Board’s Report Dear Members, 1. Results of Our performance of the Company’s Operations subsidiaries in various Your Directors, with great pleasure, geographies is given separately present the Annual and Integrated in the Board’s Report. The financial performance of Report for the year ended March 31, your Company for the fiscal 2021. The shareholders may also year under review is given refer to the Management below. Discussion and Analysis section that gives more details on the An overview of the functioning of the Company. ` (Crore) Consolidated Standalone Financials: Abridged Profit and Loss Statement March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020 Total revenue from operations 11028.62 9,910.80 6,254.33 5,474.45 Other income 67.07 112.30 64.74 91.26 Total income 11095.69 10,023.10 6319.07 5,565.71 Total expenses, including depreciation and finance costs 8,970.85 8,182.46 4,709.77 4,166.08 Profit/loss before exceptional items, share of profit of 2124.84 1,840.64 1,609.30 1,399.63 equity accounted investees, and tax Exceptional items (44.87) (81.05) (15.38) - Share of profit of equity accounted investees (net of (0.01) 0.81 - - income tax) Profit/loss before tax 2080.36 1,760.40 1,593.92 1,399.63 Tax expense 359.54 263.82 369.58 219.74 Profit/loss after tax 1720.82 1,496.58 1,224.34 1,179.89 Other comprehensive income (163.63) 223.20 1.11 (0.97) Total comprehensive income attributable to owners of 1557.19 1,719.78 1225.45 1,178.92 the Company 214 2. Appropriation The surplus available for appropriation is as given below: Fiscal Year Fiscal Year Appropriation 2020-21 2019-20 ` (Crore) ` (Crore) Surplus at the beginning of the year 3450.43 3,258.64 Less: Transition impact of lease as per IND AS 116 (net of tax) 0 1.20 Restated balance at the beginning of the year 3450.43 3,257.44 Add: Net profit for the year 1224.34 1,179.89 Add: Remeasurements of defined benefit plans (net of tax) 1.11 (0.97) Available for Appropriation 4675.88 4,436.36 Less: Interim dividends 0 817.82 Less: Tax on distributed profits 0 168.11 Surplus Carried Forward 4675.88 3,450.43 3. Dividend The Company’s Dividend the attendance record of the Distribution Policy may Directors are given in the A. Dividend Declared also be accessed through Corporate Governance section the following link [1]. of the Annual Report. The Board did not declare any Interim Dividends 4. COVID-19 B. Changes in the Board of during Fiscal Year 2020- Directors 21, and also has not The Materiality study was recommended any final carried out in fiscal year 2019- During the financial year, dividend for the fiscal 20. The COVID-19 pandemic Mr. Vivek Gambhir tendered year. had not spread at that point his resignation as Managing and so it does not appear as Director of the Company B. Dividend Distribution a material aspect. In FY20- with effect from the close of Policy 21, however, the COVID-19 business hours of June 30, pandemic has had a multi-fold 2020 for personal reasons. The Board of Directors impact on the business and His resignation was accepted adopted the Dividend this impact and our mitigation by the Board of Directors Distribution Policy strategies are discussed in at their meeting held on pursuant to the detail in our Chairperson’s June 9, 2020. The Board Securities and Exchange message and our seven requested Mr Vivek Gambhir Board of India (Listing Strategic Pillars. to continue as a Whole-time Obligations and Director up to September 30, Disclosure Requirements) 5. Board of Directors 2020. The Board members Regulations, 2015 (Listing place on record their sincere Regulations), which A. Number of Meetings appreciation for Mr Gambhir’s requires the top 1000 contributions to the Company’s listed companies (by Five Board meetings were growth during his tenure as market capitalisation) held during the year. The the Managing Director & CEO. to formulate the same. details of the meetings and Consequent to the resignation [1] https://www.godrejcp.com/public/pdfs/codes_policies/legal/Dividend-Distribution-Policy.pdf 215 of Mr. Gambhir, the Board, at Mr. Aman Mehta’s second prescribed under the provisions the same meeting approved term is ending on August of the Companies Act, 2013 the appointment of Ms Nisaba 31, 2021.The Board of and the Listing Regulations, Godrej as the Managing Directors place on record and the same has been noted Director of the Company. their sincere appreciation of by the Board of Directors. The The Board of Directors also the contribution made by Mr. Independent Directors also requested her to continue Mehta during his tenure on the confirmed the compliance with as the Chairperson of the Board. code of conduct for directors Board till March 31, 2022, and and senior management. accordingly, designated her as In the forthcoming AGM, Mr. the Chairperson and Managing Nadir Godrej will retire by E. Enrolment of Directors in Director. The shareholders rotation, and being eligible, Independent Directors Data approved her appointment at he will be considered for Bank the Annual General Meeting reappointment. (AGM) of the Company held on As per the notification of August 4, 2020. C. Audit Committee of the Ministry of Corporate Affairs Board of Directors (MCA) dated October 22, At the Board meeting held 2019, all the Independent on May 11, 2021, the Board Your Company has an Audit Directors of your Company approved the appointment Committee in compliance with have registered their names for of Mr. Sudhir Sitapati as the Section 177 of the Companies inclusion in the ‘Independent Managing Director & CEO of Act, 2013 and Regulation 18 Director’s Data Bank’ the Company with effect from of Listing Regulations. During maintained by IICA. October 18, 2021, subject the year, Mr. Pirojsha Godrej to shareholder’s approval. has been appointed as the F. Familiarisation Programmes The terms and conditions of member of the Committee appointment and the other with effect from October 1, During the year the details required pursuant 2020. The Committee consists Independent Directors were to Listing Regulations and of following Directors, viz., familiarised with the Annual Secretarial Standards is Mr Aman Mehta, Chairman Operating Plan for the fiscal available in Notice of the of the Committee, and, Mr year 2020-21. Additionally, Annual General Meeting. Narendra Ambwani, Dr Omkar at all the Board meetings, At the same meeting, the Goswami, Ms Ireena Vittal, detailed presentations Board also approved the Ms Ndidi Nwuneli, Ms Pippa covering business performance continuation of Ms. Nisaba Armerding, Mr Sumeet Narang, and financial updates were Godrej as Whole-time Director Mr. Pirojsha Godrej, all being made. The programmes were of the Company, designated members of the Committee. conducted by the members as Executive Chairperson of Company management. for the period from October D. Declaration from Independent The details of the same are 18, 2021 till March 31, 2022 Directors available on the website of the and thereafter carry the Company and can be accessed designation as Executive All the Independent Directors through the following link[2]. Director for her remaining term have given their declaration till September 30, 2022. confirming that they meet the criteria of independence as [2] https://godrejcp.com/investors/stock-exchange-filings 216 G. Board Diversity Policy Remuneration of Managerial The Corporate HR team of Personnel) Rules, 2014 is given Godrej Industries Limited and The Company has in place a under Annexure ‘C’. With Associate Companies worked Board Diversity Policy, which respect to the information directly with the Chairperson is attached as Annexure ‘A’. under Rule 5(2) and Rule 5(3) of and the Nomination and The criteria for determining the Companies (Appointment Remuneration Committee qualification, positive and Remuneration of of the Board to design and attributes, and independence Managerial Personnel) Rules, execute this process. It was of Directors are as per 2014, members may request later adopted by the Board. the Board Diversity Policy, the same by sending an email Each Board Member Listing Regulations, and the to the Company at investor. completed a confidential Companies Act, 2013. [email protected] from online questionnaire, sharing their registered email ID, H. Remuneration Policy vital feedback on how the quoting their name and Folio Board currently operates and The Company’s Remuneration No. how its effectiveness could Policy for Directors, Key Mr Adi Godrej, Chairman be improved. This survey Managerial Personnel (KMP), Emeritus and Ms Nisaba included four sections on the and other employees is Godrej, Chairperson & basis of which feedback and attached as Annexure ‘B’. Managing Director, voluntarily suggestions were compiled: The Company’s total rewards waived off their remuneration framework aims at holistically • Board Processes for the year 2020-21 due to using elements such as fixed • Individual Committees the lockdown imposed by the and variable compensation, • Individual Board Government of India and the long-term incentives, benefits Members likely impact of the same on and perquisites, and non- • Chairperson the Company’s performance. compensation elements Mr Vivek Gambhir, who The criteria for Board (career development, work–life resigned during the year, processes included Board balance, and recognition). received remuneration for composition, strategic The Non-Executive Directors the period till he acted as a orientation and team dynamics. receive sitting fees and director in the Company. Evaluation of each of the commission in accordance Board Committees covered with the provisions of the J. Performance Evaluation of whether they have well-defined Companies Act, 2013.