Dear Members,
The Board of Directors is pleased to present the Sixteenth Annual Report of Bajaj
Consumer Care Limited ("BCCL" or "the Company") for the fi nancial
year ended March 31, 2022.
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"), this
report covers the fi nancial results and other developments during the fi nancial year
from April 1, 2021 to March 31, 2022.
Financial Performance
The summarised fi nancial results of the Company for the Financial Year ended March 31,
2022 are presented below:
Particulars |
Financial year ended March 31, 2022 |
Financial year ended March 31, 2021 |
Total revenue |
91,693.71 |
94,915.38 |
Profi t before interest, depreciation and tax |
21,710.72 |
27,803.69 |
Finance cost |
98.34 |
131.96 |
Depreciation |
463.39 |
580.21 |
Profi t before tax |
21,148.99 |
27,091.52 |
Provision for taxation Income Tax |
3,695.15 |
4,734.57 |
Profi t after tax |
17,453.84 |
22,356.95 |
Other comprehensive income |
37.72 |
41.62 |
Total comprehensive income |
17,491.56 |
22,398.57 |
Balance brought forward from previous year |
40,384.58 |
29,789.22 |
Retained earnings available for appropriation |
57,876.14 |
52,187.79 |
Appropriations |
|
|
- Dividend /Interim dividend |
11,803.21 |
11,803.21 |
- Balance carried to balance sheet |
46,072.93 |
40,384.58 |
During the period under review, the Company recorded total revenue of Rs 91,693.71 lakh
as compared to Rs 94,915.38 lakh in the previous year. Profi t before tax was Rs 21,148.99
lakh as against Rs 27,091.52 lakh of the previous year. The Profi t after tax stood at Rs
17,453.84 lakh as compared to the profi t after tax of Rs 22,356.95 lakh in the previous
year. The operations and fi nancial results of the Company are elaborated in the
Management Discussion and Analysis Report.
There are no material changes & commitments which affects the fi nancial position
of the Company between the end of fi nancial year 2021-22 and the date of this report.
Further, there is no change in the nature of business of the Company.
Transfer to Reserves
Your directors do not propose to transfer any amount to Reserves.
Deposits from Public
The Company has not accepted any deposits from public and as such no amount on account
of principal or interest on deposits from public was outstanding as on March 31, 2022.
Dividend
Your Company's dividend distribution philosophy aims at sharing its profi ts with its
shareholders through a formal disbursement of profi ts. In accordance with Regulation 43A
of the SEBI Listing Regulations, the Company has adopted the Dividend Distribution Policy,
which is made available on the Company's website and can be accessed using the link
https:// bajajconsumercare.com/policies.aspx.
Based on the principles detailed in the above Policy, the Board of Directors, in its
meeting held on February 2, 2022, had declared an interim dividend of Rs 4/- per share of
the face value of Rs 1/-each fully paid up (being 400%).
Further, your directors are pleased to recommend a fi nal Dividend of Rs 4/- per equity
share of face value of Rs 1/- each for the year ended March 31, 2022. The Dividend,
subject to the approval of Members at the Annual General Meeting on Monday, August 1,
2022, will be paid within the time period stipulated under The Companies Act, 2013
(subject to deduction of Tax at source).
The aggregate dividend for the FY 2021-22 will amount to Rs 8/- per share of Rs 1/-
each fully paid up (being 800%) as against
Rs 10/- per share of Rs 1/- each fully paid up (being 1000%) declared previous year.
Unpaid/Unclaimed Dividend
In terms of the provisions of Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection Fund (Awareness
and Protection of Investors) Rules, 2001, Rs 1,04,719/- of unpaid/ unclaimed dividends
were transferred during the year to the Investor Education and Protection Fund.
Share Capital
The paid-up Equity Share Capital of the Company as on March_31, 2022 was Rs
14,75,40,159/- divided into 14,75,40,159 equity shares of Rs 1/- each. There was no change
in Share Capital during the year.
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") authorising 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.
Additional details of the plan as required under Securities & Exchange Board of
India (Share Based Employee Benefits) Regulations 2014 are annexed as Annexure-1
and forms part of this report and also uploaded on the website of the Company at
https://www.bajajconsumercare.com.
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, 2022, the Company had the following unlisted
subsidiaries namely:
Uptown Properties and Leasing Private Limited y Bajaj Bangladesh Limited
(wholly-owned subsidiary)
Bajaj Corp International(FZE) (wholly-owned subsidiary)
Out of above, Uptown Properties and Leasing Private Limited is a Material
Subsidiary' as defined in the SEBI Listing Regulations. The details of the policy for
determining Material Subsidiary' is available on the website of the Company at
https://bajajconsumercare.com/policies.aspx Pursuant to the provisions of Section 129 of
the Companies Act, 2013 and Rules made thereunder and the Companies (Accounts) Rules,
2014, the Company has attached a separate statement containing the salient features of the
Financial Statements of its subsidiary companies along with the Financial Statements.
Subsidiaries Operations
Uptown Properties and Leasing Private Limited
During the Financial Year ended March 31, 2022, the net Loss of Uptown was Rs 22.15
lakh as against net loss of Rs 33.79 lakh of the previous Financial Year. The Company is
into the business of construction and leasing of commercial space.
Bajaj Bangladesh Limited
The Company did not have revenues during the FY 2021-22 and the previous financial
year. Net loss for the current FY_2021-22 was recorded at Rs 4.21 lakh as against net loss
of Rs 1.29 lakh of the previous financial year.
Bajaj Corp International (FZE)
During the financial year ended March 31, 2022, the Company achieved total revenue of
Rs 527.61 lakh as compared to Rs 1,283.34 lakh of the previous financial year. Net loss
for the current FY 2021-22 was Rs 440.50 lakh as against Rs 15.09 lakh 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 16th 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 Ministry of Corporate Affairs
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 https://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 16th 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 https://
bajajconsumercare.com/policies.aspx 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 spent Rs 528.75 lakh on permitted CSR activities
through 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-2 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, minimise
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
https:// bajajconsumercare.com/policies.aspx In the opinion of the Board of Directors,
none of the aforementioned risks affect and/or threatens the existence of the Company.
Vigil Mechanism/Whistle-Blower Policy
The Company has adopted a Whistle-Blower Policy' for Directors, employees and
business partners to report genuine concerns and to provide adequate safeguards against
victimisation 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
https://bajajconsumercare.com/ policies.aspx
Remuneration Policy
The Board on the recommendation of the Nomination, Remuneration & Corporate
Governance Committee, framed a policy for Nomination, Remuneration and Evaluation of
Directors, Senior Management and to develop & recommend to the Board a set of
Corporate Governance Guidelines. The policy of the Company 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
SEBI Listing Regulations is available on the Company's website at
https://bajajconsumercare.com/policies. aspx.
The salient features of the policy are as below:-
To identif
individuals qualified to be Board Members and in Senior Management, consistent
with criteria approved b
the Board and to periodicall
examine the structure, composition, 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 polic for Directors, Ke
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 ke
areas of Corporate Governance, other than those explicitl
assigned to other Board Committees, with a view to ensuring the Compan
is at the forefront of good corporate governance;
Review ke corporate governance processes not specificall
assigned to other committees, and recommend changes needed to ensure that the
Compan
is at best practice;
Examine the impact of significant regulator
and statutor changes applicable to the governance practices of the Compan
and to recommend measures to implement the same;
To regularl
examine ways to strengthen the Company's organisational health,
improving the hiring, retention, motivation, development, deployment and
behaviour of management and other employees.
In this context, the Committee also reviews the framework and processes for motivating
and rewarding performance at all levels of the organisation, reviews the resulting
compensation awards and makes appropriate proposals for Board approval. In particular, it
recommends all forms of compensation to be granted to Directors, Key Managerial Personnel,
Senior Management and other employees 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 Annual
General Meeting (AGM), Mr. Jaideep Nandi (DIN: 06938480), Director, retires by rotation
and being eligible, offers himself for re-appointment.
A detailed profile of Mr. Jaideep Nandi along with additional information required
under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards 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 four times during the Financial Year 2021-22 viz._ April 19, 2021, August
5, 2021, November 1, 2021and February 2, 2022. The maximum time gap between any two Board
Meetings was not more than 120 days as required under Regulation 17 of the SEBI 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 SEBI 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 & 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 fulfilment 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 fulfilment
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, fulfilment of functions, ability to
function as a team, initiative, commitment independence, independent views and judgement,
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 https:// bajajconsumercare.com/policies.aspx
Familiarisation Programme for Independent Directors
Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations, the
Company has formulated a programme for familiarising 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 https://
bajajconsumercare.com.
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 |
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. Jaideep Nandi |
4. 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. Jaideep Nandi |
4. Mr. Sumit Malhotra |
E. Risk Management Committee |
The Risk Management Committee comprises of the following members from board and senior
management: |
1. Mr. Aditya Vikram Ramesh Somani, Chairman of the |
Committee |
2. Ms. Lilian Jessie Paul |
3. Mr. Jaideep Nandi |
4. Mr. Sumit Malhotra |
5. Mr. Pankaj Nigam |
Directors and Key Managerial Personnel (KMP)
There was no change in the composition of Board of Directors during the year under
review. The board comprises of the following Directors as on March 31, 2022: Mr. Kushagra
Bajaj, Chairman Mr. Jaideep Nandi, Managing Director Mr. Sumit Malhotra, Non-Executive,
Non-Independent Mr. Aditya Vikram Ramesh Somani, Non-Executive, Independent Mr. Dilip
Cherian, Non-Executive, Independent Mr. Gaurav Dalmia, Non-Executive, Independent Ms.
Lilian Jessie Paul, Non-Executive, Independent During the year under review, Mr. Chandresh
resigned as Company Secretary and Compliance Officer effective August 31, 2021. The Board
places on record its appreciation for the valuable services rendered by Mr. Chhaya during
his tenure as a Company Secretary and Compliance Officer of the Company. Mr. Vivek Mishra
has been appointed as Company Secretary and Compliance Officer of the Company effective
September_1, 2021.
In terms of the provisions of Section 203 of the Companies Act, 2013, following are the
KMPs of the Company: Mr. Jaideep Nandi, Managing Director Mr. D. K. Maloo, Chief Financial
Officer Mr. Vivek Mishra, Head-Legal & Company Secretary
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 SEBI Listing Regulations.
All the Independent Directors of the Company have also confirmed that they are not
aware of any circumstance or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence and that they are independent of
the management. Further, it is also confirmed that they have complied with the provisions
regarding Independent Directors' registration with the databank maintained by The Indian
Institute of Corporate
Affairs (IICA') and online proficiency self-assessment test conducted by the IICA
unless exempted.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise and they hold highest standards of
integrity.
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, 2022, 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 judgement 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, 2022 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.
Utilisation 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 had proposed to utilise the balance unutilised amount of Rs 278.04
crore as on March 31, 2013 towards area as specified in the notice of the aforesaid
Meeting.
The Company has utilised the entire amount during the year under review.
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 https://bajajconsumercare.com/policies.aspx.
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
In terms of provisions of Section 139 of the of the Companies Act, 2013 and Companies
(Audit and Auditors) Rules 2014, the term of the existing Statutory Auditors M/s. Sidharth
N Jain & Co., Chartered Accountants (Firm Registration No. 018311C), is up to the date
of the forthcoming AGM. In order to comply with the provisions of Section 139 of the of
the Companies Act, 2013 and Rules made thereunder, Board of Directors of the Company on
the recommendation of the Audit Committee, subject to the approval of the Members of the
Company at the forthcoming AGM, appointed M/s. Chopra Vimal & Co, Chartered
Accountants (Firm Registration No. 06456C), as Statutory Auditors of the Company to hold
office for a term of 5 (five) years from the conclusion of forthcoming AGM up to the
conclusion of the 21st (twenty first) AGM of the Company.
As required under Section 139 of the Companies Act, 2013 and Companies (Audit and
Auditors) Rules, 2014, M/s. Chopra Vimal & Co., Chartered Accountants, have confirmed
and issued a certificate that their appointment, if made as aforesaid, will be in
accordance with the limits specified and they meet the criteria for appointment as stated
under Section 141 of the Companies Act, 2013 and they hold a valid certificate issued by
the Peer Review Board of the Institute of Chartered Accountants of India as required under
Regulation 33 of the and SEBI Listing Regulations.
The Company has also received a certificate from M/s. Chopra Vimal & Co., Chartered
Accountants, certifying in terms of provisions of Section 139(2) of the Companies Act
2013, read with Rule 6(3)(ii) of the Companies (Audit and Auditors) Rules, 2014, that they
do not have association with M/s. Sidharth N Jain & Co., Chartered Accountants.
(b) the 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 Mr. Hitesh J Gupta, Company Secretary 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-3
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 of 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 SEBI Listing Regulations, a
report on Corporate Governance and the certificate as required under Schedule V(E) of SEBI
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, 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 applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and approved by Central Government.
Business Responsibility Report
In compliance with Regulation 34 of SEBI 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 https:// bajajconsumercare.com/policies.aspx.
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-4 to this Directors' Report.
Annual Return
The Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as
prescribed in Form No. MGT-7 of the Companies (Management and Administration) Rules, 2014,
is available on the website of the Company at https://www.
bajajconsumercare.com/general-meetings-postal- ballots.
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 workplace
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 complaints, if any received regarding sexual harassment at workplace.
The following is the summary of sexual harassment complaints received and disposed off
during the year under review.
1. Number of Complaints received: Nil
2. Number of Complaints disposed off: Nil
Particulars of Employees
Disclosures pertaining to remuneration and other details as required 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 is annexed as
Annexure-5 to this Directors' Report.
In terms of first proviso to Section 136(1) 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 16th AGM. If
any Member is interested in inspecting the same, such Member may write to the Company
Secretary in advance.
The Managing Director of the Company does not receive any remuneration and/or
commission from the Company's holding and/or subsidiary companies.
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 Organisation. The said codes are available on
Company's website at https://bajajconsumercare.com/policies.aspx 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 its employees 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 the Companies Act, 2013 and Rules made thereunder. d) the Company has not bought back
its shares, pursuant to the provisions of Section 68 of the 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. g) there was no occasion where the Board has not accepted any recommendation
of the Audit Committee. h) no application was filed for corporate insolvency resolution
process, by a financial or operational creditor or by the Company itself under the IBC
before the NCLT.
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
Your Directors express their appreciation for the sincere cooperation 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.
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For and on behalf of the Board of Directors |
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Kushagra Nayan Bajaj |
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Chairman |
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(DIN: 00017575) |
Place: Mumbai |
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Dated: May 6, 2022 |
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