Godrej
Godrej
2 Our Company
12 Board of Directors
Dear Shareholders,
The passage of the Goods & markets in the world and home to am grateful to our Board for their
Services Tax (GST) bill is a major around 80 per cent of the worlds thoughtful and planned approach to
achievement. As I have mentioned population. The emerging middle executing our succession plan. The
earlier, the implementation of the classes and rising per capita income foundations of GCPL are extremely
GST will be transformative for the will translate into more consumers strong. This is an opportune time to
Indian economy. A single national seeking branded, quality products transition to a new Chairperson, who
value added tax will be one of the at affordable prices. New categories will work closely with Vivek to lead the
most significant reforms since the will emerge and new distribution company in its next phase of growth.
liberalisation of the Indian economy channels will improve availability and
in 1991. I expect this to result in enhance the buying experience. This I feel very confident that Nisa will be
a marked boost to consumption will, in turn, further drive penetration an outstanding Executive Chairperson.
and GDP growth. Steps have and increase consumption in our As you know, she has been a key
also been taken to further digitise focus categories. architect of GCPLs strategy and
and streamline the economy, transformation over the last decade. I
with initiatives such as Aadhar I would like to take this opportunity have worked closely with her and seen
linked subsidy schemes, UPI and to extend my gratitude to all our her deliver tremendous results. She
Startup India, that have improved stakeholders for their continued is an inspiring leader who will always
transparency and reduced red tape. interest, faith and encouragement uphold our values.
through the years. My deep
Globally, the macroeconomic appreciation to all our business I will continue to serve the GCPL
environment continues to be partners, vendors and other business Board and contribute in whatever way
impacted by socio-political and associates for their support and I can to GCPLs success and long
economic uncertainty. As a result, contributions. Many thanks to all the term growth. I look forward to your
our international geographies are various central and state government continued partnership to help achieve
grappling with the dual challenges of authorities, for their continuing our exciting aspirations.
weakening growth and depreciating support to our business. To all our
currencies. Our teams are addressing team members, whose passion, Yours sincerely,
these concerns with a sharp focus on commitment and hard work, have
innovation, customer centricity and made us successful - a special
cost optimisation. thank you for building GCPL into a
company that we can all be proud of.
That said, we believe there continue
to be tremendous opportunities in It has been a privilege to serve as
emerging markets, especially in Asia, Chairman during a period when
Africa and Latin America. These are we have delivered strong results Adi Godrej
among the fastest growing consumer and transformed our company. I Chairman Emeritus
Dear Shareholders,
Nisaba Godrej
Executive Chairperson
with the NYU range of crme hair pollination of insights and knowledge innovative as a company. There is
colours. We will be scaling this up across our categories and countries. also significant potential to improve
and extending our play to the larger These insights are helping us predict our productivity and become
hair care category in the country. In what our consumers want and need, moreagile.
Africa, our focus will be on building a with much greater accuracy than
full hair care portfolio to complement before. We are also leveraging them GCPL has consistently
our leadership position in hair to make sharper decisions on pricing been ranked the best FMCG
extensions. We will also scale up our and optimise sales and marketing company to work for. What
presence in household insecticides spends in real-time. Through Project makes GCPL an employer of
through our Good knight brand. Optimus for example, we are driving choice?
In Latin America, along with hair the availability of a wider portfolio of
colours, we are focusing on makeup products across urban markets in Our team members are our most
and depilatories. India. We have also used advanced important asset. Being recognised
analytics to detail brand strategy play as a great place to work continues
How are you leveraging books for our key brands. to be a very important part of our
advanced analytics in your overall ambition of being a leading
business? Our supply chain teams are using multi-local FMCG player. We take
daily sales data to run advanced much pride in fostering an inclusive,
One of the big shifts we are seeing heuristics and plan for stock enabling workplace and are fully
in recent times is the convergence movements, production schedules committed to providing our team
of big data, cloud computing, and raw material purchases. We are members with exciting careers,
digital, artificial intelligence and also piloting the Internet Of Things competitive rewards and a great
mobility. This has the potential to in manufacturing and logistics to work environment. We are very
significantly transform the way we improve production line efficiencies, fortunate to be able to build on the
engage, converse with and serve manage energy costs and track the strong Godrej values and legacy of
our consumers, team members real-time movement of goods. trust, integrity and respect for others.
and partners. So, we are making At the same time, our exciting and
data mining and analytics a key On the people front, we have ambitious growth plans enable us to
priority and investing in best-in-class started using analytics to better offer unparalleled learning and career
technology and capabilities. manage our talent and leadership opportunities. Our operating model
developmentprocesses. provides a lot of empowerment and
Data from across multiple platforms allows people who perform well to
can offer us a 360 degree view While these are still early days, take on stretch roles and progress
of trends and consumers. We are we are very excited about these rapidly at GCPL.
building internal Consumer Marketing opportunities to engage our
Intelligence capabilities and setting consumers in dramatically different
up platforms to enable the cross- ways and become much more
What can GCPL do to become Godrej Careers 2.0, our second What are the key priorities that
a more diverse and inclusive careers programme, offers women GCPL should focus on, going
place to work at? who have taken a career break a forward?
chance to return to the workplace. As
Becoming more inclusive is part of it, we offer challenging projects We need to become more versatile as
increasingly important for us as a with added flexibility to help women a company. We have outperformed
company. We are building diversity in returning from a sabbatical balance the market and are serving our
different ways - through the businesses their career and personal needs. consumers well with innovative,
we acquire in new geographies, the high quality products at affordable
openly inclusive stance we have on We have set ourselves clear diversity prices. We now need to take our
issues like gender and LGBT rights, goals, in terms of representation in our performance up a notch, take
and the new skills and backgrounds teams and across different levels. The bolder actions and build on our
that we are hiring for, like Design, Diversity Council for the Godrej Group strong foundations. We need to
Digital Marketing, Advanced Analytics, meets every quarter to discuss our focus on achieving higher top-line
Research & Development, and approach and track progress against growth through better innovations,
Innovation. these targets. We are confident that more compelling market initiatives
through these efforts, we will see a and stronger go-to market actions.
Attracting and developing top women changing profile of Godrejites over the Over the last couple of years, we
talent, to have a robust pipeline of next few years. have expanded our operating profit
potential leadership, is a key priority margins significantly. We need to
for us. While a lot of our team members What do you think you could sustain these margins, while investing
globally are women, we still have a lot have done better last year? in strengthening our brands and
of work to do on this front in India. We enhancing our capabilities. So, we
are making a more concerted effort While we outperformed the market need to find a way to drive both
to look for alternative approaches and sustained our market shares in top line and bottom line growth.
in areas where we have historically most of our categories, we fell short This will require us to become more
faced challenges, either because of our sales expectations for the year. ambidextrous. We need to balance
of the nature of the work involved or Certainly, the uncertainties in many of better the benefits of scale with
the availability of talent. We are also the geographies that we operate in greater agility and empowerment.
reviewing policies and infrastructure was a key contributing factor. However,
to ensure that we provide the support we need to become more resilient and We are also instilling a deeper sense
that women require to thrive at work. execute better. Most FMCG players of purpose and embedding a more
We endeavour to create an inclusive got into defensive mode last year. We consistent Godrej Way of Working
environment for women who return to should have been bolder in launching across all our operations, to better
work post an extended break through more innovations and pushing harder align, engage and energise our
multiple flexible work, part-time, and to gain marketshare. talented team members. We are
work from home options. fortunate to be a part of a rich 120-
02 Our 6 Pillars
Overview
Over the last year, the government has made several Though growth rates were below historical averages
efforts to revive the Indian economy. Demonetisation and long-term potential, we outperformed the
has led to a significant push towards digital financial markets in our core categories. We are seeing signs
transactions, as well as improving the tax net. Steps of recovery in consumer demand in the FMCG
have been taken to further digitise and streamline industry. While the progress has been subdued,
the economy, with initiatives such as Aadhar linked we expect demand to pick up pace in fiscal year
subsidy schemes, UPI and Startup India, which have 2018. We are hopeful that a timely and successful
improved transparency and reduced red tape. implementation of the transformative GST will spur
stronger growth for the sector. The fundamentals of
Some of our macroeconomic indicators dropped, like the industry remain strong and there is still significant
a decline in the GDP growth to 7.1 per cent in the growth potential, given the low penetration and
fiscal year 2017, from 7.6 per cent in the fiscal year consumption rates for many FMCG categories.
2016. Inflation is largely under control. The passage
of the Goods & Services Tax (GST) bill is a significant Our business has delivered strong and profitable
achievement and its implementation will have a growth, despite the macroeconomic challenges. We
positive impact on the economy. have consistently outperformed across quarters. We
are driving a relentless focus on our strategy, and
The macroeconomic environment in some of our investing strategically in creating new growth vectors
international markets remained challenging. While for the future, while continuing to drive our core to full
Indonesia saw a relatively stable GDP growth at potential, enhancing our go-to-market infrastructure
5 per cent in fiscal year 2017, growth in our Sub- and driving execution excellence.
Saharan Africa markets was weak. South Africas GDP
remaining largely flat year-on-year; Nigerias GDP
declined. Moreover, we faced challenges of currency
depreciation - particularly in Nigeria, Mozambique and
Argentina - where currency depreciated by 35-60 per
cent, along with double-digit inflation.
International sales
as a percentage of
consolidated sales 34% 48%
FY 2010-11 FY 2016-17
(Top) Our marketing team at the GCPL Annual Conference 2017 in Abu Dhabi
(Bottom Left) Sunil Kataria, Business Head - India & SAARC, ideating with young managers at Connecting The Dots
(Bottom Right) Our womens team wins at the Godrej Cricket Championship
Personal Care
Number 2 player in soaps
Personal Care
Number 2 player in soaps
Hair Care
Leader in hair colour
Home Care
Leader in household insecticides
Home Care
Number 1 player in air care
(Top) Celebrating Serko Day, when Godrejites from across teams become salespersons for a day
(Bottom Left) Our Group Chairman, Adi Godrej, visits the Jakarta office for a town hall
(Bottom Right) Winners of Godrej Indonesia LOUD (Live Out Ur Dream), a programme which helps our team members realise their personal dreams
NYU ranks among the top 3 brands in hair colour in modern trade
(Top) Our Tanzania team volunteers at a local school on Godrej Global Volunteering Day
(Bottom Left) The inauguration of a Darling Hair Academy to train young hairstylists in Kenya
(Bottom Right) Our South Africa team treats contest winner mums to free makeovers on Mothers Day
Renew, a leading player in the Caucasian hair colour market in South Africa
(Top) The opening of our new cafeteria at our Buenos Aires office
(Bottom Left) Volunteers at our Issue De Rosa campaign help raise awareness about breast cancer
(Bottom Right) Celebrating the launch of Presente, a community outreach programme
Issue, an iconic leading hair colour, offers a fun and stylish range of hair treatments
Pro:Voke Touch of Silver, a unique range of salon inspired products, for cool, platinum, white and silver hair
Pro:Voke Liquid Blonde, a new proposition to boost colour for warm, caramel and honey blondes
Soft & Gentle, a refreshing range of female deodorants and feminine hygiene products
(Top) The launch of Good knight, our leading Household Insecticide brand, at Colombo
(Bottom Left) Our Bangladesh team rings in the new year together
(Bottom Right) Team members from Nepal at their annual offsite
Expert and Abha, leading players in their respective hair care segments in Bangladesh and Sri Lanka
Range of household care, hair care and Strong market position in soaps
personal care products, including soaps,
deodorant sprays, hair colour and air care
Godrej aer, one of the UAEs fastest growing air care brands
Cinthol, a leading player in soaps, among consumers from the Indian subcontinent
Godrej Expert, Nupur and Abha, leading players in powder hair colour
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Scan me to learn
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Indonesia about our ammonia-
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Scan me to learn
Indonesia about our unique, gel-
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freshener
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Scan me to learn
Latin America about our all day
makeup foundation
www.softandgentle.com
Building a
future ready
sales system
Building a future ready sales system
Building a
future ready
sales system
Go-to-market Partners
Technology
(Right) Our sales team members use hand held devices to facilitate decision-making
Making our
supply chain
best in class
Building an
agile and high
performance
culture
Strengthening our employer Innovative approach to
brand across geographies recruitment
(Top) Winners of Godrej LOUD 2017, whose dreams range from publishing a childrens novel to representing India in archery
(Bottom Left) Our Indonesia team hosts a Career & Development Week at their Jakarta office
(Bottom Right) Celebrating the launch of Workplace by Facebook, our internal engagement platform, at Chile
Build an inspiring
place to work
(Top) We rank among the Best Employers in India in the Aon Hewitt Best Employers Survey 2017
(Centre) Winners of the Gurukul Amazing Race, our induction event for the 2017 summer intern batch in India
(Bottom) Our Bintang management trainee batch in Indonesia
Diversity
Fostering an
inclusive Godrej
We understand that our team members play multiple roles and our policies like flexi
time are designed to enable them to do so.
KASHISH
TO BE UPDATED 24 MAY
(Top) Hosting celebrated feminists Mona Eltahawy, Geeta Patel, Bishakha Dutta and Paromita Vohra at our headquarters in Mumbai
(Centre) Women from across Godrej businesses share their perspectives during a panel discussion at the Godrej Leadership Forum
(Bottom) Godrej is a proud sponsor of the Kashish International Queer Film Festival 2017. Nisaba Godrej speaks at the opening of the event.
t Collaborate with non-profit t Make environmental sustainability key to our manufacturing processes
organisations and social t Reduce energy needs, managing waste and transforming our products
enterprises on employability t Ensure our overall manufacturing approach is more future ready from raw
training programmes for young material sourcing to technologies used at plant
people from low-income
communities Progress by our factories in improving environmental sustainability, compared to a
t Aim to improve the earning 2011 baseline, at a Group level:
potential of graduates, by
building skills and thereby
empowering them
t Offer programmes in beauty and Greener India Goal 2020 Achievement as of January 2017
hair care, retail management Become carbon neutral 51% reduction in greenhouse gas emissions
and channel sales
t Focus on life skills training, Have a positive water balance 31% reduction in specific water consumption
entrepreneurship and post- Have zero waste to landfill 60% reduction in specific waste to landfill
placement support
Reduce specific energy consumption 37% reduction in specific energy consumption
by 30%
As of March 2017, trained 1,95,101
youth in India and Kenya in skills that Increase renewable energy sources 50% of total energy consumption from
by 30% renewable resources
will enhance their earning potential
Porter Prize for Creating Shared Value Rank on CDP Indias Climate
(2016) Disclosure Leadership Index (2016)
Watershed Management
4WTCN'NGEVTKECVKQP
Community Development
Other disclosures
Enterprise business risk t Labour shortages and attrition Internal control systems
management of key staff and their adequacy
t Exchange rate fluctuation and
With a presence across three arbitrage risk We have implemented an internal
continents - Asia, Africa and Latin t Integration risks for acquired control framework to ensure
America - we are exposed to companies that all assets are safeguarded
risks that can adversely impact t Compliance and regulatory and protected against loss from
our strategy, operations, cash pressures including changes to unauthorised use or disposition;
flow, financial performance, tax laws and transactions are authorised,
management performance and t Seasonal fluctuations recorded and reported correctly. The
overall sustainability. We have an t Political risks associated framework includes internal controls
active risk management strategy with unrest and instability in over financial reporting, which
in place. Additionally, we have countries where we have a ensures the integrity of financial
a Risk Committee, whose role is presence or operations statements of the company and
to identify potential risks, create eliminates the possibility of frauds.
mitigation strategies and monitor the The Risk Committee meets on a
occurrence of risk. The risks that may quarterly basis to review any new Our Corporate Audit & Assurance
affect us include, but are not limited, risks that may have emerged during department, which is ISO 9001:2008
to: the quarter, the status of risks as well certified, issues well documented
as mitigation plans. operating procedures and authorities,
t Economic conditions with adequate built-in controls to be
t Inflationary pressures and other Apart from domestic operations, the carried out at the beginning of any
factors affecting demand for our exercise of risk assessment is now activity and during the process, to
products getting extended to international keep track of any major changes. As
t Increasing costs of raw material, geographies. part of the audits, they also review
transport and storage the design of key processes from
t Supplier and distributor In fiscal year 2017, the Risk an adequacy of controls point of
relationships, and the retention Committee reviewed the top risks view. Periodic reports are generated
of distribution channels along with the mitigation plans for our to identify exceptions through data
t Competitive market conditions Darling Africa business. analysis as part of continuous
and new entrants to the market monitoring.
The internal controls are tested for seeking branded, quality products
effectiveness, across all our locations at affordable prices. New categories
and functions by the Corporate will emerge and new distribution
Audit team, which is reviewed by channels will improve availability and
the management periodically for enhance the buying experience. This
corrective action. will, in turn, further drive penetration
and increase consumption in our
Controls with respect to authorisation focus categories.
in underlying IT systems are reviewed
periodically to ensure users have The implementation of the Goods and
access to only those transactions Service Tax will be transformative for
that their roles require. The GCPL the Indian economy and we expect
Head Office and all major factories this to result in a marked boost to
and offices across India follow an consumption and GDP growth.
Information Security Management
System, and are ISO/IEC 27001:2013 We consider compliance and
certified. regulatory pressures - including
changes to tax laws, seasonal
Opportunities and threats fluctuations and political risks
associated with unrest and instability
We believe that there are significant in countries where we have a
medium and long-term growth presence or operations - as our key
prospects in India and our other threats.
emerging markets in the rest of Asia,
South America and Africa. Today,
emerging markets account for around
80 per cent of the worlds population.
Philanthropic efforts of the income families. The Group offers the pursuit of equity in education.
Godrej Group surgery and hospitalisation to these In 2009, Teach for India began its
children free of cost. journey in classrooms with 78 Fellows
The Godrej Group has been at the (or teachers) in two cities across 34
forefront of philanthropic and social Workplace Giving schools, and reaching out to 3,000
activities for several decades. children. In fiscal year 2016-17, the
Approximately 23 per cent of the In 2016, the Group revived its movement has grown to cover 353
promoter holding in the Godrej Workplace Giving programme that schools in 7 cities, with approximately
Group is held in trusts that invest enables our team members to donate 1,100 Fellows positively impacting
in the environment, health and a specific amount every month to more than 39,500 children.
education. Through investment and our non-profit partners. We have
supervision by the trust, a large tract partnered with three organisations, Godrej Good & Green
of mangrove forests in Mumbai has namely Save the Children India,
been protected, developed, and World Wildlife Fund, and Teach for In line with our vision of Brighter
maintained for several years, and it India. The organisations have been Living for all stakeholders, we have
serves as a second set of lungs for selected after thorough research, developed a long-term vision for
the city. The Group has continually keeping in mind the vast scope creating a more inclusive and greener
supported education and supports of their efforts towards improving India. This vision has been named
the Udayachal pre-primary and education for underprivileged Godrej Good & Green and is based
primary schools, which focus on the children, creating access to health on the shared value principle. The
all-round development of children. facilities in rural areas, and protection concept of shared value is defined
The Udayachal high school has been of the environment. The initiative as policies and operating practices
accredited with the International is a part of the Groups tradition of that enhance the competitiveness
School Award in recognition of the philanthropy and enables our team of a company while simultaneously
school incorporating global education members to make a direct difference advancing the economic and social
into its curriculum and innovation into to someones life. conditions in the communities in
classroom teaching. which it operates. As part of this
Teach For India initiative, the Group aspires to create
In addition, the Group has supported a more employable Indian workforce,
initiatives in healthcare through the Since its inception in 2009, GCPL achieve a greener India, and innovate
Godrej Memorial Hospital, which has been supporting Teach for India, for good and green products by
aims to provide quality healthcare at a nationwide movement involving 2020. Specifically, our Group-level
affordable costs. One such initiative outstanding college graduates and goals for 2020 as part of this vision
is our partnership with Smile Train, young professionals, who commit two are as follows:
a US-based NGO, which helps in years to full-time teaching in under-
performing corrective cleft lip and resourced schools and become t Training 1 million rural and urban
palate surgery in children from low- lifelong leaders working towards youth for skilled employment
t Achieving zero waste to landfill, We are associated with the Integrated a structured volunteering platform
carbon neutrality, a positive water Waterahed Management programme, through which our team members
balance along with a reduction in under the Ministry of Rural can offer their time and skills to help
our specific energy consumption, Development, through our large-scale address an NGOs needs. Through
and increase in our renewable integrated watershed projects in Brighter Giving, Godrejites can
energy portfolio drought-prone regions to restore the volunteer their time, knowledge, and
t Procuring one-third of our portfolio ecological balance by harnessing, skills to help address the specific
revenues from good and/or green conserving, and developing needs of a non-profit organisation on
products and services; those degraded natural resources, and thus a project basis.
that are environmentally superior providing sustainable livelihoods in
or address a critical social issue the region. Brighter Giving also serves as a
for consumers at the base of the channel through which our team
income pyramid In line with the Swachh Bharat members can connect with and
Mission, we have initiated several learn more about Good & Green.
We have a comprehensive CSR community waste management The programme has a long-term
policy (http://www.godrejcp.com/ projects across India by involving goal; seeking to enable and drive
codes-and-policies.aspx) that colleges and local municipalities. meaningful initiatives for our
outlines programmes and projects we In addition, we run an intensive non-profit partners and/or their
undertake to create a positive impact community awareness and behaviour beneficiaries. Volunteers accomplish
on our stakeholders. We have a CSR change programme to combat this by using their professional skills
committee in place to review, monitor, malaria in regions that report a and expertise to develop relevant,
and provide strategic inputs for our high Annual Parasitic Index (API) implementable, and sustainable
sustainability efforts. through our Elimination of Mosquito solutions for the organisations with
Borne Endemic Diseases (EMBED) which they work.
Over the years, we have aligned our programme. The mainstay of
sustainability efforts with national this programme is propagating
priorities and the needs of our local cleansurroundings.
communities to deliver high-impact
programmes that are easy to scale We are supporting renewable energy
up. Our skill-building initiatives projects in rural India to address the
are linked to the National Skill shortage of energy supply in line
Development Mission. Furthermore, with the Deen Dayal Upadhyaya
our community development Gram Jyoti Yojana of the Government
initiatives in areas surrounding our ofIndia.
manufacturing units are focused
on improving the teaching-learning Our community projects are
environment. supplemented by Brighter Giving,
3 Registered Address Godrej One, Pirojshanagar, Eastern Express Highway, Vikhroli (E), Mumbai 400 079.
4 Website www.godrejcp.com
5 Email ID [email protected]
Total expenditure on CSR as a percentage The Company has spent an amount of 16.52 crore which is 2.02% of average net
4
of Profit after Taxes RTQVQHNCUVPCPEKCN[GCTUECNEWNCVGFKPVJGOCPPGTURGEKGFKP5GEVKQPQHVJG
Companies Act, 2013 read with rules thereunder
Major areas in which the aforementioned expenditure has been incurred include the
following:
List of activities in which expenditure
5 in the aforementioned point 4 has t Livelihood enhancement projects
been incurred t Environment sustainability
t Promotion of preventive healthcare
P3 This principle is covered under various policies of the Company, namely Code of Conduct for all employees, Equal
Opportunities Policy, Prevention of Sexual Harassment and Human Rights policy
P4 The Company does not have a specific policy, however certain aspects of this principle forms part of the CSR policy
P7 The Company does not have a separate policy. It works with collective platforms, such as trade and industry chambers and
associations, to raise matters with the relevant government bodies. It is a member of CII, FICCI and other trade associations.
P9 The Company does not have a specific policy. This forms part of the Code of Conduct of the Company.
4. Has the policy been approved by the Board? If yes, has it been Y N N Y N Y N Y N
signed by MD/owner/CEO/appropriate Board Director?
6. Indicate the link for the policy to be viewed online. The links have been mentioned in the principles below
Indicate the frequency with which the Board of Directors, The BR committee meets every 3-6 months to assess the BR
Committee of the Board or CEO assess the BR performance of performance of the Company
1
the Company (within 3 months, 3-6 months, annually, more than
1 year)
Does the Company publish a BR or a Sustainability Report? The Company publishes a BR and Sustainability Report
2 What is the hyperlink for viewing this report? How frequently is it annually. The web link to view these reports are:
published? http://godrejcp.com/annual-reports.aspx and
http://godrejcp.com/compliance-other-updates.aspx
respectively.
Section E: Principle-wise shareholders or for gaining direct either themselves or their relatives,
Performance or indirect personal advantage partners, or associates. If a
or taking the advantage of any director is found guilty of making
Principle 1: Businesses associated person any undue gain, he/she shall be
should conduct and t Assist the Company in liable to pay an amount equal to
govern themselves with implementing the best corporate that gain to theCompany.
ethics, transparency, and governance practices t Not assign their office and any
accountability t Strictly follow the guidelines and assignment so made shall bevoid
rules related to insider trading as
The Board of Directors and senior stipulated by SEBI Applicability of the Code of
management of GCPL comply with Conduct:
the following Code of Conduct: The Board of Directors of GCPL shall
observe the following Code: This Code of Conduct (Code) applies
t Uphold ethical standards of t Act in accordance with the articles to the Directors of GCPL. It also
integrity and probity of the Company and provisions of applies to the senior management
t Act objectively and constructively the Listing Agreement of the Company, which is one level
while exercising their duties t Act in good faith to promote the below the executive directors, and
t Exercise their responsibilities in a objectives of the Company for all functional heads. An annual
bona fide manner in the interest of the benefit of its members as a confirmation affirming compliance
the Company whole, and act in the best interests with the Code of Conduct is obtained
t Devote sufficient time and attention of the Company, its employees, from the Board members and senior
to their professional obligations for shareholders, the community, management every year, and the
informed and balanced decision and for the protection of the same has been obtained for the year
making environment ended March 31, 2017.
t Disallow any extraneous t Exercise their duties with due
considerations that will vitiate their and reasonable care, skill, and During the year, the Company
exercise of objective independent diligence and shall exercise introduced a formal Shareholders
judgment in the paramount interest independent judgment Feedback Survey for its shareholders.
of the Company as a whole, while t Not get involved in a situation This survey was created to seek
concurring in or dissenting from in which they may have a direct valuable feedback from the
the collective judgment of the or indirect interest that conflicts shareholders of the Company in
Board in its decisions or may possibly conflict with the order to further improve our services.
t Not abuse their position to the interest of the Company Questions regarding aspects,
detriment of the Company or its t Not achieve or attempt to achieve such as the Companys website
any undue gain or advantage for and information available on it as
We work closely with suppliers and To extend our Good & Green standards to identify and define
the manufacturing team to explore sustainability commitment to our globally recognised best practices.
and implement recycle and reuse vendors and to encourage them The policy outlines our expectations
programmes that are beneficial to contribute towards supply chain with regard to ethics, business
to the environment and create sustainability, we have initiated integrity, human rights, health
value addition to stakeholders. supply chain sustainability. and safety, environment, the local
We aim at making our supply We developed a Sustainable community, and the quality of product
chain environmentally friendly and Procurement Policy in fiscal year and operations.
responsible. We are committed 2015-16, which is an extension of our
to comply with the requirements values and is applicable to all GCPL The detailed policy is available at:
of the local environment laws and suppliers. www.godrejcp.com/codes-and-
regulations in countries and regions policies.aspx.
where we operate and from where The policy extends beyond mere
we source any material, product, compliance with the law by drawing
orservice. upon internationally recognised
Business integrity
and ethics
Human rights
Responsible conduct
Accontability
with stakeholders
and responsibility
Employee health and safety
Legal and
regulatory compliance Local community development
Ethically Socially
Driven Focussed
Green Quality
Inspired Centred
Material management
is extremely important to us, and that diverse profiles form a part all necessary action(s) required to
we are committed to building and of the talent pool being assessed prevent and correct behaviour that
maintaining a safe and healthy for any role, with merit being the violates this policy.
workplace. Ensuring diversity, zero sole selection criterion. We are
discrimination, safety, health, and driving our efforts to make all our C. Safety and health:
other attributes essential to a healthy workplaces and functions (sales and We remain committed to
and good working environment is manufacturing) conducive forwomen. protecting and building a safe and
part of our Code of Conduct. All our healthyworkplace.
team members demonstrate their Moreover, our Sustainable
commitmentto following the Code Procurement Policy extends the non- We provide safe equipment and
of Conduct by signing accordingly discrimination policy to our suppliers. systems of work to all team members.
in their acceptance letter. The Code All our suppliers must ensure there All our team members are expected
of Conduct is also available on the is no discrimination in their hiring to ensure that they adhere to all
internal employee portal. A few of the and employment practices based on norms and comply with all relevant
principles of this Code of Conduct race, colour, gender, age, nationality, statutory provisions. We also provide
are listed below. religion, sexual orientation, marital information, training, and supervision
status, citizenship, disability, veteran required for this purpose.
A. Diversity, antidiscrimination, status, and medical condition.
and equal opportunities policy: Furthermore, we are committed to
We recognise merit and B. Prevention of sexual the health and well-being ofour team
perseverance and encourage harassment: members and have an onsite medical
diversity in our company. We do not We are committed to creating and centre, hospital, and childrens day
tolerate any form of discrimination maintaining an atmosphere in which care facility within the Godrej Head
based on nationality, race, our team members can work together, Office, Vikhroli campus.
colour, religion, caste, gender, without fear of sexual harassment,
gender identity or expression, exploitation, or intimidation. We On-campus facilities (Vikhroli, Head
sexual orientation, disability, age, have ensured compliance with the 1HEG
or marital status and allow for Sexual Harassment of Women at We have a canteen facility in
equal opportunities for all our Workplace (Prevention, Prohibition the campus where refreshments
teammembers. and Redressal) Act, 2013. are provided. Transport facility
is provided from the office to the
We value diversity within the Group This year, we re-constituted our nearest railway station and the
and are committed to offering equal Internal Complaints Committee in Godrej Housing Colony. We have a
opportunities in employment. We accordance with the aforementioned Bank ATM and a travel help desk in
do not discriminate against any act and updated the Groups policy our premise. We also have a fitness
team member or applicant for to ensure that women are protected centre with state-of-art equipment,
employment. Godrej Industries against sexual harassment at the a full-time fitness instructor, and a
Limited and Associate Companies workplace. This policy extends to nutritionist. All our sites are non-
also subscribes to the CII- all employees in India that includes smoking zones, and smoking is
ASSOCHAM Code of Conduct for daily wage, contract workers and strictly prohibited in the campus.
AffirmativeAction. trainees, or the equivalent. It extends
to all offices, units, factories or any Womens area
Nisaba Godrej, Executive Director, place visited by the employee during A womens area has been designed
GCPL serves as the Diversity the course of employment and for all our female team members
Ombudsman for our team members transportation provided for work- as a resting and nursing space,
and seeks to resolve any complaints related travel. Every team member is specifically for expecting mothers,
or queries that are raised under made aware that the Group strongly new mothers, and women with
this principle. opposes sexual harassment and that special needs.
such behaviour is prohibited both by
During recruitment, we ensure law and the Group policy. We take
by Facebook. This will help us gain We provide continuous skill Does the Company have an
transparency in information sharing upgradation and learning employee association that is
and improve interaction among our opportunities through structured recognised by the management?
team members. career discussions and individual
development plans. We invest in Yes.
We also engage our team members functional training for all our team
with employee opinion surveys, such members, on payroll and contract, What percentage of permanent
as the In Tune survey organised in line with their current and future employees are members of the
by Aon Hewitt, feedback survey on career aspirations. The learning recognised employee association?
reviews, and the Great Place to Work suite encompasses functional
survey organised by the Great Place training, leadership development 16 per cent.
to Work Institute, India. We practice programmes, and behavioural
Bedhadak Bolo as a philosophy that training designed for leading self, Please indicate the number of
salutes the spirit of expression and others, and businesses. complaints relating to child labour,
innovation at Godrej. This encourages forced labour, involuntary labour,
employees to speak and express GCPLs Sustainable Procurement and sexual harassment in the last
themselves openly and fearlessly. Policy also recommends that PCPEKCN[GCTCPFRGPFKPICUQP
Bedhadak Bolo has resulted in team suppliers take the initiative to recruit VJGGPFQHVJGPCPEKCN[GCT
members coming forward with their a diverse and inclusive workforce
suggestions that have translated into in terms of gender, experience, Nil. Moreover, our Sustainable
numerous changes and innovations and ethnicity. Our suppliers are Procurement Policy also covers
within the organisation. It has also expected to adopt robust and our suppliers and prohibits use of
improved team dynamics and relevant management practices to child labour at any stage of their
led to an incredibly more open comply with applicable health and businessoperations.
workenvironment. safety laws, rules, regulations, and
industrystandards.
Male 2,226
Female 231
What percentage of your employees mentioned below were given safety and skill upgradation training in the last year?
education level and employment entrepreneurship, environment 18th National Creativity Summit,
opportunities for the SC/ST/PC and safety based on the New Delhi. We also won the
(Physically Challenged) students. Godrejexperience. HR Excellency Award at the 8th
These efforts include providing t We organised an awareness National HR Summit organised by
scholarships to meritorious rally on the occasion of the Road ABV-IIITM, Gwalior.
students of Singwari village who Safety Week (January 11 to 17,
aspire to excel in their studies. 2017). Our team members and Baddi manufacturing unit:
Nine SC/ST students were the local community collaborated t %VSJOHPVSOFFETBTTFTTNFOU
awarded scholarships in 2016- to sensitise people regarding basic infrastructure at local
17. We are working to include SC/ road safety. Moreover, in schools was evident as a
ST/PC people in our recruitment collaboration with the Health and priority need. In consultation
process. We provide sustenance Safety Department, Gwalior, we with the community and school
allowance to our PC team organised a Safety Summit on administration, we constructed
members and 13.30 per cent and National Safety Day. Nearly 45 a girls toilet at the S.K. Public
1.11 per cent of our workforce is people participated and learned School and a badminton court
from the SC and ST categories, how to handle an emergency. at the Government Primary
respectively. Furthermore, 45 t We have a strong focus on School. In addition, we provided
per cent of our contract team Diversity & Inclusion practices a mobile library and storage
members are SC/ST. Every year, and provide equal opportunities equipment to both the schools.
we visit Ambedkar Institute for for all our team members. We More than 300 students from
Handicapped, Kanpur, to employ are grooming women leaders both schools will benefit from the
candidates, depending on at our manufacturing plant. infrastructuresupport.
ourrequirements. We have three women team We worked in partnership with
t To explore new avenues to help members working and handling the school administration and
underprivileged people, we have shiftoperations. the community. This approach
identified two NGOs, Snehalaya t We also won several awards helped us distribute accountability
and Vivekananda Nidam, who this year. The Confederation of and ensure the long-term impact
are working for the SC/ST and Indian Industry - Sohrabji Godrej of the project. The school
differently-abled children in and Green Business Centre, awarded administration has now taken the
around Gwalior. We regularly buy the Malanpur manufacturing responsibility of maintaining the
responsibly produced products plant GreenCo Gold rating at infrastructurefacilities.
from these NGOs and support our first Green Company Rating In line with this initiative, our
their cause. assessment. We bagged 15 team members volunteered
t To improve employability, we awards in various categories on Godrej Global Volunteering
partnered with schools, colleges at the National Convention on Day, December 5, at the local
and industries to create awareness Quality Concepts held in Chennai. schools to spread the message of
regarding quality concepts, We also won 11 awards at the hygiene and sanitation and imbibe
promote cleanliness and disease supplier/vendor meets, customer/ marginalised stakeholders to plan
prevention. At Government Primary employee satisfaction surveys and and implement high-impact projects
School, Mathalakudi, Nedungadu, investor forums. in the communities in which we
we provided the basic supplies to operate. In the first phase, we are
the school to improve the teaching Out of the above, has the Company addressing critical needs of the
learning experience. We repaired KFGPVKGFVJGFKUCFXCPVCIGF community and working with local
the drainage facility at the Manapet vulnerable and marginalised low-income education institutions
Government School to improve the stakeholders? to improve their teachinglearning
sanitation in the area and provide a experience. All our initiatives are
clean and safe learning environment Yes. We invited an independent mentioned in previous sections under
to the students. We celebrated third-party external agency to each of our manufacturing clusters.
Childrens Day at Global Trust for conduct the needs assessment of
the Differently Abled School and our the communities we work in. The Our initiatives are in collaboration
team members organised various team followed a three-step approach, with the community and the local
interactive activities for the children. where the communities connected government. This approach enables
t We organised a medical health with our plant and corporate office us to build accountability, ensure
camp in collaboration with and conducted extensive field- the long-term impact of the project
Mahatma Gandhi Hospital at the based assessments backed by and deepen our engagement
Government Primary School. thorough secondary research with the marginalised section of
A paediatrician, dermatologist, to validate key facts and obtain thecommunity.
and dentist checked more than additional information available
70 students and sensitised them from official sources. The result Our community projects are
about health and hygiene. is a comprehensive report of the supplemented by Brighter
t We also organised an awareness community, various stakeholders, the Giving, a structured volunteering
rally on womens education and vulnerability of the community and platform, through which our team
environment with support from their needs, gaps in the system and members can offer their time and
Primary Government School, our way forward. skills to help address a non-profit
Madhalamkudi. organisationsneeds.
Are there any special initiatives
Has the Company mapped its taken by the Company to engage The programme was launched in
internal and external stakeholders? with the disadvantaged, vulnerable July 2013 with a starting cohort
and marginalised stakeholders? of 15 Brighter Giving volunteers.
Yes. We have identified and Since then, we have had more
prioritised key stakeholders. We In line with the needs assessment than 130 Godrejites complete
continue our engagement with them reports, we are working in their volunteering projects in four
through various mechanisms such as collaboration with the local cities. We have partnered with
consultations with local communities, panchayat, government and our two organisations that are helping
us connect our team members to which is available on How many stakeholder complaints
relevant projects as per their own http://www.godrejcp.com/codes- have been received in the past
time and convenience. Nearly 65 of and-policies.aspx. GCPL respects PCPEKCN[GCTCPFYJCVRGTEGPVCIG
our team members are volunteering and promotes human rights for all was satisfactorily resolved by the
long-term with non-profits. individuals. We do not discriminate management?
against any team member or applicant
We also organise short-term for employment based on nationality, In our endeavour to strengthen our
volunteering activities. The annual race, colour, religion, caste, gender, relationship with our stakeholders,
Godrej Global Volunteering Day is gender identity/expression, sexual we have addressed all feedback
a platform for our team members to orientation, disability, age or marital reported in the last financial year.
connect with our communities more status. GCPL also subscribes to the
meaningfully. In 2016, more than CII-ASSOCHAM Code of Conduct for Principle 6: Businesses
1,000 of our GCPL team members Affirmative Action. Our sustainable should respect, protect, and
across 9 countries volunteered in procurement policy particularly make efforts to restore the
more than 35 education institutions emphasises prohibiting the use environment
and reached out to more than 14,000 of child labour at any stage of the
children to improve their teaching- business process and suggests We are deeply committed to
learning experience. that suppliers should comply strengthening our approach to
with applicable wage and hour make environmental sustainability
Our team members also participate laws, regulations and mandatory a key part of our manufacturing
in the Standard Chartered Mumbai industrystandards. processes. By reducing our energy
Marathon in support of Teach for needs, managing our waste, and
India. In January 2017, 15 of our Does the policy of the Company transforming our products, we are
team members completed the on human rights cover only the driving success for both our business
marathon and raised over 7,00,000 Company or does it extend to the and the planet. From sourcing of
to bring quality education to children Group/joint ventures/suppliers/ raw materials to the manufacturing
from low-income group families contractors/NGOs/others? technology used in our plants, we are
across India. The Godrej Group integrating sustainability into the very
was one of the top three corporate The Company has a policy that is core of our business processes and
fundraisers at the Standard Chartered applicable to all our team members. value chain.
Mumbai Marathon 2017. For its subsidiaries and joint ventures,
the Code of Conduct is applicable We are also searching for ways
Principle 5: Businesses in line with the local requirements to extend our sustainability efforts
should respect and promote prevailing in the country of operation. beyond our manufacturing plants
human rights The Company encourages its to impact the entire life cycle of our
business partners to follow the policy. products. We are building capabilities
GCPL has a human rights policy, to make our overall manufacturing
FY 2016-17 798
* In fiscal year 2016-17, our specific energy consumption increased because of low production volumes, lower gram soap
production and biomass boiler operation
5RGEKEITGGPJQWUGICU
)*)GOKUUKQP FY 2014-15 248
Emissions in kg CO2e/ton FY 2015-16 231
FY 2016-17 203
FY 2016-17 0.46
FY 2016-17 24.8%
Does the policy related to Principle global environmental issues such in adopting sustainable farming
6 cover only the Company or as climate change and global practices and mitigating the impact of
does it extend to the Group/joint warming? Yes/No. If yes, please give climate change. We estimate that the
ventures/suppliers/contractors/ the hyperlink to the webpage. project will offset GHG emissions to
NGOs/others? the tune of 75,000 tCO2e and restore
All our manufacturing units monitor 3.5 million kL of water.
All of our major manufacturing their GHG emissions, and we
units have policies on environment, have identified short-term and To address the shortage of energy
health and safety measures. For the long-term targets for the reduction supply, we are working to create
subsidiaries and joint ventures, the of the emission. Some of the renewable energy ecosystems in
Code of Conduct is applicable in line initiatives include utilisation of rural India. We provide decentralised,
with the local requirements prevailing biomass briquettes instead of coal, off-grid renewable energy systems
in the country of operation. We procurement of renewable energy, flue through community-level installations.
encourage our business partners to gas heat recovery from boilers and its These mini- and micro-grids are
follow the policy. utilisation in the process, installation being installed in 67 electricity-
of energy-efficient equipment and lacking villages in Andhra Pradesh,
To achieve our goals and ensure installation of energy-saving lights. Uttarakhand, and Madhya Pradesh.
ethical conduct, our suppliers should In addition, we are training the local
share our values and vision and raise In addition to taking measures to youth and building awareness on the
the sustainability standards in our reduce, reuse and recycle waste potential of renewable energy systems
supply chain. We acknowledge that at our manufacturing plants, we for meeting rural energyneeds.
long-term sustainable development have initiated community waste
of our suppliers is critical to our joint management projects with the aim to All our initiatives are detailed and
success. We value our relationship divert waste from landfills. We have updated at http://www.godrej.com/
with more than 700 suppliers, who launched community-based waste greener-india.html
share the same approach and vision management programmes in Guwahati
towards doing business. and Hyderabad in partnership with Does the Company identify and
the local municipalities. We aim to assess potential environmental
In line with our commitment to process nearly 10,000 tonnes of waste risks? Yes/No.
building a greener India, we per annum, which otherwise would
have developed a Sustainable end up in landfill, in an environmentally Yes, potential aspects related to
Procurement Policy that is an friendly manner. the environment are identified and
extension of our values and is evaluated for their impact based
applicable to all our suppliers. In Globally, climate change is affecting on severity, scale, and probability.
the first phase, we are working to seasonal weather patterns, leading Operational control procedures are in
implement the policy for our top to either intense precipitation or place for all the significant aspects.
100suppliers. drought-like events. In fiscal year
2016-17, we initiated an integrated Does the Company have any project
We will periodically review the watershed management programme related to the Clean Development
policy to ensure that it continues to in the drought-prone district, Siddipet, Mechanism? If so, provide details
help us move towards our vision. Telangana. We are working in thereof in approximately 50 words.
The suppliers are audited for their partnership with NABARD to help Furthermore, if yes, has any
performance against the four pillars restore the ecological balance of environmental compliance report
of the policy, namely to be an the region and mitigate the risk of been prepared?
ethically driven, socially focused, climate change for the local farmers.
green-inspired and quality-centred The project covers more than 3,300 No. However, we will be registering
supply chain. hectares of land and will aim to our integrated watershed
recharge groundwater and make management programme under VCS
Does the Company have more water available for irrigation. We in 2017-18.
strategies/initiatives to address are also working to support farmers
Policies, Energy Security, Water, building their skills and empowering to design and run numerous
Food Security, Sustainable them. We build vocational skills and employability training programmes
Business Principle and Others). provide post-training support. for young people from low-income
communities. We aim to improve the
GCPL has representation through We run an intensive community earning potential of our trainees by
CII and other trade associations for awareness and behaviour change building their skills and empowering
the advancement/improvement of programme to combat malaria them. Our programmes focus on life
publicgood. in regions that report a high API. skills training, entrepreneurship and
through our EMBED programme, post-placement support.
Principle 8: Businesses we collaborate with non-profits and
should support inclusive governments and aim to reduce As of March 2017, we have trained
growth and equitable mortality due to malaria in high more than 187,000 youth in skills that
development APIregions. will enhance their earning potential.
These programmes include the
Sustainability is intrinsically linked to &QGUVJG%QORCP[JCXGURGEKE following:
not only our growth strategy but also programmes/initiatives/projects
our legacy and values. We strongly in pursuit of the policy related to t #FBVUZBOEIBJSDBSFQSPHSBNNF
believe that we are accountable to Principle 8? If yes, please provide t 3FUBJMNBOBHFNFOUUSBJOJOH
our communities while we continue to details thereof. t $IBOOFMTBMFTGPSSVSBMZPVUI
drive shareholder value. This helps us
improve the lives of those at the base Yes. We have a dedicated Beauty and hair care programme:
of the pyramid, preserve and protect sustainability department, Good Our flagship programme, Godrej
the environment, improve efficiency & Green, which focuses on these Salon-i, trains young girls and women
of our operations and innovate. projects and initiatives, and the in beauty and hair care. More than
scope of work is defined in the CSR 30,000 candidates have graduated
As part of our sustainability strategy, policy of the Company. The policy is from this programme in fiscal year
Good & Green, we address the available here: http://www.godrejcp. 2016-17. Since the inception of
critical need of enhancing the com/codes-and-policies.aspx the programme in 2011, we have
livelihoods of low-income youth. provided more than 87,975 young
We collaborate with non-profit Are the programmes/projects women across India with skills that
organisations and social enterprises undertaken through in-house team/ will improve their earning potential,
to design and run numerous own foundation/external NGO/ help them increase their mobility and
employability training programmes government structure/any other negotiate their rights at home and in
for young people from low-income organisation? the community.
communities. The focus of these
programmes is to improve the We collaborate with non-profit We run the Salon-i programme in
earning potential of our trainees by organisations and social enterprises partnership with more than 31 non-
their community. Despite the social calculated in the manner specified in Is there any case led by any
constraints of domestic responsibilities Section 135 of the Companies Act, stakeholder against the Company
and mobility issues, these women 2013, read with rules thereunder). regarding unfair trade practices,
have participated and completed the irresponsible advertising and/or
training. Principle 9: Businesses anti-competitive behaviour during
should engage with and the last 5 years and pending as
Through our partnerships, we have provide value to their QPVJGGPFQHVJGPCPEKCN[GCT!
been able to place more than 50 per customers in a responsible If so, provide details thereof, in
cent of our trainees in parlour chains manner approximately 50 words or so.
and local establishments. Nearly 40
per cent of our trainees have setup We are a customer-centric Company None.
their own salons or provide door- and attach considerable value to
to-door/specialised services. Few the trust, satisfaction and loyalty Did your Company carry out
trainees have built their confidence of our customers across the world. any consumer survey/consumer
and managed to find jobs by Our primary focus is to delight our satisfaction trends?
themselves and work full-time. These customers, both external and internal.
women are now able to articulate their Customer-centricity is part of Godrej Yes.
rights and some are better equipped Groups Code of Conduct. We strive
to negotiate their rights at home and in to ensure that customer needs are
the community. satisfied and that our products and
services offer value to our customers.
Impact assessment of retail
management training: Our customer focus extends not only
More than 70 per cent of our trainees to external but also internal customers.
reported an increase in the quantity We firmly believe that external customer
of goods sold since completion of the satisfaction can be attained only if the
training. This in turn led to an increase needs and reasonable expectations
in their income. Most trainees also of internal customers are met. Our
reported that the training had been employees are strongly encouraged to
useful in improving their knowledge on act in accordance with this principle.
customer acquisition and retention.
What percentage of customer
Impact assessment of channel sales complaints/consumer cases are
for rural youth: pending as on the end of the
More than half of the trainees are PCPEKCN[GCT!
reported to still be working in a sales-
related position. Nearly 90 per cent of In our endeavour to strengthen our
them were employed in a full-time job. relationship with our stakeholders, we
More than 20 per cent of the trainees have addressed all feedback reported
have also been promoted in their jobs in the last financial year.
since the training.
Does the Company display product
What is your Companys direct information on the product label,
contribution to community over and above what is mandated as
development projects? per local laws? Yes/No/NA/Remarks
(additional information).
In the year, the Company spent an
amount of `16.52 crore on CSR GCPL displays adequate information to
initiatives (2.02 per cent of average enable safe and effective usage of its
net profits of the last 3 financial years products.
The financial performance of your Company for the fiscal year under review is summarised as follows:
Financials ` (Crore)
Consolidated 5VCPFCNQPG
#DTKFIGF2TQVCPF.QUU5VCVGOGPV
March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016
Total Revenue from Operations 9608.80 8753.06 5088.99 4883.40
Other Income 75.30 83.90 63.60 61.37
Total Income 9684.10 8836.96 5152.59 4944.77
Total Expenses including Depreciation and Finance Costs 7997.87 7336.88 4045.11 3996.55
Profit/ (Loss) before Exceptional items, Share of Profit of 1686.23 1500.08 1107.48 948.22
Equity Accounted lnvestees and Tax
Exceptional Items 0.08 -333.51 0.00 0.00
Share of Profit of Equity Accounted lnvestees (net of 0.82 0.10 0.00 0.00
income tax)
Profit/ (Loss) before Tax 1687.13 1166.67 1107.48 948.22
Tax Expense 379.16 336.05 259.45 225.55
Profit/ (Loss) after Tax 1307.97 830.62 848.03 722.67
Other Comprehensive Income -83.41 -70.93 -5.94 -1.61
Total Comprehensive Income for the period 1224.56 759.69 842.09 721.06
Net Profit/ (Loss) attributable to:
a) Owners of the company 1304.08 827.61 848.03 722.67
b) Non-Controlling interests 3.89 3.01 0 0
Total Comprehensive Income Attributable to:
a) Owners of the company 1220.67 756.68 842.09 721.06
b) Non-Controlling interests 3.89 3.01 0 0
2. Appropriation
FY 2016-17 FY 2015-16
Appropriation
` (Crore) ` (Crore)
Surplus at the beginning of the year 2139.63 1619.57
Less: Remeasurements of defined benefit plans 5.19 1.61
Add: Net Profit for the year 848.03 722.67
Add: Transfer from Debenture Redemption Reserve - 24.39
Available for Appropriation 2982.47 2365.02
Less: Interim Dividends 195.78 187.27
Less: Tax on Distributed Profits 39.87 38.12
5WTRNWU%CTTKGF(QTYCTF 2746.82 2139.63
5. Dividend
A. Dividend declared
For the fiscal year 2016-17, the following four interim dividends were declared on shares of a face value of ` 1/- each.
The details of the dividends are as follows:
Declared at Dividend rate per share on
Dividend Type Record Date
Board Meeting Dated UJCTGUQHHCEGXCNWG` 1 each
st
1 Interim for fiscal year 2016-17 July 29, 2016 ` 1.00 August 8, 2016
2nd Interim for fiscal year 2016-17 November 7, 2016 ` 1.00 November 16, 2016
3rd Interim for fiscal year 2016-17 January 30, 2017 ` 1.00 February 7, 2017
4th Interim for fiscal year 2016-17 May 9, 2017 ` 12.00 May 17, 2017
616#. ` 15.00
Your directors recommend that The Companys Dividend & Independent Director,
the aforesaid interim dividends Distribution Policy may also be respectively, at the Board
aggregating to ` 15.00/- per accessed through the following Meeting held on January 30,
equity share, be declared as the link[1] 2017, with effect from April 1,
final dividend for the year ended 2017. As per the provisions of
6. Board of Directors
March 31, 2017. Section 160 of the Companies
A. Number of meetings, Act, 2013, your Company
Since your Company has
declarations, appointment of has received a notice from
adopted IND AS, accounting of
directors: a member specifying their
dividends will be done based
intention to propose the
on the payment of dividend and Four board meetings were
appointment of Mr. Pirojsha
hence, the 4th Interim Dividend of held during the year. The
Godrej and Ms. Ndidi Nwuneli
the fiscal year 2015-16 has been details of the meetings and
as Directors in the forthcoming
accounted for in the fiscal year the attendance record of the
AGM. Furthermore, a specific
2016-17. Similarly, the 4th Interim directors are in the Corporate
resolution is included in the
Dividend of the fiscal year 2016- Governance section of the
Notice of the AGM for the
17, will be accounted in the fiscal Annual Report.
appointment of Ms. Ndidi
year 2017-18.
All the Independent Directors Nwuneli as an Independent
B. Dividend Distribution Policy have given their declaration Director for a period of 5 years
of independence as required with effect from April 1, 2017.
The Board of Directors adopted
under Section 149(6) of the
the Dividend Distribution Policy Furthermore, the Board its
Companies Act, 2013. This has
pursuant to the SEBI (Listing meeting held on May 9, 2017,
been noted by the Board of
Obligations and Disclosure approved the changes in the
Directors.
Requirements) Regulations, 2015 leadership positions of the
(Regulations) which requires the Mr. Pirojsha Godrej and Ms. Company. Ms. Nisaba Godrej,
top 500 listed companies (by Ndidi Nwuneli were appointed who was an Executive Director,
market capitalisation) to formulate as Additional Non-Executive will now be the Executive
the same. Director and Additional Chairperson, and Mr. Adi
[1]
http://godrejcp.com/Resources/pdf/dividend_distribution_policy.pdf
Godrej will assume the position Narendra Ambwani, Dr. Omkar (career development, worklife
of Chairman Emeritus with Goswami, Mr. Aman Mehta, balance, and recognition).
effect from May 10, 2017. In Mr. D Shivakumar, and Ms.
The Non-Executive Directors
addition, Mr. Vivek Gambhir, Ireena Vittal as members.
receive sitting fees and
Managing Director & CEO, Ms. Ndidi Nwuneli was also
commission in accordance
will now be designated as the appointed as a member of the
with the provisions of the
Managing Director and CEO. Audit Committee with effect
Companies Act, 2013.
from April 1, 2017, consequent
B. Familiarisation programmes:
to her appointment on the G. Remuneration to Directors:
Several familiarisation Board as the Additional &
The disclosure on the details
programmes for the Independent Director.
of remuneration to directors
Independent Directors were
D. Directors liable to retire by and other employees
conducted during the year
rotation: pursuant to Section 197
including updates on its long
read with Rule 5(1) of the
term business strategies, In the forthcoming AGM,
Companies (Appointment and
Latin America operations, Mr. Jamshyd Godrej and Mr.
Remuneration of Managerial
risk management, digital Nadir Godrej will retire by
Personnel) Rules, 2014 is
transformation strategies, rotation and will be considered
given under Annexure C.
R&D priorities, changes for re-appointment because of
in tax regulations, impact their eligibility. The information required under
of and strategy to counter Rule 5(2) and Rule 5(3) of the
demonetisation, brand E. Board Diversity Policy:
Companies (Appointment and
strategies for select product The Company has in place a Remuneration of Managerial
categories, etc. Apart from this Board Diversity Policy, which Personnel) Rules, 2014 is
there were quarterly business is attached as Annexure A. not being sent along with
presentations by Mr. Vivek The criteria for determining this Report. However, this
Gambhir, Managing Director qualification, positive annexure is available on the
& CEO and Mr. V Srinivasan, attributes, and independence Company website. Members
Chief Financial Officer & of directors are as per the who are interested in obtaining
Company Secretary. these particulars may write
Board Diversity Policy,
Listing Regulations, and the to the Company Secretary
Further details of the
Companies Act, 2013. at the Registered Office of
familiarisation programmes
the Company. The aforesaid
may also be accessed through
F. Remuneration Policy: annexure is also available for
the following link[2]
The Companys Remuneration inspection at the Registered
C. Audit Committee of the Office of the Company during
Policy for Directors, Key
Board of Directors: working hours, up to the date
Managerial Personnel, and
Your Company has an Audit other employees is attached of the AGM.
assets of the Company Investors tab, on the Codes Strength of Nature (SON), a
and for preventing and and Policies page. leading hair care company, to
detecting fraud and other accelerate growth in Africa.
The RPT Policy may also be
irregularities; SON is a US-based company
accessed through the following
with a strong global presence.
d) They have prepared the link[3]
It has a compelling portfolio
annual accounts on a going
Apart from the Related Party of leading hair care brands
concern basis;
Transactions in the ordinary with affordable and innovative
e) They have laid down course of business and at products and has been
internal financial controls arms length transactions, serving women of African
to be followed by the the details of which are given descent across 50 countries.
Company, and such internal in the notes to the financial The acquisition enables your
financial controls are Company to turbo-charge,
statements, no other Related
adequate and operating creating a strong platform for
Party Transactions require
effectively; Wet Hair Care products in
disclosure in the Directors
f) They have devised a Report, for compliance Africa and to forge a stronger
proper system to ensure with Section 134(3)(h) of presence in the global Wet
compliance with the the Companies Act, 2013. Hair Care category USD 1.8
provisions of all applicable Therefore, a Nil Report is billion. SON complements your
laws, and this system is attached as Annexure D in Companys portfolio in Africa,
adequate and operating the format prescribed (i.e. building on its leadership
effectively. Form AOC-2). position in Dry Hair Care
and hair colour products in
7. Finance 8. Subsidiaries and Associates the region. This investment
A. Particulars of loans, A. Report of acquisitions catapults your Company,
guarantees, and investments completed during the year making it one of the largest
global players, serving the
The details of loans, During the year, the following hair care needs of women of
guarantees, and investments acquisitions were completed African descent. It will, over
as required by the provisions by your Company: time, provide a platform to
of Section 186 of the
Canon Chemicals Limited, further build and drive global
Companies Act, 2013 and
a Kenya-based home and leadership.
the rules made thereunder
are set out in the Notes to personal care company, During the year, your
the Standalone Financial manufactures and distributes Company, through its
Statements of the Company. products in the personal subsidiary, increased its stake
and home care categories. in Hair Credentials Zambia,
B. Related Party Transactions This acquisition helps a company formed to start
and Policy your Company in further the hair extension business
In compliance with the Listing strengthening its presence in Zambia, from 51 per cent
Regulations, the Company has in the sub-Saharan African to 100 per cent. Furthermore,
a policy for transactions with market. This acquisition is in your Company, through its
Related Parties (RPT Policy). line with your Companys global subsidiary, increased its equity
The RPT Policy is available 3 by 3 strategy of targeting stake from 51 per cent to 100
on the Company website viz. strong regional assets in the per cent in Charm Industries
www.godrejcp.com, under the emerging world. Limited, Kenya, and increased
[3]
http://www.godrejcp.com/Resources/pdf/Related-Party-Transactions-Policy.pdf
[4]
http://www.godrejcp.com/Resources/pdf/Policy-on-Material-Subsidiaries.pdf
9. The Sexual Harassment Act, 2013 read with the Mr. V Swaminathan, Head-
of Women at Workplace Companies (Accounts) Rules, Corporate Audit & Assurance
(Prevention, Prohibition, and 2014, which forms a part of the has been appointed as the
Redressal) Act, 2013 Directors Report. Whistle Blowing Officer
and his contact details have
In compliance with Section 4(3) C. Risk Management
been mentioned in the Policy.
of the Sexual Harassment of
Elements of risks to the Furthermore, employees are
Women at Workplace (Prevention,
Company are listed in the also free to communicate
Prohibition, and Redressal) Act,
Management Discussion & their complaints directly to the
2013, your Company reconstituted
Analysis section of the Annual Chairman/Member of the Audit
its Internal Complaints Committee
Report under the heading Committee, as stated in the
(Committee), during the year.
Enterprise Business Risk Policy. The Policy is available
During the year, e-learning
Management. on the internal employee
workshops were conducted to
portal.
create awareness about sexual D. Corporate Social
harassment among employees. Responsibility On a quarterly basis, the Audit
Committee reviews reports
Because there were no complaints Your Company has a well-
made under this policy and
during the year, the Committee documented Corporate Social
implements corrective actions,
filed a NIL complaints report with Responsibility (CSR) Policy.
wherever necessary.
the concerned authorities, in Details of CSR projects are
provided in #PPGZWTG) in F. Employee Stock Grant Scheme
compliance with Section 22 of the
above-mentioned Act. the prescribed format.
The details of the grants
E. Vigil Mechanism allotted under Godrej
10. Policies and Annexures
Consumer Products Limited
Your Company has adopted a Employee Stock Grant
A. Extract of Annual Return
Whistle Blower Policy as a part Scheme, 2011 as also the
Annexure E to this Report of its Vigil Mechanism. disclosures in compliance with
provides the Extract of SEBI (Share Based Employee
The purpose of the policy is Benefits) Regulations, 2014,
Annual Return to be filed
to enable employees to raise and Section 62 1(b) read with
by the company under the
concerns about unacceptable Rule 12(9) of the Companies
Companies Act, 2013.
improper practices and/ (Share Capital & Debentures)
B. Disclosure on Conservation or any unethical practices Rules, 2014 are set out in
Annexure H.
of Energy, Technology in the organisation without
Absorption, Foreign the knowledge of the Your Company has not given
Exchange Earnings, and management. All employees loan to any person under any
shall be protected from any scheme for or in connection
Outgo
adverse action for reporting with the subscription or
#PPGZWTG( to this Report purchase of shares in the
any unacceptable or improper
provides information on Company or the holding
practice and/or any unethical
Company. Hence, there are
the conservation of energy, practice, fraud or violation of
no disclosures on voting rights
technology absorption, and any law, rule, or regulation. not directly exercised by the
foreign exchange earnings and This Policy is also be employees with respect to the
outgo, required under Section applicable to the Directors of shares to which the scheme
134 (3)(m) of the Companies the Company. relates.
In compliance with the Listing Regulations, your Company has transferred the unclaimed shares into a demat
account, namely the Unclaimed-Suspense Account. As and when an allottee approaches the Company, after proper
verification, the shares are rematerialised and physical certificates are delivered to the allottee.
Particulars No. of Shareholders No. of Shares
Aggregate number of shareholders and the outstanding shares lying in the 5,658 858,185
Unclaimed-Suspense Account at the beginning of the year
Number of shareholders and aggregate shares transferred to Unclaimed- - -
Suspense Account during the year
Number of shareholders who approached the issuer for transfer of shares 109 23,240
from the Unclaimed-Suspense Account during the year and aggregate shares
transferred
Number of shareholders to whom shares were transferred from the Unclaimed- 109 23,240
Suspense Account during the year and the aggregate shares transferred
Aggregate number of shareholders and the outstanding shares lying in the
5,549 834,945
Unclaimed-Suspense Account at the end of the year
12. Listing of the Company since Accordingly, this item has been
incorporation in the year 2000. included in the Notice of the
The shares of your Company are
AGM for the approval of the
listed at the BSE Limited and the Hence, pursuant to the
shareholders.
National Stock Exchange of India provisions of the Companies
Limited. Act, 2013, the Company The Board places on
The applicable annual listing is required to appoint new record, its appreciation
fees have been paid to the Stock Statutory Auditors. of the contribution of M/s
Exchanges before the due dates. Kalyaniwalla & Mistry LLP,
The Audit Committee at its
Chartered Accountants, during
Your Company is also listed on the Meeting held on November 7,
their tenure as the Statutory
Futures & Options Segment of the 2016, unanimously approved
National Stock Exchange of India. Auditors of the Company.
to recommend to the Board,
13. Auditors and Auditors Report the appointment of The notes to the Accounts
B S R & Co, LLP, Chartered referred to in the Auditors
A. Statutory Auditors Accountants (Firm Regn. No. Report are self-explanatory
In accordance with Section 101248W/W-100022) as the and therefore, do not warrant
139 of the Companies Act, new statutory auditors to hold any further explanation.
2013 and the rules made office from the conclusion of
B. Cost Auditors
thereunder, M/s Kalyaniwalla the 17th AGM on July 31, 2017
& Mistry LLP, Chartered (i.e. the forthcoming AGM), Pursuant to directions from
Accountants (Firm Regn. No. until the conclusion of the the Department of Company
104607W/W100166), Mumbai, 22nd AGM in the year 2022, Affairs, M/s. P. M. Nanabhoy &
were appointed as Statutory at a remuneration as may be Co., Cost Accountants, were
Auditors to hold office from the approved by the Board. B S appointed as cost auditors for
conclusion of the 14th AGM R & Co. LLP has access to the applicable products of the
till the conclusion of the 17th the international knowledge Company for the fiscal year
AGM (i.e. the forthcoming and methodology of KPMG 2016-17. They are required to
AGM of the Company). M/s International. The Board, at its submit the report to the Central
Kalyaniwalla & Mistry LLP, meeting held on May 9, 2017, Government within 180 days
Chartered Accountants have approved the recommendation from the end of the accounting
been the Statutory Auditors of the Audit Committee. year.
C. Secretarial Auditors The SVG1 rating is on a scale not discriminate on the grounds of
of SVG1 to SVG6, where SVG1 nationality, race, colour, religion,
The Board had appointed A. caste, gender, gender identity or
denotes the highest rating. The
N. Ramani & Co., Company SVG1 rating implies that in ICRAs expression, sexual orientation,
Secretaries, Practising current opinion, the company disability, age, or marital status.
Company Secretary, to belongs to the highest category The Company recognises merit
conduct a secretarial audit for of the composite parameters of and continuously seeks to enhance
the fiscal year 2016-17. The stakeholder value creation and the effectiveness of its Board. The
Secretarial Audit Report for the management as well as corporate Company believes that for effective
fiscal year ended March 31, governance practices. corporate governance, the Board
should have the appropriate balance
2017, is attached herewith as Pursuant to the Listing
of skills, experience, and diversity of
Annexure I. The Secretarial Regulations, the Management
perspectives.
Audit Report does not contain Discussion & Analysis Report
any qualification, reservation, and the Report on Corporate Board appointments will be made on
or adverse remark. Governance are included a merit basis and candidates will be
in the Annual Report. The considered on the basis of objective
14. Corporate Governance Auditors Certificate certifying criteria, with due regard for the
Your Company continues to enjoy the Companys compliance with benefits of diversity on the Board. The
a Corporate Governance Rating the requirements of Corporate Board believes that such merit-based
of CGR2+ (pronounced CGR 2 Governance, in terms of the appointments will best enable the
plus) and a Stakeholder Value Listing Regulations, is attached as Company to serve its stakeholders.
Creation and Governance Rating Annexure J.
The Board will regularly review this
of SVG1 (pronounced SVG one). 15. Acknowledgement policy to ensure its effectiveness.
The + sign indicates a relatively
high standing within the category Your Directors wish to extend their ANNEXURE B
indicated by the rating. The sincere thanks to the Central and
State Governments as well as the GCPL TOTAL REWARDS POLICY
aforementioned ratings are on
a scale of 1 to 6, where 1 is the Government agencies, banks,
GCPLs Total Rewards Framework
highest rating. The two ratings customers, shareholders, vendors,
aims at holistically using elements
and other related organisations
indicate whether a company such as fixed and variable
that have helped in your
is being run on the principles compensation, long-term incentives,
Companys progress, as partners,
of Corporate Governance and benefits and perquisites, and non-
through their continued support
whether the practices followed compensation elements (career
and co-operation.
by the Company lead to value development, work-life balance, and
creation for all its shareholders. For and on behalf of the Board of
recognition).
Directors
The CGR2 rating is on a scale Highlights
sd/-
of CGR1 to CGR6, where CGR1
Adi Godrej The rewards framework offers
denotes the highest rating. The
Chairman
CGR2+ rating implies that in employees the flexibility to customise
ICRAs current opinion, the rated Mumbai, May 9, 2017 different elements based on need.
company has adopted and follows ANNEXURE A The framework is also integrated
such practices, conventions, with GCPLs performance and
BOARD DIVERSITY POLICY talent management processes
and codes as would provide its
financial stakeholders a high level The Company is committed to and is designed to ensure sharply
of assurance of the quality of equality of opportunity in all differentiated rewards for our best
corporate governance. aspects of its business and does performers.
4CVKQQHTGOWPGTCVKQPQHGCEJ
Per cent increase in
5T &KTGEVQTVQVJGOGFKCPTGOWPGTCVKQP
0COGQHVJG-/2 Designation TGOWPGTCVKQPKPVJGUECN
No. RCKFRC[CDNGVQCNNGORNQ[GGUHQT
year (FY) 2016-17
UECN[GCT
1 Adi Godrej Chairman (26) 325.06
2 Nisaba Godrej Executive Director (15) 121.75
3 Vivek Gambhir Managing Director & CEO (18) 377.07
4 V Srinivasan Chief Financial Officer & (15) Not Applicable
Company Secretary
Remuneration includes the actual performance linked variable remuneration payable for the fiscal year on the basis
of performance, profitability and optimum utilisation of capital.
D. Non-Executive Directors
5T 0COGQHVJG&KTGEVQT Per cent increase in 4CVKQQHTGOWPGTCVKQPQHGCEJ&KTGEVQTVQ
No. TGOWPGTCVKQPKPVJGUECN[GCT VJGOGFKCPTGOWPGTCVKQPRCKFRC[CDNGVQCNN
2016-17 GORNQ[GGUHQTUECN[GCT
1 Jamshyd Godrej Nil 4.49
2 Nadir Godrej Nil 4.49
3 Tanya Dubash Nil 4.49
4 Narendra Ambwani Nil 4.96
5 Bharat Doshi Nil 4.96
6 Omkar Goswami Nil 4.96
7 Aman Mehta Nil 4.96
8 D Shivakumar Nil 4.96
9 Ireena Vittal Nil 4.96
Annexure E
EXTRACT OF ANNUAL RETURN IN FORM MGT-9
as on March 31, 2017
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I 4')+564#6+10#0&16*'4&'6#+.5
a CIN L24246MH2000PLC129806
Registration date 29-November-2000 (Date of Incorporation)
15-December-2000 (Date of Commencement of Business)
Name of the Company Godrej Consumer Products Limited
b Category/Sub Category Public Company having Share Capital
c Listing Status, if applicable (1) Listed on BSE Ltd and The National Stock Exchange of
India Limited
(2) Listed on the Futures & Options (F&O) segment of The
National Stock Exchange of India Limited
d Companys registered office address and contact details Godrej Consumer Products Limited
Godrej One, 4th Floor, Pirojshanagar, Eastern Express
Highway, Vikhroli (E), Mumbai- 400 079,
Maharashtra, India
Email: [email protected]
Phone: +91 22 - 25188010/20/30
Fax: +91 22 - 25188040
e Registrar & Transfer Agents Name, Address and contact Computech Sharecap Limited,
details 147, Mahatma Gandhi Road,
Opp Jehangir Art Gallery, Fort, Mumbai - 400 001, India
Telephone: 022 - 22635000/5001
Fax: 022 - 22635005
Email: [email protected]
II 24+0%+2#.$75+0'55#%6+8+6+'51(6*'%1/2#0; all business activities contributing 10% or more of the total turnover
of the Company shall be stated:
NIC Code of the Product/ % to total turnover of the
Name and Description of main products / services
service Company
1 Household Insecticides 20211 45%
2 Soaps 20231 30%
3 Hair Colours 20236 11%
` (Crore)
5GEWTGF.QCPGZENWFKPI 7PUGEWTGF Total
Deposits
deposits .QCPU indebtedness
+PFGDVGFPGUUCVVJGDGIKPPKPIQHVJGPCPEKCN[GCT
(i) Principal amount - 2.75 - 2.75
(ii) Interest due but not paid - - - -
(iii) Interest accrued but not due - - - -
Total (i+ii+iii) 0.00 2.75 0.00 2.75
Changes in Indebtedness during the financial year
Addition 0.00 400.00 0.00 400.00
Reduction 0.00 (252.75) 0.00 (252.75)
Net Change 0.00 147.25 0.00 147.25
+PFGDVGFPGUUCVVJGGPFQHVJGPCPEKCN[GCT
(i) Principal amount 0.00 150.00 0.00 150.00
(ii) Interest due but not paid - - - -
(iii)Interest accrued but not due - - - -
Total (i+ii+iii) 0.00 150.00 0.00 150.00
6QVCN/CPCIGTKCN4GOWPGTCVKQP
#
$ 36.68
Ceiling as per the Act 121.17
*QNFKPI
5T Effective Applicable
0COGQHVJG%QORCP[ #FFTGUUQHVJG%QORCP[ %+0).0 5WDUKFKCT[
No. Control 5GEVKQP
/Associate
1 Godrej Household Products Lanka Pvt Ltd No 7 C, Post Masters Place, Off 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
Templers Road,
Mount Lavinia, Sri Lanka
2 Godrej Household Products Bangladesh Pvt Ltd Concord Madhumoti Plaza, 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
Level-10, Plot No. 11, Road No.11,
3 Godrej Consumer Products Bangladesh Ltd 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
Block-G, Banani, Dhaka-1213,
Bangladesh
4 Godrej South Africa (Proprietary) Limited 11 Young Road, Pinetown 3610 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
131
132
*QNFKPI
5T Effective Applicable
0COGQHVJG%QORCP[ #FFTGUUQHVJG%QORCP[ %+0).0 5WDUKFKCT[
No. Control 5GEVKQP
/Associate
23 Godrej Consumer Products Holding (Mauritius) C/O Cim Corporate Services Ltd, 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
Limited Les Cascades Building, Edith
24 Godrej Indonesia IP Holdings Ltd Cavell Street, Port Louis, Republic 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
25 Godrej Consumer Products US Holding Limited Of Mauritius 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
26 Godrej Mid East Holdings Limited Unit 15161, Level 15, The Gate 100.00% NA-Foreign Company Subsidiary
Building, Dubai International
Financial Centre, PO Box 506997,
Dubai, UAE
27 Godrej Global Mid East FZE B2-23, PO Box. 7966, Sharjah 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
Airport International Free Zone,
Sharjah, UAE
28 Indovest Capital limited Portcullis Trustnet (Labuan) Limited, 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
Level 6(D), Main Office Tower,
Financial Park Labuan Comple
Jalan Merdeka 87000 Labuan F. T.,
Malaysia
29 Godrej Consumer Products Dutch Cooperatief SGG Netherlands, Amerika 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
U.A Building, Hoogoorddreef 15, 1101
30 Godrej Consumer Products (Netherlands) B.V. BA Amsterdam 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
31 Godrej Consumer Holdings (Netherlands) B.V. 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
32 PT Indomas Susemi Jaya Jl. Raya Narogong KM. 15 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
Kampung Ciketing Barat RT.003
RW.001, Ciketing Udik Bantar
Gebang Bekasi 17153
33 PT Intrasari Raya Jl. Pancasila IV Cicadas Raya KM. 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
9 Gunung Putri, Bogor 16965
34 PT Megasari Makmur Jl. Pancasila V RT.04 RW.13 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
Cicadas Gunung Putri, Bogor
16965
35 PT Ekamas Sarijaya Jl. Raya Narogong Paal 10 RT.02 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
RW.03 Limus Nunggal
Cileungsi Bogor 16965
36 PT Sarico Indah Jl. Pancasila IV RT.02 RW.04 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
Cicadas Gunung Putri, Bogor
16965
37 Godrej Mauritius Africa Holdings Limited C/O Cim Corporate Services Ltd 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
Les Cascades Building, Edith
38 Darling Trading Company Mauritius Ltd. 90.00% NA-Foreign Company Subsidiary 2(87)(ii)
Cavell Street, Port Louis, Republic
39 Godrej Africa Holdings Limited Of Mauritius 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
40 Frika Weave Pty Ltd 30 Auckland Street, Paarden 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
Eiland, Cape Town, 7405
41 Weave Ghana Ltd. Plot No 128, Spintex Road, Near 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
Polytank Factory, Greater Accra,
Ghana
133
134
*QNFKPI
5T Effective Applicable
0COGQHVJG%QORCP[ #FFTGUUQHVJG%QORCP[ %+0).0 5WDUKFKCT[
No. Control 5GEVKQP
/Associate
59 Godrej SON Holdings Inc. 40, Technology Pkwy South, #300, 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
Norcross, Georgia 30092, Gwinnett
County
60 Style Industries Uganda Limited Plot 865, Industrial Area Namanve, 51.00% NA-Foreign Company Subsidiary 2(87)(ii)
Jinja Road- Bweyogerere/Kazinga,
Wakiso District, P.O. Box 29722
61 Old Pro International Inc (USA) 64 Ross Road, Savannah, Georgia, 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
31405
62 Strength of Nature South Africa Proprietary 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
Limited
63 Strength of Nature LLC (USA) 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
64 Canon Chemicals Ltd. Mombasa Road, Behind Mlolongo 75.00% NA-Foreign Company Subsidiary 2(87)(ii)
Weighbridge, P.O. Box 24336,
Nairobi, Kenya, 00100
65 Weave Senegal Ltd 35, Rue de Thiong, Dakar, Senegal 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
66 Godrej International Trading Company 125 M2 Warehouse A2-055, P.O. 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
(Sharjah, UAE) Box 514406, Sharjah U.A.E
67 Godrej Consumer Products International FZCO Building No 3 E G08, Dubai Airport 100.00% NA-Foreign Company Subsidiary 2(87)(ii)
(GCPI) (Dubai, UAE) Free Zone, P O Box No 293725,
Dubai, UAE
68 DGH Uganda C/O Cim Corporate Services Ltd, 51.00% NA-Foreign Company Subsidiary 2(87)(ii)
Les Cascades Building, Edith
Cavell Street, Port Louis, Republic
Of Mauritius
69 Bhabhani Blunt Hairdressing Private Limited Ground Floor, Block No. 1, Kohinoor 30.00% U93020MH2004PTC148187 Associate 2(6)
Building, 29 Hughes Road, Mumbai
- 400007, Maharashtra, India
ANNEXURE E-2
SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
I. Category-wise Share Holding
0QQH5JCTGUJGNFCVVJGDGIKPPKPIQHVJG[GCT
0QQH5JCTGUJGNFCVVJGGPFQHVJG[GCT
% Change
(01.04.2016)
%CVGIQT[QH5JCTGJQNFGTU FWTKPIVJG
% of Total % of Total year
&GOCV Physical Total &GOCV Physical Total
5JCTGU 5JCTGU
# 2TQOQVGTU
(1) Indian
a) Individual/ HUF 16,054,647 - 16,054,647 4.71% 16,054,647 - 16,054,647 4.71% 0.00%
b) Central Govt - - - 0.00% - - - 0.00% 0.00%
c) State Govt (s) - - - 0.00% - - - 0.00% 0.00%
d) Bodies Corp. - 199,441,435 58.57% 199,441,435 - 199,441,435 58.56% 0.00%
199,441,435
e) Banks/FI - - - 0.00% - - - 0.00% 0.00%
f) Any Other - - - 0.00% - - - 0.00% 0.00%
5WDVQVCN
#
215,496,082 - 215,496,082 63.28% 215,496,082 - 215,496,082 63.27% 0.00%
(2) Foreign
a) NRIs- Individuals - - - 0.00% - - - 0.00% 0.00%
b) Other Individuals - - - 0.00% - - - 0.00% 0.00%
c) Bodies Corp - - - 0.00% - - - 0.00% 0.00%
d) Banks/FI - - - 0.00% - - - 0.00% 0.00%
e) Any Other - - - 0.00% - - - 0.00% 0.00%
5WDVQVCN
#
- - - 0.00% - - - 0.00% 0.00%
6QVCN5JCTGJQNFKPIQH2TQOQVGT 215,496,082 - 215,496,082 63.28% 215,496,082 - 215,496,082 63.27% 0.00%
(A)= (A)(1) + (A)(2)
$2WDNKE5JCTGJQNFKPI
+PUVKVWVKQPU
a) Mutual Funds 1,750,560 14,904 1,765,464 0.52% 2,081,285 14,904 2,096,189 0.62% 0.10%
b) Banks/FI 804,851 3,780 808,631 0.24% 636,101 3,780 639,881 0.19% -0.05%
c) Central Govt - - - 0.00% - 0.00% 0.00%
d) State Govt(s) - - - 0.00% - 0.00% 0.00%
e) Venture Capital Funds - - - 0.00% - 0.00% 0.00%
f) Insurance Co 3,778,002 - 3,778,002 1.11% 4,628,114 4,628,114 1.36% 0.25%
g) FIIs 97,235,310 23,200 97,258,510 28.56% 96,794,367 23,200 96,817,567 28.43% -0.14%
h) Foreign Venture Capital Fund - - - 0.00% - - - 0.00% 0.00%
i) Others (Specify) - - - 0.00% - - - 0.00% 0.00%
5WDVQVCN
$
103,568,723 41,884 103,610,607 30.43% 104,139,867 41,884 104,181,751 30.59% 0.16%
0QP+PUVKVWVKQPCN
a) Bodies Corp.
i) Indian 3,722,632 - 3,722,632 1.09% 3,332,084 60,774 3,392,858 1.00% -0.10%
ii) Overseas - - - 0.00% - 0.00% 0.00%
b) Individuals 0.00% 0.00%
i) Individual shareholders 12,021,389 5,392,285 17,413,674 5.11% 12,108,696 5,134,608 17,243,304 5.06% -0.05%
holding nominal share capital
upto Rs.1 lakh
ii)Individuals shareholders 290,828 - 290,828 0.09% 286,821 286,821 0.08% 0.00%
holding nominal share capital
in excess of Rs. 1 lakh
c) Others (specify) - - - 0.00% - 0.00% 0.00%
Clearing Member - - - 0.00% - 0.00% 0.00%
Foreign Nationals 0.00% 0.00% 0.00%
- Non Resident Indians (Repat) - - - 0.00% - 0.00% 0.00%
- Non Resident Indians (Non - - - 0.00% - 0.00% 0.00%
Repat)
5JCTGJQNFKPICVVJGDGIKPPKPIQHVJG 5JCTGJQNFKPICVVJGGPFQHVJG[GCT
year (01.04.2016) (31.03.2017) %
change
5T % of % of QH5JCTGU in share
5JCTGJQNFGTU0COG QH5JCTGU
No. total total Pledged/ holding
No. of Pledged/
5JCTGU 0QQH5JCTGU 5JCTGU GPEWODGTGF FWTKPI
5JCTGU GPEWODGTGF
of the of the to total the year
to total shares
EQORCP[ EQORCP[ shares
1 Godrej & Boyce Mfg Co Ltd 118,503,815 34.80% 0.00% 25,003,815 7.34% 0.00% -27.46%
2 Godrej Industries Ltd 80,937,620 23.77% 0.00% 80,937,620 23.76% 0.00% 0.00%
3 Godrej Seeds & Genetics - 0.00% 0.00% 93,500,000 27.45% 0.00% 27.45%
Ltd
4 Adi Burjorji Godrej 500 0.00% 0.00% 500 0.00% 0.00% 0.00%
5 Parmeshwar Adi Godrej 4 0.00% 0.00% 4 0.00% 0.00% 0.00%
6 Tanya Arvind Dubash 1,071,054 0.31% 0.00% 1,071,054 0.31% 0.00% 0.00%
7 Pirojsha Adi Godrej 1,071,075 0.31% 0.00% 1,071,075 0.31% 0.00% 0.00%
8 Nisaba Adi Godrej 1,071,061 0.31% 0.00% 1,071,061 0.31% 0.00% 0.00%
9 Jamshyd Naoroji Godrej And 1,606,808 0.47% 0.00% 1,606,808 0.47% 0.00% 0.00%
Others As Trustee Of Raika
Godrej Family Trust
10 Navroze Jamshyd Godrej 1,606,809 0.47% 0.00% 1,606,809 0.47% 0.00% 0.00%
11 Nadir Barjorji Godrej 917,454 0.27% 0.00% 917,454 0.27% 0.00% 0.00%
12 Rati Nadir Godrej - 0.00% 0.00% - 0.00% 0.00% 0.00%
13 Burjis Nadir Godrej 633,724 0.19% 0.00% 633,724 0.19% 0.00% 0.00%
14 Sohrab Nadir Godrej 633,728 0.19% 0.00% 633,728 0.19% 0.00% 0.00%
15 Hormazd Nadir Godrej 1,028,728 0.30% 0.00% 1,028,728 0.30% 0.00% 0.00%
16 Nyrika Holkar 967,088 0.28% 0.00% 967,088 0.28% 0.00% 0.00%
17 Freyan Crishna Bieri 967,090 0.28% 0.00% 967,090 0.28% 0.00% 0.00%
18 Rishad Kaikhushru Naoroji 24 0.00% 0.00% 24 0.00% 0.00% 0.00%
19 Rishad Kaikhushru Naoroji 4,479,500 1.32% 0.00% 4,479,500 1.32% 0.00% 0.00%
& Others [(Partner in M/s
RKN Enterprises) (Beneficial
Interest is of M/s RKN
Enterprises)]
6QVCN 215,496,082 63.28% 0.00% 215,496,082 63.27% 0.00% -0.01%
%WOWNCVKXG
5JCTGJQNFKPIFWTKPI
5JCTGJQNFKPI
Increase (+)/ the year / end of the
5T Decrease(-) period
0COG Reason
No. % of total in % of total
No of shares at shareholding
shares No of shares
the beginning of Date
of the shares of the
the year
%QORCP[ %QORCP[
1 Godrej & Boyce 118,503,815 34.80% 31-Mar-16 34.80%
Mfg Co Ltd 31-Mar-17 -93,500,000 Inter Se Transfer 25,003,815 7.34%
31-Mar-17 25,003,815 7.34%
2 Godrej Seeds & - 0.00% 31-Mar-16 0.00%
Genetics Ltd 31-Mar-17 93,500,000 Inter Se Transfer 93,500,000 27.46%
31-Mar-17 93,500,000 27.46%
3 Nadir Barjorji Godrej 1,551,178 0.46% 31-Mar-16 0.46%
09-Sep-16 -633724 Inter Se Transfer 917,454 0.27%
31-Mar-17 917,454 0.27%
4 Rati Nadir Godrej 633728 0.19% 31-Mar-16 0.19%
09-Sep-16 -633728 Inter Se Transfer - 0.00%
31-Mar-17 - 0.00%
5 Burjis Nadir Godrej 0 0.00% 31-Mar-16 0.00%
09-Sep-16 633724 Inter Se Transfer 633,724 0.19%
31-Mar-17 633,724 0.19%
6 Sohrab Nadir Godrej 0 0.00% 31-Mar-16 0.00%
09-Sep-16 633728 Inter Se Transfer 633,728 0.19%
31-Mar-17 633,728 0.19%
7 Rishad Kaikhushru 4479524 1.32% 31-Mar-16 1.32%
Naoroji 23-Dec-16 -4479500 Inter Se Transfer 24 0.00%
31-Mar-17 24 0.00%
8 Rishad Kaikhushru 0 0.00% 31-Mar-16 0.00%
Naoroji (As a Partner 23-Dec-16 4479500 Inter Se Transfer 4,479,500 1.32%
of RKN Enterprises)
31-Mar-17 4,479,500 1.32%
%WOWNCVKXG
5JCTGJQNFKPIFWTKPI
5JCTGJQNFKPI
the year /end of the
Increase (+)/ period
5T No of Decrease(-)
0COG Reason
No shares % of total in % of total
at the shares shareholding No of shares
Date
beginning of the shares of the
of the %QORCP[ %QORCP[
year
1 First State Investments ICVC- 8,548,427 2.51% 31-Mar-16 2.51%
Stewart Investors Asia Pacific
Leaders Fund
18-Nov-16 53,153 Transfer 8,601,580 2.53%
25-Nov-16 365,588 Transfer 8,967,168 2.63%
20-Jan-17 (8,779,616) Transfer 187,552 0.06%
27-Jan-17 8,779,616 Transfer 8,967,168 2.63%
31-Mar-17 8,967,168 2.63%
2 Baytree Investments (Mauritius) 8,391,924 2.46% 31-Mar-16 2.46%
Pte Ltd
31-Mar-17 8,391,924 2.46%
3 Arisaig Partners (Asia) Pte Ltd A/C 6,772,678 1.99% 31-Mar-16 1.99%
Arisaig India Fund Limited
31-Mar-17 6,772,678 1.99%
4 Aberdeen Global Indian Equity Ltd 6,418,586 1.88% 31-Mar-16 1.88%
6-May-16 (116,058) Transfer 6,302,528 1.85%
11-May-16 (253,942) Transfer 6,048,586 1.78%
3-Jun-16 (200,000) Transfer 5,848,586 1.72%
10-Jun-16 (210,000) Transfer 5,638,586 1.66%
23-Sep-16 (140,000) Transfer 5,498,586 1.61%
28-Oct-16 (68,307) Transfer 5,430,279 1.59%
4-Nov-16 (151,693) Transfer 5,278,586 1.55%
6-Jan-17 (114,106) Transfer 5,164,480 1.52%
13-Jan-17 (215,894) Transfer 4,948,586 1.45%
31-Mar-17 (93,066) Transfer 4,855,520 1.43%
31-Mar-17 4,855,520 1.43%
5 Life Insurance Corporation of India 3,778,002 1.11% 31-Mar-16 1.11%
28-Oct-16 24,000 Transfer 3,802,002 1.12%
4-Nov-16 244,709 Transfer 4,046,711 1.19%
11-Nov-16 278,450 Transfer 4,325,161 1.27%
16-Nov-16 63,333 Transfer 4,388,494 1.29%
18-Nov-16 10,461 Transfer 4,398,955 1.29%
25-Nov-16 200,040 Transfer 4,598,995 1.35%
2-Dec-16 27,790 Transfer 4,626,785 1.36%
30-Dec-16 1,329 Transfer 4,628,114 1.36%
31-Mar-17 4,628,114 1.36%
6 New World Fund Inc 760,452 0.22% 31-Mar-16 0.22%
8-Apr-16 839,548 Transfer 1,600,000 0.47%
6-May-16 350,000 Transfer 1,950,000 0.57%
20-May-16 15,013 Transfer 1,965,013 0.58%
27-May-16 344,987 Transfer 2,310,000 0.68%
3-Jun-16 125,000 Transfer 2,435,000 0.72%
9-Sep-16 72,839 Transfer 2,507,839 0.74%
16-Sep-16 477,161 Transfer 2,985,000 0.88%
31-Mar-17 2,985,000 0.88%
7 Government of Singapore 3,415,934 1.00% 31-Mar-16 1.00%
%WOWNCVKXG
5JCTGJQNFKPIFWTKPI
5JCTGJQNFKPI
the year /end of the
Increase (+)/ period
5T No of Decrease(-)
0COG Reason
No shares % of total in % of total
at the shares shareholding No of shares
Date
beginning of the shares of the
of the %QORCP[ %QORCP[
year
8-Apr-16 (11,030) Transfer 3,404,904 1.00%
15-Apr-16 4 Transfer 3,404,908 1.00%
22-Apr-16 (58,877) Transfer 3,346,031 0.98%
29-Apr-16 (28,233) Transfer 3,317,798 0.97%
6-May-16 (49,975) Transfer 3,267,823 0.96%
13-May-16 (4) Transfer 3,267,819 0.96%
3-Jun-16 14,685 Transfer 3,282,504 0.96%
10-Jun-16 (19,130) Transfer 3,263,374 0.96%
17-Jun-16 (71,510) Transfer 3,191,864 0.94%
8-Jul-16 (32,424) Transfer 3,159,440 0.93%
22-Jul-16 (40) Transfer 3,159,400 0.93%
29-Jul-16 (23,862) Transfer 3,135,538 0.92%
5-Aug-16 (38,274) Transfer 3,097,264 0.91%
12-Aug-16 (65,585) Transfer 3,031,679 0.89%
2-Sep-16 (5,772) Transfer 3,025,907 0.89%
9-Sep-16 1,760 Transfer 3,027,667 0.89%
16-Sep-16 (3,921) Transfer 3,023,746 0.89%
7-Oct-16 10,717 Transfer 3,034,463 0.89%
4-Nov-16 (4,205) Transfer 3,030,258 0.89%
11-Nov-16 (4,035) Transfer 3,026,223 0.89%
25-Nov-16 (3,922) Transfer 3,022,301 0.89%
2-Dec-16 40,504 Transfer 3,062,805 0.90%
9-Dec-16 (60,008) Transfer 3,002,797 0.88%
16-Dec-16 (38,851) Transfer 2,963,946 0.87%
30-Dec-16 12,643 Transfer 2,976,589 0.87%
6-Jan-17 11,863 Transfer 2,988,452 0.88%
20-Jan-17 (3,894) Transfer 2,984,558 0.88%
3-Feb-17 (71,016) Transfer 2,913,542 0.86%
7-Feb-17 (24,784) Transfer 2,888,758 0.85%
10-Feb-17 (3,885) Transfer 2,884,873 0.85%
3-Mar-17 (8,265) Transfer 2,876,608 0.84%
10-Mar-17 3,439 Transfer 2,880,047 0.85%
31-Mar-17 (36,305) Transfer 2,843,742 0.84%
31-Mar-17 2,843,742 0.84%
8 Vanguard Emerging Markets Stock 1,883,932 0.55% 31-Mar-16 0.55%
Index Fund, A series of Vanguard
International Equity Index Fund
8-Apr-16 6,552 Transfer 1,890,484 0.56%
22-Apr-16 5,400 Transfer 1,895,884 0.56%
10-Jun-16 5,750 Transfer 1,901,634 0.56%
24-Jun-16 21,648 Transfer 1,923,282 0.56%
22-Jul-16 4,428 Transfer 1,927,710 0.57%
29-Jul-16 13,194 Transfer 1,940,904 0.57%
5-Aug-16 10,449 Transfer 1,951,353 0.57%
12-Aug-16 11,115 Transfer 1,962,468 0.58%
19-Aug-16 15,808 Transfer 1,978,276 0.58%
9-Sep-16 7,110 Transfer 1,985,386 0.58%
%WOWNCVKXG
5JCTGJQNFKPIFWTKPI
5JCTGJQNFKPI
the year/end of the
Increase (+)/ period
5T Decrease(-)
0COGCPF&GUKIPCVKQP No of Reason
No. % of total in % of total
shares shareholding
shares No of shares
at the Date
of the shares of the
beginning
%QORCP[ %QORCP[
of the year
saving of 440,640 kWh and 1. Good knight personal repellent to successful launches of several
462,019 kWh in the Coil 9 gel, patches, and Fabric Roll-On new products in the market in the
and MM Nagar,Tamil Nadu 2. HIT Gel Stick current fiscal year. Your company
units, respectively, was 3. BBLUNT has entered into the personal
achieved 4. Salon Secret repellent space with highly
5. Godrej No. 1 germ protection innovative products containing
21. Installation of VFDs in
soap natural active ingredients. R&D
higher capacity motors for
6. New variants of Godrej aer has also played a pivotal role in
energy saving. An annual
pocket the improving cost optimisation
saving of 99,236 kWh was
7. Good knight Power Shots across product categories by
achieved
8. NYU crme hair colour in contributing through both, product
II. Capital investment on Indonesia and process related innovations
energy conservation 9. Stella pocket in Indonesia and improvements.
equipment: 10. Aliyana range of hair care
We believe that the three key
products in Africa
The Company made a pillars of consumer centricity,
capital investment of The current year, like previous new product development, and
` 2.052 crore for energy years, also saw a sharp focus training-led skill upgradation will
conservation projects on consumer-centric, relevant, continue to propel your Company
during the year. design-led innovation. The ahead of competition in its
Company focuses intently on strategy of innovation-led value
Awards:
innovation in new technologies, creation.
zWon certificate of which provides the consumer
appreciation from the Future plan of action:
value for money.
National Safety Council R&D shall continue to play a
for Thana and Katha I. Specific R&D product
key role in the advancement
plants categories initiated by the
and successful execution of
company:
zMalanpur unit won CII innovations in the market, for
1. Hair Care both domestic and international
Greenco rating in the
Gold Category for its 2. Skin Care business. Our R&D team shall
efforts for sustainable 3. Household Insecticides constantly endeavour to deliver
improvement superior innovative products,
4. Customer Centricity
thereby delighting both domestic
zWon the Certificate 5. Packaging Development and international customers
of Winner with 3 star
6. Fabric Care by implementing the following
rating in CII EHS
7. Hygiene Products measures:
Excellence Award for
the MM Nagar, Tamil 8. Air Care 1. Ensuring successful
Nadu unit commercial launches within
9. Dry Hair
the Hair Care, Household
B. Technology Absorption II. Benefits derived from the Insecticides, and Personal
The Research and Development aforementioned R&D efforts: Care categories in the coming
(R&D) function of your Company R&D has played a pivotal role in year
continued to play a key role in developing two new technologies 2. Engaging in providing support
ensuring successful launches of in the air care and personal care on global innovation strategies
the following products during the areas. Strong R&D-led initiatives for various product categories
year: with innovation projects have led within our international
` Crore
Fiscal year 2016-17 Fiscal year 2015-16
(a) Capital 1.74 1.83
(b) Recurring 14.46 15.51
(c) Total 16.20 17.34
(d) Total R&D expenditure as a percentage of total sales turnover 0.32% 0.36%
` Crore
Fiscal year 2016-17 Fiscal year 2015-16
I. Foreign exchange used 315.33 253.49
II. Foreign exchange earned 197.75 195.66
ANNEXURE G
149
150
` (Crore)
5T %542TQLGEV#EVKXKV[ 5GEVQTKPYJKEJVJG 2TQLGEVU2TQITCOOGU #OQWPV #OQWPVURGPVQPVJG %WOWNCVKXG #OQWPVURGPV
&KTGEV
No. KFGPVKGF 2TQLGEVKUEQXGTGF .QECNCTGCQTQVJGT QWVNC[ RTQLGEVRTQITCOOGU GZRGPFKVWTGWR KORNGOGPVKPICIGPE[
2) specify the district
DWFIGV Direct Over- to the reporting
CPFUVCVGYJGTGRTQLGEVU RTQLGEV GZRGPFKVWTG heads period
QTRTQITCOOGUYGTG RTQITCOOG QPRTQLGEVUQT
WPFGTVCMGP YKUG RTQITCOOGU
5 Community Needs Schedule VII (x) Rural Miraj, Sangli, Taloja, and 0.38 0.37 0.02 0.39 Ethica Strategy India
Assessment Development Projects Ambernath in Maharashtra; Private Limited
Malanpur in Madhya Pradesh;
Valia in Gujarat;
Hanuman Junction and
Pothepally in Andhra Pradesh;
Khanna in Punjab;
Katha and Thana in Baddi,
Himachal Pradesh;
North Guwahati in Assam;
Meghalaya
6 Semi-longitudinal Schedule VII PAN India 0.27 0.26 0.01 0.27 Collective Good
Impact Assessment of (ii) Livelihood Foundation
Godrej Employability Enhancement Project
Programmes
7 Life skills Curriculum Schedule VII PAN India 0.24 0.23 0.01 0.24 Vikalp Kriya
Development for (ii) Livelihood
Employability Enhancement Project
8 Rural Enterprise Schedule VII Uttar Pradesh 0.12 0.12 0.01 0.13 Dhriiti
(ii) Livelihood
Enhancement Project
9 Waste Management Schedule VII Hyderabad, Telangana and 3.67 3.50 0.18 3.68 Dharthi Sustainables
(iv) Environment Guwahati, Assam Pvt. Ltd., Maa Kamakhya
Sustainability Disposable Works
10 4WTCN'NGEVTKECVKQP Schedule VII Andhra Pradesh, Madhya 1.77 1.69 0.09 1.78 Pragya, Aga Khan Rural
(iv) Environment Pradesh, and Uttarakhand Support Programme, and
Sustainability Agriculture and Social
Development Society
11 Watershed Management Schedule VII Siddipet district, Telangana 0.36 0.35 0.02 0.37 Aga Khan Rural Support
(iv) Environment Programme
Sustainability
The implementation and monitoring of this CSR policy is in compliance with the CSR objectives and policy of the Company
Nadir Godrej, Chairman of the CSR Committee Vivek Gambhir, Managing Director & CEO (member of the CSR Committee)
Directors Report
151
ANNEXURE H
AS PER THE DISCLOSURE REQUIREMENT SPECIFIED UNDER SEBI (SHARE BASED EMPLOYEE BENEFITS)
REGULATIONS, 2014 AND SECTION 62(1)(b) OF THE COMPANIES ACT, 2013 READ WITH RULE 12(9) OF
THE COMPANIES (SHARE CAPITAL & DEBENTURES) RULES, 2014, THE FOLLOWING INFORMATION IS
DISCLOSED WITH RESPECT TO EMPLOYEE STOCK BENEFIT PLANS:
5T )QFTGL%QPUWOGT2TQFWEVU.KOKVGF
2CTVKEWNCTU
No. 'ORNQ[GG5VQEM)TCPV5EJGOG
1 Date of shareholders approval for the options granted under March 18, 2011
the scheme
2 Total number of options approved for grants under the 2,500,000
scheme
3 Vesting requirements As specified by the Nomination & Remuneration Committee
subject to minimum 1 year from the date of grant
4 Exercise price or pricing formula `1 per share
5 Maximum term of options granted As may be decided by the Nomination & Remuneration
Committee as per the prevalent regulatory provisions
6 Source of shares Direct Allotment
7 Variation of terms of options None
8 Options granted during the year and till March 31, 2017 During the year: 58,376
Up to March 31, 2017: 523,595
9 Options vested during the year and upto March 31, 2017 During the year: 66,993
Up to March 31, 2017: 303,444
10 Options exercised during the year and upto March 31, 2017 During the year: 66,993
Up to March 31, 2017: 303,355
11 The total number of shares arising as a result of exercise of During the year: 66,993
option Up to March 31, 2017: 303,555
12 Options lapsed During the year: 3,584
Up to March 31, 2017: 91,345
13 Money realised by exercise of options during the year and During the year: ` 66,993
upto March 31, 2017 Up to March 31, 2017: ` 303,555
14 Total number of options outstanding and exercisable at the 128,895
end of the year
15 Method used to account for the options- The company has calculated the employee compensation
cost using the fair value of stock options, in accordance with
IND AS.
16 Weighted-average exercise prices and weighted-average Exercise price `1.00 per share
fair values of options (shall be disclosed separately for Fair Value ` 1216.49
options whose exercise price either equals or exceeds or is
less than the market price of the stock)
17 Employee-wise details of options granted to
i) Senior Managerial Personnel As per Note 1
ii) Any other employee who receives a grant in any one As per Note 1
year of option amounting to 5 per cent or more of option
granted during that year
iii) Identified employees who were granted option, during Nil
any one year, equal to or exceeding 1 per cent of the issued
capital (excluding outstanding warrants and conversions) of
the Company at the time of grant
18 Diluted Earnings Per Share (EPS) pursuant to issue of shares ` 24.89 per share (standalone)
on exercise of option calculated in accordance with IND AS ` 38.28 per share (consolidated)
33 Earnings Per Share
5T )QFTGL%QPUWOGT2TQFWEVU.KOKVGF
2CTVKEWNCTU
No. 'ORNQ[GG5VQEM)TCPV5EJGOG
19 A description of the method and significant assumptions The fair value of the options granted has been calculated
used during the year to estimate the fair values of options, using Black Scholes Options pricing formula and the
including the following weighted-average information: significant assumptions made in this regard are as follows:
i) Risk-free interest rate, 7.04%
ii) Expected life, 2.00
iii) Expected volatility, 32.21%
iv) Expected dividends, and 0.39%
v) The price of the underlying share in market at the time of 1481.60
option grant
Note 1- Employee-wise details of options granted to Senior Managerial Personnel and details of options granted
more than 5 per cent in 1 year
)TCPVGFKPUECN )TCPVGFKPUECN )TCPVGFKPUECN
0COG&GUKIPCVKQPQH5GPKQT 6QVCNQWVUVCPFKPI
year 2014-15 and year 2015-16 and year 2016-17 and
/CPCIGTKCN2GTUQPPGNVQYJQOUVQEM options as at March
QWVUVCPFKPICUCV QWVUVCPFKPICUCV QWVUVCPFKPICUCV
options have been granted 31, 2017
March 31, 2017 March 31, 2017 March 31, 2017
Vivek Gambhir, Managing Director & CEO 7,706* 11,865* 13,496* 33,067
*Option granted was more than 5 per cent of the options granted in 1 year.
The aforementioned disclosures can also be accessed on the Company web link: http://godrejcp.com/annual-reports.aspx
We have conducted the secretarial (iii) The Depositories Act, 1996 and (g) The Securities and Exchange
audit of the compliance of the Regulations and bye-laws Board of India (Delisting of
applicable statutory provisions and framed thereunder; Equity Shares) Regulations,
the adherence to good corporate 2009; and
practices by Godrej Consumer (iv) Foreign Exchange Management
Products Limited (hereinafter called Act, 1999 and the rules and (h) The Securities and Exchange
Audit was conducted in a manner to the extent of Foreign Direct Securities) Regulations, 1998;
that provided us a reasonable Investment, Overseas Direct
(vi) Other laws, as informed and
basis for evaluating the corporate Investment and External
certified by the Management
conduct/statutory compliances and Commercial Borrowings; of the Company which are
expressing our opinion thereon. specifically applicable to the
(v) The following Regulations and
Guidelines prescribed under the Company based on their sector/
Based on our verification of the
Securities and Exchange Board of industry are:
Companys books, papers, minute
books, forms and returns filed and India Act, 1992 (SEBI Act):- a. Insecticide Act, 1968 and rules
other records maintained by the made thereunder.
(a) The Securities and Exchange
company as well as the information
Board of India (Substantial b. Legal Metrology Act and rules
provided by the Company, its
Acquisition of Shares and made thereunder.
officers, agents and authorised
Takeovers) Regulations, 2011;
representatives during the conduct c. Drugs & Cosmetics Act, 1940.
of secretarial audit, we hereby report (b) The Securities and Exchange
We have also examined compliance
that in our opinion, the Company Board of India (Prohibition of
with the applicable clauses of the
has, during the audit period covering Insider Trading) Regulations, following:
the financial year ended on March 2015;
31, 2017 complied with the statutory (i) Secretarial Standards issued
(c) The Securities and Exchange by The Institute of Company
provisions listed hereunder and
Board of India (Issue of Capital Secretaries of India.
also that the Company has proper
and Disclosure Requirements)
Board processes and compliance (ii) The SEBI (Listing Obligations
Regulations, 2009;
mechanism in place to the extent, in and Disclosure Requirements)
the manner reported and subject to (d) The Securities and Exchange Regulations, 2015 / the Listing
the reporting made hereinafter: Board of India (Share based Agreements entered into by the
Company with the BSE Limited iii. Acquired 75% stake in Canon have relied on the report of the
and The National Stock Exchange Chemicals Limited, Kenya. Statutory Auditors in respect of the
of India Limited. same as per the guidance of the
iv. Acquired balance 49% Stake in
Institute of Company Secretaries
During the period under review Charm Industries Limited, Kenya.
of India.
the Company has complied with
v. Acquired 100% stake in Darling
the provisions of the Acts, Rules, 4. Wherever required, we have
Regulations, Guidelines, Standards, Groups business in Zambia and
obtained the management
etc. mentioned above. Senegal.
representation about the
We further report that For A. N. Ramani & Co., compliance of laws, rules and
Company Secretaries regulations and happening of
The Board of Directors of the Unique Code - P2003MH000900 events, etc.
Company is duly constituted with
a proper balance of Executive 5. The Company is following a
Directors, Non-Executive Directors system of obtaining reports
Bhavana Shewakramani
and Independent Directors. There from various departments
Partner
were no changes in the composition to ensure compliance with
FCS - 8636, COP 9577
of Board of Directors during the applicable laws. The company
Place: Thane
period under review. is following an electronic
Date: May 9, 2017
compliance management system
Adequate notice is given to all
Annexure to the Secretarial for compliance management
Directors to schedule the Board
Audit Report to ensure compliance with
Meetings; the agenda and related
applicable laws, rules, regulations
detailed notes on agenda were sent The Members
and guidelines.
at least seven days in advance. Godrej Consumer Products Limited
Furthermore, a system for seeking 6. The compliance of the provisions
and obtaining further information Our report of even date is to be read
of corporate and other applicable
and clarifications on the agenda along with this letter.
laws, rules, regulations and
items before the meeting exists 1. Maintenance of Statutory and standards is the responsibility of
for meaningful participation at the other records are the responsibility the management. Our examination
meeting. of the management of the was limited to the verification of
All the decisions were passed Company. Our responsibility is procedures on test basis.
unanimously in the meetings of the to express an opinion on these
7. The Secretarial Audit Report is
Board. records based on our audit.
neither an assurance as to the
We further report that there are 2. We have followed the audit future viability of the company nor
adequate systems and processes practices and processes as were of the efficacy or effectiveness
in the Company, commensurate appropriate to obtain reasonable with which the management
with the size and operations of the assurance about the correctness has conducted the affairs of the
Company, to monitor and ensure of the contents of the records. The company.
compliance with applicable laws, verification was done on test basis
For A. N. Ramani & Co.,
rules, regulations and guidelines. to ensure that correct facts are
Company Secretaries
reflected in records. We believe
We further report that during the Unique Code - P2003MH000900
that the processes and practices,
audit period the company has:
we followed provide a reasonable
i. Issued shares on exercise of basis for our opinion.
Bhavana Shewakramani
option under its Employee Stock
3. We have not verified the Partner
Grant Scheme.
correctness and appropriateness FCS - 8636, COP 9577
ii. Acquired 100% stake in Strength of the financial records and Books Place: Thane
of Nature LLC, USA of Accounts of the company. We Date: May 9, 2017
The Board meets at least which consists entirely of Team of the Company. The
once in a quarter to review Independent Directors, have Independent Directors also
the Companys quarterly a discussion with the Statutory have a meeting amongst
performance and financial Auditors, in the absence of themselves, after which
results. Board meetings the Management Team or they provide their insights
are governed with a Whole-time Directors. For all to the entire Board and the
structured agenda. The major items, comprehensive Management Team.
Board periodically reviews background information
During the year, the Company
the compliance reports is provided to the Board
conducted familiarisation
with respect to laws and to enable them to take an
programmes for Independent
regulations applicable to informed decision. Once a
Directors. The details for these
the Company. Before the year, Strategy meeting, is
are available under the link
commencement of the Audit conducted as a part of Board
given below. [1]
Committee meeting, members Meeting, in which the Board
of the Audit Committee, interacts with the Management
[1]
http://godrejcp.com/Resources/uploads/compliance_other_updates/FamiliarisationProgrammeforIDs201617.pdf
* Does not include directorship in Private Companies, Section 8 Companies, and Foreign Companies
** Does not include Chairmanship/Membership in Board Committees other than Audit Committee and
Stakeholders Relationship Committee, and in companies other than public limited companies registered in
India
****Under the Employee Stock Grant Scheme of the Company, Mr. Vivek Gambhir additionally holds 33,067
options that are convertible into equivalent equity shares on their vesting and exercise. The options will vest in
tranches and the same has to be exercised within 1 month of the respective vesting dates
# Ms. Nisaba Godrej has been appointed as the Executive Chairperson of the Company w.e.f. May 10, 2017
while Mr. Adi Godrej will continue to be the whole time Director and assume the position of Chairman Emeritus.
## Mr. Vivek Gambhir has been re-designated as Managing Director & CEO w.e.f. May 9, 2017.
Notes:
Brief profiles of all the Directors is available on the Company website www.godrejcp.com
Mr. V. Srinivasan, Chief Financial Officer & Company Secretary, was the Secretary for all the Committees during
fiscal year 2016-17. He is also the Compliance Officer of the Company and is responsible for redressal of investor
grievances
Notes:
The Board, Audit Committee, and Nomination & Remuneration Committee meetings were held on May 3, 2016;
July 29, 2016; November 7, 2016; and January 30, 2017
The maximum gap between any two Board meetings did not exceed 120 days during the year
The Stakeholders Relationship Committee meetings were held on April 6, 2016; May 12, 2016; June 28, 2016;
August 1, 2016; August 11, 2016; September 9, 2016; October 6, 2016; November 15, 2016; December 13,
2016; January 5, 2017; February 13, 2017; and March 9, 2017
The Risk Management Committee meetings were held on July 8, 2016 and January 24, 2017. Members from
Senior Management team i.e. Omar Momin & Sunil Kataria have attended 2 and 1 Meeting respectively
Leave of absence was granted to the Directors / Committee Members whenever they could not be physically
present for the meeting
Remuneration to Directors:
Notes:
In case of Mr. Adi Godrej, salary includes the basic salary and various elements of flexible compensation. The
monetary value of perquisites includes accommodation, car, electricity expenses; reimbursement of medical/
hospitalisation expenses incurred for self and family; and medical insurance premium paid by the Company.
In case of Ms. Nisaba Godrej and Mr. Vivek Gambhir, salaries include the basic salary and various elements of
flexible compensation. Additionally, the perquisites received by Mr. Vivek Gambhir include value of stock grants.
The Performance-Linked Variable Remuneration (PLVR) to Mr. Adi Godrej, Ms. Nisaba Godrej, and Mr. Vivek
Gambhir is the amount payable for fiscal year 2016-17, as per the scheme of the Company. It is based on the
profitability and optimum utilisation of capital employed over the past year.
Non-Executive Directors are paid commission on profits at a rate not exceeding 1 per cent of the Net Profits of
the Company in any fiscal year (computed in the manner provided in Section 197 and 198 of the Companies Act,
2013) or ` 15 lakhs per Director per annum, whichever is lower.
The Independent Directors were originally appointed in terms of the erstwhile Listing Agreement (refer the
table containing other relevant details of the Directors under Para 1 of Board of Directors for the original date of
appointment). After the notification of Companies Act, 2013, all the Independent Directors have been appointed
for a period of 5 years.
4. Others Nil 0 0 0 0
B. Postal Ballot
There were no special resolutions passed during the year 2016-17 through postal ballot.
5. Means of Communication in link below [2]. The quarterly, after. The presentations made to
half-yearly, and annual results of financial analysts and institutional
GCPL sends quarterly newsletters
the Companys performance are investors are filed with BSE and
to the registered email addresses
generally published in leading NSE and are also uploaded on the
of the investors. Moreover, all
English daily newspapers, such Company website www.godrejcp.
vital information related to the
as The Economic Times, Business com. The Company files its
Company and its performance,
Line, and Mint, as well as in the quarterly results on the electronic
including quarterly results, press
Marathi newspaper Maharashtra filing system of BSE and NSE. The
releases, performance updates,
Times. The Company holds quarterly results are also available
and corporate presentations, as
conference calls and meetings on the Stock Exchange websites
well as the information required by
with financial analysts once in viz. www.bseindia.com and www.
the Listing Regulations are posted
a quarter, and their transcripts nseindia.com.
on the Company website given
are posted on the website soon
B. Financial Calendar
Note: Since your Company has adopted IND AS, accounting of dividends will be done based on the payment of
dividend and hence, the 4th Interim Dividend of the fiscal year 2015-16 has been accounted for in the fiscal year
2016-17. Similarly, the 4th Interim Dividend of the fiscal year 2016-17, will be accounted in the fiscal year 2017-18.
D. Listing
The Companys shares are listed and traded on the following Stock Exchanges:
The applicable annual listing fees has been paid to the Stock Exchanges before the due date.
[2]
http://www.godrejcp.com/investor-updates.aspx
The monthly high and low prices of GCPL at BSE and NSE in equity series for the year ended March 31, 2017, are
as follows:
BSE NSE
Month
High Low High Low
Apr-16 1,433.00 1,310.00 1,434.00 1,308.60
May-16 1,535.55 1,305.00 1,536.85 1,302.20
Jun-16 1,614.80 1,464.00 1,620.00 1,462.90
Jul-16 1,676.40 1,551.50 1,689.90 1,551.35
Aug-16 1,630.00 1,480.20 1,613.00 1,478.25
Sep-16 1,710.00 1,530.00 1,715.00 1,520.05
Oct-16 1,669.05 1,556.75 1,668.00 1,552.10
Nov-16 1,604.00 1,285.55 1,611.65 1,272.20
Dec-16 1,520.90 1,413.15 1,523.70 1,411.15
Jan-17 1,615.40 1,497.20 1,615.80 1,492.90
Feb-17 1,748.90 1,539.00 1,751.00 1,536.00
Mar-17 1,712.00 1,595.00 1,720.00 1,591.10
Note: The high and low prices are in rupees per traded share
GCPLs share performance compared with the BSE Sensex for fiscal year 2016-17 is as follows:
140
120
100
80
60
40
Sensex GCPL
20
0
May 16
Aug 16
Dec 16
Sep 16
Nov 16
Feb 17
Mar 17
Apr 16
Jun 16
Oct 16
Jan 17
Jul 16
Note:
Both BSE Sensex and GCPL share price are indexed to 100 at the beginning of the fiscal year
I. Distribution of Shareholding
Shares in the demat form have more liquidity compared with shares in the physical form. Therefore, the Company
recommends that shareholders holding shares in physical form shall convert their shareholding to demat form.
which all shareholding should C. Vigil Mechanism/ Whistle Certificate regarding the
be consolidated. Share Blower policy compliance of conditions of
certificates need not be sent. corporate governance is attached
With a view to establish a
with the Directors Report.
7. Other Disclosures mechanism for protecting
employees reporting unethical Declaration by the Managing
# /CVGTKCNN[UKIPKECPV4GNCVGF behaviour, frauds, or violation Director
Party Transaction that may of the Companys Code of
RQVGPVKCNN[EQPKEVYKVJVJG I, Vivek Gambhir, Managing Director
Conduct, the Board has
Companys interest & CEO of Godrej Consumer Products
adopted a Whistle Blower
Limited (GCPL) hereby confirm
During fiscal year 2016-17, Policy. No person has been
pursuant to SEBI (Listing Obligations
there were no materially denied access to the Audit
& Disclosure Requirements)
significant Related Party Committee.
Regulations, 2015 that
Transactions i.e. transactions
of the Company of material D. Web link for Policies The Board of Directors of GCPL
nature with bodies including The Whistle Blower Policy, the has laid down a Code of Conduct
its subsidiaries, promoters, Policy for determining Material for all the Board members and
directors, management, and Senior Management of the
Subsidiaries, and the Policy
relatives, which may have Company. The said Code of
on dealing with Related Party
potential conflict with the Conduct has also been posted
Transactions are available
interests of the Company at on the Company website and
under the link given below. [3]
large. Attention of members is available under the link given
is drawn to disclosures of E. Details of Compliance with below [3].
transactions with related Corporate Governance
parties, as set out in the Notes All the Board Members and Senior
Requirements
to Accounts. Management Personnel have
The Company has complied affirmed their compliance with the
B. Details of Non-compliance with the requirements specified said Code of Conduct for the year
There has not been any non in Regulation 17 to 27 and ended March 31, 2017.
compliance of mandatory clause (b) to (i) of sub -
requirements, expected of regulation (2) of Regulation 46
the Company. No penalties of Listing Regulations. For Godrej Consumer Products Ltd.
or strictures were imposed
8. Auditors Certificate on sd/-
on the Company by the Stock
Corporate Governance
Exchanges, SEBI, or any
Vivek Gambhir
statutory authority for matters As stipulated in Para E of
Managing Director & CEO
related to capital markets Schedule V of the Listing
during the last 3 years. Regulations, the Auditors Mumbai, May 9, 2017
[3]
http://www.godrejcp.com/codes-and-policies.aspx
5VCVGOGPVQH2TQVCPF.QUUHQTVJG[GCTGPFGF/CTEJ 185
5VCVGOGPVQH%CUJ(NQYUHQTVJG[GCTGPFGF/CTEJ 186
5VCVGOGPVQH%JCPIGUKP'SWKV[HQTVJG[GCTGPFGF/CTEJ 188
0QVGUVQVJG(KPCPEKCN5VCVGOGPVHQTVJG[GCTGPFGF/CTEJ 189
INDEPENDENT AUDITORS records in accordance with the the disclosures in the standalone
REPORT provision of the Act for safeguarding Ind AS financial statements. The
TO THE MEMBERS OF GODREJ the assets of the Company and for procedures selected depend on the
CONSUMER PRODUCTS LIMITED preventing and detecting frauds and auditors judgment, including the
other irregularities; selection and assessment of the risks of material
Report on the Standalone IND AS application of appropriate accounting misstatement of the standalone Ind
Financial Statements policies; making judgments and AS financial statements, whether
We have audited the accompanying estimates that are reasonable and due to fraud or error. In making
standalone Ind AS financial prudent; and design implementation those risk assessments, the auditor
statements of GODREJ CONSUMER and maintenance of adequate internal considers internal financial control
PRODUCTS LIMITED (the financial controls, that were operating relevant to the Companys preparation
Company), which comprise the effectively for ensuring the accuracy of the standalone Ind AS financial
Balance Sheet as at March 31, 2017, and completeness of the accounting statements that give a true and
the Statement of Profit and Loss records, relevant to the preparation fair view in order to design audit
(including other comprehensive and presentation of the standalone procedures that are appropriate in the
income), the Statement of Cash Flows Ind AS financial statements that give circumstances. An audit also includes
and the Statement of Changes in a true and fair view and are free from evaluating the appropriateness of
Equity for the year then ended, and material misstatement, whether due to the accounting policies used and the
a summary of significant accounting fraud or error. reasonableness of the accounting
policies and other explanatory estimates made by the Companys
information (hereinafter referred Auditors Responsibility Directors, as well as evaluating the
to as Standalone Ind AS financial Our responsibility is to express an overall presentation of the standalone
statements). opinion on these standalone Ind AS Ind AS financial statements.
financial statements based on our We believe that the audit evidence
Managements Responsibility for audit. we have obtained is sufficient and
the Standalone Ind AS Financial We have taken into account the appropriate to provide a basis for our
Statements provisions of the Act, the accounting audit opinion on the standalone Ind
The Companys Board of Directors and auditing standards and matters AS financial statements.
is responsible for the matters in which are required to be included in
Section 134(5) of the Companies the audit report under the provisions Opinion
Act, 2013 (the Act) with respect to of the Act and the Rules made In our opinion and to the best of
the preparation of these standalone thereunder. our information and according to
Ind AS financial statements that give We conducted our audit in the explanations given to us, the
a true and fair view of the financial accordance with the Standards aforesaid standalone Ind AS financial
position, financial performance on Auditing specified under statements give the information
including other comprehensive Section 143(10) of the Act. Those required by the Act in the manner so
income, cash flows and changes in Standards require that we comply required and give a true and fair view
equity of the Company in accordance with ethical requirements and plan in conformity with the accounting
with the accounting principles and perform the audit to obtain principles generally accepted in
generally accepted in India, including reasonable assurance about whether India including the Ind AS, of the
the Indian Accounting Standards (Ind the standalone Ind AS financial financial position of the Company as
AS) prescribed under section 133 statements are free from material at March 31, 2017 and its financial
of the Act, read with relevant rules misstatement. performance including other
issued thereunder. An audit involves performing comprehensive income, its cash flows
This responsibility also includes procedures to obtain audit and the changes in equity for the year
maintenance of adequate accounting evidence about the amounts and ended on that date.
Amount
Name of Statute Nature of Dues Period Forum where Dispute is pending
(`)
Central Excise Duty on one to one correlation in terms of 3,824,264 2002-03 The Hon'ble Supreme Court of India
Act, 1944 excisable material purchased and cleared 7,302,990 2001-03 The Hon'ble Supreme Court of India
final product with reference to the said material
wherein the benefit under notification No. 32
of 99 availed
CENVAT credit availed on Capital Goods 1,755,920 2007-08 CESTAT, Chennai
86,115 2002-03
Advertisement Service- Credit availed as Input 2,837,962 2008-09 Commissioner of Central Excise
(Appeals)
Input Service Tax Distribution Credit availed 3,219,974 2006-08 Commissioner of Central Excise
(Appeals)
Service Tax not paid on Royalty (Foreign 27,167,930 2004-08 Commissioner of Central Excise
Payment) (Appeals)
Cenvat credit availed on goods received from 64,146,884 2007-08 CESTAT, Chennai
Emox
Valuation of Soap Noodles transferred from 144,754,226 2007-12 CESTAT, Delhi
Malanpur factory to Himachal Pradesh
factories
Cenvat credit on input services availed based 543,416 2007-12 CESTAT, Chennai
on the invoices issued by suppliers to the
branches prior to registration.
Allegations of non- manufacturing of shoe 6,174,082 2011-12 CESTAT, Chennai
polish brush
Valuation of Mosquito Repellant supplied from 55,307,174 2008-12 CESTAT, Kolkata
Guwahati factories to Emox Puducherry
Excise valuation dispute on account of non- 103,600,000 1993-96 The Hon'ble Supreme Court of India
compete fees and trademark license fees paid
by PGG (JV between Godrej Soaps Limited
and Proctor and Gamble) to Godrej
Distribution of Cenvat Credit by Head Office to 243,129,676 2008-12 Commissioner of Central Excise
Other Factories 196,719,214 2006-12 CESTAT, Chennai
Valuation of PHD - Differential demand 78,976,342 2008-14 Commissioner of Central Excise
between Section 4 and 4A valuation
Valuation of Combi pack which are marked as 3,045,410 2007-08 CESTAT, Chennai
Goods for Export
Central Excise Violation of Target Plus Scheme of Customs 8,249,528 2007-08 CESTAT, Chennai
Act, 1944 CENVAT credit availed on the grounds of 14,7762,862 2008-13 CESTAT, Chennai
valuation methodology adopted by one plant
while transferring goods from Lokhra plant
Self credit taken by Sikkim Unit denied by Asst 26,044,314 Commissioner Appeals
Commissioner
CENVAT credit availed on supplementary 4,456,848 2009-10 CESTAT, Chennai
invoices issued by GCPL to Emox upon
payment of differential duty by GCPL.
CENVAT credit availed on account of account 37,845,678 2009-12 CESTAT, Mumbai
of trading activity conducted
Recovery of Service tax on processing activity 43,394,056 2009-14 CESTAT, Kolkata
done by Colortek for Lokhra operations
Service Tax on Business Support Service 37,552,534 2009-14 CESTAT, Kolkata
provided by third party
Cenvat Credit disallowance on outward 225,200 2014-15 Commissioner of Central Excise
transportation (Appeals), Kolkata
Utilisation of Cenvat credit to pay Education 22,934,798 2010-16 Commissioner of Central Excise
Cess and Higher Education Cess demanded (Appeals), Kolkata
back by authorities
Others 951,996 2007-08 CESTAT, New Delhi
282,382 2008-09 CESTAT, Kolkata
442,266 2003-04 Commissioner of Central Excise
(Appeals), Chennai
425,056 2007-08 Commissioner Excise
viii) According to the information and based on our examination ANNEXURE B TO THE
and explanations given to us of the records of the Company, INDEPENDENT AUDITORS
and based on the documents transactions with the related REPORT
and records produced parties are in compliance with
Referred to in Para 2 (f) Report
before us, there has been no sections 177 and 188 of the
on Other Legal and Regulatory
default in repayment of loans Act where applicable and
details of such transactions Requirements in our Independent
or borrowings to financial
have been disclosed in the Auditors Report to the members
institutions, banks or debenture
holders. There were no loans financial statements as required of the Company on the financial
or borrowings taken from the by the applicable accounting statements for the year ended March
government during the year. standards. 31, 2017.
ix) According to the information and xiv) According to the information
and explanations give to us Report on the Internal Financial
explanations given to us and
and based on our examination Controls under Clause (i) of Sub-
the records examined by us,
of the records of the Company, section 3 of Section 143 of the
no moneys were raised either
the Company has not made any Companies Act, 2013 (the Act)
by way of initial public offer or
preferential allotment or private
further public offer (including We have audited the internal financial
placement of shares or fully or
debt instruments) or term loans controls over financial reporting of
partly convertible debentures
by the Company during the year. Godrej Consumer Products Limited
during the year.
x) Based upon the audit
xv) According to the information (the Company) as of March 31,
procedures performed by us,
and explanations given to us 2017 in conjunction with our audit of
to the best of our knowledge
and based on our examination the standalone financial statements of
and belief and according to the
of the records of the Company, the Company for the year ended on
information and explanations
the Company has not entered that date.
given to us by the Management, into non-cash transactions with
no material fraud on, or by the directors or persons connected Managements Responsibility for
Company, has been noticed or with him. Accordingly, Internal Financial Controls
reported during the year. paragraph 3(xv) of the Order is
xi) According to the information The Companys management is
not applicable.
and explanations give to us xvi) The Company is not required responsible for establishing and
and based on our examination to be registered under section maintaining internal financial controls
of the records of the Company, 45-IA of the Reserve Bank of based on the internal control over
the Company has paid/provided India Act 1934 and hence the financial reporting criteria established
for managerial remuneration in provisions of paragraph 3(xvi) of by the Company considering the
accordance with the requisite the Order is not applicable. essential components of internal
approvals mandated by the control stated in the Guidance Note
provisions of section 197 read For KALYANIWALLA & MISTRY LLP on Audit of internal financial controls
with Schedule V to the Act. Chartered Accountants over financial reporting issued by the
xii) In our opinion and according to Firm Registration No. 104607W/
Institute of Chartered Accountants of
the information and explanations W100166
India. These responsibilities include
given to us, the Company is not
a nidhi company. Accordingly, the design, implementation and
Roshni R. Marfatia
paragraph 3(xii) of the Order is Partner maintenance of adequate internal
not applicable. M. No.: 106548 financial controls that were operating
xiii) According to the information effectively for ensuring the orderly
and explanations given to us Mumbai: May 9, 2017 and efficient conduct of its business,
of the internal financial controls over internal financial controls system over Institute of Chartered Accountants of
financial reporting to future periods financial reporting and such internal India.
are subject to the risk that the internal financial controls over financial
financial control over financial reporting were operating effectively For KALYANIWALLA & MISTRY LLP
reporting may become inadequate as at March 31, 2017, based on Chartered Accountants
because of changes in conditions, the internal control over financial Firm Registration No. 104607W/
or that the degree of compliance reporting criteria established by the W100166
with the policies or procedures may Company considering the essential
deteriorate. components of internal control stated Roshni R. Marfatia
in the Guidance Note on Audit of Partner
Opinion M. No.: 106548
Internal Financial Controls over
In our opinion, the Company has, in Financial Reporting issued by the
Mumbai: May 09, 2017
all material respects, an adequate
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2017 ` Crore
Year ended Year ended
Note No.
March 31, 2017 March 31, 2016
Revenue
I Revenue from Operations 29 5,088.99 4883.40
II Other Income 30 63.60 61.37
III Total Income (I + II) 5,152.59 4944.77
IV Expenses
Cost of Materials Consumed 31 1,834.77 1847.87
Purchases of Stock-in-Trade 216.26 194.90
Changes in Inventories of Finished Goods, Stock-in-Trade and Work-in- 32 (3.79) (48.24)
Progress
Excise Duty 340.89 329.18
Employee Benefits Expense 33 299.01 331.37
Finance Costs 34 36.06 54.67
Depreciation and Amortization Expense 35 56.68 44.91
Other Expenses 36 1,265.23 1241.89
Total Expenses 4,045.11 3996.55
V Profit Before Exceptional Items and Tax (III-IV) 1,107.48 948.22
VI Exceptional Items - -
VII Profit Before Tax (V+VI) 1,107.48 948.22
VIII Tax Expense
(1) Current Tax 235.40 202.48
(2) Deferred Tax 24.05 23.07
Total Tax Expense 259.45 225.55
IX Profit for the Year (VII-VIII) 848.03 722.67
X Other Comprehensive Income
A (i) Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans (11.78) (2.46)
(ii) Income tax relating to item that will not be reclassified to profit or loss 6.59 0.85
B (i) Items that will be reclassified to profit or loss
The effective portion of gains and losses on hedging instruments in a (1.16) -
cash flow hedge
(ii) Income tax relating to item that will be reclassified to profit or loss 0.41 -
Total Comprehensive Income for the year (IX+X) 842.09 721.06
XI Earnings per Equity Share (Face Value ` 1) 37
(1) Basic (`) 24.90 21.22
(2) Diluted (`) 24.89 21.22
The accompanying notes are an integral part of the Standalone Financial Statements.
As per our Report attached Signatures to the Financial Statements
For Kalyaniwalla & Mistry LLP For and on behalf of the Board
Chartered Accountants
Firm Regn No. 104607W/W100166 Adi Godrej
Chairman
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2017 ` Crore
Year ended Year ended
March 31, 2017 March 31, 2016
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Allotment of Equity Shares under ESGS 0.01 0.01
Issue of Debentures (Net of Expenses) - (0.25)
Redemption of Debentures (including Premium on Redemption) - (277.64)
(Repayment)/ Proceeds from Packing Credit (2.75) 2.75
Proceeds from Commercial Paper 148.97 -
Interest & Discounting Charges Paid (31.76) (41.06)
Dividend Paid (195.78) (187.27)
Dividend Tax Paid (39.87) (38.12)
Net Cash Flow (used in) Financing Activities (121.18) (541.58)
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS 46.11 (128.92)
CASH AND CASH EQUIVALENTS:
As At The Beginning of the year (Refer Note 14 A) 40.57 169.86
Less : Cash credit - (0.34)
Unrealised Foreign Exchange Restatement in Cash and Cash Equivalents (0.14) (0.03)
As At The End of the year (Refer Note 14 A) 86.54 40.57
86.54 40.57
Note:
1) The above Statement of Cash Flows includes amount of ` 16.52 crore (previous year ` 14.57 crore) (Refer Note 46) on account of
Corporate Social Responsibility expenditure which has been fully paid.
2) The above Statement of Cash Fows has been prepared under the Indirect Method as set out in IND AS 7, Statement of Cash Flows.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2017
1. CORPORATE INFORMATION amended by the Companies been prepared on a historical cost
Godrej Consumer Products (Indian Accounting Standards) basis, except for the following
Limited (the Company) was Rules, 2016 and other relevant assets and liabilities which have
incorporated on November provisions of the Act. been measured at fair value:
29, 2000, to take over as a The financial statements up to Certain financial assets and
going concern the consumer year ended March 31, 2016 were liabilities (including derivative
products business of Godrej prepared in accordance with the instruments) measured at
Soaps Limited (subsequently accounting standards notified fair value (refer accounting
renamed as Godrej Industries under the Companies (Accounting policy regarding financial
Limited), pursuant to a Scheme Standard) Rules 2006 and other instruments),
of Arrangement as approved relevant provisions of the Act, Defined benefit plans plan
by the High Court, Mumbai. considered as the Previous assets and share-based
The Company is a fast moving GAAP. payments measured at fair
consumer goods company, These financial statements are the value
manufacturing and marketing Companys first Ind AS financial Assets held for sale
Household and Personal Care statements and are covered by measured at lower of carrying
products. The Company is a Ind AS 101, First-time adoption value or fair value less cost to
public company limited by shares, of Indian Accounting Standards. sell
incorporated and domiciled in An explanation of how the
India and is listed on the Bombay transition to Ind AS has affected 2.2 Key estimates and assumptions
Stock Exchange (BSE) and the the Companys equity, financial In preparing these financial
National Stock Exchange (NSE). position, financial performance statements, management has
The Companys registered office and its cash flows is provided in made judgements, estimates
is at 4th Floor, Godrej One, Note 51. and assumptions that affect the
Pirojshanagar, Eastern Express Current versus non-current application of accounting policies
Highway, Vikhroli (east), Mumbai classification and the reported amounts of
400 079. All assets and liabilities have assets, liabilities, income and
been classified as current or expenses. Actual results may
2. BASIS OF PREPARATION, non-current as per the Companys differ from these estimates.
MEASUREMENT AND normal operating cycle and The areas involving critical
SIGNIFICANT ACCOUNTING other criteria set out in the estimates or judgements are:
POLICIES Schedule III to the Companies i. Determination of the estimated
Act, 2013. Based on the nature useful lives of tangible assets
2.1 Basis of Preparation and and the assessment as to
of products and the time taken
measurement which components of the cost
between acquisition of assets for
processing and their realization may be capitalized; (Note 2.5
a) Basis of Preparation
in cash and cash equivalent, (a))
The financial statements have
the Company has ascertained ii. Determination of the estimated
been prepared in accordance
its operating cycle as twelve useful lives of intangible assets
with Indian Accounting Standards
months for the purpose of the and determining intangible
(Ind AS) as notified by Ministry
classification of assets and assets having an indefinite
of Corporate Affairs pursuant to
liabilities into current and non- useful life; (Note 2.5 (b))
Section 133 of the Companies
current. iii. Recognition and measurement
Act, 2013 (Act) read with the
of defined benefit obligations,
Companies (Indian Accounting
b) Basis of Measurement key actuarial assumptions;
Standards) Rules, 2015 as
These financial statements have (Note 44)
measurement, financial assets are EIR amortisation is included in recognition and is irrevocable.
classified in four categories: finance income in the profit or If the Company decides to
Debt instruments at amortised loss. The losses arising from classify an equity instrument as
cost, impairment are recognised in at FVTOCI, then all fair value
Debt instruments at fair value the profit or loss. This category changes on the instrument,
through other comprehensive generally applies to trade and excluding dividends, are
income (FVTOCI) other receivables. For more recognized in the Other
Debt instruments, derivatives information on receivables, Comprehensive Income
and equity instruments at fair refer to Note 49 (b). (OCI). There is no recycling
value through profit (FVTPL) Debt instrument at fair value of the amounts from OCI to
Equity instruments measured through profit and loss (FVTPL) profit and loss, even on sale
at fair value through other Any debt instrument, which of investment. However, the
comprehensive income does not meet the criteria for Company may transfer the
(FVTOCI) categorization as at amortized cumulative gain or loss within
on the basis of its business cost or as FVTOCI, is classified equity.
model for managing the as at FVTPL. Equity instruments included
financial assets and the In addition, the Company within the FVTPL category are
contractual cash flow may, at initial recognition, measured at fair value with
characteristics of the financial irrevocably designate a debt all changes recognized in the
asset. instrument, which otherwise profit and loss.
Debt instruments at amortised meets amortized cost or Investments in Subsidiaries
cost FVTOCI criteria, as at FVTPL. and Associates:
A debt instrument is However, such election is Investments in subsidiaries
measured at the amortised allowed only if doing so and associates are carried
cost if both the following reduces or eliminates a at cost less accumulated
conditions are met: The asset measurement or recognition impairment losses, if any.
is held within a business inconsistency (referred to as Where an indication of
model whose objective is accounting mismatch). impairment exists, the carrying
to hold assets for collecting Debt instruments included amount of the investment is
contractual cash flows, and within the FVTPL category are assessed and written down
Contractual terms of the asset measured at fair value with immediately to its recoverable
give rise on specified dates all changes recognized in the amount. On disposal of
to cash flows that are solely Statement of Profit and Loss. investments in subsidiaries
payments of principal and Equity investments and associates, the difference
interest (SPPI) on the principal All equity investments within between net disposal
amount outstanding. the scope of Ind-AS 109 are proceeds and the carrying
After initial measurement, measured at fair value. Equity amounts are recognized in the
such financial assets are instruments which are held Statement of Profit and Loss.
subsequently measured at for trading are classified as Derecognition
amortised cost using the at FVTPL. For all other equity A financial asset (or, where
Effective Interest Rate (EIR) instruments, the Company applicable, a part of a financial
method. Amortised cost is decides to classify the same asset or a part of a group of
calculated by taking into either as at FVTOCI or FVTPL. similar financial assets) is
account any discount or The Company makes such primarily derecognised (i.e.
premium on acquisition and election on an instrument- removed from the Companys
fees or costs that are an by-instrument basis. The balance sheet) when:
integral part of the EIR. The classification is made on initial The contractual rights to
taking into account any discount a net basis, or to to realise the to be highly effective in achieving
or premium on acquisition assets and settle the liabilities offsetting changes in fair value or
and fees or costs that are an simultaneously. cash flows and are assessed on
integral part of the EIR. The EIR an ongoing basis to determine
amortisation is included as finance g) Derivative financial instruments that they actually have been highly
costs in the Statement of Profit and hedge accounting effective throughout the financial
and Loss. The Company uses derivative reporting periods for which they
Financial guarantee contracts financial instruments, such as are designated.
Financial guarantee contracts forward currency contracts to Cash flow hedges
issued by the Company are hedge its foreign currency risks When a derivative is designated
those contracts that require and interest rate risks respectively. as a cash flow hedging
specified payments to be made Such derivative financial instrument, the effective portion
to reimburse the holder for a loss instruments are initially recognised of changes in the fair value of the
it incurs because the specified at fair value on the date on which derivative is recognised in OCI
debtor fails to make a payment a derivative contract is entered and accumulated in the other
when due in accordance with into and are subsequently equity under effective portion of
the terms of a debt instrument. re-measured at fair value. Any cash flow hedges. The effective
Financial guarantee contracts changes therein are generally portion of changes in the fair value
are recognised initially as a recognised in the profit or loss of the derivative that is recognised
liability at fair value, adjusted for account. Derivatives are carried in OCI is limited to the cumulative
transaction costs that are directly as financial assets when the fair change in fair value of the hedged
attributable to the issuance of value is positive and as financial item, determined on a present
the guarantee. Subsequently, the liabilities when the fair value is value basis, from inception of the
liability is measured at the higher negative. hedge. Any ineffective portion
of the amount of loss allowance At the inception of a hedge of changes in the fair value of
determined as per impairment relationship, the Company formally the derivative is recognised
requirements of Ind-AS 109 and designates and documents the immediately in profit or loss.
the amount recognised less hedge relationship to which If a hedge no longer meets the
cumulative amortisation. the Company wishes to apply criteria for hedge accounting
Where guarantees in relation hedge accounting and the risk or the hedging instrument is
to loans or other payables of management objective and sold, expires, is terminated or is
subsidiaries are provided for no strategy for undertaking the exercised, then hedge accounting
compensation, the fair values are hedge. The documentation is discontinued prospectively.
accounted for as contributions includes the Companys risk When hedge accounting for a
and recognised as fees receivable management objective and cash flow hedge is discontinued,
under other financial assets strategy for undertaking the the amount that has been
or as a part of the cost of the hedge, the hedging economic accumulated in other equity
investment, depending on the relationship the hedged item or remains there until is reclassified
contractual terms. transaction the nature of the risk to profit and loss account in the
Offsetting of financial instruments being hedged, hedge ration and same period or periods as the
Financial assets and financial how the entity will assess the hedged expected future cash
liabilities are offset and the net effectiveness of changes in the flows affect profit or loss.
amount is reported in the balance hedging instruments fair value in
sheet if there is a currently offsetting the exposure to changes h) Inventories
enforceable legal right to offset in hedged items fair value or cash Inventories are valued at lower of
the recognised amounts and flows attributable to the hedged cost and net realizable value. Net
there is an intention to settle on risk. Such hedges are expected realizable value is the estimated
initially at an amount equal to the or loss except to the extent that Deferred tax assets are reviewed
lower of their fair value and the it relates to items recognised at each reporting date and are
present value of the minimum directly in equity or in OCI. reduced to the extent that it is no
lease payments. Subsequent to In which case, the tax is also longer probable that sufficient
initial recognition, the assets are recognized directly in equity or taxable profit will be available
accounted for in accordance with other comprehensive income, to allow the benefit of part or
the accounting policy applicable respectively. all of that deferred tax asset
to that asset. Current Tax to be utilised such reductions
Leases of assets under which Current tax comprises the are reversed when it becomes
significant portion of the risks and expected tax payable or probable that sufficient taxable
rewards of ownership are retained recoverable on the taxable profit profits will be available.
by the lessor are classified as or loss for the year and any Unrecognized deferred tax assets
operating leases. Lease payments adjustment to the tax payable or are reassessed at each reporting
/receipts under operating leases recoverable in respect of previous date and recognised to the extent
are recognised as an expense / years. It is measured using tax that it has become probable
income on a straight-line basis rates enacted or substantively that future taxable profits will be
over the lease term unless the enacted by the end of the available against which they can
payments are structured to reporting period. Management be recovered.
increase in line with expected periodically evaluates positions Deferred tax is measured at the
general inflation to compensate for taken in tax returns with respect tax rates that are expected to be
the lessors expected inflationary to situations in which applicable applied to temporary differences
cost increases. tax regulation is subject to when they reverse, using tax rates
As a lessor interpretations and establishes enacted or substantively enacted
Leases in which the company provisions where appropriate. by the end of the reporting period.
does not transfer substantially Current tax assets and The measurement of deferred
all the risks and rewards of liabilities are offset only if, tax assets and liabilities reflects
ownership of an asset are the Company has a legally the tax consequences that would
classified as operating leases. enforceable right to set off the follow from the manner in which
Rental income from operating recognised amounts; and the Company expects, at the
lease is recognized on a straight intends either to settle on a reporting date, to recover or settle
line basis over the term of the net basis, or to realise the the carrying amount of its assets
relevant lease unless such asset and settle the liability and liabilities.
payments are structured to simultaneously. Deferred tax assets and liabilities
increase in line with expected Deferred Tax are offset only if:
general inflation to compensate for Deferred Income tax is recognised i) the entity has a legally
the lessors expected inflationary in respect of temporary difference enforceable right to set off
cost increase. Lease incentives between the carrying amount of current tax assets against
received are recognised as an assets and liabilities for financial current tax liabilities; and
integral part of the total lease reporting purpose and the amount ii) the deferred tax assets and the
expense, over the term of the considered for tax purpose. deferred tax liabilities relate
lease. Deferred tax assets are to income taxes levied by the
recognised for unused tax losses, same taxation authority on the
n) Income Tax unused tax credits and deductible same taxable entity.
Income tax expense/ income temporary differences to the iii) Deferred tax asset / liabilities
comprises current tax expense extent that it is probable that future in respect of temporary
income and deferred tax expense taxable profits will be available differences which originate
income. It is recognised in profit against which they can be utilized. and reverse during the
The Company has availed the deemed cost exemption in relation to the property, plant and equipment on the date of transition and hence the net carrying amount has been
considered as the gross carrying amount on that date. Refer note below for the gross carrying value and accumulated depreciation on April 1, 2015 under the previous GAAP:
Standalone Financials
201
202
Deemed cost as on 1 April 2015 ` Crore
Assets held
Particulars Owned Assets
under lease
Furniture Total
Freehold Leasehold Leasehold Plant and Office
Buildings and Vehicles Computers Building
Land Land Improvements Equipment Equipment
Fixtures
Gross Carrying Value as on April 1, 2015 0.51 6.85 79.31 9.70 357.81 8.50 12.94 9.58 15.88 - 501.08
Accumulated Depreciation till March - 0.71 27.53 2.96 200.22 6.50 5.22 5.92 9.09 - 258.15
31, 2015
Net Block treated as Deemed cost 0.51 6.14 51.78 6.74 157.59 2.00 7.72 3.66 6.79 - 242.93
upon transition
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Godrej Netherlands B.V. 4.52 4.52 -
Godrej Consumer Products Mauritius Ltd. 0.68 - -
Godrej Consumer Products Holding (Mauritius) Ltd. 11.83 - -
Godrej Mauritius Africa Holdings Ltd. 24.54 24.54 -
Godrej East Africa Holdings Ltd. 19.62 15.86 -
61.19 44.92 -
NOTE:
Capital Advances include ` 0.28 crore (31-Mar-16 ` 0.08 crore; 01-Apr-15 ` 5.18 crore) due from Related Parties.
NOTE:
a) The fixed deposits include deposits under lien against bank guarantees ` 2.94 crore (31-Mar-16 ` 1.93 crore; 01-Apr-15 ` 2.05 crore)
b) For Specified Bank Notes, Refer note 47
c) There are no repatriation restrictions with regard to cash and cash equivalents as at the end of the reporting period and prior periods.
NOTE:
Includes ` 0.12 crore (31-Mar-16 ` 0.01 crore; 01-Apr-15 ` 0.57 crore) due from Related Parties.
NOTE:
In March 2017, the Management decided to dispose off vehicles which were no longer in use. The negotiations for sale to interested
parties are in process.
NOTES:
a) During the year, the Company has issued 66,993 equity shares (previous year 86,922) under the Employee Stock Grant Scheme.
b) 31,124 Right Issue equity shares (previous year 31,124 equity shares) are kept in abeyance due to various suits filed in courts / forums
by third parties for which final order is awaited.
c) The reconciliation of number of equity shares outstanding and the amount of share capital at the beginning and at the end of the
reporting period:
The Company has issued only one class of equity shares having a par value of ` 1 each. Each equity shareholder is
entitled to one vote per share.
During the year ended March 31, 2017 the amount of per share dividend recognised as distribution to equity
shareholders was ` 5.75 (previous year ` 5.50).
e) Shares held by Holding Company and Subsidiary of Holding Company and details of shareholders holding more than
5% shares in the Company:
As at As at As at
Name of the Shareholder
March 31, 2017 March 31, 2016 April 1, 2015
No. of Shares % held No. of Shares % held No. of Shares % held
Godrej & Boyce Manufacturing Co Ltd* 25,003,815 7.34 118,503,815 34.80 119,163,815 35.00
Godrej Industries Limited 80,937,620 23.76 80,937,620 23.77 80,277,620 23.58
Godrej Seeds & Genetics Limited 93,500,000 27.45 - - - -
*Godrej & Boyce Manufacturing Company has ceased to be the holding company with effect from March 30, 2017 owing to
reorganisation of shareholding within promoter group
g) Information regarding aggregate number of equity shares during the five years immediately preceding the date of
Balance Sheet:
The Company has not issued any bonus shares or shares for consideration other than cash and has not bought back
any shares during the past five years.
The Company has not allotted any shares pursuant to contract without payment being received in cash.
h) There are no calls unpaid on equity shares, other than shares kept in abeyance as mentioned in Note (b) above.
i) No equity shares have been forfeited.
j) Capital Management
The primary objective of the Companys capital management is to ensure that it maintains an efficient capital structure
and healthy capital ratios to support its business and maximize shareholder value. The Company makes adjustments
to its capital structure based on economic conditions or its business requirements. To maintain / adjust the capital
structure the Company may make adjustments to dividend paid to its shareholders or issue new shares.
The Company monitors capital using the metric of Net Debt to Equity. Net Debt is defined as borrowings less cash
and cash equivalents, fixed Deposits and readily redeemable investments.
2) General reserve
The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve
pursuant to the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve is not required under
the Companies Act 2013.
` Crore
Year ended Year ended
March 31, 2017 March 31, 2016
Current tax and Deferred Tax related to items recognised in Other Comprehensive Income during the year:
Net (gain) / loss on remeasurements of defined benefit plans (6.59) (0.85)
Net (gain) / loss on revaluation of cash flow hedges (0.41) -
Total (7.00) (0.85)
The Company benefits from the tax holiday available to units set up under section 80-IC and 80-IE of Income Tax Act, 1961. These tax
holidays are available for a period of ten years from the date of commencement of operations.
The company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets
and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the
same tax authority.
Significant management judgment is required in determining provision for income tax, deferred income tax assets and
liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on
estimates of taxable income in which the relevant entity operates and the period over which deferred income tax assets
will be recovered.
As on March 31, 2017 the tax liability with respect to the dividends proposed is ` 83.21 crores (31-Mar-16 : ` 19.06
crores, 1-Apr-15 : ` 17.33 crores)
During the year, the Company has not accounted for tax credits in respect of Minimum Alternative Tax (MAT credit) of
` 77.98 crores (31-Mar-16 : ` 83.65 crores, 1-Apr-15 : ` 94.72 crores ). The Company is not reasonably certain of availing
the said MAT credit in future years against the normal tax expected to be paid in those years and accordingly has not
recognised a deferred tax asset for the same.
` Crore
Tax Credits As at As at As at
Expiry Date Expiry Date Expiry Date
carried forward March 31, 2017 March 31, 2016 April 1, 2015
2006-07 - 14.28 March 31, 2017 14.28 March 31, 2017
2007-08 12.02 March 31, 2018 12.02 March 31, 2018 12.02 March 31, 2018
2008-09 8.30 March 31, 2019 8.30 March 31, 2019 8.30 March 31, 2019
2009-10 29.72 March 31, 2020 29.72 March 31, 2020 29.72 March 31, 2020
2010-11 100.08 March 31, 2021 100.08 March 31, 2021 100.08 March 31, 2021
2011-12 40.09 March 31, 2022 40.09 March 31, 2022 40.09 March 31, 2022
2012-13 60.60 March 31, 2023 60.60 March 31, 2023 60.60 March 31, 2023
2013-14 84.35 March 31, 2024 84.35 March 31, 2024 84.35 March 31, 2024
2014-15 94.72 March 31, 2025 94.72 March 31, 2025 94.72 March 31, 2025
2015-16 83.65 March 31, 2026 83.65 March 31, 2026
2016-17 77.98 March 31, 2027
NOTES:
a) Cash Credit from Banks are secured by hypothecation of Inventories and Book debts repayable on demand.
b) The packing credit is granted by banks for a maximum tenure of 180 days at Banks base rate less interest subvention of 3% per
annum as per Interest Equalisation Scheme of Government of India.
c) Commercial Paper carries an average interest rate of 6.49% and are repayable at maturity dates in May 2017.
d) The Company does not have any default as on the Balance Sheet date in the repayment of any loan or interest.
There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at
the balance sheet date. The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such
parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.
NOTES:
a) Current Maturities of Long term Debt as on April 1, 2015 include 2,500 zero-coupon, unsecured, redeemable, non-convertible
debentures having a face value of ` 10 lac each, redeemable at a premium, which will yield 9.35% p.a. at maturity. These debentures
have been redeemed on December 18, 2015.
b) There are no amounts due to be credited to Investor Education and Protection Fund in accordance with Section 125 of the Companies
Act, 2013 as at the year end.
Movements in each of the class of other provision during the financial year are set out below: ` Crore
Provision towards
Sales Return
Litigation
Sales Returns:
When a customer has a right to return the product within a given period, the Company recognises a provision for sales
return. This is measured on the basis of average past trend of sales return as a percentage of sales. Revenue is adjusted
for the expected value of the returns and cost of sales are adjusted for the value of the corresponding goods to be
returned.
Legal Claims:
The provisions for indirect taxes and legal matters comprises of numerous separate cases that arise in the ordinary
course of business. A provision is recognised for legal cases; if company assesses that it is probable that an outflow
of economic resources will be required. These provisions have not been discounted as it is not practicable for the
Company to estimate the timing of the provision utilisation and cash outflows, if any, pending resolution.
NOTE :
Miscellaneous non-operating income includes ` 0.61 crore (Previous Year ` 0.60 crore), recovered from the GCPL ESOP Trust towards loan
repayment, which was earlier written off against reserves under a Scheme of Amalgamation approved by the Honble High Court of Bombay.
NOTE :
a) During the year, the Company has netted off the rental income in respect of corporate office premises amounting to ` 9.12 crore for
the year ended on March 31, 2017 (Previous Year ` 7.99 crore) with rental expenses amounting to ` 9.12 crore for the year ended on
March 31, 2017 (Previous Year ` 7.99 crore) in respect of similar premises in the same building.
b) Miscellaneous Expenses include the Companys share of various expenses incurred by group companies for sharing of services and
use of common facilities.
c) During the current year, the Company has paid ` 0.03 crore as donation to Armed Forces Flag Day included under Donations above.
d) During the previous year, the Company had paid ` 0.10 crore for an advertisement in the commemorative souvenir on Pandit
Jawaharlal Nehru published by the All India Congress Committee included under Advertising and Publicity above.
NOTE 38 : COMMITMENTS
Estimated value of contracts remaining to be executed on capital account to the extent not provided for : ` 46.72 crore
(31-Mar-16 ` 34.40 crore; 01-Apr-15 ` 39.43 crore), net of advances there against of ` 15.80 crore (31-Mar-16 ` 3.40
crore; 01-Apr-15 ` 20.30 crore).
NOTE 39 : DIVIDEND
The Board has declared a fourth interim dividend for the year 2016-17 on May 9, 2017 at the rate of ` 12 per share
(1200% of the face value of ` 1 each) amounting to ` 408.68 crore. The dividend distribution tax on the said dividend is `
83.20 crore.
` Crore
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
b) GUARANTEES GIVEN ON BEHALF OF SUBSIDIARIES
i) Guarantee amounting to USD 42.90 million (31-Mar-16 USD 57.20 278.21 378.98 -
million, 1-April-15 USD Nil) given by the Company to DBS Bank Ltd,
Singapore against loan provided to Godrej Mauritius Africa Holdings
Ltd.
ii) Guarantee amounting to USD 67.28 million (31-Mar-16 USD 84 436.31 556.54 525.00
million, 1-April-15 USD 84.0 million) given by the Company to The
Hongkong and Shanghai Banking Corporation Limited, Hongkong
(1-April-15 guarantee provided to The Hongkong and Shanghai
Banking Corporation Limited, Hongkong & Standard Chartered
Bank Mauritius Limited) against loan provided to Godrej East Africa
Holdings Limited
iii) Guarantee amounting to GBP NIL (31-Mar-16 GBP 0.55 million, - 5.25 45.77
1-April-15 GBP 4.95 million) given by the Company to The Hongkong
and Shanghai Banking Corporation Limited, Hongkong against loan
provided to Godrej Netherlands BV.
iv) Guarantee given by the Company to secure credit facilities extended - - 2.96
by Citibank Sri Lanka and Citibank Bangladesh to Godrej Household
Products (Lanka) Private Limited and Godrej Household Products
(Bangladesh) Private Limited respectively.
v) Guarantee amounting to USD NIL (31-Mar-16 USD 5.0 million, - 33.13 31.25
1-April-15 USD 5.0 million) given by the Company to The Hongkong
and Shanghai Banking Corporation Limited Hongkong towards
interest rate swap/derivative facilities provided to Godrej Netherlands
BV.
vi) Guarantee amounting to GBP 30.0 million (31 Mar-16 GBP 30.0 242.71 286.42 277.41
million, 1-April-15 GBP 30.0 million) to The Hongkong and Shanghai
Banking Corporation Limited, Hongkong towards loan provided to
Godrej Netherlands BV.
vii) Guarantee amounting to USD 145.2 million (31-Mar-16 USD 145.2 941.62 962.02 -
million, 1-April-15 USD NIL) given by the Company to The Hongkong
and Shanghai Banking Corporation Limited (Hongkong), DBS Bank
(Singapore) and Standard Chartered Bank Mauritius Limited against
loan provided to Godrej Mauritius Africa Holdings Ltd.
viii) Guarantee amounting to USD 34.32 million (31-Mar-16 USD 45.76 222.57 303.18 -
million, 1-April-15 USD NIL) given by the Company to Barclays
Bank PLC, London against loan provided to Godrej Mauritius Africa
Holdings Ltd.
ix) Guarantee amounting to USD 57.2 million (31-Mar-16 USD 57.20 370.94 378.98 -
million, 1-April-15 USD NIL) given by the Company to The Hongkong
and Shanghai Banking Corporation Limited & Standard Chartered
Bank Mauritius Limited against loan provided to Godrej East Africa
Holdings Limited.
x) Guarantee amounting to USD 88.0 million (31-Mar-16 USD NIL, 570.68 - -
1-April-15 USD NIL) given by the Company to DBS Bank Ltd
(Singapore) & Sumitomo Mitsui Banking Corporation (Singapore)
against loan provided to Godrej Consumer Products Holdings
Mauritius Ltd.
xi) Guarantee amounting to USD 121.0 million (31-Mar-16 USD NIL, 784.69 - -
1-April-15 USD NIL) given by the Company to The Bank of Tokyo-
Mitsubishi UFJ Ltd (London) against loan provided to Godrej SON
Holdings, Inc.
c) OTHER GUARANTEES
i) Guarantees issued by banks [secured by bank deposits under lien with 11.81 8.81 7.35
the bank ` 2.99 crore (31-Mar-16 ` 1.98 crore, 1-April-15 ` 2.10 crore)].
ii) Guarantee given by the Company to Yes Bank for credit facilities 0.80 0.80 0.80
extended to M/s. Broadcast Audience Research Council.
a) Holding Company:
Godrej & Boyce Mfg. Co. Limited (upto March 29, 2017)
b) Subsidiaries:
% Holding as at % Holding as at % Holding as at
Name of the Subsidiary Country
March 31, 2017 March 31, 2016 April 1, 2015
Godrej Netherland B.V. Netherlands 100% 100% 100%
Godrej (UK) Ltd UK 100% 100% 100%
Godrej Consumer Products (UK) Limited UK 100% 100% 100%
Godrej Consumer Investments (Chile) Spa Chile 100% 100% 100%
Godrej Holdings (Chile) Limitada Chile 100% 100% 100%
Cosmetica National Chile 100% 100% 60%
Plasticos National Chile 100% 100% 60%
Godrej South Africa Proprietary Limited South Africa 100% 100% 100%
Godrej Consumer Products Mauritius Limited Mauritius 100% 100% 100%
Godrej Consumer Products Holding (Mauritius) Mauritius 100% 100% 100%
Limited
Notes:
Pursuant to a Deed of Merger (the Scheme), sanctioned by a Dutch court, vide its order effective March 31, 2016, Godrej
Argentina Dutch Cooperatief UA has merged into Godrej Consumer Products Dutch Cooperatief UA, Godrej Netherlands
Argentina BV has merged into Godrej Consumer Holding (Netherlands) BV and Godrej Netherlands Argentina Holding BV merged
into Godrej Consumer Products (Netherlands) BV with effect from April 1, 2015. As per the Scheme, all investments made by
Godrej Netherlands Argentina BV and Godrej Netherlands Argentina Holding BV in Laboratoria Cuenca S.A, Issue Brazil, Consell
S.A, Argencos S.A and Panamar Producciones S.A have been respectively transferred to Godrej Consumer Holding (Netherlands)
BV and Godrej Consumer Products (Netherlands) BV.
c) Fellow Subsidiaries with whom transactions have taken place during the year:
i) Godrej Industries Limited
ii) Godrej Agrovet Limited
iii) Godrej Tyson Foods Limited
iv) Godrej Properties Limited
v) Natures Basket Limited
vi) Godrej Vikhroli Properties LLP
vii) Godrej Infotech Limited
viii) Godrej Projects Development Private Limited
ix) Godrej Anandan
x) Godrej One Premises Management Private Limited
xi) Godrej Seeds & Genetics Limited
xii) Godrej Seaview Properties Private Limited
d) Joint Venture:
% Holding as at % Holding as at % Holding as at
Name of the Joint Venture Country
March 31, 2017 March 31, 2016 April 1, 2015
Godrej Easy IP Holdings (FZC) (Dubai) Dubai 50% 50% 50%
e) Associate Company:
% Holding as at % Holding as at % Holding as at
Name of the Associate Company Country
March 31, 2017 March 31, 2016 April 1, 2015
Bhabhani Blunt Hairdressing Pvt Limited India 30% 30% 30%
f) Investing Entity in which the reporting entity is an Associate (w.e.f. March 30, 2017)
i) Godrej Industries Limited
ii) Godrej Seeds & Genetics Limited
g) Companies under common Control with whom transactions have taken place during the year
(w.e.f March 30, 2017)
i) Godrej & Boyce Mfg. Co. Limited
ii) Godrej Agrovet Limited
iii) Godrej Tyson Foods Limited
iv) Godrej Properties Limited
v) Natures Basket Limited
vi) Godrej Vikhroli Properties LLP
vii) Godrej Infotech Limited
viii) Godrej Projects Development Private Limited
ix) Godrej Anandan
x) Godrej One Premises Management Private Limited
xi) Godrej Seaview Properties Private Limited
j) Post employment Benefit Trust where the reporting entity exercises significant influence
i) Godrej Consumer Products Employees Provident Fund
225
NOTE 42 : LEASES
The Companys significant leasing agreements are in respect of operating lease for Computers and Premises (office,
godown, etc.) and the aggregate lease rentals payable are charged as rent. The Total lease payments accounted for the
year ended March 31, 2017 is ` 14.22 crore (previous year ` 15.41 crore).
The future minimum lease payments outstanding under non-cancellable operating leases are as follows:
` Crore
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Not later than one year 11.02 13.63 10.57
Later than one year and not later than five years 19.99 29.48 37.46
Later than five years - - 1.14
TOTAL 31.01 43.11 49.17
The Company has entered into an agreement to give one of its office building on operating lease effective May 2015.
Total lease rentals earned during the year ended March 31, 2017 amounting to ` 9.12 crore have been netted off against
rent expense of ` 9.12 crore in Note 36 for similar premises in the same building.
The future minimum lease rental receivable under the non-cancellable operating lease is as follows:
` Crore
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Not later than one year 9.12 9.12 7.99
Later than one year and not later than five years 19.39 28.52 36.50
Later than five years - - 1.14
TOTAL 28.51 37.64 45.63
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
In million In million In million
Forward Contracts to Purchase (USD) US $4.53 US $ 6.28 US $ 4.01
[12 contracts (31-Mar-16: 19 contracts; 1-Apr-15: 4 contracts)]
Spot Contract to Purchase (USD) $ - US $ 0.25 $ -
[NIL contracts (31-Mar-16: 1 contract; 1-Apr-15: NIL contracts)]
Forward Contracts to Sell (EUR) 1.05 4.76 2.00
[2 contracts (31-Mar-16: 11 contracts; 1-Apr-15: 3 contracts)]
Provident Fund:
The contributions to the Provident Fund of certain employees (including some employees of the erstwhile Godrej
Household Products Ltd) are made to a Government administered Provident Fund and there are no further
obligations beyond making such contribution. The Superannuation Fund constitutes an insured benefit, which is
classified as a defined contribution plan as the Company contributes to an Insurance Company and has no further
obligation beyond making payment to the insurance company.
Gratuity:
The Company participates in the Employees Group Gratuity-cum-Life Assurance Scheme of HDFC Standard
Life Insurance Co. Ltd., a funded defined benefit plan for qualifying employees. Gratuity is payable to all eligible
employees on death or on separation / termination in terms of the provisions of the Payment of Gratuity (Amendment)
Act, 1997, or as per the Companys scheme whichever is more beneficial to the employees.
The Gratuity scheme of the erstwhile Godrej Household Products Ltd., which was obtained pursuant to the Scheme of
Amalgamation, is funded through Unit Linked Gratuity Plan with HDFC Standard Life Insurance Company Limited.
The liability for the Defined Benefit Plan is provided on the basis of a valuation, using the Projected Unit Credit
Method, as at the Balance Sheet date, carried out by an independent actuary.
The Company has a gratuity trust. However, the Company funds its gratuity payouts from its cash flows. Accordingly,
the Company creates adequate provision in its books every year based on actuarial valuation.
These benefit plans expose the Company to actuarial risks, such as longevity risk, interest rate risk and investment
risk.
Provident Fund:
The Company manages the Provident Fund plan through a Provident Fund Trust for its employees which is permitted
under The Employees Provident Fund and Miscellaneous Provisions Act, 1952 and is actuarially valued. The plan
envisages contribution by the employer and employees and guarantees interest at the rate notified by the Provident
Fund authority. The contribution by employer and employee, together with interest, are payable at the time of
separation from service or retirement, whichever is earlier.
As at As at
March 31, 2017 March 31, 2016
x) Maturity Analysis of Projected Benefit Obligation: From the Fund
Projected Benefits Payable in Future Years From the Date of Reporting
Within the next 12 months 10.34 4.92
2nd Following Year 4.11 1.14
3rd Following Year 4.00 2.81
4th Following Year 4.21 1.32
5th Following Year 3.82 2.11
Sum of Years 6 To 10 19.14 12.28
xi) Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other
assumptions constant, would have affected the defined benefit obligation by the amounts shown below.
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide
an approximation of the sensitivity of the assumptions shown.
The method and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior
period.
Other details
Methodology Adopted for ALM Projected Unit Credit Method
Usefulness and Methodology adopted for Sensitivity analysis Sensitivity analysis is an analysis which will give the movement in
liability if the assumptions were not proved to be true on different
count. This only signifies the change in the liability if the difference
between assumed and the actual is not following the parameters
of the sensitivity analysis.
Comment on Quality of Assets Since investment is with insurance company, Assets are
considered to be secured.
Weighted average remaining contractual life of options as at 31st March, 2017 was 1.56 years (31-Mar-16: 1.95 years
and 01-Apr-15: 2.09 years).
Weighted average equity share price at the date of exercise of options during the year was ` 1,558.62 (previous year `
1223.84).
The fair value of the employee share options has been measured using the Black-Scholes formula. The following
assumptions were used for calculation of fair value of grants:
As at As at
March 31, 2017 March 31, 2016
Risk-free interest rate (%) 7.04% 8.71%
Expected life of options (years) 2.00 2.00
Expected volatility (%) 32.21% 33.20%
Dividend yield 0.39% 0.51%
The price of the underlying share in market at the time of option grant (`) 1481.60 1124.20
III. Pursuant to SEBI notification dated January 17, 2013, no further securities of the Company will be purchased
from the open market.
Other
Particulars SBNs denomination Total
notes
Closing Cash on Hand as on 08.11.2016 7,64,000 1,51,420 9,15,420
(+) Permitted Receipts 17,500 6,36,140 6,53,640
(-) Permitted Payments - 3,76,875 3,76,875
(-) Amount Deposited in Banks 7,81,500 24,094 8,05,594
Closing Cash on Hand as on 30.12.2016 - 3,86,591 3,86,591
The term Specified Bank Notes shall have the same meaning provided in the notifications of the Government of India, in
the Ministry of Finance, Department of Economic Affairs number S.O. 3407 (E ), dated 8th November, 2016.
233
234
` Crore
As at March 31, 2015 Carrying amount / Fair Value Fair value Hierarchy
FVTPL FVTOCI Amortised Total Level 1 Level 2 Level 3 Total
Cost
Financial assets
Non Current
Loans - - 14.80 14.80 - - - -
Other Non-Current Financial Assets - - 0.06 0.06 - - - -
Current
Investments
Mutual Funds 151.59 - - 151.59 - 151.59 - 151.59
Trade receivables - - 142.94 142.94 - - - -
Cash and cash equivalents - - 169.86 169.86 - - - -
Other Bank balances - - 332.61 332.61 - - - -
Loans 0.32 0.32
Other Current Financial Assets (including Derivative Financial 1.46 - 2.25 3.71 - 1.46 - 1.46
Instruments)
153.05 - 662.84 815.89 - 153.05 - 153.05
Financial liabilities
Current
Borrowings (Cash Credit) - - 0.34 0.34 - - - -
Trade and other payables - - 992.12 992.12 - - - -
Other Current financial liabilities
Current maturities of long term debt - - 260.20 260.20 - 260.20 - 260.20
Others - - 31.47 31.47 - - - -
- - 1,284.13 1,284.13 - 260.20 - 260.20
Level - 1 : quoted prices (unadjusted) in active markets for identical assets or liabilities
Level - 2 : inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level - 3 :inputs for the asset or liability that are not based on observable market data (unobservable inputs)
235
NOTE 49 : FINANCIAL RISK MANAGEMENT
The activities of the Company exposes it to a number of financial risks namely market risk, credit risk and liquidity
risk. The Company seeks to minimize the potential impact of unpredictability of the financial markets on its financial
performance. The Company has constituted a Risk Management Committee and risk management policies which are
approved by the Board to identify and analyze the risks faced by the Company and to set and monitor appropriate risk
limits and controls for mitigation of the risks.
Exposure to currency risk (Exposure in different currencies converted to functional currency i.e. INR)
The currency profile of financial assets and financial liabilities as at March 31, 2017, March 31, 2016 and April 1, 2015
are as below:
` Crore
March 31, 2017 March 31, 2017 March 31, 2017 March 31, 2017 March 31, 2017 March 31, 2017
GBP USD EURO ZAR AED Others
Financial assets
Cash and cash equivalents - 27.96 0.27 - - -
Trade and other receivables 1.29 60.55 28.56 - 1.11 -
Less: Forward contracts for - - (7.28) - - -
trade receivables
Other Non-Current Financial - 12.02 - - - -
Assets
Other Current Financial - 3.94 - - - -
Assets
1.29 104.47 21.55 - 1.11 -
Financial liabilities
Trade and other payables 0.44 109.63 5.93 - - -
Less: Forward contracts for - (29.35) - - - -
trade payables
Other Current Financial - 0.12 - - - -
Liabilities
0.44 80.40 5.93 - - -
Net exposure 0.85 24.07 15.62 - 1.11 -
` Crore
March 31, 2016 March 31, 2016 March 31, 2016 March 31, 2016 March 31, 2016 March 31, 2016
GBP USD EURO ZAR AED Others
Financial assets
Cash and cash equivalents - 5.21 0.05 - - -
Trade and other receivables 0.27 76.44 34.27 - - -
Less: Forward contracts for - - (32.12) - - -
trade receivables
0.27 81.65 2.21 - - -
Financial liabilities
Trade and other payables - 97.70 5.89 - - -
Less: Forward contracts for - (16.78) - - - -
trade payables
- 80.93 5.89 - - -
Forecasted sales - - 3.77 - - -
Less: Forward contracts on - - (3.77) - - -
forecasted sales
Net exposure 0.27 0.72 (3.69) - - -
The following significant exchange rates have been applied during the year.
Sensitivity analysis
A reasonably possible 5% strengthening (weakening) of the Indian Rupee against GBP/USD/EURO/AED at March 31
would have affected the measurement of financial instruments denominated in GBP/USD/EURO/AED and affected profit
or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain
constant and ignores any impact of forecast sales and purchases.
` Crore
Profit or loss
Effect in INR Strengthening Weakening
March 31, 2017
5% movement
GBP 0.04 (0.04)
USD 1.20 (1.20)
EUR 0.78 (0.78)
AED 0.06 (0.06)
2.08 (2.08)
` Crore
Profit or loss
Effect in INR Strengthening Weakening
March 31, 2016
5% movement 0.01 (0.01)
GBP 0.04 (0.04)
USD (0.18) 0.18
EUR (0.13) 0.13
Management believes that the unimpaired amounts that are past due by more than 30 days are still collectible in full,
based on historical payment behaviour and extensive analysis of customer credit risk, including underlying customers
credit ratings if they are available.
Trade receivables
Impairments
Balance as at April 1, 2015 6.74
Impairment loss recognised 0.18
Amounts written off (3.92)
Balance as at March 31, 2016 3.00
Impairment loss recognised 2.07
Balance as at March 31, 2017 5.07
` Crore
Contractual cash flows
March 31, 2016 Carrying Less than More than 5
Total 1-2 years 2-5 years
amount 1 Year years
Non-derivative financial liabilities
Export packing credit 2.75 2.75 2.75 - - -
Trade and other payables 851.32 851.32 851.32 - - -
Other Financial Liabilities 21.36 21.36 21.36 - - -
Derivative financial liabilities
Forward exchange contracts used for hedging
- Outflow 53.07 53.07 53.07 - - -
- Inflow 52.55 52.55 52.55 - - -
` Crore
Contractual cash flows
April 1, 2015 Carrying Less than More than 5
Total 1-2 years 2-5 years
amount 1 Year years
Non-derivative financial liabilities
Zero Coupon, Unsecured, Redeemable, Non 260.20 277.64 277.64 - - -
Convertible Debenture
Working capital loans from banks 0.34 0.34 0.34 - - -
Trade and other payables 992.12 992.12 992.12 - - -
Other Financial Liabilities 31.47 31.47 31.47 - - -
Derivative financial liabilities
Forward exchange contracts used for hedging
- Outflow 41.40 41.40 41.40 - - -
- Inflow 42.86 42.86 42.86 - - -
The tables below provide details of the derivatives that have been designated as cash flow hedges for the year
presented:
Disclosure of effects of hedge accounting on financial performance for the year ended March 31, 2017
(ii) Share-based payment exemption: The Company has elected not to apply Ind AS 102, Share Based Payment,
to grants that vested prior to the date of transition i.e. April 1, 2015
(iii) Property, plant and equipment exemption: The Company has elected to apply the exemption available under
Ind AS 101 to continue the carrying value for all of its property, plant and equipment as recognised in the financial
statements as at the date of transition to Ind ASs, measured as per the previous GAAP and use that as its deemed
cost as at the date of transition (April 1, 2015).
(iv) Investment in subsidiaries and associates: The Company has elected to apply the exemption available
under Ind AS 101 to continue the carrying value for its investments in subsidiaries and associates property as
recognised in the financial statements as at the date of transition to Ind ASs, measured as per the previous GAAP
as at the date of transition (April 1, 2015).
* Other IND AS adjustments include notional income from corporate guarantees in favour of subsidiaries, fair valuation of financial
instruments, discounting of trade payables on deferred settlement basis, accounting for sales return, etc.
** Other IND AS adjustments include provision for sales return, reversal of purchased goodwill amortised under Indian GAAP, etc
iii) Adjustment to the Statement of Cash Flows for the year ended 31st March, 2016
There were no material differences between the Statement of Cash Flows presented under Ind AS and previous
GAAP
Note:
Previous GAAP figures have been reclassified/regrouped wherever necessary to conform with Financial Statments
prepared under Ind AS
NOTE 54 :
The financial statements were authorised for issue by the Board of Directors on May 9, 2017.
NOTE 55 : GENERAL
All amounts disclosed in the financial statements and notes have been rounded off to the nearest crore as per the
requirements of Schedule III, unless otherwise stated.
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INDEPENDENT AUDITORS associate in accordance with the section 143(10) of the Act. Those
REPORT accounting principles generally Standards require that we comply
accepted in India, including the with ethical requirements and plan
TO THE MEMBERS OF GODREJ Indian Accounting Standards (Ind AS) and perform the audit to obtain
CONSUMER PRODUCTS LIMITED prescribed under section 133 of the reasonable assurance about whether
Act, read with relevant rules issued the consolidated Ind AS financial
Report on the Consolidated IND AS
thereunder. statements are free from material
Financial Statements
The respective Board of Directors of misstatement.
We have audited the accompanying
the companies included in the Group An audit involves performing
Consolidated Ind AS Financial
and associate are responsible for procedures to obtain audit
Statements of GODREJ CONSUMER
maintenance of adequate accounting evidence about the amounts and
PRODUCTS LIMITED (hereinafter
records in accordance with the the disclosures in the consolidated
referred to as the Holding
provisions of the Act for safeguarding
Company) and its subsidiaries (the Ind AS financial statements. The
the assets of the Group and for
Holding Company and its subsidiaries procedures selected depend on the
preventing and detecting frauds and
together referred to as the Group) auditors judgment, including the
other irregularities; the selection and
and an associate, comprising of the assessment of the risks of material
application of appropriate accounting
Consolidated Balance Sheet as at misstatement of the consolidated Ind
policies; making judgments and
March 31, 2017, the Consolidated AS financial statements, whether due
estimates that are reasonable and
Statement of Profit and Loss to fraud or error. In making those risk
prudent; and design, implementation
(including other comprehensive assessments, the auditor considers
and maintenance of adequate internal
income), the Consolidated Statement internal financial control relevant to
financial controls, that were operating
of Cash Flows and the Consolidated the Holding Companys preparation
effectively for ensuring the accuracy
Statement of Changes in Equity for of the consolidated Ind AS financial
and completeness of the accounting
the year then ended and a summary statements that give a true and
records, relevant to the preparation
of the significant accounting policies fair view in order to design audit
and presentation of the Consolidated
and other explanatory information procedures that are appropriate in the
Ind AS financial statements that give
(hereinafter referred to as the circumstances. An audit also includes
a true and fair view and are free from
Consolidated Ind AS Financial evaluating the appropriateness of
material misstatement, whether due to
Statements). the accounting policies used and the
fraud or error.
reasonableness of the accounting
Managements Responsibility for
Auditors Responsibility estimates made by the Holding
the Consolidated Ind AS Financial
Our responsibility is to express an Companys Board of Directors, as well
Statements
opinion on these consolidated Ind as evaluating the overall presentation
The Holding Companys Board
AS financial statements based on our of the consolidated Ind AS financial
of Directors is responsible for the
audit. statements.
matters stated in Section 134(5) of
the Companies Act, 2013 (the Act) We have taken into account the We believe that the audit evidence
with respect to the preparation of provisions of the Act, the accounting obtained by us and the audit
these Consolidated Ind AS Financial and auditing standards and matters evidence obtained by the other
Statements that give a true and fair which are required to be included in auditors in terms of their reports
view of the consolidated financial the audit report under the provisions referred to in sub-paragraph (a) of
position, consolidated financial of the Act and the Rules made the Other Matters paragraph below,
performance including other thereunder. is sufficient and appropriate to
comprehensive income, consolidated We conducted our audit in provide a basis for our audit opinion
cash flows and consolidated changes accordance with the Standards on the consolidated Ind AS financial
in equity of the Group including its on Auditing specified under statements.
testing and evaluating the design and the assets of the Company; subject to the risk that the internal
operating effectiveness of internal 2) provide reasonable assurance financial control over financial
control based on the assessed risk. that transactions are recorded reporting may become inadequate
The procedures selected depend as necessary to permit because of changes in conditions,
on the auditors judgment, including preparation of financial or that the degree of compliance
the assessment of the risks of statements in accordance with with the policies or procedures
material misstatement of the financial generally accepted accounting may deteriorate.
statements, whether due to fraud or principles, and that receipts
error. and expenditures of the Opinion
We believe that the audit evidence Company are being made only in In our opinion, the Holding Company
we have obtained is sufficient and accordance with authorizations of has, in all material respects, an
appropriate to provide a basis for management and directors of the adequate internal financial controls
our audit opinion on the Companys Company; and system over financial reporting and
internal financial controls system over 3) provide reasonable assurance such internal financial controls over
financial reporting. regarding prevention or timely financial reporting were operating
detection of unauthorized effectively as at March 31, 2017,
Meaning of Internal Financial acquisition, use, or disposition of based on the internal control over
Controls over Financial Reporting the Companys assets that could financial reporting criteria established
A companys internal financial have a material effect on the by the Holding Company considering
control over financial reporting is financial statements. the essential components of internal
a process designed to provide Inherent Limitations of Internal control stated in the Guidance Note
reasonable assurance regarding Financial Controls over on Audit of Internal Financial Controls
the reliability of financial reporting Financial Reporting over Financial Reporting issued by
and the preparation of financial Because of the inherent limitations the Institute of Chartered Accountants
statements for external purposes in of internal financial controls over of India.
accordance with generally accepted financial reporting, including the For KALYANIWALLA & MISTRY LLP
accounting principles. A Companys possibility of collusion or improper Chartered Accountants
internal financial control over financial management override of controls, Firm Registration No. 104607W/
reporting includes those policies and material misstatements due to W100166
procedures that: error or fraud may occur and not
Roshni R. Marfatia
1) pertain to the maintenance of be detected. Also, projections
Partner
records that, in reasonable detail, of any evaluation of the internal
M. No.: 106548
accurately and fairly reflect the financial controls over financial
transactions and dispositions of reporting to future periods are Mumbai: May 9, 2017
The accompanying notes are an integral part of the Consolidated Financial Statements.
As per our Report attached Signatures to the Financial Statements
For Kalyaniwalla & Mistry LLP For and on behalf of the Board
Chartered Accountants
Firm Regn No. 104607W/W100166 Adi Godrej
Chairman
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2017
` Crore
Year ended Year ended
Particulars Note No.
March 31, 2017 March 31, 2016
Revenue
I. Revenue from Operations 30 9,608.80 8,753.06
II. Other income 31 75.30 83.90
III. Total Income (I+II) 9,684.10 8,836.96
IV. Expenses
Cost of Materials Consumed 32 3,801.91 3,457.78
Purchases of Stock-in-Trade 463.94 501.36
Changes in Inventories of Finished Goods, Stock-in-Trade and Work-in-Progress 33 (133.33) (91.90)
Excise Duty 340.89 329.18
Employee Benefits Expenses 34 988.46 944.13
Finance Costs 35 145.22 119.01
Depreciation and Amortization Expenses 36 141.57 100.63
Other Expenses 37 2,249.21 1,976.69
Total Expenses 7,997.87 7,336.88
V. Profit before Exceptional Items, Share of Net Profits of equity accounted 1,686.23 1,500.08
investees and Tax (III-IV)
VI. Share of Profit of equity accounted investees (net of income tax) 0.82 0.10
VII Profit before Exceptional Items and Tax (V+VI) 1,687.05 1,500.18
VIII. Exceptional Items 38 0.08 (333.51)
IX. Profit before Tax (VII+VIII) 1,687.13 1,166.67
X. Tax expense:
(i) Current Tax 9A 369.17 327.12
(ii) Deferred Tax 9A 9.99 8.93
Total Tax Expense 379.16 336.05
XI. Profit for the Year (IX-X) 1,307.97 830.62
XII. Other Comprehensive Income
A (i) Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans (12.95) (6.52)
(ii) Income tax relating to items that will not be reclassified to profit or loss 9A 6.60 1.74
(6.35) (4.78)
B (i) Items that will be reclassified to profit or loss
a) Exchange differences in translating financial statements of foreign operations (90.67) (66.15)
b) The effective portion of gains and loss on hedging instruments in a cash flow hedge 13.20 -
(ii) Income tax relating to items that will be reclassified to profit or loss 9A 0.41
(77.06) (66.15)
Other Comprehensive Income (net of income tax) (83.41) (70.93)
XIII. Total Comprehensive Income for the year 1,224.56 759.69
Profit attributable to:
Owners of the Company 1,304.08 827.61
Non-controlling interests 3.89 3.01
Other Comprehensive Income attributable to:
Owners of the Company (83.41) (70.93)
Non-controlling interests - -
Total Comprehensive Income attributable to:
Owners of the Company 1,220.67 756.68
Non-controlling interests 3.89 3.01
XIV. Earnings per equity share
1. Basic 39 38.29 24.30
2. Diluted 38.28 24.30
The accompanying notes are an integral part of the Consolidated Financial Statements.
As per our Report attached Signatures to the Financial Statements
For Kalyaniwalla & Mistry LLP For and on behalf of the Board
Chartered Accountants
Firm Regn No. 104607W/W100166 Adi Godrej
Chairman
Adjustments for :
Inventories 46.09 (235.27)
Trade Receivables 171.92 (322.71)
Loans and Advances (2.87) 1.20
Other Assets (86.80) (56.73)
Trade and other payables 205.86 17.45
Other Liabilities and Provisions 22.10 131.53
356.30 (464.53)
Cash generated from Operations 2,232.37 1,204.20
Direct Taxes paid (407.29) (336.03)
Cash Flow before exceptional items 1,825.08 868.27
Exceptional Items:
Restructuring Cost (20.09) (20.90)
Net Cash Flows From Operating Activities 1,804.99 847.37
` Crore
Year ended Year ended
March 31, 2017 March 31, 2016
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Allotment of Equity Shares under ESGS 0.01 0.01
Issue of Debentures (Net of Expenses) - (0.25)
Loans and borrowings (Net) 1,024.34 419.61
Redemption of Debentures (including Premium on Redemption) - (277.64)
Interest expense and Discounting Charges Paid (124.05) (118.81)
Dividend Paid (195.78) (187.27)
Dividend Tax Paid (39.87) (38.12)
Net Cash Flows from Financing Activities 664.65 (202.47)
Note:
1. The above cash flow statement includes amount of ` 16.52 crore (previous year ` 14.57 crore) on account of Corporate Social
Responsibility expenditure which has been fully paid.
2. The above statement of cash flow has been prepared under the Indirect Method as set out in IND AS 7, Statement of Cash Flows.
257
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2017
1) CORPORATE INFORMATION Companies (Indian Accounting b. Basis of measurement
Godrej Consumer Products Standards) Rules, 2015 as These Consolidated financial
Limited (the Company) was amended by the Companies statements have been prepared
incorporated on November (Indian Accounting Standards) on a historical cost basis,
29, 2000, to take over as a Rules, 2016 and other relevant except for the following assets
going concern the consumer provisions of the Act. and liabilities which have been
products business of Godrej The Consolidated financial measured at fair value or revalued
Soaps Limited (subsequently statements upto year ended amount:
renamed as Godrej Industries March 31, 2016 were prepared in Certain financial assets and
Limited), pursuant to a Scheme accordance with the accounting liabilities (including derivative
of Arrangement as approved standards notified under the instruments) measured at
by the High Court, Mumbai. Companies (Accounting Standard) fair value (refer accounting
The Company is a fast moving Rules 2006 and other relevant policy regarding financial
Consumer Goods Company, provisions of the Act, considered instruments),
manufacturing and marketing as the Previous GAAP Defined benefit plans plan
Household and Personal Care These Consolidated financial assets and shared based
products. The Company is a statements are the Companys payments measured at fair
public company limited by shares, first Ind AS financial statements value
incorporated and domiciled in and are covered by Ind AS Assets held for sale
India and is listed on the Bombay 101, First-time adoption of measured at lower of carrying
Stock Exchange (BSE) and the Indian Accounting Standards. value or fair value less cost to
National Stock Exchange (NSE). An explanation of how the sell
The Companys registered office transition to Ind AS has affected
is at 4th Floor, Godrej One, the Companys equity financial c. Principles of consolidation
Pirojshanagar, Eastern Express position, financial performance
i. Subsidiaries
Highway, Vikhroli (east), Mumbai and its cash flows is provided in
Subsidiaries are all entities over
400 079. Note 57.
which the group has control.
Current versus non-current
2) BASIS OF PREPARATION, Control is achieved when the
classification
MEASUREMENT AND Group is exposed, or has rights,
All assets and liabilities have
SIGNIFICANT ACCOUNTING to variable returns from its
been classified as current or
POLICIES involvement with the investee
non-current as per the Companys
and has the ability to affect those
normal operating cycle and
2.1 Basis of preparation and returns through its power over the
other criteria set out in the
measurement investee. Specifically, the Group
Schedule III to the Companies
controls an investee if, and only if,
a. Basis of preparation Act, 2013. Based on the nature
the Group has:
The Consolidated financial of products and the time taken
Power over the investee (i.e.
statements have been prepared between acquisition of assets for
existing rights that give it
in accordance with Indian processing and their realization
the current ability to direct
Accounting Standards (Ind in cash and cash equivalent, the
the relevant activities of the
AS) as notified by Ministry of Company has ascertained its
investees).
Corporate Affairs pursuant to operating cycle as twelve months
Exposure, or rights, to variable
Section 133 of the Companies for the purpose of the classification
returns from its involvement
Act, 2013 (Act) read with the of assets and liabilities into current
with the investee,
and non-current.
The ability to use its power a subsidiary, it derecognises prepared in accordance with
over the investee to affect its the related assets (including (Ind AS) 110 - Consolidated
returns. goodwill), liability, non- Financial Statements. The financial
Generally, there is a controlling interest and other statements of the parent and its
presumption that a majority components of equity while subsidiaries are combined on a
of voting rights result in any resultant gain or loss is line by line basis and intra group
control. To support this recognized in statement of balances, intra group transactions
presumption and when the profit and loss. Any investment and unrealized profits or losses
Group has less than majority retained is recognized at fair are fully eliminated.
of the voting or similar rights value. iii. The consolidated financial
of an investee, the Group Non-controlling interest statements are prepared by
considers all relevant facts and in the results and equity adopting uniform accounting
circumstances in assessing of subsidiaries as shown policies for like transactions
whether it has power over and separately in the consolidated and other events in similar
investee, including statement of profit and loss, circumstances and are presented
The Contractual arrangement consolidated statement of to the extent possible, in the same
with the other vote holders of change in equity and balance manner as the parent companys
the investee, sheet respectively. separate financial statements
Rights arising from other For a written put or forward unless stated otherwise.
contractual arrangements, with non controlling interests, iv. The Audited financial statements
The Groups voting rights and the Company applies the of the subsidiaries used in the
potential voting rights. anticipated acquisition method consolidation are drawn up to
The Group re-assesses for consolidation i.e as if the the same reporting date as of the
whether or not it controls put option has been exercised Holding Company i.e. up to March
an investee if facts and already or the forward had 31, 2017.
circumstances indicate that been satisfied by the non v. In the consolidated financial
there are changes to one or controlling sharheolders. Such statements, Goodwill represents
more of the three elements put options are recognised the excess of the cost to the
of control. Consolidation of a as financial liabilities and Company of its investment in
subsidiary begins when the recognised at present value the subsidiaries over its share of
Group obtains control over of the expected payments. equity, at the respective dates
the subsidiary and ceases Changes in the subsequent on which the investments are
when the Group loses control measurement of the liability made. Alternatively, where the
of the subsidiary. Assets, is recorded through equity. share of equity as on the date of
liability, income and expenses However, in case of a forward investment is in excess of cost
of a subsidiary acquired or contract or call and put option of investment, it is recognized
disposed of during the year are together, the changes are as Capital Reserve in the
included in the consolidated recorded in the profit and loss Consolidated financial statements.
financial statements from the account vi. Profit or loss and each component
date the Group gains control ii. The consolidated financial of other comprehensive income
until the date the Group ceases statements relate to Godrej are attributed to the equity holders
to control the subsidiary. Consumer Products Limited, of the parents of the Group and to
A change in the ownership the Holding Company and its the non-controlling interest, even
interest of a subsidiary, without subsidiaries. The consolidation if this results in the non-controlling
a loss of control, is accounted of accounts of the Company interests have a deficit balances.
for as an equity transaction. with its subsidiaries (collectively When necessary, adjustments
If the Group loses control over known as Group) has been are made to the financial
joint venture is included in the If there is such evidence, the & 29)
carrying amount of the investment Group calculates the amount vi. Fair valuation of employee
and is not tested for impairment of impairment as the difference share options, Key
individually. between the recoverable amount assumptions made with
The Consolidated statement of the associates and its carrying respect to expected volatility;
of profit and loss reflects the value, and recognises the loss as (Note 47)
Groups share of the results of Share of profit of an associate or vii. Rebates and sales incentives
operations of the associates or a joint venture in the consolidated accruals
joint venture. Any change in other statement of profit and loss viii. Fair value of financial
comprehensive income of those instruments (Note 50)
investees is presented as part of 2.2 Key estimates and assumptions
the Groups other comprehensive In preparing these Consolidated 2.3 Measurement of fair values
income. In addition, when there financial statements, management The Group accounting policies
has been a change recognized has made judgements, estimates and disclosures require financial
directly in the equity of the and assumptions that affect the instruments to be measured at
associates or a joint venture, the application of accounting policies fair values.
Group recognizes its share of any and the reported amounts of The Group has an established
changes, when applicable, in the assets, liabilities, income and control framework with respect
statement of changes in equity expenses. Actual results may to the measurement of fair
Unrealised gains and losses differ from these estimates. values. The Group uses valuation
resulting from transactions The areas involving critical techniques that are appropriate in
between the Group and the estimates or judgements are: the circumstances and for which
associated are eliminated to i. Determination of the estimated sufficient data are available to
the extent of the interest in the useful lives of tangible assets measure fair value, maximizing
associate. and the assessment as to the use of relevant observable
The aggregate of the Groups which components of the cost inputs and minimizing the use of
share of profit and loss of an may be capitalized; (Note 3) unobservable inputs.
associate and a joint venture ii. Determination of the estimated The management regularly
is shown on the face of the useful lives of intangible assets reviews significant unobservable
Consolidated statement of profit and determining intangible inputs and valuation adjustments.
and loss outside operating profit assets having an indefinite If third party information, such as
and represents profit and loss useful life; (Note 4) broker quotes or pricing services,
after tax of the associate. iii. Recognition and measurement is used to measure fair values,
The Consolidated financial of defined benefit obligations, then the management assesses
statement of the associate are key actuarial assumptions; the evidence obtained from
prepared for the same reporting (Note 46) the third parties to support the
period as of the Group. iv. Recognition of deferred tax conclusion that such valuations
After application of the equity assets, availability of future meet the requirements of Ind AS,
method, the Group determines taxable profit against which tax including the level in the fair value
whether it is necessary to losses carried forward can be hierarchy in which such valuations
recognize an impairment loss on used; (Note 9D) should be classified.
its investment in its associates or v. Recognition and Fair values are categorised into
a joint venture. At each reporting measurement of provisions different levels in a fair value
date, the Group determines and contingencies, key hierarchy based on the inputs
whether there is objective assumptions about the used in the valuation techniques
evidence that the investment likelihood and magnitude of an as follows.
in the associate is impaired. outflow of resources; (Note 23 Level 1: quoted prices
restoring the item and restoring of the unexpired period of the Other intangible assets
the site on which it is located. lease and the estimated useful Intangible assets with definite
If significant parts of an item of life of the assets. lives are amortised over the useful
property, plant and equipment Office Equipments are economic life and assessed for
have different useful lives, depreciated over 5 to 10 years. impairment whenever there is an
then they are accounted for Tools are depreciated over a indication that the intangible asset
as separate items (major period of 9 years, and dies and may be impaired. The amortization
components) of property, plant moulds over 3 years. method and period are reviewed
and equipment. Vehicles are depreciated over at least at the end of each
Any gain or loss on derecognition a period ranging from 5 years reporting period. Changes in the
of an item of property, plant expected useful life or expected
to 8 years depending on the
and equipment is included in pattern of consumption of future
use of vehicles.
profit or loss when the item is economic benefits embodied
In some of the subsidiaries,
derecognised. in the assets are considered to
useful lives are estimated to be
Subsequent expenditure modify amortization period or
lower or higher as compared
Subsequent costs are included method, as appropriate, and are
to useful lives defined in
in the assets carrying amount treated as changes in accounting
Schedule II of the Companies
or recognized as a separate estimates.
Act 2013 for certain class of
asset, as appropriate only if it is
assets due to geographical Intangible assets with indefinite
probable that the future economic
environment. useful lives are not amortised,
benefits associated with the item
Depreciation methods, but are tested for impairment
will flow to the Group and that the
useful lives and residual annually. The assessment of
cost of the item can be reliably
values are reviewed at each indefinite life is reviewed annually
measured. The carrying amount of
reporting date and adjusted if to determine whether the indefinite
any component accounted for as
appropriate life continues to be supportable. If
a separate asset is derecognized
not the change in useful life from
when replaced. All other repair
b. Intangible Assets indefinite to finite is made on a
and maintenance are charged to
Intangible assets acquired prospective basis.
profit and loss during the reporting
separately are measured on initial Gains or losses arising from
period in which they are incurred.
recognition at cost. The cost of derecognition of an intangible
Depreciation
intangible assets acquired in a asset are measured as the
Depreciation is provided, under the
Straight Line Method, pro rata to business combination is their fair difference between the net
the period of use, based on useful value at the date of acquisition. disposal proceeds and the
lives specified in Schedule II to the Following initial recognition, carrying amount of the asset and
Companies Act, 2013 except the intangible assets are carried are recognized in the statement
following items where useful lives at cost less any accumulated of profit or loss when the asset is
estimated by the management impairment losses. Internally derecognized.
based on internal technical generated intangibles, excluding Goodwill
assessment, past trends and eligible development costs are Goodwill on acquisition of
expected operational lives differ not capitalized and the related subsidiaries is included in
from those provided in Schedule II expenditure is reflected in profit intangible assets. Goodwill is
of the Companies Act 2013: and loss in the period in which the not amortised but it is tested for
Leasehold land is amortised expenditure is incurred. impairment annually or more
equally over the lease period. The useful lives of intangible frequently if events or changes in
Leasehold Improvements are assets are assessed as either circumstances indicate that the
depreciated over the shorter finite or indefinite. asset may be impaired, and is
Debt instruments at fair value Note 51B. Equity instruments included within
through other comprehensive Debt instrument at fair value the FVTPL category are measured
income (FVTOCI) through profit and loss (FVTPL) at fair value with all changes
Debt instruments, derivatives Any debt instrument, which recognized in the profit and loss.
and equity instruments at fair does not meet the criteria for Derecognition
value through Profit and Loss categorization as at amortized A financial asset (or, where
account (FVTPL) cost or as FVOCI, is classified as applicable, a part of a financial
Equity instruments measured at FVTPL. asset or a part of a group of
at fair value through other In addition, the Group may, at similar financial assets) is primarily
comprehensive income initial recognition, irrevocably derecognised (i.e. removed from
(FVTOCI) designate a debt instrument, the Group balance sheet) when:
on the basis of its business which otherwise meets amortized The contractual rights to receive
model for managing the cost or FVOCI criteria, as at cash flows from the financial asset
financial assets and the FVTPL. However, such election is have expired, or
contractual cash flow allowed only if doing so reduces The Group has transferred its
characteristics of the financial or eliminates a measurement or rights to receive cash flows from
asset. recognition inconsistency (referred the asset or has assumed an
Debt instruments at amortised cost to as accounting mismatch). obligation to pay the received
A debt instrument is measured Debt instruments included within cash flows in full without material
at the amortised cost if both the the FVTPL category are measured delay to a third party under a
following conditions are met. The at fair value with all changes pass-through arrangement;
asset is held within a business recognized in the profit and loss. and either (a) the Group has
model whose objective is to hold Equity investments all equity transferred substantially all
assets for collecting contractual investments within the scope of the risks and rewards of the
cash flows, and Contractual terms Ind-AS 109 are measured at fair asset, or (b) the Group has
of the asset give rise on specified value. Equity instruments which neither transferred nor retained
dates to cash flows that are solely are held for trading are classified substantially all the risks and
payments of principal and interest as at FVTPL. For all other equity rewards of the asset, but has
(SPPI) on the principal amount instruments, the Group decides transferred control of the asset.
outstanding. to classify the same either as When the Group has transferred
After initial measurement, such at FVOCI or FVTPL. The Group its rights to receive cash flows
financial assets are subsequently makes such election on an from an asset or has entered into
measured at amortised cost instrument-by-instrument basis. a pass-through arrangement, it
using the effective interest rate The classification is made on initial evaluates if and to what extent
(EIR) method. Amortised cost is recognition and is irrevocable. it has retained the risks and
calculated by taking into account If the Group decides to classify rewards of ownership. When
any discount or premium on an equity instrument as at FVOCI, it has neither transferred nor
acquisition and fees or costs that then all fair value changes on the retained substantially all of the
are an integral part of the EIR. instrument, excluding dividends, risks and rewards of the asset,
The EIR amortisation is included are recognized in the other nor transferred control of the
in finance income in the profit comprehensive income. There is asset, the Group continues to
or loss. The losses arising from no recycling of the amounts from recognise the transferred asset to
impairment are recognised in other comprehensive income to the extent of the Group continuing
the profit or loss. This category profit and loss, even on sale of involvement. In that case, the
generally applies to trade and investment. However, the Group Group also recognises an
other receivables. For more may transfer the cumulative gain associated liability. The transferred
information on receivables, refer to or loss within equity. asset and the associated liability
the recognised amounts and includes the Group risk exercised, the hedge accounting
there is an intention to settle on management objective and is discontinued prospectively.
a net basis, or to to realise the strategy for undertaking the When hedge accounting for a
assets and settle the liabilities hedge, the hedging economic cash flow hedge is discontinued,
simultaneously relationship the hedged item or the amount the has been
transaction the nature of the risk accumulated in other equity
g. Derivative financial instruments being hedged, hedge ration and remains there until is reclassified
and hedge accounting how the entity will assess the to profit and loss account in the
The Group uses derivative effectiveness of changes in the same period or periods as the
financial instruments, such as hedging instruments fair value in hedged expected future cash
forward currency contracts, offsetting the exposure to changes flows affect profit or loss.
futures and interest rate swaps, to in hedged items fair value or cash
hedge its foreign currency risks flows attributable to the hedged h. Inventories
and interest rate risks respectively. risk. Such hedges are expected Inventories are valued at lower of
Such derivative financial to be highly effective in achieving cost and net realizable value. Net
instruments are initially recognised offsetting changes in fair value or realizable value is the estimated
at fair value on the date on which cash flows and are assessed on selling price in the ordinary course
a derivative contract is entered an ongoing basis to determine of business, less estimated costs
into and are subsequently re- that they actually have been highly of completion and the estimated
measured at fair value. Derivatives effective throughout the financial costs necessary to make the
are carried as financial assets reporting periods for which they sale. Costs are computed on the
when the fair value is positive and are designated. weighted average basis and are
as financial liabilities when the fair Cash flow hedges net of recoverable tax credits.
value is negative. When a derivative is designed Raw materials, Packing materials
Any gains or losses arising as a cash flow hedging and Stores; Costs includes cost of
from changes in the fair value instrument, the effective portion purchase and other costs incurred
of derivatives are taken directly of changes in the fair value of in bringing each product to its
to profit and loss, except for the the derivative is recognized in present location and condition.
effective portion of cash flow other comprehensive income Finished goods and work-
hedges, which is recognized in and accumulated in the other in-progress: In the case of
other comprehensive income and equity under effective portion of manufactured inventories and
later reclassified to profit and loss cash flow hedges. The effective work-in-progress, cost includes
when the hedged item affects portion of changes in the fair value all costs of purchases, an
profit or loss or treated as basis of the derivative that is recognized appropriate share of production
adjustment if a hedged forecast in other comprehensive income is overheads based on normal
transaction subsequently results in limited to the cumulative change operating capacity and other
the recognition of a non-financial in fair value of the hedged item, costs incurred in bringing each
asset or non-financial liability. determined on a present value product to its present location and
At the inception of a hedge basis, from inception of the hedge. condition.
relationship, the Group formally Any ineffective portion of changes Finished goods valuation also
designates and documents the in the fair value of the derivative is includes excise duty. Provision
hedge relationship to which recognized immediately in profit or is made for cost of obsolescence
the Group wishes to apply loss. and other anticipated losses,
hedge accounting and the risk If a hedge no longer meets the whenever considered necessary.
management objective and criteria for hedge accounting If payment for inventory is
strategy for undertaking the or the hedging instrument is deferred beyond normal credit
hedge. The documentation sold, expires, is terminated or is terms then cost is determined by
classified as operating leases. the Group has a legally the tax consequences that
Rental income from operating enforceable right to set off the would follow from the manner in
lease is recognized on a straight recognised amounts; and which the Group expects, at the
line basis over the term of the Intends either to settle on a reporting date, to recover or settle
relevant lease unless such net basis, or to realise the the carrying amount of its assets
payments are structured to asset and settle the liability and liabilities.
increase in line with expected simultaneously. Deferred tax liabilities are
general inflation to compensate for Deferred Tax not recognised for temporary
the lessors expected inflationary Deferred Income tax is recognized differences between the
cost increase. Lease incentives in respect of temporary difference carrying amount and tax base
received are recognized as an between the carrying amount of of investments in subsidiaries,
integral part of the total lease assets and liabilities for financial branches, associates and interest
expense, over the term of the reporting purpose and the amount in joint arrangements where the
lease. considered for taxation purposes. Group is able to control the timing
Deferred tax assets are of the reversal of the temporary
n. Income Tax recognised for unused tax losses, differences and it is probable that
Income tax expense /income unused tax credits and deductible the differences will not reverse in
comprises current tax expense temporary differences to the the foreseeable future.
income and deferred tax extent that it is probable that future Deferred tax assets and liabilities
expense income. It is recognised taxable profits will be available are offset only if:
in profit or loss except to the against which they can be utilized. i. the entity has a legally
extent that it relates to items Deferred tax assets are reviewed enforceable right to set off
recognised directly in equity or at each reporting date and are current tax assets against
in other comprehensive income. reduced to the extent that it is no current tax liabilities; and
In which case, the tax is also longer probable that sufficient ii. the deferred tax assets and the
recognized directly in equity or taxable profit will be available deferred tax liabilities relate
other comprehensive income, to allow the benefit of part or to income taxes levied by the
respectively. all of that deferred tax asset same taxation authority on the
Current Tax to be utilised such reductions same taxable entity.
Current tax comprises the are reversed when it becomes iii. Deferred tax asset / liabilities
expected tax payable or probable that sufficient taxable in respect of temporary
recoverable on the taxable profit profits will be available. differences which originate
or loss for the year and any Unrecognized deferred tax assets and reverse during the
adjustment to the tax payable or are reassessed at each reporting tax holiday period are not
recoverable in respect of previous date and recognised to the extent recognised. Deferred tax
years. It is measured using tax that it has become probable assets / liabilities in respect
rates enacted or substantively that future taxable profits will be of temporary differences that
enacted by the end of the available against which they can originate during the tax holiday
reporting period. Management be recovered. period but reverse after the tax
periodically evaluates positions Deferred tax is measured at the holiday period are recognised.
taken in tax returns with respect tax rates that are expected to be MAT credit is recognized as
to situations in which applicable applied to temporary differences an asset only when and to the
tax regulation is subject to when they reverse, using tax rates extent there is a convincing
interpretations and establishes enacted or substantively enacted evidence that the company
provisions where appropriate. by the end of the reporting period. will pay normal tax during
Current tax assets and The measurement of deferred specified period.
liabilities are offset only if, tax assets and liabilities reflects
the functional currency at the at the reporting date and their income and are credited to the
exchange rate at the reporting statements of profit and loss profit and loss on a straight line
date. Non-monetary items are translated at average rate basis over the expected lives of
that are measured based on during the year. The exchange the related assets
the profit or loss for the period in a manner consistent with the to the ordinary activities of the
attributable to the equity internal reporting provided to Group is such that its disclosure
shareholders and the weighted the chief operating decision improves the understanding of the
average number of equity shares maker (CODM) as defined in Ind performance of the Group, such
outstanding during the period is AS-108 Operating Segments income or expenses is classified
adjusted to take into account: for allocating resources and
as an exceptional item and
The after income tax effect of assessing performance. The
accordingly, disclosed in the notes
interest and other financing Group has identified geographical
accompanying to the financial
costs associated with dilutive segments as its reporting
statements
potential equity shares, and segments based on the CODM
Weighted average number of approach. Refer Note 55 in the u. Rounding of amount
additional equity shares that financial statements for additional
All amounts disclosed in the
would have been outstanding disclosures on segment reporting.
financial statements and notes
assuming the conversion of all
t. Exceptional Items have been rounded off to the
dilutive potential equity shares.
Certain occasions, the size, nearest crore as per requirement
s. Segment Reporting type or incidence of an item of of Schedule III, unless other-wise
Operating segments are reported income or expenses, pertaining stated.
Note:
Adjustments comprises of forex conversion on consolidation
The Company has availed the deemed cost exemption in relation to the property plant and equipment on the date of transition and hence the net carrying amount has been considered as the gross
block on that date. Refer note below for the gross block and accumulated depreciation on April 1, 2015 under the previous GAAP
275
NOTE 4 : INTANGIBLE ASSETS ` Crore
Goodwill Other Intangible assets Total Other
PARTICULARS Trademarks and Computer Technical Intangible
Brands Software Knowhow assets
Year ended March 31, 2017
Gross carrying amount 4,142.36 906.09 54.84 1.85 962.78
Additions 49.05 14.35 - 63.40
Additions on acquisition of Subsidiary 488.08 1,557.54 - - 1,557.54
Disposals (1.40) - - (1.40)
Other Adjustments 32.12 (52.50) (2.13) - (54.63)
Closing Gross Carrying Amount 4,662.56 2,458.78 67.06 1.85 2,527.69
Accumulated Amortisation
Opening Accumulated Amortisation - 11.96 8.60 0.26 20.82
Amortisation during the year - 24.87 12.85 0.89 38.61
Additions on acquisition of Subsidiary - 0.76 - - 0.76
Disposals - (0.05) - - (0.05)
Other Adjustments - (8.78) (0.79) (0.63) (10.20)
Closing Accumulated Amortisation - 28.76 20.66 0.52 49.94
Net Carrying Amount 4,662.56 2,430.02 46.40 1.33 2,477.75
Accumulated Amortisation
Depreciation charge for the year - 13.43 9.93 0.26 23.62
Disposals - - (0.17) - (0.17)
Other Adjustments - (1.47) (1.16) - (2.63)
Closing Accumulated Amortisation - 11.96 8.60 0.26 20.82
Net Carrying Amount 4,142.36 894.13 46.24 1.59 941.96
The Company has availed the deemed cost exemption in relation to the intangible assets on the date of transition and hence the
net carrying amount has been considered as the gross block on that date. Refer note below for the gross block and accumulated
amortisation on April 1, 2015 under the previous GAAP
ii Current Tax and Deferred Tax related to items recognised in Other Compresensive Income during in the year :
` Crore
Year ended Year ended
March 31, 2017 March 31, 2016
Deferred Tax:
Net (gain) / loss on remeasurements of defined benefit plans (6.60) (1.74)
Net (gain) / loss on revaluation of cash flow hedges (0.41) -
TOTAL (7.01) (1.74)
B The reconciliation between estimated income tax expense at statutory income tax rate and income tax
expense reported in Statement of Profit and Loss is given below:
` Crore
Year ended Year ended
March 31, 2017 March 31, 2016
Profit Before Tax 1,687.13 1,166.67
Statutory Income tax rate 27.45% 35.71%
Expected income tax expense 463.15 416.67
Tax effect of adjustments to reconcile expected Income Tax Expense to reported Income
Tax Expense:
Deduction under Sec 80IC & 80IE of Indian Income Tax Act, 1961 (213.22) (206.32)
Incremental deduction allowed for research and development costs (0.03) (0.63)
Tax impact of income not subject to tax (0.05) (0.21)
Tax effects of amounts which are not deductible for taxable income 11.61 26.34
Additional tax paid on book profits 77.98 83.65
Unclaimed witholding tax credit 23.21 13.19
Adjustment in respect to current income tax of previous years - (0.46)
Effect of different tax rates (3.15) (1.53)
Deferred Tax Asset not recognised on losses 19.74 8.09
Previously unrecognised tax losses now recouped to reduce income tax expense (0.08) -
Others - (2.74)
Total income tax expense 379.16 336.05
The Company benefits from the tax holiday available to units set up under section 80-IC and 80-IE of Income Tax Act,
1961. These tax holidays are available for a period of ten years from the date of commencement of operations.
The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the
deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.
Significant management judgment is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability
of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income in which the relevant entity
operates and the period over which deferred income tax assets will be recovered.
The Group has not recognized deferred tax liability on undistributed profits of its subsidiaries and associates amounting to ` 459.94 crores (PY ` 107.95
crores) because it is able to control the timing of the reversal of temporary differences associated with such undistributed profits and it is probable that
such differences will not reverse in the foreseeable future.
During the year, the Company has not accounted for tax credits in respect of Minimum Alternative Tax (MAT credit) of ` 77.98 crores (March 31, 2016 : `
83.65 crores, April 1, 2015 ` 94.72 crores ). The Company is not reasonably certain of availing the said MAT credit in future years against the normal tax
expected to be paid in those years and accordingly has not recognised a deferred tax asset for the same.
Tax Credits carried forward 31 March 2017 Expiry Date 31 March 2016 Expiry Date 1 April 2015 Expiry Date
2006-07 14.28 31st March, 2017 14.28 31st March, 2017
2007-08 12.02 31st March, 2018 12.02 31st March, 2018 12.02 31st March, 2018
2008-09 8.30 31st March, 2019 8.30 31st March, 2019 8.30 31st March, 2019
2009-10 29.72 31st March, 2020 29.72 31st March, 2020 29.72 31st March, 2020
2010-11 100.08 31st March, 2021 100.08 31st March, 2021 100.08 31st March, 2021
2011-12 40.09 31st March, 2022 40.09 31st March, 2022 40.09 31st March, 2022
2012-13 60.60 31st March, 2023 60.60 31st March, 2023 60.60 31st March, 2023
2013-14 84.35 31st March, 2024 84.35 31st March, 2024 84.35 31st March, 2024
2014-15 94.72 31st March, 2025 94.72 31st March, 2025 94.72 31st March, 2025
2015-16 83.65 31st March, 2026 83.65 31st March, 2026
2016-17 77.98 31st March, 2027
Consolidated Financials
281
NOTE 10: OTHER NON-CURRENT ASSETS ` Crore
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Capital Advances 34.99 8.74 27.25
Balances with Government Authorities
Considered Good 174.62 112.93 112.66
Considered Doubtful 13.62 13.62 12.23
Less: Provision for Doubtful Advances (13.62) (13.62) (12.23)
174.62 112.93 112.66
Other non-current assets
Considered Good 1.00 0.31 0.50
Considered Doubtful 1.22 1.22 -
Less: Provision for Doubtful Advances (1.22) (1.22) -
1.00 0.31 0.50
TOTAL 210.61 121.98 140.41
NOTE:
a) The fixed deposits include deposits under lien against bank guarantees ` 2.94 crore (31-Mar-16 ` 1.93 crore; 01-Apr-15 ` 2.05 crore)
b) There are no repatriation restrictions with regard to cash and cash equivalents as at the end of the reporting period and prior periods
NOTE:
In March 2017, the Management decided to dispose off vehicles which were no longer in use. The negotiations for sale to interested
parties are in process.
NOTES:
a) During the year, the Company has issued 66,993 equity shares (previous year 86,922) under the Employee Stock Grant Scheme.
b) 31,124 Right Issue equity shares (previous year 31,124 equity shares) are kept in abeyance due to various suits filed in courts / forums
by third parties for which final order is awaited.
c) The reconciliation of number of equity shares outstanding and the amount of share capital at the beginning and at the end of the
reporting period:
As at March 31, 2017 As at March 31, 2016 As at April 1, 2015
No. of Shares ` Crore No. of Shares ` Crore No. of Shares ` Crore
Shares outstanding at the beginning of 340,533,823 34.05 340,446,901 34.04 340,378,310 34.04
the year
Add : Shares Issued during the year * 66,993 0.01 86,922 0.01 68,591 0.00
Shares outstanding at the end of the year 340,600,816 34.06 340,533,823 34.05 340,446,901 34.04
* amount less than ` 0.01 crore
The Company has issued only one class of equity shares having a par value of ` 1 each. Each equity shareholder is
entitled to one vote per share.
During the year ended March 31, 2017 the amount of per share dividend recognised as distribution to equity
shareholders was ` 5.75 (previous year ` 5.50).
e) Shares held by Holding Company and Subsidiary of Holding Company and details of shareholders holding more than
5% shares in the Company:
As at As at As at
Name of the Shareholder
March 31, 2017 March 31, 2016 April 1, 2015
No. of Shares % held No. of Shares % held No. of Shares % held
Godrej & Boyce Manufacturing Co Ltd * 25,003,815 7.34 118,503,815 34.80 119,163,815 35.00
Godrej Industries Limited 80,937,620 23.76 80,937,620 23.77 80,277,620 23.58
Godrej Seeds & Genetics Limited 93,500,000 27.45 - -
* Godrej & Boyce Manufacturing Company has ceased to be the holding company with effect from March 30, 2017 owing to
reorganisation of shareholding within promoter group.
2) General Reserve
The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve
pursuant to the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve is not required under
the Companies Act 2013.
NOTES:
a) Cash Credit from Banks are secured by hypothecation of Inventories and Book debts repayable on demand
b) The packing credit is granted by banks for a maximum tenure of 180 days at Banks base rate less interest subvention of 3% per
annum as per Interest Equalisation Scheme of Government of India.
c) The Company does not have any default as on the Balance Sheet date in the repayment of any loan or interest.
a) Current Maturities of Long term Debt as at April 1, 2015 include 2,500 zero-coupon, unsecured, redeemable, non-convertible
debentures having a face value of ` 10 lac each, redeemable at a premium, which will yield 9.35% p.a. at maturity. These
debentures have been redeemed on December 18, 2015.
b) There are no amounts due to be credited to Investor Education and Protection Fund in accordance with Section 125 of the
Companies Act, 2013 as at the year end.
Sales Returns:
When a customer has a right to return the product within a given period, the Group recognises a provision for sales
return. This is measured basis average past trend of sales return as a percentage of sales. Revenue is adjusted for the
expected value of the returns and cost of sales are adjusted for the value of the corresponding goods to be returned.
Legal Claims:
The provisions for indirect taxes and legal matters comprises of numerous separate cases that arise in the ordinary
course of business. A provision is recognised for legal cases; if Group assesses that it is possible/probable that an
outflow of economic resources will be required. These provisions have not been discounted as it is not practicable for
the Group to estimate the timing of the provision utilisation and cash outflows, if any, pending resolution.
NOTE :
a) During the year, the Company has netted off the rental income in respect of corporate office premises amounting to ` 9.12 crore for
the year ended on March 31, 2017 (Previous Year ` 7.99 crore) with rental expenses amounting to ` 9.12 crore for the year ended on
March 31, 2017 (Previous Year ` 7.99 crore) in respect of similar premises in the same building.
b) Miscellaneous Expenses include the Companys share of various expenses incurred by group companies for sharing of services and
use of common facilities.
NOTE 41 : DIVIDEND
The Board has declared a fourth interim dividend for the year 2016-17 on May 9, 2017 at the rate of ` 12 per share (1200% of the face
value of ` 1 each) amounting to ` 408.68 crore. The dividend distribution tax on the said dividend is ` 83.20 crore.
` Crore
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
xii) Guarantee amounting to USD 1.20 million (previous year's NIL) 7.80 - -
given by the Company to DBS Bank Limited towards interest rate
swap / derivative facilities provided to Godrej Consumer Products
Holding (Mauritius) Limited
xiii) Guarantee amounting to USD 27.50 (previous year's NIL) million 16.26 - -
given by the Company to The Hongkong and Shanghai Banking
Corporation Limited towards loan raised by Godrej East Africa
Holdings Limited
xiv) Guarantee amounting to USD 1.60 million given by the Company to 10.41 - -
JP Morgan Chase Bank NA towards interest rate swap / derivative
facilities provided to Godrej East Africa Holdings Limited
xv) Guarantee amounting to USD 121 million (previous year's NIL) 71.54 - -
given by the Company to The Bank of Tokyo-Mitsubishi UFJ Ltd,
London Branch towards loan provided to Godrej SON Holdings,
Inc.
xvi) Guarantee given by the Company to secure credit facilities - - 2.96
extended by Citibank Sri Lanka and Citibank Bangladesh to
Godrej Household Products (Lanka) Private Limited and Godrej
Household Products (Bangladesh) Private Limited respectively.
Others
i) Guarantees issued by banks [secured by bank deposits under 13.24 8.81 7.61
lien with the bank ` 2.99 crore (31-Mar-16 ` 1.98 crore, 1-April-15
` 2.10 cr).
ii) Guarantee given by the Company to Yes Bank for credit facilities 0.80 0.80 0.80
extended to M/s. Broadcast Audience Research Council.
d) The Group has received all its pending litigations and proceedings
and has adequately made provisions wherever required and disclosed
as contingent liability wherever applicable in financial statements.
The Group does not expect the outcome of the proceedings to have a
materially adverse effect on its financial results.
a) Holding Company:
Godrej & Boyce Mfg. Co. Ltd. (upto March 29, 2017)
b) Fellow Subsidiaries with whom transactions have taken place during the year (upto March 29, 2017):
i) Godrej Industries Limited
ii) Godrej Agrovet Limited
iii) Godrej Tyson Foods Limited
iv) Godrej Properties Limited
v) Natures Basket Limited
vi) Godrej Vikhroli Properties LLP
vii) Godrej Infotech Limited
viii) Godrej Projects Development Private Limited
ix) Godrej Anandan
x) Godrej One Premises Management Pvt Ltd
xi) Godrej Seeds & Genetics Limited
xii) Godrej Seaview Properties Private Limited
d) Joint Venture:
% Holding as at % Holding as at % Holding as at
Name of the Joint Venture Country
March 31, 2017 March 31, 2016 April 1, 2015
Godrej Easy IP Holdings (FZC) (Dubai) Dubai 50% 50% 50%
e) Associate Company:
% Holding as at % Holding as at % Holding as at
Name of the Associate Company Country
March 31, 2017 March 31, 2016 April 1, 2015
Bhabhani Blunt Hairdressing Pvt Limited India 30% 30% 30%
e) Investing Entity in which the reporting entity is an Associate (w.e.f. March 30, 2017)
i) Godrej Industries Limited
ii) Godrej Seeds & Genetics Limited
f) Companies under common Control with whom transactions have taken place during the year (w.e.f March 30, 2017)
i) Godrej & Boyce Mfg. Co. Limited
ii) Godrej Agrovet Limited
iii) Godrej Tyson Foods Limited
iv) Godrej Properties Limited
v) Natures Basket Limited
vi) Godrej Vikhroli Properties LLP
vii) Godrej Infotech Limited
viii) Godrej Projects Development Private Limited
ix) Godrej Anandan
x) Godrej One Premises Management Private Limited
xi) Godrej Seaview Properties Private Limited
i) Post employment Benefit Trust where the reporting entity exercises significant influence
i) Godrej Consumer Products Employees Provident Fund
299
NOTE 44 : LEASES
The Groups significant leasing agreements are in respect of operating lease for Computers and Premises (office,
godown, etc.) and the aggregate lease rentals payable are charged as rent. The Total lease payments accounted for the
year ended March 31, 2017 is ` 47.41 crore (previous year ` 41.87 crore).
The future minimum lease payments outstanding under non-cancellable operating leases are as follows:
The Group has entered into an agreement to give one of its office building on operating lease effective May 2015. Total
lease rentals earned during the year ended March 31, 2017 amounting to ` 9.12 crore have been netted off against rent
expense of ` 9.12 in Note 37 for similar premises in the same building.
The future minimum lease rental receivable under the non-cancellable operating lease is as follows:
` Crore
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Not later than one year 9.12 9.12 7.99
Later than one year and not later than five years 19.39 28.52 36.50
Later than five years - - 1.14
TOTAL 28.51 37.64 45.63
The Gratuity scheme of the erstwhile Godrej Household Products Ltd., which was obtained pursuant to the Scheme of
Amalgamation, is funded through Unit Linked Gratuity Plan with HDFC Standard Life Insurance Company Limited.
The liability for the Defined Benefit Plan is provided on the basis of a valuation, using the Projected Unit Credit
Method, as at the Balance Sheet date, carried out by an independent actuary.
The Company has a gratuity trust. However, the Company funds its gratuity payouts from its cash flows. Accordingly,
the Company creates adequate provision in its books every year based on actuarial valuation.
These benefit plans expose the Company to actuarial risks, such as longevity risk, interest rate risk and investment
risk.
Provident Fund:
The Company manages the Provident Fund plan through a Provident Fund Trust for its employees which is permitted
under The Employees Provident Fund and Miscellaneous Provisions Act, 1952 and is actuarially valued. The plan
envisages contribution by the employer and employees and guarantees interest at the rate notified by the Provident
Fund authority. The contribution by employer and employee, together with interest, are payable at the time of
separation from service or retirement, whichever is earlier.
viii) Major categories of Plan Assets as a % of total Plan Assets 100% 100%
Insurer Managed Funds (as at 1-April-15 100%)
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does
provide an approximation of the sensitivity of the assumptions shown.
The method and types of assumptions used in preparing the sensitivity analysis did not change compared to the
prior period.
Other details
Methodology Adopted for ALM Projected Unit Credit Method
Sensitivity analysis is an analysis which will give the movement
in liability if the assumptions were not proved to be true on
Usefulness and Methodology adopted for Sensitivity analysis different count. This only signifies the change in the liability if the
difference between assumed and the actual is not following the
parameters of the sensitivity analysis.
Since investment is with insurance company, Assets are
Comment on Quality of Assets
considered to be secured.
III. Pursuant to SEBI notification dated January 17, 2013, no further securities of the Company will be purchased from the
open market.
Financial liabilities
Non-Current
Borrowings - - 3,108.25 3,108.25 - - - -
Liabilities for business combinations 911.24 - - 911.24 - - 911.24 911.24
Current
Borrowings - - 232.55 232.55 - - - -
Trade and other payables - - 1,723.90 1,723.90 - - - -
Option Liability * - - - 303.06 - - 303.06 303.06
Current Maturities of Long Term Debt - - 660.13 660.13 - - - -
Derivative liability 21.47 21.47 - - - -
Others - - 37.98 37.98 - - - -
911.24 - 5,784.28 6,998.58 - - 1,214.30 1,214.30
Financial liabilities
Non-Current
Borrowings - - 2,449.03 2,449.03 - - - -
Liabilities for business combinations 67.19 - - 67.19 - - 67.19 67.19
Current
Borrowings - - 181.89 181.89 - - - -
Trade and other payables - - 1,485.08 1,485.08 - - - -
Option Liability 329.70 - - 329.70 - - 329.70 329.70
Current Maturities of Long Term Debt - - 260.20 260.20 - - - -
Derivative liability 11.94 11.94 - - - -
Others - - 27.25 27.25 - - - -
396.89 - 4,415.39 4,812.28 - - 396.89 396.89
Consolidated Financials
307
308
` Crore
Carrying amount Fair value
As at April 1, 2015 FVTPL FVTOCI Amortised Cost Total Level 1 Level 2 Level 3 Total
Non Current
Investments 1.21 - - 1.21 1.21 - - 1.21
Loans - - - - - - - -
Security Deposits - - 17.95 17.95 - - - -
Other financial assets - - 6.63 6.63 - - - -
Current
Current investments
Mutual funds 158.75 - - 158.75 - 158.75 - 158.75
Trade receivables - - 804.58 804.58 - - - -
Cash and cash equivalents - - 554.93 554.93 - - - -
Bank balances others 339.53 339.53 - - - -
Loans
Security Deposits and Others - - 1.83 1.83 - - - -
Derivative Asset - - 2.48 2.48 - - - -
Others - - 2.26 2.26 - - - -
159.96 - 1,730.19 1,890.15 1.21 158.75 - 159.96
Financial liabilities
Non Current
Borrowings - - 2,023.03 2,023.03 - - - -
Liabilities for business combinations - - 6.36 6.36 - - 6.36 6.36
Current
Borrowings - - 146.66 146.66 - - - -
Trade and other payables - - 1,467.63 1,467.63 - - - -
Option Liability 649.88 - - 649.88 - - 649.88 649.88
Current Maturities of Long Term Debt - - 547.02 547.02 - - - -
Derivative liability 12.94 12.94 - - - -
Others - - 40.04 40.04 - - - -
649.88 - 4,243.68 4,893.56 - - 656.24 656.24
Level - 1 : Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level - 2 : Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level - 3 : Inputs for the asset or liability that are not based on observable market data (unobservable inputs)
* The put option liability is fair valued at each reporting date through equity
Valuation processes
The main level 3 inputs for put option, contingent considerations are derived and evaluated as follows :
Contingent consideration -The key inputs used in the determination of fair value of contingent consideration are the discount rate and expected future
performance of the business.
Consolidated Financials
309
310
Sensitivity analysis
For the fair values of put option and contingent consideration, reasonably possible changes at the reporting date to one of the significant observable inputs,
holding other inputs constant, would have the following effects.
` Crore
Year ended March 31, 2017
Profit or loss Equity
Significant observable inputs Increase Decrease Increase Decrease
Achievement of financial target (10% movement) (95.00) 95.00 (32.98) 32.98
` Crore
As at 31st March 2016 GBP USD EURO ZAR AED Others
Financial assets
Cash and cash equivalents - 62.86 0.46 0.26 -
Current investments - 1.46 - - -
Short-term loans and advances - 1.65 - - -
Trade and other receivables 0.27 301.09 34.30 0.43 0.33
Less: Forward contracts for trade (32.12)
receivables
Other Non-Current financial assets - 23.01 - - -
0.27 390.07 2.64 0.68 - 0.33
Financial liabilities
Long term borrowings - 11.03 - - - -
Short term borrowings - 5.91 - - - -
Trade and other payables 0.67 377.40 6.32 0.03 - -
Less: Forward contracts for trade payables - (16.78) - - - -
Other Current financial liabilities - 0.48 0.05 - - -
0.67 378.04 6.37 0.03 - -
` Crore
As at April 1, 2015 GBP USD EURO ZAR AED Others
Financial assets
Cash and cash equivalents 0.31 121.56 5.25 0.22 -
Trade and other receivables 0.05 227.99 17.05 0.39 0.97
Less: Forward contracts for trade (13.44)
receivables
Other Non-Current financial assets - 4.27 - - -
0.36 353.82 8.86 0.61 - 0.97
Financial liabilities
Long term borrowings - 4.27 - - -
Short term borrowings - 26.66 - - -
Trade and other payables 0.46 406.93 4.65 - -
Less: Forward contracts for trade payables (36.00)
Other Current financial liabilities - (0.05) 0.12 - -
0.46 401.81 4.77 - - -
Net Exposure (0.10) (47.99) 4.09 0.61 - 0.97
The following significant exchange rates have been applied during the year.
Sensitivity analysis
A reasonably possible 5% strengthening (weakening) of the Indian Rupee against GBP/USD/EURO/ZAR/AED at March
31 would have affected the measurement of financial instruments denominated inGBP/USD/EURO/ZAR/AED and
affected profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest
rates, remain constant and ignores any impact of forecast sales and purchases.
Profit or loss
Effect in INR
Strengthening Weakening
March 31, 2017
GBP 0.05 (0.05)
USD 2.99 (2.99)
EURO 0.80 (0.80)
ZAR 0.05 (0.05)
AED 0.06 (0.06)
Others - CNH/KWD 0.03 (0.03)
3.98 (3.98)
Profit or loss
Effect in INR
Strengthening Weakening
March 31, 2016
GBP (0.02) 0.02
USD 0.60 (0.60)
EURO (0.19) 0.19
ZAR 0.03 (0.03)
Others - CNH/KWD 0.02 (0.02)
0.44 (0.44)
Loans and advances given are monitored by the Group on a regular basis and these are neither past due nor
impaired.
Management believes that the unimpaired amounts that are past due by more than 30 days are still collectible in
full, based on historical payment behaviour and extensive analysis of customer credit risk, including underlying
customers credit ratings if they are available.
` Crore
Trade receivables Impairments
Balance as at April 1, 2015 19.02
Impairment loss recognised 9.27
Amounts written off (7.67)
Balance as at March 31, 2016 20.62
Impairment loss recognised 14.06
Amounts written off (2.35)
Balance as at March 31, 2017 32.33
` Crore
Contractual cash flows
Carrying Less than 1 More than 3
As at March 31, 2016 Total 1-3 years
amount year years
Non-derivative financial liabilities
Term loans from banks 2,891.12 3,014.20 498.15 1,761.75 754.30
Trade and other payables 1,485.08 1,485.08 1,485.08 - -
other financial liabilities 436.08 436.08 368.89 67.19 -
Derivative financial liabilities
Interest rate swaps 11.94 26.56 26.56 - -
Forward exchange contracts used for hedging
- Outflow - 53.07 53.07 - -
- Inflow - 52.55 52.55 - -
` Crore
Contractual cash flows
Carrying Less than 1 More than 3
As at April 1, 2015 Total 1-3 years
amount year years
Non-derivative financial liabilities
Rupee term loans from banks 2,456.07 2,601.01 489.76 1,075.53 1,035.72
Non-Convertible Debenture 260.64 277.64 277.64 - -
Trade and other payables 1,467.63 1,467.63 1,467.63 - -
other financial liabilities 709.22 708.88 708.88 - -
Derivative financial liabilities
Interest rate swaps 12.94 48.22 23.10 25.12 -
Forward exchange contracts used for hedging
- Outflow - 52.48 52.48 - -
- Inflow - 53.93 53.93 - -
For derivative contracts designated as hedge, the Group documents, at inception, the economic relationship between
the hedging instrument and the hedged item, the hedge ratio, the risk management objective for undertaking the hedge
and the methods used to assess the hedge effectiveness. The derivative contracts have been taken to hedge foreign
currency risk on our highly probable forecast investment & interest rate risk on our variable rate loans. The tenor of
hedging instrument may be less than or equal to the tenor of underlying.
Financial contracts designated as hedges are accounted for in accordance with the requirements of Ind AS 109
depending upon the type of hedge. The Group applies cash flow hedge accounting to hedge the variability in a) the
future cash flows on the overseas remittance to its subsidiary subject to foreign exchange risk; b) interest payments on
variable rate loans.
The Group has a Board approved policy on assessment, measurement and monitoring of hedge effectiveness which
provides a guideline for the evaluation of hedge effectiveness, treatment and monitoring of the hedge effective position
from an accounting and risk monitoring perspective. Hedge effectiveness is ascertained at the time of inception of the
hedge and periodically thereafter. The Group assesses hedge effectiveness on prospective basis. The prospective
hedge effectiveness test is a forward looking evaluation of whether or not the changes in the fair value or cash flows of
the hedging position are expected to be highly effective on offsetting the changes in the fair value or cash flows of the
hedged position over the term of the relationship.
Hedge effectiveness is assessed through the application of critical terms match method & dollar off-set method. Any
ineffectiveness in a hedging relationship is accounted for in the statement of profit and loss.
The table below enumerates the Groups hedging strategy, typical composition of the Groups hedge portfolio, the
instruments used to hedge risk exposures and the type of hedging relationship:
Sr Type of risk/ Hedged item Description of Hedging Description of Type of hedging
No hedge position hedging strategy instrument hedging instrument relationship
1 Currency risk Highly Probable FCY denominated Fx forward Forward contracts are Cash flow hedge
hedge Foreign currency (FCY) highly probable contracts contractual agreements
denominated investment forecast investment to buy or sell a
into Overseas Subsidiary is converted into specified financial
functional currency instrument at a specific
using a plain vanila price and date in
foreign currency the future. These are
forward contract. customized contracts
transacted in the over
thecounter market.
2 Interest rate Floating rate loans Floating rate financial Interest rate Interest rate swap is a Cash flow hedge
hedge liability is converted swap derivative instrument
into a fixed rate whereby the Group
financial liability using recieves at a floating
a floating to fixed rate in return for a fixed
interest rate swap. rate liability.
The table below provides a profile of the timing of the notional amounts of the Groups hedging instruments (based on
residual tenor) along with the average price or rate as applicable by risk category:
` Crore
As at 31 March 2017
Total Less than 1 year 1-5 years Over 5 years
Interest rate risk:
Notional principal amount 1,970.71 - 1,970.71 -
Average rate 1.83% - 1.83% -
The following table provides a reconciliation by risk category of the components of equity and analysis of OCI items
resulting from hedge accounting:
Movement in Cash flow hedge reserve
Particulars
for the year ended March 31, 2017
Opening balance -
Gain / (Loss) on the Effective portion of changes in fair value:
a) Interest rate risk 14.36
b) Currency risk (1.16)
Net amount reclassified to profit or loss:
a) Interest rate risk -
b) Currency risk -
Tax on movements on reserves during the year 0.40
Closing balance 13.60
On 5th May 2016, the Group acquired 75% equity stake in Canon Chemicals limited (Canon), a Kenya based home
and personal care company. This acquisition helps GCPL in further building its presence in the Sub Saharan Africa
market. The group or the sellers have an option to buy or sell the balance stake on or after 15th May, 2019 at a price
determined by a multiple of the future operating profit of the business. If any of the parties do not exercise their
option within a year from 15th May, 2019, then the sellers need to mandatorily sell their stake to the Group on 15th
May, 2020. The Group has accounted for the balance 25% stake by applying the anticipated acquisition method.
This liabiliy for the put option is reported under the head Other financial liabilities
Details of the purchase consideration, the net assets acquired and goodwill are as follows:
The following table summarises the acquisition date fair value of major class of consideration transferred
` Crore
Particulars SON Canon
Cash paid 1,239.84 133.77
Contingent consideration 864.03 -
Liability to acquire balance stake - 60.99
Total purchase consideration 2,103.87 194.76
For SON, the total purchase conideration comprises of the initial purchase consideration plus the estimated value of
the earnout payment of ` 864.03 cr. This consideration is payable on 31st March, 2019 and is based on a multiple of
future EDITDA of this business . The fair value of contingent consideration is determined by discounting the estimated
amount payable to the sellers of SON based on expected future performance.
For Canon, the total purchase consideration comprises of the initial purchase consideration plus the estimated
payment of ` 60.99 cr for the liability to be paid for acquiring balance stake. The amount payable is is determined by
discounting the estimated amount payable based on expected future performance.
Acquisition-related cost
SON: The net transaction costs of ` 33.12 cr related to the acquisition was recognized as and when incurred in FY 16
and FY 17. These are reporting under the line item exceptional items in the statement of profit and loss for the year
ended March 31, 2016 and March 31, 2017.
Canon: The net transaction costs of ` 2.32 cr related to the acquisition was recognized under the line item
exceptional items in the statement of profit and loss for the year ended March 31, 2016, when they were incurred.
SON and Canon: The Goodwill reflects growth opportunities in the business and synergy benefits from integrating the
business.
Contingent consideration:
SON: The key inputs used in the determination of fair value of contingent consideration are the discount rate and
expected future performance of the business.
Canon: The key inputs used in the determination of liability towards NCI is the discount rate and expected future
performance of the business. The consideration also includes a component of excise duty which becomes payable
to sellers if excise duty on petroleum jelly is not reintroduced. As the excise duty was reintroduced, the contingent
consideration is no longer payable and consequently this income was recorded under the line item exceptional items
in the statement of profit and loss for the year ended March 31, 2017.
Goodwill is deductible for tax purposes in the case of SON and not deductible for Canon.
There were no business combinations in the year ending 31 March 2016.
Significant Judgement:
Acquired receivables
The gross amount of trade receivables acquired and their fair value is ` 83.14 cr and ` 14.41 cr from SON and Canon
respectively. These amounts are fully collectible.
NOTE 54 : GOODWILL AND OTHER INTANGIBLE ASSETS WITH INDEFINITE USEFUL LIFE
For the purposes of impairment testing, goodwill has been allocated to the Groups CGU as follows:
` Crore
As at As at As at
Particulars
March 31, 2017 March 31, 2016 April 1, 2015
India 2.47 2.47 2.47
Indonesia 1,345.36 1,298.58 1,308.56
Africa (including SON) 2,766.29 2,248.20 2,167.29
Argentina 298.80 305.11 275.91
Others 249.64 288.00 292.21
Total 4,662.56 4,142.36 4,046.44
For the purposes of impairment testing, brand has been allocated to the Group's CGU as follows:
As at As at As at
Particulars
March 31, 2017 March 31, 2016 April 1, 2015
India 791.42 791.42 791.42
Africa (including SON) 1,301.41 - -
The recoverable amount of a CGU is based on its value in use. The value in use is estimated using discounted cash
flows over a period of 5 years. Cash flows beyond 5 years is estimated by capitalising the future maintainable cash flows
by an appropriate capitalisation rate and then discounted using pre tax discount rate.
Operating margins and growth rates for the five year cash flow projections have been estimated based on past
experience and after considering the financial budgets/ forecasts approved by management. Other key assumptions
used in the estimation of the recoverable amount are set out below.The values assigned to the key assumptions
represent managements assessment of future trends in the relevant industries and have been based on historical data
from both external and internal sources.
As at As at As at
Particulars
March 31, 2017 March 31, 2016 April 1, 2015
Pre Tax discount rate 16.79% - 26.45% 16.79% - 26.45% 16.79% - 26.45%
Long term growth rate beyond 5 years 2%-3% 2%-3% 2%-3%
The pre tax discount rate is based on risk free rate, beta variant adjusted for market premium and company specific risk
factors.
As at March 31, 2017; March 31, 2016 & April 1, 2015, there was no impairment for goodwill and other intangible assets.
With regard to the asessment of value in use, no reasonably possible change in any of the above key assumptions
would cause the carrying amount of the CGUs to exceed their recoverable amount.
` Crore
Year ended March 31, 2016
Africa (including
Particluars India Indonesia Others Total
Strength of Nature)
Segment Revenue 4,883.40 1,451.19 1,341.25 1,193.33 8,869.17
Add/(Less): Inter segment revenue (99.15) (6.94) (1.49) (8.53) (116.11)
Income from Operations 4,784.25 1,444.25 1,339.76 1,184.80 8,753.06
Segment result 985.23 290.49 226.35 150.79 1,652.86
Add/(Less): Inter segment (19.75) - (5.99) (0.04) (25.78)
Other income 34.56 3.53 9.01 0.78 47.88
Depreciation & Amortization (44.90) (17.75) (15.38) (22.60) (100.63)
Interest income 28.00 10.86 5.65 0.25 44.76
Finance costs (Unallocable) (119.01)
Exceptional items (333.51)
Share of Profit of Equity Accounted Investees (net of 0.10
income tax)
Profit Before Tax 1,166.67
Tax expense (336.05)
Profit After Tax 830.62
` Crore
As at As at As at
Particulars
March 31, 2017 March 31, 2016 April 1, 2015
Segment Assets
a) India 3,404.21 2,692.24 2,806.99
b) Indonesia 2,326.03 2,252.92 2,112.92
c) Africa (including Strength of Nature) 6,120.21 3,678.13 3,137.49
d) Others 1,292.57 1,347.35 1,269.40
Less: Intersegment Eliminations (111.70) (216.91) (179.96)
13,031.32 9,753.73 9,146.84
Segment Liabilities
a) India 1,634.82 1,339.48 1,379.15
b) Indonesia 327.94 334.89 367.15
c) Africa (including Strength of Nature) 382.25 322.47 86.85
d) Others 288.48 322.57 273.67
Less: Intersegment Eliminations (119.36) (130.67) (63.22)
2,514.13 2,188.74 2,043.60
Add: Unallocable liabilities 5,215.24 3,288.01 3,372.95
Total Liabilities 7,729.37 5,476.75 5,416.55
Information about major customers:
No Single customer represents 10% or more of the Groups total revenue for the year March 31, 2017 and March 31, 2016
Capital expenditure ` Crore
Year ended Year ended
Particulars
March 31, 2017 March 31, 2016
a) India 90.68 115.56
b) Indonesia 15.40 28.27
c) Africa (including Strength of Nature) 1,764.34 65.65
d) Others 27.48 21.40
II. Reconciliation of Comprehensive income for the year ended on 31 March 2016 (` Crore)
As on
Particulars Footnote ref.
31 March 2016
INR (Net of
deferred tax)
Profit After Tax as per Indian GAAP 1,119.41
Summary of Ind AS adjustments
Change in fair value of call/ put options for Darling & Chile businesses* 1 (181.20)
Dividend paid to Non-controlling shareholders* 2 (55.90)
Acquisition related costs * 3 (69.58)
Fair value gains on financial instruments 8 (0.03)
Redemption Premium on Debentures 11 (17.68)
Share of profits of Non controlling shareholders 4 36.57
Other Ind AS adjustments 14.97
Deferred tax on Ind AS Adjustments 6 (18.95)
Other Comprehensive Income (Net of Tax) 10 (70.93)
Total Ind AS adjustments (362.73)
Total Comprehensive Income as per Ind AS 756.68
iii) Adjustment to the Statement of Cash Flows for the year ended 31st March, 2016
There were no material differences between the Statement of Cash Flows presented under Ind AS and Previous
GAAP.
instruments are fair valued at each reporting date and the changes in fair value are recorded through profit and loss
account. At the date of transition to Ind AS, difference between the instruments fair value and Indian GAAP carrying
amount has been recognised in retianed earnings.
9 Non-Controlling Interest
Under Indian GAAP, non-controlling interests were presented in the consolidated balance sheet separately (as
minority interests) from the equity and liabilities. Under Ind AS, non-controlling interests are presented in the
consolidated balance sheet within total equity, separately from the equity attributable to the owners of the Company.
NOTE 60 : GENERAL
a) All amounts disclosed in the financial statements and notes have been rounded off to the nearest crore as per the
requirements of Schedule III, unless otherwise stated.
b) Figures for the previous year have been regrouped / restated wherever necessary to conform to current years
presentation.
333
334
` (Crore)
Reporting currency
Reporting period
and Exchange rate
for the subsidiary
Date when as on the last date of
concerned, if Reserves Profit Provision Profit % of
Sl. Name of the subsidiary the relevant Financial Share Total Total Proposed
different from & Investments Turnover before for after share
No. Subsidiary was year in the case of capital assets Liabilities Dividend
the holding surplus taxation taxation taxation holding
acquired foreign subsidiaries
companys
Reporting Exchange
reporting period
Currency rate
13 Godrej Africa Holding 19/Jan/15 01-Apr-2016 To USD 65.040 2092.40 161.81 2254.56 0.36 2253.47 39.80 39.13 - 39.13 - 100%
Limited 31-Mar-2017
14 Godrej Consumer 15/Feb/08 01-Apr-2016 To USD 65.040 294.87 342.15 637.02 0.00 635.09 0.80 (0.31) - (0.31) - 100%
Products Mauritius Ltd 31-Mar-2017
15 Godrej Consumer 31/Mar/10 01-Apr-2016 To USD 65.040 0.17 642.92 643.09 0.00 643.09 115.61 115.20 19.69 95.51 - 100%
Holdings 31-Mar-2017
(Netherlands) BV
16 Godrej Consumer 28/Mar/12 01-Apr-2016 To USD 65.040 275.35 (14.95) 260.40 0.00 260.13 0.00 (0.00) 0.00 (0.00) - 100%
Investments (Chile) 31-Mar-2017
Spa
17 Godrej Consumer 31/Mar/10 01-Apr-2016 To USD 65.040 0.15 36.98 37.13 0.00 37.10 0.38 0.16 0.04 0.12 - 100%
Products 31-Mar-2017
(Netherlands) BV
18 Godrej Consumer 31/Oct/05 01-Apr-2016 To GBP 80.981 0.24 117.52 220.22 102.46 - 379.00 37.47 7.77 29.70 - 100%
Products (UK) Ltd 31-Mar-2017
19 Godrej Consumer 13/Apr/10 01-Apr-2016 To Taka 0.810 0.04 (0.05) 0.04 0.05 - - (0.05) - (0.05) - 100%
Products Bangladesh 31-Mar-2017
Ltd
20 Godrej Consumer 24/Mar/10 01-Apr-2016 To USD 65.040 553.10 138.82 694.17 2.24 694.04 104.06 101.20 - 101.20 - 100%
Products Dutch 31-Mar-2017
Coperatief U.A.
21 Godrej Consumer 23/Apr/10 01-Apr-2016 To USD 65.040 1686.09 180.79 2428.16 561.27 2361.98 55.93 47.48 0.00 47.48 - 100%
Products Holding 31-Mar-2017
(Mauritius) Ltd
22 Godrej Consumer 28/Feb/17 28-Feb-2017 To USD 65.040 0.00 0.00 0.89 0.89 - - - - - - 90%*
Products International 31-Mar-2017
(FZCO)
23 Godrej Consumer 29/Mar/16 01-Apr-2016 To USD 65.040 504.13 (0.06) 504.07 - 504.06 - (0.06) - (0.06) - 100%
Products US Holding 31-Mar-2017
Limited
335
336
` (Crore)
Reporting currency
Reporting period
and Exchange rate
for the subsidiary
Date when as on the last date of
concerned, if Reserves Profit Provision Profit % of
Sl. Name of the subsidiary the relevant Financial Share Total Total Proposed
different from & Investments Turnover before for after share
No. Subsidiary was year in the case of capital assets Liabilities Dividend
the holding surplus taxation taxation taxation holding
acquired foreign subsidiaries
companys
Reporting Exchange
reporting period
Currency rate
37 Godrej Nigeria Ltd. 26/Mar/10 01-Apr-2016 To Naira 0.212 0.32 20.17 46.69 26.20 - 61.54 (1.25) (0.18) (1.06) - 100%
31-Mar-2017
38 Godrej SON Holdings 22/Mar/16 01-Apr-2016 To USD 65.040 504.71 (12.28) 1237.18 744.75 1212.22 13.01 (12.28) - (12.28) - 100%
INC 31-Mar-2017
39 Godrej South Africa 1/Sep/06 01-Apr-2016 To ZAR 5.003 9.03 105.99 127.45 12.43 - 116.77 4.33 1.21 3.12 - 100%
(Pty) Ltd. 31-Mar-2017
40 Godrej Tanzania 30/Nov/12 01-Apr-2016 To USD 65.040 73.82 (1.05) 119.47 46.70 72.31 - (0.40) - (0.40) - 100%
Holdings Ltd 31-Mar-2017
41 Godrej UK Limited 24/Oct/05 01-Apr-2016 To GBP 80.981 91.78 98.36 190.14 0.00 189.35 24.29 24.25 0.00 24.25 - 100%
31-Mar-2017
42 Godrej West Africa 11/Feb/14 01-Apr-2016 To USD 65.040 105.89 0.04 105.98 0.04 105.90 0.00 (0.11) 0.00 (0.11) - 90%*
Holdings Ltd. 31-Mar-2017
43 Hair Credentials 23/Dec/15 01-Apr-2016 To ZMK 6.849 0.01 3.35 10.34 6.98 0.00 3.28 (3.50) 0.00 (3.50) - 100%
Zambia Limited 31-Mar-2017
44 Hair Trading (offshore) 23/Dec/15 01-Apr-2016 To USD 65.040 0.13 36.83 60.00 23.04 - 172.00 53.61 0.00 53.60 - 51%*
S. A. L 31-Mar-2017
45 Indovest Capital 17/May/10 01-Apr-2016 To USD 65.040 0.08 0.92 1.11 0.12 - 0.00 (0.17) 0.02 (0.19) - 100%
31-Mar-2017
46 Issue Brazil 23/May/10 01-Apr-2016 To ARS 4.172 22.71 (25.69) 0.62 3.60 - 0.26 0.09 0.00 0.09 - 100%
31-Mar-2017
47 Kinky Group (Pty) Ltd 1/Apr/08 01-Apr-2016 To ZAR 5.003 0.00 7.28 30.59 23.31 - 28.70 (4.35) 0.16 (4.51) - 100%
31-Mar-2017
48 Laboratoria Cuenca 2/Jun/10 01-Apr-2016 To ARS 4.172 4.59 94.27 195.15 96.29 6.52 352.21 47.04 16.15 30.88 - 100%
31-Mar-2017
49 Lorna Nigeria Ltd. 6/Sep/11 01-Apr-2016 To Naira 0.212 142.05 76.00 382.54 164.48 - 306.68 (19.87) (2.76) (17.11) - 100%
31-Mar-2017
50 Old Pro International 28/Apr/16 28-Apr-2016 To USD 65.040 0.00 119.74 119.74 (0.00) 0.00 0.00 0.00 0.00 0.00 - 100%
Inc 31-Mar-2017
51 Panamar 2/Jun/10 01-Apr-2016 To ARS 4.172 0.23 2.91 3.14 0.00 2.35 - (0.05) - (0.05) - 100%
Producciones S.A. 31-Mar-2017
337
338
` (Crore)
Reporting currency
Reporting period
and Exchange rate
for the subsidiary
Date when as on the last date of
concerned, if Reserves Profit Provision Profit % of
Sl. Name of the subsidiary the relevant Financial Share Total Total Proposed
different from & Investments Turnover before for after share
No. Subsidiary was year in the case of capital assets Liabilities Dividend
the holding surplus taxation taxation taxation holding
acquired foreign subsidiaries
companys
Reporting Exchange
reporting period
Currency rate
65 Weave IP Holdings 11/Jul/11 01-Apr-2016 To USD 65.040 0.01 0.32 0.38 0.05 - 0.00 (2.00) 0.00 (2.00) - 90%*
Mauritius Pvt. Ltd. 31-Mar-2017
66 Weave Mozambique 13/Oct/11 01-Apr-2016 To MZN 0.953 11.76 135.18 194.93 47.99 - 266.09 69.81 1.26 68.55 - 90%*
Limitada 31-Mar-2017
67 Weave Senegal 8/Apr/16 08-Apr-2016 To XOF 0.106 2.54 (2.35) 3.78 3.59 - 1.16 (2.35) 0.00 (2.35) - 100%
31-Mar-2017
68 Weave Trading 5/Jul/11 01-Apr-2016 To USD 65.040 0.01 0.11 0.29 0.17 0.13 78.05 77.96 0.00 77.96 - 51%*
Mauritius Pvt. Ltd. 31-Mar-2017
* Financial of subsidiaries, associate and joint venture were considered 100% in Consolidated Financial Statements.
1. Names of associates or joint ventures which are yet to commence operations -NIL
2. Names of associates or joint ventures which have been liquidated or sold during the year - NIL
339
Corporate
Information
$/;$1,9$//$,564; $1.,1*24324$6,21,0,6('
,6,%$1.
Registrar
Fax:
20376(&+!+$4(&$36'
Website:999*2'4(-&3&20
CIN:
Branches
Delhi Kolkata Chennai Mumbai
Factories in India
Assam -DPPX .DVKPLU 3XGXFKHUU\
International Operations
Asia Middle East Africa Europe North America Latin America
Indonesia UAE South Africa United Kingdom United States of America Argentina
.HQ\D
Ghana
Tanzania
Notice of the
AGM
NOTICE is hereby given that the 00076250), who retires by hold office from the conclusion
17th ANNUAL GENERAL MEETING rotation, and being eligible, of the 17th AGM, (i.e. this
(AGM) of the members of GODREJ offers himself for AGM) of the Company to the
CONSUMER PRODUCTS LIMITED re-appointment; conclusion of the 22nd AGM,
will be held on Monday, July 31, 4. To appoint a Director in place to be held in 2022 (subject
2017, at 3.00 p.m. at Godrej One, of Mr Nadir Godrej (DIN: to ratification of appointment
00066195), who retires by by the members at every
1st Floor Auditorium, Pirojshanagar,
rotation, and being eligible, AGM held after this AGM),
Eastern Express Highway, Vikhroli
offers himself for on a remuneration as may be
(East), Mumbai- 400079 to transact
re-appointment; agreed upon by the Board of
the following business:
5. To appoint Statutory Auditors Directors and the Auditors.
ORDINARY BUSINESS and fix their remuneration and,
SPECIAL BUSINESS
1. To consider and adopt the if thought fit, to pass, with or
To consider and, if thought fit, to pass
audited financial statements without modification(s), the
with or without modification(s) the
(both standalone and following resolution as an
following resolutions:
consolidated) of the Company Ordinary Resolution:
for the year ended March Resolved That pursuant to 6. Ordinary Resolution
31, 2017, which include the Section 139, Section 142, and for the ratification of
Statement of Profit & Loss and other applicable provisions, remuneration payable to M/s.
Cash Flow Statement for the if any, of the Companies Act, P. M. Nanabhoy & Co. (Firm
year ended March 31, 2017, 2013 and the Rules made Membership number 000012),
the Balance Sheet as on that thereunder, including any appointed as Cost Auditors
date, the Auditors Report statutory modification(s) or of the Company for the fiscal
thereon, and the Directors re-enactment(s) thereof for year 2017-18
Report; the time being in force, B S R Resolved That pursuant
2. To declare dividend on equity & Co, LLP (Firm Registration. to Section 148 and other
shares; No. 101248W/W-100022) applicable provisions, if any,
3. To appoint a Director in place be appointed as Statutory of the Companies Act, 2013
of Mr Jamshyd Godrej (DIN: Auditors of the Company, to and the Companies (Audit and
Please note that Section 124(6) of the Companies Act, 2013 also provides that all shares in respect of the unclaimed
dividend shall also be transferred to the IEPF.
Hence, it is in the shareholders interest to claim any uncashed dividends and for future dividends, opt for Electronic
Credit of dividend so that dividends paid by the Company are credited to the investors account on time.
8. Details as stipulated under Listing the Company is pleased to 26, 2017 to 5.00 p.m. (IST)
Regulations in respect of the provide its members the facility on Sunday, July 30, 2017.
Directors being appointed/re- to exercise their right to vote at The e-voting module shall be
appointed are attached herewith the 17th AGM through electronic disabled by CDSL for voting
to the Notice. means and the business may be thereafter. During this period,
shareholders of the Company,
transacted through the e-voting
9. E-voting holding shares either in
services provided by the Central
In accordance with the provisions physical or dematerialised
Depository Services
of Section 108 of the Companies (demat) form, as on the
Limited (CDSL).
Act, 2013 and Rule 20 of the cut-off date, Monday, July
The instructions for members for 24, 2017, may cast their vote
Companies (Management and
Administration) Rules, 2014, voting electronically are as follows:- electronically.
and the Secretarial Standards (i) The e-voting facility is (ii) The shareholders should log
issued by the Institute of available from 9.00 a.m. on to the e-voting website
Company Secretaries of India, (IST) on Wednesday, July www.evotingindia.com
(viii) After entering these details (xi) Click on the EVSN for GODREJ (xvii) If a demat account holder has
appropriately, click on CONSUMER PRODUCTS forgotten the changed password,
SUBMIT tab. LIMITED to vote. then enter the User ID and the
(ix) Members holding shares in (xii) On the voting page, you will see image verification code and click
the physical form will then RESOLUTION DESCRIPTION and on FORGOT PASSWORD and
directly reach the Company enter the details as prompted by
against the same the option YES/
selection screen. However, the system.
NO for voting. Select the option
members holding shares in (xviii) Shareholders can also
YES or NO as desired. The option
demat form will now reach the cast their vote using CDSLs
YES implies that you assent to the
Password Creation menu, mobile app m-Voting
wherein they are required to Resolution and option NO implies
available for android-based
mandatorily enter their login that you dissent to the Resolution.
mobiles. The m-Voting app
password in the new password (xiii) Click on the RESOLUTIONS FILE
can be downloaded from
field. Kindly note that this LINK if you wish to view the entire
Google Play Store. Apple
password is also to be used by Resolution details.
and Windows phone users
the demat holders for voting (xiv) After selecting the resolution,
can download the app
for resolutions of any other you have decided to vote on, click
from the App Store and
company for which they are on SUBMIT. A confirmation box
the Windows Phone Store,
eligible to vote, provided that will be displayed. If you wish to
respectively. Please follow
the company opts for e-voting confirm your vote, click on OK,
the instructions as prompted
through the CDSL platform. else to change your vote, click on
It is strongly recommended by the mobile app while
CANCEL and accordingly modify voting on your mobile.
not to share your password
your vote. (xix) Note for Non-Individual
with any other person and to
(xv) Once you CONFIRM your vote Shareholders and Custodians
take utmost care to keep your
on the resolution, you will not be Non-individual shareholders
password confidential.
(x) For members holding shares allowed to modify your vote. (i.e. other than Individuals,
in physical form, the details (xvi) You can also take a print of including HUFs, NRIs,
can be used only for e-voting the votes cast by clicking on etc.) and Custodians are
on the resolutions contained in Click here to print option on required to log on to www.
this Notice. the voting page. evotingindia.com and
register themselves as order a poll on her own motion passed on the AGM date, subject
Corporates. for all businesses specified in the to the receipt of the requisite
A scanned copy of the accompanying Notice. Poll papers numbers of votes in favour of the
Registration Form bearing will be distributed at the meeting resolutions.
the stamp and sign of the to enable such shareholders to 14. The results declared along with
entity should be emailed cast their vote. For clarity, please the Scrutinisers Report shall be
to helpdesk.evoting@ note that the members who placed on the Company website
cdslindia.com. have exercised their right to vote www.godrejcp.com within 2 days
After receiving the login electronically shall not vote by way of passing of the resolutions at
of poll at the Meeting. The voting the AGM of the Company and
details a Compliance
rights of the members shall be in communicated to the Stock
User should be created
proportion to their shares of the Exchanges, where the shares
using the admin login and
paid-up equity share capital of the of the Company are listed and
password. The Compliance
Company as on the cut-off/record traded.
User will be able to link the
date i.e. July 24, 2017. The poll
account(s) for which they By Order of the Board of Directors
process shall be conducted and
wish to vote.
scrutinised and a report thereon
The list of accounts V Srinivasan
will be prepared in accordance
linked in the login should Chief Financial Officer
with Section 109 of the Companies
be mailed to helpdesk. & Company Secretary
Act, 2013 read with the Rules
[email protected], Mumbai, June 23, 2017
made thereunder.
and on approval of the 11. Mr Kalidas Vanjpe, Practising
EXPLANATORY STATEMENT
accounts, they will be able Company Secretary, (Membership
PURSUANT TO SECTION 102(1)
to cast their vote. No. FCS 7132) or, failing him,
OF THE COMPANIES ACT, 2013
A scanned copy of the Ms Bhavana Shewakramani
Board Resolution and (Membership No. FCS 8636) has ITEM 5
Power of Attorney (POA), been appointed as the Scrutiniser
M/s Kalyaniwalla & Mistry LLP,
which they have issued in to scrutinise the e-voting process
Chartered Accountants have
favour of the Custodian, if (including the votes cast at the
been the Statutory Auditors of the
any, should be uploaded poll by the Members at the AGM)
Company since incorporation in the
in the PDF format in the in a fair and transparent manner.
year 2000. Pursuant to Section 139
system for the scrutiniser to 12. The Scrutiniser shall, within a
of the Companies Act, 2013 and the
verify the same. period not exceeding 3 working
rules made thereunder, the Company
days from the date of close of
(xx) In case you have any is required to appoint new Statutory
e-voting, unlock the votes in
queries or issues regarding Auditors of the Company.
the presence of at least two
e-voting, you may refer
witnesses, not in the employment On the recommendation of the Audit
the Frequently Asked
of the Company and shall forthwith Committee, at its meeting held on
Questions (FAQs) and the
prepare the Scrutinisers Report May 9, 2017, the Board considered
e-voting manual available and approved the appointment of
of the votes cast in favour of or
on www.evotingindia. B S R & Co, LLP, Chartered
against, if any, on the resolutions
com, under help section or and submit the same to the Accountants (Firm Regn. No.
write an email to helpdesk. Chairman Emeritus, the Executive 101248W/W-100022) as the Statutory
[email protected] Chairperson, or the Managing Auditors to hold office from the
10. In case of members who are Director & CEO of the Company. conclusion of the 17th AGM on July
attending the AGM and are 13. The results of e-voting and the poll 31, 2017 (i.e. the forthcoming AGM),
entitled to vote but have not on resolutions shall be aggregated until the conclusion of the 22nd AGM
exercised their right to vote and declared on or after the in the year 2022, at a remuneration as
electronically, the Executive AGM of the Company and the may be agreed upon by the Board of
Chairperson of the Company will resolutions will be deemed to be Directors and the Auditors.
ITEM 9 1 per cent of the net profits of All the Non-Executive Directors and
the Company in any fiscal year the Independent Directors of the
The Non-Executive Directors and
(computed in the manner provided Company are concerned or interested
the Independent Directors of your
in Sections 197 and 198 of the financially in the resolution because
Company bring with them significant
Companies Act, 2013) plus service the resolution relates to payment of
professional expertise and rich
tax at an applicable rate OR `15 commission to self. Mr Adi Godrej,
experience across a wide spectrum
lakhs per Non-Executive Director or Chairman Emeritus, and Ms Nisaba
of functional areas such as marketing,
Independent Director per annum plus Godrej, Executive Chairperson,
technology, corporate strategy,
service tax as applicable, whichever who are KMP are also concerned or
information systems, and finance.
is less, for the fiscal years 2014-15, interested in the resolution because
The Board is of the view that the resolution relates to the payment
2015-16, and 2016-17.
it is necessary that adequate
of commission to their relatives. Save
compensation be given to the For fiscal years 2017-18, 2018- and except these persons, no other
Non-Executive Directors and the 19, and 2019-20, the payment of Director or KMP of the Company
Independent Directors so as to commission on profits is proposed or their relatives are, in any way,
compensate them for their time and at a rate not exceeding 1 per cent concerned with or interested in,
efforts. of the net profits of the Company financially or otherwise.
The shareholders of the Company in any fiscal year (computed in the
have at the AGM held on July 28, manner provided in Section 198 of By Order of the Board of Directors
2014, accorded their consent for the Companies Act, 2013), plus taxes
payment of commission on profits at an applicable rate, subject to a V Srinivasan
to the Non-Executive Directors and maximum amount of ` 20 lakhs per Chief Financial Officer
the Independent Directors of the annum plus taxes at applicable rate & Company Secretary
Company at a rate not exceeding per director. Mumbai, June 23, 2017
Name of
Jamshyd Godrej Nadir Godrej Pirojsha Godrej Ndidi Nwuneli
Director
Directorship Listed Public Companies: Listed Public Companies: Listed Public Companies: Listed Public Companies:
details Godrej Consumer Products Godrej Consumer Products Godrej Consumer Products Godrej Consumer Products
Limited Limited Limited Limited
Godrej Industries Limited Godrej Industries Limited Godrej Properties Limited
Godrej Properties Limited Godrej Properties Limited Foreign Companies:
Mahindra And Mahindra Private Companies: Nestle Nigeria Plc
Public Companies: Limited Swaddle Projects Private Nigerian Breweries Plc
The Indian Hotels Company Limited LEAP Africa Ltd/GTE
Godrej & Boyce
Manufacturing Company Limited Godrej Investments Fairfax Africa Holdings
Limited Astec Lifesciences Limited Advisers AACE Food Processing &
Godrej Agrovet Limited Private Limited Distribution Ltd
Public Companies: Godrej One Premises Sahel Capital Partners &
Private Companies: Godrej & Boyce Management Advisory
Manufacturing Company Private Limited
Godrej Investments Private
Limited Limited
Illinois Institute of Godrej Agrovet Limited LLPs:
Technology (India) Private Creamline Dairy Products Designated partner in
Limited Limited Anamudi Real Estates LLP
Godrej Tyson Foods
Foreign Companies: Limited Partnership Firms:
Godrej (Singapore) Pte. Partner in RKN Enterprises
Ltd.
Godrej (Vietnam) Company Private Companies:
Ltd. Isprava Vesta Private
Godrej & Khimji (Middle Limited
East) LLC
Urban Electric Power Inc. Foreign Companies:
Singapore-India Partnership Godrej International Limited
Foundation, Singapore ACI Godrej Agrovet Private
World Resources Institute, Limited
USA
LLPs:
Section 8 Companies: ABG Venture LLP
Breach Candy Hospital NBG Enterprise LLP
Trust Anamudi Real Estate LLP
Singapore-India Partnership
Foundation, India Partnership Firms:
Shakti Sustainable Energy Partner in RKN Enterprises
Foundation
Raptor Research and
Conservation Foundation
Indian Machine Tool
Manufacturers Association
IMTMA Machine Tool
Industry Park
LLPs:
Godrej & Boyce Enterprise
LLP
JNG Enterprise LLP
RKN Enterprise LLP
Member:
Stakeholders Relationship
Committee:
Godrej Industries Limited
Audit Committee:
Mahindra And Mahindra
Limited
The Indian Hotels Company
Limited
CSR Committee:
The Indian Hotels Company
Limited
Nomination &
Remuneration Committee:
The Indian Hotels Company
Limited
Mahindra And Mahindra
Limited
Brief Resume of the Directors Wide Fund for Nature India. He Association.
proposed to be appointed/re- is the Chairman of the Board of Jamshyd Godrej is the Chairman
appointed: Directors of Shakti Sustainable of the CII Sohrabji Godrej Green
Mr Jamshyd Godrej Energy Foundation, India Resources Business Centre. The Centre
Jamshyd Godrej is the Chairman Trust and Council on Energy, is housed in a LEED Platinum
of the Board of Godrej & Boyce Environment and Water. He is a demonstration building which is
Manufacturing Company Limited. He Director of World Resources Institute, the first green building in India
graduated in Mechanical Engineering USA. He is also a Trustee of the Asia and the greenest building in the
from Illinois Institute of Technology, Society, USA. He is a member of world at the time when it was
USA. Toyota Motors Global Advisory Board rated. The Green Business Centre
Jamshyd Godrej is the former and Asia Pacific Regional Advisory is a Centre of Excellence for green
Chairman of Ananta Aspen Centre Committee. He is the Past President buildings, energy efficiency, energy
(previously known as Aspen Institute of Confederation of Indian Industry conservation, non-conventional
India), Chairman & Trustee of Ananta and also the Past President of the energy sources, water policy, water
Centre. He is the President of World Indian Machine Tool Manufacturers conservation, etc.
Godrej and Boyce Mfg. Co. expertise, Nadir Godrej has also by the National Human Resource
Ltd. manufactures and markets contributed to the development of a Development Network' in 2014.
refrigerators; washing machines; air variety of industries by participating Pirojsha holds a bachelor's degree
conditioners; office furniture; home keenly in industry bodies such as in Economics from the Wharton
furniture; security equipment for the Compound Livestock Feed Business School at the University of
banks (such as safes, strong room Manufacturers Association of India, Pennsylvania, a master's degree in
doors, bank lockers, etc.) and for Indian Chemical Manufacturers International Affairs from the School of
commercial establishments and Association, and Oil Technologists' International and Public Affairs (SIPA)
homes; locks and latches, forklift Association of India. at Columbia University, and an MBA
trucks and warehousing equipment; from Columbia Business School.
Currently, Nadir Godrej is the
process equipment for chemical, President of Alliance Franaise de Ms Ndidi Nwuneli
petrochemical, refineries and allied Bombay. For his contribution to Ndidi Nwuneli is an Independent
industries; precision tools for sheet Indo-French relations, the French Director of the Company. She is
metal, zinc, aluminium; real estate Government has honoured him with the Founder of LEAP Africa; Co-
development. the awards of Chevalier de l'Ordre Founder of AACE Food Processing
The Godrej group are leaders National du Mrite and Chevalier de & Distribution, an indigenous
in home appliances, consumer la Lgion d'Honneur. agroprocessing company; and co-
durables, office equipment, industrial founder of Sahel Capital; an advisory
A Bachelor of Chemical Engineering
products, consumer products and and private equity firm focused on the
from the Massachusetts Institute of
services. agribusiness sector in West Africa.
Technology and a Master of Chemical
Jamshyd Godrej is an ardent yachting She is also the Director of the African
Engineering from Stanford University,
enthusiast and has done extensive Philanthropy Forum.
Nadir Godrej completed his MBA
cruising along the west coast of India,
from the Harvard Business School. Ndidi Nwuneli was recognised as a
the Baltic & North Sea, the Atlantic
He lives in Mumbai, India with his wife Young Global Leader by the World
Ocean and in the Mediterranean Sea.
and three children. Economic Forum and received a
The President of India conferred
National Honour-Member of the
on Jamshyd Godrej the Padma Mr Pirojsha Godrej
Federal Republic from the Nigerian
Bhushan on 3rd April 2003. Pirojsha Godrej is an Additional Non- Government. She was listed as one
Mr Nadir Godrej Executive Director of the Company. of the 20 Youngest Power African
Nadir Godrej is a Non-Executive In 2012, Pirojsha Godrej took over as Women by Forbes. She serves on
Director of the Company. He is the CEO of Godrej Properties and in numerous international and local
the Managing Director of Godrej April 2017, as the Chairman of Godrej boards including Nestle Nigeria Plc.,
Industries and Chairman of Godrej Properties. In the years that he has Nigerian Breweries Plc., and Royal
Agrovet. He is also a Director of led the Company, Godrej Properties DSM Sustainability Board. She is the
numerous firms including Godrej & has been one of the fastest growing author of 'Social Innovation in Africa:
Boyce Co Ltd, Indian Hotels Co Ltd, real estate developers in India and, A Practical Guide to Scaling Impact',
and Mahindra & Mahindra Ltd. for the first time, emerged in fiscal published by Routledge in 2016.
A veteran of the Indian industry, Nadir year 2016 as India's largest publicly Ndidi Nwuneli started her career
Godrej has played an important listed real estate developer on the as a management consultant with
role in developing the animal feed, basis of sales. McKinsey & Company, working
agricultural input, and chemicals He is the recipient of considerable in their Chicago, New York, and
businesses owned by Godrej. His recognition in recent years, including Johannesburg offices. She holds an
active interest in research related to the 'Green Champion Award from MBA from Harvard Business School
these areas has resulted in several the Indian Green Building Council' and an undergraduate degree with
patents in the field of agricultural in 2016, 'Best CEO of the Year at honours in Multinational and Strategic
chemicals and surfactants. the Construction Times Awards' in Management from the Wharton
With his tremendous experience and 2015, and 'Best People CEO Award School of University of Pennsylvania.
PROXY FORM
(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and
Administration) Rules, 2014
DP ID:
I/We being the holders of shares of the above named Company hereby appoint
Name
Email
Address
Or failing him
Name
Email
Address
Or failing him
Name
Email
Address
as my/our proxy, whose signature is appended overleaf, to attend and vote (on a poll) for me/us on my/our behalf in
respect of such resolutions as are indicated overleaf, at the 17th AGM of the Company to be held on Monday, July 31,
2017, at Godrej One, 1st Floor Auditorium, Pirojshanagar, Eastern Express Highway, Vikhroli East, Mumbai- 400079.
P.T.O.
Resolution No. Vote
Resolution For Against Abstain
Ordinary Business
1. To consider and adopt the audited financial statements (both
standalone and consolidated) for the year ended March 31, 2017,
which include the Statement of Profit & Loss and Cash Flow Statement,
the Balance Sheet, the Auditors Report thereon, and the Directors
Report
2. To declare dividend on equity shares
3. To appoint a Director in place of Mr Jamshyd Godrej (DIN: 00076250),
who retires by rotation, and being eligible, offers himself for re-
appointment
4. To appoint a Director in place of Mr Nadir Godrej (DIN: 00066195), who
retires by rotation, and being eligible, offers himself for re-appointment
5. To appoint B S R & Co, LLP (Firm Registration. No. 101248W/W-100022)
as Statutory Auditors to hold office from the conclusion of this AGM till
the conclusion of the 22nd AGM to be held in 2022 and to authorise the
Board of Directors of the Company to fix their remuneration
Special Business
6. Ratification of remuneration payable to M/s. P. M. Nanabhoy & Co.,
appointed as Cost Auditors of the Company for fiscal year 2017-18
7. Appointment of Mr Pirojsha Godrej (DIN: 00432983) as Non-Executive
Director
8. Appointment of Ms Ndidi Nwuneli (DIN: 07738574) as Independent
Director
9. To fix commission on profits for Non-Executive Directors and
Independent Directors of the Company
Signed this day of , 2017.
Affix revenue
stamp of not
less than ` 1/-
Signature of First Proxy Holder Signature of Second Proxy Holder Signature of Third Proxy Holder
Notes:
1. This form, in order to be effective, should be duly stamped, signed, completed, and deposited at the Registered
Office of the Company, not less than 48 hours before the meeting.
2. It is optional to indicate your preference. If you leave the for, against, or abstain column blank against any or all
resolutions, your proxy will be entitled to vote in the manner as he/she may deem appropriate.
3. Members are requested to note that a person can act as proxy on behalf of not more than 50 members and holding in
aggregate not more than 10 percent of the total share capital of the Company carrying voting rights. In case a proxy
is proposed to be appointed by a member holding more than 10 per cent of the total share capital of the Company
carrying voting rights, then such person shall not act as a proxy for any other member.
ATTENDANCE SLIP
Godrej Consumer Products Limited
Registered Office: Godrej One, 4th Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (East),
Mumbai - 400079 CIN: L24246MH2000PLC129806
I hereby record my presence at the 17th Annual General Meeting of the Company on Monday, July 31, 2017, at 3.00 p.m.
at Godrej One, 1st Floor Auditorium, Pirojshanagar, Eastern Express Highway, Vikhroli East, Mumbai - 400079.
Note:
1. Please fill up the attendance slip and hand it over at the entrance of the meeting hall. Members are requested to
bring their copies of the Annual Report at the AGM.
Godrej One
1 st Floor Auditorium
Pirojshanagar
Eastern Express Highway
Vikhroli (E), Mumbai- 400 079.