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 India (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.