Dear Members,
Your Company's Directors have pleasure in presenting the Annual and Integrated Report
for the Financial Year ended March 31, 2025.
1. Results of Our Operations
The financial performance of your Company for the fiscal year under review is given
below. An overview of the performance of the Company's subsidiaries in various geographies
is given separately in the Board's Report. The Shareholders may also refer to the
Management Discussion and Analysis section, which gives more details on the functioning of
the Company.
Financials: Abridged Profit and Loss Statement
(Rs. Crore)
Particulars |
Consolidated |
Standalone |
|
March 31, 2025 |
March 31, 2024 |
March 31, 2025 |
March 31, 2024 |
| Total revenue from operations |
14,364.29 |
14,096.11 |
8,910.15 |
8,411.40 |
| Other income |
316.12 |
268.95 |
260.35 |
455.96 |
| Total income |
14,680.41 |
14,365.06 |
9,170.5 |
8,867.36 |
| Total expenses, including depreciation and finance costs |
11,945.34 |
11,689.97 |
7,142.08 |
6,429.77 |
| Profit/loss before exceptional items, share of profit of equity accounted
investees and tax |
2,735.07 |
2,675.09 |
2,028.42 |
2,437.59 |
| Exceptional items |
(63.18) |
(2,476.86) |
(12.29) |
(1,152.75) |
| Profit/loss before tax |
2,671.89 |
198.23 |
2,016.13 |
1,284.84 |
| Tax expense |
819.59 |
758.78 |
665.61 |
637.81 |
| Profit/loss after tax |
1,852.30 |
(560.55) |
1,350.52 |
647.03 |
| Other comprehensive income |
135.68 |
(134.34) |
(2.28) |
6.68 |
| Total comprehensive income attributable to owners of the company |
1,987.98 |
(694.89) |
1,348.24 |
653.71 |
2. Share Capital
The Paid-up Equity Share Capital as on March 31, 2025, was Rs. 1,02,30,07,964/- (Rupees
One Hundred and Two Crore Thirty Lakh Seven Thousand Nine Hundred Sixty Four Only) divided
into 1,02,30,07,964
(One Hundred and Two Crore Thirty Lakh Seven Thousand Nine Hundred Sixty Four) Equity
Shares of Face Value of Rs. 1/- (Rupee One Only) each. During the Financial Year under
review, your Company has allotted 1,87,635 (One Lakh Eighty Seven Thousand Six Hundred
Thirty
Five) Equity Shares of Face Value of Rs. 1/- (Rupee One Only) each pursuant to exercise
of Options by the employees of the Company under Godrej Consumer Products Limited -
Employees Stock Grant Scheme, 2011 (ESGS 2011).
3. Dividend
a) Dividend Declared
During the Financial Year 2024-25, the following interim dividends were declared on
Equity Shares of Face Value of Rs. 1/- each, the details of which are as follows:
Date of Declaration (Board Meeting dates) |
Dividend rate per Equity Share of Face Value of Rs. 1/- each |
Record Date |
May 6, 2024 |
Rs. 10.00 |
May 14, 2024 |
August 7, 2024 |
Rs. 5.00 |
August 16, 2024 |
October 24, 2024 |
Rs. 5.00 |
November 1, 2024 |
January 24, 2025 |
Rs. 5.00 |
February 3, 2025 |
After the end of the Financial Year 2024-25, the Board of Directors had at its Meeting
held on May 6, 2025 declared an interim dividend of Rs. 5/- (Rupees Five Only) per Equity
Share, the record date was fixed as May 13, 2025.
b) Dividend Distribution Policy
Pursuant to the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Dividend
Distribution Policy of the Company is made available on the website of the Company and the
same can be accessed through the following link [1].
4. Management Discussion and Analysis
Management Discussion and Analysis as stipulated under the Listing Regulations is
presented in a separate section forming a part of this Annual and Integrated Report. The
details pertaining to the internal financial control and its adequacy are also a part of
the Annual and Integrated Report.
5. Finance
a) Loans, Guarantees, and Investments
The details of loans, guarantees, and investments as required by the provisions of
Section 186 of the Companies Act, 2013 and the Rules framed thereunder are set out in the
Notes to the Standalone Financial Statements of the Company.
b) Related Party Transactions
In compliance with the Listing Regulations, the Company has a policy on Materiality of
Related Party Transactions and dealing with Related Party Transactions (RPT Policy). The
RPT Policy can be accessed on the website of the Company through the following link [2].
All Related Party Transactions entered into by your Company during the Financial Year
2024 -25, were on an arm's length basis and were in the ordinary course of business. There
were no materially significant Related Party Transactions entered into by the Company with
Promoters, Directors, Key Managerial Personnel or other related parties which may have a
potential conflict with the interest of the Company. Requisite prior approval of the Audit
Committee of the Board of Directors was obtained for Related Party Transactions.
Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of
Section 134(3)(h) and Section 188 of the Companies Act, 2013 read with the Rule 8(2) of
the Companies (Accounts) Rules, 2014 is not applicable.
Attention of Members is also drawn to the disclosure of transactions with related
parties set out in Note No.49 of Standalone Financial Statements, forming part of the
Annual Report. None of the Directors had any pecuniary relationships or transactions
vis-a-vis the Company. Further, the Company has not entered into any transactions with any
person or entity belonging to the promoter/promoter group which held 10% or more
shareholding in the Company during the Financial Year 2024-25.
6. Subsidiaries,
Associates, and Joint Venture
During the year, Godrej Peru SAC and Consell SA went into voluntary liquidation and
ceased to be the subsidiaries of the Company w.e.f. May 10, 2024 and October 9, 2024,
respectively.
Frika Weave (Pty) Ltd, Godrej South Africa Proprietary Limited, Kinky Group
(Proprietary) Limited merged with Subinite Pty Ltd on June 3, 2024 and accordingly these
companies ceased to be subsidiaries of the Company.
Weave IP Holdings Mauritius Pvt. Ltd merged with Godrej Mauritius Africa Holdings Ltd
on June 15, 2024 and ceased to be the subsidiary of the Company.
Godrej Nigeria Limited merged with Lorna Nigeria Ltd on October 1, 2024 and ceased to
be the subsidiary of the Company and the name of the Company, viz. Lorna Nigeria Limited
was changed to Godrej Nigeria Limited w.e.f. October 31, 2024.
During the Financial Year, the name of the Company, viz. Godrej Consumer Care Limited
was changed to Godrej Pet Care Limited w.e.f. October 28, 2024.
a) Report on the Performance of Subsidiaries and Associates
The details of the cluster-wise performance are given below:
Indonesia
In the fiscal year 2024-25, our Indonesia business continued on its journey of robust
performance, achieving a 5% growth in topline. This was despite major Multinationals
degrowing in the face of consumer backlash. Stella delivered remarkable growth,
particularly our Stella Pocket and the all-new launch of Stella LV was very well received,
as we continue to upgrade consumers from blocks to Pocket and Electric formats. HI had a
muted performance on the back of significant competitive pricing and discounting activity.
Our hair colour segment continued to deliver strong growth with localization of hair
colour factory to enhance supply chain efficiencies, reflecting our strategic bet in this
category.
We continued to strengthen the fundamentals for the future, by doubling down on growth
through strong distribution expansion in our General
Trade business. Furthermore, we enhanced our in-store execution in modern trade by
leveraging our data and analytics capabilities. Controllable Cost savings remained a key
focus to support our growth initiatives and bolster profitability leading to EBITDA
Margins expansion by ~200 bps. Looking ahead, we remain committed to driving category
development through breakthrough innovation, robust brand building, and strengthening our
go-to market strategy.
Africa, the Middle East, and the USA
This year marked a significant turnaround for our Godrej Africa, Middle East, and US
business, driven by our focused financial transformation strategy. We achieved the highest
ever EBITDA Margins of 15%+,
EBITDA of ~400 INR Crs and an expansion of approximately 380 bps, propelled by
structural changes that delivered cost savings and benefited from a relatively stable
forex environment. While we turned around our margins, net sales declined by 8%, largely
due to a GTM shift in West Africa and political instability in the South African cluster.
The changes in West Africa have allowed our systems to be completely nimble and agile and
set for delivering on a large growth agenda for the next few years to come.
The other businesses continued delivering on their relative objectives with FMCG
growing much ahead of Hair Fashion. Looking ahead, we remain committed to recovering
volume growth by building on these structural improvements and enhancing our product mix
with major FMCG launches from our globally proven portfolio while continuing to push the
envelope on profitability improvement and working capital efficiency.
Latin America
With the Argentinian economy stabilizing over the past 12 months, the year marked a
significant turnaround for our business in Latin America, driven by our profit expansion
combined with easing inflation and greater currency stability. The business delivered an
impressive growth of 21% in INR terms with a ~1000 bps margin expansion, driven by
effective cost-saving measures. Looking ahead, we remain committed to sustaining this
growth momentum in both Argentina and Chile by focusing on profitable expansion strategies
and enhancing working capital efficiency.
b) Policy on Material Subsidiaries
In compliance with the Listing Regulations, the Board has adopted a policy for
determining material subsidiaries. This Policy is used to determine the material
subsidiaries and material non- listed Indian subsidiaries of the Company in order to
comply with the requirements of Regulation 16(1)(c) and Regulation 24 of the Listing
Regulations. This policy is available on the Company website and can be accessed through
the following link [3].
c) Financial Performance
Report on Performance and Financial Position of each of the Subsidiaries, Associates,
Joint Venture companies in Form AOC-1, forms a part of the Consolidated Financial
Statements in compliance with Section 129(3) and other applicable provisions, if any, of
the Act read with Rule 5 of the Companies (Accounts) Rules, 2014.
The said form also highlights the financial performance of each of the subsidiaries and
joint venture companies included in the Consolidated Financial Statements of the Company
pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.
7. Business
Responsibility and Sustainability Report
Pursuant to Regulation 34 of the Listing Regulations, the Business Responsibility and
Sustainability Report highlighting the initiatives taken by the Company in the areas of
environment, social, economics, and governance is included in the Annual and Integrated
Report. The same is also made available on the website of the Company and can be accessed
through the following link [4].
8. Board of Directors
a) Number of Meetings
The Meetings of the Board of Directors are pre-scheduled and intimated to all the
Directors in advance in order to help them plan their schedule. However, in case of
special and urgent business needs, approval is taken either by convening Meetings at a
shorter notice with consent of the Directors or by passing resolutions through
circulation.
4 (Four) Board Meetings were held during the Financial Year 2024-25 (i.e. on May 6,
2024, August 7, 2024, October 24, 2024 and January 24, 2025).
The maximum gap between two Board Meetings did not exceed 120 (One Hundred and Twenty)
days. The details of the Board Meetings and the attendance record of the Directors are
provided in the Report on Corporate Governance section of the Annual Report.
b) Changes in the Board of Directors
Upon recommendation of Nomination and Remuneration Committee, the Board had considered
and approved re-appointment of Mr. Sumeet Narang (DIN: 01874599) or a second term
of 5 (Five) years, subject to approval of the Shareholders. The approval of the
Shareholders was received by means of postal ballot on March 26, 2024 for re-appointment
of Mr. Sumeet Narang for his second term of 5 (Five) years starting from April 1, 2024.
Ms. Ndidi Nwuneli, Independent Director (DIN: 07738574) resigned from directorship with
effect from May 1, 2024.
The Board placed on record its appreciation for the contribution of Ms. Ndidi Nwuneli
during her association with the Company.
Upon recommendation of Nomination and Remuneration Committee, the Board had considered
and approved the appointment of Mr. Aditya Sehgal (DIN: 09693332), as an Independent
Director for a term of 5 (Five) years starting from July 15, 2024. The appointment was
approved by the Shareholders at the 24th (Twenty Fourth) Annual General Meeting
held on August 7, 2024.
The second term of office of Dr. Omkar Goswami (DIN: 00004258) and Ms. Ireena Vittal
(DIN: 05195656) as Independent Directors ended on September 25, 2024. The Board placed on
record its appreciation for the contributions of Dr. Omkar Goswami and Ms. Ireena Vittal
during their association with the Company.
Upon recommendation of Nomination and Remuneration Committee, the Board had considered
and approved the appointment of Ms. Amisha Jain (DIN: 05114264) as an Independent Director
for a term of 5 (Five) years with effect from September 25, 2024 upto September 24, 2029,
subject to approval of the Shareholders. The approval of the Shareholders was received by
means of postal ballot on September 28, 2024.
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the
Company's Articles of Association, Mr. Nadir Godrej, Non-Executive Non-Independent
Director (DIN: 00066195) and Mr. Pirojsha Godrej, NonExecutive Non-Independent Director
(DIN: 00432983) of the Company are liable to retire by rotation at the ensuing 25th (Twenty
Fifth) AGM, and being eligible, have offered themselves for re-appointment.
c) Declaration from Independent Directors
Your Company has received declarations from all the Independent Directors of the
Company confirming that they meet the criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In
terms of provisions of Section 134(3)(d) of the Companies Act, 2013, the Board of
Directors of your Company have taken note of these declarations of independence received
from all the Independent Directors and have undertaken due assessment of the veracity of
the same.
The Board of Directors is of the opinion that the Independent Directors of your Company
possess requisite qualifications, experience, expertise (including proficiency) and they
hold the highest standards of integrity that enables them to discharge their duties as the
Independent Directors of your Company. Further, in compliance with Rule 6(1) of the
Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent
Directors of the Company have registered themselves with the Indian Institute of Corporate
Affairs.
The Independent Directors also confirmed the compliance with the code of conduct for
Directors and Senior Management.
d) Familiarisation Programmes
During the Financial Year, the Independent Directors were familiarised with the
Manufacturing Footprint for GCPL India, Annual Operating Plan for the fiscal year 2024-25.
Additionally, at all the Board Meetings, detailed presentations covering business
performance and financial updates were made. The programmes were conducted by the
members of the Company management. The details of the same are available on the website of
the company and can be accessed through the following link [5].
e) Board Diversity Policy & Independence Statement
The Company has in place a Board Diversity Policy, which is attached as Annexure
‘A'.
The criteria for determining qualification, positive attributes, and independence of
Directors are as per the Board Diversity Policy, Listing Regulations and the Companies
Act, 2013.
The Board Independence Statement is available on the Company website and can be
accessed through the following link [6].
f) Remuneration Policy
The Company's Remuneration Policy for Directors, Key Managerial Personnel (KMP), and
other employees is attached as Annexure ‘B'. The Company's total rewards
framework aims at holistically using elements such as fixed and variable compensation,
long-term incentives, benefits and perquisites, and non compensation elements (career
development, work-life balance, and recognition).
The Non-executive Directors receive sitting fees and commission in accordance with the
provisions of the Companies Act, 2013.
g) Remuneration to Directors
The remuneration paid to the Directors is in accordance with the Remuneration Policy
formulated in accordance with various rules and regulations for the time being in force.
The disclosure on the details of remuneration to Directors and other employees pursuant
to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is given under Annexure ‘C'. The
information required pursuant to Section 197 of the Act read with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of your Company are available to Shareholders for inspection on
request. If any Member is interested in obtaining a copy thereof, such Member may write to
the Company Secretary, on investor.relations@ godrejcp.com from their registered
email address, quoting their name and folio number, whereupon a copy would be sent.
h) Performance Evaluation of the Board of Directors, its Individual Members, and its
Committees
We conducted a formal Board effectiveness review, as part of our efforts to evaluate
the performance of our Board and identify areas that need improvement to enhance the
effectiveness of the Board, its Committees, and Individual Directors. This is in line with
the requirements of the Companies Act, 2013 and the Listing Regulations. The Corporate
Human Resources team of Godrej Industries Group worked directly with the Chairperson and
the Nomination and Remuneration Committee of the Board to design and execute this process.
It was later adopted by the Board.
Each board member completed a confidential online questionnaire, sharing vital feedback
on how the Board currently operates and how its effectiveness could be improved. This
survey included four sections on the basis of which feedback and suggestions were
compiled:
• Board Processes (including Board composition, strategic orientation and team
dynamics);
• Individual Committees
• Individual Board Members
• Chairperson
• Declaration of independence from Independent Directors
The criteria for Board processes included Board structure, strategic orientation as
well as Board functioning, and team dynamics.
[5]
https://godreicp.com/public/pdfs/regulations/Familiarisation Programme for
IDs 202425.pdf
[6]
https://godreicp.com/public/pdfs/codes policies/people/Board Independence
Statement May2023.pdf
Evaluation of each of the Board Committees covered whether they have well-defined
objectives and the correct composition and whether they achieved their objectives. The
criteria for Individual Board Members included skills, experience, level of preparedness,
attendance, extent of contribution to Board debates and discussions, and how each Director
leveraged their expertise and networks to meaningfully contribute to the Company. The
criteria for the Chairperson's evaluation included leadership style and conduct of Board
meetings. The performance evaluation criteria for Independent Directors included a check
on their fulfilment of the independence criteria and their independence from the
management.
The following reports were created as part of the evaluation:
• Board Feedback Report
• Individual Board Member Feedback Report
• Chairperson's Feedback Report
The overall Board feedback was facilitated by Ms. Shalini Puchalapalli with the
Independent Directors. The Directors put forth their views regarding the Board functioning
effectively and identified areas that showed scope for improvement. Feedback from the
Committees and Individual Board Members was shared with the Chairperson. Following her
evaluation, a Chairperson's Feedback Report was compiled.
i) Directors' Responsibility Statement
The Board of Directors have laid down Internal Financial Controls (“IFC”) within
the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013. The Board
believes the Company has sound IFC commensurate with the nature and size of its business.
Business is however dynamic.
The Board is seized of the fact that IFC are not static and will evolve over time as
the business, technology and possibly even fraud environment changes in response to
competition, industry practices, legislation, regulation and current economic conditions.
There might therefore be gaps in the IFC as Business evolves. Your Company has a process
in place to continuously identify such gaps and implement newer and / or improved controls
wherever the effect of such gaps might have a material effect on the Company's operations.
Pursuant to the provisions contained in sub-sections (3)(c) and (5) of Section 134 of
the Companies Act, 2013, the Directors of your Company, based on the representation
received from the Operating Management and after due enquiry confirm the following:
a) In the preparation of the annual accounts for the Financial Year 2024-25, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;
b) The Directors have selected such accounting policies and applied 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 at the end of the Financial Year (i.e. March
31, 2025) and of the profit and loss of the Company for that period (i.e. the Financial
Year 2024-25);
c) The Directors 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, for preventing and detecting fraud and other
irregularities;
d) The Directors have prepared the annual accounts for the Financial Year ended March
31, 2025 on a going concern basis;
e) The Directors have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and operating effectively; and
f) The Directors have devised proper systems to ensure compliance with all laws
applicable to the Company and such systems are adequate and operating effectively.
9. Key Managerial Personnel
Mr. Rahul Botadara had stepped down from the position of the “Company Secretary
& Compliance Officer of the Company” with effect from August 13, 2024 and Ms.
Tejal Jariwala was appointed as the “Company Secretary and Compliance Officer”
of the Company with effect from August 14, 2024. Other than this, there have been no
changes in the Key Managerial Personnel of the Company during the Financial Year 2024-25.
10. Talent Management and Succession Planning
Your Company has the talent management process in place with the objective of
developing a robust talent pipeline for the organisation, which includes the senior
leadership team. We have a comprehensive talent management process, where we identify
critical positions and assess the succession coverage for them annually. During this
process, we also review the supply of talent, identify high potential employees, and plan
talent actions to meet the organisation's talent objectives.
We continue to deploy leadership development initiatives to build succession for key
roles.
11. Auditors and Auditors' Report
a) Statutory Auditors
In accordance with Section 139 of the Companies Act, 2013 and the rules framed
thereunder, M/s.
B S R and Co., LLP, Chartered Accountants (Firm Regn. No. 101248W/W-100022) have been
appointed as the statutory auditor for a second term of 5 (Five) years to hold the office
from the conclusion of the 22nd (Twenty Second) AGM held on August 3, 2022,
until the conclusion of the 27th (Twenty Seventh) AGM to be held in the year
2027, at a remuneration as may be approved by the Board.
The Statutory Auditor's Report on the Financial Statements for the Financial Year ended
on March 31, 2025, does not contain any qualification, reservation, adverse remark or
disclaimer.
b) Cost Auditors
M/s. P. M. Nanabhoy & Co.,
Cost Accountants, Mumbai (Firm Registration No : 000012) were appointed by the Board of
Directors as the Cost Auditors of the Company for all the applicable products pursuant to
the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records
and Audit) Rules, 2014, for the Financial Year 2024-25. They are required to submit the
report within 180 (One Hundred and Eighty) days from the end of the accounting year.
Further, upon recommendation of the Audit Committee, the Board of Directors at their
Meetings held on May 6, 2025, have approved re-appointment of M/s. P. M. Nanabhoy &
Co., Cost Accountants, being eligible, as the Cost Auditors of the Company for the
Financial Year 2025-26 at a remuneration of Rs. 7,17,970/- (Rupees Seven Lakh Seventeen
Thousand Nine Hundred and Seventy Only) plus applicable taxes and reimbursement of out of
pocket expenses, subject to ratification of the said remuneration by the Members at the
ensuing 25th (Twenty Fifth) Annual General Meeting pursuant to Section 148 of
the Companies Act, 2013.
The Company has maintained the necessary accounts and records as specified by the
Central Government under subsection (1) of Section 148 of the Companies Act, 2013
pertaining to Cost Audit.
c) Secretarial Auditors
Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company's Board
of Directors had appointed M/s. A. N. Ramani & Co LLP., Practicing Company Secretaries
(Firm Registration No. L2024MH015700), to conduct Secretarial Audit of the Company for the
Financial Year 2024-25.
The Secretarial Audit Report issued by M/s. A. N. Ramami & Co LLP., Secretarial
Auditors for the Financial Year ended March 31, 2025, is annexed herewith marked as
‘Annexure D' to this Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark except that they have stated that except for
a few cases, the Company has been regular in allotting employee stock options.
The Board of Directors at its Meeting held on May 6, 2025 have approved appointment of
M/s. Nilesh Shah & Associates, Practicing Company Secretaries (Firm Registration
Number: P2003MH008800) for a term of 5 (Five) years, to conduct Secretarial Audit of the
Company for the Financial Year 2025-26 till 2029-2030. The same is subject to the approval
of the Shareholders at the ensuing 25th (Twenty Fifth) Annual General Meeting.
Necessary resolution in this regard is being moved at the ensuing AGM.
12. Vigil Mechanism
Your Company has adopted a Whistle Blower Policy as a part of its vigil mechanism.
The purpose of the policy is to enable any person (employees, customers, or vendors) to
raise concerns regarding unacceptable improper practices and/or any unethical practices in
the organisation without the knowledge of the management. All employees shall be protected
from any adverse action for reporting any unacceptable or improper practice and/or any
unethical practice, fraud, or violation of any law, rule, or regulation. This policy is
also applicable to the Directors of the Company.
Mr. V Swaminathan, Head Corporate Audit and Assurance, has been appointed as the
Whistle Blowing Officer, and his contact details have been mentioned in the policy.
Furthermore, employees are free to communicate their complaints directly to the
Chairperson/ Member of the Audit Committee, or through other reporting channels as stated
in the policy. The policy is available on the internal employee portal, and the Company
website and can be accessed through the following link [7]. The Audit Committee
reviews reports made under this policy and implements corrective actions, wherever
necessary.
13. Committee of the Board of Directors
a) Audit Committee
Pursuant to the provisions of Section 177(8) of the Companies Act, 2013, Rule 6 of the
Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 18 read with
Part C of Schedule II of the Listing Regulations, your Company has constituted an Audit
Committee of the Board of Directors.
The composition of the Audit Committee during the Financial Year 2024-25 was as under.
Name of the Member |
Designation |
| Mr. Sumeet Narang |
Chairperson (Independent Director) |
| Mr. Shalini Puchalapalli |
Member (Independent Director) |
| Mr. Aditya Sehgal* |
Member (Independent Director) |
| Ms. Amisha Jain$ |
Member (Independent Director) |
| Ms. Pippa Armerding |
Member (Independent Director) |
| Ms. Ndidi Nwuneli@ |
Member (Independent Director) |
| Dr. Omkar Goswami& |
Member (Independent Director) |
| Ms. Ireena Vittal& |
Member (Independent Director) |
[7]
https://godreicp.com/sustainability/codes-and-policies
@ Ms. Ndidi Nwuneli resigned from directorship of the Company with effect from May 1,
2024 hence ceased to be a Member of the Committee.
& Dr. Omkar Goswami and Ms. Ireena Vitta's tenure as Independent Director ended on
September 25, 2024, hence they ceased to be the Members of the Committee.
* Mr. Aditya Sehgal was appointed as the Member of the Committee with effect from
September 26, 2024.
$ Ms. Amisha Jain was appointed as the Member of the Committee with effect from October
14, 2024.
The Statutory Auditors, Internal Auditors, Executive Directors and Chief Financial
Officer attend the Audit Committee Meetings as invitees. The Company Secretary and
Compliance Officer acts as Secretary to the Audit Committee. All observations and
recommendations made by the Audit Committee to the Board of Directors, were duly noted and
accepted by the Board.
4 (Four) Meetings of the Audit Committee were held during the Financial Year 2024-25
(i.e., May 6, 2024, August 7, 2024, October 24, 2024 and January 24, 2025).
b) Risk Management Committee
Pursuant to the provisions of Regulation 21 of Listing Regulations, your Company has
constituted a Risk Management Committee of the Board of Directors.
The composition of the Risk Management Committee during the Financial Year 2024-25 was
as under:
Name of the Member |
Designation |
| Mr. Aditya Sehgal* |
Chairperson (Independent Director) |
| Ms. Nisaba Godrej |
Member (Executive Chairperson) |
| Mr. Sudhir Sitapati |
Member (Managing Director and CEO) |
| Mr. Nadir Godrej |
Member (Non-Executive Non-Independent Director) |
| Dr. Omkar Goswami** |
Member (Independent Director) |
| Mr. Aasif Malbari2 |
Member (Chief Financial Officer) |
| Mr. Omar Momin& |
Member (Head - M&A) |
* Mr. Aditya Sehgal was appointed as the Chairperson of the Committee with effect from
September 26, 2024.
$ Mr. Aasif Malbari was appointed as the Member with effect from December 1, 2024.
& Mr. Omar Momin ceased to be the Member of the Committee with effect from December
1, 2024.
** Dr. Omkar Goswami was the Chairperson of the Committee upto September 25, 2024,
i.e., the date till his tenure ended as the Independent Director of the Company.
2 (Two) Meetings of the Risk Management Committee were held during the Financial Year
2024-25 (i.e., May 3, 2024, October 25, 2024).
The Risk Management Committee consists of the Executive Directors, Independent
Directors and Chief Financial Officer. The Committee identifies, evaluates business risks
and opportunities. This Committee has formulated and implemented a policy on risk
management to ensure that the Company's reporting system is reliable and that the Company
complies with relevant laws and regulations. Your Company has a well-defined process in
place to ensure appropriate identification and mitigation of risks. The Risk Management
Committee of the company has been entrusted by the Board with the responsibility of
identification and mitigation plans for the ‘Risks that Matter'.
Elements of risks to the Company are listed in the Management Discussion and Analysis
section of the Annual and Integrated Report.
c) Corporate Social Responsibility Committee
Pursuant to the provisions of Section 135 of the Companies Act, 2013, your Company has
constituted a Corporate Social Responsibility Committee of the Board of Directors.
The composition of the Corporate Social Responsibility Committee during the Financial
Year 2024-25 was as under:
Name of the Member |
Designation |
Mr. Nadir Godrej |
Chairperson (Non-Executive Director) |
Ms. Nisaba Godrej |
Member (Executive Chairperson) |
Ms. Tanya Dubash |
Member (Non-Executive Non-Independent Director) |
Mr. Sudhir Sitapati |
Member (Managing Director and CEO) |
Ms. Shalini Puchalapalli* |
Member (Independent Director) |
Ms. Ndidi Nwuneli@ |
Member (Independent Director) |
@ Ms. Ndidi Nwuneli, Member of the Committee resigned from directorship of the Company
with effect from May 1, 2024.
* Ms. Shalini Puchalapalli was appointed as the Member of the Committee with effect
from May 1, 2024.
2 (Two) Meetings of the Corporate Social Responsibility Committee were held during
the Financial Year 2024-25 (i.e. on May 3, 2024 and October 24, 2024).
Areas of CSR Expenditure:
Your Company is committed to the Godrej Industries Group's ‘Good & Green'
vision of creating a more inclusive and greener India. Your Company's strategic Corporate
Social Responsibility (CSR) Projects, undertaken as part of its overall sustainability
framework, actively work towards the Godrej Industries Group's Good & Green goals and
have helped the Company carve out a reputation for being one of the most committed and
responsible companies in the industry.
The CSR Policy of your Company is available on the website of the Company and can be
accessed through the following link [8].
Amount of CSR Spending and Annual Report on CSR Activities:
The Annual Report on CSR Activities of your Company for the Financial Year 2024-25 is
annexed herewith as “Annexure E”.
14. Employee Stock Option Scheme
The Company has a stock option scheme named as ‘Employees Stock Grant Scheme,
2011'.
The number and the resulting value of stock grants to be given to eligible employees
are decided by the Nomination and Remuneration Committee, which are based on the closing
market price on the date of the grants.
The vesting period, exercise period and the other terms of vesting, if any, are also
decided by the Nomination and Remuneration Committee. Upon vesting, the eligible employee
can exercise the grants and acquire equivalent shares of the face value of Rs. 1 per
share.
The difference between the market price at the time of grants and that on the date of
exercise is the gross gain/loss to the employee. The details of the grants allotted under
the Godrej Consumer Products Limited Employee Stock Grant Scheme, 2011 and the disclosures
in compliance with Share Based Employee Benefits and Sweat Equity, Regulations 2021 and
Section 62 (1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures)
Rules, 2014 are set out in “Annexure F”.
The Company has launched a new stock option scheme named as ‘Godrej Consumer
Products Limited Employees Stock Option Scheme 2024'.
The number and the resulting value of stock grants to be given to eligible employees
will be decided by the Nomination and Remuneration Committee, which will be based on the
closing market price on the date of the grants. The vesting period, exercise period and
the other terms of vesting, if any, will also be decided by the Nomination and
Remuneration Committee. The Committee may further delegate its power to administer the
Scheme to Head - Human Resource or Company Secretary of the Company or such other persons
as may be determined by the Committee from time to time, as permissible under the
Applicable Laws.
Upon vesting, the eligible employee can exercise the grants and acquire equivalent
Equity Shares of the Face Value of Rs. 1 per Equity Share.
Your Company has not given a loan to any person under any scheme for or in connection
with the subscription or purchase of shares in the Company. Hence, there are no
disclosures on voting rights not directly exercised by the employees.
15. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013
The Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal)
Act, 2013, to consider and resolve all sexual harassment complaints reported by women.
During the year, awareness regarding sexual harassment among employees was created through
emails, e-learning modules and in-person workshops for all categories of workforce. There
were 8 (Eight) complaints reported during the calendar year 2024 and accordingly, the
committee has filed the complaint report with the concerned authorities in accordance with
Section 22 of the aforementioned Act.
Your Company has complied with the provisions relating to the constitution of the
Internal Committee in compliance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition, and Redressal) Act, 2013, to consider and resolve all the
reported sexual harassment complaints.
16. Corporate Governance
As required by the existing Regulation 34(3) read with Schedule V of the Listing
Regulations, a detailed report on Corporate Governance is included in the Annual
Report.
M/s. A. N. Ramani & Co LLP, Practicing Company Secretaries have certified the
Company's compliance of the requirements of Corporate Governance in terms of Regulation
34(3) read with Schedule V of the Listing Regulation and their compliance certificate is
annexed as Annexure ‘G'.
17. Disclosure on Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings, and Outgo
Annexure ‘H' of this report provides information on the conservation of energy,
technology absorption, foreign exchange earnings, and outgo required under Section
134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, which
forms a part of the Board's Report.
18. Annual Return
In compliance with the provisions Section 134(3)(a) of the Companies Act, 2013, the
Annual Return as per Section 92(3) of the Companies Act, 2013, is available on the Company
website, which can be accessed through the following link [9].
[9]
https://www.godreicp.com/investors/annual-reports
19. Confirmations
a) Your Company is in compliance with the applicable Secretarial Standards issued by
the Institute of Company Secretaries of India.
b) There have been no material changes and commitments affecting the financial position
of the Company that have occurred between March 31, 2025, and the date of this Board's
Report.
c) There have been no instances of fraud reported by the auditors under Section 143
(12) of the Companies Act, 2013, and the rules framed thereunder, either to the Company or
to the Central Government.
d) The Company has not accepted any deposits from the public, and as such, no amount on
the account of principal or interest on deposits from the public was outstanding as on the
date of the balance sheet.
e) During the Financial Year 2024-25, there were no significant and material orders
passed by the regulators or courts or tribunals that can adversely impact the going
concern status of the Company and its operations in the future.
20. Transfer to Investor Education and Protection Fund
In terms of the provisions of Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection Fund (Awareness
and Protection of Investors) Rules, 2001, Rs. 3,74,76,107/- (Rupees Three Crore Seventy
Four Lakh Seventy Six Thousand One Hundred and Seven Only) unpaid / unclaimed dividends
and 11,51,306 (Eleven Lakh Fifty-One Thousand Three Hundred and Six Only) Equity Shares
were transferred during the Financial Year 2024-25 to the Investor Education and
Protection Fund (IEPF).
The Company has appointed a Nodal Officer under the provisions of IEPF Regulations, the
details of which are available on the Company website and can be accessed through the
following link [10].
The Company has uploaded the details of unpaid and unclaimed amounts lying with the
Company as on March 31, 2024, on the Company's website, which can be accessed through the
following link [11]. The details of unpaid and unclaimed amounts lying with the
Company as on March 31, 2025, will be made available on the same link within 60 days of
the Annual General Meeting.
21. Family Settlement Agreement between the Promoters
During the Financial Year 2024 -25, the Company was informed by way of a family letter
dated April 30, 2024, issued jointly by Mr. Adi Godrej (ABG), Mr. Nadir Godrej (NBG), Mrs.
Smita Vijay Crishna (SVC) and Mr. Jamshyd Godrej (JNG) that the Godrej Family Members had
entered into a Family Settlement Agreement and a brand & non-compete agreement on
April 30, 2024.
The Company was not a party to these agreements.
The settlement contemplated a realignment of inter alia the shareholding of
Godrej Industries Limited and Godrej Seeds & Genetics Limited, which are shareholders
of the Company, subject to applicable regulatory approvals. On July 18, 2024, the Company
received the intimation from Godrej Family Members that the realignment pursuant to the
said Family Settlement Agreement was completed. Accordingly, pursuant to the realignment,
the management and control of the Company continues to be with the ABG / NBG family, and
the JNG / SVC family are not involved in the management and operations of the Company.
Also, no members of the JNG / SVC Family are Directors on the Board of Directors of the
Company, and they have been reclassified as ‘public' category shareholders in
accordance with Regulation 31A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
22. Designated Person to provide information to Registrar
In accordance with Rule 9 of the Companies (Management and Administration) Rules, 2014
as amended vide the Companies (Management and Administration) Second Amendment Rules,
2023, and such other applicable provisions of the Companies Act, 2013 and the Rules framed
thereunder, the Company Secretary of the Company is the deemed ‘Designated Person'
and has been authorized for furnishing, and extending co-operation for providing
information to the Registrar or any other authorized officer with respect to Beneficial
Interest in shares of the Company.
23. Listing
The Equity Shares of your Company are listed on the BSE Limited and The National Stock
Exchange of India Limited. The applicable annual listing fees have been paid to the stock
exchanges. Your Company is also listed on the Futures and Options Segment of the National
Stock Exchange of India.
24. Appreciation
Your Directors wish to extend their sincere thanks to the employees of the Company,
central and state governments, as well as government agencies, banks, customers,
shareholders, vendors, and other related organisations that have helped in your Company's
progress, as partners, through their continued support and co-operation. Your Directors
also express their warm appreciation to all the employees of the Company for their
unstinted commitment and continued contribution to the growth of the Company.
For and on behalf of the Board of Directors of Godrej Consumer
Products Limited |
Nisaba Godrej |
Mumbai, |
Executive Chairperson |
May 6, 2025 |
(DIN: 00591503) |