings and outgo:

The Foreign Exchange earned in terms of actual inflows during the Financial Year 2019-20: ` 244.62 crores.

The Foreign Exchange outgo in terms of actual outflows during the Financial Year 2019-20: ` 86.20 crores.

Annexure 9

Environmental, Health and Safety (EHS) Review

Dabur's Environment, Health & Safety (EHS) strategies are directed towards achieving the greenest and safest operations across all units by optimising usage of natural resources and providing a safe and healthy workplace. A brief on Environmental, Health and Safety (EHS) initiatives of the Company is as under:

Environment

Water and Waste Water Management: Dabur is continuously optimizing water consumption through process modification and adoption of new technologies. It strives to recycle back usable water from the effluents after treatment in order to reduce fresh water intake. The company has also implemented rain water harvesting facilities, which help to recharge ground water. Most of major manufacturing locations have adopted a zero discharge strategy.

Dabur is committed to implement 3R (Reduce, Reuse and Recycle) principle for conservation of water. Apart from Sewage Treatment Plant (STP) & Effluent Treatment Plant (ETP) at each plant, rain water harvesting systems and recharging of rain water is being complied as per statute in an Ethical manner. Other areas for improvement are recycling boiler blow down water, ash water recycling, re-use of treated waste water for Gardening, Road cleaning, Toilet Flushing Purpose & Fire Storage tank. 60 Lt/MT (1.7 %) fresh raw water consumption reduced in 2019-20 as compared to previous year. 60Lt/MT (4.8%) Effluent generation reduced in 2019-20 as compared to previous year.

Waste Recycling and Management: There has been increase in 4% Hazardous waste generation in 2019-20 as compared to previous year 2018-19. 8 MT E-waste was disposed to the approved e-waste recyclers in 2019-20.

Initiative promotes awareness about the importance of source segregation and recycling, and establishes systems to ensure effective practice. Dabur collaborates with local municipalities to train waste workers and rag-pickers in these concepts and to provide an efficient collection system that covers virtually all segments: households, offices, schools, hospitals, commercial establishments, etc. Proper segregation reduces the amount of waste going to landfills while the dry waste collected provides competitive raw material to several industries, e.g. glass, paper and plastic. Rag-pickers and waste workers also earn higher and more regular incomes. Along with other FMCG company's Dabur is also implementing several other waste management projects along the same lines but tailored to local situations, e.g. promoting home composting or involving women's self-help groups.

Effluent & Wastes

All locations have set up efficient discharge systems comprising ETPs and STPs. The characteristics of treated effluent are maintained below limits prescribed by respective SPCB. Monitoring of water quality parameters is conducted at Regular intervals with MOEF certified / SPCB recognised environmental laboratories. At all operating plants, 100% domestic water is treated in STP and recycled back for plantation development or sprayed to minimize fugitive dust emission. The treated effluent is utilised for dust suppression.

Most of the other solid wastes generated is sold to third party contractors for its appropriate disposal. A large percentage of non-hazardous waste disposed in this manner is eventually recycled or reused. Hazardous waste is stored and disposed as per Hazardous Wastes (Management, Handling and Trans boundary Movement), 2008 & its subsequent amendments. There have been no spills in the reporting year.

Plastic Wastes Management

Dabur is fully aware of its responsibility towards preserving nature. Every action at Dabur is a step towards a sustainable future. Under our Plastic Waste Management EPR activity, Dabur has collected ~12,000 tonnes of post-consumer Plastic Waste (both recyclable and non-recyclable) direct from the end-users with the help of around 15000 local rag-pickers, 100 Collection Centers, 30 local NGO's/Local Partners, 300 Trainings and Awareness Programs in ~130 Cities/Taluka of Twenty Five major states. These 25 states were Andhra Pradesh, Arunachal Pradesh, Assam, Bihar, Chandigarh, Chhattisgarh, Goa, Gujarat, Haryana, Himachal Pradesh, Jammu & Kashmir, Jharkhand, Karnataka, Kerala, Madhya Pradesh, Maharashtra, Delhi, Odisha, Punjab, Rajasthan, Tamil Nadu, Telangana, Uttar Pradesh, and Uttarakhand & West Bengal.

Moving forward on its commitment towards becoming a Plastic Waste Neutral Company by 2021, Dabur launched a unique Plastic Waste Collection drive. Under this initiative, christened 'My 10 Kg Plastic', Dabur supported by Indian Pollution Control Association (IPCA) is running a series of programs to build awareness about Plastic Waste Disposal and involves all individuals, societies, schools and offices in segregation and safe disposal of plastic waste.

The plastic waste collected under this initiative will be sent to waste collection centers established by IPCA across Delhi-NCR. This initiative will ensure that the collected plastic waste is sent to recyclers and disposal units, instead of ending up in landfills, rivers and oceans. Initially the programme was unveiled as part of EDMC's six week long 'Swacchta Hi Sewa – Plastic Waste Shramdaan Campaign' as a part of 150th Birth Anniversary of Mahatma Gandhi.

Dabur has always sought to operate its business with a strong regard for environmental sustainability. With 'My 10 Kg Plastic' campaign, Dabur wants to build awareness in the society and involve all stakeholders in creating a greener and cleaner society. Dabur began this initiative with EDMC and will soon be expanding this to other parts of the city and country.

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	185

While helping collect and process plastic waste on the one hand, Dabur has also been working towards spreading awareness and involving the community in this drive. Dabur is taking progressive steps to reduce plastic waste in cities while also raising awareness about plastic waste management.

Occupational Health and Safety

As a responsible and employee friendly organisation, Dabur ensures workplace Occupational Health & Safety (OHS) of its employees and continuously harness to adopt best available OHS systems at manufacturing facilities. In order to move ahead with this commitment, efforts have been made to step up safety standards at manufacturing facilities through safety surveillance and improved accounting and reporting of safety statistics. Safety remains top priority till the target of zero incidents is attained. All injury rate (AIR) of 0.07 was achieved as against 0.09 Last year.

All other sites demonstrated best ever safety performance with nil fatalities. All work is carried out through work permit system (PTW). EHS performance is measured through Monthly EHS dash board & plant compliance is audited through TUV, enforce plus portal, internal monitoring tool and also through External independent safety auditor.

Dabur has extensive Learning and Development (L&D) initiatives to aid the growth of its employees. These initiatives cover both functional and behavioral aspects. Various training program were conducted from time to time by internal and external faculties on Fire Fighting, First-Aid, Importance of safety, etc. During FY 2019-20, 2962 no of trainings were delivered with 49981 man-hours for both online and offline trainings.

49th National Safety Week was celebrated at all manufacturing locations during 4 - 10 March 2020. The celebrations involved employees and Contractors. "ENHANCE SAFETY & HEALTH PERFORMANCE BY USE OF ADVANCED TECHNOLOGIES" was the theme for celebration and programs like safety training, mock drill, awareness training on workplace safety & safety at home, safety quiz, mock drill were conducted. The programs focused to create awareness on key areas which include Hazardous Work Activity, Management of Change, New work permit, Petroleum Natural Gas (PNG) Safety & conducted tool box talk on current Corona Virus issue. The Company adopted a system of pre-employment and periodical medical examination for employees to ensure good health and to prevent occupational diseases. The health record of each employee is maintained at each manufacturing location.

	REPORT ON CSR ACT IVITIES FOR THE PERIOD APRIL 2019 - MARCH 2020
1	A brief out line of the company's CSR policy, 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, actively contribute to the Social, Economic and Environmental Development of the community in which we operate ensuring participation from the community and thereby create value for the nation. Our CSR Mission
		1.		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.		Ensuring environmental sustainability through ecological conservation and regeneration, protection & re-growth of endangered plant species, and promoting biodiversity.
				Projects or programmes proposed to be undertaken
		z		Eradicating Hunger, Poverty & Malnutrition
			■	Plan and implement integrated programmes aimed at improving nutrition levels among children and families in rural India, besides teaching them self-defence techniques
			■	Provision of food, nutrition supplement, clothes etc for the poor, children and other deprived sections of the society
		z		Health Care and Preventive Health Care programmes
			■	Promotion of health awareness & immunity building initiatives
			■	Healthcare awareness programme across rural and urban India to create awareness on Malaria, Dengue, Cancer, HIV-AIDS and any chronic disease
			■	Oral hygiene and dental health camps in schools to build awareness about the need for good oral care techniques and hygiene for overall health and well-being
			■	Health care camps across the country to give the urban and rural poor access to safe and reliable healthcare
			■	Supporting health and wellness of people through Wellness Centre, offering treatment as well as advice and medicines
			■	Promoting sanitation, making available safe drinking water.
		z		Ensuring Environment Sustainability
			■	Environment sustainability programmes to protect and revive endangered species of herbs & plants, enhancing livelihood of farmers, promoting agro-forestry,
			■	Tree Plantation Drive in schools, villages, area near our manufacturing units and business locations and other areas; Adoption of wastelands to cultivate plants; Promoting biodiversity
			■	Protection of flora & fauna, conservation of natural resources, maintaining quality of soil, air & water, adopting waste management initiatives
			■	Animal welfare and veterinary services
			■	Promoting alternate energy resources

	Corporate	Board &	Financial
Annual Report 2019-20	Overview	Management Reports	Statements	187

REPORT ON CSR ACT IVITIES FOR THE		PERIOD APRIL 2019 - MARCH 2020
	z	Promotion of Education especially among children, women, elderly
		and the differently abled including:
		■ Non-formal education programmes, Adult literacy for women
		■ Supporting schools with infrastructure like benches, toilets, potable water, fans etc.
		■ Supporting children for higher education
		■ Improving educational facilities in general, Supporting other educational institutions
	z	Programmes for Employment Enhancing Vocational Skills Development and Women Empowerment; setting up homes for women & orphans; setting up old-age homes & other facilities for senior citizens; setting up hostels for working and student women, day care centers for kids of working women
		Web link of CSR Policy : https://www.dabur.com/img/upload files/1136-dabur-india-ltd-csr-policy.pdf
2 The Composition of CSR Committee		CSR Committee consists of Dr. Ajay Dua (Chairman); Mr. P.N. Vijay & Mr. Sanjay Kumar Bhattacharyya, Independent Directors, and Mr. P.D. Narang & Mr. Mohit Malhotra, Executive Directors.
3 Average net profit of the company for last three		Net Profit for last three financial years:
financial years		FY 2018-19 : 1520.32 Cr; FY 2017-18 : 1364.02 Cr; FY 2016-17 :
		` 1255.10 Cr
		Average net profit: ` 1379.81 Cr.
4 Prescribed CSR Expenditure (two per cent of the		`27.60Cr.
amount as in item 3 above)
5 Detail of CSR spent during the financial year
(a) Total amount to be spent for the financial year `27.60 Cr.
Total amount spent during the financial year 2019-20		`27.80 Cr.
(b) Amount unspent, if any	N.A.
(c) Manner in which the amount spent during the
financial year is detailed below

							(H in Lacs)
(2)	(3)	(4)	(5)	(6)	(7)		(9)
Activity No.	CSR project or activity identified	Sector in which the Project is covered	(2) Specify the State and district where projects (1) Local area or other Projects or Programs or programs were undertaken	project or (budget) program Amount outlay wise	(1) Direct expenditure projects or programs Amount spent on the on projects or (2) Overheads Subheads: programs	Expenses 2019-20 FY	Direct or through Amount spent: implementing agency
	Eradicating Hunger, Poverty & Malnutrition
1A	nutrition needs of poor & Programmes to meet needy	Poverty & Malnutrition Eradicating Hunger,	1) Local area & Other area 2) Across India	800	Direct Expenditure	1395	Direct
1B	Swasthya and Suraksha (Health, Safety & Well- Being initiative)	Poverty & Malnutrition Eradicating Hunger,	Uttarakhand, Himachal 2) Uttar Pradesh, 1) Local area Pradesh	10	Direct Expenditure	24	Jivanti Trust , SUNDESH
	Promoting Healthcare including Preventive Healthcare
2A	mosquitoes and prevention Dengue Fighter initiative to generate awareness about from mosquito borne diseases	Promoting Healthcare including Preventive Healthcare	1) Local area & Other area Maharashtra, Tamil Nadu, Rajasthan 2) Uttar Pradesh,	0	Direct Expenditure	17	Direct
2B	Immue India Programme	Promoting Healthcare including Preventive Healthcare	1) Local area & Other area 2) Across India	0	Direct Expenditure	17	Direct
2C	Health Camps to provide easy access to reliable healthcare for poor & needy	Promoting Healthcare including Preventive Healthcare	1) Local area & Other area 2) Across India	35	Direct Expenditure	62	Direct
2D	Oral hygiene awareness Camps in schools	Promoting Healthcare including Preventive Healthcare	2) Uttar Pradesh, Madhya 1) Local area & Other area Pradesh, Maharashtra	100	Direct Expenditure	0	Direct
2E	Wellness Centre to treat people	Promoting Healthcare including Preventive Healthcare	1) Local area 2) Delhi	20	Direct Expenditure	8	Direct
2F	addressing health care needs of poor & needy Programmes for	Promoting Healthcare including Preventive Healthcare	1) Local area & Other area 2) Across India	400	Direct Expenditure	137	Direct

(2)	(3)	(4)	(5)	(6)	(7)		(9)
CSR project or activity identified Activity No.		Sector in which the Project is covered	(2) Specify the State and district where projects (1) Local area or other Projects or Programs or programs were undertaken	project or (budget) program Amount outlay wise	(1) Direct expenditure projects or programs Amount spent on the on projects or (2) Overheads Subheads: programs	Expenses 2019-20 FY	Direct or through Amount spent: implementing agency
Ayurvedic Health OPDs for Rag-picker		Promoting Healthcare including Preventive Healthcare	1) Local area 2) Delhi	13	Direct Expenditure	7	Jivanti Trust
Dabur Ayuvedic Centres		Promoting Healthcare including Preventive Healthcare	1) Local area & Other area 2) Across India	300	Direct Expenditure	0	Jivanti Trust
Research study on Ayuveda		Promoting Healthcare including Preventive Healthcare	1) Local area 2) Delhi	0	Direct Expenditure	8	Jivanti Trust
Prevention & Management Programmes for Diabetes		Promoting Healthcare including Preventive Healthcare	2) Uttar Pradesh 1) Other area	50	Direct Expenditure	37	Jivanti Trust
Ensuring Environment Sustainability
herbs & plants, enhancing Programmes to protect endangered species of livelihood of farmers 3A (i)		Ensuring Environment Sustainability	2) Chhattisgarh 1) Other area	225	Direct Expenditure	225	for Development - (Covenant Centre Jivanti Trust CCD)
herbs & plants, enhancing Programmes to protect endangered species of livelihood of farmers 3A (ii)		Ensuring Environment Sustainability	2) Andhra Pradesh 1) Other area		Direct Expenditure		Jivanti Trust (Kovel Foundation)
herbs & plants, enhancing Programmes to protect endangered species of livelihood of farmers 3A (iii)		Ensuring Environment Sustainability	2) Uttar Pradesh 1) Other area		Direct Expenditure		Jivanti Trust (Asha Gramodhyog)
herbs & plants, enhancing Programmes to protect endangered species of livelihood of farmers 3A (iv)		Ensuring Environment Sustainability	1) Other area 2) Orissa		Direct Expenditure		(Baitarani Initiative Jivanti Trust - BI)
herbs & plants, enhancing Programmes to protect endangered species of livelihood of farmers 3A (v)		Ensuring Environment Sustainability	2) Jammu & Kashmir, 1) Local area Assam		Direct Expenditure		Jivanti Trust (Pragya)

(1) S.
	(2)	(3)	(4)	(5)	(6)	(7)		(9)
No.	Activity No.	CSR project or activity identified	Sector in which the Project is covered	(2) Specify the State and district where projects (1) Local area or other Projects or Programs or programs were undertaken	project or (budget) program Amount outlay wise	(1) Direct expenditure projects or programs Amount spent on the on projects or (2) Overheads Subheads: programs	Expenses 2019-20 FY	Direct or through Amount spent: implementing agency
18	3A (vi)	herbs & plants, enhancing Programmes to protect endangered species of livelihood of farmers	Ensuring Environment Sustainability	1) Other area 2) Gujarat		Direct Expenditure		Jivanti Trust (Shri Kamdar Sahkari Umiya Majur Mandli Ltd.)
19	3A (vii)	herbs & plants, enhancing Programmes to protect endangered species of livelihood of farmers	Ensuring Environment Sustainability	2) Uttrakhand 1) Other area		Direct Expenditure		(Human India Jivanti Trust Society)
20	3A (viii)	herbs & plants, enhancing Programmes to protect endangered species of livelihood of farmers	Ensuring Environment Sustainability	2) Uttrakhand 1) Other area		Direct Expenditure		Jivanti Trust (Forest Research Institute)
21	3A (ix)	herbs & plants, enhancing Programmes to protect endangered species of livelihood of farmers	Ensuring Environment Sustainability	1) Other area 2) J&K		Direct Expenditure		Health Organisation Environment and Jivanti Trust (Ladakh (LEHO))
22	3B	livelihood and also protect Developing & supplying to local farmers free of cost to enhance their seeds and seedlings endangered species	Ensuring Environment Sustainability	2) Uttarakhand 1) Local area	70	Direct Expenditure	67	Direct
23	3C	Tree Plantation Drive	Ensuring Environment Sustainability	Uttarakhand, Himachal 2) Uttar Pradesh, 1) Local area Pradesh	15	Direct Expenditure	12	Jivanti Trust, SUNDESH
24	3D (i)	Promotion of Solar Energy	Ensuring Environment Sustainability	1) Local and Other area 2) Uttar Pradesh	20	Direct Expenditure	25	SUNDESH
25	3D (ii)	Promotion of Solar Energy	Ensuring Environment Sustainability	2) Rajasthan, Assam 1) Local area	20	Direct Expenditure	9	Jivanti Trust

(1)	(2)	(3)	(4)	(5)	(6)	(7)		(9)
S. No.	Activity No.	CSR project or activity identified	Sector in which the Project is covered	(2) Specify the State and district where projects (1) Local area or other Projects or Programs or programs were undertaken	project or (budget) program Amount outlay wise	(1) Direct expenditure projects or programs Amount spent on the on projects or (2) Overheads Subheads: programs	Expenses 2019-20 FY	Direct or through Amount spent: implementing agency
26	3E	Water Conservation Project in Rajasthan + Water ATM	Ensuring Environment Sustainability	1) Local area 2) Rajasthan	20	Direct Expenditure	29	Jivanti Trust
27	3F (i)	Plastic Waste Recycling and Disposal	Ensuring Environment Sustainability	2) Uttar Pradesh, Gujrat 1) Local and Other area	37	Direct Expenditure	7	Direct
28	3F (ii)	Plastic Waste Recycling and Disposal	Ensuring Environment Sustainability	2) Uttar Pradesh, Gujrat 1) Local and Other area	190	Direct Expenditure	105	Jivanti Trust
4		Promoting Education including Special Education
29	4A (i)	Programmes for promoting education through NFEs, Remedial classes	Promoting Education including Special Education	2) Uttar Pradesh, 1) Local area	11	Direct Expenditure	12	SUNDESH
30	4A (ii)	Programmes for promoting education through NFEs, Remedial classes	Promoting Education including Special Education	2) Assam, Uttarakhand, Himachal Pradesh 1) Local area	7	Direct Expenditure	4	Jivanti Trust
31	4B (i)	renovation work, sanitation facilities, benches & desks, libraries learning paintings educational aids such as potable water facility, Programmes like School Support etc.	Promoting Education including Special Education	2) Uttar Pradesh 1) Local area	80	Direct Expenditure	70	SUNDESH
32	4B (ii)	Programmes like renovation benches & desks, potable work, sanitation facilities, water facility, educational learning paintings etc. aids such as libraries School Support	Promoting Education including Special Education	2) Rajasthan, Assam, J&K, Uttarakhand, Himachal 1) Local area Pradesh	200	Direct Expenditure	154	Jivanti Trust
33	4C	Programmes for Adult Literacy Centres	Promoting Education including Special Education	Uttarakhand, Himachal 2) Uttar Pradesh, 1) Local area Pradesh	6	Direct Expenditure	8	Jivanti Trust, SUNDESH

(1)	(2)	(3)	(4)	(5)	(6)	(7)		(9)
No. S.	Activity No.	CSR project or activity identified	Sector in which the Project is covered	(2) Specify the State and district where projects (1) Local area or other Projects or Programs or programs were undertaken	project or (budget) program Amount outlay wise	(1) Direct expenditure Amount spent on the projects or programs on projects or (2) Overheads Subheads: programs	Expenses 2019-20 FY	Direct or through Amount spent: implementing agency
5		Providing Employment Generating Vocational Skills and Women Empowerment
34	5A (i)	Vocational Training to women and villagers	Providing Employment Generating Vocational enhancement projects Skills and livelihood	2) Uttar Pradesh 1) Local area	36	Direct Expenditure	36	SUNDESH
35	5A (ii)	Vocational Training to women and villagers	Providing Employment Generating Vocational enhancement projects Skills and livelihood	2) Assam, Uttarakhand, Himachal Pradesh 1) Local area	28	Direct Expenditure	24	Jivanti Trust
36	5B	Promoting & managing Self Help Groups for women	Providing Employment Generating Vocational enhancement projects Skills and livelihood	Uttarakhand, Himachal 2.) Uttar Pradesh, 1.) Local area Pradesh	11	Direct Expenditure	16	Jivanti Trust, SUNDESH
6		Promotion of Sports
37	6A	Programmes for football training in Tezpur	Promotion of Sports	1) Local area 2) Assam	6	Direct Expenditure	6	Jivanti Trust
	7	Special Initiative
38	7A	Support for fighting COVID-19 pandemic	Promoting Healthcare including Preventive Healthcare	2) Across India 1) Other area	0	Direct Expenditure	120	Direct
8		Incidental Expenses
39	8A	expenses for running these Incidental & administrative programmes	Incidental Expenses	2) Uttar Pradesh 1) Local area	140	Overhead	139	Direct
TO	TAL				2,850		2,780
6		In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in the Board report: Not Applicable
7		We hereby confirm that the implementation and monitoring of CSR Policy, is in compliance with Company's CSR objectives (i.e. CSR Vision and CSR Mission) and CSR Policy of the Company.
CEO	(Mohit Malhotra)			Chairman - CSR Committee (Dr. Ajay Dua)

Independent Auditor's Report

To the Members of Dabur India Limited

Report on the Audit of the Standalone Financial Statements

Opinion

• 1. We have audited the accompanying standalone financial statements of Dabur India Limited ('the Company'), which comprise the Balance Sheet as at 31 March, 2020, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
• 1. 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 Companies Act, 2013 ('Act') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards ('Ind AS') specified under Section 133 of the Act, of the state of affairs of the Company as at 31 March, 2020, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

1. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act.

Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ('ICAI') together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

• 1. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
• 1. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter	How our audit addressed the key audit matter
A. Revenue recognition	Our key procedures included, but not limited to, the following:
Refer note 32 to the standalone financial statements. Revenue of the Company consists primarily of sale of products and is recognized when control of products being sold is transferred to customer and there is no unfulfilled obligation.	a) Assessed the appropriateness of the Company's revenue recognition accounting policies, including those relating to rebates and trade discounts by comparing with the applicable accounting standards;
Revenue is measured at fair value of the consideration received or receivable and is accounted for net of rebates, trade discounts.	b) Tested the design and operating effectiveness of the general IT control environment and the manual controls for recognition of revenue, calculation of discounts and rebates;
The estimation of discounts, incentives and rebates recognized, related to sales made during the year, is material and considered to be complex and subject to judgments. The complexity mainly relates to various discounts, incentives	c) Performed test of details: i. Tested, on a sample basis, sales transactions to the underlying supporting documentation which includes goods dispatch notes and shipping documents;
and scheme offers, diverse range of market presence and complex contractual agreements/commercial terms across those markets. Therefore, there is a risk of revenue being misstated as a result of inaccurate estimates of discounts and rebates.	ii. Reviewed, on a sample basis, sales agreements and the underlying contractual terms related to delivery of goods and rebates to assess the Company's revenue recognition policies with reference to the requirements of the applicable accounting standards;
	iii.Assessed the Company's process for recording of the accruals for discounts and rebates as at the year-end for the prevailing incentive schemes;

Key audit matter	How our audit addressed the key audit matter
The Company also focuses on revenue as a key performance measure, which could create an incentive for overstating revenue by influencing the computation of rebates and discounts. Considering the materiality of amounts involved, significant judgements related to estimation of rebates and discounts, the same has been considered as a key audit matter.	iv. Tested, on a sample basis, discounts and rebates recorded during the year to the relevant approvals and supporting documentation which includes assessing the terms and conditions defined in the prevalent schemes and customer contracts; v. Obtained supporting documentation for a sample of credit notes issued after the year end to determine whether the transaction was recognized in the correct accounting period; and vi. Assessed if there is any modification to, or other impact on the contracts with customers due to COVID 19 outbreak. d) Compared the discount, incentives and rebates of the current year with the prior year for variance/trend analysis and where relevant, conducted further inquiries and testing to corroborate the variances by considering both internal and external benchmarks, overlaying our understanding of industry practices and recent changes in economic environment .
	e) Assessed the appropriateness of the Company's description of the accounting policy, disclosures related to discounts, incentives and rebates and whether these are adequately presented in the standalone financial statements.
B. Litigations and claims - provisions and contingent liabilities Refer note 45A and 48 to the standalone financial statements. The Company is involved in direct, indirect tax and other litigations ('litigations') that are pending with different statutory authorities. The level of management judgement associated with determining the need for, and the quantum of, provisions for any liabilities arising from these litigations is considered to be high. This judgement is dependent on a number of significant assumptions and assessments which involves interpreting the various applicable rules, regulations, practices and considering precedents in the various jurisdictions. This matter is considered as a key audit matter, in view of the uncertainty regarding the outcome of these litigations, the significance of the amounts involved and the subjectivity involved in management's judgement as to whether the amount should be recognized as a provision or only disclosed as contingent liability in the standalone financial statements.	Our key procedures included, but not limited to, the following: a) Assessed the appropriateness of the Company's accounting policies relating to provisions and contingent liability by comparing with the applicable accounting standards; b) Assessed the Company's process and the underlying controls for identification of the pending litigations and completeness for financial reporting and also for monitoring of significant developments in relation to such pending litigations; c) Assessed the Company's assumptions and estimates in respect of litigations, including the liabilities or provisions recognized or contingent liabilities disclosed in the standalone financial statements. This involved assessing the probability of an unfavorable outcome of a given proceeding and the reliability of estimates of related amounts; d) Performed substantive procedures on the underlying calculations supporting the provisions recorded; e) Assessed the management's conclusions through understanding relevant judicial precedents in similar cases and the applicable rules and regulations; f) Obtained legal opinions from the Company's external legal counsel, where appropriate; g) Engaged subject matter specialists to gain an understanding of the current status of litigations and monitored changes in the disputes, if any, through discussions with the management and by reading external advice received by the Company, where relevant, to validate management's conclusions; and h) Assessed the appropriateness of the Company's description of the accounting policy, disclosures related to litigations and whether these are adequately presented in the standalone financial statements.

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	195

How our audit addressed the key audit matter
Our key procedures included, but not limited to, the following:
a) Assessed the appropriateness of the relevant accounting policies of the Company, including those relating to recognition and measurement of financial instrument by comparing with the applicable accounting standards;
b) For instrument valued at fair value:
i. Assessed the availability of quoted prices in liquid markets;
ii. Assessed whether the valuation process is appropriately designed and captures relevant valuation inputs; iii. Performed testing of the inputs/assumptions used in the valuation; and
iv. Assessed pricing model methodologies and assumptions against industry practice, recent changes in economic environment and valuation guidelines
c) For instrument valued at amortized cost:
Assessed the instrument for impairment by evaluating if there is any significant increase in credit risk, which mainly involves: i. Evaluating the credit rating of individual instrument, where relevant, to assess if there is any rating downgrade due to recent changes in economic environment;
ii. Evaluating the regularity of the interest payment and principal repayment as per agreed plan/term of issuance of instrument, where applicable; and iii.Obtained the valuations of instruments, where required; d) Assessed the appropriateness of the Company's description of the accounting policy and disclosures related to investments and whether these are adequately presented in the standalone financial statements.
The aforementioned instruments are valued at amortized cost or fair value through other compressive income (FVTOCI) depending upon the requirements of Ind AS 109, Financial of amounts involved, judgements involved in determining of impairment/ recoverability of instruments measured at amortized cost which includes assessment of market data/conditions and the valuation basis and the complexities involved in the valuation of instruments carried at FVTOCI which includes assessment of the available trading yield of relevant instruments and impact of the COVID 19 outbreak on the assumptions considered for such

Information other than the Standalone Financial Statements and Auditor's Report thereon

1. The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Report on Corporate Governance and Director's Report, but does not include the standalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and those Charged with Governance for the Standalone Financial Statements

1. The accompanying standalone financial statements have been approved by the Company's Board of Directors. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under Section 133 of the Act. 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; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

• 1. Inpreparingthestandalonefinancialstatements,Management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
• 1. Those Board of Directors is also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

• 1. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
• 1. As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• • Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
• • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal

financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls;

• • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management;
• • Conclude on the appropriateness of Management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern; and
• • Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
• 1. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
• 1. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
• 1. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to its Directors during the year in accordance with the provisions of and limits laid down under Section 197 read with Schedule V to the Act.

2. 1. As required by the Companies (Auditor's Report) Order, 2016 ('the Order') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order.
3. 1. Further to our comments in Annexure A, as required by Section 143(3) of the Act, based on our audit, we report, to the extent applicable, that:
4. 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 of the accompanying standalone financial statements;
5. b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
6. c) the standalone financial statements dealt with by this report are in agreement with the books of account;
7. d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;
8. e) on the basis of the written representations received from the Directors and taken on record by the Board of Directors, none of the Directors is disqualified as on 31 March, 2020 from being appointed as a Director in terms of Section 164(2) of the Act;
9. f) we have also audited the internal financial controls with reference to standalone financial statements of the Company as on 31 March, 2020 in conjunction with our audit of the standalone financial statements

of the Company for the year ended on that date and our report dated 27 May, 2020 as per Annexure B expressed unmodified opinion; and

• 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 (as amended), in our opinion and to the best of our information and according to the explanations given to us:
• i. the Company, as detailed in note 45A to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March, 2020;
• ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March, 2020;
• iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March, 2020; and
• iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November, 2016 to 30 December, 2016, which are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable.

For Walker Chandiok & Co LLP

Chartered Accountants Firm's Registration No.: 001076N/N500013

Anupam Kumar

Partner Place : New Delhi Membership No.: 501531 Date : 27 May, 2020 UDIN: 20501531AAAACO7385

Annexure A

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

• (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets comprising 'property, plant and equipment', 'capital work-in-progress', 'investment property' and 'other intangible assets'.
• (b) The fixed assets comprising 'property, plant and equipment', 'capital work-in-progress' and 'investment property' have been physically verified by the Management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.
• (c) The title deeds of all owned immovable properties (which are included under the head 'property, plant and equipment', capital work-in-progress and 'investment property') are held in the name of the Company. In respect of immovable properties in the nature of buildings that have been taken on lease and disclosed under the head property, plant and equipment in the standalone financial statements, the lease agreements are in the name of the Company, where the Company is the lessee as per the lease agreement.
• (ii) In our opinion, the Management has conducted physical verification of inventory at reasonable intervals during the year, except for goods-in-transit and stocks lying with third parties. For stocks lying with third parties at the year-end, written confirmations have been obtained by the Management. No material discrepancies were noticed on the aforesaid verification.

• (iii) The Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships (LLPs) or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of Clauses 3(iii)(a), 3(iii)(b) and 3(iii)(c) of the Order are not applicable.

• (iv) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of investments and guarantees. Further, in our opinion, the Company has not entered into any transaction covered under Section 185 and Section 186 of the Act in respect of loans and security.

• (v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of Clause 3(v) of the Order are not applicable.
• (vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Company's products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
• (vii) (a) Undisputed statutory dues including provident fund, employees' state insurance, income-tax, salestax, service tax, duty of customs, duty of excise, value added tax, cess, goods and services tax and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.
• (b) The dues outstanding in respect of income-tax, sales-tax, service-tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:

Name of the statute	Nature of dues	Amount (in ₹ crores)	Amount paid under protest (in ₹ crores)	Period to which the amount relates	Forum where dispute is pending
Central Sales Tax Act, Local Sales Tax Act and Value Added Tax	Value Added Tax /Central Sales Tax	40.25		5.72 1999-00 to 2017-18	Assessing Authority / Commissioner's Level / Revisional Board
		63.47		29.60 1997-98 to 1999-00, 2001-02,2005-06 to 2007-08, 2009-10 to 2017-18	The Customs, Excise and Service Tax Appellate Tribunal (CESTAT)

Statement of Disputed Dues

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	199

Name of the statute	Nature of dues	Amount (in ₹ crores)	Amount paid under protest (in ₹ crores)	Period to which the amount relates	Forum where dispute is pending
		21.25		1.40 1991-92,1993-94 to 1994-95,1996-97 to 1999-00, 2006-07 to 2012-13	Hon'ble High Courts
Central Excise Act, 1944	Excise duty	20.92		0.32 1994-95 to 1999-00, 2004-05 to 2015-16	Commissioner's Level
		0.23		- 1995-96,2000-01, 2003-04 to 2007-08, 2010-11 to 2017-18	Commissioner (Appeals)
		54.91		8.81 1996-97 to 2002-03, 2005-06 to 2017-18	CESTAT
		39.46		- 2006-07 to 2017-18	Hon'ble High Court
Finance Act, 2004 and Service-tax Rules	Service tax	0.17		- 2007-08 to 2010-11	CESTAT
The Indian Stamp Act, 1899	Stamp duty	15.30		3.83 2007 to 2015	Hon'ble High Courts
The Income- tax Act, 1961	Income tax	451.25 *		- 2015-16 and 2016-17	Commissioner of Income Tax ("CIT(A)")
		122.19		- 2007-08 to 2014-15	Income Tax Appellate Tribunal (ITAT)
		0.47		- 2002-03,2005-06 and 2006-07	Hon'ble High Courts
		8.43		- 2006-07	Supreme Court

* includes ₹ 349.92 crores pertaining to rectification of mistake filed by the Company on 20 February 2020.

• (viii) The Company has not defaulted in repayment of loans or borrowings to any bank or financial institution or government during the year. The Company did not have any outstanding debentures during the year.
• (ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purposes for which the loans were obtained.
• (x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.
• (xi) Managerial remuneration has been provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.
• (xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of Clause 3(xii) of the Order are not applicable.
• (xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act,

where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable Ind AS.

• (xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.
• (xv) In our opinion, the Company has not entered into any noncash transactions with the directors or persons connected with them covered under Section 192 of the Act.
• (xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Walker Chandiok & Co LLP

Chartered Accountants Firm's Registration No.: 001076N/N500013

Anupam Kumar

Partner Place: New Delhi Membership No.: 501531 Date : 27 May, 2020 UDIN: 20501531AAAACO7385

Annexure B

Independent Auditor's Report on the internal financial controls with reference to the standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ('the Act')

1. In conjunction with our audit of the standalone financial statements of Dabur India Limited ('the Company') as at and for the year ended 31 March 2020, we have audited the internal financial controls with reference to financial statements of the Company as at that date.

Responsibilities of Management and Those Charged with Governance for Internal Financial Controls

1. The Company's Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting ('the Guidance Note') issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Company's business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor's Responsibility for the Audit of the Internal Financial Controls with Reference to Financial Statements

• 1. Our responsibility is to express an opinion on the Company's internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the ICAI prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements, and the Guidance Note issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects.
• 1. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial

controls with reference to financial statements includes obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

1. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

1. A company's internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Financial Statements

1. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	201

to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

1. In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such controls were operating effectively as at 31 March, 2020, based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For Walker Chandiok & Co LLP

Chartered Accountants Firm's Registration No.: 001076N/N500013

Anupam Kumar

Partner Place: New Delhi Membership No.: 501531 Date : 27 May, 2020 UDIN: 20501531AAAACO7385

Standalone Balance Sheet

as at 31 March, 2020

	(All amounts in J		crores, unless otherwise stated)
Particulars	Note	31 March, 2020	31 March, 2019
ASSETS
Non-current assets
a) Property, plant and equipment	6A	1,060.75	971.88
b) Capital work-in-progress	6B	105.83	21.69
c) Investment property	6C	48.38	49.37
d) Other intangible assets	6D	25.15	15.37
e) Financial assets
(i) Investments	7	1,084.16	2,236.74
(ii) Loans	8	16.78	13.14
(iii) Others	9	403.27	77.64
f) Deferred tax assets (net)	25	21.62	-
g) Non-current tax assets (net)	10	0.86	0.86
h) Other non-current assets	11	68.12	67.74
Total non-current assets		2,834.92	3,454.43
Current assets
a) Inventories	12	809.14	732.90
b) Financial assets
(i) Investments	13	1,382.67	725.40
(ii) Trade receivables	14	379.63	431.46
(iii) Cash and cash equivalents	15	2.87	23.16
(iv) Bank balances other than (iii) above	16	522.73	101.55
(v) Loans	17	1.22	4.56
(vi) Others	18	9.25	14.12
c) Other current assets	19	157.68	91.20
Total current assets		3,265.19	2,124.35
Total assets		6,100.11	5,578.78
EQUITY AND LIABILITIES
Equity
a) Equity share capital	20	176.71	176.63
b) Other equity	21	4,397.52	3,792.19
Total equity		4,574.23	3,968.82
Liabilities
Non-current Liabilities
a) Financial liabilities (i) Borrowings	22	24.68	26.05
(ii) Other financial liabilities	23	4.66	4.56
b) Provisions	24	54.69	52.76
c) Deferred tax liabilities (net)	25	-	8.32
Total non-current liabilities		84.03	91.69
Current liabilities
a) Financial liabilities
(i) Borrowings	26	89.28	108.72
(ii) Trade payables
Due to Micro and Small Enterprises	27	44.59	54.61
Due to Others	27	987.86	943.71
(iii) Other financial liabilities	28	137.29	264.83
b) Other current liabilities	29	55.33	57.48
c) Provisions	30	122.80	81.09
d) Current tax liabilities (net)	31	4.70	7.83
Total current liabilities		1,441.85	1,518.27
Total liabilities		1,525.88	1,609.96
Total equity and liabilities		6,100.11	5,578.78
Summary of Significant accounting policies	5

The accompanying notes are an integral part of these standalone financial statements

This is the Standalone Balance Sheet referred to in our report of even date.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

Chartered Accountants Firm's Registration No.: 001076N/N500013

Partner Chairman Whole Time Director Whole Time Director Membership No.:501531 DIN: 00042050 DIN: 08346826 DIN: 00021581

Date : 27 May, 2020 M. No.: FCS 4311

Ashok Kumar Jain Lalit Malik Place : New Delhi EVP (Finance) and Company Secretary Chief Financial Officer

Anupam Kumar Mr. Amit Burman Mohit Malhotra P.D. Narang

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	203

Standalone Statement of Profit and Loss

for the year ended 31 March, 2020

		(All amounts in J	crores, unless otherwise stated)
Particulars	Note	31 March, 2020	31 March, 2019
Income
Revenue from operations	32	6,309.80	6,273.19
Other income	33	276.90	274.74
Total income		6,586.70	6,547.93
Expenses
Cost of materials consumed	34	2,449.37	2,262.51
Purchases of stock-in-trade		865.22	984.91
Changes in inventories of finished goods, stock-in-trade and work-in-progress	35	(69.89)	10.09
Employee benefits expense	36	578.26	572.33
Finance costs	37	19.27	29.80
Depreciation and amortisation expense	38	129.93	108.83
Other expenses
Advertisement and publicity		514.26	490.75
Others	39	591.81	585.36
Total expenses		5,078.23	5,044.58
Profit before exceptional items and tax		1,508.47	1,503.35
Exceptional items	40	100.00	-
Profit before tax		1,408.47	1,503.35
Tax expense	41
Current tax		425.40	369.28
Deferred tax		(187.28)	(130.22)
Total tax expense		238.12	239.06
Net profit for the year		1,170.35	1,264.29
Other comprehensive income	42
A (i) Items that will not be reclassified to profit or loss		(29.74)	1.04
(ii) Income tax relating to items that will not be reclassified to profit or loss		10.39	(0.22)
B (i) Items that will be reclassified to profit or loss		35.00	(5.20)
(ii) Income tax relating to items that will be reclassified to profit or loss		(8.15)	1.21
Total other comprehensive income		7.50	(3.17)
Total comprehensive income for the year		1,177.85	1,261.12
Earnings per equity share
Basic H	43	6.62	7.16
Diluted H		6.60	7.13

Summary of Significant accounting policies 5

The accompanying notes are an integral part of these standalone financial statements

This is the Standalone Statement of Profit and Loss referred to in our report of even date.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

Chartered Accountants Firm's Registration No.: 001076N/N500013

Partner Chairman Whole Time Director Whole Time Director Membership No.:501531 DIN: 00042050 DIN: 08346826 DIN: 00021581

Date : 27 May, 2020 M. No.: FCS 4311

Anupam Kumar Mr. Amit Burman Mohit Malhotra P.D. Narang

Ashok Kumar Jain Lalit Malik

Place : New Delhi EVP (Finance) and Company Secretary Chief Financial Officer

Standalone Cash Flow Statement

for the year ended 31 March, 2020

(All amounts in J crores, unless otherwise stated) Particulars 31 March, 2020 31 March, 2019 A CASH FLOW FROM OPERATING ACTIVITIES Profit before tax 1,408.47 1,503.35 Adjustments for: Depreciation and amortisation expense 129.93 108.83 Loss / (Profit) on disposal of property, plant and equipment (net) 1.76 (0.89) Share based payment expense 36.48 63.46 Provision for disputed liabilities 4.50 8.94 Provision for employee benefits 9.37 0.47 Finance costs 17.88 25.99 Interest income (214.23) (228.76) Unrealised foreign exchange (gain)/loss (net) (3.70) 2.93 Expected credit loss / impairment of financial and non-financial assets 1.11 2.03 Gain on fair valuation of financial instruments (net) (1.13) (0.79) Net gain on sale of financial assets measured at FVTPL (16.90) (6.15) Net gain on sale of financial assets measured at FVTOCI (6.90) (1.45) Net gain on sale of financial assets measured at Amortised Cost (1.87) - Exceptional items (refer note 40) 100.00 - Operating profit before working capital changes and other adjustments 1,464.77 1,477.96 Working capital changes and other adjustments: Inventories (76.24) (28.10) Trade receivables 53.94 (112.39) Current and non-current financial assets 13.35 0.29 Other current and non-current assets (67.11) 28.06 Trade payables 33.40 37.75 Other current and non-current financial liabilities (0.57) 14.74 Other current liabilities and provisions 2.17 24.82 Cash flow from operating activities post working capital changes 1,423.71 1,443.13 Direct taxes paid (net of refund) (268.94) (319.56) Net cash flow from operating activities (A) 1,154.77 1,123.57 B CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of property, plant and equipment, capital work-in-progress and intangible assets (264.54) (125.28) Proceeds from disposal of property, plant and equipment 11.52 4.08 Purchase of investments / bank deposits (8,123.69) (5,392.77) Proceeds from sale of investments / bank deposits 7,818.87 5,710.25 Interest received 226.30 220.43

Net cash flow (used in) / flow from investing activities (B) (331.54) 416.71

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	205

Particulars	31 March, 2020	31 March, 2019
C CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of equity share capital	0.08	0.48
(Repayment of) / Proceeds from non-current borrowings (including current maturities)	(175.00)	0.02
(Repayment of) / Proceeds from current borrowings (net)	(3.93)	3.15
Payment of lease liabilities	(11.06)	-
Dividend paid	(512.45)	(1,324.71)
Dividend distribution tax paid	(105.33)	(272.30)
Finance costs paid	(18.31)	(26.03)
Net cash used in financing activities (C)	(826.00)	(1,619.39)
Decrease in cash and cash equivalents (A+B+C)	(2.77)	(79.11)
Cash and cash equivalents at the beginning of the year	(20.24)	57.80
Net unrealised foreign exchange gain	1.26	1.07
Cash and cash equivalents at the end of the year	(21.75)	(20.24)
Note:
Cash and cash equivalent (as per note 15 to the standalone financial statements)	2.87	23.16
Balances with banks in cash credit accounts (refer note 26)	(21.53)	(27.73)
Balances with banks in over draft accounts (refer note 26)	(3.09)	(15.67)
Cash and cash equivalent as per Standalone Cash Flow Statement	(21.75)	(20.24)

Note: The above Standalone Statement of Cash Flows has been prepared under the 'Indirect Method' as set out in Ind AS 7, 'Statement of Cash Flows'.

The accompanying notes are an integral part of these standalone financial statements

This is the Standalone Cash Flow Statement referred to in our report of even date.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

Chartered Accountants Firm's Registration No.: 001076N/N500013

Partner Chairman Whole Time Director Whole Time Director Membership No.:501531 DIN: 00042050 DIN: 08346826 DIN: 00021581

Anupam Kumar Mr. Amit Burman Mohit Malhotra P.D. Narang

Ashok Kumar Jain Lalit Malik Place : New Delhi EVP (Finance) and Company Secretary Chief Financial Officer Date : 27 May, 2020 M. No.: FCS 4311

—————————————————————————————————————
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DOOC Normal FC haboa Jeav and the
C C C C C

q E n s i e g n a h C f o t n e m e t a t S e n o al d n a t S	y t ui
for the year ended 31 March, 2020
Equity share capital * A.	(All amounts in J crores, unless otherwise stated)
Particulars	Number of shares	Amount
Balance as at 1 April, 2018	1,76,15,20,510	176.15
Issued during the year	47,70,631	0.48
Balance as at 31 March, 2019	1,76,62,91,141	176.63
Balance as at 1 April, 2019	1,76,62,91,141	176.63
Issued during the year	7,72,751	0.08
Balance as at 31 March, 2020	1,76,70,63,892	176.71
*

refer note 20
Other equity ** B.
Particulars			Reserves and surplus			comprehensive income (OCI) Other	Total
	Capital reserve	Securities premium	Share option outstanding account	General reserve	Retained earnings	instruments through OCI Debt
Balance as at 1 April, 2018	26.92	230.25	92.60	513.43	3,187.07	0.44	4,050.71
Profit for the year	-	-	-	-	1,264.29	-	1,264.29
Other comprehensive income for the year
Re-measurements gain on defined benefit plans (net of tax of H 0.22 crores)	-	-	-	-	0.82	-	0.82
Net fair value loss on investment measured through OCI (net of tax of crores) H 1.21	-	-	-	-	-	(3.99)	(3.99)
Transfer from share option outstanding account on exercise of options	-	94.98	(94.98)	-	-	-	-
Recognition of share based payment expenses (refer note 36)	-	-	63.46	-	-	-	63.46
Share based payment for employees of subsidiaries	-	-	13.91	-	-	-	13.91
Transactions with owners in their capacity as owners
Dividends (refer note 44)	-	-	-		- (1,597.01)		- (1,597.01)
Balance as at 31 March, 2019	26.92	325.23	74.99	513.43	2,855.17	(3.55)	3,792.19
** refer note 21

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Particulars				Reserves and surplus			comprehensive income (OCI) Other	Total
		Capital reserve	Securities premium	Share option outstanding account	General reserve	Retained earnings	instruments through OCI Debt
Balance as at 1 April, 2019		26.92	325.23	74.99	513.43	2,855.17	(3.55)	3,792.19
Profit for the year		-	-	-	-	1,170.35	-	1,170.35
Other comprehensive income for the year
defined on Re-measurements loss crores)	of H 10.39 of tax plans (net benefit	-	-	-	-	(19.35)	-	(19.35)
8.15 crores)	Net fair value gain on investment measured through OCI (net of tax of H	-	-	-	-	-	26.85	26.85
Transfer from share option outstanding account on exercise of options		-	26.98	(26.98)	-	-	-	-
Recognition of share based payment expences (refere note 36)		-	-	36.48	-	-	-	36.48
Share based payment for employees of subsidiaries		-	-	8.78	-	-	-	8.78
Transactions with owners in their capacity as owners		-	-	-	-	-	-	-
Dividends (refer note 44)		-	-	-	-	(617.78)	-	(617.78)
Balance as at 31 March, 2020		26.92	352.21	93.27	513.43	3,388.39	23.30	4,397.52
** refer note 21	This is the Standalone Statement of Changes in Equity referred to in our report of even date. The accompanying notes are an integral part of these standalone financial statements
Firm's Registration No.: 001076N/N500013 For Walker Chandiok & Co LLP Chartered Accountants	For and on behalf of the Board of Directors
Membership No.:501531 Anupam Kumar Partner	Mr. Amit Burman DIN: 00042050 Chairman			Whole Time Director DIN: 08346826 Mohit Malhotra			Whole Time Director DIN: 00021581 P.D. Narang
May, 2020 Place : New Delhi Date : 27	EVP (Finance) and Company Secretary Ashok Kumar Jain M. No.: FCS 4311			Chief Financial Officer Lalit Malik

irm's Registration No.: 001076N/N500013 or Walker Chandiok & Co LLP Chartered Accountants	For and on behalf of the Board of Directors
Inupam Kumar	Mr. Amit Burman	Mohit Malhotra	P.D. Narang
artner	Chairman	Whole Time Director	Whole Time
1embership No.:501531	DIN: 00042050	DIN: 08346826	DIN: 00021
	$\begin{array}{cccccccc}\n1 & 1 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 &$ Ashok Kumar Jain	$\begin{array}{cccccccc}\n\mathbf{r} & \mathbf{r} & \mathbf{r} & \mathbf{r} & \mathbf{r} & \mathbf{r} & \mathbf{r} & \mathbf{r}\n\end{array}$ Lalit Malik

Summary of significant accounting policies and other explanatory information

1. Company information

Dabur India Limited (the 'Company') is a domestic public limited Company with registered office situated at 8/3, Asaf Ali Road, New Delhi – 110002 and is listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company is one of the leading fast moving consumer goods (FMCG) players dealing in consumer care and food products. It has manufacturing facilities across the length and breadth of the country and research and development center in Sahibabad, U.P and selling arrangements primarily in India through independent distributors. However, most of the institutional sales are handled directly by the Company.

2. Generalinformationandstatementofcompliance with Ind AS

These standalone financial statements ('financial statements') of the Company have been prepared in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013 ('the Act') and other relevant provisions of the Act. The Company has uniformly applied the accounting policies during the periods presented.

The financial statements are presented in Indian Rupees ('`') which is also the functional currency of the Company.

The financial statements for the year ended 31 March, 2020 were authorized and approved for issue by the Board of Directors on 27 May, 2020. The revision to the financial statements is permitted by the Board of Directors after obtaining necessary approvals or at the instance of regulatory authorities as per provisions of the Act.

3. Basis of preparation

The financial statements have been prepared on going concern basis in accordance with accounting principles generally accepted in India. Further, the financial statements have been prepared on historical cost basis except for certain financial assets and financial liabilities and share based payments which are measured at fair values as explained in relevant accounting policies.

Amountin the financial statements are presented in ` crores, unless otherwise stated. Certain amounts that are required to be disclosed and do not appear due to rounding-off are expressed as 0.00.

for the year ended 31 March, 2020 (All amounts in H crores, unless otherwise stated)

4. Recent accounting pronouncements

Ministry of Corporate Affairs ("MCA") notifies new accounting standards or amendments to the existing accounting standards. There is no such notification which should have been published from 01 April, 2020.

5. Summary of significant accounting policies

The financial statements have been prepared using the significant accounting policies and measurement bases summarized below.

a. Current / non-current classification:

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 the Act. Deferred tax assets and liabilities are classified as non-current assets and non-current liabilities, as the case may be.

b. Revenue recognition:

• Revenue from sale of products is recognized when control of products being sold is transferred to customer and when there are no longer any unfulfilled obligations. The performance obligations in contracts are considered as fulfilled in accordance with the terms agreed with the respective customers.

Revenue is measured at fair value of the consideration received or receivable and are accounted for net of returns, rebates and trade discount. Sales, as disclosed, are exclusive of goods and services tax.

The Company considers the terms of the contract and its customary business practices to determine the transaction price. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods to a customer, excluding amounts collected on behalf of third parties (for example taxes collected on behalf of government). The consideration promised in a contract with a customer may include fixed consideration, variable consideration (if reversal is less likely in future), or both.

The transaction price is allocated by the Company to each performance obligation in an amount that depicts the amount of consideration to which it expects to be entitled in exchange for transferring the promised goods to the customer.

For each performance obligation identified, the Company determines at contract inception whether it satisfies the performance obligation over time or satisfies the performance obligation at a point in time.

When either party to a contract has performed its obligation, an entity shall present the contract in the balance sheet as a contract asset or a contract liability, depending on the relationship between the entity's performance and the customer's payment.

• • Income from export incentives such as duty drawback, premium on sale of import licenses and lease license fee are recognized on accrual basis when no significant uncertainties as to the amount of consideration that would be derived and as to its ultimate collection exist.
• • Rental income is recognized on a straight-line basis over the terms of the lease, except for contingent rental income which is recognized when it arises and where scheduled increase in rent compensates the lessor for expected inflationary costs.
• • Interest income is recognized using effective interest method.
• • Dividend income is recognized at the time when the right to receive is established by the reporting date.
• • Other incomes have been recognized on accrual basis in the financial statements, except when there is uncertainty of collection.

c. Property, plant and equipment:

Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. These tangible assets are held for use in production, supply of goods or services or for administrative purposes.

• • Cost comprises purchase cost, freight, duties, taxes and other expenses directly incidental to acquisition, bringing the asset to the location and installation including site restoration up to the time when the asset is ready for intended use. Such costs also include borrowing cost if the recognition criteria are met.

• • When a major inspection/repair occurs, its cost is recognized in the carrying amount of the property, plant and equipment as a replacement if the recognition criteria are satisfied. Any remaining carrying amount of the cost of previous inspection/ repair is derecognized. All other repair and maintenance are recognized in the Standalone Statement of Profit and Loss as incurred.

• • Depreciation on property, plant and equipment is provided over the useful lives of assets as specified in Schedule II to the Act except where the Management, has estimated useful life of an asset supported by the technical assessment, external or internal i.e., higher or lower from the indicative useful life given under Schedule II. The Management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

• • Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows:

Description	Useful lives(upto)
Leasehold land	Over lease period
Building	60 years
Plant and machinery	15 years
Furniture and fixtures	10 years
Vehicles	8 years
Office equipment	10 years

The residual value and useful life is reviewed annually and any deviation is accounted for as a change in estimate.

• • Components relevant to property, plant and equipment, where significant, are separately depreciated on straight line basis in terms of their life span assessed by technical evaluation in item specific context.
• • For new projects, all direct expenses and direct overheads (excluding services of non-exclusive nature provided by employees in Company's regular payroll) are capitalized till the assets are ready for intended use.
• • During disposal of property, plant and equipment, any profit earned / loss sustained towards excess / shortfall of sale value vis-a-vis carrying cost of assets is accounted for in Standalone Statement of Profit and Loss.

d. Capital work-in-progress and intangible assets under development:

Capital work-in-progress and intangible assets under development represents expenditure incurred in respect of capital projects / intangible assets under development and are carried at cost. Cost comprises of purchase cost, related acquisition expenses, development / construction costs, borrowing costs and other direct expenditure.

e. Investment property:

Properties held to earn rentals or / and for capital appreciation or both but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes,

are categorized as investment properties. These are measured initially at cost of acquisition, including transaction costs and other direct costs attributable to bringing asset to its working condition for intended use. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any. The cost shall also include borrowing cost if the recognition criteria are met. Said assets are depreciated on straight line basis based on expected life span of assets which is in accordance with Schedule II of the Act.

Significant parts of the property are depreciated separately based on their specific useful lives as follows:

Description	Useful lives(upto)
Leasehold land	Over lease period
Building	60 years

Any gain or loss on disposal of investment properties is recognized in Standalone Statement of Profit and Loss.

Fair value of investments properties under each category are disclosed under note 6C to the standalone financial statements. Fair values are determined based on the evaluation performed by an accredited external independent valuer applying a recognized and accepted valuation model or estimation based on available sources of information from market.

Transfers to or from the investment property is made only when there is a change in use and the same is made at the carrying amount of investment property.

f. Intangible assets:

• • Intangible assets acquired separately are measured on initial recognition at cost of acquisition. The cost comprises of purchase price and directly attributable costs of bringing the assets to its working condition for intended use. Intangible assets arising on acquisition of business are measured at fair value as at date of acquisition. In case of internally generated assets, measured at development cost subject to satisfaction of recognition criteria (identifiability, control and future economic benefit) in accordance with Ind AS 38 'Intangible Assets'.
• • Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment loss, if any.
• • Intangible assets with finite lives are amortized on a straight-line basis over the estimated useful economic life. The amortization expense on intangible assets with finite lives is recognized in the Standalone Statement of Profit and Loss.

• Amortization of intangible assets such as softwares is computed on a straight-line basis, at the rates representing estimated useful life of up to 5 years. The brands and trademarks acquired as part of business combinations normally have a remaining legal life of not exceeding ten years but is renewable every ten years at little cost and is well established.

g. Government subsidy / grants:

Government grant is recognized only when there is a reasonable assurance that the entity will comply with the conditions attached to them and the grants will be received.

• • Subsidy related to assets is recognized as deferred income which is recognized in the Standalone Statement of Profit and Loss on systematic basis over the useful life of the assets.
• • Purchase of assets and receipts of related grants are separately disclosed in Standalone Statement of Cash Flow.
• • Grants related to income are treated as other operating income in Standalone Statement of Profit and Loss subject to due disclosure about the nature of grant.

h. Impairment of non-financial assets

At each reporting date, the Company assesses whether there is any indication based on internal / external factors, that an asset may be impaired. If any such indication exists, the recoverable amount of the asset or the cash generating unit (CGU) is estimated. If such recoverable amount of the asset or CGU to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount and the reduction is treated as an impairment loss and is recognized in the Standalone Statement of Profit and Loss. If, at the reporting date, there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount. Impairment losses previously recognized are accordingly reversed in the Standalone Statement of Profit and Loss. An asset is deemed impairable when recoverable value is less than its carrying cost and the difference between the two represents provisioning exigency.

i. Impairment of financial assets:

In accordance with Ind AS 109 'Financial Instruments', the Company applies expected credit loss ('ECL') model for measurement and recognition of impairment loss for financial assets. ECL is the weighted-average of difference between all contractual cash flows that are due to the

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	211

Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate, with the respective risks of default occurring as the weights. When estimating the cash flows, the Company is required to consider:

• • All contractual terms of the financial assets (including prepayment and extension) over the expected life of the assets;
• • Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

j. Trade receivables:

In respect of trade receivables, the Company applies the simplified approach of Ind AS 109 'Financial Instruments', which requires measurement of loss allowance at an amount equal to lifetime expected credit losses. Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument.

k. Other financial assets:

In respect of its other financial assets, the Company assesses if the credit risk on those financial assets has increased significantly since initial recognition. If the credit risk has not increased significantly since initial recognition, the Company measures the loss allowance at an amount equal to 12-month expected credit losses, else at an amount equal to the lifetime expected credit losses.

When making this assessment, the Company uses the change in the risk of a default occurring over the expected life of the financial asset. To make that assessment, the Company compares the risk of a default occurring on the financial asset as at the balance sheet date with the risk of a default occurring on the financial asset as at the date of initial recognition and considers reasonable and supportable information, that is available without undue cost or effort, that is indicative of significant increases in credit risk since initial recognition. The Company assumes that the credit risk on a financial asset has not increased significantly since initial recognition if the financial asset is determined to have low credit risk at the balance sheet date.

l. Financial instruments:

Initial recognition and measurement

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument and are measured initially at fair value adjusted for transaction costs, except forthose carried at fair value through profit orloss which are measured initially at fair value. Subsequent measurement of financial assets and financial liabilities is described below:

Non-derivative financial assets

Subsequent measurement

• Financial assets carried at amortized cost

A financial asset is measured at the amortized cost, if both the following conditions are met:

• a. The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows; and
• b. Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest ('SPPI') on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate ('EIR') method.

• Investments in equity instruments of subsidiaries and joint ventures

Investments in equity instruments of subsidiaries and joint ventures are accounted for at cost in accordance with Ind AS 27 'Separate Financial Statements'.

• Investments in other equity instruments

Investments in equity instruments which are held for trading are classified as at fair value through profit or loss ('FVTPL'). For all other equity instruments, the Company makes an irrevocable choice upon initial recognition, on an instrument by instrument basis, to classify the same either as at fair value through other comprehensive income ('FVTOCI') or fair value through profit or loss ('FVTPL'). Amounts presented in other comprehensive income are not subsequently transferred to profit or loss. However, the Company transfers the cumulative gain or loss within equity. Dividends on such investments are recognized in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment.

• Debt instruments

Debt instruments are initially measured at amortized cost, fair value through other comprehensive income ('FVTOCI') orfair value through profit orloss ('FVTPL') till de-recognition on the basis of:

• a. the entity's business model for managing the financial assets and
• b. the contractual cash flow characteristics of the financial asset.

a. Measured at amortized cost

Financial assets that are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows that are solely payments of principal and interest, are subsequently measured at amortized cost using the EIR method less impairment, if any. The amortization of EIR and loss arising from impairment, if any is recognized in the Standalone Statement of Profit and Loss.

b. Measured at fair value through other comprehensive income

Financial assets that are held within a business model whose objective is achieved by both, selling financial assets and collecting contractual cash flows that are solely payments of principal and interest, are subsequently measured at fair value through other comprehensive income. Fair value movements are recognized in the other comprehensive income ('OCI'). Interest income measured using the EIR method and impairment losses, if any are recognized in the Standalone Statement of Profit and Loss. On de-recognition, cumulative gain or loss previously recognized in OCI is reclassified from the equity to 'other income' in the Standalone Statement of Profit and Loss.

c. Measured at fair value through profit or loss

A financial asset not classified as either amortized cost or FVTOCI, is classified as FVTPL. Such financial assets are measured at fair value with all changes in fair value, including interest income and dividend income if any, recognized as 'other income' in the Standalone Statement of Profit and Loss.

• Investments in mutual funds

Investments in mutual funds are measured at FVTPL.

De-recognition of financial assets

A financial asset is primarily de-recognized when the contractual rights to receive cash flows from the asset have expired or the Company has transferred its rights to receive cash flows from the asset.

Non-derivative financial liabilities

Subsequent measurement

Subsequent to initial recognition, all non-derivative financial liabilities are measured at amortised cost using the effective interest method.

De-recognition of financial liabilities

A financial liability is de-recognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another

from the same lender on substantially different terms or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the Standalone Statement of Profit and Loss.

Derivative financial instruments

The Company holds derivative financial instruments in the form of future contracts to mitigate the risk of changes in exchange rates on foreign currency exposure. The counterparty for these contracts are scheduled commercial banks / regulated brokerage firms.

Although these derivatives constitute hedges from an economic perspective, they do not qualify for hedge accounting under Ind AS 109 'Financial Instruments' and consequently are categorized as financial assets or financial liabilities at fair value through profit or loss. The resulting exchange gain or loss is included in other income / expenses and attributable transaction costs are recognized in the Standalone Statement of Profit and Loss when incurred.

• Financial guarantee contracts

Financial guarantee contracts are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified party fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognized as a financial liability at the time the guarantee is issued at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of expected loss allowance determined as per impairment requirements of Ind AS 109 'Financial Instruments' and the amount recognized less cumulative amortization.

• Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the Standalone Balance Sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

m. Fair value measurement:

The Company measures financial instruments, such as, derivatives at fair value at each Standalone Balance Sheet date.

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Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• • In the principal market for the asset or liability; or
• • In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by reassessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The Company's Management determines the policies and procedures for both recurring fair value measurement, such as derivative instruments and unquoted financial assets measured at fair value, and for non-recurring measurement, such as assets held for distribution in discontinued operations.

n. Leases:

Where the Company is the lessee

Right of use assets and lease liabilities

For any new contracts entered into on or after 1 April, 2019, (the transition approach has been explained and disclosed in Note 49) the Company considers whether a contract is, or contains a lease. A lease is defined as 'a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration'.

Classification of leases

The Company enters into leasing arrangements for various assets. The assessment of the lease is based on several factors, including, but not limited to, transfer of ownership of leased asset at end of lease term, lessee's option to extend/purchase etc.

Recognition and initial measurement

At lease commencement date, the Company recognizes a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Company, an estimate of any costs to dismantle and remove the asset at the end of the lease (if any), and any lease payments made in advance of the lease commencement date (net of any incentives received).

Subsequent measurement

The Company depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-ofuse asset or the end of the lease term. The Company also assesses the right-of-use asset for impairment when such indicators exist.

At lease commencement date, the Company measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Company's incremental borrowing rate. Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed payments) and variable payments based on an index or rate. Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is re-measured to reflect any reassessment or modification, or if there are changes in

in-substance fixed payments. When the lease liability is re-measured, the corresponding adjustment is reflected in the right-of-use asset.

The Company has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognizing a right-of-use asset and lease liability, the payments in relation to these are recognized as an expense in standalone statement of profit and loss on a straight-line basis over the lease term.

Where the Company is the lessor

Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental income from operating lease is recognized on a straightline basis over the term of the relevant lease, except when the lease rentals, increase are in line with general inflation index. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income. Contingent rents are recognized as revenue in the period in which they are earned.

Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the Company to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Company's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the net investment outstanding in respect of the lease.

o. Inventories:

Inventories are valued at the lower of cost or net realizable value. Cost includes purchase price, duties, transport, handing costs and other costs directly attributable to the acquisition and bringing the inventories to their present location and condition.

The basis of determination of cost is as follows:

• • Raw material, packing material and stock-in-trade valued on moving weighted average basis;
• • Stores and spares valued on weighted average basis;
• • Work-in-progress valued at cost of input valued at moving weighted average basis plus overheads up till the stage of completion; and
• • Finished goods valued at cost of input valued at moving weighted average basis plus appropriate overheads.

p. Employee benefits:

Liabilities in respect of employee benefits to employees are provided for as follows:

• • Current employee benefits
• a. Liabilities for wages and salaries, including nonmonetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be incurred when the liabilities are settled. The liabilities are presented as current employee dues payable in the Standalone Balance Sheet.
• b. Employees' State Insurance ('ESI') is provided on the basis of actual liability accrued and paid to authorities.
• c. The Company has adopted a policy on compensated absences which are both accumulating and non-accumulating in nature. The expected cost of accumulating compensated absences is determined by actuarial valuation performed by an independent actuary at each balance sheet date using projected unit credit method on the additional amount expected to be paid / availed as a result of the unused entitlement that has accumulated at the balance sheet date. Expense on non-accumulating compensated absences is recognized in the period in which the absences occur.
• d. Expense in respect of other short-term benefits is recognized on the basis of the amount paid or payable for the period during which services are rendered by the employee.

• Post separation employee benefit plan

a. Defined benefit plan

• ▪ Post separation benefits of Directors are accounted for on the basis of actuarial valuation as per Ind AS 19 'Employee Benefits'.
• ▪ Gratuity liability accounted for on the basis of actuarial valuation as per Ind AS 19 'Employee Benefits'. Liability recognized in the Standalone Balance Sheet in respect of gratuity is the present value of the defined benefit obligation at the end of each reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by an independent actuary using the projected unit credit method. The

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present value of defined benefit is determined by discounting the estimated future cash outflows by reference to market yield at the end of each reporting period on government bonds that have terms approximate to the terms of the related obligation. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the Standalone Statement of Profit and Loss.

• ▪ The Company contributes its share of contribution to Employees' Provident Fund Scheme administered by a separate trust with its obligation to make good the shortfall, if any, in trust fund arising on account of difference between the return on investments of the trust and the interest rate on provident fund dues notified periodically by the Central Government and any expected loss in investment. Liability recognized in the Standalone Balance Sheet in respect of Dabur India E.P.F. trust is the present value of the defined benefit obligation at the end of each reporting period less the fair value of plan assets on the basis of actuarial valuation using the projected unit credit method.
• ▪ Actuarial gain / loss pertaining to gratuity, post separation benefits and PF trust are accounted for as OCI. All remaining components of costs are accounted for in Standalone Statement of Profit and Loss.

b. Defined contribution plans

Liability for superannuation fund is provided on the basis of the premium paid to insurance company in respect of employees covered under Superannuation Fund Policy.

q. Taxation:

Tax expense recognized in Standalone Statement of Profit and Loss comprises the sum of deferred tax and current tax except the ones recognized in other comprehensive income or directly in equity.

Current tax is determined as the tax payable in respect of taxable income for the year and is computed in accordance with relevant tax regulations. Current income tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other comprehensive income or in equity).

Minimum Alternate Tax ('MAT') credit entitlement is recognized as an asset only when and to the extent there is convincing evidence that normal income tax will be paid during the specified period. In the year in which MAT credit becomes eligible to be recognized as an asset, the said asset is created by way of a credit to the Standalone Statement of Profit and Loss and shown as MAT credit entitlement. This is reviewed at each balance sheet date and the carrying amount of MAT credit entitlement is written down to the extent it is not reasonably certain that normal income tax will be paid during the specified period.

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit under Income-tax Act, 1961.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognized outside Standalone Statement of Profit and Loss is recognized outside Standalone Statement of Profit and Loss (either in other comprehensive income or in equity).

r. Provisions, contingent liability and contingent assets:

• • Provisions are recognized only when there is a present obligation, as a result of past events and when a reliable estimate of the amount of obligation can be made at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. Provisions are discounted to their present values, where the time value of money is material.
• • Contingent liability is disclosed for:
• a. Possible obligations which will be confirmed only by future events not wholly within the control of the Company; or
• b. Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.
• • Contingent assets are neither recognized nor disclosed except when realization of income is virtually certain, related asset is recognised.

s. Foreign currency transactions and translations:

Foreign currency transactions are recorded in the functional currency, by applying the exchange rate

between the functional currency and the foreign currency at the date of the transaction.

Foreign currency monetary items outstanding at the balance sheet date are converted to functional currency using the closing rate. Non-monetary items denominated in a foreign currency which are carried at historical cost are reported using the exchange rate at the date of the transactions.

Exchange differences arising on monetary items on settlement, or restatement as at reporting date, at rates different from those at which they were initially recorded, are recognized in the Standalone Statement of Profit and Loss in the year in which they arise.

t. Share based payments - Employee Stock Option Scheme ('ESOP'):

The fair value of options granted under Employee Stock Option Plan is recognized as an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options. The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognizes the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity. Upon exercise of share options, the proceeds received are allocated to share capital up to the par value of the shares issued with any excess being recorded as share premium.

u. Operating segments:

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ('CODM') of the Company. The CODM is responsible for allocating resources and assessing performance of the operating segments of the Company.

v. Earnings per share:

Basic earnings per share are 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.

For the purpose of calculating diluted earnings per share, the net profit for the period attributed to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all potentially dilutive equity shares.

w. Research and development:

Expenditure on research is recognized as an expense when it is incurred. Expenditure on development which does not meet the criteria for recognition as an intangible asset is recognized as an expense when it is incurred.

Items of property, plant and equipment and acquired intangible assets utilized for research and development are capitalized and depreciated / amortized in accordance with the policies stated for Property, Plant and Equipment and Intangible Assets.

x. Borrowing cost:

Borrowing cost consists of interest and other costs incurred in connection with the borrowing of funds and also include exchange differences to the extent regarded as an adjustment to the same. Borrowing costs directly attributable to the acquisition and/or construction of a qualifying asset are capitalized during the period of time that is necessary to complete and prepare the asset for its intended use or sale. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to the Standalone Statement of Profit and Loss as incurred.

y. Cash and cash equivalents:

For the purpose of the Standalone Statement of Cash Flows, cash and cash equivalents consist of cash and cheques in hand, bank balances, demand deposits with banks where the original maturity is three months or less and other short-term highly liquid investments net of outstanding bank overdrafts and cash credit facilities as they are considered an integral part of the Company's cash management.

z. Significant Management judgement in applying accounting policies and estimation uncertainty:

The preparation of the Company's financial statements requires the Management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities.

• Evaluation of indicators for impairment of assets

The evaluation of applicability of indicators of impairment of assets requires, the management to make an assessment of several external and internal factors which could result in deterioration of recoverable amount of the assets.

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• Recoverability of advances / receivables

At each balance sheet date, based on historical default rates observed over expected life, the management assesses the expected credit losses on outstanding receivables and advances.

• Defined benefit obligation ('DBO')

Management's estimate of the DBO is based on a number of underlying assumptions such as standard rates of inflation, mortality, discount rate and anticipation of future salary increases. Variation in these assumptions may significantly impact the DBO amount and the annual defined benefit expenses.

• Provisions

At each balance sheet date basis the management judgment, changes in facts and legal aspects, the Company assesses the requirement of provisions against the outstanding contingent liabilities. However, the actual future outcome may be different from this judgement.

• Classification of leases

The Company enters into leasing arrangements for various premises. The assessment (including measurement) of the lease is based on several factors, including, but not limited to, transfer of ownership of leased asset at end of lease term, lessee's option to extend/terminate etc. After the Commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to extend or to terminate.

• Contingencies

Contingent liabilities may arise from the ordinary course of business in relation to claims against the Company, (refer note 45). By their nature, contingencies will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence, and potential quantum, of contingencies inherently involves the exercise of significant judgments by management and the use of estimates regarding the outcome of future events.

• Fair value measurements

Management applies valuation techniques to determine the fair value of financial instruments

(where active market quotes are not available) and share based payments. This involves developing estimates and assumptions consistent with how market participants would price the instrument. The Company engages third party valuers, where required, to perform the valuation. Information about the valuation techniques and inputs used in determining the fair value of various assets, liabilities and share based payments are disclosed in the notes to standalone financial statements.

• Inventories

The Company estimates the net realizable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realization of these inventories may be affected by future demand or other market-driven changes that may reduce future selling prices.

• Useful lives of depreciable / amortizable assets

Management reviews its estimate of the useful lives of depreciable / amortizable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical and economic obsolescence that may change the utility of assets.

• Valuation of investment property

Investment property is stated at cost. However, as per Ind AS 40 'Investment Property', there is a requirement to disclose fair value as at the balance sheet date. The Company engages independent valuation specialists to determine the fair value of its investment property as at reporting date.

• Income taxes

The Company's tax jurisdiction is India. Significant judgements are involved in estimating budgeted profits for the purpose of paying advance tax, determining the provision for income taxes, including amount expected to be paid / recovered for uncertain tax positions (refer note 41). The extent to which deferred tax assets/minimum alternate tax credit can be recognized is based on management's assessment of the probability of the future taxable income against which the deferred tax assets/minimum alternate tax credit can be utilized.

6 A Property, plant and equipment

The changes in the carrying value of property, plant and equipment for the year ended 31 March, 2019 and 31 March, 2020, are as follows:

Description	Leasehold land	Freehold land	Leased Buildings*	Buildings	Plant and equipment	Furniture and fixtures	Vehicles	Office equipment	Total
Gross block
Balance as at 1 April, 2018	31.58	38.89	-	479.75	869.30	69.27	25.03		44.92 1,558.74
Addition for the year	0.02	0.69	-	11.74	56.78	6.94	2.24	8.09	86.50
Transfer from capital work-in-progress	-	-	-	4.99	14.24	0.12	-	0.67	20.02
Disposals / adjustments for the year	-	-	-	0.13	11.08	0.20	1.92	1.78	15.11
Balance as at 31 March, 2019	31.60	39.58	-	496.35	929.24	76.13	25.35		51.90 1,650.15
Addition for the year	-	0.20	49.29	22.16	120.11	8.72	3.77	3.36	207.61
Transfer from capital work-in-progress	-	-	-	3.49	13.59	0.76	-	-	17.84
Disposals / adjustments for the year	7.78	-	2.02	0.08	13.84	1.54	4.22	4.45	33.93
Balance as at 31 March, 2020	23.82	39.78	47.27	521.92	1,049.10	84.07	24.90		50.81 1,841.67
Accumulated depreciation

Balance as at 1 April, 2018	2.96	-	-	116.48	384.73	37.17	8.27	37.79	587.40
Addition for the year	0.77	-	-	14.48	76.75	4.91	2.92	2.96	102.79
Disposals / adjustments for the year	-	-	-	0.01	8.89	0.28	1.05	1.69	11.92
Balance as at 31 March, 2019	3.73	-	-	130.95	452.59	41.80	10.14	39.06	678.27
Addition for the year	0.75	-	13.76	15.00	81.17	5.49	2.82	3.39	122.38
Disposals / adjustments for the year	0.49	-	0.64	0.02	11.01	1.50	1.97	4.10	19.73
Balance as at 31 March, 2020	3.99	-	13.12	145.93	522.75	45.79	10.99	38.35	780.92
Net block as at 1 April, 2018	28.62	38.89	-	363.27	484.57	32.10	16.76	7.13	971.34
Net block as at 31 March, 2019	27.87	39.58	-	365.40	476.65	34.33	15.21	12.84	971.88

*represents right of use assets (refer note 49)

Notes:

a) Addition to the above property, plant and equipment includes 7.23 crores (31 March, 2019: 2.09 crores) incurred at Company's inhouse research and development facilities at Sahibabad, Uttar Pradesh.

Net block as at 31 March, 2020 19.83 39.78 34.15 375.99 526.35 38.28 13.91 12.46 1,060.75

• b) Plant and equipment have been hypothecated with banks against term loans, refer note 22.
• c) Contractual obligations : Refer note 45 for disclosure of contractual commitments for the acquisition of property, plant and equipment.
• d) Leasehold land : Represents land taken on lease for the years ranging from 20 to 99.
• e) Impairment loss : 'Disposals / adjustments for the year' above include impairment provision mainly pertaining to assets which are lying idle, damaged and having no future use amounting to 0.14 crores (31 March, 2019: Nil).

6 B Capital work-in-progress

The changes in the carrying value of capital work-in-progress for the year ended 31 March, 2019 and 31 March, 2020 are as follows :

Description	Amount
Gross block
Balance as at 1 April, 2018	26.82
Addition for the year	19.92
Transfer to property, plant and equipment	20.02
Transfer to intangible asset	5.03
Balance as at 31 March, 2019	21.69
Addition for the year	102.00
Transfer to property, plant and equipment	17.84
Transfer to intangible asset	0.02
Balance as at 31 March, 2020	105.83

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6 C Investment property

Notes:

The changes in the carrying value of investment property for the year ended 31 March, 2019 and 31 March, 2020 are as follows:

Description	Freehold land	Buildings	Total
Gross block
Balance as at 1 April, 2018	5.06	53.57	58.63
Addition for the year	-	-	-
Disposals for the year	-	-	-
Balance as at 31 March, 2019	5.06	53.57	58.63
Addition for the year	-	-	-
Disposals for the year	-	-	-
Balance as at 31 March, 2020	5.06	53.57	58.63
Accumulated depreciation
Balance as at 1 April, 2018	-	8.27	8.27
Addition for the year	-	0.99	0.99
Disposals for the year	-	-	-
Balance as at 31 March, 2019	-	9.26	9.26
Addition for the year	-	0.99	0.99
Disposals for the year	-	-	-
Balance as at 31 March, 2020	-	10.25	10.25
Net block as at 1 April, 2018	5.06	45.30	50.36
Net block as at 31 March, 2019	5.06	44.31	49.37

a) Amount recognized in Standalone Statement of Profit and Loss for investment properties:

Particulars	For the year ended 31 March, 2020	For the year ended 31 March, 2019
Rental income derived from investment properties	9.98	10.39
Less: direct operating expenses that generated rental income	0.43	0.48
Less: direct operating expenses that did not generate rental income	-	-
Profit from leasing of investment properties before depreciation	9.56	9.91
Less: depreciation expense	0.99	0.99
Profit from leasing of investment properties after depreciation	8.57	8.92

Net block as at 31 March, 2020 5.06 43.32 48.38

• b) As at 31 March, 2020, the fair value of investment properties are 160.08 crores (31 March, 2019: 161.77 crores). These valuations are based on valuations performed by accredited independent valuer. Fair value is based on market value approach. The fair value measurement is categorised in Level 3 of fair value hierarchy. There has been no restriction on disposal of property or remittance of income and proceeds of disposal.
• c) Leasing arrangements : Certain investment properties are leased to tenants under long-term operating leases with rentals payable monthly. Refer note 49 for details on future minimum lease rentals.

6 D Other intangible assets

The changes in the carrying value of other intangible assets for the year ended 31 March, 2019 and 31 March, 2020 are as follows:

Description	Brands /	Computer	Total
	trademarks	software
Gross block
Balance as at 1 April, 2018	12.94	41.07	54.01
Addition for the year	-	6.61	6.61
Transfer from capital work-in-progress	-	5.03	5.03
Disposals for the year	-	-	-
Balance as at 31 March, 2019	12.94	52.71	65.65
Addition for the year	8.28	8.04	16.32
Transfer from capital work-in-progress	-	0.02	0.02
Disposals for the year	-	-	-
Balance as at 31 March, 2020	21.22	60.77	81.99
Accumulated depreciation
Balance as at 1 April, 2018	11.96	33.27	45.23
Addition for the year	0.12	4.93	5.05
Disposals for the year	-	-	-
Balance as at 31 March, 2019	12.08	38.20	50.28
Addition for the year	0.67	5.89	6.56
Disposals for the year	-	-	-
Balance as at 31 March, 2020	12.75	44.09	56.84
Net block as at 1 April, 2018	0.98	7.80	8.78
Net block as at 31 March, 2019	0.86	14.51	15.37
Net block as at 31 March, 2020	8.47	16.68	25.15

7. Non-current investments

Particulars	No. of units	Amount	No. of units	Amount
	31 March, 2020	31 March, 2020	31 March, 2019	31 March, 2019
I Investment in equity instruments
a) Subsidiary companies (at cost) (unquoted) (fully
paid) ^
A Dabur International Limited	17,00,000	59.49	17,00,000	59.49
Shares of face value of PSTG 1 each
B H & B Stores Limited	29,64,93,165	29.65	29,64,93,165	29.65
Shares of face value of ₹ 1 each
C Dermoviva Skin Essentials Inc.	5,65,000	2.54	5,65,000	2.54
Shares of face value of USD 1 each
Sub-Total		91.68		91.68
b) Joint venture (at cost) (unquoted) (fully paid) ^
A Forum I Aviation Private Limited	74,87,251	6.99	74,87,251	6.99
Shares of face value ₹ 10 each
Sub-Total		6.99		6.99
c) Other entities (unquoted) (fully paid)#
A Sanat Products Limited	-	-	50,000	0.05
Shares of face value of ₹ 100 each
B Shivalik Solid Waste Management Limited	18,000	0.02	18,000	0.02
Shares of face value of ₹ 10 each
Sub-Total		0.02		0.07

		Corporate	Board &	Financial
220 Dabur India Limited	Annual Report 2019-20	Overview	Management Reports	Statements	221

Particulars	No. of units	Amount	No. of units	Amount
	31 March, 2020	31 March, 2020	31 March, 2019	31 March, 2019
II Other investments
a) Investments in government or trust securities
(quoted) (fully paid) #
A 8.83% Government Stock 2041 Units of face value of ₹ 100 each	-	-	80,00,000	92.26
B 9.20% NI Government Stock 2030	60,00,000	70.65	60,00,000	67.15
Units of face value of ₹ 100 each
C 9.23% NI Government Stock 2043	1,00,00,000	130.99	1,20,00,000	143.79
Units of face value of ₹ 100 each
D 8.60% Government of India 2028	20,00,000	23.13	20,00,000	21.95
Units of face value of ₹ 100 each
E 8.23% Gujarat State Development Loan 2025	45,00,000	48.75	10,00,000	10.44
Units of face value of ₹ 100 each
F 8.27% Karnataka State Development Loan 2025	15,00,000	16.52	15,00,000	15.91
Units of face value of ₹ 100 each
G 8.38% Karnataka State Development Loan 2026	15,00,000	16.52	15,00,000	15.87
Units of face value of ₹ 100 each
H 9.24% Maharashtra State Development Loan 2024	10,00,000	11.20	10,00,000	11.01
Units of face value of ₹ 100 each
I 9.11% Tamil Nadu State Development Loan 2024	10,00,000	11.35	10,00,000	11.11
Units of face value of ₹ 100 each
J 8.87% Tamil Nadu State Development Loan 2024	15,00,000	17.12	15,00,000	16.68
Units of face value of ₹ 100 each
K 8.92% Karnataka State Development Loan 2022	20,00,000	21.18	-	-
Units of face value of ₹ 100 each
L 8.06% Maharashtra State Development Loan 2025	25,00,000	26.96	-	-
Units of face value of ₹ 100 each
M 8.04% Maharashtra State Development Loan 2025	5,00,000	5.37	-	-
Units of face value of ₹ 100 each
N 8.24% Kerala State Development Loan 2025	10,00,000	11.04	-	-
Units of face value of ₹ 100 each
O 8.20% Rajasthan State Development Loan 2025	15,00,000	16.41	-	-
Units of face value of ₹ 100 each
P 8.05% Maharashtra State Development Loan 2025	10,00,000	10.77	-	-
Units of face value of ₹ 100 each
Q 8.08% Haryana State Development Loan 2025	25,00,000	27.04	-	-
Units of face value of ₹ 100 each
R 8.25% Haryana State Development Loan 2024	5,00,000	5.53	-	-
Units of face value of ₹ 100 each
S 8.23% Rajasthan State Development Loan 2025	15,00,000	16.47	-	-
Units of face value of ₹ 100 each
Sub-Total		487.00		406.17
b) Investments in debentures or bonds
i) Bonds (quoted) (fully paid)
A Power Finance Corporation Limited #	-	-	1,050	112.37
Units of face value of ₹ 10,00,000 each
B Rural Electrification Corporation Limited #	-	-	650	70.22
Units of face value of ₹ 10,00,000 each

Particulars		No. of units	Amount	No. of units	Amount
		31 March, 2020	31 March, 2020	31 March, 2019	31 March, 2019
C	Power Grid Corporation of India Limited #	900	100.63	250	27.17
	Units of face value of ₹ 10,00,000 each
D	IDFC Bank Limited #	-	-	850	87.82
	Units of face value of ₹ 10,00,000 each
E	ICICI Bank Limited #	100	10.83	100	10.68
	Units of face value of ₹ 10,00,000 each
F	Food Corporation of India ##	250	26.70	-	-
	Units of face value of ₹ 10,00,000 each
G	NTPC Limited #	50	5.76	-	-
	Units of face value of ₹ 10,00,000 each
H	NTPC Limited ##	150	16.30	-	-
	Units of face value of ₹ 10,00,000 each
I	NHPC Limited #	3,000	33.66	-	-
	Units of face value of ₹ 1,00,000 each
J	NHPC Limited #	100	11.07	-	-
	Units of face value of ₹ 10,00,000 each
	K Power Grid Corporation of India Limited #	80	11.33	-	-
	Units of face value of ₹ 12,50,000 each
	Sub-Total		216.28		308.26
	ii) Non-convertible debentures (quoted) (fully paid)
A	Shriram Transport Finance Company Limited ##	-	-	200	21.15
	Units of face value of ₹ 10,00,000 each
B	Bajaj Finance Limited ##	-	-	2,350	246.79
	Units of face value of ₹ 10,00,000 each
	C Kotak Mahindra Prime Limited ##	-	-	1,500	156.72
	Units of face value of ₹ 10,00,000 each
D	L&T Housing Finance Limited ##	-	-	200	53.01
	Units of face value of ₹ 25,00,000 each
E	Aditya Birla Finance Limited ##	-	-	250	26.10
	Units of face value of ₹ 10,00,000 each
F	Sundaram Finance Limited ##	-	-	100	10.43
	Units of face value of ₹ 10,00,000 each
G	Tata Capital Financial Services Limited ##	-	-	250	26.38
	Units of face value of ₹ 10,00,000 each
H	Reliance Home Finance Limited ##	-	-	400	20.84
	Units of face value of ₹ 5,00,000 each (31 March,
	2020:₹ Nil impaired; 31 March, 2019: ₹ 0.64 crores
	impaired)
I	Tata Capital Housing Finance Limited ##	-	-	100	10.61
	Units of face value of ₹ 10,00,000 each
J	CanFin Homes Limited ##	-	-	250	25.64
	Units of face value of ₹ 10,00,000 each
	K HDB Financial Services Limited ##	-	-	1,000	104.50
	Units of face value of ₹ 10,00,000 each
L	Housing Development Finance Corporation Limited#	25	27.83	25	26.81
	Units of face value of ₹ 1,00,00,000 each
	M Housing Development Finance Corporation Limited##	-	-	175	184.08
	Units of face value of ₹ 1,00,00,000 each
N	PNB Housing Finance Limited ##	250	25.00	500	52.84
	Units of face value of ₹ 10,00,000 each

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	223

Particulars		No. of units	Amount	No. of units	Amount
		31 March, 2020	31 March, 2020	31 March, 2019	31 March, 2019
O	Housing Development Finance Corporation Limited #	500	26.13	500	25.11
	Units of face value of ₹ 5,00,000 each
P	Housing Development Finance Corporation Limited##	-	-	1,000	54.08
	Units of face value of ₹ 5,00,000 each
Q Hero FinCorp Limited ##		-	-	200	21.38
	Units of face value of ₹ 10,00,000 each
R	ICICI Home Finance Company Limited ##	-	-	500	26.42
	Units of face value of ₹ 5,00,000 each
S	Housing Development Finance Corporation Limited#	250	28.38	250	27.55
	Units of face value of ₹ 10,00,000 each
T	Housing Development Finance Corporation Limited##	250	25.35	-	-
	Units of face value of ₹ 10,00,000 each
U LIC Housing Finance Limited #		1,350	149.50	1,350	145.71
	Units of face value of ₹ 10,00,000 each
V LIC Housing Finance Limited ##		-	-	1,000	105.54
	Units of face value of ₹ 10,00,000 each
	W Mahindra & Mahindra Financial Services Limited##	-	-	500	51.88
	Units of face value of ₹ 10,00,000 each
Sub-Total			282.19		1423.57
Total			1,084.16		2,236.74

^ All the investment in equity shares of subsidiaries and joint ventures are measured at cost as per Ind AS 27 'Separate Financial Statements' # All these investments (being strategic in nature) are measured at fair value through other comprehensive income ('FVTOCI'). ## These are measured at amortised cost

PSTG - Pound Sterling

USD - United States Dollar

Notes:

Particulars	31 March, 2020	31 March, 2019
a. Aggregate amount of quoted investments - at cost	943.75	2,060.18
b. Aggregate amount of quoted investments - at market value	985.47	2,138.00
c. Aggregate amount of unquoted investments - at cost	98.69	98.74
d. Aggregate amount of impairment in value of investments	-	0.64

8. Non-current loans

(Unsecured, considered good unless otherwise stated)

Security deposits
Considered good	16.78	13.14
Total	16.78	13.14

9. Others non-current financial assets

Bank deposit with more than 12 months maturity # *	403.27	77.64
Total	403.27	77.64
# Includes deposits pledged as security with electricity/water department/government	0.51	0.02
authorities
* Includes interest accrued but not due	14.26	0.35

10. Non-current tax assets (net)

Advance income tax (net)	0.86	0.86
Total	0.86	0.86

11. Other non-current assets

(Unsecured, considered good unless otherwise stated)

Particulars	31 March, 2020	31 March, 2019
Capital advances	15.54	15.79
Advances other than capital advances
Prepaid rent	-	0.35
Balance with government authorities
Considered good	52.58	51.60
Considered doubtful	5.00	5.00
Less: Allowance for impairment	(5.00)	(5.00)
Total	68.12	67.74

12. Inventories ^*

(Valued at lower of cost or net realisable value)

Raw materials 227.74		224.47
Packing materials	89.85	86.85
Work-in-progress	89.14	95.34
Finished goods 315.76		243.65
Stock-in-trade (acquired for trading)	77.42	70.79
Stock-in-trade (acquired for trading)-in-transit	8.17	10.83
Stores and spares	1.06	0.97
Total 809.14		732.90

Note:

^ Inventories have been hypothecated with banks against working capital loans, refer note 26 for details.

* Write-downs of inventories to net realisable value on account of slow moving and obsolete items amounted to 4.85 crores (31 March, 2019 : Nil crores). Further, reversal of write-downs of inventories to net realisable value on account of slow moving and obsolete items amounted to 1.37 crores (31 March, 2019 : 2.32 crores). These were recognized as an expense/reversal of expense respectively during the year and were included in 'changes in inventories of finished goods, stock-in-trade and workin-progress' in Standalone Statement of Profit and Loss.

13. Current investments

Particulars	No. of units	Amount	No. of units	Amount
	31 March, 2020	31 March, 2020	31 March, 2019	31 March, 2019
I Other than trade
a) Mutual funds (quoted) (fully paid) ^
A Nippon India Liquid Fund - Direct Growth Plan	96,118	46.62	-	-
Units of face value of ` 1,000 each
B ABSL Liquid Fund - Direct Growth Plan	-	-	8,33,030	25.03
Units of face value of ` 100 each
C UTI Liquid Cash - Direct Growth Plan	1,89,894	61.74	1,58,650	48.56
Units of face value of ` 1,000 each
D DSP Liquidity Fund - Direct Growth Plan	2,65,820	75.51	-	-
Units of face value of ` 1,000 each
E IDFC Cash Fund - Direct Growth Plan	2,89,103	69.44	-	-
Units of face value of ` 1,000 each
F SBI Premier Liquid Fund - Direct Growth Plan	2,39,938	74.60	-	-
Units of face value of ` 1,000 each
G Kotak Liquid Fund - Direct Growth Plan	48,238	19.37	-	-
Units of face value of ` 1,000 each

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	225

Particulars		No. of units	Amount	No. of units	Amount
		31 March, 2020	31 March, 2020	31 March, 2019	31 March, 2019
H	Axis Liquid Fund - Direct Growth Plan	3,39,355	74.81	-	-
	Units of face value of ` 1,000 each
I	HDFC Liquid Fund - Direct Growth Plan	1,40,671	54.95	-	-
	Units of face value of ` 1,000 each
J	HDFC Overnight Fund - Direct Growth Plan	72,357	21.48	-	-
	Units of face value of ` 1,000 each
	K L&T Liquid Fund - Direct Growth Plan	2,76,338	75.21	-	-
	Units of face value of ` 1,000 each
	Sub-Total		573.73		73.59
	b) Commercial papers (quoted) (fully paid) #
	A Kotak Mahindra Investment Ltd.	-	-	1,000	49.54
	Units of face value of ` 5,00,000 each
	Sub-Total		-		49.54
	c) Non-convertible debentures (quoted)(fully paid)#
A	Bajaj Finance Limited	2,350	246.77	650	66.05
	Units of face value of ` 10,00,000 each
B	CanFin Homes Limited	50	5.13	250	25.81
	Units of face value of ` 10,00,000 each
C	Dewan Housing Finance Corporation Limited	2,50,000	-	2,50,000	25.50
	Units of face value of ` 1,000 each (31 March,
	2020: 25.37 crores impaired; 31 March, 2019:<br> 0.82 crores impaired)
D	Reliance Home Finance Limited	1,000	-	600	30.72
	Units of face value of ` 5,00,000 each (31 March,
	2020: ` 50.00 crores impaired; 31 March, 2019:
	` 0.51 crores impaired)
E	HDB Financial Services Limited	1,000	104.59	500	52.50
	Units of face value of ` 10,00,000 each
F	Housing Development Finance Corporation Limited	175	184.38	75	76.18
	Units of face value of ` 1,00,00,000 each
G	Housing Development Finance Corporation Limited	1,000	53.83	-	-
	Units of face value of ` 5,00,000 each
H	Aditya Birla Finance Limited	150	15.74	500	51.44
	Units of face value of ` 10,00,000 each
I	Kotak Mahindra Investment Limited	-	-	500	51.44
	Units of face value of ` 10,00,000 each
J	Kotak Mahindra Prime Limited	250	25.87	150	15.79
	Units of face value of ` 10,00,000 each
	K Sundaram Finance Limited	-	-	250	25.23
	Units of face value of ` 10,00,000 each
L	Reliance Industries Limited	250	25.85	-	-
	Units of face value of ` 10,00,000 each
	M Shriram Transport Finance Company Limited	200	21.16	550	56.47
	Units of face value of ` 10,00,000 each
N	Tata Capital Financial Services Limited	-	-	250	25.16
	Units of face value of ` 10,00,000 each

These are measured at amortised cost

^ These are measured at fair value through profit and loss ('FVTPL')

Notes:

Particulars	31 March, 2020	31 March, 2019
a. Aggregate amount of quoted investments - at cost	1,417.24	685.63
b. Aggregate amount of quoted investments - at market value	1,382.67	700.40
c. Aggregate amount of unquoted investments - at cost	25.00	25.00
d. Aggregate amount of impairment in value of investments	100.37	1.33

14. Trade receivables*

Unsecured, considered good	379.63	431.46
Unsecured, credit impaired	9.60	8.51
Sub-Total	389.23	439.97
Less: Allowance for expected credit loss	(9.60)	(8.51)
Total	379.63	431.46

* Trade receivables have been hypothecated with banks against working capital loans, refer note 26 for details. Also refer note 54 for related parties details.

15. Cash and cash equivalents

Balances with banks in current accounts	2.55	22.91
Cheques, drafts on hand	0.00	-
Cash on hand	0.32	0.25
Total	2.87	23.16

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	227

16. Bank balances other than cash and cash equivalents

Particulars	31 March, 2020	31 March, 2019
Term deposit with maturity for more than 3 months but less than 12 months * #	513.29	92.08
Unpaid dividend account **	9.44	9.47
Total	522.73	101.55
# Includes deposits pledged as security with electricity / water department / government authorities	5.17	2.76
* Includes interest accrued but not due	23.22	1.39

** These balances are not available for use by the Company and corresponding balance is disclosed as unclaimed dividend in note 28

17. Current loans

(Unsecured, considered good)

Security deposits	1.22	4.56
Total	1.22	4.56

18. Other current financial assets

Total	9.25	14.12
Due from subsidiary companies (refer note 54)	9.25	14.12
Advance recoverable in cash

19. Other current assets

(Unsecured, considered good unless otherwise stated)

Advances to suppliers
Considered good	16.97	17.45
Considered doubtful	1.27	1.27
Sub-Total	18.24	18.72
Less: Allowance for impairment	(1.27)	(1.27)
Sub-Total	16.97	17.45
Prepaid expenses	13.45	6.05
Advance to employees	2.41	2.26
Balance with statutory / government authorities	124.35	64.64
Other advances	0.50	0.80
Sub-Total	140.71	73.75
Total	157.68	91.20

20. Equity share capital

Authorised	31 March, 2020	31 March, 2019
2,07,00,00,000 (31 March, 2019: 2,07,00,00,000 ) equity shares of H 1.00 each	207.00	207.00
Issued, subscribed and fully paid up
1,76,70,63,892 (31 March, 2019: 1,76,62,91,141) equity shares of H 1.00 each	176.71	176.63

a) Reconciliation of equity shares outstanding at the beginning and at the end of the year:

Particulars	31 March, 2020		31 March, 2019
	Number of Amount		Number of	Amount
	shares		shares
Balance as at the beginning of the year	1,76,62,91,141	176.63	1,76,15,20,510	176.15
Add: Shares issued on exercise of employee	7,72,751	0.08	47,70,631	0.48
stock option plan (ESOP)
Balance as at the end of the year	1,76,70,63,892	176.71	1,76,62,91,141	176.63

b) Rights, preference and restrictions attached to equity shares:

The Company has only one class of equity shares having a par value of ₹ 1.00 per share. Each shareholder is entitled for one vote per share held. 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. In the event of liquidation of the Company, the equity shareholders are entitled to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion of their shareholding.

c) List of shareholders holding more than 5% of the equity share capital of the Company at the beginning and at the end of the year: #

Particulars	As at 31 March, 2020		As at 31 March, 2019
	No. of equity	% of	No. of equity	% of
	shares	shareholding	shares	shareholding
Chowdry Associates	21,79,41,800	12.33%	21,79,41,800	12.34%
VIC Enterprises Private Limited	21,77,34,000	12.32%	21,77,34,000	12.33%
Gyan Enterprises Private Limited	20,22,37,980	11.44%	20,22,37,980	11.45%
Puran Associates Private Limited	18,92,12,000	10.71%	18,92,12,000	10.71%
Ratna Commercial Enterprises Private Limited	15,77,00,429	8.92%	15,74,35,429	8.91%
Milky Investment and Trading Company	10,61,47,503	6.01%	10,61,47,503	6.01%

As per the records of the Company including its register of member.

d) Aggregate number of shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the year end:

i) Shares allotted as fully paid pursuant to contract(s) without payment being received in cash during the financial year 2015-16 to 2019-20:

Nil (during FY 2014-15 to 2018-19: Nil ) equity shares of ₹ 1.00 each allotted without payment being received in cash.

ii) Shares issued in aggregate number and class of shares allotted by way of bonus shares:

The Company has issued total 18,75,000 equity shares (during FY 2014-15 to 2018-19: 71,64,757 equity shares) during the period of five years immediately preceding 31 March, 2020 as fully paid up bonus shares including shares issued under ESOP scheme for which entire consideration not received in cash.

iii) Shares bought back during the financial year 2015-16 to 2019-20:

Nil (during FY 2014-15 to 2018-19: Nil ) equity shares of ₹ 1.00 each bought back pursuant to Section 68, 69 and 70 of the Companies Act, 2013.

iv) Shares issued under employee stock option plan (ESOP) during the financial year 2015-16 to 2019-20:

The Company has issued total 86,76,902 equity shares of ₹ 1.00 each (during FY 2014-15 to 2018-19: 1,53,13,311 equity shares) during the period of five years immediately preceding 31 March, 2020 on exercise of options granted under the employee stock option plan (ESOP).

v) Shares reserved for issue under options:

For details of shares reserved for issue under the Employee Stock Option Plan (ESOP) of the Company, refer note 60. These options are granted to the employees subject to cancellation under circumstance of his cessation of employment with the Company on or before the vesting date.

Dabur India Limited Annual Report 2019-20	Corporate	Board &	Financial	229
	Overview	Management Reports	Statements

21. Other equity

Particulars	31 March, 2020	31 March, 2019
Reserves and surplus
Capital reserve	26.92	26.92
Securities premium	352.21	325.23
Share option outstanding account	93.27	74.99
General reserve	513.43	513.43
Retained earnings	3,388.39	2,855.17
Other comprehensive income
Debt instruments through OCI	23.30	(3.55)
Total	4,397.52	3,792.19

Description of nature and purpose of each reserve

Capital reserve

Capital reserve represents the difference between value of the net assets transferred to the Company in the course of business combinations and the consideration paid for such combinations.

Securities premium

Securities premium is used to record the premium on issue of shares, which will be utilised in accordance with provisions of the Act.

Share option outstanding account

The reserve is used to recognize the grant date fair value of options issued to employees under employee stock option schemes and is adjusted on exercise/ forfeiture of options.

General reserve

General reserve is created from time to time by way of transfer profits from retained earnings for appropriation purposes. General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income.

Retained earnings

Retained earnings are created from the profit / loss of the Company, as adjusted for distributions to owners, transfers to other reserves, etc.

Debt instruments through other comprehensive income

This represents the cumulative gains and losses arising on the revaluation of debt instruments measured at fair value through other comprehensive income that have been recognized in other comprehensive income, net of amounts reclassified to profit or loss when such assets are disposed off and impairment losses on such instruments, if any.

22. Non-current borrowing *#

Secured
Term loans from banks	-	25.00
Unsecured
Long-term maturities of lease liabilities (refer note 49)	24.68	1.05
Total	24.68	26.05

* There is no default in repayment of principal borrowing or interest thereon.

No guarantee bond has been furnished against any borrowing.

22.1 Repayment terms and security disclosure for the outstanding non-current borrowings (including current maturities) as at 31 March, 2020

Secured borrowings facility from banks:

Facility of ₹ 25.00 crores, bearing interest rate of 6.10% per annum having balance amount repayable by way of bullet payment after 37 months from the date of disbursal, i.e., 16 March, 2017. The loan is secured by way of equitable mortgage over movable and immovable assets at Baddi, Himachal Pradesh and Pantnagar, Uttarakhand, owned by the Company.

22.2 Repayment terms and security disclosure for the outstanding non-current borrowings (including current maturities) as at 31 March, 2019:

Secured borrowings facility from banks:

• a) Facility of ₹ 25.00 crores, bearing interest rate of 6.10% per annum having balance amount repayable by way of bullet payment after 37 months from the date of disbursal, i.e., 16 March, 2017. The loan is secured by way of equitable mortgage over movable and immovable assets at Baddi, Himachal Pradesh and Pantnagar, Uttarakhand, owned by the Company.
• b) Facility of ₹ 100.00 crores, bearing interestrate of 7.25%per annum having balance amountrepayable by way of a bullet payment after 37 months from the date of disbursal, i.e., 05 July, 2016. The loan was secured by way of sole hypothecation and equitable mortgage over movable and immovable assets (created by the loan) at Pantnagar, Uttarakhand, owned by the Company.
• c) Facility of ₹ 75.00 crores, bearing interest rate of 6.90% per annum having balance amount repayable by way of bullet payment after 3 years from date of first drawdown, i.e., 26 September, 2016. The loan was secured by way of hypothecation over movable fixed assets at Sonitpur, Assam, owned by the Company.

23. Other non-current financial liabilities

Particulars	31 March, 2020	31 March, 2019
Security deposit	4.15	4.13
Unearned rental income	0.51	0.43
Total	4.66	4.56

24. Non-current provisions

Provision for employee benefits (refer note 59)
Post separation benefit of Directors	54.69	52.76
Total	54.69	52.76

25. Deferred tax liabilities / (assets) (net)

Deferred tax liability arising on account of :
Property, plant and equipment, investment property and other intangible assets -	122.16	110.90
depreciation and amortisation
Fair valuation of financial instruments through OCI	7.09	-
Fair valuation of financial instruments through PL	0.42	0.03
Sub-Total	129.67	110.93
Deferred tax asset arising on account of :
Expected credit loss / impairment of financial and non-financial assets	0.44	0.44
Lifetime expected credit loss of trade receivables	3.35	2.97
Provision for expense allowed for tax purpose on payment basis	32.32	17.45
Impairment in value of investments	23.76	0.69
Fair valuation of financial instruments through OCI	-	1.06
Minimum alternate tax credit entitlement	80.00	80.00
Re-measurement loss on the defined benefit plans through OCI	11.42	-
Sub-Total	151.29	102.61
	(21.62)	8.32

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	231

25.1 Changes in deferred tax liabilities (net)

Particulars	1 April, 2019	Recognised in other comprehensive income	Recognised in Standalone Statement of Profit and Loss	31 March, 2020
Liabilities
Property, plant and equipment, investment property and	110.90	-	11.26	122.16
other intangible assets - depreciation and amortisation
Fair valuation of financial instruments through OCI	-	7.09	-	7.09
Fair valuation of financial instruments through PL	0.03	-	0.39	0.42
Sub-total	110.93	7.09	11.65	129.67
Assets
Expected credit loss / impairment of financial and non-financial assets	0.44	-	-	0.44
Lifetime expected credit loss of trade receivables	2.97	-	0.38	3.35
Provision for expense allowed for tax purpose on payment basis	17.45	-	14.87	32.32
Impairment in value of investments	0.69	-	23.07	23.76
Fair valuation of financial instruments through OCI	1.06	(1.06)	-	-
Re-measurement loss on the defined benefit plans	-	11.42	-	11.42
through OCI
Sub-total	22.61	10.36	38.32	71.29
Minimum alternate tax credit entitlement
Recognized	80.00	-	160.61	240.61
Utilised	-	-	-	(160.61)
Sub-total	80.00	-	160.61	80.00
Total	8.32	(3.27)	(187.28)	(21.62)
Particulars	1 April, 2018	Recognised	Recognised	31 March, 2019
		in other	in Standalone
		comprehensive	Statement of
		income	Profit and Loss
Liabilities
Property, plant and equipment, investment property and	113.68	-	(2.78)	110.90
other intangible assets - depreciation and amortisation
Fair valuation of financial instruments through OCI	0.15	(0.15)	-	-
Fair valuation of financial instruments through PL	-	-	0.03	0.03
Sub-total	113.83	(0.15)	(2.75)	110.93
Assets Expected credit loss / impairment of financial and	0.88	-	(0.44)	0.44
non-financial assets
Lifetime expected credit loss of trade receivables Provision for expense allowed for tax purpose on	3.14 13.53	- -	(0.17) 3.92	2.97 17.45
payment basis
Impairment in value of investments	-	-	0.69	0.69
Fair valuation of financial instruments through PL	0.25	-	(0.25)	-
Fair valuation of financial instruments through OCI	-	1.06	-	1.06
Sub-total	17.80	1.06	3.75	22.61
Minimum alternate tax credit entitlement
Recognized	-	-	123.72	123.72
Utilised Sub-total	- -	- -	- 123.72	(43.72) 80.00

25.2 There are unused minimum alternate tax credits as mentioned below which have not been recognized as an asset in the books of accounts considering the Company believes that it is not probable that the same can be utilized during the specified allowable period against the future taxable profits to be computed as per the normal provisions of the Income Tax Act, 1961:

Assessment year	31 March, 2020	Expiry date	31 March, 2019	Expiry date
2013-2014	-	-	36.77	31 March, 2029
2014-2015	10.07	31 March, 2030	133.91	31 March, 2030
2015-2016	36.16	31 March, 2031	36.16	31 March, 2031
2016-2017	0.82	31 March, 2032	0.82	31 March, 2032
Total	47.05		207.66

26. Current borrowings * #

Particulars	31 March, 2020	31 March, 2019
i) Cash credits
Secured, from bank (refer note 26.1and 26.2)	21.53	27.73
ii) Packing credit loan
Unsecured, from bank (refer note 26.1 and 26.2)	10.00	65.32
iii) Bank overdrafts
Unsecured, from bank, repayable on demand	3.09	15.67
iv) Term loan
Secured, from bank (refer note 26.1)	54.66	-
Total	89.28	108.72

* There is no default in repayment of principal borrowing or interest thereon.

No guarantee bond has been furnished against any borrowing.

26.1 Repayment terms and security disclosure for the outstanding current borrowings as at 31 March, 2020:

Cash credit facility:

Repayable on demand and secured by way of first pari-passu charge/hypothecation over the current assets both present and future including inventories and book receivables, owned by the Company.

Packing Credit Facility:

Repayabale after 3 months from the date of drawdown by the Company.

Term Loan Facility:

Repayable on demand and is secured by an exclusive charge by way of hypothecation over the moveable fixed assets both present and future to the extent of Rs 61.00 Crores at Pantnagar, Uttarakhand, owned by the Company.

26.2 Repayment terms and security disclosure for the outstanding current borrowings as at 31 March, 2019:

Cash credit facility:

Repayable on demand and secured by way of first pari-passu charge/hypothecation over the current assets both present and future including inventories book receivables, owned by the Company.

Packing Credit Facility:

Repayable after 6 months from the date of drawdown by the Company.

26.3 Rate of interest: The Company's current borrowings facilities have an effective weighted-average contractual rate of 6.04% per annum (31 March, 2019 : 5.26 % per annum) calculated using the interest rates effective for the respective borrowings as at reporting dates.

27. Trade payables

Total	1,032.45	998.32
Due to others*	987.86	943.71
Due to micro and small enterprises #	44.59	54.61

* includes acceptances/ arrangements where operational suppliers of goods and services are initially paid by banks while the Company continues to recognise the liability till settlement with the banks.

# Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 (27 of 2006)("MSMED Act, 2006"):

Dabur India Limited	Corporate	Board &	Financial	233
Annual Report 2019-20	Overview	Management Reports	Statements

Particulars	31 March, 2020	31 March, 2019
i) the principal amount and the interest due thereon remaining unpaid to any supplier	44.59	54.61
as at the end of each accounting year;
ii) the amount of interest paid by the buyer in terms of Section 16 of MSMED Act, 2006	-	-
along with the amount of the payment made to the supplier beyond the appointed
day during each accounting year;
iii) the amount of interest due and payable for the period of delay in making payment	-	-
(which have been paid but beyond the appointed day during the year) but without
adding the interest specified under this Act;
iv) the amount of interest accrued and remaining unpaid at the end of each accounting	-	-
year; and
v) the amount of further interest remaining due and payable even in the succeeding	-	-
years, until such date when the interest dues as above are actually paid to the
small enterprise, for the purpose of disallowance as a deductible expenditure under
Section 23 of MSMED Act, 2006.

The information has been given in respect of such vendors to the extent they could be identified as "Micro and Small Enterprises" enterprises on the basis of information available with the Company.

28. Other current financial liabilities

Current maturities of long-term borrowing	25.00	175.00
Current maturities of lease liabilities (refer note 49)	11.69	0.09
Interest accrued on borrowings	0.13	0.89
Security deposits	1.09	0.91
Unpaid dividends #	9.44	9.47
Creditors for capital goods	16.81	4.83
Employee dues payable	71.51	73.15
Other payables	1.62	0.49
Total	137.29	264.83

Not due for deposits to the Investor Education Protection Fund

29. Other current liabilities

Total	55.33	57.48
Others	5.22	7.36
Statutory dues payable	28.12	30.42
Advances from customers	21.99	19.70

30. Current provisions

Provision for employee benefits
Provision for post-separation benefits of Directors (refer note 59)	0.68	0.43
Provision for compensated absences	2.53	0.58
Provision for gratuity (refer note 59)	1.90	2.53
Provision for Providend Fund Trust (refer note 59)	35.64	-
Others
Provision for disputed liabilities (refer note 48)	82.05	77.55
Total	122.80	81.09

31. Current tax liabilities (net)

Particulars	31 March, 2020	31 March, 2019
Provision for income tax (net)	4.70	7.83
Total	4.70	7.83

32. Revenue from operations *

Operating revenue
Sale of products	6,241.09	6,189.54
Other operating revenues
Budgetary support subsidy #	49.75	47.22
Export subsidy	7.88	8.41
Scrap sale	10.10	10.73
Miscellaneous	0.98	17.29
Sub-Total	68.71	83.65
Total	6,309.80	6,273.19

Represents the amount of budgetary support to be provided by the Government of India for the existing eligible manufacturing units operating under different industrial promotion tax exemption schemes, pursuant to the notification no: F. No. 10(1)/2017-DBA-II/NER issued by the Ministry of Commerce and Industry dated 05 October, 2017. These have been recorded and disclosed in accordance with the Ind AS 20 'Government Grants'.

Disclosures on revenue pursuant to Ind AS 115 - Revenue from contracts with customers

A Reconciliation of revenue from sale of products with the contracted price

Sale of products	6,241.09	6,189.54
Less: Trade discounts, volume rebates, etc.	(478.37)	(405.62)
Contracted Price	6,719.46	6,595.16

B Disaggregation of revenue

Set out below is the disaggregation of the Company's revenue from contracts with customers:

Revenue from contracts with customers

i) Revenue from operations @
(a) Consumer care business	5,208.71	5,097.16
(b) Food business	942.23	1,003.10
(c) Others	90.15	89.28
Operating revenue	6,241.09	6,189.54
ii) Other operating income (scrap sales)	10.10	10.73
Total revenue covered under Ind AS 115	6,251.19	6,200.27

@ The Company has disaggregataed the revenue from contracts with customers on the basis of nature of products into consumer care business, food business, retail business and other segments (refer note 51). The Company believes that the disaggregation of revenue on the basis of nature of products have no impact on the nature, amount, timing and uncertainity of revenue and cash flows.

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	235

C Contract balances

The following table provides information about receivables and contract liabilities from contract with customers:

Particulars	31 March, 2020	31 March, 2019
Contract liabilities
Advance from consumers	21.99	19.70
Total	21.99	19.70
Receivables
Trade receivables	389.23	439.97
Less : Allowances for expected credit loss	(9.60)	(8.51)
Net receivables	379.63	431.46

Contract asset is the right to consideration in exchange for goods or services transferred to the customer. Contract liability is the entity's obligation to transfer goods or services to a customer for which the entity has received consideration from the customer in advance.

D Significant changes in the contract liabilities balances during the year are as follows:

Opening balance	19.70	12.79
Addition during the year	21.99	19.70
Revenue recognised during the year	19.70	12.79
Closing balance	21.99	19.70

33. Other income

Interest income
Investment in debt instruments measured at FVTOCI	75.66	78.35
Investment in debt instruments measured at FVTPL	-	4.81
Other financial assets carried at amortised cost	138.58	145.60
Dividend income	-	0.00
Other gains
Sale of financial assets measured at FVTPL	16.90	6.15
Sale of financial assets measured at FVTOCI	6.90	1.45
Sale of other financial assets measured at amortised cost	1.87	-
Financial assets measured at FVTPL (net)	1.13	0.79
Sale of property, plant and equipment (net)	-	0.89
Foreign currency transactions and translations (net)	4.43	1.44
Other non-operating income
Rent income	9.98	10.39
Miscellaneous	21.45	24.87
Total	276.90	274.74

34. Cost of materials consumed*

Raw material
Opening stock	224.47	202.80
Add: Purchases	1,669.23	1,547.99
Less: Closing stock	227.74	224.47
Sub-Total	1,665.96	1,526.32
Packing material
Opening stock	86.85	70.35
Add: Purchases	786.41	752.69
Less: Closing stock	89.85	86.85
Sub-Total	783.41	736.19
Total	2,449.37	2,262.51

* Includes research and development expenditure (refer note 39.1)

35. Changes in inventories of finished goods, stock-in-trade and work-in-progress

Particulars	31 March, 2020	31 March, 2019
Opening inventories
(i) Finished goods	243.65	256.27
(ii) Work-in-progress	95.34	99.10
(iii) Stock-in-trade (acquired for trading) #	81.61	75.33
Closing inventories
(i) Finished goods	315.76	243.65
(ii) Work-in-progress	89.14	95.34
(iii) Stock-in-trade (acquired for trading) #	85.59	81.62
Total	(69.89)	10.09

* includes stock-in-trade (acquired for trading)-in-transit

36. Employee benefits expense *

Salary and wages	485.51	455.62
Contribution to provident and other funds	38.25	35.77
Staff welfare expenses	18.02	17.48
Share based payment expenses	36.48	63.46
Total	578.26	572.33

* Includes research and development, refer note 39.1.

37. Finance costs

Interest expenses	17.41	25.99
Exchange differences regarded as an adjustment to borrowing cost	1.40	3.08
Other borrowing cost	0.46	0.73
Total	19.27	29.80

38. Depreciation and amortisation expense *

Depreciation on property, plant and equipment (refer note 6A)	122.38	102.79
Depreciation on investment property (refer note 6C)	0.99	0.99
Amortisation of intangible assets (refer note 6D)	6.56	5.05
Total	129.93	108.83

* Includes research and development, refer note 39.1.

39. Other expenses

Others*
Power and fuel	66.48	63.99
Consumption of stores, spares and consumables	21.46	22.32
Repair and maintenance
Building	2.64	3.47
Machinery	8.84	7.67
Others	20.83	22.03
Processing charges	17.68	12.36

		Corporate	Board &	Financial
236 Dabur India Limited	Annual Report 2019-20	Overview	Management Reports	Statements	237

Particulars	31 March, 2020	31 March, 2019
Rates and taxes	5.49	6.05
Rent	27.88	38.53
Freight and forwarding charges	118.06	113.20
Commission to carrying and forwarding agents	22.76	23.44
Travel and conveyance	57.67	56.65
Legal and professional	33.86	41.08
Directors' sitting fees	0.69	0.61
Commission to Non Executive Directors	0.68	-
Security	11.61	10.33
Payment to auditors (refer note 46)	0.77	0.70
Expected credit loss / impairment of financial and non-financial assets	1.11	2.03
Loss on disposal / impairment of property, plant and equipment (net)	1.76	-
Provision for disputed liabilities	4.50	8.94
Donation and charity #	43.38	39.18
Information technology	20.63	23.95
Distributor and retailer network	33.22	29.71
Miscellaneous	69.81	59.12
Total	591.81	585.36

* Includes research and development expenditure, refer note 39.1.

Includes corporate social responsibility expenses (refer note 50 for details).

39.1 Research and development expenditure

Raw material consumed (refer note 34)	1.39	1.60
Employee benefits expense (refer note 36)	17.43	16.28
Depreciation and amortization (refer note 38)	3.07	2.84
Other expenses (refer note 39)
Consumption of stores, spares and consumables	0.44	0.50
Power and fuel	1.87	1.65
Repair and maintenance	2.41	1.91
Freight and forwarding charges	0.01	0.01
Rent	0.16	0.19
Rates and taxes	1.39	2.68
Travel and conveyance	0.78	0.98
Legal and professional	1.43	1.27
Communication	0.34	0.33
Security	0.47	0.42
Miscellaneous	7.80	6.63
Total	38.99	37.29

40. The exceptional item for the year ended 31 March, 2020 represents provision for impairment in the value of treasury investment due to rating downgrade and default in repayment (refer notes 7 and 13)

41. Taxation

The key components of income tax expense for the year ended 31 March, 2019 and 31 March, 2020 are:

A Standalone Statement of Profit and Loss:

	Particulars		31 March, 2020	31 March, 2019
(i)		Profit and Loss section
	a)	Current tax
		In respect of current year	421.73	369.48
		Adjustments for current tax of prior periods	3.67	(0.20)
			425.40	369.28
	b)	Deferred tax
		In respect of current year	(187.28)	(130.22)
	Income tax expense reported in the Standalone Statement of Profit and Loss		238.12	239.06
		(ii) Other Comprehensive Income (OCI) section
		Income tax related to items recognised in OCI during the year:
	a)	Re-measurement gains on defined benefit plans	(10.39)	0.22
	b)	Net fair value gain on investment in debt instruments through OCI	8.15	(1.21)
	Income tax charged to OCI		(2.24)	(0.99)
Total			235.88	238.07

B Reconciliation of tax expense between accounting profit at applicable tax rate and effective tax rate:

Accounting profit before tax	1,408.47	1,503.35
Statutory income tax rate	34.94%	34.94%
Tax expense at statutory income tax rate	492.18	525.33
Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
Minimum Alternate Tax (MAT) credit recognized	(160.61)	(123.72)
Tax impact of expenses which will never be allowed	11.35	10.99
Tax benefits for expenses incurred for inhouse research and development	(2.79)	(2.94)
Tax impact of exempted income	(109.29)	(161.44)
Adjustments for current tax of prior periods	3.67	(0.20)
Others	3.61	(8.96)
Income tax expense at effective tax rate reported in the Standalone Statement of Profit and Loss	238.12	239.06

During the year ended 31 March, 2019 and 31 March, 2020, the Company has paid dividend to its shareholders. This has resulted in payment of Dividend Distribution Tax to the taxation authorities. The Company believes that Dividend Distribution Tax represents additional payment to taxation authority on behalf of the shareholders. Hence, Dividend Distribution Tax paid is charged to equity. (refer note 44)

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	239

42. Other comprehensive income (OCI)

A Items that will not be reclassified to profit or loss

Particulars	31 March, 2020	31 March, 2019
Re-measurements gains/ (loss) on defined benefit plans	(29.74)	1.04
Income tax relating to items that will not be reclassified to profit or loss	10.39	(0.22)
Sub-Total	(19.35)	0.82

B Items that will be reclassified to profit or loss

Net fair value gain/(loss) on investment in debt instruments measured through OCI	35.00	(5.20)
Income tax relating to items that will be reclassified to profit or loss	(8.15)	1.21
Sub-Total	26.85	(3.99)
Total	7.50	(3.17)

43. Earning per share

Net profit attributable to equity shareholders

Net profit for the year	1,170.35	1,264.29
Total number of equity shares outstanding at the beginning of the year	1,76,62,91,141	1,76,15,20,510
Total number of equity shares outstanding at the end of the year	1,76,70,63,892	1,76,62,91,141
Weighted average number of equity shares for calculating basic earning per share	1,76,69,35,235	1,76,54,80,607
Basic earning per share (₹)	6.62	7.16
Nominal value per equity share (K)	1.00	1.00
Weighted average number of equity shares for calculating basic earning per share	1,76,69,35,235	1,76,54,80,607
Add: Weighted average number of potential equity shares on account of employee stock options	55,52,693	71,85,839
Weighted average number of equity shares for calculating diluted earning per share	1,77,24,87,928	1,77,26,66,446
Diluted earning per share (₹)	6.60	7.13

44. Dividend

Proposed Dividend
Proposed final dividend for the financial year 2019-20 [ ₹ 1.60 per equity share of ₹ 1.00 each]^	282.74	-
Proposed final dividend for the financial year 2018-19 [ ₹ 1.50 per equity share of ₹ 1.00 each]#	-	264.95
Dividend distribution tax on proposed final dividend	-	54.46
Total	282.74	319.41
Paid Dividend
Final dividend for the financial year 2018-19 [ ₹ 1.50 per equity share of ₹ 1.00 each]	265.06	-
Dividend distribution tax on final dividend	54.48	-
Interim dividend for the financial year 2019-20 [ ₹ 1.40 per equity share of ₹ 1.00 each]	247.39	-
Dividend distribution tax on interim dividend	50.85	-
Final dividend for the financial year 2017-18 [ ₹ 6.25 per equity share of ₹ 1.00 each]	-	1,103.92
Dividend distribution tax on final dividend	-	226.91
Interim dividend for the financial year 2018-19 [ ₹ 1.25 per equity share of ₹ 1.00 each]	-	220.79
Dividend distribution tax on interim dividend	-	45.39
Total	617.78	1,597.01

^ The Board of Directors at its meeting held on 27 May, 2020 have recommended a payment of final dividend of ₹ 1.60 per equity share with face value of ₹ 1.00 each for the financial year ended 31 March, 2020, which amounts to ₹ 282.74 crores. The above is subject to approval at the ensuing Annual General Meeting of the Company and hence is not recognised as a liability. # Paid to shareholders during the financial year 2019-20.

45. Contingent liabilities and commitments

A. Contingent liabilities

Particulars	31 March, 2020	31 March, 2019
Guarantees issued on behalf of subsidiary and other companies	2.30	327.53
Claims against the Company not acknowledged as debt
Claims by employees	1.33	1.21
Excise duty / service tax matters (refer note 48)	76.10	78.36
Sales tax matters (refer note 48)	92.51	100.99
Income tax matters	26.77	4.77
Demand for stamp duty #	15.30	15.30
Others #	8.57	8.58
Total	222.88	536.74

based on discussions with the solicitors / favourable decisions in similar cases / legal opinions taken by the Company, the Management believes that the Company has a good chance of success in above-mentioned cases and hence, no provision is considered necessary.

Pursuant to judgement by the Hon'ble Supreme Court of India dated 28 February, 2019, it was held that basic wages, for the purpose of provident fund, should include certain allowances which are common for all employees. However, there is uncertainty with respect to the applicability of the judgement and period from which the same applies and accordingly, the Company has not provided for any liability on account of this.

The Company has certain ongoing direct tax litigations in relation to which the Management believes that there will be no outflow of resources embodying economic benefits that would be required to settle such obligations. However, in the event of any unfavourable outcome in respect to such litigations, that liability would be settled against unused minimum alternate tax credits which have not been recognized as an asset in the books of accounts as been explained in note 25.2.

B. Commitments

Estimated amount of contracts remaining to be executed on capital account and not	75.40	81.57
provided for(net of capital advances of ₹ 15.54 crores (31 March, 2019 : ₹ 15.79 crores))

46. Payment to auditors *

Statutory audit and limited reviews	0.59	0.59
Certification fee and other services	0.01	0.01
For reimbursement of expenses	0.17	0.10
Total	0.77	0.70

* excluding goods and service tax, as applicable

47. Information on details of loans, guarantees and investments under Section 186 of the Act.

• i) Details of investments made are given in notes 7 and 13 *
• ii) There are no loans given by the Company in accordance with Section 186 of the Act read with rules issued thereunder.
• iii) Details of guarantees issued by the Company are as follows: *

Guarantees outstanding, given on behalf of	Purpose	31 March, 2020	31 March, 2019
Dermoviva Skin Essentials Inc.	Against bank borrowings	-	318.09
Forum I Aviation Private Limited	Against bank borrowings	-	7.14
Broadcast Audience Research Council	Against bank borrowings	2.30	2.30
Total		2.30	327.53

* All transactions are in the ordinary course of business

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	241

48. Disclosure relating to provisions recorded in these standalone financial statements pursuant to the Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets

Particulars	Provision of sales tax/entry tax*		Provision of excise #
	31 March, 2020	31 March, 2019	31 March, 2020	31 March, 2019
Opening balance	21.97	13.03	55.58	45.57
Additions	4.50	10.09	-	10.01
Utilisations/ adjustment##	5.98	(1.15)	(5.98)	-
Closing balance	32.45	21.97	49.60	55.58

* Sales tax provisions made towards classification matters and towards rate differences matters at various levels including assessing authority / revisional board/commissioner's level / Appellate Tribunal and at Hon'ble High Courts.

• ** Entry tax provisions made towards tax difference matters at Orissa and Baddi at various levels including assessing authority / commissioner's level / Appellate Tribunal and at Hon'ble High Courts.

• Excise provisions made towards classification matters at various levels including Commissioner, Commissioner (Appeal), Appellate Tribunal and Hon'ble High Court.

• The utilisations pertains to cases settled during the year against the Company, accordingly the Company deposited amount against aforementioend provision. Adjustments represents amounts reclassified from 'provision of excise / service tax' to 'provision of sales tax / entry tax.

Notes:

• i) These provisions represent estimates made mainly for probable claims arising out of litigations/disputes pending with authorities under various statutes (Excise duty, Service tax, Sales tax, Entry tax). The probability and the timing of the outflow with regard to these matters depend on the final outcome of the litigations/disputes. Hence, the Company is not able to reasonably ascertain the timing of the outflow.
• ii) Discounting obligation has been ignored considering that these disputes relate to Government Authorities.

49. Information on lease transactions pursuant to Ind AS 116 - Leases

A Assets taken on lease *

The Company has leases for office building, warehouses and related facilities and cars. With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. Variable lease payments which do not depend on an index or a rate are excluded from the initial measurement of the lease liability and right of use assets. The Company currently classifies its right-of-use assets in a consistent manner in leased buildings under property, plant and equipment.

Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublease the asset to another party, the right-of-use asset can only be used by the Company. Some leases contain an option to extend the lease for a further term. The Company is prohibited from selling or pledging the underlying leased assets as security. For leases over office buildings and other premises the Company must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease. Further, the Company is required to pay maintenance fees in accordance with the lease contracts.

i) Lease payments not included in measurement of lease liability

The expense relating to payments not included in the measurement of the lease liability is as follows:

Particulars	31 March, 2020
Short-term leases	1.38
Leases of low value assets	0.93
Variable lease payments	-
Total	2.31

• ii) Total cash outflow for leases for the year ended 31 March, 2020 was Rs. 18.06 crores.
• iii) Maturity of lease liabilities

The lease liabilities are secured by the related underlying assets. Future minimum lease payments were as follows:

Particulars	Lease payments	Interest expense	Net Present Values
Not later than 1 year	14.67	2.98	11.69
Later than 1 year not later than 5 years	27.77	3.77	24.00
Later than 5 years	4.68	4.00	0.68
Total	47.12	10.75	36.37

iv) Information about extension and termination options

Right of use assets	Office premises	Warehouse and related facilities
Number of leases	6	13
Range of remaining term (in years)	0.17 – 4.91	0.87 – 4.00
Average remaining lease term (in years)	2.11	1.97
Number of leases with extension option	3	13
Number of leases with termination option	5	10

v) Impact on transition

The Company has adopted Ind AS 116 "Leases" effective 1 April, 2019. as notified by the Ministry of Corporate Affairs (MCA) in the Companies (Indian Accounting Standard) Amendment Rules, 2019, using modified restrospective method. The adoption of this standard has resulted in recognition of lease liability and right-of-use assets amounting to Rs 45.62 Crores and Rs 46.77 Crores respectivelyas at 1 April, 2019, however it did not have any material impact on the profit of the year ended 31 March, 2020.

For contracts in place as at 1 April, 2019, Company has elected to apply the definition of a lease from Ind AS 17 and has not applied Ind AS 116 to arrangements that were previously not identified as lease under Ind AS 17.

The Company has elected not to include initial direct costs in the measurement of the right-of-use asset for operating leases in existence at the date of initial application of Ind AS 116, being 1 April, 2019.

Instead of performing an impairment review on the right-of-use assets at the date of initial application, the Company has relied on its historic assessment as to whether leases were onerous immediately before the date of initial application of Ind AS 116.

On transition, for leases previously accounted for as operating leases with a remaining lease term of less than 12 months and for leases of low-value assets the Company has applied the optional exemptions to not recognise right-of-use assets but to account for the lease expense on a straightline basis over the remaining lease term.

For those leases previously classified as finance leases, the right-of-use asset and lease liability are measured at the date of initial application at the same amounts as under Ind AS 17 immediately before the date of initial application.

The Company has benefited from the use of hindsight for determining the lease term when considering options to extend and terminate leases.

On transition to Ind AS 116 the weighted average incremental borrowing rate applied to lease liabilities recognised was 10 %.

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Annual Report 2019-20	Overview	Management Reports	Statements	243

The following is a reconciliation of total operating lease commitments at 31 March, 2019 (as disclosed in the financial statements for the year ended 31 March, 2019) to the lease liabilities recognised at 1 April, 2019:

Total operating lease commitments disclosed as at 31 March, 2019	2.48
Other adjustments relating to lease commitment disclosures	59.24
Recognition exemptions:
Leases of low value assets	(1.03)
Leases with remaining lease term of less than 12 months	(1.45)
Operating lease liabilities before discounting	59.24
Discounting impact (using incremental borrowing rate)	(14.76)
Operating lease liability	44.48
Finance lease obligations under Ind AS 17	1.14
Total lease liabilities recognised under Ind AS 116 at 1 April, 2019	45.62

* Lease rent debited to the Standalone Statement of Profit and Loss is ₹ 27.88 crores (31 March, 2019 : ₹ 38.53 crores) including rent reimbursements of ₹ 25.57 crores ( 31 March, 2019: ₹ 22.97 crores).

B Assets given on operating lease #

The Company has given buildings under non-cancellable operating leases expiring within period not exceeding five years. The contractual future minimum lease related receivables in respect of these leases are:

Particulars	31 March, 2020	31 March, 2019
Not later than 1 year	7.81	8.95
Later than 1 year not later than 5 year	4.15	11.27
Later than 5 year	-	-
Total	11.96	20.22

Lease rent credited to the Standalone Statement of Profit and Loss of the current year is ₹ 9.98 crores (31 March, 2019 : ₹ 10.39 crores)

50. Corporate Social Responsibility (CSR) expenditure

In accordance with the provisions of Section 135 of the Act, the Board of Directors of the Company had constituted CSR Committee. The details for CSR activities are as follows:

i) Gross amount required to be spent by the Company during the year	27.52	25.43
ii) Amount spent during the year on the following:
(a) Construction / acquisition of any asset	-	-
(b) On purpose other than (a) above	27.85	26.35
Total	27.85	26.35

51. Information on segment reporting pursuant to Ind AS 108 - Operating Segments

Operating segments:

Consumer care business	Home care, personal care and health care
Food business	Juices, beverages and culinary
Other segments	Guar gum, pharma and others

Identification of segments:

The chief operational decision maker monitors the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit and loss of the segment and is measured consistently with profit or loss in these financial statements. Operating segments have been identified on the basis of the nature of products.

Segment revenue and results

The expenses and income which are not directly attributable to any business segment are shown as unallocable expenditure (net of unallocable income).

Segment assets and liabilities:

Assets used by the operating segments mainly consist of property, plant and equipment, trade receivables, cash and cash equivalents and inventories. Segment liabilities include trade payables and other liabilities. Common assets and liabilities which cannot be allocated to any of the segments are shown as a part of unallocable assets/liabilities.

The measurement principles of segments are consistent with those used in preparation of these financial statements. There are no inter-segment transfers.

Particulars	31 March, 2020	31 March, 2019
1. Segment revenue
A. Consumer care business	5,256.05	5,157.60
B. Food business	944.66	1,006.25
C. Other segments	90.15	89.28
D. Unallocated other operating revenue	18.94	20.06
Revenue from operations	6,309.80	6,273.19
2. Segment results
A. Consumer care business	1,475.33	1,471.21
B. Food business	107.55	122.84
C. Other segments	4.19	7.30
Sub total	1,587.07	1,601.35
Less: Finance costs	19.27	29.80
Less: Unallocable expenditure net of unallocable income	59.33	68.20
Profit before exceptional items and tax	1,508.47	1,503.35
Exceptional items (refer note 40)	100.00	-
Profit before tax	1,408.47	1,503.35
Less: Tax expenses	238.12	239.06
Net profit for the year	1,170.35	1,264.29
3. Segment assets
A. Consumer care business	2,000.99	1,802.55
B. Food business	350.27	319.39
C. Other segments	36.52	35.10
D. Unallocated	3,712.33	3,421.74
Total	6,100.11	5,578.78
4. Investment in joint venture
Unallocated	6.99	6.99

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Annual Report 2019-20	Overview	Management Reports	Statements	245

Particulars		31 March, 2020	31 March, 2019
	5. Segment liabilities
A.	Consumer care business	768.86	811.92
B.	Food business	212.02	267.11
C.	Other segments	16.35	14.14
D.	Unallocated	528.65	516.79
Total		1,525.88	1,609.96
	6. Capital expenditure
A.	Consumer care business	185.68	72.22
B.	Food business	46.28	1.66
C.	Other segments	0.97	0.54
D.	Unallocated	93.00	38.60
Total		325.93	113.02
	7. Depreciation and amortisation expense
A.	Consumer care business	68.79	66.06
B.	Food business	14.95	15.33
C.	Other segments	0.90	0.88
D.	Unallocated	45.29	26.56
Total		129.93	108.83
	8. Non-cash expenses other than depreciation
	Unallocated	136.48	63.46

9. Revenue from key customers

The Company is not reliant on revenues from transactions with any single external customer and does not receive 10% or more of its revenues from transactions with any single external customer.

52. Reconciliation of liabilities arising from financing activities pursuant to Ind AS 7 - Cash flows

The changes in the Company's liabilities arising from financing activities can be classified as follows:

Particulars	Non-current borrowings	Current borrowings	Equity share capital	Total
Net debt as at 01 April, 2018	201.04	85.49	176.15	462.68
Proceeds from issue of equity share capital	-	-	0.48	0.48
Proceeds from non-current borrowings (including current maturities) (net)	0.02	-	-	0.02
Proceeds from current borrowings (net)	-	26.68	-	26.68
Reclassification of current maturities of long-term borrowing to other current financial liabilities	(175.01)	-	-	(175.01)
Unrealised foreign exchange gain	-	(3.45)	-	(3.45)
Net debt as at 31 March, 2019	26.05	108.72	176.63	311.40
Net debt as at 01 April, 2019	26.05	108.72	176.63	311.40
Proceeds from issue of equity share capital	-	-	0.08	0.08
Recognition of lease liability (including current)	35.32	-	-	35.32
Repayment of current borrowings (net)	-	(19.44)	-	(19.44)
Reclassification of current maturities of long-term borrowing to other current financial liabilities	(36.69)	-	-	(36.69)
Net debt as at 31 March, 2020	24.68	89.28	176.71	290.67

53. Information about subsidiaries and joint ventures is as follows:

S. No.	Name of entity	Principal place of business	Nature	Proportion of ownership (%) as at 31 March, 2020	Proportion of ownership (%) as at 31 March, 2019
A		Subsidiary companies at any time during the year
1	H & B Stores Limited	India	Domestic wholly owned subsidiary	100.00%	100.00%
2	Dermoviva Skin Essentials INC	United States of America	Foreign wholly owned subsidiary	100.00%	100.00%
3	Dabur International Limited	Isle of Man	Foreign wholly owned subsidiary	100.00%	100.00%
4	Naturelle LLC	Emirate of RAS Al Khaimah, United Arab Emirates	Foreign wholly owned subsidiary	100.00%	100.00%
5	Dabur Egypt Limited	Egypt	Foreign wholly owned subsidiary	100.00%	100.00%
6	African Consumer Care Limited	Nigeria	Foreign wholly owned subsidiary	100.00%	100.00%
7	Dabur Nepal Private Limited	Nepal	Foreign subsidiary	97.50%	97.50%
8	Asian Consumer Care Private Limited	Bangladesh	Foreign subsidiary	76.00%	76.00%
9	Asian Consumer Care Pakistan Private Limited**	Pakistan	Foreign wholly owned subsidiary	-	100.00%
10	Hobi Kozmetik	Turkey	Foreign wholly owned subsidiary	100.00%	100.00%
11	RA Pazarlama	Turkey	Foreign wholly owned subsidiary	100.00%	100.00%
12	Dabur Lanka Private Limited	Sri Lanka	Foreign wholly owned subsidiary	100.00%	100.00%
13	Namaste Laboratories LLC	United States of America	Foreign wholly owned subsidiary	100.00%	100.00%
14	Urban Laboratories International LLC	United States of America	Foreign wholly owned subsidiary	100.00%	100.00%
15	Hair Rejuvenation & Revitalization Nigeria Limited	Nigeria	Foreign wholly owned subsidiary	100.00%	100.00%
16	Healing Hair Laboratories International LLC	United States of America	Foreign wholly owned subsidiary	100.00%	100.00%
17	Dabur (UK) Limited	British Virgin Island, United Kingdom	Foreign wholly owned subsidiary	100.00%	100.00%
18	Dabur Consumer Care Private Limited	Sri Lanka	Foreign wholly owned subsidiary	100.00%	100.00%
19	Dabur Tunisie *	Tunisie	Foreign wholly owned subsidiary	100.00%	100.00%
20	Dabur Pakistan Private Limited**	Pakistan	Foreign wholly owned subsidiary	-	100.00%

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Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	247

S. No.	Name of entity	Principal place of business	Nature	Proportion of ownership (%) as at 31 March, 2020	Proportion of ownership (%) as at 31 March, 2019
21	Dabur Pars	Iran	Foreign wholly owned subsidiary	100.00%	100.00%
22	Dabur South Africa (PTY) Limited	South Africa	Foreign wholly owned subsidiary	100.00%	100.00%
23	D and A Cosmetics Proprietary Limited	South Africa	Foreign wholly owned subsidiary	100.00%	100.00%
24	Atlanta Body and Health Products Proprietary Limited	South Africa	Foreign wholly owned subsidiary	100.00%	100.00%
25	Excel Investments FZC (w.e.f 20 August, 2019)**	Sharjah, United Arab Emirates	Foreign wholly owned subsidiary	-	N.A.
B	Joint venture at any time during the year
1	Forum I Aviation Private Limited	India	-	20.00%	20.00%

* The liquidation of Dabur Tunisie, is under process and is likely to be completed by 31 December, 2020. The liquidation was earlier expected to be completed by 31 December, 2019, but due to certain legal and regulatory compliances under the laws of Tunisia, the completion date was extended.

** Subsidiary through control by management w.e.f 20 August, 2019

54. Information on related party transactions pursuant to Ind AS 24 - Related Party Disclosures

Following are the related parties and transactions entered with related parties for the relevant financial year:

A) List of related parties and relationships

	i) Subsidiaries
1	H & B Stores Limited		14 Urban Laboratories International LLC
2	Dermovia Skin Essentials INC	15	Hair Rejuvenation & Revitalization Nigeria Limited
3	Dabur International Limited	16	Healing Hair Laboratories International LLC
4	Naturelle LLC		17 Dabur (UK) Limited
5 Dabur Egypt Limited			18 Dabur Consumer Care Private Limited
6	African Consumer Care Limited	19	Dabur Tunisie (refer note 53)
7	Dabur Nepal Private Limited	20	Dabur Pakistan Private Limited
8	Asian Consumer Care Private Limited	21	Dabur Pars
9	Asian Consumer Care Pakistan Private Limited	22	Dabur South Africa (PTY) Limited
	10 Hobi Kozmetik	23	D and A Cosmetics Proprietary Limited
11	RA Pazarlama		24 Atlanta Body and Health Products Proprietary Limited
12 Dabur Lanka Private Limited		25	Excel Investments FZC (w.e.f 20 August, 2019)
13	Namaste Laboratories LLC
	ii) Joint venture		Forum I Aviation Private Limited

iii)Key management personnel (KMP's)
a) As per Companies Act, 2013	Mr. P.D. Narang, Whole Time Director
	Mr. Sunil Duggal, Whole Time Director (till 15 May, 2019)
	Mr. Mohit Malhotra, Chief Executive Officer and Whole Time Director
	Mr. Lalit Malik, Chief Financial Officer (CFO)
	Mr. Ashok Kumar Jain, Executive Vice President(Finance) and Company Secretary
b) As per Ind AS 24 **	Dr. Anand Chand Burman, Non Executive Director and Chairman (till 19 July, 2019)
	Mr. Amit Burman, Non Executive Director & Chairman (Chairman w.e.f. 19 July, 2019)
	Mr. Mohit Burman, Non Executive Director & Vice Chairman (Vice Chairman w.e.f. 19 July, 2019)
	Mr. Aditya Chand Burman, Non Executive Director (w.e.f 19 July, 2019)
	Mr. Saket Burman, Non Executive Director
	Mr. Sunil Duggal, Non Executive Director (w.e.f 16 May, 2019 till 19 July, 2019)
	Mr. P. N. Vijay, Independent Director
	Mr. R C Bhargava, Independent Director
	Dr. S Narayan, Independent Director
	Dr. Ajay Dua, Independent Director
	Mr. Sanjay Kumar Bhattacharyya, Independent Director
	Mrs. Falguni Nayar, Independent Director
	Mr. Ajit Mohan Sharan, Independent Director
iv)Entities in which a Director or his/her	Jetways Travels Private Limited
relative is a member or Director *	Aviva Life Insurance Company Limited
	Lite Bite Foods Private Limited
	Universal Sompo General Insurance Company
v) Relatives of KMPs/Directors*	Mr. Vivek Chand Burman, father of a Director
	Ms. Asha Burman, mother of a Director
vi)Post employment benefit plan entities	Dabur India Limited E.P.F Trust
	Dabur Gratuity Trust
	Dabur Superannuation Trust

* With whom the Company had transactions during the current year or previous year

**In addition to being disclosed in iii) a) above.

B)Transactions with related parties

The following transactions were carried out with related parties in the ordinary course of business:

Particulars		Transactions during the year	Balance at the end of the year
	31 March, 2020	31 March, 2019	31 March, 2020	31 March, 2019
A Key Management Personnel / Directors
i) Employee benefits	22.77	30.06	-	-
ii) Post separation benefits	5.18	5.01	50.99	48.54
iii) Reimbursement of expenses	0.41	0.26	-	-
iv) Share based payment	22.38	43.49	-	-
v) Directors' sitting fees	0.69	0.61	-	-
vi) Commission to Non Executive Directors	0.68	-	0.68	-

	Corporate	Board &	Financial
Annual Report 2019-20	Overview	Management Reports	Statements	249

Particulars			Transactions during the year	Balance at the end of the year
		31 March, 2020	31 March, 2019	31 March, 2020	31 March, 2019
B	Subsidiaries
i)	Purchase of products	466.59	454.04	53.92	29.91
ii)	Sale of products	83.54	100.96	9.82	21.80
	iii) Miscellaneous income	5.50	5.03	5.50	5.03
	iv) Share based payment	8.78	13.91	9.01	14.16
	v) Reimbursement of expenses on behalf of the Company	0.39	0.11	0.24	0.04
	vi) Investments	-	-	91.68	91.68
vii) Guarantees and collaterals		(318.09)	(323.84)	-	318.09
	Above includes the following material transactions:
	Purchase of products
	Dabur Nepal Private Limited	375.93	392.81	49.38	23.88
	Guarantees and collaterals
	Dermoviva Skin Essentials INC	(318.09)	(323.84)	-	318.09
C	Joint venture
	Forum I Aviation Private Limited
i)	Interest received on security deposit	0.03	0.02	-	-
ii)	Miscellaneous expenses	3.94	2.98	0.32	0.12
	iii) Investment	-	-	6.99	6.99
	iv) Guarantees and collaterals	(7.14)	-	-	7.14
v)	Security Deposit	-	-	0.38	0.38
D	Others
i)	Post separation benefits paid	0.36	0.39	4.39	4.65
	ii) Post employment benefit plan	51.80	51.29	-	-
	iii) Purchase of goods/services	10.54	7.94	0.25	0.29

E Disclosure requirements pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

There are no loans / advances in nature of loan given by the Company to related parties, accordingly the disclosure requirements pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable.

55. Details of hedged and unhedged exposure in foreign currency denominated monetary items

A Exposure in foreign currency - hedged

The Company enters into forward exchange contracts to hedge against its foreign currency exposures relating to the underlying transactions and firm commitments. The Company does not enter into any derivative instruments for trading or speculative purposes.

Outstanding overseas exposure hedged by forward option/ contract against adverse currency fluctuation:

Particulars	Period	Foreign currency			Local currency
Packing credit loan *	31 March, 2020	USD	-	INR	-
	31 March, 2019	USD	0.80	INR	55.32

* The nature of risk hedged is adverse currency fluctuations

B Exposure in foreign currency - unhedged

Outstanding overseas exposure not being hedged against adverse currency fluctuation:

Particulars	Period	Foreign currency			Local currency
Export receivables	31 March, 2020	EUR	0.00	INR	0.20
	31 March, 2019	EUR	0.00	INR	0.16
	31 March, 2020	USD	0.43	INR	32.35
	31 March, 2019	USD	0.55	INR	37.77
	31 March, 2020	AUD	-	INR	-
	31 March, 2019	AUD	0.00	INR	0.00
Overseas creditors	31 March, 2020	USD	0.19	INR	14.14
	31 March, 2019	USD	0.10	INR	7.16
	31 March, 2020	EUR	0.00	INR	0.00
	31 March, 2019	EUR	0.00	INR	0.00
	31 March, 2020	SGD	-	INR	-
	31 March, 2019	SGD	0.00	INR	0.01
	31 March, 2020	AUD	0.00	INR	0.12
	31 March, 2019	AUD	0.00	INR	0.01
Advances to suppliers	31 March, 2020	USD	0.13	INR	9.53
	31 March, 2019	USD	0.03	INR	1.86
	31 March, 2020	AUD	0.07	INR	3.17
	31 March, 2019	AUD	-	INR	-
Bank balances in exchange earner	31 March, 2020	USD	0.01	INR	0.73
foreign currency (EEFC) account	31 March, 2019	USD	0.13	INR	8.75
Advance from customers	31 March, 2020	USD	0.06	INR	4.85
	31 March, 2019	USD	0.02	INR	1.53
	31 March, 2020	AUD	0.00	INR	0.00
	31 March, 2019	AUD	-	INR	-
	31 March, 2020	EUR	0.00	INR	0.18
	31 March, 2019	EUR	-	INR	-

56. Capital management - policies and procedures

For the purpose of the Company's capital management, capital includes issued equity share capital, security premium and all other equity reserves attributable to the equity holders of the Company.

The Company' s capital management objectives are:

• • to ensure the Company's ability to continue as a going concern
• • to provide an adequate return to shareholders

by pricing products and services commensurately with the level of risk.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing

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ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents, excluding discontinued operations, if any.

Particulars	31 March, 2020	31 March, 2019
Non-current borrowings (refer note 22)	24.68	26.05
Other financial liability (refer note 23 and 28)	141.95	269.39
Current borrowings (refer note 26)	89.28	108.72
Trade payables (refer note 27)	1,032.45	998.32
Less: Cash and cash equivalents (refer note 15)	(2.87)	(23.16)
Net debt	1,285.49	1,379.32
Equity share capital (refer note 20)	176.71	176.63
Other equity (refer note 21)	4,397.52	3,792.19
Total capital	4,574.23	3,968.82
Capital and net debt	5,859.72	5,348.14
Gearing ratio	21.94%	25.79%

In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.

No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March, 2020 and 31 March, 2019.

Loan covenants

Under the terms of the major borrowing facilities, the Company is required to maintain a stipulated Net Debt to EBITDA ratio and has complied with the said covenant throughout the reporting period.

57. Financial risk management - objectives and policies

The Company's financial liabilities comprise mainly of borrowings, trade payables and other payables. The Company's financial assets comprise mainly investments, loans, trade receivables, cash and cash equivalents, other balances with banks and other receivables.

The Company's financial risk management is an integral part of how to plan and execute its business strategies.

The Company's activities expose it to market risk, interest rate risk and foreign currency risk. The Board of Directors ('Board') oversee the management of these financial risks through its Risk Management Committee. The risk management policy of the Company formulated by the Risk Management Committee and approved by the Board, states the Company's approach to address uncertainties in its endeavour to achieve its stated and implicit objectives. It prescribes the roles and responsibilities of the Company's management, the structure for managing risks and the framework for risk management. The framework seeks to identify, assess and mitigate financial risks in order to minimize potential adverse effects on the Company's financial performance.

The following disclosures summarize the Company's exposure to financial risks and information regarding use of derivatives employed to manage exposures to such risks. Quantitative sensitivity analysis have been provided to reflect the impact of reasonably possible changes in market rates on the financial results, cash flows and financial position of the Company.

A Market risk

Market risk is the risk of loss of future earnings, fair value or future cash flows arising out of change in the price of a financial instrument. These include change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loans and borrowings.

The Company manages marketrisk through a Risk Management Committee engaged in, inter alia, evaluation and identification of risk factors with the object of governing/mitigating them according to Company's objectives and declared policies in specific context of impact thereof on various segments of financial instruments. The Board provides oversight and reviews the risk management policy on a quarterly basis.

i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to balance the Company's position with regards to interest income and interest expense and to manage the interest rate risk, treasury performs comprehensive interest rate risk management. The Company is not exposed to significant interest rate risk as at the respective reporting dates.

ii) Foreign currency risk

The Company operates internationally with transactions entered into several currencies. Consequently the Company is exposed to foreign exchange risk towards honouring of export / import commitments.

Management evaluates exchange rate exposure in this connection in terms of its established risk management policies which includes the use of derivatives like foreign exchange forward contracts to hedge risk of exposure in foreign currency.

The carrying amounts of the Company's foreign currency denominated monetary items are as follows:

Particulars	USD	EUR	AUD	SGD	Total
Foreign currency exposure as at 31 March, 2020
Export receivables	32.35	0.20	-	-	32.55
Overseas creditors	14.14	0.00	0.12	-	14.26
Advance to supplier	9.53	-	3.17	-	12.70
Advance from customers	4.85	0.18	0.00	-	5.03
Bank balances in exchange earner foreign currency (EEFC) account	0.73	-	-	-	0.73
Packing credit loan (hedged through future contract)	-	-	-	-	-
Foreign currency exposure as at 31 March, 2019
Export receivables	37.77	0.16	0.00	-	37.93
Overseas creditors	7.16	0.00	0.01	0.01	7.18
Advance to supplier	1.86	-	-	-	1.86
Advance from customers	1.53	-	-	-	1.53
Bank balances in exchange earner foreign currency (EEFC) account	8.75	-	-	-	8.75
Packing credit loan (hedged through future contract)	55.32	-	-	-	55.32

The above table represents total exposure of the Company towards foreign exchange denominated assets and liabilities. The details of exposures hedged using forward exchange contracts are given as a part of note 55 A and the details of unhedged exposures are given as part of note 55 B.

Foreign currency sensitivity

The below table demonstrates the sensitivity to a 1% increase or decrease in the foreign currencies against ₹, with all other variables held constant. The sensitivity analysis is prepared on the net unhedged exposure of the Company as at the reporting date. 1% represents management's assessment of reasonably possible change in foreign exchange rate. 1% increase or decrease in foreign exchange rates will have the following impact on profit before tax:

Change in foreign exchange rates	31 March, 2020			31 March, 2019
	1% increase	1% decrease	1% increase	1% decrease
USD	0.24	(0.24)	0.40	(0.40)
EUR	0.00	(0.00)	0.00	(0.00)
AUD	0.03	(0.03)	(0.00)	0.00
SGD	-	-	(0.00)	0.00
Increase / (Decrease) in profit or loss	0.27	(0.27)	0.40	(0.40)

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iii) Price risk

The Company's exposure to price risk arises from investments held and classified as FVTPL or FVTOCI. To manage the price risk arising from investments, the Company diversifies its portfolio of assets.

Sensitivity analysis

Profit or loss and equity is sensitive to higher/lower prices of instruments on the Company's profit for the year:

Particulars	31 March, 2020	31 March, 2019
Price sensitivity
Price increase by (5%) - FVTOCI	43.39	46.98
Price decrease by (5%) - FVTOCI	(43.39)	(46.98)
Price increase by (5%) - FVTPL	28.69	3.68
Price decrease by (5%) - FVTPL	(28.69)	(3.68)

B Credit risk

Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of account receivables. Individual risk limits are also set accordingly.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk, the Company compares the risk of default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. The Company considers reasonable and supportive forward-looking information.

Financial assets are written-off when there is no reasonable expectation of recovery, such as debtor failing to engage in a repayment plan with the Company. The Company provides for overdue outstanding for more than 90 days other than institutional customers which are evaluated on a case to case basis. The Company's concentration of risk with respect to trade receivables is low, as its customer's base is widely spread across the length and breadth of the country.

Exposure to credit risks	31 March, 2020	31 March, 2019
Financial assets for which loss allowance is measured using 12 months Expected
Credit Losses (ECL)
Non-current investments	1,084.16	2,236.74
Non-current loans	16.78	13.14
Other non-current financial assets	403.27	77.64
Current investments	1,382.67	725.40
Cash and cash equivalents	2.87	23.16
Bank balances other than cash and cash equivalents above	522.73	101.55
Current loans	1.22	4.56
Other current financial assets	9.25	14.12

During the year, the Company has recognised loss allowance under 12 months ECL model. No significant changes in estimation techniques or assumptions were made during the reporting period (refer notes 7 & 13)

Financial assets for which loss allowance is measured using Life time Expected
Credit Losses (LECL)
Trade receivables	379.63	431.46

Summary of change in loss allowances measured using LECL

Opening allowance	8.51	8.98
Provided during the year	1.09	0.06
Amounts written-off	-	0.53
Closing allowance	9.60	8.51

Concentration of financial assets

Concentration of credit risk with respect to trade receivables are limited, due to the Company's customer base being large and diverse.

All trade receivables are reviewed and assessed for default on a quarterly basis.

Our historical experience of collecting receivables is that credit risk is low. The Company's exposure to credit risk for trade receivables is presented below:

Particulars	31 March, 2020	31 March, 2019
A. Consumer care business	316.23	354.73
B. Food business	56.84	69.21
C. Other segments	5.42	6.14
D. Unallocated	1.14	1.38
Total	379.63	431.46

C Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company's treasury department is responsible for maintenance of liquidity (including quasi liquidity), continuity of funding as well as timely settlement of debts. In addition, policies related to mitigation of risks are overseen by senior management. Management monitors the Company's net liquidity position on the basis of expected cash flows vis-a-vis debt service fulfilment obligation.

Maturity profile of financial liabilities

The table below analysis derivative and non-derivative financial liabilities of the Company into relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows:

Particulars	Less than 1 year/ on demand	1 to 5 years	More than 5 years	Total
As at 31 March, 2020
Lease liabilities	14.67	27.77	4.68	47.12
Deposits payable	1.41	4.34	-	5.75
Non-current borrowings (including current maturities)	25.00	-	-	25.00
Current borrowings	89.28	-	-	89.28
Trade payables	1,032.45	-	-	1,032.45
Other financial liabilities (excluding current maturity of	99.51	-	-	99.51
lease liabilities and deposits payable)
As at 31 March, 2019
Finance lease obligations	0.10	0.44	6.97	7.51
Deposits payable	1.27	4.56	-	5.83
Non-current borrowings (including current maturities)	175.00	25.00	-	200.00
Current borrowings	108.72	-	-	108.72
Trade payables	998.32	-	-	998.32
Other financial liabilities (excluding current maturity of	88.47	-	-	88.47
finance lease obligation and deposits payable)

58. Category wise classification of financial instruments

The fair values of the financial assets and financial liabilities are defined as the price that would be received on sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent with those used for the financial year 2018-19. The following methods and assumptions were used to estimate the fair values:

• i) The fair values of investments in mutual fund units is based on the net asset value ('NAV') as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.
• ii) The fair values of other investments measured at FVTOCI and FVTPL are determined based on observable market data other than quoted prices in active market.
• iii) The carrying amount of financial assets and financial liabilities measured at amortised cost in these standalone financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

Financial assets and financial liabilities are measured at fair value in these financial statement and are grouped into three levels of a fair value hierarchy. The three Levels are defined based on the observability of significant inputs to the measurement, as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3: unobservable inputs for the asset or liability

A The carrying values and fair values of financial instruments by categories as at 31 March, 2020 are as follows:

Particulars	Carrying	Fair Value*
	value	Level 1	Level 2	Level 3
Financial assets at fair value through profit and loss ('FVTPL')
Investments in mutual funds	573.73	573.73	-	-
Total	573.73	573.73	-	-
Financial assets at fair value through other comprehensive income ('FVTOCI')
Investments in debt instruments	892.13	-	892.13	-
Investments in equity instruments	0.02	-	-	0.02
Total	892.15	-	892.13	0.02
Financial assets at amortised cost
Non-current
(i) Investments
Investments in debt instruments	93.34
Investments in subsidiaries and joint venture	98.67
(ii) Loans
Security deposits	16.78
(iii) Other financial assets	403.27
Total	612.06
Current
(i) Investments
Investments in debt instruments / others	808.94
(ii) Loans
Security deposits	1.22
(iii) Trade receivables	379.63

Particulars	Carrying	Fair Value*
	value	Level 1	Level 2	Level 3
(iv) Cash and cash equivalents	2.87
(v) Bank balances other than (iv) above	522.73
(vi) Other financial assets	9.25
Sub-Total	1,724.64
Total	2,336.70
Financial liabilities at amortised cost
Non-current
(i) Borrowings	24.68
(ii) Other financial liabilities	4.66
Total	29.34
Current
(i) Borrowings	89.28
(ii) Trade payables	1,032.45
(iii) Other financial liabilities	137.29
Sub-Total	1,259.02
Total	1,288.36

* During the year, there were no transfers between Level 1 and Level 2 fair value measurements.

B The carrying values and fair values of financial instruments by categories as at 31 March, 2019 are as follows:

Particulars	Carrying	Fair Value*
	value	Level 1	Level 2	Level 3
Financial assets at fair value through profit and loss ('FVTPL')
Investments in mutual funds	73.59	73.59	-
Total	73.59	73.59	-	-
Financial assets at fair value through other comprehensive income ('FVTOCI')
Investments in debt instruments	939.61	-	939.61	-
Investments in equity instruments	0.07	-	-	0.07
Total	939.68	-	939.61	0.07
Financial assets at amortised cost
Non-current
(i) Investments
Investments in debt instruments/ others	1,198.39
Investments in subsidiaries and joint venture	98.67
(ii) Loans
Security deposits	13.14
(iii) Other financial assets	77.64
Total	1,387.84

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	257

Particulars	Carrying		Fair Value*
	value	Level 1	Level 2	Level 3
Current
(i) Investments
Investments in debt instruments	651.81
(ii) Loans
Security deposits	4.56
(iii) Trade receivables	431.46
(iv) Cash and cash equivalents	23.16
(v) Bank balances other than (iv) above	101.55
(vi) Other financial assets	14.12
Sub-Total	1,226.66
Total	2,614.50
Financial liabilities at amortised cost
Non-current
(i) Borrowings	26.05
(ii) Other financial liabilities	4.56
Total	30.61
Current
(i) Borrowings	108.72
(ii) Trade payables	998.32
(iii) Other financial liabilities	264.83
Sub-Total	1,371.87
Total	1,402.48

* During the year, there were no transfers between Level 1 and Level 2 fair value measurements.

C Valuation technique used to determine fair value:

Specific valuation techniques used to value financial instruments include:

• (a) Investment in mutual funds: The fair values of investments in mutual fund units is based on the net asset value ('NAV') as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date.
• (b) Investment in debt instruments: The fair value of investments that are not traded in an active market is determined using market approach and valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates.

59. Disclosure relating to employee benefits pursuant to Ind AS 19 - Employee Benefits

(A) Defined contribution plans

Amount of ₹ 3.58 crores (31 March, 2019 : ₹ 4.03 crores) is recognised as an expense and included in employee benefits expense in the Standalone Statement of Profit and Loss under Employees' Superannuation Fund.

(B) Defined benefit plans

Gratuity (funded)

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. The gratuity plan provides a lump sum payments to vested employees at retirement, death, incapacitation or termination of employment,

of an amount equivalent to 15 days salary for each completed year of service. Vesting occurs on completion of 5 continuous years of service as per Payment of Gratuity Act, 1972. However, no vesting condition applies in case of death. The weighted average duration of defined benefit obligation is 7.08 years (31 March, 2019 : 7.06 years).

The Company makes contributions to Dabur Employees' Gratuity Trust, which is funded defined benefit plan for qualifying employees.

Post separation benefit of Directors

Post separation benefit of Directors includes car, telephone, medical and housing facility for eligible Directors.

Description of risk exposures:

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such, the Company is exposed to various risks as follows:

• a) Salary increases - Actual salary increases will increase the plan's liability. Increase in salary increase rate assumption in future valuations will also increase the liability.
• b) Investment risk - If plan is funded then assets/liabilities mismatch and actual investment return on assets lower than the discount rate assumed at the last valuation date can impact the liability.
• c) Discount rate Reduction in discount rate in subsequent valuations can increase the plan's liability.
• d) Mortality and disability Actual deaths and disability cases proving lower or higher than assumed in the valuation can impact the liabilities.
• e) Withdrawals - Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact plan's liability.

The following tables summarises the components of net benefit expense recognized in the Standalone Statement of Profit and Loss and the funded status and amounts recognized in the Standalone Balance Sheet:

	Particulars		Gratuity	Post separation benefit of Directors
		31 March, 2020	31 March, 2019	31 March, 2020	31 March, 2019
		Funded	Funded	Unfunded	Unfunded
I	Change in present value of defined benefit obligation during the year
	Present value of obligation as at the beginning of the year	68.98	61.75	53.19	50.47
	Interest cost	5.38	4.94	4.15	4.04
	Service cost	5.99	6.10	1.40	1.37
	Benefits paid	(8.38)	(4.31)	(0.78)	(0.87)
	Total actuarial (gain)/loss on obligation	(4.43)	0.50	(2.59)	(1.82)
	Present value of obligation as at the end of the year	67.54	68.98	55.37	53.19
II	Change in fair value of plan assets during the year
	Fair value of plan assets at the beginning of the year	66.45	59.30	-	-
	Expected interest income	5.19	4.74	-	-
	Employer contribution	3.50	7.00	-	-
	Benefits paid	(8.38)	(4.31)	-	-
	Actuarial loss for the year on asset	(1.12)	(0.28)	-	-

		Corporate	Board &	Financial
Dabur India Limited	Annual Report 2019-20	Overview	Management Reports	Statements	259

Particulars		Gratuity	Directors	Post separation benefit of
	31 March, 2020	31 March, 2019	31 March, 2020	31 March, 2019
	Funded	Funded	Unfunded	Unfunded
Fair value of plan assets at the end of the year	65.64	66.45	-	-
III Net asset / (liability) recognised in the Standalone Balance Sheet
Present value of obligation at the end	67.54	68.98	55.37	53.19
Fair value of plan assets	65.64	66.45	-	-
Unfunded liability in Standalone Balance Sheet	(1.90)	(2.53)	(55.37)	(53.19)
IV Expense recognised in the Standalone Statement of Profit and Loss during the year
Service cost	5.99	6.10	1.40	1.37
Net interest cost	0.19	0.20	4.15	4.04
Total expense recognised in the employee benefit expense	6.18	6.30	5.55	5.41
V Recognised in other comprehensive income for the year
Net cumulative unrecognised actuarial gain / (loss) opening	(3.42)	(2.64)	7.51	5.69
Actuarial (gain) / loss for the year on projected benefit obligation (PBO)	(4.43)	0.50	(2.59)	(1.82)
Actuarial loss for the year on asset	(1.12)	(0.28)	-	-
Unrecognised actuarial gain / (loss) at the end of the year	(0.11)	(3.42)	10.09	7.51
VI Maturity profile of defined benefit obligation
Within the next 12 months (next annual reporting period)	14.69	16.44	0.68	0.53
Between 2 to 5 years	22.18	16.52	34.79	32.37
More than 5 years	30.67	36.02	19.90	20.29
VII Quantitative sensitivity analysis for significant assumptions is as below
a) Impact of change in discount rate
Present value of obligation at the end of the year	67.54	68.98	55.37	53.19
Impact due to increase of 0.50%	(1.82)	(1.86)	(0.28)	(0.24)
Impact due to decrease of 0.50%	1.92	1.97	0.29	0.25
b) Impact of change in salary increase
Present value of obligation at the end of the period	67.54	68.98	55.37	53.19
Impact due to increase of 0.50%	1.90	1.92	0.28	0.23
Impact due to decrease of 0.50%	(1.81)	(1.83)	(0.27)	(0.22)

Financial 260 Dabur India Limited Annual Report 2019-20 Statements 261

Sensitivities due to mortality and withdrawals are not material, hence the impact of change not calculated. Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement and life expectancy are not applicable being a lumpsum benefit on retirement.

Particulars			Gratuity		Post separation benefit of Directors
			31 March, 2020	31 March, 2019	31 March, 2020	31 March, 2019
			Funded	Funded	Unfunded	Unfunded
		VIII The major categories of plan assets (as a percentage of total plan assets)
		Funds managed by insurer	100%	100%	N.A	N.A
IX		Actuarial assumptions
	i)	Discount rate	6.95% PA	7.80 % PA	6.95% PA	7.80 % PA
	ii)	Future salary increase	8.00% PA	10.00 % PA	10.00% PA	12.00 % PA
	iii)	Retirement age (years)	58	58	60/70	60/70
	iv)	Mortality rates inclusive of provision for disability	100% of IALM (2012-14)	100% of IALM (2006-08)	100% of IALM (2012-14)	100% of IALM (2006-08)
	v)	Age	Withdrawal rate (%)	Withdrawal rate (%)	Withdrawal rate (%)	Withdrawal rate (%)
		Upto 30 years	17	17	Nil	Nil
		From 31 to 44 years	14	14	Nil	Nil
		Above 44 years	5	5	Nil	Nil
	vi)	Expected best estimate of expense for the next annual reporting year
		Service cost	6.60	6.34	1.32	1.31
		Net interest cost	0.13	0.20	3.85	4.15
		Net periodic benefit cost	6.73	6.54	5.17	5.46

Notes:

• (i) The actuarial valuation of plan assets and the present valuation of defined benefit obligation were computed at year end. The present value of the defined benefit obligation and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.
• (ii) Discount rate is based on the prevailing market yields of Indian Government Securities as at the balance sheet date for the estimated term of the obligations.
• (iii)The salary escalation rate is computed after considering the seniority, the promotion and other relevant factors, such as, demand and supply in employment market.

(C) Provident fund

The Company makes contribution towards provident fund which is administered by Dabur India Limited E.P.F Trust ("Trust").

Accordingly, the Company has obtained the actuarial valuation report for its plan assets and based on the below provided assumptions, charged ₹ 35.64 crores, for changes in remeasurement of the defined benefit plans, in other comprehensive income during the year ended 31 March, 2020 due to impairment in the value of certain investments of the provident fund trust of the Company.

Contribution made by the Company to the provident fund trust set-up by the Company during the year is ₹ 11.29 Crores (31 March, 2019 : ₹ 10.18 crores).

Dabur India Limited	Annual Report 2019-20	Corporate Overview	Board & Management Reports	Financial Statements	261

Particulars	31 March, 2020	31 March, 2019
Plan assets at period end, at fair value	270.38	301.70
Present value of defined obligation at period end	306.02	285.18
Liability recognised as on the reporting date	35.64	-
Assumptions used in determining the present value of obligation:
I Economic assumptions (actuarial)
i) Expected statutory interest rate on the ledger balance	8.50%	8.65%
ii) Expected short fall in interest earnings on the fund	0.05%	0.05%
II Demographic assumptions (actuarial)
i) Mortality	IALM (2012-14)	IALM (2006-08)
ii) Disability	None	None
iii) Withdrawal Rate (Age related)
Up to 30 Years	17%	17%
Between 31 - 44 Years	14%	14%
Above 44 Years	5%	5%
iv) Normal retirement age	58	58

60. Disclosures required pursuant to Ind AS 102 - Share Based Payment

Under Employee Stock Option Scheme (ESOP) of the Company, share options of the Company are granted to the senior executives subject to achievement of targets as defined in ongoing vision of the Company. Vesting period ranges from 1 to 5 years. Each option carries the right to the holder to apply for one equity share of the Company at par. There has been no variation in the terms of options during the year. The share options are valued at the fair value of the options as on the date of grant using Black Scholes pricing model. There is no cash settlement alternative.

A The following table illustrates the number and weighted average exercise prices of, and movements in, share options during the year:

Particulars	Weighted Average Price (`)	Number of options
Outstanding as at 01 April, 2018	2.42	49,71,621
Options granted during the year	1.00	67,44,864
Options forfeited/lapsed/expired during the year	22.14	3,47,912
Options exercised during the year*	1.00	47,70,631
Options outstanding as at 31 March, 2019 #	1.00	65,97,942
Exercisable at the end of the year	-	65,97,942
Outstanding as at 01 April, 2019	1.00	65,97,942
Options granted during the year	1.00	5,37,533
Options forfeited/lapsed/expired during the year	1.00	9,85,040
Options exercised during the year*	1.00	7,72,751
Options outstanding as at 31 March, 2020 #	1.00	53,77,684
Exercisable at the end of the year	-	53,77,684

* * 7,72,751 (31 March, 2019 : 47,70,631) Share options were exercised on a regular basis throughout the year. The weighted average share price during the year was ₹ 1.00 (31 March, 2019 : ₹ 1.00).

The options outstanding as at 31 March, 2020 are with the exercise price of ₹ 1.00 (31 March, 2019 : ₹ 1.00). The weighted average of the remaining contractual life is 1.89 years (31 March, 2019 : 3.40 years).

B Fair value of the options has been calculated using Black Scholes Pricing Model. The following inputs were used to determine the fair value for options granted during the year ended 31 March, 2020.

	Particulars	Vest 1	Vest 2	Vest 3
i)	Date of grant: 02 May, 2019	15 May, 2020	15 May, 2021	15 May, 2022
	Market price (₹)	398.10	398.10	398.10
	Expected life (in years)	1.04	2.04	3.04
	Volatility (%)	27.39	23.73	23.36
	Risk free rate (%)	6.54	6.74	6.91
	Exercise price (₹)	1.00	1.00	1.00
	Dividend yield (%)	0.63	0.63	0.63
	Fair value per vest (₹)	394.57	392.14	389.74
	Vest (%)	6.92	23.48	69.60
	Option fair value (₹)	390.64	390.64	390.64
ii)	Date of grant: 19 July, 2019	20 July, 2020	15 May, 2021	15 May, 2022
	Market price (₹)	428.90	428.90	428.90
	Expected life (in years)	1.00	1.82	2.82
	Volatility (%)	28.58	24.46	23.13
	Risk free rate (%)	5.85	5.96	6.06
	Exercise price (₹)	1.00	1.00	1.00
	Dividend yield (%)	0.58	0.58	0.58
	Fair value per vest (₹)	425.45	423.50	421.10
	Vest (%)	8.33	8.33	83.34
	Option fair value (₹)	421.66	421.66	421.66
	iii) Date of grant: 05 November, 2019	5 November, 2020	15 May, 2021	15 May, 2022
	Market price (₹)	460.40	460.40	460.40
	Expected life (in years)	1.00	1.53	2.53
	Volatility (%)	23.08	25.74	23.38
	Risk free rate (%)	5.25	5.37	5.63
	Exercise price (₹)	1.00	1.00	1.00
	Dividend yield (%)	0.60	0.60	0.60
	Fair value per vest (₹)	456.70	455.27	452.60
	Vest (%)	6.37	9.31	84.32
	Option fair value (₹)	453.11	453.11	453.11
	iv) Date of grant: 30 January, 2020	30 January, 2021	15 May, 2021	15 May, 2022
	Market price (₹)	491.60	491.60	491.60
	Expected life (in years)	1.00	1.29	2.29
	Volatility (%)	20.95	22.85	23.64
	Risk free rate (%)	5.30	5.49	5.83
	Exercise price (₹)	1.00	1.00	1.00
	Dividend yield (%)	0.59	0.59	0.59
	Fair value per vest (₹)	487.76	486.94	484.13
	Vest (%)	2.76	11.12	86.12
	Option fair value (₹)	484.54	484.54	484.54

		Corporate	Board &	Financial
Dabur India Limited	Annual Report 2019-20	Overview	Management Reports	Statements	263

Fair value of the options has been calculated using Black Scholes Pricing Model. The following inputs were used to determine the fair value for options granted during year ended 31 March, 2019:

	Particulars	Vest 1	Vest 2	Vest 3	Vest 4
i)	Date of grant: 19 April, 2018	15 May, 2019	15 May, 2020	15 May, 2021	15 May, 2022
	Market price (₹)	358.35	358.35	358.35	358.35
	Expected life (in years)	1.07	2.07	3.07	4.07
	Volatility (%)	19.08	21.06	22.65	23.48
	Risk free rate (%)	6.49	6.90	7.19	7.40
	Exercise price (₹)	1.00	1.00	1.00	1.00
	Dividend yield (%)	0.63	0.63	0.63	0.63
	Fair value per vest (₹)	355.01	352.84	350.68	348.54
	Vest (%)	7.57	18.09	8.00	66.34
	Option fair value (₹)	349.98	349.98	349.98	349.98
ii)	Date of grant: 31 July, 2018	31 July, 2019	15 May, 2020	15 May, 2021	15 May, 2022
	Market price (₹)	393.45	393.45	393.45	393.45
	Expected life (in years)	1.00	1.79	2.79	3.79
	Volatility (%)	20.54	20.17	21.74	23.41
	Risk free rate (%)	6.92	7.36	7.63	7.80
	Exercise price (₹)	1.00	1.00	1.00	1.00
	Dividend yield (%)	1.91	1.91	1.91	1.91
F	air value per vest (₹)	385.07	379.35	372.22	365.23
	Vest (%)	6.24	6.24	6.24	81.28
	Option fair value (₹)	367.79	367.79	367.79	367.79
	iii) Date of grant: 29 November, 2018	30 November, 2019	15 May, 2020	15 May, 2021	15 May, 2022
	Market price (₹)	414.80	414.80	414.80	414.80
	Expected life (in years)	1.00	1.46	2.46	3.46
	Volatility (%)	25.86	24.25	22.81	24.04
	Risk free rate (%)	6.90	7.02	7.21	7.35
	Exercise price (₹)	1.00	1.00	1.00	1.00
	Dividend yield (%)	1.81	1.81	1.81	1.81
	Fair value per vest (₹)	406.43	403.08	395.90	388.84
	Vest (%)	6.25	6.25	6.25	81.25
	Option fair value (₹)	391.27	391.27	391.27	391.27

The measure of volatility used is the annualized standard deviation of the continuously compounded rates of return of stock over the expected lives of different vests, prior to grant date. Volatility has been calculated based on the daily closing market price of the Company's stock on NSE over these years.

• 61 The outbreak of Covid-19 pandemic is causing significant disturbance and slowdown of economic activities globally. The nationwide lockdown ordered by the Government of India has resulted in significant reduction in economic activities and also the business operations of the Company in terms of sales and production. The Management has considered the possible effects that may result from the pandemic on the recoverability/carrying value of the assets. Based on the current indicators of future economic conditions, the management expects to recover the carrying amount of the assets, however the management will continue to closely monitor any material changes to future economic conditions. Given the uncertainties, the final impact on Company's assets in future may differ from that estimated as at the date of approval of these financial statements.
• 1. The figures of the previous year have been re-grouped / re-classified to render them comparable with the figures of the current year.
• 63 In the opinion of the Board of Directors, current assets have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet and provisions for all known / expected liabilities have been made.

As per our report of even date attached.

For Walker Chandiok & Co LLP	For and on behalf of the Board of Directors
Chartered Accountants
Firm's Registration No.: 001076N/N500013
Anupam Kumar	Mr. Amit Burman	Mohit Malhotra	P.D. Narang
Partner	Chairman	Whole Time Director	Whole Time Director
Membership No.:501531	DIN: 00042050	DIN: 08346826	DIN: 00021581
	Ashok Kumar Jain	Lalit Malik

Date : 27 May, 2020 M. No.: FCS 4311

Place : New Delhi EVP (Finance) and Company Secretary Chief Financial Officer

Independent Auditor's Report

To the Members of Dabur India Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

• 1. We have audited the accompanying consolidated financial statements of Dabur India Limited ('the Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group') and its joint venture, as listed in Annexure 1, which comprise the Consolidated Balance Sheet as at 31 March, 2020, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Cash Flow Statement and the Consolidated Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
• 1. In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors on separate financial statements and on the other financial information of the subsidiaries and joint ventures the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 ('Act') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards ('Ind AS') specified under Section 133 of the Act, of the consolidated state of affairs of the Group and joint ventures, as at 31 March, 2020, and their consolidated profit (including other comprehensive income), consolidated cash flows and the consolidated changes in equity for the year ended on that date.

Basis for Opinion

1. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ('ICAI') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in paragraph 15 of the Other Matters section below, is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

• 1. Key audit matters are those matters that, in our professional judgment and based on the consideration of the reports of the other auditors on separate financial statements and on the other financial information of the subsidiaries, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
• 1. We have determined the matters described below to be the key audit matters to be communicated in our report.

A. Revenue recognition

Refer note 34 to the consolidated financial statements.

Revenue of the Group consists primarily of sale of products and is recognized when control of products being sold is transferred to customer and there is no unfulfilled obligation.

Revenue is measured at fair value of the consideration received or receivable and is accounted for net of rebates, trade discounts.

The estimation of discounts, incentives and rebates recognized, related to sales made during the year, is material and considered to be complex and subject to judgments. The complexity mainly relates to various discounts, incentives and scheme offers, diverse range of market presence and complex contractual agreements/commercial terms across those markets. Therefore, there is a risk of revenue being misstated as a result of inaccurate estimates of discounts and rebates.

The Group also focuses on revenue as a key performance measure, which could create an incentive for overstating revenue by influencing the computation of rebates and discounts.

Considering the materiality of amounts involved, significant judgements related to estimation of rebates and discounts, the same has been considered as a key audit matter.

This matter has also been reported as key audit matter to the audit opinion on the consolidated financial statements of Dabur International Limited, a subsidiary of the Holding Company, by an independent firm of Chartered Accountants vide its report dated 23 May, 2020.

Key audit matter How our audit addressed the key audit matter

Our key procedures included, but were not limited to, the following:

• a) Assessed the appropriateness of the Group's revenue recognition accounting policies, including those relating to rebates and trade discounts by comparing with the applicable accounting standards;
• b) Tested the design and operating effectiveness of the general IT control environment and the manual controls for recognition of revenue, calculation of discounts and rebates;
• c) Performed test of details:
• i. Tested, on a sample basis, sales transactions to the underlying supporting documentation which includes goods dispatch notes and shipping documents;
• ii. Reviewed, on a sample basis, sales agreements and the underlying contractual terms related to delivery of goods and rebates to assess the Group's revenue recognition policies with reference to the requirements of the applicable accounting standards;
• iii. Assessed the Group's process for recording of the accruals for discounts and rebates as at the year-end for the prevailing incentive schemes;
• iv. Tested, on a sample basis, discounts and rebates recorded during the year to the relevant approvals and supporting documentation which includes assessing the terms and conditions defined in the prevalent schemes and customer contracts;
• v. Obtained supporting documentation for a sample of credit notes issued after the year end to determine whether the transaction was recognized in the correct accounting period; and
• vi. Assessed if there is any modification to, or other impact on the contracts with customers due to COVID 19 outbreak.
• d) Compared the discount, incentives and rebates of the current year with the prior year for variance/trend analysis and where relevant, conducted further inquiries and testing to corroborate the variances by considering both internal and external benchmarks, overlaying our understanding of industry practices and recent changes in economic environment; and
• e) Assessed the appropriateness of the Group's description of the accounting policy, disclosures related to discounts, incentives and rebates and whether these are adequately presented in the consolidated financial statements.

B. Litigations and claims - provisions and contingent liabilities	Our key procedures included, but not limited to, the following:
Refer note 47A and 48 to the consolidated financial statements.	a) Assessed the appropriateness of the Group's accounting policies
The Group is involved in direct, indirect tax and other litigations ('litigations') that are pending with different statutory authorities.	relating to provisions and contingent liability by comparing with the applicable accounting standards;
The level of management judgement associated with determining the need for, and the quantum of, provisions for any liabilities arising from these litigations is considered to be high. This judgement is dependent on a number of significant	b) Assessed the Group's process and the underlying controls for identification of the pending litigations and completeness for financial reporting and also for monitoring of significant developments in relation to such pending litigations;
assumptions and assessments which involves interpreting the various applicable rules, regulations, practices and considering precedents in the various jurisdictions.	c) Assessed the Group's assumptions and estimates in respect of litigations, including the liabilities or provisions recognized or contingent liabilities disclosed in the consolidated financial statements. This involved assessing the probability of an unfavorable outcome of a given proceeding and the reliability of estimates of related amounts;

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Key audit matter	How our audit addressed the key audit matter
This matter is considered as a key audit matter, in view of the uncertainty regarding the outcome of these litigations, the	d) Performed substantive procedures on the underlying calculations supporting the provisions recorded;
significance of the amounts involved and the subjectivity involved in management's judgement as to whether the amount should be recognized as a provision or only disclosed as contingent liability	e) Assessed the management's conclusions through understanding relevant judicial precedents in similar cases and the applicable rules and regulations;
in the consolidated financial statements. This matter has also been reported as key audit matter to the	f) Obtained legal opinions from the Group's external legal counsel, where appropriate;
audit opinion on the consolidated financial statements of Dabur International Limited, a subsidiary of the Holding Company, by an independent firm of Chartered Accountants vide its report dated 23 May, 2020.	g) Engaged subject matter specialists to gain an understanding of the current status of litigations and monitored changes in the disputes, if any, through discussions with the management and by reading external advice received by the Group, where relevant, to validate management's conclusions; and
	h) Assessed the appropriateness of the Group's description of the accounting policy, disclosures related to litigations and whether these are adequately presented in the consolidated financial statements.
C. Valuation of investments and impairment thereof	Our key procedures included, but not limited to, the following:
Refer note 8 and 14 to the consolidated financial statements.	a) Assessed the appropriateness of the relevant accounting
The Group's investment portfolio represents a significant portion of the Group's total assets, which primarily consists of:	policies of the Group, including those relating to recognition and measurement of financial instrument by comparing with the applicable accounting standards;
i. Bonds;	b) For instrument valued at fair value:
ii. Non-convertible debentures; and	i. Assessed the availability of quoted prices in liquid markets;
iii. Fixed deposits	ii. Assessed whether the valuation process is appropriately
The aforementioned instruments are valued at amortized cost or fair value through other compressive income (FVTOCI) depending	designed and captures relevant valuation inputs;
upon the requirements of Ind AS 109, Financial Instruments, as summarized below:	iii. Performed testing of the inputs/assumptions used in the valuation; and
1. Instrument valued at amortized cost:	iv. Assessed pricing model methodologies and assumptions
a) Non-convertible debentures;	against industry practice, recent changes in economic environment and valuation guidelines;
b) Bond; and	c) For instrument valued at amortized cost:
c) Fixed deposits	Assessed the instrument for impairment by evaluating if there is
2. Instrument valued at fair value through other comprehensive income ('FVTOCI'):	any significant increase in credit risk, which mainly involves:
a) Bonds; and	i. Evaluating the credit rating of individual instrument, where relevant, to assess if there is any rating downgrade due to
b) Non-convertible debentures.	recent changes in economic environment;
This is considered to be a significant area in view of the materiality of amounts involved, judgements involved in determining of impairment/ recoverability of	ii. Evaluating the regularity of the interest payment and principal repayment as per agreed plan/term of issuance of instrument, where applicable; and
instruments measured at amortized cost which includes assessment of market data/conditions and financial	iii. Obtained the valuations of instruments, where required;
indicators of the investee and judgements in selecting the valuation basis and the complexities involved in the valuation of instruments carried at FVTOCI which includes assessment of the available trading yield of relevant instruments and impact of the COVID 19 outbreak on the assumptions considered for such fair valuations.	d) Assessed the appropriateness of the Group's description of the accounting policy and disclosures related to investments and whether these are adequately presented in the consolidated financial statements.
This matter has also been reported as key audit matter to the audit opinion on the consolidated financial statements of Dabur International Limited, a subsidiary of the

Holding Company, by an independent firm of Chartered

Accountants vide its report dated 23 May, 2020.

The following key audit matter with respect to the audit opinion on the consolidated financial statements of Dabur International Limited, a subsidiary of the Holding Company, has been reported by an independent firm of Chartered Accountants vide its report dated 23 May, 2020 and has reproduced by us as under:

Key audit matter	How our audit addressed the key audit matter
D. Recoverability of goodwill pertaining to step down subsidiaries	Our key procedures included, but not limited to, the following:
companies Refer note 7D to the consolidated financial statements.	a) Read group audit instructions, received from the principal auditor, in relation to testing of goodwill for impairment;
The consolidated financial statements of the Group as at 31 March, 2020 carries goodwill amounting to ₹ 335.97 crores. This goodwill was recorded on the acquisition of step down subsidiaries in earlier years.	b) Assessed the appropriateness of the Group's accounting policies, including those relating to recognition, measurement and impairment of goodwill by comparing with the applicable accounting standards;
Goodwill is tested for impairment annually at the cash generating unit level, whereby the carrying amount of the cash generating unit (including goodwill) is compared with the recoverable amount of the cash generating unit.	c) Assessed the appropriateness of the significant assumptions as well as the Group's valuation model with the support of our valuation specialists. This included a discussion of the expected development of the business and results as well as of the
The recoverable amount is determined on the basis of the value in use which is the present value of future cash flows of the cash generating unit. The present value is determined using discounted cash flow model. The Group's approved annual plans forms the starting point which is then updated with	underlying assumptions used with those responsible for the planning process. The Group has engaged external experts to carry out impairment analysis. We also assessed the relevant skill set/experience of the management expert in respect of carrying out the valuation;
assumptions of long term growth rates. This also takes into account expectations about future market developments and other macroeconomic factors, including assessing the impact of the COVID 19 outbreak in the current year on such assumptions.	d) Compared the discount rate used (in particular the underlying parameters such as risk free rate, market risk premium and the beta factor) with the publicly available information and also checked mathematical accuracy of the valuation model;
The discounting is based on weighted average cost of capital of the cash generating unit.	e) Evaluated the appropriateness of the weighted average cost of capital considered in the valuation;
The result of this evaluation is highly dependent on management estimates, which among others include, the expected business and earnings forecasts for future years, the assumed long-term growth rates and the discount rate used and is therefore subject to considerable judgement.	f) Assessed the robustness of financial projections prepared by management by comparing projections for previous financial years with actual results realized and considering recent changes in global economic environment and analysed significant deviations, if any;
	g) Performed a sensitivity analysis for reasonably possible changes in the sales growth, discount rate applied and the long-term growth rate; and
	h) Assessed the appropriateness of the Group's description of the accounting policy and disclosures related to goodwill and impairment testing and whether these are adequately presented in the consolidated financial statements.

Information other than the Consolidated Financial Statements and Auditor's Report thereon

1. The Holding Company's Board of Directors are responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Report on Corporate Governance and the Director's Report , but does not include the consolidated financial statements and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

1. The accompanying consolidated financial statements have been approved by the Holding Company's Board of Directors. The Holding Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated state of affairs (consolidated financial position), consolidated profit or loss (consolidated financial performance including other comprehensive income), consolidated changes in equity and consolidated cash flows of the Group including its joint venture in accordance with the accounting principles generally accepted in India, including the Ind AS specified under Section 133 of the Act. The Holding Company's Board of Directors is also responsible for ensuring accuracy of records including financial information considered necessary for the preparation of consolidated Ind AS financial statements. Further, in terms of the provisions of the Act, the respective Board of Directors / Management of the companies included in the Group, and its joint venture company covered under the Act are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. These financial statements have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

2. 1. In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group and joint ventures are responsible for assessing the ability of the Group and joint ventures to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
3. 1. Those Board of Directors are also responsible for overseeing the financial reporting process of the companies included in the Group and of its joint venture.

Auditor's Responsibilities for the Audit of the Financial Statements

• 1. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
• 1. As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
• obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Holding Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management;
• conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast

significant doubt on the ability of the Group and its joint ventures to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and its joint ventures to cease to continue as a going concern;

• evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation; and
• obtain sufficient appropriate audit evidence regarding the financial information of the entities within the Group, and its joint venture, to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit of financial statements of such entities included in the financial statements, of which we are the independent auditors. For the other entities included in the financial statements, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
• 1. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
• 1. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
• 1. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

1. We did not audit the financial statements of 24 subsidiaries, whose financial statements reflects total assets of ₹ 3,276.91 crores and net assets of ₹ 2,132.28 crores as at 31 March, 2020, total revenues of ₹ 2,852.39 crores and net cash inflows amounting to ₹ 61.57 crores for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditor whose report has been furnished to us by the management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of Sub-Section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries are based solely on the reports of the other auditor.

Our opinion above on the consolidated financial statements, and our report on other legal and regulatory requirements below, are not modified in respect of the above matters with respect to our reliance on the work done by and the reports of the other auditor.

1. The consolidated financial statements also include the Group's share of net loss (including other comprehensive income) of ₹ 0.01 crores for the year ended 31 March, 2020, as considered in the consolidated financial statements, in respect of a joint venture, whose financial information has not been audited by us. This financial information is unaudited and have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of the aforesaid joint venture, and our report in terms of Sub-Section (3) of Section 143 of the Act in so far as it relates to the aforesaid joint ventures, are based solely on such unaudited financial statements. In our opinion and according to the information and explanations given to us by the Management, this financial information is not material to the Group.

Our opinion above on the consolidated financial statements, and our report on other legal and regulatory requirements below, are not modified in respect of the above matter with respect to our reliance on the financial information certified by the Management.

Report on Other Legal and Regulatory Requirements

• 1. As required by Section 197(16) of the Act, we report that the Holding Company covered under the Act paid remuneration to their respective directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act. Further, we report that a subsidiary company covered under the Act have has not paid or provided for any managerial remuneration during the year. Further, we also report that the provisions of section 197 read with Schedule V to the Act are not applicable to a joint venture company covered under the Act, since such company is not a public company as defined under Section 2(71) of the Act.
• 1. As required by Section 143 (3) of the Act, based on our audit and on the consideration of the report (s) of the other auditors on separate financial statements and other financial information of the subsidiaries and joint ventures, we report, to the extent applicable, 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 of the aforesaid consolidated financial statements;

• b) in our opinion, proper books of account 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;
• c) the consolidated financial statements dealt with by this report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements;
• d) in our opinion, the aforesaid consolidated financial statements comply with Ind AS specified under Section 133 of the Act;
• e) on the basis of the written representations received from the directors of the Holding Company and taken on record by the Board of Directors of the Holding Company, the reports of the statutory auditors of its subsidiary company and representations from management of its joint venture company, none of the directors of the Group companies and joint venture company covered under the Act, are disqualified as on 31 March, 2020 from being appointed as a director in terms of Section 164(2) of the Act;
• f) with respect to the adequacy of the internal financial controls with reference to financial statements of the Holding Company, its subsidiary company and joint venture company covered under the Act, and the operating effectiveness of such controls, refer to our separate report in 'Annexure A'; and
• 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 (as amended), in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the

report of the other auditors on separate financial statements as also the other financial information of the subsidiaries and management representations relating to its joint venture:

• i. the consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group and joint venture as detailed in Note 47A to the consolidated financial statements;
• ii. the Group and its joint venture did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March, 2020;
• iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company during the year ended 31 March, 2020 and there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the subsidiary company and joint venture company covered under the Act, during the year ended 31 March, 2020; and
• iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016, which are not relevant to these consolidated financial statements. Hence, reporting under this clause is not applicable.

For Walker Chandiok & Co LLP Chartered Accountants Firm's Registration No.: 001076N/N500013

Anupam Kumar Partner Place : New Delhi Membership No.: 501531

Date : 27 May, 2020 UDIN: 20501531AAAACU3090

Annexure 1

List of entities included in the Statement

Susidiaries:

H & B Stores Limited, Dermoviva Skin Essentials INC, Dabur International Limited, Naturelle LLC, Dabur Egypt Limited, African Consumer Care Limited, Dabur Nepal Private Limited, Asian Consumer Care Pakistan Private Limited, Asian Consumer Care Private Limited, Hobi Kozmetik, RA Pazarlama, Dabur Lanka Private Limited, Namaste Laboratories LLC, Urban Laboratories International LLC, Hair Rejuvenation & Revitalization Nigeria Limited, Healing Hair Laboratories International LLC, Dabur (UK) Limited, Dabur Consumer Care Private Limited, Dabur Tunisie, Dabur Pakistan Private Limited, Dabur Pars, Dabur South Africa (PTY) Limited, D and A Cosmetics Proprietary Limited, Atlanta Body and Health Products Proprietary Limited and Excel Investments FZC (w.e.f. 20 August 2019).

Joint Venture:

Forum I Aviation Private Limited.

Annexure A

Independent Auditor's Report on the internal financial controls with reference to financial statements under Clause (i) of Sub-Section 3 of Section 143 of the Companies Act, 2013 ('the Act')

1. In conjunction with our audit of the consolidated financial statements of Dabur India Limited ('the Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group'), and its joint venture as at and for the year ended 31 March, 2020, we have audited the internal financial controls with reference to financial statements of the Holding Company, its subsidiary company, and joint venture, which are companies covered under the Act, as at that date.

Responsibilities of Management and Those Charged with Governance for Internal Financial Controls

1. The respective Board of Directors of the Holding Company, its subsidiary company, and its joint venture, which are companies covered under the Act, are responsible for establishing and maintaining internal financial controls based on internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting ('the Guidance Note') issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Company's business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor's Responsibility for the Audit of the Internal Financial Controls with Reference to Financial Statements

1. Our responsibility is to express an opinion on the internal financial controls with reference to financial statements of the Holding Company, its subsidiary company, and its joint venture as aforesaid, based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the ICAI prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements, and the Guidance Note issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and

if such controls operated effectively in all material respects.

• 1. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements includes obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
• 1. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to financial statements of the Holding Company, its subsidiary company, and its joint venture as aforesaid.

Meaning of Internal Financial Controls with Reference to Financial Statements

1. A Company's internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial

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reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of Management and Directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Financial Statements

1. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

1. In our opinion, the Holding Company, its Subsidiary Company and its joint venture, which are companies covered under the Act, have in all material respects, adequate internal financial controls with reference to financial statements and such controls were operating effectively as at 31 March, 2020, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

Other Matter

1. We did not audit the internal financial controls in so far as it relates to a joint venture company, which is company covered under the Act , in respect of which, the Group's share of net loss of ₹ 0.01 crores for the year ended 31 March, 2020, has been considered in the consolidated financial statements. The internal financial controls with reference to the financial statements of this joint venture company, which is a company covered under the Act, are unaudited and our opinion under Section 143(3)(i) of the Act insofar as it relates to the aforesaid joint venture company, corresponding internal financial controls with reference to financial statements report certified by the management of such company. In our opinion and according to the information and explanations given to us by the management, these financial statements are not material to the Group. Our report on adequacy and operating effectiveness of the internal financial controls with reference to financial statements of the Group does not include the internal financial controls with reference to financial statements assessment in respect of the aforesaid joint venture company. Our opinion is not modified in respect of the above matter with respect to our reliance on the internal financial controls with reference to financial statements report certified by the Management.

For Walker Chandiok & Co LLP Chartered Accountants Firm's Registration No.: 001076N/N500013

Anupam Kumar

Partner Place : New Delhi Membership No.: 501531 Date : 27 May, 2020 UDIN: 20501531AAAACU3090

Consolidated Balance Sheet

as at 31st March, 2020

	(All amounts in J		crores, unless otherwise stated)
Particulars	Note	31 March, 2020	31 March, 2019
ASSETS
Non-Current Assets
a) Property, plant and equipment	7A	1,820.98	1,547.97
b) Capital work-in-progress	7B	146.57	63.76
c) Investment property	7C	51.55	52.10
d) Goodwill	7D	335.97	336.07
e) Other intangible assets	7E	44.18	32.92
f) Financial assets
(i) Investments	8	1,409.23	2,633.35
(ii) Loans	9	24.64	17.56
(iii) Others	10	528.48	77.66
g) Deferred tax assets (net)	27	22.00	-
h) Non-current tax assets (net)	11	1.09	0.89
i) Other non-current assets	12	89.06	88.13
Total Non-Current Assets		4,473.75	4,850.41
Current Assets
a) Inventories	13	1,379.57	1,300.53
b) Financial assets (i) Investments	14	1,391.03	725.41
(ii) Trade receivables	15	813.89	833.56
(iii) Cash and cash equivalents	16	163.94	107.69
(iv) Bank balances other than (iii) above	17	647.43	220.47
(v) Loans	18	13.07	11.04
(vi) Others	19	2.62	26.47
c) Current tax assets (net)	20	0.88	1.32
d) Other current assets	21	467.56	359.50
e) Asset held for sale	63	0.27	0.24
Total Current Assets		4,880.26	3,586.23
Total Assets		9,354.01	8,436.64
EQUITY AND LIABILITIES
Equity
a) Equity share capital	22	176.71	176.63
b) Other equity	23	6,429.04	5,455.05
Equity attributable to shareholders of the Holding Company		6,605.75	5,631.68
c) Non-controlling interest		36.46	31.38
Total Equity		6,642.21	5,663.06
Liabilities Non-Current Liabilities
a) Financial liabilities
(i) Borrowings	24	162.89	26.05
(ii) Other financial liabilities	25	4.66	4.56
b) Provisions	26	62.94	59.52
c) Deferred tax liabilities (net)	27	17.43	23.14
Total Non-Current Liabilities		247.92	113.27
Current Liabilities
a) Financial liabilities
(i) Borrowings	28	304.24	498.23
(ii) Trade payables
Due to micro and small enterprises	29	44.74	54.61
Due to others (iii) Other financial liabilities	29 30	1,437.41 225.52	1,400.82 327.62
b) Other current liabilities	31	239.78	198.14
c) Provisions	32	165.54	130.24
d) Current tax liabilities (net)	33	46.65	50.65
Total Current Liabilities		2,463.88	2,660.31
Total Liabilities		2,711.80	2,773.58
Total Equity And Liabilities		9,354.01	8,436.64
Summary of significant accounting policies	6

The accompanying notes are an integral part of these consolidated financial statements

This is the Consolidated Balance Sheet referred to in our report of even date.

Chartered Accountants Firm's Registration No.: 001076N/N500013

Partner Chairman Whole Time Director Whole Time Director Membership No.:501531 DIN: 00042050 DIN: 08346826 DIN: 00021581

Date : 27 May, 2020 M. No.: FCS 4311

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

Anupam Kumar Mr. Amit Burman Mohit Malhotra P.D. Narang

Ashok Kumar Jain Lalit Malik

Place : New Delhi EVP (Finance) and Company Secretary Chief Financial Officer

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	275

Consolidated Statement of Profit and Loss

for the year ended 31st March, 2020

	(All amounts in J		crores, unless otherwise stated)
Particulars	Note	31 March, 2020	31 March, 2019
Income
Revenue from operations	34	8,703.59	8,533.05
Other income	35	305.29	296.17
Total income		9,008.88	8,829.22
Expenses
Cost of materials consumed	36	3,731.71	3,475.35
Excise duty		18.95	18.06
Purchases of stock-in-trade		674.62	802.98
Changes in inventories of finished goods, stock-in-trade and work-in-progress	37	(65.04)	12.64
Employee benefits expense	38	947.74	937.91
Finance costs	39	49.54	59.58
Depreciation and amortization expense	40	220.45	176.90
Other expenses
Advertisement and publicity		649.98	608.33
Others	41	953.28	938.22
Total expenses		7,181.23	7,029.97
Profit before share of profit from joint venture and exceptional items		1,827.65	1,799.25
Share of (loss) / profit of joint venture	55	(0.01)	0.96
Profit before exceptional items and tax		1,827.64	1,800.21
Exceptional items	42	100.00	75.34
Profit before tax		1,727.64	1,724.87
Tax expense	43
Current tax		465.42	406.99
Deferred tax		(185.70)	(128.37)
Total tax expense		279.72	278.62
Net profit for the year		1,447.92	1,446.25
Other comprehensive income	44
A (i) Items that will not be reclassified to profit or loss		(28.83)	1.89
(ii) Income tax relating to items that will not be reclassified to profit or loss		10.39	(0.22)
B (i) Items that will be reclassified to profit or loss		130.29	0.01
(ii) Income tax relating to items that will be reclassified to profit or loss		(8.15)	1.21
Total other comprehensive income		103.70	2.89
Total comprehensive income for the year		1,551.62	1,449.14
Net profit attributable to:
Owners of the Holding Company		1,444.96	1,442.33
Non-controlling interest		2.96	3.92
Other comprehensive income attributable to:
Owners of the Holding Company		101.59	1.97
Non-controlling interest		2.11	0.92
Total comprehensive income attributable to:
Owners of the Holding Company		1,546.55	1,444.30
Non-controlling interest		5.07	4.84
Earnings per equity share Basic J
Diluted J	45	8.18	8.17
		8.15	8.14
Summary of significant accounting policies	6

The accompanying notes are an integral part of these consolidated financial statements

This is the Consolidated Statement of Profit and Loss referred to in our report of even date.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

Chartered Accountants Firm's Registration No.: 001076N/N500013

Partner Chairman Whole Time Director Whole Time Director Membership No.:501531 DIN: 00042050 DIN: 08346826 DIN: 00021581

Date : 27 May, 2020 M. No.: FCS 4311

Ashok Kumar Jain Lalit Malik

Place : New Delhi EVP (Finance) and Company Secretary Chief Financial Officer

Anupam Kumar Mr. Amit Burman Mohit Malhotra P.D. Narang

Consolidated Cash Flow Statement

for the year ended 31st March, 2020

(All amounts in J crores, unless otherwise stated)

Particulars	31 March, 2020	31 March, 2019
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit before tax	1,727.64	1,724.87
Adjustments for:
Depreciation and amortisation expense	220.45	176.90
Loss / (profit) on disposal of property, plant and equipment (net)	3.99	(0.71)
Share based payment expense	45.26	77.37
Provision for disputed liability	4.50	8.94
Allowance for expected credit loss	8.60	4.32
Provisions for employee benefits	5.39	8.73
Interest expense	41.12	49.20
Unrealised foreign exchange gain (net)	(3.70)	(3.45)
Interest income	(241.20)	(249.39)
Share of loss / (profit) of joint venture	0.01	(0.96)
Gain on fair valuation of financial instruments (net)	(1.13)	(0.79)
Net gain on sale of financial assets measured at FVTPL	(16.90)	(6.15)
Net gain on sale of financial assets measured at FVTOCI	(6.90)	(1.45)
Net gain on sale of financial assets measured at amortised cost	(1.87)	-
Effect of exchange rates on translation of operating cashflows	95.29	5.21
Exceptional items (refer note 42)	100.00	75.34
Operating profit before working capital changes and other adjustments	1,980.55	1,867.98
Working capital changes and other adjustments:
Inventories	(79.02)	(44.35)
Trade receivables	14.28	(130.25)
Current and non-current financial assets	14.69	24.13
Other current and non-current assets	(107.21)	23.34
Trade payables	25.99	45.11
Other current and non-current financial liabilities	31.71	28.78
Other current and non-current liabilities and provisions	41.57	35.12
Cash flow from operating activities post working capital changes	1,922.56	1,849.86
Direct taxes paid (net of refund)	(308.94)	(350.73)
Net cash flow from operating activities (A)	1,613.62	1,499.13

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	277

Particulars	31 March, 2020	31 March, 2019
B. CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment, capital work-in-progress, investment properties and intangible assets	(417.46)	(234.35)
Proceeds from disposal of property, plant and equipment, capital work-in-progress, investment properties and intangible assets	16.97	9.34
Purchases of investments/ bank deposits	(8,478.78)	(5,392.77)
Proceeds from sale of investments	8,114.22	5,710.25
Interest received	248.21	244.44
Net cash (used in)/flow from investing activities (B)	(516.84)	336.91
C. CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of equity share capital	0.08	0.48
Repayments of non-current borrowing (including current maturities)	(175.10)	(271.96)
(Repayment of) / proceeds from current borrowings (net)	(182.88)	31.81
Dividend paid	(512.45)	(1,324.71)
Dividend distribution tax paid	(105.33)	(272.30)
Finance costs paid	(28.51)	(51.52)
Payment of lease liabilities	(38.78)	-
Net cash used in financing activities (C)	(1,042.97)	(1,888.20)
Increase/(decrease) in cash and cash equivalents (A+B+C)	53.81	(52.16)
Cash and cash equivalents at the beginning of the year	37.72	89.21
Net unrealised foreign exchange gain	0.21	0.67
Cash and cash equivalents at the end of the year	91.74	37.72
Note:
Cash and cash equivalent (as per note 16 to the financial statements)	163.94	107.69
Balances with banks in cash credit accounts (refere note 28)	(56.73)	(54.30)
Balances with banks in over draft accounts (refere note 28)	(15.47)	(15.67)
Cash and cash equivalents as per Consolidated Cash Flow Statements	91.74	37.72
Significant accounting policies 6

Note: The above consolidated statement of Cash Flow has been prepared under the 'Indirect method' as set out in Ind AS 7 'Statement of Cash Flows'.

The accompanying notes are an integral part of these consolidated financial statements This is the Consolidated Cash Flow Statement referred to in our report of even date.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors Chartered Accountants Firm's Registration No.: 001076N/N500013

Anupam Kumar Mr. Amit Burman Mohit Malhotra P.D. Narang Partner Chairman Whole Time Director Whole Time Director Membership No.:501531 DIN: 00042050 DIN: 08346826 DIN: 00021581

Date : 27 May, 2020 M. No.: FCS 4311

Ashok Kumar Jain Lalit Malik Place : New Delhi EVP (Finance) and Company Secretary Chief Financial Officer

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A. Equity share capital *	(All amounts in ₹ crores, unless otherwise state
Particulars	Number of shares	Amoun
Balance as at 1 April, 2018	1,76,15,20,510	176.1
Issued during the year	47,70,631	$\ddot{q}$
Balance as at 31 March, 2019	1,76,62,91,141	176.6
Balance as at 1 April, 2019	1,76,62,91,141	176.6
Issued during the year	7,72,751	Ö.
Balance as at 31 March, 2020	1,76,70,63,892	176.7
$\ddot{\phantom{a}}$

for the year ended 31st March, 2020 a d oli s n o C	d e t	t S	e t a	e m	t n	C f o	a h	g n	s i e	q E n	y t ui
Equity share capital * A.										(All amounts in J crores, unless otherwise stated)
Particulars											Number of shares		Amount
Balance as at 1 April, 2018											1,76,15,20,510		176.15
Issued during the year											47,70,631		0.48
Balance as at 31 March, 2019											1,76,62,91,141		176.63
Balance as at 1 April, 2019											1,76,62,91,141		176.63
Issued during the year											7,72,751		0.08
Balance as at 31 March, 2020											1,76,70,63,892		176.71
* refer note 22
Other equity ** B.
Particulars					Reserves and surplus	Attributable to owners of the Holding Company				Other comprehensive	to owners of attributable Total	Attributable controlling to non-	Total
	Capital	Securities	Statutory	Special	Employee	Share	General	Retained	Foreign	Debt income (OCI)	the Holding	interest
	reserve	premium	reserve	fund	housing reserve	outstanding account option	reserve	earnings	translation currency reserve	instruments through OCI	Company
Balance as at 1 April, 2018	26.92	230.25	14.66	3.14	17.97	92.60	513.43	4,825.30	(194.34)	0.44	5,530.37	26.53	5,556.90
Profit for the year	-	-	-	-	-	-	-	1,442.33	-	-	1,442.33	3.92	1,446.25
Other comprehensive income for the
yearRe-measurements loss on defined
benefit plans (net of tax of ₹ 0.22 crores)	-	-	-	-	-	-	-	1.67	-	-	1.67	-	1.67
Net fair value gain on investment measured through OCI (net of tax	-	-	-	-	-	-	-	-	-	(3.99)	3.99)	-	(3.99)
currency foreign of ₹ 1.21 crores) Movement in	-	-	-	-	-	-	-	-	4.29	-	4.29	0.92	5.21
translation reserve during the year
Recognition of share based payment expenses	-	-	-	-	-	77.37	-	-	-	-	77.37	-	77.37
option outstanding account on exercise of share from Transfer options	-	94.98		-	-	(94.98)	-	-	-	-	-	-	-
with owners in their capacity as owners Transactions
Dividends (refer note 46)	-	-	-	-	-	-		- (1,597.01)	-	-	(1,597.01)	-	(1,597.01)
Others	-	-	-	-	-	-	-	-	0.02	-	0.02	0.01	0.03
Balance as at 31 March, 2019	26.92	325.23	14.66	3.14	17.97	74.99	513.43	4,672.29	(190.03)	(3.55)	5,455.05	31.38	5,486.43
** refer note 23

Other equity (Contd.)** B.
Particulars						Attributable to owners of the Holding Company					Total	Attributable	Total
					Reserves and surplus					Other comprehensive income (OCI)	to owners of attributable	controlling to non-
	Capital reserve	Securities premium	Statutory reserve	Special fund	Employee housing reserve	outstanding account option Share	General reserve	Retained earnings	translation currency Foreign reserve	instruments through OCI Debt	the Holding Company	interest
Balance as at 01 April, 2019	26.92	325.23	14.66	3.14	17.97	74.99	513.43	4,672.29	(190.03)	(3.55)	5,455.05	31.38	5,486.43
Profit for the year	-	-	-	-	-	-	-	1,444.96	-	-	1,444.96	2.96	1,447.92
Other comprehensive income for the year
Re-measurements loss on defined benefit plans (net of tax of ₹ 10.39 crores)	-	-	-	-	-	-	-	(18.44)	-	-	(18.44)	-	(18.44)
Net fair value gain on investment measured through OCI (net of tax of ₹ 8.15 crores)	-	-	-	-	-	-	-	-	-	26.85	26.85	-	26.85
currency translation reserve during the year foreign Movement in	-	-	-	-	-	-	-	-	93.18	-	93.18	2.11	95.29
Recognition of share based payment expenses	-	-	-	-	-	45.26	-	-	-	-	45.26	-	45.26
Transfer from share option outstanding account on exercise of options	-	26.98	-	-	-	(26.98)	-	-	-	-	-	-	-
owners in their with capacity as owners Transactions
Dividends (refer note 46)	-	-	-	-		-	-	617.78)	-	-	(617.78)	-	(617.78)
Others	-	-	-	-	-	-	-	-	(0.04)	-	(0.04)	-	(0.04)
Balance as at 31 March, 2020	26.92	352.21	14.66	3.14	17.97	93.27	513.43	5,481.03	(96.89)	23.30	6,429.04	36.45	6,465.50
This is the Consolidated Statement of Changes in Equity referred to in our report of even date. The accompanying notes are an integral part of these consolidated financial statements ** refer note 23
For Walker Chandiok & Co LLP			For and on behalf of the Board of Directors
Firm's Registration No.: 001076N/N500013 Chartered Accountants
Anupam Kumar			Mr. Amit Burman					Mohit Malhotra				P.D. Narang
Partner			Chairman					Whole Time Director				Whole Time Director
Membership No.:501531			DIN: 00042050					DIN: 08346826				DIN: 00021581
Ashok Kumar Jain Place : New Delhi			EVP (Finance) and Company Secretary Lalit Malik						Chief Financial Officer
Date : 27 May, 2020			M. No.: FCS 4311

Board & Management Reports

Summary of significant accounting policies and other explanatory information

1. Group information

Dabur India Limited (the 'Holding Company') is a domestic public limited company with registered office situated at 8/3, Asaf Ali Road, New Delhi – 110002 and is listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE).

The consolidated financial statements comprise the financial statements of the Holding Company, its subsidiaries and joint venture collectively hereinafter referred to as the 'Group'. The Group is one of the leading global fast moving consumer goods (FMCG) players' dealing in consumer care and food products. It has wide network of operations in local as well as foreign markets.

2. General information and statement of compliance with Ind AS

These consolidated financial statements ('financial statements') of the Group have been prepared in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013 ('the Act') and other relevant provisions of the Act. The Group has uniformly applied the accounting policies during the periods presented.

The financial statements are presented in Indian Rupees ('₹') which is also the functional currency of the Holding Company.

The financial statements for the year ended 31 March, 2020 were authorized and approved for issue by the Board of Directors on 27 May, 2020. The revision to financial statements is permitted by the Board of Directors after obtaining necessary approvals or at the instance of regulatory authorities as per provisions of the Act.

3. Basis of preparation

The financial statements have been prepared on going concern basis in accordance with accounting principles generally accepted in India. Further, the financial statements have been prepared on historical cost basis except for certain financial assets and financial liabilities and share based payments which are measured at fair values as explained in relevant accounting policies.

Amount in the financial statements are presented in ₹ crores, unless otherwise stated. Certain amounts that are required to be disclosed and do not appear due to rounding-off are expressed as 0.00 crores.

for the year ended 31 March, 2020 (All amounts in J crores, unless otherwise stated)

4. Basis of consolidation

Subsidiaries

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of the entity. The Group can have power over the investee even if it owns less than majority voting rights i.e. rights arising from other contractual arrangements. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Statement of profit and loss (including other comprehensive income ('OCI')) of subsidiaries acquired or disposed off during the period are recognized from the effective date of acquisition, or up to the effective date of disposal, as applicable.

The Group combines the financial statements of the Holding Company and its subsidiaries line by line adding together like items of assets, liabilities, equity, income and expenses.

Intercompany transactions, balances and un-realized gains/ losses on transactions between group companies are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Non-controlling interests, presented as part of equity, represent the portion of a subsidiary's Statement of Profit and Loss and net assets that is not held by the Group. Consolidated Statement of Profit and Loss balance (including other comprehensive income ('OCI')) is attributed to the equity holders of the Holding Company and to the non-controlling interest basis the respective ownership interests and such balance is attributed even if this results in controlling interests having a deficit balance.

The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. Such a change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to noncontrolling interests and any consideration paid or received is recognized within equity.

Joint venture

Interest in joint venture is accounted for using the equity method, after initially being recognized at cost. The

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	281

carrying amount of the investment is adjusted thereafter for the post acquisition change in the share of net assets of the investee, adjusted where necessary to ensure consistency with the accounting policies of the Group. The Consolidated Statement of Profit and Loss (including the OCI) includes the Group's share of the results of the operations of the investee. Dividends received or receivable from joint ventures are recognized as a reduction in the carrying amount of the investment.

5. Recent accounting pronouncements

Ministry of Corporate Affairs ("MCA") notifies new accounting standards or amendments to the existing accounting standards. There is no such notification which would have been applicable from 01 April, 2020.

6. Summary of significant accounting policies

The financial statements have been prepared using the significant accounting policies and measurement basis summarized below:

a. Current / non-current classification:

All assets and liabilities have been classified as current or non-current as per the Group's normal operating cycle and other criteria set-out in the Act. Deferred tax assets and liabilities are classified as non-current assets and non-current liabilities, as the case may be.

b. Business combinations

• The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the Group. Acquisition costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their acquisition-date fair values.

• Goodwill is measured as excess of the aggregate of the fair value of the consideration transferred, the amount recognized for non-controlling interests and fair value of any previous interest held, over the fair value of the net of identifiable assets acquired and liabilities assumed. If the fair value of the net of identifiable assets acquired and liabilities assumed is in excess of the aggregate mentioned above, the resulting gain on bargain purchase is recognized in OCI and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognizes the gain directly in equity as capital reserve, without routing the same through other comprehensive income.

• Business combinations involving entities or businesses under common control have been accounted for using the pooling of interest method. The assets and liabilities of the combining entities are reflected at their carrying amounts. No adjustments have been made to reflect fair values, or to recognize any new assets or liabilities.

c. Revenue recognition:

• Revenue from sale of products is recognised when control of products being sold is transferred to customer and when there are no longer any unfulfilled obligations. The performance obligations in contracts are considered as fulfilled in accordance with the terms agreed with the respective customers.

Revenue is measured at fair value of the consideration received or receivable and are accounted for net of returns, rebates and trade discount. Sales, as disclosed, are exclusive of goods and services tax, where applicable.

The Group considers the terms of the contract and its customary business practices to determine the transaction price. The transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring promised goods to a customer, excluding amounts collected on behalf of third parties (for example taxes collected on behalf of government). The consideration promised in a contract with a customer may include fixed consideration, variable consideration (if reversal is less likely in future), or both.

The transaction price is allocated by the Group to each performance obligation in an amount that depicts the amount of consideration to which it expects to be entitled in exchange for transferring the promised goods to the customer.

For each performance obligation identified, the Group determines at contract inception whether it satisfies the performance obligation over time or satisfies the performance obligation at a point in time.

When either party to a contract has performed its obligation, an entity shall present the contract in the balance sheet as a contract asset or a contract liability, depending on the relationship between the Group's performance and the customer's payment.

• Income from export incentives such as duty drawback, premium on sale of import licenses and lease license fee are recognized on accrual basis

when no significant uncertainties as to the amount of consideration that would be derived and as to its ultimate collection exist.

• Rental income is recognized on a straight-line basis over the terms of the lease, except for contingent rental income which is recognized when it arises and where scheduled increase in rent compensates the lessor for expected inflationary costs.
• Interest income is recognized using effective interest method.
• Dividend income is recognized at the time when the right to receive is established by the reporting date.
• Other incomes have been recognized on accrual basis in the financial statements, except when there is uncertainty of collection.

d. Property, plant and equipment:

Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. These tangible assets are held for use in production, supply of goods or services or for administrative purposes.

• Cost comprises of purchase cost, freight, duties, taxes and other expenses directly incidental to acquisition, bringing the asset to the location and installation including site restoration up to the time when the asset is ready for intended use. Such costs also include borrowing cost if the recognition criteria are met.
• When a major inspection / repair occur, its cost is recognized in the carrying amount of the property, plant and equipment as a replacement if the recognition criteria are satisfied. Any remaining carrying amount of the cost of previous inspection / repair is derecognized. All other repair and maintenance are recognized in the Consolidated Statement of Profit and Loss as incurred.
• Depreciation on property, plant and equipment is provided over the useful lives of assets as specified in Schedule II to the Act except where the management, has estimated useful life of an asset supported by the technical assessment, external or internal i.e., higher or lower from the indicative useful life given under Schedule II. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.
• Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows:

Description	Useful lives(upto)
Leasehold land	Over lease period
Building	60 years
Plant and machinery	15 years
Furniture and fixtures	10 years
Vehicles	8 years
Office equipment	10 years

The residual value and useful life is reviewed annually and any deviation is accounted for as a change in estimate.

• Components relevant to property, plant and equipment, where significant, are separately depreciated on straight-line basis in terms of their life span assessed by technical evaluation in item specific context.
• For new projects, all direct expenses and direct overheads (excluding services of non-exclusive nature provided by employees in Group's regular payroll) are capitalized till the assets are ready for intended use.
• During disposal of property, plant and equipment, any profit earned / loss sustained towards excess / shortfall of sale value vis-a-vis carrying cost of assets is accounted for in Consolidated Statement of Profit and Loss.

e. Capital work-in-progress and intangible assets under development:

Capital work-in-progress and intangible assets under development represents expenditure incurred in respect of capital projects / intangible assets under development and are carried at cost. Cost comprises of purchase cost, related acquisition expenses, development / construction costs, borrowing costs and other direct expenditure.

f. Investment property:

Properties held to earn rentals or / and for capital appreciation or both but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes, are categorized as investment properties. These are measured initially at cost of acquisition, including transaction costs and other direct costs attributable to bringing asset to its working condition for intended use. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any. The cost shall also include borrowing cost if the recognition criteria are met. Said assets are depreciated on straight line basis based on expected life span of assets which is in accordance with Schedule II of the Act.

Significant parts of the property are depreciated separately based on their specific useful lives as follows:

Description	Useful lives(upto)
Leasehold land	Over lease period
Building	60 years

Any gain or loss on disposal of investment properties is recognized in Consolidated Statement of Profit and Loss.

Fair value of investments properties under each category are disclosed under note 7C to the financial statements. Fair values are determined based on the evaluation performed by an accredited external independent valuer applying a recognized and accepted valuation model or estimation based on available sources of information from market.

Transfers to or from the investment property is made only when there is a change in use and the same is made at the carrying amount of investment property.

g. Goodwill

Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is initially measured at cost, being the excess of the consideration transferred over the net identifiable assets acquired and liabilities assumed, measured in accordance with Ind AS 103 'Business Combinations'.

Goodwill is considered to have indefinite useful life and hence is not subject to amortization but tested for impairment annually. After initial recognition, goodwill is measured at cost less any accumulated impairment losses.

h. Intangible assets:

• Intangible assets acquired separately are measured on initial recognition at cost of acquisition. The cost comprises of purchase price and directly attributable costs of bringing the assets to its working condition for intended use. Intangible assets arising on acquisition of business are measured at fair value as at date of acquisition. In case of internally generated assets, measured at development cost subject to satisfaction of recognition criteria (identifiability, control and future economic benefit) in accordance with Ind AS 38 'Intangible Assets'.
• Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment loss, if any.
• Intangible Assets with finite lives are amortized on a straight-line basis over the estimated useful economic life. The amortization expense on intangible assets

with finite lives is recognized in the Consolidated Statement of Profit and Loss.

• Amortization of intangible assets such as softwares is computed on a straight-line basis, at the rates representing estimated useful life of up to 5 years. The brands and trademarks acquired as part of business combinations normally have a remaining legal life of not exceeding ten years but is renewable every ten years at little cost and is well established.

i. Government subsidy / grants:

Government grant is recognized only when there is a reasonable assurance that the entity will comply with the conditions attached to them and the grants will be received.

• Subsidy related to assets is recognized as deferred income which is recognized in the Consolidated Statement of Profit and Loss on systematic basis over the useful life of the assets.
• Purchase of assets and receipts of related grants are separately disclosed in Consolidated Statement of Cash Flow.
• Grants related to income are treated as other operating income in Consolidated Statement of Profit and Loss subject to due disclosure about the nature of grant.

j. Impairment of non-financial assets:

• Goodwill

Goodwill is tested for impairment on annual basis. If on testing, any impairment exists, the carrying amount of goodwill is reduced to the extent of any impairment loss and such loss is recognized in the Consolidated Statement of Profit and Loss.

• Other assets

At each reporting date, the Group assesses whether there is any indication based on internal / external factors, that an asset may be impaired. If any such indication exists, the recoverable amount of the asset or the cash generating unit (CGU) is estimated. If such recoverable amount of the asset or CGU to which the asset belongs is less than its carrying amount. The carrying amount is reduced to its recoverable amount and the reduction is treated as an impairment loss and is recognized in the Consolidated Statement of Profit and Loss. If, at the reporting date, there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount. Impairment losses previously recognized are accordingly reversed in the Consolidated Statement of Profit and Loss.

k. Impairment of financial assets:

In accordance with Ind AS 109 'Financial Instruments', the Group applies expected credit loss ('ECL') model for measurement and recognition of impairment loss for financial assets. ECL is the weighted-average of difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective interest rate, with the respective risks of default occurring as the weights. When estimating the cash flows, the Group is required to consider:

• All contractual terms of the financial assets (including prepayment and extension) over the expected life of the assets;
• Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

l. Trade receivables:

In respect of trade receivables, the Group applies the simplified approach of Ind AS 109 'Financial Instruments', which requires measurement of loss allowance at an amount equal to lifetime expected credit losses. Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument.

m. Other financial assets:

In respect of its other financial assets, the Group assesses if the credit risk on those financial assets has increased significantly since initial recognition. If the credit risk has not increased significantly since initial recognition, the Group measures the loss allowance at an amount equal to 12-month expected credit losses, else at an amount equal to the lifetime expected credit losses.

When making this assessment, the Group uses the change in the risk of a default occurring over the expected life of the financial asset. To make that assessment, the Group compares the risk of a default occurring on the financial asset as at the balance sheet date with the risk of a default occurring on the financial asset as at the date of initial recognition and considers reasonable and supportable information, that is available without undue cost or effort, that is indicative of significant increases in credit risk since initial recognition. The Group assumes that the credit risk on a financial asset has not increased significantly since initial recognition if the financial asset is determined to have low credit risk at the balance sheet date.

n. Financial instruments:

Initial recognition and measurement

Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the financial instrument and are measured initially at fair value adjusted for transaction costs, except for those carried at fair value through profit or loss which are measured initially at fair value. Subsequent measurement of financial assets and financial liabilities is described below:

Non-derivative financial assets

Subsequent measurement

• Financial assets carried at amortized cost

A financial asset is measured at the amortized cost, if both the following conditions are met:

• a. The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows; and
• b. Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest ('SPPI') on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate ('EIR') method.

• Investments in other equity instruments

Investments in equity instruments which are held for trading are classified as at fair value through profit or loss ('FVTPL'). For all other equity instruments, the Group makes an irrevocable choice upon initial recognition, on an instrument by instrument basis, to classify the same either as at fair value through other comprehensive income ('FVTOCI') or fair value through profit or loss ('FVTPL'). Amounts presented in other comprehensive income are not subsequently transferred to profit or loss. However, the Group transfers the cumulative gain or loss within equity. Dividends on such investments are recognized in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment.

• Debt instruments

Debt instruments are initially measured at amortized cost, fair value through other comprehensive income ('FVTOCI') or fair value through profit or loss ('FVTPL') till de-recognition on the basis of:

• a. the entity's business model for managing the financial assets; and
• b. the contractual cash flow characteristics of the financial asset.

a. Measured at amortized cost

Financial assets that are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows that are solely payments of principal and interest, are subsequently measured at amortized cost using the EIR method less impairment, if any. The amortization of EIR and loss arising from impairment, if any is recognized in the Consolidated Statement of Profit and Loss.

b. Measured at fair value through other comprehensive income

Financial assets that are held within a business model whose objective is achieved by both, selling financial assets and collecting contractual cash flows that are solely payments of principal and interest, are subsequently measured at fair value through other comprehensive income. Fair value movements are recognized in the other comprehensive income ('OCI'). Interest income measured using the EIR method and impairment losses, if any are recognized in the Consolidated Statement of Profit and Loss. On de-recognition, cumulative gain or loss previously recognized in OCI is reclassified from the equity to 'other income' in the Consolidated Statement of Profit and Loss.

c. Measured at fair value through profit or loss

A financial asset not classified as either amortized cost or FVTOCI, is classified as FVTPL. Such financial assets are measured at fair value with all changes in fair value, including interest income and dividend income if any, recognized as 'other income' in the Consolidated Statement of Profit and Loss.

• Investments in mutual funds

Investments in mutual funds are measured at FVTPL.

De-recognition of financial assets

A financial asset is primarily de-recognized when the contractual rights to receive cash flows from the asset have expired or the Group has transferred its rights to receive cash flows from the asset.

Non-derivative financial liabilities

Subsequent measurement

Subsequent to initial recognition, all non-derivative financial liabilities are measured at amortised cost using the effective interest method.

De-recognition of financial liabilities

A financial liability is de-recognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the Consolidated Statement of Profit and Loss.

Derivative financial instruments

The Group holds derivative financial instruments in the form of future contracts to mitigate the risk of changes in exchange rates on foreign currency exposure. The counterparty for these contracts are scheduled commercial banks / regulated brokerage firms.

Although these derivatives constitute hedges from an economic perspective, they do not qualify for hedge accounting under Ind AS 109 'Financial Instruments' and consequently are categorized as financial assets or financial liabilities at fair value through profit or loss. The resulting exchange gain or loss is included in other income / expenses and attributable transaction costs are recognized in the Consolidated Statement of Profit and Loss when incurred.

• Financial guarantee contracts

Financial guarantee contracts are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified party fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognized as a financial liability at the time the guarantee is issued at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of expected loss allowance determined as per impairment requirements of Ind AS 109 'Financial Instruments' and the amount recognized less cumulative amortization.

• Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the Consolidated Balance Sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

o. Fair value measurement:

The Group measures financial instruments, such as, derivatives at fair value at each Consolidated Balance Sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability; or
• In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Group.

Corporate

Board & Management Reports Financial 284 Dabur India Limited Annual Report 2019-20 Statements 285

Overview

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The Management determines the policies and procedures for both recurring fair value measurement, such as derivative instruments and unquoted financial assets measured at fair value, and for non-recurring measurement, such as assets held for distribution in discontinued operations.

p. Leases:

Where the Group is the lessee

Right of use assets and lease liabilities

For any new contracts entered into on or after 1 April, 2019 (the transition approach has been explained and disclosed in Note 49), the Group considers whether a contract is, or contains a lease. A lease is defined as 'a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration'.

Classification of leases

The Group enters into leasing arrangements for various assets. The assessment of the lease is based on several factors, including, but not limited to, transfer of ownership of leased asset at end of lease term, lessee's option to extend/purchase etc.

Recognition and initial measurement

At lease commencement date, the Group recognizes a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease (if any), and any lease payments made in advance of the lease commencement date (net of any incentives received).

Subsequent measurement

The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-ofuse asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist.

At lease commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Group's incremental borrowing rate. Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed payments) and variable payments based on an index or rate. Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is re-measured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments. When the lease liability is re-measured, the corresponding adjustment is reflected in the rightof-use asset.

The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognizing a right-of-use asset and lease liability, the payments in relation to these are recognized as an expense in consolidated statement of profit and loss on a straight-line basis over the lease term.

Where the Group is the lessor

Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental income from operating lease is recognized on a straight-line basis over the term of the relevant lease, except when the lease rentals, increase are in line with general inflation index. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income. Contingent rents are recognized as revenue in the period in which they are earned.

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Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the Group to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Group's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the net investment outstanding in respect of the lease.

q. Inventories:

Inventories are valued at the lower of cost or net realizable value. Cost includes purchase price, duties, transport, handing costs and other costs directly attributable to the acquisition and bringing the inventories to their present location and condition.

The basis of determination of cost is as follows:

• Raw material, packing material and stock-in-trade valued on moving weighted average basis;
• Stores and spares valued on weighted average basis;
• Work-in-progress valued at cost of input valued at moving weighted average basis plus overheads up till the stage of completion; and
• Finished goods valued at cost of input valued at moving weighted average basis plus appropriate overheads.

r. Employee benefits:

Liabilities in respect of employee benefits to employees are provided for as follows:

• Current employee benefits

• a. Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be incurred when the liabilities are settled. The liabilities are presented as current employee dues payable in the Consolidated Balance Sheet.
• b. Employees' State Insurance ('ESI') is provided on the basis of actual liability accrued and paid to authorities.
• c. The Group has adopted a policy on compensated absences which are both accumulating and non-accumulating in nature. The expected cost of accumulating compensated absences is determined by actuarial valuation performed by an independent actuary at each balance sheet date using projected unit credit method on the additional amount expected to be paid / availed as a result of the unused entitlement that has

accumulated at the balance sheet date. Expense on non-accumulating compensated absences is recognized in the period in which the absences occur.

d. Expense in respect of other short-term benefits is recognized on the basis of the amount paid or payable for the period during which services are rendered by the employee.

• Post separation employee benefit plan

a. Defined benefit plan

• Post separation benefits of Directors are accounted for on the basis of actuarial valuation as per Ind AS 19 'Employee Benefits'.
• Gratuity liability accounted for on the basis of actuarial valuation as per Ind AS 19 'Employee Benefits'. Liability recognized in the Consolidated Balance Sheet in respect of gratuity is the present value of the defined benefit obligation at the end of each reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by an independent actuary using the projected unit credit method. The present value of defined benefit is determined by discounting the estimated future cash outflows by reference to market yield at the end of each reporting period on government bonds that have terms approximate to the terms of the related obligation. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the Consolidated Statement of Profit and Loss.
• Group contributes its share of contribution to Employees' Provident Fund Scheme administered by a separate trust with its obligation to make good the shortfall, if any, in trust fund arising on account of difference between the return on investments of the trust and the interest rate on provident fund dues notified periodically by the Central Government and any expected loss in investment. Liability recognized in the Consolidated Balance Sheet in respect of Dabur India E.P.F trust is the present value of the defined benefit obligation at the end of each reporting period less the fair value of plan assets on the basis of actuarial valuation using the projected unit credit method.
• Actuarial gain / loss pertaining to gratuity and post separation benefits are accounted for as OCI. All remaining components of costs are accounted for in Consolidated Statement of Profit and Loss.

b. Defined contribution plans

Liability for superannuation fund is provided on the basis of the premium paid to insurance company in respect of employees covered under Superannuation Fund Policy.

s. Taxation:

Tax expense recognized in Consolidated Statement of Profit and Loss comprises the sum of deferred tax and current tax except the ones recognized in other comprehensive income or directly in equity.

Current tax is determined as the tax payable in respect of taxable income for the year and is computed in accordance with relevant tax regulations of the respective jurisdictions. Current income tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other comprehensive income or in equity).

Minimum Alternate Tax ('MAT') credit entitlement is recognized as an asset only when and to the extent there is convincing evidence that normal income tax will be paid during the specified period. In the year in which MAT credit becomes eligible to be recognized as an asset, the said asset is created by way of a credit to the Consolidated Statement of Profit and Loss and shown as MAT credit entitlement. This is reviewed at each balance sheet date and the carrying amount of MAT credit entitlement is written down to the extent it is not reasonably certain that normal income tax will be paid during the specified period.

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit under provisions of the Income Tax Acts of the respective jurisdictions.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognized outside Consolidated Statement of Profit and Loss is recognized outside Consolidated Statement of Profit and Loss (either in other comprehensive income or in equity).

t. Provisions, contingent liability and contingent assets:

• Provisions are recognized only when there is a present obligation, as a result of past events and when a reliable estimate of the amount of obligation can be made at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. Provisions are discounted to their present values, where the time value of money is material.

• Contingent liability is disclosed for:
• a. Possible obligations which will be confirmed only by future events not wholly within the control of the Group; or
• b. Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.
• Contingent assets are neither recognized nor disclosed except when realization of income is virtually certain, related asset is recognized.

u. Foreign currency translation:

Foreign currency transactions are recorded in the functional currency, by applying the exchange rate between the functional currency and the foreign currency at the date of the transaction.

Foreign currency monetary items outstanding at the balance sheet date are converted to functional currency using the closing rate. Non-monetary items denominated in a foreign currency which are carried at historical cost are reported using the exchange rate at the date of the transactions.

Exchange differences arising on monetary items on settlement, or restatement as at reporting date, at rates different from those at which they were initially recorded, are recognized in the Consolidated Statement of Profit and Loss in the year in which they arise.

Functional and reporting currencies of foreign operations are different from the reporting currency of the Holding Company. For all the foreign operations of the Group, all assets and liabilities (excluding equity share capital and opening reserves and surplus) are translated into Indian Rupees ('₹') using the exchange rate prevailing at the reporting date. Equity share capital, reserves and surplus are carried at historical cost. Revenues, costs and expenses are translated using the weighted-average exchange rate during the reporting period. The resultant currency translation difference is recognized as foreign currency translation reserve under the head 'other equity'.

v. Share based payments - Employee Stock Option Scheme ('ESOP'):

The fair value of options granted under Employee Stock Option Plan is recognized as an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options. The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service

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conditions. It recognizes the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity. Upon exercise of share options, the proceeds received are allocated to share capital up to the par value of the shares issued with any excess being recorded as share premium.

w. Operating segments:

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ('CODM') of the Group. The CODM is responsible for allocating resources and assessing performance of the operating segments of the Group.

x. Earnings per share:

Basic earnings per share are 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.

For the purpose of calculating diluted earnings per share, the net profit for the period attributed to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all potentially dilutive equity shares.

y. Research and development:

Expenditure on research is recognized as an expense when it is incurred. Expenditure on development which does not meet the criteria for recognition as an intangible asset is recognized as an expense when it is incurred.

Items of property, plant and equipment and acquired intangible assets utilized for research and development are capitalized and depreciated / amortized in accordance with the policies stated for Property, Plant and Equipment and Intangible Assets.

z. Borrowing cost:

Borrowing cost consists of interest and other costs incurred in connection with the borrowing of funds and also include exchange differences to the extent regarded as an adjustment to the same. Borrowing costs directly attributable to the acquisition and/or construction of a qualifying asset are capitalized during the period of time that is necessary to complete and prepare the asset for its intended use or sale. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to the Consolidated Statement of Profit and Loss as incurred.

aa. Cash and cash equivalents:

For the purpose of the Consolidated Statement of Cash Flows, cash and cash equivalents consist of cash and cheques in hand, bank balances, demand deposits with banks where the original maturity is three months or less and other short-term highly liquid investments net of outstanding bank overdrafts and cash credit facilities as they are considered an integral part of the Group's cash management.

ab. Assets held for sale:

The Group classifies assets as held for sale if their carrying amounts will be recovered principally through a sale rather than through continuing use of the assets and actions required to complete such sale indicate that it is unlikely that significant changes to the plan to sell will be made or that the decision to sell will be withdrawn. Also, such assets are classified as held for sale, if the management expects to complete the sale within one year from the date of classification.

Assets classified as held for sale are measured at the lower of their carrying amount and the fair value less cost to sell.

ac. Significant management judgement in applying accounting policies and estimation uncertainty:

The preparation of the Group's financial statements requires the Management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities.

• Evaluation of indicators for impairment of assets

The evaluation of applicability of indicators of impairment of assets requires, the management to make an assessment of several external and internal factors which could result in deterioration of recoverable amount of the assets.

• Classification of leases

The Group enters into leasing arrangements for various premises. The assessment (including measurement) of the lease is based on several factors, including, but not limited to, transfer of ownership of leased asset at end of lease term, lessee's option to extend/terminate etc. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to extend or to terminate.

• Recoverability of advances / receivables

At each balance sheet date, based on historical default rates observed over expected life, the management assesses the expected credit losses on outstanding receivables and advances.

• Defined benefit obligation ('DBO')

Management's estimate of the DBO is based on a number of underlying assumptions such as standard rates of inflation, mortality, discount rate and

anticipation of future salary increases. Variation in these assumptions may significantly impact the DBO amount and the annual defined benefit expenses.

• Provisions

At each balance sheet date basis the management judgment, changes in facts and legal aspects, the Group assesses the requirement of provisions against the outstanding contingent liabilities. However, the actual future outcome may be different from this judgement.

• Contingencies

Contingent liabilities may arise from the ordinary course of business in relation to claims against the Group, refer note 47. By their nature, contingencies will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence, and potential quantum, of contingencies inherently involves the exercise of significant judgments and the use of estimates regarding the outcome of future events.

• Fair value measurements

Management applies valuation techniques to determine the fair value of financial instruments (where active market quotes are not available) and share based payments. This involves developing estimates and assumptions consistent with how market participants would price the instrument. The Group engages third party valuers, where required, to perform the valuation. Information about the valuation techniques and inputs used in determining the fair value of various assets, liabilities and share based payments are disclosed in the notes to consolidated financial statements.

• Inventories

The Group estimates the net realizable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realization of these inventories may be affected by future demand or other market-driven changes that may reduce future selling prices.

• Useful lives of depreciable / amortizable assets

Management reviews its estimate of the useful lives of depreciable / amortizable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical and economic obsolescence that may change the utility of assets.

• Valuation of investment property

Investment property is stated at cost. However, as per Ind AS 40 'Investment Property', there is a requirement to disclose fair value as at the balance sheet date. The Group engaged independent valuation specialists to determine the fair value of its investment property as at reporting date.

• Business combinations and intangible assets

The Holding Company uses valuation techniques when determining the fair values of certain assets and liabilities acquired in a business combination. In particular, the fair value of contingent consideration is dependent on the outcome of many variables including the acquirees' future profitability. These valuations are conducted by independent valuation experts.

• Income taxes

Significant judgements are involved in estimating budgeted profits for the purpose of paying advance tax, determining the provision for income taxes, including amount expected to be paid / recovered for uncertain tax positions (refer note 43). The extent to which deferred tax assets/minimum alternate tax credit can be recognized is based on management's assessment of the probability of the future taxable income against which the deferred tax assets/ minimum alternate tax credit can be utilized.

• Recognition of deferred tax liability on undistributed profits

The extent to which the Holding Company can control the timing of reversal of deferred tax liability on undistributed profits of its subsidiaries requires judgement.

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	291

7A Property, plant and equipment

The changes in the carrying value of property, plant and equipment for the year ended 31 March, 2019 and 31 March, 2020 are as follows:

Description	Leasehold land	Freehold land	Buildings	Leased Buildings**	Plant and equipment	Furniture and	Vehicles	Office equipment	Total
						fixtures
Gross block
Balance as at 1 April, 2018	42.86	65.30	762.64	-	1,430.53	103.83	42.26		59.32 2,506.74
Addition for the year *	0.05	0.69	18.37	-	92.17	11.51	4.23	9.42	136.44
Transfer from capital work-in-progress	-	-	8.13	-	22.83	0.19	0.29	0.85	32.29
Disposals/ adjustments for the year	0.45	-	0.38	-	17.23	1.31	3.71	2.21	25.29
Foreign currency translation difference	(0.23)	(0.59)	(0.71)	-	(1.08)	(1.44)	0.62	0.26	(3.17)
Balance as at 31 March, 2019	42.23	65.40	788.05	-	1,527.22	112.78	43.69		67.64 2,647.01
Addition for the year	-	1.89	31.27	222.89	169.47	14.98	6.41	5.93	452.84
Transfer from capital work-in-progress	-	-	3.49	-	21.38	1.37	-	0.03	26.27
Disposals/ adjustments for the year	7.78	-	1.01	7.72	23.81	3.54	4.67	5.04	53.57
Foreign currency translation difference	0.48	1.01	13.71	3.47	24.30	0.91	(0.34)	0.75	44.29
Balance as at 31 March, 2020	34.93	68.30	835.51	218.64	1,718.56	126.50	45.09		69.31 3,116.84
Accumulated depreciation
Balance as at 1 April, 2018	7.11	-	188.22	-	639.74	55.15	15.33	49.09	954.64

7.11	-	188.22	-	639.74	55.15	15.33	49.09	954.64
1.51	-	25.12	-	124.26	8.32	4.99	4.40	168.60
0.20	-	0.36	-	14.29	1.16	2.24	1.97	20.22
0.28	-	(2.11)	-	(1.89)	(0.84)	0.35	0.23	(3.98)
8.70	-	210.87	-	747.82	61.47	18.43		51.75 1,099.04
1.43	-	25.38	36.01	128.81	9.07	4.67	4.88	210.25
0.49	-	0.81	0.96	20.26	3.04	2.26	4.79	32.61
0.47	-	2.93	1.14	13.77	0.50	(0.22)	0.60	19.19
10.11	-	238.37	36.19	870.14	68.00	20.62		52.44 1,295.87

Net block as at 1 April, 2018	35.75	65.30	574.42	-	790.79	48.68	26.93	10.23 1,552.10
Net block as at 31 March, 2019	33.53	65.40	577.18	-	779.40	51.31	25.26	15.89 1,547.97
Net block as at 31 March, 2020	24.82	68.30	597.15	182.45	848.42	58.50	24.47	16.87 1,820.98

* includes addition in property, plant and equipment pursuant to acquisitions of assets under business combinations falling part of Ind AS 103 'Business Combinations', refer Note 62B for details.

** represents right of use assets (refer note 49)

Notes:

• a) Plant and equipment have been hypothecated with banks against term loans, refer note 24.
• b) Addition to the above property, plant and equipment includes ₹ 7.23 crores (31 March, 2019: ₹ 2.09 crores) incurred at Holding Company's inhouse research and development facilities at Sahibabad, Uttar Pradesh.
• c) Contractual obligations : Refer note 47 for disclosure of contractual commitments for the acquisition of property, plant and equipment.
• d) Leasehold land : Represents land taken on lease for the years ranging from 20 to 99.
• e) Impairment loss : 'Disposals/ adjustments for the year' above include impairment provision mainly pertaining to assets which are lying idle, damaged and having no future use amounting to ₹ 0.14 crores (31 March, 2019: ₹ Nil).

7B Capital work-in-progress

The changes in the carrying value of capital work-in-progress for the year ended 31 March, 2019 and 31 March, 2020 are as follows:

Description	Amount
Balance as at 1 April, 2018	41.51
Addition for the year	58.01
Transfer to property, plant and equipment	(32.29)
Transfer to intangible asset	(5.03)
Foreign currency translation difference	1.56
Balance as at 31 March, 2019	63.76
Addition for the year	102.65
Transfer to property, plant and equipment	(26.27)
Transfer to intangible asset	(0.19)
Foreign currency translation difference	6.62
Balance as at 31 March, 2020	146.57

7C Investment property

The changes in the carrying value of investment property for the year ended 31 March, 2019 and 31 March, 2020 are as follows:

Description	Freehold land	Buildings	Total
Gross block
Balance as at 01 April, 2018	5.28	58.61	63.89
Addition for the year	-	0.01	0.01
Disposals for the year	-	1.86	1.86
Foreign currency translation difference	0.02	0.42	0.44
Balance as at 31 March, 2019	5.30	57.18	62.48
Addition for the year	-	-	-
Disposals for the year	-	-	-
Foreign currency translation difference	0.05	0.73	0.78
Balance as at 31 March, 2020	5.35	57.91	63.26
Accumulated depreciation
Balance as at 01 April, 2018	-	9.73	9.73
Addition for the year	-	1.12	1.12
Disposals for the year	-	0.59	0.59
Foreign currency translation difference		0.12	0.12
Balance as at 31 March, 2019	-	10.38	10.38
Addition for the year		1.09	1.09
Disposals for the year		-	-
Foreign currency translation difference		0.24	0.24
Balance as at 31 March, 2020	-	11.71	11.71
Net block as at 1 April, 2018	5.28	48.88	54.16
Net block as at 31 March, 2019	5.30	46.80	52.10
Net block as at 31 March, 2020	5.35	46.20	51.55

Notes:

a) Amount recognized in Consolidated Statement of Profit and Loss for investment properties:

Particulars	For the year ended 31 March, 2020	For the year ended 31 March, 2019
Rental income derived from investment properties	9.98	10.83
Less: direct operating expenses that generated rental income	0.43	0.48
Less: direct operating expenses that did not generate rental income	-	-
Profit from leasing of investment properties before depreciation	9.55	10.35
Less: depreciation expense	1.09	1.12
Profit from leasing of investment properties after depreciation	8.46	9.23

• b) As at 31 March, 2020, the fair value of investment properties are ₹ 163.28 crores (31 March, 2019: ₹ 165.00 crores). These valuations are based on valuations performed by accredited independent valuer. Fair value is based on market value approach. The fair value measurement is categorised in Level 3 of fair value hierarchy. There has been no restriction on disposal of property or remittance of income and proceeds of disposal.
• c) Leasing arrangements : Certain investment properties are leased to tenants under long-term operating leases with rentals payable monthly. Refer note 49 for details on future minimum lease rentals.

7D Goodwill

The changes in the carrying value of goodwill for the year ended 31 March, 2019 and 31 March, 2020 are as follows:

Description	Amount
Balance as at 01 April, 2018	411.54
Additions pursuant to business combination	-
Foreign currency translation difference	(0.13)
Impairment	75.34
Balance as at 31 March, 2019	336.07
Additions pursuant to business combination	-
Foreign currency translation difference	(0.10)
Impairment	-
Balance as at 31 March, 2020	335.97

Notes:

i) Allocation of Goodwill to reportable segments:

The Group has identified consumer care business, foods and others as its reportable segments. The goodwill amounting to ₹ 335.97 crores (31 March, 2019: ₹ 336.07 crores) acquired through business combination has been entirely allocated to 'Consumer Care Business' segment of the Group.

ii) Allocation of goodwill to cash generating units (CGU):

Goodwill has been allocated to the following CGUs for impairment testing purpose with carrying amount of goodwill being significant in comparison with the entity's total carrying amount of goodwill with indefinite useful lives:

Particulars	31 March, 2020	31 March, 2019
Goodwill relating to Hobi Group and Namaste Group being part of consumer care	314.29	314.29
business

The recoverable amount of the above mentioned Groups, for impairment testing is determined based on value-in-use calculations which uses cash flow projections based on financial budgets approved by Management covering a five-year period, as the Group believes this to be the most appropriate timescale for reviewing and considering annual performance before applying a fixed terminal value multiple to the final cash flows. Cash flows beyond the five-year period were extrapolated using estimate rates stated below.

iii) Impairment of Goodwill:

As at 31 March, 2020, the Group recognised impairment in the value of goodwill amounting to ₹ Nil crores (31 March, 2019: ₹ 75.34 cores). The impairment charge of the previous year pertains to the Hobi Group (represented by M/s Hobi Kozmetic and M/s Rapazarlama, Turkey) in view of currency devaluation in the country of its operation. Such impairment was recognized as an expense during the previous year and was included in 'exceptional items' in Consolidated Statement of Profit and Loss.

iv) Key assumptions used for value in use calculations are as follows: *#

The Group prepares its cash flow forecasts based on the most recent financial budgets approved by management with projected revenue growth rate ranges from 5% to 10% for the five-year period. The growth rates used for extrapolation of cash flows beyond the five-year period covered by the forecast ranges from 1.5% to 3%. The rate used to discount the forecasted cash flows ranges from 5% to 22%.

The financial projections basis which the future cash flows have been estimated consider the increase in economic uncertainties due to COVID-19, reassessment of the discount rates, revisiting the growth rates factored while arriving at terminal value and subjecting these variables to sensitivity analysis.

* Discount rates - Management estimates discount rates that reflect current market assessments of the risks specific to the CGU, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Group and its operating segments and is derived from its weighted average cost of capital (WACC).

# Growth rates - The growth rates are based on industry growth forecasts. Management determines the budgeted growth rates based on past performance and its expectations on market development. The weighted average growth rates used were consistent with industry reports.

The Management has performed sensitivity analysis around the base assumptions consequent to the change in estimated future economic conditions on account of possible effects relating to COVID-19 and has concluded that no reasonable changes in key assumptions would cause the recoverable amount of the CGU to be less than the carrying value.

7E Other intangible assets

The changes in the carrying value of intangible asset for the year ended 31 March, 2019 and 31 March, 2020 are as follows :

Description	Brands /	Computer	Total
	trademarks	software
Gross block
Balance as at 1 April, 2018	14.27	49.32	63.59
Addition for the year	20.00	7.91	27.91
Transfer from capital work-in-progress	-	5.03	5.03
Disposals / adjustments for the year	0.83	-	0.83
Foreign currency translation difference	(2.21)	(0.17)	(2.38)
Balance as at 31 March, 2019	31.23	62.09	93.32
Addition for the year	8.28	13.32	21.60
Transfer from capital work-in-progress	-	0.19	0.19
Disposals / adjustments for the year	-	-	-
Foreign currency translation difference	(1.89)	0.13	(1.76)
Balance as at 31 March, 2020	37.62	75.73	113.35

Accumulated depreciation
Balance as at 1 April, 2018	12.56	40.72	53.28
Addition for the year	2.00	5.18	7.18
Foreign currency translation difference	0.09	(0.15)	(0.06)
Balance as at 31 March, 2019	14.65	45.75	60.40
Addition for the year	2.44	6.67	9.11
Foreign currency translation difference	(0.35)	0.01	(0.34)
Balance as at 31 March, 2020	16.74	52.43	69.17
Net block as at 1 April, 2018	1.71	8.60	10.31
Net block as at 31 March, 2019	16.58	16.34	32.92
Net block as at 31 March, 2020	20.88	23.30	44.18

8 Non-current investments

Particulars	No. of units/ shares	Amount	No. of units/ shares	Amount
	31 March, 2020		31 March, 2020 31 March, 2019 31 March, 2019
I Investment in equity instruments
a) Joint venture (at cost) (unquoted) (fully paid) ^
A Forum I Aviation Private Limited	74,87,251	12.28	74,87,251	12.29
Shares of face value J 10 each
Sub-Total		12.28		12.29
b) Other entities (unquoted) (fully paid) #
A Sanat Products Limited	-	-	50,000	0.05
Shares of face value of J 100 each
B Shivalik Solid Waste Management Limited	18,000	0.02	18,000	0.02
Shares of face value of J 10 each
Sub-Total		0.02		0.07

		Corporate	Board &	Financial
294 Dabur India Limited	Annual Report 2019-20	Overview	Management Reports	Statements	295

Particulars		No. of units/ shares	Amount	No. of units/ shares	Amount
		31 March, 2020		31 March, 2020 31 March, 2019 31 March, 2019
II	Other investments
	a) Investments in government or trust securities (quoted) (fully paid) #
	A 8.83% Government Stock 2041	-	-	80,00,000	92.26
	Units of face value of ₹ 100 each
	B 9.20% NI Government Stock 2030	60,00,000	70.65	60,00,000	67.15
	Units of face value of ₹ 100 each
	C 9.23% NI Government Stock 2043	1,00,00,000	130.99	1,20,00,000	143.79
	Units of face value of ₹ 100 each
	D 8.60% Government of India 2028	20,00,000	23.13	20,00,000	21.95
	Units of face value of ₹ 100 each
	E 8.23% Gujarat State Development Loan 2025	45,00,000	48.75	10,00,000	10.44
	Units of face value of ₹ 100 each
	F 8.27% Karnataka State Development Loan 2025	15,00,000	16.52	15,00,000	15.91
	Units of face value of ₹ 100 each
	G 8.38% Karnataka State Development Loan 2026	15,00,000	16.52	15,00,000	15.87
	Units of face value of ₹ 100 each
	H 9.24% Maharashtra State Development Loan 2024	10,00,000	11.20	10,00,000	11.01
	Units of face value of ₹ 100 each
	I 9.11% Tamil Nadu State Development Loan 2024	10,00,000	11.35	10,00,000	11.11
	Units of face value of ₹ 100 each
	J 8.87% Tamil Nadu State Development Loan 2024	15,00,000	17.12	15,00,000	16.68
	Units of face value of ₹ 100 each
	K 8.92% Karnataka State Development Loan 2022	20,00,000	21.18	-	-
	Units of face value of ₹ 100 each
	L 8.06% Maharashtra State Development Loan 2025	25,00,000	26.96	-	-
	Units of face value of ₹ 100 each
	M 8.04% Maharashtra State Development Loan 2025	5,00,000	5.37	-	-
	Units of face value of ₹ 100 each
	N 8.24% Kerala State Development Loan 2025	10,00,000	11.04	-	-
	Units of face value of ₹ 100 each
	O 8.20% Rajasthan State Development Loan 2025	15,00,000	16.41	-	-
	Units of face value of ₹ 100 each
	P 8.05% Maharashtra State Development Loan 2025	10,00,000	10.77	-	-
	Units of face value of ₹ 100 each
	Q 8.08% Haryana State Development Loan 2025	25,00,000	27.04	-	-
	Units of face value of ₹ 100 each
	R 8.25% Haryana State Development Loan 2024	5,00,000	5.53	-	-
	Units of face value of ₹ 100 each
	S 8.23% Rajasthan State Development Loan 2025	15,00,000	16.47	-	-
	Units of face value of ₹ 100 each
	Sub-Total		487.00		406.17
	b) Investments in debentures or bonds
	i) Bonds (quoted) (fully paid) #
	A Power Finance Corporation Limited #	-	-	1,050	112.37
	Units of face value of ₹ 10,00,000 each
	B Rural Electrification Corporation Limited #	-	-	650	70.22
	Units of face value of ₹ 10,00,000 each

Particulars	No. of units/ shares	Amount	No. of units/ shares	Amount
	31 March, 2020		31 March, 2020 31 March, 2019 31 March, 2019
C Power Grid Corporation of India Limited #	900	100.63	250	27.17
Units of face value of ₹ 10,00,000 each
D IDFC Bank Limited #	-	-	850	87.82
Units of face value of ₹ 10,00,000 each
E ICICI Bank Limited #	100	10.83	100	10.68
Units of face value of ₹ 10,00,000 each
F Food Corporation of India ##	250	26.70	-	-
Units of face value of ₹ 10,00,000 each
G NTPC Limited #	50	5.76	-	-
Units of face value of ₹ 10,00,000 each
H NTPC Limited ##	150	16.30	-	-
Units of face value of ₹ 10,00,000 each
I NHPC Limited #	3,000	33.66	-	-
Units of face value of ₹ 1,00,000 each
J NHPC Limited #	100	11.07	-	-
Units of face value of ₹ 10,00,000 each
K Power Grid Corporation of India Limited #	80	11.33	-	-
Units of face value of ₹ 12,50,000 each
Sub-Total		216.28		308.26
ii) Bonds (unquoted) (fully paid) ##
A 3.88% Syndicate Bank Bonds	-	-	1,30,000	91.54
Units of face value of USD 100 each
B 6.25% Bank of India	1,37,850	107.52	1,37,850	100.95
Units of face value of USD 100 each
C 3.25% State Bank of India	3,50,500	267.63	3,50,500	245.42
Units of face value of USD 100 each
D 3.50% ICICI Bank Limited Units of face value of USD 100 each	-	-	46,600	32.43
E 3.25% State Bank of India	-	-	18,000	12.65
Units of face value of USD 100 each
F 3.88% Canara Bank	33,654	25.42	-	-
Units of face value of USD 100 each
G 3.25% Canara Bank	14,400	10.88	-	-
Units of face value of USD 100 each
Sub-Total		411.45		482.99
iii) Non-convertible debentures (quoted) (fully paid)##
A Shriram Transport Finance Company Limited ##	-	-	200	21.15
Units of face value of ₹ 10,00,000 each
B Bajaj Finance Limited ##	-	-	2,350	246.79
Units of face value of ₹ 10,00,000 each
C Kotak Mahindra Prime Limited ##	-	-	1,500	156.72
Units of face value of ₹ 10,00,000 each
D L&T Housing Finance Limited ##	-	-	200	53.01
Units of face value of ₹ 25,00,000 each
E Aditya Birla Finance Limited ##	-	-	250	26.10
Units of face value of ₹ 10,00,000 each
F Sundaram Finance Limited ##	-	-	100	10.43
Units of face value of ₹ 10,00,000 each
G Tata Capital Financial Services Limited ##	-	-	250	26.38
Units of face value of ₹ 10,00,000 each

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	297

Particulars	No. of units/ shares	Amount	No. of units/ Amount shares
	31 March, 2020		31 March, 2020 31 March, 2019 31 March, 2019
H Reliance Home Finance Limited ##	-	-	400	20.84
Units of face value of ₹ 5,00,000 each (31 March, 2020:₹ Nil
impaired; 31 March, 2019: ₹ 0.64 crores impaired)
I Tata Capital Housing Finance Limited ##	-	-	100	10.61
Units of face value of ₹ 10,00,000 each
J CanFin Homes Limited ##	-	-	250	25.64
Units of face value of ₹ 10,00,000 each
K HDB Financial Services Limited ##	-	-	1,000	104.50
Units of face value of ₹ 10,00,000 each
L Housing Development Finance Corporation Limited #	25	27.83	25	26.81
Units of face value of ₹ 1,00,00,000 each
M Housing Development Finance Corporation Limited ##	-	-	175	184.08
Units of face value of ₹ 1,00,00,000 each
N PNB Housing Finance Limited ##	250	25.00	500	52.84
Units of face value of ₹ 10,00,000 each
O Housing Development Finance Corporation Limited #	500	26.13	500	25.11
Units of face value of ₹ 5,00,000 each
P Housing Development Finance Corporation Limited ##	-	-	1,000	54.08
Units of face value of ₹ 5,00,000 each
Q Hero FinCorp Limited ##	-	-	200	21.38
Units of face value of ₹ 10,00,000 each
R ICICI Home Finance Company Limited ##	-	-	500	26.42
Units of face value of ₹ 5,00,000 each
S LIC Housing Finance Limited #	1,350	149.50	1,350	145.71
Units of face value of ₹ 10,00,000 each
T LIC Housing Finance Limited ##	-	-	1,000	105.54
Units of face value of ₹ 10,00,000 each
U Mahindra & Mahindra Financial Services Limited ##	-	-	500	51.88
Units of face value of ₹ 10,00,000 each
V Housing Development Finance Corporation Limited #	250	28.38	250	27.55
Units of face value of ₹ 10,00,000 each
W Housing Development Finance Corporation Limited ##	250	25.35	-	-
Units of face value of ₹ 10,00,000 each
Sub-Total		282.19		1,423.57
Total		1,409.23		2,633.35

^ Investment in joint venture is measured as per equity method in accordance with Ind AS 28 'Investments in Associates and Joint Ventures'

All these investments (being strategic in nature) are measured at fair value through other comprehensive income ('FVTOCI').

These are measured at amortised cost

USD - United States Dollar

Notes:

	Particulars		31 March, 2020 31 March, 2019
a.	Aggregate amount of quoted investments - at cost	943.75	2,060.18
b.	Aggregate amount of quoted investments - at market value	985.47	2,138.00
c.	Aggregate amount of unquoted investments - at cost	421.57	495.35
d.	Aggregate amount of impairment in value of investments	-	0.64

9 Non-current loans

Particulars	31 March, 2020	31 March, 2019
(Unsecured, considered good unless otherwise stated)
Deposits with government authorities	0.01	0.01
Security deposits
Considered good	24.63	17.55
Total	24.64	17.56

10 Others non-current financial assets

Bank deposit with more than 12 months maturity # *	528.48	77.66
Total	528.48	77.66
# Includes deposits pledged as security with electricity/ water department / government authorities	0.55	0.04
* Includes interest accrued but not due	17.61	0.35

11 Non-current tax assets (net)

Advance income taxes (net)	1.09	0.89
Total	1.09	0.89

12 Other non-current assets

(Unsecured, considered good unless otherwise stated)

Capital advances	18.42	16.65
Advances other than capital advances
Prepaid rent	-	1.80
Amalgamation adjustment account	18.07	18.07
Balance with government authorities
Considered good	52.57	51.61
Considered doubtful	5.00	5.00
Sub-Total	94.06	93.13
Less: Allowance for impairment	(5.00)	(5.00)
Total	89.06	88.13

13 Inventories ^*

(Valued at lower of cost or net realisable value)

Raw materials	418.21	415.07
Packing materials	214.59	203.99
Work-in-progress	110.02	116.52
Finished goods	408.53	322.07
Stock-in-trade (aquired for trading)	217.97	230.22
Stock-in-trade (aquired for trading)-in-transit	8.17	10.83
Stores and spares	2.06	1.83
Total	1,379.57	1,300.53

^ Inventories have been hypothecated with banks against working capital loans, refer note 28 for details.

* Write-downs of inventories to net realisable value on account of slow moving and obsolete items amounted to ₹ 33.12 crores (31 March, 2019: ₹ 0.06 crores). Further, reversal of write-downs of inventories to net realisable value on account of slow moving and obsolete items amounted to ₹ 5.65 crores (31 March, 2019: ₹ 2.32 crores). These were recognized as an expense/reversal of expense respectively during the year and were included in 'changes in inventories of finished goods, stock-in-trade and work-in-progress' in Consolidated Statement of Profit and Loss.

		Corporate	Board &	Financial
Dabur India Limited	Annual Report 2019-20	Overview	Management Reports	Statements	299

14 Current investments

	Particulars	No. of units	Amount	No. of units	Amount
		31 March, 2020	31 March, 2020	31 March, 2019	31 March, 2019
I	Other than trade
	a) Mutual funds (quoted) (fully paid) ^
A	Nippon India Liquid Fund - Direct Growth Plan	96,118	46.62	-	-
	Units of face value of ₹ 1,000 each
B	ABSL Liquid Fund - Direct Growth Plan	-	-	833,030	25.03
	Units of face value of ₹ 100 each
C	UTI Liquid Cash - Direct Growth Plan	1,89,894	61.74	158,650	48.56
	Units of face value of ₹ 1,000 each
D	DSP Liquidity Fund - Direct Growth Plan	2,65,820	75.51	-	-
	Units of face value of ₹ 1,000 each
E	IDFC Cash Fund - Direct Growth Plan	2,89,103	69.44	-	-
	Units of face value of ₹ 1,000 each
F	SBI Premier Liquid Fund - Direct Growth Plan	2,39,938	74.60	-	-
	Units of face value of ₹ 1,000 each
G	Kotak Liquid Fund - Direct Growth Plan	48,238	19.37	-	-
	Units of face value of ₹ 1,000 each
H	Axis Liquid Fund - Direct Growth Plan	3,39,355	74.81	-	-
	Units of face value of ₹ 1,000 each
I	HDFC Liquid Fund - Direct Growth Plan	1,40,671	54.97	-	-
	Units of face value of ₹ 1,000 each
J	HDFC Overnight Fund - Direct Growth Plan	72,357	21.47	-	-
	Units of face value of ₹ 1,000 each
K	L&T Liquid Fund - Direct Growth Plan	2,76,338	75.21	-	-
	Units of face value of ₹ 1,000 each
	Sub-Total		573.73		73.59
	b) Commercial papers (quoted) (fully paid) #
A	Kotak Mahindra Investment Ltd.	-	-	1,000	49.54
	Units of face value of ₹ 5,00,000 each
	Sub-Total		-		49.54
	c) Non-convertible debentures (quoted) (fully paid) #
A	Bajaj Finance Limited	2,350	246.77	650	66.05
	Units of face value of ₹ 10,00,000 each
B	CanFin Homes Limited	50	5.13	250	25.81
	Units of face value of ₹ 10,00,000 each
C	Dewan Housing Finance Corporation Limited	2,50,000	-	250,000	25.50
	Units of face value of ₹ 1,000 each (31 March, 2020: ₹ 25.37 crores impaired; 31 March, 2019: ₹ 0.82 crores impaired)
D	Reliance Home Finance Limited	1,000	-	600	30.72
	Units of face value of ₹ 5,00,000 each (31 March, 2020: ₹ 50.00 crores impaired; 31 March, 2019: ₹ 0.51 crores impaired)
E	HDB Financial Services Limited	1,000	104.59	500	52.50
	Units of face value of ₹ 10,00,000 each

Particulars	No. of units	Amount	No. of units	Amount
	31 March, 2020	31 March, 2020	31 March, 2019	31 March, 2019
F Housing Development Finance Corporation Limited	175	184.38	75	76.18
Units of face value of ₹ 1,00,00,000 each
G Housing Development Finance Corporation Limited	1,000	53.83	-	-
Units of face value of ₹ 10,00,000 each
H Aditya Birla Finance Limited	150	15.74	500	51.44
Units of face value of ₹ 10,00,000 each
I Kotak Mahindra Investment Limited	-	-	500	51.44
Units of face value of ₹ 10,00,000 each
J Kotak Mahindra Prime Limited	250	25.87	150	15.79
Units of face value of ₹ 10,00,000 each
K Sundaram Finance Limited	-	-	250	25.23
Units of face value of ₹ 10,00,000 each
L Reliance Industries Limited	250	25.85	-	-
Units of face value of ₹ 10,00,000 each
M Shriram Transport Finance Company Limited	200	21.16	550	56.47
Units of face value of ₹ 10,00,000 each
N Tata Capital Financial Services Limited	-	-	250	25.16
Units of face value of ₹ 10,00,000 each
O LIC Housing Finance Limited	1,000	105.62	-	-
Units of face value of ₹ 10,00,000 each
P PNB Housing Finance Limited	200	20.00	-	-
Units of face value of ₹ 10,00,000 each
Sub-Total		808.94		502.29
d) Investments in fixed deposits with others (unquoted) (fully paid) #
Dewan Housing Finance Limited		-		25.00
Sub-Total		-		25.00
e) Investments in certificate of deposit (quoted) (fully paid) #
Canara Bank	-	-	7,500	74.99
Units of face value of ₹ 1,00,000 each
f) Treasury Bills #		8.36		-
Total		1,391.03		725.41

These are measured at amortised cost

^These are measured at fair value through profit and loss ('FVTPL')

Note:
	Particulars	31 March, 2020	31 March, 2019
a.	Aggregate amount of quoted investments - at cost	1,417.24	685.63
b.	Aggregate amount of quoted investments - at market value	1,382.67	700.41
c.	Aggregate amount of unquoted investments - at cost	33.11	25.00
d.	Aggregate amount of impairment in value of investments	100.37	1.33

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	301

15 Trade receivables*

Particulars	31 March, 2020	31 March, 2019
Unsecured, considered good	813.89	833.56
Unsecured, credit impaired	19.12	16.72
Sub-Total	833.01	850.28
Less: Allowance for expected credit loss	(19.12)	(16.72)
Total	813.89	833.56

* Trade receivables have been hypothecated with banks against working capital loans, refer note 28 for details. Refer Note No. 53 For related parties details.

16 Cash and cash equivalents

Balances with banks in current accounts	134.64	99.67
Cheques, drafts on hand	16.19	6.69
Cash on hand	0.83	0.87
Term deposit with original maturity less than 3 months	12.28	0.46
Total	163.94	107.69

17 Bank balances other than cash and cash equivalents

Term deposit with maturity for more than 3 months but less than 12 months * #	637.99	211.00
Unpaid dividend account **	9.44	9.47
Total	647.43	220.47
# Includes deposits pledged as security with electricity/ water department/ government authorities	5.18	2.79
* Includes interest accrued but not due	26.04	1.54

** These balances are not available for use by the Group and corresponding balance is disclosed as unclaimed dividend in note 30.

18 Current loans

(Unsecured, considered good unless otherwise stated)
Security deposits
Considered good	13.07	11.04
Credit impaired	0.18	0.07
Sub-Total	13.25	11.11
Less: Allowance for expected credit loss	(0.18)	(0.07)
Total	13.07	11.04

19 Other current financial assets

Total	2 .62	26.47
Other receivables	2.62	26.47

20 Current tax assets (net)

Advance income taxes (net)	0 .88	1 .32
Total	0 .88	1 .32

21 Other current assets

Particulars	31 March, 2020	31 March, 2019
(Unsecured, considered good unless otherwise stated)
Advances to suppliers
Considered good	90.26	93.48
Considered doubtful	1.27	1.27
Sub-Total	91.53	94.75
Less: Allowance for impairment	(1.27)	(1.27)
Total	90.26	93.48
Prepaid expenses	13.45	6.48
Advance to employees	23.30	22.02
Balance with statutory / government authorities	340.01	236.66
Other advances	0.53	0.86
Sub-Total	377.30	266.02
Total	467.56	359.50

22 Equity share capital

Authorised	31 March, 2020	31 March, 2019
2,07,00,00,000 (31 March, 2019: 2,07,00,00,000) equity shares of ₹ 1.00 each	207.00	207.00
Issued, subscribed and fully paid up
1,76,70,63,892 (31 March, 2019: 1,76,62,91,141) equity shares of ₹ 1.00 each	176.71	176.63

a) Reconciliation of equity shares outstanding at the beginning and at the end of the year:

Particulars	31 March, 2020		31 March, 2019
	Number of shares	Amount	Number of shares	Amount
Balance as at the beginning of the year	1,76,62,91,141	176.63	1,76,15,20,510	176.15
Add: Shares issued on exercise of Employee Stock Option Plan (ESOP)	7,72,751	0.08	47,70,631	0.48
Balance as at the end of the year	1,76,70,63,892	176.71	1,76,62,91,141	176.63

b) Rights, preference and restrictions attached to equity shares:

The Company has only one class of equity shares having a par value of ₹ 1.00 per share. Each shareholder is entitled for one vote per share held. 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. In the event of liquidation of the Company, the equity shareholders are entitled to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion of their shareholding.

c) List of shareholders holding more than 5% of the equity share capital of the Holding Company at the beginning and at the end of the year: #

Particulars	As at 31 March, 2020		As at 31 March, 2019
	No. of equity shares	% of shareholding	No. of equity shares	% of shareholding
Chowdry Associates	21,79,41,800	12.33%	21,79,41,800	12.34%
VIC Enterprises Private Limited	21,77,34,000	12.32%	21,77,34,000	12.33%
Gyan Enterprises Private Limited	20,22,37,980	11.44%	20,22,37,980	11.45%
Puran Associates Private Limited	18,92,12,000	10.71%	18,92,12,000	10.71%
Ratna Commercial Enterprises Private Limited	15,77,00,429	8.92%	15,74,35,429	8.91%
Milky Investment and Trading Company	10,61,47,503	6.01%	10,61,47,503	6.01%

As per the records of the Holding Company including its register of member.

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	303

d) Aggregate number of shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the year end:

(i) Shares allotted as fully paid pursuant to contract(s) without payment being received in cash during the financial year 2015-16 to 2019-20:

Nil (during FY 2014-15 to 2018-19: Nil ) equity shares of ₹ 1.00 each allotted without payment being received in cash.

(ii) Shares issued in aggregate number and class of shares allotted by way of bonus shares:

The Holding Company has issued total 18,75,000 equity shares (during FY 2014-15 to 2018-19: 71,64,757 equity shares) during the period of five years immediately preceding 31 March, 2020 as fully paid up bonus shares including shares issued under ESOP scheme for which entire consideration not received in cash.

(iii) Shares bought back during the financial year 2015-16 to 2019-20:

Nil (during FY 2014-15 to 2018-19: Nil ) equity shares of ₹ 1.00 each bought back pursuant to Section 68, 69 and 70 of the Companies Act, 2013.

(iv) Shares issued under Employee Stock Option Plan (ESOP) during the financial year 2015-16 to 2019-20:

The Holding Company has issued total 86,76,902 equity shares of ₹ 1.00 each (during FY 2014-15 to 2018-19: 1,53,13,311 equity shares) during the period of five years immediately preceding 31 March, 2020 on exercise of options granted under the employee stock option plan (ESOP).

(v) Shares reserved for issue under options:

For details of shares reserved for issue under the employee stock option plan (ESOP) of the Holding Company, refer note 57. These options are granted to the employees subject to cancellation under circumstance of his cessation of employment with the Company on or before the vesting date.

23 Other equity

Particulars	31 March, 2020	31 March, 2019
Reserves and surplus
Capital reserve	26.92	26.92
Securities premium	352.21	325.23
Statutory reserve	14.66	14.66
Special fund	3.14	3.14
Employee housing reserve	17.97	17.97
Share option outstanding account	93.27	74.99
General reserve	513.43	513.43
Retained earnings	5,481.03	4,672.28
Other comprehensive income
Foreign currency translation difference	(96.89)	(190.03)
Debt instruments through OCI	23.30	(3.55)
Total	6,429.04	5,455.05

Description of nature and purpose of each reserve

Capital reserve

Capital reserve represents the difference between value of the net assets transferred to the Group in the course of business combinations and the consideration paid for such combinations.

Securities premium

Securities premium is used to record the premium on issue of shares, which will be utilised in accordance with provisions of the Act.

Statutory reserve and special fund

This represents the statutory reserves required under Turkish Commercial Law and respective subsidiary's corporation charter. These reserves have been transferred from subsidiaries in Turkey at the point of their acquisition by the Group.

Employee housing reserve

This reserve pertains to Dabur Nepal Private Limited, a foreign subsidiary of the Holding Company and is created by way of appropriation of retained earnings for building residential quarters for workers as required under labour laws of Nepal and the reserve is not distributable.

Share option outstanding account

The reserve is used to recognize the grant date fair value of options issued to employees under employee stock option schemes and is adjusted on exercise/ forfeiture of options.

General reserve

General reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes. General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income.

Retained earnings

Retained earnings are created from the profit / loss of the Group, as adjusted for distributions to owners, transfers to other reserves, etc.

Foreign currency translation reserve

Exchange differences relating to the translation of the results and net assets of the Group's foreign operations from their functional currencies to the Group's presentation currency (i.e. ₹) are recognised directly in the other comprehensive income and accumulated in foreign currency translation reserve. Exchange difference previously accumulated in the foreign currency translation reserve are reclassified to Consolidated Statement of Profit and Loss on the disposal of the foreign operation.

Debt instruments through other comprehensive income

This represents the cumulative gains and losses arising on the revaluation of debt instruments measured at fair value through other comprehensive income that have been recognized in other comprehensive income, net of amounts reclassified to profit or loss when such assets are disposed off and impairment losses on such instruments, if any.

24 Non-current borrowing *#

Particulars	31 March, 2020	31 March, 2019
Secured
Term loans from banks	-	25.00
Unsecured
Long-term maturities of lease liabilities (refer note 49)	162.89	1.05
Total	162.89	26.05

* There is no default in repayment of principal borrowing or interest thereon.

No guarantee bond has been furnished against any borrowing.

24.1 Repayment terms and security disclosure for the outstanding non-current borrowings (including current maturities) as at 31 March, 2020:

Secured borrowings facility from banks:

Facility of ₹ 25.00 crores, bearing interest rate of 6.10% per annum having balance amount repayable by way of bullet payment after 37 months from the date of disbursal, i.e., 16 March, 2017. The loan is secured by way of equitable mortgage over movable and immovable assets at Baddi, Himachal Pradesh and Pantnagar, Uttarakhand, owned by the Holding Company.

24.2 Repayment terms and security disclosure for the outstanding non-current borrowings (including current maturities) as at 31 March, 2019:

Secured borrowings facility from banks:

a) Facility of ₹ 25.00 crores, bearing interest rate of 6.10 % per annum having balance amount repayable by way of bullet payment after 37 months from the date of disbursal, i.e., 16 March, 2017. The loan is secured by way of equitable mortgage over movable and immovable assets at Baddi, Himachal Pradesh and Pantnagar, Uttarakhand, owned by the Holding Company.

• b) Facility of ₹ 100.00 crores, bearing interest rate of 7.25% per annum having balance amount repayable by way of a bullet payment after 37 months from the date of disbursal, i.e., 05 July, 2016. The loan was secured by way of sole hypothecation and equitable mortgage over movable and immovable assets (created by the loan) at Pantnagar, Uttarakhand, owned by the Holding Company.
• c) Facility of ₹ 75.00 crores, bearing interest rate of 6.90% per annum having balance amount repayable by way of bullet payment after 3 years from date of first drawdown, i.e., 26 September, 2016. The loan was secured by way of hypothecation over movable fixed assets at Sonitpur, Assam, owned by the Holding Company.

25 Other non-current financial liabilities

Particulars	31 March, 2020	31 March, 2019
Security deposit	4.15	4.13
Unearned rental income	0.51	0.43
Total	4 .66	4.56

26 Non-current provisions

Provision for employee benefits
Post-separation benefit of employees	8.25	6.76
Post-separation benefit of Directors (refer note 56)	54.69	52.76
Total	62.94	59.52

27 Deferred tax assets / (liabilities)

Deferred tax assets / (liabilities) as at 31 March, 2020 *	Assets	Liabilities	Net
Property, plant and equipment, investment property and other intangible	(121.78)	(16.83)	(138.61)
assets - depreciation and amortisation
Fair valuation of financial instruments through OCI	(7.09)	-	(7.09)
Fair valuation of financial instruments through PL	(0.42)	-	(0.42)
Expected credit loss / impairment of financial and non-financial assets	0.44	-	0.44
Lifetime expected credit loss of trade receivables	3.35	-	3.35
Provision for expense allowed for tax purpose on payment basis	32.32	-	32.32
Impairment in value of investments	23.76	-	23.76
Minimum alternate tax credit entitlement	80.00	-	80.00
Re-measurement loss on the defined benefit plans through OCI	11.42	-	11.42
Foreign currency translation difference	-	(0.60)	(0.60)
Total	22.00	(17.43)	4.57

Deferred tax assets / (liabilities) as at 31 March, 2019*	Assets	Liabilities	Net
Property, plant and equipment, investment property and other intangible	-	(125.77)	(125.77)
assets - depreciation and amortisation
Fair valuation of financial instruments through OCI	-	-	-
Fair valuation of financial instruments through PL	-	(0.03)	(0.03)
Expected credit loss / impairment of financial and non-financial assets	-	0.44	0.44
Lifetime expected credit loss of trade receivables	-	2.97	2.97
Provision for expense allowed for tax purpose on payment basis	-	17.45	17.45
Impairment in value of investments	-	0.69	0.69
Fair valuation of financial instruments through OCI	-	1.06	1.06
Minimum alternate tax credit entitlement	-	80.00	80.00
Foreign currency translation difference	-	0.05	0.05
Total	-	(23.14)	(23.14)

* Deferred tax liability has not been recognised with respect to unremitted earnings with respect to certain subsidiaries where the Group is in a position to control the timing of distribution of the profits and it is probable that the subsidiary will not distribute the profits in the foreseeable future. The temporary differences associated with respect to unremitted earnings aggregating to ₹ 2,668.51 crores (31 March, 2019: ₹ 2,524.77 crores).

27.1 Changes in deferred tax ASSETS/(LIABILITIES) (NET)

Particulars	1 April, 2019	Recognised in other comprehensive income	Recognised in Consolidated Statement of Profit and Loss	31 March, 2020
Liabilities
Property, plant and equipment, investment property and other intangible assets - depreciation and amortization	125.77	-	12.84	138.61
Fair valuation of financial instruments through OCI	-	7.09	-	7.09
Fair valuation of financial instruments through PL	0.03	-	0.39	0.42
Sub-total	125.80	7.09	13.23	146.12
Assets
Expected credit loss / impairment of financial and non financial assets	0.44	-	-	0.44
Lifetime expected credit loss of trade receivables	2.97	-	0.38	3.35
Provision for expense allowed for tax purpose on payment	17.45	-	14.87	32.32
basis
Impairment in value of investments	0.69	-	23.07	23.76
Fair valuation of financial instruments through PL	-	-	-	-
Fair valuation of financial instruments through OCI	1.06	(1.06)	-	-
Re-measurement loss on the defined benefit plans through OCI	-	11.42	-	11.42
Sub-total	22.61	10.36	38.32	71.29
Minimum alternative Tax-Credit entitlement
Recognized	80.00	-	160.61	240.61
Utilised	-	-	-	(160.61)
Sub-total	80.00	-	160.61	80.00
Foreign currency translation difference	(0.05)	-	-	0 .60
Total	(23.14)	3.27	185.70	4.57

Particulars	1 April, 2018	Recognised in other	Recognised in Consolidated	31 March, 2019
		comprehensive income	Statement of Profit and Loss
Liabilities
Property, plant and equipment, investment property and other intangible assets - depreciation and amortization	126.70	-	(0.93)	125.77
Fair valuation of financial instruments through OCI	0.15	(0.15)	-	-
Fair valuation of financial instruments through PL	-	-	0.03	0.03
Sub-total	126.85	(0.15)	(0.90)	125.80
Assets
Expected credit loss / impairment of financial and non	0.88	-	(0.44)	0.44
financial assets
Lifetime expected credit loss of trade receivables	3.14	-	(0.17)	2.97
Provision for expense allowed for tax purpose on payment basis	13.53	-	3.92	17.45
Impairment in value of investments	-	-	0.69	0.69
Fair valuation of financial instruments through PL	0.25	-	(0.25)	-
Fair valuation of financial instruments through OCI	-	1.06	-	1.06
Sub-total	17.80	1.06	3.75	22.61
Minimum alternate tax credit entitlement
Recognized	-	-	123.72	123.72
Utilised	-	-	-	(43.72)
Sub-total	-	-	123.72	80.00
Foreign currency translation difference	-	-	-	(0.05)
Total	(109.05)	1.21	128.37	(23.14)

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	307

27.2 Unused tax losses and credits

• Unused tax losses and unabsorbed depreciation:

The Group has the following unused tax losses and unabsorbed depreciation which arose on incurrence of business losses under the Income Tax Act, 1961, for which no deferred tax asset has been recognised in the books of accounts considering the Group believes that there is no probability which demonstrates realisation of such assets in the near future:

Particulars	31 March, 2020	31 March, 2019
Unused tax losses for which no deferred tax asset has been recognised	306.84	302.15
Potential tax benefit
Tax benefit @ 21% (31 March, 2019: 21% )	56.41	54.64
Tax benefit @ 28% (31 March, 2019: 28% )	2.85	3.09
Tax benefit @ 27.82% (31 March, 2019: 27.82% )	7.80	8.60

a) Unused business losses that can be carried forward based on the year of origination as follows:

Financial year of origination	Financial year of expiry	31 March, 2020	31 March, 2019
31 March, 2012	31 March, 2020	-	8.45
31 March, 2013	31 March, 2021	5.43	5.43
31 March, 2014	31 March, 2023	2.05	2.05
31 March, 2014	31 March, 2020	-	1.24
31 March, 2014	31 March, 2034	1.76	1.61
31 March, 2015	31 March, 2021	1.51	1.61
31 March, 2015	31 March, 2035	59.24	54.22
31 March, 2016	31 March, 2022	1.77	1.72
31 March, 2016	31 March, 2036	59.50	54.46
31 March, 2017	31 March, 2023	1.99	1.94
31 March, 2017	31 March, 2037	60.11	55.02
31 March, 2018	31 March, 2024	1.80	1.75
31 March, 2018	31 March, 2038	59.39	54.36
31 March, 2019	31 March, 2039	5.38	40.53
31 March, 2020	31 March, 2040	23.26	-
31 March, 2020	31 March, 2028	5.57	-
Total		288.75	284.40

b) Unused business losses and unabsorbed depreciation that can be carried forward indefintely are as follows:

Financial year of origination	Financial year of expiry	31 March, 2020	31 March, 2019
31 March, 2007	Not applicable	2.50	2.50
31 March, 2008	Not applicable	4.54	4.54
31 March, 2009	Not applicable	2.07	2.07
31 March, 2010	Not applicable	1.40	1.40
31 March, 2011	Not applicable	1.31	1.31
31 March, 2012	Not applicable	1.16	1.16
31 March, 2013	Not applicable	0.54	0.54
31 March, 2014	Not applicable	0.98	0.98
31 March, 2016	Not applicable	0.49	0.49
31 March, 2019	Not applicable	2.92	2.78
31 March, 2020	Not applicable	0.19	-
Total		18.09	17.75

• Unused tax credits:

There are unused minimum alternate tax credits as mentioned below which have not been recognized as an asset in the books of accounts considering the Group believes that it is not probable that the same can be utilized during the specified allowable period against the future taxable profits to be computed as per the normal provisions of the Income Tax Act, 1961:

Financial year of origination	Financial year of expiry	31 March, 2020	31 March, 2019
31 March, 2013	31 March, 2028	-	36.77
31 March, 2014	31 March, 2029	10.07	133.91
31 March, 2015	31 March, 2030	36.16	36.16
31 March, 2016	31 March, 2031	0.82	0.82
31 March, 2018	31 March, 2033	0.43	0.43
31 March, 2019	31 March, 2034	0.66	0.66
Total		48.14	208.74

28 Current borrowings *#

	Particulars	31 March, 2020	31 March, 2019
i)	Cash credits
	Secured, from bank (refer note 28.1 and 28.2)	56.73	54.30
ii)	Packing credit loan
	Unsecured, from bank (refer note 28.1 and 28.2)	10.00	65.32
iii)	Bank overdrafts
	Unsecured, from bank, repayable on demand	15.47	15.67
iv)	Other working capital loan
	Unsecured, from bank, repayable on demand	167.38	362.94
v)	Term loan
	Secured, from bank (refer note 28.1)	54.66	-
Total		304.24	498.23

* There is no default in repayment of principal borrowing or interest thereon.

No guarantee bond has been furnished against any borrowing.

28.1 Repayment terms and security disclosure for the outstanding current borrowings from banks as at 31 March, 2020:

Cash credit facility:

Repayable on demand and secured by way of first pari-passu charge / hypothecation over the current assets both present and future including inventories and book receivables, owned by the Group.

Packing credit facility:

Repayable after 3 months from the date of drawdown by the Holding Company.

Term Loan facility:

Repayable on demand and is secured by an exclusive charge by way of hypothecation over the moveable fixed assets both present and future to the extent of ₹ 61.00 crores at Pantnagar, Uttarakhand, owned by the Holding Company.

28.2 Repayment terms and security disclosure for the outstanding current borrowings from banks as at

31 March, 2019:

Cash credit facility:

Repayable on demand and secured by way of first pari-passu charge / hypothecation over the current assets both present and future including inventories and book receivables, owned by the Group.

Packing credit facility:

Repayable after 6 months from the date of drawdown by the Holding Company.

28.3 Rate of interest: The Group's current borrowings facilities have an effective weighted-average contractual rate of 4.19 % per annum (31 March, 2019: 5.14 % per annum) calculated using the interest rates effective for the respective borrowings as at reporting dates.

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	309

29 Trade payables*

Particulars	31 March, 2020	31 March, 2019
Due to micro and small enterprises	44.74	54.61
Due to others	1,437.41	1,400.82
Total	1,482.15	1,455.43

* includes acceptances / arrangements where operational suppliers of goods and services are initially paid by banks while the Group continues to recognise the liability till settlement with the banks.

# Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 ("MSMED Act, 2006") as at March 31, 2020 and March 31, 2019:

i)	the principal amount and the interest due thereon remaining unpaid to any	44.74	54.61
	supplier as at the end of each accounting year;
ii)	the amount of interest paid by the buyer in terms of Section 16, along with the	-	-
	amounts of the payment made to the supplier beyond the appointed day during
	each accounting year;
	iii) the amount of interest due and payable for the period of delay in making	-	-
	payment (which have been paid but beyond the appointed day during the year)
	but without adding the interest specified under this act.
	iv) the amount of interest accrued and remaining unpaid at the end of each	-	-
	accounting year; and
v)	the amount of further interest remaining due and payable even in the succeeding	-	-
	years, until such date when the interest dues as above are actually paid to the
	small enterprise, for the purpose of disallowance as a deductible expenditure
	under Section 23.

The information has been given in respect of such vendors to the extent they could be identified as "Micro and Small Enterprises" enterprises on the basis of information available with the group.

30 Other current financial liabilities

Current maturity of long-term borrowings	25.00	175.00
Current maturity of lease liabilities (refer note 49)	29.86	0.09
Interest accrued on borrowings	0.75	1.75
Security deposits	3.15	2.83
Unpaid dividends #	9.44	9.47
Creditors for capital goods	18.87	6.12
Employee dues payable	102.07	98.10
Other payables	36.38	34.26
Total	225.52	327.62

Not due for deposits to the Investor Education and Protection Fund

31 Other current liabilities

Advances from customers	30.19	27.55
Statutory dues payable	201.04	161.64
Others	8.55	8.95
Total	239.78	198.14

32 Current provisions

Provision for employee benefits
Provision for post-separation benefits of directors (refer note 56)	0.68	0.43
Provision for compensated absences	12.52	10.55
Provision for gratuity (refer note 56)	18.18	19.15
Provision for bonus	12.61	16.13
Provision for PF Trust	35.64	-
Others
Provision for disputed liabilities (refer note 48)	82.08	77.65
Other provisions (refer note 48)	3.83	6.33
Total	165.54	130.24

33 Current tax liabilities (net)

Particulars	31 March, 2020	31 March, 2019
Provision for income tax (net)	46.65	50.65
Total	46.65	50.65

34 Revenue from operations

Operating revenue
Sale of products	8,622.87	8,437.30
Other operating revenues
Budgetary support subsidy #	49.75	47.22
Export subsidy	7.88	8.41
Scrap sale	16.91	18.57
Miscellaneous	6.18	21.55
Sub-Total	80.72	95.75
Total	8,703.59	8,533.05

Represents the amount of budgetary support provided by the Government of India for the existing eligible manufacturing units operating under different industrial promotion tax exemption schemes, pursuant to the notification no: F.No. 10(1)/2017-DBA-II/NER issued by the Ministry of Commerce and Industry dated 05 October 2017. These amounts have been recorded and disclosed in accordance with the Ind AS 20 'Government Grants'.

Disclosures on revenue pursuant to Ind AS 115 - Revenue from contracts with customers

A Reconciliation of revenue from sale of products with the contracted price

Contracted price	9,592.95	9,254.28
Less: Trade discounts, volume rebates etc.	(970.08)	(816.98)
Sale of products	8,622.87	8,437.30

B Disaggregation of revenue

Revenue from contracts with customers

(i) Revenue from operations @

(a) Consumer care business	7,333.68	7,064.60
(b) Food business	1,079.33	1,155.46
(d) Retail business	119.51	120.13
(c) Other segments	90.35	97.11
Operating revenue	8,622.87	8,437.30
(ii) Other operating income (scrap sales)	16.91	18.57
Total revenue covered under Ind AS 115	8,639.78	8,455.87

@ The Group has disaggregataed the revenue from contracts with customers on the basis of nature of products into consumer care business, food business, retail business and other segments (refer note 51). The Group believes that the disaggregation of revenue on the basis of nature of products have no impact on the nature, amount, timing and uncertainity of revenue and cash flows.

C Contract balances

The following table provides information about receivables and contract liabilities from contract with customers

Contract liabilities
Advance from consumers	30.19	27.55
Sub-Total	30.19	27.55
Receivables
Trade receivables	833.01	850.28
Less : Allowances for expected credit loss	(19.12)	(16.72)
Net receivables	813.89	833.56

Contract asset is the right to consideration in exchange for goods or services transferred to the customer. Contract liability is the Group's obligation to transfer goods or services to a customer for which the Group has received consideration from the customer in advance.

Overview Management Reports Statements	Dabur India Limited	Annual Report 2019-20	Corporate	Board &	Financial	311
----------------------------------------------	---------------------	-----------------------	-----------	---------	-----------	-----

D Significant changes in the contract liabilities balances during the year

Particulars	31 March, 2020	31 March, 2019
Opening balance	27.55	24.94
Addition during the year	30.19	27.55
Revenue recognised during the year	27.55	24.94
Closing balance	30.19	27.55

35 Other income

Interest income

Investment in debt instruments measured at FVTOCI 75.66 Investment in debt instruments measured at FVTPL - Other financial assets carried at amortised cost 165.53	78.35 4.81 166.23 -
Dividend income -
Other gains
Gain on sale of financial assets measured at FVTPL 16.90	6.15
Gain on sale of financial assets measured at amortised cost 1.87	-
Gain on sale of financial assets measured at FVTOCI 6.90	1.45
Net gain arising on financial assets measured at FVTPL 1.13	0.79
Net gain on sale of property, plant and equipment 0.09	3.57
Net gain on foreign currency transaction and translation 4.43	1.44
Other non-operating income
Rent income 9.98	10.83
Miscellaneous 22.80	22.55
Total 305.29	296.17

36 Cost of materials consumed *

Raw material

Opening stock	415.07	382.92
Add: Purchases	2,464.10	2,297.12
Less: Closing stock	418.21	415.07
Sub-Total	2,463.87	2,264.97
Packing material
Opening stock	203.99	179.37
Add: Purchases	1,278.44	1,235.00
Less: Closing stock	214.59	203.99
Sub-Total	1,267.84	1,210.38
Total	3,731.71	3,475.35

* Includes research and development expenditure (refer note 41.1).

37 Changes in inventories of finished goods, stock-in-trade and work-in-progress

Total	(65.04)	12.64
(iii) Stock-in-trade (acquired for trading) *	226.14	241.05
(ii) Work-in-progress	110.02	116.52
(i) Finished goods	408.53	322.07
Closing inventories
(iii) Stock-in-trade (acquired for trading) *	241.05	247.85
(ii) Work-in-progress	116.52	117.59
(i) Finished goods	322.07	326.84
Opening inventories

* includes stock-in-trade (acquired for trading)-in-transit

38 Employee benefits expense \$

Particulars	31 March, 2020	31 March, 2019
Salary and wages	803.96	766.48
Contribution to provident and other funds (refer note 56)	63.29	60.83
Staff welfare expenses	35.22	33.23
Share based payment expenses	45.26	77.37
Total	947.74	937.91

\$ Includes research and development expenditure (refer note 41.1).

39 Finance cost

Interest expenses	41.12	49.20
Exchange differences regarded as an adjustment to borrowing cost	1.40	3.08
Other borrowing cost	7.02	7.30
Total	49.54	59.58

40 Depreciation and amortization expense *

Depreciation on property, plant and equipment (refer note 7A)	210.24	168.60
Depreciation on investment property (refer note 7C)	1.09	1.12
Amortisation of intangible assets (refer note 7E)	9.12	7.18
Total	220.45	176.90

* Includes research and development expenditure (refer note 41.1).

41 Other expenses

Others *
Power and fuel	107.12	105.26
Consumption of stores, spares and consumables	32.73	32.20
Repair and maintenance
Building	4.78	5.45
Machinery	20.23	17.69
Others	34.22	36.70
Processing charges	28.18	25.21
Rates and taxes	12.44	11.82
Rent	47.60	84.43
Freight and forwarding	216.39	187.68
Commission to carrying and forwarding agents	37.90	40.81
Travel and conveyance	80.80	79.29
Legal and professional	60.29	64.48
Security	16.03	14.61
Insurance	25.01	25.32
Communication	11.40	8.93
Directors' sitting fees	0.74	0.64
Commission to non executive directors	0.68	-
Donations and charity	43.82	39.64
Allowance for expected credit loss (net)	8.60	4.32
Loss on disposal / impairment of property, plant and equipment (net)	4.08	2.86
Provision for disputed liabilities	4.50	8.94
Information technology	20.63	23.95
Distributor and retailer network	46.12	33.91
Miscellaneous	88.98	84.08
Total	953.28	938.22

* Includes research and development expenditure (refer note 41.1).

312 Overview Management Reports Statements	Dabur India Limited	Annual Report 2019-20	Corporate	Board &	Financial	313
-----------------------------------------------------	---------------------	-----------------------	-----------	---------	-----------	-----

41.1 Research and development expenditure

Particulars	31 March, 2020	31 March, 2019
Raw material consumed (refer note 36)	1.39	1.60
Employee benefits expense (refer note 38)	17.43	16.28
Depreciation and amortization (refer note 40)	3.07	2.84
Other expenses (refer note 41)
Consumption of stores, spares and consumables	0.44	0.50
Power and fuel	1.87	1.65
Repair and maintenance	2.41	1.91
Freight and forwarding	0.01	0.01
Rent	0.16	0.19
Rates and taxes	1.39	2.68
Travel and conveyance	0.78	0.98
Legal and professional	1.43	1.27
Communication	0.34	0.33
Security	0.47	0.42
Miscellaneous	7.80	6.63
Total	38.99	37.29

42 Exceptional items

Goodwill impairment (refer note 7D)	-	75.34
Investment impairment (refer note 42.1)	100.00	-
Total	100.00	75.34

42.1 The exceptional item for the year ended 31 March, 2020 represents provision for impairment in the value of treasury investment due to rating downgrade and default in repayment (refer notes 8 and 14).

43 Taxation

The key components of income tax expense for the year ended 31 March, 2020 and 31 March, 2019 are:

A Statement of Profit and Loss:

(i) Profit and Loss section
a) Current tax
In respect of current year	461.57	407.19
Adjustments for current tax of prior periods	3.85	(0.20)
Sub-Total	465.42	406.98
b) Deferred tax
In respect of current year	(185.70)	(128.37)
Sub-Total	(185.70)	(128.37)
Income tax expense reported in the Consolidated Statement of Profit and Loss	279.72	278.62
(ii) Other Comprehensive Income (OCI) section
Income tax related to items recognised in OCI during the year:
a) Re-measurement (loss)/gain on defined benefit plans	(10.39)	0.22
b) Net fair value gain on investment in debt instruments through OCI	8.15	(1.21)
Income tax charged to OCI	(2.24)	(0.99)
Total	277.48	277.63

B Reconciliation of tax expense between accounting profit at applicable tax rate and effective tax rate:

Particulars	31 March, 2020	31 March, 2019
Accounting profit before tax	1,727.64	1,724.87
Statutory income tax rate	34.94%	34.94%
Tax expense at statutory income tax rate	603.71	602.73
Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
Minimum Alternate Tax (MAT) credit recognized	(160.61)	(123.06)
Tax impact of expenses which will never be allowed	11.35	37.32
Tax benefits for expenses incurred for inhouse research and development	(2.79)	(2.94)
Tax impact in relation to entities exempted from tax and utilisation of brought forward losses in respect to Wholly Owned Subsidiaries of the Holding Company	(50.67)	(57.52)
Tax impact of exempted income	(109.29)	(161.44)
Adjustments for current tax of prior periods	3.67	(0.20)
Differential tax rate impact	(20.73)	(7.12)
Others	5.08	(9.15)
Income tax expense at effective tax rate reported in the Consolidated Statement of Profit and Loss	279.72	278.62

During the year ended 31 March, 2020 and 31 March, 2019, the Holding Company has paid dividend to its shareholders. This has resulted in payment of dividend distribution tax to the taxation authorities. The Holding Company believes that dividend distribution tax represents additional payment to taxation authority on behalf of the shareholders. Hence, dividend distribution tax paid is charged to equity.

44 Other comprehensive income (OCI)

A Items that will not be reclassified to profit or loss
Re-measurements gains on defined benefit plans	(28.83)	1.89
Income tax relating to items that will not be reclassified to profit or loss	10.39	(0.22)
Sub-Total	(18.44)	1.67
B Items that will be reclassified to profit or loss
(i) Net fair value gain/(loss) on investment in debt instruments through OCI	35.00	(5.20)
Income tax relating to items that will be reclassified to profit or loss	(8.15)	1.21
(ii) Exchange difference arising on translation of foreign operations	95.29	5.21
Sub-Total	122.14	1.22
Total	103.70	2.89

45 Earning per share

Net profit attributable to equity shareholders
Net profit for the year	1,444.96	1,442.33
Total number of equity shares outstanding at the beginning of the year	1,76,62,91,141	1,76,15,20,510
Total number of equity shares outstanding at the end of the year	1,76,70,63,892	1,76,62,91,141
Weighted average number of equity shares for calculating basic earning per share	1,76,69,35,235	1,76,54,80,607
Basic earning per share (₹)	8.18	8.17
Nominal value per equity share (J)	1.00	1.00
Weighted average number of equity shares for calculating basic earning per share	1,76,69,35,235	1,76,54,80,607
Add: Weighted average number of potential equity shares on account of employee stock	55,52,693	71,85,839
options
Weighted average number of equity shares for calculating diluted earning per share	1,77,24,87,928	1,77,26,66,446
Diluted earning per share (J)	8.15	8.14

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	315

46 Dividend

Particulars	31 March, 2020	31 March, 2019
Proposed Dividend
Proposed final dividend for the financial year 2019-20 [₹ 1.60 per equity share of	282.74	-
₹ 1.00 each] ^
Proposed final dividend for the financial year 2018-19 [₹ 1.50 per equity share of	-	264.95
₹ 1.00 each] #
Dividend distribution tax on proposed final dividend	-	54.46
Total	282.74	319.41
Paid Dividend
Final dividend for the financial year 2018-19 [₹ 1.50 per equity share of ₹ 1.00 each]	265.06	-
Dividend distribution tax on final dividend	54.48	-
Interim dividend for the financial year 2019-20 [₹ 1.40 per equity share of ₹ 1.00 each]	247.39	-
Dividend distribution tax on interim dividend	50.85	-
Final dividend for the financial year 2017-18 [₹ 6.25 per equity share of ₹ 1.00 each]	-	1,103.92
Dividend distribution tax on final dividend	-	226.91
Interim dividend for the financial year 2018-19 [₹ 1.25 per equity share of ₹ 1.00 each]	-	220.79
Dividend distribution tax on interim dividend	-	45.39
Total	617.78	1,597.01

^ The Board of Directors at its meeting held on 27 May, 2020 have recommended a payment of final dividend of ₹ 1.60 per equity share with face value of ₹1.00 each for the financial year ended 31 March, 2020, which amounts to ₹ 282.74 crores.

The above is subject to approval at the ensuing Annual General Meeting of the Holding Company and hence is not recognised as a liability.

Paid to shareholders during the financial year 2019-20.

47 Contingent liabilities and commitments

A. Contingent Liabilities

Guarantees issued on behalf of third parties	2.30	9.44
Claims against the group not acknowledged as debt
Claims by employees	1.33	1.21
Excise duty / service tax matters (refer note 48)	76.10	78.36
Sales tax matters (refer note 48)	120.01	119.27
Income tax matters	37.87	14.38
Demand for stamp duty #	15.30	15.30
Others #	21.02	13.23
Total	273.93	251.19

based on discussions with the solicitors / favourable decisions in similar cases / legal opinions taken by the Group, the management believes that the Group has a good chance of success in above-mentioned cases and hence, no provision is considered necessary.

Pursuant to judgement by the Hon'ble Supreme Court of India dated 28 February 2019, it was held that basic wages, for the purpose of provident fund, should include certain allowances which are common for all employees. However, there is uncertainty with respect to the applicability of the judgement and period from which the same applies and accordingly, the Group has not provided for any liability on account of this.

The Group has certain ongoing direct tax litigations in relation to which the management believes that there will be no outflow of resources embodying economic benefits that would be required to settle such obligations. However, in the event of any unfavourable outcome in respect to such litigations, that liability would be settled against unused minimum alternate tax credits which have not been recognized as an asset in the books of accounts as been explained in note 27.3.

B Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of capital advances of ₹ 18.42 crores (31 March, 2019: ₹ 16.65 crores)	86.28	92.69
Total	86.28	92.69

48 Disclosure relating to provisions recorded in the Consolidated financial statements pursuant to the Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets

Particulars	Provision of sales tax */ entry tax **		Provision of excise#		Provision of others
	31 March, 2020	31 March, 2019	31 March, 2020	31 March, 2019	31 March, 2020	31 March, 2019
Opening balance	21.97	13.03	55.67	46.09	6.33	1.85
Additions	4.50	10.09	-	10.01	-	4.48
Utilisations/ adjustments ##	5.98	(1.15)	(6.04)	(0.43)	(2.50)	-
Closing balance	32.45	21.97	49.63	55.67	3.83	6.33

* Sales tax provisions made towards classification matters and towards rate differences matters at various levels including assessing authority / revisional board / commissioner's level / Appellate Tribunal and at Hon'ble High Courts.

** Entry tax provisions made towards tax difference matters at Orissa and Baddi at various levels including assessing authority / commissioner's level / Appellate Tribunal and at Hon'ble High Courts.

Excise provisions made towards classification matters at various levels including Commissioner, Commissioner (Appeal), Appellate Tribunal and Hon'ble High Court.

The utilisations pertains to cases settled during the year against the Group, accordingly the Group deposited amount against aforementioned provision. Adjustments represents amounts reclassified from 'provision of excise / service tax' to 'provision of sales tax / entry tax.

Notes:

• i) These provisions represent estimates made mainly for probable claims arising out of litigations / disputes pending with authorities under various statutes (Excise duty, Service tax, Sales tax, Entry tax). The probability and the timing of the outflow with regard to these matters depend on the final outcome of the litigations / disputes. Hence, the Group is not able to reasonably ascertain the timing of the outflow.
• ii) Discounting obligation has been ignored considering that these disputes relate to Government Authorities.

49 Information on lease transactions pursuant to Ind AS 116 - Leases

A Assets taken on lease

The Group has leases for office building, warehouses, stores and related facilities and cars. With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. Variable lease payments which do not depend on an index or a rate are excluded from the initial measurement of the lease liability and right of use assets. The Group currently classifies its right-of-use assets in a consistent manner in leased buildings under property, plant and equipment.

Each lease generally imposes a restriction that, unless there is a contractual right for the Group to sublease the asset to another party, the right-of-use asset can only be used by the Group. Some leases contain an option to extend the lease for a further term. The Group is prohibited from selling or pledging the underlying leased assets as security. For leases over office buildings, stores and other premises the Group must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease. Further, the Group is required to pay maintenance fees in accordance with the lease contracts.

i) Lease payments not included in measurement of lease liability

The expense relating to payments not included in the measurement of the lease liability is as follows:

Particulars	31 March, 2020
Short-term leases	17.33
Leases of low value assets	2.20
Variable lease payments	0.27
Total	19.80

ii) Total cash outflow for leases for the year ended 31 March, 2020 was ₹ 56.09 crores.

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	317

iii) Maturity of lease liabilities

The lease liabilities are secured by the related underlying assets. Future minimum lease payments were as follows:

Particulars	Lease payments	Interest expense	Net Present Values
Not later than 1 year	42.53	12.66	29.86
Later than 1 year not later than 5 years	122.03	27.18	94.86
Later than 5 years	83.02	14.99	68.03
Total	247.58	54.83	192.75

iv) Information about extension and termination options

Right of use assets	Office premises	Warehouse, Stores and related facilities
Number of leases	9	127
Range of remaining term (in years)	0.17-4.91	0.87-16.61
Average remaining lease term (in years)	2.03	7.23
Number of leases with extension option	6	35
Number of leases with purchase option	-	-
Number of leases with termination option	4	121

v) Impact on transition

Effective 1 April, 2019, the Group has adopted Ind AS 116 "Leases" and applied modified retrospective approach to all lease contracts existing as at 1 April, 2019. On transition, the adoption of new standard resulted in recognition of lease liability of Rs. 149.04 crores and corresponding right of use asset of Rs. 153.46 crores.

For contracts in place as at 1 April, 2019, Group has elected to apply the definition of a lease from Ind AS 17 and has not applied Ind AS 116 to arrangements that were previously not identified as lease under Ind AS 17.

The Group has elected not to include initial direct costs in the measurement of the right-of-use asset for operating leases in existence at the date of initial application of Ind AS 116, being 1 April, 2019.

Instead of performing an impairment review on the right-of-use assets at the date of initial application, the Group has relied on its historic assessment as to whether leases were onerous immediately before the date of initial application of Ind AS 116.

On transition, for leases previously accounted for as operating leases with a remaining lease term of less than 12 months and for leases of low-value assets the Group has applied the optional exemptions to not recognise right-of-use assets but to account for the lease expense on a straightline basis over the remaining lease term.

For those leases previously classified as finance leases, the right-of-use asset and lease liability are measured at the date of initial application at the same amounts as under Ind AS 17 immediately before the date of initial application.

The Group has benefited from the use of hindsight for determining the lease term when considering options to extend and terminate leases.

On transition to Ind AS 116 the weighted average incremental borrowing rate applied to lease liabilities recognised was 10 %.

The following is a reconciliation of total operating lease commitments at 31 March, 2019 (as disclosed in the financial statements for the year ended 31 March, 2019) to the lease liabilities recognised at 1 April, 2019:

Total operating lease commitments disclosed as at 31 March, 2019	78.99
Other adjustments relating to lease commitment disclosures	132.95
Recognition exemptions:
Leases of low value assets	(1.03)
Leases with remaining lease term of less than 12 months	(1.45)
Operating lease liabilities before discounting	209.46
Discounting impact (using incremental borrowing rate)	(61.56)
Operating lease liabilities	147.90
Finance lease obligations under Ind AS 17	1.14
Total lease liabilities recognised under Ind AS 116 at 1 April, 2019	149.04

Note:

* Lease rent debited to the Consolidated Statement of Profit and Loss is ₹ 47.60 crores (31 March, 2019: ₹ 84.43 crores) including rent reimbursements of ₹ 27.72 crores ( 31 March, 2019: ₹ 24.43 crores).

B Assets given on operating lease #

The Group has given buildings under non-cancellable operating leases expiring within period not exceeding five years. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated. The contractual future minimum lease related receivables in respect of these leases are:

Particulars	31 March, 2020	31 March, 2019
Not later than 1 year	7.81	8.95
Later than 1 year not later than 5 year	4.15	11.27
Later than 5 year	-	-
Total	11.96	20.22

Lease rent credited to the Consolidated Statement of Profit and Loss of the current year is ₹ 9.98 crores (31 March, 2019: ₹ 10.83 crores)

50 Reconciliation of liabilities arising from financing activities pursuant to Ind AS 7 - Cash flows

The changes in the Group's liabilities arising from financing activities can be classified as follows:

Particulars	Non-current borrowings	Current borrowings	Equity share capital	Total
Net debt as at 1 April, 2018	364.34	464.49	176.15	1,004.98
Proceeds from issue of equity share capital	-	-	0.48	0.48
Repayment of non-current borrowings (including current maturities)	(271.96)	-	-	(271.96)
Reclassification of current maturities of long-term borrowing to other current financial liabilities	(66.33)	-	-	(66.33)
Proceeds from current borrowings (net)	-	37.19	-	37.19
Unrealised foreign exchange loss	-	(3.45)	-	(3.45)
Net debt as at 31 March, 2019	26.05	498.23	176.63	700.91
Net debt as at 1 April, 2019	26.05	498.23	176.63	700.91
Proceeds from issue of equity share capital	-	-	0.08	0.08
Recognition of lease liability (including current)	191.70	-	-	191.70
Reclassification of current maturities of long-term borrowing to other current financial liabilities	(54.86)	-	-	(54.86)
Repayment of current borrowings (net)	-	(193.99)	-	(193.99)
Unrealised foreign exchange gain	-	-	-	-
Net debt as at 31 March, 2020	162.89	304.24	176.71	643.84

51 Information on segment reporting pursuant to Ind AS 108 - Operating Segments

Operating segments:

Consumer care business	Home care, personal care and health care
Food business	Juices, beverages and culinary
Retail business	Retail stores
Other segments	Guar gum, pharma and others

Identification of segments:

The chief operational decision maker monitors the operating results of its busines segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit and loss of the segment and is measured consistently with profit or loss in the financial statements. Operating segments have been identified on the basis of the nature of products.

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	319

Segment revenue and results

The expenses and income which are not directly attributable to any business segment are shown as unallocable expenditure (net of unallocable income).

Segment assets and liabilities:

Assets used by the operating segment mainly consist of property, plant and equipment, trade receivables, cash and cash equivalents and inventories. Segment liabilities include trade payables and other liabilities. Common assets and liabilties which cannot be allocated to any of the segments are shown as a part of unallocable assets / liabilites.

The measurement principles of segments are consistent with those used in preparation of these financial assets. There are no inter-segment transfers.

	Particulars	31 March, 2020	31 March, 2019
1	Segment revenue
	A. Consumer care business	7,381.02	7,132.86
	B. Food business	1,081.76	1,158.61
	C. Retail business	124.42	124.39
	D. Other segments	90.35	89.28
	E. Unallocated other operating revenue	26.04	27.91
	Revenue from operations	8,703.59	8,533.05
2	Segment results
	A. Consumer care business	1,801.05	1,748.20
	B. Food business	139.90	175.49
	C. Retail business	(1.90)	4.12
	D. Other segments	4.19	7.30
	Sub Total	1,943.24	1,935.11
	Less: Finance costs	49.54	59.58
	Less: Unallocable expenditure net off unallocable income	66.05	76.28
	Profit before share of profit from joint venture and exceptional items	1,827.65	1,799.25
	Share of profit of joint venture	(0.01)	0.96
	Profit before exceptional items and tax	1,827.64	1,800.21
	Exceptional items (refer note 42)	100.00	75.34
	Profit before tax	1,727.64	1,724.87
	Less: Tax expenses	279.72	278.62
	Net profit for the year	1,447.92	1,446.25
3	Segment assets
	A. Consumer care business	3,915.51	3,405.99
	B. Food business	885.43	847.07
	C. Retail business	140.64	63.23
	D. Other segments	48.80	47.39
	E. Unallocated	4,363.63	4,072.96
	Total	9,354.01	8,436.64
4	Investment in joint venture
	Other segments	12.28	12.29
5	Segment liabilities
	A. Consumer care business	1,258.20	1,165.02
	B. Food business	372.59	453.85
	C. Retail business	119.73	32.00
	D. Other segments	16.35	14.14
	E. Unallocated	944.93	1,108.57
	Total	2,711.80	2,773.58

	Particulars	31 March, 2020	31 March, 2019
6	Capital expenditure
	A. Consumer care business	322.31	129.85
	B. Food business	61.66	49.86
	C. Retail business	99.13	3.51
	D. Other segments	0.97	0.54
	E. Unallocated	93.01	38.61
	Total	577.09	222.37
7	Depreciation and amortization expense
	A. Consumer care business	123.95	112.82
	B. Food business	33.75	35.18
	C. Retail business	16.56	1.46
	D. Other segments	0.90	0.88
	E. Unallocated	45.29	26.56
	Total	220.45	176.90
8	Non-cash expenses other than depreciation
	A. Consumer care business	-	75.34
	B. Unallocated	145.26	77.33

9 Revenue from key customers

The Group is not reliant on revenues from transactions with any single external customer and does not receive 10% or more of its revenues from transactions with any single external customer.

52 Group Information

Consolidated financial statements comprises the financial statements of the Holding Company, its subsidiaries and joint ventures as listed below :

S. No.	Name of entity	Principal place of business	Nature	Proportion of ownership (%) as at 31 March, 2020	Proportion of ownership (%) as at 31 March, 2019
A		Subsidiary companies at any time during the year
1	H & B Stores Limited	India	Domestic wholly owned subsidiary	100.00%	100.00%
2	Dermoviva Skin Essentials INC	United States of America	Foreign wholly owned subsidiary	100.00%	100.00%
3	Dabur International Limited	Isle Of Man	Foreign wholly owned subsidiary	100.00%	100.00%
4	Naturelle LLC	Emirate of RAS Al Khaimah, United Arab Emirates	Foreign wholly owned subsidiary	100.00%	100.00%
5	Dabur Egypt Limited	Egypt	Foreign wholly owned subsidiary	100.00%	100.00%
6	African Consumer Care Limited	Nigeria	Foreign wholly owned subsidiary	100.00%	100.00%
7	Dabur Nepal Private Limited	Nepal	Foreign subsidiary	97.50%	97.50%

		Corporate	Board &	Financial
Dabur India Limited	Annual Report 2019-20	Overview	Management Reports	Statements	321

S. No.	Name of entity	Principal place of business	Nature	Proportion of ownership (%) as at 31 March, 2020	Proportion of ownership (%) as at 31 March, 2019
8	Asian Consumer Care Private Limited	Bangladesh	Foreign subsidiary	76.00%	76.00%
9	Asian Consumer Care Pakistan Private Limited*	Pakistan	Foreign wholly owned subsidiary	-	100.00%
	10 Hobi Kozmetik	Turkey	Foreign wholly owned subsidiary	100.00%	100.00%
	11 RA Pazarlama	Turkey	Foreign wholly owned subsidiary	100.00%	100.00%
	12 Dabur Lanka Private Limited	Sri Lanka	Foreign wholly owned subsidiary	100.00%	100.00%
	13 Namaste Laboratories LLC	United States of America	Foreign wholly owned subsidiary	100.00%	100.00%
	14 Urban Laboratories International LLC	United States of America	Foreign wholly owned subsidiary	100.00%	100.00%
	15 Hair Rejuvenation & Revitalization Nigeria Limited	Nigeria	Foreign wholly owned subsidiary	100.00%	100.00%
	16 Healing Hair Laboratories International LLC	United States of America	Foreign wholly owned subsidiary	100.00%	100.00%
	17 Dabur (UK) Limited	British Virgin Island, United Kingdom	Foreign wholly owned subsidiary	100.00%	100.00%
	18 Dabur Consumer Care Private Limited	Sri Lanka	Foreign wholly owned subsidiary	100.00%	100.00%
	19 Dabur Tunisie	Tunisie	Foreign wholly owned subsidiary	100.00%	100.00%
	20 Dabur Pakistan Private Limited*	Pakistan	Foreign wholly owned subsidiary	-	100.00%
	21 Dabur Pars	Iran	Foreign wholly owned subsidiary	100.00%	100.00%
	22 Dabur South Africa (PTY) Limited	South Africa	Foreign wholly owned subsidiary	100.00%	100.00%
	23 D and A Cosmetics Proprietary Limited	South Africa	Foreign wholly owned subsidiary	100.00%	100.00%
	24 Atlanta Body and Health Products Proprietary Limited	South Africa	Foreign wholly owned subsidiary 100.00%		100.00%
	25 Excel Investments FZC (w.e.f 20 August, 2019)*	Sharjah, United Arab Emirates	Foreign wholly owned subsidiary	-	NA
B	Joint venture at any time during the year
1	Forum I Aviation Private Limited	India	-	20.00%	20.00%

*Subsidiary through control by Management w.e.f. 20 August, 2019

53 Information on related party transactions pursuant to Ind AS 24 - Related Party Disclosures

Following are the related parties and transactions entered with related parties for the relevant financial year:

A)List of related parties and relationships

i)	Subsidiaries / joint venture	Details are presented in note 52
ii)	Key Management Personnel (KMPs)
	a) As per Companies Act, 2013	Mr. P.D. Narang, Whole Time Director
		Mr. Sunil Duggal, Whole Time Director (till 15 May, 2019)
		Mr. Mohit Malhotra, Chief Executive Officer and Whole Time Director
		Mr. Lalit Malik, Chief Financial Officer (CFO)
		Mr. Ashok Kumar Jain, Executive Vice President (Finance) and Company Secretary
	b) As per Ind AS 24**	Dr. Anand Chand Burman, Non Executive Director and Chairman (till 19 July, 2019)
		Mr. Amit Burman, Non Executive Director & Chairman (Chairman w.e.f. 19 July, 2019)
		Mr. Mohit Burman, Non Executive Director & Vice Chairman (Vice Chairman w.e.f. 19 July, 2019)
		Mr. Aditya Chand Burman, Non Executive Director (w.e.f 19 July, 2019)
		Mr. Saket Burman, Non Executive Director
		Mr. Sunil Duggal, Non Executive Director (w.e.f 16 May, 20till 19 July, 2019)
		Mr. P. N. Vijay, Independent Director
		Mr. R C Bhargava, Independent Director
		Dr. S Narayan, Independent Director
		Dr. Ajay Dua, Independent Director
		Mr. Sanjay Kumar Bhattacharyya, Independent Director
		Mrs. Falguni Nayar, Independent Director
iii)	Entities in which a Director or his/her	Jetways Travels Private Limited
	relative is a member or Director *	Aviva Life Insurance Company Limited
		Lite Bite Foods Private Limited
		Universal Sompo General Insurance Company
iv)	Relatives of KMPs/Directors*	Mr. Vivek Chand Burman, father of Director
		Ms. Asha Burman, mother of Director
v)	Post employment benefit plan entities	Dabur India Limited E.P.F Trust
		Dabur Gratuity Trust
		Dabur Superannuation Trust

* With whom the Group had transactions during the current year or previous year

** In addition to been disclosed in (ii)(a) above

	Corporate	Board &	Financial
Annual Report 2019-20	Overview	Management Reports	Statements	323

B)Transactions with related parties

The following transactions were carried out with related parties in the ordinary course of business:

Particulars		Transactions during the year		Balances at the end of the year
		31 March, 2020	31 March, 2019		31 March, 2020 31 March, 2019
A	Key Management Personnel / Directors
i)	Employee benefits	22.77	30.06	-	-
ii)	Post separation benefits	5.18	5.01	50.99	48.54
	iii) Reimbursement of expenses on behalf of the Group	0.41	0.26	-	-
	iv) Share based payment	22.38	43.49	-	-
v)	Directors' sitting fees	0.75	0.64	-	-
	vi) Commission to Non Executive Directors	0.68	-	0.68	-
B	Joint Venture
	Forum I Aviation Private Limited
i)	Interest received on security deposit	0.03	0.02	-	-
ii)	Miscellaneous expenses	3.94	2.98	0.32	0.12
	iii) Share of profit	(0.01)	0.96	-	-
	iv) Investment	-	-	12.28	12.29
v)	Gurantees and collaterals	(7.14)	-	-	7.14
	vi) Security deposit	-	-	0.38	0.38
C	Others
i)	Post separation benefits paid	0.36	0.39	4.39	4.65
ii)	Post employment benefit plan	51.80	51.29	-	-
	iii) Purchase of goods/services	10.60	7.99	0.26	0.30

54 Non-controlling interests (NCI)

Set out below is summarised financial information for each subsidiary that has non-controlling interests in the Group. The amounts disclosed below for each subsidiary are before inter-company eliminations:

Particulars			Dabur Nepal Private Limited	Care Private Limited	Asian Consumer
				31 March, 2020 31 March, 2019 31 March, 2020 31 March, 2019
I	Principal place of business		Nepal	Bangladesh
	Proportion of ownership interest		97.50%	76.00%
II	Summarised balance sheet
	Current assets	315.41	305.11	184.66	160.03
	Current liabilities	137.10	159.82	123.80	107.40
	Net-current assets (A)	178.31	145.29	60.86	52.63
	Non-current assets	206.50	202.38	59.77	50.00
	Non-current liabilities	4.06	2.84	6.49	5.95
	Net non-current assets (B)	202.44	199.54	53.28	44.05
	Employee housing reserve (refer note 23) (C)	17.97	17.97	-	-
	Net assets (A + B + C)	362.78	326.86	114.14	96.68
	Share of interest held by NCI	2.50%	2.50%	24.00%	24.00%
	Accumulated NCI	9.07	8.17	27.39	23.21

Particulars	Dabur Nepal Private Limited		Asian Consumer Care Private Limited
		31 March, 2020 31 March, 2019 31 March, 2020 31 March, 2019
III Summarised statement of profit and loss
Revenue	613.69	657.91	103.94	122.94
Net profit for the year	35.91	45.94	8.59	11.55
Other comprehensive income	-	-	8.80	3.83
Total comprehensive income	35.91	45.94	17.39	15.38
Share of interest held by NCI	2.50%	2.50%	24.00%	24.00%
Profit allocated to NCI	0.90	1.15	4.17	3.69
Dividends paid to NCI	-	-	-	-
IV Summarised cash flows
Cash flows from / (used in) operating activities	21.26	24.21	7.30	(0.55)
Cash used in investing activities	(4.12)	(2.16)	(9.77)	(4.51)
Cash used in financing activities	(12.30)	(23.24)	-	-
Net increase/ (decrease) in cash and cash equivalents	4.84	(1.19)	(2.47)	(5.06)

55 Summarised financial information for joint venture: ##

The Group has a 20% ownership interest in Forum I Aviation Private Limited, a joint venture involved in providing the aviation services to the joint venturers as well as to the general public. The Group's interest in Forum I Aviation Private Limited is accounted for using the equity method in the consolidated financial statements. Summarised financial information of the joint venture, is set out below:

A	Principal place of business	India
---	-----------------------------	-------

B Summarised balance sheet

Particulars	31 March, 2020	31 March, 2019
Cash and cash equivalents	6.31	14.96
Other current financial and non financial assets	12.57	2.03
Current assets (A)	18.88	16.99
Non-current assets (B)	49.85	56.86
Trade payables and provisions	0.15	0.17
Other current financial and non financial liabilities (excluding trade payables and provisions)	1.78	1.07
Current liabilities (C)	1 .93	1.24
Provisions	0.85	1.08
Non-current financial and non financial liabilities (excluding provisions)	4.60	10.15
Non-current liabilities (D)	5.45	11.23
Net assets (A+B-C-D)	61.35	61.38

C Reconciliation to carrying amounts

Opening net assets	61.38	56.58
Net profit for the year considered for equity accounting of joint venture	0.67	3.92
Total current assets (A)	62.05	60.50
Net profit for the year not considered for equity accounting of joint venture #	(0.70)	0.88
Adjusted total current assets (B)	61.35	61.38
Group's share in % (C)	20.00%	20.00%
Group's share in investment (B x C)	12.28	12.29

adjustment in net profit pertains to actualisation after availability of signed financial statements of the joint venture

Dabur India Limited	Corporate	Board &	Financial	325
Annual Report 2019-20	Overview	Management Reports	Statements

D Summarised statement of profit and loss

Particulars	31 March, 2020	31 March, 2019
Revenue	22.56	21.49
Other income	1.36	3.57
Total revenue (A)	23.92	25.06
Employee benefits expense	6.27	5.51
Depreciation and amortization	2.67	2.67
Finance costs	0.15	0.23
Other expenses	13.43	12.73
Total expenses (B)	22.51	21.14
Profit before tax (C = A-B)	1.40	3.92
Tax expense (D)	0.77	-
Profit after tax (E = C-D)	0.64	3.92
Other comprehensive income (F)	0.03	-
Total comprehensive income (G = E+F)	0.67	3.92
Group's share in % (H)	20.00%	20.00%
Group's share in total comprehensive income (G*H)	0.13	0.78
Profit recognised in the Consolidated Statement of Profit and Loss	(0.01)	0.96
Profit recognised in the subsequent year pursuant to actualisation of profits	(0.14)	0.18

E Contingent liabilities and commitments in respect of joint venture

Contingent liabilities - service tax matter *	-	5.05
Guarantees issued by Holding Company on behalf of joint venture against bank borrowing	-	7.14

* Share of contingent liabilities incurred jointly with other investors of the joint venture

the financial statements of the joint venture for the year ended 31 March, 2020 are unaudited and the above disclosures have been extracted from management certified accounts

56 Disclosure relating to employee benefits pursuant to Ind AS 19 - Employee Benefits

(a) Defined contribution plans

Amount of ₹ 3.58 crores (31 March, 2019: ₹ 4.03 crores) is recognised as an expense and included in employee benefit expense in the Consolidated Statement of Profit and Loss under Employees Superannuation Fund.

Amount of ₹ 0.07 crores (31 March, 2019: ₹ 0.08 crores) is recognised as an expense and included in employee benefit expense in the Consolidated Statement of Profit and Loss under Employees State Insurance.

Amount of ₹ 0.55 crores (31 March, 2019: ₹ 2.59 crores) is recognised as an expense and included in employee benefit expense in the Consolidated Statement of Profit and Loss under Gratuity due to amendment in local law of a foreign subsidiary.

(b) Defined benefit plans

Gratuity (Funded)

The Group provides for gratuity, a defined benefit retirement plan covering eligible employees. The gratuity plan provides a lump sum payments to vested employees at retirement, death, incapacitation or termination of employment. The Group provides for gratuity, based on actuarial valuation as of the balance sheet date, based upon which, the Group contributes all the ascertained liabilities to the Dabur Gratuity Trust.

Post separation benefit of directors

Post separation benefit of Directors includes car, telephone, medical and housing facility for eligible Directors.

Description of risk exposures:

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such Group is exposed to various risks as follows:

• (a) Salary increases Actual salary increases will increase the plan's liability. Increase in salary increase rate assumption in future valuations will also increase the liability.
• (b) Investment risk If plan is funded then assets / liabilities mismatch and actual investment return on assets lower than the discount rate assumed at the last valuation date can impact the liability.
• (c) Discount rate Reduction in discount rate in subsequent valuations can increase the plan's liability.
• (d) Mortality and disability Actual deaths and disability cases proving lower or higher than assumed in the valuation can impact the liabilities.
• (e) Withdrawals Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact plan's liability.

The following tables summarises the components of net benefit expense recognized in the Consolidated Statement of Profit and Loss and the funded status and amounts recognized in the Consolidated Balance Sheet:

Particulars		Gratuity		Post separation benefit of Directors
		31 March, 2020	31 March, 2019	31 March, 2020	31 March, 2019
		Funded	Funded	Unfunded	Unfunded
I	Change in present value of defined benefit obligation during the year
	Present value of obligation as at the beginning of the year	83.62	84.06	53.19	50.47
	Transfer from defined benefit to defined contribution plan	-	(7.14)	-	-
	Interest cost	5.58	5.40	4.15	4.04
	Service cost	6.93	8.37	1.40	1.37
	Benefits paid	(9.23)	(6.71)	(0.78)	(0.87)
	Total actuarial (gain) / loss on obligation	(5.34)	(0.36)	(2.59)	(1.82)
	Present value of obligation as at the end of the year	81.56	83.62	55.37	53.19
II	Change in fair value of plan assets during the year
	Fair value of plan assets at the beginning of the year	67.06	67.50	-	-
	Transfer from defined benefit to defined contribution plan	-	(7.61)	-	-
	Expected interest income	5.24	4.78	-	-
	Employer contribution	3.80	7.00	-	-
	Benefits paid	(8.46)	(4.33)	-	-
	Actuarial loss for the year on asset	(1.12)	(0.28)	-	-
	Fair value of plan assets at the end of the year	66.52	67.06	-	-
	III Net liability recognised in the Consolidated Balance Sheet
	Present value of obligation at the end of the year	81.56	83.62	55.37	53.19
	Fair value of plan assets	66.52	67.06	-	-
	Excess of planned assets towards gratuity obligations	-	-	-	-
	Unfunded liability in Consolidated Balance Sheet *	(15.04)	(16.56)	(55.37)	(53.19)

* excludes unfunded liability of Gratuity classified as defined contribution plan in the current year amounting to J 3.14 crores (31 March, 2019: J 2.59 crores)

IV	Expense recognised in the Consolidated Statement of Profit and Loss during the year
----	-------------------------------------------------------------------------------------	--

Service cost	6.93	8.37	1.40	1.37
Net interest cost	0.34	0.62	4.15	4.04
Total expense recognised in the employee benefit	7.27	8.99	5.55	5.40
expense

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	327

	Particulars	Gratuity		Post separation benefit of Directors
		31 March, 2020	31 March, 2019	31 March, 2020	31 March, 2019
		Funded	Funded	Unfunded	Unfunded
V	Recognised in other comprehensive income for the year
	Net cumulative unrecognised actuarial (loss) / gain opening of the year	(3.23)	(3.31)	7.50	5.68
	Actuarial (gain) / loss for the year on projected benefit obligation (PBO)	(5.34)	(0.36)	(2.59)	(1.82)
	Actuarial loss for the year on asset	(1.12)	(0.28)	-	-
	Unrecognised actuarial (loss) / gain at the end of the year	0.99	(3.23)	10.08	7.50
VI	Maturity profile of defined benefit obligation
	Within the next 12 months (next annual reporting	14.87	17.55	0.68	0.53
	year) Between 2 to 5 years	23.13	19.77	34.79	32.37
	More than 5 years	43.54	46.29	19.90	20.29
	VII Quantitative sensitivity analysis for significant assumptions is as below
	a) Impact of change in discount rate
	Present value of obligation at the end of the year	81.56	83.62	55.37	53.19
	Impact due to increase of 0.50%	(2.13)	(2.57)	(0.28)	(0.24)
	Impact due to decrease of 0.50%	2.25	2.73	0.29	0.25
	b) Impact of change in salary increase
	Present value of obligation at the end of the year	81.56	83.62	55.37	53.19
	Impact due to increase of 0.50%	2.23	2.67	0.28	0.23
	Impact due to decrease of 0.50%	(2.12)	(2.54)	(0.27)	(0.22)

Sensitivities due to mortality and withdrawals are not material, hence the impact of change not calculated. Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement and life expectancy are not applicable being a lumpsum benefit on retirement.

	VIII The major categories of plan assets (as a percentage of total plan assets)
	Funds managed by insurer	100%	100%	N.A	N.A
IX	Actuarial assumptions
i)	Discount rate	6.95% -	7.50% - 7.80%	6.95% PA	7.80% PA
		7.50% PA	PA
ii)	Future salary increase	8.00% - 9.00%	9.00% - 10.00%	10.00% PA	12.00% PA
		PA	PA
	iii) Retirement age (years)	58	58	60/70	60/70
	iv) Mortality rates inclusive of provision for disability	100% of IALM	100% of IALM	100% of IALM	100% of IALM
		(2012-14)	(2006-08)	(2012-14)	(2006-08)
v)	Age	Withdrawl rate	Withdrawl rate	Withdrawl rate	Withdrawl rate
		(%)	(%)	(%)	(%)
	Upto 30 years	17	17	Nil	Nil
	From 31 to 44 years	14	14	Nil	Nil
	Above 44 years	5	5	Nil	Nil
	vi) Expected best estimate of expense for the next
	annual reporting year
	Service cost	7.83	9.35	1.32	1.31
	Net interest cost	0.35	0.61	3.85	4.15
	Net periodic benefit cost	8.18	9.96	5.17	5.46

Notes:

• (i) The actuarial valuation of plan assets and the present valuation of defined benefit obligation were computed at year end. The present value of the defined benefit obligation and the related current service cost and past service cost, were measured using the projected unit credit method.
• (ii) Discount rate is based on the prevailing market yields of Indian Government Securities as at the balance sheet date for the estimated term of the obligations.
• (iii) The salary escalation rate is computed after taking into consideration the seniority, the promotion and other relevant factors, such as, demand and supply in employment market.

(c) Provident fund

The Group makes contribution towards provident fund which is administered by Dabur India Limited E.P.F Trust ("Trust").

Accordingly, the Group has obtained an actuarial valuation report for its plan assets and based on the below provided assumptions, charged ₹ 35.64 crores for changes in remeasurement of the defined benefit plans in other comprehensive income during the year ended 31 March, 2020 due to impairment in the value of certain investments of the provident fund trust of the Group.

Contribution made by the Group to the trust set-up by the Holding Company during the year is ₹ 11.29 Crores (31 March, 2019: ₹ 10.18 crores).

Particulars	31 March, 2020	31 March, 2019
Plan assets at year end, at fair value	270.38	301.70
Present value of defined obligation at year end	306.02	285.18
Liability recognised as on the reporting date	35.64	-
Assumptions used in determining the present value of obligation:
I Economic assumptions (actuarial)
i) Expected statutory interest rate on the ledger balance	8.50%	8.65%
ii) Expected short fall in interest earnings on the fund	0.05%	0.05%
II) Demographic assumptions (actuarial)
i) Mortality	IALM (2012-14)	IALM (2006 -08)
ii) Disability	None	None
iii) Withdrawal Rate (Age related)
Up to 30 Years	17%	17%
Between 31 - 44 Years	14%	14%
Above 44 Years	5%	5%
vi) Normal retirement age	58	58

57 Disclosures required pursuant to Ind AS 102 - Share Based Payment

Under Employee Stock Option Scheme (ESOP) of the Group, share options of the Holding Company are granted to the senior executives subject to achievement of targets as defined in ongoing vision of the Group. Vesting period ranges from 1 to 5 years. Each option carries the right to the holder to apply for one equity share of the Holding Company at par. There has been no variation in the terms of options during the year. The share options are valued at the fair value of the options as on the date of grant using Black Scholes pricing model. There is no cash settlement alternative.

A The following table illustrates the number and weighted average exercise prices of, and movements in, share options during the year:

Particlulars	Weighted Average Price (₹)	Number of options
Outstanding as at 01 April, 2018	2.42	49,71,621
Options granted during the year	1.00	67,44,864
Options forfeited/lapsed/expired during the year	22.14	3,47,912
Options exercised during the year*	1.00	47,70,631
Options outstanding as at 31 March, 2019#	1.00	65,97,942
Exercisable at the end of the year.	-	65,97,942
Outstanding as at 01 April, 2019	1.00	65,97,942
Options granted during the year	1.00	5,37,533
Options forfeited/lapsed/expired during the year	1.00	9,85,040
Options exercised during the year*	1.00	7,72,751
Options outstanding as at 31 March, 2020 #	1.00	53,77,684
Exercisable at the end of the year.	-	53,77,684

* 7,72,751 (31 March, 2019: 47,70,631) Share options were exercised on a regular basis throughout the year. The weighted average share price during the year was ₹ 1.00 (31 March, 2019: ₹ 1.00).

The options outstanding as at 31 March, 2020 are with the exercise price of ₹ 1.00 (31 March, 2019: ₹ 1.00) . The weighted average of the remaining contractual life is 1.89 years (31 March, 2019: 3.40 years).

		Corporate	Board &	Financial
Dabur India Limited	Annual Report 2019-20	Overview	Management Reports	Statements	329

B. Fair value of the options has been calculated using Black Scholes Pricing Model. The following inputs were used to determine the fair value for options granted during the year ended 31 March, 2020:

i)	Date of grant: 02 May, 2019	Vest 1	Vest 2	Vest 3
		15 May, 2020	15 May, 2021	15 May, 2022
	Market price (₹)	398.10	398.10	398.10
	Expected life (in years)	1.04	2.04	3.04
	Volatility (%)	27.39	23.73	23.36
	Risk free rate (%)	6.54	6.74	6.91
	Exercise price (₹)	1.00	1.00	1.00
	Dividend yield (%)	0.63	0.63	0.63
	Fair value per vest (₹)	394.57	392.14	389.74
	Vest (%)	6.92	23.48	69.60
	Option fair value (₹)	390.64	390.64	390.64
ii)	Date of grant: 19 July, 2019	Vest 1	Vest 2	Vest 3
		20 July, 2020	15 May, 2021	15 May, 2022
	Market price (₹)	428.90	428.90	428.90
	Expected life (in years)	1.00	1.82	2.82
	Volatility (%)	28.58	24.46	23.13
	Risk free rate (%)	5.85	5.96	6.06
	Exercise price (₹)	1.00	1.00	1.00
	Dividend yield (%)	0.58	0.58	0.58
	Fair value per vest (₹)	425.45	423.50	421.10
	Vest (%)	8.33	8.33	83.34
		421.66	421.66	421.66
	Option fair value (₹)
	iii) Date of grant: 05 November, 2019	Vest 1	Vest 2	Vest 3
		05 November, 2020	15 May, 2021	15 May, 2022
	Market price (₹)	460.40	460.40	460.40
	Expected life (in years)	1.00	1.53	2.53
	Volatility (%)	23.08	25.74	23.38
	Risk free rate (%)	5.25	5.37	5.63
	Exercise price (₹)	1.00	1.00	1.00
	Dividend yield (%)	0.60	0.60	0.60
	Fair value per vest (₹)	456.70	455.27	452.60
	Vest (%)	6.37	9.31	84.32
	Option fair value (₹)	453.11	453.11	453.11
	iv) Date of grant: 30 January 2020	Vest 1 30 January, 2021	Vest 2 15 May, 2021	Vest 3 15 May, 2022
	Market price (₹)	491.60	491.60	491.60
	Expected life (in years)	1.00	1.29	2.29
	Volatility (%)	20.95	22.85	23.64
	Risk free rate (%)	5.30	5.49	5.83
	Exercise price (₹)	1.00	1.00	1.00
	Dividend yield (%)	0.59	0.59	0.59
	Fair value per vest (₹)	487.76	486.94	484.13
	Vest (%)	2.76	11.12	86.12

Fair value of the options has been calculated using Black Scholes Pricing Model. The following inputs were used to determine the fair value for options granted during year ended 31 March, 2019:

i)	Date of grant: 19 April, 2018	Vest 1	Vest 2	Vest 3	Vest 4
		15 May, 2019	15 May, 2020	15 May, 2021	15 May, 2022
	Market price (₹)	358.35	358.35	358.35	358.35
	Expected life (in years)	1.07	2.07	3.07	4.07
	Volatility (%)	19.08	21.06	22.65	23.48
	Risk free rate (%)	6.49	6.90	7.19	7.40
	Exercise price (₹)	1.00	1.00	1.00	1.00
	Dividend yield (%)	0.63	0.63	0.63	0.63
	Fair value per vest (₹)	355.01	352.84	350.68	348.54
	Vest (%)	7.57	18.09	8.00	66.34
	Option fair value (₹)	349.98	349.98	349.98	349.98
ii)	Date of grant: 31 July, 2018	Vest 1	Vest 2	Vest 3	Vest 4
		31 July, 2019	15 May, 2020	15 May, 2021	15 May, 2022
	Market price (₹)	393.45	393.45	393.45	393.45
	Expected life (in years)	1.00	1.79	2.79	3.79
	Volatility (%)	20.54	20.17	21.74	23.41
	Risk free rate (%)	6.92	7.36	7.63	7.80
	Exercise price (₹)	1.00	1.00	1.00	1.00
	Dividend yield (%)	1.91	1.91	1.91	1.91
	Fair value per vest (₹)	385.07	379.35	372.22	365.23
	Vest (%)	6.24	6.24	6.24	81.28
	Option fair value (₹)	367.79	367.79	367.79	367.79
	iii) Date of grant: 29 November, 2018	Vest 1	Vest 2	Vest 3	Vest 3
		30 November, 2019	15 May, 2020	15 May, 2021	15 May, 2022
	Market price (₹)	414.80	414.80	414.80	414.80
	Expected life (in years)	1.00	1.46	2.46	3.46
	Volatility (%)	25.86	24.25	22.81	24.04
	Risk free rate (%)	6.90	7.02	7.21	7.35
	Exercise price (₹)	1.00	1.00	1.00	1.00
	Dividend yield (%)	1.81	1.81	1.81	1.81
	Fair value per vest (₹)	406.43	403.08	395.90	388.84
	Vest (%) Option fair value (₹)	6.25 391.27	6.25 391.27	6.25 391.27	81.25 391.27

The measure of volatility used is the annualized standard deviation of the continuously compounded rates of return of stock over the expected lives of different vests, prior to grant date. Volatility has been calculated based on the daily closing market price of the Holding Company's stock on NSE over these years.

58 Capital management - policies and procedures

For the purpose of the Group's capital management, capital includes issued equity share capital, security premium and all other equity reserves attributable to the equity holders of the Group.

The Group' s capital management objectives are:

• • to ensure the Group's ability to continue as a going concern
• • to provide an adequate return to shareholders

by pricing products and services commensurately with the level of risk.

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	331

The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents, excluding discontinued operations, if any.

Particulars	As at 31 March, 2020	As at 31 March, 2019
Current borrowings (refer note 28)	304.24	498.23
Non-current borrowings (refer note 24)	162.89	26.05
Other financial liabilities (refer note 25 and 30)	230.18	332.18
Trade payables (refer note 29)	1,482.15	1,455.43
Less: Cash and cash equivalents (refer note 16)	(163.94)	(107.69)
Net debt	2,015.52	2,204.19
Equity share capital (refer note 22)	176.71	176.63
Other equity (refer note 23)	6,429.04	5,455.05
Total capital	6,605.75	5,631.68
Capital and net debt	8,621.28	7,835.87
Gearing ratio	23.38%	28.13%

In order to achieve this overall objective, the Group's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.

No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March, 2020 and 31 March, 2019.

Loan covenants

Under the terms of the major borrowing facilities, the Group is required to maintain a stipulated Net Debt to EBITDA ratio and has complied with the said covenant throughout the reporting period.

59 Financial risk management - objectives and policies

The Group's financial liabilities comprise mainly of borrowings, trade payables and other payables. The Group's financial assets comprise mainly of investments, loans, trade receivables, cash and cash equivalents, other balances with banks and other receivables.

The Group's financial risk management is an integral part of how to plan and execute its business strategies.

The Group's activities expose it to market risk, interest rate risk and foreign currency risk. The Board of Directors ('Board') oversee the management of these financial risks through its Risk Management Committee. The Risk Management Policy of the Group formulated by the Risk Management Committee and approved by the Board, states the Group's approach to address uncertainties in its endeavour to achieve its stated and implicit objectives. It prescribes the roles and responsibilities of the Group's management, the structure for managing risks and the framework for risk management. The framework seeks to identify, assess and mitigate financial risks in order to minimize potential adverse effects on the Group's financial performance.

The following disclosures summarize the Group's exposure to financial risks and information regarding use of derivatives employed to manage exposures to such risks. Quantitative sensitivity analysis have been provided to reflect the impact of reasonably possible changes in market rates on the financial results, cash flows and financial position of the Group.

A Market risk

Market risk is the risk of loss of future earnings, fair value or future cash flows arising out of change in the price of a financial instrument. These include change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loans and borrowings.

The Group manages market risk through a Risk Management Committee engaged in, inter alia, evaluation and identification of risk factors with the object of governing/mitigating them according to Group's objectives and declared policies in specific

context of impact thereof on various segments of financial instruments. The Board provides oversight and reviews the risk management policy on a quarterly basis.

i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to balance the Group's position with regards to interest income and interest expense and to manage the interest rate risk, treasury performs a comprehensive interest rate risk management. The Group is not exposed to significant interest rate risk as at the respective reporting dates.

ii) Foreign currency risk

The Group operates internationally with transactions entered into several currencies. Consequently the Group is exposed to foreign exchange risk towards honouring of export/ import commitments.

Management evaluates exchange rate exposure in this connection in terms if its established risk management policies which includes the use of derivatives like foreign exchange forward contracts to hedge risk of exposure in foreign currency.

The carrying amounts of the Group's foreign currency denominated monetary items are as follows:

Foreign currency exposure as at 31 March, 2020	USD	EUR	SGD	AUD	GBP	NGN	CHF	KWD	Total
Export receivables	176.44	4.83	-	-	-	-	-		- 181.27
Overseas creditors	106.58	4.92	-	0.14	-	-	0.15		0.01 111.80
Advance to suppliers	9.53	-	-	3.17	0.23	-	-	-	12.93
Advance from customers	4.85	0.18	-	0.00	-	-	-	-	5.03
Bank balances in Exchange Earner Foreign Currency (EEFC) accounts	0.73	-	-	-	-	-	-	-	0.73
Packing credit loan (hedged through future contract)	-	-	-	-	-	-	-	-	-

Foreign currency exposure as at 31 March, 2019	USD	EUR	SGD	AUD	GBP	NGN	CHF	KWD	Total
Export receivables	216.45	4.63	-		0.00 11.67	0.00	-		- 232.75
Overseas creditors		65.28 13.38	0.01	0.01	-	-	0.10	-	78.78
Advance to suppliers	1.86	-	-	-	-	-	-	-	1.86
Advance from customers	1.53	-	-	-	-	-	-	-	1.53
Bank balances in Exchange Earner Foreign Currency (EEFC) accounts	8.75	-	-	-	-	-	-	-	8.75
Packing credit loan (hedged through future contract)	55.32	-	-	-	-	-	-	-	55.32

The above table represents total exposure of the Group towards foreign exchange denominated assets and liabilities. The details of exposures hedged using forward exchange contracts are given as a part of note 61A and the details of unhedged exposures are given as part of note 61B.

Foreign currency sensitivity

The below table demonstrates the sensitivity to a 1% increase or decrease in the foreign currencies against ₹, with all other variables held constant. The sensitivity analysis is prepared on the net unhedged exposure of the Group as at the reporting date. 1% represents management's assessment of reasonably possible change in foreign exchange rate. 1% increase or decrease in foreign exchange rates will have the following impact on profit before tax:

Change in foreign exchange rates	31 March, 2020		31 March, 2019
	1% increase	1% decrease	1% increase	1% decrease
USD	0.75	(0.75)	1.60	(1.60)
EUR	(0.00)	0.00	(0.09)	0.09
SGD	-	-	-	-
NGN	-	-	0.00	-
AUD	0.03	(0.03)	-	-
GBP	0.00	(0.00)	0.12	(0.12)
CHF	(0.00)	0.00	(0.00)	0.00
KWD	(0.00)	0.00	-	-
Increase / (decrease) in profit or loss	0.78	(0.78)	1.63	(1.63)

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	333

iii) Price Risk

The Group's exposure to price risk arises from investments held and classified as FVTPL or FVTOCI. To manage the price risk arising from investments, the Group diversifies its portfolio of assets.

Sensitivity analysis

Profit or loss and equity is sensitive to higher / lower prices of instruments on the Group's profit for the year:

Particulars	31 March, 2020	31 March, 2019
Price sensitivity
Price increase by (5%) - FVTOCI	43.39	46.98
Price decrease by (5%) - FVTOCI	(43.39)	(46.98)
Price increase by (5%) - FVTPL	28.69	3.68
Price decrease by (5%) - FVTPL	(28.69)	(3.68)

B Liquidity risk

Liquidity risk is defined as the risk that the Group will not be able to settle or meet its obligations on time or at a reasonable price. The Group's treasury department is responsible for maintenance of liquidity (including quasi liquidity), continuity of funding as well as timely settlement of debts. In addition, policies related to mitigation of risks are overseen by senior management. Management monitors the Group's net liquidity position on the basis of expected cash flows vis-a-vis debt service fulfillment obligation.

Maturity profile of financial liabilities

The table below analysis derivative and non-derivative financial liabilities of the Group into relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows:

As at 31 March, 2020	Less than 1 year/ on demand	1 to 5 years	More than 5 years	Total
Lease liabilities	42.53	122.03	82.52	247.08
Deposits payable	3.47	4.34	-	7.81
Non-current borrowings (including current maturities)	25.00	-	-	25.00
Current borrowings	304.24	-	-	304.24
Trade payables	1,482.15	-	-	1,482.15
Other financial liabilities (excluding current maturity of lease liabilities, borrowings and deposits payable)	167.51	-	-	167.51

As at 31 March, 2019	Less than 1 year/ on demand	1 to 5 years	More than 5 years	Total
Finance lease obligations	0.10	0.44	6.97	7.51
Deposits payable	2.83	4.56	-	7.39
Non-current borrowings (including current maturities)	175.00	25.00	-	200.00
Current borrowings	498.23	-	-	498.23
Trade payables	1,455.43	-	-	1,455.43
Other financial liabilities (excluding current maturity of finance lease obligation and deposits payable)	149.70	-	-	149.70

C Credit risk

Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Group periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of account receivables. Individual risk limits are also set accordingly.

The Group considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Group compares the risk of default occuring on the asset as at the reporting date with the risk of default as at the date of initial recognition. The Group considers reasonable and supportive forward-looking information.

Financial assets are written-off when there is no reasonable expectation of recovery, such as debtor failing to engage in a repayment plan with the Group. The Group provides for overdue outstanding for more than 90 days other than institutional customers which are evaluated on a case to case basis. The Group's concentration of risk with respect to trade receivables is low, as its customer's base is widely spread across local as well as foreign markets.

Exposure to credit risks	31 March, 2020	31 March, 2019
Financial assets for which loss allowance is measured using 12 months
expected credit losses (ECL)
Non-current investments	1,409.23	2,633.35
Non-current loans	24.64	17.56
Others non-current financial assets	528.48	77.66
Current investments	1,391.03	725.40
Cash and cash equivalents	163.94	107.69
Bank balances other than cash and cash equivalents above	647.43	220.47
Current loans	13.07	11.04
Other current financial assets	2.62	26.47

During the year, the Group has recognised loss allowance under 12 months ECL model pertaining to investments and current loans. No significant changes in estimation techniques or assumptions were made during the reporting period (refer notes 8, 14 and 18)

Financial assets for which loss allowance is measured using life time expected
credit losses (LECL)
Trade receivables	813.89	833.56

Summary of change in loss allowances measured using LECL

Particulars	31 March, 2020	31 March, 2019
Opening allowance	16.72	15.62
Provided during the year	8.60	2.36
Amounts written-off	6.20	1.26
Reversals of provision	-	-
Closing allowance	19.12	16.72

Concentration of financial assets

Concentration of credit risk with respect to trade receivables are limited, due to the Group's customer base being large and diverse. All trade receivables are reviewed and assessed for default on a quarterly basis.

Our historical experience of collecting receivables is that credit risk is low. The Group's exposure to credit risk for trade receivables is presented below:

A. Consumer care business	694.48	705.67
B. Food business	101.78	116.53
C. Other segments	11.71	6.25
D. Retail business	3.47	3.55
E. Unallocated	2.45	1.56
Total	813.89	833.56

60 Category wise classification of financial instruments

The fair values of the financial assets and financial liabilities are defined as the price that would be received on sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent with those used for the financial year 2018-19. The following methods and assumptions were used to estimate the fair values:

• i) The fair values of investments in mutual fund units is based on the net asset value ('NAV') as stated by the issuers of these mutual fund units in the published statements as at balance sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.
• ii) The fair values of other investments measured at FVTOCI and FVTPL are determined based on observable market data other than quoted prices in active market.
• iii) The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Group does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	335

Financial assets and financial liabilities are measured at fair value in the financial statements and are grouped into three levels of the fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3: unobservable inputs for the asset or liability

A The carrying values and fair values of financial instruments by categories as at 31 March, 2020 are as follows: *

Particulars	Carrying
	value	Level 1	Level 2	Level 3
Financial assets at fair value through profit and loss ('FVTPL')
Investments in debt instruments
Investments in mutual funds	573.73	573.73	-	-
Total	573.73	573.73	-	-
Financial assets at fair value through other comprehensive income ('FVTOCI')
Investments in debt instruments	892.13	-	892.13	-
Investments in equity instruments	0.02	-	-	0.02
Total	892.15	-	892.13	0.02
Financial assets at amortised cost Non-current
(i) Investments
Investments in debt instruments	504.80	-	-	-
Investments in joint venture	12.28	-	-	-
(ii)Loans
Security deposits	24.64	-	-	-
(iii) Others financial assets	528.48	-	-	-
Total	1,070.20	-	-	-
Current
(i) Investments
Investments in debt instruments	817.30	-	-	-
(ii) Loans
Security deposits	13.07	-	-	-
(iii) Trade receivables	813.89	-	-	-
(iv) Cash and cash equivalents	163.94	-	-	-
(v) Bank balances other than (iv) above	647.43	-	-	-
(vi) Other financial assets	2.62	-	-	-
Sub-Total	2,458.25	-	-	-
Total	3,528.45	-	-	-
Financial liabilities at amortised cost Non-current
(i) Borrowings	162.89	-	-	-
(ii) Other financial liabilities	4.66	-	-	-
Total	167.55	-	-	-
Current
(i) Borrowings	304.24	-	-	-
(ii) Trade payables	1,482.15	-	-	-
(iii) Other financial liabilities	225.52	-	-	-
Sub-Total Total	2,011.91 2,179.46	- -	- -	- -

* During the year there were no transfers between Level 1 and Level 2 fair value measurements.

B The carrying values and fair values of financial instruments by categories as at 31 March, 2019 are as follows: *

Particulars	Carrying	Fair value
	value	Level 1	Level 2	Level 3
Financial assets at fair value through profit and loss ('FVTPL')
Investments in debt instruments	-	-	-	-
Investments in mutual funds	73.59	73.59	-	-
Total	73.59	73.59	-	-
Financial assets at fair value through other comprehensive income ('FVTOCI')
Investments in debt instruments	939.61	-	939.61	-
Investments in equity instruments	0.07	-	-	0.07
Total	939.68	-	939.61	0.07
Financial assets at amortised cost
Non-current
(i) Investments
Investments in debt instruments	1,681.38	-	-	-
Investments in joint venture	12.29	-	-	-
(ii) Loans
Security deposits	17.56	-	-	-
(iii) Others financial assets	77.66	-	-	-
Total	1,788.89	-	-	-
Current
(i) Investments
Investments in debt instruments	651.82	-	-	-
(ii) Loans
Security deposits	11.04	-	-	-
(iii) Trade receivables	833.56	-	-	-
(iv) Cash and cash equivalents	107.69	-	-	-
(v) Bank balances other than (iv) above	220.47	-	-	-
(vi) Other financial assets	26.47	-	-	-
Sub-Total	1,851.05	-	-	-
Total	3,639.94	-	-	-
Financial liabilities at amortised cost
Non-current
(i) Borrowings	26.05	-	-	-
(ii) Other financial liabilities	4.56	-	-	-
Total	30.61	-	-	-
Current
(i) Borrowings	498.23	-	-	-
(ii) Trade payables	1,455.43	-	-	-
(iii) Other financial liabilities	327.62	-	-	-
Sub-Total	2,281.28	-	-	-
Total	2,311.89	-	-	-

* During the year there were no transfers between Level 1 and Level 2 fair value measurements.

C Valuation technique used to determine fair value:

Specific valuation techniques used to value financial instruments include:

• (a) Investment in mutual funds: The fair values of investments in mutual fund units is based on the net asset value ('NAV') as stated by the issuers of these mutual fund units in the published statements as at balance sheet date.
• (b) Investment in debt instruments: The fair value of investments that are not traded in an active market is determined using market approach and valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates."

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	337

61 Details of hedged and unhedged exposure in foreign currency denominated monetary items

A Exposure in foreign currency - hedged

The Group enters into forward exchange contracts to hedge against its foreign currency exposures relating to the underlying transactions and firm commitments. The Group does not enter into any derivative instruments for trading or speculative purposes.

Outstanding overseas exposure hedged by forward option/ contract against adverse currency fluctuation:

Particulars	Period	Foreign currency			Local currency
Packing credit loan *	31 March, 2020	USD	-	INR	-
	31 March, 2019	USD	0.80	INR	55.32

* The nature of risk hedged is adverse currency fluctuations

B Exposure in foreign currency - unhedged

Outstanding overseas exposure not being hedged against adverse currency fluctuation:

Particulars	Period	Foreign currency			Local currency
Export receivables	31 March, 2020	EUR	0.06	INR	4.83
	31 March, 2019	EUR	0.06	INR	4.63
	31 March, 2020	USD	2.34	INR	176.44
	31 March, 2019	USD	3.13	INR	216.45
	31 March, 2020	AUD	-	INR	-
	31 March, 2019	AUD	0.00	INR	0.00
	31 March, 2020	NGN	-	INR	-
	31 March, 2019	NGN	0.01	INR	0.00
	31 March, 2020	GBP	-	INR	-
	31 March, 2019	GBP	0.13	INR	11.67
Overseas creditors	31 March, 2020	USD	1.41	INR	106.58
	31 March, 2019	USD	0.94	INR	65.28
	31 March, 2020	EUR	0.06	INR	4.92
	31 March, 2019	EUR	0.17	INR	13.38
	31 March, 2020	SGD	-	INR	-
	31 March, 2019	SGD	0.00	INR	0.01
	31 March, 2020	AUD	0.00	INR	0.14
	31 March, 2019	AUD	0.00	INR	0.01
	31 March, 2020	CHF	0.00	INR	0.15
	31 March, 2019	CHF	0.00	INR	0.10
	31 March, 2020	KWD	0.00	INR	0.01
	31 March, 2019	KWD	-	INR	-
Advances to suppliers	31 March, 2020	USD	0.13	INR	9.53
	31 March, 2019	USD	0.03	INR	1.86
	31 March, 2020	GBP	0.00	INR	0.23
	31 March, 2019	GBP	-	INR	-
	31 March, 2020	AUD	0.07	INR	3.17
	31 March, 2019	AUD	-	INR	-
Bank balances in exchange earner foreign	31 March, 2020	USD	0.01	INR	0.73
currency (EEFC) accounts	31 March, 2019	USD	0.13	INR	8.75
Advance from customers	31 March, 2020	USD	0.06	INR	4.85
	31 March, 2019	USD	0.02	INR	1.53
	31 March, 2020	AUD	0.00	INR	0.00
	31 March, 2019	AUD	-	INR	-
	31 March, 2020	EUR	0.00	INR	0.18
	31 March, 2019	EUR	-	INR	-

62 Information on acquisition transactions pursuant to Ind AS 103 - Business Combinations

A Acquisitions during the year ended 31 March, 2020

Acquisition of Excel Investments FZC

a) Summary of acquisition

On 20 August, 2019, Dabur International Limited entered into a control agreement with the owner of Excel Investments FZC thereby acquiring it as a subsidiary of the group under the relevant provisions of Ind AS 103 - Business Combinations through management by control. Correspondingly, Dabur International Limited sold its entire shareholdings in Dabur Pakistan Private Limited and Asian Consumer Care Pakistan Private Limited to Excel Investments FZC.

b) Purchase consideration and acquisition related costs

Management control of Excel Investments (FZC) is acquired by Dabur International Limited, a wholly owned subsidiary of Dabur India Limited. The said acquisition does not involve any shareholding purchase and hence no consideration paid.

c) Assets acquired and liabilities assumed

The assets and liabilities recognised as a result of the acquisition are as follows:

Particulars	Excel Investments FZC
	Fair value
Assets
Investments	11.06
Other current financial assets	0.31
Liabilities
Other current financial liabilities	11.06
Total identifiable net assets acquired	0.31

d) Revenue and profit contribution

The acquired business contributed Nil revenue from operations and profit after tax to the Group for the year ended 31 March, 2020.

B Acquisitions during the year ended 31 March, 2019

Acquisition of D & A Cosmetics Proprietary Limited and Atlanta Body and Health Products Proprietary Limited

a) Summary of acquisition

On 5 April, 2018, the Group, through its wholly owned subsidiary Dermoviva Skin Essentials INC, acquired 100% of the equity shares of two consumer care companies incorporated in South Africa namely D & A Cosmetics Proprietary Limited and Atlanta Body and Health Products Proprietary Limited. These companies are engaged in development, production, packaging, sale and distribution of products of personal care, hair care and creams operating under the brand name 'Long and Lasting'. These companies have their market in South Africa extending to Namibia, Swaziland, Botswana and Lesotho.

b) Purchase consideration and acquisition related costs

The total consideration of the above mentioned acquisitions namely South Africa namely D & A Cosmetics Proprietary Limited and Atlanta Body and Health Products Proprietary Limited amounted to ₹ 22.11 crores and ₹ 0.95 crores respectively. The entire consideration was paid in cash.

Outflow of cash to acquire subsidiaries, net of cash acquired:

Particulars	D & A Cosmetics Proprietary Limited	Atlanta Body and Health Products Proprietary Limited
Cash consideration	22.11	0.95
Less: Balances acquired
Cash and cash equivalents	-	0.01
Bank overdraft	(0.96)	-
Net outflow of cash	23.07	0.94

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	339

Acquisition related costs of ₹ 0.42 crores that were directly attributable to the above acquisitions were incurred and are included in other expenses in Consolidated Statement of Profit and Loss and in operating cash flows in the Consolidated Statement of Cash Flows.

c) Assets acquired and liabilities assumed

The assets and liabilities recognised as a result of the acquisition are as follows

Particulars	D & A Cosmetics Proprietary Limited	Atlanta Body and Health Products Proprietary Limited
	Fair value	Fair value
Assets
Property, plant and equipment	0.31	-
Other intangible assets	19.12	0.88
Inventories	2.20	0.08
Trade receivables	2.11	0.50
Cash and cash equivalents	-	0.01
Deferred tax assets	0.25	0.11
Liabilities
Trade payables	0.77	0.61
Current borrowings	0.96	-
Provisions	0.15	0.02
Contingent liability	-	-
Total identifiable net assets acquired	22.11	0.95

d) Revenue and loss contribution

The acquired businesses contributed revenue from operations and loss after tax, to the Group for the period ended 31 March, 2019 as follows:

• (i) D & A Cosmetics Proprietary Limited : Revenue from operations of 11.85 crores and loss after tax of 1.77 crores for the period 6 April, 2018 to 31 March, 2019.
• (ii) Atlanta Body and Health Products Proprietary Limited : Reveune of 0.20 crores and loss after tax of 0.29 crores for the period 06 April, 2018 to 31 March, 2019.

If the acquisitions had occurred on 01 April, 2018, combined pro-forma revenue from operations and loss after tax for the year ended 31 March, 2019 in relation to the aquisitions would have been 14.37 crores and 2.53 crores respectively. These amounts have been calculated using the subsidiary's results and adjusting them for:

• differences in the accounting policies between the Group and the subsidiary; and
• the additional depreciation and amortisation that would have been charged assuming the fair value adjustments to property, plant and equipment and other intangible assets had applied from 01 April, 2018, together with the consequential tax effects, as applicable.
• 63 The Group intends to liquidate Dabur Tunisie, a wholly owned subsidiary, which is under process and is likely to be completed by 31 December, 2020. The liquidation was earlier expected to be completed by 31 December, 2019, but due to certain legal and regulatory compliances under the laws of Tunisia, the completion date was extended. The assets held by Dabur Tunisie are in the nature of plant and equipment, which it no longer intends to utilise in the next 12 months. A search for a buyer is underway. No impairment loss was recognised on reclassification of the plant and equipment as held for sale and the Group expects the fair value less cost to sell to be higher than carrying amount.
• 64 The figures of the previous year have been re-grouped / re-classified to render them comparable with the figures of the current year.

65 Disclosure relating to nature and extent of significant restriction on subsidiaries pursuant to Ind AS 112 - Disclosure of interests in other entities

Restrictions imposed by Reserve Bank of India (RBI), Foreign Exchange Management Act, 1999 (FEMA), contractual and regulatory obligations in India and in other jurisdictions where the Group holds interest:

• A Capital contribution of J 91.68 crores are subject to restrictive provision of FEMA and the Act respectively.
• B Transfer of scrips of specified number of shares in Naturelle LLC, a wholly owned subsidiary is subject to restrictive provisions of the laws of Emirates of Ras Al Khaimah despite Group's financing against entire capital base of the subsidiary. This however, does not affect beneficial interest of the Group, as its 100% owner of the total stake.
• C Board of Directors of Dabur International Limited, a wholly owned subsidiary incorporated in Isle of MAN and Dermoviva Skin Essential Inc incorporated in United States of America, have resolved against distribution of dividend in foreseeable future in the interest of strengthening of their intrinsic worth base.
• D Other subsidiaries are not subject to material restriction under normal course of business except for monitoring of prudence of transactions, remittances by local central banks and normal restrictions applicable to domestic entities towards foreign direct investments.
• E Protective rights of non-controlling interests are confined to the extent attributable to minority stakeholders which are more or less common in international context.

66 Additional information as required by paragraph 2 of the general instructions for preparation of consolidated financial statements to Schedule III to the Act:

Name of entity in the Group	Net assets (total assets minus total liabilities)			Share in profits or (loss) Share in Other Comprehensive Income (OCI)			Share in Total Comprehensive Income (TCI)
	As % of Consolidated net assets	Amount	As % of Consolidated profit or (loss)	Amount	As % of Consolidated OCI	Amount	As % of Consolidated TCI	Amount
1	2	3	4	5	6	7	8	9
Holding Company
Dabur India Limited	68.87%	4,574.23		80.83% 1,170.35	7.23%	7.50		75.91% 1,177.85
Subsidiaries
Indian
H & B Stores Limited	0.31%	20.90	(0.71%)	(10.28)	(0.06%)	(0.06)	(0.67%)	(10.34)
Foreign
Dermoviva Skin Essentials INC	7.18%	476.68	3.10%	44.90	(8.91%)	(9.24)	2.30%	35.66
Dabur International Limited	26.81%	1,780.52	9.64%	139.64	62.20%	64.50	13.16%	204.14
Naturelle LLC	0.46%	30.42	0.41%	5.88	3.51%	3.64	0.61%	9.52
Dabur Egypt Limited	3.23%	214.71	3.39%	49.14	30.67%	31.81	5.22%	80.95
African Consumer Care Limited	0.56%	37.41	(0.02%)	(0.30)	(3.22%)	(3.34)	(0.23%)	(3.64)
Dabur Nepal Private Limited	5.60%	371.67	2.42%	35.01	-	-	2.26%	35.01
Asian Consumer Care Private Limited	1.31%	86.75	0.45%	6.53	6.52%	6.77	0.86%	13.29
Dabur (UK) Limited	0.05%	3.57	(0.00%)	(0.02)	0.17%	0.18	0.01%	0.16
Hobi Kozmetik	1.53%	101.47	1.99%	28.87	(5.70%)	(5.91)	1.48%	22.96
RA Pazarlama	0.29%	19.29	0.54%	7.76	(1.02%)	(1.06)	0.43%	6.70

	Corporate Corporate	Board & Board &	Financial Financial
Dabur India Limited Dabur India Limited Annual Report 2019-20 Annual Report 2019-20	Overview Overview	Management Reports Management Reports	Statements Statements	341 341

Name of entity in the Group	Net assets (total assets minus total liabilities)		Share in profits or (loss)		Share in Other Comprehensive Income (OCI)		Share in Total Comprehensive Income (TCI)
	As % of Consolidated net assets	Amount	As % of Consolidated profit or (loss)	Amount	As % of Consolidated OCI	Amount	As % of Consolidated TCI	Amount
1	2	3	4	5	6	7	8	9
Dabur Lanka Private Limited	1.04%	69.15	0.10%	1.40	1.67%	1.73	0.20%	3.13
Namaste Laboratories LLC	1.86%	123.88	1.34%	19.38	11.61%	12.04	2.03%	31.42
Urban Laboratories International LLC	(0.31%)	(20.42)	(0.21%)	(3.06)	(0.66%)	(0.68)	(0.24%)	(3.74)
Dabur Consumer Care Lanka Pvt. Ltd.	0.03%	2.03	(0.00%)	(0.02)	0.03%	0.03	0.00%	0.01
Healing Hair Laboratories International LLC	-	-	-	-	-	-	-	-
Hair Rejuvenation & Revitalization Nigeria Limited	0.04%	2.36	0.08%	1.20	(0.17%)	(0.18)	0.07%	1.02
Dabur Tunisie	0.01%	0.48	(0.01%)	(0.13)	0.05%	0.05	(0.01%)	(0.08)
Asian Consumer Care Pakistan Private Limited	0.27%	18.25	0.68%	9.78	(0.55%)	(0.57)	0.59%	9.21
Dabur Pakistan Private Limited	(0.01%)	(0.35)	(0.06%)	(0.84)	(0.02%)	(0.02)	(0.06%)	(0.86)
Dabur Pars	0.20%	13.49	(0.22%)	(3.17)	2.98%	3.09	(0.01%)	(0.08)
Dabur South Africa (PTY) Limited	0.21%	13.88	(0.01%)	(0.14)	(1.61%)	(1.67)	(0.12%)	(1.81)
D & A Cosmetics Proprietary Limited	0.18%	11.92	(0.18%)	(2.63)	(2.84%)	(2.94)	(0.36%)	(5.57)
Atlanta Body and Health Products Proprietary Limited	0.01%	0.44	(0.01%)	(0.08)	(0.03%)	(0.03)	(0.01%)	(0.11)
Excel Investment FZC	(0.06%)	(3.76)	-	-	(3.91%)	(4.05)	(0.26%)	(4.05)
Non-controlling interests
Subsidiaries
Foreign
Dabur Nepal Private Limited	0.14%	9.07	0.06%	0.90	-	-	0.06%	0.90
Asian Consumer Care Private Limited	0.41%	27.39	0.14%	2.06	2.04%	2.11	0.27%	4.17
Joint venture
Indian
Forum I Aviation Private Limited	0.08%	5.29	(0.00%)	(0.01)	-	-	(0.00%)	(0.01)
Inter-company eliminations		(20.30%) (1,348.51)	(3.74%)	(54.20)	-	-	(3.49%)	(54.20)
Total	100.00%	6,642.21	100.00% 1,447.92		100.00%	103.70	100.00% 1,551.62

• 67 The outbreak of Covid-19 pandemic is causing significant disturbance and slowdown of economic activities globally. The nationwide lockdown ordered by the Government of India has resulted in significant reduction in economic activities and also the business operations of the Group in terms of sales and production. The Management has considered the possible effects that may result from the pandemic on the recoverability/carrying value of the assets. Based on the current indicators of future economic conditions, the management expects to recover the carrying amount of the assets, however the Management will continue to closely monitor any material changes to future economic conditions. Given the uncertainties, the final impact on Group's assets in future may differ from that estimated as at the date of approval of these financial statements.
• 68 In the opinion of the Board of Directors, current assets have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet and provisions for all known / expected liabilities have been made.

As per our report of even date attached.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors Chartered Accountants Firm's Registration No.: 001076N/N500013

Partner Chairman Whole Time Director Whole Time Director Membership No.:501531 DIN: 00042050 DIN: 08346826 DIN: 00021581

Date : 27 May, 2020 M. No.: FCS 4311

Anupam Kumar Mr. Amit Burman Mohit Malhotra P.D. Narang

Ashok Kumar Jain Lalit Malik

Place: New Delhi EVP (Finance) and Company Secretary Chief Financial Officer

Form AOC-I Statement containing salient features of financial statements of Subsidiaries / Associates / Joint Ventures (Pursuant to first proviso to Sub-Section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014)

	Part A : Subsidiaries
1	2	3	4	5		6	7	8	9	10	11	12	13	14	15	16
				the case of foreign exchange rate as financial year in on the last date of the relevant currency and subsidiaries Reporting
SI. No.	Name of Subsidiary	Acquisition of Control Date of	holding company's different from the Reporting period of the subsidiary reporting period concerned, if	Currency	Rate	Share Capital	Reserves & Surplus	Assets Total	Liabilities Total	Investments	Turnover	taxation before Profit	Provision taxation for	taxation Profit after	Proposed dividend	shareholding % of
1	H & B Stores Ltd.	14/05/2007	NA	INR	1.00	29.65	-8.75	140.64	119.74	-	125.21	-10.28	-	-10.28	-	100%
2	Dermoviva Skin Essentials INC	01/04/2009	NA	USD	75.55	544.45	-67.78	494.02	17.34	492.64	49.00	44.90	-	44.90	-	100%
3	Dabur International Ltd.	14/09/2003	NA	AED	20.57	12.95	1,767.57	2,173.56	393.04	1,491.92	909.03	139.68	0.04	139.64	-	100%
4	Naturelle LLC	12/12/2006	NA	AED	20.57	3.93	26.49	358.41	327.99	-	533.01	5.88	-	5.88	-	100%
5	Dabur Egypt Ltd.	04/07/1994	NA	EGP	4.80	0.90	213.81	290.61	75.90	8.36	324.56	65.75	16.61	49.14	-	100%
6	African Consumer Care Ltd.	11/06/2004	NA	NGN	0.21	50.24	-12.83	48.83	11.42	-	61.31	-0.30	-	-0.30	-	100%
7	Dabur Nepal Pvt. Ltd.	11/09/1992	NA	NPR	0.63	4.99	375.75	521.90	141.16	-	615.00	43.46	7.55	35.91	-	97.5%
8	Asian Consumer Care Pvt. Ltd.	14/09/2003	NA	BDT	0.89	31.84	82.30	244.43	130.29	-	106.93	12.02	3.43	8.59	-	76%
9	Dabur UK Ltd.	12/05/1994	NA	USD	75.55	1.62	1.95	3.56	-	1.51	-	-0.02	-	-0.02	-	100%
10	Hobi Kozmetik	07/10/2010	NA	TRL	11.5	41.02	60.45	172.30	70.83	-	274.78	35.48	6.61	28.87	-	100%
11	RA Pazarlama	07/10/2010	NA	TRL	11.5	2.48	16.81	49.97	30.68	-	160.42	10.22	2.46	7.76	-	100%
12	Dabur Lanka Pvt. Ltd.	05/07/2011	NA	LKR	0.4	90.82	-21.67	74.64	5.49	-	63.19	1.93	0.53	1.40	-	100%
13	Namaste Laboratories LLC	01/01/2011	NA	USD	75.55	-	123.88	303.36	179.48	-	407.80	19.38	-0.00	19.38	-	100%
14	Urban Laboratories International LLC	01/01/2011	NA	USD	75.55	-	-20.42	33.53	53.95	-	43.36	-3.06	-	-3.06	-	100%
15	Dabur Consumer Care Pvt. Ltd.	19/04/2013	NA	LKR	0.4	6.01	-3.98	3.92	1.88	-	0.21	-0.02	-	-0.02	-	100%
16	Hair Rejuvenation & Revitalization Nigeria Ltd.	01/01/2011	NA	NGN	0.21	-	2.35	7.53	5.17	-	36.24	1.65	0.45	1.20	-	100%
17	Dabur Tunisie	17/12/2013	NA	TND	26.33	7.26	-6.78	0.81	0.33	-	-	-0.13	-	-0.13	-	100%
18	Asian Consumer Care Pakistan Pvt. Ltd.*	11/05/2006	NA	PKR	0.46	5.40	12.85	26.60	8.35	-	67.61	13.36	3.58	9.78	-	0%
19	Dabur Pakistan Pvt. Ltd.*	24/08/2015	NA	PKR	0.46	0.31	-0.66	3.78	4.13	-	6.93	-0.72	0.12	-0.84	-	0%
20	Dabur PARS	31/05/2016	NA	IRR	0.00	12.50	0.99	23.00	9.50	-	14.09	-2.95	0.22	-3.17	-	100%
21	Dabur South Africa (PTY) Ltd.	14/07/2016	NA	ZAR	4.22	20.49	-6.61	32.11	18.23	-	36.81	-0.14	-	-0.14	-	100%
22	Healing Hair Laboratories International LLC	01/01/2011	NA	USD	75.55	-	-	-	-	-	-	-	-	-	-	100%
23	Atlanta Body & Health Products Proprietary Ltd.	05/04/2018	NA	ZAR	4.22	-	0.44	1.00	0.55	-	-	-0.08	-	-0.08	-	100%
24	D & A Cosmetics Proprietary Ltd.	05/04/2018	NA	ZAR	4.22	-	11.92	18.39	6.47	-	8.82	-2.63	-	-2.63	-	100%
25	Excel Investments FZC*	20/08/2019	NA	AED	20.57	0.29	-4.05	7.30	11.06	6.99	-	-	-	-	-	0%
	* Subsidiary through control by management w.e.f. 20 August, 2019

Part B: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate companies and Joint ventures.

	Name of Joint Venture	Forum I Aviation Pvt. Limited
1	Latest audited Balance Sheet Date	31-Mar-19
2	Date on which the Joint Venture was acquired	28-Jul-08
3	Shares of Joint Venture held by the company on the year end
	No.	74,87,251
	Amount of Investment in Joint Venture	6.99
	Extent of Holding (%)	20.00
4	Description of how there is significant influence	Not Applicable
5	Reason why the Joint venture is not consolidated	Not Applicable
6	Networth attributable to Shareholding as per latest audited Balance Sheet	12.28
7	Loss for the year (Share of Group)	0.01
	i. Considered in Consolidation	0.01
	ii. Not Considered in Consolidation	-

For and on behalf of the Board of Directors

Mr. Amit Burman Mohit Malhotra P.D. Narang

Date : 27 May, 2020 M. No.: FCS 4311

Chairman Whole Time Director Whole Time Director DIN: 00042050 DIN: 08346826 DIN: 00021581

Ashok Kumar Jain Lalit Malik

Place: New Delhi EVP (Finance) and Company Secretary Chief Financial Officer

Notice of Annual General Meeting

Notice is hereby given that the 45th Annual General Meeting (AGM) of the members of Dabur India Limited will be held on Thursday, 3rd September, 2020 at 3.00 p.m (IST) by way of Video Conferencing (VC) / Other Audio Visual Means ("OAVM")) to transact the following businesses:

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the audited standalone financial statements of the Company for the financial year ended 31st March, 2020 and the reports of the Board of Directors and Auditors thereon.
• 1. To receive, consider and adopt the audited consolidated financial statements of the Company for the financial year ended 31st March, 2020 and the report of Auditors thereon.
• 1. To confirm the interim dividend already paid and declare final dividend on equity shares for the financial year ended 31st March, 2020.
• 1. To appoint a Director in place of Mr. Amit Burman (DIN: 00042050) who retires by rotation and being eligible offers himself for re-appointment.
• 1. To appoint a Director in place of Mr. Saket Burman (DIN: 05208674) who retires by rotation and being eligible offers himself for re-appointment.

SPECIAL BUSINESS:

1. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 & the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration payable to M/s Ramanath Iyer & Co., Cost Accountants, having Firm Registration No. 000019, appointed by Board of Directors of the Company as Cost Auditors to conduct the Audit of the cost records of the Company for the financial year 2020-21 amounting to Rs.5.16 lacs plus applicable taxes and re-imbursement of out of pocket expenses incurred by them in connection with the aforesaid audit as recommended by the Audit Committee and approved by the Board of Directors of the Company, be and is hereby ratified, confirmed and approved."

Date : 27 May, 2020 By Order of the Board Place: New Delhi for DABUR INDIA LIMITED

Regd. Office: (A K JAIN)

8/3, Asaf Ali Road, E V P (Finance) & Company Secretary New Delhi - 110 002 (Membership No. F4311)

NOTES:

• 1. The relevant explanatory statement pursuant to Section 102 of the Companies Act, 2013 (the "Act") in respect of item no.6 of the Notice set out above is annexed herewith.
• 1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its circular dated May 5, 2020 read with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as "MCA Circulars") permitted the holding of the AGM through VC / OAVM, without the physical presence of Members. In compliance with the provisions of the Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and MCA Circulars, the AGM of the Company is being held through VC / OAVM. The deemed venue for the AGM shall be the Registered Office of the Company.
• 1. ALTHOUGH, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND ON A POLL TO VOTE INSTEAD OF HIMSELF/ HERSELF, BUT SINCE THIS MEETING IS BEING HELD THROUGH VC/OAVM UNDER THE FRAMEWORK OF MCA CIRCULARS ON ACCOUNT OF THREAT POSED BY COVID-19, WHERE PHYSICAL PRESENCE OF MEMBERS HAS BEEN DISPENSED WITH, THE FACILITY OF APPOINTMENT OF PROXY WILL NOT BE AVAILABLE. AND HENCE THE PROXY FORM AND ATTENDANCE SLIP ARE NOT ANNEXED HERETO.
• 1. Since the AGM will be held through VC / OAVM, the Route Map is not annexed to this Notice.
• 1. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI, etc.) shall send scan of certified true copy of the Board Resolution/ Authority letter etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Company at investors@dabur.com to attend the AGM.
• 1. In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12, 2020, Notice of the AGM along with the Annual Report 2019-20 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. The Notice of 45th AGM and the Annual Report 2019-20 will also be available on the Company's website www.dabur.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of RTA- KFin Technologies Pvt. Ltd. ("KFin") (earlier Karvy Fintech Pvt. Ltd.) athttps://evoting.karvy.com or https://emeetings.kfintech.com/. Shareholders are requested to follow the process as guided below to enable the Company to capture the email address and mobile number for sending the soft copy of the notice and e-voting instructions along with the User ID and Password.

Physical Holding: Member may send an e-mail request to the Company at investors@dabur.com or to its RTA - KFin at einward.ris@kfintech.com along with

• scanned copy of the signed request letter mentioning your Name, Folio Number, Share certificate number, complete address, email address and mobile number, and
• scanned copy of self-attested PAN card

Demat Holding: Members holding shares in dematerialized mode are requested to register / update their email addresses with their relevant Depository Participant.

Alternatively, (for temporary registration for forthcoming 45th AGM only) member may follow the process mentioned above under- Physical Holding and send 16 digit DPID & Client ID in place of Folio No. along with scanned copy of self-attested Client Master copy or consolidated Demat Account Statement.

In case of any queries / difficulties in registering the e-mail address, Members may write to investors@dabur.com or einward.ris@kfintech.com.

• 1. The Share Transfer Books and Register of Members of the Company will remain closed from Monday, 17th August, 2020 to Friday, 21st August, 2020 (both days inclusive).
• 1. A) Kindly note that as per Listing Regulations it is mandatory for the company to print the bank account details of the investors in dividend payment instrument. Hence, you are requested to register/update your correct bank account details with the Company/RTA/Depository Participant, as the case may be.
• B) Shareholders are requested to follow the process as guided below to register their mandate for receiving Dividend directly in their Bank accounts.

Physical Holding: Members may send following details / documents by email to the Company at investors@dabur. com or to its RTA at einward.ris@kfintech.com

• scanned copy of duly filled and signed request letter (ECS Mandate, which is also available on Companys website at [www.dabur.com](http://www.dabur.com) underShareholder Servicesin theInvestorsection) which shall contain Members Name, Folio Number, Address registered with Company, Bank Details (Bank name, Branch, Address, Account No., Account Type, MICR No., IFSC Code)
• scanned copy of self-attested PAN card
• scanned copy of self-attested address proof (such as Driving License, Bank Statement, Election Card, Passport, AADHAR Card) in support of address registered with Company.
• scanned copy of self-attested cancelled cheque bearing name of member or first holder in case shares are in joint name. In case the cancelled cheque leaf does not bear

your name, please attach a self-attested copy of your bank pass-book statement page which bears your name.

Demat Holding: Members holding shares in dematerialized mode are requested to register / update their Bank details with their Depository Participant.

• C. Kindly note that as per MCA circular dated May 5, 2020, with respect to payment of dividend, in case of shareholders whose bank accounts details are not available, Company shall upon normalization of the postal services, dispatch the dividend warrant/ cheque to such shareholder by post.
• 1. Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their PAN with the Company/ RTA (in case of shares held in physical mode) and depositories (in case of shares held in demat mode). A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by email to the Company at investors@dabur.com or to its RTA at einward.ris@kfintech.com by 24th August, 2020. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%. Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending an email to the Company or its RTA at email address mentioned above. The aforesaid declarations and documents need to be submitted by the shareholders latest by August 24, 2020. Full details in this regard are available on the website of the Company at www.dabur.com under Shareholder Services in the Investor section.
• 1. All dividends remaining unclaimed and unpaid for a period of seven years from the date it is lying in the unpaid dividend account, is required to be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government. Accordingly, till date the Company has transferred to IEPF the unclaimed and unpaid amount pertaining to dividends declared up to the financial year 2012-13 (only interim for FY 2012-13). Members who have not yet en-cashed their dividend warrants for the financial year 2012-13 (final dividend) onwards are requested to make their claims to the Company immediately. 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. However, this amount can be claimed from IEPF Authorities only after complying with the procedure specified for it.

Further, the information regarding unclaimed dividend in respect of dividends declared up to the financial year 2018-19 and updated upto the date of 44th AGM held on 30th August, 2019 has been uploaded on the website of the Company www.dabur.com under 'Investor' section. The said information was also filed with MCA which is available on their website at www.iepf.gov.in. Further, as per the requirement of Section 124(2) of the Act, the Company has uploaded the details of unclaimed dividend in respect of interim dividend declared during the financial year 2019-20, on the website of the Company. Shareholders may kindly check the said information and if any dividend amount is appearing as unpaid against their name, they may lodge their claim, duly supported by relevant documents to the Company.

Also, in terms of Section 124(6) of the Act, read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more are required to be credited to the Demat Account of Investor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred. Accordingly, equity shares which were/ are due to be so transferred, have been/ shall be transferred by the Company to the Demat Account of IEPFA. Upon transfer of such shares, all benefits (like bonus, etc.), if any, accruing on such shares shall also be credited to the Demat Account of IEPFA and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which are transferred to the Demat Account of IEPFA can be claimed back by the shareholder from IEPFA by following the procedure prescribed under the aforesaid rules. Details of shares transferred to the Demat Account of IEPFA have been uploaded by the company on its website at www. dabur.com. Shareholders may kindly check the same and claim back their shares. Therefore, it is in the interest of shareholders to regularly claim the dividends declared by the Company.

• 1. Members holding share certificate(s) in multiple accounts in identical names or joint accounts in the same order of names, are requested to apply to Company`s RTA- for consolidation of such shareholding into one account.
• 1. The shares of the Company are under compulsory Demat trading. Also, as per Listing Regulations, securities of listed companies can only be transferred in dematerialized form w.e.f. 1 April, 2019 except in case of transmission or transposition of securities. Therefore, Members holding shares in physical form are advised to convert their shares into dematerialized form in their own interest and convenience purpose.
• 1. All the documents referred to in the accompanying notice shall be available for inspection from the date of circulation of this notice up to the date of AGM. These documents along with the extracts from Register of Directors and Key Managerial Personnel & their shareholding and the Register of Contracts & Arrangements in which directors are interested shall be available for inspection in electronic mode during the meeting to any person having right to attend the meeting and same may be accessed upon log-in to https:// evoting.karvy.com/ or https://emeetings.kfintech.com/
• 1. In case you have any query relating to the Annual Accounts you are requested to send the same to the Company Secretary at investors@dabur.com 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.
• 1. As required under Listing Regulations and Secretarial Standards-2 on General Meetings details in respect of directors seeking re-appointment at the AGM, is separately annexed hereto as Annexure 1. Directors seeking reappointment have furnished requisite declarations under section 164(2) and other applicable provisions of the Act, including rules framed there under and the Listing Regulations.
• 1. 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, 2014 and in accordance with the resolutions passed in the General Body Meetings will be available for inspection in electronic mode during the meeting to any person having right to attend the meeting and same may be accessed upon log-in to https://evoting. karvy.com/ or https://emeetings.kfintech.com/
• 1. 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, as permitted under Section 72 of the Act, are requested to submit to the RTA of the Company the prescribed Form SH.13 for nomination and Form SH.14 for cancellation/ variation, as the case may be. The Forms can be downloaded from Company`s website www.dabur.com. Members holding shares in demat mode may contact their respective Depository Participant for availing this facility.

18. Voting through electronic means

i) Pursuant to the provisions of Section 108 of the Act read with the Companies (Management and Administration) Rules, 2014, applicable Secretarial Standards and the Listing Regulations a member of the Company holding shares either in physical form or in dematerialized form, shall exercise his/her right to vote by electronic means (e-voting) in respect of the resolution(s) contained in this notice.

• ii) The Company is providing e-voting facility to its members to enable them to cast their votes electronically. The Company has engaged the services of KFin as the Authorised Agency to provide remote e-voting facility (i.e. 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).
• iii) Further, facility for e-voting shall also be made available at the AGM (through insta poll) and members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right to vote at the meeting through insta poll.
• iv) The members who have cast 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. In case vote is cast by both the modes, then vote cast by remote e-voting prior to the meeting shall prevail.
• v) The Board of Directors have appointed CS Navneet Arora, Company Secretary in practice (Certificate of practice No. 3005 and Managing Partner of M/s Navneet K Arora & Co LLP (Registration No. LLPIN-AAJ-0972) and failing him Mr. Arvinder Singh Kindra, Company Secretary in practice (Certificate of practice No. 17737 and Partner of M/s Navneet K Arora & Co LLP) as the Scrutinizers, for conducting the e-voting (insta poll) and remote e-voting process in a fair and transparent manner.
• vi) The cut-off date for the purpose of voting (including remote e-voting) is 27th August, 2020.
• vii) Members are requested to carefully read the instructions for remote e-voting before casting their vote. A person who is not a member as on the cut-off date should treat this notice for information purposes only.
• viii) 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	09:00 a.m. (IST) on
e-voting	31st August, 2020
End of remote e-voting	05:00 p.m. (IST) on 2nd September, 2020

• ix) The procedure and instructions for remote e-voting are as under:
• a) Open your web browser during the voting period by typing the URL: https://evoting.karvy.com
• b) Enter the login credentials (i.e. User ID and password mentioned in the email forwarding the Notice of AGM. The said login credentials shall be valid only in case you continue to hold the shares on the cut-off date). Your Folio No. /DP ID Client

ID will be your User ID. However, if you hold shares in demat form and you are already registered with KFin for remote e-voting, you shall use your existing User ID and password for casting your vote.

• c) Any person, who acquires shares of the Company and becomes member of the Company after dispatch of the Notice of AGM and holding shares as on the cutoff date i.e. 27th August, 2020 may obtain the User ID and password in the manner as mentioned below:
• If the mobile number of the member is registered against shares held in demat form, the member may send SMS: MYEPWD DP ID Client ID to 9212993399

Example for NSDL: MYEPWD IN12345612345678

Example for CDSL: MYEPWD 1402345612345678

▪ If the mobile number of the member is registered against shares held in physical form, the member may send SMS: MYEPWD Event number+Folio No. to 9212993399 Example for Physical: MYEPWD

XXXX1234567

• If e-mail or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.karvy. com, the member may click "forgot password" and enter Folio No. or DP ID Client ID and PAN to generate a password.
• Member may call KFin`s toll free number 1-800-3454-001.
• Member may send an e-mail request to evoting@kfintech.com

If the member is already registered with KFin for remote e-voting, he can use his existing User ID and password for casting the vote without any need for obtaining a new User ID and password.

• d) After entering these details appropriately, click on "LOGIN".
• e) You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric (0-9) and a special character (@,#,\$,etc.). The system will prompt you to change your password and update your contact details like mobile number, email ID, etc. on first login. 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. It is strongly recommended that you do not share your password with any other

		Corporate	Board &	Financial
Dabur India Limited	Annual Report 2019-20	Overview	Management Reports	Statements	349

person and that you take utmost care to keep your password confidential.

• f) You need to login again with the new credentials.
• g) On successful login, the system will prompt you to select the Event Number for Dabur India Limited.
• h) On the voting page you will see the Resolution Description and the options "FOR/AGAINST/ ABSTAIN" for voting. Enter the number of shares (which represents the number of votes) as on the cut-off date under "FOR/AGAINST" or alternatively, 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 cut-off date, as mentioned above. You may also choose the option "ABSTAIN" in case you do not want to cast vote.
• i) You may then cast your vote by selecting an appropriate option and click on "Submit".
• j) A confirmation box will be displayed. Click "OK" to confirm else "CANCEL" to modify. Once you confirm, you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).
• k) Members holding multiple folios / demat accounts shall choose the voting process separately for each of the folios / demat accounts.
• l) Corporate / Institutional Members (i.e. other than Individuals, HUF, NRI, etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution / Authority Letter, etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer at e-mail id: info@navneetaroracs.com with a copy to evoting@kfintech.com. The scanned image of the above mentioned documents should be in the naming format "Corporate Name EVENT NO."
• m) Once the vote on a resolution is casted by a Member, the Member shall not be allowed to change it subsequently. Further, the Members who have casted their vote through remote e-voting shall not be allowed to vote again at the Meeting.
• n) In case of any query pertaining to e-voting, please contact KFin`s toll free no. 1-800-3454-001 or visit the FAQ's section available at KFin's website https://evoting.karvy.com.
• o) In case of grievances connected to the remote e-voting, please contact Mr. Ravuri Vijay, Deputy Manager at KFin Technologies Private Limited, Selenium Building, Tower B, Plot 31&32, Gachibowli, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad – 500032 at email id einward. ris@kfintech.com, contact no. - 040-6716 2222.

19. Attending the AGM through VC / OAVM

The Company will be providing VC/AOVM facility to enable the members to attend the AGM. Members who are entitled to participate in the AGM can attend the AGM or view the live webcast of AGM by logging on to the website of KFin at https://emeetings.kfintech.com/ by using their remote e-voting credentials.

• a) Members are requested to follow the procedure given below:
• i. Launch internet browser (chrome/firefox/safari) by typing the URL: https:// emeetings.kfintech.com
• ii. Enter the login credentials (i.e., User ID and password for e-voting).
• iii. After logging in, click on "Video Conference" option
• iv. Then click on camera icon appearing against AGM event of Dabur India Limited, to attend the Meeting.
• b) Members who do not have User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the procedure given in the E-voting instructions.
• c) Members are advised to use stable Wi-Fi or LAN connection to ensure smooth participation at the AGM. Participants may experience audio/video loss due to fluctuation in their respective networks.
• d) Members who would like to express their views or ask questions during the AGM may register themselves by logging on to https://emeetings.kfintech. com and clicking on the 'Speaker Registration' option available on the screen after log in. The Speaker Registration will be open from 27/8/2020 (9:00 a.m. IST) to 29/8/2020 (5:00 p.m. IST). Only those members who are registered will be allowed to express their views or ask questions. The Company reserves the right to restrict the number of questions and number of speakers, depending upon availability of time as appropriate for smooth conduct of the AGM.
• e) The Members can join the AGM 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.
• a. Upto 1000 Members will be allowed to attend the AGM through VC / OAVM on first come, first served basis.
• b. No restrictions on account of First come first served basis entry into AGM will be applicable to large shareholders (shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc.
• c. Members under the category of Institutional Investors are encouraged to attend and vote at the AGM.

• d. Members who need assistance before or during the AGM, can contact KFin on 040 –6716 2222 or call on toll free 1-800-34-54-001. Kindly quote your name, DP ID-Client ID / Folio no. and E-voting Event Number in all your communications.
• 1. Members attending the AGM through VC / OAVM shall be reckoned for the purpose of quorum under Section 103 of the Act.

21. E-voting (insta poll) at the Meeting

After the items of Notice have been discussed, e-voting through insta poll will be conducted under the supervision of the scrutinizer appointed for voting. A person, 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 27th August, 2020 and who have not cast their vote by remote e-voting, and being present in the AGM, shall be entitled to vote at the AGM.

In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the AGM.

Facility to cast vote through Insta Poll will be made available on the Video Conferencing screen and will be activated once the Insta Poll is announced at the Meeting.

• 1. 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 27th August, 2020.
• 1. The Scrutinizer shall after the conclusion of voting at AGM, first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and will make, not later than 48 hours of the conclusion of AGM, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, forthwith to the Chairman of the Company or in his absence to the Group Director – Corporate Affairs, who shall countersign the Scrutinizer's Report and shall declare the result forthwith.
• 1. The Scrutinizer`s decision on the validity of the vote shall be final and binding.
• 1. The result declared along with the Scrutinizers report shall be placed on the website of the Company ([www.](http://www.dabur.com) [dabur.com\)](http://www.dabur.com) and on KFins website (https://evoting.karvy. com) immediately after the result is declared and shall simultaneously be forwarded to National Stock Exchange of India Limited and BSE Limited, the Stock Exchanges where the Company`s shares are listed.
• 1. The recorded transcript of the AGM shall be maintained by the Company and also be made available on the website of the Company www.dabur.com in the Investor Section, at the earliest soon after the conclusion of the Meeting.
• 1. 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.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 6

The Board of Directors of the Company on the recommendation of Audit Committee, has approved the appointment and remuneration of M/s Ramanath Iyer & Co., Cost Accountants, to conduct the audit of the cost records of the Company for the financial year 2020-21.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rules thereunder, the remuneration payable to the Cost Auditors is required to be ratified by the members of the Company. Accordingly, 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 2020-21 as set out in the resolution for the aforesaid services to be rendered by them.

None of the Directors and Key Managerial Personnel of the Company (including relatives of Directors and Key Managerial Personnel) are in any way, whether financially or otherwise, concerned or interested, in the said resolution.

The Board of Directors recommend the Ordinary Resolution as set out at item No. 6 of the Notice for approval by the members.

	Corporate	Board &	Financial
Dabur India Limited Annual Report 2019-20	Overview	Management Reports	Statements	351

Annexure 1

DETAILS OF DIRECTORS SEEKING RE-APPOINTMENT IN ANNUAL GENERAL MEETING FIXED FOR 3rd SEPTEMBER, 2020

Name of the Director	Mr. Amit Burman	Mr. Saket Burman
Directors Identification Number (DIN)	00042050	05208674
Date of Birth	16.07.1969	10.03.1977
Date of appointment	01.11.2001	31.01.2012
Qualification	MBA, Cambridge University, England	BBA in Marketing and Finance from the University of Wisconsin, Madison
Experience & Expertise in specific functional areas	Amit Burman was the brain behind Dabur's foray into the processed foods sector and pioneered the concept of packaged fruit juices in India with the launch of Réal. He is an entrepreneur with an eye for identifying emerging business opportunities. As the Chairman of Dabur India Ltd he is now involved in steering the company's burgeoning consumer products business besides identifying newer growth avenues for the Company. Outside Dabur too, he has successfully identified and ventured into key growth sectors. He is India's largest restaurateur with his food retailing venture Lite Bite Foods, which has a network of over 100 restaurants across the globe. This venture manages Food Courts at leading malls, besides operating Quick Service Restaurants (QSRs) and casual dining outlets at a wide range of locations. With a host of business ventures in the Food sector, he is also known as India's first Food Entrepreneur. He forayed into the sports sector with a series of ventures like Poker Sports League in India and has also formed Ultimate Kho Kho, a professional Kho Kho league. He has also been investing in start-ups, the latest of them being an emotional and mental wellness platform No Worry No Tension Healthcare (NWNT). He has also been involved with several philanthropic and CSR initiatives.	Has started up a number of Companies in different industries in the UAE in sectors viz IT, Real Estate and General Trading. He also serves as a member or as an advisor on a number of entrepreneurial and angel investing groups.
Terms and conditions for appointment / re-appointment	As per Companys Policy on appointment of<br>Board Members | As per Companys Policy on appointment of Board Members
Remuneration last drawn	Nil	Nil
Shareholding in the company as on 31.03.2020 (in individual capacity of on beneficial basis for any other person)	Nil	3,00,000 equity shares of Re.1/ each
Relationship with other directors and KMPs of the Company	None	None

Name of the Director	Mr. Amit Burman	Mr. Saket Burman
Number of Board meetings attended during the year	Five out of five	Five out of five
List of Companies in which outside directorships in Indian Companies held as on 31.03.2020	1. Kho Kho Sports League Pvt. Ltd. 2. A.B. Propmart Pvt. Ltd. 3. Chowdry Associates 4. Dabur Securities Pvt. Ltd. 5. Gyan Enterprises Pvt. Ltd 6. HMS Host & Lite Bite Pvt. Ltd 7. Lite Bite Foods Tres Pvt. Ltd. 8. Lite Bite Foods Pvt. Ltd 9. Lite Bite Travel Foods Pvt. Ltd. 10. Mind sports league Pvt. Ltd 11. Natures Bounty Wines and Allied Products Pvt. Ltd. 12. Oriental Structural Engineers Pvt. Ltd. 13. Ratna Commercial Enterprises Pvt. Ltd. 14. Talbros Automotive Components Ltd. 15. H&B Stores Ltd. 16. Sportzsquare Ventures Pvt Ltd.	a. Chowdry Associates b. Ritz Private Limited
Chairman/member in Committees of Board of Directors of other Indian Public Companies as on 31.03.2020	Talbros Automative Components Ltd. z Audit Committee –member z Nomination and Remuneration Committee – member z CSR Committee- member	- Nil

Dabur India Limited 8/3, Asaf Ali Road, New Delhi - 110002, India Website: www.dabur.com | E-mail: corpcomm@dabur.com Email for Investors: investors@dabur.com