26 Apr 2017 | Livemint.com

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Dabur India Ltd.

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  • 276.00 1.95 (0.71%)
  • Vol: 211252
  • BSE Code: 500096
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  • Vol: 1190847
  • NSE Code: DABUR
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    277.35(1102)

Dabur India Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

Corporate Governance is all about ethical conduct, openness, integrity and accountability of an enterprise. Healthy Corporate Governance enjoins a commitment of the Company to run the business in legal, ethical and transparent manner emanating from the top and permeating throughout the organization.^ involves a set of relationships between a Company's Management, its Board, Shareholders and Stakeholders. It is one of the key elements in improving the economic efficiency of the enterprise. Credibility generated by sound Corporate Governance enables an enterprise in enhancing the confidence of the investors -both domestic and foreign, and in establishing productive and lasting business relationship with all stakeholders.

To Dabur, Corporate Governance is more a way of business life than a mere legal obligation. Besides complying with the prescribed Corporate Governance Practices as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (hereinafter referred to as 'Listing Regulations') the Company has voluntarily adopted various practices of Governance conforming to highest ethical and responsible standards of business, globally benchmarked. Last year (FY 2014­15) the Institute of Company Secretaries of India (ICSI), certified Dabur India Ltd., as one of the Best Governed Companies of India.

This chapter on Corporate Governance, along with the chapters on Management Discussion and Analysis and Additional Shareholders Information, reports, inter-alia, Dabur's compliance of Listing Regulations highlighting its additional initiatives in line with international best practices.

CORPORATE GOVERNANCE PHILOSOPHY

Dabur views Corporate Governance principles as an important pivot to decision making process. It forms part of business strategy which includes, inter-alia, creating an organization intended to maximise wealth of shareholders, establish productive and lasting relationship with all stakeholders with emphasis laid on fulfilling the responsibility towards entire community and society. Being a value driven organization the Company envisages attainment of the highest level of transparency, accountability, co-ordination and equity in all facets of its operations including everyone it works with, the community it is in touch with and the environment it has an impact on.

The Company has established systems and procedures to ensure that its Board of Directors is well informed and well equipped to discharge its overall responsibilities and provide the Management with the strategic direction catering to exigency of long term shareholders value. It's initiatives towards adhering to highest standards of Governance include  self governance, professionalization of the Board, fair and transparent processes and reporting systems and going beyond the mandated Corporate Governance requirements of SEBI. The Corporate Governance Principles implemented by Dabur seeks to protect, recognize and facilitate shareholders rights and ensure timely and accurate disclosure to them. Strong Governance practices have rewarded the Company in the sphere of improved share valuations, stakeholders' confidence, improved market capitalization, high credit ratings and awards from appropriate authorities for its brands, stocks, environmental protection, etc. These have helped Dabur to pay uninterrupted dividends to its shareholders.

BOARD OF DIRECTORS

Composition of the Board

As on March 31, 2016, Dabur's Board consists of 12 Members. Besides the Chairman, a Non-Executive Promoter Director, the Board comprises of two Executive Directors, three Non-Executive Promoter Directors and six Non-Executive Independent Directors (including Mrs. Falguni Sanjay Nayar, a Woman Director). The composition of the Board is in conformity with the Listing Regulations enjoining specified combination of Executive and Non-Executive Directors with at least one Women Director, with not less than fifty percent of the Board comprising of Non-Executive Directors and at least one-half of the Board comprising of Independent Directors for a Board chaired by Non-Executive Promoter Director.

Number of Board Meetings

Minimum four prescheduled Board meetings are held every year. Additional meetings are held to address specific needs of the Company. In case of any exigency/ emergency, resolutions are passed by circulation. During the Financial Year 2015-16 the Board of Directors met four times on- 05/05/2015, 29/07/2015, 28/10/2015 and 28/01/2016. The maximum gap between any two meetings was less than one hundred and twenty days, as stipulated under Regulation 17 of the Listing Regulations and Secretarial Standards.

Directors' Attendance Record and their other Directorships/ Committee Memberships

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 public limited companies (listed or unlisted) in which he/she is a Director. Further all Directors have informed about their Directorships, Committee Memberships/ Chairmanships including any changes in their positions. Relevant details of the Board of Directors as on March 31, 2016 are given below

Limit on the number of Directorships

In compliance with the Listing Regulations, Directors of the Company do not serve as Independent Director in more than seven Listed Companies or in case he/she is serving as a Whole-Time Director in any Listed Company, does not hold such position in more than three Listed Companies.

Shareholding of Non-Executive Directors

Dr. Anand C Burman, Non-Executive Promoter Director is holding 6,60,000 equity shares of Rs. 1/- each in the Company. None of the other Non-Executive Directors hold any shares in the Company. Further, the Company has not issued any convertible instruments hence disclosure in this respect is not applicable.

Independent Directors

As mandated by the Listing Regulations, the Independent Directors on Dabur's Board:

a. are persons of integrity and possess relevant expertise and experience, in the opinion of the Board of Directors;

b. are not a Promoter of the Company or its holding, subsidiary or associate Company;

c. are not related to Promoters or Directors in the Company, its holding, subsidiary or associate Company;

d. apart from receiving Director's remuneration, have or had no material pecuniary relationship 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;

e. have no relative, who has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate Company, or their Promoters, or Directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed from time to time, whichever is lower, during the two immediately preceding financial years or during the current financial year;

f. neither themselves nor any of their relatives —

i. hold or have held the position of a Key Managerial Personnel or are or have been 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 they were proposed to be appointed;

ii. are or have been an employee or proprietor or a partner, in any of the three financial years immediately preceding the Financial Year in which they were proposed to be appointed, of —

A. a firm of Auditors or Company Secretaries in practice or Cost Auditors of the Company or its holding, subsidiary or associate Company; or

B. any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate Company amounting to ten per cent or more of the gross turnover of such firm;

iii. hold together with their relatives two percent or more of the total voting power of the Company; or

iv. is a Chief Executive or Director, by whatever name called, of any Non-Profit Organisation that receives twenty-five percent or more of its receipts or corpus 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;

v. is a material supplier, service provider or customer or a lessor or lessee of the Company;

g. are not less than 21 years of age.

The Independent Directors have confirmed that they meet the criteria of Independence laid down under the Companies Act, 2013 and the Listing Regulations.

Maximum Tenure of Independent Directors

In accordance with Section 149(11) of the Companies Act, 2013, the current tenure of Independent Directors of the Company (other than Mrs. Falguni Sanjay Nayar) is for a term of 5 consecutive years from the date of Annual General Meeting (AGM) held on 22.7.2014 upto the conclusion of AGM to be held in the Calendar Year 2019. The tenure of Mrs. Falguni Sanjay Nayar, is from commencement of her appointment as an Additional Director of the Company i.e. 28.07.2014 upto the conclusion of AGM to be held in the Calendar Year 2019 or 27.07.2019, whichever is earlier.

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

Performance evaluation of Independent Directors

The Board of Directors upon recommendation of Nomination and Remuneration Committee have laid down the criteria for performance evaluation of Board of the Company, its Committees and the individual Board Members, including Independent Directors.

The performance evaluation of Independent Directors was done by the entire Board and in the evaluation the Director who was subject to evaluation did not participate. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, as and when their respective term expires.

Separate Meeting of the Independent Directors

All Independent Directors of the Company met separately on February 25, 2016 without the presence of Non-Independent Directors and Members of Management. In accordance with the Listing Regulations, following matters were, inter-alia, reviewed and discussed in the meeting:

- Performance of Non-Independent Directors and the Board of Directors as a whole.

- Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors.

- Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Familiarization Programme for the Independent Directors

The Company conducts Familiarization Programme for the Independent Directors to provide them an opportunity to familiarize with the Company, its Management and its operations so as to gain a clear understanding of their roles, rights and responsibilities and contribute significantly towards the growth of the Company. They have full opportunity to interact with Senior Management Personnel and are provided all the documents required and sought by them for enabling them to have a good understanding of the Company, its business model and various operations and the industry of which it is a part.

The initiatives undertaken by the Company in this respect have 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

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 its Board (including 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.

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 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 non-compliance.

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

Roles and Responsibilities of Board Members

Dabur India Limited 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 Dr. Anand C Burman, a Chief Executive Officer (CEO) - presently Mr. Sunil Duggal, 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.

? 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.

? 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.

? Non-Executive Directors (including Independent Directors) play 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:

- independent Corporate Governance

- guiding strategy and enhancing shareholders' value

- monitoring performance, Management development & compensation

- control & compliance

The constitution of the Board is as follows:

A Promoter Non-Executive Chairman Three Promoter family Members Two Executive Members

Six Non-Executive Independent Directors (including a Woman Director) constituting at least 50% of the Board

The matrix below highlights the skills and expertise required from individuals for the office of Independent Directors of the Company.

Perquisites include performance linked incentives which are payable to the Executive Directors as employees of the Company as per Company policy.

During the Financial Year 2015-16, the Company did not advance any loan to any of its Directors.

No stock options have been granted to Directors during the year. Out of the stock options granted during the earlier years, Mr. P D Narang and Mr. Sunil Duggal, each have exercised 11,46,250 stock options (including bonus options) and were allotted equivalent number of shares.

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. The notice period for the two Executive Directors, namely Mr. P D Narang and Mr. Sunil Duggal, is of three months.

Fees and compensation, if any, paid to any Non-Executive Director, including Independent Director, is fixed by the Board of Directors and is previously approved by the shareholders at the general body meeting. 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 recommendations 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)

Besides sitting fees, the Non-Executive Directors are also entitled to commission out of the profits of the Company, at a rate not exceeding 1% of the net profits per annum of the Company, calculated in accordance with the provisions of Sections 196, 197 and 198 of the Companies Act, 2013, as 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. Remuneration Policy relating to remuneration of Directors, Key Managerial Personnel and other employees

2. Framework for evaluation of the Board, its Committees and individual Board Members including Independent Directors.

3. Policy on appointment of Board Members.

The Remuneration Policy and the evaluation criteria have been disclosed in the Director's Report which forms part of the Annual Report.

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 compliances 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.

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, and

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 <http://dabur.com/img/> assets/3-composition-of-various-committees.pdf

The Board is responsible for constituting, assigning, co-opting 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, 2016, 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 2015-16, the Audit Committee met  six times on 05.05.2015, 02.07.2015, 29.07.2015, 28.10.2015,  28.01.2016 and 25.02.2016. The time gap between any two meetings was less than 120 days.

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. Mr. A K Jain, Vice President (Finance) & Company Secretary, is Secretary to the Committee.

All Members of the Audit Committee have accounting and financial management expertise. The Chairman of the Committee attended the AGM held on July 21, 2015 to answer the shareholders' queries.

The role of Audit Committee, the powers exercised by it pursuant to the terms of reference, and the information reviewed by it are in accordance with the requirements as specified in the Listing Regulations, Companies Act, 2013 and other applicable laws, if any. 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.

Audit Committee Report for the year ended March 31, 2016

To the Board of Directors of Dabur India Limited,

The Committee comprises of five 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 GAAP 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 Company's Statutory Auditors the overall scope for their audit. The Committee also discussed the result of examinations made by Internal Auditors, their evaluation of the Company's internal financial controls and the overall quality of financial reporting. The Management also presented to the Committee the Company's financial statements and also represented that the Company's financial statements had been drawn in accordance with the Indian GAAP.

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 Indian GAAP in all material aspects.

The Committee has also 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 Auditors' report, approval (including modification, if any) and review of Related Party Transactions and scrutinized inter corporate loans of the Company. The Risk assessment and minimization procedures were also reviewed. During the year, the Committee also approved amendments in the Policy on Related Party Transactions, evaluated the Internal Financial Control & Risk Management System of the Company. The Committee also approved the CAPEX proposals during the Financial Year 2015-16. 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 Price Waterhouse & Co., Bangalore, LLP as Internal Auditors of the Company for the period from 1st October, 2015 to 30th June, 2016 and discussed and approved their audit plan. It has also reappointed M/s Ramanath Iyer & Company, as Cost Auditors to audit the cost accounts maintained by the Company in respect of certain products for the Financial Year 2015-16. The Committee is recommending to the Board the re-appointment of M/s G Basu & Co., Chartered Accountants, as Statutory Auditors of the Company, to carry out audit of the accounts of the Company for the Financial Year 2016-17.

In conclusion, the Committee is sufficiently satisfied that it has complied with the responsibilities as outlined in the Audit Committee's responsibility statement.

. NOMINATION AND REMUNERATION COMMITTEE

Composition and Meetings

As on March 31, 2016 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 percent of them being Independent Directors.

During the Financial Year 2015-16, the Nomination and Remuneration Committee met five times on 05.05.2015, 29.07.2015, 24.08.2015, 21.09.2015 and 28.01.2016.

The roles and responsibilities of the Committee are in accordance with the requirements as specified in the Listing Regulations, Companies Act, 2013 and other applicable laws, if any. Apart from the above, the Committee also exercises the role and powers entrusted upon it by the Board of Directors from time to time.

Nomination and Remuneration Committee Report for the year ended March 31, 2016

To the Board of Directors of Dabur India Limited,

The Nomination and Remuneration Committee comprises of two Independent Directors and two Non-Executive Promoter Directors. 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 approved the grant of stock options to employees under the ESOP Scheme of the Company. The Committee also allotted shares towards exercise of stock options which were granted during earlier years. The financial targets fixed for FY 2015-16 were revised by the Committee. During the year the Committee recommended the appointment of Senior Management Personnel Mr. Sharukh

Adi Khan as Executive Director- Operations. Further the Committee recommended the appointment of Mr. Sunil Duggal, CEO as Whole Time Director of the Company for a period of 5 years w.e.f. 31/7/2015 and also reviewed and approved the revision in remuneration of Mr. P D Narang and Mr. Sunil Duggal, Executive Directors.

The Committee conducted the performance evaluation of Directors for the Financial Year 2015-16. The Committee was also provided information on compensation policies for employees and the information to decide on grant of options to various employees.

C. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Composition and Meetings

As on March 31, 2016 the Corporate Social Responsibility (CSR) Committee consists of the Members as stated below

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 the 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;

2. Promoting Health care including preventive health care;

3. Ensuring environmental sustainability;

4. Employment and livelihood enhancing vocational skills and projects.

The formal CSR policy of the Company is available on the website of the Company www.dabur.com at the link <http://> www.dabur.com/in/en-us/csr-be-the-change/csr-policy

CSR Committee Report for the year ended March 31, 2016

To the Board of Directors of Dabur India Limited,

The CSR Committee comprises of two Independent Directors and two Executive Directors.

The main responsibility of the Committee is to formulate and recommend to the Board, 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 the CSR Policy formulated by the Committee and approved by the Board of Directors.

During the Financial Year 2015-16, the Committee approved the CSR activities and budget for the FY 2015-16 and monitored the progress on CSR activities undertaken by the Company on quarterly basis. Further, a Company promoted Trust namely- Jivanti Welfare and Charitable Trust was formed to carry out the CSR activities. 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 Director's Report.

The Committee is sufficiently satisfied with the CSR compliances on the part of the Company.

D. RISK MANAGEMENT COMMITTEE

Composition and Meetings

As on March 31, 2016 the Risk Management Committee consists of Members as stated below.

The role of the Committee is as under:

1. Preparation of Risk Management Plan, reviewing and monitoring the same on regular basis.

2. To update Risk Register on quarterly basis.

3. To review critical risks identified by Joint Chief Risk Officer(s) and Management Committee of the Company on quarterly basis.

4. To report key changes in critical risks to the Board on quarterly basis.

5. To report critical risks to Audit Committee in detail on yearly basis.

6. To perform such other functions as may be deemed or prescribed fit by the Board.

Risk Management Committee Report for the year ended March 31, 2016

To the Board of Directors of Dabur India Limited,

The Committee consists of one Independent Director, two Executive Directors, one Promoter Non-Executive Director and two KMPs being Non- Board Members.

The primary responsibility of the Committee is to prepare the Risk Management Plan of the Company and to review and monitor the same on regular basis.

During the Financial Year 2015-16, 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.

. STAKEHOLDERS' RELATIONSHIP COMMITTEE

Composition and Meetings

As on March 31, 2016 the Stakeholders' Relationship Committee consists of Members as stated below.

During the Financial Year 2015-16 the Committee met four times on 29.04.2015, 29.07.2015, 28.10.2015 and 28.01.2016

Mr. A. K. Jain, Vice President (Finance) and Company Secretary, is the Compliance Officer.

The Committee ensures cordial investor relations and oversees the mechanism for redressal of investors' grievances. The Committee specifically looks into redressing shareholders'/ investors' complaints/ grievances pertaining to share transfers, non-receipts of annual reports, non-receipt of declared dividend and other allied complaints.

The Committee performs the following functions:

- transfer/ transmission of shares.

- split up/ sub-division and consolidation of shares.

- dematerialization/ rematerialization of shares.

- issue of new and duplicate share certificates.

- 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 like transfer of shares, non- receipt of annual report, non- receipt of declared dividends, etc.

- any allied matter(s) out of and incidental to these functions and not herein above specifically provided for.

Investor Grievance Redressal

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, 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, 2016

To the Board of Directors of Dabur India Limited,

The Stakeholders' Relationship Committee comprises of four Members.

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, non-receipt 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 approved 253 cases of transfer, 3 cases of transmission, 36 cases of re-materialization, 220 cases of dematerialization, 2 cases of sub-division, 1 case of consolidation, 5 cases of name deletion (due to death) and 8 cases of issue of duplicate share certificates. 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 29 complaints during the year all of which were redressed. As at the close of the Financial Year there were no complaints pending for redressal.

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.

The Company has formulated a policy for determining its 'Material' Subsidiaries and the same is available on the website of the Company www.dabur.com The weblink for the same is <http://www.dabur.com/img/assets/32-Policy-material-subsidiary.pdf>

Dabur does not have any unlisted material subsidiary, incorporated in India. [Under the Listing Regulations, a "Material Subsidiary" shall mean a subsidiary, whose income or net worth exceeds twenty per cent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year].

Dabur also does not have a listed subsidiary.

MANAGEMENT

Management Discussion and Analysis

The Annual Report has a detailed chapter on Management Discussion and Analysis, which forms part of this report.

DISCLOSURES

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 [a transaction with a related party is considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity].

The policy has been disclosed on the website of the Company at www.dabur.com Web link for the same is <http://www.dabur>. com/img/assets/33-policy-on-related-party-transactions.pdf

All Related Party Transactions are approved by the Audit Committee prior to the transaction. The Audit Committee has, after obtaining approval of the Board of Directors, laid down the criteria for granting omnibus approval which forms part of the Policy on Related Party Transactions. 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 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.

During the Financial Year 2015-16, there were no such Related Party Transactions, either as per Companies Act, 2013 or Listing Regulations which were required to be approved by the Board of Directors or the shareholders of the Company. 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.

Disclosures by Board Members & Senior Management

The Board Members and Senior Management personnel make disclosures to the Board periodically regarding;

- their dealings in the Company's shares; and

- 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, had no potential conflict with the interests of the Company at large.

Disclosure of accounting treatment in preparation of financial statements

The Company has followed prescribed Accounting Standards as laid down by the Institute of Chartered Accountants of India (ICAI) in preparation of its financial statements.

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 market 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 Schedule V of the Listing Regulations.

The Company has complied with Corporate Governance requirements specified in Regulation 17 to 27 and Clause (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

The Company is subject to market risk with respect to commodity price fluctuations in a wide range of items which are drawn from the agriculture and petroleum value chains. We manage our exposure to commodity risks through a judicious mix of long term contracts in seasonal items and strategic buying initiatives of other commodities. Supplier pricing agreements are also used in some categories to enable us to establish purchase prices. In the year 2015-16, the Company has witnessed a deflation of approximately 3% compared to the previous fiscal due to softening of petroleum prices and select agri-commodity prices.

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.

Code for Prevention of Insider-Trading Practices

The Company has in place a Code of Conduct for Prevention of Insider Trading and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015

The Code of Conduct for Prevention of Insider Trading 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 cautioning them of the consequences of violations. The 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, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company's Code of Conduct 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. The Whistle-Blower Protection Policy aims to:

• 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.

• Ensure timely and consistent organizational response.

• Build and strengthen a culture of transparency and trust.

• 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 Policy

To bring transparency in the matter of declaration of dividend and protect the interests of investors, Dabur has adopted a Dividend Policy which has been displayed on the Company's website www.dabur.com

CEO/ CFO certification

The CEO and CFO certification on the financial statements and the cash flow statement for the year provided to the Board is placed at the end of the report.

Legal Compliance Reporting

The Board of Directors reviews in detail, on a quarterly basis, the report of compliance with respect to all applicable laws and regulations. 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.

SHAREHOLDERS

Appointment/Re-appointment of Directors

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, Dr. Anand C Burman and Mr. P D Narang, Directors will retire by rotation at the ensuing AGM, and being eligible, offer themselves for re-appointment in accordance with provisions of the said Act.

In terms of Section 149 and 152 of the Companies Act, 2013 the appointment of Women Director Mrs. Falguni Sanjay Nayar, in the category of Non-Executive Independent Director was confirmed in the AGM of the Company held on July 21, 2015. Mrs. Nayar shall hold office, not subject to retirement by rotation, for a term of five consecutive years commencing from the date of her appointment as Additional Director in the Company i.e. July 28, 2014 upto the conclusion of AGM of the Company to be held in the calendar year 2019 or July 27, 2019 whichever is earlier.

A brief resume of the Directors proposed to be re-appointed, the nature of their expertise in specific functional areas, names of companies in which they have held Directorships, Committee Memberships/ chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM.

Your Directors recommend their re-appointment at the ensuing  AGM.

The brief CVs of the above Directors are given below

Dr. Anand C Burman (DIN: 00056216): M.Sc., PH.D from University of Kansas USA was born in 1952 and was appointed as a member on the Board in 1986. He is the Promoter Non­Executive Director and Chairman of the Company.

As on March 31, 2016, he was holding 6,60,000 equity shares in the Company.

Mr. P D Narang (DIN: 00021581): B.Com, FCA, FCS, AICWA, MIIA (USA) was born in 1954 and joined the Board in 1998. Currently, he is the Whole Time-Director designated as Group Director -Corporate Affairs of the Company.

As on March 31, 2016, he was holding 38,87,080 equity shares in the Company.

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

Financial Results: 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.

Quarterly: The quarterly financial results are normally published in The Economic Times/Times of India/ Mumbai Mirror/ Navbharat Times/Hindustan Times/Hindustan newspapers. Details of publication of financial results for the year under review are given below:

Half Yearly Results: Audited financial results, for the half-year ended September 30, 2015 were 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 2014-15, containing inter-alia, salient features of the audited

Financial Statements, Director's Report (including Management Discussion and Analysis and Corporate Governance Report) was sent to all shareholders who had not registered their email ids for the purpose of receiving documents/ communication from the Company in electronic mode.

Full version of the Annual Report for FY 2014-15 containing inter-alia, audited Financial Statements, Directors Report (including Management Discussion and Analysis, Corporate Governance Report, Business Responsibility Report) was sent via email to all shareholders who have provided their email ids and is also available at the Company's website at www.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 upto the Financial Year ended 31.03.2015 are also available in the Investor 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 the Investor Section. Share price tools includes, inter-alia, share graphs, historical share price data, share series and investment calculator.

Communication to shareholders on email: As mandated by the Ministry of Corporate Affairs (MCA) documents like Notices, Annual Report, ECS advices for dividends, etc. were sent to the shareholders at their email address, as registered with their Depository Participants/ Company/ Registrar and Transfer Agents (RTA). This helped in prompt delivery of document, reduce paper consumption, save trees and avoid loss of documents in transit.

NEAPS (NSE Electronic Application Processing system), BSE Corporate Compliance & Listing Centre, and Metropolitan

Stock Exchange (MSEI) Portal: NSE, BSE and MSEI 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/MSEI portal.

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 compliant 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.

Exclusive email ID for investors: The Company has designated the email id investors@mail.dabur exclusively for investor servicing, and the same is prominently displayed on the Company's website www.dabur.com

INVESTOR RELATIONS

Investor Relations (IR) at Dabur aims at proactively giving out accurate, transparent and timely information to the investors so that they can take a well-considered decision. This two way communication by periodically holding investor meetings/ calls helps keep the stakeholders updated with the quarterly financial performance and material business events. Feedback received from investors is given due consideration by the Company's Management.

The Company participates in investor meetings throughout the year, including conferences arranged by brokerage houses. A conference call and webcast is done every quarter after declaration of the financial results to address the queries from investors and analysts. We aim to have a diversified shareholder base both in terms of geographical location and investment horizon.

In order to ensure timely and adequate information flow the IR department holds the following activities:

- meetings with investors to brief them about the Company and respond to their queries and concerns.

- provide detailed updates on the Company's performance to all investors immediately after the release of quarterly results.

- post the quarterly results, a webcast and conference call is arranged to discuss highlights of the Company's performance. All Members of the financial community are invited for the same and an opportunity is provided to them to participate in the Q & A. Archived copy of the webcast and transcript is provided on the Company's website. The

conference call is hosted by the Company in order to give a free and fair opportunity for all to participate.

- the Company holds analyst meets to brief them about the Company's vision, business situation and plans at a strategic level.

- the Company participates in investor conferences organized by leading institutional brokerage houses. During 2015-16 it attended conferences hosted by Morgan

Stanley, CLSA, UBS, Edelweiss, IDFC, IIFL, J P Morgan, and

Bank of America Merrill Lynch among others.

- All historical and fresh information updates are promptly available on the Investor Relations page of the Company's website for ready access.

- Recently the Company has revamped its website and the Investor section has also been updated with a more user friendly interface in order to provide convenience to the various stakeholders.

In recognition of its IR, Dabur won an Investor Relations Award under the category 'Best Expectations Management' at the IR Awards Event, organized by Bloomberg, BNY Mellon, Bombay Stock Exchange (BSE) and Investor Relations (IR) Society

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: 19th July, 2016

Time: 11:00 AM

Venue: Air Force Auditorium, Subroto Park, New Delhi - 110010

Financial Calendar

Financial year: April 1 to March 31

For the Financial Year ended March 31, 2016, results were announced on:

• First Quarter : 29th July, 2015

• Half Yearly : 28th October, 2015

• Third Quarter : 28th January, 2016

• Fourth Quarter and Annual : 28th April, 2016

For the Financial Year ending March 31, 2017, results will be announced by:

• First Quarter : 27th July 2016 (tentative)

• Half Yearly : 26th October 2016 (tentative)

• Third Quarter :End ofJanuary, 2017 (tentative)

• Fourth Quarter and Annual : End of April, 2017 (tentative)

Book Closure

The dates of Book Closure are from the 1st day of July, 2016 to the 8th day of July, 2016 inclusive of both days.

Dividend Payment

Interim dividend of Rs.1.25 per equity share was paid on November 23, 2015 for the Financial Year 2015-16. Final Dividend of per equity share for the Financial Year 2015­16 has been recommended by the Board of Directors to shareholders for their approval. If approved, the dividend shall be paid from August 10, 2016 onwards.

Dates of Transfer of Unclaimed Dividend

Pursuant to Section 205A of the Companies Act, 1956, Final dividend for the Financial Year 2007-08 and interim dividend for the Financial Year 2008-09 which remained unpaid or unclaimed for a period of 7 years, has been transferred by the Company to the Investors Education and Protection Fund (IEPF) of the Central Government. Further, final dividend for the year 2007-08 pertaining to erstwhile Femcare Pharma Limited (FEM), now merged with the Company, which remained unpaid or unclaimed for a period of 7 years, has also been transferred by the Company to IEPF.

The dividend for following years, which remain unclaimed for seven years from the date it is lying in the unpaid dividend account, will be transferred to 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 unclaimed dividends declared up to the Financial Year ended 31.03.2015 and updated up to the date of 40th AGM held on 21.07.2015 are also 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.

Unclaimed/ Undelivered Share Certificates

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 a 'Unclaimed Suspense Account' of the Company. This account is being held by the Company purely on behalf of the shareholders entitled for these shares.

It may also be noted that all the corporate benefits accruing on these shares like bonus, split etc., if any, shall also be credited to the said 'Unclaimed Suspense Account' and the voting rights on these shares shall remain frozen until the rightful owner has claimed the shares.

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 self attested copies of their complete postal address along with PIN code, a copy of PAN card and proof of address and for delivery 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.

Listing

At present, the equity shares of the Company are listed at:

> Bombay Stock Exchange Ltd. (BSE)

Address: Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001.

> National Stock Exchange of India Ltd. (NSE)

Address: Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (E), Mumbai - 400051.

> Metropolitan Stock Exchange of India Ltd. (MSEI)

Address: 4th Floor, Vibgyor Towers, Plot No. C-62, G-Block, Opposite Trident Hotel, Bandra Kurla Complex, Bandra (E), Mumbai - 400098

The annual listing fees for the Financial Year 2016-17 to NSE, BSE & MSEI has been paid

Dabur's Stock Exchange codes

ISIN No: INE016A01026

BSE Stock Code: 500096

NSE & MSEI Code: DABUR

Bloomberg Code: DABUR IB

Reuters Code: DABU.BO

Equity Evolution during the year

As on March 31, 2015 the paid up equity share capital of the Company was Rs. 1,75,65,11,990 consisting of 1,75,65,11,990 equity shares of Rs./ 1/- each. The table below gives details of equity evolution of the Company during the year under review

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 2015-16 at BSE and NSE:

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.

- As on March 31, 2016, 99.60% shares of the Company were held in dematerialized form.

- The equity shares of the Company are frequently traded at Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd.

Dematerialization of Shares - Process

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 Karvy Computershare 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.

Service of documents through Email

In terms of provisions of the Companies Act, 2013 service of documents on members by a Company is allowed through electronic mode. Further, as per Listing Regulations, Listed Companies shall supply soft copies of full annual reports to all those shareholders who have registered their e-mail addresses for the purpose. Accordingly, 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. This will definitely help in prompt receipt of communication, reduce paper consumption and save trees as well as avoid loss of documents in transit.

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

Outstanding GDRs/ADRs/Warrants/Options

The Company has 1,13,50,921 outstanding Employee Stock Options as on March 31, 2016, with vesting period from 1 to 4 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)

Securities and Exchange Board of India (SEBI) vide Regulation 7 of the Listing Regulations has recently mandated that where the total number of security holders of the Company exceeds one lac, the Company shall register with SEBI as a Category II share transfer agent for all work related to share registry. 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 as its Registrar. As required under Regulation 7(3) of the Listing Regulations, the Company has filed a certificate issued by RTA and the 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. Karvy Computershare Private Limited

Details of the RTA are given below

Karvy Computershare Private Limited

305, New Delhi House, 27, Barakhamba Road, New Delhi-110001. Phone No.: 011- 43681700 Fax No.: 011-43681710 Website: www.karvy.com

Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500032. Phone No. - 040 - 67161522 Fax No. - 040-23001153 Website - www.karvy.com

Share Transfer System

All share transfer and other communications regarding share certificates, change of address, dividends, etc should be addressed to Registrar and Transfer Agents.

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.

Reconciliation of Share Capital Audit

Agarwal & Ahluwalia, an Independent firm of practicing Chartered Accountants, 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 Company's shares are listed and is also placed before the Stakeholders' Relationship Committee of the Board.

Compliance with Secretarial Standards

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices. The Company has complied with each one of them.

Company's Registered Office Address:

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

PLANT LOCATIONS

Sahibabad

Unit I & II

Plot No. 22, Site IV, Sahibabad, Ghaziabad-(U.P.) 201010

Ph 0120- 3378400 (30 Lines); Fax - 0120- 2779914 / 4376924

Baddi

Hajmola Unit  109, HPSIDC Industrial Area, Baddi, Distt. Solan, H.P. - 173 205 Tel: 01795-244385; Fax : 01795-244090

Chyawanprash Unit 220-221, HPSIDC Industrial Area, Baddi, Distt. Solan, H.P. - 173 205 Tel: 01795-244385; Fax: 01795-244090 Amla/Honey Unit

Village Billanwali Lavana, Baddi, Distt. Solan, H.P. - 173 205 Tel: 01795-244385; Fax : 01795-244090

Shampoo Unit

Village Billanwali Lavana, Baddi, Distt. Solan, H.P. - 173 205 Tel: 01795-244385; Fax : 01795-244090

Toothpaste Unit

Village Billanwali Lavana, Baddi, Distt. Solan, H.P. - 173 205 Tel: 01795-244385; Fax : 01795-244090

Honitus/Nature Care Unit

109, HPSIDC Industrial Area, Baddi, Distt. Solan, H.P. - 173 205 Tel: 01795-244385; Fax : 01795-244090

Food Supplement Unit

221, HPSIDC Industrial Area, Baddi, Distt. Solan, H.P. - 173 205 Tel: 01795-244385; Fax : 01795-244090

Oral Care Unit

601, Malku Majra, Nalagarh Road, Baddi, Distt. Solan, H.P. - 173 205 Tel : 01795-246363; Fax : 01795-244090

Green Field Unit

Village Manakpur, Tehsil Baddi, Distt. Solan, H.P. - 174 101 Tel : 01795-244385; Fax : 01795-244090

Air Freshener Unit

Village Billanwali Lavana, Baddi, Distt. Solan, H.P. - 173 205 Tel: 01795-244385; Fax : 01795-244090

Toothpowder Unit

Village Billanwali Lavana, Baddi, Distt. Solan, H.P. - 173 205 Tel: 01795-244385; Fax : 01795-244090

Skin Care Unit

Village Manakpur, Tehsil Baddi, Distt. Solan, H.P. - 174 101 Tel : 01795-244385; Fax : 01795-244090

Honey Unit

Village Manakpur, Tehsil Baddi, Distt. Solan, H.P. - 174 101 Tel : 01795-244385; Fax : 01795-244090

Pantnagar

Unit I and Unit II

Plot No. 4, Sector-2, Integrated Industrial Estate, Pantnagar,  Distt. Udham Singh Nagar, Uttarakhand- 263146  Tel: 05944-398500, 9760013990, 991, 992; Fax: 05944 - 250064

Unit III

Plot No. 16, Sector-2, Integrated Industrial Estate, Pantnagar,  Distt. Udham Singh Nagar, Uttarakhand - 263146  Tel: 05944-398500; 9760013990, 991, 992; Fax - 05944-250064

Jammu

Unit I, II, III & IV  Lane No.3, Phase II, SIDCO Indl. Complex, Bari Brahmna, Jammu Tel: 01923 - 220123,221970, 222341; Fax: 01923 - 221970

Katni

10.4 Mile Stone, NH -7, Village Padua, Katni, (M.P.) - 483442 Tel: 09826121239, 09816026169

Alwar

SP-C 162, Matsya Industrial Area, Alwar - 301 030, Rajasthan Tel: 0144 - 2881542 / 5132101 / 5132102; Fax : 0144 - 2881302

Pithampur

86-A, Kheda Industrial Area, Sector-3, Pithampur - 454774 Distt. - Dhar (M.P.)  Tel : 07292 - 400046 to 51, Fax : 07292 - 400112

Narendrapur

9, Netaji Subhash Chandra Bose Road, P.O. - Narendrapur Kolkata - 700103, West Bengal  Tel: 033- 2477 2324 - 26, 2477 2620, 2477 2738, 2477 2740, 32919827/28, Mob. - (0)9331048165; Fax: 033- 2477 2621

Silvassa

Unit - I & II

Survey No. 225/4/1, Village Saily, Silvassa - 396240 Dadra & Nagar Haveli ( UT of India) Tel : 07574807744, 07574807700

Newai

G 50-59, IID Centre, NH-12, Road No.1, Newai - 304020 Distt. Tonk ( Rajasthan) - 304020 Tel: 01438 -223342, 223783, 223892

Jalpaiguri

Kartowa, P.O. Mahanvita, P.S. Rajganj Distt. Jalpaiguri (West Bengal) Pin 735135

Tel: 09800008457,09800008456, 09933399800

Nashik

D-55, MIDC, Ambad, Nashik - 422 010 (M.S.) India Tel: 0253- 6623222; Fax : 0253- 2383146, 2383577

ADDRESS FOR CORRESPONDENCE

• For share transfer / dematerialisation of shares, payment of dividend and any other query relating to the shares

- Karvy Computershare Pvt. Ltd.

Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda,  Hyderabad - 500032.  Phone No. - 040 - 67161522 Fax No. - 040-23001153 Website - www.karvy.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: 011-42786000; Fax: 011-23222051

• Chief Compliance Officer

- Mr. A K Jain,

V P (Finance) & Company Secretary, Dabur India Limited, Punjabi Bhawan, 10, Rouse Avenue, New Delhi - 110002. Tel: 011-42786000; Fax: 011-23222051