To the Members,
Your Company's Directors have pleasure in presenting the Board's Report along with the
Audited Financial Statements for the Financial Year ended March 31, 2024.
Review of Operations / Financial Summary
Your Company's performance during the Financial Year as compared with that during the
previous Financial Year is summarized below:
|
( in Crore) |
( in Crore) |
Particulars |
2023-24 |
2022-23 |
Revenue from Operations |
3,017.72 |
4,487.96 |
Other Income |
94.81 |
69.00 |
Total Income |
3,112.53 |
4,556.96 |
Total Expenditure other than Finance Costs and |
2,645.78 |
3,767.80 |
Depreciation and Amortisation |
|
|
Profit before Finance Costs, Depreciation and |
466.75 |
789.16 |
Amortisation |
|
|
Depreciation and Amortisation |
86.88 |
78.96 |
Profit before Finance Costs, exceptional items and Tax |
379.87 |
710.20 |
Finance Costs (net) |
582.39 |
477.63 |
Exceptional Item |
- |
- |
Profit / (Loss) before Tax |
(202.52) |
232.57 |
Provision for Current Tax |
- |
- |
Provision for Deferred Tax |
- |
- |
Net Profit / (loss) |
(202.52) |
232.57 |
Surplus brought forward |
632.85 |
400.28 |
Profit after Tax available for appropriation |
430.33 |
632.85 |
Appropriation |
|
|
Dividend on Equity Shares |
- |
- |
Tax on Distributed Profit |
- |
- |
Transfer to General Reserve |
- |
- |
Surplus Carried Forward |
430.33 |
632.85 |
Share Capital
The Paid-up Equity Share Capital as on March 31, 2024, was 33,66,90,741/- (Rupees
Thirty-Three Crore Sixty-Six Lakh Ninety Thousand Seven Hundred Forty-One Only) divided
into 33,66,90,741 (Thirty-Three Crore Sixty-Six Lakh Ninety Thousand Seven Hundred
Forty-One) Equity Shares of Face Value of 1/- (Rupee One Only) each. During the Financial
Year under review, your Company has allotted 52,484 (Fifty-Two Thousand Four Hundred and
Eighty-Four) Equity Shares of Face Value of 1/- (Rupee One Only) each pursuant to
exercise of Options by the employees of the Company under Godrej Industries Limited -
Employee Stock Grant Scheme, 2011 (ESGS 2011).
Debentures
Your Company has privately placed Non-Convertible Debentures of 1,400 Crore (Rupees
One Thousand Four Hundred Crore Only) in tranches [1 tranche of 400 Crore (Rupees Four
Hundred Crore Only) and 2 tranche of 500 Crore (Rupees Five Hundred Crore Only) each]
during the Financial Year 2023-24, which are listed on the Wholesale Debt Segment of the
National Stock Exchange of India Limited. Further, your Company is in compliance with the
SEBI Circular having reference number SEBI/HO/DDHS/P/ CIR/2021/613 dated August 10, 2021,
as may be amended, updated and modified from time to time.
As on March 31, 2024, your Company has outstanding in aggregate, Non-Convertible
Debentures of 4,200 Crore (Rupees Four Thousand Two Hundred Crore Only). During the year
under review, the Meetings of Debenture Holders of the Company for ISIN INE233A08030 and
INE233A08048 were duly convened on December 18, 2023, to approve certain amendment(s) to
the terms / conditions and other related matters thereto. Accordingly, the ISIN
INE233A08030 and ISIN INE233A08048 stand suspended with effect from January 10, 2024, and
new ISIN INE233A08105 and ISIN INE233A08097 stand listed on NSE from January 11, 2024,
respectively.
The Non-Convertible Debentures of the Company issued under ISIN INE233A08105 stand
redeemed and extinguished at maturity on April 26, 2024.
Dividend / Dividend Distribution Policy
Your Company has not declared Dividend for the Financial Year 2023-24. Further, in
terms of Regulation 43A of the SEBI (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
on https://www.godrejindustries.com/investors/listing-compliance
Industry Structure and Development
The World Economic Outlook (WEO) forecasts global growth at 3.2% during 2024 and 2025,
at the same pace as in 2023. A slight acceleration for advanced economieswhere
growth is expected to rise from 1.6% in 2023 to 1.7% in 2024 and 1.8% in 2025. The
forecast for global growth five years from now at 3.1% is at its lowest in decades. Global
inflation is forecast to decline steadily, from 6.8% in 2023 to 5.9% in 2024 and 4.5% in
2025, with advanced economies returning to their inflation targets sooner than emerging
market and developing economies. Core inflation is generally projected to decline more
gradually. The global economy has been surprisingly resilient, despite significant central
bank interest rate hikes to restore price stability.
The Indian economy is projected to grow at 7.5% in 2024, the World Bank has said,
revising its earlier projections for the same period by 1.2%. Overall, growth in South
Asia is expected to be strong at 6.0% in 2024, driven mainly by robust growth in India and
recoveries in other South Asian countries.
In India, inflation has remained within the Reserve Bank of India's 2%-6% target range
since a spike in mid-2023, and the policy rate has remained unchanged since February 2023.
Food price inflation has been elevated, partly reflecting weak harvest due to El Nino
effect.
Looking ahead, an expected normal south-west monsoon should support agricultural
activity. Manufacturing is expected to maintain its momentum on the back of sustained
profitability. Services activity is likely to grow above the pre-pandemic trend. Private
consumption should gain steam with further pick-up in rural activity and steady urban
demand. A rise in discretionary spending expected by urban households, as per the Reserve
Bank's consumer survey, and improving income levels augur well for the strengthening of
private consumption.
Real Estate Sector
Indian residential real estate sector has been witnessing a strong turn-around of the
sectoral landscape over the past two to three years. There has been substantial boost in
both demand and pricing with higher consumer propensity towards paying a premium for a
superior product proposition. With interest rate being stable, the home buying intent and
sales momentum remained robust with FY24 being the best-ever year in terms of sales
booking for the industry. Consolidation in the residential real estate sector has only
accelerated over the last few years amid regulatory changes like demonetisation, RERA
apart from NBFC liquidity crisis, leading to an increase in the market share of branded
organized players such as your Company.
Agri Sector
Agriculture and allied sectors continue to remain one of the most important sectors of
the Indian economy and is the main source of livelihood for ~55% of India's population.
The agriculture and allied sectors have remained resilient throughout the pandemic and
geopolitical conflicts and is estimated to have grown by 0.7% in Financial Year 2023-24,
as per second advance estimates by Central Statistical Office (CSO).
Foodgrains production declined in kharif season due to de_cient and unevenly
distributed rainfall (both spatially and temporally) along with depleting reservoir
levels. Foodgrains production for 2023-24 is estimated at 3,093.5 lakh tonnes, 1.3% lower
than the final estimates of last year (as per Second Advance estimates by CSO). Among
major crops, the output of rice declined while that of wheat rose. Pulses production
dropped with a sharp decline recorded during the kharif season. Among commercial crops,
the output of oilseeds, cotton and sugarcane registered a sharp decline vis-?-vis last
year.
Chemicals Sector
FY2023-24 was a difficult year for Oleochemicals industry. The Oleochemicals industry
experienced robust growth in FY2022-23, but by mid-2023 started facing the headwind.
Several chemical companies significantly revised their expectations downwards. Multiple
factors contributed to the sluggish demand for chemicals globally, including a recession
in Europe, inflation in the United States, and a smaller-than-expected rebound in demand
from China. In addition, over-ordering in 2021 and 2022 resulted in high inventory levels,
leading to months of destocking. Geopolitical issues like Russia-Ukraine war, Israel-Gaza
conflict, Red Sea issue, reduction in volume of export, increase in transit time and
increase in freight. All the above factors impacted the Chemicals industry.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report on the operations of the Company, as
required under the Listing Regulations, 2015 is appended as Annexure A' to
this Report.
Subsidiary and Associate Companies:
GODREJ AGROVET LIMITED (GAVL)
Godrej Agrovet Limited (GAVL) recorded consolidated revenue from operations of 9,561
Crore in FY24 as against 9,374 Crore in FY23. While the revenues were flat, FY24 augured
well in terms of a strong resurgence in profitability. Profit before tax (including share
of Profits from Associates) improved to 473 Crore as compared to 378 Crore in FY23.
This growth in profitability was primarily driven by exceptional performance of
domestic crop protection business, structural turnaround of dairy business, market share
gains in Animal Feed and robust volume & margin growth in branded products in our
poultry business.
During the year, GAVL also commissioned Crude Palm Oil Refinery & Solvent
Extraction Plant in Andhra Pradesh. GAVL's subsidiary, Astec LifeSciences Limited, will be
commissioning a new state-of-the-art herbicide plant and is expected to be operational by
end of Q1- FY25.
ANIMAL FEED BUSINESS
During the Financial Year 2023-24, the profitability of animal feed segment improved
considerably by 31.2% over FY23 on account of higher volumes and realisations in cattle
feed category and softened commodity prices. Cattle feed segment continued to record
robust volume growth of 11% year-on-year through portfolio of new products launched over
the last few years. Fish feed category also delivered strong volume growth of 19%
year-on-year.
CROP PROTECTION BUSINESS
GAVL's Standalone crop protection business delivered a stellar performance during the
year and segment profitability improved sharply and was 3.4 times of FY23. Segment revenue
also improved significantly and was higher by 37% year-on-year. Sales growth and
improvement in margin profile was led by in-house and in-licensed product portfolio. The
segment achieved substantial improvement in working capital position with continued focus
on channel hygiene during the year.
VEGETABLE OIL BUSINESS
Segment revenues and margins were adversely impacted by lower end-product prices.
Average prices for crude palm oil and palm kernel oil fell by 20% and 28% year-on-year
which constrained growth in revenue and profitability. While revenue was lower by 6%
year-on-year, segment margins were lower by 30% over high base of FY23.
Review of Operations / State of Affairs of the Subsidiaries of GAVL:
GAVL has interests in several businesses including dairy products, poultry, value-added
vegetarian and non-vegetarian products, cattle breeding and dairy farming, through its
Subsidiaries, Joint Ventures and other Associates.
GODVET AGROCHEM LIMITED
Godvet Agrochem Limited ("Godvet") is a wholly owned subsidiary of GAVL.
During the Financial Year 2023-24, Godvet recorded Profit Before Tax of 1.41 Crore as
compared to Profit Before Tax of 0.99 Crore in the Financial Year 2022-23.
ASTEC LIFESCIENCES LIMITED
Astec LifeSciences Limited ("Astec"), manufactures agrochemical active
ingredients (technical), bulk and formulations, intermediate products and sells its
products in India as well as exports them to approximately 24 countries. During the
Financial Year 2023-24, Astec recorded consolidated total income of 463.82 Crore as
compared to 641.22 Crore in the previous year. For the year under review, Astec reported
a loss of 61.74 Crore before exceptional items and tax as compared to a profit of 34.95
Crore in the previous year. Decline in total income and profitability in Financial Year
2023-24 was attributable to unprecedented drop in volumes as well as realisations in
respect of key enterprise products.
GAVL holds 64.8% of the total Paid-up Equity Share Capital of Astec as on March 31,
2024.
CREAMLINE DAIRY PRODUCTS LIMITED
Creamline Dairy Products Limited ("CDPL") is one of the leading private dairy
companies in southern India and its products are sold under the brand name Godrej
Jersey'. During the Financial Year 2023-24, CDPL achieved significant turnaround in
its profitability and recorded a profit of 10.73 Crore as compared to a loss of 56.27
Crore in the previous financial year. The significant improvement in profitability was led
by operational efficiencies and favourable milk spread. Revenues for the year at 1,576.69
Crore were higher by 5% over previous year.
GODREJ TYSON FOODS LIMITED
Godrej Tyson Foods Limited ("GTFL") is engaged in the manufacturing of
processed poultry and vegetarian products through its brands 'Real Good Chicken'
and 'Yummiez'. GTFL is also engaged in the sale of live birds in the market. GAVL
currently holds a 51.00% equity stake in GTFL. During the Financial Year 2023-24, GTFL has
achieved excellent growth in profitability and recorded a profit before exceptional items
& tax of 49.87 Crore vis-?-vis 13.20 Crore in the previous financial year. Growth
in profitability was primarily due to sustained operational efficiencies and consistent
performance in branded products.
GODREJ CATTLE GENETICS PRIVATE LIMITED
Godrej Cattle Genetics Private Limited ("GCGPL" formerly known as Godrej
Maxximilk Private Limited) is engaged in in-vitro production of high-yielding cows
that aid dairy farmers produce top-quality milk, thereby increasing their yield
significantly. GCGPL is a 100% owned subsidiary of GAVL. For the Financial Year 2023-24,
GCGPL has reported a Loss Before Tax of (5.34 Crore) as compared with a Loss Before Tax
of (4.70 Crore) in the previous year.
Joint Venture of GAVL:
ACI GODREJ AGROVET PRIVATE LIMITED, BANGLADESH
Godrej Agrovet's 50:50 joint venture with Advanced Chemical Industries Limited (ACI),
Bangladesh, named ACI Godrej Agrovet Private Limited ("ACIGAVPL"). ACIGAVPL
recorded revenues of 1,954.02 Crore during the Financial Year 2023-24 as compared to
1,946.70 Crore during Financial Year 2022-23. ACIGAVPL continues to remain amongst top
players in all the feed categories it operates in Bangladesh.
GODREJ PROPERTIES LIMITED (GPL)
OVERVIEW OF OPERATIONS
Godrej Properties Limited (GPL) delivered another record year in FY 2023-24 by
achieving the highest sales in its history, surpassing the industry growth. This was
driven by continued focus across bringing better products with consumer centric approach,
delivering best in class quality consistently and enhancing customer's trust on the brand.
GPL achieved a sales volume of 20 million square feet and booking value of 22,527
Crore in FY 2023-24, resulting in a growth of 84% Year-on-Year. This is the highest ever
annual sales reported by a listed developer in India until date.
GPL launched 26 new projects / phases in FY 2023-24, of which, 4 projects namely Godrej
Zenith (NCR), Godrej Reserve (MMR), Godrej Aristocrat (NCR) and Godrej Tropical Isle
(NCR), achieved booking value of more than 2,000 Crore each on launch. These remained
amongst the most successful residential project launches for GPL.
GPL added ten new projects with saleable potential of around 18.93 million sq. ft. to
its portfolio during the year, 4 in NCR, 2 each in Bengaluru and Hyderabad, 1 in Kolkata
and 1 in Nagpur.
On the operational front, GPL successfully delivered ~12.5 million sq. ft across
projects. With this, GPL has now successfully delivered ~47 million sq. ft. since FY 2018.
The Company's delivery record demonstrates its ability to operate at a large scale and
keep pace with accelerating sales. Separately, GPL focused on exploring advanced
construction technologies, improving Net Promoter Score (NPS) and design standardization.
GPL, among the most respected real estate developers in India, received 96 awards in
FY24. Accolades include Euromoney's Global Real Estate Awards 2023 (Winner - Best
Residential Developer India), India Workplace Equality Index 2023 (Silver Winner
Top Employer), Asia Money Outstanding Company Poll, 2023 (Joint Winner -
Outstanding Companies: Real estate category), Aon NASSCOM DEI Champions Award 2023 (Winner
DEI Champion - LGBTQIA+, Non Tech), Bombay Chambers DEI Awards 2023 (Winner
LGBTQIA+ Inclusion).
For the financial year under review, on a consolidated basis, GPL's total income stood
at 4,334 Crore,
EBITDA was 1,197 Crore and net profit after tax and minority interest of 725 Crore.
PROSPECTS AND OUTLOOK
Indian residential real estate sector has been witnessing a strong turn-around of the
sectoral landscape over the past two to three years. There has been substantial boost in
both demand and pricing with higher consumer propensity towards paying a premium for a
superior product proposition. With interest rate being stable, the home buying intent and
sales momentum remained robust with FY24 being the best-ever year in terms of sales
booking for the industry. Home buying is long-term asset where a strong affordability and
financial strength (which is still better than pre-Covid levels) shall supersede the
natural rate-cycle, especially if demand is driven by self-consumptions.
Consolidation in the residential real estate sector has only accelerated over the last
few years amid regulatory changes like demonetisation, RERA apart from NBFC liquidity
crisis, leading to an increase in the market share of branded organized players such as
GPL. Given the pace of urbanization, rising per capita disposable incomes, and income
distribution shifting from pyramid to diamond shape, GPL remains optimistic about the
long-term prospects in real estate. Consumer sentiments have remained robust, which will
result in a multi-year residential real estate upcycle, provided price increase is
disciplined. GPL is poised for a high growth trajectory with a strong brand, pan-India
presence, demonstrated track record and robust marketing capabilities.
In post pandemic era, the customer focus on product proposition and quality is
strongest ever. Increasingly, there has been disproportionate focus by the large organised
developers on better design as per customer preference, best in class experience and
superior quality.
GPL shall seek to drive profitability, improve customer experience, and continue to
adopt digital technologies. Moreover, operational momentum for your company is likely to
be sustained by its healthy Balance Sheet and robust project pipeline.
GODREJ CONSUMER PRODUCTS LIMITED (GCPL)
Godrej Consumer Products Limited (GCPL) is a leading emerging markets company. As part
of the 127-year young Godrej Group, the company is fortunate to have a proud legacy built
on the strong values of trust, integrity, and respect for others. At the same time, it's
growing fast and has exciting, ambitious aspirations. GCPL ranks among the largest
Household Insecticide and Hair Care players in emerging markets. In Household
Insecticides, it is the leader in India and Indonesia and is expanding its footprint in
Africa. GCPL is the leader in serving the Hair Care needs of women of African descent, the
number one player in Hair Colour in India and Sub-Saharan Africa, and among the leading
players in Latin America. It ranks number two in Personal Wash and Hygiene in India and is
the number one player in Air Fresheners in India and Indonesia and Wet Tissues in
Indonesia. GCPL is confident that with its clear strategic focus, differentiated product
portfolio, superior execution, and an agile and high-performance culture, it will continue
to deliver industry leading results in the future.
GODREJ CAPITAL LIMITED (GCL)
Godrej Capital Limited (GCL), a subsidiary of your Company, is a Non-Banking Finance
Company Core Investment Company (NBFC-CIC) (exempt from registration). In FY
2022-23, post requisite approvals, Godrej Housing Finance Limited (GHFL), a Non-Banking
Finance Company Housing Finance Company and Godrej Finance Limited (GFL), a
Non-Banking Finance Company became wholly owned subsidiaries of GCL. The Consolidated
Total Income of GCL for FY 2023-24 is 889 Crore as compared to 346 Crore in the
previous year.
Other Subsidiaries
Godrej International Trading & Investments Pte Ltd (GITI) is registered and located
in Singapore and trades palm and soya oil as well as by-products.
Godrej International Limited (GINL) is incorporated in the Isle of Man and is also a
wholly owned subsidiary of the Company.
FY 2023-24 began with an expectation of the drought related weather phenomenon called
EL Nino predicted for South East Asia. Prices of palm and vegetable oils rose on this
expectation during the first half of the year. The actual EL Nino turned out to be very
mild and had very little impact on the production of palm oil during 2023, as a result,
prices declined. However, from the end of February 2024, prices began to strengthen as
greater demand for biofuels and slower production of palm oil made an impact. Our
companies suffered lower turnover and profitability during the period of flat prices in
most of 2023. They recovered somewhat in the final weeks of the year as they correctly
predicted the onset of a new bull market. The environment remains challenging for small
commodity traders as more business tends to be concentrated either in the hands of large
plantation linked companies or giant multi-national traders.
Financial Position
The Net Debt Position at the end of the Financial Year stands at 7,241 Crore as
compared to 6,009 Crore in the previous year. Your Company continues to hold the topmost
rating of [ICRA] A1+ from ICRA
& "CRISIL A1+" from CRISIL for its commercial paper program (3,500
Crore) (previous year 2,500 Crore). Instruments with these ratings are considered to have
very strong degree of safety regarding timely payment of financial obligations. Such
securities carry lowest credit risk. For the Non-Convertible Debentures (NCD) programme of
4,750 Crore (previous year 5,000 Crore).
CRISIL has assigned "CRISIL AA" and ICRA has assigned "ICRA AA"
with stable outlook. This rating is considered to have high degree of safety regarding
timely servicing of financial obligations. Such securities carry very low credit risk.
ICRA has also reaffirmed an [ICRA] A1+ / AA(Stable) rating for our short term/long term
banking facilities (2,140 Crore), (previous year 2,140 Crore).
Report on Performance and Financial Position of Subsidiary Companies:
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.
Loans, Guarantees & Investments
As required to be reported pursuant to the provisions of Section 186 and Section
134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees or investments
by the Company under the aforesaid provisions during the Financial Year 2023-24, have been
provided in the Notes to the Standalone Financial Statements.
Related Party Transactions
In compliance with the Listing Regulations, the Company has a policy on Materiality of
Related Party Transactions and dealing with Related Party Transactions (RPT Policy). The
RPT Policy can be accessed on the website of the Company, viz.
https://www.godrejindustries.com/investors/listing-compliance.
All Related Party Transactions entered into by your Company during the Financial Year
2023-24, 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.41 of Standalone
Financial
Statements, forming part of the Annual Report. None of the Directors had any pecuniary
relationships or transactions vis-?-vis the Company. Further, the Company has not entered
into any transactions with any person or entity belonging to the promoter/promoter group
which hold(s) 10% or more shareholding in the Company during the Financial Year 2023-24.
Manufacturing Facilities
Your Company has manufacturing units at Ambernath, Valia and Dombivli.
Your Company continues to invest in Research and Development to drive innovation and
sustainability. The Nadir Godrej Centre for Science, Technology and Applications Research
("NGSTAR") is a testament to our commitment. Equipped with advanced analytical
instruments and best-in-class safety features, NGSTAR facilitates innovation, product
development, and strengthens our commitment to green and sustainable practices under our
Green, Efficient, and Milder (GEM) strategy at the Ambernath facility, leveraging
cutting-edge technology.
Our dedication to safety and sustainability is deeply ingrained in our operations. At
GIL Chemicals, safety is paramount, and we have implemented the "Aim for Zero"
initiative to foster a safety-first environment.
Our efforts to enhance production capabilities and expand our product portfolio remain
ongoing. We recently commissioned a new 5TPH Sulphonation Plant, inaugurated the AOS
Needle unit at Ambernath and AOS Facility at Valia, and erected and commissioned our Alkyl
The majority of our C16-C18 alcohol grades are covered under COSMOS certification. The
certification helps labelling the product as natural or organic. The majority of the
finished products at both locations are Kosher certified, HALAL certified and some are
also REACH registered to meet the EU regulation. We have registered our 12 products
majorly fatty alcohol and Behenic acid for China NMPA (National Medical Products
Administration).
Additionally, we have undergone third-party verification audits for energy, GHG
emissions, water, and waste at both Valia and Ambernath units. Our commitment to
sustainability extends beyond our operations to global initiatives. We are proud to be
part of the Roundtable on Sustainable Palm Oil (RSPO) and Action of Sustainable
Derivatives (ASD), enabling sustainable production and sourcing of palm oil derivatives.
Our dedication has significantly improved our Palm Oil Buyers Scorecard 2024 rating,
reaching 13.47 out of 24. Our journey towards a better, greener future continues.
The Dombivli unit has flexibility of producing multiple value-added products, mainly
fatty esters and amide, used in personal and home care products.
Research and Development (R&D)
R&D has continued its quest for innovations with sustainability and Green as
important pillars. Many new concept ingredients/blends with multiple applications are
introduced, thus securing newer avenues and customers for existing as well as new product
ranges. Our applications target areas are also widened to include Food & Beverages,
Paints and Coatings, Agricultural besides the earlier existing sectors of Home &
Personal Care, Metal working fluids, Oil & Gas etc.
In collaborative efforts with some excellent research institutes of Council of
Scientific & Industrial Research (CSIR), we also have associated with some industrial
experts in different applications areas and some industrial partners for fostering the
innovation efforts. Our emphasis on Green and Sustainable products was further
strengthened by extensive research in Fermentation technology and Biocatalysis. We also
are developing our flow chemistry and mechanochemistry lab in terms of manpower and
technology resources. Our effort is to convert our batch chemical processes to either
continuous processes or green processes, wherever possible, over the next 5 years. This
will be highly sustainable due to better yields, better throughputs, low process
temperatures, better kinetics and lower impurities. The optimization and standardizing of
these will be a challenging task. For Sophorolipid, we are trying to develop applications
with use case studies and more marketing efforts with focused customers. New products in
the Probiotics and prebiotics space are also being researched.
Human Resource Development and Industrial Relations
Throughout the review period, positive industrial relations prevailed across all plant
locations. Our ongoing commitment to workers' welfare was evident through the creation of
a supportive work environment using various approaches. Proactive measures, including the
Grievance Handling Mechanism, were implemented to address workers' diverse needs
effectively.
In terms of Human Resource Development, initiatives were undertaken to engage employees
and enhance their performance. We provided innovative learning platforms, utilizing both
digital and classroom methods, to facilitate continuous growth and development.
Concurrently, we prioritized the health and wellbeing of our workforce, organizing
sessions and webinars focusing on mental and physical wellness. Efforts to strengthen our
organizational culture were underscored by amplifying the voices of employees and
stakeholders and undertaking necessary actions based on feedback.
Consistent and transparent leadership communication played a pivotal role in
cultivating a high-performance culture throughout the year. Additionally, employee
contributions were duly acknowledged and celebrated in various internal and external
forums. These collective endeavors aimed to bolster employee motivation, enrich their
experience, and ultimately drive exceptional business outcomes.
As of March 31, 2024, the total number of employees in our company was 1,050.
Business Responsibility and Sustainability Report
The Business Responsibility and Sustainability Report highlighting your Company's
sustainability initiatives is hosted on the website of the Company at
https://www.godrejindustries.com/investors/ annual-reports. The Report describes the
initiatives taken by the Company from an environmental, social, sustainability and
governance perspective.
Employee Stock Grant Scheme 2011 (ESGS)
The details of the grants allotted under Godrej Industries Limited - Employee Stock
Grant Scheme, 2011 (ESGS 2011), as also the disclosures in compliance with the Securities
and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021, have been uploaded on the website of the Company at www.godrejindustries.com.
The Nomination and Remuneration Committee of the Board of Directors administers and
monitors the ESGS 2011. The Board of Directors confirm that the ESGS 2011 has been
implemented in accordance with the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the
Members. The Board further confirms that there have been no changes in the ESGS 2011
Scheme during the Financial Year 2023-24. The Certificate, obtained from M/s. A.N. Ramani
& Co LLP, Practising Company Secretary in this regard, shall be kept open for
inspection by the Members at / during the ensuing 36th (Thirty Sixth) Annual
General Meeting.
Fixed Deposits
The details of deposits covered under Chapter V of the Companies Act, 2013, i.e.,
deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits)
Rules, 2014 during the Financial Year 2023-24 are as follows:
Sr. |
Particulars |
Details |
No. |
|
( in Crore) |
(i) |
Deposits accepted during the Year |
Nil |
(ii) |
Deposits remained unpaid or unclaimed during the Year: |
0.00* |
|
Matured Deposits with the Company |
|
(iii) |
Whether there has been any default in repayment of deposits or payment
of interest |
|
|
thereon during the Year and if so, number of such cases and total amount
involved: |
|
|
a. At the beginning of the Year: |
Nil |
|
b. Maximum during the Year: |
NIl |
|
c. At the end of the Year: |
Nil |
(iv) |
Details of deposits which are not in compliance with the requirements of
Schedule V |
Nil |
|
of the Companies Act |
|
*negligible
Your Company is currently not accepting public deposits and has not accepted any
deposits from its Directors during the Financial Year 2023-24.
Directors
(a) Appointment / Retirement of Whole Time Directors
Mr. Nitin Nabar, "Executive Director and President (Chemicals)" superannuated
from directorship of the Company with effect from close of business hours on April 30,
2024.
During the year under review, upon recommendation of the Nomination and Remuneration
Committee of the Board of Directors, the Board of Directors approved the appointment of
Mr. Vishal Sharma, Chief Executive Officer GIL Chemicals, as the "Whole Time
Director" [Additional Director (Executive, Non-Independent Director)] of the Company,
designated as the "Executive Director & Chief Executive Officer
(Chemicals)", with effect from May 1, 2024 up to March 31, 2027, subject to approval
of Shareholders of the Company.
Necessary resolution for regularisation of his directorship is being moved through
Postal Ballot for the approval of the Shareholders, the results of which will be declared
on or before June 26, 2024.
The Nomination and Remuneration Committee and the Board of Directors of the Company at
their Meetings held on May 17, 2024, have approved the re-appointment of Ms. Tanya Dubash
(DIN: 00026028) as the "Whole Time Director" of the Company, to be designated as
"Executive Director and Chief Brand Officer", who will hold the office for a
period of 3 (Three) years commencing from April 1, 2025, up to March 31, 2028, subject to
approval of the Shareholders of the Company.
(b) Appointment / Re-appointment / Resignation of Non-Executive Directors
Mr. Jamshyd Godrej, Non-Executive Non-Independent Director (DIN: 00076250) resigned
from directorship of the Company having attained the age of 75 (Seventy-Five) years with
effect from January 24, 2024.
The Nomination and Remuneration Committee and the Board of Directors of the Company at
their Meetings held on May 17, 2024, have approved the re-appointment of Ms. Monaz Noble
(DIN: 03086192) as the Independent Director (Non-Executive Director) of the Company for
her second term starting from May 1, 2025 upto April 30, 2030.
The above re-appointment of Independent Director is subject to approval of the
Shareholders of the Company.
(c) Directors liable to retire by rotation
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the
Company's Articles of Association, Mr. Pirojsha Godrej, Non-Executive Non-Independent
Director (DIN: 00432983) of the Company is liable to retire by rotation at the ensuing 36th
(Thirty Sixth) AGM, and being eligible, has offered himself for re-appointment.
(d) Resolutions to be passed at the ensuing AGM
Appropriate resolutions for re-appointment of Ms. Tanya Dubash (DIN: 00026028) as the
Whole Time Director of the Company, Ms. Monaz Noble (DIN: 03086192) as the Independent
Director of the Company and Mr. Pirojsha Godrej (DIN: 00432983), Director liable to retire
by rotation are being moved at the ensuing 36th (Thirty Sixth) AGM, which the
Board recommends for your approval.
(e) Composition of Board of Directors
As on the date of this Board's Report, i.e., as on May 17, 2024 your Company's Board of
Directors comprises of the following Directors:
Name of the Director |
Director Identification |
Category |
|
Number (DIN) |
|
Mr. Nadir Godrej |
00066195 |
Chairman & Managing Director |
Mr. Pirojsha Godrej |
00432983 |
Non-Executive Non-Independent Director |
Ms. Tanya Dubash |
00026028 |
Executive Director & Chief Brand Officer |
Mr. Vishal Sharma |
00085416 |
Executive Director & Chief Executive Officer |
|
|
(Chemicals) |
Mr. Mathew Eipe |
00027780 |
Non-Executive Independent Director |
Dr. Ganapati Yadav |
02235661 |
Non-Executive Independent Director |
Ms. Monaz Noble |
03086192 |
Non-Executive Independent Director |
Ms. Shweta Bhatia |
03164394 |
Non-Executive Independent Director |
Mr. Sandeep Murthy |
00591165 |
Non-Executive Independent Director |
Mr. Ajaykumar Vaghani |
00186764 |
Non-Executive Independent Director |
(f) Declaration of Independence 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 pro_ciency) 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.
(g) Board 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.
5 (Five) Meetings of the Board of Directors were held during the Financial Year 2023-24
(i.e. on May 19, 2023, August 11, 2023, October 25, 2023, November 8, 2023, and February
9, 2024). The maximum gap between two Board Meetings did not exceed 120 (One Hundred and
Twenty) days. The details of Board Meetings and the attendance record of the Directors are
provided in the Report on Corporate Governance section of the Annual Report.
All the Board Meetings during the year were conducted through Video Conferencing.
(h) Performance Evaluation of the Board of Directors, its individual members, and its
Committees
In terms with the Policy for Evaluation of the Performance of the Board of Directors of
the Company, 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, in order
to enhance the effectiveness of the Board, its Committees, and Individual Directors. This
was in line with the requirements of the Companies Act, 2013 and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC)
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. The survey comprised
of below sections and compiled feedback and suggestions on:
Board Processes (including Board composition, strategic orientation and team dynamics);
Individual Committees;
Individual Board Members; the Chairperson and
Declaration of independence from Independent Directors
The criteria for Board processes included Board composition, strategic orientation and
team dynamics.
Evaluation of each of the Board Committees covered whether they have well-defined
objectives, 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 discussion, 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 following reports were created as part of the evaluation:
Board Feedback Report;
Individual Board Member Feedback Report;
Chairman's Feedback Report
Further, the performance evaluation criteria for Independent Directors included a check
on their fulfilment of the independence criteria and their independence from the
management.
The overall Board and Committee Feedback Report was tabled in NRC meeting and insights
were noted to further improve board effectiveness. Individual Board Member feedback was
shared separately with respective directors.
(i) Nomination and Remuneration Policy
The Company's Nomination and Remuneration Policy for Directors, Key Managerial
Personnel, and other employees can be accessed on the Company's website at
https://www.godrejindustries.com/ investors/listing-compliance. 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 in accordance with the provisions of the Companies Act,
2013.
On the recommendation of the Nomination and Remuneration Committee, the Board had
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The details of the Board Appointment Policy are stated below:
Board Appointment Policy - Godrej Industries Limited (the "Company")
The Company is committed to equality of opportunity in all aspects of its business and
does not discriminate on the grounds of nationality, race, colour, religion, caste,
gender, gender identity or expression, sexual orientation, disability, age or marital
status.
The Company recognises merit and continuously seeks to enhance the effectiveness of its
Board. The Company believes that for effective corporate governance, it is important that
the Board has the appropriate balance of skills, experience and diversity of perspectives.
Board appointments will be made on merit basis and candidates will be considered
against objective criteria with due regard for the benefits of diversity on the Board. The
Board believes that such merit-based appointments will best enable the Company to serve
its stakeholders.
The Board will review this Policy on a regular basis to ensure its effectiveness.
Talent Management and Succession Planning
Our Company has the talent management process in place with an objective of developing
a robust talent pipeline for the organization which includes the senior leadership team.
As part of our Talent Management Process called Total Talent Management, 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 organization's talent objectives. We continue to deploy
leadership development initiatives to build succession for key roles.
Total Rewards Philosophy
The policy of your Company on director's appointment and remuneration of the Directors,
Key Managerial Personnel and other employees including criteria for determining
qualifications, positive attributes is stated below:
TOTAL REWARDS PHILOSOPHY
GODREJ INDUSTRIES LIMITED (the "Company")
Our Total Rewards Framework aims at holistically utilizing elements such as fixed and
variable compensation, long-term incentives, benefits and perquisites and non-compensation
elements (career development, work life balance and recognition).
Highlights
The rewards framework offers flexibility to customize different elements, on the basis
of need. It is also integrated with our performance and talent management processes and is
designed to ensure sharply differentiated rewards for our best performers.
The total compensation for a given position is influenced by three factors: position,
performance and potential. As a broad principle, for our high performers and potential
employees, we strive to deliver total compensation between 66th to 75th
percentile of the market for senior leadership.
Total Compensation
The total compensation has three components:
1. Fixed Compensation' comprises of basic salary and retirement benefits, like
provident fund and gratuity.
2. Flexible Compensation' is a fixed pre-determined component of the
compensation.
3. Variable Compensation consists of
Performance Linked Variable Remuneration - Rewards one for delivering superior business
results and individual performance in the year. It is designed to provide significant
upside earning potential without cap for over-achieving business results. It has a
Collective' component, which is linked to the achievement of specified business
results, measured by relevant metrics, relative to the target set for the given financial
year and an Individual' component, based on the performance, as measured by the
performance management process.
Long Term Incentives These rewards select employees for their continued
contribution to long term success of the company. These are granted in the form of ESGS
(Employee Stock Grant Scheme) and other business performance linked long term incentives.
ESGS grants are awarded to select senior employees basis criticality and performance.
(j) Familiarisation Programmes
Familiarisation programme for the Independent Directors was conducted during the
Financial Year 2023-24. Apart from this, business presentations were made by the
Management to the Independent Directors. The details of familiarization programmes
pursuant to Regulation 25(7) of the Listing Regulations is uploaded on the Company's
website, viz. https://www.godrejindustries.com/investors/ listing-compliance.
Key Managerial Personnel
There have been no changes in the Key Managerial Personnel of the Company during the
Financial Year 2023-24.
Details of Directors / Key Managerial Personnel who were appointed or have resigned
during the Financial Year 2023-24
Name of the Director |
Date of appointment / resignation / retirement |
Mr. Jamshyd Godrej |
Resigned from directorship of the Company having attained the age of
75 (Seventy-Five) years with effect from January 24, 2024. |
Auditors and AuditorsRS. Report Statutory Auditors
The Audit Committee and the Board of Directors at their Meetings held on May 27, 2022
had approved and recommended appointment of M/s. Kalyaniwalla & Mistry LLP, Chartered
Accountants (Firm Registration No: 104607W/W100166) as the Statutory Auditors of the
Company to hold office from the conclusion of the 34th (Thirty Fourth) AGM,
till the conclusion of the 39th (Thirty Ninth), at a remuneration as may be
decided by the Board of Directors. Their appointment was approved by the Shareholders of
the Company at the last 34th (Thirty Fourth) AGM held on August 12, 2022. The
Statutory Auditor's Report on the Financial Statements for the Financial Year ended on
March 31, 2024, does not contain any qualification, reservation, adverse remark or
disclaimer.
Cost Auditors
M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 000010)
were appointed by the Board of Directors as the Cost Auditors of the Company for all 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 2023-24.
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 17, 2024, have approved re-appointment of M/s. R. Nanabhoy & Co.,
Cost Accountants, being eligible, as the Cost Auditors of the Company for the Financial
Year 2024-25 at a remuneration of 4,63,450/- (Rupees Four Lakh Sixty Three Thousand Four
Hundred Fifty Only) plus applicable taxes and reimbursement of out of pocket expenses,
subject to ratification of the said remuneration by the Members at the ensuing 36th
(Thirty Sixth) 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 sub-section (1) of Section 148 of the Companies Act, 2013
pertaining to Cost Audit.
Secretarial Auditors
Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company'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 2023-24. The Secretarial Audit Report issued by M/s. A. N. Ramani & Co
LLP., Secretarial Auditors for the Financial Year ended March 31, 2024, is annexed
herewith marked as Annexure B' to this Report. The Secretarial Audit Report
does not contain any qualification, reservation or adverse remark.
The Secretarial Audit Report of Godrej Capital Limited, being material unlisted
subsidiary of your Company is annexed herewith marked as Annexure B1' to this
Report in compliance with provisions of Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
Vigil Mechanism / Whistle Blower Policy
Your Company is focused on ensuring that integrity and ethics continue to be the
bedrock of its corporate operations. It is committed to conducting its business in
accordance with the highest standards of professionalism and ethical behavior. Your
Company has a vigil mechanism policy named "Whistle Blower Policy" to deal with
instance of fraud and mismanagement, if any. This initiative was taken to encourage
employees to report irregularities in operations, besides complying with the statutory
requirements under Companies Act, 2013. All employees of the Company can avail this
mechanism. If the whistle blower is not satisfied with the actions taken, necessary steps
to escalate the same can be taken. Through the process, the mechanism considers and
extends complete protection to the whistle blower and direct access to the Chairperson of
the Audit Committee, in appropriate or exceptional cases.
Committees of Board of Directors (a) Audit Committee
Pursuant to the provisions of Section 177(8) of the Companies Act, 2013, Rule 6 of 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 2023-24 was as under:
Name of the Member |
Designation |
Mr. Mathew Eipe |
Chairperson (Independent Director) |
Mr. Nitin Nabar$ |
Member [Executive Director & President (Chemicals)] |
Ms. Monaz Noble |
Member (Independent Director) |
Dr. Ganapati Yadav |
Member (Independent Director) |
Mr. Sandeep Murthy |
Member (Independent Director) |
Mr. Vishal Sharma^ |
Member [Executive Director & Chief Executive Officer (Chemicals)] |
$ Mr. Nitin Nabar retired as Director of the Company with effect from close of
business hours on April 30, 2024.
^Appointed as a Member with effect from May 1, 2024.
The Statutory Auditors, Internal Auditors 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 2023-24 (i.e., May 19,
2023, August 11, 2023, November 8, 2023, and February 9, 2024).
(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 2023-24 was
as under:
Name of the Member |
Designation |
Mr. Nadir Godrej |
Chairperson (Chairman & Managing Director) |
Mr. Nitin Nabar$ |
Member [Executive Director & President (Chemicals)] |
Mr. Mathew Eipe |
Member (Independent Director) |
Dr. Ganapati Yadav |
Member (Independent Director) |
Name of the Member |
Designation |
Mr. Clement Pinto |
Member (Chief Financial Officer) |
Mr. Vishal Sharma^ |
Member [Executive Director & Chief Executive Officer (Chemicals)] |
$ Mr. Nitin Nabar retired as Director of the Company with effect from close of
business hours on April 30, 2024.
^Appointed as a Member with effect from May 1, 2024.
3 (Three) Meetings of the Risk Management Committee were held during the Financial Year
2023-24 (i.e., May 19, 2023, October 25, 2023, and February 9, 2024).
The Risk Management Committee consists of the Managing Director, Whole Time Director,
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. The Board of Directors of your
Company are of the opinion that, at present, there are no elements of risks which may
threaten the existence of the Company.
(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
2023-24 was as under:
Name of the Member |
Designation |
Mr. Nadir Godrej |
Chairperson (Chairman & Managing Director) |
Ms. Tanya Dubash |
Member (Executive Director & Chief Brand Officer) |
Mr. Nitin Nabar$ |
Member [Executive Director & President (Chemicals)] |
Mr. Mathew Eipe |
Member (Independent Director) |
Mr. Vishal Sharma^ |
Member [Executive Director & Chief Executive Officer (Chemicals)] |
$ Mr. Nitin Nabar retired as Director of the Company with effect from close of
business hours on April 30, 2024.
^Appointed as a Member with effect from May 1, 2024.
1 (One) Meeting of the Corporate Social Responsibility Committee was held during the
Financial Year 2023-24 (i.e. on February 9, 2024).
Areas of CSR Expenditure:
Your Company is committed to the Godrej 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 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 viz.
www.godrejindustries.com.
Amount of CSR Spending and Annual Report on CSR Activities:
During the Financial Year 2023-24, your Company was not required to spend towards CSR
activities in terms of the provisions of Section 135 of the Companies Act, 2013 and the
Companies (Corporate Social Responsibility Policy) Rules, 2014. The Annual Report on CSR
Activities of your Company for the Financial Year 2023-24 is annexed herewith as "Annexure
C".
The Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal)
Act, 2013
We are dedicated to fostering an environment where employees can collaborate without
facing any form of sexual harassment, exploitation, or intimidation. Our commitment to
preventing sexual harassment at the workplace is reflected in the reinforcement of our
existing policy. Each employee is briefed on the company's staunch stance against sexual
harassment, emphasizing that such behaviour is not only unlawful but also contrary to the
principles of our Godrej Group.
To enhance awareness regarding workplace harassment, we have implemented an online
training module accessible to all employees, along with in-person sessions conducted
across our various facilities. These training sessions cover legislative updates, details
regarding the Internal Complaints Committee, and procedures for addressing grievances.
In line with legal requirements, we have established two distinct committeesone
overseeing the Head Office, Maharashtra factories, and branches across India, and the
other specifically for the Valia factory in Gujarat. Ms. Divya Murthy presides over both
committees. While the law applies primarily to female employees, our company policy
extends protection to all employees and premises nationwide.
To facilitate the reporting and tracking of complaints related to sexual harassment, we
have introduced an online platform called "Conduct." Despite no complaints being
filed during the review period, we remain vigilant in our compliance efforts. As per
Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and
Redressal) Act, 2013, the committee has prepared a report indicating zero complaints
received.
DirectorsRS. Responsibility Statement
The Board of Directors have laid down Internal Financial Controls within the meaning of
the explanation to Section 134(5)(e) ("IFC") 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 2023-24, 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, 2024) and of the profit and loss of the Company for that period (i.e. the Financial
Year 2023-24);
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, 2024 on a going concern basis;
60 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.
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 to the Report on Corporate Governance.
Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo
The information in respect of matters pertaining to conservation of energy, technology
absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of
the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended
as Annexure D' to this Report.
Annual Return
In compliance with provisions of Section 134(3)(a) of the Companies Act, 2013, the
Annual Return as per Section 92(3) of the Companies Act, 2013 has been hosted on the
website of the Company, viz. www.godrejindustries.com.
Managerial Remuneration and Remuneration Particulars of Employees
The remuneration paid to Executive Directors and Key Managerial Personnel and the
employees of the Company during the Financial Year 2023-24 was in accordance with the
Nomination and Remuneration Policy of the Company.
Disclosures with respect to the remuneration of Directors and employees as required
under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, has been appended as Annexure
E' to this Report.
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@godrejinds.com, whereupon a copy would be sent.
Material changes and commitments since the Financial Year end
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the March 31, 2024, and the date of this Boards'
Report (i.e. May 17, 2024).
Fraud Reporting
There have been no instances of frauds reported by the Auditors under Section 143(12)
of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to
the Central Government.
Policies of the Company
Listing Regulations have mandated the formulation of certain policies for all listed
companies. As per provisions of Listing Regulations, certain Policies are hosted on the
Company's website viz; www.godrejindustries.com.
The key policies that have been adopted by the Company pursuant to the provisions of
the Companies Act, 2013 and the Rules framed thereunder, the Listing Regulations and other
applicable laws are as follows:
Name of the Policy |
Brief Particulars of the Policy |
Risk Management Policy |
The Company has in place, a Risk Management Policy which is framed by
the Board of Directors of the Company. This Policy deals with identifying and assessing
risks such as operational, strategic, financial, security, property, regulatory,
reputational, cyber security and other risks and the Company has in place an adequate Risk
Management infrastructure capable of addressing these risks. |
Corporate Social |
The Corporate Social Responsibility (CSR) Committee has formulated and
recommended to the |
Responsibility Policy |
Board and the Board has approved a Corporate Social Responsibility
Policy (CSR Policy), which outlines the Company's strategy to bring about a positive
impact on society through various CSR activities and programmes. |
Policy for determining Material Subsidiaries |
This Policy is used to determine the material subsidiaries and
material non-listed Indian subsidiaries of the Company in order to comply with the
requirements of Regulation 16(1) |
|
(c) and Regulation 24 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has the
following Material |
|
Subsidiaries as on March 31, 2024: |
|
1) Godrej Properties Limited (Listed Subsidiary) |
|
2) Godrej Agrovet Limited (Listed Subsidiary) |
|
3) Godrej Capital Limited (Unlisted Subsidiary) |
Nomination and Remuneration Policy |
This Policy formulates the criteria for determining qualifications,
competencies, positive attributes and independence of a Director (Executive /
Non-Executive) and also the criteria for determining the remuneration of the Directors,
Key Managerial Personnel and other Senior Management Employees. |
Whistle Blower Policy / Vigil Mechanism |
Your Company has a Vigil Mechanism / Whistle Blower Policy which
provides adequate safeguards against victimization of persons who use Whistle Blower
mechanism and make provision for direct access to the Chairperson of the Audit Committee,
in appropriate or exceptional cases. |
Anti-Sexual Harassment Policy |
Your Company has in place an Anti-Sexual Harassment Policy, which
provides for a proper mechanism for redressal of complaints of sexual harassment and
thereby encourages employees to work together without fear of sexual harassment,
exploitation or intimidation. |
Policy on Materiality of |
This Policy regulates all transactions between the Company and its
Related Parties. |
Related Party Transaction and dealing with Related |
|
Party Transaction |
|
Code of Conduct for the Board of Directors and Senior
Management |
Your Company has in place, a Code of Conduct for the Board of
Directors and Senior Management Personnel which reflects the legal and ethical values to
which your Company is strongly committed. |
Personnel |
|
Code of Conduct for |
This Policy sets up an appropriate mechanism to curb Insider Trading in
accordance with |
Insider Trading |
Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. |
Policy on Criteria for |
This Policy applies to disclosures of material events affecting the
Company. This Policy |
determining Materiality of |
warrants disclosure to investors and has been framed in compliance with
the requirements |
Events |
of Regulation 30 of the Listing Regulations. |
Policy for Maintenance |
The purpose of this Policy is to specify the type of documents and time
period for preservation |
and Preservation of |
thereof based on the classification mentioned under Regulation 9 of the
Listing Regulations. |
Documents |
This Policy covers all business records of the Company, including
written, printed and |
|
recorded matter and electronic forms of records. |
Name of the Policy |
Brief Particulars of the Policy |
Archival Policy |
This Policy is framed pursuant to the provisions of the
Listing Regulations. As per this Policy, your Company is required to disclose on its
website, all such events or information which have been disclosed to the Stock Exchanges
where the securities of the Company are listed. |
|
Further, such disclosures shall be hosted on the website
of the Company for a minimum period of 5 (five) years and thereafter as per Archival
Policy of the Company. |
Dividend Distribution |
This Policy is framed by the Board of Directors in terms
of the Listing Regulations. The focus |
Policy |
of the Company is to have a Policy on distribution of
dividend so that the investor may know |
|
as to when and how much dividend they may expect. |
Disclosures as per the Companies (Accounts) Rules, 2014
Change in nature of business, if any |
None |
Names of Companies which have become or have |
None |
ceased to be its Subsidiaries, Joint Ventures or |
|
Associate Companies during the Financial Year |
|
2023-24 |
|
Details of Significant and Material Orders passed |
During the Financial Year 2023-24, there were no significant |
by the Regulators or Courts or Tribunals, impacting |
and material orders passed by the regulators or Courts or |
the going concern status and the CompanyRS.s opera- |
Tribunals which could adversely impact the going concern |
tions in future |
status of the Company and its operations in future. |
Secretarial Standards
Your Company is in compliance with the Secretarial Standards on Meetings of the Board
of Directors (SS- 1) and Secretarial Standards on General Meetings (SS-2) issued by the
Institute of Company Secretaries of India (ICSI).
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, 6,88,591/- (Rupees Six Lakh Eighty Eight
Thousand Five Hundred Ninety One Only) unpaid / unclaimed dividends and 25,718 (Twenty
Five Thousand Seven Hundred and Eighteen) Equity Shares were transferred during the
Financial Year 2023-24 to the Investor Education and Protection Fund (IEPF).
The Company has appointed a Nodal Officer under the provisions of IEPF, the details of
which are available on the website of the Company. The same can be accessed on
www.godrejindustries.com. The Company has uploaded the details of unpaid and unclaimed
amounts lying with the Company as on August 11, 2023 (date of last AGM) on the Company's
website which can be accessed on www.godrejindustries.com and of the Ministry of Corporate
Affairs website at www.iepf.gov.in.
Depository System
Your Company's Equity Shares are available for dematerialization through National
Securities Depository Limited and Central Depository Services (India) Limited. As of March
31, 2024, 99.93% of the Equity Shares of your Company were held in demat form.
You Company has issued Commercial Papers and Non-Convertible Debentures in demat mode
only.
Listing
The Equity Shares of your Company are listed on the BSE Limited (BSE) and the National
Stock Exchange of India Limited (NSE). The applicable annual listing fees have been paid
to the Stock Exchanges before the due dates. The Equity Shares of your Company were not
suspended from trading on BSE and NSE at any point of time during the Financial Year
2023-24.
Your Company's Non-Convertible Debentures are listed on the National Stock Exchange of
India Limited (NSE). The applicable annual listing fees have been paid to the Stock
Exchange before the due date.
Disclosure Requirement in accordance with Regulation 30(A) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 read with Schedule III to the Regulations
The Company has been 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 have entered into a Family
Settlement Agreement and a brand & non-compete agreement on April 30, 2024. The
Company is not a party to these agreements. The settlement contemplates a realignment of inter
alia the shareholding of the Company, subject to applicable regulatory approvals.
Pursuant to the realignment, the management and control of the Company will continue with
the ABG / NBG family, and the JNG / SVC family will not be involved in the management and
operations of the Company. Currently, there are no members of the JNG / SVC Family who are
directors on the Board of Directors of the Company. The weblink to access detailed public
intimation in this regard is as under: https://www.godrejindustries.com/public/uploads/listing_compliance/GILReg30FSAF.pdf
Additional Information
The additional information required to be given under the Companies Act, 2013 and the
Rules framed thereunder, has been laid out in the Notes attached to and forming part of
the Accounts. The Notes to the Accounts referred to the Auditors' Report are
self-explanatory and therefore do not call for any further explanation. The Consolidated
Financial Statements of our Company form a part of the Annual Report. Accordingly, this
Annual Report of your Company does not contain the Financial Statements of its
Subsidiaries. The Audited Annual Accounts and related information of the Company's
Subsidiaries will be made available upon request. These documents including the Subsidiary
Companies' documents will be available for inspection on the Company's website,
viz.,www.godrejindustries.com.
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.
Acknowledgement
Your Directors thank the Union Government, the Governments of Maharashtra and Gujarat
as also all the Government Agencies, Banks, Financial Institutions, Shareholders,
Customers, Fixed Deposit Holders, Vendors and other Business Associates, who, through
their continued support and co-operation, have helped as partners in your Company's
progress. 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.