Dear Members,
Your Directors, with great pleasure, present the Annual and Integrated Report for the
year ended March 31, 2022.
1. Results of Our Operations
The financial performance of your company for the fiscal year under review is given
below.
An overview of the performance of the company's subsidiaries in various geographies is
given separately in the Board's Report.
The shareholders may also refer to the Management Discussion and Analysis section,
which gives more details on the functioning of the company.
|
|
Rs. (Crore) |
| Financials: Abridged Profit and Loss Statement |
Consolidated |
Standalone |
|
March 31, 2022 |
March 31, 2021 |
March 31, 2022 |
March 31, 2021 |
| Total revenue from operations |
12,276.50 |
11,028.62 |
6,951.56 |
6,254.33 |
| Other income |
89.71 |
67.07 |
69.18 |
64.74 |
| Total income |
12,366.21 |
11,095.69 |
7,020.74 |
6,319.07 |
| Total expenses, including depreciation and finance costs |
10,201.48 |
8,970.85 |
5,316.50 |
4,709.77 |
| Profit/loss before exceptional items, share of profit of equity accounted investees,
and tax |
2,164.73 |
2,124.84 |
1,704.24 |
1,609.30 |
| Exceptional items |
(9.75) |
(44.47) |
(58.21) |
(15.38) |
| Share of profit of equity accounted investees (net of income tax) |
0.28 |
(0.01) |
- |
- |
| Profit/loss before tax |
2,155.26 |
2,080.36 |
1,762.45 |
1,593.92 |
| Tax expense |
371.87 |
359.54 |
283.30 |
369.58 |
| Profit/loss after tax |
1,783.39 |
1,720.82 |
1,479.15 |
1,224.34 |
| Other comprehensive income |
376.56 |
(163.63) |
0.82 |
1.11 |
| Total comprehensive income attributable to owners of the company |
2,159.95 |
1,557.19 |
1,479.97 |
1,225.45 |
2. Dividend
A. Dividend Declared
The board did not declare any Interim Dividends during the fiscal year 2021-22 and also
has not recommended any final dividend for the fiscal year.
B. Dividend Distribution Policy
The Board of Directors adopted the Dividend Distribution Policy pursuant to the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations), which requires the top 1,000 listed companies (by
market capitalisation) to formulate the same. The company's Dividend Distribution Policy
may also be accessed through the following link [1].
3. Board of Directors
A. Number of Meetings
Four board meetings were held during the year. The details of the meetings and the
attendance record of the directors are given in the Corporate Governance section of the
Annual Report.
B. Changes in the Board of Directors
During the financial year, the Board at its meeting held on May 11,2021, appointed Mr.
Sudhir Sitapati as the Managing Director & CEO of the Company with effect from October
18, 2021, and the shareholder's approval for the same was received at the Annual General
meeting held on August 4, 2021. At the same meeting, the Board also approved the
continuation of Ms. Nisaba Godrej as Wholetime Director of the Company for the reminder of
her term i.e. till September 30, 2022.
Ms. Nisaba Godrej continues to be the Executive Chairperson of the Company as per the
prevailing regulations. Since the term of Ms. Nisaba Godrej as Whole time Director is
ending on September 30,
2022, the notice of the Annual General Meeting contains a resolution for her
reappointment for a further period of five years with effect from October 1, 2022, for the
approval of shareholders.
Mr. Adi Godrej stepped down from the Board of Directors of the Company with effect from
September 30, 2021. He continues to be the Chairman Emeritus of the Company.
The Board of Directors places on record their sincere appreciation for his vision and
guidance that has helped shape and transform our company.
Mr. Aman Mehta's second term as Independent Director ended on August 31,2021. The Board
of Directors places on record their sincere appreciation of the contribution made by Mr.
Mehta during his tenure on the Board.
In the forthcoming AGM, Mr. Jamshyd Godrej and Ms. Tanya Dubash will retire by
rotation, and being eligible, they will be considered for reappointment as per the
provisions of Companies Act, 2013, Listing Regulations and Articles of Association of the
Company.
C. Audit Committee of the Board of Directors
Your Company has an Audit Committee in compliance with Section 177 of the Companies
Act, 2013 and Regulation 18 of Listing Regulations. The tenure of Mr. Aman Mehta completed
on August 31, 2021, and subsequently Mr. Sumeet Narang has been appointed as the Chairman
of the Committee with effect from September 1,2021. The Committee now consists of
following Directors, viz., Mr. Sumeet Narang, Chairman of the Committee, and, Mr. Narendra
Ambwani, Dr. Omkar Goswami, Ms. Ireena Vittal,
Ms. Ndidi Nwuneli,
Ms. Pippa Armerding,
Mr. Pirojsha Godrej, all being members of the Committee.
D. Declaration from Independent Directors
All the Independent Directors have given their declaration confirming that they meet
the criteria of independence as prescribed under the provisions of the Companies Act, 2013
and the Listing Regulations, and the same has been noted by the Board of Directors. The
Independent Directors also confirmed the compliance with the code of conduct for directors
and senior management.
E. Familiarisation Programmes
During the year, the Independent Directors were familiarised with the Annual Operating
Plan for the fiscal year 2021-22. Additionally, at all the Board meetings, detailed
presentations covering business performance and financial updates were made. The
programmes were conducted by the members of the company management. The details of the
same are available on the website of the company and can be accessed through the following
link[2].
F. Board Diversity Policy
The company has in place a Board Diversity Policy, which is attached as Annexure 'A'.
The criteria for determining qualification, positive attributes, and independence of
Directors are as per the Board Diversity Policy, Listing Regulations, and the Companies
Act, 2013.
G. Remuneration Policy
The company's Remuneration Policy for Directors, Key Managerial Personnel (KMP), and
other employees is attached as Annexure 'B'.
The company's total rewards framework aims at holistically using elements such as fixed
and variable compensation, long-term incentives, benefits and perquisites, and
noncompensation elements (career development, work-life balance, and recognition).
The Non-executive Directors receive sitting fees and commission in accordance with the
provisions of the Companies Act, 2013.
H. Remuneration to Directors
The remuneration of Directors is in accordance with the Remuneration Policy formulated
in accordance with various rules and regulations for the time being in force.
The disclosure on the details of remuneration to Directors and other employees pursuant
to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is given under Annexure 'C'. With respect to the
information under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, members may request the same by sending an email to
the company at investor. relations@godreicp.com from their registered email
address, quoting their name and folio number.
I. Performance Evaluation of the Board of Directors, its Individual Members, and its
Committees
We conducted a formal Board effectiveness review, as part of our efforts to evaluate
the performance of our Board and identify areas that need improvement to enhance the
effectiveness of the Board, its Committees, and Individual Directors. This was in line
with the requirements of the Companies Act, 2013 and the Listing Regulations.
The Corporate Human Resources team of Godrej Industries Limited and Associate Companies
worked directly with the Chairperson and the Nomination and Remuneration Committee of the
Board to design and execute this process. It was later adopted by the Board.
Each board member completed a confidential online questionnaire, sharing vital feedback
on how the Board currently operates and how its effectiveness could be improved. This
survey included four sections on the basis of which feedback and suggestions were
compiled:
• Board Processes
• Individual Committees
• Individual Board Members
• Chairperson
The criteria for Board processes included Board composition, strategic orientation, and
team dynamics. Evaluation of each of the Board Committees covered whether they have
well-defined objectives and the correct composition and whether they achieved their
objectives. The criteria for Individual Board Members included skills, experience, level
of preparedness, attendance, extent of contribution to Board debates and discussions, and
how each Director leveraged their expertise and networks to meaningfully contribute to the
company. The criteria for the Chairperson's evaluation included leadership style and
conduct of Board meetings.
The performance evaluation criteria for Independent Directors included a check on their
fulfilment of the independence criteria and their independence from the management.
The following reports were created as part of the evaluation:
• Board Feedback Report
• Individual Board Member Feedback Report
• Chairperson's Feedback Report
The overall board feedback was facilitated by Ms. Ireena Vittal with the Independent
Directors. The Directors put forth their views regarding the Board functioning effectively
and identified areas that showed scope for improvement. Feedback from the Committees and
Individual Board Members was shared with the Chairperson. Following her evaluation, a
Chairperson's Feedback Report was compiled.
J Directors' Responsibility Statement
Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013,
your Directors, based on the representation received from the Operating Management and
after due inquiry, confirm the following points:
a) In the preparation of annual accounts, the applicable accounting standards have been
followed and no material departures have been made from the same.
b) They have selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent to give a true and fair view of
the state of affairs of the company at the end of the fiscal year and ofthe profit ofthe
company for that period.
c) They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities.
d) They have prepared the annual accounts on a going concern basis.
e) They have laid down internal financial controls to be followed by the company, and
such internal financial controls are adequate and operating effectively.
f) They have devised a proper system to ensure compliance with the provisions of all
applicable laws, and this system is adequate and operating effectively.
4. Transfer to Investor Education and Protection Fund
In accordance with the applicable provisions of the Companies Act, 2013 read with
Investor Education and Protection Fund (Accounting,
Audit, Transfer, and Refund) Rules, 2016 (lEPF Rules), all unclaimed dividends are
required to be transferred by the company to the IEPF after completion of 7 years.
Further, according to IEPF Rules, the shares on which dividend has not been claimed by the
shareholders for 7 consecutive years or more shall be transferred to the demat account of
the IEPF authority. Accordingly, ' 1,25,06,051 unpaid/unclaimed dividends were transferred
during the financial year 2021-22 to IEPF. No shares were required to be transferred
during the current year.
The company has appointed a Nodal Officer and Deputy Nodal Officers under the
provisions of IEPF Regulations, the details of which are available on the company website
and can be accessed through the following link[3].
The company has uploaded the details of unpaid and unclaimed amounts lying with the
company as on March 31, 2021, on the company website, which can be accessed through the
following link[4]. The details of unpaid and unclaimed amounts lying with the
company as on March 31, 2022, will be available on the same link within 60 days of the
AGM.
5. Finance
A. Loans, Guarantees, and Investments
The details of loans, guarantees, and investments as required by the provisions of
Section 186 of the Companies Act, 2013 and the rules made thereunder are set out in the
Notes to the Standalone Financial Statements of the company.
B. Related Party Transactions
In compliance with the Listing Regulations, the company has a Policy for Transactions
with Related Parties (RPT Policy).
The RPT Policy is available on the company website and can be accessed through the
following link[5].
Apart from the Related Party Transactions in the ordinary course of business and on
arm's length basis, the details of which are given in the Notes to Financial Statements,
no other Related Party Transactions require disclosure in the Board's Report for complying
with Section 134(3) (h) of the Companies Act, 2013. Therefore, the disclosure of Related
Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form
AOC-2 is not applicable.
6. Subsidiaries,
Associates, and Joint Venture
During the year, the following companies ceased to be the subsidiaries of your company:
• Style Industries Uganda Limited on account of its voluntary dissolution with
effect from August 3, 2021.
• Indovest Capital on account of its voluntary dissolution with effect from
December 27, 2021.
During the year, Bhabani Blunt Hair Dressing Private Limited has ceased to be an
associate of your company with effect from February 14, 2022.
Furthermore, Godrej Consumer Care Limited was incorporated as a wholly owned subsidiary
of your company on January 4, 2022.
A. Report on the Performance of Subsidiaries and Associates
The details of the cluster-wise performance are given below:
Indonesia
The fiscal year 2022 was a challenging one for Indonesia, with the Covid-19 pandemic
challenging the business environment through the year. The overall business top line
declined at 4 percent in INR terms (5 percent decline in constant currency), but flat over
a 2 year period. Despite a challenging year with tough macros in Indonesia, we focused on
strengthening the fundamentals for the future. Saniter continued to make strong forays
with Saniter Aerosol becoming the product of choice during the Covid waves. HIT had muted
growth as the category slowdown continued. Air Fresheners showed strong growth with the
Home care segment showing a strong recovery.
We faced strong headwinds in our Baby wipes segment, with signiflcantly heightened
competitive intensity from new / smaller players, however, have started to clawback share.
We also signiflcantly accelerated our Go-To-Market efforts with strong distribution
expansion in General Trade, continued to strengthen our in-store execution in Modern Trade
and also doubled down into ecommerce.
We also continued our focus on cost savings to fuel our growth investments, fleld macro
environment & also strengthen profltability. We will continue to focus sharply on
category development with breakthrough innovation, strong brand building and strengthening
GTM.
Africa, the Middle East, and the USA
The flscal year 2022 witnessed continued strong growth for our Africa, Middle East, and
US business cluster. The overall business top line grew by 22 per cent in constant
currency terms. West and South clusters grew strongly at a break-out pace of 36 and 17 per
cent in constant currencyterms. US market also delivered 8 per cent growth in constant
currency terms, though over a small base, despite various macro challenges. We faced
signiflcant cost headwinds across markets - input cost increases, adverse forex movement,
& continued tendency of consumers to shift away from value-added products resulting in
adverse portfolio mix. However, our robust cost optimization programs and timely price
increases helped in maintaining EBITDA margins in line with previous year. Overall,
despite a challenging year, we focused on strengthening the fundamentals for future. We
witnessed continued momentum on braid premiumization in South Africa. We grew strongly in
the newly launched HI category in Nigeria and strengthened our US ethnic hair fashion
portfolio by expanding our partnership to Target in addition to Walmart. We also
signiflcantly accelerated our GTM efforts in Nigeria, particularly last mile distribution
through van model. Going forward, our focus would be to strengthen last mile distribution
across markets (including the salon channel), continue improving margins by driving
operational excellence, strengthening our portfolio, investing in the consumer, &
accelerating Wet Hair / FMCG growth. We will maintain laser sharp focus on strong
governance controls and maintain an unrelenting focus on employee / consumer safety.
Latin America
Our Latin America cluster closed a strong year in a challenging environment. Net Sales
(INR) grew 15 percent while EBITDA grew at 33 percent versus last year.
Argentina business closed another year of profltable growth. In a context of COVID
restrictions and lockdowns, the team delivered a Top Line growth of 45 percent in constant
currency (21 percent in INR), driven by Go-To- Market Improvements, COMEX expansion and
Innovation. EBITDA grew 50 percent in constant currency (24 percent in INR) achieving an
EBITDA margin of 15 percent in constant currency. Proflt improvements were also driven by
a healthy NWC reduction.
Our Chile business grew Net Sales at 5 percent CC (4 percent in INR) driven by a strong
performance of Hair Color, Hair Removal and Traditional Channel. EBITDA grew by 50 percent
in CC (49 percent in INR) driven by efflciencies and better absorption of flxed costs.
Looking ahead, we will continue focusing on profltable growth and working capital
management to strengthen our Latin America businesses.
B. Policy on Material Subsidiaries
In compliance with the Listing Regulations, the Board has adopted a policy for
determining material subsidiaries. This policy is available on the company website and can
be accessed through the following link[6].
C. Financial Performance
A statement containing the salient features of the financial statements of
subsidiary/joint venture/associate companies, of the company in the prescribed Form AOC-1,
a part of consolidated financial statements (CFSs) in compliance with Section 129(3) and
other applicable provisions, if any, of the Act read with Rule 5 of the Companies
(Accounts) Rules, 2014.
The said form also highlights the financial performance of each of the subsidiaries and
joint venture companies included in the CFS of the company pursuant to Rule 8(1) of the
Companies (Accounts) Rules, 2014.
7. Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal)
Act, 2013
Your company has complied with the provisions relating to the constitution of the
Internal Committee in compliance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition, and Redressal) Act, 2013, to consider and resolve all sexual
harassment complaints reported by women. During the year, awareness regarding sexual
harassment among employees was created through emails to employees. There were two
complaints reported during the calendar year 2021, and accordingly, the committee has
filed the complaint report with the concerned authorities in accordance with Section 22 of
the aforementioned Act.
8. Talent Management and Succession Planning
Your company has the talent management process in place with the objective of
developing a robust talent pipeline for the organisation, which includes the senior
leadership team. As part of the talent process, we identify critical positions and assess
the succession coverage for them annually. During this process, we also review the supply
of talent, identify high- potential employees, and plan talent actions to meet the
organisation's talent objectives. We continue to deploy leadership development initiatives
to build succession for key roles.
9. Annual Return
In compliance with the provisions Section 134(3)(a) of the Companies Act, 2013, the
Annual Return as per Section 93(3) of the Companies Act, 2013, is available on the company
website, which can be accessed through the following link[7].
10. Risk Management
The company has a well-defined process in place to ensure appropriate identification
and mitigation of risks. The Risk Management Committee of the company has been entrusted
by the Board with the responsibility of identification and mitigation plans for the 'Risks
that Matter'.
Elements of risks to the company are listed in the Management Discussion and Analysis
section of the Annual and Integrated Report.
11. Vigil Mechanism
Your company has adopted a Whistle Blower Policy as a part of its vigil mechanism.
The purpose of the policy is to enable any person (employees, customers, or vendors) to
raise concerns regarding unacceptable improper practices and/or any unethical practices in
the organisation without the knowledge of the management. All employees shall be protected
from any adverse action for reporting any unacceptable or improper practice and/or any
unethical practice, fraud, or violation of any law, rule, or regulation.
This policy is also applicable to the directors of the company.
Mr. V Swaminathan, Head Corporate Audit and Assurance, has been appointed as the
Whistle Blowing Officer, and his contact details have been mentioned in the policy.
Furthermore, employees are free to communicate their complaints directly to the
Chairman/Member of the Audit Committee, as stated in the policy. The policy is available
on the internal employee portal, and the company website and can be accessed through the
following link[8].
The Audit Committee reviews reports made under this policy and implements corrective
actions, wherever necessary.
12. Annexures
A. Disclosure on Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings, and Outgo
Annexure 'D' of this report provides information on the conservation of energy,
technology absorption, foreign exchange earnings, and outgo required under Section 134(3)
(m) of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014, which forms a part of the Board's
Report.
B. Corporate Social Responsibility
The corporate social responsibility (CSR) Policy is available on the company website
under the following link[9]. The CSR Report, along with details of CSR
projects, are provided in Annexure 'E' of this report.
C. Employee Stock Option Scheme
The company has a stock option scheme named as 'Employee Stock Grant Scheme, 2011'. The
number and the resulting value of stock grants to be given to eligible employees are
decided by the Nomination and Remuneration Committee, which are based on the closing
market price on the date of the grants.
The grants vest in one or more tranches as per the decision of the Nomination and
Remuneration Committee with a minimum vesting period of 1 year from the grant date. Upon
vesting, the eligible employee can exercise the grants and acquire equivalent shares of
the face value of 1. The difference between the market price at the time of grants and
that on the date of exercise is the gross gain/loss to the employee. The details of the
grants allotted under the Godrej Consumer Products Limited Employee Stock Grant Scheme,
2011 and the disclosures in compliance with Share Based Employee Benefits (SEBI)
Regulations, 2014 and Section 62 1 (b) read with Rule 12 (9) of the Companies (Share
Capital and Debentures) Rules, 2014 are set out in Annexure 'F'. Your company has
not given a loan to any person under any scheme for or in connection with the subscription
or purchase of shares in the company or the holding company. Hence, there are no
disclosures on voting rights not directly exercised by the employees.
13. Listing
The shares of your company are listed on the BSE Limited and National Stock Exchange of
India Limited. The applicable annual listing fees have been paid to the stock exchanges
before the due dates. Your company is also listed on the Futures and Options Segment of
the National Stock Exchange of India.
14. Business Responsibility Report
Pursuant to Regulation 34 of the Listing Regulations, the Business Responsibility
Report highlighting the initiatives taken by the company in the areas of environment,
social, economics, and governance is available on the website of the company and can be
accessed through the following link[10].
15. Auditors and Auditors' Report
A. Statutory Auditors
In accordance with Section 139 of the Companies Act, 2013 and the rules made
thereunder, M/s. B S R and Co. LLP, Chartered Accountants (Firm Regn. No.
101248W/W-100022) have been appointed as the statutory auditor to hold the office from the
conclusion of the 17th AGM on July 31,2017, until the conclusion of the 22nd
AGM in the year 2022 at a remuneration as may be approved by the Board. As the first
5-year term of the statutory auditors will be completed at this AGM, and the company has
received an eligibility letter for their appointment for the second term of 5 years, a
resolution for their reappointment for the second term has been included in the Notice of
AGM for the approval of shareholders.
B. Cost Auditors
The company is maintaining requisite cost records for its applicable products.
Pursuant to directions from the Department of Company Affairs, M/s. P.M. Nanabhoy and
Co., Cost Accountants, were appointed as cost auditors for the applicable products of the
company for the fiscal year 2021-22. They are required to submit the report to the Central
Government within 180 days of the end of the accounting year.
C. Secretarial Auditors
The Board had appointed M/s. A. N. Ramani and Co. Company Secretaries, to conduct a
secretarial audit for the fiscal year 2021-22. The Secretarial Audit Report for the fiscal
year that ended on March 31,2022, is attached herewith as Annexure 'G'. The
Secretarial Audit Report does not contain any qualification, reservation, or adverse
remark.
16. Corporate Governance
Pursuant to the Listing Regulations, the Report on Corporate Governance is included in
the Annual and Integrated Report. The Practising Company Secretary's Certificate
certifying the company's compliance with the requirements of corporate governance, in
terms of the Listing Regulations, is attached as Annexure 'H'.
17. Management Discussion and Analysis
Management Discussion and Analysis as stipulated under the Listing Regulations is
presented in a separate section forming a part of this Annual and Integrated Report. The
details pertaining to the internal financial control and its adequacy are also a part of
the Annual and Integrated Report.
18. Confirmations
a. Your company is in compliance with the applicable Secretarial Standards issued by
the Institute of Company Secretaries of India.
b. There have been no material changes and commitments affecting the financial position
of the company that have occurred between March 31, 2022, and the date of this Board's
Report.
c. There have been no instances of fraud reported by the auditors under Section 143
(12) of the Companies Act, 2013, and the rules framed thereunder, either to the company or
to the Central Government.
d. The company has not accepted any deposits from the public, and as such, no amount on
the account of principal or interest on deposits from the public was outstanding as on the
date of the balance sheet.
e. During the financial year 2021-22, there were no significant and material orders
passed by the regulators or courts or tribunals that can adversely impact the going
concern status of the company and its operations in the future.
19. Appreciation
Your Directors wish to extend their sincere thanks to the employees of the company,
central and state governments, as well as government agencies, banks, customers,
shareholders, vendors, and other related organisations that have helped in your company's
progress, as partners, through their continued support and co-operation.
For and on behalf of the Board of Directors
Nisaba Godrej
Executive Chairperson.
|