You are here » Home » Companies » Company Overview » Godrej Industries Ltd

Godrej Industries Ltd.

BSE: 500164 Sector: Industrials
NSE: GODREJIND ISIN Code: INE233A01035
BSE 00:00 | 18 Jan 625.05 -10.20
(-1.61%)
OPEN

637.65

HIGH

638.40

LOW

621.00

NSE 00:00 | 18 Jan 624.65 -10.25
(-1.61%)
OPEN

637.90

HIGH

638.80

LOW

620.90

OPEN 637.65
PREVIOUS CLOSE 635.25
VOLUME 6106
52-Week high 674.35
52-Week low 413.05
P/E
Mkt Cap.(Rs cr) 21,039
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 637.65
CLOSE 635.25
VOLUME 6106
52-Week high 674.35
52-Week low 413.05
P/E
Mkt Cap.(Rs cr) 21,039
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Godrej Industries Ltd. (GODREJIND) - Director Report

Company director report

To the Members

Your Company’s Directors have pleasure in presenting the Board’s Report alongwith the Audited Financial Statements for the Financial Year ended March 31 2021.

Review of Operations / Financial Summary

Your Company’s performance during the Financial Year as compared with that duringthe previous Financial Year is summarized below:

(Rs. Crore) (Rs. Crore)

Particulars 2020-21 2019-20
Revenue from Operations 1855.53 1968.72
Exceptional Items 1.27 (25.62)
Other Income 64.05 60.93
Total Income 1920.85 2004.03
Total Expenditure other than Finance Costs and Depreciation and Amortisation 1718.76 1675.73
Profit before Finance Costs Depreciation and Amortisation 202.09 328.30
Depreciation and Amortisation 72.18 68.62
Profit before Finance Costs and Tax 129.91 259.68
Finance Costs (net) 237.51 228.99
Profit before Tax (107.60) 30.69
Provision for Current Tax - (0.07)
Provision for Deferred Tax (0.06) (0.05)
Net Profit / (loss) (107.54) 30.81
Surplus brought forward 545.64 555.48
Profit after Tax available for appropriation 438.10 586.29
Other comprehensive income (net of tax) (0.76) 1.96
Dividend on Equity Shares - 38.69
Tax on Distributed Profit - -
Transfer to General Reserve - -
Surplus Carried Forward 438.86 545.64

Share Capital

The Paid-up Equity Share Capital as on March 31 2021 was Rs. 336525098/- (RupeesThirty Three Crore Sixty Five Lakh Twenty Five Thousand Ninety Eight Only) divided into336525098 (Thirty Three Crore Sixty Five Lakh Twenty Five Thousand Ninety Eight) EquityShares of Face Value of Rs. 1/- (Rupee One Only) each. During the Financial Year underreview your Company has allotted 59082 (Fifty Nine Thousand Eighty Two) Equity Shares ofFace Value of Rs. 1/- (Rupee One Only) each pursuant to exercise of Options by theemployees of the Company under Godrej Industries Limited- Employee Stock Grant Scheme2011 (ESGS 2011).

Debentures

Your Company privately placed Non-Convertible Debentures of Rs.1500 Crore (Rupees OneThousand Five Hundred Crore) [in 2 Tranches of Rs. 750 Crore (Rupees Seven Hundred FiftyCrore) each] during the Financial Year 2020-21 which are listed on the Debt Segment ofthe National Stock Exchange of India Limited. Further your Company is in compliance withthe SEBI Circular having reference number SEBI/HO/DDHS/ CIR/P/2018/144 dated November 262018.

Dividend / Dividend Distribution Policy

Your Company has not declared Dividend for the Financial Year 2020-21. Further interms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations") the Dividend Distribution Policy ofthe Company is appended as ‘Annexure A‘ to this Report and the same isalso made available on the website of the Company. The same can be accessed on http://www.godrejindustries.com/listing-compliance.aspx

Industry Structure and Development

The World Economic Outlook (WEO) update Global growth is projected at 6% in 2021moderating to 4.4% in 2022. The upward revision reflects additional fiscal support in afew large economies the anticipated vaccine-powered recovery in the second half of 2021and continued adaptation of economic activity to subdued mobility. High uncertaintysurrounds this outlook related to the path of the pandemic the effectiveness of policysupport to provide a bridge to vaccine-powered normalization and the evolution offinancial conditions.

India is the second-most populous country in the world with an estimated population of1.38 billion people. India has been one of the fastest growing economies in the past fewyears. Today it is the world’s sixth-largest economy in terms of nominal grossdomestic product ("GDP") and the third-largest economy on purchasing powerparity (PPP) basis.

The Indian economy was already facing turbulence prior to the start of 2020 when theCOVID-19 pandemic happened. The pandemic and subsequent containment measures to curb thespread of the virus posed one of the most formidable economic challenges to India and theworld.

The stringent nation-wide lockdown imposed in March 2020 resulted in a 24.4%contraction of GDP in the first quarter of the Financial Year 2020. The situation hasimproved since then with the measured opening up of the Indian economy. Growth improvedto -7.3% in the second quarter and to 0.4% in the third quarter of the Financial Year2020. Importantly a sustained resurgence in high frequency indicators such as powerdemand GST collection E-way bills and steel consumption demonstrate that the economy isin a V-shaped recovery. In fact driven by the normalization of business activities amid agradual lifting of restrictions high pent-up demand policy support and improved consumersentiments as rollout of vaccines gather traction.

Reserve Bank of India intends to support economic growth by maintaining itsaccommodative stance. Since the 77-month high of 7.6% recorded in October 2020 retailinflation has also been on a declining trend falling from 4.6% in December 2020 to 4.1%in January 2021. To aid growth the RBI is expected to keep the repo rate at the existinghistorical low of 4%.

The Indian real estate sector was poised to gain momentum in 2020. After three years ofdisruptions in the form of demonetization GST RERA and the NBFC crisis transparency andefficiency were slowly trickling into the system. Instead the year 2020 will beremembered for the COVID-19 pandemic that affected virtually every person in the country.The nationwide lockdown that followed threw markets into turmoil bringing more pain anddistress to the realty industry. In the face of this unprecedented crisis the real estatesector displayed remarkable resilience. Once the process of lifting lockdowns wasinitiated in the third quarter of 2020 both the residential and office markets startedshowing promising signs of revival. In the last quarter of 2020 uncertainties surroundingthe economy and jobs further reduced which led to an increase in the pace of revival withthe markets tracing a V-shaped recovery path.

COVID-led lockdown in India disrupted demand and supply across sectors. The output inmost sectors is expected to contract however the agriculture sector is the only sectorthat is expected to grow in the fiscal year 2020-21. Agricultural activities werecategorised under essential goods and services therefore the sector was more resilientthan other sectors. As per the latest estimates during the Financial Year agriculturesector is expected to grow at 3.0% over the previous year and food grain production isexpected to increase to 303.3 million tonnes compared to the previous year’sproduction of 297.5 million tonnes.

The demand for oleo-chemicals which is sustainable and bio-based chemicals isincreasing as consumers become more aware about the environmental and cost benefits whicholeo-chemicals can provide. Consumer preference is increasing in using eco-friendlybiodegradable products in FMCG goods like detergents soaps etc. Fatty Acids FattyAlcohol and Specialty Chemicals used by this segment is growing at healthy rate. Demandfor Fatty Acids in oil and gas sector has also increased. Consumer awareness and use ofhygiene and cleansing product has increased during pandemic. This is helping surfactantand Specialty Chemicals demand. Demand of Glycerine from pharmaceutical sector looks goodand its growth is driven by domestic consumption.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company asrequired under the Listing Regulations 2015 is appended as ‘Annexure B‘to this Report.

Subsidiary and Associate Companies

Godrej Agrovet Limited (GAVL)

At Godrej Agrovet Limited the management and the employees worked with effectivecoordination and agility to adjust to the changing and evolving situation. Manufacturingplants were operational in April 2020 after obtaining necessary approvals. GAVL ensuredthat the manufacturing plants were well-equipped with requisite safety equipment and highlevel of safety measures were followed at all locations. Focus was on improvingprofitability in all the business segments despite the tough environment. Profit beforetax (excluding non-recurring and exceptional items) grew by 59.7% year-on-year inFinancial Year 2020-21 despite an 8.5% decline in sales.

Animal Feeds:

Favourable commodity prices and realization of R&D initiatives led to segmentresults increasing by 24.1% in the current Financial Year. However volumes and segmentrevenues declined by 13.1% and 16.8% respectively in 2020-21. The demand for animal feedviz. cattle broiler layer fish and shrimp feed is directly proportional to the demandfor the end protein products viz. milk chicken/eggs fish and shrimp. In the FinancialYear 2020-21 because of the lockdown the demand for end protein products from the HoReCasegment (Hotels restaurants and catering) which forms nearly 30%-35% of the overallindustry demand was significantly impacted. As a result volumes and segment revenues inthe animal feed business were impacted.

Crop Protection:

In the current Financial Year the objective of the standalone crop protection businesswas to accelerate collections and improve the working capital cycle. During the FinancialYear 2020-21 the collections increased to Rs. 629 Crore from Rs. 495 Crore in theprevious year representing a growth of 27%. In terms of performance standalone segmentrevenues grew at a marginal rate of 2.4% and segment results at Rs. 153.4 Crore werenearly similar to the previous year. Segment performance could have been higher butproduction disruption of the key products in the peak season due to COVID-led lockdownimpacted sales and profitability levels to some extent.

Vegetable Palm:

White-fly infestation impacted the palm oil plantation in Southern India in theFinancial Year 2020-21. This not only lowered Fresh fruit bunches (FFBs) volumes but alsothe oil content in the fruit. Therefore FFBs volumes and oil extraction ratio declinedwhich adversely affected profitability level in the Financial Year 2020-21. However thesharp increase in global crude palm oil prices and palm kernel oil prices provided somerespite. Crude palm oil prices and palm kernel oil prices increased by 33.4% and 29.1%respectively. In terms of performance while the segment revenues increased by 5.4% thesegment results declined by 6.3% year-on-year. Further GAVL has also worked on increasingarea-under plantation and currently has around 75000 hectares under palm oil cultivation.

Review of Operations / State of Affairs of the Subsidiaries of GAVL:

Astec LifeSciences Limited (Astec) & its Subsidiaries:

GAVL agrochemical subsidiary -Astec LifeSciences Limited (Astec) maintained its strongperformance for the Financial Year 2020-21 as profit before tax grew by 45.2%year-on-year despite a modest 5.3% growth in total income. Segment-wise revenue growthis driven by enterprise sales and geographically domestic business contributed to thegrowth. GAVL continues to hold 62.3% stake in Astec as on March 31 2021.

Creamline Dairy Products Limited & its Subsidiary:

In GAVL’s dairy subsidiary Creamline Dairy Products Limited’s total incomedeclined by 13.4% year-on-year mainly because of lower demand from the HoReCa (Hotelsrestaurants and catering) segment. HoReCa segment and out-of-home consumption form nearlyone-third of the overall industry demand for milk and milk products. Lower demand fromthese segments impacted volumes and sales during the year for the industry and our dairysubsidiary. However profitability improved from the lower levels seen in the fiscal year2019-20 supported by low procurement prices and fixed costs reduction. The companyrecorded profit before tax of Rs. 7.3 Crore in the financial year 2020-21 compared to Rs.3.1 Crore in the previous year. The company re-launched the entire product portfolio undera new ‘Godrej Jersey’ logo. Value-added products formed 27% of revenues in thecurrent year compared to 28% in the previous year.

Godrej Tyson Foods Limited (GTFL):

For the subsidiary Godrej Tyson Foods Limited it was an excellent year with totalincome growing by 17.1% year-on-year. Profit before tax also increased to Rs. 22.7 Crorein Financial Year 2020-21 compared to a loss before tax of Rs. 77.2 Crore in the previousyear. The performance was supported both by the live bird segment and the Yummiez segment.In the live bird segment growth was driven by remunerative end product prices on one endand favourable raw material prices on the other end. Lockdown led to an increase in demandfor ready-to-eat and easy-to-cook frozen food products which benefited sales andprofitability in the Yummiez segment.

Godrej Maxximilk Private Limited:

GAVL has increased its stake in Godrej Maxximilk Private limited to 74.9% in thefinancial year 2020-21 from 74.0% stake in the previous year. The subsidiary is engaged inin-vitro production of high-quality cows that aid dairy farmers produce top-quality milkthereby increasing their yield by a significant proportion. For 2020-21 the company hasreported a loss before tax of Rs. 8.1 Crore compared with a loss before tax of Rs. 7.8Crore in the previous year.

Joint Venture of GAVL:

ACI Godrej Agrovet Private Limited Bangladesh:

GAVL’s 50:50 joint venture with Advanced Chemical Industries Limited (ACI)Bangladesh named ACI Godrej Agrovet Private Limited continued its stellar performance andposted strong growth. Revenues and profit before tax grew by 21.8% and 43.8%respectively. This was on account of strong volume growth across all segments i.e.cattle poultry and aqua feed.

Godrej Properties Limited (GPL)

OVERVIEW OF OPERATIONS:

For the Financial Year under review GPL’s total income decreased by 57% and stoodat Rs. 1217 Crore. EBITDA decreased by 84% to Rs. 119 Crore and net loss was Rs. 189Crore due to certain onetime accounting charges taken in Q4 FY21.

With the new projects signed by GPL the company has added saleable potential of 6.0million sq. ft. to the portfolio. One of the key achievements was an acquisition of 18acres land parcel at Whitefield Bangalore with a saleable potential of 2.5 million sq.ft. GPL also emerged as highest bidder in the CIDCO e-auctioning process for the twoadjacent plots in Sanpada Navi-Mumbai. Spread over ~1.5 acres this project will offer ~4lakh square feet of development potential comprising primarily of premium residentialapartments with a small amount of high-street retail at the base.

Despite the pandemic GPL has achieved the highest ever sales in its history. This waspossible due to increased focus on digital sales attractive payment plans and thecustomers' trust in our brand. GPL achieved sales volume of 10.8 million square feet andbooking value of Rs. 6725 Crore in FY21 resulting in a growth of 14% Y-o-Y. GPL hasrecorded a booking value in excess of Rs. 5000 Crore for the last four consecutive years.GPL achieved sale volumes of more than 1.5 million sq. ft. and sale value of more than Rs.1300 Crore in all the four focus markets. GPL launched 11 new projects/ phases in FY21.Most notable of these were Godrej Woods Sector 43 Noida with a booking value of Rs. 509Crore and Godrej Royale Woods Bengaluru with a booking value of Rs. 371 Crore. Thesesuccessful launches were complimented by Rs. 4550 Crore of sustenance sales in FY21which is the highest ever reported by GPL.

On the operational front GPL successfully delivered 6.5 million sq.ft across itsprojects. GPL has now delivered over 28.2 million sq. ft. of real estate in the last sixyears. GPL’s delivery record demonstrates that it can operate at a large scale andkeep pace with its accelerating sales. GPL has continued its focus on exploring advancedconstruction technologies improving Net Promoter Score (NPS) and achieving DesignStandardization. Sustainable development is an integral part of the GPL’s vision andGPL received several recognitions for the efforts on environment and safety includingbeing ranked #1 amongst listed global residential developers in the 2020 Global RealEstate Sustainability Benchmark (GRESB) Assessment report – An industry-drivenorganization which assesses Environmental Social and Governance (ESG) performance. GPLalso received other awards like Mahatma Award for CSR Excellence CSR Leadership Award forBest Corporate Social Responsibility Practices from World CSR Congress Estrade GreenDeveloper of the year Award 2020 Recognition from Enviro Creators Foundation and Ministryof Forest & Tribal Development Gujarat state for planting over 16250+ trees atPulwama Shahid Vann Gujarat (Umbergaon). The Company’s long term credit rating byICRA stands is AA (Positive) (Outlook on the long term rating changed to"Positive" from "Stable") with continued access to cheaper capitalshowcasing confidence in the GPL’s operations.

Due to default/delay on the part of the JVPs in fulfilling their contractualobligations including obtaining approvals and providing funding GPL has initiated legalaction in three projects in MMR – in Byculla Thane and Bhandup. GPL is confident ofits merits in these cases.

FUTURE PROSPECTS AND OUTLOOK OF THE COMPANY:

The outbreak of the COVID-19 pandemic had adversely impacted the sector performance inthe first half of FY21. However in the second half the company witnessed a turnaround insentiment towards residential real estate. The recent surge in cases due to the secondwave of COVID-19 may impact the demand in the first half of FY22. However the start ofvaccine rollout low home loan interest rates and increased desire to pursue homeownership may revive the demand.

While the pandemic might have negatively affected the industry at large theoperational momentum of GPL will be sustained by its healthy balance sheet and robustproject pipeline. Consolidation in residential real estate sector is expected to continueleading to increase in market share of branded organized players such as GPL. Given thehigh pace of urbanization low interest rates and rising disposable income GPL remainsoptimistic about the sector's long-term direction. With a strong brand pan-Indiapresence demonstrated track record and excellent sales & marketing capabilities thecompany is well poised for a high growth trajectory over the next few years.

Going forward GPL also believes that the technology will play a vital role inminimizing the impact of C OVID-19 and hence GPL is focusing on strengthening our digitalsales capabilities. GPL has also been actively focusing on improving on-site facilities tocreate a safe working environment for the workforce. These measures will help the companytide over the impact of C OVID-19 and make it more efficient in the long term.

GPL will focus on opportunistic growth avenues in the current environment to create ahealthy project pipeline across the growth markets. GPL’ recent QualifiedInstitutional Placement (QIP) raise of Rs. 3750 Crore aims at supporting the growthaspirations and providing significant opportunities to rapidly scale in the years ahead.GPL will continue to focus on four key markets - Mumbai NCR Bengaluru and Pune. Whenevaluating new projects GPL will continue to seek superior long-term growth inshareholder value by maximizing returns through optimal financing and fiscal discipline.GPL will also enhance agility across its processes to further reduce project launchturnaround times. GPL shall continue its pursuit of key strategic priorities –Driving profitability Improving customer experience adopting digital technologies.

Godrej Consumer Products Limited (GCPL)

Godrej Consumer Products Limited (GCPL) is a leading emerging markets company. As partof the 124-year young Godrej Group the company is fortunate to have a proud legacy builton the strong values of trust integrity and respect for others. At the same time it isgrowing fast and has exciting ambitious aspirations.

GCPL ranks among the largest household insecticide air care and hair care players inemerging markets of India Indonesia and Africa. In household insecticides it is theleader in India the second largest player in Indonesia and is expanding its footprint inAfrica. GCPL is also the leader in serving the hair care needs of women of Africandescent the number one player in hair colour in India and Sub-Saharan Africa and amongthe leading players in Latin America. It ranks number two in soaps in India and is thenumber one player in air fresheners and wet tissues in Indonesia.

GCPL is confident that with its clear strategic focus differentiated productportfolio superior execution and top-notch team it will continue to deliverindustry-leading results in the future.

Other Subsidiaries

Godrej International Limited (GINL) is incorporated in the Isle of Man and is a whollyowned subsidiary of the Company.

Godrej International Trading & Investments Pte. Ltd. (GITI) is registered andlocated in Singapore and trades in palm and soya oil as well as in by products.

Financial Year 2020-21 began on a depressed note as COVID 19 led to fears of DemandDestruction and commodity prices fell sharply. However it was soon realised that In-HomeConsumption was leading to consumers eating better and using better quality brandedproducts. From mid May 2020 prices began to recover and hit new highs by December2020. Side by side the weather phenomenon called La Nina swept over South Americaprovoking fears of drought. Fortunately this 2020 La Nina turned out to be quite mild andsoybean production in Brazil and Argentina did not suffer at all. Prices peaked towardsthe end of December 2020 and fell in the first half of January 2021. However theexcitement of this Financial Year was not finished yet. The new Biden White house in USAled to huge optimism on Green Energy and the encouragement of Bio Diesel as well asRenewable Diesel and corn-based Ethanol. This new factor led to a sharp and strong spikein veg oil prices. High prices continue well into FY 2021-22. Both our companies handledthese turning markets admirably and reported very good results.

Ensemble Holdings and Finance Limited (EHFL) a wholly owned subsidiary of yourCompany is a Non-Banking Finance Company. The total income of EHFL for FY 2020-21 was Rs.0.14 Crore as compared to Rs. 0.41 Crore in the previous year. During the year theNational Company Law Tribunal Mumbai bench vide its Order dated April 22 2020 hasapproved the Scheme of Arrangement (Demerger) between Ensemble Holdings and FinanceLimited (EHFL) and the Company. Upon coming into effect of the Scheme the investmentundertaking of EHFL stands transferred to and vested in the Company with effect from theAppointed Date i.e. October 1 2019.

Financial Position

The Net Debt Position at the end of the Financial Year stands at Rs. 2963 Crore ascompared to Rs. 2532 Crore in the previous year. The Net debt equity ratio is 1.94 ascompared to 1.55 in the previous year.

Your Company continues to hold the topmost rating of [ICRA] A1+ from ICRA for itscommercial paper program (Rs. 1500 Crore) (previous year Rs.1000 Crore). ICRA hasreaffirmed an [ICRA] A1+ rating for its short term debt instruments / other bankingfacilities (Rs. 800 Crore) (previous year Rs. 800 Crore). This rating of ICRA representshighest-credit quality carrying lowest credit risk. ICRA also reaffirmed [ICRA]AA ratingwith stable outlook for long-term debt working capital and other banking facilities (Rs.1340 Crore) (previous year Rs. 1340 Crore). In addition to the ICRA’s rating forcommercial paper programme CRISIL has also assigned a rating of "CRISIL A1+" tothe commercial paper programme of Rs. 1500 Crore (previous year Rs. 1000 Crore).Instruments with these ratings are considered to have very strong degree of safetyregarding timely payment of financial obligations. For the Non-Convertible Debentures(NCD) programme of Rs. 3000 Crore (previous year Rs. 1500 Crore) CRISIL has assigned"CRISIL AA" and ICRA has assigned "ICRA AA" with stable outlook.

Report on Performance and Financial Position of Subsidiary Companies:

Report on Performance and Financial Position of each of the Subsidiaries AssociatesJoint Venture companies in Form AOC-1 forms a part of the Consolidated FinancialStatements.

Loans Guarantees & Investments

As required to be reported pursuant to the provisions of Section 186 and Section134(3)(g) of the Companies Act 2013 the particulars of loans guarantees or investmentsmade by the Company under the aforesaid provisions during the Financial Year 2020-21 havebeen provided in the Notes to the Standalone Financial Statements.

Related Party Transactions

In compliance with the Listing Regulations the Company has a policy on Materiality ofRelated Party Transactions and dealing with Related Party Transactions (RPT Policy). TheRPT Policy can be accessed on the website of the Company viz.http://www.godrejindustries.com/listing-compliance.aspx.

All Related Party Transactions entered into by your Company during the Financial Year2020-21 were on an arm’s length basis and were in the ordinary course of business.There were no materially significant Related Party Transactions entered into by theCompany with Promoters Directors Key Managerial Personnel or other related parties whichmay have a potential conflict with the interest of the Company. Requisite prior approvalof the Audit Committee of the Board of Directors was obtained for Related PartyTransactions. Therefore disclosure of Related Party Transactions in Form AOC-2 as per theprovisions of Section 134(3)(h) and Section 188 of the Companies Act 2013 read with theRule 8(2) of the Companies (Accounts) Rules 2014 is not applicable. Attention of Membersis also drawn to the disclosure of transactions with related parties set out in Note No.40of Standalone Financial Statements forming part of the Annual Report. None of theDirectors had any pecuniary relationships or transactions vis--vis the Company. Furtherthe Company has not entered into any transactions with any person or entity belonging tothe promoter/promoter group which hold(s) 10% or more shareholding in the Company duringthe Financial Year 2020-21.

Manufacturing Facilities

Your Company has manufacturing units at Ambernath Valia Wadala and Dombivili.

Ambernath factory is currently certified as per latest ISO standards i.e. ISO9001:2015 (QMS) ISO 14001:2015 (EMS) and ISO 45001:2018 (OH&S). This year the factorycompleted 1st stage of IATF (Automotive certification for tyre industries) andresponsible care certification. Ambernath plant has been awarded silver rating on EcovadisPlatform and is also a member of SEDEX with a Zero Score in audit.

The Valia factory is ISO 9001:2015 ISO 14001:2015 and ISO 45001:2018 certified. It hasbeen recently certified with a new ISO standard i.e. ISO 50001:2018 for Energy ManagementSystem across India for getting certified as per new 2018 standard guidelines. This yearwe have included one of the sophorolipid in the COSMOS certification. The certificationhelps labelling the product as natural or organic. In new product domain the unit hasstarted commercial production for Sorbitol Mono Oleate for Industrial application Cocobetaine Oleth 20 and Polyquaternium for Personal Care segment.

Majority of the finished products at both locations are Kosher certified and some arealso REACH registered to meet the EU regulation. The Company is also a member of RSPO(Roundtable for Sustainable Palm Oil) Action of Sustainable Derivative (ASD) and arespondent of Climate Change Discloser and Water Security in CDP.

Vegoils Division (Wadala) is a vegetable oil refining facility in Mumbai formanufacturing edible oils and Vanaspati. We have recently modified our Vanaspatimanufacturing process by using inter esterified vegetable oil. This reduces trans-fatcontent in Vanaspati to <0.5%. Vegoils has a continuous refinery to process 100 TPDvegetable oils like Sunflower oil Groundnut oil and Vanaspati. Factory is ISO-22000:2018certified and also possesses Kosher and Halal certificate. This Factory also produces andsells Pharmaceutical Grade Refined Groundnut oil (Arachis oil) and Refined Sunflower Oilto pharmaceuticals companies for their application. This Factory produces and packsvariety of edible oils such as Sesame oil Refined Sunflower oil Refined Groundnut oilRefined Rice Bran oil RBD Palm Olein oil and Vanaspati in various pack sizes.

The Dombivali unit has flexibility of producing multiple value added products mainlyfatty esters and amide used in personal and home care products.

Research and Development (R&D)

During the year under consideration R&D has continued its innovations quest in theprocesses / product ranges and also came up with many new concept advanced ingredientsmainly based on the Oleo feedstocks and having applications in Home Personal care AnimalNutrition and Agricultural fields. Fatty acids based fuel lubricity blends and Polymerapplication blends were optimized further and introduced to the petroleum and fuellubricity customers thus securing newer avenues for our fatty acids portfolio. Similarlythe concentrated Surfactant Blends for the Cleaning and Sanitization applications werestandardized and commercialised during the COVID times. Polymeric quaternary compound wasa new area for hair & personal care and we successfully introduced our firstcommercial ingredient in this category.

In the new products category R&D continues its efforts in developing improved andcustomized specialty mild surfactants bio-surfactants and home & personal careingredients and their blends mainly through in house process development. Our currentemphasis for the new development is "Go Green" and accordingly we are focusingmore and more on the totally biodegradable ingredients/ Blends replacing the chemicalsingredients. One of our important developments in this space was the mild surfactantcategory termed as "Sulfate Free" which could be the future ready product andthe anti-dandruff ingredient which is replacement of the commercially available harshchemical ingredients.

Human Resource Development and Industrial Relations

During the year under review industrial relations at all plant locations remainedharmonious.

With an aim at enhancing employees’ experience the highest priority was given topeople-focused measures and policies in areas of health safety and wellness of employeesand their families especially in the wake of COVID-19. In order to drive employeemotivation and performance a structured culture and engagement framework was put in placewith focus on three core pillars of Learning and Development Communication and Connectand Recognition.

The total number of persons employed in your Company as on March 31 2021 were 1070.

Business Responsibility Report

The Business Responsibility Report highlighting your Company’s sustainabilityinitiatives is appended as ‘Annexure C‘. This Report describes theinitiatives taken by the Company from an environment social and governance perspective.

Employee Stock Grant Scheme 2011 (ESGS)

The details of the grants allotted under Godrej Industries Limited - Employee StockGrant Scheme 2011 (ESGS 2011) as also the disclosures in compliance with the Securitiesand Exchange Board of India (Share Based Employee Benefits) Regulations 2014 have beenuploaded on the website of the Company at www.gorejindustries.com.

The Nomination and Remuneration Committee of the Board of Directors administers andmonitors the ESGS 2011. The Board of Directors confirm that the ESGS 2011 has beenimplemented in accordance with the Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations 2014 and the resolution passed by the Members. The Boardfurther confirms that there have been no changes in the ESGS 2011 Scheme during theFinancial Year 2020-21. The Certificate obtained from M/s. BSR & Co. LLP StatutoryAuditors in this regard shall be kept open for inspection by the Members at / during theensuing 33rd (Thirty Third) Annual General Meeting.

Fixed Deposits

The details of deposits covered under Chapter V of the Companies Act 2013 i.e.deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits)Rules 2014 during the Financial Year 2020-21 are as follows:

Particulars Details
(Rs. Crore)
(i) Deposits accepted during the Year Nil
(ii) Deposits remained unpaid or unclaimed during the Year: Matured Deposits with the Company 0.25
(iii) 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
(iv) Details of deposits which are not in compliance with the requirements of Schedule V of the Companies Act Nil

Your Company is currently not accepting public deposits and has not accepted anydeposits from its Directors during the Financial Year 2020-21.

Directors

(a) Re-appointment of Whole Time Directors

Upon recommendation of the Nomination and Remuneration Committee of the Board ofDirectors and as approved by the Board of Directors at their Meetings held on May 212021 Ms. Tanya Dubash (DIN: 00026028) has been re-appointment as the "ExecutiveDirector and Chief Brand Officer" for a period of 3 (three) years starting from April1 2022 upto March 31 2025 and Mr. Nitin Nabar (DIN: 06521655) has been re-appointed asthe "Executive Director and President (Chemicals)" for a period of 2 (two) years1 (one) month starting from April 1 2022 upto April 30 2024 subject to approval of theMembers at the 33rd (Thirty Third) Annual General Meeting (AGM).

(b) Appointment / Resignation / Cessation of tenure of Independent Directors

The Shareholders of the Company at the 32nd (Thirty Second) Annual GeneralMeeting held on August 13 2020 approved appointment of Ms. Monaz Noble (DIN: 03086192) asthe "Independent Director" on the Board of Directors of your Company for a termof 5 (five) years starting from May 1 2020 to April 30 2025.

The tenure of directorship of Mr. Aspy Cooper (DIN: 00026134) who was appointed as the"Independent Director" of the Company for a term of 5 (Five) years i.e. fromOctober 28 2015 to October 27 2020 had come to an end and accordingly he ceased to bethe Independent Director of the Company with effect from close of business hours onOctober 27 2020.

Also upon recommendation of the Nomination and Remuneration Committee and as approvedby the Board of Directors on October 22 2020 and October 23 2020 respectively Ms.Shweta Bhatia (DIN: 03164394) was appointed as the "Additional (Non-ExecutiveIndependent) Director" on the Board of Directors of your Company for a term of 5(Five) years starting from October 28 2020 upto October 27 2025 which is subject toapproval of the Members at the ensuing 33rd (Thirty Third) AGM.

Further Mr. Keki Elavia (DIN: 00003940) who was appointed as the Independent Directorfor a second term starting from August 9 2019 to March 31 2021 had stepped down from theposition of the "Non-Executive Independent Director" of the Company due topersonal reasons with effect from February 11 2021. The Board hereby confirms that asper the confirmation received from Mr. Keki Elavia there were no material reasons for hisresignation other than those mentioned in his resignation letter dated February 11 2021.

Also upon recommendation of the Nomination and Remuneration Committee and as approvedby the Board of Directors on February 27 2021 Mr. Sandeep Murthy (DIN: 00591165) wasappointed as the "Additional (Non-Executive Independent) Director" on the Boardof Directors of your Company for a term of 5 (Five) years starting from March 1 2021 uptoFebruary 28 2026 which is subject to approval of the Members at the ensuing 33rd(Thirty Third) AGM.

Further Mr. Kavas Petigara (DIN: 00066162) who was appointed as the IndependentDirector for a second term starting from August 9 2019 to July 8 2023 had stepped downfrom the position of the "Non-Executive Independent Director" of the Companydue to personal reasons with effect from April 1 2021. The Board hereby confirms that asper the confirmation received from Mr. Kavas Petigara there were no material reasons forhis resignation other than those mentioned in his resignation letter dated March 31 2021.

(c) Appointment of Non-Executive Director

Upon recommendation of the Nomination and Remuneration Committee and as approved by theBoard of Directors on May 21 2021 Mr. Pirojsha Godrej (DIN: 00432983) has been appointedas the "Additional (Non-Executive) Director" on the Board of Directors of yourCompany with effect from April 1 2022 liable to retire by rotation. He will hold officeof the Non-Executive Director of the Company with effect from April 1 2022 subject toregularisation at the next year’s Annual General Meeting of the Shareholders.

(d) Directors liable to retire by rotation

In accordance with the provisions of Section 152(6) of the Companies Act 2013 and theCompany’s Articles of Association Mr. Jamshyd Godrej (DIN: 00076250) and Mr. NitinNabar (DIN: 06521655) Directors of the Company are liable to retire by rotation at theensuing 33rd (Thirty Third) AGM and being eligible have offered themselvesfor re-appointment.

(e) Resolutions to be passed at the ensuing AGM

Appropriate resolutions for re-appointment of Ms. Tanya Dubash and Mr. Nitin Nabar asthe "Whole Time Directors" appointment of Ms. Shweta Bhatia and Mr. SandeepMurthy as the "Non-Executive Independent Directors" and for re-appointment ofMr. Jamshyd Godrej and Mr. Nitin Nabar as the Directors of the Company liable to retire byrotation are being moved at the ensuing 33rd (Thirty Third) AGM which theBoard recommends for your approval.

(f) Composition of Board of Directors

As on the date of this Board’s Report i.e. as on May 21 2021 yourCompany’s Board of Directors comprises of the following Directors:

Name of the Director Director Identification Number (DIN) Category
Mr. Adi Godrej 00065964 Chairman and Non-Executive Non-Independent Director
Mr. Jamshyd Godrej 00076250 Non-Executive Non-Independent Director
Mr. Nadir Godrej 00066195 Managing Director
Mr. Vijay Crishna 00066267 Non-Executive Non-Independent Director
Mr. Mathew Eipe 00027780 Non-Executive Independent Director
Ms. Tanya Dubash 00026028 Executive Director & Chief Brand Officer
Mr. Nitin Nabar 06521655 Executive Director & President Chemicals
Dr. Ganapati Yadav 02235661 Non-Executive Independent Director
Ms. Monaz Noble 03086192 Non-Executive Independent Director
Ms. Shweta Bhatia 03164394 Non-Executive Independent Director
Mr. Sandeep Murthy 00591165 Non-Executive Independent Director

(g) Declaration of Independence from Independent Directors

Your Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed under Section149(6) of the Companies Act 2013 and Regulation 16(b) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015. Interms of provisions of Section 134(3)(d) of the Companies Act 2013 the Board ofDirectors of your Company have taken note of these declarations of independence receivedfrom all the Independent Directors and have undertaken due assessment of the veracity ofthe same. The Board of Directors is of the opinion that the Independent Directors of yourCompany possess requisite qualifications experience expertise (including pro_ciency) andthey hold the highest standards of integrity that enable them to discharge their duties asthe Independent Directors of your Company. Further in compliance with Rule 6(1) of theCompanies (Appointment and Qualification of Directors) Rules 2014 all IndependentDirectors of the Company have registered themselves with the Indian Institute of CorporateAffairs.

(h) Board Meetings

The Meetings of the Board of Directors are pre-scheduled and intimated to all theDirectors in advance in order to help them plan their schedule. However in case ofspecial and urgent business needs approval is taken either by convening Meetings at ashorter notice with consent of the Directors or by passing resolutions throughcirculation. 4 (Four) Meetings of the Board of Directors were held during the FinancialYear 2020-21 (i.e. on May 22 2020 August 13 2020 November 11 2020 February 122021). The maximum gap between two Board Meetings did not exceed 120 (One Hundred andTwenty) days. The details of Board Meetings and the attendance record of the Directors areprovided in the Report on Corporate Governance section of the Annual Report. All the BoardMeetings during the year were conducted through Video Conferencing owing to the lockdownsituation across the country due to pandemic.

(i) Performance Evaluation of the Board of Directors its individual members and itsCommittees

In terms with the Policy for Evaluation of the Performance of the Board of Directors ofthe Company we conducted a formal Board Effectiveness Review as part of our efforts toevaluate the performance of our Board and identify areas that need improvement in orderto enhance the effectiveness of the Board its Committees and Individual Directors. Thiswas in line with the requirements of the Companies Act 2013 and the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC)worked directly with the Chairperson and the Nomination and Remuneration Committee of theBoard to design and execute this process. It was later adopted by the Board. Each BoardMember completed a confidential online questionnaire sharing vital feedback on how theBoard currently operates and how its effectiveness could be improved. The survey comprisedof below sections and compiled feedback and suggestions on:

Board Processes (including Board composition strategic orientation and team dynamics);

Individual Committees;

Individual Board Members;

the Chairman; and

Declaration of independence from Independent Directors

The criteria for Board processes included Board composition strategic orientation andteam dynamics. Evaluation of each of the Board Committees covered whether they havewell-defined objectives the correct composition and whether they achieved theirobjectives. The criteria for Individual Board Members included skills experience levelof preparedness attendance extent of contribution to Board debates and discussion andhow each 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 following reports were created as part of the evaluation:

Board Feedback Report;

Individual Board Member Feedback Report;

Chairman's Feedback Report

Further the performance evaluation criteria for Independent Directors included a checkon their fulfilment of the independence criteria and their independence from themanagement.

The overall Board Feedback Report was facilitated by Mr. Adi Godrej Chairman withIndependent Directors. Feedback from the Committees and Individual Board Members wasshared with the Chairman. Following his evaluation a Chairman’s Feedback Report wascompiled.

(j) Nomination and Remuneration Policy

The Company’s Nomination and Remuneration Policy for Directors Key ManagerialPersonnel and other employees can be accessed on the Company’s website athttp://www.godrejindustries.com/listing-compliance.aspx. 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 in accordance with the provisions of the Companies Act 2013.

On the recommendation of the Nomination and Remuneration Committee the Board hadframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The details of the Board Appointment Policy are stated below:

Board Appointment Policy - Godrej Industries Limited (the "Company")

The Company is committed to equality of opportunity in all aspects of its business anddoes not discriminate on the grounds of nationality race colour religion castegender gender identity or expression sexual orientation disability age or maritalstatus.

The Company recognises merit and continuously seeks to enhance the effectiveness of itsBoard. The Company believes that for effective corporate governance it is important thatthe Board has the appropriate balance of skills experience and diversity of perspectives.

Board appointments will be made on merit basis and candidates will be consideredagainst objective criteria with due regard for the benefits of diversity on the Board. TheBoard believes that such merit-based appointments will best enable the Company to serveits stakeholders.

The Board will review this Policy on a regular basis to ensure its effectiveness.

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 our Talent Management Process called Total Talent Management we identifycritical positions and assess the succession coverage for them annually. During thisprocess we also review the supply of talent identify high potential employees and plantalent actions to meet the organisation’s talent objectives. We continue to deployleadership development initiatives to build succession for key roles.

Total Rewards Philosophy

The policy of your Company on Director’s appointment and remuneration of theDirectors Key Managerial Personnel and other employees including criteria for determiningqualifications positive attributes independence of a director is stated below:

TOTAL REWARDS PHILOSOPHY

GODREJ INDUSTRIES LIMITED (the "Company")

Our Total Rewards Framework aims at holistically utilising elements such as fixed andvariable compensation long-term incentives benefits and perquisites and non-compensationelements (career development work life balance and recognition).

Highlights

The rewards framework offers you the flexibility to customise different elements basisneed. It is also integrated with our performance and talent management processes anddesigned to ensure sharply differentiated rewards for our best performers.

The total compensation for a given position is influenced by three factors: positionperformance and potential. As a broad principle for our high performers and potentialemployees we strive to deliver total compensation at the 90th percentile ofthe market.

Total Compensation

The total compensation has three components:

1. ‘Fixed Compensation’ comprises of basic salary and retirement benefitslike provident fund and gratuity.

2. ‘Flexible Compensation’ is a fixed pre-determined component of thecompensation.

3. ‘Variable Compensation (Performance Linked Variable Remuneration)’ rewardsone for delivering superior business results and individual performance. It is designed toprovide a significant upside earning potential without cap for over achieving businessresults. It has a ‘Collective’ component which is linked to the achievement ofspecified business results measured by Economic Value Added or other related metricsrelative to the target set for a given financial year and an ‘Individual’component based on the performance as measured by the performance management process.

Long Term Incentives (Employee Stock Grant Scheme)

This scheme aims at driving a culture of ownership and focus on long-term results. Itis applicable to senior managers. Under this scheme performance based stock grants areawarded on the basis of performance.

(k) Familiarisation Programmes

Familiarisation programme for the Independent Directors was conducted during theFinancial Year 2020-21. Apart from this business presentations were made by theManagement to the Independent Directors. The details of familiarization programmespursuant to Regulation 25(7) of the Listing Regulations is uploaded on the Company’swebsite viz. http://www.godrejindustries.com/ listing-compliance.aspx.

Key Managerial Personnel

There have been no changes in the Key Managerial Personnel of the Company during theFinancial Year 2020-21.

Details of Directors / Key Managerial Personnel who were appointed or have resignedduring the Financial Year 2020-21

Name of the Director Date of appointment / resignation
Mr. Nadir Godrej Re-appointment as "Managing Director" for 3 (three) years with effect from April 1 2020 to March 31 2023
Ms. Monaz Noble Appointment as "Independent Director" for a term of 5 (five) years with effect from May 1 2020 to April 30 2025
Mr. Aspy Cooper Completion of tenure from directorship as Independent Director of the Company with effect from October 27 2020.
Ms. Shweta Bhatia Appointment as "Independent Director" for a term of 5 (five) years with effect from October 28 2020 to October 27 2025
Mr. Keki Elavia Resigned from directorship with effect from February 11 2021
Mr. Sandeep Murthy Appointment as "Independent Director" for a term of 5 (five) years with effect from March 1 2021 to February 28 2026
Mr. Kavas Petigara Resigned from directorship with effect from April 1 2021

Auditors and Auditors’ Report Statutory Auditors

M/s. BSR & Co. LLP Chartered Accountants (Firm Registration Number:101248W/W-100022) have been appointed as the Statutory Auditors of the Company at the 29th(Twenty Ninth) Annual General Meeting (AGM) of the Members held on August 11 2017pursuant to Sections 139 to 144 of the Companies Act 2013 and Rules 3 to 6 of theCompanies (Audit And Auditors) Rules 2014 for a term of 5 (Five) years to hold officefrom the conclusion of the 29th (Twenty Ninth) AGM till the conclusion of the34th (Thirty Fourth) AGM on a remuneration as may be decided by the Board ofDirectors. Their appointment was subject to ratification by the Members at everysubsequent AGM held after the AGM held on August 11 2017. Pursuant to the amendments madeto Section 139 of the Companies Act 2013 by the Companies (Amendment) Act 2017effective from May 7 2018 the requirement of seeking ratification of the Members for theappointment of the Statutory Auditors was withdrawn from the statute. In view of the samethe Members of the Company at the 30th (Thirtieth) AGM held on August 13 2018had approved ratification of appointment of M/s. BSR & Co. LLP as the StatutoryAuditors of the Company for the remaining period i.e. from the conclusion of 30th(Thirtieth) AGM held on August 13 2018 upto the conclusion of the 34th (ThirtyFourth) AGM. Therefore the approval of the Members for continuance of their appointmentat this AGM is not being sought. The Statutory Auditor’s Report on the FinancialStatements for the Financial Year ended on March 31 2021 does not contain anyqualification reservation adverse remark or disclaimer.

Cost Auditors

M/s. R. Nanabhoy & Co. Cost Accountants Mumbai (Firm Registration No.: 000010)were appointed by the Board of Directors as the Cost Auditors of the Company for all theapplicable products pursuant to the provisions of Section 148 of the Companies Act 2013and the Companies (Cost Records and Audit) Rules 2014 for the Financial Year 2020-21.They are required to submit the report within 180 (One Hundred and Eighty) days from theend of the accounting year.

Further upon recommendation of the Audit Committee the Board of Directors at theirMeetings held on May 21 2021 have approved re-appointment of M/s. R. Nanabhoy & Co.Cost Accountants being eligible as the Cost Auditors of the Company for the FinancialYear 2021-22 at a remuneration of Rs. 350000/- (Rupees Three Lakh Fifty Thousand Only)plus applicable taxes and reimbursement of out of pocket expenses subject to ratificationof the said remuneration by the Members at the ensuing 33rd (Thirty Third)Annual General Meeting pursuant to Section 148 of the Companies Act 2013.

The Company has maintained the necessary accounts and records as specified by theCentral Government under sub-section (1) of Section 148 of the Companies Act 2013pertaining to Cost Audit.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company’sBoard of Directors had appointed M/s. A. N. Ramani & Co. Practicing CompanySecretaries (Firm Registration No. P2003MH000900) to conduct Secretarial Audit of theCompany for the Financial Year 2020-21.

The Secretarial Audit Report issued by M/s. A. N. Ramami & Co. SecretarialAuditors for the Financial Year ended March 31 2021 is annexed herewith marked as ‘AnnexureD‘ to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

Vigil Mechanism / Whistle Blower Policy

Your Company is focused to ensure that integrity and ethics continue to be the bedrockof its corporate operations. It is committed to conducting its business in accordance withthe highest standards of professionalism and ethical behavior. Your Company has a vigilmechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement ifany. This initiative was taken to encourage employees to report irregularities inoperations besides complying with the statutory requirements under Companies Act 2013.All employees of the Company can avail this mechanism. If the whistle blower is notsatisfied with the actions taken necessary steps to escalate the same can be taken.Through the process the mechanism considers and extends complete protection to thewhistle blower and direct access to the Chairman of the Audit Committee in appropriate orexceptional cases.

Committees of Board of Directors

(a) Audit Committee

Pursuant to the provisions of Section 177(8) of the Companies Act 2013 Rule 6 of theCompanies (Meetings of Board & its Powers) Rules 2014 and Regulation 18 read withPart C of Schedule II of the Listing Regulations your Company has constituted an AuditCommittee of the Board of Directors.

The composition of the Audit Committee during the Financial Year 2020-21 was as under.The Audit Committee was further re-constituted with effect from April 1 2021 details areas below:

Name of the Member Designation
Mr. Kavas Petigara Chairman (Independent Director)@
Mr. Aspy Cooper Member (Independent Director)*
Mr. Mathew Eipe Chairman (Independent Director)$
Mr. Nitin Nabar Member (Executive Director)
Ms. Monaz Noble Member (Independent Director)#
Dr. Ganapati Yadav Member (Independent Director)
Mr. Sandeep Murthy Member (Independent Director)

*Ceased to be Independent Director of the Company with effect from close of businesshours on October 27 2020 #Appointed as Member with effect from October 28 2020 @Resignedfrom directorship with effect from April 1 2021 $ Appointed as Chairman with effect fromApril 1 2021 ~Appointed as Member with effect from April 1 2021

The Statutory Auditors Internal Auditors and Chief Financial Officer attend the AuditCommittee Meetings as invitees. The Company Secretary and Compliance Officer acts asSecretary to the Audit Committee. All observations and recommendations made by the AuditCommittee to the Board of Directors were duly noted and accepted by the Board.

4 (Four) Meetings of the Audit Committee were held during the Financial Year 2020-21(i.e. May 22 2020 August 13 2020 November 11 2020 and February 12 2021).

(b) Risk Management Committee

Pursuant to the provisions of Regulation 21 of Listing Regulations your Company hasconstituted a Risk Management Committee of the Board of Directors. The composition of theRisk Management Committee during the Financial Year 2020-21 was as under. The RiskManagement Committee was further re-constituted with effect from April 1 2021 and May 212021 details are as below:

Name of the Member Designation
Mr. Nadir Godrej Chairman (Managing Director)
Ms. Tanya Dubash Member (Executive Director & Chief Brand Officer)
Mr. Nitin Nabar Member (Executive Director & President Chemicals)
Mr. Mathew Eipe Member (Independent Director)*
Dr. Ganapati Yadav Member (Independent Director)#
Mr. Clement Pinto Member (Chief Financial Officer)#

*Appointed with effect from April 1 2021 # Appointed with effect from May 21 2021

3 (Three) Meetings of the Risk Management Committee were held during the Financial Year2020-21 (i.e. June 11 2020 October 30 2020 and January 8 2021).

Your Company had formed a Risk Management Committee consisting of the ManagingDirector Whole Time Directors Independent Directors and Chief Financial Officer. TheCommittee identifies evaluates business risks and opportunities. This Committee hasformulated and implemented a policy on risk management to ensure that the Company’sreporting system is reliable and that the Company complies with relevant laws andregulations. The Board of Directors of your Company are of the opinion that at presentthere are no elements of risks which may threaten the existence of the Company.

The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act2013

Your Company is committed to creating and maintaining an atmosphere in which employeescan work together without fear of sexual harassment exploitation or intimidation. TheBoard of Directors of your Company has constituted Internal Complaints Committees (ICCs)at Head Office as well as regional levels pursuant to the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules framed thereunder.

The Company has formulated and circulated to all the employees a policy on preventionof sexual harassment at workplace which provides for a proper mechanism for redressal ofcomplaints of sexual harassment. Since there were no complaints received by the ICCsduring the calendar year 2020 the Committee filed a ‘NIL’ complaints reportwith the concerned authority(ies) in compliance with Section 22 of the aforementionedact.

Directors’ Responsibility Statement

The Board of Directors have laid down Internal Financial Controls within the meaning ofthe explanation to Section 134(5)(e) ("IFC") of the Companies Act 2013. TheBoard believes the Company has sound IFC commensurate with the nature and size of itsbusiness. Business is however dynamic. The Board is seized of the fact that IFC are notstatic and will evolve over time as the business technology and possibly even fraudenvironment changes in response to competition industry practices legislationregulation and current economic conditions. There might therefore be gaps in the IFC asBusiness evolves. Your Company has a process in place to continuously identify such gapsand implement newer and / or improved controls wherever the effect of such gaps might havea material effect on the Company’s operations. Pursuant to the provisions containedin sub-sections (3)(c) and (5) of Section 134 of the Companies Act 2013 the Directors ofyour Company based on the representation received from the Operating Management and afterdue enquiry confirm the following:

a) In the preparation of the annual accounts for the Financial Year 2020-21 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;

b) The Directors have selected such accounting policies and applied consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the Financial Year (i.e. March31 2021) and of the profit and loss of the Company for that period (i.e. the FinancialYear 2020-21);

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company for preventing and detecting fraud and otherirregularities;

d) The Directors have prepared the annual accounts for the Financial Year ended March31 2021 on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively; and

f) The Directors have devised proper systems to ensure compliance of all lawsapplicable to the Company and such systems are adequate and operating effectively.

Corporate Governance

As required by the existing Regulation 34(3) read with Schedule V of the ListingRegulations a detailed report on Corporate Governance is included in the Annual Report.

M/s. A. N. Ramani & Co. Practicing Company Secretaries have certified theCompany’s compliance of the requirements of Corporate Governance in terms ofRegulation 34(3) read with Schedule V of the Listing Regulation and their compliancecertificate is annexed to the Report on Corporate Governance.

Conservation of Energy Technology absorption and Foreign Exchange Earnings and Outgo

The information in respect of matters pertaining to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) ofthe Companies Act 2013 and Rule 8(3) of the Companies (Accounts) Rules 2014 is appendedas ‘Annexure E‘ to this Report.

Annual Return

In compliance with provisions of Section 134(3)(a) of the Companies Act 2013 theAnnual Return as per Section 92(3) of the Companies Act 2013 has been hosted on thewebsite of the Company viz. www.godrejindustries.com.

Managerial Remuneration and Remuneration Particulars of Employees

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

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act 2013 and Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 has been appended as ‘AnnexureF‘ to this Report.

The information required pursuant to Section 197 of the Act read with Rule 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of your Company are available to Shareholders for inspection onrequest. If any Member is interested in obtaining a copy thereof such Member may write tothe Company Secretary on investor@godrejinds.com whereupon a copy would be sent.

Material changes and commitments since the Financial Year end

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the March 31 2021 and the date of thisBoards’ Report (i.e. May 21 2021). However the Financial Year ended March 31 2021was an unprecedented period due to the spread of COVID-19 pandemic across the globeadversely impacting sales performance of the Company. While the operations have resumedfor manufacturing locations in compliance with Government directives since April 2020the Company continues to closely monitor the situation and take appropriate action asconsidered necessary in due compliance with the applicable regulations. As per theCompany’s current assessment no significant impact on carrying amounts ofinventories goodwill intangible assets trade receivables investments and otherfinancial assets is expected and we continue to monitor changes in future economicconditions. The eventual outcome of the impact of the global health pandemic may bedifferent from those estimated as on the date of approval of these financial results.

On May 14 2021 the Company has issued issued 7500 (Seven Thousand Five Hundred)Unsecured Redeemable Non-Convertible Debentures (NCD) of Face Value Rs. 1000000/-(Rupees Ten Lakh) each. The total value of NCD is Rs. 750 Crore (Rupees Seven HundredFifty Crore). These NCDs are carrying the interest rate of 6.92% (six point nine two percent) per annum and are redeemable at the end of 4 (four) years from the date ofallotment. The NCDs are listed on the National Stock Exchange of India Limited.

Fraud Reporting

There have been no instances of frauds reported by the Auditors under Section 143(12)of the Companies Act 2013 and the Rules framed thereunder either to the Company or tothe Central Government.

Corporate Restructuring

Scheme of Arrangement (Demerger) entered into between Ensemble Holdings FinanceLimited Wholly Owned Subsidiary and Godrej Industries Limited ("the Company")

The National Company Law Tribunal Mumbai bench vide its Order dated April 22 2020approved the Scheme of Arrangement (Demerger) between Ensemble Holdings and FinanceLimited (EHFL) and the Company. Consequent to the said Order and filing of the certifiedOrders with the Registrar of Companies Maharashtra on May 14 2020 the Scheme had becomeeffective from the Appointed Date i.e. October 1 2019. Upon coming into effect of theScheme the investment undertaking of EHFL stood transferred to and vested in the Companywith effect from the Appointed Date. The Company had given effect of the Scheme in itsFinancial Statements for the Financial Year ended March 31 2020 as per guidance set outin Ind AS Transition Facilitation Group (ITFG) Clarification Bulletin 14 (Issue 4) beinga common control transaction. The Financial Statements for the Financial Year ended March31 2019 were restated as per Appendix C of Ind AS 103 Business Combinations as if thebusiness combination had occurred from the beginning of the preceding period. As EHFL is a100% subsidiary of the Company there is no impact of the Scheme on the ConsolidatedFinancial Results.

Policies of the Company

Listing Regulations have mandated the formulation of certain policies for all listedcompanies. As per provisions of Listing Regulations certain Policies are hosted on theCompany’s website viz; www.godrejindustries.com.

The key policies that have been adopted by the Company pursuant to the provisions ofthe Companies Act 2013 and the Rules framed thereunder the Listing Regulations and otherapplicable laws are as follows:

Name of the Policy Brief Particulars of the Policy
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 and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks.
Corporate Social Responsibility Policy The Corporate Social Responsibility (CSR) Committee has formulated and recommended to the Board and the Board has approved a Corporate Social Responsibility Policy (CSR Policy) which outlines the Company’s strategy to bring about a positive impact on society through various CSR activities and programmes.
Policy for determining Material Subsidiaries This Policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company in order to comply with the requirements of Regulation 16(1) (c) and Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The Company has the following Material Subsidiaries as on March 31 2021:
1) Godrej Properties Limited (Listed Subsidiary)
2) Godrej Agrovet Limited (Listed Subsidiary)
Nomination and Remuneration Policy This Policy formulates the criteria for determining qualifications competencies positive attributes and independence of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors Key Managerial Personnel and other Senior Management Employees.
Whistle Blower Policy / Vigil Mechanism Your Company has a Vigil Mechanism / Whistle Blower Policy which provides adequate safeguards against victimization of persons who use Whistle Blower mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.
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.
Policy on Materiality of Related Party Transaction and dealing with Related Party Transaction This Policy regulates all transactions between the Company and its Related Parties.
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.
Code of Conduct for Insider Trading Policy on Criteria for determining Materiality of Events 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. 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 Regulation 30 of the Listing Regulations.
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 Listing Regulations. This Policy covers all business records of the Company including written printed and recorded matter and electronic forms of records.
Archival Policy This Policy is framed pursuant to the provisions of the Listing Regulations. 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 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.
Dividend Distribution Policy This Policy is framed by the Board of Directors in terms of the Listing Regulations. 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.

Disclosures as per the Companies (Accounts) Rules 2014

Change in nature of business if any None
Names of Companies which have become or have ceased to be its Subsidiaries Joint Ven- tures or Associate Com- panies during the Finan- cial Year 2020-21 Pyxis Holdings Limited became the subsidiary of the Company with effect from March 25 2021.
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 there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

Secretarial Standards

Your Company is in compliance with the Secretarial Standards on Meetings of the Boardof Directors (SS- 1) and Secretarial Standards on General Meetings (SS-2) issued by theInstitute of Company Secretaries of India (ICSI).

Transfer to Investor Education and Protection Fund

In terms of the provisions of Investor Education and Protection Fund (AccountingAudit Transfer and Refund) Rules 2016 Investor Education and Protection Fund (Awarenessand Protection of Investors) Rules 2001 Rs. 795241/- (Rupees Seven Lakh Ninety FiveThousand Two Hundred Forty One Only) unpaid / unclaimed dividends were transferred duringthe Financial Year 2020-21 to the Investor Education and Protection Fund (IEPF).

The Company has appointed a Nodal Officer under the provisions of IEPF the details ofwhich are available on the website of the Company. The same can be accessed onwww.godrejindustries.com. The Company has uploaded the details of unpaid and unclaimedamounts lying with the Company as on August 13 2020 (date of last AGM) on theCompany’s website which can be accessed on www.godrejindustries.com and of theMinistry of Corporate Affairs website at www.iepf.gov.in.

Depository System

Your Company’s Equity Shares are available for dematerialization through NationalSecurities Depository Limited and Central Depository Services (India) Limited. As of March31 2021 99.89% of the Equity Shares of your Company were held in demat form.

You Company has issued Non-Convertible Debentures during the Financial Year 2020-21 indemat mode only.

Listing

The Equity Shares of your Company are listed on the BSE Limited (BSE) and the NationalStock Exchange of India Limited (NSE). The applicable annual listing fees have been paidto the Stock Exchanges before the due dates. The Equity Shares of your Company were notsuspended from trading on BSE and NSE at any point of time during the Financial Year2020-21.

During the Financial Year 2020-21 your Company had issued Non-Convertible Debentureson private placement basis which are listed on the National Stock Exchange of IndiaLimited (NSE). The applicable annual listing fees has been paid to the Stock Exchangebefore the due date.

Additional Information

The additional information required to be given under the Companies Act 2013 and theRules framed thereunder has been laid out in the Notes attached to and forming part ofthe Accounts. The Notes to the Accounts referred to the Auditors’ Report areself-explanatory and therefore do not call for any further explanation. The ConsolidatedFinancial Statements of our Company form a part of this Annual Report. Accordingly thisAnnual Report of your Company does not contain the Financial Statements of itsSubsidiaries. The Audited Annual Accounts and related information of the Company’sSubsidiaries will be made available upon request. These documents including the SubsidiaryCompanies’ documents will be available for inspection on the Company’s websiteviz. www.godrejindustries.com.

Acknowledgement

Your Directors thank the Union Government the Governments of Maharashtra and Gujaratas also all the Government Agencies Banks Financial Institutions ShareholdersCustomers Fixed Deposit Holders Vendors and other Business Associates who throughtheir continued support and co-operation have helped as partners in your Company’sprogress. Your Directors also express their warm appreciation to all the employees of theCompany for their unstinted commitment and continued contribution to the growth of theCompany.

For and on behalf of the Board of Directors of Godrej Industries Limited

Adi Godrej

Chairman

(DIN: 00065964)

Mumbai May 21 2021

.