Board’s Report

Dear Members, 1. Results of Our performance of the Company’s Operations subsidiaries in various Your Directors, with great pleasure, geographies is given separately present the Annual and Integrated in the Board’s Report. The financial performance of Report for the year ended March 31, your Company for the fiscal 2021. The shareholders may also year under review is given refer to the Management below. Discussion and Analysis section that gives more details on the An overview of the functioning of the Company.

` (Crore) Consolidated Standalone Financials: Abridged Profit and Loss Statement March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020 Total revenue from operations 11028.62 9,910.80 6,254.33 5,474.45 Other income 67.07 112.30 64.74 91.26 Total income 11095.69 10,023.10 6319.07 5,565.71 Total expenses, including depreciation and finance costs 8,970.85 8,182.46 4,709.77 4,166.08

Profit/loss before exceptional items, share of profit of 2124.84 1,840.64 1,609.30 1,399.63 equity accounted investees, and tax

Exceptional items (44.87) (81.05) (15.38) - Share of profit of equity accounted investees (net of (0.01) 0.81 - - income tax)

Profit/loss before tax 2080.36 1,760.40 1,593.92 1,399.63 Tax expense 359.54 263.82 369.58 219.74 Profit/loss after tax 1720.82 1,496.58 1,224.34 1,179.89 Other comprehensive income (163.63) 223.20 1.11 (0.97) Total comprehensive income attributable to owners of 1557.19 1,719.78 1225.45 1,178.92 the Company

214 2. Appropriation

The surplus available for appropriation is as given below:

Fiscal Year Fiscal Year Appropriation 2020-21 2019-20 ` (Crore) ` (Crore) Surplus at the beginning of the year 3450.43 3,258.64 Less: Transition impact of lease as per IND AS 116 (net of tax) 0 1.20 Restated balance at the beginning of the year 3450.43 3,257.44 Add: Net profit for the year 1224.34 1,179.89 Add: Remeasurements of defined benefit plans (net of tax) 1.11 (0.97) Available for Appropriation 4675.88 4,436.36 Less: Interim dividends 0 817.82 Less: Tax on distributed profits 0 168.11 Surplus Carried Forward 4675.88 3,450.43

3. Dividend The Company’s Dividend the attendance record of the Distribution Policy may Directors are given in the A. Dividend Declared also be accessed through Corporate Governance section the following link [1]. of the Annual Report. The Board did not declare any Interim Dividends 4. COVID-19 B. Changes in the Board of during Fiscal Year 2020- Directors 21, and also has not The Materiality study was recommended any final carried out in fiscal year 2019- During the financial year, dividend for the fiscal 20. The COVID-19 pandemic Mr. Vivek Gambhir tendered year. had not spread at that point his resignation as Managing and so it does not appear as Director of the Company B. Dividend Distribution a material aspect. In FY20- with effect from the close of Policy 21, however, the COVID-19 business hours of June 30, pandemic has had a multi-fold 2020 for personal reasons. The Board of Directors impact on the business and His resignation was accepted adopted the Dividend this impact and our mitigation by the Board of Directors Distribution Policy strategies are discussed in at their meeting held on pursuant to the detail in our Chairperson’s June 9, 2020. The Board Securities and Exchange message and our seven requested Mr Vivek Gambhir Board of India (Listing Strategic Pillars. to continue as a Whole-time Obligations and Director up to September 30, Disclosure Requirements) 5. Board of Directors 2020. The Board members Regulations, 2015 (Listing place on record their sincere Regulations), which A. Number of Meetings appreciation for Mr Gambhir’s requires the top 1000 contributions to the Company’s listed companies (by Five Board meetings were growth during his tenure as market capitalisation) held during the year. The the Managing Director & CEO. to formulate the same. details of the meetings and Consequent to the resignation

[1] https://www.godrejcp.com/public/pdfs/codes_policies/legal/Dividend-Distribution-Policy.pdf

215 of Mr. Gambhir, the Board, at Mr. Aman Mehta’s second prescribed under the provisions the same meeting approved term is ending on August of the Companies Act, 2013 the appointment of Ms Nisaba 31, 2021.The Board of and the Listing Regulations, Godrej as the Managing Directors place on record and the same has been noted Director of the Company. their sincere appreciation of by the Board of Directors. The The Board of Directors also the contribution made by Mr. Independent Directors also requested her to continue Mehta during his tenure on the confirmed the compliance with as the Chairperson of the Board. code of conduct for directors Board till March 31, 2022, and and senior management. accordingly, designated her as In the forthcoming AGM, Mr. the Chairperson and Managing Nadir Godrej will retire by E. Enrolment of Directors in Director. The shareholders rotation, and being eligible, Independent Directors Data approved her appointment at he will be considered for Bank the Annual General Meeting reappointment. (AGM) of the Company held on As per the notification of August 4, 2020. C. Audit Committee of the Ministry of Corporate Affairs Board of Directors (MCA) dated October 22, At the Board meeting held 2019, all the Independent on May 11, 2021, the Board Your Company has an Audit Directors of your Company approved the appointment Committee in compliance with have registered their names for of Mr. Sudhir Sitapati as the Section 177 of the Companies inclusion in the ‘Independent Managing Director & CEO of Act, 2013 and Regulation 18 Director’s Data Bank’ the Company with effect from of Listing Regulations. During maintained by IICA. October 18, 2021, subject the year, Mr. Pirojsha Godrej to shareholder’s approval. has been appointed as the F. Familiarisation Programmes The terms and conditions of member of the Committee appointment and the other with effect from October 1, During the year the details required pursuant 2020. The Committee consists Independent Directors were to Listing Regulations and of following Directors, viz., familiarised with the Annual Secretarial Standards is Mr Aman Mehta, Chairman Operating Plan for the fiscal available in Notice of the of the Committee, and, Mr year 2020-21. Additionally, Annual General Meeting. Narendra Ambwani, Dr Omkar at all the Board meetings, At the same meeting, the Goswami, Ms Ireena Vittal, detailed presentations Board also approved the Ms Ndidi Nwuneli, Ms Pippa covering business performance continuation of Ms. Nisaba Armerding, Mr Sumeet Narang, and financial updates were Godrej as Whole-time Director Mr. Pirojsha Godrej, all being made. The programmes were of the Company, designated members of the Committee. conducted by the members as Executive Chairperson of Company management. for the period from October D. Declaration from Independent The details of the same are 18, 2021 till March 31, 2022 Directors available on the website of the and thereafter carry the Company and can be accessed designation as Executive All the Independent Directors through the following link[2]. Director for her remaining term have given their declaration till September 30, 2022. confirming that they meet the criteria of independence as

[2] https://godrejcp.com/investors/stock-exchange-filings

216 G. Board Diversity Policy Remuneration of Managerial The Corporate HR team of Personnel) Rules, 2014 is given Godrej Industries Limited and The Company has in place a under Annexure ‘C’. With Associate Companies worked Board Diversity Policy, which respect to the information directly with the Chairperson is attached as Annexure ‘A’. under Rule 5(2) and Rule 5(3) of and the Nomination and The criteria for determining the Companies (Appointment Remuneration Committee qualification, positive and Remuneration of of the Board to design and attributes, and independence Managerial Personnel) Rules, execute this process. It was of Directors are as per 2014, members may request later adopted by the Board. the Board Diversity Policy, the same by sending an email Each Board Member Listing Regulations, and the to the Company at investor. completed a confidential Companies Act, 2013. [email protected] from online questionnaire, sharing their registered email ID, H. Remuneration Policy vital feedback on how the quoting their name and Folio Board currently operates and The Company’s Remuneration No. how its effectiveness could Policy for Directors, Key Mr Adi Godrej, Chairman be improved. This survey Managerial Personnel (KMP), Emeritus and Ms Nisaba included four sections on the and other employees is Godrej, Chairperson & basis of which feedback and attached as Annexure ‘B’. Managing Director, voluntarily suggestions were compiled: The Company’s total rewards waived off their remuneration framework aims at holistically • Board Processes for the year 2020-21 due to using elements such as fixed • Individual Committees the lockdown imposed by the and variable compensation, • Individual Board Government of India and the long-term incentives, benefits Members likely impact of the same on and perquisites, and non- • Chairperson the Company’s performance. compensation elements Mr Vivek Gambhir, who The criteria for Board (career development, work–life resigned during the year, processes included Board balance, and recognition). received remuneration for composition, strategic The Non-Executive Directors the period till he acted as a orientation and team dynamics. receive sitting fees and director in the Company. Evaluation of each of the commission in accordance Board Committees covered with the provisions of the J. Performance Evaluation of whether they have well-defined Companies Act, 2013. the Board of Directors, its objectives and the correct Individual Members, and its composition, and whether I. Remuneration to Directors Committees they achieved their objectives. The remuneration of We conducted a formal Board The criteria for Individual Directors is in accordance effectiveness review, as part Board Members included with the Remuneration Policy of our efforts to evaluate the skills, experience, level of formulated in accordance with performance of our Board preparedness, attendance, various rules and regulations and identify areas that need extent of contribution to Board for the time being in force. improvement in order to debates and discussion, and The disclosure on the details enhance the effectiveness of how each Director leveraged of remuneration to Directors the Board, its Committees, and their expertise and networks and other employees Individual Directors. This was to meaningfully contribute to pursuant to Section 197 in line with the requirements the Company. The criteria for read with Rule 5(1) of the of the Companies Act, 2013 the Chairperson’s evaluation Companies (Appointment and and the Listing Regulations. included leadership style and

217 conduct of Board meetings. a) In the preparation of ensure compliance with The performance evaluation annual accounts, the the provisions of all criteria for Independent applicable accounting applicable laws, and this Directors included a check standards have been system is adequate and on their fulfilment of the followed and no material operating effectively. independence criteria and departures have been their independence from the made from the same. 6. Transfer to Investor management. b) They have selected such Education and The following reports were accounting policies and Protection Fund created as part of the applied them consistently (IEPF) evaluation: and made judgements and estimates that are In accordance with the • Board Feedback Report reasonable and prudent applicable provisions of the • Individual Board Member so as to give a true and Companies Act, 2013 read Feedback Report fair view of the state of with Investor Education and • Chairperson’s Feedback affairs of the Company at Protection Fund (Accounting, Report the end of the fiscal year Audit, Transfer, and Refund) and of the profit of the Rules, 2016 (IEPF Rules), The overall Board Feedback Company for that period. all unclaimed dividends are was facilitated by Ms Ireena required to be transferred Vittal with the Independent c) They have taken proper by the Company to the IEPF Directors. The Directors put and sufficient care for after completion of 7 years. forth their views regarding the maintenance of Further, according to IEPF the Board functioning adequate accounting Rules, the shares on which effectively and identified records in accordance dividend has not been claimed areas that showed scope with the provisions of by the shareholders for 7 for improvement. Feedback the Companies Act, 2013 consecutive years or more shall from the Committees and for safeguarding the be transferred to the demat Individual Board Members was assets of the Company account of the IEPF authority. shared with the Chairperson. and for preventing and Accordingly, ` 1,16,91,295 of Following her evaluation, a detecting fraud and other unpaid/unclaimed dividends Chairperson’s Feedback Report irregularities. were transferred during the was compiled. d) They have prepared the financial year 2020-21 to IEPF. K. Directors’ Responsibility annual accounts on a No shares were required to be Statement going concern basis. transferred during the current year. e) They have laid down Pursuant to the provisions internal financial controls contained in Section 134 (5) The Company has appointed to be followed by the of the Companies Act, 2013, a Nodal Officer and Deputy Company, and such your Directors, based on the Nodal Officer under the internal financial controls representation received from provisions of IEPF Regulations, are adequate and the Operating Management, the details of which are operating effectively. and after due inquiry, confirm available on the Company the following points: f) They have devised website and can be accessed a proper system to through the following link[3].

[3] https://godrejcp.com/investors/details-of-shares-to-iepf

218 The Company has uploaded other related party transactions in Canon Chemicals, Kenya on the details of unpaid and require disclosure in the May 15, 2020. unclaimed amounts lying with Board’s Report for complying the Company as on March 31, with Section 134(3)(h) of A. Report on the Performance of 2020 on the Company website, the Companies Act, 2013. Subsidiaries and Associates which can be accessed through Therefore, the disclosure of the following link[4]. The details Related Party Transactions as The brief details of the cluster- of unpaid and unclaimed required under Section 134(3)(h) wise performance is given amounts lying with the of the Companies Act, 2013 in below: Company as March 31, 2021 Form AOC-2 is not applicable. will be available on the same Indonesia link within 60 days of the AGM. 8. Subsidiaries, Associates and The fiscal year 2021 was a 7. Finance Joint Venture challenging one for Indonesia, with the Covid-19 pandemic challenging the business A. Loans, Guarantees, and During the year, the following environment through the Investments companies ceased to be the year. The overall business subsidiaries of your Company: The details of loans, top line grew at 4 percent guarantees, and investments as in INR terms (2 percent • Godrej Hair Care Nigeria required by the provisions of constant currency), but at 8 Limited on account of its Section 186 of the Companies per cent over a 2 year period. voluntary dissolution with Act, 2013 and the rules made Despite a challenging year, we effect from April 15, 2020. thereunder are set out in focused on strengthening the the Notes to the Standalone fundamentals for the future. • Godrej Hair Weave Financial Statements of the We made a strong foray into Nigeria Limited on Company. the Hygiene segment with account of its voluntary growing global relevance, dissolution with effect B. Related Party Transactions with our new brand Saniter from April 24, 2020. launched within a month, with In compliance with the Listing • Godrej International a portfolio across personal and Regulations, the Company has Trading Company on home hygiene. HIT continued a Policy for Transactions with account of its voluntary to deliver strong growth with Related Parties (RPT Policy). dissolution with effect innovations in burning format The RPT Policy is available on from January 20, 2021. and launches in Aerosol the Company website and segment. We bolstered can be accessed through the • SON South Africa (Pty) category relevance for Air following link[5]. Limited on account of its Fresheners in the new normal, voluntary dissolution with with the launch of Stella Fresh Apart from the Related Party effect from November 11, & Protect with a functional Transactions in the ordinary 2020. / germ-kill proposition. We course of business and on faced strong headwinds in arm’s length basis, the details During the year, the Company our Baby wipes segment, of which are given in the Notes acquired balance 25% stake with significantly heightened to Financial Statements, no

[4] https://godrejcp.com/investors/unclaimed-dividend [5] https://www.godrejcp.com/public/pdfs/codes_policies/legal/Related-Party-Transactions-Policy.pdf

219 competitive intensity from new from macro shocks in the first new normal. We will also ensure / smaller players, but we have half. We faced significant cost strong governance controls and focused on rejuvenating our headwinds across markets - maintain an unrelenting focus portfolio to clawback share input cost increases, adverse on employee / consumer safety. in the coming year. We also forex movement, factory shut significantly accelerated our downs & consumers shifting Latin America Go-To-Market efforts with away from value-added strong distribution expansion products resulting in adverse Our Latin America cluster in General Trade, continued portfolio mix. However, our closed a strong year in a to strengthen our in-store robust cost optimisation challenging environment. Net execution in Modern Trade programs helped minimise Sales (INR) grew 17 per cent and also doubled down into impact on margins, with our while EBITDA grew at 126 per ecommerce which grew at EBITDA margins diluting only cent versus last year. break out pace for us. by ~0.5%. Overall, despite a challenging year, we focused on Argentina business closed We also continued our focus strengthening the fundamentals another year of profitable on cost savings to fuel our for future. We have established growth. In a context of COVID growth investments, field a braid portfolio across markets restrictions and lockdowns, macro environment & also to address key portfolio gaps, the team delivered a Top strengthen profitability. Our and have seen early momentum Line growth of 60 per cent in margins expanded this fiscal, on braid premiumization in constant currency (17 per cent with the bottom line growing South Africa. We entered in INR), driven by Distribution, well ahead of the top line. We the ~0.5 Billion Dollar & fast COMEX expansion and will continue to focus sharply growing human-hair-feel weave Innovation. EBITDA grew 166% on category development category across different percent in constant currency with breakthrough innovation, markets, and managed to (89 per cent in INR) achieving strong brand building and gain strong early momentum an EBITDA margin of 14%, the strengthening GTM. in Nigeria. We have entered highest ever for the market. the HI category in Nigeria and Profit improvements led to a Africa, Middle East and USA had strong early momentum. healthy NWC reduction. We also strengthened our The fiscal year 2021 witnessed US portfolio, by entering the Our Chile business grew strong revival in growth for our >1 Billion Dollar ethnic hair Net Sales at 22 percent (CC Africa, Middle East, and US fashion category , through and INR) driven by a strong business cluster. The overall an exclusive partnership with performance of Hair Color, business top line grew by 9 per Walmart. We also significantly Hair Removal and Traditional cent in constant currency terms. accelerated our GTM efforts Channel. EBITDA grew by While all countries faced a in Nigeria particularly last mile 255 per cent (in INR) driven challenging macro environment distribution. Going forward, our by efficiencies and better due to COVID-19, West and focus would be to strengthen absorption of fixed costs. South clusters bounced back GTM across markets, continue from the crisis strongly and improving margins by driving Looking ahead, we will grew at break-out pace at 38 operational excellence, continue focusing on profitable and 21 per cent in constant strengthening our portfolio by growth and working capital currency terms. US market also addressing whitespaces in hair management to strengthen our witnessed green shoots in latter fashion & accelerating Wet Hair Latin America businesses. part of the year as it recovered / FMCG in the post-COVID

220 B. Policy on Material the constitution of the Internal 11. Annual Return Subsidiaries Committee in compliance with the Sexual Harassment In compliance with the In compliance with the of Women at Workplace Listing Regulations, the provisions Section 134(3)(a) (Prevention, Prohibition Board has adopted a policy of the Companies Act, 2013, and Redressal) Act, 2013 for determining material the Annual Return as per to consider and resolve all subsidiaries. This policy is Section 93(3) of the Companies sexual harassment complaints available on the Company Act, 2013 is available on the reported by women. During website and can be accessed Company website, which the year, e-learning modules through the following link[6]. can be accessed through the were made available to create following link[7]. awareness regarding sexual C. Financial Performance harassment among employees. 12. Risk Management A statement containing the No complaint was reported salient features of the financial during calendar year 2020, and The Company has a well- statements of subsidiary/ hence, the Committee has not defined process in place joint venture /associate filed any complaint report with to ensure appropriate companies, of the Company in the concerned authorities, in identification and mitigation the prescribed Form AOC-1 a accordance with Section 22 of of risks. The Risk management part of consolidated financial the aforementioned Act. Committee of the Company statements (CFS) in compliance has been entrusted by the with Section 129(3) and other 10. Talent Management Board with the responsibility applicable provisions, if any, of and Succession of identification and mitigation the Act read with Rule 5 of the plans for the ‘Risks that Matter’. Companies (Accounts) Rules, Planning 2014. Elements of risks to the Your Company has the talent Company are listed in the The said form also highlights management process in place Management Discussion and the financial performance with an objective of developing Analysis Section of the Annual of each of the subsidiaries a robust talent pipeline for the and Integrated Report. and joint venture companies organisation, which includes included in the CFS of the the senior leadership team. As Company pursuant to Rule 8(1) part of the talent process, we 13. Vigil Mechanism of the Companies (Accounts) identify critical positions and Your Company has adopted a Rules, 2014. assess the succession coverage Whistle Blower Policy as a part for them annually. During of its vigil mechanism. 9. Sexual Harassment this process, we also review the supply of talent, identify of Women at The purpose of the policy is to high-potential employees, and Workplace enable any person (employees, plan talent actions to meet the (Prevention, customers, or vendors) to organisation’s talent objectives. Prohibition and raise concerns regarding We continue to deploy unacceptable improper Redressal) Act, 2013 leadership development practices and/or any unethical Your Company has complied initiatives to build succession practices in the organisation with the provisions relating to for key roles.

[6] https://www.godrejcp.com/public/pdfs/codes_policies/legal/Policy-on-Material-Subsidiaries.pdf [7] https://godrejcp.com/investors/annual-reports

221 without the knowledge of the 2013 read with the Companies grant and that on the date of management. All employees (Accounts) Rules, 2014, which exercise is the gross gain/loss shall be protected from any forms a part of the Board’s to the employee. The details adverse action for reporting Report. of the grants allotted under any unacceptable or improper the Godrej Consumer Products B. Corporate Social practice and/or any unethical Limited Employee Stock Responsibility (CSR) practice, fraud, or violation of Grant Scheme, 2011 and the any law, rule, or regulation. During the year, there was disclosures in compliance with This policy is also applicable to an amendment in CSR SEBI (Share Based Employee the Directors of the Company. Regulations, which required Benefits) Regulations, 2014 amendments in the CSR and Section 62 1 (b) read with Mr V Swaminathan, Head Policy of the Company. The Rule 12 (9) of the Companies Corporate Audit and revised Policy is available on (Share Capital and Debentures) Assurance, has been appointed the Company website under Rules, 2014 are set out in as the ‘Whistle Blowing the following link[9]. The CSR Annexure ‘F’. Your Company Officer’, and his contact details Report, along with details of has not given loan to any have been mentioned in the CSR projects, are provided in person under any scheme policy. Furthermore, employees Annexure ‘E’ to this report. for or in connection with the are free to communicate their subscription or purchase of complaints directly to the C. Employee Stock Option shares in the Company or the Chairman/Member of the Audit Scheme holding Company. Hence, there Committee, as stated in the are no disclosures on voting policy. The policy is available The Company has a stock rights not directly exercised by on the internal employee option scheme named as the employees. portal as well as the Company ‘Employee Stock Grant website and can be accessed Scheme, 2011’. The number through the following link[8]. and the resulting value of stock 15. Listing The Audit Committee reviews grants to be given to eligible The shares of your Company are reports made under this policy employees are decided by the listed at the BSE Limited and and implements corrective Nomination and Remuneration National Stock Exchange of India actions wherever necessary. Committee, which are based Limited. The applicable annual on the closing market price listing fees have been paid to 14. Annexures on the date of the grants. the stock exchanges before the The grants vest in one or due dates. Your Company is also A. Disclosure on Conservation more tranches as per the listed on the Futures and Options of Energy, Technology decision of the Nomination Segment of the National Stock Absorption, Foreign Exchange and Remuneration Committee Exchange of India. Earnings, and Outgo with a minimum vesting period Annexure ‘D’ of this Report of 1 year from the grant date. 16. Business provides information on Upon vesting, the eligible Responsibility the conservation of energy, employee can exercise the Report technology absorption, foreign grants and acquire equivalent Pursuant to Regulation 34 of exchange earnings, and outgo shares of face value of ` 1. the Listing Regulations, the required under Section 134(3) The difference between the Business Responsibility Report (m) of the Companies Act, market price at the time of

[8] https://www.godrejcp.com/public/pdfs/codes_policies/people/Whistle_Blower_Policy.pdf [9] https://www.godrejcp.com/public/pdfs/codes_policies/sustainability/CSR-Policy.pdf

222 highlighting the initiatives C. Secretarial Auditors 20. Confirmations taken by the Company in the The Board had appointed • Your Company is in areas of environment, social, M/s. A. N. Ramani and compliance with the economic, and governance is Co., Company Secretaries, applicable Secretarial available on the website of the Practising Company Secretary, Standards issued by the Company and can be accessed to conduct a secretarial audit Institute of Company through the following link[10]. for the fiscal year 2020-21. The Secretaries of India. Secretarial Audit Report for 17. Auditors and the fiscal year ended March 31, • There have been no Auditors’ Report 2021 is attached herewith as material changes and Annexure ‘G’. The Secretarial commitments affecting A. Statutory Auditors Audit Report does not contain the financial position of In accordance with Section any qualification, reservation, the Company that have 139 of the Companies Act, or adverse remark. occurred between March 2013 and the Rules made 31, 2021 and the date of thereunder, M/s. B S R and Co., 18. Corporate this Board’s Report. LLP, Chartered Accountants Governance • There have been no (Firm Regn. No. 101248W/W- instances of frauds 100022) have been appointed Pursuant to the Listing reported by the auditors as the statutory auditor to hold Regulations, the Report under Section 143 (12) of the office from the conclusion on Corporate Governance the Companies Act, 2013 of the 17th AGM on July 31, is included in the Annual and the Rules framed 2017 until the conclusion of and Integrated Report. The thereunder, either to the 22nd AGM in the year 2022 Practicing Company Secretary’s the Company or to the at a remuneration as may be Certificate certifying the Central Government. approved by the Board. Company’s compliance with the requirements of corporate • The Company has not B. Cost Auditors governance, in terms of the accepted any deposits The Company is maintaining Listing Regulations, is attached from public, and as requisite cost records for as Annexure ‘H’. such, no amount on the the applicable products of account of principal or the Company. Pursuant to 19. Management interest on deposits from directions from the Department Discussion and public was outstanding of Company Affairs, M/s. P. Analysis as on the date of the M. Nanabhoy and Co., Cost balance sheet. Management Discussion and Accountants, were appointed as • During the Financial Year Analysis as stipulated under cost auditors for the applicable 2020-21, there were no the Listing Regulations is products of the Company for significant and material presented in a separate section the fiscal year 2020-21. They are orders passed by the forming a part of this Annual required to submit the report to regulators or Courts and Integrated Report. The the Central Government within or Tribunals that can details pertaining to internal 180 days from the end of the adversely impact the financial control and their accounting year. going concern status adequacy are also part of the of the Company and its Annual and Integrated Report. operations in future.

[10] https://godrejcp.com/investors/annual-reports

223 21. Appreciation objective criteria, with due regard 1. ‘Fixed Compensation’ for the benefits of diversity on the comprising the basic salary,

Your Directors wish to extend Board. The Board believes that HRA and retirement benefits their sincere thanks to the such merit-based appointments will such as the provident fund and employees of the Company, best enable the Company to serve gratuity. its stakeholders. The Board will central and state governments, 2. ‘Flexible Compensation’ regularly review this policy to ensure as well as government comprising a fixed its effectiveness. agencies, banks, customers, predetermined component shareholders, vendors, and of employees’ compensation. ANNEXURE ‘B’ other related organisations that The employees can allocate have helped in your Company’s this amount to different GCPL TOTAL REWARDS POLICY progress, as partners, through components, as per their grade their continued support and GCPL’s Total Rewards Framework eligibility, defined at the start co-operation. aims at holistically using elements of each fiscal year. such as fixed and variable For and on behalf of the 3. ‘Variable Compensation compensation, long-term incentives, Board of Directors (Performance-Linked Variable benefits and perquisites, and non- Remuneration)’ comprising compensation elements (career Nisaba Godrej employee rewards for development, work–life balance, and Chairperson & Managing Director delivering superior business recognition). results and individual Mumbai, May 11, 2021 performance. It is designed Highlights to provide a significant upside ANNEXURE ‘A’ earning potential without a The rewards framework offers cap for overachieving business employees the flexibility to BOARD DIVERSITY POLICY results. It has a ‘Collective’ customize different elements based component, linked to the on need. The framework is also The Company is committed to achievement of specified integrated with GCPL’s performance equality of opportunity in all business results, measured by and talent management processes aspects of its business and does ‘Economic Value Added’ or and is designed to ensure sharply not discriminate on the grounds of other related metrics, relative differentiated rewards for our best nationality, race, colour, religion, to the target set for a given performers. caste, gender, gender identity or fiscal year, and an ‘Individual’ component, based on an expression, sexual orientation, The total compensation for a given employee’s performance, as disability, age, or marital status. position is influenced by three measured by the performance The Company recognises merit and factors: position, performance, and management process. continuously seeks to enhance the potential. As a broad principle, effectiveness of its Board. for high performers and potential Long-Term Incentives (Employee employees, GCPL strives to deliver Stock Grant Scheme) The Company believes that for an total compensation at the 75th effective corporate governance, the percentile of the market. This scheme aims at driving a culture Board should have the appropriate of ownership and focus on long-term

balance of skills, experience, and Total Cash Compensation results. It is applicable to Godrej diversity of perspectives. Board Leadership Forum members. Under The employees’ total cash appointments will be made on this scheme, performance-based compensation has the following merit basis, and candidates will stock grants are awarded. be considered on the basis of three components:

224 The value of the stock grant is COMPANIES ACT, 2013 READ of the Company for the fiscal year proposed by the management and WITH RULE 5 (1) OF THE 2020-21; the percentage increase in approved by the Nomination and COMPANIES (APPOINTMENT AND the remuneration of each Director, Remuneration Committee. REMUNERATION OF MANAGERIAL Chief Financial Officer, and Company PERSONNEL) RULES, 2014 Secretary during the fiscal year ANNEXURE ‘C’ 2020-21; and the comparison of The ratio of the remuneration remuneration of each KMP against INFORMATION PURSUANT of each Director to the median the performance of the Company TO SECTION 197 (12) OF THE remuneration of the employees are as follows:

A. Whole-Time Directors, Chief Financial Officer, and Company Secretary

Sr. Name of the KMP Designation Per Cent Increase/(Decrease) In Ratio of Median Remuneration No. Remuneration in the Fiscal Year of Each Director to the Median 2020-21 Remuneration Paid/Payable to all Employees for the Fiscal Year 2020-21 1 Adi Godrej Chairman Emeritus -40.06 81.22 2 Nisaba Godrej Chairperson & Managing Director -76.84 21.84 3 Vivek Gambhir* Whole -time Director 36.87 297.76 4 V Srinivasan Chief Financial Officer and 100.00 Not applicable Company Secretary

* Mr. Vivek Gambhir ceased to be the Managing Director of the Company with effect from close of June 30, 2020. He continued as Whole -time Director till September 30, 2020 and ceased to be a member of the Board thereafter.

Mr. Adi Godrej and Ms. Nisaba Company’s performance. In case multipliers (both individual driven Godrej had voluntary waived of Mr. V Srinivasan, remuneration and organization performance their remuneration for the includes the provisional amount driven) applied to arrive at actual year 2020-21 due to the grave of Performance Linked Variable payout are determined post entire situation caused by the outbreak Remuneration payable for organization’s performance is of the COVID 19 pandemic and the fiscal year on the basis of assessed and plotted on the bell suspension of business activities performance, profitability and curve which typically closes by third due to the lockdown imposed by optimum utilisation of capital. The week of May every year. the Government of India and the actual payment will happen in FY likely impact of the same on the 2021-22 and could be lower as the

B. Non-Executive Directors

Sr. Name of Director Per Cent Increase/(Decrease) in Ratio of Remuneration of Each Director to No. Remuneration in the Fiscal Year 2020-21 the Median Remuneration Paid/Payable to all Employees for the Fiscal Year 2020-21 1 Jamshyd Godrej 4.17 % 5.10 2 Nadir Godrej 4.00 % 5.31 3 Tanya Dubash 4.17 % 5.10 4 Pirojsha Godrej 4.17 % 5.10 5 Narendra Ambwani 2.44 % 8.57 6 Pippa Armerding 27.27 % 8.57 7 Omkar Goswami 5.00 % 8.57 8 Aman Mehta 5.00 % 8.57 9 Ndidi Nwuneli 5.00 % 8.57 10 Ireena Vittal 5.00 % 8.57 11 Sumeet Narang * - - * Mr Sumeet Narang has voluntarily waived the remuneration receivable from the Company.

225 Note: Non-Executive Directors at the already explained in the rate not exceeding 1 per cent previous page, Cessation of (i) The median remuneration of all of net profits of the Company Mr.Vivek Gambhir from the the employees of the Company with authority to the Board Board during the year and for the fiscal year 2020-21: to determine the manner increase in the provision for ` 4.90 lakh. and proportion in which the performance linked variable amount be distributed among remuneration for FY 20-21 to (ii) The percentage increase in the Non-Executive Directors. the other employees. the median remuneration of The Board has authorised employees in the fiscal year a base commission of ` 20 (v) The remuneration is as per the 2020-21: 16.53 per cent. lakhs per annum to each Remuneration Policy of the Non-Executive Director. All Company. (iii) The number of permanent the Independent Directors are employees on the payrolls of paid an additional commission ANNEXURE ‘D’ the Company as on March 31, linked to their attendance at 2021: 2698 the Audit Committee meeting, INFORMATION PURSUANT Nomination & Remuneration TO SECTION 134 (3) (M) OF (iv) The average percentile Committee meeting, and THE COMPANIES ACT, 2013 increase already made in the Independent Directors’ READ WITH THE COMPANIES salaries of the employees, meeting. There is no change (ACCOUNTS) RULES, 2014, WITH other than the Managerial in the base amount of the RESPECT TO CONSERVATION Personnel, in the last fiscal commission on profits or sitting OF ENERGY, TECHNOLOGY year and its comparison with fees payable to Non Executive ABSORPTION, FOREIGN the percentile increase in the Directors for attending EXCHANGE EARNINGS, AND managerial remuneration and meetings of the Board/ OUTGO justification thereof: Committee thereof. A. Conservation of Energy Total managerial remuneration The per cent change in comprises the remuneration remuneration represents Steps taken or impact of of the Whole-Time Directors change in the payout based on initiatives for conservation of and commission paid to actual attendance at meetings energy, and steps taken by Non-Executive Directors. of the Board or Committee the Company to use alternate The Whole-Time Directors’ thereof for each of the Non sources of energy. remuneration is as per the Executive Directors, compared resolution approved by the to the previous year. I. North East Cluster shareholders and will not exceed 10 per cent of the The average change in the The total capital investment Company’s net profits as salary of employees other on energy savings initiatives permitted by the Companies than the Managerial Personnel is `20 lakh. The major energy Act, 2013. The Non-Executive is an increase of 33.69 per conservation initiatives are as Directors are also eligible for cent whereas that in salary of follows: a sitting fees of ` 1 lakh per the Managerial Personnel is Board meeting attended and ` decrease of 10.40% per cent. • Auto Heater cut off 20,000 per Committee meeting The changes are on account of mechanism during idle attended. The shareholders at two of the promoter directors condition installed in the AGM held on July 30, 2018, voluntarily waiving of the Packaging & filling has authorised the payment of remuneration for reasons machine at Lokhra II unit. commissions on profits to the

226 Annual Energy Savings – in baby boiler from 32 ltr/ by donating 38 ICU beds 17952 KWH hr to approx. 28 ltr/Hr. & 7000 Ltrs of Protekt at Lokhra II unit. Annual sanitizer. Assam Health • Additional Crème line Saving in Diesel – 19 kl. Minister Mr. Himanta shifted from 2nd floor to Biswa Sarma have 1st floor at Lokhra II unit, Awards personally recognised resulting in reduction our CSR activity during of consumption of all • National Safety Councils a large event in the non-process energy Safety Award 2020—4th Guwahati Medical consumption like light, level ‘PRASHANSHA College Hospital and fan and exhaust. Annual PATRA’ award won by the thanked Godrej for the Energy Savings – 30722 GCPL Lokhra II unit. support. KWH • NE Cluster won the • During Covid19 lockdown • VFD installation in 15 HP Godrej Corporate and just after the hopper motor and 10 Safety Awards 2020 for lockdown we distributed HP dust collector motor outstanding performance around 850 food packets at Kalapahar Coil unit. for the celebration of to our casual employees Annual Energy Savings – National Road Safety and 240 food packets to 87816 KWH Week 2020. families of nearby villages who have not received any • Bulk recycle conveyor • Mr. Debasish Das help from Govt. & NGO motor reduced from 3HP Gupta won the Godrej to 1.5 HP at Meghalaya Corporate Safety • 2400 nos. of Covid19 Coil unit. Annual Energy Awards 2020 for Safety Care safety packets Savings – 3488 KWH Ambassador of the year distributed to truck 2020. drivers & helpers coming • Change in refill to factories manufacturing batch size • Lokhra II unit won the from 3 MT to 4.5 MT at Godrej Corporate Good II. North Cluster New Conso unit. Annual & Green Awards 2020 Energy Conservation Energy Savings – 30722 for “Maximum number of KWH initiative taken”. The total capital investment on energy savings initiatives is ` • Timer for vertical Lift for • 6 teams from North East 130 lakh, and savings in energy cutting off Power in case cluster had participated consumption is 7.92 lakh KWh idle for more than 80 in “National Convention per annum, which is equivalent Sec at New Conso unit. on Quality Concept to ` 72 lakh per annum. Annual Energy Saving – (NCQC) 2020” and won Some of energy conservation 15694 KWH. 3 Par Excellent award & 3 initiatives are as follows: Excellent Award. • Replacement of heater • Change in nozzle size (9.5 assembly in wrapping to 7.5 GPH), infeed pump CSR machine with reducing VFD and pneumatic valve heaters. in the steam header line, • North East cluster have causing reduction in per supported Guwahati • Optimization of lights on hour diesel consumption Medical College Hospital the shop floor.

227 • V belts to be replaced Award Won • Provided LED lights with Cogged Belts. in plants in place of • Excellence award for 6 conventional lights, • Motor rating reduction on Team and 2 teams with resulted in reducing duplex plodder. par excellence award power consumption by • Vacuum pumps to be during NCQC 2020. 112000 units/annum replaced with venturi • Installed solar street arrangement. III. Central West Cluster lights in place of • Installing VFD and conventional lights, The total capex utilized for Energy efficient motors resulted in saving of 9000 energy conservation measures on utilities pump with kwh/annum and also is ` 148 lakh. The energy pressure transmitter. help in utilizing natural conservation measures • Energy monitoring resources undertaken are as follows: System in Soap plant. • Installed a bucket type • Installed & • Bypassing hot well pump strainer in cooling tower commissioned a IOT in Brine & Water chiller. for ease of cleaning and based instrumentation getting full suction to the • Replacement of ordinary system in RO1 & part pump. This has resulted common AC with of RO3 for reduction in saving of power Individual 5-star rating AC. of steam consumption, consumption by 6600 resulted in saving of fuel • Direct Mixing of RED kwh/annum Premix at Kneading consumption by 73 MT/ • Installed two SS oil feed section. annum. tanks in CP3 for reducing • Installed & commissioned • Replacement of HT line steam consumption bottom sampling system with dedicated industrial which are directly feeding for reducing steam feeder for less operation oil in FSP3, resulted consumption & saving of DG at C11. in reduction of fuel time and efforts for consumption by 25 MT Water Conservation bottom sampling, this has resulted in saving of fuel • Initiated IOT projects for The total capital investment on consumption by 43.3 MT/ monitoring of various water conservation initiatives is annum critical parameters in 2.8 lakh, and savings in water Boiler, Chiller and soap consumption is 824 KL per • Provided single nozzle in noodle plant in order to annum. The water conservation place of multiple nozzle take action immediately initiatives are as follows: in booster of precut tower in FADP2, this has • Sensor water taps Water & Legal compliance resulted in reducing fuel installed in the plants for consumption by 30.7 MT/ • Installed Telemetric & conservation of water. annum piezometer for ground water level & flowmeters • ETP treated water using • Replaced 6 old motors for bore-well water for gardening and in with energy efficient extraction under CGWA toilet for flushing. motors IE3, this has for legal compliance resulted in reducing • Water Management by power consumption by Level sensors for Water 41000 kwh/annum Storage tanks.

228 Awards won by the Malanpur our Hot air generators Coil6 unit: 2 Teams unit in our Pondicherry Coil Participated in CCQC Factory, to the extent of and won 2 Gold Awards • GCPL Malanpur unit 3,939MT. & in NCQC won 1 received following awards Par Excellence and 1 • Pre heating of raw water held virtually first time in Excellence Awards. NCQC 2020 using flue gas before letting it to Hot water Coil7 unit: 1 Team o 9 Par Excellence generator system has Participated in CCQC o 6 Excellence given the Natural gas fuel and won 1 Gold Award o 2 for Essay & Slogan saving of 82800 SCM. & in NCQC won 1 Par o Ranked in top 10 in Excellence Award. QC quiz Awards

• CII-EHS: MMN unit, • GCPL Malanpur unit • 4 Members of our Conso unit, Coil units-6, received a PRASANSHA Karaikal Coil units have 7 & 9 participated in the PATRA - 2020” by received the “Best Energy CII- EHS Assessment National Safety council Saving Team Award” from 2020 and got awarded for the period of 2017, our HO Good and Green 4-Star Rating for CONSO, 2018 & 2019 for team for team. MMN, COIL9 & COIL6 & their active participation 3-Star Rating for COIL7 in and contribution to level • Quality Circles: Teams March 2021. up safety performance. from MMN unit, Conso unit, Coil units-6, 7 & • National Safety Councils IV. South Cluster 9 participated in the Safety Awards: CONSO Chennai Quality Circle Energy Conservation unit and MMN Unit and 5S competition in received “Certificate of • The total CAPEX utilized the month of October Appreciation” towards for energy conservation / November 2020 & NSCI Safety Award 2020. measures in FY21 was ` National Convention 49.8 lakh. of Quality Circle during • The South Cluster Safety December 2020. Lead won the “Safety • Reduction in energy Professional of the year consumption by the Conso unit: 2 Teams 19-20 Award” at GILAC installation of energy participated in CCQC level. efficient LED lightings, and won two Gold Solar based lightings, Awards and in NCQC Audits Timer for Exhaust fans, two Excellence Awards. Installation of Servo Participated 5S • Integrated Management based Coil punching competition and won the Systems (IMS): South cylinders and Servo based Par-Excellence Award. Units have successfully mould bed pushers, have completed 4th and all resulted in savings MMN unit: 2 Teams 5th IMS surveillance of 6,63,000 KWh/Year, Participated in CCQC audits without any NCs covering all units. and won 2 Gold Awards (ISO 9001:2015, ISO & in NCQC won 1 14001:2015 and ISO • Use of Bio waste fuels, Par Excellence and 1 45001:2018). instead of Furnace oil, in Distinguish Awards.

229 • 5S Award: 5S Award (128 employees were • 10000 Masks were from QCFI and Union tested). Based on this, handed over to of Japanese Scientist received the “Certificate Deputy Director, Public Engineers (JUSE), of Appreciation” from Health Department of received by the Conso the Deputy Director Puducherry in July 2020 and MMN units in 2018 (Immunization), Karaikal, to support their frontline and 2019 respectively. for very good COVID workers’ protection from First Surveillance Audit safety control measures Covid. Also 11000 Masks by the QCFI / JUSE implementation in the unit. were provided to Health committee was completed Department, Karaikal successfully and the • Using Drone Technology in August 2020 and in Award was retained. for the first time, November 2020. Chimney stack stability • COVID-19 Audits: Various inspection was done • All units handed over Government Officials in Coil9 unit in a safe Covid Safety Kits to like Tahsildars, Revenue manner using Thermal the Truck Drivers in Inspectors, VAOs, Imaging technique. November / December Commune Panchayat 2020, who brought authorities, Health • Safety Theme based materials to the units and Department, Primary monthly celebrations who transported our FG Health Centre, Police organized in all units for out of the units. & Labour Department the last 6 years. visited our factories to • Distributed Protekt Hand audit the implementation CSR Sanitizers to the baseline and compliance to MHA workers of Puducherry Covid Safety guidelines • 2 Numbers of ICU Cots Municipality in March and they appreciated the with 5 function remote 2021, through ReCity various initiatives taken were handed over to the NGO. and protocols followed by Government Hospital, the units. Karaikal through the B. Technology Absorption District Collector in April Events 2020. The Research and Development function of your • Nivar Cyclone safety • Covid Care Packages organization played a key measures were containing essential role in ensuring the successful implemented in all units grocery items were launches of following products and ensured there were distributed to Contract during the year 20-21: no property damages. Workers and the Local 1. Protekt – Hygine Range Community in April / May • COVID-19 medical 2020 from our Conso, 2. HIT Roach Bomb camp was done by the Coil 9, Coil 6 Units, while 3. Good Knight Smart Spray Health Department of distribution to Contract Karaikal in Coil7 unit. Workers only were done 4. AER Power Pocket There were no single from our MMN and Coil 7 5. AER disinfectant sprays POSITIVE cases found Units. 6. Expert Fashion range and all were NEGATIVE

230 7. Health Soaps II. Benefits derived as a result of and international business. the above R&D efforts: Our R&D team shall constantly 8. BBlunt range extension endeavor to deliver superior 9. Godrej Professional new R&D has played pivotal role in innovative products thereby shades developing new technologies delighting, both domestic and in Hygiene, AER, Hair Colours, international customers by: 10. Proclean range Personal Wash and HI areas. 11. Protekt Hand washes/ Strong R&D led initiatives 1. Ensuring successful Cinthol Hand wash with innovative projects have commercial launches 12. E-commerce led products led to successful launches of within Hair Care, – Good Knight Mosquito several new products in the Household Insecticides, repellant cream/Good marketplace in the current Room Freshner and Knight anti mosquito skin financial year. The company personal care categories spray etc. has launched range of health for the coming year; & Hygiene products under 13. Magic hand wash across different brands and has shown 2. Engaging in providing our geographies strong agility in development & support on global 14. Sanitor range of hygiene technology commercialisation. innovation strategies products R&D is continuously protecting for various product its Innovations through Design categories within our 15. Styling gels and Product patents. The international businesses company has filed several and extending support The current year, like previous patents both in India and on relevant product years, also saw a sharp focus abroad. R&D has played a development for on consumer-centric and pivotal role in improving cost international markets; relevant design led innovation. optimization across product The company put lot of categories by contributing 3. Focusing on newer focus on Innovation in new through both product and consumer relevant technologies, which gives value process related innovations product experiences for money to the consumer. and improvements. within all categories such as Household R&D Product Categories We believe that the three key Insecticides, Hair Care, initiated by the Company: pillars of consumer centricity, AER, Fabric Care and 1. Hair Care new product Innovation & Health & Hygiene Development and training-led 2. Skin Care 4. Maintaining a strong focus skill up-gradation will continue on R&D training needs 3. Household Insecticides to propel your Company ahead and people development. 4. Customer Centricity of competition in its strategy of innovation led value creation. 5. Packaging Development 5. Partnering collaborations with external stake Future Plan of Action: 6. Fabric Care holders and leading 7. Health & Hygiene Institutions. R&D shall continue to play a Products key role in the advancement 8. AER Care and successful execution of newer innovations in the 9. Dry Hair marketplace, for both domestic

231 C. Expenditure on R&D

` Crore Fiscal Year Fiscal Year 2020-21 2019-20 Capital 0.72 0.09 Recurring 22.68 18.12 Total 23.40 18.21 Total R&D expenditure as a percentage of total sales turnover 0.38 per cent 0.34 per cent

D. Foreign Exchange Earnings and Outgo

` Crore Fiscal Year Fiscal Year 2020-21 2019-20 I. Foreign exchange used 487.16 458.39 II. Foreign exchange earned 232.93 204.22

ANNEXURE ‘E’ Policy are available on the Company As of March 2021, we website and can be accessed have trained over 4,51,342 [11] CSR REPORT through the following link . young people in skills that will enhance their earning A brief outline of the Company’s An overview of the projects or potential. This includes the CSR Policy, including an overview programmes undertaken during the young women trained by our of projects or programmes fiscal year 2020-21 is given below. beautypreneurs. Our projects proposed to be undertaken, We have aligned our programmes to are: with a URL to the CSR Policy and national missions and priorities, and

initiatives they are categorised as follows. • Salon-i—our beauty and hair care training GCPL is committed to the Godrej A. Employability and Livelihoods Group’s ‘Good & Green’ vision • Beauty-preneur (BP) of creating a more inclusive and At Godrej, we collaborate with and Home-preneur (HP) greener India. The GCPL CSR policy non-profit organisations and platform for nano and focuses on addressing the critical social enterprises to design micro entrepreneurs in social, environmental, and economic and run several employability beauty industry needs of the marginalised and less training programmes for youth privileged sections of society. We from low-income sections of In FY21, given the Covid-19 adopt an approach that integrates society. We aim to improve lockdown and ensuing the solutions to these problems the earning potential of our slowdown, all training into the strategy of the Company trainees by building their programmes were paused to benefit communities at large and skills and by empowering across partners and we did not deliver social and environmental them. Apart from core domain work with any new students. impacts. The Company has framed skills, our programmes also Our focus was instead on 1,633 a CSR Policy in compliance with the focus on life skills training, beauty entrepreneurs who provisions of the Companies Act, entrepreneurship development, were part of our programme 2013. The policy as well as projects and postplacement support. in FY20 and we worked with and programmes under the CSR them to ensure that they would

[11] https://godrejcp.com/sustainability/csr

232 be able to successfully navigate We took on the responsibility ensure immediate relief the challenges due to the to provide food and hygiene efforts and medium to long pandemic. essentials to communities term recovery initiatives. Our around our operations across initiatives to date have taken We provided online training the world. this into consideration and and handholding support to have been implemented with our entrepreneurs and ensured In India, we provided food a wide range of on-ground that of 1,875 entrepreneurs, supplies and safety kits to over partners from government 1,633 stayed in business. 1,37,000 migrant labourers and municipal bodies, to civil Our implementation partners and urban poor through our society organisations and provided them with over NGO partners. Our partners citizen initiatives in order to 50 hours of online training also helped in unlocking reach the largest number of the and innumerable one on funds from the government most vulnerable communities one calls to help them with relief packages for vulnerable in our ecosystem. covid safety strategies, SOP members in our ecosystem. for reopening salons post Further, we supported the Supporting the most vulnerable lockdown, alternative business public healthcare system in in our ecosystem: We provided ideas, attracting clients back Mumbai, Maharashtra, and food and safety kits to frontline to the salon, etc. 79% of Guwahati, Assam, by donating workers and most vulnerable beauty-entrepreneurs joined medical equipment (beds, groups such as contract the online sessions and 32% ventilators, ICU equipment, workers, poor communities started alternate businesses testing kits, and mobile around our factories and due to inputs from the training. testing auto rickshaws, warehouses, migrant workers, We provided returnable among other support). In urban casual workers, sex grants (between INR 5,000 addition, we provided safety workers, transgender groups, to 20,000) to over 440 of our kits to over 46,120 people, people with disability, people entrepreneurs to help them including contract workers, living with HIV/AIDS, and revive their businesses. Overall GCPL transporters, field other vulnerable communities net revenue grew three fold sales personnel, and Godrej In addition, we provided local between the October 2020 to Professional salonists. We also authorities with sanitation March 2021 period. made direct cash transfers to essentials to support them in 250 market research agents to their battle against Covid19. B. Covid Relief and Community help meet the basic needs of Development their families. Strengthening public healthcare: We are supporting The impact of COVID-19 has Our stakeholders are also the public healthcare system not only been felt in terms the communities that border in key geographies as of a public health crisis of our plant locations. Our healthcare institutions are unprecedented proportions, communities were impacted facing a shortage of personal but also as a longer-term by the pandemic and hence protective equipment (PPEs), economic disaster impacting our focus in FY21 was primarily gloves, masks, and other the lives and livelihoods of Covid19 relief and recovery basic equipment. In addition, billions of people worldwide. projects. we supported the set-up of We channeled most of our municipal quarantine centres, resources to address the We realized the need for mobile testing vehicles, urgent need for relief at the swift action on ground and an and ICU units. Many of our start of the pandemic between urgent need of philanthropic products are essential to fight March and September 2020. and corporate support to

233 the battle against Covid19 and initiatives such as funds to Pradesh, and Chhattisgarh hence we have freely donated provide Internet enabled covering 824 villages and our products to governments, digital devices, continued close to 10,00,000 people. frontline departments such learning engagement in the We have signed MoUs with as police and municipalities, community, and safety kit the governments of UP hospitals, civil society bodies donation to schools to ensure and Chhattisgarh and are and citizen efforts to manage a safe learning environment to supporting them in their the pandemic across all our those going back to school. endeavour to eliminate malaria locations worldwide. These by 2030. have included soaps, hand C. Elimination of Vector-Borne wash, sanitisers, masks, Endemic Diseases Impact: household insecticide products, Elimination of Vector-Borne An independent social return etc. Endemic Diseases (EMBED) on investment study of the programme has revealed Enabling economic relief is an intensive community that every ` 1 invested in the and supporting livelihoods awareness and behaviour programme created social recovery: National and state change communication impact worth ` 8.38. governments have announced programme to combat malaria relief packages for those who in regions that report high Close to 63 per cent of the have been hit the hardest and annual parasite index (API). community is taking steps we are working with our non- Under the EMBED programme, to prevent malaria after profit partners to unlock these we collaborate with NGOs and increasing their awareness by funds through government governments in an effort to participating in sessions. schemes. Post lockdown, we reduce morbidity and mortality have also started providing due to malaria. The approach Around 75 per cent of the need based livelihoods support towards this project is as community healthcare workers such as zero interest loans, follows: reported an increase in their insurance cover against Covid Implement community need- knowledge and diagnosis and related medical expenses, based behaviour change treatment of malaria. training on business recovery communication interventions post lockdown, and incubating at the village and household Post malaria treatment, a nano and micro entrepreneurs levels to spread awareness 32 per cent improvement in in key geographies. and encourage appropriate overall health was reported, which resulted in a 17 per cent Assist learning: Children are healthcare-seeking behaviour increase in productivity and 22 one of the most impacted for prevention and control of per cent decrease in school/ groups, especially those mosquito-borne diseases work absenteeism. belonging to economically Strengthen links with public weak families. Not only are and private health services D. Waste Management they unable to attend school in the prioritised blocks to but they are also unable to improve access to preventive, We have initiated various continue learning due to diagnostic, and curative community waste management lack of digital devices and/ services projects across India. In the or access to Internet in their past, we have collaborated homes and communities. In the fiscal year 2020-21, we with Hyderabad and In response to this, GCPL worked in 9 districts across Kalyan-Dombivali municipal is supporting a range of Madhya Pradesh, Uttar corporations for urban waste

234 management. We are working the Institute of Chemical Bihar and Maharashtra with a social enterprise in Technology, Mumbai, floods by repairing and Guwahati to covert plastic has proposed to set up a rebuilding schools and waste into fuel. Further, we are skill development centre. Anganwadis. partnering with an enterprise The proposed centre V. Support to Asha Sadan in Assam that is recycling has the following three in Mumbai to provide forest and agri-residue into objectives: overall care for orphans briquettes for biofuel. In FY21, • To develop training and destitute children we have started another waste programmes for and their education. management programme in the characterisation Pondicherry where we are VI. Support to Mahendra of biologics and working with the citizens, and Young Knowledge biopharmaceuticals Municipal Corporation, and Foundation to support other stakeholders to divert sustainable development. • To establish a state- waste from landfill. Altogether, of-the art centre VII. Support to Public Health through these projects, we aim for biophysical Foundation of India for to process up to 150 MT of and biochemical prevention and control of solid waste per day. analysis for skill vector borne diseases in development India. E. Watershed Management for training students and G. Composition of CSR Our integrated watershed provide a resource Committee development project will help to the Indian restore the ecological balance biotechnology The composition of the CSR in the drought-prone district industry participants Committee is as follows: of Siddipet in Telangana. to hone their skills. Our efforts are designed to 1. Mr Nadir Godrej, recharge groundwater and II. Olympic Gold Quest: The Chairman of the make more water available project aims to support Committee for irrigation over a total area 49 senior Indian athletes of more than 3,300 hectares 2. Ms Tanya Dubash, aspiring to participate by the fiscal year 2022. As of Director in commonwealth March 2020, we have treated games, Asian games, 3. Ms Nisaba Godrej, 880 hectares of land and and Olympics by funding Chairperson & Managing carried out over 3,00,000 their training and sport Director plantations through seed equipment purchase as dibbling and over 38,000 well as by providing them 4. Mr Narendra Ambwani, plantations through direct medical support. Independent Director saplings. We have worked with over 300 farmers to build their III. Support SEEDS for Kerala H. Average net profit of the capacity on sustainable farming flood relief by building company in the last 3 fiscal and livelihood diversification. shelters for tribal families years: ` 1,402.41 crores. in Wayanad F. Donations I. Prescribed CSR expenditure IV. Support Habitat for (2 per cent of the amount as in I. Green chemistry: With Humanity to respond item H above): ` 28.05 crores. the funding from GCPL, to the 2019 Assam,

235 ANNEXURE -II FORMAT FOR India. The GCPL CSR policy large and deliver social and THE ANNUAL REPORT ON CSR focuses on addressing the environmental impacts. The ACTIVITIES critical social, environmental, Company has framed a CSR and economic needs of Policy in compliance with the 1. Brief outline on CSR Policy of the marginalised and less provisions of the Companies the Company. privileged sections of society. Act, 2013. The policy as well We adopt an approach that as projects and programmes GCPL is committed to the integrates the solutions to under the CSR Policy are Godrej Group’s ‘Good & these problems into the available on the Company Green’ vision of creating a strategy of the Company website and can be accessed more inclusive and greener to benefit communities at through the following link[11].

2. Composition of CSR Committee: Number of meetings of Number of meetings Sr. Name of Director Designation / Nature of Directorship CSR Committee held of CSR Committee No. during the year attended during the year 1 Nisaba Godrej Chairperson and Managing Director 2 2 2 Nadir Godrej Non-Executive Director 2 2 3 Tanya Godrej Non-Executive Director 2 1 4 Narendra Ambwani Independent Director 2 2

3. Provide the web-link sub-rule (3) of rule 8 of the EMBED: https://www.godrejcp. where Composition of CSR Companies (Corporate Social com/public/pdfs/embed- committee, CSR Policy and Responsibility Policy) Rules, impact-assessment-and-sroi- CSR projects approved by the 2014, if applicable. report.pdf board are disclosed on the The report is available on the website of the company. 5. Details of the amount available website of the Company under for set off in pursuance of https://www.godrejcp.com/ the following link: sub-rule (3) of rule 7 of the sustainability/codes-and- Saloni and BP: https://www. Companies (Corporate Social policies godrejcp.com/public/pdfs/ Responsibility Policy) Rules, salon-i-and-beautypreneur-sroi- 2014 and amount required for 4. Provide the details of Impact and-impact-assessment-report. set off for the financial year, if assessment of CSR projects pdf any. carried out in pursuance of

S. Amount available for set-off from Amount required to be setoff for Financial Year No. preceding financial years the financial year, if any (in `) 1 FY19-20 ` 5.85 crore -

6. Average net profit of the (b) Surplus arising out of (d) Total CSR obligation company as per section 135(5) the CSR projects or for the financial year – ` 1402.41 crore programmes or activities (7a+7b+7c) – ` 33.90 of the previous financial crore 7. (a) Two percent of average years - NIL net profit of the company as per section 135(5) – (c) Amount required to be ` 28.05 crore set off for the financial year, if any – ` 5.85 crore

[11] https://godrejcp.com/sustainability/csr

236 8. (a) CSR amount spent or unspent for the financial year:

Total Amount Spent Amount Unspent (in `) for the Financial Year Total Amount transferred to Unspent CSR Amount transferred to any fund specified under Schedule VII as (in ` crore) Account as per section 135(6) per second proviso to section 135(5) Amount. Date of transfer. Name of the Fund Amount. Date of transfer. 34.09 - - - - -

237 in crore) ` CSR Registration CSR No. CSR00000021 CSR00001800 CSR00000258 CSR00000538 CSR00004731 CSR00001169 CSR00001330 CSR00002703 CSR00003515 CSR00000790 CSR00002913 CSR00000158 CSR00001169 (Amount (11) Mode of Implementation - Implementing Agency Through Name Saath Dhriiti Pratham Vrutti YUVA India Vision FHI PEACE Recity Dharthi Sustainables Pvt Ltd Magic Bus Access Dev Apnalaya Agrani Grassroutes Janvikas Save the India Children Family Health India - (10) Mode of Imple mentation – Direct (Yes/No) No No No No No No No No (9) Amount transferred to Unspent CSR Account for the as project per Section 135(6) ------2.27 4.93 0.22 1.45 0.35 1.88 0.57 0.05 11.72 (8) Amount spent in the current financial Year 2.27 4.93 0.22 1.45 0.35 1.88 0.57 0.05 11.72 (7) Amount allocated for the project (6) Project duration 1 year 3 years 5 years 3 years 3 years years 1.5 1 year 2 years District Jaipur Varanasi, Ahmedabad, Baroda, Mumbai, Palanpur, Pune, Aurangadbad, Hoskote, Mysore, Chitradurga, Hasan Shivpuri, Sheopur and Balaghat, Budaun, Bareilly Kondagaon Bastar, Siddipet Pondicherry Tezpur Jammu, Baddi, Pune, Lucknow, Guwahati, Kolkata, Bhind, Mumbai, Palghar Mumbai Bhind (5) Location of the project. State Delhi NCR, Rajasthan, UP, Gujarat, Maharashtra, Karnataka Madhya Pradesh Uttar Pradesh Chattisgarh Telangana Pondicherry Assam J&K, Himachal Pradesh, Uttar Pradesh, West Bengal, Assam, Madhya Pradesh, Maharashtra Maharashtra Madhya Pradesh (4) Local area (Yes/ No). No No No Yes No Yes No Yes (3) the list of Item from activities in Schedule VII to the Act. Schedule VII (ii) livelihood enhancement projects Schedule VII (i) preventive promoting healthcare Schedule VII (iv) environment sustainability Schedule VII (iv) environment sustainability Schedule VII (iv) environment sustainability Schedule VII (ii) livelihood enhancement projects; (xii) disaster relief Schedule VII(i) preve-ntive promoting healthcare Schedule VII prev- (i) Promoting entive healthcare (x) Rural Development Projects (2) Name of the Project Salon-i EMBED Watershed Management Waste management Carbon Mitigation project Covid19 livelihood recover of Promotion handwashing Community development around factories Total (1) S. No. 1 2 3 4 5 6 7 8 (b) for the financial year: Details of CSR amount spent against ongoing projects

238 in crore) ` CSR registration no. - CSR00002869 CSR00001303 CSR00000402 CSR00004731 CSR00001126 CSR00003592 CSR00001286 CSR00000158 CSR00000060 CSR00001648 CSR00003475 CSR00001950 CSR00002137 CSR00000063 CSR00000549 CSR00002271 (Amount (8) Implementing Mode of Implementation - Through Agency Name - Anant University Jan Sahas Dharthi Sustainables Habitat for Humanity Rubabbai Ameeji Foundation YUVA Mukti Sangathan Stree Foundation Vikalp Akanksha Foundation STCI Anudip Foundation Akhil Bhartiya Marathi Natya Parishad Collective Good Foundation TISS Humsafar Trust Sneha Samarthanam Swasti to Lead Teach Fund PM Cares and Sustainable Environment Ecological Development Society

(7) Mode of Implementation – Direct (Yes/No) Yes No No 8.60 0.20 10.43 (6) Amount spent in the current financial Year District Jammu, Baddi, Bhind, Guwahati, Pondicherry, Karaikal, Mumbai Ghaziabad, Pune, Bangalore, Hyderabad, Ahmedabad, Delhi Wayanad (5) Location of the project State Jammu, Himachal Pradesh, Madhya Pradesh, Sikkim, Pondicherry, Nadu, Tami Maharashtra Gujarat, Uttar Pradesh, Karnataka, Delhi NCR, Telengana Kerala (4) Local area / (Yes No) Yes Yes No (3) the list of Item from activities in Schedule VII to the Act disaster (xii) VII Schedule manage-ment, including and rehabilitat-ion relief, activities reconstru-ction disaster (xii) VII Schedule management, including and rehabilitation relief, activities reconstruction Schedule VII (i) preve- Promoting and ntive healthcare sanitation and making available safe drinking water (2) Name of the Project Covid19 relief and recovery Covid19 relief and recovery Disaster relief to in response Kerala floods (1) S. No. 1 2 3 (c) for the financial year: Details of CSR amount spent against other than ongoing projects

239 in crore) ` CSR registration no. CSR00000402 CSR00001100 CSR00003531 CSR00001071 (Amount (8) Implementing Mode of Implementation - Through Agency Name Habitat for Humanity Institute for Chemical Technology Olympic Gold Quest Asha Sadan Knowledge Mahendra and Young Foundation Public Health Foundation of India

(7) Mode of Implementation – Direct (Yes/No) No No No No No No 0.13 0.40 0.35 0.50 0.20 0.20 21.01 (6) Amount spent in the current financial Year District Barpeta Madhubani Sangli, Badlapur Mumbai Mumbai 34.09 crore ` (5) Location of the project State Assam Bihar Maharashtra Maharashtra Pan-India Maharashtra Pan-India Pan-India 1.36 crore ` (4) Local area / (Yes No) No No No No No No (3) the list of Item from activities in Schedule VII to the Act Schedule VII (i) preve- Promoting and ntive healthcare sanitation and making available safe drinking water Schedule VII (ii) Education Promoting Schedule VII (vii) nationally Promoting sports recognised Schedule VII (i) Eradicating hunger (ii) education Promoting Schedule VII (iv) Ensuring environmental sustainability Schedule VII (i) healthcare Promoting (2) Name of the Project Disaster relief in response to Assam Bihar and Maharashtra floods Green Chemistry of Promotion Sports Support to orphans and destitute in children Mumbai Promoting sustainable development borne Vector disease and control management TOTAL Amount spent in Administrative Overheads – Amount spent on Impact Assessment, if applicable - NA (8b+8c+8d+8e) – amount spent during the Financial Year Total (1) S. No. 4 5 6 7 8 9 (d) (e) (f)

240

NA 5.85 0.19 0.19 28.05 33.90 34.09 Amount in crore) in crore) in Crore) Applicable ` ` ` ( Not – (9) Status of the project –-Completed / Ongoing Completed Completed Ongoing Ongoing (Amount (Amount 0.20 0.13 1.96 0.83 details) Amount remaining to be spent Amount remaining in succeeding financial years Nil (asset-wise (8) Cumulative amount spent at the end of Financial reporting Year year 0.20 0.13 0.22 0.35 financial the in Date of Transfer (7) Amount spent on in the the project Financial reporting Year spent ) 0.20 0.13 2.10 CSR ` through (6) amount Total allocated for the project 2.17 Amount (in

acquired or created (5) duration Project 1 year 1 year ~5 years ~5 years so Amount transferred to any fund specified under Schedule VII Amount transferred as per section 135(6), if any. Name of the Fund Not Applicable asset the to (4) Financial Year in which the was project commenced FY20 FY20 FY2016-17 FY2019-20 relating Ms. Nisaba Godrej Chairperson & Managing Director (Member of the Committee) Amount spent in the reporting Financial Year 5.85 details the furnish asset, Amount transferred to Amount transferred Unspent CSR Account under section 135 (6) 5.85 capital of (3) Name of the Project. to Kerala floods in response Disaster relief to Assam Bihar in response Disaster relief and Maharashtra floods Management Watershed management Waste acquisition or Preceding Financial Preceding Year FY 19-20 (2) ID. Project - - - - creation of S. No. 1 (1) Sl. No. 1 2 3 4 Date of creation or acquisition of the capital asset(s). Date of creation or acquisition of capital asset. Amount of CSR spent for creation Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset) (including complete address or acquired details of the capital asset(s) created Provide case Particular of the company as per section 135(5) of average net profit percent Two financial year Unspent CSR amount for the preceding CSR obligation for the financial year [(i)+(ii)] Total Amount spent during the Financial Year Total Excess amount spent for the financial year [(iv)-(iii)] financial years, if any or activities of the previous or programmes Surplus arising out of the CSR projects in succeeding financial years [(iv)-(iii)] Amount available for set off (a) (b) (d) Excess amount for set off, if any: Excess amount for set off, S. No. (i) (ii) (iii) (iv) (v) (vi) (vii) (g) 10. (a) financial years: three Details of Unspent CSR amount for the preceding (b) financial year(s): of the preceding Details of CSR amount spent in the financial year for ongoing projects 10. In (c) etc. their address Details of the entity or public authority beneficiary under whose name such capital asset is registered, 11. as per section 135(5) – Not Applicable if the company has failed to spend two per cent of average net profit Specify the reason(s), Nadir Godrej Mr. Chairman of the CSR Committee

241 ANNEXURE ‘F’

AS PER THE DISCLOSURE REQUIREMENT SPECIFIED UNDER THE SEBI (SHARE-BASED EMPLOYEE BENEFITS) REGULATIONS, 2014 AND SECTION 62 (1) (B) OF THE COMPANIES ACT, 2013 READ WITH RULE 12 (9) OF THE COMPANIES (SHARE CAPITAL AND DEBENTURES), RULES, 2014, THE FOLLOWING INFORMATION IS DISCLOSED IN RESPECT OF EMPLOYEE STOCK BENEFIT PLANS:

Sr. Particulars Godrej Consumer Products Limited No. Employee Stock Grant Scheme 1 Date of shareholders’ approval for the options granted under March 18, 2011 the scheme 2 Total number of options approved for grants under the 25,00,000 Scheme 3 Vesting requirements As specified by the Nomination and Remuneration Committee, subject to minimum 1 year from the date of grant 4 Exercise price or pricing formula `. 1 per share 5 Maximum term of options granted As may be decided by the Nomination and Remuneration Committee as per the prevalent regulatory provisions 6 Source of shares Direct allotment 7 Variation of terms of options None 8 Number of options outstanding as on April 1, 2021 2,90,133 9 Number of fresh options granted during the year 97,653 10 Number of options lapsed during the year 30,444 11 Number of options vested during the year 1,69,921 12 Number of options exercised during the year 1,69,921 13 Number of shares arising as a result of exercise of options 1,69,921 14 Money realised by exercise of options `1,69,921 15 Number of options outstanding and exercisable at the end of 1,87,421 the year 16 Method used to account for the options The company has calculated the employee compensation cost using the fair value of stock options, in accordance with IND AS 17 Weighted-average exercise prices and weighted-average fair Exercise price: ` 1.00 per share values of options (shall be disclosed separately for options Fair value: ` 652.19 whose exercise price either equals or exceeds or is less than the market price of the stock) 18 Employee-wise details of options granted to — i) Senior Managerial Personnel ii) Any other employee who receives a grant in any one As per Note 1 below year of option amounting to 5 per cent or more of the option granted during that year iii) Identified employees who were granted option, during Nil any one year, equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant 19 Diluted Earnings Per Share (EPS) pursuant to issue of ` 11.19 per share (standalone) shares on exercise of option calculated in accordance with ` 16.83 per share (consolidated) Accounting Standard (AS) 20 ‘EPS’ 20 Description of the method and significant assumptions The fair value of the options granted has been calculated using used during the year to estimate the fair values of options, the Black–Scholes Options pricing formula, and the significant including the following weighted-average information: assumptions made in this regard are as follows: i) Risk-free interest rate 4.12 per cent ii) Expected life 2 years iii) Expected volatility 38.12 per cent iv) Expected dividends 1.20 per cent v) The price of the underlying share in the market ` 666.58 at the time of option grant

242 Note 1: Employee-wise details of options granted to Senior Managerial Personnel and details of options granted more than 5 per cent in 1 year

Name and Designation of Senior Managerial Granted in Granted in Granted in Total Personnel to Whom Stock Options Have Been Fiscal Year Fiscal Year Fiscal Year Outstanding Granted 2018-19 and 2019-20 and 2020-21 and Options Outstanding Outstanding Outstanding as on as on as on as on March 31, 2021 March 31, 2021 March 31, 2021 March 31, 2021 V Srinivasan, Chief Financial Officer and Company 1,755 4047 6001 11,803 Secretary Akhil Chandra, Business Head—ASEAN 2193 5059 7501 14,753 Venkateswara Yadlapalli, Head - R&D 527 1214 1800 3,541 Sunil Kataria, CEO – India & SAARC* 3002 6921 10,261 20,184 Omar Momin, Head - M&A 2633 2024 3000 7,657 Rahul Gama, Head—Human Resources 1475 3400 5041 9,916 Darshan Gandhi, Head—Design 1316 3036 4501 8,853 Anirban Banerjee, Head—Innovation 527 1214 1800 3,541 Jishnu Batabyal, Head—Strategy & Planning 438 1012 3188 4,638

*Option granted was more than 5 per cent of the options granted in 1 year

The above disclosures can also be accessed through the Company website— https://godrejcp.com/investors/annual- reports

ANNEXURE ‘G’ that provided us a reasonable We have examined the books, basis for evaluating the corporate papers, minute books, forms and Form No MR – 3 conducts/statutory compliances and returns filed and other records expressing our opinion thereon. maintained by company for the FOR THE FINANCIAL YEAR financial year ended on March 31, ENDED MARCH 31, 2021 Based on our verification of the 2021 according to the provisions of: Company’s books, papers, minute [Pursuant to Section 204(1) of the books, forms and returns filed and (i) The Companies Act, 2013 Companies Act, 2013 and Rule No. other records maintained by the (the Act) and the rules made 9 of the Companies (Appointment company as well as the information thereunder; and Remuneration of Managerial provided by the Company, its Personnel) Rules, 2014] officers, agents and authorised (ii) The Securities Contracts representatives during the conduct (Regulation) Act, 1956 and the The Members, of secretarial audit, we hereby report rules made thereunder; Godrej Consumer Products Limited that in our opinion, the Company has, during the audit period covering (iii) The Depositories Act, 1996 and We have conducted the secretarial the financial year ended on March the Regulations and Bye-laws audit of the compliance of 31, 2021 complied with the statutory framed thereunder; applicable statutory provisions and provisions listed hereunder and the adherence to good corporate also that the Company has proper (iv) Foreign Exchange practices by Godrej Consumer Board processes and compliance Management Act, 1999 and Products Limited (hereinafter called mechanism in place to the extent, in the rules and regulations made the ‘Company’).The Secretarial the manner reported and subject to thereunder to the extent of Audit was conducted in a manner the reporting made hereinafter: Foreign Direct Investment,

243 Overseas Direct Investment (g) The Securities and b. Legal Metrology Act and rules and External Commercial Exchange Board of India made thereunder. Borrowings; (Delisting of Equity Shares) Regulations, c. Drugs & Cosmetics Act, 1940. (v) The following Regulations and 2009; (Not applicable) Guidelines prescribed under the and We report that, having regard to Securities and Exchange Board the compliance system prevailing in of India Act, 1992 (‘SEBI Act’):- (h) The Securities and the Company and on examination of Exchange Board of India the relevant documents and records (a) The Securities and (Buyback of Securities) in pursuance thereof on test check Exchange Board of India Regulations, 2018; (Not basis, the Company has complied (Substantial Acquisition applicable) with the above laws applicable of Shares and Takeovers) specifically to the Company. Regulations, 2011; We have also examined compliance with the applicable clauses of the We further report that (b) The Securities and following: Exchange Board of India The Board of Directors of the (Prohibition of Insider (i) Secretarial Standards issued Company is duly constituted with Trading) Regulations, by The Institute of Company a proper balance of Executive 2015; Secretaries of India. Directors, Non-Executive Directors and Independent Directors. The (c) The Securities and (ii) The SEBI (Listing Obligations changes in the composition of the Exchange Board of India and Disclosure Requirements) Board of Directors that took place (Issue of Capital and Regulations, 2015 / the Listing during the period under review were Disclosure Requirements) Agreements entered into by carried out in compliance with the Regulations, 2018; the Company with the BSE provisions of the Act. Limited and The National Stock (d) The Securities and Exchange of India Limited. Adequate notice is given to all Exchange Board of India directors to schedule the Board (Share based Employee During the period under review Meetings; the agenda and related Benefit) Regulations, the Company has complied with detailed notes on agenda were 2014; the provisions of the Acts, Rules, sent at least seven days in advance. Regulations, Guidelines, Standards, Further, since all the Board and (e) The Securities and etc. mentioned above except signing committee meetings were held Exchange Board of India of register of contracts, Board virtually, attendance for all the (Issue and Listing of Debt has noted to sign the register of meetings were recorded in the Securities) Regulations, contracts in physical Board meeting minutes itself as physical signatures 2008;(not applicable) to be held in future. could not be obtained. Also, signed minutes could not be circulated to (f) The Securities and The other laws, as informed and the Board members as Board has Exchange Board of certified by the Management of approved to sign the minutes at a India (Registrars to an the Company which are specifically future date. Furthermore, a system Issue and Share Transfer applicable to the Company based on for seeking and obtaining further Agents) Regulations, 1993 their sector/industry are: information and clarifications on the regarding the Companies agenda items before the meeting Act and dealing with a. Insecticide Act, 1968 and rules exists for meaningful participation at clients; (not applicable) made thereunder. the meeting.

244 All the decisions were passed by ‘Annexure A’ 5. Wherever required, we have majority in the meetings of the obtained the management Board and there were no dissenting The Members, representation about the views from the Board members. Godrej Consumer Products Limited compliance of laws, rules and regulations and happening of We further report that there are Our report of even date is to be events etc. adequate systems and processes read along with this letter. in the Company, commensurate 6. The Company is following a with the size and operations of the 1. Maintenance of Statutory system of obtaining reports Company, to monitor and ensure and other records are from various departments compliance with applicable laws, the responsibility of the to ensure compliance with rules, regulations and guidelines. management of the company. applicable laws. The company Our responsibility is to express is following an electronic We further report that during the an opinion on these records compliance management audit period the company has: based on our audit. system for compliance management to ensure 1. Accepted resignation from 2. We have followed the audit compliance with applicable Mr. Vivek Gambhir from the practices and processes as laws, rules, regulations and office of Managing Director were appropriate to obtain guidelines. and CEO of the company and reasonable assurances about appointed Ms. Nisaba Godrej the correctness of the contents 7. The compliance of the as Managing Director. of the records. The verification provisions of Corporate and was done on test basis to other applicable laws, rules, 2. Issued shares on exercise of ensure that correct facts regulations and standards options under the Employee are reflected in records. We is the responsibility of the Stock Grant Scheme. believe that the processes and management. Our examination practices, we followed provide was limited to the verification 3. Acquired balance 25% stake in a reasonable basis for our of procedures on test basis. Canon Chemicals, Kenya. opinion. 8. The Secretarial Audit Report

For A. N. Ramani & Co., 3. We have not verified is neither an assurance as Company Secretaries the correctness and to the future viability of the Unique Code - P2003MH000900 appropriateness of the financial company nor of the efficacy or records and books of Accounts effectiveness with which the Mital Pawar of the company. We have management has conducted Partner relied on the report of the the affairs of the company. ACS - 57478, COP – 23424 Statutory Auditor in respect of For A. N. Ramani & Co., UDIN - A057478C000271087 the same as per the guidance Company Secretaries of the Institute of Company Unique Code - P2003MH000900 Place : Thane Secretaries of India. Date : 11th May, 2021 Mital Pawar 4. In view of lockdown due to Partner Note: This report is to be read with COVID 19, we have conducted ACS - 57478, COP – 23424 our letter of even date which is our audit on the basis of details UDIN A057478C000271087 annexed as Annexure A and forms / documents provided by - an integral part of this report. company through email and/or Place : Thane other digital mode. Date : 11th May, 2021

245 ANNEXURE ‘H’ Management including the We further state that such preparation and maintenance of all compliance is neither an assurance Practising Company Secretary’s relevant supporting records and as to the future viability of the Certificate on Corporate documents. company nor the efficiency or Governance effectiveness with which the PCS Responsibility management has conducted the The Members, Our examination was limited to affairs of the company. Godrej Consumer Products Limited procedures and implementation thereof, adopted by the company Restriction on use We have examined the compliance for ensuring compliance with This certificate is issued solely for of conditions of corporate the conditions of Corporate the purpose of complying with the governance by Godrej Consumer Governance. It is neither an audit aforesaid Regulations and may not Products Limited (‘the company’) nor an expression of opinion on the be suitable any other purpose. to the year ended on March 31st financial statements of the Company. 2021, as stipulated in Regulation For A. N. Ramani & Co., 17 to 27 and clauses (b) to (i) of Opinion Company Secretaries regulation 46(2) and para C, D and In our opinion and to the best of Unique Code - P2003MH000900 E of Schedule V of the Securities our information and according to and Exchange Board of India the explanations given to us and Mital Pawar (Listing Obligations and Disclosure the representations made by the Partner Requirements) Regulation, 2015 Directors and the Management, ACS -57478, COP –23424 (‘Listing Regulation’) we certify that the Company has complied with the conditions of Place : Thane Management Responsibility Corporate Governance as stipulated Date : 11th May, 2021 The Compliance of conditions in above mentioned Listing of Corporate Governance is the Regulations as applicable during the UDIN:- A057478C000271120 responsibility of the Company’s year ended March 31, 2021.

246 Report on Corporate Governance

Company’s Philosophy stakeholders, and considering The Board meets at On Corporate this, it provides objective least once in a quarter and prudent guidance to the to review the Company’s Governance management. Information quarterly performance related to the procedures, and financial results. Corporate governance refers to the composition, committees, and The Board meetings framework of rules and practices several other factors of the are governed with a through which the board of directors Board is provided below. structured agenda. The ensures accountability, fairness, Board periodically reviews and transparency in a company’s A. Board procedures compliance reports with relationship with all its stakeholders. respect to laws and GCPL currently has regulations applicable to The Company is a part of the 124- a 13-member Board, the Company. year young Godrej Group, which has with 7 Independent established a reputation for honesty, Directors who are Before the integrity, and sound governance. Its eminent professionals commencement of philosophy on corporate governance from diverse fields, with the Audit Committee envisages attaining the highest levels expertise in finance, meeting, the of transparency, accountability, and information systems, Independent Directors equity in all facets of its operations marketing, and corporate are given an opportunity and interactions - whether it is with strategy. None of the to have a discussion shareholders, employees, lenders, Independent Directors with Statutory Auditors or the government. The Company is have had any material without the presence committed to achieve and maintain association with the of the management the highest standards of corporate Godrej Group in the past. team. For all major governance. It believes that all its The Board of Directors items, comprehensive actions must serve the underlying also confirms that background information goal of enhancing the overall Independent Directors is provided to the Board stakeholder value over a sustained fulfil conditions specified members to enable them period. in Listing Regulations to take an informed and are independent decision. 1. Board of Directors of management. In line with the accepted best Once a year, the Board Godrej Consumer Products practices, to strengthen members participate in Limited’s (GCPL) corporate the focus and quality a strategy meeting, in governance practices are of discussion at the which they also interact shaped by its Board of Board, GCPL’s Board with the management Directors. The Board is has appointed Ms team of the Company. committed to protect the Ireena Vittal as the lead The Independent long-term interests of all our Independent Director. Directors also have

247 a meeting among held any other the regulations themselves, after which leadership position and legislations of they provide their insights in an organisation, the market/(s) the to the entire Board and leading to significant business operates the management team. experience in in. strategy or business Familiarisation management. Brings — Technology programmes for the the ability to identify Perspective – Independent Directors and assess strategic Has expertise covered topics such as the opportunities with respect to Annual Operating Plan for and threats in the business-specific the fiscal year 2020-21, context of the technologies such performance and financial business. as in the field updates by Chief Financial of research and Officer. The details of the — Industry Expertise– development and same are available on the Has expertise manufacturing. Has website of the Company with respect to experience and and can be accessed the sector the adds perspective through the following organisation on the future-ready link[1] operates in. Has an skills required by the understanding of organisation such as B. Matrix on skill sets the ‘big picture’ in e-commerce, digital, possessed by the Board the given industry and sustainability. of Directors and recognises the development of — People and Talent At GCPL, we recognise industry segments, Understanding the importance of having trends, emerging –Has experience a Board comprising of issues, and in human resource directors who have a opportunities. management such range of experiences, that they bring capabilities, and diverse — Market Expertise in a considered viewpoints. This helps – Has expertise approach to us create an effective with respect to the effective and well-rounded board. the geography management The capabilities and the organisation of people in an experiences sought in operates in. organisation. our Directors are outlined Understands the here: macroeconomic — Governance, environment, Finance, and — Strategy and nuances of the Risk – Has an Business–Is or business, and understanding has been the consumers and of the law and Chief Executive trade in the application Officer (CEO) or geography. Has of corporate Chief Operating the knowledge of governance Officer, or has

[1] https://godrejcp.com/investors/stock-exchange-filings

248 principles in including legal and used for appointing new a commercial regulatory. directors enterprise of a similar scale. — Diversity of The Nomination and Capability to Perspective – Remuneration Committee provide inputs for evaluates the candidature strategic financial Provides diverse of a new director in planning, assess views to the Board line with the Board financial statements, that is valuable Diversity Policy and the and oversee for managing aforementioned skill budgets for the our customers, sets and makes suitable efficient use of consumers, recommendation to the resources. Ability employees, key Board for final approval. to identify key risks stakeholders, and The appointment of all for the business in a shareholders. Directors is also subject wide range of areas to shareholders’ approval. C. Process and criteria

Director Names/Skills Age Appointment Gender Committee Strategy Industry Market Tech and People Governance, Diversity of (Years) Year Membership and Expertise Expertise Future and Talent Finance, Perspective as on March Business Perspective Understanding and Risk 31, 2021 Mr Adi Godrej 79 Nov 2000 M SRC √ √ √ √ Ms Nisaba Godrej 43 May 2011 F CSR, RMC √ √ √ √ √ Mr Jamshyd Godrej 72 Mar 2001 M SRC √ √ √ √ Mr Nadir B. Godrej 70 Nov 2000 M SRC, CSR, √ √ √ √ √ RMC Ms Tanya Dubash 53 May 2011 F CSR √ √ √ √ Mr Pirojsha Godrej 41 Apr 2017 M AC, SRC √ √ √ √ Mr Narendra 73 May 2011 M AC, NRC, √ √ √ √ √ Ambwani CSR, SRC Mr Sumeet Narang 45 Apr 2019 M AC, NRC √ √ √ √ √ Mr Omkar Goswami 65 Jun 2008 M AC, NRC, √ √ √ RMC Mr Aman Mehta 75 Apr 2006 M AC, NRC √ √ √ Ms Ireena Vittal 53 Apr 2013 F AC, NRC √ √ √ √ √ Ms Ndidi Nwuneli 46 Apr 2017 F AC, NRC √ √ √ √ √ Ms Pippa Armerding 53 Jan 2018 F AC, NRC √ √ √ √ √

D. Detailed reasons for resignation of Independent Director, if any No Independent Director resigned before the expiry of his tenure during this financial year.

(i) Composition of the Board The Board composition is as follows:

Number of Category Directors as on March 31, 2021 i) Non-Independent Directors Chairperson & Managing Director 1 Executive Director 1 Non-Executive Promoter Directors 4 Subtotal 6 ii) Independent Directors 7 Total Strength (i + ii) 13

249 (ii) Other relevant details of the Directors as on March 31, 2021

Committee Positions Number of including GCPL Directorships Date of Held in Indian Committee Name of Relationship With Member Shares Original Category Public Limited Committee Directors other Directors (Excluding Held Appointment Companies Chairperson Committee (including ** GCPL)* Chairperson) ** Adi Godrej November Brother of Nadir Godrej Promoter/ 3 2 1 1500# 29, 2000 and Father of Tanya Executive (2) Dubash, Nisaba Godrej, and Pirojsha Godrej Jamshyd March 01, None Promoter/ 5 1 0 0# Godrej 2001 Non- (4) Executive Nadir November Brother of Adi Godrej Promoter/ 8 3 2 63# Godrej 29, 2000 Non- (5) Executive Tanya May 02, 2011 Daughter of Adi Godrej Promoter/ 8 1 0 66# Dubash and Sister of Nisaba Non- (5) Godrej and Pirojsha Executive Godrej Nisaba May 02, 2011 Daughter of Adi Godrej Promoter/ 5 0 0 3,70,087# Godrej and Sister of Tanya Chairperson (4) Dubash and Pirojsha & Managing Godrej Director Pirojsha April 01, 2017 Son of Adi Godrej and Promoter/ 4 3 0 3,70,129# Godrej Brother of Tanya Dubash Non- (3) and Nisaba Godrej Executive Narendra May 02, 2011 None Non- 5 8 1 3,000 Ambwani Executive/ (4) Independent Pippa January 30, None Non- 1 1 0 Nil Armerding 2018 Executive/ (1) Independent Sumeet April 01, 2019 None Non- 1 1 0 Nil Narang Executive/ (1) Independent Omkar June 18, 2008 None Non- 5 6 1 Nil Goswami Executive/ (4) Independent Aman April 26, 2006 None Non- 4 5 2 Nil Mehta Executive/ (4) Independent Ndidi April 01, 2017 None Non- 1 1 0 Nil Nwuneli Executive/ (1) Independent Ireena April 30, 2013 None Non- 3 3 0 Nil Vittal Executive/ (3) Independent

#This shareholding reflects holding in their own name and does not include shares held as one of the trustee of family trusts.

*Does not include directorships in private companies, Section 8 companies, and foreign companies.

**Does not include chairmanship/membership in Board Committees other than the Audit Committee and Shareholders’ Grievance Committee and chairmanship/membership in board committees in companies other than public limited companies registered in India.

Note: Figures in brackets denote directorships in listed companies.

250 (iii) Details of directorship in other listed companies including category of their directorship as on March 31, 2021

Names of Directors Directorship in Other Listed Companies Category of Directorship Adi Godrej 1. Godrej Industries Limited Chairman Jamshyd Godrej 1. Godrej Industries Limited Director 2. Godrej Agrovet Limited Director 3. Godrej Properties Limited Director Nadir Godrej 1. Godrej Industries Limited Managing Director 2. Astec Lifesciences Limited Chairman 3. Godrej Agrovet Limited Chairman 4. Godrej Properties Limited Director Tanya Dubash 1. Godrej Industries Limited Director 2. Godrej Agrovet Limited Director 3. Britannia Industries Ltd Independent Director 4. Escorts Limited Independent Director Nisaba Godrej 1. Godrej Agrovet Limited Director 2. VIP Industries Limited Independent Director 3. Mahindra and Mahindra Limited Independent Director Pirojsha Godrej 1. Godrej Agrovet Limited Director 2. Godrej Properties Limited Chairman Narendra Ambwani 1. Parag Milk Foods Limited Independent Director 2. Agro Tech Foods Limited Independent Director 3. RPG Life Sciences Limited Independent Director Pippa Tubman Armerding NIL - Sumeet Narang NIL - Ndidi Nwuneli NIL - Omkar Goswami 1. Bajaj Finance Limited Independent Director 2. Ambuja Cements Limited Independent Director 3. Bajaj Auto Limited. Independent Director Aman Mehta 1. Wockhardt Limited Independent Director 2. Max Financial Services Limited Independent Director 3. Tata Steel Limited Independent Director Ireena Vittal 1. Housing Development Finance Corporation Independent Director Limited 2. Wipro Limited Independent Director

E. Attendance details at Board/Committee meetings and at the last Annual General Meeting

Nomination Corporate Stakeholders’ Risk AGM Audit and Names of Meetings Board Social Relationship Management August Committee Remuneration Responsibility Committee Committee 4, 2020 Committee Number of Meetings held 5 4 4 2 1 2 1 Attendance of Directors Adi Godrej 5 NA NA NA 1 NA Yes Jamshyd Godrej 5 NA NA NA 1 NA Yes

251 Nomination Corporate Stakeholders’ Risk AGM Audit and Names of Meetings Board Social Relationship Management August Committee Remuneration Responsibility Committee Committee 4, 2020 Committee Nadir Godrej 5 NA NA 2 0 1** Yes Tanya Dubash 5 NA NA 1 NA NA Yes Nisaba Godrej 5 NA NA 2 NA 2 Yes Pirojsha Godrej 5 1# NA NA 1 NA Yes Narendra Ambwani 5 4 4 2 1 NA Yes Pippa Armerding 5 4 4 NA NA NA Yes Sumeet Narang 5 4 4 NA NA NA Yes Omkar Goswami 5 4 4 NA NA 2 Yes Aman Mehta 5 4 4 NA NA NA Yes Ndidi Nwuneli 5 4 4 NA NA NA Yes Ireena Vittal 5 4 4 NA NA NA Yes Vivek Gambhir* 3 NA NA 1 NA NA Yes

Notes:

*Mr Vivek Gambhir ceased to be Director with effect from September 30, 2020.

**Mr Nadir Godrej became member of Risk Management Committee with effect from December 24, 2020.

#Mr Pirojsha Godrej became member of Audit Committee and Stakeholders Relationship Committee with effect from October 1, 2020.

‘NA’ indicates not a member of the committee.

— The maximum gap between any two board meetings did not exceed 120 days during the year.

— Leave of absence was granted to the Directors whenever they could not be present for the Board/ Committee meeting.

— All the meetings were held through video conferencing as permitted by the MCA.

— Board meetings were held on May 13, 2020, June 9, 2020, Aug 4, 2020, Nov 5, 2020 and Feb 8, 2021.

— Audit Committee meetings were held on May 13, 2020, Aug 4, 2020, Nov 5, 2020 and Feb 8, 2021.

— Nomination and Remuneration Committee meetings were held on May 13, 2020, June 9, 2020, Aug 4, 2020 and Feb 8, 2021.

— The Independent Directors meeting was held on May 13, 2020.

— The Stakeholders’ Relationship Committee meeting was held on Nov 5, 2020.

— Risk Management Committee meetings were held on Nov 3, 2020 and March 26, 2021.

— Corporate Social Responsibility Committee meetings were held on May 13, 2020 and Nov 5, 2020.

252 (i) Reappointment of Directors 18 of the SEBI (Listing debates and discussion, and liable to retire by rotation Obligations and Disclosure how each Director leverages Requirements) Regulations, his/ her expertise and networks The Board has four Directors 2015 (‘Listing Regulations’). to meaningfully contribute to whose period of office is The Stakeholders’ Relationship the Company. The Company liable to be determined for Committee formed in also has a Risk Management retirement by rotation, and accordance with Regulation 20 Committee in accordance with of these four directors, one- of the Listing Regulations and Regulation 21 of the Listing third, i.e. one Director, shall Section 178 of the Companies Regulations. retire at the Annual General Act, 2013 inter alia looks Meeting. Thus, Mr Nadir into investor grievances. The GCPL has also formed a Godrej will retire at the ensuing Company has also formed a new Committee called Annual General Meeting of Nomination and Remuneration ‘Sustainability Committee’ the Company and, being Committee in accordance with with effect from April eligible, will be considered Section 178 of the Companies 1, 2021 in order to for reappointment. His brief Act, 2013 and Regulation 19 strengthen oversight and resume is annexed to the of the Listing Regulations, governance of Sustainability notice of the Annual General which looks after the risks, opportunities and Meeting. appointment, remuneration, progress against goals. The and performance evaluation Sustainability Committee F. Committees of the Board of Directors. The criteria for consist of Ms. Nisaba Godrej, performance evaluation of Ms. Tanya Dubash, Mr. Nadir The Company has constituted Independent Directors includes Godrej, Mr. Narendra Ambwani an Audit Committee in skills, experience, level of and Ms. Ndidi Nwuneli as accordance with Section preparedness, attendance, Members. The Committee will 177 of the Companies extent of contribution to board meet at least twice in a year. Act, 2013 and Regulation

Composition of the Committees as on March 31, 2021

Names of Directors Position in the Committee Category Audit Nomination & Stakeholders’ Risk Corporate Committee Remuneration Relationship Management Social Committee Committee Committee Responsibility Committee Adi Godrej Promoter and Executive None None Member None None Jamshyd Godrej Promoter and Non-Executive None None Member None None Nadir Godrej Promoter and Non-Executive None None Chairman Member* Chairman Nisaba Godrej Promoter and Executive None None None Member Member Chairperson Tanya Dubash Promoter and Non-Executive None None None None Member Pirojsha Godrej Promoter and Non-Executive Member# None Member# None None Narendra Ambwani Independent Member Chairman Member None Member Pippa Armerding Independent Member Member None None None Sumeet Narang Independent Member Member None None None Omkar Goswami Independent Member Member None Chairman None Aman Mehta Independent Chairman Member None None None

253 Names of Directors Position in the Committee Category Audit Nomination & Stakeholders’ Risk Corporate Committee Remuneration Relationship Management Social Committee Committee Committee Responsibility Committee Ndidi Nwuneli Independent Member Member None None None Ireena Vittal Independent Member Member None None None Total Strength of the 8 7 5 5 4 Committee Number of Independent 7 7 1 1 1 Directors in the Committee Number of Non- 1 - 4 2 3 Independent Directors in the Committee Members of Senior - - - 2 - Management in the Committee

*Mr Nadir Godrej became member of Risk Management Committee with effect from December 24, 2020.

#Mr Pirojsha Godrej became member of Audit Committee and Stakeholders Relationship Committee with effect from October 1, 2020.

Mr V. Srinivasan, Chief Financial disclosure of its financial (b) Changes, if any, in Officer and Company Secretary, information to ensure that accounting policies is the Secretary of all the Board the financial statement and practices and Committees. He is also the is correct, sufficient, and reasons for the Compliance Officer of the Company credible. same. and is responsible for redressing investor grievances. • Reviewing, with the (c) Major accounting management, the annual entries involving G. Terms of reference of Board financial statements and estimates based Committees auditor’s report thereon on the exercise of before submission to the judgment by the (i) Audit Committee Board for approval, with management. particular reference to: The terms of reference for the (d) Significant Audit Committee includes the (a) Matters required adjustments made matters specified in Section to be included in the financial 177 of the Companies Act, in the Director’s statements arising 2013 as well as Part C of responsibility out of audit Schedule II of the Listing statement to be findings. Regulations such as: included in the Board’s report in (e) Compliance with Financial Statements terms of clause (c) listing and other of subsection (3) of legal requirements • Overseeing the Section 134 of the relating to financial Company’s financial Companies Act, statements. reporting process and 2013.

254 (f) Disclosure of • Statement of deviations: External and Internal Audit any related party transactions. - quarterly statement • Recommendation of deviation(s) for appointment, (g) Modified opinion(s) including the remuneration, and in the draft audit report of the terms of appointment of report. monitoring agency, auditors of the Company. if applicable, • Reviewing, with the submitted to stock • Approval of payment to management, the exchange(s) in statutory auditors for any quarterly financial terms of Regulation other services rendered statements before 32(1) of the Listing by the statutory auditors. submission to the Board Regulations. for approval. • Reviewing of - annual statement management letters/ • Scrutiny of intercorporate of funds utilised for letters of internal control loans and investments. purposes other than weakness issued by the those stated in the statutory auditors. Review of Information offer document/ prospectus/notice in • Reviewing the • Reviewing, with the terms of Regulation appointment, management, the 32(7) of the Listing removal, and terms of statement of uses/ Regulations. remuneration of the chief application of funds internal auditor. raised through an issue, Internal Control such as public, rights, • Reviewing the adequacy or preferential issues; • Reviewing, with the of the internal audit the statement of funds management, the function, if any, utilised for purposes performance of statutory including the structure other than those stated and internal auditors, and of the internal audit in the offer document/ adequacy of the internal department, staffing and prospectus/notice; and control systems. seniority of the official the report submitted by heading the department, the agency monitoring • Evaluation of internal reporting structure the utilisation of proceeds financial controls and risk coverage, and frequency of a public or rights issue management systems. of internal audit. and making appropriate recommendations to the • Reviewing the findings of • Reviewing internal Board to initiate steps in any internal investigations audit reports relating to this matter. by the internal auditors internal control weakness. into matters where there • Reviewing the is suspected fraud or • Discussion with internal management discussion irregularity, or a failure of auditors of any significant and analysis of financial internal control systems findings and follow-up condition and results of of a material nature, and thereon. operations. reporting the matter to the Board.

255 • Discussion with statutory • Reviewing the utilisation • Reviewing on a quarterly auditors before the audit of loans and/or advances basis, the statement of commences, about the from/ investment in the such significant related nature and scope of audit subsidiary exceeding party transactions as as well as post-audit ` 100 crore or 10 per cent may be specified by discussion to ascertain of the asset size of the the Committee and the any area of concern. subsidiary, whichever is details of related party lower, including existing transactions entered into • Reviewing and loans and advances. by the Company pursuant monitoring the auditor’s to each of the omnibus independence and Related Party Transactions approval given. performance, and effectiveness of the audit • Approval or any • Recommending the process. subsequent modification revision in the Policy on of transactions of the Material-Related Party • Periodical discussions Company with related Transactions and on with the auditors parties. dealing with Related about internal control Party Transactions to systems and the scope • Formal approval or align it with the extant of audit including the omnibus approval applicable provisions. observations of the of transactions with auditors and review of related parties or any Compliance the quarterly, half yearly, subsequent modification and annual financial of transactions of the • Looking into the reasons statements before Company with related for substantial defaults submission to the Board. parties including their in the payment to the Overseeing compliance of basis. depositors, debenture internal control systems. holders, shareholders (in • Laying down criteria case of non-payment of Subsidiary Companies for granting omnibus declared dividends), and approval to related party creditors, if any. • The Committee shall transactions. have access to the Audit • Reviewing the Committee minutes of • Satisfy itself of the need effectiveness of the the subsidiary companies. for omnibus approval of system for monitoring related party transactions compliance with laws • Reviewing the financial so that that the approval and regulations and the statements, in particular is in the interest of the results of management’s the investments made by Company. investigation and follow- the subsidiary companies. up (including disciplinary • Granting omnibus action) of any instances of • Recommending the approval for related non- compliance. revision in the Policy for party transactions not determining Material exceeding ` 1 crore per • Reviewing the findings Subsidiaries to align it transaction in a financial of any examinations by with the extant applicable year. regulatory agencies and provisions. any auditor observations.

256 • Reviewing the process for • Instituting and overseeing • Devising a policy on the communicating the Code special investigations as diversity of Board of of Conduct to Company needed. Directors. personnel and for monitoring compliance • Performing any other • Identifying individuals therewith. functions and activities who are qualified to related to this terms of become Directors and • Reviewing compliance reference as requested by who may be appointed with respect to the the Board of Directors. in senior management provisions of Insider in accordance with Trading Regulations at • Performing any other the criteria laid down, least once in a financial functions as required to and recommending to year and verifying that be done by the Audit the Board of Directors the systems for internal Committee as per their appointment and control for compliance the provisions of the removal. with these regulations are Companies Act, 2013, adequate and operating the Listing Regulations, • Deciding whether to effectively. and any other laws or extend or continue the regulations from time to term of appointment • Obtaining regular time. of the Independent updates from the Director on the basis (ii) Nomination and management regarding of the report of Remuneration Committee compliance matters. performance evaluation of Independent Directors. The terms of reference of the Other Responsibilities Nomination and Remuneration • Recommending to the Committee are as follows: • Reviewing the functioning Board, all remuneration, and compliances as in whatever form, payable • Formulation of the regards the Company’s to senior management. criteria for determining Whistle Blower Policy. qualifications, • Administering the positive attributes, • Approval of the Employee Stock Grant and independence appointment of the Scheme of the Company of a Director and Chief Financial Officer and render all such recommendation to after assessing the functions required to the Board of Directors qualifications, experience, be done under the SEBI a policy relating to the and background of the (Share-Based Employee remuneration of the candidate. Benefit) Regulations, Directors, key managerial 2015. personnel, and other • Valuation of undertakings employees. or assets of the • Performing any other Company, wherever it is functions and activities • Formulation of criteria necessary by appointing related to the terms of for the evaluation a Registered Valuer in reference as requested by of performance of terms of Section 247 of the Board of Directors. Independent Directors the Companies Act, 2013. and the Board of Directors.

257 • Performing any reports/statutory notices • Review and manage risks other functions as by the shareholders of relating to cyber security. required to be done the Company. by the Nomination and • Performing any other Remuneration Committee • Performing any other functions and activities as per the provisions of functions and activities related to the terms of the Companies Act, 2013, related to the terms of reference as requested by the Listing Regulations, reference as requested by the Board of Directors. and any other laws or the Board of Directors. regulations from time to • Performing any other time. • Performing any functions required to other functions as be done by the Risk (iii) Stakeholders’ Relationship required to be done Management Committee Committee by the Stakeholders’ as per the provisions of Relationship Committee the Companies Act, 2013, • Resolving the grievances as per the provisions of the Listing Regulations, of the security holders of the Companies Act, 2013, and any other laws or the Company, including the Listing Regulations, regulations from time to complaints relating to and any other laws or time. transfer/transmission regulations from time to (v) Corporate Social of shares, non-receipt time. Responsibility Committee of Annual Report, and non-receipt of declared (iv) Risk Management Committee • Formulate and dividends; issue of new/ recommend to the duplicate certificates; and • The terms of reference Board a Corporate Social general meetings. of the Committee are as Responsibility Policy that follows: shall indicate the activities • Review of measures taken to be undertaken by the for effective exercise • Spearhead the risk company as specified of voting rights by management initiative in Schedule VII of the shareholders. within the Company. Companies Act, 2013.

• Review of adherence to • Review status of actions • Recommend the amount the service standards planned. of expenditure to be adopted by the Company incurred on the activities in respect of various • Review progress and referred above. services being rendered status of mitigation for by the Registrar and the ‘Risks That Matter’. • Monitor the Corporate Share Transfer Agent. Social Responsibility • Set standards for risk Policy of the Company • Review of the various documentation and from time to time; measures and initiatives monitoring. taken by the Company for • Perform any other reducing the quantum of • Improve risk management functions and activities unclaimed dividends and techniques and enhance related to the terms of ensuring timely receipt of awareness. reference as requested by dividend warrants/ annual the Board of Directors.

258 • Perform any other • Review progress against Board of Directors, key functions as required Sustainability goals across Sustainability policies, as to be done by the the company required Corporate Social Responsibility Committee • Review key Sustainability • Performing any other as per the provisions of risks for GCPL, set functions and activities the Companies Act, 2013, standards for monitoring, related to these terms of the Listing Regulations, and sign off mitigation reference as requested by and any other laws or measures the Board of Directors. regulations from time to time. • Frame key long- 2. REMUNERATION POLICY term Sustainability (vi) Sustainability Committee opportunities for GCPL The Remuneration Policy of and align Board of the Company has been • Spearhead GCPL’s overall Directors as required provided in the Board’s Report Sustainability ambition, section of the Annual Report as strategy and long-term • Formulate and Annexure ‘B’. thinking recommend to the

Remuneration to Directors:

Details of the remuneration to Directors are as follows:

Amount (`) crore Names of Directors Sitting Fees Commission Salary, PLVR Company’s Monetary Total on Profits Allowances Contribution Value of and Other to PF Perquisites Benefits Whole-Time Directors Adi Godrej - - 1.38 0.00 0.02 2.58 3.98 Nisaba Godrej - - 0.49 0.00 0.01 0.57 1.07 Vivek Gambhir - - 9.50 0.00 0.16 4.93 14.59 Subtotal - - 11.37 0.00 0.19 8.08 19.64 Non-Executive Directors Jamshyd Godrej 0.05 0.20 - - - - 0.25 Nadir Godrej 0.06 0.20 - - - - 0.26 Tanya Dubash 0.05 0.20 - - - - 0.25 Pirojsha Godrej 0.05 0.20 - - - - 0.25 Narendra Ambwani 0.07 0.35 - - - - 0.42 Pippa Armerding 0.07 0.35 - - - - 0.42 Omkar Goswami 0.07 0.35 - - - - 0.42 Ndidi Nwuneli 0.07 0.35 - - - - 0.42 Aman Mehta 0.07 0.35 - - - - 0.42 Sumeet Narang 0.00 0.00 - - - - 0.00 Ireena Vittal 0.07 0.35 - - - - 0.42 Subtotal 0.63 2.90 0.00 0.00 0.00 0.00 3.53 Total 0.63 2.90 11.37 0.00 0.19 8.08 23.17

259 Notes:

— Mr. Adi Godrej and Ms. Nisaba Godrej drew salary for only one month (basic salary and various elements of flexible compensation). The net salary for this month was remitted to PM Cares fund as desired by them. For the rest of the year, Mr. Adi Godrej and Ms. Nisaba Godrej had voluntarily waived the remuneration receivable (including Performance Linked variable remuneration) due to the grave situation in the country caused by the outbreak of the COVID 19 pandemic and the suspension of business activities due to the lockdown imposed by the Government of India and the likely impact of the same on the Company’s performance. They drew only the perquisites. In case of Mr. Adi Godrej, the monetary value of perquisites includes maintenance of accommodation, car, electricity expenses, perquisite tax borne by the Company and medical insurance premium paid by the Company. In case of Ms. Nisaba Godrej, the monetary value of perquisites includes reimbursement of medical expenses, accommodation, water and electricity perks, car and perquisite tax borne by the Company.

— Mr Vivek Gambhir was the Managing Director & CEO till June 30, 2020 and Whole-time Director till September 30, 2020. He ceased to be a Director thereafter. The salary includes basic salary various elements of flexible compensation, Gratuity paid. The perquisites received by Mr Vivek Gambhir include the perquisite value of stock grants exercised during the financial year.

— The Board of Directors had reappointed Mr Adi Godrej for a further period of 5 years beginning from April 1, 2019 to March 31, 2024. The same was approved by shareholders by postal ballot on March 20, 2019. The office of Mr Adi Godrej is terminable with a notice period of 3 months by either side.

— Ms. Nisaba Godrej was Whole time director designated as Executive Chairperson till June 30, 2020. The Board at its meeting held on June 9, 2020, appointed her as the Managing Director with effect from July 1, 2020 to Sept 30, 2022 upon remuneration by way of salary and other perquisites as may be determined and agreed to between the Board of Directors and Ms. Nisaba Godrej from time to time. This above appointment was approved by the shareholders at the AGM held on August 4, 2020. The Board of Directors at is meeting held on May 11, 2021 approved the appointment of Mr. Sudhir Sitapati as the Managing Director with effect from October 18, 2021 (appointment subject to approval of the members). Accordingly, Ms. Nisaba Godrej will serve as a Whole time Director for the remainder of her term till Sep 30, 2022. She will also be the Executive Chairperson till March 31, 2022.

— The shareholders have authorised the payment of commissions on profits to Non-Executive Directors at a rate not exceeding 1 per cent of net profits of the Company with authority to the Board to determine the manner and proportion in which the amount is distributed among the Non-Executive Directors. The Board has authorised a base commission of ` 20 lakhs per annum to each Non-Executive Director. All the Independent Directors are paid an additional commission linked to their attendance at Audit Committee meetings, Nomination and Remuneration Committee meeting, and Independent Directors’ meeting. In addition, all the Non-Executive Directors are paid sitting fees for attending the meetings of the Board or Committees thereof.

— Mr Sumeet Narang has voluntarily waived the remuneration receivable from the Company.

— All the Independent Directors except Ms Ndidi Nwuneli, Ms Pippa Armerding, and Mr Sumeet Narang were originally appointed in terms of the erstwhile Listing Agreement (refer to the table containing other relevant details of the Directors under Para 1 of Board of Directors for the original date of appointment). After the notification of Companies Act, 2013, these Independent Directors have been appointed for a period of 5 years. Upon completion of the first term, Dr. Omkar Goswami and Ms Ireena Vittal have been reappointed for a second term of five years. Mr. Aman Mehta has been reappointed for the period till August 31, 2021 and Mr. Narendra Ambwani has been reappointed for the period till November 14, 2023.

260 3. Details of Stakeholder Complaints and Stakeholders’ Grievance Committee

Sr. Nature of Complaint/Query Total Total Total Total Complaints No. Complaints Complaints Complaints Complaints Not Resolved Pending at the Received Replied Pending at to the Beginning of During the During the the End of the Satisfaction of the Year Year Year Year Shareholders 1. Non-receipt of dividend Nil 126 126 0 0 Non-receipt of shares lodged 2. Nil 24 24 0 0 for transfer/exchange Non-receipt of the Annual 3. Nil 0 0 0 0 Report 4. Others Nil 0 0 0 0 Total Nil 150 150 0 0

4. GENERAL BODY MEETINGS

A. Annual General Meeting

Details of the last three Annual General Meetings of GCPL are as follows:

Date Time Venue Details of Special Resolutions Passed July 30, 2018 3:00 Godrej One, 1st Floor Auditorium, Pirojshanagar, NIL p.m. Eastern Express Highway, Vikhroli (East), Mumbai-400079 August 1, 2019 1.30 Godrej One, 1st Floor Auditorium, Pirojshanagar, Reappointment of Mr Narendra p.m. Eastern Express Highway, Vikhroli (East), Mumbai-400079 Ambwani, Mr Aman Mehta, Dr. Omkar Goswami, and Ms Ireena Vittal as Independent Directors for a second term of 5 years. August 4, 2020 04:00 Video conferencing NIL p.m.

No postal ballot was conducted during the FY 2020-2021.

5. MEANS OF the Listing Regulations are are posted on the website. The COMMUNICATION posted on the Company’s presentations made to financial website– www.godrejcp. analysts and institutional GCPL sends quarterly com. The quarterly, half investors are shared with the newsletters to the registered yearly, and annual results of Stock Exchanges and uploaded email addresses of the the Company’s performance on the Company’s website. investors. Moreover, all vital are generally published in The same may be accessed information related to the leading English dailies, such through the link given below[2] Company and its performance, as Business Line as well as The Company files its quarterly including quarterly results, in the Marathi newspaper results on the electronic filing press releases, and Lokmat. The Chairperson holds system of the Bombay Stock performance updates/ conference calls/meetings Exchange (BSE) Limited and corporate presentations, and with financial analysts once in National Stock Exchange the information required by a quarter, and their transcripts of India Limited (NSE). The

[2] https://godrejcp.com/investors

261 same are also available on the not registered their email update their email addresses websites of the BSE Limited addresses are requested by writing a letter to the and NSE, namely https:// to do so for receiving Company under the signature www.bseindia.com/ and www. communications from the of the first named shareholder. nseindia.com, respectively. Company. Shareholders who are holding shares in a demat form can Reminders to Investors Shareholders who are holding do so by contacting their shares in a physical form can Depository Participant. Shareholders who have

6. GENERAL SHAREHOLDER INFORMATION

A. Annual General Meeting

Date and Time: Wednesday, August 4, 2021, 4.00 p.m. (IST) Venue: Video Conferencing/ Other audio visual means

B. Financial Calendar

Financial Year: April 1, 2020 to March 31, 2021

C. The Board did not declare any Interim Dividends during Fiscal Year 2020-21, and also has not recommended any final dividend for the fiscal year.

D. Listing

The Company’s shares are listed and traded on the following stock exchanges:

Name and Address of the Stock Exchange Segment Stock/Scrip Code ISIN Number for NSDL/CDSL BSE Limited Equity 532424 Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001 INE102D01028 The National Stock Exchange of India Limited Equity; GODREJCP Exchange Plaza, Bandra Kurla Complex, Bandra Futures and Options (F&O) (East), Mumbai-400051

The applicable listing fees has been paid to the stock exchanges before the due date.

262 E. Market Price Data

The monthly high and low prices of GCPL at the BSE Limited and the NSE in Equity series for the year ended March 31, 2021, are as follows:

BSE NSE Month High Price Low Price High Price Low Price Apr-20 639.35 515.55 639.80 515.35 May-20 639.90 484.05 639.95 484.05 Jun-20 697.15 592.40 697.70 591.25 Jul-20 720.65 663.00 721.70 663.50 Aug-20 716.40 647.40 716.70 647.00 Sep-20 736.25 641.65 736.95 641.00 Oct-20 761.50 661.40 762.00 661.00 Nov-20 719.40 654.05 719.60 653.60 Dec-20 756.95 683.50 756.90 683.10 Jan-21 808.00 731.60 808.35 731.25 Feb-21 773.70 644.00 773.80 676.00 Mar-21 734.45 646.25 734.65 646.15

Source: Websites of the respective stock exchanges Note: High and low are in rupees per traded share

F. GCPL’s Share Price at BSE Versus the Sensex GCPL’s share performance compared with the BSE Sensex for fiscal year 2020-21 is as follows:

GCPL’s Share Price at BSE Versus the Sensex 200 175 150 125 100 75 50 25 0 Jul/20 Jan/21 Jun/20 Oct/20 Apr/20 Sep/20 Feb/21 Dec/20 Mar/21 Aug/20 Nov/20 May/20

GCPL SENSEX Note: Both the BSE Sensex and GCPL share price are indexed to 100 at the beginning of the financial year.

G. Registrar and Share Transfer Agent

Computech Sharecap Limited, 147, M.G. Road, Opp. Jehangir Art Gallery, Mumbai–400001. Tel. No.: 022 22635000/01; Fax: 022 22635005 Email ID: [email protected] Website: www.computechsharecap.com

Note: As per the announcement done on Nov 5, 2020, the Company will be moving to a new Registrar and Share Transfer Agent viz. Link Intime India Private Limited. The transition date has got delayed to restrictions in office attendance due to COVID. The Company will be announcing the transition date as soon as normalcy is restored.

The shareholders are requested to check stock exchange or Company’s website for update on RTA transition before sending any communication to Computech Sharecap Limited.

263 H. Share Transfer from holding the shares The above decision by in physical form; investor SEBI is not applicable In terms of amendments has the option of holding for demat of shares, to Regulation 40 of Listing shares in physical form transmission (i.e. st Regulations w.e.f. 1 April, even after April 01, 2019. transfer of title of 2019, transfer of securities shares by way of in physical form has been 2. Any investor who is inheritance / succession) stopped by SEBI. desirous of transferring and transposition shares (which are held (i.e. re-arrangement SEBI has given the following in physical form) after / interchanging of clarifications: April 01, 2019 can do so the order of name of only after the shares are shareholders) cases. 1. The above decision does dematerialized. not prohibit the investor

I. Distribution of Shareholding

Distribution of shareholding by size class as on March 31, 2021

Number of Shareholders Number of Number of Shares Shareholding % Shareholders % shares held 1-500 1,63,401 88.03% 1,34,56,758 1.32% 501-1,000 11,427 6.16% 79,85,210 0.78% 1,001-2,000 6,503 3.50% 93,97,498 0.92% 2,001-3,000 1,554 0.84% 37,93,509 0.37% 3,001-4,000 726 0.39% 25,66,893 0.25% 4,001-5,000 371 0.20% 16,62,345 0.16% 5,001-10,000 654 0.35% 44,76,560 0.44% 10,001 and above 994 0.54% 97,91,47,500 95.76% Total 1,85,630 100.00% 1,02,24,86,273 100.00%

Distribution of shareholding by ownership as on March 31, 2021:

Shares Held Per Cent of Category (Number) Holding Promoter’s Holding: Promoters 64,64,88,267 63.23% Institutional Investors: Mutual Funds 2,29,10,450 2.24% Banks/Financial Institutions 82,29,003 0.80% Insurance Companies 0 0.00% Foreign Institutional Investors 27,21,17,174 26.61% Others: Private Corporate Bodies 1,55,00,367 1.52% Indian Public 5,31,45,880 5.20% NRI/OCB’s 40,95,132 0.40% Total 1,02,24,86,273 100.00%

264 Shares held (Nos.)

63.23 %

2.24 %

0.80 % 26.61 %

5.60 % 1.52 %

Promoters Mutual Funds Banks/Financial Institutions Foreign Institutional Investors Private Corporate Bodies Indian Public & NRIs

J. Shares Held in Physical and Dematerialised Forms

Breakup of physical and dematerialised shares as on March 31, 2021:

Number of Shares Per Cent Number of Folios Per Cent Physical 81,08,356 0.79 16,589 8.94 Demat 1,01,43,77,917 99.21 1,69,041 91.06 Total 1,02,24,86,273 100.00 1,85,630 100.00

Shares held in the demateralised mode have more liquidity than those held in the physical mode. Therefore, the Company urges shareholders holding shares in the physical form to convert their shareholdings to the demat mode.

K. Outstanding GDRs/ADRs/ GCPL is exposed to commodity Committee of the Company. Warrants/Convertible risks mainly due to imported The Committee periodically Instruments and Their Impact palm oil derivatives. We enter meets and reviews the overall on Equity into fixed price contracts with foreign exchange currency overseas suppliers in order to exposure and enters into GCPL does not have any hedge price volatility. forward contracts to hedge the outstanding GDRs/ADRs/ currency risk. Details of hedged warrants/convertible Regarding commodities that and unhedged positions for instruments. are imported at a contracted foreign currency exposures fixed price, there is a foreign are available in the Notes to L. Commodity Price Risk or exchange currency risk and the Financial Statement of the Foreign Exchange Risk and the mitigation of the same Annual Report Hedging Activities is managed by the FOREX

265 Details of the exposure of the Company to palm oil derivatives are given below:

Exposure in ` % of such exposure hedged through commodity (Purchase orders Exposure in derivatives Commodity Name raised during the Qty Domestic market International Market Total year) OTC Exchange OTC Exchange Palm Oil Derivatives 840.84 crore 1.32 Lac MT Nil Nil Nil Nil Nil

M. Plant Locations

The Company’s plants are located in the following states:

Names of States /Union Territory Location of Plants SICOP Industrial Estate-Kathua, Hatli Moth-Kathua, Industrial Area Phase III Lane Jammu & Kashmir 2, Bari Brahmana- Distt Sambha Himachal Pradesh Thana-Baddi, Katha-Baddi Sikkim Mamring, South Sikkim Kalapahar-Guwahati, Lalung gaon-lokhra, Brahamputra industrial park-village silla, Assam Sarusajai-lokhra Meghalaya Byrnihat, Rebhoi District Madhya Pradesh Malanpur Industrial Area, District Bhind Kattukuppam-Manpet Post, Nallur Village-Mannadipet Commune, Nedungadu Pondicherry Commune-Karaikal, Thirunallar Commune-Karaikal Tamil Nadu Maraimalai nagar-Kanjipuram District

Shareholders are expected N. Address for Correspondence O. List of Credit Ratings to update any change in their relating to queries of GCPL Obtained during the Year shares residential addresses with our

RTA to avoid non-receipt of During the year, rating Shareholders can contact dividends, annual reports, etc. agencies have reaffirmed the us at our Registered Office: You can download the form following existing credit ratings [3] Godrej Consumer Products through the link given below of the Company. Limited, 4th Floor, Godrej One, and submit it with our RTA.

Pirojshanagar, Eastern Express [ICRA] A1+ (pronounced as Highway, Vikhroli (East), Since, the Company has ICRA A one plus) for ` 750 Mumbai-400079 announced RTA change but crore Commercial paper transition is yet to be effected

Tel. No.: 022 25188010/20/30 as on the date of this Report. Crisil A1+ for ` 750 crore Fax No.: 022 25188040; Email Hence, the shareholders are Commercial paper requested to check stock

ID: investor.relations@ exchange or Company’s Long-term rating at [ICRA] AA+ godrejcp.com website to know the address (pronounced as ICRA double A of RTA for sending any plus) for unsecured fund-based Website: www.godrejcp.com communication to Registrar and non-fund-based facilities and Share Transfer Agent. and short-term rating at [ICRA] CIN: A1+ (pronounced as ICRA A L24246MH2000PLC129806 one plus) aggregating to `1800 crore.

[3] https://godrejcp.com/investors/investors-faqs

266 Long-term rating at [ICRA] AA+ electronic credit. Attention of members is (pronounced as ICRA double drawn to disclosures of A plus) for secured fund-based Q. Consolidation of Shares under transactions with related and non-fund-based facilities One Folio parties, as set out in and short-term rating at [ICRA] Notes to Accounts. A1+ (pronounced as ICRA A The Company urges one plus) aggregating to ` 200 shareholders holding shares B. Details of Non- crore. of GCPL under different folios Compliance to consolidate the shares P. Electronic Credit of Dividend under one folio. This would There has not been substantially reduce paperwork any non- compliance of The Company encourages and transaction costs and mandatory requirements, the shareholders to opt for benefit the shareholders and expected of the electronic credit of dividends. the Company. Shareholders Company. No penalties or The system is administered by can do so by writing to the strictures were imposed the RBI, which ensures faster registrar with details on folio on the Company by the credit of dividends as dividends numbers, order of names, stock exchanges, SEBI, are directly credited in the shares held under each folio, or any statutory authority electronic form to the bank and the folio under which for matters related to accounts of the shareholder. all shareholdings should be capital markets during Moreover, by availing this consolidated. Share certificates the last 3 years. facility, shareholders avoid need not be sent. the risk of loss of dividend C. Vigil Mechanism/ Whistle warrants in transit or fraudulent 7. OTHER DISCLOSURES Blower Policy encashment. Shareholders holding shares in the physical A. Materially Significant With a view to establish a form and who have not opted Related Party mechanism for protecting for the aforementioned system Transactions That May employees reporting may download the form Potentially Conflict with unethical behaviour, [4] from the link given below . the Company’s Interest frauds, or violation of Shareholders holding shares in the Company’s Code of During fiscal year the demat form are requested Conduct, the Board of 2020-21, there were no to provide details to NSDL/ Directors have adopted a materially significant CDSL through their respective Whistle Blower Policy. No related party transactions; depository participants. person has been denied that is, transactions access to the Audit It may be noted that if the of the Company of Committee. shareholders holding shares material nature with bodies including its in the demat form provide D. Web Link for Policies the details directly to the subsidiaries, promoters, Company, the Company will directors, management, The Whistle Blower Policy, not be able to act on the same, and relatives, which may the Policy for determining and consequently dividends have potential conflict Material Subsidiaries, cannot be remitted through with the interests of and the Policy on dealing the Company at large. with Related Party

[4] https://godrejcp.com/investors/investors-faqs

267 Transactions are available under Regulation 32 (7A) the unclaimed shares into on the link given below[5] during this financial year. a demat account, namely the ‘Unclaimed Suspense E. Utilisation of Funds F. Unclaimed Suspense Account’. As and when an Account allottee approaches the There were no funds Company, after proper raised through In compliance with the verification, the shares are preferential allotment Listing Regulations, your credited into the demat or qualified institutions’ Company has transferred account of the allottee. placement as specified

No. of Number of Particulars Shareholders Shares

Aggregate number of shareholders and the outstanding shares lying in the Unclaimed 1,521 871,344 Suspense Account at the beginning of the year (April 1, 2020) Number of shareholders and aggregate shares transferred to the Unclaimed Suspense Account during the year on account of unclaimed share certificates pertaining to the bonus 0 0 issue Number of shareholders who approached the issuer for transfer of shares from the 8 6915 Unclaimed Suspense Account during the year and aggregate shares transferred Number of shareholders to whom shares were transferred from the Unclaimed Suspense 0 0 Account during the year and the aggregate shares transferred Number of shareholders to whose shares were transferred from the Unclaimed Suspense 8 6915 Account to the IEPF Account during the year and the aggregate shares transferred Aggregate number of shareholders and the outstanding shares lying in the Unclaimed 1,513 864,429 Suspense Account at the end of the year (March 31, 2021)

G. Certificate from Practicing appointed or continuing as Details of total fees for all Company Secretary on Directors of the Companies the services paid by the Director’s Eligibility by the SEBI, Ministry of Company and its subsidiaries, Corporate Affairs, or any such on a consolidated basis, to The Company has received other statutory authority. The the statutory auditor and a certificate from a company certificate is enclosed with this all entities in network firms/ secretary in practice stating section as Annexure A. network entity of which the that none of the Directors on statutory auditor is a part are the Board of the Company H. Details of Total Fees Paid to as follows: have been debarred or Statutory Auditors disqualified from being

Amount ` crore Type of Services 2020-21 2019-20 Audit Fees 6.75 8.17 Tax Fees 0.20 0.29 Others 0.45 0.23 Total 7.40 8.69

[5] https://godrejcp.com/sustainability/codes-and-policies

268 I. Disclosures in Relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013: Received during Disposed during Pending at the Financial year Financial year end of Financial 2020-21 2020-21 year 2020-21 Number of Complaints 0 0 0

J. Details of Compliance with Regulations, the practicing website www.godrejcp.com Corporate Governance Company Secretary’s certificate Requirements regarding the compliance All the Board Members and of conditions of corporate senior management personnel The Company has complied governance is attached to the have affirmed their compliance with the requirements Board’s Report. with the said Code of Conduct specified in Regulations 17 to for the year ended March 31, 27 and clause (b) to (i) of sub DECLARATION BY THE 2021. regulation (2) of Regulation 46 MANAGING DIRECTOR of the Listing Regulations. For Godrej Consumer Products Ltd. I, Nisaba Godrej, Chairperson K. Recommendation by the & Managing Director of sd/- Board Committees Godrej Consumer Products Nisaba Godrej Limited (GCPL), hereby confirm Chairperson and Managing There have been no instances pursuant to SEBI (Listing Director of rejection by the Board for Obligations and Disclosure Mumbai, May 11, 2021 any recommendations by the Requirements) Regulations, Board Committees during this 2015, that financial year. The Board of Directors 8. PRACTICING COMPANY of GCPL has laid down a SECRETARY’S CERTIFICATE Code of Conduct for all the ON CORPORATE Board members and senior GOVERNANCE management of the Company. The said Code of Conduct As stipulated in Para E of has also been posted on the Schedule V of the Listing Investors page of the Company

269 ANNEXURE A: I/We have examined the relevant Requirements) Regulations, 2015. registers, records, forms, returns, and disclosures received from the In our opinion, to the best of our CERTIFICATE OF NON- Directors of Godrej Consumer knowledge, and according to the DISQUALIFICATION OF Products Limited having CIN - verifications (including Directors DIRECTORS L24246MH2000PLC129806 and Identification Number (DIN)

(Pursuant to Regulation 34(3) and having a registered office at status at the portal www.mca.gov. Schedule V Para C clause (10)(i) of Godrej One, Pirojshanagar, Eastern in) as considered necessary and the SEBI (Listing Obligations and Express Highway, Vikhroli (East), explanations furnished to us by the Disclosure Requirements) Mumbai-400079 (hereinafter referred Company and its officers, we hereby Regulations, 2015) to as ‘the Company’), produced certify that none of the Directors before us (including soft copies in on the Board of the Company as

To, some cases due to lockdown) by the stated below for the financial year The Members of Company for the purpose of issuing ending on March 31, 2021 have been Godrej Consumer Products Limited this certificate in accordance with debarred or disqualified from being 4th Floor, Godrej One, Pirojshanagar, Regulation 34(3) read with Schedule appointed or continuing as Directors Eastern Express Highway, Vikhroli V Para C Subclause 10(i) of the of companies by the Securities and (East), Mumbai-400079 Securities Exchange Board of India Exchange Board of India, Ministry of (Listing Obligations and Disclosure Corporate Affairs, or any such other statutory authority.

Sr. Names of Directors DIN Date of Appointment in No. Company 1 Adi Barjorji Godrej 00065964 November 29, 2000 2 Tanya Arvind Dubash 00026028 May 2, 2011 3 Nadir Burjor Godrej 00066195 November 29, 2000 4 Jamshyd Naoroji Godrej 00076250 March 1, 2001 5 Pirojsha Adi Godrej 00432983 April 1, 2017 6 Nisaba Adi Godrej 00591503 May 2, 2011 7 Narendra Kumar Anand Ambwani 00236658 May 2, 2011 8 Sumeet Subhash Narang 01874599 April 1, 2019 9 Aman Mehta 00009364 April 26, 2006 10 Omkar Goswami 00004258 June 18, 2008 11 Ireena Vittal 05195656 April 30, 2013 12 Ndidi Okonkwo Nwuneli 07738574 April 1, 2017 13 Pippa Fametta Tubman Amerding 08054033 January 30, 2018

Ensuring the eligibility for the neither an assurance as to the future For A. N. Ramani & Co., appointment/continuity of every viability of the Company nor of the Company Secretaries Director on the Board is the efficiency or effectiveness with which UNIQUE CODE-P2003MH000900 responsibility of the management of the management has conducted the Mital Pawar the Company. Our responsibility is to affairs of the Company. Partner express an opinion on these based ACS-57478, COP-23424 on our verification. This certificate is Date : 11th May, 2021 Place : Thane

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