Dabur India Ltd. — Audit Report / Information 2021

Jul 28, 2021

Ref: SEC/SE/2021-22 Date: May 28, 2021

Scrip Symbol: NSE- DABUR, BSE Scrip Code: 500096 india Lid.

To, BSE Ltd xchange Plaza, 5th Floor Dalal Street, Mumbai- 400001 Bandra (1), Mumbai - 400051

Corporate Relation Department National Stock I'xchange of India I.td Phiroze Jecjecbhoy Towers Plot No. C/1, G Block Bandra - Kurla Complex

Sub: Annual Secretarial Compliance Report for the Financial Year 2020-21

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 2020-21 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

.

(A K Jin) Executive V P (Finance) and Company Secretary

incl: as above

DABUR INDIA LIMITED, Punjabi Bhawan, 10, Rouse Avenue, New Delhi-110 002, Tel.: +91 11 71206000 Fax: +91 11 23222051 Regd. Office: 8/3, Asaf Ali Road, New Delhi - 110 002 (India) PAN: AAACD0474C, CIN: L24230DL1975PLC007908, Email: corpcomm@dabur.com, Website: www.dabur.com

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SECRETARIAL COMPLIANCE REPORT

To The Board of Directors Dabur India Limited 8/3, Asaf Ali 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, 2021 ("Review Period") in respect of compliance with the provisions of:

• (a) the Securities and Exchange Board 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;
• (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.

RUPESH AGARWAL Digitally signed by RUPESH AGARWAL Date: 2021.05.06 14:40:47 +05'30'

• (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 to the extent of Regulation 76 of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018
• (j) 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; Not Applicable during the period under review.
• (l) 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 Practice relating to Securities Market) Regulations, 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:-

S.No	Compliance Requirement	Deviations	Observations
	(Regulations/ circulars /		/ Remarks of
	guidelines including		the
	specific clause)		Practicing
			Company
			Secretary
		Nil

• (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.
• (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. No.	Action taken by	Details of violation	Details of action taken E.g. fines, warning letter, debarment, etc.	Observation s/ remarks of the Practicing Company Secretary, if any.
	Nil

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

Sr. No.	Observations of the Practicing Company Secretary in the previous reports	Observations made in the secretarial compliance report for the year ended… (The years are to be mentioned)	Actions taken by the listed entity, if any	Comments of the Practicing Company Secretary on the actions taken by the listed entity
	Not Applicable

(e) The company has suitably included the conditions as mentioned in Para 6(A) and 6(B) of the SEBI Circular CIR/CFD/CMD1/114/2019, dated October 18, 2019 in the terms of appointment of statutory auditor of the Company.

For Chandrasekaran Associates Company Secretaries

Rupesh Agarwal Managing Partner Membership No. A16302 Certificate of Practice No. 5673 UDIN: A016302C000243925 RUPESH AGARWAL Digitally signed by RUPESH AGARWAL Date: 2021.05.06 14:41:54 +05'30'

Date: May 6, 2021 Place: Delhi

Note:

(i) 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. This Report is limited to the Statutory Compliances on laws / regulations / guidelines listed in our report of which, the due date has been ended/expired on or before March 31, 2021 pertaining to Financial Year 2020-21.