About
Godrej Consumer Products Ltd
Godrej Consumer Products Ltd (GCPL) is one of the leading Fast Moving Consumer Goods (FMCG) companies in India. The company has five product segments namely Household Insecticides, Soaps, Hair Colours, Liquid Detergents and Air Fresheners. The company has manufacturing facilities at Malanpur in Madhya Pradesh, Baddi in Himachal Pradesh, Guwahati in Assam and Namchi in Sikkim. The company has established a strong international presence through a slew of acquisitions over the years. GCPL is among the largest household insecticide and hair care players in emerging markets. In household insecticides, it is the leader in India and the second largest player in Indonesia. GCPL is the leader in serving the hair care needs of women of African descent, the number one player in hair colour in India and Sub-Saharan Africa, and among the leading players in Latin America. GCPL ranks number two in soaps in India. It is the number one player in air fresheners and wet tissues in Indonesia.
The company is among the largest marketer of toilet soaps in the country with leading brands such as Cinthol, Fairglow, and Godrej No 1. Fairglow, India's first fairness soap created marketing history as one of the most successful innovations. The company is also the leader in the hair colour category in India. They are having a vast product range from Godrej Renew Colourssoft Liquid Hair Colours, Godrej Liquid & Powder Hair Dyes to Godrej Kesh Kala Oil, Nupur based Hair Dyes. Their Liquid Detergent brand EZEE is the market leader in that category.
Godrej Consumer Products Ltd was incorporated on November 29, 2000 as a public company and was promoted by Godrej & Boyce Manufacturing Company. The liabilities and assets pertaining to the consumer products business of Godrej Soaps Ltd together with the factories situated at Malanpur and Silvassa along with the marketing, selling, distribution and related facilities have been transferred to the company with effect form April 1, 2001. Also, the company set up a new factory at Guwahati in Assam for manufacture of hair colour and toiletries during the year 2001-02.
During the year 2002-03, the company launched Godrej No. 1 Ayurvedic soap and Godrej FairGlow Saffron in the southern markets of Karnataka and Andhra Pradesh. Also, they entered the unbranded mehendi powder market by launching 100 per cent natural mehendi branded 'Godrej Nupur'. In May 2003, the company acquired the trademark and copyright relating to the brand Snuggy for a total consideration of Rs 5.9 crore and re-launched as Godrej Snuggy baby diapers in the market. The company commenced commercial production at their manufacturing unit at Baddi in Himachal Pradesh.
During the year 2005-06, the company launched many major products which include Cinthol Deo Soap, Godrej Renew Cream Hair Colour, Godrej Herbal Powder Hair Dye, Cinthol Hand Sanitiser, Godrej Shave Gel and Godrej Snuggy baby diapers. In October 2005, the company acquired 100% ownership in Keyline Brands Ltd, a UK based FMCG. This acquisition gives the company, ownership of several international strong brands and trademarks including Cuticura, Erasmic and Aaprt in many countries.
During the year 2006-07, the company commenced commercial production at their two new manufacturing units, one at Baddi in Himachal Pradesh for manufacture of toilet soap and the other at Namchi in Sikkim for manufacture of Powder Hair Colours. In September 2006, the company acquired the South African business of Rapidol, UK with their subsidiary Rapidol International. In March 2007, they formed a 50:50 joint venture company known as Godrej SCA Hygiene Ltd along with SCA Hygiene Products AB, Sweden which will manufacture and market paper based absorbent hygiene products, specifically sanitary napkins and baby diapers, in India, Nepal and Bhutan.
During the year 2007-08, the company launched Godrej No 1 soap in Papaya and Lotus variant and Godrej Renew Powder Hair Colour. They re-launched their flagship brand Cinthol in a new range of soaps, talc and deo sprays. Cinthol Regular and Fresh soaps were also launched in an attractive new packaging. Their joint venture company, Godrej SCA Hygiene Ltd launched Libero baby diapers, Tena and Libresse and also they re-launched Snuggy brand as 'Snuggy Dry' in the states of Kerala and Tamil Nadu.
The company has been awarded the Platinum prize in the Hair Dye category by Readers Digest in the 'Trusted Brand - Asia 2007' awards. There were ranked 6th in the 'Best Employers Study' conducted by Hewitt Associate along with The Economic Times, 9th in the Great Places to Work survey conducted by Great Places to Work Inc., USA in 2008 and 14th on the Best Companies to Work For in India Survey conducted by Business Today and Mercer TNS. Malanpur factory won the Platinum Award in the India Manufacturing Excellence Awards (IMEA) by Frost & Sullivan, in the Chemicals Category and also received a commendation certificate for Strong Commitment to Excel in the CII-EXIM Bank Award for Business Excellence.
In October 2007, the company acquired Global Mid East FZE which was 100% subsidiary of Godrej International Ltd. In April 208, the company acquired 100% stake in Kinky Group Properties Ltd, South Africa which is one of the leaders in South African Hair Category. This acquisition gives the company an opportunity to enter into a new line of business and diversify their hair product portfolio. In May 2008, the company commenced commercial production in their new Chemical and Soap Noodle Plant at Malanpur in Madhya Pradesh.
On 2 December 2010, Godrej Consumer Products Ltd (GCPL) announced that it has acquired a 100% stake in Naturesse Consumer Care Products Limited (NC) and Essence Consumer Care Products Limited (EC) from Muskan Projects Private Limited for an undisclosed amount. NC and EC own the brands Swastik and Genteel respectively.
On 12 March 2010, Godrej Consumer Products Ltd (GCPL) announced that it has entered into an agreement to acquire Tura from the Tura Group. Tura, a household name in many African markets, is a market-leading personal care company that manufactures and 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 GCPL's portfolio into Nigeria and other Western African countries.
On 17 May 2010, GCPL announced that it has completed the acquisition of PT. Megasari Makmur Group and its distribution company in Indonesia. Earlier on 6 April 2010, GCPL had announced that it has entered into 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 Group's products are market leaders in Indonesia in most of the categories that the company participates in. The acquisition is expected to be very accretive for GCPL in year one itself and has been funded by overseas debt at a very attractive price.
On 23 May 2010, GCPL had announced an agreement to acquire a 100% stake in Laboratoria Cuenca, Consell SA, Issue Uruguay and Issue Brazil (Collectively referred to as Issue Group'). The Issue brand enjoys volume leadership in Argentina with a market share in excess of 20%. The business had revenue of over 33 million USD in 2009.
On 2 June 2010, Godrej Consumer Products Ltd (GCPL) announced that it has entered into an agreement to acquire 100% stake in Argencos, the No.1 Hair styling spray company in Argentina with its brand Roby'. Argencos is one of the largest players in the kit format in hair colours with a market share of 17% in the format.
On 1 June 2011, Godrej Consumer Products Ltd (GCPL) announced that it has entered into an agreement for the rights to acquire 51% stake in Darling Group Holdings that operates in 14 countries across sub-Saharan Africa. The Darling Group manufactures and distributes the full range of hair extension products - which is among the largest hair care categories in Africa. Darling Group's brands Darling' and Amigos' are market leaders in almost all of the countries that the Group operates in.
On 23 March 2011, Godrej Household Products Ltd. (GHPL), a 100% subsidiary of Godrej Consumer Products Ltd (GCPL), announced that Sara Lee Corporation has terminated GHPL's license for Kiwi (shoe care) and Kiwi Kleen brands in India and Sri Lanka with effect from 3 April 2011. Consequent to the termination, Sara Lee will pay GHPL a consideration of Rs 177 crore.
On 31 March 2011, Godrej Consumer Products Ltd. (GCPL) announced the completion of merger of Godrej Household Products Ltd. (GHPL) with GCPL. This merger consolidates GCPL's position in the Indian FMCG space, making it the largest home grown home and personal care portfolio in India and the second largest household insecticides company in Asia (ex Japan). Earlier, the Board of Directors of GCPL had in October 2010 approved the merger of GHPL with GCPL subsequent to GCPL's acquisition of the entire remaining 51% stake of joint venture partner Sara Lee Corp in Godrej Sara Lee (GSLL). Godrej Sara Lee is the leading household insecticide player in India with brands like Good Knight and Hit. This acquisition further consolidates GCPL's position in the Indian FMCG space making it the largest Indian home and personal care portfolio in India after the MNC's. GSLL was later renamed Godrej Household Products Limited (GHPL).
On 21 January 2012, GCPL announced that it has entered into an agreement to acquire 60% stake in Cosmetica Nacional, a market leading hair colorant and cosmetics company in Chile. The company has a strong portfolio of brands in the hair care and color cosmetics segments. With its brands well positioned across income and age levels, Cosmetica Nacional enjoys greater than 30% market share (by volume) in the hair colorant space. Cosmetica Nacional had sales of about 36 million US dollars in the year 2011 and enjoys EBITDA margins of about 20%.
On 17 September 2012, GCPL announced its independent foray into the air care category with the launch of a range of home and car air fresheners under the aer' brand.
On 24 September 2012, Godrej Consumer Products informed the stock exchanges that it has entered into an agreement for exclusive rights to include the hair extensions business in Kenya and exports to other East Africa geographies in its partnership with the Darling Group. The transaction is expected to close after obtaining necessary regulatory approvals. The Godrej Darling business will include about 65% of the overall Darling Group business.
On 31 December 2012, Godrej Consumer Products Ltd (GCPL) announced that Keyline Brands Limited, its subsidiary in the United Kingdom, has acquired the Soft & Gentle brand from Colgate-Palmolive. Soft & Gentle is the UK's 4th largest female deodorant brand (by market share) and retains strong brand equity with retailers and consumers in the UK. The brand offers a truly feminine' position in the market on an innovative fragrance platform.
On 18 February 2013, Godrej Consumer Products Ltd (GCPL) announced the launch of a new product in the household insecticide market viz. HitAnti roach gel. Positioned as an effective and effortless remedy against cockroach menace, the gel based insecticide aims at eradicating the cockroach problem from its roots, giving a relief for up to 45 days with each application.
On 3 October 2013, GCPL announced the launch of a new product in the household insecticide market viz. Goodknight Fast Card. The highlight of Goodknight Fast Card is that it burns for just three minutes but is effective against mosquitoes for nearly four hours.
On 13 October 2013, GCPL announced new packaging and fresh look for its flagship Cinthol brand. GCPL simultaneously announced the launch of shower gels under the Cinthol brand to cater to vibrant, energetic and young India.
In 2014, GCPL announced the extension of the Godrej No.1 brand into the face wash category. For the first time in India, GCPL introduced a face wash in a multiuse sachet.
On 17 June 2014, GCPL unveiled five clean, green, happy products under the Protekt range comprising a hand sanitizer, three handwashes and a skin spray mosquito repellent.
On 6 January 2015, Godrej Consumer Products Limited (GCPL) announced that it has entered into an agreement with Frika Hair (Pty) Limited, for the acquisition of 100% equity stake in its hair extensions business in South Africa. Frika Hair (Pty) Limited enjoys a premium position in the South African market. It has particular strengths in the Western Cape, Eastern Cape and Gauteng, and is the market leader in key accounts in organised retail. In 2014, net sales of the company was approximately ZAR 73 million. This acquisition helps GCPL in consolidating its presence in the hair extensions market in South Africa. On 2 March 2015, GCPL announced that it has completed the acquisition of 100% of the business of Frika Hair (Pty) Limited in South Africa.
On 24 February 2015, GCPL informed the stock exchanges that the company has entered into an agreement with the Darling Group for increasing its shareholding in Darling South Africa and Mozambique businesses to 90% in line with its intent of gradually scaling up its ownership in the Darling businesses.
On 3 February 2016, Godrej Consumer Products Limited (GCPL) announced that its subsidiary has entered into an agreement with Canon Chemicals Limited, for the acquisition of a majority equity stake in its business in Kenya. Canon Chemicals Limited, a Kenya based company, manufactures and distributes products in the personal and home categories. Its major brand is Valon, a petroleum jelly. In 2015, the annualised revenue of the business was KSh 1,146 million. This acquisition helps GCPL in further building its presence in the Sub Saharan Africa market.
On 9 March 2016, GCPL announced that the company through its subsidiary has increased its stake from 51% to 90% in DGH Phase Two Mauritius. DGH Phase Two Mauritius is an investment holding company incorporated on 9 May 2012 in Mauritius. The company clocked revenue of USD 2.7 million in FY 2015.
On 28 April 2016, GCPL announced that it has completed the acquisition of 100% equity stake in Strength of Nature LLC, USA, through a wholly owned subsidiary of the company. Earlier, on 1 April, 2016, GCPL announced that it has entered into an agreement to acquire Strength of Nature LLC (SON), a leading company of hair care products for women of African descent. SON, a USA based company with a significant presence in Africa and the Caribbean, is one of the fastest growing companies in the hair care category for women of African descent. This acquisition is a further step to accelerate GCPL's global 3 by 3 strategy and scale up its presence in Africa by being at the forefront of serving the hair care needs of women of African descent. The acquisition is expected to be EPS accretive for GCPL from year one itself.
On 15 July 2016, GCPL announced the launch of new germ protection soap Godrej No.1 Germ Protection soap. The Godrej No.1 Germ Protection Soap packs the benefits of two powerful natural ingredients into one- Neem and Coconut Milk. Neem is a natural germ fighter and Coconut Milk is a skin moisturiser.
On 2 August 2016, GCPL announced that the company through its subsidiary has acquired 100% stake in Hair Credentials Zambia. This entity will commence its operations through a licensing arrangement in Zambia.
On 20 December 2016, Godrej Consumer Products Ltd. (GCPL) announced that the company through its subsidiary has increased its stake in Charm Industries to 100% from 51%. Charm Industries is a manufacturing company incorporated in Kenya. It clocked turnover of USD 1.85 million in FY 2015-16.
On 14 March 2017, Godrej Consumer Products Ltd. (GCPL) announced that the company through its subsidiary has increased its stake in Weave Senegal from 51% to 100% and has also reduced one layer of non-operational investment holding company in Mauritius. Weave Senegal manufactures and markets hair and skin care products in Senegal. Earlier, 2 August 2016, GCPL had announced that the company through its wholly owned subsidiary had entered into joint venture with the Darling group to manufacture and market hair care products in Senegal through a newly formed company viz. Weave Senegal.
On 18 July 2017, Godrej Consumer Products Ltd. (GCPL) unveiled professional hair offering under the brand Godrej Professional. Godrej Professional offers a complete care range comprising of shampoos, masks and styling serums.
During the year 2017-18, Godrej Peru Limited and Godrej Consumer Products Malaysia Limited became subsidiaries of the Company. Plasticos Nacional, Godrej Consumer Products Mauritius Ltd and Godrej Consumer Products US Holding Ltd have ceased to be subsidiaries of the Company on account of merger during the year 2018. The Company during the year 2017-18, got into the professional hair care with the launch of Godrej Professional. It introduced Power Chip, an electric solution infused with unique gel technology, and a higher efficacy liquid vapouriser and 100% natural mosquito repellent incense sticks in Goodknight.
During the year 2018-19, Godrej CP Malaysia Bhd. became a subsidiary of Company. Argencos SA on account of its merger with Laboratoria Cuenca and Godrej Consumer Products UK Ltd. on account of divestment of stake in that Company have ceased to be the subsidiaries of the Company. Godrej Easy IP Holding Ltd. has ceased to be the Joint Venture of Company. During the year 2019, the Company launched Long Lasting Paper (LLP) into the household insecticides; it launched HIT Roach Aerosol, as part of strategy to address market whitespaces by getting into other pests; In air care, it launched the parfumist platform, a range of premium air fragrancing solutions. It launched a new Matic during the festive Lebaran season, aimed at driving upgrades in-home, and Twist, a car dashboard solution, aiming to drive car air freshener penetration.
During the year 2019-20, Godrej Household Insecticide Nigeria Limited ceased to be the subsidiary of the Company effective from March 19, 2020; Godrej Consumer Products Malaysia Limited ceased to be the subsidiary of the Company effective from October 7, 2019. During the year 2019-20, Godrej Africa Holdings Limited, a wholly owned subsidiary of Company acquired additional 5% stake in the Darling Group Holding Company, namely Godrej West Africa Holdings Limited, which is a 100% holding Company of Subinite (Pty) Limited and Weave Mozambique LDA. Post this acquisition, the total stake of the Company in Godrej West Africa Holdings Limited increased from 90% to 95%. Similarly, Godrej Mauritius Africa Holdings Limited, a wholly owned subsidiary of your Company acquired additional 5% stake in the Darling Trading Company Mauritius Limited which is a 100% holding Company of Godrej Consumer Products International FZCO. Post this acquisition, the total stake of Company in Darling Trading Company Mauritius Limited increased from 90% to 95%.
During the year 2020-21, Godrej Hair Care Nigeria Limited ceased to be the subsidiary of the Company effective from April 15, 2020. Godrej Hair Weave Nigeria Limited ceased to be the subsidiary of the Company effective from April 24, 2020. Godrej International Trading Company ceased to be the subsidiary of the Company effective from January 20, 2021 and SON South Africa (Pty) Limited ceased to be the subsidiary of Company with effect from November 11, 2020. During the year 2021, the Company acquired balance 25% stake in Canon Chemicals, Kenya on May 15, 2020. In Chile, the Company launched Bidex, a new range of sanitisation products during year 2020.
During the year 2021-22, Style Industries Uganda Limited ceased to be the subsidiary of the Company effective from August 3, 2021; Indovest Capital ceased to be the subsidiary of the Company effective from December 27, 2021. Bhabani Blunt Hair Dressing Private Limited has ceased to be an associate of the Company effective from February 14, 2022. Godrej Consumer Care Limited was incorporated as a wholly owned subsidiary of the Company w.e.f. January 4, 2022. The Company during 2021, scaled up the D2C businesses; it launched Diva Store, a D2C store in South Africa.
During the year 2022-23, Company acquired the business of Raymonds Consumer Care Limited (RCCL) through slump sale basis at a consideration of Rs 2825 crores effective on May 08, 2023. DGH Uganda ceased to be the subsidiary of the Company with effect from November 20, 2022. The Company launched access packs of Godrej Expert Rich Crème, Goodknight Mini Liquid Vaporizer, and HIT No-gas Spray in India. In Indonesia, it relaunched an access pack of hero brand HIT Aerosol; launched a low-cost hair colouring solution through general grade.
Godrej Consumer Products Ltd
Chairman Speech
A Letter to Our Shareholders
Dear shareholders,
I hope this letter finds you and your families well and safe.
A second year of the COVID-19 pandemic, the Ukrainian war, China disruptions, and the
Great Resignation have posed several new challenges for our team. We, however, remain
optimistic.
There is a change underway at your company, which I believe will serve us well, both in
the short and longer term. But before I share with you the reasons for my optimism, I want
to reflect on where we are today; the good news, and the bad.
The good news
Despite all the uncertainty, your company delivered on a lot of what we set out to do.
We have progressed well against some of the key priorities outlined in my letter last
year. This is our second year of double-digit sales growth—11% sales growth (2-year
CAGR of 11%). On the category front, Personal Care continued to grow strongly at 17%. From
a geography perspective, our India, Africa, and Latin America businesses delivered strong
growth.
Accessible and innovative products are the DNA of GCPL. Our R&D pipeline continues
to go from strength to strength, and I am excited about the new products that will come to
market in the year ahead. In fact, one of my best moments last year was meeting a consumer
who said that she had tried to buy a product prototype we had given her, at DMART.
I believe the best news of this year (and hopefully for the years to come) is that
Sudhir Sitapati is now the CEO of GCPL. His strategic clarity and excellent execution
capabilities have already started impacting the company positively.
What has delighted me in particular though is his integrity and humility—values
that are core to us at Godrej. I really enjoy working with and learning from him, and look
forward to him taking GCPLto a new level of ambition and achievement.
The bad news
Our performance in Indonesia continued to be disappointing. Getting the business onto
better ground will be a key imperative for the year ahead. Rajesh Sethuraman, our new CEO
for Indonesia, and the rest of the team will have our full support in doing what is
necessary. In our Africa business, we recorded very poor profits in the last quarter due
to a theft of inventory in South Africa. Africa is our business with the lowest
profitability, so we must focus both on expanding margins and making sure we don't have
similar governance issues going forward. Dharnesh Gordhon, CEO for Godrej Africa, USA, and
Middle East, and Adesola Sotande-Peters, our new CFO, are a very experienced leadership
team, and I look forward to their guidance in strengthening the fundamentals of the
business.
While we had turned a corner in Household Insecticides in fiscal year 2021 with 15%
growth globally, and Q1 of fiscal year 2022 was also very strong, overall performance this
year was a big disappointment with fiat growth. We have introduced several initiatives for
the year ahead, including a repositioning ofGoodknight. I lookforward to them driving
growth in the category.
The external environment continues to be very volatile due to high infiation, the Great
Resignation, and climate change. Despite and perhaps even because of all these challenges,
there are significant opportunities to build a more resilient and purposeful organisation.
We are strengthening our leadership capabilities required to navigate these contexts,
and doing more zero-based thinking on how we operate, while continuing to be guided by our
values and principles in decision-making. You will be happy to note that, as always, we do
not change the total fatty matter (TFM) in our soaps, even though the cost of palm oil in
fiscal year 2022 went up by 60%. We do this to maintain the quality that consumers expect
from us.'
1 A high percentage of TFM makes soap last longer and is better on the skin.
What do we need to do now?
Sudhir and the leadership team have crafted very clear plans for your business to
achieve our ambition of double-digit volume growth over the next few years.
Our strategy is to now leverage a more global approach to product innovation and brand
equityfor our Household Insecticides, Hair Colour, and Air Care categories. This will
enable us to leverage the best insights and innovation across the globe quickly and
seamlessly. The early results are very encouraging. Categories like Soaps in India and
Hair Fashion in Africa will continue to be managed locally.
We will focus on Household Insecticides and the growth ofthe Indonesia business, and
margins and governance will be the focus in Africa. We have already made a number of
strategic changes to enable this.
It is most important that we deliver business growth in a more sustainable way, while
continuously working to be more diverse and inclusive, and leveraging digital to reduce
our Cost to Serve.
Over the next few years, we will use digital technology and automation to reimagine and
radically simplify your company. The aim is to become more agile, lean, and empowered,
while also enabling greater cost efficiencies, which will, in turn, create the fuel needed
for growth.
Keeping our people and communities safe has continued to be a critical priority. We
have strengthened safety infrastructure and policies for our on-roll team members and
partners in our channel partner networks.
The second wave of the pandemic in India, for all the devastation it caused, also
showed us the power of communities. I will always remember the deep empathy of our people
across the Godrej ecosystem and howthey supported each other through some of our most
difficult days.
After helping our team members and theirfamilies, business partners, and communities
around our operations get vaccinated against COVID-19, we moved our focus to vaccination
awareness drives for students and low-income and underserved communities in India. We also
pivoted our on-ground CSR programmes to provide COVID-19 relief and livelihood recovery
for people in our ecosystems.
Becoming more diverse and inclusive and truly representing our global consumers and
communities is critical. While we have made some progress in improving the representation
of diverse and underrepresented groups, there is lots more to do. We have the highest
number of women Board members of any listed company in India, and we have improved women
representation in our company to 26%, but we are not at the equal representation we aim
for. This is a specific focus for us now.
We have also introduced various efforts to become inclusive for our LGBTQIA+
colleagues, but the translation from advocacy into hiring has been slow.
Sustainability is core to our strategy and we embed it across our business: our
strategy and operating model, culture, and brands. The World Business Council for
Sustainable Development has crafted 9 pathways for the sustainable transformation of
businesses.
These pathways are aligned with the UN's Sustainable Development Goals that can help
solve 'wicked' social and environmental problems. Our sustainability vision, roadmap, and
action plan for 2025 are aligned with these pathways.
In the first 10 years of our sustainability journey, we focused on sustainability in
production and our operations. As we look at the next 5 years, with all the changes in the
global context, and developments in science, technology, and data, we realise that our
approach needs to pivot to the much broader concept of sustainable consumption.
We are aligning our product, design, and sustainability teams to work closely on a
sustainability framework for developing new products that are greener across the value
chain. Our Sustainability Council at our Board of Directors level continues to oversee
progress and provide direction.
On behalf of the GCPL Board and Management Committee, I want to take this opportunity
to express our deep gratitude to all our people for their passion, leadership, and
exemplary service to Godrej, our consumers, and communities.
To all our customers, business partners, shareholders, investors, and communities, we
greatly value your unwavering partnership and support. It is what has enabled us to emerge
stronger. We will continue to count on your support as our teams and brands unleash some
'magic' in the year ahead.
Nisaba Godrej
Chairman.
  Â
Godrej Consumer Products Ltd
Company History
Godrej Consumer Products Ltd (GCPL) is one of the leading Fast Moving Consumer Goods (FMCG) companies in India. The company has five product segments namely Household Insecticides, Soaps, Hair Colours, Liquid Detergents and Air Fresheners. The company has manufacturing facilities at Malanpur in Madhya Pradesh, Baddi in Himachal Pradesh, Guwahati in Assam and Namchi in Sikkim. The company has established a strong international presence through a slew of acquisitions over the years. GCPL is among the largest household insecticide and hair care players in emerging markets. In household insecticides, it is the leader in India and the second largest player in Indonesia. GCPL is the leader in serving the hair care needs of women of African descent, the number one player in hair colour in India and Sub-Saharan Africa, and among the leading players in Latin America. GCPL ranks number two in soaps in India. It is the number one player in air fresheners and wet tissues in Indonesia.
The company is among the largest marketer of toilet soaps in the country with leading brands such as Cinthol, Fairglow, and Godrej No 1. Fairglow, India's first fairness soap created marketing history as one of the most successful innovations. The company is also the leader in the hair colour category in India. They are having a vast product range from Godrej Renew Colourssoft Liquid Hair Colours, Godrej Liquid & Powder Hair Dyes to Godrej Kesh Kala Oil, Nupur based Hair Dyes. Their Liquid Detergent brand EZEE is the market leader in that category.
Godrej Consumer Products Ltd was incorporated on November 29, 2000 as a public company and was promoted by Godrej & Boyce Manufacturing Company. The liabilities and assets pertaining to the consumer products business of Godrej Soaps Ltd together with the factories situated at Malanpur and Silvassa along with the marketing, selling, distribution and related facilities have been transferred to the company with effect form April 1, 2001. Also, the company set up a new factory at Guwahati in Assam for manufacture of hair colour and toiletries during the year 2001-02.
During the year 2002-03, the company launched Godrej No. 1 Ayurvedic soap and Godrej FairGlow Saffron in the southern markets of Karnataka and Andhra Pradesh. Also, they entered the unbranded mehendi powder market by launching 100 per cent natural mehendi branded 'Godrej Nupur'. In May 2003, the company acquired the trademark and copyright relating to the brand Snuggy for a total consideration of Rs 5.9 crore and re-launched as Godrej Snuggy baby diapers in the market. The company commenced commercial production at their manufacturing unit at Baddi in Himachal Pradesh.
During the year 2005-06, the company launched many major products which include Cinthol Deo Soap, Godrej Renew Cream Hair Colour, Godrej Herbal Powder Hair Dye, Cinthol Hand Sanitiser, Godrej Shave Gel and Godrej Snuggy baby diapers. In October 2005, the company acquired 100% ownership in Keyline Brands Ltd, a UK based FMCG. This acquisition gives the company, ownership of several international strong brands and trademarks including Cuticura, Erasmic and Aaprt in many countries.
During the year 2006-07, the company commenced commercial production at their two new manufacturing units, one at Baddi in Himachal Pradesh for manufacture of toilet soap and the other at Namchi in Sikkim for manufacture of Powder Hair Colours. In September 2006, the company acquired the South African business of Rapidol, UK with their subsidiary Rapidol International. In March 2007, they formed a 50:50 joint venture company known as Godrej SCA Hygiene Ltd along with SCA Hygiene Products AB, Sweden which will manufacture and market paper based absorbent hygiene products, specifically sanitary napkins and baby diapers, in India, Nepal and Bhutan.
During the year 2007-08, the company launched Godrej No 1 soap in Papaya and Lotus variant and Godrej Renew Powder Hair Colour. They re-launched their flagship brand Cinthol in a new range of soaps, talc and deo sprays. Cinthol Regular and Fresh soaps were also launched in an attractive new packaging. Their joint venture company, Godrej SCA Hygiene Ltd launched Libero baby diapers, Tena and Libresse and also they re-launched Snuggy brand as 'Snuggy Dry' in the states of Kerala and Tamil Nadu.
The company has been awarded the Platinum prize in the Hair Dye category by Readers Digest in the 'Trusted Brand - Asia 2007' awards. There were ranked 6th in the 'Best Employers Study' conducted by Hewitt Associate along with The Economic Times, 9th in the Great Places to Work survey conducted by Great Places to Work Inc., USA in 2008 and 14th on the Best Companies to Work For in India Survey conducted by Business Today and Mercer TNS. Malanpur factory won the Platinum Award in the India Manufacturing Excellence Awards (IMEA) by Frost & Sullivan, in the Chemicals Category and also received a commendation certificate for Strong Commitment to Excel in the CII-EXIM Bank Award for Business Excellence.
In October 2007, the company acquired Global Mid East FZE which was 100% subsidiary of Godrej International Ltd. In April 208, the company acquired 100% stake in Kinky Group Properties Ltd, South Africa which is one of the leaders in South African Hair Category. This acquisition gives the company an opportunity to enter into a new line of business and diversify their hair product portfolio. In May 2008, the company commenced commercial production in their new Chemical and Soap Noodle Plant at Malanpur in Madhya Pradesh.
On 2 December 2010, Godrej Consumer Products Ltd (GCPL) announced that it has acquired a 100% stake in Naturesse Consumer Care Products Limited (NC) and Essence Consumer Care Products Limited (EC) from Muskan Projects Private Limited for an undisclosed amount. NC and EC own the brands Swastik and Genteel respectively.
On 12 March 2010, Godrej Consumer Products Ltd (GCPL) announced that it has entered into an agreement to acquire Tura from the Tura Group. Tura, a household name in many African markets, is a market-leading personal care company that manufactures and 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 GCPL's portfolio into Nigeria and other Western African countries.
On 17 May 2010, GCPL announced that it has completed the acquisition of PT. Megasari Makmur Group and its distribution company in Indonesia. Earlier on 6 April 2010, GCPL had announced that it has entered into 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 Group's products are market leaders in Indonesia in most of the categories that the company participates in. The acquisition is expected to be very accretive for GCPL in year one itself and has been funded by overseas debt at a very attractive price.
On 23 May 2010, GCPL had announced an agreement to acquire a 100% stake in Laboratoria Cuenca, Consell SA, Issue Uruguay and Issue Brazil (Collectively referred to as Issue Group'). The Issue brand enjoys volume leadership in Argentina with a market share in excess of 20%. The business had revenue of over 33 million USD in 2009.
On 2 June 2010, Godrej Consumer Products Ltd (GCPL) announced that it has entered into an agreement to acquire 100% stake in Argencos, the No.1 Hair styling spray company in Argentina with its brand Roby'. Argencos is one of the largest players in the kit format in hair colours with a market share of 17% in the format.
On 1 June 2011, Godrej Consumer Products Ltd (GCPL) announced that it has entered into an agreement for the rights to acquire 51% stake in Darling Group Holdings that operates in 14 countries across sub-Saharan Africa. The Darling Group manufactures and distributes the full range of hair extension products - which is among the largest hair care categories in Africa. Darling Group's brands Darling' and Amigos' are market leaders in almost all of the countries that the Group operates in.
On 23 March 2011, Godrej Household Products Ltd. (GHPL), a 100% subsidiary of Godrej Consumer Products Ltd (GCPL), announced that Sara Lee Corporation has terminated GHPL's license for Kiwi (shoe care) and Kiwi Kleen brands in India and Sri Lanka with effect from 3 April 2011. Consequent to the termination, Sara Lee will pay GHPL a consideration of Rs 177 crore.
On 31 March 2011, Godrej Consumer Products Ltd. (GCPL) announced the completion of merger of Godrej Household Products Ltd. (GHPL) with GCPL. This merger consolidates GCPL's position in the Indian FMCG space, making it the largest home grown home and personal care portfolio in India and the second largest household insecticides company in Asia (ex Japan). Earlier, the Board of Directors of GCPL had in October 2010 approved the merger of GHPL with GCPL subsequent to GCPL's acquisition of the entire remaining 51% stake of joint venture partner Sara Lee Corp in Godrej Sara Lee (GSLL). Godrej Sara Lee is the leading household insecticide player in India with brands like Good Knight and Hit. This acquisition further consolidates GCPL's position in the Indian FMCG space making it the largest Indian home and personal care portfolio in India after the MNC's. GSLL was later renamed Godrej Household Products Limited (GHPL).
On 21 January 2012, GCPL announced that it has entered into an agreement to acquire 60% stake in Cosmetica Nacional, a market leading hair colorant and cosmetics company in Chile. The company has a strong portfolio of brands in the hair care and color cosmetics segments. With its brands well positioned across income and age levels, Cosmetica Nacional enjoys greater than 30% market share (by volume) in the hair colorant space. Cosmetica Nacional had sales of about 36 million US dollars in the year 2011 and enjoys EBITDA margins of about 20%.
On 17 September 2012, GCPL announced its independent foray into the air care category with the launch of a range of home and car air fresheners under the aer' brand.
On 24 September 2012, Godrej Consumer Products informed the stock exchanges that it has entered into an agreement for exclusive rights to include the hair extensions business in Kenya and exports to other East Africa geographies in its partnership with the Darling Group. The transaction is expected to close after obtaining necessary regulatory approvals. The Godrej Darling business will include about 65% of the overall Darling Group business.
On 31 December 2012, Godrej Consumer Products Ltd (GCPL) announced that Keyline Brands Limited, its subsidiary in the United Kingdom, has acquired the Soft & Gentle brand from Colgate-Palmolive. Soft & Gentle is the UK's 4th largest female deodorant brand (by market share) and retains strong brand equity with retailers and consumers in the UK. The brand offers a truly feminine' position in the market on an innovative fragrance platform.
On 18 February 2013, Godrej Consumer Products Ltd (GCPL) announced the launch of a new product in the household insecticide market viz. HitAnti roach gel. Positioned as an effective and effortless remedy against cockroach menace, the gel based insecticide aims at eradicating the cockroach problem from its roots, giving a relief for up to 45 days with each application.
On 3 October 2013, GCPL announced the launch of a new product in the household insecticide market viz. Goodknight Fast Card. The highlight of Goodknight Fast Card is that it burns for just three minutes but is effective against mosquitoes for nearly four hours.
On 13 October 2013, GCPL announced new packaging and fresh look for its flagship Cinthol brand. GCPL simultaneously announced the launch of shower gels under the Cinthol brand to cater to vibrant, energetic and young India.
In 2014, GCPL announced the extension of the Godrej No.1 brand into the face wash category. For the first time in India, GCPL introduced a face wash in a multiuse sachet.
On 17 June 2014, GCPL unveiled five clean, green, happy products under the Protekt range comprising a hand sanitizer, three handwashes and a skin spray mosquito repellent.
On 6 January 2015, Godrej Consumer Products Limited (GCPL) announced that it has entered into an agreement with Frika Hair (Pty) Limited, for the acquisition of 100% equity stake in its hair extensions business in South Africa. Frika Hair (Pty) Limited enjoys a premium position in the South African market. It has particular strengths in the Western Cape, Eastern Cape and Gauteng, and is the market leader in key accounts in organised retail. In 2014, net sales of the company was approximately ZAR 73 million. This acquisition helps GCPL in consolidating its presence in the hair extensions market in South Africa. On 2 March 2015, GCPL announced that it has completed the acquisition of 100% of the business of Frika Hair (Pty) Limited in South Africa.
On 24 February 2015, GCPL informed the stock exchanges that the company has entered into an agreement with the Darling Group for increasing its shareholding in Darling South Africa and Mozambique businesses to 90% in line with its intent of gradually scaling up its ownership in the Darling businesses.
On 3 February 2016, Godrej Consumer Products Limited (GCPL) announced that its subsidiary has entered into an agreement with Canon Chemicals Limited, for the acquisition of a majority equity stake in its business in Kenya. Canon Chemicals Limited, a Kenya based company, manufactures and distributes products in the personal and home categories. Its major brand is Valon, a petroleum jelly. In 2015, the annualised revenue of the business was KSh 1,146 million. This acquisition helps GCPL in further building its presence in the Sub Saharan Africa market.
On 9 March 2016, GCPL announced that the company through its subsidiary has increased its stake from 51% to 90% in DGH Phase Two Mauritius. DGH Phase Two Mauritius is an investment holding company incorporated on 9 May 2012 in Mauritius. The company clocked revenue of USD 2.7 million in FY 2015.
On 28 April 2016, GCPL announced that it has completed the acquisition of 100% equity stake in Strength of Nature LLC, USA, through a wholly owned subsidiary of the company. Earlier, on 1 April, 2016, GCPL announced that it has entered into an agreement to acquire Strength of Nature LLC (SON), a leading company of hair care products for women of African descent. SON, a USA based company with a significant presence in Africa and the Caribbean, is one of the fastest growing companies in the hair care category for women of African descent. This acquisition is a further step to accelerate GCPL's global 3 by 3 strategy and scale up its presence in Africa by being at the forefront of serving the hair care needs of women of African descent. The acquisition is expected to be EPS accretive for GCPL from year one itself.
On 15 July 2016, GCPL announced the launch of new germ protection soap Godrej No.1 Germ Protection soap. The Godrej No.1 Germ Protection Soap packs the benefits of two powerful natural ingredients into one- Neem and Coconut Milk. Neem is a natural germ fighter and Coconut Milk is a skin moisturiser.
On 2 August 2016, GCPL announced that the company through its subsidiary has acquired 100% stake in Hair Credentials Zambia. This entity will commence its operations through a licensing arrangement in Zambia.
On 20 December 2016, Godrej Consumer Products Ltd. (GCPL) announced that the company through its subsidiary has increased its stake in Charm Industries to 100% from 51%. Charm Industries is a manufacturing company incorporated in Kenya. It clocked turnover of USD 1.85 million in FY 2015-16.
On 14 March 2017, Godrej Consumer Products Ltd. (GCPL) announced that the company through its subsidiary has increased its stake in Weave Senegal from 51% to 100% and has also reduced one layer of non-operational investment holding company in Mauritius. Weave Senegal manufactures and markets hair and skin care products in Senegal. Earlier, 2 August 2016, GCPL had announced that the company through its wholly owned subsidiary had entered into joint venture with the Darling group to manufacture and market hair care products in Senegal through a newly formed company viz. Weave Senegal.
On 18 July 2017, Godrej Consumer Products Ltd. (GCPL) unveiled professional hair offering under the brand Godrej Professional. Godrej Professional offers a complete care range comprising of shampoos, masks and styling serums.
During the year 2017-18, Godrej Peru Limited and Godrej Consumer Products Malaysia Limited became subsidiaries of the Company. Plasticos Nacional, Godrej Consumer Products Mauritius Ltd and Godrej Consumer Products US Holding Ltd have ceased to be subsidiaries of the Company on account of merger during the year 2018. The Company during the year 2017-18, got into the professional hair care with the launch of Godrej Professional. It introduced Power Chip, an electric solution infused with unique gel technology, and a higher efficacy liquid vapouriser and 100% natural mosquito repellent incense sticks in Goodknight.
During the year 2018-19, Godrej CP Malaysia Bhd. became a subsidiary of Company. Argencos SA on account of its merger with Laboratoria Cuenca and Godrej Consumer Products UK Ltd. on account of divestment of stake in that Company have ceased to be the subsidiaries of the Company. Godrej Easy IP Holding Ltd. has ceased to be the Joint Venture of Company. During the year 2019, the Company launched Long Lasting Paper (LLP) into the household insecticides; it launched HIT Roach Aerosol, as part of strategy to address market whitespaces by getting into other pests; In air care, it launched the parfumist platform, a range of premium air fragrancing solutions. It launched a new Matic during the festive Lebaran season, aimed at driving upgrades in-home, and Twist, a car dashboard solution, aiming to drive car air freshener penetration.
During the year 2019-20, Godrej Household Insecticide Nigeria Limited ceased to be the subsidiary of the Company effective from March 19, 2020; Godrej Consumer Products Malaysia Limited ceased to be the subsidiary of the Company effective from October 7, 2019. During the year 2019-20, Godrej Africa Holdings Limited, a wholly owned subsidiary of Company acquired additional 5% stake in the Darling Group Holding Company, namely Godrej West Africa Holdings Limited, which is a 100% holding Company of Subinite (Pty) Limited and Weave Mozambique LDA. Post this acquisition, the total stake of the Company in Godrej West Africa Holdings Limited increased from 90% to 95%. Similarly, Godrej Mauritius Africa Holdings Limited, a wholly owned subsidiary of your Company acquired additional 5% stake in the Darling Trading Company Mauritius Limited which is a 100% holding Company of Godrej Consumer Products International FZCO. Post this acquisition, the total stake of Company in Darling Trading Company Mauritius Limited increased from 90% to 95%.
During the year 2020-21, Godrej Hair Care Nigeria Limited ceased to be the subsidiary of the Company effective from April 15, 2020. Godrej Hair Weave Nigeria Limited ceased to be the subsidiary of the Company effective from April 24, 2020. Godrej International Trading Company ceased to be the subsidiary of the Company effective from January 20, 2021 and SON South Africa (Pty) Limited ceased to be the subsidiary of Company with effect from November 11, 2020. During the year 2021, the Company acquired balance 25% stake in Canon Chemicals, Kenya on May 15, 2020. In Chile, the Company launched Bidex, a new range of sanitisation products during year 2020.
During the year 2021-22, Style Industries Uganda Limited ceased to be the subsidiary of the Company effective from August 3, 2021; Indovest Capital ceased to be the subsidiary of the Company effective from December 27, 2021. Bhabani Blunt Hair Dressing Private Limited has ceased to be an associate of the Company effective from February 14, 2022. Godrej Consumer Care Limited was incorporated as a wholly owned subsidiary of the Company w.e.f. January 4, 2022. The Company during 2021, scaled up the D2C businesses; it launched Diva Store, a D2C store in South Africa.
During the year 2022-23, Company acquired the business of Raymonds Consumer Care Limited (RCCL) through slump sale basis at a consideration of Rs 2825 crores effective on May 08, 2023. DGH Uganda ceased to be the subsidiary of the Company with effect from November 20, 2022. The Company launched access packs of Godrej Expert Rich Crème, Goodknight Mini Liquid Vaporizer, and HIT No-gas Spray in India. In Indonesia, it relaunched an access pack of hero brand HIT Aerosol; launched a low-cost hair colouring solution through general grade.
Godrej Consumer Products Ltd
Directors Reports
Dear Members,
Your Directors, with great pleasure, present the Annual and Integrated Report for the
year ended March 31, 2022.
1. Results of Our Operations
The financial performance of your company for the fiscal year under review is given
below.
An overview of the performance of the company's subsidiaries in various geographies is
given separately in the Board's Report.
The shareholders may also refer to the Management Discussion and Analysis section,
which gives more details on the functioning of the company.
|
|
Rs. (Crore) |
| Financials: Abridged Profit and Loss Statement |
Consolidated |
Standalone |
|
March 31, 2022 |
March 31, 2021 |
March 31, 2022 |
March 31, 2021 |
| Total revenue from operations |
12,276.50 |
11,028.62 |
6,951.56 |
6,254.33 |
| Other income |
89.71 |
67.07 |
69.18 |
64.74 |
| Total income |
12,366.21 |
11,095.69 |
7,020.74 |
6,319.07 |
| Total expenses, including depreciation and finance costs |
10,201.48 |
8,970.85 |
5,316.50 |
4,709.77 |
| Profit/loss before exceptional items, share of profit of equity accounted investees,
and tax |
2,164.73 |
2,124.84 |
1,704.24 |
1,609.30 |
| Exceptional items |
(9.75) |
(44.47) |
(58.21) |
(15.38) |
| Share of profit of equity accounted investees (net of income tax) |
0.28 |
(0.01) |
- |
- |
| Profit/loss before tax |
2,155.26 |
2,080.36 |
1,762.45 |
1,593.92 |
| Tax expense |
371.87 |
359.54 |
283.30 |
369.58 |
| Profit/loss after tax |
1,783.39 |
1,720.82 |
1,479.15 |
1,224.34 |
| Other comprehensive income |
376.56 |
(163.63) |
0.82 |
1.11 |
| Total comprehensive income attributable to owners of the company |
2,159.95 |
1,557.19 |
1,479.97 |
1,225.45 |
2. Dividend
A. Dividend Declared
The board did not declare any Interim Dividends during the fiscal year 2021-22 and also
has not recommended any final dividend for the fiscal year.
B. Dividend Distribution Policy
The Board of Directors adopted the Dividend Distribution Policy pursuant to the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations), which requires the top 1,000 listed companies (by
market capitalisation) to formulate the same. The company's Dividend Distribution Policy
may also be accessed through the following link [1].
3. Board of Directors
A. Number of Meetings
Four board meetings were held during the year. The details of the meetings and the
attendance record of the directors are given in the Corporate Governance section of the
Annual Report.
B. Changes in the Board of Directors
During the financial year, the Board at its meeting held on May 11,2021, appointed Mr.
Sudhir Sitapati as the Managing Director & CEO of the Company with effect from October
18, 2021, and the shareholder's approval for the same was received at the Annual General
meeting held on August 4, 2021. At the same meeting, the Board also approved the
continuation of Ms. Nisaba Godrej as Wholetime Director of the Company for the reminder of
her term i.e. till September 30, 2022.
Ms. Nisaba Godrej continues to be the Executive Chairperson of the Company as per the
prevailing regulations. Since the term of Ms. Nisaba Godrej as Whole time Director is
ending on September 30,
2022, the notice of the Annual General Meeting contains a resolution for her
reappointment for a further period of five years with effect from October 1, 2022, for the
approval of shareholders.
Mr. Adi Godrej stepped down from the Board of Directors of the Company with effect from
September 30, 2021. He continues to be the Chairman Emeritus of the Company.
The Board of Directors places on record their sincere appreciation for his vision and
guidance that has helped shape and transform our company.
Mr. Aman Mehta's second term as Independent Director ended on August 31,2021. The Board
of Directors places on record their sincere appreciation of the contribution made by Mr.
Mehta during his tenure on the Board.
In the forthcoming AGM, Mr. Jamshyd Godrej and Ms. Tanya Dubash will retire by
rotation, and being eligible, they will be considered for reappointment as per the
provisions of Companies Act, 2013, Listing Regulations and Articles of Association of the
Company.
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 Regulation 18 of Listing Regulations. The tenure of Mr. Aman Mehta completed
on August 31, 2021, and subsequently Mr. Sumeet Narang has been appointed as the Chairman
of the Committee with effect from September 1,2021. The Committee now consists of
following Directors, viz., Mr. Sumeet Narang, Chairman of the Committee, and, Mr. Narendra
Ambwani, Dr. Omkar Goswami, Ms. Ireena Vittal,
Ms. Ndidi Nwuneli,
Ms. Pippa Armerding,
Mr. Pirojsha Godrej, all being members of the Committee.
D. Declaration from Independent Directors
All the Independent Directors have given their declaration confirming that they meet
the criteria of independence as prescribed under the provisions of the Companies Act, 2013
and the Listing Regulations, and the same has been noted by the Board of Directors. The
Independent Directors also confirmed the compliance with the code of conduct for directors
and senior management.
E. Familiarisation Programmes
During the year, the Independent Directors were familiarised with the Annual Operating
Plan for the fiscal year 2021-22. Additionally, at all the Board meetings, detailed
presentations covering business performance and financial updates were made. The
programmes were conducted by the members of the company management. The details of the
same are available on the website of the company and can be accessed through the following
link[2].
F. 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.
G. Remuneration Policy
The company's Remuneration Policy for Directors, Key Managerial Personnel (KMP), and
other employees is attached as Annexure 'B'.
The company's total rewards framework aims at holistically using elements such as fixed
and variable compensation, long-term incentives, benefits and perquisites, and
noncompensation 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.
H. Remuneration to Directors
The remuneration of Directors is in accordance with the Remuneration Policy formulated
in accordance with various rules and regulations for the time being in force.
The disclosure on the details of remuneration to Directors and other employees pursuant
to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is given under Annexure 'C'. With respect to the
information under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, members may request the same by sending an email to
the company at investor. relations@godreicp.com from their registered email
address, quoting their name and folio number.
I. Performance Evaluation of the Board of Directors, its Individual Members, and its
Committees
We conducted a formal Board effectiveness review, as part of our efforts to evaluate
the performance of our Board and identify areas that need improvement to enhance the
effectiveness of the Board, its Committees, and Individual Directors. This was in line
with the requirements of the Companies Act, 2013 and the Listing Regulations.
The Corporate Human Resources team of Godrej Industries Limited and Associate Companies
worked directly with the Chairperson and the Nomination and Remuneration Committee of the
Board to design and execute this process. It was later adopted by the Board.
Each board member completed a confidential online questionnaire, sharing vital feedback
on how the Board currently operates and how its effectiveness could be improved. This
survey included four sections on the basis of which feedback and suggestions were
compiled:
• Board Processes
• Individual Committees
• Individual Board Members
• Chairperson
The criteria for Board processes included Board composition, strategic orientation, and
team dynamics. Evaluation of each of the Board Committees covered whether they have
well-defined objectives and the correct composition and whether they achieved their
objectives. The criteria for Individual Board Members included skills, experience, level
of preparedness, attendance, extent of contribution to Board debates and discussions, and
how each Director leveraged their expertise and networks to meaningfully contribute to the
company. The criteria for the Chairperson's evaluation included leadership style and
conduct of Board meetings.
The performance evaluation criteria for Independent Directors included a check on their
fulfilment of the independence criteria and their independence from the management.
The following reports were created as part of the evaluation:
• Board Feedback Report
• Individual Board Member Feedback Report
• Chairperson's Feedback Report
The overall board feedback was facilitated by Ms. Ireena Vittal with the Independent
Directors. The Directors put forth their views regarding the Board functioning effectively
and identified areas that showed scope for improvement. Feedback from the Committees and
Individual Board Members was shared with the Chairperson. Following her evaluation, a
Chairperson's Feedback Report was compiled.
J 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 points:
a) In the preparation of 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
judgements and estimates that are reasonable and prudent to give a true and fair view of
the state of affairs of the company at the end of the fiscal year and ofthe profit ofthe
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.
4. Transfer to Investor Education and Protection Fund
In accordance with the applicable provisions of the Companies Act, 2013 read with
Investor Education and Protection Fund (Accounting,
Audit, Transfer, and Refund) Rules, 2016 (lEPF Rules), all unclaimed dividends are
required to be transferred by the company to the IEPF after completion of 7 years.
Further, according to IEPF Rules, the shares on which dividend has not been claimed by the
shareholders for 7 consecutive years or more shall be transferred to the demat account of
the IEPF authority. Accordingly, ' 1,25,06,051 unpaid/unclaimed dividends were transferred
during the financial year 2021-22 to IEPF. No shares were required to be transferred
during the current year.
The company has appointed a Nodal Officer and Deputy Nodal Officers under the
provisions of IEPF Regulations, the details of which are available on the company website
and can be accessed through the following link[3].
The company has uploaded the details of unpaid and unclaimed amounts lying with the
company as on March 31, 2021, on the company website, which can be accessed through the
following link[4]. The details of unpaid and unclaimed amounts lying with the
company as on March 31, 2022, will be available on the same link within 60 days of the
AGM.
5. Finance
A. Loans, Guarantees, and Investments
The details of loans, guarantees, and investments as required by the provisions of
Section 186 of the Companies Act, 2013 and the rules made thereunder are set out in the
Notes to the Standalone Financial Statements of the company.
B. Related Party Transactions
In compliance with the Listing Regulations, the company has a Policy for Transactions
with Related Parties (RPT Policy).
The RPT Policy is available on the company website and can be accessed through the
following link[5].
Apart from the Related Party Transactions in the ordinary course of business and on
arm's length basis, the details of which are given in the Notes to Financial Statements,
no other Related Party Transactions require disclosure in the Board's Report for complying
with Section 134(3) (h) of the Companies Act, 2013. Therefore, the disclosure of Related
Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form
AOC-2 is not applicable.
6. Subsidiaries,
Associates, and Joint Venture
During the year, the following companies ceased to be the subsidiaries of your company:
• Style Industries Uganda Limited on account of its voluntary dissolution with
effect from August 3, 2021.
• Indovest Capital on account of its voluntary dissolution with effect from
December 27, 2021.
During the year, Bhabani Blunt Hair Dressing Private Limited has ceased to be an
associate of your company with effect from February 14, 2022.
Furthermore, Godrej Consumer Care Limited was incorporated as a wholly owned subsidiary
of your company on January 4, 2022.
A. Report on the Performance of Subsidiaries and Associates
The details of the cluster-wise performance are given below:
Indonesia
The fiscal year 2022 was a challenging one for Indonesia, with the Covid-19 pandemic
challenging the business environment through the year. The overall business top line
declined at 4 percent in INR terms (5 percent decline in constant currency), but flat over
a 2 year period. Despite a challenging year with tough macros in Indonesia, we focused on
strengthening the fundamentals for the future. Saniter continued to make strong forays
with Saniter Aerosol becoming the product of choice during the Covid waves. HIT had muted
growth as the category slowdown continued. Air Fresheners showed strong growth with the
Home care segment showing a strong recovery.
We faced strong headwinds in our Baby wipes segment, with signiflcantly heightened
competitive intensity from new / smaller players, however, have started to clawback share.
We also signiflcantly accelerated our Go-To-Market efforts with strong distribution
expansion in General Trade, continued to strengthen our in-store execution in Modern Trade
and also doubled down into ecommerce.
We also continued our focus on cost savings to fuel our growth investments, fleld macro
environment & also strengthen profltability. We will continue to focus sharply on
category development with breakthrough innovation, strong brand building and strengthening
GTM.
Africa, the Middle East, and the USA
The flscal year 2022 witnessed continued strong growth for our Africa, Middle East, and
US business cluster. The overall business top line grew by 22 per cent in constant
currency terms. West and South clusters grew strongly at a break-out pace of 36 and 17 per
cent in constant currencyterms. US market also delivered 8 per cent growth in constant
currency terms, though over a small base, despite various macro challenges. We faced
signiflcant cost headwinds across markets - input cost increases, adverse forex movement,
& continued tendency of consumers to shift away from value-added products resulting in
adverse portfolio mix. However, our robust cost optimization programs and timely price
increases helped in maintaining EBITDA margins in line with previous year. Overall,
despite a challenging year, we focused on strengthening the fundamentals for future. We
witnessed continued momentum on braid premiumization in South Africa. We grew strongly in
the newly launched HI category in Nigeria and strengthened our US ethnic hair fashion
portfolio by expanding our partnership to Target in addition to Walmart. We also
signiflcantly accelerated our GTM efforts in Nigeria, particularly last mile distribution
through van model. Going forward, our focus would be to strengthen last mile distribution
across markets (including the salon channel), continue improving margins by driving
operational excellence, strengthening our portfolio, investing in the consumer, &
accelerating Wet Hair / FMCG growth. We will maintain laser sharp focus on strong
governance controls and maintain an unrelenting focus on employee / consumer safety.
Latin America
Our Latin America cluster closed a strong year in a challenging environment. Net Sales
(INR) grew 15 percent while EBITDA grew at 33 percent versus last year.
Argentina business closed another year of profltable growth. In a context of COVID
restrictions and lockdowns, the team delivered a Top Line growth of 45 percent in constant
currency (21 percent in INR), driven by Go-To- Market Improvements, COMEX expansion and
Innovation. EBITDA grew 50 percent in constant currency (24 percent in INR) achieving an
EBITDA margin of 15 percent in constant currency. Proflt improvements were also driven by
a healthy NWC reduction.
Our Chile business grew Net Sales at 5 percent CC (4 percent in INR) driven by a strong
performance of Hair Color, Hair Removal and Traditional Channel. EBITDA grew by 50 percent
in CC (49 percent in INR) driven by efflciencies and better absorption of flxed costs.
Looking ahead, we will continue focusing on profltable growth and working capital
management to strengthen our Latin America businesses.
B. 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 and can
be accessed through the following link[6].
C. Financial Performance
A statement containing the salient features of the financial statements of
subsidiary/joint venture/associate companies, of the company in the prescribed Form AOC-1,
a part of consolidated financial statements (CFSs) in compliance with Section 129(3) and
other applicable provisions, if any, of the Act read with Rule 5 of the Companies
(Accounts) Rules, 2014.
The said form also highlights the financial performance of each of the subsidiaries and
joint venture companies included in the CFS of the company pursuant to Rule 8(1) of the
Companies (Accounts) Rules, 2014.
7. Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal)
Act, 2013
Your company has complied with the provisions relating to the constitution of the
Internal Committee in compliance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition, and Redressal) Act, 2013, to consider and resolve all sexual
harassment complaints reported by women. During the year, awareness regarding sexual
harassment among employees was created through emails to employees. There were two
complaints reported during the calendar year 2021, and accordingly, the committee has
filed the complaint report with the concerned authorities in accordance with Section 22 of
the aforementioned Act.
8. Talent Management and Succession Planning
Your company has the talent management process in place with the objective of
developing a robust talent pipeline for the organisation, which includes the senior
leadership team. As part of the talent process, we identify critical positions and assess
the succession coverage for them annually. During this process, we also review the supply
of talent, identify high- potential employees, and plan talent actions to meet the
organisation's talent objectives. We continue to deploy leadership development initiatives
to build succession for key roles.
9. Annual Return
In compliance with the provisions Section 134(3)(a) of the Companies Act, 2013, the
Annual Return as per Section 93(3) of the Companies Act, 2013, is available on the company
website, which can be accessed through the following link[7].
10. Risk Management
The company has a well-defined process in place to ensure appropriate identification
and mitigation of risks. The Risk Management Committee of the company has been entrusted
by the Board with the responsibility of identification and mitigation plans for the 'Risks
that Matter'.
Elements of risks to the company are listed in the Management Discussion and Analysis
section of the Annual and Integrated Report.
11. Vigil Mechanism
Your company has adopted a Whistle Blower Policy as a part of its vigil mechanism.
The purpose of the policy is to enable any person (employees, customers, or vendors) to
raise concerns regarding unacceptable improper practices and/or any unethical practices in
the organisation without the knowledge of the management. All employees shall be protected
from any adverse action for reporting any unacceptable or improper practice and/or any
unethical practice, fraud, or violation of any law, rule, or regulation.
This policy is also applicable to the directors of the company.
Mr. V Swaminathan, Head Corporate Audit and Assurance, has been appointed as the
Whistle Blowing Officer, and his contact details have been mentioned in the policy.
Furthermore, employees are free to communicate their complaints directly to the
Chairman/Member of the Audit Committee, as stated in the policy. The policy is available
on the internal employee portal, and the company website and can be accessed through the
following link[8].
The Audit Committee reviews reports made under this policy and implements corrective
actions, wherever necessary.
12. Annexures
A. Disclosure on Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings, and Outgo
Annexure 'D' of this report provides information on the conservation of energy,
technology absorption, foreign exchange earnings, and outgo required under Section 134(3)
(m) of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014, which forms a part of the Board's
Report.
B. Corporate Social Responsibility
The corporate social responsibility (CSR) Policy is available on the company website
under the following link[9]. The CSR Report, along with details of CSR
projects, are provided in Annexure 'E' of this report.
C. Employee Stock Option Scheme
The company has a stock option scheme named as 'Employee Stock Grant Scheme, 2011'. The
number and the resulting value of stock grants to be given to eligible employees are
decided by the Nomination and Remuneration Committee, which are based on the closing
market price on the date of the grants.
The grants vest in one or more tranches as per the decision of the Nomination and
Remuneration Committee with a minimum vesting period of 1 year from the grant date. Upon
vesting, the eligible employee can exercise the grants and acquire equivalent shares of
the face value of 1. The difference between the market price at the time of grants and
that on the date of exercise is the gross gain/loss to the employee. The details of the
grants allotted under the Godrej Consumer Products Limited Employee Stock Grant Scheme,
2011 and the disclosures in compliance with Share Based Employee Benefits (SEBI)
Regulations, 2014 and Section 62 1 (b) read with Rule 12 (9) of the Companies (Share
Capital and Debentures) Rules, 2014 are set out in Annexure 'F'. Your company has
not given a loan to any person under any scheme for or in connection with the subscription
or purchase of shares in the company or the holding company. Hence, there are no
disclosures on voting rights not directly exercised by the employees.
13. Listing
The shares of your company are listed on the BSE Limited and 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 and Options Segment of
the National Stock Exchange of India.
14. Business Responsibility Report
Pursuant to Regulation 34 of the Listing Regulations, the Business Responsibility
Report highlighting the initiatives taken by the company in the areas of environment,
social, economics, and governance is available on the website of the company and can be
accessed through the following link[10].
15. Auditors and Auditors' Report
A. Statutory Auditors
In accordance with Section 139 of the Companies Act, 2013 and the rules made
thereunder, M/s. B S R and Co. LLP, Chartered Accountants (Firm Regn. No.
101248W/W-100022) have been appointed as the statutory auditor to hold the office from the
conclusion of the 17th AGM on July 31,2017, until the conclusion of the 22nd
AGM in the year 2022 at a remuneration as may be approved by the Board. As the first
5-year term of the statutory auditors will be completed at this AGM, and the company has
received an eligibility letter for their appointment for the second term of 5 years, a
resolution for their reappointment for the second term has been included in the Notice of
AGM for the approval of shareholders.
B. Cost Auditors
The company is maintaining requisite cost records for its applicable products.
Pursuant to directions from the Department of Company Affairs, M/s. P.M. Nanabhoy and
Co., Cost Accountants, were appointed as cost auditors for the applicable products of the
company for the fiscal year 2021-22. They are required to submit the report to the Central
Government within 180 days of the end of the accounting year.
C. Secretarial Auditors
The Board had appointed M/s. A. N. Ramani and Co. Company Secretaries, to conduct a
secretarial audit for the fiscal year 2021-22. The Secretarial Audit Report for the fiscal
year that ended on March 31,2022, is attached herewith as Annexure 'G'. The
Secretarial Audit Report does not contain any qualification, reservation, or adverse
remark.
16. Corporate Governance
Pursuant to the Listing Regulations, the Report on Corporate Governance is included in
the Annual and Integrated Report. The Practising Company Secretary's Certificate
certifying the company's compliance with the requirements of corporate governance, in
terms of the Listing Regulations, is attached as Annexure 'H'.
17. Management Discussion and Analysis
Management Discussion and Analysis as stipulated under the Listing Regulations is
presented in a separate section forming a part of this Annual and Integrated Report. The
details pertaining to the internal financial control and its adequacy are also a part of
the Annual and Integrated Report.
18. Confirmations
a. Your company is in compliance with the applicable Secretarial Standards issued by
the Institute of Company Secretaries of India.
b. There have been no material changes and commitments affecting the financial position
of the company that have occurred between March 31, 2022, and the date of this Board's
Report.
c. There have been no instances of fraud reported by the auditors under Section 143
(12) of the Companies Act, 2013, and the rules framed thereunder, either to the company or
to the Central Government.
d. The company has not accepted any deposits from the public, and as such, no amount on
the account of principal or interest on deposits from the public was outstanding as on the
date of the balance sheet.
e. During the financial year 2021-22, there were no significant and material orders
passed by the regulators or courts or tribunals that can adversely impact the going
concern status of the company and its operations in the future.
19. Appreciation
Your Directors wish to extend their sincere thanks to the employees of the company,
central and state governments, as well as government agencies, banks, customers,
shareholders, vendors, and other related organisations that have helped in your company's
progress, as partners, through their continued support and co-operation.
For and on behalf of the Board of Directors
Nisaba Godrej
Executive Chairperson.
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