It gives me great pleasure to present to you the performance of your Company along with
audited accounts for the financial year ended March 31, 2024. This report covers the
financial results and other developments during the financial year from April 1, 2023 to
March 31, 2024, in compliance with the applicable provisions of Companies Act, 2013,
("the Act") and the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").
1. Operational Review
This financial year has been a year of resilience and strategic progress for the
Company. Our ability to adapt and thrive in a volatile environment is a testament to the
values imbibed in the ethos of Emami.
In FY24, the Company, posted Consolidated Revenues of Rs. 3578 crore, marking a 5%
increase from the previous year. The year under review presented a complex demand
environment, particularly with subdued consumption in rural markets. Indian households
faced persistent inflationary pressures, with a Kantar LinQ study revealing that 38% of
households were significantly affected. Weak monsoon conditions necessitated increased
MGNREGA spending on wages, signalling deeper income challenges in rural India.
Furthermore, unseasonal rains in the first quarter impacted the sales of our summer
portfolio, while a delayed and milder winter affected demand for our winter products in
the third quarter.
Despite these hurdles, our commitment to innovation and consumer-centric strategies
enabled us to navigate these challenges effectively with the Company's Domestic business
growing by 4% during the year. We continued to invest in marketing and distribution,
ensuring that our products remained accessible and appealing to our customers. Our agility
in responding to market
dynamics and consumer needs has been pivotal in sustaining our growth trajectory.
The Company launched more than 35 new products and variants during the year in the
Domestic business, primarily as digital-first launches on its D2C portal, Zanducare.
Overall, the Company has introduced more than 90 new product developments on Zanducare
since its inception, showcasing a commitment to diversification and innovation.
Increased distribution through Project Khoj expanded coverage to over 20,000 rural
towns since its launch, with more than 15% of direct rural sales achieved from newly
activated coverage towns. This expansion was digitized and geocoded, providing valuable
insights into rural retail behavior and buying patterns to enhance service levels. Sales
enablers such as the Upsell Cross Sell Tool, Beat Optimization, and Chemist outlet
expansion were also scaled up during the year. Additionally, contributions from Modern
Trade increased by 110 basis points to 10.1%, and eCommerce contributions increased by 250
basis points to 11.8% in FY24.
Despite geopolitical tensions and currency depreciation in international markets,
International business grew strongly by 12% in constant currency and 9% in INR terms. In
FY24, sales of 7 Oils in One crossed INR 1 billion in international markets, while Creme
21 also achieved its highest-ever sales. Several existing geographies, including UAE,
Oman, Qatar, Egypt, Saudi Arabia, Sri Lanka, certain Sub-Saharan countries, CIS, and SEA,
recorded their highest-ever revenues. More than two- thirds of manufacturing occurred
outside of India, closer to consumption countries during the year. Additionally, new
products introduced under existing power brands contributed substantially to the top line,
with Creme21 expanding into a holistic skincare brand. Overall, 15 new products and
variants were launched in the International markets in FY24.
Strategic investments in start-ups like The Man Company and Brillare Science, which
became our subsidiaries continued to post strong revenue growth and improved their
profitability. Other strategic investments like Trunativ and Cannis Lupus (Furball Story),
which are Associate Companies, also performed robustly. During the year, the Company
entered the juice category through a strategic investment in Axiom Ayurveda Pvt Ltd,
acquiring a 26% equity stake. Axiom markets beverage products under the brand
"AloFrut", which is the most refreshing and healthy fusion of aloe vera pulp and
fruit blends.
With a moderation in inflation, key raw material prices softened, leading to a 280
basis points expansion of gross margins to 67.5%. EBITDA grew by 10% to Rs. 950 crore,
with margins expanding to 26.5%, an increase of 120 basis points. Profit after tax saw an
impressive growth of 13% to Rs. 724 crore. Despite absorbing around Rs. 230 crore related
to share buyback and two interim dividends totalling Rs. 8 per share (800% of face value
per
share), the company maintained a robust cash balance.
The Company remains focused on achieving sustainable growth and reduced its carbon
footprint during the year. While absolute energy consumption reduced by 12% over FY22, its
renewable energy contribution to total energy consumption increased to 19% in FY24. Water
consumption also reduced by 17% over FY22. The Company was 100% compliant with EPR
regulations with 10485 MT plastic waste recycled in FY24. The Company touched the lives of
5.7 lac individuals through its CSR initiatives and increased its direct sourcing of
inputs from MSME/ small producers to 34% in FY24 from 29% in FY23 marking its social
commitments.
The Company remains optimistic about future growth, supported by a favourable economic
landscape, forecast of a normal monsoon, anticipated rural market recovery, government
initiatives, and promising macroeconomic factors, all contributing to a confident outlook
for sustained positive performance.
Financial results for the year under review are summarised below: Financial results
Particulars |
Standalone |
|
Consolidated |
|
Operating income |
2,92,157 |
2,90,683 |
3,57,809 |
3,40,573 |
Profit before interest, depreciation and taxation |
92,123 |
82,544 |
99,633 |
93,168 |
Interest |
212 |
373 |
998 |
739 |
Depreciation and amortisation |
16,657 |
21,538 |
18,591 |
24,725 |
Profit Before Tax and Exceptional Items |
75,254 |
60,633 |
79,673 |
66,955 |
Exceptional Items |
590 |
- |
590 |
- |
Profit before taxation |
74664 |
60,633 |
79,083 |
66,955 |
Less: Provision for taxation |
|
|
|
|
- Current tax |
12830 |
11,077 |
14,465 |
12,678 |
- Deferred tax ( net ) |
163 |
760 |
(128) |
90 |
- MAT credit entitlement |
(7668) |
(8,554) |
(7,668) |
(8,554) |
Profit after taxation |
69,339 |
57,350 |
72,414 |
62,741 |
Non-controlling interest |
- |
- |
61 |
(1,216) |
Profit after minority interest |
69,339 |
57,350 |
72,353 |
63,957 |
Share of profit/(loss) of associate |
- |
- |
(372) |
(750) |
Profit for the year |
69,339 |
57,350 |
72,414 |
62,741 |
Balance brought forward |
1,38,670 |
1,16,684 |
1,44,008 |
1,15,830 |
Profit available for appropriation |
2,08,008 |
1,74,034 |
2,16,361 |
1,79,787 |
Financial results |
|
|
(Rs. in lacs) |
|
Appropriation |
|
|
|
|
Effects of adoption of new accounting standard , i.e, Ind AS 115 |
|
|
|
|
Interim dividend |
34,920 |
35,292 |
34,920 |
35,292 |
Corporate dividend tax |
|
|
|
|
Re-measurement of net defined benefit plans (net of tax) |
(248) |
72 |
-348 |
-29 |
Acquisition of Non-controlling interests |
- |
- |
2 |
516 |
Balance carried forward Total |
1,73,336 |
1,38,670 |
1,81,787 |
1,44,008 |
|
2,08,008 |
1,74,034 |
2,16,361 |
1,79,787 |
2. Changes in the nature of business, if any
There has been no change in the nature of business of the Company during the financial
year 2023-2024.
3. Dividend
During the year under review, the Company has paid two Interim Dividends aggregating to
Rs. 8/- per share of Re. 1/- each. The two interim dividends so paid will be placed for
confirmation by the members at the ensuing AGM. The total dividend outgo for the financial
year ended March 31, 2024 amounted to Rs. 34920 lacs and dividend pay-out ratio works out
to 50.36%. The dividend pay-out is in accordance with the Company's Dividend Distribution
Policy, which is available on the Company's website https://www.emamiltd.in/
investors/codes-and-policies/
4. Transfer to reserve
Your Directors do not propose to transfer any amount to the general reserve.
5. Material changes and commitments
No material changes and commitments have occurred from the date of close of the
financial year till the date of this Integrated Report, which might affect the financial
position of the Company.
6. Buyback of Equity Shares
The Board of Directors at its Meeting held on 27th March, 2023 had approved
the Buyback of equity shares from its shareholders/ beneficial owners (other than those
who are promoters, members of the promoter group
or persons in control), from the open market through stock exchange mechanism for an
aggregate amount not exceeding INR 18,600 lacs (Rupees Eighteen Thousand Six Hundred Lakh
Only) (Maximum Buy Back size) which represented 9.94% and 9.99% of the aggregate of the
total paid-up capital and free reserves of the Company based on the audited standalone and
consolidated financial statements of the Company respectively as at March 31, 2022.
The Buyback process commenced on 13th April, 2023 and closed on 05th
July, 2023. The Company bought back 46,50,000 equity shares pursuant to the buyback offer
by utilizing a sum of Rs. 18,530.23 lacs (Rupees Eighteen Thousand Five Hundred Thirty
Lakhs and Twenty Three Thousands Only) which represents 99.62% of the Maximum Buyback
Size. The Company has completed the process of extinguishment of 46,50,000 Equity Shares
bought back under the Buyback Process and closed the buyback process on July 05, 2023.
Further the Buyback committee was dissolved by the Board in its meeting held on 06th
November, 2023.
7. Share Capital
As on 31st March, 2024 the authorised share capital of the company is Rs.
50,00,00,000 and the issued, subscribed and fully paid-up share capital of the company is
Rs. 43,65,00,000 which has reduced from previous year Rs. 44,11,50,000 due to the
buy-back.
8. Internal control systems and their adequacy
Your Company has in place an adequate system of internal controls commensurate
with its size, requirements and the nature of operations. These systems are designed
keeping in view the nature of activities carried out at each location and various business
operations.
Your Company's in-house internal audit department along with other audit firms carries
out internal audits at all manufacturing locations, offices and sales depots across the
country and overseas. The objective is to assess the existence, adequacy and operation of
financial and operating controls set up by the Company and to ensure compliance with the
Companies Act, 2013, SEBI (Listing Obligations & Disclosures Requirements)
Regulations, 2015 and corporate codes and policies..
Your Company's internal audit department and risk management system have been
accredited with ISO 9001:2015 and ISO 31000:2018 certifications, respectively.
A summary of all significant findings by the audit department along with the follow-up
actions undertaken thereafter is placed before the Audit Committee for review. The Audit
Committee reviews the comprehensiveness and effectiveness of the report and provides
valuable suggestions and keeps the Board of Directors informed about its major
observations, from time to time.
Internal financial controls
The Company has in place adequate financial controls commensurate with its size, scale
and complexity of its operations. The Company has in place policies and procedures
required to properly and efficiently conduct its business, safeguard its assets, detect
frauds and errors, maintain accuracy and completeness of accounting records and prepare
financial records in a timely and reliable manner.
9. Subsidiary companies, joint ventures and associate companies
Subsidiary companies
Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies
(Accounts) Rules, 2014, the report on performance and financial position of subsidiaries
is included in the Consolidated Financial Statements of the Company. The Company has a
policy for determining the materiality of a subsidiary,
which is available at https://www.emamiltd. in/wp-content/uploads/2023/08/17160727/
Policy-for-Determining-Materiality-of- Subsidiaries.pdf As of March 31, 2024, your
Company had the following subsidiary companies:
i) Emami Bangladesh Ltd., Bangladesh,
wholly-owned subsidiary of Emami Limited;
ii) Emami Lanka (Pvt.) Ltd., Sri Lanka.,
wholly-owned subsidiary of Emami Limited;
iii) Emami International FZE, Dubai, wholly- owned subsidiary of Emami Limited;
iv) Creme 21, GmbH Wholly owned
subsidiary of Emami International FZE;
v) Emami International Personal Care
LLC - Dubai, a wholly-owned subsidiary of Emami international FZE;
vi) Emami Rus (LLC), Russia, a 99.99%
subsidiary of Emami International FZE;
vii) Emami Overseas FZE, Dubai., wholly- owned subsidiary of Emami International FZE;
viii) Pharma Derm SAE Co, Egypt, a 90.60% subsidiary of Emami Overseas FZE;
ix) Brillare Science Pvt. Ltd., wholly-owned
subsidiary of Emami Ltd;
x) Helios Lifestyle Private Limited, a 50.40% subsidiary of Emami Limited.
In compliance with IND-AS-110, your Company has prepared its consolidated financial
statements, which forms part of this Annual Report. Pursuant to the provisions of Section
129(3) of the Companies Act, 2013, a separate statement containing the salient features of
the subsidiary companies in the prescribed form (AOC-1) is a part of the consolidated
financial statements. The accounts of the subsidiary companies will be available to any
member seeking such information at any point of time. The financial statements of the
Company along with the accounts of the subsidiaries will be available at the website of
the Company, https://www. emamiltd.in/investors/results/. and kept open for
inspection at the registered office of the Company.
Brief financial and operational details of the subsidiary companies are provided
hereunder:
Emami Bangladesh Ltd., Bangladesh
Emami Bangladesh Ltd., was incorporated on 25th November, 2004 under the
Companies Act of Bangladesh. It is engaged in the manufacture, import and sale of
cosmetics and ayurvedic medicines from its unit in Dhaka. During the financial year ended
March 31, 2024, the Company clocked revenues worth Rs. 17423 lacs (previous year Rs.
17,922 lacs) and profit/ (loss) after tax of Rs. 4374 lacs [previous year Rs. 3,875 lacs].
Emami Lanka (Pvt) Ltd., Sri Lanka
Emami Lanka (Pvt) Ltd., Sri Lanka was incorporated on 27th June, 2017, with
an objective of tapping the potential of the local market. It started manufacturing
locally through a contract manufacturer. During the financial year 2021-2022, the name of
the Company was changed from Emami Indo Lanka (Pvt) Ltd. to Emami Lanka (Pvt) Ltd.
During the period ended 31st March, 2024, the Company earned revenues of Rs.
1563 lacs (previous year Rs. 891 lacs) and Profit/(loss) after tax of Rs. (217) lacs
[previous year Rs. (53) lacs].
Emami International FZE, Dubai
Emami International FZE, was incorporated on November 12, 2005 in the Hamriyah Free
Zone, Sharjah, UAE and is governed by the rules and regulations laid down by the Hamriyah
Free Zone Authority. It is engaged in the business of purchasing and selling cosmetics and
ayurvedic medicines.
During the financial year ended 31st March, 2024, the Company clocked
revenues worth Rs. 20770 lacs (previous year Rs. 23,479 lacs) and profit/loss after tax of
Rs. 4371 lacs [previous year Rs. 1,477 lacs].
Creme 21, GmbH (Formerly Known as Fentus 113. GmbH)
Fentus 113 GmbH. Germany, was incorporated on 3rd January, 2019. It is
engaged in the business of manufacturing skin care products.
During the period ended 31st March, 2024, the Company earned revenues of Rs.
40 lacs (previous year Rs. 80 lacs) and Profit/ (loss) after tax Rs. (12) lacs [previous
year Rs. (17) lacs].
Emami International Personal Care LLC - Dubai
Emami International Personal Care LLC - UAE, was incorporated on 28th
January, 2022. It has become a Wholly Owned Subsidiary of Emami International, Dubai
w.e.f., 15th February, 2022. It is enaged in the trading business of FMCG
products.
During the period ended March 31, 2024, the Company earned revenues of Rs. 12861 lacs
(previous year Rs. 3,588 lacs) and Profit/(loss) after tax of Rs. (573) lacs [previous
year Rs. (677) lacs].
Emami (RUS) LLC
Emami (RUS) LLC was incorporated on 14th August, 2018 with an objective of
trading of Perfumery products, Cosmetics and Pharma products.
During the period ended March 31, 2024, the Company earned revenues of Rs. 4246 lacs
[previous year Rs. 6,254 lacs] and Profit/ (loss) after tax of Rs. (705) lacs [previous
year Rs. 699 Lacs].
Emami Overseas FZE, Dubai
Emami Overseas FZE was incorporated on November 25, 2010. It is the holding company of
Pharma Derm S. A. E. Co. in Egypt.
During the financial year ended March 31, 2024, the Company earned revenues of Rs. Nil
lacs (previous year: Nil) and Profit/ (loss) after tax of Rs. (9) lacs [previous year
profit of Rs. (8) lac].
Pharma Derm S. A. E. Co.
Pharma Derm S. A. E. Co. was registered on 6th September, 1998 under the
relevant Companies Act of Egypt.
The Company was acquired to manufacture pharmaceuticals, disinfectants, cosmetics,
chemicals, among others as a subsidiary of Emami Overseas FZE in FY 2010-11. The Company
has not yet commenced operations.
During the financial year ended 31st March, 2024, the Company earned
revenues of Rs. Nil [previous year: Nil] and profit/ loss after tax of Rs. (696) lacs
[previous year Rs. (836) lacs].
Brillare Science Private Limited
Brillare Science Private Limited had become a subsidiary of Emami Limited w.e.f., 1st
October, 2021 and w.e.f., 27th March, 2024, it has become a wholly-owned
subsidiary of the company.
It is engaged in the manufacturing of professional saloon products and during the
financial year ended 31st March, 2024, the Company earned revenues worth Rs.
3361 lacs [previous year Rs. 1,958 lacs] and Profit/(loss) after tax of Rs. (1012) lacs
[previous year Rs. (1,133) lacs].
Helios Life Style Private Limited
Helios Life Style Private Limited had become a subsidiary of Emami Limited w.e.f., 1st
July,
2022.
It is engaged in online male grooming sector and during the financial year ended 31st
March, 2024, it earned revenues worth Rs. 18292 lacs (previous year Rs. 11,500 lacs) and a
profit/ (loss) after tax of Rs. 883 lacs [previous year Rs. (2,204) lacs].
Associate companies
As of March 31, 2024, your Company had the following associate companies:
(i) Tru Native F&B Pvt. Ltd.
(ii) Cannis Lupus Services India Pvt. Ltd.
(iii) Axiom Ayurveda Pvt. Ltd.
(iv) Axiom Foods & Beverages Pvt. Ltd.
(v) Axiom Packwell Pvt. Ltd.
Tru Native F&B Pvt. Ltd.
Tru Native is a smart nutrition company dedicated to empowering health and fitness
enthusiasts with affordable and healthy food & nutrition options. The company had made
a strategic investment in Tru Native F & B Pvt Ltd on 5th March, 2022 and
the current strategic investment is equivalent to 20.65% of its paid up share capital on a
fully diluted basis.
During the financial year ended 31st March, 2024 the Company earned revenues
worth Rs. 1599 lacs (Previous year Rs. 324 lacs) and a profit/(loss) after tax of Rs.
(550) lacs [previous year Rs. (421) lacs].
Cannis Lupus Services India Pvt. Ltd.
Cannis Lupus is a pet-care start-up offering Ayurvedic/ herbal remedies for pets under
the brand name "Fur Ball Story". The Company had made a strategic investment in
Cannis Lupus Services India Pvt. Ltd. on 21st July, 2022 and the current
strategic investment is equivalent to 30% of its paid up capital on fully diluted basis.
During the financial year ended March 31, 2024, the Company earned revenue worth Rs.
666 lacs (Previous year Rs. 46 lacs) and a profit/(loss) after tax of Rs. (430) lacs
[previous year Rs. (123) lacs].
Axiom Ayurveda Pvt. Ltd.
Axiom markets beverage products under the brand "AloFrut", the juices of
which are the most refreshing and healthy fusion of aloe vera pulp and fruit blends. The
Company has made Strategic investment in Axiom Ayurveda Pvt. Ltd., on 28th
September, 2023 and the Current Strategic investment is equivalent to 26% of its paid-up
share capital on fully diluted basis.
During the financial year ended 31st March, 2024, the Company earned
revenues worth Rs. 10667 lacs [previous year Rs. 11835 lacs] and a profit/(loss) after tax
of Rs. 522 lacs [previous year Rs. 815 lacs].
Axiom Foods & Beverages Pvt. Ltd.
Axiom Foods & Beverages Pvt. Ltd., is an associate company of Axiom Ayurveda Pvt.
Ltd. The Company has made an investment in Axiom Foods & Beverages Pvt. Ltd., on 28th
September, 2023 and the current investment is equivalent to 26% of its paid-up share
capital on fully diluted basis.
During the financial year ended March 31, 2024, the Company earned revenues worth Rs.
26 lacs [previous year Rs. NIL lacs] and a profit/ (loss) after tax of Rs. (79) lacs
[previous year Rs. (13) lacs].
Axiom Packwell Pvt. Ltd.
Axiom Packwell Pvt. Ltd., is an associate company of Axiom Ayurveda Pvt. Ltd. The
Company has made an investment in Axiom Packwell Pvt. Ltd., on 28th September,
2023 and the current investment in Axiom Packwell Pvt. Ltd is equivalent to 26% of its
paid-up share capital on fully diluted basis.
During the financial year ended 31st March, 2024, the Company earned
revenues worth Rs. 2 lacs [previous year Rs. NIL lacs] and a profit/(loss) after tax of
Rs. (17) lacs [previous year Rs. (2) lacs].
10. Public Deposits
The Company has not accepted any public deposits covered under Chapter V of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
11. Non-convertible debentures
The Company did not issue any nonconvertible debentures during the financial year
2023-24.
12. Consolidated financial statements
The consolidated financial statements, prepared in accordance with IND-AS 110-
Consolidated Financial Statements, form part of this Integrated Report. The net worth of
the consolidated entity as on March 31, 2024, stood at Rs. 2,44,659 lacs as against Rs.
2,30,280 lacs at the end of the previous year.
13. Compliance with Secretarial Standards of ICSI
The Ministry of Corporate Affairs has mandated SS-1 and SS-2 with respect to Board
meetings and General Meetings respectively. The Company has ensured compliance with the
same.
14. Transfer of Unclaimed Dividend and Unclaimed shares to Investor Education and
Protection Fund
The details relating to unclaimed dividend and unclaimed shares forms part of the
Corporate Governance Report.
15. Auditors and Auditors' Reports Statutory auditor
Your Company's Statutory Auditors, M/s. S. R. Batliboi & Co. LLP, Chartered
Accountants (firm registration number 301003E/E300005), were re-appointed as the Statutory
Auditors of the Company for a second term of consecutive five years from the conclusion of
39th Annual General meeting till the conclusion of 44th Annual
General Meeting.
The Auditor's report on the standalone financial statement of the Company for the
financial year ended on 31st March, 2024 does not contain any qualification,
reservation or adverse remark or disclaimer.
The Auditor's in their report to the members, on the consolidated financial statement
of the Company, have given qualified opinion on the basis of one subsidiary, whose
financial results/ statements were not audited by the auditors, and were furnished to them
by the management. The management believes that there would not be any significant impact,
had the financial information been subjected to audit by the auditors.
Pursuant to Regulation 34(2)(a), statement on Impact of Audit Qualifications as
stipulated in Regulation 33(3)(d) for qualified opinion on consolidated financial
statement is attached as Annexure 'IV', and forms part of this Report.
Secretarial auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed M/s MKB & Associates, Practicing Company Secretaries (FRN:
P2010WB042700) as its secretarial
auditor to undertake the Secretarial Audit for FY 2023-2024.
The secretarial audit report certified by the secretarial auditors, in the specified
form MR-3 is annexed herewith and forms part of this report (Annexure I). The secretarial
audit report does not contain any qualifications, reservations or adverse remarks.
Furthermore, the Secretarial Auditor M/s MKB & Associates,
Practicing Company Secretaries, has also certified the compliance as per the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same has been
intimated to the stock exchanges within the stipulated time.
Cost Auditor
The Company's Cost Auditors, M/s. V.K. Jain & Co. (Firm Registration Number:
00049), were appointed by the Board of Directors at its meeting held on May 25, 2023 to
audit the cost accounting records, as may be applicable to the Company for FY 2023-24 and
their remuneration was approved during the previous Annual General Meeting.
As per the requirements of section 148 of the Act read with the Companies (Cost Records
and Audit) Rules, 2014, the Company has maintained cost accounts and records in respect of
the applicable products for the year ended March 31, 2024.
M/s V. K. Jain & Co has been reappointed as cost auditors for FY 2024-25 by the
Board of Directors in its meeting held on 29th May, 2024 and the remuneration
payable to the cost auditors is required to be placed before the members in the ensuing
Annual General Meeting for their ratification. M/s V. K. Jain & Co. have given their
consent to act as Cost Auditors and confirmed that their appointment is within the limits
of the section 139 of the Companies Act, 2013.
Accordingly, a resolution seeking members' ratification for the remuneration payable to
the Cost Auditor is included in the notice convening the Annual General Meeting. The Board
recommends the same for approval by members at the ensuing Annual General Meeting.
Pursuant to Companies (Cost Records and Audit) Rules, 2014, the Cost Audit Report for
the financial year March 31, 2023 was filed with the Ministry of Corporate Affairs within
prescribed time.
16. Conservation of energy, technology and exchange outgo
The particulars of conservation of energy, technology absorption and foreign exchange
earnings and outgo in accordance with the
provisions of Section 134(3) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts of Companies) Rules, 2014, is annexed herewith and forms part of this
Report. (Annexure II).
17. Annual Return
In terms of Section 92(3) the Companies Act 2013 and Rule 12 of the Companies
(Management and Administration) Rules 2014, a copy of the Annual Return of the Company for
the financial year ended on 31st March, 2024 is available on the website of the
Company at http://www.emamiltd.in/investor-info/index. php#Compliance
18. Corporate Social Responsibility
Corporate social responsibility forms an integral part of your Company's business
activities. The Company carries out its corporate social responsibility initiatives not
just in letter but also in spirit and thus has touched thousands of lives across India.
In compliance with Section 135 of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted a CSR
policy, which is available at: https://www.emamiltd.
in/wp-content/themes/emami/pdf/CSR- Policy.pdf
The Report on CSR expenditures during the FY 2023-24 is annexed herewith and forms part
of this report (Annexure III).
During the year, the Company spent Rs. 1201.36 lacs on CSR activities against net
obligations of Rs. 1198.24 lacs, which includes Rs. 170 lacs towards its on-going projects
which has been transferred to a separate bank account in compliance with Section 135(6) of
the Companies Act, 2013. Also, there is an excess spent of Rs. 3.12 lacs during the year
under review which is available for set off in the succeeding Financial Year.
19. Directors and Key Managerial Personnel
Directors retire by rotation
In accordance with the provisions of Section 152 of the Companies Act 2013 read with
Rules made thereunder, Shri Prashant Goenka, Shri
R. S. Goenka and Smt. Priti A. Sureka are liable to retire by rotation at the 41st
Annual General Meeting and being eligible, offer themselves for re-appointment.
Whole-Time Director
Shri Prashant Goenka was re-appointed as a Whole-Time Director w.e.f., 20th
January, 2024 for a further period of five years by the members through Postal Ballot.The
term of appointment of Smt. Priti A. Sureka will complete on 29th January,
2025. Based on the recommendation of the Nomination & Remuneration committee, the
Board has re-appointed Smt. Priti A. Sureka, as a WholeTime Director, for a further period
of five years, commencing from 30th January, 2025 subject to approval of the
shareholders at the ensuing Annual General Meeting.
Independent Directors
The first term of appointment of Shri Anjanmoy Chatterjee, Smt. Avani Davda and Shri
Rajiv Khaitan as Independent Directors of the Company will be completed on 1st
August, 2024. Considering their skills, expertise and contribution and based on the
recommendation of the Nomination and Remuneration Committee, the board has proposed their
re-appointment for a second term of five consecutive years commencing from 2nd
August, 2024 and approval of members have been sought by way of Special Resolutions
through Postal Ballot pursuant to section 110 of the Companies Act, 2013 read with Rule 20
and Rule 22 of the Companies (Management and Administration) Rules, 2014.
Pursuant to section 149 of the Companies Act, 2013 and Regulation 25(8) of SEBI Listing
Regulations, 2015 the company has received declarations from all the Independent Directors
that they have met the criteria of Independence. The re-appointment of Independent
Directors is as per the Board Diversity Policy of the Company.
None of the Directors of the Company is disqualified for being appointed/ re-appointed
as Directors, as specified under section 164(2) of the Companies Act, 2013 and Rule 14(1)
of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Key Managerial Personnel
Shri Sandeep Kumar Sultania was appointed by the Board of Directors on recommendation
of the Nomination and Remuneration committee as the Company Secretary & Compliance
Officer of the Company with effect from June 01, 2023, upon retirement of Shri. A. K.
Joshi, former Company Secretary of the Company.
20. Business Responsibility and Sustainability Report
As required under Regulation 34 of SEBI Listing Regulations 2015, the Business
Responsibility and Sustainability Report of the Company for the financial year ended March
31, 2024 is attached as part of the Integrated Annual Report.
21. Dividend Distribution Policy
The Company has formulated a Dividend Distribution Policy, which has been displayed on
the website of the Company, https://www.emamiltd.in/wp-content/
uploads/2023/08/17160454/Dividend Distribution Policy Emamiltd.pdf
22. Credit Rating
Brief details of the ratings received from credit rating agency are given in the
Corporate Governance Report forming part of this Integrated Annual Report.
23. Board induction, training and familiarization programme for Independent Directors
Prior to the appointment of an Independent Director, the Company sends a formal
invitation along with a comprehensive note on the Company's profile, the Board structure
and other pertinent details to the prospective Independent Director. At the time of
appointment of the Director, a formal letter of appointment outlining the duties,
responsibilities and role anticipated of the newly appointed Director of the Company is
provided. Along with being fully informed about the various compliances required from
him/her as a Director under the various provisions of the Companies Act 2013, SEBI Listing
Regulations,
2015, SEBI (Prohibition of Insider Trading) Regulations, 2015, the Code of Conduct of
the Company and other pertinent regulations, the Director's role, functions and
responsibilities are also explained to them in detail.
A Director, upon appointment, is formally inducted to the Board. In order to
familiarize the Independent Directors about the various business drivers, they are updated
through presentations at Board Meetings about the performance and financials of the
Company. They are also provided presentations about the business and operations of the
Company from time to time.
The Directors are also updated on the changes in relevant corporate laws relating to
their roles and responsibilities as Directors. The details of the Board familiarisation
programme for the Independent Directors can be accessed at: https://www.emamiltd.in/investors/
corporate-governance/familiarization-pro - gramme-independent-directors/
24. Performance evaluation
Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with rules
made thereunder, Regulation 17(10) of the SEBI Listing Regulations and the Guidance note
on Board evaluation issued by SEBI vide its circular dated January 5, 2017, the Company
has framed a policy for evaluating the annual performance of its Directors, Chairman, the
Board as a whole, and the various Board Committees. The Nomination and Remuneration
Committee of the Company has laid down parameters for performance evaluation in the
policy.
The Board also evaluated the performance of each of the Directors, the Chairman, the
Board as a whole and all committees of the Board. The process of evaluation is carried out
in accordance with the Board Evaluation Policy of the Company and as per the criteria laid
down by the Nomination & Remuneration Committee.
25. Number of meetings of the Board
The Board of Directors held four meetings during the year on May 25, 2023, August 07,
2023, November 06, 2023 and February 09,
2024. The maximum gap between any two meetings was less than 120 days, as stipulated
under SEBI's Listing Requirements, 2015. The details of Board Meetings held and attendance
of Directors are provided in the Report on Corporate Governance forming part of this
Integrated Annual Report.
26. Committees of the Board
The Company has constituted/reconstituted various Board-level committees in accordance
with the requirements of Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Board
has the following committees as under:
I. Audit Committee
II. Nomination and Remuneration Committee
III. Stakeholders Relationship Committee
IV. Corporate Governance Committee
V. Corporate Social Responsibility Committee
VI. Risk Management committee
VII. Finance Committee
VIII. Share Transfer Committee
IX. Shares Buy-back Committee (Dissolved on 6th November, 2023)
Details of all the above Committees along with composition and meetings held during the
year under review are provided in the Report on Corporate Governance forming part of this
Integrated Report.
27. Separate meeting of
Independent Directors
Details of the separate meeting of the Independent Directors held and attendance of
Independent Directors therein are provided in the Report on Corporate Governance forming
part of this Integrated Report.
28. Whistle-blower policy
The Company has established an effective Whistle-blower policy (Vigil mechanism) and
procedures for its Directors and employees. The details of the same are provided in the
Corporate Governance Report, which forms part of the Integrated Annual Report. The
vigil mechanism of the Company provides for adequate safeguards against victimization of
Directors, employees and third parties who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee in exceptional cases.
The policy on vigil mechanism may be accessed on the Company's website at: https://www.emamiltd.in/wp-
content/uploads/2023/08/17161434/ WhistleBlowerPolicyEmami.pdf.
29. Remuneration policy
The remuneration policy of the Company seeks to attract, retain and motivate talented
individuals at the executive and Board levels. The remuneration policy seeks to employ
people who not only meet the eligibility requirements but also possess the qualities
required to blend in with the company's corporate culture. The remuneration policy seeks
to provide performance-based, well- rounded compensation packages, while accounting for
applicable laws and industry norms.
The remuneration policy ensures that the remuneration to the directors, key managerial
personnel and the senior management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to the working of the
company and its goals. The remuneration policy adheres to the 'pay-for- performance'
principle.
The Company's policy on remuneration and appointment of Board members as mentioned in
the Remuneration Policy have been disclosed on the Company's website: https://www.emamiltd.in/wp-content/
uploads/2023/08/17155929/Remuneration- Policy-Emami-Ltd.pdf.
30. Related party transactions
All the related party transactions entered into by the company were conducted in the
normal course of business on an arm's length basis. There were no significant agreements
or material contracts or arrangements with related parties during the year under
consideration.
Accordingly, disclosure of Related Party Transaction as required under Section 134(3)
(h) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in
form AOC-2 is not applicable.
During the year, the Audit Committee had granted an omnibus approval for transactions,
which were repetitive in nature for one financial year. All such omnibus approvals were
reviewed by the Audit Committee on a quarterly basis. All related party transactions were
placed in the meetings of Audit Committee and the Board of Directors for the necessary
review and approval. The Company has developed and adopted relevant SOPs for the purpose
of monitoring and controlling such transactions.
Your Company's policy for transactions with the related party which was reviewed by the
Audit Committee and approved by the Board, can be accessed at: https://www.emamiltd.
in/wp-content/uploads/2023/08/17161259/ PolicyforTransactionswithRelatedParties.pdf.
31. Particulars of loans, guarantees and investments
Particulars of loans, guarantees and investments made by the Company pursuant to
Section 186 of the Companies Act, 2013 are given in the notes to financial statements. The
Company has granted loans, provided guarantee and made investment in its wholly owned
subsidiary(ies)/associate(s) and other body corporate for their business purpose. The
Company also holds securities of other body corporates as strategic investor.
32. Particulars of employees and
managerial remuneration
The information of employees and managerial remuneration, as required under Section
197(2) read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, and other details are annexed herewith and forms part
of this Report.
The statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employees as required under Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, has been provided in a separate
annexure forming part of this report.
Further, the report and accounts are not being sent to the members excluding the
aforesaid annexure. In terms of section 136 of the Act, the said annexure is open for
inspection and any member interested in obtaining a copy of the same may write to the
Company Secretary.
33. Board Policies
The details of the policies approved and adopted by the Board as required under the Act
and Securities and Exchange Board of India (SEBI) regulations are provided in the
Corporate Governance Report, forming part of this Integrated Annual Report.
34. Management Discussion and Analysis and Corporate Governance Report
As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations 2015,
Management Discussion and Analysis, Corporate Governance Practices followed by your
Company, together with a certificate from the Company's auditors confirming compliance of
conditions of Corporate Governance are an integral part of this Integrated Annual Report.
35. Risk management system
The Company has developed and implemented a risk management policy which is
periodically reviewed by the management. The system also complies with the requirements
laid down under the ISO 31000: 2018 norms.
In accordance with Regulation 21 of SEBI Listing Regulations, 2015, the enterprise risk
management policy of the Company, which has been duly approved by the Board, is reviewed
by the Risk Management Committee, Audit Committee and the Board on a quarterly basis. The
risk management process encompasses practices relating to identification, assessment,
monitoring and mitigation of various risks to key business objectives. Besides exploiting
the business opportunities, the risk management process seeks to minimise adverse impacts
of risk to key business objectives.
36. Prevention of sexual harassment at workplace
Your Company is dedicated to providing a work environment that guarantees every female
employee is treated with dignity, respect and equality. Emami maintains a zero-tolerance
policy towards sexual harassment and any such behaviour invites serious disciplinary
action.
In accordance with the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH), your Company has implemented a policy to
prevent sexual harassment of its women employees. This policy enables every employee to
freely report any incidents with the assurance that prompt action will be taken. The
policy lays down severe punishment for any violations of the same. The Company has also
adhered to the requirements of constituting an internal complaints committee under POSH.
During the year under review, the company had received two complaints under the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
it has been resolved. There is no pending case at any of the business places of the
Company.
Several initiatives were undertaken during the year to demonstrate the Company's zero
tolerance philosophy against discrimination and sexual harassment including awareness
programme, which included creation and dissemination of comprehensive and easy-
to-understand training and communication material.
37. Details of significant and material orders passed by regulators/courts/ tribunals
There was no instance of any material order passed by any regulators/courts/tribunals
impacting the going concern status of the Company.
38. Other Confirmations
There are no instances of one-time settlement with any Bank or Financial Institutions.
39. Directors' Responsibility Statement
Pursuant to the requirements laid down under
Section 134(5) of the Companies Act, 2013,
with respect to the Directors' Responsibility
Statement, the Directors confirm that:
I. In the preparation of the annual accounts for the year ended March 31, 2024, the
applicable accounting standards have been followed and no material departures have been
made;
II. The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as on March 31, 2024, and of the profit
of the Company for the year ended on that date;
III. The Directors have taken proper and sufficient care 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;
IV. The annual accounts were prepared on a going concern basis;
V. The Directors have laid down effective internal financial controls to consistently
monitor the affairs of the Company and ensured that such internal financial controls were
adequate and operating effectively;
VI. The Directors have devised a proper system to ensure compliance with the provisions
of all applicable laws and that the same are adequate and operating effectively.
40. Integrated Report
Emami has voluntarily provided the members with an Integrated Report, which discusses
the organization's strategy, governance structure, performance, and opportunities for
creating value based on the six types of capital: financial, manufactured, intellectual,
human, social and relationship, and natural capital, for the interest of all stakeholders
of the company.
41. Acknowledgements
Your Directors would like to acknowledge and place on record their sincere appreciation
of all stakeholders - shareholders, bankers, dealers, vendors and other business partners
for the unstinted support received from them during the year under review. Your Directors
recognise and appreciate the efforts and hard work of all the employees of the Company and
their continued contribution to its progress.