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Nestle India Ltd (INDUSTRY : FMCG)

  • BSE Code: 500790
  • NSE Symbol: NESTLEIND
  • ISIN Demat: INE239A01016
  • Book Value ( ₹ ) 232.07
  • Face Value ( ₹ ) 10
  • Market Cap ( ₹ Cr. ) 188,048.73
  • P/E (TTM): 83.90
  • EPS (TTM): 232.48
  • Div Yield (%): 1.03

Dear Members,

Your Directors are pleased to present their report and financial statements for the year ended 31st December 2020.

Financial Results and State of Companys Affairs

(Rs in Million)
Particulars 2020 2019#
Sale of products 132,901.6 122,952.7
Add : Other operating revenues 598.7 736.3
Add : Other Income 1,458.5 2,468.8
Total Income 134,958.8 126,157.8
Less : Total Expense 106,830.9 99,422.9
Profit before tax 28,127.9 26,734.9
Less: Tax expense 7,303.6 7,050.5
tax Profitafter 20,824.3 19,684.4
Add : Other Comprehensive Income (922.1) (1,547.7)
Total Comprehensive Income 19,902.2 18,136.7
Opening balance in Retained Earnings 10,173.7 27,565.3
Amount available for appropriation 30,072.7 45,736.3
Interim dividends
2020: Rs 135.00 per share 13,016.1
2019: Rs 101.00 per share 9,738.0
Special interim dividend paid out ofaccumulated profits of previous years(surplus in the profit & loss account)
2020: Nil
2019: Rs 180.00 per share 17,354.8
Final dividends
2019: Rs 61.00 per share 5,881.4
2018: Rs 25.00 per share 2,410.4
Less: Dividend distribution tax 6,059.4
Closing balance in Retained Earnings 11,175.2 10,173.7
Key ratios:
Earnings per share (Rs) 215.98 204.16
Dividend per share (Rs)
Interim 135.00 281.0 *
Proposed - Final 65.00 61.0
Additional Information:
Profit from operations 28,775.4 25,940.4

* includes special interim dividend of Rs 180/- paid out of accumulated profits of previous years (surplus in the profit & loss account).

# Figures have been reinstated in accordance with implementation of Ind AS 116 Leases.

Total Sales and Domestic Sales for the year increased by 8.1% and 8.5% respectively. Domestic Sales growth is largely driven by volume & mix and is broad based. Demand in Out-of-Home channel was impacted throughout the year due to COVID-19 pandemic. Export Sales growth at 1.4% impacted by lower coffee exports.

Other Income has decreased due to lower yields and lower average liquidities.

Your Company has created a contingency provision of

Rs 1,088.9 Million (previous year Rs 1,163.4 Million) for various contingencies resulting mainly from matters, which are under litigation / related to disputes and other uncertainties requiring management judgement. Your Company has also reversed, utilized / settled contingency provision of Rs 580.2 Million (previous year Rs 914.6 Million) due to satisfactory settlement of certain litigations and settlement of obligations under free replacement warranty for which provision is no longer required.

Dividends

The Board of Directors have recommended a final dividend of Rs 65.00 per equity share amounting to Rs 6,267 Million for the year 2020. The total dividend for 2020 aggregates to Rs 200 per equity share which includes interim dividend of Rs 135.00 per equity share paid on 20th November 2020. The dividend recommendation is in accordance with the Dividend Distribution Policy of the Company which is annexed and forms part of the Annual Report and the same is available on the Companys website and can be accessed at https://www.nestle.in

Material changes affecting the Company

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

Amount Transfer to Reserves

Your Directors do not propose to transfer any amount to the reserves.

Exports

In 2020, the exports of your Company registered 4.8% volume growth, driven by categories such as Prepared Dishes and Cooking Aids, Milk Products and Nutrition. Your Companys continued focus on MAGGI range extension and channel proliferation brought growth across international markets. Your Company recorded highest ever exports of MAGGI noodles and sauces to the United States, Canada, United Kingdom, European Union, Australia and New Zealand, despite disruptions in supply chain, caused as a result of COVID-19. Categories such as Coffee and Beverages were negatively impacted by supply chain disruptions, lower coffee exports to Turkey and drop in Out-of-Home consumption. Your Company continues to explore new markets for categories such as Prepared Dishes and Cooking Aids, Chocolates and Confectionery in the Middle East.

Contribution to the Exchequer

Your Company over the years has been enabling significant contribution to various taxes. During the year 2020, the Company through its business, enabled tax collections at Central and State level close to Rs 35.3 Billion, in aggregate.

Business Development

In 2020, the rapidly evolving COVID-19 pandemic, not only posed a health challenge but significantly impacted businesses and the economy across the world. Your Company committed itself to the nations fight against COVID-19 and confronted the uncertainties by focusing on three key priorities – ‘safeguarding the health and well-being of its people, ensuring business continuity to meet consumer needs and supporting communities through its relief efforts. Your Company worked closely with employees, local communities and business partners to navigate through the unprecedented times, reduced manufacturing complexities which arose as a result of the lockdown and made available its products to consumers with speed and agility.

Your Company stood by nearly 100,000 dairy farmers in these difficult times and bought every drop of milk which was offered by them. Your Company continued to work closely with its 3,500 coffee farmers, 1,250 spice growers and extended its support to numerous farmers in Karnataka by sourcing substantial quantity of tomatoes from them through its suppliers to reduce distress. Despite a challenging environment, your Company delivered robust growth across all its categories, largely driven by volume and mix-led growth. NESCAF, KITKAT, EVERYDAY, MAGGI noodles, MASALA-Ae-MAGIC outperformed and continued to be significant growth drivers. Your Company delivered strong performance in the e-commerce channel, due to rise in in-home consumption. During the rapidly evolving times, your Company continued with its innovation and renovation journey to meet consumer needs and seven out of the eight Nestl brands held number one position, according to Nielsen data. With a strong thrust on innovation, your Company launched more than 80 new products in the last 5 years and has been consistently present across 7935 urban towns in last 5 years.

Your Company accelerated its digital engagements across key parts of its portfolio and also extended AskNestl 2.0 to Hindi, an intuitive mobile website, that provides real-time and personalized advice on nutrition.

Your Company is proposing to invest Rs 26 Billion over the next three to four years to augment its existing manufacturing capacities, as well as towards its new under construction ‘state of the art factory in Sanand, Gujarat, which demonstrates your Companys commitment to India.

Protecting and preserving the planet in order to carve a sustainable future is weaved into the purpose of your Company. Your Company has accelerated its actions to achieve net zero green house gas (GHG) emissions, sustainable logistics, responsible sourcing and less carbon footprint. Your Companys GHG emissions and energy consumption has been reduced substantially over a period of 15 years. We have taken considerable steps towards reducing packaging consumption by 2,000 metric tons from 2018 to 2020. Your Company continues to implement behaviour change initiatives towards plastic waste management. Your Company has made a long-term commitment to responsible sourcing and has collaborated with its suppliers to optimise their consumption of natural resources and minimise solid waste, including food waste. Your Company encourages sustainable agriculture practices for different crops, creating long-term sourcing connections that generate economic stability for farmers and enhances livelihood outcomes. Navigating through uncertain times, your Company continued its commitment to shape a better world not only for its business, but also for individuals and families, communities and for the planet.

Innovating and Renovating Prepared Dishes and Cooking Aids

The Prepared Dishes and Cooking Aids business continued to be an ally in everyday cooking for Millions of consumers during COVID-19. Your Company increased its production capacity and invested in innovations under the MAGGI portfolio, to meet the needs of consumers during these unprecedented times.

MAGGI registered strong growth across its brands, that strengthened its position as the industry leader. MAGGI noodles responded to consumers experimenting during in-home indulgence and launched new flavours such as Yummy Capsica and Chatpata Tomato and renovated Desi Cheesey.

Your Company also launched MAGGI Atta Spinach noodles for consumers seeking both taste and nutritional benefits. MAGGI Sauces registered double-digit growth and MAGGI Upma and Poha scaled up in volume and delivered strong presence in the Ready-to-Eat segment. As there was an increased need for cooking aids during and post-lockdown, your Company launched MAGGI Fried Rice Masala with two spice mixes - Classic Veg and Chilli Garlic fried rice, and MAGGI Paneer-ae-Magic Shahi Paneer and Kadhai Paneer Masala mix.

To strengthen the consumers trust, your Company created QR code enabled anti-counterfeit solution for MAGGI Masala-ae-Magic to ensure the authenticity of the pack. Your Company launched ‘MAGGI – Cooking Made Simple, a service that makes every-day cooking simple, convenient and enjoyable for everybody. This service brings popular recipes from across the country, under three areas of ‘made easy, ‘made with a twist and ‘made healthier.

Your Company believes in the power of food to enhance lives, improve livelihoods and protect the planet for future generations. Your Company launched,‘MAGGI - DESH KE LIYE 2 MINUTE – Ek Chhoti Si Koshish, an initiative aimed at inspiring people to take small steps to bring about change. Centered around 3S - Swasthya, Swachhta and Sahayata, MAGGI collaborated with communities in a purposeful way, provided 1 Million meals to disadvantaged sections of the society, supported street food vendors to come out of these challenging times, inspired the youth to connect with agriculture and supported 10,000 home chefs to start their own food business.

Building Breakfast Cereals

Your Company launched KOKO KRUNCH, a global cereal brand in 2020, and NESPLUS was renovated with new packaging. The business displayed agility and embraced the shift in channel dynamics because of COVID-19. Focus on e-commerce delivered growth. Single serve SKUs helped drive penetration and trials among consumers.

Strengthening of Milk products and Nutrition Portfolio

The Milk Product and Nutrition business continued to deliver good performance despite disruptions caused by COVID-19 and challenges linked to commodity price fluctuation. Your Company mitigated some of these challenges by identifying and implementing efficiency improvements across the value chain. Your Company continued to support over 100,000 Dairy farmers during the pandemic by buying every litre of milk offered to your Company, providing uninterrupted timely payments and ensuring COVID-19 related precautions are followed during milk collection. Your Company distributed over 6 Million serves of dairy products as a part of ‘Care Packs to frontline COVID warriors. Your Company also pioneered the purpose-driven campaign by distributing sweet dish made from MILKMAID to over 10,000 families during Keralas Onam festival.

Your Company continued to inspire consumers to bake desserts with MILKMAID through live masterclasses by renowned chefs. Your Company further leveraged e-commerce, through targeted communication, range selling and consumer base sampling, which led to a growing contribution of e-commerce to Milk Products and Nutrition category. Your Company believes that breastmilk provides the best nutrition for babies, and every child should be exclusively breastfed for six months, followed by introduction of age appropriate complementary feeding and continued breastfeeding until two years and beyond. Your Companys nutrition business is committed to providing high quality, innovative, science-based nutrition.

Your Company continued to build a strong Toddler portfolio with the launch of LACTOGROW Toddler. Your Companys Healthcare Nutrition Business, Nestl Health Science, has a portfolio of science based medical and consumer healthcare nutrition products. In 2020, your Company continued to consolidate its portfolio that delivered growth. Introduction of smaller 200g SKUs of RESOURCE HIGH PROTEIN and RESOURCE DIABETIC in key channels, helped

increase consumer access. With continued endeavors to renovate and innovate, your Company also expanded its offerings in the weight management category by launching OPTIFAST vanilla flavor variant.

Growing Coffee and Beverages Business

Your Company continued to focus on growing Coffee and Beverages business and remain relevant to consumers, despite the challenges posed by COVID-19. Remaining consistent to the successful strategy over last few years, NESCAF led the journey of building the coffee consumption category throughout the year. This reflected in strong brand growth and resulted in significant market share gains. Your Company continued its journey of building relevance and strong connection with consumers with the NESCAF Classic new campaign, Karne se hi hona hai The campaign was anchored in hope and action to inspire consumers to restart lives in the new normal. NESCAF SUNRISE moved ahead in its journey of driving a differentiated brand in the core coffee market in the southern part of India. Along with brand building initiatives, it activated sampling coffee to frontline warriors to extend support in the difficult times.

NESCAF accelerated its premiumization journey, building on the promise of delivering coffee at its best with NESCAF Gold. As more and more people stayed indoors, there was a need for in-home indulgences. With exciting coffee recipes and product solutions, NESCAF Gold helped consumers create a caf like experience at home, resulting in strong growth.

More offerings in the Chocolates and Confectionery Portfolio

Your Companys Chocolates and Confectionery business continued its robust performance with strong growth and market share gains in a challenging year. Your Company launched multiple ‘category first innovations across key brands, such as Nestl POLO Extra Strong and Nestl POLO Paan.

Your Company focused on innovation to address new consumption opportunities, such as the launch of new packaging during the festive season for KITKAT. The KITKAT glow-in-the-dark packs were designed to encourage consumers to find small joys, while taking meaningful breaks.

Your Company launched MUNCH Star initiative, a unique platform that celebrates the spirit of inventiveness and resilience in Millions of young Indians.

Nestl Professional - Out-of-Home Business

Your Company ensured continuous customer engagement as a spirit of partnership and solidarity. Your Companys ‘Out of Home business initiated a programme called ‘Nayi Shuruat or ‘New Beginnings. Your Company offered financial support in the form of credit period extensions, free goods, machine rental waivers and variable pay protection to its customers and partners.

Despite the pandemic, your Company continued to build its portfolio through the launch of innovative products and solutions. In response to hygiene concerns post the pandemic, your Company led the launch of contactless beverage solutions in the industry. Continuing with the objective to premiumize the beverages business portfolio, Roast & Ground (R&G) coffee was developed and launched. This was accompanied by the development of an R&G beverage solution which opens-up an additional market for such solutions.

Since the dependence on food delivery due to the pandemic had increased, your Company introduced a service and product platform to expand its role in the delivery ecosystem. Your Company introduced 100+ quick and easy recipes for menu partnerships with restaurants, based on top-sellers and limited pantry support. Your Company also introduced a food solutions portfolio customized for delivery applications like rice seasonings (Oriental) and pasta sauce mixes (Italian) that are operator friendly and cost effective.

Your Company took an important initiative to scale up the kiosk business through ‘Entrepreneurship for Youth which aims to create livelihood and job opportunities for people through their kiosk business model, helping the youth of the country cope with these unprecedented times. The kiosks are run on a youth-facing, franchisee-operated business model, offering unique entrepreneurial opportunities to generate sustainable business, decent employment and respectable livelihoods for the franchise owners.

Awards and Recognitions

Your Company received several awards and was recognized at important industry forums, in the areas of corporate management, marketing, nutrition, quality and societal initiatives.

• CNBC-AWAAZ awarded Mr Suresh Narayanan as the Best Performing Leader for the MNC category.

• Business Standard awarded Nestl India as the MNC of the year.

• Nestl India recognized as Company of the year at Business World PURE - ‘Purpose and Resilience Award 2020 for its strong commitment towards COVID Relief Efforts, launch of

Nesternship and continued investment towards building brand love through its unique brand initiatives.

• Nestl India ranked Joint FIRST in Access to Nutrition Index (ATNI) India Spotlight Index 2020 and led in product, marketing and engagement index categories. The India Spotlight Index 2020 is an independent national assessment to measure the contribution of Indias largest foods and beverages manufacturers towards meeting the health and nutrition needs of Indian consumers.

• Nestl India awarded for ‘Excellence in Environment Management at the CII-ITC Sustainability Awards for responsible sourcing, water conservation, sustainable packaging and managing post-consumer plastic waste. • Nestl India won United Nations Global Compact Network India (UN GCNI), best innovative practices award for women in the workplace, in the category of private sector.

• Business World awarded Nestl India for Best Financial Performance in the MNC Category.

• AskNestl won Bronze at the Global WARC Awards, for effective innovation.

• Nescaf awarded silver and AskNestl awarded Bronze at the Effies.

• Nestl India Supply Chain won No.1 Rank, in Apex 10 amongst Indias TOP Consumer Supply Chain, peoples choice award.

• MAGGI Special Masala Launch on Flipkart won 2 Gold awards at the Economic Times DigiPlus awards.

• Nanjangud Factory awarded the Golden Peacock National Quality Award. • CII awarded excellence in Quality and Food Safety to Ponda, Moga and Choladi factories on COVID-19 practices. • Nestl India won the GSS Global Safety and the Golden Peacock Occupational Health and Safety Award in the food and beverages category

People Focus

In your Company, safety, well-being and security of people has always been of paramount importance. Employees had to embrace new and different ways of working such as ‘work from home and have been subject to stresses, fears and anxieties never experienced before. Your Company rolled out numerous ‘virtual engagement and training programmes, mental health initiatives, ‘check-in programmes with youngsters who live alone or far from home and free advisory calls with accredited doctors. Technology played a vital role during this crisis, especially in terms of workforce connectivity.

Your Company rolled out across all its factories a ‘NESTL SAMMAN programme that rewarded operators for working tirelessly during the stipulated period. Your Company undertook strict social distancing and other precautionary measures at all its manufacturing locations.

Your Company rolled out the ‘NESTL SURAKSHA programme for front-line sales force, who work for our distribution partners to cover those who were not covered by Employees State Insurance, with a COVID-19 insurance protection. Your Company launched Nesternship, a virtual internship programme for final year graduates and post-graduates across disciplines. The programme focused on upskilling 1,000 interns, providing them with a depth ofexperience and a wealth of knowledge to thrive in workplaces. Each student was provided a monthly stipend and interned with an expert from different functions of your Company. Employees of your Company stood together to support the fight against COVID-19. Your Company started an "Employee voluntary contribution programme", wherein employees contributed a part of their monthly salary for COVID relief. Your Company topped up an equivalent amount and a total contribution of around Rs 25 Million was provided to Indian Red Cross Society to strengthen its efforts and provide relief for people impacted by COVID-19. Diversity, inclusion and commitment to equal opportunity, are important pillars for your Company, and this year, it continued its focus and worked in this direction.

Sales

Your Company embarked on a new work culture at the distributor points, where safety of people was given high priority. Your company launched Project Surakshit Sampoorn Distributor, that focused on safety guidelines and effective distribution. Your Company made its best endeavor to make available its products to consumers in all geographies despite challenging logistical issues.

Your Company also stepped up its efforts to make its products available in residential societies so that the consumers can avoid stepping out during the pandemic.

Your Company activated emerging platforms and newer Route to Market (RTM) by partnering with hyperlocal delivery platforms within a month after lockdown in a few cities for the first time. E-commerce channel accelerated during the pandemic, bringing in strong growth. By making its products available on the e-commerce platforms your Company provided easy access to consumers.

Demand for MAGGI Noodles, Sauces and Pasta, Nestl A+ UHT Milk, NESCAF and NESCAF SUNRISE (Coffees), MILKMAID condensed milk increased as consumers stocked products due to uncertainty and increase in in-home consumption as well as in-home cooking. Consumers were engaged digitally through relevant targeted communication across brands such as MAGGI, NESCAF, KITKAT, CEREGROW, RESOURCE HIGH PROTEIN among others. The period between April to June 2020 saw a significant increase in first-time e-commerce shoppers. The intensity of e-commerce business accelerated further quarter on quarter with the business from e-commerce almost doubling in 2020.

Management Analysis

COVID-19 was not only a health crisis, it had far-reaching implications on the global economy. The pandemic led to a sharp decline in global trade, lower commodity prices and tighter liquidity conditions. The contraction in GDP seen in many countries, including India, was because of reduced economic activity and restricted mobility, due to COVID-19 as people curtailed discretionary spending and focused on essentials and precautionary savings due to the level of uncertainty. The pandemic affected both demand and supply, at least in the short-term. As lockdowns eased across the world economic activity gradually started to recover.

The November RBI Consumer Confidence Survey showed that while consumer sentiment was higher by November, compared to July and September 2020, it remained lower than in November 2019. Exports and imports both declined as a result of reduced consumer and industrial demand, according to NCAER. According to the Economic Survey 2020-2021, the government adopted a four-pillar strategy of containment, fiscal, financial, and long-term structural reforms. India had good monsoons, and the Indian agriculture sector achieved record food grain production and registered positive growth despite the coronavirus pandemic. Rural consumption was stronger than urban demand. According to Indias Economic Survey 2020-2021, India remained a preferred investment destination in financial year 2020-21.

Risks and Opportunities

The COVID-19 pandemic led to changes in food consumption habits. Consumers started experimenting with convenience leading to a shift in preferences for easy-to-prepare meals. Being confined to homes, balancing work and household chores, has led to an increase in the demand for food and beverage options, cooking aids and recipe solutions.

Risks

Global and Macro-Economic Factors:

Global and macro-economic factors may lead to a impact in consumer demand and sharp inflation in commodity prices could create risks. However, your Companys consumer cluster based model, brings in agility and allows it to adapt to changing consumer demand and realign portfolios. Your Company launched more than 80 new products in the last 5 years out of which 10 new products were launched in 2020.

Changes in Out-of-Home Consumption

Changes in ‘Out-of-Home consumption, as a result of restricted mobility, impacted the business. However, with gradual increase in mobility, the demand for Out-of-Home channels continues to improve and your Company continued to launch innovative products and solutions.

Information Technology Vulnerability:

As a result of COVID-19, the dependence on IT increased, substantially because of the remote working conditions. However, excessive dependence on IT has also led to vulnerability to cyber attacks. To address this your Company has a robust IT system and firewalls to mitigate any threats and risks.

Confronting Climate Emergency

Climate change continues to be a threat to the world. Your Company is committed towards addressing climate change and protecting the environment and has taken important steps towards conserving resources such as energy and water. Your Company is continuously reducing waste and emissions while simultaneously optimizing its production measures, reducing food loss and waste and improving soil health.

Opportunities

Focus on Holistic Health

Your Company leveraged its in-depth knowledge of food and nutrition, and continued innovating and renovating its products in keeping with consumer requirements. It also made available a service website and curated recipes from across the country, as it continued its engagement with consumers. COVID-19 led to enormous concern for nutrition, quality and safety of brands and products. Consumers began focusing on total well-being and holistic health. Your Company has always been committed to quality and safety. Even during these testing times, it continued to serve its consumers by responsibly manufacturing products, ensuring complete safety and traceability across the value chain. The changing food habits will drive higher innovations from companies and larger numbers of SKUs for consumers to choose from.

Rapid Digital Transformation:

The kirana stores or the local grocery will continue to hold relevance due to the convenience in localities. Yet, another trend that emerged is that consumers became more active digitally, adopting online channels, shopping on e-commerce platforms and opting for omnichannel grocery. Your Company continues to invest in these new platforms and at the same time focus on traditional channels.

Increase in Rural Demand:

Increasing the reach in rural markets by putting sharper focus on increasing mind share and market share will be important. Companies would need to expedite their rural distribution strategy, keep consumers engaged with new offerings and drive the premiumization strategy to adapt to the changing landscape. Through the cluster-based approach, that is powered by data and technology, your Company has made deeper penetration into newer markets, unleashed growth potential and created a transparent planning process.

Quality and Safety

Your Companys priorities during the pandemic was to keep its people safe, assure continued supply of essential products for its consumers and support its business partners. Your Company instituted a Company level COVID Response Committee, comprising all Members of the Risk Management Committee and other members of the management committee and headed by the Chairman and Managing Director. This Committee provided safety guidelines and protocols and had a robust weekly governance system. In addition, the factories and sales branches also had their Unit level Covid Response Committees that were equally vigilant.

Your Company organized regular awareness sessions for employees and contractors on COVID-19 prevention measures, social distancing and sanitation. Your Company ensured stringent social distancing at workstations and canteens through installation of physical barriers as per the standard guidelines.

Ensuring Quality & Food Safety with New

Normal

Your Companys operating procedures of cleaning and sanitization were implemented in line with the Ministry of Health & Family Welfare guidelines as well as local authority requirements and your Companys stringent internal guidelines. Collaboration was carried out with industry and Local authorities in keeping with the changing COVID-19 environment.

Environment

Reduction in Green House Gas Emissions

Sustainability is an integral part of your Company business. Your Companys manufacturing units continued improving operational efficiencies, minimizing consumption of natural resources and reducing water, energy and carbon emissions. From 2005 to 2020, for every ton of production, your Company reduced the usage of energy by around 48%, water usage by around 52%, generation of wastewater by around 55% and reduction in specific direct GHG emissions by 53%. Your Companys key renewable energy projects contributed to GHG savings. This was implemented through the purchase of solar power at Choladi factory and usage of natural and partial replacement of fossil fuel with green fuel for hot air generation.

Packaging and Plastic Waste Management

Commitment to shaping a waste free future is important for your Company. Plastics play a key role in preventing food wastage and ensuring the quality and safety of food products. However, the leakage of plastic waste into the environment has become a significant challenge. Your Company is strongly committed to minimizing the impact that plastic has on the environment and ensuring right disposal or reuse of packaging. Your Company is determined to look at every option to solve complex packaging challenges by embracing multiple solutions. The vision of your Company is that 100% of packaging is reusable or recyclable by 2025.

Extended Producer Responsibility (EPR)

Initiative

EPR initiative is being driven by your Company to comply with Plastic Waste Management Rules 2016. Your Company was amongst the first organizations to apply for registration under Central Pollution Control Board and supported pilot EPR initiatives on plastic waste management.

Your Company engaged with various waste agencies, for end-to-end management of plastic waste. In 2020, your Company achieved EPR of 20,137 MT through plastic waste management.

Recyclable Packaging

Your Company reviews its sustainability goals regularly and remains committed to recyclable packaging. Your Company successfully applied single polymer recyclable packaging solution for Noodles, Chocolates & Confectionary products. KITKAT, MILKYBAR MOOSHA, MAGGI variants are some of the SKUs that transitioned in 2020 to mono material polypropylene laminate.

Localization of ingredients

Your Company focused on acceleration of projects pertaining to localization of ingredients that were being imported, by providing continuous knowledge transfer to its partners through a team of in-house experts. This not only led to reduction in carbon footprint but also supported the Make in India initiative of the country.

Supply Chain

During the lockdown, there were restrictions on road transportation, delaying supply of essential products to consumers. To ensure smooth supply and uninterrupted access of its products to the consumers your Company provided its own transportation and manpower service for suppliers who were impacted. To meet consumer demand, it directly procured ingredients from suppliers and used alternative packaging formats, to enable speed to market. Your Company ensured safety of people in the supply chain and conducted safety and social distancing workshops for farmers and drivers.

Even before COVID-19, your Company kept pace with digitalization and automation, by using technology which led to transparency and speed that has benefited all its stakeholders in the value chain, including dairy farmers. Farmers receive E-slips showing results of Fat and Solid Not Fat (SNF), on their mobiles and online payment systems on a regular basis. This has brought speed and reduced turnaround time through online information sharing. This initiative has put milk collection centres of Punjab and Haryana on a digital platform. During COVID-19, your Company accelerated the invoicing platform and adopted paperless invoicing. Nearly 40% of your Companys invoices are managed digitally now. Moreover, introducing automation and digitalization across its supply chain from order and collection process to centralized logistics has enhanced efficiency in processes and speed to market. It has improved transparency of information to suppliers, farmers, customers and consumers. In order to ensure a sustainable future, across the value chain, your Company focused on reduction in wastage, through alternative mode of transportation such as railways and waterways.

Your Company enhanced quality in distribution that helped deliver fresher products on shelf and reduce carbon footprint in operations.

Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

Directors Responsibility Statement

The Directors state that: a) in the preparation of the annual accounts for the year ended 31st December 2020, the applicable accounting standards have been followed and no material departures have been made from the same; b) they 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 31st December 2020 and of the profits of the Company for that period; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors and Key Managerial Personnel

Pursuant to the Retirement Policy of the Non-Executive Directors of the Company, Dr Rakesh Mohan (DIN: 02790744), Independent Non-Executive Director of the Company retired with effect from 30th June 2020. The Directors wish to place on record their appreciation for the contribution made by Dr Rakesh Mohan during his tenure as a distinguished Independent Director of the Company.

The Members, in the 61st Annual General Meeting held on 19th June 2020 ("AGM"), approved the appointment of Mr Prathivadibhayankara Rajagopalan Ramesh (DIN: 01915274) ("Mr P R Ramesh") as an Independent Non-Executive Director for a term of five consecutive years from 1st July 2020; approved the appointment of Mr David S McDaniel (DIN: 08662504) as Whole-time Director designated as "Executive Director - Finance & Control and Chief Financial Officer" for a term of five consecutive years from1st March 2020; and approved the re-appointment of Mr Suresh Narayanan (DIN: 07246738) as Managing Director for a further term of five consecutive years from 1st August 2020. During the year, Mr Martin Roemkens relinquished his office as Executive Director – Technical with effect from 1st November 2020 to take up another assignment within Nestl Group. The Directors wish to place on record their appreciation for the contribution made by Mr Martin Roemkens during his tenure as Executive Director – Technical. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, at their meeting held on 23rd October 2020 appointed Mr Matthias C Lohner (DIN : 08934420), as an Additional Director and a Whole-Time Director designated as "Executive Director - Technical" of the Company for a term of five consecutive years with effect from 1st November 2020, subject to requisite approvals. The Members, through Postal Ballot on 24th December 2020, approved the appointment of Mr Matthias C Lohner as Director and Whole-time Director designated as Executive Director – Technical and terms of appointment and remuneration payable to him. Your Company has made requisite applications for approval of the Central Government for the appointment of Mr David S McDaniel and Mr Matthias C Lohner, as they are non-resident in India. Mr David S McDaniel shall retire at the forthcoming Annual General Meeting by rotation and being eligible offers himself for re-appointment. Details of the proposal for his re-appointment is mentioned in the Explanatory Statement of the Notice of the 62nd Annual General Meeting of the Company pursuant to Section 102 of the Companies Act, 2013. The re-appointment of Director is appropriate and in the best interest of the Company.

All the Independent Directors of your Company have submitted the declaration confirming that they meet the criteria of independence as prescribed under the Act and the Listing Regulations and are not disqualified from continuing as Independent Directors. 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. The Independent Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The policy of the Company on appointment and remuneration includes criteria for determining qualifications, positive attributes and independence of a director. The Nomination and Remuneration Committee had adopted principles for identification of Key Managerial Personnel, Senior Management including the executive directors which are based on "The Nestl Management and Leadership Principles" and "Nestl Leadership Framework". The policy relating to the remuneration of Directors, Key Managerial Personnel and other employees is framed with the object of attracting, retaining and motivating talent which is required to run the Company successfully. The same is available on the website of the Company at the link: https://www.nestle.in/investors/policies The details of familiarization programmes to Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are available on the website of the Company at the link: https://www.nestle.in/investors/directorsandofficers/ familiarisation-programme

Performance Evaluation

In terms of the requirement of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), an annual performance evaluation of the Board, its Committees and the Directors was undertaken which included the evaluation of the Board as a whole, Board Committees and peer evaluation of the Directors. The criteria for performance evaluation covers the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc. The performance of individual directors was evaluated on the parameters such as preparation, participation, conduct, independent judgement and effectiveness. The performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation of the Directors, the Directors being evaluated had not participated. A reputed HR Consultant Firm compiled and provided analysis of the results of the annual performance evaluation. As an outcome of the evaluation, it was noted that Board as a whole has a composition that is diverse in experience and perspective and fosters lively and constructive debates. The discussion quality is robust, well intended and leads to clear direction and decision. The presentations by the Senior Management and their teams provides an insight at a deeper level and exposure to categories. It was also noted that the Board Committees functions professionally and smoothly and besides the Board Committees terms of reference as mandated by law, important issues are bought up and discussed in the respective Board Committees. The Board also noted that given the plethora of information presented at the Board/ Committee meetings, pre-reads helps assimilate issues discussed during the meetings. The Board engages itself in the areas identified and wherever required actions taken.

Corporate Social Responsibility

During the year, Mr David S McDaniel, Executive Director – Finance & Control and Chief Financial Officer, was appointed as a member of the Corporate Social Responsibility (‘CSR) Committee with effect from 1st August 2020. As on 31st December 2020, the CSR Committee comprised of Dr Swati A Piramal (Chairperson), Ms Rama Bijapurkar, Independent Non-Executive Director, Mr Suresh Narayanan, Chairman and Managing Director and Mr David S McDaniel, Executive Director – Finance & Control and Chief Financial Officer of the Company. The terms of reference of the Corporate Social Responsibility Committee is provided in the Corporate Governance Report. Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at https://www.nestle.in/investors/policies. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure 2 and forms part of this Report.

In terms of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended ("CSR Rules") and in accordance with the CSR Policy, during the year 2020, your Company has spent above two percent of the average net profits of your Company during the three immediately preceding financial years. Your Company provided relief efforts to the communities impacted by COVID-19 in collaboration with credible NGOs across various states. Your Company focused its relief efforts towards feeding programmes for less privileged sections, distributing essential groceries to the needy, supporting the purchase of medical equipment and PPEs, and providing Nestl food and beverage products to frontline workers and those impacted most by the pandemic. The details are provided in the Annual Report on CSR activities. In addition to the above, your Company has been implementing societal activities since many decades under the umbrella of Creating Shared Value which have not been reckoned for arriving at the spends as per CSR Rules.

Nestl Healthy Kids Programme

Nestl Healthy Kids Programme has been developed with a focus to raise nutrition, health and wellness awareness among adolescents. The programme is implemented in partnership with seven regional universities and NGO Magic Bus India Foundation.

Launched in 2009, the programme has expanded significantly, incorporating plastic waste management in the existing curriculum, as well as, including parents and teachers as direct beneficiaries. Till 2020, over 397,000 adolescents across 23 states have been encouraged to live healthier lives through this programme.

In 2020, your Company signed an agreement with Gujarat University to extend the programme to government schools near its upcoming Sanad factory. To further equip beneficiaries about implications of COVID-19 and its precautionary measures, your Company in collaboration with its NGO partner held virtual training sessions for the beneficiaries.

Project Jagriti

As part of its commitment to inspire people to lead healthier lives, your Company, in partnership with Mamta Health Institute for Mother and Child implemented Project Jagriti. The project focuses on developing community support for improved health and nutrition outcomes among adolescents, young couples and caregivers while improving the uptake of public health services.

As a result of COVID-19, beneficiaries of Project Jagriti were trained virtually about the preventive measures of COVID-19. Till 2020, the programme has reached out to 6.5 Million beneficiaries across 8 States/Union Territories.

Project Serve Safe Food

Recognizing the potential of street food vendors as an important source of livelihood, your Company partnered with NGO Nidan and National Association of Street Vendors of India (NASVI), to develop programmes to train street food vendors on health, food handling, food safety, personal hygiene, cart hygiene and garbage disposal. As a result of COVID-19, street food vendors were anxious, about impact of the pandemic on their livelihoods. Along with its NGO partner your Company organized virtual sessions on food safety, hygiene, COVID-19 precautionary measures and digital payments. Your Company distributed over 10,000 grocery kits across various locations to provide relief to the street vendors whose livelihoods had been severely impacted by COVID-19.

Till 2020, the programme has been implemented across 18 States/UTs, reaching out to 21,800 street food vendors.

Project Vriddhi

Strengthening your Companys commitment towards building a healthier society and positively impacting the lives of people in marginalised communities, your Company in collaboration with S M Sehgal Foundation, launched Project ‘Vriddhi, an initiative towards village adoption. The three-year project is aimed at improving the livelihoods of 1,500 people in the village of Rohira in Nuh district, Haryana, to bring a positive change in the lives of the locals. The project focuses on improving access to clean drinking water for communities, promoting water-saving irrigation practices, increasing awareness on nutrition, enhancing farm productivity and providing healthy learning environment in schools by improving hygiene and sanitation practices. During these testing times, virtual awareness sessions were organized to provide information about COVID-19. In addition to these sessions, the entire village was sanitized.

Business Responsibility Report

Creating Shared Value is fundamental to how your Company does business. Your Company believes that it can only be successful in the long term by creating value both for its shareholders and for society. Your Company is mindful of the needs of the communities and works to make a positive difference and create maximum value for the society. It has been conducting business in a way that delivers long-term shareholder value and benefits society. As stipulated under the Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governanceperspective is attached in the format prescribed as Annexure 3 and forms an integral part of the Annual Report.

Statutory Auditors and Auditors Report

In terms of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company in 58th Annual General Meeting held on 11th May 2017 approved the appointment of M/s B S R and Co. LLP, Chartered Accountants (ICAI Registration No-101248W/W-100022), as the Statutory Auditors of the Company for an initial term of 5 years i.e. from the conclusion of 58th Annual General Meeting till the conclusion of 63rd Annual General Meeting of the Company. The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company. The Report given by M/s B S R and Co. LLP, Chartered Accountants on the financial statement of the Company for the year 2020 is part of the Annual Report. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

Cost Accounts and Cost Auditors

Your Company is required to make and maintain cost records for milk powder products as specified by the Central Government under sub-section (1) of section 148 of the Act. Accordingly, your Company has been making and maintaining the records as required. In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed M/s Ramanath Iyer and Co., Cost Accountants, New Delhi (Registration No. 00019) being eligible, as Cost Auditors of the Company, to carry out the cost audit of milk powder products manufactured by the Company falling under the specified Customs Tariff Act Heading 0402 in relation to the financial year ending 31st December 2021. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors of the Company for the year ending 31st December 2021. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee and in terms of the Companies Act, 2013 and Rules thereunder requisite resolution for ratification of remuneration of the Cost Auditors by the members has been set out in the Notice of the 62nd Annual General Meeting of your Company.

Secretarial Auditors and Secretarial Standards

The Secretarial Audit was carried out by M/s S.N. Ananthasubramanian & Co., Company Secretaries (PCS Registration No. 1774) for the financial year ended 31st December 2020. The Report given by the Secretarial Auditors is annexed as Annexure 4 and forms integral part of this Report. The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed M/s S.N. Ananthasubramanian & Co., Company Secretaries (PCS Registration No. 1774) as the Secretarial Auditors of the Company in relation to the financial year ending 31st December 2021.

The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified to be appointed as the Secretarial Auditors of the Company for the year ending 31st December 2021.

During the year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

Meetings of the Board

Six Meetings of the Board of Directors were held during the year. The particulars of the meetings held and attended by Directors are detailed in the Corporate Governance Report.

Annual Return

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: https://www.nestle.in/investors/stockandfinancials/annualreturns

Details of Loans and Investments

Details of the loans given by your Company under Section 186 of the Act during the financial year ended 31st December 2020 are as follows: Purina PetCare India Private Limited (Fellow Subsidiary):

Rs 350 Million at the interest rate of 6.97% per annum for general business purpose (Loan outstanding at the end of the year was Nil). For details of investments, please refer Note no. 45 forming part of financial statements.

Related Party Transactions

Your Company has formulated a policy on related party transactions which is also available on Companys website at https://www.nestle.in/investors/policies. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arms length. All related party transactions are placed before the Audit Committee for review and approval.

All related party transactions entered during the financial year 2020 were in ordinary course of the business and were on an arms length basis. In terms of the Act, no material related party transactions were entered during the Financial Year by your Company. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable to your Company. Members may refer to note no. 45 to the financial statement which sets out related party disclosures pursuant to IND AS-24. In terms of Regulation 23(4) and other applicable provisions of the Listing Regulations, the members of the Company at the 60th Annual General Meeting held on 25th April 2019 approved the Ordinary Resolution (‘Ordinary Resolution), inter alia, for continuation of the payment of general licence fees (royalty) by the Company to Socit des Produits Nestl S.A. (‘the Licensor), being a related party, at the rate of 4.5% (four and a half percent), net of taxes, of the net sales of the products sold by the Company as per the terms and conditions of the existing General Licence Agreements (‘GLAs), notwithstanding that the transaction(s) involving payments to the Licensor with respect to general licence fees (royalty), during any financial year including any part thereof, is considered material related party transaction(s) being in excess of the limits specified under Regulation 23(1A) of the Listing Regulations at any time. In terms of the Listing Regulations, no related party voted on the Ordinary Resolution. The Ordinary Resolution is effective from 1st July 2019 and approval of members shall be sought every

5 (five) years in compliance with the applicable laws and regulations.

Risk Management

The Board of Directors had constituted Risk Management Committee (RMC) to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks.

The RMC on timely basis informed members of board of directors about risk assessment and minimization procedures. In the opinion of the RMC, there are no such risks, which may threaten the existence of the Company. The details of Risk Management Committee are included in the Corporate Governance Report.

Public Deposits

Your Company has not accepted any Public Deposits under Chapter V of the Companies Act, 2013.

Significant and Material orders passedby the Regulators / Courts / Tribunals

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Companys operations in future.

Complaint filed in NationalCommission

The Union of India, Department of Consumer Affairs in 2015 had filed a complaint before the National Consumer Dispute Redressal Commission on the allegation that by selling MAGGI Noodles in the past, your Company has indulged in unfair trade practice, sold defective goods to the public and sold goods which will be hazardous. Complaint seeks compensation of Rs 2,845.5 Million and punitive damages of Rs 3554.1 Million. Your Company has challenged the complaint. The court proceedings are currently ongoing.

Internal Financial Controls and the iradequacy

The Directors had laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.

Audit Committee

During the year 2020, Mr P R Ramesh, Independent Non-Executive Director was appointed as the Chairman of Audit Committee, effective from 24th October 2020, in place of Mr Rajya Vardhan Kanoria. Dr Rakesh Mohan ceased to be member of the Audit Committee upon his retirement as Director of the Company with effect from 30th June 2020. Accordingly, the Audit Committee comprises Independent Non-Executive Directors, namely, Mr P R Ramesh (Chairman), Mr Rajya Vardhan Kanoria and Ms Roopa Kudva. Powers and role of the Audit Committee are included in Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

Vigil Mechanism

The Vigil Mechanism of the Company is governed by significant documents "The Nestl Corporate Business Principles","The Nestl Management and Leadership Principles", "Nestl Code of Business Conduct" and "Nestl India Vigil Mechanism/ Whistle-blower Policy". The documents are available on

Companys website at https://www.nestle.in/investors/policies The said mechanism is available to the Director(s)/ Employee(s), who can report to the Company Secretary, on a confidential basis, any practices or actions believed to be inappropriate or illegal under the Nestl India Code of Business Conduct ("the Code"). The Code/ Policy provides for adequate safeguards against victimization of director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. It is affirmed that no person has been denied access to the Audit Committee.

As an additional facility to all the Directors and Employees of the Company, the Company under the Code provides Integrity Reporting System ("IRS"), an independent third party operated free phone and web-based facility for the directors and employees of the Company across all locations. The details of IRS along with FAQs are available to the Directors and Employees on the Companys intranet portal. Further, the Company has appointed Ombudsman for Infant Code, under which employees can report Infant Code violations directly to the Ombudsman, with adequate safeguard to protect the employee reporting. The Company also provided an independent third party operated free phone and web-based facility, "Tell us", to all internal and external stakeholders with a dedicated communication channel for reporting potential instances of non-compliance with Nestl Corporate Business Principles. Details of the link to "Tell Us" were available on www.nestle.in The Company sensitizes the availability of the above vigil mechanism from time to time to the directors and employees of the Company.

Information regarding Conservation of Energy, Technology Absorption and

Foreign Exchange Earnings and Outgo

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended 31st December 2020 in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in the Annexure 5 forming integral part of this report.

Information regarding employees and related disclosures

Your Company considers people as its biggest assets and ‘Believing in People is at the heart of its human resource strategy. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership. During the year, the focus of your Company was to ensure that young talent is nurtured and mentored consistently, that rewards and recognition are commensurate with performance and that employees have the opportunity to develop and grow.

Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts it is ensuring that employees are aligned on common objectives and have the right information on business evolution. Your Company strongly believes in fostering a culture of trust and mutual respect in all its employees and seeks to ensure that Nestl values and principles are understood by all and are the reference point in all people matters.

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules), is appended as Annexure 6 to the Report. The information as per Rule 5 of the Rules, forms part of this Report. However, as per second proviso to Section 136(1) of the Act and second proviso of Rule 5 of the Rules, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

As per the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), your Company has a robust mechanism in place to redress complaints reported under it. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under POSH. The Internal Committee (IC) was composed of internal members and an external member who has extensive experience in the field. In 2020, four cases of sexual harassment were reported, which have been investigated and resolved as per the provisions of the POSH. During the course of 2020, initiatives were undertaken to demonstrate the Companys zero tolerance philosophy against discrimination and sexual harassment, which included creation of comprehensive and easy to understand training and communication material which are also made easily accessible. In addition, online workshops were also run for the employees to enhance awareness and knowledge of other biases that may influence thinking and actions by running the unconscious bias session.

Statement on Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government. The Company had, accordingly, transferred Rs 35,97,120/-, Rs 2,589,376/-, Rs 3,266,586/- and Rs 3,007,512 /- being the unpaid and unclaimed dividend amount pertaining to Second Interim Dividend 2012, Third Interim Dividend 2012, First Interim Dividend 2013 and Second Interim Dividend 2013, respectively, during the year 2020, to the IEPF.

Pursuant to the provisions of IEPF Rules, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority (‘IEPF Account) within a period of thirty days of such shares becoming due to be transferred to the IEPF Account. Accordingly, the Company has transferred such equity shares on which the dividend remained unpaid or unclaimed for seven consecutive years to the demat account of IEPF Authority, after following the prescribed procedure.

Credit Rating

The Company has been awarded AAA credit rating for its bank credit facilities by CRISIL. It is the highest rating and indicates a stable outlook for the Company. The rating reflects that the Company has serviced its financial obligations on time. As regards the short-term facility provided by the bank, the Company has been awarded the credit rating of A1+. The rated instrument reflects strong degree of safety and lowest credit risk.

Trade Relations

The Company maintained healthy, cordial and harmonious industrial relations at all levels. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry.

Your Company continued to receive co-operation and unstinted support from the distributors, retailers, stockist, suppliers and others associated with the Company as its trading partners. The Directors wish to place on record their appreciation for the same and your Company will continue in its endeavor to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other and consistent with consumer interest.

Appreciation

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Companys resources for sustainable and profitable growth.

The Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. Your Directors look forward to the long-term future with confidence.

On behalf of the Board of Directors
Date : 16th February 2021 Suresh Narayanan
Place : Gurugram Chairman and
Managing Director