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Godrej Consumer Products Ltd.

BSE: 532424 Sector: Consumer
NSE: GODREJCP ISIN Code: INE102D01028
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OPEN 855.80
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VOLUME 32454
52-Week high 1138.50
52-Week low 644.00
P/E 71.27
Mkt Cap.(Rs cr) 91,472
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 855.80
CLOSE 860.65
VOLUME 32454
52-Week high 1138.50
52-Week low 644.00
P/E 71.27
Mkt Cap.(Rs cr) 91,472
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Godrej Consumer Products Ltd. (GODREJCP) - Director Report

Company director report

Dear Members

Your Directors with great pleasure present the Annual and Integrated Report for theyear ended March 31 2021.

1. Results of Our Operations

The financial performance of your Company for the fiscal year under review is givenbelow.

An overview of the performance of the Company's subsidiaries in various geographies isgiven separately in the Board's Report.

The shareholders may also refer to the Management Discussion and Analysis section thatgives more details on the functioning of the Company.

` (Crore)

Consolidated

Standalone
Financials: Abridged Profit and Loss Statement March 31 2021 March 31 2020 March 31 2021 March 31 2020
Total revenue from operations 11028.62 9910.80 6254.33 5474.45
Other income 67.07 112.30 64.74 91.26
Total income 11095.69 10023.10 6319.07 5565.71
Total expenses including depreciation and finance costs 8970.85 8182.46 4709.77 4166.08
Profit/loss before exceptional items share of profit of equity accounted investees and tax 2124.84 1840.64 1609.30 1399.63
Exceptional items (44.87) (81.05) (15.38) -
Share of profit of equity accounted investees (net of income tax) (0.01) 0.81 - -
Profit/loss before tax 2080.36 1760.40 1593.92 1399.63
Tax expense 359.54 263.82 369.58 219.74
Profit/loss after tax 1720.82 1496.58 1224.34 1179.89
Other comprehensive income (163.63) 223.20 1.11 (0.97)
Total comprehensive income attributable to owners of 1557.19 1719.78 1225.45 1178.92
the Company

2. Appropriation

The surplus available for appropriation is as given below:

Appropriation Fiscal Year 2020-21 Fiscal Year 2019-20
` (Crore) ` (Crore)
Surplus at the beginning of the year 3450.43 3258.64
Less: Transition impact of lease as per IND AS 116 (net of tax) 0 1.20
Restated balance at the beginning of the year 3450.43 3257.44
Add: Net profit for the year 1224.34 1179.89
Add: Remeasurements of defined benefit plans (net of tax) 1.11 (0.97)
Available for Appropriation 4675.88 4436.36
Less: Interim dividends 0 817.82
Less: Tax on distributed profits 0 168.11
Surplus Carried Forward 4675.88 3450.43

3. Dividend

A. Dividend Declared

The Board did not declare any Interim Dividends during Fiscal Year 2020-21 and alsohas not recommended any final dividend for the fiscal year.

B. Dividend Distribution Policy

The Board of Directors adopted the Dividend Distribution Policy pursuant to theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (Listing Regulations) which requires the top 1000 listed companies (bymarket capitalisation) to formulate the same.

The Company's Dividend Distribution Policy may also be accessed through the followinglink [1].

4. COVID-19

The Materiality study was carried out in fiscal year 2019-20. The COVID-19 pandemic hadnot spread at that point and so it does not appear as a material aspect. In FY20-21however the COVID-19 pandemic has had a multi-fold impact on the business and this impactand our mitigation strategies are discussed in detail in our Chairperson's message and ourseven Strategic Pillars.

5. Board of Directors

A. Number of Meetings

Five Board meetings were held during the year. The details of the meetings and theattendance record of the Directors are given in the Corporate Governance section of theAnnual Report.

B. Changes in the Board of Directors

During the financial year

Mr. Vivek Gambhir tendered his resignation as Managing Director of the Company witheffect from the close of business hours of June 30 2020 for personal reasons. Hisresignation was accepted by the Board of Directors at their meeting held on June 9 2020.The Board requested Mr Vivek Gambhir to continue as a Whole-time Director up to September30 2020. The Board members place on record their sincere appreciation for Mr Gambhir'scontributions to the Company's growth during his tenure as the Managing Director &CEO. Consequent to the resignation of Mr. Gambhir the Board at the same meeting approvedthe appointment of Ms Nisaba

Godrej as the Managing

Director of the Company. The Board of Directors also requested her to continue as theChairperson of the Board till March 31 2022 and accordingly designated her as theChairperson and Managing Director. The shareholders approved her appointment at the AnnualGeneral Meeting (AGM) of the Company held on August 4 2020.

At the Board meeting held on May 11 2021 the Board approved the appointment of Mr.Sudhir Sitapati as the Managing Director & CEO of the Company with effect from October18 2021 subject to shareholder's approval. The terms and conditions of appointment andthe other details required pursuant to Listing Regulations and Secretarial Standards isavailable in Notice of the Annual General Meeting. At the same meeting the Board alsoapproved the continuation of Ms. Nisaba

Godrej as Whole-time Director of the Company designated as Executive Chairperson forthe period from October 18 2021 till March 31 2022 and thereafter carry the designationas Executive Director for her remaining term till September 30 2022.

Mr. Aman Mehta's second term is ending on August 31 2021.The Board of Directors placeon record their sincere appreciation of the contribution made by Mr. Mehta during histenure on the Board.

In the forthcoming AGM Mr. Nadir Godrej will retire by rotation and being eligiblehe will be considered for reappointment.

C. Audit Committee of the

Board of Directors

Your Company has an Audit Committee in compliance with Section 177 of the CompaniesAct 2013 and Regulation 18 of Listing Regulations. During the year Mr. Pirojsha Godrejhas been appointed as the member of the Committee with effect from October 1 2020. TheCommittee consists of following Directors viz. Mr Aman Mehta Chairman of the Committeeand Mr Narendra Ambwani Dr Omkar Goswami Ms Ireena Vittal Ms Ndidi Nwuneli Ms PippaArmerding Mr Sumeet Narang Mr. Pirojsha Godrej all being members of the Committee.

D. Declaration from Independent

Directors

All the Independent Directors have given their declaration confirming that they meetthe criteria of independence as prescribed under the provisions of the Companies Act 2013and the Listing Regulations and the same has been noted by the Board of Directors. TheIndependent Directors also confirmed the compliance with code of conduct for directors andsenior management.

E. Enrolment of Directors in

Independent Directors Data Bank

notification As per the of

Ministry of Corporate Affairs (MCA) dated October 22 2019 all the IndependentDirectors of your Company have registered their names for inclusion in the‘Independent Director's Data Bank' maintained by IICA.

F. Familiarisation Programmes

During the year the

Independent Directors were familiarised with the Annual

Operating Plan for the fiscal year 2020-21. Additionally at all the Board meetingsdetailed presentations covering business performance and financial updates were made. Theprogrammes were conducted by the members of Company management. The details of the sameare available on the website of the Company and can be accessed through the followinglink[2].

G. Board Diversity Policy

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

H. Remuneration Policy

The Company's Remuneration Policy for Directors Key Managerial Personnel (KMP) andother employees is attached as Annexure ‘B'. The Company's total rewardsframework aims at holistically using elements such as fixed and variable compensationlong-term incentives benefits and perquisites and non-compensation elements (careerdevelopment work–life balance and recognition). The Non-Executive Directors receivesitting fees and commission in accordance with the provisions of the Companies Act 2013.

I. Remuneration to Directors

The remuneration of Directors is in accordance with the Remuneration Policy formulatedin accordance with various rules and regulations for the time being in force. Thedisclosure on the details of remuneration to Directors and other employees pursuant toSection 197 read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules 2014 is given under Annexure ‘C'.With respect to the information under Rule 5(2) and Rule 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 members may requestthe same by sending an email to the Company at investor. relations@godrejcp.com from theirregistered email ID quoting their name and Folio No.

Mr Adi Godrej Chairman

Emeritus and Ms Nisaba

Godrej Chairperson &

Managing Director voluntarily waived off their remuneration for the year 2020-21 dueto the lockdown imposed by the Government of India and the likely impact of the same onthe Company's performance. Mr Vivek Gambhir who resigned during the year receivedremuneration for the period till he acted as a director in the Company.

J. Performance Evaluation of the Board of Directors its

Individual Members and its Committees

We conducted a formal Board effectiveness review as part of our efforts to evaluatethe performance of our Board and identify areas that need improvement in order to enhancethe effectiveness of the Board its Committees and Individual Directors. This was in linewith the requirements of the Companies Act 2013 and the Listing Regulations.

The Corporate HR team of

Godrej Industries Limited and

Associate Companies worked directly with the Chairperson and the Nomination andRemuneration Committee of the Board to design and execute this process. It was lateradopted by the Board. Each Board Member confidential completed onlinequestionnaire sharing vital feedback on how the Board currently operates and how itseffectiveness could be improved. This survey included four sections on the basis of whichfeedback and suggestions were compiled:

• Board Processes

• Individual Committees

• Individual Board Members

• Chairperson The criteria for Board processes included Board compositionstrategic orientation and team dynamics. Evaluation of each of the Board Committeescovered whether they have well-defined objectives and the correct composition and whetherthey achieved their objectives.

The criteria for Individual Board Members included skills experience level ofpreparedness attendance extent of contribution to Board debates and discussion and howeach Director leveraged their expertise and networks to meaningfully contribute to theCompany. The criteria for the Chairperson's evaluation included leadership style andconduct of Board meetings. The performance evaluation criteria for Independent Directorsincluded a check on their fulfilment of the independence criteria and their independencefrom the management.

The following reports were created as part of the evaluation:

• Board Feedback Report

• Individual Board Member Feedback Report

• Chairperson's Feedback Report The overall Board Feedback was facilitated by MsIreena Vittal with the Independent Directors. The Directors put forth their viewsregarding the Board functioning effectively and identified areas that showed scope forimprovement. Feedback from the Committees and Individual Board Members was shared with theChairperson. Following her evaluation a Chairperson's Feedback Report was compiled.

K. Directors' Responsibility

Statement

Pursuant to the provisions contained in Section 134 (5) of the Companies Act 2013your Directors based on the representation received from the Operating Management andafter due inquiry confirm the following points: a) In the preparation of annual accountsthe applicable accounting standards have been followed and no material departures havebeen made from the same. b) They have selected such accounting policies and applied themconsistently and made judgements 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 the fiscalyear and of the profit of the

Company for that period. c) They have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities. d) They have prepared the annual accounts on agoing concern basis. e) They have laid down internal financial controls to be followed bythe Company and such internal financial controls are adequate and operating effectively.f) They have devised a proper system to ensure compliance with the provisions of allapplicable laws and this system is adequate and operating effectively.

6. Transfer to Investor Education and Protection Fund (IEPF)

In accordance with the applicable provisions of the Companies Act 2013 read withInvestor Education and Protection Fund (Accounting Audit Transfer and Refund) Rules2016 (IEPF Rules) all unclaimed dividends are required to be transferred by the Companyto the IEPF after completion of 7 years. Further according to IEPF Rules the shares onwhich dividend has not been claimed by the shareholders for 7 consecutive years or moreshall be transferred to the demat account of the IEPF authority. Accordingly `11691295 of unpaid/unclaimed dividends were transferred during the financial year2020-21 to IEPF.

No shares were required to be transferred during the current year.

The Company has appointed a Nodal Officer and Deputy Nodal Officer under the provisionsof IEPF Regulations the details of which are available on the Company website and can beaccessed through the following link[3].

The Company has uploaded the details of unpaid and unclaimed amounts lying with theCompany as on March 31 2020 on the Company website which can be accessed through thefollowing link[4]. The details of unpaid and unclaimed amounts lying with the Company asMarch 31 2021 will be available on the same link within 60 days of the AGM.

7. Finance

A. Loans Guarantees and Investments

The details of loans guarantees and investments as required by the provisions ofSection 186 of the Companies Act 2013 and the rules made thereunder are set out in theNotes to the Standalone Financial Statements of the Company.

B. Related Party Transactions

In compliance with the Listing Regulations the Company has a Policy for Transactionswith Related Parties (RPT Policy). The RPT Policy is available on the Company website andcan be accessed through the following link[5].

Apart from the Related Party Transactions in the ordinary course of business and onarm's length basis the details of which are given in the Notes to Financial Statementsno other related party transactions require disclosure in the Board's Report for complyingwith Section 134(3)(h) of the Companies Act 2013. Therefore the disclosure of RelatedParty Transactions as required under Section 134(3)(h) of the Companies Act 2013 in FormAOC-2 is not applicable.

8. Subsidiaries

Associates and Joint Venture

During the year the following companies ceased to be the subsidiaries of your Company:

Godrej Hair Care Nigeria

Limited on account of its voluntary dissolution with effect from April 15 2020.

Godrej Hair Weave

Nigeria Limited on account of its voluntary dissolution with effect from April 242020.

Godrej International

Trading Company on account of its voluntary dissolution with effect from January 202021.

• SON South Africa (Pty) Limited on account of its voluntary dissolution witheffect from November 11 2020.

During the year the Company acquired balance 25% stake in Canon Chemicals Kenya onMay 15 2020.

A. Report on the Performance of Subsidiaries and Associates

The brief details of the cluster-wise performance is given below:

Indonesia

The fiscal year 2021 was a challenging one for Indonesia with the Covid-19 pandemicchallenging the business environment through the year. The overall business top line grewat 4 percent in INR terms (2 percent constant currency) but at 8 per cent over a 2 yearperiod. Despite a challenging year we focused on strengthening the fundamentals for thefuture. We made a strong foray into the Hygiene segment with growing global relevancewith our new brand Saniter launched within a month with a portfolio across personal andhome hygiene. HIT continued to deliver strong growth with innovations in burning formatand launches in Aerosol segment. We bolstered category relevance for Air Fresheners in thenew normal with the launch of Stella Fresh & Protect with a functional / germ-killproposition. We faced strong headwinds in our Baby wipes segment with significantlyheightened competitive intensity from new / smaller players but we have focused onrejuvenating our portfolio to clawback share in the coming year. We also significantlyaccelerated our

Go-To-Market efforts with strong distribution expansion in General Trade continued tostrengthen our in-store execution in Modern Trade and also doubled down into ecommercewhich grew at break out pace for us.

We also continued our focus on cost savings to fuel our growth investments field macroenvironment & also strengthen profitability. Our margins expanded this fiscal withthe bottom line growing well ahead of the top line. We will continue to focus sharply oncategory development with breakthrough innovation strong brand building and strengtheningGTM.

Africa Middle East and USA

The fiscal year 2021 witnessed strong revival in growth for our Africa Middle Eastand US business cluster. The overall business top line grew by 9 per cent in constantcurrency terms. While all countries faced a challenging macro environment due to COVID-19West and South clusters bounced back from the crisis strongly and grew at break-out paceat 38 and 21 per cent in constant currency terms. US market also witnessed green shoots inlatter part of the year as it recovered from macro shocks in the first half. We facedsignificant cost headwinds across markets - input cost increases adverse forex movementfactory shut downs & consumers shifting away from value-added products resulting inadverse portfolio mix. However our robust cost optimisation programs helped minimiseimpact on margins with our EBITDA margins diluting only by ~0.5%. Overall despite achallenging year we focused on strengthening the fundamentals for future.

We have established a braid portfolio across markets to address key portfolio gaps andhave seen early momentum on braid premiumization in South Africa. We entered the ~0.5Billion Dollar & fast growing human-hair-feel weave category across different marketsand managed to gain strong early momentum in Nigeria. We have entered the HI category inNigeria and had strong early momentum. We also strengthened our US portfolio by enteringthe >1 Billion Dollar ethnic hair fashion category through an exclusive partnershipwith

Walmart. We also significantly accelerated our GTM efforts in Nigeria particularly lastmile distribution. Going forward our focus would be to strengthen GTM across marketscontinue improving margins by driving operational excellence strengthening our portfolioby addressing whitespaces in hair fashion & accelerating Wet Hair / FMCG in thepost-COVID new normal. We will also ensure strong governance controls and maintain anunrelenting focus on employee / consumer safety.

Latin America

Our Latin America cluster closed a strong year in a challenging environment. Net Sales(INR) grew 17 per cent while EBITDA grew at 126 per cent versus last year.

Argentina business closed another year of profitable growth. In a context of COVIDrestrictions and lockdowns the team delivered a Top Line growth of 60 per cent inconstant currency (17 per cent in INR) driven by Distribution COMEX expansion andInnovation. EBITDA grew 166% percent in constant currency (89 per cent in INR) achievingan EBITDA margin of 14% the highest ever for the market.

Profit improvements led to a healthy NWC reduction.

Our Chile business grew Net Sales at 22 percent (CC and INR) driven by a strongperformance of Hair Color Hair Removal and Traditional Channel. EBITDA grew by 255 percent (in INR) driven by and better absorption of fixed costs.

Looking ahead we will continue focusing on profitable growth and working capitalmanagement to strengthen our Latin America businesses.

B. Policy on Material

Subsidiaries

In compliance with the Listing Regulations the Board has adopted a policy fordetermining material subsidiaries. This policy is available on the Company website and canbe accessed through the following link[6].

C. Financial Performance

A statement containing the salient features of the financial statements of subsidiary/joint venture /associate companies of the Company in the prescribed Form AOC-1 a part ofconsolidated financial statements (CFS) in compliance with Section 129(3) and otherapplicable provisions if any of the Act read with Rule 5 of the Companies (Accounts)Rules 2014.

The said form also highlights the financial performance of each of the subsidiaries andjoint venture companies included in the CFS of the Company pursuant to Rule 8(1) of theCompanies (Accounts) Rules 2014.

9. Sexual Harassment of Women at

Workplace (Prevention Prohibition and Redressal) Act 2013

Your Company has complied with the provisions relating to the constitution of theInternal Committee in compliance with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 to consider and resolve all sexualharassment complaints reported by women. During the year e-learning modules were madeavailable to create awareness regarding sexual harassment among employees. No complaintwas reported during calendar year 2020 and hence the Committee has not filed anycomplaint report with the concerned authorities in accordance with Section 22 of theaforementioned Act.

10. Talent Management and Succession

Planning

Your Company has the talent management process in place with an objective of developinga robust talent pipeline for the organisation which includes the senior leadership team.As part of the talent process we identify critical positions and assess the successioncoverage for them annually. During this process we also review the supply of talentidentify high-potential employees and plan talent actions to meet the organisation'stalent objectives.

We continue to deploy leadership development initiatives to build succession for keyroles.

11. Annual Return

In compliance with the provisions Section 134(3)(a) of the Companies Act 2013 theAnnual Return as per Section 93(3) of the Companies Act 2013 is available on the Companywebsite which can be accessed through the following link[7].

12. Risk Management

The Company has a well-defined process in place to ensure appropriate identificationand mitigation of risks. The Risk management Committee of the Company has been entrustedby the Board with the responsibility of identification and mitigation plans for the‘Risks that Matter'.

Elements of risks to the Company are listed in the Management Discussion and AnalysisSection of the Annual and Integrated Report.

13. Vigil Mechanism

Your Company has adopted a Whistle Blower Policy as a part of its vigil mechanism.

The purpose of the policy is to enable any person (employees customers or vendors) toraise concerns regarding unacceptable improper practices and/or any unethical practices inthe organisation without the knowledge of the management. All employees shall be protectedfrom any adverse action for reporting any unacceptable or improper practice and/or anyunethical practice fraud or violation of any law rule or regulation. This policy isalso applicable to the Directors of the Company.

Mr V Swaminathan Head Corporate Audit and Assurance has been appointed as the‘Whistle Blowing Officer' and his contact details have been mentioned in the policy.Furthermore employees are free to communicate their complaints directly to theChairman/Member of the Audit Committee as stated in the policy. The policy is availableon the internal employee portal as well as the Company website and can be accessed throughthe following link[8]. The Audit Committee reviews reports made under this policy andimplements corrective actions wherever necessary.

14. Annexures

A. Disclosure on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo Annexure ‘D' of this Report provides information onthe conservation of energy technology absorption foreign exchange earnings and outgorequired under Section 134(3) (m) of the Companies Act

2013 read with the Companies (Accounts) Rules 2014 which forms a part of the Board'sReport.

B. Corporate Social Responsibility (CSR)

During the year there was an amendment in CSR Regulations which required amendmentsin the CSR Policy of the Company. The revised Policy is available on the Company websiteunder the following link[9]. The CSR Report along with details of

CSR projects are provided in

Annexure ‘E' to this report.

C. Employee Stock Option Scheme

The Company has a stock option scheme named as ‘Employee Stock Grant Scheme2011'. The number and the resulting value of stock grants to be given to eligibleemployees are decided by the Nomination and Remuneration Committee which are based on theclosing market price on the date of the grants. The grants vest in one or more tranches asper the decision of the Nomination and Remuneration Committee with a minimum vestingperiod of 1 year from the grant date. Upon vesting the eligible employee can exercise thegrants and acquire equivalent shares of face value of ` 1. The difference between themarket price at the time of grant and that on the date of exercise is the gross gain/lossto the employee. The details of the grants allotted under the Godrej Consumer ProductsLimited Employee Stock Grant Scheme 2011 and the disclosures in compliance with SEBI(Share Based Employee Benefits) Regulations 2014 and Section 62 1 (b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014 are set out in Annexure‘F'. Your Company has not given loan to any person under any scheme for orin connection with the subscription or purchase of shares in the Company or the holdingCompany. Hence there are no disclosures on voting rights not directly exercised by theemployees.

15. Listing

The shares of your Company are listed at the BSE Limited and National Stock Exchange ofIndia Limited. The applicable annual listing fees have been paid to the stock exchangesbefore the due dates. Your Company is also listed on the Futures and Options Segment ofthe National Stock Exchange of India.

16. Business Responsibility Report

Pursuant to Regulation 34 of the Listing Regulations the Business ResponsibilityReport highlighting the initiatives taken by the Company in the areas of environmentsocial economic and governance is available on the website of the Company and can beaccessed through the following link[10].

17. Auditors andAuditors' Report

A. Statutory Auditors

In accordance with Section 139 of the Companies Act 2013 and the Rules madethereunder M/s. B S R and Co.

LLP Chartered Accountants

(Firm Regn. No. 101248W/W-100022) have been appointed as the statutory auditor to holdthe office from the conclusion of the 17th AGM on July 31 2017 until the conclusion ofthe 22nd AGM in the year 2022 at a remuneration as may be approved by the Board.

B. Cost Auditors

The Company is maintaining requisite cost records for the applicable products of theCompany. Pursuant to directions from the Department of Company Affairs M/s. P.

M. Nanabhoy and Co. Cost Accountants were appointed as cost auditors for theapplicable products of the Company for the fiscal year 2020-21. They are required tosubmit the report to the Central Government within 180 days from the end of the accountingyear.

C. Secretarial Auditors

The Board had appointed M/s. A. N. Ramani and Co. Company Secretaries PractisingCompany Secretary to conduct a secretarial audit for the fiscal year 2020-21. TheSecretarial Audit Report for the fiscal year ended March 31 2021 is attached herewith as Annexure‘G'. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

18.Corporate Governance

Pursuant to the Listing Regulations the Report on Corporate Governance is included inthe Annual and Integrated Report. The Practicing Company Secretary's Certificatecertifying the Company's compliance with the requirements of corporate governance interms of the Listing Regulations is attached as Annexure ‘H'.

19. Management Discussion and Analysis

Management Discussion and Analysis as stipulated under the Listing Regulations ispresented in a separate section forming a part of this Annual and Integrated Report. Thedetails pertaining to internal financial control and their adequacy are also part of theAnnual and Integrated Report.

20. Confirmations

• Your Company is in compliance with the applicable Secretarial Standards issuedby the Institute of Company Secretaries of India.

• There have been no material changes and commitments affecting the financialposition of the Company that have occurred between March 31 2021 and the date of thisBoard's Report.

• There have been no instances of frauds reported by the auditors under Section143 (12) of the Companies Act 2013 and the Rules framed thereunder either to the Companyor to the Central Government.

• The Company has not accepted any deposits from public and as such no amount onthe account of principal or interest on deposits from public was outstanding as on thedate of the balance sheet.

• During the Financial Year 2020-21 there were no significant and material orderspassed by the regulators or Courts or Tribunals that can adversely impact the goingconcern status of the Company and its operations in future.

21. Appreciation

Your Directors wish to extend their sincere thanks to the employees of the Companycentral and state governments as well as government agencies banks customersshareholders vendors and other related organisations that have helped in your Company'sprogress as partners through their continued support and co-operation.

For and on behalf of the Board of Directors

Nisaba Godrej

Chairperson & Managing Director

Mumbai May 11 2021

.