Rights of Shareholders- Information is communicated to investors and shareholders through

meetings and calls. There are also roadshows and grievance forums for them. Following are the
major concerns which they influence through their participation- Profitability and growth, focus on
carbon emission, renewable and clean energy, air pollution Technology, product and process
innovation, and Embed sustainability in supply chain.

Responsibility for stakeholders

Management Responsibility- The Compliance of conditions of Corporate Governance is the

responsibility of the Company’s Management including the preparation and maintenance of all
relevant supporting records and documents.

Directors’ (BoD) responsibilities-

 In the preparation of annual accounts, the applicable accounting standards have been
followed and no material departures have been made from the same.
 They have selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the fiscal year and of the profit of the
Company for that period.
 They have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
 They have prepared the annual accounts on a going concern basis.
 They have laid down internal financial controls to be followed by the Company, and such
internal financial controls are adequate and operating effectively.
 They have devised a proper system to ensure compliance with the provisions of all
applicable laws, and this system is adequate and operating effectively.

Disclosures

Key financial ratios- It highlights the major ratios which is used to evaluate the performance of the
company in comparison to the previous year. It also mentions the reason for change in the ratios.

Internal control systems and their adequacy- Aim being to ensure that all assets are safeguarded and
protected against loss from unauthorised use or disposition and that transactions are authorised,
recorded, and reported correctly.

Board Composition

The Board of directors consist of 13 members in total. Out of which 7 are independent directors and
4 are non- executive directors who are eminent professionals from diverse fields, with expertise in
finance, information systems, marketing, and corporate strategy. None of the Independent Directors
have had any material association with the Godrej Group in the past.

Since the chairperson is Executive, the independent directors are clearly more than 50%. Nisaba
Godrej is the Chairperson and the managing director of the company. She is the daughter of Adi
Godrej who is the chairman of the Godrej group.

Mr Vivek Gambhir was the Managing Director & CEO till June 30, 2020 and Whole-time Director till
September 30, 2020. He ceased to be a director thereafter.
There are five women in total sitting on the board including the MD and chairperson Nisaba Godrej.
Three of them are independent directors and one is non- executive director.

There are multiple committees in the board and every member in the BoD is at least a part of one or
more committee. There is also a chairman committee. There are 6 people in total in the committee,
out of which 3 of them come from Godrej family.

BoD procedure

Board Meetings- Five Board meetings were held during the year. Board meetings were held on May
13, 2020, June 9, 2020, Aug 4, 2020, Nov 5, 2020 and Feb 8, 2021.

Fees/ compensation to NED - Following are the details of renumeration of non- executive directors.
All figures are in crores.

Name Sitting Commission on Total

fees profits
Jamshyd Godrej 0.05 0.20 0.25
Nadir Godrej 0.06 0.20 0.26
Tanya Dubash 0.05 0.20 0.25
Pirojsha Godrej 0.05 0.20 0.25
Narendra 0.07 0.35 0.42
Ambwani
Pippa Armerding 0.07 0.35 0.42
Omkar goswami 0.07 0.35 0.42
Ndidi Nwuneli 0.07 0.35 0.42
Aman Mehta 0.07 0.35 0.42
Sumeet Narang 0 0 0
Ireena Vittal 0.07 0.35 0.42

The shareholders have authorised the payment of commissions on profits to Non-Executive

Directors at a rate not exceeding 1 per cent of net profits of the Company with authority to the
Board to determine the manner and proportion in which the amount is distributed among the Non-
Executive Directors. The Board has authorised a base commission of ` 20 lakhs per annum to each
Non-Executive Director. All the Independent Directors are paid an additional commission linked to
their attendance at Audit Committee meetings, Nomination and Remuneration Committee meeting,
and Independent Directors’ meeting. In addition, all the Non-Executive Directors are paid sitting fees
for attending the meetings of the Board or Committees thereof.

Mr Sumeet Narang has voluntarily waived the remuneration receivable from the Company.

Talent Management and Succession Planning- Company has the talent management process in
place with an objective of developing a robust talent pipeline for the organisation, which includes
the senior leadership team. As part of the talent process, they identify critical positions and assess
the succession coverage for them annually. During this process, they also review the supply of talent,
identify high-potential employees, and plan talent actions to meet the organisation’s talent
objectives. They continue to deploy leadership development initiatives to build succession for key
roles.
Risk management- There is a separate committee which deals with it. The Risk management
Committee of the Company has been entrusted by the Board with the responsibility of identification
and mitigation plans for the ‘Risks that Matter’.

Employee Stock option- The Company has a stock option scheme named as ‘Employee Stock Grant
Scheme, 2011’. The number and the resulting value of stock grants to be given to eligible employees
are decided by the Nomination and Remuneration Committee, which are based on the closing
market price on the date of the grants.

Date of shareholders’ approval for the options granted under the scheme- March 18, 2011

Total number of options approved for grants under the Scheme- 25,00,000

Compliance report card- There has not been any non- compliance of mandatory requirements,
expected of the Company. No penalties or strictures were imposed on the Company by the stock
exchanges, SEBI, or any statutory authority for matters related to capital markets during the last 3
years.

Audit Committee

There is total 8 members in the Audit Committee of the company, out of which 7 are independent
directors and one of them is non- executive director. Four Audit committee meetings were held
during the year. They were held on May 13, 2020, Aug 4, 2020, Nov 5, 2020 and Feb 8, 2021. All of
them are financially literate and have subject matter expertise of different domains. Aman Mehta is
the chairman of the committee.

With a view to establish a mechanism for protecting employees reporting unethical behaviour,
frauds, or violation of the Company’s Code of Conduct, the Board of Directors have adopted a
Whistle Blower Policy. No person has been denied access to the Audit Committee.

Nomination and Remuneration Committee (NRC)

The Company has also formed a Nomination and Remuneration Committee in accordance with
Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, which looks
after the appointment, remuneration, and performance evaluation of Directors.

There are in total 7 members in the Nomination and Remuneration Committee (NRC). All of them
are independent directors with one of them being Lead Independent director. Narendra Ambwani is
the chairman of the committee.

There were 4 meetings held in total on the given dates- May 13, 2020, June 9, 2020, Aug 4, 2020 and
Feb 8, 2021.

The Nomination and Remuneration Committee evaluates the candidature of a new director in line
with the Board Diversity Policy and the aforementioned skill sets and makes suitable
recommendation to the Board for final approval. The appointment of all Directors is also subject to
shareholders’ approval.
Stakeholders Relationship Committee

Total strength of the committee is 5. With 1 of them being independent director and the other 4
being non- independent directors. Nadir Godrej is the chairman of the committee. He is a non-
executive director. There was a single meeting held by the committee in the financial year 20-21 on
November 5, 2020.

Risk Management Committee (RMC)

Total strength of the committee is 5. With 1 of them being independent director, 2 being non-
independent directors, and 2 being a member of the Senior management in the committee. Omkar
Goswami is the chairman of the committee. He is also an independent director. There were 2
meetings held by the committee in the financial year of 20-21 on Nov 3, 2020 and March 26, 2021.

Vigil mechanism

Company has adopted a Whistle Blower Policy as a part of its vigil mechanism. The purpose of the
policy is to enable any person (employees, customers, or vendors) to raise concerns regarding
unacceptable improper practices and/or any unethical practices in the organisation without the
knowledge of the management.

Mr V Swaminathan, Head Corporate Audit and Assurance, has been appointed as the ‘Whistle
Blowing Officer’, and his contact details have been mentioned in the policy. Furthermore, employees
are free to communicate their complaints directly to the Chairman/Member of the Audit Committee.

Related party transactions

Granting omnibus approval for related party transactions not exceeding ` 1 crore per transaction in a
financial year. During fiscal year2020-21, there were no materially significant related party
transactions; that is, transactions of the Company of material nature with bodies including its
subsidiaries, promoters, directors, management, and relatives, which may have potential conflict
with the interests of the Company at large.

The Materiality study was carried out in fiscal year 2019-20.

Subsidiary of listed entity

Following are the subsidiary companies- Godrej Netherlands B.V., Godrej South Africa ltd., Godrej
consumer products holding ltd., Godrej household products Lanka ltd., Godrej consumer products
(Bangladesh) ltd., Godrej Mauritius holding ltd., Godrej east Africa holdings ltd., Godrej Tanzania
holdings ltd., Godrej SON holdings INC.

Bhabhani Blunt Hairdressing Pvt Ltd. Is the Associate company.

Independent Directors

All the Independent Directors have given their declaration confirming that they meet the criteria of
independence as prescribed under the provisions the Companies Act, 2013.

During the year the Independent Directors were familiarised with the Annual Operating Plan for the
fiscal year 2020-21. Additionally, at all the Board meetings, detailed presentations covering business
performance and financial updates were made.
The performance evaluation criteria for Independent Directors included a check on their fulfilment
of the independence criteria and their independence from the management.

Management Discussion and Analysis Report

Risks Opportunities
Compliance and Have the highest levels of statutory compliance and
regulatory changes ensure all regulations and laws of the land are adhered
and emerging to. Further, the Legal and Audit teams are in constant
regulations communication with key government departments and
industry bodies to keep track of new and emerging
regulations.
Supply chain risk initiated projects related to Industry 4.0 and are making
future-ready investments to ramp up our different
processes. Aim being to build win-win relationships
with all our partners.
Competitive risks centred their growth strategy around emerging markets
and the emergent consuming class in them. They have
ramped their go-to-market and digital strategies and
our reach to go deeper and improve penetration.
Labour risks Fostering an inspiring workplace with an agile and high-
performance culture to attract, develop, and retain the
best global talent. Adopted best-in-class, globally
acclaimed people policies and processes, which
celebrate diversity and inclusion.

A broad emerging markets portfolio

 India- 56%
 Indonesia- 16%
 Africa, USA and Middle east- 23%
 Others- 5%

Category Salience

 Personal Wash- 20%

 Hair care- 31%
 Household insecticides- 30%
 Air care- 6%
 Others- 13%

They have three core categories: household insecticides, personal wash, and hair care. Air care,
which we forayed into a few years ago in India, has now become the fourth global category for us.