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Colgate-Palmolive (India) Ltd.

BSE: 500830 Sector: Consumer
NSE: COLPAL ISIN Code: INE259A01022
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VOLUME 135
52-Week high 1695.00
52-Week low 1375.55
P/E 40.27
Mkt Cap.(Rs cr) 43,113
Buy Price 1581.95
Buy Qty 14.00
Sell Price 1584.30
Sell Qty 12.00
OPEN 1590.00
CLOSE 1578.65
VOLUME 135
52-Week high 1695.00
52-Week low 1375.55
P/E 40.27
Mkt Cap.(Rs cr) 43,113
Buy Price 1581.95
Buy Qty 14.00
Sell Price 1584.30
Sell Qty 12.00

Colgate-Palmolive (India) Ltd. (COLPAL) - Director Report

Company director report

To

The Members

Colgate-Palmolive (India) Limited

Your Directors are pleased to present their 81st Report and AuditedFinancial Statements of the Company for the financial year ended March 31 2022.

1. FINANCIAL HIGHLIGHTS

(Rs In Crores)

FY 2021-22 FY 2020-21
Total Revenue (a+b+c) 5126.05 4871.56
Sales (Including Excise Duty) (a) 5066.46 4810.48
Other Operating Revenue (b) 33.33 30.74
Other Income (c) 26.26 30.35
Profit before Tax and exceptional items and Tax 1409.01 1350.21
Profit before Taxation 1409.01 1350.21
Tax Expense 330.69 314.83
Profit for the year 1078.32 1035.38
Other Comprehensive Income (net of Tax) (gain) (4.67) (3.24)
Total Comprehensive Income 1082.99 1038.62
Balance brought forward 741.86 1170.46
Profit available for appropriation 1082.99 1038.62
Balance transferred to Retained Earnings from Share Options Outstanding Account - 1.51
Appropriation :
Dividend (516.77) (1468.72)
Dividend Distribution Tax - -
Balance carried forward 1308.08 741.86

2. BUSINESS PERFORMANCE

Reported Net Sales for the financial year 2021-22 stood at Rs 5066.46crores against Rs 4810.48 crores of the previous year. Net Sales increased by 5.3% incomparison to the previous year. Reported Net Profit after tax for the financial year2021-22 was Rs 1078.32 crores an increase of 4% over the previous year. Despite thechallenging business and economic environment your Company continued to sustain itsleadership position in both the Toothpaste and Toothbrush categories during the financialyear 2021-22.

3. DIVIDEND

The Board of Directors of the Company declared two interim dividendsaggregating to Rs 40/- per equity share for the financial year 2021-22. The first interimdividend of Rs 19/- per equity share was declared on October 25 2021 and paid on and fromNovember 22 2021 and the second interim dividend of Rs 21/- per equity share was declaredon April 28 2022 and paid on and from May 25 2022. Considering the declaration of twointerim dividends the Board of Directors have not recommended a final dividend for thefinancial year 2021-22.

4. TRANSFER TO RESERVES

During the year no amount was transferred to the general reserves.

5. FOCUS ON INNOVATION AND NEW LAUNCHES/ CAMPAIGN

The Company is focused on delivering insight-driven innovation thatprovides value-added new products across all price points.

In the financial year 2021-22 the following products werelaunched/re-launched:

• Colgate Gum Expert: 90%# of Indians suffer from gum issueswith more than half of them experiencing gum bleeding. Your Company has launched aspecialized toothpaste in December 2021 which provides relief from gum bleeding &reverses the early signs of gum infection by harnessing the power of turmeric extracts(curcuminoids). The product launch was accompanied with a communication campaign whichcentered around the key benefit of reducing gum bleeding while spotlighting the presenceof unique turmeric extracts in the product.

• Colgate Visible White O2: Your Company in March 2022 haslaunched a revolutionary new toothpaste with Active Oxygen Technology which delivers oneshade whiter teeth in just 3 days when used as directed. Its advanced formula releasesmillions of warm bubbles of oxygen that get gently absorbed in the teeth enamel therebylightening the micro-stain molecules to unlock a radiant white smile. The product waslaunched in premium looking cartons and was also accompanied with launch of acommunication campaign to build awareness of the launch which was centered around the needfor young beauty consumers to be their authentic selves and let their inner confidenceshine through with their radiant smiles.

• Colgate Vedshakti (Re-launch): The Family Naturalstoothpaste segment has been growing faster than the category over the past few yearswherein Ayurvedic Naturals brands have been growing even faster. Colgate Vedshakti hasbeen your Company's lead brand in the Ayurvedic Naturals segment. In Q1 2022 were-launched the brand with a reformulated product fresh packaging and a newcommunication. The new product delivered improved sensorials vis-a-vis the erstwhileVedshakti formula while the communication was crafted to land the brand's propositioni.e. A Clean Mouth for a Healthy You (Mooh Swacch Toh Aap Healthy)

• Colgate Strong Teeth (Re-launch): In May 2022 yourCompany's largest single brand Colgate Strong Teeth toothpaste has been re-launchedwith fresh packaging (highlighting the remineralization benefit of the toothpaste via thecall-out "Calcium Boost" along with a new logo unit) and new communication toelevate the importance of the need for strong teeth in the minds of our consumers. ColgateStrong Teeth toothpaste has arginine and fluoride which facilitates the remineralizationof Calcium from the mouth's saliva onto the teeth at a rate which is better than anaverage fluoride-only or non-fluoride toothpaste thereby making the teeth stronger.

• Colgate RecyClean: As an entry into the sustainabilitysegment this is our first of its kind toothbrush with a handle made of 100% recycledplastic. The bristles are made of plant derived nylon and are Bisphenol A (BPA) free. Thisalso comes in packaging made with recycled material.

• Colgate Water Flosser: A strategic addition to our devicesbusiness Colgate Water flosser gives you the flawless clean plaque removal. It has aunique easy to hold design with a built in nozzle component +3 pressure modes to choosefrom as per your requirements.

• Pro-Clinical 250R Electric Toothbrush: Adding on to ourexisting Pro-Clinical range we introduced 250R Rechargeable Electric Toothbrushes in 3variants - Deep Clean Charcoal and Whitening. These have Sonic technology giving upto30000 strokes/minute resulting in a 5x better clean and plaque removal vs regular manualtoothbrushes.

• Pro-Clinical 500R Electric Toothbrush: An

upgrade to the 250R Range 500R Pro-Clinical Rechargeable ElectricToothbrushes have 2 brushing modes - with different intensities (20K/30K Strokes/Minute).This range has 2 variants: Whitening and Sensitive and comes with an additional case forease of storing while traveling.

• Palmolive Face Cleansing Range (Launch):

Palmolive entered into Face Cleansing category with our new Palmoliverange of Face care products. The range features unique and innovative forms such as facefoams masques & scrubs that have been created with a unique blend of premium naturalingredients and essential oils and includes :

- Palmolive Hydrating

• Foam Face Wash

• Masque

• Gel Face Wash

- Palmolive Brightening

• Foam Face Wash

• Souffle Face Scrub

• Gel Face Wash

- Palmolive Anti Acne Purifying

• Foam Face Wash

• Masque

• Gel Face Wash

6. ESG & BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING

As a market leader in the Oral care we seek to deliver sustainableprofitable growth superior stakeholders returns and provide its people with innovativeinclusive and conducive work environment. Your Company has always been at forefront whenit comes to Environment & Social Governance (ESG). Colgate's core valueshighlight its commitment towards an equitable sustainable and empowered economy. WhileCompany is in the process of publishing its ESG Report it has on a voluntary basisadopted Business Responsibility & Sustainability Report from FY 2021-22. We are anenvironmentally conscious Company that believes in protecting the environment and buildinga sustainable society. The Company is committed to doing business with integrity andrespect for all people and the planet. Achieving economic social and environmentalperformance in today's business climate requires a long term sustainability strategythat is executed with discipline year after year. Colgate's sustainability strategyis focused on the three areas i.e. People Performance and Planet.

People: Promoting healthier lives Contributing to the Communitieswhere we live and work:

The Company is committed to continuously improve employees'well-being and reduce their health risks and encourage healthier living for employees andtheir families.

Colgate employees have been provided with free health check-ups.Several mental wellness programs were also rolled out during the financial year.

Performance: Growing the business with innovative more sustainableproducts that make the lives of consumers healthier and more enjoyable:

The Company endeavors to improve the sustainability profile of newproducts and product updates drive sustainability with breakthrough product and processinnovation increase the recyclability of our packaging and increased recycled contenthave a positive impact by expanding access to affordable health and wellness products formillions of people in underserved communities and use the power of our brands to buildawareness and drive engagement in product sustainability.

Planet: Conserving Earth's finite resources addressingclimate change and maintaining the well-being of our planet for generations to come:

• The Company is committed to address key environmental issuessuch as energy use carbon emissions water use and waste generation as well asdeforestation.

Colgate has robust policies in place for sustainable use of andenvironmentally sound disposal of waste generated during our processes and making everydrop of water count and reducing our impact on the climate and the environment. Moreinformation on conservation of energy and measures undertaken by the Company are mentionedin ‘Annexure 3' to this Report.

The Company has received TRUE Zero Waste Platinum certification in2019 for all its four manufacturing sites in India from Green Business CertificationInc. (GBCI) the premier organization independently recognizing excellence in greenbusiness industry performance and practice globally. GBCI administers TRUE Zero Wastecertification a program for businesses to assess performance in reducing waste andmaximizing resource efficiency. Facilities earn TRUE certification by achieving minimumprogram requirements and attaining points; the program operates on a ranking system with‘Platinum' being the highest certification level. We continue to maintain thecertification as our Diversion Rating at more than 99% as per the requirements. TheCompany is the first in India to receive such certification.

Some of the key sustainability initiatives driven by the Company duringthe financial year:

Colgate-Palmolive launches India's first-ever recyclabletoothpaste tubes

As a market leader in the oral health sector in India the Companyremains steadfast in its commitment to raising the bar on its sustainable footprint. It isfocused on bringing world-class sustainable innovation to not only improve oral care butalso work towards preserving the environment.

This pioneering technology is being rolled out on Colgate's ActiveSalt and Vedshakti variants first with other brands in its portfolio to follow. Colgate-Palmolive is the first oral care brand to launch such an initiative at scale.

The new tube is soft squeezable and recyclable without compromising onkey product attributes like taste which consumers love and have enjoyed for decades.

The Company has been using recyclable cartons and boxes for over adecade now and this new initiative is part of the Company's continued efforts in itssustainabilityjourney. It marks a new milestone notjust for Colgate-Palmolive but alsothe industry at large.

Cleft Surgeries with mission smile

In line with our Keep India Smiling Mission this program is an effortto create long term impact in the lives of these children and families. Programencompasses a comprehensive care model comprising mobilization of children and theirfamilies collaboration with surgery experts and local Health Departments logistics pre& post treatment and care.

For this financial year the program was rolled out in AssamMeghalaya Gujarat Tamil Nadu Andhra Pradesh Telangana & Sikkim completing 275surgeries by March 2022.

• Initiatives on COVID

During the financial year 2021-22 the Company has continuouslymonitored COVID waves and has adapted the necessary measures as needed to address variouschallenges posed by COVID. The Company continues to ensure health and safety of itsemployees and other staff took adequate pre-emptive measures on travel restriction andenhancing the hygiene & sanitization protocols across all offices and plants. Duringthe year the Company has also launched a ‘ShotLagayaKya' campaign to createawareness facilitate help overcome barriers and work together to get all our employeesbusiness partners 3P/contractors and field teams (and ideally also their immediatefamilies) vaccinated. The Company has arranged several vaccination camps for its employeesand other staff members.

Continuing our efforts towards fighting the pandemic we ensurednecessary support in strengthening medical equipment infrastructure in GovernmentHospitals/ Primary Health Centers across the country. The support was extended forequipment like ICU/Fowler beds vaccination vans ambulances X Ray machines ventilatorswheel chairs oxygen concentrators among others.

Leveraging the strength of our brand and our presence across India fornearly past 85 years we have responded with agility to the specific challenge of reachingour products to our consumers without any disruption. The Company's commitmenttowards its core values together with the strength of the Company's brands itsbest-in-class distribution network and its cost- saving initiatives should position theCompany well to increase stakeholder value over the long term.

Business Responsibility and Sustainability Report:

The Securities & Exchange Board of India (SEBI) vide its circularno. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10 2021 has mandated the ESG disclosuresfor the top 1000 listed companies. The Business Responsibility and Sustainability Report(BRSR) capturing the Company's performance on ESG parameters which in turn wouldenable informed decision making is a comprehensive framework based on the NationalGuidelines on Responsible Business Conduct (NGRBC).

The Company has always been steadfast in embedding ESG across theCompany. Nurturing trust of our stakeholders and maintaining our leadership position inthe oral care industry is of utmost importance. For this reason integrating responsiblebusiness practices is at the fulcrum of the Company's vision and strategy. TheCompany has taken a proactive approach of adopting BRSR in the financial year 2021-22 ayear in advance of the mandatory requirements. The BRSR for financial year 2021-22 isattached as Annexure 6 to this report.

7. RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 theCompany's Directors based on the representations received from the Managementconfirm that:

• in the preparation of the Annual Accounts for the financial yearended March 31 2022 the applicable Accounting Standards have been followed along withproper explanation relating to material departures;

• they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2022 andof the profit and loss of the Company for that period;

• they have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

• the Annual Accounts have been prepared on a ‘goingconcern' basis;

• they had laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively; and

• they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

8. CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditors'Certificate on its compliance with the corporate governance requirements under theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("the SEBI Listing Regulations") is attached as Annexure 1 tothis Report.

9. CORPORATE SOCIAL RESPONSIBILITY

The Company is engaged in a variety of corporate social activitieswhich focus on promoting oral health education empowering children with educationenhancing access to water and supporting livelihoods & women empowerment through wateraugmentation Cleft Surgeries. These social initiatives reflect the Company's corevalues of caring global teamwork and continuous improvement. These initiatives arecarried out by the Company through a variety of effective programs in accordance with therequirements of Schedule VII of the Companies Act 2013 in partnership with reputed NGOsand agencies. During the year the Company has embarked on its ESG journey with the vigorto achieve an ESG leadership position and made ESG initiatives as part of the role of theCSR committee of the Board. In line with the same the CSR Committee has been renamed toESG and Corporate Social Responsibility Committee (ECC).

The ECC and the Board of Directors closely review and monitor fromtime to time the various CSR activities undertaken by the Company.

The key CSR programs undertaken by the Company during the financialyear 2021-22 are:

i. Bright Smiles Bright Futures™;

ii. Water program with Water for People India Trust;

iii. Water Augmentation for livelihoods and Women Empowerment with SevaMandir;

iv. Keep India Smiling Foundational Scholarship & MentorshipProgram with Shikshadaan;

v. Colgate Cleft Surgeries Program with Mission Smile;

vi. Positive Step Program with Network in Thane for People Living withHIV/AIDS;

vii. Computers and Grooming Program for Children with Action Aid; and

viii. COVID-19 relief work for adversely impacted communities.

A detailed description of the above programs/ activities is containedin the Annual CSR Report attached as Annexure 2 to this Report.

The contents of the CSR Policy as well as the CSR programs undertakenby the Company are available on the Company's website at https://www.colgatepalmolive.co.in/community-impact

10. EMPLOYEE RELATIONS

The Employee Relations in the Company continued to remain healthycordial and progressive in the financial year 2021-22.

At Colgate we consider every employee as one of the most valuableresources contributing towards the long term success of the Company. Our employees arecommitted to acting with compassion integrity honesty and high ethics in all situations.As per Colgate's core values all employees are treated with equality and fairnessand provided with opportunities to develop their career aspirations while working with theCompany in India and where possible outside of India on assignments with group companiesof Colgate.

The Company also recognizes and follows ‘Managing with RespectPrinciples' which are applicable not only within Colgate but also while its employeesare dealing with its customers suppliers vendors etc. Managing with Respect is the wayColgate people put our values into action. It is creating an environment where people feelfree to offer suggestions contribute ideas and resources and help grow the business.Managing with Respect creates an environment where people genuinely care about each otherand work well together to reach their full potential. More details on materialdevelopments in Human Resources is covered as a part of Management Discussion and AnalysisReport.

Prevention of Sexual Harassment at workplace

The Company has zero tolerance towards any kind of harassmentincluding sexual harassment or discrimination. An Internal Complaints Committee (ICC) hasbeen constituted to investigate and resolve sexual harassment complaints. Employees areencouraged to speak up and report any such incidences to the ICC. A Policy on Preventionof Sexual Harassment is put in place which is reviewed by the ICC at regular intervals.Any complaint made to the ICC is treated fairly and confidentially and the Company doesnot tolerate any kind of retaliation towards the employees who make complaints to ICC. Anonline training is rolled out on the subject and it is mandatory for all the employees ofthe Company to complete and obtain the certification. The said training is also mandatedfor the new joinees as a part of their on-boarding process.

During the financial year 2021-22 three complaints were receivedinvestigated and appropriately resolved by the ICC.

11. PARTICULARS OF EMPLOYEES

Information as per Section 197 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedin Annexure 4 to this Report.

The statement containing the names of top ten employees in terms ofremuneration drawn and the particulars of employees as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5(2) of the aforementioned Rules will be madeavailable on request sent to the Company at cpilagm@colpal.com

12. TRADE RELATIONS

Your Directors wish to record appreciation of the continued unstintedsupport and cooperation from its retailers stockists suppliers of goods/servicesclearing and forwarding agents and all others associated with it. The Company willcontinue to build and maintain a strong association with its business partners and tradeassociates.

13. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 134(3)(m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 with respect to conservation ofenergy technology absorption and foreign exchange earnings/outgo is attached as Annexure3 to this Report.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Since the date of last Annual General Meeting the following changestook place in the Board of Directors and the Key Managerial Personnel:

• Resignation of Mr. Ram Raghavan

(DIN : 08511606) as the Managing Director and Chief Executive Officerof the Company effective close of business hours on April 15 2022.

• Appointment of Ms. Prabha Narasimhan

(DIN : 08822860) as the Managing Director and Chief Executive Officerof the Company for a period of five (5) consecutive years w.e.f. September 1 2022.

• Re-appointment of Mr. Chandrasekar Meenakshi

Sundaram (DIN : 07667965) as the Whole-time Director of the Company fora period of five (5) consecutive years w.e.f. January 2 2022. The said appointment wasapproved by the shareholders vide postal ballot resolution dated December 2 2021.Further at the meeting of Board of Directors held on May 26 2022 Mr. Chandrasekar hasplaced his resignation effective close of business hours on June 30 2022.

• Resignation of Mr. K. Randhir Singh as the Company Secretary& Compliance Officer of the Company effective close of business hours on February 212022.

• Appointment of Mr. Surender Sharma (DIN : 02731373) Whole-timeDirector - Legal as the Company Secretary & Compliance Officer of the Company w.e.f.February 22 2022.

Pursuant to the provisions of Section 152 of the Companies Act 2013Mr. Surender Sharma (DIN : 02731373) Whole-time Director - Legal &

Company Secretary retires by rotation at the ensuing Annual GeneralMeeting and being eligible has offered himself for re-appointment. Basis therecommendation of Nomination and Remuneration Committee the Board recommends hisre-appointment.

A detailed profile of all the Directors of the Company is available onthe Company website at https:// www.colgatepalmolive.co.in/about/executives-and-boards/board-of-directors

Declaration of Independence:

The Company has received the necessary disclosures under the CompaniesAct 2013 and the SEBI Listing Regulations including declarations from all IndependentDirectors that they meet the criteria of independence as laid down under Section 149(6) ofthe Companies Act 2013 and the SEBI Listing Regulations. In the opinion of the Board theIndependent Directors fulfill the conditions specified in the SEBI Listing Regulations andare independent of the management. Further the Independent Directors possess integrityand necessary expertise & experience (including the proficiency) which bringstremendous value to the Board and to the Company.

15. FAMILIARIZATION PROGRAM

The Company conducts familiarization programs for Independent Directorswith regard to their roles rights responsibilities towards the Company the businessoperations of the Company etc. Detailed presentations are made to the Board and itscommittees from time to time on various matters such as Business update Regulatoryupdate strategic plans key product launches litigation status update plant updateESG CSR update etc. The Functional heads are invited from time to time to present beforethe Board on key matters pertaining to their area of expertise.

Apart from the above the Directors are regularly briefed and updatedon the Company's policies and procedures business model the industry and operatingenvironment that the Company operates in. For newly appointed directors detailed inductionprogram involving the briefing on the Company's philosophy on Governance Ethics andCompliance coupled with the Company's policies and interactions with the leadershipteam is in place.

Details of the familiarization programs extended to the IndependentDirectors during the year are disclosed on the Company website at http://www.colgateinvestors.co.in/policies

Gist of Familiarization programs conducted during the financial year2021-22 are as follows:

Sr. No. Program/Presentation

1. Update on Business operations

2. Regulatory update

3. Update on special projects

4. Executive Directors Incentive Plans

5. Update on Risk Matrix

6. Update on Income Tax Assessment

7. Update on Manufacturing and CS&L

8. Presentation on ERM Plan

16. POLICIES

The Board of Directors of the Company from time to time has framedand revised various Policies as per the applicable Acts Rules and Regulations andStandards of better governance and administration of the Company. Overview of the keypolicies as approved by the Board of Directors is as follows :

i) Nomination & Remuneration Policy: This Policy sets theobjective terms of reference functions and scope of the Nomination & RemunerationCommittee for determining qualifications experience independence etc. relating to theappointment and remuneration for the Directors Key Managerial Personnel and SeniorManagement employees of the Company.

ii) Corporate Social Responsibility (‘CSR') Policy:

This Policy sets out the role of the CSR Committee of the Board ofDirectors which includes identification of the areas where the CSR activities will beperformed evaluation of CSR activities review the CSR spending vis-a-vis the activitiesimplemented and monitoring the process of CSR projects/programs of the Company.

iii) Risk Management Policy: This Policy provides the framework foridentification of risks of the Company risk assessment and prioritization lossprevention measures and other risk management measures for the Company.

iv) Related Party Transactions Policy: This Policy regulates thetransactions between the Company and its related parties and the required corporateapprovals as per the laws and regulations applicable to the Company from time to time.

v) Policy on Determination of Materiality of Event or Information: ThisPolicy lays down the criteria for determining the materiality of an event or informationof the Company for purposes of making required disclosures to the stock exchanges pursuantto the SEBI Listing Regulations.

vi) Records Management Policy: This Policy establishes generalguidelines for retaining preserving and archiving important documents and information.

vii) Insider Trading Code of Conduct: Pursuant to the SEBI(Prohibition of Insider Trading) Regulations 2015 the Company has framed a InsiderTrading Code of Conduct for regulating dealing in Company's shares and the flow ofUPSI by Designated Persons.

viii) Dividend Distribution Policy: This Policy describes thecircumstances under which a Member may or may not expect a dividend and the financialparameters and internal and external factors which are considered by the Board ofDirectors for declaration of dividend.

ix) Policy on Retirement of Directors: This Policy lays down theage criteria for retirement of Directors on the Board of the Company to allow smoothretirement for the purpose of succession planning and further to induct requisite skillsand competencies on the Board of the Company with appropriate continuity.

The aforesaid Statutory Policies are available in the Investors Sectionon the website of the Company at https:// www.colgateinvestors.co.in/ policies.

17. NUMBER OF BOARD MEETINGS

During the financial year 2021-22 four (4) Board meetings were held onMay 17 2021 July 29 2021 October 25 2021 and January 27 2022. The details of thesame are provided in the Corporate Governance Report which forms part of the Board'sReport.

18. COMMITTEES

The Board of Directors of the Company has established various Boardcommittees to assist in discharging their duties. These include Audit CommitteeStakeholders' Relationship Committee ESG and Corporate Social ResponsibilityCommittee Risk Management Committee and Nomination & Remuneration Committee. TheBoard has approved the terms of reference for each of these committees. All the committeesof the Board hold their meetings at regular intervals and make their recommendations tothe Board from time to time as per the applicable provisions of the Companies Act 2013and SEBI Listing Regulations.

The broad terms of reference of the said Committees are stated in theCorporate Governance Report that forms part of the Board's Report.

19. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the SEBIListing Regulations the Board has carried out an Annual Performance Evaluation of its ownperformance as well as the performance of its Committees its Members includingindependent Directors and the Chairperson. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report that forms part of theBoard's Report.

The annual performance evaluation process has been designed in such amanner which helps to measure effectiveness of the entire Board its CommitteesChairperson and Individual Directors. Such processes help in ensuring overall performanceof the Board and demonstrates a high level of corporate governance standards. There arevarious key performance areas and evaluation criteria's which are measured andanalyzed during the process few of them are as follows:

Sr. No. Particular Key performance areas/evaluation criteria
1. For Independent Directors • Suitable business knowledge and understanding of the industry in which the Company operates.
• Exercises his/her own judgement and voices opinion freely without any influence.
• Understands governance regulatory financial fiduciary and ethical requirements of the Board/ Committee.
2. For Executive Directors • Good understanding and knowledge of the Company and the sector it operates in and stays abreast of issues trends risks opportunities and competition affecting the Company and uses this information to assess and guide the Company's performance.
• Understands duties responsibilities qualifications disqualifications and liabilities as a director.
• Ensures best Corporate Governance practices and compliance with the applicable laws and regulations.
3. For the Chairperson • Provides guidance to the Board on delineation of roles of the Board and Management.
• Provides direction to the Board on aspects that are critical/of strategic significance to the Company.
• Creates a cohesive environment to allow open and fair discussion.
4. For Committees • Committee effectively performs the responsibilities as outlined in the charter and applicable laws and regulations.
• Committee's composition in terms of size skills/expertise and experience is appropriate to perform its responsibilities.
• Committee meetings are conducted effectively with sufficient time spent on significant or emerging issues.
5. For the Board • Proper mix of competencies to conduct its affairs effectively.
• Appropriate mix of independent and non- independent directors.
• Number and frequency of Board meetings is adequate to perform its duties effectively.

20. VIGIL MECHANISM

The Company has an effective Vigil Mechanism system which is embeddedin its Code of Conduct. The Code of Conduct of the Company serves as a guide for dailybusiness interactions reflecting the Company's standard for appropriate behavior andliving corporate values. The Code of Conduct applies to all Colgate people includingDirectors Officers and all employees of the Company. Even the Company's vendors andsuppliers are subject to the Third Party Code of Conduct requirements and adherence to thesame and it is a prerequisite for conducting business with the Company. The Code ofConduct Hotline is available on the Company website to report any concerns about unethicalbehavior any actual or suspected fraud or violation of the Company's Code ofConduct. No adverse action will be taken against anyone for complaining about reportingparticipating or assisting in the investigation of a suspected violation of the Code ofConduct unless the allegation made or information provided is found to be intentionallyfalse. The Company conducts various training and awareness sessions on Code of Conduct ona continuous basis during town hall meetings or through creative mailers to allemployees.

Senior Leadership Members at various occasions emphasize the importanceof adherence to the Company's Code of Conduct and its ethical ways of working.

The same can be accessed athttps://www.colgatepalmolive.com/en-us/who-we-are/ governance/code-of-conduct

21. PUBLIC DEPOSITS

During the financial year 2021-22 the Company has not accepted anyPublic Deposits under Chapter V of the Companies Act 2013.

22. LOANS GUARANTEES AND INVESTMENT

Particulars of loans guarantees and investment made by the Companypursuant to Section 186 of the Companies Act 2013 are given in the Notes to the FinancialStatements.

23. RELATED PARTY CONTRACTS & ARRANGEMENTS

All related party transactions done by the Company during the financialyear 2021-22 were at arm's length and in the ordinary course of business. All relatedparty transactions were reviewed and approved by the Audit Committee. During the financialyear 2021-22 the Company has not entered into any material related party transaction asper the SEBI Listing Regulations with any of its related parties. Disclosures pursuant tothe Accounting Standards on related party transactions have been made in the notes to theFinancial Statements. To regulate related party transactions the Company has also frameda Policy on Related Party Transactions and the same is available on the Company'swebsite at https://www.colgateinvestors.co.in/policies

The shareholders of the Company had approved a Material Related PartyTransaction for payment of Royalty to Colgate Palmolive Company USA Promoter Companythrough postal ballot in the financial year 2019-20. The said approval was sought for aperiod of five (5) years effective July 1 2019.

As there were no related party transactions which were not in theordinary course of the business or not on arm's length basis and also since there wasno material related party transaction as stated above disclosure under Section 134(3)(h)of the Companies Act 2013 in Form AOC-2 is not applicable. For more Related PartyTransactions which are in ordinary course of business and on arm's length basisplease refer to Note No. 38 of Financial Statements.

24. AUDITORS

M/s. S R B C & Co LLP Chartered Accountants Mumbai (ICAI FirmRegistration No. 324982E/ E300003) were appointed as Statutory Auditors of the Company atthe 76th Annual General Meeting (AGM) held on August 3 2017 for a period of five (5)consecutive years from the conclusion of the 76th AGM till the conclusion of the 81st AGM.

The Board of Directors of the Company at their meeting held on April28 2022 appointed

M/s. S R B C & Co LLP Chartered Accountants Mumbai (ICAI FirmRegistration No. 324982E/E300003) as Statutory Auditors of the Company for a second termof five (5) consecutive years from the conclusion of 81st AGM till the conclusion of 86thAGM subject to the approval of the shareholders at the ensuing AGM of the Company.

The Audit report for the financial year 2021-22 does not contain anyqualification reservation or adverse remarks. Further during the financial year 2021-22the Statutory Auditors have not reported any instances of fraud to the Audit Committee orBoard as per Section 143(12) of the Companies Act 2013.

25. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Board had in its meeting held on May 17 2021 appointed M/s. S. N.Ananthasubramanian & Co. Company Secretaries in practice (ICSI Unique Code:P1991MH040400 FCS No. 4206 COP No. 1774) to carry out the Secretarial Audit for thefinancial year 2021-22 under the provisions of Section 204 of the Companies Act 2013. TheSecretarial Audit Report in Form MR-3 is attached as Annexure 5 to this Report. TheSecretarial Audit Report for the financial year 2021-22 does not contain anyqualification reservation or adverse remarks.

26. ANNUAL RETURN

The Annual Return of the Company has been placed on the website of theCompany and can be accessed at https://www.colgateinvestors.co.in/annual-report

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the financial year 2021-22 there were no significant ormaterial orders passed by the Regulators or Courts or Tribunals impacting the goingconcern status and operations of the Company in the future.

28. MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting thefinancial position of the Company between the end of the financial year and date of thisreport.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on Board and General Meetings and Dividends.

30. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an adequate and talented team of internal auditors thatoversees the internal financial processes policies and recommends robust internalfinancial controls from time to time. These internal financial controls help to put inplace checks on the implementation of the internal financial controls policies &procedures that are adopted by the Company for ensuring an orderly and efficient conductof its business. These internal financial controls help in safeguarding assets prevention& detection of frauds and/or errors maintaining the accuracy and completeness of theaccounting & financial records. These controls help in the timely preparation oftransparent complete and accurate financial information and statements as per the laiddown accounting standards and principles. The Audit Committee of the Company evaluates theinternal financial controls system periodically.

31. AWARDS AND ACCOLADES

The Company has received the following awards and accolades during thefinancial year:

1) ET- Digiplus Awards 2021 (Gold) for:

- Best use of Branded Content.

- Best use of Integrated Strategy.

2) Indian Digital Awards 21 (Gold) for best use of video.

3) Indian Digital Awards 21 (Silver) for best use of content marketing.

4) Indian Digital Awards 21 (Bronze) for best use of You Tube.

5) ET Media Strategy Awards 21 (Bronze) for best use of IntegratedStrategy.

6) Digital Dragons Awards 2021 for best Content in Digital DisplayMarketing Campaign.

7) Mint Marketing Awards 21 for best Innovation & Creativity.

8) Economic Times Best Brands 2021.

9) Economic Times Best Organisation for Women 2022.

10) Most Trusted Brands of India 2021.

11) Best Audit Committee Award by Asian Center for Corporate Governanceand Sustainability.

32. ACKNOWLEDGEMENTS

Your Directors wish to convey their deepest appreciation for theunstinted dedication professionalism commitment and resilience displayed by theCompany's employees at all levels and business partners customers vendors etc. YourDirectors also wish to express their gratitude towards the Shareholders for theircontinued trust support and confidence.

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