GCPL Annual Report 201819
GCPL Annual Report 201819
Integrated Reporting 3
Our Company 4
Board of Directors 6
Other Disclosures 26
02 STATUTORY REPORTS
03 FINANCIAL STATEMENTS
Standalone 182
Consolidated 241
INTEGRATED REPORTING
At Godrej Consumer Products Limited (GCPL), we have been publishing a statutory Annual Report, in line with the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; Companies Act, 2013;
and Secretarial Standards. Since fiscal year 2015-16, we have also been publishing a Global Sustainability Report, which
follows the Global Reporting Initiative (GRI) framework. This year, we have transitioned to Integrated Reporting, in line
with the International Integrated Reporting Council (IIRC) framework.
Through integrated reporting, we aim to share an overview of Regular and meaningful conversations with our primary
our financial and non-financial performance that has helped stakeholders have helped us identify and monitor our
create short-term and long-term value for our stakeholders. material issues and business risks. The GCPL Risk
This report provides insights on: Committee, along with strategy and business teams, keeps
• Material issues and our operating context a close watch on the latest trends to proactively identify and
• Governance structure work on mitigation strategies and growth opportunities.
• Our key strategies
• Our approach to value creation within each of the capitals
• Our performance against identified KPIs
• Interconnectedness between our material issues, Management committee
strategies, performance, and value creation endorsement and assurance
• Financial and statutory reports
At the meeting held on October 10, 2018, the GCPL
Management Committee recommended that we adopt the
Integrated Reporting framework for our Annual Report. The
Reporting period Management Committee has been involved in the process of
drafting this report and fully endorses its contents.
All information, financial and non-financial, is reported for
the period from April 1, 2018 to March 31, 2019. For our
performance on sustainability, we have also incorporated
comparative figures for the previous year (fiscal year
2017-18) and baseline year (fiscal year 2010-11 except for
statutory financials), for a holistic view.
3
OUR COMPANY
Godrej Consumer Products is a leading emerging markets We rank among the largest household insecticide and hair
company. As part of the over 122-year young Godrej Group, care players in emerging markets. In household insecticides,
we are fortunate to have a proud legacy built on the strong we are the leader in India and Indonesia and are expanding
values of trust, integrity and respect for others. At the same our footprint in Africa. We are the leader in serving the hair
time, we are growing fast and have exciting, ambitious care needs of women of African descent, the number one
aspirations. player in hair colour in India and Sub Saharan Africa, and
among the leading players in Latin America. We rank number
Today, our Group enjoys the patronage of 1.15 billion two in soaps in India, are the number one player in air
consumers globally, across different businesses. In line with fresheners in India and Indonesia, and a leader in wet tissues
our 3 by 3 approach to international expansion at Godrej in Indonesia.
Consumer Products, we are building a presence in three
emerging markets (Asia, Africa and Latin America) across But for us, it is very important that besides our strong
three categories (home care, personal care and hair care). financial performance and innovative, much-loved products,
4
Our Company Statutory Reports Financial Statements
5
BOARD OF DIRECTORS
Vivek Gambhir
Managing Director
Pirojsha Godrej
& CEO
Non-Executive Director
Board Committees
6
Board of Directors Statutory Reports Financial Statements
Bharat Doshi
Ireena Vittal
Independent Director
Independent Director
7
8
A message from Nisaba Godrej Statutory Reports Financial Statements
A MESSAGE FROM
NISABA GODREJ
Dear shareholders, We are ramping up our innovation pipeline and finding
new and exciting ways to delight our consumers with
I am pleased to share with you, our first integrated and differentiated, superior quality and affordable products.
annual report. It details our strategic approach and how Design thinking is core to our approach and we are using
we aim to create sustainable value for all our stakeholders. empathy, rapid prototyping and visualisation to reimagine
You can read more about this, and the resultant outcomes our brands and portfolios.
and impact, in the subsequent sections. We will continue to
adhere to strong standards of governance and provide you Alongside this, we are building capabilities in Research
with updates on our company and performance, both through & Development and Design, and collaborating with
this report and other forums. different global partners to tap into emerging, cutting-edge
technologies. Through advanced analytics and digital, we
At GCPL, we are very inspired and excited by our purpose are transforming our approach to marketing, go-to-market
of bringing the goodness of health and beauty to consumers and supply chain, and becoming more future-ready.
in emerging markets. This is what guides our choices as
we build a leading FMCG player in Asia, Africa and Latin The Godrej Way (which is what we call our values) is at
America. We believe there is tremendous opportunity to the heart of all that we do. This is our most powerful and
leverage our global category insights and unique multi-local differentiated asset; it is what grounds us and makes us
approach to create long-term growth in the countries where who we are. We will continue to use this as our cultural
we do business. More importantly, we can do so while cornerstone, and you will continue to see it reflected as we
helping solve significant global problems, including protecting grow and evolve as a company.
consumers from vector borne diseases. We are fortunate
to draw from the incredible 122-year legacy of the Godrej This message would not be complete without a big thank
Group, deeply rooted in sustainability and giving back to our you to our passionate team members across the globe, who
communities. We are taking this forward by creating shared are building a stronger, more purposeful GCPL every day.
value through our Good & Green commitments. To all our customers, business partners, shareholders,
investors and communities, my sincere gratitude for your
Fiscal year 2018-19 was a mixed bag. While we continued trust and support through the years. At Godrej, we often
to put strong building blocks in place for the future through say that we are only as good as what we do next. So, I look
investments in innovation, people and digital, our overall forward to your continued partnership as we craft the best
performance fell short of our aspirations. We are taking a years of GCPL.
number of corrective actions to address this in the months
ahead. Our teams are deeply committed to driving these
efforts. They continue to show admirable resilience and agility
in responding to the macroeconomic challenges in many of
our geographies. I am confident that together, we will deliver Nisaba Godrej
a stronger fiscal year 2019-20. Executive Chairperson
9
10
In conversation with Vivek Gambhir Statutory Reports Financial Statements
IN CONVERSATION
WITH VIVEK GAMBHIR
Tell us about the GCPL purpose and why this is terms of financial results, we fell short of our expectations.
important. While we continued to deliver strong profits and increased
At GCPL, we are united and inspired by our shared profit margins to industry leading levels, it was a challenging
purpose of ‘Bringing the goodness of health and beauty to year for top line growth. Our soaps, hair colour and air
consumers in emerging markets’. Together with our values freshener categories performed relatively well. However, our
of Trust, Be Bold, Own It, Create Delight, Be Humble and largest category, Household Insecticides, was significantly
Show Respect, this makes up ‘The Godrej Way’ - the cultural impacted by a surge in illegal and unsafe mosquito incense
cornerstone that guides our choices and actions. It defines sticks, and an unfavourable season. We are taking numerous
why we exist as a company, how we add value and how we corrective actions to recover our performance over the
bring meaning to what we do. next year.
There is a perceptible shift today in what our employees, This has been an active year on innovations, with multiple
customers and investors expect from us as a business. Of new products launched across categories. Godrej protekt
course, we must meet growth targets and objectives, but mr. magic handwash is the first ever powder-to-liquid
more importantly, we must do so while ensuring we do good handwash, designed to be more environmentally sustainable,
for our communities and the environment – placing people while also democratising the low penetrated handwash
and planet alongside profit, as we say at Godrej. category. We extended our Cinthol portfolio to foray into the
growing male grooming category, with a range of multi-benefit
People want to work at companies where they find meaning products for the face, body, hair and beard. Through Godrej
and are making a difference, while also growing in their Nupur Natural Henna Based Hair Colour, we are extending
careers. Consumers want great quality and affordable prices, our strong henna play to the herbal-based powder hair colour
but they also want to spend on brands that are committed to segment. In Goodknight, we introduced Power Chip, an
larger causes. Investors are increasingly seeing more stable, electric solution infused with unique gel technology, a higher
long-term returns associated with companies with holistic, efficacy liquid vapouriser and 100 per cent natural mosquito
responsible world views. repellent incense sticks.
11
We are democratising categories and
making superior quality, delightfully
designed products available at
affordable prices.
a lot of building blocks in place to scale up this business. In Your Indonesia business is turning around after a
fact, our largest investment as a company, of ₹4,000 crore, difficult couple of years. Tell us more about this.
is in Africa. We are confident that these focused efforts and Our Indonesia business has picked up its growth momentum
strong on-ground execution will translate into stronger top and is outperforming the industry in a tough macroeconomic
line and bottom line growth. environment. The team has worked on a range of levers to
drive this turnaround, and responded well to the competitive
The acquisition of Strength of Nature in the USA catapulted intensity and challenging market conditions.
us to become one of the largest global players in hair
care for women of African descent. Today, this category It is encouraging to see the improvement in our household
contributes to 21 per cent of our revenues. However, it is still insecticides business, where our HIT brand, the category
very underserved in product innovation and brand delight, leader, continues to gain market share. We are driving a strong
opening up a significant opportunity for us to leverage our focus on brand building, ramping up our innovation pipeline
skills and drive global leadership. and investing in marketing and trade promotion, across
categories. Some of our recent launches like HIT anti roach
Brand building and innovation are critical priorities. Over the spray, cross pollinated from India to expand our presence in
last year, we rolled out an extensive relaunch of our Darling Household Insecticides, and the HIT Magic Expert Piramida
brand, the leader in hair extensions in the subcontinent. (a paper-based mosquito repellent) introduced to disrupt the
We developed a new brand architecture and innovation coils segment, are being well received.
platforms, and refreshed our communication and digital
strategies to position Darling as more modern and fashion- The first leg of our extensive go-to-market transformation
forward. The brand metrics are looking very favourable in has also started showing impact. Building this backbone
Kenya and Nigeria. We will continue driving focus on this is a multi-year investment and critical to driving stronger
relaunch to ensure pan-Africa success. performance in the years ahead.
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In conversation with Vivek Gambhir Statutory Reports Financial Statements
The number of new products launched annually in the last 2x lower than that in the previous year. Through this, and
2 years has doubled. New products launched in the last 5 with our investments in digital infrastructure and training, we
years account for over 20 per cent of the India business. are laying strong foundations to hold us in good stead in a
Innovation rates in India and Indonesia are 30 per cent and rapidly changing digital landscape.
50 per cent higher, respectively, than last year. Air Care, a
category that we launched in India in 2012, has evolved into Our Global Digi Cell brings together digital marketers
a fourth core category for us, globally. We are now leaders in from across geographies to share ideas and learning.
air fresheners in India and Indonesia. We are also building up We also partner with other internal and external teams
a strong focus in Hair Care for women of African origin, and on digital priorities.
are among the largest global players in this category.
We are leveraging relationships with global partners like
We have an integrated platform, RIDE (Research & Google, Facebook and Shopalyst to accelerate learning
Development + Innovation + Design + Expertise), to and experimentation. Last year, I joined some of our
streamline and expedite our innovation process. Our team members in immersive sessions at the Google
focused global innovation team offers design thinking and Facebook global headquarters and met a variety of
strategic input for brand architecture, enables cross- consumer-facing start-ups to build an understanding of
pollination and sharing, and evaluates patents and new digital-first thinking.
technologies in the consumer goods space.
As part of the focus to strengthen our digital ecosystem,
We are also investing in technology and skills. We have 70 per cent of our brand websites have been redesigned
a state-of-the-art global Research & Development (R&D) for improved consumer user experience, organic traffic
centre at our headquarters in Mumbai, supported by local and conversion. The average time spent on each site has
R&D centres in our different geographies. Our in-house improved significantly and bounce rate reduced due to more
global Design Lab integrates design thinking and transforms engaging content.
product capabilities. This is something that is normally
outsourced in FMCG, but we believe it is very strategic One noteworthy initiative is the Black Hair Hub, our
to have it internally. Through our different strategic global unbranded consumer website, dedicated to hair needs
partnerships, we are also leveraging various cutting-edge of women of African origin. It includes articles, images,
technologies and processes. and how-to videos to help and inspire and has been a big
success; 6,50,000 site visits over the year, over a million
page views, and 18 per cent of returning visitors. While
How are you leveraging digital in your business? this platform offers us the ability to talk about our brands,
We have accelerated our focus on becoming more ‘digitally our focus is on gaining an unvarnished perspective on
fit’. Our global digital partnerships, commitment to first-class consumers - the problems they face and the trends they are
online user experience and shift to consumer-driven content, interested in. Our ambition is for it to become the number
are showing encouraging results. We are tracking a 53 per one online hair resource for women of African origin.
cent increase in digital reach, and cost per engagement is
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Our hallmark has always been our
unique culture of trust, agility and
empowerment.
At the Black Box, our physical digital command centre We are rolling out a phased go-to-market transformation in
at our headquarters in Mumbai, we monitor live digital Indonesia. The first phase included streamlining and simplifying
activity across our brands, respond to issues and gather channel models, strengthening channel partnerships, improving
consumer insights. wholesale efficiency and indirect coverage.
To build up our focus on e-commerce, we have set up We are also using predictive analytics for better decision-
an e-commerce business for India with separate P&L making across different initiatives. In India, this enables
accountability. This structure will allow us to be more agile optimised trade spends for better returns, smaller cluster
and deliver the consumer focus required to win. In specific, localised planning and predictive suggestions for salespeople
we are targeting growth from e-commerce focused product on ground. We are trying to further optimise time spent and
innovation and digital native brands, in addition to our delivery routes through GPS-enabled maps. Across Africa, we
current portfolio. To enable this, we have a dedicated digital are using hand-held devices to expand coverage and improve
team, the E-Com Cell, a team of in-country e-commerce brand visibility. In Kenya, we have introduced sales bots for
specialists, charged with rapidly growing online sales. automated order booking, and in Nigeria, we are using analytics
to improve cross-selling and up-selling basis previous buying
patterns. In our USA business, Electronic Data Interchange
How are you rethinking your go-to-market helps improve connectivity with large retailers like Walmart and
approach? Target. Through our new analytics portal in Indonesia, team
Emerging markets will power global consumption and members can track and optimise key imperatives.
growth over the next couple of decades. This is why we
have centred our growth strategy on these markets and in Our different partner engagement programmes with distributors
particular, the emergent consuming class. As incomes rise, in India and Indonesia and salon partners in Africa are helping
purchasing power improves and these markets mature, new build stronger connect and drive common goals.
distribution systems are enabling greater reach. To leverage
this, we are ramping up our go-to-market strategy and reach
across geographies. Tell us about the work you are doing in next gen
automation in supply chain.
Direct distribution reach in India has improved to 1.3 million We are exploring a lot of exciting opportunities in Industry 4.0
outlets. Our ‘Rural One’ focus and specific rural demand and making longer-term investments in next gen automation
influencing programmes resulted in rural growth being over and capabilities to build a more dynamic global supply chain.
2x of that in urban traditional trade. Middle India (cities We are leveraging the Internet of Things in manufacturing
with a population between 1,00,000 and 10,00,000) is an and logistics. We are also exploring opportunities in agile
emerging focus to drive higher growth. We are also focusing manufacturing through smart automation and robotics.
more intensely on outlet segmentation, shopper insights and Through this, we are already seeing very encouraging results
a differential service approach for channels such as modern in better productivity, greater accuracy, safety and efficiency.
trade, chemists, wholesalers and cash & carry.
14
In conversation with Vivek Gambhir Statutory Reports Financial Statements
We continue to implement best practices across To build a stronger culture of experimentation and idea
geographies and are trying to become more agile in generation, we launched ‘I Am Ardeshir’, a large-scale
responding to constantly changing consumer demand. innovation challenge named after our founder, Ardeshir
Given our focus on agile fulfilment, we are mapping Godrej, for Godrejites and our key external partners. It
cutting-edge replenishment practices. Our significantly was a big success and threw open several new ideas for
high fill rates for key geographies are industry benchmarks. consideration. We are also trying to incorporate much more
We are also finding ways to improve the ‘freshness’ of rapid prototyping and experimentation in how we approach
our products, like the project on bar coding shippers in different processes.
India, which has helped improve logistics and product
traceability.
What are you doing to foster a more inclusive
GCPL?
What are some of the steps taken to strengthen the Becoming more diverse and inclusive is critical to realising
culture at GCPL? our ambition of being a leading multi-local FMCG player.
Our hallmark has always been our unique culture of trust, We are building diversity in different ways - through our
agility and empowerment. This is core to who we are and businesses and teams that work across different continents,
how we do business. Most of our international growth in the future-ready skills of digital, design, analytics,
has been through acquisitions and, unlike traditional consumer insights, research and innovation, and how we
multinationals, we have a multi-local operating model, adapt people policies and processes. We have clearly
centred on values-based partnering and operational articulated diversity goals, which are tracked by the Diversity
autonomy at the local level. This helps sustain the Council for the Godrej Group, which meets every quarter.
agile, entrepreneurial spirit that made these companies
successful, while providing the benefits of processes Developing more women leaders and building equal gender
and scale that GCPL brings. Continuing to successfully representation in our teams is a key priority. Over the last
strike this balance, even as we become larger and more few years, the percentage of women in GCPL has increased
complex, is critical. We are building stronger collaboration to ~26 per cent and the percentage of women in senior
across geography cluster and function teams through leadership (Vice President and above) to ~19 per cent today.
shared accountability and clearly defined ways of working.
We continue to review our policies and infrastructure to
Project Nimble is a self-managed team of young leaders create a more enabling workplace for women. Through
who work on ideas across functions to make GCPL more Careers 2.0, our second careers programme, we provide
agile. As part of the 10xers Programme, cross-functional women who have taken a career break a chance to return
teams work on challenging business-critical projects in to the workplace. Multiple flexible work, part-time, and
Finance, HR, Planning, Marketing and Analytics. Both are work from home options help women manage time more
great examples of how we are engaging young leaders to effectively. Our Caregiver Travel Policy enables new mothers
take accountability and drive change. to bring a caregiver and children up to a year old for
necessary work-related travel.
15
As leaders in household insecticides,
we believe it is important that we
partner the Government of India in the
pledge to eliminate malaria by 2030.
Our commitment to diversity extends to our board of playing our part in creating a more inclusive and greener
directors as well. The number of women on the GCPL board planet. This is guided by our ‘shared value’ approach which
has increased from one in 2007 to five today. We are very links business success to social progress.
proud that along with Godrej Agrovet, GCPL has the most
women directors in any Indian listed company. We have aligned our sustainability initiatives with the United
Nations’ Sustainable Development Goals, the Government
We see tremendous opportunity in leveraging cultural of India’s social development priorities, and the needs of our
diversity as we build up our business in Sub Saharan Africa. local communities. Our CSR Committee regularly reviews
We have set up a separate Diversity Champions Council, and provides strategic inputs on these programmes.
specific to the subcontinent, that spearheads targeted
interactive sessions to build appreciation and awareness. Skilling youth is high on our agenda. We collaborate
with non-profit organisations and social enterprises on
Our well-defined equal opportunity policy and a gender employability training programmes in beauty and hair care
neutral anti-harassment policy protect the rights of our for young people from low-income communities. Since
lesbian, gay, bisexual, transgender, queer and intersex fiscal year 2013, we have trained 3,05,101 youth in India
(LGBTQI) team members. We have extended medical and Kenya in skills that will enhance their earning potential.
benefits like hospitalisation cover to domestic partners of An independent impact assessment of Salon-i, our flagship
Godrejites. This also covers same sex dependents, AIDS vocational training programme for women in hair and beauty,
patients and fertility treatments. Our adoption policy is showed that over half our trainees take up employment
designed with a gender neutral primary caregiver in mind. and over a quarter work from home in beauty-related
trades. The Social Return on Investment (SROI) study of
We recently introduced a Gender Affirmation Policy for our our Beautypreneur programme on beauty and wellness
team members who wish to undergo gender transition. We entrepreneurship for women, measured an overall social
are also reviewing amenities and infrastructure facilities for return of ₹6.46 on the programme for every rupee invested.
LGBTQI team members. In December 2018, we launched
a ‘Manifesto for Trans Inclusion in the Indian Workplace’. Environmental sustainability is key to our manufacturing
Through this, we aim to bring to light the position and processes and supply chain. We are implementing several
circumstances of trans people in Indian society, and how initiatives to reduce specific energy and water consumption
corporate India can take action to better them. across our manufacturing locations. We have also set
targets for improvement on environmental aspects, including
achieving zero waste to landfill and carbon neutrality.
GCPL has always had a strong sustainability focus. In addition to these Green targets, we have identified
What are you doing to enhance this? sustainable packaging targets for our India business. By
We are fortunate to be part of the Godrej Group, with a fiscal year 2025, we aim to reduce packaging consumption
strong legacy of actively championing social responsibility per unit of production by 20 per cent, have 100 per cent of
and being deeply committed to driving social progress in packaging material as recyclable, reusable, recoverable or
our communities. Through ‘Godrej Good & Green’ we are
16
In conversation with Vivek Gambhir Statutory Reports Financial Statements
compostable, and use at least 10 per cent post-consumer What do you think you could have done better last
recycled content in plastic packaging. year?
We remain steadfast in our journey to be a leading FMCG
Our efforts on solid waste management extend beyond our player in emerging markets and to delight our consumers
manufacturing plants and immediate areas of operations, with affordable, high-quality and innovative products. This
to include local communities. We are partnering with year too, we continued to make good progress in putting
local municipal corporations and commissioning multiple many of the necessary building blocks in place. However,
community waste management projects across India. our top line growth in India in the second half of the year
was below our expectations. In Africa, we need to do better
To ensure that our sustainability commitments extend to drive more sustainable and consistent profitable growth.
across the value chain, we collaborate closely with In Latin America, we need to get more agile in navigating
our partners to drive sustainable practices across their the challenging environment. The potential of our portfolio
businesses as well. All GCPL suppliers are required to remains very exciting and the opportunities are tremendous.
align with our sustainable procurement policy. This draws We now need to ensure that we can fire on all cylinders.
from internationally recognised standards and details
our partnership expectations around integrity, human
rights, health and safety, environmental sustainability and What are your key priorities for the year ahead?
community development. We are committed to driving five key priorities to try to
become better as an organisation in our journey to become a
As leaders in household insecticides, we believe it is leading emerging markets focused multi-local FMCG player:
important that we partner the Government of India in the
pledge to eliminate malaria by 2030. In 2016, we launched 1. Reinvigorate top line and volume led growth and deliver
Project EMBED (Elimination of Mosquito Borne Endemic sustained profitable growth
Diseases) to improve the knowledge and awareness of 2. Step up our efforts on disruptive innovations
communities through behaviour change campaigns and 3. Instil a deeper sense of purpose in our brands and ways
empower them to take charge of their own protection. of working
EMBED currently addresses 45 per cent of the malaria 4. Better leverage the power of digital
burden in Madhya Pradhesh, a state with one of the highest 5. Sharpen our focus on developing and inspiring our key
burdens of malaria in India. The programme is spread talent
across nine districts, 3,000 villages, 7 lakh households, and
35 lakh people. Our internal data suggests that in Phase 1
districts, between 2015 and 2017, there has been a 70-86
per cent decrease in the Annual Parasitic Index (API) in
intervention villages, as compared to a 40-50 per cent
decrease in API in non-intervention villages.
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MANAGEMENT
DISCUSSION &
ANALYSIS
I. Our Business Model 20
BUSINESS
INPUTS PROCESS
Financial Capital
• Equity, profits re-invested,
PURPOSE
investments in assets, brands
To bring the goodness of health and
beauty to consumers in emerging
Manufactured Capital
markets
• Dispersed manufacturing clusters
• Global and local R&D centres
• Agile manufacturing through smart
automation and Internet of Things
VALUES
Intellectual Capital • Trust
• Strong legacy of the Godrej Group • Be Bold
• Strong portfolio of brands • Create Delight
• Investment in R&D • Own It
• Integrated RIDE platform to • Be Humble
develop innovative products
• Show Respect
• Unique consumer insights though
advanced predictive analytics
• Digital command centre
VISION
Human Capital
• Skilled manpower across To be the leading emerging markets
functions focused multi-local FMCG player
• Investment in training and
development
• Prioritising safety
• Fostering diversity & inclusion
STRATEGY
Social & Relationship Capital • 3x3 approach
• Consumer engagement models
• Multi-local approach
• Partnerships with suppliers,
retailers, distributors and • 7 Strategic Pillars:
wholesalers -- Extending leadership in our core categories
• Investment in CSR and community and geographies
engagement initiatives -- Accelerating innovation and building
purposeful brands
Natural Capital -- Leveraging digital
• Sourcing and investment in -- Enhancing go-to-market
renewable and non-renewable -- Making our supply chain best-in-class
raw materials for our products -- Fostering an inclusive, agile and
• Investments in green initiatives high-performance culture
-- Building a more inclusive and greener world
20
MD&A | Our Business Model Statutory Reports Financial Statements
OUTPUTS OUTCOMES
Financial Capital
• Comparable consolidated revenue • Leadership positions (market share) across
growth of 7% geographies; category penetration and
• Comparable consolidated net profit consumption rate
increase of 40%
• ₹15 per share of dividend paid to
For details see page 32-38
shareholders
Manufactured Capital
• India obsolescence reduced to
0.06% • Increased consumer reach
• Saved over ₹2.80 crore in FY19
through sustainable manufacturing
For details see page 74-77
Intellectual Capital
• New products launched in India in
the last 5 years contribute to over
20% of sales • Enhanced long-term value for all
• Innovation rates in India and stakeholders including shareholders,
Indonesia are 30% and 50% customers, consumers, suppliers,
higher, respectively, than the distributors, retailers and the community
previous year
• 53% increase in digital reach
For details see page 31, 49, 65,
73, 81, 93, 111
Human Capital
• Consistently rank high on best
places to work and internal
engagement surveys • Reduced fresh water use and emissions
• 26% women workforce; 19%
women in leadership For details see page 117 & 120
• 0 man days lost due to adverse
industrial relations • Wealth generated from waste
• 54,046 employees and contract
workers trained on safety
For details see page 118
• 0.54 injury rate
Natural Capital
• 457 MT hazardous waste
• 99.7% reduction in waste
generated/tonne production
• 10,000 MT waste/annum diverted
from landfill from community
projects in India
21
RISKS & OPPORTUNITIES
22
MD&A | Risks and Opportunities Statutory Reports Financial Statements
Our focus is to build leadership in three categories (home • Extending leadership in our core categories
care, hair care and personal care) and in 3 emerging and geographies
geographies (Asia, Africa and Latin America). Our Risk
Committee, along with regional business and finance teams, • Enhancing go-to-market
closely monitors the political economy of each geography to
respond and adapt to emerging situations. Our globalisation
strategy (called ‘3 by 3’) has been very deliberate. Guided by
this, over the last decade, we have created significant value
through M&A and established strong beachheads.
We take much pride in fostering an inspiring workplace with • Fostering an inclusive, agile and
an agile and high-performance culture to attract, develop high-performance culture
and retain the best global talent.
Our focus in manufacturing and supply chain is on becoming • Making our supply chain best-in-class
future-ready. We are exploring interesting opportunities
through Industry 4.0 and making future-ready investments to
ramp up our different processes. We have seen encouraging
results in improved productivity, greater accuracy, safety
and efficiency. We continue to introduce best practices
across geographies and are trying to become more agile in
responding to constantly changing consumer needs. Core
to our approach is how we build win-win relationships with
all our partners. We partner closely to ensure capability
development and alignment with our core values.
23
RISKS & OPPORTUNITIES
24
MD&A | Risks and Opportunities Statutory Reports Financial Statements
As a Group, we have always actively championed social and • Building an inclusive and greener world
environmental responsibility. We are now exploring ways
to further this commitment through shared value initiatives
that create value for both society and business. Further, as
part of our Good & Green vision, we have established five
environmental sustainability goals to be achieved by fiscal
year 2020-21 to reduce our carbon footprint. Our business
continuity plans are in place to address any man-made or
natural disasters and ensure business as usual.
We have centered our growth strategy around emerging • Accelerating innovation and building
markets and the emergent consuming class in them. As purposeful brands
incomes rise, purchasing power improves and these
markets mature; new distribution systems and the digital • Enhancing go-to-market
economy are enabling greater reach. To be able to leverage
this, we are ramping up our go-to-market and digital • Leveraging digital
strategies and reach to go deeper and improve penetration.
Our products range across home care, hair care and
personal care - household insecticides, hair colour, liquid
detergents, soaps and air fresheners, hair extensions,
hair care, personal wash, styling in mass and professional
markets, skin care, sanitisers, sun care and female
deodorants. We are the leaders in most categories in the
markets we operate. We are constantly innovating to create
more superior quality products at affordable prices.
25
OTHER DISCLOSURES
A. Key Financial Ratios
Consolidated Standalone
* Consolidated interest coverage ratio has been impacted due to increase in LIBOR and depreciation of INR against USD
** Variation in the ratio during the year is because the company has recognised tax credits in respect of Minimum Alternate
Tax (MAT credit) of ₹609.87 crore (net of ₹24.71 crore of MAT credit utilised for the year ended March 31, 2019).
Operating profit margin (%) Profit before interest, taxes and exceptional items/Net sales
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MD&A | Our Strategic Pillars Statutory Reports Financial Statements
OUR
STRATEGIC
PILLARS
27
01 EXTENDING LEADERSHIP
IN OUR CORE CATEGORIES
AND GEOGRAPHIES
Goodknight Fabric Roll-On comprises a revolutionary formula that repels
mosquitoes instantly
Strategic Priority
Extending leadership in our core categories
and geographies
Capitals Impacted
Risks
• Macroeconomic factors
• Exchange rate volatility
• Competitive market conditions and new entrants to the market
Enablers
• Focused 3 by 3 growth strategy
• Growth potential in priority markets
• Superior-quality, affordable products that provide great value
#1 Hair fixing sprays #3 Hair styling products Caucasian hair colour Leader in wet hair care
(Argentina) (Argentina) #3 (USA)
(South Africa)
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INDIA
Household Air
#1 #1
insecticides fresheners
INDONESIA
Household Air
#1 #1
insecticides fresheners
#1 Wet wipes
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A BROAD EMERGING
MARKETS PORTFOLIO
In fiscal year 2008-09, 22 per cent of our overall revenues came
from international businesses. In fiscal year 2018-19, it is 46 per
cent, with Indonesia and Africa accounting for 39 per cent. To
drive more focus on emerging markets, in 2018, we divested our
UK business.
7% 4%
14%
24%
54%
78%
15%
India India
UK Indonesia
South Africa Africa, USA and Middle East
Middle East Latin America
Others
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A FOCUSED APPROACH
TO CATEGORY CHOICES
We have moved from an over 50 per cent soaps portfolio in 2009
to a more balanced and strategic category portfolio. Today, we
have three core categories: household insecticides, personal
wash, and hair care. We have entered into a new category to serve
the hair care needs of African women. Air care, which we forayed
into a few years ago in India, has now become the fourth global
category for us.
8%
24% 27%
53% 29%
23%
32%
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DIVERSIFIED CATEGORY
PORTFOLIOS WITHIN
GEOGRAPHIES
1.2%
19.0% 20.7%
32.0%
38.0%
11.0%
16.8%
32.0% 29.2%
5.6%
5.8% Household insecticides
Soaps
Hair colour
Air care
Personal care
Hair care
Others
82.8%
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A PORTFOLIO OF
POWER BRANDS
₹ 1,000 Crore+
₹ 500-1,000 Crore
₹ 250-500 Crore
37
STRENGTHENED BRAND
POSITIONS ACROSS
KEY MARKETS AND
GEOGRAPHIES
• >3/4 of portfolio comprises category leaders
• Gained market share in ~70% of portfolio in the
last 2 years
#1
#2
> #2
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PERSONAL CARE
39
HAIR CARE
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HOME CARE
AIR CARE
41
SUB SAHARAN
AFRICA & USA
Range of products across hair extensions, #1 Ethnic hair colour
#1
Hair extensions
(Sub Saharan Africa) (Sub Saharan Africa)
hair care, hair colour, personal wash, home
care and household insecticides
Caucasian hair colour Leader in wet hair care
#3
(South Africa) (USA)
Source: Management estimates
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Just For Me, an expert and the leader in hair care for kids,
offers the Curl Peace range of natural ingredient-based
products for easy care for kinks, curls and coils
43
INDONESIA
Range of household and personal care products - #1 Household insecticides #1 Air fresheners
household insecticides, air fresheners, hair colour
and wet wipes
#1 Wet wipes
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LATIN AMERICA
Range of hair colour, hair care, depilatory #1 Hair colour #1
Depilatory products
(Chile)
products and colour cosmetics
45
02 ACCELERATING
INNOVATION AND
BUILDING PURPOSEFUL
BRANDS
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Capitals Impacted
Risks
• Competitive market conditions
• New entrants into the market
Enablers
• Design thinking-led approach
• Integrated RIDE (Research & Development + Innovation + Design +
Expertise) structure
• Investments in research & development
• In-house design lab
• Dedicated central Innovation team
• Number of new products launched annually • Innovation rates in India and Indonesia are 30%
in the last 2 years has doubled and 50% higher, respectively, than the last year
• New products launched in the last 5 years • 17 new products launched over 5 years
account for over 20% of the India business in India
A TWO-PRONGED LEVERAGING OUR
APPROACH TO CROSS-FUNCTIONAL
INNOVATION RIDE STRUCTURE
Innovation is our lifeblood as a company, and we are We have an integrated platform, RIDE (Research &
very focused on driving innovation-led growth across our Development + Innovation + Design + Expertise), to combine
different categories. As category leaders, we believe that efforts of key functions involved in new product development.
we must keep innovating and finding new ways to grow our This platform streamlines and expedites innovation delivery,
categories. Especially in emerging markets, we are focused as well as ensures agile execution. Our central innovation
on democratising categories and making superior-quality, team leads new product development in global categories
delightfully designed products available at affordable prices. across India, Indonesia, Africa, and the USA. They also offer
We are also pursuing attractive adjacencies and creating new design thinking strategic input for brand architecture, enable
vectors of growth to broaden our portfolio. cross-pollination and sharing of product ideas and processes,
and constantly evaluate patents and new technologies in the
We are using the design thinking tools of empathy, rapid consumer goods space globally.
prototyping, and visualisation to reimagine our brands and
create new ones. To support this, we are also accelerating
our innovation pipeline, ramping up capabilities, investing
significantly in research & development, and cross-pollinating
learning and products across geographies.
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INVESTMENTS
IN DESIGN, FOSTERING A
TECHNOLOGY & CULTURE OF
SKILLS INNOVATION
We have set up a state-of-the-art global research & We are partnering across stakeholders to build a shared
development (R&D) centre at our headquarters in Mumbai, culture of innovation. Through ‘I am Ardeshir’, an innovation
supported by local R&D centres in our different geographies. challenge named after Ardeshir Godrej, founder of the
Similar to this, we have global, local, and category-specific Godrej Group, we invited Godrejites from India and
R&D teams who partner across geographies and share SAARC and key partners to come forward with product
learnings. and process innovation ideas. We received 382 ideas from
our team members and selected multiple ones to carry
We have built an in-house global design lab to integrate forward through our innovation pipeline. Our partners
design thinking and transform product capabilities. The lab sent in over 100 ideas, and we selected three for further
consists of highly skilled graphic and industrial designers co-development.
from across geographies who collaborate on projects.
BUILDING GLOBAL
PARTNERSHIPS
Through our different strategic global partnerships, we are
leveraging various cutting-edge technologies and processes.
Some of our key partners include Bayer AG, Sumitomo Godrej Group Chairman, Adi Godrej, with
Corporation, Kanekalon, and Firmenich. our Global Design team in Mumbai
51
PROTEKT MR. MAGIC
HANDWASH
India
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CINTHOL MALE
GROOMING RANGE
India
• Go-to-market approach
Leverage strong pan-India distribution reach
New e-commerce organisation to aid scale up
53
GODREJ NUPUR NATURAL
HENNA BASED HAIR COLOUR
India
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GOODKNIGHT NATURALS
NEEM AGARBATTI
India
55
HIT MAGIC EXPERT
Indonesia
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57
DARLING
Sub Saharan Africa
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59
ISSUE 3D GLOSS BLEACHING
KITS AND TONALISERS
Argentina
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AFRICAN PRIDE
MOISTURE MIRACLE
USA
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03 LEVERAGING
DIGITAL
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The Black Box, our Digital Command Centre in Mumbai, where we measure
real-time performance of our brands 63
Strategic Priority
Building digital competencies, forging global
partnerships, and using digital metrics to drive conversion
Capitals Impacted
Risks
• Competitive market conditions
• Rapidly changing digital landscape
Enablers
• Strong internal global and regional structures to support bold ambitions
• Strategic and internationally acclaimed agencies to improve performance
• Bespoke approach: Country roadmaps to reflect brand and regional stages of
development
• Agile test and learn approach
• Future proofing the business by spending time with tech giants and start-ups
• Cost per engagement 2× lower than fiscal • Average time spent on each brand website
year 2017-18 improved significantly
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STRENGTHENING
OUR DIGITAL RAMPING UP
ECOSYSTEM E-COMMERCE
Seventy per cent of our brand websites have been We have set up an e-commerce business for India with
redesigned for improved consumer user experience, organic separate P&L accountability. This structure will allow us to
traffic, and conversion. The average time spent on each site be more agile and deliver the consumer focus required to
has improved significantly. The bounce rate has reduced, win. Specifically, we are targeting growth from e-commerce-
primarily due to more engaging content and deeper linking focused product innovation and digital native brands, in
of articles to drive prolonged engagement. addition to our current portfolio. To enable this, we have a
dedicated digital team, the ‘Ecom Cell’, a team of in-country
Launched last year, the Black Hair Hub is an unbranded, e-commerce specialists, charged with rapidly growing
consumer website dedicated to black hair. The site includes online sales.
articles, images, and how-to videos to help and inspire
African women across the globe. It has been a big success,
with a run rate of 80,000 visits per month and a 21 per cent
revisit rate.
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CRAFTING
INVESTING IN CONSUMER-
TECHNOLOGY AND GENERATED
INFRASTRUCTURE CONTENT
At the Black Box, a physical digital command centre at our Peer-to-peer product recommendation is the holy grail of
headquarters in Mumbai, we monitor live digital activity marketing ROI. Social media allows us to tap into this at
across our brands. It helps evaluate brand conversations scale. We have been working with influencers to get our
across Twitter, Instagram, and Facebook. We also use it to products in front of our target demographic on the platforms
respond to issues and gather consumer insights to drive where they spend time (Instagram, Facebook and YouTube).
campaigns and for new product development. The consumer content that is generated is authentic and
believable as well as in a tone and language that our
consumers connect with. We continue to ramp this up and
will be soon launching our internal production studio –
The Light Box – which will enable us to engage influencers,
celebrities and consumers alike to generate cost-effective,
engaging and on-brand content.
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EXPERIMENTING
AND IMPROVING
REACH
Improved targeting and content has resulted in a 53
per cent increase in digital reach. We have also started
collecting first-party data to ensure further reach through
a cost-effective and targeted approach. Furthermore,
cost per engagement is 2× lower than that in fiscal year
2017-18. Our industry-leading social click-through rate
(CTR) has improved due to a focus on consumer insight
driven creatives and an increase in the use of consumer-
generated content.
69
04 ENHANCING
GO-TO-
MARKET
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Capitals Impacted
Risks
• Competitive market conditions
• New entrants into the market
• New online, offline and omni-channel go-to-market
models and channels, such as e-commerce
Enablers
• Brand reputation
• Affordable pricing
• Superior-quality products
• Continuous innovation in products and processes
• Strong long-term partnering focus
• Distribution footprint
• Strong direct distribution reach in India of • Rural growth over 2x of urban traditional trade
1.3 million outlets
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LAYING THE
FOUNDATIONS FOR
FUTURE GROWTH
PRIORITIES
1. Rural One 2. Middle India
In India, we expanded our distribution reach in rural markets We are building a focus on Middle India (cities with a
by over 1,00,000 outlets. Our village expansion programme, population between 1,00,000 and 10,00,000), a critical
coupled with ‘Pragati’, the feeder wholesale programme, cluster for driving higher growth. We launched segmented
enabled overall reach to increase to over 5.8 million outlets go-to-market initiatives and close to doubled our differentiated
(as measured by AC Nielsen). Specific rural demand- sales approach to cover over 55,000 outlets. We also ramped
influencing programmes in identified states and distribution up frontend sales strength by over 1.5× in this cluster.
expansion efforts resulted in rural growth being over 2x of
that in urban traditional trade.
75
RAMPING UP
E-COMMERCE
In line with our plans for establishing a strong e-commerce Through ‘SALES MOR’, our analytics portal in Indonesia, we
presence in India, we have set up an e-commerce business are helping sales team members track, review, and optimise
with separate P&L accountability. The aim is to build agility productivity and other key sales KPIs.
and deliver the consumer focus required to win in this
fast-evolving space. We are targeting growth to come from
e-commerce-focused product innovation and digital native
brands, in addition to our current portfolio.
LEVERAGING
TECHNOLOGY &
ANALYTICS
We are using predictive analytics for better decision-making
across different initiatives. In India, we are optimising trade
spends for better returns through trade spend management
tools. Through data analytics, we are enabling targeted
smaller cluster-localised planning. Our upgraded hand-held
terminals and predictive suggestions guide salespeople in
markets. We are trying to further optimise the time spent
and delivery routes through GPS-enabled maps. As part
of experiments, we are piloting artificial intelligence and
behavioural science-enabled capability building for frontline
salespeople.
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FOSTERING WIN-WIN
PARTNERSHIPS
In India, we are enhancing engagement through customised
partner engagement programmes to build stronger connect and
drive common goals across the chain. We expanded ‘Unnati’
across key markets in urban India. Through this programme, we
are building direct connection with our local area sales leadership
teams. We host regular meetings to share feedback and updates.
This, in turn, leads to more targeted planning and higher returns
for them. The Net Promoter Score (NPS) survey gathers feedback
to factor into our plans.
77
05 MAKING OUR
SUPPLY CHAIN
BEST-IN-CLASS
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Capitals Impacted
Risks
• Potential disruption of operations due to geo-political risks
• Currency fluctuations resulting in uncertainty over viability of imports
• Local competition
• Labour-intensive product portfolios in some geographies
Enablers
• Demand-driven supply chain
• Shop floor employee engagement
• Localised manufacturing technology
• Engagement with our business partners and suppliers
• 0 man days lost due to adverse industrial • India obsolescence reduced to 0.06%
relations
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SUPPLY CHAIN
STRATEGIC
PRIORITIES
• Introducing best practices across geographies to become • Responding to constantly changing consumer demand
more agile patterns, leading to high fill rates
• Strengthening supply chain processes in international • Improving ‘freshness’ of products at time of sale, better
businesses logistics practices, product traceability, and reduced
• Extending shop floor employee engagement initiatives to obsolescence
international businesses • Enhancing manufacturing capacity across geographies
• Global strategic sourcing with significant benefits to the through fresh investments and de-bottlenecking of capacities
bottom line • Piloting the ‘Internet of Things’ in manufacturing and logistics
• Sustainable manufacturing and supply chain practices,
resulting in significant improvements in energy and water
consumption, carbon footprint, waste generation, and
renewable energy
• Mapping cutting-edge replenishment practices to the
advanced planning and optimisation module
83
KEY FOCUS AREAS
CUSTOMER SERVICE
Introducing agile fulfilment initiatives to respond
efficiently to changing consumer demands
We continuously focus on making our manufacturing delivery improve on-shelf availability of products and provide better
and logistics operations more agile in order to be able to consumer service.
respond to constantly changing consumer demand patterns.
In line with increasing demand patterns, we have enhanced
We have achieved high fill rates in most of our key manufacturing capacity across geographies.
geographies. Fill rates range between 87 per cent and
99 per cent. Initiatives such as barcoding of shippers in India have helped
improve logistics and product traceability. In the last three
In Indonesia and Chile, we are collaborating with retailers to years, we have reduced obsolescence to 0.06 per cent.
optimise and combine our supply chain planning process to
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85
2. Productivity Improvement Inside our Beleza factory at
Mozambique
In fiscal year 2018-19, we engaged with over 20,000 shop
floor employees to improve the manufacturing process,
productivity per person, and employee connections and
relations.
All team members are encouraged to suggest changes to Our team members also registered 123 kaizens for
improve process efficiency. We ran an employee suggestion performance improvement across our Africa and Indonesia
scheme and got over 5,140 suggestions, 58 per cent of manufacturing plants; of these, 118 have been implemented.
which were implementable. Thus far, we have implemented
59 per cent of the implementable suggestions, and the
remaining are in process.
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GROSS CONTRIBUTION
MARGIN IMPROVEMENT
Making future-ready investments to further
improve productivity
We are making future-ready investments in Industry 4.0 At Guwahati, we have installed computerised visual
technologies and processes to improve productivity inspection technology for refill bottle lines. This has
and quality. helped to reduce defects such as wick chipping,
breakage, and half-filled bottles. At Malanpur, we have
In fiscal year 2018-19, we implemented Internet of Things (IoT) implemented IoT in the oil unloading section. This
at our Guwahati and Baddi manufacturing sites. This helped provides real-time data on steam consumption and helps
improve line productivity significantly and bring it closer to the optimise the process. Thus far, the process has saved
rated capacity. over ₹55 lakh in reduced steam consumption.
87
SUSTAINABILITY OF
THE PROCESS
Driving sustainability initiatives across
manufacturing processes and the supply chain
As part of our Good & Green vision, we have identified five parameters as part of the supplier initiation protocol.
environmental sustainability goals to be achieved by fiscal We are committed to helping our suppliers make their
year 2020-21: we aim to be carbon neutral, achieve water operations more sustainable:
positivity, send zero waste to landfill, reduce specific energy • We assist in reducing specific energy and specific
consumption by 30 per cent, and have 30 per cent of total water consumption, waste to landfill, and specific CO2
energy from renewable sources. Performance is guided emissions
and tracked by the sustainability team at the corporate • We encourage them to identify and mitigate ESG concerns
centre and driven by manufacturing cluster heads and team • We help enhance process efficiency, reduce use of
members at each location. We track emissions and data hazardous and toxic materials, and responsibly dispose
calculations for all locations where we have 100 per cent toxic waste, if any
operational control. • We recommend the use of renewable sources of energy,
wherever possible
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Top: Institute of Supply Chain Management’s ‘Supply Chain Company of the Year Award 2018-19
Middle: ‘Best Supply Chain Project’ at NITIE’s Lakshya Avartan
Bottom: ‘Supply Chain Excellence in FMCG Distribution’ at CNBC’s Supply Chain Excellence Awards
89
06 FOSTERING AN
INCLUSIVE, AGILE AND
HIGH-PERFORMANCE
CULTURE
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Capitals Impacted
Risks
• Competitive market conditions and new entrants leading
to attrition
Enablers
• The Godrej Way: our purpose and values
• Our Employee Value Proposition (Tough Love, Whole Self and
Your Canvas)
• Our leadership behaviours anchored in the Godrej Capability Factors
• An entrepreneurial and inclusive culture backed by enabling
people practices
• Our global footprint and the option to build global careers in emerging
markets in three continents
• Competitive remuneration based on the principle of sharing
value created
Our West Africa team defines how they will bring our purpose alive
in the region
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95
Godrej Capability Factors
Top and Bottom: Our Godrej Indonesia and Godrej Argentina teams
host workshops on the Godrej Capability Factors
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Authentic conversations
Top: GCPL’s Executive Chairperson, Nisaba Godrej, and Head - Talent and Leadership
Development, Shailesh Deshpande, in an episode of ‘The Real Deal’, our in-house talk show
Bottom: Connecting our global teams on Workplace by Facebook, our in-house social
media platform
97
BUILDING A
CULTURE OF AGILITY,
OWNERSHIP, AND
EXPERIMENTATION
Becoming more agile Our unique multi-local
operating model
We are committed to building a more agile and innovative
company. In April 2019, 120 of our senior team members from Our international growth has been through acquisitions.
across geographies participated in a 2-day immersion with a Unlike traditional multinationals, we have a multi-local
leading professor of strategy from Harvard Business School on operating model centred on value-based partnering and
agility and experimentation. We used the insights from this in operational autonomy at the local level. This helps sustain
different projects and culture-building activities. the agile, entrepreneurial spirit that made these companies
successful while providing the benefits of strong processes
and scale that Godrej brings. Striking a balance between
our global identity and the ability to appreciate local
flavour and respond to changing consumer needs is our
competitive advantage.
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99
FOSTERING A
DIVERSE AND
INCLUSIVE GCPL
We take pride in being an equal opportunities employer. We Apart from our maternity benefits, we have a Caregiver
recognise merit and perseverance and encourage diversity Travel Policy, which enables new mothers to bring a
at Godrej. We do not tolerate any form of discrimination on caregiver and children up to 1 year of age, for necessary
the basis of nationality, race, colour, religion, caste, gender work-related travel.
identity or expression, sexual orientation, disability, age, or
marital status and allow for equal opportunities for all our Through Careers 2.0, our second careers programme, we
team members. provide women who have taken a career break a chance to
return to the workplace. It offers aspirational and challenging
projects across sectors and functions with added flexibility
Diversity Council to help women balance their careers and personal needs.
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LGBTQI inclusion
Our well-defined equal opportunity policy and a gender- gender-neutral washrooms at our headquarters, Godrej One,
neutral anti-harassment policy protect the rights of our in Mumbai.
lesbian, gay, bisexual, transgender, queer, and intersex
(LGBTQI) team members. On December 13, 2018, we launched a ‘Manifesto for Trans
Inclusion in the Indian Workplace’ . Through this, we aim to
We have extended medical benefits, such as hospitalisation bring to light the position and circumstances of trans people
cover, to domestic partners of Godrejites. We offer a choice in the Indian society, and how corporate India can take
to any team member to choose a spouse/domestic partner action to improve them.
as a dependent. This also covers same-sex dependents,
AIDS patients, and fertility treatments. Our adoption policy
too is designed with a gender-neutral primary caregiver Prevention of Sexual Harassment
in mind.
We are committed to creating a workplace where everyone
We recently introduced a Gender Affirmation Policy for our feels respected and included. We ensure that our team
team members who wish to undergo gender transition. members are protected against sexual harassment while
Godrejites can now claim reimbursements towards non- prioritising the redressal of all complaints in connected
cosmetic surgeries and hormone replacement therapy. matters. To build awareness, we organise compulsory
Prevention of Sexual Harassment sensitisation sessions at
We are reviewing amenities and infrastructure facilities for regular intervals and have an e-learning module available for
LGBTQI team members. As a first step, we have set up two ready reference.
GCPL Executive Chairperson, Nisaba Godrej, and Parmesh Shahani, Head - Godrej
India Culture Lab, at the launch of the ‘Manifesto for Trans Inclusion at the Workplace’
101
INVESTING IN
LEADERSHIP
DEVELOPMENT
Our belief is that real learning happens on the job through a implementation and have hosted workshops in Africa
combination of stretch, challenging assignments, and doing and India.
a variety of roles. Our approach to leadership development
is built on the Godrej Capability Factors. We are investing
in high-quality learning through a mix of programmes led Leading Self
by world-class faculty from Harvard Business School and
the Indian School of Business, as well as a host of internal We believe that much of our success depends on whether
Godrej trainers. In total, 7,873 training man-hours were we are able to unleash the unique and powerful individual
recorded in fiscal year 2018-19. potential of each Godrejite. An in-house programme built
around our Godrej Capability Factors pillar of ‘Leading
Self’ enables people to introspect and better understand
Enterprise leadership and channelise personal drive.
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103
CREATING A STRONG
TALENT PIPELINE FOR
THE FUTURE
Future-ready capabilities Innovative approach to recruitment
We are building capabilities around new and emergent Godrej LOUD (Live Out Ur Dream), our radically different
skillsets and focus areas. To ramp up focused capabilities approach to business school recruitment, encourages
across our sales organisation, we created a functional students to live out their unfulfilled personal dreams and
competency framework, identified capability gaps, and offers sponsorship and internships with Godrej. LOUD has
trained over 1,000 sales team members worldwide. Similarly, been hosted successfully across India, Indonesia, and Africa.
we are ramping up our digital and analytics capabilities and
investing in new channels of growth, such as e-commerce,
consumer marketing intelligence, and the professional
salon business.
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OCCUPATIONAL
HEALTH & SAFETY
As part of the Godrej Group, we foster a strong culture of factory in India - approximately 400 team members (93
continuous improvement in training, health and safety. Our per cent of the team), participate in Quality Circles. Across
people are the key to building a strong safety culture and we our international geographies, we have 40 Quality Circles,
regularly strive to connect with all of our team members to contributing to an annual saving of approximately ₹1.74
enable this. crore. Of these, 14 have participated in and won various
regional and national awards.
As part of training initiatives, we host practical sessions, role
plays and safety competitions. Over the last few years, we
have focused on improving safety awareness among all team
members, including our contractual workforce.
Number of fatalities 0 0
Number of LTIs 37 14
* Injury rate is calculated as per IS 3786: (no. of reportable accident *1,000)/average no. of employees
*** We are aggressively focusing on training our employees on safety and system effectiveness making
our team members more aware and skilled, which is helping in reducing near-miss incidents
105
BEING AMONG THE
BEST COMPANIES
TO WORK FOR IN ALL
OUR GEOGRAPHIES
We have consistently been recognised among the best
companies to work for across our geographies. We ranked #7
among the Best Employers in India in the Aon Best Employers
2018 survey and #1 in the FMCG category on the Great Place
to Work - Best Workplaces in India 2018 list; a list we have
featured on for 15 years in a row. We were also recognised within
Great Place to Work® Institute (India)’s ‘Best Workplaces in
Manufacturing – 2019’ and among the Top Employers of 2018 in
South Africa.
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• Rank #7 among the Best Employers in India • Feature among the Top Employers of 2018 in
in the Aon Best Employers 2018 survey South Africa
• Rank #1 in the FMCG category on the Great • Within Great Place to Work® Institute
Place to Work - Best Workplaces in India (India)’s ‘Best Workplaces in Manufacturing –
2018 list; we have featured on this list for 15 2019’. Among 25 of over 100 manufacturing
years in a row companies recognised for building a ‘high-
trust, high-performing culture’.
107
07 BUILDING A MORE
INCLUSIVE AND
GREENER WORLD
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The Godrej Group owns and cares for nearly 2,100 acres of mangrove forests
in and around our headquarters in Vikhroli, Mumbai 109
Strategic Priority
Building an inclusive and greener world
Capitals Impacted
Risks
• Regulatory changes
• Social licence to operate
• Community unrest
Enablers
• Good & Green vision
• Shared value approach
• Godrej values
• Godrej sustainability policies
• Godrej legacy of philanthropy
Environment Healthcare
We are proud to protect, develop, and maintain the largest The Godrej Memorial Hospital aims to provide high-quality
privately managed belt of mangrove forests in Mumbai since healthcare at affordable costs. One such initiative is our
the 1940s. partnership with Smile Train, a USA-based NGO, which
helps in performing corrective cleft lip and palate surgery
in children from low-income families. We offer surgery and
Education hospitalisation to these children free of cost.
The Godrej Udayachal Pre-Primary and Primary Schools
focus on the all-round development of children. The
Udayachal High School has been accredited with the
International School Award in recognition of its global
education curriculum and innovation in classroom teaching.
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Through Green projects, environmental sustainability Including sustainable packaging initiatives to minimise the
initiatives at our manufacturing plants impact of our packaging on the environment
Through our efforts to build inclusive and prosperous Initiatives to get our team members connect more
communities meaningfully with the communities we operate in
113
OPTIMUM USE • Cascade an annual operating plan; sustainability
OF NATURAL
targets are made part of the Key Responsibility Areas
for ‘Green Champions’
RESOURCES
• Internal sustainability monitoring tool periodically
collects information and analyses data gathered;
monthly reports on key indicators and calculate
carbon footprint as per the set greenhouse gas (GHG)
As part of our Good & Green vision, we have established five protocol
environmental sustainability goals to be achieved by fiscal • Identify and circulate best practices for wider adoption
year 2020-21. We obtained the standards, methodologies, • Strategic improvement plan for underperforming units
and assumptions used for the purpose of our calculations
from the ‘IPCC Guidelines for National Greenhouse Gas
Inventories, 2006’ and the ‘IPCC AR5 Assessment Report’.
Our emissions and data calculations are performed for all OUR PERFORMANCE
locations where we have 100 per cent operational control.
1. Energy - Reduced specific energy
All our manufacturing plants strive to achieve these goals
consumption by 30%
by fiscal year 2020-21. Our performance is guided by the
Approach - Improvements in processes and
sustainability team at the corporate level and driven by increase in efficiency of systems
manufacturing cluster heads and team members at each of Performance* - Reduced specific energy
our manufacturing locations. consumption by 28.7%
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1. Energy
Over the years, we have undertaken several energy- This has helped reduce steam consumption by 500 kg/hr.
efficiency initiatives to help reduce energy consumption and • In Thana and Katha, we replaced the fixed speed air
dependence on conventional energy sources, in relation compressor with variable-speed drive
with our manufacturing scale. This has also reduced our • Implemented several other energy-efficient measures
GHG emissions. globally, including converting to energy-efficient air
conditioning, installation of energy-efficient LED lighting
Key initiatives in fiscal year 2018-19: and motion sensor lighting, optimisation of pumps and
• Mostly use biomass briquettes as fuel across plants motors, and automation panels to prevent idle running
• In Malanpur, we continue to install water-based vacuum of machines
systems by replacing steam-based vacuum systems.
25.6
16.1
10.4 10.2
9.3 9.2
7.8
3,964
3,436
3,251
2,976
3,044
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Energy Report - Global
Indonesia - Specific nnergy by product [MJ/t] Africa - Specific energy by product [MJ/t]
Latin America - Specific energy by product [MJ/t] USA - Specific energy by product [MJ/t]
1,096
1,045 2,018
908 2,522
2,647
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2. Water
We continually evaluate and execute innovative projects to • In the North and Northeast units in India, we changed to
reduce our specific water consumption. We also recognise push-type water taps for basins
that water procured has to be sourced from sustainable • In our Coil 9 unit in Puducherry, we are reusing 6,200 KL
sources, and the rate of replenishment should exceed the per annum of treated sewage water for plant processes
rate of extraction. and domestic purposes
2,079
1,806
1,760
1,731
1,800
1,670
1,693 1,685
1,533
6,568
Indonesia
3,902
3,796
3,552
3,018
2,951
2,170
2,616
2,033
117
3. Waste
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1.28
1.15
1.06 1.06 1.08
1.0
0.48
0.005 0.005
Indonesia
26.6
Africa
Latin America
USA
18.2
16.50
12.30
7.65
6.60
3.81
6.35
119
4. Emission
GHG emission intensity per metric tonne production (kg CO2e/MT) - India*
247
224
201
188
182
334
Indonesia
352
Africa
325
316 Latin America
USA
227
178 183
161
149
124
144
120
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FRAMEWORKS
As an FMCG business, packaging plays a very important
role in maintaining product integrity. We use delightful design
OUR INITIATIVES
and packaging as a way to differentiate our products, and
we aim to do this in an eco-friendly manner. A number of
• Reduced the size of flow wrap in the Godrej Expert
our products are known for their unique packaging, which
Rich Crème pouch by 10 mm, which has saved 19
balances utility and recyclability.
MT per annum of material
• Reduced the size of our Nupur Henna sachet, which
has helped us save 20 MT per annum of material
• Replaced the current wrapper of our Godrej No.1
soap with hotmelt wrapper to reduce our GSM
123
114 115
112
105
121
BUILDING
INCLUSIVE &
PROSPEROUS
COMMUNITIES
Our CSR initiatives are guided by Good & Green and LIVELIHOOD
reported under Schedule VII, Section 135 of the Companies
Act, 2013 in the Board’s Report. 1. Salon-i and Beautypreneur
Our CSR policy outlines our focus areas, defines the Programmes
scope of activities, and guides execution and monitoring.
Furthermore, it focuses on addressing critical social, Our flagship social initiative, Salon-i, is a vocational training
environmental, and economic needs of marginalised and programme for women. It is designed entirely in-house
underprivileged sections of society by adopting a shared to train young women in basic skills of beauty, skin, hair
value approach to help solve problems while strengthening care, and mehendi application. In addition, life skills and
our competitive advantage. entrepreneurship development modules enable women
to take up jobs or pursue self-employment depending on
Drawing from the United Nations’ Sustainable Development their unique skill sets and circumstances. Although Salon-
Goals, we have developed programmes to address the i’s employability goal is small, compared to the country’s
issues of livelihood, public health, waste management, overall need, the programme is unique as it specifically
water, rural electrification and education, among others. aims at employability, entrepreneurship development, and
empowerment of women.
SALON-i BEAUTYPRENEUR
• 500-hour training programme with audiovisual • Aimed at developing beauty and wellness enterprises
modules, life skills and entrepreneurship training led by women
• Aimed at women between 18 and 30 years for • Works with micro-entrepreneurs who want to increase
employment or entrepreneurship profits and scale up businesses
• Focuses on urban and peri-urban, socio-economically • Applies market system approach and enhances
weaker sections of society technical skills
• Till date, approximately 2,20,000 women trained • Over 1,500 Beautypreneurs trained
across 23 states with 22 non-profit partners • Social return on investment (SROI) yields a return of
• Over 50% of trainees take up some form of ₹6.4 for every rupee invested
employment
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2012-13
The beginning
5 PARTNERS 3 STATES
2,662 WOMEN REACHED
2013-14
Represented World Skill
Olympics (India Chapter)
18 PARTNERS 12 STATES
12,313 WOMEN REACHED
2014-15
Audio-visual curriculum ascribed
to BWSSC launched
28 PARTNERS 23 STATES
21,000 WOMEN REACHED
2016-17
Launch of the Beautypreneur
Programme
(Reached 95 Beautypreneurs)
5 PARTNERS 3 STATES
2,662 WOMEN REACHED
2017-18
Rural Udyogi Programme
launched in West Bengal
300 BEAUTYPRENEURS
ADDED
64,000 WOMEN REACHED 2018-19
Rural Udyogi Programme in
Tamil Nadu
1,000 NEW
BEAUTYPRENEURS
100,000 PLANNED
TARGET OUTREACH
123
Need
Women, although a significant proportion of the workforce Our skill training programme works with the women and
in India, are largely concentrated in the informal sector and community to enhance their domain skills, while creating
engaged in vocations characterised by low earning, low social and political awareness that helps them voice their
productivity, poor working conditions, and lack of social opinions, negotiate their rights, and make their own decisions.
protection. Despite a rise in India’s GDP, India’s female labour
force participation rate has declined. Women aged between
21 and 50 years have a high dropout rate from the workforce. Trainees
Given these trends, women are financially dependent on We primarily work in peri-urban locations with:
others. Addressing gender inequality is therefore not only • Low-income women who have dropped out of formal
the right thing to do but also important for our future growth education
as an FMCG business. By promoting the formal and active • Women from migrant families
participation of women in the economy, we aim to help build • Women who have restricted mobility
their lives, families, communities, and the economy. • Women who are unclear about career paths and their
options to become financially independent
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• Women who face social obstacles to work developed entirely in-house. The entrepreneurship and life
• Women who want to set up their own business but have skills modules are at the core. We have also developed
no direction and access to funds integrated activities and games to help trainees imbibe these
• Women who have set up a micro-enterprise and now want concepts. We have a Learning Management System that
to scale up and increase their profits enables blended learning through multimedia formats such
as audio, video, PDFs and presentations.
Salon-i, our beauty and wellness training programme, has grown immensely
over the years, with it currently impacting more than 2,20,000 women
125
Impact
An SROI impact study for the Beatypreneur programme showed that every ₹1
invested in the programme generated over ₹6.4 in social impact value
126
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127
Project EMBED aims to eliminate malaria by creating awareness
and driving behaviour change
RURAL INTENSIFICATION
128
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PUBLIC HEALTH
129
WASTE MANAGEMENT
Programme
Our efforts towards solid waste management extend • Financial sustainability: It is essential that the project
beyond our manufacturing plants and immediate has built-in revenue streams to ensure long-term financial
areas of operations. As part of our CSR efforts, we sustainability. Revenue can come from composting wet
have commissioned and introduced community waste waste, selling recycled products, converting plastic to
management projects by using circular economy principles. pellets for recycling, etc.
For example, we have collaborated with Hyderabad and
Kalyan-Dombivali Municipal Corporations to implement • Social inclusion: Segregation and recycling relies heavily
community waste management projects. on informal workers who collect, sort, and recycle the
waste. Social inclusion projects cater to waste pickers
by integrating them into the formal system, as well as
Need providing safe working conditions, social safety nets, child
labour restrictions, etc.
Waste disposal has hazardous impacts on the environment
and society, particularly in developing countries, such
as India, where over 150,000 tonnes of municipal solid Impact
waste is generated per day. Solid waste accumulation
is an increasing problem due to unsustainable waste The projects helped divert over 25 MT of waste per day from
management practices and lack of proper waste treatment. landfill at each location. They are tackling different waste
streams and demonstrating effective waste management
solutions. However, the approach remains the same across
Approach locations, partners, and projects. Each type of waste is
further segregated and made into final products that are fed
We have adopted a multi-stakeholder approach, designed as inputs to other industries, in line with the principles of
to be economically viable, environmentally oriented, and circular economy.
socially inclusive.
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RURAL ELECTRIFICATION
Need Impact
Electricity is central to development in any modern economy. This programme is one of the few that has the power to
While access to electricity has improved over the years, transform lives from the day the systems come into place.
in several of India’s remote locations, severe shortage of The domestic micro-grids bring light to homes, which
electricity continues to hinder daily life and full-fledged ensures that children can study in evenings, women can
development. cook in safety, and community members have longer
productive hours to engage in other income-generation
activities.
Approach
Although the initiative is primarily aimed at domestic
The installation and commissioning of micro-grids generate electrification, a few micro-grids also provide energy for
employment both for unskilled and skilled labour. We employ water pumps, which enables marginal farmers to grow
unskilled people for mechanical and civil works, such as more than one crop and almost double their income within
erecting module mounting structures, solar modules, and the 1-2 years. Hundred energy-dark villages in Andhra Pradesh,
civil foundation. Madhya Pradesh and Uttarakhand are now powered by mini
and micro grids sponsored by us.
131
WATERSHED MANAGEMENT COMMUNITY INITIATIVES
Our integrated watershed development project will help After receiving valuable stakeholder input from third-
restore the ecological balance in the drought-prone district party community needs assessments at our priority plant
of Siddipet in Telangana. Currently, groundwater levels are locations, we are now implementing a range of high-impact
lower than 400 ft in many areas; as a result, farmers are community development programmes on social and
under acute pressure. environmental aspects. These are focused on improving
education, water, health, and sanitation and skill building
Our efforts are designed to recharge groundwater and make initiatives in and around our manufacturing facilities.
more water available for irrigation over a total area of over
3,300 hectares and plantation of approximately 4,00,000
saplings. We have completed the capacity building phase DONATIONS
and will begin full implementation in fiscal year 2019-20.
Every year, we make strategic donations to support skill
We are partnering with NABARD and PEACE, a local NGO, development, employability, sports, arts and culture, and
to work with local communities to ensure their buy-in, create critical cancer ailment support.
civil structures to capture rainwater at appropriate places,
build capacity of local communities in water management,
For more details, please refer to the Board’s Report
and train on sustainable agricultural practices. (Page 150-155)
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VOLUNTEERING
Our multi-faceted volunteering platform provides a range of activities and reached out to over 5,230 children. Our theme
opportunities for Godrejites to contribute their time and skills was around ‘Dreams’, and volunteers helped children
in community activities. explore their aspirations and talents. Most children we
engaged with are first-generation learners from their family,
BRIGHTER GIVING and through this interaction, we hoped to encourage them to
grow into passionate and well-rounded individuals.
These are long-term volunteering opportunities to help make
a meaningful impact. Every year, volunteers take up projects In Mumbai, we took a step further and hosted our very
that address the needs of a nonprofit. We partner with first Godrej LOUD for Kids, an extension of our Live Out Ur
Goodera and iVolunteer to scope and source these projects Dream (LOUD) platform to children from our volunteering
that range from building an NGO’s marketing plan to helping partner schools. In total, 300 Mumbai volunteers engaged
revamp their websites and recruit for their leadership roles. with over 2,000 students. We received an overwhelming
response with over 1,700 applications that ranged from
education support, career guidance, and mentorship
GODREJ GLOBAL to sports coaching, art training, and support for social
VOLUNTEERING DAY development initiatives.
This is our annual day of community service. In 2018, over The finale brought students together to share their dreams
1,120 of our team members across the globe volunteered and their plans to achieve them. We chose nine winners
their time to improve teaching and learning experiences across six schools who will go on to live out their dreams in
in 38 schools and institutions. They conducted engaging the next year.
133
Top and Middle: Our team members volunteered at schools in Indonesia and Johannesburg on
Godrej Global Volunteering Day 2018
Bottom: The winners of Godrej LOUD 2018 for Kids
134
MD&A | Our Strategic Pillars Statutory Reports Financial Statements
In January 2019, 47 of our Godrej Group team members Our team members support our three non-profit partners
completed the Tata Mumbai Marathon in support of Teach directly through payroll giving. In fiscal year 2018-19, 48
for India and raised over ₹9,00,000 to bring quality education Godrejites contributed approximately ₹3,00,000 in support
to children from low-income families across India. of education, health, and safety of children and environment
preservation and conservation.
135
STATUTORY REPORTS
I. Board’s Report 138
Dear Members, This has been an active year efficacy liquid vapouriser and 100
on innovations, with multiple per cent natural mosquito repellent
Your Directors, with great pleasure, new products launched across incense sticks.
present the Annual and Integrated Report categories. Godrej protekt Mr.
for the year ended March 31, 2019. Magic hand wash is the first On a consolidated basis, we
ever powder-to-liquid hand reported a comparable sales growth
1. RESULTS OF OUR OPERATIONS wash, designed to be more of 7 per cent (excluding the UK
Fiscal year 2018-19 was a mixed environmentally sustainable, business which was divested during
bag. While the India business while also democratising the low the year) and a comparable PAT
continued to deliver strong profits penetration hand wash category. growth of 40 per cent (excluding the
and increased profit margins to We extended our Cinthol portfolio UK business).
industry leading levels, it was a to foray into the growing male
challenging year for top-line growth. grooming category, with a range An overview on the performance
Our soaps, hair colour and air of multi-benefit products for of the Company’s subsidiaries
freshener categories performed the face, body, hair and beard. in various geographies is given
relatively well. However, our largest Through Godrej Nupur Natural separately in the Board’s Report.
category, household insecticides, Henna Based Hair Colour, we are
was significantly impacted by a extending our strong henna play The Shareholders may also refer
surge in illegal and unsafe mosquito to the herbal-based powder hair to the Management Discussion &
incense sticks and an unfavourable colour segment. In Goodknight, Analysis Section which gives more
season. We are taking numerous we introduced Power Chip, an details on the functioning of
corrective actions to recover our electric solution infused with the Company.
performance over the next year. unique gel technology, a higher
The financial performance of your Company for the fiscal year under review is summarised as follows:
` (Crore)
Consolidated Standalone
Financials Abridged Profit and Loss Statement
March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018
Total Revenue From Operations 10,314.34 9,936.99 5,679.31 5,354.74
Other Income 108.76 107.55 94.45 73.89
Total Income 10,423.10 10,044.54 5,773.76 5,428.63
Total Expenses including Depreciation and Finance Costs 8,590.96 8,186.30 4,300.68 4,139.62
Profit/(Loss) Before Exceptional Items, Share of Profit of Equity 1,832.14 1,858.24 1,473.08 1,289.01
Accounted Investees, and Tax
Exceptional Items 252.56 179.56 - -
Share of Profit of Equity Accounted Investees 0.63 1.08 - -
(Net of Income Tax)
Profit/(Loss) Before Tax 2,085.33 2,038.88 1,473.08 1,289.01
Tax Expense/(Income) (256.2) 404.70 (281.90) 289.14
Profit/(Loss) After Tax 2,341.53 1,634.18 1,754.98 999.87
Other Comprehensive Income 138.51 36.95 (0.17) (1.97)
Total Comprehensive Income for the Period attributable to 2,480.04 1,671.13 1,754.81 997.90
Owners
138
Integrated Report Statutory Report Financial Statements
2. APPROPRIATION
Your Directors recommend appropriation as under:
4. DIVIDEND
A. Dividend Declared
During the fiscal year 2018-19, the following interim dividends were declared on shares of face value of `1 each.
Dividend Rate Per Share on Shares
Declared at the Board Meeting Dated Record Date
of Face Value of `1 Each
May 8, 2018 7.00* May 16, 2018
July 30, 2018 2.00* August 7, 2018
November 2, 2018 4.00 November 14, 2018
January 29, 2019 2.00 February 6, 2019
*Note: The dividend declared on May 8, 2018 and July 30, 2018 are on the pre-bonus paid-up capital, and all the
subsequent dividends are on the post-bonus paid-up capital. Subsequent to the close of fiscal year 2018-19, the
Board has declared an interim dividend of `2 per equity share. The record date for the same is May 13, 2019. This
dividend will be accounted in fiscal year 2019-20.
B. Dividend Distribution Policy Four Board meetings were held closely with management teams
The Board of Directors adopted during the year. The details of in scaling business. Sumeet’s
the Dividend Distribution Policy the meetings and the attendance appointment will enable GCPL to
pursuant to the SEBI (Listing record of the Directors are in the leverage his significant expertise
Obligations and Disclosure Corporate Governance section and perspective to guide GPCL’s
Requirements) Regulations, of the Annual Report. growth strategy.
2015 (Regulations), which
requires the top 500 listed B. Appointment/Reappointment/ Mr. Bharat Doshi’s tenure of 5
companies (by market Retirement of Directors years is ending on September
capitalisation) to formulate the Mr. Sumeet Narang was 25, 2019, and he has expressed
same. The Company’s Dividend appointed as an Additional his desire to not offer himself for
Distribution Policy may also be Independent Director at the reappointment for another term.
accessed through the Board meeting held on January The Board of Directors places on
following link[1]. 29, 2019, with effect from April record its sincere appreciation of
1, 2019. Sumeet has experience the contribution made by
5. BOARD OF DIRECTORS of making investments in Mr. Doshi during his tenure on
A. Number of Meetings and businesses in emerging the Board.
Appointment of Directors categories in India and working
[1] http://www.godrejcp.com/Resources/uploads/codes-and-policies/dividend_distribution_policy.pdf
139
The first term of 5 years of member of the Audit Committee are as per the Board Diversity
Mr. Narendra Ambwani is with effect from April 1, 2019, Policy, Listing Regulations and
ending on July 27, 2019. The consequent to his appointment the Companies Act, 2013.
first term of 5 years of Mr. Aman on the Board as an Independent
Mehta, Dr. Omkar Goswami and Director. Mr Bharat Doshi has G. Remuneration Policy
Ms. Ireena Vittal is ending on stepped down as the Chairman The Company’s Remuneration
September 25, 2019. Based on of the Committee from April 1, Policy for Directors, key
their successful performance 2019 and Mr Aman Mehta has managerial personnel (KMP)
evaluations, the Nomination been appointed as the Chairman and other employees is
and Remuneration Committee of the Committee with effect attached as Annexure ‘B’.
has recommended their from the same date. The Company’s total rewards
reappointment for a second term framework aims at holistically
as follows: D. Declaration from Independent using elements such as fixed
Directors and variable compensation,
Mr. Narendra Ambwani - Term All the Independent Directors long-term incentives, benefits
from July 28, 2019 to November have given their declaration and perquisites, and non-
14, 2023 confirming that they meet the compensation elements
criteria of independence as (career development, work-
Mr. Aman Mehta - Term from prescribed under the provisions life balance and recognition).
September 26, 2019 to August of the Companies Act, 2013 and The Non-Executive Directors
31, 2021 the Listing Regulations, and the receive sitting fees and
same has been noted by the commission in accordance
Ms. Ireena Vittal and Dr. Omkar Board of Directors. with the provisions of the
Goswami - Term of 5 years Companies Act, 2013.
from September 26, 2019 to E. Familiarisation Programmes
September 25, 2024 Several familiarisation H. Remuneration to Directors
programmes for the Independent The remuneration of Directors
The special resolutions for Directors were conducted during is in accordance with the
the above reappointments are the year, covering topics like remuneration policy formulated
included in the notice of the Annual Operating Plan for fiscal in accordance with various rules
Annual General Meeting (AGM). year 2018-19, update on key and regulations for the time
amendment to the SEBI Listing being in force. The disclosure
In the forthcoming AGM, Regulations and actionables on the details of remuneration to
Mr. Nadir Godrej and for the Company arising out of Directors and other employees
Mr. Jamshyd Godrej will retire by the amendments and in-depth pursuant to Section 197 read
rotation and being eligible will be presentation on household with Rule 5(1) of the Companies
considered for re-appointment. insecticides business by the (Appointment and Remuneration
business head. Additionally, at of Managerial Personnel)
C. Audit Committee of the Board all the Board meetings, detailed Rules, 2014 is given under
of Directors presentations covering business Annexure ‘C’. The information
Your Company has an Audit performance and financial required under Rule 5(2) and
Committee in compliance with updates were made. The number Rule 5(3) of the Companies
Section 177 of the Companies of hours of the familiarisation (Appointment and Remuneration
Act, 2013 and Regulation 18 programmes conducted may be of Managerial Personnel) Rules,
of Listing Regulations. The accessed through the following 2014 is not being sent along
Committee consists entirely link[2]. with this report. However, this
of the Independent Directors annexure is available on the
Mr. Bharat Doshi, Mr. Narendra F. Board Diversity Policy Company website. Members
Ambwani, Dr. Omkar Goswami, The Company has in place a who are interested in obtaining
Mr. Aman Mehta, Ms. Ireena Board Diversity Policy, which these particulars may write
Vittal, Ms. Ndidi Nwuneli is attached as Annexure ‘A’. to the Company Secretary
and Ms. Pippa Armerding as The criteria for determining at the Registered Office of
members. Mr. Sumeet Narang qualification, positive attributes the Company. The aforesaid
has also been appointed as a and independence of Directors annexure is also available for
[2] http://www.godrejcp.com/Resources/uploads/compliance_other_updates/FamiliarisationProgrammeIndependentDirectors_11042019.pdf
140
Integrated Report Statutory Report Financial Statements
inspection at the Registered dynamics. Evaluation of each your Directors, based on the
Office of the Company during of the Board Committees representation received from the
working hours, up to the date covered whether they have Operating Management, and
of the AGM. Mr. Adi Godrej, well-defined objectives and after due inquiry, confirm the
Chairman Emeritus; Ms. Nisaba the correct composition, and following:
Godrej, Executive Chairperson; whether they achieved their
and Mr. Vivek Gambhir, objectives. The criteria for a) In the preparation of the
Managing Director and CEO, Individual Board Members annual accounts, the
receive remuneration from included skills, experience, level applicable accounting
your Company. of preparedness, attendance, standards have been
extent of contribution to Board followed, and no material
I. Performance Evaluation of debates and discussion, and departures have been made
the Board of Directors, its how each Director leveraged from the same
Individual Members and its their expertise and networks
Committees to meaningfully contribute to b) They have selected such
We conducted a formal Board the Company. The criteria for accounting policies and
effectiveness review, as part the Chairperson’s evaluation applied them consistently
of our efforts to evaluate the included leadership style and and made judgements and
performance of our Board conduct of Board meetings. estimates that are reasonable
and identify areas that need The performance evaluation and prudent so as to give a
improvement in order to enhance criteria for Independent Directors true and fair view of the state
the effectiveness of the Board, included a check on their of affairs of the Company at
its Committees, and Individual fulfilment of the independence the end of the fiscal year and
Directors. This was in line with the criteria and their independence of the profit of the Company
requirements of the Companies from the management. for that period
Act, 2013 and the Listing
Regulations. The Corporate HR The following reports were c) They have taken proper
team of Godrej Industries Limited created as part of the evaluation: and sufficient care for the
and Associate Companies worked maintenance of adequate
directly with the Chairperson and • Board Feedback Report accounting records in
the Nomination and Remuneration accordance with the
• Individual Board Member
Committee of the Board to design provisions of the Companies
Feedback Report
and execute this process. It was Act, 2013 for safeguarding
later adopted by the Board. •
Chairperson’s Feedback the assets of the Company
Report and for preventing and
Each Board Member detecting fraud and other
completed a confidential online The overall Board Feedback irregularities
questionnaire, sharing vital was facilitated by Mr. Bharat
feedback on how the Board Doshi with the Independent d) They have prepared the
currently operates and how its Directors. The Directors were annual accounts on a going
effectiveness could be improved. not only vocal regarding the concern basis
This survey included four Board functioning effectively
sections on the basis of which but also identified areas e) They have laid down internal
feedback and suggestions were that showed scope for financial controls to be
compiled: improvement. Feedback from followed by the Company,
the Committees and Individual and such internal financial
• Board processes Board Members was shared controls are adequate and
with the Chairperson. Following operating effectively
• Individual Committees
her evaluation, a Chairperson’s
• Individual Board Members Feedback Report was compiled. f) They have devised a proper
system to ensure compliance
• Chairperson
J. Directors’ Responsibility with the provisions of all
Statement applicable laws, and this
The criteria for Board processes
Pursuant to the provisions system is adequate and
included Board composition,
contained in Section 134(5) operating effectively
strategic orientation and team
of the Companies Act, 2013,
141
6. Transfer to IEPF B. Related Party Transactions • Godrej Easy IP Holding Ltd.
In accordance with the applicable In compliance with the Listing
provisions of Companies Act, Regulations, the Company has A. Report on the Performance of
2013 read with Investor Education a policy for transactions with Subsidiaries and Associates
and Protection Fund (Accounting, Related Parties (RPT Policy). The business details of the key
Audit, Transfer and Refund) Rules, During the year, the Company subsidiaries are provided in
2016 (‘IEPF Rules’), all unclaimed has revised its Policy on dealing the Management Discussion &
dividends are required to be with Materiality of Related Party Analysis section of this Annual
transferred by the Company to the Transactions, in accordance with Report. While the Review of
IEPF, after completion of 7 years. the amendments to the applicable Operations section mentions
Further, according to IEPF Rules, the provisions of the Listing the details regarding the
shares on which dividend has not Regulations. The RPT Policy performance of your Company’s
been claimed by the shareholders is available on the Company India business, we provide brief
for seven consecutive years or website, which can be accessed details on the performance of
more shall be transferred to the through the following link[5]. other clusters below:
demat account of the IEPF authority.
Accordingly, `86,83,307 of unpaid/ Apart from the Related Party Indonesia
unclaimed dividends and 9,22,131 Transactions in the ordinary Our Indonesia business posted
shares (including 8,35,029 bonus course of business and on a strong turnaround in fiscal
shares declared in September arm’s length basis, the details year 2019, growing by 11 per
2018) were transferred during the of which are given in the notes cent in constant currency terms,
financial year 2018-19 to the Investor to financial statements, no other recovering from the 6 per cent
Education and Protection Fund. related party transactions require top-line decline in the previous
disclosure in the Board’s Report, fiscal. Our growth was led by
The Company has appointed a for compliance with Section HIT, with strong share revival
Nodal Officer under the provisions 134(3)(h) of the Companies Act, backed by at-scale media
of IEPF Regulations, the details of 2013. Therefore, the disclosure investments, break-the-clutter
which are available on the website of Related Party Transactions as communication and strategic
of the Company, which can be required under Section 134(3)(h) trade spends. This fiscal was
accessed through the of the Companies Act, 2013 in also a milestone year for us
following link[3]. Form AOC-2 is not applicable. in terms of innovation, with
the highest ever new product
The Company has uploaded the 8. Subsidiaries, Associates and launches in a year. We had four
details of unpaid and unclaimed Joint Venture strong launches this year, all
amounts lying with the Company During the year, the following aimed at category development
as on July 30, 2018 (date of last company became a subsidiary of and with strong product
AGM) on the Company’s website, your Company: differentiation. In household
which can be accessed through the insecticides, we launched Long
following link[4] and of the Ministry • Godrej CP Malaysia BHD Lasting Paper (LLP) under
of Corporate Affairs website at the expert platform that we
During the year, the following
www.iepf.gov.in. launched in the previous fiscal.
companies have ceased to be the
LLP is a superior overnight
subsidiaries of your Company:
7. Finance solution, longer lasting as well
A. Loans, Guarantees and as more effective than coil; it
• Argencos SA on account of its
Investments targets upgrading coil users
merger with Laboratoria Cuenca
The details of loans, guarantees and gained a share of the coil
and investments as required by • Godrej Consumer Products UK market, a segment we earlier
the provisions of Section 186 Ltd. on account of divestment of did not compete in. We also
of the Companies Act, 2013, stake in that Company forayed into other pests, by
and the rules made thereunder launching HIT Roach Aerosol, as
are set out in the Notes to the During the year, the following part of our strategy to address
Standalone Financial Statements company has ceased to be the Joint market whitespaces. In air care,
of the Company. Venture of your Company: we launched the parfumist
[3] http://www.godrejcp.com/investors.aspx#shareholder-information
[4] http://www.godrejcp.com/unclaimed-dividend.aspx
[5] http://www.godrejcp.com/Resources/uploads/codes-and-policies/RelatedPartyTransactionsPolicy_010419.pdf
142
Integrated Report Statutory Report Financial Statements
143
conducted to create awareness Discussion and Analysis Section of (3)(m) of the Companies Act,
regarding sexual harassment the Annual and Integrated Report. 2013 read with the Companies
among employees. There was one (Accounts) Rules, 2014, which
complaint during the calendar year 13. VIGIL MECHANISM forms a part of the
2018, and hence, the Committee Your Company has adopted a Board’s Report.
filed one complaint report with Whistle Blower Policy as a part of
the concerned authorities, in its vigil mechanism. The purpose of B. Corporate Social
compliance with Section 22 of the the policy is to enable any person Responsibility
aforementioned act. (employees, customers or vendors) Your Company has a well-
to raise concerns regarding documented Corporate Social
10. TALENT MANAGEMENT AND unacceptable improper practices Responsibility (CSR) Policy,
SUCCESSION PLANNING and/or any unethical practices and the same is available on
Your Company has the talent in the organisation without the the website of the Company
management process in place knowledge of the management. All under the following link[9]. The
with an objective of developing employees shall be protected from CSR Report along with details
a robust talent pipeline for the any adverse action for reporting any of CSR projects are provided in
organisation which includes the unacceptable or improper practice Annexure ‘E’ to this Report.
senior leadership team. As part and/or any unethical practice,
of the talent process, we identify fraud or violation of any law, rule C. Employee Stock Option
critical positions and assess the or regulation. This policy is also Scheme
succession coverage for them applicable to the Directors of The Company has a stock
annually. During this process, we the Company. option scheme named as
also review the supply of talent,
‘Employee Stock Grant Scheme,
identify high potential employees Mr. V Swaminathan, Head- 2011’. The number and the
and plan talent actions to meet the Corporate Audit and Assurance, resulting value of stock grants to
organisation’s talent objectives. has been appointed as the ‘Whistle be given to eligible employees
We continue to deploy leadership Blowing Officer’, and his contact is decided by the Nomination
development initiatives to build details have been mentioned in the and Remuneration Committee,
succession for key roles. policy. Furthermore, employees which is based on the closing
are also free to communicate their
market price on the date of the
11. ANNUAL RETURN complaints directly to the Chairman/
grants. The grants vest in one
In compliance with the provisions Member of the Audit Committee,
Section 134(3)(a) of the Companies or more tranches as per the
as stated in the policy. The policy is
Act, 2013, the Annual Return decision of the Nomination and
available on the internal employee
of the Company as per Section Remuneration Committee with
portal as well as the Company’s
92(3) of the Act is available on the a minimum vesting period of 1
website and can be accessed
Company website, which can be year from the grant date. Upon
through the following link[8]. The
accessed through the following vesting, the eligible employee
Audit Committee reviews reports
link[7]. can exercise the grants and
made under this policy and
acquire equivalent shares of
implements corrective actions,
12. RISK MANAGEMENT face value `1. The difference
wherever necessary.
The Company has a well-defined between the market price at the
process in place to ensure time of grant and the market
14. ANNEXURES
appropriate identification and price on the date of exercise
A. Disclosure on Conservation
mitigation of risks. The Risk is the gross gain/loss to the
of Energy, Technology
Management Committee of the employee. The details of the
Absorption, Foreign Exchange
Company has been entrusted by grants allotted under Godrej
Earnings and Outgo
the Board with the responsibility of Annexure ‘D’ of this Report Consumer Products Limited
identification and mitigation plans provides information on Employee Stock Grant Scheme,
for the ‘Risks that Matter’. the conservation of energy, 2011, as also the disclosures
technology absorption, foreign in compliance with SEBI (Share
Elements of risks to the Company exchange earnings and outgo Based Employee Benefits)
are listed in the Management as required under Section 134 Regulations, 2014, and Section
[7] http://www.godrejcp.com/annual-reports.aspx
[8] http://www.godrejcp.com/Resources/uploads/codes-and-policies/WhistleBlowerPolicy.pdf
[9] http://www.godrejcp.com/Resources/uploads/codes-and-policies/CSRPolicy.pdf
144
Integrated Report Statutory Report Financial Statements
62 1(b) read with Rule 12(9) of B. Cost Auditors company has adopted and follows
the Companies (Share Capital The Company is maintaining such practices, conventions and
and Debentures) Rules, 2014 requisite cost records for codes that would provide its
are set out in Annexure ‘F’. the applicable products of financial stakeholders a high level
Your Company has not given the Company. Pursuant to of assurance of the quality of
loan to any person under any directions from the Department corporate governance.
scheme for or in connection with of Company Affairs, M/s. P.
the subscription or purchase of M. Nanabhoy and Co., Cost The SVG1 rating is on a scale
shares in the Company or the Accountants, were appointed as of SVG1 to SVG6, where SVG1
holding Company. Hence, there cost auditors for the applicable denotes the highest rating. The
are no disclosures on voting products of the Company for SVG1 rating implies that according
rights not directly exercised by the fiscal year 2018-19. They are to ICRA’s current opinion, the
the employees with respect to required to submit the report to company belongs to the highest
the shares to which the the Central Government within category of the composite
scheme relates. 180 days from the end of the parameters of stakeholder value
accounting year. creation and management as well
15. LISTING as corporate governance practices.
The shares of your Company are C. Secretarial Auditors
listed at the BSE Limited and the The Board had appointed Pursuant to the Listing Regulations,
National Stock Exchange of India M/s. A. N. Ramani and the Report on Corporate
Limited. The applicable annual listing Co., Company Secretaries, Governance is included in the
fees have been paid to the Stock Practising Company Secretary, Annual and Integrated Report. The
Exchanges before the due dates. to conduct a secretarial audit Practicing Company Secretary’s
Your Company is also listed on the for the fiscal year 2018-19. The Certificate certifying the Company’s
Futures & Options Segment of the Secretarial Audit Report for the compliance with the requirements of
National Stock Exchange of India. fiscal year ended March 31, corporate governance, in terms of
2019 is attached herewith as the Listing Regulations, is attached
16. BUSINESS RESPONSIBILITY Annexure ‘G’. The Secretarial as Annexure ‘H’.
REPORT
Audit Report does not contain
Pursuant to Regulation 34 of the 19.MANAGEMENT DISCUSSION AND
any qualification, reservation or
Listing Regulations, the Business ANALYSIS
adverse remark.
Responsibility Report highlighting Management Discussion and
the initiatives taken by the Company 18. CORPORATE GOVERNANCE Analysis as stipulated under the
in the areas of environment, social, Your Company continues to enjoy Listing Regulations is presented in
economic and governance is a Corporate Governance Rating of a separate section forming a part of
available on the website of the CGR2+ (pronounced CGR 2 plus) this Annual and Integrated Report.
Company, which can be accessed and a Stakeholder Value Creation
through the following link[10]. and Governance Rating of SVG1 20. CONFIRMATIONS
(pronounced SVG one). The ‘+’ sign • Your Company is in compliance
17.AUDITORS AND AUDITORS’ with the Secretarial Standards
indicates a relatively high standing
REPORT on Meetings of the Board of
within the category indicated by
A. Statutory Auditors Directors (SS-1) and Secretarial
the rating. The aforementioned
In accordance with Section 139 Standards on General Meetings
ratings are on a scale of 1 to 6,
of the Companies Act, 2013 and (SS-2) issued by the Institute of
where 1 is the highest rating.
the Rules made thereunder, M/s. Company Secretaries of India
The two ratings indicate whether
B S R and Co., LLP, Chartered (ICSI).
a company is being run on the
Accountants (Firm Regn. No.
principles of corporate governance
101248W/W-100022) has been • There have been no material
and whether the practices followed
appointed as the statutory changes and commitments
by the company lead to value
auditor to hold office from the affecting the financial position
creation for all its shareholders. The
conclusion of the 17th AGM on of the Company which have
CGR2 rating is on a scale of CGR1
July 31, 2017 until the conclusion occurred between the March
to CGR6, where CGR1 denotes
of the 22nd AGM in the year 2022, 31, 2019 and the date of this
the highest rating. The CGR2+
at a remuneration as may be Board’s Report (i.e. May 3,
rating implies that according to
approved by the Board. 2019).
ICRA’s current opinion, the rated
[10] http://www.godrejcp.com/annual-reports.aspx
145
• There have been no instances of and continuously seeks to enhance Total Cash Compensation
frauds reported by the auditors the effectiveness of its Board. The The employees’ total cash compensation
under Section 143(12) of the Company believes that for effective has the following three components:
Companies Act, 2013 and the corporate governance, the Board
Rules framed thereunder, either should have the appropriate balance 1. ‘Fixed Compensation’ comprising
to the Company or to the Central of skills, experience and diversity of the basic salary and retirement
Government. perspectives. Board appointments benefits such as the provident fund
will be made on a merit basis, and and gratuity
• During the Financial Year 2018- candidates will be considered on the
19, there were no significant and basis of objective criteria, with due 2. ‘Flexible Compensation’ comprising
material orders passed by the regard for the benefits of diversity on a fixed predetermined component
regulators or Courts or Tribunals the Board. The Board believes that of the employees’ compensation.
which can adversely impact such merit-based appointments will Employees can allocate this amount
the going concern status of the best enable the Company to serve to different components, as per their
Company and its operations its stakeholders. The Board will grade eligibility, defined at the start
in future. regularly review this policy to ensure its of each fiscal year
effectiveness.
21. APPRECIATION 3. ‘Variable Compensation
Your Directors wish to extend their ANNEXURE ‘B’ (Performance-Linked Variable
sincere thanks to the employees Remuneration)’ comprising
of the Company, central and GCPL TOTAL REWARDS POLICY employee rewards for delivering
state governments as well as the superior business results and
government agencies, banks, GCPL’s Total Rewards Framework aims individual performance. It is
customers, shareholders, vendors at holistically using elements such designed to provide a significant
and other related organisations that as fixed and variable compensation, upside earning potential without
have helped in your Company’s long-term incentives, benefits and a cap for overachieving business
progress, as partners, through their perquisites and non-compensation results. It has a ‘Collective’
continued support and elements (career development, work- component, linked to the
co-operation. life balance and recognition). achievement of specified business
results, measured by ‘Economic
For and on behalf of the Board of Highlights Value Added’ or other related
Directors The rewards framework offers metrics, relative to the target set for
employees the flexibility to customise a given fiscal year, and an ‘Individual’
Nisaba Godrej different elements based on need. component, based on employee’s
Executive Chairperson The framework is also integrated performance, as measured by the
Mumbai, May 03, 2019 with GCPL’s performance and performance management process.
talent management processes
ANNEXURE ‘A’ and is designed to ensure sharply Long-Term Incentives (Employee
differentiated rewards for our best Stock Grant Scheme)
BOARD DIVERSITY POLICY performers. This scheme aims at driving a culture
of ownership and focus on long-term
The Company is committed to equality The total compensation for a given results. It is applicable to Godrej
of opportunity in all aspects of its position is influenced by the following Leadership Forum members. Under
business and does not discriminate three factors: position, performance this scheme, performance-based
on the grounds of nationality, race, and potential. As a broad principle, stock grants are awarded. The value
colour, religion, caste, gender, for high performers and potential of the stock grant is proposed by
gender identity or expression, sexual employees, GCPL strives to deliver the management and approved by
orientation, disability, age or marital total compensation at the 90th the Nomination and Remuneration
status. The Company recognises merit percentile of the market. Committee.
146
Integrated Report Statutory Report Financial Statements
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
(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the
fiscal year 2018-19; the percentage increase in the remuneration of each Director, Chief Financial Officer and Company
Secretary during the fiscal year 2018-19; and the comparison of remuneration of each KMP against the performance of the
Company are as follows:
Remuneration includes the actual performance-linked variable remuneration payable for the fiscal year on the basis of
performance, profitability and optimum utilisation of capital.
B. Non-Executive Directors
Ratio of Remuneration of Each Director to
Sr. Per Cent Increase/(Decrease) in Remuneration
Name of Director the Median Remuneration Paid/Payable to all
No. in the Fiscal Year 2018-19
employees for the Fiscal Year 2018-19
1 Jamshyd Godrej - 5.46
2 Nadir Godrej - 5.94
3 Tanya Dubash - 5.70
4 Pirojsha Godrej - 5.70
5 Narendra Ambwani 74.00 9.50
6 Pippa Armerding 74.00 9.74
7 Bharat Doshi 74.00 9.50
8 Omkar Goswami 74.00 7.84
9 Aman Mehta 74.00 9.50
10 Ndidi Nwuneli 74.00 9.50
11 Ireena Vittal 74.00 9.03
Note:
(i) Median remuneration of all the employees of the Company for the fiscal year 2018-19: `4.21 lakh.
(ii) The percentage decrease in the median remuneration of employees in the fiscal year: 6.23 per cent.
(iii) The number of permanent employees on the payrolls of the Company as on March 31, 2019 is 2781.
(iv) The average percentile increase already made in the salaries of the employees other than the managerial personnel
in the last fiscal year and its comparison with the percentile increase in the managerial remuneration and justification
thereof: Total managerial remuneration comprises the remuneration of the Whole-Time Directors and commission
paid to Non-Executive Directors. The Whole-Time Directors’ remuneration is as per the resolution approved by the
shareholders and will not exceed 10 per cent of the Company’s net profits as permitted by the Companies Act, 2013.
The Non-Executive Directors are also eligible for sitting fees of `1 lakh per Board meeting attended and `20,000
per Committee meeting attended. The shareholders at the AGM held on July 30, 2018, have authorized payment of
commissions on profits to Non-Executive Directors at a rate not exceeding 1% 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 & Remuneration Committee meetings and Independent Directors’ meetings. Compared to the
previous year, the actual sitting fees and additional commission linked to attendance in meetings have varied in case of
some of the Non-Executive Directors. The average percentile change in the salary of employees other than managerial
personnel is an increase of 1.66 per cent while that of Managerial Personnel is a decline of 27.74 per cent. Decline is
largely on account of performance-linked variable remuneration.
(v) Remuneration is as per the remuneration policy of the Company.
147
ANNEXURE ‘D’ Water Conservation • Installed the VFD for cooling tower
The total capital investment on water circulation pump and vacuum pump
INFORMATION PURSUANT TO conservation initiatives is `5.37 lakh, at Bari Brahamana
SECTION 134(3)(M) OF THE and savings in energy consumption
COMPANIES ACT, 2013 READ WITH is 350 KL per annum. The energy CENTRAL WEST CLUSTER
THE COMPANIES (ACCOUNTS) conservation initiatives are as follows: Energy Conservation
RULES, 2014, WITH RESPECT The total capex utilised for energy
TO CONSERVATION OF ENERGY, • Installation of screw conveyor in conservation measures is `1.41 crores.
TECHNOLOGY ABSORPTION, stamping machine, which reduced The energy conservation measures are
FOREIGN EXCHANGE EARNINGS the wet dough moisture content as follows:
AND OUTGO and increased the drier efficiency at
Meghalaya Coil, resulting in saving • Installed LED lights, leading to
A. CONSERVATION OF ENERGY of 78 KL per annum saving in power consumption by
Steps taken or impact of 55,000 KWh/annum
initiatives for conservation of • Push type water tap installed at
energy, and steps taken by the Lokhra II, resulting in saving of 72 • Replaced old air conditioners with
Company to use alternate sources KL per annum energy-efficient air conditioners,
of energy leading to saving in power
• DM water and distilled water consumption by 50,000 KWh/
NORTH-EAST CLUSTER receiver tank fixed with level annum
Energy Conservation controller to stop over flow of water
The total capital investment on energy from the receiver, resulting in saving • Installed vacuum generators in
savings initiatives is `1.32 lakh, and of 200 KL per annum place of watering pump in stamping
savings in energy consumption is 0.83 machines, leading to saving in
lakh KWh per annum. The energy Awards Won power consumption by 45,000
conservation initiatives are as follows: • Certificate of Appreciation from KWh/annum
National Safety Council for Aer and
• Increased the air volume in Meghalaya units Fuel Saving
mould pusher cylinder to reduce • Installed an IOT-based
compressor load at Meghalaya • Occupational Health and Safety instrumentation system in RO2 for
Coil, resulting in saving of Innovation Awards 2018 by UBM reducing steam consumption during
14,976 KWh group—GCPL Lokhra 2 and the unloading of tankers, leading to
Kalapahar Coil units saving of fuel by 81 MT/annum
• Replaced the cooling tower water
circulation pump from 10 HP to 5 NORTH CLUSTER • Installed a water-based vacuum
HP at Sikkim, resulting in saving of The total capital investment on energy system in FADP3 for reducing steam
6,500 KWh savings initiatives is `18.05 lakh, and consumption, leading to saving of
savings in energy consumption is fuel by 250 MT/annum
• Friction Roller Feeders were 6.78 lakh KWh per annum, which is
installed in leaflet and booklet equivalent to `44 lakh. The energy Awards won by Malanpur unit:
feeding in fast card machinery. conservation initiatives are as follows: • Excellent Energy-Efficient Unit
Earlier we were using pneumatically award—by CII’s ‘National Energy
operated booklet and leaflet feeders • Interlocking of Plodder and Award 2018’
at New Conso, resulting in saving of Conveyor system
5,714 KWh o First prize from MPPCB—
• Installation of energy-efficient ‘Environment Award under Red
• Replaced part of conventional compressors category of Industry’
lighting with LED lighting in the
• Optimisation of Chiller operation o Received JUSE award on 5’S
units, resulting in saving of
40,714 KWh concept by QCFI
• Automation in BOPP tape machine
SOUTH CLUSTER
• Installing sensor, limit switch, auto • Voltage optimisation, reducing 420
The total capex utilised for energy
cut-off and occupancy sensors in V to 400 V at Kathua
conservation measures is `21.57 lakh.
admin areas, resulting in saving of
• Downsize of root blower motor at The energy conservation measures are
15,000 KWh
Thana Plant as follows:
148
Integrated Report Statutory Report Financial Statements
• Reduction in energy consumption B. TECHNOLOGY ABSORPTION category. R&D has played a pivotal
by the installation of energy-efficient The research and development role in improving cost optimisation
LED lightings, solar-based lightings, function of your organisation played across product categories by
VFDs in high HP motors and reuse a key role in ensuring the successful contributing through both product-
of flue gas for preheating purpose launches of the following products and process-related innovations
has resulted in saving of 1,26,570 during the year 2018-19: and improvements.
KWh/year, covering five factories in
Pondicherry, Karaikal and M Nagar. 1. Protekt—Mr. Magic Hand Wash We believe that the three key
pillars of consumer centricity, new
• Use of bio waste fuels in our hot air 2. Men’s Grooming Range
product development and training-
generators to the extent of 4,303 3. Aer Matic Room Freshener led skill upgradation will continue
MT instead of furnace oil in our to propel your Company ahead
Pondicherry Coil Factory. 4. Good Knight Natural Incense Stick of competition in its strategy of
5. Premium Aer Fresheners innovation-led value creation.
Awards
1. QCFI—Quality Circle—two gold 6. Nupur HBP III. Future plan of action
awards and one silver award by R&D shall continue to play a key
7. Cinthol Deo Shot
MMN Team, two gold awards and role in the advancement and
three silver awards by Pondy units, successful execution of newer
The current year, like previous
three gold awards and one silver innovations in the marketplace, for
years, also saw a sharp focus on
award by Karaikal units. both domestic and international
consumer-centric and relevant
design-led innovation. The company business. Our R&D team shall
2. QCFI Chennai—poka-yoke
put a lot of focus on innovation in constantly endeavour to deliver
competition—platinum award by
new technologies, which gives value superior innovative products,
MMN Team.
for money to the consumer. thereby delighting, both domestic
and international customers by:
3. QCFI Chennai—Kaizen
competition—won Outstanding and I. R&D product categories initiated
by the Company 1. Ensuring successful commercial
Excellence Award by South units.
1. Hair Care launches within hair care,
4. NCQC Gwalior—Par Excellence household insecticides, room
2. Skin Care freshener and personal care
Award by MMN unit, Excellence
Award by Conso unit and one Par categories for the coming year.
3. Household Insecticides
Excellence/one Excellence Award
by Karaikal team. 4. Customer Centricity 2. Engaging in providing support on
global innovation strategies for
5. Packaging Development
5. QCFI Chennai—5S Competition— various product categories within
eight platinum and two gold awards 6. Fabric Care our international businesses,
won by South units. and extending support on
7. Hygiene Products
relevant product development for
6. 5S Award from QCFI and JUSE 8. Air Care international markets.
(Union of Japanese Scientist
9. Dry Hair
Engineers) received by Conso unit. 3. Focusing on newer consumer
II. Benefits derived as a result of the relevant product experiences
7. CII EHS Audit—One 5-star rating, aforementioned R&D efforts within all categories such as skin
two 4-star rating and one 3-star R&D has played pivotal role in care, household insecticides,
rating awards won. developing new technologies hair care, air freshener and
in air fresheners, hair colours, fabric care.
8. National Safety Councils Safety personal wash and HI areas. Strong
Award 2018—Certificate of R&D-led initiatives with innovative 4. Maintaining a strong focus on
Appreciation Won by Conso Unit for projects have resulted in successful R&D training needs and people
the fifth Consecutive Year. launches of several new products development.
in the marketplace in the current
9. All our 5 units are certified for ISO financial year. The company has 5. Partnering collaborations with
9001:2015, ISO 14001:2015 and launched break through innovation external stakeholders and
ISO 45001:2018 standards. first of its kind in the hand wash leading institutions.
149
IV. Expenditure on R&D
` Crore
Fiscal Year Fiscal Year
2018-19 2017-18
Capital 0.12 0.25
Recurring 16.38 14.91
Total 16.50 15.16
Total R&D expenditure as a percentage of total sales turnover 0.30 0.29
ANNEXURE ‘E’ An overview of the projects or i. Salon-i trains young girls and
programmes undertaken during fiscal women in beauty and hair
CSR REPORT year 2018-19 is given below. We have care. Over 1,01,100 women
aligned our programmes to national have graduated from this
A brief outline of the Company’s missions and priorities, and they are programme in fiscal year 2018-
CSR policy, including an overview of thus categorised. 19. The programme is currently
projects or programmes proposed operational in 300 centres
to be undertaken, with a URL to the I. National Skills Mission across India. The curriculum is
CSR policy and initiatives integrated with life skills and
A. Employability and Livelihoods entrepreneurial modules to equip
A brief outline of the Company’s At Godrej, we collaborate with the candidates in starting their
CSR policy, including an overview of non-profit organisations and own enterprise, if they are so
projects or programmes proposed social enterprises to design interested. The curriculum has
to be undertaken, with a URL to the and run several employability been digitised and is available
CSR policy and initiatives, GCPL is training programmes for youth as audio-visual content. Through
committed to the Godrej Group’s from low-income sections of our partnerships, approximately
‘Good & Green’ vision of creating a society. We aim to improve 60 per cent of our alumni have
more inclusive and greener India. The the earning potential of our found jobs in beauty parlours,
Good & Green CSR policy focuses trainees by building their skills many of which are nationally
on addressing the critical social, and empowering them. Apart recognised chains; the remaining
from core domain skills, our work mainly as freelancers
environmental and economic needs of
programmes also focus on life or micro-entrepreneurs.
the marginalised and less privileged
skills training, entrepreneurship Furthermore, we reached out
sections of society. Through our Good
development and postplacement to women in the beauty and
& Green CSR policy, we align our
support. wellness industry across India
CSR strategy with the Godrej Group’s
to set up the ‘Beauty-preneur’
Good & Green vision and goals. We
As of March 2019, we have platform. This programme
adopt an approach that integrates the trained over 3,63,080 youth promotes entrepreneurship
solutions to these problems into the in skills that will enhance their and enables women to start
strategy of the Company to benefit earning potential. Our projects training other girls as well
communities at large and deliver include as empowers these women
social and environmental impact. The entrepreneurs through life skills
Company has framed a CSR policy • Salon-i, our beauty and hair and entrepreneurship modules.
in compliance with the provisions of care training Over 1100 women have joined
the Companies Act, 2013. The policy the Beauty-preneur programme
as well as projects and programmes •
Life skills and are aiming to reach out to
under the CSR policy are available on other women as well as grow
the Company website, which can be • Rural Intensification their businesses.
accessed through the following link[11]
[11] http://www.godrejcp.com/good-and-green.aspx
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Integrated Report Statutory Report Financial Statements
ii. We have developed a life quality and affordable goods to awareness and behaviour
skills curriculum for all our our 1.1 billion people globally, change communication
employability programmes who use our products on any programme to combat malaria
across our businesses. given day. Our stakeholders are in regions that report high
The life skills curriculum also the communities that border annual parasite index (API).
supplements the current our plant locations. To align Under the EMBED programme,
employability courses. The our CSR activities with both we collaborate with non-
modules equip our trainees community needs and our Good governmental organisations
with financial literacy, work & Green strategy, we conducted and governments, in an effort to
readiness and critical skills, third-party community needs reduce morbidity and mortality
which will enable them to assessments at our priority plant due to malaria.
build stronger and more locations.
productive careers and The approach towards the
lives. Interactive games On the basis of valuable project is as follows:
and activities have been stakeholder input, we are now
developed for different target implementing a range of high- • Implement community need-
audiences under this project. impact community development based behaviour change
programmes primarily to communication interventions
iii. Rural Intensification: As a improve the quality of education at the village and household
corollary to the employability in government schools around level to spread awareness
and livelihoods programme, our manufacturing sites. We and encourage appropriate
we have set up a project to have primarily invested in healthcare-seeking behaviour
identify and train unemployed education, water, sanitation and for prevention and control of
women and youth in skill building initiatives across mosquito borne diseases
entrepreneurship skills to eight villages in and around our
ensure a stable livelihood manufacturing facilities. Our • Strengthen links with
for them. The programme interventions help to improve public and private health
involves intensive the infrastructure in schools services in the prioritised
mobilisation and a year-long as well as the overall teaching blocks to improve access to
handholding period to ensure learning environment. preventive, diagnostic and
that they succeed at their curative services
entrepreneurial ventures. In fiscal year 2018-19,
Till date, over 1480 youth we focused on boosting • Evaluate the data to support
have been trained under this infrastructure of educational scalability and replicability
initiative. institutes in the vicinity of of the project in other
our plants and supported geographies
iv. We have completed an Social the construction and repair
Returns on Investment (SROI) of classrooms, dining hall, Impact:
for the Salon-i programme, sanitation and drinking water • The programme currently
which showed an overall facilities and provided teaching addresses 45 per cent of the
social return of 6.46 for and learning aids to four malaria burden in Madhya
every rupee invested. The schools across Baddi (Himachal Pradesh across 9 districts,
study details the value Pradesh), Guwahati (Assam), 3000 villages, 7,00,000
creation achieved by the Karaikal (Pondicherry) and households and 35,00,000
programme in the lives of Bari Brahmana (Jammu). In people
small and micro women addition, we conducted a range
entrepreneurs in the salon of activities in local schools in • Till date, we have trained
industry through enhanced Malanpur (Madhya Pradesh). 3597 ASHA workers, 933
skills and incremental agency Rural Healthcare Providers,
in financial and non-financial II. Swachh Bharat Mission 3295 Ojhas/local healers
decision making. and 2762 local community
A. Elimination of Vector-Borne volunteers on correct
B. Community Development Endemic Diseases diagnosis treatment and/
Sustainability is an integral part Elimination of Vector-Borne or referral of malaria cases.
of our business and value chain, Endemic Diseases (EMBED) Our outreach activities have
and it helps us provide high- is an intensive community resulted in 27,149 Gram
151
Chaupal sessions, and we into liquid fuel and a plastic 2017-18. Full Implementation
have supported 8516 village recycling plant of 3 TPD to Phase has started in 2018-19.
health and nutrition days convert recyclable plastic Various interventions in over 500
into granules. Ha have been carried out by the
• Overall there has been a end of January 2019.
66 per cent reduction in III. Rural Electrification
API across intervention We aim to create renewable V. Donations
villages versus a 41 per cent energy ecosystems in rural A. Support to flood-affected
reduction in API across non- India to address the shortage communities in Kerala: GCPL’s
intervention villages over 3 of energy supply. The project donation enabled SEEDS to
years provides decentralised, off-grid provide permanent housing to
renewable energy systems through flood-affected communities.
• On the basis of government community-level installations
data, from 2015 to 2017, in energy-dark villages in B. Green chemistry: With the
at the end of year 1 Uttarakhand and Madhya Pradesh. funding from GCPL, the Institute
of Chemical Technology (ICT),
(intervention in two districts), We extended the project to
Mumbai, has proposed to set
80 per cent of targeted cover additional one village in
up a skill-development centre.
intervention villages had Uttarakhand and 25 villages in
The proposed centre has three
reduced API and 23 per cent Madhya Pradesh during 2018-19
objectives:
were using mosquito-bite by installing mini and micro solar
prevention strategies; at the grids during the year. With this,
• To develop training
end of year 2 (intervention we reached out to 100 villages in programmes for the
in six districts), 86 per cent total in the last couple of years in characterisation of biologics
of targeted intervention Andhra Pradesh, Madhya Pradesh and biopharmaceuticals
villages had reduced API and Uttarakhand.
and 21 per cent were using • To establish a state-of-the
mosquito-bite prevention In addition, we invested in 13 art centre for biophysical
strategies. At the end of solar irrigation systems in Madhya and biochemical analysis
year 3 (intervention in nine Pradesh, with each solar-powered for skill development for
districts), 81 per cent of the pump set covering 6-10 farmers. training students and provide
targeted intervention villages Furthermore, we also provided a resource to the Indian
had no malaria cases training to the local youth and biotechnology industry
carried out awareness programmes
B. Waste Management on the potential of renewable energy • To develop back‐to‐school
We have initiated various systems for meeting rural energy programmes for industrial
community waste management needs. participants to hone
projects across India. Some of their skills
these projects are as follows: IV. Watershed Management
Our integrated watershed C. Olympic gold quest: The project
Urban waste management
• development project will help aims to support 49 senior Indian
athletes aspiring to participate
in Maharashtra restore the ecological balance
in Commonwealth, Asian and
We are working with in the drought-prone district
Olympic games by funding their
Kalyan-Dombivali Municipal of Siddipet in Telangana. Our
training and sport equipment
Corporation (KDMC) and efforts are designed to recharge
purchase as well as providing
Green Roots Solutions groundwater and make more
medical support.
to set up an integrated water available for irrigation
waste management facility over a total area of more than D. Donation to Udwada
at Kalyan, Maharashtra. 3300 hectares and plantation of foundation to preserve cultural
The project is aimed to approximately 4 lakh saplings. heritage: The project supports
demonstrate zero garbage We are also working to support the extension of the Udwada
to landfill. The project farmers in adopting sustainable resource centre to having
involves setting up of farming practices to mitigate the audio-visual aid enabling
25 TPD of biogas plant impacts of climate change. The a timely preservation and
from wet waste, 5 TPD of Capacity Building Phase covering outreach of the
pyrolysis plant that converts an area of approximately 200 cultural heritage.
multi-layer plastic (MLP) hectares was completed during
152
Integrated Report Statutory Report Financial Statements
E. Promote culture and music among children: GCPL supports the National Centre for Performing Arts in Mumbai to run
school programmes to promote Indian music
and dance.
VII. Average net profit of the company in the last 3 fiscal years: `1,093.51 crore.
VIII.Prescribed CSR expenditure (2 per cent of the amount as in item V above): `21.87 crore.
153
154
Table 1-Details of CSR Expenditure for fiscal year 2018-19
Sr. CSR Project/Activity Identified Sector in Which the Project is Covered Amount Amount Spent on the Cumulative Amount Spent
No Outlay Project/Programmes Expenditure (Direct /Implementing Agency)
(Budget) up to the
Direct
Project/ Reporting
Expenditure Over-
Programme Period
on Projects or heads
Wise Programmes
1 Project Salon-i—skill training for Schedule VII (ii) Livelihood Enhancement 8.23 8.10 0.14 8.24 Multiple Agencies: SAATH, SEWA,
employability and entrepreneurship Projects YUVA, Dhriiti, tata strive, Aditya Birla
leading to women empowerment skills Foundation, DDJF, Don Bosco
Tech Society, Labournet, Pratham,
Save the Children India and Youthnet
2 Project Life skills—career guidance for Schedule VII (ii) Livelihood Enhancement 0.22 0.22 0.00 0.22 Quest
employability and work readiness Projects
3 Rural Intensification—skill training for Schedule VII (ii) Livelihood Enhancement 0.74 0.74 0.00 0.74 CMI- Kolkata
micro-entrepreneurship Projects Labournet
4 Behaviour change communication on Schedule VII (i) Promoting preventive 5.23 5.03 0.21 5.24 Family Health India
malaria and vector-borne diseases healthcare Onion-Dev (campaign)
(EMBED)
5 Community development projects Schedule VII (ii) Promoting Education 0.19 0.18 0.01 0.19 Ethica Strategy India Private Limited
for community needs assessment
Direct implementation across all sites
6 Impact Assessment of Godrej Schedule VII (ii) Livelihood Enhancement 0.15 0.15 0.00 0.15 Collective Good Foundation
Livelihood Development Programmes Project SROI - Sustainable Square Foundation
7 Waste Management Schedule VII (iv) Environment Sustainability 3.91 3.68 0.23 3.91 1) Green Roots Solutions
2) Dharthi Sustainables Pvt Ltd
3) Hasiru Dala Innovations Pvt Ltd
8 Rural Electrification Schedule VII (iv) Environment Sustainability 0.18 0.17 0.01 0.18 Aga Khan Rural Support Programme
9 Watershed Management Schedule VII (iv) Environment Sustainability 0.82 0.79 0.03 0.82 Peoples Action for Creative Education
10 Donation of Solar PV System Schedule VII (iv) Environment Sustainability 0.16 0.16 0.00 0.16 Direct Implementation
11 Promotion of Sports Schedule VII( vii) Promoting nationally 0.26 0.25 0.01 0.26 Foundation for Promotion of Sports
recognised sports and Games
12 Green Chemistry Schedule VII (ii) Promoting Education 0.90 0.90 0.00 0.90 Donation to ICT
13 Access to Education—child friendly Schedule VII (ii) Promoting Education 0.25 0.25 0.00 0.25 Donation to NCPA
schools and systems
14 Udwada Promoting Culture and Education 0.25 0.25 0.00 0.25 Donation to Udwada
Sr. CSR Project/Activity Identified Sector in Which the Project is Covered Amount Amount Spent on the Cumulative Amount Spent
No Outlay Project/Programmes Expenditure (Direct /Implementing Agency)
(Budget) up to the
Direct
Project/ Reporting
Expenditure Over-
Integrated Report
Programme Period
on Projects or heads
Wise Programmes
15 Donation to Hyderabad Eye care Schedule VII (i) Promoting Preventive 0.25 0.25 0.00 0.25 Donation to Make a Wish Foundation
Healthcare
16 Donation to MR Pai Foundation Schedule VII (ii) Promoting Education 0.15 0.15 0.00 0.15 Donation to MR Pai Foundation
The implementation and monitoring of this CSR policy is in compliance with the CSR objectives and policy of the Company.
155
ANNEXURE ‘F’
AS PER THE DISCLOSURE REQUIREMENT SPECIFIED UNDER 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:
156
Integrated Report Statutory Report Financial Statements
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.
Granted in Fiscal Granted in Fiscal Granted in Fiscal
Total
Year 2016-17 Year 2017-18 Year 2018-19
Name and Designation of Senior Managerial Personnel to Outstanding
and Outstanding and Outstanding and Outstanding
Whom Stock Options Have Been Granted Options as at
as at March 31, as at March 31, as at March 31,
March 31, 2019
2019 2019 2019
Vivek Gambhir, Managing Director and CEO 13,494* 24,081* 32,910* 70,485
V Srinivasan, Chief Financial Officer and Company Secretary 2,364 4,065 5,265 11,694
Akhil Chandra, Business Head—ASEAN 0 5,352 6,583 11,935
Naveen Gupta, Cluster Head—Africa 3,372* 5,352 6,583 15,307
Sunil Kataria, Business Head—India 3,372* 6,423* 9,006* 18,801
Omar Momin, Business Head Darling and M&A 3,372* 6,423* 7,899* 17,694
Rakesh Sinha, Head—Supply Chain, Manufacturing and IT 2,157 4,281 5,740 12,178
Rahul Gama, Head—Human Resources 1,689 3,210 4,425 9,324
Sunder Mahadevan, Head—R&D 1,689 3,210 4,345 9,244
Darshan Gandhi, Head—Design 810 1,284 3,950 6,044
*Option granted was more than 5 per cent of the options granted in 1 year.
The above disclosures can also be accessed in the Company website, viz. http://godrejcp.com/annual-reports.aspx
The Members, We have examined the books, papers, (b) The Securities and Exchange
Godrej Consumer Products Limited minute books, forms and returns filed Board of India (Prohibition of
and other records maintained by the Insider Trading) Regulations, 2015;
We have conducted the secretarial Company for the financial year ended
audit of the compliance of on March 31, 2019, according to the (c) The Securities and Exchange
applicable statutory provisions and provisions of: Board of India (Issue of Capital
the adherence to good corporate and Disclosure Requirements)
practices by Godrej Consumer (i) The Companies Act, 2013 (the Act) Regulations, 2009;
Products Limited (hereinafter called and the rules made thereunder;
the ‘Company’). The secretarial audit (d) The Securities and Exchange
was conducted in a manner that (ii) The Securities Contracts Board of India (Share based
provided us a reasonable basis for (Regulation) Act, 1956 and the rules Employee Benefit) Regulations,
evaluating the corporate conducts/ made thereunder; 2014;
statutory compliances and expressing
our opinion thereon. (iii) The Depositories Act, 1996 and the (e) The Securities and Exchange
Regulations and Bye-laws framed Board of India (Issue and Listing
Based on our verification of the thereunder; of Debt Securities) Regulations,
Company’s books, papers, minute 2008;
books, forms and returns filed and other (iv)Foreign Exchange Management Act,
records maintained by the company 1999 and the rules and regulations (f) The Securities and Exchange
as well as the information provided by made thereunder to the extent of Board of India (Registrars to an
the Company, its officers, agents and Foreign Direct Investment, Overseas Issue and Share Transfer Agents)
authorised representatives during the Direct Investment and External Regulations, 1993 regarding the
157
Companies Act and dealing with We further report that: iv. Approved grant of corporate
clients; guarantee for borrowing by wholly
The Board of Directors of the Company owned subsidiaries upto a limit of
(g) The Securities and Exchange is duly constituted with a proper USD 65 million.
Board of India (Delisting of Equity balance of Executive Directors, Non-
Shares) Regulations, 2009; Executive Directors and Independent v. Increased its authorised share
Directors. The changes in the capital from ` 70,00,00,000/-
(h) The Securities and Exchange composition of the Board of Directors (Rupees Seventy Crore only) to
Board of India (Buyback of that took place during the period under ` 1,04,00,00,000/- (Rupees One
Securities) Regulations, 1998. review were carried out in compliance Hundred Four and Crore only) and
with the provisions of the Act. made consequential amendment to
We have also examined compliance Memorandum of Association of the
with the applicable clauses of the Adequate notice is given to all Directors company.
following: to schedule the Board meetings; the
agenda and related detailed notes vi. Issued 340,722,032 equity shares
(i) Secretarial Standards issued by the on agenda were sent at least 7 days as bonus shares in the ratio of 1
Institute of Company Secretaries of in advance. Furthermore, a system (one) share of `1/- each (Rupee One
India. for seeking and obtaining further each) fully paid for every 2 (two)
information and clarifications on the existing equity shares of ` 1/- each
(ii) The SEBI (Listing Obligations agenda items before the meeting exists (Rupee One each) held.
and Disclosure Requirements) for meaningful participation at the
Regulations, 2015/the Listing meeting. vii. Approved extension of date
Agreements entered into by the of conversion of compulsorily
Company with the BSE Limited and All the decisions were passed convertible debentures of Bhabani
The National Stock Exchange of unanimously in the meetings of the Blunt Hairdressing Pvt Ltd by a
India Limited. Board. period of 5 years.
During the period under review, We further report that there are viii. Approved offer of shares for
the Company has complied with adequate systems and processes in buyback of Bhabani Blunt
the provisions of the acts, rules, the Company, commensurate with the Hairdressing Pvt Ltd which resulted
regulations, guidelines, standards, etc. size and operations of the Company, in reduction of shareholding of
mentioned above. to monitor and ensure compliance with the company in Bhabhani Blunt
applicable laws, rules, regulations and Hairdressing Pvt Ltd by 2%.
The other laws, as informed and guidelines.
certified by the Management of the ix. Made investment in wholly owned
Company, which are specifically We further report that during the audit subsidiary.
applicable to the Company based on period the company has:
their sector/industry are: For A. N. Ramani and Co.,
i. Approved grant of corporate Company Secretaries,
a. Insecticide Act, 1968 and rules guarantee for refinance of existing Unique Code - P2003MH000900
made thereunder; loans to the extent of USD 165
Mio or equivalent thereof in any Bhavana Shewakramani
b. Legal Metrology Act and rules made currency. Partner
thereunder; FCS - 8636, COP - 9577
ii. Approved issue of corporate Place: Thane
c. Drugs and Cosmetics Act, 1940. guarantees for securing the Date: May 3, 2019
banking facilities availed for interest
We report that, having regard to the rate swap, by Godrej Consumer ANNEXURE TO THE SECRETARIAL
compliance system prevailing in the Products Holding (Mauritius) Ltd AUDIT REPORT
Company and on examination of from DBS Bank Ltd., Singapore
the relevant documents and records upto USD 1.2 Mio or equivalent The Members
in pursuance thereof on test check thereof in any currency. Godrej Consumer Products Limited
basis, the Company has complied with
the aforementioned laws applicable iii. Issued shares on exercise of Our report of even date is to be read
specifically to the Company. options under the Employee Stock along with this letter.
Grant Scheme.
158
Integrated Report Statutory Report Financial Statements
1. Maintenance of statutory and other the management. Our examination and maintenance of all relevant
records is the responsibility of was limited to the verification of supporting records and documents.
the management of the company. procedures on test basis.
Our responsibility is to express an PCS’s Responsibility
opinion on these records based on 7. The Secretarial Audit Report is Our examination was limited to
our audit. neither an assurance as to the future procedures and implementation
viability of the company nor of the thereof, adopted by the Company
2. We have followed the audit efficacy or effectiveness with which for ensuring compliance with the
practices and processes as were the management has conducted the conditions of corporate governance. It
appropriate to obtain reasonable affairs of the company. is neither an audit nor an expression of
assurances about the correctness opinion on the financial statements of
of the contents of the records. The For A. N. Ramani and Co., the Company.
verification was done on test basis Company Secretaries,
to ensure that correct facts are Unique Code - P2003MH000900
Opinion
reflected in records. We believe that In our opinion and to the best of our
the processes and practices we information and according to the
Bhavana Shewakramani
followed provide a reasonable basis explanations given to us and the
Partner
for our opinion. representations made by the Directors
FCS - 8636, COP - 9577 and the Management, we certify that
3. We have not verified the correctness Place: Thane the Company has complied with the
and appropriateness of the financial Date: May 3, 2019 conditions of corporate governance
records and books of accounts of as stipulated in the above-mentioned
the company. We have relied on ANNEXURE ‘H’ Listing Regulations as applicable
the report of the Statutory Auditor during the year ended March 31, 2019.
in respect of the same as per Practising Company Secretary’s
the guidance of the Institute of Certificate on Corporate Governance We further state that such compliance
Company Secretaries of India. is neither an assurance as to the
To the members of future viability of the company nor the
4. Wherever required, we have Godrej Consumer Products Limited efficiency or effectiveness with which
obtained the management the management has conducted the
representation about the compliance We have examined the compliance of affairs of the company.
of laws, rules and regulations and conditions of corporate governance
happening of events etc. by Godrej Consumer Products Limited Restriction on Use
(‘the Company’) to the year ended This certificate is issued solely for
5. The Company is following a system on March 31, 2019, as stipulated the purpose of complying with the
of obtaining reports from various in Regulation 17 to 27 and clauses aforesaid regulations and may not be
departments to ensure compliance (b) to (i) of regulation 46(2) and para suitable any other purpose.
with applicable laws. The C, D and E of Schedule V of the
Company is following an electronic Securities and Exchange Board of India For A. N. Ramani and Co.,
compliance management system for (Listing Obligations and Disclosure Company Secretaries,
compliance management to ensure Requirements) Regulation, 2015 Unique Code - P2003MH000900
compliance with applicable laws, (‘Listing Regulation’).
rules, regulations and guidelines. Bhavana Shewakramani
Management Responsibility
Partner
6. The compliance of the provisions The compliance of conditions
FCS - 8636, COP - 9577
of corporate and other applicable of corporate governance is the
Place: Thane
laws, rules, regulations and responsibility of the Company’s
management including the preparation Date: May 3, 2019
standards is the responsibility of
159
REPORT ON CORPORATE GOVERNANCE
COMPANY’S PHILOSOPHY ON denotes the highest rating. The CGR2+ has a lead Independent Director,
CORPORATE GOVERNANCE rating implies that according to ICRA’s in line with the accepted best
Corporate governance refers to the current opinion, the rated company has practices, to strengthen the
framework of rules and practices adopted and follows such practices, focus and quality of discussion
through which the board of directors conventions, and codes that would at the Board level.
ensures accountability, fairness, provide its financial stakeholders a high
and transparency in a company’s level of assurance on the quality of The Board meets at least
relationship with all its stakeholders. corporate governance. once in a quarter to review
the Company’s quarterly
The Company is a part of the 122-year- The SVG1 rating is on a rating scale of performance and financial
old Godrej Group, which has established SVG1 to SVG6, where SVG1 denotes results. Board meetings are
a reputation for honesty, integrity, and the highest rating. The SVG1 rating governed with a structured
sound governance. The Company’s implies that in ICRA’s current opinion, agenda. The Board periodically
philosophy on corporate governance the Company belongs to the highest reviews compliance reports with
envisages attainment of the highest category on the composite parameters respect to laws and regulations
levels of transparency, accountability, of stakeholder value creation and applicable to the Company.
and equity in all facets of its operations management as well as corporate Before the commencement of
and interactions with its stakeholders, governance practices. the Audit Committee meeting,
including shareholders, employees, the members of the Audit
lenders, and the government. The 1. Board of Directors Committee-which entirely
Company is committed to achieve GCPL’s corporate governance consists of Independent
and maintain the highest standards of practices are shaped by its Board of Directors-have a discussion
corporate governance. The Company Directors. The Board is committed with Statutory Auditors, in the
believes that all its actions must serve to protecting the long-term absence of the management
the underlying goal of enhancing interests of all our stakeholders, team and Whole-time
the overall stakeholder value over a and considering this, it provides Directors. For all major items,
sustained period of time. objective and prudent guidance to comprehensive background
the management. The information information is provided to the
Every year, since the fiscal year 2002- related to the procedures, Board members to enable them
03, the Company has subjected itself composition, committees, and to take an informed decision.
to a voluntary review of its corporate several other factors of the Board is Once a year, the Board members
governance practices by an external provided below. participate in a strategy meeting,
rating agency, namely the Investment in which they also interact with
Information and Credit Rating Agency A. Board Procedures the management team of the
(ICRA). The Company continues to GCPL currently has a Company. The Independent
enjoy the Corporate Governance Rating 15-member Board, with 8 Directors also have a meeting
of CGR2+ (pronounced CGR two plus) Independent Directors who among themselves, after which
and the Stakeholder Value Creation are eminent professionals they provide their insights
and Governance Rating of SVG1 from diverse fields, with to the entire Board and the
(pronounced SVG one). expertise in finance, information management team.
systems, marketing, and
The two ratings evaluate whether a corporate strategy. None of the During the year, the
company is being run on the principles Independent Directors have had Company has conducted
of corporate governance and whether any material association with the the familiarisation program
the practices followed by the company Godrej Group in the past. The for all the Directors including
lead to value creation for all its Board of Directors also confirms Independent Directors to enable
shareholders. that Independent Directors fulfill them to discharge their duties.
conditions specified in listing The core modules covered
The CGR2+ rating is on a rating scale regulations and are independent during FY 2018-19 were review
of CGR1 to CGR6, where CGR1 of management. GCPL’s Board of Annual Operating Plan (AOP),
160
Integrated Report Statutory Report Financial Statements
[1] http://www.godrejcp.com/Resources/uploads/compliance_other_updates/FamiliarisationProgrammeIndependentDirectors_11042019.pdf
161
D. Detailed reasons for resignation of Independent Director, if any
No Independent Director resigned before the expiry of his tenure during this financial year.
162
Integrated Report Statutory Report Financial Statements
Committee Positions
Number of including GCPL
Directorships
Date of Held in Indian Committee
Name of Relationship With other Member
Original Category Public Limited Committee Shares Held
Directors Directors (Excluding
Appointment Companies Chairperson
(including Committee
**
GCPL)* Chairperson)
**
Ndidi April 01, 2017 None Non- 1 1 0 Nil
Nwuneli Executive/ (1)
Independent
Ireena Vittal April 30, 2013 None Non- 5 6 0 Nil
Executive/ (5)
Independent
#the shareholding reflects holding in their own name and doesn’t include shares held through 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, the
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 70,485 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
• Mr. Bharat Doshi has stepped down as the Chairman of the Audit Committee w.e.f. April 1, 2019 and from the
same date, Mr. Aman Mehta is appointed as Chairman of the Audit Committee.
(iii) Details of directorship in other listed companies including category of their directorship as on 31.03.2019:
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. Godrej Agrovet Limited Director
3. Godrej Properties Limited Director
Nadir Godrej 1. Godrej Industries Limited Managing Director
2. Astec Lifesciences Limited Chairman
3. Godrej Agrovet Limited Chairman
4. Godrej Properties Limited Director
5. Mahindra And Mahindra Limited Independent Director
6. The Indian Hotels Company Limited Independent Director
Tanya Dubash 1. Godrej Industries Limited Director
2. Godrej Agrovet Limited Director
3. Britannia Industries Ltd Independent Director
Nisaba Godrej Godrej Agrovet Limited Director
Pirojsha Godrej 1. Godrej Agrovet Limited Director
2. Godrej Properties Limited Chairman
Vivek Gambhir NIL -
Narendra Ambwani 1. Parag Milk Foods Limited Independent Director
2. Agro Tech Foods Limited Independent Director
3. RPG Life Sciences Limited Independent Director
Pippa Tubman Armerding NIL -
Bharat Doshi Dr. Reddy’s Laboratories Ltd Independent Director
Omkar Goswami 1. Bajaj Finance Limited Independent Director
2. Hindustan Construction Company Limited Independent Director
3. CG Power And Industrial Solutions Limited Non-Executive Director
4. Ambuja Cements Limited Independent Director
5. Dr. Reddy’s Laboratories Ltd Independent Director
163
Names of Directors Directorship in other listed companies Category of directorship
6. Bajaj Auto Limited. Independent Director
Aman Mehta 1. Tata Consultancy Services Limited Independent Director
2. Wockhardt Limited Independent Director
3. Max Financial Services Limited Independent Director
4. Vedanta Limited Independent Director
5. Tata Steel Limited Independent Director
Ndidi Nwuneli NIL -
Ireena Vittal 1. Housing Development Finance Corporation Limited Independent Director
2. The Indian Hotels Company Limited Independent Director
3. Titan Company Limited Independent Director
4. Wipro Limited Independent Director
E. Attendance details at Board/Committee meetings and at the last Annual General Meeting
Nomination & Corporate Stakeholders’ Risk
Audit AGM
Name of Meeting Board Remuneration Social Relationship Management
Committee July 30, 2018
Committee Responsibility Committee Committee
No. of Meetings held 4 4 3 2 13 1 1
Attendance of the Director
Adi Godrej 4 NA NA NA 13 NA Yes
Jamshyd Godrej 3 NA NA NA 3 NA Yes
Nadir Godrej 4 NA NA 2 10 NA Yes
Tanya Dubash 4 NA NA 1 NA NA Yes
Nisaba Godrej 4 NA NA 2 NA 1 Yes
Pirojsha Godrej 4 NA NA NA NA NA Yes
Vivek Gambhir 4 NA NA 2 4 1 Yes
Narendra Ambwani 4 4 3 2 NA NA Yes
Pippa Armerding 4 4 3 NA NA NA Yes
Bharat Doshi 4 4 3 NA NA NA Yes
Omkar Goswami 3 3 1 NA NA 1 Yes
Aman Mehta 4 4 3 NA NA NA Yes
Ndidi Nwuneli 4 4 3 NA NA NA Yes
Ireena Vittal 4 4 3 NA NA NA Yes
Notes:
• Board & Audit Committee meetings were held on May 8, 2018; July 30, 2018; November 02, 2018, and January 29,
2019.
• Nomination and Remuneration Committee meetings were held on May 08, 2018, July 30, 2018 and January 29, 2019.
• Stakeholders’ Relationship Committee meetings were held on April 10, 2018, May 15, 2018, June 22, 2018, July 16,
2018, August 21, 2018, Sept 28, 2018, Nov 2, 2018, Dec 17, 2018, Jan 3, 2019, Jan 28, 2019, Feb 20, 2019, March
4, 2019 and March 18, 2019.
• Risk Management Committee meeting was held on November 1, 2018.
• Corporate Social Responsibility meeting was held on May 7, 2018 and November 2, 2018.
• 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
(i) Re-appointment 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. Nadir Godrej
and Mr. Jamshyd Godrej will retire at the ensuing Annual General Meeting of the Company and, being eligible, will
be considered for re-appointment. Their brief resume is annexed to the notice of the Annual General Meeting.
164
Integrated Report Statutory Report Financial Statements
(ii) Appointment of new Nomination & Remuneration grievances. The Company has
Independent Director on the Committee consequent also formed a Nomination &
Board to his appointment on the Remuneration Committee in
Board. His appointment was accordance with Section 178
The Board, at its meeting
approved by shareholders of the Companies Act, 2013
held on January 29,
through postal ballot on and Regulation 19 of the Listing
2019 has approved the
March 20, 2019. Regulations, which look after
appointment of Mr. Sumeet
Narang as Independent the appointment, remuneration,
F. Committees of the Board and performance evaluation
Director on the Board of
The Company has constituted of Directors. The criteria for
the Company with effect
an Audit Committee in performance evaluation of
from April 1, 2019 subject
accordance with Section 177 Independent Directors includes
to shareholders approval.
of the Companies Act, 2013 skills, experience, level of
Mr. Sumeet Narang meets
the criteria for Independent and Regulation 18 of the SEBI preparedness, attendance,
Director as per the provisions (Listing Obligations & Disclosure extent of contribution to Board
of the Companies Act, Requirements) Regulations, debates and discussion, and
2013 and SEBI (Listing 2015 (‘Listing Regulations’). how each Director leverages his/
Obligations & Disclosure The Stakeholders Relationship her expertise and networks to
Requirements) Regulations, Committee formed in accordance meaningfully contribute to the
2015 (Listing Regulations). with Regulation 20 of the Listing Company. The Company also has
Mr. Sumeet Narang is Regulations and Section 178 a Risk Management Committee
appointed as a member of the Companies Act, 2013 in accordance with Regulation 21
of Audit Committee and inter alia looks into investor of the Listing Regulations.
165
The composition of the (d)
Significant adjustments exchange(s) in terms of
Committees is as below: made in the financial Regulation 32(1) of the
Mr. V. Srinivasan, Chief Financial statements arising out of Listing Regulations.
Officer & Company Secretary, audit findings;
- annual statement of funds
is the Secretary of all the
(e)
Compliance with utilized for purposes
Board Committees. He is also
listing and other legal other than those stated
the Compliance Officer of the
requirements relating to in the offer document/
Company and responsible for
financial statements; prospectus/notice in
redressing investor grievances.
terms of Regulation 32(7)
(f) Disclosure of any related of the Listing Regulations.
G. Terms of reference of Board
party transactions;
Committees
Internal Control
(i) Audit Committee: (g) Modified opinion(s) in the • Reviewing, with the
The terms of reference for draft audit report; management, performance
the Audit Committee includes
of statutory and internal
the matters specified in • Reviewing, with the auditors, and adequacy of
Section 177 of the Companies management, the quarterly the internal control systems;
Act, 2013 as well as Part financial statements before
C of Schedule II of Listing submission to the Board for • Evaluation of internal
Regulations such as: approval; financial controls and risk
management systems;
Financial Statements • Scrutiny of intercorporate
• Oversight of the Company’s loans and investments. • Reviewing the findings of any
financial reporting process internal investigations by the
and disclosure of its financial Review of Information internal auditors into matters
information to ensure that the • Reviewing, with the where there is suspected
financial statement is correct, management, the statement fraud or irregularity, or a
sufficient, and credible; of uses / application of failure of internal control
funds raised through an systems of a material nature,
• Reviewing, with the issue, such as public, rights, and reporting the matter to
management, the annual or preferential issues, the the Board.
financial statements and statement of funds utilised
auditor’s report thereon for purposes other than those External and Internal Audit
before submission to the stated in the offer document • Recommendation for
Board for approval, with / prospectus / notice, and appointment, remuneration,
particular reference to: the report submitted by the and terms of appointment of
monitoring agency monitoring auditors of the Company;
(a) Matters required to be the utilisation of proceeds
included in the Director’s of a public or rights issue, • Approval of payment to
responsibility statement and making appropriate statutory auditors for any
to be included in the recommendations to the other services rendered by
Board’s report in terms of Board to initiate steps in this the statutory auditors;
clause (c) of sub- section matter;
• Reviewing of management
(3) of Section 134 of the
• Reviewing the management letters/letters of internal
Companies Act, 2013;
discussion and analysis control weakness issued by
of financial condition and the statutory auditors;
(b) Changes, if any, in
results of operations;
accounting policies and • Reviewing the appointment,
practices and reasons for • Statement of deviations: removal and terms of
the same; remuneration of the chief
-
quarterly statement of internal auditor;
(c)
Major accounting entries deviation(s) including
involving estimates report of monitoring • Reviewing the adequacy of
based on the exercise of agency, if applicable, internal audit function, if any,
judgment by management; submitted to stock including the structure of the
166
Integrated Report Statutory Report Financial Statements
167
• Valuation of undertakings appointment and removal. by the Company in respect
or assets of the Company, of various services being
wherever it is necessary • Deciding whether to rendered by the Registrar &
by appointing a Registered extend or continue the Share Transfer Agent.
Valuer in terms of Sec. 247 of term of appointment of the
the Companies Act, 2013; Independent Director, on • Review of the various
the basis of the report of measures and initiatives taken
• Instituting and overseeing performance evaluation of by the Company for reducing
special investigations as Independent Directors. the quantum of unclaimed
needed; dividends and ensuring timely
• Recommending to the Board,
receipt of dividend warrants/
• Performing any other all remuneration, in whatever
annual reports/statutory
functions and activities form, payable to senior
notices by the shareholders of
related to this terms of management.
the company.
reference as requested by
the Board of Directors; • Administering the Employee
• Performing any other
Stock Grant Scheme of
functions and activities
• Performing any other the Company and render
related to this terms of
functions as required to be all such functions required
reference as requested by
done by the Audit Committee to be done under the SEBI
the Board of Directors.
as per the provisions of the (Share Based Employee
Companies Act, 2013, the Benefit) Regulations, 2015. • Performing any other
Listing Regulations and any functions as required to be
other laws or regulations • Performing any other
done by the Stakeholders
from time to time. functions and activities
Relationship Committee as
related to this terms of
per the provisions of the
(ii) Nomination & Remuneration reference as requested by
Companies Act, 2013, the
Committee: the Board of Directors.
Listing Regulations and any
The terms of reference of the
• Performing any other other laws or regulations
Nomination & Remuneration
functions as required to be from time to time.
Committee are as follows:
done by the Nomination &
• Formulation of the criteria for Remuneration Committee (iv) Risk Management Committee
determining qualifications, as per the provisions of the The terms of reference of the
positive attributes and Companies Act, 2013, the Committee are as follows:
independence of a Director and Listing Regulations and any
a) Spearhead risk management
recommend to the Board of other laws or regulations
initiative within the Company;
Directors a policy relating to the from time to time.
remuneration of the Directors, b) Review status of actions
key managerial personnel, and (iii) Stakeholders’ Relationship
planned;
other employees; Committee
• Resolving the grievances c) Review progress and status
• Formulation of criteria for the of the security holders of of mitigation for the ‘Risks
evaluation of performance of the Company, including That Matter’;
Independent Directors and complaints relating to
the Board of Directors; transfer/ transmission of d) Set standards for risk
shares, non-receipt of Annual documentation and
• Devising a policy on the Report, and non-receipt of monitoring;
diversity of Board of Directors; declared dividends, issue of
e) Improve risk management
new/duplicate certificates,
• Identifying individuals who techniques and enhance
general meetings etc.
are qualified to become awareness.
directors and who may
• Review of measures taken for
be appointed in senior f) Review and manage the risks
effective exercise of voting
management in accordance relating to Cyber Security.
rights by shareholders.
with the criteria laid down,
and recommend to the • Review of adherence to the g) Performing any other
Board of Directors their service standards adopted functions and activities
168
Integrated Report Statutory Report Financial Statements
Remuneration to Directors:
The details of the remuneration to Directors are as follows:
in ` crore
Salary,
Company’s Monetary
Commission Allowances
Name of Director Sitting Fees PLVR Contribution Value of Total
on Profits and Other
to PF Perquisites
Benefits
Whole-Time Directors
Adi Godrej - - 4.73 0.00 0.21 1.13 6.07
Nisaba Godrej - - 3.81 0.62 0.17 0.60 5.20
Vivek Gambhir - - 7.62 1.85 0.33 3.30 13.10
Sub-Total - - 16.16 2.47 0.71 5.03 24.37
Non-Executive Directors
Jamshyd Godrej 0.03 0.20 - - - - 0.23
Nadir Godrej 0.04 0.20 - - - - 0.24
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 0.05 0.35 - - - - 0.40
Bharat Doshi 0.05 0.35 - - - - 0.40
Omkar Goswami 0.04 0.29 - - - - 0.33
Ndidi Nwuneli 0.05 0.35 - - - - 0.40
Aman Mehta 0.05 0.35 - - - - 0.40
Ireena Vittal 0.05 0.33 - - - - 0.38
Sub-Total 0.50 3.17 0.00 0.00 0.00 0.00 3.67
Total 0.50 3.17 16.16 2.47 0.71 5.03 28.04
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 perquisite value of stock grants
exercised during the financial year.
• The Performance Linked Variable Remuneration (PLVR) of Ms. Nisaba Godrej, and Mr. Vivek Gambhir is the amount
payable for FY 2018-19, 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.
169
• 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 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 & CEO
are 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 Whole time Director and Mr. Vivek Gambhir as Managing Director & CEO for a further period from
July 1, 2019 to September 30, 2022. The reappointments are subject to the approval of shareholders and accordingly
separate resolutions are included in the Notice of Annual General Meeting for their re-appointment. Their office in the
new term is terminable with a notice period of 3 months by either side.
• The shareholders have authorized payment of commissions on profits to Non-Executive Directors at a rate not
exceeding 1% 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 & 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.
• 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 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 period of five years.
• Mr. Bharat Doshi’s tenure of five years is ending on September 25, 2019 and he has expressed his desire to not offer
himself for re-appointment for another term.
• The first term of five years of Mr. Narendra Ambwani is ending on July 27, 2019. The first term of five years of Mr. Aman
Mehta, Dr. Omkar Goswami and Ms. Ireena Vittal is ending on September 25, 2019. Based on successful performance
evaluation, Nomination & Remuneration Committee has recommended their re-appointment for a second term as follows:
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 five years from September 26, 2019 to September 25, 2024
• Mr. Vivek Gambhir has been granted stock options, the details of which are as follows:
Vesting dates
Options
Grant year No. of options* Options exercised of outstanding
outstanding
options
2016-17 31,490 17,996 13,494 31.05.2019
2017-18 32,107 8026 12,039 31.05.2019
12,042 31.05.2020
2018-19 32,910 Nil 10,970 12.06.2019
10,970 31.05.2020
10,970 31.05.2021
*The number of options is after restatement on account of bonus issue made in 2017-18 & 2018-19.
170
Integrated Report Statutory Report Financial Statements
B. Postal Ballot 5 years effective from for the Postal Ballot and E
(i) Pursuant to the provisions of April 1, 2019, voting facility submitted his
Companies Act 2013, during report to Ms. Nisaba Godrej,
FY 2018-2019, one special The notice of the postal Chairperson.
resolution was passed by ballot dated February 8, 2019
the members through postal was sent to all shareholders The results of the Postal
ballot for re-appointment of of the Company along with Ballot were announced on
Mr. Adi Godrej as a Whole postage prepaid envelopes. March 20, 2019, and the
time Director, designated Mr. Kalidas Vanjpe, Practicing details are as follows:
as Chairman Emeritus (DIN: Company Secretary who was
00065964) for a period of appointed as the Scrutiniser
5. MEANS OF COMMUNICATION generally published in leading English given below2 The Company files its
GCPL has sent a quarterly newsletter dailies, such as The Economic quarterly results on the Electronic
on registered email addresses of Times, Business Line, and Mint, as filing system of the BSE and NSE.
the investors. Moreover, all vital well as in the Marathi newspaper The same are also available on the
information related to the Company Maharashtra Times. The Chairperson websites of the BSE Limited and
and its performance, including holds conference calls/meetings with National Stock Exchange of India
quarterly results, press releases, financial analysts once in a quarter, Limited (NSE), viz. www.bseindia.com
and performance updates/corporate and their transcripts are posted on and www.nseindia.com, respectively.
presentations, and the information the website. The presentations made
required by the Listing Regulations to financial analysts and institutional Reminders to Investors
are posted on the Company’s website investors are shared with the Stock Shareholders who have not
- www.godrejcp.com. The quarterly, Exchanges and also uploaded on registered their email IDs are
half-yearly, and annual results of the Company’s website. The same requested to do so for receiving
the Company’s performance are may be accessed through the link communications from the Company.
[2] http://godrejcp.com/stock-exchange-filings.aspx
171
Shareholders who are holding shares in physical form can update their email ID by writing a letter to the Company under
the signature of first named shareholder. Shareholders who are holding shares in demat form can do so by contacting their
Depository Participant.
B. Financial Calendar
Financial year: April 1, 2018 to March 31, 2019
D. Listing
The Company’s shares are listed and traded on the following Stock Exchanges:
Name & Address of the Stock Exchange Segment Stock/Scrip Code ISIN number for NSDL/CDSL
BSE Limited Equity 532424
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai - 400001
INE102D01028
The National Stock Exchange of India Limited Equity; GODREJCP
Exchange Plaza, Bandra Kurla Complex, Futures & Options (F&O)
Bandra (East), Mumbai - 400051
The applicable listing fees has been paid to the Stock Exchanges before the due date.
172
Integrated Report Statutory Report Financial Statements
150
125
100
75
50
25
0
Apr-18
May-18
Jun-18
Jul-18
Aug-18
Sep-18
Oct-18
Nov-18
Dec-18
Jan-19
Feb-19
Mar-19
GCPL SENSEX
Note:
• Both the BSE Sensex and GCPL share price are indexed to 100 at the beginning of the financial year
H. Share Transfer
GCPL’s share transfers and other related operations are performed by Computech Sharecap Limited, registered with
SEBI. Share transfer is normally effected within a maximum of 15 days from the date of receipt, if all the required
documentation is submitted.
I. Distribution of Shareholding
Distribution of shareholding by size class as on March 31, 2019
173
Distribution of shareholding by ownership as on March 31, 2019:
Category Shares held (No.) % of holding
Promoter’s Holding
Promoters 64,64,88,267 63.25%
Institutional Investors
Mutual Funds 83,96,684 0.82%
Banks/Financial Institutions 36,62,957 0.36%
Insurance Companies 1,38,84,342 1.36%
Foreign Institutional Investors 28,07,12,831 27.46%
Others
Private Corporate Bodies 1,48,97,671 1.46%
Indian Public 4,99,54,932 4.89%
NRI/OCB’s 41,68,412 0.41%
Total 1,02,21,66,096 100%
Promoters - 63.25%
Shares held in the Demat in the dematerialized form with improve ease, convenience
mode have more liquidity a depository. and safety of transactions for
compared with those held investors. SEBI vide Press
in physical mode. Therefore, Members holding shares in Release No. 12/2019 dated
the Company urges physical form are requested 27th March, 2019, clarified
shareholders holding shares to dematerialize their holdings that the transfer deed(s) once
in the physical form to convert at the earliest as it will not be lodged prior to deadline of 1st
their shareholdings to the possible to transfer shares April, 2019 and returned due to
demat mode. SEBI vide its held in physical mode going deficiency in document(s) may
Circular No. SEBI/LAD-NRO/ forward. be re-lodged for transfer.
GN/2018/24 dated 8th June,
2018, amended Regulation 40 The said measure of SEBI is K. Outstanding GDRs/ADRs/
of SEBI Listing Regulations aimed at curbing fraud and Warrants/Convertible
pursuant to which after manipulation risk in physical Instruments and their Impact
1st April, 2019, transfer of transfer of securities by on Equity
securities cannot be processed unscrupulous entities. Transfer GCPL does not have any
unless the securities are held of securities in demat form will outstanding GDRs/ADRs/
174
Integrated Report Statutory Report Financial Statements
The details of the exposure of the Company to palm oil derivatives is given below:
M. Plant Locations
The Company’s plants are located in the following states:
N. Address for Correspondence Report. To allow us to serve have re-affirmed the following
Shareholders can contact us at shareholders with greater speed existing credit ratings of the
our Registered Office: and efficiency, the Company Company.
Godrej Consumer Products strongly recommends email-
Limited, 4th Floor, Godrej One, based correspondence on all [ICRA] A1+ (pronounced as
Pirojshanagar, Eastern Express issues, which do not require ICRA A one plus) for ` 750 crore
Highway, Vikhroli (East), signature verification for being Commercial paper
Mumbai - 400 079 processed.
Crisil A1+ for ` 750 crore
Tel. No. : 022 25188010/20/30
Shareholders are expected Commercial paper
Fax No. : 022 25188040; Email
to update any change in their
ID: investor.relations@godrejcp.
residential address with our Long term rating at [ICRA] AA+
com
RTA to avoid non-receipt of (pronounced as ICRA double A
Website: www.godrejcp.com dividends, annual reports, etc. plus) for unsecured fund based
CIN: L24246MH2000PLC129806 You can download the form and non-fund based facilities and
through the link given below3 short term rating at [ICRA] A1+
Investor correspondence and submit it with our RTA. (pronounced as ICRA A one plus)
should be addressed to M/s. aggregating to ` 1800 crore.
Computech Sharecap Limited, O. List of credit ratings obtained
whose address is provided during the year Long term rating at [ICRA] AA+
in this section of the Annual During the year rating agencies (pronounced as ICRA double
[3] http://godrejcp.com/investor-faq.aspx
175
A plus) for secured fund based dividends cannot be remitted Notes to Accounts.
and non-fund based facilities through electronic credit.
and short term rating at [ICRA] B. Details of Non-compliance
A1+ (pronounced as ICRA A one Q. Consolidation of Shares under There has not been any non-
plus) aggregating to ` 200 crore. one folio compliance of mandatory
The Company urges requirements, expected of
P. Electronic Credit of Dividend shareholders holding shares the Company. No penalties or
The Company encourages the of GCPL under different folios strictures were imposed on
shareholders to opt for electronic to consolidate the shares the Company by the Stock
credit of dividend. The system is under one folio. This would Exchanges, SEBI, or any
administered by the RBI, which substantially reduce paperwork statutory authority for matters
ensures faster credit of dividends and transaction costs and related to capital markets during
as dividends are directly credited benefit the shareholders and the the last 3 years.
in the electronic form to the bank Company. Shareholders can do
accounts of the shareholder. so by writing to the Registrar C. Vigil Mechanism/ Whistle
Moreover, by availing this facility, with details on folio numbers, Blower policy
shareholders avoid the risk of order of names, shares held With a view to establish a
loss of dividend warrants in under each folio, and the folio mechanism for protecting
transit or fraudulent encashment. under which all shareholding employees reporting unethical
Shareholders holding shares in should be consolidated. Share behaviour, frauds, or violation of
the physical form and who have certificates need not be sent. the Company’s Code of Conduct,
not opted for the above system the Board of Directors have
may provide the required data 7. OTHER DISCLOSURES adopted a Whistle Blower Policy.
to Computech Sharecap Limited No person has been denied
in the requisite form, which can A. Materially significant related access to the Audit Committee.
be obtained either from GCPL’s party transaction that may
registered office or Computech potentially conflict with the D. Web link for Policies
Sharecap Limited or downloaded Company’s interest The Whistle Blower Policy, the
from the link given below1. During FY 2018-19, there were no Policy for determining Material
Shareholders holding shares in materially significant related party Subsidiaries, and the Policy
the demat form are requested transactions; that is, transactions on dealing with Related Party
to provide details to NSDL/ of the Company of material Transactions are available on the
CDSL through their respective nature with bodies including link given below2
depository participants. its subsidiaries, promoters,
directors, management, and E. Utilization of funds
It may be noted that if the relatives, which may have There were no funds raised
shareholders holding shares in the potential conflict with the through preferential allotment or
demat form provide the details interests of Company at large. qualified institutions placement
directly to the Company, the Attention of members is drawn as specified under Regulation 32
Company will not be able to act to disclosures of transactions (7A) during this financial year.
on the same and consequently with related parties, as set out in
[1] http://www.godrejcp.com/Resources/pdf/shareholder_faqs/02-GCPL-ECS-form.pdf
[2] http://godrejcp.com/codes-and-policies.aspx
176
Integrated Report Statutory Report Financial Statements
No. of
Particulars No. of Shares
Shareholders
Aggregate number of shareholders and the outstanding shares lying in the Unclaimed- 1500 612,792
Suspense Account at the beginning of the year (01 Apr 2018)
Number of shareholders and aggregate shares transferred to Unclaimed- Suspense Account - 295,588
during the year on account of Bonus issue by the Company
Number of shareholders who approached the issuer for transfer of shares from the 38 21,616
Unclaimed-Suspense Account during the year and aggregate shares transferred
Number of shareholders to whom shares were transferred from the Unclaimed- Suspense 38 21,616
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- 1462 886,764
Suspense Account at the end of the year (31 Mar 2019)
in ` crore
Type of Service 2018-19 2017-18
Audit fees 6.77 7.66
Tax fees 0.30 0.07
Others 1.00 0.64
8.07 8.37
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 Financial end of Financial
year 2018-19 year 2018-19 year 2018-19
Number of Complaints 0 0 0
Note: There was one complaint received during calendar year 2018 which was disposed off during the same period.
177
8. PRACTICING COMPANY SECRETARY’S CERTIFICATE ON CORPORATE GOVERNANCE
As stipulated in Para E of Schedule V of the Listing Regulations, the Practicing Company Secretary’s Certificate regarding
the compliance of conditions of corporate governance is attached to the Board’s Report.
• The Board of Directors of GCPL has laid down a Code of Conduct for all the Board members and senior management of
the Company. The said Code of Conduct has also been posted on the Investors page of the Company website
www.godrejcp.com
• All the Board Members and senior management personnel have affirmed their compliance with the said Code of Conduct
for the year ended March 31, 2019.
178
Integrated Report Statutory Report Financial Statements
ANNEXURE A:
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015)
To,
The Members of
Godrej Consumer Products Limited
4th Floor, Godrej One,Pirojshanagar,
Eastern Express Highway, Vikhroli East,
Mumbai - 400079
I/We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Godrej
Consumer Products Limited having CIN - L24246MH2000PLC129806 and having registered office at Godrej One, Pirojsha
nagar, Eastern Express Highway, Vikhroli East, Mumbai - 400079 hereinafter referred to as ‘the Company’), produced before
us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule
V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its
officers. We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year
ending on 31st March, 2019 have been debarred or disqualified from being appointed or continuing as Directors of companies
by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate
is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the
management has conducted the affairs of the Company.
179
GODREJ CONSUMER PRODUCTS LIMITED
STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
A. List of employees employed througout the Financial Year 2018-19 and was in receipt of remuneration which in the aggregate was not less than Rs. 1,02,00,000 (Top 10)
EMP_ID_C
EMPLOYEE NAME Designation Qualification Total Remuneration (in ₹) Date Of Employment Age Last Employment
Sr No
1 Vivek Gambhir Managing Director MBA 20,09,42,847 01-08-2009 50 Godrej Industries Ltd
2 Sunil Kataria Business Head - India & SAARC MBA 9,97,06,565 04-02-2011 51 Idea Cellular
3 Adi Godrej Chairman Emeritus B.S., M.S.Engg.& Industrial 7,51,83,067 18-02-1964 77 Godrej Soaps Ltd
Management
4 Nisaba Godrej Executive Chairperson BSC from Wharton School, 6,87,56,036 01-10-2001 41 Godrej Industries Ltd
University of Pennsylvania. MBA,
Harvard Business School
5 Dr.R K Sinha Head - Supply Chain, B.Tech.(Mech.); P.G.D.I.E; A. I C 4,82,95,906 01-07-1980 61 Godrej Soaps Ltd
Manufacturing & IT .W .A; C F A
6 V Srinivasan Chief Financial Officer & Company B.com, ACA, ACS 3,78,78,192 03-07-1989 54 Godrej Properties Ltd
Secretary
7 Omar A Momin Head - M&A B.Chem.Engg, P.G.D.Mgt, 3,63,37,008 01-06-2001 39 Godrej Industries Ltd
ISB (Hyderabad)
8 Rajesh Tiwari Head - Product Supply CA 3,52,17,734 21-03-1990 61 Godrej Soaps Ltd
Organization (India & SAARC)
9 Parveen Dalal Head - Sales (India Business) P.G.D.M.M, IIM (Lucknow)- MBA 3,46,35,202 28-05-2012 47 Bunge India Ltd
10 Sunder Nurani Mahadevan Head - R&D PHD, MSC, BSC 2,83,30,017 04-09-2006 56 Dabur Research Foundation
11 Rahul Gama Head - Human Resources B.Com, MBA 2,82,71,342 01-07-2009 45 Godrej Household Products Ltd
12 Sameer Shah Head - Finance (India & SAARC) CA, CTM 2,34,84,001 06-02-2006 40 M/s General Mills India Ltd
13 GM1048
Anirban Banerjee Head- Innovation, PGDM- SCMHRD 2,08,39,872 19-09-2005 44 Godrej Agrovet Ltd
14 Darshan Gandhi Head -Design NID- Design 2,02,30,583 08-06-2009 39 Godrej Industries Ltd
15 HO387
Subrata Dey Head - Information Technology BSC, PGDCA 2,00,59,571 16-12-1998 54 Godrej Household Products Ltd
16 Head Marketing - Cinthol, Aer & PGDM - Xaviers Institute of Mgmt,
Somasree Bose 1,87,34,670 02-06-2003 41 Godrej Household Products Ltd
Protekt (India Business) Bhubaneshwar
17 Head - Human Resources (India &
Master of Arts Procter and Gamble
Mahnaz Shaikh SAARC) 1,72,76,224 02-01-2017 38
18 Saurin Shah Head - CMI Marketing Master in Management 1,71,29,599 16-04-2016 45 Narsee Monjee Institute of Management Studies
19 Middle Management Program,
Milind Korgoankar Head - IT (India & SAARC) IIM-A 1,71,28,488 03-08-2011 49 Godrej Household Products Ltd
20 A003
R. S. Gopalakrishnan Head - Sourcing & Procurement B.Com, MBA 1,55,32,122 01-08-1987 56 Godrej Household Products Ltd
21
K Suryanarayan Head -Treasury and Africa Finance B.Com, CA 1,49,95,873 25-06-2001 46 RPG Spencers
Sr No E MPLOYEE NAME Designation Qualification Total Remuneration Rs Date Of Employment Age Last Employment
1 Kapil Pillai Head - Marketing (India) PGDM, IIM Calcutta 3,43,49,116 21-06-2004 48 Balsara Home Products
2 Rajesh Chandra Associate Vice President - Operations 70,45,204 14-04-1996 61 Godrej Industries Ltd
3 Tejwansh Singh Bedi Divisional Head MBA 2,61,44,540 02-10-1985 56 Godrej Industries Ltd
Head - Marketing (HIT, Ezee, One
4 Chandan Kumar Rural) PGDM 1,00,48,918 05-11-2008 41 Godrej Household Products Ltd
5 Saurabh Jhawar Head - Planning & Logistics MBA 95,12,221 01-04-2015 38 Godrej Industries Ltd
Notes
1 None of the above-mentioned employees hold more than 2% of Equity Shares either by themselves or along with their spouse/dependent children.
2 Nature of Employment whether contractual or otherwise
a) The appointments of all the employees is contractual in nature and terminable by three month’s notice from either side.
b) The appointment of Mr. Adi Godrej, Chairman Emeritus, Ms. Nisaba Godrej, Executive Chairperson, and Mr. Vivek Gambhir, Managing Director & CEO is further subject to the terms and conditions as may be stated in the
resolution for their appointment, passed by the shareholders' from time-to-time.
3 Relation with directors
(a) Mr Adi Godrej is brother of Mr Nadir Godrej, and father of Ms Tanya Dubash, Ms Nisaba Godrej and Mr Pirojsha Godrej.
(b) Ms Nisaba Godrej is daughter of Mr Adi Godrej and sister of Ms Tanya Dubash and Mr Pirojsha Godrej.
(c ) Other employees are not related to any director of the company.
4 Remuneration includes salary, allowances and various elements of flexible compensation, company's contribution to Provident Fund and taxable value of perquisites as per Income Tax Act, 1961
5 The designations represent the nature of duties performed by the employees.
6 In the case of all the employees, the age shown is as of last birth date and the particulars of previous employment pertain to the immediate past employment.
FINANCIAL STATEMENTS
I. Standalone 182
II. Consolidated 241
INDEPENDENT AUDITORS’ REPORT
To the Members of explanations given to us, the aforesaid issued by the Institute of Chartered
Godrej Consumer Products Limited standalone financial statements Accountants of India together with the
Report on the Audit of the give the information required by ethical requirements that are relevant
Standalone Financial Statements the Companies Act, 2013 (“Act”) in to our audit of the standalone financial
the manner so required and give a statements under the provisions of
Opinion true and fair view in conformity with the Act and the Rules thereunder,
We have audited the standalone the accounting principles generally and we have fulfilled our other ethical
financial statements of Godrej accepted in India, of the state of affairs responsibilities in accordance with
Consumer Products Limited (“the of the Company as at 31 March 2019, these requirements and the Code
Company”), which comprise the and profit and other comprehensive of Ethics. We believe that the audit
standalone balance sheet as at 31 income, changes in equity and its cash evidence we have obtained is sufficient
March 2019, and the standalone flows for the year ended on that date. and appropriate to provide a basis for
statement of profit and loss (including our opinion.
other comprehensive income), Basis for Opinion
standalone statement of changes in We conducted our audit in accordance Key Audit Matters
equity and standalone statement of with the Standards on Auditing (SAs) Key audit matters are those matters
cash flows for the year then ended, specified under section 143(10) of that, in our professional judgment, were
and notes to the standalone financial the Act. Our responsibilities under of most significance in our audit of the
statements, including a summary of those SAs are further described in standalone financial statements of the
the significant accounting policies and the Auditor’s Responsibilities for the current period. These matters were
other explanatory information. Audit of the Standalone Financial addressed in the context of our audit
Statements section of our report. We of the standalone financial statements
In our opinion and to the best of our are independent of the Company in as a whole, and in forming our opinion
information and according to the accordance with the Code of Ethics thereon, and we do not provide a
separate opinion on these matters.
The key audit matter How the matter was addressed in our audit
Revenue recognition (refer note 27 to the standalone Our audit procedures included:
financial statements)
l Assessing the appropriateness of the revenue
Revenue is measured net of discounts and rebates/schemes recognition accounting policies, including those relating
earned by customers on the Company’s sales. to discounts and rebates/schemes by comparing with
applicable accounting standards.
Due to the Company’s presence across different marketing
l Testing the design, implementation and operating
regions within the country and the competitive business
environment, the estimation of the various types of effectiveness of the Company’s general IT controls and
discounts, incentives and rebate schemes to be recognised key IT/manual application controls over the Company’s
based on sales made during the year is material and systems which govern recording of revenue and
considered to be judgmental. rebates/schemes in the general ledger accounting
system.
Therefore, there is a risk of revenue being misstated as a
l Performing substantive testing (including year-end
result of faulty estimations over discounts, incentives and
rebates. cut-off testing) by selecting samples of revenue
transactions recorded during the year (and before and
Revenue is recognised when the control of the products after the financial year end) by verifying the underlying
being sold has transferred to the customer. There is a risk of documents, which included sales invoices/contracts
revenue being overstated due to fraud through manipulation and shipping documents. We compared the historical
on the timing of transfer of control resulting from the discounts, rebates/schemes and allowances to current
pressure on management to achieve performance targets at payment trends. We also considered the historical
the reporting period end. accuracy of the Company’s estimates in previous years.
182
Integrated Report Statutory Report Financial Statements | Standalone
The key audit matter How the matter was addressed in our audit
l Performing substantive testing by checking samples
of rebate/schemes transactions to supporting
documentation.
Other Information responsibility is to read the other Board of Directors are responsible
The Company’s management and information and, in doing so, consider for the matters stated in section
Board of Directors are responsible whether the other information is 134(5) of the Act with respect to
for the other information. The other materially inconsistent with the the preparation of these standalone
information comprises the information standalone financial statements or financial statements that give a true
included in the Company’s annual our knowledge obtained in the audit and fair view of the state of affairs,
report, but does not include the or otherwise appears to be materially profit and other comprehensive
financial statements and our auditors’ misstated. If, based on the work we income, changes in equity and cash
report thereon. have performed, we conclude that flows of the Company in accordance
there is a material misstatement of this with the accounting principles generally
Our opinion on the standalone financial other information, we are required to accepted in India, including the
statements does not cover the other report that fact. We have nothing to Indian Accounting Standards (Ind AS)
information and we do not express any report in this regard. specified under section 133 of the
form of assurance conclusion thereon. Act. This responsibility also includes
Management’s Responsibility for the maintenance of adequate accounting
In connection with our audit of the Standalone Financial Statements records in accordance with the
standalone financial statements, our The Company’s management and provisions of the Act for safeguarding
183
of the assets of the Company and As part of an audit in accordance disclosures in the standalone
for preventing and detecting frauds with SAs, we exercise professional financial statements or, if such
and other irregularities; selection and judgment and maintain professional disclosures are inadequate,
application of appropriate accounting skepticism throughout the audit. We to modify our opinion. Our
policies; making judgments and also: conclusions are based on the audit
estimates that are reasonable and evidence obtained up to the date
prudent; and design, implementation l
Identify and assess the risks of of our auditor’s report. However,
and maintenance of adequate internal material misstatement of the future events or conditions may
financial controls that were operating standalone financial statements, cause the Company to cease to
effectively for ensuring the accuracy whether due to fraud or error, continue as a going concern.
and completeness of the accounting design and perform audit
records, relevant to the preparation procedures responsive to those l
Evaluate the overall presentation,
and presentation of the standalone risks, and obtain audit evidence structure and content of the
financial statements that give a true that is sufficient and appropriate standalone financial statements,
and fair view and are free from material to provide a basis for our opinion. including the disclosures, and
misstatement, whether due to fraud or The risk of not detecting a material whether the standalone financial
error. misstatement resulting from fraud statements represent the
is higher than for one resulting underlying transactions and events
In preparing the standalone financial from error, as fraud may involve in a manner that achieves fair
statements, management and Board of collusion, forgery, intentional presentation.
Directors are responsible for assessing omissions, misrepresentations, or
the Company’s ability to continue the override of internal control. We communicate with those charged
as a going concern, disclosing, with governance regarding, among
as applicable, matters related to l
Obtain an understanding of other matters, the planned scope and
going concern and using the going internal control relevant to the timing of the audit and significant
concern basis of accounting unless audit in order to design audit audit findings, including any significant
management either intends to liquidate procedures that are appropriate deficiencies in internal control that we
the Company or to cease operations, in the circumstances. Under identify during our audit.
or has no realistic alternative but to section 143(3)(i) of the Act, we are
do so. also responsible for expressing Auditor’s Responsibilities for the
our opinion on whether the Audit of the Standalone Financial
The Board of Directors is also company has adequate internal Statements (Continued)
responsible for overseeing the financial controls with reference to We also provide those charged with
Company’s financial reporting process. standalone financial statements governance with a statement that we
in place and the operating have complied with relevant ethical
Auditor’s Responsibilities for the effectiveness of such controls. requirements regarding independence,
Audit of the Standalone Financial and to communicate with them all
Statements l
Evaluate the appropriateness of relationships and other matters that
Our objectives are to obtain accounting policies used and the may reasonably be thought to bear
reasonable assurance about whether reasonableness of accounting on our independence, and where
the standalone financial statements estimates and related disclosures applicable, related safeguards.
as a whole are free from material made by management.
misstatement, whether due to fraud or From the matters communicated with
error, and to issue an auditor’s report l
Conclude on the appropriateness those charged with governance, we
that includes our opinion. Reasonable of management’s use of the going determine those matters that were of
assurance is a high level of assurance, concern basis of accounting most significance in the audit of the
but is not a guarantee that an audit and, based on the audit evidence standalone financial statements of the
conducted in accordance with SAs will obtained, whether a material current period and are therefore the
always detect a material misstatement uncertainty exists related to key audit matters. We describe these
when it exists. Misstatements can events or conditions that may matters in our auditors’ report unless
arise from fraud or error and are cast significant doubt on the law or regulation precludes public
considered material if, individually or in Company’s ability to continue as a disclosure about the matter or when,
the aggregate, they could reasonably going concern. If we conclude that in extremely rare circumstances, we
be expected to influence the economic a material uncertainty exists, we determine that a matter should not be
decisions of users taken on the basis of are required to draw attention in communicated in our report because
these standalone financial statements. our auditor’s report to the related the adverse consequences of doing
184
Integrated Report Statutory Report Financial Statements | Standalone
so would reasonably be expected to e) On the basis of the iii. There has been no
outweigh the public interest benefits of written representations delay in transferring
such communication. received from the amounts, required to
directors as on 31 March be transferred, to the
Report on Other Legal and 2019 taken on record by Investor Education and
Regulatory Requirements the Board of Directors, Protection Fund by the
1. As required by the Companies none of the directors Company;
(Auditors’ Report) Order, 2016 is disqualified as on 31
(“the Order”) issued by the Central March 2019 from being iv. The disclosures in the
Government in terms of section appointed as a director standalone financial
143 (11) of the Act, we give in the in terms of section 164(2) statements regarding
“Annexure A” a statement on the of the Act. holdings as well as
matters specified in paragraphs 3 dealings in specified
and 4 of the Order, to the extent f) With respect to the bank notes during
applicable. adequacy of the internal the period from 8
financial controls with November 2016 to 30
(A) As required by section 143(3) reference to standalone December 2016 have
of the Act, we report that: financial statements of not been made in these
the Company and the standalone financial
a) We have sought operating effectiveness statements since they
and obtained all of such controls, refer to do not pertain to the
the information and our separate Report in financial year ended 31
explanations which “Annexure B”. March 2019.
to the best of our
knowledge and belief (B) With respect to the other (C) With respect to the matter to be
were necessary for the matters to be included in included in the Auditors’ Report
purposes of our audit. the Auditors’ Report in under section 197(16) of the Act:
accordance with Rule 11 of
b) In our opinion, proper the Companies (Audit and In our opinion and according to
books of account as Auditors) Rules, 2014, in our the information and explanations
required by law have opinion and to the best of our given to us, the remuneration paid
been kept by the information and according to by the Company to its directors
Company so far as the explanations given to us: during the current year is in
it appears from our accordance with the provisions
examination of i. The Company has of section 197 of the Act. The
those books. disclosed the impact of remuneration paid to any director
pending litigations as is not in excess of the limit laid
c) The standalone balance at 31 March 2019 on down under section 197 of the
sheet, the standalone its financial position in Act. The Ministry of Corporate
statement of profit and its standalone financial Affairs has not prescribed other
loss (including other statements - Refer Note details under section 197(16) of
comprehensive income), 38 to the standalone the Act which are required to be
the standalone statement financial statements; commented upon by us.
of changes in equity and
the standalone statement ii. The Company has made For B S R & Co. LLP
of cash flows dealt provision, as required Chartered Accountants
with by this Report are under the applicable law Firm’s Registration No: 101248W/W-
in agreement with the or accounting standards, 100022
books of account. for material foreseeable Vijay Mathur
losses, if any, on long-
Partner
d) In our opinion, the term contracts including
Membership No: 046476
aforesaid standalone derivative contracts-
financial statements Refer Note 24 to the
comply with the Ind AS standalone financial Mumbai : 3 May 2019
specified under section statements ;
133 of the Act.
185
Annexure A to the Independent given to us, the Company has the undisputed statutory dues
Auditor’s Report - 31 March 2019 not granted any loans, secured including provident fund,
(Referred to in our report of even or unsecured, to companies, employees’ state insurance,
date) firms, limited liability partnerships income-tax, duties of
(i) (a) The Company has maintained or other parties covered in the customs, goods and service
proper records showing register maintained under Section tax, cess and other material
full particulars, including 189 of the Act. Accordingly, statutory dues, as applicable,
quantitative details and paragraph 3(iii) of the Order is not with the appropriate
situation of fixed assets. applicable to the Company. authorities.
(b) The Company has a regular (iv) The Company has not granted any According to the information
programme of physical loans or provided any guarantees and explanations given to
verification of its fixed assets or security to the parties covered us, no undisputed amounts
by which all fixed assets under Section 185 of the Act. payable in respect of
are verified in a phased The Company has complied with provident fund, employees’
manner over a period of the provisions of Section 186 of state insurance, income-tax,
three years. In accordance the Act in respect of investments duty of customs, goods and
with this programme, certain made or guarantees provided service tax, cess, and other
fixed assets were physically to the parties covered under material statutory dues were
verified by the management Section 186. The Company has in arrears as at 31 March
during the year and the not granted any loans or provided 2019 for a period of more
discrepancies reported on any security to the parties covered than six months from the date
such verification were not under Section 186 of the Act. they became payable.
material and have been
properly dealt with in the (v) The Company has not accepted Also, refer note 38 (e) to
books of account. In our deposits from the public to which the standalone financial
opinion, this periodicity the directives issued by the statements.
of physical verification is Reserve Bank of India and the
reasonable having regard to provisions of Sections 73 to 76 (b) According to the information
the size of the Company and of the Act and the rules framed and explanations given to us,
nature of its assets. thereunder apply. Accordingly, there are no dues of income-
paragraph 3(v) of the Order is not tax, sales tax, service tax,
(c) According to the information applicable to the Company. duty of customs, duty of
and explanations given to us, excise, value added tax and
the title deeds of immovable (vi) We have broadly reviewed goods and service tax which
properties, as disclosed in the records maintained by have not been deposited with
Note 3 to the standalone the Company pursuant to the the appropriate authorities on
financial statements are held rules prescribed by the Central account of any dispute other
in the name of the Company. Government for maintenance of than those mentioned in the
cost records under sub section (1) Appendix I to this report.
(ii) The inventory, except goods- of Section 148 of the Act and are
in-transit, has been physically of the opinion that prima facie, the (viii) In our opinion and according to
verified by the management at prescribed accounts and records the information and explanations
reasonable intervals during the have been made and maintained. given to us, the Company has not
year. In our opinion, the frequency However, we have not made defaulted in repayment of dues to
of such verification is reasonable. a detailed examination of the banks and financial institutions.
In respect of inventory lying with records with a view to determine The Company does not have
third parties, these have been whether they are accurate or any loans or borrowings from
substantially confirmed by them. complete. Government, nor has it issued any
The discrepancies noticed on debentures.
verification between the physical (vii) (a) According to the information
stocks and the book records were and explanations given to us (ix) The Company has not raised any
not material. and records of the Company money by way of initial public
examined by us, in our offer, further public offer (including
(iii) In our opinion and according to opinion, the Company is debt instruments) and term loans
the information and explanations generally regular in depositing during the year. Accordingly, the
186
Integrated Report Statutory Report Financial Statements | Standalone
provisions of paragraph 3(ix) of (xiii) According to the information and based on our examination
the Order are not applicable to the and explanations given to us of the records, the Company has
Company. and based on our examination not entered into any non-cash
of the records of the Company, transactions with directors or
(x) According to the information and transactions with the related persons connected with him.
explanations given to us, no material parties are in compliance with Accordingly, paragraph 3(xv) of
fraud by the Company or on the Sections 177 and 188 of the Act the Order is not applicable to the
Company by its officers or employees where applicable. The details of Company.
has been noticed or reported during such related party transactions
the course of our audit. have been disclosed in the (xvi) The Company is not required to
standalone financial statements be registered under Section 45-IA
(xi) According to the information as required by the applicable of the Reserve Bank of India Act,
and explanations given to us accounting standards. 1934. Accordingly, paragraph
and based on our examination 3(xvi) of the Order is not applicable
of the records, the Company has (xiv) According to the information and to the Company.
paid/provided for managerial explanations given to us and
remuneration in accordance with based on our examination of the For B S R & Co. LLP
the requisite approvals mandated records, the Company has not Chartered Accountants
by the provisions of Section 197 made any preferential allotment or Firm’s Registration No: 101248W/W-
read with Schedule V to the Act. private placement of shares or fully 100022
Vijay Mathur
or partly convertible debentures
Partner
(xii) In our opinion and according to during the year. Accordingly, Membership No: 046476
the information and explanations paragraph 3(xiv) of the Order is not
given to us, the Company is not applicable to the Company. Mumbai : 3 May 2019
a Nidhi company. Accordingly,
paragraph 3(xii) of the Order is not (xv) According to the information
applicable. and explanations given to us
Appendix I
Amount in crores* Period to which
Name of the Statute Nature of dues Forum where dispute is pending
(`) amount relates
Central Sales tax Act Sales tax (including 26.67 2002 to 2018 Supreme Court
and Local Sales tax Act interest and penalty, if 10.33 1999 to 2016 High court
applicable)
9.28 2000 to 2016 Tribunal
2.00 2007 to 2017 Joint Commissioner (Appeal)
5.42 2002 to 2014 Appellate authority
3.42 2002 to 2016 Assessing Officer
0.17 1997 to 2007 Appellate Assistant Commissioner
2.63 2013-14 Additional Commissioner of State
2014-15 Taxes (Appeal)
1.26 2004 to 2007 Appellate and Revisional Board
1.15 2005-06, 2009-10 Deputy Commissioner
and 2014-15
0.21 1998-99 Deputy Commissioner (Appeals)
The Central Excise Act Excise duty (including 38.25 2007-08 to 2010-11 Commissioner of Central Excise
interest and penalty, if 5.98 2004 to 2019 Commissioner (Appeals)
applicable)
51.04 2007 to 2017 Customs, Excise and Service Tax
Appellate Tribunal of various states
8.31 1993-1996 Supreme Court
Income tax Act, 1961 Income tax (including 8.64 2005 to 2010 High court
interest and penalty, if 5.73 2005 to 2014 Income tax Appellate Tribunal
applicable)
187
Annexure B to the reference to financial statements with reference to standalone financial
Independent Auditors’ criteria established by the Company statements included obtaining an
report on the standalone considering the essential components understanding of such internal
financial statements of internal control stated in the financial controls, assessing the risk
Guidance Note. These responsibilities that a material weakness exists, and
Report on the internal financial include the design, implementation testing and evaluating the design and
controls with reference to the and maintenance of adequate internal operating effectiveness of internal
aforesaid standalone financial financial controls that were operating control based on the assessed risk.
statements under Clause (i) of effectively for ensuring the orderly The procedures selected depend on
Sub-section 3 of Section 143 of the and efficient conduct of its business, the auditor’s judgement, including the
Companies Act, 2013 including adherence to company’s assessment of the risks of material
(Referred to in paragraph 1 (A) (f) under policies, the safeguarding of its misstatement of the standalone
‘Report on Other Legal and Regulatory assets, the prevention and detection financial statements, whether due to
Requirements’ section of our report of of frauds and errors, the accuracy fraud or error.
even date) and completeness of the accounting
records, and the timely preparation Auditors’ Responsibility (Continued)
Opinion of reliable financial information, as We believe that the audit evidence
We have audited the internal financial required under the Companies Act, we have obtained is sufficient and
controls with reference to standalone 2013 (hereinafter referred to as “the appropriate to provide a basis for
financial statements of Godrej Act”). our audit opinion on the Company’s
Consumer Products Limited (“the internal financial controls with reference
Company”) as of 31 March 2019 Auditors’ Responsibility to standalone financial statements.
in conjunction with our audit of the Our responsibility is to express an
standalone financial statements of the opinion on the Company’s internal Meaning of Internal Financial
Company for the year ended on that financial controls with reference to controls with Reference to Financial
date. standalone financial statements based Statements
on our audit. We conducted our audit A company’s internal financial controls
In our opinion, the Company has, in all in accordance with the Guidance with reference to financial statements
material respects, adequate internal Note and the Standards on Auditing, is a process designed to provide
financial controls with reference to prescribed under section 143(10) of reasonable assurance regarding the
standalone financial statements and the Act, to the extent applicable to reliability of financial reporting and the
such internal financial controls were an audit of internal financial controls preparation of financial statements
operating effectively as at 31 March with reference to financial statements. for external purposes in accordance
2019, based on the internal financial Those Standards and the Guidance with generally accepted accounting
controls with reference to financial Note require that we comply with principles. A company’s internal
statements criteria established by the ethical requirements and plan and financial controls with reference to
Company considering the essential perform the audit to obtain reasonable financial statements include those
components of internal control stated assurance about whether adequate policies and procedures that (1)
in the Guidance Note on Audit of internal financial controls with reference pertain to the maintenance of records
Internal Financial Controls Over to standalone financial statements that, in reasonable detail, accurately
Financial Reporting issued by the were established and maintained and fairly reflect the transactions
Institute of Chartered Accountants of and whether such controls operated and dispositions of the assets of the
India (the “Guidance Note”). effectively in all material respects. company; (2) provide reasonable
assurance that transactions are
Management’s Responsibility for Our audit involves performing recorded as necessary to permit
Internal Financial Controls procedures to obtain audit evidence preparation of financial statements in
The Company’s management and the about the adequacy of the internal accordance with generally accepted
Board of Directors are responsible financial controls with reference to accounting principles, and that receipts
for establishing and maintaining standalone financial statements and and expenditures of the company
internal financial controls based on their operating effectiveness. Our are being made only in accordance
the internal financial controls with audit of internal financial controls with authorisations of management
188
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and directors of the company; and to financial statements, including the of changes in conditions, or that the
(3) provide reasonable assurance possibility of collusion or improper degree of compliance with the policies
regarding prevention or timely detection management override of controls, or procedures may deteriorate.
of unauthorised acquisition, use, or material misstatements due to error or
disposition of the company’s assets fraud may occur and not be detected. For B S R & Co. LLP
that could have a material effect on the Also, projections of any evaluation Chartered Accountants
financial statements. of the internal financial controls with Firm’s Registration No: 101248W/W-
reference to financial statements to 100022
Inherent Limitations of Internal future periods are subject to the risk Vijay Mathur
Financial controls with Reference to that the internal financial controls Partner
Financial Statements Membership No: 046476
with reference to financial statements
Because of the inherent limitations of may become inadequate because
internal financial controls with reference Mumbai : 3 May 2019
189
STANDALONE BALANCE SHEET AS AT MARCH 31, 2019
` Crore
Note As at As at
No. March 31, 2019 March 31, 2018
I. ASSETS
1. Non-current assets
(a) Property, Plant and Equipment 3 526.20 489.68
(b) Capital work-in-progress 30.84 50.58
(c) Goodwill 4 2.48 2.48
(d) Other Intangible assets 4 814.83 821.90
(e) Intangible assets under development 1.16 1.80
(f) Financial Assets
(i) Investments in subsidiaries and associates 5 2,947.46 2,949.61
(ii) Other Investments 6 - 105.20
(iii) Loans 7 16.99 16.32
(iv) Others 8 31.07 4.27
(g) Deferred tax assets (Net) 21 374.23 -
(h) Other non-current assets 9 52.10 46.01
(i) Non-current Tax Assets (Net) 10 22.84 19.66
Total Non Current Assets 4,820.20 4,507.51
2. Current assets
(a) Inventories 11 615.12 576.25
(b) Financial Assets
(i) Investments 12 477.34 847.65
(ii) Trade receivables 13 353.18 248.58
(iii) Cash and cash equivalents 14 A 79.69 86.11
(iv) Bank balances other than (iii) above 14 B 17.55 12.00
(v) Loans 15 0.14 0.25
(vi) Others 16 138.83 193.24
(c) Other current assets 17 162.50 152.49
Total Current Assets 1,844.35 2,116.57
TOTAL ASSETS 6,664.55 6,624.08
II. EQUITY AND LIABILITIES
1. EQUITY
(a) Equity Share capital 18 102.22 68.13
(b) Other Equity 19 4,823.94 4,573.46
Total Equity 4,926.16 4,641.59
2. LIABILITIES
Non-current liabilities
(a) Provisions 20 56.32 51.66
(b) Deferred tax liabilities (Net) 21 - 228.46
(c) Other non-current liabilities 22 28.09 17.75
Total Non Current Liabilities 84.41 297.87
Current liabilities
(a) Financial Liabilities
(i) Trade payables
(a) Total outstanding dues of Micro and Small Enterprises 23 53.49 -
(b) Total outstanding dues of creditors other than Micro and Small 23 1,404.12 1,452.92
Enterprises
(ii) Other financial liabilities 24 48.82 39.00
(b) Other current liabilities 25 107.67 154.81
(c) Provisions 26 38.92 36.93
(d) Current tax Liabilities (Net) 26 A 0.96 0.96
Total Current Liabilities 1,653.98 1,684.62
TOTAL EQUITY AND LIABILITIES 6,664.55 6,624.08
The accompanying notes 1 to 50 are an integral part of the Standalone Financial Statements.
As per our report of even date attached For and on behalf of the Board
For B S R & Co. LLP
Chartered Accountants Nisaba Godrej
Firm Regn No. 101248W/W-100022 Executive Chairperson
DIN: 00591503
190
Integrated Report Statutory Report Financial Statements | Standalone
STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2019
` Crore
Revenue
IV Expenses
VI Tax Expense
(ii) Income tax relating to items that will not be reclassified to profit or loss 0.21 2.63
The accompanying notes 1 to 50 are an integral part of the Standalone Financial Statements.
As per our report of even date attached For and on behalf of the Board
For B S R & Co. LLP
Chartered Accountants Nisaba Godrej
Firm Regn No. 101248W/W-100022 Executive Chairperson
DIN: 00591503
191
STANDALONE STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2019
` Crore
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STANDALONE STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2019
` Crore
Notes:
1 The above Statement of Cash Flows has been prepared under the ‘Indirect Method’ as set out in IND AS 7, ‘Statement of Cash Flows.’
2 The accompanying notes 1 to 50 are an integral part of the standalone financial statements
As per our report of even date attached For and on behalf of the Board
For B S R & Co. LLP
Chartered Accountants Nisaba Godrej
Firm Regn No. 101248W/W-100022 Executive Chairperson
DIN: 00591503
193
STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2019
(a) Equity share capital
` Crore
Note No.
As at April 1, 2017 34.06
Changes in equity share capital during the year 34.07
As at March 31, 2018 68.13
As at April 1, 2018 68.13
Changes in equity share capital during the year 18 34.09
As at March 31, 2019 102.22
Other
Reserves & Surplus Comprehensive Total
Income
Effective portion
Securities General Retained
Others of Cash Flow
Premium Reserve Earnings
Hedges
Balance at April 1, 2017 1,452.31 154.05 11.44 2,722.50 (0.75) 4,339.55
Profit for the year - - - 999.87 - 999.87
Remeasurements of defined benefit plans (net of tax) - - - (1.97) - (1.97)
Total comprehensive income for the year - - - 997.90 - 997.90
Dividends - - - (613.12) - (613.12)
Dividend Distribution Tax (DDT) - - - (124.82) - (124.82)
Premium Received on Allotment of Shares / Exercise 6.97 - (6.97) - - -
of Share options
Deferred employee compensation expense - - 8.72 - - 8.72
Issue of Bonus Shares (34.06) - - - - (34.06)
Expenses on Issue of Bonus Shares (0.71) - - - - (0.71)
Balance at March 31, 2018 1,424.51 154.05 13.19 2,982.46 (0.75) 4,573.46
The accompanying notes 1 to 50 are an integral part of the Standalone Financial Statements.
As per our report of even date attached For and on behalf of the Board
For B S R & Co. LLP
Chartered Accountants Nisaba Godrej
Firm Regn No. 101248W/W-100022 Executive Chairperson
DIN: 00591503
194
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NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
1. CORPORATE INFORMATION operating cycle and other criteria i. Determination of the
Godrej Consumer Products set out in the Schedule III to the estimated useful lives of
Limited (the Company) was Companies Act, 2013. Based on tangible assets and the
incorporated on November 29, the nature of products and the assessment as to which
2000, to take over the consumer time taken between acquisition components of the cost may
products business of Godrej of assets for processing and be capitalized; (Note 2.5 (a))
Soaps Limited (subsequently their realization in cash and cash
renamed as Godrej Industries equivalents, the Company has ii. Determination of the
Limited), pursuant to a Scheme ascertained its operating cycle as estimated useful lives
of Arrangement as approved twelve months for the purpose of of intangible assets and
by the High Court, Mumbai. the classification of assets and determining intangible assets
The Company is a fast moving liabilities into current and non- having an indefinite useful life;
consumer goods Company, current. (Note 2.5 (b))
manufacturing and marketing
Household and Personal Care The financial statements of the iii. Recognition and
products. The Company is a Company for the year ended measurement of defined
public Company limited by shares, March 31, 2019 were approved benefit obligations, key
incorporated and domiciled in for issue in accordance with the actuarial assumptions; (Note
India and is listed on the Bombay resolution of the Board of Directors 42)
Stock Exchange (BSE) and the on May 3, 2019.
National Stock Exchange (NSE). iv. Recognition and
The Company’s registered office b) Basis of Measurement measurement of provisions
is at 4th Floor, Godrej One, These financial statements have and contingencies, key
Pirojshanagar, Eastern Express been prepared on a historical cost assumptions about the
Highway, Vikhroli (east), basis, except for the following likelihood and magnitude of
Mumbai – 400 079. assets and liabilities which have an outflow of resources; (Note
been measured at fair value: 2.5 (j))
2. BASIS OF PREPARATION,
MEASUREMENT AND • Certain financial assets and v. Fair valuation of employee
SIGNIFICANT ACCOUNTING
liabilities (including derivative share options, Key
POLICIES
instruments) measured at assumptions made with
fair value (refer accounting respect to expected volatility;
2.1 Basis of Preparation and
policy regarding financial (Note 2.5 (l)(ii))
measurement
instruments -2.5.f),
vi. Fair values of financial
a) Basis of Preparation • Defined benefit plans – plan instruments (Note 2.3)
The Standalone financial assets/(liability) and share-
statements have been prepared based payments measured at vii. Impairment of financial and
in accordance with Indian fair value (Note 42 & 43) Non- Financial assets (Note
Accounting Standards (“Ind 2.5.(d) and (f))
AS”) as notified by Ministry of 2.2 Key judgements, estimates and
Corporate Affairs pursuant to assumptions viii. Recognition of deferred tax
Section 133 of the Companies In preparing these financial assets – availability of future
Act, 2013 (‘Act’) read with the statements, management has taxable profits against which
Companies (Indian Accounting made judgements, estimates deferred tax assets (e.g. MAT)
Standards) Rules, 2015 as and assumptions that affect the can be used (Note 21)
subsequently amended and other application of accounting policies
relevant provisions of the Act. and the reported amounts of 2.3 Measurement of fair values
assets, liabilities, income and The Company’s accounting
Current versus non-current expenses. Actual results may differ policies and disclosures require
classification from these estimates. financial instruments to be
All assets and liabilities have been measured at fair values.
classified as current or non-current The areas involving critical
as per the Company’s normal estimates or judgements are: The Company has an established
195
control framework with respect to The Company recognises applied since the commencement
the measurement of fair values. transfers between levels of the date, but discounted at lessee’s
The Company uses valuation fair value hierarchy at the end of incremental borrowing rate at
techniques that are appropriate in the reporting period during which the date of initial application with
the circumstances and for which the change has occurred. Further some exceptions allowed under
sufficient data are available to information about the assumptions practical expedients.
measure fair value, maximizing made in measuring fair value is
the use of relevant observable included in the Note 2.5.(f). GCPL is proposing to use
inputs and minimizing the use of ‘Modified Retrospective Approach’
unobservable inputs. 2.4 Standards issued but not yet for transition to Ind-AS 116
effective along with certain available
The management regularly reviews practical expedients and take
significant unobservable inputs IND AS 116: Leases the cumulative adjustment to
and valuation adjustments. If third On March 30, 2019, Ministry of retained earnings on the date of
party information, such as broker Corporate Affairs has notified Ind initial application i.e. April 1, 2019.
quotes or pricing services, is AS 116, Leases. Ind AS 116 will Accordingly, comparatives for the
used to measure fair values, then replace Ind AS 17 Leases and year ended March 31, 2019 will
the management assesses the related Interpretations and will be not be retrospectively adjusted.
evidence obtained from the third effective from April 1, 2019.
parties to support the conclusion The Company has completed its
that such valuations meet the The Standard sets out the preliminary evaluation of possible
requirements of Ind AS, including principles for the recognition, impact of Ind-AS 116, based on
the level in the fair value hierarchy measurement, presentation and which no significant impact is
in which such valuations should be disclosure of leases for both expected, other than additional
classified. parties to a contract i.e., the disclosures as required under by
lessee and the lessor. Ind AS 116 the new standard.
Fair values are categorised into introduces a single, on-balance
different levels in a fair value sheet lessee accounting model Based on the preliminary evaluation,
hierarchy based on the inputs and requires a lessee to recognize the effect of adoption on the new
used in the valuation techniques assets and liabilities for all leases standard will mainly result in an
as follows. with a term of more than 12 increase in right of use asset by
months, unless the underlying approximately ` 16.48 crores,
Level 1: quoted prices (unadjusted) asset is of short term or low value. an increase in lease liability by
in active markets for identical approximately ` 19.04 crores and
assets or liabilities. The standard allows two adjustment to retained earnings by
approaches of transition – 1) approximately ` 2.56 crores.
Level 2: inputs other than quoted Full retrospective, 2) Modified
prices included in Level 1 that are retrospective. Ind AS 12 Income Taxes: Appendix
observable for the asset or liability, C – Uncertainty over Income Tax
either directly (i.e. as prices) or In full retrospective approach, Treatments
indirectly (i.e. derived from prices). the effect of applying the
standard is recognized in each This interpretation, which will
Level 3: inputs for the asset prior period retrospectively. In be effective from April 1, 2019,
or liability that are not based case of modified retrospective clarifies how entities should
on observable market data approach, the cumulative effect evaluate and reflect uncertainties
(unobservable inputs). of initially applying the standard over income tax treatments, in
is recognized on the date of particular when assessing the
If the inputs used to measure the transition in the financials. outcome a tax authority might
fair value of an asset or a liability reach with full knowledge and
fall into different levels of the fair Under modified retrospective information if it were to make an
value hierarchy, then the fair value approach, the lessee records the examination. This amendment is
measurement is categorised in its lease liability as the present value not expected to have a significant
entirety in the same level of the of the remaining lease payments, impact on the Company’s
fair value hierarchy as the lowest discounted at the incremental standalone financial statements
level input that is significant to the borrowing rate and the right of use based on currently available
entire measurement. asset as if the standard had been information.
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2.5 Significant Accounting Policies Depreciation costs are not capitalized and the
Depreciation is provided, under related expenditure is reflected
a) Property, Plant and Equipment the Straight Line Method, pro rata in profit and loss in the period in
to the period of use, based on which the expenditure is incurred.
Recognition and measurement useful lives specified in Schedule
Items of property, plant and II to the Companies Act, 2013 The useful lives of intangible
equipment, other than Freehold except for the following items assets are assessed as either finite
Land, are measured at cost less where useful lives estimated by or indefinite.
accumulated depreciation and any the management based on internal
accumulated impairment losses. technical assessment, past trends Goodwill
Freehold land is carried at cost and expected operational lives Goodwill on acquisition of
and is not depreciated. differ from those provided in subsidiaries is included in
Schedule II of the Companies Act intangible assets. Goodwill is
The cost of an item of property, 2013: not amortised but it is tested
plant and equipment comprises for impairment annually or more
its purchase price, including • Leasehold land is amortised frequently if events or changes in
import duties and non-refundable equally over the lease period. circumstances indicate that the
purchase taxes, after deducting asset may be impaired, and is
trade discounts and rebates, • Leasehold Improvements are carried at cost less accumulated
any directly attributable costs of depreciated over the shorter impairment losses. Gains and
bringing the asset to its working of the unexpired period of losses on the disposal of an entity
condition for its intended use and the lease and the estimated include the carrying amount of
estimated costs of dismantling and useful life of the assets. goodwill relating to the entity sold.
removing the item and restoring
the item and restoring the site on • Office Equipments are Other intangible assets
which it is located. If significant depreciated over 5 to 10 Intangible assets with finite lives
parts of an item of property, plant years. are amortised over the useful
and equipment have different economic life and assessed for
useful lives, then they are • Tools are depreciated over a impairment whenever there is an
accounted for as separate items period of 9 years, and dies indication that the intangible asset
(major components) of property, and moulds over 3 years. may be impaired. The amortization
plant and equipment. method and period are reviewed at
• Vehicles are depreciated over least at the end of each reporting
Any gain or loss on derecognition a period ranging from 5 years period. Changes in the expected
of an item of property, plant to 8 years depending on the useful life or expected pattern of
and equipment is included in use of vehicles. consumption of future economic
profit or loss when the item is benefits embodied in the assets
derecognised. Depreciation methods, useful lives are considered to modify
and residual values are reviewed at amortization period or method,
Subsequent expenditure each reporting date and adjusted if as appropriate, and are treated as
Subsequent costs are included appropriate. changes in accounting estimates.
in the assets carrying amount or
recognized as a separate asset, b) Goodwill and other Intangible Intangible assets with indefinite
as appropriate only if it is probable Assets useful lives are not amortised,
that the future economic benefits Intangible assets acquired but are tested for impairment
associated with the item will flow separately are measured on initial annually. The assessment of
to the Company and that the recognition at cost. The cost of indefinite life is reviewed annually
cost of the item can be reliably intangible assets acquired in a to determine whether the indefinite
measured. The carrying amount of business combination is their fair life continues to be supportable. If
any component accounted for as value at the date of acquisition. not, the change in useful life from
a separate asset is derecognized Following initial recognition, indefinite to finite is made on a
when replaced. All other repairs intangible assets are carried at prospective basis.
and maintenance are charged to cost less any amortisation and
profit and loss during the reporting accumulated impairment losses. Gains or losses arising from
period in which they are incurred. Internally generated intangibles, derecognition of an intangible
excluding eligible development asset are measured as the
197
difference between the net first to reduce the carrying amount measurement
disposal proceeds and the of any goodwill (if any) allocated to All financial assets are recognised
carrying amount of the asset and the cash generating unit and then initially at fair value plus, in the
are recognized in the statement to the other assets of the unit, pro case of financial assets not
of profit or loss when the asset is rata based on the carrying amount recorded at fair value through
derecognized. of each asset in the unit. profit or loss, transaction costs
that are attributable to the
Amortisation Goodwill and intangible assets acquisition of the financial asset.
Amortisation is calculated to write that have an indefinite useful life Purchases or sales of financial
off the cost of intangible assets are not subject to amortization and assets that require delivery
less their estimated residual values are tested annually for impairment, of assets within a time frame
using the straight-line method over or more frequently if events or established by regulation or
their estimated useful lives, and is changes in circumstances indicate convention in the market place
recognised in Statement of profit that they might be impaired. Other (regular way trades) are recognised
or loss. assets are tested for impairment on the trade date, i.e., the date
whenever events and changes that the Company commits to
The estimated useful lives for in circumstances indicate the purchase or sell the asset.
current and comparative periods carrying amount may not be
are as follows: recoverable. Subsequent measurement
For the purpose of subsequent
Software licences 6 years e) Assets held for sale measurement, financial assets are
Trademarks 10 years Non-current assets or disposal classified in four categories:
Technical knowhow 10 years groups comprising of assets and
liabilities are classified as ‘held for • Financial assets at amortised
Goodknight and Hit (Brands) are sale’ if it is highly probable that cost.
assessed as intangibles having they will be recovered primarily • Financial assets at fair value
indefinite useful life and are through sales rather than through through other comprehensive
not amortised in the financial continuing use. income (FVTOCI).
statements. • Financial assets at fair value
Subsequently, such non-current through profit (FVTPL).
Residual value, is estimated to be assets and disposal groups • Equity instruments measured
immaterial by management and classified as held for sale at fair value through other
hence has been considered at ` 1. are measured at lower of its comprehensive income
carrying value and fair value less (FVTOCI).
c) Borrowing Costs costs to sell. Losses on initial
Interest and other borrowing costs classification as held for sale and On the basis of its business model
attributable to qualifying assets subsequent gains and losses on for managing the financial assets
are capitalized. Other interest and re-measurement are recognised in and the contractual cash flow
borrowing costs are charged to profit and loss. Non-current assets characteristics of the financial asset.
revenue. held for sale are not depreciated or
amortised. Financial assets at amortised
d) Impairment of non-financial cost
assets f) Financial Instruments • A financial asset is measured
An impairment loss is recognised A financial instrument is any at the amortised cost if both
whenever the carrying value of an contract that gives rise to a the following conditions are
asset or a cash-generating unit financial asset of one entity met: The asset is held within
exceeds its recoverable amount. and a financial liability or equity a business model whose
Recoverable amount of an asset instrument of another entity. objective is to hold assets
or a cash-generating unit is the Financial instruments also include for collecting contractual
higher of its fair value less costs derivative contracts such as cash flows, and Contractual
of disposal and its value in use. foreign currency foreign exchange terms of the asset give rise on
An impairment loss, if any, is forward contracts, futures and specified dates to cash flows
recognised in the Statement of currency options. that are solely payments of
Profit and Loss in the period in principal and interest (SPPI)
which the impairment takes place. (i) Financial assets on the principal amount
The impairment loss is allocated Initial recognition and outstanding.
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After initial measurement, such recognition and is irrevocable. If through’ arrangement; and
financial assets are subsequently the Company decides to classify either (a) the Company has
measured at amortised cost an equity instrument as at FVTOCI, transferred substantially all
using the Effective Interest Rate then all fair value changes on the the risks and rewards of the
(EIR) method. Amortised cost is instrument, excluding dividends, asset, or (b) the Company
calculated by taking into account are recognized in the Other has neither transferred nor
any discount or premium on Comprehensive Income (OCI). retained substantially all
acquisition and fees or costs that There is no recycling of the the risks and rewards of the
are an integral part of the EIR. The amounts from OCI to profit and asset, but has transferred
EIR amortisation is included in loss, even on sale of investment. control of the asset. When
finance income in the profit or loss. However, the Company may the Company has transferred
The losses arising from impairment transfer the cumulative gain or loss its rights to receive cash
are recognised in the profit or loss. within equity. flows from an asset or has
This category generally applies to entered into a pass-through
trade and other receivables. For Equity instruments included within arrangement, it evaluates
more information on receivables, the FVTPL category are measured if and to what extent it
refer to Note 46 (B). at fair value with all changes has retained the risks and
recognized in the profit and loss. rewards of ownership. When
Financial assets at fair value it has neither transferred nor
through profit and loss (FVTPL) Investments in Subsidiaries and retained substantially all of
Any financial asset, which Associates: the risks and rewards of the
does not meet the criteria for Investments in subsidiaries and asset, nor transferred control
categorization as at amortized associates are carried at cost less of the asset, the Company
cost or as FVTOCI, is classified as accumulated impairment losses, continues to recognise the
at FVTPL. if any. Where an indication of transferred asset to the
impairment exists, the carrying extent of the Company’s
In addition, the Company may, amount of the investment is continuing involvement. In
at initial recognition, irrevocably assessed and written down that case, the Company also
designate a financial asset, immediately to its recoverable recognises an associated
which otherwise meets amortized amount. On disposal of liability. The transferred asset
cost or FVTOCI criteria, as at investments in subsidiaries and and the associated liability
FVTPL. However, such election is associates, the difference between are measured on a basis
allowed only if doing so reduces net disposal proceeds and the that reflects the rights and
or eliminates a measurement or carrying amounts are recognized in obligations that the Company
recognition inconsistency (referred the Statement of Profit and Loss. has retained.
to as ‘accounting mismatch’).
Derecognition Continuing involvement that takes
Financial assets included within A financial asset (or, where the form of a guarantee over the
the FVTPL category are measured applicable, a part of a financial transferred asset is measured at
at fair value with all changes asset or a part of a group of the lower of the original carrying
recognized in the Statement of similar financial assets) is primarily amount of the asset and the
Profit and Loss. derecognised (i.e. removed from maximum amount of consideration
the Company’s balance sheet) that the Company could be
Equity investments when: required to repay.
All equity investments within
the scope of Ind-AS 109 are • The contractual rights to Impairment of financial assets
measured at fair value. Equity receive cash flows from the The Company assesses on
instruments which are held for financial asset have expired, a forward looking basis the
trading are classified as at FVTPL. or Expected Credit Losses (ECL)
For all other equity instruments, • The Company has transferred associated with its financial assets
the Company decides to classify its rights to receive cash that are debt instruments and are
the same either as at FVTOCI flows from the asset or has carried at amortised cost. The
or FVTPL. The Company makes assumed an obligation to pay impairment methodology applied
such election on an instrument- the received cash flows in full depends on whether there has
by-instrument basis. The without material delay to a been a significant increase in
classification is made on initial third party under a ‘pass- credit risk.
199
For trade receivables, the The Company’s financial liabilities investment, depending on the
Company applies a simplified include trade and other payables, contractual terms.
approach. It recognises loans and borrowings including
impairment loss allowance bank overdrafts, financial Offsetting of financial instruments
based on lifetime ECLs at each guarantee contracts and derivative Financial assets and financial
reporting date, right from its initial financial instruments. liabilities are offset and the net
recognition. Trade receivables amount is reported in the balance
are tested for impairment on a Derecognition sheet if there is a currently
specific basis after considering A financial liability is derecognised enforceable legal right to offset
the sanctioned credit limits, when the obligation under the the recognised amounts and
security deposit collected etc. and liability is discharged or cancelled there is an intention to settle on
expectations about future cash or expires. When an existing a net basis, or to to realise the
flows. financial liability is replaced by assets and settle the liabilities
another from the same lender on simultaneously.
(ii) Financial liabilities substantially different terms, or
the terms of an existing liability g) Derivative financial instruments
Initial recognition and
are substantially modified, such and hedge accounting
measurement
an exchange or modification is The Company uses derivative
Financial liabilities are classified,
treated as the derecognition of the financial instruments, such as
at initial recognition, as financial
original liability and the recognition forward currency contracts
liabilities at fair value through
of a new liability. The difference in to hedge its foreign currency
profit or loss or at amortised cost.
the respective carrying amounts risks. Such derivative financial
A financial liability is classified
is recognised in the statement of instruments are initially recognised
at FVTPL if it is classified as
profit or loss. at fair value on the date on which a
held for trading or as derivatives
derivative contract is entered into
designated as hedging
Financial guarantee contracts and are subsequently re-measured
instruments in an effective hedge,
Financial guarantee contracts at fair value. Any changes therein
as appropriate. Such liabilities,
issued by the Company are are generally recognised in the
including derivatives that are
those contracts that require profit or loss account. Derivatives
liabilities, shall be subsequently
specified payments to be made are carried as financial assets
measured at fair value and net
to reimburse the holder for a loss when the fair value is positive and
gains and losses including any
it incurs because the specified as financial liabilities when the fair
interest expenses are recognised
debtor fails to make a payment value is negative.
in profit or loss.
when due in accordance with
the terms of a debt instrument. At the inception of a hedge
In the case of loans and
Financial guarantee contracts relationship, the Company formally
borrowings and payables, these
are recognised initially as a designates and documents the
are measured at amortised cost
liability at fair value, adjusted for hedge relationship to which
and recorded, net of directly
transaction costs that are directly the Company wishes to apply
attributable and incremental
attributable to the issuance of hedge accounting and the risk
transaction cost. Gains
the guarantee. Subsequently, the management objective and
and losses are recognised
liability is measured at the higher strategy for undertaking the
in Statement of Profit and
of the amount of loss allowance hedge. The documentation
Loss when the liabilities are
determined as per impairment includes the Company’s risk
derecognized as well as through
requirements of Ind-AS 109 and management objective and
the EIR amortisation process.
the amount recognised less strategy for undertaking the
cumulative amortisation. hedge, the hedging economic
Amortised cost is calculated by
relationship between the hedged
taking into account any discount
Where guarantees to subsidiaries item or transaction and the nature
or premium on acquisition
in relation to loans or other of the risk being hedged, hedge
and fees or costs that are an
payables are provided for, at no rationale and how the entity
integral part of the EIR. The EIR
compensation, the fair values are will assess the effectiveness
amortisation is included as finance
accounted for as contributions of changes in the hedging
costs in the statement of profit
and recognised as fees receivable instrument’s fair value in offsetting
and loss.
under “other financial assets” the exposure to changes in
or as a part of the cost of the hedged item’s fair value or cash
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Integrated Report Statutory Report Financial Statements | Standalone
flows attributable to the hedged value. Net realizable value is the For the purpose of the statement
risk. Such hedges are expected estimated selling price in the of cash flows, cash and cash
to be highly effective in achieving ordinary course of business, less equivalents as defined above is
offsetting changes in fair value or estimated costs of completion and net of outstanding bank overdrafts
cash flows and are assessed on the estimated costs necessary as they are considered an integral
an ongoing basis to determine to make the sale. Costs are part of the Company’s cash
that they actually have been highly computed on the weighted management.
effective throughout the financial average basis and are net of
reporting periods for which they CENVAT/GST credits. j) Provisions, Contingent Liabilities
are designated. and Contingent Assets
Raw materials, packing materials A provision is recognised when
Cash flow hedges and stores: Costs includes cost of the enterprise has a present
When a derivative is designated as purchase and other costs incurred obligation (legal or constructive)
a cash flow hedging instrument, in bringing each product to its as a result of a past event and
the effective portion of changes present location and condition. it is probable that an outflow of
in the fair value of the derivative resources embodying economic
is recognised in OCI and Finish goods and work in progress: benefits will be required to settle
accumulated in the other equity In the case of manufactured the obligation, in respect of which
under ‘effective portion of cash inventories and work in progress, a reliable estimate can be made.
flow hedges’. The effective portion cost includes all costs of These are reviewed at each
of changes in the fair value of the purchases, an appropriate share balance sheet date and adjusted
derivative that is recognised in OCI of production overheads based to reflect the current management
is limited to the cumulative change on normal operating capacity and estimates.
in fair value of the hedged item, other costs incurred in bringing
determined on a present value each product to its present If the effect of the time value of
basis, from inception of the hedge. location and condition money is material, provisions
Any ineffective portion of changes are determined by discounting
in the fair value of the derivative is Provision is made for cost the expected future cash flows
recognised immediately in profit or of obsolescence and other specific to the liability. The
loss. anticipated losses, whenever unwinding of the discount is
considered necessary. recognised as finance cost.
If a hedge no longer meets the
criteria for hedge accounting If payment for inventory is deferred Contingent Liabilities are disclosed
or the hedging instrument is beyond normal credit terms, in respect of possible obligations
sold, expires, is terminated or is then the cost is determined by that arise from past events but
exercised, then hedge accounting discounting the future cash flows their existence is confirmed by
is discontinued prospectively. at an interest rate determined the occurrence or non-occurrence
When hedge accounting for a with reference to market rates. of one or more uncertain future
cash flow hedge is discontinued, The difference between the total events not wholly within the
the amount that has been cost and the deemed cost is control of the Company.
accumulated in other equity recognised as interest expense
remains there until it is reclassified over the period of financing under A contingent asset is a possible
to profit and loss account in the the effective interest method. asset that arises from past events
same period or periods as the and whose existence will be
hedged expected future cash i) Cash and Cash Equivalents confirmed only by the occurrence
flows affect profit or loss. If the Cash and cash equivalents in the or non-occurrence of one or
hedged future cash flows are no balance sheet includes cash at more uncertain future events not
longer expected to occur, then bank and on hand, deposits held wholly within the control of the
the amounts that have been at call with financial institutions, entity. Contingent Assets are not
accumulated in other equity are other short term highly liquid recognised till the realization of
immediately re-classified to profit investments, with original the income is virtually certain.
or loss. maturities less than three months However the same are disclosed
which are readily convertible into in the financial statements where
h) Inventories cash and which are subject to an inflow of economic benefits is
Inventories are valued at the insignificant risk of changes probable.
lower of cost and net realizable in value.
201
k) Revenue Recognition Interest income options is based on the Black
Effective April1, 2018, the For all debt instruments measured Scholes model.
Company adopted Ind AS at amortised cost, interest income
115 “Revenue from Contracts is recorded using the effective The grant-date fair value of
with Customers”. The effect interest rate (EIR). EIR is the equity-settled share-based
on adoption of IND AS 115 is rate which exactly discounts the payment granted to employees is
insignificant. estimated future cash receipts recognised as an expense, with a
over the expected life of the corresponding increase in equity,
Revenue is recognized upon financial instrument to the gross over the vesting period of the
transfer of control of promised carrying amount of the financial awards. The amount recognised
goods to customers for an amount asset. When calculating the as an expense is adjusted to
that reflects the consideration EIR, the Company estimates reflect the number of awards for
expected to be received in the expected cash flows by which the related service and non-
exchange for those goods. considering all the contractual market performance conditions
Revenue excludes taxes or terms of the financial instrument are expected to be met, such that
duties collected on behalf of the (for example, prepayments, the amount ultimately recognised
government. extensions, call and similar is based on the number of awards
options). The expected credit that meet the related service
Sale of goods losses are considered if the credit and non-market performance
Revenue from sale of goods risk on that financial instrument conditions at the vesting date. For
is recognized when control of has increased significantly since share-based payment awards with
goods are transferred to the buyer initial recognition. non-vesting conditions, the grant-
which is generally on delivery for date fair value of the share-based
domestic sales and on dispatch/ Dividend income payment is measured to reflect
delivery for export sales Dividends are recognised in profit such conditions and there is no
or loss on the date on which true-up for differences between
The Company recognizes the Company’s right to receive expected and actual outcomes.
revenues on the sale of products, payment is established
net of returns, discounts (sales The dilutive effect of outstanding
incentives/rebates), amounts l) Employee Benefits options is reflected as additional
collected on behalf of third parties i) Short-term Employee benefits share dilution in the computation
(such as GST) and payments or Liabilities for wages and salaries of diluted earnings per share.
other consideration given to the including non-monetary benefits
customer that has impacted the that are expected to be settled iii) Post-Employment Benefits
pricing of the transaction. wholly within twelve months after
the end of the period in which Defined Contribution Plans
Accumulated experience is used the employees render the related Payments made to a defined
to estimate and accrue for the service are classified as short contribution plan such as
discounts (using the most likely term employee benefits and are Provident Fund maintained with
method) and returns considering recognized as an expense in the Regional Provident Fund Office
the terms of the underlying Statement of Profit and Loss as and Superannuation Fund are
schemes and agreements with the related service is provided. charged as an expense in the
the customers. No element of A liability is recognised for the Statement of Profit and Loss as
financing is deemed present as amount expected to be paid they fall due.
the sales are made with normal if the Company has a present
credit days consistent with market legal or constructive obligation Defined Benefit Plans
practice. A liability is recognised to pay this amount as a result
where payments are received from of past service provided by the Gratuity Fund
customers before transferring employee and the obligation can The Company has an obligation
control of the goods being sold. be estimated reliably. towards gratuity, a defined benefit
retirement plan covering eligible
Royalty & Technical Fees ii) Share-based payments employees. Gratuity is payable to
Royalty and Technical fees are The cost of equity settled all eligible employees on death or
recognized on accrual basis in transactions is determined by the on separation/termination in terms
accordance with the substance of fair value at the grant date and the of the provisions of the payment
their relevant agreements. fair value of the employee share of the Gratuity (Amendment) Act,
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1997 or as per the Company’s effect of the asset ceiling (if any, m) Leases
scheme whichever is more excluding interest), are recognised
beneficial to the employees. immediately in the balance sheet Lease payments
with a corresponding debit or The determination of whether an
Provident Fund credit to retained earnings through arrangement is (or contains) a
Provident Fund Contributions OCI in the period in which they lease is based on the substance of
which are made to a Trust occur. Remeasurements are not the arrangement at the inception
administered by the Company reclassified to profit or loss in of the lease. The arrangement is,
are considered as Defined Benefit subsequent periods. or contains a lease if fulfillment
Plans. The interest rate payable of the arrangement is dependent
to the members of the Trust shall Net interest expense (income) on on the use of a specific asset
not be lower than the statutory the net defined liability (assets) or assets and the arrangement
rate of interest declared by the is computed by applying the conveys a right to use the asset
Central Government under the discount rate, used to measure or assets, even if that right is
Employees Provident Funds and the net defined liability (asset), not explicitly specified in the
Miscellaneous Provisions Act, to the net defined liability (asset) arrangement.
1952 and shortfall, if any, shall at the start of the financial year
be made good by the Company. after taking into account any As a lessee
The Company’s liability towards changes as a result of contribution Leases of assets where the
interest shortfall, if any, is and benefit payments during the Company has substantially all the
actuarially determined at the year year. Net interest expense and risks and rewards of ownership
end. other expenses related to defined are classified as finance leases.
benefit plans are recognised in Minimum lease payments
The Company’s net obligation in profit or loss. made under finance leases are
respect of defined benefit plans apportioned between the finance
is calculated separately for each When the benefits of a plan charge and the reduction of the
plan by estimating the amount of are changed or when a plan is outstanding liability. The finance
future benefit that employees have curtailed, the resulting change in charge is allocated to each period
earned in the current and prior benefit that relates to past service during the lease term so as to
periods, discounting that amount or the gain or loss on curtailment produce a constant periodic
and deducting the fair value of any is recognised immediately in profit rate of interest on the remaining
plan assets. or loss. The Company recognises balance of the liability.
gains and losses on the settlement
The calculation of defined benefit of a defined benefit plan when the The leased assets are measured
obligations is performed at each settlement occurs. initially at an amount equal to the
reporting period by a qualified lower of their fair value and the
actuary using the projected iv) Other Long Term Employee present value of the minimum
unit credit method. When the Benefits lease payments. Subsequent to
calculation results in a potential The liabilities for earned leaves are initial recognition, the assets are
asset for the Company, the not expected to be settled wholly accounted for in accordance with
recognised asset is limited to within 12 months after the end of the accounting policy applicable to
the present value of economic the period in which the employees that asset.
benefits available in the form of render the related service. They
any future refunds from the plan or are therefore measured as Leases of assets under which
reductions in future contributions the present value of expected significant portion of the risks
to the plan. To calculate the future payments to be made in and rewards of ownership
present value of economic respect of services provided by are retained by the lessor are
benefits, consideration is given to the employees upto the end of classified as operating leases.
any applicable minimum funding the reporting period using the Lease payments under operating
requirements. projected unit credit method leases are recognised as an
based on actuarial valuation. expense on a straight-line basis
Re-measurement of the net over the lease term unless the
defined benefit liability, which Re-measurements are recognised payments are structured to
comprise actuarial gains and in profit or loss in the period in increase in line with expected
losses, the return on plan assets which they arise including actuarial general inflation to compensate for
(excluding interest) and the gains and losses. the lessor’s expected inflationary
203
cost increases. Lease incentives enforceable right to set off the reporting date, to recover or settle
received are recognised as an recognised amounts; and the carrying amount of its assets
integral part of the total lease and liabilities.
expense, over the term of the • Intends either to settle on a
lease. net basis, or to realise the Deferred tax assets and liabilities
asset and settle the liability are offset only if:
As a lessor simultaneously.
Leases in which the Company i. the entity has a legally
does not transfer substantially all Deferred Tax enforceable right to set off
the risks and rewards of ownership Deferred Income tax is recognised current tax assets against
of an asset are classified as in respect of temporary difference current tax liabilities; and
operating leases. Rental income between the carrying amount of
from operating lease is recognized assets and liabilities for financial ii. the deferred tax assets and
on a straight line basis over the reporting purpose and the amount the deferred tax liabilities
term of the relevant lease unless considered for tax purpose. relate to income taxes levied
such payments are structured by the same taxation authority
to increase in line with expected Deferred tax assets are on the same taxable entity.
general inflation to compensate for recognised for unused tax
the lessor’s expected inflationary losses, unused tax credits and Deferred tax asset / liabilities in
cost increase. deductible temporary differences respect of temporary differences
to the extent that it is probable which originate and reverse during
Income Tax that future taxable profits will the tax holiday period are not
Income tax expense/ income be available against which they recognised. Deferred tax assets /
comprises current tax expense can be utilized. Deferred tax liabilities in respect of temporary
/income and deferred tax/ assets are reviewed at each differences that originate during
expense income. It is recognised reporting date and are reduced the tax holiday period but reverse
in profit or loss except to the to the extent that it is no longer after the tax holiday period are
extent that it relates to items probable that sufficient taxable recognised.
recognised directly in equity or profit will be available to allow
in Other comprehensive income, the benefit of part or all of that Minimum Alternate Tax (MAT)
in which case, the tax is also deferred tax asset to be utilised credit is recognized as an asset
recognized directly in equity or such reductions are reversed only when and to the extent there
other comprehensive income, when it becomes probable that is a convincing evidence that
respectively. sufficient taxable profits will be the Company will pay normal tax
available. during specified period.
Current Tax
Current tax comprises the Unrecognized deferred tax assets n) Foreign Currency Transactions
expected tax payable or are reassessed at each reporting
recoverable on the taxable profit date and recognised to the extent i) Functional and Presentation
or loss for the year and any that it has become probable currency
adjustment to the tax payable or that future taxable profits will be The Company’s financial
recoverable in respect of previous available against which they can statements are prepared in Indian
years. It is measured using tax be recovered. Rupees (INR “`”) which is also the
rates enacted or substantively Company’s functional currency.
enacted by the end of the Deferred tax is measured at the
reporting period. Management tax rates that are expected to be ii) Transactions and balances
periodically evaluates positions applied to temporary differences Foreign currency transactions
taken in tax returns with respect when they reverse, using tax rates are recorded on initial
to situations in which applicable enacted or substantively enacted recognition in the functional
tax regulation is subject to by the end of the reporting period. currency using the exchange
interpretations and establishes rate at the date of the
provisions where appropriate. The measurement of deferred transaction.
tax assets and liabilities reflects
• Current tax assets and the tax consequences that would Monetary assets and liabilities
liabilities are offset only if, follow from the manner in which denominated in foreign
the Company has a legally the Company expects, at the currencies are translated into
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the functional currency at the the periods necessary to match For the purpose of calculating
exchange rate at the reporting them with the costs that they are diluted earnings per share,
date. Non-monetary items intended to compensate. the profit or loss for the period
that are measured based on attributable to the equity
historical cost in a foreign Government grants relating shareholders and the weighted
currency are translated using to purchase of property, plant average number of equity shares
the exchange rate at the and equipment are included in outstanding during the period is
date of the initial transaction. non-current liabilities as deferred adjusted to take into account:
Non-monetary items that income and are credited to the
are measured at fair value profit and loss on a straight line • The after income tax effect of
in a foreign currency are basis over the expected lives of interest and other financing
translated using the exchange the related assets. costs associated with dilutive
rate at the date the fair value potential equity shares, and
is determined. p) Dividend
The Company recognises a • Weighted average number of
Exchange differences liability for any dividend declared additional equity shares that
arising on the settlement or but not distributed at the end of would have been outstanding
translation of monetary items the reporting period, when the assuming the conversion of
are recognized in profit or distribution is authorised and the all dilutive potential equity
loss in the year in which they distribution is no longer at the shares.
arise except for the qualifying discretion of the Company on or
cash flow hedge, which are before the end of the reporting r) Segment Reporting
recognised in OCI to the period. As per Corporate laws in As per Ind AS-108 ‘Operating
extent that the hedges are India, a distribution in the nature of Segments’, if a financial report
effective. final dividend is authorized when it contains both the consolidated
is approved by the shareholders. financial statements of a parent
o) Government grants A corresponding amount is that is within the scope of Ind
Government grants, including recognized directly in equity. AS-108 as well as the parent’s
non-monetary grants at fair value separate financial statements,
are recognised when there is q) Earnings Per Share segment information is required
reasonable assurance that the Basic earnings per share is only in the consolidated financial
grants will be received and the calculated by dividing the profit statements. Accordingly,
Company will comply with all the or loss for the period attributable information required to be
attached conditions. to the equity shareholders by presented under Ind AS-108
the weighted average number of Operating Segments has been
When the grant relates to an equity shares outstanding during given in the consolidated financial
expense item, it is recognised as the period. statements.
income on a systematic basis over
205
206
NOTE 3 : PROPERTY, PLANT AND EQUIPMENT ` Crore
Assets
Owned Assets given on
lease
Particulars Total
Furniture
Freehold Leasehold Leasehold Plant and Office
Buildings and Vehicles Computers Building
Land Land Improvements Equipment Equipment
Fixtures
Year ended March 31, 2019
Gross Carrying Amount
Opening Gross Carrying Amount 0.51 14.41 140.29 30.53 289.45 12.83 11.25 12.55 28.04 90.26 630.12
Additions - 0.01 26.04 0.28 59.58 1.17 2.67 3.21 5.00 - 97.96
Disposals / Adjustments - - - - (0.38) (0.01) (2.72) (0.02) (2.41) - (5.54)
Closing Gross Carrying Amount 0.51 14.42 166.33 30.81 348.65 13.99 11.20 15.74 30.63 90.26 722.54
Accumulated Depreciation
Opening Accumulated Depreciation - 2.63 8.57 8.77 89.58 3.12 4.22 3.80 14.07 5.68 140.44
Depreciation charge during the year - 0.84 4.49 4.17 36.53 1.40 2.12 1.92 6.73 1.50 59.70
Disposals / Adjustments - - 1.35 - 0.25 - (1.65) (0.02) (2.39) (1.34) (3.80)
Closing Accumulated Depreciation - 3.47 14.41 12.94 126.36 4.52 4.69 5.70 18.41 5.84 196.34
Net Carrying Amount 0.51 10.95 151.92 17.87 222.29 9.47 6.51 10.04 12.22 84.42 526.20
Year ended March 31, 2018
Gross Carrying Amount
Opening Gross Carrying Amount 0.51 14.41 124.81 26.40 231.86 10.38 10.33 10.03 22.84 90.26 541.83
Additions - - 15.48 4.13 57.76 2.45 8.05 2.52 5.28 - 95.67
Disposals/ Adjustments - - - - (0.17) - (7.13) - (0.08) - (7.38)
Closing Gross Carrying Amount 0.51 14.41 140.29 30.53 289.45 12.83 11.25 12.55 28.04 90.26 630.12
Accumulated Depreciation
Opening Accumulated Depreciation - 1.49 5.99 5.19 53.34 1.99 3.26 2.20 8.12 2.82 84.40
Depreciation charge during the year - 1.14 2.58 3.58 33.04 1.13 2.09 1.60 6.03 2.86 54.05
Disposals/Adjustments - - - - 3.20 - (1.13) - (0.08) - 1.99
Closing Accumulated Depreciation - 2.63 8.57 8.77 89.58 3.12 4.22 3.80 14.07 5.68 140.44
Net Carrying Amount 0.51 11.78 131.72 21.76 199.87 9.71 7.03 8.75 13.97 84.58 489.68
Integrated Report Statutory Report Financial Statements | Standalone
207
` Crore
Numbers Amounts
Face Value As at As at As at As at
March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018
(b) Investments in Compulsorily Convertible
Debentures of Associate Company
Bhabhani Blunt Hairdressing Pvt Ltd. ` 10 3,060 3,060 12.00 12.00
2,947.46 2,949.61
TOTAL 2,947.46 2,949.61
Aggregate Amount of Unquoted Investments 2,947.46 2,949.61
Note:
As per the Company's policy, investments include the fair value of financial guarantees issued as security for loans taken by subsidiaries. The
details of such fair values included in the investments above is as shown below:
` Crore
As at As at
March 31, 2019 March 31, 2018
Godrej Netherlands B.V. 4.52 4.52
Godrej Consumer Products Holding (Mauritius) Ltd. 11.95 11.83
Godrej Mauritius Africa Holdings Ltd. 29.02 29.01
Godrej East Africa Holdings Ltd. 19.62 19.62
Godrej Tanzania Holdings Ltd. 3.07 3.07
TOTAL 68.18 68.05
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209
NOTE 13 : TRADE RECEIVABLES ` Crore
As at As at
March 31, 2019 March 31, 2018
Considered Good - Secured 7.17 2.81
Considered Good - Unsecured 346.01 245.77
Trade Receivables which have significant increase in Credit Risk - -
Trade Receivables - credit impaired 6.34 5.62
Less: Provision for Doubtful Debts (6.34) (5.62)
TOTAL 353.18 248.58
Refer note 46 (B)
Note :
There are no outstanding trade receivables which resulted into significant increase in credit risk apart from receivables which are impaired and
provided.
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211
h) Information regarding aggregate number of equity shares issued during the five years immediately preceding the date of Balance Sheet:
Pursuant to the approval of Shareholders, Company has allotted 340,722,032 (31-Mar-2018 year - 340,600,816) number of fully paid
Bonus shares on Sep 17,2018 in the ratio of one equity share of `1 each fully paid up for every two existing equity shares of `1 each fully
paid up.
Pursuant to the approval of Shareholders, Company has allotted 340,600,816 (31-Mar-2017 year - Nil) number of fully paid Bonus
shares on June 27,2017 in the ratio of one equity share of `1 each fully paid up for every one existing equity shares of `1 each fully
paid up.
The Company has not issued shares for consideration other than cash and has not bought back any shares during the past five years.
The Company has not allotted any shares pursuant to contract without payment being received in cash.
i) There are no calls unpaid on equity shares, other than shares kept in abeyance as mentioned in Note (b) above.
j) No equity shares have been forfeited.
k) Capital Management
The primary objective of the Company’s capital management is to ensure that it maintains an efficient capital structure and healthy
capital ratios to support its business and maximize shareholder value. The Company makes adjustments to its capital structure based
on economic conditions or its business requirements. To maintain / adjust the capital structure the Company may make adjustments to
dividend paid to its shareholders or issue new shares.
The Company monitors capital using the metric of Net Debt to Equity. Net Debt is defined as borrowings less cash and cash
equivalents, fixed deposits and readily redeemable investments. As on balancesheet date there are no Net debt.
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` Crore
Year ended Year ended
March 31, 2019 March 31, 2018
Current Tax and Deferred Tax related to items recognised in Other Comprehensive Income
during in the year :
On remeasurements of defined benefit plans (0.21) (2.63)
Total (0.21) (2.63)
213
Reconciliation of tax expense and the accounting profit
The reconciliation between estimated income tax expense at statutory income tax rate to income tax expense reported in Statement of Profit
& Loss is given below:
` Crore
Year ended Year ended
March 31, 2019 March 31, 2018
Profit before income taxes 1,473.08 1,289.01
Indian statutory income tax rate 34.94% 34.61%
Expected income tax expense 514.75 446.10
Tax effect of adjustments to reconcile expected income tax expense to reported income tax
expense:
Deduction under Sec 80IC and 80IE (168.12) (223.05)
Effect of other tax offsets 1.66 (0.03)
Tax impact of income not subject to tax 0.15 1.35
Tax effects of amounts which are not deductible for taxable income 4.24 8.82
Additional tax paid on book profits - 58.31
MAT Credit recognised (634.58) -
Effect of different Tax rate - (2.36)
Total income tax expense (281.90) 289.14
The Company benefits from the tax holiday available to units set up under section 80-IC and 80-IE of Income Tax Act, 1961. These tax
holidays are available for a period of ten years from the date of commencement of operations.
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As on March 31, 2019 the tax liability with respect to the dividends proposed is ` 42.02 crores (31-Mar-18 : ` 98.03 crores)
During the year, the Company has recognised tax credits in respect of Minimum Alternate Tax (MAT credit) of ` 634.58.crores. MAT paid in
accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as
an asset if there is convincing evidence that the Company will pay normal income tax against which the MAT paid will be adjusted.
During the year the Company has utilised MAT credit of ` 24.71 crores. Accordingly the Company has re-assessed its utilization of MAT
credit,considering business projections, benefits available from tax holiday, remaining period for such benefits etc based on which there is
reasonable certainty of utilizing the said credit in future years against the normal tax expected to be paid in those years and accordingly has
recognised a deferred tax asset for the same.
215
NOTE 26 : PROVISIONS (CURRENT) ` Crore
As at As at
March 31, 2019 March 31, 2018
Provision for Employee Benefits
Gratuity (Refer Note 42) 8.44 7.82
Compensated Absences 3.38 2.90
Other provisions
Provision for Sales Returns 14.33 13.50
Provision towards Litigations 12.77 12.71
TOTAL 38.92 36.93
Movements in each class of other provisions during the financial year are set out below: ` Crore
Provision
Sales Returns towards
Litigation
As at April 1, 2018 13.50 12.71
Additional provisions recognised 0.83 0.06
Amount Utilised /Unused amounts reversed - -
As at March 31, 2019 14.33 12.77
Sales Returns:
When a customer has a right to return the product within a given period, the Company recognises a provision for sales return. This is
measured on the basis of average past trend of sales return as a percentage of sales. Revenue is adjusted for the expected value of the
returns and cost of sales are adjusted for the value of the corresponding goods to be returned.
Legal Claims:
The provisions for indirect taxes and legal matters comprises numerous separate cases that arise in the ordinary course of business. A
provision is recognised for legal cases if the company assesses that it is probable that an outflow of economic resources will be required.
These provisions have not been discounted as it is not practicable for the Company to estimate the timing of the provision utilisation and cash
outflows, if any, pending resolution.
Notes :
a) Sales for the year ended March 31, 2019 is net of Goods and Service tax (GST). However, for the previous year ended March 31, 2018,
sales till period ended June 30, 2017 is gross of excise duty.
b) Revenue Information ` Crore
Year ended
March 31, 2019
Revenue by product categories
Home care 2,834.32
Personal care 2,042.57
Hair care 679.90
TOTAL 5,556.79
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c) Reconciliation of the amount of revenue recognised in the statement of profit and loss ` Crore
with the contracted price
Year ended
March 31, 2019
Revenue as per contracted price 5,862.53
Sales returns (0.83)
Rebates/Discounts (304.91)
Revenue from contract with customers 5,556.79
Note: Contract assets represents right to receive the inventory (on estimated sales returns) and contract liabilities represents advances
received from customers for sale of goods at the reporting date.
e) Significant changes in contract assets and liabilities during the period ` Crore
Year ended
March 31, 2019
Revenue recognised that was included in the contract liability balance at the beginning of the 23.83
period
217
NOTE 30 : CHANGES IN INVENTORIES OF FINISHED GOODS, STOCK-IN- TRADE AND ` Crore
WORK-IN-PROGRESS
Year ended Year ended
March 31, 2019 March 31, 2018
Opening Inventory
Finished Goods 250.25 299.18
Stock-in-Trade 26.17 29.53
Work-in-Progress 36.86 30.81
313.28 359.52
Less: Closing Inventory
Finished Goods 210.74 250.25
Stock-in-Trade 34.59 26.17
Work-in-Progress 40.20 36.86
285.53 313.28
(Increase)/Decrease in Inventories 27.75 46.24
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Note :
a) Miscellaneous Expenses include the Company's share of various expenses incurred by group companies for sharing of services and use
of common facilities.
Note: Number of shares for the year ended 31 March 2018 have been adjusted for the bonus shares issued during the current year.
219
NOTE 36 : COMMITMENTS
Estimated value of contracts remaining to be executed on capital account to the extent not provided for : ` 28.36 crore (31-Mar-18 ` 29.60
crore), net of advances there against of ` 29.38 crore (31-Mar-18 ` 27.39 crore)
NOTE 37 : DIVIDEND
During the year 2018-19,the Board has paid four interim dividends. The first dividend was declared on May 8, 2018 at the rate of ` 7 per
equity share (700% of the face value of ` 1 each) and the second dividend was declared on July 30, 2018 at the rate of ` 2 per equity share
(200% of the face value of ` 1 each) on the pre-bonus paid up capital of the Company. The Company made a bonus issue in the ratio of 2:1
on Sep 17, 2018. Subsequent to the bonus issue, the Board paid two more interim dividends aggregating to ` 6 per share (600% of the face
value ` 1 each). The total dividend rate for all the four interim dividends during the year after adjusting for the pre-bonus interim dividend rate
aggregates to ` 12 per equity share (1200% of the face value ` 1 each) and amounts to ` 1226.52 crore. The dividend distribution tax on the
said dividends is ` 252.11 crore. Subsequent to the close of the financial year, the Board has declared an interim dividend of ` 2 per equity
share (200% of the face value ` 1 each) aggregating to ` 204.43 crore. The dividend distribution tax on the said dividend is ` 42.02 crore.
220
Integrated Report Statutory Report Financial Statements | Standalone
` Crore
As at As at
March 31, 2019 March 31, 2018
xiv) Guarantee amounting to USD 28 million (31-Mar-18 USD 28 million) given by the Company 190.18 179.23
to Standard Chartered Bank Mauritius towards SBLC line given to Godrej Tanzania
Holdings Limited
xv) Guarantee amounting to USD 44 million (31-Mar-18 USD 44 million) given by the Company 304.28 286.77
to CITI US towards loan provided to Godrej Mauritius Africa Holdings Ltd.
xvi) Guarantee amounting to USD 2 million (31-Mar-18 USD 2 million) given by the Company to 13.83 13.04
DBS Bank Limited towards IRS taken by Godrej Mauritius Africa Holdings Ltd.
xvii) Guarantee amounting to USD 1.20 million (31-Mar-18 USD Nil) given by the Company to 8.30 -
DBS Bank Limited towards IRS taken by Godrej Consumer Products Holdings Mauritius
Ltd.
xviii) Guarantee amounting to USD 64.35 million (31-Mar-18 USD Nil) given by the Company to 445.01 -
DBS Bank Ltd (Singapore) & Sumitomo Mitsui Banking Corporation (Singapore) against
loan provided to Godrej SON Holding, INC
xix) Guarantee amounting to USD 148.72 million (31-Mar-18 USD Nil) given by the Company 1,028.47 -
to DBS Bank Ltd (Singapore) & Sumitomo Mitsui Banking Corporation (Singapore) against
loan provided to Godrej Consumer Products Holdings Mauritius Ltd.
3,625.59 3,881.11
c) OTHER GUARANTEES
i) Guarantees issued by banks [secured by bank deposits under lien with the bank ` 2.99 14.36 12.17
crore
ii) Guarantee given by the Company to Yes Bank for credit facilities extended to M/s. 0.80 0.80
Broadcast Audience Research Council
15.16 12.97
d) CLAIMS AGAINST THE COMPANY NOT ACKNOWLEDGED AS DEBT:
i) Claims by various parties on account of unauthorized, illegal and fraudulent acts by an 32.22 32.22
employee.
ii) Others 0.06 0.18
e) OTHER MATTERS
The Hon’ble Supreme Court of India (“SC”) by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s
EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the
purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision has been filed and is
pending before the SC for disposal. Pending decision on the subject review petition and directions from the EPFO, the impact, if any, is
not ascertainable and consequently no effect has been given in the accounts.
221
% Holding as at % Holding as at
Name of the Subsidiary Country
March 31, 2019 March 31, 2018
PT Indomas Susemi Jaya Indonesia 100% 100%
PT Intrasari Raya Indonesia 100% 100%
PT Megasari Makmur Indonesia 100% 100%
PT Ekamas Sarijaya Indonesia 100% 100%
PT Sarico Indah Indonesia 100% 100%
Laboratorio Cuenca S.A Argentina 100% 100%
Consell Argentina 100% 100%
Godrej Peru SAC Peru 100% 100%
Deciral S.A. Uruguay 100% 100%
Issue Group Brazil LTDA Brazil 100% 100%
Panamar Producciones SA Argentina 100% 100%
Godrej SON Holdings Inc. USA 100% 100%
Strength of Nature LLC USA 100% 100%
Strength of Nature South Africa Proprietary Limited South Africa 100% 100%
Old Pro International, Inc. USA 100% 100%
Godrej Household Products (Bangladesh) Pvt. Ltd. Bangladesh 100% 100%
Godrej Household Products Lanka (Pvt). Ltd. Sri Lanka 100% 100%
Godrej Consumer Products Bangladesh Limited Bangladesh 100% 100%
Godrej Mauritius Africa Holdings Limited Mauritius 100% 100%
Darling Trading Company Mauritius Limited Mauritius 90% 90%
Godrej Consumer Products International FZCO Dubai,UAE 90% 90%
Godrej Africa Holdings Limited Mauritius 100% 100%
Frika Weave (Pty) Ltd South Africa 100% 100%
Kinky Group (Proprietary) Limited South Africa 100% 100%
Lorna Nigeria Limited Nigeria 100% 100%
Weave Ghana Ghana 100% 100%
Weave Trading Mauritius Pvt. Ltd. Mauritius 51% 51%
Hair Trading (Offshore) S.A.L. Lebanon 51% 51%
Godrej International Trading Company Sharjah,UAE 51% 51%
Godrej West Africa Holdings Limited Mauritius 90% 90%
Subinite (Pty) Ltd South Africa 90% 90%
Weave IP Holdings Mauritius Pvt. Ltd. Mauritius 90% 90%
Weave Mozambique Limitada Mozambique 90% 90%
Godrej Nigeria Limited Nigeria 100% 100%
Godrej Hair Care Nigeria Limited Nigeria 100% 100%
Godrej Household Insecticide Nigeria Ltd Nigeria 100% 100%
Godrej Hair Weave Nigeria Ltd Nigeria 100% 100%
Godrej East Africa Holdings Limited Mauritius 100% 100%
DGH Phase Two Mauritius Mauritius 90% 90%
Godrej Consumer Products Malaysia Limited Malaysia 100% 100%
Style Industries Ltd Kenya 90% 90%
Charm Industries Limited Kenya 100% 100%
Canon Chemicals Limited Kenya 75% 75%
Godrej Tanzania Holdings Limited Mauritius 100% 100%
DGH Tanzania Limited Mauritius 100% 100%
Sigma Hair Industries Ltd. Tanzania 100% 100%
Belaza Mozambique LDA Mozambique 100% 100%
Hair Credentials Zambia Limited Zambia 100% 100%
DGH Uganda Mauritius 51% 51%
Style Industries Uganda Limited Uganda 51% 51%
Weave Senegal Senegal 100% 100%
Godrej CP Malaysia SDN BHD (wef from June 4, 2018) Malaysia 100% Nil
* Divested on 31st August 2018
c) Joint Venture:
% Holding as at % Holding as at
Name of the Joint Venture Country
March 31, 2019 March 31, 2018
Godrej Easy IP Holdings (FZC) (Dubai) Dubai, UAE Nil* 50%
* Dissolved during FY 2018-19
222
Integrated Report Statutory Report Financial Statements | Standalone
d) Associate Company:
% Holding as at % Holding as at
Name of the Associate Company Country
March 31, 2019 March 31, 2018
Bhabani Blunt Hairdressing Pvt Limited India 28% 30%
f) Companies under common Control with whom transactions have taken place during the year
i) Godrej & Boyce Mfg. Co. Limited
ii) Godrej Agrovet Limited
iii) Godrej Tyson Foods Limited
iv) Godrej Properties Limited
v) Natures Basket Limited
vi) Godrej Vikhroli Properties LLP
vii) Godrej Infotech Limited
viii) Godrej Projects Development Private Limited
ix) Godrej Anandan
x) Godrej One Premises Management Private Limited
xi) Godrej Seaview Properties Private Limited
xii) Creamline Dairy Products Limited
i) Post employment Benefit Trust where the reporting entity exercises significant influence
i) Godrej Consumer Products Employees' Provident Fund
223
224
B) The Related Party Transactions are as under : ` Crore
Investing Entity
Key Management
Subsidiary Associate in which the Companies Under Post employment
Personnel and Total
Companies Company reporting entity is Common Control benefit trust
Relatives
an associate
Current Previous Current Previous Current Previous Current Previous Current Previous Current Previous Current Previous
Year Year Year Year Year Year Year Year Year Year Year Year Year Year
Sale of Goods 48.71 40.21 0.40 0.57 12.89 18.86 3.37 1.71 - - - - 65.37 61.35
Sale of Capital Asset - - - - - 0.02 - - - - - - - 0.02
Purchase of Materials and Spares 6.00 4.26 0.16 - 58.47 40.16 0.29 0.13 - - - - 64.92 44.55
Purchase of Fixed Asset including - - - - - - 0.07 10.74 - - - - 0.07 10.74
Assets under Construction
Advance Paid - - - - 1.51 1.51 0.05 0.25 - - - - 1.56 1.76
Royalty and Technical Fees 22.47 17.63 - - - - - - - - - - 22.47 17.63
Received
Royalty and Technical Fees Paid 0.13 0.12 0.62 0.87 - - - - - - - - 0.75 0.99
Establishment & Other Expenses 0.26 0.35 0.14 1.19 34.38 33.50 8.95 6.92 - - - - 43.73 41.96
Paid (Including provision for doubtful
debts if any)
Expenses Recovered 20.41 16.36 - 0.01 0.21 0.23 0.03 0.35 - - - - 20.65 16.95
Investments Made 10.31 156.52 - - - - - - - - - - 10.31 156.52
Investments Sold / Redeemed - - 2.28 - - - - - - - - - 2.28 -
Fair Value of Financial Guarantees 0.13 7.54 - - - - - - - - - - 0.13 7.54
included in Investments
Guarantees Given / (Cancelled) 1,481.78 544.21 - - - - - - - - - - 1,481.78 544.21
Financial Guarantee Fee Received 9.13 4.01 - - - - - - - - - - 9.13 4.01
Guarantee Commission Income 21.62 20.24 - - - - - - - - - - 21.62 20.24
Income from Business Support 11.39 11.57 - - - - - - - - - - 11.39 11.57
Services
Dividend Paid - - - - 627.98 313.99 90.01 45.01 35.43 17.69 - - 753.42 376.69
Commission on Profits and Sitting - - - - - - - - 4.20 2.64 - - 4.20 2.64
Fees
Lease Rentals Received - - - - 9.25 10.87 - - - - - - 9.25 10.87
Lease Rentals Paid - - - - 14.21 15.49 - - - 0.26 - - 14.21 15.75
Contribution during the year - - - - - - - - - - 16.63 15.34 16.63 15.34
(Including Employees' Share)
Short Term Employment Benefits - - - - - - - - 23.32 33.40 - - 23.32 33.40
Post Employment Benefits - - - - - - - - 0.50 0.42 - - 0.50 0.42
Share Based Payment - - - - - - - - 3.85 3.80 - - 3.85 3.80
TOTAL 1,632.34 823.02 3.60 2.64 758.90 434.63 102.77 65.11 67.30 58.21 16.63 15.34 2,581.54 1,398.95
Outstanding Balances ` Crore
Guarantees Outstanding - Given
Receivables Payables Commitments
/ (Taken)
As at As at As at As at As at As at As at As at
Integrated Report
March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018
225
NOTE 40 : LEASES
The Company's significant leasing agreements are in respect of operating lease for premises (office, godown, etc.) and the
aggregate lease rentals payable are charged as rent. The Total lease payments accounted for the year ended March 31, 2019
is ` 43.36 crore (previous year ` 41.53 crore).
The future minimum lease payments outstanding under non-cancellable operating leases are as follows:
` Crore
As at As at
March 31, 2019 March 31, 2018
Not later than one year 12.15 12.63
Later than one year and not later than five years 9.54 36.27
Later than five years - 10.59
TOTAL 21.69 59.49
The Company has entered into an agreement to give one of its office building on operating lease effective May 2015. Total
lease rentals earned during the year ended March 31, 2019 amounting to ` 9.13 crore have been netted off against rent
expense of ` 9.13 crore in Note 34 for similar premises in the same building.
The future minimum lease rental receivable under the non-cancellable operating lease is as follows:
` Crore
As at As at
March 31, 2019 March 31, 2018
Not later than one year 9.13 9.13
Later than one year and not later than five years 1.10 10.20
Later than five years - -
TOTAL 10.23 19.33
226
Integrated Report Statutory Report Financial Statements | Standalone
The Gratuity scheme of the erstwhile Godrej Household Products Ltd., which was obtained pursuant to the Scheme of
Amalgamation, is funded through Unit Linked Gratuity Plan with HDFC Standard Life Insurance Company Limited.
The liability for the Defined Benefit Plan is provided on the basis of a valuation, using the Projected Unit Credit Method,
as at the Balance Sheet date, carried out by an independent actuary.
The Company has a gratuity trust. However, the Company funds its gratuity payouts from its cash flows. Accordingly, the
Company creates adequate provision in its books every year based on actuarial valuation.
These benefit plans expose the Company to actuarial risks, such as longevity risk, interest rate risk and investment risk.
Provident Fund:
The Company manages the Provident Fund plan through a Provident Fund Trust for its employees which is permitted
under The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 and is actuarially valued. The plan
envisages contribution by the employer and employees and guarantees interest at the rate notified by the Provident Fund
authority. The contribution by employer and employee, together with interest, are payable at the time of separation from
service or retirement, whichever is earlier.
The Company has an obligation to fund any shortfall on the yield of the trust’s investments over the administered interest
rates on an annual basis. These administered rates are determined annually predominantly considering the social rather
than economic factors and the actual return earned by the Company has been higher in the past years. The actuary has
provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based
on the below provided assumptions there is no shortfall as at March 31, 2019.
` Crore
As at As at
March 31, 2019 March 31, 2018
Plan assets at period end, at fair value 149.31 129.57
Provident Fund Corpus 148.00 128.51
Valuation assumptions under Deterministic Approach:
Weighted Average Yield 8.67% 8.75%
Weighted Average Yield to Maturity 9.07% 8.95%
Guaranteed Rate of Interest 8.65% 8.65%
227
d) The amounts recognised in the Company’s financial statements as at year end are as under: ` Crore
As at As at
March 31, 2019 March 31, 2018
i) Change in Present Value of Obligation
Present value of the obligation at the beginning of the year 56.38 48.07
Current Service Cost 3.99 3.40
Interest Cost 4.40 3.28
Actuarial (Gain) / Loss on Obligation- Due to Change in Demographic Assumptions (0.79) (0.13)
Actuarial (Gain) / Loss on Obligation- Due to Change in Financial Assumptions 1.51 2.82
Actuarial (Gain) / Loss on Obligation- Due to Experience (0.42) 1.79
Benefits Paid (4.14) (2.85)
Present value of the obligation at the end of the year 60.93 56.38
228
Integrated Report Statutory Report Financial Statements | Standalone
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an
approximation of the sensitivity of the assumptions shown.
The method and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.
Other details
Methodology Adopted for ALM Projected Unit Credit Method
Usefulness and Methodology adopted for Sensitivity analysis Sensitivity analysis is an analysis which will give the movement in
liability if the assumptions were not proved to be true on different
count. This only signifies the change in the liability if the difference
between assumed and the actual is not following the parameters of the
sensitivity analysis.
Comment on Quality of Assets Since investment is with insurance company, Assets are considered to
be secured.
a) The Company set up the Employees Stock Grant Scheme 2011 (ESGS) pursuant to the approval by the Shareholders on March 18,
2011.
b) The ESGS Scheme is effective from April 1, 2011, (the “Effective Date”) and shall continue to be in force until (i) its termination by
the Board or (ii) the date on which all of the shares to be vested under Employee Stock Grant Scheme 2011 have been vested in
the Eligible Employees and all restrictions on such Stock Grants awarded under the terms of ESGS Scheme, if any, have lapsed,
whichever is earlier.
c) The Scheme applies to the Eligible Employees of the Company or its Subsidiaries. The entitlement of each employee will be
decided by the Compensation Committee of the Company based on the employee’s performance, level, grade, etc.
d) The total number of Stock Grants to be awarded under the ESGS Scheme are restricted to 2,500,000 (Twenty Five Lac) fully paid
up equity shares of the Company. Not more than 500,000 (Five Lac) fully paid up equity shares or 1% of the issued equity share
capital at the time of awarding the Stock Grant, whichever is lower, can be awarded to any one employee in any one year.
e) The Stock Grants shall vest in the Eligible Employees pursuant to the ESGS Scheme in the proportion of 1/3rd at the end of each
year or as may be decided by the Compensation Committee from the date on which the Stock Grants are awarded for a period of
three consecutive years subject to the condition that the Eligible Employee continues to be in employment of the Company or the
Subsidiary company as the case may be.
f) The Eligible Employee shall exercise her / his right to acquire the shares vested in her / him all at one time within 1 month from the
date on which the shares vested in her / him or such other period as may be determined by the Compensation Committee.
g) The Exercise Price of the shares has been fixed at ` 1 per share. The fair value is treated as Employee Compensation Expenses
and charged to the Statement of Profit and Loss. The value of the options is treated as a part of employee compensation in the
financial statements and is amortised over the vesting period.
229
h) The details of the scheme are as below:
Weighted
Vesting Exercise Price average Exercise
Scheme Grant Date No. of Options Exercise period
Condition (`) per share Price (`) per
share
Employees From 2011 to 635,424 Vested in the 1.00 1.00 within 1 month
Stock Grant 2018 proportion of from the date of
Scheme 2011 1/3rd at the end vesting
of each year
Weighted average remaining contractual life of options as at 31st March, 2019 was 2.93 years (31-Mar-18: 1.24 years).
Weighted average equity share price at the date of exercise of options during the year was ` 1213.37 (previous year ` 1297.64).
The fair value of the employee share options has been measured using the Black-Scholes formula. The following assumptions were
used for calculation of fair value of grants:
As at As at
March 31, 2019 March 31, 2018
Risk-free interest rate (%) 7.51% 6.46%
Expected life of options (years) 2.00 2.00
Expected volatility (%) 28.29% 32.21%
Dividend yield 1.05% 0.31%
The price of the underlying share in market at the time of option grant (`)* 1,139.45 1,868.75
* Price is before issue of Bonus shares
II. Pursuant to SEBI notification dated January 17, 2013, no further securities of the Company will be purchased from the open
market.
230
NOTE 45 : FINANCIAL INSTRUMENTS
A. Accounting classification and fair values
Carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy, are presented below. It does not include the fair value information
for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
Integrated Report
` Crore
Carrying amount / Fair Value Fair value Hierarchy
As at March 31, 2019 Amortised
FVTPL FVTOCI Total Level 1 Level 2 Level 3 Total
Cost
Financial assets
Non Current
Investments
Non-convertible Debentures with Non-Banking Financial Companies - - - - - - - -
Deposits with Non-Banking Financial Companies - - - - - - - -
Loans - - 16.99 16.99 - - - -
Other Non-Current Financial Assets - - 31.07 31.07 - - - -
Current
Investments
Non-convertible Debentures with Non-Banking Financial Companies - - 329.27 329.27 - 329.94 - 329.94
Statutory Report
231
232
` Crore
Carrying amount / Fair Value Fair value Hierarchy
As at March 31, 2018 Amortised
FVTPL FVTOCI Total Level 1 Level 2 Level 3 Total
Cost
Financial assets
Non Current
Investments
Non-convertible Debentures with Non-Banking Financial Companies - - 84.66 84.66 84.79 84.79
Deposits with Non-Banking Financial Companies - - 20.54 20.54 20.54 20.54
Loans - - 16.32 16.32 -
Other Non-Current Financial Assets - - 4.27 4.27 -
Current - -
Investments - -
Non-convertible Debentures with Non-Banking Financial Companies - - 336.01 336.01 339.38 339.38
Mutual Funds 107.63 - - 107.63 107.63 107.63
Commercial papers 97.04 97.04 97.04 97.04
Deposits with Non-Banking Financial Companies 306.97 306.97 306.97 306.97
Trade receivables - - 248.58 248.58 -
Cash and cash equivalents - - 86.11 86.11 -
Other Bank balances - - 12.00 12.00 -
Loans - - 0.25 0.25 -
Refunds/Incentives receivables from Govt. Authorities - - 173.66 173.66 -
Derivative assets 0.61 - - 0.61 - 0.61 - 0.61
Other Current Financial Assets - - 18.97 18.97 -
TOTAL 108.24 - 1,405.38 1,513.62 - 956.95 - 956.95
Financial liabilities
Current
Borrowings (Commercial Paper)
Trade and other payables - - 1,452.92 1,452.92 - - - -
Other Current Financial Liabilities - - 39.00 39.00 - - - -
TOTAL - - 1,491.92 1,491.92 - - - -
There are no transfers between levels 1 and 2 during the year
B. Measurement of fair values
Valuation techniques and significant unobservable inputs
The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.
Financial instruments measured at fair value
Integrated Report
Inter-relationship between
Significant
Type Valuation technique significant unobservable inputs
unobservable inputs
and fair value measurement
Mutual Fund Investments NAV quoted by the Mutual Fund NA NA
Investments in Non Convertible Debenture/Commercial papers with Non-Banking Broker Quote NA NA
Financial Companies
Deposits with Non-Banking Financial Companies Present Value of expected NA NA
cashflows using an appropriate
discounting rate
Commercial Paper issued by the Company Present Value of expected NA NA
cashflows using an appropriate
discounting rate
Derivative Financial Instruments MTM from Banks NA NA
Statutory Report
Financial Statements | Standalone
233
NOTE 46 : FINANCIAL RISK MANAGEMENT
The activities of the Company exposes it to a number of financial risks namely market risk, credit risk and liquidity risk. The Company seeks
to minimize the potential impact of unpredictability of the financial markets on its financial performance. The Company has constituted a
Risk Management Committee and risk management policies which are approved by the Board to identify and analyze the risks faced by the
Company and to set and monitor appropriate risk limits and controls for mitigation of the risks.
A. MANAGEMENT OF MARKET RISK:
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises of three types of risks: interest rate risk, price risk and currency rate risk. Financial instruments affected by market
risk includes borrowings, foreign currency receivables/payables, EEFC bank account balances, investments and derivative financial
instruments. The Company has international trade operations and is exposed to a variety of market risks, including currency and interest
rate risks.
(i) Management of interest rate risk:
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Company does not have any exposure to interest rate risks since its borrowings and investments are all in fixed rate
instruments.
(ii) Management of price risk:
The Company invests its surplus funds in various debt instruments including liquid and short term schemes of debt mutual funds,
deposits with banks and financial institutions, commercial papers and non-convertible debentures (NCD’s). Investments in mutual funds,
deposits and NCD’s are susceptible to market price risk, arising from changes in interest rates or market yields which may impact the
return and value of the investments. This risk is mitigated by the Company by investing the funds in various tenors depending on the
liquidity needs of the Company.
(iii) Management of currency risk:
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign
exchange rates. The Company has foreign currency trade payables and receivables and is therefore exposed to foreign exchange risk.
The Company mitigates the foreign exchange risk by setting appropriate exposure limits, periodic monitoring of the exposures and
hedging exposures using derivative financial instruments like foreign exchange forward contracts. The exchange rates have been volatile
in the recent years and may continue to be volatile in the future. Hence the operating results and financials of the Company may be
impacted due to volatility of the rupee against foreign currencies.
Exposure to currency risk (Exposure in different currencies converted to functional currency i.e. INR)
The currency profile of financial assets and financial liabilities as at March 31, 2019 is as below:
` Crore
March 31, 2019 March 31, 2019 March 31, 2019 March 31, 2019
GBP USD EURO AED
Financial assets
Cash and cash equivalents - 6.39 - -
Trade and other receivables 2.12 71.92 31.82 -
Less: Forward contracts for trade receivables - - - -
Other Non-Current Financial Assets - 20.75 - -
Other Current Financial Assets - 10.27 - -
2.12 109.33 31.82 -
Financial liabilities
Trade and other payables 0.42 313.06 0.20 -
Less: Forward contracts for trade payables - (201.72) - -
Other Non-current financial liabilities 0.00 -
Other Current Financial Liabilities - 0.02 - -
0.42 111.36 0.20 -
Net exposure 1.70 (2.03) 31.62 -
234
Integrated Report Statutory Report Financial Statements | Standalone
Exposure to currency risk (Exposure in different currencies converted to functional currency i.e. INR)
The currency profile of financial assets and financial liabilities as at March 31, 2018 is as below:
` Crore
March 31, 2018 March 31, 2018 March 31, 2018 March 31, 2018
GBP USD EURO AED
Financial assets
Cash and cash equivalents - 6.11 - -
Trade and other receivables 1.19 47.05 36.10 2.32
Less: Forward contracts for trade receivables - - - -
Other Non-Current Financial Assets - 4.20 - -
Other Current Financial Assets - 7.89 - -
1.19 65.25 36.10 2.32
Financial liabilities
Trade and other payables 1.95 198.64 5.05 -
Less: Forward contracts for trade payables - (133.80) - -
Other Current Financial Liabilities - 0.21 - -
1.95 65.05 5.05 -
Net exposure (0.76) 0.20 31.05 2.32
The following significant exchange rates have been applied during the year.
Year-end spot rate as at
INR
March 31, 2019 March 31, 2018
GBP INR 90.48 91.76
USD INR 69.35 65.18
EUR INR 77.69 80.45
ZAR INR 4.74 5.53
AED INR 18.84 17.74
JPY INR 0.63 -
Sensitivity analysis
A reasonably possible 5% strengthening (weakening) of GBP/USD/EURO/AED against the Indian Rupee at March 31 would have
affected the measurement of financial instruments denominated in GBP/USD/EURO/AED and affected profit or loss by the amounts
shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of
forecast sales and purchases.
` Crore
Profit or loss
Effect in INR
Strengthening Weakening
March 31, 2019
5% movement
GBP 0.08 (0.08)
USD (0.10) 0.10
EUR 1.58 (1.58)
1.56 (1.56)
` Crore
Profit or loss
Effect in INR
Strengthening Weakening
March 31, 2018
5% movement
GBP (0.04) 0.04
USD 0.01 (0.01)
EUR 1.55 (1.55)
AED 0.12 -0.12
1.64 (1.64)
235
B. MANAGEMENT OF CREDIT RISK:
Credit risk refers to the risk of default on its obligations by a counterparty to the Company resulting in a financial loss to the Company.
The Company is exposed to credit risk from its operating activities (trade receivables) and from its investing activities including
investments in mutual funds, commercial papers, deposits with banks and financial institutions and Non-convertible debentures, foreign
exchange transactions and financial instruments.
Credit risk from trade receivables is managed through the Company’s policies, procedures and controls relating to customer credit risk
management by establishing credit limits, credit approvals and monitoring creditworthiness of the customers to which the Company
extends credit in the normal course of business. Outstanding customer receivables are regularly monitored. The Company has no
concentration of credit risk as the customer base is widely distributed.
Credit risk from investments of surplus funds is managed by the Company’s treasury in accordance with the Board approved policy and
limits. Investments of surplus funds are made only with those counterparties who meet the minimum threshold requirements prescribed
by the Board. The Company monitors the credit ratings and financial strength of its counter parties and adjusts its exposure accordingly.
At March 31, 2019, the ageing for the financial assets as mentioned in the note below & that were not impaired (not provided for) was as
follows.
` Crore
As at As at
Trade receivables
March 31, 2019 March 31, 2018
Neither past due nor impaired 188.62 171.78
Past due 1–90 days 125.80 54.11
Past due 91–120 days 14.00 0.93
Past due 120 days 24.76 21.76
353.18 248.58
Management believes that the unimpaired amounts that are past due are still collectible in full, based on historical payment behavior
and extensive analysis of customer credit risk, including underlying customers’ credit ratings if they are available. The Company uses an
allowance matrix to measure the expected credit loss of trade receivables from individual customers which comprise on large number of
small balances.
The movement in the allowance for impairment in respect of trade receivables is as follows ` Crore
As at As at
March 31, 2019 March 31, 2018
Opening balance 5.62 5.07
Impairment loss recognised during the year 0.72 0.55
Closing balance 6.34 5.62
236
Integrated Report Statutory Report Financial Statements | Standalone
` Crore
Contractual cash flows
March 31, 2018 Total More than 3
Carrying amount Less than 1 Year 1-3 years
years
Non-derivative financial liabilities
Trade payables 1,452.92 1,452.92 1,452.92 - -
Other Financial Liabilities 39.00 39.00 39.00 - -
Derivative financial liabilities
Forward exchange contracts
- Outflow 134.37 134.37 134.37 - -
- Inflow - - - - -
For derivative contracts designated as hedge, the Company documents, at inception, the economic relationship between the hedging
instrument and the hedged item, the hedge ratio, the risk management objective for undertaking the hedge and the methods used to assess the
hedge effectiveness. The derivative contracts have been taken to hedge foreign currency risk on highly probable forecast investment. The tenor
of hedging instrument may be less than or equal to the tenor of underlying highly probable forecast investment.
Financial contracts designated as hedges are accounted for in accordance with the requirements of Ind AS 109 depending upon the type of
hedge. The Company applies cash flow hedge accounting to hedge the variability in the future cash flows on the overseas remittance to its
subsidiaries, subject to foreign exchange risk.
The Company has a Board approved policy on assessment, measurement and monitoring of hedge effectiveness which provides a guideline
for the evaluation of hedge effectiveness, treatment and monitoring of the hedge effective position from an accounting and risk monitoring
perspective. Hedge effectiveness is ascertained at the time of inception of the hedge and periodically thereafter. The Company assesses hedge
effectiveness on prospective basis. The prospective hedge effectiveness test is a forward looking evaluation of whether or not the changes in
the fair value or cash flows of the hedging position are expected to be highly effective in offsetting the changes in the fair value or cash flows of
the hedged position over the term of the relationship.
Hedge effectiveness is assessed through the application of critical terms match method & dollar off-set method. Any ineffectiveness in a
hedging relationship is accounted for in the statement of profit and loss.
The table below enumerates the Company’s hedging strategy, typical composition of the Company’s hedge portfolio, the instruments used to
hedge risk exposures and the type of hedging relationship:
Type of Type of
Sr Hedging
risk/ hedge Hedged item Description of hedging strategy Description of hedging instrument hedging
No instrument
position relationship
1 Currency Highly Probable FCY denominated highly Foreign Forward contracts are contractual Cash flow
risk Foreign currency probable forecast investment exchange agreements to buy or sell a specified hedge
hedge (FCY) denominated is converted into functional forward financial instrument at a specific price
investment in Overseas currency using a plain vanila contracts and date in the future. These are
Subsidiary foreign currency forward customized contracts transacted in the
contract over–the–counter market.
The table below provide details of the derivatives that have been designated as cash flow hedges for the year presented:
For the year ended March 31, 2019
Change in fair Amount
Line item
Derivative Derivative Gain/(Loss) value for the reclassified Line item in
Notional Ineffectiveness in profit or
Hedging Financial Financial due to year recognized from the profit or loss
principal recognized in loss that
Instrument Instruments Instruments change in in Other hedge reserve affected by the
amount profit or loss includes hedge
- Assets - Liabilities fair value Comprehensive to profit or reclassification
ineffectiveness
Income (OCI) loss
Foreign exchange - - - - - - NA NA NA
forward contracts
237
For the year ended March 31, 2018
Change in fair Amount
Line item
Derivative Derivative Gain/(Loss) value for the reclassified Line item in
Notional Ineffectiveness in profit or
Hedging Financial Financial due to year recognized from the profit or loss
principal recognized in loss that
Instrument Instruments Instruments change in in Other hedge reserve affected by the
amount profit or loss includes hedge
- Assets - Liabilities fair value Comprehensive to profit or reclassification
ineffectiveness
Income (OCI) loss
Foreign exchange - - - - - - NA NA NA
forward contracts
The following table provides a reconciliation by risk category of the components of equity and analysis of Other Comprehensive Income (OCI)
items resulting from hedge accounting:
Disclosure of effects of hedge accounting on financial performance for the year ended March 31, 2019
Gain/(Loss)
Line item
due to change Amount
Hedge affected in
in the value of reclassified
ineffectiveness statement of
Type of hedge the hedging from cash flow
recognisd in profit and loss
instrument hedging reserve
profit or loss because of the
recognised in to profit or loss
reclassification
OCI
Cash Flow Hedge
Currency risk - - - NA
Disclosure of effects of hedge accounting on financial performance for the year ended March 31, 2018
Gain/(Loss)
Line item
due to change Amount
Hedge affected in
in the value of reclassified
ineffectiveness statement of
Type of hedge the hedging from cash flow
recognisd in profit and loss
instrument hedging reserve
profit or loss because of the
recognised in to profit or loss
reclassification
OCI
Cash Flow Hedge
Currency risk - - - NA
238
Integrated Report Statutory Report Financial Statements | Standalone
NOTE 50 : GENERAL
All amounts disclosed in the financial statements and notes have been rounded off to the nearest crore as per the
requirements of Schedule III, unless otherwise stated.
As per our report of even date attached For and on behalf of the Board
For B S R & Co. LLP
Chartered Accountants Nisaba Godrej
Firm Regn No. 101248W/W-100022 Executive Chairperson
DIN: 00591503
239
This page has been intentionally left blank
240
Integrated Report Statutory Report Financial Statements | Consolidated
To the Members of In our opinion and to the best of our the Act. Our responsibilities under
Godrej Consumer Products Limited information and according to the those SAs are further described in
explanations given to us, and based the Auditor’s Responsibilities for the
Report on the Audit of Consolidated
on the consideration of reports of Audit of the Consolidated Financial
Financial Statements
other auditors on separate financial Statements section of our report.
Opinion statements of such subsidiaries, We are independent of the Group in
We have audited the consolidated associate and joint venture as were accordance with the Code of Ethics
financial statements of Godrej audited by the other auditors, the issued by the Institute of Chartered
Consumer Products Limited (hereinafter aforesaid consolidated financial Accountants of India, and we have
referred to as the ‘Holding Company”) statements give the information fulfilled our other ethical responsibilities
and its subsidiaries (Holding Company required by the Companies Act, 2013 in accordance with the provisions
and its subsidiaries together referred (“Act”) in the manner so required and of the Act. We believe that the audit
to as “the Group”), its associate and give a true and fair view in conformity evidence we have obtained is sufficient
its joint venture, which comprise the with the accounting principles generally and appropriate to provide a basis for
consolidated balance sheet as at 31 accepted in India, of the consolidated our opinion.
March 2019, and the consolidated state of affairs of the Group, its
statement of profit and loss (including associate and its joint venture as at 31 Key Audit Matters
other comprehensive income) , March 2019, of its consolidated profit Key audit matters are those matters
consolidated statement of changes in and other comprehensive income, that, in our professional judgment, were
equity and consolidated statement of consolidated changes in equity and of most significance in our audit of the
cash flows for the year then ended, consolidated cash flows for the year consolidated financial statements of
and notes to the consolidated financial then ended. the current period. These matters were
statements, including a summary addressed in the context of our audit of
of significant accounting policies Basis for Opinion the consolidated financial statements
and other explanatory information We conducted our audit in accordance as a whole, and in forming our opinion
(hereinafter referred to as “the with the Standards on Auditing (SAs) thereon, and we do not provide a
consolidated financial statements”). specified under section 143(10) of separate opinion on these matters.
We consider the annual impairment evaluation of Goodwill by • Involving our valuations team to assist in evaluating the
management to involve significant estimates and judgement, due appropriateness of the discount rates applied, which included
to the inherent uncertainty involved in forecasting and discounting comparing the weighted‑average cost of capital with sector
future cash flows and in determining the recoverable amount. Further averages for the relevant markets in which the CGUs operate;
due to the materiality in the context of total assets of the Group,
this is considered to be significant to our overall audit strategy and • Evaluating the appropriateness of the assumptions applied to
planning key inputs such as sales volumes and prices, operating costs,
inflation and long‑term growth rates,;
241
The key audit matter How the matter was addressed in our audit
• Performing our own sensitivity analysis, which included
assessing the effect of reasonably possible reductions in growth
rates and forecast cash flows to evaluate the impact on the
currently estimated headroom and
242
Integrated Report Statutory Report Financial Statements | Consolidated
the consolidated financial conclusions are based on the audit We communicate with those charged
statements, whether due to fraud evidence obtained up to the date with governance of the Holding
or error, design and perform audit of our auditor’s report. However, Company and such other entities
procedures responsive to those future events or conditions may included in the consolidated financial
risks, and obtain audit evidence cause the Group (company statements of which we are the
that is sufficient and appropriate and subsidiaries) as well as its independent auditors regarding, among
to provide a basis for our opinion. associate and joint venture to other matters, the planned scope and
The risk of not detecting a material cease to continue as a timing of the audit and significant
misstatement resulting from fraud going concern. audit findings, including any significant
is higher than for one resulting deficiencies in internal control that we
from error, as fraud may involve • Evaluate the overall presentation, identify during our audit.
collusion, forgery, intentional structure and content of the
omissions, misrepresentations, or consolidated financial statements, We also provide those charged with
the override of internal control. including the disclosures, and governance with a statement that we
whether the consolidated financial have complied with relevant ethical
• Obtain an understanding of statements represent the underlying requirements regarding independence,
internal control relevant to the transactions and events in a manner and to communicate with them all
audit in order to design audit that achieves fair presentation. relationships and other matters that
procedures that are appropriate in may reasonably be thought to bear
the circumstances. Under section • Obtain sufficient appropriate audit on our independence, and where
143(3)(i) of the Act, we are also evidence regarding the financial applicable, related safeguards.
responsible for expressing our information of such entities or
opinion on whether the company business activities within the From the matters communicated with
has adequate internal financial Group to express an opinion those charged with governance, we
controls with reference to financial on the consolidated financial determine those matters that were of
statements in place and the statements, of which we are the most significance in the audit of the
operating effectiveness of independent auditors. We are consolidated financial statements of
such controls. responsible for the direction, the current period and are therefore the
supervision and performance of key audit matters. We describe these
• Evaluate the appropriateness of the audit of financial information of matters in our auditors’ report unless
accounting policies used and the such entities. For the other entities law or regulation precludes public
reasonableness of accounting included in the consolidated disclosure about the matter or when,
estimates and related disclosures financial statements, which have in extremely rare circumstances, we
made by management. been audited by other auditors, determine that a matter should not be
such other auditors remain communicated in our report because
• Conclude on the appropriateness responsible for the direction, the adverse consequences of doing
of management’s use of the going supervision and performance of so would reasonably be expected to
concern basis of accounting the audits carried out by them. We outweigh the public interest benefits of
in preparation of consolidated remain solely responsible for our such communication.
financial statements and, based audit opinion. Our responsibilities
on the audit evidence obtained, in this regard are further described Other Matters
whether a material uncertainty in para (a) of the section titled (a) We did not audit the financial
exists related to events or ‘Other Matters’ in this audit report. statements of 33 subsidiaries
conditions that may cast significant whose financial statements
doubt on the appropriateness of We believe that the audit evidence reflect total assets of ` 9,414.53
this assumption. If we conclude obtained by us along with the crore as at 31 March 2019,
that a material uncertainty exists, consideration of audit reports of the total revenues of ` 6,989.91
we are required to draw attention other auditors referred to in sub- crore and net cash outflows
in our auditor’s report to the related paragraph (a) of the Other Matters amounting to ` 162.90 crore for
disclosures in the consolidated paragraph below, is sufficient and the year ended on that date, as
financial statements or, if such appropriate to provide a basis for our considered in the consolidated
disclosures are inadequate, audit opinion on the consolidated financial statements. These
to modify our opinion. Our financial statements. financial statements have been
243
audited by other auditors whose done and the reports of the other the Ind AS specified under
reports have been furnished to auditors and the financial statements section 133 of the Act.
us by the Management and our certified by the Management.
opinion on the consolidated e) On the basis of the written
financial statements, in so far Report on Other Legal and representations received from
as it relates to the amounts and Regulatory Requirements the directors of the Holding
disclosures included in respect A. As required by Section 143(3) of Company as on 31 March
of these subsidiaries and our the Act, based on our audit and on 2019 taken on record by the
report in terms of sub-section (3) the consideration of reports of the Board of Directors of the
of Section 143 of the Act, in so other auditors on separate financial Holding Company, none of
far as it relates to the aforesaid statements of such subsidiaries the directors of the Holding
subsidiaries is based solely on as were audited by other auditors, Company is disqualified as
the audit reports of the as noted in the ‘Other Matters’ on 31 March 2019 from being
other auditors. paragraph, we report, to the extent appointed as a director in
applicable, that: terms of section 164(2) of
(b) The consolidated financial the Act.
statements also include the a) We have sought and obtained
Group’s share of net profit/ all the information and f) With respect to the adequacy
loss (and other comprehensive explanations which to the of the internal financial
income) of ` 0.63 crore for the best of our knowledge and controls with reference
year ended 31 March 2019, as belief were necessary for to consolidated financial
considered in the consolidated the purposes of our audit of statements of the Holding
financial statements, in respect of the aforesaid consolidated Company and the operating
an associate and a joint venture, financial statements. effectiveness of such
whose financial statements controls, refer to our separate
have not been audited either by b) In our opinion, proper books Report in “Annexure A”.
us or by other auditors. These of account as required by
unaudited financial statements law relating to preparation of B. With respect to the other matters
have been furnished to us by the the aforesaid consolidated to be included in the Auditor’s
Management and our opinion financial statements have Report in accordance with Rule
on the consolidated financial been kept so far as it appears 11 of the Companies (Audit and
statements, in so far as it relates from our examination of those Auditor’s) Rules, 2014, in our
to the amounts and disclosures books and the reports of the opinion and to the best of our
included in respect of this joint other auditors. information and according to
venture and associate, and our the explanations given to us and
report in terms of sub-section (3) c) The consolidated balance based on the consideration of the
of Section 143 of the Act in so sheet, the consolidated reports of the other auditors on
far as it relates to the aforesaid statement of profit and loss separate financial statements of
joint venture and associate, is (including other comprehensive the subsidiaries as noted in the
based solely on such unaudited income), the consolidated ‘Other Matters’ paragraph:
financial statements. In our statement of changes in
opinion and according to the equity and the consolidated i. The consolidated financial
information and explanations statement of cash flows dealt statements disclose the
given to us by the Management, with by this Report are in impact of pending litigations
these financial statements are agreement with the relevant as at 31 March 2019 on the
not material to the Group. books of account maintained consolidated financial position
for the purpose of preparation of the Group, its associate
Our opinion on the consolidated of the consolidated financial and joint venture. Refer
financial statements, and our report statements. Note 41 to the consolidated
on Other Legal and Regulatory financial statements.
Requirements below, is not modified d) In our opinion, the aforesaid
in respect of the above matters with consolidated financial ii. Provision has been made in
respect to our reliance on the work statements comply with the consolidated financial
244
Integrated Report Statutory Report Financial Statements | Consolidated
statements, as required under statements regarding Act. The remuneration paid to any
the applicable law or Ind holdings as well as dealings director by the Holding Company is not
AS, for material foreseeable in specified bank notes during in excess of the limit laid down under
losses, on long-term the period from 8 November section 197 of the Act. The Ministry of
contracts including derivative 2016 to 30 December 2016 Corporate Affairs has not prescribed
contracts. Refer Note 51 to have not been made in other details under Section 197(16)
the consolidated financial the consolidated financial of the Act which are required to be
statements in respect of statements since they do not commented upon by us.
such items as it relates to the pertain to the financial year
Group, its associate and joint ended 31 March 2019. For B S R & Co. LLP
venture. Chartered Accountants
C. With respect to the matter to be Firm’s Registration No: 101248W/
iii. There are no amounts which included in the Auditor’s report W-100022
are required to be transferred under section 197(16) of the Act: Vijay Mathur
to the Investor Education Partner
and Protection Fund by the In our opinion and according to the Membership No: 046476
Holding Company during the information and explanations given to
year ended 31 March 2019. us, the remuneration paid during the Mumbai : May 3, 2019
current year by the Holding Company
iv. The disclosures in the to its directors is in accordance with
consolidated financial the provisions of section 197 of the
245
Annexure A to the Independent responsible for establishing and consolidated financial statements
Auditors’ report on the consolidated maintaining internal financial controls and their operating effectiveness. Our
financial statements of Godrej with reference to consolidated financial audit of internal financial controls with
Consumer Products Limited for the statements based on the criteria reference to consolidated financial
year ended 31 March 2019 established by the Holding Company statements included obtaining an
considering the essential components understanding of internal financial
Report on the internal financial of internal control stated in the controls with reference to consolidated
controls with reference to the Guidance Note. These responsibilities financial statements, assessing the risk
aforesaid consolidated financial include the design, implementation that a material weakness exists, and
statements under Clause (i) of and maintenance of adequate internal testing and evaluating the design and
Sub-section 3 of Section 143 of the financial controls that were operating operating effectiveness of the internal
Companies Act, 2013 effectively for ensuring the orderly controls based on the assessed risk.
and efficient conduct of its business, The procedures selected depend on
(Referred to in paragraph (f) under including adherence to the Holding the auditor’s judgement, including the
‘Report on Other Legal and Regulatory company’s policies, the safeguarding of assessment of the risks of material
Requirements’ section of our report of its assets, the prevention and detection misstatement of the consolidated
even date) of frauds and errors, the accuracy financial statements, whether due to
and completeness of the accounting fraud or error.
Opinion records, and the timely preparation
In conjunction with our audit of the of reliable financial information, as We believe that the audit evidence
consolidated financial statements of the required under the Companies Act, we have obtained is sufficient and
Company as of and for the year ended 2013 (hereinafter referred to as “the appropriate to provide a basis for our
31 March 2019, we have audited the Act”). audit opinion on the Holding Company’s
internal financial controls with reference internal financial controls with reference
to consolidated financial statements Auditors’ Responsibility to consolidated financial statements.
of Godrej Consumer Products Limited Our responsibility is to express an
(hereinafter referred to as “the Holding opinion on the internal financial Meaning of Internal Financial
Company”) as of that date. controls with reference to consolidated controls with Reference to
financial statements based on our Consolidated Financial Statements
In our opinion, the Holding Company, audit. We conducted our audit in A Holding Company’s internal financial
has, in all material respects, adequate accordance with the Guidance Note controls with reference to consolidated
internal financial controls with reference and the Standards on Auditing, financial statements is a process
to consolidated financial statements prescribed under section 143(10) of designed to provide reasonable
and such internal financial controls the Act, to the extent applicable to an assurance regarding the reliability of
were operating effectively as at 31 audit of internal financial controls with financial reporting and the preparation
March 2019, based on the internal reference to consolidated financial of financial statements for external
financial controls with reference to statements. Those Standards and the purposes in accordance with generally
consolidated financial statements Guidance Note require that we comply accepted accounting principles. A
criteria established by such companies with ethical requirements and plan and Holding Company’s internal financial
considering the essential components perform the audit to obtain reasonable controls with reference to consolidated
of such internal controls stated in the assurance about whether adequate financial statements includes those
Guidance Note on Audit of Internal internal financial controls with reference policies and procedures that (1) pertain
Financial Controls Over Financial to consolidated financial statements to the maintenance of records that, in
Reporting issued by the Institute of were established and maintained and if reasonable detail, accurately and fairly
Chartered Accountants of India (the such controls operated effectively in all reflect the transactions and dispositions
“Guidance Note”). material respects. of the assets of the Holding Company;
(2) provide reasonable assurance
Management’s Responsibility for Our audit involves performing that transactions are recorded as
Internal Financial Controls procedures to obtain audit evidence necessary to permit preparation of
The Holding Company’s management about the adequacy of the internal financial statements in accordance
and the Board of Directors are financial controls with reference to with generally accepted accounting
246
Integrated Report Statutory Report Financial Statements | Consolidated
principles, and that receipts and Because of the inherent limitations may become inadequate because
expenditures of the Holding Company of internal financial controls with of changes in conditions, or that the
are being made only in accordance reference to consolidated financial degree of compliance with the policies
with authorisations of management statements, including the possibility or procedures may deteriorate.
and directors of the Holding Company; of collusion or improper management
and (3) provide reasonable assurance override of controls, material For B S R & Co. LLP
regarding prevention or timely detection misstatements due to error or fraud Chartered Accountants
of unauthorised acquisition, use, or may occur and not be detected. Firm’s Registration No: 101248W/
disposition of the Holding Company’s Also, projections of any evaluation W-100022
assets that could have a material effect of the internal financial controls with Vijay Mathur
on the financial statements. reference to consolidated financial Partner
statements to future periods are Membership No: 046476
Inherent Limitations of Internal subject to the risk that the internal
Financial controls with Reference to financial controls with reference to Mumbai : May 3, 2019
consolidated Financial Statements consolidated financial statements
247
CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2019
` Crore
Note As at As at
No. March 31, 2019 March 31, 2018
I. ASSETS
1. Non-current assets
(a) Property, Plant and Equipment 3 1,192.29 1,066.36
(b) Capital work-in-progress 50.90 82.08
(c) Goodwill 4 4,918.03 4,718.87
(d) Other Intangible assets 4 2,559.94 2,529.77
(e) Intangible assets under development 1.16 1.80
(f) Investments in associate 5 34.67 36.32
(g) Financial Assets
(i) Other Investments 6 - 105.20
(ii) Loans 7 18.77 18.87
(iii) Others 8 5.77 9.57
(h) Deferred tax assets (net) 9D 549.32 100.04
(i) Other non-current assets 10 53.39 64.89
(j) Non-Current Tax Assets (net) 9C 97.43 61.26
Total Non Current Assets 9,481.67 8,795.03
2. Current assets
(a) Inventories 11 1,558.59 1,577.72
(b) Financial Assets
(i) Investments 12 481.31 855.76
(ii) Trade receivables 13 1,292.90 1,245.50
(iii) Cash and cash equivalents 14A 862.21 898.02
(iv) Bank balances other than (iii) above 14B 32.51 62.19
(v) Loans 15 3.73 2.89
(vi) Others 16 154.86 199.11
(c) Other current assets 17 302.30 327.59
Total Current Assets 4,688.41 5,168.78
TOTAL ASSETS 14,170.08 13,963.81
II. EQUITY AND LIABILITIES
1. EQUITY
(a) Equity Share capital 18 102.22 68.13
(b) Other Equity 19 7,164.70 6,190.18
Total Equity 7,266.92 6,258.31
2. LIABILITIES
Non-current liabilities
(a) Financial liabilities
(i) Borrowings 20 2,604.78 2,380.32
(ii) Other financial liabilities 21 217.55 753.95
(b) Provisions 22 108.25 98.24
(c) Deferred tax liabilities (net) 9E 76.53 294.65
(d) Other non-current liabilities 23 4.27 2.37
Total Non Current liabilities 3,011.38 3,529.53
Current liabilities
(a) Financial liabilities
(i) Borrowings 24 270.94 154.33
(ii) Trade payables
(a) Total outstanding dues of Micro and Small Enterprises 25 53.49 -
(b) Total outstanding dues of creditors other than Micro and Small 25 2,486.39 2,353.10
Enterprises
(iii) Other financial liabilities 26 827.85 1,285.03
(b) Other current liabilities 27 166.87 311.36
(c) Provisions 28 50.85 49.28
(d) Current tax liabilities (net) 9C 35.39 22.87
Total Current Liabilities 3,891.78 4,175.97
TOTAL EQUITY AND LIABILITIES 14,170.08 13,963.81
The accompanying notes 1 to 58 are an integral part of the Consolidated Financial Statements.
As per our report of even date attached For and on behalf of the Board
For B S R & Co. LLP
Chartered Accountants Nisaba Godrej
Firm Regn No. 101248W/W-100022 Executive Chairperson
DIN: 00591503
248
Integrated Report Statutory Report Financial Statements | Consolidated
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2019
` Crore
Note Year ended Year ended
No. March 31, 2019 March 31, 2018
Revenue
I. Revenue from Operations 29 10,314.34 9,941.15
II. Other income 30 108.76 107.55
III. Total Income (I + II) 10,423.10 10,048.70
IV. Expenses
Cost of Materials Consumed 31 4,062.43 3,646.23
Purchases of Stock-in-Trade 337.36 572.13
Changes in Inventories of Finished Goods, Stock-in-Trade and Work-in-Progress 32 154.54 56.00
Excise Duty - 93.72
Employee Benefits Expenses 33 1,090.90 1,057.41
Finance costs 34 224.25 160.74
Depreciation and Amortization Expenses 35 169.98 155.68
Other Expenses 36 2,551.50 2,448.55
Total Expenses 8,590.96 8,190.46
V. Profit before Exceptional Items, Share of Net Profits of equity accounted 1,832.14 1,858.24
investees and Tax (III-IV)
VI. Share of net profits of equity accounted investees (net of income tax) 0.63 1.08
VII. Profit before Exceptional Items and Tax (V+VI) 1,832.77 1,859.32
VIII. Exceptional Items (Net) 37 252.56 179.56
IX. Profit before Tax (VII+VIII) 2,085.33 2,038.88
X. Tax expense:
(1) Current Tax 9A 417.90 402.46
(2) Deferred Tax 9A (674.10) 2.24
Total Tax Expense (256.20) 404.70
XI. Profit for the Year (IX-X) 2,341.53 1,634.18
XII. Other Comprehensive Income
A (i) Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans 5.13 (5.24)
(ii) Income tax related to items that will not be reclassified to profit or loss 9A 0.21 2.63
5.34 (2.61)
B (i) Items that will be reclassified to profit or loss
a) Exchange differences in translating financial statements of foreign 146.75 45.48
operations
b) The effective portion of gains and loss on hedging instruments in a (13.58) (5.92)
cash flow hedge
(ii) Income tax related to items that will be reclassifed to profit or loss 9A - -
133.17 39.56
Other Comprehensive Income (net of income tax) 138.51 36.95
XII. Total Comprehensive Income for the Year 2,480.04 1,671.13
Profit attributable to:
Owners of the Company 2,341.53 1,634.18
Non-controlling interests - -
Other Comprehensive Income attributable to:
Owners of the Company 138.51 36.95
Non-controlling interests - -
Total comprehensive income attributable to:
Owners of the Company 2,480.04 1,671.13
Non-controlling interests - -
XIII. Earnings per equity share (`)
1. Basic 38 22.91 15.99
2. Diluted 22.90 15.99
The accompanying notes 1 to 58 are an integral part of the Consolidated Financial Statements.
As per our report of even date attached For and on behalf of the Board
For B S R & Co. LLP
Chartered Accountants Nisaba Godrej
Firm Regn No. 101248W/W-100022 Executive Chairperson
DIN: 00591503
249
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2019
` Crore
Year ended Year ended
March 31, 2019 March 31, 2018
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit Before Exceptional Items and Tax 1,832.77 1,859.32
Adjustments for :
Depreciation and amortization expenses 169.98 155.68
Bad Debts Written off 6.41 6.00
Provision / (Write-back) for Doubtful Debts / Advances 6.89 12.67
Write back of Old Balances (0.21) (0.78)
Expenses on Employee Stock Grant Scheme (ESGS) 9.12 8.71
(Profit)/ Loss on sale of Property, Plant & Equipment and Intangible assets (net) 0.59 (4.35)
Finance cost 224.25 160.74
Interest Income (86.76) (68.50)
Share of profit of equity accounted investees (0.63) (1.08)
Fair value (Gain) / Loss on financial assets measured at FVTPL (net) (0.01) 8.14
Profit on Sale of Investments (net) (8.03) (18.54)
Adjustment due to hyperinflation 13.23 -
Unrealised foreign exchange (Gain)/ Loss 13.78 29.06
348.61 287.75
Operating Cash Flows Before Working Capital Changes 2,181.38 2,147.07
Adjustments for :
Increase in inventories (20.01) (165.22)
Increase in trade receivables (174.20) (245.47)
(Increase)/Decrease in loans (0.74) 1.13
(Increase)/ Decrease in other financial assets 39.74 (19.04)
Increase in other non-current assets (4.58) (0.72)
(Increase)/Decrease in other current assets 21.62 (184.27)
Increase in trade and other payables 274.22 613.22
Decrease in other financial liabilities (17.66) (30.83)
Increase/ (Decrease) in other liabilities and provisions (117.82) 15.66
0.57 (15.54)
Cash Generated from Operating Activities 2,181.95 2,131.53
Income Taxes paid (net) (435.07) (392.75)
Cash Flow before exceptional items 1,746.88 1,738.78
Exceptional Items:
Restructuring Cost (18.03) (15.43)
Net Cash Flow from Operating Activities (A) 1,728.85 1,723.35
B CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Property, Plant & Equipment and Intangible assets (net) (207.73) (311.49)
Investments in Mutual Funds (net) 106.80 349.15
Investments in Deposits with NBFCs (net) 192.43 (90.14)
Investments in Non Convertible Debentures with NBFCs (net) 86.06 (212.20)
Investments in Commercial Papers 97.04 (97.04)
Sale of investment in equity accounted investees 2.28 -
Payment for Business Acquisitions (425.33) -
Divestment of business unit, net of cash disposed of 278.22 -
Investments in Fixed Deposits having maturities greater than 3 months (net) 29.68 (44.58)
Interest Received 92.10 66.47
Net Cash Flow used in Investing Activities (B) 251.55 (339.83)
250
Integrated Report Statutory Report Financial Statements | Consolidated
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2019
` Crore
Year ended Year ended
March 31, 2019 March 31, 2018
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Allotment of Equity Shares under ESGS 0.01 0.01
Loans and borrowings (net) (344.69) (487.56)
Expenses on issue of bonus shares (0.75) (0.70)
Finance Cost (214.67) (157.82)
Dividend Paid (1,226.52) (613.12)
Dividend Distribution Tax Paid (252.11) (124.82)
Net Cash Flow from/ (used in) Financing Activities (C) (2,038.73) (1,384.01)
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) (58.33) (0.49)
CASH AND CASH EQUIVALENTS:
As at the beginning of the year *(Refer Note 14A) 898.02 895.05
Less: Cash credit (3.42) (0.84)
Effect of exchange difference on translation of cash and cash equivalents on consolidation 20.19 0.88
As at the end of the year* (Refer Note 14A) 862.21 898.02
Less: Cash credit (5.75) (3.42)
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS (58.33) (0.49)
*Cash and Cash equivalents includes cash credits, that are repayable on demand and form an integral part of Group’s cash management.
` Crore
Year ended Year ended
Movement of loans and borrowings:
March 31, 2019 March 31, 2018
Opening Balance 3,504.15 4,000.09
Cash Flows (net) (344.69) (487.56)
Add/(Less): Exchange difference 216.84 (8.38)
Closing Balance 3,376.30 3,504.15
Note:
1 The above statement of cash flow has been prepared under the ‘Indirect Method’ as set out in IND AS 7, ‘Statement of
Cash Flows’.
2 The accompanying notes are an integral part of the Consolidated Financial Statements
As per our report of even date attached For and on behalf of the Board
For B S R & Co. LLP
Chartered Accountants Nisaba Godrej
Firm Regn No. 101248W/W-100022 Executive Chairperson
DIN: 00591503
251
252
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2019
(a) Equity Share Capital
` Crore
Note No.
As at April 1, 2018 68.13
Changes in equity share capital during the year 18 34.09
As at March 31, 2019 102.22
Balance as at March 31, 2019 1,398.04 154.05 13.96 5,569.13 (5.89) 35.41 7,164.70 - 7,164.70
The accompanying notes 1 to 58 are an integral part of the Consolidated Financial Statements.
As per our report of even date attached For and on behalf of the Board
For B S R & Co. LLP
Chartered Accountants Nisaba Godrej
Firm Regn No. 101248W/W-100022 Executive Chairperson
DIN: 00591503
253
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
1) CORPORATE INFORMATION The Consolidated financial the entity, is exposed or has
Godrej Consumer Products statements were authorized for rights to variable return from its
Limited (the Company) was issue by the Company’s Board of involvement with the entity and
incorporated on November 29, Directors on May 3, 2019. has the ability to affect the entity’s
2000, to take over the consumer returns by using its power over
products business of Godrej Current versus non-current relevant activities of the entity.
Soaps Limited (subsequently classification
renamed as Godrej Industries All assets and liabilities have been Entities controlled by the
Limited), pursuant to a Scheme classified as current or non- Company are consolidated from
of Arrangement as approved current as per the Group’s normal the date control commences until
by the High Court, Mumbai. operating cycle and other criteria the date control ceases.
The Company along-with its set out in the Schedule III to the
subsidiaries, associate and Companies Act, 2013. Based on All inter-company transactions,
joint venture is a fast moving the nature of products and the time balances and income and
Consumer Goods company, taken between acquisition of assets expenses are eliminated in full on
manufacturing and marketing for processing and their realization consolidation.
Household and Personal Care in cash and cash equivalents, the
products. The Company is a Group has ascertained its operating Changes in the Company’s
public company limited by shares, cycle as twelve months for the interests in subsidiaries that do
incorporated and domiciled in purpose of classification of assets not result in a loss of control are
India and is listed on the Bombay and liabilities into current and non- accounted as equity transactions.
Stock Exchange (BSE) and the current. The carrying amount of the
National Stock Exchange (NSE). Company’s interest and non-
The Company’s registered office b. Basis of measurement controlling interest are adjusted to
is at 4th Floor, Godrej One, These Consolidated financial reflect the change in their relative
Pirojshanagar, Eastern Express statements have been prepared on interest in the subsidiaries. Any
Highway, Vikhroli (east), Mumbai a historical cost basis, except for difference between the amount at
– 400 079. These Consolidated the following assets and liabilities which the non- controlling interest
financial statements comprise which have been measured at fair are adjusted and the fair value of
the Company and its subsidiaries value or revalued amounts: the consideration paid or received
(referred to collectively as the is recognized directly in equity and
‘Group’) and the Group’s interest • Certain financial assets and attributed to shareholders of the
in an associate and a joint liabilities (including derivative Company.
venture. instruments) measured at
fair value [refer accounting Investments in associate and
2) BASIS OF PREPARATION, policy regarding financial joint venture are accounted using
MEASUREMENT AND instruments - Note 2.5.(f)] equity method. They are initially
SIGNIFICANT ACCOUNTING
recognized at cost which includes
POLICIES
• Defined benefit plans - plan transaction costs. Subsequent to
assets and share based initial recognition, the consolidated
2.1 Basis of preparation and
payments measured at fair financial statements includes
measurement
value [Note 2.5(i)] Group’s share of profit or loss and
OCI of equity accounted investees
a. Basis of preparation
• Assets held for sale - measured until the date on which significant
The Consolidated financial
at lower of carrying value or fair influence or joint control ceases.
statements have been prepared
value less cost to sell
in accordance with Indian
[Note 2.5 (e)] d. Business combination and
Accounting Standards (“Ind
goodwill
AS”) as notified by Ministry of
c. Principles of consolidation The Group accounts for its
Corporate Affairs pursuant to
The Company consolidates all the business combinations under
Section 133 of the Companies
entities which are controlled by it. acquisition method of accounting.
Act, 2013 (‘Act’) read with the
Acquisition related costs are
Companies (Indian Accounting
The Company establishes control recognized in the Consolidated
Standards) Rules, 2015 as
when, it has the power over statement of profit and loss
amended from time to time.
254
Integrated Report Statutory Report Financial Statements | Consolidated
255
of intangible assets and the circumstances and for which hierarchy at the end of the
determining intangible assets sufficient data are available to reporting period during which
having an indefinite useful life; measure fair value, maximizing the change has occurred.
[Note 2.5 (b)] the use of relevant observable Further information about the
inputs and minimizing the use of assumptions made in measuring
iii. Recognition and unobservable inputs. fair value is included in the (Note
measurement of defined 2.5.f).
benefit obligations, key The management regularly reviews
actuarial assumptions; significant unobservable inputs 2.4 Standards issued but not yet
[Note 45] and valuation adjustments. If third effective
party information, such as broker
iv. Recognition of deferred tax quotes or pricing services, is used IND AS 116: Leases
assets, availability of future to measure fair values, then the On March 30, 2019, Ministry of
taxable profit against which management assesses the evidence Corporate Affairs has notified Ind
tax losses carried forward obtained from the third parties to AS 116, Leases. Ind AS 116 will
and MAT credit can be used; support the conclusion that such replace Ind AS 17 Leases and
[Note 2.5 (n)] valuations meet the requirements related Interpretations and will be
of Ind AS, including the level in the effective from April 1, 2019.
v. Recognition and measurement fair value hierarchy in which such
of provisions and contingencies, valuations should be classified. The Standard sets out the
key assumptions about the principles for the recognition,
likelihood and magnitude of an Fair values are categorised into measurement, presentation and
outflow of resources; different levels in a fair value disclosure of leases for both
[Note 2.5 (j)] hierarchy based on the inputs parties to a contract i.e., the
used in the valuation techniques lessee and the lessor. Ind AS 116
vi. Fair valuation of employee as follows. introduces a single, on-balance
share options, Key sheet lessee accounting model
assumptions made with Level 1: quoted prices (unadjusted) and requires a lessee to recognize
respect to expected volatility; in active markets for identical assets and liabilities for all leases
[Note 2.5 (I)] assets or liabilities. with a term of more than 12
months, unless the underlying
vii. Rebates and sales incentives Level 2: inputs other than quoted asset is of short term or low value.
accruals [Note 2.5 (k)] prices included in Level 1 that
are observable for the asset or The standard allows two
viii. Fair value of financial liability, either directly (i.e. as approaches of transition – 1)
instruments [Note 2.3] prices) or indirectly (i.e. derived Full retrospective, 2) Modified
from prices). retrospective.
ix. Impairment of Goodwill [Note
2.5 (b)] Level 3: inputs for the asset In full retrospective approach,
or liability that are not based the effect of applying the
x. Impairment of financial and on observable market data standard is recognized in each
non-financial assets [Note 2.5 (unobservable inputs). prior period retrospectively. In
(d) and (f)] case of modified retrospective
If the inputs used to measure approach, the cumulative
2.3 Measurement of fair values the fair value of an asset or a effect of initially applying the
The Group’s accounting policies liability fall into different levels standard is recognized on the
and disclosures require certain of the fair value hierarchy, then date of transition in the financial
financial and non-financial assets the fair value measurement is statements.
and liabilities to be measured at categorised in its entirely in
fair values. the same level of the fair value Under modified retrospective
hierarchy as the lowest level approach, the lessee records the
The Group has an established input that is significant to the lease liability as the present value
control framework with respect entire measurement. of the remaining lease payments,
to the measurement of fair discounted at the incremental
values. The Group uses valuation The Group recognises transfers borrowing rate and the right of use
techniques that are appropriate in between levels of the fair value asset as if the standard had been
256
Integrated Report Statutory Report Financial Statements | Consolidated
257
of intangible assets acquired annually. The assessment of Residual value, is estimated to be
in a business combination is indefinite life is reviewed annually immaterial by management and
their fair value at the date of to determine whether the indefinite hence has been considered at ` 1.
acquisition. Following initial life continues to be supportable. If
recognition, intangible assets not, the change in useful life from c. Borrowing Cost
are carried at cost less any indefinite to finite is made on a Interest and other borrowing costs
accumulated amortization (where prospective basis. attributable to qualifying assets
applicable) and accumulated are capitalized. Other interest and
impairment losses. Internally Gains or losses arising from borrowing costs are charged
generated intangibles, excluding derecognition of an intangible to revenue.
eligible development costs are asset are measured as the
not capitalized and the related difference between the net d. Impairment of Non-Financial
expenditure is reflected in profit disposal proceeds and the Assets
and loss in the period in which the carrying amount of the asset and Goodwill and intangible assets
expenditure is incurred. are recognized in the statement that have an indefinite useful life
of profit or loss when the asset is are not subject to amortization and
The useful lives of intangible derecognized. are tested annually for impairment,
assets are assessed as either finite or more frequently if events or
or indefinite. Amortisation of other intangible changes in circumstances indicate
assets that they might be impaired.
Goodwill Amortisation is calculated to write Other non-financial (except for
Goodwill on acquisition of off the cost of intangible assets inventories and deferred tax
subsidiaries is included in less their estimated residual values assets) assets are assessed at
intangible assets. Goodwill is using the straight-line method over the end of each reporting date to
not amortised but it is tested their estimated useful lives, and is determine whether there is any
for impairment annually or more generally recognised in profit indication of impairment.
frequently if events or changes in or loss.
circumstances indicate that the An impairment loss is recognised
asset may be impaired, and is The estimated useful lives for whenever the carrying value of an
carried at cost less accumulated current and comparative periods asset or a cash-generating unit
impairment losses. Gains and are as follows: exceeds its recoverable amount.
losses on the disposal of an entity Recoverable amount of an asset or
include the carrying amount of Software licences 6 years a cash-generating unit is the
goodwill relating to the entity sold. Trademarks 10 years higher of its fair value less costs
of disposal and its value in use.
Technical knowhow 10 years
Other intangible assets An impairment loss, if any, is
Intangible assets with definite recognised in the Consolidated
lives are amortised over the useful Trademarks acquired are Statement of Profit and Loss in
economic life and assessed for amortised equally over the best the period in which the impairment
impairment whenever there is an estimate of their useful life not takes place. The impairment loss
indication that the intangible asset exceeding a period of 10 years, is allocated first to reduce the
may be impaired. The amortization except in the case of Soft & carrying amount of any goodwill
method and period are reviewed Gentle, Non-Valon brands like (if any) allocated to the cash
at the end of each reporting Pride, Climax, Odonil, Supalite, generating unit and then to the
period. Changes in the expected Twilite, Lavik, Peurex, Corawwi other assets of the unit, pro-rata
useful life or expected pattern of and Simba brands where the based on the carrying amount of
consumption of future economic brands are amortised equally over each asset in the unit.
benefits embodied in the assets a period of 20 years.
are considered to modify An impairment loss in respect
amortization period or method, Brands like Goodknight, Hit, SON, of goodwill is not subsequently
as appropriate, and are treated as Pamela Grant and Millefiori are reversed. In respect of other
changes in accounting estimates. assessed as intangibles having assets for which impairment loss
indefinite useful life and are not has been recognised in prior
Intangible assets with indefinite amortised in the Consolidated periods, the Group reviews at
useful lives are not amortised, financial statements, but are each reporting date whether there
but are tested for impairment tested for impairment annually. is any indication that the loss has
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Integrated Report Statutory Report Financial Statements | Consolidated
decreased or no longer exists. initially at fair value plus, in the After initial measurement, such
An impairment loss is reversed case of financial assets not financial assets are subsequently
if there has been a change in recorded at fair value through measured at amortised cost
the estimates used to determine profit or loss, transaction using the effective interest rate
the recoverable amount. Such a costs that are attributable to (EIR) method. Amortised cost is
reversal is made only to the extent the acquisition of the financial calculated by taking into account
that the asset’s carrying amount asset. Purchases or sales of any discount or premium on
does not exceed the carrying financial assets that require acquisition and fees or costs that
amount that would have been delivery of assets within a time are an integral part of the EIR. The
determined, net of depreciation or frame established by regulation EIR amortization is included in
amortization, if no impairment loss or convention in the market finance income in the profit or loss.
had been recognised. place (regular way trades) are The losses arising from impairment
recognised on the trade date, i.e., are recognised in the profit or loss.
e. Assets held for sale the date that the Group commits This category generally applies to
Non-current assets or disposal to purchase or sell the asset. trade and other receivables.
comprising of assets and liabilities
are classified as ‘held for sale’ Subsequent measurement Financial assets at fair value
when all of the following criteria’s For the purpose of subsequent through other comprehensive
are met (i) decision has been made measurement, financial assets are income (FVTOCI)
to sell (ii) the assets are available classified in four categories: A debt instrument is measured
for immediate sale in its present at FVOCI if it means both of the
condition (iii) the assets are being • Financial assets at amortised following conditions and is not
actively marketed and (iv) sale has cost, designated as at FVTPL
been agreed or is expected to be
conducted within 12 months of the • Financial assets at fair value - the asset is held within a
Balance Sheet date. through other comprehensive business model whose
income (FVTOCI) objective is achieved by both
Subsequently, such non-current collecting contractual cash
assets and disposal groups • Financial assets at fair value flows and selling financial
classified as held for sale through profit (FVTPL) assets; and
are measured at lower of its
carrying value and fair value less • Equity instruments measured - the contractual terms of the
costs to sell. Losses on initial at fair value through other financial asset give rise on
classification as held for sale and comprehensive income specified dates to cash flows
subsequent gains and losses on (FVTOCI) that are solely payments of
re-measurement are recognised in principal and interest on the
profit and loss. Non-current assets on the basis of its business model principal amount outstanding.
held for sale are not depreciated or for managing the financial assets
amortised. and the contractual cash flow On initial recognition of an equity
characteristics of the financial asset. investment that is not held for
f. Financial Instruments trading, the Group may irrevocably
A financial instrument is any Financial assets at amortised cost elect to present subsequent
contract that gives rise to a • A financial asset is measured changes in the investment’s fair
financial asset of one entity at the amortised cost if both value in OCI (designated as FVOCI
and a financial liability or equity the following conditions are – equity investment). This election
instrument of another entity. met. The asset is held within is made on an investment-by-
Financial instruments also include a business model whose investment basis.
derivative contracts such as objective is to hold assets
foreign currency foreign exchange for collecting contractual Financial assets at fair value
forward contracts, interest rate cash flows, and Contractual through profit and loss (FVTPL)
swaps and futures. terms of the asset give rise on A financial asset, which does not
specified dates to cash flows meet the criteria for categorization
Financial assets that are solely payments of as at amortised cost or as FVOCI,
Initial recognition and principal and interest (SPPI) is classified as at FVTPL. This
measurement on the principal amount includes all derivative financial
All financial assets are recognised outstanding. assets.
259
In addition, the Group may, at • The contractual rights to Impairment of financial assets
initial recognition, irrevocably receive cash flows from the The Group assesses on a forward
designate a financial asset, which financial asset have expired, or looking basis the Expected Credit
otherwise meets amortised Losses (ECL) associated with
cost or FVOCI criteria, as at • The Group has transferred its financial assets that are debt
FVTPL. However, such election is its rights to receive cash instruments and are carried at
allowed only if doing so reduces flows from the asset or has amortised cost. The impairment
or eliminates a measurement or assumed an obligation to methodology applied depends
recognition inconsistency (referred pay the received cash flows on whether there has been a
to as ‘accounting mismatch’). in full without material delay significant increase in credit risk.
to a third party under a
Financial assets included within ‘pass-through’ arrangement; For trade receivables, the Group
the FVTPL category are measured and either (a) the Group has applies a simplified approach.
at fair value with all changes transferred substantially all It recognises impairment loss
recognized in the profit and loss. the risks and rewards of allowance based on lifetime
the asset, or (b) the Group ECLs at each reporting date,
All equity investments within the has neither transferred nor right from its initial recognition.
scope of Ind-AS 109 are measured retained substantially all Trade receivables are tested for
at fair value. Equity instruments the risks and rewards of the impairment on a specific basis
which are held for trading are asset, but has transferred after considering the sanctioned
classified as at FVTPL. For all control of the asset. When credit limits, security deposit
other equity instruments, the the Group has transferred collected etc. and expectations
Group decides to classify the its rights to receive cash about future cash flows.
same either as at FVOCI or FVTPL. flows from an asset or has
The Group makes such election on entered into a pass-through Financial liabilities
an instrument-by-instrument basis. arrangement, it evaluates Initial recognition and
The classification is made on initial if and to what extent it measurement
recognition and is irrevocable. has retained the risks and
rewards of ownership. When Financial liabilities are classified,
If the Group decides to classify it has neither transferred at initial recognition, as financial
an equity instrument as at FVOCI, nor retained substantially liabilities at fair value through
then all fair value changes on the all of the risks and rewards profit or loss or at amortised cost.
instrument, excluding dividends, of the asset, nor transferred A financial liability is classified
are recognized in the other control of the asset, the at FVTPL if it is classified as
comprehensive income. There is Group continues to recognise held for trading or as derivatives
no recycling of the amounts from the transferred asset to designated as hedging
other comprehensive income to the extent of the Group’s instruments in an effective hedge,
profit and loss, even on sale of continuing involvement. In as appropriate. Such liabilities,
investment. However, the Group that case, the Group also including derivatives that are
may transfer the cumulative gain recognises an associated liabilities, shall be subsequently
or loss within equity. liability. The transferred asset measured at fair value and net
and the associated liability gains and losses including any
Equity instruments included within are measured on a basis interest expenses are recognised
the FVTPL category are measured that reflects the rights and in profit or loss.
at fair value with all changes obligations that the Group
recognized in the profit and loss. has retained. In the case of loans and
borrowings and payables, these
Derecognition Continuing involvement that are measured at amortised cost
takes the form of a guarantee and recorded, net of directly
A financial asset (or, where over the transferred asset is attributable and incremental
applicable, a part of a financial measured at the lower of the transaction cost. Gains and losses
asset or a part of a group of original carrying amount of are recognised in Consolidated
similar financial assets) is primarily the asset and the maximum statement of profit and loss when
derecognised (i.e. removed from amount of consideration that the liabilities are derecognized
the Group’s balance sheet) when: the Group could be required as well as through the EIR
to repay. amortization process.
260
Integrated Report Statutory Report Financial Statements | Consolidated
261
periods as the hedged expected i. Cash and Cash Equivalents and whose existence will be
future cash flows affect profit or Cash and cash equivalents in the confirmed only by the occurrence
loss. If the hedged future cash balance sheet includes cash at or non-occurrence of one or
flows are no longer expected to bank and on hand, deposits held more uncertain future events not
occur, then the amounts that have at call with financial institutions, wholly within the control of the
been accumulated in other equity other short term highly liquid entity. Contingent Assets are not
are immediately reclassified to investments, with original recognised till the realization of
profit or loss. maturities less than three months the income is virtually certain.
which are readily convertible into However, the same are disclosed
h. Inventories cash and which are subject to in the financial statements where
Inventories are valued at lower of insignificant risk of changes in an inflow of economic benefits is
cost and net realizable value. Net value. probable.
realizable value is the estimated
selling price in the ordinary course For the purpose of the k. Revenue Recognition
of business, less estimated costs consolidated statement of cash Effective April 1, 2018, the Group
of completion and the estimated flows, cash and cash equivalents adopted Ind AS 115 “Revenue
costs necessary to make the as defined above is net of from Contracts with Customers”.
sale. Costs are computed on the outstanding bank overdrafts as The effect on adoption of IND AS
weighted average basis and are they are considered an integral 115 is insignificant.
net of recoverable tax credits. part of the Group’s cash
management. Revenue is recognized upon transfer
Raw materials, Packing materials of control of promised goods to
and Stores: Costs includes cost of j. Provisions, Contingent Liabilities customers for an amount that
purchase and other costs incurred and Contingent Assets reflects the consideration expected
in bringing each product to its A provision is recognised when the to be received in exchange for those
present location and condition. enterprise has a present obligation goods. Revenue excludes taxes or
(legal or constructive) as a result duties collected on behalf of the
Finished goods and work- of a past event and it is probable government
in-progress: In the case of that an outflow of resources
manufactured inventories and embodying economic benefits will Sale of goods
work-in-progress, cost includes all be required to settle the obligation, Revenue from sale of goods
costs of purchases, an appropriate in respect of which a reliable is recognized when control of
share of production overheads estimate can be made. These are goods are transferred to the buyer
based on normal operating reviewed at each balance sheet which is generally on delivery for
capacity and other costs incurred date and adjusted to reflect the domestic sales and on dispatch/
in bringing each product to its current management estimates. delivery for export sales
present location and condition.
If the effect of the time value of The Group recognizes revenues
Finished goods valuation also money is material, provisions on the sale of products, net
includes excise duty (to the extent are determined by discounting of returns, discounts (sales
applicable). Provision is made for the expected future cash flows incentives/rebates), amounts
cost of obsolescence and other specific to the liability. The collected on behalf of third parties
anticipated losses, whenever unwinding of the discount is (such as GST) and payments or
considered necessary. recognised as finance cost. other consideration given to the
customer that has impacted the
If payment for inventory is deferred Contingent Liabilities are disclosed pricing of the transaction.
beyond normal credit terms then in respect of possible obligations
cost is determined by discounting that arise from past events but Accumulated experience is used
the future cash flows at an interest their existence is confirmed by to estimate and accrue for the
rate determined with reference the occurrence or non-occurrence discounts (using the most likely
to market rates. The difference of one or more uncertain future method) and returns considering
between the total cost and the events not wholly within the the terms of the underlying
deemed cost is recognised as control of the Group. schemes and agreements with
interest expense over the period the customers. No element of
of financing under the effective A contingent asset is a possible financing is deemed present as
interest method. asset that arises from past events the sales are made with normal
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Integrated Report Statutory Report Financial Statements | Consolidated
credit days consistent with market for the amount expected to be Consolidated Statement of Profit
practice. A liability is recognised paid if the Group has a present and Loss as they fall due.
where payments are received from legal or constructive obligation
customers before transferring to pay this amount as a result Defined Benefit Plans
control of the goods being sold. of past service provided by the
employee and the obligation can Gratuity Fund
Royalty & Technical Fees be estimated reliably. The Company has an obligation
Royalty is recognized on accrual towards gratuity, a defined benefit
basis in accordance with the ii. Share-based payments retirement plan covering eligible
substance of the relevant The cost of equity settled employees. Gratuity is payable to
agreement. transactions is determined by the all eligible employees on death or
fair value at the grant date. The on separation/termination in terms
Interest income fair value of the employee share of the provisions of the payment
For all debt instruments measured options is based on the Black of the Gratuity (Amendment) Act,
at amortised cost, interest income Scholes model. 1997 or as per the Company’s
is recorded using the effective scheme whichever is more
interest rate (EIR). EIR is the The grant-date fair value of beneficial to the employees.
rate which exactly discounts the equity-settled share-based
estimated future cash receipts payment granted to employees is Provident Fund
over the expected life of the recognised as an expense, with a Provident Fund Contributions
financial instrument to the gross corresponding increase in equity, which are made to a Trust
carrying amount of the financial over the vesting period of the administered by the Company
asset. When calculating the EIR awards. The amount recognised are considered as Defined Benefit
the Group estimates the expected as an expense is adjusted to Plans. The interest rate payable
cash flows by considering all reflect the number of awards to the members of the Trust shall
the contractual terms of the for which the related service not be lower than the statutory
financial instrument (for example, and non-market performance rate of interest declared by the
prepayments, extensions, conditions are expected to Central Government under the
call and similar options). The be met, such that the amount Employees Provident Funds
expected credit losses are ultimately recognised is based on and Miscellaneous Provisions
considered if the credit risk on the number of awards that meet Act, 1952 or as applicable in the
that financial instrument has the related service and non- respective geography and shortfall,
increased significantly since initial market performance conditions at if any, shall be made good by the
recognition. the vesting date. For share-based Company. The Company’s liability
payment awards with non-vesting towards interest shortfall, if any, is
Dividend income conditions, the grant-date fair actuarially determined at the year
Dividends are recognised in profit value of the share-based payment end.
or loss on the date on which the is measured to reflect such
Group’s right to receive payment is conditions and there is no true-up The Group’s net obligation in
established. for differences between expected respect of defined benefit plans
and actual outcomes. is calculated separately for each
l. Employee Benefit plan by estimating the amount of
The dilutive effect of outstanding future benefit that employees have
i. Short-term Employee benefits options is reflected as additional earned in the current and prior
Liabilities for wages and salaries share dilution in the computation periods, discounting that amount
including non-monetary benefits of diluted earnings per share. and deducting the fair value of any
that are expected to be settled plan assets.
wholly within twelve months after iii. Post-Employment Benefits
the end of the period in which The calculation of defined benefit
the employees render the related Defined Contribution Plans obligations is performed by
service are classified as short Payments made to a defined a qualified actuary using the
term employee benefits and are contribution plan such as projected unit credit method.
recognized as an expense in the Provident Fund maintained with When the calculation results in
Consolidated Statement of Profit Regional Provident Fund Office a potential asset for the Group,
and Loss as the related service is and Superannuation Fund are the recognised asset is limited
provided. A liability is recognised charged as an expense in the to the present value of economic
263
benefits available in the form of the period in which the employees the accounting policy applicable to
any future refunds from the plan or render the related service. They that asset.
reductions in future contributions are therefore measured as the
to the plan. To calculate the present value of expected future Leases of assets under which
present value of economic payments to be made in respect significant portion of the risks
benefits, consideration is given to of services provided by employees and rewards of ownership
any applicable minimum funding upto the end of the reporting are retained by the lessor are
requirements. period using the projected unit classified as operating leases.
credit method based on actuarial Lease payments under operating
Re-measurement of the net valuation. leases are recognised as an
defined benefit liability, which expense on a straight-line basis
comprise actuarial gains and Actuarial gains and losses in over the lease term unless the
losses, the return on plan assets respect of such benefits are payments are structured to
(excluding interest) and the charged to the Consolidated increase in line with expected
effect of the asset ceiling (if any, Statement Profit or Loss account general inflation to compensate for
excluding interest), are recognised in the period in which they arise. the lessor’s expected inflationary
immediately in the balance sheet cost increases. Lease incentives
with a corresponding debit or m. Leases received are recognised as an
credit to retained earnings through integral part of the total lease
other comprehensive income in Lease payments expense, over the term of the lease.
the period in which they occur. Re- The determination of whether an
measurements are not reclassified arrangement is (or contains) a lease As lessor
to profit or loss in subsequent is based on the substance of the Leases in which the Group does
periods. arrangement at the inception of not transfer substantially all the
the lease. The arrangement is, or risks and rewards of ownership
Net interest expense (income) on contains a lease if fulfillment of the of an asset are classified as
the net defined liability (assets) arrangement is dependent on the operating leases. Rental income
is computed by applying the use of a specific asset or assets from operating lease is recognized
discount rate, used to measure and the arrangement conveys a on a straight line basis over the
the net defined liability (asset), right to use the asset or assets, term of the relevant lease unless
to the net defined liability (asset) even if that right is not explicitly such payments are structured
at the start of the financial year specified in the arrangement. to increase in line with expected
after taking into account any general inflation to compensate for
changes as a result of contribution As a lessee the lessor’s expected inflationary
and benefit payments during the Leases of assets where the cost increase.
year. Net interest expense and Group has substantially all the
other expenses related to defined risks and rewards of ownership n. Income Tax
benefit plans are recognised in are classified as finance leases. Income tax expense / income
profit or loss. Minimum lease payments comprises current tax expense
made under finance leases are income and deferred tax expense
When the benefits of a plan apportioned between the finance / income. It is recognised in
are changed or when a plan is charge and the reduction of the profit or loss except to the
curtailed, the resulting change in outstanding liability. The finance extent that it relates to items
benefit that relates to past service charge is allocated to each period recognised directly in equity or
or the gain or loss on curtailment during the lease term so as to in other comprehensive income.
is recognised immediately in profit produce a constant periodic In which case, the tax is also
or loss. The Group recognises rate of interest on the remaining recognized directly in equity or
gains and losses on the settlement balance of the liability. other comprehensive income,
of a defined benefit plan when the respectively.
settlement occurs. The leased assets are measured
initially at an amount equal to the Current Tax
iv. Other Long Term Employee lower of their fair value and the Current tax comprises the
Benefits present value of the minimum expected tax payable or
The liabilities for earned leaves are lease payments. Subsequent to recoverable on the taxable profit
not expected to be settled wholly initial recognition, the assets are or loss for the year and any
within 12 months after the end of accounted for in accordance with adjustment to the tax payable or
264
Integrated Report Statutory Report Financial Statements | Consolidated
recoverable in respect of previous applied to temporary differences is a convincing evidence that the
years. It is measured using tax when they reverse, using tax Group will pay normal tax during
rates enacted or substantively rates enacted or substantively the specified period.
enacted by the end of the enacted by the end of the
reporting period. Management reporting period. o. Foreign Currency Transactions
periodically evaluates positions and Translation
taken in tax returns with respect The measurement of deferred
to situations in which applicable tax assets and liabilities reflects i. Functional and Presentation
tax regulation is subject to the tax consequences that currency
interpretations and establishes would follow from the manner in The Consolidated financial
provisions where appropriate. which the Group expects, at the statements are prepared in Indian
reporting date, to recover or settle Rupees (INR “`”) which is also
• Current tax assets and the carrying amount of its assets the Parent Company’s functional
liabilities are offset only and liabilities. currency.
if, the Group has a legally
enforceable right to set off the Deferred tax liabilities are not ii. Transactions and balances
recognised amounts; and recognised for temporary Foreign currency transactions are
differences between the recorded on initial recognition in
• Intends either to settle on a carrying amount and tax base the functional currency using the
net basis, or to realise the of investments in subsidiaries, exchange rate at the date of the
asset and settle the liability branches, associates and interest transaction.
simultaneously. in joint arrangements where the
Group is able to control the timing Monetary assets and liabilities
Deferred Tax of the reversal of the temporary denominated in foreign currencies
Deferred Income tax is recognized differences and it is probable that are translated into the functional
in respect of temporary difference the differences will not reverse in currency at the exchange rate at
between the carrying amount of the foreseeable future. the reporting date. Non-monetary
assets and liabilities for financial items that are measured based
reporting purpose and the amount Deferred tax assets and liabilities on historical cost in a foreign
considered for taxation purpose. are offset only if: currency are translated using the
exchange rate at the date of the
Deferred tax assets are recognised i. the entity has a legally initial transaction. Non-monetary
for unused tax losses, unused tax enforceable right to set off items that are measured at fair
credits and deductible temporary current tax assets against value in a foreign currency are
differences to the extent that it is current tax liabilities; and translated using the exchange
probable that future taxable profits rate at the date the fair value is
will be available against which ii. the deferred tax assets and determined.
they can be utilized. Deferred the deferred tax liabilities
tax assets are reviewed at each relate to income taxes levied Exchange differences arising on
reporting date and are reduced by the same taxation authority the settlement or translation of
to the extent that it is no longer on the same taxable entity. monetary items are recognized in
probable that sufficient taxable profit or loss in the year in which
profit will be available to allow Deferred tax asset / liabilities in they arise except for the qualifying
the benefit of part or all of that respect of temporary differences cash flow hedge, which are
deferred tax asset to be utilized. which originate and reverse during recognized in other comprehensive
the tax holiday period are not income to the extent that the
Unrecognized deferred tax assets recognised. Deferred tax assets / hedges are effective. Tax charges
are reassessed at each reporting liabilities in respect of temporary and credits attributable to exchange
date and recognised to the extent differences that originate during differences on these monetary
that it has become probable the tax holiday period but reverse items are also recorded in other
that future taxable profits will be after the tax holiday period are comprehensive income, qualifying
available against which they can recognised. cash flow hedge to the extent that
be recovered. the hedges are effective.
Minimum Alternate Tax (MAT)
Deferred tax is measured at the credit is recognized as an asset In respect of non-monetary items,
tax rates that are expected to be only when and to the extent there where a gain or loss is recognized
265
in other comprehensive income grants will be received and the average number of equity shares
as required by other Ind AS, the Group will comply with all the outstanding during the period is
exchange component of that gain attached conditions. adjusted to take into account:
or loss is also recognized in other
comprehensive income. When the grant relates to an • The after income tax effect of
expense item, it is recognised as interest and other financing
Group Companies income on a systematic basis over costs associated with dilutive
On consolidation, the assets and the periods necessary to match potential equity shares, and
liabilities of foreign operations them with the costs that they are
are translated into INR at the intended to compensate. • Weighted average number of
rate of exchange prevailing at additional equity shares that
the reporting date and their Government grants relating would have been outstanding
statements of profit and loss to purchase of property, plant assuming the conversion of
are translated at average rate and equipment are included in all dilutive potential equity
during the year. The exchange non-current liabilities as deferred shares.
differences arising on translation income and are credited to the
for consolidation are recognized in profit and loss on a straight line s. Segment Reporting
other comprehensive income. basis over the expected lives of Operating segments are reported
the related assets. in a manner consistent with the
When a foreign operation is internal reporting provided to the
disposed of in its entirety or q. Dividend chief operating decision maker
partially such that control, The Group recognises a liability (CODM) as defined in Ind AS-
significant influence or joint for any dividend declared but 108 ‘Operating Segments’ for
control is lost, the cumulative not distributed at the end of allocating resources and assessing
amount of exchange differences the reporting period, when the performance. The Group has
related to that foreign operations distribution is authorised and identified geographical segments
recognized in OCI is reclassified to the distribution is no longer at as its reporting segments based
Consolidated Statement of Profit the discretion of the Group on or on the CODM approach. Refer
and Loss as part of the gain or before the end of the reporting Note 54 in the Consolidated
loss on disposal. period. A corresponding amount is financial statements for additional
recognized directly in equity. disclosures on segment reporting.
Any goodwill arising on the
acquisition of a foreign operation r. Earnings Per Share t. Exceptional Items
and any fair value adjustments to Basic Earnings per share is In certain cases when, the size,
the carrying amount of assets and calculated by dividing the profit type or incidence of an item of
liabilities arising on the acquisition or loss for the period attributable income or expenses, pertaining
are treated as assets and liabilities to the equity shareholders by to the ordinary activities of the
of the foreign operation and the weighted average number of Group is such that its disclosure
translated at the closing rate of equity shares outstanding during improves the understanding of the
exchange at the reporting date the period. performance of the Group, such
income or expense is classified
p. Government grants For the purpose of calculating as an exceptional item and
Government grants, including diluted earnings per share, accordingly, disclosed in the notes
non-monetary grants at fair value the profit or loss for the period accompanying the Consolidated
are recognised when there is attributable to the equity financial statements.
reasonable assurance that the shareholders and the weighted
266
NOTE 3 : PROPERTY, PLANT AND EQUIPMENT ` Crore
Assets given on
Owned Assets
lease
Particulars Furniture
Freehold Leasehold Leasehold Plant and Office
Integrated Report
Accumulated Depreciation
Opening Accumulated Depreciation - 4.11 27.59 17.83 145.70 7.70 15.33 5.64 23.84 5.68 1.79 255.21
Hyperinflation restatement as on - - 1.10 - 4.77 0.88 0.05 0.83 1.25 - - 8.88
1st April 2018 #
Depreciation charge during the year - 1.78 16.16 6.19 72.90 4.69 9.13 3.61 11.63 1.50 0.27 127.86
Additional depreciation due to hyperinflation # - - 0.47 - 0.92 0.11 0.03 0.23 0.43 - - 2.19
Disposals - - 1.19 (1.00) (0.45) (1.00) (5.42) (0.49) (4.05) (1.35) (0.12) (12.69)
Hyperinflationary adjustment # - - 0.95 - 3.76 0.66 0.08 0.73 1.53 - - 7.71
Other Adjustments - 0.17 (0.64) (1.53) (1.08) (1.65) (0.21) (0.48) (0.33) - 0.05 (5.70)
(consist of exchange difference on
translation of foreign operations)
Closing Accumulated Depreciation - 6.06 46.82 21.49 226.52 11.39 18.99 10.07 34.30 5.83 1.99 383.46
Net Carrying Amount 60.08 80.77 444.47 23.59 407.62 24.10 26.80 19.70 20.73 84.43 - 1,192.29
Year ended March 31, 2018
Gross Carrying amount
Opening gross carrying amount 36.42 72.08 301.82 38.20 434.59 24.78 44.85 17.27 38.28 90.26 2.19 1,100.74
Additions 2.71 6.72 93.11 13.91 103.43 9.27 14.11 8.70 11.11 - - 263.07
Reclassified as Investment Property - - (1.01) - - - - (0.02) - - - (1.03)
Disposals (2.25) - (2.20) - (22.01) (2.96) (11.12) (1.37) (1.63) - (0.07) (43.61)
Other Adjustments 0.87 1.22 2.55 0.36 1.25 1.08 (3.21) (0.62) (1.03) - (0.07) 2.40
Financial Statements | Consolidated
267
268
NOTE 3 : PROPERTY, PLANT AND EQUIPMENT ` Crore
Assets given on
Owned Assets
lease
Particulars Furniture
Freehold Leasehold Leasehold Plant and Office
Buildings and Vehicles Computers Building Vehicles Total
Land Land Improvements Equipment Equipment
Fixtures
Accumulated Depreciation
Opening Accumulated Depreciation - 2.06 18.36 7.47 89.77 4.80 12.53 4.02 14.47 2.82 1.86 158.16
Depreciation charge during the year - 1.97 10.78 9.65 58.69 3.42 8.70 3.09 11.12 2.86 0.31 110.59
Reclassified as Investment Property - - (0.47) - - - - (0.01) - - - (0.48)
Disposals - - (0.89) - (3.17) (1.25) (3.62) (1.06) (1.55) - 0.27 (11.27)
Other Adjustments (consist of exchange - 0.08 (0.19) 0.71 0.41 0.73 (2.28) (0.40) (0.20) - (0.65) (1.79)
difference on translation of foreign
operations)
Closing Accumulated Depreciation - 4.11 27.59 17.83 145.70 7.70 15.33 5.64 23.84 5.68 1.79 255.21
Net Carrying Amount 37.75 75.91 366.68 34.64 371.56 24.47 29.30 18.32 22.89 84.58 0.26 1,066.36
Refer Note 55 for property, plant and equipment pledged as security against borrowings.
# Ind AS 29 “Financial Reporting in Hyperinflationary Economies’’ has been applied to the Group’s entities with a functional currency of Argentina Peso for the year ended
31 March 2019. Ind AS 21 “The Effects of Changes in Foreign Exchange Rates” has been applied to translate the financial statements of such entities for consolidation. Ind
AS 21 does not require prior year comparatives to be restated due to hyperinflation, consequently, the comparative numbers for such entities are the same as reported in
the consolidated financial results of previous periods. Refer Note 2.I (e) for impact of these standards.
Integrated Report Statutory Report Financial Statements | Consolidated
NOTE :
* Includes trademarks / brands amounting to ` 2,196.22 crore (Mar-31-2018 : ` 2,130.64 crore) that have an indefinite life and
are tested for impairment at every year end. Based on analysis of all relevant factors (brand establishment, stability, types of
obsolescence etc.), there is no foreseeable limit to the period over which the assets are expected to generate net cash inflows
for the Company.
# Ind AS 29 “Financial Reporting in Hyperinflationary Economies’’ has been applied to the Group’s entities with a functional
currency of Argentina Peso for the year ended 31 March 2019. Ind AS 21 “The Effects of Changes in Foreign Exchange Rates”
has been applied to translate the financial statements of such entities for consolidation. Ind AS 21 does not require prior year
comparatives to be restated due to hyperinflation, consequently, the comparative numbers for such entities are the same as
reported in the consolidated financial results of previous periods. Refer Note 2.I (e) for impact of these standards.
269
NOTE 5 : INVESTMENTS IN ASSOCIATES ` Crore
Numbers Amounts
Face Value As at As at As at As at
March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018
Unquoted, fully paid up:
Carried at cost
(a) Investments in Equity Instruments of
Associate Company
Bhabhani Blunt Hairdressing Pvt. Ltd. ` 10 4,967 5,546 22.67 24.32
(b) Investments in Compulsorily Convertible
Debentures of Associate Company
Bhabhani Blunt Hairdressing Pvt. Ltd. ` 10 3,060 3,060 12.00 12.00
TOTAL 34.67 36.32
Note:
The Group’s interest in associate is accounted for using the equity method in the Consolidated Financial Statements.
270
Integrated Report Statutory Report Financial Statements | Consolidated
ii Current Tax and Deferred Tax related to items recognised in Other Comprehensive ` Crore
Income during the year :
Year ended Year ended
March 31, 2019 March 31, 2018
On remeasurements of defined benefit plans (0.21) (2.63)
TOTAL (0.21) (2.63)
The Company benefits from the tax holiday available to units set up under section 80-IC and 80-IE of Income Tax Act, 1961. These tax
holidays are available for a period of ten years from the date of commencement of operations.
271
E Deferred Tax Liabilities (Net of Assets): ` Crore
As at As at
March 31, 2019 March 31, 2018
Deferred Tax Liability on account of :
Property, Plant and Equipment (10.94) (48.97)
Intangible assets (91.08) (313.32)
Others (2.29) (1.49)
Deferred Tax Asset on account of :
Defined benefit obligations 0.19 21.85
Provisions 6.71 35.20
Others 20.88 12.08
Total Deferred Tax (Liabilities) (76.53) (294.65)
Note
uring the year, there has been sale of certain brands within the Group’s entities that shall derive benefits of future tax deductions
D
for the Group. Consequently, a deferred tax asset amounting to ` 93.95 crore has been recognised in the Consolidated Financial
Statements.
272
Integrated Report Statutory Report Financial Statements | Consolidated
273
NOTE 14 A : CASH AND CASH EQUIVALENTS ` Crore
As at As at
March 31, 2019 March 31, 2018
Balances with Banks
- In Current Accounts 703.59 304.75
- Deposits with less than 3 months original maturity 153.92 579.55
857.51 884.30
Cheques, Drafts on Hand - 9.96
Cash on hand 4.70 3.76
TOTAL 862.21 898.02
274
Integrated Report Statutory Report Financial Statements | Consolidated
275
NOTE 19 : OTHER EQUITY ` Crore
As at As at
March 31, 2019 March 31, 2018
Securities Premium 1,398.04 1,424.52
General Reserve 154.05 154.05
Other Reserves
Capital Investment Subsidy Reserve 0.15 0.15
Capital Redemption Reserve 1.46 1.46
Employee Stock Options Outstanding 12.35 11.57
13.96 13.18
Retained Earnings 5,569.13 4,702.08
Other Comprehensive Income (effective portion of cash flow hedges & exchange differences in 29.52 (103.65)
translating financial statements of foreign operations)
Equity attributable to the owners of the parent 7,164.70 6,190.18
TOTAL 7,164.70 6,190.18
276
Integrated Report Statutory Report Financial Statements | Consolidated
277
NOTE 25 : TRADE PAYABLES ` Crore
As at As at
March 31, 2019 March 31, 2018
Dues to Micro, Small and Medium Enterprises 53.49 -
Other Payables* 2,486.39 2,353.10
TOTAL 2,539.88 2,353.10
278
Integrated Report Statutory Report Financial Statements | Consolidated
Movements in each class of other provisions during the financial year are set out below: ` Crore
Provision
Sales Returns towards
Litigation
As at April 1, 2018 20.42 17.78
Additional provisions recognised 1.86 1.51
Amount Utilised /Unused amounts reversed (0.44) -
Foreign currency translation difference (0.15) (2.92)
As at March 31, 2019 21.69 16.37
Sales Returns:
When a customer has a right to return the product within a given period, the Group recognises a provision for sales return. This is measured
basis average past trend of sales return as a percentage of sales. Revenue is adjusted for the expected value of the returns and cost of sales
are adjusted for the value of the corresponding goods to be returned.
Legal Claims:
The provisions for indirect taxes and legal matters comprises of numerous separate cases that arise in the ordinary course of business.
A provision is recognised for legal cases, if the Group assesses that it is possible/probable that an outflow of economic resources will be
required. These provisions have not been discounted as it is not practicable for the Group to estimate the timing of the provision utilisation
and cash outflows, if any, pending resolution.
Notes :
a) Sales for the year ended March 31, 2019 is net of Goods and Service tax (GST). However, for the previous year ended March 31, 2018,
sales till period ended June 30, 2017 is gross of excise duty.
b) Revenue Information ` Crore
Year ended
March 31, 2019
Revenue by product categories
Home care 4,166.62
Hair care 3,268.08
Personal care 2,786.37
TOTAL 10,221.07
c) Reconciliation of the amount of revenue recognised in the statement of profit and loss ` Crore
with the contracted price
Year ended
March 31, 2019
Revenue as per contracted price 11,430.78
Sales returns (24.46)
Rebates / Discounts (1,185.25)
Revenue from contract with customers 10,221.07
Note: Contract assets represents right to receive the inventory and contract liabilities represents advances received from customers for
sale of goods at the reporting date.
279
e) Significant changes in contract liabilities during the period ` Crore
Year ended
March 31, 2019
Revenue recognised that was included in the contract liability balance at the beginning of the 26.12
period
280
Integrated Report Statutory Report Financial Statements | Consolidated
Note :
a) Miscellaneous Expenses include the Company’s share of various expenses incurred by group companies for sharing of services and use
of common facilities.
281
NOTE 37: EXCEPTIONAL ITEMS GAIN/(LOSS) ` Crore
Year ended Year ended
March 31, 2019 March 31, 2018
Restructuring Cost (18.03) (15.43)
Divestment of UK Business (Refer Note 52) 76.44 -
Reversal in liability for business combination (Refer Note below) 194.15 194.99
TOTAL 252.56 179.56
NOTE:
During the year there was a change in the provision for earn out liability on account of change in expected EBITDA of a subsidiary which is the
basis for its estimation.
This consideration is payable after March 31, 2019 and is based on a multiple of future EBITDA of this business. The fair value of contingent
consideration is determined by discounting the estimated amount payable to the sellers of Strength of Nature LLC (USA) based on expected
future performance.
Note: Number of shares for the year ended March 31 2018 have been adjusted for the bonus shares issued during the current year
NOTE 40 : DIVIDEND
During the year 2018-19,the Board has paid four interim dividends. The first dividend was declared on May 8, 2018 at the
rate of ` 7 per equity share (700% of the face value of ` 1 each) and the second dividend was declared on July 30, 2018 at
the rate of ` 2 per equity share (200% of the face value of ` 1 each) on the pre-bonus paid up capital of the Company. The
Company made a bonus issue in the ratio of 2:1 on Sep 17, 2018. Subsequent to the bonus issue, the Board paid two more
interim dividends aggregating to ` 6 per share (600% of the face value ` 1 each). The total dividend rate for all the four interim
dividends during the year after adjusting for the pre-bonus interim dividend rate aggregates to ` 12 per equity share (1200%
of the face value ` 1 each) and amounts to ` 1226.52 crore. The dividend distribution tax on the said dividends is ` 252.11
crore. Subsequent to the close of the financial year, the Board has declared an interim dividend of ` 2 per equity share (200%
of the face value ` 1 each) aggregating to ` 204.43 crore. The dividend distribution tax on the said dividend is ` 42.02 crore.
282
Integrated Report Statutory Report Financial Statements | Consolidated
283
NOTE 41 : CONTINGENT LIABILITIES ` Crore
As at As at
March 31, 2019 March 31, 2018
xviii) Guarantee amounting to USD 64.35 million (31-Mar-18 USD Nil million) given by the 43.91 -
Company to Sumitomo Mitsui Banking Corporation, Singapore Branch towards loan
provided to Godrej SON Holdings, Inc.
xix) Guarantee amounting to USD 148.72 million (31-Mar-18 USD Nil million) given by the 93.50 -
Company to The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch
towards loan provided to Godrej Mauritius Africa Holdings Limited
Others
i) Guarantees issued by banks [secured by bank deposits under lien with the bank ` 2.99 14.36 27.41
crore]
ii) Guarantee given by the Company to Yes Bank for credit facilities extended to M/s. 0.80 0.80
Broadcast Audience Research Council.
iii) Other Guarantees 0.45 0.45
c) Claims against the Company not acknowledged as debt 33.50 34.20
d) The Group has reviewed all its pending litigations and proceedings and has adequately made provisions wherever required and disclosed
as contingent liability wherever applicable in the consolidated financial statements. The Group does not expect the outcome of the
proceedings to have a materially adverse effect on its financial results.
e) OTHER MATTERS
The Hon’ble Supreme Court of India (“SC”) by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s
EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the
purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision has been filed and is
pending before the SC for disposal. Pending decision on the subject review petition and directions from the EPFO, the impact, if any, is
not ascertainable and consequently no effect has been given in the accounts.
284
Integrated Report Statutory Report Financial Statements | Consolidated
b) Associate Company:
% Holding as at % Holding as at
Name of the Associate Company Country
March 31, 2019 March 31, 2018
Bhabani Blunt Hairdressing Pvt Limited India 28% 30%
d) Companies under common Control with whom transactions have taken place during the year
i) Godrej & Boyce Mfg. Co. Limited
ii) Godrej Agrovet Limited
iii) Godrej Tyson Foods Limited
iv) Godrej Properties Limited
v) Natures Basket Limited
vi) Godrej Vikhroli Properties LLP
vii) Godrej Infotech Limited
viii) Godrej Projects Development Private Limited
ix) Godrej Anandan
x) Godrej One Premises Management Private Limited
xi) Godrej Seaview Properties Private Limited
xii) Creamline Dairy Products Limited
g) Post employment Benefit Trust where the reporting entity exercises significant influence
i) Godrej Consumer Products Employees' Provident Fund
285
286
B) The Related Party Transactions are as under : ` Crore
Investing Entity
Key Management
Associate in which the Companies Under Post employment
Personnel and Total
Company reporting entity is Common Control benefit trust
Relatives
an associate
Current Previous Current Previous Current Previous Current Previous Current Previous Current Previous
Year Year Year Year Year Year Year Year Year Year Year Year
Sale of Goods 0.40 0.57 12.89 18.86 3.37 1.71 - - - - 16.66 21.14
Sale of Capital Asset - - - 0.02 - - - - - - - 0.02
Purchase of Materials and Spares 0.16 - 66.24 44.19 0.29 0.13 - - - - 66.69 44.32
Purchase of Fixed Asset including Assets under - - - - 0.19 11.44 - - - - 0.19 11.44
Construction
Advance Paid - - 1.51 1.51 0.05 0.25 - - - - 1.56 1.76
Royalty and Technical Fees Paid 0.62 0.87 - - - - - - - - 0.62 0.87
Establishment & Other Expenses Paid (Including provision 0.14 1.19 34.38 33.50 8.95 6.92 - - - - 43.47 41.61
for doubtful debts if any)
Expenses Recovered - 0.01 0.21 0.23 0.03 0.35 - - - - 0.24 0.59
Investments Sold / Redeemed 2.28 - - - - - - - - - 2.28 -
Dividend Paid - - 627.98 313.99 90.01 45.01 35.43 17.69 - - 753.42 376.69
Commission on Profits and Sitting Fees - - - - - - 4.20 2.64 - - 4.20 2.64
Lease Rentals Received - - 9.25 10.87 - - - - - - 9.25 10.87
Lease Rentals Paid - - 14.21 15.49 - - - 0.26 - - 14.21 15.75
Contribution during the year (Including Employees' Share) - - - - - - - - 16.63 15.34 16.63 15.34
Short Term Employment Benefits - - - - - 23.32 33.40 - 23.32 33.40
Post Employment Benefits - - - - - 0.50 0.42 - 0.50 0.42
Share Based Payment - - - - - 3.85 3.80 - 3.85 3.80
TOTAL 3.60 2.64 766.67 438.66 102.89 65.81 67.30 58.21 16.63 15.34 957.09 580.66
NOTE 43 : LEASES
The Group’s significant leasing agreements are in respect of operating lease for Computers and Premises (office, godown,
etc.) and the aggregate lease rentals payable are charged as rent. The Total lease payments accounted for the year ended
March 31, 2019 is ` 95.75 crore (Mar-31-2018 : ` 89.44 crore).
The future minimum lease payments outstanding under non-cancellable operating leases are as follows:
` Crore
As at As at
March 31, 2019 March 31, 2018
Not later than one year 20.17 21.22
Later than one year and not later than five years 28.71 55.89
Later than five years - 13.03
TOTAL 48.88 90.14
The Group has entered into an agreement to give one of its office building on operating lease effective May, 2015. Total lease
rentals earned during the year ended March 31, 2019 amounting to ` 9.13 crore have been netted off against rent expense of
` 9.13 crore in Note 36 for similar premises in the same building.
The future minimum lease rental receivable under the non-cancellable operating lease is as follows:
` Crore
As at As at
March 31, 2019 March 31, 2018
Not later than one year 9.13 9.13
Later than one year and not later than five years 1.10 10.20
Later than five years - -
TOTAL 10.23 19.33
287
NOTE 45 : EMPLOYEE BENEFITS
The Gratuity scheme of the erstwhile Godrej Household Products Ltd., which was obtained pursuant to the Scheme of
Amalgamation, is funded through Unit Linked Gratuity Plan with HDFC Standard Life Insurance Company Limited.
The liability for the Defined Benefit Plan is provided on the basis of a valuation, using the Projected Unit Credit Method,
as at the Balance Sheet date, carried out by an independent actuary.
The Company has a gratuity trust. However, the Company funds its gratuity payouts from its cash flows. Accordingly, the
Company creates adequate provision in its books every year based on actuarial valuation.
These benefit plans expose the Company to actuarial risks, such as longevity risk, interest rate risk and investment risk.
Provident Fund:
The Company manages the Provident Fund plan through a Provident Fund Trust for its employees other than those
covered under Government Scheme which is permitted under The Employees’ Provident Fund and Miscellaneous
Provisions Act, 1952 and is actuarially valued. The plan envisages contribution by the employer and employees and
guarantees interest at the rate notified by the Provident Fund authority. The contribution by employer and employee,
together with interest, are payable at the time of separation from service or retirement, whichever is earlier.
The Company has an obligation to fund any shortfall on the yield of the trust’s investments over the administered interest
rates on an annual basis. These administered rates are determined annually predominantly considering the social rather
than economic factors and the actual return earned by the Company has been higher in the past years. The actuary has
provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based
on the below provided assumptions there is no shortfall as at March 31, 2019.
` Crore
As at As at
March 31, 2019 March 31, 2018
Plan assets at period end, at fair value 149.31 129.57
Provident Fund Corpus 148.00 128.51
Valuation assumptions under Deterministic Approach:
Weighted Average Yield 8.67% 8.75%
Weighted Average Yield to Maturity 9.07% 8.95%
Guaranteed Rate of Interest 8.65% 8.65%
288
Integrated Report Statutory Report Financial Statements | Consolidated
d) The amounts recognised in the Company’s financial statements as at year end are as under: ` Crore
As at As at
March 31, 2019 March 31, 2018
i) Change in Present Value of Obligation
Present value of the obligation at the beginning of the year 103.50 88.11
Current Service Cost 11.73 9.25
Interest Cost 8.35 6.53
Exchange difference 2.12 (0.83)
Actuarial (Gain) / Loss on Obligation- Due to Change in Demographic Assumptions (0.62) (0.13)
Actuarial (Gain) / Loss on Obligation- Due to Change in Financial Assumptions (1.91) 3.61
Actuarial (Gain) / Loss on Obligation- Due to Experience (2.68) 1.68
Benefits Paid (7.20) (4.72)
Present value of the obligation at the end of the year 113.29 103.50
vi) Weighted average duration of Present Benefit Obligation 8.01 years 7.90 years
289
x) Maturity Analysis of Projected Benefit Obligation: From the Fund ` Crore
As at As at
March 31, 2019 March 31, 2018
Projected Benefits Payable in Future Years From the Date of Reporting
Within the next 12 months 17.74 14.42
2nd Following Year 12.06 11.59
3rd Following Year 11.40 12.02
4th Following Year 11.00 11.62
5th Following Year 56.43 11.46
Sum of Years 6 to 10 43.80 59.61
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an
approximation of the sensitivity of the assumptions shown.
The method and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.
Other details
Methodology Adopted for ALM Projected Unit Credit Method
Usefulness and Methodology adopted for Sensitivity analysis Sensitivity analysis is an analysis which will give the movement in
liability if the assumptions were not proved to be true on different
count. This only signifies the change in the liability if the difference
between assumed and the actual is not following the parameters of the
sensitivity analysis.
Comment on Quality of Assets Since investment is with insurance company, Assets are considered to
be secured.
a) The Company set up the Employees Stock Grant Scheme 2011 (ESGS) pursuant to the approval by the Shareholders on March 18,
2011.
b) The ESGS Scheme is effective from April 1, 2011, (the “Effective Date”) and shall continue to be in force until (i) its termination by
the Board or (ii) the date on which all of the shares to be vested under Employee Stock Grant Scheme 2011 have been vested in
the Eligible Employees and all restrictions on such Stock Grants awarded under the terms of ESGS Scheme, if any, have lapsed,
whichever is earlier.
c) The Scheme applies to the Eligible Employees of the Company or its Subsidiaries. The entitlement of each employee will be
decided by the Compensation Committee of the Company based on the employee’s performance, level, grade, etc.
d) The total number of Stock Grants to be awarded under the ESGS Scheme are restricted to 2,500,000 (Twenty Five Lac) fully paid
up equity shares of the Company. Not more than 500,000 (Five Lac) fully paid up equity shares or 1% of the issued equity share
capital at the time of awarding the Stock Grant, whichever is lower, can be awarded to any one employee in any one year.
e) The Stock Grants shall vest in the Eligible Employees pursuant to the ESGS Scheme in the proportion of 1/3rd at the end of each
year or as may be decided by the Compensation Committee from the date on which the Stock Grants are awarded for a period of
three consecutive years subject to the condition that the Eligible Employee continues to be in employment of the Company or the
Subsidiary company as the case may be.
f) The Eligible Employee shall exercise her / his right to acquire the shares vested in her / him all at one time within 1 month from the
date on which the shares vested in her / him or such other period as may be determined by the Compensation Committee.
g) The Exercise Price of the shares has been fixed at ` 1 per share. The fair value is treated as Employee Compensation Expenses
and charged to the Statement of Profit and Loss. The value of the options is treated as a part of employee compensation in the
financial statements and is amortised over the vesting period.
290
Integrated Report Statutory Report Financial Statements | Consolidated
Weighted average remaining contractual life of options as at 31st March, 2019 was 2.93 years (31-Mar-18: 1.24 years).
Weighted average equity share price at the date of exercise of options during the year was ` 1213.37 (31-Mar-18: ` 1297.64).
The fair value of the employee share options has been measured using the Black-Scholes formula. The following assumptions were
used for calculation of fair value of grants:
As at As at
March 31, 2019 March 31, 2018
Risk-free interest rate (%) 7.51% 6.46%
Expected life of options (years) 2.00 2.00
Expected volatility (%) 28.29% 32.21%
Dividend yield 1.05% 0.31%
The price of the underlying share in market at the time of option grant (`)* 1,139.45 1,868.75
* Price is before issue of Bonus shares
II. Pursuant to SEBI notification dated January 17, 2013, no further securities of the Company will be purchased from the open market.
291
292
NOTE 49 : FINANCIAL INSTRUMENTS
A. Accounting classification and fair values
Carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy, are presented below. It does not include the fair value information
for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
` Crore
Carrying amount / Fair Value Fair value Hierarchy
As at March 31, 2019 Amortised
FVTPL FVTOCI Total Level 1 Level 2 Level 3 Total
Cost
Financial assets
Non Current
Investments
Non-convertible Debentures with Non-Banking Financial Companies - - - - - - - -
Deposits with Non-Banking Financial Companies - - - - - - - -
Loans - - 18.77 18.77 - - - -
Other Financial Assets - - 5.77 5.77 - - - -
Current
Current investments
Deposits with Non-Banking Financial Companies - - 135.06 135.06 - 135.06 - 135.06
Mutual Fund 16.98 - - 16.98 - 16.98 - 16.98
Non-convertible Debentures with Non-Banking Financial Companies - - 329.27 329.27 - 329.94 - 329.94
Trade receivables - - 1,292.90 1,292.90 - - - -
Cash and cash equivalents - - 862.21 862.21 - - - -
Bank balances others 32.51 32.51 - - - -
Loans - - 3.73 3.73 - - - -
Derivative Asset - 2.43 - 2.43 - 2.43 - 2.43
Others - - 152.43 152.43 - - - -
16.98 2.43 2,832.65 2,852.06 - 484.41 - 484.41
Financial liabilities
Non-Current
Borrowings - - 2,604.78 2,604.78 - - - -
Liabilities for business combinations 217.55 - - 217.55 - - 217.55 217.55
Current
Borrowings - - 270.94 270.94 - - - -
Trade and other payables - - 2,539.88 2,539.88 - - - -
Put Option Liability * - - - 242.50 - - 242.50 242.50
Current Maturities of Long Term Debt - - 506.33 506.33 - - - -
Derivative liability 22.62 - 22.62 - 22.62 22.62
Others - - 56.40 56.40 - - - -
217.55 22.62 5,978.33 6,461.00 - 22.62 460.05 482.67
` Crore
Carrying amount / Fair Value Fair value Hierarchy
As at March 31, 2018 Amortised
FVTPL FVTOCI Total Level 1 Level 2 Level 3 Total
Cost
Financial assets
Integrated Report
Non Current
Investments
Non-convertible Debentures with Non-Banking Financial Companies - 84.66 84.66 84.79 84.79
Deposits with Non-Banking Financial Companies - 20.54 20.54 - 20.54 - 20.54
Loans - 18.87 18.87 - - - -
Other Financial Assets - - 9.57 9.57 - - - -
Current -
Current investments - - - - - - -
Deposits with Non-Banking Financial Companies - - 306.97 306.97 - 306.97 - 306.97
Investments in Commercial Papers 97.04 97.04 - 97.04 97.04
Mutual Fund 115.74 - - 115.74 - 115.74 - 115.74
Non-convertible Debentures with Non-Banking Financial Companies - - 336.01 336.01 - 339.38 - 339.38
Trade receivables - 1,245.50 1,245.50 - - - -
Cash and cash equivalents - 898.02 898.02
Bank balances others - 62.19 62.19 - - - -
Statutory Report
* The put option liability is fair valued at each reporting date through equity
NOTE: The group has not disclosed fair values of financial instruments other than mutual funds, deposits with non-banking financial companies, non-convertible debentures with non-banking
financial companies, investment in commercial papers, derivative asset, derivative liability and liabilities for business combinations, because the carrying amounts are a reasonable approximation
of fair value.
293
294
B. Measurement of fair values
Valuation techniques and significant unobservable inputs
The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.
Financial instruments measured at fair value
Inter-relationship between
Significant
Type Valuation technique significant unobservable inputs
unobservable inputs
and fair value measurement
Mutual Fund Investments NAV quoted by the Mutual Fund NA NA
Investments in Non Convertible Debenture with Non-Banking Financial Companies Broker Quote NA NA
Deposits with Non-Banking Financial Companies Present Value of expected NA NA
cashflows using an appropriate
discounting rate
Commercial Paper issued by the Company Present Value of expected NA NA
cashflows using an appropriate
discounting rate
Derivative Asset MTM from banks NA NA
Derivative Liability MTM from banks NA NA
Liabilities for business combination Present Value of expected Inputs are given in next page "Refer next page for inter-rela‑
payment discounted using a risk tionship between
adjusted discounting rate significant unobservable inputs
and fair value measurement"
Integrated Report Statutory Report Financial Statements | Consolidated
The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair values:
` Crore
As at As at
Particulars
March 31, 2019 March 31, 2018
Opening Balance 998.51 1,214.30
Net change in fair value through reserves 6.16 (15.15)
Net change in fair value through PL (Refer Note (a) below) 9.62 11.29
Net change in liability due to payments (449.25) (17.01)
Reversal in liability for business combination (194.15) (194.99)
Exchange difference 89.16 0.07
Closing Balance 460.05 998.51
NOTE: (a) Interest unwinding charges
Valuation processes
The main level 3 inputs for put option and liability for business combination are derived and evaluated as follows :
Liability for Business Combination -The key inputs used in the determination of fair value of Liability for Business Combination
are the discount rate and expected future performance of the business (EBIDTA).
Put Option Liability -The key inputs used in the determination of fair value of put option liability is performance of the business.
Sensitivity analysis
For the fair values of put option liability and liability for business combination, reasonably possible changes at the reporting
date to one of the significant unobservable inputs, holding other inputs constant, would have the following effects.
` Crore
Year ended March 31, 2018
Equity impact
Significant unobservable inputs 10% Increase 10% Decrease
Achievement of financial target (10% movement) (24.57) 24.57
295
NOTE 50 : FINANCIAL RISK MANAGEMENT
The activities of the Group exposes it to a number of financial risks – market risk, credit risk and liquidity risk. The Group seeks to minimize
the potential impact of unpredictability of the financial markets on its financial performance. The risk management policy which is approved by
the Board, is closely monitored by the senior management.
A. MANAGEMENT OF MARKET RISK:
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises of three types of risks: currency rate risk, interest rate risk and price risk. Financial instruments affected by market
risk includes borrowings, trade receivables and payables, bank deposits, investments and derivative financial instruments. The Group
has international operations and is exposed to a variety of market risks, including currency and interest rate risks.
(i) Management of price risk:
The Company invests its surplus funds in various debt instruments including liquid and short term schemes of debt mutual funds,
deposits with banks and financial institutions, commercial papers and non-convertible debentures (NCD’s). Investments in mutual funds
and NCD’s are susceptible to market price risk, arising from changes in interest rates or market yields which may impact the return and
value of the investments. This risk is mitigated by the Company by investing the funds in various tenors depending on the liquidity needs
of the Company.
(ii) Management of currency risk:
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign
exchange rates. The Group has foreign currency trade payables and receivables and is therefore exposed to foreign exchange risk. The
Group mitigates the foreign exchange risk by setting appropriate exposure limits, periodic monitoring of the exposures and hedging
exposures using derivative financial instruments like foreign exchange forward contracts. The exchange rates have been volatile in the
recent years and may continue to be volatile in the future. Hence the operating results and financials of the Group may be impacted due
to volatility of the functional currency against foreign currencies.
Exposure to currency risk (Exposure in different currencies converted to INR)
The currency profile of financial assets and financial liabilities as at March 31, 2019 and March 31, 2018 are as below:
` Crore
As at March 31, 2019 GBP USD EURO ZAR AED Others
Financial assets
Cash and cash equivalents 0.02 37.73 0.01 0.62 - 0.16
Current investments - 0.41 - - - -
Long-term loans and advances - - - - - -
Short-term loans and advances - - - - - -
Trade and other receivables 2.98 246.25 31.82 0.31 - 0.42
Less: Forward contracts for trade receivables - (18.03) - - - -
Other Non-Current financial assets - 22.70 2.66 - - -
Other Current financial assets - 10.55 - - - -
3.00 299.61 34.49 0.93 - 0.58
Financial liabilities
Long term borrowings - 1.95 - - - -
Short term borrowings - 42.63 - - - -
Trade and other payables 0.22 660.51 0.62 0.05 - 5.73
Less: Forward contracts for trade payables - (314.05) - - - (0.80)
Other Current financial liabilities - 0.35 3.35 - - -
0.22 391.39 3.97 0.05 - 4.93
Net Exposure 2.78 (91.78) 30.52 0.88 - (4.35)
296
Integrated Report Statutory Report Financial Statements | Consolidated
` Crore
As at March 31, 2018 GBP USD EURO ZAR AED Others
Financial assets
Cash and cash equivalents 0.08 70.69 0.29 0.23 - 2.24
Current investments - - - - - -
Long-term loans and advances - 10.52 - - - -
Short-term loans and advances - 1.99 - - - -
Trade and other receivables 1.52 241.64 36.12 0.49 2.32 -
Less: Forward contracts for trade receivables - - - - - -
Other Non-Current financial assets - 7.81 - - - -
Other Current financial assets - 7.89 - - - -
1.60 340.54 36.41 0.72 2.32 2.24
Financial liabilities
Long term borrowings - 8.37 - - - -
Short term borrowings - 92.72 - - - -
Trade and other payables 2.96 449.96 7.95 - - 5.38
Less: Forward contracts for trade payables - (187.94) - - - (1.09)
Other Current financial liabilities - 0.19 - - - -
2.96 363.30 7.95 - - 4.29
Net Exposure (1.36) (22.76) 28.46 0.72 2.32 (2.05)
The following significant exchange rates have been applied during the year.
Year-end spot rate
INR March 31, March 31,
2019 2018
GBP INR 90.48 91.76
USD INR 69.35 65.18
EUR INR 77.69 80.62
ZAR INR 4.76 5.53
AED INR 18.84 17.74
Sensitivity analysis
A reasonably possible 5% strengthening (weakening) of GBP/USD/EURO/ZAR/AED/CNH/KWD against the India rupee at March 31,
2019 and March 31, 2018 would have affected the measurement of financial instruments denominated in GBP/USD/EURO/ZAR/AED
and affected profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain
constant and ignores any impact of forecast sales and purchases.
` Crore
Profit or loss
Effect in INR
Strengthening Weakening
March 31, 2019
GBP 0.14 (0.14)
USD (4.59) 4.59
EURO 1.53 (1.53)
ZAR 0.04 (0.04)
AED - -
Others - CNH/KWD (0.22) 0.22
(3.10) 3.10
` Crore
Profit or loss
Effect in INR
Strengthening Weakening
March 31, 2018
GBP (0.07) 0.07
USD (1.14) 1.14
EURO 1.42 (1.42)
ZAR 0.04 (0.04)
AED 0.12 (0.12)
Others - CNH/KWD (0.10) 0.10
0.27 (0.27)
297
(iii) Management of interest risk:
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates.
Exposure to interest rate risk
The Group’s exposure to interest rate risks relates primarily to the Group’s interest obligations on its borrowings. To mitigate this risk the
Group enters into derivative financial instruments like interest rate swaps.
The interest rates profile of the Group’s interest bearing financial instruments is as follows:
` Crore
As at As at
March 31, 2019 March 31, 2018
Borrowings
Fixed rate instruments 167.44 145.46
Variable-rate instruments 3,214.61 3,362.11
3,382.05 3,507.57
298
Integrated Report Statutory Report Financial Statements | Consolidated
At March 31, 2019, the ageing for the trade receivables as mentioned in the note below and that were not impaired (not provided for)
was as follows:
` Crore
As at As at
Trade receivables
March 31, 2019 March 31, 2018
Neither past due nor impaired 656.25 732.52
Past due 1–90 days 417.07 340.91
Past due 91–120 days 62.49 94.27
Past due more than 120 days 157.09 77.80
TOTAL 1,292.90 1,245.50
Loans and advances given are monitored by the Group on a regular basis and these are neither past due nor impaired.
Management believes that the unimpaired amounts that are past due are still collectible in full, based on historical payment behaviour
and extensive analysis of customer credit risk, including underlying customers’ credit ratings if they are available. The Company uses an
allowance matrix to measure the expected credit loss of trade receivables from individual customers which comprise on large number of
small balances.
The movement in allowances for impairment in respect of trade receivables is as follows:
` Crore
As at As at
March 31, 2019 March 31, 2018
Opening Balance 44.43 32.33
Impairment loss recognised 11.16 17.56
Amounts written off / written back (3.88) (6.00)
Exchange difference (2.41) 0.54
Less: Transfer on divestment (0.31) -
Closing Balance 48.99 44.43
299
` Crore
Contractual cash flows
As at March 31, 2018 More than 3
Carrying amount Total Less than 1 Year 1-3 years
years
Non-derivative financial liabilities
Term loan and overdrafts from banks 3,507.57 3,647.82 1,198.25 2,449.57 -
Commercial papers - - - - -
Trade payables 2,353.10 2,353.10 2,353.10 - -
Other financial liabilities 1,066.06 1,066.06 312.11 753.95 -
Derivative financial liabilities
Interest rate swaps 17.41 44.16 25.12 19.04 -
Forward exchange contracts
used for hedging
- Outflow - 194.02 194.02 - -
- Inflow - - - - -
For derivative contracts designated as hedge, the Group documents, at inception, the economic relationship between the hedging instrument
and the hedged item, the hedge ratio, the risk management objective for undertaking the hedge and the methods used to assess the hedge
effectiveness. The derivative contracts have been taken to hedge foreign currency risk on highly probable forecast investment & interest rate
risk on variable rate loans. The tenor of hedging instrument may be less than or equal to the tenor of underlying.
Financial contracts designated as hedges are accounted for in accordance with the requirements of Ind AS 109 depending upon the type of
hedge. The Group applies cash flow hedge accounting to hedge the variability in a) the future cash flows on the overseas remittance to its
subsidiary subject to foreign exchange risk; b) interest payments on variable rate loans.
The Group has a Board approved policy on assessment, measurement and monitoring of hedge effectiveness which provides a guideline for the
evaluation of hedge effectiveness, treatment and monitoring of the hedge effective position from an accounting and risk monitoring perspective.
Hedge effectiveness is ascertained at the time of inception of the hedge and periodically thereafter. The Group assesses hedge effectiveness
on prospective basis. The prospective hedge effectiveness test is a forward looking evaluation of whether or not the changes in the fair value
or cash flows of the hedging position are expected to be highly effective on offsetting the changes in the fair value or cash flows of the hedged
position over the term of the relationship.
Hedge effectiveness is assessed through the application of critical terms match method & dollar off-set method. Any ineffectiveness in a
hedging relationship is accounted for in the statement of profit and loss.
The table below enumerates the Group’s hedging strategy, typical composition of the Group’s hedge portfolio, the instruments used to hedge
risk exposures and the type of hedging relationship:
Type of Type of
Sr Hedging
risk/ hedge Hedged item Description of hedging strategy Description of hedging instrument hedging
No instrument
position relationship
1 Currency Highly Probable FCY denominated highly Fx Forward contracts are contractual Cash flow
risk Foreign currency probable forecast investment forward agreements to buy or sell a specified hedge
hedge (FCY) denominated is converted into functional contracts financial instrument at a specific price
investment into currency using a plain vanila and date in the future. These are
Overseas Subsidiary foreign currency forward customized contracts transacted in the
contract. over–the–counter market.
1 Interest Floating rate loans Floating rate financial liability Interest Interest rate swap is a derivative Cash flow
rate is converted into a fixed rate swap instrument whereby the Group receives hedge
hedge rate financial liability using a at a floating rate in return for a fixed
floating to fixed interest rate rate liability.
swap.
300
Integrated Report Statutory Report Financial Statements | Consolidated
The table below provide details of the derivatives that have been designated as cash flow hedges for the year presented:
For the year ended March 31, 2019 ` Crore
Gain/(Loss) Change in fair Amount
Derivative Derivative Line item
Notional due to value for the reclassified Line item in
Financial Financial Ineffectiveness in profit or
Hedging principal change in year recognized from the profit or loss
Instruments Instruments recognized in loss that
Instrument amounts fair value in Other hedge affected by the
- Assets - Liabilities profit or loss includes hedge
outstanding for the Comprehensive reserve to reclassification
outstanding outstanding ineffectiveness
year Income (OCI) profit or loss
Interest rate swaps 1,317.56 2.43 22.62 (13.58) (13.58) - NA NA NA
Previous Year 1,806.65 10.74 17.41 (5.92) (5.92) - NA NA NA
The table below provides a profile of the timing of the notional amounts of the Group’s hedging instruments (based on residual tenor) along with
the average price or rate as applicable by risk category:
The following table provides a reconciliation by risk category of the components of equity and analysis of Other Comprehensive Income (OCI)
items resulting from hedge accounting:
` Crore
Movement in Cash flow hedge
reserve for the years ended
March 31, 2019 March 31, 2018
Opening balance 7.69 13.61
Gain / (Loss) on the Effective portion of changes in fair value:
a) Interest rate risk (13.58) (5.92)
b) Currency risk - -
Tax on movements on reserves during the year - -
Closing balance (5.89) 7.69
NOTE 53 : GOODWILL AND OTHER INTANGIBLE ASSETS WITH INDEFINITE USEFUL LIFE
Goodwill has been allocated to the Group’s CGU as follows:
` Crore
As at As at
Particulars
March 31, 2019 March 31, 2018
India 2.47 2.47
Indonesia 1,452.50 1,352.68
Africa (including SON) 2,965.53 2,785.44
Argentina 318.60 299.44
Others 178.93 278.84
Total 4,918.03 4,718.87
a. represents the lowest level within the entity at which the goodwill is monitored for internal management purpose and
b. is not larger than an operating segment as defined in Ind AS 108 Operating Segments, before aggregation.
301
Indefinite life brands have been allocated to the Group’s CGU as follows:
As at As at
Particulars
March 31, 2019 March 31, 2018
India 738.50 791.42
Africa (including SON) 1,449.24 1,339.22
Chile 8.48 -
The recoverable amount of a CGU is based on its value in use. The value in use is estimated using discounted cash flows over a period of 5
years. The measurement using discounted cash flow is level 3 fair value based on inputs to the valuation technique used. Cash flows beyond
5 years is estimated by capitalising the future maintainable cash flows by an appropriate capitalisation rate and then discounted using pre tax
discount rate.
Operating margins and growth rates for the five year cash flow projections have been estimated based on past experience and after considering
the financial budgets/ forecasts approved by management. Other key assumptions used in the estimation of the recoverable amount are set out
below. The values assigned to the key assumptions represent management’s assessment of future trends in the relevant industries and have
been based on historical data from both external and internal sources.
As at As at
Particulars
January 31, 2019 March 31, 2018
Pre Tax discount rate 11.95% - 24.64% 9.2% - 21.4%
Long term growth rate beyond 5 years 3% - 8% 2% - 8.6%
The pre tax discount rate is based on risk free rate, beta variant adjusted for market premium and company specific risk factors.
According to Ind AS 36 “Impairment of Assets”, the annual impairment test for intangible assets with indefinite useful life may be performed at
any time during an annual period, provided the test is performed at the same time every year. From the year ended March 31, 2019, the Group
has decided to perform impairment test for goodwill and other intangible assets with indefinite useful life at January 31 and will follow the same
for future years.
Based on impairment test done as at January 31, 2019 and March 31, 2018, Group has concluded that there was no impairment for goodwill
and other indefinite life intangible assets as at March 31, 2019 and March 31, 3018.
With regard to the assessment of value in use, no reasonably possible change in any of the above key assumptions would cause the carrying
amount of the CGUs to exceed their recoverable amount.
• Segment-1,India
• Segment-2, Indonesia
• Segment-4, others
The Chief Operating Decision Maker (“CODM”) evaluates the Group’s performance and allocates resources based on an
analysis of various performance indicators by operating segments. The CODM reviews revenue and profit as the performance
indicator for all of the operating segments.
302
Integrated Report Statutory Report Financial Statements | Consolidated
` Crore
Year ended March 31, 2018
Africa
Particulars (including
India Indonesia Others Total
Strength of
Nature)
Segment Revenue 5,354.74 1,354.48 2,189.13 1,139.65 10,038.00
Add/(Less): Inter segment revenue (69.00) (22.46) (1.83) (3.56) (96.85)
Revenue from Operations 5,285.74 1,332.02 2,187.30 1,136.09 9,941.15
Segment result 1,330.30 323.89 267.65 145.27 2,067.11
Add/(Less): Inter segment - - (0.14) (0.14)
Other income 11.04 9.96 13.67 4.52 39.19
Depreciation & Amortization (63.31) (20.60) (48.72) (23.05) (155.68)
Interest income 42.62 21.21 3.72 0.95 68.50
Finance costs (Unallocable) - - - - (160.74)
Exceptional items (net) - - - - 179.56
Share of net profits of equity accounted investees - - - - 1.08
(net of income tax)
Profit Before Tax 2,038.88
Tax expense - - - - (404.70)
Profit After Tax 1,634.18
` Crore
As at As at
Particulars
March 31, 2019 March 31, 2018
Segment Assets
a) India 3,738.81 3,708.79
b) Indonesia 2,696.78 2,544.66
c) Africa (including Strength of Nature) 6,748.12 6,403.15
d) Others 1,099.50 1,399.52
Less: Intersegment Eliminations (113.13) (92.31)
14,170.08 13,963.81
Segment Liabilities
a) India 1,738.39 1,982.49
b) Indonesia 415.95 348.50
c) Africa (including Strength of Nature) 897.42 642.87
d) Others 138.18 320.65
Less: Intersegment Eliminations (128.87) (95.09)
3,061.07 3,199.42
Add: Unallocable liabilities 3,842.09 4,506.08
Total Liabilities 6,903.16 7,705.50
303
Information about major customers:
No Single customer represents 10% or more of the Group’s total revenue for the year ended March 31, 2019 and March 31, 2018
` Crore
Year ended Year ended
Capital expenditure
March 31, 2019 March 31, 2018
a) India 81.22 116.25
b) Indonesia 13.65 13.36
c) Africa (including Strength of Nature) 120.27 162.31
d) Others 16.12 27.25
Total 231.26 319.17
Non Current
First charge
Plant & Machinery (Refer Note 3) 14.82 13.96
Total non-current assets pledged as security (d) 14.82 13.96
NOTE 56 : ADDITIONAL INFORMATION , AS REQUIRED UNDER SCHEDULE III TO THE COMPANIES ACT, 2013, OF
ENTERPRISES CONSOLIDATED AS SUBSIDIARY/ASSOCIATES
Net Assets (i.e. total assets Share in Other comprehensive Share in Total comprehensive
Share in Profit/Loss account
minus total liabilities) income (OCI) income
Name of the Enterprise As % of As % of As % of As % of Total
Amount Amount Amount Amount (` in
consolidated consolidated consolidated Comprehensive
(` in crore) (` in crore) (` in crore) crore)
net assets profits OCI Income
Parent
Godrej Consumer Products 67.79% 4,926.15 74.95% 1,754.98 -0.12% (0.17) 70.76% 1,754.81
Limited (India)
Subsidiaries
Foreign
Beleza Mozambiqe LDA 0.75% 54.65 0.98% 22.96 0.93% 22.96
Consell SA 0.00% 0.00 0.00% (0.05) 0.00% (0.05)
Cosmetica Nacional 2.28% 165.77 0.25% 5.76 0.23% 5.76
Charm Industries Limited 0.10% 7.47 -0.11% (2.66) -0.11% (2.66)
Canon Chemicals Limited 0.91% 66.38 0.07% 1.53 0.06% 1.53
Darling Trading Company 1.49% 108.45 3.24% 75.75 3.05% 75.75
Mauritius Ltd
Deciral SA 0.14% 10.42 -0.06% (1.37) -0.06% (1.37)
DGH Phase Two Mauritius 3.66% 265.63 0.11% 2.52 0.10% 2.52
DGH Tanzania Limited 0.91% 65.88 -0.01% (0.16) -0.01% (0.16)
DGH Uganda 0.00% (0.23) 0.00% (0.09) 0.00% (0.09)
304
Integrated Report Statutory Report Financial Statements | Consolidated
Net Assets (i.e. total assets Share in Other comprehensive Share in Total comprehensive
Share in Profit/Loss account
minus total liabilities) income (OCI) income
Name of the Enterprise As % of As % of As % of As % of Total
Amount Amount Amount Amount (` in
consolidated consolidated consolidated Comprehensive
(` in crore) (` in crore) (` in crore) crore)
net assets profits OCI Income
Frika Weave (PTY) LTD 0.04% 2.75 0.02% 0.54 0.02% 0.54
Godrej Africa Holdings Limited 33.06% 2,402.80 0.74% 17.28 0.70% 17.28
Godrej Consumer Holdings 9.43% 685.59 -0.01% (0.27) -0.01% (0.27)
(Netherlands) B.V.
Godrej Consumer Investments 4.76% 345.59 0.00% (0.01) 0.00% (0.01)
(Chile) Spa
Godrej Consumer Products 0.00% (0.00) -3.72% (87.08) -3.51% (87.08)
(UK) Limited *
Godrej Consumer Products 0.54% 39.55 -0.01% (0.25) -0.01% (0.25)
(Netherlands) B.V.
Godrej Consumer Products 0.00% (0.07) 0.00% (0.01) 0.00% (0.01)
Bangladesh Ltd
Godrej Consumer Products 10.19% 740.45 -0.07% (1.57) -0.06% (1.57)
Dutch Coöperatief U.A.
Godrej Consumer Products 21.83% 1,586.44 2.32% 54.29 -0.83% (1.15) 2.14% 53.14
Holding (Mauritius) Limited
Godrej Consumer Products -0.08% (5.74) 1.94% 45.49 1.83% 45.49
International (FZCO)
Godrej East Africa Holdings 1.65% 120.23 -1.78% (41.73) -0.75% (1.04) -1.72% (42.77)
Ltd
Godrej Global Mid East FZE 0.16% 11.33 0.52% 12.21 0.49% 12.21
Godrej Hair Care Nigeria 0.00% - 0.00% - 0.00% -
Limited
Godrej Hair Weave Nigeria 0.00% - 0.00% - 0.00% -
Limited
Godrej Holdings (Chile) 5.39% 391.66 0.55% 12.99 0.52% 12.99
Limitada
Godrej Household Products 0.13% 9.67 -0.55% (12.93) -0.52% (12.93)
(Bangladesh) Pvt. Ltd.
Godrej Household Products 0.16% 11.33 -0.22% (5.23) -0.21% (5.23)
(Lanka) Pvt. Ltd.
Godrej Household Insecticide 0.00% - 0.00% - 0.00% -
Nigeria Limited
Godrej IIP Holdings Ltd 12.09% 878.91 2.02% 47.24 1.90% 47.24
Godrej International Trading -0.01% (0.43) 0.00% (0.09) 0.00% (0.09)
Company (Sharjah)
Godrej Mauritius Africa 15.00% 1,090.24 1.74% 40.82 -4.26% (5.90) 1.41% 34.92
Holdings Ltd
Godrej MID East Holdings 12.32% 894.98 1.58% 37.06 1.49% 37.06
Limited
Godrej Netherlands B.V. 6.42% 466.72 11.35% 265.65 10.71% 265.65
Godrej Nigeria Limited 0.50% 36.12 0.49% 11.41 0.46% 11.41
Godrej Peru SAC -0.02% (1.52) -0.05% (1.24) -0.05% (1.24)
Godrej SON Holdings Inc 7.05% 512.26 0.44% 10.19 -3.96% (5.49) 0.19% 4.70
Godrej South Africa Proprietary 1.27% 92.26 -0.44% (10.40) -0.42% (10.40)
Ltd.
Godrej Tanzania Holdings LTD. 1.68% 122.12 -0.10% (2.28) -0.09% (2.28)
Godrej (UK) Ltd 1.40% 101.54 6.67% 156.09 6.29% 156.09
Godrej West Africa Holdings 1.55% 112.77 -0.01% (0.16) -0.01% (0.16)
Ltd.
Hair Credentials Zambia -0.03% (2.13) -0.40% (9.42) -0.38% (9.42)
Limited
Hair Trading (offshore) S. A. L 1.41% 102.61 3.25% 76.16 3.07% 76.16
Indovest Capital 0.01% 0.89 0.00% (0.07) 0.00% (0.07)
Issue Group Brazil Limited 0.01% 0.79 0.01% 0.17 0.01% 0.17
Kinky Group (Pty) Limited 0.22% 15.77 0.39% 9.07 0.37% 9.07
305
Net Assets (i.e. total assets Share in Other comprehensive Share in Total comprehensive
Share in Profit/Loss account
minus total liabilities) income (OCI) income
Name of the Enterprise As % of As % of As % of As % of Total
Amount Amount Amount Amount (` in
consolidated consolidated consolidated Comprehensive
(` in crore) (` in crore) (` in crore) crore)
net assets profits OCI Income
Laboratoria Cuenca S.A 0.61% 44.13 -0.52% (12.17) -0.49% (12.17)
Lorna Nigeria Ltd. 2.56% 185.83 -0.68% (15.92) 0.30% 0.41 -0.63% (15.51)
Old Pro International Inc 1.76% 127.66 0.00% - 0.00% -
Panamar Producciones S.A. 0.02% 1.18 0.00% (0.01) 0.00% (0.01)
PT Ekamas Sarijaya 0.19% 13.89 0.02% 0.55 0.02% 0.55
PT Indomas Susemi Jaya 0.88% 63.88 0.54% 12.65 0.51% 12.65
PT Intrasari Raya 1.17% 85.21 0.54% 12.55 0.51% 12.55
PT Megasari Makmur 13.09% 951.01 10.05% 235.37 3.68% 5.10 9.70% 240.47
PT Sarico Indah 0.15% 10.56 0.01% 0.35 0.01% 0.35
Sigma Hair Industries Limited 0.10% 6.99 -0.30% (6.91) -0.28% (6.91)
Style Industries Uganda 0.00% 0.00 0.00% - 0.00% -
Limited
Strength of Nature LLC 29.81% 2,166.60 1.71% 40.00 1.61% 40.00
Strength of Nature South 0.06% 4.59 0.11% 2.51 0.10% 2.51
Africa Proprietary Limited
Style Industries Limited 2.22% 161.54 -1.94% (45.53) -1.84% (45.53)
Subinite (Pty) Ltd. 0.64% 46.25 0.21% 5.00 0.20% 5.00
Weave Ghana Ltd 0.74% 53.97 0.02% 0.46 0.02% 0.46
Weave IP Holdings Mauritius 0.02% 1.73 0.05% 1.10 0.04% 1.10
Pvt. Ltd.
Weave Mozambique Limitada 2.13% 154.85 -0.22% (5.15) -0.21% (5.15)
Weave Senegal Ltd -0.01% (0.73) -0.40% (9.42) -0.38% (9.42)
Weave Trading Mauritius Pvt. 0.01% 0.61 1.48% 34.56 1.39% 34.56
Ltd.
Godrej Consumers Products 0.00% - 0.00% - 0.00% -
Malaysia Ltd
Adjustment arising out of 105.95% 146.75 5.92% 146.75
consolidation
Associate (Investments as
per Equity method)
Bhabani Blunt Hairdressing - - 0.03% 0.63 0.03% 0.63
Pvt. Ltd.
Eliminations -182.32% (13248.91) -16.75% (392.21) -15.81% (392.21)
Grand Total 100.00% 7266.92 100.00% 2341.53 100.00% 138.51 100.00% 2480.04
* On August 31, 2018, the Group sold 100% equity stake in Godrej Consumer Products (UK) Ltd
306
Integrated Report Statutory Report Financial Statements | Consolidated
307
Country of Ownership interest held by the Ownership interest held by non-
Name of the entity Incorporation Group controlling interest
March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018
Style Industries Limited Kenya 100% 100% - -
Subinite (Pty) Ltd. South Africa 100% 100% - -
Weave Ghana Ltd Ghana 100% 100% - -
Weave IP Holdings Mauritius Pvt. Ltd. Mauritius 100% 100% - -
Weave Mozambique Limitada Mozambique 100% 100% - -
Weave Senegal Ltd Senegal 100% 100% - -
Weave Trading Mauritius Pvt. Ltd. Mauritius 100% 100% - -
Godrej Consumers Products Malaysia Ltd Malaysia 100% 100% - -
Godrej CP Malaysia SDN. BHD Malaysia 100% 100% - -
NOTE 58 : GENERAL
All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest crore as per
the requirements of Schedule III, unless otherwise stated.
As per our report of even date attached For and on behalf of the Board
For B S R & Co. LLP
Chartered Accountants Nisaba Godrej
Firm Regn No. 101248W/W-100022 Executive Chairperson
DIN: 00591503
308
FORM AOC-I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part “A”: Subsidiaries
Integrated Report
4 Charm Industries Limited 09-09-2014 01-Apr-2018 To KES 0.688 0.69 6.78 23.67 16.20 0.00 26.81 0.49 3.15 (2.66) - 100%
31-Mar-2019
5 Canon Chemicals Limited 05-05-2016 01-Apr-2018 To KES 0.688 9.30 57.08 119.21 52.83 0.00 98.13 2.39 0.86 1.53 - 75%*
31-Mar-2019
6 Darling Trading Company 22-01-2015 01-Apr-2018 To USD 69.345 6.93 101.52 142.90 34.45 6.93 75.70 75.75 0.00 75.75 - 90%*
Mauritius Ltd 31-Mar-2019
7 Deciral SA 02-06-2010 01-Apr-2018 To ARS 1.589 9.33 1.09 20.08 9.65 0.00 13.08 (1.78) (0.41) (1.37) - 100%
31-Mar-2019
8 DGH Phase Two Mauritius 09-05-2012 01-Apr-2018 To USD 69.345 241.81 23.82 265.72 0.09 277.19 3.09 2.92 0.40 2.52 - 90%*
31-Mar-2019
9 DGH Tanzania Limited 06-12-2012 01-Apr-2018 To USD 69.345 66.66 (0.78) 65.96 0.08 31.21 0.00 (0.16) 0.00 (0.16) - 100%
31-Mar-2019
10 DGH Uganda 31-01-2017 01-Apr-2018 To UGX 69.345 0.00 (0.23) 0.00 0.23 0.00 0.00 (0.09) 0.00 (0.09) - 51%*
31-Mar-2019
11 Frika Weave (PTY) LTD 06-01-2015 01-Apr-2018 To ZAR 4.738 5.25 (2.49) 2.80 0.04 0.00 0.79 0.67 0.13 0.54 - 100%
31-Mar-2019
12 Godrej Africa Holdings Limited 19-01-2015 01-Apr-2018 To USD 69.345 2230.89 171.91 2402.88 0.08 2402.63 17.33 17.28 0.00 17.28 - 100%
31-Mar-2019
13 Godrej Consumer Holdings 31-03-2010 01-Apr-2018 To USD 69.345 0.18 685.42 685.68 0.08 685.64 0.00 (0.27) 0.00 (0.27) - 100%
(Netherlands) B.V. 31-Mar-2019
14 Godrej Consumer Investments 28-03-2012 01-Apr-2018 To USD 69.345 361.54 (15.95) 345.60 0.01 345.58 0.00 (0.01) 0.00 (0.01) - 100%
Financial Statements | Consolidated
309
310
` Crore
Reporting period Reporting currency
for the subsidiary and Exchange rate
Date when Profit Provision Profit % of
concerned, if as on the last date of Share Reserves Total Total Proposed
subsidiary Investments Turnover before for after share
Sl. different from the the relevant Financial capital & surplus assets Liabilities Dividend
Name of the Subsidiary was acquired taxation taxation taxation holding
No. holding company’s year in the case of
reporting period foreign subsidiaries
Reporting Exchange
Currency rate
17 Godrej Consumer Products 24-03-2010 01-Apr-2018 To USD 69.345 594.70 145.75 743.80 3.35 740.77 0.00 (1.57) 0.00 (1.57) - 100%
Dutch Coöperatief U.A. 31-Mar-2019
18 Godrej Consumer Products 23-04-2010 01-Apr-2018 To USD 69.345 1301.93 284.51 2147.70 561.26 1597.48 76.46 54.37 0.08 54.29 - 100%
Holding (Mauritius) Limited 31-Mar-2019
19 Godrej Consumer Products 28-02-2017 01-Apr-2018 To USD 69.345 6.94 (12.68) 451.35 457.09 0.00 606.70 45.49 0.00 45.49 - 90%*
International (FZCO) 31-Mar-2019
20 Godrej East Africa Holdings Ltd 20-07-2012 01-Apr-2018 To USD 69.345 266.38 (146.15) 1167.43 1047.20 1163.72 1.50 (41.73) 0.00 (41.73) - 100%
31-Mar-2019
21 Godrej Global Mid East FZE 05-07-2011 01-Apr-2018 To AED 18.838 8.64 2.69 38.15 26.83 0.00 89.67 12.21 0.00 12.21 - 100%
31-Mar-2019
22 Godrej Hair Care Nigeria Limited 02-03-2016 01-Apr-2018 To Naira 0.226 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 - 100%
31-Mar-2019
23 Godrej Hair Weave Nigeria 02-03-2016 01-Apr-2018 To Naira 0.226 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 - 100%
Limited 31-Mar-2019
24 Godrej Holdings (Chile) Limitada 29-03-2012 01-Apr-2018 To USD 69.345 345.84 45.82 424.73 33.07 424.64 15.82 12.99 0.00 12.99 - 100%
31-Mar-2019
25 Godrej Household Products 01-04-2010 01-Apr-2018 To Taka 0.823 87.84 (78.17) 35.11 25.44 0.00 61.92 (12.51) 0.42 (12.93) - 100%
(Bangladesh) Pvt. Ltd. 31-Mar-2019
26 Godrej Household Products 01-04-2010 01-Apr-2018 To LKR 0.393 28.23 (16.91) 31.23 19.91 0.00 43.36 (5.16) 0.07 (5.23) - 100%
(Lanka) Pvt. Ltd. 31-Mar-2019
27 Godrej Household Insecticide 12-01-2016 01-Apr-2018 To Naira 0.226 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 - 100%
Nigeria Limited 31-Mar-2019
28 Godrej IIP Holdings Ltd 17-03-2015 01-Apr-2018 To USD 69.345 878.67 0.24 878.98 0.07 878.33 47.15 47.24 0.00 47.24 - 100%
31-Mar-2019
29 Godrej International Trading 01-09-2016 01-Apr-2018 To USD 69.345 0.00 (0.43) 0.03 0.46 0.00 0.00 (0.09) 0.00 (0.09) - 51%*
Company (Sharjah) 31-Mar-2019
30 Godrej Mauritius Africa Holdings 14-03-2011 01-Apr-2018 To USD 69.345 976.13 114.11 2927.74 1837.50 2325.44 81.27 40.82 0.00 40.82 - 100%
Ltd. 31-Mar-2019
31 Godrej MID East Holdings 28-07-2015 01-Apr-2018 To USD 69.345 878.32 16.66 895.57 0.59 0.00 38.77 37.06 0.00 37.06 - 100%
Limited 31-Mar-2019
32 Godrej Netherlands B.V. 19-10-2005 01-Apr-2018 To GBP 90.478 4.23 462.49 466.92 0.20 354.42 268.77 265.65 0.00 265.65 - 100%
31-Mar-2019
33 Godrej Nigeria Limited 26-03-2010 01-Apr-2018 To Naira 0.226 0.34 35.78 96.67 60.56 0.00 156.61 16.28 4.88 11.41 - 100%
31-Mar-2019
34 Godrej Peru SAC 11-04-2017 01-Apr-2018 To ARS 1.589 0.00 (1.53) 21.22 22.74 0.00 16.82 (1.70) (0.46) (1.24) - 100%
31-Mar-2019
` Crore
Reporting period Reporting currency
for the subsidiary and Exchange rate
Date when Profit Provision Profit % of
concerned, if as on the last date of Share Reserves Total Total Proposed
subsidiary Investments Turnover before for after share
Sl. different from the the relevant Financial capital & surplus assets Liabilities Dividend
Name of the Subsidiary was acquired taxation taxation taxation holding
Integrated Report
31-Mar-2019
41 Hair Trading (offshore) S. A. L 23-12-2015 01-Apr-2018 To USD 69.345 0.14 102.48 137.99 35.37 0.00 171.13 76.17 0.00 76.16 - 51%*
31-Mar-2019
42 Indovest Capital 17-03-2010 01-Apr-2018 To USD 69.345 0.08 0.81 1.01 0.12 0.00 0.00 (0.04) 0.03 (0.07) - 100%
31-Mar-2019
43 Issue Group Brazil Limited 23-05-2010 01-Apr-2018 To ARS 1.589 19.55 (18.76) 2.85 2.07 0.00 0.19 0.17 0.00 0.17 - 100%
31-Mar-2019
44 Kinky Group (Pty) Limited 01-04-2008 01-Apr-2018 To ZAR 4.738 0.00 15.77 34.01 18.24 0.00 72.02 7.18 (1.89) 9.07 - 100%
31-Mar-2019
45 Laboratoria Cuenca S.A 02-06-2010 01-Apr-2018 To ARS 1.589 2.47 41.66 131.71 87.59 2.49 182.32 (17.12) (4.95) (12.17) - 100%
31-Mar-2019
46 Lorna Nigeria Ltd. 05-09-2011 01-Apr-2018 To Naira 0.226 124.34 61.49 283.55 97.72 0.00 408.32 (12.67) 3.25 (15.92) - 100%
31-Mar-2019
47 Old Pro International Inc 28-04-2016 01-Apr-2018 To USD 69.345 0.00 127.66 127.66 0.00 0.00 0.00 0.00 0.00 0.00 - 100%
31-Mar-2019
48 Panamar Producciones S.A. 02-06-2010 01-Apr-2018 To ARS 1.589 0.09 1.09 1.18 (0.00) 0.90 0.00 (0.01) 0.00 (0.01) - 100%
31-Mar-2019
49 PT Ekamas Sarijaya 17-05-2010 01-Apr-2018 To IDR 0.005 1.22 12.67 14.20 0.31 0.00 1.46 0.63 0.08 0.55 - 100%
31-Mar-2019
50 PT Indomas Susemi Jaya 17-05-2010 01-Apr-2018 To IDR 0.005 1.40 62.48 70.39 6.51 0.00 44.64 16.40 3.75 12.65 - 100%
31-Mar-2019
51 PT Intrasari Raya 17-05-2010 01-Apr-2018 To IDR 0.005 0.49 84.73 351.63 266.42 0.00 1619.62 17.32 4.77 12.55 - 100%
Financial Statements | Consolidated
31-Mar-2019
52 PT Megasari Makmur 17-05-2010 01-Apr-2018 To IDR 0.005 71.39 879.63 1317.39 366.38 0.00 1353.46 313.75 78.38 235.37 - 100%
31-Mar-2019
311
312
` Crore
Reporting period Reporting currency
for the subsidiary and Exchange rate
Date when Profit Provision Profit % of
concerned, if as on the last date of Share Reserves Total Total Proposed
subsidiary Investments Turnover before for after share
Sl. different from the the relevant Financial capital & surplus assets Liabilities Dividend
Name of the Subsidiary was acquired taxation taxation taxation holding
No. holding company’s year in the case of
reporting period foreign subsidiaries
Reporting Exchange
Currency rate
53 PT Sarico Indah 17-05-2010 01-Apr-2018 To IDR 0.005 3.27 7.29 13.66 3.10 0.00 24.18 0.41 0.06 0.35 - 100%
31-Mar-2019
54 Sigma Hair Industries Limited 19-12-2012 01-Apr-2018 To TZS 0.030 29.33 (22.34) 54.29 47.30 0.00 76.08 (6.67) 0.24 (6.91) - 100%
31-Mar-2019
55 Style Industries Uganda Limited 15-06-2016 01-Apr-2018 To UGX 0.019 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 - 51%*
31-Mar-2019
56 Strength of Nature LLC 28-04-2016 01-Apr-2018 To USD 69.345 0.00 2166.60 2247.22 80.62 31.38 571.77 45.09 5.09 40.00 - 100%
31-Mar-2019
57 Strength of Nature South Africa 28-04-2016 01-Apr-2018 To ZAR 4.738 0.00 4.59 5.20 0.61 0.00 0.35 3.48 0.98 2.51 - 100%
Proprietary Limited 31-Mar-2019
58 Style Industries Limited 01-11-2012 01-Apr-2018 To KES 0.688 0.84 160.70 292.13 130.60 0.00 334.95 (23.15) 22.37 (45.53) - 90%*
31-Mar-2019
59 Subinite (Pty) Ltd. 06-09-2011 01-Apr-2018 To ZAR 4.738 0.00 46.25 255.71 209.46 0.00 451.64 (37.77) (10.23) (27.54) - 90%*
31-Mar-2019
60 Weave Ghana Ltd 16-09-2014 01-Apr-2018 To CEDI 13.465 57.13 (3.16) 80.63 26.65 0.00 112.15 0.46 0.00 0.46 - 100%
31-Mar-2019
61 Weave IP Holdings Mauritius 11-07-2011 01-Apr-2018 To USD 69.345 0.04 1.69 1.86 0.13 0.00 1.68 1.36 0.25 1.10 - 90%*
Pvt. Ltd. 31-Mar-2019
62 Weave Mozambique Limitada 13-10-2011 01-Apr-2018 To MZN 1.094 13.51 141.35 165.90 11.05 0.00 96.00 (6.78) (1.63) (5.15) - 90%*
31-Mar-2019
63 Weave Senegal Ltd 08-04-2016 01-Apr-2018 To XOF 0.119 17.49 (18.23) 13.61 14.34 0.00 6.93 (9.42) 0.00 (9.42) - 100%
31-Mar-2019
64 Weave Trading Mauritius Pvt. 05-07-2011 01-Apr-2018 To USD 69.345 0.01 0.61 0.83 0.22 0.14 34.67 34.56 0.00 34.56 - 51%*
Ltd. 31-Mar-2019
65 Godrej Consumers Products 07-02-2018 01-Apr-2018 To MYR 17.005 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 - 100%
Malaysia Ltd 31-Mar-2019
66 Godrej CP Malaysia SDN. BHD 04-06-2018 04-Jun-2018 To MYR 17.005 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 - 100%
31-Mar-2019
* Financials of subsidiaries, associate and joint venture were considered 100% in consolidated financails statements
Names of subsidiaries which are yet to commence operations:
Godrej Hair Care Nigeria Limited
Godrej Household Insecticide Nigeria Limited
Godrej Hair Weave Nigeria Limited
Godrej Consumers Products Malaysia Limited
Godrej CP Malaysia SDN. BHD
Names of subsidiaries which have been liquidated or sold during the year:
Godrej Consumer Products (UK) Limited
PART “B”: ASSOCIATES AND JOINT VENTURES
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
` Crore
Integrated Report
1. Names of associate or joint venture which are yet to commence operations - NIL
2. Names of associate or joint venture which have been liquidated or sold during the year -
313
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 AGM
NOTICE is hereby given that the SPECIAL BUSINESS 6. Special Resolution for re-
19th ANNUAL GENERAL MEETING To consider and, if thought fit, to pass appointment of Mr. Narendra
(AGM) of the members of GODREJ with or without modification(s) the Ambwani as an Independent
CONSUMER PRODUCTS LIMITED following resolutions: Director of the Company for a
will be held on Thursday, August 1, second term
2019, at 1.30 p.m. at Godrej One, 5. Ordinary Resolution for the
1st Floor Auditorium, Pirojshanagar, ratification of remuneration “RESOLVED THAT pursuant to the
Eastern Express Highway, Vikhroli payable to M/s. P. M. Nanabhoy provisions of Sections 149, 152
(East), Mumbai- 400079 to transact the & Co. (Firm Membership number read with Schedule IV and other
following businesses: 000012), appointed as Cost applicable provisions, if any, of
Auditors of the Company for the the Companies Act, 2013 and any
ORDINARY BUSINESS fiscal year 2019-20 rules made thereunder (including
1. To receive, consider and adopt the any statutory modifications or
audited financial statements (both ‘RESOLVED THAT pursuant to
re-enactment thereof, for the time
standalone and consolidated) of Section 148 and other applicable being in force) (the “Companies
the Company for the financial year provisions, if any, of the Companies Act”) and the SEBI (Listing
ended March 31, 2019 and Report Act, 2013 and the Companies (Audit Obligations and Disclosure
of the Board of Directors and and Auditors) Rules, 2014, M/s. P. M. Requirements) Regulations, 2015
Auditor’s Report thereon; Nanabhoy & Co. (Firm Membership and pursuant to the provisions of
number 000012), Cost Accountants, the Articles of Association of the
2. To confirm the Interim Dividends appointed as Cost Auditors by the Company and subject to such other
paid during fiscal year 2018-19; Board of Directors to audit the cost approvals as may be required,
records of the Company for the fiscal Mr. Narendra Ambwani (DIN:
3. To appoint a Director in place of year 2019-20, be paid a remuneration 00236658), who is appointed as
Mr. Nadir Godrej (DIN: 00066195), of ` 6,39,000/- per annum plus Additional and Independent Director
who retires by rotation, and being applicable taxes and out-of-pocket by the Board of Directors of the
eligible, offers himself for re- expenses that may be incurred. Company and who has submitted
appointment; a declaration that he meets with
RESOLVED FURTHER THAT the
the criteria of independence as
4. To appoint a Director in place of Mr. Board of Directors of the Company provided in Section 149 (6) of
Jamshyd Godrej (DIN: 00076250), be and is hereby authorised to the Companies Act, 2013, be
who retires by rotation, and being perform all such acts and take all and is hereby reappointed as
eligible, offers himself for re- such steps as may be necessary, an Independent Director, for the
appointment; proper or expedient to give effect to second term commencing from July
this resolution’. 28, 2019 till November 14, 2023.
314
7. Special Resolution for re- that he meets with the criteria time Director of the Company to
appointment of Mr. Aman Mehta of independence as provided in hold office from July 1, 2019 till
as an Independent Director of the Section 149 (6) of the Companies September 30, 2022, upon the
Company for a second term Act, 2013, be and is hereby remuneration as may be determined
re-appointed as an Independent and agreed to between the Board of
“RESOLVED THAT pursuant to
Director of the Company, for the Directors and Ms. Nisaba Godrej, on
the provisions of Sections 149, 152 second term commencing from the following terms and conditions:
read with Schedule IV and other September 26, 2019 till September
applicable provisions, if any, of 25 2024.” I. Period of appointment: July 1,
the Companies Act, 2013 and any 2019 to September 30, 2022
rules made thereunder (including 9. Special Resolution for re-
any statutory modifications or appointment of Ms. Ireena Vittal II. Remuneration
re-enactment thereof, for the time as an Independent Director of the
being in force) (the “Companies Company for a second term A. Fixed Compensation
Act”) and SEBI (Listing Obligations Fixed Compensation shall
and Disclosure Requirements) “RESOLVED THAT pursuant to the
include Basic Salary, Company’s
Regulations, 2015 and pursuant provisions of Sections 149, 152 Contribution to Provident Fund and
to the provisions of the Articles of read with Schedule IV and other Gratuity.
Association of the Company and applicable provisions, if any, of
subject to such other approvals the Companies Act, 2013 and any The Basic Salary shall be in the
as may be required and Mr. rules made thereunder (including range of ` 12,50,000 – `18,50,000/-
Aman Mehta (DIN: 00009364) any statutory modifications or per month, payable monthly. The
who has submitted a declaration re-enactment thereof, for the time annual increments will be decided
that he meets with the criteria of being in force) (the “Companies by the Board of Directors and
independence as provided in Section Act”) and SEBI (Listing Obligations will be merit based and take into
149 (6) of the Companies Act, 2013, and Disclosure Requirements) account other relevant factors.
be and is hereby re-appointed as Regulations, 2015 and pursuant
an Independent Director of the to the provisions of the Articles of The Company’s contribution to
Company, for the second term Association of the Company and Gratuity shall be according to the
commencing from September 26, subject to such other approvals as rules of the Company, in force from
2019 till August 31, 2021.” may be required, Ms. Ireena Vittal time-to-time.
(DIN: 05195656) who has submitted
8. Special Resolution for re- a declaration that she meets with B. Variable Compensation
appointment of Dr. Omkar the criteria of independence as Performance Linked Variable
Goswami as an Independent provided in Section 149 (6) of Remuneration (PLVR) relating to the
Director of the Company for a the Companies Act, 2013, be financial years during the period
second term and is hereby re-appointed as of appointment shall be according
an Independent Director of the to the applicable scheme of the
“RESOLVED THAT pursuant to the
Company, for the second term Company or as may be decided by
provisions of Sections 149, 152 commencing from September 26, the Board of Directors.
read with Schedule IV and other 2019 till September 25 2024.”
applicable provisions, if any, of C. Flexible Compensation
the Companies Act, 2013 and any 10. Ordinary Resolution for re- In addition to the fixed
rules made thereunder (including appointment of Ms. Nisaba Godrej compensation and variable
any statutory modifications or as Whole-time Director compensation, Ms. Nisaba
re-enactment thereof, for the time (DIN: 00591503) Godrej will be entitled to the
being in force) (the “Companies following allowances, perquisites,
Act”) and SEBI (Listing Obligations “RESOLVED THAT pursuant to
benefits, facilities and amenities
and Disclosure Requirements) Section 152, 196, 197, and other as per rules of the Company and
Regulations, 2015 and pursuant applicable provisions, if any, of the subject to the relevant provisions
to the provisions of the Articles of Companies Act, 2013 and rules of the Companies Act, 2013
Association of the Company and made thereunder (including any (collectively called “perquisites and
subject to such other approvals statutory modification(s) or re- allowances”).
as may be required, Dr. Omkar enactment(s) thereof), Ms. Nisaba
Goswami (DIN: 00004258) who Godrej (DIN: 00591503) be and is These perquisites and allowances
has submitted a declaration hereby re-appointed as Whole- may be granted to Ms. Nisaba
315
Godrej in such form and manner as allowances as per the policy/ other person from disclosing the
the Board may decide. rules of the Company in force aforesaid information.
and/or as may be approved by
• Housing as per rules of the the Board from time to time If Ms. Nisaba Godrej is guilty of
Company (i.e. unfurnished such inattention to or negligence
residential accommodation as Explanation: in the conduct of the business of
per Company’s rules OR House Perquisites shall be evaluated the Company or of misconduct
Rent Allowance as per Company’s at actual cost or if the cost is or of any other act or omission
rules; not ascertainable, the same inconsistent with her duties
shall be valued as per Income as director or any breach of
• Furnishing at residence as per Tax Rules. these terms, as in the opinion
rules of the Company; of all other Directors renders
III. Overall Remuneration her retirement from the office
• Supplementary Allowance; The aggregate of salary and desirable, the opinion of such
perquisites as specified other Directors shall be final,
• Leave Travel Allowance in above or paid additionally in conclusive and binding on her
accordance with the rules of the accordance with the rules of the and the Company may, by giving
Company; Company in any financial year, thirty days’ notice in writing,
which the Board in its absolute terminate this appointment
• Payment/reimbursement discretion may pay to Ms. and she shall cease to be the
of medical/hospitalisation Nisaba Godrej from time-to- Director of the Company, upon
expenses in accordance with the time, shall not exceed the limits expiration of such notice.
rules of the Company. prescribed from time-to-time
under Section 197 and other In the event of any re-
• Group insurance cover, group applicable provisions of the enactment or re-codification
mediclaim cover in accordance Companies Act, 2013 read with of the Companies Act, 2013
with the rules of the Company; Schedule V to the said Act as or the Income Tax Act, 1961
may for the time being, be or amendments thereto, the
• Payment/reimbursement of in force. foregoing shall continue to
club fees, food vouchers, petrol remain in force and the reference
reimbursement; IV. Minimum Remuneration to various provisions of the
Not withstanding the foregoing, Companies Act, 2013 or the
• Company car with driver where in any financial year Income Tax Act, 1961 shall be
for official use, provision of during the currency of the deemed to be substituted by
telephone(s) at residence; tenure of Ms. Nisaba Godrej, the corresponding provisions of
the Company has no profits or the new Act or the amendments
• Payment/reimbursement of its profits are inadequate, the thereto or the Rules and
telephone expenses; remuneration will be subject to notifications issued thereunder.
the limits specified in Schedule V
• Housing Loan as per rules of the to the Companies Act, 2013. 11. Ordinary Resolution for re-
Company, Contingency Loan as appointment of Mr. Vivek Gambhir
per rules of the Company. These Notes: as Managing Director & CEO
loans shall be subject to Central Ms. Nisaba Godrej shall not, (DIN: 06527810)
Government approval, if any; during the continuance of her
employment or at any time “RESOLVED THAT pursuant to
• Consolidated privilege leave, thereafter, divulge or disclose Section 152, 196, 197, 203 and
on full pay and allowance, not to whomsoever or make any other applicable provisions, if any,
exceeding 30 days in a financial use whatsoever, whether for her of the Companies Act, 2013 and
year. Encashment/accumulation own or for any other purpose rules made thereunder (including
of leave will be permissible other than that of the Company, any statutory modification(s) or
in accordance with the rules any information or knowledge re-enactment(s) thereof), Mr.
specified by the Company. Sick obtained by her during her Vivek Gambhir DIN (06527810)
leave as per the rules of the employment, and it shall be be and is hereby re-appointed as
Company; Ms. Nisaba Godrej’s endeavor, Whole-time Director, designated
during the continuance of her as ‘Managing Director and CEO’
• Such other perquisites and employment, to prevent any of the Company to hold office
316
from July 1, 2019 to September allowances, perquisites, • Consolidated privilege leave,
30, 2022, upon the remuneration benefits, facilities and amenities on full pay and allowance,
as may be determined and agreed as per rules of the Company and not exceeding 30 days in a
to between the Board of Directors subject to the relevant provisions financial year. Encashment/
and Mr. Vivek Gambhir, on the of the Companies Act, 2013 accumulation of leave will be
following terms and conditions: (collectively called “perquisites permissible in accordance
and allowances”). with the rules specified by the
I. Period of appointment: July 1, Company. Sick leave as per
2019 to September 30, 2022 These perquisites and the rules of the Company;
allowances may be granted to
II. Remuneration Mr. Vivek Gambhir in such form • Such other perquisites and
and manner as the Board may allowances as per the policy/
A. Fixed Compensation decide. rules of the Company in force
Fixed Compensation shall and/or s may be approved by
include Basic Salary, Company’s • Housing as per rules of the the Board from time to time.
Contribution to Provident Fund Company (i.e. unfurnished
and Gratuity. residential accommodation Explanation: Perquisites shall
as per Company’s rules OR be evaluated at actual cost or
The Basic Salary shall be in House Rent Allowance as per if the cost is not ascertainable
the range of ` 26,50,000 – ` Company’s rules; the same shall be valued as per
36,75,000/-per month, payable Income Tax Rules.
• Furnishing at residence as
monthly. The annual increments
per rules of the Company; III. Overall Remuneration
will be decided by the Board of
Directors and will be merit based The aggregate of salary and
•
Supplementary allowance;
and take into account other perquisites as specified above or
relevant factors. paid additionally in accordance
• Leave Travel Allowance in
with the rules of the Company
accordance with the rules of
The Company’s contribution in any financial year, which the
the Company;
to Gratuity shall be according Board in its absolute discretion
to the rules of the Company, in may pay to Mr. Gambhir from
•
Payment/reimbursement
force from time-to-time. of medical/hospitalisation time-to-time, shall not exceed
expenses in accordance with the limits prescribed from time-
B. Long term Incentives the rules of the Company; to-time under Section 197 and
(i) Performance Linked Variable other applicable provisions of
Remuneration (PLVR) relating • Group insurance cover, the Companies Act, 2013 read
to the financial years during group mediclaim cover in with Schedule V to the said Act
the period of appointment accordance with the rules of as may for the time being, be in
shall be according to the the Company; force.
applicable scheme of the
Company or as may be •
Payment/reimbursement of IV. Minimum Remuneration
decided by the Board of club fees, food vouchers, Notwithstanding the foregoing,
Directors. petrol reimbursement; where in any financial year
during the currency of the tenure
(ii) Long Term Incentives as may • Company car with driver of Mr. Gambhir, the Company
be approved by the Board of for official use, provision of has no profits or its profits are
Directors. telephone(s) at residence; inadequate, the remuneration
will be subject to the limits
•
Payment/reimbursement of specified in Schedule V to the
(iii) Stock Grants under the
telephone expenses; Companies Act, 2013.
Company’ Employee Stock
Grant Scheme (ESGS).
• Housing Loan as per rules of Notes:
the Company, Contingency
C. Flexible Compensation a) Mr. Gambhir is liable to retire
Loan as per rules of the
In addition to the fixed by rotation. The appointment
Company. These loans
compensation and long term is terminable by giving three
shall be subject to Central
incentives, Mr. Vivek Gambhir months’ notice in writing on
Government approval, if any;
will be entitled to the following either side.
317
b) Mr. Gambhir shall not, 2013 or the Income Tax cent of the total voting share capital
during the continuance Act, 1961 or amendments of the Company provided that such
of his employment or thereto, the foregoing shall a person shall not act as a proxy for
at any time thereafter, continue to remain in force any other person.
divulge or disclose to and the reference to various
whomsoever or make any provisions of the Companies 3. Proxy-holders are requested to
use whatsoever, whether Act, 2013 or the Income Tax carry an Identity Proof at the time of
for his own or for any Act, 1961 shall be deemed attending the meeting.
other purpose other than to be substituted by the
that of the Company, any corresponding provisions 4. Members are requested to bring
information or knowledge of the new Act or the their copy of the Annual Report to
obtained by him during his amendments thereto or the the AGM.
employment, and it shall Rules and notifications issued
be Mr. Gambhir’s endeavor, thereunder. 5. Members are requested to send
during the continuance of in their queries at least a week
his employment, to prevent By Order of the Board of Directors in advance to the Chief Financial
any other person from Officer & Company Secretary at the
disclosing the aforesaid Registered Office of the Company
V Srinivasan
information. to facilitate clarifications during the
Chief Financial Officer & meeting.
Company Secretary
c) If Mr. Gambhir is guilty
Mumbai, June 21, 2019
of such inattention to or 6. The route map for the venue of the
negligence in the conduct meeting has been provided in the
of the business of the Notes: attendance slip.
Company or of misconduct 1. The statement pursuant to Section
or of any other act or 102(1) of the Companies Act, 2013 7. Members are requested to note
omission inconsistent with with respect to the special business that as per Section 124 of the
his duties as director or set out in the Notice is annexed Companies Act, 2013, dividends 7
any breach of these terms, herewith. years from the date of transfer to
as in the opinion of all the Company’s Unpaid Dividend
other Directors renders his 2. A member entitled to attend and vote Account shall be transferred to the
retirement from the office is entitled to appoint a proxy to attend ‘Investor Education and Protection
desirable, the opinion of and on poll, to vote on his/her behalf. Fund’ (IEPF) of the Government.
such other Directors shall be Such a proxy need not be a member Unclaimed Dividends, as per the
final, conclusive and binding of the Company. The enclosed proxy details given in the table below, will
on him, and the Company form should be deposited at the be transferred to the IEPF on the
may, by giving thirty days’ Registered Office of the Company dates mentioned in the table. Those
notice in writing to him, not less than 48 hours before the members who have not, so far,
determine this Agreement commencement of the AGM. encashed these dividend warrants
and he shall cease to be or any subsequent dividend
the Managing Director & A person shall not act as a Proxy for warrants may claim or approach our
CEO of the Company, upon more than 50 members and holding, Registrars, Computech Sharecap
expiration of such notice. in aggregate, not more than 10 per Ltd., 147, M. G. Road, Fort,
cent of the total voting share capital Mumbai 400001 (e-mail: gcpl@
d) In the event of any re- of the Company. However, a single computechsharecap.in) or the
enactment or re-codification person may act as a proxy for a Company for payment thereof.
of the Companies Act, member holding more than 10 per
318
Please note that Section 124(6) be in position to issue Demand shareholders of the Company,
of the Companies Act, 2013 also Drafts for dividends to those holding shares either in physical
provides that all shares in respect shareholders whose Bank account or dematerialised (demat) form,
of which the dividend of last 7 details are not updated. as on the cut-off date, Thursday,
consecutive years has remained July 25, 2019, may cast their
unclaimed, shall also be transferred 9. Details as stipulated under Listing vote electronically.
to the IEPF. Regulations in respect of the
Directors being appointed/re- (ii) The shareholders should log on
Hence, it is in the shareholders’ appointed are attached herewith to to the e-voting website www.
the Notice.
interest to claim any uncashed evotingindia.com.
dividends and for future dividends,
10. E-voting
opt for Electronic Credit of dividend (iii) Click on Shareholders.
so that dividends paid by the
In accordance with the provisions of
Company are credited to the (iv) Enter their User ID
Section 108 of the Companies Act,
investor’s account on time.
2013 and Rule 20 of the Companies
a. For CDSL use the 16-digit
(Management and Administration)
8. The Securities and Exchange Board Rules, 2014, and the Secretarial beneficiary ID,
of India (SEBI) vide its circular dated Standards issued by the Institute
20th April, 2018 has mandated of Company Secretaries of India, b. For NSDL use the
registration of Permanent Account the Company is pleased to provide 8-character DP ID followed
Number (PAN) and Bank Account its members the facility to exercise by a 8-digit Client ID,
Details for all securities holders. their right to vote at the 19th AGM
Members holding shares in physical c. Members holding shares in
through electronic means and
form are therefore, requested to the physical Form should
the business may be transacted
submit their PAN and Bank Account
through the e-voting services enter the Folio Number
Details to Computech Sharecap
provided by the Central Depository registered with the Company.
Limited / Investor Relations
Services Limited (CDSL).
Department of the Company by
(v) Next, enter the Image
sending a duly signed letter along
The instructions for members for Verification as displayed and
with self-attested copy of PAN Card
voting electronically are as follows:- Click on Login.
and original cancelled cheque. The
original cancelled cheque should
bear the name of the Member. (i) The e-voting facility is available (vi) If shareholders hold shares in
Members holding shares in demat from 9.00 a.m. on Sunday, demat form and have previously
form are requested to submit July 28, 2019 to 5.00 p.m. on logged on to www.evotingindia.
the aforesaid information to their Wednesday, July 31, 2019. com and have voted earlier on
respective Depository Participant. The e-voting module shall be a poll of any company, then the
Henceforth, the Company will not disabled by CDSL for voting existing password is to be used.
thereafter. During this period,
• 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 your demat account or in
Details OR the Company records to login.
Date of Birth
(DOB) • If both the details are not recorded with the depository or Company please enter the member ID/folio number in
the Dividend Bank details field as mentioned in instruction (iv).
319
(viii) After entering these details (xv) Once you ‘CONFIRM’ your vote helpdesk.evoting@cdslindia.
appropriately, click on ‘SUBMIT’ tab. on the resolution, you will not be com, and on approval of the
allowed to modify your vote. accounts, they will be able to
(ix) Members holding shares in the cast their vote.
physical form will then directly (xvi) You can also take a print of the
reach the Company selection votes cast by clicking on ‘Click • A scanned copy of the
screen. However, members here to print’ option on the Board Resolution and Power
holding shares in demat form voting page. of Attorney (POA), which
will now reach the ‘Password they have issued in favour of
Creation’ menu, wherein they (xvii) If a demat account holder the Custodian, if any, should
are required to mandatorily enter has forgotten the changed be uploaded in the PDF
their login password in the new password, then enter the User format in the system for the
password field. Kindly note that ID and the image verification scrutiniser to verify
this password is also to be used code and click on ‘FORGOT the same.
by the demat holders for voting for PASSWORD’ and enter the
resolutions of any other company details as prompted by the (xx) In case you have any queries
for which they are eligible to system. or issues regarding e-voting,
vote, provided that the company you may refer the Frequently
opts for e-voting through the (xviii) Shareholders can also cast their Asked Questions (FAQs) and the
CDSL platform. It is strongly vote using CDSL’s mobile app e-voting manual available on
recommended not to share your m-Voting available for android- www.evotingindia.com, under
password with any other person based mobiles. The m-Voting help section or write an email to
and to take utmost care to keep
app can be downloaded from [email protected]
your password confidential.
Google Play Store/Apple Store.
Please follow the instructions Webcast
(x) For members holding shares in
as prompted by the mobile app (xxi) The Company is pleased to
physical form, the details can
while voting on your mobile. provide one-way live webcast
be used only for e-voting on the
of the proceedings of the AGM
resolutions contained in this Notice.
(xix) Note for Non-Individual on August 1, 2019 from 1.30
Shareholders and Custodians p.m. onwards at the web link
(xi) Click on the EVSN for GODREJ
https://www.evotingindia.com
CONSUMER PRODUCTS LIMITED
•
Non-individual shareholders On this page, click on the link
to vote.
(i.e. other than Individuals, Shareholders / Members, the
including HUFs, NRIs, web cast link would be available
(xii) On the voting page, you will see
etc.) and Custodians are adjacent to our EVSN No.
‘RESOLUTION DESCRIPTION’
required to log on to www. 190624010.
and against the same the option
evotingindia.com and register
‘YES/NO’ for voting. Select the
themselves as Corporates. 11. In case of members who are
option YES or NO as desired.
attending the AGM and are
The option YES implies that
you assent to the Resolution • A scanned copy of the entitled to vote but have not
and option NO implies that you Registration Form bearing exercised their right to vote
dissent to the Resolution. the stamp and sign of the electronically, the Executive
entity should be emailed to Chairperson of the Company will
(xiii) Click on the ‘RESOLUTIONS helpdesk.evoting@cdslindia. order a poll on her own motion
FILE LINK’ if you wish to view com. for all businesses specified in the
the entire Resolution details. accompanying Notice. Poll papers
• After receiving the login will be distributed at the meeting
(xiv) After selecting the resolution, details a Compliance User to enable such shareholders
you have decided to vote should be created using the to cast their vote. For clarity,
on, click on ‘SUBMIT’. A admin login and password. please note that the members
confirmation box will be The Compliance User will be who have exercised their right to
displayed. If you wish to confirm able to link the account(s) for vote electronically shall not vote
your vote, click on ‘OK’, else which they wish to vote. by way of poll at the Meeting.
to change your vote, click on The voting rights of the members
‘CANCEL’ and accordingly • The list of accounts linked in shall be in proportion to their
modify your vote. the login should be mailed to shares of the paid-up equity share
320
capital of the Company as on the placed on the Company website are, in any way, concerned with or
cut-off/record date i.e. July 25, www.godrejcp.com within 2 days interested, financially or otherwise, in
2019. The poll process shall be of passing of the resolutions at the said resolution.
conducted and scrutinised and the AGM of the Company and
a report thereon will be prepared communicated to the Stock ITEM 6,7,8 and 9
in accordance with Section 109 Exchanges, where the shares of the Pursuant to the provisions of Section
of the Companies Act, 2013 read Company are listed and traded. 149 of the Companies Act 2013
with the Rules made thereunder. (“Act”) read with the Companies
By Order of the Board of Directors (Appointment and Qualification of
12. Mr. Kalidas Vanjpe, Practising Directors) Rules, 2014, Mr. Narendra
Company Secretary, (Membership V Srinivasan Ambwani was appointed as an
No. FCS 7132) or, failing him, Chief Financial Officer & Independent Director at the Annual
Ms. Bhavana Shewakramani Company Secretary General Meeting of the Company
(Membership No. FCS 8636) has Mumbai, June 21, 2019 held on July 28, 2014 for a period
been appointed as the Scrutiniser of five years from July 28,2014 to
EXPLANATORY STATEMENT
to scrutinise the e-voting process July 27, 2019 (“First Term”). Mr.
PURSUANT TO SECTION 102(1) OF
(including the poll cast by the Aman Mehta, Dr. Omkar Goswami,
THE COMPANIES ACT, 2013
Members at the AGM) in a fair and Ms. Ireena Vittal were appointed
transparent manner. as Independent Directors on the
ITEM 5
Board of the Company by resolution
Pursuant to Section 148 of the
13. The Scrutiniser shall, within a period passed by the shareholders by postal
Companies Act, 2013 and Rule 14 of
not exceeding 3 working days ballot for a period of five years from
the Companies (Audit and Auditors)
from the date of close of e-voting, September 26, 2014 to September
Rules, 2014, the Company is required
unlock the votes in the presence 25, 2019 (“First Term”). Pursuant to
to appoint a Cost Auditor to audit the
of at least two witnesses, not in the provisions of Section 149 of the
cost records for applicable products of
the employment of the Company Act, the above Independent Directors
the Company.
and shall forthwith prepare the of the Company are eligible for re-
Scrutiniser’s Report of the votes appointment for a second term on the
On the recommendation of the Audit
cast in favour of or against, if any, basis of the report of performance
Committee, at its meeting held on May
on the resolutions and submit the evaluation and are not liable to retire
3, 2019, the Board considered and
same to the Executive Chairperson by rotation.
approved the re-appointment of M/s. P.
or the Managing Director & CEO of
M. Nanabhoy & Co., Cost Accountants
the Company. The Company has received a notice in
as the Cost Auditor for the fiscal
writing from a Member of the Company
year 2019-20 at a remuneration of `
14. The results of e-voting and the poll proposing the candidatures of all
6,39,000/- per annum plus applicable
on resolutions shall be aggregated the above Directors for the office of
taxes and reimbursement of out-of-
and declared on or after the AGM Director of the Company.
pocket expenses.
of the Company and the resolutions
will be deemed to be passed on the Accordingly, the Nomination and
The Board of Directors recommend the
AGM date, subject to the receipt of Remuneration Committee of the
Ordinary Resolution as set out in Item
the requisite numbers of votes in Board of Directors, on the basis of
No. 5 of the Notice for the approval of
favour of the resolutions. the report of performance evaluation
the shareholders.
of Independent Directors, has
15. The results declared along with recommended the re-appointment of
None of the Directors, Key Managerial
the Scrutiniser’s Report shall be the Independent Directors as under:
Personnel (KMP), or their relatives
The Board of Directors, on the the background and experience and opinion that it would be beneficial
recommendation of the Nomination contributions made by Independent for the Company to continue Mr.
and Remuneration Committee and Directors during their tenure, is of the Narendra Ambwani, Mr. Aman Mehta,
321
Dr. Omkar Goswami, Ms. Ireena Vittal, is concerned or interested, financially benefits payable to Ms. Nisaba Godrej
as Independent Directors on the or otherwise, in the above resolutions. and Mr. Vivek Gambhir are not being set
Board. Accordingly, it is proposed to out in the explanatory statement and
re-appoint them for the second term as ITEM 10 & 11 the members are requested to refer to
specified above. The Board of Directors at its meeting the same as set out in the body of the
held on May 3, 2019 approved the respective resolutions.
In the opinion of the Board, all the re-appointment of Ms. Nisaba Godrej
above Independent Directors proposed as Whole-time Director and Mr. Vivek The agreements proposed to be
to be reappointed fulfils the conditions Gambhir as Managing Director & entered into with Ms. Nisaba Godrej
specified in the Act and the Listing CEO, for a period from July 1, 2019 for her re-appointment as Whole-time
Regulations and are independent to September 30, 2022, subject to the Director and Mr. Vivek Gambhir for his
of the management. The Board has shareholders’ approval. re-appointment as Managing Director
also received a declaration from the & CEO are available for inspection at
Independent Directors that they meet The Board has also approved the the registered office of the Company
the criteria of independence as provided continuation of Ms. Nisaba Godrej as during business hours on all working
in Section 149(6) of the Act and the Executive Chairperson till March days (Monday to Friday), except public
Regulation 16 of the Listing Regulations. 31, 2020. As per the amendments to holidays, up to the date of the AGM.
the SEBI Listing Regulations scheduled
Accordingly, the Board recommends to come into effect from April 1, 2020, The Board believes that the Company
the passing of the resolutions as top 500 listed companies are mandated will benefit from their professional
mentioned in the item nos. 6, 7, 8 and to ensure that the Chairperson of the expertise and rich experience. Hence,
9 of this Notice. The details of the Board is a Non-Executive Director. the Board recommends the resolution
Directors along with a brief resume is Accordingly, upon the amendment at item no. 10 and 11 to the members
given in the Annexure to the Notice. to the Listing Regulations coming for their approval.
into effect from April 1, 2020 or such
The draft letters of appointment of extended date as may be determined Mr. Adi Godrej, Ms. Tanya Dubash, Mr.
Mr. Aman Mehta, Dr. Omkar Goswami, by SEBI, the Board shall ensure Pirojsha Godrej and Ms. Nisaba Godrej
Ms. Ireena Vittal, Mr. Narendra that the position of Chairperson is herself are interested in the resolution
Ambwani setting out the terms and in compliance with the applicable under item no 10. Mr. Vivek Gambhir is
conditions of appointment are available provisions of the Listing Regulations. interested in the resolution under item
for inspection at the registered office no 11.
of the Company during the business The details of Ms. Nisaba Godrej
hours on all working days (Monday to and Mr. Vivek Gambhir, as required By Order of the Board of Directors
Friday) except public holidays, up to to be given pursuant to the Listing
the date of the AGM. Regulations and Secretarial Standards,
V Srinivasan
are attached to the Notice.
No Director, Key Managerial Personnel Chief Financial Officer &
Company Secretary
or their relatives except the concerned For brevity, the particulars of the
Mumbai, June 21, 2019
Director, to whom the resolution relates, proposed remuneration, perquisites, and
322
Information pursuant to the Listing Regulations and Secretarial Standards with respect to appointment or re-
appointment of Directors
Names of Director Nadir Godrej Jamshyd Godrej Narendra Ambwani
Category Non-Executive Director Non-Executive Director Independent Director
DIN 00066195 00076250 00236658
Date of Birth and Age August 26, 1951 January 24, 1949 November 15, 1948
67 years 70 years 70 years
Qualification B.S Chem Engg (M.I.T, U.S.A), M.S B.S, IIT, Chicago,U.S.A B.Tech. in Electrical Engineering
Chem Engg. (Stanford, U.S.A) from IIT Kanpur, PGDM from IIM
Ahemdabad.
Nature of Expertise/ Industrialist Industrialist Business Strategy Advisor and
Experience Coaching people
Brief Resume Appended at end of this table Appended at end of this table Appended at end of this table
First Appointment on November 29, 2000 March 1, 2001 May 2, 2011
the Board
Terms & Conditions of Re-appointment as a Non-Executive Re-appointment as a Non-Executive Re-appointment as an Independent
Appointment / Director subject to retirement by Director subject to retirement by Director for second term
re-appointment rotation rotation
Last Drawn Last drawn remuneration is given in Last drawn remuneration is given in As a Non-Executive Independent
Remuneration the Corporate Governance Section the Corporate Governance Section Director, he is entitled to sitting
Details along with of the Annual Report. As a Non- of the Annual Report. As a Non- fees for attending meetings of the
remuneration sought to Executive Director, he is entitled to Executive Director, he is entitled to Board/Committee and Commission
be paid sitting fees for attending meetings sitting fees for attending meetings on Profits as may be approved
of the Board/Committee and of the Board/Committee and by the shareholders from time-to
Commission on Profits as may be Commission on Profits as may be time within the limits set out in the
approved by the shareholders from approved by the shareholders from Companies Act, 2013
time-time within the limits set out in time-time within the limits set out in
the Companies Act, 2013. the Companies Act, 2013.
No. of shares held in 63 Nil 3,000
GCPL as at March 31,
2019
Relationship with other Brother of Adi Godrej Not related Not related
Directors/ Manager/
KMP
No. of Board meetings 4 3 4
attended out of 4
meetings held during
the year
Directorship details Listed Public Companies: Listed Public Companies: Listed Public Companies:
Godrej Industries Limited Godrej Consumer Products Limited Godrej Consumer Products Limited
Godrej Consumer Products Limited Godrej Industries Limited Agro Tech Foods Limited
Godrej Agrovet Limited Godrej Agrovet Limited RPG Life Sciences Limited
Godrej Properties Limited Godrej Properties Limited Parag Milk Foods Limited
Astec Lifesciences Limited Public Companies: Public Companies:
Mahindra And Mahindra Limited Godrej & Boyce Mfg. Co. Limited UTV Software Communications
Limited
The Indian Hotels Company Limited
Private Companies: Private Companies:
Private Companies: Illinois Institute of Technology (India) Zeus Career & Performance Coach
Isprava Vesta Private Limited Private Limited Private Limited
Public Companies: Godrej UEP Private Limited Foreign Companies:
Godrej & Boyce Mfg. Co. Limited Foreign Companies: Strength of Nature LLC
Creamline Dairy Products Limited Godrej (Singapore) Pte. Ltd. Godrej Consumer Products Holding
Godrej Tyson Foods Limited Godrej (Vietnam) Company Ltd. (Mauritius ) Limited
Foreign Companies: Godrej & Khimji (Middle East) LLC Godrej Africa Holdings Limited
Godrej International Limited Urban Electric Power Inc.
ACI Godrej Agrovet Private Limited Singapore-India Partnership
Others: Foundation, Singapore
323
Names of Director Nadir Godrej Jamshyd Godrej Narendra Ambwani
Others:
Breach Candy Hospital Trust
Singapore-India Partnership
Foundation, India
Shakti Sustainable Energy
Foundation
Raptor Research and Conservation
Foundation
Indian Machine Tool Manufacturers
Association
Godrej & Boyce Enterprise LLP
JNG Enterprise LLP
RKN Enterprise LLP
Committee Positions Member: Member: Member:
324
Names of Director Omkar Goswami Aman Mehta Ireena Vittal
Category Independent Director Independent Director Independent Director
DIN 00004258 00009364 05195656
Date of Birth and Age August 29, 1956 September 1, 1946 October 2, 1968
62 years 72 years 50 years
Qualification D. Phil (Ph.D) in Economics, B.A (Hons) Economics MBA from IIM Calcutta
University of Oxford, 1982
Nature of Expertise/ Economist and Corporate Finance Understanding of Indian Consumers
Experience Consultant; Finance: Corporate & winning business models in
Governance; Macroeconomics emerging markets, expertise in
Indian Agriculture and Urban Space
Brief Resume Appended at end of this table Appended at end of this table Appended at end of this table
First Appointment on June 18, 2008 April 26, 2006 April 30, 2013
the Board
Terms & Conditions of Re-appointment as an Independent Re-appointment as an Independent Re-appointment as an Independent
Appointment/ Director for second term Director for second term Director for second term
re-appointment
Last Drawn As a Non-Executive Independent As a Non-Executive Independent As a Non-Executive Independent
Remuneration Director, he is entitled to sitting Director, he is entitled to sitting Director, he is entitled to sitting
Details along with fees for attending meetings of the fees for attending meetings of the fees for attending meetings of the
remuneration sought to Board/Committee and Commission Board/Committee and Commission Board/Committee and Commission
be paid on Profits as may be approved on Profits as may be approved on Profits as may be approved
by the shareholders from time-to by the shareholders from time-to by the shareholders from time-to
time within the limits set out in the time within the limits set out in the time within the limits set out in the
Companies Act, 2013 Companies Act, 2013 Companies Act, 2013
No. of shares held in Nil Nil Nil
GCPL as at
March 31, 2019
Relationship with other Not related Not related Not related
Directors/ Manager/
KMP
No. of Board meetings 3 4 4
attended out of 4
meetings held during
the year
Directorship details Listed Public Companies: Listed Public Companies: Listed Public Companies:
Godrej Consumer Products Limited Godrej Consumer Products Limited Godrej Consumer Products Limited
Dr. Reddy’s Laboratories Ltd Wockhardt Limited Titan Company Limited
CG Power And Industrial Solutions Tata Consultancy Services Limited The Indian Hotels Company Limited
Limited Tata Steel Limited Wipro Limited
Ambuja Cements Limited Max Financial Services Limited Housing Development Finance
Bajaj Finance Limited Vedanta Limited Corporation Limited
Hindustan Construction Company Foreign Companies: Foreign Companies:
Limited Compass Plc., a FTSE 30 company
Vedanta Resources Plc, UK
Bajaj Auto Limited Others (Section 8 Companies)
PCCW Ltd, Hongkong
Private Companies: Vidhi Centre for Legal Policy
HKT Limited, Hong Kong
CERG Advisory Private Limited Foundation To Educate Girls
Public Companies: Globally
Max Healthcare Institute Limited Jal Seva Charitable Foundation
Committee Positions Member: Member: Member:
Stakeholders’ Relationship Audit Committee: Audit Committee:
Committee: Wockhardt Limited Godrej Consumer Products Limited
Ambuja Cements Limited- Tata Steel Limited Titan Company Limited
Bajaj Auto Ltd. Max Financial Services Limited Wipro Limited
Audit Committee: Vedanta Limited The Indian Hotels Company Limited
CG Power and Industrial Solutions Stakeholders’ Relationship Housing Development Finance
Ltd. Committee: Corporation Limited
Bajaj Finance Limited Wockhardt Limited Stakeholders’ Relationship
Dr. Reddy’s Laboratories Ltd Nomination & Remuneration Committee:
Bajaj Auto Ltd. Committee: Wipro Limited
Godrej Consumer Products Limited Godrej Consumer Products Limited
Max Financial Services Limited
325
Names of Director Omkar Goswami Aman Mehta Ireena Vittal
Nomination & Remuneration Corporate Social Responsibility Nomination & Remuneration
Committee: Committee: Committee:
Godrej Consumer Products Limited Vedanta Limited Godrej Consumer Products Limited
Risk Management Committee Chairman: Chairperson:
CG Power and Industrial Solutions Audit Committee: NIL
Ltd Tata Consultancy Services Limited
Chairman: Godrej Consumer Products Limited
Risk Management Committee: Nomination & Remuneration
Godrej Consumer Products Limited Committee:
Tata Consultancy Services Limited
Vedanta Limited
Corporate Social Responsibility
Committee:
Max Financial Services Limited
326
Names of Director Nisaba Godrej Vivek Gambhir
Other (Firm, LLP, Body Corporate, AOP, BOI)
Harvard Business School Club of India
Home Insect Control Association
Committee Positions Member: Member:
Risk Management Committee: Stakeholders’ Relationship Committee:
Godrej Consumer Products Limited Godrej Consumer Products Limited
Corporate Social Responsibility Committee: Audit Committee:
Godrej Seeds & Genetics Limited Metropolis Healthcare Limited
Godrej Consumer Products Limited Corporate Social Responsibility Committee:
Nomination & Remuneration Committee: Godrej Consumer Products Limited
Godrej Agrovet limited Risk Management Committee:
Chairperson: Godrej Consumer Products Limited
NIL Chairman:
Nomination & Remuneration Committee:
Metropolis Healthcare Limited
Corporate Social Responsibility Committee:
Metropolis Healthcare Limited
Stakeholders’ Relationship Committee:
Metropolis Healthcare Limited
BRIEF RESUME OF THE DIRECTORS Centre. The Centre is housed in a Ocean and in the Mediterranean Sea.
PROPOSED TO BE APPOINTED/RE- LEED Platinum demonstration building The President of India conferred on
APPOINTED:
which is the first green building in India Jamshyd Godrej the “Padma Bhushan”
and the greenest building in the world on 3rd April 2003.
Nadir Godrej
at the time when it was rated. The
Nadir is a veteran of the Indian industry,
Green Business Centre is a Centre of Narendra Ambwani
Nadir has played an important role in
Excellence for green buildings, energy Narendra Ambwani is a professionally
developing the animal feed, agricultural
efficiency, energy conservation, non- trained executive coach and business
input and chemicals businesses
conventional energy sources, water advisor. He brings with him experience
owned by Godrej. His active interest
policy, water conservation, etc. of over 34 years of work with
in research related to these areas has
renowned multi-national Johnson &
resulted in several patents in the field of
He is the Chairman of Godrej and Boyce Johnson. He was Managing Director
agricultural chemicals and surfactants.
Mfg. Co. Ltd. which manufactures in Indonesia for 5 years followed by
and markets refrigerators; washing appointment as MD in India in 1995.
With his tremendous experience and
machines; air conditioners; office He completed his corporate career
expertise, Nadir has also contributed
furniture; home furniture; security in April 2009. Narendra serves on
to the development of a variety of
equipment for banks (such as safes, boards of leading corporates in India
industries by participating keenly in
strong room doors, bank lockers, etc.) and acts as business strategy advisor.
industry bodies such as the Compound
and for commercial establishments and Narendra Ambwani had a career of 34
Livestock Feed Manufacturers
homes; locks and latches, forklift trucks years with Johnson & Johnson, out of
Association of India, Indian Chemical
and warehousing equipment; process which 20 years as Managing Director
Manufacturers Association, and Oil
equipment for chemical, petrochemical, in Indonesia and India. Currently,
Technologists’ Association of India.
refineries and allied industries; precision he serves on the boards of Godrej
Currently, Nadir is the President of
tools for sheet metal, zinc, aluminium; Consumer Products, Agro. Tech.
Alliance Française de Bombay. For his
real estate development. Foods, RPG Life sciences, Parag Milk
contribution to Indo-French relations,
Foods, Disney UTV and Indian Society
the French Government has honoured
The Godrej group are leaders in home of Advertisers.
him with the awards of “Chevalier
appliances, consumer durables,
de l’Ordre National du Mérite” and
office equipment, industrial products, He also mentors and guides CXO level
“Chevalier de la Légion d’Honneur”.
consumer products and services. leaders to successfully handle their
Jamshyd Godrej is an ardent yachting multiple challenges. Narendra brings with
Jamshyd Godrej
enthusiast and has done extensive him outstanding marketing and general
Jamshyd Godrej is the Chairman of the
cruising along the west coast of India, management experience to the board.
CII Sohrabji Godrej Green Business
the Baltic & North Sea, the Atlantic During his long stint with world renowned
327
multinational Johnson &Johnson ,he • Strategic profiling of countries, Nisaba is passionate about identifying
was responsible for developing strong regions and international institutions and developing the talent required
leadership brands such as Johnson for clients. for the Godrej Group’s future growth.
Baby, Stayfree and Band-Aid. Through her oversight of the Group
• Research, surveys and analytical HR function for Godrej Industries and
Aman Mehta work for governments, companies, associate companies, she has made
Aman Mehta has over 35 years of banks, investors, international Godrej a more meritocratic and highly
experience in various positions with multilateral institutions and NGOs. performance driven organisation, while
the HSBC Group. He was the Manager, keeping the Group’s values front and
• International and national center. She has also spearheaded
Corporate Planning at HSBC’s
workshops, conferences and the Group’s Good & Green agenda to
headquarters in Hong Kong.
roundtables on focussed drive more inclusive and sustainable
policy areas. growth. Her previous assignments
He was the Chairman and Chief
Executive Officer of HSBC USA Inc., within the Godrej Group have included
Ireena Vittal the successful turnaround of Godrej
the New York-based arm of HSBC
Ireena Vittal is among India’s most Agrovet and the creation of a Group
Holdings plc which oversaw HSBC
respected consultant and advisor. strategy function to oversee the
group companies in the Americas,
She was a partner with McKinsey & Group’s portfolio. In addition to GCPL,
before being appointed as Deputy
Co. for 16 years where she served Nisaba is on the Board of Directors
Chairman of HSBC Bank Middle East,
global companies on issues of growth of Godrej Agrovet and Teach For
based in Dubai with responsibility for
and sustainable scale up. She has India. She is passionate about girls’
the Group’s operations in the Middle
co-authored several studies relating to education, the human mind, design,
East region.
agriculture and urbanization and served trekking and equestrian sports.
government and public institutions to
Aman was re-appointed General
design and implement solutions core to Vivek Gambhir
Manager International of the Hong Kong
India’s development in the same areas Vivek was the key architect of
and Shanghai Banking Corporation
of inclusive urban development and GCPL’s 3 by 3 strategy and has been
in February 1998, Executive Director
sustainable rural growth. Earlier, she instrumental in driving the company’s
International in May 1998 and Chief
worked with Nestle and MaxTouch. She efforts to become a leading emerging
Executive Officer in January 1999. Aman
serves on boards including IHCL, Titan, markets FMCG leader. He joined
also became Chairman of HSBC Bank
Godrej Consumer, HDFC and Wipro Godrej Industries in 2009 as Chief
Malaysia Berhad on January 1, 1999
and non- profits such as VIdhi Legal, Strategy Officer responsible for guiding
and a Director of HSBC Bank
Wateraid, Educate Girls among others. overall Group strategy, conducting
Australia Limited.
She holds a B.Sc. in Electronics and a portfolio analysis and driving special
PGDM from IIM, Calcutta. projects. He helped define the CREATE
Omkar Goswami
portfolio approach and the 10X10
Omkar Goswami is the Founder and
Nisaba Godrej objective for the Group.
Chairman of CERG Advisory Private
Nisaba has been a key architect of
Limited. CERG is the acronym for the Prior to joining the Godrej Group, Vivek
GCPL’s strategy and transformation in
Corporate and Economic Research was a partner at Bain & Company,
the last decade. In 2007, she initiated
Group. Its objectives are to use Indian one of the world’s leading business
and led Project Leapfrog, which created
as well as international resources to consulting firms. He worked with Bain
a playbook for GCPL to accelerate
provide best in class: in Boston, Singapore and New Delhi.
domestic organic growth through
He was a founding member of Bain’s
innovation and consolidation, and to
• Corporate advisory and consulting consulting operations in India and led
become a more global company by
services for companies and the firm’s FMCG practice in India.
investing in emerging markets outside
industries in India & abroad.
of India. Over the last ten years, GCPL’s
Vivek is an Independent Director on
• Research and analytics on markets, market capitalisation has increased
the Boards of Metropolis Healthcare
industries and businesses. twenty-fold - from ` 3,000 crore to
Limited and Samast Technologies
` 60,000 crore. Under Nisaba’s
Private Limited. He serves as President
• Economic and policy analyses of leadership, GCPL has developed a
of the Harvard Business School club in
different markets, regions, countries, very strong, engaged and ambitious
India and is an advisor to the Kailash
industries, as well as trade, team, and is consistently ranked as
Satyarthi Children’s Foundation. Vivek
monetary, fiscal and exchange a great place to work. She has also
also writes a weekly blog on leadership
rate regimes. institutionalised design driven thinking
called ‘Monday-8AM’ (www.monday-
and directly leads product development.
8am.com)
328
NOTES
NOTES
NOTES
NOTES
PROXY FORM
(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies
(Management and Administration) Rules, 2014
DP ID:
I/We being the holders of shares of the above named Company hereby appoint
Name
Address
Or failing him
Name
Address
Or failing him
Name
Address
as my/our proxy, whose signature is appended overleaf, to attend and vote (on a poll) for me/us on my/our behalf in respect of
such resolutions as are indicated below, at the 19th AGM of the Company to be held on Thursday, August 1, 2019, at Godrej
One, 1st Floor Auditorium, Pirojshanagar, Eastern Express Highway, Vikhroli East, Mumbai - 400079.
P.T.O.
Resolution No. Vote
Resolution For Against Abstain
Ordinary Business
1. To receive, consider and adopt the audited financial statements (both standalone and
consolidated) of the Company for the financial year ended March 31, 2019 and Report of
the Board of Directors and Auditor’s Report thereon.
2. To confirm the Interim Dividends paid during fiscal year 2018-19.
3. To appoint a Director in place of Mr. Nadir Godrej (DIN: 00066195), who retires by
rotation, and being eligible, offers himself for re-appointment.
4. To appoint a Director in place of Mr. Jamshyd Godrej (DIN: 00076250) who retires by
rotation, and being eligible, offers himself for re-appointment.
Special Business
5. Ratification of remuneration payable to M/s. P. M. Nanabhoy & Co., appointed as Cost
Auditors of the Company for fiscal year 2019-20.
6. To re-appoint Mr. Narendra Ambwani (DIN: 00236658) as an Independent Director of the
Company for a second term from July 28, 2019 to November 14, 2023.
7. To re-appoint Mr. Aman Mehta DIN: (00009364) as an Independent Director of the
Company for a second term September 26, 2019 to August 31, 2021.
8. To re-appoint Dr. Omkar Goswami (DIN: 00004258) as an Independent Director of the
Company for a second term from September 26, 2019 to September 25, 2024.
9. To re-appoint Ms. Ireena Vittal DIN: (05195656) as an Independent Director of the
Company for a second term from September 26, 2019 to September 25, 2024.
10. To re-appoint Ms. Nisaba Godrej (DIN: 00591503) as Whole-time Director for the period
from July 1, 2019 to September 30, 2022.
11. To re-appoint Mr. Vivek Gambhir (DIN: 06527810) as Managing Director & CEO July 1,
2019 to September 30, 2022.
Affix revenue
stamp of not
less than ` 1/-
Signature of First Proxy Holder Signature of Second Proxy Holder Signature of Third Proxy Holder
Notes:
1. This form, in order to be effective, should be duly stamped, signed, completed, and deposited at the Registered Office of
the Company, not less than 48 hours before the meeting.
2. It is optional to indicate your preference. If you leave the for, against, or abstain column blank against any or all resolutions,
your proxy will be entitled to vote in the manner as he/she may deem appropriate.
3. Members are requested to note that a person can act as proxy on behalf of not more than 50 members and holding in
aggregate not more than 10 percent of the total share capital of the Company carrying voting rights. In case a proxy is
proposed to be appointed by a member holding more than 10 per cent of the total share capital of the Company carrying
voting rights, then such person shall not act as a proxy for any other member.
ATTENDANCE SLIP
GODREJ CONSUMER PRODUCTS LIMITED
Registered Office: Godrej One, 4th Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (East),
Mumbai - 400079 CIN: L24246MH2000PLC129806
I hereby record my presence at the 19th Annual General Meeting of the Company on Thursday, August 1, 2019, at 1.30 p.m. at
Godrej One, 1st Floor Auditorium, Pirojshanagar, Eastern Express Highway, Vikhroli East, Mumbai - 400079.
Note:
1. Please fill up the attendance slip and hand it over at the entrance of the meeting hall. Members are requested to bring
their copies of the Annual Report at the AGM.
Godrej One
1 st Floor Auditorium
Pirojshanagar
Eastern Express Highway
Vikhroli (E), Mumbai- 400 079.