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Updated:22 Aug, 2019, 10:19 AM IST

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Updated:22 Aug, 2019, 10:25 AM IST

DIRECTORS REPORT

Your Directors have pleasure in presenting their report on the business and operations of the Company and audited accounts for the financial year ended March 31, 2015.

1. Performance Highlights

The Indian FMCG sector saw major challenges – change in the political climate of the country, climatic unpredictability, erratic interest rates, weakening of the currency, increasing competition, to name a few. In spite of the said challenges, performance of your Company's existing product portfolio was praiseworthy as they improved their market shares both domestically and globally. The new product launches too performed reasonably well and contributed around 4.7% of the consolidated turnover. The Company registered a growth of 21.8% in revenues to Rs.2,217 crores compared to Rs. 1,821 crores in Financial Year 2013–14; consolidated profit after tax increased by a strong 20.7% to Rs.486 crores as against Rs.402 crores in Financial Year 2013–14. Standalone turnover, however, increased by 19.1% to Rs.2,031 crores and profit after tax increased by 18.4% to Rs.472 crores.

2. Dividend

Your Directors are pleased to recommend a final dividend of Rs.3 per share (300% on the Company's share capital) for the financial year 2014–15. The Board of Directors had declared an interim dividend of Rs.4 per share (400% on the Company's share capital) at its meeting held on September 17, 2014. The final dividend is subject to approval of shareholders at the ensuing Annual General Meeting. The dividend, if approved, will be paid to members whose names appear in the Register of Members as on July 29, 2015. With respect to the shares held in dematerialised form, it would be paid to the members whose names are furnished by NSDL and CDSL as beneficial owners as on the said date. The total dividend outgo for the financial year ended March 31, 2015 amounts to Rs.1,882 crores including the dividend distribution tax. The dividend payout ratio works out to 39%.

3. Transfer to Reserves

Your Directors propose to transfer an amount of h300 crores to the General Reserves.

4. Operations and State of Affairs of the Company

The year witnessed remarkable performance with all–round growth from all the business segments and sales channels. Market shares of all the key brands strengthened. Navratna, Boroplus, Fair and Handsome, Zandu, Mentho Plus and Pancharishta have all improved their market shares domestically and globally. The new launches also performed reasonably well and contributed around 4.7% of the consolidated turnover. Consumer Care and Health Care Divisions have performed exceedingly well growing by 18.7% and 24.9% respectively. International business, with a growth of 43.5%, has contributed 14.3% of the turnover, up from 12.2% in the previous year.

The remarkable performance has been achieved despite challenges of erratic seasons, currency fluctuations particularly in the CIS regions and competitive marketing scenario. The company took many initiatives to achieve aggressive topline yet meaningful bottom–line growth. While coverage in the general trade was increased, penetration in the modern trade was aggressively ramped up. Many distribution improvement initiatives were undertaken coupled with secondary sales tracking and enhanced IT–enablement. Many projects of product efficiency enhancement and cost reduction initiatives were undertaken. Advance booking of raw materials and e–sourcing were resorted, to keep costs under control. While close monitoring on costs was done on one hand, spending on growth initiatives was highly encouraged. Around Rs.392 crores was spent on advertisement and promotional costs, accounting for 17.7% of the turnover. All the above initiatives have resulted in a spectacular growth of 21.8% in the topline at Rs.2,217 crores and 20.7% growth in profit after tax at Rs.486 crores.

Overall, the performance has been highly satisfactory despite economic and industry challenges. With the long–awaited strategic reforms of economy on the anvil and industry poised for exponential growth, your Company is attractively positioned to take benefit of this growing opportunity. Emami therefore looks to the future with optimism and confidence.

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 Report, which affect the financial position of the Company.

6. Share Capital

During the year under review the company has not altered its share capital.

7. Acquisitions

To achieve inorganic growth in operations, your Company is aggressively working for acquisitions of brands, businesses, etc. which have synergy with the business operations of the Company. Your Company, during the year under review, has acquired "She Comfort", a quality brand of sanitary napkin products.

Your Company has also acquired, through Emami International FZE (a wholly owned subsidiary), controlling stake of 66.67% in M/s Fravin Pty. Ltd. a company based in Australia, along with its subsidiaries, with major strengths in R&D and manufacture of natural and organic personal care products in Australia. Consequent to such acquisition, Fravin Pty. Ltd. and its three subsidiaries have become subsidiaries of the Company.

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, in collaboration with reputed audit firms, carries out internal audit at all manufacturing locations, offices and sales depots across all locations of the country. Their objective is to assess the existence, adequacy and operation of financial and operating controls set up by the Company and to ensure compliance of applicable statutes and corporate policies.

Shri Manoj Agarwal, Chief Risk Officer and Sr. VP–Audit & Controls, acts as the Internal Auditor of the Company under Section 138 of the Companies Act, 2013.

A summary of all audit reports containing significant findings by the audit department along with the follow–up actions 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 of its major observations from time to time. Your Company's Internal Audit Department and Risk Management System has been accredited with ISO 9001:2008 and ISO 31000:2009 certification respectively.

9. Subsidiary Companies, Joint Venture and Associate Companies

A. Subsidiary Companies

As of March 31, 2015, your Company has the following subsidiary companies:

1. Emami Bangladesh Ltd., wholly–owned subsidiary of Emami Limited

2. Emami UK Ltd., wholly–owned subsidiary of Emami Limited

3. Emami International FZE, UAE, wholly–  owned subsidiary of Emami Limited

4. Emami Overseas FZE, UAE, wholly–owned subsidiary of Emami International FZE

5. Pharma Derm S A E Co, Egypt, 90.60% subsidiary of Emami Overseas FZE

6. Fravin Pty. Ltd., Australia, 66.67% subsidiary of Emami International FZE

7. Greenlab Organics Ltd., Australia, a subsidiary of Fravin Pty. Ltd.

8. Diamond Bio–tech Laboratories Pty. Ltd., Australia, a subsidiary of Fravin Pty. Ltd.

9. Abache Pty Ltd, Australia, a subsidiary of Diamond Bio–tech Laboratories Pty. Ltd.

Apart from Fravin Pty. Ltd. and its three subsidiaries namely, Greenlab Organics Ltd., Diamond Bio–tech Laboratories Pty. Ltd and Abache Pty. Ltd., no other company(ies) has/have become or ceased to be Subsidiary/(ies) or Joint Venture(s) or Associate Company/(ies), during the period under review.

In compliance with Accounting Standard 21, your Company has prepared its consolidated financial statements, which forms part of this annual report. Pursuant to the provisions of section 129(3) of 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, www.emamiltd.in , and kept open for inspection at the registered office of the Company.

Brief financials and operations of subsidiary companies are given hereunder:

Emami Bangladesh Ltd.

Emami Bangladesh Ltd., a wholly owned subsidiary of Emami Limited, was incorporated on November 25, 2004 under the Companies Act of Bangladesh. The Company is engaged in manufacturing of cosmetics and ayurvedic medicines at its manufacturing unit in Dhaka. The company is also engaged in import and sale of cosmetics.

During the financial year ended March 31, 2015, the company registered revenues of Rs.8,238 lacs (previous year h6,657 lacs) and profit after tax of Rs.298 lacs (previous year Rs.295 lacs).

Emami UK Ltd

Emami UK Limited, a wholly owned subsidiary of the company, was incorporated on September 13, 2000 under the Companies Act of United Kingdom.

The company is engaged in the business of purchase and sale of cosmetics and toiletries.

During the financial year ended March 31, 2015, the company recorded total revenues of Rs.71 lacs (previous year Rs.130 lacs) and a loss of Rs.18 lacs (previous year profit of Rs.2 lacs). The Company has applied for dissolution.

Emami International FZE

Emami International FZE, a wholly owned subsidiary of Emami Limited, was incorporated on November 12, 2005 in Hamriyah Free Zone Authority and is governed by the Rules and Regulations of Hamriyah Free Zone Establishments.

The Company is engaged in the business of purchasing and selling of cosmetics and ayurvedic medicines.

During the year under review, Emami International FZE, acquired a controlling stake of 66.67% in Fravin Pty. Ltd., an Australia based company, along with its 3 (three) subsidiaries. Fravin Pty. Ltd. is engaged in manufacturing of natural and organic personal care products.

During the financial year ended March 31, 2015, the Company registered total revenues of Rs.20,074 lacs (previous year Rs.12,905 lacs) and profit after tax of Rs.1,518 lacs (previous year loss of Rs.20 lacs).

Emami Overseas FZE

Emami Overseas FZE, a wholly owned subsidiary of Emami International FZE, was incorporated on November 25, 2010. The Company is the holding company of Pharma Derm S A E Co, Egypt.

During the financial year ended March 31, 2015, the company recorded Nil (previous year nil) revenues and a loss of Rs.346 lacs (previous year loss of Rs.355 lacs).  

Pharma Derm S A E Co, Egyp

Pharma Derm S A E Co, Egypt Pharma Derm S A E Co, a 90.60% subsidiary of Emami Overseas FZE, was registered on September 6, 1998 under the relevant Companies Act of Egypt.

The object of the Company is to manufacture pharmaceuticals, disinfectants, cosmetics, chemicals, etc. The management of the Company was taken over by Emami Overseas FZE in the financial year 2010–11; since then, the Company has not commenced its operation.

During the financial year ended March 31, 2015, the company recorded Nil revenues and a loss of Rs.154 lacs (previous year loss of Rs.43 lacs).

Fravin Pty. Ltd.

Fravin Pty. Ltd., based in Australia, was promoted by leading Trichologist and world master hairdresser, Peter Francis. The group, having major strengths in R&D and manufacture of natural and organic personal care products, has also been the recipient of various international prestigious awards in recognition of high standards of quality of its products. Fravin, together with its group companies, manufactures a full range of hair care and skin care products certified by various certification bodies in Australia and United States such as Australian Certified Organic (ACO) and United States Department of Agriculture (USDA), to name a few.

During the year under review, the Company, through its subsidiary (Emami International FZE), has acquired a controlling stake of 66.67% in Fravin Pty. Ltd.

From the date of its becoming a subsidiary till March 31, 2015, the Company recorded revenues of Rs.32 lacs and loss of Rs.2 lacs.

Diamond Bio–tech Laboratories Pty. Ltd.  

Diamond Bio–tech Laboratories Pty. Ltd., an Australia–based subsidiary of Fravin Pty Ltd, is involved in export of organic products.

From the date of its becoming a subsidiary till March 31, 2015, the Company recorded nil revenues and loss of Rs.28 lacs.

Greenlab Organics Limited UK Greenlab Organics Limited UK, a UK–based subsidiary of Fravin Pty. Ltd., is involved in registration of brands and related activities.

The company is yet to commence business.

Abache Pty. Ltd.

Abache Pty. Ltd., a subsidiary of Diamond Bio–tech Laboratories Pty. Ltd., is involved in operating Beauty salons in Australia. Abache has several personal care products to its credit. Abache was awarded the 1st place in the Green Formulations category at the Sustainable Beauty Awards 2014 held in Paris.

From the date of its becoming a subsidiary, the Company recorded revenues of Rs.9 lacs and loss of Rs.21 lacs during the financial year ended March  31, 2015.

B. Joint Venture and Associate Company

Your Company does not have any Joint Venture(s) or Associate Company(ies) as per the Companies  Act, 2013.

10. Deposits

Your Company has not accepted any deposits covered under Chapter V of the Companies Act 2013.

11. Consolidated Financial Statements

The consolidated financial statements, prepared in accordance with Accounting Standard 21 – Consolidated Financial Statements, forms part of this report. The net worth of the consolidated entity as on March 31, 2015, stood at Rs.123,064 lacs as against Rs.93,212 lacs at the end of the previous year.

12. Auditors and Auditors' Reports

Statutory Audit:

Your Company's Auditors, M/s. S. K. Agrawal & Co., Chartered Accountants, were appointed as the Statutory Auditors at the 31st Annual General Meeting for a term of 3 years. Their appointment is to be ratified by the shareholders under Section 139 of the Companies Act, 2013 at the ensuing Annual General Meeting.

The Statutory Auditor's Report does not contain any qualification, reservation or adverse remark.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s MKB & Associates, Practicing Company Secretaries, as its Secretarial Auditor to undertake the Secretarial Audit for the financial year 2014–15. The Secretarial Audit Report certified by our Secretarial Auditors, in the specified form MR–3 is annexed herewith and forms part of this report. (Annexure–I)

Cost Audit:

Your Company's Cost Accountant, M/s. V.K. Jain & Co., was appointed by the Board of Directors at its meeting held on May 5, 2014 to audit the Cost Accounting records, as may be applicable to the Company for the financial year 2014–15 and their remuneration has been approved at the previous Annual General Meeting.

13. Conservation of Energy, Technology and Foreign Exchange Outgo

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with the provisions of Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith and forms part of this report. (Annexure II)

14. Extract of Annual Return

The details of the extract of the Annual Return in form MGT 9 is annexed herewith and forms part of this report. (Annexure III)

15. Corporate Social Responsibility

Corporate Social Responsibility (CSR) forms an integral part of your Company's business activities. Your Company is a responsible corporate citizen, supporting activities related to the benefit of the society as a whole.

Emami Limited carries out its Corporate Social Responsibilities not just in letter but also in spirit. As a result, Emami Limited has touched thousands of lives through its CSR activities.

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 – Emami Corporate Social Responsibility Policy, which is available at <http://www.emamiltd.in/holistic–living/pdf/> CorporateSocialResponsibilityPolicyofEmamiLtd.pdf.

The Annual Report on CSR expenditures for the financial year 2014–15 is annexed herewith and forms part of this report. (Annexure IV)

16. Directors and Key Managerial Personnel

The Company, at its 31st Annual General Meeting held on August 9, 2014, appointed the existing Independent Directors namely Shri K. N. Memani, Shri Y. P. Trivedi, Shri M. D. Mallya, Shri P. K. Khaitan, Shri S. B. Ganguly, Shri Sajjan Bhajanka, Shri Amit Kiran Deb and Vaidya Suresh Chaturvedi for a period of three years from the date of the said Annual General Meeting.

All the above Independent Directors have given their declarations of independence under section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement.

The Board has appointed Shri N. H. Bhansali, as CFO under the requirement of Section 203(1)(iii) of the Companies Act 2013 and noted that Shri A. K. Joshi is the Company Secretary of the Company.

The Board of Directors, on January 28, 2015, upon recommendation from the Nomination and Remuneration Committee, re–appointed Smt Priti A Sureka as Whole–time Director of the Company for a period of five years w.e.f. January 30, 2015, subject to approval of shareholders at the ensuing Annual General Meeting of the Company.

Smt Priti A Sureka also serves as a woman Director on the Board of the Company, thereby fulfilling the requirement under Section 149(1) of the Companies Act, 2013.

The Company has formulated a policy on the manner of selection, appoinment and remuneration of Directors. The policy is a part of the report on Corporate Governance, forming part of this report.

Shri S. K. Goenka, Shri Mohan Goenka, and Shri H. V.

Agarwal would retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re–appointment.

A brief resume of the Directors proposed to be re–appointed, as required under Clause 49 of the Listing Agreement, is provided in the Notice of the Annual General Meeting forming part of the Annual report.

17. Declaration by Independent Director(s)

The Board of Directors hereby certifies that the Independent Directors appointed on the Board, meet the criteria pursuant to Section 149(6) of the Companies Act,  2013.

Further, all Independent Directors have furnished their Declarations meeting the criteria under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

18. Board Induction, Training and Familiarisation programme for Independent Directors

Prior to the appointment of an Independent Director, the Company sends a formal invitation along with a detailed note on the profile of the Company, the Board structure and other relevant information. At the time of appointment of the Director, a formal letter of appointment is given to him which inter–alia explains the role, functions, and responsibilities expected of him as a Director of the Company. The Director is also explained in detail the various compliances required from him as a Director under the various provisions of the Companies Act 2013, Clause 49 of the Listing Agreement, SEBI (Prohibition of Insider Trading) Regulations, 2011, the Code of Conduct of the Company and other relevant regulations.

A Director, upon appointment, is formally inducted to the Board. In order to familiarise the Independent Directors about the various business drivers, they are updated through presentations at Board Meetings about the Financials of the Company and new product launches. They are also provided booklets about the business and operations of the Company.

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 <http://www.emamiltd.in/investor–info/pdf/> Emami Ltd Familiarization Programme For Independent Directors.pdf.

19. Annual Evaluation

Pursuant to the provisions of Section 178 of the Companies Act 2013 and Clause 49 of the Listing Agreement, the  company has framed the Board Evaluation Policy for annual performance evaluation 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 the following parameters for performance evaluation in the policy

• Attendance

• Preparedness for the meeting

• Staying updated on developments

• Active participation in the meetings

• Constructive contribution/positive attributes

• Engaging with and challenging management team without being confrontational or obstructionist

• Speaking one's mind and being objective

• Protection of stakeholders' interest

• Contribution to strategic planning

• Carrying out responsibilities as per the Code of Conduct

The process of evaluation is carried out in accordance with the Board Evaluation Policy of the Company.

The Independent Directors at their separate meeting reviewed the performance of the Non–Independent Directors, the Board as a whole and the Executive Chairman of the Company, after taking inputs from the Executive and Non–Executive Directors.

20. Number of meetings of the Board

The Board of Directors held five meetings during the year on May 5, 2014, August 9, 2014, September 17, 2014, October 29, 2014 and January 28, 2015. The maximum time gap between any two meetings was less than four months as stipulated under revised Clause 49. Details of board meetings held and attendance of Directors are provided in the Report on Corporate Governance forming part of this report.

21. Meeting of Independent Directors

A separate meeting of the Independent Directors was held on 28th January, 2015. Shri Y. P Trivedi was elected as the Lead Independent Director of the Company. 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 report.

22. Committees of the Board

The Company has constituted/re–constituted various Board level committees in accordance with the requirements of Companies Act 2013. The Board has the following committees as under:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Share Transfer Committee

d. Stakeholders Relationship Committee

e. Risk Management & Finance Committee (nomenclature of Finance Committee changed from May 13, 2015)

f. Corporate Governance Committee

g. Corporate Social Responsibility Committee

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 report.

23. Whistleblower policy / Vigil Mechanism

The Company has established an effective Whistleblower Policy (Vigil Mechanism) and procedures for Directors and employees; details of which are provided in the Report on Corporate Governance which forms part of this report. The Policy on Vigil Mechanism may be accessed on the company's website at <http://www.emamiltd.in/investor–>info/pdf/WhistleBlowerPolicyEmami.pdf.

24. Remuneration policy

The Remuneration Policy of the Company, "Emami Remuneration Policy", aims to enable the company to attract, retain and motivate highly qualified people at the Executive and at the Board level. The Remuneration Policy seeks to employ people who not only fulfil the eligibility criteria but are also well–qualified and have positive attributes needed to fit into the Corporate Culture of the Company. The Remuneration Policy seeks to enable the Company to provide a well–balanced and performance–related compensation package, taking into account shareholder interests, industry standards and relevant Indian Corporate Regulations.

The Remuneration Policy ensures that remuneration to Directors, Key Managerial Personnel and 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 is consistent with the "pay–for–performance" principle.

The Remuneration policy was approved at the meeting of the Nomination and Remuneration Committee held on August 8, 2014.

25. Related Party Transactions

In line with the requirements of Companies Act, 2013 and Listing Agreement, the Company has formulated a policy  on Related Party Transactions, as approved by the Board, which can be accessed at <http://www.emamiltd.in/investor–>info/pdf/PolicyforTransactionswithRelatedParties.pdf. The Company has developed a Standard Operating Procedure (SOP) for the purpose of monitoring and controlling such transactions. All related party transactions are placed before the Audit Committee / Shareholders, as applicable, for their approval. The transactions, once approved, are placed before the Board of Directors for their consideration. Further, shareholders' approval has been obtained whereever required. The particulars of contracts or arrangements referred to in section 188(1) of the Companies Act, 2013 with related parties and as mentioned in form AOC–2 of the Rules prescribed under Chapter IX under the Companies Act, 2013 is annexed herewith and forms part of this report. (Annexure V)

26. Particulars of Loans, Guarantees and Investments

During the year, the company has granted Loans to M/s. Premier Ferro Alloys and Securities Limited and M/s. Emami Capital Markets Limited at the rate of 14.75% per annum and the maximum amount outstanding during the year was Rs.199 crores and Rs.300 crores respectively.

With respect to investments, the company has not made any investment in Bodies Corporates, except in mutual funds for a sum of Rs.495 crores, details of which are provided in the note 2.15 to Financial Statements.

The Company has not provided any guarantees or securities during the year. However, the guarantees provided to wholly–owned subsidiaries in previous years is outstanding to the extent of Rs.58.92 crores.

27. Particulars of Employees and Managerial Remuneration

The information of employees, as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, and other details are annexed herewith and forms part of this report.

(Annexure VI)

28. Management Discussion and Analysis and Corporate Governance Report

As per Clause 49 of the Listing Agreement, Management Discussion Analysis, Corporate Governance Practices followed by your Company, together with a certificate from the Company's auditors confirming compliance, are an integral part of this report.

29. Risk Management System

The Company has developed and implemented a Risk Management Policy and has institutionalised its robust Enterprise Risk Management System, which is periodically reviewed by the Management. Such system also complies with the requirements of ISO 31000: 2009 norms.

The Enterprise Risk Management policy of the Company, duly approved by the Board, is reviewed by the Audit Committee on a quarterly basis and by the Board on an annual 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.

The Board has appointed Shri Manoj Agarwal, Sr. VP–Audit & Controls as the Chief Risk Officer of the Company.

30. Prevention of Sexual Harassment at workplace

Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero–tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action.

The Company has established a policy against Sexual Harassment for its employees. The policy allows any employee to freely report any such act and prompt action will be taken thereon. The Policy lays down severe punishment for any such act. Further, your Directors state that during the year under review, there were no cases of sexual harassment reported to the Company.

31. Details of significant and material orders passed by regulators/courts/tribunal

There was no instance of any material order passed by any regulator/court/tribunal impacting the going concern status of the company.

32. Directors' Responsibility Statement

Pursuant to the requirement under Section 134(5)(2AA) of the Companies Act 2013 with respect to Directors' Responsibility Statement, the Directors confirm that:

I. In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and no material departures have been made therefrom.

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 at March 31, 2015 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.

VI. The Directors have devised a proper system to ensure compliance with the provisions of all applicable laws and the same are adequate and operating effectively.

33. Awards and Accolades

During the year under review, the Company saw many successes, some of which are listed as under:

Corporate Awards and Rankings

• Brand "Emami" is rated as the most trusted brand in the FMCG diversified category in the Brand Trust India Report 2015, capturing 27% of the Trust Pie and emerging among the top four in toplines.

• The Company secured 120th position in the BT 500 ranking. Features among the "Top 10 Companies as High Earners" for consistent high growth in earnings per share with a CAGR of 30.2% of adjusted EPS for the last 5 years.

• The Company was ranked 408th in the Business World Real 500 rankings in 2014 amongst the India's biggest non–financial companies. It was also ranked 16th amongst the top 70 companies in the sub category of dividend by percentage.

• The Company ranked 420th in 2014, up from 441st rank in 2013 in ET 500 rankings 2014. It came 3rd amongst companies with consistent RoE improvement  in 2013–14.

• The Company was ranked 22nd in the top Super 50 List by Dalal Street Investment Journal in 2015 for creating wealth for both shareholders and the nation.

Brands and Marketing Awards

• "Zandu Balm" and "BoroPlus" have been ranked 58th and 83rd in the 'Top 100 Most Trusted Brands' of the ET Brand Equity Survey 2014.

Quality and Operations Awards

• Unit located at Pantnagar, Uttarakhand was awarded

Gold Level Recognition in Health Workplace Award which was organised by Arogya World India Trust in partnership with Public Health Foundation of India. It has also won "Silver Awards" at the Guwahati and Madurai Chapters at Annual Chapter Conventions of Quality Concepts at CCQC 2014 organised by Quality Circle Forum of India (QCFI).

• Unit located at B. T. Road, Kolkata, West Bengal won two Gold Awards in the Annual Chapter Conventions on Quality Concepts at CCQC 2014 of Quality Circle Forum of India (QCFI). It has also won the "13th Annual Greentech Safety Award 2014" in the Gold category in the FMCG sector for its B.T. Road unit.

• Units located at Guwahati, Assam have won 4 GOLD AWARDS in the 28th Annual Chapter Convention on Quality Concepts organised by Quality Circle Forum of India, Mumbai and Kolkata chapter.

Individual recognition

• Company's Co–Founders, Shri R. S. Agarwal and Shri R. S. Goenka appear in the Forbes World Billionaire List 2015. Both are jointly ranked at the 60th Richest in India and 1324th in the world.

• Shri R.S. Agarwal and Shri R.S. Goenka were ranked 32nd in the 100 Billionaire Club by Business Standard. The ranking was on the basis of Emami's stock wealth which doubled from H7,724 crores in January 2014 to H 14,222 crores in January 2015.

• Business Today, in its 3rd Ranking of India's Best CEOs 2014, has ranked Shri R.S. Agarwal in the 37th position among 80 shortlisted names in mid–size category.

• Shri R.S. Agarwal has been conferred with Global Xaverian Award by St. Xavier's College (Calcutta) Alumni Association.

• Shri R. S. Agarwal has been conferred the title, 'Jewels  of the East,' in 2015 by MCC Chamber of Commerce & Industry, Kolkata.

34. Acknowledgement

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 excellent 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.

For and on behalf of the Board

R.S. AGARWAL

Chairman

 Place: Kolkata  

Date: May 13, 2015

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