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Bajaj Consumer Care Ltd.

BSE: 533229 | NSE: BAJAJCON |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE933K01021 | SECTOR: Personal Care

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Annual Report

For Year :
2019 2018 2017 2016 2015 2014 2013 2012 2011

Director’s Report

Directors'' Report

The Directors have pleasure in presenting their 13th Annual Report and the Audited Statement of Accounts for the Financial Year ended March 31, 2019.

Financial Performance

The summarized financial results of the Company for the Financial Year ended March 31, 2019 are presented below:

(Rs, in lacs)

Particulars

Financial Year ended March 31, 2019

Financial Year ended March 31, 2018

Total revenue

92,689.04

85,555.98

Profit before interest, depreciation and tax

29,594.62

28,299.54

Finance cost

109.80

116.01

Depreciation

658.72

685.20

Profit before tax

28,826.10

27,498.33

Provision for taxation - Income Tax

6,212.82

5,871.38

Profit after tax

22,613.28

21,626.95

Other Comprehensive Income

(30.46)

34.84

Total Comprehensive Income

22,582.82

21,661.79

Balance brought forward from previous year

13,024.40

12,665.91

Disposable surplus after adjustments Appropriations-

35,607.22

34,327.70

- Interim dividend

20,650.00

17,700.00

- Corporate dividend tax

4,244.67

3,603.30

- Transfer to General Reserve

-

-

- Balance carried to balance sheet

10,712.55

13,024.40

The Company achieved total revenue of Rs, 92,689.04 lacs as compared to Rs, 85,555.98 lacs in the previous year thereby registering a growth of approximately 8.34% over previous year. Profit before tax was Rs, 28,826.10 lacs as against Rs, 27,498.33 lacs of the previous year. The Profit after tax stood at Rs, 22,613.28 lacs as compared to the profit of Rs, 21,626.95 lacs in the previous year. The operations and financial results of the Company are elaborated in the Management Discussion and Analysis Report.

There have been no material changes & commitments which affects the financial positions of the Company which have occurred between the end of financial year and the date of this report.

Dividend

The Board of Directors of the Company after considering dividend distribution policy had declared and paid an Interim Dividend of 1400% (i.e. Rs,14.00 per share on 14,75,00,000 Equity Shares of the Face Value of Rs, 1/- each) for the Financial Year ended March 31, 2019. Total outgo on the Interim Dividend was Rs, 24,894.67 lacs (including Dividend Tax of Rs, 4,244.67 lacs) as against Rs, 21,303.30 lacs (including Dividend Tax of Rs, 3,603.30 lacs) in the previous year. The above outgo constitutes a payout ratio of 110.24 % of total comprehensive income as against 98.35 % in the previous year. The Board has not proposed any Final Dividend and accordingly, the Interim Dividend paid during the year shall be treated as Final Dividend for the Financial Year ended March 31, 2019.

The Dividend Distribution Policy is available on the website of the Company at http://www.bajajconsumercare.com/ img/Dividend_Distribution_Policy-291116.pdf and also given in Annexure-1 to this Directors'' Report.

Change of name of the company

During the year, name of the company has been changed to ''Bajaj Consumer Care Limited'' from erstwhile name ''Bajaj Corp Limited''. The new name is more in line with the nature of business and takes into cognizance the core values of becoming more consumer centric. Additionally, this new name gives more rounded identity to the corporate brand. It will greatly benefit in terms of consumer recall and help in living vision of the company.

Share Capital

The paid-up Equity Share Capital of the Company as on March 31, 2019 was Rs, 1,475.00 lacs. There was no change in the Company''s Share Capital during the year under review.

Employee Restricted Stock Unit Plan 2018

The shareholders at the Annual General Meeting held on July 23, 2018, had approved an ''Employee Restricted Stock Unit Plan 2018'' (RSU 2018) authorizing grant of not exceeding 7,37,500 options to the eligible employees, in one or more tranches, with each such option conferring a right to apply for one share in the Company in accordance with the terms and conditions under the plan. The RSU 2018, aims to reward employees for their performance as well as to attract and retain talent in the organization. The Company views Restricted Stock Units as an instrument that would enable the Employees to get a share in the value, they create for the Company in the years to come.

During the year under review, Nomination, Remuneration & Corporate governance Committee granted total 2,53,596 options under RSU 2018 to eligible employees, which is equivalent to 0.17% of the paid-up capital of the company. These options will vest over the period of four years from the date of grant. Additional details of the plan as required under Securities & Exchange Board of India (Share Based Employee Benefits) Regulations 2014 are annexed as Annexure-2 and forms part of this report and also uploaded on the website of the company at www.bajajconsumercare.com.

The Statutory Auditors of the Company have certified that the ESOP scheme has been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations,

2014 and in accordance with the resolution passed by the shareholders at the Annual General Meeting held on July 23, 2018, approving such scheme.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements, forming a part of this Annual Report.

Subsidiaries and Associate Companies

During the year under review, no company became/ ceased to be a subsidiary/associate/joint venture of the Company. As on March 31, 2019, the Company had the following unlisted wholly owned subsidiaries namely:

- Uptown Properties and Leasing Private Limited

- Bajaj Bangladesh Limited

- Bajaj Corp International (FZE)

Out of above, Uptown Properties and Leasing Private Limited became ''Material Subsidiary'' as defined in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations (Listing Regulations). The details of the policy for determining ''Material Subsidiary'' is available on the website of the Company at http://www.bajajconsumercare.com/ img/ Policy_on_Material_Subsidiary-291116.pdf.

Pursuant to the provisions of Section 129 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Company has attached along with the Financial Statements, a separate statement containing the salient features of the Financial Statements of its subsidiary companies in the manner prescribed under the Companies Act, 2013 and Rules made thereunder and hence not repeated here for the sake of brevity

Subsidiaries Operations

Uptown Properties and Leasing Private Limited

During the Financial Year ended March 31, 2019, the net profit of Uptown was Rs, 7.34 lacs as against net losses of Rs, 70.76 lacs of the previous Financial Year. There were no business activities during the Financial Year ended March 31, 2019.

Bajaj Bangladesh Limited

During the Financial Year ended March 31, 2019, the Company achieved total revenue of Rs, 25.51 lacs as compared to Rs, 46.24 lacs during the previous Financial Year and net loss was Rs, 42.90 lacs as against 67.99 lacs of the previous Financial Year.

Bajaj Corp International (FZE)

During the Financial Year ended March 31, 2019, the Company achieved total revenue of Rs, 1245.20 lacs as compared to Rs, 363.48 lacs of the previous Financial Year and net loss was Rs, 450.45 lacs as against Rs, 334.58 lacs of the previous Financial Year.

Consolidated Financial Statements

Pursuant to the provisions of Section 129 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Consolidated Financial Statements of the Company and its subsidiaries have been prepared in the same form and manner as mandated by Schedule III to the Companies Act, 2013 and shall be laid before the forthcoming 13th Annual General Meeting (AGM) of the Company

The Consolidated Financial Statements of the Company have also been prepared in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India forming part of this Annual Report. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Audited Accounts of each of its subsidiaries are available on Company''s website at www.bajajconsumercare.com. These documents are also available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays up to the date of the 13th AGM.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

Corporate Social Responsibility (CSR) Initiatives

In accordance with the requirements of the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The Company has also formulated a CSR Policy which is available on Company''s website at http://www.bajajconsumercare.com/img/ Corporate Social_ Responsibility_Policy-291116.pdf.

During the year under review, in compliance with the provisions of Section 135 of the Companies Act, 2013, the Companies (Corporate Social Responsibility) Rules, 2014 and the various notifications/circulars issued by the Ministry of Corporate Affairs, the Company has contributed an amount of approximately Rs, 543.34 lacs to Kamalnayan Jamnalal Bajaj Foundation (the implementing agency engaged in activities specified in Schedule VII of the Companies Act, 2013). The salient features of the CSR policy along with the Report on CSR activities are given in Annexure-3 to this Directors'' Report.

Business Risk Management

The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks. One of the key risks faced by the Company in today''s scenario is the wide and frequent fluctuations in the prices of its raw material. Any further increase in prices of raw materials could create a strain on the operating margins of the Company. Inflationary tendencies in the economy and deterioration of macroeconomic indicators can impact the spending power of the consumer because of which down trading from branded products to non-branded can occur which can affect the operating performance of the Company.

The Company operates in the highly competitive FMCG market with competitors who may have better ability to spend more aggressively on advertising and marketing and more flexibility to respond to changing business and economic conditions. An increase in the amount of competition that we face could have a material adverse effect on our market share and sales.

Any unexpected changes in regulatory framework pertaining to fiscal benefits and other related issues can affect our operations and profitability.

A key factor in determining a Company''s capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently

However, the Company is well aware of the above risks and as part of business strategy has put in a mechanism to ensure that they are mitigated with timely action. The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The details of the Risk Management Policy are available on the Company''s website at http://www. bajajconsumercare. com/img/Risk_Management_Policy-291116.pdf.

In the opinion of the Board of Directors, none of the aforementioned risks affect and/or threaten the existence of the Company.

Vigil Mechanism / Whistle -Blower Policy

The Company has adopted a ''Whistle-Blower Policy'' for Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such mechanism.

The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report forming a part of this Annual Report. The said policy is hosted on Company''s website at http://bajajconsumercare. com/img/Whistle_Blower_ Policy-291116.pdf

Remuneration Policy

The Board on the recommendation of the Nomination, Remuneration & Corporate Governance Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration and to develop & recommend to the Board a set of Corporate Governance Guidelines. The policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations is available on the Company''s website at http://bajajconsumercare.com/img/Policy- on-Nomination-Remuneration-&-Corporate-Governance. pdf.

The salient features of the policy are as below :-

- To identify individuals qualified to be Board Members and in Senior Management, consistent with criteria approved by the Board and to periodically examine the structure, composition and functioning and performance of the Board, its Committees & Senior Management and recommend changes, as necessary;

- To recommend new Board Members in light of resignation of current Members or a planned expansion of the Board;

- To recommend to the Board of Directors to serve on each of the Board Committee;

- To formulate the criteria for evaluation of Independent Directors and the Board.

- To formulate the criteria for determining the qualifications, positive attributes and independence of a Director.

- To recommend to the Board remuneration policy for Directors, Key Managerial personnel and other employees.

- To develop and recommend to the Board a set of Corporate Governance Guidelines;

- To oversee the evaluation of the Board, Committees of the Board and the management.

- To assess the Company''s policies and processes in key areas of Corporate Governance, other than those explicitly assigned to other Board Committees, with a view to ensuring the Company is at the forefront of good corporate governance;

- Review key corporate governance processes not specifically assigned to other committees, and recommend changes needed to ensure that the company is at best practice;

- Examine the impact of significant regulatory and statutory changes applicable to the governance practices of the Company and to recommend measures to implement the same;

- To regularly examine ways to strengthen the Company''s organizational health, by improving the hiring, retention, motivation, development, deployment and behavior of management and other employees.

In this context, the Committee will also review the framework and processes for motivating and rewarding performance at all levels of the organization, will review the resulting compensation awards and will make appropriate proposals for Board approval. In particular, it will recommend all forms of compensation to be granted to Directors, Key Managerial Personnel, Senior Management and other employees of the Company

Board of Directors

Appointment of Ms Lilian Jessie Paul as an Independent Director of the Company

The Board of Directors of the Company, based on the recommendation of Nomination, Remuneration and Corporate Governance Committee and subject to the approval of shareholders, has appointed Ms. Lilian Jessie Paul (DIN: 02864506) as an Additional Director, designated as an Independent Director, with effect from March 19, 2019. Ms. Paul has given a declaration of independence which was taken on record by the Board as required under the Listing Regulations. Ms. Paul will hold the office till the ensuing Annual General Meeting (AGM) and hence her candidature for approval by shareholders has been included under item No. 4 of the notice of the 13th AGM. A notice has been received from a member proposing Ms. Paul, as a candidate for the office of Director of the Company. A detailed profile of Ms. Paul along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM.

Re-appointment of Independent Directors

Pursuant to the provisions of Section 149(10) of the Companies, Act, 2013 the Independent Directors viz. Mr. Aditya Vikram Ramesh Somani, Mr. Gaurav Dalmia and Mr. Dilip Cherian have been re-appointed as Independent Directors for the second term of five (5) years effective April 1, 2019. The detailed performance evaluation of Independent Directors was carried by the Board before recommending their re-appointment to the shareholders.

Resignation of Ms. Vasavdatta Bajaj as a Director

Ms. Vasavdatta Bajaj (DIN: 06976000), Director of the Company stepped down from the Board, effective March 19, 2019 for fulfilling other commitments. The Board places on record its appreciation for the outstanding contribution made by Ms. Bajaj during her tenure as a Director of the Company.

Retirement by Rotation

As per the provisions of Section 152 of the Companies Act, 2013, not less than two-third of the total number of Directors, other than Independent Directors shall be liable to retire by rotation. One-third of these Directors are required to retire every year and if eligible, these Directors qualify for re-appointment. At the ensuing AGM, Mr. Kushagra Nayan Bajaj (DIN: 00017575), Director, retires by rotation and being eligible, offers himself for re-appointment.

A detailed profile of Mr. Bajaj along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM.

Number of Meetings of the Board

The Board met seven times during the Financial Year 2018

19 namely, April 25, 2018; May 29, 2018, July 13, 2018; October 23, 2018, January 09, 2019, January 30, 2019 and March 19, 2019. The maximum time gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the Listing Regulations, Section 173 of the Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors.

Annual evaluation by the Board

Pursuant to the applicable provisions of the Companies Act, 2013 and Listing Regulations, the Board carried out an annual evaluation of its performance as well as of the working of its committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for the Board, committees, Chairman and individual Directors. The Chairman''s performance evaluation was carried out by Independent Directors at a separate meeting.

The Nomination, Remuneration and Corporate Governance Committee have defined the evaluation criteria for the Board, its Committees and Directors. The evaluation exercise is carried out through a structured questionnaire circulated to the Directors covering various aspects of evaluation of the Board, Committee and individual directors.

The Board''s functioning was evaluated on various aspects, including inter alia, degree of fulfillment of key responsibilities, Board structure, composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active participation by all Board Members.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluations of the Independent Directors were carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

In addition, Independent Directors were evaluated based on parameters such as qualification, experience, knowledge and competency, fulfillment of functions, ability to function as a team, initiative, commitment, independence, independent views and judgment, availability, attendance and participation in the discussion at the Meetings, adherence to the Code of Ethics (Code of Conduct) of the Company as well as the Code for Independent Directors as applicable, understanding the environment in which the Company operates and contribution to strategic decision and raising valid concerns to the Board, interpersonal relations with other Directors and management, objective evaluation of Board''s performance, rendering independent unbiased opinion, safeguarding of confidential information and maintaining integrity.

Details of the policy on evaluation of Board''s performance is available on the Company''s website at http:// www.bajajconsumercare.com/img/Board_Performance_ Evaluation_Policy-291116.pdf

Familiarization Programme for Independent Directors

Pursuant to the provisions of Regulation 25 of the Listing Regulations, the Company has formulated a programme for familiarizing the Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives. The details of the aforementioned programme is available on the Company''s website at http://bajajconsumercare. com/img/Familiarisation_Programme_for_Independent_ Directors-291116.pdf

Board Committees

A. Audit Committee

The Audit Committee comprises of following Independent Directors:

1. Mr. Gaurav Dalmia, Chairman of the Committee

2. Mr. Aditya Vikram Ramesh Somani

3. Mr. Dilip Cherian

4. Ms. Lilian Jessie Paul (Appointed on March

19, 2019)

During the financial year under review, all the recommendations made by the Audit Committee were accepted by the Board.

B. Nomination, Remuneration & Corporate Governance Committee

The Nomination, Remuneration & Corporate Governance Committee comprises of following Independent Directors:

1. Mr. Gaurav Dalmia, Chairman of the Committee

2. Mr. Aditya Vikram Ramesh Somani

3. Mr. Dilip Cherian

C. Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of following Directors:

1. Mr. Dilip Cherian, Chairman of the Committee

2. Mr. Kushagra Nayan Bajaj

3. Mr. Sumit Malhotra

D. Corporate Social Responsibility (CSR) Committee

The CSR Committee comprises of following Directors:

1. Mr. Gaurav Dalmia, Chairman of the Committee

2. Mr. Dilip Cherian

3. Mr. Sumit Malhotra

E. Risk Management Committee (Constituted on March 19, 2019)

The Risk Management Committee comprises of the following Members:

1. Mr. Aditya Vikram Ramesh Somani, Chairman of the Committee

2. Mr. Sumit Malhotra

3. Ms. Lilian Jessie Paul

4. Mr. Ankit Chudiwala

5. Mr. Dharmesh Sanghavi

Key Managerial Personnel

During the year under review, Mr. Hitesh Kanani, Company Secretary and Compliance Officer has resigned effective June 19, 2018. The Board places on record its appreciation for the valuable services rendered by Mr. Hitesh Kanani during his tenure as a Company Secretary of the Company.

Mr. Makarand Karnataki has been appointed as Company Secretary and Compliance Officer of the Company with effect from July 13, 2018.

Declaration by Independent Directors

The Independent Directors of the Company have submitted declaration of Independence confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 and Listing Regulations.

Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Utilization of net proceeds from the Initial Public Offer (Issue)

Pursuant to the approval of the Members obtained at the 7th AGM of the Company held on August 2, 2013, the objects of the issue as disclosed in the Prospectus dated August 9, 2010 issued by the Company for its Initial Public Offer were varied. In terms of variation, the Company has proposed to utilize the balance unutilized amount of Rs, 254.72 crore as on March 31, 2013 towards area as specified in the notice of the aforesaid Meeting.

The Company has utilized Rs, 153.89 crore upto March 31, 2019 out of the balance unutilized amount of Rs, 254.72 crore as mentioned above towards the area as specified in the notice of the aforesaid Meeting.

The Company continues with its efforts for development of new products in the personal care segment. The Company has also been actively pursuing opportunities of inorganic growth in the FMCG sector by identifying brands/ products portfolio/companies in personal care segments.

Related Party Transactions

The Board of Directors has adopted a policy on Related Party Transactions. The said Policy is available on

Company''s website at http://bajajconsumercare.com/img/ Related_ Party_Transaction_Policy-291116.pdf.

The objective of the Policy is to ensure proper approval, disclosure and reporting of transactions as applicable, between the Company and any of its related parties. All contracts or arrangements with related parties entered into or modified during the Financial Year were at arm''s length basis and in the ordinary course of the Company''s business. All such contracts or arrangements were entered into only with prior approval of the Audit Committee, except transactions which qualify under omnibus approval as permitted under the law. No material contracts or arrangements with related parties were entered into during the year under review. Therefore, there is no requirement to report any transaction in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

Further, the Company has not entered into any transaction of a material nature with the Promoters, subsidiaries of Promoters, Directors, Key Managerial Personnel or their relatives etc. that may have potential conflict with the interests of the Company

Transactions with Related Parties are disclosed in the notes to accounts annexed to the financial statements.

Internal Financial Controls

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company''s policies, safeguarding of Company''s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon were presented to the Audit Committee of the Board.

Auditors

(a) Statutory Auditors

Members of the Company at the 11th AGM held on July 18, 2017, approved appointment of M/s. Sidharth N Jain & Co., Chartered Accountants (Firm Registration No. 018311C) as the Statutory Auditors of the Company for a term of 5 years to hold the office from the conclusion of 11th AGM till the conclusion of 16th AGM of the Company.

M/s. Sidharth N Jain & Co., have confirmed that they are within the limits specified under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

As required under Regulation 33(1 )(d) of Listing Regulations, M/s. Sidharth N Jain & Co., have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Statutory Auditors Report to the shareholders for the year under review does not contain any modified opinion or qualifications and the observations and comments given in the report of the Statutory Auditors read together with Notes to accounts are self-explanatory and hence do not call for any further explanation or comments under Section 134(f)(i) of the Companies Act, 2013.

During the year under review, the auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013 and therefore, no details are required to be disclosed under Section 134(3)(c)(a) of the Companies Act, 2013.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the Company has appointed M/s. A. K. Jain & Co., Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks or disclaimer and is annexed herewith as Annexure-4 to this Directors'' Report.

Cost Audit

The Ministry of Corporate Affairs vide Notification dated December 31, 2014, made amendment in the Companies (Cost Records and Audit) Rules, 2014, through Companies (Cost Records and Audit) Amendment Rules, 2014. As per the Amendment Rules, the Company is exempted from the requirement to conduct Cost Audit.

Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Companies Act, 2013 and Rules made thereunder.

Corporate Governance Report and Certificate

In compliance with Regulation 34 read with Schedule V(C) of Listing Regulations, a report on Corporate Governance and the certificate as required under Schedule V(E) of Listing Regulations received from the Statutory Auditors of the Company, forms part of this Annual Report.

Compliance of Corporate Governance Standards of New York Stock Exchange (NYSE)

The Company, in order to achieve greater transparency and to comply with internationally prevalent norms of Corporate Governance, has voluntarily adopted Corporate Governance Standards codified in Section 303A of New York Stock Exchange (NYSE) Listed Company Manual. The details of the same and the steps taken by the Company are explained in the Corporate Governance Report.

Compliance of Secretarial Standards of ICSI

In terms of Section 118(10) of the Companies Act, 2013, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors.

Business Responsibility Report

In compliance with Regulation 34 of Listing Regulations, the Business Responsibility Report detailing the various initiatives taken by the Company on environmental, social and governance front is forming a part of this Annual Report. The Board of Directors has adopted a Business Responsibility Policy which is available on Company''s website at http://bajajconsumercare.com/ img/ Business_ Responsibility_Policy.pdf

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-5 to this Directors'' Report.

Extract of Annual Return

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014, is annexed as Annexure-6 which forms an integral part of this report and is also available on the website of the company at www.bajajconsumercare.com.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a policy for prevention of sexual harassment at the work place in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal complaints committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy

The company has complied with the provisions relating to the constitution of Internal Complaints Committee under the above Act.

The following is the summary of sexual harassment complaints received and disposed off during the current financial year

1. Number of Complaints received: Nil

2. Number of Complaints disposed off: Nil

Particulars of Employees

Disclosure required in respect of employees of the Company, in terms of provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Directors'' Report.

The Managing Director of the Company does not receive any remuneration and/or commission from the Company''s holding and/or subsidiary companies.

In terms of Section 136 of the Companies Act, 2013, the Directors Report is being sent excluding the information on employees'' particulars mentioned in Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays up to the date of the 13th AGM. If any Member is interested in inspecting the same, such Member may write to the Company Secretary in advance.

Listing Agreement

In compliance with SEBI Circular No. CIR/CFD/CMD/6/2015 dated October 13, 2015, the Company has executed a Uniform Listing Agreement with BSE Limited and National Stock Exchange of India Limited, where Equity Shares of the Company are listed. Company has paid annual listing fees to both the Stock Exchanges.

Prohibition of Insider Trading

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a ''Code of Conduct for Regulating, Monitoring and Reporting of Trading by insiders'' and ''Code of Fair Disclosure'' of Unpublished Price Sensitive Information to ensure prohibition of Insider Trading in the Organization. The said codes are available on Company''s website at http:// bajajconsumercare.com/img/Code-Of-Conduct For-Regulating- Monitoring-And-Reporting-of_Trading-By-Insiders.pdf

The ''Trading Window'' is closed when the Compliance Officer determines that a designated person or class of designated persons can reasonably be expected to have possession of Unpublished Price Sensitive Information. The Company Secretary of the Company has been designated as Compliance Officer to administer the Code of Conduct and other requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015.

General Disclosure

During the year under review:

a) the Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of Companies Act, 2013 and Rules made thereunder

b) the Company has not made any provisions of money or has not provided any loan to the employees of the Company for purchase of shares of the Company or its holding Company, pursuant to the provisions of Section 67 of Companies Act, 2013 and Rules made thereunder.

c) the Company has not accepted any deposit from the public, pursuant to the Chapter V of Companies Act, 2013 and Rules made thereunder.

d) the Company has not bought back its shares, pursuant to the provisions of Section 68 of Companies Act, 2013 and Rules made thereunder

e) there are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

f) there are no significant material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

Industrial Relations

Industrial relations have been cordial at all the manufacturing units of the Company.

Cautionary Statement

Statements in the Director''s report and the Management Discussion and Analysis Report describing the Company''s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country and other factors which are material to the business operations of the Company.

Acknowledgements

The Directors express their appreciation for the sincere co-operation and assistance of Central and State Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company''s employees. Your Directors acknowledge with gratitude, the encouragement and support extended by our valued shareholders.

For and on behalf of the Board of Directors

Kushagra Nayan Bajaj

Chairman

(DIN:00017575)

Place : Mumbai

Dated : April 9, 2019

Director’s Report