Dabur India Ltd. — Audit Report / Information 2019

May 29, 2019

Ref: SEC/SE/2019-20 Date: May 29, 2019

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

To, Corporate Relation Department BSE Ltd Phiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400001

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

Sub: Annual Secretarial Compliance Report for the Financial Year 2018 - 2019

Dear Sir(s),

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, please find attached herewith the Annual Secretarial Compliance Report for the financial year 2018-19 issued by M/s Chandrasekaran Associates, Company Secretaries, in whole time practice.

This is for your information and records.

Thanking You,

Yours faithfully,

For Dabur India Limited

(Alli^Tn) }

J-^

EVP (Rnance) and Company Secretary

Corporate Actions; Concrete Soluttons © CHflNDRffSEKfiRfiN fiSSOCIffTES

COMPANY SECRETARIES

SECRETARIAL COMPLIANCE REPORT

To The Board of Directors Dabur India Limited 8/3, Asaf Ati Road New Delhi - 110002

We M/s. Chandrasekaran Associates have examined:

• (a) All the documents and records made available to us and explanation provided by Dabur India Limited ("the listed entity"),
• (b) The filings/ submissions made by the listed entity to the stock exchanges,
• (c) Website of the listed entity,
• (d) Any other document/ filing, as may be relevant, which has been relied upon to make this certification,

for the year ended on 31st March, 2019 ("Review Period") In respect of compliance with the provisions of:

• (a) the Securities and Exchange Boanj of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines Issued thereunder; and
• (b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI"),

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, Include:-

• (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
• (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
• (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

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• (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not Applicable during the period under review.
• (e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
• (f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable during the period under review.
• (g) Securities and Exchange Board of India (Issue and Listing of Non- Convertible and Redeemable Preference Shares) Regulations, 2013; Not Applicable during the period under review.
• (h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
• (i) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
• 1. 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;
• (k) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
• (I) Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009;
• (m) Securities and Exchange Board of India (Prohibition of Fraudulent & Unfair Trade Practices relating to Securities Market) Regulation 2003;

and based on the above examination. We hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:-

.N^^o	CliRitompanceequremen	[Diatievons	lObtiservaons
	(Rlati/irla/egonsccrsuu		I/Rrkfemaso
i(g	idliinldinenescguuif)Isiclapeccseu	thjP	e
			icinctgra
			[Company
			[Staecrery

(b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from my/our examination of those records.

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(c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:

Sr.NoI	Aticonkbtaeny	Dilsfiolatitaeovon	DilsftaeotiktaconaenE. fin.ges,inarngwletter,dbt,earmentce	Obtinservao/rksremasftheoPtiingraccCompanySIftaecrery,any
		Nil

(d) The listed entity has taken the following actions to comply with the observations made in previous reports:

Sr.	btipservaons	Obtidservaonsmae	[Aioctns	ICfthnteommeso
N	<br>fhtooe	inhrilttaesecrea	b[tkenya	tiinpraccg
	Picinctgra	liartpompncerepo	[thlisdtee	ICompany
	[Company	fothdd. jreeareney	iftiteny,	(Sthtaeecreryon
	[Sitaecreryn	<br>(Thtoreeyearsa	[any	[aiokebcttansny
	jthioeprevus[rrtepos	)biodntpemene		ithlisdtitetyeen

Not Applicable during the year under review

For Chandrasekaran Associates Company Secretaries

ICWO&HI 5 .; ^ w.^

SE^/ Rupesh Agai Managing Partner Membership No. A16302 Certificate of Practice No. 5673

Date:^<f((v$-/ao(^ Place: ^^t^*