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Directors Report of Godrej Consumer Products Ltd.

Mar 31, 2017

Dear Members,

The Directors, with pleasure, present the Annual Report for the year ended March 31, 2017.

1. Review of Operations

Your Company has delivered another year of competitive and profitable growth. Our focused approach and strong execution has enabled us to deliver an ahead-of-market performance over the past few years. During the fiscal year 2016-17, we consistently outperformed across quarters, with a reported sales growth of 10 per cent (on a consolidated basis for the fiscal year) and an EBITDA growth of 17 per cent.

In India, while demonetisation resulted in some near-term disruptions, we continued to deliver a superior performance, with a sales growth of 4 per cent, and gaining share across most key brands. We also sustained momentum on new product development, with 5 key launches: aer pocket, BBLUNT Salon Secret, Cinthol Deostick, Good knight personal repellents, and HIT Gel Stick. aer pocket has been a huge success, and our Good knight personal repellents range is receiving an encouraging response from trade and consumers, particularly with innovative media campaigns. Cinthol Deostick, both for men and women, has been well received by consumers. We continue to support this launch with innovative consumer engagement initiatives and impactful communication.

We were ranked the number 1 FMCG Company to work for in the ‘Great Place to Work - Best Workplaces in India 2016’ list, for the thirteenth year in a row,

We also ranked number 12 on the ‘Great Place to Work - Best Workplaces in Asia 2017’ list and among the best employers in India, in the ‘Aon Hewitt Best Employers in India - 2017’ survey.

Pursuant to the notification issued by the Ministry of Corporate Affairs dated February 16, 2015, your Company has adopted Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules with effect from April 1, 2016. Financial Statements for the year ended and as at March 31, 2016 have been restated to conform to Ind AS.

The financial performance of your Company for the fiscal year under review is summarised as follows:

Financials

Rs. (Crore)

Abridged Profit and Loss Statement

Consolidated

Standalone

March 31, 2017

March 31, 2016

March 31, 2017

March 31, 2016

Total Revenue from Operations

9608.80

8753.06

5088.99

4883.40

Other Income

75.30

83.90

63.60

61.37

Total Income

9684.10

8836.96

5152.59

4944.77

Total Expenses including Depreciation and Finance Costs

7997.87

7336.88

4045.11

3996.55

Profit/ (Loss) before Exceptional items, Share of Profit of

1686.23

1500.08

1107.48

948.22

Equity Accounted lnvestees and Tax

Exceptional Items

0.08

-333.51

0.00

0.00

Share of Profit of Equity Accounted lnvestees (net of

0.82

0.10

0.00

0.00

income tax)

Profit/ (Loss) before Tax

1687.13

1166.67

1107.48

948.22

Tax Expense

379.16

336.05

259.45

225.55

Profit/ (Loss) after Tax

1307.97

830.62

848.03

722.67

Other Comprehensive Income

-83.41

-70.93

-5.94

-1.61

Total Comprehensive Income for the period

1224.56

759.69

842.09

721.06

Net Profit/ (Loss) attributable to:

a) Owners of the company

1304.08

827.61

848.03

722.67

b) Non-Controlling interests

3.89

3.01

0

0

Total Comprehensive Income Attributable to:

a) Owners of the company

1220.67

756.68

842.09

721.06

b) Non-Controlling interests

3.89

3.01

0

0

2. Appropriation

Your Directors recommend appropriation as detailed as follows:

Appropriation

FY 2016-17

FY 2015-16

Rs. (Crore)

Rs. (Crore)

Surplus at the beginning of the year

2139.63

1619.57

Less: Remeasurements of defined benefit plans

5.19

1.61

Add: Net Profit for the year

848.03

722.67

Add: Transfer from Debenture Redemption Reserve

-

24.39

Available for Appropriation

2982.47

2365.02

Less: Interim Dividends

195.78

187.27

Less: Tax on Distributed Profits

39.87

38.12

Surplus Carried Forward

2746.82

2139.63

3. Changes in the holding structure of the Company

During the fiscal year 2016-17, your Company’s holding company Godrej & Boyce Manufacturing Company Limited, transferred 27.451 per cent of its equity stake to another promoter group company, Godrej Seeds & Genetics Limited, as an inter-se transfer among qualifying persons. Consequently, your Company does not have any holding company as on March 31, 2017. However, the overall promoter shareholding has not changed, and it continues to stand at 63.27 per cent as at the year end, subsequent to this transaction.

4. Issue of bonus shares

The Board at its meeting held on May 9, 2017, approved the issue of bonus shares in the ratio of 1:1, i.e. one bonus equity share of Rs.1/each for every one fully paid-up equity share held. Furthermore, the Board approved the increase in authorised share capital, necessary to accommodate the issue of bonus shares and consequent Alteration of the Memorandum of Association and Article of Association of the Company. These approvals are subject to the shareholders’ approval and hence, have been set out as agenda items in the Notice of the Annual General Meeting (AGM), along with relevant explanatory statements.

5. Dividend

A. Dividend declared

For the fiscal year 2016-17, the following four interim dividends were declared on shares of a face value of Rs.1/- each. The details of the dividends are as follows:

Dividend Type

Declared at Board Meeting Dated

Dividend rate per share on shares of face value Rs.1 each

Record Date

1st Interim for fiscal year 2016-17

July 29, 2016

Rs.1.00

August 8, 2016

2nd Interim for fiscal year 2016-17

November 7, 2016

Rs.1.00

November 16, 2016

3rd Interim for fiscal year 2016-17

January 30, 2017

Rs.1.00

February 7, 2017

4th Interim for fiscal year 2016-17

May 9, 2017

Rs.12.00

May 17, 2017

TOTAL

Rs.15.00

Your directors recommend that the aforesaid interim dividends aggregating to Rs.15.00/- per equity share, be declared as the final dividend for the year ended March 31, 2017.

Since your Company has adopted IND AS, accounting of dividends will be done based on the payment of dividend and hence, the 4th Interim Dividend of the fiscal year 2015-16 has been accounted for in the fiscal year 2016-17. Similarly, the 4th Interim Dividend of the fiscal year 2016-17, will be accounted in the fiscal year 2017-18.

B. Dividend Distribution Policy

The Board of Directors adopted the Dividend Distribution Policy pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations) which requires the top 500 listed companies (by market capitalisation) to formulate the same.

The Company’s Dividend Distribution Policy may also be accessed through the following link[1]

6. Board of Directors

A. Number of meetings, declarations, appointment of directors:

Four board meetings were held during the year. The details of the meetings and the attendance record of the directors are in the Corporate Governance section of the Annual Report.

All the Independent Directors have given their declaration of independence as required under Section 149(6) of the Companies Act, 2013. This has been noted by the Board of Directors.

Mr. Pirojsha Godrej and Ms. Ndidi Nwuneli were appointed as Additional Non-Executive Director and Additional & Independent Director, respectively, at the Board Meeting held on January 30, 2017, with effect from April 1, 2017. As per the provisions of Section 160 of the Companies Act, 2013, your Company has received a notice from a member specifying their intention to propose the appointment of Mr. Pirojsha Godrej and Ms. Ndidi Nwuneli as Directors in the forthcoming AGM. Furthermore, a specific resolution is included in the Notice of the AGM for the appointment of Ms. Ndidi Nwuneli as an Independent Director for a period of 5 years with effect from April 1, 2017.

Furthermore, the Board its meeting held on May 9, 2017, approved the changes in the leadership positions of the Company. Ms. Nisaba Godrej, who was an Executive Director, will now be the Executive Chairperson, and Mr. Adi Godrej will assume the position of Chairman Emeritus with effect from May 10, 2017. In addition, Mr. Vivek Gambhir Managing Director & CEO, will now be designated as the Managing Director and CEO.

B. Familiarisation programmes:

Several familiarisation programmes for the Independent Directors were conducted during the year including updates on its long term business strategies, Latin America operations, risk management, digital transformation strategies, R&D priorities, changes in tax regulations, impact of and strategy to counter demonetisation, brand strategies for select product categories, etc. Apart from this there were quarterly business presentations by Mr. Vivek Gambhir, Managing Director & CEO and Mr. V Srinivasan, Chief Financial Officer & Company Secretary.

Further details of the familiarisation programmes may also be accessed through the following link[2]

C. Audit Committee of the Board of Directors:

Your Company has an Audit Committee in compliance with Section 177 of the Companies Act, 2013 and Listing Regulations. The Committee consists entirely of the Independent Directors: Mr. Bharat Doshi as Chairman of the Committee and Mr. Narendra Ambwani, Dr. Omkar Goswami, Mr. Aman Mehta, Mr. D Shivakumar, and Ms. Ireena Vittal as members.

Ms. Ndidi Nwuneli was also appointed as a member of the Audit Committee with effect from April 1, 2017, consequent to her appointment on the Board as the Additional & Independent Director.

D. Directors liable to retire by rotation:

In the forthcoming AGM, Mr. Jamshyd Godrej and Mr. Nadir Godrej will retire by rotation and will be considered for re-appointment because of their eligibility.

E. Board Diversity Policy:

The Company has in place a Board Diversity Policy, which is attached as Annexure ‘A’. The criteria for determining qualification, positive attributes, and independence of directors are as per the Board Diversity Policy Listing Regulations, and the Companies Act, 2013.

F. Remuneration Policy:

The Company’s Remuneration Policy for Directors, Key Managerial Personnel, and other employees is attached as Annexure ‘B’. The Company’s total rewards framework aims at holistically using elements such as fixed and variable compensation, long-term incentives, benefits and perquisites, and non compensation elements (career development, work-life balance, and recognition).

The Non-Executive Directors receive sitting fees and commission in accordance with the provisions of the Companies Act, 2013.

G. Remuneration to Directors:

The disclosure on the details of remuneration to directors and other employees pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given under Annexure ‘C’.

The information required under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not being sent along with this Report. However, this annexure is available on the Company website. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection at the Registered Office of the Company during working hours, up to the date of the AGM.

Mr. Adi Godrej, Chairman; Ms. Nisaba Godrej, Executive Director; and Mr. Vivek Gambhir, Managing Director & CEO receive remuneration from your Company. Godrej & Boyce Manufacturing Company Limited was the holding company of your Company till March 30, 2017. Mr. Adi Godrej receives commission from Godrej & Boyce Manufacturing Company Limited.

H. Performance evaluation of the Board of Directors, its individual members, and its Committees

A formal Board Effectiveness Review was conducted as part of our efforts to evaluate the performance of the Board and identify areas that need improvement, and thus, 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 Listing Regulations.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC) worked directly with the Chairman and the Nomination & Remuneration Committee of the Board, to design and execute this process, which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how its effectiveness could be improved.

The survey comprised four sections and compiled feedback and suggestions on the following criteria:

- Board Processes (including Board composition, strategic orientation, and team dynamics)

- Individual Committees

- Individual Board Members

- Chairman

The criteria for Board processes included Board composition, strategic orientation, and team dynamics. The criteria for evaluation of the Board Committees covered whether the Committee has well defined objectives, whether it has the correct composition, and whether it achieves its objectives. The criteria for evaluation of all the individual Directors included skills, experience, and level of preparedness of the Directors, attendance and extent of contribution to Board debates and discussion, and how the Director leverages his/her expertise and networks to meaningfully contribute to the Company. The criteria for the Chairman’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

The overall Board Feedback Report was facilitated by Mr. Bharat Doshi with the Independent Directors.

The Directors were vocal about the Board functioning effectively, but they also identified areas that show scope for improvement. The Board Committees and Board Members’ feedback was shared with the Chairman. Following his evaluation, a Chairman’s Feedback Report was also compiled.

I. Directors’ Responsibility Statement

Pursuant to the provisions contained in Section 134(5) of the Companies Act, 2013, your Directors, based on the representation received from the Operating Management, and after due inquiry, confirm the following:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and operating effectively;

f) They have devised a proper system to ensure compliance with the provisions of all applicable laws, and this system is adequate and operating effectively,

7. Finance

A. Particulars of loans, guarantees, and investments

The details of loans, guarantees, and investments as required by the provisions of Section 186 of the Companies Act, 2013 and the rules made thereunder are set out in the Notes to the Standalone Financial Statements of the Company.

B. Related Party Transactions and Policy

In compliance with the Listing Regulations, the Company has a policy for transactions with Related Parties (RPT Policy). The RPT Policy is available on the Company website viz. www.godrejcp.com, under the Investors tab, on the ‘Codes and Policies’ page.

The RPT Policy may also be accessed through the following link[3]

Apart from the Related Party Transactions in the ordinary course of business and at arm’s length transactions, the details of which are given in the notes to the financial statements, no other Related Party Transactions require disclosure in the Directors’ Report, for compliance with Section 134(3)(h) of the Companies Act, 2013. Therefore, a Nil Report is attached as Annexure ‘D’ in the format prescribed (i.e. Form AOC-2).

8. Subsidiaries and Associates

A. Report of acquisitions completed during the year

During the year, the following acquisitions were completed by your Company:

Canon Chemicals Limited, a Kenya-based home and personal care company, manufactures and distributes products in the personal and home care categories.

This acquisition helps your Company in further strengthening its presence in the sub-Saharan African market. This acquisition is in line with your Company’s global 3 by 3 strategy of targeting strong regional assets in the emerging world.

Strength of Nature (SON), a leading hair care company, to accelerate growth in Africa. SON is a US-based company with a strong global presence. It has a compelling portfolio of leading hair care brands with affordable and innovative products and has been serving women of African descent across 50 countries. The acquisition enables your Company to turbo-charge, creating a strong platform for Wet Hair Care products in Africa and to forge a stronger presence in the global Wet Hair Care category USD 1.8 billion. SON complements your Company’s portfolio in Africa, building on its leadership position in Dry Hair Care and hair colour products in the region. This investment catapults your Company, making it one of the largest global players, serving the hair care needs of women of African descent. It will, over time, provide a platform to further build and drive global leadership.

During the year, your Company, through its subsidiary, increased its stake in Hair Credentials Zambia, a company formed to start the hair extension business in Zambia, from 51 per cent to 100 per cent. Furthermore, your Company, through its subsidiary, increased its equity stake from 51 per cent to 100 per cent in Charm Industries Limited, Kenya, and increased its stake to 100% in Weave Senegal Limited, a newly formed company to start the hair and skin care business in Senegal.

B. Names of companies which have become or ceased to be subsidiaries, joint ventures, or associates during the year:

During the year, the following companies became subsidiaries of your Company:

- Strength of Nature LLC (USA)

- Canon Chemicals Ltd.

- Weave Senegal Ltd.

- Strength of Nature South Africa Proprietary Limited

- Old Pro International Inc (USA)

- DGH Uganda

- Style Industries Uganda Limited

- Godrej Consumer Products International FZCO, (Dubai, UAE)

- Godrej International Trading Company (Sharjah, UAE)

DGH Angola ceased to be a subsidiary of your Company during the year,

C. Report on the performance of the subsidiaries and associates:

Business details of the key subsidiaries are given in the Management Discussion & Analysis section of the Annual Report.

While the Review of Operations section mentions details about the performance of your Company’s India Business, we provide brief details on the performance of other clusters below:

Indonesia

Our Indonesia business delivered a mixed sales growth. While the Household Insecticides portfolio declined due to a poor season, the rest of the portfolio grew strongly. The overall portfolio sales were the same as the previous year in constant currency terms.

During the last quarter of the year, we cross-pollinated the aer pocket bathroom air freshener to Indonesia, and launched Stella pocket. In July 2016, we cross-pollinated hair colours in Indonesia with the launch of NYU creme hair colour in a sachet format.

Africa

Last year, we saw muted economic growth in certain key countries, such as South Africa and Nigeria. We bucked the trend and grew the business strongly with a constant currency sales growth of 22 per cent. We also acquired the Strength of Nature business this year and are focusing on leveraging this acquisition to turbocharge our wet hair care portfolio growth in Africa.

Latin America and UK

Despite a challenging macroeconomic environment, our Latin America business grew by 19 per cent in constant currency terms.

We continued to focus on innovation and effective communication campaigns to drive growth. Our UK business remained flat on a constant currency basis in a challenging operating environment.

A report on the performance and financial position of each of the subsidiary, associate, and joint venture companies has been provided after the Consolidated Financial Statement section of the Annual Report in Form AOC-1.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, your Company has placed the financial statements of its subsidiaries on the Company website www. godrejcp.com.

D. Policy on Material Subsidiaries:

In compliance with the Listing Regulations, the Board has adopted a policy for determining material subsidiaries. This policy is available on the Company website www.godrejcp.com. under the Investors tab, on the ‘Codes and Policies’ page.

The policy may also be accessed through the following link[4]

9. The Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013

In compliance with Section 4(3) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, your Company reconstituted its ‘Internal Complaints Committee’ (Committee), during the year, During the year, e-learning workshops were conducted to create awareness about sexual harassment among employees.

Because there were no complaints during the year, the Committee filed a NIL complaints report with the concerned authorities, in compliance with Section 22 of the above-mentioned Act.

10. Policies and Annexures

A. Extract of Annual Return

Annexure ‘E’ to this Report provides the Extract of Annual Return to be filed by the company under the Companies Act, 2013.

B. Disclosure on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and Outgo

Annexure ‘F’ to this Report provides information on the conservation of energy technology absorption, and foreign exchange earnings and outgo, required under Section 134 (3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, which forms a part of the Directors’ Report.

C. Risk Management

Elements of risks to the Company are listed in the Management Discussion & Analysis section of the Annual Report under the heading Enterprise Business Risk Management’.

D. Corporate Social Responsibility

Your Company has a well-documented Corporate Social Responsibility (CSR) Policy, Details of CSR projects are provided in Annexure ‘G’ in the prescribed format.

E. Vigil Mechanism

Your Company has adopted a Whistle Blower Policy as a part of its Vigil Mechanism.

The purpose of the policy is to enable employees to raise concerns about unacceptable improper practices and/ or any unethical practices in the organisation without the knowledge of the management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud or violation of any law, rule, or regulation.

This Policy is also be applicable to the Directors of the Company,

Mr. V Swaminathan, Head-Corporate Audit & Assurance has been appointed as the “Whistle Blowing Officer'' and his contact details have been mentioned in the Policy, Furthermore, employees are also free to communicate their complaints directly to the Chairman/Member of the Audit Committee, as stated in the Policy. The Policy is available on the internal employee portal.

On a quarterly basis, the Audit Committee reviews reports made under this policy and implements corrective actions, wherever necessary,

F. Employee Stock Grant Scheme

The details of the grants allotted under Godrej Consumer Products Limited Employee Stock Grant Scheme, 2011 as also the disclosures in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, and Section 62 1(b) read with Rule 12(9) of the Companies (Share Capital & Debentures) Rules, 2014 are set out in Annexure ‘H’.

Your Company has not given loan to any person under any scheme for or in connection with the subscription or purchase of shares in the Company or the holding Company. Hence, there are no disclosures on voting rights not directly exercised by the employees with respect to the shares to which the scheme relates.

11. Unclaimed shares

In compliance with the Listing Regulations, your Company has transferred the unclaimed shares into a demat account, namely the ‘Unclaimed-Suspense Account’. As and when an allottee approaches the Company, after proper verification, the shares are rematerialised and physical certificates are delivered to the allottee.

Particulars

No. of Shareholders

No. of Shares

Aggregate number of shareholders and the outstanding shares lying in the

5,658

858,185

Unclaimed-Suspense Account at the beginning of the year

Number of shareholders and aggregate shares transferred to Unclaimed-

-

-

Suspense Account during the year

Number of shareholders who approached the issuer for transfer of shares

109

23,240

from the Unclaimed-Suspense Account during the year and aggregate shares

transferred

Number of shareholders to whom shares were transferred from the Unclaimed-

109

23,240

Suspense Account during the year and the aggregate shares transferred

Aggregate number of shareholders and the outstanding shares lying in the

5,549

834,945

Unclaimed-Suspense Account at the end of the year

12. Listing

The shares of your Company are listed at the BSE Limited and the National Stock Exchange of India Limited.

The applicable annual listing fees have been paid to the Stock Exchanges before the due dates.

Your Company is also listed on the Futures & Options Segment of the National Stock Exchange of India.

13. Auditors and Auditors’ Report

A. Statutory Auditors

In accordance with Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Regn. No. 104607W), Mumbai, were appointed as Statutory Auditors to hold office from the conclusion of the 14th AGM till the conclusion of the 17th AGM (i.e. the forthcoming AGM of the Company). M/s Kalyaniwalla & Mistry LLP Chartered Accountants have been the Statutory Auditors of the Company since incorporation in the year 2000.

Hence, pursuant to the provisions of the Companies Act, 2013, the Company is required to appoint new Statutory Auditors.

The Audit Committee at its Meeting held on November 7, 2016, unanimously approved to recommend to the Board, the appointment of B S R & Co, LLP, Chartered Accountants (Firm Regn. No. 101248W/W-100022) as the new statutory auditors to hold office from the conclusion of the 17th AGM on July 31, 2017 (i.e. the forthcoming AGM), until the conclusion of the 22nd AGM in the year 2022, at a remuneration as may be approved by the Board. B S R & Co. LLP has access to the international knowledge and methodology of KPMG International. The Board, at its meeting held on May 9, 2017, approved the recommendation of the Audit Committee.

Accordingly, this item has been included in the Notice of the AGM for the approval of the shareholders.

The Board places on record, its appreciation of the contribution of M/s Kalyaniwalla & Mistry LLP Chartered Accountants, during their tenure as the Statutory Auditors of the Company.

The notes to the Accounts referred to in the Auditors’ Report are self-explanatory and therefore, do not warrant any further explanation.

B. Cost Auditors

Pursuant to directions from the Department of Company Affairs, M/s. P. M. Nanabhoy & Co., Cost Accountants, were appointed as cost auditors for the applicable products of the Company for the fiscal year 2016-17. They are required to submit the report to the Central Government within 180 days from the end of the accounting year.

C. Secretarial Auditors

The Board had appointed A. N. Ramani & Co., Company Secretaries, Practising Company Secretary, to conduct a secretarial audit for the fiscal year 2016-17. The Secretarial Audit Report for the fiscal year ended March 31, 2017, is attached herewith as Annexure ‘I’. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

14. Corporate Governance

Your Company continues to enjoy a Corporate Governance Rating of CGR2 (pronounced CGR 2 plus) and a Stakeholder Value Creation and Governance Rating of SVG1 (pronounced SVG one). The '' ’ sign indicates a relatively high standing within the category indicated by the rating. The aforementioned ratings are on a scale of 1 to 6, where 1 is the highest rating. The two ratings indicate whether a company is being run on the principles of Corporate Governance and whether the practices followed by the Company lead to value creation for all its shareholders.

The CGR2 rating is on a scale of CGR1 to CGR6, where CGR1 denotes the highest rating. The CGR2 rating implies that in ICRA’s current opinion, the rated company has adopted and follows such practices, conventions, and codes as would provide its financial stakeholders a high level of assurance of the quality of corporate governance.

The SVG1 rating is on a scale of SVG1 to SVG6, where SVG1 denotes the highest rating. The SVG1 rating implies that in ICRA’s current opinion, the company belongs to the highest category of the composite parameters of stakeholder value creation and management as well as corporate governance practices.

Pursuant to the Listing Regulations, the Management Discussion & Analysis Report and the Report on Corporate Governance are included in the Annual Report. The Auditors’ Certificate certifying the Company’s compliance with the requirements of Corporate Governance, in terms of the Listing Regulations, is attached as Annexure ‘J’.

15. Acknowledgement

Your Directors wish to extend their sincere thanks to the Central and State Governments as well as the Government agencies, banks, customers, shareholders, vendors, and other related organisations that have helped in your Company’s progress, as partners, through their continued support and co-operation.

For and on behalf of the Board of Directors

sd/-

Adi Godrej Chairman

Mumbai, May 9, 2017


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Report along with the Audited Accounts for the year ended on March 31,2015.

1. REVIEW OF OPERATIONS

Your Company has continued to grow ahead of the overall FMCG sector, as well as home and personal care categories that it participates in, despite a challenging macro environment.

Godrej Consumer Products Limited's ("GCPL") expanding footprint is driven by a focused 3x3 strategy - a presence in three business categories (personal care, hair care and home care) in three geographies (Asia, Africa and Latin America) - to become an emerging markets FMCG leader. Despite challenges across geographies, its businesses have performed well, with the company's salience of international revenues at 47%.

GCPL's focus has been to accelerate innovation and back new products with strong marketing investments. In the past year, GCPL made several new launches in its domestic and international businesses, expected to further enhance the company's competitiveness, improve the equity of its brands and drive increased penetration and consumption. Over 40% of GCPL's growth now comes from new products and renovations. It was also the highest ranked Indian company (at number 24) on Forbes' list of the 'World's 100 Most Innovative Growth Companies 2015', for the second year in a row.

Today, your Company is one of the largest household and personal care companies in India; the leader in hair colour, household insecticides and liquid detergents, the number two player in toilet soaps and a fast-growing new entrant in air care. Significant marketing investments have driven higher consumption and penetration across the board. GCPL's superior global supply chain and future-ready sales organisation leverage the latest technology for sharper execution and better decision making, thus strengthening market positions.

Your Company was ranked the number 1 FMCG Company to work for in the 'Great Place to Work - Best Workplaces in India 2014' list; its eleventh consecutive year on the list.It was also ranked number 14 on the 'Great Place to Work - Best Workplaces in Asia 2014' list and ranked among the 'Aon Hewitt Best Employers in India - 2015' survey.

Your Company's financial performance for the year under review is summarised below:

Figures in Rs. (Crore) financia is consolidated standalone abridged profit and loss fy fy fy fy statement 2014-15 2013-14 2014-15 2013-14

Net Sales 8242.20 7582.57 4369.25 4024.74

Other Operating Income 34.16 19.84 60.55 55.10

Total Income from Operations 8276.36 7602.41 4429.80 4079.84

Total Expenses other than 6907.80 6418.88 3590.13 3326.87 Depreciation &Finance Cost

Profit from Operations 1368.56 1183.53 839.67 752.97 Finance Cost, Exceptional Items & Depreciation

Depreciation 90.78 81.85 41.67 35.52

Profit from Operations before Other Income, Finance Cost & Exceptional 1277.78 1101.68 798.00 717.45 Items

Foreign Exchange Gain/Loss) (3.25) (26.78) 2.27 (5.94)

Other Income 91.51 62.71 55.24 40.00

Profit before Finance Costs 1366.04 1137.61 855.51 751.51 & Exceptional Items

Finance Cost 100.15 107.37 36.92 38.52

Profit after Finance 1265.89 1030.24 818.59 712.99 Costs but before Exceptional Items

Exceptional Items (17.17) (0.57) 8.60 0.00

Profit Before Tax 1248.72 1029.67 827.19 712.99

Tax Expense 272.29 210.37 172.74 148.15

Net Profit after Tax before 976.43 819.30 654.45 564.84 Minority Interest

Share of Profit in Associate 0.04 (0.05) - - Company

Minority Interest (69.35) (59.52) - -

Net Profit for the period 907.12 759.73 654.45 564.84

2. APPROPRIATION

Your Directors recommend appropriation as under:

GCPL standalone FY2014-15 FY2013-14 rs(crore) RS(crore) Surplus as at the end of previous year 1270.33 1010.09

Add: Net Profit for the year 654.45 564.84

Available for appropriation 1924.78 1574.93

Add: Transfer to Debenture Redemption 20.39 (23.53) Reserve

Less: Interim Dividend 187.24 178.70

Less: Tax on distributed profits 36.73 30.37

Less: Transfer to General Reserve - 56.50

Less: Adjustment on amalgamation of - 15.50 Godrej Hygiene Products Limited

Less: Depreciation Adjustment pursuant to 0.83 - implementation of Schedule II of the Companies Act, 2013

Total Appropriation 204.41 304.60

Surplus Carried Forward 1720.37 1270.33

3. DIVIDEND

For the year 2014-15, four interim dividends were paid on shares of face value Rs. 1/- each, the details of which are mentioned below:

DIvidend Type Declared at dividend rate Record Board meeting per share on date dated shares

1st Interim for FY 2014-15 July 28, 2014 Rs. 1.00 August 4, 2014

2nd Interim for FY 2014-15 November 1,2014 Rs. 1.00 November 12, 2014

3rd Interim for FY 2014-15 February 5, 2015 Rs. 1.00 February 13, 2015

4th Interim for FY 2014-15 April 28, 2015 Rs. 2.50 May 6, 2015

TOTAL Rs. 5.50

Your Directors recommend that the aforesaid interim dividends aggregating to Rs. 5.50/- per equity share be declared as final dividend for the year ended on March 31,2015.

4. BOARD OF DIRECTORS

Six Board meetings were held during the year. Details of the meetings and the attendance record of the directors are in the Corporate Governance section of the Annual Report.

At the last Annual General Meeting ("AGM") held on July 28, 2014, Mr. Narendra Ambwani who was earlier appointed as an Independent Director under the provisions of the Listing Agreement retired by rotation and was appointed as an Independent Director for a period of five years till July 27, 2019, in compliance with Clause 49 of the Listing Agreement and the Companies Act, 2013.

The shareholders through a resolution passed by Postal Ballot on September 23, 2014 appointed Prof. Bala Balachandran, Mr. Bharat Doshi, Dr. Omkar Goswami,Mr. Aman Mehta, Mr. D Shivakumar and Ms. Ireena Vittal as Independent Directors for a period of five years from September 26, 2014 till September 25, 2019 in compliance with Clause 49 of the Listing Agreement and the Companies Act, 2013.

Prof. Bala Balachandran and Mr. A Mahendran resigned from the Board with effect from close of business hours on March 31,2015. The Board of Directors placed on record its appreciation of their individual contributions during their tenure.

All the Independent Directors have given their declaration of independence as required under Section 149(6) of the Companies Act, 2013 and this has been recorded by the Board of Directors.

A familiarisation programme for the Independent Directors was conducted to familiarise them with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc.

The same may also be accessed through the following link: http://www.godrejcp.com/Resources/pdf/Familiarisation- Programme-for-Independent-Directors.pdf

In the forthcoming Annual General Meeting, Mr. Nadir Godrej will retire by rotation and being eligible is considered for re-appointment.

Your Company has an Audit Committee in compliance with the Listing Agreement and the provisions of the Companies Act, 2013. The Committee consists entirely of the Independent Directors. The composition of the Committee is given in the Corporate Governance section of the Annual Report.

5. CHANGES IN KEY MANAGERIAL PERSONNEL

Mr. P Ganesh, Executive Vice President (Finance & Commercial) & Company Secretary resigned with effect from close of business hours on March 31,2015. As a part of talent rotation within the Group, Mr. P Ganesh has moved to another Group Company from April 1,2015. Mr. V Srinivasan has been appointed as the Chief Financial Officer and Company Secretary of the Company with effect from April 1,2015.

6. REMUNERATION POLICY

The Company's Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed as Annexure 'A' to the Directors' Report. The Company's total rewards framework aims at holistically utilising elements such as fixed and variable compensation, long-term incentives, benefits and perquisites and non-compensation elements (career development, work-life balance and recognition).

The non-executive directors receive sitting fees and commission in accordance with the provisions of the Companies Act, 2013.

The Company also has a Board Diversity Policy in place and is annexed as Annexure 'B'. The criteria for determining qualification, positive attributes and independence of directors is as per the Board Diversity Policy, Listing Agreement and Companies Act, 2013.

7. REMUNERATION TO DIRECTORS

The disclosure on the details of remuneration to directors and other employees pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 'C'. Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours before 21 days of the Annual General Meeting and shall be made available to any shareholder on request. Such details are also available on your Company's website in the Annual Report section of the Investor's page.

Mr. Adi Godrej, Chairman; Ms. Nisaba Godrej, Executive Director, Innovation and Mr. Vivek Gambhir, Managing Director receive remuneration from your Company. Mr. Adi Godrej receives commission from your Company's holding company viz. Godrej & Boyce Manufacturing Company Limited.

8. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS, ITS INDIVIDUAL MEMBERS AND ITS COMMITTEES

We recently conducted a formal Board Effectiveness Review as part of our efforts to evaluate, identify improvements and thus enhance the effectiveness of the Board, its Committees, and Individual Directors. This was in line with the requirements mentioned in the Companies Act, 2013 and the listing agreement.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC) worked directly with the Chairman and the Nomination and Remuneration Committee of the Board, to design and execute this process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it could improve its effectiveness.

The survey comprised four sections and compiled feedback and suggestions on:

* Board Processes (including Board composition, strategic orientation and team dynamics)

* Individual Committees

* Individual Board Members

* Chairman

The following reports were created, as part of the evaluation:

* Board Feedback Report

* Individual Board Member Feedback Report

* Chairman's Feedback Report

The overall Board Feedback Report was facilitated by Mr. Bharat Doshi with the Independent Directors. The Directors were vocal about the Board functioning effectively, but also identified areas that show scope for improvement. The Individual Committees and Board Members' feedback was shared with the Chairman. Following his evaluation, a Chairman's Feedback Report was also compiled.

9. FINANCE

A. Non-Convertible Debentures

The Unsecured Redeemable Zero Coupon Non-Convertible Debentures issued in October 2012 on private placement basis, aggregating to Rs. 250 crore for a tenor of two years, having a credit rating of [ICRA] AA (Stable), have been redeemed during the year as per the terms of the issue.

Your Company issued 2,500 Unsecured Redeemable Zero Coupon Non-Convertible Debentures on October 16, 2014 on private placement basis, aggregating to Rs. 250 crore for a tenor of 1 year and 63 days (428 days). The said Debentures have been given a credit rating of "ICRA AA (Stable)" by ICRA.

B. Particulars of Loans, Guarantees and Investment

Following are the particulars of Loans, Guarantees and Investments made by the Company during the year:-

sr company name Amount Amount no USD(MIO) Rs(crore)

INVESTMENTS:

1 Godrej Consumer Products 7.85 47.68

Mauritius Limited

2 Godrej Global Middle East (1. 25) (5.74)

FZE *

3 Godrej Consumer Products 1.50 8.98

Holding (Mauritius) Limited

4 Godrej Household Products 1.50 8.95 (Bangladesh) Pvt. Limited

5 Godrej Consumer Products (0.50) (2.28) Mauritius Limited **

6 Godrej Mauritius Africa 1.00 6.22 Holdings Limited

7 Godrej East Africa Holdings 3.60 22.12

Limited

Total 13.70 85.94

Note: * Investments transferred to another wholly owned subsidiary.

** Investment in preference capital.

All investments except the investment mentioned in Sr. No 5 above are in equity capital.

No Loans or Corporate Guarantees were given during the year.

10. RELATED PARTY TRANSACTIONS

In compliance with Clause 49 of the Listing Agreement, the Board has adopted a policy for transactions with Related Parties ("RPT Policy"). The RPT policy is available on the Company website, viz. www.godreicp.com. on the Investors page, under the section titled "Compliance".

This may also be accessed through the following link:

http://www.godrejcp.com/Resources/pdf/Related-Party-

Transactions-Policy.pdf

Apart from the Related Party Transactions in the ordinary course of business and at arm's length basis, details of which are given in the notes to the financial statements, there were no other Related Party Transactions requiring disclosure in the Directors' Report, for compliance with Section 134(3)(h) of the Companies Act, 2013. Therefore, a Nil Report is annexed as Annexure 'D' in the format prescribed i.e. Form AOC-2.

11. ACQUISITIONS & MERGERS

Your Company entered into the following agreements during the year for various acquisitions:

* With the Darling Group on October 1,2014to acquire 100% stake in its hair extensions business in Ghana through its wholly-owned subsidiary, Weave Business Holdings Mauritius Private Limited.

* With Frika Pty Limited, South Africa on January 6, 2015, for the acquisition of 100% equity stake in its hair extensions business in South Africa.

* With the Darling Group on February 24, 2015, for increasing the Company's shareholding in Darling Group's South Africa and Mozambique businesses to 90% in line with the intent of gradually scaling up its ownership of the Darling business.

Certain Subsidiaries of your Company have merged with another subsidiary, the details of which are given in the para on Subsidiaries and Associates below.

12. SUBSIDIARIES & ASSOCIATES

During the year, the following companies became subsidiaries of your Company:

DGH Phase 3 Mauritius

Weave Ghana Limited

Godrej Easy IP Holding Limited

Darling Trading Company Limited

Godrej Africa Holdings Limited

Godrej Indonesia IP Holdings Limited

Godrej Megasari Holdings Limited

Frika Weave Pty Limited

Pursuant to a scheme of amalgamation sanctioned by the Supreme Court of Mauritius, Godrej Kinky Holdings Limited, a wholly owned subsidiary of your Company has merged with Godrej Consumer Investment Holding Limited, another wholly owned subsidiary. The merger is effective from April 1,2014.

Pursuant to another scheme of amalgamation sanctioned by the Supreme Court of Mauritius, the wholly owned subsidiaries named below merged into Godrej Mauritius Africa Holdings Ltd, another wholly owned subsidiary.

Godrej Consumer Investment Holding Limited

Godrej Weave Holdings Limited

DGH Mauritius Private Limited

Weave Business Holding Mauritius Private Limited

DGH Phase 3 Mauritius

The merger is effective from March 31,2015.

Inecto Manufacturing Limited, U.K and Issue Group Uruguay S.A were dissolved during the year.

The details of business of the key subsidiaries are given in the Management Discussion & Analysis section of the Directors' Report. The performance and financial position of each subsidiary and associate company is given in form AOC 1 which forms part of Consolidated Financial Statements.

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, also forms part of the Annual Report and Accounts of your Company.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Company has placed the financial statements of its subsidiaries on the Company's website www.godrejcp.com.

In compliance with the Listing Agreement, the Board has adopted a policy for determining material subsidiaries. This policy is available on the Company's website www.godrejcp.com, in the Investors page, under the section titled "Compliance".

This may also be accessed at the following link: http://www.godrejcp.com/Resources/pdf/Policv-on-Material- Subsidiaries.pdf

13. DISCLOSURE ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Annexure 'E' to this Report provides information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, required under Section 134 (3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 which forms a part of the Directors' Report.

14. RISK MANAGEMENT POLICY

The Board has constituted a Risk Management Committee. Elements of risks to the Company are given in the Management Discussion & Analysis section of this Report under the heading "Risks & Concerns".

15. CORPORATE SOCIAL RESPONSIBILITY

Your Company has a policy for meeting its Corporate Social Responsibility ("CSR"). Details of CSR projects are provided in Annexure 'F' in the prescribed format.

16. VIGIL MECHANISM

Your Company has adopted a Vigil Mechanism Policy.

The purpose of the policy is to enable employees to raise concerns about unacceptable improper practices and/or any unethical practices being carried out in the organisation without the knowledge of management. All employees shall be protected from any adverse action for reporting any unacceptable/improper practice and/or any unethical practice, fraud or violation of any law, rule or regulation. This Whistle Blower policy will also be applicable to the Directors of the Company.

The Audit Committee reviews on a quarterly basis, reports made under this policy and implements corrective actions, wherever necessary.

17. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In Compliance with Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 your Company constituted an "Internal Complaints Committee" ("Committee"). Twenty- six workshops were conducted to create awareness about sexual harassment among employees.

Since the number of complaints hied during the year was NIL the Committee prepared a NIL complaints report. This is in compliance with Section 22 of the Act.

18. AUDIT COMMITTEE

Your Company has an Audit Committee in compliance with Section 177 of the Companies Act, 2013 and the Listing Agreement. The Audit Committee consists of the following Independent Directors: Mr. Bharat Doshi as Chairman of the Committee and Mr. Narendra Ambwani, Prof. Bala Balachandran, Dr. Omkar Goswami, Mr. Aman Mehta, Mr.D Shivakumar and Ms. Ireena Vittal as members. Prof. Bala Balachandran has ceased to be a member of the Committee with effect from the close of business hours on March 31, 2015 since he has resigned from the Board.

19. EMPLOYEE STOCK GRANT SCHEME

The shareholders have on March 18, 2011, approved the Employee Stock Grant Scheme (GCPL ESGS 2011).The scheme envisages the issue of up to 2,500,000 fully paid equity shares at a nominal value of Rs. 1/- each in the Company to certain eligible employees of the Company and/ or its subsidiaries. In terms of the GCPL ESGS 2011, 174,121 grants are outstanding and not vested as at March 31,2015.

The eligible employees shall be entitled to exercise the options vested in them, within one month from the date of vesting or such dates as may be determined by the Nomination and Remuneration Committee. The equity shares vested in the eligible employees shall be allotted on payment of the exercise price of Rs. 1/- per share.

The details of the grants allotted under GCPL ESGS 2011, as also the disclosures in compliance with Section 62 1(b) read with Rule 12(9) of the Companies (Share Capital & Debentures) Rules, 2014 are set out in Annexure 'G' to this report.

Under the scheme of amalgamation between your Company and Godrej Household Products Limited (GHPL), the Employee Stock Option Scheme of the erstwhile unlisted GHPL has become part of your Company. The equity shares of 'Godrej Industries Limited' are the underlying equity shares for the stock option scheme. As at April 1,2014, 10,40,000 options convertible into 10,40,000 equity shares of Godrej Industries Limited (GIL) were outstanding. As at March 31,2015, 35,000 options convertible into 35,000 equity shares of GIL were outstanding.

The Company has not given any loan to any person under any scheme for the purpose of or in connection with the subscription or purchase of shares in the Company or the Holding Company. Hence there are no disclosures on voting rights not directly exercised by the employees in respect of shares to which the scheme relates.

20. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134(5) of the Companies Act, 2013, your Directors, based on the representation received from the Operating Management, and after due enquiry, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) the Directors have devised a proper system to ensure compliance with the provisions of all applicable laws and this system is adequate and operating effectively.

21. UNCLAIMED SHARES

In compliance with Clause 5A of the Listing Agreement with the Stock Exchanges, your Company has transferred the unclaimed shares into a demat account, viz. "Unclaimed- Suspense Account". As and when an allottee approaches the Company, after proper verification, either credit the shares lying in the Unclaimed Suspense Account to the demat account of the allottee to the extent of the allottee's entitlement, or deliver the physical certificates after re- materialising them, depending on what has been opted for by the allottee.

Particulars no.of no.of shares shareholders

Aggregate number of 5,808 882,849 shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year;

Number of shareholders - - and aggregate shares transferred to Unclaimed Suspense Account during the year;

Number of shareholders 52 9,112 who approached the issuer for transfer of shares from the Unclaimed Suspense Account during the year and aggregate shares transferred;

Number of shareholders 52 9,112 to whom shares were transferred from the Unclaimed Suspense Account during the year and the aggregate shares transferred;

Aggregate number of 5,756 873,737 shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year.

22. LISTING

The shares of your Company are listed at The BSE Limited and The National Stock Exchange of India Limited.

2500 Non-Convertible Debentures of face value Rs. 10 lakh each aggregating Rs. 250 crore issued in October, 2014 on private placement basis, are listed in the whole sale debt segment on The National Stock Exchange of India Limited.

The applicable annual listing fees have been paid to the Stock Exchanges before the due date.

23. EXTRACT OF ANNUAL RETURN

Annexure 'H' to this Report provides the Extract of Annual Return to be filed by the Company under the Companies Act, 2013.

24. AUDITORS AND AUDITORS' REPORT

A. Statutory Auditors

In accordance with Section 139 of the Companies Act, 2013 and rules made thereunder, M/s. Kalyaniwalla & Mistry, Chartered Accountants, Mumbai, have been appointed as statutory auditors to hold office from the conclusion of the 14th Annual General Meeting till the conclusion of the 17th Annual General Meeting which will be held in 2017 (subject to ratification of re-appointment by the members at every AGM held after the AGM in which the appointment was made) of the Company, on a remuneration as may be agreed upon by the Board of Directors and the Auditors.

The notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further explanation.

B. Cost Auditors

Pursuant to directions from the Department of Company Affairs, M/s. P. M. Nanabhoy & Co., Cost Accountants have been appointed as Cost Auditors for the applicable products of the Company for the year 2014-15. They are required to submit the report to the Central Government within 180 days from the end of the accounting year.

C. Secretarial Auditors

The Board has appointed A. N. Ramani & Co., Company Secretaries, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed herewith marked as Annexure 'I' to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

25. CORPORATE GOVERNANCE

The Company continues to enjoy a Corporate Governance Rating of CGR2 (pronounced as CGR 2 plus) and a Stakeholder Value Creation and Governance Rating of SVG1 (pronounced as SVG one). The ' ' sign indicates relatively higher standing within the category indicated by the rating. The above ratings are on a rating scale of 1 to 6, where 1 is the highest rating. The two ratings evaluate whether a Company is being run on the principles of Corporate Governance and whether the practices followed by the Company lead to value creation for all its shareholders.

The CGR2 rating is on a rating scale of CGR1 to CGR6, where CGR1 denotes the highest rating. The CGR2 rating implies that in ICRA's current opinion, the rated Company has adopted and follows such practices, conventions and codes as would provide its financial stakeholders a high level of assurance on the quality of corporate governance.

The SVG1 rating is on a rating scale of SVG1 to SVG6, where SVG1 denotes the highest rating. The 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.

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion & Analysis Report and the Report on Corporate Governance are included in the Annual Report. The Auditors' Certificate certifying the Company's compliance with the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement, is attached as Annexure 'J' and forms a part of this Annual Report.

27. INTERNAL CONTROL AND ADEQUACY

We have a proper system of Internal Controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that transactions are authorised, recorded and reported correctly.

Our Corporate Audit & Assurance Department which is ISO 9001: 2008 certified, issues well documented operating procedures and authorities, with adequate built-in controls at the beginning of any activity and during the continuation of the process, if there is a major change.

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

The GCPL Head Office and all major factories and offices across India operate on an Information Security Management System which is ISO/IEC 27001 certified.

28. RISKS AND CONCERNS

With our presence in three continents i.e. Asia, Africa and Latin America, we are exposed to risks which can adversely impact our operating performance, cash flows, financial performance, management performance and overall sustainability. We have an active risk management strategy in place and a Risk Committee, whose role is to identify potential risks, create mitigation strategies and monitor the occurrence of risk.

The risks that may affect us include, but are not limited to:

* Economic conditions.

* Inflationary pressures and other factors affecting demand for our products.

* Increasing costs of raw material, transport and storage.

* Supplier and distributor relationships and retention of distribution channels.

* Competitive market conditions and new entrants to the market.

* Labour shortages and attrition of key staff.

* Exchange rate fluctuation and arbitrage risk.

* Integration risks for acquired companies.

* Compliance and regulatory pressures including changes to tax laws.

* Seasonal fluctuations.

* Political risks associated with unrest and instability in countries where we have a presence or operation

98 | Annual Report 2014-15

29. OPPORTUNITIES AND THREATS

Close to 40% of our growth now comes from new products and renovations. We believe that there are tremendous long-term growth opportunities in emerging markets. These geographies are home to 80% of the world's population. Estimates suggest that these markets will contribute to close to 36% of the forecasted increase in the world's population over the next five years. Close to half of the total global consumption is also slated to come from here. We believe that there are significant opportunities for growth in our core geographies and categories.

On the domestic front, the fundamentals of the FMCG sector remain strong and there is still significant growth potential, given the low penetration and consumption rates for many FMCG categories in the country.

In terms of threats, the key threats are compliance and regulatory pressures including changes to tax law, seasonal fluctuations and unrest and instability in countries where we have a presence or operation.

OUTLOOK

We expect to see a gradual recovery in the macroeconomic environment and for the Indian economy to consequently, gather pace in fiscal year 2016. While macroeconomic factors remain challenging in some of our international markets, we believe that we are well placed to continue our strong sales and profitability growth momentum. Overall, our focus will be on sustaining and extending leadership in our core categories. We are investing for the longer term and accelerating the pace of new product launches, to capitalise on the uptick in consumer sentiment and demand. We are confident that with our clear strategic focus, differentiated product portfolio, superior execution and top-notch team, we will continue to deliver industry-leading results in the future.

30. ACKNOWLEDGEMENT

Your Directors wish to extend their sincere thanks to the Central and State Governments as also all the Government agencies, banks, customers, shareholders, vendors and other related organisations who, through their continued support and co-operation have helped as partners, in your Company's progress.

For and on behalf of the Board of Directors

Adi Godrej Chairman

Mumbai, April 28, 2015


Mar 31, 2013

The Directors have pleasure in presenting their Report along with the Audited Accounts for the year ended on March 31, 2013.

1. FINANCIAL HIGHLIGHTS AND REVIEW OF OPERATIONS

The Company''s financial performance for the year under review has been encouraging and is summarised below:

Figures in Rs. Crore

Consolidated Standalone FY 2012-13 FY 2011-12 FY 2012-13 FY 2011-12

Net Sales 6390.79 4850.94 3520.93 2933.53

Other Operating Income 16.65 15.22 60.09 46.55

Total Income from Operations 6407.44 4866.16 3581.02 2980.08

Total Expenses other than Depreciation & Finance Cost 5392.28 3990.26 2938.94 2410.64

Profit from Operations before depreciation, Other 1015.16 875.90 642.08 569.44 Income, Finance Cost & Exceptional Items

Depreciation 77.00 64.44 32.27 25.83

Profit from Operations before Other Income, Finance 938.16 811.46 609.81 543.61 Cost & Exceptional Items

Foreign Exchange Gain / (Loss) (32.78) (20.50) (12.01) (15.16)

Other Income 67.78 52.00 50.65 63.05

Profit before Finance Costs and Exceptional Items 973.16 842.96 648.45 591.50

Finance Cost 77.45 65.84 15.49 13.39

Profit after Finance Costs but before Exceptional Items 895.71 777.12 632.96 578.11

Exceptional Items 128.90 200.17 0.00 180.95

Profit Before Tax 1024.61 977.29 632.96 759.06

Tax Expense 179.18 226.05 122.02 154.67

Net Profit after Tax before Minority Interest 845.43 751.24 510.94 604.39

Minority Interest (49.33) (24.52) - -

Net Profit for the period 796.10 726.72 510.94 604.39

2. APROPRIATION

Your Directors recommend appropriation as under: Rs. Crore

GCPL Standalone FY 2012-13 FY 2011-12

Surplus as at end of previous year 769.82 407.91

Add : Net Profit for the year 510.94 604.39

Available for appropriation 1280.76 1012.30

Less: Transfer to DRR 21.25 -

Less : Interim Dividend 170.16 156.63

Less : Tax on distributed profits 28.13 25.41

Less :Transfer to General Reserve 51.13 60.44

Total Appropriation 270.67 242.48

Surplus Carried Forward 1010.09 769.82

3. DIVIDEND

For the year 2012-13, three interim dividends were paid on shares of face value Rs. 1/- each - as follows: Rs. 1/- per equity share on August 4, 2012, Rs. 1/- per equity share on November 3, 2012 and Rs. 1/- per equity share on January 31, 2013.

In addition to the above, the Board of Directors has also declared a fourth interim dividend on April 30, 2013 at the rate of Rs. 2/- per equity share on shares of nominal value Rs. 1/- each. The record date for the same has been fixed as May 9, 2013.

Your Directors recommend that the aforesaid interim dividends aggregating to Rs. 5.00 per equity share on shares of face value Rs. 1/- each be declared as final dividend for the year ended on March 31, 2013.

4. NON-CONVERTIBLE DEBENTURES

In April 2012, your Company made an issue of Unsecured Redeemable 9.80% p.a. coupon Non- Convertible Debentures aggregating Rs. 50 crore for a tenor of 18 months, on a private placement basis and the same is outstanding as at the year end. The said Debentures have a credit rating of [ICRA] AA (Stable)

In October 2012, your Company has made a fresh issue of a Unsecured Redeemable Zero Coupon Non-Convertible Debentures on a private placement basis aggregating to Rs. 250 crore for a tenor of two years and the same is outstanding as at the year end. The said Debentures have a credit rating of [ICRA] AA (Stable)

The unsecured Non-Convertible Debentures of Rs. 225 crore issued November 2011 on a private placement basis was redeemed by your Company in November 2012 by exercising the call option at the end of one year as per the terms of the issue.

5. subsidiaries

Your Company''s focus is on emerging markets. Our 3x3 strategy concentrates on three categories namely home care, personal wash, hair care in three continents which comprise Asia, Africa and South America. In the past few years we acquired subsidiaries in the three continents in line with our ''3 x 3'' strategy.

During the year your Company completed the acquisition of 51% stake in Darling group operations in Kenya and 60% stake in Cosmetica Nacional in Chile. During the year Godrej Nigeria Holdings Ltd merged with Godrej Consumer Products Mauritius Ltd (both wholly owned subsidiaries of GCPL) with effect from April 1, 2012.

In January 2013, your Company divested its non core food business in Indonesia together with the associated brands at a value of about uSD 35 million. This business was operated by an Indonesian subsidiary of the Company viz PT Simba Indosnack Makmur. Consequently PT Simba Indosnack Makmurhas ceased to be a subsidiary of your Company

The details of business of the subsidiaries are given in Management Discussion and Analysis section of the Directors'' Report. In line with the General Circular No. 2 /2011 dated February 8, 2011 issued by the Ministry of Corporate affairs, the Board of Directors of your Company has passed a resolution for giving its consent for not attaching the financial statements of subsidiaries of the Company to the Balance sheet of the Company for the year ended March 31, 2013.

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, also forms part of the Annual Report and accounts of your Company. A one page financial summary for all the subsidiaries giving the required information is disclosed in the consolidated balance sheet.

As directed by the aforesaid circular the accounts of the subsidiary companies and the related detailed information will be made available to any shareholder seeking such information at any point of time. The accounts of the subsidiary companies are also available for inspection by any shareholder at the registered office of the Company or at the registered offices of the subsidiary companies.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in section 217 (2AA) of the Companies Act, 1956, your Directors, based on the representation received from the Operating Management, and after due enquiry, confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) that they have selected such accounting policies and applied them consistently and made judgements 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 and of the profit of the Company for that period;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

d) that they have prepared the annual accounts on a going concern basis.

7. EMPLOYEE STOCK OPTION PLAN

The shareholders of the Company vide special resolution passed on March 14, 2007 approved the setting up of Godrej Consumer Products Ltd. Employee Stock Option Plan (GCPL ESOP). Pursuant to the approvals received in the above meeting and in the meeting dated April 24, 2008, the Company can grant 4,500,000 stock options convertible into 4,500,000 equity shares of the nominal value Rs. 1/- each to the eligible employees/directors of the Company and of the Company''s subsidiaries.

The GCPL ESOP is administered by a trust set up for this purpose viz. Godrej Consumer Products Ltd. Employee Stock Option Trust.

As on March 31, 2013, 74,050 options convertible into 74,050 shares of nominal value of Rs. 1/- each are outstanding in respect of options granted under the GCPL ESOP to employees of the Company.

The details of the Options allotted under GCPL ESOP, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure A to this report.

Since the exercise price of GCPL options is the last closing price on the stock exchange plus interest till the date of exercise, there is no compensation cost in Financial Year 2012-13 based on the intrinsic value of the options.

Under the Scheme of Amalgamation between your Company and Godrej Household Products Limited (GHPL), the Employee Stock Option Scheme of the erstwhile unlisted GHPL has become part of your Company. The equity shares of ''Godrej Industries Limited'' are the underlying equity shares for the stock option scheme. As at March 31, 2013, 1,120,000 options convertible into 1,120,000 equity shares of Godrej Industries Ltd are outstanding.

8. EMPLOYEE STOCK PURCHASE PLAN

The Board of Directors at its meeting held on January 22, 2011 had approved an Employee Stock Purchase Plan (GCPL ESPL) under the provisions of Section 77 of the Companies Act, 1956. The GCPL ESPL is administered by the GCPL ESOP Trust. Employees in the cadre of Vice Presidents and above, are eligible to be covered under the plan.

under the GCPL ESPL, the Company has provided loan to the GCPL ESOP Trust at an interest rate which is not less than the bank rate, to enable the GCPL ESOP trust to acquire upto 1,000,000 shares of the Company from the secondary market.

under the GCPL ESPL,1,000,000 shares have been granted, which have vested on March 30, 2012. The grants shall be compulsorily exercised by acquiring the shares from the GCPL ESOP trust within the exercise period as per the scheme. The exercise price shall be the market price on the day prior to the date of grant plus interest at a rate not less than the bank rate till the date of exercise.

9. EMPLOYEE STOCK GRANT SCHEME

The shareholders have on March 18, 2011, approved a new Employee Stock Grant Scheme (ESGS 2011). The scheme envisages the issue of up to 2,500,000 fully paid equity shares at a nominal value of Rs. 1 each in the Company to certain eligible employees of the Company and / or its subsidiaries. In terms of the ESGS 2011, 126,193 grants are outstanding and not vested as at March 31, 2013.

The eligible employees shall be entitled to exercise the options vested in them, within one month from the date of vesting or such dates as may be determined by the HR & Compensation Committee. The equity shares vested in the eligible employees shall be allotted on payment of the exercise price of Rs. 1.

The details of the grants allotted under GCPL ESGS, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India

(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure A to this report

10. UNCLAIMED SHARES

With respect to the unclaimed shares in the Company, in compliance with clause 5A of the listing agreement with the stock exchanges, your Company had sent three reminders to the addresses given in the application form asking for the correct particulars.In respect of the folios for which no response was received, the said shares were transferred to a newly opened demat account during the year viz. "Unclaimed-Suspense Account". As and when an allottee approaches the Company, the Company shall, after proper verification, either credit the shares lying in the unclaimed Suspense Account to the demat account of the allottee to the extent of the allottee''s entitlement, or deliver the physical certificates after re-materialising the same, depending on what has been opted for by the allottee.

11. DIRECTORS

In accordance with Article 130 and 131 of the Articles of Association of your Company, Mr. Nadir Godrej, Mr. Bharat Doshi and Dr. Omkar Goswami retire by rotation and being eligible, offer themselves for re- appointment.

The Board has at its meeting held on April 30, 2013 appointed Ms. Nisaba Godrej as a whole- time Director designated as Executive Director, Innovation for a period of three years with effect from July 1, 2013 to June 30, 2016. The appointment is subject to the approval of the shareholders

The Board of Directors at its meeting held on April 30, 2013 also made the following appointments

- Mr. Vivek Gambhir as an Additional Director with effect from April 30, 2013 and as the Managing Director for a period of three years with effect from July 1, 2013 to June 30, 2016.

- Ms. Ireena Vittal as an Additional Director with effect from April 30, 2013.

- Mr. A Mahendran as a Non Executive Additional Director with effect from July 1, 2013.

The Additional Directors appointed as above will hold office upto the date of the Annual General Meeting pursuant to Section 260 of the Companies Act, 1956. Pursuant to Section 257 of the Companies Act, 1956, the Company has received a notice from a member signifying his intention to propose the candidatures of Mr. Vivek Gambhir, Ms. Ireena Vittal and Mr A Mahendran as Directors in the ensuing Annual General Meeting Accordingly the proposals for the aforesaid appointments/reappointments of Directors are included in the notice of the Annual General Meeting.

12. LISTING

The shares of your Company are listed at The BSE Limited and The National Stock Exchange of India Ltd.

2500 Non-Convertible Debentures of face value Rs. 10 each aggregating Rs. 250 crore issued in October 2011 on private placement basis is listed in the whole sale debt segment in The National Stock Exchange of India Ltd

500 unsecured Redeemable 9.80% p.a. coupon Non-Convertible Debentures aggregating Rs. 50 crore issued in April 2012 on private placement basis is listed whole sale debt segment in The National Stock Exchange of India Ltd

The applicable annual listing fees have been paid to the stock exchanges before the due date.

13. AUDITORS

The Auditors, Kalyaniwalla & Mistry, Chartered Accountants, Mumbai, retire and offer themselves for reappointment.

Pursuant to directions from the Department of Company Affairs, M/s. P. M. Nanabhoy & Co., Cost Accountants have been appointed as Cost Auditors for the applicable products of the Company for the year 2012-13. They are required to submit the report to the Central Government within 180 days from the end of the accounting year. M/s. P. M. Nanabhoy & Co., Cost Accountants have also been appointed as Cost Auditors for the year 2013-14 for the applicable products of the Company

14. ADDITIONAL INFORMATION

Annexure B to this Report gives the information in respect of conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo, required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forms a part of the Directors'' Report.

Information as per Section 217(2A) of the Companies Act,1956 read with the Companies (Particular of Employees) Rules, 1975 forms part of this Report. As per provisions of Section 219(1)(b)(iv) of the Companies Act,1956, the Report and Accounts are being sent to the Shareholders of the Company, excluding the statement of particulars of the employee under Section 217(2A) of the Companies Act,1956. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

The notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further explanation.

15. CORPORATE GOVERNANCE

The Company continues to enjoy a Corporate Governance Rating of CGR2 (pronounced as CGR2 plus) and a Stakeholder Value Creation and Governance Rating of SVG1 (pronounced as SVG 1). The sign indicates relatively higher standing within the category indicated by the rating. The above ratings are on a rating scale of 1 to 6, where 1 is the highest rating. The two ratings evaluate whether a Company is being run on the principles of Corporate Governance and whether the practices followed by the Company lead to value creation for all its shareholders.

The CGR2 rating is on a rating scale of CGR1 to CGR6 where CGR1 denotes the highest rating. The CGR2 rating implies that in ICRA''s current opinion, the rated Company has adopted and follows such practices,conventions and codes as would provide its financial stakeholders a high level of assurance on the quality of corporate governance.

The SVG1 rating is on a rating scale of SVG1 to SVG6 where SVG1 denotes the highest rating. The 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

Pursuant to Clause 49 of the Listing Agreements, the Management Discussion and Analysis Report and the Report on Corporate Governance are included in the Annual Report. The Auditors Certificate certifying the Company''s compliance with the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement,is attached as Annexure C and forms a part of this Annual Report.

16. ACKNOWLEDGEMENT

Your Directors wish to place their sincere thanks to the Central and State Governments as also all the Government agencies, banks, customers, shareholders, vendors and other related organisations who, through their continued support and co-operation, have helped, as partners, in your Company''s progress.

For and on behalf of the Board of Directors

Adi Godrej

Chairman

Mumbai, April 30, 2013


Mar 31, 2012

The Directors have pleasure in presenting their Report along with the Audited Accounts for the year ended March 31, 2012.

1. Financial Highlights and Review of Operations

Your Company's financial performance for the year under review has been encouraging and is summarised below:

(Rs. Crore)

Consolidated Standalone Sr N0. PARTICULARS Year ended Year ended Year ended Year ended 31-Mar-12 31-Mar-11 31-Mar-12 31-Mar-11

1. Income from Operations Net Sales (Net of Excise Duty) 4,850.94 3,676.31 2,933.53 2,425.37 Other Operating Income 15.22 17.29 46.55 43.53 Other Income 52.00 46.96 63.05 37.14

Total Revenue 4,918.16 3,740.56 3,043.13 2,506.04

2. Total Expenses other than depreciation & Finance Cost 3,990.26 3,040.50 2,410.64 1,972.53

3. Profit before Depreciation, Finance Cost & 927.90 700.06 632.49 533.51 Exceptional Items

4. Depreciation 64.44 49.92 25.83 21.98

5. Profit before Finance Cost, Exceptional Items and Tax 863.46 650.14 606.66 511.53

6. Foreign Exchange Gain / (Loss) (20.50) 5.28 (15.16) (1.18)

7. Finance Cost 65.84 43.64 13.39 5.70

8. Profit after Finance Costs but before Exceptional Items 777.12 611.78 578.11 504.65

9. Exceptional Items 200.17 41.14 180.95 40.31

10. Profit Before Tax 977.29 652.92 759.06 544.96

11. Tax Expense 226.05 138.21 154.67 110.00

12. Net Profit after Tax before Minority Interest 751.24 514.71 604.39 434.96

13. Minority Interest (24.52) 0.00 0.00 0.00

14. Net Profit for the period 726.72 514.71 604.39 434.96

15. EPS (Basic & Diluted) 22.34 16.11 18.58 13.62

2. Appropriation

Your Directors recommend appropriation as under:

(Rs. Crore)

Year ended Year ended GCPL Standalone 31-Mar-12 31-Mar-11

Surplus as at end of previous year 407.91 174.20

Add : Net Profit for the year 604.39 434.96

Add : Addition on Amalgamation - 60.44

Available for appropriation 1,012.30 669.60

Less : Interim Dividend 156.63 163.20

Less : Tax on distributed profits 25.41 33.39

Less : Transfer to General Reserve 60.44 65.10

Total Appropriation 242.48 261.69

Surplus Carried Forward 769.82 407.91

3. Dividend

For the year 2011-12, three interim dividends were paid on shares of face value Rs. 1/- each - as follows: Rs. 1/- per equity share on July 23, 2011, Rs. 1/- per equity share on October 23, 2011 and Rs. 1/- per equity share on January 21, 2012.

In addition to the above, the Board of Directors has also declared a fourth interim dividend on April 30, 2012 at the rate of Rs. 1.75 per equity share on shares of nominal value Rs. 1/- each. The record date for the same has been fixed as May 10, 2012.

Your Directors recommend that the aforesaid interim dividends aggregating to Rs. 4.75 per equity share on shares of face value Rs. 1/- each be declared as final dividend for the year ended on March 31, 2012.

4. Preferential Allotment of Equity Shares

During the year your Company issued 16,707,317 equity shares of face value Rs. 1/- each at a premium of Rs. 409 per equity share to Baytree Investments (Mauritius) Pte. Ltd. on a preferential basis. The pricing was higher than the floor price calculated as per the SEBI ICDR regulations. The issue proceeds aggregating Rs. 685 crore is proposed to be used for general corporate purpose including retirement of debts.

5. Issue of Non-Convertible Debentures

In November 2011, your Company has made a fresh issue of unsecured redeemable non- convertible debentures on a private placement basis, aggregating to Rs. 225 crore for a tenor of three years and the same is outstanding as at the year end. The said debentures have a credit rating of ICRA AA.

Subsequent to the close of the financial year, your Company made a fresh issue of unsecured redeemable non-convertible debentures on a private placement basis, aggregating to Rs. 50 crore for a tenor of 18 months. The said debentures have a credit rating of ICRA AA.

During the year your Company redeemed debentures aggregating to Rs. 200 crore on their respective redemption dates.

6. Acquisitions

Your Company acquired a 51% stake in the Darling Group's business in South Africa, Nigeria & Mozambique, which represents about 45% of the Group's business. The acquisition of the balance stake will be completed in phases spread over the next 3 to 5 years.

Kinky will leverage Darling's efficient production facilities to considerably lower their costs while hair extensions including artificial hair, wigs adn braids manufactured by Darling have a readymade consumer interface through the Kinky outlets.

During the year, your Company also entered into an agreement for acquisition of 60% stake in Cosmetica Nacional, a leading hair colourant and cosmetics company based in Chile and with important presence in Panama and Costa Rica as well. The Company also has a strong presence in the colour cosmetics segment - "Pamela Grant" is the second largest brand in the colour cosmetics market. Cosmetica Nacional also has popular heritage brands including "Illicit" and "U2". The Company exports to 7 countries in Latin America

- this acquisition will enable your Company to strengthen its foothold in the LatAm region. The acquisition has been completed in April 2012.

7. Termination of Licenses

The Kiwi Manufacturing and Distribution license for the use of Kiwi Shoe Care and Kiwi Kleen Brands in India and Sri Lanka, granted to the erstwhile Godrej Household Products Ltd. by Sara Lee Corporation, USA, has been terminated with effect from April 3, 2011. Your Company received Rs. 156 crore and its wholly owned subsidiary Godrej Household Products Lanka (Private) Ltd. received Rs. 19 crore as a one-time exit compensation.

The license for the use of Brylcreem brand in India and Sri Lanka granted to the erstwhile Godrej Household Products Ltd. by Sara Lee Corporation, USA has been terminated with effect from March 31, 2012. This is consequent to the sale of global rights of the Brylcreem brand by Sara Lee Corporation to Unilever. As a result of the termination, your Company received Rs. 24.76 crore and its wholly owned subsidiary Godrej Household Products Lanka (Private) Ltd. received Rs. 0.24 crore.

8. Subsidiaries

Your Company's focus is on emerging markets. The 3x3 strategy concentrates on three categories namely personal wash, hair care and home care in three geographies which comprise Asia, Africa and Latin America. In the past few years we acquired subsidiaries in the three continents in line with our '3 x 3' strategy.

The details of business of the subsidiaries are given in Management Discussion and Analysis section of the Directors' Report, under the heading 'International Businesses'. In line with the General Circular No. 2 /2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, the Board of Directors of your Company has passed a resolution for giving its consent for not attaching the financial statements of subsidiaries of the Company to the Balance Sheet of the Company for the year ended March 31, 2012.

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, also forms part of the Annual Report and accounts of your Company. A one page financial summary for all the subsidiaries giving the required information is disclosed in the consolidated Balance Sheet.

As directed by the aforesaid circular the accounts of the subsidiary companies and the related detailed information will be made available to any shareholder seeking such information. The accounts of the subsidiary companies are also available for inspection by any shareholder at the registered office of the Company or at the registered offices of the subsidiary companies.

9. Directors

In accordance with Articles 130 and 131 of the Articles of Association of your Company, Prof. Bala Balachandran, Mr. Aman Mehta and Mr. D. Shivakumar retire by rotation and being eligible, offer themselves for re-appointment.

Accordingly, the proposals for their re- appointments are included in the notice of the Annual General Meeting.

11. Employee Stock Option Plan

The shareholders of the Company vide special resolution passed on March 14, 2007 approved the setting up of Godrej Consumer Products Ltd. Employee Stock Option Plan (GCPL ESOP). Pursuant to the approvals received in the above meeting and in the meeting dated April 24, 2008, the Company can grant 4,500,000 stock options convertible into 4,500,000 equity shares of the nominal value Rs. 1/- each to the eligible employees/directors of the Company and of the Company's subsidiaries.

The GCPL ESOP is administered by a trust set up for this purpose viz. Godrej Consumer Products Ltd. Employee Stock Option Trust.

As on March 31, 2012, 419,925 options convertible into 419,925 shares of nominal value of Rs. 1/- each are outstanding in respect of options granted under the GCPL ESOP to employees of the Company.

No fresh options have been granted during the year.

The details of the Options allotted under GCPL ESOP, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure A to this report.

Since the exercise price of GCPL options is the last closing price on the stock exchange, there is no compensation cost in Financial Year 2011- 12 based on the intrinsic value of the options. Under the Scheme of Amalgamation between your Company and Godrej Household Products Limited (GHPL), the Employee Stock Option Scheme of the erstwhile unlisted GHPL has now become part of your Company. The equity shares of 'Godrej Industries Limited' are the underlying equity shares for the stock option scheme. As at March 31, 2012, 1,462,000 options convertible into 1,462,000 equity shares of Godrej Industries Ltd. are outstanding.

12. Employee Stock Purchase Plan

The Board of Directors at its meeting held on January 22, 2011 had approved an Employee Stock Purchase Plan (GCPL ESPL) under the provisions of Section 77 of the Companies Act, 1956. The GCPL ESPL is administered by the GCPL ESOP Trust. Employees in the cadre of

Vice Presidents and above, are eligible to be covered under the plan.

Under the GCPL ESPL, the Company provides loan to the GCPL ESOP Trust at an interest rate which is not less than the bank rate, to enable the GCPL ESOP Trust to acquire upto 1,000,000 shares of the Company from the secondary market.

Under the GCPL ESPL 1,000,000 shares have been granted, which have vested on March 30,

2012. Within the exercise period of two years, the shares shall be compulsorily exercised by acquiring them from the GCPL ESOP trust. The exercise price shall be the market price on the day prior to the date of grant plus interest at a rate not less than the bank rate till the date of exercise.

13. Employee Stock Grant Scheme

The shareholders have on March 18, 2011, approved a new Employee Stock Grant Scheme (ESGS 2011). The scheme envisages the issue of up to 2,500,000 fully paid equity shares at a nominal value of Rs. 1 each in the Company to certain eligible employees of the Company and/ or its subsidiaries. In terms of the scheme, 94,966 grants are outstanding and not vested as at March 31, 2012.

The eligible employees shall be entitled to exercise the options vested in them, within one month from the date of vesting or such dates as may be determined by the HR & Compensation Committee. The exercise price shall be Rs. 1/- per equity share. The equity shares vested in the eligible employees shall be allotted on payment of the exercise price.

The details of the grants allotted under GCPL ESGS, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure A to this report.

14. Directors' Responsibility Statement

Pursuant to the provisions contained in Section 217 (2AA) of the Companies Act, 1956, your Directors, based on the representation received from the Operating Management, and after due enquiry, confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) that they have selected such accounting policies and applied them consistently and made judgements 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 and of the profit of the Company for that period;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

d) that they have prepared the annual accounts on a going concern basis.

15. Listing

The shares of your Company are listed at the BSE Limited and the National Stock Exchange of India Ltd.

2,250 unsecured redeemable non-nonvertible debentures of face value Rs. 10 lac each aggregating to Rs. 225 crore issued in November 2011 on private placement basis are listed in the whole sale debt segment of the National Stock Exchange of India Ltd.

500 unsecured redeemable non-convertible debentures of face value Rs. 10 lac each aggregating to Rs. 50 crore issued in April 2012 on private placement basis are listed in the whole sale debt segment in of the National Stock Exchange of India Ltd.

The applicable annual listing fees have been paid to the stock exchanges before the due date.

16. Auditors

The Auditors, Kalyaniwalla & Mistry, Chartered Accountants, Mumbai, retire and offer themselves for re-appointment.

Pursuant to directions from the Department of Company Affairs, M/s. P. M. Nanabhoy & Co., Cost Accountants have been appointed as Cost Auditors for the applicable products of the Company for the year 2011-12. They are required to submit the report to the Central Government within 180 days from the end of the accounting year. M/s. P. M. Nanabhoy & Co., Cost Accountants have also been appointed as Cost Auditors for the year 2012-13 for the applicable products of the Company.

17. Additional Information

Annexure B to this Report gives the information in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, required under Section 217(1)(e) of the

Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forms a part of the Directors' Report.

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 forms part of this Report. As per provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the Shareholders of the Company, excluding the statement of particulars of the employee under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

The notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further explanation.

18. Corporate Governance

The Company continues to enjoy a Corporate Governance Rating of CGR2 (pronounced as CGR2 plus) and a Stakeholder Value Creation and Governance Rating of SVG1 (pronounced as SVG 1). The sign indicates relatively higher standing within the category indicated by the rating. The above ratings are on a rating scale of 1 to 6, where 1 is the highest rating. The two ratings evaluate whether a Company is being run on the principles of Corporate Governance and whether the practices followed by the Company lead to value creation for all its shareholders.

The CGR2 rating is on a rating scale of CGR1 to CGR6 where CGR1 denotes the highest rating. The CGR2 rating implies that in ICRA's current opinion, the rated Company has adopted and follows such practices,conventions and codes as would provide its financial stakeholders a high level of assurance on the quality of corporate governance.

The SVG1 rating is on a rating scale of SVG1 to SVG6 where SVG1 denotes the highest rating. The 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.

Pursuant to Clause 49 of the Listing Agreements, the Management Discussion and Analysis Report and the Report on Corporate Governance are included in the Annual Report. The Auditors' Certificate certifying the Company's compliance with the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement,is attached as Annexure C and forms a part of this Annual Report.

19. Acknowledgement

Your Directors wish to place their sincere thanks to the Union Government and the various State Governments as also to all the Government agencies, banks, customers, shareholders, vendors and other related organisations who, through their continued support and co- operation, have helped, as partners, in your Company's progress.

For and on behalf of the Board of Directors

Adi Godrej

Chairman

Mumbai, April 30, 2012


Mar 31, 2011

The Directors have pleasure in presenting their Report along with the Audited Accounts for the year ended on March 31, 2011.

Financial Highlights

Your Companys financial performance for the year under review has been encouraging and is summarised below:

Standalone FY 2010-11 FY 2009-10

Rs. Crore Rs. Crore

Sales (net of excise duty) 2395.2 1267.9

Other Income 80.6 49.6

Total Income 2475.8 1317.5

Total Expenditure other than 1940.4 1000.9

Interest and Depreciation

Proft before Interest, 535.4 316.6

Depreciation, Tax and

exceptional items_^

Depreciation 22.0 13.8

Prof t before Interest and 513.4 302.8

Tax and exceptional items

Interest and Financial 8.8 3.7

Charges

Proft before Tax & 504.6 299.1 exceptional items

Tax expenses 102.0 51.0

Proft after Tax before 402.6 248.1 exceptional items

Exceptional Items (Net of Tax) 32.3 -

Net Proft after tax 434.9 248.1

Surplus brought forward 174.2 98.1

Amount available for 609.1 346.2 appropriation

Appropriation

Your Directors recommend appropriation as under:

FY 2010-11 FY 2009-10 Rs. Crore Rs. Crore

Interim Dividend 163.2 125.9

Tax on distributed Profits 33.4 21.4

Transfer to General Reserve 65.1 24.8

Surplus Carried Forward 347.4 174.1

Total Appropriation 609.1 346.2

Dividend

For the year 2010-11, three interim dividends were paid on shares of face value Rs. 1/- each – as follows: Rs. 1/- per share on July 24, 2010, Rs. 1/- per share on October 30, 2010 and Rs. 1/- per share on January 22, 2011.

In addition to the above, the Board of Directors has also declared a fourth interim dividend on May 2, 2011 at the rate of Rs. 1.50 per share on equity shares of nominal value Rs. 1/- each. The record date for the same has been fxed as May 10, 2011.

The total dividend payout for the year ended March 31, 2011 stands at Rs. 4.50 per share (450 % on shares of the face value of Rs. 1/- each). The erstwhile Godrej Household Products Ltd. had declared an interim dividend of Rs. 13.50 per share in May 2010. The interim dividend amount of Rs. 163.2 crore includes dividend of Rs. 17.5 crore paid by erstwhile Godrej Household Products Limited to its JV shareholder in May 2010.

Your Directors recommend that the aforesaid interim dividends aggregating to Rs. 4.50 per share on shares of face value Rs. 1/- each and the interim dividend of Rs. 13.50 per share paid by the erstwhile Godrej Household Products Ltd. on its shares of face value Rs. 4/- each, be declared as fnal dividend for the year ended on March 31, 2011.

Issue of Shares to Qualifed Institutional Buyers

During the year your Company issued 15,400,100 equity shares of face value Rs. 1/- each at a premium of Rs. 344 per equity share to Qualifed Institutional Buyers (QIBs). The pricing was equal to the foor price of Rs. 345 calculated in accordance with SEBI guidelines. The issue proceeds aggregating to Rs. 531.30 crore has been utilized to retire debt and for general corporate purpose.

Issue of Non-Convertible Debentures

During the year your Company had issued a series of unsecured non convertible debentures on a private

placement basis upto a maximum outstanding amount of Rs. 760 crore. The said debentures had a credit rating of "A1+" (pronounced as A one plus) by ICRA. As at March 31, 2011, non-convertible debentures aggregating to Rs. 200 crore are outstanding. Out of these, Debentures amounting to Rs. 45 crore is redeemable in December 2011 and the balance Rs. 155 crore is redeemable in January 2012.

Mergers and Acquisitions

During the year under review, your Company has consolidated its presence in the domestic market by acquiring the remaining 51% stake in Godrej Sara Lee from the erstwhile JV partner Sara Lee Corp. After the acquisition, GSLL was renamed Godrej Household Products Limited (GHPL). Subsequently GHPL was legally merged into Godrej Consumer Products Ltd. (GCPL) pursuant to a scheme of arrangement sanctioned by the High Court of Judicature at Bombay. The appointed date for the merger is April 1, 2010 and the effective date is March 31, 2011.

The merger consolidates your Companys position in the Indian FMCG space, giving GCPL the largest home grown home and personal care portfolio in India and making GCPL the second largest household insecticides market in Asia excluding Japan. As far as the synergies for the integration of both companies are concerned, GCPLs focus is on value synergy improvement rather than preplanned cost synergies. Because of the distribution reach of the Companies, GCPL can now capitalize on GHPLs reach throughout urban and rural India, giving your Company signifcant opportunities.

Towards the second half of FY11 your Company, acquired two brands, Genteel and Swastik, owned by Essence Consumer Care Products Pvt. Limited (ECCPL) and Naturesse Consumer Care Products Pvt. Limited (NCCPL) respectively. The acquisition extends our leadership presence specifcally in the liquid detergents category and reaffrms its position as a domestic leader in the Personal Wash category. The Board of Directors of your Company, ECCPL and NCCPL have approved the merger of ECCPL and NCCPL with GCPL subject to the approval of Honble High Court of Judicature at Bombay. The appointed date for the merger is December 3, 2010.

In the International front, your Company acquired PT. Megasari Makmur in Indonesia. Megasari is in the manufacturing and distribution of Household Insecticides, Wet Tissues and Air Freshners.

Your Company also acquired two businesses in Latin America viz., Issue Group and Argencos. Both companies are focused on hair colours and the acquisitions have complemented each other.

During the financial year, your Company also concluded the acquisition of Tura from Tura Group in Nigeria. Tura is a household name in Nigeria and leading personal care company.

Review of Operations

During the year under review your Company earned Proft After Tax (PAT) of Rs. 434.9 crore.

Net Sales have increased by 89% from Rs. 1267.8 crore in 2009-10 to Rs. 2395.2 crore in 2010-11. Current year Sales includes sales of Godrej Household Products Limited which was merged with your Company with appointed date being April 1, 2010.

A detailed analysis of your Companys performance is contained in the Management Discussion and Analysis Report.

The Company has commenced commercial production of Personal care products at its factory at Plot No. 52, Brahmaputra Industrial Park, Dol Gobinda Mandir Road, Village Sila, Guwahati on March 23, 2011.

The license for the Kiwi Shoe Care and Kiwi Kleen Brands in India and Sri Lanka by the ersthwhile Godrej Household Products Ltd. with Sara Lee Corporation has been terminated with effect from April 3, 2011 for which

the Company has received a consideration of Rs. 158.80 crore and its wholly owned subsidiary Godrej Household Products Lanka (Private) Ltd. has received Rs. 18.20 crore as a one time exit compensation in the financial year 2011-12.

Subsidiaries

Your Company has enhanced its global presence through its various subsidiaries.

The details of business of the subsidiaries are given in Management Discussion and Analysis section which forms part of this Annual Report, under the heading ‘International Businesses.

In line with the General Circular No. 2 /2011 dated February 8, 2011 issued by the Ministry of Corporate affairs, the Board of Directors of your Company has passed a resolution for giving its consent for not attaching the financial statements of subsidiaries of the Company to the Balance sheet of the Company for the year ended March 31, 2011.

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, also forms part of the Annual Report and accounts of your Company. A one page financial summary for all the subsidiaries giving the required information is disclosed in the consolidated balance sheet.

As directed by the aforesaid circular the accounts of the subsidiary companies and the related detailed information will be made available to any shareholder seeking such information at any point of time. The accounts of the subsidiary companies are also available for inspection by any shareholder at the registered offce of the Company or at the registered offces of the subsidiary companies.

Employee Stock Option Plan

The shareholders of the Company vide special resolution passed on March 14, 2007 approved the setting up of Godrej Consumer Products Ltd. Employee Stock Option Plan (GCPL ESOP). Pursuant to the approvals received in the above meeting and in the meeting dated April 24, 2008, the Company can grant 4,500,000 stock options convertible into 4,500,000 equity shares of the nominal value Rs. 1/- each to the eligible employees/directors of the Company and of the Companys subsidiaries.

The GCPL ESOP is administered by a trust set up for this purpose viz. Godrej Consumer Products Ltd. Employee Stock Option Trust.

As on March 31, 2011, 1,903,500 options convertible into 1,903,500 shares of nominal value of Rs. 1/- each

The details of the Options allotted under GCPL ESOP, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure A to this report.

Since the exercise price of GCPL options is the last closing price on the stock exchange, there is no compensation cost in Financial Year 2010-11 based on the intrinsic value of the options.

Under the Scheme of Amalgamation between your Company and Godrej Household Products Limited(GHPL), the Employee Stock Option Scheme of the erstwhile unlisted GHPL has now become part of your Company. The equity shares of ‘Godrej Industries Limited are the underlying equity shares for the stock option scheme. As at March 31, 2011, 21,29,000 options convertible into 21,29,000 equity shares of Godrej Industries Ltd are outstanding.

Employee Stock Purchase Plan

The Board of Directors at its meeting held on January 22, 2011 had approved an Employee Stock Purchase Plan (GCPL ESPL) under the provisions of Section 77 of the Companies Act, 1956. The GCPL ESPL is administered by the GCPL ESOP Trust. Employees in the cadre of Vice Presidents and above, are eligible to be covered under the plan.

Under the GCPL ESPL, the Company provides loan to the GCPL ESOP Trust at an interest rate which is not less than the bank rate, to enable the GCPL ESOP trust

to acquire upto 1,000,000 shares of the Company from the secondary market.

Under the GCPL ESPL, 980,000 shares have been granted till March 31, 2011 and the balance 20,000 shares have been granted after the close of the financial year.

The shares so granted are held by the trust for the benefit of the employee. The shares shall vest with the employee on March 30, 2012. Thereafter within the exercise period of two years, the employee shall compulsorily exercise the shares by acquiring the shares from the GCPL ESOP trust. The exercise price shall be the market price on the day prior to the date of grant plus interest at a rate not less than the bank rate till the date of exercise.

Employee Stock Grant Scheme

The shareholders have on March 18, 2011, approved a new Employee Stock Grant Scheme( ESGS 2011). The Scheme envisages the issue of up to 25,00,000 fully paid equity shares at a nominal value of Rs. 1 each in the Company to certain eligible employees of the Company and / or its subsidiaries. In terms of the ESGS 2011, the HR & Compensation Committee has approved the granting of 1,09,632 Stock Grants to eligible employees of the Company with effect from June 1, 2011. In terms of the above scheme, one stock grant represents one equity share of the Company.

The equity shares shall vest in the employees on the dates as given hereunder.

No. of grants Vesting date

36,544 May 31, 2012

36,544 May 31, 2013

36,544 May 31, 2014

Total Grant: 1,09,632

The eligible employees shall be entitled to exercise the options vested in them, within one month from the date of vesting or such dates as may be determined by the HR & Compensation Committee. The exercise price shall be Rs. 1/- per equity share. The equity shares vested in the eligible employees shall be allotted on payment of the exercise price. Since the options have been allotted after the financial year to which this report relates, the details of the options allotted under ESGS 2011, as also the disclosures in compliance with clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are not applicable for the financial year 2010-11.

Directors

Ms. Rama Bijapurkar resigned from the Board of your Company with effect from close of business hours on October 30, 2010. The Board places on record her extra-ordinary service to the Board and Company over a period of nine years.

In accordance with Article 130 and 131 of the Articles of Association of your Company, Dr. Omkar Goswami and Mr. Jamshyd Godrej retire by rotation and being eligible, offer themselves for re-appointment.

Ms Tanya Dubash, Ms Nisaba Godrej and Mr Narendra Ambwani were appointed additional directors with effect from May 2, 2011 and will hold offce upto the date of the Annual General Meeting pursuant to Section 260 of the Companies Act, 1956. Pursuant to Section 257 of the Companies Act, 1956, the Company has received a notice from a member signifying his intention to propose the candidature of Ms Tanya Dubash, Ms Nisaba Godrej and Mr. Narendra Ambwani as directors in the ensuing Annual General Meeting. Accordingly resolutions for all the aforesaid reappointments/appointments are included in the notice of the Annual General Meeting.

Listing

The shares of your Company are listed at The Bombay Stock Exchange Limited and The National Stock Exchange of India Ltd. The annual listing fee has been paid to each of the above exchanges before the due date.

Auditors

The Auditors, Kalyaniwalla & Mistry, Chartered Accountants, Mumbai, retire and offer themselves for re- appointment.

Pursuant to directions from the Department of Company Affairs, M/s. P. M. Nanabhoy & Co., Cost Accountants have been appointed as Cost Auditors for the year 2010-11. They are required to submit the report to the Central Government within 180 days from the end of the accounting year.

Directors Responsibility Statement

Pursuant to the provisions contained in section 217 (2AA) of the Companies Act, 1956, your Directors, based on the representation received from the Operating Management, and after due enquiry, confrm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) that they have selected such accounting policies and applied them consistently and made judgements

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 and of the proft of the Company for that period;

c) that they have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

d) that they have prepared the annual accounts on a going concern basis.

Additional Information

Annexure B to this Report gives the information in respect of conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo, required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forms a part of the Directors Report.

Information as per Section 217(2A) of the Companies Act,1956 read with the Companies ( Particular of Employees) Rules, 1975 forms part of this Report. As per provisions of Section 219(1)(b)(iv) of the Companies Act,1956, the Report and Accounts are being sent to the Shareholders of the Company, excluding the statement of particulars of the employee under Section 217(2A) of the Companies Act,1956. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Offce of the Company.

The notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation.

Group for Interse Transfer of Shares

As required under Clause 3(1)(e) of the Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeovers) Regulations, 1997 persons constituting "Group" (within the meaning as defned in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulation 10 to 12 of the aforesaid Regulations, are given in the Annexure C attached herewith and forms part of this Annual Report.

Corporate Governance

The Company continues to enjoy a Corporate Governance Rating of CGR2+ (pronounced as CGR2 plus) and a Stakeholder Value Creation and Governance Rating of SVG1 (pronounced as SVG 1). The + sign

indicates relatively higher standing within the category indicated by the rating. The above ratings are on a rating scale of 1 to 6, where 1 is the highest rating.

The two ratings evaluate whether a Company is being run on the principles of Corporate Governance and whether the practices followed by the Company lead to value creation for all its shareholders.

The CGR2 rating is on a rating scale of CGR1 to CGR6 where CGR1 denotes the highest rating. The CGR2+ rating implies that in ICRAs current opinion, the rated Company has adopted and follows such practices, conventions and codes as would provide its financial stakeholders a high level of assurance on the quality of corporate governance.

The SVG1 rating is on a rating scale of SVG1 to SVG6 where SVG1 denotes the highest rating. The SVG1 rating implies that in ICRAs current opinion, the Company belongs to the highest category on the composite parameters of stakeholder value creation and management as also corporate governance practices

Pursuant to Clause 49 of the Listing Agreements, the Management Discussion and Analysis Report and the Report on Corporate Governance are included in the Annual Report. The Auditors Certifcate certifying the Companys compliance with the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement, is attached as Annexure D and forms part of this Annual Report.

Acknowledgement

Your Directors wish to place their sincere thanks to the Union Government and the Governments of Maharashtra, Madhya Pradesh, Tamil Nadu, Pondicherry, Jammu & Kashmir, Himachal Pradesh, Assam, Meghalaya and Sikkim, as also to all the Government agencies, banks, customers, shareholders, vendors and other related organisations who, through their continued support and co-operation, have helped, as partners, in your Companys progress.

For and on behalf of the Board of Directors

Adi Godrej

Chairman

Mumbai, May 2, 2011


Mar 31, 2010

The Directors have pleasure in presenting their Report along with the Audited Accounts for the year ended on March 31, 2010.

Operating Results

Your Companys financial performance for the year under review has been encouraging and is summarised below:

This year Previous Year Rs. Crore Rs. Crore

Sales (net of excise duty) 1267.9 1084.3

Other operating income - 3.7

Other Income 50.6 44.0

Total Income 1318.5 1132.0

Total Expenditure other than Interest 1001.9 922.9 and Depreciation

Profit before Interest, Depreciation 316.6 209.1 and Tax

Depreciation 13.7 14.4

Profit before Interest and Tax 302.9 194.7

Interest and Financial Charges (net) 3.7 8.8

Profit before Tax 299.2 185.9

Provision for tax:

Current tax 48.9 21.1

Deferred tax 2.2 3.2

Fringe Benefit Tax - 0.7

Profit after tax 248.1 160.9

Tax adjustments in respect of - 0.6 previous years

Profit after tax and tax 248.1 161.5 adjustments for previous years

Surplus brought forward 98.1 73.2

Amount available for appropriation 346.2 234.7

Appropriation

Your Directors recommend appropriation as under:

This Year Previous Year Rs. Crore Rs. Crore

Interim Dividend 125.9 83.7

Proposed Final Dividend - 19.3

Tax on distributed profits 21.4 17.5

Transfer to General Reserve 24.8 16.2

Surplus Carried Forward 174.1 98.0

Total Appropriation 346.2 234.7

Dividend

For the year 2009-10, three interim dividends were paid on shares of face value Re.1 each - Re.1 per share on August 17, 2009, Re.1 per share on November 24, 2009 and Re.1 per share on February 15, 2010.

In addition to the above, the Board of Directors has also declared a fourth interim dividend on April 26, 2010 at the rate of Rs. 1.25 per share on equity shares of nominal value Re.1 each. The record date for the same has been fixed as May 4, 2010.

The total dividend payout for the year ended March 31, 2010 stands at Rs.4.25 per share (425% on shares of the face value of Re.1/- each).

Your Directors recommend that the aforesaid interim dividends aggregating to Rs.4.25 per share on shares of face value Re.1 each be declared as final dividend for the year ended on March 31, 2010.

Review of Operations

During the year under review your Company earned Profit After Tax (PAT) of Rs.248.1 crore.

The comparison of the current years Sales with the previous year is given in table 1 below.

Sales of Godrej brands have increased by 19 percent from Rs.1040.9 crore in 2008-09 to Rs.1239.4 crore in 2009-10.

A detailed analysis of your Companys performance is contained in the Management Discussion and Analysis Report.

Table 1: Comparison of Current year sales with the previous year

(Rs. Crore)

Particulars of Sale Year Year % Increase ended ended /(decrease) 31-Mar-10 31-Mar-09

Soaps 828.4 705.6 17%

Hair Colour 274.5 230.4 19%

Toiletries 83.2 62.0 34%

Liquid Detergents 53.3 42.9 24%

Godrej Brands 1239.4 1040.9 19%

Contract Manufacturing - 8.2 -

By-products 28.5 35.2 (19%)

Total 1267.9 1084.3 17%

Acquisitions

49% stake in Godrej Sara Lee Ltd.

The Honorable High Court of Judicature at Bombay has vide order dated October 8, 2009, sanctioned the Scheme of amalgamation of Godrej ConsumerBiz Ltd. (GCBL) and Godrej Hygiene Care Ltd. (GHCL) with Godrej Consumer Products Ltd. (GCPL). The appointed date of the Scheme was June 1, 2009 and the effective date, was October 15, 2009 (being the date on which the certified copy of the court order was filed with the Registrar of Companies, Mumbai).

GCBL and GHCL held 29% and 20% respectively in Godrej Sara Lee Ltd. (GSLL), which is a 49:51 unlisted joint venture company between the Godrej Group and Saralee Corporation, USA.

Pursuant to the amalgamation, the assets and liabilities of GCBL and GHCL have been transferred to GCPL with effect from the appointed date and therefore GCPL holds 49% stake in the equity of GSLL.

In terms of the Scheme, Godrej & Boyce Mfg. Co. Ltd., (G&B) and Godrej Industries Ltd. (GIL), the shareholders of GCBL and GHCL respectively, were to be issued and allotted 10 shares in GCPL for every 11 shares held by them in GCBL and GHCL respectively. Accordingly, GCPL has issued and allotted 3,02,96,727 equity shares of face value Re.1 each to G&B and 2,09,39,409 equity shares of face value Re.1 each to GIL. The new shares aggregating to 5,12,36,136 rank pari passu with the existing equity shares.

Consequent to the above allotment of shares, the issued and paid-up equity share capital of GCPL stands increased to 30,81,90,044 equity shares of face value of Re.1 each aggregating Rs.30,81,90,044.

Performance of GSLL in FY 2009-10

Godrej Sara Lee Ltd. has recorded a growth of 20% in gross sales and 31% in Profit after Tax over the previous year. Good knight Active plus initiative was a great success and recorded a good sales growth. Other new initiatives in household insecticides category viz., GoodKnight Naturals and GK Advanced Coils were able to get a good consumer response. The Company witnessed a strong market share increase in Electrics and Aerosol formats in household insecticide category during the year.

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 Bangladesh, Sri Lanka and Nepal.

Tura, Nigeria

In March 2010, your Company entered into an agreement to acquire Tura from the Tura Group, Nigeria. Tura, a household name in many African markets, is a market-leading personal care brand with a range of products that distributes a range of products including soaps, moisturising lotions and skin-toning creams. Its medicated bar soap is amongst the top three in its category in Nigeria. The acquisition will serve as a strong platform for introducing your Companys portfolio into Nigeria and other Western African countries.

Megasari, Indonesia

After the close of the financial year, your Company has entered in to an agreement to acquire PT. Megasari Makmur Group and its distribution company in Indonesia. Megasari Group manufactures and distributes a wide range of household products including household insecticides, wet tissues and air fresheners. Megasari Groups products are market leaders in Indonesia in most of the categories that the company participates in. Megasari Group provides your Company a strong platform to establish a significant foothold in Indonesia, which is among the largest consumer markets in Asia. Given Megasari Groups leading position in household product categories in Indonesia and the Godrej Groups strong presence in this category in India, we believe this acquisition will provide significant synergies and create value for shareholders.

Subsidiaries

Keyline Brands Limited, UK posted a turnover of GBP 29.0 million and a profit after tax of GBP 2.8 million (as per local GAAP).

Rapidol Pty. Limited, South Africa posted a turnover of ZAR 113.2 million and a profit after tax of ZAR 20.6 million.

Godrej Global Mideast FZE posted a turnover of AED 13.6 million and a profit after tax of AED 0.7 million.

Kinky Group Pty. Ltd. posted a turnover of ZAR 117.6 million and a profit after tax of ZAR 14.9 million (as per local GAAP).

Your Company had made an application to the Central Government pursuant to Section 212 of the Companies Act, 1956 for seeking exemption from attaching with its accounts the individual accounts of each of the subsidiaries. The application was made in respect of the following 10 subsidiaries as on the date of the application viz., Godrej Netherlands B.V, Godrej Consumer Products (UK) Limited, Keyline Brands Limited, Inecto Manufacturing Limited, Rapidol Pty. Limited, Godrej Global Mideast FZE, Godrej Consumer Products (Mauritius) Limited, Godrej Kinky Holdings Limited, Kinky Group Pty. Ltd. and Godrej Hygiene Products Limited.

Accordingly the Central Government gave its approval and exempted your Company from attaching to its accounts, the individual accounts of each of the above subsidiaries.

The accounts of the subsidiary companies and the related detailed information will be made available to any shareholder seeking such information at any point of time. The accounts of the subsidiary companies are uploaded in the website of the Company viz., www.godrejcp.com and are also available for inspection by any shareholder at the registered office of the Company or at the registered offices of the subsidiary companies.

In respect of the following companies which were 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 pursuant to Section 212 of the Companies Act, 1956.

Name of the Place of Date of incorporation Company incorporation as subsidiary

Godrej Nigeria Mauritius February 24, 2010 Holdings Limited

Godrej Consumer Mauritius February 23, 2010 Products Holding (Mauritius) Ltd.

Godrej Nigeria Nigeria March 26, 2010 Limited

Godrej Consumer Netherlands March 24, 2010 Products Dutch Cooperatief U.A. (Netherlands)

Godrej Consumer Netherlands March 31, 2010 Holdings (Netherlands) B.V

Godrej Consumer Netherlands March 31, 2010 Products (Netherlands) B.V

Out of the above six subsidiaries, the following companies viz., Godrej Nigeria Limited, Godrej Consumer Products Dutch Cooperatief U.A. (Netherlands), Godrej Consumer Holdings (Netherlands) B.V and Godrej Consumer Products (Netherlands) B.V are yet to issue their capital and they did not carry out any operations during the year under review. Hence, the financial statements of these subsidiaries were not required to be prepared and annexed to your Companys Annual Report. The accounts of the balance two subsidiaries viz., Godrej Nigeria Holdings Limited and Godrej Consumer Products Holding (Mauritius) Ltd. forms part of the Annual Report and the accounts of Godrej Consumer Products Ltd.

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, also forms part of the Annual Report and accounts of your Company.

In accordance with the conditions stipulated by the Ministry of Corporate Affairs, while granting exemption from attaching the individual accounts of some of the subsidiaries, a one page financial summary for those subsidiaries is disclosed in the consolidated balance sheet.

Employee Stock Option Plan

The shareholders of the Company vide special resolution passed on March 14, 2007 approved the setting up of Godrej Consumer Products Ltd. Employee Stock Option Plan (GCPL ESOP). Pursuant to the approvals received in the above meeting and in the meeting dated April 24, 2008, the Company can grant 45,00,000 stock options convertible into 45,00,000 equity shares of the nominal value Re.1 each to the eligible employees/directors of the Company and of the Companys subsidiaries.

The GCPL ESOP is administered by a trust set up for this purpose viz., Godrej Consumer Products Ltd. Employee Stock Option Trust.

As on March 31, 2010, 28,34,000 options convertible into 28,34,000 shares of nominal value of Re.1 each are outstanding in respect of options granted to employees of the Company.

Date of Grant Unvested Options outstanding

02-04-07 5,50,000

12-07-07 1,10,000

11-12-07 25,000

25-03-08 5,55,000

05-05-08 50,000

06-06-08 4,50,000

23-06-08 2,40,000

05-01-09 60,000

18-06-09 3,04,000

30-06-09 3,40,000

13-08-09 1,00,000

03-09-09 34,000

15-12-09 16,000

Total 28,34,000

The details of the Options allotted under GCPL ESOP, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure A to this report.

Since the exercise price of GCPL options is the last closing price on the stock exchange, there is no compensation cost in Financial Year 2009-10 based on the intrinsic value of the options.

Ratings

The Company continues to enjoy a Corporate Governance Rating of CGR2+. (pronounced as CGR2 plus) and a Stakeholder Value Creation and Governance Rating of SVG1 (pronounced as SVG 1). The + sign indicates relatively higher standing within the category indicated by the rating. The above ratings are on a rating scale of 1 to 6, where 1 is the highest rating.

The two ratings evaluate whether a Company is being run on the principles of Corporate Governance and whether the practices followed by the Company lead to value creation for all its shareholders.

The CGR2 rating is on a rating scale of CGR1 to CGR6 where CGR1 denotes the highest rating. The CGR2+ rating implies that in ICRAs current opinion, the rated Company has adopted and follows such practices, conventions and codes as would provide its financial stakeholders a high level of assurance on the quality of corporate governance.

The SVG1 rating is on a rating scale of SVG1 to SVG6 where SVG1 denotes the highest rating. The SVG1 rating implies that in ICRAs 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 effect from close of business hours on April 30, 2010 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.

In accordance with Article 130 and 131 of the Articles of Association of your Company, Ms Rama Bijapurkar, Mr. Bharat Doshi and Mr.Nadir Godrej retire by rotation and being eligible, offer themselves for reappointment.

Listing

The shares of your Company are listed at The Bombay Stock Exchange Limited and The National Stock Exchange of India Ltd. The annual listing fee has been paid to each of the above exchanges before the due date.

Auditors

The auditors, Kalyaniwalla&Mistry, Chartered Accountants, Mumbai, retire and offer themselves for re-appointment.

Pursuant to directions from the Department of Company Affairs, P. M. Nanabhoy & Co. Cost Accountants have been appointed as Cost Auditors for the year 2009-10. They are required to submit the report to the Central Government within 180 days from the end of the accounting year.

Directors Responsibility Statement

Pursuant to the provisions contained in Section 217 (2AA) of the Companies Act, 1956, your Directors, based on the representation received from the Operating Management, and after due enquiry, confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) that they have selected such accounting policies and applied them consistently and made judgements 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 and of the profit of the Company for that period;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

d) that they have prepared the annual accounts on a going concern basis.

Additional Information

Annexure B to this Report gives the information in respect of conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo, required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forms a part of the Directors Report.

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 forms part of this Report. As per provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the Shareholders of the Company, excluding the statement of particulars of the employee under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

The notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation.

Group for Interse Transfer of Shares

As required under Clause 3(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulation 10 to 12 of the aforesaid Regulations, are given in the Annexure C attached herewith and forms part of this Annual Report.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreements, the Management Discussion and Analysis Report and the Report on Corporate Governance are included in the Annual Report. The Auditors Certificate certifying the Companys compliance with the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement, is attached as Annexure D and forms part of this Annual Report.

Acknowledgement

Your Directors wish to place their sincere thanks to the Union Government and the Governments of Maharashtra, Madhya Pradesh, Assam, Himachal Pradesh and Sikkim, as also to all the Government agencies, banks, customers, shareholders, vendors and other related organisations who, through their continued support and co-operation, have helped, as partners, in your Companys progress.

For and on behalf of the Board of Directors

Adi Godrej

Chairman

Mumbai, April 26, 2010

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