To,
The Members,
Colgate-Palmolive (India) Limited
Your Directors are pleased to present their 83rd Report and
Audited Financial Statements of the Company for the Financial Year ended March 31, 2024.
Financial Highlights (H In Crores)
|
FY 2023-24 |
FY 2022-23 |
Total Revenue (a + b+c) |
5,756.95 |
5,279.77 |
Sales (a) |
5,644.18 |
5,187.86 |
Other Operating Revenue (b) |
36.25 |
38.33 |
Other Income (c) |
76.52 |
53.58 |
Profit before Tax and exceptional items and Tax |
1,800.83 |
1,420.88 |
Profit before Taxation |
1,781.33 |
1,409.67 |
Tax Expense |
457.67 |
362.53 |
Profit for the year |
1,323.66 |
1,047.14 |
Other Comprehensive Income (net of Tax)(gain) |
(0.23) |
4.89 |
Total Comprehensive Income |
1,323.89 |
1,042.26 |
Balance brought forward |
1,296.53 |
1,308.08 |
Profit available for appropriation |
2,620.42 |
2,350.34 |
Balance transferred to Retained Earnings from Share
Options Outstanding Account |
1.06 |
6.93 |
Appropriation : |
|
|
Dividend |
(1,169.54) |
(1,060.74) |
Dividend Distribution Tax |
- |
- |
Balance carried forward |
1,451.94 |
1,296.53 |
Business Performance
Reported Net Sales for the Financial Year 2023-24 stood at H 5,644.18
Crores against H 5,187.86 Crores of previous year. Net Sales increased by 8.8% in
comparison to the previous year. Reported Net Profit after tax for the Financial
Year 2023-24 was H 1,323.66 Crores, an increase of 26.4% over the previous year.
Despite the challenging business and economic environment, your Company
continues to sustain its leadership position in both the Toothpaste and Toothbrush
categories during the Financial Year 2023-24.
Dividend
During the year, the Company has declared the following Dividends:
Sr. No. Name |
Per Share (in J) |
Date of Declaration |
Payment on and from |
1. First Interim Dividend |
22 |
26.10.2023 |
21.11.2023 |
2. Second Interim Dividend |
26 |
14.05.2024 |
07.06.2024 |
3. One-time Special Interim Dividend |
10 |
14.05.2024 |
07.06.2024 |
Considering the declaration of two interim dividends and a One-time
Special Interim Dividend for the Financial Year 202324, the Board of Directors has not
recommended a final dividend for the Financial Year 2023-24.
The Company declares and pays dividend in Indian rupees. In terms of
the requirements of the Income Tax Act, 1961, the Company has made the payments of
Dividend after deducting the Tax at Source, as applicable. The dividend remittance outside
of India is governed by Indian laws on Foreign Exchange and are also subject to deduction
of Tax at Source, as applicable.
Transfer to Reserves
During the Financial year, no amount was transferred to the general
reserves.
Differential Voting Rights and Sweat Equity Shares
During the Financial year, no shares with diFFerential voting rights
and sweat equity shares were issued.
Focus on Innovation and New Launches / Campaign
Your Company is focused on delivering insight-driven innovation that
provides value-added new products. In the Financial Year 2023-24, the following products
were launched/relaunched:
Colgate Strong Teeth : Colgate Strong Teeth, the flagship product
was relaunched with its unique Arginine based technology that gives a Calcium boost, and
not just cleans your teeth but also nourishes them. It was launched with a new campaign
'Paste hi Nahin, Daanton Ka Poshan hai yeh!'*, that is building a completely new narrative
in the category by spotlighting the significance of nourishment for stronger teeth.
Colgate MaxFresh : Colgate MaxFresh was relaunched with a new
cooling technology, packaging and communication. The new product experience provides an
intense burst of freshness that jolts you awake from your morning slumber and prevents
innocent morning goof-ups. This was also brought alive by a new campaign, highlighting the
messaging of 'Neend Bhago, Taazgi Jagao.
Colgate Active Salt : Salt is known and ingrained in Indian oral
care traditions for a long time; Colgate Active Salt formula works for healthy teeth and
gums which was relaunched with an improved and more potent formula that tackles oral
problems right at their inception.
Colgate Zig Zag : Going back to the roots of 'Deep Cleaning',
Colgate Zig Zag was relaunched with a new product, packaging and proposition. Thus,
creating a consumer perceivable winning bundle and landing the key benefits of Zig Zag
Toothbrush widening the gap to closest competitor.
Colgate Super Junior : Colgate Super Junior was relaunched after 7
years+ with new product, packaging & pricing strategy. Creating contemporary relatable
Kids characters & reimagining the backer as one canvas - a First in the category,
drove availability to never before stores with a consumer winning bundle vis-a-vis
competition.
Change(s) in the Nature of Business
During the Financial Year under review, there were no
material changes in the nature of business of the Company.
Details of Subsidiary, Joint Venture and Associate Company
Your Company does not have any Subsidiary or Joint Venture or Associate
Company.
ESG & Business Responsibility & Sustainability Reporting
As a leading oral care Company in India, Colgate-Palmolive (India)
Limited champions optimism and amplifies ESG efforts to 'reimagine a healthier future for
all its people and the planet.' We are dedicated to executing our strategy to create
shared, sustainable value for all stakeholders. Our commitment to responsible growth and
sustainability remains unwavering. Flagship programs such as 'Colgate Bright Smiles,
Bright Futures?,' Keep India Smiling Scholarship programs, and initiatives in water
conservation, waste management, and digital and financial literacy drive social impact,
preserve the environment, and reach millions. We continuously realign our practices to
innovate for good as 'everyone deserves a future to smile about.' This is our third year
of publishing the Environmental, Social and Governance ('ESG') Report and Business
Responsibility and Sustainability Report ('BRSR'), showcasing our ESG progress, empowering
stakeholders to make informed decisions and reinforcing our dedication to trust and
transparency.
Environment : Our Company is committed to ensuring that consumers
enjoy numerous benefits from using our sustainable products. We validate our product
development process through consumer feedback gathered from various channels, constantly
improving our processes and systems. Insights from customer satisfaction surveys combined
with enhanced employee skills, drive our product innovations. Additionally, we have
implemented a follow-up monitoring mechanism to ensure corrective actions are taken,
providing safe, sustainable, and high-quality products to all our consumers. To achieve
the goal of delivering innovative and sustainable products, we are focused on the
following priority areas: Usage of recycled content and Eliminate usage of plastics in
packaging
Social : Our people are our greatest asset, and we prioritize
building strong relationships to create a resilient, innovative, and future-ready
workforce. The Company fosters a work culture that encourages creativity and
employee-driven innovation, aligning with our purpose of 'reimagining a better future for
people and the planet.' Our inclusive HR policies and practices ensure a safe and
supportive work environment for all employees. We inspire trust by offering fair and
competitive remuneration, rewards, benefits, learning opportunities, career growth, and
work flexibility, helping us retain and attract employees who share our values.
AdditionaNy, through our Corporate Social Responsibility initiatives we
endeavour to create a meaningful impact on the millions of lives we touch. We organize our
CSR initiatives under three thematic areas: Oral Healthcare Education, Keep India Smiling,
and Water Access, Augmentation & Waste Management Program. Through these programs, we
focus on enlightening school children through oral health education and tobacco prevention
sensitization, empowering women through livelihoods, Financial and digital literacy and
providing communities with access to safe drinking water, water for sanitation, water
availability for agriculture and farm- based activities. We are also impacting smiles for
life of children suffering from cleft and palate deformities.
Governance : The Company champions long-term value creation for all
its stakeholders through robust and fair governance mechanisms. Our governance structures,
founded on integrity and transparency, ensure that ethical standards are upheld throughout
the business. Acting ethically is imperative as we strive to comply with all applicable
laws while conducting business globally. Guided by a highly engaged board and management,
we ensure that sustainability is closely integrated with our governance mechanisms,
reinforcing our commitment to responsible and ethical business practices.
Our 2025 Sustainability and Social Impact Strategy is guided by three
key pillars: Driving Social Impact, Helping Millions of Homes, and Preserving our
Environment, abbreviated as S-MIL-E. Our focus is on promoting healthier lives,
contributing to the communities where we operate, and growing the business with
innovative, sustainable products. We are committed to conserving Earth's resources,
addressing climate change, and ensuring the well-being of our planet for future
generations. These principles drive all our plans and actions, reflecting our dedication
to sustainability and making a positive impact.
The Company has received TRUE? certification for Zero Waste (Platinum
level) in 2019, for all its four manufacturing sites in India, from Green Business
Certification Inc. (GBCI), the premier organization independently recognizing excellence
in green business industry performance and practice globally. The GBCI administers TRUE?
certification for Zero Waste, a program for businesses to assess performance in reducing
waste and maximizing resource efficiency. Facilities earn TRUE? certification by
achieving minimum program requirements and attaining points; the program operates on a
ranking system, with 'Platinum' being the highest certification level. We continue to
maintain the certification as our Diversion Rating at more than 99% as per the
requirements. The Company is the First in India to receive such certification.
Business Responsibility and Sustainability Reporting
In line with the requirements of Securities and Exchange
Board of India ('SEBI'), your Company took a proactive approach in
adopting BRSR for the Financial Year 2021-22, a year in advance of it becoming a mandatory
requirement. BRSR ensures that our investors have access to relevant information and
disclosures with regard to our performance on ESG parameters. Your Company believes in
conducting its business activities in a responsible and sustainable manner.
Your Company has always been steadfast in embedding ESG across all the
functions of the Company. To showcase our commitment towards sustainable development your
Company has incorporated transparent reporting practices with regard to ESG
responsibilities. BRSR Report illustrates the Company's efforts towards creating a long
term value for all stakeholders in a responsible manner. The BRSR Report for the Financial
Year 2023-24 forms an integral part of this Report and is attached as Annexure 6.
BRSR Core Assurance
In terms of the requirements of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('the SEBI Listing Regulations') and SEBI
Circular SEBI/HO/CFD/CFD - SEC-2/P/CIR/2023/122 dated July 12, 2023, the Company is
required to undertake reasonable assurance of the BRSR Core for the Financial Year
2023-24.
The Board of Directors at its Meeting held on March 14, 2024 appointed
M/s. DNV Business Assurance India Private Limited ('DNV') as the Assurance Provider on
BRSR Core for the Financial Year 2023-24.
A Reasonable Assurance Report on BRSR Core of the Company for the
Financial Year 2023-24 is annexed herewith as Annexure 7.
Corporate Social Responsibility
The Company is committed to ensure the well-being of the community and
environment in which it operates. Corporate Social Responsibility ('CSR') forms an
integral part of our business activities. The Company's CSR Policy also reflects the
Company's commitment towards society and environment. The CSR initiatives are carried out
by the Company through a variety of effective programs in accordance with the requirements
of Section 135 and Schedule VII of the Companies Act, 2013, and rules made thereunder
('the Act') in partnership with reputed NGOs and agencies. The ESG and Corporate Social
Responsibility Committee and the Board of Directors closely review and monitor, from time
to time, the various CSR activities undertaken by the Company. The key CSR programs
undertaken by your Company during the Financial Year 2023-24 are :
1. Colgate Bright Smiles, Bright Futures?;
2. Water Augmentation for Livelihoods & Women Empowerment - with
Seva Mandir;
3. Water accessibility program - with Water For People India Trust;
4. Keep India Smiling Foundational Scholarship & Mentorship Program
- with Shikshadaan;
5. Smiles For Life - Program on Cleft Surgeries & Care with Mission
Smile;
6. Waste Management Program with Nepra Foundation;
7. Financial and Digital Literacy Program with Haqdarshak; and
8. Support communities (Rural Upliftment) with Action Aid.
As per the requirements of Section 135 of the Act, the Company was
required to spend an amount of H 27.87 Crores during the Financial Year 2023-24. During
the year, the Company spent an amount of H 30.60 Crores (including an unspent amount of H
5.53 Crores for the Financial Year 2022-23).
The total amount allocated for CSR Expenditure could not be spent
during the year owing to challenges like closure of schools for prolonged periods during
severe winters in the northern region and election protocols in some regions hindered our
ability to reach all targeted schools. These unforeseen circumstances led to a deviation
from our intended coverage goals. As a result, an amount of H 2.80 Crore has remained
unspent within our allocated budget for the year and the same has been transferred to the
'Colgate- Palmolive (India) Limited - Corporate Social Responsibility Unspent Account
(BSBF) - 2023-24', in terms of the requirements of law.
A detailed description of the above programs/ activities is contained
in the Annual CSR Report which forms an integral part of this Report and is annexed as Annexure
2.
The contents of the CSR Policy as well as the CSR programs undertaken
by the Company are available on the Company's website at https://www.colgateinvestors.co.in/policies.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, your Company's
Directors, based on the representations received from the Management, confirm that :
in the preparation of the Annual Accounts for the Financial Year
ended March 31, 2024, the applicable Accounting Standards have been followed along with
proper explanation relating to material departures;
they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at
March 31, 2024 and of the profit and loss of the Company for that
period;
they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
the Annual Accounts have been prepared on a 'going concern'
basis;
they have laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and operating
effectively; and
they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
Human Resources
At Colgate-Palmolive (India) Limited, we believe that our employees are
our most important asset. Our commitment to foster a positive, harmonious and productive
environment has been unwavering throughout the last year. We have continued to strengthen
and elevate the positivity and consistency of our value based behavior through a series of
strategic initiatives and programs aiming to further enhance communication, engagement,
inclusion and overall well being under our SHAPE ('Strategic and Holistic Approach for
People Excellence') framework. We have successfully maintained a harmonious relationship
with our workforce and the labor unions representing them wherever applicable.
We have maintained an open & transparent communication policy
through 'My Voice' a grievance redressal platform, that encourages employees across all
levels to share their ideas, concerns, and feedback to improve our sites. We have also
leveraged our regular committee meetings (Canteen, Welfare etc), 'Lets talk' (engagement
with site leaders) in keeping our lines of communication open and transparent. This year,
we have started working on implementing digitalization for improving communication and
connect across all the levels at sites.
At Colgate, we do recognize the importance of continuous learning, we
continue to leverage our training program on anti bribery, human rights, Prevention of
Sexual Harassment ('POSH'), Safety, Quality and other operating fundamentals. Our Flagship
young leaders development program 'Udaan' has identified and nurtured potential of our
'Early in career' leaders to elevate engagement and enhance people management capabilities
at the workplace. This year the Data and Analytics Gurukul program has helped our
employees to upgrade their data analytical skills.
Diversity and inclusi?n are at the center of our employee relations
approach. We use a life stage support-related counseling framework to increase inclusi?n
and break in carrers. We are proud to share the good wins of this framework on the shop
floor.
Our employees' health and well-being are our top priority. For this
year, our Employee Assistance Program, Live Better initiatives, and well-being principles
provided ongoing, confidential help (as needed) to employees facing personal and
professional issues.
We found the last year to be highly rewarding and enriching,
particularly in terms of using HR policies and technologies to ensure that employee issues
were addressed immediately, minimizing the impact on morale and productivity.
As we move into the next f?nancial year, we are committed to enhancing
our employee relations further leveraging SHAPE, My voice, Lets talk and other
initiatives. We plan to leverage our revised Operations Team Leader Excellence (OTLE)
framework to expand our connect and underscore inclusive leadership for adoption readiness
on newer ways of working.
As on March 31, 2024, the total number of employees were 2221.
The detailed description of the Employee Initiatives taken by the
Company are included in the Management Discussion and Analysis on page no. 166.
Prevention of Sexual Harassment at workplace
Our organization maintains an unwavering stance against all forms of
harassment and discrimination, including but not limited to sexual harassment. To uphold
this commitment, we have established an Internal Complaints Committee (ICC) dedicated to
the thorough investigation and resolution of sexual harassment allegations. We strongly
encourage employees to voice their concerns and report any incidents of harassment to the
ICC without hesitation.
To further reinforce our commitment, we have implemented a
comprehensive Policy on the Prevention of Sexual Harassment. This Policy is meticulously
reviewed and updated by the ICC at regular intervals to ensure its continued relevance and
effectiveness. When a complaint is lodged with the ICC, it is handled with the utmost
fairness and conf?dentiality. We are resolute in our stance against any form of
retaliation towards employees who come forward with complaints. Our goal is to foster a
safe and respectful workplace where every individual feels secure and valued.
During the Financial Year 2023-24, 1 complaint was received,
investigated and appropriately resolved by the ICC.
Particulars of Employees
Information as per Section 197 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure
4 to this Report.
The statement containing the names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) of the aforementioned Rules forms integral part of this Report
and will be made available on request sent to the dedicated email address of the Company
at cpilagm@colpal.com.
Trade Relations
Your Directors wish to record appreciation of the continued, unstinted
support and cooperation from its retailers, stockists, suppliers of goods/ services,
clearing and forwarding agents and all others associated with it. Your Company will
continue to build and maintain a strong association with its business partners and trade
associates.
Energy Conservation, Technology Absorption and Foreign Exchange
The information required under Section 134(3)(m) of the Act read with
the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology
absorption and foreign exchange earnings/outgo is attached as Annexure 3 to this
Report.
Corporate Governance
A separate report on Corporate Governance laying down the Company
Philosophy on the Corporate Governance as well as all the disclosures as required under
the SEBI Listing Regulations along with the Auditors' Certif?cate on its compliance with
the corporate governance requirements under the SEBI Listing Regulations forms an integral
part of this Report and is annexed as Annexure 1.
Directors and Key Managerial Personnel
Since April 1, 2023 till the date of this Report, the following changes
have taken in the Board of Directors and the Key Managerial Personnel (in the order of
their occurrence):
Re-appointment of Ms. Sukanya Kripalu (DIN : 06994202) as
Non-Executive, Independent Director for a second term of 5 (f?ve) consecutive years
w.e.f. June 1, 2023 till May 31, 2028;
Appointment of Dr. (Mr.) Indu Bhushan (DIN: 09302960)
as Non-Executive, Independent Director for a first term of 5 (five)
consecutive years with effect from July 26, 2023 till July 25, 2028;
Appointment of Mr. Sanjay Gupta (DIN : 05100297) as
Non-Executive, Independent Director for a first term of 5 (five) consecutive years with
effect January 22, 2024 till January 21, 2029;
Retirement of Ms. Shyamala Gopinath (DIN : 02362921) - effective
May 31, 2024, Mr. Vikram Singh Mehta (DIN : 00041197) and Dr. (Ms.) Indu Shahani (DIN :
00112289) - both effective July 24, 2024 as Independent Directors of the Company upon
completion of their second term of serving as Non-Executive, Independent Directors of the
Company. The Board recognises their valuable efforts during the subsistence of their term
and places its appreciation on record.
Based on the declarations provided by Dr. Bhushan and Mr. Gupta, they
both are Independent of the Management.
Pursuant to the provisions of Section 152 of the Act, Ms. Prabha
Narasimhan (DIN : 08822860), Managing Director and Chief Executive Officer of the Company,
retires by rotation at the ensuing Annual General Meeting and being eligible, has offered
herself for re-appointment. Based on the recommendation of the Nomination and Remuneration
Committee, the Board recommends her re-appointment.
Mr. Mukul Deoras (02869422) was appointed as a Non Retiring Director
and Chairperson effective September 1, 2018. In terms of requirements of Regulation 17(1D)
of the SEBI Listing Regulations, no director shall continue on the Board for more than 5
years without seeking the approval of the Members. Considering that 5 years have elapsed
since the date of his appointment, an approval is being sought for reappointment of Mr.
Deoras for a period of 5 years effective July 30, 2024 till July 29, 2029, not liable to
retire by rotation, at the ensuing Annual General Meeting of the Company.
As on March 31, 2024, Ms. Prabha Narasimhan, Managing Director and
Chief Executive Officer, Mr. M S Jacob, Whole- time Director & Chief Financial Officer
and Mr. Surender Sharma, Whole-time Director Legal & Company Secretary were the Key
Managerial Personnel of the Company.
Declaration of Independence :
The Company has received the necessary disclosures under the Act and
the SEBI Listing Regulations including declarations from all Independent Directors that
they meet the criteria of independence as laid down under Section 149(6) of the Act and
the SEBI Listing Regulations. In the opinion of the Board, the Independent Directors
fulfil the conditions specified in the SEBI Listing Regulations and are independent of the
management. Further, the Independent Directors possess integrity and necessary expertise
and
experience (including the proficiency) which bring tremendous value to
the Board and to the Company.
Directors and Officers Liability Insurance Policy
The Company has a Directors and Officers Liability Insurance Policy
which protects Directors and Officers of the Company for any breach of fiduciary duty.
Familiarization Program
The Company conducts familiarization programs for Independent Directors
with regard to their roles, rights, responsibilities towards the Company, the business
operations of the Company, etc. Detailed presentations are made to the Board and its
committees from time to time.
Gist of Familiarization programs conducted during the Financial Year
2023-24 are as follows:
Sr. No Program/Presentation
1. Business Updates
2. Regulatory updates
3. Risk Updates
4. Cyber Security Updates
5. Tax Updates
6. CSR & Sustainability Updates
7. Succession Planning
8. Update on Shareholder Matters
9. Strategy Meets
Details of the familiarization programs extended to the Independent
Directors during the Financial Year 2023-24 are disclosed on the Company website from time
to time at http://www.colgateinvestors.co.in/policies. The said details are also
available on CG Report on page no. 139.
Number of Board Meetings
During the Financial Year 2023-24, five (5) Board meetings were held on
May 12, 2023; July 26, 2023; October 26, 2023; January 22, 2024; and March 14, 2024. The
details of which are provided in the Corporate Governance Report that forms an integral
part of the Board's Report.
Committees
The Board of Directors of the Company has established various Board
committees to assist in discharging their duties. These include Audit Committee,
Stakeholders' Relationship Committee, ESG and Corporate Social Responsibility Committee,
Risk Management Committee
and Nomination and Remuneration Committee. The Board has approved the
terms of reference for each of these committees. All the committees of the Board hold
their meetings at regular intervals and make their recommendations to the Board from time
to time as per the applicable provisions of the Act and the SEBI Listing Regulations.
The broad terms of reference of the said Committees are stated in the
Corporate Governance Report that forms an integral part of this Report.
Annual Performance Evaluation
Pursuant to the provisions of the Act and the SEBI Listing Regulations,
the Board has carried out an Annual
Performance Evaluation of its own performance, as well as the
performance of its Committees, its Members including Independent Directors, Executive
Directors and the Chairperson.
The Annual Performance Evaluation process has been designed in such a
manner which helps to measure effectiveness of the entire Board, its Committees,
Chairperson and Individual Directors. Such processes help in ensuring overall performance
of the Board and demonstrates a high level of Corporate Governance Standards. There are
various key performance areas and evaluation criteria which are measured and analyzed
during the process, few of them are in the table:
Performance evaluation of |
Key performance areas/evaluation criteria |
1. Board as a whole |
Proper mix of competencies to conduct its affairs
effectively. |
|
Appropriate mix of independent and non- independent
directors. |
|
Number and frequency of Board meetings is adequate to
perform its duties effectively. |
2. Committees |
Performance of the responsibilities as outlined in the
charter and applicable laws and regulations. |
|
Composition in terms of size, skills/expertise and
experience, if appropriate to perform its responsibilities. |
|
Efficiency in conduct of Meetings with sufficient time
allocated on significant or emerging issues. |
3. Chairperson |
Providing guidance to the Board on delineation of
roles of the Board and Management. |
|
Providing direction to the Board on aspects that are
critical/of strategic significance to the Company. |
|
Creating a cohesive environment to allow open and fair
discussion. |
4. Executive Directors |
Understanding and knowledge of the Company and the
sector it operates in and staying abreast of the issues, trends, risks, opportunities and
competition affecting the Company. |
|
Understanding of duties, responsibilities,
qualifications, disqualifications and liabilities as a Director. |
|
Ensuring best Corporate Governance practices and
compliance with the applicable laws and regulations. |
5. Independent Directors |
Suitable business knowledge and understanding of the
Industry in which the Company operates. |
|
Exercising the independent judgement and voicing
opinion freely without any influence. |
|
Understanding of governance, regulatory, financial,
fiduciary and ethical requirements of the Board/ Committee. |
The Board Members are apprised of the detailed requirements of the law
and are provided with an overview of the process. The Nomination and Remuneration
Committee and the Board discusses the basis & various criteria for the Board,
Committees, Chairperson as well as Executive and Independent Directors.
The Evaluation for the Financial Year 2023-24 was conducted digitally
with anonymous responses, which were then recorded and reported to the Nomination and
Remuneration Committee as well as the Board. The Chairperson has necessary discussions
with the Board Members about the performance and the outcome of the evaluation process.
The Performance Evaluation results for the year reflected highly
satisfactory performance. The specific discussions and feedback were discussed by the
Chairperson with each of the individual directors. The feedback for each of the
committees/Board was discussed at the Meetings of Nomination and Remuneration Committee
and the Board.
Company Policies
The Board of Directors of your Company, from time to time, has framed
and revised various Policies as per the applicable Acts, Rules and Regulations and
Standards of better governance and administration of your Company. Overview of the key
policies, as approved by the Board of Directors is as follows :
Nomination and Remuneration Policy : This Policy sets the
objective, terms of reference, functions and scope of the Nomination and Remuneration
Committee for determining quafications, experience, independence, positive attributes,
etc. relating to the appointment and remuneration for the Directors, Key Managerial
Personnel and Senior Management employees of the Company.
Corporate Social Responsibility ('CSR') Policy : This Policy sets
out the role of the CSR Committee of the Board of Directors, which includes identificaron
of the areas where the CSR activities will be performed, evaluation of CSR activities,
review the CSR spending vis-a-vis the activities implemented and monitoring the process of
CSR projects/ programs of the Company.
Risk Management Policy : This Policy provides the framework for
identification of risks of the Company, risk assessment and prioritization, loss
prevention measures and other risk management measures for the Company.
Related Party Transactions Policy : This Policy regulates the entry
into transactions between the Company and its related parties and the required corporate
approvals as per the laws and regulations applicable to the Company from time to time.
Policy on Determination of Materiality of Event or Information : This
Policy lays down the criteria for determining the materiality of an event or information
of the Company for purposes of making required disclosures to the stock exchanges pursuant
to the SEBI Listing Regulations.
Records Management Policy : This Policy establishes general
guidelines for retaining, preserving and archiving important documents and information.
The Archival Policy forms part of the Records Management Policy.
Code of Conduct for Prevention of Insider Trading :
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations,
2015, your Company has framed a Code of Conduct on prohibition of insider trading.
Dividend Distribution Policy : This Policy sets the parameters
& describes the internal and external factors which are considered by the Board of
Directors for the purpose of declaration of dividend.
Policy on Retirement of Directors : This Policy lays down the age
criteria for retirement of Directors on the Board of the Company. The criterion for age is
desirable to allow smooth retirement for the purpose of succession planning and further to
induct requisite skills and competencies on the Board of the Company with appropriate
continuity.
Public Policy Advocacy : This Policy deals with laying down of
standardized approach while making interactions and /or representations to the Government
/ Regulatory Authorities. The Company may offer opinions and recommendations to
governments on particular issues to support its business goals and needs.
Board Diversity Policy: The Company recognizes the importance and
benefits of having a diverse Board to enhance the quality of its performance. Diversity
encompasses diversity of perspective, experience, skills, education, background,
ethnicity, gender and personal attributes. This policy ensures that we have optimum
composition of Board Members with diverse experience and skill sets to achieve the
objectives of the organization.
The aforesaid Policies are available in the Investors Section on the
website of the Company at https://www.colgateinvestors. co.in/policies.
Vigil Mechanism
The Company has an effective Vigil Mechanism system which is embedded
in its Code of Conduct. The Code of Conduct of the Company serves as a guide for daily
business interactions, reflecting the Company's standard for appropriate behaviour and
living corporate values. The Code of Conduct applies to all Colgate people, including
Directors, Officers, and all employees of the Company. Even the Company's vendors and
suppliers are subject to the Third Party Code of Conduct
requirements and adherence to the same and it is a pre- requisite for
conducting business with the Company. The Code of Conduct Hotline is available on the
Company website to report any concerns about unethical behaviour, any actual or suspected
fraud or violation of the Company's Code of Conduct. No adverse action will be taken
against anyone for complaining about, reporting, participating or assisting in the
investigation of a suspected violation of the Code of Conduct, unless the allegation made
or information provided is found to be intentionally false. The Company conducts various
training and awareness sessions on Code of Conduct on a continuous basis through online
& offline modes including creative mailers to all employees. Senior Leadership Members
at various occasions emphasize the importance of adherence to the Company's Code of
Conduct and its ethical ways of working.
The status of the Code of Conduct complaints is provided in the Audit
Committee Meetings ('ACM') and appropriate actions alongwith Action Taken Report is
presented in ACM and are discussed at length. Any specific suggestion/ feedback from the
Committee is actioned upon.
The Code of Conduct is available at https://www.colgate
palmolive.com/en-us/who-we-are/governance/code-of- conduct.
Public Deposits
During the Financial Year 2023-24, your Company has not accepted any
Public Deposits under Chapter V of the Act.
Unpaid/Unclaimed Dividend
In terms of the provisions of Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016, an amount of H 2.09 Crores of
unpaid/unclaimed dividends were transferred during the Financial Year 2023-24 to the
Investor Education and Protection Fund (IEPF).
The due dates for transfer of unpaid dividend to IEPF for subsequent
years is provided in the Corporate Governance Report on page no. 153.
Loan, Guarantees and Investment
Particulars of loans, guarantees and investment made by the Company
pursuant to Section 186 of the Act are given in Note No. 4 and 11 to the Financial
Statements.
Related Party Contracts & Arrangements
All related party transactions done by the Company during the Financial
Year 2023-24 were at arm's length and in the ordinary course of business. All related
party transactions
were reviewed and approved by the Audit Committee. During the Financial
Year 2023-24, the Company has not entered into any material related party transaction as
per the SEBI Listing Regulations with any of its related parties. Disclosures pursuant to
the Accounting Standards on related party transactions have been made in the notes to the
Financial Statements. To regulate related party transactions, the Company has also framed
a Policy on Related Party Transactions and the same is available on the Company's website
at https://www.colgateinvestors.co.in/policies.
As there were no related party transactions which were not in the
ordinary course of the business or not on arm's length basis and also since there was no
material related party transaction as stated above, disclosure under Section 134(3)(h) of
the Companies Act, 2013 in Form AOC-2 is not applicable. For more details on Related Party
Transactions which are in ordinary course of business and on arm's length basis, please
refer Note No. 37 of Financial Statements.
Auditors
M/s. S R B C & CO LLP Chartered Accountants, Mumbai (ICAI Firm
Registration No. 324982E/ E300003), were appointed as Statutory Auditors of the Company
for a second term at the 81a Annual General Meeting (AGM) of the Company held
on July 28, 2022, for a period of 5 (five) consecutive years from the conclusion of the 81st
AGM till the conclusion of the 86th AGM.
The Audit report for the Financial Year 2023-24 does not contain any
qualification, reservation or adverse remarks. Further, during the Financial Year 2023-24,
the Statutory Auditors have not reported any instances of fraud to the Audit Committee or
Board as per Section 143(12) of the Act.
Secretarial Auditor & Secretarial Audit Report
The Board had, in its meeting held on May 12, 2023 appointed M/s.
Dholakia & Associates LLP (ICSI Unique Code: P2014MH034700, FCS No. 10032, COP No.
12884) to carry out the Secretarial Audit for the Financial Year 2023-24 under the
provisions of Section 204 of the Act. The Secretarial Audit Report in Form MR-3 is
attached as Annexure 5 to this Report. The Secretarial Audit Report for the
Financial Year 2023-24 does not contain any qualification, reservation or adverse remarks.
Cost Auditor and Cost Records
Maintenance of cost records and requirement of cost audit as
prescribed under the provisions of Section 148 of the Act are not
applicable for the business activities carried out by the Company.
Annual Return
The Annual Return of the Company has been placed on the website of the
Company and can be accessed at https://www.colgateinvestors.co.in/annual-report.
Significant and Material Orders Passed by the Regulators or Courts
During the Financial Year 2023-24, there were no signiFicant or
material orders passed by the Regulators or Courts or Tribunals impacting the going
concern status and operations of the Company in the future.
Material Changes Affecting the Company
There have been no material changes and commitments affecting the
Financial position of the Company between the end of the Financial Year and date of this
report.
Compliance with Secretarial Standards
Your Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board and General Meetings.
Adequacy of Internal Financial Controls
Your Company has an adequate and talented team of internal auditors
that oversees the internal Financial processes, policies, and recommends robust internal
Financial controls from time to time. These internal Financial controls help to put in
place checks on the implementation of the internal Financial controls, policies &
procedures that are adopted by the Company for ensuring an orderly and eFFicient conduct
of its business. These internal Financial controls help in safeguarding assets, prevention
& detection of frauds and/or errors, maintaining the accuracy and completeness of the
accounting & Financial records. These controls help in the timely
preparation of transparent, complete and accurate Financial information and statements as
per the accounting standards and principles laid down. The Audit Committee of your Company
evaluates the internal Financial controls system periodically. The detailed note on
Internal Controls is provided in Management Discussion and Analysis on page no. 168.
Awards and Accolades
During the Financial Year 2023-24, the company received several key
awards and accolades. For a detailed list of additional awards, please refer to Award
sections of this report.
Taggd & Business Today- Top 4 FMCGs to work for,
2023.
ET Best Organizations- One of the Best Organizations for Women,
April 2023.
Indian Social Impact Awards- Best CSR Project of the Year (BSBF
- Oral Health Education) and the Best Women Empowerment Initiative of the Year (Colgate's
Livelihoods and Digital & Financial Literacy Program),
2024.
India Workplace Equality Index- Bronze Employer for LGBTQIA+
Inclusion, 2023.
Institute of Supply Chain Management (ISCM)- 'Functional
Champion' for 'Resilient Supply Chain of the Year - CPG' award and the 'Best Initiatives
in Demand & Supply Alignment-CPG Sector.
Market Research Society of India (MRSI)- Golden Key Award for
Best Data Collection Innovation for Mouth Audit.
Silver at the Clio Awards- 'Brush at Night - The Sweet Truth'
campaign, 2024.
Recognition for Innovations for Maxfresh Relaunch and Innovation
for Colgate Strong Teeth Product Relaunch.
Acknowledgements
Your Directors wish to convey their deepest appreciation for the
unstinted dedication, professionalism, commitment and resilience displayed by the
Company's employees at all levels and business partners, customers, vendors etc. Your
Directors also wish to express their gratitude towards the Shareholders for their
continued trust, support and confidence.
|
|
For Colgate-Palmolive (India) Limited |
|
Prabha Narasimhan |
M. S. Jacob |
|
Managing Director & |
Whole-time Director & |
Place: Mumbai |
Chief Executive OFFicer |
Chief Financial OFFicer |
Date: May 14, 2024 |
(DIN : 08822860) |
(DIN : 07645510) |