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Godrej Agrovet Ltd.

BSE: 540743 Sector: Agri and agri inputs
NSE: GODREJAGRO ISIN Code: INE850D01014
BSE 00:00 | 27 Jan 519.30 -0.15
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519.10

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530.00

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512.45

NSE 00:00 | 27 Jan 519.30 -0.55
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OPEN 519.10
PREVIOUS CLOSE 519.45
VOLUME 6507
52-Week high 746.80
52-Week low 469.70
P/E 32.74
Mkt Cap.(Rs cr) 9,976
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 519.10
CLOSE 519.45
VOLUME 6507
52-Week high 746.80
52-Week low 469.70
P/E 32.74
Mkt Cap.(Rs cr) 9,976
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Godrej Agrovet Ltd. (GODREJAGRO) - Director Report

Company director report

Corporate Identity Number (CIN): L15410MH1991PLC135359 FOR THEFINANCIAL YEAR ENDED MARCH 31 2021 TO THE MEMBERS:

Your Directors have pleasure in presenting the Directors' Reportalong with the Audited Financial Statements for the Financial Year 2020-21.

1. FINANCIAL SUMMARY:

Your Company's Standalone and Consolidated performance during theFinancial Year 2020-21 as compared with that of the previous Financial Year 2019-20 issummarized below:-

(Rs in Crore)

Particulars

Standalone Consolidated

2020-21 2019-20 2020-21 2019-20
Total Income 4513.81 5159.69 6306.27 7010.86
Profit Before Taxation & Exceptional Items 352.56 359.22 453.10 358.55
Add: Exceptional Items

-

-

-

(9.92)
Profit Before Taxation (PBT) 352.56 359.22 453.10 348.63
Less: Provision for Taxation 73.56 65.91 105.53 48.05
Profit After Taxation (PAT) 279.00 293.31 347.57 300.58

2. REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY ITSSUBSIDIARIES & JOINT VENTURES & OTHER ASSOCIATES:

Review of Operations / State of Affairs of the Company:

There has been no change in the nature of business of your Companyduring the Financial Year 2020-21.

Businesses of the Company:

Animal Feed:

During the Financial Year 2020-21 the Animal Feed segment posted astrong growth in segment results which grew by 24.12% year-on-year mainly supported byfavorable raw material prices and realisation of Research & Development (R&D)benefits. However COVID-led lockdown adversely impacted the volumes and revenues in thissegment. Demand for cattle broiler and layer feed is directly dependent on demand for endprotein products namely milk chicken and eggs. HoReCa (Hotels Restaurants andCatering) segment forms nearly 30%-35% of the consumption of the end protein products anddemand from this segment significantly declined in the Financial Year 2020-21. As aresult overall segment volumes for feed declined by 13.07% year-on- year and thiscoupled with soft commodity prices led to a 16.80% decline in segment revenues. Howeverfish feed and shrimp feed provided some respite and volumes and revenues grew for fishfeed and shrimp feed year-on-year despite the industry declining.

Crop Protection:

During the Financial Year 2020-21 standalone segment revenues andsegment results in respect of the Crop Protection business were Rs 581.47 Crore and Rs153.42 Crore respectively (Rs 567.72 Crore and Rs 153.84 Crore respectively reported inthe Financial Year 2019-20). The focus of the Company was to accelerate the collection andimprove the working capital cycle in this segment. The collections increased by 27.00%year-on-year and the working capital cycle has also improved. Your Company also partneredwith other leading agrochemical companies to increase the sale of its in-house herbicides.

Vegetable Oil:

The Vegetable Oil segment recorded segment revenues of Rs 710.04 Croreduring the Financial Year 2020-21 as compared to revenues of Rs 673.50 Crore reported inthe Financial Year 201920. Segment revenue growth was driven by an increase in prices ofcrude palm oil and palm kernel oil during the year under review. However the segmentresults were impacted and declined to Rs 83.75 Crore from Rs 89.34 Crore during theFinancial Year 2020 -21 due to lower arrival fresh fruit bunches and lower oil extractratio.

Review of Operations / State of Affairs of Subsidiaries Joint Ventures& Other Associates:

Your Company has interests in several businesses including dairyproducts poultry value-added vegetarian and nonvegetarian products cattle breeding anddairy farming through its Subsidiaries Joint Ventures and other Associates.

According to the provisions of Section 129(3) of the Companies Act2013 read with Rule 5 of the Companies (Accounts) Rules 2014 a statement containing thesalient features of the financial statements of our Subsidiaries Associates and JointVentures in the Form AOC-1 is annexed and form part of the Financial Statement. Thestatement provides the details of the performance and financial position of each of theSubsidiaries Associates and Joint Ventures. In accordance with Section 136 of theCompanies Act 2013 the Audited Financial Statements including the

Consolidated Financial Statements Audited Accounts of all theSubsidiaries and other documents attached thereto are available on your Company'swebsite: www.godrejagrovet.com.

Your Directors present herewith a broad overview of the operations andfinancials of Subsidiaries Joint Ventures and other Associates of your Company asfollows:

A. Review of Operations / State of Affairs of the Subsidiaries andother Associates of the Company:

1. Godvet Agrochem Limited:

Godvet Agrochem Limited ("Godvet") is a wholly ownedsubsidiary of your Company. During the Financial Year 2020-21 Godvet recorded ProfitBefore Tax of Rs 3.76 Crore as compared to Profit Before Tax of Rs 0.82 Crore in theFinancial Year 2019-20.

2. Astec LifeSciences Limited & its Subsidiaries:

Astec LifeSciences Limited ("Astec") manufacturesagrochemical active ingredients (technical) bulk and formulations intermediate productsand sells its products in India as well as exports them to approximately 24 countries.During the Financial Year 2020-21 Astec recorded consolidated total income of Rs 562.79Crore representing a growth of 5.30% over the previous Financial Year. Profit beforeexceptional items and tax also increased to Rs 89.07 Crore which is a growth of 45.18%year-on-year.

The Shareholding of the Company in Astec as on March 312021 was12204016 i.e. 62.30% of the total Paid-up Equity Share Capital of Astec.

Subsidiaries of Astec LifeSciences Limited:

Astec had the following 3 (three) subsidiaries during the FinancialYear 2020-21:

(i) Behram Chemicals Private Limited:

During the Financial Year 2020-21 Behram Chemicals Private Limitedreported a Profit Before Tax of Rs 0.09 Crore as compared to Profit Before Tax of Rs 0.08Crore during the previous Financial Year 2019-20.

(ii) Comercializadora Agricola Agroastrachem Cia Ltda (BogotaColumbia):

During the Financial Year 2020-21 Comercializadora AgricolaAgroastrachem Cia Ltda reported a Profit/ Loss Before Tax of Rs 0.00* Crore as comparedto Nil Profit Before Tax of during the previous Financial Year 2019-20.

* The amount reflected as "0.00" in Financial results arevalue with less than Rs 1 Lakh.

(iii) Astec Europe Sprl (Belgium Europe):

During the Financial Year under review Astec has sold off its equitystake in Astec Europe Sprl and consequently Astec Europe Sprl ceases to be a subsidiaryof Astec with effect from September 1 2020. During the period ended August 31 2020

Astec Europe Sprl reported a Loss Before Tax of (Rs 0.0055 Crore) ascompared to a Loss Before Tax of (Rs 0.0109 Crore) reported during the correspondingperiod last year.

3. Creamline Dairy Products Limited:

Creamline Dairy Products Limited ("CDPL") is one of theleading private dairy companies in Southern India and its products are sold under thebrand name ‘Godrej Jersey'. During the Financial Year 2020-21 CDPL recorded atotal income of Rs 1038.65 Crore representing a year-on-year decline of 13.42%. Thedemand for milk and milk products was impacted by lower demand from the HoReCa segment andlower out-of-home consumption. However profitability benefited from lower procurementprices and lower fixed costs and CDPL recorded a Profit Before Tax of Rs 7.29 Crore in thecurrent Financial Year 2020-21 vis-a-vis Rs 3.14 Crore in the previous year.

4. Godrej Tyson Foods Limited:

Godrej Tyson Foods Limited ("GTFL") is engaged in themanufacturing of processed poultry and vegetarian products through its brands 'Real GoodChicken' and 'Yummiez'. GTFL is also engaged in the sale of live birds in the market. YourCompany currently holds a 51.00% equity stake in GTFL.

During the Financial Year 2020-21 GTFL recorded a total income of Rs604.22 Crore representing year-on-year growth of 17.10%. Further GTFL posted a ProfitBefore Tax of Rs 22.67 Crore compared to a Loss Before Tax of (Rs 77.18 Crore) reported inthe previous year. Growth in revenues and profitability is driven by the strongperformance of the Live Bird and the Yummiez segments.

5. Godrej Maxximilk Private Limited:

Godrej Maxximilk Private Limited ("GMPL") became a subsidiaryof your Company in the Financial Year 2018-19. Your Company has increased its stake inGMPL to 74.90% in the Financial Year 2020-21 from 74.00% stake in the previous FinancialYear.

GMPL is engaged in in-vitro production of high-quality cows that aiddairy farmers produce top-quality milk thereby increasing their yield by a significantproportion. For the Financial Year 2020-21 GMPL has reported a Loss Before Tax of (Rs8.14 Crore) as compared with a Loss Before Tax of (Rs 7.80 Crore) in the previous year.

B. Review of Operations / State of Affairs of Joint Ventures (JVs):

(i) ACI Godrej Agrovet Private Limited Bangladesh:

ACI Godrej Agrovet Private Limited (ACIGAVPL) recorded revenues of Rs1251.43 Crore during the Financial Year 2020-21 as compared with revenues of Rs 1027.17Crore during Financial Year 2019-20.

ACIGAVPL continues to remain amongst top players in all the feedcategories it operates in Bangladesh.

(ii) Omnivore India Capital Trust:

The Company has an investment in the units of Omnivore India CapitalTrust a venture capital organization that invests in Indian start-ups developingbreakthrough technologies for food and agriculture. This investment is considered as ajoint venture as the Company participates in the key activities jointly with theInvestment Manager.

C. Review of Operations / State of Affairs of Other Associates of theCompany:

Al Rahba International Trading Limited Liability Company United ArabEmirates (UAE):

Your Company currently has a 24.0% stake in Al Rahba InternationalTrading Limited Liability Company ("Al Rahba") an associate (with a 33.33%share in profits). The investment in Al Rahba appears as a part of current investmentduring the Financial Year 2020-21.

3. FINANCE & CREDIT RATING:

Your Company continues to manage its treasury operations efficientlyand has been able to borrow funds for its operations at competitive rates. During theFinancial Year 2020-21 your Company has obtained dual rating as follows:

Credit Rating by ICRA Limited

The credit rating granted by ICRA Limited to your Company has beenre-affirmed at "[ICRA]AA Stable" with respect to Long Term Fund Based Bankfacilities and "[ICRA]A1+ Stable" with respect to Short Term Fund Basedfacilities (including for Commercial Paper).

Credit Rating by CRISIL

The credit rating granted by CRISIL during the Financial Year 202021 toyour Company is "CRISIL A1+ Stable" to the Commercial Papers of the Company.

4. INFORMATION SYSTEMS:

During the Financial Year 2020-21 in continuation of its digitaljourney your Company has implemented the following technology solutions for itself andits Subsidiaries and Joint Ventures in order to automate and improve upon businessfunctions and processes:

- In view of the ongoing pandemic to ensure seamless collaborationamongst employees and stakeholders your Company has deployed collaboration tools like MSTeams Zoom;

- Deployed all the necessary tools and technologies which are essentialfor accessing all business applications from anywhere in a secure manner;

- Deployed state-of-the-art network infrastructure at data center andend points to protect business critical systems from external cyber threats;

- Major focus on digital transformation and automation of businessprocesses is underway to enhance productivity; and

- Analytical solutions based on latest tools and technologies are beingimplemented for improved business visibility and faster decision-making.

5. MANUFACTURING FACILITIES:

Your Company has several manufacturing facilities across the countryincluding but not limited to the following:-

Animal Feed:

Sachin (Surat - Gujarat) Miraj (Sangli - Maharashtra) Dhule(Maharashtra) Khanna (Ludhiana - Punjab) Ikolaha (Ludhiana - Punjab) Khurda (Orissa)Chandauli (Uttar Pradesh) Kharagpur (West Bengal) Erode (Tamil Nadu) Hajipur (Bihar)Tumkur (Karnataka) Medchal (Telangana) and Unnao (Uttar Pradesh).

Aqua Feed:

Hanuman Junction (Krishna District - Andhra Pradesh) and Kondapalli(Vijayawada - Andhra Pradesh)

Crop Protection Business:

Samba (Jammu & Kashmir) and Lote Parshuram (Ratnagiri -Maharashtra)

Vegetable Oils:

Ch. Pothepalli (West Godavari District - Andhra Pradesh) Chintampalli(West Godavari District - Andhra Pradesh) Seethanagaram (West Godavari District - AndhraPradesh) Varanavasi (Ariyalur - Tamil Nadu) Valpoi (Sattari - Goa) and Kolasib (Mizoram)

6. HUMAN RESOURCES:

Your Company has amicable employee relations at all locations and wouldlike to place on record its sincere appreciation for the unstinted support it continues toreceive from all its employees.

During the pandemic year 2020-21 you Company undertook severalmeasures to maintain high health and hygiene standards at the workplace. In the month ofApril 2020 itself your Company announced the decision of not making any salary cuts aswell as job cuts.

During the lockdown your Company obtained necessary administrativeapprovals to operate the manufacturing facilities. All employees in the factories wereprovided complete support in terms of transport stay food as well as medical facilities.As a result none of the factories witnessed mass COVID-19 infections. Your Company stayedconnected with all employees regularly to provide them business updates to enable workfrom home and address their concerns. All the leaders in the Company held periodictownhalls with their team members. In order to appreciate the work of employees during thepandemic the Company launched a unique recognition programme - ‘CoronaWarriors'.

The employee pulse survey scores of your Company were healthy andemployees expressed satisfaction over the measures adopted by the Company.

Your Company utilized the work from home period to upskill theemployees. Employees were encouraged to undergo online courses from reputed firms in linewith the individual development plans.

The retention levels of employees at all levels significantly improvedduring the year.

As on March 31 2021 the total number of permanent employees were2637.

7. MATERIAL CHANGES AND COMMITMENTS SINCE THE FINANCIAL YEAR END:

The management of your Company has considered internal and certainexternal sources of information including economic forecasts and industry reports upto thedate of approval of the financial statements in determining the impact on various elementsof its financial statements. The management has used the principles of prudence inapplying judgments estimates and assumptions including sensitivity analysis and based onthe current estimates the management expects to fully recover the carrying amount ofinventories trade receivables goodwill intangible assets and investments. The eventualoutcome of impact of the global health pandemic may be different from those estimated ason the date of approval of these financial statements.

8. DIVIDEND:

A. Proposed Dividend for the Financial Year 2020-21:

The Board of Directors of your Company has recommended a Final Dividendfor the Financial Year 2020-21 at the rate of 80% (Eighty per cent) i.e. Rs 8/- (RupeesEight Only) per Equity Share of Face Value of Rs 10/- (Rupees Ten Only) each subject tothe approval of the Shareholders at the ensuing 30th (Thirtieth) Annual GeneralMeeting (AGM).

The Final Dividend will be paid to the Shareholders whose names appearin the Register of Members of the Company as on Thursday August 5 2021 and in respect ofshares held in dematerialized form it will be paid to Shareholders whose names arefurnished by National Securities Depository Limited (NSDL) and Central Depository Services(India) Limited (CDSL) as the beneficial owners as on that date.

In terms of Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBIListing Regulations") the Dividend Distribution Policy of the Company is appended as"Annexure-‘A"' to this Board's Report and the same is also madeavailable on the website of the Company. The same can be accessed on https://www.godreiagrovet.com/sustainabilitv/codes-and-policies.

The Dividend payout for the Financial Year 2020-21 is in accordancewith the Company's Dividend Distribution Policy.

B. Status of Dividend Declared for the Financial Year 2019-20:

At the 29th AGM of the Company held on July 31 2020 theCompany had declared a Final Dividend at the rate of 55% i.e. Rs 5.50 (Rupees Five andPaisa Fifty Only) per Equity Share on the Equity Share Capital of the Company for theFinancial Year 201920 aggregating to Rs 958810401/- (Rupees Ninety Five Crore EightyEight Lakh Ten Thousand Four Hundred and One Only).

As on March 31 2021 Rs 958520021/- (Rupees Ninety Five CroreEighty Five Lakh Twenty Thousand and Twenty One Only) was paid and Rs 290380/- (RupeesTwo Lakh Ninety Thousand Three Hundred and Eighty Only) is lying in Godrej Agrovet Limited- Unpaid & Unclaimed Account for the Financial Year 2019-20.

The dividend declared and paid for the Financial Year 2019-20 by theCompany was in compliance with the provisions of the Companies Act 2013 and the Rulesframed thereunder and in accordance with the Company's Dividend Distribution Policy.

9. TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to any reserveduring the Financial Year ended March 31 2021.

10. SHARE CAPITAL:

Your Company's Equity Share Capital position as at the beginningof the Financial Year 2020-21 (i.e. as on April 12020) and as at the end of the saidFinancial Year (i.e. as on March 31 2021) was as follows:-

Category of Share Capital

Authorized Share Capital

Issued Subscribed & Paid-up Share Capital

No. of Shares Face Value Per Share (Rs) Total Amount O No. of Shares Face Value Per Share (Rs) Total Amount o
As on April 12020:
Equity 224994000 10 2249940000 192041898 10 1920418980
Preference 6000 10 60000 - - -
TOTAL 225000000 2250000000 192041898 1920418980
As on March 312021:
Equity 224994000 10 2249940000 192071900 10 1920719000
Preference 6000 10 60000 - - -
TOTAL 225000000 2250000000 192071900 1920719000

During the Financial Year under review your Company has allotted30002 (Thirty Thousand and Two) Equity Shares of Face Value of Rs 10/- (Rupees Ten Only)each pursuant to the exercise of stock options by the eligible employees of the Companyunder Godrej Agrovet Limited - Employees Stock Grant Scheme 2018 (GAVL ESGS 2018).

The aforementioned allotted 30002 (Thirty Thousand and Two) EquityShares have been listed for trading on the National Stock Exchange of India Limited (NSE)and BSE Limited (BSE) and rank pari passu with the existing Equity Shares of the Company.

11. EMPLOYEES STOCK GRANT SCHEME:

The details of the stock grants allotted under the Godrej AgrovetLimited - Employees Stock Grant Scheme 2018 ("GAVL ESGS 2018") as disclosed incompliance with the Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 have been uploaded on the website of the Company atwww.godreiagrovet.com.

The Nomination and Remuneration Committee of the Board of Directorsadministers and monitors the ESGS 2018. The Board of Directors confirm that the GAVL ESGS2018 has been implemented in accordance with the Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 and the resolution passed by theShareholders. The Board further confirms that there have been no changes in the GAVL ESGS2018 during the Financial Year 2020-21.

The Certificate received from B S R & Co. LLP CharteredAccountants the Statutory Auditors of the Company pursuant to Regulation 14 of theSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014will be available for inspection. Request for the same may please be sent by theShareholders at gavl.secretarial@godreiagrovet.com.

12. DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V ofthe Companies Act 2013 [(i.e. deposits within the meaning of Rule 2(1 )(c) of theCompanies (Acceptance of Deposits) Rules 2014)] during the Financial Year 2020-21.

13. HOLDING COMPANIES:

Your Company continues to be a subsidiary of Godrej Industries Limited("GIL") as defined under Section 2(46) of the Companies Act 2013. As on March312021 the shareholding of GIL in your Company was 115059634 (Eleven Crore Fifty LakhFifty-Nine Thousand Six Hundred and Thirty Four) Equity Shares of Face Value of Rs 10/-(Rupees Ten Only) each which is 59.90% of the Paid-up Equity Share Capital of theCompany.

14. SUBSIDIARY COMPANIES:

Your Company had the following subsidiaries [as defined under Section2(87) of the Companies Act 2013] during the Financial Year 2020-21:-

i. Godvet Agrochem Limited:

A wholly-owned subsidiary of your Company throughout the Financial Year2020-21.

ii. Astec LifeSciences Limited:

A subsidiary of your Company throughout the Financial Year 2020-21 inwhich your Company holds 62.30% of the Equity Share Capital as on March 31 2021.

iii. Behram Chemicals Private Limited:

A subsidiary of Astec LifeSciences Limited throughout the FinancialYear 2020-21 in which Astec LifeSciences Limited holds 65.63% as on March 31 2021.

iv. Comercializadora Agricola Agroastrachem Cia Ltda (Bogota Columbia):

A wholly-owned subsidiary of Astec LifeSciences Limited throughout theFinancial Year 2020-21.

v. Astec Europe Sprl (Belgium Europe):

A subsidiary of Astec LifeSciences Limited upto August 31 2020 inwhich Astec LifeSciences Limited was holding 50.10%.

vi. Creamline Dairy Products Limited:

A subsidiary of your Company throughout the Financial Year 2020-21 inwhich your Company holds 51.91% as on March 31 2021.

Creamline Dairy Products Limited is an Unlisted Material Subsidiary ofyour Company as on March 31 2021 as per Regulation 16(1)(c) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

vii. Godrej Tyson Foods Limited:

A subsidiary of your Company throughout the Financial Year 2020-21 inwhich your Company holds 51.00% as on March 31 2021.

viii. Godrej Maxximilk Private Limited:

A subsidiary of your Company throughout the Financial Year 2020-21 inwhich your Company holds 74.90% as on March 31 2021.

During the year under review on July 1 2020 your Company acquiredadditional 0.90% of the Paid-up Equity Share Capital of Godrej Maxximilk Private Limitedincreasing its equity shareholding from 74.00 % to 74.90%.

15. JOINT VENTURE COMPANY:

ACI Godrej Agrovet Private Limited Bangladesh

Your Company holds 50% of the Paid-up Equity Share Capital in ACIGodrej Agrovet Private Limited ("ACIGAVPL") (a body corporate incorporated inand under the laws of Bangladesh) while the remaining 50% of the Paid-up Equity ShareCapital in ACIGAVPL is held by Advanced Chemical Industries (ACI) Limited Bangladeshpursuant to a Joint Venture arrangement.

16. ASSOCIATE COMPANIES:

Al Rahba International Trading LLC Abu Dhabi United Arab Emirates(UAE)

Your Company has 33.33% profit share and 24% shareholding in Al RahbaInternational Trading LLC Abu Dhabi United Arab Emirates (UAE).

17. SCHEME OF AMALGAMATION / ARRANGEMENT:

During the Financial Year 2020-21 your Company has not proposed orconsidered or approved any Scheme of Merger / Amalgamation / Takeover / Demerger orArrangement with its Members and/or Creditors.

18. DISCLOSURES AS PER THE COMPANIES (ACCOUNTS) RULES 2014:

Sr. Particulars No. Remarks
1. Change in Nature of Business if any None
2. Details of Directors / Key Managerial Personnel (KMP) who were appointed or have resigned during the Financial Year 2020-21
Sr. Name of Director No. Date of Appointment/ Resignation
a) Mr. Vijay M. Crishna Mr. Vijay M. Crishna ceased to be a Director (Non-Executive & Non-Independent) of the Company with effect from March 8 2020 due to attainment of age of 75 years pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.
Mr. Vijay M. Crishna was appointed as an "Additional Director" (Non-Executive & NonIndependent Director) by the Board of Directors of the Company at its Meeting held on May 11 2020.
The Shareholders of the Company at their 29th Annual General Meeting held on July 31 2020 appointed Mr. Vijay M. Crishna as a "Non-Executive & Non-Independent Director" of the Company by passing a Special Resolution under Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.
b) Mr. Kavas N. Petigara Mr. Kavas N. Petigara ceased to be a Director (Non-Executive & Independent) of the Company with effect from April 1 2021 on account of his resignation due to personal reasons.
3. Names of Companies which have become or have ceased to be Subsidiaries Joint Ventures or Associate Companies during the Financial Year 2020-21. During the Financial Year 2020-21 Astec Europe Sprl (Belgium Europe) ceased to be a step-down subsidiary of your Company with effect from September 1 2020 due to sale of equity stake by Astec LifeSciences Limited in Astec Europe Sprl on August 312020.
4. Details of Deposits covered under Chapter V of the Companies Act 2013 Accepted during the year: Nil Remained unpaid or unclaimed during the year: Nil
Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and total amount involved:
a. At the beginning of the year: Nil
b. Maximum during the year: Nil
c. At the end of the year: Nil
Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act 2013: None
5. Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in future. During the Financial Year 2020-21 no significant and material orders have been passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operations in future.
6. Details in respect of Adequacy of Internal Financial Controls with reference to the Financial Statement. In the opinion of the Board of Directors adequate internal control checks are available with reference to the Financial Statements.
7. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code 2016 during the year along with their status as at the end of the Financial Year. During the Financial Year 2020-21 there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code 2016. As on the date of this Report there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code 2016.
8. The details of difference between the amount of valuation at the time of One-time settlement and the valuation done at the time of taking a loan from the Banks or Financial Institutions along with the reasons thereof. During the Financial Year 2020-21 the Company has not made any settlement with its Bankers for any loan/facility availed and/or still in existence.

19. ANNUAL RETURN:

Pursuant to the Companies (Management and Administration) AmendmentRules 2020 a Company is not required to attach the Extract of the Annual Return with theDirectors' Report in Form No. MGT-9 in case the web link of such Annual Return hasbeen disclosed in the Board's Report in accordance with Section 92(3) of the CompaniesAct 2013.

A copy of the Annual Return is placed on the website of your Company athttps://www.godreiagrovet.com/investors/annual-reports.

20. DIRECTORS:

The Board of Directors of your Company comprised of the followingDirectors as on March 31 2021:

1. Mr. Nadir. B. Godrej (Chairman Non-Executive & Non-Independent Director)
2. Mr. Jamshyd N. Godrej (#) (Non-Executive Director & Non-Independent Director)
3. Mr. Vijay M. Crishna (*) (Non-Executive Director & Non-Independent Director)
4. Ms. Tanya A. Dubash (Non-Executive Director & Non-Independent Director)
5. Ms. Nisaba Godrej (Non-Executive Director & Non-Independent Director)
6. Mr. Pirojsha Godrej (#) (Non-Executive Director & Non-Independent Director)
7. Mr. Balram S. Yadav (Managing Director)
8. Mr. Kavas N. Petigara (A) (Independent Director)
9. Dr. Raghunath A. Mashelkar (Independent Director)
10. Dr. Ritu Anand (Independent Director)
11. Ms. Aditi Kothari Desai (Independent Director)
12. Ms. Roopa Purushothaman (Independent Director)
13. Mr. Natarajan Srinivasan (Independent Director)
14. Mr. Kannan Sitaram (Independent Director)

(*) The Board of Directors at its Meeting held on May 11 2020approved the appointment of Mr. Vijay M. Crishna as an "Additional Director" ofthe Company and the Shareholders at their 29th Annual General Meeting of theCompany held on July 312020 approved the appointment of Mr. Vijay M. Crishna as a"Non-Executive Non-Independent Director" by passing a Special Resolutionpursuant to Regulation 17(1A) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

(A) Mr. Kavas N. Petigara ceased to be a Director(Non-Executive & Independent Director) of the Company with effect from April 1 2021on account of his resignation due to personal reasons.

(#)Mr. Jamshyd N. Godrej (DIN: 00076250) and Mr. Pirojsha Godrej (DIN:00432983) Non-Executive & Non-Independent Directors of the Company will retire byrotation at the ensuing 30th (Thirtieth) Annual General Meeting("AGM") of the Company in accordance with the provisions of the Section 152 ofCompanies Act 2013 and being eligible offer themselves for re-appointment.

Upon the recommendation of the Nomination and Remuneration Committeethe Board of Directors at its Meeting held on May 7 2021 has appointed Dr. Ashok Gulatias an "Additional Director" (Non-Executive & Independent Director) of theCompany subject to the approval of the Shareholders at the ensuing 30th AGM.

21. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of your Companypursuant to the provisions of Section 203 of the Companies Act 2013 throughout theFinancial Year 2020-21:-

1. Mr. Balram S. Yadav (Managing Director)
2. Mr. S. Varadaraj (Chief Financial Officer & Head - Legal & IT)
3. Mr. Vivek Raizada (Head - Legal & Company Secretary & Compliance Officer)

22. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

In order to ensure compliance with the requirements of Section 178 ofthe Companies Act 2013 and Regulation 19 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 and any otherapplicable provisions the Nomination and Remuneration Committee of the Board of theDirectors of your Company has formulated a Nomination and Remuneration Policy.

The Nomination and Remuneration Policy of your Company has been madeavailable on website of the Company at the weblinkhttps://www.godreiagrovet.com/sustainabilitv/codes-and-policies.

The criteria for determining qualifications positive attributes andindependence of Directors is given in "ANNEXURE - ‘B'" to this Board'sReport.

23. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

As on March 31 2021 the following Directors on your Company's Boardwere Independent Directors:

1. Mr. Kavas N. Petigara*

2. Dr. Raghunath A. Mashelkar

3. Dr. Ritu Anand

4. Ms. Aditi Kothari Desai

5. Ms. Roopa Purushothaman

6. Mr. Natarajan Srinivasan

7. Mr. Kannan Sitaram

* Mr. Kavas N. Petigara ceased to be a Director (Non-Executive &Independent Director) of the Company with effect from April 1 2021 on account of hisresignation due to personal reasons.

Upon the recommendation of the Nomination and Remuneration Committeethe Board of Directors at its Meeting held on May 7 2021 has appointed Dr. Ashok Gulatias an "Additional Director" (Non-Executive & Independent) of the Companysubject to the approval of the Shareholders at the ensuing 30th Annual GeneralMeeting.

Pursuant to the provisions of Section 134(3)(d) of the Companies Act2013 disclosure is hereby given that the Company has received declaration / confirmationof independence from all the Independent Directors of your Company (except Mr. Kavas N.Petigara who ceased to be an Independent Director of the Company with effect from April 12021) pursuant to Section 149(6) of the Companies Act 2013 as amended from time to timeand after undertaking due assessment of the veracity of the same the Board is of theopinion that the Independent Directors have complied with the Code for IndependentDirectors prescribed in Schedule IV to the Companies Act 2013. The Certificates ofIndependence received from all the Independent Directors have been duly noted by the Boardat its Meeting held on May 7 2021.

All the Independent Directors of your Company are registered with theIndian Institute of Corporate Affairs Manesar ("IICA") and have their nameincluded in the ‘Independent Directors Data Bank' maintained by the IICA.

The details of familiarization programme attended by the IndependentDirectors during the Financial Year 2020-21 are available on the website of the Company atthe weblink https:// www.godreiagrovet.com/investors/compliance.

24. STATEMENT OF THE BOARD OF DIRECTORS WITH REGARD TO INTEGRITYEXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING THE FINANCIAL YEAR2020-21:

During the Financial Year 2020-21 no new Independent Director wasappointed and/or re-appointed in your Company.

Upon the recommendation of the Nomination and Remuneration Committeethe Board of Directors at its Meeting held on May 7 2021 has appointed Dr. Ashok Gulatias an "Additional Director" (Non-Executive & Independent Director) of theCompany subject to the approval of the Shareholders at the ensuing 30th AnnualGeneral Meeting.

In the opinion of the Board of Directors of your Company all theIndependent Directors (including Dr. Ashok Gulati) possess the requisite integrityexpertise and experience.

25. MEETINGS OF THE BOARD OF DIRECTORS:

The Meetings of the Board of Directors are pre-scheduled and intimatedto all the Directors in advance in order to help them plan their schedule. However incase of special and urgent business needs approval is taken either by convening Meetingsat a shorter notice with consent of all the Directors or by passing a Resolution byCirculation.

There were 5 (Five) Meetings of the Board of Directors held during theFinancial Year 2020-21 (i.e. May 11 2020 July 31 2020 September 28 2020 November 42020 and February 4 2021).

The maximum gap between any two consecutive Board Meetings did notexceed 120 (One Hundred and Twenty) days.

26. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177(1) of the Companies Act2013 Rule 6 of the Companies (Meetings of Board & Its Powers) Rules 2014 andRegulation 18 read with Part C of Schedule II to the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 your Companyhas constituted an Audit Committee of the Board of Directors.

The Audit Committee comprised of the following Members as on March312021:-

1. Mr. Kavas N. Petigara (*) (Chairman Non-Executive & Independent Director)
2. Dr. Ritu Anand (Member Non-Executive & Independent Director)
3. Ms. Aditi Kothari Desai (Member Non-Executive & Independent Director)
4. Mr. Balram S. Yadav (Member Managing Director)

(*) Mr. Kavas N. Petigara ceased to be a Director (Non-Executive &Independent Director) of the Company with effect from April 1 2021.

Mr. Natarajan Srinivasan Non-Executive & Independent Director hasbeen inducted as the Chairman of the Audit Committee with effect from April 23 2021.

There were 5 (Five) Meetings of the Audit Committee of the Board ofDirectors held during the Financial Year 2020-21 (i.e. on May 11 2020 July 31 2020September 28 2020 November 4 2020 and February 4 2021).

The Statutory Auditors Internal Auditors and Chief Financial Officerattend the Audit Committee Meetings as Invitees. The Company Secretary and ComplianceOfficer acts as Secretary to the Audit Committee.

During the Financial Year 2020-21 the Audit Committee has madeobservations and recommendations to the Board of Directors which have been noted andaccepted by the Board. There were no instances where the recommendations were notaccepted.

27. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act 2013Rule 6 of the Companies (Meetings of Board & Its Powers) Rules 2014 and Regulation 19read with Part D of Schedule II to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 your Company has constituted aNomination and Remuneration Committee of the Board of Directors.

The Nomination and Remuneration Committee comprises of the followingMembers as on March 312021:-

1. Dr. Ritu Anand (Chairperson Non-Executive & Independent Director)
2. Ms. Roopa Purushothaman (Member Non-Executive & Independent Director)
3. Ms. Nisaba Godrej (Member Non-Executive & Non-Independent Director)

There was 1 (One) Meeting of the Nomination and Remuneration Committeeheld during the Financial Year 2020-21 (i.e. on May 11 2020).

28. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act 2013and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 your Companyhas constituted a Stakeholders' Relationship Committee of the Board of Directorscomprising of the following Members as on March 31 2021:-

1. Mr. Nadir B. Godrej (Chairman Non-Executive & Non-Independent Director)
2. Mr. Balram S. Yadav (Member Managing Director)
3. Mr. Natarajan Srinivasan (Member Non-Executive & Independent Director)

There was 1 (One) Meeting of the Stakeholders' RelationshipCommittee held during the Financial Year 2020-21 (i.e. on November 4 2020).

29. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE & CSR POLICY:

Pursuant to the provisions of Section 135 of the Companies Act 2013and the Companies (Corporate Social Responsibility Policy) Rules 2014 your Company hasconstituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors.

The CSR Committee comprises of the following Members as on March 312021:-

1. Dr. Raghunath A. Mashelkar (Chairman Non-Executive & Independent Director)
2. Mr. Nadir B. Godrej (Member Non-Executive & Non-Independent Director)
3. Mr. Balram S. Yadav (Member Managing Director)
4. Ms. Roopa Purushothaman (Member Non-Executive & Independent Director)

There were 2 (Two) Meetings of the CSR Committee held during theFinancial Year 2020-21 (i.e. on May 112020 and November 4 2020).

Areas of CSR Expenditure:

Your Company is committed to the Godrej Group's ‘Good &Green' vision of creating a more inclusive and greener India. Your Company'sstrategic Corporate Social Responsibility (CSR) Projects undertaken as part of itsoverall sustainability framework actively work towards the Godrej Group's Good &Green goals and have helped the Company carve out a reputation for being one of the mostcommitted and responsible companies in the industry.

The CSR Policy of your Company is available on the website of theCompany at the weblink https://www.godreiagrovet.com/ sustainability/codes-and-policies.

Amount of CSR Spending:

During the Financial Year 2020-21 your Company was required to spendRs 6.22 Crore towards CSR activities in terms of the provisions of Section 135 of theCompanies Act 2013 and the Companies (Corporate Social Responsibility Policy) Rules 2014and accordingly the Company's CSR spending for the Financial Year 2020-21 was Rs6.28 Crore.

Annual Report on CSR Activities:

The Annual Report on CSR Activities of your Company for the FinancialYear 2020-21 is annexed herewith as "Annexure C'".

Your Company has amended the CSR Policy with effect from April 12021at the respective Meetings of the CSR Committee and the Board of Directors held on May 72021 in accordance with the Companies (Corporate Social Responsibility Policy) AmendmentRules 2021 notified by the Ministry of Corporate Affairs (MCA) on January 22 2021.

30. RISK MANAGEMENT COMMITTEE:

Pursuant to Regulation 21 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 your Company hasconstituted a Risk Management Committee of the Board of Directors comprising of thefollowing Members as on March 312021:-

1. Mr. Nadir B. Godrej (Chairman Non-Executive & Non-Independent Director)
2. Mr. Balram S. Yadav (Member Managing Director)
3. Mr. Natarajan Srinivasan (Member Non-Executive & Independent Director)

There was 1 (One) Meeting of the Risk Management Committee held duringthe Financial Year 2020-21 (i.e. on February 4 2021).

The Company has developed and implemented a Risk Management Policy andin the opinion of the Board of Directors no risks have been identified which may threatenthe existence of your Company.

Your Company continuously monitors business and operational risks. Allkey functions and divisions are independently responsible to monitor risks associatedwithin their respective areas of operations such as production insurance legal and otherissues like health safety and environment.

Your Company endeavors to become aware of different kinds of businessrisks and bring together elements of best practices for risk management in relation toexisting and emerging risks. Rather than avoiding these risks the decision-making processat your Company considers it appropriate to take fair and reasonable risk which alsoenables your Company to effectively leverage market opportunities.

The Board determines the fair and reasonable extent of principal risksthat your Company is willing to take to achieve its strategic objectives. With the supportof the Audit Committee it carries out a review of the effectiveness of yourCompany's risk management process covering all material risks.

Your Company has substantial operations spread almost all over thecountry and its competitive position is influenced by the economic regulatory andpolitical situations and actions of the competitors.

31. MANAGING COMMITTEE:

Your Company has constituted the Managing Committee of the Board ofDirectors pursuant to Article 144 of the Articles of Association of the Company:

The Managing Committee comprises of the following Members as on March312021:

1. Mr. Nadir B. Godrej (Chairman Non-Executive & Non-Independent Director)
2. Ms. Nisaba Godrej (Member Non-Executive & Non-Independent Director)
3. Mr. Pirojsha Godrej (Member Non-Executive & Non-Independent Director)
4. Mr. Balram S. Yadav (Member Managing Director)

The Managing Committee met 7 (Seven) times during the Financial Year2020-21 (i.e. on May 11 2020 May 22 2020 September 10 2020 November 4 2020December 10 2020 January 27 2021 and February 4 2021).

32. STRATEGY COMMITTEE:

Your Company had constituted a Strategy Committee of the Board ofDirectors comprising of the following Members as on March 312021:

1. Mr. Nadir B. Godrej (Chairman Non-Executive & Non-Independent Director)
2. Mr. Kavas N. Petigara* (Member Non-Executive & Independent Director)
3. Mr. Balram S. Yadav (Member Managing Director)

* Mr. Kavas N. Petigara ceased to be a Director (Non-Executive &Independent Director) of the Company with effect from April 1 2021.

The Strategy Committee did not meet during the Financial Year 2020-21as there was no substantial matter for their consideration.

The Board of Directors at its Meeting held on May 7 2021 hasdissolved the Strategy Committee with immediate effect.

33. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the Financial Year 2020-21i.e. on May 11 2020 pursuant to Regulation 25 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 and Schedule IVto the Companies Act 2013.

The discussion at the Meeting of the Independent Directors wasconducted without the presence of the Chairman Managing Director Non-ExecutiveDirectors Chief Financial Officer and the Company Secretary & Compliance Officer ofthe Company.

34. VIGIL MECHANISM:

Your Company has adopted a Whistle Blower Policy ("thePolicy") as a part of its vigil mechanism. The purpose of the Policy is to enableemployees to raise concerns regarding unacceptable improper practices and/or any unethicalpractices in the organization without the knowledge of the Management. All employees shallbe protected from any adverse action for reporting any unacceptable or improper practiceand/or any unethical practice fraud or violation of any law rule or regulation.

This Policy is also applicable to your Company's Directors andemployees and it is available on the internal employee portal and the website of yourCompany www.godreiagrovet.com. Mr. V. Swaminathan Head - Corporate Audit & Assurancehas been appointed as the ‘Whistle Blowing Officer' and his contact details havebeen mentioned in the Policy. Furthermore employees are also free to communicate theircomplaints directly to the Chairman of the Audit Committee as stated in the Policy.

To support its people to overcome their ethical dilemmas and raise anethical concern freely "Speak-up" was launched in Godrej. It is a platform forGodrej employees business associates agents vendors distributors and consultants toeasily raise their ethical concerns in any of the following ways:

• Log on to the web portal

• Dial the hotline number

• Write to the ethics e-mail id

• Reach out to the Whistle Blowing Officer.

While raising a concern the person can choose to remain anonymous."Speak-up" ensures to maintain confidentiality for genuine concerns.

The Audit Committee reviews reports made under this Policy andimplements corrective actions wherever necessary.

35. PERFORMANCE EVALUATION:

The Board of Directors of your Company has carried out an AnnualPerformance Evaluation of its own the Directors individually as well as the evaluation ofthe working of its Committees. The performance evaluation of the Board as a whole theChairman and NonIndependent Directors was carried out by the Independent Directors.

A structured questionnaire was prepared after taking into considerationvarious aspects of the Board's functioning composition of the Board and itsCommittees culture execution and performance of specific duties obligations andgovernance. The confidential online questionnaire was responded to by the Directors andvital feedback was received from them on how the Board currently operates and how it canenhance its effectiveness.

The Board of Directors has expressed its satisfaction with theevaluation process.

36. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE & INTERNALCOMPLAINTS COMMITTEE:

Your Company is committed to create and maintain an atmosphere in whichemployees can work together without fear of sexual harassment exploitation orintimidation.

The Board of Directors of your Company has constituted InternalComplaints Committees (ICCs) at Head Office as well as regional levels in compliance withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules framed thereunder.

The ICC at the Head Office level comprised of the following Members ason March 31 2021:

1. Ms. Chhavi Agarwal (Chairperson)
2. Mr. S. Varadaraj (Member)
3. Mr. Salil Chinchore (Member)
4. Ms. Apurva Rao (Member)
5. Ms. Sharmila Kher (External Member)

The Company has formulated and circulated to all the employees aPolicy on Prevention of Sexual Harassment at Workplace ("POSH Policy") whichprovides for a proper mechanism for redressal of complaints of sexual harassment.

The Company has received and disposed 2 (Two) cases under the POSHPolicy during the Financial Year 2020-21.

37. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2020-21 there were no significant andmaterial orders passed by the regulators or Courts or Tribunals which can adversely impactthe going concern status of the Company and its operations in future.

38. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186OF THE COMPANIES ACT 2013:

As required to be reported pursuant to the provisions of Section 186and Section 134(3)(g) of the Companies Act 2013 the particulars of loans guarantees andinvestments by your Company under the aforesaid provisions during the Financial Year2020-21 have been provided in the Notes to the Standalone Financial Statement.

39. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIESREFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013:

Except as disclosed below all Related Party Transactions entered intoby your Company during the Financial Year 2020-21 were on arm's length basis and inthe ordinary course of business. There were no material significant Related PartyTransactions entered into by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company. Requisite prior approvals of the Audit Committee of the Board ofDirectors were obtained for Related Party Transactions. Therefore disclosure of RelatedParty Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 ofthe Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 is notapplicable. Attention of Shareholders is also drawn to the disclosure of transactions withrelated parties set out in Note No. 54 of the Standalone Financial Statements formingpart of the Annual Report. None of the Directors have any pecuniary relationships ortransactions vis-a-vis the Company.

During the Financial Year 2020-21 the Company has entered into atransaction with Godrej Properties Limited ("GPL") a Related Party for sale ofa land/s admeasuring 17 Acres and 16 Guntas (approx.) situated at Tiruvaranga VillageBagur Village Anugondanahalli Hobli Hoskote Taluka Bangalore Rural DistrictKarnataka for an aggregate consideration of Rs 15.32 Crore (Rupees Fifteen Crore andThirty Two Lakh Only).

The aforementioned transaction was not in ordinary course of businessof the Company however was entered at an arm's length price.

40. FRAUD REPORTING:

During the Financial Year 2020-21 there have been no instances offrauds reported by the Auditors under Section 143(12) of the Companies Act 2013 and theRules framed thereunder either to the Company or to the Central Government.

41. INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS:

Your Company is committed to constantly improving the effectiveness ofinternal financial controls and processes for efficient conduct of its business operationsand ensuring security to its assets and timely preparation of reliable financialinformation. In the opinion of the Board of Directors the internal financial controlsystem of your Company is commensurate with the size scale and complexity of businessoperations of your Company.

Further the internal financial controls with reference to theFinancial Statements are adequate in the opinion of the Board of Directors and wereoperating effectively during the Financial Year 2020-21.

The Company has a proper system of internal controls to ensure that allthe assets are safeguarded and protected against loss from unauthorized use or dispositionand that transactions are authorized recorded and reported correctly.

Your Company's Corporate Audit & Assurance Department issueswell-documented operating procedures and authorities with adequate in-built controls atthe beginning of any activity and during the continuation of the process or if there is amajor change.

The internal control is supplemented by an extensive programme ofinternal audits external audits and periodic review by the Management. This system isdesigned to adequately ensure that financial and other records are reliable for preparingfinancial statements and other data and for maintaining accountability of assets.

There were 5 (Five) Meetings of the Audit Committee of the Board ofDirectors held during the Financial Year 2020-21 with at least 1 (One) meeting in eachquarter. The Statutory Auditors and the Internal Auditors were inter alia invited toattend the Audit Committee Meetings and present their observations on adequacy of InternalFinancial Controls and the steps required to bridge gaps if any. The Board of Directorsnoted the observations and accepted the recommendations of the Audit Committee.

42. DISCLOSURES OF TRANSACTIONS OF THE COMPANY WITH ANY PERSON ORENTITY BELONGING TO THE PROMOTER / PROMOTER GROUP:

Transactions with persons or entities belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company as required underSchedule V Part A (2A) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulation 2015 have been disclosed in the accompanyingFinancial Statements.

43. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions contained in sub-sections (3)(c) and (5) ofSection 134 of the Companies Act 2013 the Directors of your Company confirm that:-

a) in the preparation of the Annual Financial Statements for theFinancial Year ended March 31 2021 the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;

b) 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 at the end of theFinancial Year (i.e. March 31 2021) and of the profit and loss of the Company for thatperiod (i.e. the Financial Year 2020-21);

c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) they have prepared the Annual Financial Statements on a goingconcern basis;

e) they had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

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

44. CORPORATE GOVERNANCE:

As required by Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBIListing Regulations") a detailed report on Corporate Governance forms part of thisAnnual Report.

M/s. BNP & Associates Company Secretaries have certified theCompany's compliance requirements of Corporate Governance in terms of Regulation 34of the SEBI Listing Regulations and their Compliance Certificate is annexed to the Reporton Corporate Governance.

45. STATUTORY AUDITORS:

B S R & Co. LLP Chartered Accountants (Firm Registration Number:101248W/W-100022) have been appointed as the Statutory Auditors of the Company at the 26th(Twenty-Sixth) Annual General Meeting ("AGM") of the Shareholders of the Companyheld on August 4 2017 pursuant to Sections 139 to 144 of the Companies Act 2013 andRules 3 to 6 of the Companies (Audit and Auditors) Rules 2014 for a term of 5 (Five)years to hold office from the conclusion of the 26th (Twenty-Sixth) AGM tillthe conclusion of the 31st (Thirty-First) AGM.

Pursuant to the amendments made to Section 139 of the Companies Act2013 by the Companies (Amendment) Act 2017 effective from May 7 2018 the requirementof seeking ratification of the Members for the appointment of the Statutory Auditors waswithdrawn from Companies Act 2013. However the Members of the Company at the 27th(Twenty-Seventh) AGM held on August 9 2018 had approved ratification of appointment of BS R & Co. LLP as the Statutory Auditors of the Company for the remaining period i.e.from the conclusion of the 27th (Twenty Seventh) AGM till the conclusion ofthe 31st (Thirty-First) AGM. Therefore the approval of the Members forcontinuance of their appointment at this AGM is not being sought.

The Statutory Auditors' Report on the Financial Statements for theFinancial Year ended March 31 2021 does not contain any qualification reservationadverse remark or disclaimer.

46. COST RECORDS AND COST AUDITORS:

M/s. P M. Nanabhoy & Co. Cost Accountants Mumbai (FirmRegistration No.: 00012) have been appointed by the Board of Directors at its Meeting heldon May 7 2021 as the Cost Auditors of the Company for all the applicable productspursuant to the provisions of Section 148 of the Companies Act 2013 and the Companies(Cost Records and Audit) Rules 2014 for the Financial Year 2021-22. The Shareholders arerequested to ratify the remuneration payable to the Cost Auditors at their ensuing 30thAnnual General Meeting in terms of Rule 14 of the Companies (Audit & Auditors)Rules 2014.

The Company has made and maintained cost accounts and records asspecified by the Central Government under sub-section (1) of Section 148 of the CompaniesAct 2013 and the Companies (Cost Records and Audit) Rules 2014 for the Financial Year2020 21.

47. SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company at its Meeting held on May 72021 has appointed M/s. BNP & Associates Company Secretaries (Firm Registration No.:P2014MH037400) who have provided their consent and confirmed their eligibility to act asthe Secretarial Auditors of the Company to conduct the Secretarial Audit for the FinancialYear 2021-22 pursuant to the provisions of Section 204 of the Companies Act 2013 andRule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014.

The Secretarial Audit Report submitted by the Secretarial Auditors forthe Financial Year 2020-21 is annexed as "ANNEXURE-‘D'" to thisBoard's Report.

Further pursuant to the provisions of Regulation 24A of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("SEBI Listing Regulations") Creamline Dairy Products Limited("CDPL") is an Unlisted Material Subsidiary of your Company and the SecretarialAudit Report submitted by the Secretarial Auditors of CDPL is also annexed as"ANNEXURE - ‘E" to this Board's Report.

48. RESPONSES TO QUALIFICATIONS RESERVATIONS ADVERSE REMARKS &DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS:

There are no qualifications reservations adverse remarks anddisclaimers of the Statutory Auditors in their Statutory Audit Report on the FinancialStatements for the Financial Year 2020-21.

There are no qualifications reservations adverse remarks anddisclaimers of the Secretarial Auditors in their Secretarial Audit Report for theFinancial Year 2020-21.

49. LISTING FEES:

Your Company has paid requisite Annual Listing Fees to BSE Limited(BSE) and National Stock Exchange of India Limited (NSE) where its securities are listed.

50. DEPOSITORY SYSTEM:

Your Company's Equity Shares are available for dematerializationthrough National Securities Depository Limited (NSDL) and Central Depository Services(India) Limited (CDSL).

51. RESEARCH AND DEVELOPMENT (R&D):

Your Company continues to focus on R&D initiatives and stronglybelieves that productive R&D is a key ingredient for success.

52. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

The information in respect of matters pertaining to conservation ofenergy technology absorption and foreign exchange earnings and outgo as required underSection 134(3)(m) of the Companies Act 2013 and Rule 8(3) of the Companies (Accounts)Rules 2014 and forming part of the Directors' Report is given in the "ANNEXURE-‘F" to this Directors' Report.

53. POLICIES OF THE COMPANY:

The Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") havemandated the formulation of certain policies for all listed companies. All the Policiesand Codes adopted by your Company from time to time are available on the Company'swebsite at the weblink: https://www.godreiagrovet.com/sustainabilitv/ codes-and-policies.

The key policies that have been adopted by your Company pursuant to theprovisions of the Companies Act 2013 and the Rules framed thereunder the SEBI ListingRegulations and other applicable laws are as follows:

Sr. No. Name of the Policy Brief Particulars of the Policy
1. Risk Management Policy The Company has in place a Risk Management Policy which is framed by the Board of Directors of the Company. This Policy deals with identifying and assessing risks such as operational strategic financial security property regulatory reputational cyber security and other risks and the Company has in place an adequate risk management infrastructure capable of addressing these risks.
The Board of Directors of your Company is of the opinion that at present there are no elements of risks which may threaten the existence of the Company.
2. Corporate Social Responsibility Policy The Corporate Social Responsibility Committee has formulated and recommended to the Board of Directors a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company in fulfilment of its Corporate Social Responsibility which has been approved by the Board.
This Policy outlines the Company's strategy to bring about a positive impact on society through activities and programmes relating to education sanitation environment etc.
3. Policy for determining Material Subsidiaries This Policy is used to determine the material subsidiaries and material unlisted Indian subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c) Regulation 24 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended from time to time.
As on March 312021 Creamline Dairy Products Limited is a material unlisted subsidiary of your Company.
4. Nomination and Remuneration Policy This Policy formulates the criteria for determining qualifications competencies positive attributes and independence of a Director (Executive / Non-Executive / Independent) and also the criteria for determining the remuneration of the Directors Key Managerial Personnel and other Senior Management Employees.
5. Policy to promote Board Diversity This Policy endeavours to promote diversity at Board level with a view to enhance its effectiveness.
6. Whistle Blower Policy / Vigil Mechanism Your Company has a Vigil Mechanism/ Whistle Blower Policy. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.
7. Human Rights Policy Your Company has in place a Human Rights Policy which demonstrates the Company's commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.
8. Policy on Prevention of Sexual Harassment at Workplace Your Company has in place a Policy on Prevention of Sexual Harassment at Workplace which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment exploitation or intimidation.
9. Policy on Related Party Transactions This Policy regulates all transactions between the Company and its Related Parties.
10. Code of Conduct for the Board of Directors and Senior Management Personnel Your Company has in place a Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code as mentioned hereinabove during the Financial Year 2020-21.
11. Code of Conduct for Prevention of Insider Trading This Policy sets up an appropriate mechanism to curb Insider Trading in accordance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 as amended from time to time.
12. Policy on Criteria for determining Materiality of Events This Policy applies to disclosures of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended from time to time.
13. Policy for Maintenance and Preservation of Documents The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. This Policy covers all business records of the Company including written printed and recorded matter and electronic forms of records.
14. Archival Policy This Policy is framed pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulation"). As per this Policy your Company is required to disclose on its website all such events or information which have been disclosed to the Stock Exchanges under Regulation 30 of the SEBI Listing Regulations where the securities of the Company are listed. Further such disclosures shall be hosted on the website of the Company for a minimum period of 5 (Five) years and thereafter as per Archival Policy of the Company.
15. Dividend Distribution Policy This Policy is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The focus of the Company is to have a Policy on distribution of dividend so that the investor may know as to when and how much dividend they may expect.
16. Policy for Inquiry in case of Leak of Unpublished Price Sensitive Information ("UPSI") This Policy is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations 2018. The focus of the Company is to have a Policy in place to strengthen the Internal Control System and prevent leak of UPSI. This Policy also aims to have a uniform Code to curb unethical practices of sharing UPSI by insiders employees and designated persons with any other person without a legitimate purpose.
17. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("UPSI") The Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company's securities and to maintain the uniformity transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations.

54. SECRETARIAL STANDARDS:

Your Company is in compliances with the Secretarial Standards onMeetings of the Board of Directors (SS-1) Secretarial Standards on General Meetings(SS-2) as issued by the Institute of Company Secretaries of India (ICSI).

55. BUSINESS RESPONSIBILITY REPORT:

The Company has prepared its Business Responsibility Report for theFinancial Year 2020-21 in accordance with of Regulation 34 (2) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and Circular No. CIR/CFD/CMD/10/2015 dated November 4 2015 issued by the Securitiesand Exchange Board of India (SEBI) to describe the initiatives taken by the Company froman environmental social and governance perspective. The said Report is prepared inaccordance with the ‘National Voluntary Guidelines on Social Environmental andEconomic Responsibilities of Business' (NVGs) notified by the Ministry of CorporateAffairs (MCA) Government of India in July 2011 and forms part of this Annual Report.

56. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel ofthe Company during the Financial Year 2020-21 was in accordance with the Nomination andRemuneration Policy of the Company.

The disclosures with respect to the remuneration of Directors andemployees as required under Section 197(12) of the Companies Act 2013 and Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 have beengiven as "ANNEXURE-G"' to this Board's Report.

57. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197 of the Companies Act 2013 read withRule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of your Company is available forinspection by the Shareholders upto the date of the ensuing 30th (Thirtieth)Annual General Meeting. If any Shareholder is interested in inspecting the recordsthereof such Shareholder may write to the Company Secretary & Compliance Officer atgavl.secretarial@ godreiagrovet.com.

However as per the provisions of Section 136 of the Companies Act2013 the Annual Report is being sent to the Shareholders excluding the disclosure asmentioned above.

58. ADDITIONAL INFORMATION:

The additional information required to be given under the CompaniesAct 2013 and the Rules made thereunder has been laid out in the Notes attached to andforming part of the Annual Financial Statements. The Notes to the Financial Statementsreferred to the Auditors' Report are self-explanatory and therefore do not call forany further explanation.

The Consolidated Financial Statements of your Company form part of thisAnnual Report. Accordingly this Annual Report of your Company does not contain theFinancial Statements of its Subsidiaries.

The Audited Annual Financial Statements and related information of theCompany's subsidiaries will be made available upon request. These documents will alsobe available for inspection. If any Shareholder is interested in inspecting the recordsthereof such Shareholder may write to the Company Secretary & Compliance Officer atgavl.secretarial@godreiagrovet.com.

The Subsidiary Companies' Audited Financial Statements are alsoavailable on the Company's website www.godreiagrovet.com pursuant to Section 136 ofthe Companies Act 2013.

59. INVESTOR EDUCATION AND PROTECTION FUND ("IEPF"):

Pursuant to Section 125 and other applicable provisions of theCompanies Act 2013 read with the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 ("IEPF Rules") all theunpaid or unclaimed dividends are required to be transferred to the IEPF established bythe Central Government upon completion of 7 (Seven) years. Further according to the IEPFRules the shares in respect of which dividend has not been paid or claimed by theShareholders for 7 (Seven) consecutive years or more are also required to be transferredto the demat account created by the IEPF Authority.

Your Company does not have any unpaid or unclaimed dividend or sharesrelating thereto which is required to be transferred to the IEPF till the date of thisReport.

60. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year2020-21 as stipulated under Regulation 34(2) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part ofthe Annual Report.

61. CAUTIONARY STATEMENT:

Statements in the Board's Report and the Management Discussion andAnalysis Report describing the Company's obiectives proiections expectationsestimates or forecasts may be forward-looking within the meaning of applicable laws andregulations. Actual results may differ substantially or materially from those expressed orimplied therein due to risks and uncertainties. Important factors that could influence theCompany's operations inter alia include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic political developments within thecountry and other factors such as litigations and industrial relations.

62. APPRECIATION:

Your Directors wish to place on record sincere appreciation for thesupport and co-operation received from various Central and State Government Departmentsorganizations and agencies.

Your Directors also gratefully acknowledge all stakeholders of yourCompany viz. Shareholders customers dealers vendors bankers and other businesspartners for excellent support received from them during the Financial Year under review.

Your Directors also express their warm appreciation to all theemployees of the Company for their unstinted commitment and continued contribution to thegrowth of your Company.

For and on behalf of the Board of Directors of
Godrej Agrovet Limited
Sd/-
Nadir B. Godrej
Date: May 7 2021 Chairman
Place: Mumbai (DIN: 00066195)

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