Board’s Report

Dear Members, 1. Results of Our subsidiaries in various Operations geographies is given separately Your Directors, with great pleasure, in the Board’s Report. present the Annual and Integrated The financial performance of The shareholders may also refer Report for the year ended March 31, your Company for the fiscal to the Management Discussion 2020. year under review is given and Analysis section that gives below. more details on the functioning An overview of the of the Company. performance of the Company’s

` (Crore)

Financials: Abridged Profit and Loss Statement Consolidated Standalone

March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019

Total revenue from operations 9,910.80 10,314.34 5,474.45 5,679.31

Other income 112.30 108.76 91.26 94.45

Total income 10,023.10 10,423.10 5,565.71 5,773.76

Total expenses, including depreciation and 8,182.46 8,590.96 4,166.08 4,300.68 finance costs

Profit/loss before exceptional items, share of 1,840.64 1,832.14 1,399.63 1,473.08 profit of equity accounted investees, and tax

Exceptional items (81.05) 252.56 - -

Share of profit of equity accounted investees 0.81 0.63 - - (net of income tax)

Profit/loss before tax 1,760.40 2,085.33 1,399.63 1,473.08

Tax expense 263.82 (256.20) 219.74 (281.90)

Profit/loss after tax 1,496.58 2,341.53 1,179.89 1,754.98

Other comprehensive income 223.20 138.51 (0.97) (0.17)

Total comprehensive income attributable to 1,719.78 2,480.04 1,178.92 1,754.81 owners of the Company

168 2. Appropriation

Your Directors recommend appropriation as given below:

Appropriation Fiscal Year Fiscal Year 2019-20 2018-19

` (Crore) ` (Crore)

Surplus at the beginning of the year 3,258.64 2,982.46

Less: Transition impact of lease as per IND AS 116 (net of tax) 1.20 -

Restated balance at the beginning of the year 3,257.44 2,982.46

Add: Net profit for the year 1,179.89 1,754.98

Less: Remeasurements of defined benefit plans (net of tax) 0.97 0.17

Available for Appropriation 4,436.36 4,737.27

Less: Interim dividends 817.82 1,226.52

Less: Tax on distributed profits 168.11 252.11

Surplus Carried Forward 3,450.43 3,258.64

3. Dividend

A. Dividend Declared During the fiscal year 2019-20, the following interim dividends were declared on shares of face value of ` 1 each:

Declared at the Board Meeting Dated Dividend Rate Per Record Date Share on Shares of Face Value of `1 Each

May 3, 2019 2 May 13, 2019

August 1, 2019 2 August 9, 2019

November 6, 2019 2 November 15, 2019

January 29, 2020 2 February 6, 2020

B. Dividend Distribution Regulations), which Policy 4. COVID-19 requires the top 500 The Board of Directors listed companies (by adopted the Dividend The novel coronavirus outbreak market capitalisation) Distribution Policy in the last quarter of fiscal year to formulate the same. pursuant to the 2020 has significantly affected The Company’s Dividend Securities and Exchange the consumer goods industry Distribution Policy may Board of (Listing across the globe. We at Godrej also be accessed through Obligations and Consumer Products Limited the following link [1]. Disclosure Requirements) (GCPL), have been working Regulations, 2015 (Listing on a safety first principle,

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

169 ensuring that our employees From a risk management for reappointment for another and business partners are perspective, we are monitoring term. The Board places on safe, and taking all necessary and acting against the record its sincere appreciation precautions to control the outbreak in line with our of the contribution made by spread of Coronavirus. In view internal crisis management Mr Doshi during his tenure on of the lockdown in many of plan, which is overseen by the Board. Ms Ireena Vittal was the States/Union Territories the Risk Committee. More appointed to act as the Lead across India, operations in many details regarding our response Independent Director in place of the Company’s locations is available in the ‘Risks and of Mr Bharat Doshi. (manufacturing, warehouses, Opportunities’ section and offices, etc.) had to be scaled in the message from our After the end of the financial down or shut down from the Executive Chairperson. year, Mr Vivek Gambhir second half of March 2020. tendered his resignation as The operations at several of 5. Board of Directors Managing Director of the the overseas locations were A. Number of Meetings Company with effect from the also shut down/scaled down close of business hours of June over various periods and are Four Board meetings were 30, 2020 for personal reasons. being operated as per the local held during the year. The His resignation was accepted guidelines complying with the details of the meetings and by the Board of Directors at required social distancing and the attendance record of the their meeting held on June 9, high hygiene standards. While Directors are given in the 2020. The Board has requested this has adversely impacted the Corporate Governance section Mr Vivek Gambhir to continue sales performance in various of the Annual Report. as a Whole-time Director up to geographies, we continue to September 30, 2020. The Board closely monitor the situation B. Changes in the Board of members place on record their and take appropriate action, Directors sincere appreciation for as necessary to scale up Mr Gambhir’s contributions to At the Board meeting held on operations, in due compliance the Company’s growth during January 29, 2019, Mr Sumeet with the applicable regulations. his tenure as the Managing Narang was appointed as an As per our current assessment, Director. Independent Director with other than the impairment effect from April 1, 2019, for recorded in the financial At the meeting held on June a period of 5 years, and the statements, no significant 9, 2020, the Board approved shareholders approved his impact on carrying amounts of the appointment of Ms Nisaba appointment through postal inventories, goodwill, intangible Godrej as the Managing ballot held on March 20, 2019. assets, trade receivables, Director of the Company, In the opinion of the Board of investments and other financial subject to approval of the Directors, he possesses the assets is expected, and we shareholders at the Annual requisite integrity, expertise, continue to monitor changes General Meeting (AGM). and experience to guide the in future economic conditions. The Board of Directors also Company’s growth strategy. The eventual outcome of the requested her to continue impact of the global health as the Chairperson of the Mr Bharat Doshi’s tenure of 5 pandemic may be different Board till March 31, 2022 and years ended on September 25, from those estimated as on the accordingly, designated her as 2019, and he had expressed date of approval of the financial the Chairperson and Managing his desire to not offer himself statements. Director.

170 In the forthcoming AGM, Mr the Companies (Appointment is attached as Annexure ‘A’. Pirojsha Godrej and Ms Tanya and Qualification of Directors) The criteria for determining Dubash will retire by rotation, Fifth Amendment Rules, qualification, positive attributes, and being eligible, they will be 2019, and accordingly, every and independence of Directors considered for reappointment. individual appointed/to be are as per the Board Diversity appointed as an Independent Policy, Listing Regulations, and C. Audit Committee of the Board Director is required to enrol the Companies Act, 2013. of Directors his/her name for inclusion in the ‘Independent Director’s H. Remuneration Policy Your Company has an Audit Data Bank’ to be maintained Committee in compliance with by the Indian Institute of The Company’s Remuneration Section 177 of the Companies Corporate Affairs, Manesar. Policy for Directors, Key Act, 2013 and Regulation 18 All the Independent Directors Managerial Personnel (KMP), of Listing Regulations. The of your Company have and other employees is Committee consists entirely of successfully registered their attached as Annexure ‘B’. the Independent Directors, viz., names for inclusion in the said The Company’s total rewards Mr Aman Mehta, Chairman of ‘Independent Director’s Data framework aims at holistically the Committee, and, Bank’. using elements such as fixed Mr Narendra Ambwani, and variable compensation, Dr Omkar Goswami, F. Familiarisation Programmes long-term incentives, benefits Ms Ireena Vittal, Ms Ndidi and perquisites, and non- Nwuneli, Ms Pippa Armerding, Several familiarisation compensation elements Mr Sumeet Narang, all being programmes for the (career development, work–life members of the Committee. Independent Directors were balance, and recognition). The conducted during the year, Non-Executive Directors receive D. Declaration from Independent covering topics such as the sitting fees and commission in Directors Annual Operating Plan for the accordance with the provisions fiscal year 2019-20, update of the Companies Act, 2013. All the Independent Directors on key amendments to the have given their declaration SEBI Listing Regulations, I. Remuneration to Directors confirming that they meet the and actionables for the criteria of independence as Company arising out of the The remuneration of Directors prescribed under the provisions amendments. Additionally, is in accordance with the of the Companies Act, 2013 at all the Board meetings, Remuneration Policy formulated and the Listing Regulations, and detailed presentations covering in accordance with various rules the same has been noted by business performance and and regulations for the time the Board of Directors. financial updates were made. being in force. The disclosure The number of hours of the on the details of remuneration E. Enrolment of Directors in familiarisation programmes to Directors and other Independent Directors Data conducted may be accessed employees pursuant to Section Bank through the following link[2]. 197 read with Rule 5(1) of the Companies (Appointment and The Ministry of Corporate G. Board Diversity Policy Remuneration of Managerial Affairs (MCA) vide its Personnel) Rules, 2014 is given notification dated October 22, The Company has in place a under Annexure ‘C’. The 2019, has amended Rule 6 of Board Diversity Policy, which information required under

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

171 Rule 5(2) and Rule 5(3) of the Each Board Member The following reports were Companies (Appointment and completed a confidential created as part of the Remuneration of Managerial online questionnaire, sharing evaluation: Personnel) Rules, 2014 is not vital feedback on how the being sent along with this Board currently operates and • Board Feedback Report report. Members interested in how its effectiveness could obtaining these particulars may be improved. This survey • Individual Board Member request the same by sending included four sections on the Feedback Report an email to the Company at basis of which feedback and • Chairperson’s Feedback investor.relations@godrejcp. suggestions were compiled: Report com from their registered email ID, quoting their name and • Board Processes The overall Board Feedback Folio No. • Individual Committees was facilitated by Ms Ireena Mr , Chairman Vittal with the Independent Emeritus; Ms Nisaba Godrej, • Individual Board Members Directors. The Directors put Executive Chairperson; and forth their views regarding Mr Vivek Gambhir, Managing • Chairperson the Board functioning Director and CEO, receive effectively and identified remuneration from your The criteria for Board processes areas that showed scope for Company. included Board composition, improvement. Feedback from strategic orientation and team the Committees and Individual J. Performance Evaluation of dynamics. Evaluation of each Board Members was shared the Board of Directors, its of the Board Committees with the Chairperson. Following Individual Members, and its covered whether they have her evaluation, a Chairperson’s Committees well-defined objectives and Feedback Report was compiled. the correct composition, and We conducted a formal Board whether they achieved their K. Directors’ Responsibility effectiveness review, as part objectives. The criteria for Statement of our efforts to evaluate the Individual Board Members performance of our Board included skills, experience, level Pursuant to the provisions and identify areas that need of preparedness, attendance, contained in Section 134 (5) improvement in order to extent of contribution to Board of the Companies Act, 2013, enhance the effectiveness of debates and discussion, and your Directors, based on the the Board, its Committees, and how each Director leveraged representation received from Individual Directors. This was their expertise and networks the Operating Management, in line with the requirements to meaningfully contribute to and after due inquiry, confirm of the Companies Act, 2013 the Company. The criteria for the following points: and the Listing Regulations. the Chairperson’s evaluation The Corporate HR team of included leadership style and a) In the preparation of Godrej Industries Limited and conduct of Board meetings. The annual accounts, the Associate Companies worked performance evaluation criteria applicable accounting directly with the Chairperson for Independent Directors standards have been and the Nomination and included a check on their followed and no material Remuneration Committee fulfilment of the independence departures have been of the Board to design and criteria and their independence made from the same. execute this process. It was from the management. later adopted by the Board.

172 b) They have selected such 6. Transfer to Investor unpaid and unclaimed amounts accounting policies and Education and lying with the Company as applied them consistently March 31, 2020 will be available and made judgements Protection Fund on the same link within 60 days and estimates that are (IEPF) of the AGM.

reasonable and prudent so In accordance with the as to give a true and fair applicable provisions of the 7. Finance view of the state of affairs Companies Act, 2013 read of the Company at the end with Investor Education and A. Loans, Guarantees, and of the fiscal year and of Protection Fund (Accounting, Investments the profit of the Company Audit, Transfer, and Refund) The details of loans, for that period. Rules, 2016 (IEPF Rules), guarantees, and investments as required by the provisions of c) They have taken proper all unclaimed dividends are Section 186 of the Companies and sufficient care for required to be transferred Act, 2013 and the rules made the maintenance of by the Company to the IEPF thereunder are set out in adequate accounting after completion of 7 years. the Notes to the Standalone records in accordance Further, according to IEPF Financial Statements of the with the provisions of Rules, the shares on which Company. the Companies Act, 2013 dividend has not been claimed for safeguarding the by the shareholders for 7 assets of the Company consecutive years or more shall B. Related Party Transactions and for preventing and be transferred to the demat In compliance with the Listing detecting fraud and other account of the IEPF authority. Regulations, the Company has ` irregularities. Accordingly, 1,07,15,412 of a Policy for Transactions with unpaid/unclaimed dividends Related Parties (RPT Policy). d) They have prepared the were transferred during the During the year, the Company annual accounts on a financial year 2019-20 to IEPF. has revised its Policy on dealing going concern basis. with Materiality of Related Party The Company has appointed Transactions, in accordance e) They have laid down a Nodal Officer under the with the amendments to internal financial controls provisions of IEPF Regulations, the applicable provisions of to be followed by the the details of which are the Listing Regulations. The Company, and such available on the Company RPT Policy is available on the internal financial controls website and can be accessed Company website and can be are adequate and through the following link[3]. accessed through the following operating effectively. link[5]. The Company has uploaded the f) They have devised a details of unpaid and unclaimed proper system to ensure Apart from the Related Party amounts lying with the compliance with the Transactions in the ordinary Company as on March 31, 2019 provisions of all applicable course of business and on on the Company website, which laws, and this system is arm’s length basis, the details can be accessed through the adequate and operating of which are given in the following link[4]. The details of effectively. Notes to Financial Statements,

[3] https://godrejcp.com/investors [4] https://godrejcp.com/investors/unclaimed-dividend [5] https://godrejcp.com/sustainability/codes-and-policies

173 no other related party During the year, Godrej Africa in constant currency terms, transactions require disclosure Holdings Limited, a wholly continuing strong momentum in the Board’s Report for owned subsidiary of your from the previous year with a complying with Section 134(3) Company acquired additional 2-year CAGR of 10 per cent. (h) of the Companies Act, 2013. 5 per cent stake in the Darling Our growth this year was led Therefore, the disclosure of Group Holding Company, by HIT and Mitu. HIT continued Related Party Transactions as namely Godrej West Africa a strong share momentum, required under Section 134(3)(h) Holdings Limited, which is a backed by at-scale media of the Companies Act, 2013 in 100 per cent holding Company investments, break-the-clutter Form AOC-2 is not applicable. of Subinite (Pty) Limited and communication, and strategic Weave Mozambique LDA. Post trade spends. We continued 8. Subsidiaries, this acquisition, the total stake the strong momentum on of your Company in Godrej innovation—we had 8 launches Associates and Joint West Africa Holdings Limited this year, all aimed at category Venture increased from 90 per cent to development and with strong 95 per cent. product differentiation. In During the year, the following household insecticides, we companies ceased to be the Similarly, Godrej Mauritius strengthened our foray into subsidiaries of your Company: Africa Holdings Limited, a other pests by launching Roach wholly owned subsidiary Gel, a DIY solution with an • Godrej Household of your Company acquired impact similar to professional Insecticide Nigeria additional 5 per cent stake in pest services and a mechanical Limited on account of its the Darling Trading Company rat trap, a first-to-market non- dissolution with effect Mauritius Limited which is a invasive rat trap. In air care, from March 19, 2020 100 per cent holding Company we launched “Minimatic”, a of premium fragrancing solution • Godrej Consumer Products International FZCO. Post this for smaller spaces at an Malaysia Limited on acquisition, the total stake affordable price and renovated account of its dissolution of your Company in Darling our fragrance portfolio by with effect from October Trading Company Mauritius launching strongly differentiated 7, 2019 Limited increased from 90 per fragrances. We bolstered our cent to 95 per cent. play in the functional air care Post the completion of financial space by launching Stella year 2019-20, the following A. Report on the Performance of Fabric Spray and Disinfectant companies ceased to be the Subsidiaries and Associates to create the category for subsidiaries of the Company: fabric disinfection, increasingly The brief details of the cluster- • Godrej Hair Care Nigeria relevant in the post-COVID new wise performance is given Limited on account of its normal. Q4 was challenging below: dissolution with effect due to COVID. We responded from April 15, 2020 with unprecedented agility by Indonesia launching “Saniter”, a hygiene brand from scratch in record • Godrej Hair Weave Nigeria Our Indonesia business posted 30 days. We also launched a Limited on account of its a strong performance in the no-ammonia hair colour bleach dissolution with effect fiscal year 2019-20, growing solution, a first ever to the from April 24, 2020 the top line by 8 per cent

174 market, to gain share in the in constant currency terms. Our Chile business, however, fast-growing fashion colouring Our margins expanded due to faced challenges due to space. We backed all our new trade spend and fixed overhead continued competitive intensity products with strong media and rationalisation. Despite a and political unrest, resulting trade investments and made challenging year, we focused on in share loss. As a result, our strong inroads in strengthening strengthening the fundamentals top line declined 1 per cent in our channel fundamentals in for future. We established a constant currency terms with both Modern Trade & General braid portfolio across markets further erosion in margins, Trade. to address key portfolio gaps, driven by increased trade which enabled share gain. spends to counter competition We also continued our focus We also accelerated our fast and working capital on cost savings through direct fashion model that delivered requirements. cost and fixed overhead strong innovation rates on Looking ahead, we will continue optimisation to enable strong non-braids across markets. We focusing disproportionately investments in brand and strengthened our category on margin improvement and channel building. Our margins leadership by strengthening working capital management to expanded this fiscal, with our back end on technical and strengthen our Latin America the bottom line growing well consumer understanding. Going businesses. ahead of the top line. We forward, our focus would be to continue to focus sharply on continue improving margins, B. Policy on Material Subsidiaries category development with strengthening our portfolio by breakthrough innovation, addressing whitespaces in dry In compliance with the strong brand building, and hair, accelerating Wet Hair and Listing Regulations, the driving balanced growth across FMCG in the post-COVID new Board has adopted a policy our portfolio. normal, and strengthening GTM. for determining material subsidiaries. This policy is Africa, Middle East and USA Latin America available on the Company website and can be accessed The fiscal year 2020 continued Our Argentina business through the following link[6]. to be challenging for our Africa, recovered strongly this Middle East, and US business year despite continued C. Financial Performance cluster. The overall business macroeconomic challenges. top line declined 1 per cent The business grew 67 per cent A statement containing the in constant currency terms. in constant currency terms, salient features of the financial We faced adverse currency while the currency devaluation statements of subsidiary/joint movement due to which the impacted the rupee translation, venture /associate companies, rupee translation was weaker, reducing the top line growth of the Company in the making the top line decline by 6 to 13 per cent. Our top line prescribed Form AOC-1 forms per cent. Most countries faced growth was driven by our focus a part of consolidated financial challenges, given strong macro on value growth and price statements (CFS) in compliance headwinds, culminating in the growth ahead of inflation and with Section 129(3) and other COVID blow in Q4. However, improved distribution. We applicable provisions, if any, of South Africa recovered turned around the business the Act read with Rule 5 of the strongly from the previous profitability through strategic Companies (Accounts) Rules, year, growing at 10 per cent cost rationalisation. 2014.

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

175 The said form also highlights 10. Talent Management has been entrusted by the the financial performance and Succession Board with the responsibility of each of the subsidiaries of identification and mitigation and joint venture companies Planning plans for the ‘Risks that Matter’. included in the CFS of the Your Company has the talent Company pursuant to Rule 8(1) Elements of risks to the management process in place of the Companies (Accounts) Company are listed in the with an objective of developing Rules, 2014. Management Discussion and a robust talent pipeline for the Analysis Section of the Annual organisation, which includes and Integrated Report. 9. Sexual Harassment the senior leadership team. As of Women at part of the talent process, we Workplace identify critical positions and 13. Vigil Mechanism (Prevention, assess the succession coverage Your Company has adopted Prohibition and for them annually. During a Whistle Blower Policy as a Redressal) Act, this process, we also review the supply of talent, identify part of its vigil mechanism. 2013 high-potential employees, The purpose of the policy is to and plan talent actions to enable any person (employees, The Company has complied meet the organisation’s talent customers, or vendors) to with the provisions relating to objectives. We continue to raise concerns regarding the constitution of the Internal deploy leadership development unacceptable improper Committee in compliance initiatives to build succession practices and/or any unethical with the Sexual Harassment for key roles. practices in the organisation of Women at Workplace without the knowledge of the (Prevention, Prohibition 11. Extract of Annual management. All employees and Redressal) Act, 2013 shall be protected from any to consider and resolve all Return adverse action for reporting sexual harassment complaints any unacceptable or improper In compliance with the reported by women. During the practice and/or any unethical provisions Section 134(3)(a) of year, in-person and e-learning practice, fraud, or violation of the Companies Act, 2013, the workshops were conducted to any law, rule, or regulation. This Annual Return of the Company create awareness regarding policy is also applicable to the as per Section 92(3) of the Act sexual harassment among Directors of the Company. is available on the Company employees. No complaint website, which can be accessed was reported during calendar Mr V Swaminathan, Head through the following link[7]. year 2019, and hence, the Corporate Audit and Committee has not filed any Assurance, has been appointed complaint report with the 12. Risk Management as the ‘Whistle Blowing Officer’, concerned authorities, in and his contact details have accordance with Section 22 of The Company has a well- been mentioned in the policy. the aforementioned Act. defined process in place Furthermore, employees are to ensure appropriate free to communicate their identification and mitigation complaints directly to the of risks. The Risk Management Chairman/Member of the Audit Committee of the Company Committee, as stated in the

[7] https://godrejcp.com/public/uploads/reports/2019-20/AnnualReturn_201920.pdf

176 policy. The policy is available on C. Employee Stock Option shares in the Company or the the internal employee portal as Scheme holding Company. Hence, there well as the Company website are no disclosures on voting The Company has a stock and can be accessed through rights not directly exercised by option scheme named as the following link[8]. The Audit the employees. ‘Employee Stock Grant Committee reviews reports Scheme, 2011’. The number made under this policy and and the resulting value of stock 15. Listing implements corrective actions grants to be given to eligible wherever necessary. The shares of your Company employees are decided by the are listed at the BSE Limited Nomination and Remuneration and National Stock Exchange 14. Annexures Committee, which are based on of India Limited. The applicable the closing market price on the annual listing fees have been A. Disclosure on Conservation date of the grants. The grants paid to the stock exchanges of Energy, Technology vest in one or more tranches before the due dates. Your Absorption, Foreign Exchange as per the decision of the Company is also listed on the Earnings, and Outgo Nomination and Remuneration Futures and Options Segment Committee with a minimum of the National Stock Exchange Annexure ‘D’ of this Report vesting period of 1 year from of India. provides information on the grant date. Upon vesting, the conservation of energy, the eligible employee can technology absorption, foreign exercise the grants and acquire 16.Business exchange earnings, and outgo equivalent shares of face value Responsibility required under Section 134 of ` 1. The difference between Report (3) (m) of the Companies Act, the market price at the time of 2013 read with the Companies grant and that on the date of Pursuant to Regulation 34 of (Accounts) Rules, 2014, which exercise is the gross gain/loss the Listing Regulations, the forms a part of the Board’s to the employee. The details Business Responsibility Report Report. of the grants allotted under highlighting the initiatives taken the Godrej Consumer Products by the Company in the areas of B. Corporate Social Limited Employee Stock environment, social, economic, Responsibility Grant Scheme, 2011 and the and governance is available on disclosures in compliance with the website of the Company Your Company has a well- SEBI (Share Based Employee and can be accessed through documented Corporate [10] Benefits) Regulations, 2014 the following link . Social Responsibility (CSR) and Section 62 1 (b) read with Policy, which is available on Rule 12 (9) of the Companies 17. Auditors and the Company website under (Share Capital and Debentures) the following link[9]. The CSR Auditors’ Report Rules, 2014 are set out in Report, along with details of Annexure ‘F’. Your Company A. Statutory Auditors CSR projects, are provided in has not given loan to any In accordance with Section Annexure ‘E’ to this report. person under any scheme 139 of the Companies Act, for or in connection with the 2013 and the Rules made subscription or purchase of thereunder, M/s. B S R and Co.,

[8] https://godrejcp.com/sustainability/codes-and-policies [9] https://godrejcp.com/sustainability/codes-and-policies [10] https://godrejcp.com/public/uploads/reports/2019-20/GCPL_BRR_FY_201920.pdf

177 LLP, Chartered Accountants 18. Corporate and management as well (Firm Regn. No. 101248W/W- Governance as corporate governance 100022) have been appointed practices. as the statutory auditor to hold Your Company continues to Pursuant to the Listing the office from the conclusion enjoy a Corporate Governance Regulations, the Report of the 17th AGM on July 31, Rating of CGR2+ (pronounced on Corporate Governance 2017 until the conclusion of CGR 2 plus) and a Stakeholder is included in the Annual the 22nd AGM in the year 2022 Value Creation and Governance and Integrated Report. The at a remuneration as may be Rating of SVG1 (pronounced Practicing Company Secretary’s approved by the Board. SVG one). The ‘+’ sign indicates Certificate certifying the a relatively high standing within Company’s compliance with B. Cost Auditors the category indicated by the the requirements of corporate The Company is maintaining rating. The aforementioned governance, in terms of the requisite cost records for ratings are on a scale of 1 Listing Regulations, is attached the applicable products of to 6, where 1 is the highest as Annexure ‘H’. the Company. Pursuant to rating. The two ratings indicate directions from the Department whether a company is being run 19.Management of Company Affairs, M/s. P. on the principles of corporate Discussion and M. Nanabhoy and Co., Cost governance and whether the Accountants, were appointed practices followed by the Analysis as cost auditors for the company lead to value creation Management Discussion and applicable products of the for all its shareholders. The Analysis as stipulated under the Company for the fiscal year CGR2 rating is on a scale of Listing Regulations is presented 2018-19. They are required to CGR1 to CGR6, where CGR1 in a separate section forming submit the report to the Central denotes the highest rating. a part of this Annual and Government within 180 days The CGR2+ rating implies that Integrated Report. The details from the end of the accounting according to ICRA’s current pertaining to internal financial year. opinion, the rated company control and their adequacy are has adopted and follows such also part of the Annual and C. Secretarial Auditors practices, conventions, and Integrated Report. The Board had appointed codes that would provide its M/s. A. N. Ramani and financial stakeholders a high 20.Confirmations Co., Company Secretaries, level of assurance of the quality

Practising Company Secretary, of corporate governance. The • Your Company is in to conduct a secretarial audit SVG1 rating is on a scale of compliance with the for the fiscal year 2019-20. The SVG1 to SVG6, where SVG1 Secretarial Standards on Secretarial Audit Report for denotes the highest rating. Meetings of the Board the fiscal year ended March 31, of Directors (SS-1) and The SVG1 rating implies that 2020 is attached herewith as Secretarial Standards on according to ICRA’s current Annexure ‘G’. The Secretarial General Meetings (SS-2) opinion, the company belongs Audit Report does not contain issued by the Institute of to the highest category of any qualification, reservation, or Company Secretaries of the composite parameters adverse remark. India. of stakeholder value creation

178 • There have been no agencies, banks, customers, ANNEXURE ‘B’ material changes and shareholders, vendors, and GCPL TOTAL REWARDS POLICY commitments affecting other related organisations that the financial position of have helped in your Company’s GCPL’s Total Rewards Framework the Company that have progress, as partners, through aims at holistically using elements occurred between March their continued support and such as fixed and variable 31, 2020 and the date of co-operation. compensation, long-term incentives, this Board’s Report. benefits and perquisites, and non- For and on behalf of the Board of compensation elements (career • There have been no Directors development, work–life balance, and instances of frauds recognition). reported by the auditors Nisaba Godrej under Section 143 (12) of Executive Chairperson Highlights the Companies Act, 2013 The rewards framework offers and the Rules framed , June 9, 2020 employees the flexibility to thereunder, either to the customise different elements based ANNEXURE ‘A’ Company or to the Central on need. The framework is also Government. BOARD DIVERSITY POLICY integrated with GCPL’s performance and talent management processes • The Company has not The Company is committed to and is designed to ensure sharply accepted any deposits equality of opportunity in all differentiated rewards for our best from public, and as such, aspects of its business and does performers. no amount on the account not discriminate on the grounds of of principal or interest on nationality, race, colour, religion, The total compensation for a given deposits from public was caste, gender, gender identity or position is influenced by three outstanding as on the date expression, sexual orientation, factors: position, performance, and of the balance sheet. disability, age, or marital status. potential. As a broad principle, The Company recognises merit for high performers and potential • During the Financial Year and continuously seeks to enhance employees, GCPL strives to deliver 2019-20, there were no the effectiveness of its Board. total compensation at the 90th significant and material The Company believes that for an percentile of the market. orders passed by the effective corporate governance, the regulators or Courts Board should have the appropriate Total Cash Compensation or Tribunals that can balance of skills, experience, and adversely impact the diversity of perspectives. Board The employees’ total cash going concern status appointments will be made on compensation has the following of the Company and its merit basis, and candidates will three components: operations in future. be considered on the basis of objective criteria, with due regard 1. ‘Fixed Compensation’ 21. Appreciation for the benefits of diversity on the comprising the basic salary and Board. The Board believes that retirement benefits such as the Your Directors wish to extend such merit-based appointments will provident fund and gratuity their sincere thanks to the best enable the Company to serve 2. ‘Flexible Compensation’ employees of the Company, its stakeholders. The Board will comprising a fixed central and state governments, regularly review this policy to ensure predetermined component as well as government its effectiveness.

179 of employees’ compensation. cap for overachieving business Long-Term Incentives The employees can allocate results. It has a ‘Collective’ (Employee Stock Grant this amount to different component, linked to the Scheme) components, as per their grade achievement of specified eligibility, defined at the start of business results, measured by This scheme aims at driving each fiscal year. ‘Economic Value Added’ or a culture of ownership and other related metrics, relative focus on long-term results. It is 3. ‘Variable Compensation to the target set for a given applicable to Godrej Leadership (Performance-Linked Variable fiscal year, and an ‘Individual’ Forum members. Under this Remuneration)’ comprising component, based on an scheme, performance-based employee rewards for employee’s performance, as stock grants are awarded. delivering superior business measured by the performance The value of the stock grant is results and individual management process. proposed by the management performance. It is designed and approved by the to provide a significant upside Nomination and Remuneration earning potential without a Committee.

180 ANNEXURE ‘C’

INFORMATION PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the fiscal year 2019-20; the percentage increase in the remuneration of each Director, Chief Financial Officer, and Company Secretary during the fiscal year 2019-20; and the comparison of remuneration of each KMP against the performance of the Company are as follows:

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

Sr. Name of the KMP Designation Per Cent Increase/ Ratio of Median Remuneration of Each No. (Decrease) in Director to the Median Remuneration Remuneration in the Paid/Payable to all Employees for the Fiscal Year 2019-20 Fiscal Year 2019-20 1 Adi Godrej Chairman Emeritus 9.00 157.91 2 Nisaba Godrej Executive Chairperson (11.00) 109.87 3 Vivek Gambhir Managing Director and CEO (19.00) 253.64 4 V Srinivasan Chief Financial Officer and (11.00) Not applicable Company Secretary

In case of Mr Vivek Gambhir and Mr V Srinivasan, the remuneration includes the actual performance-linked variable remuneration payable for the fiscal year on the basis of performance, profitability, and optimum utilisation of capital. Ms Nisaba Godrej has voluntarily waived the PLVR for the financial year 2019-20 due to the grave situation caused by the outbreak of the COVID 19 pandemic and 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.

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 2019-20 the Median Remuneration Paid/Payable to all Employees for the Fiscal Year 2019-20 1 4.35 % 5.71 2 4.17 % 5.95 3 - 5.71 4 Pirojsha Godrej - 5.71 5 Narendra Ambwani - 9.75 6 Pippa Armerding (17.50 %) 7.85 7 Bharat Doshi* - - 8 Omkar Goswami 21.21 % 9.51 9 Aman Mehta - 9.51 10 Ndidi Nwuneli - 9.51 11 Ireena Vittal 5.26 % 9.51 12 Sumeet Narang ** - --- * In the current financial year, Mr Bharat Doshi was on the Board till Sep 25, 2019. For FY 2018-19, he was on the Board for the full financial year. Hence per cent change is not comparable. ** Mr Sumeet Narang’s appointment in the Board is from April 1, 2019. Also, he has voluntarily waived the remuneration receivable from the Company.

181 Note: and ` 20,000 per The average change in Committee meeting the salary of employees (i) The median remuneration attended. The shareholders other than the Managerial of all the employees of at the AGM held on Personnel is a decline of the Company for the fiscal July 30, 2018, has 9.12 per cent whereas that year 2019-20: ` 4.21 lakh. authorised the payment in salary of the Managerial of commissions on profits Personnel is a decline of (ii) The percentage to the Non-Executive 10.08 per cent. The decline decrease in the median Directors at the rate not is largely on account remuneration of exceeding 1 per cent of of performance-linked employees in the fiscal net profits of the Company variable remuneration. year 2019-20: 0.12 per with authority to the cent. (v) The remuneration is as per Board to determine the the Remuneration Policy of (iii) The number of permanent manner and proportion the Company. employees on the payrolls in which the amount be of the Company as on distributed among the ANNEXURE ‘D’ March 31, 2020: 2768 Non-Executive Directors. The Board has authorised (iv) The average percentile INFORMATION PURSUANT a base commission of ` 20 increase already made TO SECTION 134 (3) (M) OF lakhs per annum to each in the salaries of the THE COMPANIES ACT, 2013 Non-Executive Director. employees, other than READ WITH THE COMPANIES All the Independent the Managerial Personnel, (ACCOUNTS) RULES, 2014, WITH Directors are paid an in the last fiscal year and RESPECT TO CONSERVATION additional commission its comparison with the OF ENERGY, TECHNOLOGY linked to their attendance percentile increase in the ABSORPTION, FOREIGN at the Audit Committee managerial remuneration EXCHANGE EARNINGS, AND meeting, Nomination & and justification thereof: OUTGO Remuneration Committee Total managerial meeting, and Independent remuneration comprises A. Conservation of Energy Directors’ meeting. There the remuneration of the Steps taken or impact of is no change in the base Whole-Time Directors initiatives for conservation of amount of the commission and commission paid to energy, and steps taken by on profits or sitting fees Non-Executive Directors. the Company to use alternate payable to Non Executive The Whole-Time Directors’ sources of energy. Directors for attending remuneration is as per meetings of the Board/ I. North East Cluster the resolution approved Committee thereof. The total capital investment on by the shareholders and The per cent change in energy saving initiatives is ` 22 will not exceed 10 per remuneration represents lakh. The energy conservation cent of the Company’s net change in the payout based initiatives undertaken are as profits as permitted by the on actual attendance at follows: Companies Act, 2013. The meetings of the Board or Non-Executive Directors Committee thereof for — Installation of a screw are also eligible for a each of the Non Executive conveyor in stamping sitting fees of ` 1 lakh per Directors, compared to the machine Line 1: It reduced Board meeting attended previous year. the wet dough moisture

182 content hence increased • Eco 365 valve installation around 500 companies had the drier efficiency at in wash basins at New participated, with around Meghalaya coil, which Guwahati, New Conso, 10,000 participants, and where resulted in briquette and AER units, leading to more than 1600 case studies savings of 100 t per a water saving of around were presented with great annum. 2,600 KL/annum. enthusiasm and competitive spirit. • Capacitor installation in 2 CSR Project radiator motors of 30HP This year, we invested ` 8.66 • Par Excellence awards—3 to improve the power lakh on community projects in • Excellence awards—4 factor and reduction in the North East Cluster. As there • Best model awards current at the Meghalaya was huge pressure from the in (awards in the best unit. Annual energy Sikkim Government and other project category) model savings—45,792 KWh. local bodies from the last few years, this year we decided presentation—2. • Condensate recovery in a to conduct all our projects packaged baby boiler at in Sikkim. The Community II. North Cluster the New Conso unit with a projects conducted in Sikkim Energy Conservation huge saving of HSD 8616 are as follows: L/annum. The total capital investment • Donation of 4 desktops on energy saving initiatives is ` • Drive installation with an to Mamring High School: 63 lakh, and savings in energy ID fan motor of 50 HP to Because of the insufficient consumption is 6.84 lakh KWh/ improve the load factor number of desktops, annum, which is equivalent as well as result in energy the school authorities to ` 53 Lakh per annum. The savings at the Meghalaya are unable to properly energy conservation initiatives coil, resulting in saving of conduct computer classes undertaken are as follows: 36,000 KWh. for students. This project cost is around ` 63,340. • Replacement of high-load • Few small modifications in motors with energy- • Improvement in the ARG and Crème line and efficient IE4 switching from pneumatic sanitisation facility of to mechanical (low energy- LP School at Pasi by • Downsize of the heater intensive), such as wick constructing 2 separate assembly in a wrapping pressing in refill line, biotoilets for girls and machine leading to a reduction in boys. The total cost of the • Automation in the BOPP compressed air pressure project is ` 2,50,000. tape machine setting from 7.5 bar to • Construction of boundary 6.5 bar at the New Conso fencing throughout LP • Downsize of TRM and the unit, resulting in saving of School to secure the stamping machine motor 18,163 KWh. school campus and kids. • Interlocking of the BOPP The total investment for • Regulating running hours taping machine the project is ` 5,53,550. of exhaust fans and few • Unification of chiller plants ACs through the Arduino National Convention on board at the New Conso Quality Concepts (NCQC) • Two-pole station to unit, resulting in saving of We received the following minimise DG usage 57,870 KWh. awards in NCQC where

183 Water Conservation • Installation of an • Usage of effluent-treated energy-efficient chilling water in dirty cooling The total capital investment on compressor in soap towers and process pump water conservation initiatives finishing lines, which cooling, which results in is ` 2.5 lakh, and savings in lead to saving in power a reduction in freshwater water consumption is 750 KL/ consumption by 79,200 consumption by 2,000 KL/ annum. The water conservation KWh/annum annum initiatives undertaken are as follows: Fuel Saving Awards won by the Malanpur • Installation of a water- unit • Softner rejected water based vacuum system in • GOLD award at SEEM re-routed through flush in FADP1 for reducing steam National Energy toilet consumption, which lead Management Awards 2019 to saving of fuel by 58MT/ held at New Delhi • Reuse of condensate water annum in Boiler • FICCI award for efficiency

• Installation of a vapour– in energy usage— • ETP treated water using liquid separator for chemicals—in a summit gardening and toilet improving noodle on ‘Global Chemicals & productivity, which Petrochemicals Award Awards Won will reduce energy 2019’ held at Mumbai consumption • Thana unit received the • Successfully cleared the ‘National Safety Council certification of IMS ISO Water Conservation appreciation certificate’ 9001/14001/45001 • Installation of a water • Par excellence award for treatment tank with an IV. South Cluster 7 teams and excellence agitator for coagulating The total CAPEX utilised for award for 9 teams during dissolved soap particles in energy conservation measures NCQC 2019 the cooling water of soap is ` Rs.50.8 lakh. The energy driers, thus reducing fresh conservation measures III. Central- West Cluster water intake and saving by undertaken are as follows: Energy Conservation 24 KL/day.

• Reduction in energy The total capex utilised for • Installation of an automatic consumption by the energy conservation measures level control system for installation of energy- is ` 126 lakh. The energy reducing water wastage efficient LED lightings, conservation measures during makeup in cooling solar-based lightings, undertaken are as follows: tower, which results in Encon devices in ACs saving of water by 100 KL/ and by using servo-based Power Saving annum coil stamping cylinders • Installation of an energy- • Provision of 3 rainwater has resulted in saving of efficient air compressor harvesting pits covering a 4,25,611 KWh/annum, resulted in saving in power roof surface area of 2,600 covering 5 factories in consumption by 289,407 sq m, which results in the Pondicherry, Karaikal, and KWh/annum recharging of a borewell MM Nagar by 1,350 KL/annum

184 • Use of biowaste fuels in B. Technology Absorption 4. Customer Centricity our hot air generators The R&D function of our 5. Packaging Development to the extent of 4,331 organisation played a key MT instead of furnace oil role in ensuring the successful 6. Fabric Care in our Pondicherry coil launches of the following factory products during the year 2019- 7. Health & Hygiene Products 20: Awards 8. Air Care 1. Good Knight – Gold Flash 1. 5S Award from QCFI LV 9. Dry Hair and Union of Japanese Scientist Engineers (JUSE), 2. Natural House Hold II. Benefits derived as a result received by the MMN unit Insecticides. of the aforementioned R&D efforts 2. The CONSO unit, which 3. AER Smart Matic Room R&D has played pivotal role in won the QCFI JUSE Freshener developing new technologies 5S Award last year, in AER, Hair Colours, Personal successfully completed the 4. Premium AER Fresheners Wash and HI areas. Strong R&D surveillance audit by the led initiatives with innovative official team. 5. Expert Crème – re launch projects have led to successful launches of several new 6. Cinthol Charcoal Soap 3. CII EHS Excellence Audit— products in the marketplace in one 4-star rating and three the current financial year. The 7. Shampoo Hair Colour 3-star rating awards won Company has launched break through Innovation first of 8. Keratin Range under 4. National Safety Councils its kind in HI category, Good Godrej Professional Safety Award 2019—4th Knight Gold Flash LV. This level ‘PRASHANSHA is first of its kind in terms of 9. Protekt Hand Sanitiser PATRA’ award won by the design and product delivery. CONSO unit 10. E-commerce led products R&D is continuously protecting its Innovations through Design 5. All our 5 units are certified The current year, like previous and Product patents. R&D for ISO 9001:2015, ISO years, also saw a sharp focus on has played a pivotal role in 14001:2015, and ISO consumer-centric and relevant improving cost optimization 45001:2018 standards design-led innovations. The across product categories by and have completed 2 company has placed a lot of contributing through both surveillance audits with focus on innovation in new product and process related NIL non-conformance in technologies, which gives value innovations and improvements. this year. for money to the consumer. We believe that the three key 6. South cluster won the pillars of consumer centricity, I. R&D product categories Godrej Safety Awards new product Innovation & initiated by the Company: 2019 for the best Development and training-led skill up-gradation will continue celebration of National 1. Hair Care to propel your Company ahead Road Safety Week in 2019 of competition in its strategy of 2. Skin Care innovation led value creation. 3. Household Insecticides

185 III. Future plan of action Household Insecticides, consumer relevant R&D shall continue to play a Room Freshener and product experiences key role in the advancement Personal Care categories within all categories such and successful execution for the coming year; as Skin Care, Household of newer innovations in the Insecticides, Hair Care, marketplace for both domestic 2. Engaging in providing Air Care, Fabric Care and and international businesses. support on global Health & Hygiene; Our R&D team shall constantly innovation strategies for endeavour to deliver superior various product categories 4. Maintaining a strong focus innovative products, thereby within our international on R&D training needs and delighting domestic and businesses and extending people development; international customers by— support on relevant product development for 5. Partnering collaborations 1. Ensuring successful international markets; with external stakeholders commercial launches and leading institutions. within Hair Care, 3. Focusing on newer

IV. Expenditure on R&D

` Crore

Fiscal Year Fiscal Year 2019-20 2018-19

Capital 0.09 0.12

Recurring 18.12 16.38

Total 18.21 16.50

Total R&D expenditure as a percentage of total sales turnover 0.34 per cent 0.30 per cent

C. Foreign Exchange Earnings and Outgo

` Crore

Fiscal Year Fiscal Year 2019-20 2018-19

I. Foreign exchange used 458.39 448.53

II. Foreign exchange earned 204.22 219.82

ANNEXURE ‘E’ of creating a more inclusive and into the strategy of the Company greener India. The Good & Green to benefit communities at large and CSR REPORT CSR policy focuses on addressing deliver social and environmental the critical social, environmental, and impacts. The Company has framed A brief outline of the Company’s economic needs of the marginalised a CSR Policy in compliance with the CSR Policy, including an overview and less privileged sections of provisions of the Companies Act, of projects or programmes society. Through our Good & 2013. The policy as well as projects proposed to be undertaken, Green CSR Policy, we align our CSR and programmes under the CSR with a URL to the CSR Policy and strategy with the ’s Policy are available on the Company initiatives Good & Green vision and goals. We website and can be accessed [11] GCPL is committed to the Godrej adopt an approach that integrates through the following link. Group’s ‘Good & Green’ vision the solutions to these problems

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

186 An overview of the projects or 2019-20, over 9000 women by three-fold although from programmes undertaken during the have been trained across a lower base. fiscal year 2019-20 is given below. India. The curriculum We have aligned our programmes to is integrated with life Our beauty-preneur national missions and priorities, and skills and entrepreneurial platform reaches they are categorised as follows. modules to equip the out to women micro candidates in starting their entrepreneurs in the A. National Skills Mission own enterprise if they are beauty and wellness interested. The curriculum industry across India. This I. Employability and has been digitised programme promotes Livelihoods through the learning entrepreneurship and At Godrej, we collaborate management system enables women to start with non-profit (LMS). The LMS enables training other girls as well organisations and social blended learning by using as empowers these women enterprises to design and multimedia formats, such entrepreneurs through life run several employability as audio, video, PDFs, and skills and entrepreneurship training programmes for presentations. modules. In the fiscal year youth from low-income We have developed a life 2019-20, 2665 women sections of society. We aim skills curriculum for all our have been supported to improve the earning employability programmes through our beauty- potential of our trainees across our businesses. preneur programme, which by building their skills and The life skills curriculum supports those who run by empowering them. supplements the current micro salons as well as Apart from core domain employability courses. those who provide home skills, our programmes The modules equip our services. also focus on life skills trainees with financial training, entrepreneurship literacy, work readiness, II. Community Development development, and and critical skills, which postplacement support. will enable them to Sustainability is an integral build stronger and more part of our business and As of March 2020, we productive careers and value chain, and it helps us have trained over 4,33,435 lives. Interactive games provide high-quality and young people in skills that and activities have been affordable goods to our will enhance their earning developed for different 1.1 billion people globally potential. Our projects target audiences under who use our products include the following this project. on any given day. Our factors: stakeholders are also the Our learnings from CSR communities that border • Salon-i—our beauty programmes in skills and our plant locations. To and hair care training livelihoods development align our CSR activities with community needs • Beauty-preneur report revealed that after and our Good & Green and Homepreneur the Salon-i training, the strategy, we conducted platform for micro proportion of women in third-party community entrepreneurs in paid work has increased needs assessments at our beauty industry from 14 per cent to 45 per cent, of which 78 per cent priority plant locations. Salon-i trains young girls were first time entrants in and women in beauty and the workforce. The trainees On the basis of valuable hair care. In the fiscal year also increased their earnings stakeholder input, we are

187 now implementing a range Singh government people to drive of high-impact community primary school, change. development programmes installed a reverse primarily to improve osmosis system, and B. Swachh Bharat Mission the quality of education provided utensils in government schools for mid-day meals. I. Elimination of Vector- around our manufacturing In Bari Brahmana, Borne Endemic Diseases sites. We have primarily we have renovated Elimination of Vector- invested in education, 2 classrooms of Borne Endemic Diseases water, sanitation, and skill government girls (EMBED) is an intensive building initiatives across 8 middle school and community awareness villages in and around our installed a water filter. and behaviour change manufacturing facilities. communication Our interventions help to • In the North East programme to combat improve the infrastructure cluster, we are malaria in regions that in schools as well as the working with schools report high annual parasite overall teaching–learning in Sikkim. We have index (API). Under the environment. Following provided computers EMBED programme, we are our key initiatives in to the Mamring high collaborate with NGOs the fiscal year 2019-20: school, supported and governments in an construction of effort to reduce morbidity • In the north cluster, biotoilets in LP and mortality due to we have partnered school at Pasi, and malaria. The approach with government constructed a fence towards this project is as schools in Himachal around the school to follows: Pradesh and Jammu. ensure safety of the In Baddi, we have children. • Implement provided a sanitary community • In the central cluster, napkin vending need-based we are working machine in a senior behaviour change with the community secondary school communication around our flagship and supported the interventions at plant in Malanpur. complete flooring of the village and We have supported assembly area. We household levels to painting and levelling have also supported spread awareness work at local middle the construction of and encourage school. We have a playground in the appropriate supported the Himachal Pradesh healthcare-seeking local community Police Line. In Thana behaviour for hospital in plumbing, senior secondary prevention and lighting, painting, school, we have control of mosquito- and furniture. We are supported the repairs borne diseases of toilets and installed also implementing a sanitary napkin a ‘Youth ki awaaz’ • Strengthen links with vending machine. programme, a water, public and private In Kathua, we have health, and sanitation health services supported the repairs behaviour change in the prioritised and maintenance programme, that blocks to improve of Chack Ram works with young access to preventive,

188 diagnostic, and reported an increase in the drought-prone district curative services in their knowledge of Siddipet in Telangana. and diagnosis and Our efforts are designed to • Evaluate data to treatment of malaria. recharge groundwater and support scalability make more water available and replicability of • Post malaria for irrigation over a total area the project in other treatment, a 32 per of more than 3,300 hectares geographies cent improvement by the fiscal year 2022. As of in overall health was March 2020, we have treated • In the fiscal year reported, which 880 hectares of land and carried 2019-20, we expanded resulted in a 17 per out over 3,00,000 plantations our footprint to cent increase in through seed dibbling and 11 districts across productivity and 22 over 38,000 plantations Madhya Pradesh, per cent decrease through direct saplings. We Uttar Pradesh, and in school/work have worked with over 300 Chhattisgarh and are absenteeism. farmers to build their capacity currently covering 830 on sustainable farming and villages and close to II. Waste Management livelihood diversification. 10,00,000 people. We have signed MoUs with We have initiated various D. Donations the governments of UP community waste and Chhattisgarh and management projects I. Green chemistry: With are supporting them across India. Some of the funding from GCPL, in their endeavour to these projects are as the Institute of Chemical eliminate malaria by follows: Technology, Mumbai, has 2030. proposed to set up a skill In the past, we have development centre. The Impact: collaborated with proposed centre has the Hyderabad and Kalyan- • An independent following three objectives: Dombivali municipal social return on corporations for urban investment study of • To develop training waste management. We the programme has programmes for are working with a social revealed that every the characterisation enterprise in Guwahati ` 1 invested in the of biologics and to covert plastic waste programme created biopharmaceuticals into fuel. Further, we social impact worth ` are partnering with an • To establish a state- 8.38. enterprise in Assam that is of-the art centre • Close to 63 per cent recycling forest and agri- for biophysical and of the community residue into briquettes biochemical analysis is taking steps to for biofuel. Altogether, for skill development prevent malaria through these projects, we for training students after increasing aim to process up to 150 and provide a their awareness MT of solid waste per day. resource to the by participating in Indian biotechnology sessions. C. Watershed Management industry

• Around 75 per cent Our integrated watershed • To develop back-to- of the community development project will help school programmes healthcare workers restore the ecological balance for industrial

189 participants to hone VII. Support Rotary Club commercial sex work and their skills Bombay to set up solar- transgender communities powered irrigation and II. Olympic Gold Quest: The water facilities for rural E. Composition of CSR project aims to support households in Palghar, Committee 49 senior Indian athletes aspiring to participate The composition of the CSR in commonwealth VIII. Support the Corbett Committee is as follows: games, Asian games, Foundation to provide and Olympics by funding skill development training 1. Mr Nadir Godrej, their training and sport to forest-dependent Chairman of the equipment purchase as communities and to Committee well as by providing them empower and encourage 2. Ms Tanya Dubash, Director medical support them to lead a sustainable and environment-friendly 3. Ms Nisaba Godrej, III. Promote culture and music lifestyle with minimum Executive Chairperson among children: GCPL dependency on forest supports the National resources in the Raigad 4. Mr Vivek Gambhir, Centre for Performing Arts district of Maharashtra Managing Director and in Mumbai to run school CEO programmes to promote IX. Support Dream Girl Indian music and dance foundation to provide 5. Mr Narendra Ambwani, medical services for Independent Director IV. Support ARMMAN for children suffering from F. Average net profit of the their Kilkari programme to cancer improve national maternal company in the last 3 fiscal and child health indicators X. Support Aamcha Ghar years: ` 1,267 crores. to provide education for G. Prescribed CSR V. Support SEEDS for Kerala underprivileged children flood relief by building expenditure (2 per cent of shelters for tribal families XI. Support Operation the amount as in item F in Wayanad ASHA to provide above): ` 25.34 crores. tuberculosis treatment VI. Support Shrimati Pushpa for underprivileged Wati Loomba Memorial communities Foundation to train youth in hospitality, tourism, XII. Support Sharda education tailoring, and retail sector society to support HIV/ skills AIDS-affected people in

190 Amount Spent (Direct/ Implementing Agency) Multiple Agencies: Saath, Yuva, Multiple Agencies: Saath, Yuva, Don Bosco Tech Dhriiti, DDJF, Pratham, Save the Children Society, Delhi Council Vrutti, India, Youthnet, Collective Good of Child Welfare, Foundation, QUEST Alliance Multiple agencies: Family Health India, CIDS, Sustainable Square intervention Direct Maa Kamakhya Disposable Works 4.81 0.32 1.27 9.02 Cumulative Expenditure Up to the Reporting Period 0.17 0.01 0.05 0.32 25.34 crore. ` Overheads 4.64 0.31 1.22 8.70 Amount Spent on the Project/Programmes Direct Expenditure on Projects/ Programmes 8.70 4.64 0.31 1.26 Amount Outlay (Budget) Project/ Programme wise

19.49 crore was spent, against the mandated amount of 19.49 crore ` 5.85 crores A total of ` during the financial year and committed, with signed MoUs deliverables agreed worth this amount had been sourced Projects on our CSR initiatives, we believe in funding projects from utilisation of funds and high-quality results proper to ensure itself. In order achieved. in advance and is instead given stages when certain milestones are tranche basis. The whole grant is not given upfront The Company is committed to spend the unspent funds during the financial year. This led to an underspend of Rs.5.85 crore to that the unspent funds be carried forward in FY 20-21. The CSR Committee has approved specifically for the selected projects 2% CSR budget for FY 20-21. FY20-21 in addition to the prescribed 1 As given below in Table Projects/Programmes 1) Local Area/Other 2) Specify the District the and State Where was Project/Programme Undertaken Dindori and Mandla districts of Madhya Pradesh Jammu, Himachal Pradesh, Madhya Pradesh, Sikkim, Nadu and Tamil Pondicherry, Guwahati and Assam States in India, namely Gujarat, Maharashtra, Uttar Chhattisgarh, Pradesh, Bihar, Assam, Nagaland, Manipur, Mizoram, and Delhi Sector in which the is Covered Project Schedule VII (ii) livelihood enhancement projects Schedule VII (i) promoting preventive healthcare Schedule VII( x) rural development projects Schedule VII (iv) environment sustainability the fiscal year CSR Project/Activity Identified Amount unspent, if any Manner in which the amount is spent during Salon-i: skill Project training for employability and entrepreneurship, leading to women empowerment Behaviour change communication on malaria and vector-borne diseases Community development around factories management Waste a) amount to be spent for the fiscal year Total b) c) for the fiscal year 2019-20 -1 Details of CSR expenditure Table Sr. Sr. No. 1 2 3 4 Details of CSR expenditure for the fiscal year Details of CSR expenditure

191 Amount Spent (Direct/ Implementing Agency) Dharthi Sustainables Private Limited Peoples Action for Creative Education and Sustainable Environment Ecological Development Society to Lead Teach Donation to Institute of Chemical Technology of sports Foundation for promotion and games for Performing Arts National Centre ARMMAN 0.48 0.21 1.00 0.60 0.35 0.30 0.25 0.50 Cumulative Expenditure Up to the Reporting Period 0.02 0.01 0.00 0.00 0.00 0.00 0.00 0.02 Overheads 0.46 0.20 1.00 0.60 0.35 0.30 0.25 0.48 Amount Spent on the Project/Programmes Direct Expenditure on Projects/ Programmes 2.10 0.70 0.20 1.00 0.60 0.35 0.30 0.25 Amount Outlay (Budget) Project/ Programme wise

Projects/Programmes 1) Local Area/Other 2) Specify the District the and State Where was Project/Programme Undertaken Siddipet district, Telangana Kerala Wayanad, India PAN Institute of Chemical Technology India PAN Mumbai, Maharashtra India PAN Assam and Meghalaya Sector in which the is Covered Project Schedule VII (iv) environment sustainability Schedule VII (iv) environment sustainability Schedule VII (i) promoting healthcare preventive and sanitation making available safe drinking water Schedule VII (ii) education promoting Schedule VII (ii) education promoting Schedule VII(vii) nationally promoting sports recognised Schedule VII (v) traditional promoting arts Schedule VII (i) promoting preventive healthcare CSR Project/Activity CSR Project/Activity Identified Carbon mitigation project management Watershed in Disaster relief to Kerala response floods Support to train fellows to teach in government- funded schools across India chemistry Green of sports Promotion of Indian Promotion music and dance by in training children government schools raising Awareness and training of young mothers to improve maternal and child health through technology Sr. Sr. No. 5 6 7 8 9 10 11 12

192

Amount Spent (Direct/ Implementing Agency) The Shrimati Pushpa Wati Loomba The Shrimati Pushpa Wati Memorial Foundation Rotary Club Bombay Charities Trust The Corbett Foundation Girl Foundation Dream Amcha Ghar Operation ASHA Education Society Sharda

0.10 0.05 0.04 0.02 0.01 0.01 0.15 19.49 Vivek Gambhir Cumulative Expenditure Up to the Reporting Period Managing Director and CEO Managing Director 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.60 (Member of the CSR Committee) Overheads 0.10 0.05 0.04 0.02 0.01 0.01 0.15 18.89 Amount Spent on the Project/Programmes Direct Expenditure on Projects/ Programmes 0.15 0.10 0.05 0.04 0.02 0.01 0.01 20.79 Amount Outlay (Budget) Project/ Programme wise

Projects/Programmes 1) Local Area/Other 2) Specify the District the and State Where was Project/Programme Undertaken Palghar, Maharashtra Palghar, Raigad, Maharashtra Mumbai, Maharashtra Mumbai, Maharashtra India PAN Mumbai, Maharashtra West Bengal, Maharashtra, West Madhya Pradesh, and Bihar, Delhi

Nadir Godrej Sector in which the is Covered Project Schedule VII (ii) livelihood enhancement projects Schedule VII(x) rural development projects Schedule VII (ii) livelihood enhancement projects Schedule VII (i) healthcare promoting Schedule VII (ii) education promoting Schedule VII (i) promoting preventive healthcare Schedule VII (i) promoting preventive healthcare Chairman of the CSR Committee CSR Project/Activity CSR Project/Activity Identified Training youth and Training young women in job skills irrigation Solar-powered and water facilities for rural households Skill development training to youth and women in forest- dependent communities Medical services for from suffering children cancer Support education for underprivileged children Support tuberculosis for treatment underprivileged communities Support HIV/AIDS- people in affected sex work commercial and transgender communities Total Sr. Sr. No. 13 14 15 16 17 18 19 The implementation and monitoring of this CSR policy is in compliance with the objectives Company.

193 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 March 18, 2011 under 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, 2019 2,95,015

Number of fresh options granted during the year 1,62,917

9 Number of options lapsed during the year 17,543

Number of options vested during the year 1,50,256

Number of options exercised during the year 1,50,256

Number of shares arising as a result of exercise of options 1,50,256

Money realised by exercise of options `. 1,50,256

18 Number of options outstanding and exercisable at the end 2,90,133 of the year

20 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

21 Weighted-average exercise prices and weighted-average Exercise price: ` 1.00 per share fair values of options (shall be disclosed separately for options whose exercise price either equals or exceeds or is Fair value: ` 660.17 less than the market price of the stock)

22 Employee-wise details of options granted to—

i) Senior Managerial Personnel As per Note 1 below ii) Any other employee who receives a grant in any one year of option amounting to 5 per cent or more of the Nil option granted during that year

iii) Identified employees who were granted option, during 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

194 Sr. Particulars Godrej Consumer Products Limited No. Employee Stock Grant Scheme

23 Diluted Earnings Per Share (EPS) pursuant to issue of ` 11.54 per share (standalone) shares on exercise of option calculated in accordance with ` 14.64 per share (consolidated) Accounting Standard (AS) 20 ‘EPS’

24 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 6.44 per cent

ii) Expected life 2 years

iii) Expected volatility 28.16 per cent

iv) Expected dividends 2.28 per cent

v) The price of the underlying share in the market at the ` 658.45 time of option grant

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 Personnel to Granted in Granted in Granted in Total Whom Stock Options Have Been Granted Fiscal Year Fiscal Year Fiscal Year Outstanding 2017-18 and 2018-19 and 2019-20 and Options as on Outstanding Outstanding Outstanding March 31, as on March as on March as on March 2020 31, 2020 31, 2020 31, 2020

Vivek Gambhir, Managing Director and CEO 12,042* 21,940* 37,946* 71,928

V Srinivasan, Chief Financial Officer and Company Secretary 2,031 3,510 6,071 11,612

Akhil Chandra, Business Head—ASEAN 2,676 4,388 7,589 14,653

Naveen Gupta, Cluster Head—Africa 2,676 4,388 7,589 14,653

Sunil Kataria, Business Head—India 3,213* 6,004* 10,382* 19,599*

Omar Momin, Business Head Darling and M&A 3,213 5,266 3,036 11,515

Rahul Gama, Head—Human Resources 1,605 2,950 5,100 9,655

Sunder Mahadevan, Head—R&D 1,605 2,897 5,009 9,511

Darshan Gandhi, Head—Design 642 2,633 4,554 7,829

Anirban Banerjee, Head—Innovation 642 1,054 1,821 3,517

Jishnu Batabyal, Head—Strategy & Planning - 878 1,518 2,396 *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—http://godrejcp.com/annual-reports.aspx

195 ANNEXURE ‘G’ mechanism in place to the extent, in Disclosure Requirements) the manner reported and subject to Regulations, 2018; the reporting made hereinafter: Form No MR – 3 (d) The Securities and We have examined the books, Exchange Board of India papers, minute books, forms and (Share based Employee FOR THE FINANCIAL returns filed and other records Benefit) Regulations, 2014; YEAR ENDED MARCH maintained by company for the 31, 2020 financial year ended on March 31, (e) The Securities and 2020 according to the provisions of: Exchange Board of India (Issue and Listing of Debt [Pursuant to Section 204(1) of the (i) The Companies Act, 2013 Securities) Regulations, Companies Act, 2013 and Rule No. (the Act) and the rules made 2008; (not applicable) 9 of the Companies (Appointment thereunder; and Remuneration of Managerial (f) The Securities and Personnel) Rules, 2014] (ii) The Securities Contracts Exchange Board of (Regulation) Act, 1956 and the India (Registrars to an The Members, rules made thereunder; Issue and Share Transfer Godrej Consumer Products Limited Agents) Regulations, 1993 (iii) The Depositories Act, 1996 and We have conducted the secretarial regarding the Companies the Regulations and Bye-laws audit of the compliance of Act and dealing with framed thereunder; applicable statutory provisions and clients; (not applicable) the adherence to good corporate (iv) Foreign Exchange Management (g) The Securities and practices by Godrej Consumer Act, 1999 and the rules and Exchange Board of India Products Limited (hereinafter called regulations made thereunder (Delisting of Equity Shares) the ‘Company’). The Secretarial to the extent of Foreign Direct Regulations, 2009; (Not Audit was conducted in a manner Investment, Overseas Direct applicable) and that provided us a reasonable Investment and External basis for evaluating the corporate Commercial Borrowings; (h) The Securities and conducts/statutory compliances and Exchange Board of India (v) The following Regulations and expressing our opinion thereon. (Buyback of Securities) Guidelines prescribed under the Regulations, 2018; (Not Based on our verification of the Securities and Exchange Board applicable) Company’s books, papers, minute of India Act, 1992 (‘SEBI Act’):- books, forms and returns filed and We have also examined compliance (a) The Securities and other records maintained by the with the applicable clauses of the Exchange Board of India company as well as the information following: provided by the Company, its (Substantial Acquisition officers, agents and authorised of Shares and Takeovers) (i) Secretarial Standards issued representatives during the conduct Regulations, 2011; by The Institute of Company of secretarial audit, we hereby report Secretaries of India. (b) The Securities and that in our opinion, the Company Exchange Board of India (ii) The SEBI (Listing Obligations has, during the audit period covering (Prohibition of Insider and Disclosure Requirements) the financial year ended on March Trading) Regulations, 2015; Regulations, 2015 / the Listing 31, 2020 complied with the statutory Agreements entered into by provisions listed hereunder and (c) The Securities and the Company with the BSE also that the Company has proper Exchange Board of India Limited and The National Stock Board processes and compliance (Issue of Capital and Exchange of India Limited.

196 During the period under review Furthermore, a system for seeking Annexure to the Secretarial Audit the Company has complied and obtaining further information Report with the provisions of the Acts, and clarifications on the agenda The Members Rules, Regulations, Guidelines, items before the meeting exists Godrej Consumer Products Limited Standards, etc. mentioned for meaningful participation at the above. meeting. Our report of even date is to be read along with this letter. The other laws, as informed and All the decisions were passed by certified by the Management majority in the meetings of the 1. Maintenance of Statutory of the Company which are Board and there were no dissenting and other records are specifically applicable to the views from the Board members Company based on their the responsibility of the management of the company. sector/industry are: We further report that there are Our responsibility is to express adequate systems and processes a. Insecticide Act, 1968 and an opinion on these records in the Company, commensurate rules made thereunder. based on our audit. with the size and operations of the Company, to monitor and ensure b. Legal Metrology Act and 2. We have followed the audit compliance with applicable laws, rules made thereunder. practices and processes as rules, regulations and guidelines. were appropriate to obtain c. Drugs & Cosmetics Act, reasonable assurances about 1940. We further report that during the the correctness of the contents audit period the company has: We report that, having regard to of the records. The verification the compliance system prevailing in i. issued shares on exercise of was done on test basis to the Company and on examination of options under the Employee ensure that correct facts the relevant documents and records Stock Grant Scheme. are reflected in records. We in pursuance thereof on test check believe that the processes and basis, the Company has complied ii. issued and listed commercial practices, we followed provide with the above laws applicable papers with National Stock a reasonable basis for our specifically to the Company. Exchange of India Limited. opinion.

We further report that: For A. N. Ramani & Co., 3. We have not verified Company Secretaries the correctness and The Board of Directors of the Unique Code - P2003MH000900 appropriateness of the financial Company is duly constituted with records and books of Accounts a proper balance of Executive Ashok N. Ramani of the company. We have Directors, Non-Executive Directors Partner relied on the report of the and Independent Directors. The FCS - 6808, COP –5342 Statutory Auditor in respect of changes in the composition of the the same as per the guidance Board of Directors that took place UDIN - F006808B000274526 of the Institute of Company during the period under review were Secretaries of India. carried out in compliance with the Place : Thane provisions of the Act. th Date : 24 May 2020 4. In view of lockdown due to

Adequate notice is given to all COVID 19, we have conducted Note: This report is to be read with directors to schedule the Board part of our audit on the basis of our letter of even date which is Meetings; the agenda and related details / documents provided annexed as Annexure A and forms detailed notes on agenda were by company through email and/ an integral part of this report. sent at least seven days in advance. or other digital mode.

197 5. Wherever required, we have ANNEXURE ‘H’ Opinion obtained the management In our opinion and to the best of representation about the our information and according to compliance of laws, rules and Practising Company the explanations given to us and regulations and happening of Secretary’s Certificate the representations made by the events etc. on Corporate Directors and the Management, we certify that the Company has 6. The Company is following a Governance complied with the conditions of system of obtaining reports Corporate Governance as stipulated from various departments To the members of in above mentioned Listing to ensure compliance with Godrej Consumer Products Limited Regulations as applicable during the applicable laws. The company We have examined the compliance year ended March 31, 2020. is following an electronic of conditions of corporate compliance management We further state that such governance by Godrej Consumer system for compliance compliance is neither an assurance Products Limited (‘the company’) management to ensure as to the future viability of the to the year ended on March 31st compliance with applicable company nor the efficiency or 2020, as stipulated in Regulation laws, rules, regulations and effectiveness with which the 17 to 27 and clauses (b) to (i) of guidelines. management has conducted the regulation 46(2) and para C, D and affairs of the company. 7. The compliance of the E of Schedule V of the Securities provisions of Corporate and and Exchange Board of India Restriction on use other applicable laws, rules, (Listing Obligations and Disclosure This certificate is issued solely for regulations and standards Requirements) Regulation, 2015 the purpose of complying with the is the responsibility of the (‘Listing Regulation’) aforesaid Regulations and may not management. Our examination be suitable any other purpose. was limited to the verification Management Responsibility of procedures on test basis. The Compliance of conditions of Corporate Governance is the 8. The Secretarial Audit Report responsibility of the Company’s is neither an assurance as For A. N. Ramani & Co., Management including the to the future viability of the Company Secretaries preparation and maintenance of all company nor of the efficacy or Unique Code - P2003MH000900 relevant supporting records and effectiveness with which the documents. Ashok Naran Ramani management has conducted Partner the affairs of the company. PCS Responsibility FCS - 6808, COP –5342 Our examination was limited to For A. N. Ramani & Co., procedures and implementation Place : Thane Company Secretaries thereof, adopted by the company Date : 24th May 2020 Unique Code - P2003MH000900 for ensuring compliance with the conditions of Corporate UDIN: F006808B000274548 Ashok N. Ramani Governance. It is neither an audit Partner nor an expression of opinion on the FCS - 6808, COP –5342 financial statements of the Company.

UDIN - F006808B000274526

Place : Thane Date : 24th May 2020

198 Report on Corporate Governance

Company’s Philosophy CGR2+ (pronounced CGR two plus) committed to protect the On Corporate and the Stakeholder Value Creation long-term interests of all our and Governance Rating of SVG1 stakeholders, and considering Governance (pronounced SVG one). this, it provides objective and prudent guidance to the Corporate governance refers to the The two ratings evaluate whether management. Information framework of rules and practices a company is being run on the related to the procedures, through which the board of directors principles of corporate governance composition, committees, and ensures accountability, fairness, and whether the practices followed several other factors of the and transparency in a company’s by the company lead to value Board is provided below. relationship with all its stakeholders. creation for all its shareholders.

A. Board procedures The Company is a part of the 123- The CGR2+ rating is on a rating GCPL currently has year- old Godrej Group, which has scale of CGR1 to CGR6, where a 14-member Board, established a reputation for honesty, CGR1 denotes the highest rating. with 7 Independent integrity, and sound governance. The The CGR2+ rating implies that Directors who are eminent Company’s philosophy on corporate according to ICRA’s current opinion, professionals from diverse governance envisages attainment of the rated company has adopted and fields, with expertise the highest levels of transparency, follows such practices, conventions, in finance, information accountability, and equity in and codes that would provide its systems, marketing, all facets of its operations and financial stakeholders a high level and corporate strategy. interactions with its stakeholders, of assurance on the quality of None of the Independent including shareholders, employees, corporate governance. Directors have had any lenders, and the government. The The SVG1 rating is on a rating scale material association with Company is committed to achieve of SVG1 to SVG6, where SVG1 the Godrej Group in and maintain the highest standards denotes the highest rating. The the past. The Board of of corporate governance. The SVG1 rating implies that in ICRA’s Directors also confirms Company believes that all its actions current opinion, the Company that Independent Directors must serve the underlying goal of belongs to the highest category fulfil conditions specified enhancing the overall stakeholder on the composite parameters of in Listing Regulations value over a sustained period. stakeholder value creation and and are independent Every year, since the fiscal year 2002- management as well as corporate of management. In line 03, the Company has subjected governance practices. with the accepted best itself to a voluntary review of its practices, to strengthen 1. Board of Directors corporate governance practices by the focus and quality Godrej Consumer Products an external rating agency, namely of discussion at the Limited’s (GCPL) corporate the Investment Information and Board, GCPL’s Board has governance practices are Credit Rating Agency (ICRA). The appointed Ms Ireena Vittal shaped by its Board of Company continues to enjoy the as the lead Independent Directors. The Board is Corporate Governance Rating of Director.

199 The Board meets at Several familiarisation — Strategy and least once in a quarter programmes for the Business–Is or has to review the Company’s Independent Directors been the Chief quarterly performance were conducted during the Executive Officer and financial results. year, covering topics such (CEO) or Chief The Board meetings as the Annual Operating Operating Officer, or are governed with a Plan for the fiscal year has held any other structured agenda. The 2019-20, update on key leadership position Board periodically reviews amendments to the in an organisation, compliance reports with SEBI Listing Regulations, leading to significant respect to laws and and actionable for the experience in regulations applicable to Company arising out strategy or business the Company. of the amendments. management. Brings Additionally, at all the the ability to identify Before the commencement Board meetings, detailed and assess strategic of the Audit Committee presentations covering opportunities and meeting, the members of business performance and threats in the context the Audit Committee— financial updates were of the business. which entirely consists made. The programmes of Independent were conducted by the — Industry Expertise– Directors—have a members of Company Has expertise with discussion with Statutory management. The details respect to the sector Auditors, in the absence of the same are available the organisation of the management on the website of the operates in. Has an team and Whole-time Company and can be understanding of Directors. For all major accessed through the the ‘big picture’ in items, comprehensive following link.1 the given industry background information and recognises the is provided to the Board B. Matrix on skill sets development of members to enable them possessed by the Board industry segments, to take an informed of Directors trends, emerging decision. At GCPL, we recognise issues, and the importance of having Once a year, the Board opportunities. a Board comprising of members participate in directors who have a a strategy meeting, in — Market Expertise range of experiences, which they also interact – Has expertise capabilities, and diverse with the management with respect to viewpoints. This helps team of the Company. The the geography the us create an effective Independent Directors also organisation operates and well-rounded board. have a meeting among in. Understands the The capabilities and themselves, after which macroeconomic experiences sought in they provide their insights environment, nuances our Directors are outlined to the entire Board and of the business, and here: the management team. consumers and trade in the geography

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

200 Has the knowledge to the effective — Diversity of of the regulations management Perspective – and legislations of of people in an the market/(s) the organisation. Provides diverse business operates in. views to the Board — Governance, that is valuable — Technology Finance, and for managing Perspective – Has Risk – Has an our customers, expertise with respect understanding of the consumers, to business-specific law and application employees, key technologies such as of corporate stakeholders, and in the field of research governance principles shareholders. and development in a commercial and manufacturing. enterprise of a similar C. Process and criteria Has experience and scale. Capability to used for appointing new directors adds perspective provide inputs for The Nomination and on the future-ready strategic financial Remuneration Committee skills required by the planning, assess evaluates the candidature organisation such as financial statements, of a new director in e-commerce, digital, and oversee budgets line with the Board and sustainability for the efficient use Diversity Policy and the of resources. Ability — People and Talent aforementioned skill to identify key risks Understanding – sets and makes suitable for the business in a Has experience in recommendation to the wide range of areas human resource Board for final approval. including legal and management such The appointment of all regulatory. that they bring in a Directors is also subject to considered approach shareholders’ approval.

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 Business Perspective Understanding and Risk Mr Adi Godrej 78 Nov 2000 M SRC √ √ √ √ Ms Nisaba Godrej 42 May 2011 F CSR, RMC √ √ √ √ √ Mr Jamshyd Godrej 71 Mar 2001 M SRC √ √ √ √ Mr Nadir B. Godrej 69 Nov 2000 M CSR, SRC √ √ √ √ √ Ms Tanya Dubash 52 May 2011 F CSR √ √ √ √ Mr Pirojsha Godrej 40 Apr 2017 M - √ √ √ √ Mr Vivek Gambhir 51 Apr 2013 M SRC, CSR, √ √ √ √ RMC Mr Narendra 72 May 2011 M ACM, NRC, √ √ √ √ √ Ambwani CSR, SRC Mr Sumeet Narang 44 Apr 2019 M ACM, NRC √ √ √ √ √ Mr Omkar Goswami 64 Jun 2008 M ACM, NRC, √ √ √ RMC Mr Aman Mehta 74 Apr 2006 M ACM, NRC √ √ √ Ms Ireena Vittal 52 Apr 2013 F ACM, NRC √ √ √ √ √ Ms Ndidi Nwuneli 45 Apr 2017 F ACM, NRC √ √ √ √ √ Ms Pippa Armerding 51 Jan 2018 F ACM, NRC √ √ √ √ √

201 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:

Category Number of Directors as on March 31, 2020 i) Non-Independent Directors Executive Chairperson 1 Managing Director 1 Executive Director 1 Non-Executive Promoter Directors 4 Subtotal 7 ii) Independent Directors 7 Total Strength (i + ii) 14

(ii) Other relevant details of the Directors as on March 31, 2020

Committee Positions Number of including GCPL Directorships Date of Held in Indian Committee Name of Relationship With other Member Shares Original Category Public Limited Committee Directors Directors (Excluding Held Appointment Companies Chairperson Committee (including ** GCPL)* Chairperson) **

Adi Godrej November Brother of Nadir Godrej Promoter/ 3 1 1 1512# 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- Executive (4)

Nadir November Brother of Adi Godrej Promoter/ 9 2 2 63# Godrej 29, 2000 Non-Executive (6)

Tanya May 02, 2011 Daughter of Adi Godrej Promoter/ 8 1 0 62# Dubash and Sister of Nisaba Non- Executive (5) Godrej and Pirojsha Godrej

Nisaba May 02, 2011 Daughter of Adi Godrej Promoter/ 4 0 0 3,70,083# Godrej and Sister of Tanya Executive (3) Dubash and Pirojsha Chairperson Godrej

Pirojsha April 01, Son of Adi Godrej and Promoter/ 4 1 0 3,70,125# Godrej 2017 Brother of Tanya Dubash Non- Executive (3) and Nisaba Godrej

Vivek April 30, None Managing 2 2 1 2,51,618 Gambhir 2013 Director & CEO (2)

Narendra May 02, 2011 None Non-Executive/ 5 7 1 3,000 Ambwani Independent (4)

Pippa January 30, None Non-Executive/ 1 1 0 Nil Armerding 2018 Independent (1)

Sumeet April 01, None Non- Executive/ 1 1 0 Nil Narang 2019 Independent (1)

Omkar June 18, None Non-Executive/ 4 3 1 Nil Goswami 2008 Independent (4)

202 Committee Positions Number of including GCPL Directorships Date of Held in Indian Committee Name of Relationship With other Member Shares Original Category Public Limited Committee Directors Directors (Excluding Held Appointment Companies Chairperson Committee (including ** GCPL)* Chairperson) **

Aman April 26, None Non- 5 4 2 Nil Mehta 2006 Executive/ (5) Independent

Ndidi April 01, None Non-Executive/ 1 1 0 Nil Nwuneli 2017 Independent (1)

Ireena April 30, None Non-Executive/ 4 4 0 Nil Vittal 2013 Independent (4)

#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. ***Under the Employee Stock Grant Scheme of the Company, Mr Vivek Gambhir additionally holds 71,928 options that are convertible into equivalent equity shares on their vesting and exercise. The options will vest in tranches, and the same has to be exercised within 1 month of the respective vesting dates.

Notes: Figures in brackets denote directorships in listed companies.

(iii) Details of directorship in other listed companies including category of their directorship as on March 31, 2020 Names of Directors Directorship in Other Listed Companies Category of Directorship Adi Godrej Godrej Industries Limited Chairman Jamshyd Godrej 1. Godrej Industries Limited Director 2. 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 5. Mahindra And Mahindra Limited Independent Director Tanya Dubash 1. Godrej Industries Limited Director 2. Godrej Agrovet Limited Director 3. Ltd Independent Director 4. Independent Director Nisaba Godrej 1. Godrej Agrovet Limited Director 2. VIP Industries Limited Independent Director Pirojsha Godrej 1. Godrej Agrovet Limited Director 2. Godrej Properties Limited Chairman Vivek Gambhir 1. Metropolis Healthcare Limited Independent Director Narendra Ambwani 1. Parag Milk Foods Limited Independent Director 2. Agro Tech Foods Limited Independent Director 3. RPG Life Sciences Limited Independent Director

203 Names of Directors Directorship in Other Listed Companies Category of Directorship Pippa Tubman Armerding NIL - Sumeet Narang NIL - Omkar Goswami 1. Limited Independent Director 2. Limited Independent Director 3. Limited. Independent Director Aman Mehta 1. Wockhardt Limited Independent Director 2. Max Financial Services Limited Independent Director 3. Independent Director 4. Limited Independent Director Ndidi Nwuneli NIL - Ireena Vittal 1. Housing Development Finance Corporation Limited Independent Director 2. Limited Independent Director 3. Limited Independent Director

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

Names of Meetings Board Audit Nomination Corporate Stakeholders’ Risk AGM Committee and Social Relationship Management August Remuneration Responsibility Committee Committee 1, 2019 Committee Number of Meetings held 4 4 2 2 1 2 1 Attendance of Directors Adi Godrej 4 NA NA NA 1 NA Yes Jamshyd Godrej 4 NA NA NA 1 NA Yes Nadir Godrej 4 NA NA 2 1 NA Yes Tanya Dubash 4 NA NA 2 NA NA Yes Nisaba Godrej 4 NA NA 2 NA 2 Yes Pirojsha Godrej 4 NA NA NA NA NA Yes Vivek Gambhir 4 NA NA 2 1 2 Yes Narendra Ambwani 4 4 2 2 1 NA Yes Pippa Armerding 3 3 1 NA NA NA Yes Sumeet Narang 4 4 2 NA NA NA Yes Omkar Goswami 4 4 1 NA NA 2 Yes Aman Mehta 4 4 2 NA NA NA Yes Ndidi Nwuneli 4 4 2 NA NA NA Yes Ireena Vittal 4 4 2 NA NA NA Yes Bharat Doshi* 2 2 1 NA NA NA Yes

Notes:

— Board and Audit Committee meetings were held on May 03, 2019; August 01, 2019; November 06, 2019; and January 29, 2020.

— Nomination and Remuneration Committee meetings were held on May 03, 2019 and January 29, 2020.

— The Independent Directors Committee meeting was held on May 03, 2019.

— The Stakeholders’ Relationship Committee meeting was held on May 03, 2019.

— Risk Management Committee meetings were held on May 02, 2019 and July 10, 2019.

— Corporate Social Responsibility meetings were held on May 03, 2019 and November 06, 2019.

204 — 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 physically present for the Board/ Committee meeting.

— ‘NA’ indicates not a member of the committee.

— *Mr Bharat Doshi’s tenure of five years ended on September 25, 2019 and he had expressed his desire to not offer himself for re-appointment for another term. Hence, he was eligible to attend meetings held till September 25, 2019 only.

(i) Reappointment of Directors liable to retire by rotation

The Board has five Directors whose period of office is liable to be determined for retirement by rotation, and of these five directors, one-third, i.e. two Directors, shall retire at the Annual General Meeting. Thus, Mr Pirojsha Godrej and Ms Tanya Dubash will retire at the ensuing Annual General Meeting of the Company and, being eligible, will be considered for reappointment. Their brief resume is annexed to the notice of the Annual General Meeting.

F. Committees of the Board of the Companies Act, 2013 skills, experience, level of The Company has constituted inter alia looks into investor preparedness, attendance, an Audit Committee in grievances. The Company has extent of contribution to board accordance with Section 177 also formed a Nomination and debates and discussion, and of the Companies Act, 2013 Remuneration Committee in how each Director leverages and Regulation 18 of the accordance with Section 178 of his/ her expertise and networks SEBI (Listing Obligations and the Companies Act, 2013 and to meaningfully contribute to Disclosure Requirements) Regulation 19 of the Listing the Company. The Company Regulations, 2015 (‘Listing Regulations, which looks after also has a Risk Management Regulations’). The Stakeholders’ the appointment, remuneration, Committee in accordance with Relationship Committee and performance evaluation Regulation 21 of the Listing formed in accordance with of Directors. The criteria for Regulations. Regulation 20 of the Listing performance evaluation of Regulations and Section 178 Independent Directors includes

Composition of the Committees as on March 31, 2020

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 None 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 None None None None None

Vivek Gambhir Executive None None Member Member Member

Narendra Ambwani Independent Member Chairman Member None Member

205 Names of Directors Position in the Committee

Category Audit Nomination & Stakeholders’ Risk Corporate Committee Remuneration Relationship Management Social Committee Committee Committee Responsibility Committee

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

Ndidi Nwuneli Independent Member Member None None None

Ireena Vittal Independent Member Member None None None

Total Strength of the 7 7 5 5 5 Committee

Number of Independent 7 7 1 1 1 Directors in the Committee

Number of Non- - - 4 2 4 Independent Directors in the Committee

Members of Senior - - - 2 - Management in the Committee

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

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

• Statement of deviations: • Recommendation for appointment, • Reviewing and - quarterly statement remuneration, and terms monitoring the auditor’s of deviation(s) of appointment of auditors independence and including the report of the Company. performance, and of the monitoring effectiveness of the audit agency, if applicable, • Approval of payment to process. submitted to stock statutory auditors for any

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

208 Other Responsibilities • Formulation of the • Administering the • Reviewing the functioning criteria for determining Employee Stock Grant and compliances as qualifications, Scheme of the Company regards the Company’s positive attributes, and render all such Whistle Blower Policy. and independence functions required to of a Director and be done under the SEBI • Approval of the recommendation to (Share-Based Employee appointment of the the Board of Directors Benefit) Regulations, 2015. Chief Financial Officer a policy relating to the after assessing the remuneration of the • Performing any other qualifications, experience, Directors, key managerial functions and activities and background of the personnel, and other related to the terms of candidate. employees. reference as requested by • Valuation of undertakings the Board of Directors. • Formulation of criteria or assets of the Company, for the evaluation • Performing any other wherever it is necessary by of performance of functions as required to be appointing a Registered Independent Directors and done by the Nomination Valuer in terms of Section the Board of Directors. and Remuneration 247 of the Companies Act, Committee as per 2013. • Devising a policy on the the provisions of the diversity of Board of Companies Act, 2013, • Instituting and overseeing Directors. the Listing Regulations, special investigations as and any other laws or needed. • Identifying individuals regulations from time to • Performing any other who are qualified to time. functions and activities become Directors and related to this terms of who may be appointed (iii) Stakeholders’ Relationship Committee reference as requested by in senior management • Resolving the grievances the Board of Directors. in accordance with the of the security holders of criteria laid down, and • Performing any other the Company, including recommending to the functions as required to complaints relating to Board of Directors their be done by the Audit transfer/transmission appointment and removal. Committee as per of shares, non-receipt the provisions of the of Annual Report, and • Deciding whether to Companies Act, 2013, non-receipt of declared extend or continue the the Listing Regulations, dividends; issue of new/ term of appointment of and any other laws or duplicate certificates; and the Independent Director regulations from time to general meetings. on the basis of the report time. of performance evaluation • Review of measures taken of Independent Directors. for effective exercise (ii) Nomination and Remuneration Committee of voting rights by The terms of reference of the • Recommending to the shareholders. Nomination and Remuneration Board, all remuneration, in • Review of adherence to Committee are as follows: whatever form, payable to the service standards senior management.

209 adopted by the Company • Review status of actions the Companies Act, 2013. in respect of various planned. • Recommend the amount services being rendered of expenditure to be by the Registrar and Share • Review progress and incurred on the activities Transfer Agent. status of mitigation for the ‘Risks That Matter’. referred above. • Review of the various • Monitor the Corporate measures and initiatives • Set standards for risk Social Responsibility Policy taken by the Company for documentation and of the Company from time reducing the quantum of monitoring. to time; unclaimed dividends and • Improve risk management ensuring timely receipt of techniques and enhance • Perform any other dividend warrants/ annual awareness. functions and activities reports/statutory notices related to the terms of by the shareholders of the • Review and manage risks reference as requested by Company. relating to cyber security. the Board of Directors.

• Performing any other • Performing any other • Perform any other functions and activities functions and activities functions as required to related to the terms of related to the terms of be done by the Corporate reference as requested by reference as requested by Social Responsibility the Board of Directors. the Board of Directors. Committee as per the provisions of the • Performing any other • Performing any other Companies Act, 2013, functions as required to be functions required to the Listing Regulations, done by the Stakeholders’ be done by the Risk and any other laws or Relationship Committee Management Committee regulations from time to as per the provisions of as per the provisions of the time. the Companies Act, 2013, Companies Act, 2013, the the Listing Regulations, Listing Regulations, and any 2. REMUNERATION POLICY and any other laws or other laws or regulations The Remuneration Policy of regulations from time to from time to time. time. the Company has been provided in the Board’s Report (v) Corporate Social (iv) Risk Management Committee Responsibility Committee section of the Annual Report as • The terms of reference • Formulate and recommend Annexure ‘B’. of the Committee are as to the Board a Corporate follows: Social Responsibility Policy that shall indicate the • Spearhead the risk activities to be undertaken management initiative by the company as within the Company. specified in Schedule VII of

210 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 - - 4.73 0.00 0.21 1.70 6.64

Nisaba Godrej - - 3.86 0.00 0.17 0.59 4.62

Vivek Gambhir - - 7.63 0.18 0.33 2.52 10.66

Subtotal - - 16.22 0.18 0.71 4.81 21.92

Non-Executive Directors

Jamshyd Godrej 0.04 0.20 - - - - 0.24

Nadir Godrej 0.05 0.20 - - - - 0.25

Tanya Dubash 0.04 0.20 - - - - 0.24

Pirojsha Godrej 0.04 0.20 - - - - 0.24

Narendra Ambwani 0.06 0.35 - - - - 0.41

Pippa Armerding 0.04 0.29 - - - - 0.33

Bharat Doshi 0.03 0.17 0.20

Omkar Goswami 0.05 0.35 - - - - 0.40

Ndidi Nwuneli 0.05 0.35 - - - - 0.40

Aman Mehta 0.05 0.35 - - - - 0.40

Sumeet Narang 0.00 0.00 - - - - 0.00

Ireena Vittal 0.05 0.35 - - - - 0.40

Subtotal 0.50 3.01 0.00 0.00 0.00 0.00 3.51

Total 0.50 3.01 16.22 0.18 0.71 4.81 25.43

Notes:

— In the case of Mr Adi Godrej, salary includes basic salary and various elements of flexible compensation. The monetary value of perquisites includes maintenance of accommodation, car, electricity expenses, reimbursement of medical/ hospitalisation expenses incurred for self and family, and medical insurance premium paid by the Company.

— In the case of Ms Nisaba Godrej and Mr Vivek Gambhir, salary includes basic salary and various elements of flexible compensation. Additionally, the perquisites received by Mr Vivek Gambhir include the perquisite value of stock grants exercised during the financial year.

— The Performance Linked Variable Remuneration (PLVR) of Mr Vivek Gambhir is the amount payable for fiscal year 2019-20, as per the scheme of the Company. The same is based on the Economic Value Added that reflects profitability and optimum utilisation of capital employed and revenue growth. Ms Nisaba Godrej has voluntarily waived the PLVR for the financial year 2019-20 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.

211 — The service contract of Mr Adi Godrej was for a period of 3 years beginning from April 1, 2016 to March 31, 2019. The Board of Directors have 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.

— The service contracts of Ms Nisaba Godrej, Executive Chairperson, and Mr Vivek Gambhir, Managing Director and CEO, were for a period of 3 years beginning from July 1, 2016 to June 30, 2019. The Board of Directors have reappointed Ms Nisaba Godrej as a Whole-time Director and Mr Vivek Gambhir as the Managing Director and CEO for a further period from July 1, 2019 to September 30, 2022. The reappointments were approved by shareholders at the Annual General Meeting held on August 1, 2019. Their office in the new term is terminable with a notice period of 3 months by either side.

— Mr Vivek Gambhir has resigned from the post of MD & CEO with effect from close of business hours of June 30, 2020 but he will continue to be whole time director till September 30, 2020. Based on the recommendation of the Nomination & Remuneration Committee, the Board has considered and approved the appointment of Ms Nisaba Godrej as the Managing Director for the remainder of her term, i.e. till September 30, 2022, subject to the approval of the shareholders. The Board has also requested her to continue as the 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.

— The first term of 5 years of Mr Narendra Ambwani ended on July 27, 2019. The first term of 5 years of Mr Aman Mehta, Dr. Omkar Goswami, and Ms Ireena Vittal ended on September 25, 2019. Based on successful performance evaluation, the Nomination and Remuneration Committee had recommended their reappointments for a second term and the same got approved by shareholders at the Annual General Meeting held on August 1, 2019.

Mr Narendra Ambwani: Term from July 28, 2019 to November 14, 2023 Mr Aman Mehta: Term from September 26, 2019 to August 31, 2021 Ms Ireena Vittal and Dr. Omkar Goswami: Term of 5 years from September 26, 2019 to September 25, 2024 Mr Bharat Doshi’s tenure of five years ended on September 25, 2019 and he had expressed his desire to not offer himself for re-appointment for another term

212 — Mr Vivek Gambhir has been granted stock options, the details of which are as follows:

Grant year Number of Options Options exercised Options Vesting dates outstanding of outstanding options 2017-18 24,081 12,039 12,042 May 31, 2020 2018-19 32,910 10,970 10,970 May 31, 2020 10,970 June 30, 2020 2019-20 37,946 Nil 12,649 May 31, 2020 12,649 June 30, 2020 12,648 June 30, 2020

3. Details of Stakeholder Complaints and Stakeholders’ Grievance Committee Total Total Total Total Complaints Not Complaints Sr. Complaints Complaints Complaints Resolved to the Nature of Complaint/Query Pending at the No. Received Replied During Pending at the Satisfaction of Beginning of During the Year the Year End of the Year Shareholders the Year 1. Non-receipt of dividend Nil 91 91 0 0 2. Non-receipt of shares lodged Nil 66 66 0 0 for transfer/exchange 3. Non-receipt of the Annual Nil 2 2 0 0 Report 4. Others Nil 2 2 0 0 Total Nil 161 161 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 31, 2017 3.00 Godrej One, 1st Floor Auditorium, Pirojshanagar, None p.m. Eastern Express Highway, Vikhroli (East), Mumbai-400079 July 30, 2018 3:00 Godrej One, 1st Floor Auditorium, Pirojshanagar, None 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. No postal ballot was conducted during the FY 2019-2020.

5. MEANS OF COMMUNICATION GCPL has sent a quarterly and performance updates/ performance are generally newsletter on the registered corporate presentations, and published in leading English email addresses of the the information required by dailies, such as The Economic investors. Moreover, all the Listing Regulations are Times, Business Line, and vital information related posted on the Company’s Mint, as well as in the Marathi to the Company and its website– www.godrejcp.com. newspaper Maharashtra performance, including The quarterly, half yearly, and Times. The Chairperson holds quarterly results, press releases, annual results of the Company’s conference calls/meetings

213 with financial analysts once in Exchange (BSE) Limited and receiving communications from a quarter, and their transcripts National Stock Exchange the Company. are posted on the website. The of India Limited (NSE). The presentations made to financial same are also available on the Shareholders who are holding analysts and institutional websites of the BSE Limited shares in a physical form can investors are shared with the and NSE, namely https:// update their email addresses Stock Exchanges and uploaded www.bseindia.com/ and www. by writing a letter to the on the Company’s website. nseindia.com, respectively. Company under the signature The same may be accessed of the first named shareholder. through the link given below.2 Reminders to Investors Shareholders who are holding The Company files its quarterly shares in a demat form can results on the electronic filing Shareholders who have not do so by contacting their system of the Bombay Stock registered their email addresses Depository Participant. are requested to do so for

6. GENERAL SHAREHOLDER INFORMATION A. Annual General Meeting Date and Time: Tuesday, August 4, 2020, 4.00 p.m. (IST) Venue: Video Conferencing/ Other audio visual means

B. Financial Calendar Financial Year: April 1, 2019 to March 31, 2020

C. Interim Dividends during Fiscal Year 2019-20

Declared at Board Meeting Dated Dividend Rate Per Share on Record Date Shares of Face Value ` 1 Each

May 3, 2019 ` 2.00 May 13, 2019

Aug 1, 2019 ` 2.00 August 9, 2019

November 6, 2019 ` 2.00 November 15, 2019

January 29, 2020 ` 2.00 February 6, 2020

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 Equity; GODREJCP Limited Exchange Plaza, Bandra Kurla Futures and Options Complex, Bandra (East), Mumbai-400051 (F&O)

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

2 https://godrejcp.com/investors

214 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, 2020, are as follows:

Month BSE NSE High Price Low Price High Price Low Price Apr-19 692.95 645.80 692.80 645.65 May-19 689.50 627.55 691.00 626.50 Jun-19 715.40 648.05 715.00 647.60 Jul-19 686.00 590.00 686.50 590.20 Aug-19 659.90 585.50 659.90 585.05 Sep-19 723.65 577.00 724.20 575.00 Oct-19 743.75 656.05 743.95 655.30 Nov-19 768.00 693.00 764.00 691.80 Dec-19 733.80 645.50 734.10 645.05 Jan-20 771.75 671.25 772.00 671.65 Feb-20 688.00 556.65 688.40 556.40 Mar-20 654.95 425.10 654.85 425.10

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 2019-20 is as follows:

125

100

75

50

25

0 19 19 19 19 19 19 19 19 20 20 19 20 l- r- r- y- c- v- n- g- n- p- b- Ju Ju Ja Ap Oct- Se Fe De Au No Ma Ma 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 Transfer Agents 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

215 H. Share Transfer shares in physical form transfer even after the In terms of amendments even after April 01, 2019. deadline of April 01, 2019. to Regulation 40 of Listing 2. Any investor who is The above decision by Regulations w.e.f. 1st April, desirous of transferring SEBI is not applicable 2019, transfer of securities in shares (which are held for demat of shares, physical form has been stopped in physical form) after transmission (i.e. transfer by SEBI. April 01, 2019 can do so of title of shares by way of SEBI has given the following only after the shares are inheritance / succession) clarifications: dematerialized. and transposition (i.e. re-arrangement / 1. The above decision does 3. The transfer deed(s) once interchanging of the order not prohibit the investor lodged prior to deadline of name of shareholders) from holding the shares and returned due to cases. in physical form; investor deficiency in the document has the option of holding may be re-lodged for

I. Distribution of Shareholding Distribution of shareholding by size class as on March 31, 2020

Number of Shares Number of Shareholders Number of Shareholding % Shareholders Per Cent shares held 1-500 1,46,881 86.06 1,43,92,223 1.41 501-1,000 12,238 7.17 84,96,657 0.83 1,001-2,000 6,901 4.04 99,51,568 0.97 2,001-3,000 1,704 1.00 41,58,737 0.41 3,001-4,000 819 0.48 28,97,884 0.28 4,001-5,000 403 0.24 17,97,025 0.18 5,001-10,000 730 0.43 49,94,021 0.49 10,001 and above 1,001 0.59 97,56,28,237 95.43 Total 170,677 100.00 1,02,23,16,352 100.00

Distribution of shareholding by ownership as on March 31, 2020:

Category Shares Held Per Cent of (Number) Holding Promoter’s Holding Promoters 64,64,88,267 63.24 Institutional Investors Mutual Funds 183,22,341 1.79 Banks/Financial Institutions 74,84,971 0.73 Insurance Companies 59,64,558 0.58 Foreign Institutional Investors 26,92,66,493 26.34 Others Private Corporate Bodies 1,50,89,895 1.48 Indian Public 5,52,02,409 5.40 NRI/OCB’s 44,97,418 0.44 Total 1,02,23,16,352 100

216 Shares held (Nos.)

63.24% Promoters Mutual Funds Banks/Financial Instuons Insurance Companies Foreign Instuonals Investors 5.84% Private Corporate Bodies 1.48% Indian Public & NRIs

1.79% 26.34% 0.73% 0.58%

J. Shares Held in Physical and Dematerialised Forms

Breakup of physical and dematerialised shares as on March 31, 2020:

Number of Shares Per Cent Number of Folios Per Cent

Physical 83,88,402 0.81 17,001 9.96

Demat 1,01,39,27,950 99.19 1,53,676 90.04

Total 1,02,23,16,352 100.00 1,70,677 100.00

Shares held in the and manipulation risk in the warrants/convertible demateralised mode have more physical transfer of securities by instruments. liquidity than those held in the unscrupulous entities. Transfer physical mode. Therefore, the of securities in the demat L. Commodity Price Risk or Foreign Exchange Risk and Company urges shareholders form will improve the ease, Hedging Activities holding shares in the physical convenience, and safety of GCPL is exposed to commodity form to convert their transactions for investors. SEBI risks mainly due to imported shareholdings to the demat vide Press Release No. 12/2019 palm oil derivatives. We enter mode. SEBI vide its Circular No. dated March 27, 2019, clarified into fixed price contracts with SEBI/LAD-NRO/ GN/2018/24 that the transfer deed(s) once overseas suppliers in order to dated June 8, 2018, amended lodged prior to the deadline of hedge price volatility. Regulation 40 of the SEBI April 1, 2019 and returned due Listing Regulations pursuant to any deficiency in document(s) Regarding commodities that to which after April 1, 2019, may be relodged for transfer. are imported at a contracted transfer of securities cannot be fixed price, there is a foreign processed unless the securities K. Outstanding GDRs/ADRs/ exchange currency risk and Warrants/Convertible are held in the dematerialised the mitigation of the same Instruments and Their Impact is managed by the FOREX form with a depository. on Equity Committee of the Company. The said measure of SEBI GCPL does not have any The Committee periodically is aimed at curbing fraud outstanding GDRs/ADRs/ meets and reviews the overall

217 foreign exchange currency currency risk. Details of hedged are available in the Notes to exposure and enters into and unhedged positions for the Financial Statement of the forward contracts to hedge the foreign currency exposures Annual Report

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

Exposure in ` % of such exposure hedged through commodity derivatives Exposure in Commodity Name (Purchase orders Domestic market International Market Qty Total raised during the year) OTC Exchange OTC Exchange Palm Oil Derivatives 575.54 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 Jammu & Kashmir SICOP Industrial Estate-Kathua, Hatli Moth-Kathua, Bari Brahmana-Jammu District Himachal Pradesh Thana-Baddi, Katha-Baddi Sikkim Mamring, South Sikkim Assam Village Sila, Kalapahar, Lokhra, Lalunggaon, Gouripur, Meghalaya Byrnihat, Rebhoi District Madhya Pradesh Malanpur Industrial Area, District Bhind Pondicherry Kattukuppam-Manpet Post, Nallur Village-Mannadipet Commune, Nedungadu Commune-Karaikal, Thirunallar Commune-Karaikal Tamil Nadu Maraimalainagar-Kanjipuram District

N. Address for Correspondence speed and efficiency, the [ICRA] A1+ (pronounced as Shareholders can contact Company strongly recommends ICRA A one plus) for ` 750 us at our Registered Office: email- based correspondence crore Commercial paper Godrej Consumer Products on all issues that do not require th Crisil A1+ for ` 750 crore Limited, 4 Floor, Godrej One, signature verification for being Commercial paper Pirojshanagar, Eastern Express processed. Highway, Vikhroli (East), Long-term rating at [ICRA] AA+ Shareholders are expected Mumbai-400079 (pronounced as ICRA double A to update any change in their Tel. No.: 022 25188010/20/30 plus) for unsecured fund-based residential addresses with our Fax No.: 022 25188040; Email and non-fund-based facilities RTA to avoid non-receipt of and short-term rating at [ICRA] ID: investor.relations@godrejcp. dividends, annual reports, etc. A1+ (pronounced as ICRA A com You can download the form one plus) aggregating to `1800 Website: www.godrejcp.com through the link given below3 crore. CIN: L24246MH2000PLC129806 and submit it with our RTA. Long-term rating at [ICRA] AA+ Investor correspondence O. List of Credit Ratings (pronounced as ICRA double Obtained during the Year should be addressed to M/s. A plus) for secured fund-based During the year, rating agencies Computech Sharecap Limited, and non-fund-based facilities have reaffirmed the following whose address is provided and short-term rating at [ICRA] existing credit ratings of the in this section of the Annual A1+ (pronounced as ICRA A one Company. Report. To allow us to serve plus) aggregating to ` 200 crore. shareholders with greater

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

218 P. Electronic Credit of Dividend Q. Consolidation of Shares under B. Details of Non- The Company encourages One Folio Compliance the shareholders to opt for The Company urges There has not been any non- electronic credit of dividends. shareholders holding shares compliance of mandatory The system is administered by of GCPL under different folios requirements, expected of the RBI, which ensures faster to consolidate the shares the Company. No penalties credit of dividends as dividends under one folio. This would or strictures were imposed are directly credited in the substantially reduce paperwork on the Company by the electronic form to the bank and transaction costs and stock exchanges, SEBI, or accounts of the shareholder. benefit the shareholders and any statutory authority for Moreover, by availing this the Company. Shareholders can matters related to capital facility, shareholders avoid do so by writing to the registrar markets during the last 3 the risk of loss of dividend with details on folio numbers, years. warrants in transit or fraudulent order of names, shares held C. Vigil Mechanism/ Whistle under each folio, and the folio encashment. Shareholders Blower Policy under which all shareholdings holding shares in the physical With a view to establish a should be consolidated. Share form and who have not opted mechanism for protecting certificates need not be sent. for the aforementioned system employees reporting may provide the required unethical behaviour, data to Computech Sharecap 7. OTHER DISCLOSURES frauds, or violation of Limited in the requisite form, A. Materially Significant the Company’s Code of Related Party which can be obtained either Conduct, the Board of Transactions That May from GCPL’s registered office or Potentially Conflict with Directors have adopted Computech Sharecap Limited the Company’s Interest a Whistle Blower Policy. or downloaded from the link During fiscal year 2019-20, No person has been given below.4 Shareholders there were no materially denied access to the Audit holding shares in the demat significant related party Committee. form are requested to provide transactions; that is, details to NSDL/CDSL through transactions of the D. Web Link for Policies their respective depository Company of material The Whistle Blower Policy, participants. nature with bodies the Policy for determining including its subsidiaries, Material Subsidiaries, and It may be noted that if the promoters, directors, the Policy on dealing with shareholders holding shares management, and Related Party Transactions in the demat form provide the relatives, which may have are available on the link details directly to the Company, 5 potential conflict with the given below. the Company will not be interests of the Company able to act on the same, and E. Utilisation of Funds at large. Attention of consequently dividends cannot There were no funds members is drawn to be remitted through electronic raised through preferential disclosures of transactions credit. allotment or qualified with related parties, as set institutions’ placement as out in Notes to Accounts. specified under Regulation 32 (7A) during this financial year.

4 https://godrejcp.com/investors/investors-faqs 5 https://godrejcp.com/sustainability/codes-and-policies

219 F. Unclaimed Suspense Account shares into a demat account, verification, the shares are namely the ‘Unclaimed rematerialised and physical In compliance with the Listing Suspense Account’. As and certificates are delivered to the Regulations, your Company when an allottee approaches allottee. has transferred the unclaimed the Company, after proper

Particulars No. of Number of Shareholders Shares

Aggregate number of shareholders and the outstanding shares lying in the Unclaimed 1,462 886,764 Suspense Account at the beginning of the year (April 1, 2019)

Number of shareholders and aggregate shares transferred to the Unclaimed Suspense 154 34,116 Account during the year on account of unclaimed share certificates pertaining to the bonus issue

Number of shareholders who approached the issuer for transfer of shares from the Unclaimed 95 49,536 Suspense Account during the year and aggregate shares transferred

Number of shareholders to whom shares were transferred from the Unclaimed Suspense 95 49,536 Account during the year and the aggregate shares transferred

Number of shareholders to whose shares were transferred from the Unclaimed Suspense - - 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 1,521 871,344 Suspense Account at the end of the year (March 31, 2020)

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

Amount ` crore

Type of Services 2019-20 2018-19 Audit Fees 8.17 6.77 Tax Fees 0.29 0.30 Others 0.23 1.00 Total 8.70 8.07

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 2019-20 2019-20 year 2019-20

Number of Complaints 0 0 0

220 J. Details of Compliance with Regulations, the practicing Investors page of the Company Corporate Governance Company Secretary’s certificate website www.godrejcp.com Requirements regarding the compliance of conditions of corporate All the Board Members and The Company has complied governance is attached to the senior management personnel with the requirements specified Board’s Report. have affirmed their compliance in Regulations 17 to 27 and with the said Code of Conduct clause (b) to (i) of subregulation DECLARATION BY THE for the year ended March 31, (2) of Regulation 46 of the MANAGING DIRECTOR AND 2020. Listing Regulations. CEO For Godrej Consumer Products K. Recommendation by the Board I, Vivek Gambhir, Managing Ltd. Committees Director and CEO of Godrej sd/- Consumer Products Limited Vivek Gambhir There have been no instances (GCPL), hereby confirm Managing Director and CEO of rejection by the Board for pursuant to SEBI (Listing Mumbai, May 13, 2020 any recommendations by the Obligations and Disclosure Board Committees during this Requirements) Regulations, financial year. 2015, that

8. PRACTICING COMPANY The Board of Directors SECRETARY’S CERTIFICATE of GCPL has laid down a ON CORPORATE Code of Conduct for all the GOVERNANCE Board members and senior management of the Company. As stipulated in Para E of The said Code of Conduct Schedule V of the Listing has also been posted on the

221 ANNEXURE A: and disclosures received from the In our opinion, to the best of our Directors of Godrej Consumer knowledge, and according to the CERTIFICATE OF NON- 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, 2020 have been Godrej Consumer Products Limited this certificate in accordance with debarred or disqualified from being th 4 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

I/We have examined the relevant (Listing Obligations and Disclosure Corporate Affairs, or any such other registers, records, forms, returns, Requirements) Regulations, 2015. 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 Barjor Godrej 00066195 November 29, 2000 4 Jamshyd Naoroji Godrej 00076250 March 1, 2001 5 00432983 April 1, 2017 6 Nisaba Adi Godrej 00591503 May 2, 2011 7 Vivek Gambhir 06527810 April 30, 2013 8 Narendra Kumar Anand Ambwani 00236658 May 2, 2011 9 Sumeet Subhash Narang 01874599 April 1, 2019 10 Aman Mehta 00009364 April 26, 2006 11 Omkar Goswami 00004258 June 18, 2008 12 Ireena Vittal 05195656 April 30, 2013 13 Ndidi Okonkwo Nwuneli 07738574 April 1, 2017 14 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 Ashok N. Ramani Partner the Company. Our responsibility is to affairs of the Company. FCS-6808, COP-5342 express an opinion on these based Date : 24th May, 2020 on our verification. This certificate is Place : Thane

222 Godrej Consumer Products Limited Registered Office: Godrej One, 4th Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai - 400 079 Tel.: +91 22 25188010/20/30 Fax: +91 22 25188040 Website: www.godrejcp.com E-mail: [email protected] CIN: L24246MH2000PLC129806

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE is hereby given that the 4. To appoint a Director in of Directors to audit the cost 20th ANNUAL GENERAL MEETING place of Ms Tanya Dubash records of the Company for the (AGM) of the members of GODREJ (DIN: 00026028), who retires fiscal year 2020-21, be paid a CONSUMER PRODUCTS LIMITED by rotation, and being remuneration of ` 6,07,000/- will be held on Tuesday, August 4, eligible, offers herself for re- per annum plus applicable taxes 2020, at 4.00 p.m. through video appointment; and out-of-pocket expenses conferencing/other audio visual that may be incurred. means to transact the following SPECIAL BUSINESS businesses. To consider and, if thought RESOLVED FURTHER THAT fit, to pass with or without the Board of Directors of the ORDINARY BUSINESS modification(s) the following Company be and is hereby 1. To receive, consider and adopt resolutions: authorised to perform all such the audited financial statements acts and take all such steps as (both standalone and 5. Ordinary Resolution for the may be necessary, proper or consolidated) of the Company ratification of remuneration expedient to give effect to this for the financial year ended payable to M/s. P. M. resolution’. March 31, 2020 and Report Nanabhoy & Co. (Firm of the Board of Directors and Membership number 000012), 6. Ordinary Resolution for Auditor’s Report thereon; appointed as Cost Auditors appointment of Ms Nisaba of the Company for the fiscal Godrej as Managing Director 2. To confirm the Interim year 2020-21 (DIN: 00591503) Dividends paid during fiscal year 2019-20; ‘RESOLVED THAT pursuant “RESOLVED THAT in to Section 148 and other accordance with the provisions 3. To appoint a Director in applicable provisions, if any, of Sections 196,197 and 203 place of Mr Pirojsha Godrej of the Companies Act, 2013 read with Schedule V and all (DIN: 00432983), who retires and the Companies (Audit and other applicable provisions of by rotation, and being Auditors) Rules, 2014, M/s. the Companies Act, 2013 and eligible, offers himself for re- P. M. Nanabhoy & Co. (Firm the rules thereunder, appointment; Membership number 000012), Ms Nisaba Godrej (DIN: Cost Accountants, appointed 00591503) is hereby appointed as Cost Auditors by the Board as the Managing Director of

394 the Company, on the following to the relevant provisions • Payment/reimbursement terms and conditions: of the Companies Act, 2013 of telephone expenses; (collectively called “perquisites I. Period of appointment: July 1, and allowances”). • Housing Loan as per 2020 to September 30, 2022 rules of the Company, II. Remuneration These perquisites and Contingency Loan as per A. Fixed Compensation allowances may be granted to rules of the Company. Fixed Compensation shall Ms Nisaba Godrej in such form These loans shall be include Basic Salary, Company’s and manner as the Board may subject to Central Contribution to Provident Fund decide. Government approval, if and Gratuity. any; • Housing as per rules

The Basic Salary shall be in of the Company (i.e. • Consolidated privilege the range of `12,50,000 to unfurnished residential leave, on full pay and `18,50,000 per month, payable accommodation) OR allowance, not exceeding monthly. The annual increments House Rent Allowance as 30 days in a financial year. will be decided by the Board per Company’s rules; Encashment/accumulation of Directors and will be merit of leave will be permissible • Furnishing at residence as based and take into account in accordance with the per rules of the Company; other relevant factors. rules specified by the Company. Sick leave as per • Supplementary Allowance; The Company’s contribution to the rules of the Company; Gratuity shall be according to • Leave Travel Allowance the rules of the Company, in • Such other perquisites for self and family in force from time-to-time. and allowances as per accordance with the rules the policy/rules of the of the Company; B. Performance Linked Variable Company in force and/or Remuneration (PLVR) as may be approved by the • Payment/reimbursement Board from time to time. of medical/hospitalisation PLVR shall be according to expenses for self and the applicable scheme of Explanation: family in accordance with the Company for each of the the rules of the Company. Perquisites shall be evaluated at financial year as relevant to the actual cost or if the cost is not period of appointment or as • Group insurance cover, ascertainable, the same shall be may be decided by the Board group mediclaim cover in valued as per Income Tax Rules. of Directors. accordance with the rules III. Overall Remuneration of the Company; C. Flexible Compensation The aggregate of salary and • Payment/reimbursement perquisites as specified above or In addition to the fixed of Club Fees, Food paid additionally in accordance compensation and the Vouchers, petrol with the rules of the Company performance linked variable reimbursement; in any financial year, which the remuneration, Ms Nisaba Board in its absolute discretion Godrej will be entitled to • Company car with driver may pay to Ms Nisaba Godrej the following allowances, for official use, provision of from time-to-time, shall not perquisites, benefits, facilities telephone(s) at residence; exceed the limits prescribed and amenities as per rules from time-to-time under Section of the Company and subject

395 197 and other applicable misconduct or of any Notes: provisions of the Companies other act or omission 1. The statement pursuant Act, 2013 read with Schedule V inconsistent with her to Section 102(1) of the to the said Act as may for the duties as director or any Companies Act, 2013 with time being, be in force. breach of these terms, as respect to the special business in the opinion of all other set out in the Notice is IV. Minimum Remuneration Directors renders her annexed herewith. The Board Notwithstanding the foregoing, retirement from the office of Directors have considered where in any Financial Year desirable, the opinion of and decided to include the during the currency of the all other Directors shall Item Nos. 5 & 6 given above tenure of Ms Nisaba Godrej, be final, conclusive and as Special Businesses in the the Company has no profits or binding on her and the forthcoming AGM, as they are its profits are inadequate, the Company may, by giving unavoidable in nature. remuneration will be subject to thirty days’ notice in Schedule V to the Companies writing, terminate this 2. In view of the continuing Act, 2013. appointment and she shall restrictions on the movement cease to be the Director of people at several places in V. Other terms of the Company, upon the country, due to outbreak a) Ms Nisaba Godrej expiration of such notice. of COVID-19, the Ministry of shall not, during the Corporate Affairs (MCA), vide continuance of her c) In the event of any its General Circular No. 20/2020 employment or at re-enactment or re- dated 5th May, 2020 read with any time thereafter, codification of the General Circular No. 14/2020 divulge or disclose to Companies Act, 2013 dated 8th April, 2020 and whomsoever or make any or the Income Tax Act, General Circular No. 17/2020 use whatsoever, whether 1961 or amendments dated 13th April, 2020 and for her own or for any thereto, the foregoing other applicable circulars issued other purpose other than shall continue to remain by the MCA & Securities and that of the Company, any in force and the reference Exchange Board of India (SEBI), information or knowledge to various provisions of has allowed the Companies obtained by her during the Companies Act, 2013 to conduct the AGM through her employment, about or the Income Tax Act, Video Conferencing (VC) or the business or affairs or 1961 shall be deemed Other Audio Visual Means other matters whatsoever to be substituted by the (OAVM) during the calendar of the Company and corresponding provisions year 2020. In accordance with, it shall be Ms Nisaba of the new Act or the the said circulars of MCA, Godrej’s endeavour, during amendments thereto or SEBI and applicable provisions the continuance of her the Rules and notifications of the Act and SEBI (Listing employment, to prevent issued thereunder. Obligations and Disclosure any other person from Requirements) Regulations, disclosing the aforesaid By Order of the Board of Directors 2015 (Listing Regulations), the information. 20th AGM of the Company shall V Srinivasan be conducted through VC/ b) If Ms Nisaba Godrej is Chief Financial Officer & Company OAVM. The Central Depository guilty of such inattention Secretary Services (India) Limited (‘CSDL’) to or negligence in the Mumbai, July 10, 2020 will be providing facility for conduct of the business voting through remote e-voting, of the Company or of

396 for participation in the AGM Notice of AGM are being respective network. It is through VC / OAVM facility and sent in electronic mode therefore recommended e-voting during the AGM. The to Members whose e-mail to use stable Wi-Fi or LAN procedure for participating in address is registered Connection to mitigate the meeting through with the Company or the any kind of aforesaid VC / OAVM is explained at Depository Participant(s). glitches. Note No. 6. 6. PROCEDURE FOR JOINING • Members attending the 3. As the AGM shall be conducted THE AGM THROUGH VC/ AGM through VC / OAVM through VC / OAVM, the facility OAVM: shall be counted for the for appointment of Proxy by purpose of reckoning the • Shareholders will be the Members is not available quorum under section 103 provided with a facility to for this AGM and hence the of the Act. Proxy Form and Attendance attend the AGM through Slip including Route Map are VC/OAVM through the 7. PROCEDURE TO RAISE not annexed to this Notice. CDSL e-Voting system. QUESTIONS / SEEK Shareholders may access CLARIFICATION WITH 4. Institutional / Corporate at www.evotingindia.com RESPECT TO ANNUAL Members are requested to send under shareholders/ REPORT: a scanned copy (PDF / JPEG members login by using format) of the Board Resolution the remote e-voting • Members who would like authorising its representatives credentials. The link to express their views to attend and vote at the AGM, for VC/OAVM will be or ask questions during pursuant to Section 113 of available in shareholder/ the AGM may register the Act, at investor.relations@ members login where the themselves as a speaker godrejcp.com. EVSN of Company will be by sending their request displayed. from their registered email 5. ELECTRONIC DISPATCH OF address mentioning their ANNUAL REPORT • Shareholders are name, Demat Account encouraged to join the • In accordance with, number / folio number, Meeting through Laptops the General Circular mobile number along with / IPads/ Tabs for better No. 20/2020 dated 5th their queries to experience. Further May, 2020 issued by investor.relations@ shareholders will be MCA and Circular No. godrejcp.com latest by 5 required to allow Camera st SEBI/HO/CFD/CMD1/ p.m. on Friday 31 July, and use Internet with a CIR/P/2020/79 dated 12th 2020. Questions / queries good speed to avoid any May, 2020 issued by SEBI, received by the Company disturbance during the owing to the difficulties till this time shall only be meeting. involved in dispatching considered and responded of physical copies of during the AGM. • Please note that the financial statements Participants connecting • Those shareholders (including Report of from Mobile Devices or who have registered Board of Directors, Tablets or through Laptop themselves as a speaker Auditor’s report or other connecting via Mobile will only be allowed to documents required to be Hotspot may experience express their views/ask attached therewith), such Audio/Video loss due questions during the statements including the to fluctuation in their meeting.

397 • The Company reserves The instructions for members (iv) Enter their User ID the right to restrict the for voting electronically are as number of questions and follows:- a. For CDSL use the 16-digit number of speakers, as beneficiary ID, appropriate for smooth (i) The e-voting facility is conduct of the AGM. available from 9.00 a.m. b. For NSDL use the on Friday, July 31, 2020 8-character DP ID followed 8. Procedure for remote E-voting to 5.00 p.m. on Monday, by a 8-digit Client ID, August 3, 2020. The In accordance with the e-voting module shall c. Members holding shares in provisions of Section 108 be disabled by CDSL for the physical Form should of the Companies Act, voting thereafter. During enter the Folio Number 2013 and Rule 20 of the this period, shareholders registered with the Companies (Management and of the Company, holding Company. Administration) Rules, 2014, shares either in physical (v) Next, enter the Image and the Secretarial Standards or dematerialised (demat) Verification as displayed issued by the Institute of form, as on the cut-off and Click on Login. Company Secretaries of India, date, Tuesday, July 28, the Company is pleased to 2020, may cast their vote (vi) If shareholders hold shares provide its members the facility electronically. in demat form and have to exercise their right to vote previously logged on to at the 20th AGM through (ii) The shareholders should www.evotingindia.com and electronic means and the log on to the e-voting have voted earlier on a business may be transacted website www.evotingindia. poll of any company, then through the e-voting services com the existing password is to provided by the Central be used. Depository Services Limited (iii) Click on Shareholders. (CDSL).

(vii) First time users should follow the following steps:

For Members holding shares in demat and physical forms

PAN Enter your 10-digit alpha-numeric PAN issued by the Income Tax Department (Applicable for both demat as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to enter the sequence numbers provided on the address label. Dividend Bank Enter the Dividend Bank Details or Date of Birth (in the dd/mm/yyyy format) as recorded in Details your demat account or in the Company records to login.

OR Date of • If both the details are not recorded with the depository or Company please enter the Birth (DOB) member ID/folio number in the Dividend Bank details field as mentioned in instruction (iv).

398 (viii) After entering these details (xiii) Click on the ‘RESOLUTIONS Custodians are required appropriately, click on ‘SUBMIT’ FILE LINK’ if you wish to view to log on to www. tab. the entire Resolution details. evotingindia.com and register themselves as (ix) Members holding shares in (xiv) After selecting the resolution, Corporates. the physical form will then you have decided to vote directly reach the Company on, click on ‘SUBMIT’. A • A scanned copy of the selection screen. However, confirmation box will be Registration Form bearing members holding shares in displayed. If you wish to the stamp and sign of the demat form will now reach the confirm your vote, click on ‘OK’, entity should be emailed ‘Password Creation’ menu, else to change your vote, click to helpdesk.evoting@ wherein they are required to on ‘CANCEL’ and accordingly cdslindia.com. mandatorily enter their login modify your vote. password in the new password • After receiving the login (xv) Once you ‘CONFIRM’ your vote field. Kindly note that this details a Compliance on the resolution, you will not password is also to be used by User should be created be allowed to modify your vote. the demat holders for voting using the admin login and for resolutions of any other password. The Compliance (xvi) You can also take a print of the company for which they are User will be able to link the votes cast by clicking on ‘Click eligible to vote, provided that account(s) for which they here to print’ option on the the company opts for e-voting wish to vote. voting page. through the CDSL platform. • The list of accounts It is strongly recommended (xvii) If a demat account holder linked in the login should not to share your password has forgotten the changed be mailed to helpdesk. with any other person and to password, then enter the User [email protected], take utmost care to keep your ID and the image verification and on approval of the password confidential. code and click on ‘FORGOT accounts, they will be able PASSWORD’ and enter the (x) For members holding shares in to cast their vote. details as prompted by the physical form, the details can system. • A scanned copy of the be used only for e-voting on Board Resolution and the resolutions contained in this (xviii) Shareholders can also cast their Power of Attorney (POA), Notice. vote using CDSL’s mobile app which they have issued in ‘m-Voting’ available for android- favour of the Custodian, if (xi) Click on the EVSN for GODREJ based mobiles. The m-Voting any, should be uploaded CONSUMER PRODUCTS app can be downloaded from in the PDF format in the LIMITED to vote. Google Play Store/Apple Store. system for the scrutiniser Please follow the instructions (xii) On the voting page, you to verify the same. as prompted by the mobile app will see ‘RESOLUTION while voting on your mobile. DESCRIPTION’ and against the • Alternatively Non Individual shareholders same the option ‘YES/NO’ for (xix) Note for Non-Individual are required to send the voting. Select the option YES Shareholders and Custodians or NO as desired. The option relevant Board Resolution/ YES implies that you assent to • Non-individual Authority letter etc. the Resolution and option NO shareholders (i.e. other together with attested implies that you dissent to the than Individuals, including specimen signature of the Resolution. HUFs, NRIs, etc.) and duly authorized signatory

399 who are authorized to Marg, Lower Parel (East), and Exchange Board of India vote, to the Scrutinizer Mumbai - 400013 or send (Share Based Employee and to the Company an email to helpdesk. Benefits) Regulations, 2014 and at investor.relations@ [email protected] or any other documents referred godrejcp.com, if they have call 1800225533. to in the accompanying Notice voted from individual tab and Explanatory Statements, 9. Mr Kalidas Vanjpe, Practising & not uploaded same in shall be made available for Company Secretary, the CDSL e-voting system inspection through electronic (Membership No. FCS 7132) or for the scrutinizer to verify mode, basis the request being failing him, Mr Ashok Ramani the same. sent on investor.relations@ (Membership No. FCS 6808) godrejcp.com. (xx) The instructions for Members has been appointed as the for e-voting on the day of the Scrutiniser to scrutinise the 11. DIVIDEND RELATED AGM are as under: entire e-voting process in a INFORMATION fair and transparent manner. (a) The procedure for e-voting The Members desiring to Pursuant to the provisions of on the day of the AGM is vote through remote e-voting Section 124 of the Act, the same as the instructions are requested to refer to the Unpaid/Unclaimed Dividend mentioned above for detailed procedure given pertaining to the financial year remote e-voting. hereinafter. 2012-13 has been transferred by the Company to the Investor The results of entire e-voting (b) Only those Members, who Education and Protection Fund along with Scrutinizer’s will be present in the AGM (the ‘IEPF’) established by report shall be placed on the through VC / OAVM facility the Central Government. The Company’s website and have not casted their Members are requested to www.godrejcp.com within vote on the Resolutions note that as per Section 124(5) 2 days of passing resolutions through remote e-voting of the Companies Act, 2013, at the AGM of the Company shall be eligible to vote dividends 7 years from the date and communicated to stock through e-voting system of transfer to the Company’s exchanges, where the shares of during the AGM. Unpaid Dividend Account shall the Company are listed. be transferred to the ‘Investor (c) Members who have voted 10. PROCEDURE FOR Education and Protection Fund’ through remote e-voting INSPECTION OF (IEPF) of the Government. will be eligible to attend DOCUMENTS: Unclaimed Dividends, as per the AGM. However, they the details given in the table will not be eligible to vote The Register of Directors and below, will be transferred to the at the AGM. Key Managerial Personnel and IEPF on the dates mentioned their Shareholding maintained in the table. Those members (d) All grievances connected under Section 170 of the Act, who have not, so far, encashed with the facility for voting the Register of Contracts these dividend warrants or by electronic means or arrangements in which any subsequent dividend may be addressed to Mr Directors are interested under warrants may claim or approach Rakesh Dalvi, Manager, Section 189 of the Act and the our Registrars, Computech (CDSL) Central Depository Certificate from Auditors of the Sharecap Ltd., 147, M. G. Road, Services (India) Limited, A Company certifying that the Fort, Mumbai 400001 (e-mail: Wing, 25th Floor, Marathon ESOP Schemes of the Company [email protected]) Futurex, Mafatlal Mill are being implemented in or the Company for payment Compounds, N M Joshi accordance with, the Securities thereof.

400 Dividend Period Type of Dividend Paid in Due date for transfer 2013-14 Interim August 2013 September 8, 2020 2013-14 Interim November 2013 December 17, 2020 2013-14 Interim February 2014 March 9, 2021 2013-14 Interim May 2014 June 3, 2021 2014-15 Interim August 2014 September 9, 2021

Please note that Section 124(6) (IEPF) Authority. The IEPF Computech Sharecap Limited / of the Companies Act, 2013 Rules mandate the companies Investor Relations Department also provides that all shares in to transfer the shares of of the Company by sending a respect of which the dividend shareholders whose dividends duly signed letter along with of last 7 consecutive years has remain unpaid / unclaimed for self-attested copy of PAN remained unclaimed, shall also a period of seven consecutive Card and original cancelled be transferred to the IEPF. years to the demat account cheque. The original cancelled of IEPF Authority. Hence, cheque should bear the name Hence, it is in the shareholders’ the Company urges all the of the Member. Members interest to claim any uncashed shareholders to encash / claim holding shares in demat form dividends and for future their respective dividend during are requested to submit the dividends, opt for Electronic the prescribed period. The aforesaid information to Credit of dividend so that Member(s) whose dividend/ their respective Depository dividends paid by the Company shares are transferred to the Participant. The Company are credited to the investor’s IEPF Authority can now claim will not be in position to issue account on time. their shares from the Authority Demand Drafts for dividends by following the Refund to those shareholders whose 12. The Ministry of Corporate Procedure as detailed on the Bank account details are not Affairs had notified provisions website of IEPF Authority http:// updated. relating to unpaid / unclaimed iepf.gov.in/IEPF/refund.html dividend under Sections • Details as stipulated under 124 and 125 of Companies • The Securities and Exchange Listing Regulations in respect of Act, 2013 and Investor Board of India (SEBI) vide its the Directors being appointed/ Education and Protection Fund circular dated 20th April, 2018 re-appointed are attached (Accounting, Audit, Transfer has mandated registration of herewith to the Notice. and Refund) Rules, 2016. As per Permanent Account Number these Rules, dividends which (PAN) and Bank Account By Order of the Board of Directors are not encashed / claimed by Details for all securities holders. the shareholder for a period of Members holding shares in V Srinivasan seven consecutive years shall physical form are therefore, Chief Financial Officer & Company be transferred to the Investor requested to submit their PAN Secretary Education and Protection Fund and Bank Account Details to Mumbai, July 10, 2020

401 EXPLANATORY STATEMENT General Meeting held on August 1, For brevity, the particulars of the PURSUANT TO SECTION 102(1) 2019. proposed remuneration, perquisites, OF THE COMPANIES ACT, 2013 and benefits payable to Ms Nisaba ITEM 5 The Board of Directors at its meeting Godrej are not being set out in held on January 29, 2020 approved the explanatory statement and the Pursuant to Section 148 of the the continuation of Ms Nisaba members are requested to refer to Companies Act, 2013 and Rule Godrej as Executive Chairperson till the same as set out in the body of 14 of the Companies (Audit and March 31, 2022. the respective resolutions. Auditors) Rules, 2014, the Company is required to appoint a Cost On June 9, 2020, Mr Vivek Gambhir A copy of the agreement with Auditor to audit the cost records for resigned as Managing Director & Ms Nisaba Godrej for her applicable products of the Company. CEO of the Company with effect appointment as Managing Director from close of business hours on can be made available for inspection On the recommendation of the June 30, 2020. The Nomination of any Member on email upon a Audit Committee, at its meeting & Remuneration Committee request received for such inspection held on May 13, 2020, the Board recommended his continuation as through email at the Company’s considered and approved the re- whole time director till September email ID viz. investor.relations @ appointment of M/s. P. M. Nanabhoy 30, 2020 and also proposed the godrejcp.com, upto the date of the & Co., Cost Accountants as the Cost appointment of Ms Nisaba Godrej as AGM. Auditor for the fiscal year 2020-21 at Managing Director with effect from a remuneration of ` 6,07,000/- per July 1, 2020 till September 30, 2022 The Board believes that the annum plus applicable taxes and subject to approval of shareholders Company will benefit from her reimbursement of out-of-pocket at the AGM. The Nomination & professional expertise and rich expenses. Remuneration Committee also experience. Hence, the Board recommended that she continue recommends the resolution at The Board of Directors recommend to hold the position of Executive item no.6 to the Members for their the Ordinary Resolution as set out Chairperson of the Company till approval. in Item No. 5 of the Notice for the March 31, 2022. The Board of approval of the shareholders. Directors at the meeting held on Mr Adi Godrej, Ms Tanya Dubash, June 9, 2020 approved the aforesaid Mr Pirojsha Godrej and Ms Nisaba None of the Directors, Key recommendations. The Company Godrej herself are interested in the Managerial Personnel (KMP), or their shall ensure that the position of resolution under item no 6. relatives are, in any way, concerned Chairperson is in compliance with with or interested, financially or the applicable provisions of the By Order of the Board of Directors otherwise in the said resolution. Listing Regulations with effect from April 1, 2022. V Srinivasan ITEM 6 Chief Financial Officer & Company The shareholders passed an ordinary The details of Ms Nisaba Godrej as Secretary resolution for the re-appointment required to be given pursuant to the Mumbai, July 10, 2020 of Ms Nisaba Godrej as whole Listing Regulations and Secretarial time director from July 1, 2019 till Standards, are attached to the September 30, 2022 at the Annual Notice.

402 Information pursuant to the Listing Regulations and Secretarial Standards with respect to appointment or re-appointment of Directors

Names of Director Nisaba Godrej Pirojsha Godrej Tanya Dubash

Category Whole-time Director Non-Executive Director Non-Executive Director

DIN 00591503 00432983 00026028

Date of Birth and Age February 12, 1978 October 27, 1980 September 14, 1968 42 years 39 years 51 years

Qualification • BSC, Wharton School, • MBA, Columbia Business • Graduate in Economics and Pennsylvania School Political Science from Brown • MBA, Harvard Business • Masters-International Affairs, University, USA School School of International & • Completed Advanced Public Affairs at Columbia Management Programme from University Harvard Business School • Graduate-Economics, Wharton School of Business

Nature of Expertise/ Industrialist Industrialist/Management Industrialist Experience

Brief Resume Appended at end of this table Appended at end of this table Appended at end of this table

First Appointment on May 2, 2011 April 1, 2017 May 2, 2011 the Board

Terms & Conditions of Appointment as Managing Appointment as a Non-Executive Appointment as a Non-Executive Appointment/ Director from July 1, 2020 to Director subject to retirement by Director subject to retirement by re-appointment September 30, 2022 rotation rotation

Last Drawn Last drawn remuneration Last drawn remuneration is given Last drawn remuneration is given Remuneration is given in the Corporate in the Corporate Governance in the Corporate Governance Details along with Governance Section of Section of the Annual Report. Section of the Annual Report. As remuneration sought the Annual Report. The As a Non-Executive Director, a Non-Executive Director, she is to be paid remuneration details for he is entitled to sitting fees for entitled to sitting fees for attending proposed appointment is given attending meetings of the Board/ meetings of the Board/Committee in the text of the resolution. Committee and Commission on and Commission on Profits as may be Profits as may be approved by approved by the shareholders from the shareholders from time-to- time-to-time within the limits set out time within the limits set out in in the Companies Act, 2013 the Companies Act, 2013

No. of shares held in 3,70,083* 3,70,125* 62* GCPL as at March 31, 2020

Relationship with other Daughter of Mr Adi Godrej, Son of Mr Adi Godrej, brother of Daughter of Mr Adi Godrej, Sister of Directors/ Manager/ Sister of Ms Tanya Dubash and Ms Tanya Dubash and Ms Nisaba Ms Nisaba Godrej and Mr Pirojsha KMP Mr Pirojsha Godrej. Godrej. Godrej

No. of Board meetings 4 4 4 attended out of 4 meetings held during the year

403 Names of Director Nisaba Godrej Pirojsha Godrej Tanya Dubash

Directorship details Listed Public Companies: Listed Public Companies: Listed Public Companies: Godrej Consumer Products Godrej Consumer Products Godrej Consumer Products Limited Limited Limited Godrej Industries Limited Godrej Agrovet Limited Godrej Agrovet Limited Godrej Agrovet Limited VIP Industries Limited Godrej Properties Limited Britannia Industries Limited Escorts Limited Public Companies: Public Companies: Godrej Seeds & Genetics Godrej Housing Finance Limited Public Companies: Limited Godrej Seeds & Genetics Limited Private Companies: Go Airlines (India) limited Private Companies: Swaddle Projects Private Limited Ensemble Holdings & Finance Innovia Multiventures Pvt Ltd Godrej Investments Advisers Limited Private Limited LLPs: Godrej One Premises Private Companies: Designated Partner in Anamudi Management Private Limited Godrej Holdings Private Limited Real Estates LLP Karukachal Developers Private Innovia Multiventures Private Limited Partnership Firms; Limited Partner in RKN Enterprises LLPs: Eranthus Developers Private Designated Partner in Anamudi Real Limited Estates LLP Pyxis Developers Private Limited Ceres Developers Private Limited Partnership Firms; Praviz Developers Private Partner in RKN Enterprises Limited

LLPs: Designated Partner in Anamudi Real Estates LLP

Partnership Firms; Partner in RKN Enterprises

Committee Positions Member: Member: Member: Risk Management Committee Stakeholders’ Relationship Stakeholders’ Relationship Godrej Consumer Products Committee: Committee: Limited Godrej Properties Limited Godrej Industries Limited Corporate Social Responsibility Risk Management Committee Corporate Social Responsibility Committee Godrej Properties Limited Committee Godrej Seeds & Genetics Godrej Consumer Products Limited Chairman: Limited Godrej Industries Limited Corporate Social Responsibility Godrej Consumer Products Risk Management Committee Committee Limited Godrej Industries Limited Godrej Properties Limited Nomination & Remuneration Chairperson: Committee Corporate Social Responsibility Godrej Agrovet limited Committee VIP Industries Limited (wef April Godrej Seeds and Genetics 8, 2020) Limited Chairperson: NIL * This shareholding reflects holding in their own name and does not include shares held as one of the trustee of family trusts.

404 Brief Resume of the Directors became India’s #1 publicly listed real Tanya Dubash proposed to be appointed/re- estate developer by residential sales, appointed: a position it has retained for the past Tanya Dubash is a Non-executive 5 years. Director of Godrej Consumer Nisaba Godrej Products Limited (GCPL). Tanya Under Pirojsha’s leadership, Godrej serves as the Executive Director Nisaba Godrej is the Executive Properties has been at the forefront and Chief Brand Officer of Godrej Chairperson of Godrej Consumer of the sustainable development Industries Ltd., and is responsible Products Limited (GCPL). She has movement; in 2013, GPL received for the Godrej Group’s brand and been a key architect of GCPL’s an award from former President of communications function, including strategy and transformation in India, APJ Abdul Kalam for being guiding the Godrej Masterbrand. the last decade. She is also the one of the companies in India from Chairperson of Teach for India and across sectors to have driven the Tanya is also a Director on the Board sits on the board of Godrej Agrovet green building movement. Godrej of Godrej Industries Limited and and VIP Industries. She has a BSc Properties in 2016 was ranked #2 Godrej Agrovet Limited. She also degree from The Wharton School at in Asia and #5 in the World in terms serves on the boards of Britannia, the University of Pennsylvania and an of its sustainability performance in Escorts, Go Airlines, AIESEC and MBA from Harvard Business School. the Global Real Estate Sustainability India@75. Benchmark Report. The Indian Green Pirojsha Godrej Building Council (IGBC) has awarded Tanya was a member on the Board Pirojsha the IGBC Green Champion of the Bharatiya Mahila Bank Pirojsha Godrej is a Non-Executive Award 2016 for his contribution between November 2013 and May Director of Godrej Consumer to the sustainability of India’s built 2015. She was a trustee of Brown Products Ltd, Executive Chairman environment. University between 2012 and 2018 of Godrej Properties, Godrej and continues to be member of the Housing Finance, and Godrej Fund In 2017, Pirojsha was appointed Brown India Advisory Council and Management. Pirojsha graduated the Executive Chairman of Godrej on the Watson Institute Board of from the Wharton School of Business Properties. He also assumed the role Overseers. in 2002, completed his Masters in of Executive Chairman of Godrej International Affairs from Columbia Fund Management. In 2019, Pirojsha Tanya was recognized by the World University in 2004, and an MBA founded and became the Executive Economic Forum as a Young Global from Columbia Business School in Chairman of Godrej Housing Leader in 2007. She is AB cum laudé, 2008. Pirojsha joined GPL in 2004, Finance. He has travelled to over 90 Economics & Political Science, Brown became an Executive Director in countries and every continent and University, USA, and an alumna of 2008, and was appointed CEO of his interests include chess, scuba the Harvard Business School.” Godrej Properties in 2012. He has diving, and rare-book collecting. He led the company through a phase of is married and is the proud father of rapid growth. In Financial Year 2016, two young daughters. Godrej Properties for the first time

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