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Colgate-Palmolive (India) Ltd.

BSE: 500830 Sector: Consumer
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OPEN 1452.00
VOLUME 13402
52-Week high 1823.00
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P/E 36.74
Mkt Cap.(Rs cr) 39,144
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Sell Price 0.00
Sell Qty 0.00
OPEN 1452.00
CLOSE 1444.50
VOLUME 13402
52-Week high 1823.00
52-Week low 1413.40
P/E 36.74
Mkt Cap.(Rs cr) 39,144
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report


The Members

Colgate-Palmolive (India) Limited

Your Directors are pleased to present their Report and Audited Accounts of the Companyfor the financial year ended March 31 2021.

1. Financial Results

(Rs In Crore)

F.Y. 2020-21 F.Y. 2019-20
Total Revenue (a+b+c) 4871.56 4574.33
Sales (Including Excise Duty) (a) 4810.48 4487.57
Other Operating Revenue (b) 30.74 37.52
Other Income (c) 30.35 49.24
Profit before Tax and exceptional items and Tax 1350.21 1043.36
Profit before Taxation 1350.21 1043.36
Tax Expense 314.83 226.89
Profit for the year 1035.38 816.47
Other Comprehensive Income (net of Tax)(gain) (3.24) 15.53
Total Comprehensive Income 1038.62 800.94
Balance brought forward 1170.46 1018.56
Profit available for appropriation 1038.62 800.94
Balance transferred to Retained Earnings from Share Options Outstanding Account 1.51 6.74
Appropriation :
Dividend (1468.72) (543.97)
Dividend Distribution Tax - (111.81)
Balance carried forward 741.86 1170.46

2. Business Performance

Reported Net Sales for the financial year 2020-21 stood at Rs 4810.48 crores againstRs 4487.57 crores of previous year. Net Sales increased by 7.2% in comparison to theprevious year. Reported Net Profit after tax for the financial year 2020-21 was Rs1035.39 crores an increase of 26.8% over the previous year. Despite the challengingbusiness and economic environment your Company continues to sustain its leadershipposition in both the Toothpaste and Toothbrush categories during the financial year2020-21.

3. Dividend

Your Company's Board of Directors declared two interim dividends aggregating to Rs38/- per share for the financial year 2020-21. The first interim dividend of Rs 18/- pershare was declared in October 2020 and the second interim dividend of Rs 20/- per sharewas declared in March 2021. The first interim dividend was paid on November 18 2020 andthe second interim dividend was paid on April 16 2021. Having declared two interimdividends your Company's Board has not recommended a final dividend for the financialyear 2020-21.

4. Transfer to Reserves

No amount has been transferred to the general reserves.

5. Focus on Innovation and New Launches / Campaign

Your Company is focused on delivering insight-driven innovation that providesvalue-added new products across all price points.

In the financial year 2020-21 the following products were launched/re-launched:Colgate Vedshakti's new brand proposition: With the "Mooh Swachh Toh AapHealthy" (Pure Mouth means a Healthy You) media campaign Colgate Vedshakti becamethe first Oral Care brand that educated consumers about the connection between Oral Health& Overall Health. Our mouth is a gateway to the body and it is imperative we keep itclean and germ free. This high decibel campaign was kickstarted with the launch of a newTVC and further amplified with multiple print & digital initiatives through the year.

The consumers resonated with the brand's message. A testimony to this was The EconomicTimes Brand Equity rating the Colgate Vedshakti media campaign #6 in their list of‘India's Top 100 Campaigns of 2020' across all advertised categories.

The flagship naturals brand strengthened its position as the Ayurvedic Oral Care expertwith two new launches - Vedshakti Mouth Protect Spray & Vedshakti Oil Pulling.

• Colgate Vedshakti Mouth Protect spray: Is a first of a kind solution powered byAyurveda that oyers instant germ kill through the convenience and simplicity of a mouthspray. When we are out of our homes it's not easy to keep the constantly growingmouth-germs in check. Colgate Vedshakti Mouth Protect Spray is a breakthrough innovation.It provides instant germ-killing action in the mouth refreshes mask-breath with its mintysaunf flavor and fits easily in the pocket.

• Colgate Vedshakti Oil pulling: Oil Pulling is an ancient oral ‘kriya'recommended in Ayurvedic scriptures as an essential part of daily morning health ritualsor ‘dinacharya'. Incorporating Oil Pulling to your existing oral regimen helps removeimpurities and promote Oral Health keeping Oral diseases at bay. Combining thiscenturies-old practice of Oil Pulling with Colgate's oral care expertise we created anantioxidant rich blend of 5 oils (Sesame Eucalyptus Basil Clove and Lemon) known todeep clean & detoxify the mouth every morning giving benefits in oral health andbeyond.

With the two new launches Colgate Vedshakti became an Ayurveda Platform. A newpremium visual identity was developed which unified all the brands in the portfolio andgave a distinct signature of Ayurvedic expertise to Brand Vedshakti.

With the Vedshakti Toothpaste Vedshakti Mouth Protect Spray & Oil Pulling we arenow providing a range of oral care solutions that helps to keep your mouth clean anddetoxified to help you stay healthy. Colgate Super Flexi Salt: India's #1 sellingtoothbrush brand Super Flexi has launched the first ever Salt toothbrush with Saltinfused slim tip bristles to provide superior cleaning. This oyering comes at anattractive price point of Rs 25.

Colgate Zig Zag Turmeric: Colgate Zig Zag Turmeric is India's first turmerictoothbrush. The brush has the unique offering of 100% Anti-bacterial bristles infused withturmeric that inhibit bacterial build up on the bristle surfaces. This oyering is anextension to Colgate's range of Natural toothbrushes at Rs 35. Colgate Magik: To makebrushing an exciting and interactive learning experience and to help kids develop rightoral care habits we have launched Colgate Magik a first of its kind augmented realitytoothbrush that completely transforms toothbrushing time into a fun adventure.

Toothpaste for Diabetics: Diabetes and Oral care are closely interlinked and betteroral care can help in better diabetes management. Your Company has launched Colgate'sfirst ever Toothpaste for Diabetics. It's unique formula harnesses the goodness ofAyurvedic ingredients with cutting edge oral science helping people with Diabetes keeptheir gums healthy thus helping them manage oral care as part of their diabetesmanagement.

Colgate Visible White Instant: We launched Colgate Visible White Instant a toothpastewhich promises an instant teeth whitening benefit to consumers. It has a unique technologyand contains optical brighteners that whiten teeth from the first brushing itself. ColgateZig Zag Anti Bacterial: One of India's leading toothbrush brands "Colgate ZigZag" is now equipped with 100% Anti-Bacterial bristles transforming into Colgate ZigZag Anti-Bacterial. Infused with Silver Ions these unique bristles inhibit bacteria buildup on the bristle surface. Inside the mouth Zig Zag's multi-angled bristles remove germsin between teeth. New Zig Zag now oyers superior benefits for overall protection.

Palmolive Hand Sanitizer: Palmolive India launched it's range of sanitizers in a recordtime as an agile response during the onset of the COVID pandemic in the country.Palmolive Antibacterial Hand Sanitizer kills 99.9% of disease-causing germs instantlywithout using soap or water. Its 72% alcohol based formula helps protect from illnesscausing germs and infection. The non-sticky gel based formula is safe for hands andleaves them feeling soft and pampered.

Colgate Gentle Range: The New ‘Colgate Gentle' addresses the growing need for abrushing experience that doesn't harm soft tissues in the mouth or aggravate problems. Therange has been specially curated with Dentists to deliver enhanced care for a healthymouth and is also endorsed by IDA (Indian Dental Association).

• Gentle Clean for effective everyday care at an ayordable entry price point of Rs30

• Gentle Sensitive specially designed for Sensitive teeth at Rs 50

• Gentle GumCare designed to improve gum health in 4 weeks at Rs 75

• Gentle Enamel designed to gently protect tooth enamel & priced at a premiumof Rs 120

• And finally the flagship bundle Gentle Ultrafoam with a patented designtechnology that delivers enhanced foam for a gentlest yet superior Clean.

Palmolive Hand wash 150ml Doy Packs: Palmolive Liquid Handwash variants of Sea Mineralsand Orchid Milk were re-launched in an innovative 150ml doy pack with a spout inSeptember'20. The pack provides an added convenience of use to the consumer with theunique spout design. The pack reached a phenomenal distribution of around 198000 storesin it's launch month.

Palmolive Charcoal and Mint Bodywash: An E-commerce exclusive pack Palmolive BodyButter Charcoal & Mint Bodywash is infused with Charcoal and Mint. The naturalcleansing power of charcoal removes impurities and mint adds a long-lasting freshness. Itworks like a scrub for the skin and has pH balanced formula along with 0% AlcoholParabens Silicones Animal derivatives Gluten or Bpa; making it safe for any skin type.

Palmolive Luminous Oil Enriching Bodywash: An extension to the Luminous Range ofBodywash Palmolive Luminous Oil Enriching Bodywash comes with a rich formula infused with100% natural ingredients. Coconut hydrates and leaves skin feeling soft and supple whileJojoba Oil helps in skin repair and damage control.

Colgate DentistsforMe: To stay at the forefront of oral care and to spread smile duringthis pandemic when dentists clinics were shut your Company has launched the first of its kind teledentistry platform that brings to people fromall over India access to Dentists from the comfort of their homes. You can video audiocall or chat with the 250+ dentists across the country whom we have partnered with to gethelp with dental issues that you or anyone in the family might face completely free ofcharge! Dental Problems despite not being fatal are grievously painful when they occurand on occasions when meeting a dentist physically is inconvenient. is an easy option to consult an expert dentist in a click. DentistsforMeapp is available on Google Play Store and Apple Store or you may sign up

6. Sustainability a. Your Company is an environmentally conscious Company that believesin protecting the environment and building a sustainable society. The Company is committedto doing business with integrity and respect for all people and the planet. Achievingeconomic social and environmental performance in today's business climate requires a longterm sustainability strategy that is executed with discipline year after year. Colgate'ssustainability strategy is focussed on the three areas of People Performance and Planet.

I. People: Promoting healthier lives Contributing to the Communities where we live andwork:

• Your Company is committed to continuously improve employees' health and reducetheir health risks and encouraging healthier living for employees and their families.

• Colgate employees have been provided with free health check.

II. Performance: Growing the business with innovative more sustainable products thatmake the lives of consumers healthier and more enjoyable:

• Your Company endeavors to improve the sustainability profile of new products andproduct updates drive sustainability with breakthrough product and process innovationincrease the recyclability of our packaging and increased recycled content have apositive impact by expanding access to ayordable health and wellness products for millionsof people in underserved communities and use the power of our brands to build awarenessand drive engagement in product sustainability.

III. Planet: Conserving Earth's finite resources addressing climate change andmaintaining the well-being of our planet for generations to come:

• Your Company is committed to address key environmental issues such as energyuse carbon emissions water use and waste generation as well as deforestation.

• Colgate has robust policies in place for sustainable use of and environmentallysound disposal of waste generated during our processes and making every drop of watercount and reducing our impact on the climate and the environment. More information onconservation of energy and measures undertaken by your Company are mentioned in Annexure 3to this report.

Your Company has received TRUE Zero Waste Platinum certification in 2019 for all itsfour manufacturing sites in India from Green Business Certification Inc. (GBCI) thepremier organization independently recognizing excellence in green business industryperformance and practice globally. Your Company is the first in India to receive suchcertification. GBCI administers TRUE Zero Waste certification a program for businesses toassess performance in reducing waste and maximizing resource efficiency. Facilities earnTRUE certification by achieving minimum program requirements and attaining points; theprogram operates on a ranking system with ‘Platinum' being the highest certificationlevel. We continue to maintain the certification as our Diversion Rating at more than 90%as per the requirements. b. As an organization we continue to live our values and remainunwavering in our focus to improve the health and well being of our consumers. One of ourtopmost priorities of the Company has been the health and safety of its people. TheCompany continues to ensure health and safety of its employees and other stay tookadequate pre-emptive measures on travel restriction and enhancing the hygiene &sanitization protocols across all offices and plants. We are thankful to our customersbusiness partners and employees for their continued support during these challengingtimes. Our sharp focus aimed at fulfilling demand and ensuring uninterrupted accessensured agile and innovative approaches specifically in our Supply Chain and Distributioneyorts. Our disciplined approach to managing all revenue and cost drivers despite all theuncertainties and challenges around us on account of the pandemic drove improvements inkey financial metrics. We continue to focus our eyorts on providing our consumers with afuture they can smile about with their health and well-being at the core. During thefinancial year 2020-21 your Company has ensured to extend wholehearted support to combatthe ongoing COVID-19 crises by distribution of ration kits hygiene products handsanitizers etc across geographies in India. While Colgate has globally tied up with theWorld Health Organization for donation of hygiene products we at Colgate India took amulti-fold approach to support the communities which were adversely impacted and weappreciate eyorts of on the ground teams of NGO partners support extended by Governmentbodies and local administration of the areas and communities we operate. Leveraging thestrength of our brand and our presence across India over the past 80 years we haveresponded with agility to the specific challenge of reaching our products to our consumersat this time. The Company's commitment towards its core values together with the strengthof the Company's brands its best-in-class distribution network and its cost-savinginitiatives should position the Company well to increase stakeholder value over the longterm.

7. Responsibility Statement

Pursuant to Section 134 sub-section (3)(c) read with sub-section (5) of the CompaniesAct 2013 your Company's Directors based on the representations received from theManagement confirm that: a) in the preparation of the Annual Accounts for the financialyear ended March 31 2021 the applicable Accounting Standards have been followed and thatno material departures have been made from the same; b) they have selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of ayairs of theCompany at the end of the financial year and of the profit and loss of the Company forthat period; c) to the best of their knowledge and information they have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; d) they have prepared the AnnualAccounts on a going concern basis; e) they had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating eyectively; and f) they have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeyectively.

8. Corporate Governance

A separate report on Corporate Governance along with the Auditors' Certificate on itscompliance with the corporate governance requirements under the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations") is attached as Annexure 1 to this Report.

9. Corporate Social Responsibility

Your Company is engaged in a variety of corporate social activities which focus onpromoting oral health education empowering children with education enhancing access towater and supporting livelihoods & women empowerment through water augmentation. Thesesocial initiatives reflect your Company's core values of caring global teamwork andcontinuous improvement. These initiatives are carried out through a variety of eyectiveprograms in accordance with the requirements of Schedule VII of the Companies Act 2013by the Company and in partnership with reputed NGOs and agencies. The Board of Directorsand the CSR Committee closely review and monitor from time to time the various CSRactivities undertaken by the Company.

The following are the key CSR programs undertaken by your Company during the financialyear 2020-21: i. Bright Smiles Bright FuturesTM; ii. Education programs withSeva Mandir and Action Aid and supporting Read India program of Pratham; iii. A PositiveStep program with NGO NTP+ for children infected & ayected with HIV+ ; iv.Employability linked skilling program "Saksham" with SEEDs and Learnet skills;v. Water program with Water for People India Trust and Water Augmentation for livelihoodsand Women Empowerment with Seva Mandir; vi. Keep India Smiling Foundational ScholarshipProgram with Shikshadaan; and vii. COVID-19 relief work for communities adversely impactedthrough various NGO partners A detailed description of the above programs/ activities iscontained in the Annual CSR Report attached as Annexure 2 to this Report.

The contents of the CSR Policy as well as the CSR programs undertaken by the Companyare available on the Company's website at http://www.colgate. HomePage.cvsp

10. Employee Relations

The Employee Relations in the Company continued to remain healthy cordial andprogressive in the financial year 2020-21.

At Colgate we consider every employee as one of the most valuable resourcescontributing towards the long term success of the Company. Our employees are committed toacting with compassion integrity honesty and high ethics in all situations. As perColgate's core values all employees are treated with equality and fairness and providedwith opportunities to develop their career aspirations while working with the Company inIndia and where possible outside of India on assignments with group companies ofColgate.

Your Company has zero tolerance towards any kind of harassment including sexualharassment or discrimination. Your Company has constituted an Internal ComplaintsCommittee (ICC) to investigate and resolve sexual harassment complaints. Employees areencouraged to speak up and report any such incidences to the ICC. Your Company has alsoimplemented a Policy on Prevention of Sexual Harassment which is reviewed by the ICC atregular intervals. Any complaint made to the ICC is treated fairly and confidentially.There were no pending complaints as of the end of the financial year 2019-20. During thefinancial year 2020-21 five complaints were received investigated and resolved by theICC.

Your Company also recognizes and follows "Managing with Respect Principles"which are applicable not only within Colgate but also while its employees are dealing withits customers suppliers vendors etc. Managing with Respect is the way Colgate people putour values into action. It is creating an environment where people feel free to oyersuggestions contribute ideas and resources and help grow the business. Managing withRespect creates an environment where people genuinely care about each other and work welltogether to reach their full potential.

11. Trade Relations

Your Directors wish to record appreciation of the continued unstinted support andcooperation from its retailers stockists suppliers of goods/ services clearing andforwarding agents and all others associated with it. Your Company will continue to buildand maintain a strong association with its business partners and trade associates.

12. Energy Conservation Technology Absorption and Foreign Exchange

The information required under Section 134(3)(m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 with respect to conservation of energy technologyabsorption and foreign exchange earnings/outgo is attached asAnnexure 3 to this Report.

13. Particulars of Employees

Information as per Section 197 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in Annexure4 to this Report.

The statement containing the names of top ten employees in terms of remuneration drawnand the particulars of employees as required under Section 197(12) of the Companies Act2013 read with Rule 5(2) of the aforementioned Rules will be made available on requestsent to the Company on

14. Directors and Key Managerial Personnel

During the financial year 2020-21 the following changes took place in the Board ofDirectors and the Key Managerial Personnel (in the order of their occurrence):

1) Appointed Mr. Sekhar Natarajan (DIN: 01031445) and Ms. Gopika Pant (DIN: 00388675)as Independent Directors of the Company for a period of 5 (five) consecutive years witheyect from May 21 2020;

2) Appointed Mr. Surender Sharma (DIN: 02731373) as Whole- time Director of the Companyfor a period of 5 (five) consecutive years with eyect from May 21 2020; and

3) Re-appointed Ms. Shyamala Gopinath (DIN: 02362921) as an Independent Director of theCompany for a second term commencing from July 30 2020 to May 31 2024.

The Company has received the necessary disclosures under the Companies Act 2013 andthe SEBI Listing Regulations including declarations from all Independent Directors thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 and the SEBI Listing Regulations. In the opinion of the Board the IndependentDirectors fulfill the conditions specified in the SEBI Listing Regulations and areindependent of the management. Further the Independent Directors possess integrity andnecessary expertise & experience (including the proficiency) which bring tremendousvalue to the Board and to the Company.

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. ChandrasekarMeenakshi Sundaram (DIN: 07667965) Whole-time Director retires by rotation at theensuing AGM and being eligible has oyered himself for re-appointment. The Boardrecommends his re-appointment.

Further based on the recommendation of the Nomination & Remuneration Committeethe Board at its meeting held on May 17 2021 considered and approved the re-appointmentof Mr. M.S. Jacob (DIN: 07645510) as a Whole-time Director & CFO of the Company for aperiod of 5 (five) consecutive years with eyect from October 28 2021 subject to theapproval of shareholders and any other necessary approvals as may be required.

A detailed profile of all the Directors of your Company is available on the Companywebsite at https://www.

15. Familiarization Program

Your Company has been regularly familiarizing the Independent Directors on its Boardwith detailed presentations by its business functional heads and others on the Companyoperations strategic business plans new products and technologies. Apart from aboveIndependent Directors are also familiarized with various regulatory developments changesin laws etc. A detailed description of the familiarization programs extended to theIndependent Directors during the financial year is disclosed on the Company website at Gist of Familiarization programs conductedduring the financial year 2020-21 are as follows:

Sr. No. Programme/Presentation
1. Update on Business operations
2. Strat plan
3. Regulatory update and Corporate Governance
4. Update on Brand protection Risk
5. Presentation on compliance
6. Update on eCommerce in India
7. Swarna Vedshakti (SVS) platform Update
8. Innovation & R&D - Update
9. Business update on Western Region
10. Update on Cyber Security

16. Policies

The Board of Directors of your Company from time to time has framed and revisedvarious Policies as per the applicable Acts Rules and Regulations and Standards of bettergovernance and administration of your Company. Some of the important Policies that areframed by your Board include the following:

i) Nomination & Remuneration Policy: This Policy sets the objective terms ofreference functions and scope of the Nomination & Remuneration Committee fordetermining qualifications experience independence etc. relating to the appointment andremuneration for the Directors Key Managerial Personnel and Senior Management employeesof the Company.

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

This Policy sets out the role of the CSR Committee of the Board of Directors whichincludes identification of the areas where the CSR activities will be performedevaluation of CSR activities review the CSR spending vis-a-vis the activities implementedand monitoring the process of CSR projects/ programs of the Company.

iii) Risk Management Policy: This Policy provides the framework for identification ofrisks of the Company risk assessment and prioritization loss prevention measures andother risk management measures for the Company.

iv) Related Party Transactions Policy: This Policy regulates the entry intotransactions 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: This Policy laysdown the criteria for determining the materiality of an event or information of theCompany for purposes of making required disclosures to the stock exchanges pursuant to theSEBI Listing Regulations.

vi) Records Management Policy: This Policy establishes general guidelines forretaining preserving and archiving important documents and information.

vii) Code of Conduct for dealing in the Company's Securities: Pursuant to the SEBI(Prohibition of Insider Trading) Regulations 2015 your Company has framed a Code ofConduct on prohibition of insider trading.

viii) Dividend Distribution Policy: This Policy describes the circumstances under whicha Member may or may not expect a dividend and the financial parameters and internal andexternal factors which are considered by the Board of Directors for declaration ofdividend.

ix) Policy on Retirement of Directors: This Policy lays down the age criteria forretirement of Directors on the Board of the Company. The criterion for age is desirable toallow smooth retirement for the purpose of succession planning and further to inductrequisite skills and competencies on the Board of the Company with appropriate continuity.

The Statutory Policies are available in the Investors Section on the website of theCompany at https://

17. Number of Board Meetings

During the financial year 2020-21 5 (five) Board meetings were held. The details ofthe meetings are provided in the Corporate Governance Report that forms part of theBoard's Report.

18. Committees

The Board of Directors of your Company has established various Board committees toassist in discharging their duties. These include the Audit Committee the Nomination& Remuneration Committee the Risk Management Committee the Stakeholders'Relationship Committee and the Corporate Social Responsibility Committee. The Board hasapproved the terms of reference for each of these committees. All the committees of theBoard hold their meetings at regular intervals and make their recommendations to the Boardfrom time to time.

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

19. Annual Performance Evaluation by the Board

Pursuant to the provisions of the Companies Act 2013 and the SEBI Listing Regulationsthe Board has carried out an Annual Performance Evaluation of its own performance theDirectors individually as well as the evaluation of the working of the Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report that forms part of the Board's Report.

The annual performance evaluation process has been designed in such a manner whichhelps to measure eyectiveness of the entire Board and its Committees. Such processes helpin ensuring overall performance of the Board and demonstrates a high level of corporategovernance standards. There are various key performance areas and evaluation criteriaswhich are measured and analysed during the annual performance evaluation process few ofthem are as follows:

Sr. No. Particular Key performance areas/evaluation criteria
1. For Independent Directors • Fulfilling the criteria of Independence and is independent from the management.
• Devoting sufficient time and attention towards professional obligation for informed and balanced decision making.
• Exercises responsibilities in a bona fide manner in the interest of the Company.
2. For Executive Directors • Maintains a high standard of ethical behaviour and does not have a conflict of interest with the Company.
• Understands duties responsibilities qualifications disqualifications and liabilities as a director.
• Ensure best Corporate Governance practices and compliance with the applicable laws and regulations.
3. For the Chairperson • Maintains a high standard of ethical behavior and provides eyective leadership.
• Encourages active participation by all members of the Board and promotes open communication.
• Well prepared on the issues and provides constructive contribution and inputs in Meetings.
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 eyectively with sufficient time spent on significant or emerging issues.
5. For the Board • Composition is appropriate in terms of its diversity balance of skills experience and independence.
• Members of the Board serving as Independent Directors are sufficiently independent from the Management.
• Board meetings are conducted eyectively with sufficient time spent on significant or emerging issues.

20. Vigil Mechanism

Your Company has an effective Vigil Mechanism system which is embedded in its Code ofConduct. The Code of Conduct of your Company serves as a guide for daily businessinteractions reflecting your Company's standard for appropriate behaviour and livingcorporate values. The Code of Conduct applies to all Colgate people including DirectorsOfficers and all employees of the Company. Even your Company's vendors and suppliers aresubject to the Third Party Code of Conduct requirements as adherence to the same to theextent applicable is a prerequisite for conducting business with your Company. The Codeof Conduct Hotline is available on the Company website to report any concerns aboutunethical behaviour 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. Your Company conducts various training and awareness sessions on Code of Conduct ona continuous basis.

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

21. Public Deposits

During the financial year 2020-21 your Company has not accepted any Public Depositsunder Chapter V of the Companies Act 2013.

22. Loan Guarantees and Investment

Particulars of loans guarantees and investment made by the Company pursuant to Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements.

23. Related Party Contracts & Arrangements

All related party transactions done by the Company during the financial year 2020-21were at arm's length and in the ordinary course of business. All related partytransactions were reviewed and approved by the Audit Committee. During the financial year2020-21 your Company has not entered into any material related party transaction as perthe SEBI Listing Regulations with any of its related parties. Disclosures pursuant to theAccounting 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's website.

The shareholders of the Company had approved a Material Related Party Transaction forpayment of Royalty to Colgate Palmolive Company USA Promoter Company through postalballot in the financial year 2019-20. The said approval was sought for 5 (five) yearseyective from July 01 2019.

As there were no related party transactions which were not in the ordinary course ofthe business or not on arm's length basis and also since there was no material relatedparty transaction as stated above disclosure under Section 134(3)(h) in Form AOC-2 of theCompanies Act 2013 is not applicable.

24. Auditors

M/s. S R B C & Co LLP Chartered Accountants Mumbai (ICAI Firm Registration No.324982E/ E300003) were appointed as Statutory Auditors of the Company at the 76th AGMheld on August 3 2017 for a period of five consecutive years from the conclusion of the76th AGM till the conclusion of the 81st AGM subject to ratification by Members of theCompany at every AGM to be held thereafter. Further in view of the amended provisions ofSection 139 of the Companies

Act 2013 notified on 7th May 2018 the Members at the 77th AGM have ratified theappointment of M/s. S R B C & Co LLP Chartered Accountants Mumbai (ICAI FirmRegistration No. 324982E/ E300003) as Statutory Auditors of the Company for theirremaining tenure i.e. upto the conclusion of the 81st AGM without requiring yearlyratification thereof.

The Audit report for the financial year 2020-21 does not contain any qualificationreservation or adverse remarks. Further during the financial year 2020-21 the StatutoryAuditors have not reported any instances of fraud to the Audit Committee or Board as perSection 143(12) of the Companies Act 2013.

25. Secretarial Auditor & Secretarial Audit Report

The Board had appointed M/s. S.N. Anantha subramanian & Co. Company Secretaries inpractice to carry out the Secretarial Audit under the provisions of Section 204 of theCompanies Act 2013. The report of the Secretarial Auditor in Form MR-3 is attached asAnnexure 5 to this Report. The Secretarial Auditors' Report for the financial year 2020-21does not contain any qualification reservation or adverse remarks.

26. Annual Return

The Annual Return of the Company has been placed on the website of the Company and canbe accessed at

27. Business Responsibility Report

The Business Responsibility Report for the financial year 2020-21 as stipulated underRegulation 34 of the SEBI Listing Regulations is attached as Annexure 6 to this Report.

28. Significant and Material Orders passed by the Regulators or Courts

During the financial year 2020-21 there were no significant or material orders passedby the Regulators or Courts or Tribunals impacting the going concern status and operationsof the Company in the future.

29. Material changes ayecting the Company

There have been no material changes and commitments ayecting the financial position ofthe Company between the end of the financial year and date of this report.

30. Compliance with Secretarial Standards

Your Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board and General Meetings and Dividends.

31. Adequacy of Internal Financial Controls

Your Company has an adequate and talented team of internal auditors that oversees theinternal financial processes policies and recommends robust internal financial controlsfrom time to time. These internal financial controls help to put in place checks on theimplementation of the internal financial controls policies & procedures that areadopted by the Company for ensuring an orderly and efficient conduct of its business.These internal financial controls help in safeguarding assets prevention & detectionof frauds and/or errors maintaining the accuracy and completeness of the accounting &financial records. These controls help in the timely preparation of transparent completeand accurate financial information and statements as per the laid down accountingstandards and principles. The Audit Committee of your Company evaluates the internalfinancial controls system periodically.

32. Acknowledgements

Your Directors wish to convey their deepest appreciation for the unstinted dedicationprofessionalism commitment and resilience displayed by the Company's employees at alllevels and business partners customers vendors etc. Your Directors also wish to expresstheir gratitude towards the Shareholders for their continued trust support andconfidence.

On behalf of the Board
R. Raghavan M.S. Jacob
Managing Director Whole-time Director
Place: Mumbai & CFO
Date: May 17 2021 (DIN : 08511606) (DIN : 07645510)