Emami Ltd — AGM Information 2020

Aug 26, 2020

Date:26tr Augus! 2020

The Secretary The Secretary The National Stock Exchange of India Ltd. BSE Limited Exchange Plaza, Plot No. C/1, G. Block Phiroze ]eejeebhoy Towers Bandra Kurla Complex, Bandra (E) Dalal Street Mumbai - 400 051 Mumbai - 400 001 Scrip Code: EMAMILTD Scrip Code :5311,62

The Secretary The Calcutta Stock Exchange Limited 7, Lyons Range Kolkata - 700 001 Scrip Code: 018136

Sub : 37th Annual General Meeting and Book Closure

Dear Sirs,

We wish to inform you that the 37th Annual General Meefing (AGM) of the Members of the Company will be held on Friday, 18th September,2020 at 1L:30 a.m. IST through Video Conferencing ("VC") / Other Audio Visual Means ('OAVM"), in conformity with the regulatory provisions and Circulars issued by the Ministry of Corporate Affairs, Government of India.

Pursuant to the provisions of section 91 of the Companies Act, 2013 the register of members and share trans{er book o{ the Company shall remain closed from Saturday, 12s September, 2020 to Friday, 18ft Septembet, 2020 (both days inclusive) for the purpose of Annual General Meeting.

This is for your in{ormation and records.

Thanking you,

Yours faithfully,

For Emami Limited

t=^^

& VP- Legal A. K. Toshi Company Secretary

regd, office:687 anandapur e. m. bypass kolkata 700107 lndia phone: 91 33 66L3 6264 tele fax: 91 33 6613 6600 e-mail: contact@emamigroup.com website: www.emamiltd.in

Corporate Identification Number: L63993WB1983PLC036030

Registered Office: Emami Tower, 687, Anandapur, E.M. Bypass, Kolkata-700107, West Bengal, India. Phone No. +91 33 66136264, tele fax: 91 33 6613 6600 website: www.emamiltd.in, e-mail: investors@emamigroup.com

Notice

NOTICE is hereby given that the 37th Annual General Meeting of the Members of Emami Limited will be held on Friday, 18th September, 2020 at 11:30 a.m. IST through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following businesses:

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended on March 31, 2020 together with the Reports of the Board of Directors and Auditors thereon and the Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2020.
• 1. To confirm the payment of two Interim Dividends aggregating to H 4 per equity share for the financial year 2019-20.
• 1. To appoint a Director in place of Shri Mohan Goenka (DIN 00150034) who retires by rotation and being eligible, offers himself for re-appointment.
• 1. To appoint a Director in place of Shri Prashant Goenka (DIN 00703389) who retires by rotation and being eligible, offers himself for re-appointment.
• 1. To appoint a Director in place of Smt. Priti A Sureka (DIN 00319256) who retires by rotation and being eligible, offers herself 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 provisions of Section 196, 197, 203 and other applicable provisions if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification or re-enactment thereof) read with Schedule V thereof, the articles of association of the Company, the recommendation of Nomination & Remuneration Committee, the consent of Members of the Company be and is hereby accorded to the re-appointment of Smt. Priti A Sureka (DIN 00319256) as a Whole-time Director of the Company for the period of five years with effect from January 30, 2020 on the terms and conditions as set out in the Explanatory Statement annexed to this Notice convening this meeting and as enumerated in the Agreement dated December 02, 2019, which has been submitted to this meeting and is also hereby specifically approved.

RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things, as it may in its absolute discretion deem necessary, proper or desirable in this regard."

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 and other applicable provisions, if any, of the Companies Act, 2013, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactments thereof for the time being in force), consent of the Company be and is hereby accorded for payment of remuneration of H1,50,000/- (Rupees One lac fifty thousand only) plus applicable taxes and out of pocket expenses for conducting audit of the cost accounting records of the Company for the financial year 2020-21 as may be applicable to the Company to M/s. V.K. Jain & Co., Cost Accountants( Firm Registration No 00049) who were re-appointed as Cost Auditors of the Company by the Board of Directors of the Company at its meeting held on 26th June 2020".

Emami Tower, 687, Anandapur Date: 26th June 2020

Registered Office: By Order of the Board

E.M. Bypass A.K. Joshi Kolkata 700107 Company Secretary & VP-Legal

Notes:

• 1. In view of the outbreak of the Covid-19 pandemic and restriction imposed on movement of peoples at several places in the country, the Ministry of Corporate Affairs ("MCA") vide its Circular No.20/2020 dated May 5, 2020 read with Circular No.14/2020 dated April 8, 2020 and Circular No.17/2020 dated April 13, 2020 (collectively referred to as "MCA Circulars") and other applicable circulars issued by the Securities and Exchange Board of India (SEBI) have permitted the holding of the Annual General Meeting ("AGM") through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and MCA Circulars, the AGM of the Company is being held through VC / OAVM.
• 1. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip including Route map are not annexed to this Notice.
• 1. The Company will conduct the AGM through VC/ OAVM from its Registered Office, i.e, Emami Tower, 687, Anandapur, E.M. Bypass, Kolkata 700107, which shall be deemed to be venue of the meeting.
• 1. Institutional/ Corporate members (i.e. other than individual / HUF, NRI, etc.) intending to send their authorized representatives to attend and vote at the Meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send, scanned certified true copy (PDF/ JPEG Format) of the Board or Governing body Resolution/ Authorization etc. authorizing their representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian,

if any, should be uploaded in PDF format on the CDSL e-voting platform for the scrutinizer to verify the same. Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at scrutinizermkb@gmail.com and to the Company at investor@emamigroup.com or to M/s Maheshwari Datamatics Pvt. Ltd., Registrar & Share Transfer Agent of the company at mdpldc@yahoo.com with a copy marked to helpdesk.evoting@cdslindia. com if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

• 1. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote electronically during the AGM.
• 1. Pursuant to the provisions of Section 91 of the Companies Act, 2013 the Register of Members and Share Transfer Book of the Company shall remain closed from Saturday, 12th September, 2020 to Friday, 18th September, 2020 (both days inclusive) for the purpose of this Annual General Meeting.
• 1. The related Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, in respect of the business under item no. 6 and 7 as set out above is annexed hereto.
• 1. M/s. S. R.Batliboi & Co. LLP, Chartered Accountants, (Firm registration No 301003E/E300005),have been appointed as the Statutory Auditors from the conclusion of 34th Annual General Meeting of the Company held on 2nd August 2017 for a period of five years upto the conclusion of 39th Annual General Meeting. As per Companies (Amendment) Act, 2017 (Section 139 of the Companies Act, 2013), notified on 7th May, 2018, the requirement of ratification of appointment of the Statutory Auditor at every Annual General Meeting has been done away with. As such, resolution for ratification of appointment of Auditor is no longer required to be passed at the Annual General Meeting.
• 1. DISPATCH OF ANNUAL REPORT THROUGH EMAIL AND REGISTRATION OF EMAIL IDs
  • In view of the prevailing situation and pursuant to the aforesaid MCA and SEBI Circulars, Notice

of the 37th AGM along with the Annual Report 2019-20 is being sent only through electronic mode to the members whose email addresses are registered with the Company or relevant Depositories. Members may also note that the Notice of the 37th AGM and the Annual Report for the Financial Year 2019-20 including therein the Audited Financial Statements will be available on the Company's website at www.emamiltd. in, websites of BSE and NSE at https://www. bseindia.com and https://www.nseindia.com, respectively and website of CDSL at https:// www.evotingindia.com for their view/download.

• Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by writing to the Company at investors@emamigroup.com along with the copy of the signed request letter mentioning the Folio No., name and address of the Member along with scanned copy of the share certificate (front/ back), self-attested copy of the PAN card, and self-attested copy of any document (eg. : Driving License / Election Identity Card / Passport) in support of the address of the Member. Members holding shares in dematerialised mode are requested to register / update their email addresses with the relevant Depository Participants. For any further clarification, the shareholders may send requests to the Company's email id: investors@ emamigroup.com

10. PROCEDURE & INSTRUCTIONS FOR E-VOTING AND JOINING THE AGM THROUGH VC/OAVM ARE AS FOLLOWS:

A. VOTING THROUGH ELECTRONIC MEANS

(a) Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, and other relevant rules made thereunder, as amended, Regulation 44 of the (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 and MCA Circulars read with SEBI Circulars, the Company has provided e-voting facility to the members using Central Depository Securities (India) Limited (CDSL) platform. All the business to be transacted at the Annual General Meeting can be transacted through electronic voting system.

(b) The remote e-voting facility will be available during the following voting period:

Commencement of	End of remote e-voting
remote e-voting
From 9.00 A.M. (IST)	Up to 5.00 P.M. (IST)
on Monday, 14th	on Thursday, 17th
September, 2020	September, 2020

• (c) A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the relevant depository as on the cut-off date, i.e. Friday, 11th September,2020 only shall be entitled to avail the facility of remote e-voting at the Meeting. A person who is not a member as on the cutoff date should treat this notice for information purpose only.
• (d) The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled upon expiry of aforesaid period.
• (e) The details of the process and the way to vote electronically on CDSL e-voting system:
  • (i) The shareholders should log on to the e-voting website https://www.evotingindia. com
  • (ii) Click on Shareholders.
  • (iii) Now Enter your User ID
    • a. For CDSL: 16 digits beneficiary ID,
    • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
    • c. Members holding shares in Physical Form should enter Folio Number registered with the Company. OR

Alternatively, if you are registered for CDSL's EASI/EASIEST e-services, you can log-in at https://www.cdslindia. com from Login - Myeasi using your login credentials. Once you successfully log-in to CDSL's EASI/ EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically.

• (iv) Next enter the Image Verification as displayed and Click on Login.
• (v) If you are holding shares in demat form and had logged on to www.evotingindia. com and voted on an earlier voting of any company, then your existing password is to be used.
• (vi) If you are a first time user, follow the steps given below:

	For Members holding shares in
	Demat Form and Physical Form
PAN	Enter your 10 digit alpha-numeric*PAN issued by Income TaxDepartment (Applicable for bothdemat shareholders as well asphysical shareholders)• MemberswhohavenotupdatedtheirPANwiththe Company/ DepositoryParticipant are requested touse the first two letters of theirname and the 8 digits of thesequence number in the PANfield.
	• In case the sequence numberis less than 8 digits enter theapplicablenumberof0'sbefore the number after thefirst two characters of thename in CAPITAL letters. Eg. Ifyour name is Ramesh Kumarwith sequence number 1 thenenter RA00000001 in the PANfield.
Dividend	Enter the Dividend Bank Details
Bank DetailsOR Date ofBirth (DOB)	or Date of Birth (in dd/mm/yyyyformat)asrecordedinyour demat account or in thecompany records in order tologin.• If both the details are notrecorded with the depositoryor company please enter the
	member id / folio number inthe Dividend Bank details field

• (vii) After entering these details appropriately, click on "SUBMIT" tab.

• (viii) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (x) Click on the EVSN for the relevant Emami Limited on which you choose to vote.

• (xi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

• (xiii) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

• (xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

• (xv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.

• (xvi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xvii) Shareholders can also cast their vote using CDSL's mobile app "m-Voting". The m-Voting app can be downloaded from respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.

• (xviii)Note for Non-Individual Shareholders and Custodians:

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@ cdslindia.com
  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
  • The list of accounts linked in the login should be mailed to helpdesk.evoting@ cdslindia.com and on approval of the accounts they would be able to cast their vote.
  • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
  • Alternatively Non-Individual shareholders

are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at scrutinizermkb@gmail.com and to the Company at investor@emamigroup. com or to M/s Maheshwari Datamatics Pvt. Ltd., Registrar & Share Transfer Agent of the company at mdpldc@yahoo. com with a copy marked to helpdesk. evoting@cdslindia.com if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

• (xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www. evotingindia.com, under help section or write an email to helpdesk.evoting@ cdslindia.com
• B. INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM ARE AS FOLLOWS:-
  • The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.
  • Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
  • If any votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/ OAVM facility , then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
  • Shareholders who have voted through

Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

C. PROCEDURE FOR ATTENDING THE AGM THROUGH VC / OAVM:

• Members will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system. Shareholders may access the same at https://www.evotingindia. com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/ members login where the EVSN of Company will be displayed.
• Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the Notice.
• Shareholders are encouraged to join the Meeting through Laptops / iPads for better experience.
• Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• For convenience of the Members and proper conduct of AGM, Members can login and join at least 30 (thirty) minutes before the time scheduled for the AGM and shall be kept open throughout the proceedings of AGM.
• If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.

evoting@cdslindia.com or contact Mr. Nitin Kunder (022- 23058738 ) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).

• All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

D. PROCEDURE TO RAISE QUESTIONS / SEEK CLARIFICATIONS WITH RESPECT TO ANNUAL REPORT:

• As the AGM is being conducted through VC / OAVM, for the smooth conduct of proceedings of the AGM, members are encouraged to send their queries by 5.00 p.m. on Tuesday, 8th September, 2020 from their registered email ID mentioning their name, demat account number / folio number, mobile number at investors@emamigroup. com so as to enable the management to keep the information ready and replied accordingly.
• Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending email from their registered email ID mentioning their name demat account number / folio number, mobile number to investors@emamigroup.com from Saturday, 12th September, 2020 to Tuesday, 15th September, 2020. Those members who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the AGM.
• The Company reserves the right to restrict the number of questions and number of

speakers, as appropriate for smooth conduct of the AGM.

• E. PROCEDURE FOR INSPECTION OF DOCUMENTS
  • All documents referred to in the accompanying Notice and the Explanatory Statement shall be available for inspection and shall be made available over email on making a request to the Company through your registered email ID on investors@emamigroup.com, quoting your name, demat account number / folio number, mobile number.
  • Scanned copies of the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of The Companies Act, 2013 and the Register of Contracts and Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013 shall be made available at the commencement of the meeting and shall remain open and accessible to the members during the continuance of the meeting upon log-in to CDSL e-voting system at www.evotingindia. com

F. GENERAL INFORMATION FOR SHAREHOLDERS

• Members are informed that the dividend amount for the financial year ended 2012- 13 remaining unclaimed shall become due for transfer on September 12, 2020 to the Investor Education and Protection Fund [IEPF] established by the Central Government in terms of the Companies Act, 2013.
• Any member, who has not claimed dividend in respect of the financial year ended 2012- 13 onwards, is requested to approach the Company/the Registrar and Share Transfer Agents of the Company in this respect.
• The Company has been sending reminders to those members who have the unpaid/ unclaimed dividends before transfer of such dividend(s) to Investor Education and Protection Fund (IEPF). Details of the unpaid/ unclaimed dividend are also uploaded as per the requirements, on the Company's website

www.emamiltd.in

• Members, who have not encashed their dividend, are advised to write to the Company immediately claiming dividends declared by the Company.
• The Company has already transferred all shares (in respect of which dividend has not been claimed for seven consecutive years or more) to designated DEMAT Account of the IEPF maintained with CDSL.
• Members who have so far not claimed or collected their dividends for the said period may claim their dividend and shares from the Investor Education and Protection Fund, by submitting an application in the prescribed form.
• SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore requested to submit the PAN to the Depository participant with whom they are maintaining the DEMAT account. Members holding shares in physical form can submit their copy of PAN to the Company.
• Disclosure pursuant to Section 196 (4) of The Companies Act, 2013, Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standard-2 of ICSI, with respect to Directors seeking appointment/ re-appointment in the forthcoming Annual General Meeting is annexed.
• Pursuant to section 72 of The Companies Act, 2013, members holding shares in physical form are advised to file nomination in prescribed form SH-13 with the Registrar and Share Transfer Agents (RTA). In respect of shares held in Electronic/Demat form, members may please contact their respective Depository Participants.
• SEBI and Ministry of Corporate Affairs encourages paperless communication as a contribution to Green environment.

Members holding shares in physical mode are requested to register their e-mail id to the RTA for receiving all communications including annual reports, notices, circulars etc. from the company electronically. Members who wish to register their e-mail id can download the green initiative form from the company's website www.emamiltd.in

• The Company has appointed Mr. Manoj Kumar Banthia, Practicing Company Secretary (Membership no-A11470/CP-7596) of M/s. MKB &Associates, Company Secretaries, Kolkata to act as the Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose.
• The Scrutinizer shall after the conclusion of Annual General Meeting, first count the votes cast at the AGM and then unblock the votes cast through remote e-voting. The scrutinizer shall submit the consolidated scrutinizer's report, not later than 48 (forty eight) hours of conclusion of the Meeting, to the Managing Director or any other person authorized by the Board.
• The results declared along with the consolidated Scrutinizer's Report shall be

placed on the Company's website www. emamiltd.in and on the notice board of the Company at its registered office and on the website of CDSL www.evotingindia.com immediately after the results are declared and simultaneously communicated to the Stock Exchanges where the Company's shares are listed. Subject to receipt of requisite number of votes, the resolutions set out in the Notice shall be deemed to be passed on the date of the Annual General Meeting i.e. 18th September, 2020.

• Pursuant to the provisions of Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, securities can be transferred only in dematerialised form w.e.f. 1st April 2019. Members are requested to convert their physical holdings into demat form to avoid any possibility of loss, mutilation etc., of physical share certificates.

Registered Office: By Order of the Board

Emami Tower, 687, Anandapur Date: 26th June 2020

E.M. Bypass A.K. Joshi Kolkata 700107 Company Secretary & VP-Legal

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of resolutions at item no. 6&7

Item No. 6

The Board of Directors at its meeting held on 6th November, 2019 re-appointed Smt. Priti A Sureka (DIN 00319256) as a Whole-time Director of the Company with effect from 30th January, 2020 for the period of five years on the basis of recommendation of Nomination and Remuneration Committee and subject to approval of shareholders in ensuing Annual General Meeting.

Smt Priti A Sureka is a MBA from Harvard Business School, USA and has established her place among the top woman corporate leaders of the country. A key member of the Emami strategic think tank and one of the key drivers of the crucial Marketing Division, she also heads the company's R & D and Market Research Divisions. She spearheads Marketing of Boroplus range and other skin care /hair care brands.

She has made significant contribution in Research & Development activities and under her guidance the Company has launched various new products and achieved significant cost and efficacy optimization.

Smt Priti A Sureka is a self-motivated, dynamic and innovative individual with cross-functional expertise in the FMCG business and a commitment of the highest level.

The Nomination and Remuneration Committee has approved terms of her re-appointment and remuneration in its meeting held on 6th November, 2019. For the purpose, an agreement has been entered into by the Company with the Whole-time Director on 2nd December 2019. The main terms of her reappointment as a Whole-time Director, as contained in the said agreement are furnished below:

• a. Term of re-appointment: Five years with effect from January 30, 2020
• b. Salary: H9.00 lac (Rupees Nine lac only) per month, (in the range of H9.00 lac to H14.00 lac as approved by the Board of Directors).
• c. Perquisites:
  • 1. Leave travel allowance for self and family once in a year as per rules of the Company.
  • 1. Medical expenses actually incurred by her and her family subject to maximum of one month salary.
  • 1. Club Fees.
  • 1. Provision for use of car with driver for official business- personal use of the car will be billed to her.
  • 1. Provision for telephone at residence (including payment of local calls and long distance calls, mobile phone, internet and any other communication facilities.)
  • 1. Medical & personal accident insurance.
• d. The Company will make suitable contribution towards Provident Fund, Superannuation Fund etc. as per Rules of the Company.
• e. Gratuity will be payable as per Rules of the Company.

f. Leave as per Rules of the Company including encashment of unavailed leave at the end of the tenure.

The Board recommends the resolution for your approval.

Except Smt. Priti A Sureka (the appointee), Shri R.S. Agarwal, Shri H.V. Agarwal and Shri A.V. Agarwal (her relatives), none of other Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested , financially or otherwise in said Resolution.

Copy of the agreement dated December 2, 2020 referred above shall be open for inspection by the Members in electronic mode. Members can inspect the same by sending an email to investors@emamigroup. com on or before 10th September, 2020

Item No 7

Upon the recommendation of the Audit Committee, the Board of Directors in its meeting held on 26th June, 2020, has re-appointed M/s. V.K. Jain & Co., Cost Accountants at a remuneration of H 1,50,000/- (Rupees One lac fifty thousand only) plus applicable taxes and out of pocket expenses for conducting audit of the cost records of the Company as applicable to the Company for the financial year 2020-21. As per the provisions of Section 148 of the Companies Act, 2013 and the Rules made thereunder, the remuneration to be paid to the cost auditors is subject to ratification by the members of the Company.

The Board therefore, recommends the resolution as an ordinary resolution for your approval.

None of the Directors or key managerial personnel of the Company or their relatives, are concerned or interested, financially or otherwise in this Resolution.

Registered Office: By Order of the Board

Emami Tower, 687, Anandapur E.M. Bypass A.K. Joshi Kolkata 700107 Company Secretary & VP-Legal Date: 26th June 2020

ANNEXURE TO THE NOTICE

Disclosure required under Section 196 (4) of the Companies Act, 2013, Regulation 36(3) of SEBI (LODR) Regulations, 2015 and Secretarial Standard-2 of ICSI with respect to re-appointment of Directors.

Name	Shri Mohan Goenka	Smt. Priti A Sureka	Shri Prashant Goenka
Category	Whole-time Director	Whole-time Director	Whole-time Director
Director Identification Number	00150034	00319256	00703389
Date of Birth/Age	21-01-1973 / 47 years	23-05-1972/ 48 years	30-10-1973/ 46 years
Date of first Appointment onthe Board	15-01-2005	30-01-2010	20-01-2014
Experience in SpecificFunctional Area	Extensive knowledge andexperience / supervises branddevelopment, marketing, Salesand Investors Relations	Extensive knowledge andexperience / supervisesmarketing, branddevelopment, Research &Development and MarketResearch.	Extensive knowledge andexperience / supervisesInternational businesses
Qualifications	MBA from Cardiff University,UK	MBA from Harvard BusinessSchool, USA	MBA (InternationalMarketing), Diploma inFinance and Marketing fromthe University of Wales,College of Cardiff, UK
Terms and Conditionsof Appointment / Reappointment	Re-appointment on retiring byrotation	As mentioned in explanatorystatement to item no. 6 ofthe Notice	Re-appointment on retiringby rotation
Details of remuneration soughtto be paid	Not applicable	As mentioned in explanatorystatement to item no. 6 ofthe Notice	Not applicable
Last drawn remuneration	Not applicable	H121.36 lac for FY 2019-20	Not applicable
Relationship with otherDirectors and Key ManagerialPersonnel	Son of Shri R.S. Goenka	Daughter of Shri R. S. AgarwalSister of Shri A. V. Agarwaland Shri H. V. Agarwal	None
Directorship in Companies	Emami Limited,Bhanu Vyapaar Private Limited,Raviraj Viniyog Private Limited,Sneha Gardens Private Limited	Emami Limited,Emami Group of CompaniesPrivate LimitedCRI LimitedAviro Vyapaar Private LimitedAviro Vanijya Private LimitedAviro Writing InstrumentsPrivate Limited	Emami Limited,Prestige Vyapaar Limited,YPO (Calcutta),Emami Group ofCompanies Private Limited,Raviraj Viniyog PrivateLimited.
Chairman/Member in the	Chairman: Share Transfer	Chairman: None	Chairman: None
Committees of the Boards ofcompanies	Committee- Emami LimitedMember:1.Stakeholders RelationshipCommittee-Emami Limited2. Share Transfer CommitteeEmami Limited3. Risk ManagementCommittee-Emami Limited4. Corporate SocialResponsibility CommitteeEmami Limited.5. Finance CommitteeEmami Limited	Member:1. Corporate SocialResponsibility CommitteeEmami Limited2. Risk ManagementCommittee- EmamiLimited3. Share TransferCommittee- EmamiLimited4. Finance CommitteeEmami Limited	Member:1. Corporate SocialResponsibilityCommittee-EmamiLimited2. StakeholdersRelationship CommitteeEmami Limited
No. of Shares held in theCompany as on 31st March,2020	61,900	1,16,09,702	1,90,000
Number of meetings of theBoard attended out of Five(5) meetings held during thefinancial year	5	4	4