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Godrej Consumer Products Ltd.

BSE: 532424 Sector: Consumer
NSE: GODREJCP ISIN Code: INE102D01028
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P/E 73.83
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OPEN 930.90
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VOLUME 60089
52-Week high 1083.65
52-Week low 642.78
P/E 73.83
Mkt Cap.(Rs cr) 62,322
Buy Price 0.00
Buy Qty 0.00
Sell Price 914.00
Sell Qty 600.00

Godrej Consumer Products Ltd. (GODREJCP) - Director Report

Company director report

Your Directors with pleasure present their Report along with the Audited Accounts forthe year ended March 31 2016.

1. Review of Operations

This year too your Company has continued to grow ahead of the overall FMCG sector_aswell as the home and personal care categories that it participates in despite achallenging macro environment.

Godrej Consumer Products Limited’s (‘GCPL’) expanding footprintis driven by a focused 33 strategy – a presence in three business_categories(personal care hair care and home care) across three geographies (Asia Africa andLatin_America).

Despite challenges across geographies_its businesses have performed well with theCompany’s salience of international revenues at 47%._During the year GCPL’sconsolidated sales increased by 11% and EBITDA by 21% in organic constant currency terms.India business net sales increased by 9% driven by 11% volume growth.

In our international business our sales growth of 14% in organic constant currencyterms was led by strong growth in Africa and Latin America. The standalone net profitgrew by 13% at Rs_740_crore as compared with previous year net profit of Rs_654_crore andthe consolidated net profit grew by 23% at_Rs_1119_crore as compared with previous yearnet profit of Rs_907_crore.

GCPL’s focus has been to accelerate innovation and back new products with strongmarketing_investments. In the past year GCPL made several new launches in the domesticand international_businesses which are expected to further enhance the company’scompetitiveness improve the brand equity and drive increased penetration andconsumption. More than 40% of GCPL’s growth now comes_from new products andrenovations. It was also the highest ranked Indian company (at number_24) on Forbes’list of the ‘World’s 100 Most Innovative Growth Companies 2015’ for thesecond_year in a row.

Today GCPL is one of the largest household and personal care companies in India; theleader in_hair colour household insecticides and liquid detergents and the number 2player in toilet soaps_and air care. Significant marketing investments have drivenhigher_consumption and penetration across the board. GCPL’s superior global supplychain and future ready_sales organisation leverage the latest technology for sharperexecution and better decision_making thus strengthening market positions.

It was ranked the number 1 FMCG company to work for in the ‘Great Place toWork-Best_Workplaces in India 2015’ list; its twelfth consecutive year on the list.It was also ranked number 9_on the ‘Great Place to Work - Best Workplaces in Asia2016’ list and ranked among the top 25 ‘Aon_Hewitt Best Employers in India -2016’ survey’.

Your Company’s financial performance for the year under review is summarisedbelow:

Financials Figures in Rs (Crore)
Abridged Profit and Loss Statement Consolidated Standalone
FY 2015-16 FY 2014-15 FY 2015-16 FY 2014-15
Net Sales 8957.15 8242.20 4748.19 4369.25
Other Operating Income 10.66 34.16 63.38 60.55
Total Income from Operations 8967.81 8276.36 4811.57 4429.80
Total Expenses other than Depreciation & Finance Cost 7343.66 6904.74 3828.66 3590.13
Profit from Operations before Other Income Finance 1624.15 1371.62 982.91 839.67
Cost Exceptional Items & Depreciation
Depreciation 103.11 90.78 47.38 41.67
Profit from Operations before Other Income Finance 1521.04 1280.84 935.53 798.00
Cost & Exceptional Items
Foreign Exchange Gain / (Loss) 15.08 (3.25) (0.59) 2.27
Other Income 66.87 91.51 42.81 55.24
Profit before Finance Costs & Exceptional Items 1602.99 1369.10 977.75 855.51
Finance Cost 100.17 103.21 36.54 36.92
Profit after Finance Costs but before Exceptional Items 1502.82 1265.89 941.21 818.59
Exceptional Items (26.83) (17.17) - 8.60
Profit Before Tax 1475.99 1248.72 941.21 827.19
Tax Expense 317.10 272.29 201.49 172.74
Net Profit after Tax but before Minority Interest 1158.89 976.43 739.72 654.45
Share of Profit in Associate Company 0.10 0.04 - -
Minority Interest (39.58) (69.35) 0.00 0.00
Net Profit for the period 1119.41 907.12 739.72 654.45

2. Appropriation

Your Directors recommend appropriation as under:

GCPL Standalone FY 2015-16 FY 2014-15
Rs (Crore) Rs (Crore)
Surplus as at the end of previous year 1720.37 1270.33
Add: Net Profit for the year 739.72 654.45
Available for appropriation 2460.09 1924.78
Add: Transfer from Debenture Redemption Reserve 24.39 20.39
Less: Interim Dividend 195.81 187.24
Less: Tax on distributed profits 39.86 36.73
Less: Depreciation Adjustment pursuant to implementation of Schedule II of the Companies - 0.83
Act 2013
Total Appropriation 211.28 204.41
Surplus Carried Forward 2248.81 1720.37

3. Dividend

For the year 2015-16 four interim dividends were paid on shares of face value Rs 1/-each the details of which are mentioned below:

Dividend Type Declared at Board Meeting Dated Dividend rate per share on shares of face value Rs 1 each Record Date
1st Interim for FY 2015-16 July 29 2015 Rs 1.00 August 6 2015
2nd Interim for FY 2015-16 October 24 2015 Rs 1.00 November 2 2015
3rd Interim for FY 2015-16 January 27 2016 Rs 1.00 February 4 2016
4th Interim for FY 2015-16 May 3 2016 Rs 2.75 May 11 2016
TOTAL Rs 5.75

Your Directors recommend that the aforesaid interim dividends aggregating to Rs 5.75/-per equity share be declared as the final dividend for the year ended March 31 2016.

4. Board of Directors

Four Board meetings were held during the year. Details of the meetings and theattendance record of the Directors are in the Corporate Governance section of the AnnualReport.

All the Independent Directors have given their declaration of independence as requiredunder Section 149(6) of the Companies Act 2013; this has been recorded by the Board ofDirectors.

A familiarisation programme for the Independent Directors was conducted to familiarisethem with the company their roles rights responsibilities in the company nature of theindustry in which the company operates business model of the company etc. The same mayalso be accessed through the link given below.[1] The service contract of Mr.Adi Godrej was for a period of 3 years beginning from April 1 2013 to

March 31 2016. The Board of Directors have reappointed Mr Adi Godrej for a furtherperiod of 3 years beginning from April 1 2016 to March 31 2019. This re-appointment issubject to the approval of shareholders and accordingly a special resolution is includedin the Notice of Annual General Meeting.

The service contracts of Ms. Nisaba Godrej Executive Director and Mr. Vivek GambhirManaging Director are for a period of 3 years beginning from July 1 2013 to June 302016. The Board of Directors have reappointed Ms. Nisaba Godrej as Executive Director andMr Vivek Gambhir as Managing Director for a further period of 3 years beginning from July1 2016 to June 30 2019. This reappointment is subject to the approval of shareholdersand accordingly separate ordinary resolutions are included in the Notice of Annual GeneralMeeting for their re-appointment. In the forthcoming Annual General Meeting Ms. TanyaDubash will retire by rotation and being eligible is considered for re-appointment.

Your Company has an Audit Committee in compliance with the Listing Regulations and theprovisions of the Companies Act 2013. The Committee consists entirely of the IndependentDirectors. The composition of the Committee is given in the Corporate Governance sectionof the Annual Report.

5. Changes in the Company’s Registered Office

The Company’s Registered Office is now located at Godrej One 4th FloorPirojshanagar Eastern Express Highway Vikhroli (E) Mumbai - 400 079 w.e.f. November 202015.

6. Remuneration Policy

The Company’s Remuneration Policy for Directors Key Managerial Personnel andother employees is attached as Annexure ‘A’ to the Directors’ Report. TheCompany’s total rewards framework aims at holistically utilising elements such asfixed and variable compensation long-term incentives benefits and perquisites andnon-compensation elements (career development work-life balance and recognition).

The non-executive directors receive sitting fees and commission in accordance with theprovisions of the Companies Act 2013.

The Company also has a Board Diversity Policy in place which is attached as Annexure‘B’. The criteria for determining qualification positive attributes andindependence of directors are as per the Board Diversity Policy Listing Regulations andthe Companies Act 2013.

7. Remuneration to Directors

The disclosure on the details of remuneration to directors and other employees pursuantto Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as Annexure ‘C’. Information asrequired under Section 197 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report. Theabove-mentioned annexure is not being sent along with the Report. Members who areinterested in obtaining these particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid annexure is also available for inspectionat the Registered Office of the Company during working hours up to the date of the AnnualGeneral Meeting.

Mr. Adi Godrej Chairman; Ms. Nisaba Godrej Executive

Director Innovation; and Mr. Vivek Gambhir Managing Director receive remunerationfrom your Company. Mr. Adi Godrej receives commission from your Company’s holdingcompany viz. Godrej & Boyce Manufacturing Company Limited.

8. Performance Evaluation of the

Board of Directors its Individual

Members and its Committees

We conducted a_formal Board Effectiveness Review as part of our efforts to evaluate andidentify improvements and thus enhance the effectiveness of the Board its Committees andIndividual Directors. This was in line with the requirements mentioned in the CompaniesAct 2013 and the Listing Regulations.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC)worked directly with the Chairman and the Nomination & Remuneration Committee of theBoard to_design and execute_this process which was adopted by the Board. Each BoardMember completed a confidential online questionnaire providing vital feedback on how theBoard currently operates and how it could improve its effectiveness.

The survey comprised four sections and compiled feedback and suggestions on:

Board Processes

(including_Board composition strategic orientation and team dynamics)

Individual Committees

Individual Board Members

Chairman

The criteria for evaluation of the Board Committees covered whether the Committee haswell defined objectives whether the Committee has the right composition and whether itdelivers its objectives. The criteria for evaluation of all the individual Directorsincluded skills experience and level of preparedness of the Directors attendance andextent of contribution to Board debates and discussion how the Director leverages his/herexpertise and networks to meaningfully contribute to the Company. The criteria for theChairman’s evaluation included leadership style conduct of Board meetings etc.

The following reports were created as part of the evaluation:

Board Feedback Report

Individual Board Member

Feedback Report

Chairman’s Feedback Report

The overall Board Feedback Report was facilitated by Mr. Bharat Doshi with theIndependent Directors. The Directors were vocal about the Board functioning effectivelybut also identified areas that show scope for improvement. The individual Committees andBoard Members’ feedback_was shared with the Chairman. Following his evaluationa_Chairman’s Feedback Report was also compiled.

9. Finance

A. Non-Convertible Debentures

The 2500 Unsecured Redeemable Zero Coupon Non-Convertible Debentures issued on October16 2014 on private placement basis aggregating to Rs 250 crore for a tenor of 1year and 63 days (428 days) having a credit rating of ‘ICRA AA+ (Stable)’ havebeen redeemed during the year as per the terms of the issue.

B. Particulars of Loans Guarantees and Investments

Following are the particulars of Investments Guarantees and Loans made by the Companyduring the year:

Name of the wholly owned subsidiary Amount Amount
Investments USD (Mio) Rs (Crore)
1 Godrej Consumer Products Holding (Mauritius) Limited 0.50 3.20
2 Godrej East Africa Holdings Limited 7.05 46.47
3 Godrej Household Products (Bangladesh) Pvt. Ltd. 1.60 10.53
4 Godrej Mauritius Africa Holdings Limited 23.90 156.97
5 Godrej Netherlands B.V. 4.00 26.49
6 Godrej Tanzania Holdings Limited 4.55 30.80
Total 41.60 274.46

 

Corporate Guarantees Amount Amount
USD (Mio) Rs (Crore)
Given during the year for loans availed by wholly-owned subsidiaries 415.10 2750.25

Note:

All investments above are in equity capital.

Details of Corporate

Guarantees given are provided under the Note on Contingent Liabilities in the Notes tothe Financial Statements section of the Annual Report.

No Loans were given during the year.

10. Related Party Transactions

In compliance with the Listing Regulations the Company has a policy for transactionswith Related Parties (‘RPT Policy’). The RPT Policy is available on theCompany website viz. www. godrejcp.com on the Investors page under the section titled‘Compliance’.

The same may also be accessed through the link given below [2]

Apart from the Related Party Transactions in the ordinary course of business and atarm’s length basis details of which are given in the notes to the financialstatements there were no other Related Party Transactions requiring disclosure in theDirectors’ Report for compliance with Section 134(3) (h) of the Companies Act 2013.Therefore a Nil Report is attached as Annexure ‘D’ in the format prescribedi.e. Form AOC-2.

11. Acquisitions and Mergers

Pursuant to a Deed of Merger (‘the Scheme’) sanctioned by a Dutch Courtvide its order effective March 31 2016 Godrej Argentina Dutch Cooperatief UA has beenmerged with Godrej Consumer

Products Dutch Cooperatief UA Godrej Netherlands Argentina BV has been merged withGodrej Consumer Holdings (Netherlands) BV and Godrej Netherlands Argentina Holding BV hasbeen merged with Godrej Consumer Products (Netherlands) BV w.e.f. from April 1 2015.

Your Company completed the acquisition of balance 40% stake in Cosmetica Nacional amarket-leading hair colourant and cosmetics company in Chile. Subsequently the stakeowned by your Company is 100%.

Your Company has increased its equity stake by 39% in DGH Phase Two Mauritius owningStyle Industries Limited Kenya on March 9 2016. Subsequently the stake owned by yourCompany is 90%.

[2] http://www.godrejcp.com/Resources/pdf/Related-Party-Transactions-Policy.pdf

Your Company entered into the following agreements during the year for variousacquisitions:

With Canon Chemicals Limited on February 3 2016 to acquire majority equity stake inits business in Kenya. Canon Chemicals Limited a Kenya based company manufactures anddistributes products in the personal and home care categories.

With Strength of Nature a leading hair care company on April 1 2016 to acquire 100%equity stake in its business to accelerate growth in Africa.

The above acquisitions were completed after the close of the financial year

12. Subsidiaries and Associates

During the year the following companies became subsidiaries of your Company: CharmIndustries Limited Godrej Hair Care Nigeria Limited Godrej Household Insecticide NigeriaLimited Godrej Hair Weave Nigeria Limited Hair Credentials Zambia Limited Godrej SONHoldings INC

Godrej Consumer Products US Holding Limited Godrej Mid East Holdings Limited BelazaMozambique LDA On account of mergers with other subsidiaries the following companiesceased to be subsidiaries during the year: Godrej Argentina Dutch Cooperatief UA (GADC UA)

Godrej Netherlands Argentina BV (GNABV) Godrej Netherlands Argentina Holding BV(GNAHBV) The details of business of the key subsidiaries are given in the ManagementDiscussion & Analysis section of the Annual Report.

A report on the performance and financial position of each of the subsidiariesassociates and joint venture companies has been provided after the Consolidated AnnualFinancial Statements section of the Annual Report in Form AOC-1.

The Consolidated Financial Statements of the Company and its subsidiaries prepared inaccordance with Accounting Standard 21 issued by the Institute of Chartered Accountants ofIndia also forms a part of the Annual Report and Accounts of your Company.

Pursuant to the provisions of Section 136 of the Companies Act 2013 the Company hasplaced the financial statements of its subsidiaries on the Company’s websitewww.godrejcp.com. In compliance with the Listing Regulations the Board has adopted apolicy for determining material subsidiaries. This policy is available on theCompany’s website www.godrejcp.com on the Investors page under the section titled‘Compliance’. This may also be accessed through the link given below.[3]

13. Disclosure on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo

Annexure ‘E’ to this Report provides information on Conservation of EnergyTechnology Absorption and Foreign Exchange Earnings and Outgo required under Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 whichforms a part of the Directors’ Report.

14. Risk Management Policy

The Board has constituted a Risk Management Committee. Elements of risks to the Companyare given in the Management Discussion & Analysis section of the Annual Report underthe heading ‘Risks & Concerns’.

15. Corporate Social Responsibility

The Company has framed a CSR policy in compliance with the provisions of the CompaniesAct 2013. The policy as well as projects and programmes falling under the CSR policy areon the Company website. Details of CSR projects in the prescribed format and the link toaccess the Company’s CSR Policy are provided in Annexure ‘F’.

16. Vigil Mechanism

Your Company has adopted a Vigil Mechanism Policy. The purpose of the policy is toenable employees to raise concerns about unacceptable improper practices and/or anyunethical practices being carried

[3] http://www.godrejcp.com/Resources/pdf/Policy-on-Material-Subsidiaries.pdf outin the organisation without the knowledge of management. All employees shall be protectedfrom any adverse action for reporting any unacceptable/improper practice and/or anyunethical practice fraud or violation of any law rule or regulation. This WhistleBlower Policy will also be applicable to the Directors of the Company.

The Audit Committee reviews on a quarterly basis reports made under this policy andimplements corrective actions wherever necessary.

17. The Sexual Harassment of Women at Workplace

(Prevention Prohibition and Redressal) Act 2013

In Compliance with Section 4 of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 your Company has constituted an‘Internal Complaints Committee’ (‘Committee’). Because thenumber of complaints filed during the year was NIL the Committee prepared a NILcomplaints report. This is in compliance with Section 22 of the Act.

18. Audit Committee

Your Company has an Audit Committee in compliance with Section 177 of the CompaniesAct 2013 and the Listing Regulations. The Audit Committee consists of the followingIndependent Directors: Mr. Bharat Doshi as Chairman of the Committee and Mr. NarendraAmbwani Dr. Omkar Goswami Mr. Aman Mehta Mr. D Shivakumar and Ms. Ireena Vittal asmembers.

19. Employee Stock Grant Scheme

The details of the grants allotted under Godrej Consumer Products Limited EmployeeStock Grant Scheme 2011 as also the disclosures in compliance with SEBI (Share BasedEmployee Benefits) Regulations 2014 and Section 62 1(b) read with Rule 12(9) ofthe Companies (Share Capital & Debentures) Rules 2014 are set out in Annexure‘G’ to this report.

Under the scheme of amalgamation between your Company and Godrej Household ProductsLimited (‘GHPL’) the Employee Stock Option Scheme of the erstwhileunlisted GHPL has become part of your Company. The equity shares of ‘GodrejIndustries Limited’ are the underlying equity shares for the stock option scheme. Asof April 1 2015 35000 options convertible into 35000 equity shares of GodrejIndustries Limited (GIL) were outstanding 20000 options were vested and consequentlyexercised and 15000 options were vested and lapsed. Consequently no options areoutstanding as of March 31 2016.

The Company has not given any loan to any person under any scheme for the purpose of orin connection with the subscription or purchase of shares in the Company or the HoldingCompany. Hence there are no disclosures on voting rights not directly exercised by theemployees in respect of shares to which the scheme relates.

20. Directors’ Responsibility Statement

The Board has laid down Internal Financial Controls within the meaning of theexplanation to section 134 (5) (e) (“IFC”) of the Companies Act 2013. The Boardbelieves the Company has sound IFC commensurate with the nature and size of its business.Business is however dynamic. The Board is seized of the fact that IFC are not static andare in fact a fluid set of tools which evolve over time as the business technology andpossibly even fraud environment changes in response to competition industry practiceslegislation regulation and current economic conditions. There might therefore be gaps inthe IFC as Business evolves. The Company has a process in place to continuously identifysuch gaps and implement newer and/ or improved controls wherever the effect of such gapsmight have a material effect on the Company’s operations.

Pursuant to the provisions contained in Section 134(5) of the Companies Act 2013 yourDirectors based on the representation received from the Operating Management and afterdue enquiry confirm that:

a) In the preparation of the annual accounts the applicable accounting standards havebeen followed and no material departures have been made from the same;

b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period; c) They have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) They have prepared the annual accounts on a going concern basis;e) They have laid down internal financial controls to be followed by the Company and suchinternal financial controls are adequate and operating effectively; f) They have devised aproper system to ensure compliance with the provisions of all applicable laws and thissystem is adequate and operating effectively.

21. Unclaimed Shares

In compliance with the Listing Regulations your Company has transferred the unclaimedshares into a demat account viz. ‘Unclaimed-Suspense Account’. As and when anallottee approaches the Company after proper verification either credit the shares lyingin the Unclaimed-Suspense Account to the demat account of the allottee to the extent ofthe allottee’s entitlement or deliver the physical certificates afterre-materialising them depending on what has been opted for by the allottee.

Particulars No. of Shareholders No. of Shares
Aggregate number of shareholders and the outstanding shares lying in the Unclaimed- 5756 873737
Suspense Account at the beginning of the year;
Number of shareholders and aggregate shares transferred to Unclaimed-Suspense Account during the year; - -
Number of shareholders who approached the issuer for transfer of shares from the Unclaimed- Suspense Account during the year and aggregate shares transferred; 98 15552
Number of shareholders to whom shares were transferred from the Unclaimed-Suspense account during the year and the aggregate shares transferred; 98 15552
Aggregate number of shareholders and the outstanding shares lying in the Unclaimed- Suspense Account at the end of the year. 5658 858185

22. Listing

The shares of your Company are listed at the BSE Limited and the National StockExchange of India Limited.

The applicable annual listing fees have been paid to the Stock Exchanges before the duedate. Your Company is now listed on the Futures & Options Segment of the NationalStock Exchange of India.

23. Extract of Annual Return

Annexure ‘H’ to this Report provides the Extract of Annual Return tobe filed by the Company under the Companies Act 2013.

24. Auditors and Auditors’ Report A. Statutory Auditors

In accordance with Section 139 of the Companies Act 2013 and rules made thereunderM/s Kalyaniwalla & Mistry Chartered Accountants Mumbai have been appointed asStatutory Auditors to hold office from the conclusion of the 14th AnnualGeneral Meeting (AGM) till the conclusion of the 17th Annual General Meetingwhich will be held in 2017 (subject to ratification of re-appointment by the members atevery AGM held after the AGM in made) of the Company on a remuneration as may be agreedupon by the Board of Directors and the Auditors.

The notes to the Accounts referred to in the Auditors’ Report are self-explanatoryand therefore do not call for any further explanation.

B. Cost Auditors

Pursuant to directions from the Department of Company Affairs M/s. P. M. Nanabhoy& Co. Cost Accountants have been appointed as Cost Auditors for the applicableproducts of the Company for FY 2015-16. They are required to submit the report to theCentral Government within 180 days from the end of the accounting year.

C. Secretarial Auditors

The Board has appointed M/s. A. N. Ramani & Co. Company Secretaries PractisingCompany Secretary to conduct Secretarial Audit for the financial year 2015-16. TheSecretarial Audit Report for the financial year ended March 31 2016 is attached herewithmarked as Annexure ‘I’ to this Report. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark.

25. Corporate Governance

The Company continues to enjoy a Corporate Governance Rating of CGR2+ (pronounced asCGR 2 plus) and a Stakeholder Value Creation and Governance Rating of SVG1 (pronounced asSVG one). The ‘+’ sign indicates relatively higher standing within the categoryindicated by the rating. The above ratings are on a scale of 1 to 6 where 1 is thehighest rating. The two ratings evaluate whether a company is being run on the principlesof Corporate Governance and whether the practices followed by the company lead to valuecreation for all its shareholders. The CGR2 rating is on a scale of CGR1 to CGR6 whereCGR1 denotes the highest rating. The CGR2+ rating implies that in ICRA’s currentopinion the rated company has adopted and follows such practices conventions and codesas would provide its financial stakeholders a high level of assurance on the quality ofcorporate governance. The SVG1 rating is on a scale of SVG1 to SVG6 where SVG1 denotesthe highest rating. The SVG1 rating implies that in ICRA’s current opinion thecompany belongs to the highest category on the composite parameters of stakeholder valuecreation and management as also corporate governance practices.

Pursuant to the Listing Regulations the Management Discussion & Analysis Reportand the Report on Corporate Governance are included in the Annual Report. TheAuditors’ Certificate certifying the Company’s compliance with the requirementsof Corporate Governance in terms of the Listing Regulations is attached as Annexure‘J’ and forms a part of the Annual Report.

26. Acknowledgement

Your Directors wish to extend their sincere thanks to the Central and State Governmentsas well as the Government agencies banks customers shareholders vendors and otherrelated organisations who have helped in your Company’s progress as partnersthrough their continued support and co-operation.

For and on behalf of the Board of Directors sd/-

Adi Godrej

Chairman

Mumbai 3rd May 2016