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To The Shareholders,
Appropriation
9OUR $IRECTORS HAVE PLEASURE IN PRESENTING THEIR 2EPORT 9OUR$IRECTORSRECOMMENDAPPROPRIATIONASUNDER
along with the Audited Accounts for the year ended on
-ARCH  This Year 0REVIOUS9EAR
Rs. Crore Rs. Crore

)NTERIM$IVIDEND 125.9 


Operating Results
0ROPOSED&INAL$IVIDEND – 
9OUR #OMPANYS lNANCIAL PERFORMANCE FOR THE YEAR
Tax on distributed profits 21.4 
under review has been encouraging and is summarised
BELOW Transfer to General Reserve 24.8 

Surplus Carried Forward 174.1 


This year Previous
9EAR
Total Appropriation 346.2 
Rs. Crore Rs. Crore

Sales (net of excise duty) 1267.9 


Dividend
Other operating income – 3.7
&ORTHEYEAR  THREEINTERIMDIVIDENDSWEREPAID
Other Income 50.6 
on shares of face value Re.1 each – Re.1 per share on
Total Income 1318.5  !UGUST   2E PER SHARE ON .OVEMBER 
AND2EPERSHAREON&EBRUARY 
Total Expenditure other than Interest 1001.9 
AND$EPRECIATION )NADDITIONTOTHEABOVE THE"OARDOF$IRECTORSHASALSO
DECLAREDAFOURTHINTERIMDIVIDENDON!PRIL AT
0ROlTBEFORE)NTEREST $EPRECIATION 316.6 
THERATEOF2SPERSHAREONEQUITYSHARESOFNOMINAL
and Tax
value Re.1 each. The record date for the same has been
$EPRECIATION 13.7 14.4 lXEDAS-AY 

Profit before Interest and Tax 302.9  The total dividend payout for the year ended March 31,
STANDSAT2SPERSHAREONSHARESOF
Interest and Financial Charges (net) 3.7 
the face value of Re.1/- each).
Profit before Tax 299.2 
9OUR $IRECTORS RECOMMEND THAT THE AFORESAID INTERIM
0ROVISIONFORTAX DIVIDENDS AGGREGATING TO 2S PER SHARE ON SHARES
of face value Re.1 each be declared as final dividend for
Current tax 48.9  THEYEARENDEDON-ARCH 

$EFERREDTAX 2.2 


Review of Operations
Fringe Benefit Tax - 
$URING THE YEAR UNDER REVIEW YOUR #OMPANY EARNED
Profit after tax 248.1 
0ROlT!FTER4AX0!4 OF2SCRORE
Tax adjustments in respect of - 
previous years The comparison of the current year’s Sales with the
previous year is given in table 1 below.
Profit after tax and tax 248.1 
adjustments for previous years 3ALES OF 'ODREJ BRANDS HAVE INCREASED BY  PERCENT
FROM2SCROREIN TO2SCROREIN
Surplus brought forward 98.1 
 
Amount available for appropriation 346.2  A detailed analysis of your Company’s performance is
CONTAINEDINTHE-ANAGEMENT$ISCUSSIONAND!NALYSIS
Report.

53
4ABLE  #OMPARISON OF #URRENT YEAR SALES WITH THE AGGREGATING TO     RANK pari passu with the
previous year existing equity shares.
(Rs. Crore)
Consequent to the above allotment of shares, the
Particulars of Sale Year 9EAR % Increase issued and paid-up equity share capital of GCPL stands
ended ended /(decrease)
INCREASEDTO   EQUITYSHARESOFface value of
31-Mar-10  -AR 
2EEACHAGGREGATING2S   
Soaps 828.4  17%
Performance of GSLL in FY 2009-10
Hair Colour 274.5  
'ODREJ3ARA,EE,TDHASRECORDEDAGROWTHOFIN
Toiletries 83.2  34% gross sales and 31% in Profit after Tax over the previous
year. Good knight Active plus initiative was a great success
,IQUID$ETERGENTS 53.3   and recorded a good sales growth. Other new initiatives
in household insecticides category viz., GoodKnight
Godrej Brands 1239.4  
Naturals and GK Advanced Coils were able to get a good
Contract Manufacturing –  – consumer response. The Company witnessed a strong
market share increase in Electrics and Aerosol formats in
By-products 28.5   household insecticide category during the year.
Total 1267.9  17% Bangladesh witnessed doubling of sales on the back of
the new distribution model. The Company maintained
its focus of growing South East Asian markets including
Acquisitions Bangladesh, Sri Lanka and Nepal.

49% stake in Godrej Sara Lee Ltd. Tura, Nigeria


The Honorable High Court of Judicature at Bombay )N -ARCH  YOUR #OMPANY ENTERED INTO AN
HAS VIDE ORDER DATED /CTOBER   SANCTIONED THE agreement to acquire Tura from the Tura Group, Nigeria.
Scheme of amalgamation of Godrej ConsumerBiz Ltd. Tura, a household name in many African markets, is a
(GCBL) and Godrej Hygiene Care Ltd. (GHCL) with market-leading personal care brand with a range of
Godrej Consumer Products Ltd. (GCPL). The appointed products that distributes a range of products including
DATEOFTHE3CHEMEWAS*UNE ANDTHEEFFECTIVE soaps, moisturising lotions and skin-toning creams.
DATE WAS /CTOBER   BEING THE DATE ON WHICH Its medicated bar soap is amongst the top three in its
the certified copy of the court order was filed with the category in Nigeria. The acquisition will serve as a strong
Registrar of Companies, Mumbai). platform for introducing your Company’s portfolio into
Nigeria and other Western African countries.
'#", AND '(#, HELD  AND  RESPECTIVELY IN
'ODREJ 3ARA ,EE ,TD '3,, WHICH IS A  UNLISTED Megasari, Indonesia
joint venture company between the Godrej Group and
After the close of the financial year, your Company has
3ARALEE#ORPORATION 53!
entered in to an agreement to acquire PT. Megasari
Pursuant to the amalgamation, the assets and liabilities Makmur Group and its distribution company in Indonesia.
of GCBL and GHCL have been transferred to GCPL with Megasari Group manufactures and distributes a wide
effect from the appointed date and therefore GCPL holds range of household products including household
STAKEINTHEEQUITYOF'3,, insecticides, wet tissues and air fresheners. Megasari
Group’s products are market leaders in Indonesia in
)NTERMSOFTHE3CHEME 'ODREJ"OYCE-FG#O,TD most of the categories that the company participates
'" AND'ODREJ)NDUSTRIES,TD'), THESHAREHOLDERS in. Megasari Group provides your Company a strong
of GCBL and GHCL respectively, were to be issued and platform to establish a significant foothold in Indonesia,
ALLOTTED  SHARES IN '#0, FOR EVERY  SHARES HELD which is among the largest consumer markets in Asia.
by them in GCBL and GHCL respectively. Accordingly, Given Megasari Group’s leading position in household
'#0,HASISSUEDANDALLOTTED   EQUITYSHARES product categories in Indonesia and the Godrej Group’s
OFFACEVALUE2EEACHTO'"AND   EQUITY strong presence in this category in India, we believe this
shares of face value Re.1 each to GIL. The new shares acquisition will provide significant synergies and create
value for shareholders.

54
Subsidiaries Name of the Place of Date of incorporation
Company incorporation as subsidiary
+EYLINE "RANDS ,IMITED 5+ POSTED A TURNOVER OF '"0
Godrej Nigeria Nigeria -ARCH 
MILLIONANDAPROlTAFTERTAXOF'"0MILLIONAS
Limited
per local GAAP).
Rapidol Pty. Limited, South Africa posted a turnover Godrej Consumer Netherlands -ARCH 
0RODUCTS$UTCH
OF :!2  MILLION AND A PROlT AFTER TAX OF :!2  #OOPERATIEF5!
million. (Netherlands)
'ODREJ 'LOBAL -IDEAST &:% POSTED A TURNOVER OF !%$
Godrej Consumer Netherlands -ARCH 
MILLIONANDAPROlTAFTERTAXOF!%$MILLION Holdings
(Netherlands) B.V
+INKY 'ROUP 0TY ,TD POSTED A TURNOVER OF :!2 
MILLIONANDAPROlTAFTERTAXOF:!2MILLIONASPER Godrej Consumer Netherlands -ARCH 
local GAAP). Products
(Netherlands) B.V
9OUR #OMPANY HAD MADE AN APPLICATION TO THE #ENTRAL
'OVERNMENTPURSUANTTO3ECTIONOFTHE#OMPANIES
Out of the above six subsidiaries, the following companies
!CT  FOR SEEKING EXEMPTION FROM ATTACHING WITH
viz., Godrej Nigeria Limited, Godrej Consumer Products
its accounts the individual accounts of each of the
$UTCH#OOPERATIEF5!.ETHERLANDS 'ODREJ#ONSUMER
subsidiaries. The application was made in respect of the
Holdings (Netherlands) B.V and Godrej Consumer
FOLLOWINGSUBSIDIARIESASONTHEDATEOFTHEAPPLICATION
Products (Netherlands) B.V are yet to issue their capital
viz., Godrej Netherlands B.V, Godrej Consumer Products
and they did not carry out any operations during the
5+ ,IMITED +EYLINE"RANDS,IMITED )NECTO-ANUFACTURING
year under review. Hence, the financial statements of
Limited, Rapidol Pty. Limited, Godrej Global Mideast FZE,
these subsidiaries were not required to be prepared
Godrej Consumer Products (Mauritius) Limited, Godrej
and annexed to your Company’s Annual Report. The
Kinky Holdings Limited, Kinky Group Pty. Ltd. and Godrej
accounts of the balance two subsidiaries viz., Godrej
Hygiene Products Limited.
Nigeria Holdings Limited and Godrej Consumer Products
Accordingly the Central Government gave its approval Holding (Mauritius) Ltd. forms part of the Annual Report
and exempted your Company from attaching to its and the accounts of Godrej Consumer Products Ltd.
accounts, the individual accounts of each of the above
subsidiaries. The Consolidated Financial Statements of the Company
and its subsidiaries, prepared in accordance with
The accounts of the subsidiary companies and the !CCOUNTING 3TANDARD  ISSUED BY THE )NSTITUTE OF
related detailed information will be made available to Chartered Accountants of India, also forms part of the
any shareholder seeking such information at any point Annual Report and accounts of your Company.
of time. The accounts of the subsidiary companies
are uploaded in the website of the Company viz., In accordance with the conditions stipulated by the
www.godrejcp.com and are also available for inspection Ministry of Corporate Affairs, while granting exemption
by any shareholder at the registered office of the Company from attaching the individual accounts of some of the
or at the registered offices of the subsidiary companies. subsidiaries, a one page financial summary for those
subsidiaries is disclosed in the consolidated balance
In respect of the following companies which were
sheet.
incorporated as subsidiaries of your Company during the
last quarter of the current financial year, your Company
did not prefer an application to the Central Government
Employee Stock Option Plan
PURSUANTTO3ECTIONOFTHE#OMPANIES!CT  The shareholders of the Company vide special resolution
PASSED ON -ARCH   APPROVED THE SETTING UP OF
Name of the Place of Date of incorporation
Company incorporation as subsidiary
Godrej Consumer Products Ltd. Employee Stock Option
Plan (GCPL ESOP). Pursuant to the approvals received
Godrej Nigeria Mauritius &EBRUARY  INTHEABOVEMEETINGANDINTHEMEETINGDATED!PRIL
Holdings Limited  THE#OMPANYCANGRANT  STOCKOPTIONS
CONVERTIBLE INTO    EQUITY SHARES OF THE NOMINAL
Godrej Consumer Mauritius &EBRUARY 
value Re.1 each to the eligible employees/directors of the
Products Holding
(Mauritius) Ltd. Company and of the Company’s subsidiaries.

55
The GCPL ESOP is administered by a trust set up for this the practices followed by the Company lead to value
purpose viz., Godrej Consumer Products Ltd. Employee creation for all its shareholders.
Stock Option Trust.
4HE#'2RATINGISONARATINGSCALEOF#'2TO#'2
!S ON -ARCH      OPTIONS CONVERTIBLE WHERE #'2 DENOTES THE HIGHEST RATING 4HE #'2
INTO  SHARESOFNOMINALVALUEOF2EEACHARE rating implies that in ICRA’s current opinion, the rated
outstanding in respect of options granted to employees Company has adopted and follows such practices,
of the Company. conventions and codes as would provide its financial
Date of Grant Unvested Options outstanding stakeholders a high level of assurance on the quality of
corporate governance.
     
The SVG1 rating is on a rating scale of SVG1 to
     
36' WHERE 36' DENOTES THE HIGHEST RATING 4HE
     SVG1 rating implies that in ICRA’s current opinion,
the Company belongs to the highest category on the
      composite parameters of stakeholder value creation and
management as also corporate governance practices.
    

      Directors
      Mr. Hoshedar Press is retiring from your Company with
     EFFECTFROMCLOSEOFBUSINESSHOURSON!PRIL AFTER
a long and illustrious career with the Godrej Group. The
      Board places on record his valuable contributions made
at all levels during his career with the group.
     

      )NACCORDANCEWITH!RTICLEANDOFTHE!RTICLESOF
Association of your Company, Ms Rama Bijapurkar, Mr.
     "HARAT$OSHIAND-R.ADIR'ODREJRETIREBYROTATIONAND
being eligible, offer themselves for reappointment.
    

Total 28,34,000 Listing


The details of the Options allotted under GCPL ESOP, as The shares of your Company are listed at The Bombay
ALSOTHEDISCLOSURESINCOMPLIANCEWITH#LAUSEOFTHE Stock Exchange Limited and The National Stock
Securities and Exchange Board of India (Employee Stock Exchange of India Ltd. The annual listing fee has been
Option Scheme and Employee Stock Purchase Scheme) paid to each of the above exchanges before the due date.
'UIDELINES ARESETOUTINAnnexure A to this report.
Since the exercise price of GCPL options is the last closing Auditors
price on the stock exchange, there is no compensation
4HEAUDITORS +ALYANIWALLA-ISTRY #HARTERED!CCOUNTANTS
COST IN &INANCIAL 9EAR   BASED ON THE INTRINSIC
Mumbai, retire and offer themselves for re-appointment.
value of the options.
0URSUANTTODIRECTIONSFROMTHE$EPARTMENTOF#OMPANY
Ratings !FFAIRS 0-.ANABHOY#O#OST!CCOUNTANTSHAVEBEEN
The Company continues to enjoy a Corporate Governance APPOINTEDAS#OST!UDITORSFORTHEYEAR 4HEYARE
2ATING OF #'2  PRONOUNCED AS #'2 PLUS AND A required to submit the report to the Central Government
Stakeholder Value Creation and Governance Rating WITHINDAYSFROMTHEENDOFTHEACCOUNTINGYEAR
OF 36' PRONOUNCED AS 36'   4HE SIGN INDICATES
relatively higher standing within the category indicated by Directors’ Responsibility Statement
the rating. The above ratings are on a rating scale of 1 to
 WHEREISTHEHIGHESTRATING 0URSUANTTOTHEPROVISIONSCONTAINEDIN3ECTION!!
OFTHE#OMPANIES!CT  YOUR$IRECTORS BASEDONTHE
The two ratings evaluate whether a Company is being run representation received from the Operating Management,
on the principles of Corporate Governance and whether ANDAFTERDUEENQUIRY CONlRM

56
a) that in the preparation of the annual accounts,
the applicable accounting standards have been
Group for Interse Transfer of Shares
followed and no material departures have been As required under Clause 3(1)(e) of the Securities and
MADEFROMTHESAME Exchange Board of India (Substantial Acquisition of
b) that they have selected such accounting policies and 3HARES AND 4AKEOVERS 2EGULATIONS  PERSONS
applied them consistently and made judgements constituting “Group” (within the meaning as defined in the
and estimates that are reasonable and prudent so -ONOPOLIES AND 2ESTRICTIVE 4RADE 0RACTICES !CT 
as to give a true and fair view of the state of affairs of for the purpose of availing exemption from applicability
the Company at the end of the financial year and of OFTHEPROVISIONSOF2EGULATIONTOOFTHEAFORESAID
THEPROlTOFTHE#OMPANYFORTHATPERIOD Regulations, are given in the Annexure C attached
herewith and forms part of this Annual Report.
c) that they have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of this
Corporate Governance
Act for safeguarding the assets of the Company 0URSUANT TO #LAUSE  OF THE ,ISTING !GREEMENTS THE
for preventing and detecting fraud and other -ANAGEMENT $ISCUSSION AND !NALYSIS 2EPORT AND
IRREGULARITIES the Report on Corporate Governance are included in
d) that they have prepared the annual accounts on a the Annual Report. The Auditors Certificate certifying
going concern basis. the Company’s compliance with the requirements of
#ORPORATE 'OVERNANCE IN TERMS OF #LAUSE  OF THE
Additional Information ,ISTING!GREEMENT ISATTACHEDAS!NNEXURE$ANDFORMS
part of this Annual Report.
Annexure B to this Report gives the information in respect
of conservation of Energy, Technology absorption and Acknowledgement
Foreign Exchange earnings and outgo, required under
3ECTION E OFTHE#OMPANIES!CT  READWITH 9OUR $IRECTORS WISH TO PLACE THEIR SINCERE THANKS
THE#OMPANIES$ISCLOSUREOF0ARTICULARSINTHE2EPORTOF TO THE 5NION 'OVERNMENT AND THE 'OVERNMENTS OF
THE"OARDOF$IRECTORS 2ULES ANDFORMSAPARTOF Maharashtra, Madhya Pradesh, Assam, Himachal
Pradesh and Sikkim, as also to all the Government
THE$IRECTORS2EPORT
agencies, banks, customers, shareholders, vendors and
)NFORMATIONASPER3ECTION! OFTHE#OMPANIES!CT other related organisations who, through their continued
READWITHTHE#OMPANIES0ARTICULAROF%MPLOYEES support and co-operation, have helped, as partners, in
your Company’s progress.
2ULES FORMSPARTOFTHIS2EPORT!SPERPROVISIONS
OF3ECTION B IV OFTHE#OMPANIES!CT  THE
Report and Accounts are being sent to the Shareholders
of the Company, excluding the statement of particulars of
THEEMPLOYEEUNDER3ECTION! OFTHE#OMPANIES &ORANDONBEHALFOFTHE"OARDOF$IRECTORS
!CT !NYSHAREHOLDERINTERESTEDINOBTAININGACOPY
of the statement may write to the Company Secretary at
the Registered Office of the Company.
Adi Godrej
The notes to the Accounts referred to in the Auditors’
Chairman
Report are self-explanatory and therefore do not call for
any further explanation. -UMBAI !PRIL 

57
Annexure A forming part of the
Directors’ Report
!SPERTHE3ECURITIES%XCHANGE"OARDOF)NDIA%MPLOYEE3TOCK/PTION3CHEME%MPLOYEE3TOCK0URCHASE3CHEME
'UIDELINES FOLLOWINGINFORMATIONISDISCLOSEDINRESPECTOF'ODREJ#ONSUMER0RODUCTS,IMITED%MPLOYEE3TOCK
/PTION0LAN

Sr. No. Heading Particulars

a Options granted   

b The pricing formula Market Price plus Interest at such a rate not
being less than the Bank Rate then prevailing
compoundable on an annual basis for the
period commencing from the date of Grant of
the Option and ending on the date of intimating
Exercise of the Option to the Company.

c /PTIONSVESTEDUPTO-ARCH   

d /PTIONSEXERCISEDUPTO-ARCH   

e 4HETOTALNUMBEROFSHARESARISINGASARESULTOFEXERCISEOFOPTION Nil - Since no fresh issue of shares by the


Company.

f /PTIONSLAPSED  LAPSEDANDFORFEITEDONACCOUNTOF


employees leaving the service of the Company
before the date of vesting).

g Variation of terms of options See Note 1 below

h Money realized by exercise of options 2S  

i Total number of options in force   

j %MPLOYEEWISEDETAILSOFOPTIONSGRANTEDTO
I SENIORMANAGERIALPERSONNEL
ii) any other employee who receives a grant in any one year of option 3EE.OTEBELOW
AMOUNTINGTOORMOREOFOPTIONGRANTEDDURINGTHATYEAR
iii) identified employees who were granted option, during any one
year, equal to or exceeding 1% of the issued capital (excluding
Nil
outstanding warrants and conversions) of the company at the time
OFGRANT

k $ILUTED%ARNINGS0ER3HARE%03 PURSUANTTOISSUEOFSHARESONEXERCISE There is no fresh issue of shares arising on


of option calculated in accordance with Accounting Standard (AS) 20 account of exercise of options. Hence, not
‘Earnings Per Share’. applicable.

58
Sr. No. Heading Particulars

l Where the company has calculated the employee compensation cost The Company has calculated the employee
using the intrinsic value of the stock options, the difference between compensation cost using the intrinsic value of
the employee compensation cost so computed and the employee stock options. Had the fair value method been
compensation cost that shall have been recognized if it had used the fair used, in respect of stock options granted the
value of the options, shall be disclosed. The impact of this difference on employee compensation cost would have been
profits and on EPS of the company shall also be disclosed. higher by Rs.4.43 crore, Profit after tax lower by
Rs.4.43 crore and basic EPS would have been
LOWERBY2S

m Weighted-average exercise prices and weighted-average fair values of %XERCISE PRICE 2S PLUS INTEREST AS
options shall be disclosed separately for options whose exercise price mentioned in pricing formula
either equals or exceeds or is less than the market price of the stock. &AIR6ALUE2S

n A description of the method and significant assumptions used during The fair value of the options granted has been
the year to estimate the fair values of options, including the following calculated using Black – Scholes Options pricing
WEIGHTED AVERAGEINFORMATION formula and the significant assumptions made in
THISREGARDAREASFOLLOWS

i) risk-free interest rate, 

ii) expected life, 4 years

iii) expected volatility, 

iv) expected dividends n

v) the price of the underlying share in market at the time of option grant 2Sn

Note: 1 - Variation of terms of options


1. Amendment to clause 5.7(c) the GCPL ESOP
Clause before the amendment
“In the event of separation from employment for reasons of normal Retirement or Retirement specifically
approved by a Participating Company, (i) all Vested Options should be Exercised by the Option Grantee
immediately after, but in no event later than six months from the date of such Option Grantee’s Retirement,
II ALL5NVESTED/PTIONSWILLLAPSEASONTHEDATEOFSUCH2ETIREMENT UNLESSOTHERWISEDETERMINEDBYTHE
Compensation Committee and which determination will be final and binding”
Clause after the amendment
“In the event of separation from employment for reasons of normal Retirement or Retirement specifically
APPROVED BY A 0ARTICIPATING #OMPANY I ALL 5NVESTED /PTIONS SHALL VEST IN THE EMPLOYEE ON THE DATE
of retirement or at an earlier date as may be decided by the Compensation Committee, subject to the
REQUIREMENTOFMINIMUMVESTINGPERIODSPECIlEDINCLAUSEOFTHE'#0,%3/0II ALL6ESTED/PTIONS
should be Exercised by the Option Grantee immediately on retirement, but in no event later than six months
from the date of such Option Grantee’s Retirement.

59
2. Change in vesting date of options
4HE(2#OMPENSATION#OMMITTEEOFTHE#OMPANYAPPROVEDTHECHANGEINVESTINGDATESINRESPECTOF
options granted to certain employees.

Note: 2 - Employee wise details of options granted

Name of senior managerial persons to whom stock options have been granted Number of options granted

-R$ALIP3EHGAL
 

$R2+3INHA  

Mr A Rangarajan  

Mr B S Sodhi  

Mr Jimmy Anklesaria  

Mr Rajesh Tiwari  

Mr Sumit Mitra  

$R3UNDER.URANI-AHADEVAN  

Mr Raj Shahaney  

Mr Keith Harrison  

Mr P Ganesh  

Mr Naveen Gupta  


-ORETHANOF/PTIONSGRANTEDDURINGlNANCIALYEAR 

60
Annexure B forming part of the
Directors’ Report
INFORMATION PURSUANT TO SECTION 217(1)(e)  0ROVISIONOF%NERGYEFlCIENTMOTORSINPLACEOF
OF THE COMPANIES ACT, 1956, READ WITH THE low efficiency motors.
COMPANIES (DISCLOSURE OF PARTICULARS IN
THE REPORT OF THE BOARD OF DIRECTORS)  /PTIMIZATIONOFBRINECHILLINGPLANTS
RULES, 1988 IN RESPECT OF CONSERVATION
II. Impact of measures on reduction of energy
OF ENERGY, TECHNOLOGY ABSORPTION AND
consumption and consequent impact on the
FOREIGN EXCHANGE EARNINGS & OUTGO.
cost of production of goods:-

Saving in energy costs during the period under


A. Conservation of Energy consideration.
I. (A) Energy Conservation measures undertaken:
B. Technology Absorption
1. Right sizing of following pumps done based on
process requirement Research and Development (R&D)

'#0,2$OPERATESONASTRATEGYTHATMOVESINTANDEM
a) Chilling cooling tower pumps
with the long-term organizational goals. It aims to
B &!$0TEMPEREDCOOLINGTOWERPUMPS cater to the demands of the market place and growing
consumer expectations. The continuous focus of efforts
C 37%0COOLINGTOWERPUMPS AT2$ISONCREATINGDISTINCTIVELYNEWPRODUCTSTHATARE
also consumer centric and backs it with a strong quality
D &!$0&30FEEDPUMPS
assurance process.
E &!$0   STEAM SEPARATOR WATER FEED
I. Specific areas in which R&D carried out by the
pump.
Company -
 4WONUMBERSOF%NERGYEFlCIENTMOTOR%%&  1. Hair Care
PROVIDEDINPLACEOFLOWEFlCIENT%%& MOTORS
 3KIN#ARE
 0ROVIDEDOXYGENANALYZERIN40(MEDIUM
pressure boiler. 3. Customer Centricity

4. Provided arrangements for utilizing the surplus  0ACKAGING$EVELOPMENT


WASTEHEATOF&!$0FORTHEPREHEATINGOF
 &ABRICCARE
FEEDWATEROF,0BOILER
 (YGIENE0RODUCTS
 -ODIlCATIONS DONE IN STEAM NETWORK FOR
improving the boiler loadings. II. Benefits derived as a result of the above R&D
efforts -
 3TARTED COLLECTING WASTE CONDENSATE IN 2AW
Oil storage tank farm and using for process $URING THE lNANCIAL YEAR YOUR #OMPANY DERIVED
purpose. SEVERALBENElTSFROMITS2$OPERATIONS RESULTINGIN
the launch of several products.
(B) Proposed energy conservation measures:
1. Godrej No.1 ‘Moisturising Soap’ and Godrej
 0ROVISIONOF!IR0RE HEATERIN40  No. 1 with Lime and Aloe vera.
 0ROVISIONOF,%$LIGHTSINPLACEOFCONVENTIONAL  'ODREJ 0ROTEKT RANGE CONSISTING OF (AND
lights. Sanitizer, Hand wash and Hand Wipes.
 0ROVISIONOF6&$ININDUCTIONMOTORS 3. Two new shades in Renew Hair colour range –
Wine Red and Plum Crazy.
4. Optimization of high pressure steam generators
in order to reduce fuel consumption. 4. Cinthol Skin Protection Talc.

61
III. Future Plan of Action: Commercialization of new product formats such as
Hand Sanitizer gels and wipes.
1. Focus on new categories.

 %XPLORATION OF NEW TECHNOLOGIES IN EXISTING 2. Benefits derived as a result of the above efforts,
categories. e.g., product improvement, cost reduction,
product development, import substitution, etc.:
3. Explore a variety of fashion hair colours with
added benefits, hair colour highlights and The above efforts helped in cost reduction,
newer formats for hair colouring. customer satisfaction and top line and bottom line
improvements.
IV. Expenditure on R&D

This Year Previour


3. Imported Technology:
Rs. Crore 9EAR
Rs. Crore The Company has not imported any technology
since incorporation.
(a) Capital 0.2 

(b) Recurring 4.7  C. Foreign Exchange earnings and


(c) Total 4.9  outgo:
(d) 4OTAL2$EXPENDITUREASA 0.38%  (Rs. in Crore)
percentage of total sales turn-
over This Year Previous
9EAR
Technology Absorption, Adaptation and Innovation
I. Foreign exchange used 155.2 
1. Efforts, in brief, made towards technology
II. Foreign exchange earned 32.0 
absorption, adaptation and innovation:

62
Annexure C forming part of the
Directors’ Report
“Group” for interse transfer of shares under Clause 3(1)(e)of the Securities
& Exchange Board of India (Substantial Acquistion of Shares and Takeovers)
Regulations,1997.
1 'ODREJ"OYCE-FG#O,TD  Golden Feed Products Ltd.
 Godrej Industries Ltd. 33 Godrej Oil Palm Ltd.
3 Cartini India Ltd. 34 Cauvery Palmoil Ltd.
4 Godrej Investments Pvt. Ltd.  Natures Basket Ltd.
 'ODREJ%FACEC!UTOMATION2OBOTICS,TD  Godrej Tyson Foods Limited
 Godrej Holdings Pvt. Ltd. 37 Aadhaar Retailing Limited
7 Godrej Infotech Ltd.  Godrej IJM Palm Oil Ltd.
 Geometric Ltd.  Godrej Gold Coin Aquafeed Ltd.
 Mercury Manufacturing Co. Ltd.  Polychem Hygiene Laboratories Pvt. Ltd.
 Godrej (Malaysia) Sdn. Bhd. 41 #REAMLINE$AIRY0RODUCTS,TD
11 Godrej (Singapore) Pte. Ltd.  ACI Godrej agrovet Pvt. Ltd.
 *4$RAGON0TE,TD 43 Wadala Commodities Ltd.
13 Godrej Vietnam Company Ltd. 44 Mr. Adi B. Godrej
14 Veromatic International BV  Mrs. Parmeshwar A. Godrej
 Veromatic Services BV  Ms. Nisa A. Godrej
 Water Wonder Benelux BV 47 Mr. Pirojsha A. Godrej
17 %NSEMBLE(OLDINGS&INANCE,TD  -RS4ANYA!$UBASH
 3WADESHI$ETERGENTS,TD  Mr. Jamshyd N. Godrej
 Vora Soaps Ltd.  Mrs. Pheroza J. Godrej
 Godrej International Ltd.  Ms. Raika J. Godrej
 Godrej Properties Ltd.  Mr. Navroze J. Godrej
 Godrej Reality Pvt. Ltd.  Mr. Nadir B. Godrej
 Godrej Waterside Properties Pvt. Ltd.  Mrs Rati N. Godrej
 Godrej Real Estate Pvt. Ltd.  Master Burjis N. Godrej
 'ODREJ$EVELOPERS0VT,TD  Master Sohrab N. Godrej

 Godrej Seaview Properties Pvt. Ltd.  Master Hormuzd N. Godrej


 'ODREJ%STATE$EVELOPERS0VT,TD  Mr. Vijay M. Crishna
 Happy Highrises Ltd.  Mrs. Smita V. Crishna
 Tahir Properties Ltd.  Ms. Freyan V. Crishna
 Godrej Agrovet Ltd.  Ms. Nyrika V. Crishna
31 "AHAR!GRO#HEM&EEDS0VT,TD  Mr. Rishad K. Naoroji

63
Annexure D forming part of the
Directors’ Report
To the Members of
Godrej Consumer Products Limited,
Mumbai.

We have examined the compliance of conditions of Corporate Governance by Godrej Consumer Products Limited
THE#OMPANY FORTHEYEARENDEDON-ARCH  ASSTIPULATEDIN#LAUSEOFTHE,ISTING!GREEMENTSOFTHESAID
Company with the Stock Exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination
was limited to procedures and implementation thereof, adopted by the Company for ensuring compliance with the
conditions of Corporate Governance. It is neither an audit, nor an expression of opinion on the financial statements of
the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations
MADEBYTHE$IRECTORSANDTHE-ANAGEMENT WECERTIFYTHATTHE#OMPANYHASCOMPLIEDWITHTHECONDITIONSOF#ORPORATE
Governance as stipulated in the above-mentioned Listing Agreement.

As per the records of the Company, there were no investor grievances remaining unattended for a period exceeding
one month against the Company.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency
or effectiveness with which the Management has conducted the affairs of the Company.

For and on behalf of


Kalyaniwalla & Mistry
Chartered Accountants

Daraius Z. Fraser
Partner
-.O

-UMBAI !PRIL 

64