BOARD OF DIRECTORS AUDITORS REGISTERED OFFICE Pradeep Banerjee Director Geetu Verma Director Sanjiv Chatterji Director V. Kannan Independent Director Nikhilesh Panchal Independent Director
M/s. BSR & Co. LLP Unilever House B. D. Sawant Marg Chakala, Andheri (East), Mumbai 400 099
To the Members,
Your Companys Directors are pleased to present the 53rd Annual Report of the Company along with Audited Accounts for the financial year ended 31st March, 2017.
FINANCIAL RESULTS ( lakhs)
For the year ended 31st March, 2017
For the year ended 31st March, 2016
Revenue from operations 1,20,426.24 104,987.34
Profit before tax 13,833.94 15,056.20
Profit for the year 8,942.34 9,982.88
Dividend (including tax on distributed profits) (14,429.98) (10,832.14)
Profit and Loss Account balance carried forward 19,306.68 24,794.32
Unilever India Exports Limited DIRECTORS REPORT
OPERATIONAL REVIEW The Company is a 100 % subsidiary of Hindustan Unilever Limited, the Holding Company and is engaged in exports business. The focus of the FMCG exports operation is two-fold: to develop overseas markets by driving distribution of ethnic brands, such as Kissan, BRU, Brooke Bond, Lakm, Pears among the Indian diaspora in international markets and to effectively provide cross-border sourcing of FMCG products to other Unilever companies across the world.
The topline growth of the Company was driven by robust growth in Personal Products segment. Brands like Pears, Lakm, Fair & Lovely and Vaseline have registered healthy performance in the focussed markets. Overall, the business delivered healthy profit during the year. Your Company continued to be one of the most preferred sourcing companies for other Unilever countries.
DIVIDEND During the year, the Board of Directors of your Company declared interim dividend of 403 per equity share of face value of 10/- each. The total dividend paid for the financial year ended 31st March, 2017 absorbed
14429.97 lakhs including Dividend Distribution Tax of 2440.72 lakhs.
BOARD OF DIRECTORS Mr. Sanjiv Chatterji was appointed as an Additional Director on the Board of the Company with effect from 21st February, 2017 to hold office till the conclusion of the next Annual General Meeting of the Company and is eligible to be appointed as a Director of the Company. The Company has received notice along with the requisite deposit, under Section 160 of the Companies Act, 2013, from Hindustan Unilever Limited, as a member, signifying its intention to propose the candidature of Mr. Sanjiv Chatterji as a Director of the Company at the forthcoming Annual General Meeting.
During the year, Mr. Girish Anantharaman resigned from the Board of Directors and ceased to be a Director of your Company with effect from 31st January, 2017. The Board placed on record its appreciation for the services rendered by Mr. Girish Anantharaman during his tenure as a Director of the Company.
The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.
In accordance with Article 108 of the Articles of Association of the Company and the Companies Act, 2013, one-third of the total Directors, other than Independent Directors of the Company, retire by rotation at every Annual General Meeting and accordingly, Mr. Pradeep Banerjee retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.
BOARD MEETINGS The Board meets at regular intervals to discuss and decide on Companys business operations, policies and strategy apart from other Board businesses. The Board and Committee Meetings are pre-scheduled and a tentative calendar of each of the Board and Committee Meetings is circulated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Boards approval is taken by passing resolution by circulation, as permitted by law, which is confirmed at the next Board meeting.
The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Mumbai. The Agenda is circulated a week prior to the date of the meeting. The Agenda for the Board and Committee meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.
During the financial year ended 31st March, 2017, four Board meetings were held on 6th May, 2016, 1st September, 2016, 28th November, 2016 and 21st February, 2017. The interval between any two meetings was well within the maximum allowed gap of 120 days.
COMMITTEES OF THE BOARD The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with the specific areas / activities which concern the Company and need a closer review. The Board
Reports Financial Statements
Annual Report 2016-17 Unilever India Exports Limited
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Unilever India Exports Limited Annual Report 2016-17
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Committees are set up under formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes of the meetings of all Committees are placed before the Board for review.
The Board has currently the following Statutory Committees:
Audit Committee In accordance with the provisions of Section 177 of the Companies Act, 2013, the Audit Committee of your Company was reconstituted during the year comprising of Mr. Nikhilesh Panchal as the Chairman and Mr. V. Kannan and Mr. Sanjiv Chatterji as its members.
During the year, Mr. Sanjiv Chatterji was appointed as the Member of the Committee in place of Mr. Girish Anantharaman, who ceased to be member of the committee with effect from 21st February, 2017.
The power, role and terms of reference of the Audit Committee covers the areas as contemplated under Section 177 of the Companies Act, 2013, based on other terms as defined by the Board of Directors.
The minutes of each Audit Committee meeting are placed at the subsequent meeting of the Committee and the Board.
The Audit Committee met four times during the financial year ended 31st March, 2017 on 6th May, 2016, 1st September, 2016, 28th November, 2016 and 21st February, 2017.
Nomination and Remuneration Committee In accordance with the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee comprises of Mr. Pradeep Banerjee, as the Chairman and Ms. Geetu Verma, Mr. V. Kannan and Mr. Nikhilesh Panchal as its members.
The power, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Section 178 of the Companies Act, 2013, based on other terms as defined by the Board of Directors.
